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HomeMy WebLinkAbout26182AGREEMENT INFORMATION AGREEMENT NUMBER 26182 NAME/TYPE OF AGREEMENT OMNI CRA & ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. DESCRIPTION BUSINESS BEAUTIFICATION GRANT AGREEMENT/INSTALLATION OF A FENCE, LABOR & MATERIALS/FILE ID: 15951/CRA-R-24-0026/MATTER ID: 25- 3839 EFFECTIVE DATE June 27, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/29/2026 DATE RECEIVED FROM ISSUING DEPT. 7/1/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL BUSINESS BEAUTIFICATION GRANT AGREEMENT BY AND BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC THIS BEAUTIFICATION GRANT AGREEMENT is entered into as of the 27th day of June , 2026, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with principal address at 1401 N. Miami Avenue, Miami Florida 33136 ("CRA"), and St. John Village Condominium Association, Inc. ("GRANTEE") a Florida Not For Profit Corporation, with principal address at 1622 North West 1'tAvenue # A Miami, FL 33136, ("PROPERTY"), located within the boundaries of the CRA. RECITALS WHEREAS, GRANTEE submitted a grant application directly to the CRA requesting Forty -One Thousand Six Hundred Dollars and Zero Cents ("$41,600.00") to underwrite the costs associated with facade improvements to areas, as further described in Exhibit "C" attached and incorporated herein, at the PROPERTY to include, but not be limited to the installation of a fence, and all labor and materials associated with said improvements ("Project"); and WHEREAS, on April 25, 2024, the CRA adopted CRA-Resolution No. CRA-R-24-0026, attached and incorporated as Exhibit "B" ("AUTHORIZING RESOLUTION"), which authorized a Beautification Grant Program ("PROGRAM") for the purposes of facade improvements in the OMNI Redevelopment Area ("AREA"); and WHEREAS, pursuant to the Authorizing Resolution, the Executive Director of the CRA ("EXECUTIVE DIRECTOR") is authorized to disburse funds, as a reimbursement to the GRANTEE or directly to vendors upon the presentation of invoices and satisfactory documentation to qualifying entities; and Page 1 of 16 WHEREAS, GRANTEE and the CRA wish to enter into this Agreement to set forth the terms and conditions relating to the use by GRANTEE of a grant in the amount not to exceed Forty -One Thousand Six Hundred Dollars and Zero Cents ("$41,600.00") ("GRANT") for the Project; and WHEREAS, the GRANTEE serves in a representative capacity on behalf of the condominium unit owners collectively, as their governing body with respect to the administration, maintenance, repair and replacement of the PROPERTY, pursuant to the Declaration of Condominium and Articles of Incorporation, attached and incorporated herein as Exhibit "A"; and WHEREAS, the matters contemplated herein pertain to the common areas of the PROPERTY which fall within the GRANTEE's jurisdiction and authority; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree to as follows: TERMS 1. RECITALS AND INCORPORATIONS. The recitals and all statements contained therein are true and correct and are hereby incorporated as part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into a made a part of this Agreement: Exhibit A — Property Description and Condominium Documentation Exhibit B — Authorizing Resolution Exhibit C — Grantee's Application Form Exhibit D — Insurance requirement Exhibit E — Contractor's Quote Exhibit F - GRANTEE'S Corporate Resolution or Other Proof of Signing Authority and Corporate Status/Sunbiz (if applicable) Exhibit G - Anti -Human Trafficking Affidavit In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement, then in the priority order indicated above. Page 2 of 16 2. GRANT. Subject to the terms and conditions set forth herein and GRANTEE's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to the GRANTEE, the GRANT to be used for the purpose and Project, and as disbursed in the manner hereinafter provided. 3. USE OF GRANT. The GRANT shall be used by GRANTEE as follows: to underwrite some of the costs associated with the Project, pursuant to the terms of the PROGRAM, as described in Exhibit "C", which includes GRANTEE's CRA Business Beautification Assistance Application. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. GRANTEE understands that the use of the GRANT is subject to specific reporting, record keeping, administrative and contracting guidelines, audit, and other requirements affecting the activities funded by the GRANT for the Project. GRANTEE covenants and agrees to comply with such requirements and represents and warrants to the CRA that the GRANT shall be used in accordance with all of the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting the foregoing, GRANTEE represents and warrants that it will comply with, and the GRANT will be used in accordance with, all applicable federal, state, and local codes, laws, rules, and regulations. 5. RECORDS, INSPECTIONS, REPORTS/AUDITS AND EVALUATION. To the extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the Code of the City of Miami, as amended ("City Code"), are deemed as being incorporated by reference herein and additionally apply to this Agreement. GRANTEE understands, acknowledges, and agrees that: (a) the CRA must meet certain record keeping and reporting requirements with regard to the GRANT and that in order to enable the CRA to comply with its record keeping and reporting requirements, GRANTEE shall maintain all records as required by the CRA; and (b) at the CRA's request, and no later than thirty (30) calendar days thereafter, GRANTEE shall deliver to the CRA such reports and written statements relating to the use of the GRANT as the CRA may require from time to time; and Page 3 of 16 (c) all costs and expenses of the Project shall be at actual cost with no markups and the CRA may request any and all receipts or paid checks to substantiate such costs and expenses; and (d) the CRA shall have the right to conduct audits of GRANTEE's records pertaining to the GRANT and to visit and to inspect the Project, in order to conduct its monitoring and evaluation activities, and that GRANTEE shall cooperate with the CRA in the performance of these activities; and (e) GRANTEE's failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. 6. REVERSION OF ASSETS. Upon the expiration, termination, or cancellation of the Term of this Agreement, any unspent portion of the GRANT shall immediately revert to the possession and ownership of the CRA, and GRANTEE shall transfer to the CRA any unused portion of the GRANT at the time of such expiration. termination, or cancellation. 7. INSURANCE REQUIREMENTS: GRANTEE shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "D" attached and incorporated by this reference. The GRANTEE shall add the City of Miami ("City") and the CRA as additional insured and named certificate holders to its insurance policies. GRANTEE shall correct any insurance certificates as requested by the CRA/City. The CRA/City reserves the right to require additional coverage as may be warranted in connection with this agreement. GRANTEE may. contractually, transfer the insurance risk to the contractor. The GRANTEE shall ensure that the contractor complies with the terms of this insurance clause and the insurance requirements specified in Exhibit "D". GRANTEE understands and agrees that any and all liabilities regarding the use of GRANTEE's employees or subcontractors for the Project shall be borne solely by the GRANTEE, and that the insurance requirements set forth herein shall not act as a limitation of liability. The terms of this provision shall survive the termination of this Agreement. 8. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Agreement, and at the time of execution of this Agreement, the CRA shall make available to Page 4 of 16 GRANTEE, on a reimbursement basis, an amount not to exceed Forty -One Thousand Six Hundred Dollars and Zero Cents ("$41,600.00") ("GRANT"). Payments will be made only after GRANTEE has submitted to the CRA and the CRA has received and approved in writing such Project specific invoices, (a) which shall be accompanied by sufficient supporting documentation and contain sufficient details, to constitute a "Proper Invoice" as defined by Florida Statutes Sections 218.73 and 218.74, and (b) which are subject to verification by the CRA of acceptable work product for the Project. In no event shall payments to GRANTEE under this Agreement exceed the amount of the GRANT, nor shall GRANT be used in any form inconsistent with the terms, conditions, obligations, and requirements contained herein. 9. TERM. The term of this Agreement shall commence on the date first above written and shall terminate upon full disbursement of either (a) the GRANT or (b) such lesser amount should the final completion of the Project not require the entire the amount of the GRANT; provided, however, that all rights of the CRA to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees, expenses, and costs shall survive the expiration or earlier termination of this Agreement. 10. REMEDIES FOR NON-COMPLIANCE. If GRANTEE fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms, conditions, obligations, or requirements contained herein, then the CRA shall have the right to take one or more of the following actions, in addition to any other remedies available to it in law and/or equity: (a) Withhold cash payments, pending correction of the deficiency by GRANTEE; (b) Recover payments made to GRANTEE; (c) Disallow (that is, deny the use of the GRANT for) all or any part of the cost for the activity or action for the Project not in compliance; (d) Withhold further awards for the Project; and (e) Take such other actions and/or remedies that may be legally permitted. Page 5 of 16 11. NON-DISCRIMINATION. GRANTEE, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, sexual orientation. or disability in connection with its performance under this Agreement. Furthermore, GRANTEE represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. GRANTEE has received copies of, or is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by GRANTEE. GRANTEE covenants, represents, and warrants that it will comply with all applicable conflict of interest provisions including, but not limited to, the: (a) Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 14. CERTIFICATIONS RELATING TO THE GRANT. GRANTEE certifies that: (a) All expenditures of the GRANT shall be made only for the Project and in accordance with the provisions of this Agreement; (b) Reasonable accounting records for the Project shall be maintained by GRANTEE; (c) The expenditures of the GRANT shall be properly documented, and such documentation shall be maintained on file at the Project site; (d) Periodic progress reports shall be provided to the CRA as requested from time to time; Page 6 of 16 (e) No expenditure of GRANT funds shall be used for political activities; and (f) GRANTEE shall be liable to the CRA for any amount of the GRANT expended in a manner inconsistent with this Agreement. 15. MARKETING. (a) GRANTEE shall consult with the CRA's Executive Director regarding all uses and displays of the recognition of the CRA. (b) The GRANTEE consents to any and all images that may be taken by the CRA and its agent or by the Contractors and their Subcontractors, for both the purposes of gathering information for the execution of the Project and for the purposes of media. (c) GRANTEE shall prominently display signage acknowledging the CRA's GRANT contribution to the Project at GRANTEE's primary place of business/residence, and for a period of (1) year after expiration of this Agreement. (d) GRANTEE shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by GRANTEE in relation to this Agreement and/or the Project, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including, but not limited to, stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or postings, or interviews. (e) The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. (f) GRANTEE further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in GRANTEE's use of the CRA's name and logo, confers or may be construed as conferring GRANTEE any right, title, or interest whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted in this Agreement. 16. DEFAULT. If GRANTEE fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then GRANTEE shall be in default. Upon the occurrence of a default hereunder the CRA, in addition to all remedies available to it by law or Page 7 of 16 equity, may immediately, upon written notice to GRANTEE, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to GRANTEE while GRANTEE was in default shall be immediately returned to the CRA. GRANTEE understands and agrees that termination of this Agreement under this section shall not release GRANTEE from any obligations accruing prior to the effective date of termination. 17. NO LIABILITY OF THE CRA OR THE CITY. None of the respective officers, employees, agents, representatives, or principals, whether disclosed or undisclosed, of the CRA and of the City shall have any personal liability with respect to any of the provisions of this Agreement. Nothing herein is intended to waive the CRA or City's sovereign immunity beyond the limitations imposed by Section 768.28, Florida Statutes. 18. SPECIFIC PERFORMANCE. In the event of breach of the Agreement by the CRA, the GRANTEE may only seek specific performance of the Agreement and any recovery shall be limited to the actual amount of the Project costs not to exceed the amount of GRANT funding authorized for the Project. In no event shall the CRA be liable to GRANTEE for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 19. HOLD HARMLESS. The GRANTEE shall agree to "hold harmless", defend and indemnify the CRA and the City its Beautification Grant Program partners as defined in the next clause. Furthermore, the GRANTEE understands that although this document represents a partnership between the CRA as the Monetary Funder of the PROGRAM and the GRANTEE, the Contractor is selected by the GRANTEE and is not a party to this Agreement. Therefore, the Funder is not held legally liable for any faults related to the Contractor's performance. By extension, the City is not held legally liable in the same manner. 20. INDEMNIFICATION OF THE CRA AND THE CITY. GRANTEE hereby agrees to indemnify, protect, defend, save, release, and hold harmless, at its sole cost and expense, the CRA, the City, and their respective officers, employees, agents, representatives, and principals from and against any and all claims, actions, damages, liability and expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non-performance of this Agreement and the Project, except to the extent such loss, injury or damage was caused by Page 8 of 16 the gross negligence of the CRA, the City, or their respective officers. employees, agents, representatives, and principals. In the event that any action, claim, demand, or proceeding is brought against the City in connection with any of GRANTEE'S indemnification obligations stated herein, the GRANTEE shall, upon written notice from the CRA or City, resist and defend such action or proceeding by counsel satisfactory to the CRA General Counsel or City Attorney's Office. The obligations in this provision shall survive termination of the Agreement. Nothing herein is intended to waive the CRA or City's sovereign immunity beyond the limitations imposed by Section 768.28, Florida Statutes. 21. DISPUTES. In the event of a dispute between the Executive Director of the CRA and GRANTEE as to the terms and conditions of this Agreement. the Executive Director of the CRA and GRANTEE shall notify each in writing of the dispute and proceed in good faith to resolve the dispute within thirty (30) calendar days of such written notice. If the dispute is not resolved within such thirty (30) calendar days, the dispute shall be submitted to the CRA's governing body ("Board") for resolution within ninety (90) calendar days thereof or the next available meeting of the Board if after ninety (90) calendar days, or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 22. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. 23. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the GRANT, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and GRANTEE relating to this Agreement or the GRANT and/or Project. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the authorized representatives of the parties. 24. CONSTRUCTION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same Page 9 of 16 shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 25. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. 26. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. 27. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing by the non -breaching party. 28. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 29. NO THIRD -PARTY BENEFICIARY RIGHTS. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 30. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by the authorized representatives of both parties. Page 10 of 16 31. OWNERSHIP OF DOCUMENTS. Upon request by the CRA, all documents developed by GRANTEE shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. GRANTEE agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CRA to GRANTEE pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by GRANTEE for any other purposes whatsoever, without the written consent of the CRA. 32. AWARD OF AGREEMENT. GRANTEE warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the GRANT. 33. NON-DELEGABILITY. The obligations of GRANTEE under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 34. GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced in accordance with Florida law without regard to its conflicts of law provisions. In the event of litigation, controversies, or legal problems arising out of or as a result of this Agreement and/or the Project, shall be submitted to the jurisdiction of the State of Florida courts in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. The venue shall be Miami -Dade County, Florida. Each party shall be responsible for its own attorney's fees, costs, and expenses. Moreover, GRANTEE acknowledges that it shall adhere to any and all state, local, and federal laws, rules and regulations in undertaking the Project and in complying with this Agreement, to include the Code of the City of Miami, Florida, as amended. 35. WAIVER OF JURY TRIAL. GRANTEE and the CRA hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Agreement and/or the Project, or arising out of, under, or in connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or modification of this Agreement, or any other agreement executed Page 11 of 16 between the parties in connection with this Agreement, the Project, or any other course of conduct, course of dealing, statements (whether verbal or written), or any other actions of any party hereto. This waiver is a material inducement for the CRA and the GRANTEE to enter into this Agreement. 36. TERMINATION OF CONTRACT FOR CONVENIENCE. The CRA retains the right to terminate this Agreement at any time for convenience, without penalty to the CRA. In that event, the CRA shall give five (5) days written notice of termination to GRANTEE. 37. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth (5th) day after being posted, or the date of actual receipt. whichever is earlier. To CRA: Omni Redevelopment District Community Redevelopment Agency Attn: Executive Director 1401 N. Miami Avenue Miami, Florida 33136 With a copy to: Office of the City Attorney Attn: George K. Wysong III, City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 To GRANTEE: St John Village condominium 1622 NW 15C Avenue #A MIAMI, FL 33136 38. INDEPENDENT CONTRACTOR. GRANTEE, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 39. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and Page 12 of 16 their respective heirs, executors, legal representatives. successors, and assigns. 40. AUTHORITY. Both the CRA and GRANTEE certify that each possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of each party as a governing body, authorizing the execution of this Agreement, and identifying the official representative of each to act in connection herewith and to provide such additional information as may be required by the terms of this Agreement. 41. ANTI -HUMAN TRAFFICKING. The GRANTEE confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The GRANTEE shall execute and submit to the CRA an Affidavit in compliance with Section 787.06(13), Florida Statutes. attached an incorporated herein as Exhibit "G." If GRANTEE fails to comply with the terms of this Section, the CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CRA be liable to GRANTEE for any additional compensation or for any consequential or incidental damages. 42. PUBLIC RECORDS. GRANTEE understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CRA, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and GRANTEE agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. GRANTEE'S failure or refusal to comply with the provisions of this section shall result in immediate termination of the Agreement by the CRA. Pursuant to the provisions of Section 119.0701, Florida Statutes, GRANTEE must comply with the Florida Public Records Laws, specifically the GRANTEE must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Page 13 of 16 (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the GRANTEE upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. (e) All records stored electronically must be provided to CRA in a format compatible with the information technology systems of the public agency. GRANTEE agrees that any of the obligations in this section will survive the term, teiuiination and cancellation hereof. IF THE GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRANTEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2nd AVENUE SUITE 945, MIAMI, FL 33130. GRANTEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CRA AT: (305) 679-6868, OMNICRA@MIAMIGOV.COM. Should GRANTEE determine to dispute any public access provision required by Florida Statutes. GRANTEE shall do so in accordance with applicable Florida law, and shall do so at its own cost and expense. Any lawsuits filed against the CITY or Indemnitees in connection with GRANTEE'S dispute to public access will fall under the GRANTEE'S indemnification obligations specified in the Indemnification Section above. 43. SURVIVAL. All obligations (including but not limited to indemnity and obligations to defend, release, and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. Page 14 of 16 44. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Agreement shall have the same effect as original signatures. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] {Remainder of Page Intentionally Left Blank} Page 15 of 16 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. ATTEST: BY: ,—Signed by: \.-FA9fSS7AGSAAA9F NAME: Keneel Georges TITLE: Senior Personnel Specialist ATTEST: Signed by: — DocuSigned by: BY:�FdRn7Sannf`F1aSQ Todd B. Hannon Clerk of the Board APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned00770C9Fby: BY: Gt,OrOG MISOIA.1 E88.. George K. Wys2A8B.ong III General Counsel 25-3839 DJGS GRANTEE BY: f—DocuSigned by: Wer2tiwaa9ityY \--7111QSSFn7(`Aitan NAME• Ultrina Harris TITLE: Authorized Signer OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes Signed by: r BY: [3C101AC0EOB1121... Carlos I. Suarez Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: BY: Page 16 of 16 DocuSigned by: Fra Ak Gawp) David Ruiz Interim Director of Risk Management EXHIBIT A PROPERTY DESCRIPTION AND CONDOMINIUM DOCUMENTATION 1111111 dill IIlll 1111111111 IIIII1111111111111 This instrument was prepared by: John little, Esquire Legal Services of Greater Miami, inc. 3000 Biscayne Blvd., Suite 500 Miami, FL 33137 CFN 2009R0071911 DR 8k 24736 Pas 3E07 - 3$10i (4pss) RECORDED 01/30/2007 15:35:44 HARM MINI CLERK OF COURT MOB-DADE COUIflYr FLORIDA AMENDMENT TO DECLARATION OF CONDOMINIUM OF ST. JOHN VILLAGE CONDOMINIUM WHEREAS, After due and lawful notice to all of the owners of units in St. John Village Condominium (a condominium according to the Declaration of Condominium recorded in the official Records Book 24774 et page 0235 of the Official Records of Miami -Dade County, Florida) the following amendments to the Declaration of Condominium were duly adopted and approved by the board of directors of St. John Village Condominium Association, Inc. ("Association") at a properly called meeting with a quorum present held on December 4, 2008 and by a majority of the unit owners as a meeting of the membership held on December 19, 2008. NOW, THEREFORE, in consideration of the premises set forth above, the Association, for itself, its successors and assigns, hereby amends the Declaration of Condominium as follows: 1. RECITALS. The foregoing recitals are true and correct. 2, DEFINITIONS. Ali initially capitalized terms not defined herein shall have the meaning set forth in the Declaration of Condominium. The defined term "Declaration" or "Declaration of Condominium' shall mean the Declaration of Condominium recorded in the official Records Book 24774 at page 0235 of the Official Records of Miami -Dade County, Florida and this Amendment.. 3. AMENDMENT: The Declaration of Condominium of the St. John Village Condominium Is hereby amended so as to completely replace Article VI. The new Article Vt reads in whole as follows: ARTICLE VI OWNERSHIP OF CONDOMINIUM UNITS, MAINTENANCE AND ALTERATIONS: Each Condominium Unit shall include the following interest, rights, easements and appurtenances: (A) REAL PROPERTY. Each Condominium Unit together with all appurtenances thereto, shall constitute a separate parcel of real property which shall be owned in fee simple and which may be conveyed, transferred and encumbered in the same manner as any other parcel or real property independently of all other parts of the Condominium Property, subject only to the provisions of the Condominium Documents and shall have as an appurtenance thereto an undivided share in the Common Elements as set forth in "EXHIBIT 2° of the Declaration of Condominium. (B) POSSESSION. Each Unit Owner shall be entitled to the exclusive possession of his Unit. (C) UNIT BOUNDARIES. The Condominium shall consist of 14 "townhouse° Units. Each such Unit shall have two stories with the first floor being on the ground level and with no other Condominium Unit above it. (1) 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: (a) Lower Boundaries. The horizontal plane of the unfinished upper surface of the floor of the first story of the Unit. (b) Upper Boundaries. The lower surface of the roof of the Unit. The entire roof structure of the Unit, both exterior and interior (including the trusses), are Common Elements. (2) PERIMETRICAL BOUNDARIES. (a) For any vertical wall of a Unit that directly abuts a vertical wail of another 1 Book267361Page3807 CFN#20090071911 Page 1 of 4 4 Unit, the perimetrical boundary of each Unit shall be the unfinished interior surface of such wall extended to the planar intersections of the other vertical walls of the Unit and with the Unit's Upper and Lower Boundaries. (b) For other vertical walls of a Unit, (that is, those walls that do not directly abut upon a wall of another Unit), the perimetrical boundaries of the Unit shall be the unfinished Interior surface of that wall extended to the planar intersections with the boundaries formed by the other vertical walls of the Unit and with the Upper and Lower Boundaries except that any plumbing (including piping, fixtures, and connections) and electrical (including wiring) within such walls are a part of the Unit and not Common Elements. (3) APERTURES. Where there are apertures in any boundary, including interior doors, related fixtures, and weather stripping thereof, such boundaries shall be extended to include such apertures; provided, however, that the windows, including the window casings, weather stripping, and exterior doors, including all frameworks and weather stripping thereof, shall be Common Elements. Further, notwithstanding anything to the contrary, the structural components of the Building and the Life Safety Systems, regardless where located, are expressly excluded from the Units and are instead deemed Common Elements. (4) EXCEPTIONS. In cases not specifically covered above, and/or in any case of conflict or ambiguity, the survey of the Units set forth in 'Exhibit 3', of the Declaration of Condominium shall control in determining the boundaries of a Unit, except that the provisions of Article VI, Section (C)(3) above shall control unless specifically depicted and labeled otherwise on such survey. (D) APPURTENANCES. The ownership of each condominium Unit shall include, and there shall pass with each Condominium Unit as appurtenances thereto, whether or not separately described, ail of the right, title and interest of a Unit Owner in the Condominium Property which shall Include but not be limited to the right to use in common with other Unit Owners the Common Elements as defined in ARTICLE Ill herein. The ownership of each Unit shall include and there shall pass with each Unit as appurtenances thereto, the title and interest of a Unit Owner In the Condominium Property and in the Common Surplus. Each Unit shall have an undivided share in and to the common areas, facilities and elements of the Condominium and each Unit shall bear a share of the Common Expenses of the Condominium in accordance with the percentage of ownership attributable to each Unit as set forth in °EXHIBIT 2' of the Declaration of Condominium. In the event of the termination of the Condominium, each Owner's interest in the Common Element, areas and facilities, and in the Common Surplus, and in the Common Expenses, shall be in proportion to said Owner's interest In the Common Elements set forth in 'EXHIBIT 2'of the Declaration of Condominium. (E) EASEMENT TO AIR SPACE. The appurtenances shall include an easement for the use of the air space occupied by the Unit as it exists at any particular time and as the Unit may be altered or reconstructed from time to time, which easement shall be terminated automatically in any air space which is permanently vacated. (F) CROSS EASEMENTS. The appurtenances shall include the following easements from each Unit Owner to each other Unit Owner and to the Association. (1) Ingress and Egress: Easements through Common Elements for ingress and egress. (2) Maintenance, Repair and Replacement: Easements through the Units and Common Elements as may reasonably be required for maintenance, repair and replacement of the Units and Common Elements. Such access to the Units shall be only during reasonable hours except that access may be had at any time in case of emergency. (3) Support: Every portion of a Unit contributing to the support of any building on the Condominium Property shall be burdened with an easement of support for the benefit of all other Units and Common Elements in the building. All such supporting structures are hereby declared to be Common Elements. (4) Utilities: Easements through the Units, Common Elements for conduits, ducts, plumbing, wiring, and other facilities for the furnishing of utility services to other Units and the Common Elements, provided, however, that such easements 2 Book26736/Page3808 CFN#20090071911 Page 2 of 4 through a Unit shall be only according to the plans and specifications for the building in which the. Unit is located unless approved in writing by the Owner of the Unit. (G) MAINTENANCE AND REPAIRS. (H) (I) (J) (1) Units and Limited Common Elements. All maintenance, repairs and replacements of, in or to any Unit, as defined above, and Limited Common Elements appurtenant thereto, as defined in "Exhibit 3' of the Declaration of Condominium of the St. John Village Condominium, as recorded in the official Records Book 24774at PGS 0235-302 of the Official Records of Miami -Dade County, Florida, whether structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen, including, without limitation, maintenance, repair and replacement of window coverings, interior nonstructural walls, all doors within the Unit, and the electrical (including wiring), plumbing (including fixtures and connections), hot water heater, heating and air-conditioning equipment, fixtures and outlets, appliances, carpets and other floor coverings, all interior surfaces and the entire interior of the Unit lying within the boundaries of the Unit or Limited Common Elements or other property belonging to the Unit Owner, shall be performed by the Omer of such Unit at the Unit Owner's sole cost and expense, except as otherwise expressly provided to the contrary herein. (2) Common Elements and Association Property. Except to the extent (i) expressly provided to the contrary herein, or (i1) proceeds of insurance are made available thereof, all maintenance, repairs and replacements in or to the Common Elements (other than those Limited Common Elements, or portions thereof, to be maintained by the Unit Owners as provided above) and the Association Property shall be performed by the Association and the cast 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. ALTERATION AND IMPROVEMENT: (1) No Unit Owner shall without first obtaining the prior written approval of the Association make any alteration or addition in or to any portion of his Unit or of the Condominium Property, or remove any portion thereof, or make any addition thereto, or do any work which would jeopardize the safety or soundness of the Condominium or impair any easement. (2) No Unit Owner shall without first obtaining the prior written approval of the Association make any alteration, modification, decoration, repair, replacement, enclosure or change of the Common Elements, Limited Common Elements, or to the exterior of any door which opens into any of the Common Elements or common areas of the Condominium Property, Including but not limited to the erection of any awning, storm shutters, or other device, window covering, fixtures, paintings, or wall coverings, or any other changes or alterations which would In any way or manner whatsoever change the physical appearance of the Unit. Not withstanding anything contained in this Declaration or any rules or regulations adopted by the Association, any unit owner may display one portable, removable United States flag in a respectful way and, on Armed Forces Day, Memorial Day, Flag Day, independence Day, and Veterans Day, may display in a respectful way portable, removable official flags, not larger than 4112 feet by B feet, that represent the United States Army, Navy, Air Force, Marine Corps, or Coast Guard. PARKING SPACES: (1) The Developer has provided ample parking spaces for the common use of all Unit Owners. The parking areas and parking spaces are part of the Limited Common Elements for the exclusive use of each individual Unit Owner. Parking spaces shall be designated and assigned by an unrecordabie instrument at the Closing of each individual Unit. Once assigned, the Parking Spaces are not subject to redesignation by the Board of Directors and shall pass as Limited Common Elements with the sale of transfer of the individual Units. (2) The parking spaces shall be maintained, repaired, replaced by the Association. IDENTIFICATION OF BUILDiNGS AND UNITS: This Condominium consists of one 3 Book26736/Page3809 CFN#20090071911 Page 3 of 4 OR E k 26736 PG 3aj;J LAST PAGE (1) building, as reflected on the Plot Plan, Survey and Graphic Description of the improvements, as more fully set forth on °EXHIBIT 3°of the Declaration of Condominium . Each Condominium Unit Is described and located on 'EXHIBIT 3 and is designated by an arabic number, e.g.; Unit No. 1. (K) PARTITION: No action for partition may be initiated by or shall lie in favor of any Owner of a Unit so long as the Condominium is in existence. 4. RATIFICATION. Except as modified by this Amendment, the Declaration of Condominium shall remain in full force and effect and the execution and delivery thereof is ratified and affirmed and the terms thereof, as modified by this Amendment, are incorporated and restated herein. The undersigned officers, with their signatures, certify that this Amendment was properly adopted by the board of directors and Membership. Signed and delivered In our presence: FIRST WITNESS: ignature iv e Legibly print name SECOpity WITNESS: Sinifa1(ire L.1114 Legibly print name St. John Village Condominium Association, Inc. a Florida corporation By�Q David Alexan. r, President By: Hurlekte Brown, Vice President By; efly, Secretary Elaine Gordon, Treasurer (SEAL) STATE OF FLORIDA COUNTY OF MAIMI-DADE SUBSCRIBED AND SWORN TO this day of ____ _ 2D09 by David Alexander, Hurlette Brown, Susan Kelly, and Elaine Gordon who are eithe erson y known to me or produced valid Florida driver's licenses as identification. My Commission expires: —,•— 2OI ( (SEAL) NOTARY U I� SIGNATURE r U/fir,, I STATE OF OORIDAAT LARGE 03 1i.itosekviaboIrschl ; - eolistaro hrotia • Sias ef figlisir l 4 Book26736/Page3810 CFN#20090071911 Page 4 of 4 STATE OF FLORIDA, COUNTY OF DADE I HEREBY CERTIFY that the foregoing Is a true and correct copy oqf „tile original on file to this office correct list. l AD 20 20 HAF.VEY RUYtN, CLERK, of Ciro f and County Courts. Deputy Clerk "'''Ci 27035139 111111111111111111111111111111111111111111111 CFN 2uO6ROS25211 DR 1k 24774 t`ss 0235 - 302; (68Pes) DECLARATION OF CONDOMINIIMEY D RUUIC0IR, CLERK tF:2 CO RUR1 O CLERK OF I I -DACE COUNTY, FLORIDA OF ST. JOHN VILLAGE CONDOMINIUM ARTICLE I SUBMISSION STATEMENT: ST. JOHN PROPERTIES CORPORATION, a Florida Corporation, (hereinafter sometimes referred to as the "Developer", hereby states and declares that it is the owner of the fee simple title to the real property described as "EXHIBIT 1" attached hereto and made a part hereof and hereby declares said real property to be Condominium Property and does hereby submit the same to condominium ownership pursuant to Chapter 718, Florida Statutes, the Condominium Act, as amended (hereinafter referred to as the "Condominium Act", upon and subject to the terms, conditions, restrictions, reservations and limitations hereinafter set forth. ARTICLE II NAME: The name by which this Condominium is to be known and identified is ST. JOHN VILLAGE CONDOMINIUM. L V ARTICLE!!! DEFINITIONS: As used in the Declaration of Condominium and Exhibits attached hereto, and all Amendments thereof, unless the context otherwise requires, the following definitions shall prevail: (A) "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. (B) "Association" or "Condominium Association" means ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC., a Florida not for profit corporation, said Association being the entity responsible for the operation of the Condominium Property and this Condominium. (C) "By -Laws" mean the By -Laws of the Association as they exist from time to time. (D) "Common Elements" means the portion of the Condominium Property not included in the Units, including but not limited to: easements through Units for conduits, pipes, ducts, plumbing, wiring, and other facilities for the furnishing or utility service to Units and Common Elements, and easements of support in every portion of a Unit which contributes to the support of the improvements. Each of the Unit Owners shall own an undivided interest in the Common Elements and Limited Common Elements and that undivided interest, stated as the percentage of such ownership of each Unit Owner, is set forth in "EXHIBIT 2", attached hereto and made a part hereof. (E) "Condominium" means that form of ownership of Condominium Property under which units of improvements are subject to ownership by one or more Owners, and there is appurtenant to each Unit, as a part thereof, an undivided share in the Common Elements. (F) "Condominium Property" means and includes the land in the Condominium, whether or not contiguous, and all improvements thereof, and all easements and rights thereto, intended for use in connection with the Condominium and, where the context so requires or admits, "Condominium Property" or "the Condominium" or "this Condominium" shall mean the property described on "EXHIBIT 1" hereto, being the property submitted to a condominium form of ownership by the Declaration. (G) "Condominium Act" means and refers to the Condominium Act of the State of Florida (Chapter 718 of Florida Statutes), as the same may be amended from time to time. (H) "Condominium Documents" means those documents specified in ARTICLE IV hereof, as the same may be amended from time to time, and all Exhibits thereto. (I) "Common Expenses" means all expenses properly incurred by the Association in the performance of its duties, including expenses specified in section 718.115, Florida Statutes. (J ) "Common Surplus" means the excess of all receipts of the Association from this Page 1 - Declaration Book24774/Page235 CFN#20060825211 Page 1 of 68 Condominium including, but not limited to, assessments, rents, profits, and revenues on account of the Common Elements, over and above the amount of Common Expenses of this Condominium. (K) "Declaration", or "Declaration of Condominium" or "Enabling Declaration", means this instrument, as it may be from time to time amended, which sets forth the nature of the property rights in the Condominium Property and the covenants running with the land which govern those rights. (L) "Developers" or "Developer" means ST. JOHN PROPERTIES CORPORATION, a Florida corporation, its successors and assigns. (M) "Institutional Purchase Money Mortgage" is defined to mean a mortgage securing a loan whose proceeds were used by an Owner to pay for all or a portion of the purchase price of his or her Unit which was executed and delivered to a Bank, Savings and Loan Association, Insurance Company, Pension Fund, Real Estate Investment Trust, an agency of local government, an agency of the United States Government, Mortgage Company, Savings Bank, or other similar entity creating a mortgage lien on a Unit and on any interest appurtenant to such Unit. For purposes of this Declaration of Condominium, the Developer shall be considered an Institutional Purchase Money Mortgagee, and any mortgage held by the Developer, which is a lien against any of the Units in the Condominium, shall be considered an Institutional Purchase Money Mortgage. (N) "Institutional Purchase Money Mortgagee" is defined to mean any holder of an Institutional Purchase Money Mortgage lien upon a Unit and on any interest appurtenant to such Unit. (0) "Limited Common Elements" means and includes those common elements which are reserved for the use of the Owner or Owners of certain Units to the exclusion of all Owners of other Units. (P) "Occupant" means the person or persons other than the Unit Owner, in lawful possession of a Unit. (Q) "Unit", "Condominium Unit", or "Apartment Unit" is a Unit as defined in the Condominium Act, referring herein to each of the separate and identified Units delineated in "EXHIBIT 3", including such Unit's share of the Common Elements. (R) "Unit Owner", or "Owner of a Unit", or "Owner" or "Apartment Unit Owner", means the owner of a Condominium Unit. (S) "Utility Services" as used in the Condominium Act and with reference to this Condominium, and as used in the Declaration and By -Laws, shall include but not be limited to telephone, gas, electric power, water and sewerage and garbage disposal. (T) Unless the context otherwise requires, all other terms used in this Declaration shall be assumed to have the meanings attributed to said terms by the Condominium Act as from time to time amended. ARTICLE IV CONDOMINIUM DOCUMENTS: The documents by which the Condominium regime will be established are as set forth in Article III above, and as follows: (A) This Declaration of Condominium. All of the other Condominium Documents shall be subject to the provisions of this Declaration. (B) A Plot Plan, Survey and Graphic Description of the improvements on the Condominium Property submitted pursuant to the provisions of Chapter 718 Florida Statutes, duly certified as required under said Act, which is marked "EXHIBIT 3". (C) Articles of Incorporation of the Association, which is marked "EXHIBIT 4". (D) By -Laws of the Association, which is marked "EXHIBIT 5". Vt� (E) Rules and Regulations of the Condominium which are marked "EXHIBIT 6". .? (F) Form of Warranty Deed by which the Developer will convey particular Units and appurtenances thereto in the Condominium to purchasers thereof, which is marked "EXHIBIT 7". Page 2 - Declaration Book24774/Page236 CFN#20060825211 Page 2 of 68 o (G) Proposed Operating Budget for the Condominium, which is marked "EXHIBIT 8". (H) Receipt, Acceptance and Waiver, which is to be executed by the Unit Owners at the time of acquisition of the title to the Unit, and which is marked "EXHIBIT 9". (I) (J) (K) Form of Agreement of Purchase and Sale, which is marked "EXHIBIT 10". Fomi of Escrow Deposit Agreement, which is marked "EXHIBIT 11". Form of Receipt of Documents, which is marked "EXHIBIT 12". ARTICLE V DEVELOPER'S UNITS, PRIVILEGES: (A) The Developer is irrevocably empowered, notwithstanding anything herein to the contrary, to sell, mortgage and/or rent Units to any persons approved by it. The Developer shall have the right to transact on the Condominium Property any business necessary for the offering for sale or rental and/or the sale, or rental of Units including but not limited to the right to maintain models, have signs for sales or rentals and otherwise retain employees in its office, use of the Common Elements and to show Units. Any sales office, signs, fixtures or furnishings or other tangible personal property belonging to the Developer shall not be considered Common Elements and shall remain the property of the Developer. In the event there are unsold Units, or the Developer reacquires any Units, the Developer retains the right to be the Owner thereof and to sell, mortgage and/or rent said Units without the necessity of the approval of the Association and without the payment of any transfer, leasing or other type or form of fee or charge. (B) The Developer retains the right to elect a majority of the members of the Board of Directors of the Association until such time as three (3) years after sales by the Developer have been closed on fifty (50%) percent of the Units that will be operated ultimately by the Association; or, three (3) months after sales have been closed by the Developer on ninety (90%) percent of the Units that will be operated ultimately by the Association; or when all of the Units that will be operated ultimately by the Association have been completed and some of them have been sold and none of the others are being offered for sale by the Developer in the ordinary course of business, or when some of the Units have been conveyed and none of the others are being constructed or offered for sale by the Developer in the ordinary course of business, whichever shall occur first. When Unit Owners, other than the Developer, own fifteen (15%) percent or more of the Units in this Condominium 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 of the Association. The Developer shall be entitled to elect not less than one (1) director on the Board of Directors of the Association as long as the Developer holds for sale in the ordinary course of business at least five (5%) percent of the Units in the Condominium, provided that such right may be waived by the Developer at its sole option. For purposes of this subparagraph (B), Developer shall mean Developer, its successors and/or its assigns. (C) The Developer's liability for common expenses will be limited to (and Developer will pay) a proportionate share of the "actual current expenses" of the Condominium Association on all of the Units owned by the Developer, said proportionate share to be the percentage of the Common Expenses for which all such units are responsible, as reflected in "EXHIBIT 2". "Actual current expenses" shall mean and include only those expenses paid for by the Condominium Association each month for services, materials or other items actually consumed or utilized during the month preceding or following the month within which payment is made therefore, plus a pro rata share of a reasonable reserve for annual taxes and insurance premiums. "Actual current expenses" will not include any other expenses or expenditures. Such excluded items specifically include but are not limited to any prepayments or expenses or reserves for capital improvements or betterments. Developer will be billed and will pay for its share of common expenses monthly, in arrears. This limitation upon payment by the Developer will terminate not later than the first day of the fourth calendar month following the month in which the closing of the purchase and sale of the first condominium unit occurs to a Unit Owner who is not the Developer, the Nominee of the Developer, or a substitute or alternative Developer, provided, however, that in no event shall the Developer be obligated to pay an amount greater than its proportionate share of the common expenses incurred during said period. ARTICLE VI OWNERSHIP OF CONDOMINIUM UNITS, MAINTENANCE AND ALTERATIONS: Page 3 - Declaration Book24774/Page237 CFN#20060825211 Page 3 of 68 Each Condominium Unit shall include the following interest, rights, easements and appurtenances: (A) REAL PROPERTY. Each Condominium Unit together with all appurtenances thereto, shall constitute a separate parcel of real property which shall be owned in fee simple and which may be conveyed, transferred and encumbered in the same manner as any other parcel or real property independently of all other parts of the Condominium Property, subject only to the provisions of the Condominium Documents and shall have as an appurtenance thereto an undivided share in the Common Elements as set forth in "EXHIBIT 2" attached hereto and made a part hereof by reference. (B) POSSESSION. Each Unit Owner shall be entitled to the exclusive possession of his Unit. (C) UNIT BOUNDARIES. The Condominium shall consist of 14 'townhouse" Units. Each such Unit shall have two stories with the first floor being on the ground level and with no other Condominium Unit above it. (1) UPPER AND LOWER BOUNDARIES: The Lower Boundary for each Unit shall be the ground and the Upper Boundary shall be the exterior of the roof above the Unit. (2) PERIMETRICAL BOUNDARIES: (i) For any vertical wall of a Unit that directly abuts a vertical wall of another Unit, such vertical wall shall serve as the boundary between those two Units, meaning, the perimetrical boundary of each Unit shall be the vertical plane of the center line of such wall extended to the planar intersections of the other vertical walls of the Unit and with the Unit's Upper and Lower Boundaries, (ii) For other vertical walls of a Unit, (that is, those walls that do not directly abut upon a wall of another Unit) the perimetrical boundaries for the Unit shall be the vertical planes of the exterior surfaces such walls extended to the planar intersections with the boundaries formed by the other vertical walls of the Unit and with the Upper and Lower Boundaries. (D) APPURTENANCES. The ownership of each condominium Unit shall include, and there shall pass with each Condominium Unit as appurtenances thereto, whether or not separately described, all of the right, title and interest of a Unit Owner in the Condominium Property which shall include but not be limited to the right to use in common with other Unit Owners the Common Elements as defined in ARTICLE 111 herein. The ownership of each Unit shall include and there shall pass with each Unit as appurtenances thereto, the title and interest of a Unit Owner in the Condominium Property and in the Common Surplus. Each Unit shall have an undivided share in and to the common areas, facilities and elements of the Condominium and each Unit shall bear a share of the Common Expenses of the Condominium in accordance with the percentage of ownership attributable to each Unit as set forth in "EXHIBIT 2" attached hereto. In the event of the termination of the Condominium, each Owner's interest in the Common Element, areas and facilities, and in the Common Surplus, and in the Common Expenses, shall be in proportion to said Owners interest in the Common Elements set forth in "EXHIBIT 2'. (E) EASEMENT TO AIR SPACE. The appurtenances shall include an easement for the use of the air space occupied by the Unit as it exists at any particular time and as the Unit may be altered or reconstructed from time to time, which easement shall be terminated automatically in any air space which is permanently vacated. (F) CROSS EASEMENTS. The appurtenances shall include the following easements from each Unit Owner to each other Unit Owner and to the Association. (1) Ingress and Egress: Easements through Common Elements for ingress and egress. (2) Maintenance, Repair and Replacement: Easements through the Units and Common Elements as may reasonably be required for maintenance, repair and replacement of the Units and Common Elements. Such access to the Units shall be only during reasonable hours except that access may be had at any time in case of emergency. (3) Support: Every portion of a Unit contributing to the support of any building on the Condominium Property shall be burdened with an easement of support for the benefit of all other Units and Common Elements in the building. All such supporting structures are hereby declared to be Common Elements. (4) Utilities: Easements through the Units, Common Elements for conduits, ducts, Page 4 - Declaration Book24774/Page238 CFN#20060825211 Page 4 of 68 plumbing, wiring, and other facilities for the furnishing of utility services to other Units and the Common Elements, provided, however, that such easements through a Unit shall be only according to the plans and specifications for the building in which the. Unit is located unless approved in writing by the Owner of the Unit. (G) MAINTENANCE. The responsibility for the maintenance of a Unit shall be as follows: (1) By the Association: The Association shall maintain, repair and replace at the Association's expense: (a) Party walls dividing two Units (b) All conduits, ducts, plumbing, wiring and other facilities for the furnishing of utility services which service part or parts of the Condominium other than the Unit within which such facilities are located. (c) The Association has and shall have all powers necessary to discharge this responsibility, and may exercise such powers exclusively if it so desires, or may delegate a part of all such powers as elsewhere provided for in the Condominium Documents. (2) By the Unit Owner: The Unit Owner shall maintain, repair and replace at the Owner's expense: (a) The roof above the Owner's Unit. (b) All interior surfaces within the Owner's Unit and the entire interior of that, including where applicable, a Limited Common Element for the exclusive use of a Unit; and to maintain and repair the fixtures and equipment therein, which includes but is not limited to the following, where applicable: air conditioning and heating units, including condensers and all appurtenances thereto wherever situated; refrigerators, stoves and all other appliances, drains, plumbing fixtures and connections; sinks, all plumbing and water lines within the Unit; electrical panels, electric wiring and electric outlets and fixtures within the Unit; interior doors of any type or nature, windows, screening and glass; all exterior doors, (except the painting of the exterior doors shall be a common expense of the Condominium): and pay for all the Unit's utilities except for those utilities billed directly to the Association as part of the Common Expense. Where a Unit is carpeted, the cost of maintaining and replacing the carpeting shall be borne by the Owner of said Unit. (H) ALTERATION AND IMPROVEMENT: (1) No Unit Owner shall without first obtaining the prior written approval of the Association make any alteration or addition in or to any portion of his Unit or of the Condominium Property, or remove any portion thereof, or make any addition thereto, or do any work which would jeopardize the safety or soundness of the Condominium or impair any easement. (2) No Unit Owner shall without first obtaining the prior written approval of the Association make any alteration, modification, decoration, repair, replacement. enclosure or change of the Common Elements, Limited Common Elements, or to the exterior of any door which opens into any of the Common Elements or common areas of the Condominium Property, including but not limited to the erection of any awning, storm shutters, or other device, window covering, fixtures, paintings, or wall coverings, or any other changes or alterations which would in any way or manner whatsoever change the physical appearance of the Unit. Not withstanding anything contained in this Declaration or any rules or regulations adopted by the Association, any unit owner may display one portable, removable United States flag in a respectful way and, on Armed Forces Day, Memorial Day, Flag Day, Independence Day, and Veterans Day, may display in a respectful way portable, removable official flags, not larger than 41/2 feet by 6 feet, that represent the United States Army, Navy, Air Force, Marine Corps, or Coast Guard. (I) PARKING SPACES: (1) The Developer has provided ample parking spaces for the common use of all Unit Owners. The parking areas and parking spaces are part of the Limited Common Elements for the exclusive use of each individual Unit Owner. Parking spaces shall be designated and assigned by an unrecordable instrument at the Closing of each individual Unit. Once assigned, the Parking Spaces are not subject to redesignation by the Board of Directors and shall pass as Limited Common Elements with the sale of transfer of the individual Units. (2) The parking spaces shall be maintained, repaired, replaced and assessed for such maintenance, repair and replacement as and in the manner that the other Limited Common Elements are maintained, repaired, replaced and assessed. Page 5 - Declaration Book24774/Page239 CFN#20060825211 Page 5 of 68 (J) IDENTIFICATION OF BUILDINGS AND UNITS: This Condominium consists of one (1) building, as reflected on the Plot Plan, Survey and Graphic Description of the improvements, as more fully set forth on "EXHIBIT 3". Each Condominium Unit is described and located on "EXHIBIT 3" and is designated by an arabic number, e.g.: Unit No. 1. (K) PARTITION: No action for partition may be initiated by or shall lie in favor of any Owner of a Unit so long as the Condominium is in existence. ARTICLE VII ASSESSMENTS: Assessments against the Unit Owners shall be made by the Association and shall be governed by the following provisions: (A) SHARE OF EXPENSE, COMMON EXPENSE. The expense of operation and maintenance of the Common Elements including the expense of gas supplied to the Condominium Property, shall be a Common Expense and shall be borne by the Condominium Unit Owners in accordance with the Percentage of Ownership attributable to each Unit as set forth in "EXHIBIT 2" attached hereto. No Unit Owner shall have the right to withdraw or receive distribution of his share of the Common Surplus. (B) LIABILITY OF UNIT OWNER. Each Unit Owner shall be liable for that share of the said Common Expense as specified in Paragraph (A) of this ARTICLE VII. Assessments and monthly installment payments thereof shall commence immediately upon the sale and conveyance of the Unit by the Developer to a Grantee other than a Developer's nominee, substitute or alternate Developer. (C) LIABILITY OF DEVELOPER. The liability of the Developer with respect to its share of the Common Expenses for its unsold Apartment Units shall be as set forth in ARTICLE V, Paragraph (C). (D) ASSESSMENT ROLL. The assessments for Common Expenses shall be set forth upon a roll of the Units which shall be available in the office of the Association for inspection by Unit Owners at all reasonable times. Such roll shall indicate for each Unit the name and address of the owner or owners, the assessments for all purposes, and the amounts paid and unpaid for all assessments. (E) ASSESSMENTS FOR RECURRING EXPENSES. Assessments for recurring expenses for each account shall include the estimated expenses chargeable to each Unit Owner's account and a reasonable allowance for contingencies, deferred maintenance and reserves, less the unused fund balance credited to such account. Assessments shall be made for the calendar year annually in advance on December 1st preceding the year for which assessments are made. Such assessments shall be due in twelve (12) equal consecutive monthly payments, payable on the first day of each month of the year for which the assessment is made, provided however, that upon default in the making of any such installment payment, the entire assessment for the current calendar year shall forthwith be due and payable, without notice. (F) SPECIAL ASSESSMENTS. Special Assessments shall include all other assessments as may be made by the Board of Directors from time to time to meet other needs or requirements of the Association in the operation and management of the Condominium including but not limited to such items as capital expenditures and replacements. Any such special assessment in an amount exceeding $250.00 per year per Unit which is not a recurring expense, shall not be levied without the prior approval of Owners owning at least Seventy five (75%) percent of the Condominium Units, provided, however, that any assessment levied under the provisions of ARTICLE X, for the purpose of reconstruction or repair by the Association of any damage to a Unit or to the Common Elements shall not require such consent: further, provided, however, that said assessment or assessments be made only if said damage is to be repaired or reconstructed, as provided in the Declaration of Condominium. Special assessments will be assessed against and borne by the Owners of the Units in the same manner as assessments for other Common Elements except that such special assessments shall be due and payable not later than thirty (30) days after notice thereof, or as otherwise determined by the Board of Directors of the Association. (G) ASSESSMENT FOR LIENS. All liens of any nature, including but not limited to taxes and special Assessments levied by any governmental authority, which are a lien upon more than one Unit or on any portion of the Common Elements shall be paid by the Association as a Common Expense and shalt be assessed against the Units in the same manner as are all other Common Expenses. Approval of the Condominium Association shall not be required for emergency assessments. Page 6 - Declaration Book24774/Page240 CFN#20060825211 2 Page 6 of 68 (H) ASSESSMENTS FOR EMERGENCIES. Assessments for emergencies of Common Expenses requiring immediate repair which cannot be paid from the assessment for recurring expenses, shall only be made after approval of the Board of Directors of the Condominium Association. After such approval by the Board of Directors, such emergency assessment shall become effective, and it shall be due thirty (30) days after notice thereof in such manner as the Board of Directors may require. Assessments for emergencies will otherwise be assessed against and borne by the Owners of the Units in the same manner as other Common Expenses. Approval of the Condominium Association shall not be required for emergency assessments. (I) LIABILITY FOR PAYMENT IN THE EVENT OF FORECLOSURE. In the event of foreclosure by an Institutional Purchase Money Mortgagee of an Institutional Purchase Money Mortgage encumbering a Unit, the Purchaser of such Unit at such sale, his successors or assigns, shall not be liable for the unpaid portion of assessments attributable to such Unit for the period prior to and ending with the date of the foreclosure sale, but such unpaid portion of the assessments shall be deemed to be a Common Expense, assessable against and collectible from the Unit Owners, excluding the purchaser, his successors or assigns. The foregoing provision shall also be applicable to the conveyance of a Unit to an Institutional Purchase Money Mortgagee in lieu of foreclosure. The foregoing exemption for payment of assessments is in addition to and in no way restrictive of the additional exemptions granted herein to mortgagees under the provisions of ARTICLE X hereof. (J) LIABILITY FOR ASSESSMENTS. The owner of a Unit and his grantees shall be jointly and sever ally liable for all unpaid assessments due and payable at the time of a conveyance but without prejudice to the rights of a grantee to recover from the grantor the amounts paid by the grantee Therefor. Such liability may not be avoided by a waiver of either the grantor or grantee of the use or enjoyment of any Common Element or by abandonment of the Unit with respect to which the assessment is made. Except as provided in subparagraph (I) hereof, a purchaser of a Unit at a judicial sale, or a mortgagee acquiring title thereto by deed in lieu of foreclosure shall be liable for all assessments unpaid and due and payable when title is acquired and becoming due any time thereafter. (K) LIEN FOR ASSESSMENTS. Any unpaid portion of any assessment specified in paragraphs (E), (F), (G), and (H) of ARTICLE VII which is due shall constitute a lien upon: (1) The Unit and all appurtenances thereto, which liens shall become effective upon the recordation of a claim of lien by the Association in the Public Records of Miami -Dade County, Florida which claim of lien shall not be recorded until the payment is past due for at least ten (10) days. When recorded, this lien shall be effective against the Owner of the Unit(s) against which the claim of lien has been filed as well as against all parties having constructive knowledge thereof, by virtue of such recordations; and, (2) All tangible personal property located in the Unit except that such lien shall be subordinate to bona fide institutional Purchase Money Mortgages. (L) COLLECTION. (1) Assessments and installments paid on or after ten (10) days after due date shall bear interest at the rate of Ten (10%) percent per annum from due date until paid. All payments shall be applied first to interest, if accrued, and then to the assessment payment first due. (2) The Association may enforce collection of any delinquent assessment by suit at law for the purpose of securing money judgments without in any way waiving any lien which secures the same in such suit. The Association may recover in addition to any assessments due it, interest thereon at the rate of ten (10%) percent per annum, and any and all costs incurred in connection with such suit, including reasonable attorneys fees, and appellate attorneys fees. (3) In addition to any other remedies available to the Association, the Association may foreclose its lien for delinquent assessments in a suit brought in the name of the Association in like manner as the foreclosure of a mortgage on real property. In any such foreclosure, the Owner shall be required to pay a reasonable rental for the Condominium Unit, which rental is hereby declared to be no less than the monthly assessments normally chargeable against said Owner, including any assessment for Common Expenses assessed against said Owner. The Association, in such foreclosure, shall be entitled to the appointment of a receiver to collect said rental for the Association. In addition thereto, the Association shall be entitled to recover in said foreclosure all costs incurred in connection with such suit, including reasonable attorneys fees and appellate attorneys fees. The Association may bid on the Unit at said foreclosure sale and thereafter may acquire, hold, lease, mortgage and/or convey the same. (M) UNPAID ASSESSMENTS. In the event that either any assessment or any installment Page 7 • Declaration Book24774/Page241 CFN#20060825211 Page 7 of 68 thereof levied against any Unit Owner shall remain unpaid for ninety (90) days or more, then so long as such delinquent assessments and/or installments are not received by the Association, such unpaid assessments and/or installments shall be deemed to be a Common Expense and treated in a manner consistent with the provisions for the assessment and collection of Common Expenses. (N) CONTINUING OBLIGATION. Nothing contained herein shall be deemed to discharge a Unit Owner from his obligation to pay any assessment owed to the Association. (0) LIMITATION OF LIABILITY. The liability of a Unit Owner for Common Expenses shall be limited to amounts for which he is assessed from time to time in accordance with the Condominium Act, this Declaration of Condominium and the By -Laws, except that the Owner of a Unit may be personally liable for acts or omissions of the Association in relation to the use of the Common Elements, but only to the extent of his pro-rata share of that liability in the same percentage as his interest in the Common Elements, and then in no case shall liability exceed the value of his Unit. ARTICLE VIII OWNERSHIP OF THE COMMON SURPLUS AND OF THE COMMON ELEMENTS: The Common Surplus, the Common Elements and the Limited Common Elements shall be owned by the Condominium Owners in accordance with the Percentage of Ownership attributable to each Unit as set forth in "EXHIBIT 2" attached hereto. 0 ARTICLE IX THE OPERATING ENTITY: (A) ADMINISTRATION. The Association will be responsible for the operation of the Condominium and shall have all of the powers, duties and obligations set forth in the Condominium Act, as well as all the powers and duties as are granted to and obligations imposed upon it by the Condominium Documents. Each Owner of a Condominium Unit, whether said Unit is acquired by purchase, conveyance, transfer by operation of law, or otherwise, shall be bound by the Condominium Documents. (B) OPERATING PROCEDURES. The Association shall maintain accounting records according to good accounting practices, which records shall be open to inspection by Unit Owners at reasonable times. Reasonable written summaries of such records shall be supplied at least annually by the Association to Unit Owners. Such records shall include: (1) A record of all receipts and expenditures. (2) An Account for each Unit which shall designate the name and address of the Unit Owner, the amount and due date of each assessment, the amounts paid upon the account and the balance due. (C) MEMBERSHIP AND VOTING RIGHTS. Membership in the Association is automatic upon acquisition of ownership of a Condominium Unit and may not be transferred apart and separate from a transfer of the ownership of the Unit. Membership shall likewise automatically terminate upon sale or transfer of the Unit, whether voluntarily or involuntarily. There shall be one person with respect to each Unit who shall be entitled to vote at any meeting of the Association. Such person shall be known (and is hereinafter referred to) as "Voting Member". If a Unit is owned by more than one person, the Owners of said Unit shall designate one of them as the Voting Member, or in the case of a Corporate Unit Owner, an Officer or employee thereof shall be the Voting Member. The designation of the Voting Member shall be made as provided by and subject to the provisions and restrictions set forth in the By -Laws of the Association. The total number of votes shall be equal to the total number of Units in the Condominium and each Condominium Unit shall have no more and no less than one (1) equal vote in the Association. If one Owner owns more than one (1) Unit, he shall be entitled to one (1) vote for each Unit so owned. The vote of a Condominium Unit is not divisible. (D) MANAGEMENT AGREEMENT. In order to facilitate the operation of the Condominium Property, and in order to maintain the Condominium and the Common Elements, the Association shall have the right to enter into a Management Agreement with a Management Company. The fact that such a Management Agreement may be entered into with a Management Company shall in no way prevent the Association from terminating that contract in accordance with the applicable statutes, and entering into a Management Agreement with any other Management Company, nor is it intended to defeat any rights of the Association with respect to such Management Company which the Association may have under the laws of the State of Florida or under any Management Agreement. Page 8 - Declaration Book24774/Page242 CFN#20060825211 2 O�^^ Page 8 of 68 ARTICLE X INSURANCE: The Association shall obtain liability insurance in such amounts as the Board of Directors may from time to time determine for the purpose of providing liability insurance coverage for the Common Elements of this Condominium, but in no event shall said coverage be less than the limits of $100,000/300,000,000.00. The Association shall collect and enforce the payment of that share of the premium for such insurance attributable to each Unit Owner, as an assessment in accordance with the provisions of ARTICLE VII hereof. The Owner of a Unit shall have no personal liability for any damages caused by the Association on or in connection with the use of the Common Elements. Each Unit Owner, shall be liable for injuries or damage resulting from an accident in, on or about, his own Unit and Limited Common Elements to the same extent and degree that the Owner of a house would be liable for an accident occurring within the house, and shall be responsible for purchasing liability insurance to insure against the foregoing. (A) PURCHASE OF INSURANCE. The Association shall keep insured the Condominium Property, including all improvements erected upon the Condominium Property, and all other insurable interests on the Condominium Property, including fixtures and personal property owned by the Association, and all Units contained therein, in and for the interest of the Association, all Unit Owners, and their mortgagees as their interests may appear, in an amount which shall be equal to the maximum insurable replacement value as determined annually by the insurance carrier or carriers, if such insurance is available, against (a) loss or damage by fire and hazards covered by a standard coverage endorsement, and (b) such other risks of a similar or dissimilar nature as are customarily covered with respect to buildings similar in construction, location and use to the buildings erected upon the Condominium Property. The Association is authorized to obtain and accept a policy with a deductible clause, but only if the Association cannot obtain reasonable coverage without such a clause. Any and all such insurance, so purchased, shall be from an insurer having a Best rating of not less that "AA", and all such insurance so purchased, including the amount of coverage, the policies and the insurer shall be subject to the prior written approval of the Institutional Purchase Money Mortgagees holding a majority of the mortgages outstanding on individual Units. The Directors shall have no liability to the Association, the Owner or any other person for the failure to obtain insurance without a deductible clause and/or for the failure to obtain insurance in the full amount of the coverage required hereunder, if in good faith a majority of their whole number shall have determined that such insurance is not reasonably available. (B) ASSURED AND LOSS PAYABLE. All casualty insurance policies purchased by the Association hereunder shall be for the benefit of the Association, all Unit Owners and their mortgagees as their interest may appear, and shall provide that all proceeds covering casualty losses of $3,000.00 or less shall be paid to the Association. Losses in excess of $3,000.00 shall be paid to a Trustee which shall be any Bank or Trust Company authorized to and doing business in Miami -Dade or Broward County, Florida, designated by the Association and approved by a majority of the mortgagees of the Units in the Condominium Property (the term "majority", as used throughout this Article X, shall mean the Mortgagee with the highest dollar amount of mortgages outstanding on said Units.) Said Trustee is herein referred to as "Insurance Trustee". The Insurance Trustee shall not be liable for the payment of premiums or the sufficiency of premiums, nor for the failure to collect any insurance proceeds. The Insurance Trustee shall be responsible only for monies which come into its possession and only for its willful misconduct, bad faith or gross negligence. The duty of the Insurance Trustee shall be to receive such proceeds as are paid to it and to hold the same in trust pursuant to the terms of a Trust Agreement between the Association and the Insurance Trustee, the terms of which Agreement shall not be inconsistent with any of the provisions herein set forth. (C) PAYMENT OF PREMIUMS; TRUSTEE'S EXPENSES AND COLLECTION. All premiums for all insurance required to be carried by the Association, and all fees and expenses of the Insurance Trustee shall be deemed to be a part of the Common Expenses and shall be assessed by the Condominium Association against the Unit Owners in the manner consistent with the assessment and collection of Common Expenses generally. (D) MANDATORY REPAIR. Unless there occurs actual or constructive total loss to the improvements on the Condominium Property, subject to the provisions hereinafter provided, the Association and the Unit Owners shall repair, replace and rebuild the damage caused by casualty loss as their interests appear and pay the cost of the same in full. All repairs or replacements made by either the Association or the Unit Owners shall be made in accordance with the original final plans for said improvements which plans shall be kept and shall remain available for such purpose in the office of the Association. in the event that the insurance proceeds are insufficient to repair, replace, and/or rebuild the damages caused by the casualty, the Association shall collect whatever additional Page 9 - Declaration Book24774/Page243 CFN#20060825211 Page 9 of 68 monies are required for such repair, replacement and/or rebuilding by means of a special assessment. Such special assessment shall be assessed and collected in the manner provided for special assessments generally, and shall be treated in the manner set forth in subparagraph (F) of ARTICLE VII herein. The selection of the construction fund depository, the disbursing agent, as well as all disbursements from such construction fund, shall be subject to the approval of any Institutional Purchase Money Mortgagee. (E) DETERMINATION OF DAMAGE AND USE OF PROCEEDS. (1) Immediately after a casualty causing damage to any part of the Condominium Property, the Association shall obtain reliable and detailed estimates of the cost to repair and replace the damaged property to a condition the same as the condition that existed prior to the casualty loss. Upon receipt of such estimate or estimates, the Association shall immediately furnish a copy of each different estimate to each of the Unit Owners, provided, however, that if a casualty causes damage to a single Unit, then it shall be the responsibility of that Unit Owner to obtain estimates of the cost of replacement or repair as aforesaid. If the net proceeds of insurance are insufficient to pay the estimated cost of reconstruction and repair, the Association shall promptly, upon determination of deficiency, levy a special assessment against all Unit Owners in proportion to the Unit Owners' share in the Common Elements for that portion of the deficiency as is attributable to the cost of the restoration of the Common Elements and against individual Unit Owners for that portion of the deficiency related to damages to individual Units; provided, however, that if, in the opinion of the Association, it is impossible to determine accurately and adequately the portion of the deficiency relating to damages to individual Units, the Association shall levy the special assessment for the total deficiency against each of the Unit Owners, as a Common Expense, according to the percentages set forth in "EXHIBIT 2" of this Declaration. The determination of the Board of Directors of the Association as to that portion of the deficiency to be assessed against individual Unit Owners and as to which individual Unit Owners are liable therefor shall be conclusive and binding. (2) Unless there occurs actual or constructive total loss of the improvements on the Condominium Property, and as a result thereof the Unit Owners fail to elect to rebuild and repair as provided in Paragraph (F) below, both the net proceeds of all amounts collected by the Insurance Trustee and all funds collected by the Association from the special assessment provided for in Paragraph {D) and (B) of this Article shall be expended to repair, replace and/or rebuild any damages or destruction of the Condominium Property and the balance remaining, if any, shall be paid to the Unit Owners and their mortgagees as their interests may appear. The proceeds of insurance and the funds collected by the Association from the assessments as hereinabove provided shall be held by the Insurance Trustee and the Association in trust for the use and purposes herein provided. The Insurance Trustee shall have no obligation or duty to see that the repairs, reconstruction or replacements required hereunder are performed or accomplished, but such duty shall be the Association's. (F) TOTAL DESTRUCTION. Should there occur actual or constructive total loss of the improvements on the Condominium Property, the Condominium Property shall not be reconstructed unless the Owners of two—thirds (2/3) of all of the Units shall agree thereto, in writing, within sixty (60) days after notification of the Unit Owners by the Association as provided for in paragraph (E) (1) of this ARTICLE X of the casualty loss or damage. In the event such reconstruction is not approved as aforesaid, the Association shall direct the Insurance Trustee and the Insurance Trustee is and shall be authorized to pay proceeds of the insurance to the Unit Owners and their mortgagees as their interests may appear, and the Condominium Property shall be deemed to be removed from the provisions of the Condominium Act with the results provided for by Florida Statutes, Section 718.117, as amended. The determination not to reconstruct after casualty shall be evidenced by a certificate, signed by the President and Secretary of the Association, stating that -the said sixty (60) day period has elapsed and that the Association has not received the necessary writings from the Owners of two—thirds (2/3) of the Units, upon which certificates the Insurance Trustee may rely. (G) RIGHTS OF MORTGAGEES. If any Institutional Purchase Money Mortgagee of any Condominium Unit shall require it, the Association shall, from time to time deposit in a savings account established for the purpose, or with the Insurance Trustee, sufficient monies in escrow to insure the payment of the casualty insurance premiums insuring the Condominium Property. A majority of such Mortgagees as hereinabove defined may designate the Bank, Savings and Loan Association or Insurance Trustee as the depository of these funds and may determine the provisions of the escrow, but only one such escrow account shall be required. However, the Association shall not be required to fund this escrow more frequently than once a month nor deposit therein from month to month an amount greater than one twelfth (1/12) of the reasonably estimated casualty insurance premium next due, per month. Should the Association fail to pay such premium when due, or should the Association fail to comply with other insurance requirements, of the Institutional Purchase Money Mortgagee, said Institutional Purchase Money Mortgagee shall have the right, at its option, to order insurance policies and to advance such sums as are required to maintain or procure such insurance, and to the extent of the money so advanced, said mortgagee shall be subrogated to Page /0 - Declaration 0,� Book24774/Page244 CFN#20060825211 Page 10 of 68 the assessment and lien rights of the Association as against the individual Unit Owners for the payment of such item of Common Expense. The holder of any mortgage who in accordance with the provisions of such mortgage shall have the right to demand insurance proceeds in the event of a casualty Toss to the property secured by said mortgage, waives the right to such proceeds if proceeds are used pursuant to this Declaration of Condominium to repair, replace or rebuild the property subject to the mortgage lien. However, nothing herein shall be deemed a waiver by the mortgagee of its rights, if any to require that any surplus proceeds over and above the monies actually used for repair, replacement or reconstruction of the property subject to the mortgage, be distributed to the mortgagee and the Unit Owner as their interests may appear. Both the Unit Owner and holder of any Institutional Purchase Money Mortgage on such Unit shall have the right to approve the plans and proposals for any repairs, reconstruction or replacements to the Unit or Units encumbered by its mortgage or mortgages and no such repairs, reconstruction or replacements shall be begun or undertaken without such approval, which approval shall not be unreasonably withheld. Notwithstanding anything contained in this ARTICLE to the contrary, an Institutional Purchase Money Mortgagee shall always be entitled to receive, in reduction of its mortgage debt that portion of insurance proceeds apportioned to its mortgaged Unit in the same share as the share in the Common Elements appurtenant to such Unit, in the event: (a) Its mortgage is not in good standing and is in default; or (b) Insurance proceeds are not sufficient to complete restoration, reconstruction or repair and the Association has not made additional funds available for such purpose; or (c) It is determined to restore, repair or reconstruct the improvements in a manner or condition substantially different from that existing prior to the casualty and such Mortgagee has not consented in writing to such change or alteration. (H) ASSOCIATION AS AGENT. The Association is hereby irrevocably appointed agent for each Unit Owner to adjust all claims arising under insurance policies purchased by the Association, and to execute releases therefor. (I) AMENDMENT. Notwithstanding anything to the contrary contained in this Declaration, this ARTICLE X may not be amended without the prior written approval of a majority of the Institutional Purchase Money Mortgagees as hereinabove defined. ARTICLE XI TAXES: (A) The Condominium Act provides that property taxes and special assessments assessed by municipalities, counties and other taxing authorities shall be assessed against the Condominium Unit individually and not upon the Condominium Property as a whole. Such taxes, when assessed shall be paid by each Unit Owner, and this assessment shall be in addition to each Unit Owner's share of the Common Expenses. (B) Whenever a tax is assessed against the Condominium Property as a whole instead of against each Condominium Unit, such tax shall be treated as a Common Expense and shall be borne by the Unit Owners in the proportions specified in "EXHIBIT 2". ARTICLE XII USE RESTRICTIONS: The use of the Condominium Property shall be in accordance with the following provisions: (A) RESIDENTIAL USE. Each Unit shall be used only for residential purposes. (B) NUISANCES. No nuisance shall be allowed upon the Condominium Property nor any use or practice which is the source of annoyance to residents or which interferes with the peaceful possession and proper use of the Condominium Property by its residents. Unit Owners and Occupants shall be permitted to keep such pets provided that the maintenance of such pets in their Condominium Units shall not constitute a nuisance. It shall be the obligation of the Association to promulgate and enforce whatever rules and regulations it deems appropriate to prevent the abuse of the pet privilege by those Unit Owners and Occupants having pets. Any pet causing or creating a nuisance or disturbance shall be permanently removed from the Condominium Property forthwith upon written notice from the Board of Directors of the Association, acting through one of the duly elected Officers of the Association. (C) LAWFUL USE. No immoral, improper, offensive, or unlawful use shall be made of the Condominium Property nor any part thereof; and all laws, zoning ordinances, and regulations of all governmental bodies having jurisdiction thereof shall be observed. The responsibility of meeting the requirements of governmental bodies which require maintenance, modification or repair of the Condominium Property shall be the same as the responsibility for the maintenance and repair of the Page 11 - Declaration Book24774/Page245 CFN#20060825211 Page 11 of 68 property concerned. (D) LEASING OR RENTING. The owner of any Condominium Unit is permitted to lease his Unit, except that any such lease shall not relieve the Unit Owner of his obligations as provided in the Condominium Documents. The lessee need not be approved by the Condominium Association; however, all such lessees must execute those documents which the Association may reasonably require in order to insure that the rights of other Unit Owners shall not be derogated during the term of the lease and, also, to assume and agree to be bound by the Condominium Documents during the terms of their tenancy. Any Owner leasing or renting his Unit shall promptly notify the Board of Directors of the names of the persons occupying said Condominium Unit. (E) COMMERCIAL USAGE. No Condominium Unit, whether owned or leased, may be used to conduct any trade or business, the conduct of which would require the license or certification from any municipal, county, state or federal agency or licensing authority. (F) RULES AND REGULATIONS. The Board of Directors may adopt and promulgate Rules and Regulations conceming the use and occupancy of the Units and the Condominium Property and otherwise involving or concerning the Condominium, all of which Rules will be enforceable against and binding upon all owners and Occupants. Initial Rules and Regulations of the Condominium have been adopted and are attached hereto as "EXHIBIT 6", and may be amended from time to time by the Board of Directors of the Association. Copies of such Rules and Regulations and Amendments thereto shall be furnished to all Unit Owners. Any Amendments to the Rules and Regulations by the Board of Directors shall not be required to be filed as an Amendment to the Declaration of Condominium, nor recorded among the Public Records. (G) MODEL UNITS. The Developer shall have and retains the right to use and show as Model Unit(s), any Unit in the Condominium Property owned by Developer, and to display signs in reasonably appropriate places on the Condominium Property, entrance, foyer of the appropriate building, and upon the door of such Unit as to advise the public of the availability of these Units for sale and/or rental and of other matters pertaining thereto. Developer, its agents, servants, employees and lawful invitees may come upon the Condominium Property in a lawful manner for the purpose of showing and viewing such Model Units and otherwise conducting Developer's business of selling or renting such Units, irrespective of whether said Units are with the Condominium Property. ARTICLE XIII CONVEYANCES, TRANSFERS AND ENCUMBRANCES OF UNITS: (A) CONVEYANCES. In order to insure a community of congenial residents and thus project the value of the Units, the sale or exchange of Units by any Owner other than the Developer shall be subject to the following provisions so long as the Condominium exists: (1) Any Unit Owner who enters into an Agreement to sell his Unit, shall within ten (10) days after the execution of such agreement, furnish to the Association written notice of the name or names and residence addresses of the proposed purchaser or purchasers together with a copy of the said Agreement. The Owner shall also furnish the Association with such other information as the Association may reasonably require. Notice shall not be deemed to be given if it is erroneous in any material aspect. (2) Upon receipt of the Association of the required in subparagraph (1) of paragraph (A) of this ARTICLE XIII, the Association shall have ten (10) days from receipt to approve or disapprove the proposed purchaser. If the Association disapproves of the proposed purchaser, the Association shall, within thirty (30) days after such disapproval, but in no event later than forty (40) days after receipt of notice by the Seller, furnish the Seller with an approved purchaser who will accept the terms of sale as favorable to the Seller as those terms initially set forth in the notice to the Association by the Seller. In the event that the Association does not furnish to the Seller a substitute purchaser in the manner provided above, the Seller shall be free to sell his Unit to the purchaser initially proposed by him, and the Association shall provide said purchaser with a certificate of approval. Any approval by the Association shall be in recordable form and delivered by the Association to the purchaser, and except as otherwise provided herein, no sale of any Unit shall be valid without such approval. (3) No Unit Owner shall sell, transfer, convey or lease his Unit unless and until all past due assessments are paid, or their payment provided for to the satisfaction of the Association. (4) If a Unit Owner shall lease his Unit, he shall remain liable for the performance of all the agreements and covenants in the Condominium Documents, and he shall be liable for the violations by the lessee of any and all provisions contained therein. Page 12 - Declaration Book24774/Page246 CFN#20060825211 Page 12 of 68 t' (5) Every purchaser or lessee, who acquires any interest in a Unit, shall acquire the same subject to the Condominium Act. (6) The Board of Directors of the Association shall have the right and power to establish and assess a reasonable "transfer fee" as provided by Section 718.112 Florida Statutes, to be paid by the transferror (other than the Developer) of a Unit as a condition precedent to the validity of the transfer. (B) DECEASED UNIT OWNERS. (1) If the Owner of a Unit should die and the title to his Unit shall pass to his surviving spouse or to any immediate member of his family regularly in residence with him in the Unit prior to his death, such successor in title shall fully succeed to the ownership, rights, duties and obligations of the Unit Owner, the provisions of subparagraph (1) of Paragraph (A) of ARTICLE XIII of this Declaration notwithstanding. (2) If title to the Unit of such deceased Owner shall pass to any person other than a person or persons designated in Paragraph (1) above, then title, occupancy or possession of the Unit of the deceased Owner, he shall give the Association the notice required in Subparagraph (I) of Paragraph (A) of ARTICLE XIII of this Declaration, but shall not be subject to the provisions of Subparagraph (2) of Paragraph (A) or ARTICLE XIII. (3) Nothing in this Article shall be deemed to reduce, forgive or abate any amounts due the Association from the Unit Owner at the time of his death, nor the assessments attributable to the Unit becoming due after the Unit Owner's death. (C) MORTGAGES. An Owner who mortgages his Unit must notify the Association of the name and address of his mortgagee, and the Association shall maintain such information in a register which shall, among other things, contain the names of all the Owners of Units and the names of mortgagees holding mortgages on Units. The failure to notify the Association of the existence of a mortgage shall in no way impair the validity of the mortgage. If an Owner mortgages his Unit, he shall not be permitted to modify, alter or change any physical aspect of the Unit without the written authorization of the mortgagee, which authorization shall be in the form commonly required for the recordation of instruments in Miami -Dade County, Florida. (D) LIENS. (1) Protection of Property. All liens against a Unit Other than for mortgages, taxes or special assessments, shall be satisfied or otherwise removed within thirty (30) days from the date the lien attaches. All taxes and special assessments upon a Unit shall be paid before they become delinquent. (2) Notice of Lien. A Unit Owner shall give notice to the Association of every lien against his Unit other than mortgages, taxes, and special assessments within five (5) days after the lien has attached. (3) Notice of Suit. Every Unit Owner shall give notice to the Association of every suit or other proceeding which may effect the title to his Unit, such notice to be given within five (5) days after the Unit Owner receives actual notice thereof. (4) Failure to comply with this section concerning liens will not affect the validity of any judicial sale. (E) RIGHTS OF MORTGAGEES. The provisions of this ARTICLE XIII shall in no way be construed as affecting the rights of an Institutional Purchase Money Mortgagee owning a recorded Institutional Purchase Money Mortgage on any Unit and the rights hereinabove set shall remain subordinate to any such Institutional Purchase Money Mortgage. Further, the provisions of this Article shall not be applicable to purchasers at foreclosure or other judicial sales of Institutional Purchase Money Mortgages, or to transfers to Institutional Purchase Money Mortgagees, to the Developer or any corporate grantee of the Developer. (F) UNAUTHORIZED TRANSACTION. Any sale which is not authorized pursuant to the terms of this Declaration shall be voidable by the Association unless subsequently approved by the Association, which approval shall be in the form specified in subparagraph (2) of paragraph (A) of this ARTICLE XIII. (G) COMPLIANCE AND DEFAULT. Each Unit Owner shall be governed by and shall comply with the terms of the Condominium Documents. A default shall entitle the Association of Page 13 - Declaration i1 Book24774/Page247 CFN#20060825211 Page 13 of 68 t' other Unit Owners to the following relief: (1) Legal proceedings. In addition to the remedies for the foreclosure of a lien as provided for in ARTICLE VII hereof, the Association shall have each and all of the rights and remedies which may be provided for in the Condominium Documents or which may be available at law or in equity, and may prosecute any action or other proceedings against such defaulting Unit Owner and/or others for enforcement of any lien, statutory or otherwise, including foreclosure of such lien and the appointment of a receiver for the Unit and ownership interest of such Unit Owner, or for damages or injunction or specific performance or for judgment for payment of money and collection thereof, or for any combination of remedies, or for any other relief. All expenses of the Association in connection with any such actions or proceedings, including court costs and attorney's fees and other fees and expenses and all damages liquidated or otherwise, together with interest thereon at the maximum legal rate shall be charged to and assessed against such defaulting Unit Owner, and the Association shall have a lien for all of the same, as well as for nonpayment of his respective share of the common expenses and upon his Unit and upon all of his additions and improvements thereto and upon all of his personal property in his Unit or located elsewhere on the Condominium Property. In the event of any such default by any Unit Owner, the Association shall have the authority to correct such default, and to do whatever may be necessary for such purpose, and all expenses in connection therewith shall be charged to and assessed against such defaulting Unit Owner. (2) Negligence. Each Unit Owner shall be liable for the expense of any maintenance, repair or replacement rendered necessary by his neglect or carelessness or by that of any member of his family or his or their guests, employees, agents or lessees. Should the rates for the insurance required to be carried by the Association be increased due to the use, misuse, occupancy or abandonment of a Unit by the Unit Owner, said Owners alone shall be liable to the Association for the increase and such increase shall not be deemed to be a common expense of the Association. (3) Costs and attorney's fees. In any proceeding arising because of an alleged default by a Unit Owner, the prevailing party shall be entitled to recover the costs of the proceedings and reasonable attorneys' fees from the other party. (4) Waiver of rights. The failure of the Association or of any Unit Owner to enforce the covenants, restrictions or other provisions of the Condominium Documents shall not constitute a waiver of the right to do so thereafter. ARTICLE XIV AMENDMENT: (A) DECLARATION OF CONDOMINIUM. Except as here in otherwise provided, amendments to this Declaration shall be adopted as follows: (1) Notice. Notice of the subject matter of the proposed amendment shall be included in the notice of any meeting of the Association at which a proposed amendment is to be considered. (2) Resolution. A resolution adopting and approving a proposed amendment shall be proposed, adopted and approved by the Board, and after being proposed, adopted and approved by the Board, it must be adopted and approved by the members. Directors and Unit Owners not present at the meeting considering the amendment may approve and adopt same in writing. Such proposals, adoptions and approvals must be by a vote of not less than fifty one (51%) percent of the Unit Owners entitled to vote, except as to an amendment altering the percentages of ownership in the Common Elements or the voting rights of any of the Owners of the Condominium, any of which shall require the approval of one hundred percent (100%) of the Owners, except as provided for in ARTICLE V herein. (3) Consent. No amendment shall be made which would affect or in any way alter the extent, nature and priority of the lien and rights of Institutional Purchase Money Mortgagees without the consent of all such Institutional Purchase Money Mortgagees. (4) Approval. ARTICLE V of this Declaration of Condominium may not be amended without the written approval and joinder of the Developer. (5) Recording. A copy of each amendment shall be certified by the officers of the Association as having been duly adopted and shall be duly recorded in compliance with the Condominium Act. The amendment shall become effective when recorded among the Public Records of Miami -Dade County, Florida. Page 14 - Declaration Book24774/Page248 CFN#20060825211 Page 14 of 68 t' (6) Notwithstanding anything contained herein to the contrary, during the first six months following its recordation in the Public Record this Declaration may be amended by the Developer alone, without requiring the consent of any other party, if such amendment has been required in writing by the Florida Department of Business and Professional Regulation. (B) ARTICLES OF INCORPORATION AND BY-LAWS. The Articles of Incorporation and the By -Laws of the Association shall be amended only in the mariner provided therein. (C) PROVISO. Except as provided in ARTICLE V, herein, no amendment shall change any Condominium Unit nor the share of the Common Elements, Common Expenses or Common Surplus attributable to any Unit, nor the voting rights appurtenant to any Unit, unless the record Owner or Owners thereof and all record owners of hens upon such Unit or Units shall join in the execution of such amendments. No amendment or change to this Declaration or to the Articles of Incorporation or the By -Laws of the Association shall be effective to affect or impair the validity or priority of any mortgage encumbering a Unit without the written consent thereto by all of the mortgagees owning and holding the mortgage or mortgages encumbering the said Unit or Units, which consent shall riot be unreasonably withheld and shall be executed with the formalities required for deeds and filed with the aforesaid amendment. The Developer reserves the right, at any time prior to the closing of the sale of the first Condominium Unit under this Declaration of Condominium, to make amendments to the Condominium Documents so long as said amendments do not affect the percentages of ownership in the Common Elements, assessments, voting rights, location or size of any Unit. r1 \( ARTICLE XV TERMINATION: The Condominium may be terminated in one of the following manners: (A) AGREEMENT. The termination of the Condominium may be effected by the unanimous agreement of the Unit Owners and all Institutional Purchase Money Mortgagees, which agreement shall be evidenced by an instrument executed in the same manner as required for the conveyance of the land. The termination shall become effective when such agreement has been recorded in the Public Records of Dade County, Florida. When the board of directors of the Association intends to terminate or merge the Condominium, or dissolve or merge the Association, the boards shall so notify the Division of Florida Land Sales, Condominiums, and Mobile Homes of the Florida Department of Business and Professional Regulation (the "Division") before taking any action to terminate or merge the Condominium or the Association. Upon recordation of the instrument evidencing consent of all of the Unit Owners to terminate the Condominium, the Association within 30 business days shall notify the Division of the termination and the date the document was recorded, the county where the document was recorded, and the book and page number of the public records where the document was recorded, and shall provide the Division a copy of the recorded termination notice certified by the clerk. (B) DESTRUCTION. In the event it is determined as is elsewhere provided that the Condominium shall not be rebuilt after destruction, the condominium form of ownership shall at such time be terminated. (C) RIGHTS OF MORTGAGEES. Termination of the Condominium shall in no way impair the right of Institutional Purchase Money Mortgagees or lienors of the Condominium Units with respect to said Units. (D) RIGHTS OF UNIT OWNERS. Upon termination of the Condominium, the Condominium Property shall be owned in common by the Unit Owners in the same undivided shares as each Owner previously owned in the Common Elements. (E) RIGHTS OF DEVELOPER. The Developer shall have the right to terminate this Condominium prior to the conveyance of title to the first Unit, which said termination shall be by the filing of a swom affidavit pursuant to Florida Statutes. ARTICLE XVI SEVERABILITY: The invalidity of any covenant, restriction or other provisions of any Condominium Documents shall not affect the validity of the remaining portions. Page 15 - Declaration Book24774/Page249 CFN#20060825211 Page 15 of 68 ARTICLE XVII TITLES AND SUBTITLE: All titles, subtitles and other designations contained herein are solely for the purpose of convenience and shall in no event be deemed to affect in any way the contents or the substance contained in this Declaration of Condominium and/or any or all of the Exhibits hereto. IN WITNESS WHEREOF, the undersigned have hereunto executed this instrument and affixed their seals at Miami Beach, Dade County, Florida, this day of 2.0 r" 2005 Signed Sealed and Delivered In the Presence of: ST. JOHN PROPERTIES CORPORATION A Floridan Corporation By: ,cQ ,lL�•t�' Doris Isaac, Vice resident STATE OF FLORIDA COUNTY OF MIAMI-DADE Before me the undersigned authority, duly authorized to administer oaths and take acknowledgments, personally appeared, Doris Isaac, Vice President of ST. JOHN PROPERTIES CORPORATION, a Florida corporation, who is either know personally to me or who produced a valid Florida drivers license, and who acknowledged to and before me to be the individual described in and who executed the foregoing instrument as such Officer of said Corporation, and that said instrument is the free act and deed of said Corporation. WITNE my hand and official seal, this aria �q NOTARY PUBLIC, State of Florida My Commission Expires: p7o88/O1? day of ec4, 200 5 ,,,, Elaine Gordon C.ommission #DD322610 i' :•= Expires: Jul 08, 2008 Atianti8:13ontddingaL, lam In Witness Whereof, Doris Isaac, the Vice President of St. John Properties Corporation, has set his hand and seal the day and year first above written. Signed, sealed, and delivered in our presence: NESS: Signature HYACINTH E. SECOND WITNE Signatur HENRY E. JONES Legibly print name Legibly print name 0 70^ Page 16 - Declaration Book24774/Page250 CFN#20060825211 Page 16 of 68 �4 JOINDER ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC., a Florida corporation not for profit, hereby agrees to accept all the benefits and all of the duties, responsibilities, obligations and burdens imposed upon it by the provisions of this Declaration and Exhibits attached hereto. IN WITNESS WHEREOF, ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC., has caused these presents to be signed in its name by its proper officer and its corporate seal to be affixed This day of 200 ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. A Florida Corporation David Alexande , President STATE OF FLORIDA COUNTY OF MIAMI-DADE Before me the undersigned authority, duly authorized to administer oaths and take acknowledgements, personally appeared, David Alexander, President of ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC., a Florida corporation, who is either know personally to me or who produced a valid Florida drivers license, and who acknowledged to and before me to be the individual described in and who executed the foregoing instrument as such Officer of said Corporation, and that said instrument is the free act and deed of said Corporation. WITN S my hand and official seal, this �SdQ it of Ph 200 5 ,-(41e -C A Elaine Gordon N TARY PUBLIC, State of Florida ': _ Commission#DD322610 Expires: Jul 08, 2008 Ken Bonded Thru , Atlantic Bonding Co., Inc. My Commission Expires: 070 0g In Witness Whereof, David Alexander, President of ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. has set his hand and seal the day and year first above written. Signed, sealed, and delivered in our presence: FIRST WITNESS: Sig rSatu re HYACINTH E. HARVEY Legibly print name SECOND WITNESS: Signature HENRY E. .TONES Legibly print name Page 17 - Declaration 0 0 Book24774/Page251 CFN#20060825211 Page 17 of 68 CONSENT OF MORTGAGEE TO DECLARATION OF CONDOMINIUM Wachovia Bank, National Association, as the holder of that certain Mortgage, Assignment of Rents and Security Agreement given by St. John Properties Corporation on June 15, 2004 and recorded July 16, 2004 in Official Records Book 22489, at Page 4317, together with that certain UCC-1 Financing Statement recorded in Official Records Book 22489, at Page 4329, both of the Public Records of Miami -Dade County, Florida, hereby consents to the filing of the foregoing Declaration of Condominium of St. John Village Condominium in accordance with Section 718.104, Florida Statutes. WACHOVIA BANK, National Association By As its: STATE OF FLORIDA COUNTY OF mop jq-, )G icy �R�S I-DFn7f } I HEREBY CERTIFY that, on this day, before me, an officer duly authorized in the State and CAinty aforesaidpto administer oaths and take ackno ledgments, personally ' appeared P YGl }-� -`j�ro r , as a V 1`C2 v e S d C.4t of WACHOVIA BANK, National 'Association, who is personally known to me, or who has produced as identification, and who did not take an oath, but acknowledged before me the execution of the foregoing instrument for the purposes therein expressed. WITNESS my hand and official seal in the County and State last aforesaid this 30'14 day of September, 2005. NOTARY,PUBLIC, STATE OF FLORIDA Name: DVAS.DP . E - Lea_ Please Print My commission expires: [SEAL] Page 18 Book24774/Page252 CFN#20060825211 Zo oT Page 18 of 68 C_ CONSENT OF MORTGAGEE TO DECLARATION OF CONDOMINIUM Miami -Dade County, a subdivision of the State of Florida, the holder of a mortgage dated December 29, 2005 and recorded on February 1, 2006 in Official Record Book 24195 at Page 1560 through 1577 of the Public Records of Miami -Dade County, Florida does hereby consent to the filing of the foregoing Declaration in accordance with the Section 718.104 of the Florida Condo m Act. By.;..-- dd../ . P Title State of Florida County of Miami -Dade The forgoing instrument was acknowledged in my presence before me this I,,� day of y .)JLA , 2006 by the signatory indicated above who is either known personally to me 'ho produced a valid Florida drivers license as identification. otary P blic y C. mission Expires: j 1 A Page 19 Book24774/Page253 CFN#20060825211 0 70 oT Page 19 of 68 72 Oi(� CONSENT OF MORTGAGEE TO DECLARATION OF CONDOMINIUM `- The undersigned, the City of Miami, as Mortgagee under that certain Mortgage and Security Agreement dated July 2, 2004, recorded on August 6, 2004 in Official Records Book 22550, Page 2783, of the Public Records of Miami -Dade County, Florida, does hereby consent to the filing of the foregoing Declaration in accordance with the Section 718.104 of the Florida Condominium Act. IN WITNESS WHEREOF, the Mortgagee has caused this Consent to be signed as of the 3 day of AIOve (_ , 2005. ATTEST: ys Pris lla A. Thompson City Clerk i^ Approved As To Form And `` Corr ge City STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) City of Miami, a municipal corporation of the State of Florida Joe Arriola City Manager BEFORE ME, the undersigned authority, this day appeared Joe Arriola , City Manager of the City of Miami, and he acknowledged to and before me that he executed the said instrument, acting in his said official capacity, for and as to the act and deed of the City, and in its name, for the uses and purposes therein mentioned, and after being duty authorized and directed. He is: [ ] personally known to me, or [ ] produced as identification. of NWITNESS my hand and official Seal in the County and State aforesaid, on this, the Q3 day Oot x/ , 2005. Notary Public State of Print Name i e 1e a ' • R' (P'Z My Commission Expires: Ofelia E. Perez !. -.i+: Commission #DD221319 aExpire: onded Thni 2007 Atlantic BondingCo., Inc -57/`n V ^ ZO Page 20 Book24774/Page254 CFN#20060825211 Page 20 of 68 Unit 1 3 bedroom 7.85424% Unit 2 3 bedroom 7.85424% Unit 3 2 bedroom 5.3644% Unit 4 2 bedroom 5.3644% Unit 5 3 bedroom 7 85424% Unit 6 3 bedroom 7.85424% Unit 7 3 bedroom 7.85424% Unit 8 3 bedroom 7.85424% Unit 9 3 bedroom 7.85424% Unit 10 3 bedroom 7.85424% Unit 11 2 bedroom 5.3644% Unit 12 2 bedroom 5.3644% Unit 13 3 bedroom 7.85424% Unit 14 3 bedroom 7.85424% EXHIBIT 1: Legal Description of the Condominium Property Lots 4, 5, 8, 9 and 12, Block 33 of JOHNSON AND WADDELL'S ADDITION according to the Plat thereof as recorded in Plat Book "B", Page 53, of the Public Records of Miami -Dade County, Florida. EXHIBIT 2: Percentage Shares of Ownership of Common Elements and Common Surplus and of Sharing of Common Expenses for each Unit Owner ST. JOHN VILLAGE CONDOMINIUM (the "Condominium") consists of 14 units (numbered as Units 1 through 14). There are two types of units. " Ten (10) of the units have 3 bedrooms and contain 1,470 sq. ft. of floor space each Four (4) of the units have 2 bedrooms and contain 1,004 sq. ft. of floor space each The percentage of ownership that each unit has in the common elements and the common surplus and the percentage of liability that each unit has for the common expense of the Condominium is calculated by comparing the square footage of interior floor space for each unit with the total square footage of the interior floor space for all 14 units combined, Accordingly, the percentages are as follows: Each 3 bedroom unit shall have a 7.85424% share Each 2 bedroom unit shall have a 5.3644% share Unit Size Share `'J l.0 Page 21 - Declaration 0 Book24774/Page255 CFN#20060825211 Page 21 of 68 Notes: 1. All numbered parking spaces are "LIMITED COMMON ELEMENTS", 2. Everything that is not marked as either a condominium unit or "LIMITED COMMON ELEMENTS1 is a 11COMMON ELEMENT". PROPOSED RESIDENTIAL BUILDING. APPROX HEIGHT,. 28 FEET LEGEND: PROPERTY LNE COMX913.E1E1rt ea.nal uE L06.11918919(r WIIEOCOMION HHQ11 ST. JOHN VILLAGE CONDOMINIUM 1606 NW 1ST AVENUE, YEW, (ICBM 33101 DAVID DAYS, PRESIDENT/CEO (305) 372-0682 \.`G Legal DeaagGon: �\ \� Ir•.l,alr lAr0.arrlts.wr. v sail. SIMMS mmi9. 0. ▪ tis 9 /es N.tbs .1 111laCsr Cry. Flo* PROPOSED RESIDENTIAL BUILDING. ALLEY APPROX. HEIGHT= 28 FEET a • /'/r %��� �� //%/���% f mer I a A s w 11 L.]A SITE PLAN 1 a 11 n tt. I I w" as a v r a n wax snows azn NW ISTAVENUE 10' 0 ICY 3D' MARCH 30, 2004 NORTH General Information: PmPadow .sue MWsk AIMMO roar in? • 1.-0* Tofu samosa Y+•••••ftie.b lass —__.—Jar .=1merowlays.._ r.r rlann.+r. .mr lam li•Iem __.sr ✓ r _rr pr.rwi tilaw Or Rat -- •100014 salaam AMU. LMU P▪ ISS MAW 41.119.-24 ..... son Mom lass. alas. la U. Mrs l.M•m+Mr1 41•r^pla•re•y +r rr digs wslas.m lwolar.l>rr.�.•. m.sr sm. r..,esDR* f•T.1rr• rr.m.r 3— r�.ewa.— sale WON 1.19AVI .ei11 111%IMF oleo 7.L 9:91 llfr %MU 1/11DEEl�_.__4 11.•IEU. Y®•AIF. )AAU. WLtJen l riss'13114.Asi IW1U.J l yela•y.s• Nr NOW) MAC 1913MIMMS la.J__9197 a r. Page 22 - Declaration CFN#20060825211 Book24774/Page256 00 C 0 S 10 UMIED COMMON ELEMENT GROUND FLOOR SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 01 Page 23 - Declaration 72 04\ Book24774/Page257 CFN#20060825211 Page 23 of 68 -o� DIN. GROUND FLOOR BEDROOM 1 BEDROOM3 BEDROOM2 111.....1 awry 5 0 5 10 [M LIMITED COMMON aEJifxr SECOND FLOOR 00 ST. JOHN VILLAGE CONDOMINIUM - UNIT 02 <C\ Page 24 - Declaration Book24774/Page258 CFN#20060825211 Page 24 of 68 GROUND FLOOR II u BEDROOM I n : � i L__J BEDROOM 2 rre s o s w IIMrrED COMMON aEl In SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 03 0 cn(S) • Page 25 - Declaration �v Book24774/Page259 CFN#20060825211 Page 25 of 68 GROUND FLOOR s a s o LIIJRED COMMON ELEMa it SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM — UNIT 04 Page 26 - Declaration Book24774/Page260 C F N#20060825211 1 �92 r Page 26 of 68 5 0 S 10 METE COMMON ELEMENT GROUND FLOOR SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 05 Page 27 - Declaration Book24774/Page261 C FN#20060825211 72 04\ ./ Page 27 of 68 �' GROUND FLOOR SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 06 Page 28 - Declaration Book24774/Page262 C FN#20060825211 OT Page 28 of 68 BEDROOM I BEDROOM 3 0 BEDROOM 2 6 0 0 10 LOVED COMMON ELEMENT GROUND FLOOR SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 07 Page 29 - Declaration Book24774/Page263 C FN#20060825211 OT 4\ Page 29 of 68 BEDROOM 1 BEDROOM 3 BEDROOM 2 s o s to UNITED CDNNDN ELBeIT \/ 0 GROUND FLOOR SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 08 Page 30 - Declaration o Book24774/Page264 CFN#20060825211 /c"\ Page 30 of 68 S o S 10 LIMITED COMMON ELEMENT GROUND FLOOR SECOND FLOOR -9 ST. JOHN VILLAGE CONDOMINIUM - UNIT 09 (:\ Page 31 - Declaration Book24774/Page265 CFN#20060825211 Page 31 of 68 GROUND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 10 Page 32 - Declaration -- O BEDROOM 3 BEDROOM BEDROOM 2 s o s o LINKED GOWN ELEMENT SECOND FLOOR C� Book24774/Page266 CFN#20060825211 Page 32 of 68 GROUND FLOOR s a a io LIMITED COYMDN ELEMENT SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 11 Page 33 - Declaration 0 Book24774/Page267 C FN#20060825211 Page 33 of 68 KIT. DIN. Jr— LCC — UVING GROUND FLOOR BEDROOM I BEDROOM 2 V s o s io UirITEaCONAONEEMENT / SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 12 0 C` (S)cP 0 Page 34 - Declaration Book24774/Page268 CFN#20060825211 Page 34 of 68 F<-BEDROOM BEDROOM I O O BEDROOM 3 LIAtl1ED COMMON ELEMENT GROUND FLOOR SECOND FLOOR ST. JOHN VILLAGE CONDOMINIUM - UNIT 13 Page 35 - Declaration 0 70 C\ Book24774/Page269 CFN#20060825211 Page 35 of 68 o 0 GROUND FLOOR BEDROOM 2 BEDROOM 3 LIMITED COMMON ELEMENT SECOND FLOOR 0 ST. JOHN VILLAGE CONDOMINIUM - UNIT 14 ZO Page 36 - Declaration Book24774/Page270 CFN#20060825211 Page 36 of 68 -7� ST. JOHN VILLAGE CONDOMINIUM C7(0 CERTIFICATE OF SURVEYOR geN THE UNDERSIGNED, A LICENSED AND PROFESSIONAL LAND SURVEYOR AND MAPPER, DULY AUTHORIZED TO PRACTICE UNDER THE LAWS OF THE STATE OF FLORIDA, DOES HEREBY CERTIFY THAT AS RECORDED UNDER FLORIDA STATUTES SECTION 718.105 THE CONSTRUCTION OF THE IMPROVEMENTS IS SUBSTANTIALLY COMPLETE SO THAT THE MATERIAL TOGETHER WITH THE PROVISIONS OF THE DECLARATION DESCRIBING THE CONDOMINIUM PROPERTY, IS AN ACCURATE REPRESENTATION OF THE LOCATION AND DIMENSIONS OF THE IMPROVEMENTS AND SO THAT THE IDENTIFICATION, LOCATION, AND DIMENSIONS OF THE COMMON ELEMENTS AND OF EACH UNIT IN "ST4 • JOHN VILLAGE CONDOMINIUM"CAN BE DETERMINED FIOM,Tf1$ MATERIALS. DATED THIS 20TH DAY OF JULY, 2006 ROBERT RI2UELA PROFESSIONAL S 1RVEYOR AND MAPPER CERTIFICATE NO. 3064 STATE OF FLORIDA C4 N ROBERTO R. BRIZUELA & ASSOCIATES PROFESSIONAL SURVEYOR & MAPPER No. 3064 73111 WEST ELAGLFR STREET MAIM, FLOP/ 14 33144 PHONES' (305) 551.4393 FAX (305) 265 4112 Page 37 Book24774/Page271 CFN#20060825211 Page 37 of 68 ST. JOHN VILLAGE CONDOMINIUM NO ID) UNIT1 UNIT1 sy UNIT 2 a11====_-_ 16f UNIT 1 w ey Ii.00' C U7 LOT I 91X31 orranrs away $4•110 II 5 c m A •C• x • " • Sow, MN ••• 1.. azr ■G 3C 7.00` •M• 41,0C, ""21IF Yb 6' U.N.* Tyr 11 MOM Ca7MMwM Mavnrn LW -L Cabin. M48 Righld4fry NW 16T1-f STREET di $11. V. NOW • M7r MOO P.B. A. 3. vow RC "EXHIBIT A" ROBERTO R. BRIZUELA & ASSOCIATES PROFESSIONAL SURVEYOR & MAPPER No, 3064 7314 WEST FLAG ER STREET MIAMI, FLORIDA 33144 PHONES: (305) 551.43D3 FAX (303) 244-0112 Page 38 Book24774/Page272 C FN#20060825211 Page 38 of 68 EXHIBIT 4: Articles of Incorporation of the Association -7 ARTICLES OF INCORPORATION of ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. a Florida Corporation not -for -profit --- ARTICLE I The name of the Corporation is ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC., a Florida Corporation not -for -profit. ARTICLE II This Corporation is incorporated as a corporation not for profit under the provisions of Chapter 617, Florida Statutes. ARTICLE III The mailing address of the Corporation is 1324 NW 3rd Ave., Miami, FL 33136. The principal office of the Corporation is located at 1324 NW 3rd Ave., in the City of Miami Florida. L� ARTICLE IV The name of the registered agent of the corporation is John Little. The address of this registered agent is Legal Services of Greater Miami, 3000 Biscayne Blvd., Suite 500, Miami, FI 33137. ARTICLE V The purpose for which this Corporation is organized is to act on behalf of its Members collectively as their governing body with respect to the administration, maintenance, repair and replacement of certain property, hereafter called "The Property" and legally described as: See EXHIBIT "A" attached hereto and made a part hereof. which has been or will be submitted to the provisions of the Condominium Act of the State of Florida to be known as ST. JOHN VILLAGE CONDOMINIUM, and as such to own and acquire any real estate or interest or rights therein appurtenant thereto and any personal property in connection therewith as may be incidental or necessary to such purpose, all on a not -for -profit basis. ARTICLE VI The term for which this Corporation is to exist is perpetual unless the Condominium is terminated pursuant to the provisions of the Declaration of Condominium of ST. JOHN VILLAGE CONDOMINIUM, or pursuant to the relevant provisions of the Florida Statutes. Any such dissolution will be pursuant to the terms of the Declaration of Condominium. ARTICLE VII The Members of this Corporation shall consist of all of the record owners of the Condominium Units in the Condominium. Until such time as the recording of the Declaration of Condominium submitting the property to condominium ownership has occurred, the Members shall consist of the Incorporator. The Owner of a Condominium Unit in the Condominium shall automatically be and become a member of this Corporation. The share of a Member in the funds and assets of this Corporation cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to the Condominium Unit. Membership shall likewise automatically terminate upon sale or transfer of the Unit, whether voluntarily or involuntarily. There shall be one person with respect to each Unit Ownership who shall be entitled to vote at any meeting of the Association. Such person shall be known (and is hereinafter referred to) as a "Voting Member". If a Unit is owned by more than one person, the Owners of said Unit shall designate one of them as the Voting Member, or in the case of a Corporate Unit Owner, an officer or employee thereof shall be the Voting Member. The designation of the Voting Member shall be made as provided by and subject to the provisions and restrictions set forth in the Declaration of Condominium of the Association. A vote of a Condominium Unit is not divisible. A quorum at members' meetings shall be attained by the presence of persons entitled to cast in excess of 33 1/3% of the votes of Voting Members entitled to vote at the subject meeting. —37v Page 39 - Declaration Book24774/Page273 CFN#20060825211 Page 39 of 68 ARTICLE VIII The affairs of the Corporation shall be governed by a Board of Directors which Board will consist of not less than five (5) nor more than fourteen (14) persons, except that the initial Board of Directors shall consist of three {3) persons who need not be Members of the Association. With the exception of the initial Board, Directors shall be elected from among the Unit Owners or if a Unit Owner shall be a corporation, partnership or trust, then an officer, partner or beneficiary of such Unit Owner shall be qualified to be a Director. The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Corporation and shall have all the powers and duties referred to in the Declaration and in the Statutes of the State of Florida respecting corporations not for profit, and all of the powers defined and set forth in the Condominium Act of the State of Florida which the Unit Owners collectively may do or may have done. The powers of the Board of Directors shall be as set forth in the By -Laws of the Corporation. ARTICLE IX Directors of the Association shall be elected at the annual meeting of the Members in the manner determined in the By -Laws. In initial directors shall be designated by the Incorporator as provided for in §617.0205, Florida Statutes. Subject to the provisions of the Declaration of Condominium of ST. JOHN VILLAGE CONDOMINIUM, and the relevant provisions of the Florida Statutes, the first election of the Board of Directors shall not be held until ST. JOHN PROPERTIES CORPORATION, a Florida Corporation, the "Developer", has closed the sales of all of the Condominium Units, or until the Developer elects (or is required as provided in the Declaration and By -Laws, or by Statute) to terminate its control of the Association, or until two (2) years from the recordation of the Declaration of Condominium, whichever occurs first, provided, however, that the Developer shall be entitled to elect not less than one (1) member of the Board of Directors of the Association as long as the Developer holds for sale in the ordinary course of business at least five (5%) percent of the Units in the Condominium, and provided further, that such right may be waived by the Developer at its sole option. For purposes of this Paragraph, Developer shall mean, Developer, its successors and/or assigns. The Directors named in these Articles shall serve until the first election of Directors, and any vacancies in office occurring before the first election shall be filled by the remaining Directors. At the expiration of the initial term of the office of each of the said respective directors, his or her successor shall be elected to serve until the next annual meeting of Members and the election and qualification of their successors. Directors shall hold office until their successors have been elected and qualified. Vacancies in the Board of Directors may be filled by the remaining Directors and the Director so elected by the remaining Directors shall serve until the next annual meeting or special meeting of the Members of the Corporation. ARTICLE X The officers of the Corporation shall be a President, a Secretary, a Treasurer. and such assistants to such officers as the Board may deem appropriate, which officers shall be elected at the first meeting of the initial Board of Directors, and at each annual meeting of the Board of Directors and shall hold office until their successors are elected or until they are otherwise removed. Any officer may be removed at any meeting by the affirmative vote of a majority of the Members of the Board of Directors, either with or without cause, and any vacancy in any office may be filled by the Board at any meeting thereof. The officers shall receive no compensation for their services except as expressly provided by a resolution duly adopted by the Members. ARTICLE XI The initial By -Laws of this Corporation are those annexed to the Declaration of Condominium to be made by ST. JOHN PROPERTIES CORPORATION, a corporation authorized to transact business in the State of Florida, the Developer of the Condominium, and to be recorded among the Public Records of Miami -Dade County, Florida, which said Declaration will cover the real property described in EXHIBIT "A" attached hereto and made a part hereof. Such By -Laws, subject to the provisions herein and therein contained, may be altered, amended, or added to in the manner provided for in said initial By -Laws or any subsequent By -Laws by a majority of the members of the Board of Directors together with any affirmative vote of at least two-thirds (2/3) of the Members present in person or by proxy at any duly convened meeting of the Members. ARTICLE XII These Articles of Incorporation may be altered, amended, changed, added to or repealed, in the manner now or hereafter prescribed by statute, or herein or by the By -Laws of this Corporation as they exist from time to time or the said Declaration of Condominium, at any duly called meeting of the Members of this corporation provided that notice of the meeting is given in the manner provided for in the Articles of Incorporation and By - Laws of this Corporation, and that the notice contain a full statement of the proposed alterations, amendment, change, addition or repeal of any provision of these Articles, and that at such meeting there is an affirmative vote of two-thirds (2/3) of the voting interests present in person or by proxy in favor of said alteration, amendment, change, addition or repeal, but in no event shall these Articles of Incorporation be altered, Page 40 - Declaration Book24774/Page274 CFN#20060825211 Page 40 of 68 amended, changed, added to or repealed to impair, amend, rescind, cancel or conflict with any contract or document entered into by the Corporation and which document or instrument is made a part of or referred to in these Articles of Incorporation except with the consent in writing of the contracting party. ARTICLE XIII The Corporation shall not have or issue shares of stock. No dividend shall be paid, and no part of the income of the Corporation shall be distributed to its Members, Directors or Officers. The Corporation may pay compensation in a reasonable amount to its Members, Directors and Officers for services rendered, may confer benefits upon its Members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its Members, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income. ARTICLE XIV In the event of the termination of said Condominium under the provisions of Chapter 718, Florida Statutes, as amended from time to time, or pursuant to the aforesaid Declaration of Condominium, the distributive share to each Unit Owner shall be determined in accordance with the provisions of said Declaration of Condominium. ARTICLE XV The Corporation shall maintain accounting records according to good accounting practices which shall be open to inspection by Unit Owners at reasonable times, and written summaries of which shall be supplied at least annually to Unit Owners. Such records shall include: (A) A record of all receipts and expenditures. (B) An account for each Unit which shall designate the name and address of the Unit Owner, the amount of each assessment, the dates and amounts in which the assessments come due, the amounts paid upon the account and the balance due. ARTICLE XVI The Corporation shall have all the powers conferred by the aforesaid Declaration of Condominium together with all those powers which a Corporation not for profit may have under Chapter 617, Florida Statutes, as it presently exists or as it may subsequently be amended. Any amendment or amendments to the aforesaid statutes are hereby incorporated by reference into these Articles of Incorporation as of the effective date or dates of such amendment or amendments. In addition, this Corporation shall have the right and the power to enter into agreements whereby it contracts with third parties for management of the Condominium Property, and to delegate to such third party as a manager of all powers and duties of the Corporation which according to the laws of the State of Florida may be so delegated. Neither the Condominium Association nor any member thereof shall have the right to exercise any power which is in conflict with the Declaration of Condominium or those laws of the State of Florida which are applicable to condominiums and corporations not for profit. ARTICLE XVII Each Director and officer of this Corporation shall be indemnified by the Corporation against all costs and expenses reasonably incurred or imposed upon him in connection with or arising out of any action, suit or proceedings in which he may be involved or to which he may be made a party by reason of his having been a Director or officer of this Corporation, such expense to include the cost of reasonable settlements (other than amounts paid to the Corporation itself) made with a view of curtailment of costs and litigation. The Corporation shall not, however, indemnify such Director or officer with respect to matters as to which he shall be finally adjudged in any action, suit or proceedings to be liable for negligence or misconduct in the performance of his duty as such Director or officer, or in respect to any matter in which any settlement or compromise is effected if the total expense, including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such director or officer in conducting such litigation to final conclusion, and in no event shall anything herein contained by construed as authorizing this corporation to indemnify any such Director or officer against any liability of the Corporation to which he would otherwise be subject by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. The foregoing right of indemnification shall be in addition to any other rights to which any such Director or officer may be entitled as a matter of law or otherwise, and may be effected by the Corporation through the purchase of officers' and directors' liability insurance. ARTICLE XVIII When words or phrases relating to the Condominium to be created under said Declaration of Condominium are used herein or in the By -Laws of this Corporation, the meaning thereof shall be determined by the definitions and constructions placed thereon by or under Chapter 718, Florida Statutes, as amended. Page 41 - Declaration Book24774/Page275 CFN#20060825211 Page 41 of 68 ARTICLE XIX The name and address of the incorporator is: St. John Properties Corporation, 1324 NW 3rd Ave., Miami, FL 33136, I, THE UNDERSIGNED, being the President of the incorporator hereinabove named, for the purpose of forming a Corporation not for profit pursuant to Chapters. 617, Florida Statutes, do hereby execute these Articles of Incorporation, and have hereunto set my hands this day of 200_ ST. JOHN PROPERTIES CORPORATION By: Doris Isaac, Vice President Registered Agent's Acceptance of Appointment I hereby accept my appointment as registered agent for ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. a Florida not for profit corporation. John Little — Date: (5 ) ZO 3 O/(\ —57 Page 42 - Declaration Book24774/Page276 C FN#20060825211 Page42of68 Exhibit 5: By -Laws of the Association BY-LAWS OF ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. A corporation not for profit organized under the laws of the State of Florida 1. IDENTITY. These are the By -Laws of ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. (the "Association"), a corporation not for profit incorporated under the laws of the State of Florida, and organized for the purposes set forth in its Articles of Incorporation. 1.1 Fiscal Year. The fiscal year of the Association shall be the twelve month period commencing January 1st and terminating December 31 st of each year. 1.2 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 definitions and meanings as those set forth in the Declaration for ST. JOHN VILLAGE CONDOMINIUM, unless herein provided to the contrary, or unless the context otherwise requires. 3. MEMBERS 3.1 Annual Meeting. The annual membership 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 shalt 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. Unless changed by the Board of Directors, the first annual meeting shall be held in the month of October following the year in which the Declaration is filed. 3.2 Special Meetings. Special membership 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 a majority of the members of the Association. The business conducted at a special meeting shall be limited to that stated in the notice of the meeting. Special meetings may also be called by Unit Owners in the manner provided for in the Act. Notwithstanding the foregoing: (i) as to special meetings regarding the adoption of the Condominium's estimated operating budget, reference should be made to Section 10.1 of these By -Laws; and (ii) as to special meetings regarding recall of Board members, reference should be made to Section 4.3 of these By -Laws. 3.3 Participation by Unit Owners. Subject to the following and such further reasonable restrictions as may be adopted from time to time by the Board, Unit Owners shall have the right to speak at the annual and special meetings of the Unit Owners, committee meetings and Board meetings with reference to all designated agenda items. A Unit Owner does not have the right to speak with respect to items not specifically designated on the agenda, provided, however, that the Board may permit an Unit Owner to speak on such items in its discretion. Every Unit Owner who desires to speak at a meeting, may do so, provided that the Unit Owner has filed a written request with the Secretary of the Association not less than 24 hours prior to the scheduled time for commencement of the meeting. Unless waived by the chairman of the meeting (which may be done In the chairman's sole and absolute discretion and without being deemed to constitute a waiver as to any other subsequent speakers), all Unit Owners speaking at a meeting shall be limited to a maximum of three (3) minutes per speaker. Any Unit Owner may tape record or videotape a meeting, subject to the following and such further reasonable restrictions as may be adopted from time to time by the Board: (a) The only audio and video equipment and devices which Unit Owners are authorized to utilize at any such meeting is equipment which does not produce distracting sound or light emissions; (b) Audio and video equipment shall be assembled and placed in position in advance of the commencement of the meeting. Anyone videotaping or recording a meeting shall not be permitted to move about the meeting room in order to facilitate the recording; and (c) (d) At least 48 hours (or 24 hours with respect to a Board meeting) prior written notice shall be given to the Secretary of the Association by any Unit Owner desiring to make an audio or video taping of the meeting. 3.4 Notice of Meeting: Waiver of Notice. Notice of a meeting of members (annual or special), 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 hand delivered or sent by regular 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 last furnished to the Association by the Unit Owner. However, if a Unit is owned by more than one person, the Association shall provide notice, for meetings and all other purposes, to that one address initially identified for that purpose by the Developer and thereafter as one or more of the Owners of the Unit shall so advise the Association in writing, or if no address is given or if the Owners disagree, notice shalt be sent to the address for the Owner as set forth on the deed of the Unit. The posting and mailing of the notice for either special or annual meetings, which notice shall incorporate an identification of agenda items, shall be effected not less Page 43 - Declaration 1 Book24774/Page277 CFN#20060825211 Page 43 of 68 11.than fourteen (14) continuous days, nor more than sixty (60) days, prior to the date of the meeting. The Board O shad adopt by rule, and give notice to Unit Owners of, a specific location on the Condominium Property upon which all notices of members' meetings shall be posted. 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 members waiver of notice C) of such meeting, and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when his (or his authorized ^i representatives) attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called. An officer of the Association, or the manager or other person providing notice of the meeting shall provide an affidavit or United States Postal Service certificate of mailing, to be included in the official records of the Association, affirming that notices of meetings were posted and mailed or hand delivered in accordance with this Section and Section 718.112(2)(d) of the Act, to each Unit Owner at the appropriate address for such Unit Owner. No other proof of notice of a meeting shall be required. 3.5 Quorum. A quorum at members' meetings shall be attained by the presence of persons entitled to cast in excess of 33 1/3% of the votes of members entitled to vote at the subject meeting. 3.6 Voting (a) Number of Votes. Except as provided in Section 3.11 hereof, in any meeting of members, the Owners of each Unit shall be entitled to cast the number of votes designated for their Unit as set forth in the Articles. The vote of a Unit shall not be divisible. (b) Majority Vote. The acts approved by a majority of the votes present at a meeting at which a quorum shall have been attained shall be binding upon all Unit Owners for at 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 Unit Owners' and "majority of the members" shall mean a majority of the votes entitled to be cast by the members and not a majority of the members themselves and shall further mean more than 50% of the then total authorized votes present in person and voting at any meeting of the Unit Owners at which a quorum shall have been attained. Similarly, if some greater percentage of members is required herein or in the Declaration or Articles, it shall mean such greater percentage of the votes of members and not of the members themselves. (c) Voting Member. If a Unit is owned by one person, that person's right to vote shall be established by the roster of members. If a Unit is owned by more than one person, those persons (including husbands and wives) shall decide among themselves as to who shall cast the vote of the Unit. In the event that those persons cannot so decide, no vole shall be cast. A person casting a vote for a Unit shall be presumed to have the authority to do so unless the President or the Board of Directors is otherwise notified. If a Unit is owned by a corporation, the person entitled to cast the vote 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 concemed. A certificate designating the person entitled to cast the vote 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 vote for a Unit for which such certificate is required is not on file or has been revoked, the vote attributable to 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. 3.7 Proxies. Voting by proxy shall not be allowed. 3.8 Adjoumed Meetings. If any proposed meeting cannot be organized because a quorum has not been attained, the members who are present may adjoum 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. 3.9 Order of Business. If a quorum has been attained, the order of business at annual membership meetings, and, if applicable, at other members' meetings, shall be; (a) Collection of any ballots not yet cast (b) Call to order by President; (c) Appointment by the President of a chairman of the meeting (d) Appointment of inspectors of election; (e) Counting of Ballots for Election of Directors; (1) Proof of notice of the meeting or waiver of notice; (g) Reading of minutes; (h) Reports of officers; (I) Reports of committees; (j) Unfinished business; Page 44 - Declaration Book24774/Page278 CFN#20060825211 Page 44 of 68 (k) New business; ��(I) Adjournment Such order may be waived in whole or in part by direction of the chairman. 3.10 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 (7) years. 3.11 Action Without A Meeting. Anything to the contrary herein notwithstanding, to the extent lawful, any action required or which may be taken at any annual or special meeting of 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 members 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 members at which all members (or authorized persons) entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the Secretary of the Association, or other authorized agent of the Association. Written consent shall not be effective to take the corporate action referred to in the consent unless signed by members having the requisite number of votes necessary to authorize the action within sixty (60) days of the date of the earliest dated consent and delivered to the Association as aforesaid. Any written consent may be revoked prior to the date the Association receives the required number of consents to authorize the proposed action. A revocation is not effective unless in writing and until received by the Secretary of the Association, or other authorized agent of the Association. Within ten (10) days after obtaining such authorization by written consent, notice must be given to members who have not consented in writing. The notice shall fairly summarize the material features of the authorized action. A consent signed in accordance with the foregoing has the effect of a meeting vote and may be described as such in any document. 4. DIRECTORS. 4.1 Composition of Directors. The affairs of the Association shall be governed by a Board of not less than five (5) nor more than fourteen (14) directors, the exact number to be determined in the first instance in the Articles, and, thereafter, except as provided herein, from time to time upon majority vote of the membership. Directors must be natural persons who are 18 years of age or older. Any person who has been convicted of any felony by any court of record in the United States and who has not had his or her right to vote restored pursuant to law in the jurisdiction of his or her residence is not eligible for Board membership (provided, however, that the validity of any Board action is not affected if it is later determined that a member of the Board is ineligible for Board membership due to having been convicted of a felony). Directors may not vote at Board meetings by proxy or by secret ballot. 4.2 Election of Directors. Election of Directors shall be held at the annual members' meeting, except as herein provided to the contrary. The election of directors shall be by written ballot. Elections shall be decided by a plurality of those ballots and votes cast. There shall be no cumulative voting. Notwithstanding the provisions of this Section 4.2, an election is not required unless more candidates file notices of intent to run or are nominated than vacancies exist on the Board. 4.3 Vacancies and Removal. (a) Except as to vacancies resulting from removal of Directors by members (as addressed in subsection (b) below), vacancies in the Board of Directors occurring between annual meetings of members shall be filled by a majority vote of the remaining Directors at any Board meeting (even if the remaining Directors constitute less than a quorum), provided that all vacancies in directorships to which Directors were appointed by the Developer pursuant to the provisions of paragraph 4.15 hereof shall be filled by the Developer without the necessity of any meeting. (b) Any Director elected by the members (other than the Developer) may be removed by concurrence of a majority of the voting interests of the members at a special meeting of members called for that purpose or by written agreement signed by a majority of all voting interests. The vacancy in the Board of Directors so created shall be filled by the members at a special meeting of the members called for such purpose, or by the Board of Directors, in the case of removal by a written agreement unless said agreement also designates a new Director to take the place of the one removed. The conveyance of all Units owned by a Director in the Condominium (other than appointees of the Developer or Directors who were not Unit Owners) shall constitute the resignation of such Director. (c) Anything to the contrary herein notwithstanding, until a majority of the Directors are elected by 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. (d) If a vacancy on the Board of Directors results in the inability to obtain a quorum of directors in accordance with these By -Laws, any Owner may apply to the Circuit Court within whose jurisdiction the Condominium lies for the appointment of a receiver to manage the affairs of the Association. At least thirty (30) days prior to applying to the Circuit Court, the Unit Owner shall mail to the Association and post in a conspicuous place on the Condominium Property a notice describing the intended action and giving the Association an opportunity to fill the vacancy(ies) in accordance with these By -Laws. If, during such time, the Association fails to fill the vacancy(ies), the Unit Owner may proceed with the petition. If a receiver is appointed, the Association shall be responsible for the salary of the receiver, court costs and attorneys' fees. 2 O.0(\ Page 45 of 68 Page 45 - Declaration Book24774/Page279 CFN#20060825211 The receiver shall have all powers and duties of a duly constituted Board of Directors, and shall serve until the Association fills the vacancy(ies) on the Board sufficient to constitute a quorum in accordance with these By- Laws. 4.4 Term. Except as provided herein to the contrary, the term of each Directors service shall extend until the next annual meeting of the members and subsequently until his successor is duly elected and has taken office, or until he is removed in the manner elsewhere provided. Notwithstanding the foregoing, any Director designated by the Developer shall serve at the pleasure of the Developer and may be removed and replaced by the Developer at any time. 4.5 Organizational Meeting. The organizational meeting of newly -elected or appointed Directors shall be held within ten (10) days of their election or appointment. The directors calling the organizational meeting shall give at least three (3) days advance notice thereof. stating the time and place of the meeting. 4.6 Meetings. 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. Meetings of the Board of Directors may be held by telephone conference, with those Directors attending by telephone counted toward the quorum requirement, provided that a telephone speaker must be used so that the conversation of those Directors attending by telephone may be heard by the Directors and any Unit Owners attending such meeting in person. Notice of 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. Meetings of the Board of Directors and any Committee thereof at which a quorum of the members of that Committee are present shall be open to all Unit Owners. Any Unit Owner may tape record or videotape meetings of the Board. in accordance with the rules of the Division. The nght to attend such meetings includes the right to speak at such meetings with respect to all designated agenda items. The Association may adopt reasonable rules governing the frequency, duration and manner of Unit Owner statements. Adequate notice of such meetings, which notice shall specifically incorporate an identification of agenda items, shall be posted conspicuously on the Condominium Property at least forty-eight (46) continuous hours preceding the meeting, except in the event of an emergency. Any item not included on the notice may be taken up on an emergency basis by at least a majority plus one of the members of the Board, Such emergency action shall be noticed and ratified at the next regular meeting of the Board. Notwithstanding the foregoing, written notice of any meeting of the Board at which nonemergency special assessments, or at which amendment to rules regarding unit use will be proposed, discussed or approved, shall be mailed or delivered to all Unit Owners and posted conspicuously on the Condominium property not less than fourteen (14) continuous days prior to the meeting. Evidence of compliance with this fourteen (14) continuous day notice shall be made by an affidavit executed by the Secretary of the Association and filed among the official records of the Association. The Board shall adopt by rule, and give notice to Unit Owners of, a specific location on the Condominium Property upon which all notices of Board andlor Committee meetings shall be posted. 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 (113) of the Directors or where required by the Act. A Director or member of a Committee of the Board of Directors may submit in writing his/her agreement or disagreement with any action taken at a meeting that such individual did not attend. This agreement or disagreement may not be used for the purposes of creating a quorum. 4.7 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, and a waiver of any and all objections to the place of the meeting, to the time of the meeting or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting, or promptly upon arrival at the meeting, any objection to the transaction of affairs because the meeting is not lawfully called or convened. 4.8 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. 4.9 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 adjoum 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 as long as notice of such business to be conducted at the rescheduled meeting is given, if required (e.g., with respect to budget adoption). 4.10 Joinder in Meeting by Approval of 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 approval of that Director of the business conducted at the meeting, but such joinder shall not allow the applicable Director to be counted as being present for purposes of quorum. 4.11 Presiding Officer. The presiding officer at the Directors' meetings shall be the President (who may, however, designate any other Unit Owner to preside), 4.12 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; Page 46 - Declaration Book24774/Page280 CFN#20060825211 Page 46 of 68 4.13 4.14 (g) Adjournment. Such order may be waived in whole or in part by direction of the presiding officer. 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. Committees. The Board may by resolution also create Committees and appoint persons to such Committees and vest in such Committees such powers and responsibilities as the Board shall deem advisable. 4.15 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 (15%) percent or more of the Units in the Condominium. When Unit Owners other than the Developer own fifteen percent (15%) or more of the Units in the Condominium 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. Upon the election of such director(s), the Developer shall forward to the Division of Florida Land Sales, Condominiums and Mobile Homes the name and mailing address of the director(s) elected. 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 (50%) percent of the Units that will be operated ultimately by the Association have been conveyed to purchasers; (b) three months after ninety (90%) percent 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; (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, 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 five percent (5%) of the Units that will be operated ultimately by the Association. The Developer may transfer control of the Association to Unit Owners other than the Developer prior to such dates in its sole discretion by causing enough 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 sixty (60) 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 seventy-five (75) days after the Unit Owners other than the Developer are entitled to elect a member or members of the Board of Directors, or sooner if the Developer has elected to accelerate such event as aforesaid, the Association shall call, and give not Less than sixty (60) days' notice of an election for the member or members of the Board of Directors. The notice may be given by any Unit Owner if the Association fails to do so. At the time the Unit Owners other than the Developer elect a majority of the members of the Board of Directors of the Association, the Developer shall relinquish control of the Association and such Unit Owners shall accept control. At that time (except as to subparagraph (g), which may be ninety (90) days thereafter) Developer shall deliver to the Association, at Developer's expense, all property of the Unit Owners and of the Association held or controlled by the Developer, including, but not limited to, the following items, if applicable to the Condominium: (a) The original or a photocopy of the recorded Declaration of Condominium, and all amendments thereto. If a photocopy is provided, the Developer must certify by affidavit that it is a complete copy of the actual recorded Declaration. A certified copy of the Articles of incorporation of the Association. A copy of the By -Laws of the Association. The minute book, including all minutes, and other books and records of the Association. Any rules and regulations which have been adopted. Resignations of resigning officers and Board members who were appointed by the Developer. The financial records, including financial statements of the association, and source documents from the incorporation of the Association through the date of the tumover. The records shall be audited for the period from the incorporation of the Association or from the period covered by the last audit, if applicable, by an independent certified public accountant. All financial statements shall be prepared in accordance with generally accepted accounting principles and shall be audited in accordance with generally accepted auditing standards as prescribed by the Florida Board of Accountancy. The accountant performing the audit shall examine to the extent necessary supporting documents and records, including the cash disbursements and related paid invoices to determine if expenditures were for Association purposes, and billings, cash receipts and related records to determine that the Developer was charged and paid the proper amounts of Assessments. (h) Association funds or the control thereof. Page 47 - Declaration Book24774/Page281 CFN#20060825211 Page 47 of 68 ."7,4/ (i) All tangible personal property that is the property of the Association or is or was represented by O the Developer to be part of the Common Elements or is ostensibly part of the Common Elements, and an inventory of such property. fi) A copy of the plans and specifications utilized in the construction or remodeling of Improvements and the supplying of equipment, and for the construction and installation of all C� mechanical components serving the Improvements and the Condominium Property, with a certificate, in affidavit form, of an officer of the Developer or an architect or engineer authorized T1 to practice in Florida, that such plans and specifications represent, to the best of their J/ knowledge and belief, the actual plans and specifications utilized in the construction and ` improvement of the Condominium Property and the construction and installation of the Ca mechanical components serving the Improvements and the Condominium Property. (k) A list of the names and addresses of at contractors, subcontractors and suppliers, of which Developer had knowledge at any time in the development of the Condominium, utilized in the construction or remodeling of the improvements and the landscaping of the Condominium and(or Association Property. (I) (m) Insurance policies. Copies of any Certificates of Occupancy which may have been issued for the Condominium Property. (n) Any other permits issued by govemmental bodies applicable to the Condominium Property In force or issued within one (1) year prior to the date the Unit Owners take control of the Association. (o) All written warranties of contractors, subcontractors, suppliers and manufacturers, if any, that are still effective. (P) A roster of Unit Owners and their addresses and telephone numbers, if known, as shown on the Developer's records. (q) Leases of the Common Elements and other leases to which the Association is a party, if applicable. (r) Employment contracts or service contracts in which the Association is one of the contracting parties, or service contracts in which the Association or Unit Owners have an obligation or responsibility, directly or indirectly, to pay some or all of the fee or charge of the person or persons performing the service. (s) All other contracts to which the Association is a party. 5. AUTHORITY OF THE BOARD 5.1 Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Condominium 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 by the Unit Owners. Such powers and duties of the Board of Directors shall include, without limitation (except as limited elsewhere herein), the following: (a) Operating and maintaining all Common Elements and the Association Property. (b) Determining the expenses required for the operation of the Association and the Condominium. (c) Employing and dismissing the personnel necessary for the maintenance and operation of the Common Elements and the Association Property. (d) Adopting and amending rules and regulations concerning the details of the operation and use of the Condominium and Association Property, subject to a right of the Unit Owners to overrule the Board as provided in Section 14 hereof. (e) (f) (g) Maintaining bank accounts on behalf of the Association and designating the signatories required therefor. Purchasing, leasing or otherwise acquiring title to, or an interest in, property in the name of the Association, or its designee, for the use and benefit of its members. The power to acquire personal property shall be exercised by the Board and the power to acquire real property shall be exercised as described herein and in the Declaration. Purchasing. leasing or otherwise acquiring Units or other property, including, without limitation, Units at foreclosure or other judicial sales, all in the name of the Association, or its designee. (h) Selling, leasing, mortgaging or otherwise dealing with Units acquired, and subleasing Units leased, by the Association, or its designee. (I) Organizing corporations and appointing persons to act as designees of the Association in acquiring title to or leasing Units or other property. (j) Obtaining and reviewing insurance for the Condominium and Association Property. (k) Making repairs, additions and improvements to, or alterations of, Condominium Property and Association Property, and repairs to and restoration of Condominium and Association Property, Page 48 - Declaration Book24774/Page282 CFN#20060825211 Page48of68 �o �� in accordance with the provisions of the Declaration after damage or destruction by fire or other ocasualty, or as a result of condemnation or eminent domain proceedings or otherwise. (I) 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. �% (m) Levying fines against appropriate Unit Owners for violations of the rules and regulations established by the Association to govem the conduct of such Unit Owners. No fine shall be i` levied except after giving reasonable notice and opportunity for a hearing to the affected Unit Owner and, it applicable. his tenant, licensee or invitee. The hearing must be held before a committee of other Unit Owners. If the committee does not agree with the fine, the fine may not o be levied. No fine may exceed $100.00 per violation, however, a fine may be levied on the basis of each day of a continuing violation with a single notice and opportunity for hearing, provided however, that no such fine shall in the aggregate exceed $1,000.00. No fine shall become a lien upon a Unit. (n) Purchasing or leasing Units for use by resident superintendents and other similar persons or the general use and enjoyment of the Unit Owners. (o) Borrowing money on behalf of the Association or the Condominium when required in connection with the operation, care, upkeep and maintenance of Common Elements (if the need for the funds is unanticipated) or the acquisition of real property, and granting mortgages on and/or security interests in Association owned property; provided, however, that the consent of the Owners of at least two-thirds (2(3) of the Units 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 which would cause the total outstanding indebtedness of the Association to exceed $250,000.00. 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 Owner's Unit. (p) Subject to the provisions of Section 5.2 below, contracting for the management and maintenance of the Condominium and Association Property and authorizing a management agent (who may be an affiliate of the Developer) to assist the Association in carrying out its powers and duties by performing such functions as the submission of proposals, collection of Assessments, preparation of records, enforcement of rules and maintenance. repair, and replacement of the Common Elements and Association Property with such funds as shall be made available by the Association for such purposes. The Association and its officers shall, however, retain at all times the powers and duties granted by the Declaration, the Articles, these By -Laws and the Act, including, but not limited to, the making of Assessments, promulgation of rules and execution of contracts on behalf of the Association. (q) At its discretion, but within the parameters of the Act, authorizing Unit Owners or other persons to use portions of the Common Elements or Association Property for private parties and gatherings and imposing reasonable charges for such private use. (r) Executing all documents or consents, on behalf of all Unit Owners (and their mortgagees), required by all govemmental and/or quasi -governmental agencies in connection with land use and development matters (including, without limitation, plats, waivers of plat, unities of title, covenants in lieu thereof, etc.), and in that regard, each Owner, by acceptance of the deed to such Owner's Unit, and each mortgagee of a Unit Owner by acceptance of a ten on said Unit, appoints and designates the President of the Association as such Owner's agent and attomey- in-fact to execute any and all such documents or consents. (s) Exercising (i) at powers specifically set forth in the Declaration, the Articles, these By -Laws and in the Act, (ii) all powers incidental thereto, and (iii) all other powers of a Florida corporation not for profit. 5.2 Contracts. Any contract which is not to be fully performed within one (1) year from the making thereof for the purchase, lease or renting of materials or equipment to be used by the Association in accomplishing its purposes, and all contracts for the provision of services, shall be in writing. Where a contract for purchase, lease or renting materials or equipment, or for the provision of services, requires payment by the Association on behalf of the Condominium in the aggregate exceeding $5,000.00, the Association shall obtain competitive bids for the materials, equipment or services. Nothing contained herein shall be construed to require the Association to accept the lowest bid. Notwithstanding the foregoing, contracts with employees of the Association and contracts for attomey, accountant, architect, community association manager. engineering and landscape architect services shall not be subject to the provisions hereof. Further, nothing contained herein is intended to limit the ability of the Association to obtain needed products and services in an emergency; nor shall the provisions hereof apply if the business entity with which the Association desires to contract is the only source of supply within the County. 6. OFFICERS. 6.1 Executive Officers. The executive officers of the Association shall be a President, a Vice -President, a Treasurer and a Secretary (none of whom need be Directors), at 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. No person shall sign an instrument or perform an act in the capacity of more than one office. The Board of Directors from 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, other than designees of the Developer, must be Unit Owners (or authorized representatives of Page 49 - Declaration Book24774/Page283 CFN#20060825211 Page 49 of 68 17{� corporate/partnership/trust 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 president of an association. , 6.3 Vice -President. The Vice -President shalt exercise the powers and perform the duties of the President in the absence or disability of the President. He also shall assist 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 may be required by the Directors or the President. 6.4 Secretary. The Secretary shall keep the minutes of all proceedings of the Directors and the members. The Secretary shall attend to the giving of all notices to the members and Directors and other notices required by law. The Secretary shall have custody of the seal of the Association and shall affix it to instruments requiring the seal when duly signed. The Secretary 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 required by the Directors or the President. 6.5 Treasurer. The Treasurer shall have custody of all property of the Association, including funds, securities and evidences of indebtedness. The Treasurer shall keep books of account for the Association in accordance with good accounting practices, which, together with substantiating papers, shall be made available to the Board of Directors for examination at reasonable times. The Treasurer shalt 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 and as may be required by the Directors or the President. All monies and other valuable effects shalt be kept for the benefit of the Association In such depositories as may be designated by a majority of the Board of Directors. 6.6 Developer Appointees. No officer appointed by the Developer may be removed except as provided in Section 4.15 hereof and by law. 7. FIDUCIARY DUTY. The officers and directors of the Association, as well as any manager employed by the Association, have a fiduciary relationship to the Unit Owners. No officer, director or manager shall solicit, offer to accept, or accept any thing or service of value for which consideration has not been provided for his own benefit or that of his -immediate family, from any person providing or proposing to provide goods or services to the Association. Any such officer, director or manager who knowingly so solicits, offers to accept or accepts any thing or service of value shall, in addition to all other rights and remedies of the Association and Unit Owners, be subject to a civil penalty in accordance with the Act. Notwithstanding the foregoing, this paragraph shall not prohibit an officer, director or manager from accepting services or items received in connection with trade fairs or education programs. 8. COMPENSATION. Neither Directors nor officers shall receive compensation for their services as such, but this provision 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 service 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. 9. 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. The conveyance of all Units owned by any Director or officer (other than appointees of the Developer or officers who were not Unit Owners) shall constitute a written resignation of such Director or officer. 10. FISCAL MANAGEMENT. The provisions for fiscal management of the Association set forth in the Declaration and Articles shall be supplemented by the following provisions: 10.1 Budget. (a) Adoption by Board; Items. The Board of Directors shall from time to time, and at least annually, prepare a budget for all Condominiums governed and operated by the Association (which shall detail all accounts and items of expense and contain at least all items set forth in Section 718.504(21) of the Act, if applicable), determine the amount of Assessments payable by the Unit Owners to meet the expenses of such Condominium(s) and allocate and assess such expenses among the Unit Owners in accordance with the provisions of the Declaration. In addition, if the Association maintains limited common elements with the cost to be shared only by those entitled to use the limited common elements, the budget or a schedule attached thereto shall show amounts budgeted therefor. In addition to annual operating expenses, the budget shall include reserve accounts for capital expenditures and deferred maintenance (to the extent required by law). These accounts shall include, but not be limited to, roof replacement, building painting and pavement resurfacing regardless of the amount of deferred maintenance expense or replacement cost, and for any other item for which the deferred maintenance expense or replacement cost exceeds $10,000.00. The amount of reserves shall be computed by means of a formula which is based upon the estimated remaining useful life and the estimated replacement cost of each reserve item. The Association may adjust replacement and reserve assessments annually to take into account any changes in estimates or extension of the useful life of a reserve item caused by deferred maintenance. Reserves shall not be required if the members of the Association have, by a majority 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. Prior 10 transfer of control of the Association to Unit Owners other than the Developer, the Developer may vote to waive reserves or reduce the funding of reserves for the first two (2) fiscal years of operation of the Association, beginning with the fiscal year in which the Declaration is recorded, after which time and until transfer of control of the Association to Unit Owners other than the Developer, reserves may only be waived or reduced upon the vote of a majority of all non -Developer voting interests voting at a duly called meeting of the Page 50 - Declaration Book24774/Page284 CFN#20060825211 Page 50 of 68 -�2 Association. Following transfer of control of the Association to Unit Owners other than the Developer, the Developer may vote its voting interest to waive or reduce the funding of reserves. If a meeting of Unit Owners has been called to determine to provide no reserves or /c..\ reserves less adequate than required, and such result is not attained or a quorum is not 4\ attained, the reserves, as included in the budget, shall go into effect. Reserve funds and any t interest accruing thereon shall remain in the reserve account or accounts, and shall be used only for authorized reserve expenditures, unless their use for any other purposes is approved in advance by a majority vote at a duly called meeting of the Association. Prior to transfer of control of the Association to Unit Owners other than the Developer, the Association shall not f vote to use reserves for purposes other than that for which they were intended without the approval of a majority of all non -Developer voting interests at a duly called meeting of the Association. O The adoption of a budget for the Condominium shall comply with the requirements hereinafter set forth: (i) "Co. Notice of Meeting. A copy of the proposed budget of Common Expenses shall be hand delivered to each Unit Owner or mailed to each Unit Owner (at the address last fumished to the Association) not less than fourteen (14) days prior to the meeting of the Board of Directors at which the budget will be considered, together with a notice of that meeting indicating the time and place of such meeting. An officer or manager of the Association, or other person providing notice of such meeting, shall execute an affidavit evidencing compliance with such notice requirement and such affidavit shall be filed among the official records of the Association. (ii) Special Membership Meeting, If the Board of Directors adopts in any fiscal year an annual budget which requires assessments against Unit Owners which exceed one hundred fifteen percent (115%) of such Assessments for the preceding fiscal year, the Board of Directors shall conduct a special meeting of the Unit Owners to consider a substitute budget if the Board of Directors receives, within twenty-one (21) days following the adoption of the annual budget, a written request for a special meeting from at least ten percent (10%) of ail voting interests. The special meeting shall be conducted within sixty (60) days following the adoption of the annual budget. At least fourteen (14) days prior to such special meeting, the Board of Directors shall hand deliver to each Unit Owner, or mail to each Unit Owner at the address last fumished to the Association, a notice of the meeting. An officer or manager of the Association, or other person providing notice of such meeting, shall execute an affidavit evidencing compliance with this notice requirement and such affidavit shalt be filed among the official records of the Association. Unit Owners may consider and adopt a substitute budget at the special meeting. A substitute budget is adopted if approved by a majority of all voting interests. If there is not a quorum at the special meeting or a substitute budget is not adopted, the annual budget previously adopted by the Board of Directors shall take effect as scheduled. (iii) Determination of Budget Amount. Any determination of whether assessments exceed one hundred fifteen percent (115%) of assessments for the preceding fiscal year shall exclude any authorized provision for reasonable reserves for repair or replacement of the Condominium Property, anticipated expenses of the Association which the Board of Directors does not expect to be incurred on a regular or annual basis, or assessments for betterments to the Condominium Property. (iv) Proviso. As long as the Developer is in control of the Board of Directors of the Association, the Board shall not impose Assessments for a year greater than one hundred fifteen percent (115%) of the prior fiscal years Assessments, as herein defined. without the approval of a majority of all voting interests. (b) Adoption by Membership. In the event that the Board of Directors shall be unable to adopt a budget for a fiscal year in accordance with the requirements of Subsection 10.1(a) above, the Board of Directors may call a special meeting of Unit Owners for the purpose of considering and adopting such budget, which meeting shall be called and held in the manner provided for such special meetings in said subsection, or propose a budget in writing to the members, and if such budget is adopted by the members, upon ratification by a majority of the Board of Directors, it shall become the budget for such year. 10.2 Assessments. Assessments against Unit Owners for their share of the items of the budget shall be made for the applicable fiscal year annually at least twenty (20) days 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 annual Assessments are not made as required, Assessments shall be presumed to have been made in the amount of the last prior Assessments, and monthly (or quarterly) installments on such Assessments shall be due upon each installment payment date until changed by amended Assessments. In the event the annual Assessments prove to be insufficient, the budget and Assessments may be amended at any time by the Board of Directors, subject to the provisions of Section 10.1 hereof, if applicable. Unpaid Assessments for the remaining portion of the fiscal year for which amended Assessments are made shall be payable in as many equal installments as there are full months (or quarters) of the fiscal year left as of the date of such amended Assessments, 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 Assessments shall be paid with the next regular installment in the following year, unless otherwise directed by the Board in its resolution. 10.3 Special Assessments and Assessments for Capital Improvements. Special Assessments and Capital Improvement Assessments (as defined in the Declaration) shall be levied as provided in the Declaration and shall be paid in such manner as the Board of Directors of the Association may require in the notice of Page 51 - Declaration 571/ 4\ Book24774/Page285 CFN#20060825211 Page 51 of 68 ' 17,4f such Assessments. The funds collected pursuant to a Special Assessment shall be used only for the specific purpose or purposes set forth in the notice of adoption of same. However, upon completion of such specific purpose or purposes, any excess funds will be considered Common Surplus. and may, at the discretion of the Board, either be retumed to the Unit Owners or applied as a credit towards future assessments. 10.4 Depository. The depository of the Association shall be such bank or banks in the State of Florida, which bank or banks must be insured by the FDIC, 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 from Assessments or otherwise may be commingled in a single fund or divided into more than one fund, as determined by a majority of the Board of Directors. 1n addition, a separate reserve account should be established for the Association in such a depository for monies specifically designated as reserves for capital expenditures and/or deferred maintenance. Reserve and operating funds of the Association shall not be commingled unless combined for investment purposes, provided that the funds so commingled shalt be accounted for separately and the combined account balance of such commingled funds may not, at any time, be less than the amount identified as reserve funds in the combined account. 10.5 Acceleration of Installments Upon Default. If a Unit Owner shall be in default in the payment of an installment upon his Assessments, the Board of Directors or its agent may accelerate the balance of the current budget years' Assessments upon thirty (30) days' prior written notice to the Unit Owner and the filing of a claim of lien, and the then unpaid balance of the current budget years' Assessments 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 certified mail, whichever shall first occur. 10.6 Fidelity Insurance or Fidelity Bonds. The Association shall obtain and maintain adequate insurance or fidelity bonding of all persons who control or disburse Association funds, which shall include, without limitation, those individuals authorized to sign Association checks and the president, secretary and treasurer of the Association. The insurance policy or fidelity bond shall be in such amount as shall be determined by a majority of the Board, but must be sufficient to cover the maximum funds that will be in the custody of the Association or its management agent at any one time. The premiums on such bonds and/or insurance shall be paid by the Association as a Common Expense 10.7 Accounting Records and Reports. The Association shall maintain accounting records in the State, according to accounting practices normally used by similar associations. 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 Assessments, 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 ninety (90) days following the end of the fiscal year, the Association shall prepare and complete, or contract for the preparation and completion of a financial report for the preceding fiscal year (the "Financial Report"). Within twenty-one (21) days after the final Financial Report is completed by the Association, or received from a third party, but not later than one hundred twenty (120) days following the end of the fiscal year, the Board shall mail, or furnish by personal delivery, a copy of the Financial Report to each Unit Owner, or a notice that a copy of the Financial Report will be mailed or hand delivered to the Unit Owner, without charge, upon receipt of a written request from the Unit Owner. The Financial Report shall be prepared in accordance with the rules adopted by the Division. The type of Financial Report to be prepared shall, unless modified in the manner set forth below, be based upon the Association's total annual revenues, as follows: (a) REPORT OF CASH RECEIPTS AND EXPENDITURES - if the Association's revenues are less than $100,000.00 or if the Association operates less than fifty (50) Units (regardless of revenue) [or, if determined by the Board, the Association may prepare any of the reports described in subsections (b), (c) or (d) below in lieu of the report described in this section (a)]. (b) COMPILED FINANCIAL STATEMENTS - if the Association's revenues are equal to or greater than $100,000.00, but less than $200,000.00 [or, if determined by the Board, the Association may prepare any of the reports described in subsections (c) or (d) below in lieu of the report described in this section (b)], (c) REVIEWED FINANCIAL STATEMENTS - if the Association's revenues are equal to or greater than $200,000.00, but less than $400,000.00 for, if determined by the Board, the Association may prepare the report described in subsection (d) below in lieu of the report described in this section (c)]. (d) AUDITED FINANCIAL STATEMENTS - if the Association's revenues are equal to or exceed $400,000.00. A report of cash receipts and expenditures must disclose the amount of receipts by accounts and receipt classifications and the amount of expenses by accounts and expense classifications, including, but not limited to, the following, as applicable: costs for security, professional and management fees and expenses, taxes, costs for recreation facilities, expenses for refuse collection and utility services, expenses for lawn care, costs for building maintenance and repair, insurance costs, administration and salary expenses, and reserves accumulated and expended for capital expenditures, deferred maintenance, and any other category for which the association maintains reserves. If approved by a majority of the voting interests present at a properly called meeting of the Association, Page 52 - Declaration Book24774/Page286 CFN#20060825211 Page 52 of 68 the Association may prepare or cause to be prepared: (i) a report of cash receipts and expenditures in lieu of a complied, reviewed, or audited financial statement; (ii) a report of cash receipts and expenditures or a compiled financial statement in lieu of a reviewed or audited financial statement: or (iii) a report of cash receipts and expenditures, a compiled financial statement or a reviewed financial statement in lieu of an audited financial statement. Such meeting and approval must occur prior to the end of the fiscal year and is effective only for the fiscal year in which the vote is taken. Prior to the time that control of the Association has been tumed over to Unit Owners other than the Developer, all Unit Owners, including the Developer, may vote on issues related to the preparation of financial reports for the first two (2) fiscal years of the Association's operation. Thereafter, until control of the Association has been tumed over to Unit Owners other than the Developer, all Unit Owners except for the Developer may vote on such issues. 10.8 Application of Payment. All payments made by a Unit Owner shall be applied as provided in these By - Laws and in the Declaration or as otherwise determined by the Board. 10.9 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 wit be considered and the nature of any such Assessments. 11. 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. 12. PARLIAMENTARY RUI FS. Except when specifically or impliedly waived by the chairman of a meeting (either of members or directors), Robert's Rules of Order (latest edition) shall govern the conduct of the Association meetings when not in conflict with the Act, the Declaration, the Articles or these By -Laws; provided, however, that a strict or technical reading of said Robert's Rules shall not be made so as to frustrate the wit of the persons properly participating in said meeting. 13. AMENDMENTS. Except as may be provided in the Declaration to the contrary, these By -Laws may be amended in the following manner: 13.1 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. 13.2 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 members of the Association. Directors and members not present in person 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 votes of all members of the Association represented at a meeting at which a quorum has been attained and by not less than 66-2/3% of the entire Board of Directors; or (b) after control of the Association has been tumed over to Unit Owners other than the Developer, by not less than 80% of the votes of the members of the Association represented at a meeting at which a quorum has been attained. 13.3 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 Articles or Declaration. No amendment to this Section shall be valid. 13.4 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 these 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 effective when the certificate and a copy of the amendment is recorded in the Public Records of the County with an identification on the first page of the amendment of the Official Records Book and Page of said Public Records where the Declaration is recorded. 14. RULES AND REGULATIONS. Attached hereto as Schedule "A" and made a part hereof are initial rules and regulations conceming the use of portions of the Condominium and Association Property, The Board of Directors may, from time to time, modify, amend or add to such rules and regulations, except that subsequent to the date control of the Board is turned over by the Developer to Unit Owners other than the Developer, Owners of a majority of the Units may overrule the Board with respect to any such modifications, amendments or additions. Copies of such modified, amended or additional rules and regulations shall be furnished by the Board of Directors to each affected Unit Owner not less than thirty (30) days prior to the effective date thereof. At no time may any rule or regulation be adopted which would prejudice the rights reserved to the Developer. 15. OFFICIAL RECORDS. From the inception of the Association, the Association shall maintain for the condominium, a copy of each of the following, where applicable, which shall constitute the official records of the Association: (a) The plans, permits, warranties, and other items provided by the Developer pursuant to Section 718.301 (4) of the Act; (b) A photocopy of the recorded Declaration of Condominium and all amendments thereto; Page 53 - Declaration Book24774/Page287 CFN#20060825211 Page 53 of 68 iiP O(c) A photocopy of the recorded By-laws of the Association and all amendments thereto; /0, (d) A certified copy of the Articles of Incorporation of the Association or other documents creating the /Y\ Association and all amendments thereto; (e) A copy of the current Rules and Regulations of the Association; (f) A book or books containing the minutes of all meetings of the Association, of the Board of Directors, and of Unit Owners, which minutes shall be retained for a period of not less than 7 years. (g) A current roster of all Unit Owners, their mailing addresses, Unit identifications, voting certifications, and if known. telephone numbers; (h) All current insurance policies of the Association and of all Condominiums operated by the Association; (i) A current copy of any management agreement, lease, or other contract to which the Association is a party or under which the Association or the Unit Owners have an obligation or responsibility; (j) Bills of Sale or transfer for all property owned by the Association; (k) Accounting records for the Association and the accounting records for the Condominium. All accounting records shall be maintained for a period of not less than 7 years. The accounting records shall include. but not be limited to: (i) Accurate, itemized, and detailed records for all receipts and expenditures. (ii) A current account and a monthly, bimonthly, or quarterly statement of the account for each Unit designating the name of the Unit Owner, the due date and amount of each Assessment, the amount paid upon the account, and the balance due. (iii) All audits, reviews, accounting statements, and financial reports of the Association or Condominium. (iv) All contracts for work to be performed. Bids for work to be performed shall also be considered official records and shall be maintained for a period of 1 year; (I) Ballots, sign -in sheets, and at other papers relating to elections which shall be maintained for a period of 1 year from the date of the meeting to which the document relates. (m) All rental records where the Association is acting as agent for the rental of Units. (n) A copy of the current Question and Answer Sheet, in the form promulgated by the Division, which shall be updated annually. (0) All other records of the Association not specifically listed above which are related to the operation of the Association. The official records of the Association shall be maintained in the County in which the Condominium is located, or if in another county, then within twenty five (25) miles of the Condominium. The official records of the Association shall be open to inspection by any Association member or the authorized representative of such member at all reasonable times. The right to inspect the records includes the right to make or obtain copies, at a reasonable expense, if any, of the Association member. The Association may adopt reasonable rules regarding the time, location, notice and manner of record inspections and copying. The failure of an Association to provide official records to a Unit Owner or his authorized representative within ten (10) working days after receipt of a written request therefor shall create a rebuttable presumption that the Association willfully failed to comply with this paragraph. Failure to permit inspection of the Association records as provided herein entitles any person prevailing in an enforcement action to recover reasonable attorneys' fees from the person in control of the records who, directly or indirectly, knowingly denies access to the records for inspection. The Association shall maintain on the Condominium Property an adequate number of copies of the Declaration, Articles, By -Laws and rules, and all amendments to the foregoing, as well as the Question and Answer Sheet and year-end financial information required by the Act, to ensure their availability to Unit Owners and prospective purchasers. The Association may charge its actual costs for preparing and fumishing these documents to those persons requesting same. Notwithstanding the provisions of this Section 15, the following records shall not be accessible to Unit Owners: (i) Any record protected by the lawyer -client privilege as described in Section 90.502, Florida Statutes, and any record protected by the work -product privilege including any record prepared by an Association attorney or prepared at the attomey's express direction, which reflects a mental impression, conclusion, litigation strategy, or legal theory of the attorney or the Association, and which was prepared exclusively for civil or criminal litigation or for adversarial administrative proceedings, or which was prepared in anticipation or imminent civil or criminal litigation or imminent adversarial administrative proceedings until the conclusion of the litigation or adversarial administrative proceedings. (ii) Information obtained by an Association in connection with the approval of the lease, sale or other transfer of a Unit. (iii) Medical records of Unit Owners. 16. CERTIFICATE OF COMPLIANCE. A certificate of compliance from a licensed electrical contractor or electrician may be accepted by the Association's Board as evidence of compliance of the Units to the applicable condominium fire and life safety code. 17. 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. Page 54 - Declaration Book24774/Page288 CFN#20060825211 Page 54 of 68 18. CAPTIONS. The captions herein are inserted only as a matter of convenience and for reference, and in no way define or limit the scope of these By -Laws or the intent of any provision hereof. 19. ADDITIONAL PROVISIONS: These Bylaws include all of the provisions contained in section 718.112(2)(a) through (m), Florida Statutes (2003) which are incorporated herein by this reference. The foregoing was adopted as the By -Laws of ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC., a corporation not for profit under the laws of the State of Florida, as of the day of 2004. Approved: President Secretary Page 55 - Declaration 0 0 N I Book24774/Page289 CFN#20060825211 Page 55 of 68 EXHIBIT 6: Rules and Regulations of the Condominium RULES AND REGULATIONS OF ST. JOHN VILLAGE CONDOMINIUM 1. All Condominium Units shall be used solely for residential purposes. No Condominium Unit, whether owned or leased, may be used to conduct any trade or business, the conduct of which would require the license or certification from any municipal, county, state or federal agency or licensing authority. 2. Unit Owners and Occupants shall not use or permit any use of their premises which would constitute immoral, improper, offensive, or unlawful use; further, no use may be made which would be in violation of any federal, state, county, or municipal law, statute, ordinance or administrative rule or regulation, or would be injurious to the reputation of the Condominium. 3. The Common Elements shall be used for furnishing the services and facilities for which they were reasonably intended, and said Common Elements shall not be abused, defaced, littered or obstructed in any way. 4. All structural changes or alterations to any Unit, or any Common Element shall be made only pursuant to the Declaration of Condominium. 5. No nuisance shall be allowed upon the Condominium Property nor any use or practice which is the source of annoyance to residents or which interferes with the peaceful possession and proper use of the Condominium Property by its residents. Unit Owners and Occupants shall be permitted to keep pets provided that the maintenance of such pets in their Condominium Units shall not constitute a nuisance. No pet shall be allowed out of the direct personal accompaniment of its owner or agent and must at all times be carried or walked on a short leash and at heel when in any of the common areas of the Condominium. It shall be the obligation of the Association to promulgate and enforce whatever rules and regulations its deems appropriate to prevent the abuse of the pet privilege by those Unit Owners and Occupants having pets. Any pets causing or creating a nuisance or disturbance shall be permanently removed from the Condominium Property forthwith upon written notice from the Board of Directors of the Association, acting through one of the duly elected Officers of the Association. The determination as to whether there has been any violation of the Rule contained in this paragraph shall be made solely by the Association. 6. No radio or television antenna, or any wiring for any purpose may be installed upon the exterior of the building without the express written approval of the Association. 7_ Televisions, radios and musical instruments must be used at such times as will provide a minimum of disturbance to other Unit Owners. 8. No Unit Owner or resident shall direct, supervise or in any manner attempt to assert any control over any of the employees or retained agents of the Association, nor shall he or she attempt to send any of such employees or agent upon private business of such Unit Owner or resident. 9. The Association, through its authorized agent, may retain a passkey to each Condominium Unit for utilization only in the event of an emergency, such as fire, leakage, etc. No Condominium Unit Owner shall alter any lock or install a new lock on any door of the premises without the written consent of the Association. In the event such consent is given, the Condominium Unit Owner shall provide the Association with an additional key for the use of the Association pursuant to its right of access to each Condominium Unit. 10. Except as otherwise provided for in these Rules and Regulation, no awnings or other projections shall be attached to the outside walls of the building. 11. The exterior staircases and walkways shall be used only for the purposes intended, and shall not be used for the hanging of garments or other objects, or for the cleaning of rugs or other household items. 12. Except as otherwise provided for in these Rules and Regulation, no Unit Owner shall, without first obtaining the prior written consent of the Board of Directors of the Association, may make any alteration, modification, decoration, repair, replacement, enclosure or change of the Common Elements, or terrace or the exterior surface of any door which opens into any of the Common Elements or common areas of the Condominium Property including but not limited to the erection of any awning, fixtures, storm shutters, or other devices, paintings, or wall coverings, or any other changes or alteration which would in any way or manner whatsoever change the physical or visual appearance of any portion of the Condominium Property. Page 56 - Declaration Book24774/Page290 CFN#20060825211 Page 56 of 68 13. Any Unit Owner may display one portable, removable United States flag in a respectful way and, on Armed Forces Day, Memorial Day, Flag Day, Independence Day, and Veterans Day, may display in a respectful way portable, removable official flags, not larger than 41/2 feet by 6 feet, that represent the United States Army, Navy, Air Force, Marine Corps, or Coast Guard, regardless of any declaration rules or requirements dealing with flags or decorations. 14. The building rules and regulations heretofore enumerated shall be deemed in effect until amended by the Association and shall apply to and be binding upon all Condominium Unit Owners. Page 57 - Declaration Book24774/Page291 C F N#20060825211 Page 57 of 68 EXHIBIT 7: Form of Warranty Deed by which the Developer will convey particular Units This instrument prepared by: John M. Little, Esq. Legal Services of Greater Miami, Inc. 3000 Biscayne Blvd., Miami, FL 33137 WARRANTY DEED This Indenture is made on the date indicated below between ST. JOHN PROPERTIES CORPORATION, a corporation existing under the laws of the State of Florida, whose mailing address is 1328 NW 3rd Ave., Miami, FL 33127, the party of the first part, and <**enter name of buyer"›, whose mailing address is <"enter address of buyer**>, the party of the second part, Witnesseth: that the party the first part, for and in consideration of the sum of 10 dollars paid by the said party of the second part, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the said party of the second part, her heirs and assigns forever, the following described land, to wit: Unit _, St. John Village Condominium, as recorded in Plat Book , Page _ of the Public Record of Miami -Dade County, Florida. SUBJECT TO: 1. Conditions, easements and restrictions of record, if any, but this reference shall not operate to reimpose any of them. 2. Zoning ordinances and other restrictions and prohibitions imposed by applicable governmental authorities. And the said party of the first part does hereby fully warrant the title to said property and will defend the same against the lawful claims of all persons whomsoever. ST. JOHN PROPERTIES CORPORATION, a Florida corporation By: Doris Isaac, President STATE OF FLORIDA COUNTY OF MIAMI-DADE O4\ 4\ I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgments, personally appeared Doris Isaac as the Vice President of St. John Properties Corporation, a corporation existing under the laws of the State of Florida, who is either personally known by me or who produced a valid Florida drivers license and executed the foregoing instrument on behalf St. John Properties Corporation and acknowledged before me that he executed the same. WITNESS my hand and official seal this is day 200 Notary Public IN WITNESS WHEREOF Doris Isaac, as Vice President St. John Properties Corporation, has set his hand and seal the day and year first above written. Signed, sealed, and delivered in our presence: FIRST WITNESS: SECOND WITNESS: Signature Signature Legibly print name Legibly print name `V" leof Page 58 - Declaration Book24774/Page292 CFN#20060825211 Page 58 of 68 TOTAL EXHIBIT 8: Proposed Operating Budget for the Condominium St. John Villages Condominium Operating Budget - Year One - 14 Units PUM Monthly Annual Equal Share Management Fees 210 2,520 15.00 Maintenance - Repairs 125 1,500 8.93 Insurance 292 3,500 20.83 Water/sewer - Common Only 30 360 2.14 Electricity 30 360 2.14 Waste Removal 167 2,000 11.90 Landscaping - Maintenance 208 2,500 14.88 Telephone 50 600 3.57 Operating Capital - Misc 71 850 5.06 Roof Replacement Reserves 9 102 0.61 Building Painting Reserves ! 58 700 4.17 Pavement Resurfacing Reserve 52 625 3.72 Fees payable to the Division 7 5 59 0.35 Administration of Association .,,-) 0 0 0.00 Rent for Rec & Other Facilities -/.) 0 0 0.00 Taxes upon Leased Areas `' 0 0 0.00 Security Provisions 50 600 3.57 Other Expenses V ' 0 0 0.00 TOTALS cc) 1,356 16,276 96.88 7�. Roof - Painting - Reserve Items: Community Community Pavement Estimated Years Useful Life 15 1 8 Estimated Years Remaining 0 Life 15 1 8 Estimated Replacement Cost 1,535 700 5,000 Amount in Reserve 0 0 0 Schedule Based on Square Footage . Monthly Model # of Units Square Footage Assessment Three Bedroom 10 1,470 A', 106.53 Two Bedroom 4 1,004 72.76 `/0 7`' (li:5 ) 14 18,716 ZO 7 Page 59 - Declaration 4\ Book24774/Page293 CFN#20060825211 Page 59 of 68 ' EXHIBIT 9: Form of Agreement of Purchase and Sale. /,^ CONTRACT FOR SALE AND PURCHASE OF A CONDOMINIUM UNIT The Seller and the Buyer (named below) hereby agree that the Seller (sometime referred to as the "Developer') shall sell and the Buyer shall buy the real property described below (the "Property") upon the following terms and conditions. All deposits and payments made by the Buyer to the Seller pursuant to this Contract prior to the Closing shall be applied towards the purchase price of the Property. Seller fully agrees and acknowledges that the consideration given by the Buyer constitutes legal, adequate, and valuable consideration for the purposes of this Contract. ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS OF THE DEVELOPER. FOR CORRECT REPRESENTATIONS, REFERENCE SHOULD BE MADE TO THIS CONTRACT AND THE DOCUMENTS REQUIRED BY SECTION 718.503, FLORIDA STATUTES, TO BE FURNISHED BY A DEVELOPER TO A BUYER OR LESSEE. 1. Effective Date: The "Effective Date" shall be the date that the last of the parties to this Contract signs and executes below. 2. Description of Parties Seiler/Developer: ST. JOHN PROPERTIES CORPORATION. Buyer: Address: Social Security Number: Telephone: 3. Description of Property to Being Sold: Unit (the "Unit") of the proposed ST. JOHN VILLAGE CONDOMINIUM (the "Condominium"). The Unit and the Condominium are described in greater detail in the proposed Declaration of Condominium (the "Declaration") given to the Buyer simultaneously with his or her signing of this Contract. The Following Paragraph Applies (check one) : Yes No Notice to Buyer: The Seller has previously received financial assistance from the City of Miami's HOME affordable housing program which was used by the Seller for the construction of 11 of the 14 condominium units in St. John Village Condominium. The City received these funds through its participation in the HOME program of the United States Department of Housing and Urban Development (HUD). if this paragraph is applicable the assistance from the City has reduced the purchase price being paid by the Buyer under this Contract from what it would have been without such assistance. The 11 affected condominium units can only be sold to "low income Buyers and are covered by a Declaration of Restrictive Covenants filed in the Public Records of Miami -Dade County in favor of the City which affects any resales that these Buyers might choose to make prior to a specified future date (under these restrictions the Buyer would either have to limit the re -sale to a low income person or, altematively, would have to repay to the City a specified portion of the HOME dollars that had previously been used to reduce the Buyer's original purchase price). 4. PURCHASE PRICE. $ a. Initial Deposit $ b. Additional Deposit (to be paid by the Buyer in $ monthly installments of $ each) c. Total Deposit (sum of "a" and "b" above) $ d. Balance to be paid at closing $ ANY PAYMENT IN EXCESS OF 10 PERCENT OF THE PURCHASE PRICE MADE TO DEVELOPER PRIOR TO CLOSING PURSUANT TO THIS CONTRACT MAY BE USED FOR CONSTRUCTION PURPOSES BY THE DEVELOPER (such funds may be used in the actual construction and development of the condominium property in which the unit being sold is located, however, no part of these funds may be used for salaries, commissions or expenses of salesperson or for advertising purposes) The Purchase Price includes the exclusive use of one parking space to be located within the Common Areas. At closing, Buyer will receive an assignment of the exclusive right to use such parking space, said space to be selected by Seller or its designee. The Seller shall pay into an escrow account all payments up to 10 percent of the Purchase Price received by the Seller from the Buyer towards the Purchase price. The escrow agent shall give to the Buyer a receipt for the deposit upon request. All payments made by the Buyer which are in excess of the 10 percent of the Purchase Price which have been received prior to completion of construction by the Seller shall be held in a separate special escrow account. The Buyer, be signing this Contract, hereby agrees that these accounts need not necessarily be interest bearing. 5. CANCELLATION BY PURCHASER. THIS AGREEMENT IS VOIDABLE BY BUYER BY DELIVERING Page 60 - Declaration Book24774/Page294 CFN#20060825211 Page 60 of 68 WRITTEN NOTICE OF THE BUYER'S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF EXECUTION OF THIS AGREEMENT BY THE BUYER, AND RECEIPT BY BUYER OF ALL OF THE ITEMS REQUIRED TO BE DELIVERED TO HIM OR HER BY THE DEVELOPER UNDER SECTION 718.503, FLORIDA STATUTES. THIS AGREEMENT 15 ALSO VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER'S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF RECEIPT FROM THE DEVELOPER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OR MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER. ANY PURPORTED WAIVER OF THESE VOIDABILITY RIGHTS SHALL BE OF NO EFFECT. BUYER MAY EXTEND THE TIME FOR CLOSING FOR A PERIOD OF NOT MORE THAN 15 DAYS AFTER THE BUYER HAS RECEIVED ALL OF THE ITEMS REQUIRED. BUYER'S RIGHT TO VOID THIS AGREEMENT SHALL TERMINATE AT CLOSING. 6. Deposits - Escrow Agent: Except as permitted below or by the provisions of the Florida Condominium Act, an of Buyer's deposits will be held in escrow by SI. John Community Development Corporation ("Escrow Agent"), with offices at 1322 NW 3rd Ave., Miami Ft 33136the Law Offices of Neal 5. Litman, P.A., Grove Plaza Building, 2nd FI, 2900 SW 28th Terrace, Miami, FL, 33133 (attn: Richard E. Deutch, Jr., Esq.). Buyer agrees that the Escrow Agent may hold the deposits in any depository which meets the requirements of the Florida Condominium Act. Act. If Buyer so requests, Buyer may obtain a receipt for Buyer's deposits from the Escrow Agent. At closing, all deposits not previously disbursed to Seller will be released to Seller. Except where expressly provided herein to the contrary or otherwise required by law, all interest eamed on Buyer's deposits shall accrue solely to the benefit of Seller, and shall not be credited against the purchase price of the Unit. 7. Financing: Buyer understands and agrees that Buyer will be obligated to pay "all cash" at closing. This Agreement and Buyer's obligations under this Contract to purchase the Unit will not depend on whether or not Buyer QUALIFIES for or obtains a mortgage from any lender. Buyer will be solely responsible for making Buyer's own financial arrangements. Seller agrees, however, to cooperate with any lender Buyer chooses and to coordinate closing with such lender, if, but only if, such lender meets Seller's closing schedule and pays Seller the proceeds of its mortgage at closing. In the event that lender does not pay Seller these proceeds at closing, and if Seller allows same {which it is not obligated to do), Buyer will not be allowed to take possession of the Unit until Seller actually receives the funds and they have cleared. Notwithstanding any cooperation provided by Seller, nothing herein shall be deemed to qualify or otherwise condition Buyer's obligation to close "all cash' on the purchase of the Unit. The Buyer shall be solely responsible to pay for all costs in connection with such mortgage loan closing and, in addition, any prepayments required by the lender and for any escrows of mortgage insurance, taxes, hazard and flood insurance, maintenance fees, and waste fees that are required by the lender. 8. Construction and Completion: The Seller agrees to construct a _ bedroom, _ bathroom residence which is substantially the same as the plans, drawings, specifications and other documents given to the Buyer at the time of the signing of this Contract. The Seller expressly reserves the right to make changes and to substitute building materials, appliances, equipment, fixtures, and items in the residence as may be necessitated by the availability of materials, colors, or brand names, or by material shortages, strikes, or similar situation which in Seller'S judgment require such changes, provided only that such changes shall not materially diminish the size of the residence and that any other change or substitution shall be of similar quality as determined by the Seller. Seller also reserves the right to defer the actual installation of any portion of the landscaping of the development which Seller believes necessary andlor in order to avoid any possible damage or destruction to the landscape material which might be caused by continuing or further construction of surrounding buildings and improvements; however, the landscape installation must still be substantially completed in accordance the original plans. Seller agrees to complete construction and deliver the residence to the Buyer within two years of the date that this Contract is fully executed. subject, however, to a delay in the event of unavailability of materials, strike, governmental order, Act of God, or other event beyond the control of the Seller (the "Outside Date"). If construction is not completed within the above mentioned time the sole obligation of the Seller is to retum to the Buyer any and all deposits made by the Buyer pursuant to this Contract. Upon the refund of such deposits the Seller shall be released from all liability to the Buyer and this Contract shall be null and void. The Buyer shall be given an opportunity to examine his or her residence along with a representative of the Seller prior to closing of title. At that time, the Buyer, along with the Sellers representative, will prepare and sign a final inspection statement setting forth any defects in workmanship and/or materials. Buyer acknowledges that any defects stated in the final inspection statement, even if identified prior to the time of closing, may not be finally completed for a period of time after closing due to the nature and extent of said defects, individually and as a whole. Any item that does not conform to the standard industry practice will be considered defective. If the Buyer fails to inspect his or her residence prior to closing, said residence will be deemed acceptable in an "AS IS" condition. Buyer acknowledges that all matters pertaining to the initial construction of the residence shall be handled by the Seller and that Buyer agrees not to interfere with or molest any workman at the site of the property. 9. Representations and Warranties: To induce the Buyer to enter into this Contract, the Seller makes the following representations, warranties, and covenants. A. Seller has good and marketable fee simple title to the Property, free and clear of all liens, property taxes, encumbrances, and restrictions, except for those restrictions appearing of record, taxes for the year of closing, encumbrances that will be cleared prior to closing, and encumbrances that will be cleared at the closing out of the Sellers proceeds from the Purchase Price. B. There are no condemnations or similar proceedings affecting any part of the Property and no such proceeding shall be pending on the Closing Date. To the best of the Seller's knowledge, no such condemnations or other proceeds are threatened or planned. C. The Seller is not subject to any commitment, obligation, or agreement, including but not limited to, any right of first refusal or option to purchase, granted to a third party, which would or could prevent the Seller from completing the sale of the Property as contemplated by this Contract. E. Seller has sole and exclusive possession of the Property and will be able to deliver possession of the Property free of all leases on the Closing Date. F. The Seller gives the Buyer all of the warranties required by section 718.203, Florida Statutes (2003) 10_ Conditions Precedent: The obligations of the Buyer to close this transaction are subject to the Buyer having Page 61 - Declaration Book24774/Page295 CFN#20060825211 Page 61 of 68 given Notice to Purchase and that all representations and warranties of the Seller shall be true and correct as of the Closing Date as is such representations and warranties were being made on such date. In the event that any of said conditions are not fulfilled on or as of the Closing Date, and notwithstanding anything to the contrary in this Contract, the Buyer shall have the right to terminate this Contract and to obtain a full refund of any deposits made to the Seller whereupon all parties shall be relieved of any further obligations hereunder. 11. Clear Title: Within 7 days of the execution of this Contract by the Seller, the Seller shall deliver to the Buyer any existing title insurance policies or abstracts of title for the property in that are in the Seller's possession or which the Seller might obtain possession by reasonable efforts. At closing, the Seller shall pay for any update of the title information that might be necessary so as to enable the Buyer to obtain title insurance for the Property. A. Seller shall convey a marketable title, subject only to liens, encumbrances, exceptions, or qualifications set forth in this Contract and those which shall be discharged by Seller at or before closing. Marketable title shall be determined according to applicable Title Standards adopted by authority of the Florida Bar and in accordance with law. B. If the Buyer discovers that the title is defective, the Buyer shall notify the Seller in writing shall specifying the defect(s). If said defect(s) render the title unmarketable or uninsurable the Seller will have 120 days from receipt of notice within which to remove said defect(s), and if Seller are unsuccessful in removing them within said time. the Buyer shall have the option of either accepting the title as it then is, or demanding a refund of all monies paid hereunder which shall forthwith be returned to the Buyer and thereupon the Buyer and the Seller shall be released as to one another of all further obligations under this Contract. Alt expenses to clear title defects shall be paid by the Seller. 12. Closing: The Seller has the right to schedule the date, time and place for closing, which shall in no event shall be scheduled later than one (1) year following the Outside Date. Before Seller can require Buyer to close, however, two things must be done: A. Seller must record the Declaration of Condominium and related documents in the Miami -Dade County public records; and B. Seller must obtain a temporary, partial or permanent certificate of occupancy for or covering the Unit from the proper governmental agency (certificate of occupancy is the official approval needed before a unit may be lived in). Buyer will be given at least ten (10) days' notice of the date, time and place of closing, except in the event that Buyers lender, if any, requires closing to be held on less than ten (10) days' notice, in which event, Buyer shall close upon demand of Buyer's lender. Seller is authorized to postpone the closing for any reason and Buyer will close on the new date, time and place specified in a notice of postponement (as long as at least 3 days' notice of the new date, time and place is given). A change of time or place of closing only (one not involving a change of date) will not require any additional notice period. Any formal notice of closing, postponement or rescheduling may be given orally, by telephone, telegraph, telex, telecopy, mail or other reasonable means of communication at Seller's option. All of these notices will be sent or directed to the address, or given by use of the information specified on Page 1 of this Agreement unless Seller has received written notice from Buyer of any change prior to the date the notice is given. These notices will be effective on the date given or mailed (as appropriate). An affidavit of one of Seller's employees or agents stating that this notice was given or mailed will be conclusive. After the notice is given or mailed, and if requested in writing by Buyer, Seller will send a written confirmation of the closing, together with a draft closing statement and other pertinent information and instructions, This written confirmation is given merely as a courtesy and is not the formal notice 10 close. Accordingly, it does not need to be received by any particular date prior to closing. Buyer agrees, however, to follow all instructions given in any formal notice and written confirmation. If Buyer fails to receive any of these notices or the confirmation because Buyer failed to advise Seller of any change of address or phone, telecopy or telex number, because Buyer has failed to pick up a letter when Buyer has been advised of an attempted delivery or because of any other reason, Buyer will not be relieved of Buyer's obligation to close on the scheduled date unless Seller agrees in writing to postpone the scheduled date. Closing shall be held in the county wherein the Property is located, at the office of the attomey or other closing agent designated by the Buyer. At closing the Buyer shall pay the cash portion of the purchase price by bank cashier's check or certified check either of which shall be Issued by and drawn on a local Institution and the Seller shall furnish the deed, an absence of lien affidavit, non -foreign status affidavit, and any corrective instruments that may be required in connection with perfecting the title, Buyer shalt fumish the closing statement. The Seller shall pay the following closing costs: state documentary stamps charges, the cost of recording any corrective instruments and the title update charges necessary for the title insurance. The Buyer shall pay the cost of recording the deed, and title insurance premiums. 13. Conveyance: Seller shall convey title to the Property by statutory warranty, trustee, personal representative, or guardian deed, as appropriate to the status of the Seller, subject only to matters contained in the following and those otherwise accepted by Buyer. 14. Restrictions; Easements; Limitations: The Buyer shall take title subject to: zoning, restrictions, prohibitions, and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; public utility easements of record ; taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgages, if any, and any Miami -Dade County health and safety code violations. Provided, however, that there exists at closing no violation of the foregoing and the same does not prevent the use of the property for residential purposes. 15. Liens: Seller shall fumish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential lienor known to Seller and further attesting that there have been no improvements or repairs to the Property for 90 days immediately preceding the date of closing in a form satisfactory to the Buyer. If the Property has been improved, or repaired within said time, Seller shall deliver releases Page 62 - Declaration Book24774/Page296 CFN#20060825211 Page 62 of 68 or waivers of mechanic's liens, executed by all general contractors, subcontractors, suppliers, and materialmen, in addition 10 Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers, and materialmen and further reciting that in fact all bills for work to the Property or Personalty which could serve as a basis for a mechanic's lien or a claim for damages have been paid or will be paid at closing. 16. Prorations: Current expenses of the Unit (for example, taxes and govemmental assessments, levies and/or use fees and current monthly assessments of the Association and the Master Association and any interim service fee imposed by govemmental authority) will be prorated between Buyer and Seller as of the date of closing. Additionally, at closing, Buyer shall be obligated to prepay the next month's maintenance assessment to the Association and the Master Association. If taxes for the year of closing are assessed on the Condominium as a whole, Buyer shall pay Seller, at closing, the Unit's allocable share of those taxes (as estimated by Seller and subject to reproration when the actual tax bit is available) for the Unit from the date of closing through the end of the applicable calendar year of closing. If taxes for the year of closing are assessed on a unit -by -unit basis, Buyer and Seller shall prorate taxes as of the closing date based upon the actual lax bill, if available, or an estimate by Seller, if not available, with Buyer responsible for paying the full amount of the tax bill and Seller reimbursing Buyer for Seller's prorated share of those taxes. Buyer agrees that Seller's prorated share of the taxes due as of closing need not be paid to Buyer, however, until the actual tax bill is presented to Seller, and any proration based on an estimate of the current year's taxes shall be subject to reproration upon request of either party. In addition, Buyer shall pay, or reimburse Seller if then paid, for any interim proprietary and general service fees imposed by the City of Miami with respect to the Unit. This subparagraph shall survive (continue to be effective after) closing. 17. Contract Not Recordable; Persons Bound; Notice: Neither this Contract nor any notice thereof shall be recorded in any public records. This Contract shall bind and inure to the benefit of the parties hereto and their successors in interest. Whenever the context permits, singular shalt include plural and one gender shall include all. Notice given by or to the attorney for any party shall be as effective as if given by or to said party, 18. Occupancy: Seller represents that there are no parties in occupancy other than the Seller. Seller agrees to deliver occupancy of the property at the time of closing unless otherwise stated herein. If occupancy ix to be delivered prior to closing, Buyer assumes all risk of loss to property and personalty for the date of occupancy, and shall be responsible and liable for maintenance thereof from said date, and shall be deemed to have accepted the property and personalty in their existing condition as of the time of taking occupancy unless otherwise stated herein or in a separate writing. 19. Proceeds of Sale; Closing Procedure: The deed shall be recorded upon clearance of funds and evidence of title continued at Buyer's expense, to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last evidence, and the proceeds of the sale shall be held in escrow by the Buyer's' attomey or by such other escrow agent as may be mutually agreed upon for a period of not longer than five (5) days from and after closing date. If Seller's title is rendered unmarketable, Buyer shall within said five (5) day period, notify Seller in writing of the defect and the Seller shalt have 30 days from the date of receipt of such notification to cure said defect. In the event that Seller fails to timely cure said defect, all monies paid hereunder shall, upon written demand therefor and within five (5) days thereafter, be retumed to Buyer and, simultaneously with such repayment, Buyer shall vacate the Property and reconvey the same to the Seller by special warranty deed and return the Personalty. In the event that the Buyer fails to make timely demand for a refund, Buyer shall take title as is, waiving all rights against the Seller as to such intervening defect except as may be available to Buyer by virtue of warranties, if any, contained in the deed. In the event a portion of the purchase price is to be derived from institutional financing or refinancing, the requirements of the lending institution as to place, time of day, and procedures for closing, and for disbursement of mortgage proceeds, shall control anything in this contract to the contrary notwithstanding. Provided, however, that the Seller shall have the right to require from such lending institution at closing a commitment that it will not withhold disbursement of mortgage proceeds as a result of any title defect attributable to the Buyer -mortgagor. The escrow and closing procedures required by this Standard may be waived in the event the attomey, title agent, or closing agent insures against adverse matters pursuant to Section 627.7841, F.S. (1987), as amended. 20. Escrow: Any escrow agent receiving funds or equivalent is authorized and agrees by acceptance thereof to deposit promptly and to hold same in escrow and subject to clearance thereof to disburse the same in accordance with the terms and conditions of this Contact. Failure of clearance of funds shall not excuse performance by the Buyer. In the event of doubt as to the escrow agent's duties or liabilities under the provisions of this Contract, the escrow agent may in the agent's sole discretion, continue to hold the subject matter of this escrow until the parties mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction shalt determine the rights of the parties thereto, or the escrow agent may deposit the same with the clerk of the circuit court having jurisdiction of the dispute, and upon notifying all parties concemed of such action, all liability on the part of the escrow agent shall fully terminate, except to the extent of accounting for any items theretofore delivered out of escrow. If a licensed real estate broker, the escrow agent will comply with the provisions of Chapter 475, F.S. (1998), as amended. In the event of any suit between Buyer and Seller wherein the escrow agent is made a party by virtue of acting as an escrow agent hereunder, or in the event of any suit wherein the escrow agent interpleads the subject matter of this escrow, the agent shall be entitled 10 recover reasonable attorney's fee and costs incurred, said fees and cost to be charged and assessed as court costs in favor of the prevailing party. All parties agree that the escrow agent shall not be liable to any party or person whomsoever for misdelivery to Buyer or Seller of items subject to this escrow, unless such misdelivery shall be due to willful breach of this Contract or gross negligence on the part of the agent. 21. Other Agreements: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No modifications or changes in this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties to be bound thereby. 22. Failure of Performance: If the Buyer fails to perform this Contract within the time specified (including payment of all deposits hereunder), the deposit(s) paid by the Buyer may be retained by or for the account of the Seller as liquidated damages, consideration for the execution of this Contract and in full settlement of any claims; whereupon Buyer and Seller shall be relieved of all obligations under the Contract; or Seller, at Seller's option, may proceed at law or in equity to enforce Seller's legal rights under this Contract. If, for any reason other that failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglect or refuses to perform this Contract, the Buyer may seek specific performance or elect to receive the return of Buyer's deposit(s) without thereby waiving any action or damages resulting from Seller's breach. 23. Radon: Radon is a naturally occurring radioactive gas that, when it has accumulated in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed federal and state guidelines Page 63 - Declaration Book24774/Page297 CFN#20060825211 Page 63 of 68 have been found in building in Florida. Additional information regarding radon and radon testing may obtained from your county public health unit. 24. Assignability: The Buyer may not assign this contract. 25. Maintenance Fee. Buyer understands and agrees that the Estimated Operating Budgets for the Condominium Association (the "Budget") given to Buyer at the time that this Contract was executed provide only an estimate of what it will cost to run the Associations during the period of time staled in the Budgets. The Budget itself, as opposed to the levels of assessments payable to the Condominium Association, is not guaranteed to accurately predict actual expenditures. Changes in the Budget may be made at any time to cover increases or decreases in actual expenses or in estimates. 26. Condominium Association. This Contract is also Buyer's application for membership in the Condominium Association which memberships shall automatically take effect at closing. At that time, Buyer agrees to accept the liabilities and obligations of membership. 27. Typewritten or Handwritten Provisions: Typewritten or handwritten provisions inserted herein or attached hereto as addenda shall control all printed provisions of this contract in conflict therewith. This is intended to be a legally binding contract. Do not sign if there are blank spaces not filled in. if not fully understood, seek the advice of an attorney prior to signing. ANY PAYMENT IN EXCESS OF 10 PERCENT OF THE PURCHASE PRICE MADE TO DEVELOPER PRIOR TO CLOSING PURSUANT TO THIS CONTRACT MAY BE USED FOR CONSTRUCTION PURPOSES BY THE DEVELOPER. Buyer: Signature Seller: St. John Properties Corporation By: Authorized agent Date: Date: -�2 -o� Page 64 - Declaration 0 70 N Book24774/Page298 CFN#20060825211 Page 64 of 68 EXHIBIT: 11: Form of Escrow Deposit Agreement ESCROW DEPOSIT AGREEMENT This Escrow Deposit Agreement, entered into the day and year set forth below, by and between ST. JOHN PROPERTIES CORPORATION, a Florida Corporation, hereinafter called "Developer", and MARK L. RIVLIN, P.A., hereinafter called "Escrow Agent". WITNESSETH: A. The Developer will be entering into Contracts for Sale and Purchase of the condominium apartment units al ST. JOHN VILLAGE CONDOMINIUM; B. The provisions of the Florida Condominium Act (the "Act") requires that deposits received from the purchasers of condominium units must be placed into an escrow account held by a third party agent; C. Developer is desirous of entering into an Agreement with the Escrow Agent to hold the deposits of these purchasers in the manner required by the Act; D. Escrow Agent has consented to hold all deposits it receives pursuant to the terms and provisions hereof. NOW THEREFORE, the Developer and the Escrow Agent, in consideration of the mutual covenants and conditions as herein after set forth, agree as follows: 1. From time to time, Developer will deliver checks payable to or endorsed to Escrow Agent which will represent deposits on Contracts, together with a copy of each executed Contract (if not previously delivered with prior deposits) and a "Notice of Escrow Deposit" in the form attached hereto. Escrow Agent shall acknowledge receipt of the deposit upon the form attached and deliver an executed copy of same to Developer, and to the individual unit purchaser upon request. Escrow funds may be invested only in securities of the United States or an agency thereof or in accounts in institutions the deposits of which are insured by an agency of the United States. 2. Escrow Agent shall disburse the purchaser's deposit(s), escrowed hereunder in accordance with the following: (a) To the purchaser, within five (5) days after receipt of Developer's written certification that the purchaser has properly terminated his contract. (b) To Developer, within five (5) days after the receipt of Developer's written certification that the purchaser's contract has been terminated by reason of said purchaser's failure to cure a default in performance of purchaser's obligations thereunder. (c) If the deposit of a purchaser has not been previously disbursed in accordance with the provisions of subparagraphs 2(a) or 2(b), above, the same shall be disbursed immediately to Developer or its designees upon receipt from Developer of a closing statement or other verification signed by the purchaser, or his attorney or authorized agent, reflecting that the transaction for sale and purchase of the subject condominium unit has been closed and consummated; provided, however, that no disbursement shall be made if prior to the disbursement, Escrow Agent receives from purchaser written notice of a dispute between the purchaser and Developer until such dispute is settled as evidenced by written notice from both purchaser and Developer or by an order of a court of competent jurisdiction. (d) Escrow Agent shall at any time make distribution of the purchaser's deposit upon written direction duly executed by both the Developer and the purchaser. (e) No disbursement need be made by Escrow Agent until sums necessary to make such disbursement have actually and finally cleared Escrow Agent's account. 3. Escrow Agent may act in reliance upon any writing, instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statements or assertions contained in such writing or instrument and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written instructions delivered to it, nor as to the identity, authority, or rights of any person executing the same. The duties of Escrow Agent shall be limited to the safekeeping of the deposits and the disbursement of same in accordance with the written instructions described above. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Upon Escrow Agent disbursing the deposit of a purchaser in accordance with the provisions hereof, the escrow shall terminate with respect to said purchaser's deposit, and Escrow Agent shall thereupon be released of all liability hereunder in connection therewith. 4. Escrow Agent may consult with counsel of its own choice and shall have full and complete authority Page 65 - Declaration Book24774/Page299 CFN#20060825211 72 Page 65 of 68 and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent shall not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its misconduct or gross negligence, and Developer agrees to indemnify and hold Escrow Agent harmless from and against any claims, demands, causes of action, liabilities, damages, judgments, including the cost of defending any action against it together with any reasonable attorneys' fees incurred therewith, in connection with Escrow Agent's undertaking pursuant to the terms and conditions of this Escrow Agreement, unless such action or omission is a result of the misconduct or gross negligence of Escrow Agent. 5. 1n the event of a good faith disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, Escrow Agent may, at its sole discretion, file an action in interpleader to resolve said disagreement. Escrow Agent shall be indemnified by Developer for all costs, including reasonable attorneys' fees, in connection with the aforesaid interpleader action. No such action shall be filed where the Escrow Agent's required course of action is clearly dictated herein. 6. Escrow Agent may resign at any time upon the giving of thirty (30) days' written notice to Developer. If a successor to Escrow Agent is not appointed within thirty (30) days after notice of resignation, Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent and Escrow Agent shall be fully released from all liability under this Agreement to any and all parties, upon the transfer of the escrow deposit to the successor escrow agent either designated by Developer or appointed by the Court. The successor escrow agent must be authorized to act as such by the Florida Condominium Act. 7. Developer shall have the right to replace Escrow Agent upon thirty (30} days' written notice with a successor escrow agent named by Developer. In such event, Escrow Agent shall turn over to the successor escrow agent all funds, documents, records and properties deposited with Escrow Agent in connection herewith and thereafter shall have no further liability hereunder. The successor or other escrow agent must be authorized to act as such by the Florida Condominium Act. 8. This Agreement shall be construed and enforced according to the laws of the State of Florida and this Agreement may be made a part, in its entirety, of any prospectus, offering circular or binder of documents distributed to purchasers or prospective purchasers of condominium units in the Condominium. 9. This Escrow Agreement shall be expressly incorporated by reference in all Contracts between Developer and purchasers. 10. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and shall be binding upon the parties, their respective successors and assigns. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized agents as of the day and year indicated by their signatures below. This Agreement shall become effective upon the signature of the last of the two parties to sign. ST. JOHN PROPERTIES CORPORATION By: Date: Doris Isaac, Vice President MARK L. RIVLIN, P.A. By: Date: Mark L. Riviin, Attorney at Law. -oG 0 70 � Page 66 - Declaration ^^ Book24774/Page300 CFN#20060825211 Page 66 of 68 C EXHIBIT 12: Form of Receipt of Documents. �C /-1 RECEIPT FOR CONDOMINIUM DOCUMENTS The undersigned acknowledges that the documents checked below have been received or, as to plans and specifications, made available for inspection. Name of Condominium: St. John Village Condominium Physical Location of Condominium: 1600 NW 1 Court, Miami, Florida. Place a check in the column beside each document received or, for the plans and specifications, made available for inspection. If an item does not apply, place "N/A" in the column. By Alternate DOCUMENT Received Media N/A N/A Prospectus Text Declaration of Condominium Articles of Incorporation\ By -Laws x N/A x N/A x N/A Estimated Operating Budget x N/A Form of Agreement for Sale or Lease N/A Rules and Regulations x N/A Covenants and Restrictions N/A N/A Ground Lease N/A N/A Management and Maintenance Contracts for More Than One Year Renewable Management Contracts N/A N/A N/A N/A Lease of Recreational and Other Facilities to be Used Exclusively by Unit Owners of Subject Condominiums (See s. 718.503(1)(b) 7, F.S. And s.718.504, F.S.) N/A N/A Form of Unit Lease if a Leasehold Declaration of Servitude Sales Brochures N/A N/A N/A N/A N/A N/A Phase Development Description (See s. 718.503(1)(b) 11, F.S. And s. 718.504, F.S.) N/A N/A Lease of Recreational and Other Facilities to be Used by Unit Owners with other Condominiums (See s. 718.503(1)(b) 8, F.S. And s. 718.504, F.S.) N/A N/A Description of Management for Single Management of Multiple Condominiums - FS 718.503(1)(b)6, FS. And s. 718.504, F.S. N/A NIA Conversion Inspection Report N/A N/A Conversion Termite Inspection Report N/A NIA Plot Plan x NIA '. Floor Plan x NIA -' 1 Survey of Land and Graphic Description of Improvements x N/A I, Executed Escrow Agreement x N/A 0 ` Page 67 - Declaration Book24774/Page301 CFN#20060825211 Page 67 of 68 OR ESK 24774 PG 0302 LAST F'AGE Alternative Media Disclosure Statement (See Rule 61B-17.011, F.A.C. Frequently Asked Questions and Answers Evidence of Developers Interest in Land NIA NIA x N/A x N/A By Made Alternate Document Received or Available Media Plans and Specifications x THE PURCHASE AGREEMENT IS VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER'S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF EXECUTION OF THE PURCHASE AGREEMENT BY THE BUYER AND RECEIPT BY THE BUYER OF ALL OF THE DOCUMENTS REQUIRED TO BE DELIVERED TO HIM OR HER BY THE DEVELOPER. THE AGREEMENT IS ALSO VOIDABLE BY THE BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER'S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF RECEIPT FROM THE DEVELOPER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OF MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER. ANY PURPORTED WAIVER OF THESE VO1DABILITY RIGHTS SHALL BE OF NO EFFECT. BUYER MAY EXTEND THE TIME FOR CLOSING FOR A PERIOD OF NOT MORE THAN 15 DAYS AFTER THE BUYER HAS RECEIVED ALL OF THE DOCUMENTS REQUIRED. BUYER'S RIGHT TO VOID THE PURCHASE AGREEMENT SHALL TERMINATE AT CLOSING. Executed this day of , 20 Signature of Purchaser Purchaser or Lessee or Signature of Lessee Page 68 - Declaration -72 Book24774/Page302 C F N#20060825211 4\ Page 68 of 68 FOLIO: 01-3136-087-0001 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: REFERENCE ONLY MIAMI FOLIO: 01-3136-087-0020 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: ULTRINA HARRIS PROP ADDR: 1622 NW 1 AVE UNIT: 2 MIAMI FOLIO: 01-3136-087-0040 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: LINDA OWENS PROP. ADDR: 1622 NW 1 AVE UNIT: 4 MIAMI FOLIO: 01-3136-087-0060 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: DELECIA JOHNSON PROP. ADDR: 1622 NW 1 AVE UNIT: 6 MIAMI FOLIO: 01-3136-087-0080 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: TAWANNA L WILSON PROP. ADDR: 1622 NW 1 AVE UNIT: 8 MIAMI FOLIO: 01-3136-087-0100 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: JASON 8 PITMAN ANGEL D PITMAN PROP. ADDR: 1622 NW 1 AVE UNIT: 10 MIAMI 0 FOLIO: 01-3136-087-0120 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: KENEEL D GEORGES PROP. ADDR: 1622 NW 1 AVE UNIT: 12 MIAMI FOLIO: 01-3136-087-0140 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: LACY BETTON JR LE C/O MARVA L WILEY PA PROP. ADDR: 1622 NW 1 AVE UNIT: 14 MIAMI FOLIO: 01-3136-087-0010 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: GARFIELD A MILLER PROP. ADDR: 1622 NW 1 AVE UNIT: 1 MIAMI FOLIO: 01-3136-087-0030 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: GABRIELLE L THOMPSON PROP. ADDR: 1622 NW 1 AVE UNIT: 3 MIAMI FOLIO: 01-3136-087-0050 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: CATHERINE TASCON PROP. ADDR: 1622 NW 1 AVE UNIT: 5 MIAMI FOLIO: 01-3136-087-0070 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: HOWARD WILLIAMS PROP. ADDR: 1622 NW 1 AVE UNIT: 7 MIAMI FOLIO: 01-3136-087-0090 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: MILAGROS RIVERA PROP. ADDR: 1622 NW 1 AVE UNIT: 9 MIAMI 0 FOLIO: 01-3136-087-0110 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: BEN ROBERTS PROP. ADDR: 1622 NW 1 AVE UNIT: 11 MIAMI FOLIO: 01-3136-087-0130 SUB -DIVISION: ST JOHN VILLAGE CONDO OWNER: FRANCESCA M FRAY PROP. ADDR: 1622 NW 1 AVE UNIT: 13 MIAMI 0 EXHIBIT B AUTHORIZING RESOLUTION CRA-R-24-0026 x Omni C R A OMNI Community Redevelopment Agency Legislation OMNI CRA Resolution: CRA-R-24-0026 OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.omnicra.com File Number: 15951 Final Action Date:4/25/2024 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") ALLOCATING $500,000 TO A RESIDENTIAL AND BUSINESS BEAUTIFICATION GRANT PROGRAM FOR THE PURPOSES OF PROPERTY ENHANCEMENT IN THE OMNI REDEVELOPMENT AREA FROM ACCOUNT NO. 10040.920501.883000.0000.00000; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS SOLELY IN HIS/HER DISCRETION AS A GRANT TO PROPERTY OWNERS, ON A REIMBURSEMENT BASIS TO PROPERTY OWNERS, OR DIRECTLY TO VENDORS UPON PRESENTATION OF INVOICES AND/OR SATISFACTORY DOCUMENTATION TO QUALIFYING PROPERTY OWNERS IN ORDER TO DISBURSE FUNDS AS STATED HEREIN SUBJECT TO THE AVAILABILITY OF FUNDS; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE ANY AND ALL NECESSARY DOCUMENTS, ALL IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSES STATED HEREIN. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within the Omni Redevelopment Area ("Area") in accordance with the 2010 Omni CRA Redevelopment Plan ("Plan"); and WHEREAS, Section 4.4, C., D-1, at page 41 of the Plan; Section 4.4, D., A02, at page 42 of the Plan; and Section 4.4, E., D-7, at page 42 of the Plan all list maximizing conditions for residents to live in the area, the elimination of conditions which contribute to blight, and minimizing condemnation and relocation as stated redevelopment objectives; and WHEREAS, Section 5 of the Plan titled "Projects and Strategies" also authorizes the CRA to authorize "small business development through the creation of financial resource pools"; and WHEREAS, the Board of Commissioners of the CRA has previously allocated funds to programs that rehabilitate facades, small business improvements, and improvements to the quality of life within the Area; and WHEREAS, these programs have all been successful and have moved towards accomplishing the goals and objectives of the Plan; and WHEREAS, the Board of Commissioners wishes to further allocate an additional five hundred thousand dollars ($500,000) to the CRA's Beautification Grant Program ("Program") to enhance the areas visual attractiveness in the Area; and WHEREAS, funds are available from Account No. 10040.920501.883000.0000.00000 for the Program; and City of Miami Page 1 of 2 File ID: 15951 (Revision:) Printed On: 9/12/2025 File ID: 15951 Enactment Number: CRA-R-24-0026 WHEREAS, the Executive Director is further requesting authority to disburse funds from the Program to eligible participants as a grant, as a loan, on a reimbursement basis, or directly to vendors upon presentation of invoices and satisfactory documentation without the need for further approval from the Board of Commissioners and within the Executive Director's sole discretion; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference hereto and incorporated herein as if fully set forth in this Section. Section 2. The Beautification Program is hereby established with funds in the amount of Five Hundred Thousand Dollars ($500,000) allocated from Account No. 10040.920501.883000.0000.00000. Section 3. The Executive Director is authorized to disburse funds in his/her sole discretion as either a grant, a loan, on a reimbursement basis, or directly to vendors upon presentation of invoices and satisfactory documentation to qualifying businesses. Section 4. The Executive Director is authorized to negotiate and execute any and all documents necessary to effectuate the Program, all in a form acceptable to the General Counsel. Section 5. This Resolution shall become effective immediately upon adoption. APPROVED AS TO FORM AND CORRECTNESS: John Gam, Chief Deputy amity Attorney 4/22/2024 City of Miami Page 2 of 2 File ID: 15951 (Revision:) Printed on: 9/12/2025 EXHIBIT C GRANTEE'S APPLICATION FORM Omni CIA Beautification Grant Award Criteria The Omni CRA Beautification Grant Program is a key initiative supporting the CRA's mission to eliminate blight, enhance aesthetics, and improve quality of life for residents, businesses, and visitors within the Omni CRA district. The program provides financial assistance for facade improvements, landscaping, graffiti removal, and minor outdoor repairs, fostering a more vibrant and attractive community. Grants are awarded on a rolling basis, subject to funding availability, and are evaluated annually. Each application is reviewed by CRA staff and recommended to the Executive Director based on specific criteria. Each project is judged on its individual merits and alignment with the Omni CRA's broader redevelopment goals. Grant Award Approval 'Sf Ave Business/Property Address: VI t(' 1Date of Application: /17402--S Approved Grant Amount:L4 (6 ''''''' Reasons for Award:' ) • Supports CRA redevelopment efforts • Protects prior CRA investments • Enhances a vital local business or property • Improves aesthetics and community appeal • Addresses economic hardship or emergency conditions • Assists with business/property maintenance and upgrades I hereby approve this application for a Beautification Grant. uarez Executive Director, Omni CRA Date: • lifss Omni CRA Omni Community Redevelopment Agency (CRA) Residential Beautification Grant Application Form The Omni CRA Beautification Grant Program offers up to $5,0 00 for eligible residential property owners and tenants in the Omni CRA District to enhance curb appeal through exterior painting, landscaping, and repairs. Properties must be within the district, owner -occupied or tenant -occupied, and free of municipal or county lien. The program aims to revitalize the community by Improving neglected properties. (The program is subject to funding availability). Applicant Name (property owner) V/les- 4l 43.2- Property Address / Address of Dwelling Being Renovated (if differentfrom above) City, State, Zip Code ini4fr7/, Pi- 33/ 3 t Phone Number 7t6t77—L/ ,3 _ Email Address .S !J CO,)J IAAr /[ s 1s the property owner-occted? Yes j No ❑ Is the property homesteaded? Yes � No ❑ Is the property tenant -occupied? Yes U No . Tenant Name (ifyes) Any municipal or county liens? Yes No I Description of Proposed Improvements: g4m0✓< are rrne4 el/7!/C 1✓OO /(7 74r+et # 42/ X aiatnale0/,9n /y- heme 044"erS . Estimated Total Cost $ P 1/02. D 0 v CRA Grant Funding Request $ / L/ / 600 Source of Other Funding and Amount (if applicable) For any questions or assistance, please contact us at 305-679-6852 or omniara@miamigov.com. g j:. Omni de •a. CIA If applicable, name and address of the individual or entity designated by the Grantee or Owner, authorized to guide the proposed improvement and make pertinent decisions (i.e. trusted and legal tenant occui ier, l ro, ertv a:_ent, famiIv member, etc.). Designee Name: Designee Address: Designee Phone Number: lil /71-r. -n. /74rr, 1 /d a2, NW rt /9vt 711, :7)- ySv3 Required Attachments - Proof of property ownership or tenancy - Photos of the property (Area for proposed enhancements before improvements) Certification 1 certify that the information provided in this application is true and correct to the best of my knowledge. I understand that submission of this application does not guarantee funding and that any grant received must be used solely for the purposes stated in this application.) agree to comply with all program requirements and guidelines. Applicant Signature Date SAP? For Office Use Only Application Received Reviewed By Approved/Amount Approved Denied/Reason for Denial 417 (o p c� Notes: Please submit this completed application and all required attachments to: om nicraomiamigov.com Prop off: 1401 North Miami Ave. Miami. F133136 For any questions or assistance, please contact us at 305-679-6868 or omnicra@miamigov.com. BOFAM CONSTRUCTION COMPANY, INC General Contractors, Estimators & Roofing Contractors_ _ CGC 062660 & CCC 1329221 (Certified DBE, CSBE, SECTION 3) 1'EL: (754) 245-0102 FAX: (305) 675-9269 AUSTIN@BOFAMINC.COM Date: August 19, 2025 Proposal: # B25-011 To: Ultrina Harris Coordinator, 1622 NW 15" Avenue Miami, FL 33136 786-877-4503 (Tel) E-mail: trines etouchingmiamiwithlove.oro Attention: Ms. Ultrina We appreciate the opportunity to submit a proposal on your firm's project. If you have any questions, please do not hesitate to contact me at (754) 245 — 0102 Respectfully, Austin Akinrin Project: St John Village Condo — Wooden Fence Repairs Location: 1 622 NW 1" Avenue, Miami, FL 33136 Quotation: 1600 N.W 3RD AVENUE, BLDG. D4 MIAMI, FL 33136 Scope of work: Furnish all permits, labor, materials, equipment and services to remove and replace approximately 300 feet of 6-foot-high horizontal wooden fence and repair existing metal picket fence. Install 14 feet wooden gate entrances. works as per Florida building codes and regulations Base Price Horizontal Wood Fence Repairs (Approx. 300' & 14' Gate) $41,600 Specific Exclusions: 1. Permit Fees (If required) 2. Architectural/Structural Plans (If required) Payment Sched ule: Owner agrees to pay Contractor (BCC, Inc.) an initial mobilization payment of 35% for materials and equipment required for the work. 30% in -progress all rough inspections, 25% progress payment at MEP final inspections and 10% retainage payment upon approved final building inspection from the City/County inspector. This proposal may be withdrawn and/or revised in 30 days if not accepted the undersigned owner accepts the above job at the price quoted and agrees to pay for said work as per agreed payment schedule specified herein. Sincerely, Austin Akinrin, President ACCEPTANCE OF PROPOSAL: The above prices, specifications and conditions are satisfactory and accepted. You are authorized to do the work as Specified and payments will be made as described above. Date of Acceptance; / 2025 Signature: Page 1 of 1 Golden Fence Company, Inc PO BOX 771833 Miami FL 33177 Name / Address TRINA VILLAS JOB SITE:1622 NW 1ST AVE REQ:TRINA Estimate Date Estimate # 8/15/2025 2330 Project Description Qty Rate Total REMOVE AND HAUL AWAY OLD WOOD FENCE AND FURNISH AND INSTALL APPROXIMATE 750 FT OF 6 FT HT BOARD ON BOARD PRIVACY FENCE WITH SINGLE GATES AT EACH UNIT THIS WILL ALSO INCLUDE THE FENCE AROUND THE DUMPSTER AND THE SECTION IN THE FRONT LEFT SIDE PERIMETER THIS PRICE DOES NOT INCLUDE PERMIT NOR PLANS AND A 50% DEPOSITED WILL BE NEEDED ONCE FENCE IS REMOVED AND POSTED ANOTHER 30% AND 20% UPON COMPLETION TRINA VILLAS ' JOB SITE:1622 NW I ST AVE REQ:TRINA 48,800.00 48,800.00 Hope to be doing business with you! Total $48,800.00 TAMER ORDER NO. F t JAictod FeACe Depo,Oe 11 b e a-fh 2025 FLORIDA NOT FOR PROFIT CORPORATION ANKH REPORT FILED DOCUMENT# N06000007531 May 01, 2025 Entity Name: ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC, Secretary of State 7606802959CC Current Principal Place of Business: 1622 NW 1ST AVENUE IYJ� M1AML F1 33136 Current Mailing Address: 1622 NW 1ST AVENUE #A MIAMI, FL 33136 FEI Number: 56.2627595 Name and Address of Current Registered Agent: ST JOHN VILLAGE CONDO 1622 NW 1ST AVENUE #A MIAMI, FL 33136 US Certificate of Status Desired: No The above nwi,.d misty salami* this statement for the pupces of c arpbp its nPisieted office or regestered spent, or bath, h the State of Florida, SIGNATURE: ULTRINA A HARRIS 05/01/2025 Electronic SiQnature of Registered Agent Date OfficerDirector Detail : Title TREASURER Title PRESIDENT Name HARRIS, ULTRINA Name KENEEL, GEORGES Address 1622 NW 1ST AVENUE Address 1622 NW 1ST AVENUE *2 *12 City -State -Zip: MIAMI FL 33136 City -State -Zip: MIAMI FL 33136 Title OFFICER Title OFFICER Name MILLER, GARFIELD Name FRAY, FRANCESCA Address 1622 NW 1ST AVENUE Address 1622 NW 1ST AVENUE #i #13 City -State -Tip: MIAMI FL 33136 Ctty-State-hp: MIAMI Ft. 33136 Title SECRETARY Title OFFICER Name TASCON, CATHY Name WILLIAMS, HOWARD Address 1622 NW 1ST AVENUE Address 1622 NW 1ST AVE #A k7 City -State -Zap: MIAMI FL 33138 City -State -Zip: MIAMI FL 33136 Title OFFICER Name JOHNSON, DELECIA Address 1622 NW 1ST AVE #6 City -State -Zip: MIAMI FL 33136 1 hanky t»nfy mitt/as MYormicoa ad^cMad on tha apart a supplemental neon to true and awtrele Yid that my aMt%nonc aVoahn OW lave He same Mgr erect au d made ureter non, tint / ern M officer or drragor of the corporation a the Mawr a MOO ampowar4d b exacule lhd typal as ieqund by Chi 617, Fbnda Stem eI, and Hat my baton appatn above, or on an /atechro4M with al other lie ampowa sd. SIGNATURE: ULTRINA HARRIS CEO 0510112025 Electronic Signature of Signing OffioerlDirector Detail Date EXHIBIT D INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE BEAUTIFICATION/FAcADE PROGRAM GRANTEE I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2.000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured OMNI CRA listed as an additional insured Letter will be accepted if the company does not own any vehicles and use of personal vehicles is not contemplated under this agreement. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Letter will be accepted if the company has less than (4) employees The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. ACORO° CERTIFICATE OF LIABILITY INSURANCE 41/1.----- DATE (MM/DD/YYYY) 06/23/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Gil & Associates Insurance 9485 SW 72 St Suite A-120 Miami FL 33173 CONTACT David GilSr. NAME: , (AJC,NN , Ext): (305) 279 7665 FAX No): (305) 279-9705 E-MAIL ADDRESS: dgil©gilinsurance.com it Ilinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: WESTCHESTER SURPLUS LINES INSURANCE CI INSURED St John Village Condo Association, Inc. 1622 NW 1st Ave UNIT A Miami FL 33136 INSURER B: PHILADELPHIA INDEMNITY INSURANCE COMPP INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS R INSR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY FSF17312303003 11/02/2025 11/02/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RETE PREMISESO(Ea occur ence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PRO-LOC PER. GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ INCLUDED $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below �, / N N I A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B CRIME LIABILITY PCAC017264-0422 11/02/2025 11/02/2026 EMPLOYEE THEFT ERISA FIDELITY $ 100,000 $ 100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED WITH RESPECTS TO COMMERCIAL GENERAL LIABILITY CERTIFICATE HOLDER CANCELLATION OMNI CRA 1401 N. MIAMI AVENUE SECOND FLOOR MIAMI FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO° CERTIFICATE OF LIABILITY INSURANCE 41/1.----- DATE (MM/DD/YYYY) 06/23/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Gil & Associates Insurance 9485 SW 72 St Suite A-120 Miami FL 33173 CONTACT David GilSr. NAME: , (AJC,NN , Ext): (305) 279 7665 FAX No): (305) 279-9705 E-MAIL ADDRESS: dgil©gilinsurance.com it Ilinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: WESTCHESTER SURPLUS LINES INSURANCE CI INSURED St John Village Condo Association, Inc. 1622 NW 1st Ave UNIT A Miami FL 33136 INSURER B: PHILADELPHIA INDEMNITY INSURANCE COMPP INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS R INSR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY FSF17312303003 11/02/2025 11/02/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RETE PREMISESO(Ea occur ence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PRO-LOC PER. GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ INCLUDED $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below �, / N N I A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B CRIME LIABILITY PCAC017264-0422 11/02/2025 11/02/2026 EMPLOYEE THEFT ERISA FIDELITY $ 100,000 $ 100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual with the Insured's operations. The certificate holder is named as an additional insured under the General Liability coverage on a primary and non- contributory basis. CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI 444 SW 2ND AVENUE SUITE 945 MIAMI FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION 1622 NW ist Ave Miami, FL, 33136 Box A October 22, 2025 Dear OMNI CRA, This letter is in reference to the insurance required for the production of the We do not believe that the automobile insurance and workers' compensation requirements should apply to this project. There will be no company -owned vehicles used throughout the duration of this project, nor will there be additional employees who require workers' compensation. If you have questions or concerns, please do not hesitate to contact me. Warm Regards, Ultrina Harris Condo Board Treasurer, St. John's Village Condominiums V 1622 NW 1st Ave Miami, FLL33l36 Box A 786-877-4503 stjcondo@gmail.com EXHIBIT E CONTRACTOR'S QUOTE Bofam Construction Co, Inc. 1600 NW 3rd Avenue Miami, Florida 33136 Phone 754-245-0102 Fax 305-675-9269 TO: ANDRE SIMPSON OMNI-CRA Project Manager, 1401 N. Miami Ave, Miami, FL 33136 305-679-6866 (Tel) 305-000-0000 (FAX) E-mail: ASimpson@miamigov.com JOB ADDRESS: 1266 NW 1st Avenue Miami FI 33136 786-877-4503 (TEL) 305-000-0000 (Fax) PROJECT NO: B25-011 PROJECT NAME: St. John Village Condo — Wooden Fence Replacement FINAL INVOICE INVOICE #: B25-011 DATE: JANUARY 22ND, 2026 PROJECT MANAGER P.O. NUMBER REQUISITIONER SHIPPED VIA F.O.B. POINT TERMS Austin Akinrin Final Invoice Bofam Construction Co, Inc. N/a Jobsite Net ITEMS DESCRIPTION UNIT PRICE TOTAL Scope of work: The Work includes, but is not limited to, furnish all permits, labor, materials, equipment and services to remove and replace approximately 300 feet of 6-foot-high horizontal wooden fence and repair existing metal picket fence. Install 14 feet wooden gate entrances. works as per Florida building codes and regulations: $41,600.00 Horizontal Metal Frame with Wooden Fence slats and Gates SUBTOTAL $41,600.00 TOTAL DUE $41,600.00 Make all checks payable to Bofam Construction Co, Inc. If you have any questions concerning this invoice, contact Austin Akinrin, 754-245-0102, Austin@bofaminc.com Thank you for your business! AFFIDAVIT AND FINAL RELEASE KNOW ALL MEN BY THESE PRESENTS that Bofam Construction Company, Inc. (hereinafter "Contractor") has performed work or furnish labor, materials or equipment on the 1622 NW 1st Avenue. St. John Village Condo — Wooden Fence Replacement Contract of City of Miami, (OMNI - CRA) and hereby certifies, affirms and acknowledges that (1) the Contractor has been paid the full amount due and payable to the Contractor for all work or labor performed and all material or equipment supplied through the 22"d day of January, 2026, and (2) in consideration of the receipt of payment made to the Contractor, which is hereby acknowledged, the Contractor, for itself, successors, and assigns specifically, releases, remises, and forever discharges City of Miami, its officers, agents and employees, of and from all liabilities, obligations, any and all claims and demands, including bond rights, which the undersigned now has by contract or at law or in equity, under or arising out of said Contract against City of Miami, (OMNI - CRA) in the amount of the undersigned's full proportionate right to all payments made by City of Miami, (OMNI - CRA) to the Contractor pursuant to the Contract set forth above.. IN WITNESS THEREOF, THE UNDERSIGNED has caused this Affidavit and Final Release to be executed and sealed this 22nd day of January , 2026. Signed, Sealed and Delivered in the presence of: State of Florida County of Miami -Dade (CORPORATE SEAL) Bofam Construction Com • an Inc. Name of undersig By: Signature of • fficer, Partner, or Owner Title 2026 , before me, a Notary Public, in aforesaid County, personally appeared Austin Akinrin , the _ President of Bofam Construction Company, Inc. who acknowledged that he/she executed the above Affidavit and Final 10 eat on behalf of the Corporation or Entity as its free act and deed. •0116• On this 22nd day of January Notary Public: - My Commission Expires: 8/22/2026 Adekunle Ariyibi I Commission # NH 303724 Commission Expires 08-22-2026 Bonded Through - Cynanotary Florida - Notary Public EXHIBIT F GRANTEE'S COOPERATE RESOLUTION OR OTHER PROOF OF SIGNING AUTHORITY AND COOPERATE STATUS/SUNBIZ (IF APPLICABLE) CORPORATE RESOLUTION WHEREAS, St John Village Condo Association ("Company") desires to enter into an Agreement with the Omni Redevelopment District Community Redevelopment Agency, a copy of which is attached hereto; and WHEREAS, the Board of Directors or Managing Members, as applicable, at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the Company intends to enter into the Agreement with the Omni Redevelopment District Community Redevelopment Agency and be bound by its terms and that Ultrina Harris ("Authorized Individual") is hereby authorized and instructed to enter into the Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this Company with the Omni Redevelopment District Community Redevelopment Agency upon the terms contained in the proposed Agreement to which this resolution is attached. IN WITNESS WHEREOF, this 6th day of June , 2022.6 Signature: Print Name: Ultrina Harris Title: Treasurar ATTEST: Cathy Tascon Corporate Secretary Print Name: Cathy Tascon (Affix Corporate Seal, if applicable) 1/13/26, 1:08 PM Detail by Entity Name DIVISION OF CORPORATIONS Jt'/Lirj r Oj an official Slate of Florida website Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation ST. JOHN VILLAGE CONDOMINIUM ASSOCIATION, INC. Filing Information Document Number N06000007531 FEI/EIN Number 56-2627595 Date Filed 07/17/2006 State FL Status ACTIVE Principal Address 1622 NW 1ST AVENUE #A MIAMI, FL 33136 Changed: 04/29/2010 Mailing Address 1622 NW 1ST AVENUE #A MIAMI, FL 33136 Changed: 04/29/2010 Registered Agent Name & Address St John Village Condo 1622 NW 1ST AVENUE #A MIAMI, FL 33136 Name Changed: 04/10/2021 Address Changed: 04/30/2018 Officer/Director Detail Name & Address Title Treasurer HARRIS, ULTRINA 1622 NW 1ST AVENUE #2 https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inqu irytype=EntityName&d irectionType=1 nitial&searchN ame0rder=STJO HNV.. 1 /3 1/13/26, 1:08 PM MIAMI, FL 33136 Detail by Entity Name Title President KENEEL, GEORGES 1622 NW 1ST AVENUE #12 MIAMI, FL 33136 Title Officer Miller, Garfield 1622 NW 1ST AVENUE #1 MIAMI, FL 33136 Title Officer Fray, Francesca 1622 NW 1ST AVENUE #13 MIAMI, FL 33136 Title Secretary Tascon, Cathy 1622 NW 1ST AVENUE #A MIAMI, FL 33136 Title Officer Williams, Howard 1622 NW 1st Ave #7 Miami, FL 33136 Title Officer Johnson, Delecia 1622 NW 1st Ave #6 Miami, FL 33136 Annual Reports Report Year Filed Date 2023 04/22/2023 2024 04/23/2024 2025 05/01/2025 Document Images https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inqu irytype=EntityName&d irectionType=1 nitial&searchN ameOrder=STJO HNV.. 2/3 1/13/26, 1:08 PM 05/01/2025 --ANNUAL REPORT View image in PDF format 04/23/2024 --ANNUAL REPORT View image in PDF format 04/22/2023 --ANNUAL REPORT View image in PDF format 05/06/2022 --ANNUAL REPORT View image in PDF format 04/10/2021 --ANNUAL REPORT View image in PDF format 05/28/2020 --ANNUAL REPORT View image in PDF format 02/02/2019 --ANNUAL REPORT View image in PDF format 04/30/2018 --ANNUAL REPORT View image in PDF format 03/12/2017 --ANNUAL REPORT View image in PDF format 04/14/2016 --ANNUAL REPORT View image in PDF format 03/02/2015 --ANNUAL REPORT View image in PDF format 03/05/2014 --ANNUAL REPORT View image in PDF format 05/03/2013 --ANNUAL REPORT View image in PDF format 04/30/2012 --ANNUAL REPORT View image in PDF format 04/28/2011 --ANNUAL REPORT View image in PDF format 04/29/2010 --ANNUAL REPORT View image in PDF format 02/13/2009 --ANNUAL REPORT View image in PDF format 01/21/2009 --ANNUAL REPORT View image in PDF format 01/17/2008 --ANNUAL REPORT View image in PDF format 03/12/2007 --ANNUAL REPORT View image in PDF format 07/17/2006 -- Domestic Non -Profit View image in PDF format Detail by Entity Name Flue ida Departs IC It of State, Dlvlslou of Cur poratft, lb https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inqu irytype=EntityName&d irectionType=1 nitial&searchN ameOrder=STJO HNV... 3/3 EXHIBIT G ANTI -HUMAN TRAFFICKING AFFIDAVIT ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2025). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2025), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2025), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: St John Village Condo Association Name: Ultrina Harris _ ^ , . Officer Title: Treasurar Signature of Officer: Office Address: 1622 NW 1st Ave #A Miami, FL 33136 Email Address: stjcondo@gmail.com FEIN No. 66--2821_593 STATE OF FLORIDA COUNTY OF MIAMI-DADE Main Phone Number: 7868774503 T foregon instrument was swor[ to and Ybscribed before me by means of FJphysical presence or 0 online notarization, this ay of )l i 0 C (')C Ikby U 1"f (Ina `Gr(1 S, as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has produced r I I q as identification. Y.YI (At (NOTARY PU$LIC SFAI BRITTNEY JACKSON MY COMMISSION # HH 472963 EXPIRES: January 28, 2028 My Commission Expires: 0g1b4 nahire o�Per n Oath (Printed, Typed, of Stamped Name of Notary Public) Olivera, Rosemary From: De Los Santos, Jesly Sent: Wednesday, July 1, 2026 9:18 AM To: Hannon, Todd; Garcia, Aida Cc: Olivera, Rosemary; Ewan, Nicole; Gibbs-Sorey, Domini; Suarez, Carlos I; Simpson, Andre; Berrios, Ivonne Subject: Fw: Completed: Complete with Docusign: Beautification - St John Village Agreement Good morning, Please find enclosed a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Fully Executed - St. John Village Condo - Business Beautification Agreement.pdf Best regards, Omni CRA Jesly De Los Santos Executive Assistant Omni Community Redevelopment Agency 1401 N. Miami Avenue, 2nd Floor (305) 679-6856 jdelossantos@miamigov.com From: Docusign via Docusign <dse_NA3@docusign.net> Sent: Monday, June 29, 2026 12:30 PM To: De Los Santos, Jesly <JDeLosSantos@miamigov.com> Subject: Completed: Complete with Docusign: Beautification - St John Village Agreement CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. i All signers completed Complete with Docusign: Beautification - St John Village Agreement Powered by.docusign Do Not Share This Email This email contains a secure link to Docusign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit Docusign.com, click 'Access Documents', and enter the security code: D79481FF6C4386E9815B4C31FFBF59A33 Copyright © 2026 Docusign, Inc. 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