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1696 Taylor MorrisonWATER AND WASTEWATER UTILITIES 10� BILL OF SALE / � MI6 :r , a Florida corporation, located at/,64,644// W /) &1 �%Ff County of State of ;2,Z 4e, , hereafter known as the SELLER, or and in consideration of the sum of One ($1.00) Dollar and other valuable consideration paid to SELLER by City of Sanford, a political subdivision of the State of Florida, hereafter known as the BUYER, receipt of which is hereby acknowledged does grant, sell, transfer, convey, and deliver to BUYER all pipes, lines, gate valves, valve boxes, fittings, thrust blocks, hydrants, pump stations, and other goods and equipment which comprise the water, wastewater, and reclaimed water systems installed by SELLER and located on the following public easements, rights -of -way, or tracts as shown on the record drawings, more specifically described as follows: PROJECT: 7�% (See Attached Legal Description) BUYER shall have all rights and title to the goods in itself and its assigns. SELLER warrants that it is lawful owner of the goods and the goods are free from all liens and encumbrances. SELLER has good right to sell the goods and will warrant and defend the right against the lawful claims and demands of all persons. IN WITNESS WHEREOF, SELLER has executed this BILL OF SALE at on this day ADDRESS: J (SEAL) S L City of Sanford B -3 Utility Department L.1D /'� C" { t„ �Wt a DESCRIPTION A parcel of land being part of Lots 90 and 93, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest corner of Section 27, Township 19 South, Range 30 East, Seminole County; thence S.00 °09'03 "E., along the West line of said Section 27, a distance of 15.00 feet; thence N.89 °57'49 "E., a distance of 15.00 feet to the Northwest corner of Lot 90, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida.; thence continue N89 °57'49 "E along the North line of said Lot 90, a distance of 25.00 feet to the POINT OF BEGINNING; thence continue N.89 °57'49 "E., along the North line of said Lot 90, a distance of 620.04 feet to the East line of said Lot 90; thence S.00 °08'28 "E., along the East line of said Lots 90 and 93, a distance of 1,073.98 feet; thence S.89 °57'49 "W., a distance of 619.86 feet; thence N.00 °09'03 "W., parallel to and 25.00 feet Easterly of the West line of said Lots 90 and 93, a distance of 1,073.98 feet to the POINT OF BEGINNING. Containing 665,814 square feet or 15.285 acres, more or less. W1►1U1i A parcel of land being Lot 74 and parts of Lots L, 75 and 80, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest corner of Section 27, Township 19 South, Range 30 East, Seminole County; thence S.89 °58'38 "W., along the North line of Section 28, Township 19 South, Range 30 East, a distance of 1,306.01 feet; thence N.00'1 2'21'W., a distance of 15.00 feet to the Southwest corner of Lot L, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida.; thence continue N.00 °12'21 "W., along the West line of said Lot L, a distance of 15.00 feet to the POINT OF BEGINNING; thence continue N.00 °12'21 "W., along the West line of said Lots L and 74, a distance of 1,274.52 feet to the Northwest corner of said Lot 74; thence N.89 °58'00 "E., along the North line of said Lots 74 and 75, a distance of 1,265.04 feet; thence S.00 °1 4'55 "E., parallel to and 25.00 feet Westerly of the East line of said Lot 75, a distance of 495.18 feet; thence S.89 °45'05 "W., a distance of 222.50 feet; thence S.00 °14'55 "E., a distance of 778.70 feet; thence S.89 °58'38 "W., parallel to and 15.00 feet Northerly of the South line of said Lots 80 and L, a distance of 1,043.48 feet to the POINT OF BEGINNING. Containing 1,439,708 square feet or 33.051 acres, more or less. "AND ALSO" A parcel of land being part of Lots 89 and 94, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest comer of Section 27, Township 19 South, Range 30 East, Seminole County; thence S.00 °09'03 "E., along the West line of said Section 27, a distance of 30.00 feet; thence S.89 °58'38 "W., a distance of 40.00 feet to the POINT OF BEGINNING; thence S.00 °09'03 "E., parallel to and 25.00 feet Westerly of the East line of said Lots 89 and 94, a distance of 803.85 feet; thence N.89 °57'58 "W., a distance of 620.43 feet to the West line of said Lot 94; thence N.00 °09'24 "W., along the West line of said Lots 94 and 89, a distance of 803.24 feet; thence N.89 °58'38 "E., parallel to and 15.00 feet Southerly of the North line of said Lot 89, a distance of 620.50 feet to the POINT OF BEGINNING. Containing 498,575 square feet or 11.446 acres, more or less. �- OHM •. A parcel of land being part of Lots 90 and 93, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest corner of Section 27, Township 19 South, Range 30 East, Seminole County; thence S.00 °09'03 "E., along the West line of said Section 27, a distance of 15.00 feet; thence N.89 °57'49 "E., a distance of 15.00 feet to the Northwest comer of Lot 90, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida.; thence continue N89 °5749 "E along the North line of said Lot 90, a distance of 25.00 feet to the POINT OF BEGINNING; thence continue N.89 °57'49 "E., along the North line of said Lot 90, a distance of 620.04 feet to the East line of said Lot 90; thence S.00 °08'28 "E., along the East line of said Lots 90 and 93, a distance of 1,073.98 feet; thence S.89 °5749"W., a distance of 619.86 feet; thence N.00 °09'03"W., parallel to and 25.00 feet Easterly of the West line of said Lots 90 and 93, a distance of 1,073.98 feet to the POINT OF BEGINNING. Containing 665,814 square feet or 15.285 acres, more or less. W- Izl7ii A parcel of land being Lot 74 and parts of Lots L, 75 and 80, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest corner of Section 27, Township 19 South, Range 30 East, Seminole County; thence S.89 °58'38 "W., along the North line of Section 28, Township 19 South, Range 30 East, a distance of 1,306.01 feet; thence N.00 °12'21"W., a distance of 15.00 feet to the Southwest comer of Lot L, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida.; thence continue N.00 °12'21"W., along the West line of said Lot L, a distance of 15.00 feet to the POINT OF BEGINNING; thence continue N.00 °12'21"W., along the West line of said Lots L and 74, a distance of 1,274.52 feet to the Northwest comer of said Lot 74; thence N.89 °58'00 "E., along the North line of said Lots 74 and 75, a distance of 1,265.04 feet; thence S.00'1 4'55"E., parallel to and 25.00 feet Westerly of the East line of said Lot 75, a distance of 495.18 feet; thence S.89 °45'05 "W., a distance of 222.50 feet; thence S.00 °14'55 "E., a distance of 778.70 feet; thence S.89 °58'38"W., parallel to and 15.00 feet Northerly of the South line of said Lots 80 and L, a distance of 1,043.48 feet to the POINT OF BEGINNING. Containing 1,439,708 square feet or 33.051 acres, more or less. iiv, Nax11��i11 A parcel of land being part of Lots 89 and 94, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest comer of Section 27, Township 19 South, Range 30 East, Seminole County; thence S.00 °09'03 "E., along the West line of said Section 27, a distance of 30.00 feet; thence S.89 °58'38"W., a distance of 40.00 feet to the POINT OF BEGINNING; thence S.00 °09'03 "E., parallel to and 25.00 feet Westerly of the East line of said Lots 89 and 94, a distance of 803.85 feet; thence N.89 °57'58"W., a distance of 620.43 feet to the West line of said Lot 94; thence N.00 °0924 "W., along the West line of said Lots 94 and 89, a distance of 803.24 feet; thence N.89 °58'38 "E., parallel to and 15.00 feet Southerly of the North line of said Lot 89, a distance of 620.50 feet to the POINT OF BEGINNING. Containing 498,575 square feet or 11.446 acres, more or less. Sanity Sewer Svsst em Item Quantity Unit Description Unit Total Sanitary $238,402.12 Water $177,635.88 Price $166,948.96 1 328 LF 8" SDR 35 0-6' $14.74 $4,83432 2 832 LF 8" SDR 35 6 -8' $18.07 $15,034.24 3 1182 LF 8" SDR 35 8 -10' $23.14 $27,351.48 4 1430 LF 8" SDR 35 10 -12' $27.40 $39,182.00 5 352 LF 8" SDR 35 12 -14' $33.05 $11,633.60 6 3 EA Manholes 0-6' $2,188.77 $6,566.31 7 5 EA Manholes 6$' $2,476.65 $12,383.25 8 6 EA Manholes 8-10' $2,773.98 $16,643.88 9 7 EA Manholes 10-12' $3,191.09 $22,337.63 10 2 EA Manholes 12 -14' $3,430.41 $6,860.82 11 9 EA Single Services $413.80 $3,724.20 12 36 EA Double Services $485.79 $17,488.44 13 1 LS Tv Testing $11,679.05 $11,679.05 14 1 LS Dewatering $32,232.50 $32,232.50 15 1 LS Layout $5,500.00 $5,500.00 16 1 LS MOT $4,950.001 $4,950.00 ozai Sanitary Sewer System Water system $238,402.12 Item Quantity Unit Description Unit Total Sanitary $238,402.12 Water $177,635.88 Price $166,948.96 1 2 EA 10'x8" Wet Tap $4,250.00 $8,500.00 2 4235 LF 8" C -900 DR -18 WM $17,45 $73,900.75 3 20 EA 8" GV $1,402.79 $28,055.80 4 4 EA FH Assemblies $3,381.29 $13,525.16 5 1 EA Connect to Existing $750.00 $750.00 6 6 EA 2" BO Assemblies $741.14 $4,446.84 7 21 EA Single Service $439.60 $9,231.60 8 31 EA Double Service $481.37 $14,922.47 9 1 LS Chlorination and Testing $4,200.00 $4,200.00 10 1 LS Misc. Fittings $15,753.26 $15,753.26 11 1 LS Layout $4,350.001 $4,350.00 oim water system Reuse System $177,635.88 Item Quantity Unit Description Unit Total Sanitary $238,402.12 Water $177,635.88 Price $166,948.96 1 3 EA 8 "x6" Wet Tap $3,250.00 $9,750.00 2 4335 LF 6" C -900 DR -16 RWM $15.77 $68,362.95 3 40 LF 16" Jack and Bore $456.25 $18,250.00 4 10 EA 6" GV $1,133.15 $11,331.50 5 6 EA 2" BO Assemblies $741.14 $4,446.84 6 1 EA 4" High Perrormance Turbine Meter $11,432.47 $11,432.47 7 2 EA 2" Reclaim Water Services $1,091.57 $2,183.14 8 9 EA Single Services $423.37 $3,810.33 9 36 EA Double Services $480.09 $17,283.24 10 1 LS Misc. Fittings $13,598.49 $13,598.49 1V 1 LS Pressure Testing $2,750.00 $2,750.00 12 1 LS Layout 1 $3,750.001 $3,750.00 Total Reclaim System $166,948.96 Site Work $834,470.26 Storm $409,591.24 Paving $605,656.92 Sanitary $238,402.12 Water $177,635.88 Reuse $166,948.96 TOTAL $2,432,705.38 e� City of Sanford Planning and Development Services TO: Cynthia Porter, City Clerk FROM: Eileen Hinson, Development Services Manager DATE: January 13, 2015 SUBJECT: Final Plat for Thornbrooke Phase 1 Attached are the original mylars (5 sheets) of the final plat forThornbrooke Phase 1. Please record the plat along with the attached HOA documents. Please obtain a recorded copy of the plat and a paper copy for the Planning Department files. For the recording fees, please contact: Alex Madison Land Project Manager —Taylor Morrison 151 Southhall Lane, Suite 200 Maitland, FL 32751 -7172 Phone: 321.397.7251 Email: AMadison @taylormorrison.com Thank you. C-P— iz_'� „ M C6se�' ) Planning & Development Services Phone: (407) 688 -5140 Fax: (407) 688 -5141 T': \DEVELOPMENT REVIEW \02 LAND DE.VE.L0PMEPq'f \2014 \TI- I0PNBR00KE \FINAL PLA1\2015.CITY.0 „LER K.THORNBROOKE PLAT.MEMO.DOC ITO �3 �4 4� 1u�an MARYANNE MORSE, SEMINOLE COUNTY CLERK OF CIRCUIT COURT & COMPTROLLER BK 06401 Pq 0112; Qpq) CLERK' S # 2015036564 RECORDED 01122/2-015 04:16:59 PN RECORDING FEES 90.0 RECORDED BY H DeVare RECORDING OF PLATS SUBDIVISION NAME: THORNBROOKE PHASE ONE SECTION, TOWNSHIP& RANGE: SEC 21, 27 -28; TWP 19S; RGE 29E AND/OR LEGAL DESCRIPTION: REPLAT LOT 74, PORTION 75, L, 80, 89, 90, 93, 94 FL LAND & COLONIZATION CO. LIMITED W. BEARDALL'S MAP OF ST. JOSEPHS PLAT BOOK 79 PAGE 3 -7 DEVELOPED BY: TAYLOR MORRISON OF FL, INC AMOUNT FOR RECORDING PLAT: $90-00 RD0402.021 MAR` ANNE NORSE. SEMINOLE COUNTY CLERK OF CIRCUIT COURT & COMPTROLLER 8K G8401 Pgs OW -:'177; (65pus) CLERK' 8 # 201500,6965 RECORDED "Z1 /22/2015 04.16z5 pal Prepared by /Return to: RECORDING FEES b54.06 Ellen Avery- Smith, Esquire RECORDED BY N DeVore Rogers Towers, P.A. 201 South Orange Avenue, Suite 201 Orlando, Florida 32801 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THORNBROOKE ? �o tl .0""', � fi CgUlY CLEM j 2, TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS .................................................................. ............................... 1 ARTICLE II. PROPERTY SUBJECT TO THIS DECLARATION AND ADDITIONS THERETO .................................................. ............................... 3 Section1. Legal Description ............................................................. ............................... 3 Section 2. Platting and Subdivision Restrictions .............................. ............................... 3 Section 3. Additions or Withdrawal of Property ............................... ............................... 3 ARTICLE III. PROPERTY RIGHTS, EASEMENTS ............................. ............................... 4 Section 1. Owners' Easements of Enjoyment ..................................... ............................... 4 Section 2. Common Areas .................................................................. ............................... 5 Section 3. Maintenance .................................................................. ............................... 5 ARTICLE IV. THORNBROOKE HOMEOWNERS ASSOCIATION ... ............................... 5 Section1. Membership ....................................................................... ............................... 5 Section2. Voting ................................................................................ ............................... 5 Section 3. Insurance on Lots; Casualty Losses ................................... ............................... 6 ARTICLE V. COVENANTS FOR MAINTENANCE ASSESSMENTS ............................. 6 Section 1. Creation of The Lien and Personal Obligation For The Assessments .............. 6 Section 2. Purpose of Assessments ..................................................... ............................... 7 Section 3. Determining Amount of Assessments ............................... ............................... 7 Section 4. Budgeting for Reserves ...................................................... ............................... 7 Section 5. Uniform Rate of Assessments ............................................ ............................... 7 Section 6. Date of Commencement of Annual Assessments: Due Dates .......................... 8 Section 7. Duties of The Board of Directors ....................................... ............................... 8 Section 8. Working Fund Contribution ............................................... ............................... 8 Section 9. Special Assessments .......................................................... ............................... 9 Section 10. Effect of Non - Payment of Assessment: The Lien; Remedies of Association....................................................................... ............................... 9 Section 11. Assessments Payable by Declarant; Declarant Subsidies ............................... 9 Section 12. Declarant's Option to Fund Budget Deficits ................. ............................... 10 Section 13. Subordination of the Lien to Mortgages ........................ ............................... 10 Section 14. Exempt Property ............................................................ ............................... 11 Section 15. Allocation and Apportionment ...................................... ............................... I 1 -i- TABLE OF CONTENTS (continued) Page Section 16. Townhome Unit Maintenance Assessments Following Declarant Turnover......................................................................... ............................... 11 ARTICLE VI. EXTERIOR MAINTENANCE OF DETACHED RESIDENTIAL UNITS............................................................................. ............................... 11 Section 1. Exterior Maintenance ....................................................... ............................... 11 Section 2. Assessment of Cost .......................................................... ............................... 12 Section 3. Access at Reasonable Hours ............................................ ............................... 12 ARTICLE VII. EASEMENTS AND MAINTENANCE OF TOWNHOMES ....................... 12 Section 1. Access Easements ............................................................ ............................... 12 Section 2. Public Easements ............................................................. ............................... 12 Section 3. Easements for Encroachments on Townhome Lots or Common Areas ......... 12 Section 4. Easement for Sprinkler System ........................................ ............................... 13 Section 5. Utility Easement ............................................................... ............................... 13 Section 6. Utility Meter Easement .................................................... ............................... 13 Section 7. Easements of Support ...................................................... ............................... 13 Section 8. Townhome Lot Maintenance ........................................... ............................... 13 Section 9. Disrepair of Townhome Dwelling Units and Townhome Lots ...................... 15 Section 10. Access at Reasonable Hours .......................................... ............................... 15 Section 11. Exterior Maintenance Assessment ................................. ............................... 15 Section 12. Public Liability Insurance .............................................. ............................... 15 ARTICLE VIII. TOWNHOME DEVELOPMENT .................................. ............................... 16 Section 1. Townhome Common Structural Elements ..................... ............................... 16 Section2. General ............................................................................. ............................... 16 Section 3. Sharing Maintenance or Repair ....................................... ............................... 16 Section 4. Destruction by Fire or Other Casualty ............................. ............................... 17 Section 5. Damage to Buildings ........................................................ ............................... 17 Section 6. Easement for Repairs ....................................................... ............................... 17 Section 7. Right to Contribution Runs with Land ............................. ............................... 18 Section 8. Weather Proofing ............................................................. ............................... 18 Section9. Alterations ........................................................................ ............................... 18 Section 10. Structural Cross Easements ............................................ ............................... 18 -ii- TABLE OF CONTENTS (continued) Page ARTICLE IX. THORNBROOKE ARCHITECTURAL CONTROL .... ............................... 18 Section 1. Review and Approval ...................................................... ............................... 18 Section 2. Architectural Review Board ............................................ ............................... 18 Section 3. Powers and Duties of the ARB ........................................ ............................... 19 Section 4. Limited Liability .............................................................. ............................... 20 ARTICLE X. USE RESTRICTIONS .................................................... ............................... 20 Section 1. Enforcement ..................................................................... ............................... 20 Section 2. Single - Family Use ........................................................... ............................... 21 Section 3. Residential Units Owned by Entities or Unrelated Persons ............................ 21 Section 4. Lake Maintenance and Use .............................................. ............................... 21 Section 5. Stormwater Management System .................................... ............................... 22 Section6. City of Sanford ................................................................. ............................... 22 Section 7. Restrictions, Covenants Running with the Land .............. ............................... 23 Section 8. Remedies for Violation .................................................... ............................... 23 Section 9. Improvements .................................................................. ............................... 24 Section 10. Declarant Exemption ..................................................... ............................... 24 ARTICLE XI. PLANNED UNIT DEVELOPMENT ................................... ............................... 24 Section 1. Common Planned Development ...................................... ............................... 24 Section 2. No Re- subdividing or Rezoning ...................................... ............................... 25 Section 3. Declarant's Rights ............................................................ ............................... 25 ARTICLE XII. RIGHTS AND EASEMENTS RESERVED BY DECLARANT ...................... 25 Section1. Utilities ............................................................................. ............................... 25 Section2. Drainage ........................................................................... ............................... 25 Section 3. Future Easements ............................................................. ............................... 25 Section 4. Easements for Maintenance Purposes .............................. ............................... 25 Section 5. Landscaping, Wall, Fence Easement ............................... ............................... 25 Section 6. Reservation ...................................................................... ............................... 26 ARTICLE XIII. RIGHTS GRANTED BY DECLARANT ......................... ............................... 26 Section 1. Thornbrooke Roadways ................................................... ............................... 26 Section 2. Thornbrooke Roadways and Parking Areas .................... ............................... 26 -iii- TABLE OF CONTENTS (continued) Page ARTICLE XIV. DISPUTE RESOLUTION ................................................. ............................... 26 Section1. In General ......................................................................... ............................... 26 Section 2. Disputes Between Association and Owners .................... ............................... 26 Section 3. Disputes Between Association /Owner and Declarant ..... ............................... 27 Section 4. Dispute Resolution ........................................................... ............................... 27 ARTICLE XV. GENERAL PROVISIONS .................................................. ............................... 30 Section1. Duration ........................................................................... ............................... 30 Section2. Notices ............................................................................. ............................... 31 Section3. Enforcement ..................................................................... ............................... 31 Section4. Severability ...................................................................... ............................... 31 Section 5. Effective Date .................................................................. ............................... 31 Section 6. Delegation of Services /Management ............................... ............................... 31 Section7. Amendment ...................................................................... ............................... 31 Section 8. Effect of Declaration ........................................................ ............................... 31 Section 9. Limited Liability .............................................................. ............................... 32 Section 10. Consent of Declarant ...................................................... ............................... 32 -iv- DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THORNBROOKE THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THORNBROOKE ( "Declaration ") is made this �, LJ day of { �E, ti; , . 2015 by Taylor Morrison of Florida, Inc., a Florida corporation ( "Declarant "). RECITALS: A. Declarant is the owner of the real property described in Exhibit "A" attached hereto and incorporated herein (the "Property ") and is the Declarant thereof B. The Declarant desires for the Property to be held, transferred, sold, conveyed and occupied subject to the covenants, conditions, restrictions, easements, charges and liens hereinafter set forth. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT: IN CONSIDERATION of the covenants contained herein, the Declarant hereby establishes, declares and prescribes herein that the Property shall hereafter be owned, held, transferred and conveyed subject to the covenants, conditions and restrictions hereinafter set forth which shall apply, as to covenants and restrictions, and be covenants running with title to the Property and shall be binding upon the owners of the Property, their respective heirs, personal representatives, successors and assigns for the benefit of the owners of the Property, the Thornbrooke Homeowners Association (as hereinafter defined) and where specified, but not otherwise, the Declarant, its successors and assigns. Every owner of the Property, present and future, or any part thereof (by acceptance of a deed therefore, whether or not it shall be so expressed in such deed of conveyance) including any purchaser at a judicial sale, shall hereinafter be deemed to covenant and to comply with, abide by and be bound by the terms of this Declaration of Covenants, Conditions and Restrictions for Thornbrooke. ARTICLE I. DEFINITIONS The following words, when used in this Declaration (unless the context shall prohibit), shall have the following meanings: (a) "Access Area" shall mean and refer to that portion of each Townhome Lot which surrounds the exterior of the Townhome. (b) "Assessment" shall mean and refer to the share of Association expenses assessed from time to time against a Lot or Townhome Lot and the Owner(s) thereof. Assessment will also have the meaning set forth in Section 720.301, Florida Statutes. JAX \1798314_18 (c) "Association" shall mean and refer to the Thornbrooke Homeowners Association, Inc., a Florida not - for - profit corporation, the By -Laws and Articles of Incorporation of which are attached hereto and incorporated herein as Exhibits "B" and "C ", respectively. This is the Declaration of Covenants, Conditions and Restrictions for Thornbrooke to which the Articles of Incorporation and By- Laws of the Association make reference. These documents are sometimes referred to collectively herein as the "Governing Documents ". (d) `Building" shall mean and refer to a Townhome building containing attached Townhomes sharing party walls and a common roof. (e) "Common Area" shall mean and refer to all real and/or personal property which the Association and /or the Declarant owns for the common use and enjoyment of the members of the Association, and all real and /or personal property within or in the vicinity of Thornbrooke which the Association and/or the Declarant have an interest for the common use and enjoyment of the members of the Association, including without limitation, a right of use (such as but not limited to, easements for surface water collection and retention). The use of the Common Area shall be restricted to landscaping, entry features, directional graphic system, drainage /surface water management, landscape medians, security, safety, bicycle paths, roads, parking, project lighting and recreational purposes or any other use to which a majority of the membership of the Association may accede. Notwithstanding the forgoing, the Declarant shall have the absolute right, at its sole discretion, to modify any of aforementioned improvements located on Lots in their ownership. (f) "Declarant" shall mean and refer to Taylor Morrison of Florida, Inc., a Florida corporation, or its successors or assigns, if any such successor or assign acquires any undeveloped portion of Thornbrooke from the Declarant for the purpose of development and is designated as such by Declarant. (g) "Declaration" shall mean and refer to this Declaration of Covenants, Conditions and Restrictions for Thornbrooke as recorded in the Public Records of Seminole County, Florida as the same may be amended from time to time. (h) "Lot" or "Townhome Lot" shall mean and refer to any parcel of the Property in Thornbrooke, together with any and all improvements thereon, whether or not platted in the Public Records of Seminole County, Florida, on which a Residential Units whether detached or attached (attached units are referred to herein in the singular as a "Townhome" and the plural as "Townhomes "), as defined below, could be constructed, whether or not one has been constructed. Unless specified herein, the term "Lot" shall apply to lots on which both detached and attached Dwelling Units may be constructed. (i) "Maintenance Areas" shall mean the routine, non -storm related maintenance of the exterior surfaces of a Townhome Dwelling Unit, including exterior surfaces of front doors (but not door, glass or window replacement) the roof, gutters, if any, and landscaping and lawn as originally installed in the front and rear yards of the Townhome Lots (but not any additional exterior components added after issuance of a certificate of occupancy for the Townhome Dwelling Unit), as more fully provided in Articles VI and VII of this Declaration. The Association shall provide such maintenance to the Maintenance Areas. -2- JAX \1798314_18 0) "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot or Residential Unit which is a part of the Property subject to this Declaration, including contract sellers (but not contract purchasers) and the Declarant. (k) "Party Wall" shall mean and refer to the entire wall, from front to rear, all or a portion of which is used for support of each adjoining structure, situated, or intended to be situated, on the boundary line between adjoining Townhome Lots. (1) "Plat" shall mean and refer to a Subdivision Plat or Plats of Thornbrooke as recorded in the Public Records of Seminole County, Florida. (m) "Property" or "Thornbrooke" shall mean and refer to that certain real property as described in Exhibit "A" attached hereto and such additions thereto as may be made in accordance with the provisions of Article II of this Declaration. (n) "Residential Unit" shall mean and refer to any improvements located upon the Property intended for use and designed to accommodate a single - family dwelling, including, without limitation, any single - family detached dwelling or single - family attached dwelling (i.e., twnhome), for which a certificate of occupancy has been obtained or any such Residential Unit planned to be constructed on the Property. (o) "Stormwater Management System" means a system which is designed and constructed or implemented to control discharges which are necessitated by rainfall events, incorporating methods to collect, convey, store, absorb, inhibit, treat, use or reuse water to prevent or reduce flooding, overdrainage, environmental degradation, and water pollution or otherwise affect the quantity and quality of discharges from the system, as permitted pursuant to Chapter 62 -330, Florida Administrative Code. (p) "Townhome Property Line" shall mean and refer to the perimeter boundary lines of a Townhome Lot within the Property. ARTICLE II. PROPERTY SUBJECT TO THIS DECLARATION AND ADDITIONS THERETO Section 1. Legal Description. The real property which is and shall be held, transferred, sold, conveyed and occupied subject to this Declaration is located in Seminole County, Florida and is legally described on Exhibit "A" attached hereto, all of which real property shall hereinafter be referred to as the "Property." Section 2. Platting and Subdivision Restrictions. The Declarant shall be entitled at any time and from time to time, to plat and/or replat all or any part of the Property, and to file subdivision restrictions and /or amendments thereto with respect to any undeveloped portion or portions of the Property. Section 3. Additions or Withdrawal of Property. Thornbrooke comprises the Property encompassing, or which will encompass, Lots and the Common Area as more particularly defined by this Declaration and, in addition, lands which Declarant may add, but shall in no way be obligated to add, by one or more supplemental declaration(s). The Property initially declared hereunder is described -3- JAX \1798314_18 in Exhibit "A" attached hereto. It is presently anticipated that Thornbrooke will contain single- family detached homes and single - family attached units ( "Townhomes ") and the Common Area described herein. Notwithstanding the foregoing, however, Declarant reserves the right to modify its plan of development of Thornbrooke (including, without limitation, the right to modify the site plan of Thornbrooke and the right to change the home product types and the number of homes to be constructed within Thornbrooke) and /or the right to add land to Thornbrooke or to withdraw land from Thornbrooke in its sole and absolute discretion. Therefore, in the event Declarant modifies its plan of development of Thornbrooke, adds land to Thornbrooke and /or withdraws land from Thornbrooke, the number of Lots, the layout of Lots arid/or the size of Lots within Thornbrooke may change and as a result of any changes in the number of Lots, the Assessments required to be paid pursuant to this Declaration may increase or decrease as appropriate. Declarant's general plan of development further contemplates that such homes shall be whatever types of structures Declarant may choose which are in conformance with this Declaration. Declarant's general plan of development of Thornbrooke may also include whatever facilities and amenities Declarant considers in its sole judgment to be appropriate to Thornbrooke, as well as any changes thereto. Additional Property will become a part of Thornbrooke if, and only if, Declarant in its sole discretion adds Additional Property to Thornbrooke by recording a Supplemental Declaration to such effect. Declarant hereby reserves an easement for ingress and egress and for utilities and drainage over, under and across the Property for the benefit of any Additional Property; provided, however, no such easement may be granted upon any portion of the Property that lies directly beneath a home. Declarant expressly reserves the right as to the Property to (i) commence construction and development of the Property if and when Declarant desires; (ii) develop the Property (including, without limitation the recreational facilities and amenities), upon such timetable as Declarant, in its sole discretion, chooses; and (iii) modify the plan of development of the Property (including, without limitation, the right to modify the site plan and /or master plan of Thornbrooke, the right to add recreational facilities and amenities, and the right to change the home product types and number of homes to be constructed within Thornbrooke) in such manner as Declarant, in its sole discretion, chooses. Nothing contained herein shall be construed as obligating Declarant to construct Thornbrooke according to the present plan of development or as obligating Declarant to declare any Additional Property to be Property. ARTICLE III. PROPERTY RIGHTS, EASEMENTS Section 1. Owners' Easements of Enjoyment. Every Owner shall have a right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to the Property of such Owner, subject to the following: (a) the right of the Declarant or the Association (in accordance with its Articles and By- Laws), whichever holds title to the Common Area at the time, to borrow money for the purpose of improving the Common Area and in aid thereof to mortgage said properties, subject to the easement of use and enjoyment granted herein; (b) the right of the Association to take such steps as are reasonably necessary to protect the Common Area against foreclosure; -4- JAX \1798314_18 (c) the right of the Association, with the consent of the Declarant, to dedicate or transfer all or any part of the Common Area owned by the Association to any public agency, authority or utility; (d) all provisions of this Declaration, any zoning ordinance for the Property, any plat of all or any part of the Property, restrictions contained on any and all plats of all or any part of the Common Area or filed separately, and the Articles and By -Laws of the Association; (e) rules and regulations governing use and enjoyment of the Common Area adopted by the Association, including reasonable admission charges if deemed appropriate for each Common Area parcel; and (f) easements, restrictions and other matters referenced in Articles VIII and XI hereof. Section 2. Common Areas. Common Areas are those portions of the Property designated as such in this Declaration, Plat or other written instrument recorded in the Public Records of Seminole County, Florida. Common Areas may be for recreational or other purposes. So long as Declarant appoints a majority of the Board of Directors, the Common Areas shall be only that property designated as such by Declarant. Declarant shall have the right, and the power, but neither the duty nor the obligation, in its sole discretion, to, or to cause others to, convey, lease or grant a license or other use right to real property within the Property to the Association for such purposes as may be expressed in the instrument of conveyance, lease or grant of license or use. No such real property shall be considered to be a Common Area until actually so conveyed or leased or until a grant of license or other use right is created by a written instrument. The Association shall accept from Declarant, or others approved by Declarant, any such conveyance, lease, grant of license or grant of use right. Section 3. Maintenance. The Association may enter into agreements with other persons or entities to provide for the maintenance, upkeep and repair of any of the Common Areas or any other property which the Association has the obligation to maintain, upkeep and repair under this Declaration. Declarant shall have the authority to require that the Association engage a property management company to manage the Property and all financial accounts related to the Association. Notwithstanding the foregoing, Declarant reserves the right to assume all property management responsibilities for the Property. ARTICLE IV. THORNBROOKE HOMEOWNERS ASSOCIATION Section 1. Membership. Every person or entity who is a record fee simple Owner of a Lot, including the Declarant at all times as long as it owns all or any part of the Property which may become subject to this Declaration, shall be a member of the Association, provided that any such person or entity who holds such interest only as security for the performance of an obligation shall not be a member. Membership shall be appurtenant to, and may not be separated from, ownership of any Lot which is subject to assessment. Section 2. Voting. Voting rights in the Association shall be as set forth in Article 6 of the Articles of Incorporation of the Association attached hereto and made a part hereof. -5- JAX \1798314 18 Section 3. Insurance on Lots; Casualty Losses. Each Owner shall maintain property insurance providing fire and extended coverage at full replacement cost, less a reasonable deductible, on all insurable improvements located on such Owner's Lot, to the extent such responsibility is not assigned to or assumed by the Association pursuant to this Declaration or any applicable Supplemental Declaration. In addition, every Owner shall be obligated to obtain and maintain at all times general liability insurance covering consequential damages to any other Lot or the Common Area due to occurrences originating within the Owner's Lot caused by the negligence of the Owner, the failure of the Owner to maintain the Lot, and any other casualty within the Lot which causes damage to the Lots or the Common Area, to the extent such coverage is not provided by policies maintained by the Association or to the extent insurable losses may result in the Owner's liability for payment of deductibles under the Association's policies. Such insurance policy or policies shall name the Association as an additional insured. In the event there is damage to Common Areas, the insurance proceeds applicable to such Common Area repair or replacement shall be paid directly to the Association and the Association shall be responsible for making necessary repairs or replacements. Unless a mortgagee is named as the loss payee under any such property policy, the Association shall be named as an additional loss payee. Each Owner shall provide a certificate evidencing such insurance to the Association within ten (10) days of any written request from the Board of Directors. Each Owner shall promptly notify the Board in writing in the event such policy on his or her Lot is canceled. In the event that an Owner fails to obtain any insurance which the Owner is required to obtain hereunder, or permits such insurance to lapse, the Association may, but shall not be obligated to, obtain such insurance on behalf of the Owner and assess the costs thereof to the Owner and the Owner's Loss as a Special Assessment. If a Residential Unit is damaged by fire or other casualty, its Owner shall properly and promptly restore it to at least as good condition as it was before the casualty occurred. Any such work shall be in accordance with the original plans and specifications of the residential Unit unless otherwise authorized by the Board and shall be otherwise subject to all provisions of Article VII hereof. In the event of damage to or destruction of a structure on a Lot, the Owner shall promptly repair or reconstruct the structure in a manner consistent with the original construction or other plans and specifications approved in accordance with Article VII. Declarant shall be exempt from the provisions of this Section 3, provided that any such reconstruction, rebuilding or repairs made by Declarant shall be consistent, as to the exterior appearance, with the improvements as they existed prior to the damage or other casualty. ARTICLE V. COVENANTS FOR MAINTENANCE ASSESSMENTS Section 1. Creation of The Lien and Personal Obligation For The Assessments. The Declarant, for each Lot owned by it within Thornbrooke, hereby covenants, and each Owner of any Lot (by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance) including any purchaser at a judicial sale, shall hereafter be deemed to covenant and agree to pay to the Association: (1) any annual assessments or charges, (2) any special assessments for capital improvements or major repair, and (3) exterior maintenance assessments (as set forth hereafter); such assessments to be fixed, established and collected from time to time as hereinafter provided. All such assessments, together with interest thereon as provided in Article V, Section 3 hereof, costs of collection thereof (including attorneys' fees), shall be a charge on the Lot and shall be a continuing lien upon the Lot(s) against which each such assessment is made and shall also be the personal obligation of the -6- JAX\ 17983 14 18 Owner. No Owner may waive or otherwise escape liability for the assessments provided for herein by non -use of the Common Area or by abandonment. Section 2. Purpose of Assessments. The annual and special assessments levied by the Association shall be used exclusively for the purpose of promoting the health, safety and welfare of the Owners of the Property within Thornbrooke and in particular for the improvement and maintenance of the Common Area and property to be conveyed to the Association as Common Area and common services for the benefit of Owners of the Property, including, but not limited to, the cost of road, lake and surface water maintenance, security, street lighting, signage, taxes, insurance, labor, equipment, materials, management, maintenance and supervision thereof, as well as for such other purposes as are permissible activities of the Association and undertaken by it. Section 3. Determining Amount of Assessments. The total anticipated operating expenses for each calendar year shall be set forth in the budget ( "Budget ") prepared by the Association's board of directors (the "Board ") as required under the Articles and By -Laws of the Association. Each Lot shall be assessed its pro rata portion of the total anticipated operating expenses, which shall be the "Individual Lot Assessment" as to each Lot. Notwithstanding anything in Articles and /or By -Laws of the Association to the contrary, any Assessment for legal fees incurred by the Association for lawsuits shall be deemed an operating expense which is properly the subject of Special Assessment and not the subject of an Individual Lot Assessment so long as approved pursuant to Section 6 of Article V, except the legal fees incurred by the Association in connection with the collection of assessments or other charges which Owners are obligated to pay pursuant to this Declaration, the Articles and By -Laws of the Association or the enforcement of the use and occupancy restrictions contained in this Declaration, the Articles of Incorporation and By -Laws of the Association. Section 4. Budgeting for Reserves. The Board shall prepare and periodically review separate reserve budgets for the Common Area for which the Association maintains capital items which take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost of capital items under each budget. The Board may include in the budget adopted pursuant to Section 3 above, as appropriate, a contribution of $500.00 to fund reserves in an amount which the Board, in the exercise of its business judgment, deems sufficient to meet the projected needs under each budget with respect to both amount and tuning by annual contributions over the budget period. Reserve funds, if collected, shall be held in a separate account or accounts fiom the operating and other funds of the Association. The reserve funds held in each account may be expended only for major maintenance, repair or replacement of those assets covered by the reserve budget pursuant to which they were collected. Subject to such limitation, the Board may adopt resolutions regarding the expenditure of any reserve funds including, without limitation, policies designating the nature of assets for which reserve funds may be expended. Neither the Association membership not the Board shall adopt, modify, limit or expand such policies without Declarant's prior written consent during the period of time prior to the Declarant turning over control of the Association to the Owners. Section 5. Uniform Rate of Assessments. All regular and special assessments shall be at a uniform rate for each Lot; provided, however, to the extent the Owner of a Lot and /or Residential Unit requests additional services to be provided to or for the benefit of a particular Lot or Residential Unit by -7- JAX \1798314_18 the Association, the costs of such additional services shall be charged to such Owner as part of such Owner's annual assessment (i.e., a benefitted assessment). Section 6. Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein on the date (which shall be the first day of a month) fixed by the Board shall be the date of commencement. The annual assessments shall be payable in advance, in periodic installments if so determined by the Board. The due date of any special assessment or exterior maintenance assessment hereof shall be fixed in the resolution authorizing such assessment. Section 7. Duties of The Board of Directors. The Board shall fix the date of commencement and the amount of the assessment for each assessment period at least thirty (30) days in advance of such date or period and shall, at that time, prepare a roster of the Property and assessments applicable thereto, which shall be kept in the office of the Association and shall be open to inspection by any Owner. Written notice of the assessment shall be sent to every Owner subject thereto not later than fifteen (15) days after fixing of the date of commencement and the amount thereof. The Board may cooperate with any commercial or residential property owners' association in any area of the Property and /or with any condominium association which administers the affairs of a condominium located within the Property in the collection of assessments. The assessments provided for herein may be collected for and remitted to the Association by any such other association as the Board of Directors may, in its discretion, deem expedient and appropriate. The Association shall, upon demand at any time, furnish to any Owner liable for said assessment a certificate in writing signed by an officer of the Association, setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid. Section 8. Working Fund Contribution. Each subsequent Owner of a Lot (meaning any Owner who purchases a Lot from a previous Owner other than Declarant) shall pay to the Association a working fund contribution ( "Working Fund Contribution ") at the time legal title is conveyed to such Owner by the previous Owner. The Working Fund Contribution shall be Five Hundred and No /100 Dollars ($500.00) for each Lot and each subsequent conveyance of the Lot. The amount of the Working Fund Contribution is subject to change in the Board's sole discretion. The purpose of the Working Fund Contribution is to ensure that the Association will have cash available for initial start-up expenses, to meet unforeseen expenditures and to acquire additional equipment and services deemed necessary or desirable by the Board. Working Fund Contributions are not advance payments of Individual Lot Assessments and shall have no effect on future Individual Lot Assessments, nor will they be held in reserve. To further ensure that the Association will have sufficient cash available to pay for start -up expenses, Operating Expenses and other expenses, Declarant may from time to time advance to the Association the Working Fund Contribution applicable to any Lot(s) prior to the time legal title to such Lot(s) is conveyed to the Owner(s) thereof. In the event Declarant advances the Working Fund Contribution applicable to any Lot, then, at the time legal title to such Lot is conveyed to the Owner thereof, the Working Fund Contribution to be paid by such Owner to the Association pursuant to this Section 8 shall be paid directly to Declarant in reimbursement of the advance, instead of to the Association. Working Fund Contributions (whether paid by Owner or advanced by Declarant) may also be used to offset Operating Expenses and fund any deficit between yearly Operating Expenses and income collected from Assessments. Developer may, in its sole discretion, move the Working Fund Contributions into a reserve account at the time of the Turnover Date. In JAX \1798314_18 Section 9. Special Assessments. In addition to the regular annual assessment authorized by Article V, Section 3 hereof, the Board may levy in any assessment year a special assessment applicable to that year only, for the following purposes: (a) Construction or reconstruction, repair or replacement of capital improvements upon the Common Areas, including the necessary fixtures, landscaping, signage and personal property related thereto; (b) For additions to the Common Areas, including but not limited to installation of capital improvements such as security card gates systems and master graphics and signage for Thornbrooke; (c) To provide for the necessary services and the facilities and equipment to offer the services authorized herein; and (d) To repay any loan made to the Association to enable it to perform the duties and functions authorized herein, whether such loan shall be made in the year of such assessment or any prior year. Such special assessment before being charged must have received the consent of a majority of the Board of Directors of the Association. Section 10. Effect of Non - Payment of Assessment: The Lien; Remedies of Association. The lien of the Association upon a Lot shall be effective from and after recording in the Public Records of Seminole County, Florida a claim of lien stating the description of the Lot or legally definable portion thereof encumbered thereby, the name of the Owner, the amount and the date when due. Such claim of lien shall include only assessments which are due and payable when the claim of lien is recorded, plus interest, costs, attorneys' fees, advances to pay taxes and prior encumbrances and interest thereon, all as above provided. Such claim of lien shall be signed and verified by an officer or agent of the Association. Upon full payment of all sums secured by such claim of lien, the same shall be satisfied of record. If the assessment is not paid within thirty (30) days after the delinquency date, which shall be set by the Board of Directors of the Association, the assessment shall bear interest from the date due at the maximum rate permissible by law and the Association may at any time thereafter bring an action to foreclose the lien against the Lot(s) or legally definable portion thereof in like manner as a foreclosure of a mortgage on real property, and /or a suit on the personal obligation against the Owner(s), and there shall be added to the amount of such assessment the cost of preparing and filing the complaint in such action including all reasonable attorneys' fees, and in the event a judgment is obtained, such judgment shall include interest on the assessment as above provided and a reasonable attorneys' fee to be fixed by the court, together with the costs of action. Section 11. Assessments Payable by Declarant; Declarant Subsidies. Each Owner acknowledges and agrees that because Individual Lot Assessments and Special Assessments are allocated based on the formula set forth in Article V, Section 3 above, it is possible that the Association . may collect more or less than the amount budgeted for operating expenses in the Budget of the Association. Except as may be limited by applicable law, Declarant has the right (at its sole election) to: (i) pay Individual Lot Assessments for the Lots owned by Declarant in the same manner as other -9- JAX \1798314_18 Owners, (ii) subsidize the Budget of the Association as provided below by snaking voluntary contributions or loans in amounts determined by Declarant, in Declarant's sole discretion, and /or (iii) to be excused from payment of its share of assessments related to its Lots if Declarant elects to deficit fund the amount of Individual Lot Assessments as provided in Section 10 of this Article V below. During the period of time that Declarant is offering Residential Units for sale in Thornbrooke and/or based on the number of Residential Units owned by Owners other than Declarant, Declarant may seek to keep Assessments lower than they otherwise may be by either: (i) subsidizing the Budget of the Association by snaking voluntary contributions in amounts determined by Declarant, or (ii) lending money to the Association in amounts determined by Declarant. The amount of any such voluntary contributions or loan may vary from time to time or may be discontinued and recommenced by Declarant from time to time. The determination to subsidize the Budget of the Association, to lend money to the Association, the amount of any such voluntary contribution or loan, the discontinuance and/or recommencement of any such voluntary contributions or loan shall all be shade by Declarant, in Declarant's sole discretion, and in no event shall Declarant have any obligation whatsoever to make any such voluntary contributions or loan. Each Owner shall be solely responsible to review the Budget of the Association then in effect to determine if and to what extent Declarant is making any voluntary contributions to subsidize the Budget or loans and thus lower the Assessments payable by the Owners that would otherwise be higher based on the operating expenses of the Association. Section 12. Declarant's Option to Fund Budget Deficits. To the extent permitted by Florida law, Declarant may satisfy the obligation for Assessments on Lots which it or its affiliates own for which certificates of occupancy have not been issued by paying Assessments levied pursuant to this Article V in the amount of $1 per every $20 in Assessments paid by other Owners or by funding the Budget deficit. The Budget deficit is the difference between (i) the amount of Assessments levied on Owners' Lots plus any other income received during the fiscal year, and (ii) the amount of the Association's actual expenditures during the fiscal year, and excluding Special Assessments arising as a result of any unusual loss or liability. Regardless of Declarant's election, Declarant's Assessment obligations may be satisfied in the form of cash or by "in kind" contributions of services or materials, or by a combination of these, the value of which shall be reasonably determined by Declarant. Declarant's obligation to deficit fund is not a guarantee of the Assessments as contemplated by Section 720.308, Florida Statutes. Section 13. Subordination of the Lien to Mortgages. To the extent permitted by Florida law, the liability of a first mortgagee or its successor or assigns, who acquire title to a Lot by foreclosure or by deed in lieu of foreclosure, for the unpaid Assessments that became due before the mortgagee's acquisition of title is limited to the lesser of: (1) the Lot's unpaid common expenses and regular periodic Assessments which accrued or came due during the 12 months immediately preceding the acquisition of title and for which payment in full has not been received by the Association; or (2) one percent (1 %) of the original mortgage debt. No sale or transfer shall relieve any portion of the Property from liability for any Assessments thereafter becoming due, nor from the lien of any such subsequent Assessment. The written opinion of either the Declarant or the Association that the lien is subordinate to a mortgage shall be diapositive of any question of subordination. -10- JAX \1798314_18 Section 14. Exempt Propert y. The Board of Directors shall have the right to exempt any Lot subject to this Declaration from the assessments, charge and lien created herein provided that such part of the Property exempted is used (and as long as it is used) for any of the following purposes: (a) As an easement or other interest therein dedicated and accepted by the local public authority and devoted to public use; (b) As Common Area, as defined in Article I hereof; and (c) As property exempted from ad valorem taxation by the laws of the State of Florida, to the extent agreed to by the Association. Section 15. Allocation and Apportionment. The Board of Directors of the Association shall not be required to allocate or apportion the funds collected by it or the expenditures therefrom between or among owners of the Property, nor shall the Board be required to allocate or apportion the funds collected pursuant to this Declaration or expenditures therefrom between the various purposes specified in this Declaration. The judgment of the Board as to the expenditure of said funds shall be final. The funds collected may be expended for the mutual benefit of the Members of the Association at the discretion of the Board of Directors of the Association. Section 16. Townhome Unit Maintenance Assessments Following Declarant Turnover. After Turnover or Transition (as defined in Section 720.307, Florida Statutes), Owners of Townhome Lots within the Thornbrooke community shall be required to establish a Townhome Owners Committee for determining and recommending to the Board of Directors the amount of reserve funds that shall be included in annual Assessments to be paid by Townhome Lot Owners for Association maintenance of Townhome Lots, pursuant to Article VII, Section 8(a) below. The Townhome Owners Committee shall provide the aforementioned recommended reserve funds for maintenance of Townhome Lots to the Board of Directors at least sixty (60) days prior to the Board's annual deadline for approving the Association Assessments. The Board shall be required to approve the reserve funds recommended by the Townhome Owners Committee unless such proposed reserve funds is not in compliance with this Declaration, the Articles, the By -Laws or Florida law. Any reserve funds paid through annual Assessments for maintenance of Townhome Lots must be deposited into a separate bank account from general funds of the Association and other reserves and must be used only for the benefit of Townhome Lots. The Townhome Owners Committee shall be comprised of at least three (3) members and shall be elected from among the Owners of Townhome Lots only (not by any Owner of a detached Residential Unit), pursuant to the voting procedures set forth in the Articles and By -Laws of the Association. Election s for Townhome Owners Committee members shall be conducted every two (2) years. ARTICLE VI. EXTERIOR MAINTENANCE OF DETACHED RESIDENTIAL UNITS Section 1. Exterior Maintenance. In addition to maintenance upon the Common Area, the Association may, at the option of the Board of Directors, provide certain routine exterior maintenance upon any Lot on which a detached Residential Unit may be constructed to maintain a uniform high quality appearance of the Lot and to preserve the value, quality and beauty of the Lot, including paint and repair of roofs, gutters, downspouts, exterior building surfaces, paved parking areas, sidewalk areas, -11- 1AX \1748314_18 and maintenance of trees, shrubs, grass, walks, yard cleanup and other exterior improvements. Maintenance of Townhome Lots is addressed in Article VII below. Section 2. Assessment of Cost. The cost of maintenance performed by the Association as provided in Section I above shall be assessed against the Lot upon which such maintenance is performed or, in the opinion of the Board of Directors of the Association, benefiting from same. The assessment shall be apportioned among the Lot(s) involved by the Board of Directors, as they shall deem appropriate. The exterior maintenance assessments shall not be considered part of the annual maintenance assessment or charge. Any such special assessment or charge shall be a lien against the Property and obligation of the Owner(s) and shall become due and payable in all respects, together with interest and fees for costs of collection, as provided for the other assessments of the Association. The Board of Directors when establishing the annual assessment against each Lot for any assessment year may add thereto the estimated cost of the exterior maintenance for that year and may thereafter make such adjustment as is necessary to reflect the actual cost thereof. Section 3. Access at Reasonable Hours. For the purpose of performing the duties authorized by this Article, the Association, through its duly authorized agents or employees, shall have the right, after reasonable notice to the Owner, to enter upon any portion of the Property at reasonable hours on any day except Saturday or Sunday. In the case of emergency repairs, access will be permitted at any time with only such notice as is practically affordable under the circumstances. ARTICLE VII. EASEMENTS AND MAINTENANCE OF TOWNHOMES Section 1. Access Easements. Declarant does hereby establish and create for the benefit of the Association and for the benefit of any and all Owners of Townhome Lots, their tenants, invitees and mortgagees, and does hereby give, grant and convey to each of the aforementioned, the following easements, licenses, rights and privileges: (a) Right -of -way for ingress and egress by vehicles or on foot, as practicable, in, through, over, under and across the streets, roads and walks within Common Areas located within the portion of the Property within which Townhome Lots are located (as they may be built or relocated in the future) for all purposes; and (b) Right -of -way for ingress and egress for pedestrian traffic and for access, as necessary, over, under, and across the Access Areas for each Townhome Lot. This easement shall not be construed to permit the operation of any type of motorized vehicle on any portion of the Access Areas of a Townhome Lot, except as my be required or pennitted by other easements providing for maintenance, construction or access by emergency vehicles. Section 2. Public Easements. Fire, police, health, sanitation and other public service personnel and vehicles shall have a permanent and perpetual easement for ingress and egress over and across the portion of the Property within which Townhome Lots are located as needed. Section 3. Easements for Encroachments on Townhome Lots or Common Areas. There shall be an easement for encroachment in favor of the Association and all Townhome Lot Owners in the event any Townhome Dwelling Unit now or hereafter encroaches upon any other Townhome Dwelling Unit as a result of minor inaccuracies in survey, construction or reconstruction or due to settlement or movement. The encroaching improvements shall remain undisturbed for so long as the encroachment -12- JAX \1798314_18 exists. Any easement for encroachment shall include an easement for the maintenance and use of the encroaching improvement in favor of the Townhome Dwelling Unit Owners, their designees, mortgagees and the Association. If any portion of any Townhome Lot encroaches upon the Access Areas and Common Areas within portions of the Property within which Townhome Lots are located as a result of the construction, reconstruction, repair, shifting settlement or moving of any portion of the Property, a valid easement for the encroachment and for the maintenance of same shall exist so long as the encroachment exists. Section 4. Easement for Sprinkler System. Declarant hereby reserves to itself and grants to the Association, its employees, subcontractors, agents and designees, a non - exclusive, perpetual easement over, through, across and under each Townhome Lot for the installation, maintenance, operation, repair and replacement of sprinkler system lines and sprinkler heads, which lines and heads are hereby deemed to be the property of the Association; provided, however, no lines shall be located under a Dwelling Unit on a Townhome Lot. Should a sprinkler line(s) or sprinkler head(s) be required to be maintained, repaired or replaced as a result of the negligence by an Owner, his family, servants, guests or invitees, the applicable Owner shall be responsible for the costs thereof, and the Association shall have the right to levy an assessment against the Owner of said Townhome Lot for same, which assessment shall have the same force and effect as all other special assessments. Section 5. Utility Easement. Declarant hereby reserves to itself and grants to the Owner of each Townhome Lot a non - exclusive, perpetual easement on, over, under and across the Common Areas and all other Townhome Lots for the installation, maintenance, operation, repair and replacement of utility lines, including water and sanitary sewer lateral pipes servicing the Townhome Lot, together with wires, pipes, conduits, cable television lines, telephone lines and equipment and drainage lines. Specifically, but not by way of limitation, easements are granted under the Townhomes constructed on Townhome Lots for all electric, gas and plumbing lines and easements are granted through the attic space of the Townhomes for the placement of air conditioning and mechanical lines. Section 6. Utility Meter Easement. Each Townhome in Thornbrooke will be serviced by an individual utility meter measuring the utility usage for the Townhome. Each Townhome Lot will have a ten (10) foot utility easement for maintenance, repair and replacement of utilities meters for such lot running generally along the eastern boundary of each Townhome Lot adjacent to Merry Brook Circle as more particularly shown on the Thornbrooke Phase 1 plat. Section 7. Easements of Sup oo . Cross easements of support and use over, upon, across, under, through and into the Common Structural Elements of Townhome Units and an ingress /egress easement over the shared entry access sidewalks for such Townhome Units are hereby granted in favor of the Townhome Owners or their designees for the continued use, benefit and enjoyment and continued support, service, maintenance, repair, replacement and design of all Townhomes, Common Structural Elements and the shared entry access sidewalks within any portion of the Property. Section 8. Townhome Lot Maintenance. (a) Association. (1) The Association, through action of its Board of Directors, shall be solely responsible for providing exterior maintenance upon the Maintenance Areas of Townhome Lots -13- JAX \1798314 18 as follows: repair and replace roofs, gutters, downspouts, and paint, stain and /or stucco or stain exterior building surfaces including window and door trim and caulking, as originally installed by Declarant. It is the intent of this section that the Association will undertake maintenance activities necessary or desirable to maintain an attractive, uniform appearance of each Townhome. If, in the performance of its maintenance activities, the Association determines that other repairs or replacements to the Townhome, including structural repairs, are required before it can provide required maintenance to a Maintenance Area, the Association will give notice to the Owner of the needed repair or replacement and a reasonable time to effect the required repair or replacement. If the Owner fails to obtain any necessary Architectural Review Board approval for and effect the needed repair or replacement within the time allowed, the Association may make the repair or replacement and assess the cost thereof to the Townhome Lot Owner. The Association shall provide maintenance inspections every six (6) months, with annual maintenance as needed, at the level of service determined by the Association. Each Owner shall be responsible for promptly notifying the Association of any required maintenance which the Association is obligated to provide. (2) The Association shall maintain in good repair and replace as necessary that part of the drainage structures, landscaping, trees, shrubs, grass and sprinkler systems situated on each Townhome Lot, all as originally installed by Declarant. The Association shall not maintain any additional or replacement landscaping or grass installed by any Townhome Lot Owner, nor will it maintain any deck or patio area of a Townhome Dwelling Unit or plantings thereon, which will specifically be the responsibility of the Townhome Lot Owner to maintain. The Association shall be responsible for irrigating and the irrigation system the grassed area and landscaping on the Townhome Lot excluding grass and landscaping NOT originally installed by Declarant. The time and frequency of watering shall be determined by the Association subject to applicable rules of the St. Johns River Water Management District. The cost of sprinkling as well as the maintenance and repair of the sprinkling system shall be an operating expense for Townhome Lots. The cost and expense of repair, maintenance and replacement of any part of the sprinkler system damaged by a Lot Owner, his family, lessees, guests, servants or invitees, may be assessed against said Townhome Lot. (3) The City of Sanford will provide for garbage removal for all Townhome Lot Owners and all single- family dwellings. Each Townhome Lot Owner and single - family dwelling owner shall pay the City for such garbage removal. (b) Lot Owner. The Townhome Lot Owner is responsible to maintain and repair everything on the Townhome Lot, including, but not limited to, the Townhome Dwelling Unit, and any other improvements including but not limited to deck and patio areas, irrigation systems, plantings and others, except for items which the Association is required to maintain, as specifically provided in the paragraphs above. The Association shall not maintain any other portion of the Townhome Lot and improvements thereon. Townhome Lot Owners shall also be responsible for the maintenance, repair and replacement, if applicable, of water and sanitary sewer lateral pipes servicing their Townhome Dwelling Units, which laterals extend from the right -of -way to the Townhome Dwelling Units, notwithstanding that a portion of such lateral may be located within the Common Area. The Townhome Lot Owner is responsible to maintain, repair and replace the air- conditioning and heating system and appurtenances thereto, servicing the Townhome Dwelling Unit and improvements located on his Townhome Lot and any other portion of the air - conditioning and heating system or appurtenances thereto servicing his Townhome Dwelling Unit which may be located on the Common Area. The Townhome Lot Owner shall be responsible for damage to the Townhome Dwelling Unit and -14- JAXA 798314_18 its contents caused by water intrusion into the Townhome Dwelling Unit unless such intrusion is caused solely by the negligence of the Association in failing to maintain the roof of the Townhome. The Townhome Lot Owner shall be responsible for maintenance, repair and replacement of driveways associated with the ' Townhome. Section 9. Disrepair of Townhome Dwelling Units and Townhome Lots. If the Owner of any Townhome Lot shall fail to maintain his Townhome Lot, and the improvements situated thereon, as required by any provision of this Declaration, in a manner reasonably satisfactory to the Board of Directors of the Association or any committee established by such Board, upon direction of the Board of Directors, the Association shall have the right, through its agents and employees, to enter upon the Townhome Lot to maintain and restore the improvements erected on such Townhome Lot. The cost of any maintenance supplied by the Association pursuant to this Section shall be added to and become part of the Assessment to which such Townhome Lot is subject. Section 10. Access at Reasonable Hours. For the purpose solely of performing the maintenance required by this Article, the Association, through its duly authorized agents and employees, shall have the right, without notice, to enter upon any Owner's Townhome Lot at reasonable hours on any day except Sunday and legal holidays. Section 11. Exterior Maintenance Assessment. The Association, through action of its Board of Directors, shall provide exterior maintenance upon each Townhome Lot as provided in this Article VII. The cost of the exterior maintenance referred to in this Article VII shall be paid by the Owners of Townhome Lots as general assessments. In the event any Common Structural Element, as defined below, or part thereof located within a Townhome Lot requires routine maintenance, repair or replacement and the necessity for such routine maintenance, repair or replacement was not due to any act or failure to act on the part of the Owner of the Townhome Lot in question, the cost of such routine maintenance, such as repairing cracks in the stucco, will be performed by the Association and the costs and expenses of such routine maintenance shall be part of the operating expenses of the Association and shared by all Townhome Lot Owners within the portion of the Property in which Townhome Lots are located. Section 12. Public Liability Insurance. Each Townhome Lot Owner shall obtain and maintain a comprehensive policy of public liability insurance naming the Association and, until Declarant no longer owns any Townhome Lots within the Property, Declarant as additional insureds thereof insuring against any and all claims or demands made by any person or persons whomsoever for personal injuries or property damage received in connection with, or arising from, the operation, maintenance and use of the Townhome Lot and any improvements located thereon, and for any other risks insured against by such policies with limits of not less than One Hundred Thousand Dollars ($100,000.00) for damages incurred or claimed by any one person for any one occurrence; not less than Three Hundred Thousand Dollars ($300,000.00) for damages incurred or claimed by more than one person for any one occurrence; and for not less than Fifty Thousand Dollars ($50,000.00) in property damage per occurrence with no separate limits stated for the number of claims. -15- JAM 798314_18 ARTICLE VIII. TOWNHOME DEVELOPMENT Section 1. Townhome Common Structural Elements. (a) Definition. Each Building contains or shall contain certain elements, features or parts which are structural elements of the Building or of more than one Townhome Dwelling Unit (such elements, features, or parts being hereinafter referred to as "Common Structural Elements "). The Common Structural Elements of each Building shall include the following: (1) Party Walls. All division walls between two (2) Townhomes beginning at the unfinished surface of each side of such wall (hereinafter referred to as "Party Walls ") located upon a Townhome Property Line between two (2) Townhomes, provided that the mere fact such a division wall between two (2) Townhomes is found not to be on a Townhome Property Line shall not preclude such division wall from being a Party Wall. (2) Roofing. The entire roof of the Building, any and all roof support structures, and any and all appurtenances to such roof and roof support structures, including, without limitation, the roof trusses, all of which are collectively referred to herein as the "Roofing." Should the Roofing or part thereof extend beyond the Townhomes, same shall not be deemed to violate the provisions of this Declaration and such easements as may be necessary to accommodate and permit the Roofing as same shall be constructed or hereby imposed. (3) Foundation. The entire foundation and all supporting outer walls and appurtenances thereto, all of which are collectively referred to as the "Foundation." Should the Foundation or part thereof extend beyond the Townhomes, same shall not be deemed to violate the provisions of this Declaration and such easements as may be necessary to accommodate and permit the Foundation as same shall be constructed or thereby imposed. Section 2. General. Each Owner shall own that portion of the Party Wall which stands on his own Townhome Lot. To the extent not inconsistent with the provisions of this Article, the general rule of law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply to each Party Wall which is built by Declarant as part of the original construction of the Townhome Dwelling Units upon the Townhome Lots and any replacement thereof. If any portion of any structure, as originally constructed by Declarant or its designee, including any Party Wall, shall protrude over two (2) adjoining Townhome Lots, it shall be deemed that said Owners have granted perpetual easements to the adjoining Owner or Owners for continuing maintenance and use of the projection, Party Wall. The foregoing shall also apply to any replacements of any structures, Party Walls, if same are constructed in conformance with the original structure, Party Wall. The foregoing conditions shall be perpetual in duration and shall not be subject to amendment of these covenants and restrictions. Section 3. Sharing Maintenance or Rem. The costs of reasonable repair and maintenance of Common Structural Elements located with portions of the Property upon which Townhomes are constructed shall be shared equally by the Owners who make use of the wall in proportion to such use, except as otherwise provided herein. Such costs shall not be an Operating Expense. -16- JAX \1748314_18 Section 4. Destruction by Fire or Other Casualty. Each Townhome Lot Owner shall maintain property insurance providing fire and extended coverage at full replacement cost, less a reasonable deductible, on all insurable improvements located on such Owner's Townhome Lot. In addition, every Owner shall be obligated to obtain and maintain at all times insurance covering consequential damages to any other Townhome Lot or the Common Area due to occurrences originating within the Owner's Townhome Lot caused by the negligence of the Owner, the failure of the Owner to maintain the Townhome Lot, and any other casualty within the Townhome Lot which causes damage to the Townhome Lots owned by others or the Common Area, to the extent such coverage is not provided by policies maintained by the Association or to the extent insurable losses may result in the Owner's liability for payment of deductibles under the Association's policies. Such insurance policy or policies shall name the Association as an additional insured. Unless a Mortgagee is named as the loss payee under any such policy, the Association shall be named as an additional loss payee. In the event of damage to or destruction of a structure on a Townhome Lot, the Association shall promptly repair or reconstruct the structure in a manner consistent with the original construction or other plans and specifications using the insurance proceeds and to the extent the insurance proceeds are inadequate, the Owner or Owners whose Townhomes have been damaged shall be responsible for the deficiency between the costs of the repair and the proceeds from the insurance. Further, the Association shall be entitled to levy on the Owner an Assessment or special charge equal to the cost of performing such repair or reconstruction and any such Assessment or special charge shall constitute a lien upon the applicable Home with the same force and effect as a lien for Operating Expenses. Each Owner shall provide to the Association a certificate evidencing such insurance within ten (10) days of any written request from the Board of Directors. In addition, if the Board so requests, each Owner shall file with the Association a copy of the individual policy or policies covering his or her Townhome Lot. Each Owner shall promptly notify the Board in writing in the event such policy on his or her Townhome Lot is canceled. In the event that an Owner fails to obtain any insurance which the Owner is required to obtain hereunder, or permits such insurance to lapse, the Association may, but shall not be obligated to, obtain such insurance on behalf of the Owner and the Association shall be entitled to levy on the offending Owner a Special Assessment or special charge equal to the cost of obtaining such insurance and any such Special Assessment or special charge shall constitute a lien upon the applicable Townhome with the same force and effect as a lien for Operating Expenses. Section 5. Damage to Buildings. The Owner or Owners of Townhomes in any damaged Townhome Building and the Association shall be obligated to proceed with all due diligence hereunder and the Association shall commence reconstruction within three (3) months after the damage occurs and complete reconstruction within one (1) year after the damage occurs, unless prevented by causes beyond the Association's reasonable control. Section 6. Easement for Repairs. If repairs or reconstruction to the Common Structural Elements shall be necessary, all necessary entries on or into the adjacent Townhome Dwelling Unit upon the Adjacent Townhome Lot shall not be deemed a trespass so long as the repairs and reconstruction shall be done in a timely and workmanlike manner. Consent is hereby given to enter on or into adjacent Townhome Dwelling Units to effect necessary repairs and reconstruction. -17- JAXA 798314_18 Section 7. Right to Contribution Runs with Land. The right of any Townhome Lot Owner to contribution from any other Townhome Lot Owner under this Article shall be appurtenant to the land and shall pass to such Townhome Lot Owner's successors in title. Section 8. Weather Proofing. Notwithstanding other provisions of this Article, a Townhome Lot Owner who by his negligent or willful act causes a Party Wall to be exposed to the elements, shall bear the whole cost of furnishing the necessary repair and protection against such elements. Section 9. Alterations. The Owner of a Townhome Dwelling Unit sharing a Party Wall with an adjoining Townhome Dwelling Unit shall not cut windows or other openings in the Party Wall, nor make any alterations, additions or structural changes in the Party Wall. Section 10. Structural Cross Easements. Cross easements of support and use over, upon, across, under, through and into the Common Structural Elements shall exist in favor of the Association, the Townhome Owners or their designees for the continued use, benefit and enjoyment and continued support, service, maintenance, repair and design of all Townhome Dwelling Units and Common Structural Elements within any of the Buildings. ARTICLE IX. THORNBROOKE ARCHITECTURAL CONTROL Section 1. Review and Approval. Other than the improvements constructed upon the Property by the Declarant, no structure or improvement (individually, an "Improvement" and collectively the "Improvements "), including without limitation, landscaping and landscaping devices, buildings, fences, walls, signs, site paving, grading, parking and building additions, alterations, screen enclosures, decorative building features, aerials, antennae, bulkheads, sewers, drains, disposal systems or other structures, improvements or objects shall be commenced, erected, placed or maintained upon any portion of the Property, nor shall any addition to or change or alteration thereof be made until the plans, specifications and locations of the same shall have been submitted to and approved in writing as to harmony of external design, location in relation to surrounding structures and topography and conformance with architectural planning criteria, as established by the Board of Directors of the Association from time to time, or by the applicable architectural control committee thereof, in accordance with the provisions of the By -Laws of the Association. The approval or disapproval of the Association shall be dispositive and shall take precedence over the approval, if any, of any property owner's association for the area in which any such portion of the Property is located. All Owners shall be required to obtain Architectural Review Board approval (or Board approval, if applicable) for the aforementioned structures and improvements prior to submitting" plans for such structures and improvements to Seminole County or other applicable governmental agency. Section 2. Architectural Review Board. The architectural review and control functions of the Association shall be administered and performed by the Architectural Review Board ( "ARB "), which shall consist of three (3) members who need not be members of the Association. The Declarant shall have the right to appoint all of the members of the ARB, or such lesser number as it may choose, as long as it owns at least one Lot in Thornbrooke. Members of the ARB not appointed by Declarant shall be appointed by and serve at the pleasure of the Board of Directors of the Association. A majority of the ARB shall constitute a quorum to transact business at any meeting of the ARB, and the action of a majority present at a meeting at which a quorum is present shall constitute the action of the ARB. Any vacancy occurring on the ARB because of death, resignation or other termination of service of any -18- JAX \1798314_18 member thereof shall be filled by the Board of Directors; provided, however, that the Declarant, to the exclusion of the Board, shall fill any vacancy created by the death, resignation, removal or other termination of services of any member of the ARB appointed by the Declarant. Section 3. Powers and Duties of the ARB. The ARB shall have the following powers and duties: (a) To recommend, from time to time, to the Board of Directors of the Association modifications and /or amendments to the architectural planning criteria. Any modification or amendment to the architectural planning criteria shall be consistent with the provisions of this Declaration, and shall not be effective until adopted by a majority of the members of the Board of Directors of the Association at a meeting duly called and noticed at which a quorum is present and voting. (b) To require submission to the ARB of two (2) complete sets of all plans and specifications for any improvement or structure of any kind, including, without limitation, any building, fence, wall, site paving, grading, parking, screen enclosure, sewer, drain, disposal system, decorative building feature, landscape device or object, or other improvement, the construction or placement of which is proposed upon any of the Property signed by the Owner thereof and contract vendee, if any. The ARB shall also require submission of samples of building materials proposed for use on the Property, and may require such additional information as may reasonably be necessary for the Board to completely, evaluate the proposed structure or improvement in accordance with this Declaration and the Architectural Planning Criteria. (c) To approve or disapprove any improvement or structure of any kind, including, without limitation, any building, fence, wall, site paving, grading, parking, building addition, screen enclosure, sewer, drain, disposal system, decorative building feature, landscape device or object or other improvement or change or modification thereto, the construction, erection, performance or placement of which is proposed upon the Property and to approve or disapprove any exterior additions, changes, modifications or alterations therein or thereon. The ARB shall have forty five (45) days from receipt of complete sets of plans and specifications, as set forth more fully in subsection (b) above, to either approve, deny or require changes to the plans and specifications. If the ARB does not provide written notice of approval, denial or requirement for changes to the plans and specifications within said 45 -day period, the plans and specifications shall automatically be deemed denied. All decisions of the ARB shall be submitted in writing to the Board of Directors of the Association, and evidence thereof may, but need not, be made by a certificate, in recordable form, executed under seal by the President or any Vice President of the Association. Any party aggrieved by a decision of the ARB shall have the right to make a written request to the Board of Directors of the Association, within forty five (45) days of such decision, for a review thereof. The determination of the Board upon reviewing any such decision shall be dispositive as to Association approval or denial. (d) To approve or disapprove any change, modification or alteration to any improvement or structure as hereinabove described, and the plans and specifications, if any, upon which such change, modification or alteration is based, prior to commencement of construction of such change, modification or alteration. If any improvement or structure as aforesaid shall be changed, modified or altered without prior approval of the ARB of such change, modification or alteration, and the plans and specifications therefbre, if any, then the Owner shall, upon demand, cause the improvements or structure -19- JAX11798314_18 to be restored to comply with the plans and specifications originally approved by the ARB and shall bear all costs and expenses of such restoration, including costs and expenses of such restoration, and costs and reasonable attorneys' fees of the ARB. (e) To adopt a schedule of reasonable fees for processing requests for ARB approval of proposed improvements. Such fees, if any, shall be payable to the Association, in cash, at the time that plans and specifications are submitted to the ARB. Any such fees not paid when due shall constitute a lien upon the Lot, enforceable in accordance with the provisions of Article V hereof. Section 4. Limited Liability. In connection with all reviews, acceptances, inspections, permissions, consents or required approvals by or from the Declarant, the Association or the ARB contemplated under this Article, neither the Declarant, the ARB nor the Association shall be liable to an Owner or to any other person on account of any claim, liability, damage or expense suffered or incurred by or threatened against an Owner or such other person and arising out of or in any way related to the subject matter of any such reviews, acceptances, inspections, permissions, consents or required approvals, whether given, granted or withheld by the Declarant, the Association or the ARB. ARTICLE X. USE RESTRICTIONS All of the property shall be held, used and enjoyed subject to the following limitations and restrictions, the Initial Use Restrictions set forth in Exhibit "D" attached hereto and incorporated herein, any and all additional rules and regulations which may, from time to time, be adopted by the Association, except as provided in Article VIII, Section 28 below: Section 1. Enforcement. Failure of an Owner to comply with any limitations or restrictions in this Declaration, the Articles or By -Laws of the Association with any rules and regulations promulgated by the Association shall be grounds for action which may include, without limitation, an action to recover sums due for damages, injunctive relief or any combination thereof. Without limiting the generality of the foregoing, an Owner shall also be responsible for the payment of any and all legal fees incurred by the Association in connection with the enforcement of this Declaration, the Articles or By -Laws of the Association or with any rules or regulations promulgated by the Association, whether or not an action is actually begun. Any such legal fees shall be paid not later than thirty (30) days after written notice thereof and if not paid within such thirty (30) day period, shall constitute a lien upon the applicable Lot and Residential Unit with the same force and effect as a lien for operating expenses. In addition to all other remedies, the Association may suspend, for a reasonable period of time, any or all of the rights of an Owner or an Owner's tenants, guests or invitees to use the Common Area of the Association and facilities; may suspend the voting rights of an Owner if such Owner is delinquent in payment of assessments for more than ninety (90) days; and may levy reasonable fines against any Owner or any Owner's tenant, guest or invitee for failure of such Owner, and /or such Owner's family, guests, invitees, tenants or employees to comply with this Declaration, the Articles or By -Laws of the Association, provided the following procedures are adhered to: (a) Notice. The Association shall notify the Owner in writing of the noncompliance and set forth the corrective action to be taken. A fine or suspension of use rights may not be imposed without notice of at least fourteen (14) days to the Owner sought to be fined or suspended and an opportunity for a hearing before a committee of at least three (3) members appointed by the Board who are not officers, -20- JAX \1798314_18 directors or employees of the Association, or the spouse, parent, child, brother or sister of an officer, director or employee of the Association. If the committee, by majority vote, does not approve a proposed fine or suspension, it may not be imposed. At the Association's option, any fine may be levied on a daily basis in the event of a continuing violation without the necessity of a new hearing and without any limitation on the amount of such fine. (b) Hearin. Should the Owner still be in noncompliance, the noncompliance shall be presented to the Board after which the Board shall hear reasons why a fine should or should not be imposed. A written decision of the Board shall be submitted to the Owner, as applicable, not later than twenty -one (21) days after said meeting. (c) Payment. A fine shall be paid not later than thirty (30) days after notice of the imposition of the fine. (d) Fines. A fine shall be treated as an assessment subject to the provisions of the collection of assessments as otherwise set forth herein. All monies received from fines shall be allocated as directed by the Board, subject always to the provisions of this Declaration. (e) Failure to Pay Assessments. Notice and hearing as provided in subparagraphs (a) and (b) above shall not be required with respect to the imposition of suspension of use rights or fines upon any Owner because of such Owner's failure to pay Assessments or other charges when due. (f) Access. Suspension of use rights to Property of the Association shall not impair the right of an Owner or tenant of a Lot and /or Residential Unit to have vehicular and pedestrian ingress to and egress from such Lot and /or Residential Unit, including, but not limited to, the right to park. Section 2. Single- Family Use. The Residential Units shall be for single - family use only. Such single- family units may include both detached homes and attached units (e.g., townhomes). No commercial occupation or activity may be carried on in Thornbrooke except as such occupation or activity is permitted to be carried on by Declarant under this Declaration. A single - family is defined to mean any number of persons related by blood, marriage or adoption or not more than two (2) unrelated persons living as a single housekeeping unit. Section 3. Residential Units Owned by Entities or Unrelated Persons. It is the intention that Residential Units be occupied for single - family use. In the event an entity owns a Residential Unit, the entity shall notify the Association in writing with the names of the family members who shall occupy the Residential Unit. In the event the Owners of the Residential Unit are unrelated either through blood or marriage, they shall be permitted to occupy the Residential Unit provided they live as a family unit similar to a husband and wife. No Residential Unit may be used as a rooming house, hostel or hotel. Timesharing or other arrangements involving more than three ownership interests in a Lot (including ownership by more than three persons as joint tenants or tenants -in- common), or assigning separate use periods of less than seven (7) months' duration, are prohibited. Section 4. Lake Maintenance and Use. (a) The right to pump or otherwise remove any water from the lakes and ponds now existing or which may hereafter be constructed either within Thornbrooke or adjacent or near thereto, whether for the purpose of irrigation or other use, or the placement of any matter or object in -21- JAX \1798314_18 such lakes shall require the written consent of the Declarant. The Declarant shall have the sole and absolute right to control the water level of all lakes and to control the growth and eradication of plants, fowl, reptiles, animals, fish and fungi in and on such lakes. Such lakes and ponds shall be part of the Common Area and shall be owned and maintained by the Association. Any Common Area embankments shall be maintained by the Association so that grass, plantings or other lateral support shall prevent erosion or the embankment to the lake or pond. (b) Any Common Area embankments shall be maintained by the Association so that grass, planting or other lateral support shall prevent erosion of the embankment of the lake. The height, grade and contour of such embankments shall not be changed without the prior written consent of the Association or the ARB. Section 5. Stormwater Management System (a) Maintenance. The Association shall be responsible for the maintenance, operation and repair of the Stormwater Management System. Maintenance of the Stormwater Management System(s) shall mean the exercise of practices which allow the systems to provide drainage, water storage, conveyance or other stormwater management capabilities as permitted by the St. Johns River Water Management District (the "District "). The Association shall be responsible for such maintenance and operation pursuant to District permits, rules and regulations, both prior to and following the Declarant's turnover of Association control to the Owners. Any repair or reconstruction of the Stormwater Management System shall be as permitted, or if modified as approved by the District. (b) Drainage Easement in Favor of City of Sanford. The City of Sanford has a drainage easement over the stormwater pond located at the southwest corner of the intersection of White Cedar Avenue and Iowa Avenue. The Association shall own and maintain such stormwater pond, including the landscaping associated therewith. (e) Amendment. Any amendment to the Declaration that alters the Stormwater Management System, beyond maintenance in its original condition, including mitigation or preservation areas and the water management portions of the common areas, must have the prior approval of the District. (d) Enforcement. The District shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in this Declaration which relate to the maintenance, operation and repair of the Stormwater Management System. Section 6. City of Sanford. (a) Drainage Improvements. The City of Sanford will own and maintain certain underground stormwater drainage facilities along the east side of White Cedar Road adjacent to the portion of the Property to be developed with attached single - family units. The City has agreed to allow the Association, through its contractors, to construct an entry monument with signage for the community over a portion of the City's underground stormwater drainage facilities located at the intersection of White Cedar Avenue and Blue Mill Way in exchange for an agreement by the Association to indemnify and hold harmless the City for any damage done to the aforementioned entry monument by the City in maintaining, repairing and replacing the portion of the stormwater drainage facilities underlying the monument. The Association shall indemnify and hold harmless the City for any -22- JAX \1798314_18 damage done by the City, its employees and contractors, to the entry monument located at the intersection of White Cedar Road and Blue Mill Way during maintenance, repair and replacement activities associated with the stormwater drainage facilities underlying such monument. The Association will be responsible for repairing any damage done to the monument by the City in maintaining, repairing and replacing the portion of the stormwater drainage facilities underlying such monument. (b) Sanitary Sewer Improvements. The City of Sanford will own and maintain certain sanitary sewer lines near the intersection of White Cedar Road and Narcissus Avenue adjacent to the portion of the Property to be developed with attached single- family units. The City has agreed to allow the Association, through its contractors, to construct a cast wall around the perimeter of the portion of the Property to be developed with attached single - family units, and over a section of the City's sanitary sewer lines, in exchange for an agreement by the Association, to: i) install a gate a length of twenty (20) feet within such cast wall along Narcissus Avenue east of White Cedar Road, and ii) to indemnify and hold harmless the City for any damage done to the aforementioned cast wall by the City in maintaining, repairing and replacing the portion of the sanitary sewer lines underlying the fence. The Association shall indemnify and hold harmless the City for any damage done by the City, its employees and contractors, to the cast wall located east of White Cedar Road and south of Narcissus Avenue during maintenance, repair and replacement activities associated with the sanitary sewer lines underlying such cast wall. The Association will be responsible for repairing any damage done to the cast wall by the City in maintaining, repairing and replacing the portion of the sanitary sewer lines underlying such cast wall. Section 7. Restrictions, Covenants Running with the Land. The agreements, covenants and conditions set forth in this Article shall constitute a servitude in and upon the Property and every part thereof, and shall run with the Property and shall inure to the benefit of and be enforceable by the Declarant and /or the Association and /or the Owners. Failure to enforce any restrictions, covenants, conditions, obligations, reservations, rights, powers or charges hereinbefore or hereinafter contained, however long continued, shall in no event be deemed a waiver of the right to enforce the same thereafter as to such breach or violation occurring prior or subsequent thereto. Failure to enforce such violation shall not, however, give rise to any liability on the part of the Declarant and /or the Association with respect to parties aggrieved by such failure. Section 8. Remedies for Violation. Violation or breach of any condition, restriction or covenant contained in this Article shall give the Declarant and /or the Association and /or Owners in addition to all other remedies, the right to proceed at law or in equity to compel compliance with the terms of said conditions, restrictions or covenants and to prevent the violation or breach of any of them. The expense of such litigation shall be borne by the then violating Owner or Owners of the Property, provided such proceeding results in a finding that such Owner was in violation of these restrictions. Expenses of litigation shall include reasonable attorneys' fees incurred by the Declarant and /or the Association in seeking such enforcement and all costs of such enforcement action shall constitute part of the fees. Annual assessment against such Owner shall be enforceable as a lien upon the Property of such Owner in accordance with the provisions of Article V of this Declaration. The invalidation by any court of any of the restrictions contained in this Article shall in no way affect any of the other restrictions, which shall remain in full force and effect. -23- JAX \1198314_18 Section 9. Improvements. No improvements of any kind including, without limitation, any building, walkways, recreation areas and facilities, parking areas, berms, fountains, sprinkler systems, gatehouses, streets, drives, roads, roadways, driveways, fences, retaining walls, underground footers and other foundation supports, stairs, landscaping, trees, hedges, plantings, poles, shed, play structure, tennis court, basketball courts, backboards and hoops, soccer goals, jogging, bicycling and walking paths, swing sets, gym sets, athletic /play equipment, site and perimeter walls, gazebos, benches, mailboxes, topographical feature, landscaping, lawn sculpture, fence, swimming pool, covered patios, screened enclosure, street lights and signs, shall be erected, placed or maintained, and no addition, alteration, modification or change to any such improvement shall be made without the prior written approval of the ARB, including, but not limited to, painting the Residential Unit in a color other than the color originally placed by Declarant on the painted surface, replacing the roof using a different type or color than the roof originally installed, or replacing a garage door or entry doors using a different color and type than originally installed. Section 10. Declarant Exemption. Declarant plans to undertake the work of constructing Residential Units and improvements upon the Property and may undertake the work of constructing other buildings upon adjacent land or other property being developed or marketed by Declarant or its affiliates. The completion of the aforementioned work and the sale, rental and other transfer of Residential Units by Declarant and Declarant's affiliates are essential to the establishment and welfare of the Property as a residential community. In order that such work may be completed and a fully occupied community established as rapidly as possible, neither the Owners, the Association, nor the ARB shall do anything whatsoever to interfere with any of Declarant's or Declarant's affiliates' activities relating to the selling or constructing of Residential Units and improvements upon the Property, the selling or constructing of other buildings upon adjacent land or any other property being developed or marketed by Declarant or any of Declarant's affiliates, or the sale, rental and /or other transfer of Residential Units by Declarant or any of Declarant's affiliates. In this respect, Declarant hereby reserves the right for itself and its employees, agents, licensees and invitees to come upon any and all portions of the Property (including, without limitation, the Association Property as well as a Lot even after the same has been conveyed to an Owner) as may be necessary or convenient to enable Declarant to carry on its work and other activities including, without limitation, Declarant's development and construction of Thornbrooke and the Residential Units therein. In general, the restrictions and limitations set forth in this Article VIII shall not apply to Declarant or to Lots owned by Declarant. Declarant shall specifically be exempt from any restrictions which interfere in any manner whatsoever with Declarant's plans for development, construction, sale, lease or use of the Property and to the Improvements thereon. Declarant shall be entitled to injunctive relief for any actual or threatened interference with its rights under this Article VIII in addition to whatever remedies at law to which it might be entitled. ARTICLE XI. PLANNED UNIT DEVELOPMENT Section 1. Common Planned Development. Due to the integrated nature of Thornbrooke under the terms of City of Sanford Development No. 13 -15, as may be amended from time to time (the no Owner shall be permitted to construct or modify any improvement on the Property or take any action of any kind or nature which would result in a modification of the terms and provisions of the PD without the prior mutual written consent of the Declarant. -24- JAX\ 1798314_ 18 Section 2. No Re- subdividing or Rezoning. No Owner shall be permitted to plat, re -plat, subdivide, seek a modification to the PD or any other local government development order (as defined in Chapter 380, Florida Statutes) or apply for a rezoning of any portion of the Property without the prior written consent of the Declarant. Section 3. Declarant's Rights. The Declarant shall have the right to modify the PD and any other local government development order, zoning and future land use designation of any portion of the Property still under its ownership. ARTICLE XII. RIGHTS AND EASEMENTS RESERVED BY DECLARANT Section 1. Utilities. Declarant reserves for itself, its successors, assigns and designees, a right -of -way and easement to erect, maintain and use utilities, electric and telephone poles, wires, cables, conduits, storm sewers, sanitary sewers, water mains, gas, sewer, water lines or other public conveniences or utilities on, in and over any area constituting a private street or right -of -way within the Property. Section 2. Drainage. Drainage flow shall not be obstructed or diverted from drainage easements. The Declarant or the Association may, but shall not be required to, cut drainways for surface water wherever and whenever such action may appear to either of them to be necessary to maintain reasonable standards of health, safety and appearance of the Property and surrounding properties. These easements include the right to cut any trees, bushes or shrubbery, to make any grading of the soil, or to take any other reasonable action necessary to install utilities and to maintain reasonable standards of health and appearance but shall not include the right to disturb any improvements erected upon a Lot which are not located within the specific easement area designated on the plat, in this Declaration, or in a separate recorded document. Except as provided herein, existing drainage shall not be altered so as to divert the flow of water onto an adjacent Lot or into sanitary sewer lines or block the drainage flow between homes. Section 3. Future Easements. The Declarant reserves the right to impose further restrictions and to grant or dedicate additional easements and rights -of -way on any Property owned by the Declarant. In addition, Declarant hereby expressly reserves the right to grant easements and rights -of- way over, under and through the Common Area. The easements granted by Declarant shall not materially or adversely affect any improvements or unreasonably interfere with the enjoyment of the Common Area. Notwithstanding the foregoing, if at any time the Declarant ceases to be a Developer under this Declaration, any such reservation under this Article X, Section 3 shall also cease. Section 4. Easements for Maintenance Purposes. The Declarant reserves for itself, its agents, employees, successors or assigns, an easement in, on, over and upon the Property, each Lot and the Common Area as may be reasonably necessary for the purpose of preserving, maintaining or improving marsh areas, lakes, hammocks, wildlife preserves or other areas, the maintenance of which is to be performed by the Declarant or the Association. Section 5. Landscaping, Wall, Fence Easement. The Declarant reserves for itself, its agents, employees, successors or assigns, an easement in, on, over and upon the Property and Lots 1, 2, 13 -17, inclusive, and 35 -51, inclusive, of the Plat, and any other Lots as may be reasonably necessary for the -25- JAX \1798314_18 purpose of installing landscaping, walls and fences for the benefit of the Property. The maintenance of such landscaping, walls and fences shall be performed by the Association. Section 6. Reservation. In each instance where a structure has been erected, or the construction thereof is substantially advanced in such a manner that the same violates the restrictions contained in this Declaration or in such a manner that the same encroaches upon any property line or easement area, the Declarant reserves for itself the right to release the Lot from the restriction from which it violated and to grant an exception to permit the encroachment by the structure over the property line, or in the easement area, so long as the Declarant agrees and determines that the release or exception will not materially and adversely affect the health and safety of Owners, the value of adjacent Lots and the overall appearance of the Property. ARTICLE XIII. RIGHTS GRANTED BY DECLARANT Section 1. Thornbrooke Roadways. Most of the roadways within Thornbrooke will be owned and maintained by the City of Sanford. For roads that are not dedicated to and maintained by the City, each Owner and its guests and invitees, and all delivery, pickup and fire protection services, police and other authorities of the law, United States mail carriers, representatives of utilities authorized by the Declarant or Association to serve the Property, holders of mortgage liens on any Lot and such other persons as the Declarant or the Association has designated or may from time to time designate, shall have the non - exclusive and perpetual right of ingress and egress over such roadways. Section 2. Thornbrooke Roadways and Parking Areas. The Thornbrooke roadways and rights -of -way that are not dedicated to the City of Sanford for ownership and maintenance shall constitute part of the Common Area. Certain parking facilities within Thornbrooke, to the extent not owned or conveyed as part of a Lot or designated for the exclusive use of a particular Lot Owner to the exclusion of other Owners, may constitute Common Area if so designated by the Declarant. Each Owner and its guests, invitees, all delivery, pick up, fire protection services, police, other authorities of the law, mail carriers, representatives of utilities authorized by the Declarant or the Association to serve the Property and such other Persons as the Declarant or the Association has designated or may designate, shall have the non - exclusive and perpetual right of ingress or egress for pedestrian and vehicular access over and across the Thornbrooke roadways that are not dedicated to the City of Sanford and all Common Area parking, subject to matters referenced in Articles III and XI hereof. Parking on Lots is restricted to garages and driveways only. Owners are prohibited from parking on Thornbrooke roadways. ARTICLE XIV. DISPUTE RESOLUTION Section 1. In General. This Article XII contains procedures concerning disputes between an Owner and the Association, as well as between (i) an Owner and /or Declarant and (ii) the Association and Declarant, related to the Thornbrooke or each other. Regarding disputes between an Owner and Declarant, the procedures in this Article XII do not replace Declarant's customer or warranty service procedures, and Owners are encouraged to resolve disputes through those procedures prior to initiating any procedures hereunder. -26- JAX11798314_18 Section 2. Disputes Between Association and Owners. All disputes, controversies, claims and demands between the Association and any Owner pertaining to the subject areas described in Article XII shall be governed by the procedures set forth in herein. Section 3. Disputes Between Association/Owner and Declarant. Any and all claims, disputes and /or other controversy between the Association or any Owner and Declarant (or any affiliated general contractor or affiliated contractor, or any officer, director, member, shareholder, partner, employee or agent thereof, individually and collectively referred to as "Declarant" for purposes of this Article) or any non - affiliated general contractor, non - affiliated contractor, subcontractor, material supplier, individual product manufacturer, design professional or any other person or entity that provided materials, labor or other services to the Property or a Residential Unit on behalf of Declarant, relating to this Declaration, the use, condition, design, specifications, surveying, grading, construction, installation, budgeting and /or performance of any Improvements in the Common Area or the Residential Unit, whether based in contract, tort or statute violation, shall be subject to the provisions set forth in Section 4 of this Article XII of this Declaration, and /or, with respect to any such disputes between an Owner and Declarant, the provisions of the purchase agreement between such Owner and Declarant and /or the provisions of any warranty provided by Declarant to such Owner. Section 4. Dispute Resolution. ANY AND ALL CLAIMS, CONTROVERSIES, BREACHES OR DISPUTES BY OR BETWEEN ANY OWNER AND THE ASSOCIATION AND /OR DECLARANT (COLLECTIVELY REFERRED TO AS THE 'BOUND PARTIES" AND INDIVIDUALLY AS A 'BOUND PARTY "), ARISING OUT OF OR RELATED TO THE PROPERTY, THE SUBDIVISION OR COMMUNITY OF WHICH THE PROPERTY IS A PART, THE SALE OF THE PROPERTY BY DECLARANT, OR ANY TRANSACTION RELATED THERETO, WHETHER SUCH DISPUTE IS BASED ON CONTRACT, TORT, STATUTE OR EQUITY, INCLUDING WITHOUT LIMITATION, ANY DISPUTE OVER (a) BREACH OF CONTRACT, (b) NEGLIGENT OR INTENTIONAL MISREPRESENTATION OR FRAUD, (c) NONDISCLOSURE, (d) BREACH OF ANY ALLEGED DUTY OF GOOD FAITH AND FAIR DEALING, (e) ALLEGATIONS OF LATENT OR PATENT DESIGN OR CONSTRUCTION DEFECTS, INCLUDING WITHOUT LIMITATION, PURSUANT TO THE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES, (f) THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PLANNING, SURVEYING, DESIGN, ENGINEERING, GRADING, SPECIFICATIONS, CONSTRUCTION OR OTHER DEVELOPMENT OF THE PROPERTY, THE PARCEL /TRACT OR THE COMMUNITY OF WHICH THE PROPERTY IS A PART, (g) DECEPTIVE TRADE PRACTICES, OR (h) ANY OTHER MATTER ARISING OUT OF OR RELATED TO THE INTERPRETATION OF ANY TERM OR PROVISION OF THIS DECLARATION, OR ANY DEFENSE GOING TO THE FORMATION OR VALIDITY OF THIS DECLARATION, OR ANY PROVISION OF THIS DECLARATION OR ANY EXHIBITS HERETO (EACH A "DISPUTE "), SHALL BE ARBITRATED PURSUANT TO THE FEDERAL ARBITRATION ACT AND SUBJECT TO THE PROCEDURES SET FORTH AS FOLLOWS: (c) THIS AGREEMENT TO ARBITRATION SHALL BE DEEMED TO BE A SELF-EXECUTING ARBITRATION AGREEMENT. ANY DISPUTE CONCERNING THE INTERPRETATION OR THE ENFORCEABILITY OF THIS ARBITRATION AGREEMENT, INCLUDING WITHOUT LIMITATION, ITS REVOCABILITY OR VOID ABILITY FOR ANY CAUSE, ANY CHALLENGES TO THE ENFORCEMENT OF THIS ARBITRATION AGREEMENT, OR THE SCOPE OF ARBITRATABLE ISSUES UNDER THIS ARBITRATION AGREEMENT, -27- JAX \1798314_18 AND ANY DEFENSE RELATING TO THE ENFORCEMENT OF THIS ARBITRATION AGREEMENT, INCLUDING WITHOUT LIMITATION, WAIVER, ESTOPPEL OR LACHES, SHALL BE DECIDED BY AN ARBITRATOR IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT AND NOT BY A COURT OF LAW. (d) IN THE EVENT THAT A DISPUTE ARISES BETWEEN THE BOUND PARTIES, SUCH DISPUTE SHALL BE RESOLVED BY AND PURSUANT TO THE ARBITRATION RULES AND PROCEDURES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES ( "JANIS ") IN EFFECT AT THE TIME THE REQUEST FOR ARBITRATION IS SUBMITTED. IN THE EVENT JAMS IS FOR ANY REASON UNWILLING OR UNABLE TO SERVE AS THE ARBITRATION SERVICE, THE BOUND PARTIES SHALL SELECT ANOTHER REPUTABLE ARBITRATION SERVICE. IF THE BOUND PARTIES ARE UNABLE TO AGREE ON AN ALTERNATIVE SERVICE, THEN EITHER BOUND PARTY MAY PETITION ANY COURT OF COMPETENT JURISDICTION IN THE COUNTY IN WHICH THE PROPERTY IS LOCATED TO APPOINT SUCH AN ALTERNATIVE SERVICE, WHICH SHALL BE BINDING ON THE BOUND PARTIES, THE RULES AND PROCEDURES OF SUCH ALTERNATIVE SERVICE IN EFFECT AT THE TIME THE REQUEST FOR ARBITRATION IS SUBMITTED SHALL BE FOLLOWED. (e) The Bound Parties expressly agree and acknowledge that this Declaration involves and concerns interstate commerce and is governed by the provisions of the Federal Arbitration Act (9 U.S.C. §1 et seq.) now in effect and as the same may from time to time be amended, to the exclusion of any different or inconsistent state or local law, ordinance, regulation or judicial rule. Accordingly, any and all Disputes shall be arbitrated -- which arbitration shall be mandatory and binding -- pursuant to the Federal Arbitration Act. (f) This arbitration agreement shall inure to the benefit of, and be enforceable by, each Owner, Declarant and Declarant's Affiliates and related entities, the Association, and each of their respective employees, officers, directors, agents, representatives, contractors, subcontractors, agents, vendors, suppliers, design professionals, insurers and any other person whom any Owner or the Association contends is responsible for any alleged defect in or to the Property or any improvement or appurtenance thereto. The Bound Parties contemplate the inclusion of such Bound Parties in any arbitration of a Dispute and agree that the inclusion of such Bound Parties will not affect the enforceability of this arbitration agreement. (g) In the event any Dispute arises under the terms of this Declaration or in the event of the bringing of any arbitration action by a Bound Party hereto against another Bound Party hereunder by reason of any breach of any of the covenants, agreements or provisions on the Bound Party of the other Bound Party arising out of this Declaration, then in that event the prevailing party shall be awarded from the other party all costs and expenses in any way related to the Dispute, including actual attorney and paralegal's fees, accounting and engineering fees, and any other professional fees resulting there from as awarded by court or arbitrator. (h) The arbitrator shall be authorized to provide all recognized remedies available in law or in equity for any cause of action that is the basis of the arbitration. -28- JAX \1798314_18 (i) The decision of the arbitrator shall be final and binding. The Bound Parties expressly agree that an application to confirm, vacate, modify, or correct an award rendered by the arbitrator shall be filed in any court of competent jurisdiction in the County in which the Property is located. (j) To the extent that any state or local law, ordinance, regulation, or judicial rule is inconsistent with any provision of the rules of the arbitration service under which the arbitration proceeding shall be conducted, the latter rules shall govern the conduct of the proceeding. (k) The participation by any party, or any party whom the Association or any Owner contends is responsible for a Dispute, in any judicial proceeding concerning this arbitration agreement or any matter arbitrable hereunder shall not be asserted or accepted as a reason to delay, to refuse to participate; in arbitration, or to refuse to compel arbitration, including instances in which the judicial proceeding. involves parties not subject to this arbitration agreement and /or who cannot otherwise be compelled to arbitrate. (1) Fees and costs of the arbitration and /or the arbitrator shall be borne equally by the Bound Parties to the arbitration; provided, however, that the fees and costs of the arbitration and /or the arbitrator ultimately shall be allocated and borne as determined by the arbitrator. Notwithstanding the foregoing, the Bound Parties shall each be solely responsible for their own attorney fees and expert witness costs. (m) The arbitrator appointed to serve shall be a neutral and impartial individual. (n) The venue of the arbitration shall be in the County where the Property is located unless the parties agree in writing to another location. (o) If any provision of this arbitration agreement shall be determined to be unenforceable or to have been waived, the remaining provisions shall be deemed to be severable therefrom and enforceable according to their terms. (p) The parties to the arbitration shall have the right to conduct a reasonable amount of discovery, including written discovery, depositions and Inspections and testing, all as approved and coordinated by the arbitrator. (q) Any and all Disputes between Declarant and the Association arising from or related to the Thornbrooke, this Declaration or any other agreements between Declarant and the Association shall be resolved in accordance with this Declaration. (r) Pre - Arbitration Dispute Resolution Provision: For all Disputes, the Bound Parties agree to follow the pre - arbitration procedures set forth below. The Dispute resolution provisions of this Declaration are intended to grant certain rights to Declarant and /or the Association which are in addition to those rights provided in Chapter 558, Florida Statutes ( "Chapter 558 Notice of Claim "), as it exists at the time this Declaration is recorded. If a court of law should determine that any of the terms of this Declaration conflict with any of the terms of Chapter 558 Notice of Claim, the terms of Chapter 558 Notice of Claim shall supersede and control to the extent of such conflict. -29- JAX \1798314_18 (s) Notification. The Association and all Owners agree to provide Declarant with written notice of any matters relating to a Dispute as soon as is reasonably possible after the Association or any Owner becomes aware, or should have become aware, of such matters and Dispute. Additionally, in accordance with the requirements of Chapter 558 Notice of Claim, the Association and all Owners must comply with and is hereby advised of the following: ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. (ii) Cooperation; Access; Repair. The Association and each Owner agree to provide Declarant and its :representatives, contractors and others as Declarant may request, with prompt, reasonable cooperation, which may, for example, include access to all portions of the Property, in order to facilitate Declarant's investigation regarding a Dispute including, without limitation, for purposes of inspecting, testing, repairing, replacing, correcting or otherwise addressing matters related to the Dispute. If the Dispute arises out of or relates to the planning, surveying, design, engineering, grading, specifications, construction or other development of the Property, Declarant is hereby granted the irrevocable right, but is under no obligation, to inspect, repair and /or replace any and all affected parts of the Property. NOTICE: THE BOUND PARTIES AGREE TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS ARBITRATION AGREEMENT (ARTICLE XII OF THIS DECLARATION) ENTITLED, "DISPUTE RESOLUTION - ARBITRATION" DECIDED BY NEUTRAL ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT, AND THE BOUND PARTIES ARE GIVING UP ANY RIGHTS THE BOUND PARTIES MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. THE BOUND PARTIES ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS ARBITRATION AGREEMENT. IF ANY OWNER OR DECLARANT AND /OR THE ASSOCIATION REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THE OWNER OR DECLARANT AND /OR THE ASSOCIATION MAY BE COMPELLED TO ARBITRATE UNDER THE FEDERAL ARBITRATION ACT. THE BOUND PARTIES' AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. THIS DECLARATION PROVIDES THAT ALL DISPUTES BETWEEN THE BOUND PARTIES WILL BE RESOLVED BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH ABOVE. THIS MEANS THAT THE BOUND PARTIES EACH GIVE UP THE RIGHT TO GO TO COURT OR TO A JURY TO ASSERT OR DEFEND RIGHTS UNDER THIS DECLARATION. THE BOUND PARTIES RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT BY A JUDGE OR JURY. THE BOUND PARTIES ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN THE RULES FOLLOWED IN A COURT, ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. THE BOUND PARTIES UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT ALL DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS ARTICLE ENTITLED "DISPUTE RESOLUTION - ARBITRATION" TO NEUTRAL, BINDING ARBITRATION. -30- JAX11798314_I8 ARTICLE XV. GENERAL PROVISIONS Section 1. Duration. The Covenants, Conditions and Restrictions of this Declaration run with and bind the Property, and shall inure to the benefit of and be enforceable by the Association, the Declarant or the Owner of any portion of the Property, their respective legal representatives, heirs, successors, and assigns, through December 31, 2038. The tenn hereof shall be automatically extended for consecutive terms of ten (10) years unless seventy -five percent (75 %) of the then - Owners of Thornbrooke (and the Declarant to the extent of provisions benefitting such party) shall consent to termination of this Declaration. Termination shall be evidenced by an instrument executed by not less than seventy -five percent (75 %) of the then - Owners of Thornbrooke and the Declarant and recorded in the Public Records of Seminole County, Florida. Section 2. Notices. Any notice required to be sent to any member or owner under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postage paid, to the last known address of the person who appears as member or Owner on the records of the Association at the time of such mailing. Section 3. Enforcement. Enforcement of these covenants and restrictions shall be by any proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction, either to restrain violation or to recover damages, and against the land to enforce any lien created by these covenants. Failure by the Association, the Declarant or any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. Section 4. Severability. Invalidation of any portion of this Declaration by judgment or court order shall in no way affect any other provision hereof, which shall remain in full force and effect. Section 5. Effective Date. This Declaration shall become effective upon its recordation in the Public Records of Seminole County, Florida. Section 6. Delegation of Services/Management. The Association and the Board shall be authorized to delegate any of the services to be provided by the Association under the tenns of this Declaration to a private company, public agency or publicly regulated authority or agency which, in the opinion of the Board, shall make such services available to the Association in a reasonable manner. The Board shall also have the right to designate such party as the Board shall select as a manager to provide or cause to be provided the services for which assessments are made and set forth in this Declaration and to administer all activities of the Association. Any such manager shall be entitled to a reasonable management fee for the provision of such services, which fee shall constitute part of the expenses of the Association to be funded by the annual assessments set forth herein. Section 7. Amendment. This Declaration may be amended at any time and from to time upon the execution and recordation of an instrument executed by the Board of Directors of the Association, provided that so long as Declarant is the owner of any Lot or any Property affected by this Declaration, or amendment hereto, or appoints a Director of the Association, no amendment will be effective without Declarant's express written joinder and consent; provided, however, Declarant has the express power to amend this Declaration pursuant to Article II hereof without the consent or joinder of any party. -31- JAX \1798314_18 Section 8. Effect of Declaration. Notwithstanding anything contained in this Declaration to the contrary, neither this Declaration nor any term or provision hereof, including the obligation to pay assessments or lien therefor, shall constitute a defect, encumbrance, lien or cloud upon the title of any property other than the real property as described on Exhibit "A" attached, until such time as this Declaration is specifically supplemented to include such additional property by recording of a supplementary declaration as to such property in the Public Records of Seminole County, Florida as provided in Article II hereof. Nothing contained herein shall be deemed to require the Declarant to include any property not included within the Property described on Exhibit "A" within this Declaration or subject to any such property to administration by the Association and such inclusion shall be at the option of Declarant. Section 9. Limited Liability. In connection with all reviews, acceptances, inspections, permissions, consents or required approvals by or from the Declarant or the Association contemplated under this Declaration, neither the Declarant nor the Association shall be liable to an Owner or to any other person on account of any claim, liability, damage or expense suffered or incurred by or threatened against an owner or such other person and arising out of or in any way relating to the subject matter of any such reviews, acceptances, inspections, permissions, consents or required approvals, whether given, granted or withheld. Section 10. Consent of Declarant. If consent of the Declarant is required by this Declaration, such consent must be granted by Declarant, or its respective successors or assigns. [Signatures on Following Page] -32- JAX \1 798314_ 18 IN WITNESS WHEREOF, the Declarant has caused this instrument to be executed by the undersigned, duly authorized officer, the day and year first above written. DECLARANT: Signed, sealed and delivered in the presence TAYLOR MORg I OF FLORIDA, INC., a of: t r Florida corporation By: <_ Name: Its: TV k STATE OF FLORIDA COUNTY OFi- t\ I HEREBY CERTIFY that on 4iis day, before me, an officer duP; auth (rized, to take acknowledgements, personally appeared r who is fe6" "J' -'t'1 Taylor Morrison of Florida, Inc., a Florida corporati , a d acknowledged before me that he executed the foregoing Declaration in the name of and on behalf of said corporation. ,� WITNESS my hand and official seal in the County and State aforesaid, this 01 day of 2015. .®s.�..,o....,�.�,. ,,,���, 'Av , {to of Flo ' a a� AILIA -A al�1'1'1�llli ! F '1 Cy IMWY lubk , Vft ol' Hotih' Ptinted Nam My CwA. Ex*ti Feb 10,2017 Commission Number. CWmftaion • EE 872978 " Commission expires: lip A) D -33- Jnxv»9s31a 18 Exhibit "A" Legal Description of Property A parcel of land being part of Lots 90 and 93, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDAL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northwest corner of Section 27, Township 19 South, Range 30 East, Seminole County; thence 5.00 °09'03 "E., along the West line of said Section 27, a distance of 15.00 feet; thence N.89 °5749 "E., a distance of 15.00 feet to the Northwest corner of Lot 90, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDAL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida.; thence continue N89 °57'49 "E along the North line of said Lot 90, a distance of 25.00 feet to the POINT OF BEGINNING; thence continue N.89 °5749 "E., along the North line of said Lot 90, a distance of 620.04 feet to the East line of said Lot 90; thence 5.00 °08'28 "E., along the East line of said Lots 90 and 93, a distance of 1,073.98 feet; thence 5.89 °5749 "W., a distance of 619.86 feet; thence N.00 °09'03 "W., parallel to and 25.00 feet Easterly of the West line of said Lots 90 and 93, a distance of 1,073.98 feet to the POINT OF BEGINNING. Containing 665,814 square feet or 15.285 acres, more or less. A parcel of land being Lot 74 and parts of Lots L, 75 and 80, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDAL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest corner of Section 27, Township 19 South, Range 30 East, Seminole County; thence S.89 °58'38 "W., along the North line of Section 28, Township 19 South, Range 30 East, a distance of 1,306.01 feet; thence N.00 °12'21 "W., a distance of 15.00 feet to the Southwest corner of Lot L, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDAL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida.; thence continue N.00 °1221 "W., along the West line of said Lot L, a distance of 15.00 feet to the POINT OF BEGINNING; thence continue N.00 °12'21 "W., along the West line of said Lots L and 74, a distance of 1,274.52 feet to the Northwest corner of said Lot 74; thence N.89 °58'00 "E., along the South line of said Lots 74 and 75, a distance of 1,265.04 feet; thence 5.00 °14'55 "E., parallel to and 25.00 feet Westerly of the East line of said Lot 75, a distance of 495.18 feet; thence 5.89 °45'05 "W., a distance of 222.50 feet; thence 5.00 °14'55 "E., a distance of 778.70 feet; thence 5.89 °58'38 "W., parallel to and 15.00 feet Northerly of the South line of said Lots 80 and L, a distance of 1,043.48 feet to the POINT OF BEGINNING. Containing 1,439,708 square feet or 33.051 acres, more or less. V_ IIM_ ! A parcel of land being part of Lots 89 and 94, FLORIDA LAND & COLONIZATION COMPANY LIMITED W. BEARDAL'S MAP OF ST. JOSEPHS, according to the plat thereof, as recorded in Plat Book 1, Page 114, of the Public Records of Seminole County, Florida. being more particularly described as follows: Commence at the Northwest corner of Section 27, Township 19 South, Range 30 East, Seminole County; thence 5.00 °09'03 "E., along the West line of said Section 27, a distance of 30.00 feet; thence 5.89 °58'38 "W., a distance of 40.00 feet to the POINT OF BEGINNING; thence 5.00 °09'03 "E., parallel to and 25.00 feet Westerly of the East line of said Lots 89 and 94, a distance of 803.85 feet; thence N.89 °5758 "W., a distance of 620.43 feet to the West line of said Lot 94; thence N.00 °09'24 "W., along the West line of said Lots 94 and 89, a distance of 803.24 JAX \1798314_18 feet; thence N.89 °58'38 "E., parallel to and 15.00 feet Southerly of the North line of said Lot 89, a distance of 620.50 feet to the POINT OF BEGINNING. Containing 498,575 square feet or 11.446 acres, more or less. JAX11798314_18 Exhibit "B" BY -LAWS OF THORNBROOKE HOMEOWNERS ASSOCIATION, INC. A Corporation Not - for - Profit Under the Laws of the State of Florida DEFINITIONS All terms in these By -Laws shall have the meanings as set forth in the Declaration of Covenants, Conditions and Restrictions for THORNBROOKE HOMEOWNERS ASSOCIATION, INC. BOOKS AND PAPERS The books, records and papers of the Association shall, at all times, during reasonable business hours, be subject to the inspection of any Member of the Association. MEMBERSHIP Membership of the Association is as set forth in Article 6 of the Articles of Incorporation of the Association. The rights of membership are subject to the payment of annual and special Assessments levied by the Association, the obligation of which Assessments is imposed against each Owner of, and becomes a lien upon, that portion of the Property against which such Assessments are made as provided in the Declaration. After Turnover or Transition (as defined in Section 720.307, Florida Statutes), the Directors of the Association shall be elected at the annual meeting of the Members except as otherwise specified in the Articles of Incorporation. The election shall be decided by a majority of votes cast either by Members present in person or by written ballots cast prior to or at the annual meeting. The election shall be valid notwithstanding whether there was a quorum at the meeting. Any director (other than a director designated by the Declarant) may be removed from office at any time with or without cause by the affirmative majority vote of the Association membership cast at a meeting at which a quorum is present. After Turnover, the first meeting of the duly elected Board of Directors, for the purposes of organization, shall be held immediately after the annual meeting of Members, provided the majority of the members of the Board elected be present. Any action taken at such meeting shall be by a majority of the whole Board. If the majority of the members of the Board elected shall not be present at that time, or if the directors shall fail to elect officers, the meeting of the Board to elect officers shall then be held within thirty (30) days after the annual meeting of Members upon three (3) days' notice in writing to each member of the Board so elected, stating the time, place and object of such meeting. JAX\ 1798314_ 18 Subject to the provisions of Section 4.6 below, regular meetings of the Board of Directors may be held at any place or places in Florida as designated by the Board, on such days and at such hours as the Board of Directors may, by resolution, designate. Subject to the provisions of Section 4.6 below, special meetings of the Board of Directors may be called at any time by the President or by any two (2) members of the Board and may be held any place or places within Florida as designated by the Board, and at any time. Except only for meetings between the Board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be protected by the attorney- client privilege, regular arid/or special meetings of the Board of Directors shall be open to all Owners, and notices of Board meetings shall be posted in a conspicuous place on the property governed by the Association at least forty eight (48) hours prior to the meeting, except in the event of an emergency. In the alternative, if notice is not conspicuously posted, notice of the Board meeting must be mailed or delivered to each Member at least seven (7) days before the meeting, except in an emergency. Notwithstanding this general notice requirement, notice of any meeting in which Assessments against Lots or Units are to be considered shall specifically contain a statement to that effect as well as a statement of the nature of such Assessments and shall be provided to each Owner not less than fourteen (14) days prior to the meeting. Directors (including affiliates of the Declarant) shall have the absolute right to resign at any time and the remaining directors in office shall then fill the vacancies, provided that if all directors resign, a special meeting of Members shall be called as soon as possible for the purpose of electing new directors and the resignations of such directors shall not be effective until such election is held and new directors are elected, except that if no meeting is held or no directors are elected after two (2) attempts to call and hold such meeting, the resignations shall become effective simultaneously with the date and time of the scheduled second meeting, whether held or not or whether new directors are elected or not. Notwithstanding anything herein contained to the contrary, in the event that a Director appointed by the Declarant resigns, said seat shall be filled by a replacement designated by the Declarant rather than by the remaining directors. Directors may not vote by proxy or secret ballot; provided, however, that secret ballots may be used for the election of officers. This subsection also applies to the meetings of any committee or other similar body, when a final decision will be made regarding the expenditure of Association funds, and to anybody vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community. The Directors of the Association have a fiduciary duty to the Owners of Lots or Units governed by the Association. Members have the right to attend all meetings of the Board and to speak on any matter placed on the agenda by petition of the voting interests for at least three (3) minutes. The Association may adopt written reasonable rules expanding the right of Members to speak and governing the frequency, duration and other manner of Member statements, which rules must be consistent with this paragraph and may include a sign -up sheet for Members wishing to speak. Notwithstanding any other law, the requirement that Board meetings and committee meetings be open to the Members is inapplicable to meetings JAX \1798314_18 between the Board or a committee and the Association's attorney, with respect to meetings of the Board held for the purpose of discussing personnel matters. If 20 percent of the total voting interests petition the Board to address an item of business, the Board shall, at its next regular Board meeting, or at a special meeting of the Board, but not later than 60 days after the receipt of the petition, take the petitioned item up on an agenda. The Board shall give all Members 14 days' notice of the meeting at which the petitioned item shall be addressed. Each Member shall have the right to speak for at least three (3) minutes on each matter placed on the agenda by petition, provided that the Member signs the sign -up sheet, if one is provided, or submits a written request to speak prior to the meeting. Other than addressing the petitioned item at the meeting, the Board is not obligated to take any other action requested by the petition. RECALL OF DIRECTORS Subject to the provisions of Section 720.307, Florida Statutes, regarding transition of Association control, any member of the Board or Directors may be recalled and removed from office with or without cause by a majority of the total voting interests in accordance with the provisions of Section 720.303 (10), Florida Statutes. OFFICERS Any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors at any duly called regular or special meeting of the Board. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Members of the Association and of the Board of Directors. He shall have the general powers and duties of supervision and management of the Association which usually pertain to his office and shall perform all such duties as are properly required of him by the Board of Directors. The Board of Directors shall elect at least one (1) Vice President, who shall have such powers and perform such duties as usually pertain to such office or as are properly required of him by the Board of Directors. In the absence or disability of the President, any Vice President shall perform the duties and exercise the powers of the President. If more than one (1) Vice President is elected, the Board shall designate which Vice President is to perforn which duties. The Secretary shall issue notices of all meetings of the membership of the Association and the directors where notices of such meetings are required by law or in these Bylaws. He shall keep the minutes of the meetings of the membership and of the Board of Directors. The Treasurer shall have the care and custody of all the monies and securities of the Association. He shall enter on the books of the Association, to be kept by him for that purpose, full and accurate accounts of all monies received by him and paid by him on account of the Association. He shall sign such instruments as require his signature and shall perform all such duties as usually pertain to his office or as are properly required of him by the Board of Directors. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting. The officers of the Association have a fiduciary duty to the Owners of Lots governed by the Association. JAX11798314_18 MEETINGS OF MEMBERS The regular annual meeting of the Members shall be held each year on a date and at such time and place as shall be detennined by the Board of Directors. The election of directors shall be held at, or in conjunction with, the annual meeting. Special meetings of the Members for any purpose may be called at any time by the President, the Vice President, the Secretary or the Treasurer, or by any two (2) or more members of the Board of Directors, or upon written request of the Members who have a right to vote 10 percent of all the votes of the entire membership, or who have a right to vote 10 percent of the votes of the Class A membership. Business conducted at a special meeting shall be limited to the purposes set forth in the notice of meeting. Notice may be given to the Members either personally, or by sending a copy of the notice through the mail, postage thereon fully paid, to the addresses appearing on the records of the Association. Each Member shall register his address with the Secretary, and notices of meetings shall be mailed to him at such address. Notice of any meeting, regular or special, shall be mailed or personally delivered at least fourteen (14) days in advance of the meeting and shall set forth the general nature of the business to be transacted; provided, however, that if any business of any meeting shall involve any action governed by the Articles of Incorporation, notice of such meeting shall be given or sent as therein provided. The presence in person or by proxy at the meeting of Members entitled to cast at least 30 percent of the votes of the membership shall constitute a quorum for any action governed by these By -Laws. Unless a greater percentage is expressly required, decisions of the Members shall be made by a majority of the voting interests represented at a meeting at which a quorum is present. Members have the right to vote in person or by proxy. To be valid, a proxy must be in writing and be signed by the Member and the proxy must state the date, time and place of the meeting for which it was given. A proxy is effective only for the meeting for which it was given, as the meeting may be legally adjourned and reconvened from time to time, and automatically expires ninety (90) days following the date of the meeting for which it was originally given. A proxy is revocable at any time at the pleasure of the person who executes it. If the proxy form so provides, the proxy holder may appoint, in writing, a substitute to act in the proxy holder's place. Any Owner may tape record or videotape meetings of the Members, subject, however, to the rules established from time to time by the Board regarding such tapings. Except when specifically or impliedly waived by the chairman of a meeting (either of Members or Directors), Roberts' Rules of Order (latest edition) shall govern the conduct of Association meetings when not in conflict with the Declaration, the Articles or these By -Laws; provided, however, that a strict or technical reading of said Roberts' Rules of Order shall not be made as to frustrate the will of the persons participating; in said meeting. ._ U_ _ 01.1 UT 1 These By -Laws may be amended, at a regular or special meeting of the Board, by a vote of two - thirds (2/3r`') of the votes of the Directors, provided that the notice to the Members of the meeting JAK \1798314_18 discloses the information that the amendment of the By -Laws is to be considered; provided, however, the provisions which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law, and provided further, that any matters stated herein to be or which are in fact governed by the Declaration may not be amended except as provided in such Declaration. Anything to the contrary herein notwithstanding, the Declarant shall have the absolute right to amend these By -Laws and the Articles of Incorporation prior to the Turnover or Transition of control to the Members as provided in Section 720.307, Florida Statutes. In case of any conflict between the Articles of Incorporation and these By -Laws, the Articles shall control; and in case of any conflict between the Declaration and these By -Laws, the Declaration shall control. OFFICIAL RECORDS From the inception of the Association, the Association shall maintain each of the following, where applicable, which shall constitute the official records of the Association: A photocopy of any plans, specifications, permits and warranties related to improvements constructed on the Common Property or other property that the Association is obligated to maintain, repair or replace; A photocopy of the By -Laws of the Association and all amendments thereto; A certified copy of the Articles of Incorporation of the Association or other documents creating the Association and all amendments thereto; A photocopy of the Declaration and all amendments thereto; A copy of the current Rules and Regulations of the Association; The minutes of all meetings of the Association, of the Board of Directors, and of Members, which minutes shall be retained for a period of not less than seven (7) years; A current roster of all Owners, their mailing addresses and Lot or Unit identifications; All current insurance policies of the Association or a copy of each such policy, which policies shall be retained for a period of not less than seven (7) years; A current copy of all contracts to which the Association is a party, including, without limitation, any management agreement, lease or other contract under which the Association has an obligation or responsibility; Bids received by the Association for any work to be performed on behalf of the Association, which bids shall be retained for a period of not less than one (1) year; All other written records of the Association not specifically included in the foregoing which are related to the operation of the Association; and JAX\1798314_18 Financial and accounting records for the Association maintained in accordance with good accounting practices. All financial and accounting records shall be maintained for a period of not less than seven (7) years. The financial and accounting records shall include, but not be limited to: Accurate, itemized and detailed records for all receipts and expenditures; A current account and a periodic statement of the account for each Member of the Association, designating the name and current address of each Member, the due date and amount of each Assessment, the date and amount: of each payment on the account, and the balance due; All tax returns, financial statements and financial records of the Association; and Any other records that identify, measure, record or communicate financial information. Notwithstanding the provisions of this paragraph, the following records shall not be accessible to Members or Unit Owners: (1) 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, but not limited to, any record prepared by an Association attorney or prepared at the attorney's express direction which reflects a mental impression, conclusion, litigation strategy, or legal theory of the attorney or the Association and was prepared exclusively for civil or criminal litigation or for adversarial administrative proceedings or which was prepared in anticipation of imminent civil or criminal litigation or imminent adversarial administrative proceedings until the conclusion of the litigation or adversarial administrative proceedings. (2) Information obtained by the Association in connection with the approval of the lease, sale, or other transfer of a parcel. (3) Disciplinary, health, insurance, and personnel records of the Association's employees. (4) Medical records of Unit Owners or community residents. The Association or its agent is not required to provide a prospective purchaser or lienholder with information about the residential subdivision or the Association other than infonnation or documents required by Chapter 720, Florida Statutes, to be made available or disclosed. The Association or its authorized agent may charge a reasonable fee to the prospective purchaser or lienholder or the current parcel owner or member for providing good faith responses to requests for infonnation by or on behalf of a prospective purchaser or lienholder, other than that required by law, if the fee does not exceed $150.00 plus the reasonable cost of photocopying and any attorney's fees incurred by the Association in connection with the response. BOOKS AND PAPERS; FISCAL YEAR; MINUTES; BUDGETS; FINANCIAL REPORTS The official records shall be maintained within the State of Florida and must be open to inspection and available for photocopying by any Association Member or the authorized agent(s) of JAX11798314_ 18 such Member at all reasonable times and places within ten (10) business days after receipt of a written request for access. The Association may ,adopt reasonable written rules regarding the frequency, tune, location, notice and manner of inspections and may impose fees to cover the costs of providing copies of the official records, including, without limitation, the costs of copying, but may not impose a requirement that a Unit Owner demonstrate any proper purpose for the inspection, state any reason for the inspection, or limit a Unit Owner's right to inspect records to less than one 8 -hour business day per month. The Association may charge up to 50 cents per page for copies made on the Association's photocopier. If the Association does not have a photocopy machine available where the records are kept, or if the records requested to be copied exceed 25 pages in length, the Association may have copies made by an outside vendor and may charge the actual cost of copying. If the Association has a photocopy machine available where the records are maintained, it must provide Unit Owners with copies on request during the inspection if the entire request is limited to no more than 25 pages. The Association shall maintain an adequate number of copies of the recorded Declaration, Articles, By -Laws and any rules to ensure their availability to Members and prospective Members and may charge only its actual costs for reproducing and furnishing these documents. The fiscal year of the Association shall be the 12 -month period commencing January I st and terminating December 31 st of each year. Minutes of all meetings of the Members and of the Board must be maintained in written form or in another form that can be converted into written form within a reasonable time. The vote or abstention from voting on each matter voted upon for each director present at a Board meeting must be recorded in the minutes. The Association shall prepare an annual budget reflecting, among other things, the estimated revenues and expenses for the budgeted year and the estimated surplus or deficit for the end of the current year. The budget must separately set out all fees or charges for recreational amenities, whether owned by the Association or another person. The Association shall provide each Member with a copy of the annual budget or a written notice advising that a copy of the budget is available upon request at no charge to the Member. The copy must be provided to the Member in accordance with the time limits set forth in Section 10.1 above. Financial reports shall be prepared and delivered consistent with the requirements of Section 720.303 (6) and (7), Florida Statutes, as amended from time to time. CONTRACTS All contracts as further described in this section or any contract that is not to be fully performed within 1 year after the making thereof for the purchase, lease, or renting of materials or equipment to be used by the Association in accomplishing its purposes under this chapter or the governing documents and all contracts for the provision of services shall be in writing. If a contract for the purchase, lease, or renting of materials or equipment, or for the provision of services, requires payment by the Association that exceeds 10 percent of the total annual budget of the Association, including reserves, the Association must obtain competitive bids for the materials, equipment, or services. Nothing contained in this section shall be construed to require the Association to accept the lowest bid. Notwithstanding the foregoing, contracts with employees of the Association, and contracts for attorney, accountant, architect, JAX \1798314_18 community Association manager, engineering, and landscape architect services are not subject to the provisions of this section. DISCLOSURE Owners shall comply with the disclosure requirements set forth in Part II of Chapter 720, Florida Statutes. JAX \1798314_ 18 Exhibit "C" Articles of Incorporation JAX \1798314_18 H14000072686 ARTICLES OF INCORPORATION FOR THORNBROOKE HOMEOWNERS ASSOCIATION, INC. A Corporation Not - for - Profit Under the Laws of the State of Florida The undersigned incorporator, for the purpose of foie ing a corporation not - for -profit pursuant to the laws of the State of Florida, hereby adopts the following Articles of Incorporation: 1 NAME The name of the corporation is THORNBROOKE HOMEOWNERS ASSOCIATION, INC. For convenience, the corporation shall be referred to in this instrument as the "Association," these Articles of Incorporation as the "Articles" and the By -Laws of the Association as the "B, - Laws." The terms used in these Articles shall have the meanings set forth in the Declaration of Covenants and Restrictions for the Thornbrooke Homeowners Association, hie. recorded in the Public Records of Seminole County Florida, as amended and/or supplemented from time to time. 2 OFFICE The principal office and mailing address of the Association shall be at 151 Soutbhall Lane, Suite 200, Maitland, Florida 32751 or at such other place as may be subsequently designated by the Board of Directors. All books and records of the Association shall be kept at its principal office or at such other place as may be permitted by the Act. 3 RE' EGIST { a D AGENT The initial registered agent is NRAI Services, Inc. whose address is 1200 South Pine Island Road, Plantation, Florida 33324, or at such other place as the Board of Directors may from time to time designate. 4 PURPOSE The objects and purposes of the Association are those objects and purposes as are authorized by the Declaration of Covenants, Conditions and Restrictions for the Thornbrooke Homeowners Association, hie. recorded in the Public Records of Seminole County Florida, as hereafter amended and/or supplemented from time to time (the "Declaration"). The further objects and purposes of the Association are to preserve the values in the Propery and to maintain the Common Area thereof for the benefit of the Owners who become members of the Association. H14000072686 JAX \1748314_18 H14000072686 5 POWERS The powers of the Association shall include and be governed by the following: 5.1 General. The Association shall have all of the common law and statutory powers of a corporation not -for -profit under the Laws of Florida (which are in effect at the time of filing of these Articles) except as expressly limited or restricted by applicable law, the terms of these Articles, the - Declaration or the By -Laws. 5.2 Enumeration. In addition to the powers set forth in Section 5.1 above, the Association shall have all of the powers and duties reasonably necessary to operate the Property pursuant to the Declaration and as more particularly described in the By -Laws, as they may be amended from time to tune, including, but not limited to, the following: (a) To make and collect Assessments and other charges against members as Owners (whether or not such sums are due and payable to the Association), and to use the proceeds thereof in the exercise of its powers and duties, including without limitation for the maintenance and operation of the Surface Water Management System, including but not limited to work within the retention areas, drainage structures or drainage easements. (b) To buy, accept, own, operate, lease, sell, trade and mortgage both real and personal property in accordance with the provisions of the Declaration; provided, however, the Common Area may not be mortgaged without the consent of the Owners with voting power representing two- thirds (2 /3rds) of the votes. (c) To maintain, repair, replace, reconstruct, add to and operate the Common Area and other property to be maintained by the Association pursuant to the Declaration. (d) To purchase insurance upon the Common Area, insurance for the protection of the Association, its officers, directors and Owners, and other insurance required or permitted by the Declaration. (e) To make and amend reasonable rules and regulations for the maintenance, conservation and use of the Property and for the health, comfort, safety and welfare ofthe Owners. (f) To enforce by legal means the provisions of the Declaration, these Articles, the By -Laws, the rules and regulations for the use of the Common Area and applicable law. (g) To contract for the management and maintenance of the Common Area and to authorize a management agent 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 Area with such funds as shall be made available by the Association for such purposes. The Association and its officers -2- H14000072686 JAX \1798314_18 H14000072686 shall, however, retain at all times the powers and duties to make assessments, promulgate rules and execute contracts on behalf of the Association. (h) To employ personnel to perform the services required for the proper operation and maintenance of the Common Area. (i) To execute all documents or consents, on behalf of all Owners (and their mortgagees), required by all governmental 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 or Lot and each Mortgagee of an Owner by acceptance of a lien on said Unit or Lot, appoints and designates the President of the Association as such Owner's agent and attorney -in -fact to execute any and all such documents or consents. (j) To operate, maintain and manage the Stormwater Management System(s) in a manner consistent with the requirements of District Permit No. 40 -117- 115614 -1 and applicable District rules, and shall assist in the enforcement of the reshictions and covenants contained herein. (k) To levy and collect adequate assessments against members of the Association for the costs of maintenance and operation of the Stoimwater Management System. (1) Such assessments, as set forth ill Section 5.2(k) above, shall be used for the maintenance and repair of the Stonnwater Management Systems and mitigation or preservation areas, including but not limited to work within retention areas, drainage structures and drainage easements. 5.3 Association Property. All funds and the title to all properties acquired by the Association and their proceeds shall be held for the benefit and use of the members in accordance with the provisions of the Declaration, these Articles and the By -Laws. Ile Association shall have the power to transfer title to the Common Areas to another not - far -profit corporation in which the members of this Association are also the members. 5.4 Distri bution of Income. The Association shall not pay a dividend to its members and shall make no distribution of income to its members, directors or officers. 5.5 Dissolution. In the event of termination, dissolution or final liquidation of the Association, the responsibility for the operation and maintenance of the stormwater management system must be transferred to and accepted by an entity which complies with Rule 62- 330.310, Florida Administrative Code, and Applicant's Handbook Volume I, Section 12.3, and be approved by the Agency prior to such termination, dissolution or liquidation. 5.6 Limitation. The powers of the Association shall be subject to and shall be exercised in accordance with the provisions hereof and of the Declaration, the By -Laws and applicable law, provided that in the event of conflict, the provisions of applicable law shall control over those of the Declaration and By -Laws. The provisions of the Declaration shall -3- H14000072686 JAX \1 798314_18 H14000072686 control over those of the Articles and By -Laws; the provisions of the Articles shall control over the provisions of the By -Laws. 6 MEMBERS 6.1 Membership. The members of the Association shall consist of the record title owners of Lots or Units within the Property from time to time, which membership shall be appurtenant to and inseparable from ownership of the Lot or Unit. 6.2 Assignment. The share of a member in the fiords and assets of the Association cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to the Lot or Unit for which that share is held. 6.3 Classes of Memberships and Voting Rights. The Association shall have two (2) classes of voting membership: (a) Class A Members shall be all Owners, with the exception of the "Declarant" (as Iong as the Class B Membership shall exist, and thereafter, the Declarant shall be a Class A Member to the extent it would otherwise qualify). Each Class A Member shall have one (1) vote for each Lot owned by such member. (b) Class B Member. The Class B Member shall be Taylor Morrison of Florida, Inc. (the "Declarant"), who shall be entitled to three (3) votes for each Lot owned by the Declarant. The Class B Member will also include any successors or assigns of the named CIass B Member if the Declarant's rights are expressly assigned to such successor or assign. The Class B Membership shall cease and be converted to Class A Membership on the happening of any of the following events: ( "Tumover'): (1) When the total votes outstanding in the Class A Membership equals the total votes outstanding in the Class 13 Membership; (2) Three (3) months after ninety percent (90 %) of the Lots have been conveyed to members of the Association other than the Declarant; (3) In accordance with the turnover rules or requirements of the Act (if sooner than (2) above); or (4) Such earlier date as the Declarant may choose to terminate the CIass B Membership upon notice to the Association. All votes shall be exercised or cast in the manner provided by the Declaration and By- Laws. After Turnover, the Class A Members may vote to elect the majority of the members of the Board. For the purposes of this Article, builders, contractors or others who purchase a Lot for the purpose of the constructing improvements thereon for resale shall not be deemed to be Class A Members. After Turnover, for so long as the Declarant holds for sale in the ordinary course of business at least five percent (5 %) of the Lots within the Property, the Declarant may elect at least one (1) Director. After Turnover, the Declarant will be a Class A Member with respect to the Lots which it owns and shall have all rights and obligations of a Class A Member, -4- H14000072686 JAX \1798314_18 H14000072686 except that it may not cast its votes for the purpose of reacquiring control of the Association. 7 INCORPORATOR The name and address of the Incorporator of this Corporation is: Ellen Avery -Smith 201 South Orange Avenue Suite 720, Orlando, Florida 32801 8 TERM OF EXISTENCE Existence of the Association shall commence with the filing of these Articles of Incorporation with. the Secretary of State, Tallahassee, Florida. The Association shall exist in perpetuity. 9 OFFICERS The affairs of the Association shall be administered by the officers holding the offices designated in the By -Laws. The officers shall be elected by the Board of Directors of the Association at its first meeting following the annual meeting of the members of the Association and shall serve at the pleasure of the Board of Directors. The By -Laws may provide for the removal from office of officers, for filling vacancies and for the duties and qualifications of the officers. The names and addresses of the officers who shall serve until their successors are designated by the Board of Directors are as follows: NAME: ADDRESS: President: Shelley S. Kaercher 151 Southall Lane, Suite 200 Maitland, Florida 32751 Vice President: Esperan2a Maxon 151 Southall Lane, Suite 200 Maitland, Florida 32751 Secretary/Treasurer: Chris Tyree 151 Southall Lane, Suite 200 Maitland, Florida 32751 10 DIRECTORS 10.1 Number and Qualification. The property, business and affairs of the Association shall be -5- H14000072686 JAX11798314_18 H14000072686 managed by a board consisting of the number of directors determined in the manner provided by the By -Laws, but which shall consist of not less than three (3) directors. Prior to Turnover, Directors need not be members of the Association. 10.2 Duties and Powers. All of the duties and powers of the Association existing under the law, the Declaration, these Articles and the By -Laws shall be exercised exclusively by the Board of Directors, its agents, contractors or employees, subject only to approval by Owners when such approval is specifically required. 10.3 EIection and Removal. Directors of the Association shall be elected at the annual meeting of the Members in the manner determined by and subject to the qualifications set forth in the By -Laws. Directors may be removed and vacancies on the Board of Directors shall be filled in the manner provided by the By -Laws. 10.4 Tenn of Declarant's Directors. The Declarant shall appoint the members of the first Board of Directors and their replacements who shall hold office for the periods described hr the By -Laws. 10.5 First Directors, The names and addresses of the members of the first Board of Directors who shall hold office until their successors are elected and have taken office, as provided in the By -Laws, are as follows: NAME ADDRESS Shelley S. Kaercher IS Southall Lane, Suite 200 Maitland, Florida 32751 Esperanza Maxon 151 Southall Lane, Suite 200 Maitland, Florida 32751 Chris Tyree 151 Southall Lane, Suite 200 Maitland, Florida 32751 10.6 Standards. A director shall discharge his duties as a director, including any duties as a member of a Committee: im good faith, with the care as ordinary prudent person in a like position would exercise under similar circumstances; and in a manner reasonably believed to be in the best interests of the Association. Unless a director has knowledge concerning a matter in question that makes reliance unwarranted, a director, in discharging his duties, may rely on information, opinions, reports or statements, including financial statements and other data, if prepared or presented by: one or more officers or employees of the Association whom the director reasonably believes to be reasonable and competent in the manners presented; legal counsel, public accountants or other persons as to matters the director reasonably believes are within the persons' professional or expert competence; or a Committee of which the director is not a member if the director reasonably believes the Committee merits confidence. A director is not liable for any action taken as a director, or any failure to take action, if he performed the duties of his -6- 1114000072686 JAX \1798314_18 H14000072686 office in compliance with the foregoing standards. 11 INDEMNIFICATION PROVISIONS 11.1 Except as provided in Section 617.0834, Florida Statutes, the indemnification provisions of Section 607.0831 Florida Statutes and Section 607.0850, Florida Statutes shall apply to this Association pursuant to the provisions of Section 617.0831, Florida Statutes. However, for purposes of indemnification, the term "Director" does not include a director appointed by the Declarant to the board of directors of this Association. 12 BYLAWS The first By -Laws of the Association shall be adopted by the Board of Directors and may be altered, amended or rescinded in the manner provided in the By -Laws and the Declaration. 13 AMENDMENTS Amendments to these Articles shall be proposed and adopted in the following manner: 13.1 Notice. Notice of a proposed amendment shall be included in the notice of any meeting at which the proposed amendment is to be considered and shall be otherwise given in the time and manner provided in Chapters 617 and 720, Florida Statutes. Such notice shall contain the proposed amendment or a summary of the changes to be affected thereby. 13.2 Adoption. Amendments shall be proposed and adopted in the manner provided in Chapters 617 and 720, Florida Statutes and in the Act (the latter to control over the former to the extent provided for in the Act); provided that in all events such amendments shall be approved by the Owners representing two thirds (213`d� of the votes of the members of the Association who have voting power at the time of such amendment. 13.3 Declarant Amendments. Notwithstanding anything herein contained to the contrary, to the extent lawful, the Declarant may amend these Articles consistent with the provisions of the Declaration allowing certain amendments to be effected by the Declarant alone. 13.4 Recording. A copy of each amendment shall be filed with the Secretary of State pursuant to the provisions of applicable Florida law, and a copy certified by the Secretary of State shall be recorded in the Public Records of Seminole County, Florida with an identification on the first page thereof of the book and page of said public records where the Declaration are recorded which contains, as an exhibit, the initial recording of these Articles. 14 INITIAL REGISTERED OFFICE; ADDRESS AND NAME OF REGISTERED AGENT The initial registered office of this corporation shall be at 1200 South Pine Island Road, Plantation Road, Plantation, Florida 33324 with the privilege of having its office and branch offices at other places within or without the State of Florida. The initial registered agent at that address shall be Kristin Rahm, NRAI Services, Inc. IN WITNESS WHEREOF, the Incorporator has affixed her signature the day and year set forth below. -7- H14000072686 JAX\ 1798314_ 18 H14000072686 Incorporator fj Dated this c 011 day of i c 2014. CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN TI -HS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED. In compliance with the laws of Florida, the following is submitted: That desiring to organize under the laws of the State of Florida with its principal office, as indicated in the foregoing Articles of Incorporation, in the County of Seminole, State of Florida, the Association named in the said articles has named NRAI Services, Inc., whose address is 1200 South Pine Island Road, Plantation, Florida 33324 as its statutory registered agent. Having been named the statutory agent of said Association at the place designated in this certificate, I am familiar with the obligations of that position, and hereby accept the same and agree to act in this capacity, and agree to comply with the provisions of Florida law relative to keeping the registered office open. Krijon Rahm, Assistan ecretary to NRAI Se ices, Inc., Registered Agent DATED this 14 [-k day of , 2014 -8- JAX\ 1798314_ 18 H14000072696 Exhibit "D" Initial Use Restrictions For purposes of these Use Restrictions, unless the context otherwise requires, Owner shall also include the family, invitees, guests, licensees, lessees and sublessees of any Owner, and any other permitted occupants of a Residential Unit. All the Property shall be held, used and enjoyed subject to the following limitations and restrictions, subject to the exemption of Declarant in Article VIII, Section 10 of the Declaration: 1. Nuisance. Subject to allowances for reasonable construction activities, no obnoxious or offensive activity shall be carried on, in or about the Lots or in or about any Improvements, or on any portion of Thornbrooke, nor shall anything be done therein which may be or become an unreasonable annoyance or a nuisance to any Owner. No use or practice shall be allowed in or around the Lots which is a source of annoyance to Owners or occupants of Residential Units or which interferes with the peaceful possession or proper use of the Lots or the surrounding areas. No loud noises or noxious odors shall be permitted in any Improvements or Residential Units. Without limiting the generality of any of the foregoing provisions, no horns, whistles, bells, wind chimes or other sound devices (other than security devices used exclusively for security purposes), noisy or smoky vehicles, large power equipment or large power tools, unlicensed off -road motor vehicles or any items which may unreasonably interfere with television or radio reception of any Owner shall be located, used or placed on any Lot, or exposed to the view of other Owners without the prior written approval of the Architectural Review Board ( "ARB "). 2. No Improper Uses. No improper, offensive, hazardous or unlawful use shall be made of any Lot or the Residential Unit thereon nor shall anything be done thereon tending to cause embarrassment, discomfort, annoyance or nuisance to any person using any portion of the Property. The Property will be subject to, and the Association and each Owner will confonn to and observe, all laws, statutes, ordinances, rules and regulations of the United States of America, the State of Florida, Seminole County, the City of Sanford and any and all other governmental and public authorities and boards or officers of the same relating to such Property and any Improvements thereon or the use thereof. Violations of laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereover relating to any Lot or Residential Unit shall be corrected by, and at the sole expense of the Owner of such Lot. 3. Leases. No portion of a Residential Unit (other than an entire Residential Unit) may be rented. All leases must be in writing and shall have a term of no less than seven (7) months. No Owner may lease his or her Residential Unit more than one (1) time in any 12 -month period, even if a tenant defaults on a lease or abandons the Residential Unit before expiration of the lease term. No lease shall provide for an early lease termination which would reduce a lease term to a period of less than said seven (7) months, except in the event of a default by the tenant. Any lease tenninated as a result of a default or otherwise, shall nevertheless still count towards the foregoing rental limitations. The restrictions on lease terms set forth in this paragraph shall not apply to Residential Units owned or leased by Declarant;, its Affiliates, or persons Declarant approves, in connection with their development, construction, or sale of property in Thornbrooke. All leases must be provided to the Association a minimum of ten (10) days before they are effective. Each Owner must provide tenants with copies of the Thornbrooke Governing Documents prior to the lease effective date. All leases shall provide, and if JAX \1798314_18 they do not so provide then the leases shall be deemed to provide, that the Association shall have the right to terminate the lease upon default by the tenant in observing any of the provisions of this Declaration, the Articles, the By -Laws, applicable rules and regulations, or of any other agreement, document or instrument governing the Lots or Residential Units. The Owner of a leased Residential Unit shall be jointly and severally liable with such Owner's tenant for compliance with Thornbrooke Governing Documents and to the Association to pay any claim for injury or damage to property caused by the negligence of the tenant. Every lease shall be subordinate to any lien filed by the Association whether before or after such lease was entered into. 4. Removal of Sod and Shrubbery; Alteration of Drainage Etc. Except for Declarant's acts and activities with regard to the development of Thornbrooke, no Improvements (including, but not limited to, driveways and landscaping) and no sod, top soil, muck, trees or shrubbery shall be removed from Thornbrooke and no change in the condition of the soil or the level of the land of any of Thornbrooke area shall be made which would result in any permanent change in the flow or drainage of storm water within Thornbrooke without prior written consent of the Association and the ARB. 5. Addition of Landscaping; Alteration of Drainage Etc. If an Owner receives approval to install additional landscaping to his or her Lot, the Owner is responsible for increased costs in the maintenance of the additional landscaping and the Association or the landscape maintenance company will bill the Owner directly for the additional maintenance and the Owner is responsible for payment of the increased maintenance. The installation of additional landscaping shall not result in any permanent change in the flow or drainage of storm water within Thornbrooke without prior written consent of the ARB and the Association. 6. Antenna and Aerial. No outside television, radio or other electronic towers, aerials, antennae, satellite dishes or device of any type for the reception or transmission of radio or television broadcasts or other means of communication shall hereafter be erected, constructed, placed or permitted to remain on any portion of the Property or upon any improvements thereon, unless expressly approved in writing by the Association, except that this prohibition shall not apply to those satellite dishes that are. one (1) meter (39.37 inches) in diameter or less, and specifically covered by 47 C.F.R, Part 1, Subpart S, Section 1.4000, as amended, promulgated under the Telecommunications Act of 1996, as amended from time to time. The Association is empowered to adopt rules governing the types of antennae which may be permitted and restrictions relating to safety, location and maintenance of antennae. The Association may also adopt and enforce reasonable rules limiting installation of permissible dishes or antennae to certain specified locations, and integrated with the Property and surrounding landscape, to the extent that reception of an acceptable signal would not be unlawfully impaired by such rules and provided the cost of complying with such rules would not unreasonably increase the cost of installation of pennissible dishes or antennae. Any permissible dishes or antennae shall be installed in compliance with all federal, state and local laws and regulations, including zoning, land use and building regulations. Further, any Owner desiring to install permissible dishes or antennae may, but is not obligated, submit plans and specifications for same to the Association to ensure compliance with the Association's rules governing the types of permissible antennae and restrictions relating to safety, location and maintenance of antennae. This Section 6 shall not apply to Declarant. 7. Garbage and Trash. Each Owner shall regularly pick up all garbage, trash, refuse or rubbish around his or her Lot, and no Owner or resident shall place or dump any garbage, trash, refuse or other materials on any other portions of Thornbrooke, including any Common Area or any property JAX \1798314_18 contiguous to Thornbrooke. Garbage, trash, refuse or rubbish shall be deposited in any dumpsters provided within Thornbrooke. 8. Radio Transmission. No ham radios or radio transmission equipment shall be operated or permitted to be operated within Thornbrooke without the prior written consent of the Association. 9. Signs. An Owner (with the exception of Declarant, for so long as Declarant is offering Residential Units for sale in the ordinary course of business) shall show no sign, advertisement or notice of any type on the Common Areas, other portions of Thornbrooke, in or upon his or her Residential Unit, or in or upon his or her vehicle(s), so as to be visible from the Common Areas, or any public way, except as may be previously and specifically approved in writing by the Association and the ARB pursuant to Article VIII of the Declaration. As used herein, the phrase "ordinary course of business" shall mean any method of sale employed by Declarant to sell Residential Units, including, but not limited to, having a. sales office, using the services of any broker or advertising Residential Units for sale. Declarant specifically reserves the right to place and maintain identifying or informational signs on any building located in Thornbrooke as well as any signs in connection with its sales activities. 10. Animals and Pets. Each Residential Unit is permitted to have two (2) domestic pets (i.e., dogs and cats) in the Residential Unit without the prior written permission of the Board. The restriction on the number of pets shall not apply to birds and fish. Permitted pets shall only be kept subject to and in accordance with such rules and regulations as shall be promulgated from time to time by the Association. However, under no circumstances will any dog whose breed is noted for its viciousness or ill- temper, in particular the "Pit Bull" (as hereinafter defined), Presa Canario, or any crossbreeds of such breeds, be permitted on any portion of the Property. A "Pit Bull" is defined as any dog that is an American Pit Bull Terrier, American Staffordshire Terrier, Staffordshire Bull Terrier, or any dog displaying a majority of the physical traits of any one (1) or more of the above breeds, or any dog exhibiting those distinguishing characteristics which substantially conform to the standards established by the American Kennel Club or United Kennel Club for any of the above breeds. No exotic pet or any animal of any kind which has venom or poisonous defense or capture mechanisms, or if let loose would constitute vermin, shall be allowed on any portion of the Property. Trained seeing -eye dogs will be permitted for those persons holding certificates of blindness and necessity. Other animals will be permitted if such animals serve as physical aides to handicapped persons and such animals have been trained or provided by an agency or service qualified to provide such animals, The guide or assistance animal will be kept in direct custody of the assisted person or the qualified person training the animal at all times when on the Property and the animal shall wear. and be controlled by a harness or orange - colored leash and collar. Pets may not be kept, bred or maintained for any commercial purpose. Any pet must be temporarily caged, carried or kept on a leash when outside of a Residential Unit. No pet shall be kept outside a Residential Unit or on any lanai, unless someone is present in the Residential Unit. No dogs will be curbed in any landscaped area or close to any walk, but only in special areas designated by the Association, if any, provided this statement shall not require the Association to designate any such area. An Owner shall immediately pick up and remove any solid animal waste deposited by his or her pet. The Owner shall compensate any person hurt or bitten by his or her pet and shall indemnify the .Association and hold it harmless against any loss or liability of any kind or character whatsoever arising from or growing out of having any animal within the Property. If a dog or any other animal becomes obnoxious to other Owners by barking or otherwise, the Owner thereof must cause the problem to be corrected; or, if it is not corrected, the Owner, upon written notice by the Association, will be required to permanently remove the animal from the Property. All pets must be registered, licensed JAX11798314_18 and inoculated as required by law. The Association will promulgate rules and regulations from time to time designating other rules as necessary to regulate pets. 11. Clotheslines. No clothesline or clothes drying which is visible from outside a building shall be undertaken or permitted on any portion of Thornbrooke. 12. Temporary Buildings, Etc. No tents, trailers, shacks or other temporary buildings or structures shall be constructed or otherwise placed within Thornbrooke except in connection with construction, development, leasing or sales activities permitted under the Declaration or with the prior written consent of the Association. No temporary structure may be used as a residence. 13. Lakes. No docks shall be constructed within or adjacent to a lake. Owners are prohibited from using the lakes for irrigation purposes. Swimming and watercraft are prohibited in the lakes. However, fishing is permitted in the lakes on a "catch and release" basis only. All tackle, lines, or lures must be removed from the fish and the fish is to be returned to the water. Anyone fishing must be licensed to do so as may be required by the State, Seminole County or the City of Sanford. 14. Fences. Fences cannot exceed four (4) feet in height and must be black aluminum. Townhome Lots cannot have fences of any kind. 15. Drainage or Utility Easements. No structures, trees or shrubs shall be placed on any drainage or utility easements, except by Declarant, without the prior written consent of the Association. 16. Additions and Alterations. No Residential Unit shall be enlarged by any addition thereto or to any part thereof, and no Owner shall make any improvement, addition or alteration to the exterior of his or her Residential Unit, including, without limitation, the painting, staining or varnishing of the exterior of the Residential Unit, without the prior written approval of the ARB as set forth in the Declaration, which approval may be withheld for purely aesthetic reasons. 17. Increase in Insurance Rates. No Owner may engage in any action which may reasonably be expected to result in an increase in the rate of any insurance policy or policies covering or with respect to any portion of the Property not owned by such Owner. 18. Minim;, Drilling, or Excavation. There shall be no mining, quarrying or drilling for minerals, oil, gas or otherwise ( "Mining Activity ") undertaken on the Property. Activities of Declarant, or the Association in dredging, excavating or maintaining drainage or other facilities or easements, shall not be deemed Mining Activities nor will the installation of wells or pumps for sprinkler systems in compliance with applicable governmental requirements be deemed a Mining Activity. 19. Maintenance of Property. The Property and Improvements thereon shall be kept in a good, safe, clean, neat and attractive condition, and all Improvements thereon shall be maintained in a finished, painted and attractive condition. No weeds, underbrush or other unsightly growth shall be permitted to grow or remain upon any portion of the Property, no refuse or unsightly objects shall be allowed to be placed or permitted to remain anywhere thereon, and no grass on said Property shall be permitted to grow to a height in excess of four inches (4 ") for improved property and ten inches (10 ") for unimproved property. Excepted from the foregoing shall be all construction debris, refuse, unsightly objects and waste upon any portion of the Property owned by Declarant or its nominee through the period of construction of Residential Units or other Improvements upon the Property. During JAX \1798314_18 construction of a Residential Unit or other Improvement upon any portion of the Property, the Owner thereof shall be required to maintain said property in a clean condition and, except -for the initial construction of Residential Units by Declarant or its nominee, to provide receptacles for the disposal of trash and rubbish as well as other construction debris, All such construction debris, refuse, unsightly objects and waste on a portion of the Property must be removed within thirty (30) days after the completion of construction of the Improvement on such portion of the Property, as evidenced by issuance of a certificate of occupancy, if applicable. Upon the failure of an Owner(s) to (i) maintain the portion of the Property and any Improvement thereon which such party is responsible to maintain in accordance with the requirements of the Declaration and to the satisfaction of the Association, and (ii) correct such deficiencies within fifteen (15) days of written notice by the Association, unless a longer period is authorized by the Association. The Association may enter upon such portion of the Property and make such corrections as may be necessary. The cost of such corrections shall be paid by the Owner who is required to perform such maintenance. If any Owner(s) fails to make payment within fifteen (15) days after requested to do so by the Association, then the payment requested shall be collected as a benefited assessment from such Owner and the Association shall be entitled to lien rights upon such Lot requiring such maintenance in accordance with the provisions of the Declaration. 20. Subdivision and Partition. No Lot on the Property shall be subdivided. 21. Casualty Destruction to Improvements. In the event a Residential Unit(s) and /or other Improvements) upon a Lot(s) is damaged or destroyed by casualty, hazard or other loss then, within a reasonable period of time after such incident, the Owner(s) thereof shall either commence to rebuild or repair the damaged Residential Unit(s) or Improvement(s) upon obtaining ARB approval, if required hereunder, diligently continuing such rebuilding or repairing activities to completion or, upon a determination by the Owner(s) thereof that the Residential Units(s) or Improvement(s) will not be repaired or replaced, promptly clear the damaged Residential Units(s) or Improvement(s) and grass over and landscape such Lot(s) as applicable, in a sightly manner consistent with Declarant's plan for beautification of Thornbrooke. Any damaged or destroyed Residential Unit(s) and other Improvements shall only be repaired or replaced with Residential Unit(s) and other Improvements of a similar size and type as those damaged or destroyed and without substantial alteration from what existed prior to the damage or destruction, unless the prior written approval of the ARB is obtained. 22. Common Area. Nothing shall be stored and /or constructed within or removed from any Common Area other than by Declarant, except with the prior written approval of the Association. 23. Buffer Easement and Drainage Easement. No Improvement on a Lot shall be placed within a buffer easement and drainage easement, and any Improvement placed within the buffer easement and drainage easement shall be removed by Declarant or by the Association. The cost of such removal shall be paid by such Owner(s) as a benefited assessment. 24. Boats Recreational Vehicles and Commercial Vehicles. No motor homes, trailers, recreational vehicles, boats, campers, vans or trucks used for commercial purposes, gas powered scooters, all- terrain vehicles and gas powered recreational vehicles, other than licensed four -wheel passenger automobiles and other licensed four -wheel passenger vehicles determined acceptable by the Association shall be permitted to be parked on any portion of Thornbrooke, except for trucks furnishing JAX \1798314_18 goods and services during the daylight hours and except as the Association may designate for such use by appropriate rules and regulations. The Association shall have the right to authorize the towing away of any vehicles in violation of these provisions with the costs to be borne by the owner or violator. In addition, the Board shall adopt rules and regulations from time to time regulating and limiting the size, weight, type and place and manner of operation of vehicles in Thornbrooke. 25. Vehicular Parkin. No person, firm or corporation shall park or cause to be parked any vehicle on any portion of the Property other than in garages and in driveways on individual Lots or other specifically designated parking areas located on the Property. Owners are prohibited from parking on Thornbrooke roadways. The foregoing, however, shall not: (i) apply to Owners who have construction in progress on their particular Lot; (ii) prohibit routine deliveries by tradesmen, or the use of trucks or commercial vans in snaking service calls and short term visits; (iii) apply to a situation where a vehicle becomes disabled and, as a result of an emergency, is required to be parked within Thornbrooke until it can be towed away; and (iv) apply to vehicles used in connection with construction, development or sales activities permitted under the Declaration. No person, firm or corporation shall maintain or repair any vehicle (including, but not limited to, four -wheel passenger automobiles) upon any portion of the Property; provided, however, Declarant its successors, nominees or assigns and the Association may make, or cause to be made, such repairs if necessary in regard to vehicles used in connection with construction, sales or management at Thornbrooke. Vehicles which are missing one or more wheels, have one or more deflated tires, are not in an operating condition, or do not have current valid license plates shall not remain upon any portion of the Property for more than two (2) consecutive days. No Owner or his or her family members, guests, invitees or lessees or their family members, guests, or invitees shall be permitted to keep any vehicle on the Property which is deemed to be a nuisance by the Association or Declarant. 26. Window Decor. No newspaper, aluminum foil, sheets or other temporary window treatments shall be permitted, except for periods not exceeding two (2) weeks after an Owner or a lessee first moves into a Residential Unit or when permanent window.treatments are being cleaned or repaired. Window coverings seen from the outside of a Residential Unit shall be neutral in color (white or beige). Window tinting is permitted provided that the type and method of tinting is first approved by the ARB. 27. Hurricane Shutters. No hurricane shutters may be installed without the prior written consent of the ARB, which consent may not be unreasonably withheld. If the installation of hurricane shutters is made which does not conform with the specifications approved by the ARB, then the hurricane shutters will be made to conform by the ARB at the Owner's expense or they shall be removed. Approved hurricane shutters shall not be installed or closed, as applicable, before the issuance of a hurricane watch by the National Hurricane Center encompassing Thornbrooke location, and shall be removed no later than ten (10) days after the cessation of a hurricane watch or warning for same ( "Hurricane Shutter Time Period "), however, if the hurricane shutters are clear in color they shall be allowed to remain installed or closed, as applicable, if the Owners are absent during hurricane season. Each Owner who plans to be absent from his or her Home during the hurricane season must prepare his or her Lot prior to such Owner's departure by (a) removing all furniture, potted plants and other movable objects from his or her porch, balcony or patio, if any; (b) designating a responsible firm JAX \1798314_18 or individual satisfactory to the Association to install and remove hurricane shutters in accordance with the Hurricane Standards and the Hurricane Shutter Time Period requirements; and (e) designating a responsible firm or individual satisfactory to the Association to care for the Residential Unit should the Residential Unit suffer hurricane damage. Such firm or individual shall contact the Association for clearance to install or remove hurricane shutters pursuant to the Declaration. 28. Landscaping, Lawn Decor, and Improvements. No Improvements of any kind including, without limitation, any building, shed, play structure, basketball hoops, soccer goals, swing sets, athletic /play equipment, wall, topographical feature, mailbox, landscaping, lawn sculpture, fence, swimming pool, tennis court or screened enclosure shall be erected, placed or maintained, and no addition, alteration, modification or change to any such Improvement shall be made without the prior written approval of the ARB, including, but not limited to, painting the Residential Unit in a color other than the color originally placed by Declarant on the painted surface. 29. Basketball Backboards. No garage, roof mounted, portable or in- ground mounted basketball backboards are permitted. 30. Water Supply. No individual water supply system for drinking purposes or household use shall be permitted on any Lot, including for irrigation or sprinkler purposes. 31. Sewage Disposal. No individual sewage disposal system shall be permitted on the Property. 32. Yard Sales. No yard sales or neighborhood sales shall be permitted on any Lot or any other area in Thornbrooke unless approved in writing by the Board. 33. Certain Vehicles Prohibited. All powered vehicles capable of exceeding 5 miles per hour are prohibited from use on Thornbrooke property unless they are licensed, registered, and insured. Specifically, any motorcycle, moped or motorized scooter used in Thornbrooke may only be driven by a licensed driver, and must be registered and insured in accordance with Florida law. Specifically exempted from this regulation are electric personal assistive mobility devices as defined under Section 316.003(83), Florida Statutes, and any other bona -fide "assistive technology devices" as defined in Section 427.802(1) Florida Statutes and any special mobile equipment as defined under Section 316.003(48) Florida Statutes, provided that such equipment may not be operated in a manner that creates a traffic hazard, or which poses a threat of harm to the user of such equipment. 34. Garages. No garage shall be erected which is separate from the Residential Unit. No garage shall be permanently enclosed so as to make such garage unusable by an automobile, and no portion of a garage originally intended for the parking of an automobile shall be converted into a living space or storage space and no garage opening shall have a screen covering without the consent of the Association. All garage doors shall remain closed when vehicles are not entering or leaving the garage. 35. Compliance with Governing Documents. Each Owner and his or her family members, guests, invitees and lessees and their family members, guests and invitees shall be bound by and abide by the Governing Documents. The conduct of the foregoing parties shall be considered to be the conduct of the Owner responsible for, or connected in any manner with, such individual's presence within Thornbrooke, Such Owner shall be liable to the Association and shall pay the cost of any maintenance, repair or replacement of any real or personal properly located on the Common Area rendered necessary JAX11798314_18 by his or her act, neglect or carelessness, or by that of any other of the foregoing parties as a benefited assessment. 36. No Implied Waiver. The failure of the Association or Declarant to object to a Owner's or other party's failure to comply with the covenants or restrictions contained herein or any other Governing Document (including the rules now or hereafter promulgated) shall in no event be deemed a waiver by Declarant, the Association, or of any other party having an interest in the Property of its right to object to same and to seek compliance in accordance with the provisions of the Governing Documents. 37. Certain Rights of Declarant. The provisions, restrictions, terms and conditions of these Use Restrictions shall not apply to Declarant as an Owner. 38. Board's Rule - Makin: Power. The foregoing Use Restrictions shall not be deemed to be all inclusive nor restrict the right of the Association to adopt such reasonable rules and regulations governing the use of Thornbrooke as the Board may determine from time to time, provided that such rules and regulations: (i) are not in conflict with the provisions hereof, (ii) apply equally to all lawful residents of Thornbrooke without discriminating on the basis of whether a Residential Unit is occupied by an Owner or his or her lessee; and (iii) for so long as Declarant holds any Residential Units within Thornbrooke for sale in the ordinary course of its business, have the prior written approval of Declarant. Declarant has the right to approve any rule or modification thereof. JAX \1798314_18