MASTER DECLARATION OF COVENANTS, CONDITIONS, … · 2017. 6. 27. · MASTER DECLARATION OF...
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MASTER DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR WATERLEIGH DEVELOPMENT Prepared By and After Recording Return to: Robert M. Poppell Akerman LLP 420 South Orange Avenue, Suite1200 Orlando, Florida32801 (407) 423-4000 (29845327;2}
Transcript of MASTER DECLARATION OF COVENANTS, CONDITIONS, … · 2017. 6. 27. · MASTER DECLARATION OF...
MASTER DECLARATION OF COVENANTS,
CONDITIONS, EASEMENTS AND RESTRICTIONS
FOR WATERLEIGH DEVELOPMENT
Prepared By and AfterRecording Return to:
Robert M. PoppellAkerman LLP
420 South Orange Avenue, Suite1200
Orlando, Florida32801
(407)423-4000
(29845327;2}
TABLE OF CONTENTS
Page
I.DEFINITIONS 2
II.PROPERTY SUBJECT TO MASTER DECLARATION..........................................................8
Section 1. Water leighDevelopment .............................................................................8
Section2. Annexation and Withdrawal ........................................................................8
III.PERMITTED USE...................................................................................................................10
Section 1. Waterleigh Development ...........................................................................10
Section2. Master Common Area................................................................................10
IV. MASTER COMMON AREA..................................................................................................10
Section 1. AdditionalMaster Common Area; Transferof Common
Area Between Master Associationand Sub-Associations.........................10
Section2. Restrictionon Use of Master Common Area.............................................12
Section3. Encumbrance as Security...........................................................................12
Section4. Use by Owners...........................................................................................13
Section5. Delegation of Use ......................................................................................14
Section6. Waiver of Use ............................................................................................14
Section7. Administrationand Care ............................................................................15
Section8. Rules and Regulations................................................................................15Section9. Payment of Assessments Not SubstituteforTaxes....................................15
Section 10. Limited Master Common Area..................................................................15
Section 11. Restrictionson Use of Master Common Area byCommercial Owners. .................................................................................16
Section 12. Sub-AssociationCommon Area ................................................................16
Section 13. PublicMulti-Use Trails/BikePaths...........................................................17
V. MASTER AS SOCIATION.......................................................................................................17
Section 1. Membership ..............................................................................................17
Section2. Voting Rights.............................................................................................17
Section3. Change of Membership..............................................................................19Section4. Directors:DeclarantRight to Appoint Directors;Officers........................19
VI. SUBDIVIDED PARCELS ......................................................................................................21
Section 1. Required Sub-Associations........................................................................21
Section2. Notices.......................................................................................................21
Section3. Superiorityof Master Declaration...........................................................22
Section4. Member Responsibility..............................................................................22Section5. IdentificationofMaster Common Area.....................................................22
Section6. SubdivisionImprovements........................................................................22
VII.FUNCTIONS OF MASTER ASSOCIATION.......................................................................23
Section 1. Objectives,Purposes and Function............................................................23
Section2. Duties and Powers, Generally....................................................................23
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Section3. Master Common Area................................................................................23
Section4. PersonalPropertyand Real PropertyforCommon Use ............................24
Section5. Duties oftheMaster Association...............................................................24
Section6. Powers of Master Association...................................................................26
Section7. Limitationsand Restrictionson Power of Master
Association.................................................................................................27
Section8. Limitationsand Restrictionson Power of Master
AssociationtoAct Without Member Approval.........................................28
Section9. No Compensation to Directorsor Officers................................................30
VIII.EASEMENTS .......................................................................................................................30
Section 1. Access and Use Easements........................................................................30
Section2. UtilityEasements.......................................................................................30
Section3. DeclarantEasements..................................................................................31
Section4. ServiceEasements .....................................................................................31
Section5. Emergency, Securityand Safety................................................................31
Section6. Easements of Encroachment......................................................................32
Section7. Stormwater Easements...............................................................................32
Section8. Wall, Entrance Featureand Landscape Easements....................................33
Section9. Plantingand ScreeningEasements ............................................................33
Section 10. Constructionand Marketing Easements ....................................................33
Section 11. Master AssociationEasements ..................................................................34
Section 12. Sidewalk/PedestrianTrailEasements ........................................................34
Section 13. ConservationEasements ............................................................................34
Section 14. Future Easements .......................................................................................35
Section 15. Extent ofEasements...................................................................................35
IX, ASSESSMENTS......................................................................................................................36
Section1. Creationof theLien and PersonalObligationsof
Assessments...............................................................................................36
Section2. Purpose and Establishmentof Annual Assessments..................................37
Section3. Budgets and Reserve Fund Contribution...................................................37
Section4. Timing of and Budgeting forAnnual Assessments and
Allocationof Assessments.........................................................................38
Section5. SpecialAssessments ..................................................................................40
Section6. Assessments Against Owners of Subdivided Parcels................................40
Section7. Assessment of Declarant............................................................................41
Section8. Working Capital.........................................................................................42Section10. EffectofNon-Payment of Assessment; PersonalObligation
of the Owner; Lien;Remedies of Master Association...............................42
Section11. Subordinationof theLien tothe Mortgages; Mortgagees'
Rights.........................................................................................................45Section12. Certificatesof Status..................................................................................45
Section13. Exempt Property........................................................................................46
X. ARCHITECTURAL CONTROL .............................................................................................46
Section 1. Reservationof Architecturaland Landscape Control................................46
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Section2. ArchitecturalReview Committee ..............................................................46
Section3. Parcels........................................................................................................48
Section4. ARC Fees;Assistance................................................................................48
Section5. ArchitecturalGuidelines............................................................................48
Section6. Inspectionand Non-compliance ................................................................49
Section7. Enforcement...............................................................................................49
Section8. No LiabilityforActions.............................................................................50
Section9. No Waiver..................................................................................................50
Section10. Exemption of Declarant.............................................................................50
XI. RESTRICTIVE COVENANTS...............................................................................................50
Section1. Applicability..............................................................................................50
Section2. Approved Builders.....................................................................................50
Section3. Mining or Drilling......................................................................................51Section4. Maintenance...........................,...................................................................51
Section5. Use of Name "Waterleigh"........................................................................51
Section6. Amendment toUse Restrictions................................................................51
Section7. Precedence Over Less StringentGovernmental Regulations....................52
Section8. DISCLOSURE OF PROXIMATE SOLID WASTE
MANAGEMENT FACILITIES................................................................52
Section9. DISCLOSURES AND RESTRICTIVE COVENANTS
REGARDING PRIOR CITRUS/AGRICULTURAL USES.....................53
XII.TURNOVER 53
Section 1. Time of Turnover .......................................................................................53
Section2. Procedure of CallingTurnover Meeting ....................................................54
Section3. Procedure forMeeting ...............................................................................54
XIII.DECLARANT'S RIGHTS ....................................................................................................54
XIV. MORTGAGEE PROVISIONS.............................................................................................55
Section 1. Notices of Action.......................................................................................55
Section2. No Priority.................................................................................................56
Section3. Notice to Master Association.....................................................................56
Section4. Amendments by Board ..............................................................................56
Section5. ApplicabilityofthisArticle.......................................................................56
Section6. Failureof Mortgagee to Respond ..............................................................57
XV. INSURANCE AND CASUALTY LOSSES .........................................................................57
Section 1. Insurance....................................................................................................57
Section2. Individuallnsurance...................................................................................59
Section3. Damage and Destruction............................................................................59
Section4. Disbursement of Proceeds..........................................................................60
Section5. Repair and Reconstruction.........................................................................60
XVI. NO PARTITION...................................................................................................................60
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I
XV II.C OND E MNA TION ............................................................................................................61
X VIII.GENERAL PRO VISIONS ................................................................................................61
Section 1. Duration .....................................................................................................61
Section2. Amendments by Members ....................................................................,,...62
Section3. Amendments by Declarant.........................................................................62
Section4. Restrictionson Amendments.....................................................................63
Section5. Assignment of Rights and Duties .............................................................63
Section6. SpecialExceptions and Variations.............................................................63
Section7. MSTUs/MSBUs.........................................................................................63
Section8. Master Surface Water Management System..............................................64Section9. Reclaimed Water........................................................................................65
Section 10. Enforcement...............................................................................................65
Section 11. Severability................................................................................................66
Section 12. Interpretation..............................................................................................66Section 13. Authorized Action......................................................................................66
Section 14. Termination................................................................................................66
Section 15. Execution of Documents............................................................................67
Section 16. Indemnification..........................................................................................67
Section 17. ProhibitedActions .....................................................................................68
Section 18. Singular,Pluraland Gender.......................................................................68
Section 19. Construction...............................................................................................68
Section20. Notice.........................................................................................................68
Section21. Covenants Run With theLand...................................................................69
Section22. Not a PublicDedication.............................................................................69
Section23. Breach ShallNot Permit Termination........................................................69
Section24. Attorneys'Fees.........................................................................................69
Section25. Negation of Partnership..........................................................................70
Section26. Non-Merger................................................................................................70
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MASTER DECLARATION OF COVENANTS,
CONDITIONS, EASEMENTS AND RESTRICTIONS
FOR WATERLEIGH DEVELOPMENT
THIS MASTER DECLARATION OF COVENANTS, CONDITIONS,
EASEMENTS AND RESTRICTIONS FOR WATERLEIGH DEVELOPMENT ismade as
of the "EffectiveDate" (as thatterm is defined below), by D.R. HORTON, INC., a Florida
corporation("D.R. Horton"), whose address is6200 Lee Vista Boulevard, Suite400, Orlando,
Florida 32822, hereinafterreferredto as "Declarant." For convenience, this instrument is
hereinafterreferredto as the "Master Declaration."
RECITALS:
A. Declarant isthe owner of certainrealpropertylocatedin Orange County, Florida
and more particularlydescribedon Exhibit "A" attachedheretoand hereby incorporatedherein,
which propertyisincluded within,and known generallyas,the Hickorynut Village (VillageH)
PD or Waterleigh Planned Development (forpurposes of thisMaster Declaration,the aforesaid
propertyishereinreferredto asthe "Waterleigh Development"),
B. The Waterleigh Development isintendedfordevelopment intomultiple"Parcels"
and fordevelopment forvarioususes,as reflectedinthe "WaterleighPlanned Development Land
Use Plan" (eachdefinedbelow).
C. Declarant intends that the Waterleigh Development will be developed with
various common propertiesand facilitiesbenefitingallof the Parcels and owners thereof,or
certaincombinations of the Parcelsand owners thereof,which common propertiesand facilities
will be owned, operated, and/or maintained by an association of the owners or other
representativesof the Parcels,allasmore particularlysetforthinthisMaster Declaration.
D. Declarant desiresto ensurethatpropertieswithinthe Waterleigh Development are
subdivided,developed, improved, occupied, used and enjoyed pursuant to a uniform plan of
development tailoredto the Waterleigh Development, and, in thisregard,Declarant desiresto
impose thisMaster Declaration upon the Waterleigh Development and possibly upon certain
other properties,as more particularlydescribed in thisMaster Declaration,at such time and
pursuant to such processes as are more particularlydescribedin thisMaster Declaration,allas
more particularlysetforthinthisMaster Declaration.
NOW, THEREFORE, Declarant,as the owner of fee simple titleto the Waterleigh
Development, hereby declaresthatallof the Waterleigh Development is,and shallbe held,sold,
conveyed, leased,mortgaged and otherwise dealt with, subjectto the easements, covenants,
conditions,restrictions,reservations,liensand charges containedwithinthisMaster Declaration,
all of which are for the purpose of enhancing and protectingthe value, desirabilityand
attractivenessof the Waterleigh Development and shall run with titleto the Waterleigh
Development, shallbe binding upon allpartieshaving and/oracquiringany right,titleor interest
inthe Waterleigh Development, or in any partthereof,and shallinureto the benefitof each and
every person or entity,from time to time, owning or holding an interestin said Waterleigh
Development.
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I.
DEFINITIONS
The following words and terms when used in thisMaster Declaration(unlessthe context
shallclearlyindicateotherwise)shallhave thefollowingmeanings:
A. "Architectural Guidelines" shall mean and refer to any criteria,
guidelinesand Rules and Regulations adopted by the ARC, from time to time, includinganyamendments thereto,pertainingto the architecturalguidelines,criteriaand controlprovisions
applicableto development within the Waterleigh Development, allpursuant to ArticleX of this
Master Declaration.
B. "Architectural Review Committee" or ARC shall refer to any
body/board establishedpursuant to the provisionsof,and forthe purposes setforthin,ArticleX
of thisMaster Declaration.
C. "Articlesof Incorporation." or "Articles" shallmean the Articlesof
Incorporationof the Master Associationas they may existfrom time to time pursuantto,and in
compliance with,the provisionsof thisMaster Declaration,a trueand correctcopy of which, as
same existas of the EffectiveDate, areattachedheretoas Exhibit "B".
D. "Assessments" shallmean and referto any assessments of an Owner bythe Master Association for Master Common Expenses and other items pursuant to, and in
accordance with,and forthepurposes specifiedin,ArticleIX of thisMaster Declaration.
E. "Association Act" shallmean and referto thelaws of the Stateof Florida
applicableto the operationsof the Master Associationon the EffectiveDate (as opposed to as
amended, restated,or re-codifiedfrom time to time),including,but not necessarilylimitedto,
those laws setforthin Chapters 617 and 720 of the FloridaStatutes.Chapter 720 of the Florida
Statutes,being the Floridalegislationspecificallyenacted to govern the Master Associationand
the Community, shallin allinstancestrump themore generallegislationsetforthin Chapter 617
of theFloridaStatutes.In the event of any ambiguity or conflictbetween Chapter 617 and 720 of
the Florida Statutes,Chapter 720 shallgovern as necessary to resolveany such ambiguity or
conflict. Unless otherwise expressly started herein to the contrary, notwithstanding
720.302(3)(b)of the Florida Statutes,Chapter 720 of the Florida Statutes,by contract,shall
apply tothe Commercial Parcels.
F. "Board", "Board of Directors" or "Directors" shallmean and referto
the Board of Directorsof the Master Association,which shallbe the body responsiblefor the
general governance and administrationof the Master Association,and which body shallbe
selected,appointed,or electedas provided intheGoverning Documents.
G. "Bylaws" shallmean and referto the Bylaws of the Master Associationas
they may existfrom time to time pursuant to,and in compliance with, the provisionsof this
Declaration,a trueand complete copy of which isattachedheretoas Exhibit "C".
H. "Commercial Parcel" shallmean and referto any InitialParcelthatisnot
a ResidentialParcel (i.e.,any Parcel that,consistentwith the Waterleigh PD and Waterleigh
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Land Use Plan, is designated for development as, or has been developed for,commercial or
multi-familyrentalresidentialdevelopment), including,but not necessarilylimitedto, Initial
Parcelsconstituting,or developed within,the Multi-Family Residential,Officeand Commercial
Parcelscontemplated forthe WaterleighDevelopment pursuanttothe Waterleigh PD.
I. "Community" shallmean and referto the realproperty encumbered by
thisDeclaration,togetherwith any approved modificationthereto.
J. "Community Development District":As defmed in Chapter 190 of the
FloridaStatutes.
K. "Community-Wide Standard" shallmean and referto the standard of
conduct, maintenance, or other activitygenerally prevailing throughout the Waterleigh
Development. Declarant initially,and untilthe time of Turnover, shallestablishany such
Community-Wide Standard. Thereafter,such standardshallbe determined by the Board and/or
the ARC. The Community-Wide Standard may evolve as development progressesand as the
Community changes and evolves.
L. "Conservation Areas" shallhave the meaning as given in ArticleVIIL
Section13.
M. "County" shallmean and referto Orange County, Florida,a political
subdivisionof the State of Florida,specificallyincludingeach and allof itsdepartments and
agencies.
N. "County Use Restrictions" shall mean and refer to any restrictive
covenants imposed herein thatare requiredto be imposed upon the Waterfront Development in
satisfactionof the requirements imposed by the County in conjunctionwith itsapproval of the
Waterleigh PD.
O. "Declarant" shallmean and referto D.R. Horton, and any successor or
assigndesignatedas the Declarantpursuantto the provisionsof ArticleXVIIL Section5 of this
Master Declaration.
P. "District"or "Water Management District"shallmean and referto the
St.Johns River Water Management Districtor any successorgovernmental agency.
Q. "DistrictPermit(s)" or "Water Management DistrictPermit(s)" shall
mean and refer to all permits and approvals associated with the Master Surface Water
Management System, including,but not limitedto,any environmental resourcepermits,and any
applicableCounty permits and approvals and other Water Management Districtpermits and
approvalspertainingto the Master SurfaceWater Management System.
R. "Division" shallmean and refertotheDivision of FloridaCondominiums,
Timeshares, and Mobile Homes, or any successorgovernmental agency, division,or department
of the Stateof Florida.
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S. "Dwelling" or "Residence" shallmean and referto any single-familyresidenceor dwelling unitlocated,or to be located,on a Subdivided Parcel.
T. "EffectiveDate" shallmean and referto the datethatthisDeclarationis
recorded inthe PublicRecords.
U. "Fiscal Year": The firstfiscal year shall begin on the date of
incorporationand end on December 31 of thatyear ("FiscalYear"). Thereafter,the FiscalYear
of the Master Association shallbegin on the firstday of January and end on the 31stday of
December of every year.
V. "Governing Documents" shallhave the meaning ascribedto thatterm in
theAssociationAct.
W. "Individual Assessment" shallmean and referto a specificassessment
charged againsta particularMember or itsParcel.
X. "InitialParcel" shallmean and referto those portionsof the Waterleigh
Development that,while partof the overallWaterleigh Development, areintendedto be, or are,
developed as stand-aloneresidentialcommunities or commercial projects,as determined by
Declarant,in itssole and absolutediscretion.The identityand make-up of the InitialParcels
may change from time to time as determined by Declarant, untilsuch point that a "Sub-
Declaration" is recorded for an InitialParcel as contemplated in ArticleVI of this Master
Declaration,at which time the InitialParcel that is the subject of the Sub-Declaration shall
remain an InitialParcelforallfurtherpurposes of thisMaster Declaration.Itisintended,but not
required,thatthe InitialParcelswill consistof (i)various ResidentialParcelsto be developed
within the SingleFamily and Townhome Districtsof the Waterleigh Development (which Initial
Parcelsneed not be consistentwith the boundaries of the parcelscontemplated in the Waterleigh
Development), (ii)various Multi-Family propertiesto be developed within the Residential
Districtof the Waterleigh Development, and (iii)variouscommercial propertiesto be developedwithin the Waterleigh Development as depicted and described in the Waterleigh PD, as same
may be amended from time totime.
Y. "InitialPlat" shallmean and refer to the Waterleigh Phase lA Plat,
recorded inPlatBook 83,Page 51 of thePublicRecords.
Z. "InstitutionalLender" shallmean and referto a bank, savings bank,
mortgage company, lifeinsurance company, federalor statesavings and loan association,an
agency of the United States government, private or public pension fund, Veteran's
Administration,the Federal National Mortgage Association,the FederalHome Loan Mortgage
Corporation,a creditunion,realestateor mortgage investment trustor any otherlendergenerally
recognized inthe County as an institutionallenderor secondary mortgage-market institutionthat
owns or holds,insuresor guarantees,a first-lienor firstprioritypositionMortgage encumbering
a Parcel.
AA. "Lake" shallmean and refertoHickorynut Lake.
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BB. "Limited Master Common Area" shallmean and referto any portionof
the Master Common Area designatedas Limited Master Common Area by Declarant from time
to time pursuantto theprovisionsofArticleIV, Section10 of thisMaster Declaration.
CC. "Limited Master Common Area Expense" shallmean Master Common
Expenses incurred by the Master Association for maintenance, operation and other services
required or authorizedto be performed by the Master Associationwith respectto any Limited
Master Common Area.
DD. "Master Association" shall mean the Waterleigh Master Community
Association,Inc.,a Floridanot forprofitcorporation,itssuccessorsand assigns.
EE. "Master Common Expenses" shallmean and referto the actual and
estimatedcostsand expenditures,includingreasonablereserves,formaintenance, operation,and
other servicesrequiredor authorizedto be performed by the Master Association,and for anyotherpurpose or functionof the Master Association,allof the foregoingpursuantto thisMaster
Declaration and the Association Act, including,but not limited to, costs and expenditures
incurredwith respectto Master Common Area, allas may be found to be reasonably necessary
by the Board from time to time pursuant to the Governing Documents. Except as otherwise
expressly set forth in Governing Documents, all undertakings, duties, responsibilities,
obligations,activities,outlays,and costsand expendituresof the Master Associationconcerningthe Waterleigh Development, and the Master Common Area, and in enforcing the terms,
conditions,and provisionsof the Governing Documents, the Community-Wide Standard,and the
Rules and Regulations,shallallbe done atMaster Common Expense.
FF. "Master Common Area(s)" shallmean and referto allrealand personal
property from time totime owned or held by the Master Association,or any rightsor interestsof
the Master Association in any real or personal property,including,but not limited to: (i)
"Common Areas" (asthatterm isdefinedinthe AssociationAct),ponds, recreationareas,parks,
open spaces,and green spaces thatare locatedwithin the Waterleigh Development and owned
from time to time by the Master Association;(ii)the Master Common Area Tracts;(iii)the
Master Surface Water Management System, to the extentthe Master Associationowns same or
has the maintenance responsibilitywith regard to or concerning same; (iv)any Conservation
Areas; and (v) all easements, rightsand other interestsestablishedin favor of the Master
Associationby thisMaster Declarationor any Recorded Plator any portionthereof.
GG. "Master Common Area Tract(s)" shallinitiallymean and referonly to
the plattedtractssetforthon the InitialPlatand identifiedon Exhibit "D" attachedhereto and
made a part hereof,which exhibit,subjectto the terms of thisDeclaration,establishes,with
regard to each Master Common Area Tract,the party or entityresponsibleformaintaining said
Master Common Area Tract,and the party or entitythatwill own each Master Common Area
Tractin fee simple no laterthan Turnover.
HH. "Master Declaration" shallmean and referto thisMaster Declarationof
Covenants, Conditions,Easements and RestrictionsforWaterleigh Development, as same mayfrom time totime be amended.
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II. "Master Surface Water Management System", "Master Stormwater
Management System" or "SWMS" shallmean and refertothe system including,but not limited
to,berms, pipes,culverts,structures,drainage swales,roadway and rear-yardunder-drains,and
stormwater drains,detentionand retentionareas and facilities,designed and constructed or
implemented to controldischargeswhich are necessitatedby rainfallevents,and incorporatingmethods to collect,convey, store,absorb,inhibit,treat,use,or reuse water to prevent or reduce
flooding,over-drainage,environmental degradationand water pollution,or to otherwise control
thequantityand qualityof dischargesfrom the Waterleigh Development.
JJ. "Member" shall mean and refer to each member of the Master
Associationas provided inArticleV of thisMaster Declarationand shallincludeallOwners.
KK. "Monetary Obligation" shallmean and referto any monetary obligations,
including,but not limitedto, Assessments, due to the Master Association by any Member
pursuant to the terms of the Governing Documents, the Rules and Regulations,or under the
AssociationAct.
LL. "Mortgage" shallmean and referto a bona fide firstlien or priority
permanent or constructionmortgage, deed of trust,deed to secure debt, securitydeed, or anyother form of instrument used to create a securityinterestin real property,including anycollateralsecuritydocuments executed in connection therewith,made in good faithand for
value.
MM. "Mortgagee" shall mean and refer to a beneficiary or holder of a
Mortgage, including,but not limitedto,an InstitutionalLender.
NN. "MSBU(s)" shallmean and referto a Municipal ServicesBenefitUnit.
OO. "MSTU(s)" shallmean and referto a Municipal ServicesTaxing Unit.
PP. "Officers":As thatterm isdefinedintheBylaws.
QQ. "Owner" shallmean and referto the owner, as shown by the records of
the Master Association,of fee simple titleto any Parcel. Owner shallnot mean or referto the
holder of a Mortgage unless and untilsuch holder has acquired titlepursuant to foreclosure
proceeding or deed in lieuof foreclosure;nor shalltheterm "Owner" mean or referto any lessee
ortenantof an Owner.
RR. "Parcel" shallmean and referto the InitialParcels and/or Subdivided
Parcels.
SS. "Public Records" mean and refertothePublicRecords of theCounty.
TT. "Recorded Plat" shallmean and referto any Plat(s)as of the Effective
Date or thereafterrecorded inthePublicRecords including,but not limitedto,InitialPlat.
UU. "ResidentialMaster Common Area" shallhave the meaning as setforth
inArticleIV, Section 11.
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VV. "Residential Parcel" shall mean and referto any InitialParcel that,
consistentwith the Waterleigh PD and Waterleigh Land Use Plan,isdesignatedfordevelopment
as,or has been developed for,residential(attachedor detached) development with fee simple
ownership of lotsor units,including,but not limitedto,townhouses and condominiums, but
specificallynot including InitialParcels designated for or developed as multi-family rental
residentialdevelopment. Each Parcel may only be, or be part of, a Commercial Parcel or a
ResidentialParcel,and shallnever be consideredboth.
WW. "Rules and Regulations" shallmean and referto any and allwrittenrules,
regulations,procedures, criteria,guidelines and standards of the Master Association: (1)
governing and/or restrictingthe use of Property; (2) governing the conduct of the
Members/Owners and members of such Member's/Owner's family, Tenants, guests or other
invitees;and (3)governing the operationof the Master Association,which rulesand regulationsare adopted by the Declarant, the Board, the ARC, or any duly appointed committee or
subcommittee of the Board, pursuant to the Governing Documents or the Association Act,
including,but not limitedto,the ArchitecturalGuidelinesand the Community-Wide Standard,as
any of such rules and regulationsmay be changed, modified, altered,amended, rescinded,
supplemented and augmented from time totime.
XX. "Sub-Association" shallmean an associationformed for the Subdivided
Parcelswithina specificInitialParcelpursuantto a Sub-Declarationas the entityvestedwith the
power and authoritypursuant to the terms hereof to representthe Owners of the Subdivided
Parcelswithinsuch InitialParcelwith respectto membership mattersin the Master Association,allpursuant to,and as more particularlysetforthin,the provisionsof ArticleVI of thisMaster
Declaration.
YY. "Sub-Association Common Areas" shallmean and referto allrealand
personal property from time to time owned or held by a Sub-Association,or any rightsor
interestsof a Sub-Associationinany realor personalproperty.
ZZ. "Sub-Declaration" shallmean and referto a declarationof covenants,
conditions,easements and restrictions,or document of similarnature,thatis recorded againsttitleto any particularsubdivided InitialParcel pursuant to the provisionsof ArticleVI of this
Master Declaration.
AAA. "Sub-Declarant" shallmean and referto the "Declarant"or "Developer"under any Sub-Declaration.
BBB. "Subdivided Parcel" shallmean and referto each and every lotor other
legallyrecognizedportionof an InitialParcelcreatedupon subdivisionof the InitialParcel.
CCC. "Supplement" shallmean any supplement, amendment or modificationof
thisMaster Declarationmade consistentwith, and pursuant to the provisions of,thisMaster
Declaration.
DDD. "Tenant" or "tenant" shallmean and referto any tenant,lessee,subtenant
or sublessee,beneficiaryunder any land trustpursuantto Section689.071 of the FloridaStatutes,or any otheroccupant or possessorthatisnot the Owner thereofof any Parcel or improvement
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thereon,whether or not such relationshipisdocumented by a lease,a sublease,a trustagreement,or any otherdocument or writing(collectively,"Lease").
EEE. "Turnover" shallmean thetransferof operationof theMaster Association
by theDeclarantpursuantto Section720.307 of theAssociationAct.
FFF. "Turnover Meeting" shall mean and refer to the meeting to allow
Members other than Declarant to electa majority of the Directorsto the Board pursuant to
Section720.307 of theAssociationAct.
GGG. "Waterleigh Design and Development Standards" shallmean and refer
to any Orange County Land Development Code provisionsapplicableto development within the
Waterleigh Development and any design and development standards included within the
Waterleigh PD, as same may be amended from time totime.
HHH. "Waterleigh Development" shallmean and referto the real propertydescribedin Exhibit "A" attachedhereto and, when added in accordance with the terms and
conditionshereof,shallalsoincluderealpropertywhich isin the futuresubjectedto thisMaster
Declarationunder theprovisionsof ArticleIIhereof.
III. "Waterleigh PD" shall mean and refer to the Waterleigh Planned
Development (PD), as approved by the Orange County Board of County Commissioners attheir
meeting on April 9,2013.
JJJ. "Waterleigh Land Use Plan" shallmean and referto the WaterleighPlanned Development/Land Use Plan - a copy of which is attachedherein as Exhibit "E", as
same may be amended from time totime.
KKK. "Voting Member" shallmean and refer to (i)Declarant as to votes
allocatedto the Class C Member, and (ii)the Owners of Parcelsas to the votesallocatedto Class
A Members or Class B Members.
II.
PROPERTY SUBJECT TO MASTER DECLARATION
Section 1. Waterleigh Development. The Waterleigh Development ishereby made
subjectto, and encumbered, governed, benefited and burdened by, thisMaster Declaration;
provided,however, thatany portionof the Waterleigh Development dedicatedor conveyed to a
governmental or quasi-governmentalentity(otherthan a public school board) for use by or on
behalfof the public shall,with no furtheractionrequired,be deemed releasedfrom thisMaster
Declaration.
Section2. Annexation and Withdrawal.
A. Declarant hereby reservesto itself,and shallhereinafterhave, the right,but not the obligation,at any time and from time to time priorto Turnover, in itssole and
absolutediscretion,and without noticeto or the approval of any partyor person whomsoever or
whatsoever, includingany Owner: (i)to impose thisMaster Declarationupon any realproperty
{29845327;2} 8
from time to time included within the Waterleigh PD ("Additional Property"); and (ii)to
withdraw from the provisions of this Master Declaration any of the Development (or, if
applicable,AdditionalProperty),which continuesto be owned by Declarant or by any partythat
owns such real property and consents to the withdrawal, and which property has not been
expresslydesignatedhereinas Master Common Area or designatedas such on a Recorded Plat.
Annexations or withdrawals under this Section 2.A. shallbe accomplished by execution by
Declarant of a Supplement describingthe realpropertyto be annexed or withdrawn, as the case
may be, and shallbecome effectivewhen such Supplement isrecorded in the Public Records,
unlessotherwiseprovided therein.
B. Subjecttothe consent of the owner thereof,and,while the Declarantowns
any portion of the lands located within the Waterleigh Development, with consent of the
Declarant,which consent may be granted or withheld in the sole and absolute discretionof
Declarant,the Master Association may annex Additional Property. Such annexation by the
Master Associationshallrequirethe affirmativevote of a majorityof the voting interestsof the
Members presentat a meeting duly calledfor the purpose of consideringand voting upon such
annexation. The annexation of land under thisSubsection 2.B.,shallbe accompanied by the
recordationin the Public Records of a Supplement describingthe property being annexed as
Additional Property, signed by the President and Secretary of the Master Association,by
Declarant (ifDeclarant owns any portion of the Waterleigh Development), and by the owner(s)
of the property being annexed as Additional Property. Any such annexation shallbecome
effectivewhen such Supplement isrecorded inthePublicRecords.
C. No provision of this Master Declaration shallbe construed to require
Declarant or any otherperson or entityto annex or withdraw any realproperty to or from the
scheme ofthisMaster Declaration.
D. The Declaranthereby reservesthe rightto seek and obtain governmental
approvalto modify the Waterleigh PD from time totime. The Declarantshallnot be requiredto
follow any predetermined order of improvement or development of the Waterleigh
Development; and Declarant may annex Additional Property and develop same before
completing the development of the Waterleigh Development as originallyor from time to time
constituted.Priorto Turnover,theDeclarant shallhave thefullpower to add to,subtractfrom or
make changes in the lands included within the Waterleigh Development and in the Waterleigh
PD regardlessof the factthatsuch actionsmay altertherelativevoting strengthof the Members
of the Master Association.
E. Covenants and restrictionsapplicableto annexations to the Waterleigh
Development shall be compatible with, but need not be identicalto, the covenants and
restrictionsset forthin thisMaster Declaration. Such a conditionisretainedby Declarant in
recognitionthatwithin the propertyincluded withinthe Waterleigh Development therewillbe a
variety of land use types and development parameters, conditions and restrictions,thereby
necessitatingdifferingrestrictivecovenants.
{29845327;2} 9
III.
PERMITTED USE
Section 1. Waterleigh Development. Each Parcel shall be improved and used,
occupied and enjoyed solelyand exclusivelyfor such purposes as are approved for such Parcel
pursuantto theWaterleigh PD and forno otheruses or purposes whatsoever.
Section2. Master Common Area. Master Common Area shall be improved,
maintained, used, and enjoyed for the common recreation,health,safety,welfare,benefitand
convenience of all Owners and theirguests and invitees,except that any Limited Master
Common Area may be improved, maintained,used and enjoyed for the common recreation,
health,safety,welfare,benefitand convenience of only certainOwners, and theirguests and
invitees,as designatedfrom time totime by Declarant.
IV.
MASTER COMMON AREA
Section 1. Additional Master Common Area; Transfer of Common Area Between
Master Associationand Sub-Associations.
A. In additionto the property and interestsin property included within the
term "Master Common Area" as definedinArticleI of thisMaster Declaration,Declarant,inits
sole and absolutediscretion,shallhave the rightto convey to the Master Association,and the
Master Associationshallbe obligatedto accept from Declarant,from time to time, any other
property,realor personal,or intereststherein,so long as such propertyis,in the solediscretion
of Declarant, usefulforthe common recreation,health,safety,welfare,benefitor convenience
of the Owners, provided said additionalland is not encumbered by any lien or notice of
violation.Any such additionalproperty conveyed to the Master Association shallbecome and
thereaftercontinue to be Master Common Area which shallbe subject to all covenants,
conditions,restrictions,easements and reservationsset forthin thisMaster Declarationwith
respectto allotherMaster Common Area.
B. Notwithstanding anything to the contrarysetforthherein or otherwise,
the Members, the Owners, and any other person(s) and entity(ies)owning or holding any
interestwhatsoever in the Waterleigh Development or any partthereof,acknowledge and agree
thatwith regardto any Master Common Areas or Limited Master Common Areas locatedfrom
time to time within the boundaries of an InitialParcel:(1)the Declarant,at any time priorto
Turnover (providedthe subjectMaster Common Area or Limited Master Common Area has not
theretoforebeen conveyed to the Master Association),has the unilateralright,power, and
authority,without need or requirement to obtain the consent of the Master Association,any
Owner, any Member, any Mortgagee, or any Sub-Association,to convey one or more of said
Master Common Areas or Limited Master Common Areas to a Sub-Associationformed forsaid
InitialParcel,which Sub-Association shall,via the deed of conveyance from the Declarant,
acceptthe conveyance of such Master Common Areas or Limited Master Common Areas; and
(b)upon conveyance of such Master Common Areas or Limited Master Common Areas to the
Sub-Association,saidMaster Common Areas or Limited Master Common Areas shallbecome
Sub-Association Common Area, to be maintained by the Sub-Association pursuant to the
(29845327;2} 10
subjectSub-Declaration;and (2)the Master Association,at any time priorto Turnover has the
unilateralright,power, and authority,withoutneed or requirement to obtainthe consent of any
Owner, any Member (otherthan Declarant),any Mortgagee, or any Sub-Association,to convey
one or more of said Master Common Areas or Limited Master Common Areas to the Sub-
Association formed for said InitialParcel,which Sub-Association shall,via the deed of
conveyance from theMaster Association,acceptthe conveyance of such Master Common Areas
or Limited Master Common Areas; and (b)upon conveyance of such Master Common Areas or
Limited Master Common Areas to the Sub-Association,saidMaster Common Areas or Limited
Master Common Areas shallbecome Sub-AssociationCommon Area, to be maintained by the
Sub-Associationpursuantto the subjectSub-Declaration.In connectionwith any conveyance of
any Master Common Areas or Limited Master Common Areas to any Sub-Associations
pursuant to this subsection B., it is possible,but not guaranteed,that as a resultof such
conveyance, the amount of Assessments due hereunder may be reduced. It is also possible,
however, thatin connection with any such conveyance(s),the amount of assessments,pursuant
to the subjectSub-Declaration,may be increased.Notwithstanding anythingto the contraryset
forthherein or otherwise:(a)as long as D.R. Horton, or any successorentitythereof,owns fee
simple titleto any "Parcel"(asthatterm,forpurposes of thisArticleIV, Section 1,isdefinedin
the Association Act) within the Waterleigh Development, no transferor conveyance of any
Master Common Areas or Limited Master Common Areas pursuant to thissubsectionB. shall
be permitted without D.R. Horton's priorwritten consent, which consent may be denied or
granted in D.R. Horton's sole and absolutediscretion;and (b)automaticallyeffectiveas of the
time that neitherD.R. Horton nor any successor entitythereofowns fee simple titleto any
Parcelwithin the Waterleigh Development, allright,power, and authorityconcerning transfers
or conveyances of any Master Common Areas or Limited Master Common Areas pursuant to
thissubsectionB. shallforeverterminateand ceaseto exist.
C. Notwithstanding anything to the contrary setforthherein or otherwise,
the Members, the Owners, and any other person(s) and entity(ies)owning or holding any
interestwhatsoever in Waterleigh Development or any part thereof,acknowledge and agree
that:(1) the Declarant,at any time priorto Turnover, has the unilateralright,power, and
authority,without need or requirement to obtain the consent of the Master Association,any
Owner, any Member, or any Mortgagee, to require,cause,and compel the Master Association,
via the subjectdeed of conveyance from a Sub-Declarant or Sub-Association,to accept the
conveyance of fee simple titleto any Sub-AssociationCommon Area, and upon conveyance of
such Sub-Association Common Area to theMaster Association,saidSub-AssociationCommon
Area shallbecome, as determined by Declarant,eitherMaster Common Areas, or Limited
Master Common Areas reserved forthe utilizationand realizationof the Sub-Association (and
itsowners and members pursuanttotheterms of the Sub-Declaration)thatconveyed the subject
Sub-Association Common Area to the Master Association,to be maintained by the Master
Associationaccordinglypursuant to thisMaster Declaration;and (2)the Master Association,in
itssolediscretion,at any time priorto Turnover, has the unilateralright,power, and authority,
without need or requirement to obtain the consent of any Owner, any Member (otherthan
Declarant),or any Mortgagee, viathe subjectdeed of conveyance from a Sub-Declarantor Sub-
Association,to acceptthe conveyance of feesimple titleto any Sub-AssociationCommon Area,
and upon conveyance of such Sub-AssociationCommon Area to the Master Association,said
Sub-Association Common Area shallbecome, as determined by the Master Association,either
Master Common Areas, or Limited Master Common Areas reserved for the utilizationand
(29845327;2} 11
realizationof the Sub-Association (and itsowners and members pursuant to the terms of the
Sub-Declaration) that conveyed the subject Sub-Association Common Area to the Master
Association,to be maintained by the Master Association accordingly pursuant to thisMaster
Declaration.In connection with the Master Association'sacceptance of the conveyance of anySub-Association Common Area pursuant to thissubsectionC., itispossiblethatthe amount of
Assessments due hereunder may be increased.Itisalso possible,however, thatin connection
with any such conveyance(s),the amount of assessments,pursuant to the Sub-Declaration,maybe decreased.Notwithstanding anythingto the contrarysetforthhereinor otherwise:(a)as longas D.R. Horton, or any successorentitythereof,owns fee simple titleto any Parcelwithin the
Waterleigh Development, no transferor conveyance of any Sub-Association Common Area to
the Master Associationpursuantto thissubsectionC. shallbe permittedwithout D.R. Horton's
prior written consent, which consent may be denied or granted in D.R. Horton's sole and
absolutediscretion;and (b)automaticallyeffectiveas of the time thatneitherD.R. Horton nor
any successor entitythereof owns fee simple titleto any Parcel within the Waterleigh
Development, allright,power, and authorityconcerning transfersor conveyances of any Sub-
Association Common Area to the Master Association pursuant to this subsection C. shall
foreverterminateand ceaseto exist.
Section2. Restrictionon Use of Master Common Area. The Master Common Area
shall,subjectonly to the easements specifiedin ArticleVIII of thisMaster Declaration,be
developed, improved, maintained,used and enjoyed solelyfor the purposes specifiedin this
Master Declaration,on the Recorded Plat that createdthe Master Common Area, and in the
instrumentof conveyance conveying such Master Common Area to the Master Association,and
forthe common health,safety,welfare,benefitand recreationof the residentsof and visitorsto
the Waterleigh Development and forno otherpurpose or purposes whatsoever. Notwithstanding
anything in the foregoing to the contrary,use of ResidentialMaster Common Area may be
restrictedto only Owners of ResidentialParcelsand theirtenants,guestsor otherinvitees,and
use of Limited Master Common Area may be restrictedto only those Owners, residentsand
visitorsthathave been identifiedby Declarant as being authorized and entitledto utilizeand
realizethe benefitsof said Limited Master Common Area. No otheruse shallbe made of the
Master Common Area withoutthepriorwrittenconsentof Declarant.
Section3. Encumbrance as Security.The Master Associationshallhave the rightin
accordance with the Governing Documents to (i)borrow money for the purpose of improving,
replacing,restoringor expanding the Master Common Area and to mortgage or otherwise
encumber the Master Common Area solelyas securityforany such loan or loansand (ii)engagein purchase money financingwith respectto personalproperty and equipment purchased by the
Master Association in connectionwith the performance of itsdutiesand obligationspursuant to
this Master Declaration and to secure the payment of the purchase price thereforby the
encumbrance of the personalpropertyand equipment so purchased; itbeing expresslyprovided,
however, thatany such mortgage or otherencumbrance shall(a)be subjectin allrespectsto the
terms and provisionsof the Governing Documents, and (b)be made subordinateto the rightsof
the County or any othergovernmental agency in and to the Master Common Area, includingbut
not limitedto the Master Surface Water Management System. In no event shallthe Master
Associationbe entitledor empowered to mortgage or otherwiseencumber any easements grantedto it.
(29845327;2) 12
Section4. Use by Owners. Subject to any reasonable Rules and Regulations and
subjectalways to (i)the restrictionupon use of Master Common Areas by Commercial Owners
and theirtenants,guests or otherinvitees,as setforthin Section 11 of thisArticleIV, (ii)the
restrictionupon use of Limited Master Common Area as setforthin Section 10 of thisArticleIV
and (iii)any and alleasements granted or reserved in thisMaster Declaration,each and everyOwner shallhave the non-exclusiveright,privilegeand easement to use and enjoy the Master
Common Area for the purpose or purposes for which the same is conveyed, designated and
intended by Declarant and maintained by the Master Association,and such non-exclusiveright,
privilegeand easement shallbe an appurtenance to and shallpass with the titleto each and everyParcel within the Waterleigh Development; subject,however, at all times to the terms,
provisions,covenants,conditions,restrictions,easements and reservationssetforthinthisMaster
Declarationincluding,without limitation,the following:
A. Ifa Member isdelinquentformore than ninety (90) days in the paying of
any Monetary Obligation,the Master Associationmay suspend,untilsuch Monetary Obligationispaid,the rightsof a Member and such Member's family,tenants,guestsor otherinviteesto use
the Master Common Area and facilitieslocated thereon;provided,however, that:(i)any such
suspension of the Master Common Area use rightsmay not impair the rightof a Member or
Tenant of any Parcelto have vehicularand pedestrianingressto and egress from such Parcel,
including,but not limitedto,therightto park; and (ii)no suspension of use rightsshallapply to
any portionof Master Common Area thatmust be used toprovide access or utilityservicesto the
subjectParcel. Any suspensionsto be imposed pursuanttothisSubsectionA. must be approved
ata properlynoticedBoard meeting.
B. The Master Associationmay suspend,for a reasonableperiod of time, the
rightof a Member and such Member's family,tenants,guestsor otherinvitees,touse the Master
Common Area and facilitiesfor the failureof the Member or such Member's family,tenants,
guestsor otherinviteesto comply with any provisionof the Governing Documents, or the Rules
and Regulations;provided,however, that:(i)any such suspension of the Master Common Area
use rightsmay not impair the rightof a Member or Tenant of any Parcel to have vehicularand
pedestrianingressto and egressfrom such Parcel;and (ii)no suspension of use rightsshallapply
to any portionof Master Common Area thatmust be used toprovide access or utilityservicesto
the subjectParcel. A suspension pursuant to thisSubsectionB may not be imposed without at
leastfourteen (14) days'priorwrittennoticeto the person sought to be suspended and a single
opportunity for a hearing before a committee of at leastthree (3) members appointed by the
Board who are not Officers,Directors,or employees of the Master Association,or the spouse,
parent,child,brother,or sisterof an Officer,Director,or employee of the Master Association
("Committee"). Ifthe Committee, by majority vote,does not approve a proposed suspension,it
may not be imposed by the Master Association. The Committee's writtenrecommendation shall
be deliveredto theBoard withinfourteen(14) days afterthedate of the Committee's hearing. If
the Master Association imposes a suspension, the Master Association must provide written
notice of such suspension by mail or hand deliveryto the Member and, ifapplicable,to any
affectedtenants,guestsor otherinviteesof the Member's Parcel,
C. The right of the Master Association to limitthe number of guests of
Owners who may use the Master Common Area from time to time, and to limitor prohibitthe
(29845327;2) 13
use of the Master Common Area by Owners and Members thatarenot then in actualpossession
of saidOwner's or Member's Parcel.
D. The rightof the Master Associationto establish,promulgate and enforce
reasonableRules and Regulationspertaining,and with respect,to theuse of the Master Common
Area pursuantto Section8 of thisArticleIV.
E. The rightof the Master Associationto charge reasonable admission and
other fees to or for the use of the Master Common Area, other than for the use of easements
establishedcreatedor declaredpursuant to thisMaster Declarationor any Recorded Platof the
Waterleigh Development.
F. The rightof the Master Associationto take such stepsas are reasonably
necessarytomaintain,preserve,controland protecttheMaster Common Area.
G. The right of Declarant to designate Master Common Area as Limited
Master Common Area and to designatewhich of the Owners has the rightto enterupon and use
the Limited Master Common Area.
H. The rightof Declarantto requirethatthe Master Associationre-convey to
the Declarant,or convey directlyto any public agency or entity,any Master Common Area
previouslyconveyed by Declarant to the Master Associationin error.Any such re-conveyance
to a public agency or entityshallautomaticallycause allof the easements createdunder Article
VIII or an Recorded Plat to be automaticall void releasedand vacated, and such re-
conveyance to Declarant shallautomaticallycause allof the easements created over Common
Areas under said ArticleVIII or any Recorded Plat to be automaticallyvoid, released and
vacated,ineach casewithout therequirement of any writtenreleasefrom any easement holder.
Section5. Delegation of Use. Any Owner shallbe entitledto and may delegatethe
right,privilegeand easement to use and enjoy the Master Common Area to the members of such
Owner's family,tenants,guestsor otherinvitees;subject,atalltimes,however, to the terms and
conditionsof the Governing Documents and such reasonableRules and Regulations governing
such delegationas may be established,promulgated and enforced by the Master Association
pursuant to Section8 of thisArticleIV. In the event,and forso long as,an Owner shalldelegate
such right,privilegeand easement foruse and enjoyment to Tenants who resideon such Owner's
Parcel,the Owner making such delegationto a Tenant shallbe prohibitedfrom the simultaneous
exerciseof such right,privilegeand easement of and forthe use and enjoyment of the Master
Common Area.
Section6. Waiver of Use. No Owner may exempt itselffrom personal liabilityfor,
or exempt such Owner's Parcelfrom, any Assessments duly leviedby theMaster Association,or
release the Parcel owned by such Owner from the liens,charges, encumbrances and other
provisionsof thisMaster Declaration,or the Rules and RegulationsoftheMaster Association,by
(i)the voluntarywaiver of the right,privilegeand easement for the use and enjoyment of the
Master Common Area, (ii)the abandonment of such Owner's Parcel or (iii)by conduct which
resultsin the Master Association'ssuspension of such right,privilegeand use as provided in
Section4 of thisArticleIV.
{29845327;2} 14
Section7. Administration and Care. The administration, regulation, care,
maintenance, repair,restoration,replacement, preservation and protection of the Master
Common Area shall be the responsibilityof the Master Association as more particularly
provided inArticleVII of thisMaster Declaration,and inthe otherGoverning Documents.
Section8. Rules and Regulations. In addition to the foregoing restrictions,
conditionsand limitationson theuse of Master Common Area, theMaster Associationshallhave
the right,power and authority,subjectto the priorwrittenconsent and approval of Declarant
untilTurnover, to promulgate and impose reasonable Rules and Regulations governing and/or
restrictingthe use of Master Common Area; provided,however, thatno Rules or Regulations so
promulgated shallbe in conflictwith the provisionsof thisMaster Declaration. The Rules and
Regulations shallbe applicableto and binding upon allMaster Common Area and allOwners
and theirsuccessorsand assigns,as well as upon allmembers of theirfamilies,theirtenants,
guests,and otherinviteesand upon allotherpartiesclaimingby,through or under such Owners.
Section9. Payment of Assessments Not Substitutefor Taxes. The payment of
Assessments from time to time established,made, levied,imposed and collectedby the Master
Association pursuant to thisMaster Declaration,including,without limitation,those for the
maintenance of the Master Common Area, shallnot be deemed to be a substituteforor otherwise
relieveany Owner from paying any other taxes,fees,charges or assessments imposed by the
County, or any other governmental authoritywith regard to any portion of the Waterleigh
Development owned by saidOwner.
Section 10. Limited Master Common Area. In connection with its permitting,
development, constructionand sale of the Waterleigh Development, or any part thereof,and
notwithstandinganything to the contrary set forthin the Governing Documents or otherwise,
Declarant,priorto Turnover, in itssole and absolutediscretion,and without noticeto or the
approval of any party or person whomsoever or whatsoever, including,but not limitedto,any
Owner or Member, may designatethatthe benefitsof certainMaster Common Area be reserved
for the utilizationand realizationof only certainOwners. Any such property or interestsso
designated by Declarant shall be considered "Limited Master Common Area". The
designationof Limited Master Common Area may be made pursuant to thisMaster Declaration,
a Supplement or in the deed of conveyance, upon a Recorded Plat,or pursuant to any other
writteninstrumentrecorded by Declarant in the Public Records. Upon such designationof the
Limited Master Common Area, the Owners and Members expresslyidentifiedby Declarant as
being authorizedand entitledto utilizeand realizethe benefitsof such Limited Master Common
Area shallhave the rightsto do so as are provided in thisMaster Declarationwith respectto
Master Common Area. Declaranthereby reservesto itselfthe right,priorto Turnover, in itssole
and absolutediscretion,and withoutnoticeto or theapprovalof any partyor person whomsoever
or whatsoever, including any Owner, to designate or identify,from time to time, additional
Owners as being authorizedand entitledto utilizeand realizethe benefitsof any Limited Master
Common Area designated pursuant to this Section 10. All Master Common Expenses with
respecttothe Limited Master Common Area shallbe assessedonly againstthe Owners identified
by Declarant as being authorizedand entitledto utilizeand realizethe benefitsof the subject
Limited Master Common Area. Additionally,any matter arisingunder thisMaster Declaration
and pertainingto the Limited Master Common Area and requiringa vote of Members of the
Master Association,shallbe decided by a vote of only those Members thathave been identified
(29845327;2} 15
by Declarant as being authorizedand entitledto utilizeand realizethe benefitsof the Limited
Master Common Area.
Section11. Restrictionson Use of Master Common Area by Commercial Owners.
Notwithstanding anything in thisMaster Declarationto the contrary,includingspecifically,but
not limitedto,anything to the contraryin the foregoing provisionsof thisArticleIV, itisthe
express intentand shallbe the effectof this Master Declaration that Commercial Parcels,
Commercial Owners, and the tenants,guestsand otherinviteesof saidCommercial Parcelsand
Commercial Owners, shallnever have any access to or use/enjoyment rightsin respectof any
Master Common Area thatareinthe natureof,or kind or type of,amenitiesdesigned or intended
for enjoyment by naturalpersons including,but not necessarilylimitedto, amenities such as
clubhouses,recreation/fitnesscenters,swimming pools, parks,pedestrian/biketrails,paths,or
boardwalks, beaches, boat docks, boat ramps, boathouses, water bodies, tot lots,ball fields,
playgrounds, etc.(the aforedescribedCommon Area that is excluded from access,use and
enjoyment by the Commercial Parcels,Commercial Owners, and the tenants,guests and other
inviteesof saidCommercial Parcelsand Commercial Owners, being hereinafterreferredto asthe
"ResidentialMaster Common Area"). The expressintentof thisSection 11 being furtherthat
the Commercial Parcels,Commercial Owners, and the tenants,guestsand otherinviteesof said
Commercial Parcels and Commercial Owners, are entitledto the benefitof only such Master
Common Area that is (i)necessary for development of the Commercial Parcel,such as the
Master Surface Water Management System, in compliance with any and all applicable
governmental or quasi-governmentalpermitsand approvals,or (ii)aestheticallybeneficialto the
development of the Commercial Parcel, e.g., entrance features, signage, landscape
improvements, walls,decorativeimprovements and lighting,and otherfeaturesthatenhance the
marketabilityand desirabilityof developing in, or conducting business at,the Commercial
Parcel. Further or specificdesignationof ResidentialMaster Common Area may be made
pursuant tothe deed of conveyance conveying Master Common Area to the Master Association,
upon a Recorded Plat,or pursuant to any other written instrument recorded in the Public
Records. Any doubt as to whether any Master Common Area isincluded within the Residential
Master Common Area shall,priorto Turnover,be resolvedby Declarant,in itssoleand absolute
discretionand, afterTurnover, by the Board. Notwithstanding the foregoing limitationon the
access to and use of ResidentialMaster Common Area by Commercial Parcels,Commercial
Owners, and the tenants,guestsand otherinviteesof said Commercial Parcelsand Commercial
Owners, each such Owner, shall,by acceptance of a deed thereforor otherform of conveyance
thereof,regardlessof whether itshallbe so expressed in any such deed or otherconveyance, be
deemed tohave acknowledged, covenanted and agreed thatthe existenceand presence of Master
Common Area thatis not ResidentialMaster Common Area enhances and protectsthe value,
desirabilityand attractivenessof the Commercial Parcelsand, except as specificallysetforthto
the contrary in this Declaration,the presence of the use restrictionon ResidentialMaster
Common Area does not exempt a Commercial Parcelsor Commercial Owners from Assessments
leviedby theMaster Associationin connectionwith the Master Common Area.
Section12. Sub-AssociationCommon Area. Itisconsistentwith the intentand impact
of thisMaster Declaration that,and nothing herein is intended to prevent,property within,or
propertyinterestspertainingto,a subdividedInitialParcelthatisnot otherwiseMaster Common
Area may be conveyed to a Sub-Associationand become common propertywithin the meaning
as setforthin,and governed by,the Sub-Declarationfor such InitialParcel,and therebybecome
{29845327;2) 16
Sub-Association Common Area for purposes of this Master Declaration. The Master
Association'sinterestin saidSub-AssociationCommon Area, ifany, shallbe only as specificallysetforthinthisMaster Declaration.
Section 13. Public Multi-Use Trails/BikePaths. Pursuant to the Waterleigh PD,
Declarant,alone or togetherwith one or more Sub-Declarants,has establishedor will establish
various multi-usetrails/bikepaths within the Waterleigh Development, the ownership of which
willbe dedicatedtothe County (collectively,"Public Bike Paths"). Notwithstanding dedication
of the Public Bike Paths to the County, the Master Associationshallbe responsibleto maintain
the Public Bike Paths inthe same manner as allotherMaster Common Area, and consistentwith
allordinances,rulesor regulationsof the County, and with allcostsand expenses incurredin
connection therewithshallbe Common Expenses. Each Recorded Plat,when recorded in the
Public Records, shallidentifyand depictthe locationof any Public Bike Paths locatedwithin the
portionof the Community establishedby saidRecorded Plat.
MASTER ASSOCIATION
Section 1. Membership. The Declarant and every Owner shallbe Members of the
Master Association. By acceptance of a deed or other instrument evidencing itsownershipinterestin a Parcel,each Owner acceptsmembership in the Master Association,acknowledges
the authorityof the Master Associationstatedin the Governing Documents, and agreesto abide
by and be bound by the provisions of Governing Documents and the Rules and Regulation.
Notwithstanding anything in thisMaster Declarationto the contrary,Owners of any portionof
any InitialParcelthathas been subdivided and subjectedto the terms and provisionsof a Sub-
Declaration(i.e.,Owners of Subdivided Parcels)shallexerciseallof theirrightsas a "Member"
of the Master Association by and through the Sub-Association formed pursuant to such Sub-
Declaration.Upon proper recordingof a Sub-Declarationand formation of the subsequent Sub-
Association for any InitialParcel,the Sub-Association shallautomaticallybecome vested with
the exclusivepower and authorityto exerciseallrightsas a Member of theMaster Associationin
place of the Owners of the Subdivided Parcelswithin the.InitialParcel for which such Sub-
Association was formed. The foregoingprovisionspertainingto exerciseof membership rightsin the Master Association by Owners and Sub-Associations are not intended,however, and
neithershallthey be deemed, to have any impact upon the obligations,duties,responsibilitiesor
liabilitiesof any Owner of a Subdivided Parcel arisingpursuant to thisMaster Declaration. In
additionto the foregoing,each Owner shallcause itsfamily members, tenants,guestsand other
inviteesto abide and be bound by theprovisionsof the Governing Documents and the Rules and
Regulations.
Section2. Voting Rights. The voting rights of the Members of the Master
Association shallbe allocatedand exercised as set forthin the following provisions of this
Section2.
A. Membership intheMaster Associationshallbe dividedintoClassA, Class
B and Class C Members and the membership in each such class,and the votingrightsapplicable
thereto,shallbe allocatedas follows:
(29845327;2) 1'/
Class A. Class A Members shallbe allOwners of InitialParcels,with the
exceptionof the Declarant(priorto Turnover). ClassA Members shallbe allocatedone vote for
each InitialParcel in which they hold the interestrequired for membership in the Master
Associationpursuantto Section 1 directlyabove.
Class B. Class B Members shallbe allOwners of Subdivided Parcels,
with the exception of Declarant (priorto Turnover); provided, however, that allmembership
rightsof the Class B Members shallbe exercisedonly by and through the Sub-Association
formed forthe InitialParcelwithin which such Subdivided Parcelislocated. Sub-Associations
shallhave one (1)vote foreach InitialParcelrepresentedby such Sub-Association.
Class C. The Class C Member shallbe Declarant,or itsspecifically
designated (inwriting)successor(s)or assign(s).The Class C Member shallbe allocatedthe
number of votes equalto the totalnumber of ClassA Member votes and Class B Member votes,
plus one (1),Class C Membership shallcease and become converted to Class A Membership or
ClassB Membership, as appropriate,upon Turnover.
If afterTurnover, the Master Association shallever have an even number of
Voting Members (e.g.,five(5),seven (7),etc.),then notwithstandingthe foregoing,during the
period of time thatthe Master Associationhas an even number of Voting Members, the Initial
Parcel with the most lotsapproved for development per the Waterleigh PD shallhave two (2)votes (to be exercisedthrough itssingleVoting Member) on allMaster Association matters
requiringmembership vote.
B. When any Parcel isowned of record in the name of two or more personsor entities,whether fiduciaries,jointtenants,tenantsin common, tenantsinpartnership,or in any
othermanner of jointor common ownership, or iftwo or more persons or entitiesshallhave the
same fiduciaryrelationshiprespectingthe same Parcel,then unless the instrument or order
appointingthem or creatingthe tenancy otherwisedirectsand itor a copy thereofis filedwith
the Secretary,such Owner shall;(i)selectone officialrepresentativeto representsuch Parceland
exerciseallrights("Representative"),which Representativeshallbe the only person or partywith the rightto exerciseany rightsof membership in the Master Associationwith respectto
such Parcel,including,but not limitedto,votingwith respectto such Parceland (ii)shallnotifythe Secretaryin writingof the Representative'sname. The vote of each Representativeshallbe
considered to representthe will of allthe Owners of thatParcel. In the circumstance of such
common ownership, if the Owners fail to designate a Representative,then the Master
Association may accept the person assertingthe rightto vote on behalf of the Parcel as the
Voting Member untilnotifiedto the contraryby the otherOwner(s). Upon such notificationno
Owner of saidParcelmay vote untilthe Owner(s) appoint theirRepresentativepursuant to this
paragraph.
C. The voting rightsof any Voting Member may be suspended for failureto
pay Monetary Obligationsas provided inArticleIX, Section 10 of thisMaster Declarationor the
AssociationAct.
D. Voting of Members as to mattersunder thisMaster Declarationpertainingto Limited Master Common Area shallbe decided by a vote of only those Members expressly
{29845327;2) 18
identifiedby Declarant as being authorizedand entitledto utilizeand realizethe benefitsof the
Limited Master Common Area.
Section3. Change of Membership.
A. Change of membership in the Master Association shallbe establishedby
recordingin the Public Records of a deed or otherinstrumentconveying record fee titleto any
Parcel,and, atthe Master Association'selection,by the deliveryto the Master Associationof a
copy of such recorded instrument. The Owner designated by such instrument shall,by
acceptance of such instrument,.become a Member of the Master Association, and the
membership of the priorOwner with respectto such conveyed land shallbe terminated. In the
event thata copy of saidinstrumentisnot deliveredtothe Master Association,saidOwner shall
become a Member, but shallnot be entitledto voting privilegesenjoyed by itspredecessorin
interestuntildeliveryof a copy of the conveyance instrumentto the Master Association. The
foregoing shallnot, however, limitthe Master Association'spowers or privilegesand the new
Owner shallbe liablefor accrued and unpaid fees and Assessments attributableto the Parcel
acquired.
B. An Owner's membership interestin the Master Association shallnot be
assigned,hypothecated or transferredin any manner or way except as an appurtenance to the
Owner's Parcel. Membership in the Master Associationby allOwners shallbe compulsory and
shallcontinueas to each Owner untilsuch time as such Owner transfersor conveys of record all
of itsinterestinthe Parcelupon which itsmembership isbased or untilsaidinterestistransferred
or conveyed by operationof law, atwhich time the membership shallautomaticallybe conferred
upon the transferee.Membership shallbe appurtenantto,run with, and shallnot be separated
from therealpropertyinterestupon which such membership isbased.
Section4. Directors:Declarant Right to Appoint Directors;Officers.Within ninety
(90) days afterbeing electedor appointed to the Board, each Directorshallcertifyin writingto
the Secretarythathe or she has read thisMaster Declaration,the Articlesof Incorporation,the
Bylaws, the Rules and Regulations,and any other writtenrules and policiesof the Master
Association;thathe or she willwork to uphold such documents and policiesto thebestof hisor
her ability;and thathe or she willfaithfullydischargehis or her fiduciaryresponsibilityto the
Members. Within ninety (90) days afterbeing electedor appointed to the Board, in lieuof such
writtencertification,the newly electedor appointed Directormay submit a certificateof having
satisfactorilycompleted the educational curriculum administered by a Division-approved
education provider within one (1)year before or ninety(90) days afterthe date of electionor
appointment. The writtencertificationor educationalcertificateis valid for the uninterrupted
tenure of the Director. A Director who does not timely filethe written certificationor
educationalcertificateshallbe suspended from the Board untilhe or she complies with the
requirement. The Board may temporarilyfillthe vacancy during the period of suspension. The
Master Associationshallretaineach Director'swrittencertificationor educationalcertificatefor
inspectionby the Members for five (5) years afterthe Director'sappointment or election.
However, the Master Association'sfailureto have the written certificationor educational
certificateon filedoes not affectthevalidityof any Board action.
{29845327,2} 19
Priorto Turnover, Declarant,as the Class C Member, shallhave the sole and absolute
rightto appointallof themembers ofthe Board; provided,however, thatifatany time Declarant
isnot permittedunder Floridalaw toappointsuch Directors,then the Class C Member shallhave
the sole and absolute rightto electall such Directors,which election,to the fullestextent
permitted under the Association Act, may be conducted via written consent of the Class C
Member, in lieuof a meeting of the Class C Member. Priorto Turnover, Directorsmay only be
removed and replaced by Declarant, as the Class C Member, pursuant to the Governing
Documents. Notwithstanding the foregoing,Members otherthan Declarant are entitledto elect
at leastone (1)member of the Board iffiftypercent (50%) of the Parcelsin allphases of the
Waterleigh Development which willultimatelybe operatedby the Master Associationhave been
conveyed to Members otherthan Declarant.Any Directorsappointed by Declarantor electedby
the Class C Member priorto Turnover, or appointed or electedby Declarant pursuant to this
Section4, need not be Members and need not be residentsof the Stateof Florida. All other
Directorsshallbe Class A Members of the Master Association,or theirdesignatedrepresentative
ifsuch Member is an entityotherthan an individual,or designatedrepresentativesof Class B
Members of the Master Association,and residentsof the Stateof Florida. After Turnover, no
Member or Owner, or representativethereof,may serve as a Director if:(i)such Member or
Owner is more than ninety (90) days delinquent or deficitwith regard to payment of any
Monetary Obligation owed to the Master Association, or (ii)such Member or Owner, or
representativethereof,has been convicted of any felony in the Stateof Floridaor in a United
StatesDistrictor TerritorialCourt,or has been convicted of any offensein anotherjurisdiction
thatwould be considered a felony in the Stateof Florida,unless such individual'scivilrights
have been restoredfor atleastfive(5)years as of the date such individualseeks electionto the
Board. Any Directorcharged by informationor indictmentwith a felonytheftor embezzlement
offense involving the Master Association'sfunds or property shallimmediately be deemed
removed from office.The Board shallfillthe vacancy according to the applicableprovisionof
thisMaster Declarationuntilthe end of the period of the suspension or the end of the Director's
term of office,whichever occurs first.However, ifthe charges areresolvedwithout a findingof
guiltor without acceptance of a pleaof guiltyor nolo contendere,the Directorshallbe reinstated
for any remainder of his or her term of office. A Member who has such criminal charges
pending may not be appointed or electedto a positionas a Director.
Priorto Turnover, (y)the Board shallconsistof three(3)Directors;and (z)thenumber of
Directorsmay not be increasedor decreased without Declarant'spriorwrittenconsent,which
consent may be granted or denied by Declarant in itssoleand absolutediscretion.The term of
officeof the initialDirectorsappointedhereinby Declarantshallexpireatthetime of Turnover,
unlessotherwiserequiredby Floridalaw. After Turnover, Directorsshallbe electedtothe Board
by a vote of theMembers. Notwithstanding anything inthe foregoingto the contrary,Declarant
shall,without regardto thenumber of votes allocatedto Declarant,be entitledto appointone (1)member of the Board for as long as Declarant isthe Owner of at leastfivepercent(5%) of the
totalnumber of the combined Parcelswithinthe Waterleigh Development. Nothing containedin
the foregoing,however, isintended,nor shallbe deemed, to createany obligationupon Declarant
to exercisesuch rightto electsuch one (1)Director.
Any Officercharged by informationor indictmentwith a felony theftor embezzlement
offense involving the Master Association'sfunds or property shall immediate be deemed
removed from office.The Board shallfillthe vacancy accordingto the provisionsof thisMaster
(29845327;2) 20
Declaration untilthe end of the period of the suspension or the end of the Officer'sterm of
office,whichever occurs first.However, ifthe charges areresolvedwithout a findingof guiltor
without acceptance of a plea of guiltyor nolo contendere,the Officershallbe reinstatedforany
remainder of his or her term of office.A Member who has such criminalcharges pending maynot be appointed or electedto a positionas an Officer.
VI.
SUBDIVIDED PARCELS
Section1. Required Sub-Associations.A Sub-Association shallbe formed for anyInitialParcel upon subdivisionof such InitialParcel into more than one legallyrecognized
parcel,whether by Recorded Plator other subdivisionprocess,and a Sub-Declaration shallbe
recorded against such InitialParcel that complies in all substantive respects with the
requirements of,and imposes upon such Sub-Associationallobligationsrequiredby, thisMaster
Declaration. All Subdivided Parcels created by the subdivisionof the InitialParcel shallbe
made subject to the Sub-Declaration and all Owners of such Subdivided Parcels shallbe
members of the Sub-Association.The Sub-Associationshallbe formed, and the Sub-Declaration
recorded, prior to, or simultaneously with, the creation of any Subdivided Parcel.At the
discretionof the Owners of the InitialParcels,InitialParcelsthatare subdivided as described
above may be subjectedto the same Sub-Declarationand governed by the same Sub-Association.
Notwithstanding anything in the foregoing to the contrary,however, no Sub-Declaration or
Recorded PlatcreatingSubdivided Parcelsmay be recorded againstany InitialParcelunless and
untilthe terms and provisions of the Sub-Declaration and the Articlesof Incorporationand
Bylaws of the Sub-Association,and the Plat,have been approved, in writing,by the Declarant
and evidence thereofrecorded in the Public Records of the County. Additionally,the Declarant
and the Master Associationshallbe thirdpartybeneficiarieswith respectto any Sub-Declaration
and shallbe entitledto enforcethe covenants,conditionsand restrictionssetforththereinas and
to the same extent as such partiesare entitledto enforce thisMaster Declaration as more
particularlysetforthin Section10 of ArticleXVIII of thisMaster Declaration.
In the event of such subdivisionof an InitialParcel,the Sub-Association shallhave the
exclusive authorityand rightto representthe Owners thatown Subdivided Parcelswithin the
InitialParcelrepresentedby the Sub-Associationas to allmattersthatmay be brought beforethe
membership of the Master Associationpursuant to the Governing Documents, including,but not
limitedto,the castingof allvotes attributableto the Owners of Subdivided Parcelsrepresented
by such Sub-Associationpursuant to Section 2.A. of ArticleV above; provided, however, that
the Sub-Declaration must contain provisionsproviding thatOwners within a particularInitial
Parcel shallbe entitled,separateand apart,and without input,from Owners within otherInitial
Parcels representedby the Sub-Association,to directthe Sub-Association with respectto its
representationof the Owners of such InitialParcel in allmembership matters of the Master
Association pursuant to this Master Declaration,the Articlesof Incorporationand Bylaws,
including,but not limitedto,the castingof allvotes attributabletothe Owners within such Initial
Parcel.
Section2. Notices. Any noticesrequiredunder thisMaster Declarationto be sentto
Owners of Subdivided Parcels,shallbe deemed duly and sufficientlygiven if such notice is
deliveredto the Sub-Association for such InitialParcel.Each Sub-Declaration shallprovide a
{29845327;2} 21
mechanism for the establishment and operation of the Sub-Association, as well as the
designationof a representativeof the Sub-Associationto exercisethe powers and authoritiesof
the Sub-Associationpursuantto thisMaster Declaration.
Section3. Superiorityof Master Declaration.Notwithstanding the subdivisionof an
InitialParcelor formation of the Sub-Associationand recordingof any relatedSub-Declaration,
the Master Associationshallhave the obligation,power and authorityto take any and allactions
necessary to fulfillthe obligationsand requirements setforthin thisMaster Declarationwith
respect to the InitialParcel to which such Sub-Declaration and Sub-Association pertain
including,but not limitedto,ifnecessary,theformation of the Sub-Associationand the creation
and recordingof any relatedSub-Declaration. No terms or provisionsof any Sub-Declaration,
nor any rulesor regulationsof any Sub-Association,may be inconsistentor conflictwith any
terms or provisions of this Master Declaration or any Rules or Regulations of the Master
Association,and in the event of any such inconsistency,the terms and provisionsof thisMaster
Declaration and the Rules and Regulations of the Master Association shallprevail. Sub-
Declarations shall be subordinate and inferiorto the terms and provisions of this Master
Declaration.
In recognitionof the factthatwithin theWaterleigh Development therewillbe a variety
of land use types and development parameters,conditionsand restrictions,thereby necessitating
differingrestrictivecovenants,including,but not limitedto,covenants,conditions,restrictions,
reservationsand architecturalguidelines,(i)Sub-Declarationsmay containadditionalcovenants
and restrictionsapplicableonly to the InitialParcelthatisthe subjectof such Sub-Declaration
and thatarenot inconsistentor incompatible with the covenants and restrictionssetforthin this
Master Declarationand (ii)the covenants,conditions,restrictions,reservationsand architectural
guidelineswithinthevariousSub-Declarationsneed not be identicaltothe covenants,conditions,
restrictions,reservationsand architecturalguidelinescontainedin otherSub-Declarations.
Section4. Member Responsibility.Notwithstanding the formation of any Sub-
Association or recording of any Sub-Declaration,the Owners of the Subdivided Parcelsshall
remain responsiblefor compliance with the terms and provisions of thisMaster Declaration,
including,but not limitedto,payment of Assessments leviedby the Master Associationpursuant
to theprovisionsof ArticleIX, below.
Section5. Identificationof Master Common Area. Recorded Plats creating
Subdivided Parcelsfrom InitialParcelsshall,where known, designateon the Recorded Platall
Parcels that are intended to be held by the Master Association as Master Common Area,
including,where applicable,a designationof such Master Common Area as Limited Master
Common Area or ResidentialMaster Common Area.
Section6. Subdivision Improvements. Notwithstanding anything to the contraryset
forthhereinor otherwise,as to each Sub-Declarationformed with regardto or encumbering any
InitialParcel,the Sub-Declarant under the subjectSub-Declarationshall,atalltimes,and forall
purposes under Florida law, be deemed the "Developer" (as that term is defined in Section
720.308(3) of the FloridaStatues)of the subjectInitialParcel's"SubdivisionImprovements" (as
thatterm isdefinedbelow), regardlessof whether any of the subjectInitialParcel'sSubdivision
Improvements were or are constructed by Declarant,meaning that Declarant shallhave no
(29845327;2) 22
responsibilities,obligations,or liabilitieswhatsoever with regard to or concerning the subjectInitialParcel's Subdivision Improvements, with any such responsibilities,obligations,or
liabilitiesdeemed expresslyassumed and acceptedby the subjectSub-Declarant.For purposes of
thisMaster Declaration,the term "Subdivision Improvements" shallmean and referto the
subjectInitialParcel'sroads,drives,streets,driveways, and sidewalks;easements and easement
areas;water and sewer systems; utilities;drainage pipes and improvements; retentionponds;surface water or stormwater management system; conservation areas; lakes, ponds, and
waterways; open areas; recreationaltractsand amenities; and all other infrastructureand
common areas and structuresthereon, any of the foregoing of which are located within the
subjectInitialParcel and serveand/or supportin any way allor any portionof the InitialParcel
including,but not limited to, any subdivisionand onsite or offsiteimprovements. Deemed
automaticallybinding and effectiveupon any Sub-Declarant'srecordingof any Sub-Declaration,
Declarant and said Sub-Declarant shallbe deemed to have accepted, as a binding bilateral
contract between Declarant and Sub-Declarant, the foregoing allocationof responsibilities,
obligations,and liabilitiesconcerning the SubdivisionImprovements.
VII.
FUNCTIONS OF MASTER ASSOCIATION
Section 1. Objectives,Purposes and Function. The Master Association has been
createdand establishedin orderto advance the objectsand purposes of thisMaster Declaration.
The Master Associationshallhave exclusivejurisdictionover,and the soleresponsibilityfor,(i)the administrationand enforcement of this Master Declaration,(ii)the establishment,levy,
imposition,enforcement and collectionof allAssessments for which provisionis made in this
Master Declaration,(iii)the administration,regulation,care,maintenance, repair,restoration,
replacement,preservationand protectionof the Master Common Area, (iv)the payment of all
Master Common Expenses, and (v) the promotion and advancement of the health,safetyand
generalwelfare of the Members of the Master Association;allas more particularlyprovided in
thisMaster Declarationand in the Articlesof Incorporation,Bylaws and Rules and Regulationsofthe Master Association.
Section2. Duties and Powers, Generally. In additionto those dutiesand powersconferredby law and those specifiedand enumerated in itsArticlesof Incorporationand Bylaws,the Master Associationshallalsohave such dutiesand powers as are,respectively,imposed and
conferredupon itpursuant to thisMaster Declaration,including,without limitation,such duties
and powers as may be reasonably necessary for,and incidentalto,the accomplishment of the
objectsand purposes forwhich theMaster Associationhas been createdand established.
Section3. Master Common Area. The Master Association,subjectto the rightsof
the Owners setforthin thisMaster Declaration,as well as the maintenance obligationsof the
Owners setforthin ArticleXI, Section4, shallbe exclusivelyresponsibleforthe management,
operationand controlof the Master Common Area and allimprovements thereon (including,without limitation,furnishingsand equipment relatedtheretoand common landscaped areas)and
shallkeep the Master Common Area in good, clean,attractive,and sanitarycondition,order,and
repair,pursuant to the terms and conditionshereof and consistentwith the Community-WideStandard.
(29845327;2} 23
Section4. Personal Property and Real Property for Common Use. The Master
Association,through action of the Board, may acquire,hold, and dispose of tangible and
intangiblepersonalpropertyand realproperty. Priorto Turnover,the Board, actingon behalfof
the Master Association,shallacceptany realor personalproperty,leasehold,or otherproperty
interestswithinthe Waterleigh Development conveyed to itby theDeclarant.
Section5. Duties of the Master Association. The Master Association,actingby and
through the Board, shall,in addition to those general and specificduties,responsibilities,
obligationsand powers elsewhere referencedinthe Governing Documents or imposed upon itby
law,have thefollowing specificduties,responsibilitiesand obligations:
A. To pay allMaster Common Expenses and any other expenses associated
with themanagement and administrationof thebusinessand affairsof the Master Association.
B. To establish,make, levy,impose, enforce and collectallAssessments for
which provisionismade in the Governing Documents or which shallotherwisebe necessaryto
provide and assure the availabilityof such funds as may be reasonably necessary to pay all
Master Common Expenses or otherwise conduct the business and affairsof the Master
Association.
C. To maintain and operate all Master Common Area, subject to the
maintenance obligationsof the Owners setforthherein,and allpublicrightsof way (totheextent
permittedby any governmental authority)which are locatedwithin or in a reasonableproximity
to the Waterleigh Development, the deteriorationof which would adversely affect the
appearance or the operationof the Master Common Area. The Master Associationmay adopt
standards of maintenance and operation which are consistentwith the Community-Wide
Standard. In allevents,however, theMaster Common Area shallbe maintained and operatedin
compliance with any and allgovernmental permits,rules,regulationsor requirements.
D. To maintain,repairor replaceany of the Waterleigh Development, or any
improvements, structures,facilitiesor systems locatedthereon,as and to the extentprovided in
thisMaster Declarationand with respectto which the Master Associationhas been granted an
easement forsaidmaintenance.
E. To take any and allactionsnecessaryto enforce allcovenants,conditions
and restrictionsaffectingthe Waterleigh Development and to perform any of the functionsor
servicesdelegatedtothe Master Associationinthe Governing Documents.
F. To conduct the business of the Master Association,includingbut not
limitedto administrativeservicessuch as legal,accounting and financial,and communication
servicesinforming Members of activities,notice of meetings, and other important events. The
Master Association shallhave the rightto enterintomanagement agreements, including with
companies affiliatedwith Declarant,in orderto provide itsservices,and perform itsfunctions.
G. To establishand operatethe ARC atsuch time thatthe Master Association
isdelegatedsuch purpose and authorityby theDeclarant.
{29845327;2) 24
H. To adopt, publish and enforce such Rules and Regulations as the Board
deems necessary in connection with the fulfillmentof the duties and powers of the Master
Association arisingpursuantto the Governing Documents or by any otherapplicablelaws.
I. At the soleoptionand discretionof the Board, to conduct recreation,sport,
craft,and culturalprograms of interestto Members, theirfamilies,tenants and guests and
charging admission or otherfeesfortheoperationthereof.
J. To constructimprovements on Master Common Area as may be required
to provide the servicesas authorizedinthisArticleVII.
K. The Master Associationmay also (butshallnever have any obligationto)
provide exteriormaintenance upon any Parcelthe responsibilityforwhich maintenance belongs
to the Owner of saidParcelbut which, in the opinion of the Board, requiressuch maintenance
because said Parcel is being maintained in a manner inconsistentwith the Community-Wide
Standard of the Waterleigh Development or otherrequirements of the Governing Documents or
the Rules and Regulations. The Master Association shallnotifythe Owner of said Parcel in
writing,specifyingthenatureof the conditionto be corrected,and ifthe Owner has not corrected
the condition within fifteen(15) days afterdate of said notice,the Master Association may
correctsuch condition. Said maintenance may include but is not limitedto,painting,repairs,
replacement and maintenance of roofs,gutters,down spouts,exteriorbuildingsurfaces,trees,
shrubs,grass,and otherlandscape items,walks and otherexteriorimprovements, such as,but not
limited to pools. For the purpose of performing the exteriormaintenance authorized by this
Section 5.K.,theMaster Association,through itsduly authorizedagentsor employees, shallhave
the right,afterreasonablenoticeto the Owner, to enterupon any Parcel atreasonable hours on
any day except Saturday,Sunday and legalholidays;provided,however, theMaster Association
shallhave the rightof entrywithout notice,atany time and on any day, ifnecessary to correct
an emergency situation.The cost of such maintenance shallbe assessedagainstthe Parcelupon
which such maintenance isperformed as an IndividualAssessment.
L. To establish any use or amenity fees and promulgate Rules and
Regulations respectingtheuse of Master Common Area and Master Associationfacilitieslocated
thereon by Members and persons otherthan Members.
M. To engage in any activitiesreasonably necessary to remove from the
Master Common Area any pollutants,hazardous waste or toxic materials,and by Special
Assessment or IndividualAssessments, recover costs incurred from the Owner(s) causing or
upon whose propertysuch materialswere locatedor generated.
N. Subjectto the Board'ssolediscretionin determiningthetypes of insurance
coverages to purchase,and the amounts thereof,to provide adequate insuranceprotectionon and
for the Master Common Area and, consistentwith theirrespectiveduties,responsibilitiesand
liabilities,provide adequate insuranceprotectionon and forthe Master Associationitselfand its
Officersand Directors,as well as forthemembers of theARC.
O. To act as the operating/responsibleentity under, and to assume
responsibilityfor compliance with, allpermits or other governmental or quasi-governmental
(29845327;2) 25
approvalsassignedby Declarantto theMaster Association,inDeclarant'ssolediscretion,so long
as such permits or approvals are,in the sole discretionof Declarant or the Board, useful or
necessary for the common recreation,health,safety,welfare,benefit or convenience of the
Waterleigh Development or the Master Association. Furtherin thisregard,acceptance of such
assignments from Declarant shallbe mandatory upon the Master Associationpriorto Turnover.
Notwithstanding anything in the foregoingto the contrary,no Owner may transferto the Master
Associationany such permit or approval,or any obligationor responsibilityarisingthereunder,
obtained by such Owner in conjunctionwith itsdevelopment of a Parcel ("Owner Permit").
Responsibilityfor compliance with the Owner Permit shallremain with the Owner of the
respectiveParcel,or shallbe transferredto a Sub-Association(ifpermittedhereunder) meeting
the requirementsforan operatingentityas establishedby the issuerof saidOwner Permit.
Section6. Powers of Master Association. The Master Association,actingby and
through itsBoard, shall,in additionto those generaland specificpowers elsewhere referencedin
the Governing Documents or imposed upon itby law,have the followingspecificpowers:
A. Except as may be limitedby the terms of the Governing Documents, to
acquire,own, hold, control,administer,manage, operate,regulate,care for,maintain,repair,
replace,restore,preserve, protect,insure, buy, sell,lease,transfer,convey, encumber or
otherwisedeal in or with realor personalproperty,(orany interesttherein,includingeasements)
(i)which is,or upon itsacquisitionby the Master Associationshallthereupon become, Master
Common Area as definedinthisMaster Declaration,includingthepower to enterintoany leases
or other arrangements with appropriate governmental agencies necessary for the use of
sovereigntylands associatedwith any of the Master Common Area, or (ii)the responsibilityfor
which isdelegatedto the Master Associationpursuantto the terms and provisionsof thisMaster
Declaration,and furtherincludingthe power to direct,conduct, maintain or support activities
within or upon the Waterleigh Development in order to limitor controlaccess to said Master
Common Area.
B. To establish,make, levy,impose, enforceand collectallAssessments and
impose, forecloseand otherwiseenforceallliensforAssessments forwhich provisionismade in
thisMaster Declarationin accordance with the terms and provisionsof thisMaster Declaration
and theArticlesof Incorporationand Bylaws.
C. To establish,make, levy, impose, enforce and collect fines and
temporarilysuspend rightsof use of Master Common Area againstany Owner and Parcelforany
violationof the covenants,conditionsand restrictionssetforthin the Governing Documents, or
intheRules and Regulations,allin accordance with theterms hereof and of theAssociationAct.
D. To create,establish,maintain, and administer such capitalexpenditure
reserves and other reserve funds or accounts as shall,in the discretionof the Board, be
reasonably necessary to provide and assure the availabilityof funds necessary for the care,
maintenance, repair, replacement, restoration,preservation,and protection of all Master
Common Area, includingalleasements and facilities,and for such otherpurposes as the Board,
in itsreasonablediscretion,shalldeem necessaryor appropriate.
E. To sue and be sued and to defend any suitsbrought againstit.
(29845327;2} 26
F. Subject to the limitationsspecifiedin Section 7 of thisArticleVII, to
borrow such money as may reasonably be required to discharge and perform the duties,
responsibilitiesand obligationsimposed upon the Master Associationpursuant to the GoverningDocuments.
G. To employ such persons or to contractwith such independent contractors
or managing agents as shallbe reasonablyrequiredin orderforthe Master Associationto carry
out,perform and dischargeallor any partof itsduties,obligationsand responsibilitiespursuantto the Governing Documents; provided,however, thatany such employment contractor contract
with any independent contractoror managing agent fora term of more than one (1)year shall,byitsexpress terms, be terminable (i)for cause at any time upon not more than thirty(30) dayswrittennoticeby the Master Associationand (ii)without cause at any time afterone (1)year
upon not more than sixty(60) days writtennoticeby eitherparty;and,provided further,thatanysuch contractshallotherwisebe subjecttotheprovisionsof Section7 of thisArticleVII.
H. To provide equipment, facilitiesand personnel or to contractwith an
independent contractoror independent contractors,for such public or quasi-publicservicesas
may be deemed by the Master Association to be reasonably necessary or desirablefor the
common health,safetyand generalwelfareof the Owners, including,without limitation,internal
security and protection services,garbage and trash pickup and disposal services,cable
television/internetservicesand streetlightingservices.
I. To take such stepsas may be necessary to enforce the provisionsof the
Governing Documents, the Community-Wide Standard, and the Rules and Regulations,
including,without limitationthe employment of counsel and the institutionand prosecutionof
litigationto enforcethe saidprovisionsincluding,without limitation,such litigationas may be
necessary to collectAssessments and forecloseliens for which provisions are made in the
Governing Documents.
J. To encourage, cause, facilitate,assistand cooperate in the formation,
establishmentand operationof a Community Development Districtand/orMSTU/MSBU.
K. To establish,undertake,and promote, from time to time, allat Master
Common Expense, socialactivitiesor programs; educationalprograms; cultural,artisticand
environmental programs; charter clubs and other similar services,activitiesor programs
designed,intended,or implemented to furthera sense of community among Owners of Parcels
and residents/occupantsthereof.Nothing in this Subsection K shallever be construed as a
representationor promise by Declarant or the Master Association as to which, ifany, of the
foregoingmay be established,undertaken,promoted, or (asapplicable)continued by the Master
Associationfrom time totime.
Section7. Limitationsand Restrictionson Power of Master Association. In addition
to such other restrictionsor limitationson the powers of the Master Association as may be
imposed by law or elsewhere in the Governing Documents, priorto the Turnover, no party other
than Declarant,eitherdirectlyor through the Directorsappointed/electedby Declarant,shall
have the right to promulgate, enact, change, modify, alter,amend, rescind,supplement or
augment any Rules and Regulations. In additionto such otherrestrictionsor limitationson the
{29845327;2) 27
powers of the Master Association as may be imposed by law, or elsewhere in the Governing
Documents, and without limitingthe generalityof any thereof,at any time that,and forso long
as,Declarant owns any portion of the Waterleigh Development, the Master Association shall
have no authorityto,and shallnot,undertake any actionwhich shall:
(1) decrease the level of maintenance services of the Master
Associationperformed by theinitialBoard;
(2) make or levy any SpecialAssessment or IndividualAssessments
againstor upon Declarant'spropertyor againstorupon Declarant;
(3) modify, amend or altertheWaterleigh Land Use Plan;
(4) terminateor cancelany contractsof theMaster Associationentered
into priorto Turnover, except when expresslypermitted pursuant to Section 720.309 of the
AssociationAct;
(5) terminateor waive any rightsof the Master Associationunder the
Governing Documents;
(6) convey, lease,mortgage, alienateor pledge any Master Common
Area ofthe Master Association;
(7) acceptthe conveyance, lease,mortgage, alienationorpledge of anyrealorpersonalpropertytotheMaster Associationfrom any partyotherthan Declarant;
(8) terminate,cancel,convey, lease,mortgage, alienateor pledge anyeasements grantedor reservedinthe Governing Documents;
(9) terminateor impair in any fashion any easements,powers or rightsof Declarantunder or pursuantto the Governing Documents;
(10) restrictDeclarant'srightof use,accessand enjoyment of any of the
Waterleigh Development;
(11) cause the Master Association to defaulton any obligationof it
under any contractor the Governing Documents, unless Declarant consents in writingto the
prohibitedaction,which consent shallbe exercisedby itsappointee(s)on the Board or other
person expresslydesignatedto so actby Declarant;or
(12) modify, amend or change in any way any permits or other
governmental or quasi-governmentalapprovalstransferredor assignedto the Master Association
by Declarant,without thepriorwrittenapprovalof Declarant,which approvalmay be denied.
Section8. Limitations and Restrictionson Power of Master Association to Act
Without Member Approval. In additionto such otherrestrictionsor limitationson thepowers of
the Master Association as may be imposed by law, elsewhere in thisMaster Declaration or
elsewhere in the Governing Documents, and without limitingthe generalityof any thereof,the
{29845327;2) 28
Master Associationshallbe prohibitedfrom takingany of thefollowingactionswithout the prior
approval of a majorityof theMembers present,inperson or by proxy, ata specialmeeting of the
Members held forthe specificpurpose of obtainingMember approval ofthefollowingactions:
A. The entryintoof employment contractsor othercontractsforthe delivery
of servicesor materialsto theMaster Associationhaving a term in excess of one (1)year,except
inthe case of prepaid insurance,casualtyor liabilitycontractsor policiesfornot more than three
(3)years duration;provided thatthe applicablecontractor policyprovides forand permits early
cancellationby the insured.
B. The borrowing of any funds secured by a pledge, assignment or
encumbrance of the rightand duty of the Master Associationto exerciseitspower to establish,
make levy,impose, enforce and collectany Assessments for which provision is made in the
Governing Documents whereby as a resultof such pledge,assignment or encumbrance such right
and power of assessment may be exercised by a party other than the Master Association or
whereby the Master Associationshallbecome obligatedto establish,levy,enforce and collect
any Assessment or Assessments in a particularamount or within a particulartime so as to
effectivelydivertfrom the Master Association and the Board the right,duty and discretionto
establish,make, levy,impose, enforceand collectAssessments in such amounts and within such
time periods as the Board, in itsdiscretion,shalldeem to be necessary and reasonable. Itis
expressly provided, however, that the foregoing limitationand restrictionupon the pledge,
assignment or encumbrance of the assessment rightsherein contained shallnot preclude the
Master Association from pledging or making an assignment of or otherwise encumbering any
Assessment which is then payable to or which will thereafter,in the ordinary course of the
Master Association'sbusiness,become payable to theMaster Associationprovided thatany such
assignment,pledge or encumbrance, though then presentlyeffective,shallallow and permit any
such Assessments to continuetobe paid to and used by theMaster Associationas setforthin the
Governing Documents unlessand untilthe Master Associationshalldefaulton the repayment of
the debt which issecuredby such pledge,assignment or encumbrance.
C. The sale,transferor otherdisposition,whether or not forconsideration,of
any real property owned by the Master Association as Master Common Area; provided,
however, in no event shallthe Master Association be entitledor empowered to sell,convey or
transferany real property constitutingMaster Common Area transferredand conveyed by
Declarant to the Master Association without Grst receiving the prior written consent of
Declarant. Further,upon the request of Declarant,the Master Association shallre-convey to
Declarant,or convey directlyto a Community Development Districtor MSTUs/MSBUs, any
Master Common Area previouslyconveyed by Declarantto the Master Association,in the event
such originalconveyance was made in erroror in the event Declarant seeks to cause or assistin
the establishment, creation or operation of Community Development District or
MSTUs/MSBUs, or in the event Declarant modifies the Waterleigh Land Use Plan in such
manner as to requirethe incorporationof the affectedMaster Common Area intoresidentialor
commercial property use. Any such re-conveyance to a public agency or entity shall
automaticallycause allof the easements createdunder ArticleVIII or any Recorded Plat of the
Waterleigh Development to be automaticallyvoid, released and vacated, and any such re-
conveyance to Declarant shallautomaticallycause allof the easements createdover Common
Areas under said ArticleVIII or any Recorded Plat to be automaticallyvoid, released and
(29845327;2) 29
vacated,in each case without the requirement of any writtenreleasefrom any easement holder.
Notwithstanding anything to the contrary contained in the foregoing,the Master Association
shallnot be permittedto sell,transferor otherwisedisposeof any landswithout the priorwritten
consent of the Districtto the extent any such sale,transfer,or conveyance impacts land upon
which the Master SurfaceWater Management System, islocated.
Section9. No Compensation to Directorsor Officers.The payment of compensation
to the electedDirectorsor to the Officersof theMaster Associationforservicesperformed inthe
conduct of theirdutiesis prohibited;provided, however, thatnothing herein contained shall
preclude the Master Association from reimbursing any such electedDirector or Officer for
reasonable expenses actuallyincurredand paid by any such electedDirector or Officerin the
conduct of thebusinessand affairsof the Master Association;and provided,further,thatnothing
herein contained shallpreclude the employment by the Master Association and payment of
compensation to a manager or executiveDirectorof the Master Associationwho shallnot be an
electeddirectoror Officerof theMaster Association.
VIII.
EASEMENTS
Section1. Access and Use Easements. Subjectto the restrictionson use of Limited
Master Common Areas as setforthin Section 10 of ArticleIV of thisMaster Declaration,and
use of ResidentialMaster Common Area by Commercial Parcels set forth in Section 11 of
ArticleIV of thisMaster Declaration,Declarant grantsto allOwners (and theirguests,Tenants,
and invitees)as an appurtenance to the ownership of a Parcelheld by such Owner, but subjectto
the Governing Documents and the Rules and Regulations,a perpetualnon-exclusive easement
for ingress and egress over, across and through, and for use and enjoyment of, allMaster
Common Area; such use and enjoyment to be shared in common with the other Owners, their
guests, Tenants and invitees as well as the guests, Tenants and invitees of Declarant.
Notwithstanding anything in the foregoing to the contrary,the above referenced easement, as
same relatesto any Limited Master Common Area, shallbe deemed granted only to Declarant
and those Owners to whom the use and enjoyment of such Limited Master Common Area has
been expresslydedicatedor reservedby Declarant. With respectto allMaster Common Area,
afterTurnover, the Declarant reservesthe right,but not the obligation,to maintain and use all
rightsof way associatedtherewith,and to maintain and placeDeclarant'ssignsthereon.
Section2. UtilityEasements. The Declarant reservesto itself(and itssuccessorsor
assigns)forso long asthe Declarantowns any lands locatedwithinthe Waterleigh Development,and the Master Association thereafter,the right to grant utilityeasements to any private
company, publicor privateutilityor governmental authorityor entityproviding utilityand other
serviceswithin the Waterleigh Development and Master Common Area upon, over,under and
across the Waterleigh Development. Said easements shallonly be given for the purpose of
maintaining,installing,repairing,alteringand operatingutilities,such as,but in no way limited
to,sewer lines,irrigationlines,water lines,waterworks, sewer works, forcemains, liftstations,
water mains, sewer mains, water distributionsystems,sewage disposalsystems, effluentdisposal
linesand systems, pipes,wires, fiberopticslines,power lines,telephone service,gas lines,
syphons, valves,gates,pipelines,cabletelevisionservice,Internetservice,alarm systems and all
machinery and apparatus appurtenant to any of the foregoing,as may be deemed necessary,
(29845327;2} 30
convenient,or desirableforthe installationand maintenance of saidutilitiesand relatedservices
and providing same to the Owners, the Waterleigh Development and the Master Common Area,
allpursuant to and in compliance with, allapplicablepermits, rules and regulationsof any
applicable private company, public or private utility,or governmental authority or entity
providing such utilityand otherservices.All such easements shallbe of a size,width,scope,and
locationas Declarant(orthe Master Association,ifafterTurnover),in itsdiscretion,deems best
but selectedin a locationso as to not unreasonably interferewith the use of any improvements
which arenow, or willbe,locatedupon theWaterleighDevelopment.
Section3. Declarant Easements. The Declarant hereby reserves to itself,its
successorsand assigns,and to such otherpersons as Declarantmay from time to time expressly
designate in writing,a perpetualeasement, privilegeand rightin and to,over, under, on and
acrossthe Master Common Area foringressand egressas requiredforany purpose from time to
time by its officers,directors,employees, agents, independent contractors,invitees and
designees. Declarant reservesthe rightto impose furtherrestrictionsand to grant or delegate
additionaleasements and rights-of-wayon any of the Waterleigh Development owned in fee
simple by Declarant. The aforementioned easements granted or reservedby Declarant shallnot
structurallyweaken any improvements or unreasonably interferewith any Owner's enjoyment of
said Owner's Parcel. Declarant reserves for itself,itssuccessors and assigns,an exclusive
easement forthe installationand maintenance of securityand television/Internetcablesand wire
within the rights-of-way,Master Common Area and easement areas referredto hereinabove,
which reservationshallautomaticallytransferto the Master Association at Turnover. The
easements grantedor reservedinthisArticleVIII,Section3 are collectivelyreferredto hereinas
"Declarant Easements."
Section4. ServiceEasements. Declaranthereby reservesto itself(and itssuccessors
or assigns) for so long as the Declarant owns any lands located within the Waterleigh
Development, and the Master Associationthereafter,the rightto grantto delivery,pickup and
fireprotectionservices,police and other authoritiesof the law, United Statesmail carrier,
representativesof electrical,telephone,cabletelevision/Internetand otherutilitiesauthorizedby
theDeclarant,itssuccessorsor assignsto servicetheWaterleigh Development, and to such other
persons as the Declarant from time to time may designate,non-exclusive,perpetualeasement
rightsover and acrossthe Master Common Area forthe purpose of performing theirauthorized
servicesand investigations.
Section5. Emergency, Securityand Safety. The Master Association shallhave the
rightand a reserved easement for,but not the obligation,to enteronto or upon any Parcel for
emergency, securityand safety,which right and easement may be exercisedby the Board,
Officers,designated agents, employees, and managers of the Master Association; and all
policemen, firemen,ambulance personnel,and similaremergency personnel in the performance
of theirrespectiveduties.Except in an emergency situation,entryunder saidrightand easement
shallonly be during reasonablehours and afternoticeto the Owner. This rightof entry under
saideasement shallincludethe rightof the Master Associationto enteronto any Parcel to cure
any conditionwhich may increasethe possibilityof a fireor otherhazard inthe event an Owner
failsor refusesto cure theconditionupon requestby theBoard.
(29845327;2) 31
Section6. Easements of Encroachment. There shall be reciprocalappurtenant
easements of encroachment, and for maintenance and use of any permitted encroachment, as
between allParcels and such portion or portionsof the Master Common Area adjacentthereto
due to the unintentionalplacement or settlingor shiftingof the improvements constructed,
reconstructed,or alteredthereon (inaccordance with theterms of these restrictions)to a distance
of not more than threefeet(3'),as measured from any point on the common boundary along a
lineperpendicularto such boundary at such point;provided, however, in no event shallan
easement for encroachment existif such encroachment occurred due to willfuland knowing
conduct on thepartof an Owner or theMaster Association.
Section7. Stormwater Easements. There ishereby created,declaredand reservedfor
the benefitof Declarant, the County, the Master Association,each Sub-Association,and all
Owners a non-exclusive easement for stormwater management, collection,retention,detention
and drainageunder, over,upon and within allportionsof the Waterleigh Development included
withintheMaster Surface Water Management System, including,but not limitedto,alldrainage
easements,ponds and tractsshown on any Recorded Plat,togetherwith an easement and license
in favor of Declarant; the County; the District;the Master Association; and each Sub-
Association,as to itsInitialParcel and to the extentthe Master Association,pursuant to this
Master Declaration,delegates any operation,maintenance, and management hereunder with
regardto the Surface Water Management System to saidInitialParcel Sub-Association,only to
enterupon such areas,and as necessary otherportionsof the Waterleigh Development adjacent
thereto,for the purposes of constructing,installing,inspecting,maintaining, repairingand
replacingany and allstormwater drainage systems, improvements and facilitiesincluding,but
not necessarilylimitedto,pipes,culverts,structures,berms, swales and retainingwalls,from
time to time locatedthereinor thereon consistentwith the plans for the Master Surface Water
Management System. Additionally,Declarant,forthe benefitof itself,the County, the Water
Management District,the Master Association,the Sub-Associations,and allOwners, hereby
reservesperpetualeasements over any and allotherportionsof the Waterleigh Development as
may be reasonably requiredfrom time to time in orderto provide stormwater drainageto allor
any portions of the Waterleigh Development; provided, however, that any such additional
drainageeasements shallnot unreasonably interferewith the use and enjoyment by any Owners
of any particularParcel. The foregoing easements are sometimes hereinafterreferredto as the
"Stormwater Easements."
The Declarant,Master Association,or Sub-Declarant(s)or Sub-Association(s),with the
Declarant'sor Master Associations prior consent, may constructberms and drainage swales
within portionsof the Stormwater Easements for the purpose of managing and containingthe
flow of surfacewater, ifany. Each Owner (includingSub-Associations,as to Sub-Association
Common Area, and any otherrealpropertyowned by saidSub-Association)shallbe responsible
forthe maintenance, operationand repairof the berms and drainage swales on theirrespective
Parcel.Likewise,the Master Associationshallbe responsibleforthe maintenance, operationand
repair of the berms and drainage swales that located within the Master Common Area.
Maintenance, operation and repairshallmean the exerciseof practices,such as mowing and
erosionrepair,which allow the berms and drainage swales to provide drainage,water storage,
conveyance or other stormwater management capabilitiesas permitted by the Water
Management District.Filling,excavation,constructionof fences or otherwise obstructingthe
surfacewater flow in the berms and drainage swales isprohibited.No alterationof the berms
(29845327;2) 32
and drainage swales shallbe authorizedand any damage to any berms and drainage swales,
whether caused by naturalor human-induced phenomena, shallbe repairedand the berms and
drainage swales returnedto theirformer conditionas soon as possibleby the party (i.e.,Owner,
Sub-Association,or the Master Association)having responsibilityfor the maintenance of the
damaged berms and drainageswales.
Section8. Wall, Entrance Feature and Landscape Easements. There is hereby
created,declared,granted and reservedforthe benefitof Declarant and the Master Association
an easement over and upon allwall,entrancefeatureand landscape easement areasshown on anyRecorded Plat("Wall and Landscape Easements") thatconstitutewalls,entrancefeaturesor
landscape areasbenefitingallParcelsor more than one Parcel,togetherwith an easement and
licenseto enterupon such Wall and Landscape Easement areas for the purposes of erecting,
constructing,installing,inspecting,maintaining,repairingand replacingany and allentrance
features,(screeningor otherwise)or fences,and the installationand irrigationof any landscaping
therein,which may be required by the County and/or deemed to be necessary or desirableby
Declarant or the Master Association. The Master Associationshallmaintain the wall(s)and anytrees and shrubs located on the back side of the wall(s). Except to the extent that such
obligation/responsibilityisassumed by a Sub-Association,each Owner shallmaintain the lawn
locatedon thebackside of any wall(s)adjacenttothe Owner's Parcel.
Section9. Planting and Screening Easements. There is hereby created,declared,
granted and reserved for the benefitof Declarant and the Master Association an easement for
planting and screening purposes ("Planting and Screening Easements") over and upon all
plantingand screeningeasement areas,entryways, medians and landscapebuffersshown on any
Recorded Plat,ifany, or hereafterdeclaredby Declarant,which plantingand screening areas,
entryways, medians and landscape buffersbenefittingallParcels or more than one Parcel,as
determined by Declarant,togetherwith a perpetualnon-exclusiveeasement and licenseto enter
upon such areasfor the purposes of installing,maintaining,inspecting,repairingand replacing
any and alllandscaping,includingtrees,grasses,shrubs,bushes, ground covers and otherplant
materialsand irrigationsystems of any kind,whether the same shallbe requiredby the Countyand/ordeemed necessaryor desirableby Declarantor theMaster Association.
Section10. Constructionand Marketing Easements. There ishereby created,declared,
granted and reserved for the benefitof Declarant togetherwith the rightto grant,assign and
transferthe same or any partthereofto Declarant'ssalesagents and salesrepresentativesas well
as to Builders or buildingcontractorsapproved in writingby Declarant forthe constructionof
Residences or commercial improvements within the Waterleigh Development, an easement for
construction activitiesupon the Waterleigh Development and an easement for marketing
activitiesand signson the Waterleigh Development and for the maintenance on the Waterleigh
Development from time to time of model centersin which and from which Declarant and its
authorizedsalesagents and salesrepresentativesand approved Buildersand buildingcontractors
may engage inmarketing and informationactivitieson a temporary basisduringtheperiod of the
development of and constructionwithin the Waterleigh Development ("Construction and
Marketing Easements"), provided, however, that such marketing activityconducted within
ResidentialParcelsshallbe conducted from and withinbuildingsconstructedas Dwellings which
aretemporarilyused forsuch activitiesand which arethereafterto be sold,used and occupied as
(29845327;2} 33
Dwellings. The locationof such model centersmay be changed from time to time by Declarant,
initssoleand absolutediscretion.
Section 11. Master Association Easements. There is hereby created,declared and
grantedto the Master Association,such perpetual,non-exclusiveeasements over and upon allor
any portion of the Waterleigh Development, as may be reasonably necessary to permit the
Master Association to carry out and dischargeitsduties,obligationsand responsibilitiesunder
and pursuant to the Governing Documents and Rules and Regulations,including,but not limited
to, for purposes of performing its maintenance responsibilitiesas provided in this Master
Declaration ("Master Association Easements"). The Association Easements shall be in
additionto the Stormwater Easements hereinabove grantedto the Master Associationpursuant to
Section7 of thisArticleVIII.
Section 12. Sidewalk/PedestrianTrailEasements. There is hereby created,declared
and reserved for the benefitof the Declarant and the Master Association an easement over,
within and upon any Bike/PedestrianSystems shown on any Recorded Platof,or construction
plans approved by the County regarding,or otherwisecreated/establishedwithin,the Waterleigh
Development which arenot or willnot be dedicatedto the County or thepublic("Sidewalk/Bike
Path Easements"), for the purposes of constructing,installing,maintaining, repairing and
replacingfrom time to time the Bike/PedestrianSystems forthe Waterleigh Development. The
Declarant, the Master Association and all Owners shallhave a non-exclusive easement for
pedestrianingress,egressand passage over and upon any such Bike/PedestrianSystems or from
time to time located,constructed,installedand maintained within the Waterleigh Development.
The use of any such Bike/PedestrianSystems shallbe expresslylimitedtotheboundaries of such
system and no use shallbe permittedotherthan forpassage ofpedestriansas setforthherein.
Section 13. Conservation Easements. Pursuant to and as and to the extentrequiredby
the Water Management DistrictPermits or the County, Declarant:(i)has recorded that certain
Conservation and Access Easement in OfficialRecords Book 10710, Page 4394, of the Public
Records in favor of the County; and (ii)may record,from time to time,one or more additional
conservation easements (collectively,"Conservation Easement"), in favor of the Water
Management Districtor the County over, across,and upon certainportions of Waterleigh
Development. The precisemetes and bounds legaldescriptionof the portionsof the Waterleigh
Development encumbered by a Conservation Easement isor willbe as specificallysetforthin
the subjectConservation Easement (allsuch portionsof the Waterleigh Development thatare or
become encumbered by a Conservation Easement shall hereinafterbe referred to as
"Conservation Areas"). Upon establishmentof any Conservation Easement, the Conservation
Areas shall be subjected to the restrictionsset forth in this ArticleVIII, Section 13. The
Conservation Areas shall,atthe option of Master Declarant,be Master Common Area or Sub-
Association Common Area, and the Conservation Areas shallbe the perpetualresponsibilityof
the Master Association or Sub-Association,respectively,and may in no way be alteredfrom
their natural state,except as specificallyprovided in the subject Conservation Easement.
Furthermore, the use and development of the Conservation Areas shallbe restrictedas setforth
inthe subjectConservationEasement. Declaranthas the perpetualeasement, privilege,and right
to enter upon the Conservation Areas to carry out and discharge itsduties,obligations,and
responsibilitiesunder thisMaster Declaration,including,but not limitedto,to perform allof the
activitiesnecessary forcompliance with the Water Management DistrictPermits and the subject
(29845327;2) 34
Conservation Easement. Declarant may retain ownership of the Conservation Areas until
Turnover, at which time Declarant shall quit claim the Conservation Areas to the Master
Association(orto the subjectInitialParcel Sub-Associationifpermittedhereunder)and (if,and
only if,expresslyrequiredby the County) development rightsover the Conservation Areas to the
County.
Section 14. Future Easements. There is hereby reserved to Declarant and its
successorsand assigns,togetherwith the rightto grant and transferthe same, along with the
right,power and privilegeto,at any time hereafter,grantto itself,the Master Association,the
County or any otherpartiessuch other furtherand additionaleasements as may be reasonably
necessary desirable,or convenient, in the sole opinion and within the sole discretionof
Declarant,subjectto the reasonableapproval of the County, ifexpresslyrequired,forthe future
orderly development of the Waterleigh Development in accordance with the objects and
purposes setforthin the Governing Documents. Any such easement(s) shallbe recorded in the
Public Records. Itisexpresslyprovided,however, thatno such furtheror additionaleasements
shallbe granted or createdover and upon any Parcel ifany such easement shallunreasonablyinterferewith an Owner's plans to use or develop the Parcel. The easements contemplated bythisSection 14 may include,without limitation,such easements as may be requiredforutility,
drainage,roads,sidewalks or otherpurposes reasonablyrelatedto the orderlydevelopment of the
Waterleigh Development in accordance with theobjectsand purposes specifiedinthe Governing
Documents. Such furtheror additionaleasements may be hereaftercreated,granted,or reserved
by Declarantwithout the necessityforthe consent orjoinderof any otherpersons including,but
not necessarilylimitedto,the Owner of,or the person holding the mortgage on, the particular
portionof the Waterleigh Development over which any such furtheror additionaleasement is
grantedor required.
Section 15. Extent of Easements. The rightsand easements of enjoyment createdin
thisArticleVIII shallbe subjecttothe following:
A. The rightof the Declarant or the Master Association,in accordance with
the Governing Documents, to borrow money from any lender for the purpose of improvingand/or maintaining the Master Common Area and providing servicesauthorizedherein and, in
aidthereof,to mortgage saidproperty.
B. The right of the Master Association to charge reasonable admission,
amenity and otherfeesand chargesforthe use of any recreationalfacilitythatmay be situatedon
or intheMaster Common Area.
C. The rightof the Master Associationto give,dedicate,mortgage or sellall
or any part of the Master Common Area (includingleaseholdinteresttherein)to any public
agency, authority,or utilityor privateconcern for such purposes and subjectto such conditions
as may be determined by the Master Association provided that no such gift or sale or
determination for such purposes or conditions shallbe effectiveunless the same shall be
authorizedby two-thirds(2/3)of the votes of Members of the Master Association,and unless
writtennoticeof the meeting and of the proposed agreement and actionthereunderissentatleast
thirty(30) days priorto such meeting to every Voting Member. A truecopy of such resolution
together with a certificateof the resultsof the vote taken thereon shall be made and
{29845327;2) 35
acknowledged by the Presidentor Vice-Presidentand Secretaryof the Master Association,and
such certificateshallbe annexed to any instrumentor dedicationor transferaffectingthe Master
Common Area, priorto the recordingthereof. Such certificateshallbe conclusiveevidence of
authorizationby the Members.
D. The restrictionsupon use of Limited Master Common Areas setforthin
Section 10 of ArticleIV of thisDeclaration,and use of ResidentialMaster Common Areas by
Commercial Owners setforthin Section10 of ArticleIV of thisDeclaration.
IX.
ASSESSMENTS
Section1. Creation of the Lien and Personal Obligations of Assessments. Each
Owner of a Parcelshall,by acceptance of a deed thereforor otherform of conveyance thereof,
regardlessof whether itshallbe so expressedin any such deed or otherconveyance, be deemed
to covenant and agree to pay the Master Association:(1)Annual Assessments and (2) Special
Assessments, allfixed,established,levied,made and thereaftercollectedfrom time to time as
hereinafterprovided. The Assessments together with such interestthereon and costs of
collectionprovided herein shallbe a charge and continuinglienas provided herein on the real
property and improvements of the Owner against whom each such Assessment is fixed,
established,levied or made. Assessments, together with such interestthereon and cost of
collection,shallalso be the personal obligationof the person who was the Owner of such real
property at the time when the Assessment firstbecame due and payable. In the case of co-
ownership of a Parcel,allof such co-owners shallbe jointlyand severallyliableforthe entire
amount of such Assessments.
The liabilityfor Assessments may not be avoided by waiver of the use or enjoyment of
any Master Common Area or by the abandonment of thepropertyagainstwhich the Assessment
was fixed,established,levied or made. No diminution or abatement of Assessment or set-off
shall be claimed or allowed by reason of any alleged failureof the Declarant, Master
Association,or the Board to take some actionor perform some functionrequiredto be taken or
performed by the Declarant,Master Association,or the Board under the Governing Documents
or otherwise,or for the inconvenience or discomfort arisingfrom the making of repairsor
improvements which are the responsibilityof or the decisionof the Master Association,or from
any action taken to comply with any law, ordinance, or with any order or directiveof any
municipal or othergovernmental authority.
Notwithstanding anything to the contraryin the foregoingprovisionof thisArticleIX or
elsewhere in thisMaster Declaration,itis the intentand shallbe the effectof this Master
DeclarationthatCommercial Parcels,and the Owners thereof,shallbe subjectto Assessments
under thisMaster Declarationonly as and to the extentthatsuch Assessments relateor pertainto
Master Common Area and the operationof the Master Associationin connection therewith,as
well as those costsof operationof the Master Associationthatwould be incurredregardlessof
the existenceof Master ResidentialCommon Area, and shallnot be subjectto Assessments
under thisMaster Declarationforcostsor operationsassociatedexclusivelywith the Residential
Master Common Area.
(29845327;2) 36
Notwithstanding anything to the contraryin the provisions of thisArticleIX, Annual
Assessments and Special Assessments fixed,established,levied or made with regard to or
concerning any Master Common Expenses thatare specificto certainLimited Master Common
Area, as opposed to allMaster Common Area, as determined by the Board from time to time,
shallbe fixed,established,levied,and made only againstthe Parcels and Owners expressly
designated by Declarant as having the rightto utilizeand realizethe benefitsof the subject
Limited Master Common Area. Any "Budget" (asthatterm isdefined below) prepared by the
Master Associationforcapitalexpendituresand/orotherMaster Common Expenses shallinclude
a separateitemizationof such expendituresthatpertainto Limited Master Common Area, and
the Master Association,as permitted herein,may establishreservesfor expenses specifically
associatedwith such Limited Master Common Area.
Section2. Purpose and Establishment of Annual Assessments. The Annual
Assessments fixed,established,levied,and made by the Master Associationmay be used forthe
acquisition,improvement, maintenance, enhancement and operation of the Master Common
Area, to pay forMaster Common Expenses and to provide servicesand perform functionswhich
the Master Association is authorized,empowered, or required to perform pursuant to the
Governing Documents, including,but not limitedto,the payment of taxes,assessments,and
insurance,construction,repairor replacement of improvements, payment of the coststo acquire
labor,equipment, materials,management and supervisionnecessary to carryout itsauthorized,
empowered, and required functions,and for the payment of principal,interestand any other
charges and fees connected with loans made to or assumed by the Master Association for the
purpose of enablingtheMaster Associationtoperform itsauthorizedor requiredfunctions.
Annual Assessments on Parcelsshallcommence upon the closingof the saleof the Initial
Parcel,or portion thereof,by Declarant to a bona fide thirdparty purchaser,with such term
includingBuilders(a "Third Party Purchaser"), or upon the occupancy of the Parcelby a Third
Party Purchaser,whichever isearlier.At the closingof the saleof each Parcelto a Third Party
Purchaser,the purchaser shallpay to the Master Associationthe entireAnnual Assessment for
the FiscalYear of closing,proratedon a per diem basisfrom the dateof closingon the saleof,or
the dateof occupancy oftheParcel,whichever isearlier,through theend of thatFiscalYear.
Section3. Budgets and Reserve Fund Contribution. The Board shall annually
prepare a budget thatsetsout the Master Association'sannual operatingexpenses ("Budget"),which Budget must: (A) reflectthe estimated revenues and expenses for that year and the
estimated surplusor deficitas of the end of the currentyear; (B) setout separatelyallfees or
charges paid for by the Master Association for recreationalamenities,whether owned by the
Master Association,Declarant,or another person or entity;(C) include reserve accounts for
capitalexpendituresand deferredmaintenance forwhich the Master Associationisresponsible,
including,but not limitedto,the Master Common Area; and (D) shallcomply with Section
720.303(6)(a) and (b) of the Association Act, taking into account the number and nature of
replaceableassets,the expected lifeof each asset,and the expected repairor replacement costto
be incurredby the Master Association,and shallestablisha reservefund for such anticipated
expenditures,in each case accounting and budgeting separatelyforResidentialMaster Common
Area and relatedMaster Common Expenses, and allother Master Common Area and related
Master Common Expenses. The Board shallsetthe requiredreservefund,ifany, in an amount
sufficientto permit meeting the projectedcapitalneeds of the Master Association,as shown in
{29845327;2} 37
the Budget, with respectboth to amount and timing of Annual Assessments over the period of
the Budget. The reservefunds required,ifany, shallbe fixedby the Board and included within
and distributedwith the Budget and any applicablenoticeof Annual Assessment. Any reserve
fund establishedby the Board shallbe held in an interest-bearingaccount or investments.Exceptas otherwise provided herein,the firstBudget promulgated or adopted by Declarant must
designatethereinthecomponents forwhich reserveaccountsmay be used.
Section4. Timing of and Budgeting for Annual Assessments and Allocation of
Assessments. Itshallbe the duty of the Board, at leastonce each FiscalYear, to prepare a
Budget. The Budget shall include a capital contributionestablishinga reserve fund in
accordance with a capitalbudget separatelyprepared in accordance with Section720.303(6)(a)of theAssociationAct.
Itis the intentof thisMaster Declaration thatMaster Common Expenses be allocated
among the InitialParcelsin a manner thatreflectsthe benefitthateach such InitialParcel,and
the Subdivided Parcels createdtherein,receives from any relatedMaster Common Area, as
reasonably determined by Declarant,itbeing recognized,however, that (i)benefitsof Master
Common Area to any particularParcel may not always be direct,and (ii)it may not be
practicableor possibleto perform such benefit/assessmentallocationswith absoluteprecision.As of the EffectiveDate, Master Common Expenses shallbe allocated,and relatedAssessments
assessed,againstthe Parcelsas setforthin the followingprovisionsof thisSection4. However,
and notwithstandinganything hereinto the contrary,the method of allocatingMaster Common
Expenses and Assessments may change from time to time as reasonably determined by
Declarant, provided that at alltimes Declarant shalluse reasonable effortsto ensure such
allocationswill be pursuant to a method, as reasonably determined by the Declarant,to most
fairlyallocatesuch Master Common Expenses and Assessments between the Parcels,such as,but not limitedto,a pro ratabasisbased upon the number of Subdivided Parcels,or acreage
thereof,withintheInitialParcels.
Except as may be subsequentlymodified consistentwith the foregoing,(i)the Annual
Assessments to be leviedforthe coming FiscalYear againsteach ResidentialParcel subjectto
Assessment shallbe equal to the sum of (a)the resultof dividingthe budgeted Master Common
Expenses for ResidentialMaster Common Area by the number of InitialParcels that are
ResidentialParcels(theresultingfigureshallbe the "Assessment per ResidentialParcel"),plus
(b)the Assessment per InitialParceland (ii)the Annual Assessment to be leviedforthe coming
year against allInitialParcels subjectto Assessment, including ResidentialParcels,shallbe
computed by dividingthe budgeted Master Common Expenses forMaster Common Area thatis
not ResidentialMaster Common Area by the number of InitialParcelsand the resultingfigureshallbe the "Assessment Per InitialParcel". Except as set forthin Section 7 below with
respectto Declarant,allOwners, as partof theirAnnual Assessment, shallpay the Assessment
Per InitialParcel for each InitialParcel owned by such Owner, and Owners of Residential
Parcels shallpay the Assessment per ResidentialInitialParcel for each InitialParcel that is a
ResidentialParcelowned by Owner. In the event thattherehas been createdSubdivided Parcels
with respectto any InitialParcel,then such Assessments shallbe the liabilityof the Owners of
such Subdivided Parcels,and shallbe assessed and collected,as setforthin Section6 of this
ArticleIX. Notwithstanding anythingin the foregoingto the contrary,the Annual Assessments
for Limited Master Common Area Expenses shallbe computed by dividing such budgeted
{29845327;2) 38
Limited Master Common Area Expenses by the sum of allParcelsresponsibleforsuch Limited
Master Common Area Expenses and theresultingfigureshallbe the "Limited Master Common
Expense Assessment per Parcel" and shallbe assessedagainst,and paid by, only the Members
owning such Parcels.
The Board shallcause a copy of the Budget and noticeof the amount of the Annual
Assessment to be leviedagainsteach InitialParcelforthe followingyear to be deliveredto each
Voting Member (ifapplicable,c/othe subjectSub-Associationwith respectto InitialParcelsthat
have been subjectedto a Sub-Declaration),atleastthirty(30)days priorto the beginning of the
next FiscalYear. Unless a longernoticeperiod isrequiredunder the AssociationAct,the Master
Association shallmail to each Voting Member (ifapplicable,c/o the subject Sub-Association
with respectto InitialParcelsthathave been subjectedto a Sub-Declaration),at leastfourteen
(14) days priorto the date of the "Budget Approval Meeting" (asthatterm is defined below),
writtennotice of the date,time, and locationof the Board meeting at which the Board will
consider approval of the Budget (the "Budget Approval Meeting"), which notice shallalso
includea copy of the proposed Budget and noticeof the amount of the Annual Assessment to be
leviedagainsteach Parcel for the following year.The Budget shallbecome effectiveupon the
Board's approval of the Budget at the Budget Approval Meeting. Unless otherwise expressly
requiredby the Association Act, the Budget shallnot be subjectto the Members approval and
thereshallbe no obligationto calla meeting of the Members to discussor considertheBudget.
Notwithstanding theforegoing,however, inthe eventtheproposed Budget isdisapproved
or the Board failsfor any reason whatsoever to determine the Budget for any FiscalYear, then
and untilsuch time as a Budget shallhave been determined as provided herein,the Budget in
effectforthe immediately preceding FiscalYear shallcontinueforthe currentFiscalYear.
At the discretionof Declarant(priorto Turnover) and theBoard, (afterTurnover) Annual
Assessments may be collectedin monthly installments,due and payable on the first(1st)day of
each month; in bi-annualinstallmentsdue and payable by the first(1st)day of January and July
of each year;or in quarterlyinstallmentsdue and payable by the first(1st)day of January,the
first(1st)day of April,the first(1st)day of July,and the first(1st)day of October of each year.
Absent any such determination by the Board permitting payment in monthly, bi-annual,or
quarterlyinstallments,the Annual Assessment forany year shallbe due and payable by January
1 of such year. Initially,Annual Assessments shallbe due quarterly.Any Annual Assessment
not paid by January 15, ifpayable in one lump sum, not paid by the fifteenth(15th) day of
January and July, if allowed to be paid bi-annually,or paid by the fifteenth(15th) day of
January,April,July,and October, ifallowed to be paid quarterly,or on the tenth(10th)day of
any month, ifallowed to be paid monthly, shallbe considereddelinquent.In the event of such
deferredpayments, i.e.,inthe eventthatAnnual Assessments arenot due and payable,in full,on
January 1st,the Board may, but shallnot be requiredto,charge a uniform, lawful rateof interest
on the unpaid balance.The Board may acceleratethe balance of any Annual Assessment upon
defaultin the payment of any installmentthereon or any other Assessment due hereunder.
Annual Assessments which commence to accrue as to any Parcelotherthan on the firstday of
theyear shallbe proratedforthe balance ofthatyear.
In the event that the Board shalldetermine during any Fiscal Year that the Annual
Assessment establishedforsuch FiscalYear isor willbecome inadequateor insufficientto meet
(29845327;2) 39
all Master Common Expenses for such calendar year, for whatever reason, the Master
Association shall be entitledto immediately determine the approximate amount of such
deficiencyor inadequacy, issue a supplemental estimate of Master Common Expenses to all
Owners and,withinthirty(30) days thereafter,establish,make, levy,impose, enforceand collect
a supplementalor revisedAnnual Assessment forsuch FiscalYear.
Section5. Special Assessments. The Master Association may establish,make,
impose, enforce and collect,from time to time, a Special Assessment for the purpose of
defraying,in whole or in part,the costof any constructionor reconstruction,or the unexpected
repairor replacement of any capitalimprovement to or upon the Master Common Area or the
cost of the initialpurchase or any subsequent unexpected repair or replacement of any
equipment or personal property purchased, repairedor replaced by the Master Associationin
furtheranceof the discharge of itsdutiesand obligationspursuant to thisMaster Declaration.
The obligationto pay SpecialAssessments shallbe computed on the same basisas forAnnual
Assessments, provided,however, thatifthe SpecialAssessment ismade with respectto Limited
Master Common Area, then the Owners designated by Declarant to utilizeand realizethe
benefitsof the Limited Master Common Area shallbe responsiblefor,and shallbe assessed,the
SpecialAssessments in accordance with the provisionsof ArticleIV, Section 10 of thisMaster
Declaration. Special Assessments shall be payable in such manner and at such times as
determined by the Board, and may be payable in installmentsextending beyond the FiscalYear
in which the SpecialAssessment isapproved,iftheBoard so determines.
The Master Association may also levy a SpecialAssessment or IndividualAssessments
againstany Owner to reimburse the Master Associationforcosts,expenses,and incurredby the
Master Associationin bringingan Owner or itsParcelintocompliance with the provisionsof the
Governing Documents, or the Rules and Regulations,which SpecialAssessment or Individual
Assessment may be levied upon the vote of the Board afternotice to the Owner and an
opportunityfora hearing.
Section6. Assessments Against Owners of Subdivided Parcels. Assessments levied
againstInitialParcelscontainingSubdivided Parcelsshallbe determined pursuant to the formula
for determining the Assessment per InitialParcel as setforthin Section 4 above, but shallbe
allocatedbetween the Subdivided Parcelsof theInitialParcelas specificallyprovided inthe Sub-
Declarationfor such InitialParcel;provided,however, thatshould such Sub-Declarationfailto
so allocateAssessments, the Assessment for such InitialParcel shallbe allocatedon a pro rata
basis between the Subdivided Parcels within the InitialParcel based upon the number of
Subdivided Parcels,or acreage thereof,or such othermethod as reasonably determined by the
Master Association in order to most fairlyallocatesuch Assessments between the Subdivided
Parcels,inthe reasonable discretionof the Master Association.Notwithstanding anythingin the
foregoingto the contrary,Owners of Subdivided Parcelswithin an InitialParcelthatisgoverned
by a Sub-Association that represents more than one InitialParcel shall be assessed and
responsibleforpayment of only such Assessments as are leviedagainstthe InitialParcelwithin
which such Subdivided Parcels are located and shallhave no responsibilityfor payment of
Assessments levied by other InitialParcels represented by such Sub-Association. Sub-
Associations that represent more than one InitialParcel shallbe responsible for the proper
allocationofAssessments between theInitialParcelsrepresentedby such Sub-Association.
{29845327;2} 40
Assessments applicableto InitialParcelscontainingSubdivided Parcels,inthe discretion
of the Master Association,may be initiallybilledto the subjectSub-Associationforsuch Initial
Parcel, The Sub-Association shallhave the obligationand responsibilityforbillingthe Owners
of the Subdivided Parcels within such InitialParcel and collectingsuch Assessments, which
Assessments will be deemed a debt of the Sub-Association. Neither the billingof such
Assessment to the Sub-Association,nor the payment by an Owner(s) of such Assessment to the
Sub-Association,shallrelievesuch Owner(s) of itsresponsibilityforsuch Assessment untilsuch
time as the Sub-Associationhas paid such Assessment with any interestdue thereonor finesin
connection therewith to the Master Association. If the subject Sub-Association pays the
Assessment applicableto an Owner, but the Owner does not promptly reimburse the Sub-
Association,such Sub-Association shallbe subrogated to the Master Association'slienrights
herein provided. Notwithstanding anything in the foregoing to the contrary,the Master
Association shallhave the authorityand power to levy and collectAssessments directlyfrom
such Owners, and shall have all rightsand remedies with respect to such Assessments as
provided inthisMaster Declaration.
Section7. Assessment of Declarant. Notwithstanding any provision of the
Governing Documents to the contrary,Declarant, to the fullestextent permitted by the
Association Act, may, at its sole option,prior to Turnover, be excused from payment of
Assessments and Declarant'sshareof Master Common Expenses relatedto itsParcels;provided,
however that during such time that Declarant is excused from paying such Assessments and
Master Common Expenses relatedto Declarant'sParcel,Declarant pays any Master Common
Expenses incurredby the Master Associationthatexceed the Assessments receivablefrom other
Members of the Master Association and other income of the Master Association(the "Deficit
Funding Obligation"). To the maximum extentpermittedby law, Declarant'sDeficitFunding
Obligation may be satisfiedin the form of a cash subsidy or by "in kind" contributionsof
services,labor,or materials,or a combination of any ofthe foregoing. The Master Associationis
specificallyauthorizedto enterinto subsidy contractsor contractsfor "inkind" contributionof
services,labor,or materialsor a combination of services,labor,and materialswith Declarant or
otherentitiesforthepayment of some portionof theMaster Common Expenses. For purposes of
thissubsidy arrangement, unless otherwiserequiredby the Association Act, Declarantneed not
subsidize or pay any Assessment amounts levied for replacement reserves or capital
expenditures. At Turnover, the Assessments againstany Parcel owned by Declarant shallbe
assessedagainstDeclarant as a Class A Member or ClassB Member, as appropriate,consistent
with Declarant'sownership of such Parcel.NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN THE GOVERNING DOCUMENTS OR OTHERWISE: (A)
DECLARANT DOES NOT AND IS NOT PROVIDING THE OWNERS OR MEMBERS A
GUARANTEE OF THE LEVEL OF ASSESSMENTS AS CONTEMPLATED BY SECTION
720.308 OF ASSOCIATION ACT; (B) THERE IS NO MAXIMUM GUARANTEED LEVEL
OF ASSESSMENTS DUE FROM OWNERS OR MEMBERS AS CONTEMPLATED BY
SECTION 720.308 OF ASSOCIATION ACT; AND (C) DECLARANT'S ELECTION FROM
TIME TO TIME TO DEFICIT FUND IS NOT A GUARANTEE OF THE ASSESSMENTS AS
CONTEMPLATED BY SECTION 720.308 OF ASSOCIATION ACT. IN THE EVENT
DECLARANT ELECTS FROM TIME TO TIME, IN ITS SOLE DISCRETION, TO DEFICIT
FUND IN LIEU OF PAYING ASSESSMENTS ON THE SAME BASIS AS OTHER
OWNERS, DECLARANT SHALL SPECIFICALLY ELECT TO DEFICIT FUND AS
PROVIDED IN SECTION 720.308(1)(B),FLORIDA STATUTES (2014). AS SUCH, THE
{29845327;2) 41
PROVISIONS OF SECTIONS 720.308(2) THROUGH 720.308(6), FLORIDA STATUTES
(2014), ARE NOT APPLICABLE TO DECLARANT OR THE CALCULATION OF THE
DEFICIT FUNDING OBLIGATION OR OTHER AMOUNTS DUE FROM DECLARANT.
Unless Declarant otherwise notifiesthe Board in writing at leastthirty(30) days before the
beginning of the next FiscalYear, Declarant shallcontinuepaying on the same basisas duringthe previous FiscalYear. Declarant,at itsoption,may electby writtennoticedeliveredto the
Master Associationatany time to abandon the subsidy approach and commence payment of the
Assessments thereafterfallingdue for the Parcel then owned by Declarant,proratedas of the
date of such notice. Declarant shallnever be obligatedto pay any Special Assessments or
IndividualAssessments. Declarant,may, at itssole option,for so long as there is a Class C
Membership in the Master Association,waive Annual Assessments and Special Assessments
againstOwners; provided,however, thatin the event of a deficitfor any FiscalYear in which
Annual Assessments and SpecialAssessments are waived, such benefittedOwners, along with
Declarant,shallpay the differencebetween the totalamount of the Assessments collectedand
the actualcostsand expenses necessaryto operatethe Master Association.Each such exempted
Owner's shareof the deficitshallbe pro-ratedon a per Parcelowned basisforany Parcelthatthe
exempted Owner owns during the time of said deficit,as compared to the number of Parcels
owned by allexempted Owners and Declarant.
Section8. Working Capital. For Parcels (whether they be ResidentialParcels or
Commercial Parcels)sold afterthe EffectiveDate to any party or entityotherthan Declarant,
upon acquisitionof record titleto a Parcelby each purchaser or granteethereof,and in addition
to any Assessment thatmay be due with respectto such Parcel forsuch year and prioryears,a
working capitalcontribution("Working Capital Contribution") shallbe made by or on behalf
of such purchaser or granteeto the working capitalof the Master Associationin the amount of
Three Hundred and No/100 Dollars ($300.00), which working capital contribution is
nonrefundable,shallbe in additionto,and not inlieuof,theAssessment leviedon theParceland
shallnot be considered an advance payment of any portionof Assessments leviedon saidParcel.
The Working CapitalContributionshallbe paid to the Master Associationand shallbe used for
operatingexpenses and othercostsand expenses incurredby the Master Associationpursuant to
the terms of the Governing Documents and as determined by the Board. Declarant,may, at its
sole option,for so long as there is a Class C Membership in the Master Association,waive
Working CapitalContributionsthatwould be due from Owners of Parcels.After completion of
the second FiscalYear, the Board may electto increasethe Working CapitalContributionby up
to fivepercent(5%) each FiscalYear.
Section9. Duties of the Board. The Board shallprepare a rosterof Owners and
Assessments applicabletheretowhich shallbe kept by the Master Association as part of the
officialrecordsof the Master Association.
Section 10. EffectofNon-Payment of Assessment; Personal Obligationof the Owner;
Lien; Remedies of Master Association.Ifany Assessment isnot paid on the date due,then such
Assessment shall become delinquent and the entire Assessment, including future annual
installmentsof such Assessment, shall,together with interestthereon and cost of collection
thereofas hereinafterprovided,become due and payable and be a continuinglienon the Parcel
thatisthe subjectof such Assessment which lienshallbind such property in the hands of the
then Owner, and said Owner's heirs,devisees,personalrepresentatives,successorsand assigns.
(29845327;2) 42
The obligationof the Owner to pay such Assessment, however, shall remain a personal
obligation,notwithstandingany dispositionby such Owner of the Parcel thatis the subjectof
such Assessment. The Master Association may record notice(s)of lien(s)for delinquentAssessments in the Public Records and forecloseany such lien(s)in the same manner as a
mortgage may be foreclosedunder Floridalaw. Upon recording,any such lien(s)shallsecure
not only the amount of delinquency statedtherein,but also allunpaid Assessments thereafter
with regardto saidOwner and the subjectParceluntilallof theforegoingaresatisfiedof record.
Notwithstanding anything inthe foregoingtothe contrary,inthe eventthatan Owner of a
Subdivided Parcel has paid itspro rata share of an Assessment againstthe InitialParcel,as
determined pursuant to the provisionsof Section 6 of thisArticleIX, and the Sub-Association
has turned over such payment to the Master Association,the Master Association shallnot be
entitledto any lienagainstsuch Subdivided Parcel and such Owner's personal obligationwith
respect to such Assessment shallbe deemed satisfied,notwithstandingthat other Owners of
Subdivided Parcelswithinthe InitialParcelhave failedtopay tothe Master Associationtheirproratashare oftheAssessment againsttheInitialParcel.
If any Assessment is not paid when due pursuant to the terms hereof,said Assessment
shallbear interestfrom the date of delinquency atthe highestrateallowed by Floridalaw as of
the date of delinquency,and the Master Association may bring an action at law or in equity
againstthe Owner personallyobligatedto pay the same or foreclosethe lienagainstthe Parcel,
or both, and thereshallbe added to the amount of such Assessment the costs,expenses,and fees
incurredby the Master Associationin connection with such action,and in the event a judgment
is obtained,such judgment shallinclude intereston the Assessment as above provided and a
reasonable attorneys'and other legalfeesto be fixed by the courttogetherwith allother costs,
expenses,and feesof the action.
In additionto the foregoing,ifthe Assessment isnot paid when due,the Associationmay
also charge an administrativelatefee not to exceed the greaterof $25.00 or 5 percent of the
amount of each installmentthatispaid pastthe due datethereof.
The Master Association,actingon behalf of the Owners, shallhave the power to bid for
the Parcel atany foreclosuresaleand to acquirethe same via foreclosureor deed in lieuthereof
and thereafterhold,lease,mortgage, and convey the same. During theperiodin which theParcel
isowned by the Master Associationfollowingforeclosureor a deed in lieuthereof: (a)no right
to vote shallbe exercisedon saidParcel;(b)no Assessment shallbe assessedor leviedon said
Parcel;and (c)each otherParcelshallbe charged,in additionto itsAssessment, itspro ratashare
of the Assessment thatwould have been charged such Parcel had itnot been acquired by the
Master Associationas a resultof foreclosureor a deed in lieuthereof;provided,however, that
only Subdivided Parcelswithin ResidentialParcels(not Commercial Parcels)shallbe charged
the foregoing in connection with any foreclosedSubdivided Parcelswithin ResidentialParcels,
and only Subdivided Parcels within Commercial Parcels (not ResidentialParcels) shall be
charged the foregoingin connectionwith any foreclosedSubdivided Parcelswithin Commercial
Parcels. Suit to recover a money judgment against an Owner or Parcel for unpaid Master
Common Expenses, Assessments, and allcosts,expenses, and fees incurred by the Master
Association in connection with such action,including,but not limitedto interestas provided
herein , along with reasonableattorneys'and other legalfeesto be fixedby the court,together
{29845327;2) 43
with allother costs,expenses, and fees of the action,shallbe maintainable by the Master
Associationwithout foreclosingor waiving theliensecuringthe same.
Ifany Parcelisoccupied by a Tenant and the Owner of the Parcelisdelinquentinpaying
any Monetary Obligations,theMaster Associationmay demand inwritingthatthe Tenant pay to
the Master Association the subsequent rental payments related to the Parcel ("Tenant
Demand"). Any Tenant Demand is continuing in nature,and upon such Tenant Demand, the
Tenant of the subjectParcel(the"NotifiedTenant") must continueto pay the subsequent rental
payments untilallthe Monetary Obligationsof the ParcelOwner relatedto the Parcelhave been
paid in fullto the Master Associationand the Master Associationreleasesthe Tenant or untilthe
Tenant discontinuestenancy in the Parcel.A NotifiedTenant isimmune from any claim by the
Parcel Owner related to the rent timely paid to the Master Association afterthe Master
Associationhas made a Tenant Demand.
If the Notified Tenant paid rent to the Owner of the Parcel for a given rentalperiod
beforereceivingthe Tenant Demand and provideswrittenevidence to the Master Associationof
having paid the rentwithin fourteen(14) days afterreceivingthe Tenant Demand, such Notified
Tenant shallbegin making rentalpayments to the Master Association for the following rental
period and shallcontinue making rentalpayments to the Master Association to be credited
againstthe Monetary Obligationsof the Owner untilthe Master Associationreleasesthe Tenant
or the Tenant discontinuestenancy in the Parcel. The Master Associationshall,upon request,
provide the Tenant with writtenreceiptsforpayments made. The Master Associationshallmail
writtennotice to the Parcel'sOwner of the Master Association'sdemand thatthe Tenant pay
Monetary ObligationstotheMaster Association.
The liabilityof the NotifiedTenant may not exceed the amount due from the Notified
Tenant to the Parcel'sOwner. The NotifiedTenant shallbe given a creditagainstrentsdue to the
Parcel'sOwner inthe amount of Assessments paidtotheMaster Association.
After serving a Tenant Demand, if the Notified Tenant failsto pay any Monetary
Obligation,the Master Associationmay issuenoticesunder Section83.56 oftheFloridaStatutes,
and may sue for evictionunder Sections 83.59-83.625 of the FloridaStatutes,as ifthe Master
Associationwere a landlordunder Part IIof Chapter 83 of the FloridaStatutes.However, the
Master Association is not otherwise considered a landlord under Chapter 83 of the Florida
Statutesand specificallyhas no dutiesunder Section83.51 of the FloridaStatutes.
A Tenant does not,by virtueof payment of Monetary Obligations,have any of the rights
of the Owner of the Parcelto vote in any electionor to examine the books and records of the
Master Association.
In the Board's discretion,the Master Associationmay suspend the voting rightsof any
Parcelor Member for the non-payment of any Monetary Obligation(including,but not limited
to,Assessments) due to theMaster Associationthatismore than ninety(90) days delinquent.A
votinginterestor consent rightallocatedto any Parcelor Member which has been suspended by
the Master Association may not be counted towards the totalnumber of voting interestsfor any
purpose, including,but not limitedto,the number of voting interestsnecessary to constitutea
quorum, the number of votinginterestsrequiredto conduct an election,or the number of voting
(29845327;2) 44
interestsrequiredto approve an actionunder the AssociationAct or pursuant to the Governing
Documents. Any suspension pursuantto thisparagraph ends upon fullpayment of allMonetary
Obligationscurrentlydue or overdue to the Master Association.Any suspensionsto be imposed
pursuantto thisparagraph must be approved ata properlynoticedBoard meeting. Ifthe Master
Association imposes a suspension pursuant to thisparagraph, the Master Association must
provide writtennotice of such suspension by mail or hand delivery to the Member and, if
applicable,toany affectedTenants,guestsor otherinviteesof the Member's Parcel.
Section11. Subordinationof the Lien tothe Mortgages; Mortgagees' Rights. A111iens
for Assessments ("Assessment Lien") shallbe priorto allother lienscreatedexcept: (i)ad
valorem realestatetaxes and assessments levied by any governmental authority;(ii)any first-
lienor firstprioritypositionpermanent or constructionMortgage, expresslysubjectto theMaster
Association'srightto collectAssessments from the holder of the Mortgage pursuant to Section
720.3085(2)(c)of the Association Act; and (iii)other lienswhich by law are superiorto an
Assessment Lien. To the fullestextentpermittedby law, any Assessment Lien shallbe priorto
and superiorin dignityto the Member's homestead status.A subsequent Member isjointlyand
severallyliablewith the previous Member for allunpaid Assessments thatcame due up to the
time of transferof titleof the subjectParcel;provided,however the liabilityof any Mortgagee, or
itssuccessoror assigneeas a subsequentholder of a first-lienor firstprioritypositionpermanent
or constructionMortgage who acquirestitleto any Parcel by foreclosureor deed in lieu of
foreclosure,forthe unpaid Assessments thatbecame due before the Mortgagee's acquisitionof
titleto the Parcel,islimitedto the lesserof the amounts statedin Section 720.3085(2)(c)of the
AssociationAct. For the purposes of thisSection 11, the term "previous Member" shallnot
includethe Master Association ifthe Master Association acquirestitleto a delinquentParcel
through foreclosureor by deed in lieu of foreclosure. The previous Member's liabilityfor
unpaid Assessments is limited to any unpaid Assessments that accrued before the Master
Association acquired titleto the delinquent Parcel through foreclosureor by deed in lieuof
foreclosure. Notwithstanding anything to the contrary set forth herein, if any unpaid
Assessments remain following transferof titleto the subject Parcel to the Mortgagee, as
provided above, such unpaid Assessments shallbe a Master Common Expense collectiblefrom
Owners of allParcels subjectto Assessment pursuant to thisMaster Declaration,includingthe
acquiring Mortgagee, on a pro-ratabasis;provided, however, that only Subdivided Parcels
withinResidentialParcels(notCommercial Parcels)shallbe charged the foregoinginconnection
with any foreclosedSubdivided Parcelswithin ResidentialParcels,and only Subdivided Parcels
withinCommercial Parcels(notResidentialParcels)shallbe charged the foregoinginconnection
with any foreclosedSubdivided Parcelswithin Commercial Parcels. Notwithstanding anything
tothecontrarysetforthherein,any such transferof any Parcelto a Mortgagee under thisSection
11 or otherwise shallnot relievethe transferorof such Parcel from personal responsibilityfor
any priorAssessments nor the Parcelfrom the lienforAssessments thereafterfallingdue.
Section12. Certificatesof Status.The Master Association shall,upon demand atany
time, and in compliance with Section 720.30851 of the Association Act, provide a certificate
signed by an Officeror authorizedagent of the Master AssociationstatingallAssessments and
othermoneys owed to the Master Associationby the subjectOwner with respectto the subject
Parcel("Estoppel Certificate").The Master Associationmay charge a feeforthepreparationof
such certificate,and the amount of such fee must be statedon the certificate.Unless sold or
(29845327;2) 45
conveyed by or to Declarant,no Parcelmay be soldor conveyed unlessan Estoppel Certificateis
obtainedand allamounts setforththereinarepaid priortothe saleor conveyance.
Section 13. Exempt Property. All Master Common Area, and any portions of the
Waterleigh Development fee simple titleto which is dedicated to and accepted by any
governmental authority,shallbe excepted and exempt from the Assessments, charges and liens
createdin thisArticleIX.
X.
ARCHITECTURAL CONTROL
Section 1. Reservation of Architecturaland Landscape Control. In order to ensure
thatthe development of the Waterleigh Development willproceed pursuantto a uniform plan of
development and constructionand in accordance with consistentarchitectural,ecological,
environmental and aestheticstandards,including any architecturalor design guidelines or
standardscontained in any governmental permit,approval,ordinance,ruleor regulation,or the
like,applicableto the Waterleigh Development, including,but not limitedto,the Waterleigh
Land Use Plan and the Waterleigh Design And Development Standards,Declarantshallhave and
hereby reservesexclusivelyunto itselfforthe durationhereinafterspecified,the right,privilege,
and authorityto review, approve and controlthe design,placement, construction,erectionand
installationof any and allbuildings,structuresand other improvements of any kind, nature or
description,including landscaping, upon all Parcels and Master Common Area, including
further,without limitation,approval of the identityof any and allpersons or entitiesperforming
construction,reconstructionor repairwork to such buildings,structuresand otherimprovements.
Declarant'sapproval of any of the foregoing items may be granted or withheld in the sole
discretionof Declarant or itsdesignee. In reviewing and actingupon any requestforapproval,
Declarant or itsdesignee shallbe actingsolelyin the interestof the Declarant and shallowe no
duty to any otherperson,includingany Member or Owner. Such rightand controlof Declarant
shallbe exercisedin the manner and pursuantto the same procedures as ishereinafterprovided
in thisArticleX forthe ARC. Declarantmay electto delegatethe aforesaidright,privilegeand
authorityto the Master Association,actingthrough the ARC. Additionally,Declarant,or the
Master Association (afterTurnover), may electto delegate the aforesaidright,privilegeand
authority,as same pertainsto a Subdivided Parcel,to the Sub-Associationformed with respectto
the InitialParcelin which such Subdivided Parcelislocated,which Sub-Association shallthen
be obligated and required to accept such delegation pursuant to the terms hereof.
Notwithstanding the foregoing,unlesssaiddelegationisstatedto be irrevocableand ismade via
a document recorded in the Public Records, Declarant,or the Master Association,as the case
may be, may rescindor revoke the delegationof thisright,privilegeand authorityat any time,
and for any reason or no reason,whereupon Declarant,or the Master Association,as the case
may be, shallonce again have the exclusive possession of such rights,power, duties and
authority. Except as otherwise expressly set forth herein,the aforesaidright,privilegeand
authorityshallremain with Declarant untilTurnover. There shallbe no priorsurrenderof the
aforesaidright,privilegeand authorityexceptas provided inthisSection1.
Section2. ArchitecturalReview Committee. Upon the initialappointment of the
ARC by Declarant,at Declarant'selection,the Master Association shallthereafterat alltimes
maintain an ARC, as a Master Associationstandingcommittee consistingof not lessthan three
(29845327;2) 46
(3) persons, to perform the ARC functions described in thisMaster Declaration. Until the
Turnover Meeting, Declarantshallhave the rightto setthe number of and appoint allmembers
of the ARC which, unless otherwise designated by Declarant from time to time, shallbe the
Directors.Upon expirationofthe foregoingdescribedrightof the Declarant,orupon Declarant's
earlierwrittenrelinquishmentof the foregoing describedright,each Directorshallbe requiredto
be and shall be a member of the ARC; provided, however, that Directors representing
Commercial Parcelsmay not vote on or have say in mattersbefore the ARC solelyconcerning
Subdivided ParcelswithinResidentialParcels.
The purpose of the ARC shallbe to exercisethe right,privilegeand authorityto review,
approve and controlthe design,architecture,placement, construction,erectionand installationof
buildings,structures,other improvements, and trees/1andscapingupon the Parcels and Master
Common Area, and allotherpartsof the Waterleigh Development on behalfof,or as delegated
to the Master Associationand ARC by, Declarant as describedin Section 1 above, including,but
not limitedto,review and approvalof plotplans and constructionplans and specificationsforall
Parcels in order to ensure thatthe Waterleigh Development is developed consistentwith the
terms and provisionsof thisMaster Declarationand any ArchitecturalGuidelines.Subjectto the
Declarant's,or Board'sifdelegatedto the Master Association,discretionaryreview and approval
of same, the ARC shallhave the authorityto promulgate, Rules and Regulations(including,but
not limited to, the ArchitecturalGuidelines) with respect to any aspect of the actions
contemplated in thisMaster Declarationto be taken by the ARC. The ARC alsohas the rightto
elect,in itsreasonable discretion,to waive, vary or modify standards or procedures (whether
such standards and procedures are set forth in this Master Declaration,the Architectural
Guidelines or in the Rules and Regulations adopted by the ARC pursuant to this Master
Declaration)for the review and approval of plotplans or constructionplans and specifications,
etc.,such waiver or modification,if given, to be in writing and signed by a majority of the
members of the ARC. Refusal to approve plans,specifications,plotplans,etc.,or any of them,
may be based on any ground, includingpurely on aestheticgrounds, which in the sole and
absolutediscretionof the ARC aredeemed sufficient.Any change in the exteriorappearance of
any building,wall,fencingor otherstructureor improvements, and any substantialchange in the
appearance of thelandscaping,shallbe deemed an alterationrequiringARC approval.
A meeting of the ARC occurswhenever a quorum of the ARC gathersto conduct Master
Association business.All meetings of the ARC must be open to allVoting Members (and any
Member seeking ARC approval or a decision by the ARC concerning said Member's Parcel)
except for meetings between the ARC and itsattorneywith respectto proposed or pending
litigationwhere the contentsof the discussionwould otherwise be governed by the attorney-
clientprivilege.Members of the ARC may not vote by proxy or by secretballot.Ifand to the
extent required by the laws of the State of Florida,the provisions of the Bylaws governing
meetings of the Board shalllikewise apply to meetings of the ARC; otherwise no particular
formalityisrequiredforany of the ARC's proceedings,includingany hearing,nor isany record
required. A majority of the ARC may take any actionthe ARC is empowered to take,may
designatea representativeto actforthe ARC and may employ personnel and consultantsto act
for it. In the event of death,disabilityor resignationof any member of the ARC, a successor
shallbe appointed by the party (e.g.,Declarant or the Board) that has a rightto appoint the
members of the ARC.
(29845327;2) 47
The ARC shallmake a determinationon each requestor applicationwithin forty-five(45)
days afterreceiptof a completed request/applicationand allinformationrequiredby the ARC as
part of the request/applicationprocess. The ARC may permit or require that a
request/applicationbe submitted or consideredin stages,in which case,a finaldecisionshallnot
be required untilafterthe final,required submission stage. The ARC may (i)approve the
request/application,with or without conditions;(ii)approve a portionof the request/application
and disapprove other portions of the request/application;or (iii) disapprove the
request/application;provided, however, thatifthe ARC disapprovesthe request/application,it
shallstateinwritingthereason forsuch denial.
Section3. Parcels.No building,wall,fence or otherstructureor improvement of any
kind or natureshallbe commenced, erected,placed,repaired,modified or alteredon any Parcel
untilplans and specificationsdepictingsuch mattersas buildingelevations,landscaping,building
materialsand colorsforimprovements to be constructedwithin the Parcel ("Parcel Plan") have
been approved in writingby the ARC. In orderto seek ARC approval,the person intendingto
make the improvements must submit a ParcelPlan to the ARC which Parcel Plan must include
(i)a plotplan forthe Parcelshowing the locationon the Parcelof allimprovements, existingor
proposed, and (ii)the constructionplans and specificationsshowing such things as building
elevations(forallexteriorwalls),materials(includingsizeand quantityinformation)and colors.
The ARC shallhave no obligationto approve the plan or constructionplan and specifications
with respectto any ParceluntiltheParcelPlan has been receivedand approved by the ARC.
Unless otherwiseapproved by theARC in writing,constructionof improvements must be
commenced not laterthan twelve (12) months from the date thatthe ARC issuesitswritten
approval of the finalplans therefor.Ifconstructionhas not commenced within such time period,
the previously approved plans must once again be submitted and approved by the ARC in
accordance with thisArticleX and any priorapproval of same by the ARC shallno longer be
binding on theMaster Association.Upon commencement of such construction,such construction
must be prosecuted diligently,continuously,and without interruptionor delay to fullcompletion
within a reasonableperiod of time,but in no event longer than eighteen (18) months from the
date of commencement of such construction.The ARC, however, shallhave the power and
authorityto extend the period permittedforcompletion of construction;provided,however, that
the Owner and any contractoror Builder involved makes writtenapplicationfor such extension
statingthe reasons forthe requestedextensionof time and provided furtherthatthe ARC, in its
reasonable discretion,determines that the request is reasonable and that the extension is
appropriateand warranted under the conditionsthen existing.
Section4. ARC Fees; Assistance. The ARC shallbe entitledto charge submittal,
review and processing fees for each submittaland resubmittalreceived by it. The ARC may
employ architects,engineersor otherprofessionals,as deemed necessary,to perform thereviews
contemplated in thisArticleX and shallbe entitledto include in itsfees the reasonable costs
incurredto retainsuch architects,engineersor otherprofessionals.
Section5. ArchitecturalGuidelines. The ARC shallhave the authorityto,from time
to time,to adopt and thereafteramend architecturalguidelineswhich containgeneraland specific
criteria,guidelines,and otherprovisionsapplicableto,and which must be satisHedin connection
with, development, construction,and modification of the Waterleigh Development and the
(29845327;2) 48
ARC's approval thereofand any improvements and trees/1andscaping,including,but not limited
to,any Parcels("Architectural Guidelines");which ArchitecturalGuidelinesmay not conflict
with any provisions of this Master Declaration. The ARC shall make the Architectural
Guidelines availableto Owners who seek to engage in development or constructionwithin the
Waterleigh Development. The ARC shallhave the sole and absoluteauthorityto amend the
ArchitecturalGuidelines,which amendments shallbe prospectiveonly and shallnot apply to,
requiremodificationsto or removal of,structuresor improvements previouslyapproved by the
ARC, provided thatconstructionor modificationof such structureor improvement has actuallycommenced in the time period requiredhereunder. There shallbe no limitationon the scope of
amendments to the ArchitecturalGuidelines,and such amendments may remove requirements
previously imposed by the ArchitecturalGuidelines, or otherwise make the Architectural
Guidelines lessrestrictive.The ArchitecturalGuidelines are intended to provide guidance to
Owners regarding matters of particularconcern to the ARC in accepting and considering
applicationshereunder. The ArchitecturalGuidelinesarenot the exclusivebasisfordecisionsof
the ARC and compliance with the ArchitecturalGuidelines does not guaranteeapproval of any
application.In additionto the ArchitecturalGuidelines,any improvements constructedupon the
Waterleigh Development, including,but not limitedto,any Subdivided Parcel,must comply with
all of the covenants and restrictionscontained in this Master Declaration (however, such
compliance does not automatically entitlean applicant to ARC approval of its planned
improvement).
Section6. Inspectionand Non-compliance. The ARC shallhave the rightto enter
upon and inspectany Parcel atany time priorto,during or afterthe constructionor alterationof
improvements on such Parcel to ensure compliance with itsapprovals and requirements. If,
during theinspection,the ARC findsthatthework was not performed, or the improvements were
not constructed,in substantialcompliance with plans approved by the ARC; or if during
subsequent inspectionthe ARC notes that previouslyinspected improvements are not being
maintained in compliance with the ARC's approvals and requirements or with the aesthetic
standards or other standards imposed by the ARC, then the ARC shallnotifythe Owner in
writing of such non-compliance. Such writtennoticeshallspecifythe particularareas of non-
compliance and shall demand that the Owner immediately bring such improvements into
compliance.
Section7. Enforcement. Ifan Owner shallhave failedto remedy a non-compliance
within thirty(30) days from the date of the noticedescribed in the previous section,the ARC
shallnotifythe Board in writingof such failure.The Board may demand thatthe Owner remedy
or remove the non-complying improvements within a period of not more than fifteen(15) days
from the dateof such demand. Ifthe Owner does not comply withinthatperiod,the Board, inits
solediscretion,may pursue the remedies setforthin ArticleXVIII, Section 10 hereof,and ifthe
Board so acts,the Owner shallreimburse the Master Association for allexpenses incurredin
connection therewith,including,but not limitedto,reasonable attorneys'fees,legalfees and
other costsand expenses of litigationconnected therewith,which fees and costs,and expenses
shall include those caused by reason of any appellateproceeding, re-hearing,appeal, post-
judgment action,or otherwise. Ifsuch costs,expenses,and feesarenot promptly reimbursed,the
Board shalllevy a SpecialAssessment or IndividualAssessment againstthe Parcelupon which
the non-complying improvement is or was located. In addition to the above, the Master
(29845327;2) 49
Association may exercise any other rights or remedies available to it under this Master
Declarationor under Floridalaw.
Section8. No Liabilityfor Actions. Neither the ARC, the Declarant,the Master
Association,the Board, any Sub-Association,nor any of theirmembers, officers,directorsor
duly authorized representatives,shallbe liableto any person or entityfor any loss,damage,
injuryor inconvenience arisingout of or in any way connected with the performance or non-
performance of theARC's dutiesunder thisMaster Declaration.
Section9. No Waiver. If,for any reason,the ARC failsto notifyan Owner of any
noncompliance under this Article X, such failureshall not relieve the Owner from the
requirementsto comply with allprovisionsof thisArticleX and the Declaration.
Section 10. Exemption of Declarant. Declarant,priorto and afterTurnover, shallat
times be exempt from the provisionsofthisArticleX and shallnever be obligatedto obtainARC
approval for any constructionor change in constructionor alterationsto improvements that
Declarantmay electto make at any time. Declarant,may, atitssoleoption,forso long as there
is a Class C Membership in the Master Association,by written documentation executed by
Declarant, exempt Owners from the provisions of this Article X and the ARC approval
requirements.
XL
RESTRICTIVE COVENANTS
Section 1. Applicability.This ArticleXI containsrestrictivecovenants applicableto
the use of allor certainportionsof the Waterleigh Development, as more particularlysetforth
herein("Use Restrictions").All Owners arehereby given noticethatuse of theParcelsand the
Master Common Area isbound, restrictedand limitedby the Use Restrictions,as they may be
amended, expanded and otherwise modified consistentwith the provisionsof thisArticleXI.
Each Owner, by acceptance of a deed for any portion of the Waterleigh Development, hereby
acknowledges and agrees thatthe use and enjoyment and marketabilityof the Parcels can be
affectedby the Use Restrictionsand thatthe Use Restrictionsmay change from time to time,and
allpurchasersof any portionof the Waterleigh Development are hereby placed on noticethatthe
Use Restrictionsas initiallysetforthin thisArticleXI may have been amended, expanded or
otherwise modified. The Use Restrictionsshallnever be applicableto those portions of the
Waterleigh Development then owned by Declarant,but shallbe applicableto such portionsof
the Waterleigh Development immediately upon conveyance thereof by Declarant. The Use
Restrictionsdo not, however, constituteall restrictions,restraints,criteria,conditions or
constraintsassociatedwith development and constructionof the Waterleigh Development, as the
Waterleigh Development is also subjectto allrestrictions,restraints,criteria,conditions and
constraintsas are set forthin any and allpermits or approvals applicableto development and
constructionof the Waterleigh Development, including,but not limitedto,allsuch restrictions,
restraints,criteria,conditionsand constraintssetforthintheWaterleigh PD.
Section2. Approved Builders.All construction,reconstructionand repairwork upon
any Parcel shallbe performed by a licensedbuildingcontractorapproved by theDeclarant or the
{29845327;2) 50
ARC, If a Parcel has been sold to an approved contractor,any subsequent purchaser shallbe
requiredto comply with thisparagraph.
Section3. Mining or Drilling. There shallbe no mining, quarrying or drillingfor
minerals,oil,gas or otherwiseundertaken within any portion of the Waterleigh Development.
Excepted from the foregoing shallbe activitiesof Declarant,or any assignee of Declarant,in
dredging water areas,creatingland areasfrom water areasor creating,excavatingor maintaining
drainage or other facilitiesor easements, and the activitiesof Declarant or any Owner in
connectionwith the installationof wells,pumps or sprinklersystems,as approved by the Master
Association,shallbe in compliance with applicablegovernmental requirements.
Section4. Maintenance. Except as otherwise setforthin a subjectSub-Declaration,
in which case such maintenance obligationsand responsibilitiesof the Sub-Associationand each
Owner shallbe as set forthin said Sub-Declaration,each Owner shallmaintain itsParcel,
including all landscaping and improvements, in a manner consistent with this Master
Declaration,the Rules and Regulations of the Master Association and the Community-Wide-
Standard,includingbut not limitedto,maintaining and irrigatinglawns and landscaping lying
between the boundary of such Owner's Parcel and any public right-of-wayor any Community
wall or fence; provided, however, that no Owner shallremove any trees,shrubs or other
vegetationfrom these areasoutsideof such Owner's Parcelwithout the priorwrittenapproval of
theMaster Association.
Section5. Use of Name "Waterleigh".No Owner shalluse thename "Waterleigh",or
any logo associatedwith such name and used by Declarant in connection with the Waterleigh
Development, or any derivativeof such name or logo in any printedor promotional materialor
in any activity,without theDeclarant'spriorwrittenconsent. Declarantmay, however, use such
names and logos with respectto any property or other development activitiesof Declarant,
withoutthe consent of any party,includingany Owner.
Section6. Amendment to Use Restrictions.In furtheranceof the purposes of this
Master Declaration,Declarant acknowledges the need for an abilityto respond to unforeseen
problems, changes in circumstances,conditions,needs, desires,trends and technology which
affectthe Waterleigh Development and Owners, and in furtherancethereofDeclarant hereby
establishesthatthe Master Association shallhave the abilityto enact,modify, expand, create
exceptionsto,limit,cancel and/or otherwise amend the Use Restrictions(forpurposes of this
ArticleXI, hereinafteran "Amendment"), allupon the terms and conditionsas setforthin this
ArticleXI. Notwithstanding anything in the foregoing to the contrary,no Amendment of the
Use Restrictionsshallbe permittedwithout the express writtenconsent of the Declarant for so
long as the Declarant shallown atleastfivepercent (5%) of the totalnumber of Parcelswithin
the Waterleigh Development. Additionally,no Amendment of the Use Restrictionsmay be
made in violationof the following provisions,except as may be specificallyprovided in this
Master Declaration:
A. SimilarlysituatedOwners shall,to the extentreasonably practicable,be
treatedsimilarly.
(29845327;2} 51
B. No Amendment may abridgethe rightsof Owners to displayreligiousand
holiday signs,symbols and decorationsinsideDwellings or on theirParcelsgenerally;provided,
however, thatthe Board may, from time to time, as necessary,adopt reasonable size,location,
time, place,manner, and other Rules and Regulations with respectto allsuch displays,which
Rules and Regulationsmay include,but shallnot be limitedto,establishingschedules and time
periods during which such displaysare allowed. For example, a Rule and Regulation may
provide thatChristmas displaysmay not be erectedor permittedon any Parcel,or to be visible
outside any Dwelling, priorto Thanksgiving in the year thatthe subjectChristmas occurs,and
must be removed no laterthan the end ofthe second week of January of the next calendaryear.
C. No Amendment may interferewith the freedom of Owners to determine
the composition of theirhouseholds,except thatthe Master Associationshallhave the power to
limitthe totalnumber of occupants permitted in each Dwelling on the basis of the size and
facilitiesof theDwelling and such Parcel'soccupants'fairuse oftheMaster Common Area.
D. No Amendment may interferewith the activitiescarried on within a
Dwelling, except that the Master Association may prohibitactivitiesnot normally associated
with property restrictedto residentialuse, and any activitiesthatcreatemonetary costsfor the
Master Associationor otherOwners, thatcreatea danger to healthor safetyof otherOwners or
theirfamily,tenants,guestsor otherinvitees,thatcause offensiveodors,thatgenerateexcessive
noise or traffic,thatcreateunsightlyconditionsvisibleoutsidethe Dwelling, or thatcreatean
unreasonable sourceof annoyance to otherOwners, theirfamily,tenants,guestsor invitees.
E. No Amendment may require an Owner to dispose of personal property
which itmaintained in or on itsParcelpriorto the effectivedate of such Use Restriction,or to
vacate a Dwelling in which an Owner residedpriorto the effectivedate of such Amendment,
provided that such personal property was maintained, or such occupancy was, in compliance
with thisMaster Declarationand allUse Restrictionspreviouslyinforce.
Section7. Precedence Over Less Stringent Governmental Regulations. In those
instanceswhere the covenants, conditionsand restrictionsset forthin thisArticleXI set or
establishminimum standards in excess of applicable governmental regulations,including,
without limitation,building,zoning, land use and environmental regulations,the covenants,
conditionsand restrictionssetforthinthisArticleXI shalltake precedence and prevailover less
stringentgovernmental regulations.
Section8. DISCLOSURE OF PROXIMATE SOLID WASTE MANAGEMENT
FACILITIES. PURSUANT TO CONDITION 14 OF THE COUNTY'S BOARD OF COUNTY
COMMISSIONERS' CONDITIONS OF APPROVAL OF THE PSP/DP, DECLARANT
HEREBY DISCLOSES, AND ALL OWNERS, BY VIRTUE OF TAKING TITLE TO A
PARCEL, HEREBY ACKNOWLEDGE RECEIPT OF SAID DISCLOSURE, THAT THE BAY
LAKE LANDFILL, A SOLID WASTE MANAGEMENT FACILITY, IS LOCATED WITHIN
ONE-MILE OF CERTAIN PORTIONS OF THE WATERLEIGH DEVELOPMENT. EACH
OWNER HEREBY ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE
PARCEL WITH KNOWLEDGE OF THE POSSIBLE PROXIMITY OF THE
AFOREDESCRIBED SOLID WASTE MANAGEMENT FACILITY AND HEREBY
RELEASES DECLARANT AND ANY BUILDER FROM ANY AND ALL DEMANDS,
(29845327;2} 52
ACTIONS, CAUSES OF ACTIONS, SUITS, JUDGMENTS, CLAIMS, LIABILITIES OR
DAMAGES ARISING THEREFROM, OR RELATED THERETO.
Section9. DISCLOSURES AND RESTRICTIVE COVENANTS REGARDING
PRIOR CITRUS/AGRICULTURAL USES. PURSUANT TO CONDITIONS 17 AND 19 OF
THE COUNTY'S BOARD OF COUNTY COMMISSIONERS' CONDITIONS OF APPROVAL
OF THE PSP/DP, DECLARANT HEREBY DISCLOSES, AND ALL OWNERS, BY VIRTUE
OF TAKING TITLE TO A PARCEL, HEREBY ACKNOWLEDGE RECEIPT OF SAID
DISCLOSURE THAT: (I) THE WATERLEIGH DEVELOPMENT WAS PREVIOUSLY
OPERATED AS A CITRUS GROVE, UPON WHICH CERTAIN AGRICHEMICALS,
INCLUDING BUT NOT LIMITED TO HERBICIDES, PESTICIDES, AND FERTILIZERS,
WERE APPLIED; AND (II)THE WATERLEIGH DEVELOPMENT IS LOCATED WITHIN
A GEOGRAPHICAL SECTION OF THE STATE OF FLORIDA IDENTIFIED BY THE
FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AS HAVING CERTAIN
ETHYLENE DIBROMIDE GROUNDWATER IMPACTS GENERALLY ATTRIBUTABLE
TO CITRUS GROVE APPLICATIONS. IN RECOGNITION OF THE FOREGOING, AND
CONSISTENT WITH THE REQUIREMENTS OF CONDITION 20 OF THE COUNTY'S
BOARD OF COUNTY COMMISSIONERS' CONDITIONS OF APPROVAL OF THE PSP/DP,
THERE SHALL BE NO DRILLING FOR WATER CONDUCTED ON THE A WATERLEIGH
DEVELOPMENT NOR SHALL ANY WELLS FOR EITHER POTABLE WATER OR
IRRIGATION USING LOCAL GROUNDWATER BE INSTALLED ON THE WATERLEIGH
DEVELOPMENT UNDER ANY CIRCUMSTANCES. EACH OWNER HEREBY
ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PARCEL WITH
KNOWLEDGE OF THE FOREGOING AND HEREBY RELEASES DECLARANT AND
ANY BUILDER FROM ANY AND ALL DEMANDS, ACTIONS, CAUSES OF ACTIONS,
SUITS, JUDGMENTS, CLAIMS, LIABILITIES OR DAMAGES ARISING THEREFROM,
OR RELATED THERETO.
XII.
TURNOVER
Section 1. Time of Turnover. The Turnover shalloccur when the earlierof the
followingeventsoccurs:
A. Declarant makes the election,in its sole and absolute discretion,to
voluntarilyconvert itsClass C membership to Class A or Class B membership, as appropriate,
which voluntary conversion shall be effectedby Declarant giving written notice of such
voluntaryconversiontotheMaster Association.
B. After90% of the Parcelsin allphases of the Waterleigh Development that
willultimatelybe operatedby the Master Associationhave been conveyed to Owners otherthan
Declarant.
C. Upon Declarant abandoning or desertingitsresponsibilityto maintain and
complete the amenitiesor infrastructureas disclosedin the Governing Documents, There isa
rebuttablepresumption thatDeclarant has abandoned and desertedthe propertyifDeclaranthas
(29845327;2) 53
unpaid Assessments or guaranteed amounts under Section720.308 of the AssociationAct fora
period of more than two (2)years.
D. Upon Declarantfilinga petitionseeking protectionunder Chapter 7 of the
federalBankruptcy Code.
E. Upon Declarant losing titleto any part of the Waterleigh Development
through a foreclosureactionor the transferof a deed in lieuof foreclosure,unlessthe successor
owner has accepted an assignment of declarantrightsand responsibilitiesfirstarisingafterthe
dateof such assignment.
F. Upon a receiverfor Declarant being appointed by a circuitcourt of the
Stateof Floridaand not being dischargedwithin thirty(30) days aftersuch appointment,unless
the courtdetermines within thirty(30) days aftersuch appointment thattransferof controlwould
be detrimentalto theMaster Associationor the Members.
G. For purposes of this Declaration,the term "Members other than the
Declarant" shallnot includeBuilders,builders,contractors,or otherswho purchase a Parcelfor
thepurpose of constructingimprovements thereonforresale.
H. The Turnover of the Master Association by Declarant pursuant
Subsections 1.A and 1.B. directlyabove shalloccur at the Turnover Meeting, which Turnover
Meeting shallbe calledby Declarantand shalltake placeno laterthan ninety(90)days afterthe
occurrenceof the subjectevent.
Section2. Procedure of Calling Turnover Meeting. No more than sixty(60) days
and no lessthan thirty(30) days priorto the Turnover Meeting, the Master Association shall
notifyinwritingallMembers ofthe date,location,and purpose of the Turnover Meeting.
Section3. Procedure for Meeting. The Turnover meeting shallbe conducted in
accordance with theBylaws and most recentrevisionof Robert'sRules of Order.
XIII.
DECLARANT'S RIGHTS
Notwithstanding any provisionscontained in thisMaster Declarationto the contrary,at
any time thatDeclarant owns or has contractedto purchase any of the lands locatedwithin the
Waterleigh Development, Declarantshallhave the followingrightsdescribedinthisArticleXIII,
and the followingrestrictionsdescribedinthisArticleXIII shallremain in effect:
A. Declarant may maintain and carry on upon portions of the Master
Common Area such facilitiesand activitiesas, in the sole opinion of the Declarant,may be
reasonably required,convenient,or incidentalto the constructionor sale of any of the lands
within the Waterleigh Development including,but not limitedto,businessoffices,signs,model
units,and salesoffices,and the Declarant shallhave an easement for access to such facilities.
The rightto maintain and carryon such facilitiesand activitiesshallincludespecificallythe right
to use Parcels owned by the Declarant as models, sales offices,and for lodging and
entertainment,respectively,of salesprospectsand otherbusinessinvitees.
(29845327;2) 54
B. No person or entityshallrecord any declarationof covenants,conditions
and restrictionsaffectingany portionof the Waterleigh Development without Declarant'sreview
and writtenconsent thereto,and any attempted recordationwithout compliance herewith shall
resultin such declarationor similarinstrument being void and of no force and effectunless
subsequentlyapproved by recorded consent and executed by Declarant.
C. Declarant shallhave the right,in itsdiscretion,to receiveand approve all
sales,promotional, and advertisingmaterialsfor the subdivisionand/or sale of lands in the
Waterleigh Development by any Owner, which approval shallnot be unreasonably withheld.
Declarant shalldelivernoticeto any such Owner of Declarant'sapproval or disapprovalof all
such materialsand documents withinthirty(30)days of receiptof such materialsand documents,
and, ifdisapproved,setforththe specificchanges requested. IfDeclarant failsto do so within
such thirty(30) day period,Declarant shallhave deemed to have waived any objectionsto such
materials,forms and documents and to have approved the foregoing. Upon disapproval,the
foregoingprocedure shallbe repeateduntilapproval isobtainedor decreed to be obtained. Itis
hereby establishedthatifDeclarant electsto exercisethe rightssetforthabove to review and
approve allsales,promotional and advertisingmaterialsof any Owner, itshallnot by doing so
incuror createin favor of any thirdpartyany liability,obligationor responsibilityto ensure that
any such materialscomply with any and all applicablelaws, rules and regulationsnor to
determine or correctany falseor misleading claims or statementscontained in such materials.
Further in thisregard, Declarant'sexercise of such rightsshallnot be deemed to create a
partnership,jointventureor principal/agentrelationshipwith such Owner.
Any or allof the specialrightsand obligationsof Declarantmay be transferredto other
persons or entities,provided thatthetransfershallnot reduce an obligationnor enlargea rightof
the Declarant beyond that contained herein,and provided further,no such transfershallbe
effectiveunlessitisin a writteninstrumentsigned by Declarantand duly recorded in the Public
Records.
This ArticleXIII may not be amended without the express written consent of the
Declarant.
XIV.
MORTGAGEE PROVISIONS
The following provisionsare for the benefitof the "EligibleHolders" (definedlaterin
thisArticleXIV) only and may not be enforced or reliedupon by anyone else.
Section1. Notices of Action. An InstitutionalLender thatprovides a writtenrequest
to the Master Association(such requestto statethe name and addressof such holder,insurer,or
guarantorand to identifywith particularitythe Parcel,therebybecoming an "EligibleHolder"),
willbe entitledto timelywrittennoticeof:
A. Any delinquency in the payment of Assessments or charges owed by an
Owner of the Parcel subjectto the Mortgage of such EligibleHolder, where such delinquency
has continued fora period of sixty(60)days;provided,however, notwithstandingthisprovision,
any EligibleHolder,upon request,isalsoentitledto writtennoticefrom the Master Association
(29845327;2) 55
of any default in the performance by an Owner of any obligationunder the Governing
Documents which isnot cured within sixty(60)days;
B. Any condemnation loss or any casualty loss which affectsa material
portion of the Waterleigh Development or which affectsany Parcel on which there is a first
Mortgage held,insuredor guaranteed by such EligibleHolder;
C. Any lapse,cancellation,or materialmodificationof any insurancepolicy
maintained by theMaster Association;
D. Any proposed action which, pursuant to the terms of this Master
Declaration,the Articles,the Bylaws, or under applicablelaw, would requirethe consent of a
specifiedpercentage of EligibleHolders; or
E. Ifthe U.S. Department of Housing and Urban Development isinsuringor
the U.S. Department of Veterans Affairsis guaranteeingthe Mortgage on any Parcel,material
amendment to any of thisMaster Declaration,theArticles,or the Bylaws, or extraordinaryaction
of the Master Association,as definedunder VA Pamphlet 26-7.
A failureby Declarantor the Master Associationto furnishnoticeto any EligibleHolder
shallnot resultin liabilityof Declarant or the Master Associationbecause such noticeisgiven as
a courtesy to a EligibleHolder and the furnishingof such notice is not an obligationof the
Master Associationto EligibleHolder.
Section2. No Priority. No provision of this Master Declaration,the Articlesof
Incorporationor the Bylaws gives or shallbe construedas giving any Owner, Member or other
party priorityover any rightsof the firstMortgagee of any Parcelin the case of distributionto
such Owner of insurance proceeds or condemnation awards for lossesto or a taking of the
Master Common Area.
Section3. Notice to Master Association. Upon request,each Owner shall be
obligatedto furnish to the Master Association the name and address of the holder of any
Mortgage encumbering such Owner's Parcel.
Section4. Amendments by Board. Should the Federal National Mortgage
Association,the Federal Home Loan Mortgage Corporation,the U.S. Department of Housing
and Urban Development, or the U.S. Department of Veterans Affairssubsequently deleteany of
theirrespectiverequirements which necessitatethe provisionsof thisArticleXIV or make any
such requirementslessor more stringent,then the Declarant (ifpriorto Turnover) or the Board
(priorto or afterTurnover), without approval of the Owners or the Members, may adopt and
cause an amendment to thisArticleXIV to be recorded in the Master Association'sminute book
and thePublicRecords to reflectsuch changes.
Section5. Applicabilityof thisArticle.Nothing containedin thisArticleXIV shall
be construed to reduce the percentage vote thatmust otherwise be obtained under thisMaster
Declaration,the Articles,the Bylaws, or Floridacorporatelaw forany of the actssetout in this
ArticleXIV.
(29845327;2) 56
Section6. Failureof Mortgagee to Respond. Any Mortgagee who receivesa written
requestfrom the Board to respond to or consentto any actionshallbe deemed to have approved
such actionifthe Master Association does not receivea writtenresponse from the Mortgagee
within thirty(30) days of the date of the Master Association'srequest,provided such requestis
deliveredtothe Mortgagee by certifiedor registeredmail,returnreceiptrequested.
XV.
INSURANCE AND CASUALTY LOSSES
Section 1. Insurance. The Board, or its duly authorized agent, shall have the
authorityto and shallobtain blanket all-riskcasualtyinsurance,ifreasonably available,for all
improvements on the Master Common Area. If blanket all-riskcoverage is not reasonably
available,then ata minimum an insurancepolicyprovidingfireand extended coverage shallbe
obtained. This insuranceshallbe in an amount sufficientto cover one hundred percent (100%)
of the replacement cost of any repairor reconstructionin the event of damage or destruction
from any insuredhazard.
To the extentavailableon commercially reasonableterms and conditions,the Board may
alsoobtain a public liabilitypolicy covering the Master Common Area, the Master Association
and itsMembers foralldamage or injurycaused by thenegligence of the Master Associationor
any of itsMembers or agents. The public liabilityshallhave at leastOne Million Dollar
($1,000,000.00)limit for bodily injury,personal injury,and property damage from a single
occurrence,and, ifreasonably available,a Five MillionDollar ($5,000,000.00)umbrella liability
policy.
Premiums for allinsurance on the Master Common Area shallbe Master Common
Expenses of the Master Associationand shallbe includedin the Annual Assessment, provided,
however, that premiums for insurance on ResidentialMaster Common Areas, to the extent
reasonably separatelydiscernablefrom premiums for other Master Common Areas, shallbe
treatedas ResidentialMaster Common Area Expenses. The policy may containa reasonable
deductible,and, in the case of casualtyinsurance,the amount thereofshallbe added to the face
amount of the policy in determining whether the insuranceat leastequals the fullreplacement
cost. The deductibleshallbe paid by the partywho would be liableforthe lossor repairin the
absence of insurance and in the event of multiplepartiesshallbe allocatedin relationto the
amount each party'slossbearsto thetotal.
All insurancecoverage obtained by the Board shallbe writtenin the name of the Master
Association as trusteeforthe respectivebenefitedparties,as furtheridentifiedin Subsection B
below. Such insuranceshallbe governed by theprovisionshereinaftersetforth:
A. All policiesshallbe writtenwith a company licensedto do business in
Floridaand which holds a Best'sratingof A or better,ifreasonably available,or,ifnot available,
themost nearlyequivalentratingor as determined by theBoard.
B. All policieson the Master Common Area shallbe forthe benefitof the
Master Association,theDeclarantand theMembers.
(29845327;2) 57
C. Exclusive authorityto adjustlossesunder policiesobtainedby the Master
Associationshallbe vested intheBoard; provided,however, no Mortgagee having an interestin
such lossesmay be prohibitedfrom participatingin the settlementnegotiations,ifany, related
thereto.
D. In no event shallthe insurance coverage obtained and maintained by the
Board hereunder be brought intocontributionwith insurancepurchased by individualOwners,
occupants,or theirMortgagees or any Sub-Association.
E. All casualtyinsurancepoliciesshallhave an inflationguard endorsement,
ifreasonably available,and an agreed amount endorsement with an annual review by one or
more qualifiedpersons,atleastone of whom must be inthe realestateindustryand familiarwith
constructioninthe County.
F. The Board shallmake every reasonableeffortto secureinsurancepoliciesthatwillprovide forthe following:
(1) a waiver of subrogationby the insureras to any claims againstthe
Board, itsmanager, the Owners, and theirrespectivetenants,servants,agentsand guests;
(2) a waiver by the insurer of itsrightsto repair and reconstruct,
insteadof paying cash;
(3) a statement that no policy may be cancelled, invalidated,
suspended or subjectto non-renewal on account of any one or more individualOwners;
(4) a statement that no policy may be cancelled, invalidated,
suspended or subject to non-renewal on account of the conduct of any Director,Officer,or
employee of the Master Associationor itsduly authorizedrepresentativewithout priordemand
in writing delivered to the Master Association to cure the defect and the allowance of a
reasonabletime period within which the defectmay be cured by the Master Association,any
Member, any Owner or Mortgagee;
(5) thatany "otherinsurance"clause in any policy exclude individual
Owners' policiesfrom consideration;and
(6) thatthe Master Associationwill be given at leastthirty(30) days
priorwrittennoticeof any cancellation,substantialmodification,or non-renewal.
In additionto the otherinsurancerequiredby thisSection 1 of thisArticleXV, theBoard
shallobtain,as a Master Common Expense, worker's compensation insurance,if and to the
extentrequiredby law, directors'and officers'liabilitycoverage, ifreasonably available,flood
insuranceifrequired;and insuranceor a fidelitybond for allpersons who controlor disburse
funds of the Master Association. As used in thisparagraph,the term "persons who controlor
disbursefunds of the Master Association"includes,but isnot limitedto,persons authorizedto
sign checks on behalf of the Master Association,and the President,Secretary,and Treasurerof
the Master Association. The insurancepolicyor fidelitybond must cover the maximum funds
thatwillbe in the custody of theMaster Associationor itsmanagement agent atany one time,as
{29845327;2} 58
determined by the Board's best businessjudgment with such amounts, regardlessnever being
lessthan three(3)months' Assessment on allParcels,plus allreserveson hand. Ifavailable,any
such insurance policy or fidelitybonds shallcontain a waiver of alldefenses based upon the
exclusion of persons serving without compensation and shallrequireat leastthirty(30) days'
priorwrittennoticeto the Master Associationof any cancellation,substantialmodification,or
nonrenewal. If annually approved by a majority of the voting interestspresentat a properly
calledmeeting of the Master Association,the Master Associationmay waive the requirement of
obtainingan insurancepolicyor fidelitybond forallpersons who controlor disbursefunds of the
Master Association.
Section2. IndividualInsurance. By virtueof taking titleto a Parcel,each Owner
covenants and agrees with allotherOwners, and with the Master Association,thateach Owner
shallcarry,at minimum, fullreplacement cost protectionwith building structurereplacement
cost method extended limits.Each Owner furthercovenants and agrees thatin the event of a
partiallossor damage resultingin lessthan totaldestructionof structurescomprising itsParcel,
the Owner shallproceed promptly to repairor to reconstructthe damaged structurein a manner
consistentwith the originalconstructionor such otherplans and specificationsas are approved in
accordance with this Master Declaration. The Owner shall pay any costs of repair or
reconstructionwhich is not covered by insurance proceeds. In the event thatthe structureis
totallydestroyed,the Owner may decide not to rebuild or to reconstruct,in which case the
Owner shallclearthe Parcelof alldebrisand returnitto substantiallythenaturalstateinwhich it
existedpriortothebeginning of constructionand thereafterthe Owner shallcontinueto maintain
the Parcel in a neat and attractiveconditionconsistentwith the Community-Wide Standard.
Assessments shallapply to any Parcel cleared and/or thereaftermaintained pursuant to the
provisions of this section.Any such cleared Parcel shall still,at alltimes, continue to be
responsiblefor payment of fullAssessments, regardlessof the factthatthe Parcel and Owner
may not benefit from maintenance and other services otherwise provided by the Master
Associationto occupied or improved Parcels.
Section3. Damage and Destruction.
A. Immediately afterdamage or destructionby fireor othercasualtyto allor
any partof the Waterleigh Development covered by insurancewritteninthe name of the Master
Association,the Board or itsduly authorizedagent shallproceed with the filingand adjustment
of allclaims arisingunder such insuranceand obtainreliableand detailedestimatesof the costof
repairor reconstructionof the damaged or destroyedproperty. Repair or reconstruction,as used
in thisparagraph,means repairingor restoringthepropertyto substantiallythe same conditionin
which itexistedpriorto the fireor other casualty,allowing for any changes or improvements
necessitatedby changes in applicablebuildingcodes.
B. Any damage or destructionto the Master Common Area shallbe repaired
or reconstructedunlessthe Voting Members representingatleastseventy-fivepercent (75%) of
the totalvote of the Master Association,or the Owners representingatleastseventy-fivepercent
(75%) of the totalvote of the Owners whose Limited Master Common Area isdamaged, shall
decide within sixty(60) days afterthe casualtynot to repairor reconstruct.Iffor any reason
eitherthe amount of the insuranceproceeds to be paid as a resultof such damage or destruction,
or reliableand detailedestimatesof the cost of repairor reconstruction,or both, are not made
(29845327;2) 59
availableto the Master Associationwithin saidperiod,then the period shallbe extended until
such information shallbe made available;provided, however, such extension shallnot exceed
sixty(60)additionaldays. No Mortgagee shallhave the rightto participatein the determination
of whether the damage or destructionto Master Common Area shallbe repairedor reconstructed;
provided, however, this provision shall not apply to construction Mortgagees providing
constructionfinancingforsuch damaged property.
C. In the event thatitshould be determined in the manner describedabove
thatthe damage or destructionto the Master Common Area or to the Limited Master Common
Area shallnot be repairedor reconstructedand no alternativeimprovements areauthorized,then
and in thatevent the affectedportionof the Waterleigh Development shallbe restoredto their
natural stateand maintained by the Master Association in a neat and attractivecondition
consistentwith the Community-Wide Standard.
Section4. Disbursement of Proceeds. If the damage or destructionfor which the
proceeds of insurance policiesarepaid isto be repairedor reconstructed,the proceeds,or such
portion thereof as may be requiredfor such purpose, shallbe disbursed in payment of such
repairsor reconstructionas hereinafterprovided. Any proceeds remaining afterdefrayingsuch
costsof repairor reconstructionto the Master Common Area shallbe retainedby and for the
benefitof the Master Associationand placed in a capitalimprovements account. In the event no
repairor reconstructionis made, any proceeds remaining aftermaking such settlement,as is
necessary and appropriatewith the affectedOwner or Owners and theirMortgagee(s) as their
interestsmay appear, shallbe retainedby and for the benefitof the Master Association and
placed ina capitalimprovements account. Ifrequiredby law,thisisa covenant forthebenefitof
any EligibleHolder and may be enforcedby same.
Section5. Repair and Reconstruction. If the damage or destructionto the Master
Common Area forwhich insuranceproceeds arepaid isto be repairedor reconstructed,and such
proceeds are not sufficientto defraythe costthereof,the Board may levy a SpecialAssessment
againstallOwners on the same basis as provided for Annual Assessments; provided, if the
damage or destructioninvolvesLimited Master Common Area, only the Owners entitledto the
use of the Limited Master Common Area shallbe subjectto Assessment therefor.Additional
Assessments may be made inlikemanner atany time during or followingthe completion of any
repairor reconstruction.
XVI.
NO PARTITION
Except as ispermittedin thisMaster Declarationor amendments thereto,thereshallbe
no physicalpartitionof the Master Common Area or any partthereof,nor shallany person or
entityacquiringany interestinthe Waterleigh Development or any partthereofseek any judicial
partition.This ArticleXVI shallnot be construed to prohibitthe Board from acquiringand
disposingof tangiblepersonalpropertyor realpropertywhich may or may not be subjectto this
Master Declaration.
{29845327;2} 60
XVII.
CONDEMNATION
Whenever allor any partof theMaster Common Area shallbe taken (orconveyed in lieu
of and under threatof condemnation by the Board actingon the writtendirectionof the Members
representingat leasttwo-thirds(2/3)of the totalMaster Associationvote and the Declarant,as
long as the Declarant owns any lands within the Waterleigh Development) by any authority
having the power of condemnation or eminent domain, each Owner, careof saidOwner's Voting
Member, shallbe entitledto noticethereof.The award made forsuch taking shallbe payable to
the Master Associationas trusteeforallOwners to be disbursedas follows:
If the taking involves a portionof the Master Common Area on which improvements
have been constructed,then unless within sixty(60) days aftersuch taking,the Declarant,so
long as the Declarant owns or has under contractto purchase lands within the Waterleigh
Development, and Voting Members representingatleastseventy-fivepercent (75%) of the total
vote of the Master Association,shallotherwise agree,the Master Association shallrestoreor
replacesuch improvements so taken on the remaining land includedinthe Master Common Area
to the extentlands are availabletherefor,in accordance with plans approved by the Board. If
such improvements are to be repairedor restored,the above provisionsin ArticleXV hereof
regardingthe disbursement of funds in respectto casualtydamage or destructionwhich isto be
repairedshallapply. Ifthe taking does not involve any improvements on the Master Common
Area, or ifthereisa decisionmade not to repairor restore,of ifthereare net funds remaining
afterany such restorationor replacement is completed, then such award or net funds shallbe
disbursedto theMaster Associationand used forsuch purposes astheBoard shalldetermine.
XVIII.
GENERAL PROVISIONS
Section 1. Duration. The covenants, conditions and restrictionsof this Master
Declarationshallrun with and bind theWaterleigh Development, and shallinureto thebenefitof
and be enforceableby the Master Association,the Declarant,and any Owner, theirrespective
legalrepresentatives,heirs,successorsand assigns,for a period of thirty(30) years from the
EffectiveDate. Upon the expirationof saidthirty(30) yearperiod,thisMaster Declarationshall
be automaticallyrenewed and extended for successiveten (10)year periods. The number of ten
(10) year renewal periods shallbe unlimitedwith thisMaster Declarationbeing automatically
renewed and extended upon the expirationof each ten (10)year renewal period foran additional
ten (10) year period;provided, however, thatthere shallbe no renewal or extension of this
Master Declarationifduring the lastyear of the initialthirty(30)year period,or during the last
year of any subsequentten (10)year renewal period,Voting Members representingthree-fourths
(3/4)of the votes of the Master Associationvote in favor of terminatingthisMaster Declaration
atthe end of itsthen currentterm.
Written notice of any meeting at which such proposal to terminate this Master
Declaration isto be considered,settingforththe factthatsuch a proposal will be considered,
shallbe given atleastsixty(60) days in advance of saidmeeting. In the event thatthe Master
Associationvotesto terminatethisMaster Declaration,thePresidentand Secretaryof the Master
Association shallexecute an affidavitwhich shallsetforththe resolutionof terminationadopted
(29845327;2} 61
by the Master Association,the date of the meeting of the Master Association at which such
resolutionwas adopted,the datethatnoticeof such meeting was given,the totalnumber of votes
of Voting Members, the totalnumber of votes requiredto constitutea quorum ata meeting of the
Master Association,the totalnumber of votes necessary to adopt a resolutionterminatingthis
Master Declaration,the totalnumber of votes cast in favor of such resolution,and the total
number of votes castagainstsuch resolution.
Said certificateshallbe recorded in the Public Records and may be reliedupon forthe
correctnessof the facts contained therein as they relateto the termination of this Master
Declaration. Termination of thisMaster Declarationshallnot have the effectof terminating
easements hereinprovided or grantedpriorto such termination,or terminatingcontractualrights
created prior to termination which from the context of the contractwere meant to survive
termination.
Section2. Amendments by Members. The Governing Documents may be amended
at any time by the affirmativevote or writtenconsent,or any combination thereof,of Voting
Members representingsixty-sixand two-thirdspercent(66 2/3%) of thetotalvotesof the Master
Association;provided,however, thatifthe affirmativevote requiredforapproval of actionunder
the specificprovisionto be amended is expresslystatedas a higher or lower percentage, then
such higher or lower percentage shallbe requiredto approve amendment of that provision.
Notice shallbe given at leastsixty(60) days priorto the date of the meeting at which such
proposed amendment is to be considered. If any proposed amendment to the Governing
Documents isapproved by theVoting Members as setforthabove, thePresidentand Secretaryof
the Master Association shallexecute an appropriateamendment which shall set forth the
amendment, the effectivedate of the amendment, the date of the meeting of the Master
Association at which such amendment was adopted,the date thatnotice of such meeting was
given,the totalnumber of votes of Voting Members of the Master Association,the number of
votes necessaryto adopt the amendment, the totalnumber of votes castforthe amendment, and
the totalnumber of votes castagainstthe amendment. Ifsuch amendment relatesto thisMaster
Declarationitshallbe recorded inthe Public Records.
Section3. Amendments by Declarant. Until such time as the Turnover Meeting
occurs,the Declarant specificallyreservesforitself,itssuccessorsand assigns,the absoluteand
unconditionalrightto alter,modify, change, revoke,rescind,or cancel any or allof thisMaster
Declaration(orany of the otherGoverning Documents) or the restrictivecovenants containedin
thisMaster Declaration(orany of the otherGoverning Documents): provided,however, thatto
be validand enforceable,any such amendment by Declarantmay not be arbitrary,capricious,or
in bad faith;destroythe generalplan of development of the Waterleigh Development; prejudice
the rightsof existingnon-Declarant Members to use and enjoy the benefitsof Master Common
Area; or materially shifteconomic burdens from Declarant to the existingnon-Declarant
Members. After the Turnover, the Declarant shall continue to have the absolute and
unconditionalrightto alter,modify, change, revoke,rescindor cancel any or allof thisMaster
Declaration as necessary to comply with any obligationsor requirements imposed upon
Declarant,or otherwise in connection with the development of the Waterleigh Development, by
any applicablegovernmental authority.Otherwise,followingTurnover, thisMaster Declaration
may only be amended pursuantto theprovisionsof Section2 of thisArticleXVIII. Each Owner
of any Parcel,by acceptance of a deed thereforor otherform of conveyance thereof,irrevocably
(29845327;2) 62
waives any claim that such Owner has any vested rightspursuant to case law or statutewith
respectto thisMaster Declaration or any of the other Governing Documents. Itis expresslyintended thatDeclarant and the Master Associationhave the broad rightto amend thisMaster
Declarationand the other Governing Documents, except as limitedby applicablelaw or exceptas expresslysetforthherein.
Section4. Restrictionson Amendments. Notwithstanding anything to the contrarycontained in Sections 2 or 3 of this Article XVIII above, no amendment to this Master
Declaration,theArticlesof Incorporationor Bylaws may (i)remove, revoke, or modify any rightorprivilegeof the Declarantwithout thewrittenconsent of Declarantor the assigneeof any such
rightof privilege,(ii)impair the validityor priorityof the lienof any Mortgage held by a
Mortgagee or impair the rightsgrantedto Mortgagees hereinwithoutthepriorwrittenconsent of
such Mortgagees, (iii)to the extentthatany provision of thisMaster Declaration,Articlesof
Incorporation or Bylaws is included in satisfactionof any condition of approval of the
Waterleigh PD, such provisionshallnot be changed, amended, modified or otherwisedeletedor
eliminated without the prior written consent of the County, (iv) result in or facilitatea
terminationof the Master Association'sobligationto maintain the Master Common Area, or (v)
change, amend, modify, eliminateor deletethe restrictionscontained in thisSection4 of this
ArticleXVIII. In additionto the foregoing,any amendment to thisMaster Declarationthat
would affectthe Master Surface Water Management System (includingany Conservation Areas)
shallbe submitted to the Water Management Districtfor a determination of whether the
amendment necessitatesa modificationof the Water Management DistrictPermits. In no event
shallany such amendment be made without the prior approval of the Water Management
District.
Section5. Assignment of Rights and Duties. Any and allof the rights,powers and
reservationsof the Declarant may be assignedto any person, corporationor associationwhich
will assume the duties of the Declarant pertaining to the particularrights,powers and
reservationsassigned. Upon such assignee evidencing the consent in writing to accept such
assignment and assume such duties,the assigneeshallto the extentof such assignment have the
same rightsand powers and be subjectto the same obligationsand dutiesas are hereingiven to
and assumed by the Declarant,as the case may be. Further,theDeclarantmay from time totime
delegateany and allof itsrights,powers, discretionand dutieshereunder to such agentor agents
as itmay nominate.
Section6. Special Exceptions and Variations. Unless the written consent of the
Declarant,priorto Turnover, or the Master Association,afterTurnover, is firstobtained,no
Owner shallfilea requestforzoning variations,specialexceptionsor zoning changes affecting
orrelatingto land or improvements withintheWaterleigh Development.
Section7. MSTUs/MSBUs. In order to perform the servicescontemplated by this
Master Declaration,the Master Associationor Declarant,in conjunctionwith the County, as may
be appropriate,may seek the formation of MSTUs and/or MSBUs. The MSTUs/MSBUs will
have responsibilitiesestablishedin theirenabling resolutionswhich may include,but are not
limitedto,constructionand maintenance of roadway information signs,trafficcontrolsigns,
benches, trashreceptaclesand other streetfurniture,keeping allpublic roadways and roadside
pedestrian easements clean of windblown trash and debris,mowing, payment of electrical
(29845327;2) 63
charges, maintenance of drainage canals,ponds and structures,maintenance of designated
landscape areas and parks, payment of energy charges for streetand pedestrianlighting,and
other servicesbenefitingthe Waterleigh Development. In the event such MSTUs/MSBUs are
formed, the Waterleigh Development will be subjectto assessment for the cost of services
performed within the MSTUs/MSBUs. Personnel working for or under contract with the
County, as may be appropriate,shallhave the rightto enterupon lands within the Waterleigh
Development to affectthe servicesto affectthe services contemplated. Each Owner, by
acquiring lands within the Waterleigh Development, agrees to pay each and every
MSTUs/MSBUs assessment imposed upon the Owner's land in a timely manner, failingwhich
such assessments and specialcharges shallbe alien upon those lands. The Master Association
retainsthe rightto contractwith the County, as may be appropriate,to provide the services
funded by the MSTUs/MSBUs. Notwithstanding the foregoing,the Master Association may
elect,from time to time, to aestheticallymaintain any property otherwise maintained or to be
maintained by the MSTU/MSBU and ifMaster Associationdoes so,no Owner or Member, as a
resultthereof,shallthereby receive or be entitledto a discount for any ad valorem taxes or
assessments assessedby or inconnectionwith theMSTU/MSBU.
Section8. Master Surface Water Management System. A Master Surface Water
Management System for the Waterleigh Development, including,but not limitedto, drainage
canals,lakes and drainage retention/detentionponds within the geographic area shown on the
Waterleigh Land Use Plan,has or willbe constructed.At Declarant'soption,allDistrictPermits
may be transferredor assignedto the Master Association,or to the appropriateSub-Association,
and the Master Associationor subjectSub-Association,shallbe obligatedto accept such transfer
or assignment, as the operatingentitywith respectto such permits or approvals,and the entity
ultimatelyresponsiblefor allaspects of compliance therewith,including,without limitation,
responsibilityto complete any and allrequiredwetlands mitigation,and allrequiredmaintenance
and monitoring thereof,as may be required by any such permits or approvals; provided,
however, that any such assignment shallnot releasethe Declarant from any obligationsthat
existedpriorto the assignment or transferof the permits. In furtheranceof the foregoing,the
Master Association shalloperate,maintain and manage the Master Surface Water Management
System in a manner consistentwith the DistrictPermits,and shallassistin the enforcement of
the provisionsof thisMaster Declarationwhich relateto the Master SurfaceWater Management
System. Notwithstanding the foregoing,the Master Association,at alltimes, shallhave the
express authority,power, and rightto elect,from time to time, to delegateany such operation,
maintenance, and management responsibilitiesconcerning the Master Surface Water
Management System to a Sub-Association (or to the owner of a Commercial Parcel,if said
Commercial Parcel has not become a Subdivided Parcel),which responsibilitiesthe Sub-
Association(orthe owner of the Commercial Parcel,ifsaidCommercial Parcelhas not become a
Subdivided Parcel) shallbe required,obligated,and compelled to accept. At alltimes, the
Master Association shallhave unobstructed ingressto and egress from allcomponents of the
Master Surface Water Management System at allreasonable times to maintain said ponds and
lakesina manner consistentwith itsresponsibilitiesas provided in ArticleVII and any Rules and
Regulations. No person whatsoever, includingany Owner or Sub-Association,shallcause or
permit any interferencewith such access and maintenance. Should any Owner (including,if
applicable,any Sub-Associationor theowner of a Commercial Parcel,ifsaidCommercial Parcel
has not become a Subdivided Parcel)failto sufficientlymaintain any portion of the Master
Surface Water Management System within the boundaries of itsproperty (or any portionof a
(29845327;2) 64
surfacewater management system which connects with the Master Surface Water Management
System) or that is its responsibilityas required by this Master Declaration,the Master
Associationshallhave the authorityto maintain such portionand the cost of such maintenance
shallbe assessed againstand become a debt of the Owner (including,ifapplicable,any Sub-
Associationor the owner of a Commercial Parcel,ifsaidCommercial Parcelhas not become a
Subdivided Parcel) and shallbecome immediately due and payable as provided for other
Assessments of the Master Association. Consequently, no Owner (including,ifapplicable,any
Sub-Association or the owner of a Commercial Parcel,if said Commercial Parcel has not
become a Subdivided Parcel) shallutilize,in any way, any of the Waterleigh Development
drainage facilitiesor incorporatesuch facilitiesin the Owner's development plans,without the
expresspriorwrittenconsent of the Declarant and the Master Association. Further,where an
Owner (including,ifapplicable,any Sub-Association or the owner of a Commercial Parcel,if
said Commercial Parcel has not become a Subdivided Parcel) is contiguous to any of the
drainagefacilitiesof the Waterleigh Development, the Owner shallprepare itssiteplan so that
theutilizationof itspropertywillnot adverselyaffectthe drainagefacilitiesand structuresand so
as to be aestheticallycompatible with such drainage facilitiesand structures. The Water
Management Districtshallhave the rightto enforce,by a proceeding at law or in equity,the
provisionscontained in thisMaster Declarationwhich relateto the maintenance, operationand
repairof the Master Surface Water Management System. The County, as may be appropriate,
shallalsohave the rightto enforce,by a proceeding atlaw or in equity,the provisionscontained
in thisMaster Declaration thatrelateto the maintenance, operationand repairof the Master
SurfaceWater Management System.
Section9. Reclaimed Water. Ifan irrigationsystem capable of using reclaimed water
for irrigationpurposes is installedadjacent to a Parcel,and reclaimed water shallbecome
available,then in such events,the Master Associationmay: (i)requirethe Owner of each such
Parcelto use the reclaimed water forirrigationpurposes and (ii)ifapplicable,charge the Owner
of each Parcel served by the reclaimed water system a fee forthe use of such reclaimed water
based on either,as determined by the Master Association,(i)a uniform rateapplicableto all
Owners evenly,or (ii)thevolume ofreclaimed water used ateach Parcel.
Section 10. Enforcement. The Master Association is hereby empowered to adopt
reasonableRules and Regulationsforthe impositionof finesto be leviedagainstany Owner for
failureto comply with the terms of this Master Declaration,the Bylaws or the Rules and
Regulations.A fine levied pursuant to this Section 10 may not be imposed without at least
fourteen(14) days'priorwrittennoticeto the person sought to be finedand a singleopportunity
for a hearing before a Committee. If the Committee, by majority vote, does not approve a
proposed fine,itmay not be imposed by the Master Association. The Committee's written
recommendation shallbe deliveredto the Board within fourteen(14) days afterthe date of the
Committee's hearing. If the Master Association imposes a fine,the Master Association must
provide writtennoticeof such fineby mail or hand deliveryto the Member and, ifapplicable,to
any affectedtenants,guestsor otherinviteesof the Member's Parcel. Because Declarantintends
that the Waterleigh Development be developed and occupied as a high-end mixed use
development, it is important that the Master Association have the authorityand leeway to
enforcethe covenants,conditions,and restrictionsetforthhereinby meaningful fines.Therefore,
finesmay exceed one Thousand and No/100 Dollars ($1,000.00)in the aggregateand thereshall
be no limiton the aggregateamount of finesthatmay be leviedfor continuingviolationsof the
(29845327;2} 65
covenants, conditions,and restrictionsetforthherein. Fines shallconstitutean assessment due
to the Master Associationand upon failureto pay such finewithin the period prescribedby the
Master Associationshallbecome a charge and continuinglienupon the Owner's Parcel. To the
maximum extentpermittedby law, in additionto or in lieuof the levying of fines,the Master
Association shallalsobe permittedto pursue actionsin law and equityincluding,but not limited
to,seeking damages and injunctiverelief,to address any violationsof the covenants,conditions,
and restrictionsetforthherein.Enforcement of these covenants,conditionsand restrictionsshall
be by any proceeding atlaw or in equityand may be institutedby the Declarant,itssuccessorsor
assigns,the Master Association,itssuccessorsor assignsor any Owner againstany person or
persons violatingor attemptingto violateor circumvent any covenant, conditionor restriction,
eitherto restrainviolationor to recover damages, and againstthe land and to enforce any lien
createdby or pursuanttothesecovenants. Failureof theMaster Associationor any Owner or the
Declarant to enforce any covenant, conditionor restrictionherein contained for any period of
time shallin no event be deemed a waiver or estoppelof the rightto enforce same thereafter.
Further,the Master Association and Declarant shallhave the rightof selfhelp to cure any
violationsthatremain uncured afterany requirednoticeisgiven.
Section 11. Severability.Should any covenant,conditionor restrictioncontained in,
or any Article,Section,Subsection,sentence,clause,phrase or term of,thisMaster Declaration
be declared to be void,invalid,illegal,or unenforceable,for any reason,by the adjudicationof
any court or other tribunalhaving jurisdictionover the partieshereto and the subjectmatter
hereof, such judgment shallin no way affectthe other provisionshereof which are hereby
declaredto be severableand which shallremain infullforceand effect.
Section 12. Interpretation.The Board shallhave the right,except as limitedby any
otherprovisionof thisMaster Declaration,Articlesof Incorporationor the Bylaws, to determine
allquestionsarisingin connection with thisMaster Declarationand to construeand interpretits
provisions,and itsgood faith,determination,constructionor interpretationshallbe finaland
binding. In allcases,the provisionsof thisMaster Declarationshallbe given thatinterpretation
or construction that will best lend toward the consummation of the general plan of
improvements.
Section 13. Authorized Action. All actionswhich the Master Associationis allowed
to take under thisinstrumentshallbe authorizedactionsof the Master Associationas approved
by the Board in the manner provided for herein and in the Bylaws, unless the terms of this
instrumentprovideotherwise.
Section 14. Termination. The Master Association isto existin perpetuity;however,
should the Members of the Master Association vote not to renew and extend this Master
Declaration as provided herein,or at any time that the Master Association is dissolved,the
Master Associationshalltransferto anothernot-for-profithomeowners associationor appropriate
public agency having similarpurposes,allownership, rightsand otherinterestsheld atsuch time
by the Master Associationin the Master Common Area, including,but not limitedto,the Master
Surface Water Management System (tothe extentthatthe Master Surface Water Management
System is not owned by the County or the Water Management District)and the Conservation
Areas. Any associationto which thatportion of the Master Common Area consistingof the
Master Surface Water Management System, ifapplicableor Conservation Areas is conveyed
(29845327;2) 66
must meet the requirements of a "responsibleentity"consistentwith the applicablerules and
regulationsof the Water Management District,and such entitymust be approved in writingby
the Water Management Districtpriorto such conveyance. Ifno otherassociationor agency will
accept such propertythen itwillbe conveyed to a trusteeappointed by the CircuitCourt of the
County, which trusteeshallsellthe Master Common Area free and clear of the limitations
imposed hereby upon terms establishedby the CircuitCourt of the County. That portionof the
Master Common Area consistingof the Master Surface Water Management System and
Conservation Areas cannot be altered,changed or sold separate from the lands associated
therewith. The proceeds of such a sale shallfirstbe used for the payment of any debts or
obligationsconstitutingalien on the Master Common Area, then for the payment of any
obligationsincurredby thetrusteeinthe operation,maintenance,repairand upkeep of theMaster
Common Area. The excess of proceeds,ifany, from Master Common Area shallbe distributed
among Owners in a proportionwhich isequal totheproportionateshareof such Owner inMaster
Common Expenses.
Section 15. Execution of Documents. The Waterleigh Land Use Plan for the
development of the Waterleigh Development may requirefrom time to time the execution of
certaindocuments required by governmental authorities.To the extent that said documents
requirethe joinder of Owners, the Declarant may, through itsduly authorizedOfficers,as the
agent or the attorney-in-factforthe Owners, execute,acknowledge and deliversuch documents.
The Owners, by virtueof theiracceptance of deeds or otherconveyance instrumentsconveying
titleto any portionof the Waterleigh Development, irrevocablynominate, constituteand appoint
the Declarant,through itsduly authorizedOfficers,as theirproper and legalattorneys-in-factfor
such purpose. Said appointment is coupled with an interestand isthereforeirrevocable.Any
such documents executed pursuantto thisSection 15 shallrecitethatitismade pursuantto this
Section 15.
Section 16. Indemnification. To the fullextentas permitted by applicablelaw, the
Master Associationshallindemnify every Officer,Director,and committee member againstany
and allexpenses,includingcounsel fees,reasonably incurredby or imposed upon such Officer,
Director or committee member in connection with any action, suit,or other proceeding
(includingsettlementof any suitor proceeding, ifapproved by the then Board) to which he or
she may be a party by reason of being or having been an Officer,Director,or committee
member. The Officers,Directors,and committee member shallnot be liablefor any mistake of
judgment, negligent or otherwise, except for their own individual willful misfeasance,
malfeasance, misconduct, or bad faith. The Officersand Directors shallhave no personal
liabilitywith respectto any contractor othercommitment made by them, in good faith,on behalf
of the Master Association (except to the extent that such Officersor Directorsmay also be
Members of the Master Association),and the Master Association shallindemnify and forever
hold each such Officerand Directorfreeand harmless againstany and a111iabilityon account of
any such contractor commitment. Any rightto indemnificationprovided forhereinshallnot be
exclusiveof any otherrightsto which any Officer,Director,or committee member, or former
Officer,Director,or committee member may be entitled.Upon approval of the Board, the
Master Associationshall,as a Master Common Expense, maintain adequate generalliabilityand
Officers'and Directors'liabilityinsuranceto fund thisobligation,ifsuch insuranceisreasonably
available.
(29845327;2} 67
Section17. Prohibited Actions. Notwithstanding anything contained herein to the
contrary,the Master Association will perform no act nor undertake any activitywhich will
violateitsnot forprofitstatusunder applicablestateor federallaw.
Section 18. Singular.Pluraland Gender. Whenever the contextso permits,the use of
the singularshallincludethe pluraland the pluralshallincludethe singular,and the use of any
gender shallbe deemed to includeallgenders.
Section19. Construction. This Master Declaration may be amended without
amending any of the otherGoverning Documents. The provisionsof the Governing Documents
shallbe liberallyconstrued so as to effectuatethe purposes hereinexpressed with respectto the
efficientoperationof the Master Associationand the Waterleigh Development; to effectuatethe
purpose of creatinga uniform plan for the operationof the Waterleigh Development; for the
preservationof the value of the Waterleigh Development; and the protectionof Declarant's
rights,benefits,and privilegescontemplated herein,in the other Governing Documents, and
under the AssociationAct, to the fullestextentpermittedby Floridalaw. Ifthereis or should
thereever be any conflictsbetween Floridalaw and the terms and provisionsof the Governing
Documents, or between the terms and provisionsof more than one Governing Document, then
the following order of priorityand governance shallprevail,but only as necessary to resolve
such specificconflict(s):(A) Floridalaw; (B) thisMaster Declaration;(C) any Supplement (in
the event thattherearemultiple Supplements, then the orderof priorityand governance of such
Supplements shallbe based upon recording order);(D) the Articles;(E) the Bylaws; (F) the
Architectural Guidelines; (G) the Community-Wide Standards, and (H) the Rules and
Regulations. If a Governing Document of a higher priorityand governance, as established
above, is amended in such a way thatthe terms and provisionsof such Governing Document
conflictwith the terms and provisions of any lower priorityGoverning Documents, as
establishedabove, then the lower priorityGoverning Documents shallbe deemed automatically
and simultaneouslyamended with the amendment of thehigherpriorityGoverning Document, so
thatsuch lower priorityGoverning Documents may be read and interpretedto be consistentwith
the higher priorityGoverning Document. In no event shallany lower priorityGoverning
Documents be amended ifsuch amendment would conflictwith the terms and provisionsof any
higher priorityGoverning Document, and any such purported amendment shallbe automatically
ineffectiveand void.Notwithstanding thatsome or allof the Governing Documents may have
been prepared, initially,at the directionof Declarant, and notwithstanding any rule of
constructionto the contrary,the Governing Documents shallnot be more strictlyconstrued or
interpretedagainstDeclarant or any of Declarant'saffiliatesthan againstany other person or
entity.
Section20. Notice. Any noticesrequired to be given hereunder shallbe given by
either(i)personal delivery,(ii)certifiedmail,postage pre-paid,returnreceiptrequested,or (iii)
overnightcourierservicethatprovides a receiptevidencingdeliveryofpackages, such as Federal
Express. The noticesto be deliveredto the Voting Members or Owners shallbe sent to the
addressesappearing in theirrespectiverecorded deeds, or at such otheraddress as such Voting
Member or Owner has provided to the Master Association.Notices to Declarantshallbe sentto
Declarant'saddresssetforthin the initialparagraph of thisMaster Declaration,or,ifapplicable,
to the addressof any assigneeof the Declarant'sinteresthereunder as setforthin any instrument
recorded in the PublicRecords. Notices to the Master Associationshallbe sentto the principal
(29845327;2) 68
addressof the Master Associationas establishedinthe recordsof the Secretaryof State,Stateof
Florida. Notices to any Sub-Association shallbe sent to the principaladdress of such Sub-
Association as establishedin the Records of the Secretaryof State,Stateof Florida. Notices
shallnot be deemed to have been deliveredto the intended addressee untilsame or actually
delivered to the appropriateaddress as set forth above. Notwithstanding anything in the
foregoing to the contrary,any notice requiredto be given hereunder to any Member may be
given to such Member pursuant to any means authorizedby the AssociationAct or the Bylaws
and any notice required to be given hereunder to any Owner of a Parcel for which a Sub-
Association has been formed, and which pertainsto such Sub-Association,shallbe deemed
given on deliverythereofto such Sub-Association.Notice to any one or more of any co-owners
of a Parcelshallconstitutenoticeto allOwners of such Parcel.
Section21. Covenants Run With the Land. Each covenant, condition,restriction,
easement and otherprovisioncontainedherein shallbe appurtenantto and forthe benefitof the
Waterleigh Development and shallbe a burden thereon for the benefitof allthe Waterleigh
Development and shall run with the land. This Master Declaration and the covenants,
conditions,restrictionsand easements createdhereby shallinureto the benefitof and be binding
upon Declarant and itssuccessorsin titleto any of the Waterleigh Development; provided,
however, that if any Owner conveys fee simple titleto the portion of the Waterleigh
Development owned by such Owner, such Owner shallthereupon be releasedand discharged
from any and all obligationsas Owner in connection with such portion of the Waterleigh
Development arisingunder this Master Declaration,the Articlesof Incorporationand/or the
Bylaws to be performed or arisingafterthe conveyance of saidfee simple title,but shallremain
liableforallobligationsarisingpriorto the conveyance of such title.
Section22. Not a Public Dedication. Except as specificallystatedin thisMaster
Declaration,nothing herein shallbe deemed to be a giftor dedicationof any portion of the
Waterleigh Development to the general public or for the general public or for any public
purposes whatsoever, itbeing the intentionof Declarant that thisMaster Declarationshallbe
strictlylimitedto and forthepurposes hereinexpressed.
Section23. Breach Shall Not Permit Termination. No breach of this Master
Declaration shall entitleany Owner to cancel,rescind or otherwise terminate this Master
Declaration,but such limitationshallnot affectinany manner any otherrightsor remedies which
such Owner may have hereunder by reason of any breach of thisMaster Declaration. Any
breach of any of said covenants or restrictions,however, shallnot defeator render invalidthe
lienof any Mortgage, but such covenants or restrictionsshallbe binding upon and effective
againstsuch Owner of any of said Waterleigh Development or any portionthereofwhose title
theretoisacquiredby foreclosure,trusteesaleor otherwise.
Section24. Attorneys'Fees. In the event of the institutionof any legalproceedings
for any violationor threatened violationof any of the terms, covenants, restrictionsand
conditionscontainedherein,or forthe collectionof any sums due and payable hereunder,or for
the foreclosuresof any liensprovided forherein,theprevailingpartyshallbe entitledto recover
all reasonable costs and expenses incurred in connection with such litigation,specifically
including,but not limitedto reasonable attorneys'fees,which costsand fees shallalsoinclude
(29845327;2} 69
those caused by reason of any appellateproceeding, re-hearingor otherwise,from the non-
prevailingparty.
Section25. Negation of Partnership.None of the terms or provisionsof thisMaster
Declarationshallbe deemed to createa partnershipbetween or among the Owners, Members,
Master Association or Declarant,nor shallitcause them to be consideredjointventurers or
members of any jointenterprise.Each such entityshallbe considered a separateentityand no
such entityshallhave therightto actas an agent foranotherunlessexpresslyauthorizedto do so
hereinor by separateinstrumentsignedby thepartiestobe charged.
Section26. Non-Merger. Notwithstanding any applicable law or legal concept or
theory,no interest,right,benefit,obligation,term, provision or covenant containedherein or
establishedhereby shallbe deemed to merge with any other interest,right,benefit,obligation,
term, provision or covenant contained herein or establishedhereby. Notwithstanding any
applicablelegalprincipleortheoryincluding,but not limitedto,the principlegenerallyknown as
"merger,"the ownership of the entiretyof the lands definedas the "WaterleighDevelopment" by
the same party at the same time shallnot resultin or cause the terminationof thisMaster
Declarationand, likewise,ownership by the same partyatthe same time of both the benefited
and burdened lands associatedwith any of the easements createdherein shallnot resultin or
causetheterminationof any of such easements.
[INTENTIONALLY BLANK - SIGNATURE PAGES BEGIN ON PAGE 71]
(29845327;2} 70
IN WITNESS WHEREOF, theDeclaranthas executedthisMaster Declarationthedayand yearfirstabove written.
WITNESSES: "DECLARANT"
D.R. HORTON, INC., a Florida
corporation
, By:PrintName: / of ye ya-p Name: , Of)/10 oft
STATE OF
COUNTY OF 6
I HEREBY CERTIFY that on this day personally appeared before me,
', n , the \( ei 6 of D.R. Horton, Inc.,aFloridacorporation,to me well known to be the person describedin and who executed the
foregoinginstrumentand he/she acknowledged before me thathe/sheexecuted the same on
behalfofthecorporation.
WITNESS my hand and officialsealthis y oE st , .
SANDRAEBERRY Notary Public,Stat of
(NOTARIAL .1 NotaryPublic-StateofFlorida My commission expires: re
MyComm.ExpiresAug31,2018Commission# FF132152
{29845327;2} 71
EXHIBIT "A"
("Legal Description of Waterleigh Development")
That partof Sections31 and 32,Township 23 South,Range 27 East,and Sections5,6,7, 8 and 18,
Township 24 South,Range 27 East,Orange County, Florida,describedasfollows:
Commence ata 3 inchdiameterironpipefound attheNortheastcornerof theNorthwest 1/4of said
Section5, said ironpipe as shown and recorded in CertifiedCorner Record #074863; thence run
S00005'37"W alongtheEast lineof saidNorthwest 1/4fora distanceof 2642.65 feettotheSoutheast
cornerof saidNorthwest 1/4;thencerun S89033'41"W alongtheSouth lineofsaidNorthwest 1/4for
a distanceof 1337.71feettoa pointon theWest right-of-waylineofAvalon Road (County Road No.
545),a 66' wide right-of-wayas recorded in OfficialRecords Book 402, Page 351, and Official
Records Book 402, Page 359, of the PublicRecords of Orange County, Florida;saidright-of-wayalsoas shown and definedin the "Orlando -
Orange County, Expressway AuthorityRight-of-Way
Maps WESTERN BELTWAY" ProjectNo. 75320-6460-653 forStateRoad No. 429,and thePOINT
OF BEGINNING; thencerun the followingfive(5)coursesalong saidWesterly right-of-wayline:
S00ol2'58"E fora distanceof 401.65 feet;S00048'39"E fora distanceof 169.02feettothepointof
curvatureof a curve concave Easterlyhaving a radiusof 2324.89 feetand a chord bearing of
SO3036'05"E;thence Southerlyalongthe areof saidcurvethrougha centralangleof 05'34'53"fora
distanceof 226.48 feettothepointof tangency;thence SO6023'32"E fora distanceof 674.68 feetto
the point of curvatureof a curve concave Westerly having a radiusof 2831.93 feetand a chord
bearingof SO1010'53"E; thence Southerlyalong the arc of saidcurve through a centralangle of
10025'l8"fora distanceof 515.10 feettoa non-tangentline;thencedepartingsaidWesterlyright-of-
way line,run S89006'33"W along the South lineof the Northeast 1/4 of the Southwest 1/4 of the
Southwest 1/4of saidSection5 and theEasterlyprolongationthereoffora distanceof 759.03 feetto
theEastlineofthe Southwest 1/4oftheSouthwest 1/4oftheSouthwest 1/4ofsaidSection5;thence
S00004'55"W along said East line662.68 feetto the South line of said Southwest 1/4 of the
Southwest 1/4 of the Southwest 1/4;thence S88057'35"W along said South line665.70 feetto the
West lineof theNorthwest 1/4of saidSection8;thenceSOOol4'24"W, along saidWest line1304.27
feettotheNorth lineoftheWest 1/2of theNorthwest 1/4oftheSouthwest 1/4oftheNorthwest 1/4
ofsaidSection8;thenceN89025'38"E, alongsaidNorth line331.34 feettotheEastlineof saidWest
1/2oftheNorthwest 1/4ofthe Southwest 1/4of theNorthwest 1/4;thence S00015'49"W, along said
East line653.49 feettotheNorth lineofthe South 1/2ofthe Southwest 1/4oftheNorthwest 1/4of
said Section 8; thence N89039'41"E, along said North line993.15 feetto the East lineof the
Southwest 1/4 of the Northwest 1/4 of said Section8; thence N00020'O4"E, along saidEast line
657.57 feetto the North lineof the Southeast1/4 of the Northwest 1/4 of said Section8; thence
N89025'38"E, along saidNorth line28.30 feetto the West right-of-waylineof County Road 545;thence SOOo29'10"E,along saidWest right-of-wayline2630.60 feetto the South lineof the North
1/2of the Southwest 1/4of saidSection8;thence S89052'13"W, along saidSouth line1398.56 feet
to the Southeast corner of the Northeast 1/4 of the Southeast 1/4 of said Section 7; thence
S89023'10"W, along the South line 1316.90 feetto the West lineof said Northeast 1/4 of the
Southeast1/4;thenceN00036'14"E, along saidWest line985.17 feetto the South lineof the North
330 feetof theNorthwest 1/4of theSoutheast1/4of saidSection7;thence S89021'27"W, along said
South line,1319.40 feettotheEast lineofthe Southwest 1/4of saidSection7;thenceS00027'33"W,
along said East line,2298.98 feet to the North Quarter corner of said Section 18; thence
S00039'38"W, along theEast lineof theNorthwest 1/4of saidSection18,a distanceof2661.78 feet
tothe SoutheastcorneroftheNorthwest 1/4of saidSection18;thence S00'39'38"W, alongthe East
(29845327;2) 1
lineof the Southwest 1/4 of saidSection18 fora distanceof 1341.54 feetto the South lineof the
North 1/2 of the Southwest 1/4 of said Section 18; thence S89'20'12"W, along said South line,2796.15 feetto the West lineof the Southwest 1/4 of saidSection18;thenceN00007'30"E, alongsaidWest line,fora distanceof 1328.08 feetto the West Quartercornerof saidSection18;thence
N00022'40"E, alongthe West lineof theNorthwest 1/4of saidSection18 fora distanceof 2731.37
feetto the Northwest corner of saidSection18;thenceNOOol3'll"W, along the West lineof the
Southwest 1/4of saidSection7, fora distanceof 2573.03 feetto the West Quarter cornerof said
Section7; thenceNOOo24'04"E, along the West lineof the Northwest 1/4 of said Section7 fora
distanceof 2641.01 feetto the Southwest corner of the Southwest 1/4 of said Section6; thence
N00007'45"W, alongthe West lineof saidSouthwest 1/4,a distanceof 524.00 feettothe South line
of landsdescribedinBook 349, Page 366, of thePublicRecords of Orange County, Florida;thence
N89052'15"E, along saidSouth line275.00 feetto theEast lineof saidlands;thenceN00007'45"W,
along said East line400.00 feetto the North lineof said lands;thence S89052'l5"W, along said
North line275.00 feetto saidWest lineofthe Southwest 1/4;thenceN00007'45"W, along saidWest
line1735.65 feetto theNorth lineof saidSouthwest 1/4of Section6; thenceN89642'52"E, alongsaidNorth line2850.82 feetto theEast lineof saidSouthwest 1/4of Section6;thence S00012'20"E,
along said East line672.79 feetto the North lineof the South 1/2 of the Northwest 1/4 of the
Southeast1/4of saidSection6; thenceN89'32'01"E, along saidNorth line1320.71 feetto the East
lineof saidSouth 1/2of the Northwest 1/4of the Southeast1/4of Section6; thence S00'03'05"E,
along saidEastlineand the West lineof theNorth 1/2of the Southeast1/4of the Southeast1/4of
saidSection6,a distanceof 1337.25 feetto theNorth lineof saidSouth 1/2of the Southeast1/4of
the Southeast1/4of Section6; thenceN89013'07"E, along saidNorth line1317.21 feetto the West
lineoftheSouthwest 1/4of saidSection5;thenceNOOo06'11"E, along saidWest line1994.50feetto
the Southeastcornerofthe Southeast1/4oftheNortheast1/4of saidSection6;thenceN00006'l6"E,
along theEastlineof saidSoutheast1/4oftheNortheast1/4of Section6,a distanceof 1328.92feet
to theNorth lineof saidSoutheast1/4oftheNortheast1/4of Section6;thenceS89651'49"W, alongsaidNorth line1325.79feettotheWest lineoftheNortheast1/4oftheNortheast1/4of saidSection
6; thence run N00o03'52"W, along saidWest line668.68 feet;thence run N89057'16"W along the
South lineoftheNorth 1/2of theNorthwest 1/4of theNortheast1/4of saidSection6 fora distance
of 1328.05 feet;thencerun S89024'O8"W, alongthe South lineoftheEast 412 feetof theNortheast
1/4 of theNortheast1/4of the Northwest 1/4of saidSection6 fora distanceof 412.01 feetto the
West lineof saidEast 412 feetof the Northeast 1/4 of the Northeast 1/4 of the Northwest 1/4of
Section6;thencerun N00012'18"W along saidWest linefora distanceof 672.68 feetto theNorth
lineof the Northwest 1/4 of said Section6; thence run S89022'14"W along saidNorth linefora
distanceof 313.16 feettothe Southeasterlyright-of-waylineof OLD YMCA ROAD, a 60'right-of-
way as recorded in Deed Book 623, Page 348, of the aforesaidPublic Records; thence run
N50031'19"E along saidSoutheasterlyright-of-waylinefora distanceof 2026.07 feet;thence run
N89059'32"E along the Southerlyright-of-waylineof saidOLD YMCA ROAD fora distanceof
1824.62 feetto a point being distant1290.98 feeton a bearingof N00010'29"E from a 6" x 6"
concretemonument at the Southwest corner of the Southwest 1/4 of said Section32; thence run
N89043'52"E along said Southerlyright-of-waylineof OLD YMCA ROAD, as recorded in Deed
Book 640, Page 243, of saidPublicRecords,fora distanceof 318.50 feettotheNorthwest cornerof
Right-of-Way "C" of Parcel209, saidParcel209 as recordedin OfficialRecords Book 8039, Page1871 of saidPublicRecords; thence departingsaid Southerlyright-of-wayline,run S31'29'22"E
along the Southwesterlyboundary of saidRight-of-way "C" 56.46 feetto theNorthwest cornerof
Right-of-way "D" of saidParcel209; thence run S31029'22"E alongthe Southwesterlyboundary of
saidright-of-way"D" 506.01 feettothe pointof curvatureof a curve concave Southwesterlyhavinga radius of 4336.66 feet and a chord bearing of S30002'52"E; thence Southeasterlyalong said
Southwesterlyboundary of saidRight-of-way"D" and alongtheareof saidcurve through a central
(29845327;2) 2
angleof 02053'01"fora distanceof218.26 feettoa radialline;thenceN61'23'39"E alongsaidradial
lineand the Southeasterlyboundary of said Right-of-Way "D" 97.00 feetto the Southwesterly
boundary of Limited Access Right-of-way "B" of saidParcel209 and to a pointon a non-tangentcurveconcave Southwesterlyhaving a radiusof4433.66 and a chord bearingof S27'l7'56"E;thence
Southeasterlyalong saidSouthwesterlyboundariesof Limited Access Right-of-Way "B" and Right-
of-way "C", and the areof saidcurve through a centralangle of 02036'50"fora distanceof 202.27
feettotheaforementionedWest right-of-waylineof County Road No. 545; thencerun thefollowingfive(5)coursesalong saidWest right-of-wayline;SO9009'O8"W fora distanceof 313.80 feetto the
pointof curvatureof a curveconcave Easterlyhaving a radiusof 914.49 feetand a chord bearingof
SO6008'03"E;thence,Southerlyalongthe areofsaidcurvethrough a centralangleof 30034'22"fora
distanceof 487.97 feetto the pointof tangency;S21025'13"E fora distanceof 570.37 feetto the
pointof curvatureof a curve concave Westerlyhaving a radiusof 2831.87 feetand a chord bearingof S10049'05"E;thence Southerlyalongthe areofsaidcurvethrougha centralangleof21012'15"for
a distanceof 1048.03feettothe pointof tangency;thenceSOOol2'58"E fora distanceof 794.68 feet
tothePOINT OF BEGINNING.
AND
That partof the Northwest 1/4 of Section 8,Township 24 South, Range 27 East,Orange County,Florida,describedasfollows:
BEGIN attheNortheastcornerof the Southeast1/4of theNorthwest 1/4of saidSection8;thence
N89051'49"E, along theNorth lineof the Southwest 1/4oftheNortheast 1/4of saidSection8,fora
distanceof 57.55 feettotheWesterlyright-of-waylineoftheWestern Beltway (SR 429) asrecorded
in OfficialRecords Book 6395, Page 5891 of saidPublicRecords;thence run thefollowingfive(5)coursesalong saidWesterlyright-of-wayline:S23o37'44"E,227.98 feettothepointof curvatureof
a curve concave Northeasterlyhaving a radiusof 2952.00 feetand a chord bearingof S29039'00"E;thenceSoutheasterlyalongtheareof saidcurvethrougha centralangleof 12002'33"fora distanceof
620.46 feetto the pointof tangency;thence S35640'l8"E,345.95 feetto the pointof curvatureof a
curve concave Southwesterlyhaving a radiusof 2750.00 feetand a chord bearingof S34023'11"E;thenceSoutheasterlyalongtheareof saidcurvethrougha centralangleof 02034'll"fora distanceof
123.34feettoa non-tangentline;thence S24ol0'O9"W, 158.90feettotheNorth Right-of-Way lineof
HartzogRoad; thencerun along saidNorth Right-of-Waylineof Hartzog Road thefollowingsix(6)courses: S89053'42"W, 956.96 feet;thenceN00006'18"W, 11.00feet;thence S89053'42"W, 300.00
feet;thence S00006'18"E,11.00feet;thence S89o53'42"W, 590.88 feet;thenceN51012'45"W, 43.98
feetto the East Right-of-Way lineof Avalon Road (a 66 foot wide Right-of-way alsoknown as
County Road No. 545);thenceN00029'10"W, along saidEast Right-of-Way line1238.32feetto the
North lineof the Southeast1/4 of the Northwest 1/4of saidSection8; thenceN89025'38"E, alongsaidNorth line,1231.05feettothePOINT OF BEGINNING.
LESS AND EXCEPT:
Parcel112 (OfficialRecords Book 3630, Page 1968) allthatportionof the Southwest 1/4 of the
Northwest 1/4of Section7,Township 24 South,Range 27 East,inthe County of Orange, Stateof
Florida,includedwithina parcelof land 50.00feetofeven width,theEasterlylineof said50.00 foot
wide parcelof landbeingdescribedas follows:
(29845327;2} 3
Beginning ata pointon theNortherlylineof saidSouthwest 1/4oftheNorthwest 1/4,distantthereon
North 89 deg. 50' 33" East 560.00 feetfrom the Northwest corner of said Southwest 1/4 of the
Northwest 1/4;thenceSouth 00 deg. 10'00" West 35.00feet.
LESS AND EXCEPT:
Parcel113 (OfficialRecords Book 3630,Page 1968) theNortherly35.00 feetof the Easterly50.00
feetof the Westerly80.00 feetof the Southeast1/4of theNortheast1/4of Section7,Township 24
South,Range 27 East,intheCounty ofOrange,Stateof Florida.
LESS AND EXCEPT:
That partconveyed inBook 3642, Page 1686,describedas: The Easterly35.00 feetof theWesterly860.16 feetof the Northerly 50.00 feetof the Southerly57.00 feetof the Northwest 1/4 of the
Southwest 1/4of Section8, Township 24 South,Range 27 East,in the County of Orange, Stateof
Florida.
LESS AND EXCEPT:
Parcel147 (OfficialRecords Book 3630,Page 1972)
All thatportionof the South 1/2of theNorthwest 1/4of Section7,Township 24 South,Range 27
East,intheCounty of Orange, StateofFlorida,describedasfollows:
Commencing at a point on the Northerlylineof the Southwest 1/4 of the Northwest 1/4 of said
Section7,distantthereonNorth 89 deg.50'33" East 572.50 feetfrom theNorthwest cornerof said
Southwest 1/4of theNorthwest 1/4;thenceSouth 00 deg. 10'00" West 1078.71 feet;thence South
89 deg.44'00" East 849.88 feet;thenceSouth 22 deg. 58'52" East 44.54 feet;thenceNorth 67 deg.01'08" East 15.00feettotheTRUE POINT OF BEGINNING; thenceEasta distanceof 104.19feet;thence South a distanceof 35.00 feet;thence West a distanceof 89.35 feetto a linewhich bears
South 22 deg. 58'52" East from theTRUE POINT OF BEGINNING; thence along saidline,North
22 deg.58'52" West 38.02 feettotheTRUE POINT OF BEGINNING.
EXCEPTING from thepropertydescribedabove,theEasterly40.00 feetthereof.
LESS AND EXCEPT:
Parcel148 (OfficialRecords Book 3630,Page 1972)
The Easterly40.00 feetof allthatportionof the South 1/2 of the Northwest 1/4 of Section7,
Township 24 South,Range 27 East,intheCounty,ofOrange, StateofFlorida,describedasfollows:
Commencing at a point on the Northerlylineof the Southwest 1/4 of the Northwest 1/4 of said
Section7,distantthereonNorth 89 deg.50'33" East 572.50 feetfrom theNorthwest cornerof saidSouthwest 1/4of theNorthwest 1/4;thenceSouth 00 deg. 10'00" West 1078.71 feet;thence South89 deg.44'00" East 849.88 feet;thenceSouth 22 deg.58'52" East 44.54 feet;thenceNorth 67 deg.01'08" East 15.00feettothe TRUE POINT OF BEGINNING; thenceEasta distanceof 104.19feet;thence South a distanceof 35.00 feet;thence West a distanceof 89.35 feetto a linewhich bears
(29845327;2} 4
South 22 deg.58'52" East from the TRUE POINT OF BEGINNING; thencealong saidline,North
22 deg.58'52" West 38.02 feettotheTRUE POINT OF BEGINNING.
THE ABOVE DESCRIBED TRACT OF LAND LIES IN ORANGE COUNTY, FLORIDA.
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EXHIBIT "B"
("Articlesof Incorporation")
[SeeNext Page]
(29845327;2)
Apartttlent of 181,
I certify the attached is a trus and correct copy of the Articles ofIncorporation of WATERLEIGH MASTER COMMUNITY ASSOCIATION, INC., a Florida a
corporation, filed on December 18, 2014, as shown by the records of thisoffice.
I further certify the document was.electronically received under FAX auditnumber 814000292097. This certificate is issued in accordance withsection 15.16, Florida Statutes, and authenticated by the code noted below
The document number of this corporation is N14000011521.
Authentication Code: 014A00026906-121914-N14000011521-1/1
0
o
Given under my hand and theGreat Seal of the State of Florida, Cat Tallahassee, the Capita), this theNineteenth day of December, 2014 C
MMMMMMMMMMMMMMMMMMMMMM
(((H14000292097 3)))
ARTICLES OF INCORPORATION
OF
WATERLEIGH MASTER COMMUNITY ASSOCIATION, INC.,A FLORIDA NOT FOR PROFIT CORPORATION
ARTICLE I
NAME
The name of thiscorporationshallbe THE WATERLEIGH MASTER COMMUNITY
ASSOCIATION, INC. (the"Master Association").
ARTICLE II
DURATION
Existenceof theMaster Associationshallcommence with thefilingof theseArticlesof
Incorporation("Articles")with theFloridaDepartment of StateDivisionof Corporation.TheMasterAssociationshallhave perpetualexistence.
ARTICLE III
PURPOSE AND POWERS OF THE MASTER ASSOCIATION
The Master Associationis organizedfor the purpose of enforcing,and fulfillingthe
objectivesand purposes statedin,thatcertainMaster Declarationof Covenants,Conditions,Easements and Restrictionsfor WaterleighDevelopment (the"Master Declaration"),to berecordedin the Public Records of Orange County, Florida.Capitalizedterms used above orhereinwithoutdefinitionshallhave the same meanings given or ascribedto such terms in the
Governing Documents. The Master Associationshallhave allthe powers of a not forprofitcorporationorganizedunder Chapter617 oftheFloridaStatutes,subject,however, onlyto suchlimitationsupon the exerciseof such powers as are expresslyset forthin the GoverningDocuments or the Master AssociationAct. The Master Associationshallhave the power and
obligationto do any and alllawfulthingswhich may be authorized,assigned,required,or
permittedto be done by the Governing Documents, including,but not limitedto: (i)the
ownershipand maintenanceof allMaster Common Property,includingtheMaster SurfaceWater
Management System and ConservationAreas;(ii)thelevyand collectionofAssessmentsagainstMembers of theMaster Association;and (iii)to do and perfonn any and allactswhich may be
necessaryorproperfor,orincidentalto,theexerciseof any ofthedutiesorpowers oftheMasterAssociationas specifiedinthe Governing Documents and/orunder theAssociationAct.Unlessotherwisespecificallyprohibited,any and allfunctions,dutiesand powers of the MasterAssociationshallbe fullytransferablein whole or in part.Any instrumentaffectingsuch atransfershallspecifythe durationthereofand the means of revocation,ifany. The MasterAssociationis not formed for pecuniary profitand the Master Associationshallnot paydividends,and no partof any income or assetsof theMaster Associationshallbe distributedtoitsMembers, Directorsor Officersas thatterm is defined in the Bylaws of the MasterAssociation.
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ARTICLE IV
PRINCIPAL OFFICE
The initialprincipalplaceof businessand mailingaddressof the Master Associationislocatedatc/oD. R. Horton,Inc.,6200 Lee VistaBoulevard,Suite400,Orlando,Florida32822,
ARTICLE V
REGISTERED OFFICE AND AGENT
D. R. Horton,Inc.,whose addressisc/oGina Treadway, 6200 Lee VistaBoulevard,Suite
400, Orlando, Florida32822, is hereby appointedthe initialregisteredagent of the MasterAssociationand theregisteredofficeshallbe atsaidaddress.
ARTICLE VI
MEMBERSHIP
Every person or entitywhich qualifiesas a Member of the Master Associationinaccordancewith theMaster Declarationshallbe a Member oftheMaster Association,and such
membership shallcarryallrights,restrictions,benefits,interestsand limitationsgrantedpursuanttotheMaster Declaration,theseArticlesofIncorporation,theBylaws oftheMaster Association,any Rules and Regulationspromulgated by the Association,the FloridaNot For Profit
CorporationAct andtheprovisionsoftheAssociationAct.
ARTICLE VII
VOTING RIGHTS
7.1 A Member's rightto voteinMaster Associationmattersshallvestas setforthintheMaster Declaration.Allvotingrightsofa Member shallbe exercisedinaccordancewith and
subject to the terms, conditions,restrictions,and limitationsprovided in the GoverningDocuments.
7.2 Unlesselsewherespecificallyprovidedto thecontraryintheMaster Declaration,theseArticles,ortheBylaws, any provisionof theGoverning Documents which requiresthevoteor approvalof a majorityorotherspecifiedfractionorpercentageof thetotalvotinginterestsoftheMaster Association,shallbe deemed satisfiedby eitherofthefollowing:
A. The voteinpersonor by proxy of themajorityor otherspecifiedfractionorpercentageofthetotalvotinginterestsoftheMaster Associationata meetingdulycalledandnoticedpursuanttotheprovisionsof theBylaws dealingwith annualor specialmeetingsof theMembers oftheMasterAssociation.
B. Written consentssigned by the majorityor otherspecifiedfractionor
percentageofthetotalvotinginterestsoftheMaster Association.
7.3 Except as provided otherwisein the Master Declaration,theseArticles,or the
Bylaws, a quorum atmeetingsshallconsistof thirtypercent(30%) ofthetotalvotinginterestsinthe Master Association,whether representedin person or by proxy. Subjectto any contraryprovisionor requirementcontainedin the Master Declarationor the Bylaws, ifa quorum is
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present,the affirmativevote of a majorityof votinginterestsrepresentedat a meeting andentitledto vote on the subjectmatter shallconstitutethe actsof the Members, except when
approvalby a greatervoteisrequiredby the Governing Documents orby Floridalaw.When a
specifieditem of businessisrequiredto be votedupon by a particularclassof Members, onlya
majorityof the voting interestsof such classof Members shallconstitutea quorum forthetransactionof such item of business by that class,unlessprovided to the contraryin the
Governing Documents or otherwise requiredby Florida law. After a quorum has beenestablishedata meeting,thesubsequentwithdrawalof a Member so asto reducethenumber ofvotesatthemeeting below thenumber requiredfora quorum shallnotaffectthevalidityof anyactiontakenatthemeetingorany adjournmentthereof.
ARTICLE VIII
BOARD OF DIRECTORS
The affairsof the Master Associationshallbe managed by the Board, who shallbe
appointedor electedpursuanttotheprovisionsof theMaster Declarationand theBylaws oftheMasterAssociation.The number of DirectorsconstitutingtheinitialBoard shallbe three(3).Thenames and addressesof thepersonswho areto actin the capacityof initialDirectorsuntiltheelectionand qualificationoftheirsuccessorsare:
Name Address
Gina Treadway D. R. Horton,Inc.
6200 Lee VistaBoulevard,Suite400
Orlando,Florida32822
Broc Althafer D. R. Horton,Inc.
6200 Lee VistaBoulevard,Suite400
Orlando,Florida32822
Adam Schott D. R. Horton,Inc.
6200 Lee VistaBoulevard,Suite400
Orlando,Florida32822
ARTICLE IX
OFFICERS
The affairsoftheMaster Associationshallbe administeredby theOfficersdesignatedintheMaster Declarationand theBylaws. UntilTurnover,the Officersshallbe appointedby theDeclarantand shallserveatthepleasureoftheDeclarant;provided,however, thatifatany timeDeclarantisnotpermittedunder Floridalaw to appointsuch Officers,thenDeclarantshallhavetherightto electallsuch Officers.Commencing withtheTurnovermeeting,theOfficersshallbe
appointedby the Board, and they shallserve at the pleasureof the Board. The names andaddressesofthepersonswho areto actinthecapacityof Officersuntiltheappointment/electionand qualificationoftheirsuccessorsare:
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Gina Treadway/President D. R. Horton,Inc.
6200 Lee VistaBoulevard,Suite400
Orlando,Florida32822
Broc Althafer/VicePresident D. R. Horton,Inc.
6200 Lee VistaBoulevard,Suite400
Orlando,Florida32822
Adam Schott/Secretary&Treasurer D. R. Horton,Inc.
6200 Lee VistaBoulevard,Suite400
Orlando,Florida32822
ARTICLE X
AMENDMENT
These Articlesmay be changed,amended ormodifiedatany time and from timetotime,by theMembers oftheMaster Associationas and totheextentprovidedin,and pursuantto the
proceduresassetforthintheMaster Declaration.
ARTICLE XI
INDEMNIFICATION
11.1 Every Directorand every OfficeroftheMaster Associationshallbe indemnifiedby the Master Associationagainstallexpenses and liabilities,includingattorneys'and otherprofessionals'fees,reasonablyincurredby or imposed upon him in connectionwith anyproceeding whether civil,criminal,administrativeor investigative,or any settlementof anyproceeding,orany appealfrom such proceedingtowhich he may be a partyor inwhich he maybecome involvedby reason of his being or having been a Directoror Officerof the MasterAssociation,orhaving servedattheMaster Association'srequestas a directoror officerof anyothercorporation,whether or not he so servestheMaster Associationatthetime such expensesareincurred,regardlessofby whom theproceedingisbrought,exceptinrelationtomattersastowhich any such Directoror Officershallbe adjudged liablefor grossnegligenceor willfulmisconduct,providedthatintheeventofa settlement,theindemnificationshallapplyonlywhentheBoard of theMaster Associationapprovessuch settlementand reimbursement as being forthe bestinterestof the Master Association.The foregoingrightof indemnificationshallbe inadditiontoand notexclusiveofallotherrightstowhich suchDirectororOfficermay be entitled.
11.2 Expenses incurredin defending a suitor proceeding whether civil,criminal,administrativeor investigativemay be paid by theMaster Associationin advance of the finaldispositionof such action,suitor proceedingifauthorizedby a majorityof theDirectorsuponreceiptof an undertakingby or on behalfoftheDirectoror Officerof theMaster Associationtorepay such amount ifitshallultimatelybe determinedthathe isnot to be indemnifiedby theMaster Associationasauthorizedby theGoverningDocuments.
11.3 The Master Associationshallhave the power to purchase at itsexpense andmaintaininsuranceon behalfof any person who isor was a Directoror Officerof the MasterAssociation,orisorwas servingattherequestoftheMaster Associationas a directoror officer
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ofanothercorporation,againstany liabilityassertedagainsthim and incurredby him inany such
capacity,or arisingoutof hisstatusas such,whether ornottheMaster Associationwould have
the power to indemnify him againstsuch liabilityunder the provisionsof the GoverningDocuments.
ARTICLE XII
BYLAWS
The firstBylaws oftheMaster Associationshallbe adoptedby theDeclarantand may be altered,amended orrescindedinthemanner providedintheBylaws oftheMaster Association.
ARTICLE XIII
NON-STOCK CORPORATION
The Master Associationisorganizedon a non-stockbasisand shallnot issuesharesof
stockevidencingmembership intheMasterAssociation;provided,however, thatmembership in
theMaster Associationmay be evidencedby a certificateofmembership which shallcontaina
statementthattheMaster Associationisa corporationnotforprofit.
ARTICLE XIV
INCORPORATOR
The name and addressoftheIncorporatorofthiscorporationisasfollows;
Name Address
RobertM. Poppell 420 SouthOrange Avenue, Suite1200
Orlando,Florida32801
IN W NESS WHEREOF, the und signedtheseArtic1 this/d y of
Robert M. Poppell
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(((H14000292097 3)))
CERTIFICATE DESIGNATING REGISTERED AGENT
FOR SERVICE OF PROCESS
Pursuanttotheprovisionsof Chapters48 and 617 of theFloridaStatutes,thecorporationidentifiedbelow hereby submits the followingCertificateDesignatingRegisteredAgent for
Serviceof Process("Certificate")in designationoftheregisteredofficeand registeredagentin
theStateofFlorida.
The WaterleighMaster Community Association,Inc.,desiringto organizeas a not for
profitcorporationunder thelaws of the StateofFlorida,with itsregisteredofficeat 6200 Lee
VistaBoulevard,Suite400,Orlando,Florida32822,hasnamed D. R. Horton,Inc.,locatedatthe
above-registeredoffice,asitsregisteredagenttoacceptserviceofprocesswithinthisstate.
ACKNOWLEDGMENT:
Having been named as registeredagentforthe above-statedcorporationat the place
designatedin thisCertificate,I hereby aclaxowledgethatI am familiarwith theobligationsof a
registeredagentunder thelaws of the Stateof Florida,acceptto actasregisteredagentforthe
above-statedcorporation,and agreeto comply withtheprovisionsof alllaws applicableto the
performanceofsuch office.
D. R. HORTON, INC., a Delaware corporation
By:
PrintName: 44 .?'O
Title: ICe CS/
Dated: 4 ff 6/ ,20 .
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EXHIBIT "C"
("Bylaws")
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{29845327;2)
BYLAWS
OF
WATERLEIGH MASTER COMMUNITY ASSOCIATION, INC.,A FLORIDA NOT FOR PROFIT CORPORATION
1. Definitions.Unless otherwiseindicatedtothe contrary,allcapitalizedtermsusedabove or hereinwithout definitionshallhave the meaning given such term in the Master
Declarationof Covenants,Conditions,Easements and RestrictionsforWaterleighDevelopment("Master Declaration")or the Articlesof Incorporationof Waterleigh Master CommunityAssociation,Inc.("Articlesof Incorporation"). For ease of reference,WaterleighMaster
Community Association,Inc.shallhereinafterbe referredtoasthe "Master Association."
2. Members.
2.1 Annual Members Meetings.The amlual meeting of the Members of thisMaster Associationshallbe heldatsuchplace,atsuchtime and on suchdateeachyearasisfromtime to time designatedby theBoard. Failuretohold an annual meetingtimelyshallinno wayaffectthetermsof OfficersorDirectorsorthevalidityof actionsoftheDirectors,theOfficersortheMaster Association.
2.2 SpecialMembers' Meetings.
(a) SpecialmeetingsoftheMembers may be calledby any one of the
followingpersonsorgroups:
(1) The President;
(2) A majorityoftheBoard;
(3) Prior to Turnover, Members representingat leastfiftypercent(50%) oftotalvotinginterestsoftheMasterAssociation;
(4) AfterTurnover,Members representingatleastten percent(10%) oftotalvotinginterestsoftheMasterAssociation;or
(5) The Declarant,so long as Declaranthas therightto electaDirectorpursuanttoSection720.307oftheFloridaStatutes.
2.3 Notice ofMeetings.The MasterAssociationshallgiveall"Parcel"(asthatterm isdefinedin the AssociationAct) Owners and Members actualnoticeof allmembershipmeetings,which shallbe mailed,delivered,or electronicallytransmittednot lessthan 10 dayspriorto the meeting.Evidence of compliance with this10-day noticeshallbe made by anaffidavitexecutedby thepersonprovidingthenoticeand filedupon executionamong theofficialrecords of the Master Association.In additionto mailing, delivering,or electronicallytransmittingthe noticeof any meeting,theMaster Associationmay, by reasonableRules and
Regulations,adopta procedureforconspicuouslypostingand repeatedlybroadcastingthenoticeand the agenda on a closed-circuitcabletelevisionsystem servingthe Community. Whenbroadcastnoticeisprovided,thenoticeand agenda must be broadcastin a manner and fora
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sufficientcontinuouslengthof time so as to allowan averagereaderto observethe noticeandreadand comprehend theentirecontentofthenoticeand theagenda.
2.4 Waivers ofNotice.Notice of a meeting of Members need not be givento
any Member who signsa waiver of notice,in person or by proxy, eitherbeforeor afterthe
meeting.Neitherthe affairstransactednor thepurpose of the meeting need be specifiedin thewaiver.Attendance of a Member ata meeting,eitherinpersonorby proxy,constituteswaiverofnoticeand waiver of any and allobjectionstotheplaceoftheMeeting,thetimeoftheMeeting,or themanner in which ithas been calledor convened,unlessthe Member attendsa meetingsolelyfor the purpose of stating,at the beginning of the Meeting, any such objectionor
objectionstothetransactionofaffairs.
2.5 Rightto Speak.Members and ParcelOwners have therightto attendall
membership meetings and to speak at any meeting with referenceto allitems opened fordiscussionor includedon the agenda.A Member and a ParcelOwner shallhave therightto
speakforatleast3 minutes on any item;provided,however, thatthe Master AssociationmayadoptwrittenRules and Regulationsgoverningthe frequency,duration,and othermanner ofMember and ParcelOwner statements,which Rules and Regulationsmay includea sign-upsheetforMembers wishingtospeak.
2.6 Order ofBusiness.The orderofbusinessatannualmeetings,and asfaras
practicableatallothermeetings,shallbe:
(a) Callingoftherolland certifyingofproxies.
(b) Proofofnoticeofmeetingorwaiversofnotice.
(c) Reading and disposalofany unapproved minutes.
(d) ReportsofOfficers.
(e) Reportsofcommittees(includingtheARB).
(f) Appointment/electionofDirectors(asapplicable).
(g) Unfinishedbusiness.
(h) New business.
(i) Adjoununent.
2.7 Electionof Directors.Afterthe Turnover:(a)votingby secretballotbyMembers who arenot in attendanceata meeting of the Members forthe electionof Directorsshallnotbe permitted;(b)candidatestotheBoard may be nominated in advanceofthemeetingatwhich thesubjectDirectoristobe elected;and (c)Directorsmust be electedby a pluralityofthevotescastby eligiblevoters.
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3. Board.
3.1 Meetings.A meeting oftheBoard occurswhenever a quorum oftheBoard
gathersto conductMaster Associationbusiness.All meetingsof theBoard shallbe open to the
Members, exceptformeetings between the Board and itsattorneywith respectto proposed or
pending litigationwhere the contentsof the discussionwould otherwisebe governed by the
attorney-clientprivilege.Members have therighttoattendallmeetingsoftheBoard.The rightto
attendsuch meetingsincludestherighttospeakatsuchmeetingswithreferencetoalldesignateditems.The Master Associationmay adoptwrittenreasonableRules and Regulationsexpandingthe rightof Members to speak and governing the frequency,duration,and othermanner of
Member statements,which Rules and Regulationsmay includea sign-upsheetforMembers
wishing to speak.Notwithstandingany otherlaw,meetingsbetween the Board or a committeeand theMaster Association'sattorneysto discussproposed or pending litigationor meetings oftheBoard heldforthepurposeof discussingpersonnelmattersarenotrequiredtobe open to theMembers otherthanDirectors.
3.2 Regular Meetings.Regular meetings of the Board shallbe held at least
quarterlywithoutnoticetoDirectorsatsuchplaceand hour asmay be fixedfrom timetotime byresolutionoftheBoard; provided,however, that(a)no such meeting shallbe scheduledon anyday thatis a legalholiday;and (b)so long as Declaranthas the rightto appointallof themembers of the Board, the Board isnot requiredto hold regularmeetings unlessotherwise
requiredby law.
3.3 SpecialMeetines.SpecialmeetingsoftheDirectorsmay be calledby thePresidentof theMaster Association,by any Director,or by the Declarantas long as Declaranthas therighttoelecta Directorpursuantto Section720.307(3)oftheFloridaStatutes.
3.4 Notice of Meetings.Notices of allBoard meetings must be posted in a
conspicuousplacein the Community at least48 hours in advance of a meeting,exceptin an
emergency. In thealternative,ifnoticeisnotpostedin a conspicuousplaceintheCommunity,noticeof each Board meeting must be mailed or deliveredto each Member atleast7 daysbeforethe meeting,exceptin an emergency.Notwithstandingthisgeneralnoticerequirement,iftherearemore than 100 Members, noticeforeach Board meetingmay be by means otherthanpostingor mailing,including,butnot limitedto,publicationof notice,provisionof a scheduleof Board
meetings,ortheconspicuouspostingand repeatedbroadcastingofthenoticeon a closed-circuitcabletelevisionsystem servingtheMaster Association.However, ifbroadcastnoticeisused inlieuof a noticepostedphysicallyin the Community, thenoticemust be broadcastatleastfourtimes every broadcasthour of each day thata posted noticeisotherwiserequiredhereunder.When broadcastnoticeisprovided,thenoticeand agenda must be broadcastina manner and fora sufficientcontinuouslengthoftime so astoallowan averagereaderto observethenoticeandread and comprehend the entirecontentof the noticeand the agenda. Notice by electronictransmissionin a manner authorizedby law for meetings of the Board, committee meetingsrequiringnoticeunder theAssociationAct,and Annual Member Meetings and SpecialMember
Meetings, is expresslypermitted;provided,however, a Member must consent in writingto
receivingnoticeby electronictransmission.
3.5 Waivers ofNotice.Notice of a meeting oftheBoard need notbe givento
any Directorwho signsa waiver of noticeeitherbeforeor afterthe meeting.Attendance of a
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Directorata meeting shallconstitutea waiverofnoticeof suchmeetingand a waiver of any and
allobjectionstotheplaceofthemeeting,thetime ofthemeeting,orthemarmer inwhich ithas
been calledor convened, except'when a Directorstates,at the beginning of the meeting or
promptly upon arrivalatthe meeting,any objectionto the transactionof businessbecausethe
meeting isnotlawfullycalledorconvened.
3.6 Telephone Participation.Members of theBoard may participateinBoard
meetings by means of a conferencetelephone,or similarcommunications equipment,by meansof which allpersons participatingin the meeting can hear each other at the same time.
Participationby suchmeans shallconstitutepresenceinpersonatsuchmeeting.
3.7 Quorum. A quorum atDirectorsmeetingsshallconsistof a majorityof allvotes of the entireBoard. The actsapproved by a majorityof those votes representedat a
meeting atwhich a quorum ispresentshallconstitutetheactoftheBoard,exceptwhere approvalby a greaternumber ofDirectorsisrequiredby theDeclaration,theArticlesofIncorporation,the
Bylaws, orunder Floridalaw.
3.8 Adjourned Meetings.A majorityoftheDirectorspresent,whether ornot a
quorum exists,may adjournany meeting oftheBoard to anothertime and place.Notice of anysuch adjournedmeeting shallbe givento theDirectorswho were not presentatthe time of the
adjournmentand,unlessthetime and placeof theadjournedmeeting areannounced atthetimeoftheadjournment,totheotherDirectors.
3.9 Assessments.An Assessment may notbe leviedata Board meetingunlessthenoticeofthemeeting includesa statementthatAssessmentswillbe consideredand thenatureof the Assessments.Written noticeof any meeting at which SpecialAssessments will beconsideredor at which amendments to Rules and RegulationsregardingLot use will beconsideredmust be mailed,delivered,or electronicallytransmittedtotheMembers and Ownersand postedconspicuouslywithinthe Community or broadcaston closed-circuitcabletelevisionnotlessthan14 daysbeforethemeeting.
3.10 Method ofVoting.Directorsmay notvoteby proxy or by secretballotatBoard meetings,exceptthatsecretballotsmay be usedintheelectionofOfficers.
3.11 Vacancy. Except with regardto any DirectorsthatDeclaranthas therightto appoint/elect,thevacanciesofwhich may onlybe filledby Declarant,any vacancy occurringon the Board shallbe filledby the Members in accordancewith the Declarationand these
Bylaws.
3.12 Board Petition.If20 percentofthetotalvotinginterestspetitiontheBoardto addressan item of business,theBoard shallatitsnext regularBoard meeting or ata specialmeeting of the Board, but not laterthan 60 days afterthe receiptof the petition,take the
petitioneditem up on an agenda. Each Member shallhave the rightto speak for at least3minutes on each matterplaced on the agenda by petition,providedthatthe Member signsthe
sign-upsheet,ifone isprovided,or submits a writtenrequestto speak priorto the Meeting.Other than addressingthepetitioneditem attheMeeting,theBoard isnot obligatedtotakeanyotheractionrequestedby thepetition.
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4. Officers.
4.1 General.The officersoftheMaster Association(the"Officers")shallbe a
President,who shallbe selectedfrom theBoard, a Vice President,a Treasurer,and a Secretary.Priorto Turnover,allOfficersshallbe appointed/electedby the Declarantand may only beremoved and replacedby Declarantpursuantto the termshereof.AfterTurnover,allOfficersshallbe electedannuallyby theBoard ofDirectorsand each Officermay be removed by voteofthe Directorsatany meeting with orwithoutcause.AfterTurnover,no Member or Owner mayserveas an Officerifsuch Member orOwner isdelinquentor deficitmore thanninety(90)dayswith regardto payment of Assessments.Any person may hold two or more officesexceptthatthePresidentshallnot alsobe theVice Presidentor the Secretary.The Board shallfrom time totime electsuch otherOfficersand designatetheirpowers and dutiesas the Board shallfind
necessaryor convenienttomanage properlytheaffairsoftheMaster Association.Officersshallserve without compensation or fees;provided,however, nothing herein shallbe deemed to
preventreimbursementof out-of-pocketexpensesapprovedby theBoard and incurredon behalfoftheMaster Association.
4.2 President.The "President"shallbe the chiefexecutiveofficerof theMaster Association.He shallhave allof thepowers and dutieswhich areusuallyvestedin theofficeof a presidentof a Floridanot for profitcorporationand a "Homeowners' MasterAssociation"(asthatterm isdefinedintheAssociationAct).He shallserveas chairman of allBoard and Members' meetings.
4.3 Vice President.The "VicePresident"shall,intheabsenceor disabilityofthe President,exercisethe powers and perform the dutiesof the President.He shallalso
generallyassistthePresidentand exercisesuch otherpowers and perform such otherdutiesasshallbe prescribedfrom timetotimeby theBoard orthePresident.
4.4 Secretary.The "Secretary"shallkeep the minutes of allproceedingsofthe Directorsand the Members. He shallattendto the givingand servingof allnoticesto theMembers and Directorsand othernoticesrequiredby law.He shallkeep the officialrecordsoftheMaster Association,exceptthoseof or tobe maintainedor kept by the Treasurer,and shall
perform all other dutiesincidentto the officeof a secretaryof a Floridanot for profitcorporation,to theofficeof a secretaryof a Homeowners' Master Association,and as may be
requiredby theDirectorsorthePresident.From time totime,thedutiesof theSecretarymay befulfilledby a manager ormanagement company employed by theMasterAssociation.
4.5 Treasurer.The "Treasurer"shallhave custodyof allfunds,securities,andevidencesof indebtednessregardingor concerningthe Master Association.He shallkeep thebooks of theMasterAssociationinaccordancewith good accountingpractices,and shallperformallotherdutiesincidentto the officeof a treasurerof a Floridanot forprofitcorporationand aHomeowners' MasterAssociation.From timetotime,thedutiesoftheTreasurermay be fulfilled
by a manager ormanagement company employed by theMasterAssociation.
4.6 Removal. Any Officerchargedby informationor indictmentwith a felonytheftor embezzlement offense involvingthe Master Association'sfunds or property shallimmediate be deemed removed from office.As applicable,Directoror the Board shallfillthe
vacancy accordingto the provisionof thisDeclarationuntilthe end .of the period of the
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suspensionor the end of the Officer'sterm of office,whichever occursfirst.However, ifthe
chargesareresolvedwithouta findingof guiltorwithoutacceptanceof a pleaof guiltyor nolo
contendere,the Officershallbe reinstatedfor any remainder of his or her term of office.AMember who has such criminalchargespendingmay notbe appointedorelectedtoa positionasan Officer.
5. OfficialRecords.
5.1 Section720.303(4)of theAssociationAct definesthe "officialrecords"of the Master Association.The officialrecordsshallbe made availableto a ParcelOwner for
inspectionwithinten (10)businessdays afterreceiptby the Board or itsdesigneeof a written
request.This subsectionmay be complied with by havinga copy of theofficialrecordsavailableforinspectionor copying in the Community or,atthe option of the Master Association,bymaking therecordsavailabletoa ParcelOwner electronicallyviatheInternetorby allowingtherecordsto be viewed inelectronicformat on a computer screenand printedupon request.IftheMaster Associationhas a photocopy machine availablewhere therecordsaremaintained,itmust
provide Parcel Owners with copies on requestduringthe inspectionifthe entirerequestislimitedto no more than 25 pages.A Master Associationshallallow a Member or his or herauthorizedrepresentativeto use a portabledevice,includinga smartphone,tablet,portablescanner,or any other teelmology capable of scanning or taking photographs,to make anelectroniccopy of theofficialrecordsin lieuoftheMaster Association'sprovidingtheMemberorhisor her authorizedrepresentativewith a copy ofsuch records.The MasterAssociationmaynot charge a fee to a Member or his or her authorizedrepresentativeforthe use of a portabledevice.From time totime,theMaster Associationmay adoptreasonableRules and Regulationsgoverningthe Requency, time,location,notice,officialrecordsto be inspected,and manner of
inspectionsby ParcelOwners, but may not requirea ParcelOwner to demonstrateany properpurpose fortheinspection,stateany reasonfortheinspection,or limita ParcelOwner's rightto
inspectrecordsto lessthanone 8-hour businessday per month. From time to time,theMasterAssociationmay impose feesto cover the costsof providing copiesof the officialrecords,includingthe costsof copying and the costsrequiredfor personnelto retrieveand copy therecordsifthe time spentretrievingand copying therecordsexceeds one-halfhour and ifthepersonnelcostsdo not exceed $20 per hour.Personnelcostsmay not be charged forrecords
requeststhatresultinthecopying of 25 or fewerpages.The Master Associationmay chargeupto 25 centsper page forcopiesmade on the Master Association'sphotocopier.Ifthe MasterAssociationdoes not have a photocopy machine availablewhere the recordsarekept,or iftherecordsrequestedto be copied exceed 25 pages in length,the Master Associationmay havecopiesmade by an outsideduplicatingserviceand may charge the actualcostof copying,as
supportedby thevendor invoice.The Master Associationshallmaintainan adequatenumber of
copies of the recorded Governing Documents, to ensure theiravailabilityto Members and
prospectiveMembers. Notwithstandingthe foregoing,the followingofficialrecordsare notaccessibleto Members orParcelOwners:
(a) Any recordprotectedby thelawyer-clientprivilegeas describedinSection90.502 of theFloridaStatutesand any recordprotectedby thework-productprivilege,including,but not limitedto,a recordpreparedby a Master Associationattorneyor preparedatthe attorney'sexpress directionwhich reflectsa mental impression,conclusion,litigationstrategy,or legaltheoryof the attorneyor the Master Associationand which was preparedexclusivelyforcivilor criminallitigationorforadversarialadministrativeproceedingsor which
(29146407;2) 6
was prepared in anticipationof such litigationor proceedingsuntilthe conclusionof the
litigationorproceedings.
(b) Informationobtainedby a Master Associationin connectionwiththeapprovalofthelease,sale,orothertransferofa Lot,Unit,orparcelwithintheCommunity.
(c) PersonnelrecordsofMaster Associationor management companyemployees,including,but notlimitedto,disciplinary,payroll,health,and insurancerecords.For
purposes of this subparagraph,the term "personnel records" does not include written
employment agreements with a Master Associationor management company employee or
budgetaryor financialrecordsthatindicatethe compensationpaid to a Master Associationor
management company employee.
(d) MedicalrecordsofParcelOwners orCommunity residents.
(e) Social securitynumbers, driver license numbers, creditcard
numbers, electronicmailing addresses,telephonenumbers, facsimilenumbers, emergencycontactinformation,any addressesfor a ParcelOwner other than as provided forMasterAssociationnoticerequirements,and otherpersonalidentifyinginformationof any person,excludingthe person'sname, Lot, Unit,or parceldesignation,mailing address,and propertyaddressof the Lot, Unit,or parcel.Notwithstandingthe restrictionsin thissubparagraph,theMaster Associationmay printand distributetoParcelOwners a directorycontainingthename,parceladdress,and telephonenumber of each ParcelOwner. However, a ParcelOwner mayexcludehisorher telephonenumber from thedirectoryby so requestinginwritingtotheMasterAssociation.The Master Associationis not liablefor the disclosureof informationthatis
protectedunder thissubparagraphifthe informationis includedin an officialrecordof theMaster Associationand is voluntarilyprovidedby a ParcelOwner and not requestedby theMasterAssociation.
(f) Any electronicsecuritymeasure that is used by the MasterAssociationtosafeguardorprotectdata,includingpasswords.
(g) The softwareand operatingsystem used by theMaster Associationwhich allows the manipulationof data,even ifthe ParcelOwner owns a copy of the samesoftwareused by the Master Association.The dataispartof the officialrecordsof theMasterAssociation.
(h) The Master Associationor itsauthorizedagent isnot requiredto
provide any prospectivepurchaser,lienholder,Member, Owner, or Parcel Owner, withinformationabouttheresidentialsubdivision,Community, ortheMaster Associationotherthaninformationor documents requiredby Chapter720 oftheFloridaStatutestobe made availableor disclosed.The Master Associationor itsauthorizedagentmay charge a reasonablefeetothe
prospectivepurchaser,lienholder,Member, Owner, or Parcel Owner, or the currentParcelOwner orMember forprovidinggood faithresponsestorequestsforinformationby oron behalfof a prospectivepurchaser,lienholder,Member, Owner, or Parcel Owner, otherthan that
requiredby law,ifthe fee does not exceed $150 plusthereasonablecostof photocopyingand
any attorneyfeesincurredby theMasterAssociationincomlectionwiththeresponse.
(29146407;2)
6. ParliamentaryRules.Roberts'Rules of Order (latestedition)shallgovern the
conductof allMaster Associationmeetings,when not inconflictwith the GoverningDocuments
ortheAssociationAct.
7. Amendment. These Bylaws may be changed,amended or modifiedatany time
and from timetotime,by theMembers ortheDeclarant,inthe same manner astheMembers or
Declarantmay change,amend, ormodify theDeclaration,as setforthintheDeclaration.
8. Pronouns.Whenever thecontextpermits,thesingularshallincludethepluraland
one gender shallincludeall.
These Bylaws duly adoptedby theBoard on this day of as f,20 .
BOARD:
-dina Treadwa &
Broc er
Adam chott
(29146407;2) 8
EXHIBIT "D"
Master Common Area Tracts
Tract Ownership Maintenance
Responsibility
P-1 Master Association Master Association
Pursuant to ArticleIV, Section 11, Declarant hereby designatesthe above described
Master Common Area Tract,and the interestsof theMaster Associationin allimprovements and
otherpersonal propertyconstructedor placed thereon,as ResidentialMaster Common Area, the
access and/or use rightsto which shallaccrue only to the benefitof Owners of Residential
Parcels,and theirtenants,guestsand other inviteesconsistentwith the Governing Documents
and the Rules and Regulations.
{29845327:2}
EXHIBIT "E"
Waterleigh Planned Development /Land Use Plan
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(29845327;2}
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