PROSPECTUS
Kanaya, a Mixed-Use Condominium
The Condominium Units offered for sale pursuant to this Prospectus comprise the Condominium to be known as Kanaya, a Mixed-Use Condominium (the “Condominium”) located in the City of Sarasota, Sarasota County, Florida.
1. General Description
1.1 Definitions.
When the term “Declaration” is used, it refers to the Declaration of
Condominium of Kanaya, a Mixed-Use Condominium (the "Declaration"), a copy of which is attached as Exhibit 1 to this Prospectus. All other capitalized terms used shall have the meanings ascribed to them in the Declaration.
1.2 Description of Condominium Property.
The land on which the Condominium will be constructed is an approximately .716± acre tract in the City of Sarasota, Florida, which is zoned Commercial-Central Business District (C-CBD). The Condominium is a mixed-use condominium which will be developed as a non-phase condominium consistent with the C-CBD zone district regulations and the approved site plan with conditions for approval as set forth within the adopting City of Sarasota approval of Site Plan Application No. 03-SP-09, a copy of which is attached hereto as Exhibit 12 to this Prospectus. The Declaration provides for a single building (“Building”) to contain a maximum of thirty-five (35) Residential Condominium Units (“Residential Units”) and two (2) Commercial Condominium Units (“Commercial Units”).
At present the Developer anticipates that the Building and the Residential Units and Commercial Units will be developed as follows:
A single Building will be twelve (12) residential stories over three (3) levels of enclosed
parking containing thirty-five (35) Residential Units, with each living level having the number of Residential Units per floor as shown in the chart below. The Building will contain also at the ground level and portion of second level approximately 4,460 square feet of retail space containing two (2) Commercial Units with a separate entrance from the residential entrance. Use ofan access code or a garage door openeris required to access the secure garage for parking. Parking for eighty-five(85) vehicles is provided with thirty -one (31)parking spaces within the ground level and lower groundlevelgarage, including three (3)handicapped spaces, twenty-four (24) parking spaces within upperLevel 1 garage, and the remaining thirty (30) parking spaces within Level 2 of the garage. One (1) off-street loading space for collective use between and by the Residential Units and the Commercial Units is provided.
The Commercial Units consist of the following approximately 4,460 square feet area (air conditioned and non-air conditioned stairway) for commercial uses as follows:
Ground Level
Within this ground level portion of the Building, the approximately 2,110 square feet
area for commercial uses is one (1) Condominium Unit identified by the combination
of “C” and arabic number as follows:
(i) C1 comprises approximately1,800 square feet of air conditioned area
with air conditioning/heating system to be installed by Unit Owner.
Level 2
Within the proposed second story portion of the commercial space, there is
approximately 2,350 square feet (air conditioned and non-air conditionedstairway) for one (1) Condominium Unit identified by the combination of “C” andarabic number as follows:
(i) C2 comprises approximately2,000square feet of air conditioned
area, with air conditioning/heating system to be installed by UnitOwner.
The land upon which the Condominium is located is legally described on Exhibit A to the
Declaration. The Survey, Graphic Description & Plot Plan identifying the Residential Units andCommercial Units is located on Exhibit B to the Declaration. Exhibit 1 to this Prospectus identifiesthe different Residential Unit types, the number of bathrooms and bedrooms for each ResidentialUnit types and includes the floor plans for the Residential Unit types and Commercial Unit types.The floor plans depicted in Exhibit 1.B to this Prospectus are the standard floor plans and, subjectto prior approval of the Developer, each individual Purchaser may request to have the floor plansto a limited extent customized to reflect a different design, based on the Purchaser's individualneeds or desires. The estimated latest date of completion of constructing, finishing and equipping
the Condominium Property is February 5, 2007.
The Common Elements will include those areas of the Building not comprising a Unit and thoseareas outside the Building, some of which may constitute Limited Common Elements (LCE), asshown on Exhibit B to the Declaration. Developer reserves the exclusive right to assign to theResidential Unit Owners by assignment two (2) parking spaces within the garage which parkingspaces shall be deemed a Limited Common Element appurtenant to that Residential Unit.
Developer further reserves the exclusive right to assign to the Commercial Units
fifteen (15)garage parking spaces on Level 1 the ground levelssolely for the Commercial Units.
Each Residential Unit in the Building also has as a Limited Common Element appurtenant theretoone or more private terraces as located on Exhibit B to the Declaration. On the Roof Level,
individual garden plots are available for the exclusive use of the Residential Units Owners, whichwill be hydroponic and vertical in nature with a floor space of no more than four (4) squarefeet. Assignment by Developer respecting garage parking spaces shall be in writing but shall notbe recorded in the public records.
1.3 Maximum Number of Units to Use Facilities Constructed by the Developer.
Pursuant to the provisions of the Declaration, a maximum of thirty-five (35) Residential Units and
two (2) Commercial Units will use facilities constructed by the Developer that constitute the
Condominium Property of the Condominium.
1.4 Leasing of Units.
THE CONDOMINIUM IS BEING CREATED AND SOLD AS FEE SIMPLE INTERESTS.
(See the Purchase and Sale Agreement, Exhibit 6 to this Prospectus, for details.)
Fee simple title to each Residential Unit will be conveyed rather than merely being a leasehold
interest. The existing plan of Developer does not include a program of leasing Residential Units,
rather than selling them, or leasing Residential Units and selling them subject to such leases.
Nonetheless, the Developer is not prohibited from leasing Residential or Commercial Units. Should
economic or other conditions require, the Developer may offer to lease Units on a short-term basis
pending sale. If a Unit is leased, a prospective purchaser will be so advised prior to entering into
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a Purchase Agreement. There is no limitation on the number or identity of the Units that may be
leased.
THE UNITS MAY BE TRANSFERRED SUBJECT TO A LEASE.
(See Paragraph 22 of the Declaration for details.)
2. Recreational and Other Commonly Used Facilities.
2.1 Recreational and Other Commonly Used Facilities. The approximate location of the
recreational and other commonly used facilities intended to be constructed in the Condominium is
indicated on the Survey, Graphic Description, and Plot Plan contained herein as Exhibit B to the
Declaration and shall be located on the lands legally described in Exhibit A attached to the
Declaration. The recreational and commonly used facilities will be used only by Residential Unit
Owners of the Condominium and their guests and invitees, except as otherwise provided herein
or within the Declaration for use by Commercial Unit Owners and/or the general public.
2.2 The Level 3 Terrace and Pool Facilities. The following recreational and other
commonly used facilities, will be submitted to Condominium ownership as part of the Level 3
Terrace and Pool Facilities of the Condominium:
(i) A solar assisted gas electric heated swimming lap pool, approximately 60'
59' x 16' with bromine water purification system consisting of approximately
960 944 square feet of surface area averaging 4 feet in depth, with a
capacity of approximately nineteen (19) persons;
(ii) A solar assisted gas heated elevated spa, 10' x 10', consisting of
approximately 100 square feet of surface area with a capacity of
approximately ten (10) persons;
(iii) (ii) A Terrace deck surrounding the pool consisting of a minimum 1,530 square
feet having a capacity of approximately one hundred two (102) persons and
extending beyond the pool area for a minimum 1,824 square feet having a
capacity of approximately one hundred twenty one (121) persons; and
(iv) Landscaped planters area located in various locations upon/about the
Terrace;
(v) (iv) A labyrinth and an area for a free standing barbecue grill area;
(v) One (1) emergency generator room;
(vi) Two (2) equipment closets, one (1) emergency generator room, one (1)
trash and one (1) mechanical room and janitor room, four (4) elevators,
lobbies and corridors;
(vi) One (1) fire pump room.
(vii) A Social Room, 24' x 28', consisting of approximately 672 square feet,
inclusive of a fully equipped kitchen, having a capacity of forty-four (44)
persons;
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(viii) A Building Services Office, 15'8" x 7'10" consisting of approximately 105+
square feet having a capacity of approximately two (2) persons; and
(ix) A Gallery, 41'8" x 24', consisting of approximately 984+ square feet, with a
capacity of sixty-five (65) persons, with a JapaneseGarden and saltwater
aquarium.
The estimated latest date of completion of constructing, finishing and equipping the Level 3 Terrace
and Pool Facilities of the Condominium is January 2, 2006 February 5, 2007.
2.3 Outdoor Gardens Landscaped Facilities. The following recreational and other
commonly used facilities will be submitted to cCondominium ownership as part of the Outdoor
Gardens Landscaped Facilities of the Condominium:
(i) Two (2) outdoor garden landscaped areas with lush landscaping and
contemplatedive labyrinths, and one paths,. which consists of porous
pavers and concrete which are also These areas are available for public
use by the public as well as use by all Condominium Unit Owners.
The estimated latest date of completion of constructing, finishing and equipping the Outdoor
Gardens Landscaped of the Condominium is January 2, 2006 February 5, 2007.
2.4 Third Level Interior Common Areas and The FitnessCenter Facilities. The
following recreational and other commonly used facilities will be submitted to Condominium
ownership as part of the third level interior common areas Fitness Center Facilities of the
Condominium:
(i) A Pilates/Yoga fitness/exercise room, approximately 18' x 22', equipped
with Pilates equipment, a big flat screen TV, and instructional DVDs,
providing approximately 396 square feet and having a capacity of
approximately seven (7) persons;
(ii) A fitness/exercise room equipped with various types of traditional
cardiovascular exercise equipment providing approximately 360 square feet
and having a capacity of approximately seven (7) persons;
(iii) A barrier-free handicap accessible men’s restroom containing three (3)
lavatories and two (2) toilets and one (1) urinal of approximately 193 square
feet having a capacity of approximately twelve (12) persons;
(iv) A barrier-free handicap accessible women's restroom containing three (3)
lavatories and two (2) toilets of approximately 192 square feet having a
capacity of approximately twelve (12) persons;
(v) An infrared sauna shower room area approximately 120+ square feet
having a capacity of four (4) persons with an infrared sauna;
(vi) Two (2) One (1) equipment closets, one (1) two (2) trash and one (1)
two (2) mechanical rooms and janitor room, four (4) three (3) elevators
servicing the Residential Units, lobbies and corridors and one (1)
elevator, servicing the Commercial Area and third floor common areas;
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(vii) A Social Room, approximately 24 22' x 28 27', consisting of
approximately 672 590 square feet, inclusive of a fully equipped
kitchen equipped with one (1) refrigerator and dishwasher, having a
capacity of forty-four (44) persons;
(viii) A Building Services Office, approximately 15'8" x 7'10" consisting of
approximately 105 100 square feet having a capacity of approximately
two (2) persons; and
(ix) A Gallery, approximately 41'8" 40' x 24', consisting of approximately
984 960 square feet, with a capacity of sixty-five (65) persons, with a
Japanese Rock Garden, saltwater aquarium and furnishings to be
selected and installed by Developer.
The estimated latest date of completion of constructing, finishing and equipping the FitnessCenter
Facilities is January 2, 2006 February 5, 2007, except for the Gallery waterfall, Japanese Rock
Garden and bamboo decorations within the Gallery completion date is estimated to be
March 1, 2007.
2.5 Roof Level Facilities. The following recreational and other commonly used facilities
will be submitted to Condominium ownership as part of the Roof Level Facilities of the
Condominium:
(i) A Terrace, with landscaped planter, and individual garden plots for Unit
Owners’ use which will be hydroponic and vertical in nature with a floor
space of no more than four (4) square feet each with two (2) separate a
Pavilion Areas, consisting of approximately 560 square feet, each
containing a two (2) Summer Kitchens and consisting of approximately
4,734 square feet, which Terrace has a capacity of one hundred fifty seven
(157) persons;
(ii) A barrier-free handicap accessible mens restroom containing one (1)
lavatory and toilet of approximately 52 square feet having a capacity of
approximately two (2) persons;
(iii) A barrier-free handicap accessible women’s restroom containing one (1)
lavatory and toilet of approximately 52 square feet having a capacity of
approximately two (2) persons;
(iv) One (1) electric heated spa (hot tub) approximately 7' x 7' consisting
of approximately 49 square feet of surface area with a capacity of
approximately four to five (4-5) persons.
The estimated latest date of completion of constructing, finishing and equipping the Roof Level
Facilities is January 2, 2006 February 5, 2007, except for the Terrace hydroponic individual
garden plots completion date is estimated to be March 1, 2007.
2.6 Personal Property and Maintenance. The Developer will spend a minimum amount
of Five Thousand Dollars ($5,000.00) to supply items of miscellaneous pool and patio furniture and
the Developer will spend a minimum amount of Ten Thousand Dollars ($10,000) to provide
miscellaneous furniture and exercise equipment for the FitnessCenter and other personal property
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to the foregoing recreational facilities. The estimated latest date of completion of delivery is
March 1, 2007.
The Residential Unit Owners shall have an obligation to pay assessments to the Association for
the payment of expenses for maintenance, repair, replacement and insurance for such recreational
and other commonly used facilities constructed as Common Elements of the Condominium, based
on each Unit Owner's undivided percentage share in the Common Expenses as set forth in
Paragraph 11 of the Declaration. Each Residential and Commercial Unit Owner's undivided
percentage share in the Common Expenses is comuted based upon the ratio of the Unit’s gross
air conditioned floor area to the total gross air conditioned floor area of all other Units in the
Building. There is a lien right against each Unit to secure the payment of assessments or other
exactions coming due for the use, maintenance, upkeep or repair of the recreational or commonly
used facilities constructed as Common Elements of the Condominium. The Unit Owner's failure to
make these payments may result in foreclosure of the lien.
RECREATIONAL FACILITIES MAY BE EXPANDED OR ADDED WITHOUT CONSENT
OF UNIT OWNERS OR THE ASSOCIATION.
(See: Paragraph 4 of the Declaration for details).
3. Management
3.1 Manager. The management of the Association is the responsibility of the Board of
Directors provided for and empowered pursuant to the Declaration, and the Articles of Incorporation
and Bylaws of the Association. Agents, contractors and employees of the Board of Directors may
exercise such powers and duties of the Association as are properly permitted by said Board. The
Association may, but is not obligated to enter into a contract for the management of the Association
and for maintenance and operation of the Condominium Property, a copy to be attached as Exhibit
“13.” This proposed Management Agreement between the Association and such management
company selected by Developer will provide for management services to commence upon the
establishment of the proposed Condominium and will continue in effect until canceled by either
party upon thirty (30) days written notice, with or without cause; will set forth the services and duties
to be performed by the selected management company as agent for the Association within the
provisions of the individual paragraphs with the Management Agreement itself, and the attached
incorporated Exhibits; and will provide for compensation per month payable in advance for the
period stated, and thereafter in an amount equivalent to one-twelfth of the sum set forth for
management as provided within the annually approved adopted annual association budget,
together with recovery of various and sundry expenses, costs and charges incurred by the agent
in the performance of its services as itemized within the attached incorporated Exhibit.
THERE (IS TO BE) A CONTRACT FOR THE MANAGEMENT OF THE CONDOMINIUM
PROPERTY
3.2 Guaranteed Assessment. The Estimated Operating Budget for the Association and
a schedule of the estimated monthly maintenance assessments to be assessed quarterly is found
in Exhibit 5 to this Prospectus. The Developer shall not be liable for the payment of assessments
on Condominium Units that it owns during the period that the Developer has guaranteed to each
Unit Owner that the assessment of Common Expenses of the Condominium imposed upon the Unit
Owner other than the Developer will not exceed the following amounts for each Unit and time
periods:
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FIRST AND SECOND FISCAL YEARS
(Period from recording of
Declaration through the
remainder of the first fiscal year)
Living Level
Unit
No.
Floor Plan
Name Monthly Quarterly Annual
Living Level 3 301 N/A $606 $2,408 $7,224
Living Level 3 302 N/A $605 $2,424 $7,260
Living Level 4-
12, 14, 15
401,501,
601, 701,
801, 901,
1001,1101,
1201, 1401
1501
Bamboo
North
$606 $2,424 $7,272
Living Level 4-
12, 14, 15
402, 502,
602, 702,
802, 902,
1002, 1102,
1202, 1402
and 1502
Laurel $531 $2,124 $6,372
Living Level 4-
12,14, 15
403, 503,
603, 703,
803, 903,
1003, 1103,
1203, 1403
and 1503
Bamboo
South
$606 $2,424 $7,272
FIRST AND SECOND FISCAL YEARS
(Period from recording of
Declaration through the
remainder of the first fiscal year)
Ground Level
Unit
No. Monthly Quarterly Annual
Ground Level C1 $422 $1,688 $5,064
Level 2 C2 $470 $1,880 $5,640
Note: See Condominium Budget for detailed explanation of method of calculation of
assessments.
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The Guarantee period commences with the recording of the Declaration and continues until the