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COVENANTS ......., ..- "'-' ..,-.-..."" .... ....--.-.-.-.- - ' ........:_ I ,.; 0.." ~C' 5450 Po ':l '1 OS 100987-19 0862P/50 DECLARATION OF PROTECTIVE COVENANTS OF QUANTUM PARK AT BOYNTON BEACH . THIS INSTRUMENT PREPARED BY: DAVID S. PRESSLY, ESQ. POST OFFICE BOX 3888 WEST PALM BEACH, FL 33402 / V'RETURN 'ro: DAVID S. PRESSLY, ESQ. POST OFFICE BOX 3888 WEST PALM DEACH, FL 33402 ,. \ f / ARTICLE I ARTICLE II ARTICLE III ARTICLE IV Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 ARTICLE V - Section 5.1 Section 5.2 Section 5.3 section 5.4 Section 5.5 Section 5.6 ARTICLE VI Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Section 6.12 ARTICLE VII section 7.1 Section 7.2 ARTICLE VIII ARTICLE IX Section 9.1 Section 9.2 Section 9.3 Section 9.4 Section 9.5 Section 9.6 Section 9.7 Section 9.8 IJ!"-.C' _-.........:::u r'S l J. Lib DECLARATION OF PROTECTIVE COVENANTS OF QUANTUM PARK AT BOYNTON BEACH TABLE OF CONTENTS PAGE DEFINITIONS............................. . 1 PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 7 7 ARCHITECTURAL REVIEW COMMITTEE........... The Committee............... ............... , Necessity of Architectural Review and Approvals............................ Approval. ..... . . . .. .. . . .. ...... . . .. . . . . .. Conditions of Approval................... Powers and Duties........................ 7 8 9 9 10 11 11 Liability................................ Proviso. ...... . ... ... . ...... . . . . . . . .. . . .. CONSTRUCTION OF IMPROVEMENTS................. General............ .. ....... .. . . .. . . . . ... 11 Licenses................................. 11 Time Requirements........................ 11 Condition During Construction............ 13 Damage or Destruction.................... 13 Certification............................ 15 GENERAL COVENANTS........................ 15 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Use Regulations .'. . . . . . . . . . . . . . . . . . . . . . . . . 16 Drainage and Water Retention............. 16 Noxious or Offensive Activity............ 16 Subdivision or Combination of Parcels.... 16 Hazardous Materials...................... 17 Governing Criteria....................... 17 Rules and Regulations.................... 17 Public Land Use Regulations.............. 17 Notice.. .. . . . ......... .. . ........... . . ... 17 Insurance. . . .... . .... .. . ...... . . . .. . . . . . . 17 Quantum Park Ground Water Monitoring Plan 18 COMMON AREAS............................. 18 Description.............................. 18 Restrictions............................. 18 HELIPAO/HELIPORT......................... 19 MAINTENANCE, ALTERATIONS AND IMPROVEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 As to Common Areas....................... 20 As to Parcels............................ 20 As to Oustside Land...................... 21 Sand Pine Scrub Preserve Area............ 22 Platted Streets.......................... 22 Inspection by Association ............... 22 Declarant's Right to Enter............... 23 Insurance Proceeds....................... 23 -i- 0862P/51 ARTICLE X Section 10.1 Section 10.2 Section 10.3 Section 10.4 Section 10.5 Section 10.6 Section 10.7 Section 10.8 Section 10.9 ARTICLE XI Section 11.1 Section 11.2 Section 11. 3 Section 11. 4 ARTICLE XII ARTICLE XIII Section 13.1 Section 13.2 ARTICLE XIV Section 14.1 Section 14.2 Section 14.3 Section 14.4 ARTICLE XV ORB 545lJ j-.9 3. :1 Lit ASSESSMENTS........................................................... 23 Applicability to Parcels................. 23 Uniform Rate of Master Assessments....... 23 Amount and Use...................................................... 24 Special Assessments...................... 24 Due Dates............................................................... 25 Certificate.....~........................ 25 Lien Rights.............................. 25 Enforcement of Lien...................... 26 Proviso.................................. 26 EASEMENTS.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 27 Easement Rights of Declarant............. 27 Easement Rights of Association........... 28 Easement Rights of Institutional Mo r tg ag ee s.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 28 Persons Bound: Beneficiaries............. 28 OBLIGATIONS OF OWNER .................... 29 STATUS AND WAIVER........................ 30 Covenants. .... .. .. .. ........ .............. .. .. ............ ........ .. .. .. 30 Waiver................................... 30 REMEDIES.................................. 30 Rights of Declarant and Association for Violation by Owner....................... 30 Rights of Declarant for Violation by Association........................... 31 Rights of Owners for Violation by an Owner or Association.................. 31 Attorney's Fees.......................... 31 ARTICLE XVI - INSURANCE..................................... 33 DURATI~................................. 32 Section 16.1 Section 16.2 Section 16.3 Section 16.4 Section 16.5 Section 16.6 Section 16.7 ARTICLE XVII Section 17.1 Section 17.2 Section 17.3 ARTICLE XVIII - ARTICLE XIX ARTICLE XX Section 20.1 Section 20.2 ARTICLE XXI Liability Insurance...................... Casualty Insurance....................... Workmen's Compensation POlicy............ Other Insurance.......................... Individual Liability Insurance........... Waiver of Subrogation.................... Insurance Regarding Outside Land......... 33 33 33 33 33 33 34 ECOLOGICAL PLAN AND SAND PINE PRESERVE AREAS........................... 34 General. .. . . . . .......... . .. .. . . .... .. . . . . 34 34 35 36 Sand Pine Preserve Areas................. Swamp and Freshwater Marsh Habitat/ Wetlands Surface Water Management System. CONVEYANCE FOR PUBLIC USE................ INTERNAL SECURITY FORCE.................. 36 AMENDMENT. . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . 37 General Procedure........................ 37 38 Proviso. . .. .. . . . . . . .. . . .. . .. . . . . . . . .. .. . . . . . . ADDITIONAL LANDS.............................. 39 -ii- 0862P/52 \Jhb ':""'~LJr~J.J.LJO ARTICLE XXII RIGHTS APPURTENANT TO LOT 55............. 39 ARTICLE XXIII HAZARDOUS WASTE/HAZARDOUS MATERIALS CONTAMINATION RESPONSE PLANS............. 40 ARTICLE XXIV NOTICE........".."....................... 42 ARTICLE XXV RIGHT TO MODIFY, CANCEL OR LIMIT.......... 42 ARTICLE XXVI ASSIGNMENT................................ 43 ARTICLE XXVII SEVERABILITy......... .. .. . . . . ..... .. . . . .. . 43 ARTICLE XXVIII - APPLICABLE LAW/VENUE...................... 43 ARTICLE XXIX CAPTIONS.............................."... 43 ARTICLE XXX SINGULAR/PLURAL - MASCULINE/FEMININE...... 44 ARTICLE XXXI VETO POWER................................ 44 ARTICLE XXXII DISSOLUTION OF ASSOCIATION................ 45 ARTICLE XXXIII - RESTRICTIONS PREVAIL OVER LESS STRINGENT GOVERNMENTAL REGULATIONS.................. 45 ARTICLE XXXIV LESSEES. . . . . . . . . . . . . . " . . . . . . . . . . . . . . . " . . . . 45 ARTICLE XXXV AMENDMENTS TO GOVERNMENTAL LAND USE REGULATIONS. . . . . . . . . . . . " . . . . . . . . . . . . . . . . . . 46 ARTICLE XXXVI MORTGAGEE CONSENT AND ACCEPTANCE.......... ARTICLE XXXVII - EFFECTIVE DATE OF THIS DECLARATION........ 46 47 EXHIBITS: , Exhibit "A" - Legal Description of the Property Exhibit "B" - Articles of Incorporation Exhibit "C" - Bylaws -iii- 0862P/53 tj~p _-~....=>Li i~ J ll.17' 101087-18 0862P DECLARATION OF PROTECTIVE COVENANTS OF QUANTUM PARK AT BOYNTON BEACH KNOW ALL MEN BY THESE PRESENTS: WHEREAS, QUANTUM ASSOCIATES, a Florida General Partnership (hereinafter "Declarant"), is the owner of certain lands located in the City of Boynton Beach, Palm Beach County, Florida, which lands (hereinafter "Property") are more particularly described below; and WHEREAS, the City of Boynton Beach has issued a Development Order pursuant to Chapter 380, Florida Statutes (1984) for development of that portion of the Property rezoned by the City to Planned Industrial Development District, and has rezoned the Property to a Planned Industrial Development District and Planned Commercial Development District: and, WHEREAS, Declarant desires to place from time to time certain easements, covenants, conditions and restrictions upon the use of the Property and to cause same to benefit, burden and run with the , Property; NOW, THEREFORE, for good and valuable consideration, the said Declarant does hereby for itself and its successors and assigns hereby place upon the Property the following certain easements, covenants, conditions and restrictions. ARTICLE I DEFINITIONS The following words, when used in this Declaration (unless the context shall prohibit) shall have the following meanings: A. Articles of Incorporation: The term "Articles of Incorporation" shall mean and refer to the Articles of Incorporation of the Association, a copy of which Articles are attached hereto as Exhibit "13," as may be amended from time to time. THIS INSTRUMENT PREPARED BY: DAVID S. PRESSLY, ESQ. POST OFFICE BOX 3888 WEST PALM BEACH, FL 33402 RETURN TO: DAVID S. PRESSLY, ESQ. POST OFFICE BOX 3888 WEST PALM BEACH, FL 33402 \.' !\~, _' r _.- '--' I -= ~ ~ .I. 'I.J D. Assessments: The term "Assessments" shall include Regular Assessments and SpeciaL Assessments, and shall mean and refer to the share of funds required for the payment of Common Expenses, which from time to time are assessed against the Owners. C. Association: The term "Association" shall mean and refer to Quantum Park Property Owners' Association, Inc., a Florida corporation not for profit. D. Board of Directors: The term "Board of Directors" shall mean and refer to the Board of Directors of the Association. E. Building Site: , The term "Building Site" shall mean and refer to that portion of the Property being improved in accordance with Articles IV and V herein. F. Bylaws: The term "Bylaws" shall mean and refer to the Bylaws of the Association, a copy of which Bylaws are attached hereto as Exhibit "C," as may be amended from time to time. G. City: The term "City" shall mean and refer to the City of Boynton Beach. H. Committee: The term "Committee" shall mean and refer to the Architecturat Review committee appointed from time to time by the Declarant, as more particularly described in Article IV herein. I. Common Areas: The term "Common Areas" shall mean and refer to all real property (and Improvements thereon) owned and/or leased by, or dedicated to, the Association, as more particularly described in Article VII herein. J. Common Expenses: The term "Common Expenses" shall mean and refer to all costs, expenses and assessments properly incurred by the Association for which the Owners are liable to the Association. K. County: The term "County" shall mean and refer to Palm Deach County. L. Declarant: The term "Declarant" shall mean and refer to QUANTUM ASSOCIATES, a Flor ida General Partnersh ip, and those successors and assigns to whom Declarant's rights and -2- OB62P 1)f'\C: ~."-f' ::...~. L.l r'3 j J. i.. i obligations as Declarant hereunder are specifically assigned in writing by Declarant. ~,. Declaration: The term "Declaration" shall mean and refer to this Declaration of Protective Covenants of Quantum Park at Boynton Beach. N. Design Criteria: The term "Design Criteria" shall mean and refer to the specifications, guidelines, and standards, which, together \-lith this Declaration, regulate the construction, placement, installation, and maintenance of Improvements within the Park. The Design Criteria shall he prepared and adopted by the Committee, and may be modified and amended in writing by the Committee at any time in its sole and absolute discretion without the joinder, ratification or approval of the Association, any Owner, or any lienholder; provided, however, that any amendment to the Design Criteria concerning the Park's surface water management system must be approved in writing by the South Florida Water Management District. Any reference to Design Criteria shall include any amendments thereto. A copy of the Design Criteria shall be available for Any Owner upon written request to the Association. O. Design Plans: The term "Design plans" shall mean and refer to the design plans (and amendments thereto) for Improvements tha t must be submi t ted and approved in accordance with the Articles IV and V herein. Any reference to any amendment of the Design Plans shall include any change in, alteration of, addition to, or deletion from the Design Plans. P. Development Order: The term "Development Order" shall mean City Ordinance No. 84-51, which ordinance granted with conditions Declarant's application for a development permit with respect to the Park pursuant to Chapter 380, Florida Statutes, as amended by City Ordinance No. 86-11, as further amended by City Ordinance No. 86-37. and as may be further amended from time to time. Q. Ecological Plan: The term "Ecological Plan" shall mean and refer to that certain Ecological Plan For Quantum Park -3- 0862P ..I';'" _ 1_.'I....J' '. ... .... ..... (date"; ';uoust 4, 1986, and amended ~Iarch 16, 1987) prepared by Ecoh~aical Consultants, as may be further amended from time to time, and as more fully discussed in Article XVII herein. ^ny reference to Ecoloqical Plan shall include any amendments thereto. n. Hazardous Materials Contamination Response plans: The term "Hazardous Materials Contamination Response Plans" shall mean and refer to the document entitled "Guidelines for the Preparation of Owner/Lessee Hazardous Materials Contamination Response Plans" for the Park (as may be amended from time to time) prepared by Law Environmental Services (dated April 13, 1987), as more fully discussed in Article XXIII herein. Any reference to Hazardous Materials Contamination Response Plans shall include any amendreents thereto. S. Improvement: The term "Improvement" shall mean and refer to any building, sign, exterior lighting, drainage facility, water retention facility, sewage system, road, lake, landscaping, and/or other structure that is constructed, installed, erected, placed or made within or upon the property, as well as any construction, demolition,' excavation, and/or grading, within or upon, and any subdividing (or resubdividing) and/or platting (or replatting) of, or combination of, a Parcel or Parcels. T. Institutional Mortgagee: The term "Institutional Mortgagee" shall mean any Person owning a mortgage encumbering a Parcel, which in the ordinary course of business makes, purchases, guarantees, or insures mortgage loans. An Institutional Mortgagee may include, but is not limited to, banks, savings and loan associations, insurance companies, union pension funds authorized to lend money in the State of Flor ida, an agency of the Un i ted States or any other governmental authority, a mortgage investment trust, a real estate investment trust, a mortgage company, or a lender generally recognized in the County as an institutional type lender. In addition, in the event that the Declarant is the mort~acree under a purchase money mortgage arising upon the sale of a ?ar::el, the Declarant shall be deemed to be an Institutional Mortaagee hereunder. -4 - 0862P ~':I1t:. _.,~_~U r~ J. -1 .i..J U. Lessee: The term "Lessee" shall mean and refer to any Person who leases from an Owner all or any portion of a Parcel. The Lessee shall be subject to the terms of this Declaration, and shall have the same obligations as an Owner hereunder. V. ~Iaster Site Development plan: The term "Master Site Development Plan" shall mean and refer to that certain development plan for the Park approved by the City as a part of the Development Order, as may be amended by Declarant from time to time. W. Owner: The term "Owner" shall mean and refer to the record owner or owners of the fee simple title to a Parcel. In the event that a Parcel is owned by more than one (1) Person, each such Person shall be jointly and severally liable for all of the obligations of an Owner of a Parcel hereunder. X. Parcel: The term "Parcel" shall mean and refer to any platted lot within the Property and/or a part of a platted lot within the Property that is owned in fee simple, together with all Improvements thereon. A platted lot shall mean and refer to a lot created pursuant to a plat duly recorded in the Public Records of the County. Y. Park: The term "Park" shall mean and refer to Quantum Park at Boynton Beach, subject to Declarant's right to change the name thereof from time to time in Declarant's sole and absolute discretion. z. Person: The term "Person" shall mean and refer to an individual, corpor,ation, governmental agency, business trust, estate, trust, partnership, association, or two or more persons having a joint or common interest or any other entity. AA. Property: The term "property" shall mean and refer to that certain property more particularly described in Article II herein. B13. Regular Assessment: The term "Regular Assessment" shall mean and refer to any Assessment levied against Owners that is required by the annual budget. -5- 0862P lint' :-'...,..::>u r~ .l l .l...,. CC. Special Assessment: The term "Special Assessment" shall mean and refer to any Assessment levied against Owners other than a Regular Assessment. DD. Subdivide: The term "subdivide" shall mean and refer to the divining (or redividing) of a platted lot into two or more Parcels. EE. Voting Representative: The term "Voting Representative" shall mean and refer to (1)' the Owner of a Parcel if such Parcel is owned by one individual, (2) any individual designated in a Certificate filed with the Secretary of the Association designating a voting member for such Parcel, or (3) a duly desiqnated proxy holder. Anything to the contrary herein notwithstanding, there shall only be one (1) Voting Representative for each Parcel. FF. Votinq Rights: The term "Voting Rights" shall mean and refer to the number of votes applicable to a Parcel or Parcels. GG. Water Management Plan: The term "Water Management Plan" shall mean and refer to the Park Water Management Plan (as may be amended from tim~ to time) as more fully discussed in Section 6.3 herein: provided, however, that this Water Management Plan is permitted by the South Florida \-later Management District, and can only be amended with the pr ior approva 1 of the Sou th Florida Water Management District. ARTICLE II PROPERTY The Property shall consist of all property that Declarant submits, and makes subject to, the terms of this Declaration. As of the recordina of this Declaration in the Public Records of the County, the property described in Exhibit "A," attached hereto and made a part hereof, shall be and hereby is submitted and made subject to the terms of this Declaration by Declarant. Additional lands may be submitted and made subject to the terms of. this -6- 0862P / / ''';1"'.1:' _ -r-'\..J I'J .. .... .... _" , ' Declaration by Declarant pursuant to Article XXI herein, and at such time the additional lands will automatically hecome 3 part of the Property hereunder. ARTICLE III ASSOCIATION An Owner shall automatically be a member of the Association, and said Owner and his Parcel shall be subject to the terms and conditions of this Declaration and all exhibits thereto, as same may be amended from time to time. ARTICLE IV ARCHITECTURAL REVIEW COMMITTEE Section 4.1 The Committee. The role of the Committee is to examine and review the Design plans in light of the aesthetic impacts of a proposed Improvement, and the Committee shall NOT examine, review, or be responsible for the structural, engineering, mechanical, or other related aspects of the proposed Improvement. The Committ~e shall consist of three (3) to five (5) persons appointed from time to time by the Declarant; any member of the Committee may be replaced at any time by the Declarant. The members of the Committee are not required to be members of the Association. The initial members of the Committee shall be Edward B. Deutsch, George W. Zimmerman and Steven W. Deutsch, each of whom shall serve until his successor is appointed, or until he resigns, or until he is replaced, whichever first occurs. Any vacancy occurring on the Committee shall be filled by the Declarant. A majority of the Committee shall constitute a quorum to transact business at any meeting of the Committee, and the act ion of a major i ty oresent at a meet inq at wh ich a quorum is present shall constitute the action of the Committee. Section 4.2 Necessity of Architectural Review ilnd Approvals. No Improvement of any kind shall be commenced, constructed, installed, erected, or placed upon or within' the Property, nor -7- 0862P 0i\8 5450 r3 1 11 6 shall any amendi1\ent, change or alteration of any Improvement be made (except as specifically provided in Section 4.4 .D.. until such time as the Design Plans with respect thereto have been submi t ted to and approved in writing by the Committee in accordance herel.ith: The Design plans shall be submitted to the Committee in a manner and form satisfactory to the Committee, and shall show the proposed Improvement(s), plot layout, exterior elevations, materials, colors, layout of parking spaces, location of easements, location of utilities, proposed use of the Improvement (s), matters contained within the Design Criteria, and such other information as may be reasonably requested by the Committee. Approval of the Applicant's Design Plans shall not be in lieu of any approvals that may be required by the City, or any other governmental body. IN APPROVING DESIGN PLANS AND/OR ANY AMENDMENTS THERETO, THE COMMITTEE MAKES NO REPRESENTATIONS, WARRANTIES OR CLAIMS AS TO THE SOUNDNESS OR QUALITY OF THE CONSTRUCTION OR DESIGN OF THE IMPROVEMENTS, OR AS TO THE EFFECTIVENESS OR SUITABILITY OF THE USE OF SUCH IMPROVEMENTS, OR AS TO COMPLIANCE WITH' ZONING, GOVERNMENTAL LAND USE REGULATIONS. Section 4.3 Approval. Approval of the Design Plans shall be PERMIT REGULATIONS, OR ANY based upon: (i) the conformity and harmony of the design and layout of the proposed Improvement(s) with neighboring Parcels and with the Park as a whole; (ii) the effect of the location of the proposed Improvement(s} on neighboring Parcels and on the Park as a whole; (iii) the relation of the proposed Improvement(s) to the topography of the Building Site; (iv) the grade and finished ground elevation of the Building Site in relation to that of neighboring Parcels; (v) the proper facing of the main elevation of the proposed Improvement(s) with respect to nearby streets; and (vi) the conformity of the Design Plans ,.ith the Design Criteria, and with the terms of this Declaration. The Committee shall either approve or disapprove the Design Plans I.ithin thirty (30) days after the Committee's receipt of all documentation required -8- 0862p ( ,/ , ~.,~. herein. The Committee shall not arbitrarily or unreasonably withhold its approval of the Design Plans. If the Design plans are not approved, the Committee shall state the reasons therefor. Section 4.4 Conditions of, Approval. In the event of approval of the Design Plans, the following conditions shall apply: A. Prior to commencing to improve the Building Site, the Owner, if so required by the Committee, shall provide the Committee with a removal bond, which must be reasonably acceptable to the Committee, for purposes of protecting the Park against any unsightly unfinished construction. The Committee shall not requi re removal bonds wi th respect to Parcels in' excess of 50 acres in size. B. The approved Improvement(s) shall ,not be used or utilized in any manner until such time as the Owner has provided the Committee with written certification from a duly registered/licensed architect that the Improvement(s) was constructed in accordance with the Design Plans. C. There shall be no changes made to the approved Design Plans without the prior written approval of the Committee. . D. Changes made in the internal layout of a structure shall not be subject to the approval of the Committee as long as such changes are not visible from outside of the structure and do not create any aesthetic impacts upon the Park. Section 4.5 Powers and Duties. The Committee shall have the following powers: A. To adopt, and amend from time to time, the Design Criteria. B. To adopt, and amend from time to time, submission requirements for the approval of Design Plans. C. To approve or disapprove the Design Plans (and any amendments thereof) submitted hereunder. D. To adopt a schedule of reasonable fees for processing requests for Committee approval of proposed Design Plans (and any amendments thereof). Such fees, if any, shall be payable to the Association in U.S. cash or by cheCk at the time -9- 0862P \ ' ORB ~,4::>U r" ] 116 that Desiqn Plans (or amendments thereto) are submitted to the Committee. In the event such fees are not paid by the Owner, the Desiqn Plans shall be deemed to be improperly submitted by Owner, and need not be reviewed by the Committee. E. To retain professional advisors (such as attorneys and architects) as may be necessary in the exercise of its powers, which advisers shall be paid out of the fees collected in Paragraph D above or from funds of the Association. F. To enter upon (or designate an agent or a professional advisor to enter upon) the Building Site(s) from time to time during construction, and upon completion of construction. G. To perform such incidental acts as may be necessary in the exercise of its powers. Section 4.6 Liability. Neither the members of the Committee nor Declarant (nor their respective partners, shareholders, members, representatives, agents, employees, successors, or assigns) shall be liable in any manner to any Person, by reason of negligence, mistake in judgment, or nonfeasance arising out of or in connection with the approval, disapproval or failure to approve or disapprove the Design Plans, or as a result of failing to carry out their duties hereunder. Each Owner agrees and certifies that ,he will not bring any action, suit, or other proceeding against the members of the Committee or Declarant, (or their respective partners, shareholders, members, representatives, agents, employees, successors, or assigns) for any negligence, mistake in judgment, or nonfeasance in connection with Design Plans or the approval or disapproval thereof, or in connection with any other actions taken by the Committee hereunder. IN APPROVING DESIGN PLANS AND/OR ANY AMENDMENTS THERETO, THE COMMITTEE MAKES NO REPRESENTATIONS, WARRANTIES OR CLAIMS AS TO THE SOUNDNESS OR QUALITY OF THE CONSTRUCTION OR DESIGN OF THE IMPROVEMENTS, OR AS TO THE EFFECTIVENESS OR SUITAIHLITY OF THE USE OF SUCII IMPROVEMENTS, OR AS TO COMPLIANCE WITH ZONING, PERMIT REGULATIONS, OR ANY GOVERNMENTAL LAND USE REGULATIONS. -10- 0862P , Vj",t.: _'''''-J't-J I:: ,J,. .l .I. , Section 4.7 Proviso. Anything in this Declaration to the contrary notwithstanding, the fOllowing Improvements are exempt from Committee approval, but the construction of same shall be in compliance with all applicable governmental regulations, code~, and ordinances: Any electrical sub-station constructed on a Parcel owned by a pUblic utility, as well as all other Improvements contained within the safety fence (including said safety fence) surrounding said electrical sub-station; provided that said safety fence must be set back at least 30 feet from all boundary lines of the Parcel containing said electrical sub-station. ARTICLE V CONSTRUCTION OF IMPROVEMENTS Section 5.1 General. The construction or installation of any Improvement shall not be commenced until the Design plans for such Improvement have been approved in accordance with Article IV hereunder. Section 5.2 Licenses. All Design Plans and required permit applications must be prepared and/or stamped by a Florida registered architect and/or engineer, and all construction must be performed by duly licensed contractors and subcontractors. In order to be "duly licensed," the contractors and subcontractors must have obtained all required licenses from all governmental bodies, agencies, departments and the like having jurisdiction thereover, and must have satisfied all other requirements established as conditions precedent to constructing the Improvement. Section 5.3 Time Requirements. A. The Owner shall "commence construction" (defined below) of all the Improvements shown in the Design Plans no later than eighteen (18) months following the written approval of the Design Plans by the Committee. Upon commencing construction, the Owner shall proceed expeditiously and diligently without stoppages of longer than five (5) business days. All Improvements shown in -11- 0862P 0r;c: .:.."1-.....:Ju r~ 1 "1 ":':U the Design Plans shall he "completed" (defined below) within a reasonable period of time, which is not to exceed eighteen (18) months from the date that the Owner commenced construction of the particular Improvement. B. The deadlines and other time constraints set forth in this Section 5.3 shall be automatically extended for the period of time that Owner is delayed by factors that are completely outside of Owner's control. In addition, the Committee shall have the power to extend any deadlines and other time constraints set forth in this Section 5.3, provided Owner I makes written application therefor and the Committee determines, in its sole discretion, that the request is reasonable. C. Failure to comply with the deadlines and/or other time constraints set forth in this Section 5.3 shall result in the termination of the Committee's approval of the Design plans and Owner will have to obtain approval of his Design Plans from the Committee in accordance with Article IV herein prior to proceeding with the Improvement(s). Further, in the event that Owner fails to comply with the deadtines and/or other time constraints set forth in this Section 5.3, Owner shall clear and remove the partially completed Improvement from the Park, and restore the Building Site to the condition the Building Site was in prior to commencing construction of such Improvement. I f Owner does not comply with its obligations hereunder, within twenty-five (25) days after notice from the Committee, then the Association or the Declarant (and/or Persons designated by either) (i) may enter upon the Building Site and carry out Owner's obligations at Owner's cost and expense, without being liable in any manner for trespass, and shall have a lien (for the costs and expenses incurred by the Association or the Declarant) against the Parcel containing the Building Site in the same manner as a lien for unpaid Assessments hereunder; (ii) may implement the removal bond; and/or (iii) may pursue any other remedies allowed under this Declaration. D. For purposes of this Declaration the Owner shall be deemed to have "commenced construction" upon the issuance of all -12- 0862P 0"" 1'.0 5450 29 1121 necessary building permits reauired by the applicable governmental bodies for the construction of the particular Improvement (or, if no building permits are required, bY conducting actual continuous construction activity upon the Building Site), and an Improvement Shall be deemed to have been "completed" upon the issuance of a final certificate of occupancy for the particular Improvement by the governmental body having jurisdiction thereof (or, if no certificate of occupancy is reauired with respect to the Improvement, upon the completion of the Improvement in the manner Shown in the Design Plans). Section 5.4 Condition Durinq Construction. The Building Site shall be kept in a clean, neat and orderly condition during construction of the Improvements so as not to cause any unsightly or dangerous conditions. In the event that the Owner shall fail to so maintain the Building Site and continues such failure more than five (5) days following notice thereof from the Association or the Declarant, the Association or the Declarant (and/or Persons designated by either) may (1) enter upon the Building Site to carry out the proper mailltenance, and shall have a lien (for the costs and expenses incurred by the Association or the Declarant) against the Parcel containing the Building Site in the same manner as the lien for unpaid Assessments hereunder, or (2) pursue any other remedies allowed under this Declaration. Section.5.5 Damage or Destruction. In the event that a completed Improvement is damaged or destroyed: A. Owner shall take the necessary remedial action to eliminate any dangerous or unsightly conditions arising from such damage or destruction (Which may require the clearing or other removal of the damaged 0 r dest royed Improvement f rom the Pa rk) . The Owner shall commence such remedial action within twenty (20) days after the date the Improvement is damaged or destroyed, and snall complete SUCh remedial action within a reasonable time (not to exceed four [4] months after the date the Improvement is damaged or destroyed). If Owner does not comply with its Obligations hereunder, then the Association or the Declarant -13- 0862P ORB 5450 29 1 122 (and/or Persons designated by either) (i) may enter upon the Building Site and carry out Owner's obligations at Owner's cost and expense, without being liable in any manner for trespass, and shall have a lien (for the costs and expenses incurred by the Association or the Declarant) against the Parcel containing the Building Site in the same manner as a lien for unpaid Assessments hereunder; and/or (ii) may pursue any other remedies allowed under this Declaration. B. After the remedial action in Section 5.5.A. above has been completed: (i) Owner shall "commence restoration" (which shall have the same meaning as "commencing construction" in Section 5.3.0. above) of the damaged or destroyed Improvement no later than twelve (12) months following the date the Improvement was damaged or destroyed; (ii) Upon commencing restoration, the Owner shall proceed expeditiously and diligently without stoppages of longer than five ( 5 ) business days. All damaged or destroyed Improvements shown in the' Design Plans shall be "fully restored" (which sha 11 have the same meaning as "completed" in Section 5.3.0. above) within a reasonable period of time, which is not to exceed twelve (12) months from the date that the Owner commenced restoration of the damaged or destroyed Improvements. (iii) The deadlines and other time constraints set forth in this Section 5.5.13. shall be automatically extended for the period of time that Owner is delayed by factors that are completely outside of Owner's control. In addition, the Committee shall have the power to extend any deadlines and other time constraints set forth in this Section 5.5.13., provided Owner makes written application therefor and the Committee determines, in its sole discretion, that the request is reasonable. (iv) Failure to comply with the deadlines and/or other time constraints set forth in this Section 5.5.13. shall result in the termination of the Committee's approval of the Design Plans, and Owner will have to obtain approval of his Design -14- 0862P \.if',,"' _ 'o.A.f-_,-LJ r., j- J. --=-~ Plans from the Committee in accordance with Article IV herein prior to proceeding with the Improvement(s). Furthe r, in the event that Owner fails to comply with the deadlines and/or other time constraints set forth in th,is Section 5. 5.B., Owner shall clear and remove the damaged or destroyed Improvement (s) f rom the Park, and restore the Building Site to the condition the Building Site was in prior to commencing construction of such Improvement(s) . If Owner does not comply with its obligations hereunder, within twenty-five (25) days after notice from the Committee, then the Association or the Declarant (and/or Persons designated by either) (i) may enter upon the Building Site and carry out Owner's obligations at Owner's cost and expense, without being liable in any manner for trespass, and shall have a lien (for the costs and expenses incurred by the Association or the Declarant) against the Parcel containing the Building Site in the same manner as a lien for unpaid Assessments hereunder; and/or (ii) may pursue any other remedies allowed under this Declaration. C. Anything to the contrary herein notwithstanding, this Section 5.5 shall not apply to any Parcel in excess of fifty . (50) acres in size, except that the Owner of such a Parcel shall take the necessary remedial action to eliminate any dangerous conditions arising from such damage or destruction in accordance with the time periods established in Section 5.5.A. above. Section ,5.6 Certification. Immediately upon completion of construction of an Improvement, the Owner shall provide the Committee with an orig inal certificate from a duly registered/licensed architect certifying that the Improvement was constructed in accordance with the Design Plans. ARTICLE VI GENERAL COVENANTS Section 6.1 General. No Improvement of any kind shall be commenced, constructed, installed, erected, or placed within the Park until the Design Plans for such Improvement shall have been submitted to and approved in writing by the Committee as more fully set forth in Article IV of this Declaration. There shall be -15- 0862P vnb ~....,.~u r3 ~ l"';:':~ no amendment (s) made to the Design Plans unless and until such amendment(s) have been approved in writing bY the Committee in accordance with Article IV of this Declaration (except as otherwise provided in Section 4.4.0. nerein). Section 6.2 Use Regulations. The use of the Property (or any portion thereof) shall be in compliance with the Development Order, all applicable governmental land use regulations (unless a variance therefrom has been duly approved in accordance with the Design Criteria, and by the appropriate governmental body), and the terms of this Declaration, and the use of the Common Areas shall be in compliance with any rules and regulations adopted by the Board of Directors, all as may be amended from time to time. Section 6.3 Drainage and Water Retention. Drainage and water retention facilities for each Parcel must conform to the Water Management Plan, and must be approved by the South Florida Water Management District. The Water Management Plan has been adopted by the Declarant, and may be amended from time to time by the Declarant, subject to the prior approval by the South Florida Water Management District;. A copy of the Water Management Plan shall be provided to each Owner upon written request to the Association. Section 6.4 Noxious or Offensive Activity. No noxious or offensive activity, including but not limited to, the use of firearms, explosives, hazardous protective devises or booby traps, shall be allowed on any portion of the Property, nor shall an Owner take any action that is or may become a nuisance or annoyance to the other members of the Association. Activity incidental to the proper use of a Parcel under Section 6.2 shall not be considered to be in violation of this Section 6.4. Section 6.5 SUbdivision or Combination of Parcels. No Parcel shall be subdivided (or resubdivided) into two or more Parcels, and no Parcel Shall be combined with another Parcel for purposes of development, without the prior written approval of the Committee, the approval of which may be withheld in the sole and absolute discretion of the Committee. -16- 0862l' Vr..Q _l-.M..f-_)U r~ J. .1..c..J Section 6.6 Hazardous Materials. Tne Association and t!acn Owner must comply witn the Hazardous Materials Contamination Response Plans, a copy of which snall be provided to eaCh Own<:!r upon written request to tne Association (as more fully discussed in Article XXIII herein). S<:!ction 6.7 Governing Criteria. All Improvements within tne Park, as well as the use and operation of the Parcels, shall be governed by, and in compliance witn, the terms of this Declaration and the Design Criteria. Section 6.8 Rules and Regulations. Each Owner and Parcel shall be subject to any rules and regulations (governing the use and operation of the Common Areas) adopted by the Board of Directors pursuant to the Bylaws. Section 6.9 Public Land Use Regulations. The minimum standards, rules, and regulations of any applicable governmental body, board, agency or the like shall be complied with by each Owner (SUbject to Article XXXIII herein). In addition, in the development, use, and operation of a Parcel, an Owner must comply with all applicable gQvernmental permits pertaining to tne development, use, and operation of the Park as a whole, including those permits issued by governmental bodies, districts, boards, departments and agencies. Sect ion 6.10 Not ice. Any Owner (other than Decla rant) intending to sell or otherwise transfer his Parcel or the controlling interest in the Owner (where applicable) shall give written notice to the Association of such intention within twenty (20) days after the execution of the document reflecting SUCh intention or, if no written document is involved, within twenty (20) days after the oral agreement to sell or otherwise transfer the Parcel or controlling interest. Such notice snall include the name of the proposed transferees and/or assignees. Section 6.11 Insurance. In the event that an Owner's use of his Parcel causes an increase in the cost of insurance for tne Common Areas or any other Parcel, then such Owner shall be responsible for paying such increase in cost. -17- 0862P } I vr,c: :;"'t':)U n 1 1 ":'::0 Secticn 6.12 Quantum Park Grcund I~ater Mcnitoring Plan. The Asscciaticn and each Owner must ccmply with the Quantum Park Grcund Water Mcnitcring Plan dated August, 1967, prepared by . Rescurce Engineering and Planning, Inc. and apprcved by the Scuth Flcrida \'later Management District, which Mcnitcring Plan may be amended oy Declarant from time tc time subject tc the pricr apprcval by the Scuth Flcrida Water Management District. ARTICLE VII COMMON AREAS Secticn 7.1 Descripticn. All real prcperty (and Imprcvements therecn) .owned and/cr leased oy, .or dedicated tc, the Asscciaticn shall ccnstitute "the Ccmmcn Areas." The Asscciaticn shall accept the apprcpriate interest in and tc all prcperty ccnveyed, leased and/cr dedicated tc it by the Declarant. Secticn 7.2 Restricticns. Each Owner shall have a right and an easement tc enjcy and use the Ccmmcn Areas fcr the purposes intended (whiCh right and easement shall be appurtenant tc and shall pass with the title,tc every Parcel), subject tc: A. all prcvisicns and terms .of this Declaraticn and the Exhibits heretc; B. the rules and reg ula t icns adcpted f r.om time tc time by the Bcard .of Directcrs; C. all restricticns .of public reccrd; D. the right .of the Asscciaticn tc dedicate .or transfer all .or any part .of its right, title and interest in the Ccmmcn Areas (.or part therecf) t.o any puol ic agency, authcrity, gcvernmental b.ody, unit .of lccal gcvernment, .or utility (in which event, such prcperty shall n.o lcnger be a part .of the Ccmmcn Areas unless .otherwise designated as Ccmmcn Areas in writing by the Asscciaticn and the grantee) ; E. tne right .of the Declarant .or tne Asscciaticn tc take such steps reascnaoly necessary t.o prctect tne Ccmmcn Areas against damage. F. tne right .of the Asscciaticn tc prcperly maintain, repair, and imprcve the Ccmmcn Areas. -19- 0662P v.'....' _ . _ '-' . ~ .. ~ _ . G. the rights and easements of other Owners in and to the Common Areas. H. the rights of the general Public to use for the purposes intended all roadways and ,streets that are a part of the Common Areas. I. the right of the Declarant and/or the Association to enter into agreements with "outside owners" for purposes of allowing such "outside owners" to use the Common Areas (or a part thereof) for the purposes intended. For purposes of this Declaration an "outside owner" shall mean a Person that owns land that is not a part of the Property. ARTICLE VIII HELIPAD/HELIPORT The Association hereby reserves the right to construct and install a helipad or heliport or related facility (collectively referred to as "helicopter facility") within, the Common Areas. All costs associated with constructing, installing, maintaining, operating, repairing, and improving the helicopter facility, as , well as all costs associated with the licensing and permitting thereof, shall be assessed as a part of the Common Expenses. However, anything to the contrary herein notwithstanding, no portion of the Common Expenses attributable to the helicopter facility shall be assessed against any Parcel ,in excess of fifty (50) acres in size, unless the Owner thereof notifies the Association that said Owner elects to waive its exemption rights under this Article VIII, in which case said Parcel shall then become subject to its share of the Common Expenses attributable to the helicopter facility. Unless and until the Owner of a Parcel in excess of fifty (50) acres elects to waive its exemption rights under this Article VIII, such Owner shall have no right to use the helicopter facility. In the event that the licensing and/or permitting process requires the consent of any Owner, each Owner hereby appoints the Association to act as" the Owner's agent throughout the licensing and/or permitting process, and agrees to -19- 0862P \.lr,c' _~~->w r~ J.. J. LO execute the necessary application and/or consent forms requir~d by the licensing and/or permitting authorities. ARTICLE IX MAINTENANCE, ALTERA'rIONS AND IMPROVEMENTS Section 9.1 As to Common Areas. A. Association's Responsibility: Except as otherwise provided in this Article IX, the Association shall be responsible for the maintenance, repair, replacement, and improvement of the Common Areas and such expenses (except as otherwise provided in this Declaration) shall be treated as and paid for as a part of the Common Expenses. However, should the need for maintenance, repair, replacement, or improvement be caused by the negligence of, or misuse by, an Owner, his Lessee(s), guests, or invitees, said Owner shall be solely responsible for the costs of suCh maintenance, repair, replacement, and/or improvement: and, the Association shall have a lien against such Owner's Parcel in the amount of such costs, which may be foreclosed in the same manner as a mortgage against rea\ property. B. Maintenance Contracts: The Association may enter into a contract with any Person for the management, operation, and/or maintenance of the Common Areas, and/or any portion thereof, and may delegate to such Person all the powers and duties of the Association, except as otherwise prohibited under the Declaration, the Bylaws or Articles of Incorporation, and/or the laws of the State of Florida. Section 9.2 As to Parcels. Except as otherwise provided in this Declaration, eaCh Owner shall have the obligation, at his sole cost and expense, to maintain his Parcel in a safe, clean and attractive condition at all times, in accordance with the aesthetic standards established for the Park. In this regard, the Owner Shall comply with this Declaration, the Rules and Regulations adopted by the Board of Directors, and the Design Criteria, and shall be Obligated to operate its drainage and water management system in a manner that complies with the Park's drainage and water management system. -20- 0862P I ORB 5450?~ 1 129 Section 9.3 AS to Outside Land. A. General. The Association has the authority to maintain, repair, replace and improve (i) land that is not a part of a Parcel or a part of the Common Areas, and/or (ii) land that is not included \o/ithin the Property, collectively the "outside land," pursuant to an agreement{s) with the owner(s) of said outside land. In connection with such agreement(s) the Association is authorized to provide the owner of the outside land with sufficient insurance and/or indemnification to protect SUCh owner against any loss, cost, damage or expense arising out of said agreement. The expenses incurred by the Association under such ag reements (s) shall be deemed to be a part of the Common Expenses. B. Street Lighting. (i) The Association has the authority to enter into an agreement(s) with the City regarding the street lighting on N.W. 22nd Avenue and/or High Ridge Road (north of N.W. 22nd Avenue). Pursuant to such agreement(s) the Association would be responsible for all or . part of the costs associated with the maintenance and repair of such street lighting. With respect to said agreement(s), the Association is also authorized to agree to reimourse the City for the increase in the cost of insurance to the City caused by locating the street lighting within the median of the above-referenced roads. (ii) In the event that the Association fails to comply wi th its payment obl igat ions under any ag reement entered into with the City u,nder this Section 9.3.B., each Owner hereby agrees to contribute to the City his "proportionate share" of such payment Obligations (each Owner's "proportionate Share" being determined in accordance with the formula described in Section 10.2 of this Declaration). If an Owner fails to contribute his proportionate share of such payment obligations within ten (10) days after receipt of written notice from the City, tnen the City shall nave alien aga inst such Owner's Pa rcel in the amount 0 E (a) the Owner's proportionate share of the Association's payment -21- OS62P ORB 5450 rs '1 '130 oOligations, (0) interest thereon (from the date of the notice) at tne highest rate allowed by law, and (c) reasonable attorney's fees and other administrative costs incurred by the City in enforcing its rights against SUCh Owner. The City shall have the right to foreclose such lien in the same manner as a mortgage against real property. (iii) Specific reference to a street lighting agreement under t'his Section 9.3.B. shall not in any way limit the Association's authority under Section 9.3.A. above. C. N.W. 22nd Avenue. It is contemplated by appropriate governmental bodies and agencies that N.W. 22nd Ave. will be widened in the future to a 6-lane section. At such time as N.W. 22nd Ave. is so widened, the curbing and landscaping located within the public right-of-way abutting the Property shall be removed by the Association, at the Association's cost and expense. Section 9.4 Sand pine Preserve Areas. Anything to the contrary herein notwithstanding, the areas designated as sand pine preserve areas in the Ecological Plan and the areas otherwise required by the Treasure. Coast Regional Planning Councilor the City to be preserved as sand pine preserve areas, shall be maintained, repaired, replaced, and improved in accordance with Article XVII hereunder. Section 9.5 Platted Streets. Streets and roadways dedicated to the Association pursuant to a plat or plats of the Property (or a po rt ion thereof) duly reco rded in the Public Reco rds of the County, shall be maintained Oy the Association in accordance with the City's standards for maintaining puOlic streets and roadways. Section 9.6 Inspection by Association. Each Owner Shall allow the Board of Directors (and the Board's agents and employees) to enter upon his Parcel for tne purpose of inspecting same to determine if there are any factors or other matters threatening the Property (or any portion thereof) and/or to determine if the Owner and his Parcel are in compliance with the provisions of this Declaration and the EXhibits hereto. Except in the case of a Oona fide emergency, SUCh entry Shall Oe made at -22- 0862P Vl\L' _I-r-/~.::... ~....J.&. reasonaole times and with reasonable advance notice. The right of entry and inspection granted under this Section shall not apply to that part of a Parcel that is located within the confines of a safety fence surrounding an electrical substation owned oy a public utility company. Section 9.7 Declarant's Right shall be entitled to Enter. 'l'he Decla rant and its designees, to enter upon any Parcel for altering, repairing, purposes of constructing, replacing and/or relocating installing, utility, communications, and security lines, cables, wires, pipes, and other utility, communications and security facilities; provided, however, that in SUCh event Declarant shall fully restore and repair the Parcel from the effects of SUCh actions. Sect ion 9.8 Insurance Proceeds. Whenever an Owner is responsible for any loss or costs covered by insurance maintained by the Association, the proceeds of the insurance received by the Association for such loss or costs shall be used for the purpose of the necessary maintenance, repair or replacement, and such Owner shall be required, to pay all of the costs thereof that exceed the amount of the insurance proceeds. ARTICLE X ASSESSMENTS Section 10.1 Applicability to Parcels. Commencing as of the date that this Declaration is recorded in the Public Records of the County, eaCh Parcel (except as provided in Section 10.9 herein), shall be subject to Assessments as more specifically provided for in this Declaration and the Bylaws, respectively. No Owner may waive or otherwise escape liability for Assessments provided for herein by non-use of any of the property or services within or outside the Park, except as specifically provided in this Declaration. Section 10.2 Uniform Rate of Master Assessments. All Assessments shall be at a uniform rate for each acre (and portion tnereof) of each Parcel (not otherwise exempt under Section 10.9 -23- 0862P '--- - w.,... _'" _ ___ '.. ... _ _'_ below) in the Park. All Assessments shall be borne proportionately by each Owner based upon the number of acres (and portion thereof) within his Parcel in relationship to the aggregate number of acres (and portion thereof) within all Parcels in the Park. In determining the aggregate number of acres (and portion thereof) within all Parcels in the park, the exempt property described in Section 10.9 below shall be excluded. Section 10.3 Amount and Use. The Regular Assessments and other charges collected by the Association shall be in an amount sufficient to pay all costs, expenses, and liabilities incurred by the Association, including but not limited to costs, expenses and liabilities incurred in regards to (a) the administration, maintenance, installation, repair, replacement, and operation of the Common Areas and other property for which the Association is responsible hereunder, (b) the administration and operation of the Association, (c) carrying out the purposes and duties of the Association, and (d) obligations for the payment of property taxes and assessments against and insurance coverage for the Association's property, legal and accounting fees, security costs, management fees, utilities used upon the Common Areas, cleaning services, expenses and liabilities incurred by the Association in the enforcement of its rights and duties against Owners or others, the creation of reasonable reserves, and all other expenses deemed by the Board of Directors to be necessary and proper for management, maintenance, repair, operation" administration and enforcement. Any portion of the Assessments and other charges remaining after the disbursements required hereby shall be used for the promotion of the peace, health, safety, or general welfare of the Park. Section 10.4 Special Assessments. A. The Association, through its Board of Directors, shall also have the power and authority to levy and collect Assessments designated as Special Assessments for the following purposes: the acquisition of property directly benefitting the Park: the construction, reconstruction, unexpected repair or -24- OB62P ORe'; "" ' C::O" .. 1 ~3 _'~_' r~ l ...., replacement of a capital improvement, including the necessary fixtures and personal property related thereto; the payment of the sums necessary to idemnify each Director and Officer of the Association in accordance with the terms of this Declaration and the Exhibits attached hereto; and the payment of other costs, expenses, and liabilities not anticipated at the time of the adoption of the annual budget. All notices of Special Assessments from the Association to the members shall designate the date when the Special Assessment is due. B. The Association may levy an emergency Special Assessment when, in the sole determination of the Board of Di recto rs, there is potent ial danger of damage to Persons 0 r property. Such emergency Special Assessments may be utilized to pay for preventative, protective or remedial construction, reconstruction, improvements, repairs or replacements. Events justifying emergency Special Assessments include, but are not limited to, hurricanes, floods, and fires. Emergency Special Assessments shall be collectible from Owners in such manner as the Board of Directors shall determine. Section 10.5 Due Dates. The Assessments shall be due and payable on the date or dates fixed by the Board of Directors as the due date, and SUCh Assessments shall be payable in advance in monthly, quarterly, semi-annual or annual installments, as determined by the Board of Directors. Section 10.6 Certificate. The Association shall, upon demahd at any time, furnish to any Owner liable for a particular Assessment, a certificate in writing signed by an officer of the Association, setting forth whether said Assessment has been paid. Such certificate shall be conclusive evidence of payment of any Assessment therein stated to have been paid. Section 10.7 Lien Rights. All Assessments, together with interest thereon from the due date at the maximum rate allowed by law, and the cost of collection thereof (including reasonable attorneys' fees and administrative charges incurred by the Association), shall constitute a continuing lien on the Parcel -25- 08621' vm:, _-Jo....,.~}U r-j ~ J.~""" that shall bind sucn Parcel in the hands of the Owner, his heirs, devisees, personal representatives, successors and/or assigns, and shall also be the continuing personal obligation of the Owner of the Parcel. A Claim of Lien pertaining to said lien, stating the description of the Parcel, the name of the Owner, the amount due, and the due date may be recorded in the Public Records of the County by the Association at such time as an Assessment is not paid when due. Section 10.B Enforcement of Lien. Through its Board of Directors the Association may bring an action to foreclose the Claim of Lien against the Parcel in like manner as a foreclosure of a mortgage on real property, and/or bring a suit on the personal obligation against the Owner, and there shall be added to the amount owed, the cost of preparing and filing the complaint in such action (including reasonable attorneys' fees), and in the event a judgment is obta ined, such judgment shall also include interest on the obligation as above provided, the cost of collection (including reasonable attorneys I fees incurred in the action), and the costs of ,the action. Section 10.9 Proviso. A. Anything to the contrary herein notwithstanding, the fOllowing Parcels shall be exempt from the obligation to pay Assessments hereunder: (1) Any Parcels owned by Declarant that are designated as sand pine preserve areas in the Ecological Plan (as may be amended from time to time), or any Parcels owned by Declarant that are required by the Treasure Coast Regional Planning Councilor the City to be preserved as sand pine preserve areas. (2) That certain Parcel designated as Lot 51-B in that certain Quantum Park at Boynton Beach, P.1.D. Plat No.4, recorded in Plat Book 57, at pages 186 through IBB, inclusive, in the PUblic Records of the County, but said Parcel shall be exempt hereunder only for so long as said Parcel is held for use by Florida Power & Light Company as an electrical sUbstation. -26- OB62P ViU.: _~""'"T_:'\..J' J .. .I. ~-/ (3) Any Parcel owned by the Association. B. When an Institutional Mortgagee or oth~r Person becomes an Owner upon the foreclosure of the mortgage owned oy the Institutional Mortgagee or as a result of a deed given in lieu of fo reclosu re 0 f such mo rtgage, such Inst i tutional Mo rtgagee 0 r other Person (and their successors and assigns) shall not be liable for the unpaid share of Assessments attributable to the subject mortgaged Parcel which became due prior to the acquisition of title of the mortgaged Parcel by SUCh Institutional Mortgagee or other Person as a result of the foreclosure, or deed in lieu of foreclosure, unless the unpaid share of the Assessments is secured by a claim of lien for Assessments that was recorded prior to the recording of the subject mortgage owned by the Institutional Mortgagee. The unpaid share of Assessments that is subordinated under this Section 10.9.B. shall constitute a part of the Common Expenses collectible from all of the Owners, including such Institutional Mortgagee or other Person. Except as otherwise provided in this Section 10.9.B., an Institutional Mortgagee (or other Person) becoming ,an Owner upon the foreclosure of the mortgage owned by the Institutional Mortgagee or as a result of a deed in lieu of the foreclosure thereof (and their successors and assigns) shall be liable for assessments in the same manner as all other Owners in the Park. ARTICLE XI EASEMENTS Section 11.1 Easement Rights of Declarant. Declarant reserves unto itself, its designees, successors and assigns, perpetual easements over, upon, across, under, and/or through the Property (or any portion thereof), at any time, without the need for any joinder, ratification or consent oy the Association, any Owner, or any lienholder, provided, that said easements so reserved shall not (i) materially interfere with the uses for which the Property or any portion thereof are intended and/or (ii) create an unreasonable safety hazard. If requested, the -27- 0862P / ORB 5450 P3 1 136 Association, Owners and/or lienholders shall join in documents specifically describing the easements reserved hereunder for purposes of evidencing same. It is understood that such easements may be used at Declarant's, (or its designee's, successor's, or assigns') option for any purpose, including, but not limited to, constructing, installing, using, maintaining, repairing, inspecting, extending and/or replacing any and/or all: improvements and systems related to the Park and/or the Development Order; facilities reasonably necessary to service or market the Park; monitoring wells; electric, gas, water, sewer, security, drainage, irrigation, and all utility systems (including, but not limited to, telephone, radio, cable television, satellite master antenna television, cable distribution, and all communications systems); landscaping and water areas; pedestrian access; and/or loading operations. In addition, such easements reserved hereunder may be used for purposes of dredging any lakes and/or water management tracts within the Park; for hauling any fill, dirt, or other materials arising from the development of the Park; and for harvesting sand from sand pine areas and for forming additional sand pine preserve areas. Section 11.2 Easement Rights of Association. The Association shall have the power, through its Board of Directors, to grant to any Person perpetual easements over, upon, under, across and/or through the Common Areas, in its own name and without the joinder or approval of any Owner or lienholder, provided that said easements so created shall not materially and permanently interfere with the uses for which the Common Areas or any portion thereof are intended. Section 11.3 Easement Rights of Institutional Mortgagees. An easement is hereby granted to each Institutional Mortgagee for the purpose of access to the property subject to its mortgage. Section 11.4 Persons Bound; Beneficiaries. The easements set forth in this Article XI Shall run with the land and shall be binding upon every Owner and every claimant of the Property or any -28- 0862p ORB 5450;9:1:1 37 portion thereof or of any interest therein, and their r~spective heirs, executors, administrators, personal representatives, successo rs and ass igns and all Persons cla iming by, to rough 0 r under SUCh Persons. No action shall be taken that would significantly interfere with the easement rights set forth herein. Should the intended creation of any easement fail for any reason, then any such easement deemed not to be so created shall nevertheless be considered as having been granted directly to the Assoc iat ion fo r the purpose of allowing the 0 rig inal pa rty 0 r parties to whom the easements were originally granted or reserved the benefit of such easement, and the Owners designate the Declarant and/or Association as their lawful attorney in fact to execute any instrument on their behalf as may hereafter be required or deemed necessary for the purpose of creating or reserving such easement(s). ARTICLE XII OBLIGATIONS OF OWNER Each Owner, by becoming such, agrees that he shall be personally responsible for the payment of all Obligations that may become liens against his Parcel pursuant to this Declaration. Further, the amount of any lien granted to the Declarant and/or Association hereunder shall include, but not be limited to, the costs of enforcing the lien (including" but not limited to reasonable attorney's fees), and each such lien may be foreclosed I in the same manner as a mortgage against r~al property. Further, i in the event that an Owner owns more than one Parcel, a lien under this Declaration against any Parcel (the "Liened Parcel") owned by said Owner shall also constitute a lien against all other contiguous Parcels owned by said Owner as long as anyone of such Parcels is contiguous to the Liened Parcel. -29- 0862P ORB ~'4::.U n 1 1 ~d ARTICLE XII I STATUS AND WAIVER Section 13.1 Covenants. The terms contained in this Declaration shall be construed as covenants running with the land and shall inure to the benefit of and be enforceable by the Declarant, the Association (whiCh shall oe deemed the agent for all of its members for such purposes), and by any Owner or Owners. Section 13.2 Waiver. The failure of any Person to enforce any covenant or oOligation herein contained shall in no event be deemed a waiver by that or any other Person of its rights to thereafter enforce the same. No liability shall attach to the Declarant or an Owner for failure to enforce such covenants or obligations. ARTICLE XIV REMEDIES Section 14.1 Rights of Declarant and Association for Violation by Owner. In the event that an Owner violates or threatens to violate any provision of: (i) this Declaration, (ii) the Rules and RegUlations adopted by the Board of Directors, (iii) the Design Criteria, and/or (iv) other rules, restrictions, regulations, and criteria adopted oy the Board of Directors or the Declarant in accordance with this Declaration, the Association and/or Declarant Shall have the right to: A. seek any available relief in law and/or equity, inclUding but not limited to, damages and injunctive relief; and/or B. after five (5) days prior notice to the Owner (except in an emergency, when no notice shall be required), enter (or designate the proper Person or Persons to enter) upon the Owner's Parcel and/or any part of the Common Areas and summarily abate, cure, and/or remove any such violation without being liable for any manner of trespass; and/or C. Charge the Owner for all costs and expenses (including, out not limited to, reasonable attorneys' fees) incurred by the Association and/or Declacant in seeking and/or -30- 0862P ORE, 5450 t'3 1 139 , . enforcing any of' the remedies provided for herein, which charge shall constitute a lien against the Owner's Parcel in the same manner, and with the same enforcement rights, as the lien for unpaid Assessments described in Article X herein. Section 14.2 Rights of Declarant for violation by Association. In the event that the Association (i) fails to meet the maintenance standards established hereunder, (ii) makes or approves any unauthorized Improvements, (iii) fails to properly carryout its duties, or (iv) otherwise acts in violation of this Declaration or the Exhibits hereto or any rules, regulations, restrictions, and criteria adopted by the Board of Directors or the Declarant in accordance with this Declaration, Declarant, after five (5) days prior notice to the Association, shall have the right to: A. enter upon the Property as agent for the Association (whiCh agency is coupled with an interest) and remedy the violation, without being liable for any manner of trespass; and/or B. enforce the Association's obligations through any available legal and/or equ~table action; and/or C. seek any other remedy available in law and/or equity; and/or D. be reimbursed for all costs and expenses (including, but not limited to, reasonable attorneys' fees) incur red by Declarant in-seeking and/or enforcing any of the remedies provided for herein. Section 14.3 Rights of Owners for Violation by an Owner or Association. In the event that an Owner(s) or the Association violates or threatens to violate any provision of this DeClaration, or any rules and regulations adopted by the Board of Directors in accordance with this DeClaration, any Owner (or group of Owners) may seek any remedy available in law and/or equity. Section 14.4 Attorney's Fees. In the event that attorney's fees are incurred in any level of litigation arising under this Declaration (inCluding, but not limited to, trial and appellate proceedings) , the prevailing party shall be entitled to -31- 0862P reimbursement from the other party (or parties) to the litigation for the costs and reasonable attorney's fees incurred by the prevailing party. ARTICLE XV DURATION This Declaration, as amended, shall continue in full force and effect against the property and the Owners thereof until January 1, 2017, and shall, as then in force, be continued automatically, and without further notice, from such date for periods of ten (10) years each, without limitation, unless at least six (6) months prior to January 1, 2017, or at least six (6) months prior to the expiration of any successive ten-year period, a termination of this Declaration, approved by the City, shall have been recorded in the Public Records of the County (or other proper public recording office). Said termination of this Declaration must be executed and acknowledged by the President (or Vice-President) and Secretary (or Assistant Secretary) of the Association, and must be approved by the affirmative vote of f (i) at least two-thirds (2/3) of the Board of Directors, at least seventy five percent (75%) of the Voting Rights in the Park, and the City, or (ii) at least eighty five perce/lt (65%) of the Voting Rights in the Park, and the City. In the event that this Declaration is terminated under this provision, or any other provision or Article contained herein, a similar Declaration shall be executed and recorded in the Public Records of the County, if necessary to insure a continuation of the operational, administrative, and maintenance services performed by the Association hereunder. Declarant shall have no obligations or liabilities with respect to, or arising from, the termination of this Declaration. -32- 0662P Wi'.... _. ..... _ . _ ... _ ._ ARTICLE XVI INSURANCE Section 16.1 Liability Insurance. The Board of Directors shall obtain PUblic liability and property damage insurance covering all of the Common Areas and insuring the Association. the Board of Directors, and the Owners as its and their interests appear, in such amounts as the Board of Directors may determine from time to time. If possible, all liability insurance shall contain cross-liability endorsements to cover liability of the Owners as a group to an Owner. Section 16.2 Casualty Insurance. The Association shall obta in fire and extended coverage insurance, flood insu rance, if available, and vandalism and malicious mischief insurance, insuring all the insurable improvements within the. Common Areas and all personal property owned by the Association, in and for the interests of the Association, all Owners and their mortgagees, as their interests may appear, in an amount equal to the maximum insurable replacement value of said improvements and personal property as determined annually by the Board of Directors. Section 16.3 Workmen's Compensation pOlicy. The Association shall obtain a Workmen's Compensation pOlicy in an amount sufficient to meet the requirements of law. Section 16.4 Other Insurance. The Association shall obtain such other insurance as the Board of Directors may determine from time to time to be desirable. Section 16.5 Individual Liability Insurance. Each Owner shall be responsible for purchasing at his own expense all insurance applicable to his Parcel and the operation of his business thereon. Such insurance, where applicable, shall contain the same waiver of subrogation, if available at a reasonable cost, as referred to in Section 16.6 hereinafter. Section 16.6 Waiver of sUbroqation. If available at a reasonable cost, and where applicable, the Board of Directors shall endeavor to obtain polic,ies which provide that the insurer -33- 0862P VI\...' _''""'T...,J'''''''' i ':'I .... .4-T...4. waives its rights of subrogation as to any claims against Owners, the Association, and their respective servants, invitees, agents and guests. Sect ion 16.7 Insurance Reqa rd inq Outside Land. The Association is authorized to obtain and maintain the insurance necessary to comply with any agreement entered into under Section 9.3 herein. ARTICLE XVII ECOLOGICAL PLAN AND SAND PINE PRESERVE AREAS Section 17.1 General. Each Owner and the Association shall abide by and comply with the Ecological Plan, a copy of which shall be delivered to each Owner upon written request to the Association. The Ecological Plan may be amended from time to time by Declarant, subject to the prior written approval of the City and other governmental entities as may be required by the Development Order. Section 17.2 Sand pine Preserve Areas. A. Declarant's Rights and Obl~gations. 1. Obligations. Declarant shall be responsible for performing the obligations specifically set forth in the Ecological Plan as being the obligations of Declarant. 2. Rights. The Declarant expressly reserves the right to convey, lease, and/or develop, for industrial, office, or commercial purposes, any areas that are owned by Declarant and des ignated as sand pine preserve a reas in the Ecolog ical Plan, sUbject to the prior written approval of the City and other governmental entities as may be required by the Development Orde r. In the event that SUCh sand pine preserve areas are developed fo r indust rial, off ice, 0 r commerc ial purposes, SUCh Parcel or Parcels shall be assessed, and shall be maintained by the Owner thereof, in the same manner as other Parcels in the Park. B. Association's Obligations. Except as provided in Section 17.2.A. above, the Association shall be responsible for operating, maintaining, administering, repairing, and improl1ing -34- 0862P / ... VI'''' _' I _ "-" . ~ .. .. '_ any areas owned by Declarant within the Property that ar~ designated as sand pine preserve areas in the Ecological Plan and any areas owned by Declarant within the Property that are reauired by the Treasure Coast Regional Planning Councilor the City to be preserved as sand pine preserve areas, and the costs thereof shall be deemed to be a part of the Common Expenses. C. Certain Owner's Obligations. Areas within certain Parcels are designated as contingency areas under the Ecological Plan, and other areas within certain Parcels are required by the Treasure Coast Planning Councilor the City to be preserved as sand pine preserve areas, and the Owner of suCh a Parcel shall have the responsibility for preserving and maintaining such areas accordingly. This Section l7.2.C. shall not apply to Parcels owned by Decla rant, as such Pa rcels a re to be ma inta ined and preserved in accordance with Sections 17.2.A. and 17.2.B. above. Section 17.3 Swamp and Freshwater Marsn Habitat/Wetlands Surface Water Management System. A. Declarant's Obligations. 1. Tne Declarant shall ~stablish or preserve (a) a vegitated littoral zone of hardwood swamp and freshwater marsh habitat, (b) a wetland habitat, and (c) a buffer zone of native upland vegetation around wetland and deepwater habitats which are const ructed 0 r preserved by Decla rant with in the Pa rk, all in accordance with the Development Order. 2. Upon the establishment of the habitats in (a) and (b) above, Declarant shall implement a 2-year monitoring/ maintenance program to determine the success and survival rates of the planted areas. The monitoring shall occur twice annually during this 2-year period, and the maintenance shall occur as often as necessary during this 2-year period to control encroachment of pest exotic species. In the event that an 80% survival rate of the planted wetland species is not aChieved at the end of the 2-year period, additional planting shall De undertaken by Declarant to achieve the required survival rates. -35- 0862P "\ 3. The Declarant's obligations herein may be changed upon wri tten ag reement by and among the Decla rant, the City, and other governmental entities as may be required by the Development Order. B. Association's Obligations. Except as provided in Section 17.3.A. above, the Association shall be responsible for operating, maintaining, administering, repairing and improving the vegitated littoral zone of hardwood swamp and freshwater marsh habitat within the Common Areas, the wetland and deepwater habitats (and buffer zones of natural upland edge vegetation around same) within the Common Areas, and the Park's surface water management system within the Common Areas. ARTICLE XVII I CONVEYANCE FOR PUBLIC USE Anything to the contrary herein notwithstanding, the Assoc iat ion has the absolute right to ded icate 0 r convey, for public use, its right, title and interest in and to any portion of the Common Areas. The portion of theO Property so dedicated or conveyed hereunder may be maintained by the appropriate governmental body or by the Association. If the dedicated or conveyed property is to be maintained by a governmental body, the governmental body shall have a right of access to such property for purposes of maintaining said property. ARTICLE XIX INTERNAL SECURITY FORCE An internal security force ("Security Force") will be established within the Park by the Board of Directors. The Security Force shall be governed by rules and regulations adopted by the Board of Directors, and shall work in cooperation with the City of Boynton Beach Police Department ("Police Department"). The Security Force and the Police Department shall be entitled to use the Association's principa.). office within the Park (or, if so designated by the Association, a private, centrally-located -36- 0862P , \i1~i..1 _'"-r_''-I i;' .a. .l"""T-.' security facility building within the Common Areas) as the Park's security facility ("security facility") , for purposes of coordinating security efforts between the Security Force and the Police Department. All expenses incurred by the Association in connection with this Article XIX shall be deemed to be a part of the Common Expenses: provided, however, that any Owner of a Parcel in excess of fifty (50) acres that maintains its own security force ("private security force") for its Parcel shall not be required to contribute to the expenses incurred by the Association in connection with this Article XIX, as long as such private security force has been approved in writing by the Board of Directors. A private security force shall be approved by the Board of Directors when such private security. force protects and secures the Owner's Parcel in a manner at least equ~l to that of the Park's Security Force. The S~curity Force shall not enter upon a Parcel that maintains an approved private security force, except in the case of a bona fide emergency. ARTICLE XX 0 AMENDMENT Section 20.1 General Procedure. Except as otherwise specifically provided in this Declaration, any of the terms and provisions in this Declaration may be amended or deleted, and/or new terms and provisions may be created, by an amendment to this Declaration approved by the affirmative consent of sixty-five percent (65%) of the Voting Rights in the Park, except that an amendment chang ing the method of sharing the payment of Assessments under Section 10.2 herein must be approved by an affirmative consent of one hundred percent (100%) of the Voting Rights in the Park. The amendment shall be evidenced by a Certificate of Amendment executed with the formalities of a deed. The Certificate of Amendment need only be executed by the President or Vice President of the Association and attested by the Secretary or any Assistant Secretary of the Association unless otherwise provided in this Declaration, and shall include the -37- 0862P ,-,"i\L' _'~-J\.....J. ~ .I. ~""'T"'" recording data identifying this Declaration and a certification executed by such Officer and attested by such Secretary attacned thereto certifying that the amendment was made in accordance with the terms of this Declaration. Section 20.2 Proviso. Anything to the contrary herein notwi thstand ing: A. This Declaration may be amended by Declarant at any time without the joinder, ratification or approval of the Association, any Owner, or any lienholder, where such an amendment is specifically provided for in this Declaration, and, in addition, for the purpose of (i) submitting and subjecting additional lands to the terms of this Declaration as set forth in Article XXI below, and/or (ii) changing the name of the Park. Such Amendment, which shall be recorded in the publi.c Records of the County, need be executed and acknowledged only by the Declarant with the formalities of the execution of a deed, and shall include reference to the recording information identifying this Declaration; and no Certificate of the Association shall be required. o B. Until the Declarant specifically elects in writing to terminate this right of consent, all amendments to this Declaration must be consented to in writing by Declarant, and in the absence of such consent the Amendment shall be null and void. C. Until the City of Boynton Beach specifically elects in writing to terminate this right of consent, any amendment to Section 9.3.B. herein must be consented to in writing by the City of Boynton Beach, and in the absence of such consent the Amendment shall be null and void. D. Until the South Florida Water Management District specifically elects in writing to terminate this right of consent, any amendment affecting the Park's surface water management system must be consented to in writing by the South Florida Water Management District, and in the absence of such consent the Amendment shall be null and void. -38- 0862P , I Vr..Ct _i''''''..JLJ r~ J. J..,.{ ARTICLE XXI ADDITIONAL LANDS Declarant shall have the right to submit and subject additional land or lands and all improvements thereto and thereon ("Additional Land"), to all or some of the terms of this Declaration by recording in the Public Records of the County an instrument which shall (1) be executed by the Declarant and all record owners of the Additional Land with the formalities of a deed, (2) specify which terms of the Declaration are to apply to such Additional Land, (3) make reference to this Declaration, and (4) contain a legal description of the Additional Land. The Additional Land need not be a part of the land subject to the Development Order, and need not be zoned as a Planned Industrial Development District. Declarant shall have the rig-ht to submit and subject such Additional Land to the terms of this Declaration as often as it chooses to do so, in its sole and absolute discretion, and without the joinder, ratification or approval of the Association, any Owner or any lienholder. Upon the submission and subjection of Additional Land @ to the terms of this Declaration, such land shall be deemed to be a part of the Property and the owners of the Additional Land shall be entitled to enforce the terms of this Declaration, and shall likewise be subject to the terms hereof, as though all of the Additional Land were submitted and subjected to the terms of this Declaration when the Decla rat ion was 0 rig inally reco rded. Decla rant shall comply with applicable governmental land use regulations with respect to actions taken under this Article. ARTICLE XXII RIGHTS APPURTENANT TO LOT 55 Anything in this Declaration (and the Exhibits hereto) to the contrary notwithstanding, the following rights shall be appurtenant to that certain Parcel designated as Lot 55, according to that certain Quantum Park a,t Boynton Beach, P.LD. Plat No.5, rp.corded in Plat BooK 57, at pages 189 and 190, in the Public -39- OB62P ORB 5450?g 1 1 48 !<ecords of tne "original Owner" said Lot: County ("Lot 55"), only for (defined below) of said Lot 55 so long as the is the Owner of A. For purposes of this Article XXII, the "original Owner" of Lot 55 shall be the first Owner of Lot 55 subsequent to Declarant. B. The original Owner of Lot 55 shall be entitled to use said Lot 55 as a grocery distribution center without being in violation of tnis Declaration or tne Exhibits hereto (subject to applicable pUblic land use regulations). C. The original Owner of Lot 55 shall be entitled, unless otherwise precluded by law, to select one (1) member of tne Board of Directors at all times, and to select the replacement for sucn member in the event that such member selected by such original Owner vacates, for any reason, his or her position as a member of the Board of Directors. D. The rignts granted under this Article XXII shall not be modified or changed without the express written consent of the original Owner of Lot 55. 0 E. At such time as the original Owner of Lot 55 is no longer the Owner of said Lot 55, the provisions of this Article XXII snall be null and void. ARTICLE XXIII HAZARDOUS WASTE/HAZARDOUS MATERIALS CONTAMINATION RESPONSE PLANS A. Each Owner that uses, handles, stores, or displays nazardous materials or generates hazardous waste (which shall consist of the 129 priority pollutants, volatile organics, and trace materials referred to in tne Clean Water Act, administered by the Environmental Protection Agency, as amended from time to time) must: ( i) const ruct an appropriate spill hazardous materials from entering tne containment fo r cleanup storm water system, and to des igned prevent to nold spilled sucn materials -40- 0862P ORB 5450 P'3 '1 '149 drainage system, and serving all structures or areas where hazardous materials are used, handled, stored or displayed, or where hazardous waste is generated; and, (ii) develop an early warning monitoring program; and, (iii) remediate any contamination. The containment system and monitoring program shall be approved by the South Florida Water Management District and the Department of Environmental Regulation. B. To the extent applicable, the Association and each Owner shall comply with the terms of the Hazardous Materials Contamination Response Plans (as amended from time to time by the Declarant with the City's prior written approval, in consultation with the South Florida Water Management District, the Palm Beach County Emergency Preparedness Division, the Department of Environmental RegUlation, and the Treasure Coast Regional Planning Council). A copy of the Hazardous Materials Contamination Response Plans shall be delivered to an Owner upon written request to the Association. 0 C. Each Owner hereby indemnifies and agrees to hold the Association, the Declarant, and the members of the Committee, and their respective successors, heirs and assigns harmless from and against any loss, claim, liability, and/or damages (inclUding, but not limited to, costs and attorneys' fees) incurred by the indemnified party as a result of any action, suit, investigation, or proceeding pertaining to or arising from the indemnifying Owner's use, storage" handling, release, or introduction into the environment, of any hazardous waste, hazardous materials, regulated chemicals, or other regulated substances. D. The Association shall have the authority to purchase the insurance necessary to help protect the Association (and named additional insureds) from any loss, claims and/or liability pertaining to or arising from an Owner's (or Lessee's) use, storage, handling, release, or, introduction into the environment, of any hazardous waste, hazardous materials, regulated Chemicals, -41- 0862P " ,/ ..I - '__'w .. __-_ or other regulated substances, and shall have the authority to name the Declarant and/or the members of the Committee, and their respective successors, heirs and assigns as additional insureds. The cost of such insurance shall be deemed to be a part of the Common Expenses. ARTICLE XXIV NOTICE Any notice or other communication to an Owner (other than Declarant) shall be deemed properly given only when mailed in the U.S. mail or hand delivered to the address of the Owner as set forth in the Association's files. It shall be the Owner's responsibility to keep his address current with the Association. Any notice or other communication to Declarant shall be deemed properly given only when mailed in the U.S. mail, registered mail or certified mail, return receipt requested, to the Declarant at 2455 East Sunrise Avenue, Suite 1106, International Building, Fort Lauderdale, Florida 33404, or such other address provided by Declarant to the Owners and the Associcrtion. Any notice or other communication to the Association shall be deemed properly given only when mailed in the U. S. mail, registered mail or certified mail, return receipt requested, or hand delivered (and receipted for), to the Association at 2455 East Sunrise Avenue, Suite 1106, International Building, Fort Lauderdale, Florida 33404, or SUCh other address provided by the Association to the Owners and the Declarant. ARTICLE XXV RIGHT TO MODIFY, CANCEL, OR LIMIT Anything to the contrary herein notwithstanding, Declarant specifically reserves the absolute and unconditional right, without any joinder, ratification or approval of the Association, any Owner or any lienholder, to alter, modify, change, revoke, rescind, limit or cancel any' of the terms contained in this Declaration and/or to add new terms to the Declaration, When required to do so by any applicable governmental authority. -42- 0862P , 1./1\..' _,"" T _' \-J ';0 ... ~ --'... ARTICLE XXVI ASSIGNMENT Any and/or all of the rights, powers, obligations, easements and estates ("rights and obligations") reserved by or granted to the Decla rant hereunder may be ass igned by the Decla rant. The assignment shall be (a) in writing, (b) recorded in the Public Records of the County, and (c) joined in by the assignee for purposes of evidencing assignee's acceptance of the rights and obligations so assigned. After any such assignment by the Declarant, Declarant shall be relieved and released of all rights and obligations so assigned. ARTICLE XXVII SEVERABILITY The determination of any Court that any provision of this Declaration is unenforceable, invalid or void shall not affect the enforceability or validity of any other provisions hereof. o ARTICLE XXVII I APPLICABLE LAW/VENUE This Declaration shall be interpreted according to the laws of the State of Florida, and the proper venue of any actions arising hereunder shall be Palm Beach County, Florida. ARTICLE XXIX CAPTIONS The captions used in this Declaration and EXhibits annexed hereto are inserted solely as a matter of convenience and shall not be relied upon and/or used in construing the effect or meaning of any of the text of this Declaration or EXhibits hereto annexed. -4 )- 0862P ORB 54-50?'3 j 152 ARTICLE XXX SINGULAR/PLURAL - MASCULINE/FEMININE Words used herein in the singular shall include the plural (and vice versa), and words in the masculine shall include words in the feminine or neuter gender (and vice versa), unless the text thereof expressly requires the contrary. ARTICLE XXXI VETO POWER Until the veto right under this Article XXXI is specifically waived in writing by Declarant, Declarant hereby expressly reserves the right to veto any or all of the fOllowing events and/o r act ions, and upon such veto, such vetoed events and/o r actions shall be null and void: A. Adoption of Association budgets, annual or otherwise, which constitute a change of at least fifteen (15%) percent (over or under) from the prior year's budget: B. Approval or disapproval by the Committee of any Improvement within the Park: e C. Attempted resubdivision of the Property, or any part thereof: D. The entering into management contracts by the Association: E. Attempted relocation, termination, or conveyance of any Common Areas: F. Assessment for capi tal improvements imposed by the Association: G. Attempted settlement of any claim made by the Association to collect upon any policy of casualty insurance whiCh insures the Common Areas: H. Attempted cancellation or reduction of insurance coverage insuring all or any part of the Common Areas; I. Attempted dissolution of the Association. -44- 0862P "\ .... 1 h.' _, I..J -., '. . . _'""-J AnTICLE XXXII DISSOLUTION OF ASSOCIATION In the event the Association is dissolved, the Common Areas shall be conveyed to: (1) a non-profit corporation that is organized for purposes similar to those of the Association, or (2) a governmental body or public agency. The entity or entities ("New Entity") to which the Common Areas are conveyed shall then assume the obligations of the Association hereunder regarding said Common Areas, and the New Ent i ty shall have the same assessment, lien and enforcement rights against the Owners and Parcels as the Association has hereunder. In the event that no such conveyance is made under (1) or (2) above, and the Association is dissolved, the Association shall, nevertheless, continue to exist as an unincorporated membership organization with the same rights and obligations of the Association hereunder. ARTICLE XXXIII RESTRICTIONS PREVAIL OVER LESS STRINGENT GOVERNMENTAL REGULAtIONS Where the covenants and restrictions Declaration impose minimum standards more governmental standards and regulations, the restrictions in this Declaration shall prevail, precluded by Florida law. set forth in this stringent than covenants and unless otherwise ARTICLE XXXIV LESSEES Owners shall be responsible for all acts and actions of their Lessee(s). Lessees shall comply with this Declaration (and the Exhibits hereto), as well as any rules, regulations, restrictions and criteria adopted by the Board of Directors or the Declarant hereunder, in the same manner as an Owner, and any violation of same by a Lessee shall be treated as a violation by the Owner. -45- 0862P , V/'(t! =->.Lt-:JU r~ J. J. :J..... ARTICLE XXXV AMENDMENTS TO GOVERNMENTAL LAND USE REGULATIONS With respect to any Parcels owned by Declarant, the Declarant hereby reserves the right to amend at any time, and from time to time, the Development Order, the Master Site Development Plan, the City's Zoning and/or Comprehensive Plan designation, and any Plat of public record, without any approval, consent, or joinder of any Owner, any lienholder, or the Association. In the event that the applicable governmental body requires the approval, consent and/or jo inder of any Owner, 1 ienholder, 0 r the Assoc iat ion, then the Declarant is hereby appointed as the agent for such parties for purposes of signing any and all documents required by such governmental body in connection therewith, and/or such parties shall be required to sign the approvals, consents,. and joinders necessary to carry out the amendments hereunder. In connection with any amendments under this Article, the Declarant and/or the Association shall have the authority to alter, realign, or convey a portion of the Common Areas, provided that the rights of the Owners are not significantly and ad~ersely affected by such alteration, realignment or conveyance. ARTICLE XXXVI MORTGAGEE CONSENT AND ACCEPTANCE In the event that The Chase Manhattan Bank (N.A.), a national banking association (the "Bank") or other Person acquires the fee simple title to the Property (or part thereof) upon the foreclosure of tne Bank's "Mo rtgage" (def ined in the fo llowing sentence) or upon delivery of a deed in lieu of foreclosure of the Bank's "Mortgage", the Bank or Person acquiring such title shall be entitled to exercise any and/or all of the rights of Declarant under this Declaration, and Declarant shall execute the documents necessary to evidence suCh rights. For purposes of this Article tne Bank's "Mo rtgage" sha 11 mean and refer to tne Bu ild ing Loan Mortgage (and all amendments thereto) described in the Consent and Acceptance of Mortgagee annexed to this Declaration. -46- 0862P ---..... ARTICLE XXXVII EFFECTIVE DATE OF THIS DECLARATION This Declaration shall become effective up:ln its recordation in the PUblic Records of the County. IN WITNESS WHEREOF, the Declarant has caused this Declaration be duly executed by a General Partner this 14L+l> day of to October, 1987. SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: (1) ::Pa~]~ ( 2) lJ.dl'f "'. ..a. (!,;.,J QUA'~ATES By: .,0 Edward B. Deutscn, as General Partner STATE OF FLORIDA ) ) 55. ) COUNTY OF BROWARD The foregoing instrument was acknowledged before me this /~ day of October, 1997, by EDWARD B. DEUTSCH, as General Partner of o QUANTUM ASSOCIATES, A Florida General Partnership, on behalf of the PartnerShip. ...... "'" ..' f. . ~ ri}. C'.tJ.~.-'-' Notary PUblic My commission expires: ,', ......... . 4') .: ~ 4, '" . . o/(SEAl-l: 0 '0. 0_ :~:,.\.. !~; ~: ..ioc.:' ", \ ", "'. ~ ..~.>:.~,. "'" :.. ;......... .... " 10'ARY PUBLIC SIAIE OF FLORIDA II CORRISSIOI EXP. APR 2~.19B9 BOIOEO IHRU GEItBAL liS. URO. -47- 0862P Vr\O ->..........>u r':i .1 ~ _)0 JOINDER AND ACCEPTANCE OF ASSOCIATION FOR GOOD AND VALUABLE CONSIDERATION. receipt whereof is hereby acknowledged, QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC.. a Florida nonprofit corporation, hereby agrees to accept all of the benefits and all of the duties, responsibilities, obligations, and burdens imposed upon it by the provisions of this Declaration and exhibits attacbed hereto. IN WITNESS INC., a Florida be duly signed October, 1987. WHEREOF. QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, nonprof it co rpo rat ion, has caused these p~sents to in its name by its President, this.l!l:!::. day of SIGNED, SEALED AND DELIVERED 'RERENCE OF', ~ (l)~H;J. ~_ I/"" (2)~ :7.~ K PROPERTY OCIATION. INC. By: (CORPORATE SEAL) STATE OF FLORIDA 55. COUNTY OF BROWARD The foregoing instrument was acknowledged before me this 1!1:!!: day of October, 1987, by EDWARD B. DEUTSCH, as President of QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC., a Florida nonprofit corporation, on behalf of the corporation. ..' ~ ,J:. ~ Notary PUblic . .. ~..""'" . \ ....(NOTAR:1Al,' IMPRESSION .... .'7 , 0 ":.-SEAL) ',,:~ {.. 'Co : L /:',: .... ~':~.,:.~'~J......-.: .:..~~" , My Commission Expires: IOTAAY PUBLIC STATE or rlOAIO~ MY COMMISSION EXP. APA 24,1909 10110(0 IHAU GENERAL INS. UlO. -48- 0862P , 1l1i0 ~...,.::>U rs I l::> ( CONSENT AND ACCEPTANCE OF MORTGAGEE FOR GOOD AND VALUABLE CONSIDERATION, receipt whereof is hereby acknowledged, The Chase Manhattan Bank (N.A.), a national banking association, the owner and holder of that certain Building Loan Mortgage recorded in Official Records Book 4696, Page 58, in the Public Records of Palm Beach County, hereby consents to and accepts the terms and provisions of the foregoing Declaration of Protective Covenants, and consents to the recording of said Declaration in the Public Records of Palm Beach County. (1):t#~ (21.'~ _ -,/ :)JJ~ /lti; J /: STATE OF )lu.- r"~L COUNTY OF ,/,z~<,,: rJ.~L THE CHASE MANHATTAN BANK (N.A.), A National Ba 'g A 0 . tion By: ') ) ", Its Vlce P eSldent Edward Snev11n, ~r. WITNESSES The foregoing instrument was acknowledged before me this!.2.. n; day of -- t){.....-J, 1987, by Edward Snevlin, ~~ as Vice President of THE CHASE MANHATTAN BANK (N.A.), a national banking association, on behalf of said Association. (~OTARY SEAL) /f ' /J, ' ( :l.e--dL~<'~~-~<.- Notar~ Public My Commission Expires: CATHERINE INDIMINf: ItotlIry Public, SllIle of New Yorl< No. 41";839110 Qualified In Queens County Commission Explr.s April 6. 1989 . ..~ . . ::.,._:.:~:,(~~~.r) ',. -49- 0862P \1,,1:> ~~::>u 1"'3 :1 :1 ::>~ 101487-3 1885P . ALL OF THE PROPERTY PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.LD. PLAT NO.1-A, RECORDED IN PLAT BOOK 57, AT PAGES 180 AND 181. IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. AND ALL OF THE PROPERTY PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO.1, RECORDED IN PLAT BOOK 57, AT PAGES 182 AND 183, IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. AND ALL OF THE PROPERTY PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO.2, RECORDED IN PLAT BOOK 57, AT PAGES 184 AND 185, IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. AND ALL OF THE PROPERTY PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO.4, RECORDED IN PLAT BOOK 57, AT PAGES 186 THROUGH 188, INCLUSIVE, IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. AND ALL OF THE PROPERTY PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO.5, RECORDED IN PLAT BOOK 57, AT PAGES 189 AND 190, IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. , AND ALL OF THE PROPERTY PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO.6, RECORDED IN PLAT BOOK 57, AT PAGES 191 THROUGH 193, INCLUSIVE, IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. AND ALL OF THE PROPERTY PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO.7, RECORDED IN PLAT BOOK 57, AT PAGES 194 AND 195, IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. AND ALL OF THE PROPERTY' PLATTED PURSUANT TO THAT CERTAIN PLAT OF QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO.8, RECORDED IN PLAT BOOK 57, AT PAGES 196 AND 197, IN THE PUBLIC RECORDS OF PALM BEACH COUNTY. AND A PARCEL OF LAND LYING IN THE SOUTHWEST ONE-QUARTER (SW 1/4) OF SECTION 16, TOWNSHIP 45 SOUTH, RANGE 43 EAST, COUNTY OF PALM BEACH, STATE OF FLORIDA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT ,THE WEST ONE-QUARTER (W 1/4) CORNER OF SAID SECTION 16; THENCE SOUTH 88028'32" EAST ALONG THE NORTH LINE OF THE SOUTHWEST ONE-QUARTER (SW 1/4) OF SAID SECTION 16 A DISTANCE OF 706.07 FEET; THENCE SOUTH 01031'28" \~EST A DISTANCE OF 120.92 FEET TO THE SOUTH RIGHT-OF-WAY' LINE OF N.W. 22ND AVENUE, AS SAID RIGHT-OF-WAY IS DESCRIBED IN DEED RECORDED IN OFFICIAL RECORD BOOK 2228 PAGE 577 OF THE PUBLIC RECORDS OF SAID COUNTY AND THE POINT OF BEGINNING; THENCE SOUTH 86017'07" EAST ALONG SAID SOUTH RIGHT-OF-WAY LINE A DISTANCE OF 607.72 FEET TO 'fHE WEST RIGHT-OF-WAY LINE OF THE SEABOARD ALL FLORIDA RAILWAY EXHIBIT "A" \ RIGHT-OF-WAY 1 AS SAID RIGHT-OF-WAY LINE IS DESCRIBED IN FINAL JUDGMENT (TRACT ONE) OF THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT OF FLORIDA, PALM BEACH COUNTY, RECORDED IN MINUTES CIRCUIT COURT, NO. 14 AT PAGE 470, AND DATED APRIL 15, 19261 THENCE SOUTH 14008'00" WEST ALONG SAID \iEST RIGHT-OF-WAY LINE A DISTANCE OF 1,188.51 FEET TO THE SOUTH LINE OF THE NORTHWEST ONE-QUARTER (NW 1/4) OF THE SOUTHWEST ONE-QUARTER (SW 1/4) OF SAID SECTION 161 THENCE NORTH 88046' 25" WEST ALONG SAID SOUTH LINE A DISTANCE OF 472.10 FEET TO THE EAST RIGHT-OF-WAY LINE OF HIGH RIDGE ROAD AS SAID RIGHT-OF-WAY IS SHOWN ON THE PLAT OF QUANTUM PARK AT BOYNTON BEACH, P. I. D. PLAT NUMBER 6, THENCE ALONG SAID EAST RIGHT-OF-WAY LINE THROUGH THE FOLLOWING 4 NUMBERED COURSES AND DISTANCES. 1) NORTH 14010' 59" EAST A DISTANCE OF 343.76 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE WEST HAVING A RADIUS OF 1,600.00 FEET AND A CENTRAL ANGLE OF 14042'16". 2) NORTHERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 410.63 FEET TO A POINT OF TANGENCY. 3) NORTH 00031'17" WEST A DISTANCE OF 416.77 FEET. 4) NORTH 46035' 48" EAST A DISTANCE OF 36.64 FEET TO THE POINT OF BEGINNING. AND A PARCEL OF LAND LYING IN SECTION 17, TOWNSHIP 45 SOUTH, RANGE 43 EAST, COUNTY OF PALM BEACH, STATE OF FLORIDA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH ONE-QUARTER (N 1/4) CORNER OF SAID SECTION 171 THENCE NORTH 89016' 21" EAST ALONG THE NORTH LINE OF SAID SECTION 17 A DISTANCE OF 1,254.65 FEET TO THE EAST LINE OF THE WEST ONE-HALF (W 1/2) OF THE NORTHEAST ONE-QUARTER (NE 1/4) OF SAID SECTION 171 THENCE SOUTH 00003'05" EAST ALONG SAID EAST LINE A DISTANCE OF 54.00 FEET TO A POINT ON ~HE SOUTH RIGHT-OF-WAY LINE OF MINER ROAD AS SAID RIGHT-OF-WAY IS DESCRIBED IN DEED RECORDED IN OFFICIAL RECORD BOOK 4594, PAGE 14 51 OF THE PUBLIC RECORDS OF SAID COUNTY. SAID POINT ALSO BEING THE POINT OF BEGINNING1 THENCE CONTINUE ALONG SAID EAST LINE WITH A BEARING OF SOUTH 00003' 05" EAST A DISTANCE OF 2571.44 FEET TO THE EAST-WEST ONE-QUARTER (EW 1/4) LINE OF SAID SECTION 171 THENCE ,,!ORTH 89008' 39" EAST ALONG SAID EAST-WEST ONE-QUARTER (EW 1/4) LINE A DISTANCE OF 356.29 FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF NORTHWEST 22ND AVENUE AS SAID RIGHT-OF-WAY IS DESCRIBED IN DEEDS RECORDED IN OFFICIAL RECORD BOOK 1738, PAGE 1686 AND OFFICIAL RECORD BOOK 4594, PAGE 1454 OF THE PUBLIC RECORDS OF SAID COUNTY SAID POINT BEING ON AN ARC OF A CURVE CONCAVE SOUTHERLY, (A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 19051' 50" WEST) THENCE TRAVERSING ALONG SAID NORTHERLY RIGHT-OF-WAY LINE THROUGH THE FOLLOWING 2 NUMBERED COURSES AND DISTANCES: 1) SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1,691.02 FEET AND THROUGH A CENTRAL ANGLE OF 23022'04" A DISTANCE OF 689.68 FEET TO A TANGENT LINE1 2) SOUTH 46046' 06" WEST ALONG SAID TANGENT LINE A DISTANCE OF 614.71 FEET TO THE EASTERLY RIGHT-OF-WAY LINE OF QUANTUM BOULEVARD AS SAID BOULEVARD IS SHOWN ON THE PLAT OF QUANTUM PARK AT BOYNTON BEACH, PLAT NO.2, THENCE, TRAVERSING ALONG THE RIGHT-OF-WAY LINE OF SAID QUANTUM BOULEVARD AS SAID RIGHT-OF-WAY IS SHOWN ON SAID PLA'f THROUGH THE FOLLOIHNG 11 NUMBERED COURSES AND DISTANCES: 1) NORTH 88013'54" WEST A DISTANCE OF 35.36 FEET: 2) NORTH 43013' 54" WEST A DISTANCE OF 22.77 FEET TO 'fHE BEGINNING OF A CURVE CONCAVE TO THE EAST HAVING A RADIUS OF 450.00 FEET AND A CENTRAL ANGLE OF 62013'54"1 -2- 1885P 3) . NORTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 4, FEET TO A POINT OF TANGENCY; 4) NORTH 19000'00" EAST A DISTANCE OF 620.00 FEET TO BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS 688.70 FEET AND A CENTRAL ANGLE OF 58000'00"; 5) NORTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 697.1 FEET TO A POINT OF TANGENCY; 6) NORTH 39000'00" WEST A DISTANCE OF 230.00 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 550.00 FEET AND A CENTRAL ANGLE OF 131054'17"; 7) WESTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 1266.19 FEET TO A POINT OF TANGENCY; S) SOUTH 09005'43" WEST A DISTANCE OF 280.00 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 6,887.50 FEET AND A CENTRAL ANGLE OF 03028'30"; 9) SOUTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 417.73 FEET TO A POINT OF TANGENCY; 10) SOUTH 12034'13" WEST A DISTANCE OF 287.98 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 450.00 FEET AND A CENTRAL ANGLE OF 67039'59"; 11) SOUTHWESTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 531.45 FEET TO THE CENTERLINE OF THE LAKE WORTH DRAINAGE DISTRICT E-4 CANAL AS SAID CANAL IS DESCRIBED IN DEED RECORDED IN OFFICIAL RECORD BOOK 4788, PAGE 1983 OF THE PUBLIC RECORDS OF SAID COUNTY; THENCE, DEPARTING FROM THE RIGHT-OF-WAY OF SAID QUANTUM BOULEVARD AND TRAVERSING ALONG THE CENTERLINE OF SAID E-4 CANAL THROUGH THE FOLLOWING 5 NUMBERED COURSES AND DISTANCES; 1) NORTH 07010'49" WEST A DISTANCE OF 190.52 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 750.00 FEET AND A CENTRAL ANGLE OF 19045'02"; 2) NORTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 258.53 FEET TO A POINT OF TANGENCY; 3) NORTH 12034'13" EAST A DISTANCE OF 271.47 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 6,500.00 FEET AND A CENTRAL ANGLE OF 03028'30"; 4) NORTHERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 394.23 FEET TO A POINT OF TANGENCY; 5) NORTH 09005'43" EAST A DISTANCE OF 1818.49 FEET TO THE WESTERLY PROLONGATION OF THE SOUTH RIGHT-OF-WAY LINE OF SAID MINER ROAD; THENCE TRAVERSING ALONG SAID WESTERLY PROLONGATION AND THE SOUTH RIGHT-OF-WAY LINE OF MINER ROAD THROUGH THE FOLLOWING 5 NUMBERED COURSES AND DISTANCES: 1) NORTH 89016'21" EAST A DISTANCE OF 148.15 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 2,354.00 FEET AND A CENTRAL ANGLE OF 07050'43"; 2) EASTERLY AND NORTHERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 322.32 FEET TO A TANGENT LINE; 3) NORTH 81025'38" EAST ALONG SAID TANGENT LINE A DISTANCE OF 446.45 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 2,246.00 FEET AND A CENTRAL ANGLE OF 07050'43"; -3- lS85P --- \11\.... _" "__ '</ ... ...-..... 4) EASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 307.54 FEET TO A TANGENT LINE; 5) NORTH 89016'21" EAST ALONG SAID TANGENT LINE A DISTANCE OF 773.50 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT THE FOLLOWING DESCRIBED PARCEL: A parcel of land lying in Section East, County of Palm Beach, particularly described as follows: 17, Township 45 South, Range 43 State of Florida, and more Commencing at the North one-quarter (101 1/4) corner of said Section 17; thence, South 890 16' 21" West along the No rth 1 ine of the Northwest one-quarter (NW 1/4) of said Section 17 a distance of 621.66 feet to the East right-of-way line of the LaKe Worth Drainage District Equalizing Canal E-4 as said right-of-way is described in deed recorded in Official Record BooK 1732, Page 612 of the Public Records of said County; thence, South 090 OS' 43" West along said East right-of-way line a distance of 160.35 feet to the proposed South R/W line of Miner Road and the point of beginning; thence, continue South 09005' 43" West along the East right-of-way line of said E-4 Canal a distance of 842.77 feet; thence, South 80054'17" East a distance of 216.01 feet: thence, North 67000'13" East a distance of 318.88 feet; thence, South 13021'37" East along the North prolongation of a qldial line a distance of 402.52 feet to a point on the arc of a curve, concave to the South having a radius of 550.00 feet and a central angle of 64021'37"; thence, Easterly and Southerly along the arc of said curve a distance of 617.81 feet to a point of cusp: thence, North 39000'00" West a distance of 215.00 feet to the beginning of a curve concave to the East having a radius of 650.00 feet and a central angle of 65030'00"; thence, Northerly along the arc of said curve a distance of 743.07 feet to a point of reverse curve, which is a curve concave westerly having a radius of 1320.00 feet and a central angle of 25027'25"; thence, Northwesterly along the arc of said curve a distance of 586.48 feet to a point on the proposed South R/W line of Miner Road, said right-of-way line being a curve concave to the South having a radius of 2246.00 feet, and a central angle of 03014'12", a radial line passing through said point bears North 05020'09" West; thence, westerly along the arc of said curve a distance of 126.88 feet to a tangent line: thence, South 81025'38" West a distance of 446.45 feet to the beginning of a curve concave to the North having a radius of 2354.00 feet and a central angle of 07050'43"; thence, Westerly along the arc of said curve a distance of 322.32 feet to a tangent line; thence, South 89016'21" West along said tangent line a distance of 59.35 feet to the point of beginning, lessing and excepting therefrom a parcel of wetlands lying in Section 17, Township 45 South, Range 43 East, County of Palm Beach, State of Florida, and more particularly described as follows: Commencing at the North one-quarter (N 1/4) corner of said Section 17; thence South 890 16' 21" West along the North line of the Northwest one-quarter (NW 1/4) of said Section 17 a distance of 621.66 feet to the East right-of-way line of The Lake Worth Drainage District Equalizing Canal E-4 as said right-of-way is described in Deed recorded in Official Record Book 1732, Page 612 of the Public Records of said County; thence, South 090 05' 43" West along said East right-of-way line a distance of 160.35 feet to the proposed South R/W line of Miner Road thence, North 89016'21" East along said South right-of-way line a distance of 59.35 feet to the beginning of a curve concave to the North having a radius of 2354.00 feet and a central angle of 05046'27"; thence, Easterly along the arc of said curve a distance of 237.23 feet to the point of beginning; thence, traversing along the limits of a parcel representing 3.800 acres of wetlands through the following 19 numbered courses and distances: -4- 1885P un" ":';"'1-:Ju r~ :i .l 0..::. 1) South 000 43' 39 East a distance of 303.48 feet; 2) South 810 07' 33 East a distance of 62.13 feet; 3) South 700 01' 59 East a distance of 84.82 feet; 4) North 620 26' 00 East a distance of 53.48 feet; 5) North 720 12" 44 East a distance of 38.78 feet; 6) North 520 49' 36 East a distance of 20.10 feet; 7) North 440 39' 48 West a distance of 33.89 feet; 8) North 350 31' 41' East a distance of 22.44 feet; 9) South 500 44' 13 East a distance of 12.29 feet; 10) North 870 58" 28 East a distance of 308.11 feet; 11) North 020 05' 16 West a distance of 67.86 feet; 12) North 050 07' 19 West a distance of 40.44 feet; 13) North 110 00' 23 West a distance of 56.23 feet; 14) North 150 02' 07 West a distance of 30.08 feet; 15) North 240 04' 50 West a distance of 28.20 feet; 16) North 470 17' 34 West a distance of 5.22 feet; 17) North 460 03' 51" West a distance of 126.85 feet to the South right-of-way line of said Miner Road; 18) South 810 25' 38" West along said South right-of-way line a distance of 340.09 feet to the beginning of a curve concave to the North having a radius of 2354.00 feet and a central angle of 020 04' 16"; 19) Westerly along the arc of said curve a distance of 85.10 feet to the point of beginning. o -5- 1885P ~~~~~~~~~~~~~~~~~~~~~~ ~ f . ;~ ~n\'3 jfj u-n'G 5\?~ eO I 5~ ~ t 0 ~ t\lJ~ ~ a ,~~,--.'~ t' 5\-!~ ~o~ t. -~, -=.'- -",-', l~a [(O~ ::>JlC " ". U ::>JlC ~n\3 U-n\3 ~ ~ ~n\'3 ~ln\3 ~ ~ ~ ~ ~~~ 1IJl'partml'ttt of ~tatl' 5\?~ ~n\3 i1n~ ~ ~v);! ~ ~ "u", u-n\3 ~e I certify that the attached is a true and correct copy of the 5W5 ~n\3 fJn\3 ~ Articles of Incorporation of QUANTUM PARK PROPERTY OWNERS' 5W~ ~n\'3 u-n\3 ~ ASSOCIATION. INC~ a corporation organized under the Laws of the ~);! ~ ~ 5~e State of Florida, filed on October 14, 1987. as shown by the records 5~e r.rnt<. of this office. ant<. ~ ~ ifnt<. ant<. 5Q~ 5~~ r.r~ The document number of this corporation is N!l3003. r.r({ij, 5~~ 3~~ ~ a~ 5~e 5~e ~ ~ ~ ~ ~ ?,1~ ~.% ~ ~ ~~ ~ ~ ~ ?,1~ ~ ~ ~ r.r~ 5~~ ~il:Jrn unbrr mp' bnnb nnb tbr 3~e r.rnt<. ~nt: 5~~ ~rrnt ~rnl of tbr ~tatr of j'loribn. 5~~ r.rn~ at trnllabnssrr. tbr (!Capital. tbis tl)r ~~ 5~~ ~E1i;'" ' 14th bap. of October, 1987. 5\l~ lint<. ;O~~!~~!i~", r.rnt<. 5~~ t.~/;3f; '''~q;;,. 3~~ tOl j~}r"r;,."t ",.-f.at:'f~ " ~~ ~ ~~~~<;~ ~ ~~~ " ~~j~b~~':~.i ,E" 3~e ~ ,~.,~~~~1', "./ ~ ~Q~ '",~~;-..c.. 0.'.... ~v~ ~ "."..~~:~~~.~~:,;~,!~~~." ilJim ~it~ 'f,fNiS /lQt! @>rrrrtllfU Ilf @otmr '?lVP 1 ~~ CR2E022 110.85) 'iI~ ~~~~~~~~~~~~~~~~~~~~~~~ \~~~~~~~~~~~~~~~~~~~~~~~ EXHIBIT "B" Ulil:l ~~::>U i'9 1 1 b~ 101287-2 0861P ARTICLES OF INCORPORATION OF QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC. The undersigned, hereby establishes the following for the purpose of becoming a nonprofit corporation under the laws of the State of Florida, by and under the provisions of the statutes of the State of Florida providing for the formation, liability, rights, privileges and immunities of a corporation not for profit. ARTICLE I Name of Corporation The name of this Corporation (hereinafter the "Corporation") shall be QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC. ARTICLE II Purposes Quantum Associates, a Florida General Partnership, its successors and assigns, collectively referred to herein as "Declarant", is developing certain prope/ty in the City of Boynton Beach, Palm Beach C?unty, Florida, known as "Quantum Park at Boynton Beach" (hereinafter the "Park"). The Park is more particularly described in the Declaration of Protective Covenants of the Park (hereinafter the "Declaration"), the Declaration to which these Articles of Incorporation are attached as an Exhibit. The purpose of this Corporation is to own, lease, maintain,' operate, and/or administer certain property within or related to the Park, and to carry out its rights and duties set forth in the Declaration. ARTICLE III Powers and Limitations A. The Corporation shall have the power: 1. To own, lease, operate, maintain, and administer the Common Areas, and other property within or related to the Park in accordance with the Declaration. 011'1:\ ~4JU 1'9 :1 1 b~ 2. To reasonable rules Park. establish, through its Board of Directors, and regulations regarding the property within the 3. To carry out all the powers and duties vested in the Corporation pursuant to these Articles and the Bylaws of the Corporation, and pursuant to the Declaration. 4. To do all things necessary to carry out the opera- tion of the Corporation as a natural person might or could do and to exercise and enjoy all the powers, rights and privileges granted to or conferred upon corporations of similar character by the provisions of Chapter 617, Florida Statutes, and Chapter 607, Florida Statutes, respectively. ' 5. To engage professional management agents to manage its affairs, and pay a fee therefor. 6. To grant easements and leases to any Person (as said term is def ined in the Declaration) over, under, through, and/or across the Common Areas, for or without compensation to this Corporation, without any need to obtain the approval or joinder of any member or lienholder thereof. 7. To assess members of the Association, and enforce such assessments in accordance with the Declaration. B. The Corporation is not organized for profit, nor shall it have the power to issue certificates of stock or pay dividends. C. All funds and title to all interests in property acquired by the Corporation, whether fee simple or leasehold or otherwise, and the proceeds thereof shall be held in trust for members of the Corporation. D. The Corporation shall not be authorized to make any un- reasonable accumulations of cash or assets as determined by the Internal Revenue Code or the rules and regulations pursuant thereto. ARTICLE IV Corporate Existence This Corporation shall have perpetual existence unless sooner dissolved by law. The Corporation may be dissolved upon unanimous resolution to that effect being adopted by the members of the Board of Directors and approved by an af;irmative vote of at least eighty-five percent (85\) of all of the total voting rights in the Park, and, after receipt of an appropriate decree of dissolution, if such decree is necessary at the time of dissolution as set forth in Florida Statutes, Chapter 617, or statute of similar import. ARTICLE V Qualifications for Members and Manner of Admission and Voting Riqhts 1. All Owners in the Park shall be members of the Corporatio.n. An Owner shall automatically be a member of the Corporation upon the recording in the Public Records of the County, of the document evidencing the Owner's fee simple title to a Parcel. 2. Voting Rights shall be based on the formula of one vote per acre within a Parcel owned by a member. Fractional portions 086lP .-2- / of acres shall be rounded up or down depending on the size of the fraction; fractional portions equal to or greater than 1/2 of an acre shall be rounded up, while fractional portions less than 1/2 of an acre shall be rounded down (for example, a 10.3 acre Parcel owned by a member will be entitled to 10 votes, and a 10.7 acre Parcel owned by a member will be entitled to 11 votes). Anything to the contrary herein notwithstanding, a Parcel less than 1/2 of an acre shall be entitled to one (1) voting Right. If a parcel is owned by two (2) or more Owners, the voting rights applicable to such Parcel shall be determined as if there were only one (1) Owner. ARTICLE VI Directors 1. The business of this Corporation shall be conducted by a Board of Directors, consisting of not less than three" (3) nor more than seven (7) Directors. The initial Board of Directors shall consist of three (3) Directors. 2. The election of directors, their removal and the filling of vacancies on the Board of Directors shall be in accordance with o the Bylaws of this Corporation. 3. The directors herein named (see Article IX) shall serve until their successors are duly elected and qualified, or until they are removed in the manner elsewhere provided, or until they resign, whichever first occurs, and any vacancies in their number occurring before a successor has been duly elected and qualified shall be filled in accordance with the Bylaws of this Corporation. ARTICLE VII Officers The affairs of the Corporation shall be managed by a presi- dent, vice president, secretary, treasurer, assistant secretary, assistant treasurer, and such other officers as may be authorized by the Board of Directors. A person may hold more than one office except that the offices of President and Secretary shall not be held simultaneously by the same individual. Said officers shall be elected annually by the Board of Directors at the annual 0861P -3- liiiS ~4~U r'3 116 I meeting of the Board of Direct.ors and shall hold office until their successors shall be duly elected and qualified, or until they are removed, or until they resign, whichever first occurs. The first officers of the Corporation shall be: President Edward B. Deutsch Vice-President Thomas K. Ireland Secretary Melvin Simon Treasurer Thomas K. Ireland ARTICLE VIII Names and Post Office Addresses of Directors The names and post office addresses of the members of the first Board of Directors who shall hold office pursuant to the terms and provisions of these Articles of Incorporation and Bylaws of the Corporation shall be: 1. Edward B. Deutsch 2455 E. Sunrise Blvd. , #1106 Ft. Lauderdale, FL 33304 2. Melvin Simon 115 W. Washinqton St., U500E Indianapolis, IN 46204 3. Thomas K. Ireland 2455 E. Sunrise Blvd. , U106 Ft. Lauderdale, FL 33304 ARTICLE IX 0 Bylaws The first bylaws of the Corporation shall be adopted by the Board of Directors named herein and may be altered, amended or rescinded in the manner provided by the Bylaws, which shall be by (1) the members and the Board of Directors and/or (2) the members as provided therein. ARTICLE X Indemnification 1. The Corporation shall indemnify any Director or Officer of the Corporation, and/or any member of the Architectural Review Committee (as defined in the Declaration), collectively referred to herein as the "Indemnities" and individually referred to herein as an "Indemnitee," made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding as follows. This indemnification shall extend to any action of a judicial, administrative, criminal, or investigative nature 0861P -4- Uno ~"'t-::>u 1'9 1 '100 (including but not limited to, an action by the Corporation), brought by or against an Indemnitee, based on an act, or acts, alleged to have been committed by such Indemnitee, in his capacity as an Officer, Director or member of the Architectural Review Committee. In any such action, the Indemnitee shall be indemnified against judgments, losses, liabilities, costs, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action, suit, or proceeding or any appeal therein, provided such Indemnitee did not act with gross negligence or willful misconduct. The termination of any such action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, in itself, create a presumption that any such Indemnitee acted with gross negligence or willful misconduct. 2. Indemnification as provided in this Article shall con- tinue as to a person who has ceased to be a Director, Officer, or member of the Architectural Review Committee, and shall inure to person. References herein executors, and administrators of such Q to Directors, Officers and members of the benefit of the heirs, the Architectural Review Committee, shall include not only current Directors, Officers, and members of the Architectural Review Committee, but former Directors, former Officers, and former members of the Architectural Review Committee as well. 3. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is a Director or Officer of the Corporation, or a member of the Architectural Review Committee, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. 4. The aforementioned rights shall be in addition to, and not exclusive of, all other rights to which such Director, Officer, or member of the Architectural Review Committee may be entitled under Florida law. 0861P -5- \ ' ARTICLE XI Transactions in Which Directors or Officers Are Interested No contract or transaction between the Corporation and one (1) or more of its officers or directors, or between the Corporation and any other corporation, partnership, association, or other organization in which one (1) or more of its directors or officers are directors or officers of this Corporation, or have a financial interest in this Corporation, shall be invalid, void or voidable solely for this reason, or solely because the director or officer is present at, or participates in the meeting of the Board or Committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose. No directors or officers of the Corporation shall incur liability merely by reason of the fact that he is or may be interested in any such contract or transaction. ARTICLE XII Amendments 1. These Articles of Incorporation may be amended upon: o a. the affirmative consent of at least two-thirds (2/3) of the entire membership of the Board of Directors and of at least a majority of the total Voting Rights in the Park; or b. the affirmative consent of at least sixty-five percent (65%) of the total Voting Rights in the Park. 2. A copy of each amendment to the Articles of Incorpor- ation as approved must be accepted by the Secretary of State of the State of Florida, or such other person required by Florida law, and shall be recorded in the Public Records of Palm Beach County, Florida. / ARTICLE XI I. 5 Electing Out of Section 607.108 The Corporation expressly elects not to be governed by 5607.108, Fla. Stats. 086lP -6- // UKtI ~...=)U 1'9 :1 :1 i U ARTIcr.!:: XIII Definitions The definitions set forth in the Declaration shall apply to these Articles of Incorporation. ARTICLE XIV Incorporator The name and post office address of the Incorporator of these Articles of Incorporation is Quantum Associates, a Florida General Partnership, 2455 East Sunrise Avenue, Suite 1106, International Building, Fort Lauderdale, Florida 33404. ARTICLE XV Initial Registered Office and Agent The street address of the initial registered office of this Corporation is 625 North Flagler Drive, 9th Floor, Barnett Centre, West Palm Beach, Florida 33401, and the name of the initial registered agent of this Corporation is DAVID S. PRESSLY. IN WITNESS OF THE FOREGOING, the undersigned has hereunto set its hand and seal in acknowledgment of the foregoing Articles of Incorporation, this 9th o day of October, 1987, which Articles are to be filed in the Office of the Secretary of State. . Quan~um iates, a Florida Gener~ershiP By: ~~,c _. Its General Partner EDWARD B. DEUTSCH STATE OF FLORIDA COUNTY OF BROWARD ) The foregoing instrument was acknowledged before me this 1!.L day of October, 1987, by Edward B. Deutsch, as General Partner of Quantum Associates, a Florida General partnership, on behalf of the partnership. (Seal) Not~1g~ Phyll is Garma My commission expires: r-' ... - Nolat'( Pubr". Sial. 01 Aorida M1 Commiuion f,p:,.. Feb. 26. 1991 knell.eII In..,he,h'.'.III""IllClI.c. 0861p -7- UHI:\ ~~::>U 1"9 ] 1 /1 CERTIFICATE DESIGNATINC PLACE OF BUSINESS FOR SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED Pursuant to SS48.091 and 617.023, Florida Statutes, the fOllowing is submitted in compliance with said Statutes: THAT, QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC., a Florida Corporation Not For Profit, desiring to organize under the laws of the State of Florida, with its initial principal offices at 2455 East Sunrise Boulevard, Suite 1106, Ft. Lauderdale, Florida 33304, has named DAVID S. PRESSLY, ESQ., whose address is 625 North Flagler Drive, 9th Floor, Barnett Centre, West Palm Beach, Florida 33401 as its duly authorized Registered Agent to accept service of process for the Corporation within the State of Florida. ACKNOWLEDGMENT Having been named to accept service of process for the abovestated Corporation, at the place designated in this Certifi- cate, I hereby accept the responsibility to act in this capacity, and agree to comply with the provisions of Florida Statutes rela- tive to keeping open said office and further accept the duties and obligations of Section 607.325, Florida Statutes. DATED this ~ day of October, 1987. ~~...2 _:r/l-1?~/ DAVID S. PRESSLY, E . REGISTERED AGENT--FLORIDA a 0861P -8- ) , '" ,r -" '-- ... ... ... .- 101287-8 0851P BYLAWS OF QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC. ARTICLE I NAME AND LOCATION Section 1. The name of this corporation is QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC. (hereinafter the "Corporation"). Section 2. The principal place of business of the corporation is located in Boynton Beach, Florida, or such other place as the Board of Directors may from time to time determine. ARTICLE II INCORPORATION The Corporation was duly incorporated in the office of the Secretary of State of the State of Florida on the 14th day of October, 1987. ARTICLE I II DEFINITIONS The definitions and terms defined of Protective Covenants of Quantum Declaration to which these Bylaws shall apply to these Bylaws. and used in the Declaration Park at Boynton Beach (the are attached as an Exhibit) ARTICLE IV 0 MEMBERSHIP AND VOTING RIGHTS Section 1. All Owners in the Park shall be members of the Corporation. An Owner shall automatically be a member of the Corporation upon the recording in the Public Records of the County, of the document evidencing the Owner's fee simple title to a Parcel. Section 2. Voting Rights shall be based on the formula of one vote per acre within a Parcel owned by a member. Fractional portions of acres shall be rounded up or down depending on the size of the fraction: fractional portions equal to or greater than 1/2 of an acre shall be rounded up, while fractional portions less than 1/2 of an ac re shall be rounded down (for example, a 10.3 acre Parcel owned by a member will be entitled to 10 votes, and a 10.7 acre Parcel owned by a member will be entitled to 11 votes). Anything to the contrary herein notwithstanding, a Parcel less than 1/2 of an acre shall be entitled to one (1) Voting Right. If a parcel is owned by two (2) or more Owners, the voting rights applicable to such Parcel shall be determined as if there were only one (1) Owner. Section 3. The interest of any member funds or assets of the Corporation cannot be mortgaged, hypothecated or transferred. in any appurtenance to the Parcel owned by him. in any part of the conveyed, assigned, manner except as an EXHIBIT-"C" ORB 5450 r'3 1 173 Section 4. The term "Voting Reprl;!sentative" shall mean and refer to (i) the Owner of a Parcel if such Parcel is owned by one individual, (i i) any individual designated in a Certificate fill;!d with the Secretary of the Corporation designating a voting member for such Parcel, or (iii) a duly designated proxy holder. Anything to the contrary herein notwithstanding, therl;! shall only be one Voting Representative for each Parcel. ARTICLE V MEETINGS OF MEMBERS Section 1. The annual meeting of the members shall be held at 7:00 p.m., Eastern Standard Time, on the first Friday in March of each year at the principal office of the Corporation or at such other place in Palm Beach County, Florida as may be set forth in the notice of said meeting. If the date fixed for the annual meeting shall be a legal holiday in the place where the meeting is to be held, said meeting shall be held on the next succeeding business day thereafter. At such meeting the members shall elect directors to serve until the next annual meeting of the members or until their successors shall be duly elected and qualified and may conduct such other business as may be authorized to be transacted by the members. Section 2. Special meetings of the members shall be held at SUCh place, day and hour as may be set forth in the notice of said meeting and may be called by the President, or in his absence by the Vice President, or by a majority of the Board of Directors, or by the holders of at least 10% of the Voting Rights in the pa rk. The bus iness conducted a t such spec ial meet ing shall be limited to that stated in the notice of meeting. Section 3. Notice of the annual members' meeting stating the place, day, and hour of the meeting shall be given by the President, Vice President or Secretary. Such notice Shall be given to each member not less than foU'rteen (14) days, nor more than sixty (60) days prior to the date set for such meeting, which noticl;! shall be mailed (by first class mail if mailed less than 30 days before the meeting) or presented personally to each member within said time. If presented personally, receipt for such notice shall be signed by the member, indicating the date on which such notice was received by him. If mailed, such notice shall be deemed to be properly delivered when deposited in the United States mail, addressed to the member at his post office address as it appears on the records of the Corporation, with postage thereon prepaid. Proof of such mailing shall be given by the affidavit of the person giving the notice. Any member may, by a written statement signed by such member, waive such notice, and such waiver, when filed in the records of the Corporation, whether bl;!fore or after the holding of the meeting, Shall be deemed equivalent to the giving of proper notice to SUCh member. The date on which notice of the annual members' meeting is mailed (or personally delivered)' shall be the record date for determining whiCh members arl;! entitled to receive notice of , and to vote at, the annual members' meeting. This determination of members shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting. Section 4. The President, or in his absence the Vice President, shall preside at all annual or special meetings of the ml;!mbership. In the absence of both persons, the Board of Dirl;!ctors shall select a chairman. Section 5. A quorum for members' meetings shall consist of a majority of the total Voting Rights in thl;! Park, represented in person or by proxy. The acts approved by the affirmative consent of a majority of the Vo'ting Rights present at a meeting at which a quorum is present shall constitute the acts of the -2- 085lP ORB 5450 r9 1174 members, except where approval by a greater number of members is required by the Declaration, the Articles of Incorporation, these Bylaws, or Florida law. After a quorum has been established at a members' meeting, the subsequent withdrawel of Voting Representatives, so as to reduce the number of voting Rights at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. The execution by any member of a copy of the minutes shall constitute the presence of such member for the purpose of determining a quorum and for the further purpose of validating all of the actions taken at such meeting, unless otherwise prohibited under Florida law. Section 6. Votes may be cast in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary no later than twenty-four (24) hours prior to the time of the meeting and entered of record in the minutes of said meeting. No proxy shall be valid unless the same specifically sets forth the name of the member voting by proxy, the name of the person authorized to vote the proxy, the number of Voting Rights to which the proxy applies, and the date the proxy was given, and is executed by all Owners of the subject Parcel. If the proxy is a limited proxy it shall set forth these items that the holder of the proxy may vote and the manner in which the vote is to be cast. If a proxy expressly provides, any proxy holder may appoint, in writing, a substitute to act in his place: a substitution is not authorized if such provision is not made. Each proxy shall contain the date, time and place of the meeting for which the proxy is given, and shall be valid only for that meeting and any lawfully adjourned meetings thereof. In no event shall any proxy be valid for a period longer than ninety (90) days after the date of the first meeting for which it was given. Each proxy shall be revocable at any time at the pleasure of the Owner(s) executing it (subject to 5607.101, Fla. Stats.): however, in order for such revocation to be effective, written notice thereof shall be given to the Secretary of the Corporation. If a proxy confers authority upon two or more persons and does not otherwise provide, a majority of such persons present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy: but, if the proxy holders under the same proxy present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such voting Rights shall be prorated. Section 7. Annual or special meetings of the members may be held at any time or place without notice with the written consent of all Voting Representatives, and may also be held at any time or place without notice in an emergency situation. Section 8. The Secretary of the Corporation may require of any member a written statement designating the Voting Representative author.ized to cast the vote (s) allocated to any Parcel. Such certificate shall be valid until revoked by a subsequent certificate, which revocation shall be in writing and shall be delivered to the Secretary of the Corporation. Unless said cert if icate, when so requested by the Secretary, is filed with the Secretary of the Corporation at least twenty-four (24) hours prior to the meeting in which said vote(s) is to be cast, the vote(s) attributable to the subject Parcel shall not be considered for the purpose of determining a quorum or for any other purpose. Section 9. The order of business at all meetings of the members of the Corporation, where applicable, shall be as follows: a. Election of chairman of the meeting, if required b. Call of the roll and certifying of a quorum. -3- 0851P ''---._./ 'R'" v t. 5450 r9 1 175 '. . c. d. e. f. g. n. i. j. k. Proof of notice of meeting or waiver Reading or waiver of reading of minutes. Reports of officers. Reports of committees. Election of inspectors of election Election of directors. UnfiniShed business. New business Adjournment. of no tic e. any una pprolled Sect ion 10. members' meeting or permitted under these Any statutory to take act ion Bylaws. right to waive notice of a without a meeting shall be ARTICLE VI DIRECTORS Section l. The business affairs of the Corporation shall be managed by a Board of Directors WhO shall be elected by the member(s). Said Board of Directors shall consist of at least three (3) and not more than sellen (7) persons of legal age. Except as otherwise specifically provided herein, a Board member need not be a member of the Corporation. Section 2. The original members of the Board of Oi recto rs shall be those pe rsons set fo rth in the Art icles of Incorporation. SUbject to Section 14. below, Directors shall be elected annually by the members at the annual members' meeting, and such directors shall serve until their successors are duly elected and qualified, or until they are removed in the manner elsewhere provided, or until they resign, whichever first occurs. The procedure for electing directors by the member(s) Shall be as follows: a. A nominating committee of members shall be appointed by the Board of Directors not less than sixty (60l days prior to the annual members' meeting. The committee Shall nominate one (1) person for each Director then serving or to serve. Other nominations may be made from the floor. b. The election shall be by ballot (unless dispensed by unanimous consent) and by a plu ral i ty of the votes cast, each person voting being entitled to cast his vote for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting. Section 3. Subject to Section 14. below, in the event of a vacancy occurring in the Board of Directors for any reason whatsoever, t.he remaining directors shall elect a person to serve as a director for the unexpired portion of the term of the former director. Section 4. 'A director may be removed from office, with or without cause, by the affirmative vote of at least two-thirds (2/3) of the total Voting Rights in the Park, at a special meeting of the members called for that purpose. Section 5. No compensation shall be paid to Dlrectors for their services as Directors. Compensation may be paid to a Director in his or her capacity as an officer or employee or for other services rendered to the Corporation outside of his or her duties as a Director. In this case, however, said compensation must oe approved in advance by the iloard of Directors and the Director to receive said compensation shall not oe permitted to vote on said compensation. Tne Directors shall halle the right to set and pay all salaries or compensation to be pain to officers, employees, agents or attorneys for services rendered to the Corporation. -4- 085lP 0RB 5450 P9 1176 Section 6. The first meeting of a newly elected Board of Directors Shall oe held within ten (lOl days of election at such place as shall oe fixed by the Directors at the meeting at whiCh such Directors were elected, and no notice Shall be necessary to the newly elected Directors in order to legally conRtitute such meeting provided that a majority of the whole board Shall be present. Section 7. Regular meetings of the Board of Directors may be held a t SUCh time and place as shall be Jete rm ined from time to time by a majority of tne Board of Directors. Notice of regular meetings of the Board of Directors Shall be given to each Director, personally or by mail, telephone or telegraph, at least ten (10) days prior to the day named for SUCh meeting. The D i recto rs may establ ish a SChedule meetings and no notice shall be required to be given as to such regular meetings once said schedule has and delivered to all Directors. of regular to Directors been adopted Section 8. Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice upon the written request of at least two (2) members of the Board of Directors. Section 9. Before, at, or after any meeting of the Board of Directors, said Directors may, in writing, waive notice of said meeting and SUCh waiver Shall be deemed equivalent to the giving of proper notice. Attendance by a Director at any meeting of the Board shall oe a waiver of any lack of notice thereof. Section 10. At all meetings of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business. and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except where approval by a greater number of Directors is required by the Declaration, the Articles of Incorporation, or these Bylaws. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present shall be able to adjourn the meeting from time to time. The President of the Corporation, or in his absence the Vice President, or, in the absence of both, any Director designated by the Directors, shall act as Chairman of the Board of Directors, and he shall be entitled to vote as a member of the Board of Directors on all questions arising before the Board of Directors. Section 11. The order of business at a Directors' meeting, if applicable, shall be: a. Election of Chairman of the meeting, if required b. Calling of the roll. c. Proof of due notice of meeting. d. Reading and disposal of any unapproved minutes. e. Reports of officers and committees. f. Election of officers. g. Unfinished business. h. New business. i. Adjournment. Section 12. All of the powers and duties of the Corporation existing under the Declaration, the Articles of Incorporation and these Bylaws shall be exercised exclusively by tne Board of Directors or its managing agents, subject only to approval by members of the Corporation when such is specifically -5- 0851P ORE 5450?3 1177 " . required. The Board of Directors shall have all tne powers vested under common law and under Chapters 617 and 607 (to the extent appliCable), F 10 rida Statutes, togethe r with any powe rs 9 ranted to it pursuant to the terms of these Bylaws, the Articles of Incorporation of the Corporation, and the Declaration. SUCh powers shall include but not be limited to the power: a. To manage, operate, and administer this Corporation and its interests. b. To make and collect assessments from members for the purposes of carrying out the Corporation's ooligations and duti~R. c. To maintain, construct, improve, the Corporation's property and interests, or WhiCh the Corporation has SUCh responsibility. repair and replace the property for d. To hire and dismiss any personnel regarding the maintenance, operation, and administration of the Corporation's property and its interests, or the property for Which the Corporation has such responsibility. e. To make, respect ing the use administered, and/or establ iSh and impose therof. amend, of the owned 0 r penalties and publish rules and regulations property operated, maintained, leased by the Corporation, and and sanctions for any infractions may be members f. To carry and pay the premium for such insurance as required for the protection of the Corporation and the thereof against any casualty or any liability. g. To employ a management firm at a compensation establiShed by the Board of Directors and to delegate to such management firm such powers and duties as the Board shall authorize except those as are specifically required to be exercised by the Board of Directors or the membership. h. To enforce and exercise by legal means the provisions of the Declaration, these Bylaws, the Articles of Incorporation of this Corporation, and the rules and regulations of the Corporation. i. To pay any taxes or special assessments on any lands owned, operated, or maintained by the Corporation. j. To g rant easements to properties owned by the Corporation, properties owned by the Corporation. any person with respect to and to lease to any person Section 13. members' meeting or permitted under these Any statutory to take action Bylaws. right to waive notice of a without a meeting Shall be Section 14. The procedures provided for under this Article VI with respect to the selection and replacement of members of the Board of Directors shall be subject to the rights of the original Owner of Lot 55 in accordance with Article XXII.C. in the Declaration to which these Bylaws are an Exhibit. ARTICLE VII OFFICERS Section l. The principal officers of tne Corporation shall be a President who shall Oe a Director, a Vice President who shall be a Director, a Secretary, and a Treasurer, all of whom Shall be el~cted by the Board of Directors. The Directors may appo int ass istant t reasu re rs and ass istant see reta r ies and sucn -6- OS51P ""I,~' _~~--'LJI i ~ ... .I. . ~ ~. other officers as in their judgment may be necessary. Any two or more offices may be held by the same person. Section 2. The officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors and shall hold office until their successors shall be duly elected and qualified, or until they are removed, or until they resign, whichever first occurs. Section 3. By an affirmative vote of the majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected by an affirmative vote of the majority of the Board of Directors at any regular meeting of the Board of Directors or at any special meeting of the Board called for such purpose. Section 4. The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the members and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of President of a corporation including, but not limited to, the power of appointing committees among the members from time to time as he may deem appropriate to assist in the conduct of the affairs of the Corporation. Section 5. The Vice President shall perform all the duties of the President in the President's absence and shall assist the President and exercise such other duties as may be required of him from time to time by the Board of Directors. Section 6. The Secretary shall process all membership applications, issue notices of all Board of Directors' meetings and meetings of the membership and shall attend and keep minutes of the same; he shall have charge of all corporate books, records and papers, except those of the Treasurer: he shall be custod ian of the corporate seal; he shall have the authority to attest, with his signature and press of the Corporation seal, all contracts or other documents required to be signed on behalf of the Corporation and shall perform all other such duties as are incident to his office. The duties of the assistant secretary shall be the same as those of the Secretary in the absence of the Secretary. Section 7. The Treasurer shall have the responsibility for Corporation funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belong ing to the Corporation. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors The duties of the Assistant Treasurer shall be the same as those of the Treasurer in the absence of the Treasurer. Section 8. Any vacancy in the office of President, Vice President, Treasurer or Assistant Treasurer, Secretary or Assistant Secretary, . or any other office, may be filled by the Board of Directors who may elect a successor to the vacant office at any regular or special meeting, and such successor shall hold office for the balance of the unexpired term. Section 9. The compensation of all officers and employees of the Corporation shall be fixed by the Directors. ARTICLE VIII FINANCE Section 1. The funds of the Corporation shall be deposited in such banks or depositories as may be determined by the Board of Directors, from time to time, upon resolutions -7- 0851P ORB 5450 t~ 1179 " , " . approved by upon cneCkS officers of Directors. the Board of Directors, and shall ne withdrawn only and demands for monies signed by such officer or the Corporation as may be designated by the Board of Section 2. The fiscal year of the Corporat ion shall begin on the first day of January of each year: provided, however, that the Board of Directors is expressly authorized to change to a different fiscal year at such time as the Board of Directors deem advisable. Section 3. A financial report of the accounts of tne Corporation shall be made annually and a copy of the report Shall be furnished to each member not later than June 1st of the year following the year for whicn the report is made. Section 4. The Board of Directors of the Corporation shall maintain an assessment roll in a set of accounting nookS in wh ich the re shall be an account fo reach Pa rcel. Each account Shall designate the name and address of the member(s), the amount of each assessment against the member(s), the dates and amounts in which the assessments become due, the amounts paid upon the account, and tne balance due upon the assessments. The Board of Directors shall issue, or cause to be issued, upon demand by a member, a certificate representing the status of assessments pertaining to said member. A reasonable charge may be made by the Board of Directors for the issuance of said certificate. Regular Assessments against the members shall be made for the fiscal year annually in advance ~n or before the 20th day of the month preceeding the first month of the fiscal year for which the assessments are made, or on a monthly, quarterly, or semiannual basis, whichever is deemed appropriate by the Board of Directors for a particular year. Such assessments shall be due and payable as directed by the Board of Directors. If an annual budget is not made as required, the assessment(s) shall be presumed to be in the same amount(s) as the last prior fiscal year until Changed by an amended assessment. Section 5. The Board of Directors shall adopt an annual bUdget on or before December 15th each year for the following calendar year, Which budget shall be detailed and Shall show the amounts budgeted by accounts and expense classifications, and shall contain estimates of the cost of operating and maintaining the Corporation. Directors adoption, mailed to meeting. members. Written notice of the time and place of the Board of Meeting when the annual budget is to be considered for together with a copy of tne proposed budget, shall be each member not less than thirty (30\ days prior to SUCh Such Board of Directors Meeting shall be open to the Section 6. 'The Board of Directors may require that a fidelity bond be obtained for all officers and employees of the Corporation handling or responsible for Corporation funds. The amount of such bond shall be determined by the Board of oirectors and tne premium on such bond sha 11 be pa id by the Co rpo rat ion as an item of general expense. Section 7. All assessments paid by members of the Corporation shall be utilized by the Corporation for the purposes enumerated in the Declaration, the Articles of Incorporation and/or these Bylaws. Sect ion 8. Termination of memberShip in the Corporation shall not relieve or release any such liabilities or obligations incurred under with the Corporation during tne period fo rme r membe r f rom any or in any way connected of nis membership, or -9- 0851p . ORB 5450 r9 1 180 . , ," ", impair any rights or remedies which the Corporation may have against SUCh former member arising out of, or in any way connected with, such membership and the covenants and obligations incident thereto. ARTICLE IX INDEMNIFICATION Section l. The Corporation shall indemnify any Director or Officer of the Corporation, and/or any member of the Architectural Review Committee (as defined in the Declaration), COllectively referred to herein as the "Indemnities" and individually referred to herein as an "Indemnitee," made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding as follows. This indemnification Shall extend to any action of a judicial, administrative, criminal, or investigative nature (including but not limited to, an action by the Corporationl, brought by or against an Indemnitee, based on an act, or acts, alleged to have been committed by such Indemnitee, in his capacity as an Officer, Director or member of the Architectural Review Committee. In any such action, the Indemnitee shall be indemnified against judgments, lo~ses, liabilities, costs, fines, amounts paid in settlement, and reasonable expenses, inCluding attorneys' fees, actually and necessarily incurred as a result of such action, suit, or proceeding or any appeal therein, provided such Indemnitee did not act with gross negligence or willful misconduct. The termination of any such action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, in itself, create a ---pfesumpt ion that any such Indemni tee acted wi th gross negligence or willful misconduct. Section 2. Indemnification as provided in this Article shall cont inue a8 to a pe rson who has ceased to be a Di recto r, Officer, or member of the Architectural Review Committee, and shall inure to the benefit of the heirs, executors, and administrators of such person. References herein to Directors, Officers and members of the Architectural Review Committee, shall include not only current Directors, Officers, and members of the ArChitectural Review Committee, but former Directors, former Officers, and former members of the ArChitectural Review Committee as well. Section 3. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is a Director or Officer of the Corporation, or a member of the Architectural Review Committee, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 4. The aforementioned rights shall be in addition to, and not exclusive of, all other rights to which such Director, Officer, or m~mber of the Architectural Review Committee may be entitled under Fl ida law. ARTICLE X RULES AND REGULATIONS The Board of Directors shall have the authority to adopt reasonable rules and regula t ions govern ing the development, use, and operation of the Common Areas. Such Rules and Regulations shall not be in conflict with the terms of the Declaration. Copies of the Rules and Regulations shall be delivered to an Owner upon written request to the Association. -9- 0851P , / , . , . . . . ",. , \ , ORB 5450 P9 1181 ARTICLE XI REGISTERS AND SEAL .. Section 1. The Secretary of the Corporation shall maintain a register in the Corporation offi,ce showing the names and addresses of members. It shall be the obligation of the individual members to advise the Secretary of the Corporation of any change of address or of any change of ownership. The Corporation, for purposes of notification, shall have the right to rely upon the last given address of each of the members as set forth in said register. Section 2. The seal of the Corporation shall have inscribed thereon the name of the Corporation, the word "Florida," the year of the Corporation's formation, and the words "corporation not for profit." Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced. ARTICLE XII ELECTING OUT OF 5607.109 Section 607.109, Fla. Stats. shall not apply to control-share acquisition of Voting Rights, if applicable, under said Section 607.109. ARTICLE XIII AMENDMENTS Section 1. These Bylaws may be amended upon: a. the affirmative consent of at least two-thirds (2/3) of the entire membership of the Board of Directors and of at least a majority of the total Voting Rights in the Park: or b. the affirmative consent of at least sixty-five percent (65%) of the total Voting Rights in the Park. Section 2. The Amendment shall be recorded in the Public Records of Palm Beach County. THE FOREGOING WERE DULY APPROVED AS THE BYLAWS OF QUANTUM PARK PROPERTY OWNERS' ASSOCIATION, INC., A FLORIDA CORPORATION NOT FOR PROFIT, AT THE FIRST MEETING OF THE BOARD OF DIRECTORS. QUANTUM PARK PROPERTY OWNERS' ASSO~~ INC. BY:~~ Its President (CORPORATE SEAL) STATE OF FLORIDA ) ) COUNTY OF BROWARD ) ,/~The foregoing instrument was acknowledged before this /~day of October, 1987, by Edward B. Deutsch, .-'.President.. of Quantum Park Property Owners' Association, Inc., .' .,..Flodda not-for-profit corporation, on behalf of the Corporation. '>,>'~ :;.....:::~;...I::<,.:t~.! :":r. ,R "':t~,;'", .....,........ ....... ...J....,i..~l :~ /,'! .:' .' . c. ". ': ',':::. ~.,,:'.,\.,:1./ i' ':':"".,0 .,'. ': ~;..' ,~';,..'RECORDVERIFIEO ""'."m" (I' ...1...,.;... \: ~':,~ ~ '. (' : :'," ~.'~".P~I:M BEACH COUNTY. FLA. \.'.'.... ..,.~: .. -~,:,. ~ ',JO~ B. DUNKLE ,\'..':....t.sEA..,.r~, /, 'CLERK CIRCUIT COURT .' '.. .' .... '.' "'1' i..' " ,..: .s. '.~~ ..,. :..' .~.~.:'1~\. ' '. ;.t1,(~"".t 0" " me as a ~jhA/ J. Notary Public (!d:.u My Commission Expires: 101AR' PUlllC SIAIE or FLORIDA I' CO..IS5101 [IP. A'. 24,191' 101010 IHRU GUUAL lIS. UNO. 0851P -10-