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HOA DOCUMENTS I "I I , I '< ; I' i uU ~@mo\VJ~ MtR 3 188 00 DEPARTMENT OF DEVELOPMENT MEMORANDUM NO. ENG 98-032 PLANNING AND ZONING DEPT. FROM: Ken Hall, Engineering Plan Check Inspector j/ tI \' 1i~. e~ ~ (;we. fI"zr- f~+fr~ TO: Michael Pawelczyk, Assistant City Attorney Tambri Heyden, Planning & Zoning Administrator Kevin Hallahan, Urban Forester DATE; March 3, 1998 ~f' RE: GROVE PLAZA - HOMEOWNER'S DOCUMENTS AND BY-LAWS Attached are the subject documents for your review. Please provide this office with a written response stating your approval or giving us your comments, If you have any questions, please call. Thanks, KWck Attachments Xc: Bulent Kastarlak, Director of Development Sebastian Puda, Engineering Inspector II J.',SIIRD:\T,\,Lngin~~ring',Eng, Cr..-.(irow Plaza R~\'I~\\'-Do~lIm~nls & By La\\s,do~ OF ! f r i ! La, ') 0 '- BY-LAWS GROVE PLAZA MASTER PROPERTY OWNERS' ASSOCIATION, INe. ARTICLE I. NAME. PRINCIPAL OFFICE. AND DEFINITIONS Section 1. Name. The name of the Association shall be Grove Plaza Master Property Owners' Association, Inc., ("Association"). < Section 2. located at: Principal Office. The principal office of the Association shall initially be Grove Plaza Master Property Owners' Association c/o Hayden Bonded Storage 160 N.W. 16th Street Boca Raton, FL 33432 or subsequently, at such other address as may from time to time be designated by the Board. Section 3. Definitions. Unless the context otherwise requires, the terms used in these By-Laws shall have the same meaning as those set forth in the Master Declaration of Covenants, Conditions and Restrictions for Grove Plaza (the "Declaration") as it may be amended, renewed or extended from time to time. ARTICLE II. MEMBERSIllP. MEETINGS OUORUM. VOTING. PROXIES Section I. Membership. The Association shall have two (2) classes of voting Members whose voting rights shall be as more particularly set forth in Article N of the Articles of Incorporation, the terms of which are specifically incorporated in these Bylaws. Section 2. Annual Meetings. The annual meeting of the Members shall be held in each year beginning in the year in which the Declaration is recorded, at such time, date and place as shall be determined by the Board, but no later than thirteen (13) months from the date of the previous annual meeting. Section 3. Special Meetings. Special meetings of the Members for any purpose may be called at any time by the President, the Vice President, by the Board or upon written request of the Members who have a right to vote twenty-five percent (25%) of the votes of the Class A membership. Section 4. Notice of Membership Meetings. Written notice of each meeting of Members shall be given by. or at the direction of. the Secretary or person authorized to call the meeting by mailing a copy of the notice by certified mail postage prepaid. return receipt requested. to the addresses appearing on the records of the Association. Notice shall be served not less than forth five (45) days before a meeting. unless otherwise provided in these Bylaws. The notice shall specify the place, time. and the purpose of the meeting including a list of what matters will be discussed. Recitation in the minutes of a meeting that the meeting was held pursuant to notice properly given shall be evidence that such notice was given. Members may designate additional recipients to receive copies of notices by notifying the Association of such parties in writing. Section 5. '.. Waiver of Notice. Waiver of notice of any meeting of the Members r.hall be deemed the equivalent of proper notice. Any Member may. in writing. waive notice of any meeting of the Members. either before or after such meeting. Attendance at a meeting by a Member. whether in person or by proxy. shall be deemed waiver of such Member of Notice of the time. date. and place of the meeting. unless such Member specifically objects to lack of proper notice at the time the meting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the calling or convening of the meeting. of which proper notice was not give. is raised before any business is put to a vote. Section 6. Adiournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present. a majority of the Members who are present at such meeting, either in person or by proxy. may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. Notice of the time and place for the recalled meeting shall be posted in a conspicuous place in the Common Area of the Association. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting or if. for any reason. a new date is fixed for the adjourned meeting after adjournrilent, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed in Section 4 of this Article. The Members present at a duly called or held meeting at which a quorum i~ present may continue to do business until adjournment. notwithstanding the withdrawal of enough Members to leave less than a quorum. provided that any action taken shall be approved by at least a majority of the Members required to constitute a quorum. In the event that a meeting is recessed for any reason. no additional notice shall be required, Section 7. Voting. Voting rights of the Members shall be as set forth in Article N of the Articles of Incorporation. the terms of which are specifically incorporated in these By-Laws. Section 8. Proxies. At all meetings of Members, each Member may vote in person or by proxy. A proxy may be given to any Director or to any other Member, The proxy shall be effective only for the specific meeting for which it is originally given and any lawfully adjourned meeting 2 thereof. In no event shall any proxy be valid for a period of longer than ninety (90) days after the date of the fIrst meeting for which it was given. All proxies shall be in writing and fIled with the Secretary at least twenty-four (24) hours before the appointed time of each meeting. Proxies which are fIled without designating the name of the proxy holder shall be considered null and void. Every proxy shall be revocable at any time at the pleasure of the Member executing it and shall automatically cease upon conveyance by the Member of his or her property within Grove Plaza or, in the case of a Member holding title as an individual, upon receipt of notice by the Secretary of the death or judicially declared incompetence of the Member. A proxy or ballot may provide an opportunity to specify approval or disapproval with respect to the proposal. The Board of Directors may authorize the issuance of absentee ballots in its sole discretion, which may be consolidated with the proxy into a single document. Section 9. Approval by a Maiority. The acts approved by a majority of the votes present in person or by proxy at a meeting at which a quorum shall have been attained shall be binding upon all Members for all purposes except where otherwise provided by law, the Declaration, the Articles, or these By-Laws. As used in these By-Laws, the terms "majority" shall mean those Members having more than fIfty (50%) percent of the then total authorized votes present in person or by proxy and voting at any meeting of the Members and at which a quorum shall have been attained. Section 10. Quorum. Except as otherwise provided in these By-Laws or in the Declaration, the presence in person or by proxy at the meeting of Members entitled to cast thirty- three and one-third percent (33-1/3%) of the votes shall constitute a quorum for any action governed by these By-Laws. Section 11. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meetings, as well as a record of all transactions occurring at the meetings. In the event that the President is unavailable, the President shall appoint another Director to act in his place and stead. - Section 12. Action Without A Meeting. Any action which may be taken by the vote of Members at an annual or special meeting, except the election of Board members, may be taken without a meeting as and to the extent pennitted by Rorida law. 3 ARTICLE ill. BOARD OF DIRECTORS, NUMBER. POWERS. MEETINGS Section 1. Governing Bodv. The affairs of the Association shall be governed by a Board of Directors. The number of Directors on the Board shall not be less than three (3) persons or more than seven (7) persons, Until such time as the Developer relinquishes control of the Association, as described in the Declaration and these By-Laws, the Developer shall have the right to appoint a majority of the Members of the Board of Directors and approve or disapprove the appointment of all Officers of the Association as more specifically described in Article vn of the Articles. Section 2. following manner: Election of Directors. Election of Directors shall be conducted In the (a) Time of Election. Except as otherwise provided in these By-Laws, election of Directors shall be held at the annual meeting of Members. (b) Nominations. Nominations for Directors and additional directorships created at the meeting may be made from the floor. (c) Voting Procedure. The fIrst election of the Board shall be conducted at the fIrst annual meeting of the Association, at which time the Developer shall announce the Directors it shall appoint to the Board. At such election and at all elections thereafter, the Members or their proxies may cast. with respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation. The Members receiving the largest number of votes shall be elected. Cumulative voting shall not be permitted. (d) Vacancies. Except as to vacancies resulting from removal of Directors by Members, vacancies on the Board occurring between annual meetings of Members shall be filled by the remaining Directors provided that all vacancies in directorships to which Directors were appointed by the Developer pursuant to the provisions of subdivision (t) of this Section shall be filled by the Developer without the necessity of any meeting. (e) Recall. Subject to the rights of the Developer set forth in Section 14 of this Article, any Director may be recalled and removed from office with or without cause by the vote or agreement in writing by a majority of all Members. A special meeting of the Members to recall a Director or Directors may, subject to the rights of Developer set forth in Subsection 2(t) and Section 16 of this Article, be called by ten percent (10%) of the Members giving notice of the meeting as required for a meeting of Members and the notice shall state the purpose of the meeting. The vacancy in the Board so created shall be fIlled by the Members of the Association at the same meeting unless such Director was appointed by the Developer, in which case the Developer shall appoint another Director without the necessity of any meeting. 4 (t) Rights of Developer. Notwithstanding anything to the contrary contained in this Article ill or otherwise, until a majority of the Directors are elected by Members other than the Developer, no Directors named by the Developer shall be subject to removal by Members other than the Developer. The fIrst Director or Directors replacing them may be removed and replaced by the Developer without the necessity of any meeting. Section 3. Organizational Meeting. The fIrst meeting of the duly elected Board, for the purpose of organization, shall be held promptly after the recordation of the Declaration, provided the majority of the members of the Board elected are present. Any action taken at such meeting shall be by a majority of the Board members present. If the majority of the members of the Board elected shall fail to elect officers, the meeting of the Board to elect officers shall then be held within thirty (30) days thereafter upon three (3) days' notice in writing to each member of the Board elected stating the time, place and object of such meeting. Section 4. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegraph, and shall be transmitted at least three (3) days prior to the meeting. Regular meetings of the Board shall be open to all Members and notice of such meetings shall be posted conspicuously on the Common Area at least forty-eight (48) hours in advance of the meeting. Section 5. Special Meetings. Special meetings of the Board of may be called at any time by the President or by any two (2) members of the Board. Notice of special meetings shall be given to Members in the manner required for regular meetings. Section 6. Waiver of Notice. Any Director may waive notice of a meeting before or after the meeting and that waiver shall be deemed equivalent to the receipt by said Director of notice. Attendance by any Director at a meeting shall constitute a waiver of notice of such meeting except when his attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called. Section 7. Quorum of Board of Directors. (a) Board Majority. A quorum at a meeting of the Board of Directors shall consist of a majority of the entire Board. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board, except when approval by a greater number of directors is specifically required by the Declaration, the Articles or these By- Laws. (b) No Quorum. If, at any proposed meeting of the Board, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any newly scheduled meeting, any business that might have been,.transacted, at the meeting as originally called may be transacted without further notice. 5 (c) Joinder of Director. The joinder of a Director in the action of a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of that Director except for the purpose of constituting a quorum. Section 8. Conduct of Meetings. The presiding officer at a meeting of the Board of Directors shall be the President In the absence of the presiding officer, the Directors present may designate any person to preside. Section 9. Compensation. No Director may receive compensation from the Association for acting in such capacity or capacities. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties. Section 10. Executive Session. The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar confidential nature. Section 11. Powers and Duties. The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not by the Declaration, Articles, or these By-Laws directed to be done and exercised exclusively by the Members. In addition to the duties imposed by these By-Laws or by any Resolution of the Association that may be hereafter adopted, the Board of Directors shall have the power to and be responsible for the following, by way of explanation, but not limitation: (a) preparation and adoption of an annual budget in which there shall be established the contribution of each Member to the expenses of the Association all in accordance with the provisions of the Declaration; (b) making general, special and emergency special assessments to defray the expenses of the Association. establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of such assessments, as more particularly set forth in the Declaration. (Unless otheIWise determined by the Board of Directors, the annual assessment shall be due and payable by each Member in monthly installments.) (c) collecting the assessments, depositing the proceeds thereof in a financial institution which it shall approve, and using the proceeds to administer the Association; (d) opening of bank accounts on behalf of the Association and designating the signatories required; 6 (e) providing for the operation, care, upkeep, and maintenance of all of the Common Area; (f) designating, hiring, and dismissing the personnel for the Association necessary for its maintenance, operation, repair, and replacement of the Common Area and where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties; (g) making and amending Rules and Regulations; (h) making or contracting for the making of repairs, additions, and improvement~ to or alterations of the Common Area in accordance with the other provisions of the Declaration and these By-Laws after damage or destruction by fire or other casualty; (i) enforcing by legal means the provisions of the Declaration, these By- Laws, and any Rules and Regulations adopted by it and bringing any proceedings which may be instituted by the Association on behalf of or against the Members; (j) obtaining and carrying insurance against casualties and liabilities, as may be available, as provided in Article VITI of the Declaration, and paying the premium cost thereof; and (k) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be available for examination by the Members and their mortgagees, their duly authorized agents, accountants, or attorneys, during reasonable business hours on working days as may be determined by the Board of Directors. All books and records shall be kept in accordance with generally accepted accounting practices. Section 12. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise: (a) accrual accounting, as defmed by generally accepted accounting principles, shall be employed; (b) accounting and controls should conform with established American Institute of Certified Public Accountants (AICP A) guidelines and principles. A segregation of accounting duties should be maintained, and disbursements by check shall require two (2) signatures, unless otherwise determined by the Board. Cash disbursements shall be limited to amounts of fifty ($50.00) dollars and under; (c) cash accounts of the Association shall not be commingled with any 7 other accounts; (d) annual financial reports shall be prepared for the Board of the Association containing a balance sheet as of the last day of the Association's fiscal year, and an income statement for said fiscal year, which shall be distributed to the Board within ninety (90) days after the close of the fiscal year; (e) any institutional first mortgagee shall, upon written request to the Board, receive a copy of the Association's annual fmancial report for the immediately preceding year. Section 13. Borrowing. The Board of Directors shall have the power to borrow money for the purpose of repair or restoration of the Common Area and facilities with the approval of the Members of the Association. Section 14. Termination of Class B Membership. (a) Developer's Rights. Notwithstanding anything to the contrary contained in this Article ill or othelWise, the Developer shall have the right to appoint or direct that there be elected all Directors of the Association until such time as Class B Membership terminates in accordance with of Article IV of the Articles of Incorporation. (b) Notice. Within sixty (60) days after Members other than the Developers are entitled to elect or appoint a member or members of the Board, the Association shall call and give not less than thirty (30) days' nor more than forty (40) days' notice of, a meeting of the Members for this purpose. The meeting may be called and the notice may be given by any Member if the Association fails to do so. (c) Waiver by Developer. The Developer may waive or relinquish in whole or in part any of its rights to appoint or elect one or more of the Directors it is entitled to appoint or elect. ~ (d) Consent to Amendments. This Article ill, Section 14 shall not be modified or amended without the consent of the Developer so long as the Developer shall, in accordance with the terms of these By-Laws, have the right to appoint or cause to be elected any Directors. 8 ARTICLE IV. OFFICERS Section 1. Officers. The officers of the Association shall be a President, Secretary and Treasurer. The Board may elect such other officers, including one or more Vice-Presidents, one of more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board. Any two or more officers may be held by the same person, excepting the offices of President and Secretary . Section 2. Election, Term of Office and Vacancies. The officers of the Association shall be elected annually by the Board at the first meeting of the Board following each annual meeting of the Members. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board for the unexpired portion of the term. Section 3. Removal. Any officer may be removed at any time by the affirmative vote of a majority of the Board at any duly called regular or special meeting of the Board. Section 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed upon them by the Board. The President shall be the chief executive officer of the Association. The Treasurer shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent or in such other manner as deemed appropriate by the Board. Section 5. Compensation. No officer shall receive any compensation from the Association for acting in such capacity or capacities. However, any officer may be reimbursed for his actual expenses incurred in the performance of his duties. Section 6. Resignation and Vacancy. (a) Resignation. Any Director or officer of the Association may resign at any time, by instrument in writing. Resignations shall take effect at the time specified in such resignation and if no time is specified at the time of receipt by the President or Secretary of the Association. The acceptance of a resignation shall not be necessary to make it effective. (b) Vacancy in an Office. When a vacancy occurs in an office for any cause before an officer's term has expired, the office shall be filled by the Board at its next meeting by electing a person to serve for the unexpired term or until a successor has been elected by the Association. 9 ARTICLE V. BOOKS AND RECORDS, DEPOSITORIES; FISCAL YEAR Section 1. Inspection. The books, records and papers of the Association shall be subject to the inspection of any Member of the Association during normal business hours provided such Member has submitted a prior written request setting forth the basis for such request. Section 2. Depositories. The funds of the Association shall be deposited in a bank or banks or in a state or federal savings and loan association in Broward County, Florida Such deposits shall be to an account of the Association under resolutions approved by the Board and the funds deposited shall be withdrawn only over the signature of the Treasurer and countersigned by the President or any Vice-President. Said funds shall be used only for Association purposes. Section 3. Accounting Records. The Association shall maintain accounting records according to generally accepted accounting principles. Such records shall include an account of receipts and expenditures; an account for each Member which shall designate the name and address of the Member, the amount of each assessment or fee, the due dates and amount of each assessment or fee, the amounts paid upon the account and the balance due, and a register for the names of any mortgage holders or lien holders who have notified the Association of their liens, and to which lien holders the Association will give notice of default upon request by such lien holders. The Association shall furnish a reasonable written summary of the foregoing to each Member at least annually. The Board shall present at each annual meeting of the Members a full and clear statement of the business and condition of the Association. Section 4. Record of Addresses. The Association shall keep and maintain in its office for the transaction of business a book containing the name and address of each Member. Termination or transfer of ownership of any Tract by a Member shall be recorded in the book. together with the date on which such ownership was transferred in accerdance with the provisions of the Declaration. Section 5. Fiscal Year. The fiscal year of the Association shall be determined by the Board and having been so determined, is subject t<? change from time to time as the Board shall determine in accordance with the Declaration. ARTICLE VI. ADMINISTRATIVE RULES AND REGULATIONS The Board may from time to time adopt rules and regulations governing the details of the operation of and as are designed to prevent unreasonable interference with the use of the Property by the Members in accordance with the Declaration. ARTICLE VIT. 10 VIOLATIONS AND DEFAULTS In the event of a violation (other than non-payment of an Assessment or fee by a Member) of any of the provisions of the Declaration, these By-Laws, the Articles or any rules and regulations of the Association, the Association shall, after reasonable notice to cure not to exceed fifteen (15) days, have all rights and remedies provided by law and in the Declaration including without limitation the right to sue for damages, the right to injunctive relief and, in the event of a failure to pay Assessments or fees, the right to foreclose its lien as provided in the Declaration. In every such proceeding the Member at fault shall be liable for court costs and the Association's reasonable attorney's and paralegals' fees through all appellate levels. If the Association elects to enforce its lien by foreclosure, the Member shall be required to pay a reasonable rent for his Tract during the litigation and the Association shall be entitled to the appointment of a receiver to collect such rent A suit to collect unpaid Assessments or fees may be prosecuted by the Association without waiving the lien securing such unpaid Assessments or fees. ARTICLE VITI. OBLIGATIONS OF MEMBERS Section 1.,Assessments. All Members are obligated to pay, in accordance with the provisions of the Declaration, all Assessments imposed by the Association to meet all expenses of the Association, which may include, without limitation, liability insurance policy premiums and insurance premiums for policies to cover repair and reconstruction work in case of hurricane, fire, flood or other hazard. Section 2. Delinauent- Assessments. All delinquent Assessments shall be enforced collected or foreclosed in the manner provided in the Declaration. ARTICLE IX. AMENDMENT OF BY-LAWS Except where the Declaration or the Articles provides othelWise, these By-Laws may be amended in the following manner: (a) Notice. Notice of the subject matter of a proposed amendment shall be included in the notice of a meeting at which a proposed amendment is to be considered. (b) Resolution. A resolution for the adoption of a proposed amendment may be proposed either (a) by the affIrmative vote or written consent of a majority of the Class "A" Members and the affirrnative vote of the Class "B" Members (so long as the Class "B" Members, exist); or (b) by the affirmative vote of the Class "B" Members. Members not present in person or by 11 proxy at the meeting considering the amendment may express their approval in writing, provided that such approval is delivered to the Secretary prior to the commencement of the meeting. The approval must be by not less than a three-fourths (3/4) of the total votes of the Members of the Association, except that the Developer shall have the right to vote amendments while the Class "B" membership exists. (c) Prohibited Amendments. No amendment may be adopted which would eliminate, modify, prejudice, abridge or otherwise adversely affect any rights benefits, privileges or priorities granted or reserved to the Developer or the holder of an institutional first mortgage on Tracts within the Project without the consent of the Developer and such holder of the institutional first mortgage in each instance. No amendment shall be made that is in conflict with the Articles or the Declaraticn. (d) Certificate. A copy of each amendment shall be attached to a certificate certifying that the amendment was duly adopted as an amendment of the By-Laws which certificate shall be executed by the President and attested by the Secretary or Assistant Secretary of the Association with the formalities of a deed or by the Developer alone if the amendment has been adopted consistent with the provisions of the Declaration allowing such action by the Developer. The amendment shall be effective when stated therein. ARTICLE X. CONFLICTING PROVISIONS In case any of these By-Laws conflict with any provisions of the laws of the State of Florida, such conflicting By-Laws shall be null and void upon fmal court determination to such effect, but all other By-Laws shall remain in full force and effect. In case of any conflict between the Articles and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control. The foregoing were adopted as the By-Laws of Grove Plaza Master Property Owners' Association, Inc., a Florida corporation not-for-profit. under the laws of the State of Florida-this - day of , 1998. - Robert Fay President Alice Fay Secretary FI1..1-284802 12 02-11-98 06:41 PM FROM CARNABAN ASSOCIATES FE~-11-1998 17:50 P002 HuLLAN & l<r'Hr3HT 9544632030 P.02/09 AR'l'lCLES OF IN(~()IlP01UnON OF GROVE PLAZA MAS1'J(K PROPERTV OWNERS' ASSUCIATION, INC. '1'~ underslull~d 1\lhk:rib.f., d1rllih'ln" to tow l( ~l}lpOJ'''tion not for ptotlt under Cb~pCet. f117, florl~. StafUI:cS, btrtby lWOI,t lb~ foUowiug ~iclll' of Irteulporation. AB.T1Ctl J ~ AND PRINCIPAL PJ.4~~~ Ul..I,tlS~ The ruuIre of t~ corpOI1U,i"lt .~11 be Grove Plftll\ Master Prupert)' Owners' Association, Inc,. (tllt:! "Auocllltlonlt). The J'rinclpal offk(l ot tho ^'104,:iatl~n -hl\Jlln!t1a11y be InCited at: Grove Plaza Master Property Owners' All80ciafinn clo H8>,d.n Born1ed Storaee 160 N.W, H\th Street SOCII ltatQD. PL 334'Z ~1'ICL~ II PIJIlPO~~ The p~8e for which the ^!:8IJ~lation i~ orannlztc1 ill to enll,t g, I !,lUl'potaf.ion not for rrofit In prutt:ttina the vnlue of the prop.ny of dJil Mr;:m~r. of thu Auocjlltlon. to exercise ...11 W~ Pllwort. Imd prl",U.seo.. ,,,\(j to l'artonn an nf thO dudOt; lUld obllllltiOI1l of the A~ocl.atloD a, defined awl set forth in tM A.ml:!luJt.d and Restated M...t~r lJtcl11Ullou vr CnVQDlma, Cuw11tion.~ ami Restrictions for Grove "laze Plat (lhe "DcclIll'At\on-) to be recorded in Ihe oftieo of the Clerk of the Cucuif Court in anu for Plllm Beacb Couury, IllorldA. afftK::Ung the property Itgally described in the DecllU'~t1on (the "ProJecr") lncludini the l#1l\.ablishment and enCOl'ceMcnt of pll)'rnent of QblugCi and 8SSeS$G10ntli ~antalned in the Declarat.ion. IUld to engage in such other lllwtul (l.1.."tlvitic~ as may be 1.u the mutual beIWut of tllc Members wd their property. AU tenn~ Uled ;n t1lese Anicks which are tiefUlcd. in the Veclaral10n ~1I1\a...,c the &lime JUt"ilning in thes~ Antclei It~ In the Dc~larlA~tvl\. ARTICLE m FOWlt8& 'l'illil poweM of the AI~i.a(jnn shalllnolul1. and. be: 80vemed b)' lhe fntlowlna prQ...l~IQDS: S~I.1f.m 1. COM~ON r ,A W AND STATUTUI\Y PQWB8S, The AssocIation 15uall have &11 or the cowmon .l!\W ant} statutory llowen of ~ CQIpOrati011 not for pJoftt includina. but PROM 9'5446321'111'1 1'J2- l 1-98 05; 50 l'M""-'- '----;002 ~. -_._----~----~-- ~-- 02-11-98 06:41 PM FROM CARNAFAN ASSOCIATES FEJ;l-:t1-199a 17:51 PO''{ ~" HOLLAN (;. I'JIIGHT 954463<<030 P.03/eS not li11lited to, thooe pOw~n set forth and described in Chaptet 617. Fl<:1Tida StAtUtOI. "II the llUl'lC !JUly be lUnended fmrn time to tinll:. togr::thcr ~'hh\ 01 lIS nmitcd by, tb\lli\!l Artlclel, Old d1e Bylaw~ uI the ASlOCladou. ~ lIIl may be am'JuJ~>d from tIm. to W)l&, 'ec:t41n 'J., NBCBSgA.RY PO.ww.. The AssoclatloR sh/lll have 411 Ute POWCl'll re~~nnl1bly nec~ to implemen~ itl pllrpClse, UlCIllc11ng, lIul oot tin\itOfJ tv, tfkt, fnUnwlnt: A. ''To ()petaU and J.UlInase the Comwon A:ml in 4CCOrOancb with the purpop and i.ment cont4ln1<l ,in thtl1'leclarat1on; ti, 1'" utah, "nd collect A~lK:,nmonts and oth.r cbl\T'cc." llaallUt. )..f.tsulbcf'S IS I;';Mt~mph\led by ~ l}wllltl\t1oni dutle&i C. Tn USO lbe pcwocds nt NioJ~$ln1Clll' In the cxen::llie of its powen and O. to mMhlta1n, repair, tepu and operate the C'.omnwn Anla lIoud t!xl 1mf'Mvemenr. 101,;1I1t'lCt thOl'QOlli B. Tn recOnatnlct impmvcment8 Upon lbo COhtftlOlt ArtA all!!!,. calualty; P. 1'0 made and ilmend the Bylaws for the Aesoc.latiuJ1 A1l.d Rul_ and ReI;UJat1oll:' l'C:~pcctil1J dle U~ of the Project: G. 1'0 pay till t....e~ 11l1d other a.IlIS....lI.enl~ which aN &11. "'&Wtst the COrlUllOD. Area; H. To ~ntOrce by legw means the prov.i.lQfls nf t.ht Det1an&llon, tbcse Anfcles, tbe BY'llWII. the RIll~ and Rc:vJations of Lbo AS1'InctatiOh. I. 1'0 provl~ for JYlllna~e.ment am! maintenance. andl w. its diacret.lon, to autltUl'I7e a mana,emllu~ ASClro. to assist the Association in carrylna out it, powers and UUtir:A by )')erformfng a;\.l~b fUlKlUODS as COUec.:lion (tf ASBeSSmtl"", prepamtion of m:u/dll, tDfoNtJnIlJ~ wlu:dult., and mainrenam.:.e oft.he Common A1'\~.. The As&oclatlon Ilhall, howover, r~ta.W It 111 tlrn08 tht poweTll l'lLld duties grantl:d it by common law I F1ul'kiIl Statult6 IIld lU01l omlnlLUCOfI indu.UWl1 hill not limh~d to; the mlU\1na of 1118('l!ll,!'\l1\entt. the "~""Il'lUlptiClA of lull1 1U10 &1ll1atIOD'j lUad tbto t',xocution 01 CUlllJ'IIt~tJ\ on b6hAlt of Lh" Aunclt\tion. J. To pOS4eBl, Elnj"i and ex~roist an POW'IS nc.ceuary to bnpll:tUent I enforce. and C:lUl' into affflC& t1w powu. IlhO\lO deBcri.b~, Inc:ludfnc lhe puwer to lIt:q,uire, hold, iU1d COfJ\lCY real ;tuu palonlll propeny, 2 FROM 9'544f.i12rPl 02-[ 1-98 O~'~O PM fllOJ' 02-1:-98 06:41 PM FROM CARN~uAN ASSOCIATES Fe8-11-199S 17:51 HOLLAN &. ktH Ci~n P004 9544632030 P.04/fj9 K, To do lUlU perfonn all IlIch I.llhflt' acts and lbl.n.~ ~mUtt.d tWd to c.xerollu ~ powCJ," JnU1ted to II corporation Dot for profit under tM IIlW" or the Slate of floJ'kl.ic .". moA'Q b,w~ 1lOW el.lllL or II the)' may hereafter provlde. Section 3. l.!.UNDS ~ Tf'I'I.;S 'tQ P.ROt'l,Ul".({JI. All funda lUld tttlo to all propen!es lItquirec1 by Ll10 AIJ:mciadon lmllhe proceeds Lhereot' IIbl\U be ~ only for fro, benefit UL the M~lnbtrlj l4 ,coordance wiih the provlduu. of tltG Declar4fliclII. Section 4, ~i, The l)Uwt.r~ of the AlIwociatlnn. abllll be "lIhje<;t to and be ext!rcJsed in ncoon1atlce .....{t~ cbe pluvbinns of tho ~lA",UOD. ~TU!f,.1i ~ MEMJW..VIU ~.LL.1!PTni9 81UU1'1 SIet,;t1011 1. ~lU~~~, B\lery l'orson or ~tl" who LI lIU Owner shall be " M~mbl'!.t' of the AlIlUl..~llltioD upon lhe lI(':(}uiaitlol1 ot fee ~iluple dtht 10, Of' IJ1 unc:Uvld~' inteN. m. any poltlon of tile Pruj~"t ,,)' tiling a det"v therefor b1 thlll PubHc R800rds tlfJ\mward Co\Wty. M.;o.mhcrship sIud1 bo "ppwrtenanl 10 11l1d mil}' nUl. be 1t1'R.ru.ted tro.,u tlWnc.ratUp of "aid intam~. Mtm~uhip ~Iuill continue until such clute u tlte M,mblu lnmafottl Qr I,lUnV6)'~ bill iJll'I\tIlI of .rtcClrd. or the. tnlt!1c~t is tnms&rred or conveyed' by '-"pera.tton of l:iw It "'hieb time Juomh~rsh.lo, with res[J~ to tlJo inten:st eonvt\.yed. 'hall ~lTt()nhU1ca.uy bo ~"tCtted upun tlll~ trlMt.:w. No pl"!'Mln or entity bolding an lnte/'Vs' ('It' Ally 1'Y.t* Of n"tuft WblUl$c.tevr,r in any purtlon M the l'roJect llll IC'CUrity fot th~ pe,f'onnlLD.ce l.,lf an ohHgatJon Ilhllll ho II MemblL!t. $el.:tiOll'l. VPUliQ. '.fhe AS~l~i;tfion sbl1ll llavt, two (2) l:laal't111. of vOUua mwnbc~l1ip G' d,,~ribtrl in the De-;;lari'ltion. 61ll1C"LU 1!ltllATION ~ Aleocfatlon .hall II.". per}Jetual C:ldstence. ~1'1~ .Y.I 1I0Allp OJ!' '~CI0A8 'nIt: affatrs of Lb. Aunclntion shall be mllQBged by fa BoaTd of Dlfe<.WJ:l coaaiatlJtg uf not Ic:"'~ ~ thnlll! (~) or more dJIW r.evcn (7) Direct~. Untll lIucl1 Hmo Ii$ tbv Devcloptr reUnqui,dltll control or IIff! A.lI&~huion, al <fCMlribad in the DeclnnLtiull I11d Bylltw.. d~ Dev~loper Shalll.A'Vc the n,hl tv a.ppoint II majority of the membeu of tho ~olU'd of I)Jn:c.totJ lInd to aJ.'I,Jl'rlYe or dfsa)1V1\'1Ve fho Ilppolnnnt'nt of all Qffu:"ti of rho Asaoc!&Uun, llurthet, nu Oirector apPQ1u~ h)' the tltvellJ}I(lt' need bo 11 ).fe.mber; however, 1111 DUecton .,leck~ hy 3 I' lWM ':'I ';.1 4 e '~ 2(1 "I n 02"'11'" gg 05: s'l;PM- - ?On4 --- . -------- ---------~~-~~~-- 02-11-9806:41 PM FROM CARN,t.114N ASSOCIATES ~EE-11-19~8 17:51 HOLUI~~ & 1<.1 J I GHT POGS 9544632030 P.05/09 Memberll othei titan lhe Dcvelo(lct m\lGt be Mt-ml16t3. n. ildl.ial Btl~rd shall (!OPlltat nf t.bree m OWetOr& al'polated by the Dtvoloper, 'Uw DeveJuper shllll be entitled lit any timo, and (1'Oln tia1e tu clme, to romov8 or &'~J,IACC a.ay DIJ't:Ctor <'ri8hJAUy appuwterl by the Dtvc.1optJr. '!1J. Devell'>per may \v.uv~ fit Nu.n<lul~h In whnlc or in pIIU1 any of its rigbt. to appoiDt any O~ or more of lbe Ot:octOl1U hi entitled to appoint. The fol1owlnA VeSSOl1l\ ~ha.U ClOn.tU"l~ t,ha initlllt In.\rd of :Dlnct.ol'l: .rwuc Acl~ Robert Fay 0/0 Haylle,n Bonded $IUnlse 160 N.W. 16th SU-ed B008 lbI.Wn, T7L 33432 AHoe Pay 010 lb}'dt'ln Bon40<l Sron.iC! 160 N.W. 16tb Str~ Bo~ Raton, JlL 33432 ClO HaydC&1 Ronoca StoI'M8" 160 N.W. 16th SlaMt lXlooRatuu, PI. :;3432 Wllltor JIllkt a 1l1'1l:;LoIt..Dl (J(I~lCERS 'l'bo ottlcen. uamed in tblll Article vn ^IJ&U leND Ul.ldt replaaed by tho Pevc10p01 or uIrtU tbe first NlCu1ar mooting of the Boa1l1 of DitectUJ N) wWchov.t sball (K."Cur flrlt. OffIceril electM at Lh. first meeting of tilt': 8()ard sIIAU l,oW offiC'.o untU the nexl lInnual meetlng of the Boord of Directon. or until their succe,avu .hall l\a\'e beeu appointed and shall qWl1if)'. So 10nll aa ,"be Peveluper reWnfl contNl of the Association, as defined in the Deoe,hltoAtfon, no OffIcor olcctod 0)' tho l!oaIlJ lit-all "cl"le the Allodatlnn until sucb tiwe as tho Oeveloper Iipprovc3 the OfTh:et. Upon the r.Jflct.ion of lIot.l Of'tice.r by the Board of Directors. whether tho oteoc1ou Ol;C,lI" at the Annual meeting (U nt,hccwise, thl.1 BuArd ,~hall fonbwlth !lluht'l\it tho muue ui sucla newlyappo.lnk,d OM",'\lI or' Officers. all lhe el\~ mny be. in writ,inc-. to the ~elopor. 111. D~ve-J.or~ shaD A~proVO oNJidppravc Mid Oftk~rJ or Ufflccrs. w1tbu) twe.nty ~;l.O) dl~1l Atb!lr receipt of lI31d "an1' or D"moo. In the ~\I~nt t!tc Devel0plL!1' ralls t<l net wlctdu IJOCh tlmo period, I~ f,,,lure shlln be deemed aWI'trv4L by the DI:ye1oper, 'lbe ilrldal Office,.. .hAn cuDslat of II. Preddeut. Sect'etlU'Y. and 'treasurer. The follow-ine- per~ms ,tcrvc AI Offlwra; or the AssocJatlon, PresIdent T~"lf"'~r Ru~rt Fa)' Alke PA)' Wllller Janke Secntt.ary 4. !'ROM 9'544"'~::::010 02-( 1-98 O~:50 PM __W~ - .. __."J 02-11-98 06:41 PM FROM CARN~AN ASSOCIATES FE!3-11-1998 1"(: 52 por~ .'.1 HOLLAI'-J &!, t.Jl GHT 9544632030 P.S6/09 A,R'rrcJ.E YJII ~fMNU'JC;\nmt nvcry ,t)h~or IInd Officer of the AssooUUioD wJfiul be looemnlfled by llu~ AI~il.ulon l.U pruvlded ;n the Declarlllion, ARl'lCl.E..JX B1.lJSClUB~ The mlJno~ and IlddreB~s of the aubscrlben tu 1I1c..e ArtlclN vC 1I1cosporal.1on aa: NluDI Robert Fay Ad~"'fj Allee PIIY c(u Hayden 80llded StoIV.ifl 1 hO N. W. l6tb Street J<K:a Raton, PI.. JH:J2 010 Uayden Bonded StolllHo IflO N.W. 16th Sired Boc. ll.\ton. FL 33432 Walter Janke 0/0 Hayde11 Bonded SlOxqo lf1[1 N.W. 16th Strr.ct Boca bton, IlL 33432 rUll'lCLU JlfLAWS The Bylllw", of the ./\88ocb&Uon nUl>' bo adopCCKl, amen.dod. alterud, or ft"...cinded as provitlt',(! in the BylAwtij plQvided. "0"'0\'.1, tbal at 00 timo llba11 ,h~ Bylawi\ confi1cc willa tht'llle ArlU:lc8 of Incolporatinn or the Dec.:W'ltitln. until such time M tbe DeveluJ.let rellnquisbes contrul of tho NJaocWlOD, 110 I\mendmerus to t.he B)']~w~ abu.U be cft'ectlvo un1e18 tht bt:veloper shall bave joined i.u "net <10""P~ed lU li"l.\~b lIMcndment In wtitin!, ARTiCLE Xl AM'ENTlMENTS Sectlon 1. M'W:nl)IJ O~ AMENDMHNT. Altllratlon, llmcDchnent: or resci,,~ion of t1~se ArUl;;l.. ..,,,,, be proPOled IUld l1doptcd in tbl: following ma.nnet: 5 F FltlM 9<;4 41".1:,n'~n 02-11-98 05:,50 PM T ~ f'006 ~------~~~----------_._-~ 02-11-98 06:41 PM FROM CARN~UAN ASSOCIATES ~~E-11-1998 17:52 POC? HOLLAH &. 1<1-11 [.H1' 9544632030 P.0?/09 (1'1) The Rn&rd shall adopt Ii ,a'tJIIt'llution Getting forth the proposed llUIt'ndment, and d1n=cti.ua 1hflt. it b, submitted to " voto lit Go metltWl 01 the mflnb6n, w4lc1J may be okboc at tilt! luUtUItl or a SJ,'III.'il\' meetinc. (b) Written Dotice 6etUnx earth I proposec1l111leltdmant or Q IlIl!lD'Ulry of the. C~'::i to bf, offcoted thereby shllll be aiveo to "ell Memhor tntJtlfd '1,.1 V()fe the1'OOn. whit.:1L In~Jlt1& mLlY not ocellt le.u !ban ttn (10) days "nt' later dwl thuty (11l) daya from de ,ivJltB of ' nodef of lhl.'l meetinr to con.ldor tM proposed ameJWmt.lIt. (c) At luoh woofing of the Momwu, & vnto of the MeUlUeI'~ cntitled to vult:, Lh~J'eol\. as provided ita the OoclllIlltion I shall be tllJ<.n on the proposed lUD~Ddill~l1t. The proposed oullenrlment IhQ1l tHt adopted upon 'OI:,hlol ,hll aJfirmative vlJlb 01 It 'IOvenry-flve ).'e1'Cr.nt (75 %) or 'h. vote! nf the Membe.r,~, SOOtiOD 2. 1i'.U~.fn6,fJ QF~. Any numbe,( of amondm.llt_ may kif. r.ubslltu\ed \,"' the ,Mc;anbMs and voted tl}ll"ln by them ji( ulle mectin~. S~tion 1. ~ CONSB1'5.T. U'lill of thG Members elialibl. to vOle sip lL wriUr.n Q~m.nt manlff'oRrin, tholr intentious that JUt amelldmlnt \.U lht. Alfidos be adupted, then the amenwuent ~hall thereby ~ adopted DS though lilt pmceclUN SOt tanh u. ~all 1 of tb1s A rt,icle baa bMa ~lNltled, Scotion 4. pEVEL01lJlR'1 CO~S.BNT, For so long... c.UllC,. tho Dev~t 1. tht. Owner (Jf HAJ'I T /It or property ld'Coeted by thest Artlelell ot Amendment hm:f.o, DO l'lMe!ldtllll2t wl11 he d'focUv8 ",ltJwut 1M Dl:welopor'. e;xp.ttm written CO[\811l(. AllJ'lCLE XII U1S.soU.rnr~ The, A!l:iocia.tioCt may be ni~50Jycd with 1fll~ wntten eoaseat of Dot.lN., tIWllOVfllty-l1vo rerecnt (7' $) ut el\r.h class of Mem~.t, llpon 4lss0lutlou uf the A&lJ()oladon, other t.han lnOldMl 10 a mcraDr Of WDlIOUdatlon, the l.,etl uf the AssociAdOI1 shill be dedtooted to IlJ1 i\flpl'Oprl4r6 public astoftr:y to be u&ed for purl.l(l~llinlilAr to Uluse for whtah Ibis AaaocJal1on '\IVIUJ CAlMlfd. Tn tho D'Ient 'lhti Ituch dedication l~ nf\llll:d Ilc<<:(ltAn<;o, SUQb &lliel' "hall b~ gl.'llft~"d, ennveyed and alllt&"ed to any non-pru!lt wcpf1""uon, 8s'0t.'1atirlll. trudt Ot odw orgw,nlzation t{} N dev(.teoi to luch &lmillI vurpoSI:'JI. AB.nCLE UJ BEGJST1r.~~ IW~' 6-NIl REGlS'J'>>R1tU Of.1ICE Th. Initial rogiaterwd oMt.:" I,)f this COJ1loJ'4Uon ~l.iall be c/o HIl}/den BloM4w Storqe WhMO ItINt addftSJ ill 1(1' N. W. 16U1 Stnlc:t, BQ('-'\ Ratoo. PlorUb. 13432. 'lbf hPo<,iMlion 6 FROM Q"i4 415 '320 JO 02-11-98 05:50 PM r r,) 0'7- ~1 -- ------- - - ~ 02-11-98 06:41 PM FROM CARNL~AN ASSOC:ATES FEB-ll-l':l'::U::l l'r::>~ HULLHH t< \',111\.11-11 P008 ~~44b~~~~ ~.~~/~~ shl'lll have lho rl,bl t.u u~silnate !lllh~uent ~~IAlemJ aRen'. Q1~thoUl amendment these ArticlC5 of InCUI]JOl-atiotl, m WTTN1?tIS WHEllBOP I the \Jnder~~~"oo subscribers ba\'~ hel'~t.n act thOlt band. thill __.._ du.y of Mll.ll.:h, 1998, Rube,rt Fay A1i~ Pay WULeI' 11ll1ko STATB O' COUNl'Y Of ~) ~ IS. -) The fOtf.r;nh\1 inauumetlt wall (\(.In-1C'lwlodaQ(l ~"Olll W~ thi5 ___ da)' of I 1998. by Robert l'ay, who is pel~uuaUy kftown to me or ba. prUl.111('r.d as b.h:ul.iflciltion, N\M.r)" P\1blk. NIUIW of NOlAI)' Pr'inltllJ. - (NOTA.RY stW..) My comwblllvu Cll(plreA: :M~ (',nmmtaaion numbar b: 7 PROM 9,:.441),;::r:I'3r1 02-11-98 05:50 PM rooe ; 02-11-98 06:41 PM FROM CARNA~AN ASSOCIATES F~13-11-1Cl'::'8 .. '1., 52 _ .,.. '" r huLLAH (~l Il J UHT P009 ~S44632~30 P.09/09 f)TATB 0' .... .) : 1\1. couNTY OF ____ ) The fur~&o1n8 ~n~tmment \\Ill.\ Ildl..llowledgtld bo!ot~ m~ this --" d~y of .. l!)9i. by ~e Fly'. wno is peuunWJy known to me or hu !)rorluced as ldcl1tilil:lUon, -- Notuy P\lhl!o N~t tot NoW't' P,IAt.M: (NOTARY SE.U.) M)' commlnlun e"J1'rts: My c,omn1ia5~ mnnber iN: SlAW OP '" COtJN'n" Of ,~ : 83. ) "J'1M:1 fott.3oin! mntrUlDen\ Wlt!l a(',\rnnw~lod btfow 111~ tbi$ _ day of _' 1993, by Wf'.1t~r Janke:, who is pt:tsonally hClwn to 01. or 1..1 pmduced II! ld~ututr=ati"n, -, Notary 1\tb& NlUIIl\ "I' 1-J"~1 PsUoiecl. (NUTARY SBAL) My eonunlulun e'pjtt~: My C(lJt'\n1;MiolllJ\lIUbI/Jr ls:: FfLl-7.K4'11)1 8 FROM QI;446120,0 02-11-9~ 05:50 PM . 'l TOTf'lL P.0~ ro09 . .:~. ',:i. DRAFT APR 3 1998 i.~7>t1l DECLARA TION OF COVENANTS AND RESTRICTION j FOR PlA;~N.'NGt:ANO GROVE PLAZA MASTER PROPERTY OWNERS ASSOCIATION, INC. lONINGD...PT. day of "Declarant". ) This Declaration of Covenants, Conditions, and Restrictions b made this , 1998 by Walter H. Janke and Alice Fay (collectively WITNESSETH: WHEREAS, Declarant is the owner of the real property described in Exhibit A" attached hereto and incorporated herein by reference; and WHEREAS, the real property described on Exhibit "A" and comprise the real property (Collectively, the "Properties") which are encumbered by that certain Development Approval for Grove Plaza Development, as the same has been amended, and as may be amended in the future CGrove Plaza") as reflected by Notice of Adoption of Development Approval by the Boynton Beach City Commission. WHEREAS, the Grove Plaza Development requires a master property owners association to be formed CMaster POA Requirement"). NOW, THEREFORE, Declarant declare that all of the Properties described in Exhibits "A" and any additional property as may by Subsequent Amendment (as defined herein) be added to and subjected to this Declaration, shall be held, sold, and conveyed subject to the following easements, restrictions. covenants, and condi~ions which are for the purpose of protecting the value and desirability of, and which shall run with, the real property subject to this Declaration, amI which shall be binding on all parities having any right, title, or interest in the described Properties or any part hereof, their heirs, successors, successors-in-title, and assigns, and shall inure to the benefit of each owner thereof. This Declaration does not ,and is not intended to create a condominium within the meaning of Chapter 718, Florida Statues. ARTICLE I DEFINITIONS SECTION 2 ownership. SECTION 21. "Area of Common Responsibility" shall mean and refer to the Common Areas, together with those areas, within any commercial establishment or association, responsibility of the Association. In addition, the office of any property manager employed by or contracting with the Association and located on the properties shall be part of the Area of Common Responsibility. SECTION 2. "Association" shall mean and refer to Grove Plaza Master Property Owners Association. Inc., a Florida corporation not-for-profit, its, successors and assigns. The "Board of Directors" or "Board" of the Association shall be the body ha~ving its normal meaning under Florida law. and which Association shall be governed by this Declaration, its Articles of Incorporation and its By-Laws and any rules and regulations of the Association, all such documents being known as the" Association Documents" . 3 /20 /98 1 DRAFT SECTION 3. "Common Areas" shall mean all real property within the Properties designated as Common Areas from time to time by plat instrument or recorded amendment to this Declaration and provided for, owned, leased by, or dedicated to, the__ f' ,--{ common use and enjoyment 0 the Owners within the Properties. The Common Areas my ) include, without limitation, open space areas, improvements, easement areas owned bY others, landscaping in public rights of way, lakes, fountains, irrigation pumps, irrigation lines, swale areas, buffer areas, bike paths, sidewalks, streets, street lights, service roads, walls commonly used, utility facilities, project signage, parking areas, other lighting, entranceways, features and gates, as well as surface water management systems, including all lakes, retention/detention areas, conservation areas, culverts and related appurtenances. The Common Ar~as do not include any portion of a building. Notwithstanding anything herein contained to the contrary, the definition of "Common Areas" as set forth in this Declaration is for descriptive purposes only and shall in no way bind or obligate Declarant to construct or supply any such item as set forth in such description. Further, no party shall be entitled to rely upon such description as a representation or warranty as to the extent of the Common Areas to be owned, leased by or dedicated to Association, except after construction and dedication or conveyance of any such item. The common Areas shall be convey'ed to the Association by the Declarant, and/or a Neighborhood Developer, its successors and assigns, as may be applicable, free and clear of all encumbrances and the Association shall accept such conveyance, subject to the provisions of Article VIII Section 2 hereof. SECTION 4. "Community Completion Date" shall mean and refer to the date upon which all improvements in the Properties, as ultimately planned and as fully developed, have been conveyed by Declarant and other builders, developers or owners. SECTION 5. "Declarant" shall mean and refer to Walter H. Janke and Alice Fay and assigns. Any assignment which is made by Declarant may be of all interest of Declarant or only a portion of such interests. Any Assignment shall be recorded in the Public Records of the County in which the Properties are located. SECTION 6. "District" shall mean and refer to the S')uth Florida Water Management District and/or the Lake Worth Drainage District. SECTION 7. "Master Development Plan" shall mean and refer to the plan for the development of the Properties most recently approved by City of Boynton Beach, Florida, as it may be amended from time to time. SECTION 8. "Member" shall mean and refer to a person or entity entitled to Membership in the Association, as provided herein. SECTION 9. "Monthly Assessments" shall have the meaning set forth in Article X, Section I (a) hereof. SECTION 10. "Parcel Assessments" shall mean and refer to assessments levied against all Owners in each respective parcel. The Parcel Assessments shall include, without limitations, each Owner's pro rata share of the Assessments, as defined in Article X hereof. charged to the Owners within a Parcel, collected by the respective Master Property Owners. Developer shall mean and refer to such person or entity which takes title to a parcel for purposes of development, lease and/or sale of a particular product type in the ordinary course of business and is designated as such by Declarant by Supplemental Declaration as recorded in the Public Records of Palm beach County. Florida. Provided however. Declarant reserves to itself. its successors and assigns, the right to declare more 3/20/98 2 DRAFT than on parcel, should Declarant, in its sole discretion, determine that such building is being developed in a manner where the designation of more than one parcel would facilitate the administration of a building type. SECTION 11. "Operating Costs" shall mean and refer to all costs and expenses of the Association and the Common Areas including, without limitation, all costs of ownership; operation; administration; all amounts payable by Association; utilities; taxes; insurance; bonds; security costs; salaries; management fees; professional fees; service cots; supplies; maintenance; repairs; replacements; refurbishments; and any and all costs relating to the discharge of the obligations hereunder, or as determined to be part of the Operating Costs by Association. By way of example, and not of limitation, Operating Costs shall include all of the Association's legal expenses and costs relating to or arising from the enforcement and/or interpretation of this Declaration. SECTION 12. "Owner" shall mean and refer to one or more persons or entities who hold the record title to any lot, land, Parcel, Unit or Home which is part of the Properties, but excluding in all cases any party holding an interest merely as security of r the performance of an obligation. If any portion of the Properties is sold under a recorded contract of sale, the purchaser (rather than the fee owner) will be considered the Owner. The term "Owner" shall include the Declarant, and any Parcel Developer. SECTION 13. "Parcel" shall mean and refer to a platted or unplatted lot or tract, unit or other subdivision of real property upon which a Building has been, or will be, constructed. Once improved, the term Parcel shall include all improvements thereon and appurtenances thereto. The term Parcel. as used herein, may include more than one Building. SECTION 14. "Person" means a natural person, a corporation, a partnership, trustee or other legal entity. SECTION 15. "Properties" or "Grove Plaza Master" shall mean and refer to the real property described in Exhibits "A" attached hereto and shall further refer to such additional property as may hereafter be annexed by Subsequent Amendment to this Declaration or which is owned by the Association. SECTION 16. "Public Records" shall mean the Pub~ic Records of Palm Beach County, Florida. SECTION 17. "Reserves" shall have the meaning set forth In Article X, Section l(d) hereof. SECTION 18. "Special Assessments" shall mean and refer to assessments levied in accordance with Article X, Section 9(b) of this Declaration. SECTION 19. "Subsequent Amendment" shall mean an amendment to this Declaration which adds additional property to that covered by this Declaration. Such Subsequent Amendment may, but is not required to, impose, expressly or by reference, additional restrictions and obligations on the land submitted by that Amendment of the provisions of this Declaration. SECTION 20. 3/20/98 3 DRAFT ' For the purposes of this Declaration, a building shall come into existence when substantially complete or upon the issuance of a certificate of occupancy by the appropriate agency of the City of Boynton Beach, Florida, or other local government. ARTICLE II RIGHT OF ENJOYMENT Every Owner and the Declarant shall have a right and easement of enjoyment in and to the Common Areas subject to this Declaration and to any restrictions or limitations contained in any deed or amendment to this Declaration conveying to the Association or subjecting to this Declaration such property, ARTICLE III MEMBERSHIP AND VOTING RIGHTS SECTION 1. Membership. Each Owner, Phase, and all Parcel Developers, for such period that such respective party owns any lands subject to this Declaration shall be deemed to have a membership in the Association. SECTION 2. Voting. There shall be deemed to be 6 total votes in the Association. Each parcel shall have one vote of the Association. Except as otherwise provide in this Declaration, the Articles or By-Laws of the Association, all votes shall be exercised through the Board of Directors of the Association in the manner set forth in Section 3 hereafter. SECTION 3. Board of Directors. The Board of Directors shall be initially comprised of three persons. Until three months after five parcels are sold or have been conveyed by Declarant. its successors and assigns, to Owners, other than Parcel Developers, or such earlier date as may be elected by Declarant, in it sole discretion, Declarant shall have the right to appoint all members of the Board of Directors of the Association and each member of the Board of Directors shall have an equal vote. Thereafter, the Board shall be expanded to as many seats as there are Parcels within the Properties at that time and each member of the Board shall have the voting power as set forth below. At such time as Declarant no longer appoints all members of the Board of Directors, each Parcel shall elect one member to the Board of Directors of the Association. The manner of election of such member shall be as set forth in the applicable Parcel Documents. Should a particular Parcel be exempted by Declarant, in its sole discretion, by instrument recorded in the Public Records of Palm Beach County, Florida, then the rights as otherwise granted to such Parcel Association shall be exercised by the Owner thereof in accordance with terms and conditions as set forth in such instrument. Replacement of members of the Board of Directors shall be made by the respective party with the right to so designate or elect the same. SECTION 4. Implementation. Wherever a minimum affirmative vote is required by the Association Documents, such vote shall be deemed to require the minimum total vote of all votes permitted to be ca<;t of the Association and not a minimum vote of those present and voting, even the same shall constitute a quorum. ARTICLE IV 3/20/CJR 4 DRAFT MAINTENANCE AND PARCEL MATTERS SECTION 1. Association's Responsibility. It is the intent of Declarant that this Declaration and the Association only maintain and administer those functions which are re common to all parcels. The Association shall maintain and keep in good repair the Area of Common Responsibility, such maintenance to be funded as hereinafter provided. This maintenance shall include, but not be limited to, maintenance, monitoring, repair, and replacement, subject to any insurance then in effect, of all landscaping and other flora, structures. wetland mitigation areas, wetlands and improvements situated upon such areas, if applicable. The Association may, in the discretion of its Board, assume other maintenance responsibilities set out in any Subsequent Amendment of Declaration subsequently recorded upon all or any portion of the Properties. In such eveflt, all costs of such maintenance shall be assessed only against those Members residing in the portion of the Properties to which the services are provided. This assumption of responsibility may take place either by contract or because, in the opinion of the Board, the level and quality of service tben being provided is not consistent with he community-wide standard of maintenance of the Properties. The provision of services in accordance with this Section shall not constitute discrimination within a class. SECTION 4. Changes in Responsibility. Any changes which result in an increase of the maintenance responsibility of the Association shall require a vote of 2/3 approval of the Board of Directors. ARTICLE V INSURANCE AND CASUALTY LOSSES SECTION 1. Insurance. The Association's Board of Directors, or its duly authorized agent, shall have the authority to and shall obtain blanket all-risk insurance, if reasonably available, for all insurable improvements on the Common Areas. If blanket all- risk coverage is not reasonable available, then at a minimum an insurance policy providing fire and extended coverage shall be obtained. This insurance shall be in an amount sufficient to cover one hundred (100%) percent of the replacement cost of any repair or reconstruction in the event of damage or destruction from any insured hazard. The Board shall also obtain a directors and officers liability policy in such amounts as detennined by the Board of Directors and public liability policy covering the Common Areas. the Association and its Members for all damage or injury caused by the negligence of the Association or any of its Members or agents. The public liability policy shall have at least a One Million ($1,000.000.00) Dollar single person limit as respects bodily injury and property damage, a Three Million ($3.000,000.00) Dollar limit per occurrence, if reasonably available, and a Five Hundred Thousand ($500,000.00) Dollar minimum property damage limit. Premiums for all such insurance shall be common expenses of the Association. The policy may contain a reasonable deductible, and the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost. The deductible shall be paid by the party who would be responsible for the repair in the absence of insurance and in the event of multiple parties shall be allocated in relation to the amount each party's loss bears to the lotal responsible. 3/20/98 5 DRAFT Cost of insurance coverage obtained by the Association for the Common Areas shall be included in the operating Costs, as defined in Article I, Section 15 and as more particularly described in Article X, Section 3. All such insurance coverage obtained by the Board of Directors shall be written in the name of the Association as Trustee for the respective benefited parties, as further identified in (b) below. Such insurance shall be governed by the provisions hereinafter set forth: (a) All policies shall be written with a company licensed to do business in Florida which holds a Best's rating of A or better and is assigned a financial size category of XI or larger as established by A.M. best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating. (b) All policies on the Common Areas shall before the benefit of the Owners and their Mortgagees as their interests may appear. (c) Exclusive authority to adjust losses under policies in force on the Properties obtained by the Association shall be vested in the Association's Board of Directors; provided, however, no mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto. (d) In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with Insurance purchased by individual Owners, occupants, or their mortgagees. (e) All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Palm Beach County, Florida, area. (f) The Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following: (i) a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners, and their respective tenants, servants, agents, and guests; (ii) a waiver by the insurer of its rights to repair, and reconstruct, instead of paying cash; (iii) that no policy man be canceled, invalidated or suspended on account of any one or more individual Owners; (iv) that no policy may be canceled; invalidated, suspended on account of the conduct of any Director, officer, or employee of the Association or its duly authorized manager without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect llIay be cured by the Association, its manager, any Owner. or mortgagee; (v) that any "other insurance" clause in any policy exclude individual Owners' policies from consideration: and (vi) that no policy man be canceled or substantially modified without at least ten ( 10) days prior written notice to the Association. 3/20/98 6 DRAFT SECTION 2. Individual Insurance. By virtue of taking title to a Unit subject to the terms of this Declaration, each Owner covenants and agrees with all other Owners and with the Association that each Owner shall carry blanket all-risk casualty insurance on his Unites) and structures constructed thereon as provided for in Section I of this Article V, unless the Association carriers such insurance (which they are not obligated to do). Each Owner further covenants and agrees that in the event of a partial loss or damage and destruction resulting in less than total destruction of structures comprising his Unit, the Owner shall proceed promptly to repair or to reconstruct the damaged structure in a manner consistent with the original construction. In the event that the structure is totally destroyed and the Owner determines not to rebuild or to reconstruct, the Owner shall clear the Unit of all debris and return it to substantially the natural state in which it listed prior to the beginning of construction, SECTION 3. Damage and Destruction. (a) Immediately after the damage or destruction by fire or other casualty to all or any part of the Properties covered by insurance written in the name of the Association, the Board of Directors, or its duly authorized agent, shall proceed with the filing and adjustmerit of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed Properties. Repair or reconstruction, as used in this paragraph, means repairing or restoring the Properties to substantially the same condition in which they existed pr:or to the fire or other casualty, (b) Any damage or destruction to the Common Areas shall be repaired or reconstructed unless the Voting Members representing at least seventy-five (75%) percent to the total vote of the Association shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within said period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) days. No mortgagee shall have the right to participate in the determination of whether the common Areas damage or destruction shall be repaired or reconstructed. (c) In the event that it should be determined in the manner described above that the damage or destruction still not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the affected portion of the Properties shall be restored to their natural state and maintained by the Association in a neat and attractive condition. SECTION 4. Repair and Reconstruction. If the damage or destruction for which the insurance process are paid is to be repaired or reconstructed, and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall, without the necessity of a vote of the Members, levy a special assessment against all Owners in proportion to the number of Units owned. Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction. ARTICLE VI NO PARTITION Except as is permitted in the Declaration or amendments thereto, there shall be no physical partition of the Common Areas or any part thereof. nor shall any person acquiring any interest in the Properties or any part thereof seek any such judicial partition until the 3/20/98 7 DRAFT happening of the conditions set forth in Section 4 of Article V in the case of damage or destruction, or unless the Properties have been removed from the provisions of this Declaration. This Article shall not be construed to prohibit the Board of Directors from acquiring and disposing of tangible personal property nor from acquiring title to real property which mayor may not be subject to this Declaration. ARTICLE VII CONDEMNATION Whenever all or any part of the Common Areas shall be taken (or conveyed in lieu of and under threat of condemnation by the Board acting on the written direction of all Owners and the Declarant) by any authority having the power of condemnation or eminent domain, each Owner and the Declarant shall be entitled to notice thereof. The award made for such taking shall be payable to the Association as Trustee for all Owners and the Declarant to be disbursed as follows: If the taking involves a portion of the Common Areas on which improvements have been cons.tructed, then, unless within sixty (60) days after such at least seventy-five (75%) percent of the total votes of the Association permitted to be cast shall otherwise agree, the Association shall restore or replace such improvements so taken on the remaining land included in the Common Areas to the extent lands are available therefore, in accordance with plans approved by the Board of Directors of the Association. If such improvements are to be repaired or restored, the above provisions in Article V hereof regarding the disbursement 0 funds in respect to casualty damage or destruction which is to be repaired shall apply. If the taking does not involve any improvements on the Common Areas, or if there is a decision made not to repair or restore, or if there are net funds remaining after any such restoration or replacement is completed, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board of Directors of the Association shall determine. ARTICLE VIII ANNEXATION OF ADDITIONAL PROPERTY SECTION 1. Annexation With Approval of Board. Subject to consent of the owner thereof, on the affirmative vote of two-thirds 92/3) of the total votes of the Association as cast by the board, the Association may annex real property to the provisions of this Declaration and the jurisdiction of the Association by filing of record in the Public Records of Palm Beach County, Florida, an amendment in respect to the Properties being annexed. Any such amendment shall be signed by the President and the Secretary of the Association, and the owner of the properties being annexed, and any such, annexation shall be effective upon filing unless otherwise provided therein. The relevant provisions of the By-Laws dealing with regular or special meetings, as the case may be, shall apply to detennine the time required for and the proper form of notice of any meeting called for the purpose of considering, annexation of property pursuant to this Section 2 and to ascertain the presence of a quorum at such meeting. SECTION 2. Acquisition of Common Areas. Notwithstanding the provisions of Section I hereof, Declarant. its successors and assigns, may convey to the Association additional real estate. improved or unimproved, located within the real property subject to this Declaration, or annexed into this Declaration pursuant to Section I of this Article, without consent of the Board. which upon conveyance or dedication to the Association shall be accepted by the Association and thereafter shall be maintained by the 1/211/lJ}) 8 DRAFT Association at its expense for the benefit of all its Members. Any conveyance so made by Declarant shall not require the joinder or consent or any party. SECTION 3. Withdrawal. Unlil such lime as Declarant no longer owns any portion of the Properties, any portions of the Properties (or any additions thereto) may be withdrawn by Declarant from the provisions and applicability of this Declaration by the recording of any amendment to this Declaration in the Public Records. The right of Declarant to withdraw portions of the Properties shall not apply to any land which has been conveyed ton Owner unless that right is specifically reserved in the instrument of conveyance or the prior written consent of the Owner is obtained. The withdrawal of any portion of the properties shall not require the consent or joinder of any other party(including, but not limited to, Declarant, Association, Owners, or any lenders as to any lands subject to this Declaration). Association shall have the right to withdraw land form the Properties upon affirmative vote of 2/3 of the total votes of the Association as cast by the Board. Under no circumstances shall land be withdrawn from this Declaration or any amendment thereto that would result in any maintenance responsibility for the City of Boynton Beach, a Florida municipal corporation. ARTICLE IX RIGHTS AND OBLIGATIONS OF THE ASSOCIATION SECTION 1. Common Areas and Rights-of-Way. The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Common Areas and all improvements thereon (including, without limitations furnishings and equipment related thereto and common landscaped areas, and shall keep it in good, clean, attractive, and sanitary condition, order, and repair, pursuant to the terms and conditions hereof. SECTION 2. Personal Property and Real Property for Common Use. The Association, through action of its Board of Directors, may acquire, hold, and dispose of tangible and intangible personal property and real property. The Board, acting on behalf of the Association, will accept any real or personal property, leasehold, or other property interests within the Properties conveyed to it by the declarant, its successors and assigns. SECTION 3. Rules and Regulations. The Association, through its Board of Directors, may make and enforce reasonable rules and regulations governing the use of the Properties, which rules and regulations shall be consistent with the rights and duties established by this Declaration. SECTION 4. Implied Rights. The Association may exercise any other right or privilege given to it expressly by this Declaration or the By-Laws, and every other right or privilege reasonably to be implied form the existence of any right or privilege given to it herein or reasonable necessary to effectuate an such right or privilege. SECTION 5. l\'1ortgaging or Conveyance of Common Areas. The Common areas cannot be mortgaged or conveyed unless approved by at least two-thirds (2/3) of the total votes of the Association as cast by the Board. , ' SECTION 6. DISSOLlJTION OF THE ASSOCIATION. If the Association shall be dissolved, such portions of lhe common Areas which comprise the surface water management system, more particularly described in Article IX hereof. shall be conveyed to an appropriate agency of local government or, if not accepted, to a not-for- 3/20/98 9 DRAFT profit corporation similar in structure and purpose to the Association. This Section may not be amended without the consent of the District. Under no circumstances shall the City of Boynton Beach be responsible for any maintenance or repair responsibilities in the Common Areas should the Association be dissolved. ARTICLE X ASSESSMENTS SECTION 1. Types of Assessments. Each Owner shall hereafter be deemed to have covenanted and agreed to pay to Association assessments at the time and in the manner required by the Board, assessments or charges and any special assessments as are fixed, established and collected from time to time by Association (collectively, the "Assessments"), which Assessments shall be collected by the Association. The Assessments levied by Association shall be used for, among other things, the purpose of promoting the health, safety and welfare of the owners of the Properties, and in particular for the improvement and maintenance of the Common Areas and any easement in favor of the Association, including but not limited to the following categories of Assessments as and when levied and deemed payable by the Board: (a) Any monthly assessment or charge for the purpose of operating the Association and accomplishing any and all of its purpose, as determined in accordance herewith including, without limitation, payment of Operating Costs and collection of amounts necessary to pay any deficits from prior years' operation and costs for compliance with terms and provisions of the Grove Plaza Master Plan. (Hereinafter "Monthly Assessments") ; (b) Any special assessments for capital improvements, major repairs, emergencies or non-recurring expenses (hereinafter "Special Assessments"); (c) Assessments of any kind for the creation of reasonable reserves for any of the aforesaid purposes. At such time as there are improvements in any Common Areas for which Association has a responsibility to maintain, repair, and replace, Association may, but shall have no obligation to, include a "Reserve for Replaceme.lt" in the Monthly Assessments in order to establish and maintain an adequate reserve fund for the periodic maintenance, repair, and replacement of improvements comprising a portion of the Common Areas (hereinafter "Reserves"). Assessments pursuant to this Section shall be payable in such manner and at such times as determined by Association, and may be payable in installments extending beyond the fiscal year in which the Reserves are approved. (d) Assessments for which one or more Owners (but less than all Owners) within the Properties is subject, such as costs of. or costs relating to enforcement of the provisions of this Declaration as it relates to a particular Owner or Unit ("Individual Assessments"). The cost thereof, plus the reasonable administrative expenses of Association, shall be an Individual Assessment. The lien for an Individual Assessment may be foreclosed in the same manner as any other Assessment. SECTION 2. Designation. The designation of Assessment type shall be made by Association upon affirmative vote of 2/3 of the total votes of the Association as cast by the Board. Such designation may be made on the budget prepared by Association, SECTION 3. Allocation of Operating Costs. 3/20/98 10 DRAFT (a) For the period until the adoption of the first annual budget, the allocation of Operating Costs shall be as set forth in the' initial budget prepared by Declarant. (b) In the event the Operating Costs as estimated in the budget for a particular fiscal year is, after the actual Operating Costs for that period is known, more or less than the actual costs, then the difference shall, at the election of Association: (i) be added to the calculation of Monthly Assessments for the next ensuing fiscal year; or (ii) be immediately collected from a Parcel as a Special Assessment. Association shall have the unequivocal right to specially assess a Parcel retroactively on January I st of any year for any shortfall in Monthly Assessments, which Special Assessment shall relate back for the prior year to the date that the Monthly Assessments could have been made. No vote of the Owners shall be required for such Special Assessment (or for any other Assessment except to the extent specifically provided herein). (c) Each Parcel and the Members thereof agree that so long as it does not pay more than the required amount it shall have no grounds upon which to object to either the method of payment or non-payment by the other Parcel of any sums dues. SECTION 4. General Assessments Allocation. Except as hereinabove or hereinafter specified to the contrary, Monthly Assessments, Special Assessments and Reserves shall be allocated by each Parcel equally to each Owner. SECTION 5. Commencement of First Assessment. Subject to the provisions hereof, Assessments shall commence as to each portion of the Properties on the date determined by the board of Directors of the Association upon affirmative vote of 2/3 of the total votes of the Association as cast by the Board. The Board of Directors, in their discretion, may assess unimproved portions of the Properties at a lower rate than completed units. Notwithstanding the foregoing, no Assessment shall be made against the parcels and by the Grove Plaza Development Corporation. With respect to assessments during a period in which all or a portion of the lands described herein are exempt from assessment, assessments shall be only imposed against lands which are subject to assessment. SECTION 6. Short falls and Surpluses. All Persons subject to this Declaration acknowledge that because Monthly Assessments, Special Assessments, and Reserves are allocated based on the formula provided herein, it is possible that Association may collect more or less than the amount budgeted' for Operating Costs. So long as Declarant owns any portion of the Properties, Declarant shall either fund all or any portion of the shortfall in Monthly Assessments not raised by virtue of Monthly Assessments against the Parcel or to pay Monthly Assessments on Units. Declarant shall never be required to fund shortfalls in or pay Special Assessments, management fees or Reserves. Any surplus Assessment collected by Association may be allocated towards the next year's Operating Costs or, in Association's sole and absolute discretion, to the creation of Reserves, whether or not budgeted. Under no circumstances shall Association be required to pay surplus Assessments to Owners. Provided however, under no circumstance shall Declarant be required to pay any portion of any shortfall arising by virtue of any lands being exempt form assessment as set forth in Section 6 above or otherwise under this Declaration. SECTION 7. Budgets. The initial budget of the Association and each annual budget thereafter shall be adopted by an affirmative vote of 2/3 of total votes of the Association as cast by the Board, THE INITIAL BUDGET OF THE ASSOCIA TlON IS PROJECTED (NOT BASED ON HISTORICAL OPERATING FIGURES). THEREFORE, IT IS POSSIBLE THAT ACTUAL ASSESSMENTS MAY BE LESSER OR GREATER THAN PROJECTED. 3/20/98 11 DRAFT SECTION 8. Establishment of Assessments. Assessments shall be established in accordance with the following procedures: (a) Monthly Assessments shall be established by the adoption of a twelve (12) month operating budget by the Board. Written notice of the amount and date of commencement thereof shall be given to each Parcel and its Members not less than ten (10) days in advance of the due date of the first installment thereof. Notwithstanding the foregoing, the budget may cover a period of less than twelve (12) months if the first budget is adopted mid-year or in order to change the fiscal year of the Association. (b) Special Assessments and Individual Assessments may be established by Association, from time to time, and shall be payable at such time or time(s) as determined. So long as Declarant, its designated successors and assigns, owns any of the Properties, no Special Assessment shall be imposed without the consent of Declarant, its designated successors and assigns. (c) Association may establish, from time to time by resolution, rules or regulations, or by delegation to an officer or agent, including a professional management company. SECTION 9. Assessment Estoppel Certificates. No Owner shall sell or convey its interest in an interest in the Properties subject to this Declaration unless all sums due the Association have been paid in full and an estoppel certificate in recordable form shall have been received by such Owner. Association shall prepare and maintain a ledger noting Assessments due form each Owner. The ledger shall be kept in the office of Association. or its designees, and shall be open to inspection by any Owner. Within ten ( 10) days of written request therefore, there shall be furnished to an Owner an estoppel certificate in writing setting forth whether the assessments have been paid and/or the amount which is due as of any date. As to parties other than Owners who, without knowledge of error, rely on the certificate, the certificate shall be conclusive evidence of the amount of any Assessment therein stated. The Owner requesting the estoppel certificate shall be required to pay Association a reasonable sum to cover the costs of examining records and preparing such estoppel certificate. Each Owner waives its rights (if any) to an accounting related to Operating Costs or Assessments. SECTION 10. Payments of Real Estate Taxes. Each Parcel Owner shall pay all taxes and obligations relating to its lands which, if not paid, could become a lien against the lands which is superior to the lien for Assessments created by this Declaration. SECTION 11. Creation of the Lien and Personal Obligation. Each Parcel Owner, by acceptance of a deed or instrument of conveyance for the acquisition of title to any land subject to the terms of this Declaration, shall be deemed to have covenanted and agreed that the Assessments. and/or other charges and fees set forth herein, together with interest, late fees, costs and reasonable attorneys' fees and paraprofessional fees at all levels of proceedings including appeals, collections and bankruptcy, shall be a charge and continuing line in favor of Association encumbering such land and all personal property located thereon owned by the Owner against which each such Assessment is made. The lien is effective from and after recording a Claim of Lien in the Public Records stating the legal description 'of the land, name of the Owner and 'the amounts due as of that date, but shall relate back to the date that this Declaration is recorded. The Claim of Lien shall also cover any additional amounts which accrue thereafter until satisfied. Each Assessment, together with interest, late fees, costs and reasonable attorneys' fees and paraprofessional fees at all levels including appeals, collection and bankruptcy, and other costs and expenses provided for herein. shall be the personal obligation of the person who was the Owner of 3/20/98 12 DRAFT the land subject to this Declaration at the time when the Assessment became due, as well as the Owner's heirs, devisees, personal representative, successors or assigns. SECTION 12. Subordination Of The Lien To Mortgages. The lien for Assessments shall be subordinate to bona fide first mortgages on the applicable portion of land subject to this Declaration, if the mortgage is recorded in the Public Records prior to the Claim of Lien. The lien for Assessments shall not be affected by any sale or transfer of such land, except in the event of a sale or transfer (by deed in lieu of foreclosure or otherwise) of such land pursuant to a foreclosure of a bona fide first mortgage, in which event, the acquireI' of title, its successors an assigns, shall not be liable for Assessments encumbering such land or chargeable to the former Owner of the land which became due prior to such sale or transfer. However, any such unpaid Assessments for which such acquireI' of title is not liahle Illay he reallocated and assesscd to all Owncrs (including such acquirer of title) as a part of Operating Costs included within Monthly Assessments. Any sale or transfer (by deed in lieu of foreclosure or otherwise) pursuant to a foreclosure shall not relieve the Owner from liability for, nor the respective pOItion of land subject to this Declaration from the lien of, any Assessments made thereafter. Nothing herein contained shalI be construed as releasing the party liable for any delinquent Assessments from the payment thereof, or the enforcement of colIection by means other than foreclosure. SECTION 13. Acceleration. In the event of a default in the payment of any Assessment, Association may accelerate the Assessments then due for up to the next ensuing twelve (12) month period. SECTION 14. Non-payment of Assessments. If any Assessment is not paid within fifteen (15) days (or such other period of time established by the Board) after the due date, a late fee of $25.00 per month per delinquent Unit (or such greater amount established by the Board), together with interest in an amount equal to the maximum rate allowable by law (or such lesser rate established by the Board), per annum, beginning from the due date until paid in full, may be levied. Association ,may, at any time thereafter, bring an action at law against the Owner personalIy obligated to pay the same to the Neighborhood Association and/or Phase Association, and/or foreclose the lien against the Unit, or both. Association shall not be required to bring such an action if it believes that the best interests of Association would not be served by doing so. There shall be added to the Assessment all costs expended in preserving the priority of the lien and all costs and expenses of collection, including attorneys' fees and paraprofessional fees, at all levels of proceedings, including appeals, collection and bankruptcy. No Owner may waive or otherwise escape liability for Assessments provided for herein by non-use of, or the waiver of the right to use the Common Areas or by abandonment of a Unit or land. SECTION 15. Exemption. Declarant, at Declarant's sole option, may pay Assessments on Units owned by it or shall pay the shortfalls as set forth in Section 6 of this Article. In addition, the Board, upon affirmative vote of 2/3 of the total votes of the Association as cast by the Board, shall have the right to exempt any portion of the Properties subject to this Declaration from the Assessments. provided that such part of the Properties exempted is used (and as long as it is used) for any of the following purposes: (a) Any easement or other interest therein dedicated and accepted by the local public authority and devoted to public use: (b) Common Areas: (c) Any of the Properties exempted from ad valorem taxation by the laws of the State of Florida: 3/20/98 13 DRAFT (d) Any easement or other interest dedicated or conveyed to not for profit corporations for the use and benefit of residents in the Development of Regional Impact of which the Properties are a part. Except as otherwise provided in this Article, and in this Section, no land or improvements devoted to a Unit shall be exempt from Assessments. SECTION 16. Collection by Declarant. If for any reason Association shall fail or be unable to levy or collect Assessments, then in that event, Declarant shall at all times have the right but not the obligation: (i) to advance such sums as a loan to Association to bear interest and to be repaid as hereinafter set forth; and/or (ii) to levy and collect such Assessments by using the remedies available as set forth above, which remedies, including but not limited to, recovery of attorneys' fees and paraprofessional fees at all levels including appeals, collections and bankruptcy, shall be deemed assigned to Declarant for such purposes. If Declarant advances sums, it shall be entitled to immediate reimbursement, on demand, from Association for such amounts so paid, plus interest thereon at the Wall Street Journal Prime Rate plus two percent (2%), plus any costs of collection including, but not limited to, reasonable attorneys' fees and paraprofessional fees at all levels, including appeals, collections and bankruptcy. SECTION 17. Rights to Pay Assessments and Receive Reimbursement. Association, Declarant, any Parcel Developer and any respective Lender with respect to any portion of land subject to this Declaration shall have the right, but not the obligation, jointly and severally, and at their sole option, to pay any Assessments or other changes which are in default and which mayor have become a lien or charge against such portion of land. If so paid, the party paying the same shall be subrogated to m enforcement rights of Association with regard to the amounts due. ARTICLE XI DRAINAGE AND SURFACE WATER MANAGEMENT SECTION 1. Drainage System. Any drainage system shall comply with the terms and conditions of the Crove Plaza and the District permit referenced in Section 2 hereof. The respective Parcel Developers shall be solely responsible for (i) the drainage systems which are internal to the each respective parcel and (ii) any environmental mitigation areas and conservation areas lying solely within the respective parcel. The Association shall have no responsibility for installation, maintenance, cost or expense with respect to items (i) and (ii) above. Except as set forth in Section 2 below, the Declarant and Association shall have no responsibilit), for any drainage s)'stem installed by an~' Parcel Developer, an)' environmental mitigation areas or consenation areas lying solei)' within a Developer, an~' . I'" . I . I I . tll' envlronmenta mitigation areas or conservation areas )'IDg so e y WI IR a respective Parcel and Association shall haye no responsibilitJ' for any dFainage system internal to a Parcel, The sole responsibility of the Association with regard to drainage being the maintenance of surface water management systems as set forth in Section 2. SECTION 2. Surface 'Vater Management Regulations. Association acknowledges that the surface water management system is within the Common Areas of the Association, or within the respective Common Areas of a Parcel and Association is responsible to operate and maintain such surface water management system, includin~ any monitoring requirement. which may be associated therewit~ (but specifically excludes Items (i) and (ii) of Section I above). The costs of the operatIon and maintenance of surface 3/20/98 14 DRAFT water management system is part of the Operating Costs of Association and each Owner shall pay Assessments which shall include a pro rata share of such costs. An estimate of the costs of operation and maintenance of the surface water system, if any, will be included in each budget of Association. Association shall submit to the District any proposed amendment to the Association Documents which will affect the surface water management system, including any environmental conservation areas and the water management portions of the Common Areas of the Association or the common areas of the Neighborhood Associations. The District shall then inform Association as to whether the amendment requires a modification of the surface water management permit for the Properties. If a modification of the water management permit is necessary, the District shall so advise Association. Once Association receives the modification to the water management permit and any conditions to the permit, both shall be attached as an exhibit to an amendment to this Declaration which amendment shall not require the approval of the Owners. Association shall maintain copies of all water management permits and correspondence with respect to such permits for the benefit of the Association. After initial construction of the surface water management system, the permit applicable thereto as issued by the District may be assigned by Declarant to Association, and upon such assignme'?t, Association shall assume rights and obligations thereunder. SECTION 3. Conditions of the Properties. Swales and waterbodies, whether man-made, altered or natural are part of or contribute to the Surface Water Management System and are not designed as aesthetic features. Rainfall and groundwater elevations may affect the depth of waterbodies from dry to deep, and the maintenance of a particular water level is not the responsibility of the Association or Declarant. All Persons, Owners, Mortgagees, and all of their invitees and licensees are hereby put on notice of these conditions of the Properties, natural, altered and man-made, and by entering the Properties or acquiring any interest in any part of the Properties acknowledge the necessary existence of these conditions which, under certain circumstances, may be hazardous. Neither the Declarant not the Association shall have a duty to protect anyone from the consequences of contact with these conditions. ARTICLE XII GENERAL PROVISIONS SECTION 1. Term. The covenants and restrictions of this Declaration shall run with and bind the Properties, and shall inure to the benefit of and shall be enforceable by each of the Declarant, Association or the Owner of any Properties subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, for a term of thirty (30) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless an instrument in writing, signed by a majority of the then Owners, has been recorded within the year preceding the beginning of each successive period of ten (10) years. agreeing to change said covenants and restrictions, in whole or in part, or to terminate the same. Under no circumstances shall the City of Boynton Beach be responsible for any maintenance or repair responsibilities in the Common Areas should the term of these covenants and restrictions expire. SECTION 2. Amendment. Except as elsewhere stated herein, this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of the Board of Directors representing 2/3 of the total votes of the Association. However. the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that 3/20/98 15 DRAFT clause. Any amendment must be recorded in the Public Records of Palm Beach County, Florida. Under no circumstances shall the City of Boynton Beach be responsible for any maintenance or repair responsibilities in the Common Areas as a result of an amendment to this declaration of covenants and restrictions. ' SECTION 3. Indemnification. The Association shaH indemnify every officer, director, and commiuee member against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or director in connection with any action, suit, or other proceeding (including settlement of it or proceeding, if approved by the ten Board of Directors) to which he or she may be a party by any such reason of being or having been an officer of director. The officers and directors shall no be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment m;Jde by the, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitmenl. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled. The Association shall. as a common expense, maintain adequate general liability an officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available. SECTION 4. Delegation of Use. Any Owner may delegate, in accordance with the By-Laws of the Association, his or her right of enjoyment of the Common Areas adjacent thereto or as between adjacent units due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of these restrictions) to a distance of not more than one (1) foot, as measured from any point on the common boundary between each Unit and the adjacent portion of the Common Areas or as between said adjacent Units, as the case may be, along a line perpendicular to such boundary at such point; provided, however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful and knowing conduct on the part of an Owner. tenant, or the Association. SECTION 5. Easements of Encroachment. There shall be reciprocal appurtenant easements of encroachment as between each Unit and such portion or portions of the Common Areas adjacent thereto or as between adjacent Units due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of these restrictions) to a distance of not more than one ( I) foot. as measured from any point on the common boundary between each Unit and the adjacent portion of the Common Areas or as between said adjacen, Units, as the case may be, along a line perpendicular to such boundary at such point; provided, however, in no event shall an easement for encroachment exist if such encroachme:Jt occurred due to willful and knowing conduct on the part of an Owner, tenant, or the Association. SECTION 6. Easements and Permits Reserved. In order to effect orderly development of the Properties and to comply with governmental requirements, from time to time existing, Declarant hereby reserves to itself. and its designated successors and assigns (including, without limitation, the City of Boynton Beach, and any utility) blanket easements upon, across, over. and under all of the Common Areas and the Properties for ingress. egress, installation. replacing, repairing, and maintaining drainage, surface water management system. and ~II utilities. including but not limited to, water, sewers, meter boxes, telephones, gas. and electricity for the benefit of lands within the Properties. With 3/20/98 16 DRAFT respect to any such easement reserved, it is further reserved to Declarant, its successors and assigns, the right to modify or relocate any easement. Any plat within the Properties or specific grant of easement may designate the location of easements and upon such designation, any modification or relocation of easement shall not adversely and materially impact any buildings by falling within the building pad of a building, unless such easement is required to serve the respective building. Any portion of the reserved easements may be assigned by written instrument to the Association, and the Association shall accept the assignment upon such terms and conditions as are acceptable to the assignor, or to any other Person. If any portion of the reserved easement is assigned to the Association, the Board shall, upon written request, grant such easements as may be reasonably necessary for the development of any Properties or that may be annexed in accordance with Article VIII of this Declaration. Association or and any Owners will, without charge, if requested by Declarant: (a) join in the creation and/or relocation of the easements and the operations thereof; and (b) collect and remit fees associated therewith, if any, to the appropriate party. Any grant or relocation of easement or relocation of easement may be prior to or subsequent to the conveyance of a Unit so encumbered. Should any entity furnish a service covered by the general easement herein provided request a specific easement by separate recordable document, the Board of Directors shall have the right to grant such easement on said Properties without conflicting with the terms hereof. The easements provided for in this Article shall in no way adversely affect any other recorded easement on the Properties. The Board shall have, by a two-thirds (2/3) affirmative of the total votes of the Association as cast by the Board, the power to dedicate all or part 0 the Common Areas to Palm Beach County, other local, state, or federal governmental entity. SECTION 7. Severability. Invalidation of anyone of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. SECTION 8. Litigation. No judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by a vate of seventy-five (7590) percent of the Board of Directors. This Section shall not apply, however, to (a) actions brought by the Association to enforce the provisions of this Declaration (including, without limitation, the foreclosure of liens), (b) the imposition and collection of personal assessments as provided in Article X hereof, (c) proceedings involving challenges to ad valorem taxation, or (d) counterclaims brought by the Association in proceedings instituted against it. This Section shall not be amended unless such amendment is made by the Declarant or is approved by the percentage votes, and pursuant to the same procedures, necessary to institute proceedings as provided above, SECTION 9. Enforcement. The Declarant, Association. any Neighborhood Association, any Phase Association or any Owner shall have the right to enforce, by a proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Court costs and reasonable attorneys' fees for a proceeding at law to enforce this Declaration, including any appeal thereof, shall be borne by the Owner(s) against whom the suit has been filed. if the Declarant. Association or other Owner who brought the proceeding prevails. Failure by the Declarant, Association, applicable Neighborhood Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. 3/20/98 17 DRAFT SECTION 10. Authority of Board. Except when a vote of the membership of the Association is specifically required, all decisions, duties, anf! obligations of the Association hereunder may be made by the Board. Association, Phase Association, Neighborhood Associations and Owners shall be bound thereby. SECTION 11. Approval of Association Lawsuits by Members. No judicial or administrative proceeding shall be commenced or prosecuted by Association unless approved by a vote of seventy-five (75%) percent of the Owners. This section shall not. however. apply to: (a) Actions brought by Association to enforce the provisions of the Association Documents including, without limitation, the foreclosure of liens or enforcement of Community Architectural Stands); (b) The imposition and collection of Assessments as provided in this Declaration; (c) Proceedings involving challenges to ad valorem taxation: (d) Counterclaims brought by Association in proceedings instituted against it. This section shall not be amended unless the prior written approval of Declarant is obtained, which may be granted or denied in its sole discretion. ARTICLE XIII MORTGAGEES' RIGHTS The following provisions are for the benefit of holders, insurers, or guarantors of first mortgages on Units in the Properties. To the extent applicable, necessary, or proper, the provisions of this Article XIII apply to both this Declaration and to the By-Laws of the Association. Where indicated, these provisions apply only to "eligible holders," as hereinafter defined; provided. however, voting percentages set forth herein are subject to and controlled by higher percentage requirements, if any, set forth elsewhere in this Declaration for specific actions. SECTION 1. Notices of Action. An institutional holder, insurer, or guarantor of a first mortgage, who provides written request to the Association (such request to state the name and address of such holder. insurer, or guarantor and the unit number), therefore becoming an "eligible holder", will be entitled to timely written notice of: (a) any proposed termination of the Association; (b) any condemnation loss or any casualty loss which affects a material portion of the Properties or which affects any Unit on which there is a first mortgage held, insured, or guaranteed by such eligible holder; (c) any delinquency in the payment of assessments or charges owned by an Owner of a Unit subject to the mortgage of such eligible holder, insurer. or guarantor. where such delinquency has continued for a period of sixty (60) days. (D) any lapse. cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association. First mort'gagees may, jointly or singly. pay taxes or other charges which are in default and which mayor have become a charge against the Common Areas and may pay overdue premiums on casualty insurance policies. or secure new casualty insurance coverage upon the lapse of a policy, for the Common Areas, and first mortgagees making such payments shall be entitled to immediate reimbursement from the Association. 3/20/98 18 DRAFT ARTICLE XIV ADDITIONAL MATTERS SECTION 1. Modification. The development and marketing of the Properties will continue as deemed appropriate in Declarant's sole discretion, its designated successors and assigns, and nothing in this Declaration, or otherwise, shall be construed to limit or restrict such development and marketing. It may be necessary or convenient for the development of the Properties to, as an example and not a limitation, amend a plat and/or the Master Development Plan, modify the boundary lines of the Common Areas, grant easements, dedications, agreements, licenses, restrictIons, reservations, covenants, rights- of-way, and to take such other actions which Declarant, or its' agents, affiliates, or assignees may deem necessary or appropriate.. SECTION 2. Additional Development. If Declarant withdraws portions of the Propelties from the operation of this Declaration, Declarant may, but is not required to, subject to governmental approvals, create other forms of property ownership or other improvements of any nature on the property not subjected to or withdrawn form the operation of this Declaration. Declarant shall no be liable or responsible to any person or entity on account of its decision to do so or to provide, or fail to provide, the amenities and/or facilities which were originally planned to be included in such areas. If so designated by Declarant, owners or tenants of such other forms of improvements upon their creation, may share in the use of all or some of the Common Areas and other facilities and/or roadways which remain subject to this Declaration. The expense of the operation of such facilities shall be allocated to the various users thereof, if at all, as determined by Declarant. SECTION 3. Representations. Declarant makes no representations concerning development both within the boundaries of the Properties including, but not limited to, the number, design boundaries configuration and arrangements, prices of all Parcels and buildings in all other proposed forms of ownership and/or other improvements on the Properties or in the Properties or adjacent or near the Properties, including, but not limited to, the size, locations, configuration, elevations, design, building materials, height, view, airspace, number of buildings. location of easements, parking and landscaped areas, services and amenities offered. Declarant has and will convey portions of the property to independent builders, developers and other persons or entities. Declarant is not a guarantor of the performance of such builders, developers and other person or entities and shall only be liable for actions or inaction it actually takes or fails to take and not for the performance or nonperfonnance of others. Declarant is not a venturer. co-venturer, partner, principal, agent or guarantor of such builders, developers of other persons or entities, who may own, manage, develop, sell, lease property or provide services within the Properties, except to the extent that Declarant has entered into an express agreement in which such status is expressly assumed by Declarant, Further, Declarant is selling pruperty within the Properties based on criteria which Declarant, in its sole discretion, deems appropriate. Each Owner, by virtue of acceptance of title to his Unit and each other person having an interest or lien upon, or making any use of the all or any portion of the Properties, or services provided therein, shall exercise its own judgment as to whether to deal, use or rely upon such builder, developer or other person or entity, and shall not rely upon the judgment of Declarant. Declarant undertakes only such obligations to which it expressly committed to do so by written instrument intended to be binding on Declarant. Oral representations shall not be relied upon. 3/20/98 19 DRAFT Each Owner, by acceptance of title to this Unit and each other person having an interest in or lien upon, or making any use of any portion of the Properties (by virtue of accepting such interest or making such use) shall be bound by this Article XIV, Section 3 and shall be deemed to have automatically waived any and all rights, claims demands and causes of action against Declarant arising from or connected with any matter for which the liability of Declarant has been disclaimed in this Article XIV, Section 3. SECTION 4. Non-Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE ASSOCIA nON DOCUMENTS, ASSOCIATION SHALL NOT BE LIABLE OR RESPONSIBLE FOR, OR IN ANY MANNER A GUARANTOR OR INSURER OF THE HEALTH, SAFETY OR WELFARE OF ANY OWNLk, OCCUPANT OR USER OF ANY PORTION OF THE PROPERTIES INCLUDING, WITHOUT LIMITATION, RESIDENTS AND THEIR FAMILIES, GUESTS, LESSEES, LICENSEES, INVITEES, AGENTS, SERVANTS, CONTRACTORS, AND/OR SUBCONTRACTORS OR FOR ANY PROPERTY OF ANY SUCH PERSONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: A. IT IS THE EXPRESS INTENT OF THE ASSOCIATION DOCUMENTS . THAT THE V ARIOUS PROVISIONS THEREOF WHICH ARE ENFORCEABLE BY ASSOCIATION AND WHICH GOVERN OR REGULATE THE USES OF THE PROPERTIES HAVE BEEN WRITTEN, AND ARE TO BE INTERPRETED AND ENFORCED FOR THE SOLE PURPOSE OF ENHANCING AND MAINTAINING THE ENJOYMENT OF THE PROPERTIES AND THE VALUE THEREOF; AND B. ASSOCIATION IS NOT EMPOWERED, AND HAS NOT BEEN CREATED, TO ACf AS AN AGENCY WHICH ENFORCES OR ENSURES THE COMPLIANCE WITH THE LAWS OF THE STATE OF FLORIDA AND/OR PALM BEACH COUNTY OR PREVENTS TORTIOUS ACTIVITIES; AND C. THE PROVISIONS OF THE ASSOCIATION DOCUMENTS SETTING FORTH THE USES OF ASSESSMENTS WHICH RELATE TO HEALTH, SAFETY AND WELFARE SHALL BE INTERPRETED AND APPLIED ONLY AS LIMIT A nONS ON THE USES OF ASSESSMENT FUNDS AND NOT AS CREATING A DUTY OF THE ASSOCIATION TO PROTECT OR FURTHER THE HEALTH, SAFETY, OR WELFARE OF ANY PERSON(S), EVEN IF ASSESSMENT FUNDS ARE CHOSEN TO BE USED FOR ANY SUCH REASON. EACH OWNER (BY VIRTUE OF HIS ACCEPTANCE OF A DEED OF CONVEY ANCE TO ANY PORTION OF THE PROPERTIES) AND EACH OTHER PERSON HAVING AN INTEREST IN OR LIEN UPON, OR MAKING A USE OF, ANY PORTION OF THE PROPERTIES (BY VIRTUE OF ACCEPTING SUCH INTEREST OR LIEN OR MAKING SUCH USE) SHALL BE BOUND BY THIS SECTION AND SHALL BE DEEMED TO HA VE AUTOMATICALLY WAIVED ANY AND ALL RIGHTS, CLAIMS, DEMANDS AND CAUSES OF ACTION AGAINST ASSOCIATION ARISING FROM OR CONNECTED WITH ANY MATIER FOR WHICH THE LIABILITY OF THE ASSOCIATION HAS BEEN DISCLAIMED IN THIS SECTION OR OTHERWISE. AS USED IN THIS SECTION, "ASSOCIATION" SHALL INCLUDE WITHIN ITS MEANING ALL OF ASSOCIATION'S DIRECTORS. OFFICERS. COMMITTEE AND BOARD MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS (INCLUDING MANAGEMENT COMPANIES SUBCONTRACTORS, SUCCESSORS AND ASSIGNS). SECTION 5. Waiver of Trial by Jurv and Release. BY ACCEPTANCE OF A DEED, EACH OWNER KNOW"INGL Y, VOLUNT ARIL Y. AND 3/20/98 20 DRAFT INTENnONALL Y WAIVES ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, WITH RESPECT TO ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM OR CROSS CLAIM, WHETHER IN CONTRACT AND/O IN TORT (REGARDLESS IF THE TORT ACTION IS PRESENTLY RECOGNIZED OR NOT), BASED ON, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO ASSOCIATION DOCUMENTS, INCLUDING ANY COURSE OF CONDUCT COURSE OF DEALING VERBAL OR WRITTEN ST A TEMENT, V ALlDATION, PROTECTION, ENFORCEMENT ACTION OR OMISSION OF ANY PARTY. DECLARANT HEREBY SUGGESTS THAT EACH OWNER UNDERSTAND THE LEGAL CONSEQUENCES OF ACCEPTING A DEED TO ANY PORTION OF THE PROPERTIES. AS A FURTHER MATERIAL INDUCEMENT FOR DECLARANT TO SUBJECT THE PROPERTIES TO THIS DECLARATION, EACH OWNER DOES HEREB Y RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND FOREVER DISCHARGE DECLARANT, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL LIABILITY CLAIMS, COUNTERCLAIMS., DEFENSES, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER IN LAW OR IN EQUITY WHICH AN OWNER MAY HAVE IN THE FUTURE, OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSORS, HEIR OR ASSIGN OF OWNER HEREAFrER CAN, SHALL OR MAY HAVE AGAINST DECLARANT, ITS RESPECTIVE, OFFICERS, DIRECTORS, EMPLOYEES, LIMITED AND GENERAL PARTNERS AND AGENTS, AND ITS AFFILIATES AD ASSIGNS, FOR, UPON OR BY REASON OF ANY MA TIER, CAUSE THIS RELEASE AND WAIVER IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAWS OF THE ST ATE OF FLORIDA. SECTION 6. Duration of Rights. The rights of Declarant set forth in this Declaration shall, unless specifically provided to the contrary herein, extend for a period of time ending upon the earlier of (a) when neither Declarant nor any affiliate of Declarant has any further interest of any kind in the Properties; or (b) a relinquishment by Declarant in an amendment to the Declaration placed in the Public Records. SECTION 7. Matters with regard to the Properties. Declarant reserves to itself, its successors and assigns, any and all rights to amend the Master Development Plan, without the joinder and consent of any party. Further, Declarant reserves to itself, its successors and assigns, the rights as developer of the Grove Plaza to make modifications thereto without the joinder and consent of any party. Declarant reserves the right to assign to Association, and Association shall assume, all or any obligations of Declarant under the Grove Plaza Master Plan. SECTION 8. Transfer of Rights. Any or all of the special rights and obligations of the Declarant may be transferred to other persons or entities, in whole or in part, provided that the transfer shall not reduce an obligation nor enlarge a right beyond that contained herein, and provided further, no such transfer shall be effective unless it is in a written instrument signed by the Declarant and duly recorded in the Official Records of Palm Beach County, Florida. SECTION 9. Use of Common Areas and Other Portions of the Properties. Notwithstanding any provisions contained in the Declaration to the contrary, so long as Declarant. in its sole judgment, deem it necessary, it shall be expressly permissible for Declarant to maintain and carry on upon portions of the Common Areas such facilities and activities as. in the sole respective opinions of Declarant, its designated successors and assigns. may be reasonably required, convenient. or incidental to the 3/20/98 21 DRAFT construction or sale of such lands subject to this Declaration and Units, including, but not limited to, business offices, signs, model units, and sales offices, and the Declarant shall have an easement for access to such facilities. The right to maintain and carry on such facilities and activities shall include specifically the right to use residences owned by the Declarant, its designated successors and assigns, if any, as models and sales offices. Further, Declarant reserves for itself, its successors and assigns, at any time, whether or not Declarant still owns lands subject to this Declaration, the right to enter on the Properties for the purpose of performance of corrective work, maintenance, repair of replacement of any item of work for which a permit was issued in the name of Declarant, its successors or assIgns. IN WITNESS \VHEREOF, the undersigned Declarant has executed this Declaration this day of , 19---=- WALTER H. JANKE Witness: Print Name: Date: Witness: Print Name: ALICE FAY Witness: Print Name: Date: Print Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 1998, by WALTER H. JANKE, who produced as identification and who did (did not) take an oath. My Commission Expires: NOTARY PUBLIC, STATE OF FLORIDA PRINT NAME: ST ATE OF FLORIDA COUNTY OF 3/20/98 22 DRAFT' The foregoing instrument was acknowledged before me this day of , 1998, by ALICE FAY, who produced as identification and who did (did not) take an oath. My Commission Expires: NOTARY PUBLIC, STATE OF FLORIDA PRINT NAME: Witness: Print Name: By: Date: Witness: Print Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this , 1998, by day of , as , a Florida corporation, on behalf of as identification and who did (did not) take President of the corporation, who produced an oath. My Commission Expires: NOT ARY PUBLIC, ST ATE OF FLORIDA 3/20/98 23