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R94-123 RESOLUTION NO. R94-/,~-.~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING ACCEPTANCE OF THE FINAL PLAT FOR QUAIL RUN VILLAS, P.U.D.,ALSO APPROVING THE FORM AND CONTENT OF THE DECLARATION OF RESTRICTIONS FOR QUAIL RUN VILLAS, AND THE MAINTENANCE AGREEMENT, WHICH DOCUMENTS ARE ATTACHED HERETO AS COMPOSITE EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Boynton Beach, upon recommendation of staff, does hereby accept the Final Plat for Quail Run Villas, P.U.D.,, and also approves the form and content of the Declaration of Restrictions for Quail Run Villas, and the Maintenance Agreement, which documents are attached hereto as composite Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OFBOYNTON BEACH, FLORIDA, THAT: ~ The City Commission of the City of Boynton Beach, Florida hereby accepts the Final Plat for Quail Run Villas, P.U.D. and also approves the form and content of the Declaration of Restrictions for Quail Run Villas and the Maintenance Agreement, which documents are attached hereto as composite Exhibit "A". ~ This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this x'~ day of July, 1994. ATTEST: Cif~ Clerk CITY OF BOYH'i~ON BE~ACH, FLORIDA Mayor ~ ~x ~, ~ /--~c~, yor / Commis~.~r[~" Finai Plat. Quail Run.7/13/94 MAI1VFENANCE AGREEMENT The Party of the First Part, Quail Rim Master Association. inc.. hereinafter r~f'crred to a~ the .~SSOC~ON, hereby agrees and contracts witla the Party of the 8ccond Part, Ctty of Bolmmn Beach, Florida. here- Inafter referred to as CITY, that as' consideration for the platting of QUAIL RUN VILLAS, tt will maintain the following described areas: LAKE BANK ALONG THE SOUTH SIDE OF WOOLBRIGHT ROAD - This is the land area identified on Exhibit 'A' attached hereto. The Improvemente eubject to "maintenance" include ~he landscaping and irrigation ~hown on said ext~lblt. WALL .qlXlD LANDIBCAPING SOUTH SIDI$ OF WOOLBRIGHT ROAD - This is the area located within the 15' 'Wall/Landscape Maintenance Easement" immediately adjacent to Woolbright Road and as identified on the proposed QUAIL RUN VILLAS Plat, A copy of said plat is at- inched hereto as E.mhlblt 'B'. The Improvements subject to 'mainte- nance'' include landscaping, tiTlg'~ion, perimeter wall and signage wall lighting, LITTORAL ZONE; PLANTING - This ts thc area identified as the dub- merged planted area three (g) feet tn width located within Tract 9 (Water Management Tract) of the QUAIL LAKE WES'T AND TRACT'3 ONE AND TWO Plat. Tills plantecl area is further Identified on the landscape plan attached hereto as EXhibit 'C'. For the purpose of this agreement, MAINTENANCE shall mean the following: I. ~ODDED AREA~ - Mowing, trimming and edging, fertilization, tn~ect arid weed control, 2. TREES, SHRUBS AND GROUNDCOVERS - Pruning, mulching, fertfl- izatton, insect and weed control. WALL/SIGNAGE/LIGHTING - Cleaning, repair of stucco cracks, painting as needed; replacement of light bulbs as needed. IRRIGATION - Adjustment and replacement of sprinkler heads, lines and pump equipment as needed. In the event the ASSOCIATION fails to maintain said items. CIT~' shall provide writfen notice to the ASSOCIATION. If the ASSOCIATION falls to respond within forty-five (45) day~ of receipt of written notice, the CITY shall have the rlght to correct the ma/ntenance deficiencies and bill lxhe A,55OCIATION for the work completed. CITY shall also have the right [~ impose a lien cagalnst the ASSOCIATION property ff payment for .*Jae ~,ompleted work Iv not received within thirty {30) days of receipt of Invoice for said work. The ASSOCIATION ~hall cause thla agreement to be recorded in the pubhc record~ of Palm Beach County, Florida. .?; '~qTNESS WHEREOF, ASSOCL~.TION has hereunto set its band and seal this day of , , 1994. ASSOCIATION: QUAIL RUN ~R A$5OCtATION, INC. a Florida corporation, not for profit. Print Ne-me Print Name BY: 123 N.'gV. 13~1 5txeet 5ul~c 800 Boca P, aton. Florida 83432 ACF~NOg~LEDGMEh~F ~a~-a~ ~tldent ~i QU~L RUN ~S~R ~ ~ ~nd ~-~ ~c~ ~ ~ __ day o~ . , 1~94 by: 2 ~ary Pubhc D_IL-l~-1994 ~:73 £NGLE uOMES, IN6. 48? ?58 ~945 P.003,'006 : !_L~II Exhibit 'l' 40? '~'~ 8q4~ P 004/0~G I x~_-i]-1994 17:0~ ENGLE HOPIES~ IN.C, 40? 75.~ 6945 P.005,-I~06 3_L-17-1394 17:81 EHGLE ~FdFES, INs'. 40? ?50 6945 'lilt: 'tl,it ii' :""' zt~ [,,:Il 'il I Exhibit 'C' CONTRACT BOND KNOW ALL MEN BY TItESE PRESENTS: That Engle Homes/Palm Beach, Inc. (hereinafter called the Principal), as Principal and Amwest Surety Insurance Company, a surety company authorized to do business in the State of Florida (hereinafter called the Surety), as Surety, are held and firmly bound unto the City of Boynton Beach (hereinafter called the City), in the full and just sum of , to the payment of which sum, well and truly to be made, the Principal and Surety bind themselves, their and each of their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has applied to tile City for approval of a certain Plat known as "Quail Run Villas" (hereinafter called the Project), which was approved by the City on the Day of , 1994. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, That, if the Principal shall and well truly perform the Subdivision Improvements in accordance with the aforementioned Plat, then this obligation to be void; otherwise remain in full force and effect. SIGNED, sealed and dated this Day of ., 1994. Engle Homes/Palm Beach, Inc. Amwest Surety Insurance Company PREPARED BY: JEFFREY D. KNEEN, ESQ. Levy, Kneen, Wiener, Kornfeld & del Russo, P.A. 1400 Centrepark Boulevard Suite 1000 West Palm Beach, FL 33401 DRAFT INDEX DECLARATION OF RESTRICTIONS FOR QUAIL RUN VILLAS ARTICLE I - DEFINITIONS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. "Association" "Owne r" "Properties" "Common Area" "Unit" "Declarant" "Articles and By-Laws" "Public Records" "Master Association" Section 10. "Master Declaration" Section 11. "Institutional Mortgagee" ARTICLE II - ANNEXATION, WITHDRAWAL Section 1. Section 2. Section 3. Section 4. Annexation of Declarant. Annexation by Members. Withdrawal Dissolution. ARTICLE III - PROPERTY RIGHTS Section 1. Section 2. Owners' Easements of Enjoyment Delegation of Use ARTICLE IV - MEMBERSHIP AND VOTING.RIGHTS Section 1. Section 2. Membership. Classes of Membership ARTICLE V - COVENANT FOR ASSESSMENTS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Payment of Assessments. Creation of the Lien and Personal Obligation of Assessments Commencement of First Assessment. Establishment of Assessments. Effect of Nonpayment of Assessments; Remedies of the Association. Subordination of the Lien to Mortgages Loans to Association ARTICLE VI - MAINTENANCE OBLIGATION OF ASSOCIATION Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Con, on Area Building Exterior Maintenance Unit Landscaping Sprinkler System Right of Entry by Association Others PAGE 1 1 1 1 1 1 2 2 2 2 2 2 3 3 3 6 7 7 7 7 7 ARTICLE VII - MAINTENANCE OBLIGA'£ION OF OWNERS Section 1. Section 2. Owner's Responsibility Owner Liability ARTICLE VIII - EASEMENT FOR ENCROACIIMENTS ARTICLE IX - ARCHITECTURAL COMMITTEE Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Approval Necessary Membership to Co~l~ittee Endorsement of Plans Construction to be in Conformance with Plans Deemed Approval Right of Entry Declarant Exempt 8 8 8 8 9 9 9 9 9 9 ARTICLE X - RIGiITS OF DECLARANT Section 1. Section 2. Section 3. Sales Office Easements Alteration of Con. on Area Boundaries ARTICLE XI - ASSIGNMENT OF POWERS ARTICLE XII - PROHIBITED USES Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Garbage and Trash Temporary Structures Pets Pools Boats and Trailers Vehicles Signs Businesses Sanitation Section 10. Nuisances Section 11. Unlawful Use Section 12. Antennas Section 13. Residential Use Section 14. Use Section 15. Interference with Completion Section 16. Clothes Lines Section 17. Fences Section 18. Water Systems Section 19. Not applicable to Declarant 10 10 10 10 10 10 10 11 11 11 11 11 11 11 11 11 12 12 12 12 12 ].2 12 12 12 ARTICLE XIII - ROOF REPAIR AND REPLACEMENT 12 Section 1. Roof 12 Section 2. Arbitration 12 ARTICLE XIV - PARTY WALLS 13 Section 1. General Rules of Law to Apply 13 Section 2. Sharing of Repair and Maintenance 13 Section 3. Destruction by Fire or Other Casualty 13 Section 4. Weatherproofing 13 Section 5. Rights to Contribution Runs with Land 13 Section 6 Arbitration 13 Section 7. Alterations 13 Section 8. Perpetual Use. 13 Section 9. Mortgagees Protections 14 Section 10. Right of Access 14 Section 11. Location of Reconstruction 14 ARTICLE XV - INFORMATION TO LENDERS AND UNIT OWNERS Section 1. Section 2. Section 3. Section 4. Records Available. Financial Statement. Notices. Regulations ARTICLE XIII - INSURANCE Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Units. Common Areas Liability Insurance. Fidelity Bonds. Purchase of Insurance. Cost and Payment of Premiums. ARTICLE XVII - QUAIL RUN MASTER ASSOCIATION, INC. ARTICLE XVIII - CABLE TELEVISION AND SECURITY SERVICE Section 1. Section 2. Cable Television Security Service ARTICLE XIX - AMENDMENTS 14 14 14 14 15 15 15 15 15 15 16 16 16 16 16 17 17 ARTICLE XX - GENERAL PROVISIONS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Enforcement. Severability. Notices. Permits, Licenses and Easements Leasing of Units Litigation 17 17 3.7 17 18 18 18 EXHIBITS EXHIBIT A - Legal Description EXHIBIT B - Articles of Incorporation of Association EXHIBIT C - By-Laws of Association PREPARED BY: JEFFREY D. KNEEN, ESQ. Levy, Kneen, Wiener, Kornfeld & del R~sso, P.A. 1400 Centrepa~k Boulevard Suite 1000 West Palm Beach, FL 33401 DECLARATION OF RESTRICTIONS FOR QUAIL RUN VILLAS THIS DECLARATION, made by ENGLE HOMES/PALM BEACH, INC., a Florida corporation, whose address is Suite 300, 123 N.W. 13th Street, Boca Raton, Florida 33432, hereinafter referred to as "Declarant"; WIiEREAS, Declarant is the owner of certain property in Palm Beach County, Florida, more particularly described in EXHIBIT A affixed hereto and made a part hereof, and is desirous of subjecting such real property to tile covenants, conditions and restrictions hereinafter set forth, each and all of which are for the benefit of such property and each present and future owner and shall apply to and bind every present and future owner of said property and their heirs, successors and assigns; and, NOW, TtiEREFORE, Declarant hereby declares that the real property described in EXliIBIT A is and shall be held, transferred, sold, conveyed, used and occupied subject to the covenants, conditions and restrictions hereinafter set forth: ARTICLE I DEFINITIONS Section 1. "Association" shall mean and refer to QUAIL RUN VILLAS HOMEOWNERS ASSOCIATION, INC., its successors and assigns. Section 2. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Unit including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 3. "Properties" shall mean and refer to that certain 'real property described in EXIIIBIT A affixed hereto and made a part hereof, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 4. "Common Area" shall mean all real property (and interests therein and improvements thereon) and personal property owned or leased by or dedicated to the Association for the common use and enjoyment of the owners. Initially, the Common Area shall consist of Streets, Easements and Tracts dedicated to the Association in the "Quail Run Villas" plat recorded ill Plat Book ~, Page , Palm Beach County, Florida. Section 5. "Unit" shall mean each platted lot upon the Properties on which a single family, residential dwelling is constructed by Declarant and conveyed by recorded deed to a purchaser thereof (unless otherwise specifically stated to the contrary in such deed). Once a Unit is so created, no further resubdivision shall be permitted. It is anticipated that buildings will be constructed containing multiple Units, separated by Party Walls (See Article XIV hereof for Party Wall provisions). 1038d/0065d:l Section 6. "Declarant" shall mean and refer Homes/Palm Beach, Inc., a Florida corporation, its successors and assigns as set forth in ARTICLE XI hereof. to Engle specific Section 7. "Articles and By-Laws". It is intended that Articles of Incorporation for the Association be filed with the Florida Secretary of State, substantially in the form attached hereto as EXHIBIT B, and By-Laws for the Association be adopted substantially in the form attached hereto as EXHIBIT C. Section 8. "Public Records" shall mean the public records of Palm Beach County, Florida, as recorded in the Clerk of the Circuit Court's office thereof. Section 9. "Master Association" shall mean and refer to QUAIL RUN MASTER ASSOCIATION, INC., a not-for-profit Florida corporation, which was created for the purpose of administering the operation and management of all the common areas within Quail Run, located in Boynton Beach, Palm Beach County, Florida, and to undertake such acts and duties as more specifically set forth in the Master Declaration. Please refer to Article XVII of this Declaration for more information pertaining to the Master Association. Section 10. "Master Declaration" shall mean and refer to the Declaration of Covenants, Restrictions, Easements and Liens for Quail Run recorded in Official Records Book 5509, Page 198, as amended, in the Public Records ()f Palm Beach County, Florida. Section 11. "Institutional Mortgagee" shall mean a bani{, savings and loan association, insurance company, real estate or mortgage investment trust, pension fund, an agency of the United States Government, a mortgage banker, any other lender generally recognized as an institutional type-lender, or Declarant, holding a mortgage on a Unit. ARTICLE II ANNEXATION AND WITHDRAWAL Section 1. Annexation of Declarant. Until such time as Class B Membership in the Association has ceased pursuant to the provisions of ARTICLE IV hereof, additional residential property and/or Common Area may be annexed to the Properties with the consent and approval of Declarant. Except for applicable governmental approvaIs, no consent from any other party, including Class A members, or any mortgagees of any Units shall be required. Such annexed lands shall be brought within the scheme of this Declaration by the recording of a short form Notice of Declaration that shall be executed by Declarant in the Public Records. The short form of Declaration shall refer to this Declaration and shall, unless specifically otherwise provided, incorporate by reference all the terms, protective covenants and conditions of this Declaration, thereby subjecting said annexed lands to such terms, covenants, conditions and restrictions as fully as though said annexed lands were described herein as a portion of the properties. Such Notice of Declaration may contain such additions or modifications of the covenants and restrictions contained in this Declaration as may be necessary to reflect the different character, if any, of the added land and as are not inconsistent with the scheme of this Declaration. In no event, however, shall such a Notice of Declaration revoke, modify or add to the covenants established by this Declaration as to the Properties. Section 2. Annexation by Members. At such time as Class B Membership has ceased pursuant to the provisions of ARTICLE IV hereof, additional lands may be annexed with the consent of two-thirds (2/3rds) of the vote of the membership in the Association and applicable governmental approvals. t038d/0065d:2 Section 3. Withdrawal. For a period of five years from the date of recordation of this Declaration, the Declarant shall be entitled to withdraw any portion of the Properties which are described in Exhibit A affixed hereto (or any additions thereto which may be annexed in accordance with tile provisions of Section 1 of this Article II) from the provisions and applicability of this Declaration and the Articles and By-Laws attached hereto, by record- ing a notice thereof in the Public Records; provided, however, that this right of Declarant to withdraw shall not apply to any portions of the Properties which have been conveyed to a Purchaser thereof unless said right is specifically reserved in such conveyance. The withdrawal of any portion of the Properties as hereinabove stated shall not require the consent or joinder of any other party, including any Owner, the Association, or any Mortgagee of the Properties, provided applicable governmental approvals are obtained. Section 4. Dissolution. In the event of the dissolution of the Association, other than incident to a merger or consolidation, any Member may petition the Circuit Court of the Fifteenth Judicial Circuit of the State of Florida for the appointment of a receiver to manage the affairs of the dissolved Association and to manage tile Properties, in the place and instead of tile Association, and to make such provisions as may be necessary for the continued management of the affairs of the dissolved Association and the Properties. ARTICLE III PROPERTY RIGtITS Section 1. Owners' Easements of Enjoyment. Every Owner shall have a right and easement of enjoyment in and to the Co~muon Area for its intended purpose, which shall be appurtenant to and shall pass with the title to every Unit, subject to the following provisions: (a) The right of tile Association to suspend the voting rights and right to use all or a portion of the Common Area by an Owner for any period during which any assessment against his Unit remains unpaid and for a period not to exceed sixty (60) days for any infraction of its published rules and regulations; provided, however, that an Owner may not be denied access, ingress, or egress to his Unit. In the event of such suspension, Owner shall not be entitled to any abatement or reduction in assessments due tile Association. (b) The right of the Association to dedicate or transfer all or any part of the Co~,~on Area to any public agency, authority, or utility for such purposes and subject to such condi- tions as may be agreed to by the members. No such dedication or transfer shall be effective without consent of two-thirds (2/3) of the votes of the Association, and without prior written consent of Declarant. (C) Rules and regulations adopted by tile Association governing use and enjoyment of the Common Area. (d) The right of the Association to grant permits, licenses, and easements over the Co~on Area for utilities, roads, and other purposes reasonably necessary or useful for the proper maintenance or operation of the Properties. Section 2. Delegation of Use. Any Owner may delegate by written instrument to the Association his right of enjoyment to the Common Area and facilities to specified members of his family, his tenants, or contract purchasers who reside on the property. ARTICLE IV MEMBERSHIP AND VOTING RIGIITS Section 1. Membership. Every Owner of a Unit shall be a member of tile Association. Membership shall be appurtenant to and may not be separated from ownership of any Unit. 1038d/0065d:3 Section 2. Classes of Membership. have two classes of voting membership: The Association shall Class A. Class A members shall be all Owners and shall be entitled to one vote for each Unit owned. When more than one person holds an interest in any Unit, all such persons shall be members. The vote for such Unit shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Unit. Class B. The Class B members shall be the Declarant and shall be entitled to two hundred fifty (250) votes. The Class B membership shall cease on the happening of one of the following events, whichever occurs earlier: (a) Four (4) months after 75% of the Units that will be ultimately operated by the Association have been conveyed to U~%it purchasers; or, (b) Five (5) years following conveyance of the first Unit in the Properties to a Unit purchaser; or, (c) Such earlier date as Declarant may determine. ARTICLE V COVENANT FOR ASSESSMENTS Section 1. Payment of Assessments. The Declarant hereby covenants, creates and establishes, and each Owner of a Unit, by acceptance of a deed or instrument of conveyance for the acquisition of title in any manner, shall hereafter be deemed to have covenanted and agreed to pay to the Association the following dues, fees, charges and assessments, subject to the provisions of Section 3 of this ARTICLE V: (a) Any annual assessment or charge for the purpose of operating the Association and accomplishing any and all of its purposes including but not limited to assessments due to the Master Association as more specifically set forth in Article XVII hereof. The Association may include "Reserves" in the annual assessment in order to establish and maintain an adequate reserve fund for the periodic maintenance, repair and replacement of improvements to the Common Area. Such assessments shall be in equal amounts against the Owners of each Unit. (b) Any Common special assessments for capital improvements to the Common Area, emergencies, or non-recurring expenses of the Association which shall be in equal amounts against the Owners of each Unit. (c) Individual special assessments to each applicable Unit, as determined by the Association, for maintenance of dwelling exteriors and roofs as set forth in Articles VI, XIII, and XIV hereof and for any special charges to be paid by an Owner, as hereinafter set forth. (d) Charges incurred in connection with the enforcement of any of the terms and conditions hereof, including reasonable attorney fees and costs. (e) Fees or charges that may be established for the use of facilities or for any other purpose deemed appropriate by the Board of Directors of the Association. Section 2. Creation of the Lien and Personal Obligation of Assessments. The Declarant, for each Unit owned within the Properties hereby covenants, and each Owner of any Unit by acceptance of a deed or instrument of conveyance for the acquisition of title in any manner, whether or not it shall be so expressed in 1038d/0065d:4 such deed or instrument, is deemed to covenant and agree that the annual and special assessments, Or other charges and fees set forth in Section 1 hereof, together with interest, late fees, costs, and reasonable attorneys' fees, shall be a charge on the land and shall be a continuing lien upOn the Unit 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 description of the Unit, name of the Owner, amount due and the due dates. Each such assessment, together with interest, late fees, costs, and reasonable attorneys' fees, shall also be the personal obligation of tile person who was the Owner of such property at the time when the assessment fell due, as well as his heirs, devisees-and personal representatives. Section 3. Col~nencement of First Assessment. Assessments provided herein shall first commence as to each Unit on the day of the conveyance of title of each Unit by Declarant (unless otherwise specifically set forth by Declarant in such conveyance to the contrary). The annual assessments in effect at that time shall be adjusted according to the number of months remaining in the calendar year after such date. Section 4. Establishment of Assessments. The Board of Directors of the Association shall approve and establish all sums which shall be payable by the members of the Association in accordance with tile following procedures: (a) Annual assessments against the Owners of all of the Units shall be established after tile adoption of an operating budget, and written notice of the amount and date of commencement thereof shall be given to each Owner not less than thirty (30) days in advance of the date thereof. Annual assessments shall be payable at such time or times as the Board of Directors shall direct which shall be monthly until otherwise directed. (b) Special Assessments against the Owners and all other fees, dues and charges, including assessments for the creation of reasonable reserves, may be established by the Board of Directors at any regular or special meeting thereof, and shall be payable at such time or times as the Board of Directors shall direct. (c) The Board of Directors may, from time to time, establish by a resolution, rule or regulation, or may delegate to an officer or agent, the power and authority to establish specific fees, dues.or charges to be paid by Owners of Units for any special or personal use of facilities, or to reimburse the Association for the expenses incurred in connection with the enforcement of any of the terms of this Declaration. Such sums shall be payable by the affected member at such time or times as shall be established by the resolution, rule or regulation of the officer or agent. (d) The Association shall prepare a roster of tile Units and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any Owner. The Association shall, upon demand, furnish an Owner liable for said assessment, a certificate in writing signed by an officer of the Association, setting forth whether the assessment has been paid and/or the amount which is due as of any date. As to parties without knowledge of error, who rely thereon, such certificates shall be conclusive evidence of payment or partial payment of any assessment therein stated having been paid or partially paid. (e) Declarant may establish a Working Capital Fund for the initial months of operation of the Association, which shall be collected by tile Declarant from each Unit Purchaser at the time of conveyance of each Unit to such Purchaser in an amount equal to two months of the annual assessment for each Unit. Each Unit's share of the Working Capital Fund shall be collected and transferred to the Association at the time of closing of the sale of each Unit and for the use and benefit of the Association. The purpose of this fund is to assure that the Association's Board of Directors will have cash available to meet expenditures, or to acquire additional 1038d/0065d:5 equipment or services deemed necessary or desirable by the Board of Directors. Amounts paid into the fund are not to be considered as advance payme,]t of regular assessments. In the event that, during the startup of the Association, the Association does not have adequate working capital to meet its expenses, the Declarant may, but is not obligated to, advance funds on behalf of the Association and to be reimbursed by the Association from such Working Capital Fund. Section 5. Effect of Nonpayment of Assessments; Remedies of the Association. If any assessment is not paid within thirty (30) days after the due date, a late fee of $25.00, beginning from the due date, may be levied by the Board of Directors for each month the assessment is unpaid. The Association may at any time thereafter bring an action at law against the Owner personally obligated to pay the same, and/or foreclose the lien against the property. The Association shall not be required to bring such an action if it believes that the best interests of the Association would not be served by doing so. There shall be added to the assessment all costs and expenses, including attorneys' fees, required to collect same. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Unit. Section 6. Subordination of the Lien to Mortgages. As hereinabove provided in Section 2, the lien of the Association for assessments and other charges of the Association becomes effective from and after recording of a Claim of Lien in the Public Records. This lien of the Associatiou shall be subordinate to a first mortgage on any Unit or to a mortgage by an Institutional Mortgagee on any Unit, which mortgage is recorded in the Public Records prior to any said Claim of Lien against the same Unit being recorded tile Public Records. A lien for assessments shall not be affected by any sale or transfer of a Unit; provided, however, that in the event of a sale or transfer pursuant to a foreclosure of a first mortgage, a foreclosure of a mortgage held by an Institutional Mortgagee, or a deed in lieu of foreclosure of a first mortgage or of a mortgage held by an Institutional Mortgagee, the acquirer of title, his successors and assigns, shall not be liable for assessments pertaining to the Unit or chargeable to the former owner of the Unit which became due prior to such sale or transfer. However, any such unpaid assessments for which such acquirer of title is not liable, may be reallocated and assessed to all Units (including such acquirer of title) as an Association expense. Any such sale or transfer pursuant to a foreclosure or deed in lieu of foreclosure shall not relieve the Purchaser or Transferee of a Unit from liability for, nor the Unit from the lien of, any assessments made thereafter. Nothing herein contained shall be construed as releasing the party liable for any delinquent assessments from the payment thereof, or the enforcement of collection by means other than foreclosure. Sectin 7. Loans to Association. In the event that the Association does not have sufficient cash available to meet its expenses, the Board of Directors of the Association is authorized to borrow money from Declarant, who may, in its sole discretion, loan money to the Association for such purposes. In the event of such a loan, the Association shall repay such loans to the Declarant at such time as the cash flow of the Association so permits. In the event of such a loan, it may be evidenced by a promissory note executed by Association, bearing a reasonable interest rate, and other terms as mutually agreed by Declarant and Association. ARTICLE VI MAINTENANCE OBLIGATION OF ASSOCIATION Section 1. Common Area. The Association shall at all times maintain, repair and replace at its expense all Common Areas, including all landscaping and other improvements placed thereon, in good condition and repair. 1038d/0065d:6 Section 2. Building Exterior Maintenance. Each of the Units are contained in a multi-unit building, as originally constructed by Declarant. The Board of Directors of the Association shall determine, from time to time, at its sole discretion, when the exterior surfaces of an entire building, and/or any attached fences, should be repainted or refinished; and when the roof of an entire building should be cleaned or the roofing materials repaired or replaced. At such time, the Association shall so inform each of tile Unit Owners within that building, together with a notice of an Individual special assessment wherein the costs for such maintenance for that building are shared equally by all the Owners of Units in such building. Such maintenance services shall be contracted by the Association and the Unit Owners shall not interfere with such maintenance services. All other maintenance, repair and replacement of improvements of a Unit shall be the obligation of the Owner thereof. Section 3. Unit Landscaping. The Association shall maintain' all landscaping, vegetation, grass, plants, trees and the like upon each Unit. If any of tile foregoing landscaping upon a Unit requires replacement, it shall be at the expense of the Owner of such Unit. In the event that a fenced-in privacy area is constructed and attached to a Unit, adequate access to this privacy area [nay be provided to enable the Association to perform this maintenance, but if none is so provided, then the Association shall not be responsible for providing any maintenance within this privacy area, and the Owner thereof shall have all such responsibility and not be entitled to claim any abatement of any portion of the annual assessment by the Association due to such situation. If the installation of fencing by an Owner increases the cost to the Association of performing landscape maintenance upon the Unit, then the Board of Directors may cause such Owner to pay such increases as an individual special assessment. Section 4. Sprinkler System. The sprinkler system is the property of, and the responsibility of, the Association. The Association shall maintain the sprinkler system located in the Common Area and on every Unit in good condition and repair. The Association shall be entitled to enter upon all Units for purposes of maintaining and operating the sprinkler system. An Owner shall not interfere with repair, maintenance or operation of the sprinkler system on his Unit. Section 5. Right of Entry by Association. Whenever it is necessary to enter a Unit, or the dwelling thereon, for the purpose of inspection, including inspection to ascertain an Owner's compliance with the provisions of this Declaration, or for performance of any maintenance, alteration or repair to any portion of the dwelling or improvements upon the Unit, the Owner thereof shall permit an authorized agent of the Association to enter such dwellings, or go upon the Unit, provided that such entry shall be made only at reasonable times. In the case of emergency such as, but not limited to, fire or hurricane, entry may be made at any time. Each Owner does hereby appoint the Association' as its agent for the purposes herein provided and agrees that the Association shall not be liable for any alleged property damage or theft caused or occurring on account of any entry. Section 6. Others. The Association may, as determined from time to time by the Board of Directors, maintain vegetation, landscaping and/or sprinkler system upon areas which are not within the Properties but near the same and are owned by a utility or governmental authority, so as to enhance the appearance of the Properties, such as swale areas or median areas within the right of way of abutting public streets, roads and areas within drainage canal rights of ways or other abutting waterways. 1038d/0065d:7 ARTICLE VII MAINTENANCE OBLIGATION OF UNIT OWNERS Section 1. Owner's Responsibility. Each Unit Owner is responsible for the repair, maintenance and/or replacement at his expense of all portions of the dwelling and other improvements constructed on his Unit except for the maintenance duties of the Association as hereinabove provided. Accordingly, each Owner shall maintain at his expense the interior of the dwelling, including but not limited to, all doors (except the exterior surface thereof), windows, glass, screens, electric panels, electric wiring, electric outlets and fixtures, heaters, hot water heaters, refrigerators, dishwashers and other appliances, drains, plumbing fixtures and connections and all air conditioning equipment. Further, each Owner shall maintain at his expense all structural, electrical, mechanical and plumbing elements thereof. Owner is strictly prohibited from performing any maintenance duties of the Association without prior consent from the Board of Director and Architectural Committee, including the painting and cleaning of the exterior surfaces of the walls (except for windows and screens), roof or fence located on a Unit, and is prohibited, without said consent, from planting any additional landscaping. Section 2. following: Owner Liability. Should any Owner do any of the (a) Fail to perform the responsibilities as set forth in Section 1 of this ARTICLE VII; or, Association replace; or, (b) has Cause any damage to any improvement which the the responsibility to maintain, repair and/or (c) Undertake unauthorized improvements or modifications to his dwelling or to any other portion of his Unit or to the Common Area, as set forth herein. · he Association, after approval of two-thirds (2/3rds) vote of the Board of Directors and ten days prior written notice, shall have the right, through its agents and employees, to enter upon said Unit and cause the required repairs or maintenance to be performed, or as the case may be, remove unauthorized improvements or modifications. The cost thereof, plus reasonable overhead costs to the Association, shall be an individual special assessment to the subject Owner and his Unit. ARTICLE VIII EASEMENT FOR ENCROACHMENTS In the event that any dwelling or other improvement upon a Unit or upon Common Area, as originally constructed by Declarant, shall encroach upon any Unit or improvement thereon, or upon the Con~on Area, then an easement appurtenant to such shall exist for so long as such encroachment shall naturally exist. ARTICLE IX ARCHITECTURAL COMMITTEE Section 1. Approval Necessary. The provisions hereof are in addition to the Architectural Control provisions in Article 12 of the Master Declaration. No building, outbuilding, garage, fence, wall, retaining wall, or other structure of any kind shall be erected, constructed, placed or maintained on the Properties, nor shall any dwelling or other improvements on each Unit, as originally constructed and provided by Declarant, be altered, changed, repaired or modified unless prior to the commencement of any work thereof, two complete plans and specifications therefor, including, as applicable, front, side and rear elevations, and floor plans, and two plot plans indicating and fixing the exact location of such 1038d/0065d:8 improvements, structures or such altered structure on the Unit with reference to the street and side lines thereof, shall have been first submitted in writing for approval and approved in writing by an Architectural Committee. The foregoing prior approval is intended to specifically apply to the painting of a dwelling or any other maintenance or repair which changes the exterior appearance of a dwelling or other i,]~provements on a Unit. Section 2. Membership to Co~nittee. The Architectural Co~ranittee shall, until their successors are appointed, consist of the following: Mark Bidwell Greg Pillen Dawn McCaffrey Until such time as Declarant's Class B membership expires as provided in Article IV hereof, in the event of the resignation, failure, refusal or inability of any member to act, Declarant shall have the right to appoint a person to fill such vacancy, and in the event Declarant fails to fill such vacancy within thirty (30) days of such occurrence, and upon the expiration of said Class B membership, the Board of Directors shall select and fill any such vacancy by appointment for a term as determined by the Board. Section 3. Endorsement of Plans. Approval of plans, specifications and location of improvements by the Architectural Committee shall be endorsed on both sets of said plans and specifications, and one set shall forthwith be returned by the Architectural Co~nittee to the person submitting the same. The approval of the Architectural Committee of plans or specifications submitted for approval, as herein specified, shall not be deemed to be a waiver by the Architectural Co~nittee of the right to object to any of the features or elements embodied in such plans or specifications if and when the same features and elements are embodied in any subsequent plans and specifications submitted for approval for use on other Units. Section 4. Construction to be in Conformance with Plans. After 'such plans and specifications and other data submitted have been approved by the Architectural Committee, no building, outbuilding, garage, fence, wall, retaining wall, or other improvements or structures of any kind shall be erected, constructed, placed, altered or maintained upon the Properties unless the same shall be erected, constructed or altered in conformity with the plans and specifications and plot plans theretofore approved by the Architectural Committee. Section 5. Deemed Approval. After the expiration of one year from the date of completion of any structure or alteration, such structure or alteration shall be deemed to comply with all of the provisions of this ARTICLE IX unless notice to the contrary shall have been recorded in the Public Records, or legal proceedings shall have been instituted to enforce such compliance. Section 6. Right of Entry. Any agent or member of the Architectural Committee may at any reasonable time enter and inspect any building or property subject to the jurisdiction of the Architectural Committee under construction or on or in which the agent or member may believe that a violation of the covenants, ..... restrictions, reservations, servitudes or easements is occurring or has occurred. Section 7. Declarant Exempt. The Declarant, Units owned by Declarant and improvements made by Declarant shall be exempt from the application of this ARTICLE IX and Declarant therefore is not obligated to comply with the provisions hereof. 103Bd/0065d:9 ARTICLE X RIGHTS OF DECLARANT Section 1. Sales Office. For so long as the Declarant owns any property affected by this Declaration the Declarant shall have the right to transact any business necessary to consummate sales of any said property or other properties owned by Declarant, including but not limited to, tile right to maintain model dwellings, have signs on any portion of the Properties, employees iu the offices, use the Col~l~on Area and show dwellings. Sales Office signs and all items pertaining to sales shall remain the property of the Declarant. Section 2. Easements. For a period of fifteen (15) years, commencing upon the recordation of this Declaration, Declarant reserves the right to grant, in its sole discretion, easements for ingress and egress, for drainage, utilities service, cable TV and/or CATV service and other similar purposes over, upon and across the Properties so long as any said easements do not run under any dwellings on the Units nor interfere with the intended uses of any portion of the Properties. Section 3. Alteration of Common Area Boundaries. For so long as Declarant owns any property affected by this Declaration, Declarant shall have the right to alter Common Area boundaries to enable the movement or enlargement of residential dwellings to be constructed upon the Properties. Alteration of the boundaries of the Common Area shall be accomplished by the recording of a Notice thereof executed by Declarant and recorded in the Public Records, which Notice shall contain a survey of the affected area attached thereto. Such notice and the alteration of Common Area boundaries shall not require the consent or joinder of any other party, including any Owner, the Association or any Mortgagee of the Properties, provided applicable governmental approvals are obtained. In the event of such alteration .of such Common Area boundaries, and if requested by Declarant, the Association shall execute such Statutory Warranty Deeds of Conveyance, conveying all of its right, title and interests in such portions of Co~on Areas as is necessary to accomplish the objectives of the Declarant. No exercise of the rights hereunder by the Declarant shall materially and adversely interfere with any Owner's rights of use of the residential facilities or ingress or egress to his Unit. ARTICLE XI ASSIGNMENT OF POWERS Ail or any part of the rights and powers and reservations of the Declarant herein contained may be deeded, conveyed, or assigned to other persons or entities by an instrument in writing duly executed, acknowledged and recorded in the Public Records. ARTICLE XII PROHIBITED USES The following use restrictions are in addition to the use restrictions which are set forth in Article XI of the Master Declaration. This Association shall have the right to enforce all of such use restrictions, as well as all other provisions thereof, as set forth in the Master Declaration, and the use restrictions hereinafter set forth. Section 1. Garbage and Trash. Ail garbage cans, trash containers, bicycles and other personal property shall be kept, stored and placed in an area not visible from outside the dwelling. Each Owner shall be responsible for properly depositing his garbage and trasll in garbage cans and trash containers sufficient for pick-up by the appropriate authorities. 1038d/0065d:10 Section 2. Temporary Structure. No temporary or permanent utility or storage shed, building, tent, structure or improvement shall be constructed, erected or maintained without the prior approval of the Architectural Committee. Section 3. Pets. No animals, livestock or poultry of any kind shall be permitted within the Property except for co~mtlon household domestic pets. No pit bull dogs are permitted. Any pet must be carried or kept on a leash when outside of a Unit or fenced or walled-in area. No pet shall be kept outside of a Unit unless someone is present in the Unit. Any pet must not be an unreasonable nuisance or annoyance to other residents of the subject Property. ~ ~Any resident shall pick up and remove any solid animal waste deposited by his pet on the Property, except for designated pet-walk areas, if any. No commercial breeding of pets is permitted within the Property. The Association may require any pet to be immediately and permanently removed from the Property due to a violation of this Paragraph. Section 4. Pools. No swi~ing pool, jacuzzi or similar structure or appurtenant equipment shall be constructed, erected or maintained on any Unit, such that it is visible from any street without prior approval of the Architectural Committee. Section 5. Boats and Trailers. The parking and storage of boats, boat trailers, campers or trailers or the like is prohibited without the prior written consent of the Association, unless fully enclosed and stored within a garage upon a Unit. Section 6. Vehicles. Only automobiles, vans constructed as private passenger vehicles with permanent rear seats and side windows, and other vehicles manufactured and used as private passenger vehicles, may be parked within the Property overnight without the prior written consent of the Association, unless kept within an enclosed garage. In particular and without limitation, no vehicle shall be parked outside of a Unit overnight without the prior written consent of the Association if commercial lettering or ~ ' signs are painted to or affixed to the vehicle, or if commercial equipment is placed upon the vehicle, or if the vehicle is a truck, recreational vehicle, camper, trailer, or other than a private passenger vehicle as specified above. Notwithstanding the foregoing, automobiles owned by governmental law enforcement agencies are expressly permitted. The foregoing restrictions shall not be deemed to prohibit the temporary parking of commercial vehicles while making delivery to or frown, or while used in connection with providing services to, the Property. All vehicles parked within the Property must be in good condition, and no vehicle which is unlicensed or which cannot operate on its own power shall remain within the Property for more than 24 hours, and no major repair of any vehicle shall be made on the Property. Motorcycles, motorsc0oters, mopeds, and tile like are not permitted except with the prior written consent of the Association which may be withdrawn at any time, and if permitted must be equipped with appropriate noise muffling equipment so that the operation of same does not create an unreasonable annoyance to the residents of the Property. Section 7. Signs. No signs, except as approved by the Architectural Committee, shall be placed, erected or displayed on any Unit, provided, however, a "For Sale" or "For Rent" sign no larger than eighteen (18) inches by eighteen (18) inches shall be permissible. Section 8. Businesses. No trade or business conducted, nor any commercial use made of any Unit. shall be Section 9. Sanitation. Ail Units shall be kept in a clean and sanitary manner and no rubbish, refuse or garbage allowed to accumulate, or any fire hazard allowed to exist. Section 10. Nuisances. No nuisance shall be allowed upon any Unit or any use or practice that is a source of annoyance to other Unit Owners or interferes with the peaceful possession and proper use of the Units by the residents thereof. 1038d/0065d:ll Section 11. Unlawful Use. No improper, offensive or unlawful use shall be made of any Unit and all valid laws, zoning ordinances and regulations of all. governmental bodies having jurisdiction shall be strictly observed. Section 12. Antennas. poles, antennas or aerials maintained. No television or radio masts, towers, may be erected, constructed, or Section 13. Residential Use. Each Unit is restricted to residential use as a single family residence by the Owner or Owners thereof, their in~ediate families, guests and invitees, or their lessees. Section 14. Use. No person shall use the Unit or any parts, thereof, in any manner contrary to this Declaration. Section 15. Interference with Completion. No Owner nor the Architectural Co,~ittee, nor their use of any Units, shall interfere with the Declarant's completion and sale of the Units. Section 16. Clothes Lines. No clothes, linens, or the like, shall be hung on clothes lines or in any other manner, outside of a dwelling such that the same is visible from any street. Section 17. Fences. No fence, or other improvement, shall be erected upon a Unit which is deemed by the Association to interfere with the common sprinkler system upon the Properties, or which interferes with the landscape maintenance performed by the Association, thereby increasing the amount of trimming or edging required to be done, or increase in any other manner the cost of maintenance of the landscaping by the Association, unless otherwise specifically agreed to in writing by the Association. Section 18. Water Sytems. shall be permitted on any Unit. No individual water supply system Section 19. Not Applicable to Declarant. The above restrictions set forth in this ARTICLE XII shall not apply to Declarant or its agents, employees, successors or assigns during the period of construction and sales of the Properties. ARTICLE XIII ROOF REPAIR OR REPLACEMENT Section 1. Roof. It is contemplated that the roof of each building constructed upon the Units will extend over all of the dwellings in each building and shall be a common roof. In the event that a portion of a roof requires repair or replacement pursuant to ARTICLES VI and VII hereof, then the cost thereof in excess of insurance proceeds, if any, shall be shared prorata by the Owners of the Units over which that portion of the roof to be repaired or replaced is situated; provided, however, that in the event that damage or destruction is confined to the roof area wholly within the dimensions of a single Unit, cost of repair and replacement thereof which is in excess of insurance proceeds, if any, shall be paid by the Owner of said single Unit. If the damage or destruction of adjacent roof areas is caused by the negligence or willful misconduct of any one Owner, such negligent Owner shall bear the entire cost of repair or replacement, in excess of insurance proceeds. If any Owner shall neglect or refuse to perform the maintenance as required in this Declaration or pay his share, or all of such cost, as the case may be, any other affected Owner may have such roof repaired or replaced and shall be entitled to file in the Public Records a lien on the Unit of the other Owner so failing to pay for the amount of such defaulting Owner's share of the repair or replacement cost plus attorneys' fees and costs, which may be foreclosed in the same manner as a lien of a mortgage. If an Owner shall give, or shall have given a mortgage or mortgages upon his Unit, then the mortgagee shall have the full right at his option to exercise the rights of his mortgagor as an Owner hereunder and, in addition, the right to add to the outstanding balance of such mortgage any amounts paid by the mortgagee for repairs hereunder and not reimbursed to said mortgagee by the Owners. 1038d/0065d:12 Section 2. Arbitration. In the event of any dispute arising under the provisions of this Article, any party may request the Board of Directors to settle the dispute, and the Board's decision shall be binding, provided, however, that the Board may elect not to act in this capacity, in which case each party shall choose an arbitrator and such arbitrators shall choose one additional arbitrator, and the decision shall be a majority of all the arbitrators and shall be binding. ARTICLE XIV PARTY WALLS Section 1. General Rules of Law to Apply. Each wall which is built as a part of the original construction of the dwellings (including fences, if any) upon the Properties and placed on the dividing line between the Units shall constitute a party wall, and, to tile extent not inconsistent with the provisions of this Article, the general rules of law in the State of Florida regarding party walls and liability for property damage due to negligence or willful acts or omissions shall apply thereto. Section 2. Sharing of Repair and Maintenance. The cost of reasonable repair and maintenance of a party wall shall be shared equally by the Owners of the Units abutting same except as otherwise may be provided in ARTICLE VI hereof as to the Association's responsibilities. Section 3. Destruction by Fire or Other Casualty. If a party wall is destroyed or damaged by fire or other casualty, any Owner of an adjoining Unit may restore it, and in the event the cost thereof is in excess of the insurance proceeds, the Owners of the other adjoining Unit shall contribute equally to pay such excess without prejudice, however, to the right of any such Owner to call for a larger contribution from the others under any rule of law regarding liability for negligent or willful acts or omissions. Section 4. Weatherproofing. Notwithstanding any other provision of this Article, an Owner who by his negligent or willful act causes the party wall to be exposed to the elements shall bear the whole cost of furnishing the necessary protection against such elements. Section 5. Rights to Contribution Runs With Land. The right of any Owner to contribution from any other Owner under this Article shall be appurtenant to the land and shall pass to such Owner's successors in title. If any Owner shall neglect or refuse to pay his share under the provisions of this Article, any other affected Owner is entitled to file a lien in the Public Records on the Unit of the defaulting Owner in the amount of such share plus attorneys' fees and costs, which may be foreclosed in the same manner as a lien of a mortgage. Section 6. Arbitration. In the event of any dispute arising concerning a party wall, or under the provisions of this Article, any party may request the Board of Directors to settle the dispute, and the Board's decision shall be binding, provided, however, that the Board may elect not to act in this capacity, in which case each party shall choose an arbitrator and such arbitrators shall choose one additional arbitrator, and the decision shall be a majority of all the arbitrators and shall be binding. Section 7. Alterations. The Owner of any Unit sharing a party wall with an adjoining Unit shall not possess the right to cut windows or other openings in the party wall, nor make any alterations, additions or structural changes in the party wall without consent from the Owner of such adjoining Unit. Section 8. Perpetual Use. Each common wall to be constructed on the dividing line between the Units is to be and remain a party wall for the perpetual use and benefit of the respective owners thereof, their heirs, assigns, successors and 1038d/0065d:13 grantees, said Units being conveyed subject to this condition and this condition shall be construed to be a covenant running with the land in perpetuity. Section 9. Mortgagees Protections. So long as there shall be a mortgage or mortgages upon any Units, the provisions of this ARTICLE XIV shall not be modified, abandoned, or extinguished as to that Unit without the consent of such mortgagee. If a Unit Owner shall give or shall have Given, a mortgage or mortgages upon his Unit, then the Mortgagee shall have the full right at his option to exercise the rights of his mortgagor as an Owner hereunder and in addition, the right to add to the outstanding balance of such mortgage any amounts paid by the mortgagee for repair hereunder and not reimbursed to said mortgagee by the Unit Owner. Section 10. Right of Access. In the event repairs or reconstruction shall be necessary, all necessary entries on the adjacent Units shall not be deemed a trespass so long as the repairs and reconstruction shall be done in a workmanlike manner and consent is hereby given to enter on the adjacent Unit to effect necessary repairs and reconstruction. Section 11. Location of Reconstruction. Whenever a party wall or any part thereof shall be rebuilt, it shall be erected in the same manner and at the same location where it shall initially be constructed and shall be the same size and of the same or similar materials and of like quality. ARTICLE XV INFORMATION TO LENDERS AND UNIT OWNERS Section 1. Records Available. The Association shall make available to Unit Owners and to holders, insurers, or guarantors of any first mortgage on any Unit, current copies of this Declaration of Restrictions, the Articles of Incorporation or By-Laws of the Association, other rules concerning these Properties and the books, records and financial statements of the Association. "Available" means available for inspection, upon request, during normal business hours or under other reasonable circumstances. Section 2. Financial Statement. Any holder of a first mortgage upon a Unit shall be entitled, upon written request, to a financial statement of the Association for the immediately preceding fiscal year. Section 3. Notices. Upon written request to the Association by a holder, insurer, or guarantor of any first mortgage of a Unit (hereinafter referred to as "Lender"), which written request shall identify the name and address of the Lender and the Unit number and address thereof, the Lender will be entitled to timely written notice of: (a) Any condemnation loss or casualty loss which affects a material portion of the Properties, or any Unit on which there is a first mortgage held by the Lender; (b) Any delinquency in the payment of assessments or charges owed by an Owner of a Unit subject to a first mortgage held by the Lender, which remains uncured for a period of sixty (60) days; (c) Of any insurance Association; Any lapse, cancellation or material modification policy or fidelity bond maintained by the (d) Any proposed action which would consent of a specified percentage of mortgage holders. require the Section 4. Regulations. There shall automatically be incorporated as part of this Declaration, and, where applicable, the Articles and Bylaws of the Association, any and all provisions which now or hereafter may be required under tile regulations or guidelines of FNMA, FHLMC, GNMA, VA and FtiA so as to make any first mortgage 1038d/0065d: 14 encumbering a Unit eligible for purchase by FNMA, FHLMC or GNMA, and eligible under VA or FHA, and such provisions shall supersede any conflicting matters contained in this Declaration, the Articles or Bylaws, except to the extent compliance with any regulation or guideline is waived by FNMA, FHLMC, GNMA, VA or FHA. Should FNMA, FHLMC, GNMA, VA or FHA require an amendment to this Declaration, the Articles or Bylaws, then such amendment may be made and filed by the Declarant or Association without regard to any other provisions herein contained regarding amendments, and without any requirement of securing the consent of any Unit Owner. ARTICLE XVI INSURANCE Section 1. Units. Insurance for fire and other casualties for Units is the responsibility of each Owner of a Unit. The Association has no obligation whatsoever regarding Unit insurance. Section 2. Common Areas. The Association shall purchase and maintain a policy of property insurance covering all the Common Areas (except land, foundation, excavation and other items normally excluded from coverage) and any common personal property and supplies. This insurance policy shall afford, as a minimum, protection against loss or damage by fire and other perils normally covered by a standard extended coverage endorsement, as well as all other perils which are customarily covered with respect to projects similar in construction, location and use, including all perils normally covered by the standard "all risk" endorsement, where such is available. This policy shall be in an amount equal to one hundred percent (100%) of current replacement cost of the Common Areas, exclusive of land, foundation, excavation and other items normally excluded from coverage. The policies may not be cancelled or substantially modified without at least ten (10) days' prior written notice to the Association. The Association shall also obtain, if reasonably available, the following special endorsements: "Agreed Amount" and "Inflation Guard Endorsement". Section 3. Liability Insurance. The Association shall maintain comprehensive general liability insurance coverage covering all the Common Area. The coverage shall be at least for One Million Dollars ($1,000,000.00) for bodily injury, including deaths of persons and property damage arising out of a single occurrence. Coverage shall include, without limitation, legal liability of the insured for property damage, bodily injuries and deaths of persons in connection with the operation, maintenance or use of the Common Area, and legal liability arising out of lawsuits related to employment contracts of the Association. Such policies must provide that they may not be cancelled or substantially modified by any party, without at least ten (10) days' prior written notice to the Association. Section 4. Fidelity Bonds. The Association shall maintain a blanket fidelity bond for all officers, directors, trustees and employees of the Association, and all other persons handling or responsible for funds of or administered by the Association. In the event the Association delegates some or all of the responsibility for tile handling of the funds to a management agent, such bonds are required for its officers, employees and agents, handling or responsible for funds of, or administered on behalf of the Association. The amount of the fidelity bond shall be based upon best business judgment and shall not be less than the estimated maximum of funds, including reserve funds, in custody of the Association or the management agent, as the case may be, at any given time during the term of each bond. However, in no event may the aggregate amount of.such bonds be less than an amount .equal tO three months aggregate assessments on all Units, plus reserve funds. The fidelity bonds required herein must meet the following requirements: (a) Fidelity bonds Association as an obligee. shall name the 1038d/0065d:15 (b) The bonds shall contain waivers by the insurers of tile bonds of all defenses based upon the exclusion of persons serving without compensation from the definition of "employee", or similar terms or expressions; (c) The premiums on all bonds required herein for the Association (except for premiums on fidelity bonds maintained by a management agent, or its officers, employees and agents), shall be paid by the Owner's Association as a co~mmon expense; (d) The bond shall provide that they may not be cancelled or substantially modified (including cancellation for non-payment of premium) without at least ten (10) days' prior written notice to the Association. Section 5. Purchase of Insurance. Ail insurance purchased pursuant to this ARTICLE X¥I shall be purchased by the Association for the benefit of the Association, the Owners and their respective mortgagees, as their interest may appear, and shall provide for the issuance of certificates of insurance and mortgagee endorsements to Owners and any or all of the holders of institutional first mortgages. The policies shall provide that the insurer waives its rights of subrogation as to any claims against Owners and the Association, their respective servants, agents and guests. Each Owner and the Association hereby agree to waive any claim against each other and against other Owners for any loss or damage for which insurance hereunder is carried where the insurer has waived its rights of subrogation as aforesaid. Section 6. Cost and Payment of Premiums. The Association shall pay the cost of obtaining the insurance required hereunder. ARTICLE XVII QUAIL RUN MASTER ASSOCIATION, INC. This Association is a "Sub-Association" as that term is defined in the Master Declaration. This Association, all Members of this Association and all Owners hereunder, are subject to the terms and provisions of the Master Declaration. All Owners of Units shall be Members of the Master Association and may participate in the affairs of the Master Association in accordance with the Articles of Incorporation and By-Laws of the Master Association which are attached as exhibits to the Master Declaration. This Association is responsible for the timely collection and remittance to the Master Association of all assessments by the Master Association. All Members of the Master Association have the right to use and the benefit of all common areas held by the Master Association. The Board of Directors of this Association shall appoint one or more Members to act as this Association's representative on the Board of Directors of the Master Association; the number of Members who are to be so appointed shall be in accordance with the terms and provisions of the Master Association. ARTICLE XVIII CABLE TELEVISION AND SECURITY SERVICE Section 1. Cable Television. The Board of Directors of the Association is authorized to negotiate and enter into a bulk contract for the provision of cable television services to the Properties, under such terms and conditions as the majority of the Board of Directors deems appropriate in its discretion. The costs of basic cable television service to be provided under such bulk contract shall be added to the Operating Budget of the Association and shall be a portion of the annual assessment payable by the 1038d/0065d:16 Owners of all Units in this Association. The provision of premium cable services to each Unit shall be determined by each individual Unit Owner, as each such Unit Owner determines, and the costs for such premium services shall be borne directly by such Unit Owner. Section 2. Security Service. The Board of Directors of this Association is authorized to negotiate and enter into a contract for the provision of security monitoring service, or other security services, under such terms and conditions as the majority of the Board of Directors deems appropriate in its sole discretion. The costs of such security services shall be a portion of the annual assessment and be included in the assessments of each owner of a '~Unit. If so requested, all Owners shall execute a waiver of liability agreement to the provider of the monitoring system service. ARTICLE XIX AMENDMENTS The covenants and restrictions of this Declaration shall run 'with and bind the Properties, for a term of twenty (20) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years. This Declaration may be amended at any time, and from time to time by one of the following methods: Section 1. Until such time that Class B Membership in the Association terminates, by a vote of a majority of the Board of Directors at a duly called meeting of the Board of Directors, and evidenced by a certification thereof by the Secretary of the Association and recorded in the Public Records; or Section 2. By a majority vote of Owners at a duly called meeting of the members at which a quorum is present as evidenced by a certification thereof by the Secretary of the Association and reCorded in the Public Records; or Section 3. By the execution and recordation in the Public Records of an instrument executed by Owners who are entitled -- to vote a majority of all of the votes of the Association. Section 4. Notwithstanding any of the above, for such time that Declarant owns one or more Units, Declarant's written consent must first be obtained. The Declarant shall have the right at any time within five (5) years from the date hereof to amend this Declaration to correct scrivener's errors or to clarify any ambiguities determined to exist herein. No amendment shall alter the subordination provisions of this Declaration without the prior approval of any mortgagee enjoying such protection. ARTICLE XX GENERAL PROVISIONS Section 1. Enforcement. The Association, or any Owner, shall have the ri§bt to enforce, by any proceeding at law or equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the 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. In any such suit the prevailing party shall also be entitled to recovery of all costs and expenses including court costs and attorneys' fees. Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no wise affect any other provisions which shall remain in full force and effect. Section 3. Notices. Any notice required to be sent to any Owner under the provisions of this Declaration shall be deemed to 1038d/0065d:17 have been properly sent when mailed, postpaid, to the last known address of the person who appears as Owner on the records of the Association at the time of such mailing. Section 4. Perlaits, Licenses and Easements. The Association shall have the right to grant permits, licenses and easements over, upon, across, under and through the Common Areas for utilities, roads and other purposes reasonably necessary or useful for the proper maintenance and operation of the Properties, as so determined by the Board oC Directors of the Association. Section 5. Leasing of Units. In the event an Owner leases his Unit, such lease shall contain a covenant that the Lessee acknowledges that the Unit is subject to this Declaration of Restrictions and is familiar with tile provisions hereof, and the uses and restrictions contained herein, and agrees to abide by all such provisions. In the event a lease of a Unit does not contain language to the effect of the foregoing, then the Association may declare the lease void and take such further action as the Association deems applicable, including a "removal action" against the tenant and the Unit Owner. All costs and expenses of the foregoing shall be the cost and expense of such Unit Owner. The Owner shall be liable and fully responsible for all acts of his Lessee and responsible for the compliance of the Lessee of all provisions of this Declaration. Section 6. Litigation. No judicial or administrative proceeding shall be colmuenced or prosecuted by the Association unless approved by eighty percent (80%) of all the votes entitled to be cast by all of the Owners. 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 assessments as provided in Article V hereof, (c) proceedings involving challenges to ad valorem taxation, (d) counterclaims brought by the Association in proceedings instituted against it, (e) in an emergency where waiting to obtaining the approval of the Owners creates a substantial risk of irreparable injury to the Association or to Owners or to the property thereof, or (f) defending a lawsuit instituted against the Association. 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. IN WITNESS WHEREOF, the undersigned, being the Declarant hereunder, has hereunto set its hand and seal this day of , 1994. Signed, sealed and delivered in the presence of: DECLARANT: ENGLE HOMES/PALM BEACH, INC., a Florida corporation Print name: By Its President Print Name: Print name: (CORPORATE SEAL) 1038d/0065d:18 STATE OF FLORIDA ) )SS: COUNTY OF PALM BEACH ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared to me known to be the President of ENGLE HOMES/PALM BEACH, INC., the corporation in whose name the foregoing instrument was executed, and that he acknowledged executing the same for such corporation, freely and voluntarily, under authority duly vested in him by said corporation, and that the seal affixed thereto is the true corporate seal of said corporation, that he is personally known to me or that I relied upon the following form of identification of the above-named person: · WITNESS my hand and official seal in the County and State last aforesaid this day of , 1994. (NOTARY SEAL) NOTARY PUBLIC Printed Notary Signature 1038d/0065d:19 EXIIIBIT A TO DECLARATION OF RESTRICTIONS FOR QUAIL RUN VILLAS LEGAL DESCRIPTION All the lands within the Plat of "Quail Run Villas" in accordance with the Plat thereof recorded in Plat Book Page, Public Records of Palm Beach County, Florida. 1038d/0065d:20 BY-LAWS OF QUAIL RUN VILLAS HOMEOWNERS ASSOCIATION, INC. ARTICLE I NAME AND LOCATION The name of the corporation is QUAIL RUN VILLAS HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the "Assooiation". The initial principal office of the corporation shall be located at Suite 300, 123 NW 13th Street, Boca Raton, Florida 33432 but meetings of members and Directors may be held at such places within the State of Florida, as may be designated by the Board of Directors. ARTICLE II DEFINITIONS The definitions of words as defined in the Declaration of Restrictions for Quail Run Villas as recorded in the Public Records of Palm Beach County, Florida, are incorporated herein by reference and made a part hereof. ARTICLE III MEETING OF MEMBERS Section 1. Annual Meetings. The annual meeting of the members shall be held at least once each calendar year on a date and at a time to be determined by the Board of Directors. Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Association. Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary, or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting (provided, however, in the case of an emergency, four (4) days' notice will be deemed sufficient) to each member entitled to vote thereat, addressed to the member's address last appearing on tile books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in' the case of a special meeting, the purpose of the meeting. Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-third (1/3rd) of tile votes of the Association shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Section 5. Proxies. Members may vote in person, or by proxy as permitted by Section 617.306 of the Florida Not-for-Profit Corporation Act. EXIIIBIT "C" TO DECLARATION 0906b/0034b:l ARTICLE IV BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Section 1. Number and Term. The number of Directors and term of office of each shall be as set forth in the Articles of Incorporation. Section 2. Removal. At such time as the members of the Assooiation are permitted to elect Directors, any Director may be removed from the Board with or without cause, .by a majority vote of the members of the Association. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Section 3. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any DireCtor may be reimbursed for his actual expenses incurred in the performance of his duties. Section 4. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as through taken at a meeting of the Directors. ARTICLE V NOMINATION AND ELECTION OF DIRECTORS At such time as members of the Association are permitted to elect Directors, the nomination and election of Directors shall be conducted as follows: Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors at least sixty (60) days prior to each annual meeting of the members to serve until the close of that annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its discretion, determine, but not less than the number of vacancies that are to be filled. Section 2. Election. Election to the Board of Directors shall be by secret written ballot, unless unanimously waived by all members present. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE VI MEETING OF DIRECTORS Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such place and hour as may be fixed, from time to time, by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Section 2. Special Meetings.. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) Directors after not less than three (3) days' notice to each Director. 0906b/0034b:2 Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Section 4. Open to Owners. Meetings of Board of Directors shall comply with Section 617.303 of the Florida Not-for-Profit Corporations Act. According to the provisions thereof, meetings of the Board of Directors shall be open to all Owners, and notices of meetings shall be posted in a conspicuous place upon the Association property at least' 48 hours in advance, except in an emergency. Notice of any meeting in which assessments against Units are to be established shall specifically contain a statement that assessments shall be considered and a statement of the nature of such assessments. ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have the powers reasonably necessary to operate and maintain the Association, including, but not limited to, the following: (a) Adopt and publish rules and regulations governing the use of the Common Areas and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties and/or fines for the infraction thereof; .(b) Suspend the voting rights and right of use of the common Area of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations; (c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation or the Declaration; (d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors. (e) Employ a manager, an independent contractor, or such other employees as they deem necessary, prescribe their duties and delegate any or all of the duties and functions of the Association and/or its officers; and Section 2. Duties. It shall be the duty of the Board of Directors to cause the Association to perform the purposes for which it was formed, including, but not limited to, the following: (a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members; (b) Cause to be kept minutes of all meetlngs of members and of the Board of Directors and cause to be maintained the official records of the Association pursuant to Section 617.303 of the Florida Not-for-Profit Corporations Act. this Association, performed; Supervise all officers, agents and employees of and to see that their duties are properly (d) As more fully provided in the Declaration, to fix the amount of the annual assessment against each Unit. and send notice thereof to every Owner at least thirty (30) days in advance of each annual assessment period; 0906b/OO34b:3 (e) Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not an assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (f) Procure and maintain such insurance as deemed necessary by the Board of Directors; (g) Cause all officers or employees having fiscal responsibilities to be bonded, as required by the Declaration; (h) Perform all other duties and responsibilities as provided in the Declaration. ARTICLE VIII OFFICERS AND TIIEIR DUTIES Section 1. Enumeration of Offices. The officers of this Association shall be a President and Vice-President, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create. Section 2. Election of Officers. The elect~on of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members. Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine. Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section 8. Duties. The duties of the officers are as follows: PRESIDENT (a) The President shall preside at all meetings of the members and Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes. (b) The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. 0906b/0034b:4 sECRETARY (c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. TREASURER (d) The Treasurer shall receive and deposit ill appropriate bank accounts all monies of 'the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks, and promissory notes of the Association; keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. ARTICLE IX COMMITTEES The Board of Directors shall fill any vacancies on the Architectural Committee for a term as the Board determines, as provided in the Declaration, and appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose. ARTICLE X BOOKS AND RECORDS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at a reasonable cost. ARTICLE XI ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, a late fee of $25.00, beginning from the due date, may be levied by the Board of Directors for each month the assessment is late, and the Association may bring an action at law against the Owner personally obligated to pay the same and/or foreclose the lien against the property, and interest, costs, and reasonable attorneys, fees incurred by the Association in connection with collection and/or appeal shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provJlded for herein by non-use of the Common Area or abandonment of his Unit. ARTICLE XII CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: QUAIL RUN VILLAS HOMEOWNERS ASSOCIATION, INC., a Corporation Not 'For Profit, together with the year of incorporation. 0906b/O034b:5 ARTICLE XIII AMENDMENTS Section 1. These By-Laws may be amended, altered or rescinded at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy provided, however, until such time that Class B membership in the Association ceases, as set forth in the Declaration and Articles of Incorporation of the Association, these By-Laws may be amended by a majority of the Directors. Section 2. In the case of any conflict between the Articles of Incorporation 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. ARTICLE XIV MISCELLANEOUS The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation. ARTICLE XV FINES SECTION 1. In the event of a violation (other than the non-payment of an assessment) by a Unit Owner of any of the provisions of the Declaration, the Articles or these By-Laws, or the Rules and Regulations adopted pursuant to any of same, as the same may be amended or added to from time to time, and in addition to the means for enforcement provided elsewhere herein, the Association sha%l have the right to assess fines against a Unit Owner or its lessees, in the manner provided herein, and such fines shall be collectible as any other assessment, so that the Association shall have a lien against each Unit for the purpose of enforcing and collecting such fines, as provided in the Declaration. (a) The Board of Directors shall appoint a Covenants Enforcement Committee which shall be charged with determining whether there is probable cause that any of the provisions of the Declaration, the Articles of Incorporation, these By-Laws, and the Rules and Regulations of the Association, governing the use of the Common Areas and facilities, and the personal conduct of the members and their guests and lessees are being or have been violated. In the event that the Covenants Enforcement Committee determines an instance of such probable cause, it shall report same to tile Board of Directors. The Board of Directors shall thereupon provide written notice to the person alleged to be in violation, and to the Owner of the Unit which that person occupies if that person is not the Owner, of the specific nature of the alleged violation and of the opportunity for a hearing before the Board of Directors upon a request therefor made within fifteen (15) days of the sending of the notice. The notice shall also specify, and it is hereby provided, that each recurrence of the alleged violation or each day during which it continues shall be deemed a separate offense, subject to a separate fine not to exceed Fifty ($50.00) Dollars for each offense. The notice shall further specify, and it is hereby provided, that in lieu of requesting a hearing, the alleged violator or Unit Owner may respond to the notice, within fifteen (15) days, acknowledging in writing that the violation occurred as alleged and promising that it will henceforth cease and will not recur, and that such acknowledgment and promise, and performance in accordance therewith, shall terminate further enforcement activity of the Association with regard to the violation. 0906b/OO34b:6 (b) If a hearing is timely requested, the Board of Directors shall hold same, and shall hear any defense to the charges of the Covenants Enforcement Committee, including any witnesses that the alleged violator, the Unit Owner, or the Covenants Enforcement Committee may produce. Any party at the hearing may be represented by counsel. (c) Subsequent to any hearing, or if no hearing is timely requested and if no acknowledgment and promise is timely made, the Board of Directors shall determine whether there is sufficient evidence of the alleged violation. If the Board so determines, it may levy a fine for each violation in an amount not to exceed Fifty ($50.00) Dollars. (d) A fine pursuant to this section shall be assessed against the Unit which the violator occupied at the time of the violation, whether or not the violator is an Owner of that Unit, and shall be collectible in the same manner as any other assessment, including by the Association's lien rights as provided in the Declaration. Ally fines which are not paid when due, as determined by the Board, shall be delinquent. If the fine is not paid within thirty (30) days after the due date, a late fee of Fifteen ($15.00) Dollars, beginning from the due date, may be levied by the Board of Directors for each month the fine remains unpaid. The person obligated to pay the fine shall also be charged interest at the highest rate permitted by law and costs and reasonable attorney's fees incurred by the Association in connection with collection and/or appeal shall be added to the amount of such fine. No'thing herein shall be construed to interfere with any right that a Unit Owner may have to obtain from a violator occupying his Unit payment in the amount of any fine or fines assessed against that Unit. (e) Nothing herein shall be construed as a prohibition of or a limitation on the right of the Board of Directors to pursue other means to enforce the provisions of the ~eclarat~on Articles of Incorporation, these By-Laws and Rules and Regulations, including but not limited to legal action for damages or injunctive relief. IN WITNESS WHEREOF, We, being all of the directors of QUAIL RUN VILLAS ASSOCIATION, INC., have hereunto set our hands this day of , 1994. " MARK BIDWELL GREG PILLEN DAWN McCAFFREY 0906b/O034b:7 STATE OF FLORIDA ) )ss: COUNTY OF PALM BEACH ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared MARK BIDWELL, GREG PILLEN, DAWN McCAFFREY, known to me to be the persons described in the foregoing instrument, who acknowledged before me that they exeouted the same, that they are personally known to me or I relied upon the following form of identification of the above-named persons: WITNESS my hand and official seal in the County and State last aforesaid this day of , 1994. NOTARY PUBLIC My Commission Expires: 0906b/O034b:8 ARTICLES OF INCORPORATION OF QUAIL RUN VILLAS IIOMEOWNERS ASSOCIATION, INC. (A Corporation Not For Profit) In compliance with the requirements of the Laws of the State of Florida, the undersigned hereby associate themselves together for the purpose of forming a corporation not for profit and do hereby certify: ARTICLE I The name of the corporation is QUAIL RUN VILLAS HOMEOWNERS ASSOCIATION, INC., hereinafter called the "Association". ARTICLE II The street address of the initial principal office and the initial Registered Office of the Association is Suite 300, 123 NW 13th Street, Boca Raton, Florida 33432 and the name of the Registered Agent is John Kraynick. ARTICLE III Ail definitions in the Declaration of Restrictions for Quail Run Villas ("Declaration") as recorded in the Public Records of Palm Beach County, Florida, are incorporated herein by reference and made a part hereof. ARTICLE IV PURPOSE OF THE ASSOCIATION This Association does not contemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for operation, maintenance and preservation of the Units and Common Area, and improvements thereon, as more specifically described in the Declaration, for the real property (and any additions thereto) described in the Declaration, and to promote the health, safety and welfare of the members of the Association, to the exten't described in the Declaration. ARTICLE V POWERS OF THE ASSOCIATION The Association shall have all the powers reasonably necessary to operate and maintain the including, but not limited to, the following: and duties Association, (a) Exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set for'th in the Declaration and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length; (b) Fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration or By-Laws of the Association; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association; (c) Acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer or otherwise dispose of real or personal property in connection with the affairs of the Association; EXll].BIT "B" TO I)ECt,AItATION 5860a/0301a:l (d) Borrow money, and with the assent of two-thirds (2/3rds) of each class of members at a duly called meeting of the Association, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; (e) Dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective without obtaining consent of two-thirds (2/3rds) of the members to such dedication, sale or transfer in writing or by vote at a duly called meeting of the Association, and unless prior written consent of Declarant is obtained for so long as Declarant owns a Unit; (f) Participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3rds) of each class of members at a duly called meeting of the Association, except as otherwise provided in ARTICLE II of the Declaration; (g) To promulgate or enforce rules, regulations, By-Laws, covenants, restrictions or agreements to effectuate all of the purposes for which the Association is organized; (h) To have and to exercise any and all powers, rights and privileges which a non-profit corporation organized under the Laws of the State of Florida may now or hereafter have or exercise; (i) To contract for management of the Association and to delegate in such contract all or any part of the powers and duties of the Association, and to contract for services to be provided the Owners including but not limited to garbage pick-up and other utilities and master antenna or cable television and/or radio system and the servicing and monitoring of the medical/fire/burglary system in each residence. ( j ) To perform the obl iga tions and duties of a "Sub-Association as set forth in the Master Declaration, which is defined in the Declaration. PROVISO: Notwithstanding the foregoing, until such time as Class B Membership in the Association ceases, as hereinafter set forth, the powers of the Association as set forth in Paragraphs (d), (e) and (f) may be exercised solely by the Board of Directors. ARTICLE VI MEMBERSHIP Every Owner of a Unit shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Unit. ARTICLE VII VOTING RIGHTS The Association membership: shall have two (2) classes of voting Class A. Class A members shall be all Owners, and shall be entitled to one (1) vote for each Unit owned. When more than one (1) person holds an interest in any Unit, all such persons shaI1 be members. The vote for such Unit shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any Unit. 5860a/0301a:2 C!~ss B. The Class B member shall be the Declarant, and shall be entitled to two hundred fifty (250) votes. The Class B membership shall cease on the happening of one of the following events, whichever occurs earlier: (a) Four (4) months after 75% of the Units that will be ultimately operated by the Association have been conveyed to Unit purchasers; or, (b) Five (5) years following conveyance of the first Unit in the Properties to a Unit purchaser; or, (c) Such earlier date as Declarant may determine. ARTICLE VIII BOARD OF DIRECTORS The affairs of this Association shall be managed by a Board of Directors consisting of not less than three (3) nor more than seven (7) persons who need not be members of the Association. The first Board shall consist of three (3) members. Thereafter the number of Directors may be increased to a maximum of seven (7) by a majority vote of the Board of Directors. The first election of Directors shall be held when Class B membership ceases as provided in ARTICLE VII hereof at a meeting of tile members called for that purpose. Three (3) Directors shall be elected at this first election, one (1) for a term of one (1) year, one (1) for a term of two (2) years, and one (1) for a term of three (3) years. If the number of Directors is increased by the Board of Directors as provided above, then said Board shall also determine the term for each new directorship so created. At each annual meeting thereafter a number of Directors equal to that of those whose terms have expired shall be elected for the term of three (3) years. At the expiration of any term of three (3) years, any Director may be re-elected. The Directors named in these Articles shall serve until the first election of Directors, and any vacancies in their number occurring before the first election shall be filled by the Class "B" Member. The Class B Member shall have the right to remove and replace Directors until the first election of Directors. The names and addresses of the members of the first Board of Directors who shall hold office until their successors are elected and have qualified, or until removed, are as follows: NAME ADDRESS Mark Bidwell Suite 300 123 NW 13th Street Boca Raton, Florida 33432 Greg Pillen Suite 300 123 NW 13th Street Boca Raton, Florida 33432 Dawn McCaffrey Suite 300 123 NW 13th Street Boca Raton, Florida 33432 ARTICLE IX DISSOLUTION In the event of the dissolution of the Association, other than inGident to a merger or Gonsolidation, any Member may petition the Circuit Court of the Fifteenth Judicial Circuit of the State of Florida for the appointment of a receiver to manage the affairs of the dissolved Association and to manage the Properties, in the place and instead of the Association, and to make such provisions as may 5860a/0301a:3 be necessary for the continued management of the affairs of the dissolved Association and the Properties. ARTICLE X DURATION The corporation shall exist perpetually. ARTICLE XI AMENDMENTS Amendments to these Articles shall be proposed and adopted in the following manner: 1. Proposal. Amendments to these Articles may be proposed upon a vote of the majority of the entire Board adopting a resolution setting forth the proposed amendment to these Articles, directing that it be submitted to a vote at a special or annual meeting of members; or amendments may be proposed by the members of the Association upon a vote of the majority of the membership entitled to vote at a meeting for which notice of the proposed amendment has been given. 2. Call for Meeting. Upon the adoption of a resolution proposing any amendment or amendments to these Articles by said Board or members, such proposed amendment or amendments shall be transmitted to the President of the Association, or other officer of the Association in absence of the President, who shall thereupon call a special meeting of the membership, unless it is to be considered at an annual meeting. It shall be the duty of the Secretary to give each member written notice stating the purpose of the meeting, place, day and hour of the meeting, and setting forth the proposed amendment or a summary of the changes to be effected thereby. Notice shall be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, either personally or by first class mail. If the notice is mailed with postage thereon prepaid, at least thirty (30) days before the date of meeting, it may be done by a class of United States mail addressed to the member at his address as it appears on the membership books. 3. Vote Necessary. In order for such amendment or amendments to become effective, the same must be approved at a duly called meeting, by an affirmative vote of a majority of the votes of the entire membership entitled to vote thereon. 4. By Written Statement. If all the directors and all the members eligible to vote sign a written statement manifesting their intention that an amendment to these Articles be adopted, then the amendment shall thereby be adopted as though subsections 1., 2., and 3. above have been satisfied. 5. Filing. The Articles of Amendment containing said approved amendment or amendments shall be executed by the corporation by its President or Vice President and by its Secretary or Assistant Secretary and acknowledged by one of the officers signing such Articles. The Articles of Amendment shall set forth: members. (a) (b) (c) The name of the corporation. The amendments so adopted. The date of the adoption of the amendment by the Such Articles of Amendment shall be filed, along with the appropriate filing fees, within ten (10) days from said approval with the office of the Secretary of the State of Florida for approval. 5860a/0301a:4 ARTICLE XII INCORPORATOR The name and address of the incorporator of this Association is Engle Homes/Palm Beach, Inc., a Florida corporation, whose address is 123 N.W. 13th Street, Suite 300, Boca Raton, Florida 33432. ARTICLE XIII OFFICERS The Board of Directors shall elect the President, Secretary, Treasurer, and as many Vice-Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors shall from time to time determine. The names and addresses of the Officers who shall serve until their successors are designated by the Board of Directors are as follows: President: Mark Bidwell Vice-President: Greg Pillen Secretary-Treasurer: Dawn McCaffrey Suite 300 123 NW 13th Street Boca Raton, Florida 33432 Suite 300 123 NW 13th Street Boca Raton, Florida 33432 Suite 300 123 NW 13th Street Boca Raton, Florida 33432 ARTICLE XIV The original By-Laws of the Association shall be adopted by a majority vote of the Directors. Thereafter, the By--Laws of the Association may be amended, altered or rescinded at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy. ARTICLE XV INDEMNIFICATION OF OFFICERS AND DIRECTORS The Association shall and does hereby indemnify and hold harmless every Director and every Officer, their heirs, executors and administrators, against all loss, cost and expenses, reasonably incurred in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or Officer of the Association, including reasonable counsel fees, except as to matters wherein he shall be finally adjudged in such action, suit or proceeding to be liable for or guilty of gross negligence or willful misconduct. The foregoing rights shall be in addition to, and not exclusive of, all other rights to which such Director or Officer may be entitled. ARTICLE XVI TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED No contract or transaction between the Association and one (1) or more of its Directors or Officers, or between the Association and any other corporation, partnership, association, or other organization in which one (1) or more of its officers or directors are Officers or Directors of this Association shall be invalid, void or voidable solely for this reason, or solely because the Officer or Director is present at, or participates in, meetings of the Board or Committee thereof which authorized the contract or transaction, or solely because said Officers' or Directors' votes are counted for 5860a/0301a:5 such purpose. No Director or officer of the Association shall incur liability by reason of the fact that said Director or Officer may be interested in any such contract or transaction. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a Committee which authorized the contract or transaction. IN WITNESS WHEREOF, for the purpose of forming this corporation under the Laws of the State of Florida, the undersigned, constituting the incorporator of this Association, has executed these Articles of Incorporation this day of , 1994. ENGLE HOMES/PALM BEACH, INC., a Florida corporation STATE OF FLORIDA ) COUNTY OF PALM BEACH ) By: Its President Print Name: (CORPORATE SEAL) I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared to me known to be the President of ENGLE HOMES/PAI~ BEACH, INC., the corporation in whose name the' foregoing instrument was executed, and that he acknowledged executing the same for such corporation, freely and voluntarily, under authority duly vested in him by said corporation, and that the seal affixed thereto is the true corporate seal of said corporation, that he is personally known to me or that I relied upon the following form of identification of the above-named person: . WITNESS my hand and official seal in the County and State last aforesaid this day of , 1994. (NOTARY SEAL) NOTARY PUBLIC Printed Notary Signature 5860a/0301a:6 I HEREBY ACCEPT MY DESIGNATION AS REGISTERED AGENT. JOtIN KRAYNICK Sworn to and subscribed before me this day of , 1994. (NOTARIAL SEAL) Notary Public Print Name: My Commission Expires: 5860a/0301a:7 CONSENT OF MORTGAGEE SUN BANK/SOUTH FLORIDA, N.A., a corporation of the State of Florida ("Mortgagee"), the owner and holder of that certain Mortgage made by ENGLE HOMES/PALM BEACH, INC., a Florida corporation ("Mortgagor"), which Mortgage encumbers that certain real property described in Exhibit "A" attached to the DECLARATION hereinafter described and which Mortgage is dated , and was recorded on , in Official Records Book ~, Page . , of the Public Records of Palm Beach County, Florida (the "Mortgage"), hereby grants its consent to the recordation of that certain DECLARATION OF RESTRICTIONS FOR QUAIL RUN VILLAS executed by Mortgagor and to which this Consent of Mortgagee is attached, it being understood and agreed that this Consent of Mortgagee shall not affect any other real property that may be encumbered by, or any of the terms of, the Mortgage, except as herein stated. IN WITNESS WHEREOF, the Mortgagee has executed this Consent of Mortgagee this day of , 19 . Signed, Sealed and Delivered in the presence of: SUN BANK/SOUTH FLORIDA, N.A., a Florida corporation Print name: Print name: STATE OF ) )SS: COUNTY OF ) By: Its President Print name: Address: (CORPORATE SEAL) I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared known to me to be the President of SUN BANK/SOUTH FLORIDA, the corporation in whose name the foregoing instrument was executed, and that he acknowledged executing the same for such corporation, freely and voluntarily, under authority duly vested in him by said corporation, and that the seal affixed thereto is the true corporate seal of said corporation, that he is personally known to me or that I relied upon the following form of identification of the above-named person: WITNESS my hand and official seal in the County and State last aforesaid this day of , 1994. NOTARY PUBLIC (NOTARY SEAL) Printed Notary Signature My Commission Expires: 3010c/0076c:1 DECLARATION OF COVENANTS, RESTRICTIONS EASEMENTS AND LIENS FOR QUAIL RUN This Instrument Was Prepared By: Marc J. Sternbaum, Esq. Ooldberg, Semet, Lickstein, Morgenstern & Berger, P.A. 12th Floor, Ponce de Leon Plaza 201 Alhambra Circle Coral Gables, FL 33134 (305) 444-1400 Article 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. i7. 18. 19. 20. Exhibit A Exhibit B Exhibit C TABLE OF CONTENTS Caption Page No. Definitions 1 Title to Common Areas 3 Rest,-ietions and Easements 3 Ownership 5 Common Expense and Common Surplus 5 Maintenance 5 Assessment 7 Compliance and Default 9 Association 9 Mortgages and Liens 10 Use Restrictions 11 Architectural Control 12 Lot Improvement and Landscape Control 12 Taxes and Insurance 13 Terms of Covenants and Restrictions 14 Amendments 14 Developer's Rights Prior to Transfer of Control 15 Sales Office 15 Severability 16 Rights of Mortgagees 16 Description of Property subject to the Declaration Articles of Incorporation - Quail Run Master Association, Inc. Bylaws - Quail Run Master Association, Inc. 55N9 99 ORR DECLARATION OF COVENANTS, RESTRICTIONS, EASEMENTS AND LIENS FOR QUAIL RUN P,:J Tills DECLARATION OF COVENANTS, RESTRICTIONS, EASEMENTS AND LIENS is made this E)'~"day of ~5~-.-~._ , 1987, by COSCAN FLORIDA, INC. a Florida corpo-~-~-n, herein'after referred-~o as "Declarant". W I T N E S S E T H: WIIEREAS, the Declarant, on the date hereof, is the owner of certain real property located in Palm Beach County, Florida. more particularly described on Exhibit "A" attached hereto and incorporated herein; and WHEREAS, Declarant intends to convey the said real property, subject to certain protective covenants, conditions, restrictions, reservations, easements and liens as hereinafter set forth, NOW, THEREFORE, Declarant hereby declares that all of the real property as hereinabove described (including but not limited to Lots and Dwelling Units) shall be held, sold, conveyed, leased, mortgaged and otherwise dealt with subject to those easements, covenants, conditions, restrictions, reservations, liens and charges as hereinafter set forth, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of the Development. These easements, covenants, conditions, restrictions, reservations and liens shall run with the real property and shall be binding upon all parties.having and/or acquiring any right, title or interest in the Development or any part thereof, and shall inure to the benefit of each and every person or entity, from time to time, owning or holding an interest in the real property. ARTICLE 1 1. Definitions. The terms used in this Declaration, in the Articles of Incorporation, and in the By-Laws of the Association shall have the meaning stated as follows, unless the context otherwise requires. Whenever the context s° permits, the use of the singular shall include the plural, the plural shall include the singular, and the use of any gender shall be deemed to include all genders. 1.1 Assessment shall mean a share of the funds required and which are to be assessed against a Parcel Owner or Dwelling Unit Owner and Parcel or Dwelling Unit/Lot for the payment of the costs incurred by the Association for and including, but not limited to, the operation, maintenance and protection of the Common Areas, Parcels, Dwelling Units/Lots, recreational facilities, surface water management areas, easements for ingress and egress and other areas subject to and under the control and administration of the Association. 1.2 Association shall mean and refer to Quail Run Master Association, Inc., a Florida corporation not-for-profit, its successors and assigns. A copy of the Articles of Incorporation of the Association are attached hereto as Exhibit "B". 1.3 Board shall mean the Board of Directors of the Association. 1.4 By-Laws shall mean the By-Laws of the Association, established for the g°ve]rnment of the Association, as said By-Laws may exist from time to time. The first By-Laws of the Association are attached hereto as Exhibit C. 1.5 Common Areas shall mean all that certain real property owned or to be owned b'~, maintained or to be maintained by, or dedicated on the Plat to the Association and held for the benefit, use and enjoyment of the members of the Association, the same including all parcels dedicated to the Association, all drainage, utility and other easements, and all streets or other ingress egress easements shown on the Plat. For purposes of the Plat and this ORB C]J Declaration, the Association shall be deemed to be the successor of "Quail Lake West Master Association". 1.6 Common Expenses shall mean the expenses for which the Parcel Owner or Dwelling Unit Owner is liable, which shall include but not be limited to the following: a. Expenses of administration and management of the Common Areas and of any improvements to the Common Areas; b. Expenses of maintenance, operation, repair or replacement of the Association property, including Common Areas, not otherwise covered by insurance, including adequate reserve funds for such repair or replacement; e. Expenses declared Common Expenses by the provisions of this Declaration or by the By-Laws; d. Any valid charge against the Association and/or Common Areas, if levied against the Association rather than against Owners individually; e. Any expense of, charges to, or assessment by the Association as provided for in this Declaration, the Articles of Incorporation and/or the By-Laws. 1.7 Common Surplus shall mean the excess of all receipts of the Association, including but not limited to assessments, rents, profits and revenues on account of the Common Areas and recreational facilities, over the amount of the Common Expenses. 1.8 Declarant shall mean and refer to Coscan Florida, Inc. a Florida corporation, the Developer of the Development and shall include, where applicable, its successors and/or assigns; provided, however, that in the event of an assignment by the Declarant (Developer), the assignee, in order to acquire the rights of the Declarant, shall be, by virtue of such assignment, the fee title holder of fifty-one (51%) percent of the remaining undeveloped lots at the time of such assignment. As these terms are used herein and as these terms are used in the Articles of Incorporation and By-Laws of the Association, the term "Declarant" shall mean and refer to the Developer, and the ter[n "Developer" shall mean and refer to the Declarant. An assignee, for purposes of this paragraph, shall include a mortgagee acquiring the rights of the Developer by foreclosure, or by deed or assignment in lieu of foreclosure. 1.9 Declaration shall mean this Declaration of Covenants, Restrictions, Easements and Liens for Quail Run, and include the same as it may be from time to time amended or supplemented. 1.10 Development shall mean all of the lands and improvements situate thereon located ~ft~ the boundaries of the Plat to the extent the same are now subject to this Declaration or are in the future made subject to this Declaration in the manner provide~l herein. 1.11 Dwelling Unit shall mean the improvement or improvements constructed on a Lot as said Lots are described on the Plat or a condominium unit constructed on any Parcel. A Dwelling Unit shall be deemed to exist at such time as a Certificate of Occupancy is issued by Palm Beach County for the Dwelling Unit, provided, however, that for purposes of Assessments, and voting, the number of Dwelling Urdts in a Parcel shall be determined from Developer's then-current site plan, as approved by any applicable governmental authority. 1.12 Institutional Lender shall mean the owner and holder of a mortgage encumbering a Lot and/°r-Dwelling Unit, which owner and holder of said mortgage shall either be a bank, life insurance company, federal or state savings and loan association, mort gage company, real estate or mortgage investment trust, Developer, Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") and federal or state agencies and shall also include the Land Mortgagee, except where the context specifically requires otherwise. -2- 1.13 Land Mortgagee shall Florida, Inc. and/or Manufa~urers respective successors and assigns. mean Great Universal Development - Hanover Trust Company, and their 1.14 Lot shall mean an individual building parcel as shown and described on the P~t. 1.15 Owner shall mean the holder or holders of the fee title to or estate in a Lot an-d-U~-elling Unit on the site therefor as herein defined. 1.16 Member shall mean and refer to every person or entity who holds membership in the Association. 1.17 ~peration shall mean and include the administration, wnaintenance and management of the Common Areas, recreation facilities ingress and egress and utilities easements and other responsibilities assigned to the Association. 1.18 Parcel means any parcel (other than one aingle-family lot) shown on a Plat or approved for development by govermental authorities as a single parcel, but excluding Common Areas. 1.19 Parcel Owner shall mean the owner of a Parcel held for development or resale. 1.20 other entity. Person shall mean- a person, firm, association, corporation, or 1.21 Plat shall mean the plats described on Exhibit "A", as well as any subsequent plat-or replat of the Development or any part thereof. 1.22 Sub-Association shall mean s condominium or homeowners' association responsible for'the operation and maintenance of only a portion of tile Development pursuant to a recorded Declaration of Condominium or Declaration of Covenants and Restrictions. 1.23 Turnover shall mean the date 90 days after the earliest of (i) conveyance by Declarant to individual purchasers or Parcel Owners of 75% of the Dwelling Units to be constructed in the Development, (ii) four years from the first conveyance of a Unit by Declarant or (iii) such earlier date when Declarant voluntarily relinquishes control of the Association. ARTICLE 2 2. Title to Common Areas. The title to the Common Areas as they are set forth,"'defined, and d~ed upon the Development shall be conveyed in fee simple to the Association for the benefit of the Association, its members, their guests, lnvitees and mortgagees, and their respective successors and assigns, upon Turnover. No portion of the Plat containing open space may be vacated in whole or in part unless the entire Plat is vacated. ARTICLE 3 3. Restrictions and Easements. Each of the following restrictions and easements over, under and across the entire Development is a covenant running with the land, and notwithstanding any of the other provisions of this Declaration, may not be substantially amended or revoked in such a way as to ~lnreasonably interfere with its proper and intended use and purpose. 3.1 Utilities. Any and all restrictions and easements as may be required for t{tiiity services to adequately serve the Development shall be covenants running with the land~ however, such easements over, under and/or across a Lot and/or Dwelling Unit shall be exercised according to the plans and specifications for the Lot and/or Dwelling Unit in question or according to the Lot as developed and/or the Dwelling Unit as constructed in a manner which will not unreasonably interfere with the intended purpose and use, unless approved in writing by the Dwelling Unit Owner. 3.2 Pedestrian and Vehicular Traffic. There shall exist easements for pedestrian tra-iri~ over, upon, through ahd-across sidewalks, paths, lanes -3- and walks, as the same may from time to time exist, upon the Common Areas; and for the vehicular traffic over, upon, through and across such portions of the Common Areas as may from time to time be paved and intended for such purposes, the same being for the use and benefit of (i) the Owners of Dwelling Units in the Development, their respective successors, guests and invitees and (ii) Institutional Mortgagees and the Land Mortgagee. 3.3 ?erpetual Non-Exclusive Easement in Common Areas. The Common Areas shall be, and the same-are hereby declared to be subject to a perpetual non-exclusive easement in favor of all of the owners of Dwelling Units and Parcel Owners in the Development (including their respective successors and assigns and mortgagees acquiring title through foreclosure or deed in lieu of foreclosure) for their use and the use of their immediate families, guests, and invitees for all proper and normal purposes, and for the furnishing of services and facilities for which the same are reasonably intended, for the enjoyment of said Owners subject to rules and regulations of the Development. 3.4 Easement for Overhanging Eaves, Troughs, Gutters and Down-spoutq. There shall exist an easement for overhanging eaves, troughS'; gutters, and downspouts and the discharge therefrom of rain water and the subsequent flow thereof over the Common Areas or Lots or over any Dwelling Unit. 3.5 Easements for Encroachment. If any Dwelling Unit encroaches upon any other L-~t, then an easement shall-exist in favor of such encroaching Dwelling Unit for so long as such encroachment may exist. 3.6 Easement for Unintentional and Non-negligent Encroachments. In the event that any Dweli[ng Unit shall encroach upon any Common Area ]r~r any reason not caused by the purposeful or negligent act of the Dwelling Unit Owner or Owners or agents of such Owner or Owners, then an easement appurtenant to each Dwelling Unit shall exist for the continuance of such encroachments on and to the Common Areas for so long as such encroachments shall naturally exist; and, in the event that any portion of the Common Areas shall encroach upon any Dwelling Unit or Lot, then an easement shall exist for the continuance of such encroachment of the Common Areas into any Dwelling Unit or Lot for so long as such encroachments shall naturally exist. 3.7 Construction; Maintenance. Declarant, for itself, its succes- sors, nominees, '~u~d"asstgns, shall have the right in its sole discretion from time to time to enter upon the Common Areas and any Lot or Dwelling Unit and ~to perform all acts necessary or convenient for the purpose of completing construction of any Dwelling Unit, of the Common Areas, or of any facilities serving the Development, and for repair, replacement and maintenance purposes where the Association fails to do so. 3.8 Easements and Cross-Easements. There are hereby created easements in favor of the Dwelling Unit Owners in the Development, their immediate families, guests and invitees, for ingress, egress and utilities, including but not limited to those necessary to provide power, electricity, telephone, sewer, water, lighting facilities, irrigation, drainage, television and cable television transmission facilities, security services, electronic and other facilities in connection therewith and the like as set forth, described and defined on the Plat. Declarant, for itself, its successors, nominees, and assigns, and the Association reserve the right to impose upon the Common Areas, henceforth and from time to time, such easements and cross-easements for any of the foregoing purposes as they deem to be in the best interest of, and necessary and proper for this Development. 3.9 Association. Easements are reserved in favor of the Association, its agents and employees, successors and assigns to enter upon the Dwelling Units for the purpose of conducting inspections and carrying out the responsibilities of the Association aa set forth herein and as may be authorized from time to time by the Association. 3.10 Easements of Record. It is recognized that the Development may be subject ~ restrictions, reservations, and easements which have been placed of record prior to the formation and filing hereof. Any existing restrictions, reservations, and easements of record include but are not limited to, certain easements for .ingress and egress across, upon and through the -4- Development and, therefore, the Development property shall continue at all times to be subject to said easements; provided, however, that this paragraph shall not be deemed to re-impose the same. ARTICLE 4 4. Ownership. 4.1 Type of Ownership. Ownership of each Lot and Dwelling Unit may be in fee simple, or any other estate in real property recognized by law, subject to Palm Beach County zoning ordinances and regulations, this Declara- tion and any exhibits and/or mnendments thereto. Further, the Development shall continue at all times to be subject to restrictions and easements as set forth hereinabove; provided, however, that this paragraph shall not be deemed to re-impose the same. 4.2 Association~. The Declarant and the Owners of record of the D~&lling Un-~e members of the Association. The Declarant shall be the sole Class B Member and, prior to Turnover, shall have three votes for each Dwelling Unit or Lot owned by it. Dwelling Unit Owners snd Parcel Owners other than Declarant shall be the Class A Members and there shall be one vote for each Dwelling Unit owned by a Class A Member. If there is more than one record Owner per Dwelling Unit, then such vote shall be voted as determined in writing by such Owners. In the absence of such written designation, the Association may conclusively rely on the vote of any Dwelling Unit Owner purporting to represent all co-Owners of said Dwelling Unit. Membership shall be appurtenant to and may not be separated from ownership of any Dwelling Unit. 4.3 Dwelling Unit Owner Rights. The Owner of a Dwelling Unit is entitled to the e:~elusive possession of h~'fl~er Dwelling Unit. tie]she shall be entitled to use the Common Areas in accordance with the purposes for which they are intended, and the rules and regulations promulgated from time to time by the Association; but no such use shall hinder or encroach upon the lawful rights o£ the Owners of other Dwelling Units. ARTICLE 5 5. Common Expense and Common Surplus. 5.1 Common Expenses are to be borne equally by each Dwelling unit Owner and shall be a proportionate share of the total expenses and costs of the Association. Each Dwelling Unit Owner or Parcel Owner shall be responsible for an equal share of the common expenses of the Association based on the number of Dwelling Units and/or Lots owned. 5.2 Any common surplus of the Association shall be owned by each Dwelling Unit Owner in the same proportion as his/her percentage liability for Common Expenses, but no Owner shall have the right to have such surplus distributed to 'him/her. ARTICLE 6 6. Maintenance. shall be as---f6llows: Responsibility for the maintenance of the Development 6.1 By the Association_. The Association shall maintain, repair and replace, at the A~soeiation~s expense: a. Landscaptn_j[. The Association shall maintain and care for all landscaping areas within the Common Areas, and shall be responsible for lawns, trees, and shrubbery therein. Further, the Association shall maintain and care for landscaping areas bordering the Development up to the pavement of any public road contiguous to or within the Development. Such maintenance shall be limited to mowing, trimming, pruning, edging, fertilizing, irrigating and spraying of lawns, trees and shrubs. The Association in its sole discretion shall determine the need for replacement and/or improvement of landscaping, lawns, shrubbery and trees. -5- b. _Sprinkler System. The Association shall maintain, repair, replace and alter a water sprinkler system throughout all landscaped areas of the Common Areas. If any repair to the water sprinkler system is caused by the negligence of a Dwelling Unit Owner, the cost of such repair shall be borne by said Dwelling Unit Owner and the Association shall have the right to enforce payment pursuant to the provisions of Article 7.5 herein. c. Private Roads, Driveways, Walkways, Paths, and Street Li~ts. The Association shall mmntmn and repmr, throughout the'Common Areas, all private roadways, driveways, walkways, paths, walls, fencing, signage, street furniture and street lights placed thereon. d. Surface Water Management System. The Association shall be responsible for maintenance' and operations, including chemical treatment if necessary, of any portion of the surface water management system as to which the Association or Declarant is legally required to perform such maintenance, whether pursuant to previously recorded agreements, Plat dedications, agreements with governmental entities or otherwise. No amendment to this section, or otherwise to this Declaration, which would affect the surface water management system, shall be made without the prior approval of the South Florida Water Management District. e~ Recreational Facilities. recreational facilities of' the. Development. The Association shall maintain the f. Other Services. The Association shall maintain, repair, replace, and protect the Common Areas of the Development and provide such other services and functions as the Board of Directors may, in its sole discretion, determine from time to time. g. Alteration and Improvement. The Association may alter or further improve the Common Areas of the D~Velopment in its sole discretion. tlowever, subsequent to the transfer of control of the Association by Developer, if the cost of said alterations or improvements shall exceed the the sum of Twenty-Five Thousand ($25,000.00) Dollars in any calendar year, prior written approval of fifty-one (51%) percent of the members of the Association shall first be obtained. 6.2 By the Dwelling Unit Owners. The responsibility of the Dwelling Unit Owner ~hall be as followS: to keep and maintain his Lot and Dwelling Unit, its equipment and appurtenances in good order, condition and repair and to perform promptly all maintenance, replacement, and repair work, whether structural or nonstructural, ordinary or extraordinary, so as to keep his Lot and Dwelling Unit in a good state of repair and in conformity with the aesthetic standards required from time to time by the Association. a. The maintenance of the e~terior of each Dwelling Unit is the responsibility of the Dwelling Unit Owner, including but not limited to repainting, roof repair, repaying, and maintenance and replacement of exterior appurtenances, accessories, and decorative features, . such as awnings, shutters, decks, pools or spas and walkways or driveways within the Lot, maintenance of all landscaping, shrubbery, trees and lawns and any irrigation system on any Lot. The Association shall require ail exterior maintenance to be accomplished in a manner such that the character of the Development is maintained. The color, quality and design of all paint, fencing, walls, mailboxes and all roof materials shall be approved by the Architectural Control Committee of the Association (provided for in Article 12 below) who shall attempt to establish uniformity and maintain the aesthetic quality of the Development. Sub-Associations may make provision for maintenance by such entities rather than by Dewlling Unit Owners where consistent with the nature of that portion of the Development. b. In the event the Owner of a Dwelling Unit or where applicable, a Sub-Association, falls to maintain said Unit as required above, the Association, Developer, the applicable Sub-Association or any other Dwelling Unit Owner shall have the right to proceed to any appropriate court to seek compliance with the foregoing provisions; or the Association shall have the .right to assess the Dwelling Unit Owner and the Dwelling Unit for the necessary sums to put the Dwelling Unit in good condition. After such assessment, the Association shall have the right to have its employees or agents enter the -6- Dwelling Unit and do the necessary work to enforce compliance with the above provisions. Further, in the event a Dwelling Unit Owner violates any provision of this section, the Developer and/or for the Association shall have the right to take any and all such steps as may be necessary to remedy such violation. including, but not limited to, entry of the subject Dwelling Unit with or without the consent of the Dwelling Unit Owner, and the repair and maintenance of any item requiring same, all at the expense of the Dwelling Unit Owner. No alteration or destruction of any structure on a Lot shall be undertaken by the Association without prior judicial action unless the condition requiring such action constitutes an emergency threateniug the health or safety of other Owners. 6.3 Limitations, No Dwelling Unit Owner shall in any way maintain, modify, or improve any areas for which the Association has the responsibility for maintenance without the prior written consent of the Association. Further, no Dwelling Unit Owner or Sub-Association shall modify or change the appearance of any portion of the exterior of the Dwelling Unit without the prior written approval of the Association. The obligation of the Dwelling Unit Owner and Sub-Association to maintain, repair and replace shah be performed so as to maintain his Unit in the same manner and to replace items as needed with the same or similar materials and of like, size, color, and quality as the original. 6.4 Cost of Maintenance. The cost of maintaining those areas which are the responsibi~~ Association shall be paid for by the Association, acting for and on behalf of all Dwelling Unit Owners and Parcel Owners. Dwelling Unit Owners and Parcel Owners, by virtue of the responsibility for assessments as elsewhere herein provided, are hereby liable pro-rata for the cost of maintenance; except that in the event the need for maintenance, repair or replacement is caused through the willful or negligent act of a Dwelling Unit Owner, his family, guests or invitees, the cost of such maintenance, repairs or replacement shall be the responsibility of said Dwelling Unit Owner and may be added to or become s part of the assessment to which said Dwelling Unit Owner is subject. Such liability of the Dwelling Unit Owner shall include any increase in insurance rates occasioned by use, misuse, occupancy or abandonme,~t of a Lot and/or Dwelling Unit or its appurtenances or of the Common Areas. 6.5 Repair and Reconstruction Following Casualty. Each Dwelling Unit Owner, with the concurrence of the Owner's InstitutiOnal Mortgagee, if any, and the Board of Directors, shall reconstruct or repair said Owner's Dwelling Unit in the event such Unit is destroyed or damaged in whole or in part by fire or such other casualty for which insurance is required to be maintained hereunder. Such repair or reconstruction shall be performed in a good and workmanlike manner in conformance with the original plans and specifications. In the event that the Dwelling Unit Owner fails to commence reconstruction or repair or to contract for such work to be performed within thirty (30) days of receipt of the insurance proceeds by the Association or the Institutional Mortgagee named as loss payee in the policy covering the Dwelling Unit, the Board, in its sole dis'cretion, may elect to initiate the repairs or reconstruction and may enter into any and all agreements with contractors with respect thereto, whether or not such coutractors may be Directors or Officers of the' Association or an entity in which a Director or Officer has an interest. If the insurance proceeds exceed the cost of repair or reconstruction, such excess shall be paid over to the Dwelling Unit Owner and/or the Owner's Institutional Mortgagee in such shares as they shall independently determine. In the event the insurance proceeds are insufficient to fully pay the costs of repair or reconstruction, the Association shah levy a special assessment against the Dwelling Unit Owner in an amount equal to such deficiency. ARTICLE 7 7. Assessment. The making and collecting of assessments against the Dwelling ~'~ Owners and Parcel Owners for Common Expenses shall be the obligation of the Board of Directors pursuant to the By-Laws and subject to the following provisions: 7.1 Share of the Common Expenses. Each Dwelling Unit Owner and Parcel Owner shall be liable for a proportionate share of the Common Expenses and shall share in the Common Surplus, such shares being heretofore -7- set forth. A Dwelling Unit Owner, regardless of how title is acquired, including, 'without limitation, a purchaser at a judicial sale, shall be liable for all assessments coming due while he is the Owner of the Dwelling Unit. In a voluntary conveyance, the grantee shall be jointly and severally liable with the grantor for all unpaid assessments against the latter for his share of Common Expenses up to the time of such voluntary conveyance, without prejudice to the rights of the grantee to recover from the grantor the amounts paid by the grantee therefor. 7.2 ~iflc Dwelling Unit Use Assessment. The Association by and through its~oa~~tors may from lime' to time make a Specific Dwelling Unit Use Assessment to a single Dwelling Unit, and without respect to the other Dwelling Units within the Development, when it appears in the discretion of the Board of Directors that the costs of insurance, maintenance, repair, replacement and/or protection of such Dwelling Unit is in excess of that generally required of other Dwelling Units within the Development or when such costs, attributable to a Dwelling Unit and the obligation of such Unit Owner, are paid by the Association as a consequence of such Unit Owner's failure to pay therefor; provided, however, an Institutional Mortgagee acquiring title by foreclosure or deed in lieu of foreclosure shall not be subject to a Specific Dwelling Unit Unit Assessment levied prior to such acquisition of title unless such Institutional Mortgagee consents to and approves such assessment in writing. 7.3 Non-waiver. The liability for assessments may not be avoided by waiver of the use or enjoyment-of any Common Areas or recreation areas or by the abandonment of the Dwelling Unit for which the assessment is made. 7.4 Interest, Application of Payment. Assessments shall be made annually and installments on such assessments shall be paid monthly in advance on or before ten (10) days after the date when due; all sums not paid on or before ten (10) days after the date when due shall bear interest at the highest rate allowed by the laws of the State of Florida from the date when due until paid. All payments upon account shall be first applied to interest and then to the assessment payment first due. 7.5 Lien for Assessments. . The Association shall have a lien on each Dwelling Unit and Parcel of J'r'--any unpaid assessments, together with interest thereon against the Owner of such Dwelling Unit or Parcel, together with a lien on all real property, improvements and tangible personal property located upon or within said Dwelling Unit, except that such lien upon the aforesaid tangible personal property shall be subordinate to prior bona fide liens of record. Reasonable attorneys' fees incurred by the Association incident to the collection of such assessments or the enforcement of such lien, together with all sums advanced and paid by the Association for taxes and payment on account of superior mortgages, liens or encumbrances which may be required to be advanced by the Association in order to preserve and protect its lien shall be payable by the Dwelling Unit Owner and secured by such lien. The Association's lien shall also include those sums advanced on behalf of each Dwelling .Unit Owner in payment of his obligation for use charges and operation costs likewise referred to as Common Expenses. Said lien shall be effective from and after the time of recording in the public records of Palm Beach County, Florida, of a claim of lien stating the legal description of the Dwelling Unit, the name of the record owner, the amount due and the date when due, and the lien shall continue in effect until all sums secured by the lien shall have been fully paid. Such claims of Hen shall be signed by an officer of the Association. Upon full payment, the party making payment shall be entitled to a recordable satisfaction of the lien. 7.6 Subordination of the Lien to Mor_~_e~s. The lien for assess- ments as herei~ab-o~e provided for Shall'" be Sd~n~ to and inferior to the lien of any mortgage or mortgages of an Institutional Lender. Sale or transfer shall not affect the assessment lien. However, the sale or transfer of any Dwelling Unit which is subject to the mortgage of an Institutional Lender, pursuant to a decree of foreclosure under such mortgage or any proceeding or deed in lieu of foreclosure, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. 7.7 Collection and Foreclosure. The Board of Directors may take such action as they deem necessary to collect assessments of the Association by -8- ORB . FI9 personal action, or by enforcing and foreclosing said lien, and may settle and compromise same, if in the best interest of the Association. The Association shall be entitled to bid at any sale held pursuant to a suit to foreclose an assessment Hen, and to apply as a cash credit against its bid, all sums due the Association covered by the lien enforced. In case of such foreclosure, the Dwelling Unit Owner shall be required to pay a reasonable rental for the Dwelling U~dt, and the plaintiff in such foreclosure shall be entitled to tile appointment of a Receiver to collect same from the Dwelling Unit Owner and/or occupant. 7.8 Collection by_ Sub-Association. As to any Parcel, Dwelling Unit or Lot which-is governed by a Sub-As-~'ciation, the Sub-Association shall be responsible for the timely collection and remittance to the Association of aH Assessments. Each Sub-Association shall account for each DweLling Unit or Lot as to payment or non-payment of any installment. 7.9 ~ Capital Assessment. Each Dwelling Unit Owner, acquiring title f~ shall pay tO the-Association at closing a sum equal to two months' assessments as a contribution to the Association's working capital fund and not as an advance payment of regular assessments. Such fund is established for unforeseen expenses of the Association or to acquire additional equipment and services and may not be used by Developer or the Association for other then such purposes. ARTICLE 8 8. .Compliance and Default. Each Dwelling Unit Owner shall be governed by and shall comply with the terms of this Declaration, the By-Laws and Rules and Regulations adopted pursuant thereto, and said documents and Rules and Regulations as they may be amended from time to time. Failure of Dwelling Unit Owners to comply therewith shall entitle the Association to the following relief in addition to the remedies provided elsewhere herein. 8.1 Costs and Attorney's Fees. In any proceeding arising because of an alleged failure of a Dweding Unit Owner to comply with the terms of the Declaration, the By-Laws or the Rules and Regulations adopted pursuant thereto, and said documents and/or Rules and Regulations as they may be amended from time to time, the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorneys fees as may be awarded by the court. 8.2 No Waiver of Rights. The failure of the Association to enforce a covenant, reat~ or other p~ovision of this Declaration or any of the exhibits attached hereto, shall not constitute a waiver of the right to do so thereafter. ARTICLE 9 9. Association. In order to provide for the efficient and effective administra~ 'Development by the .Owners of Dwelling Units, the Asso- ciation has been organized as a non-profit corporation under the laws of the State of Florida, and said corporation shall administer the operation and management of the Development and undertake and perform all actions and duties incident thereto in accordance with the terms, provisions, and conditions of this Declaration and in accordance wi th the terms of the Articles of Incorporation of the Association, its By-Laws and the Rules and Regulations ....... promulgated by the Association from time to time. 9.1 Articles of lnco~.~pg~ation. A copy-of the Articles of Incorpo- ration of the Assoc--dl'~l~n is atto as Exhibit B. 9.2 ~. A copy of the By-Laws of the Association is attached hereto a~t C. 9.3 Limitation upon Liability of Association. Notwithstanding the duty of the Asso~ciation to maintain or repair portions Of the Development, the Association shall not be liable to Dwelling Unit Owners for Injury or damage, other than the cost of maintenance and repair, caused by any latent condition of the property to be maintained and repaired by the Association, or caused by the elements or other Owners or persons. -9- ORB Pe 9.4 Restraint upon Assignmen. t of.. Shares and Assets. The share of a member in the ~dnds and assets of' the' Association cannot be assigned, hypothecated or transferred in any manner except as an appurtenance to {tis Dwelling Unit. 9.5 Approval or Disapproval of Matters. Whenever the decision of a Dwelling Unit Owner is required upon any matter, whether or not the subject of an Association meeting, such decision shall be expressed in accordance with the By-Laws of the Association. 9.6 Membershi}). The record Owners of Parcels, Lots and Dwelling Units in the Development shall be members of the Association and no other persons or entities shall be entitled to membership except for the Developer. Membership shall be established by acquisition of ownership of fee title to or fee interest in a Parcel, Lot or Dwelling Unit, whether by conveyance, devise, judicial decree or otherwise, subject to the provisions of this Declaration and by the recordation among the Public Records of Palm Beach County, Florida, of the deed or other instrument establishing the acquisition and designating the Parcel, Lot or Dwelling Unit affected thereby and by the delivery to the Association of a true copy of such recorded deed or other instrument. The new Owner designated in such deed or other instrument shall thereupon become a member of the Association, and the membership of the prior Owner shall be terminated. 9.7 Votin_~. On all matters to which the membership shall be entitled to vote, the Class A Members shall have one (1) vote for each Dwelling Uuit and the Class B Member shall have three (3) votes for each Lot or Dwelling Unit owned by it prior to Turnover. 9.8 Restrictions on Association. Notwithstanding anything to the contrary contalne~"l~erein, unless and until-(a) Institutional Lenders holding at least three-quarters (3/4) of (i) the first mortgages as to each Lot or Dwelling Unit encumbered by a mortgage and (ii) tile owners of any Lot or Dwelling Unit not encumbered by a mortgage and (b) the Land Mortgagee have approved in writing, the Association may not: a. abandon, partition, subdivide, encumber, sell, or transfer the common property; b. change the method of determining assessments; e. change the scheme of regulations or enforcements regarding architectural design, or exterior appearance, or maintenance of units, common property, walls, or fences, and driveways, or upkeep of lawns plantings; d. fail to maintain fire and extended coverage on planned unit development common property at 100% replacement cost; e. use hazard insurance proceeds for losses to planned unit development common property for other than repair, replacement, or reconstruction. f. amend this Declaration, the Articles or the Bylaws in any other way deemed "material" under the then existing guidelines promulgated by FNMA or FHLMC. ARTICLE 10 10. Mortgages and Liens 10.1 M_ortga_g_~. Any Dwelling Unit Owner may mortgage his Dwelling Unit with--6-d't'~approval of the Association. 10.2 Notice of Lien or Suit. a. Notice of Lien. A Dwelling Unit Owner shall give uotiee to the Association of every lien upon his DweUing Unit other than for permitted mortgages, taxes and special assessments within five (5) days after the attaching of the lien. -I0- ORB 550 b. Notice of Suit. A Dwelling Unit Owner shall give notice to the Association of every suit or other proceeding which may affect the title to his Dwelling Unit{ such notice to be given within five (5) days after the Dwelling Unit Owner receives knowledge thereof. c. Failure to Compl.,y.. Failure to comply with this Article 10 will not affect the validity of any ju~hc"~ial sale. ARTICLE 11 11. Use Restrictions. 11.1 Dwelling Units are restricted to residential use by a single family. Nothing herein contained shall prevent ownership of Dwelling Units by a corporation or other business entity, or trustee; provided, however, that the intended use by such Dwelling Unit Owner or occupant shall be consistent with this Declaration. 11.2 No commercial activity, trade or business shall be maintained upon any Dwelling Unit. 11.3 No fence shall be erected, maintained or permitted upon a Lot or any portion of the Development, unless approved by the Architectural Control Committee. 11.4 Reasonable Rules and Regulations concerning the use of the Development properties may be made and amended from time to time by the Association in the manner provided by its Articles of Incorporation and By-Laws. Copie.s of such Rules and Regulations and amendments shall be furnished by the Association to all Dwelling Unit Owners and residents of the Development upon request. 11.5 No sign of any kind (including "for sale" or "for rent" signs) shall be displayed to the public view from any Lot or any portion of the Development without Architectural Control Committee approval as to size and design. Signs used by Declarant to advertise the property during construction and/or sales period are hereby expressly permitted. 11.6 The parking of automobiles, designated for such purpose, is prohibited. except upon paved areas 11.7 No trucks of more than one-half ton rated capacity nor any commercial vehicles shall be permitted upon any portion of the Development for overnight parking, storage or repair unless fully enclosed and stored within a Dwelling Unit Owner's garage. 11.8 'The overnight parking of v~hicles of any kind upon the Common Areas is prohibited. 11.9 The parking and storage of boats, boat trailers, campers or trailers is prohibited without the prior written consent of the Association unless fully enclosed and stored within a Dwelling Unit Owner's garage. 11.10 No exterior radio or television, antenna, aerial or satellite dish or other similar structure or equipme,~t shall be erected or maintained without the prior written consent of the Architectural Control Committee. 11.11 Pit bull dogs or other similar breeds or mixed breeds which may, in the sole discretion of the Board of Directors of the Association, have - the potential for vicious or dangerous behavior are prohibited. No pet may be kept, bred or maintained for any commercial purpose whatsoever or become a nuisance or .annoyance to other Dwelling Unit Owners. Dwelling Unit Owners must pick up all solid wastes of their pets and dispose of such wastes appropriately. All pets (including cats) must be leashed or carried by hand at all times when outside the Dwelling Unit or Lot. No pet may be kept on a baieony or terrace or in a Lot when its owner is not in the Dwelling Unit. Without limiting the generality of other provisions of this Declaration, violations of this paragraph shall entitle the Association to all of its rights and remedies, including without limitation the right to fine Dwelling Unit Owners and/or to -11- ORB 5_' 1-19 require any pet, to be permanently removed from the Development upon three (3) days written notice. 11.12 No tents and no temporary or accessory building or structure shall be erected without the prior written consent of the Architectural Control Committee. 11.13 Portions of Lots not improved by a building, walks, pool, decks, or driveway shall be maintained as a landscaped area. 11.14 No nuisances shall be allowed upon the Development property nor any use or practice which is the source of annoyances to residents or which interfere with the peaceful possession and proper use of the Development by its residents. All parts of the Development shall be kept in a clean and sanitary condition and no rubbish, refuse or garbage shall be allowed to accumulate or any fire hazard allowed to exist. 11.15 No immoral, unapproved, offensive or unlawful use shall be made of the Development or any part tl~ereof; and all laws, zoning ordinances and resolutions and regulations of aH governmental bodies having jurisdiction thereof shall be observed. 11.16 All garbage and trash containers and oil and gas tanks must be placed and maintained below ground level or in wailed-in areas so con- structed as. to render the contents thereof hidden from view from adjoining properties. 11.17 Except as reserved to the Developer, no Lot and/or Dwelling Unit may be divided or subdivided into a smaller Unit nor any portion thereof Sold or otherwise transferred without first amending this Declaration to show the changes in the Dwelling Units to be affected thereby. 11.18 Provided, however, that until the Developer has completed all of the contemplated improvements and closed the sales of all the Dwelling Units, neither the Dwelling Unit Owners nor the Association shall interfere with the completion of all contemplated improvements and the sale of all Dwelling Units, and 'the Developer and any Parcel Owner to whom Developer specifically assigns such rights may make such use of the unsold Dwelling Units and/or Common Areas as may facilitate such completion and/or sale, including but not Hmited to maintaining a sales office, showing of the property and displaying signs. ARTICLE 12 12. Architectural Control. No building or other structure shall be erected or maintained upon the property within the Development, nor shall any exterior addition to or change or alteration thereof or of any appurtenances thereto as elsewhere specified in this Declaration be made until the plans and specification showing the nature, kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony of size, design, materials and location in relation to surrounding structures and topography by an architectural committee ("Architectural Control Committee") of no less than three (3) or more than five (5) representatives ~ppotnted by the Association. Prior to Turnover all such representatives shall be appointed by Developer. In the event the Architectural Control Committee fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it, approval will not ~be required and ~'~this paragraph will be deemed to have been fully complied with. The Architectural Control Committee shall be permitted to employ "aesthetic" grounds or reasons as the sole basis for denial or rejection of the proposed plans and specifications. The provisions of this paragraph shall not apply to or be operative against any Parcel, Lot or Dwelling Unit the title to which is in the Declarant. ARTICLE 13 13. Lot Improvement and Landscape Control. Any Owner of a Dwelling Unit, who, subsequent to the purchase and transfer of the Dwelling Unit from the Declarant, is desirous of improving said Dwelling Unit by construction or landscaping shall do so only after obtaining the written consent from the Architectural Control Committee as to the desired change; provided, however, -12- ORB 2 J 2 that this restriction shall not apply to the Declarant during such time as the Declarant is constructing or improving the Dwelling Units of the Development. ARTICLE 14 14. Taxes and Insurance. 14.1 Association Insurance. The insurance which shall be carried by the AssOciation shall be governed by the following provisions: a. Authority to Purchase. All insurance policies shall be purchased by the As~'~iation for-ihe benefi[ of the Association and the Dwelling Unit Owners. All policies purchased by the Association must be written by insurance companies accepted and approved by the Institutional Lender holding the largest aggregate dollar sum of mortgages encumbering Dwelling Units in the Development, said sum to be ascertained at the time of purchase or renewal of each policy. b. Coverage. i. casualty,. Ail buildings and improvements upon the Common Areas and all personal property of the Association included in the Common Area, are to be insured in an amount equal to the maximum insurable replacement yah, e, as determined annually by the Board of Directors of the Association, and all such insurance must be obtained, if possible, from the same company. Such coverage shall provide protection against: aa. Loss or damage by fire and other hazards covered by a standard extended coverage endorsement, and flood disaster ins~irance, if the Development is within a flood control area and does not fall within any governmental exemptions. bb. Such other risks as from time to time shall be customarily covered with respect to buildings, if any, similar in construction, location and use, including, but not limited to, vandalism and malicious ,nischief~ ii. Public Liability. In such amounts and with such coverage as shall be required by the Board of Directors of the Association with cross liability endorsements to cover liability of the Dwelling Unit Owners as a group to a Dwelling Unit Owner. iii. Workers' Compensation. meet the requirements of the law. As shall be required to iv. Association Insurance. Such other insurance as the Board of Directors of the A'~sociatton, in its ~t s~retion, may determine from time to time to be in the best interest of the Association and the Dwelling Unit Owners, including directors' liability insurance and fidelity bonding, or other insurance that an Institutional Mortgagee may reasonably require, so long as it is the owner of a mortgage on any Dwelling U~dt. e. Premiums. Premiums for insurance policies purchased by the Association shall ~e pa~y the Association. d. Assured. All insurance policies purchased by the Association shall be ~ benefit of the Association and the Dwelling Unit Owners. 14.2 Dwelling Unit Owners Taxes. All real estate and personal property taxes' assessed against a Dwell~nit shall be the responsibility of that Dwelling Unit Owner. 14.3 Association Taxes and Insurance. The Association shall be responsible for real property and personal property taxes assessed against Cmnmon Areas and personal property owned by and/or the responsibility of the Association. Further, the Association shall be responsible for the cost of all insurance deemed necessary from time to time by the Association to afford protection against loss. Such responsibility for taxes and insurance shall be considered Common Expenses of the Association. -13- ORB.. 5 1q9 J .. -_14.4..._Dwelling Unit Owner's InsurancE. Each Dwelling Unit Owner (or uuo-assoelallon, as to condominium master p0Jicies) shall be responsible for the purchase of homeowner's insurance (fire and casualty) insuring the Dwelling Unit at not less than the maximum replacement value. Each such policy shall name the Association as an additional loss payee subject only to the rights of an Institutional Lender holding a mortgage encumbering the Dwelling Unit. The r---~ssociation,, with the concurrence of said Mortgagee, [nay hold in trust any nsuranee proceeds disbursed so as to ensure that repairs are made as set forth n Article 6.5. Each Dwelling Unit Owner or Sub-Association, as applicable, shall furnish to the Association evidence of insurance in compliance with this Article within ten (10) days prior to any expiration thereof. ARTICLE 15 15. Terms of Covenants and Restrictions. 15. I Duration. All of the foregoing covenants, conditions, reservations, an~t---~'tions shall continue and remain in full force and effect at all times as against the Owner of any Dwelling Unit in the Development, regardless of how said Owner acquired title, until the commencement of the calendar year 2037, on which date these covenants, conditions, reservations, and rest,'Ictions shall terminate and end, and thereafter be of no further legal or equitable effect on the lands of the Development or any Owner thereof; pro- vialed, however, that these covenants, conditions, reservations, and restrictions shah be automatically extended for a period of ten (10) years, and thereafter in successive 10-year periods unless on or before the end of the initial term or any extension term. the owners of a majority of the Dwelling Units in the Development shall by written instrument duly recorded declare a termination of same. 15.2 Enforcement. The Association or any Unit Owner shall have ~'~he right to enfo-'~"by any proceeding at law or in equity all restrictions, onditions, covenants, reservations, liens and charges now or hereafter imposed :y the provision of this Declaration. Failure by the 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. ARTICLE 16 16. Amendments. Except as otherwise provided herein this Declaration may be am~d frbm time to time, only upon the vote of not less than 'seventy-five (75%) percent of the votes held by the Members and subject to approval of Institutional Lenders of seventy-five (75%) percent of the Dwelling Units suld the Land Mortgagee; provided, however, that until the Developer has completed all of the contemplated improvements and closed the sale of all Dwelling Units within the Development, no amendment(s) to this Declaration which affect Developer's completion or marketing of the Development shall be effective, unless joined in by the Developer. It is further provided that in order to be effective any amendment to this Declaration must be recorded in the Public Records of Palm Beach County, Florida. 16.1 Developer's Right to Amend. Notwithstanding anything herein to the contrary,-th~ Develope~- reserves the right to alter and amend this Declaration, as it deems necessary and/or appropriate for the protection and enhancement of the Development or if such amendment is requested by an ~I,nstitutional Lender ss a requirement for such lender to make a mortgage loan ~ a Dwelling Unit and does not materially and adversely affect the rights of .cisting Dwelling Unit Owners, and the Developer shall not require the joinder ~; any Dwelling Unit Owners or mortgagees (excePt as otherwise specifically provided herein), prior to Turnover. 16.2 Additions to the Development. Prior to Turnover, the Declarant shall i~Ve the'right, but Shall 'be Under no obligation, to bring within the scope of this Declaration such additional real property as it, in its sole discretion, shall deem appropriate. Such additional real property must, however, be contiguous to the Development and within the boundaries of the Plat. The additions authorized by this paragraph may be made by the Declarant without the consent of the Association, the Community Association, any Owner, mortgagee or Shy other person or entity, by recording among the Public Records of Palm Beach County, Florida, a supplemental Declaration with -14- respect to the additional property covenants, restrictions, easements, such property. which shail extend the scope of the charges and liens of this Declaration to 16.3 Non-Discrimination. No amendment shall discriminate against any Dwelling Un£{-~Owner or aga~t~st any Dwelling Unit, or class or group of Dwelling Units, unless the Dwelling Unit Owners so affected and their Institu- tional Lenders shall consent. No amendment shall make any change in Articles 16 and 17 hereof unless the record owners of all mortgages upon all Dwelling Units and the Land Mortgagee shall join in the execution of such amendment. ARTICLE 17 17. Developer's Rights Prior to Turnover. 17.1 Limitations on Right to Act. Notwithstanding anything to the contrary containe-~~n,-'~---p'~[or to uT'~-~'nover, Developer shall have full authority to act in the best interest of the Development, in Developer"s sole discretion, without the consent or approval of any Owners, respecting any and all matters affecting the Development and the Association, subject only to the following: a. Rights of Institutional Lenders and the Land Mortgagee specifically set forth herein. Declaration. b. Easements of record prior to the date of filing of this c. Rules and regulations of governmental entities having jurisdiction hereof. d. Article 9.8 of this Declaration. 17.2 Assessments. After the commencement date of payment of monthly Common Expenses, in the event there are unsold Lots and/or Dwelling Units, the Developer retains the right to be the owner of said unsold Lots and/or Dwelling Units. During such time as the Developer continues to be the Owner of a Lot and/or Dwelling Unit, the Developer shall be obligated to pay only that portion of the Common Expenses incurred which exceeds the amount assessed against other Dwelling Unit Owners. In no event, however, shall the Developer be req~dred to pay as to each Lots and/or Dwelling Unit owned by it, an amount exceeding the obligation of a~y other Dwelling Unit Owner for a single Dwelling Unit. Should the Developer contribute to the Common Expenses a sum greater than is required hereunder, the Association shall be obligated to reimburse the Developer therefor. 17.3 No Amendments. NotWithstanding anything herein to the contrary, the provisions of th s~-Arttcle shall not be subject to any amendment until the Developer has sold all of the Lots and/or Dwelling Units in the Development. 17.4 Transfer of Association Control. The transfer of control of the Association to the Owners shall-take place at a meeting of Members in accordance with Article 2 of the By-Laws. ARTICLE 18 18. Sales Office. For so long as Developer owns any Lots and/or Dwelling Units with nt-6- the Development, the Developer shall have the right ~o transact any business including, but not limited to, the right to maintain model Dwelling Units, have signs, employees in the offices, use the Common Areas for construction and sales purposes, display Dwelling Units and grant and reserve easements as may be necessary for such purposes. Sales offices, signs, and all sales and promotional items shall remain the property of Developer. These rights are assignable by Developer, in whole or in part, to any Parcel Owner, which assignment(s) shall be in writing and recorded among the Public Records of Palm Beach County, Florida. -15- ARTICLE 19 19. Severabiltty. The invalidation in whole or in part of any these covenants, eo/idtti0i{~, reservations, and restrictions or any section, sub- section, sentence, clause, phrase, word or other provision of this Declaration shall not affect the validity of the remaining portions which shall remain in full · ~force and effect. 19.1 In the event any court shall hereafter determine that any provision as originally drafted herein violates the rule against perpetuities, the period specified in thin Declaration shall not thereby become invalid, but instead shall be reduced to the maximum period allowed under such rules of law. ARTICLE 20 20. ,~~ees. The holders of first mortgages on any Lot or Dwelling ~~]~rtgagee shall have the following rights in addition to any other rights granted to them herein or elsewhere. 20.1 ~ayment of Taxes on Common Areas. The Association shall pay all and singular the taxes, assessments, le-~es,~abilities, obligations, and encumbrances of every nature on said Common Areas, each and every, and if the same be not promptly paid, any such first mortgagee, its successors or assigns, may at any time pay the same without waiving or affecting the option to foreclose or any right hereunder, and every payment so made shall bear interest from the date thereof at the highest rate then permitted by law and shall be due and payable forthwith on demand. 20.2 Pa_~_ment of Insurance Premiums. The Association shall keep and maintain suc~-~-h-~n~-d on the Comm~n Areas as shall be required by the By-Laws of the Association from time to time. In the event such premiums shall ~'~ot be promptly paid, any such first mortgagee, its successors or assigns, may at any time pay the same or obtain alternative coverage without waiving or pffecting the option to foreclose or any right hereunder, and every payment so made shall bear interest from the date thereof at the highest rate then permitted by law and shall be due and payable fortl~with on demand. 20.3 Notice of Defaults. Any such first mortgagee shall have the right, upon wrtt~e-n request, to require that the Association notify it of any default not cured within sixty (60) days thereof of any of its obligations herein. 20.4 .Copy of Financial Statement. Any such first mortgagee shall be entitled, upon written request, to receive a copy of the Association's financial statement for the immediately preceding fiscal year. IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has hereunto set its hand and seal this fi; ~_/ day of '= .?-,.-'-: z~"~,l..:'x _, 1987. WITNESSES: COSCAN FLORIDA, .INC., a Florida corporation -16- ORB ~!~rlc2 P~ ~1 ~ STATE OF FLORIDA ) ) COUNTY OF PALM BEACH ) The foregoing instrument was, acknowledged before, me this ~ day of ~':J~r)~)~J~ , 1987 b ' y ...}. EI~i/v4_'K~-~Iz,~ ........ , as V~-'.~L~tf~ ' -' ~ of ..~DA, INC., a Flo~da corporation, on behalf of the co~~.?. .... ~ ,~:,.. . My Commission ~xptres. · : "~.' · . -17- ORI~ 5~1")9 P~ 21 7 JOINDER AND CONSENT OF MORTGAGER ~_~the undersigned, or the priority of the lien created thereby. EXECUTED this _?~-~ day of_ ~_-}<..£5~1.~( ~' , 19'~/j~. MANUFACTURERS HANOVER TRUST COMPANY, tile owner and holder of a mortgage encumbering the land described in the foregoing Declaration, hereby consents to the terms and conditions of said Declaration. Nothing contained herein shall be deemed to or in any way limit or affect the mortgage held by WITNESSES: STATE OF NEW YORK ) ) SS: ) COUNTY OF NEW YORK MANUFACTURERS HANOVER TRUST COMPANY, a New York banking corporation --.;,., The. foregoing instrument was acknowledffed before me tht. ///L( a .... · ' . .' ~ ~ y ~ ~ - ~ ~ " ---~ ~' ~-' k ' 8S ~,,~t~[, a New ~orK banking corporation, on beh~f of the corporation. My Commissto~ ~ " ~xpires: k -18- JOINDER AND CONSENT OF QUAIL RUN MASTER ASSOCIATION· INC. Quail Run Master Association, Inc. hereby joins in the foregoing Declaration for the purposes of acknowledging the consent of tile Association to the Declaration and the undertaking of the rights and responsibilities therein provided. EXECUTED this ~ day WITNESSES: STATE OF FLORIDA ) ) SS: COUNTY OF PALM BEACH ) · 1987. QUAIL RUN MASTER ASSOCIATION, INC. ,-'x The foregoing instrument was acknowled ed before m ~..~L' '- . _-:.~ - g e this ,~ day of _- -~.[~/t~l~,-- , 1987, b J -* *. := '- - on behalf of the corporation. · ,,-pront corporation, : . ( fi': /,.. ....' . /"~¢'', __ ' . ,~ . . . . Notary Public, STATE OF FLORI~---'-~. My Commission Expires: R~T,iUI¥ PUBL..'I~ STITE 01r FLO'RI'DII 24/QLW -19- EXItlBIT A TO DECLARATION OF COVENANTS, RESTRICTIONS EASEMENTS AND LIENS FOR QUAIL RUN Legal Description All of the plat of Quail Lake East and Tracts One and Two, according to the Plat thereof, recorded in Plat Book 50, pages 3-5, Public Records of Palm Beach County, Florida together with all of the plat of Quail Run, according to plat thereof, recorded in Plat Book 57, page 100, Public Records of Palm Beach County, Florida. 25~22/QLW EXHIBIT B TO DECLARATION OF COVENANTS, RESTRICTIONS EASEMENTS AND LIENS FOR QUAIL RUN ARTICLES OF INCORPORATION OF QUAIL RUN MASTER ASSOCIATION, INC. ORB ~F)9 Pe ~?~ I certify that the attached is a true and correct copy of the Articles of Incorporation of QUAIL RUN MASTER ASSOCIATION, INC. a corporation organized under the laws of the State of Florlda, flied on DECEMBER 2, 1987. T/se document number of this corporation is N23722 A NON PROFIT CORPORATION CR2E022 ~reat ~enl of tl~ ~tnt~ M~loriba, at ~alla~u~ee, t~e ~nFita[, t~ ~ tile 2nd ba~ of December 1987. 3Jim ~mitl1 ~ecreL~r~ uf ,~tate CR2E040 (8-87) ARTICLES OF INCORPORATION OF QUAIL RUN MASTER ASSOCIATION, INC. The undersigned hereby executes and acknowledges these Articles for the purpose of forming a corporation not-for-profit under Chapter 617 Florida Statutes, and certifies as follows: ' ARTICLE I NAME The name of the corporation shah be Quail Run Master Association, Inc., which corporation shall hereinafter be referred to as the "Association". ARTICLE II PURPOSE The pu,-pose and object of the Association shall be to administer the opera- tion and management of all common areas ("Common Areas") within Quail Run, located in Boynton Beach, Palm Beach County, Florida, (the "Development"); and to undertake the performance of the acts and duties, incident to the administration of the operation and management of said Common Areas and other properties located within the Development, in accordance with the terms, provisions, conditions and authorizations contained in these Articles of Incorporation, and which may be contained in the formal Declaration of Covenants, Restrictions, Easements and Liens for Quail Run (the "Declaration") which shall be recorded in the Public Records of Palm Beach County, Florida; and to take and hold fee simple title to the Common Areas and to operate, lease, mortgage, sell, trade and otherwise deal with such property, whether real or personal, as may be necessary or convenient in the administration and maintenance of the above-referenced property; and further, to foster a residential community throughout the Development. ARTICLE III POWER8 The Association shall have the following powers: 1. The Association shail have all of the common law and statutory powers of a corporation not-for-profit under the laws of Florida which are not in conflict with the terms of these Articles and the Declaration and all of the powers and duties reasonably necessary to implement and effectuate the pur- poses of the Association, as herein above set forth, including, but not limited to, tile following: ~(a) To make, establish and enforce reasonable rules and regulations governing the use of the Common Areas as such terms are further defined by the Declaration. ' (b). To make and collect assessments against members of the Asso- ciation to defray the costs, expenses and losses of the Association. (a) To u~e the proceeds of assessments in the exercise of its powers and duties. (d) To undertake the maintenance, repair, replacement and operation of the Common Areas end/or property leased or acquired by the Association for the benefit of Its members. (e) To purchase insurance upon the Common Areaa and insurance for the protection of'the Association and lt~ member~. (f) To reconstruct the tmprovementa upon the Common Areaa after more owners of one Dwelling Unit shall be determined by the By-Laws of the Association. ' ARTICLE V DIRECTORS 1. The affairs of the Association will be managed by a Board consisting of the number of directors as shall be 'determined by the By-Laws of the Asso- ciation, but shall not be less than three (3) in number. In the absence of a determination as to the number of members, the Board of Directors shall consist of three (3) directors. 2. The Directors of the Association shall be elected at the annual meet- ing of the members in the manner determined by the By-Laws. Directors may be removed and vacancies on the Board of Directors shall be filled in the manner provided by the By-Laws. 3. The first election of directors by the membership of the Association shall be held upon Turnover. 4. The directors herein named shall serve until the first election of directors by Association members, and any vacancies in the number occurring before the first election shall be filled by the remaining directors. 5. The names and addresses of the members of the first Board of Direc- tors who shall hold office until their successors are elected and have qualified or until removed, are as follows: ~NAME ADDRESS James E. MacI<enzte Robert p. Burnett Robert C. Ackerman Suite 400, East Building 1900 Corporate Blvd., N.W. Boca Retch, Florida 33431 Suite 400, East Building 1900 Corporate Blvd., N.W. .Boca Raton, Florida 33431 Suite 400, East Building 1900 Corporate Blvd., N.W. Boca Retch, Florida 33431 ARTICLE VI OFFICERS The affairs of the Association shall initially be administered'by the officers named in these Articles of Incorporation and any vacancy shall be filled by appointment of the first Board of Directors. After the Developer has relin- quished control of the Association, the officers shall be elected by the Board of ~Directors at its first meetinK following the first meeting of the members of the Association at which the Board of Directors is elected. The officers shall serve foe an annual term at the pleasure of the Board of Directors. The names and .addresses of the officers who shall serve until thet~ successors are designated by the Board of Directors elected by the membership of the As~ziation are as follows: ' NAME AND ADDER88 · lames E. MaeKensie 3uite 400, East Building 1900 Corporate Blvd., Boca Eaton, Florida 33431 OFFICE(8) President Robert p. Burnett Suite 400, East B~fllding 1900 Corporate Blvd., N.M. Boca Raton, Florida 33431 Vice-President Robert C. Aekerman Suite 400, East Building 1900 Corporate Blvd,, N.W. Boca Raton, Florida 33431 Secretary and Treasurer ARTICLE VII INDEMNIFICATION Every director and every officer of the Association shall be indemnified by the Association against ali expenses and liabilities, including counsel fees rea- sonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved by reason of his being or having been a director of officer of the Association, whether or not he is e director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in that event of a settlement, indemnification shall apply only when the Board of Directors approve such settlement and reimbursement as being in the best interests of the Asso- ciation. The foregoing right of indemnification shall be in addition to, and not exclusive of all other rights to which such director or officer may be entitled. ARTICLE VIII BY-LAWS The first By-Laws. of the Association shall be adopted by the Board of Directors named herein and may be altered, amended or rescinded in the ..... manner provided in the By-Laws. ARTICLES IX AMENDMENTS Amendments to these Articles of Incorporation shall be proposed and adopted in the following manner: 1. N°tie~ of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is to be considered. 2. A resolution approving a proposed amendment may be proposed by either the Board of Directors or by any one (1) or more members of the Asso- ciation. Directors and members not present in person or by proxy at the meeting considering the amendment may express their approval in writing, provided such approval is delivered to the Secretary of the Association at or prior to the meeting; and (a) Such approval must be by not less than seventy-five percent (75%) of the entire membership of the Board of Directors and by not less than seventy-five percent (75%) of the votes of the entire membership of the Asso- ciation; or ~ (b) By not less than eighty percent (80%) of the entire membership ~f the Association. 3. No amendment shall make any, changes In the qualifications for mem- bership or in voting rights of members, or any change in Paragraphs 2 and/or 3 of Article IV hereof without approval in writing by all members. 4. A copy of each amendment to the Articles of Incorporation! as approved shall be accepted and certified by the Secretary of State and recorded in the PubHo Records of Palm Beach County, Florida. 5. Notwithstanding the provisions of this Article IX, the Developer reserves the right to alter and amend these Articles of Incorporation, as it deems necessary and/or appropriate /'or the protection and enhancement of the Development, and the Developer shall not require or need the Joinder of 'any member prior te Turnover; provided, however, that any such amendment shall require the approval and consent of ail institutional mortgagees of record. Ii. Notwithstanding the foregoing provisions of this Article IX, which affects Developer's construction or completion of the Development or its marketing of Dwelling Units, no amendment of these Articles shall be adopted or become effective without the prior written consent of the Developer it successors or assigns. ' ARTICLE X TERM The Association shall have perpetual existence, ARTICLE XI DEVELOPER Wherever referred to herein or in the Bylaws of the Association, the term "Developer" shall mean Coscan Florida, Inc., a Florida corporation and its successors and assigns. ' ARTICLE XII INCORPORATOR The name 'and address of the incorporator of these Articles of Incorpo- ration is as follows: NAME ADDRESS Marc J. Sternbaum 201 Alhambra Circle 12th Floor, Coral Gables, Florida 33134 ARTICLE Xlll REGISTERED AGENT The initial Registered Agent of the Association shall be Barry N, Semet, whose address ia 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134. ARTICLE XIV. INITIAL REGISTERED OFFICE The initial registered office of the Association shah be located at 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134. IN WITNESS WHEREOF, tl~e incorporator has hereto affixed his signature on this ~ day of __ ~-/i.3~'_~'~r~ _~_'. 19 ~ ~. ORB ~r}9 P~ '"'"" STATE OF FLORIDA ) ) SS: COUNTY OF DADR ) The foregoing instrument was acknowledged before me this _~C~2_~/' , 198.~_, by MARC J. STERNBAUM, as Incorporator. day of W-~y~P--U- 51 [ c v- My Commission Expires: 25/QLW CERTIFICATE DESIGNATING RESIDENT AGENT AND REGISTERED OFFICE In accordance with Chapter 48.091, Florida Statutes, the following designation and acceptance is submitted in compliance thereof. DESIGNATION QUAIL RUN MASTER ASSOCIATION, INC., desiring to organize under the laws of the State of Florida, hereby designates Barry N. Semet its registered agent and 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134 as its registered office. ACCEPTANCE Having been named as registered agent for the above named corporation, I hereby agree to act in such capacity for such :orporation at its registered office. (Regis '~-~/ed Agent) 5509 ~ 229 EXHIBIT C TO DECLARATION OF COVENANTS, RESTRICTIONS EASEMENTS AND LIENS QUAIL RUN BY-LAWS OF QUAIL RUN MASTER ASSOCIATION, INC. BY-LAWS OF QUAIL RUN MASTER ASSOCIATION, INC. A Corporation Not-for-Profit Under the Laws of the State of Florida 1. IDENTITY. These are the By-Laws of Quail Run Master Association, Inc. (hereinafter the "Association"), the Articles of Incorporation of which were filed in the office of the Secretary of State of the State of Florida on the day of 198 The Association has been organized for~purpose o--f holding title"i~ fee~imple to and administering the operation and management of the common areas of Quail Run ("Development") located in Boynton Beach, Palm Beach County, Florida, and all of the recreation and! or community facilities located upon said lands. The Association will administer the operation and management of such common areas and community facilities pursuant to these By-Laws and the Declaration of Covenants, Restrictions, Easements and Liens for Quail Run (the "Declaration"). 1.1 Office. The office of the Association shall be at Suite 400, East Building, 1-0-0-0'-~orporate Blvd., N.W., Boca Raton, Florida 33431, or at such other place or places as the Board of Directors may determine from time to time. 1.2 Fiscal Year. The fiscal year shall be the calendar year. 1.3 Seal. The seal of the Association shall have inscribed thereon the name of the---Kssociation, the year of its organization and tile words "Corpo- ration Not-for-Profit". Said seal may be used by causing it, or a facsimile thereof, to be impressed, affixed or otherwise reproduced upon any instrument or document executed in the name of the Association. 2. MEMBERSHIP AND MEMBERS' MEETINGS. 2.1 Qualification. The membership of the Association shall consist of all those persons entitled to membership as provided in the Declaration. 2.2 Change of Membership. After receiving approval of the Association, as elsewhere required, change of membership in the Association shall be established by recording in the Public Records. of Palm Beach County, Florida, a deed or other i~strument establishing a record title to a parcel, lot or dwelling unit in the Development and delivery to the Association of a certified copy of such instrument, the grantee in such Instrument thereby immediately becoming a member of the Association in the place and' stead of the prior owner, The membership of a prior owner shall thereby be simultaneously terminated. 2.3 Annual Members' Meeting. The annual meeting shall be held at the office of tl~e--~--A~sociation or at succ"h other place as may be designated in the notice of meeting on the first Tuesday in November of each year for the purpose of electing directors and transacting any other business; provided that if the date for the first annual meeting of members subsequent to relinqnishment of control by Developer is less than six (6) months after the first election of directors by the membership of the Association, the first annual meeting shall not be held, and the directors-first elected by the membership of the Association shall serve until the date for the next following annual meeting, 2.4 Special Members' Meetings. Special Members meetings shall be held at the offlc-~'-6f the Association 0~-at- such other place as may be designated in the notice of meeting whenever called by the President, Vice President or a majority of the Board of Directors and]or by the members entitled to cast one-third (1/3) of the votes of the entire membership. The business conducted at a special meeting shall be limited to that stated in the notice of the meeting. ORP, 2.5 Transfer of Association Control. The transfer of control of the Association-To the' Owners shall take place at a regular or special meeting of members in accordance with the procedural requirements set forth in this Article. 2.6 Notice of Meetings. Notice of all members' meetings stating the time and place ~-~d the" Object fob-which the meeting is called shall be given by the President, Vice President or Secretary, unless waived in writing. Such notice shall be written or printed and shall state the time, place and object for which the meeting is called. Such notice shall be given to each member not less than fourteen (14) days, nor more than sixty (60) days prior to the date set for such meeting, which notice shall be mailed or presented personally to each member within said time. If presented personally, receipt for such notice shall be signed by the member, indicating the date on which such notice was received by him. If mailed, such notice shall be deemed to be properly given when deposited in the United States mail, addressed to the member at the last post office address as said member's address appears on the records of the Association and the postage thereon pre-paid. Proof of such mailing shall be given by the affidavit of the person giving the notice. Any member may, by written notice signed by such member, waive such notice, and such waiver when filed in the records of the Association. whether before or after the hold- ing of the meeting, shall be deemed equivalent to the giving of such notice of such member. 2.7 Quorum. A quorum at members' meetings shall consist of the pres- ence in person or by proxy of one-third (1/3) of the votes of the entire membership. The acts approved by a majority of the votes present at a meet- ing at which a quorum is present shall constitute the acts of the members, except where approval by a greater number of members is required by the Declaration, the Articles of Incorporation or these By-Laws. 2.8 y~. In any meeting of members, the owners of lots other than ,, Developer ~ l~ass A Members ) shall be entitled to cast one (1) vote for each Dwelling Unit so owned or permitted to be built on any lot or parcel, as provided in the Declaration, provided that if a Dwelling Unit is owned by more than one (1) person, his right to vote shall be established on the roster of Dwelling Unit Owners kept by the Secretary of the Association. If a Dwelling Unit is owned by more than one (1) person, the person entitled to cast the vote for the Dwelling Unit shall be designated by a certificate signed by all of the record owners of said Dwelling Unit and filed with the-Secretary of the Association. If a Dwelling Unit is owned by a corporation, the person entitled to cast the vote for lhe corporation shall be designated by a certificate signed by the president or vice president and attested by the secretary or assistant secretary of the corporation and filed with the Secretary of the Association. Such certificates shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the Dwelling Unit concerned takes place, and in the event that such change of ownership transpires, such change of ownership shall be evidenced by the recordtnff of a deed transferring title to the subject Dwelling Unit in the Public Records of Palm Beach County, Florida. A certificate designating the person entitled to cast the vote of a Dwelling Unit may be revoked by any owner thereof. If such .a certificate is not on file, the vote of such owners shail not be considered in determining the .requirement for a quorum or for any other purpose. Until Turnover (as defined in the Declaration), Developer ("Class B Member") shall be entitled to three (3) votes for each Lot or Dwelling Unit owned by it. 2.9 Proxies. Votes may be cast in person or by proxy. A proxy may be made by any person entitled to vote sz~d shall be valid only for the particu- lar meeting designated thereon and must be filed with the Secretary before the appointed time of the meeting, or by any adjournment thereof. 2.10 .Adjourned Meetings. If any meeting of members cannot be organized because a quorum is not present, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present. -2- 2.11 Presiding Officer. At meetings of the membership· the President shall preside, or in his~ a~b-sence, the Vice President shall preside· or in the absence of both, the membership shall select a chairman. 2.12 Order of Business. The order of business at annual members' meet- ings shall be: ' 2.12.1 Determination of chairman of the meeting; 2.12.2 Calling of the roll and certifying of proxies; 2.12.3 Proof of notice of meeting or waiver of notice; 2.12.4 Reading and disposal of any unapproved minutes; 2.12.5 Reports of officers; 2.12.6 Reports of Committees; 2,12.7 Election of inspectors of election; 2.12.8 Election of directors; 2.12.9 Unfinished business; 2.12.10 New Business; and 2.12.11 Adjournment. 2.13 Proviso. Provided, however· that until Turnover the proceedings __of all eetmgs of members of the Association shall have no effect unless m ~ · expressly approved in writing by the Board of Directors. 3. DIRECTORS. 3.1 Membership. The affairs of the Association shall be managed by a Board of D{rectors and the ri. umber of directors shall be determined as follows: 3.1.1 Three (3) directors initially, which number shall remain the same until the Developer relinquishes control as hereinafter provided for, and the first election for members of the Board of Directors is held. 3.1.2 Seven (7) directors to be elected at the first election of directors, with each Sub-Association to elect, in such manner as it may deem appropriate, one of the directors. 3.1.3 The number'of directors shall remain seven (7) unless said number shall be changed by a vote of the Association membership at a meeting to be held. at least six (6) months prior to the time for the election of the Board of Directors. The number of directors shall always be an odd number. 3.2 Replacement and Removal. 3.2.1 Except as to vacancies provided by removal of directors by members, vacancies in the Board of Directors occurring between annual meet- .... ings of members shall be filled by the remaining directors. 3.2.2 Any director may be removed by concurrence of two-thirds (2/3) of the votes of the entire membership, at a special meeting of the members called for that purpose. The vacancy in the Board of Directors so created shall be filled by the members of the Association at the same meeting. 3.2.3 Provided, however, that until Turnover, the first directors of the Association shall serve, and in the event of vacancies, the remaining directors shall fill the vacancies. If there are no remaining directors, the vacancies shall be filled by the Developer. -3- 3.3 Term. The term of each director's service shall extend until the next annual'-~ting of the members and thereafter until his successor is duly elected and qualified or until he is removed in the manner elsewhere provided. 3.4 Organizational Meeting. The organizational meeting of a newly- 91ected Boa~Directors shall ~e held within ten (10) days after their election such place and ti[ne as shal~l be fixed by the directors at the meeting at ~hich they were elected, and no further notice of the organization meeting shall necessary. 3.5 Regular Meeting_~. Regular meetings of the Board of Directors may be held at-S~h 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 or by telephone or telegraph, at least three (3) days prior to the day named for such meeting. 3.6 S_~ecial Meetings. Special meetings of the directors may be called by the Presiden~-~nd must ~ called by the Secretary at the written request of one-third (1/3) of the directors. No less than three (3) days' notice of the meeting shall be given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. 3.7 Waiver of Notice. Any director may waive notice of a meeting before or after the m~-~t-{ng, and such waiver shall be deemed equivalent to the giving of notice. 3.8 Quorum. A quorum at directors' meetings shall consist of a majority of the entire Board of Directors. 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 of Directors, except when approval by a greater number of directors is required by the Declaration, the Articles of Incorporation or these By-Laws. 3.9 Adjourned Meeting. If, at any meeting of the Board of Directors, · ~here be 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 adjourned meeting any business which might have been transacted at the meeting as originally called may be transacted without further notice. 3.10 Joh~der in Meeting by Approval of Minutes. The joinder of a director in-fhe ac'tion of a m~eting by Sf-~ling---~-~d concurring in the minutes thereof shall constitute the presence of such director for the purpose of determining a quorum. 3.11 Presiding Officer. The presiding officer of directors' meetings shall be the Chmrman o--~oard if such an officer has been elected; and if none, the President shall preside. In the absence of the presiding officer, the direc- tors present shall designate one of their number to preside. 3.1.2 Order of .Business. shall be: The order of business at directors' meetings 3.12.1 Calling of roll; 3.12.2 Proof of due notice of meeting; 3.12.3 Reading and disposal of any unapproved minutes; 3.12.4 Reports of officers and committees; 3.12.5 Election of officers; 3.12.6 Unfinished business; and 3.12~7 Adjournment. 4. POWERS AND DUTIES OF TIlE BOARD OF DIRECTORS. 4.1 General. All of the powers and duties of the Association existing under the D-d~tton, the Articles of Incorporation and these By-Laws, shall -4- elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. 5.1.1 President. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of president of an association, including, but not limited to, the power to appoint committees from among the members from time to time, as he may in his discretion deem appropriate to assist in the conduct of the affairs of the Association. 5.1.2 Vice President. The Vice President shall, in the absence or disability of tl~e P-~"e~{dent, exercise the powers and perform the duties of the President. lie shall also assist the President generally and exercise such other powers and perform such other duties as shall be prescribed by the directors. 5.1.3 Secreta.ry. The Secretary shall keep the minutes of all proceedings of th~-a'l-~-~ors and the members. He, shall attend to the giving and serving of all notices to the members and directors and other notices required by law. He shall have custody of the seal of the Association and affix the same to instruments requiring a seal when duly executed. He shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of secretary of an association and as may be required by the directors or the President. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent. 5.1.4 Treasurer. The Treasurer shall have custody of all property of the Association', includl-~g funds, securities and evidences of indebtedness. lle shall keep books of account for the Association in accordance with good accounting practices, which, together with substantiating papers, shah be made available to the Board of Directors for examination at reasonable times. He ~--shall submit a Treasurerfs report to the Board of Directors at reasonable intervals and shall perform all other duties incident to the office of Treasurer. 5.2 Compensation. Officers and directors of the Association shail receive no compensa"~l~b~t mhy be reimbursed by the Association for approved and necessary expenses incurred in their duties. This provision shall not preclude the Board of Directors from employing a director or an officer as an employee of the Association, nor preclude the contracting with a director or officer for the management of the common areas and recreation and/or community facilities. 6. FISCAL MANAGEMENT. The provisions for fiscal management of the Association set forth in the Declaration and the Articles of Incorporation shall be supplemented by the following provisions: 6.1 Accounts. The receipts and expenditures of the Association shall be credited anted to accounts which shall include, but not limited to, the following classifications as shall be appropriate, all of whtqh expenditures shall be common expenses: 6.1.1 Current Expenses. Current expenses, shah include all receipts and expehdiiures to be made within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserve or to betterments. The balance in this fund at the end of the year shah be applied to reduce the assessments for current expenses for the succeeding year. 6.1.2 Reserve for Deferred Maintenance. Reserve for deferred maintenance shall "th-~lul-U~Unds for maint~"fi~'-h'~e it'd'ms which occur less fre- quently than annually. 6.1.3 Reserve for Replacement. Reserve for replacement shall include funds for repair or replacement required because of damage, depre- ciation or obsolescence. 6.1.4 Betterments. Betterments shall include the funds which may be used for capFi-~ expe'n'aitures for additional improvements or additional personal property. -6- be exercised exclusively by the Board of Directors, its agents, contractors or employees, 'subject only to approval by Dwelling Unit Owners when such approval is specifically required. Such powers and duties of the directors shall include, but not be limited to, the following; subject, however, to the provisions of the Declaration, the Articles of Incorporation and these By-Laws: 4.1.1 To purchase insurance upon the common areas and common property of the Association, which shall include, but not be limited to, furniture, office equipment and recreational facilities and workmens' compensation insurance as required by the laws of the State of Florida and to purchase additional insurance, which the Association in Its discretion deems advisable, for the protection of the Association and its members. 4.1.2 To make and collect assessments, including specific unit assessments, as provided in the Declaration, against members of the Association to defray the costs, expenses and losses of the Development and the Asso- ciation. 4.1.3 To contract for the management of the common areas and/or community facilities and to delegate to the contractor all powers and duties of the Association, except such as are specifically required by the Declaration or these By-Laws to have approval by the Board of Directors or the members of the Association. 4.1.4 To acquire and enter into agreements whereby it acquires leaseholds, memberships and other possessory or use interests in lands or facilities, whether or not contiguous to the lands of the Development, intended to provide for the enjoyment, recreation or other use and benefit of the Dwell- ing Unit Owners, and to declare expenses in connection therewith to be common expenses. 4.1.5 To merge with other homeowners' associations, whether or not contiguous to the lands of the development, on such terms and conditions as the Association may determine to be in the interest of the Dwelling Unit owners. 4.1.6 To pay all costs of electric power, gas, water, sewer and other utility aery/cea rendered to the common areas sa~d not billed to the owners of the Lots or Dwelling Units. 4.1.7 To enforce by legal means, the provisions of the Articles of Incorporation, these By-Laws and the Declaration, and the rules and regu- lations hereinafter promulgated, governing the use of the common areas and/or community facilities. 4.2 Rules and Regulations. The Board of Directors shall adopt such rules and regulations rel~/tive '[b ihe common areas and/or community facilities as they shah deem necessary and proper from time to time; provided, however, that the Developer reserves the right to establish such rules and regulations until such time as the Developer terminates its control of the Association. 4.3 Leases and Contracts. The undertakings, leases. 'and contracts authorized ~-y~nIttal Board "of Directors shall be binding upon the Asso- ciation in the same manner and with the same effect aa though such under- takings, leases and contracts had been authorized by the first Board of Directors, duly elected by the membership after the Developer has relinquished control of the Association, notwithstanding the fact that members of the initial Board of Directors may be directors or officers of, or otherwise associated with, the Developer or other entities doing business with the Association. 5. OFFICERS. 5.1 Executive Officers. The executive officers of the corporation shall be a Presi~--~t, who shall be a director; a Vice President, who shall be a director; a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be pre- emptorily removed by vote of the directors at any meeting by concurrence of a majority of all of the directors. Any person may hold two (2) or more offices, except that the President shah not also serve as the Secretary or Assistant Secretary of the Association. The Board of Directors shall, from time to time, 6.2 Transfer of Funds. The Board of Directors, upon a two-thirds (2/3) vote 'of Its membership, shall have the authority, during a budget year, to transfer funds which, in its discretion, it deems unnecessary to hold for the purpose of a particular account, to and for the use of another purpose in another account. 6.3 ~. The Board of Directors shall adopt a budget for each calendar year which shall include the estimated funds required to defray the common expenses and to provide and maintain funds for accounts and reserves, including, but not limited to, the following according to good accounting practices: 6.3.1 Current Ex~. Current expenses, shall include all funds ~nd expenditures ~ ~ ~a~-~- w~ the year for which the funds are budgeted and may include a reasonable allowance for contingencies and working funds. The balance in this fund at the end of the year shall be applied to reduce the assessments for current expenses for the succeeding year or to fund reserves. 6.3.2 Reserve for Deferred Maintenance. Reserve for deferred maintenance shall include funds for n~l-~enance items which occur less fre- quently than annually. 6.3.3 Reserve for Replacem_n__en~t. Reserve for replacement shall include funds for repair or replacement required because of damage, depre- ciation or obsolescence. 6.3.4 Betterments. Betterments shall include the funds to be used for capital expenditures for additional improvements or additional . personal property which will be part of the common area, recreational and/or community facilities, the amount for which shall not exceed the sum of Twenty-Five Thousand ($25,000.00) Dollars; provided, however, that in the expenditure of this fund, no sum in excess of Ten Thousand ($10,000.00) Dollars shall be expended for a single item or purpose unless such betterment has been approved by the members of the Association, in the manner required by the Declaration. 6.3.5 Developer Not Subject to Assessment. It is further provided that until the ])eveloper, 'its successors and/or assigns, as same as contemplated by Paragraph 1.8 of the Declaration, has completed all of the contemplated improvements and closed the sales of all Dwelling Units in the development, or until the Developer, its successors and/or assigns, as contem- plated by said Paragraph 1.8, elects to terminate its control of the development, whichever first shall occur, the Developer, its successors and/or assigns, as same are contemplated by the aforementioned Paragraph 1.8, and the Dwelling Units owned by it shall not be subject to assessment as provided for in the Declaration, but instead shall be assessed and caused to pay the Association, in lieu thereof, a sum equal to the actual amount of the operating expenditures for each calendar year, less an amount equal to the total assessments made by the Association against owners of Dwelling Units other titan the Developer provided, however, that the Developer shall in no event be required to pay more per Dwelling Unit than the mnount required to be paid by any other Dwelling Unit Owner. 6.3.6 ~Coptes. Copies of the budget and proposed assessments shall be transmitted to each member on or before the first day of December preceding the year for which the budget is made. If the budget is subsequently amended, a copy of the amended budget shall be furnished to each member. Delivery of a copy of any budget or amended budget to each member shall not affect the liability of any member for any such assessment; neither shah delivery of a copy of such budget or amended budget be considered as a condi- tion precedent to the effectiveness of such budget, and assessments levied pursuant thereto, and nothing herein contained shall be construed as restrict- ing the right of the Board of Directors, at any time, in its sole discretion to levy additional assessments in the event that the budget originally adopted shah appear to be insufficient to pay costs and expenses of operation and manage- ment, or in the event of emergencies. 6.4 Assessment for Common Expenses. Assessment against the Dwelling Unit Owne/'s for their share of the common expenses shall be made for the -7- calendar year annually in advance, on or before the 20th day of December preceding the year for which the assessments are made. Such assessments shall be due in twelve (12) equal monthly installments, on the first day of January and on the first day of each month thereafter of the year for which the assessments are made. If an annual assessment is not made as required, an assessment shall be presumed to have been made in the amount of the last prior assessment, and monthly installments thereon shall be due upon each installment payment date until changed by an amended assessment. In the event the annual assessment proves to be insufficient, the budget and assessments therefor may be amended at any time by the Board of Directors. The unpaid assessment for the remaining portion of the calendar year for which the amended assessment is made shall be due and payable in equal ~nonthly install- ments for the full months remaining in the assessment year. 6.5 Assessments for Charges. Charges or special assessments by tlie Association~ Should such be requ~-d by the Board of Directors, shall be levied in the same manner ss hereinbefore provided for regular assessments and shall be payable in tl~e manner determined by the Board of Directors. 6.6 Acceleration of Assessment Installment Due Upon Default. If a Dwelling U~it Owner shK[] be in defauli' m-Th-'Yhe payment-~'i'-~K6-~[h~-ta~nt upon an assessment, the Board of Directors may accelerate the remaining installments of the assessment upon notice thereof to the Dwelling Unit Owner and there- upon, the unpaid balance of the assessment shall come due upon the date stated in the notice, but not less than .ten (10) days after delivery thereof to the Dwelling Unit Owner, or not less than twenty (20) days after the mailing of such notice to him by registered or certified mail, whichever shall first occur. 6.7 Assessments for Emergencies. Assessments for common expenses for emergencies---~ c~o-t be pa~[--i'~-~m the annual assessments for common expenses shall be due only after fifteen (15) days notice to the Dwelling Unit Owners concerned and shall be paid in such manner as the Board of Directors of the Association may require in the notice of assessment. 6.8 Depository. The depository of the Association s!~ail be such bank or banks as sha~i be d'~signated from time to time by the directors and in which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shah be only' by checks signed by such persons as are autho- rized by the directors. 6.9 Audit. A review of the accounts of the Association shall be made annually by a certified public accountant and a copy of the accountant's report shall be furnished to each member and to any institutional first mortgagee requesting a copy not later than April 1st of the year following the year for which the audit is made. 6.10 FideLity Bonds. Fidelity bonds may be required by the Board of' Directors from ail persons handling or responsible for Association funds. The amount of such bonds and the sureties shail be determined by the directors. The premiums on such bonds shall be paid by the Association as a common expense. 6.11 Terminslion of Membership'. The termination of membership in the Association~--g~'r of deed or otherwise, shall not relieve or release any such former owner or a member from liability or obligation incurred under or in any way connected with the Development during the period of such ownership and membership, or impair any rights or remedies which the Association may have agalna! such former owner and member arising out of or in any way con- nected with such ownership and membership and the covenants and obligations incident thereto. 7. RULES AND REGULATIONS. As to common areas, the Board of Directors may, from time to time adopt or amend previously adopted administrative rules and regulations governing the details of the operation, use, maintenance, management and control of the common areas of the Development and any facilities or services made available to the Dwelling Unit Owners. The Board of Directors shall, from time to time, post in a conspicuous place at the Development, a copy of the rules and -8- c) 77_ 8 regulations adopted from time to time by the Board of Directors. In addition, the Board of Directors may, from time to time, adopt or amend previously adopted rules and regulations governing and restricting 'the use and maintenance of the Dwelling Units within the Development provided, however, that copies of such rules and regulations are furnished to each Dwelling Unit Owner affected thereby, prior to the time same become effective, and where '"applicable or desirable, copies thereof shall be posted in a conspicuous place. 8. REGISTERS. 8.1 Register of Members. The Secretary of the Association shall main- tain a re~~~-'~~tion office showing the names and addresses of members. It shall be the obligation of the individual members to advise the Secretary of the Association of any change of address and ownership as other- wise provided. The Association, for purposes of notification, shall have the right to rely on the last given address of each of the members. A copy of such register shall be furnished to the Community Association within fifteen (15) days of request therefor by the Community Association. 8.2 ~_egister of Pledged or Mortgaged Dwelling Units. The Association shall maintain a suitable register o~ro-~-~h~ recording of pI~-dged or mortgaged Dwelling Units. Any pledgee or mortgagee of a Dwelling Unit may, but is not obligated to, notify the Association in writing of the pledge or mortgage. In the event that a notice of default is given to any member under an applicable provision of these By-Laws, the Articles of Incorporation or the Declaration, a copy of such notice shall be mailed to the registered pledgee or mortgagee. 9. AMENDMENTS. These By-Laws may be amended in the following manner: 9.1 Notice. Notice of the subject matter of a proposed amendment shall be included-iK-~e notice of any meeting at which a proposed amendment is to considered. 9.2 Resolution. A resolution adopting a proposed amendment may be proposed by either the Board of Directors of the Association or by the members of the Association. Directors and members not present in person or by proxy at the meeting, considering the amendment may express their approval In writing, providing such approval is delivered to the Secretary at or prior to the meeting. Except as elsewhere provided, such approvals must be by either: 9.2.1 Not less than seventy-five percent (75%) of the entire membership of the Board of Directors and by not less than fifty-one percent (51%) of the votes of the entire membership of the Association; or 9.2.2 By not less than seventy-five percent (75%) of the votes of the entire membership of the Association; or 9.2.3 By all of the directors, 'until the first election of directors. 9.3 against of Dwell No ameu ~¥atlon or 9.4 attached amendmm of the t effective Public R~ 9.5 no amen¢ Proviso. Provided, however, that no amendment shall discriminate hying Unit Owner or against any Dwelling Unit or class or group ng Units, unless the Dwelling Unit Owners so affected shall consent. ]merit shall be made which is in conflict with the Articles of lncorpo- the Declaration. Execution and Recording. A copy of each amendment shall be to--~~flEate certifying [hat the amendment was duly adopted as an ~t of the By-Laws, which certificate shah be executed by the officers ~ssociation with the formalities of a deed. The amendment shall be when such certificate and s copy of the amendment are recorded in the ;cords of Palm Beach County, Florida. Developer. Notwithstanding the foregoing provisions of this Article, [men---f- ot~1 ~Ii~se By-Laws may be adopted or become effective prior to the relinquishment of control of the Association by the Developer, without the prior written consent of the Developer. -9- 10 REAL PROPERTY TAXES. The real property taxes assessed on each Dwelling Unit· including any improvements thereon, shall be a separate expense of the individual Dwelling Unit Owners. The property taxes assessed on the lands comprising the common areas, including any improvements thereon, however· shall constitute a common expense to be paid in the manner set forth above. ~.~ 11. PARLIAMENTARY RULES. Robert's Rules of Order (latest edition) shall govern the conduct of Asso- ciation meetings when not in conflict with the Declaration· the Articles of Incor- poration or these By-Laws. 12. MISCELLANEOUS. 12.1 Whenever the context so permits, tile use of the singular shall include the plural and the plural shall include the singular, and the use of any gender shall include all genders. 12.2 Should any of the covenants herein imposed be void or become unen- forceable at law or in equity, the remaining provisions of the instruments shall, nevertheless, be and remain in full force and effect. 12.3 If any irreconcilable conflict should exist or hereafter arise, with respect to the interpretation of these By-Laws and the provisions of the Decla- ration, the Declaration shall govern. 12.4 Corporation and Association are used synonymously herein. The foregoing was adopted as the By-Laws of Quail Run Master Association, Inc., a Florida corporation not-for-profit, at the first meeting of tile Board of Directors on the day of , 198 . · Secretary (CORPORATE SEAL) APPROVED: , PresFd[ent 26/QLW -10- RECORD VERIFIED PALM BEACH COUNTY. FLA. JOttN B. OUNKLE CLERK CIRCUIT COURT