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09/15/2010 ConsentDANNYL. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: September 16, 2010 TO: Christine Hurley, Director Growth Management Division ATTN: Mayra Tezanos Executive Assistant FROM. Isabel C. DeSantis, D.C. At the September 15, 2010 Board of County Commissioner's meeting, the Board granted approval and authorized execution of the following: Consent of Lessor for Declaration of Condominium for Holzman Homes Condominium developed by Habitat of Humanity of the Upper Keys, Inc. located at 98980 Overseas Highway in Key Largo (RE# 00522220-000000) for five (5) units of affordable housing Enclosed is an electronic copy of the above -mentioned wherein arrangements have been made via UPS for delivery to Patricia Gessel, P.L., 99530 Overseas Highway. Should you have any questions please do not hesitate to contact my office. cc: County Attorney via e-mail File NOTICE OF RESTRICTIONS ANY INSTRUMENT OF CONVEYANCE LEASE, ASSIGNMENT, GRANT OR OTHER DISPO§ITON OF ANY INTEREST IN OR TO ANY PORTION OF THE DEMISED PREMISES OR TO ANY IMPROVEMENTS ERECTED THEREON WILL BE SUBJECT TO CERTAIN RESTRICTIONS INCLUDING BUT NOT LIMITED TO RIGHTS OF FIRST REFUSAL, USE OCCUPANCY, INCOME, MEANS, RESALE PRICE, RENTAL AND MORTGAGE LIMITATIONS INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN OFFICIAL RECORDS BOOK 2426, PAGE 355 AND BOOK 2466 PAGE 278 OF THE PUBLIC RECORDS OF MON?tOE COUNTY, FLORIDA. DECLARATION OF CONDOMINIUM OF HOLZNIIAN HOMES CONDOMINIUM Prepared by: Patricia Gessel, Esq. Patricia Gessel, PL Attorney at Law 99530 Overseas Highway, #2 Key Largo, FL 33037 Page 1 of 44 TABLE OF CONTENTS TO DECLARATION OF CONDOMINIUM OF HOLZMAN HOMES CONDOMINIUM I Article I Submission of Propegy to Act 4 Name and Address 5 II Definitions S IV Description of Property g V Common Elements 9 VI The Association 11 VII Occupancy, Use, and Leasing Restrictions 12 13 VIII Easements IX Maintenance, Alteration, and Improvements 14 X Insurance 16 XI Damage, Destruction, and Termination 20 XII Condemnation 22 XIII Purchase of Condominium Parcel by Association 25 XIV Notice of Lien or Suit 26 XV Rules and Regulations 26 XVI Amendment of the Declaration 27 XVII Conveyances, Sales and Transfers 29 XVIII Remedies 32 XIX Miscellaneous 34 Consent of Lessor 38 Page 2 of 44 EITS TO DECLARATION OF CONDOMINIUM OF HOLZMAN HOMES, A CONDOMINIUM "A" Legal Description of Real Property "B" Plot Plan, Survey and Graphic Description "C" Share of Common Expenses, Common Elements and Common Surplus "D" Articles of Incorporation of Holzman Homes Condominium Association, Inc. "E" By -Laws of Holzman Homes Condominium Association, Inc. "F" Rules and Regulations Page 3 of 44 DECLARATION OF CONDOMINIUM OF HOLZMAN HOMES CONDOMINIUM THIS DECLARATION is made by Habitat for Humanity of the Upper Keys, Inc., a Florida not for profit corporation (hereinafter called the "Developer") Developer is the owner of a one hundred (100) year leasehold interest in that certain real property (the "Property") by an Occupancy Agreement and Ground Lease, dated May 20, 2009 between Monroe County, as Lessor, and Habitat for Humanity of the Upper Keys, Inc., as Lessee, recorded in Official Records Book 2426, Page 355 and amended April 21, 2010 in Book 2466, Page 278 of the Public Records of Monroe County, Florida. The Property is legally described in Exhibit "A" attached hereto and is located at 98980 Overseas Highway, Key Largo, FL 33037, having RE # 00522220-000000. Developer intends to develop the Property for the sale of five (5) affordable housing units for qualified owners subject to the Affordable Restrictions set forth in the Occupancy Agreement and Ground Lease, dated May 20, 2009 between Monroe County, as Lessor, and Habitat for Humanity of the Upper Keys, Inc., as Lessee, recorded in Official Records Book 2426, Page 355 and amended April 21, 2010 in Book 2466, Page 278 of the Public Records of Monroe County, Florida and as set forth and further defined herein. The Developer intends to and does hereby submit the Property together with all buildings, structures, improvements, and other permanent fixtures thereon, and all rights and privileges belonging or in any way pertaining thereto, to the provisions of the Florida Condominium Act. The Developer further desires to establish for its own benefit and for the mutual benefit of all future owners or occupants of the Property or any part thereof, a condominium form of ownership; and intends that all future owners, occupants, mortgagees, and any other persons hereinafter acquiring an interest in the Property shall hold that interest subject to easements, restrictions, declarations, conditions, limitations, reservations and right of way of record and certain mutually beneficial restrictions and obligations with respect to the proper use, conduct, and maintenance of the property, as hereinafter set forth. ARTICLE I PURPOSE, NAME, DESCRIPTION OF PROPERTY Purpose: Submission of Property To Act 1.01 By this Declaration, Developer does hereby submit the Property, the Page 4 of 44 improvements thereon and the rights and easements appurtenant thereto to condominium ownership pursuant to the Condominium Act of the State of Florida and declares same a condominium known as Holzman Homes Condominium (the "Condominium"). Name and Address 1.02 The name of the Condominium is Holzman Homes Condominium. The Condominium is located at 98980 Overseas Highway, Key Largo, FL 33037, in the County of Monroe, State of Florida. Description of Property 1.03 The Property described in Exhibit "A" is hereby submitted to the condominium form of ownership. ARTICLE II DEFINITIONS 2.01 The terms used herein [and in the Exhibits attached hereto] shall have the meaning specified in the Act, and as follows, unless the context otherwise requires: (1) "Condominium Act" or "Act" means the Condominium Act of the State of Florida (F.S.718, et. Seq.) as it exists at the time of recording this Declaration of Condominium in the Public Records. (2) "Affordable Housing Unit" shall mean a residential housing unit that meets the moderate or lesser income requirements set forth in applicable sections of the Monroe County Land Development Regulations, as may be amended from time to time without limitation of Monroe County's complete legislative prerogatives, said restrictions to encumber the Property for the term of the one hundred (100) year lease. The singular includes the plural and the plural includes the singular when referenced herein. (3) "Affordable Restrictions" shall mean the affordable or employee housing regulations as set forth in applicable sections of the Monroe County Land Development Regulations or County Code, as hereinafter amended, except that in no event shall the amendment materially and adversely alter the obligations or rights of Lessee under the Lease or decrease the lawfully permissible sales price or rental rate for an Affordable Housing Unit to less than the specified sales price or rental rates for moderate income housing as set forth in the Land Development Regulations in effect at the time of execution of the Lease where the effect upon an owner/Sublessee/mortgagor would be to divest such person or entity of value upon which such person reasonably and fairly relied to their detriment. The substance of the Affordable Restrictions may be freely amended in Lessor's legislative discretion, particularly with respect to administrative, monitoring and enforcement mechanisms, but any such amendment shall not materially diminish the lawfully established and equitably vested resale value or the reasonable alienability of "home -ownership" Affordable Housing Units, or in the case of rental only units or Page 5 of 44 projects, shall not materially and adversely diminish or interfere with the Lessee's substantive benefits conferred under the Lease or any of its non -administrative terms. However, Lessor may restrict Affordable Housing Unit resales and rentals to use as "Employee Housing" as defined in the Affordable Restrictions, as amended from time to time. Moreover, Lessor may establish in its Affordable Restrictions "means" or "assets" criteria that limit potential buyer or rental pools. Any such amendment shall not increase Initial Lessee's responsibility as set forth in the Lease. It is the intent and purpose and shall be the effect of the Lease and any Affordable Restrictions to ensure that the affordability of Affordable Housing Units and dedicated real property upon which they are located is maintained and enforced such that any administrative rule, policy or interpretation thereof, made by Lessor or its designees relating to the maximum total amount of consideration and cost permitted to be in any way involved in a purchase or rental transaction (including but not limited to purchase price, lease assignment fees, rents or any other compensation given or received in or "outside" of a related transaction) shall never exceed the affordability criteria reasonably established by Monroe County for the dwelling units involved. In every case, the construction and interpretation of terms, conditions and restrictions imposed by this Lease and the Affordability Restrictions shall be made in favor of ensuring that long term affordability benefits for the respective housing resources inure to the benefit of Monroe County, its economy and its community character. (4) "Articles" means the Articles of Incorporation of the Association, attached hereto as Exhibit "D" and by this reference made a part hereof, as they may be amended from time to time. (5) "Assessment" means a proportionate share of the funds required for the payment of the Common Expenses [and Limited Common Expenses], which from time to time may be levied against each Unit Owner. (6) "Association" means Holzman Homes Condominium Association, Inc., a not for profit Florida corporation, and its successors, that is the entity responsible for the administration and management of the Condominium. (7) "Board" means the Board of Directors of the Association. (8) "Buildings" means all structures or structural improvements located on the Property and forming part of the Condominium. (9) "Bylaws" means the Bylaws for the government of the Association, attached hereto as Exhibit "E" and by this reference made a part hereof, as they may be amended from time to time. (10) "Common Elements" means any part of the Condominium Property, except p the Units, as set forth and defined in Paragraph 4.04 of this Declaration, in which all of the Unit Owners have an undivided interest. (11) "Common Expenses" means the expenses arising out of the ownership of the Common Elements, including expenses incurred in the maintenance, administration, improvement, repair, or replacement of the Common Elements, whether incurred or estimated by the Board, for which the unit Owners are liable to Page 6 of 44 the Association in accordance with the terms of the Condominium Documents; (12) "Common Surplus" means the excess of all receipts of the Association over the amount of the Common Expenses; (13) "Condominium" means Holzman Homes, a Condominium, and consists of the Condominium Property submitted to the condominium form of ownership by this Declaration; (14) "Condominium Documents" means the Declaration, Bylaws, Articles, and all exhibits attached thereto as the same may be amended from time to time; (15) "Condominium Property" or "Property" means all property covered by the Declaration, and includes the Land and all improvements now existing or hereafter placed thereon, all easements, rights, interests and appurtenances thereto, and all personal property now or hereafter used in connection therewith; (16) "Declaration" means this Declaration and all Exhibits attached hereto, as it may be amended from time to time; (1.7) "Developer" means Habitat for Humanity of the Upper Keys, Inc., a Florida not for profit corporation, its successors and assigns. (1. 8) "Institutional Mortgagee" means a bank, a savings and loan association, an insurance company, a FHA -approved mortgage lender, a pension fund, a credit union, a real estate or mortgage investment trust, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, a mortgage banker or any other lender generally recognized in the community as an institutional type of lender or its loan correspondent, or the Developer, holding a Mortgage on one or more individual Units. (1.9) "Lease" means the Occupancy Agreement and Ground Lease, dated May 20, 2009 between Monroe County, as Lessor, and Habitat for Humanity of the Upper Keys, Inc., as Lessee, recorded in Official Records Book 2426, Page 355 and amended April 21, 2010 in Book 2466, Page 278 of the Public Records of Monroe County, Florida. (20) "Limited Common Elements" means those portions of the Common Elements which are reserved for the use of a certain Unit or certain Units to the exclusion of all other Units. (21) "Member" means a member of the Association, membership in which is confined to persons holding fee ownership in a Unit. (22) "Occupant" means a person or persons in possession of a Unit, regardless of whether that person is the Unit Owner. (23) "Plans" means the site plan, building plans, floor plans, which depict the Page 7 of 44 location, layout, identifying numbers, and dimensions of the Units and the Limited Common Areas and the Common Areas, identified as Holzman Homes Condominium, that are attached hereto as Exhibit "B", and by this reference made a part hereof. (24) "Special Assessments" means the costs and expenses, other than Common Expenses, for which the Unit Owners are liable to the Association. (25) "Unit" means a part of the Property designed and intended for any type of independent use and consisting of one or more rooms situated on one or more floors of the Buildings or a part or parts thereof, so specified as a Unit on the Plan. (26) "Unit Owner" means the person or persons whose estates or interests, individually or collectively, aggregate fee simple ownership of a Unit, of the attached Limited Common Elements, and of the attached undivided interest in the Common Elements. ARTICLE III SURVEY 3.1 Exhibit "B" to this Declaration contains a survey of the Property, a graphic depiction of the improvements, and a plot plan thereof. Such documents identify the Common Elements, Limited Common Elements, and all Units, with their relative locations and approximate dimensions. The parking areas are depicted thereon. ARTICLE IV DESCRIPTION OF PROPERTY Improvements 4.01 The Developer has constructed and has submitted to the condominium form of ownership five Units constructed primarily of modular construction and includes the foundations and footings, exterior walls, roofs, girders, beams, supports, porches, decks, mechanical systems and installations, attached to the Unit or lying within the Limited Common Area boundary which borders the Unit, providing service to that Unit, such as electrical power, gas, light, hot and cold water, heating and air conditioning, sanitary sewer facilities. Units 4.02 Each Unit is assigned a number, which is indicated on the Plans made Exhibit "B" hereto, so that no Unit bears the same designation as any other Unit. The legal description of each Unit shall consist of the identifying number or letter as shown on the Plan, the name of the Condominium, the name of the county in which the Parcel is situated, the name of the office in which this Declaration is recorded, and the deed book and page number where the first page of this Page 8 of 44 Declaration is recorded. Common Elements 4.03 The Common Elements shall include the common areas and facilities located substantially as shown on the Plans. Such Common Elements will include the following, unless specifically included within a Unit: (1) The Land described in Paragraph 1.03, hereof. (2) The walkways, parking areas, and landscaping. (3) The front covered porch connecting the front entrance of each unit. (4) All maintenance facilities, sanitary sewer facilities, water storage tanks, pumps, outdoor lighting, and the like. (5) All easements, rights, or appurtenances affecting or relating to the use of the Condominium Property, unless specifically included in any Unit. Limited Common Elements 4.04 The Limited Common Elements shall include the limited common areas located substantially as shown on the Plans. Such Limited Common Elements will include the following: (1) Decks and Porches. All rear decks and rear porches as shown on the Plans are Limited Common Elements, the right to the exclusive use of which shall be to the Unit Owner adjacent thereto. ARTICLE V COMMON ELEMENTS Ownership of Common Elements 5.01. Each Unit Owner shall be entitled to the percentage of Ownership in the Common Elements allocated to the respective Unit, as set forth in Exhibit `B". The ownership interest in the Common Elements shall be an undivided interest, and except as provided in the act and this Declaration, shall remain undivided. No Unit Owner shall bring any action for partition or division of the Common Elements. The ownership interest in the Common Elements shall not be conveyed, transferred, encumbered, or otherwise affected separate from the ownership of the Unit, and any agreement to the contrary shall be void. Page 9 of 44 Use of Common Elements 5.02. Each Unit Owner shall have the right to use the Common Elements (except any portions of the Property subject to leases made by or assigned to the Board) in common with all other Unit Owners, as may be required for the purposes of access, ingress to, egress from, use, occupancy, and enjoyment of the respective Unit owned by such Unit Owner. The Unit Owner shall have the right to the exclusive use and possession of the Limited Common Elements serving his Unit. The rights to use the Common Elements and Limited Common Elements shall be subject to and governed by the provisions of the Act, Declaration, Bylaws, and the rules and regulations of the Association. In addition, the Association shall have the authority to lease, grant concessions, or grant easements with respect to parts of the Common Elements, subject to the provisions of the Declaration and Bylaws. Share of Common Expenses 5.03. Each Unit Owner shall be liable for a proportionate share of the Common Expenses, and the proportionate share of Common Expenses shall be the same ratio as his percentage of ownership in the Common Elements. Payment of Common Expenses shall be in such amounts and at such times as determined in the Bylaws. No Unit Owner shall be exempt from payment of his or her proportionate share of the Common Expenses by waiver or nonuse or nonenjoyment of the Common Elements, or by abandonment of his Unit. Lien for Assessment 5.04. The Association shall have a lien on each Unit for any unpaid Assessments and Special Assessments and interest thereon against the Unit Owner, which lien shall also secure reasonable attorney's fees incurred by the Association incident to the collection of such Assessments and/or Special Assessments or the enforcement of such lien, together with all sums advanced or paid by the Association for taxes and payments on account of superior mortgages, liens, or encumbrances that may be required to be advanced by the Association to preserve or protect its lien. Said lien shall be effective from and after the time a claim of lien stating the description of the Condominium Unit, the name of the record owner thereof, the amount due and the dates when due, is recorded in the Public Records of Monroe County, Florida, and the lien shall continue in effect until all sums secured by the lien have been fully paid. Such claims of lien shall be signed and acknowledged by an officer of the Association or by an authorized agent of the Association. On full payment, the party making payment shall be entitled to a recordable satisfaction of lien. Liens for Assessments and/or Special Assessments may be foreclosed by a suit brought in the name of the Association in like manner as a foreclosure of a mortgage on real property. If, after any such foreclosure by the Association, the former Unit Owner or anyone claiming through him shall remain in possession of the Unit, he shall be required to pay a reasonable rental for the Unit, and the Association shall be entitled as a matter of law to the appointment of a receiver to collect the same. The Association may also bring an action to recover a money Page 10 of 44 judgment for unpaid Assessments and/or Special Assessments without waiving the lien securing the same. The Board of Directors may settle or compromise any personal action or any action to enforce or foreclose a lien as it may deem in the best interest of the Association. The Association shall be entitled to bid at any sale held pursuant to a suit to foreclose its lien for Assessments, Special Assessments, or both, and any interest thereon, and to apply as a cash credit against its bid all sums due, as provided herein, and covered by the lien enforced. Disposition of Common Surplus 5.05. The Common Surplus shall appertain to the Units in proportion to the liability for Common Expenses appertaining to each Unit; or in the alternative, such Surplus or any portion thereof may be added to a reserve fund for maintenance, repair, and replacement of the Common Elements, at the sole discretion of the Association. ARTICLE VI THE ASSOCIATION Powers and Duties 6.01. The Association shall be responsible for the maintenance, repair, replacement, administration, and operation of the Property. The Association shall have all the powers and duties set forth in the Act, as well as all the powers and duties granted to or imposed on it under the Condominium Documents as they may be amended from time to time. The Association is specifically authorized to enter into agreements by which its powers and duties, or some of them, may be exercised or performed by some other person or persons. Membership 6.02. Each Unit Owner shall be a member of the Association so long as he is a Unit Owner. A Unit Owners membership shall automatically terminate when he ceases to be a Unit Owner. The membership of a Unit Owner cannot be assigned or transferred in any manner except as an appurtenance to his Unit. Voting Rights 6.03. Each Unit is entitled to one vote, which vote is not divisible. Where the Unit Owner is more than one person, if only one person is present at a meeting of the Association, that person shall be entitled to cast the vote pertaining to that Unit. If more than one such person is present at a meeting, the vote pertaining to that Unit shall be cast by their unanimous consent. Page 11 of 44 ARTICLE VII OCCUPANCY, USE, AND LEASING RESTRICTIONS Occupancy 7.01. Each Unit shall be used only as one (1) single family Affordable Housing Unit as defined herein. Occupants shall meet Monroe County's requirements of moderate or lesser income affordable housing, adjusted for family size, and any other applicable Affordable Restrictions. No Unit may be subdivided in any manner. Use of Common Elements 7.02. The Common Elements shall be used only by the Unit Owners and their families, guests and invitees, for access, ingress to, and egress from the respective Units and for such other purposes incidental to use of the Units. The use, maintenance, and operation of the Common Elements shall not be obstructed, damaged, or unreasonably interfered with by any Unit Owner. Nuisances 7.03. No nuisances shall be allowed on the Property, nor any use or practice that is the source of unreasonable annoyance to occupants or that interferes with the peaceful possession and proper use of the Property by its owners and occupants. All parts of the Property shall be kept in a clean and sanitary condition, and no rubbish, refuse, or garbage shall be allowed to accumulate nor any fire hazard allowed to exist. Lawful Use T04. No offensive or unlawful use shall be made of the Property, nor any part thereof, and all valid laws, zoning ordinances, and regulations of all governmental bodies having jurisdiction thereof shall be observed. The responsibility of meeting the requirements of governmental bodies that require maintenance, modification, or repair of the Property shall be the same as the responsibility for the maintenance and repair of the Property concerned. Leasing/Transfer Restrictions 7.05. Any conveyance, sale, lease, assignment, grant or other disposition of any interest made with respect to the Property, including but not limited to any recorded Association governing documents, other than those mortgage interests provided for in Article XV of the "Lease", shall contain the following required Notice of Restrictions in a conspicuous location on the upper one-half of the first page of the relevant instrument effectuating the interest in bold capital typed letters greater than or equal to 14 point font: Page 12 of 44 NOTICE OF RESTRICTIONS ANY INSTRUMENT OF CONVEYANCE, LEASE, ASSIGNMENT, GRANT OR OTHER DISPOSITON OF ANY INTEREST IN OR TO ANY PORTION OF THE DEMISED PREMISES OR TO ANY IMPROVEMENTS ERECTED THEREON WILL BE SUBJECT TO CERTAIN RESTRICTIONS INCLUDING BUT NOT LIMITED TO RIGHTS OF FIRST REFUSAL, USE, OCCUPANCY, INCOME, MEANS, RESALE PRICE, RENTAL AND MORTGAGE LIMITATIONS, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN OFFICIAL RECORDS BOOK 2426, PAGE 355 AND AMENDED APRIL 21, 2010 IN BOOK 2466, PAGE 278 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA. ARTICLE VIII EASEMENTS Each of the following easements is reserved to the Association for the benefit of its Members, their families, guests, invitees, and lessees, is a covenant running with the land, may not be amended or revoked, and shall survive the termination of the Condominium: (1) Utilities. Each Unit shall have an easement as may be required for Utility Services needed to serve the Condominium adequately; provided, however, easements through a Unit shall be according to the plans and specifications for the Building or as the Building is actually constructed or reconstructed, unless otherwise approved in writing by the Unit Owner. The Board of Directors or its designee shall have a right of access to each Unit to inspect such Unit, to maintain, repair or replace drainage facilities and the pipes, wires, ducts, vents, cables, conduits and other facilities related to the providing of Utility Services, and Common Elements contained in the Unit or elsewhere in the Condominium Property, and to remove any improvements interfering with or impairing the Utility Services, drainage facilities, and easements herein reserved; provided such right of access, except in the event of an emergency, shall not unreasonably interfere with the Unit Owners permitted use of the Unit, and except in the event of an emergency, entries shall not be made without prior notice to the Unit Owner. (2) Ingress and Egress. Each Unit shall have an easement for pedestrian traffic over, through, and across sidewalks, walks, walkways and lanes, and like passageways, as the same may from time to time exist on the Common Elements; and for vehicular traffic over, through, and across such portions of the Common Elements as from time to time may be paved and intended for such purposes, but the same shall not give or create in any person the right to park on any portion of the Condominium Property not designated as a parking area. This easement shall be nonexclusive and shall include the right of ingress and egress. (3) Drainage. Each Unit shall have an easement as may be required to drain the Condominium Property adequately. Page 13 of 44 (4) Support. Each Unit shall have an easement of support and of necessity and shall be subject to an easement of support and of necessity in favor of all other Units and the Common Elements. ARTICLE IX MAINTENANCE, ALTERATION, AND IMPROVEMENTS Maintenance by the Association 9.01 (1) The Association, as a Common Expense, shall maintain, repair, and replace if necessary the following: (a) All portions of the Common Elements and Limited Common Elements not the responsibility of a Unit Owner under the provisions of Paragraph 9.02, hereof. (b) All conduits, ducts, plumbing, wiring, and other facilities for the furnishing of utility services that are contained within a Unit but service part or parts of the Condominium other than the Unit within which contained and that are not the responsibility of a Unit Owner under Paragraph 9.02, hereof. (2) The Association may enter into a contract with any firm, person, or corporation, or may join with other entities in contracting for the maintenance and repair of the Condominium Property and other type properties, and may delegate to such agent all or any portion of the powers and duties of the Association, except such as are specifically required by the Condominium Documents to have the approval of the Members of the Association; provided, however, that any such contract shall be for a term not to exceed one year, and shall provide that it may be terminated by either party, without cause or payment of any fee, on not more than ninety (90) days' prior written notice. Maintenance by Unit Owners 9.02. Each Unit Owner shall maintain his Unit and the interior thereof in good tenantable condition and repair, and shall repair, maintain, and replace if necessary the following: (1) The fixtures and equipment in his Unit, including the refrigerator, stove, fans, dishwasher, and all other appliances, drains, plumbing fixtures and connections, sinks, and plumbing within the Unit; electric panels, wiring, outlets, and electric fixtures within the Unit; interior doors, windows, screening and glass, including glass between the Unit and any patio or deck adjacent to such Unit; all exterior doors, except the painting of the exterior faces of exterior doors which shall be a responsibility of the Association; and all wall coverings and carpeting within a Unit. (2.) The plumbing, heating, ventilation, air conditioning, and electrical systems serving only that Unit, whether located within or without the boundary of that Unit, including the heater and air conditioning compressor, hot water heaters, fuse Page 14 of 44 boxes, wiring, fireplace flues, and all other plumbing, electrical, gas, or mechanical systems. In the event any such system or a portion thereof is within another Unit, or requires access to another Unit, the repair, maintenance, or replacement thereof shall be performed by the Association, and the cost thereof shall constitute an Assessment against the Unit Owner responsible therefor. Unit Owner's Covenants 9.03. Each Unit Owner agrees as follows: (1) To perform all maintenance, repairs, and replacements that are his obligation under Paragraph 9.02, hereof. (2) To pay for all of his utilities, including electricity, water, and propane, used within the Unit and all taxes levied against his Unit. (3) Not to make, or cause to be made, any repairs to any plumbing, heating, ventilation or air conditioning systems located outside his Unit but required to be maintained by him under Paragraph 9.02(2), hereof, except by licensed contractors authorized to do such work by the Association or its delegate. (4) Not to make any addition or alteration to his Unit or to the Common Elements or do any act that would impair the structural soundness or safety of any part of the Condominium Property. Structural alterations within a Unit may be made only with the written consent of the Association. (5) To make no alterations, additions, improvements, decoration, repair, replacement, or change to the Common Elements, or to any outside or exterior portion of the building, specifically including, but not limited to, installing garage or other exterior doors, or affixing shutters to windows, without the prior written consent of the Association. If consent is granted, the Unit Owner shall use only a licensed contractor who shall comply with all Rules and Regulations with respect to the work which may be adopted by the Association. The Unit Owner shall be liable for all damages to another Unit and to the Common Elements caused by any contractor employed by such Unit Owner or by the subcontractors or employees of such contractor, whether said damages are caused by negligence, accident, or otherwise. (6) To allow the Association, its delegates, agents, or employees at all reasonable times to enter into any Unit for the purpose of maintaining, inspecting, repairing, or replacing Common Elements; or for repairing, maintaining or replacing any plumbing, heating, ventilation or air conditioning system located within such Unit but serving other parts of the Condominium Property; or to determine, in case of emergency, the circumstances threatening Units or Common Elements and to correct the same; or, to determine compliance with the provisions of the Condominium Documents. (7) To promptly report to the Association any defects or needed repairs for which Page 15 of 44 the Association is responsible. Facade 9.04. The Association shall determine the exterior color scheme of the Buildings and shall be responsible for the maintenance thereof, except as may be otherwise provided for herein. No Owner shall paint any exterior surface or add or replace anything hereon or affixed thereto without written consent of the Association. Repairs 9.05. The Association shall be responsible for the maintenance, repair, and replacement of the Common Elements, except as otherwise provided for in Paragraph 9.02; provided, that if any repairs or replacements are made necessary because of abuse or negligent use thereof by a Unit Owner, the cost of such repair or replacement may be assessed against such Unit Owner. Alteration and Improvement 9.06. Except for repairs and maintenance of the existing improvements, after the completion of the improvements in accordance with the Plans, there shall be no alteration or further improvement of the Common Elements without the prior approval of not less than 66 2/3 percent of the Members. Any such alteration or improvement shall be financed and constructed in accordance with the provisions of the Bylaws. ARTICLE X INSURANCE Specified Insurance 10.01. Insurance, other than title insurance, that shall be carried on the Property and the property of the Unit Owners shall be governed by the provisions of this Article. Insurance coverage maintained by the Association pursuant to these provisions is hereafter referred to as "Specified Insurance." Location of Policies 10.02. The Association shall retain the original of all insurance policies for Specified Insurance in a place of safekeeping such as a safe or a safety deposit box and shall provide copies of such policies to Institutional Mortgagees requesting such copies. Notice of Change in Insurance Coverage 10.03. No material adverse change (as such materiality is determined by the 10 Board) in the Specified Insurance provisions, including changes in the amount of coverage, the risks covered, the ratio to value of coverage, or endorsements or Page 16 of 44 other changes in the coverage provisions, may be effected by the Association without written notice to the Mortgage Holder. Qualification of Insurance Company 10.04. Each company issuing Specified Insurance must be specifically authorized by the laws of the State of Florida to transact such business as is necessary to provide the Specified Insurance. Named Insured 10.05. The named insured on all policies of Specified Insurance shall be the Association, and in the case of property damage insurance, the Association, as agent for all Unit Owners (without naming them) and their mortgagees (without naming them), as their interests may appear. Property Damage Insurance 10.06. The Board shall secure and maintain in effect a policy of property damage insurance providing coverage in an amount not less than the full replacement value of the Buildings, excluding coverage of improvements and betterments of Units made by Unit Owners, and including coverage for all improvements, fixtures and personal property included in the Common Elements. The policy shall include an "Agreed Amount Endorsement" or its equivalent, if available, or an "Inflation Guard Endorsement," if available. Such coverage shall afford protection against: (1) Risks as are covered by an all-risk form; and (2) Other risks as from time to time shall be customarily covered with respect to condominium buildings similar in construction, location and use as the Buildings. Public Liability Insurance 10.07. The Board shall secure and maintain in effect a comprehensive general liability and automobile liability insurance policy covering loss or damage resulting from an occurrence on the Property, in such amounts as may be required by the Board, but not less than $ 1,000,000.00, covering all claims for bodily injury or property damage, or both, arising out of a single occurrence. The coverage shall include protection against water damage liability and, if applicable, elevator collision, garage keeper's liability, and such other risks as shall customarily be covered with respect to condominium buildings similar in construction, location, and use. Personnel Coverages 10.08. Should the Association employ personnel, all coverages required by law, including worker's compensation, shall be obtained so as to meet the requirements of the law. Page 17 of 44 Fidelity Bonds 10.09. The Board shall secure and maintain in effect adequate fidelity coverage to protect against loss of money through dishonest acts on the part of officers, directors, employees, and all others who handle or are responsible for handling the funds of the Association, including but not limited to employees or professional managers. Such fidelity bonds shall meet the following requirements. (1) Fidelity bonds shall name the Association as an insured or obligee. (2) The bonds shall be written in an amount equal to at least 150 percent or the estimated annual Common Expenses, including reserves, unless a greater amount is required by a federal governmental agency insuring or purchasing Mortgages encumbering Units. (3) The bonds shall contain waivers of any defense based on the exclusion of persons who serve without compensation from any definition of "employee" or similar expression. (4) The bonds shall provide that they may not be cancelled or substantially modified (including cancellation for nonpayment of premium) without at least 30 days' prior written notice to the Mortgage Holder. Other Coverage 10.10. The Board shall secure boiler and machinery insurance, directors' and officers' liability insurance, and plate glass insurance as it deems necessary and shall also have authority to obtain such other insurance as it deems desirable, in such amounts, from such sources and in such forms as it deems desirable. The premiums for such insurance shall be a Common Expense. Unit Owners' Individual Responsibilities 10.11. A Unit Owner shall be liable for any claim, damage, or judgment entered as a result of the use or operation of his Unit caused by his own conduct. Each Unit Owner shall be responsible for obtaining his own insurance on the contents of his own Unit and the contents of any Limited Common Elements serving his Unit, as well as additions and improvements thereto, decorations, furnishings, and personal property therein, and personal property stored elsewhere on the Property. Premiums 10.12. Premiums for insurance maintained by the Association shall be paid by the Association as a Common Expense. Should the Association fail to pay such premiums when due, or should the Association fail to comply with other insurance requirements of the Mortgage Holder, the Mortgage Holder shall have the right, at Page 18 of 44 its option, to order insurance policies and to advance such sums as are required to maintain or procure such insurance. To the extent of any money so advanced, the Mortgage Holder shall be subrogated to the Assessment and lien rights of the Association as against the individual Unit Owners for the payment of such item of Common Expense. Association as Agent 10.13. All insurance policies purchased by the Association shall provide that all proceeds covering property losses shall be paid to the Association. The Association is hereby irrevocably appointed agent with full power of substitution, for each Unit Owner and for each owner of any other insured interest in the Property. The Association shall have power to adjust all claims arising under insurance policies purchased by the Association; to bring suit thereon in its name and/or in the name of other insureds; to deliver releases on payments of claims; to compromise and settle such claims; and otherwise to exercise all of the rights, powers, and privileges of the Association and each Unit Owner or any other holder of an insured interest in the Property under such insurance policies. However, the actions of the Association shall be subject to the approval of the Mortgage Holder if the claim shall involve more than one Unit, and if only one Unit is involved, such actions shall be subject to the approval of any Institutional Mortgagee holding a Mortgage encumbering such Unit. Shares of Proceeds 10.14. The Association shall receive such insurance proceeds as are paid to it and shall hold the same in trust for the purposes stated herein and for the benefit of the Unit Owners and their mortgagees in the following shares: (1) Common Elements. An undivided share of the proceeds on account of damage to Common Elements shall be held for each Unit Owner, with such share's portion of the total proceeds being the same percentage as the share of the Common Elements appurtenant to his Unit as set forth in Exhibit "B". (2) Units. Except as provided in subparagraph (3), below, proceeds on account of damage to Units shall be held in the following undivided shares: (a) When the Buildings are to be restored, the proceeds shall be held for the Unit Owners of damaged Units, with the share of each in the total proceeds being in the proportion that the cost of repairing the damage suffered by such Unit Owner bears to the total cost of repair, which costs shall be determined by the Board. (b) When the Buildings are not to be restored, the proceeds shall be held for the Unit Owners in undivided shares that are the same as their respective shares of the Common Elements as set forth in Exhibit "B". (3) Mortgagees. In the event a mortgagee endorsement has been issued with respect to a Unit, the share of the Owner of that Unit shall be held in trust for the mortgagee and the Unit Owner as their interests may appear; provided, however, Page 19 of 44 that no mortgagee shall have any right to determine or participate in the determination whether or not any damaged property shall be reconstructed or repaired except as may be specifically provided to the contrary elsewhere in this Declaration. Distribution of Proceeds 10.15. Proceeds of insurance policies received by the Association shall be distributed to or for the benefit of the beneficial owners in the following manner: (1) Reconstruction or Repair. First, if the damage for which the proceeds are paid is to be repaired or reconstructed, the remaining proceeds shall be paid to defray the cost thereof. Any proceeds remaining after defraying such costs shall be distributed to the beneficial owners, with remittances to Unit Owners and mortgagees being payable jointly to them. This is a covenant for the benefit of any mortgagee of a Unit and may be enforced by any such mortgagee. (2) Failure to Reconstruct or Repair. If it is determined that the damage for which the proceeds are paid shall not be reconstructed or repaired, the remaining proceeds shall be distributed to the beneficial owners, with remittances to Unit Owners and their mortgagees being payable jointly to them. This is a covenant for the benefit of any mortgagee of a Unit and may be enforced by any such mortgagee. ARTICLE XI DAMAGE, DESTRUCTION, AND TERMINATION Determination to Reconstruct or Repair 11.01. If any part of the Common Elements shall be damaged to the extent that reconstruction or repair is necessary, the determination of whether or not it shall be reconstructed or repaired shall be made in the following manner: (1) Common Elements. If the damage is solely to a portion or portions of the Common Elements and does not extend to the Units, the same shall be reconstructed or repaired. (2) Common Elements and Units. If the damage extends to one or more Units as well as the Common Elements, then the Buildings shall be reconstructed and repaired pursuant to the provisions of this Article, unless within 20 days after notice is given to all Unit Owners and Institutional Mortgagees of the extent of the damage and the amount of such insurance that is forthcoming, Unit Owners of Units to which not less than 80 percent of the votes in the Association appertain and the holders of all Mortgages on all such Units shall agree in writing that the same shall not be reconstructed or repaired. Page 20 of 44 Plans and Specifications 11.02. Any reconstruction or repair must be sufficient to restore the Property to substantially the same condition in which it existed prior to the casualty and must be made substantially in accordance with the plans and specifications of the original Buildings. In the alternative, reconstruction may be according to plans and specifications approved by the Board. If the damaged property includes part or all of the Buildings, approval shall be by the Unit Owners of all damaged Units and by the Mortgage Holder if it shall hold a Mortgage on one or more of the damaged Units. If the Mortgage Holder does not hold a Mortgage on at least one of the damaged Units, approval shall be by all Institutional Mortgagees holding Mortgages on the damaged Units. No approvals shall be unreasonably withheld. Responsibility 11.03. If the damage is only to those parts of Units for which the responsibility of maintenance and repair is that of the respective Unit Owners, then those Unit Owners shall be responsible for reconstruction and repair after casualty. In all other instances the responsibility of reconstruction and repair after casualty shall be that of the Association. Estimate of Costs 11.04. When the Association shall have the responsibility of reconstruction or repair, prior to the commencement of reconstruction and repair the Association shall obtain reliable and detailed estimates of the cost to repair or rebuild. Assessments for Reconstruction and Repair 11.05. If the proceeds of insurance are not sufficient to defray completely the estimated cost of reconstruction and repair by the Association, Special Assessments shall be levied against the Unit Owners who own damaged Units, and, in the case of damage to Common Elements, Assessments shall be made against all Unit Owners in sufficient amounts to provide funds for the payment of such costs. Special Assessments against Unit Owners for damage to Units shall be in the proportion that the cost of reconstruction and repair of their respective Units bears to the total cost of such reconstruction and repair. An Assessment against a Unit Owner on account of damage to Common Elements shall be in proportion to the Unit Owner's share in the Common Elements. Special Assessments for reconstruction and repair may be collected, and the collection enforced, in the same manner as an Assessment. Construction Funds 11.06. The funds for the payment of costs for reconstruction and repair after casualty, which shall consist of the proceeds of insurance held by the Association and funds collected by the Association from Assessments and Special Assessments against Unit Owners, shall be disbursed in payment of such costs in the following Page 21 of 44 manner: (1) Lesser Damage. If the amount of the estimated cost of reconstruction and repair that is the responsibility of the Association is less than 0.6 percent of the insured value of the Buildings, then the construction fund shall be disbursed in payment of such costs on the order of the Board. However, on request to the Board by an Institutional Mortgagee that is the beneficiary of an insurance policy the proceeds of which are included in the construction fund, the fund shall be disbursed in accordance with the procedure set forth in paragraph (b), below. (2) Major Damage. If the amount of the estimated cost of reconstruction and repair that is the responsibility of the Association is 0.6 percent of the insured value of the Buildings or more, then the construction fund shall be disbursed in payment of such costs in the manner provided by the Board. (3) Unit Owner. If there is a balance of insurance proceeds after the payment of the costs of reconstruction and repair that are the responsibility of the Association, this balance shall be distributed to Unit Owners of damaged Units who are responsible for the reconstruction and repair of the damaged portions of their Units. The distribution to each such Unit Owner shall be made in the proportion that the estimated cost of reconstruction and repair of such damage to his Unit bears to the total of such estimated costs in all damaged Units. However, no Unit Owner shall be paid an amount in excess of such estimated costs for his Unit. If an Institutional Mortgagee holds a Mortgage upon a Unit, the distribution shall be paid to the Unit Owner and the Institutional Mortgagee jointly. (4) Surplus. It shall be presumed that the first monies disbursed in payment of costs of reconstruction and repair shall be from insurance proceeds. If there is a balance in a construction fund after payment of all costs of the reconstruction and repair for which the fund is established, such balance shall be distributed to the beneficial owners of the fund, Termination 11.07. The termination of the Condominium may be effected by the agreement of Unit Owners of Units to which not less than 100 percent of the votes in the Association appertain, and the unanimous consent of all Mortgages on such Units. The agreement shall be evidenced by a written instrument executed in the manner required for conveyance of land, and recorded in the public records of Monroe County. After termination of the Condominium, the Unit Owners shall own the Condominium Property and all assets of the Association as tenants in common in undivided shares. ARTICLE XII CONDEMNATION Determination Whether to Continue Condominium 12.01. Whether the Condominium will be continued after condemnation will be Page 22 of 44 determined in the manner provided in Article XI, hereof, for determining whether damaged Common Elements will be reconstructed and repaired after casualty. For this purpose, the taking by condemnation shall be deemed to be a casualty. Disbursement of Funds 12.02. If the Condominium is terminated after condemnation, the proceeds of the condemnation awards will be deemed to be insurance proceeds and shall be owned and distributed in the manner provided in this Declaration for the distribution of insurance proceeds if the Condominium is terminated after damage to the Common Elements. If the Condominium Is not terminated after condemnation, the size of the Building will be reduced and the property damaged by the taking will be made usable in the manner provided below. The proceeds of said awards shall be used for these purposes and shall be disbursed in the manner provided for disbursement of funds by the Association after damage to the Common Elements. Unit Reduced but Habitable 12.03. If the taking reduces the size of a Unit and the remaining portion of the Unit can be made habitable, the award for the taking of a portion of the Unit shall be used for the following purposes in the order stated, and the following changes shall be effected in the Condominium: (1) Restoration of Unit. The Unit shall be made habitable. If the cost of the restoration exceeds the amount of the award, and the Owner of the Unit does not within a reasonable period of time provide the additional funds required for restoration, such additional funds may, in the discretion of the Board of Directors, be expended for restoration by the Association and be assessed against the Unit Owner as a Special Assessment. (2) Distribution of Surplus. The balance of the award, if any, shall be distributed to the Owner of the Unit and to the holder of any Institutional Mortgage encumbering the Unit, the remittance being made payable jointly to the Owner and any such Institutional Mortgagee. (3) Adjustment of Shares in Common Elements. If the floor area of the Unit is reduced by the taking, the percentage representing the share in the Common Elements, the Common Expenses and the Common Surplus appurtenant to the Unit shall be reduced in the proportion by which the floor area of the Unit is reduced by the taking, and then the shares in the Common Elements, Common Expenses, and Common Surplus appurtenant to the other Units shall be restated as percentages of the difference between 100 percent and the total of the new shares as reduced by the taking so that the shares of such other Units shall be in the same proportions to each other as before the taking and so that the total of the percentages of such shares shall still equal 100 percent. Page 23 of 44 Unit Made Uninhabitable 1.2.04. If the taking is of the entire Unit, or so reduces the size of a Unit that it cannot be made habitable, the award for the taking of the Unit shall be used for the following purposes in the order stated, and the following changes shall be effected in the Condominium: (1) Payment of Award. The award shall be paid first to any Institutional Mortgagee in an amount sufficient to payoff its mortgage on such Unit; and then jointly to the Unit Owner and other mortgagees of the Unit in an amount not to exceed the market value of the Condominium Parcel immediately prior to the taking as diminished by any sums from the award previously reserved for any Institutional Mortgagee; and the balance, if any, to the repairing and replacing of the Common Elements damaged by the taking. (2) Addition to Common Elements. The remaining portion of the Unit, if any, shall become part of the Common Elements and shall be placed in condition for use by a of the Unit Owners in the manner approved by the Board of Directors; provided that if the cost of the work shall exceed the balance of the fund from the award for the taking, the work shall be approved in the manner elsewhere required in this Declaration for further improvement of the Common Elements. (3) Adjustment of Shares in Common Elements, Common Expenses, and Common Surplus. The shares in the Common Elements, the Common Expenses, and the Common Surplus appurtenant to the Units that continue as part of the Condominium shall be adjusted to distribute the ownership of the other shares among the reduced number of Unit Owners. This adjustment shall be done by restating said shares of the continuing Unit Owners as percentages aggregating 100 percent so that the shares appurtenant to the Units of the continuing Owners shall be in the same proportions to each other as before the adjustment. (4) Assessments. If the balance of the award (after payments to the Unit Owner and such Owner's mortgagees as above provided) for the taking is not sufficient to finance the alteration of the remaining portion of the Unit for use as a part of the Common Elements, the additional funds required for such purposes shall be raised by Special Assessments against all of the Unit Owners who will continue as Owners of Units after the changes in the Condominium effected by the taking. Such Special Assessments shall be made in proportion to the shares of those Owners in the Common Elements after the changes effected by the taking. (5) Arbitration. If the market value of a Condominium Parcel prior to the taking cannot be determined by agreement among the Unit Owner, mortgagees of the Unit, and the Association within thirty days after notice by either party, the value shall be determined by arbitration in accordance with the then existing rules of the American Arbitration Association, except that the arbitrators shall be two appraisers appointed by the American Arbitration Association who shall base their determination on an average of their appraisals of the Condominium Parcel; and a judgment of specific performance on the decision rendered by the arbitrators may Page 24 of 44 be entered in any court of competent jurisdiction. The cost of arbitration proceedings shall be assessed against all Owners of Units prior to the taking in proportion to the shares of the Owners in the Common Elements as they exist prior to the changes effected by the taking. Taking of Common Elements 12.05. Awards for the taking of Common Elements shall be used to make the remaining portion of the Common Elements usable in the manner approved by the Board of Directors; provided that if the cost of the work shall exceed the balance of the funds from the awards for the taking, the work shall be approved in the manner required elsewhere in this Declaration for further improvement of the common elements. The balance of the awards for the taking of the Common Elements, if any, shall be distributed to the Unit Owners in the shares in which they own the Common elements after adjustment of these shares on account of the condemnation, except that if a Condominium Parcel is encumbered by an Institutional Mortgage, the distribution shall be paid jointly to the owner and the Institutional Mortgagee of the Condominium Parcel. ARTICLE XIII PURCHASE OF CONDOMINIUM UNIT BY ASSOCIATION Decision 13.01. The decision of the Association to purchase a Condominium Unit shall be made by the Board of Directors without the approval of the members except as provided in Paragraphs 13.02 and 13.03, hereof. Limitation 13.02. If at any one time the Association is already the owner of or has agreed to purchase one or more Condominium Units, it may not purchase any additional Condominium Unit without the prior written approval of members holding 75 percent of the votes of those members eligible to vote thereon, except as provided herein. A member whose Condominium Parcel is the subject matter of the proposed purchase shall be ineligible to vote thereon. Notwithstanding the foregoing, however, the foregoing limitation shall not apply to Condominium Parcels either to be purchased at a public sale resulting from a foreclosure of the Association's lien for delinquent Assessments, Special Assessments, or both where the bid of the Association does not exceed the amount found due the Association, or to be acquired by the Association in lieu of foreclosure of such lien if the consideration therefor does not exceed the cancellation of such lien. In any event, the Board of Directors or a designee thereof, acting on behalf of the Association, may only purchase a Condominium Parcel in accordance with Paragraph 13.01 hereof, or as the result of a sale pursuant to the foreclosure of (i) a lien on the Condominium Parcel for unpaid taxes; (ii) the lien of a mortgage; (iii) the lien for Page 25 of 44 unpaid Assessments, Special Assessments or both; or (iv) any other judgment lien or lien attaching to such Condominium Parcel by operation of law. ARTICLE XIV NOTICE OF LIEN OR SUIT Notice of Lien 14.01. A Unit Owner shall give notice in writing to the Secretary of the Association of every lien on his Condominium Unit, other than liens for Institutional Mortgages, taxes, and special assessments, within five days after he learns of the attaching of the lien. Notice of Suit 14.02. A Unit Owner shall give notice in writing to the Secretary of the Association of every suit or other proceeding that may affect the title to his Condominium Unit, with such notice to be given within five days after the Unit Owner obtains knowledge thereof. Failure to Comply 14.03. Failure to comply with this section will not affect the validity of any judicial proceeding. ARTICLE XV RULES AND REGULATIONS Compliance 15.01. Each Unit Owner and the Association shall be governed by and shall comply with the terms of the Condominium Documents and the Rules and Regulations applicable to the Condominium Property. Failure of the Unit Owner to comply therewith shall entitle the Association or other Unit Owners to the following relief in addition to other remedies provided in the Condominium Documents and the Condominium Act: Enforcement 15.02. The Association, through the Board of Directors, is hereby empowered to enforce the Condominium Documents and all rules and regulations of the Association by such means as are provided by the laws of the State of Florida, including the imposition of reasonable fines from time to time as set forth in the Bylaws. In the event a Unit Owner fails to maintain his Unit in the manner required in the Condominium Documents and any rules and regulations of the Association, the Association, through the Board of Directors, shall have the right to assess the Unit Owner and the Unit for the sums necessary to do the work Page 26 of 44 required to effect compliance and to collect, and enforce the collection of, a Special Assessment therefor as provided in this Declaration. In addition, the Association shall have the right, for itself and its employees and agents, to enter such Owner's Unit and perform the necessary work to effect compliance. Negligence 1.5.03. A Unit Owner shall be liable for the expense of any maintenance, repair, or replacement rendered necessary by his act, neglect, or carelessness or by that of any member of his family, his lessees, or his or their guests, invitees, employees, or agents, but only to the extent that such expense is not met by the proceeds of insurance carried by the Association. Such liability shall include any increase in fire and casualty insurance rates occasioned by the use, misuse, occupancy, or abandonment of a Unit, or of the Common Elements or of the Limited Common Elements. The liability for such increases in insurance rates shall equal five times the first resulting increase in the annual premium rate for such insurance. No Waiver of Rights 15.04. The failure of the Association or any Unit Owner to enforce any covenant, restriction, or other provision of the Condominium Act, the Condominium Documents, or any Rules and Regulations adopted pursuant thereto shall not constitute a waiver of the right to do so. ARTICLE XVI AMENDMENT OF THE DECLARATION Notice 16.01. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting of the Association or the Board of Directors at which a proposed amendment is considered. Resolution 16.02. An amendment may be proposed by either a majority of the Board of Directors or by members holding 33 1 /3 percent of the votes of the Association. A resolution adopting a proposed amendment must be adopted by an affirmative vote of not less than a majority of the Board of Directors and by Members holding 60 percent of the votes of the Association. Agreement 16.03. In the alternative, an amendment may be made by an agreement signed and acknowledged by the record owners of all Units in the manner required for the execution of a deed. Page 27 of 44 Amendment by Developer 16.04. (1) In addition to the procedures described above in this Article, as long as the Developer shall hold fee simple title to any Unit, this Declaration may be amended by the Developer if such amendment does not violate the terms of the Condominium Act or this Declaration. The subject matter of any such amendment may include, without limitation, the combining of two or more Units or the subdividing of one or more Units owned by the Developer (without, however, changing the aggregate percentage of Common Elements appurtenant to such Units) or any matter required by a governmental agency or an Institutional Mortgagee willing to make or purchase a permanent mortgage loan secured by a Unit. Any amendment by the Developer pursuant to this subsection shall be effective without the joinder of any record owner of any Unit, or the joinder of any owner of any lien thereon; provided, however, that no such amendment shall adversely affect the lien or priority of any previously recorded Institutional Mortgage as it affects a Condominium Parcel, or change the size or dimensions of any Unit not owned by the Developer without the written consent of the Owner of such Unit and the holder of any Institutional Mortgage encumbering such Unit. If such an amendment makes any changes in the size or dimension of any Unit, such changes shall be reflected by an amendment to this Declaration with a survey attached, and said amendment need only be executed and acknowledged by the Developer and any holders of Institutional Mortgages encumbering any such Unit. Such a survey shall be certified in the manner required by the Condominium Act. If more than one Unit is changed, the Developer shall apportion among the Units the shares in the Common Elements, Common Expenses, Common Surplus, and voting rights of the Units concerned, and such shares of the Common Elements, Common Expenses, Common Surplus, and voting rights shall be set forth in the amendment to this Declaration. (2) As long as the Developer is the Owner of any Unit, no amendment to this Declaration may be made unless the Developer shall join in the execution of such amendment, nor shall any amendment make any change that would in any way affect the rights, privileges, or powers of the Developer unless the Developer shall join in the execution thereof. Proviso 16.05. Any provision in this section to the contrary notwithstanding, however, no amendment shall discriminate against any Unit Owner or against any Unit or class or group of Unit Owners or Units unless the Unit Owners so affected and the holders of Institutional Mortgages on such Units shall unanimously consent thereto; no amendment shall change any Unit or change the percentage of its share in the Common Elements appurtenant thereto or any other of its appurtenances, or increase the percentage of any Unit Owner's share of the Common Expenses, unless the Owners of Units that would be changed or the percentage of whose shares would be changed and all holders of Institutional Mortgages on such Units shall join in the execution of the amendment; no amendment shall change the Page 28 of 44 definition of, or inclusion of, Affordable Restrictions and Affordable Housing Unit or any Restrictions implemented by the underlying land Lease and except for amendments adopted pursuant to Paragraph 16.04 hereof, no amendment shall change the terms of any Unit Owner's occupancy of his Unit or his right to convey or lease his Unit. Execution and Recording 16.06. A copy of each amendment shall be attached to a certificate which shall include the recording data identifying this Declaration, certifying that the amendment was duly adopted, which certificate shall be executed by the President and Secretary of the Association with formalities of a deed. The amendment shall be effective when such certificate and copy of the amendment are recorded in the Public Records of Monroe County. xVIL CONVEYANCES, SALES AND TRANSFERS. 17.1. In order to insure and preserve the affordability of the Units, subject to the Affordable Restrictions as set forth and further defined herein and to insure a community of congenial occupants and to protect the value of the Units and to further the continuous, harmonious development of the Holzman Homes Condominium community, the sale and transfer of Units, by any Unit Owner other than the Developer, shall be subject to the provisions herein set forth. 17.2. Prior to the sale, conveyance or transfer of any Unit to any other person, the Unit Owner shall notify the Board of Directors of the Association, in writing, of the name and address of the person to whom the proposed sale, conveyance or transfer is to be made, furnish the proposed contract for sale and purchase, provide proof of compliance with moderate or lesser income requirements set forth in applicable sections of the Monroe County Land Development Regulations and any other Affordable Restrictions defined herein, and such other information as may be required by the Board of Directors of the Association. Within fifteen (15) days from receipt of said notification, the Board of Directors of the Association shall either approve or disapprove the proposed sale, transfer or conveyance, in writing, and shall notify the Unit Owner of its decision. In the event the Board of Directors shall fail to approve or disapprove the proposed sale, transfer or conveyance within said fifteen (15) days, the failure to act as aforesaid shall be considered approval of the sale. 17.5. An affidavit of the Secretary of the Association stating that the Board of Directors has approved in all respects, on a certain date, the sale or transfer of a Unit to certain persons, shall be conclusive evidence of such fact. 17.6. An affidavit of the Secretary of the Association stating that the Board of Directors was given proper notice on a certain date of a proposed sale or transfer and that the Board of Directors disapproved or failed to act on such proposed sale or transfer, and that thereafter all the provisions hereof which constitute conditions Page 29 of 44 precedent to a sale or transfer of a Unit have been complied with, so that the sale or transfer of a particular Unit to particularly named persons does not violate the provisions hereof, shall be conclusive evidence of such facts for the purpose of determining the status of the persons to whom such Unit is sold or transferred. Such affidavit shall not be evidence of the fact that the subsequent sale or transfer to such persons was made at the price, terms and date in the notice given to the Secretary of the Association, but 120 days after the date of the notice to the Board of Directors, as stated in the affidavit, the redemption rights herein afforded the members of the Association shall terminate. 17.7. The Association shall have the right to refuse to give written approval to any sale or transfer until all Assessments with respect to the particular Unit are paid, in full. 17.9. In the case of the death of the Owner of a Unit, the surviving spouse, if any, and if no surviving spouse, the other members of such Unit Owner's family, may continue to use the said Unit; and if such surviving spouse or other member or members of the deceased Unit Owner's family shall have succeeded to the ownership of the Unit, the ownership thereof shall be transferred by legal process to such new Owner. In the event said decedent shall have conveyed or bequeathed the ownership of the decedent's Unit to some designated person or persons other than the surviving spouse or members of the decedent's family, as aforedescribed, or if some other person is designated by such the decedent's legal representative to receive the ownership of the Unit, or if under the laws of descent and distribution of the State of Florida, the Unit descends to some person or persons other than the Unit Owner's surviving spouse or members of the decedent's family as aforedescribed, the Board of Directors of the Association shall, within thirty (30) days of proper evidence of rightful designation served upon the President of the Association, or within thirty (30) days from the date the Association is placed on actual notice of the said devisee or descendant, express its refusal or acceptance of the individual or individuals so designated as Owners of the Unit. If the Board of Directors of the Association shall consent, ownership of a Unit may be transferred to the person or persons so designated, who shall thereupon become the Owner of the Unit, subject to the provisions of this Declaration and the By -Laws of the Association. If, however, the Board of Directors of the Association shall refuse to consent, then the Board of Directors with the assistance of Habitat for Humanity of the Upper Keys, Inc. shall be given an opportunity, during the 30 days next after said last above -mentioned 30 days, to purchase or to furnish a purchaser, for cash, for the said Unit, the purchase price to be determined by an appraiser appointed by a senior judge of the Circuit Court in and for Monroe County, Florida, upon 10 days' notice, on petition of any party in interest. The expense of appraisal shall be paid by the said designated person or persons or the legal representative of the deceased Unit Owner out of the amount realized from the sale of said Unit. In the event the Unit Owners do not exercise the privilege of purchasing or furnishing a purchaser of said Unit within such period, and upon such terms, the person or persons so designated may take title to the Unit; or such person or persons or the legal representative of the deceased Unit Owner may sell the said Unit; but such sale shall be subject in all other respects to the provisions of this Declaration and Page 30 of 44 the By -Laws of the Association. 17.10. Any sale not authorized pursuant to the terms of this Declaration shall be void unless subsequently approved by the Association. 17.11. There shall be deposited and delivered to the Association, a reasonable screening fee not to exceed $50.00, simultaneously with the giving of notice of intention to sell for the purpose of defraying the Association's expenses. It is understood that no fee shall be charged in connection with a transfer or approval in excess of the expenditures reasonably required. 17.12. The foregoing provisions of this Article XVII shall not be applicable to transfers of Units by a Unit Owner to any member of the Unit Owner's immediate family (i.e., spouse, children or parents); or if a Unit is owned by a form of co- tenancy, to transfers of Units from one co -tenant to the other co -tenant. The foregoing provisions of this Article XVII shall also not be applicable to transfers of Units from a trustee to its beneficiary or from a beneficiary to his trustee. 17.13. No judicial sale of a Unit or any interest therein shall be valid unless: 17.13.1. The sale is to a purchaser approved by the Association, which approval shall be in recordable form; or 17.13.2. The sale is the result of a public sale with open bidding subject to Affordability Restrictions. 17.14. The Board of Directors of the Association shall have the right to withhold consent and approval of any prospective lease, sale, transfer, conveyance, bequest, devise or otherwise in the event the prospective Unit Owner or lessee, by being such a Unit Owner or lessee would automatically violate or breach a term, condition, restriction, rule or regulation or covenant under this Declaration or the Exhibits thereto. 17.15. The Association and its Board of Directors agents or employees, shall not be liable to any person whomsoever for the approving or disapproving of any person pursuant to this Article XVII, or for the method or manner of conducting the investigation. The Association and its Board of Directors, agents or employees shall never be required to specify any reason for approval or disapproval. 17.16. The foregoing provisions of this Article XVII shall not be applicable to transfers or purchases by an Institutional Mortgagee (and/or its assignee or nominee) that acquires its title as a result of owning a mortgage upon the Unit concerned, and this shall be so whether the title is acquired by deed from the mortgagor, mortgagor's successors or assigns, or through foreclosure proceedings; nor shall such provisions apply to a transfer or sale by an Institutional Mortgagee (and/or its assignee or nominee) that so acquires its title. Page 31 of 44 17.17. Leases and Lease Restrictions (1) Units may be leased by the Unit Owners; provided, however, that such lease and the rights of any tenant thereunder is hereby made expressly subject to Affordable Restrictions defined in Article II and subject to the power of the Association to prescribe reasonable Rules and Regulations relating to the lease and rental of Units, and to enforce the same directly against such tenant or other occupant by the exercise of such remedies as the Board deems appropriate, including eviction. (2) All leases must be in writing. No lease may be made for a term of less than thirty (30) days. No transient accommodations shall be provided. (3) The Unit Owner shall have the sole and absolute discretion in the leasing of the Unit, except any prospective tenant must meet the moderate or lesser income requirements set forth in applicable sections of the Monroe County Land Development Regulations and any other Affordable Restrictions defined herein and proof of compliance must be provided to the Board of Directors. However, the Unit Owner shall be required to provide notice to the Board of Directors of the Association regarding the leasing of the Unit, which notice shall contain the tenant's name, home address, telephone number and any and all other information which the Board of Directors of the Association may deem necessary, from time to time, to enable the Association to contact the tenant after the expiration of the tenant's occupancy of the Unit (which information shall be used by the Association only as may be necessary when damage or other abuse has occurred with respect to the Unit). All lease agreements entered into between a Unit Owner and a tenant shall contain a provision requiring the tenant and the guests of the tenant to abide by all rules and regulations promulgated by the Association, including one of peaceful enjoyment, and any person refusing or ignoring requests by the Association to keep noise below permitted levels may, subject to applicable law, be summarily evicted and/or ejected from the Unit. Both the Unit Owner and lessee shall be responsible for compliance with the terms of the Condominium Documents notwithstanding the fact that the Unit may have been leased. . Upon entering into the lease, the Unit Owner shall furnish to the Association a fully executed copy of the lease. XVIII. REMEDIES Relief 18.1. Each Unit Owner and the Association shall be governed by and shall comply with the provisions of this Declaration as they may exist from time to time. A violation thereof shall entitle the appropriate party to institute an action to recover sums due for damages, injunctive relief, foreclosure of lien or any combination thereof, or any other action available pursuant to the Act or law. Suit may be brought by the Association or, if appropriate, by one or more Unit Owners and the prevailing party shall be entitled to recover reasonable attorneys' fees. Page 32 of 44 Each Unit Owner acknowledges that the failure to comply with any of the provisions of this Declaration shall or may constitute an injury to the Association or to other Unit Owners and that such injury may be irreparable. Costs and Attorneys' Fees 18.2. In any proceeding arising because of an alleged default, act, failure to act, or violation by the Unit Owner or the Association, including the enforcement of any lien granted pursuant to this Declaration or its Exhibits, the Association, if it shall be the prevailing party, shall be entitled to recover the costs of the proceeding, including reasonable attorneys' fees. Further, in the event that proceedings are instituted by or against the Developer or against any affiliated entity of the Developer or against any individual connected with the Developer (including, but not limited to the parent company of the Developer and/or any subsidiary of the Developer and/or the initial directors of the Association) for any reason whatsoever, including but not limited to (i) actions for declaratory judgment, (ii) any claim that any of the above have not complied with their obligations under the Prospectus for this Condominium, this Declaration and its Exhibits, or (iii) that any provision of the same is unconscionable or violates any State or Federal Law or regulation, and if the Developer and/or affiliated companies and individuals connected with the Developer are the prevailing party or parties then, and in that event, they shall be entitled to recover all costs of the proceeding. Said recoverable costs shall include, but are not limited to, reasonable attorney's fees at all levels of the proceeding, including appeals, together with all costs including those not normally allowed in actions at law such as, but not limited to, copies of depositions and other documentation and exhibits, whether or not used at trial; travel expenses for consultants and/or witnesses for the purpose of testifying at trial or deposition; consultants fees; expert witness fees for testifying at trial or deposition, together with such additional fees as the expert witness may charge in connection with his preparation for giving such testimony; and witness subpoenas issued to insure the presence of witnesses at deposition or at trial whether or not the witness shall actually appear or be called upon to testify. No Waiver 18.3. The failure of the Association, the Developer or Unit Owners to enforce any right, provision, covenant or condition created or granted by this Declaration, the Act, the Articles of Incorporation, the By -Laws and/or any rules and regulations adopted with respect to any portion of the Condominium Property, shall not constitute a waiver of the right of said party to enforce such right, provision, covenant or condition in the future. Rights Cumulative 18.4. All rights, remedies and privileges granted to the Association, the Developer and Unit Owners pursuant to the provisions of this Declaration shall be deemed to be cumulative and the exercise of any one or more shall not be deemed Page 33 of 44 to constitute an election of remedies, nor shall it preclude the party thus exercising the same from exercising such other and additional rights, remedies or privileges as may be available to such party at law or inequity. Each Unit Owner agrees in any proceeding brought pursuant to the provisions hereof not to plead or defend the same on the theory of "election of remedies". Venue: Waiver of Trial by Jury 18.5 Every Unit Owner and all persons claiming any interest in a Unit do hereby agree that in any suit or proceeding brought pursuant to the provisions of this Declaration and/or pursuant to the provisions of the Act, such suit shall be brought in the Circuit Court of the Twelfth Judicial Circuit, in and for Monroe County, Florida, or in the United States District Court, Southern District of Florida, as the same is now constituted or in any court in the future that may be the successor to the courts contemplated herein. All such parties, except the Developer, do hereby waive the right to trial by jury and consent to a trial by the court without a jury. Appointment of Agent 18.6. Should suit be instituted, each Unit Owner does hereby irrevocably appoint the Secretary of State of the State of Florida as Unit Owner's agent for the acceptance of service of process should, at the time of such service of process, any such person not be residing in the County of Monroe, State of Florida. The provisions hereof shall not be applicable to the Developer. ARTICLE XIX MISCELLANEOUS Intent 19.01. It is the intent of the Developer to create a condominium pursuant to the Act. In the event that the condominium created by this Declaration shall fail in any respect to comply with the Act, then the common law as the same exists on the filing date of this Declaration shall control, and the condominium hereby created shall be governed in accordance with the several laws of the State of Florida, the Bylaws, the Articles, and all other instruments and exhibits attached to or made a part of this Declaration. Covenants, Conditions, and Restrictions 19.02. All provisions of the Condominium Documents shall, to the extent applicable and unless otherwise expressly therein provided to the contrary, be perpetual and be construed to be covenants running with the Land and with every part thereof and interest therein; and all of the provisions of the Condominium Documents shall be binding on and inure to the benefit of any owner of all or any part thereof, or interest therein, and his heirs, executors, administrators, legal Page 34 of 44 representatives, successors, and assigns, but said provisions are not intended to create nor shall they be construed as creating any rights in or for the benefit of the general public. All Unit Owners and Occupants shall be subject to and shall comply with the provisions of the Condominium Documents and any rules and regulations promulgated thereunder. Severability 19.03. The invalidity in whole or in part of any covenant or restriction or any paragraph, subparagraph, sentence, clause, phrase, word, or other provision of this Declaration, the Articles, the Bylaws, any rules and regulations of the Association promulgated pursuant thereto, and any exhibits attached hereto, as the same may be amended from time to time, or the Act, or the invalidity in whole or in part of the application of any such covenant, restriction, paragraph, subparagraph, sentence, clause, phrase, word, or other provision shall not affect the remaining portions thereof. Taxation of Condominium Parcels 19.04. For the purpose of ad valorem taxation, the interest of a Unit Owner in his Unit and in the Common Elements shall be inseparable. In any year in which either or both of such interests are not taxed separately to a Unit Owner, the total value of said interests shall be equal to the product obtained by multiplying the entire value of the Condominium Property for purposes of ad valorem taxation by the decimal equivalent of the share of the Common Elements appurtenant to such Unit. No provision in this Declaration shall be construed as giving any Unit Owner the right of contribution or any right of adjustment against any other Unit Owner on account of any deviation by the taxing authorities from the valuation herein prescribed; each Unit Owner being required to pay ad valorem taxes and special assessments as are separately assessed by governmental authorities against his Condominium Parcel. Notice 19.05. The following provisions shall govern the construction of the Condominium Documents, except as may be specifically provided to the contrary herein: All notices required or desired under the Condominium Documents to be sent to the Association shall be sent certified mail, return receipt requested, to the Secretary of the Association, at 98980 Overseas Highway, Key Largo, FL 33037, or to such other address as the Association may hereafter designate from time to time by notice in writing to all Unit Owners. Except as provided specifically to the contrary in the Act, all notices to any Unit Owner shall be delivered in person or sent by first-class mail to the address of such Unit Owner at the Condominium, or to such other address as he may have designated from time to time, in a writing duly receipted for, to the Association. Proof of such mailing or personal delivery to him by the Association may be provided by the affidavit of the person personally delivering said notice or by a post office certificate of mailing. All notices to the Page 35 of 44 Association or a Unit Owner shall be deemed to have been given when delivered to the addressee in person in accordance with the provisions of this Declaration or when mailed in a postage -paid, sealed envelope, except notices of address changes, which shall be deemed to have been given when received. Governing Law 19.06. Should any dispute or litigation arise between any of the parties whose rights or duties are affected or determined by the Condominium Documents or any rules and regulations adopted pursuant to such documents, such dispute or litigation shall be governed by the laws of the State of Florida. Waiver 19.07. No provisions contained in the Condominium Documents shall be deemed to have been waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur. Ratification 19.08. Each Unit Owner, by reason of having acquired ownership of his Condominium Parcel, whether by purchase, gift, operation of law, or otherwise, shall be deemed to have acknowledged and agreed that all the provisions of the Condominium Documents and any rules and regulations promulgated thereunder are fair and reasonable in all material respects. Preparation of Declaration 19.09. This declaration was prepared by Patricia Gessel, Esq., whose business address is Patricia Gessel, PL, 99530 Overseas Highway, #2, Key Largo, FL 33037, who is an attorney authorized to practice law in the State of Florida. Captions 19.10. The captions used in the Condominium Documents are inserted solely as a matter of convenience and reference and shall not be relied on and/or used on construing the effect or meaning of any of the text of the Condominium Documents. Assignment 19.11. All rights in favor of the Developer reserved in this Declaration are freely assignable in whole or in part by the Developer and may be exercised by any nominee of the Developer and/or exercised by the successors in interest of the Developer. Page 36 of 44 IN WITNESS WHEREOF, the Developer has executed this Declaration of Condominium this . -Z day of . vs zr-I_, 2010. Signed, sealed, and delivered HABITAT FOR HUMANITY OF THE in the presence of: UPPER KEYS, INC. a Florida non-profit corporation. a. A112 Wi ess: P:Alekh�_-, 1, oCWIIIIA� � , p�y„�� �y Al=t_�- Witness: STATE OF FLORIDA ) )ss. COUNTY OF MONROE ) The foregoing instrument was acknowledged before me this Zj, day of AE: L2&Q -5-r- , 2010, by 0-. -ivy .._ Al cAG " , P24�5 1 p g7V -7—� of Habitat for Humanity of the Upper Keys, Inc., a Florida not for profit, on behalf of the corporation. He is personally known to me or has produced a Florida driver license as identification. PATNM GEM * * MY COMIISSON # DO 99M EXPIRES: June 30, 2014 0A"erIt60. ! BMW Thni 8tdo notary Serr = Page 37 of 44 CONSENT OF LESSOR WHEREAS, MONROE COUNTY ("the Lessor") is the Lessor of that certain Occupancy Agreement and Ground Lease, dated May 20, 2009, as amended, between Monroe County and Habitat for Humanity of the Upper Keys, Inc., as Lessee, recorded in Official Records Book 2426, Page 355 of the Public Records of Monroe County, Florida (the "Lease"), which concerns the property described herein (the "Property"); and WHEREAS, Habitat for Humanity of the Upper Keys, Inc., a Florida not for profit corporation (the "Developer"), intends to subject a portion of the Property to the terms and provisions of the Declaration of Condominium for Holzman Homes Condominium by recording same in the Public Records of Monroe County, Florida. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, and intending to be legally bound hereby, the Mortgagee agrees and declares as follows: 1. The Lessee hereby consents to the subjection of a portion of the Property to all of the provisions, terms and conditions contained in the Declaration. 2. The Mortgagee hereby subordinates the Lease to the Declaration, except for any rights of the Lessor given in the Declaration. 3. Other than as specifically provided herein, this Consent shall not be construed as a limitation on the operation or effect of the Lease nor the consent of the Lessor to any action which may be undertaken by any party to the Declaration, if such action otherwise would require the approval of the Lessor pursuant to the terms of.,ease. MOlyKOF,yOi `IWit.(als `- �yor S a J. rp y -- �� � � ATTEST: Witness By, STATE OF FLORIDA Deputy Clerk COUNTY OF MONROE Th foregoing instrument was acknowledged before me this lbi M,day of 2010, by SVIVi4L J. Mik�p as Q n &- a t be e" of Monroe Cou ty, who is personally known to me Notary 100, ,�,,,•,��,, PAMELA G. HAW= MY COMMISSION # DD 739412 EXPIRES: February 7, 2012 Page 38 of 44 ' ' .., 0 SonW Yhru Nary PUNG Undmft n EXHIBIT "A" LEGAL DESCRIPTION Page 39 of 44 EXHIBIT A LEGAL DESCRIPTION CUT OUT PARCEL DESCRIPTION A portion of Lot 1 B, HARBOR SHORES, according to the Plat thereof, as recorded In Plat Book 3, at Page 56 of the Public Records of Monroe County, Florid TOGETHER WITH: A portion of Lot 12 in Section 32, Township 61 South, Range 39 East, according to MODEL LAND COMPANY PLAT, recorded in Plat Book 1, at Page 68 of the Public Records of Monroe County, Florida, and being more particularly described as follows: Commencing at the Southwest corner of said Lot 12, run S8°49'10"E. along the South line of said Lot 12 for a distance of 12.35 feet to a point on the Northwesterly right of way line of Old State Road 4-A; thence run N.43°30'00"E. along the Northwesterly right of way line of Old State Road 4-A for a distance of 47.01 feet to the POINT OF BEGINNING of the parcel hereinafter described; Thence run N.46°33' 14"W. for a distance of 129.06 feet to a point on the Northwesterly line of said Lot 1 B and the Southeasterly right of way Line of U.S. Highway No, 1; thence run N.43 °30' 00"E. along the Northwesterly Line of said Lot 1 B and the Southeasterly right of way line of U.S. Highway No. 1 for a distance of 110.94 feet; thence run S.45°38'27"E. for a distance of 129.07 feet to a point on the Northwesterly right of way line of Old State Road 4-A; thence run S.43°30'00"W. along the Northwesterly right of way line of Old State Road 4-A for a distance of 108.89 feet back to the POINT OF BEGINNING. Containing 14,185.8 square feet, more or less. DESCRIPTION OF UNITS INCLUDED IN LEGAL ABOVE: UNIT 1 A portion of Lot 1 B, HARBOR SHORES, according to the Plat thereof, as recorded in Plat Book 3, at Page 56 of the Public Records of Monroe County, Florida and a portion of Lot 12 in Section 32, Township 61 South, Range 39 East, according to MODEL LAND COMPANY PLAT, recorded in Plat Book 1, at Page 68 of the Public Records of Monroe County, Florida, being more particularly described as follows: COMMENCING at the intersection formed by the East line of said Lot 1 B with the West line of said Lot 12 and the Southeasterly right of way line of U.S. Highway No. 1; thence run S.43°30'00"W. along the Southeasterly right of way line of U.S. Highway No. 1 and the Northwesterly line of said Lot 1B for a distance of 20.03 feet; thence run S.46°30'00"E. for a distance of 18.63 feet to the most Westerly corner of Unit 1 and the POINT of BEGINNING of the Unit hereinafter described; thence run N.43°32' 10"E. along the Northwesterly wall of Unit 1 for a distance of 56.58 feet to the most Northerly corner of Unit 1; thence run S.46°27'50'E. along the wall of Unit 1 for a distance of 14.36 feet to the most easterly corner of Unit 1; thence run S .43 ° 3 2' 3 8' W. along the wall of Unit 1 and the party wall between Units 1 and 2 for a distance of 56.59 feet to the most Southerly corner of Unit 1; thence run N.46°24' 52"W. along the wall of Unit 1 for a distance of 14.35 feet back to the POINT OF BEGINNING. Containing 812.3 square feet, more or less. UNIT 2 A portion of Lot 12 in Section 32, Township 61 South, Range 39 East, according to MODEL LAND COMPANY PLAT, recorded in Plat Book 1, at Page 68 of the Public Records of Monroe County, Florida, and being more particularly described as follows: COMMENCING at the intersection formed by the East line of Lot 1 B, HARBOR SHORES, according to the Plat thereof as recorded in Plat Book 3 at Page 56 of the Public Records of Monroe County, Florida, with the West line of said Lot 12 and the Southeasterly right of way line of U.S. Highway No. 1; thence run S.43°30'00"W. along the Southeasterly right of way line of U.S. Highway No. 1 and the Northwesterly Line of said Lot 1 B For a distance of 20.03 feet; thence run S.46'30'00"E. for a distance of 18.63 feet to the most westerly corner of Unit 1 thence run S.46°24' 52"E. along the wall of Unit 1 for a distance of 14.35 feet to the most Southerly corner of Unit 1; thence run N.43 °32' 3 8"E. along the wall of Unit 1 for a distance of 10.93 feet to the most westerly corner of Unit 2 and the POINT OF BEGINNING of the Unit hereinafter described: Thence continue N.43 °32' 3 8"E. along the party wall between Units 1 and 2 and the wall line of Unit 1 for a distance of 35.26 feet to the edge of a wood porch; thence run S.46°32' 19"E. along the edge of said wood porch for a distance of 12.15 feet; thence run S.43°32' 10"W. along the edge of said wood porch for a distance of 8.10 feet to a point: on the Northeasterly wall of said Unit 2; thence run S.46°32' 19"E. along the wall of Unit 2 for a distance of 8.88 feet to the party wall between Units 2 and 3; thence run S.43°27'41"W. along the party wall between Units 2 and 3 for a distance of 27.17 feet; thence run N.46°31'27"W. along the wall of Unit 2 for a distance of 21.07 feet back to the POINT OF BEGINNING. Containing 670.2 square feet, more or Less. UNIT 3 A portion of Lot 12, in Section 32 Township 61 South, Range 39 East, according to MODEL LAND COMPANY PLAT, recorded in Plat Book 1, at Page 68 of the Public Records of Monroe County, Florida, and being more particularly described as follows: COMMENCING at the intersection formed by the East Line of Lot 1 B, HARBOR SHORES, according to the Plat thereof, as recorded in Plat Book 3, at Page 56 of the Public Records of Monroe County, Florida, with the West line of said Lot 12 and the Southeasterly right of way line of U.S. Highway No, 1; thence run S.43°30'00"W. along the Southeasterly right of way Line of U.S. Highway No. 1 and the Northwesterly Line of said Lot I for a distance of 20.03 feet; thence run S.46°30'00"E. for a distance of 18.63 feet to the most Westerly corner of Unit 1; thence run S.46°24'52"E. along the wall of Unit 1 for a distance of 14.35 feet to the most Southerly corner of Unit 1; thence run N.43 ° 3 2' 3 8' E, along the wall of Unit 1 for a distance of 10.93 feet to the most Westerly corner of Unit 2; thence run S.46°31'27"E along the wall of Unit 2 for a distance of 21.07 feet to the Westerly corner of Unit 3 and the POINT OF BEGINNING of the Unit hereinafter described; thence run N.43°27'41 "E. along the party wall between Units 2 and 3 for a distance of 27.17 feet thence run S.46°32' 19"E. along the wall, of Unit 3 for a distance of 4.77 feet to the edge of a wood porch; thence run N.43 °27' 41 "E. along the edge of wood porch for a distance of 8.10 feet thence run S.46°32' 19"E. along the edge of wood porch for a distance of 12.42 feet; thence run S .43 °27' 41 "W. along the edge of wood porch for a distance, of 8.10 feet to a point on the wall of Unit 3; thence run S.46°32' 19"E. along the wall of Unit 3 for a distance of 3.83 feet to the party wall between Units 3 and 4; thence run S,43°27'41 "W. along the party wall between Units 3 and 4 for a distance of 27.18 feet; thence run N.46°31'27"W. along the wall of Unit 3 for a distance of 21.03 feet back to the POINT OF BEGINNING. Containing 672.0 square feet, more or Less. UNIT 4 A portion of Lot 12, in Section 32, Township 61 South, Range 39 East, according to MODEL LAND COMPANY PLAT, recorded in Plat Book 1, at Page 68 of the Public Records of Monroe County, Florida, and being more particularly described as follows: COMMENCING at the intersection formed by the East line of Lot 1B, HARBOR SHORES, according to the Plat thereof, as recorded in Plat Book 3, at Page 56 of the Public Records of Monroe County, Florida, and the West line of said Lot 12 and the Southeasterly right of way line of U.S. Highway No. 1; thence run S.43 °30' 00"W. along the Southeasterly right of way line of U.S. Highway No. 1 and the Northwesterly line of said Lot 1 B for a distance of 20.03 feet; thence run S.46°30'00"E. for a distance of 18.63 feet to the most Westerly corner of Unit 1; thence run S.46°24'52"E. along the wall of Unit 1 for a distance of 14.35 feet to the most Southerly corner of Unit 1; thence run N.43 °32' 3 8"E. along the wall of Unit 1 for a distance of 10.93 feet to the most Westerly corner of Unit 2; thence run S46°31'27"E. along the wall of Units 2 and 3 for a distance of 42.10 feet to the most Westerly corner of Unit 4 and the POINT OF BEGINNING of the Unit hereinafter described; thence run N.43 °27' 41 "E along the party wall between Units 3 and 4 for a distance of 27.18 feet thence run S.46°32' 19"E. along the wall of Unit 4 for a distance of 9.05 feet to the edge of a wood porch; thence run N.43 °32' 57"E. along the edge of wood porch for a distance of 8.15 feet; thence run S.46°32'19"E. along the edge of wood porch for a distance of 12.10 feet to a point on the Northwesterly wall of Unit 5; thence run S.43 °37' 56"W. along the wall of Unit 5 and the party wall between Units 4 and 5 for a distance of 35.33 feet thence run N.46°31'27"W. along the wall of Unit 4 for a distance of 21.06 feet, back to the POINT OF BEGINNING. Containing 672.2 square feet, more or less. UNIT 5 A portion of Lot 12, in Section 32, Township 61 South, Range 39 East, according to MODEL LAND COMPANY PLAT, recorded In Plat Book L at Page 68 of the Public Records of Monroe County, Florida, and being more particularly described as follows: COMMENCING at the Intersection formed by the East line of Lot 1 B, HARBOR SHORES, according to the Plat thereof as recorded in Plat Book 3 at Page 56 of the Public Records of Monroe County, Florida and the west line of said Lot 12 and the Southeasterly right of way line of U.S. Highway No, 1, thence run 5.43°30'00"W. along the Southeasterly right of way line of U.S. Highway No. 1 and the Northwesterly line of said Lot 1 B for a distance of 20.03 feet; thence run S.46°30'00"E. for a distance of 18.63 feet to the most Westerly corner of Unit 1; thence run S.46°24'52"E. along the wall of Unit 1 for a distance of 14.35 feet; thence run N.43 °32' 3 8"E. along the wall of Unit 1 for a distance of 10.93 feet to the most Westerly corner of Unit 2; thence run 5.46°31'27"E. along the wall of Units 2, 3 and 4 for a distance of 63.16 feet to a point on the Northwesterly wall of Unit 5 and the POINT OF BEGINNING of the Unit hereinafter described; thence run N.43 °37' 56"E. along the party wall between Units 4 and 5 and the Northwesterly wall of Unit 5 for a distance of 45.44 feet; thence run S.46°27'03"E. along the wall of Unit 5 for a distance of 14.34 feet; thence run 5.43 °32' 57"W. along the wall of Unit 5 for a distance of 56.38 feet; thence run N.46°25'05"W. along the wall of Unit 5 for a distance of 14.39 feet; thence run N.43°37'56"E. along the wall of Unit 5 for a distance of 10.93 feet, back to the POINT OF BEGINNING. Containing 809.8 square feet, more or less. INGRESS / EGRESS EASEMENT An easement for the purpose of ingress and egress over a portion of Lot 1 B. HARBOR SHORES, according to the Plat thereof, as recorded in Plat Book 3, at Page 56 of the Public Records of Monroe County, Florida, and being more particularly described as follows: COMMENCING at the intersection formed by the Southeasterly right of way line of U.S. Highway No. 1 with the Northwesterly extension of the Southwesterly line of said Lot 1B; thence run 5.46°30'00"E along the Northwesterly extension thereof and along the Southwesterly line of said Lot 1B for a distance of 62.29 feet to the POINT OF BEGINNING of the Centerline of a 20 foot wide ingress / egress easement; from said POINT OF BEGINNING run along the Centerline of said 20 foot wide easement for the following; N.43°30'00"E. for 15.00 feet; thence 5.46°30'00'E. for 46.77 feet and N.43°30'00"E. for 79.07 feet to the POINT OF TERMINUS and end of said easement centerline containing 2,816.9 square feet, more or Less. EXHIBIT "B" SURVEY, SITE PLAN Page 40 of 44 6insf9syst o=f= ! �� V —4 I ! i ! _ t r 1 t ! 1 r i t i t b 1 or t. 1 ! ! } f ! s ! ! s, i ! i ! r i 't ! ! 1 e� 1 O 1 1 �1 /I ft ! ! 1 ! • t t 4pxo- i OASIO OV294MAO HWY. 1* o- TE FLAN 1 Wryly L. 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W ir yr m e ClA -n j `n 4 SNO CA if CA) s: Z 't1 -�•• &pEz!nv -n = SD �- < C ..« o .� _ _ T go1oll C Q O w C? �Z! fl- °"�. �v n3 r c3 m c$ _ p y co cn m a� c� m as tUP` o�. iff cnm R�soo� a V.y Q r-1 1/2' � x ara �p ors• �+ x J, L 71 •', N 8X is AltOw w�� a ; � � TH • '�j0' _ �010 6 oil cgo, Q 1 C � o0 � s lif ' 1 it l I I 111!v 13'-4' 13'-4' "' j its � � 9 jig w� • T ao >t � N N is i) JLCDC pow a: a IL !F i ro 60 cLCD �• 406 0OWN.� '�'� . ,. ■ ;1 yl ;) �1 IIIj N �I -4 -4 J' B _31j a KUA Pn oAoil aNc +14 JL EL SR 9» 41. b. 9 a� N a410 J ip • '' �S ii • W40 W m 7P•1 12'-101/4' 12'-31/4' 1/2' . An C77 _ �NID -4a_ `Jill ww* [Jill' Z7 � � : � •a � cD � v 3 v o—" -n 8 -- Wmw z Nam,Am "0 � ry o `z � < � � ® o CO fy Z Qi p C' C% v nu a �- ono' O w Na - c O) .1 EXHIBIT "C" SHARE OF COMMON EXPENSES, COMMON ELEMENTS AND COMMON SURPLUS Unit Owner's share of Common Expenses, Common Elements and Common Surplus: Unit 1— 23 % Unit 2 —18% Unit 3 —18% Unit 4 —18% Unit 5 - 23% Page 41 of 44 EXHIBIT "D" ARTICLES OF INCORPORATION OF HOLZMAN HOMES CONDOMINIUM ASSOCIATION a Florida not for profit corporation Page 42 of 44 ARTICLES OF INCORPORATION of HOLZMAN HOMES CONDONIINIUM ASSOCIATION, INC. (Florida Not for Profit Corporation) The corporation is organized under the laws of the State of Florida, by and under the provisions of said State providing for the formation, liabilities, rights and privileges and immunities of a corporation not for profit. We, the undersigned incorporators of this corporation in compliance with Chapter 617 of the Florida Statutes, as amended, adopt the following Articles of Incorporation. ARTICLE I NAME The name of the corporation shall be: Holzman Homes Condominium Association, Inc. ARTICLE II PRINCIPAL OFFICE The principal place of business and mailing address of this corporation shall be: 98980 Overseas Highway Key Largo, FL 33037 ARTICLE III PURPOSE This corporation is organized exclusively for the purposes described in the Declaration of Condominium of Holzman Homes Condominium to be recorded in the Public Records of Monroe County, Florida as may be amended from time to time. ARTICLE IV MANNER OF ELECTION The first Board of Directors shall be appointed and shall serve until the first annual meeting, at which time their successors are duly elected and qualified, or removed as provided in the bylaws. Pagel of 3 ARTICLE V INITIAL DIRECTORS The number of Directors constituting the first Board of Directors is three, their names and addresses being as follows: Russell Yagel 98970 Overseas Highway -Key Largo, FL 33037 Daniel McAfee 98970 Overseas Highway Key Largo, FL 33037 Debbie Grove 98970 Overseas Highway Key Lar o, FL 33037 ARTICLE VI DURATION The duration of the corporate existence shall be perpetual. ARTICLE VII PERSONAL LIABILITY No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the ro e p p rty of the members, officers, or Directors be subject to the payment of the debts or obligations of this corporation. Page 2 of 3 ARTICLE VIII INITIAL REGISTERED AGENT AND STREET ADDRESS The name and Florida street address of the registered agent is: Habitat for Humanity of the Upper Keys, Inc. 98970 Overseas Highway Key Largo, FL 33037 Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity, j r Registered Agent ARTICLE XI INCORPORATOR Date The undersigned incorporator certifies that he has executed these articles for the p oses herein stated. p c yZ, Daniel McAfee - Inco rator Daniel McAfee 98970 Overseas Highway Key Largo, FL 33037 Date Page 3 of 3 EXHIBIT "E" BY LAWS OF HOLZMAN HOMES CONDOMINIUM ASSOCIATION a Florida not for profit corporation Page 43 of 44 BYLAWS OF HOLZMAN HOMES CONDOMINIUM ASSOCIATION, INC. ARTICLE I OFFICES Section 1. PRINCIPAL MAILING ADDRESS. The principal mailing address of the corporation shall be 98980 Overseas Highway, Key Largo, FL 33037. Section 2.OTHER OFFICES. The corporation may also have offices at any other places as the Board of Directors may from time to time determine or the business of the corporation rP may require. ARTICLE H MEMBERS Section 1. ANNUAL MEETING. The annual meeting of the Members shall be held between January 1 and December 31, inclusive, in each year for the purpose of electing directors and for the transaction of any other business as may come before the meeting, the exact date to be established by the Board of Directors from time to time. Section 2. SPECIAL MEETINGS. Special meetings of the Members, for any purpose or purposes, may be called by the President, a majority of the Board of Directors, or Members representing at least 30% of the total votes of the corporation entitled to vote, and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors then in office. Any call shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice. Section 3. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual ors special meetingof the Members. A waiver p • aiver of notice signed by all Members entitled to vote at a meeting may designate any place, either within or without the state of Florida, as the place for the holding of the meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the corporation in the state of Florida. Section 4. NOTICE OF MEETING. Written notice stating the place, day, and hour of the meeting and the purpose or purposes for which it is called shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by first-class mail, by or at the direction of the President or the Secretary, to each Member of record entitled to vote at the meeting. If mailed, this notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at the Member's address as it appears on the stock transfer ansfer books of the corporation, with prepaid postage. Section 5. WAIVER OF CALL AND NOTICE OF MEETING. Call and notice of any Members' meeting may be waived by any Member, and notice of the meeting shall not be Page 1 of 9 required as to any Member who shall attend the meeting in person or by proxy, except when the Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 6. QUORUM. Except as otherwise provided in these bylaws or in the articles of incorporation, a majority of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Members. Section 7. VOTING LISTS. At least 10 days prior to each meeting of Members, the officer or agent having charge of the stock transfer books for shares of the corporation shall compile a complete list of the Members entitled to vote at the meeting, or any adjournment thereof, with the address and the number of shares held by each, which list shall be subject to inspection by any Member during normal business hours for at least 10 days prior to the meeting. The list shall also be produced at the meeting and shall be subject to inspection by any Member during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the Members entitled to examine the list or the transfer books or to vote at any meeting of the Members. Section 8. VOTING. Each Member entitled to vote shall be entitled at every meeting of the Members to one vote in person or by proxy. Section 9. PROXIES. At all meetings of Members, a Member may vote by proxy, executed in writing by the Member or by the Member's duly authorized attorney -in -fact; but, no proxy shall be valid after I 1 months from its date, unless the proxy provides for a longer period. Each proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. In the event that a proxy shall designate two or more persons to act as proxies, a majority of these persons present at the meeting, or, if only one is present, that one, shall have all of the powers conferred by the proxy on all the persons so designated, unless the instrument shall provide otherwise. Section 10. INFORMAL ACTION BY MEMBERS. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at a meeting of the Members, or any other action that may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by Members holding not less than the minimum number of shares that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. If less than all Members consent, then within 10 days after this action is authorized by written consent, the Members who did not consent must be given written notice of the action taken. Section 11. QUALIFICATIONS OF MEMBERS. The qualification of members, the manner of their admission to membership and termination of such membership, and voting shall be as set forth in the Declaration of Covenants and Restrictions. Page 2 of 9 ARTICLE III BOARD OF DIRECTORS Section 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all the powers of the corporation and do all the lawful acts and things as by law, the articles of incorporation, or these bylaws are directed or required to be exercised or done only by the Members. Section 2. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors of the corporation shall be not less than 3 nor more than 5, the number to be fixed by the Members at any annual or special meeting. Each director shall hold office until the next annual meeting of Members and until each director's successor shall have been duly elected and shall have qualified, unless the director sooner dies, resigns, or is removed by the Members at any annual or special meeting. It shall not be necessary for directors to be Members. No minor shall serve as a director. Section 3. ANNUAL MEETING. After each annual meeting of Members, the Board of Directors shall hold its annual meeting at the same place as and immediately following the annual meeting of Members for the purpose of the election of officers and the transaction of other business as may come before the meeting; and, if a majority of the directors are present at the place and time, no prior notice of the meeting shall be required to be given to the directors. The place and time of the meeting may be varied by written consent of all the directors. Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at the time and at the place as shall be determined from time to time by the Board of Directors Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or a majority number of directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the corporation in the state of Florida. Section 6. NOTICE. Written notice stating the place, day, and hour of the meeting shall be delivered at least 3 days prior to the meeting to each director, either personally, or by mail, telegram, or cablegram to the director's business address. If notice is given by mail, the notice shall be deemed to be delivered when deposited in the United States mail addressed with prepaid postage. If notice is given by telegram or cablegram, the notice shall be deemed to be delivered when the telegram or cablegram is delivered to the issuing company. Any director may waive notice of any meeting, either before, at, or after the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Page 3 of 9 Section 7. QUORUM. A majority of the total number of directors as determined from time to time shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured. Section S. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 9. REMOVAL. Provisions herein to the contrary notwithstanding, until the Turnover Date any director appointed by the Developer may be removed, with or without cause, only by the Developer. On and after the Turnover Date, any director may be removed by the vote of a majority of Members at any meeting of the Members called expressly for that purpose whenever in the judgment of the Members the best interests of the corporation will be served by that director's removal, but this removal shall be without prejudice to the contract rights, if any, of the person removed. This bylaw shall not be subject to change by the Board of Directors. Any director elected by the Members who has 3 consecutive unexcused absences, as determined by the Board, from Board meetings or who is delinquent in the payment of any Assessment due to the Association for more than 30 days may be removed by a majority of the directors present at a regular or special meeting at which a forum is present, and a successor may be appointed by the remaining directors. In the event of the death, disability or resignation of a director, the members of the Board may elect a successor to fill the vacancy for the remainder of the term of such director, provided any directors appointed by the Developer will be replaced by the person designated by the Developer. Section 10. VACANCIES. Any vacancy occurring in the Board of Directors, including i any vacancy created by reason of an increase n the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, unless otherwise provided in the articles of incorporation. A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office. Section 11. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director votes against the action or abstains from voting in respect to the matter because of an asserted conflict of interest. Section 12. INFORMAL ACTION BY BOARD. Any action required or permitted to be taken by any provisions of law, the articles of incorporation, or these bylaws at any meetingof the Board of Director s or of any committee thereof may be taken without a meeting if a written consent is signed by all members of the board or of any committee, as the case may be, and filed in the minutes of the proceedings of the board or the committee, as the case may be. Section 13. MEETING BY TELEPHONE. Directors or the members of any committee thereof shall be deemed present at a meeting of the Board of Directors or of any committee, as the case may be, if the meeting is conducted using a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Page 4 of 9 ARTICLE IV OFFICERS Section I. NUMBER. The officers of the corporation shall consist of a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and other officers as the Board of Directors shall deem appropriate. Two or more offices may be held by the same person. Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at its annual meeting. If the election of officers shall not be held at the meeting, the election shall be held as soon thereafter as is convenient. Each officer shall hold office until that officer's successor shall have been duly elected and shall have qualified, unless the officer sooner dies, resigns, or is removed by the board. Section 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served, but the removal shall be without prejudice to the contract rights, if any, of the person removed. Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term. Section 5. DUTIES OF OFFICERS. The Chairman of the board of the corporation, or the President if there shall not be a Chairman, shall preside at all meetings of the Board of Directors and of the Members. The President shall be the chief executive officer of the corp oration. Subject to the foregoing, the officers of the corporation shall have powers and duties as ordinarily pertain to their respective offices and any additional powers and duties specifically conferred by law, the articles of incorporation, and these bylaws, or as may be assigned to them from time to time by the Board of Directors. Section 6. SALARIES. COMPENSATION. Neither directors nor officers will receive compensation for their services as such, but this provision will not preclude the Board of Directors from employing a director or officer as an employee or agent of the Association. Directors and officers will be reimbursed for all actual and proper out of expenses enses P P relating to the proper discharge of their respective duties. Section 7. DELEGATION OF DUTIES. In the absence or disability of any officer of the corporation, or for any other reason deemed sufficient by the Board of Directors, the board may delegate the powers or duties of the officer to any other officer or to any other director for the time being. Section S. POWERS OF ACTING OFFICERS. If any officer is unable to perform the duties of his or her office, the powers and duties of that office shall be held and performed b P Y Page 5 of 9 that officer of the corporation highest on the list of successors (adopted by the Board of Directors for this purpose) who shall be available and capable of holding and performing these powers and duties. That acting officer selected shall hold and perform the powers and duties and shall serve in that capacity until the officer again becomes capable of holding and performing the powers and duties of that office or until the Board of Directors shall have elected a new officer or designated another individual as acting officer. Each acting officer so appointed shall be entitled to exercise all powers invested by law, the articles of incorporation, these bylaws, and the Board of Directors in the office in which the person is serving. Anyone transacting business with the corporation may rely on a certificate signed by any two officers of the corporation that a specified individual has succeeded to the powers and duties of the President or any other specified office. Any person, firm, corporation, or other entity to which the certificate has been delivered by these officers may continue to rely on it until notified of a change by means of a writing signed by two officers of this corporation. ARTICLE V INDElVIMFICATION OF DIRECTORS AND OFFICERS Section 1. GENERAL. To the fullest extent permitted by law, the corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by, or in the right of, the corporation), by reason of the fact that the person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, lawsuit, or proceeding, including any appeal thereof, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, lawsuit, or proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. Section 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. In any action' lawsuit, or proceeding, threatened, pending, or completed, by or in the right of the corporation, indemnification shall be made as provided in Section I of this Article V, except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation, unless, and only to the extent that, the court in which the action or lawsuit was brought shall determine on application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall deem proper. Page 6 of 9 Section 3. HOW EFFECTED. Indemnification under Section 1 or Section 2 of this Article V, unless under a determination by a court, shall be made by the corporation only as authorized in the specific case by a determination that the indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct set forth in Section 1 or Section 2 above. This determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, lawsuit, or proceeding to which the indemnification relates or by the Members by a majority vote of a quorum consisting of Members who were not parties to the action, lawsuit, or proceeding to which the indemnification relates. If a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, lawsuit, or proceeding referred to in Section 1 or Section 2 of this Article V, or in the defense of any claim, issue, or matter therein, the corporation shall be obligated on proper application to indemnify the person in respect of expenses (including attorneys' fees) actually and reasonably incurred by the person in connection therewith. Section 4. PREPAYMENT OF EXPENSES. Expenses (including attorneys' fees) incurred in defending a civil or criminal action, lawsuit, or proceeding may be paid by the corporation in advance of the final disposition of the action, lawsuit, or proceeding on a preliminary determination following one of the procedures set forth in Section 3 of this Article V that the indemnified person meets the applicable standard of conduct referred to therein and after receipt of an undertaking satisfactory in form and substance to the corporation that the person will promptly repay the amount unless it shall ultimately be determined that the person is entitled to be indemnified by the corporation as authorized in this Article V. Section 5. NONEXCLUSIVITY. The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of Members or disinterested directors, or otherwise, both as to action in any official capacity and as to action in any other capacity while holding office with the corporation. The Board of Directors may, at any time, approve indemnification of any other person that the corporation has the power by law to indemnify, including, without limitation, employees and agents of the corporation. The indemnification provided for in this Article V shall continue as to any person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the person's heirs and personal representatives. ARTICLE VI INTERESTED PARTIES Section 1. GENERAL. No contract or other transaction between the corporation and any one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable because of the relationship or interest, because the director or directors were present at the meeting of the Board of Directors or of a committee thereof that authorizes, approves, or ratifies the contract or transaction, or because the director's or directors' votes are counted for this purpose if: (a) the fact of the relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of the interested Page 7 of 9 directors; (b) the fact of the relationship or interest is disclosed or known to the Members entitled to vote on the matter, and they authorize, approve, or ratify the contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board of Directors, a committee thereof, or the Members. Section 2. DETERMINATION OF QUORUM. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies a contract or transaction referred to in Section 1 of Article VI. ARTICLE VII FISCAL YEAR The fiscal year of the corporation shall be the period selected by the Board of Directors as the taxable year of the corporation for federal income tax purposes, unless the board specifically establishes a different fiscal year. ARTICLE VIII SEAL The corporate seal shall have the name of the corporation, the word "SEAL", and the year of the incorporation inscribed thereon, and may be a facsimile, engraved, printed, or impression seal. An impression of this seal appears on the margin of this article. (SEAL) ARTICLE IX AMENDMENTS Prior to the Turnover Date, the Developer's appointed Board of Directors alone will have the power in its sole and absolute discretion to amend these bylaws. On and after the Turnover Date, amendments to these bylaws will require the affirmative vote of members casting at least 60% of the total votes of the Members. Notwithstanding the foregoing, until the Developer has sold transferred or conveyed P on eyed at least 80 /o of the total number of Residences within the Community, any amendment to the bylaws will require the consent of the Developer. No amendment may remove revoke or modify any right or privilege of the Developer without the written consent of the Developer or the assignee of its sole and absolute discretion, the Board of Directors such right or privilege. Page 8 of 9 WITNESSETH, these bylaws were duly adopted by the Board of Directors of Holzman Homes Condominium Association, Inc. on A uc-3► 52010. V VA4 IRECTOR S• � �. N<<�� DIRECTOR P-W$0A#*H Go DIRE ICOS S mot.. Yee L Page 9 of 9 EXHIBIT "F" RULES AND REGULATIONS OF HOLZMAN HOMES CONDOMINIUM Page 44 of 44 RULES AND REGULATIONS of HOLZMAN HOMES CONDO M I. Nuisances. No noxious, offensive or unlawful activi shall be carried on or within a nits or Property, nor shall anything be done w ich may be or may become an annoyance or nuisance to other Owners. 2. Si na e. No sign of any kind shall be permitted on the Common Areas or anyResi entia is including, without limitation, any sign indicating that a Residential Unit s forsale or lease. Notwithstandin such prohibition, • "no parking", restricted parking, speed or directional signs, or lease or for sale signs, shall be permitted at the discretion of the Association. Allyermitted signs shal , in all respects, be in accordance with the Rules and Regulations promulgated by the Association. 3. ing and Vehicular Restrictions. Parkin in the Common Areas shall be restrictedtot the parking in areas t ereesignate for such purnose. Except for temporary purposes in or er to service Residential Units or ifi e Common Areas, no person shall park, store or keep on any ortion of the Common Area any commercial t a vehicle (for example dump truc , cement mixer, oil or gas truck, delivery truc s ;nor may any person deep any other vehicle on the Common Area which is deemed to be a nuisance by the Board. No person shall conduct repairs (except in an emergenc or restorations of any motor vehicle. All vehicles shall be su ject to height, wit and lengthrestrictions and other Rules and Regulations now or hereinafter adopted by the Association. 4. Animal Restrictions. No livestock, reptiles or poultry of any kind shall be raised, bredor kept on or within the Units or Property. Pets shall be prohibited from all portions of the Common Areas exce t where designated by the Association. All petsin the Common Areas must a controlledby Owners on a leash not to exceed six feet in length and in strict accordance with the Rules and Reaulations to be enacted from time to time. Pets shall be limited to 2 per Unit. Eaccl pet shall not exceed 25 pounds. 5. Garbage and Refuse. No portion of the Units or Property shall be used or maintaine'd as a dumping ground for rubbish. Trash and garbage shall not be keptexcept in sanitary containers or as required by the Association or the applicable government ordinances. All equipment for the storage or disposal of such material shall be kept in a clean and sanitary condition. 6. Tem ora Plav and Auxiliary Structures. No structure of a temporary trailercharacter;, en sac , s am or other outbuildingshall be built installed or used , in ifie Common ,areas at an time. No laorm or similar structure y p ,doghouse, playhouse , shall be constructed in any part of the Common Areas without the prior , written approval f the Association. No outdoor clotheslines shall be permitted. No building, fence screened t p •g, eened enclosure, wall or other structure shall be erecte d or maintained, nor shall any exterior addition, change or alteration thereof be made, unless approved by the Association. 7. Other Facilities. Nothing shall be altered or constructed in or removed from the Units or Common Areas except upon written consent of the Committee. 8. Outside Installation. To the extent permitted by law and as otherwise approved by the Board, no exterior radio antenna,television antenna or other i antenna of any shape shall be erected or maintained n the build' s or elsewhere on the Common Areas. This Declaration ma grant and here y reserves an easement for the installation of such antenna. a erection of any such antenna shall be subject to restrictions of record as amended from time to time. 9 Insurance Rates. Nothing shall be done or kept in the Common Areas which will increase the rate of insurance on any properties insured by the Association without the approval of the Board, nor shall anything be done or kept in Units or on the Common Areas which would result in a cancellation of insurance on any property insured by the Association or which would be in violation of any law. In the event that an Owner does anything to increase the rate of insurance said Owner shall be responsible for payment of the increased amount as a Special individual Assessment in accordance with the terms hereof. 10. Maintenance of Pro e . No weeds, underbrush, or other unsightly growth sha I be permitted to grow or remain upon the Property and no refuse or unsightly objects shall be allowed to be placed or suffered to remain upon the Property. 11 Maintenance �b th�e Owner. The responsibility of each Owner to keep his Unit in compliance with standards promulgated by the Association or the Board shall be as follows: S A. To maintain protect repair and replace, at his own cost and expense,, all portions of his Residential Unit together with all improvements and equipment located thereon, except for any ortions to be maintained, repaired and replaced by the Association. Suc maintenance,. rotection, re air and replacement shall be done without disturbing the rig is of the o er Owners; B. Not to modify or change the appearance or design of any portion of the exterior of any Unit without the prior written approval of the Association; C. To report promptly to the Association any defect or need for repairs, maintenance or replacements for which the Association is responsible; D. To take reasonably appropriate actions to secure and protect his Unit in the event a hurricane, tropical storm or other windstorm event threatens the Florida Keys, including, but not limited to removing all personal pro erty from. porches and making provision for storm panels, shutters or otner appropriate coverings on all windows and exterior doors. 11. Exterior Liaaaht�m . No Owner shall install any exterior lighting (in addition to such exterior lighting as originally provided for the Unit) without the Association's prior written approval. 12. No fences shall be permitted within the Common Area unless installed. by during construction period or as otherwise approved by the Association. 13. Laundry_. No deck, porch or other exterior portion of a Unit shall be used for the purpose of drying laundry or other items.