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7/21/82

DECLARATION OF RESTRICTIONS AND

HOMEOWNERS' ASSOCIATION

COVENANTS FOR

SOLIMAR

THIS DECLARATION made this 26th day of July, 1982, by


DEL PRADO CIRCLE PROPERTIES, LTD.-I, a Massachusetts
limited partnership, hereinafter referred to as the
"Developer";
WHEREAS the Developer is the owner of certain real

property (the "Property") located in Palm Beach County,

Florida, more particularly described in Exhibit "A" attached

hereto and made a part hereof, and said Developer desires to

assure high quality standards for the development of the

Property that are compatible with the character of the

surrounding community, and to promote the recreational

interest, health, safety and social welfare of each Home-

owner; and

WHEREAS, it is the intention and desire of the

Developer to develop and construct upon the Property a

community of approximately 157 single-family residential

dwellings together with recreational and functional

amenities to be known as "SOLIMAR" which shall be developed

and maintained as a development of superior quality and

conditions for the mutual and common advantage of all occupants

and Homeowners; and

WHEREAS, the Developer desires to provide for the

reservation and enhancement of the Property, the amenities,

and for the maintenance of the Property and the improvements

thereon, and in order to accomplish said objectives the

Developer desires to subject the Property to the covenants,

restrictions, easements, charges and liens hereinafter set


forth, each and all for the benefit of said Property and

each Homeowner hereof; and

WHEREAS, the Developer deems it is desirable to create a

non-profit association to which should be delegated and

assigned the power of administering and enforcing the

protective covenants, conditions, restrictions and limitations

hereinafter set forth, maintaining and administering, the

Common areas, and collecting and disbursing the assessments and

charges hereinafter created.

NOW, THEREFORE, the Developer hereby declares that all the

Property shall be held, sold and conveyed subject to the

following easements, restrictions, covenants and conditions,

which are for the purpose of protecting the value and

desirability of the Property and be binding on all parties

having any right, title or interest in the Property or any part

thereof, their heirs, successors, and assigns, and shall

inure to the benefit of each Homeowner thereof.

ARTICLE I Definitions

The following words when used in this Declaration and

in its exhibits, including the Articles of Incorporation and By-

Laws (unless the context shall prohibit), shall have the

following meanings:

(a) "Association" shall mean and refer to

SOLIMAR HOMEOWNERS' ASSOCIATION, INC., a Florida corporation

not for profit, which is to be incorporated.

(b) "Common Areas" shall mean and refer to: All of the

Property, as defined herein below, less and except all

Lots,, as defined herein below, except as otherwise specified in

this paragraph (b), and such additional parcels of land as may

from time to time be designated by Developer, as

hereinafter defined, as C ommon A rea s unde r th ese


cove nan ts and re str i ctio ns, e a c h such designation to

be by recorded instrument. "Common Areas" shall also

include any improvements within the Property,

defined herein below, including, without limitation,

all structures (except Residential Units),

recreational facilities, open space and land-

scaping thereon, private streets, sidewalks,

street lights, sprinkler systems and entrance

features, and all personal property used in

connection with the above, owned or leased by the

Association, but e x c l u d ing any public utility

installations thereon.

(c) "Declaration" shall mean and refer to these

covenants and restrictions, the exhibits hereto,

and s uch amen dme nts , if an y, as may be dul y ado pted

from time to time pursuant to the terms hereof.

(d) "Developer" shall mean Del Prado Circle

Properties, Ltd.-I, and its successors and

assigns.

(e) "Homeowner" shall mean and refer to the

reco rd o wn er, wh et he r one o r m ore pe rso n s or en tit ies,

of the fee simple title to any Lot as defined

herein.

(f) "Institutional Mortgagee" shall mean and

refer to any bank, savings and loan association,

insurance company, PHA approved mortgage lender or

other business entity (including the holder of

the Purchase Money Mortgage) which holds a fi rst

mortgage e n c u m b e r i n g title to any Lot herein below

defined.

(g) "Lot" shall mean and refer to that portion

of the Property described in Article II and any


port ion sh own upo n a ny r esu bdi visi on of such pr ope rt y

which has been assigned a lot and block number on the

plat of such property, or is described by metes

a n d bounds, and upon which can be constructed a Re sidential

U n i t a s d e f in e d b e l o w . T h e b o u n d a r i e s o f the Lots lying within

the Property are shown on the p l a t a t t a c h e d h e r e t o a s E x h i b i t

" B " a n d b y t h i s re fe rence made a part he re of. The or iginal of

such pl at h as be e n re cor de d in Pl a t B o o k 4 4, P age 1 3 1, Public

Records of Palm Beach County, Florida.

(h) "Member" shall mean and refer to all those

owners of Lots who are members of the Association as

provided in Article III, Section 1, hereof.


(i) "Phase II Land" shall mean the real property
located adjacent to the Property and more parti-
cularly described in Exhibit C hereto.

(j) "Property" shall mean and refer to all such

existing properties, and additions thereto, as are

subject to this Declaration or any a m e n d ment hereto

under the provisions of Article IX hereof.


( k ) "Purchase Money Mortgage" shall mean the
mortgage recorded in Book 3675, Page 308, of the
Official Records of Palm Beach County.
(1) "Recreational Area" shall mean and refer to tha t
port ion of the Pr ope rty des cri bed in Art icle VIII below.

(m) "Residential Unit" shall mean and refer to any

detached single-family residence, or any other r e s i d e n t i a l

u n i t d e s i g n a t e d a n d i n t e n d e d f o r u s e by a single family,

the construction of which has been completed as evidenced by

the issuance of a certificate of occupancy or its equivalent

issued by the appropriate governmental authority.


ARTICLE II

Property Subject to This

Declaration; Additions Thereto

Section 1. Legal Description. The real property

which is, and shall be held, transferred, sold, conveyed and

occupied subject to this Declaration is located in Palm

Beach County, Florida, and is more particularly described

in Exhibit "A" attached hereto and by this reference made a

part hereof.

Section 2. Merger or Consolidation. Upon a merger

or consolidation of any association referred to herein with

any other association as provided in its articles of incor-

poration, its properties, rights and obligations may,

by operation of law, be transferred to another surviving

or consolidated association or, alternatively, the proper-

ties, rights and obligations of another association may,

by operation of law, be added to the properties, rights

and obligations of any association as a surviving corpora-

tion pursuant to a merger. The surviving or consolidated

association may administer the covenants and restrictions

esta bli she d by thi s Decla rat i on wit hin the Pr ope r ty

together with the covenants and restrictions established

upon any other properties as one scheme. No such merger or

consolidation, however, shall effect any revocation, change

or addition to the covenants established by this Declaration

within the Property or be effected so long as the Purchase

Money Mortgage remains unsatisfied.

ARTICLE III

Membership and Voting Rights in the Association

Section 1. Membership. Every person or entity who

is a record owner of a fee or undivided fee interest in


any Lot shall be a member of the Association. Notwith-

standing anything else to the contrary set forth in this

Section 1, any such person or entity who holds such interest

merely as security for the performance of any obligation

shall not be a member of said Association.

Section 2. Voting Rights. The Association shall

have two classes of voting membership:

Class A. Class A Members shall be all those

Homeowners as defined in Section 1 of this Article III

with the exception of the Developer. Class A Members

shall be entitled to one vote for each Lot in which

they hold the interests required for membership by

said Section 1. When more than one person holds such

interest or interests in any Lot all such persons

shall be Members, and the vote for such Lot shall be

exercised as they among themselves determine, but in

no event shall more than one vote be cast with respect

to any such Lot.

Class B. The Class B Member shall be the Developer.

The Class B Member shall be entitled to three votes for each

Lot in which it holds the interest required for membership

by said Section 1. The Class B membership shall cease and be

converted to Class A membership on the happening of either of

the following events, whichever occurs earlier (such time

being herein called the "Turn-Over Date"):

a. When the total votes outstanding in the Class

A is g r e a t e r t h a n t h e t o t a l v o t e s outstanding in Class B

membership, or

b. January 1, 1988.
Section 3. Articles of Incorporation and By-Laws. The

Articles of Incorporation and By-Laws of the Association are

attached hereto as Exhibits "D" and "E" respectively.


Section 4. Amendments Prior to the Issuance of Class A

Membership. Prior to the issuance of the first Class A

Membership, the Developer reserves the right to alter,

modify, remove or add to any of the covenants, conditions,

restrictions and/or agreements set forth herein with the

provision that any alterations, modifications, removals

or additions shall not be in violation of the applicable

laws.

ARTICLE IV
Property Rights in the Common Areas

Section 1, Ownership. The Common Areas are hereby

dedicated to the joint and several use, in common, of

the owners of all Lots that may from time to time constitute

part of the Property. When all Residential Units proposed

by the Developer to be constructed within the Property have

been conveyed to purchasers, and the improvements to be

located on the Common Areas have been completed, the Devel-

oper, or its successors and assigns, shall convey and

transfer the record fee simple title to the Common Areas to

the Association, and the Association shall accept such

conveyance, holding title for the Members as stated in the

preceding sentence. Beginning upon the date these covenants

are recorded, the Association shall be responsible for the

maintenance of the Common Areas in a continuous and satis-

factory manner without cost to the general taxpayers of Palm

Beach County, Florida. It is intended that all real estate

taxes levied against the Common Areas shall be propor-

tionately assessed against and payable as part of the taxes of

the Lots. However, in the event that any such taxes are

assessed directly against the Common Areas, the Association

shall be responsible for the payment of same, including


taxes on any improvements and any personal property thereon

accruing from and after the date these covenants are recorded, and

such taxes shall be prorated between Developer and the Association

as of the date of such recordation. Developer shall have the right

from time to time to enter upon the Common Areas during periods of

construction upon adjacent properties, and for the purpose of

construction of any facilities on the Common Areas that Developer

elects to build, and Developer shall have the right to use the

Common Areas for sales, displays and signs during the period of

construction and sales of all of the Property. The owner of a Lot

shall have no personal liability for any damages for which the

Association is legally liable or which arises out of or is

connected with the existence or use of any portion of the Common

Areas or any other property required to be maintained by the

Association.

Section 2. Members’ Easements. Each Member of the

Association and each tenant, agent and invitee of such Member

shall have a permanent and perpetual easement for the use of all

Common Areas and all recreational facilities, if any, located

thereon, in common with all other Members of the Association,

their tenants, agents and invitees, subject to the following:

(a) The right ands duty of the Association to levy"

against each Lot for the purpose off maintaining the Common Areas

and recreational facilities, if any, in compliance with the

provisions of this Declaration and any other existing restrictions

or any restrictions which may from time to time be recorded by

Developer.

(b) The right of the Association to suspend the voting

rights and to suspend the Common Areas and facilities by a

Homeowner for any period during which any assessment against his

lot remains unpaid; and for a period not to exceed(60) days for

any infraction of its lawfully adopted and published rules and

regulations.and published regulations.

(c) The right of the Association to charge reasonable

admission and other fees for the use of any


recreational facility situated on the Common Areas.

(d) The right of the Association to adopt and

enforce rules and regulations governing the use of

the Common Areas and all facilities at any time

situated thereon, including the right to fine

Members as provided in Article VII hereof.

(e) The right of Developer, its successors and

assigns, to permit persons other than Members to

use the Common Areas and any facilities that may be

constructed thereon under such terms as Developer,

its successors and assigns, may from time to time

desire, provided that so long as the Purchase Money

Mortgage remains outstanding, such use shall

require the consent of the holder of the Purchase

Money Mortgage.

(f) The rights of the Association to dedicate or

transfer all or any part of the Common Areas to any

public agency, authority or utility for such

purposes and subject to such conditions as may be

agreed by the Members. No such dedication or

transfer shall be effective unless an instrument

signed by 75% of the Members agreeing to such

dedication or transfer has been recorded. In any

event, Palm Beach County shall not have any

maintenance responsibility for any portion of the

Common Areas which the Association may subsequently

dedicate to the County until the same is accepted

for maintenance purposes by official action by the

Board Of County Commissioners of Palm Beach County.

(g) The rights of the Association to mortgage any

or all of the facilities constructed on the

Common Areas for the purpose of improvements

repairs to Association property or facility

pursuant to approval by 75% of each Class of

Members at a regular meeting of the

Association or at a meeting specially called


for this purpose.

The right of a Homeowner to the use and enjoyment of the Common

Areas and facilities thereon shall extend to the members of his

immediate family who reside with him, subject to such rules and

regulations as may be from time to time adopted and published

by the Association. No guest or invitee will be permitted to

use any of the facilities within the Common Areas unless

accompanied by a Member or Member's family.

Section 3. Easements Appurtenant. The easement provided in

Section 2 of this Article shall be appurtenant to and shall pass

with the title to each Lot.

Section 4. Maintenance. T h e Association shall at all

times maintain in good repair, and shall replace as often as

necessary, any and all improvements situated on the Common Areas

(upon completion of construction by Developer), except for the

installations for which a public authority or any utility company

is responsible; such work to be done as ordered by the Board of

Directors of the Association

acting on a majority vote of the Board. Maintenance of

street lighting fixtures shall include and extend to payment

for electricity consumed in their illumination. All work pursuant

to this Section 4 and all expenses incurred hereunder shall be

paid for by the Association through assessments imposed in

accordance with Article V hereof.

Section 5. Utility Easements. Public utilities may be

installed underground in the Common Areas when necessary for the

service of the Property or other lands owned by Developer, but

all use of utility easements shall be in accordance with the

applicable provisions of this Declaration.

Section 6. Public Easements. Fire, police, health and


sanitation and other service personnel and vehicles shall have a
permanent and perpetual easement for ingress and egress over
and across the Common Areas.

ARTICLE V
Association - Covenant for Maintenance Assessments

Section 1.Creation of the Lien and Personal Obligatio n of


the As ses s ment s. Th e Devel ope r , for eac h Lot owned by
it within the Property, hereby covenants (subject to the
provisions of Section 10 hereof), and each Homeowner owning
a Lot by acceptance of a deed therefore, whether or not
it shall be so expressed in such deed or other con-
veyance, shall be deemed to covenant and agree to pay to the
Association annual assessments or charges for the
maintenance of the Common Areas as provided in Article
IVhereof, including such reasonable reserves as the
Association may deem necessary, special assessments as
provided in Section 4 hereof and assessments formaintenance
as provided in Section 3 hereof, such assessments to be
fixed, established and collected fromtime to time as herein
provided.

The annual, special and other assessments, together with

such interest thereon and costs of collection thereof as

hereinafter provided, shall be a charge on each Lot and shall be

a continuing lien upon the property against which each such

assessment is made. Each assessment, together with such

interest thereon and costs of collection thereof as hereinafter

provided, shall also be a personal obligation of the person who

is the owner of such property at the time when the assessment

fell due. All assessments, both regular and special, by the

Association shall be against all Lots subject to its

jurisdiction equally, unless otherwise provided herein. No

Homeowner may waive or otherwise escape liability for the

assessments for such maintenance by non-use of the Common

Areas or abandonment of his right to use the Common Areas or

otherwise.

Section 2. Purpose of Assessments. The assessments


levied by the Association shall be used exclusively for

maintenance of the Common Areas as provided in Article IV

hereof for maintenance and capital improvements as provided in

Section 3 of this Article; or to promote the health, safety,

and welfare of the Members of the Association (and their

families), their guests, tenants and invitees.

Section 3. Exterior Maintenance. (a) Each Homeowner


shall maintain the structures and grounds on such Homeowner's
Lot, with the exception of any portion of such Lot which the
Association may hereafter decide to maintain pursuant to this
Section, at all times in a neat and attractive manner. Upon the
Homeowner's failure to do so, the Association may at its option
after giving the Homeowner ten (10) days' prior written notice
s e n t t o h i s l a s t k n o w n address, or to the address of the subject
premises, have the grass, weeds, shrubs and vegetation cut when
and as often as the same is necessary in its judgment, and have
dead trees, shrubs and plants removed from such Lot, and may
have any portion of the Lot resodded or landscaped, and all
expenses of the Association under this section shall be a
lien and charge against the Lot on which the work was done
and the personal obligation of the Homeowner then owning such
Lot. Furthermore, if the Association has not elected to
provide the exterior maintenance referred to in Section 3(b) of
this Article, then upon the Homeowner's failure to maintain the
exterior of any structure in good repair and appearance, the

Association may, it its option after giving the Homeowner thirty

(30) days' prior written notice sent to his last known address,
make repairs and improve the appearance in a reasonable and
workmanlike manner. The cost of any of the work performed by
the Association upon the Homeowner's failure to do so shall be
immediately due and owing and shall constitute an assessment
against the Homeowner's Lot on which the work was performed,
collectible in a lump sum and secured by the lien against the
Lot as herein provided.

(b) The Association through action of its Board

of Directors taken by not less than two thirds favorable vote

of the members of such Board may, in addition to that

maintenance to be provided by the Association for Common Areas

as set forth in Section 4 of Article IV, provide exterior

maintenance upon each Lot as follows: paint, repair, replace

and care for roofs, gutters, downspouts and exterior building

surfaces and maintain those portions of the Lots over which

easements are created for the installation and maintenance of

utilities as provided in Section 5 of Article VI. The cost of

the exterior maintenance so approved by the Association under

this Section 3(b) shall be assessed against the Homeowner's Lot

upon which such maintenance is done and shall constitute an annual

maintenance assessment or charge. The Board of Directors of the

Association shall estimate the cost of any such exterior

maintenance for each year and shall fix the assessment for each
year, but said Board shall, thereafter, make such adjustment

with the Homeowner as is necessary to reflect the actual cost of

such exterior maintenance.

(c) In the event repairs, maintenance or reconstruction on

any Lot shall be necessary (or otherwise elected by Homeowners

pursuant to subparagraph (d) of this Section) and the only

practicable access to the subject Lot to accomplish said repairs,

maintenance or reconstruction necessitates crossing the rear

yard or the side yard of another Lot or Lots, all necessary

entries over the rear ten feet of said other Lot or Lots or, in

the event of side yards, over the seven foot strip running

along the side of said Lot shall not be deemed a trespass as

long as said entries are made at reasonable hours on any day

except Sunday, and provided further that said entries do

not interfere with any improvements or use of said Lot or Lots.

The easement granted herein shall be appurtenant to and shall

pass with the title to each Lot.


(d) The Association through action of its Board of

Directors taken by not less than two-thirds (2/3) favorable vote

of the members of such Board may provide landscaping service to

individual Homeowners. In the event the Board of Directors does so

elect to provide such landscaping service, each Homeowner to

receive such service shall pay a stipulated fee to the

Association. The fee established by the Association will be

comparable to that which would be charged for similar service by

third parties.

Section 4. Capital Improvements. Funds necessary for

capital improvements relating to the Common Areas may be

levied by the Association as special assessments, upon

approval of a majority of the members of the Board of

Directors of the Association and upon approval by two-

thirds vote of the Members of the Association voting at a

meeting as may be provided by the By-Law of the

Association.

Section 5. Date of Commencement of Annual Assessments;

Due Dates. The annual assessments provided for in this

Article V shall commence on the first day of the month next


following the recordation of these covenants. The annual

assessments shall be payable in quarterly installments, or in

annual or monthly installments if so determined by the

Board of Directors of the Association. The amount of

a n n u a l a s s e s s m e n t t o e a c h H o m e o w n e r shall be equal to the

quotient of the estimated expenses divided by the sum of the

total number of Residential Units completed, plus the number of

potential Residential Units then under construction or

planned for each Lot or, if none of the foregoing is

applicable, then as permitted by then current zoning

ordinances. Such quotient shall then be multiplied by the number

of Lots owned by the resulting amount shall be assessed annual

assessment on each Lot shall be in the form of ownership by which

it is be held, except as otherwise specifically the contrary. The

assessment shall be month period ending December 31 except as in

the By-Laws of the Association, but the amount of the annual

assessment to be levied during any period shorter than a full

fiscal year shall be in proportion to the number of months

remaining in such fiscal year.

The due date of any special assessment under Section 4 hereof

shall be fixed by the Board of Directors of the Association by

resolution authorizing such assessment. In addition, at the

closing and transfer of title to the Homeowner, said Homeowner

shall contribute a Two Hundred($200.00) Dollar assessment

payment to the Association. This contribution shall be used by

the Association for the purpose of initial and nonrecurring

capital expense of the Association and for providing initial

working capital for the Association. Said contribution shall

not be considered as a prepayment of assessments.

Section 6. Duties of the Board of Directors. The Board

of Directors of the Association shall fix the due date and the

amount of the assessment against each Lot subject to the

Association's jurisdiction for each assessment period in

accordance with the By-Laws of the Associations, and shall, at

that time, prepare a roster of the properties and assessments

applicable thereto which shall be kept in the office of the


Association and shall be open to inspection by any Homeowner.

The Association shall upon demand at any time furnish to

any Homeowner, who is liable for an assessment, a certificate

in writing signed by an officer of the Association, setting

forth whether such assessment has been paid as to any

particular Lot. Such certificate shall be conclusive

evidence of payment to the Association of any assessment

stated therein to have been paid.

The Association, through the action of its Board of

Directors, shall have the power, but not the obligation, to

enter into an agreement or agreements from time to time with one

or more persons, firms or corporations for such management

and operational services as the Association deems

appropriate, the cost of which shall be included in the

budgetary calculations of the Association in determining

assessments. The Association shall have all other powers

provided in its Articles of Incorporation and By-Laws.

Section 7. Effect of Nonpayment of Assessment; the

Personal Obligation of the Homeowner; the Lien; Remedies of

the Association. If the assessments are not paid on the date

when due then such assessment shall become delinquent and

shall, together with interest thereon and the cost of collection

thereof as hereinafter provided, thereupon become a continuing

lien on the Lot against which the assessment was levied, which

lien shall encumber such Lot in the hands of the then Homeowner,

his heirs, devisees, personal representatives, successors and

assigns. The personal obligation of the then Homeowner to pay such

assessment, however, shall remain his personal obligation for the

statutory period and shall not pass to his successors in title

unless expressly assumed by them.

In the event that any assessment is not paid within

fifteen (15) days from the due date thereof, then the

Association shall be entitled to assess against said Home-

owner a late fee and collection payment. If the assessment

is not paid within thirty (30) days after the due date, the

assessment shall bear interest from the date when due at

the highest rate allowable by law, and the Association may

bring an action against the lot for which the assessment is


unpaid and may foreclose the lien against said lot or may

pursue one or more of such remedies at the same time or

successively, and there shall be added to the amount of

such assessment attorneys' fees and costs off preparing and

filing the claim of lien ands the complaint in such action,

and in the event a judgment is obtained, such judgment

shall include interest on the assessment provided herein

and a reasonable attorneys' fee to be fixed by the court

together with the costs of the action, and the Association

shall be entitled to attorneys' fees in connection with any

aspect of any such action.

The Association, acting on behalf of the Members,

shall have the power to bid for an interest foreclosed at

such foreclosure sale and to acquire and lease, mortgage

and convey same.


It shall be the responsibility of the Association to
enforce payment of the assessments hereunder.

Section 8. Subordination of the Lien to Mortgagees.

The lien of the assessments provided for herein shall be

subordinate to tax liens and then to the lien of any first

mortgage of any Institutional Mortgagee, encumbering any Lot

now or hereafter placed upon the properties subject to

assessment hereunder; provided, further, that any Institu-

tional Mortgagee when in possession or any Receiver, and in

the event of a foreclosure, any mortgagee who acquires title

at a foreclosure sale, or any Institutional Mortgagee

acquiring a deed in lieu of foreclosure shall not be respon-

sible for the payment of any assessments whether they have

accrued prior to the date upon which possession and/or title

is so obtained or whether said assessments are imposed

thereafter except during such time the Lot is leased to a

third party. Any third party purchaser at a foreclosure sale

from an Institutional Mortgagee in title and all persons

claiming by, through or under such purchaser shall hold

title subject to the liability and lien of any assessment

becoming due after said third party purchaser takes title.

Any unpaid assessment which cannot be collected as a lien

against any Lot by reason of the provisions of this Section


8, shall be deemed to be an assessment divided equally

among, payable by, and a lien against all Lots subject to

assessment by the assessing Association, including the Lots

as to which the foreclosure (or conveyance in lieu of

foreclosure) took place.


Section 9.Access at Reasonable Hours. For the purpose
solely of performing the exterior maintenance authorized by
this Article, including all of the maintenance and work
permitted under Section 3 of this Article (including
elective landscaping service for Lots, if approved by
the Board of Directors pursuant to Section 3(d) of
this Artic le), the Asso cia tio n, th rou gh its du ly
auth ori zed agents or employees or independent
contractors, shall have the right, after reasonable
notice to any Homeowner, to enter upon any Lot at
reasonable hours on any day except S unda y to ei the r
prov ide ma inte nan ce to s aid Lo t or to obtain access
to another Lot to which maintenance is to be provided.
Section 10. Effect on Developer. Notwithstanding

any provisions to the contrary that may be contained

in this Declaration, for as long as Developer is the

owner of any Lo t, t he Dev elo per sha ll n ot be l iab le

for a sse s smen ts against such Lot, provided that

Developer funds any deficit in operating expenses of

the Association. Developer may at a n y time commence

paying such assessments as to Lots, that it owns

and thereby automatically terminate its obligation to

fund deficits in the operating expenses of the

Association.

Section 11. Trust Funds. The portion of all

regular assessments collected by the Association for

reserves for f u t u r e e x p e n s e s , a n d t h e e n t i r e a m o u n t

of all special assessments, shall be held by the

Association in trust for the Homeowners of all Lots, as

their interests may appear.

ARTICLE VI Covenants

Section 1. Applicability. The provisions of


this Article VI shall be applicable to all of the

Lots located within the Property.

Section 2. Land Use and Building Type. No Lot

or Residential Unit shall be used for any purpose other

than for residential purposes, except for the Recreational

Area which use will be as provided in Article VIII. No

building shall be erected, altered, placed or permitted to

remain on any Lot other than single family dwelling units

intended for use by a single family. Temporary use by the

Developer for model homes, parking lots and/or sales

offices shall be permitted until the last Lot is sold.

Section 3. Changes in Buildings. No Homeowner shall make

or permit any structural modification or alteration of any building,

except with the prior written consent of the Architectural Control

Board (hereinafter identified) or its successors, and consent may

be withheld if in the sole discretion of the party or parties

requested to give the same it appears that such structural

modification or alteration would effect or in any manner endanger

other Residential Units or would violate any restrictions effecting

the Property. No building shall be demolished or removed

without the additional prior written consent of the Association

and the Developer, or its successor. Developer shall have the

right but shall not be obligated to assign all of its rights and

privileges under this Section 3 to the Association.

Section 4. Building Location. Buildings shall be located

in conformance with the Zoning Code of Palm Beach County, Florida,

and any specific zoning approvals there under, or as originally

constructed on a Lot by Developer or

its successors or assigns. It is the intention of this

paragraph to maintain standards equivalent to those imposed by the

Zoning Code of Palm Beach County; therefore, where a variance or

special exception as to building location or other item has been

granted by the authority designated to do so under said Zoning Code,

said variance or special exception is hereby adopted as an amendment

to this section and any future variance or special exception as to

building location or other item shall constitute an amendment to


this section.

Section 5, Easements.

(a) The Developer hereby reserves for itself, its successors

and assigns, the right to grant easements for fire, sanitation,

police and other municipal services, maintenance of Lots and

improvements thereon, as provided herein, installation and

maintenance of a sprinkler system or systems, cable television lines

and all utilities, over any portion of the Property, provided that

any such easement granted over a Lot previously conveyed shall not

affect any permanent structures constructed on such Lot nor

unreasonably interfere with the use of such Lot. The area of each

Lot covered by an easement and all improvements in the area shall be

maintained continuously by the Homeowner of the Lot or the

Association (if it so decides pursuant to the terms of this

Declaration), except for the installations for which a public

authority or utility company is responsible. Palm Beach County's

Department of Water and Sewer, Florida Power & Light Company,

Southern Bell Telephone 5 Telegraph Company and any other utility or

cable television companies and the Developer, and their successors

and assigns, shall have a perpetual easement for the installation

and maintenance of all underground water lines, sanitary sewers,

storm drains, gas lines, electric and telephone lines, cable

television lines, cables and conduits under and through said utility

easements, and under and through that portion of each Lot beyond the

residential dwelling structure, as such structure may from time to

time be located. Any damage caused to pavement, driveways,

drainage structures, other structures or landscaping in the

installation and maintenance of such utilities shall be

promptly restored and repaired by the utility company whose

installation or maintenance caused the damage. All utilities

within the Property, whether in street rights-of-way or utility

easements, shall be installed and maintained underground.

(b) Fire, police, health, sanitation and other service

personnel and vehicles shall have an easement over and across all Lots

for the purpose of performing their respective functions.


(c) All of the Lots shall be and are singly and

collectively subject to easements for encroachments which now or

hereafter exist or come into being, caused by settlement or movement

of the Residential Units or other improvements, or caused by minor

inaccuracies in construction or reconstructions of such Residential

Units, and other improvements, which encroachments shall be permitted

to remain undisturbed and such easements shall and do exist and shall

continue as valid easements as long as such encroachments stand. A

valid easement for the maintenance of such encroachments is herein

created, so long as such encroachments stand.

(d) Section 6. Nuisances. No obnoxious or offensive

activity shall be permitted upon any Lot, nor shall anything be done

thereon which may become an annoyance or nuisance to the neighborhood.

(e) Section 7. Temporary Structures. No structure o f a

temporary character shall be permitted on any Lot at any time or

used on any Lot at any time as a residence either temporarily or

permanently, except as otherwise specifically provided in this

Declaration. No gas tank, gas container, or gas cylinder shall

be permitted to be placed on or about the outside of any

structures built in the Property or any ancillary building, and

all gas tanks, gas containers and ga s c ylin der s s h all be

inst all ed unde r gro u nd in ev er y instance where gas is used.

In the alternative, gas containers may be placed above ground

if enclosed on all sides by a decorative wall approved by the

Architectural Control Board referred to in Section 12 of this

Article.
Section 8. Signs. No sign of any kind shall

be displayed to the public view on the Property except one

sign of not more than one (1) square foot used to indicate the

name of a resident, or one sign of not more than five (5)

s q u a r e f e e t a d v e r t i s i n g t h e L o t s f o r s a l e o r f o r rent, or

any sign used by the Developer for advertising during the

construction and sales period.

Section 9. Oil and Mining_ Operations. No oil drilling, oil

development operations, oil refining, quarrying or mining

operations of any kind shall be permitted upon or in the Property

nor shall oil wells, tanks, tunnels, mineral excavations or shafts

be permitted upon or in the Propert y . No derrick or other


structure designed for use in boring for oil or natural gas

shall be erected, maintained or permitted upon any portion of the

Property.

Section 10. Pets, Livestock and Poultry. No animals,

livestock, or poultry of any kind shall be raised, bred or kept


on any Lot, except that dogs, cats or other household pets may be

kept, provided that they are not kept, bred or maintained for any
commercial purpose, and provided that they do not become a

nuisance or annoyance to any neighbor. Such permitted pets shall


be kept on a leash at all times when outside of a Residential Unit
and shall not be permitted to have excretions or taken for

walks except in areas designated by the Association.


Section 11. Visibility at Intersections. No obstruc-
tion to visibility at street intersections or other
i n t e r sections shall be permitted.
Section 12. Architectural Control Board. No build-
ing, wall, fence, shades, screens, awnings, patio covers,
decorations, hedges, aerials, antennas, radio or
television broadcasting or receiving devices, slabs,
sidewalks, curbs, gutters, patios, balconies, porches,
driveways or other structure or improvement of any nature
shall be erected, placed or altered on any Lot until the
construction plans and specifications and a plan showing
the location of the structure and landscaping as may be
r e q u i r e d b y t h e A r c h i tectural Control Board have been approved in
writing by the
Architectural Control Board named below. Each building,
wall, fence, etc., or other structure or improvement of any
nature, together with the landscaping, shall be erected,
placed or altered upon the Lot only in accordance with the
plan s and spec ifi cat ions a nd p lot pl an s o appr ove d . Refu sal
to app rov e plans , s peci fic ati on and pl ot pla n, or any of
them , may be base d on any groun d, inclu din g pure ly
aest het ic grou nds , deem ed s uffi cie nt in th e sole and
unco ntr oll ed dis cre t ion of s ai d Arch ite c tura l Con t rol Bo ard .
Upon approval by the Architectural Control Board of any
plans and specifications, a copy of such plans and
specifications, as approved shall be deposited among the
permanent records of such Board and a copy of such plans
and-specifications bearing such approval, in writing,
shall be returned to the applicant. Any change in the
exterior appearance of any building, wall, fence of
other structure or improvements, and any change in the
appearance of the l a n d scaping shall be deemed an alteration
requiring approval. The Architectural Control Board shall have the
power to promulgate such rules and regulations as it deems
necessary to carry out the provisions and intent of this
paragraph. All act ion s of th e Arc hit ect ural Co ntr ol B oar d
shal l be limited by and subordinate to existing restrictions
recorded among the Public Records of Palm Beach County, Florida,
if a n y . T h e A r c h i t e c t u r a l C o n t r o l B o a r d s h a l l c o n s i s t o f
three or more persons which persona shall be appointed by the Class
B Member(s). The Board may designate a representative to act for the
Board, and may employ personnel and c o n s u l t a n t s to act for it.
In the event of death, d i s ab ilit y or r esig nat ion of an y
memb er of the Bo ar d, th e remaining members shall have full
authority to designate a successor. The members of the Board shall
not be entitled to any compensation for services performed pursuant
to this covenant. From and after the date that the Developer no
longer owns any Lots within the Property as supplemented from
time to time pursuant to Article IX below, the Members' Of the
Architectural Control Board shall be elected annually by majority of
the Members of the Association. In the event the members of the
Association shall fail to elect the Architectural Control Board,
then the members of the Board of Directors shall constitute the
Architectural Control Board.

The Board's only obligation is to review plans submitted to them


and they have no duty to inspect any of the p r o p e r t i e s n o r t o
enforce any of these covenants. The members of the Board
shall have no liability whatsoever for any action or inaction on
its part; except if such member engages in gross and willful
misconduct. The Association shall indemnify any member of the Board
who is made a party to, or is threatened to be made a party to, any
claim, suit, proceeding or liability by reason of the fact that he or
she is, or was, such member, to the fullest extent permitted by law,
and the Association may advance expenses incurred in connection with
any such claim, suit, proceeding or liability to any such person
to the fullest extent permitted by law. The Association shall also
have the power to purchase and maintain insurance on behalf of any
person who is or was a member of the Board against any liability
asserted against him in such capacity.
In the event the Architectural Control Board

fails t o approve, modify or disapprove in writing

an a p p l i cation within ninety (90) days after plans

and specifications in writing have been submitted to

it, in accordance with adopted procedures, approval

will be deemed granted, but notwithstanding, all

other conditions and restrictions herein contained or

contained in the By-Laws or Articles of Incorporation shall


remain in full force and effect.

Section 13. Exterior Appearances and Landscaping.

The paint, coating, stain and other exterior finishing

colors on all buildings may be maintained as originally

installed, without prior approval of the Architectural

Control Board, but prior approval by the

Architectural Control Board shall be necessary

before any such exterior finishing color is changed.

The landscaping, including, without limitation, the

trees, shrubs, lawns, flower beds, walkways and ground

elevations, shall be maintained by the Homeowner as

originally installed by the Developer unless the prior

approval for any change is obtained from the Architectural

Control Board. Aluminum foil may not be placed on

windows or glass doors. No Homeowner shall place any

furniture, equipment, or objects of any kind or construct

any structures, slabs or porches beyond the limits of any

building or patio wall unless prior written consent is

obtained from the Architectural Control Board and

t h e D e v e l o p e r . N o Homeowner shall place any objects such

as bicycles, toys, barbeques, etc., on the exterior of any

Lot unless concealed from view of any contiguous road

frontage and any other Res ide n tial U nit s , exce pt,

howe ver , c usto mar y o utdo or furniture.

Section 14. Commercial Trucks Trailers and

Boats. No trucks or commercial vehicles, mobile homes,

motor homes, boats, house trailers, boat trailers or

trailers of every other description shall be permitted

to be parked or to be stored at any place on any Lot

or Common Areas, except only during the periods of

approved construction on such Lot. This prohibition of

parking shall not apply to temporary parking of trucks

and commercial vehicles, such as for pick-up, delivery

and other commercial services. As used in this

Section 14 the word "truck" shall not include any van

with windows to service the rear seats; but the term


"commercial vehicle" shall include any vehicle which

contains any trade or business name or any

advertising whatsoever on the body of such vehicle.

No junk vehicle, or other vehicle in which current

registration plates are not displayed shall be kept on

any lot, or Common Areas, nor shall repair or

extraordinary maintenance of automobiles or other

vehicles be carried out on any Common Areas or

within or upon any Lot. No vehicles of any kind

shall be permitted to be parked on any grass-

covered areas within the Property.

Section 15. Fences. No fence, wall or other

structure shall be erected in the front yard, back

yard, or side yard setback areas, except as

originally installed by Developer or except any

which are approved in writing by the Architectural

Control Board.

Section 16. Garbage and Trash Disposal. No

garbage, refuse, trash or rubbish shall be deposited

on any Lot except in a walled-in area; provided,

however, that the requirements from time to time of Palm

Beach County for disposal of waste or requirements of

any private waste company shall be complied with.

All equipment for the storage or disposal of such

material shall be kept in a clean and sanitary

condition.

Sect ion 1 7. Dry ing Areas . No clo thi ng ,

laun dry or wash shall be aired or dried on any

portion of any Lot in an area exposed to view from any

other Lot which may be contiguous to such Lot.

Section 18. Damage to Buildings. In the event

a Residential Unit is damaged, through act of God or other

casualty, unless the insurance proceeds received with

respect thereto are required to be applied by an Institu-

tional Mortgagee in reduction of its mortgage, that Residen-


tial Unit owner shall promptly cause his Residential Unit to

be repaired and rebuilt substantially in accordance with the

original architectural plans and specifications or any

deviations there from previously approved by the

Architectural Control Board. It shall be the duty of the

Association to enforce such repair or rebuilding of the

Residential Unit to comply with this responsibility. To

accomplish the requirements of this Section, each Homeowner

shall maintain in force and effect a policy of fire and

other casualty insurance in an amount. acceptable to the

Association and with coverage adequate to cover full

replacement cost of any repair or reconstruction work on a

Residential Unit, and the Association shall be named as

additional insured. Copies of policies of such insurance or

certificates evidencing such insurance shall be delivered by

each Homeowner to the Association. Each Homeowner shall

promptly furnish to the Association all renewal notices and

all receipts of paid premiums.


Section 19. Antennae. No television or radio antennas or

towers of any nature shall be erected on any Lot or Common

Area unless prior written approval has been obtained from the

Architectural Control Board, except as may be originally installed

by the Developer.

Section' 20. Employees of the Association. Employees of

the Association and employees, agents, and workmen of the Developer

shall not be required to attend to any personal matters or

business of Members, nor shall they be permitted to leave the

Property on any private business of Members. The uses and

functions of the employees of the Association shall be governed by

the Board of Directors of the Association. In the event services

are provided to Members by any of the employees, agents or workmen

of the Developer or the Association, neither the Developer nor the

Association will assume any responsibility or be liable for, in

any manner, the quality of such services or work provided, nor do

they warrant such services or work. In addition, neither the

Developer nor the Association shall be liable for any injury to

persons or damage to property resulting from any act or omission


by those performing such works or services to Members.

Section 21. Swimming Pools. If a Homeowner places

a swimming pool in his rear yard after obtaining Archi-

tectural Control Board approval, a cartridge type filter

system shall be included in order to avoid the backwash-

ing circle effect which could result in damage to the

landscaping throughout the Property.

ARTICLE VII

Rules and Regulations

Section 1. Compliance by Owners. Every Homeowner


shall comply with all of the covenants set forth in

this Declaration and all additional rules and

regulations adopted by the Association.

Section 2. Enforcement. Failure of any Homeowner to

comply with this Declaration and such rules and regula-

tions shall be grounds for action which may include,

without limitations, an action to recover sums due for

damages, injunctive relief, or any combination thereof.

The Association shall have the right to suspend voting

rights and to suspend the use of Common Areas as

specified in Article IV, Section 2(b) hereof.

Section 3. Fines. In addition to all other

remedies, in the sole discretion of the Board of

Directors of the Association, a fine or fines may be

imposed upon a Homeowner for failure of a Homeowner, his

family, tenants, guests, invitees, or employees to comply

with any provision of this Declaration or rule

or regulation, provided the following procedures are

adhered to:

(a) Notice: The Association shall notify

the Homeowner of the infraction or infractions. Included

in the notice shall be the date and time of the next

Board of Directors meeting at which time the Homeowner

shall present reasons why penalties should not be

imposed.

(b) Hearing. The non-compliance shall be pre-


sented to the Board. of Directors after which the Board

of Directors shall hear reasons why penalties should

not be imposed. A written decision of the Board of

Directors shall be submitted to the Homeowner not later

than twenty-one (21) days after the Board of Director's

meeting.

(c) Penalties. The Board of Directors may impose

special assessments against such Homeowner's Lot, as

follows:

(1) First non-compliance or violation: a

fine not in excess of One Hundred Dollars

($100.00).

(2) Second or subsequent non-compliance or

violation: a fine not in excess of Five Hundred

Dollars ($500.00).

(d) Payment of Penalties: Fines shall be paid

not later than thirty (30) days after notice of the

imposition or assessment of the penalties.

(e) Collection of Fines: Fines shall be treated as

an assessment subject to the provisions for the

collection of assessments as set forth in Article V

hereof.

(f) Application of Penalties: All monies re-

ceived from fines shall be allocated as directed by

the Board of Directors.

(g) Non-exclusive Remedy: These fines shall

not be construed to be exclusive, and shall exist in

addition to all other rights and remedies to which

the Association may be otherwise legally entitled;

however, any penalty paid by the offending Homeowner

shall be deducted from or offset against any damages

whic h the Asso cia tio n may o the rwis e be e ntit led by

law to recover from such Homeowner.


A R T I C L E V I I I

Recreational Area

The Developer reserves the right, but by this

reservation does not incur the obligation, to bring other

land or lands under the provisions of this Declaration by

an amendment hereto, pursuant to Article IX, as open

space for the sole use and benefit of Homeowners, which

shall thereafter be deemed to be included in the Property

covered by this Declaration for all purposes hereof. Said

lands shall be defined to be the "Recreational Area" for

the purposes of this Declaration. The following uses, by

way of example and not limitation, shall be permitted in

the Recreational Area: landscaped green areas, pedestrian

walks, swimming pools, tennis courts, a club house,

accessory buildings related to active or passive

recreational uses. The Recreational Area may not be used

for any residential, commercial or industrial use, except

for easements and rights-of-way for the construction,

operation and maintenance of pipes, lines, mains, wires,

conduits and cables as are required to provide utility

services to the Recreational Area and ingress and egress

to the Recreational Area.

ARTICLE IX

AMENDMENTS
Section 1. Additional P r o p e r t y . Additional

residential property and common areas may be annexed to

the Property with the consent of two-thirds (2/3) of each

class of Members of the Association, provided, however

that the Developer may, without the consent of the Class

A Members, annex into the Property the Phase II Land upon

which are to constructed Residential Units, or the

Recreational Area described in Article VIII, which

annexation may take place at any time within fifteen (15)

years from the date of the recording of this Declaration,


without the consent of the Class A members, or any

lienors or mortgagees. Developer may annex property as

aforesaid by filing an amendment to this Declaration in

the public Records of Palm Beach County, Florida,

executed and acknowledged only by the Developer. After

the expiration of such fifteen (15) year period, the

consent of the Class A Members shall be a prerequisite to

annexation of any property into the Property.

ARTICLE X

OFFER TO SELL OR LEASE

Section 1. Sale, Lease or Rent. Should a

Homeowner wish to sell, lease or rent his Lot, he shall,

before making or accepting any offer to sell, purchase,

lease or rent said Lot, deliver to the Board of Directors,

at the office of the Association, a written notice of his

intent to sell, lease or rent, which notice shall

contain the terms of the offer he has received or

which he wishes to accept, or the terms o f t h e o f f e r

h e i s p r e p a r e d t o m a k e , a n d t h e n a m e a n d address

of the prospective purchaser or tenant, and such

other information as the Board of Directors may

reasonably request. The Board of Directors, within

fifteen (15) days after receiving such notice and

information, shall either consent to the transaction

specified in said notice, or by writt en no t ice to b e

deli ver ed to t he Ho meow ner 's Lot, designate the

Association, one or more persons then Members or any

other person or persons satisfactory to the Board of

Directors who is willing to purchase, lease or rent upon

the same terms as those specified in the Homeowner's

notice. Thereupon, the Homeowner shall either accept

such offer or withdraw and/or reject the offer

specified in his notice to the Board of Directors.


Section 2. Certificate of Approval. In the case of

a sale of a Lot in compliance with the provisions herein,

the Board of Directors shall give to the Homeowner an

instrument in recordable form showing consent of the Board

of Directors of the Association to transfer the

ownership of the Lot. The Board of Directors shall

have the right to charge a reasonable fee for the

expenditures incurred for the approval of such

transactions.

Section 3. Closing of Transaction. If the

Association or its stated designee fails to close

the transaction wi thin th irt y (3 0) d a ys of th e

noti ce de s igna tin g s uch Association or persons, such

failure shall be deemed consent of the Board of Directors

to the transaction specified in the notice and the

Homeowner may consummate the transaction as originally

stated in his notice.

Section 4. Invalidity of Provision. In the event that

the provisions of the foregoing Sections shall be deemed

invalid or illegal as a violation of the Rule Against

Perpetuities, then in that event, the terms and conditions

of the foregoing Sections shall expire twenty-one (21)

years after the date of this instrument.

Section 5. Covenant. No Homeowner shall have the

right to sell, lease, rent, sub-lease or sub-rent his

interest in a Lot or any part thereof, except as expressly

provided for herein.

Section 6. Lease Term. No Lot may be leased or rented

to transient tenants. In this regard the Board of Directors

shall have the right to require that all leases be for

a minimum term of nine (9) months. The liability of the

Homeowner under this Declaration shall continue notwith-

standing the fact that the Homeowner may have leased or

rented said Lot as provided herein.

Section 7. Subject to Declaration. Every purchaser,


tenant or lessee shall take subject to this Declaration and
the By-laws of the Association.

Section 8. Institutional Mortgagee. Notwithstanding

any of the foregoing Sections, an Institutional Mortgagee


holding a mortgage on a Lot, or the Association, upon

becoming the owner of a Lot through foreclosure, or by

deed in lieu of foreclosure, shall not be required to comply

with any of the foregoing Sections of this Article. In

addition the provisions of this Article shall be inapplic-

able to the Developer. Any Institutional Mortgagee of Lots

granted by the Developer may, at its option, succeed to the

rights of the Developer hereunder.


Section 9 . Transfer to Immediate Family. All of the
foregoing Sections of this Article shall not apply to
transfers by a Homeowner to any member of his immediate
family or the conveyance or bequest of the Lot by Will or
under the laws of descent and distribution.
Section 10. Assessments Must be Current. The Board of
Directors may refuse consent for any transfer, sale or lease
of any Lot for which the assessments are not then current.
In such event the Board of Directors shall not be required
to purchase, lease, or select a designee to purchase or
lease said Lot.

ARTICLE XI

General Provisions

Section 1. Duration. The covenants and

r e s t r i c tions hereof shall run with and bind the

Property, and shall inure to the benefit of and be

enforceable by the Developer, the Association or any

Homeowner subject to this Declaration, and their

respective legal representatives, heirs, successors and

assigns for a term of ninety-nine (99) years from the

date this Declaration is recorded, after which time

said covenants shall be automatically extended for

successive periods of ten (10) years each unless an

instrument signed by the then owners of two-thirds

of the Lots has been recorded, agreeing to change said

covenants and restrictions in whole or in part;

provided, however, that no such agreement to change shall

be effective unless made and recorded three (3) years in

advance of the effective date of such change, and unless


written notice of the proposed agreement is sent to every

Homeowner at least ninety (90) days in advance of any

action taken.

Section 2. Notice. Any notice required to be


sent to any Homeowner under the provisions of this
Declaration shall be deemed to have been properly sent
When personally delivered or mailed, postage paid, to the
last known address of the person who appears as Homeowner
on the records of the Association at the time of such
mailing.
Section 3. Enforcement. Enforcement of
these c o v enants and restrictions shall be by any
proceeding at law or in equity against any person
or persons violating or attempting to violate any
covenant or restrictions, either to restrain
violation or to recover damages, and against the
land to enforce any lien created by these
covenants; and failure by the Developer, the
Association or any Homeowner to enforce any
covenant or restriction herein contained shall in
no event be deemed a waiver of the right to do so
thereafter. These covenants may also be enforced by
the Developer, the Association, any Homeowner or the
Architectural Control Board. All coats or
enforcement, including, bu t not lim ite d to, a ll
atto rne ys' fee s, cos ts of collection and cost of
appeals, shall be the responsibility of the party
violating said covenant or restriction.

Section 4. Severability. Invalidation of any


o n e of these covenants or restrictions by judgment or
court order shall in no way affect any other
provisions which shall remain in full force and effect.

Section 5. Status of Association Following

Dissolution. In the event that the Association is

dissolved, for whatever reason, and the Common Areas are

not dedicated to any other association or public

entity, the Association shall nevertheless continue to

exist as an unincorporated membership organization and the

owners of Lots within the Property shall continue to be

subject to its lien rights in the same manner as is set

forth in this Declaration.


Section 6. Membership in Boca del Mar Improvement

Association. By virtue of the Declaration of

Restrictions relating to Tract 1, Boca del Mar No. 5,

recorded in Book 2328, Page 595 of the Official Records of

Palm Beach County, Florida, all Homeowners shall also be

members of the Boca del Mar Improvement Association, which is

a homeowners' association for the owners of residential

units in Boca del Mar subdivision. Reference is made to said

Declaration of Restrictions setting forth the rights and

obligations of members of said association.


Section 7. Effective Date. This Declaration

shall become effective upon its recordation in the

Public Records of Palm Beach County, Florida.

IN WITNESS WHEREOF, this instrument has been

duly executed and sealed this 26th day of July , 1982.

DEL PRADO CIRCLE PROPERTIES,


LTD.-I

Ronald A. Kris

i li i i

STATE OF FLORIDA
SS:
COUNTY OF PALM BEACH )

The foregoing instrument was acknowledged before

me this 26th day of July , 1982, by as general partner of

DEL PRADO CIRCLE PROPERTIES, LTD.-I, a Massachusetts limited


partnership.

Ronald A. Kris
Notary Public

My Commission Expires: (SEAL)NOTARY PUBLIC STATE OF FLORIDA AT LAN, MY COMMISSION expires


May 1, 1985; Bonded thru General Ins., Underwriters

-38-
CONSENT OF MORTGAGEE

The undersigned hereby certifies that it is the holder of


a Mortgage encumbering the property described on Exhibit "A"
of the foregoing Declaration, which mortgage is recorded in
Book 3675, Page 308 of the Official Records of Palm Beach
County, Florida, and hereby consents to the recordation of the
foregoing Declaration.

IN WITNESS WHEREOF, the undersigned bank has caused this


Consent to be executed by its Senior Vice President

on this 26th day of August , 1982.

THE BANK OF MIAMI

By:Alfonso Rosselli, Senior Vice President

STATE OF FLORIDA
SS
COUNTY OF DADE
Before me personally appeared Alfonso Rosselli , to me
well known and known to me to be the individual described in and
who executed the above Consent as Senior Vice President of THE BANK OF
MIAMI, a Florida bank, and acknowledged to and before me that
he executed such instrument as such Senior Vice Pres. , and
that said instrument is the free act and deed of said bank.

WITNESS my hand and seal this 26th day of August 1982,

• i•

Eva Lopez
Notary Public, State of Florida
My Commission expires: Notary Public. State of Florida at Large
My Commission Expires February 26, 1984
Bonded thru Maynard Bonding Agency
CONSENT OF MORTGAGEE

The undersigned hereby certifies that it is the holder of a

Mortgage encumbering the property described on Exhibit "A" Of

the foregoing Declaration, which mortgage is recorded in Book

3675, Page 308 of the Official Records of Palm Beach County,

Florida, and hereby consents to the recordation of the foregoing

Declaration.

IN WITNESS WHEREOF, the undersigned general partnership

has caused this Consent to be executed by its general partner

on this 19th day August


of —, 1982.

CASA DEL MAR, a Florida


general partnership

By:
Marvin Robinson, General Partner
STATE OF FLORIDA

SS
COUNTY OF BROWARD

Before me personally appeared MARVIN ROBINSON, to

me well known and known to me to be the individual described in

and who executed the above Consent as General Partner of CASA DEL

MAR, a Florida general partnership, and acknowledged to and before

me that he executed such instrument as such General Partner, and

that said instrument is the free act and deed of said partnership.

WITNESS my hand and seal this 14th day of August 1982.

Harriet Samar
Notary Public, State of Florida
My Commission expires:

Notary Public State of Florida at Large

My Commission expires. DEC 13 1983

Bonded thru General (?)Underwriter


EXHIBIT A

Legal Description:

Lots 1 thru 75, Tracts B thru R, Tracts L-1 and 2,


and Tract M of SOLIMAR AT BOCA DEL MAR - PHASE I
a Plat of a portion of Section 21,- Township 47 South,
Range 42 East, (also being a rapist of a portion of
Tract 1, of BOCA DEL MAR NO. 5, as recorded in Plat
Book 30, pages 127 and 128 of the Public Records of
Palm Beach County, Florida) as recorded in Plat Book
44, page 131 of the Public Records of Palm Beach County,
Florida.
EXHIBIT D
ARTICLES OF INCORPORATION

O F

SOLIMAR HOMEOWNERS'

ASSOCIATION, INC.

The undersigned subscribers, desiring to form a corpor-

ation not for profit under Chapter 617, Florida Statutes, as

amended, hereby adopt the Articles of Incorporation herein-

after set forth. The terms used in these Articles which are

not def ine d he rei n s hall ha ve the res pec tive me ani n g s

attributed to them in the Declaration referred to below.

ARTICLE I

NAME

The name of the corporation shall be SOLIMAR HOME-

OWNERS' ASSOCIATION, INC. (the "Association").

ARTICLE II
PURPOSES AND POWERS
The Association does not contemplate pecuniary gain

or profit to its Members. The specific purposes for which

it is formed are (i) to provide for the maintenance,

preservation and architectural control of the Lots located

on the land described in Exhibit A hereto (the "Property"),

the Residential Units constructed thereon, and the Common

Areas, for the mutual advantage and benefit of the Members

of the Association, and (ii) to promote the health, safety

and welfare of the owners of the Lots in the Property and

any additions thereto as may hereafter be brought within the

jurisdiction of this Association. For such purposes, the

Association shall have and exercise the following authority

and powers.

The Association shall have the power:


A. To exercise all of the powers and privileges

and to perform all of the duties and obligations of the

Association as set forth in that certain Declaration of


Restrictions and Homeowners' Association Covenants for

SOLIMAR (the `Declaration') applicable to the Property and

recorded or to be recorded in the Public Records of Palm

Beach County, Florida, and as the same may be amended from

time to time as therein provided, said Declaration being

incorporated herein as if set forth in detail.

B. To contract for the management of the Association

and to delegate to the party with whom such contract has

been entered the powers and duties of the Association except

those which require specific approval of the Board of

Directors or Members of the Association.

C. The Association shall have all of the common law

and statutory powers of a corporation not for profit which are

not in conflict with the terms of these Articles and the

Declaration.

ARTICLE III

MEMBERS
Section 1. Membership. Every person or entity who is a

record owner of a fee or undivided fee interest in any Lot

shall be a Member of the Association, provided that any such

person or entity who holds such interest merely as a security

for the performance of an obligation shall not be a member.

Section 2. Voting Rights. The Association shall have

two classes of voting membership.

Class A. Class A Members shall be all Homeowners with

the exception of the Developer. Class A Members shall be

entitled to one vote for each Lot in which they hold

the interests required for membership by Section 1 of

this Article III, except as otherwise specifically

provided in the Declaration. When mote than one person

holds such interest or interests in


any Lot, all such persona shall be Members, and the

vote for such Lot shall be exercised as they among

themselves determine, but in no event shall more than

one vote be cast with respect to any such Lot, except

as otherwise provided in the Declaration. When an

entity (i.e., a corporation, company or partnership)

holds an interest in any Lot, such entity must desig-

nate in writing to the Association the name of the

individuals who will occupy such Lot and be designated as

a voting Member of the Association.

Class B. The Class B Member shall be the Devel-

oper. The Class B Member shall be entitled to three

votes for each Lot in which it holds the interest

required for membership by Section 1 of this Article

III. The Class B membership shall cease and be con-

verted to Class A membership on the happening of either of

the following events, whichever occurs earlier:

a. When total votes outstanding in Class A

membership exceed the total votes outstanding

in Class B membership; or

b. January 1, 1986.
Section 3. Meetings of Members. The By-Laws of the

Association shall provide for an annual meeting of Members, and

may make provision for regular and special meetings of Members

other than the annual meeting,

ARTICLE. IV
CORPORATE EXISTENCE
The Association shall have perpetual existence.

ARTICLE V

BOARD OF DIRECTORS
Section 1. Management by Directors. The property,

business and affairs of the Association shall be managed by a

Board of Directors, which shall consist of not leas than

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two (2) persons, but as many persona as the Board of Directors

shall from time to time determine. The By-Laws shall provide for

meetings of directors.

Section 2. Original Board of Directors. The names and

addresses of the first Board of Directors of the Association,

who shall hold office until Class B membership has ceased and

been converted to Class A membership, are as follows:

NAME ADDRESS

Luis Ramos-Izquierdo, Jr. 1333 Coral Way, Suite 102


Miami, Florida 33145
Federico F. Sanchez 1333 Coral Way, Suite 102
Miami, Florida 33145
Section 3. Election of Members of Board of Directors.

Except for the first Board of Directors, directors shall be

elected by the Members of the Association at the annual meeting

of the membership as provided by the By-Laws of the Association,

and the By-Laws may provide for the method of voting in the

election and for removal from office of directors. All

directors, other than the directors elected by the Developer,

shall be Members of the Association.

Section 4. Duration of Office. Members elected to the Board

of Directors shall hold office until the next succeeding annual

meeting of Members, and thereafter until qualified successors

are duly elected and have taken office.

Section 5. Vacancies. If a director elected by the general

membership shall for any reason cease to be a director, the

remaining directors so elected may elect a successor to fill the

vacancy for the balance of the unexpired term.


. ARTICLE VI

OFFICERS

Section 1. Officers Provided For. The Association

shall have a President, a Vice President, a Secretary and a

Treasurer, and such other officers as the Board of Directors

may from time to time elect.

Section 2. Election and Appointment of Officers. The

officers of the Association, in accordance with any applic-

able provision of the By-Laws, shall be elected by the Board

of Directors for terms of one year and until 'qualified

successors are duly elected and have taken office. The

By-Laws may provide for the method of voting in the elec-

tion, for the removal from office of officers, for filling

vacancies, and for the duties of the officers. The Presi-

dent and Vice President each shall be a director; other

officers may or may not be directors of the Association. If

the office of President shall become vacant for any reason, or

if the President shall be unable or unavailable to act, any

Vice President shall automatically succeed to the office or

perform its duties and exercise its powers. If any

office other than that of the President shall become vacant

for any reason, the Board of Directors may elect or appoint

an individual to fill such vacancy.

Section 3. First Officers. Subject to the direction_

of the Board of Directors, the affairs of the Association

shall be administered by its officers, as designated in

the By-Laws of the Association. Said officers shall serve

at the pleasure of the Board of Directors. The names and

addresses of the officers who shall serve until the first

annual meeting of the Board of Directors, are as follows:


Office Name Address

President

V i c e
President

Secretary

Treasurer

ARTICLE VII

BY-LAWS

The Board of Directors shall adopt By-Laws, consistent

with these Articles of Incorporation. Such By-Laws may be

altered, amended or repealed by the membership or the

Developer in the manner set forth in the By-Laws and the

Declaration.

ARTICLE VIII

AMENDMENTS
Section 1. Amendments to these Articles of Incorpora-

tion shall be proposed and approved by the Board of Directors

and thereafter submitted to a meeting of the membership of the

Association for adoption by a majority of the membership

attending a duly called meeting of the Association, except as

otherwise specifically provided in the Declaration. If

adopted, a certificate of amendment executed by the duly

authorized officers of the Association shall then be recorded

in the Public Records of Palm Beach County, Florida.

Section 2. In case of any conflict between these

Articles of Incorporation and the By-Laws, these Articles

shall control; and in the case of any conflict between these

Articles of Incorporation and the Declaration, the Declaration

shall control.

ARTICLE IX

SUBSCRIBERS

The names and addresses of the subscribers to these

Articles of Incorporation are:


Name Address
Federico F. Sanchez 1333 Coral Way, Suite 102A
Miami, Florida 33145
Luis Ramos-Izquierdo, Jr. 1333 Coral Way, Suite 102A
Miami, Florida 33145

ARTICLE X
INDEMNIFICATION

The Association shall indemnify any person who is made a


party or is threatened to be made a party to any claim,
suit, proceeding or who incurs any liability by reason of
the fact that he is or was a director, officer, employee,
agent or representative- of the Association to the fullest
extent permitted by law, and the Association may advance
expenses to any such person to the fullest extent permitted
by law. The Association shall also have the power to
purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, agent or represen-
tative of the Association against any liability asserted
against him in any such capacity.

IN WITNESS WHEREOF, the said subscribers have


hereunto set their hands this day of , 1982.

Federico F. Sanchez

Luis Ramos-Izquierdo, Jr.


STATE OF FLORIDA )
) S.S.
COUNTY OF DADE

The foregoing instrument was acknowledged before me this

day of __________ , 1982, by Federico F. Sanchez.

Notary Public

My Commission Expires:

STATE OF FLORIDA )
) S.S.
COUNTY OF DADE

The foregoing instrument was acknowledged before

me this day of ____________ , 1982, by Luis Ramos-

Izquierdo, Jr.

Notary Public
My Commission Expires:
EXHIBIT E
BY-LAWS

OF

SOLIMAR HOMEOWNERS' ASSOCIATION, INC.

A FLORIDA CORPORATION NOT FOR PROFIT

Article I - Identity

These are the By-Laws of SOLIMAR HOMEOWNERS' ASSOCI-

ATION, INC. (the "Association"), a Florida corporation not

profit, the purpose of which is to administer the

property subject to the DECLARATION OF RESTRICTIONS AND

HOMEOWNERS' ASSOCIATION COVENANTS for SOLIMAR dated the

day of __________________ , 1982, to be r e c o r d e d in the Public

Records of Palm Beach County, Florida (the "Declaration").

1.1 Office. The office of the Association shall be in

c/o Ronald A. Kriss, Egg., Valdes-Fauli, Richardson Cobb,

P.A., 1401 AmeriFirst Building, One S. E. 3rd Avenue, Miami,

Florida 33131 or such other place as may be designated by

the Board of Directors.

1.2 Seal. The seal of the corporation shall bear the

name of the corporation, the word "Florida", the words

"Corporation Not for Profit" and the year of incorporation.

Article II – Definitions

The following words when used in the By-Laws and

the Articles of Incorporation (unless the context shall

prohibit), shall have the following meanings:

(a) "Association" shall mean and refer to

SOLIMAR HOMEOWNERS' ASSOCIATION, INC., a Florida corp-

oration not for profit, which is to be incorporated.

(b) " Common Are as" shall me an and re fer t o: All

of the Property, as defined hereinbelow, less and

except all Lots, as defined hereinbelow, except as

otherwise specified in this paragraph (b), and such

additional parcels of land as may from time to time be

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designated by Developer, as hereinafter defined, as

Common Areas, each such de signation to be by recorde d

instrument. "Common Areas" shall also include any

improve ments within the Property, defined hereinbelow,

including, without limitation, all structures (except

Residential Unite), recreational facilities, open space and

landscaping thereon, private streets, sidewalks, street

lights, sprinkle r systems, and e ntrance fe atures, and

all personal property used in connection with the above

owned or leased by the Association, but excluding any

p u b l i c u t i l i t y i n s t a l l a t i o n s t h e r e on.

(c) "Developer" shall mean Del Prado Circle

Properties, Ltd. - I and its successors and assigns.

(d) "Homeowner" shall mean and refer to the

re cor d owne r, whe the r one or more per sons or e ntit ie s, o f t h e

fee simple title to any Lot as defined herein.

(e) "Lot" shall mean and refer to that portion o f

t h e P r o p e r t y d e s c r i b e d i n A r t i c l e I I a n d a n y por tion

shown upon any re subdivision of such pr ope rty which h as

be e n assig ned a lot and block n umbe r on t he p l a t o f s u c h

p r o p e r t y , o r i s d e s c r i b e d b y m e t e s a n d bounds, and upon

which can be constructed a Residential Unit as defined below.

(f) "Member" shall mean and refer to all those

owners of Lots who are members of the Association.

(g) " T h e P r o p e r t y " s h a l l m e a n a n d r e f e r t o t h e real

property described in Exhibit "A".

(h) "Residential Unit" shall mean and refer to any

detached single-family residence, or any other

residential unit designated and intended for use by a

single family, the construction of which has been

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completed as evidenced by the issuance of a certificate of
occupancy or its equivalent issued by the appropriate
governmental authority.
(i) "Board of Directors" shall mean and refer to the
Board of Directors of SOLIMAR HOMEOWNERS' ASSOCIA-
TION, INC.

Article III - Members

3.1 Qualification. The members of the Association shall


be as set forth in Article III, Section 1, of the Articles of
Incorporation of the Association.
3.2 Change of membership. Change of membership in the
Association shall be established by recording in the Public Records
of Palm Beach County, Florida: (i) a deed or other
instrument establishing a record title to a Lott and (ii) an
instrument showing consent of the Board of Directors to transfer
the ownership to a Lot; the Homeowner designated by such
instruments thereby becoming a Member. The membership of
the prior Homeowner shall be thereby terminated.
3.3 Voting Rights. The voting rights of each Member shall
be as set forth in Article III, Section 2 of the Articles of
Incorporation of the Association, and the manner of exercising
such voting rights shall be determined by these By-Laws. The
term "majority" as used in these By-Laws in reference to voting by
Members, and the Board of Directors, means more than fifty
(50%) percent.
3.4 Voting Certificates. If a Lot is owned by one person, his
right to vote shall be established by the record title to such property.
If a Lot is owned by more than one person, the person entitled to
cast the vote for such property shall be designated by a certificate
signed by all

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of the record owners of such property and filed with the

Secretary of the Association. If such a certificate is not

on file, the vote for such property shall not be considered

for any purpose whatsoever. If a Lot is owned by a

corporation or other business entity, the person entitled to

cast the vote for such property shall be designated by a

certificate of appointment signed by the President or Vice-

President and attested by the Secretary or Assistant

Secretary of the corporation or similar officers of any

other business entity and filed with the Secretary of

the Association. Such certificate shall be valid until

revoked or until superseded by a subsequent certificate or

until a change in the ownership of the property

concerned. A certificate designating the person entitled to

cast the vote of such property may be revoked by any owner

thereof.

3.5 Approval or Disapproval of Matters.

Whenever the decision of a Member is required upon

any matter, whether or not the subject of an Association

meeting, such decision shall be expressed by the same

person who would cast the vote of such Member if at an

Association meeting, unless the joinder of record owners is

specifically required by the Covenants or these By-Laws.

Article IV - Members' Meetings

4.1 Annual Members' Meeting. The annual


Members' meeting shall be held at the office of the
Association, at 7:30 P.M. on the second Tuesday of
January of each year, or at such other date, time and
place during the month of January as shall be designated by
the Board of-Directors for the purpose of electing
directors and of transacting any other business
authorized to be transacted by the

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Members; provided, however, if that day is a legal holiday,

the meeting shall be held at the same hour on the next day.

The annual meeting may be waived by a unanimous

agreement of the Members in writing. .

4.2 Notice of Annual Members' Meetings.

N o t i c e of the annual Members' meeting stating the time

and place and the objects for which the meeting is

called shall be given unless waived in writing. Such

notice shall be in writing and furnished to each Member not

less than fourteen (14) days nor more than sixty (60) days

in advance of the date of the meeting. The notice to

each Member shall be furnished by mailing the same

to each. Member at his address as it appears on the

books of the Association. Notice of meetings may be waived

either before or after the meeting, in writing. If

assessments against Members are to be considered for any

reason at such annual meeting, the notice shall specifically

contain a statement that assessments will be considered and

the nature of such assessments.

4.3 Special Members' Meeting. Special Members'


meetings shall be held whenever called by the President

or by a majority of the Board of Directors and must be

called by such directors upon receipt of a written request

from Members entitled to cast a majority of the votes of the

entire membership.

4.4 Notice of Special Members' Meetings. Except

in the event of an emergency, notice of a special meeting

stating the time, place and object thereof, shall be served

upon or mailed to each Member entitled to vote thereat, at

such address as appears on the books of the Association, at

least five days prior to such meeting. Notice of a special

meeting may be waived either before or after the meeting, in

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writing. If assessments against Members are to be consid-

ered for any reason at a special meeting, the notice shall

specifically contain a statement that assessments will be

considered and the nature of such assessments.

4.5 Quorum. A quorum at Members' meetings

shall consist of the presence of a majority of the Member's

entitled to vote present in person or by proxy at a duly

called meeting. The acts approved by a majority of those,

present in person or by proxy at a meeting at which a quorum is

present shall constitute the acts of the Members, except when

approval by a greater number of Members is required by the

Covenants, the Articles of Incorporation or these By-

Laws. The joinder of a Member in the action of a meeting by

signing and concurring in the minutes thereof shall

constitute the presence of such Member for the purpose of

determining a quorum.

4 . 6 P r o x ie s. V o te s m ay be c a s t i n pe r s o n or b y

proxy. Proxies may be made by any Member entitled to

vote and shall be valid only for the specific meeting for

which originally given and any lawfully adjourned meetings

thereof. In no event shall any proxy be valid for a period of

longer than ninety (90) days after the date f the first meeting

for which it is given. Every proxy shall be revocable at any

time at the pleasure of the Member executing it. Proxies

shall be filed with the Secretary before the appointed time of

the meeting.

4.7 Adjourned Meetings. If any meeting of

Members cannot be organized because a quorum has not

attended, the Members who are present, either in person or by

proxy, may adjourn the meeting from time to time until a

quorum is present.

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4.8 Order of Business. The order of business at
annual Members' meetings, and as far as practical at all
other Members' meetings, shall be:

(a) Calling of the roll and certifying of proxies.


(b) Proof of notice of meeting or waiver of notice.
(c) Reading and disposal of any unapproved
minutes.

(d) Reports of officers.


(e) Reports of committees.
(f) Elections.

(g) Unfinished business.


(h) New business.

(i) Adjournment.

Article V - Board of Directors

5.1 Membership. The affairs of the Association shall be


managed by a Board of Directors as set forth in the Articles of
Incorporation. Each Director shall be a person entitled to cast a
vote in the Association, except as otherwise provided in the
Covenants, Articles of Incorporation or these By-Laws.

5.2 Election of Directors.


(a) Members of the Board of Directors shall be
elected by a majority vote of the Members present in person or
by proxy at the annual meeting of the Members of the
Association, and entitled to vote.

(b) Except as to vacancies provided by removal of


Directors by Members, vacancies on the Board of Directors
occurring between annual meetings of Members shall be filled

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by the remaining Directors. Notwithstanding the foregoing,
the Developer shall have the right to fill any vacancies
caused by the death or resignation of any Director elected
by the Developer.
(c) Any Director not elected by the Developer
may be removed by the vote or agreement in writing of
a majority of all of the Class A Members of the Association.
A special meeting may be called by Class A Members
holding ten (10%) percent of the votes of Class A Members
for that purpose. Notice shall be given or waived as provided
herein for special members meetings and shall state the
purpose of the meeting. The vacancy on the Board of
Directors so created shall be filled by the Members of the
Association of the same meeting.
(d) Notwithstanding any of the foregoing, the
Developer shall be vested with the power to designate the
initial Board of Directors and their successors until the
first election of all Board members by Association Members
other than the Developer.
5.3 Term. Except for Directors named by the
Developer, the term of each Director's service shall
extend until the next annual meeting of the Members and
thereafter until his successor is duly elected and qualified,
or until he is removed in the manner elsewhere provided.
The terms of Directors named by the Developer shall be
determined by the Developer.
5. 4 O r ga n i z a t i o nal M eeti ng. Th e
or g ani z at i onal meeting of a newly elected Board of
Directors shall be held within ten (10) days of their
election at such place and time as shall be fixed by the
Directors at the meeting at which they were elected, and no
further notice of the organizational meeting shall be
necessary.

5.5 Regular Meetings. Regular meetings of the Board


of Directors may be held at such time and place as shall be
determined, from time to time, by a majority of the Directors.
Notice of regular meetings shall be given to each Director,
personally or by mail, telephone or telegraph at least three (3)
days prior to the day named for such meeting.

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5.6 Special Meetings. Special meetings of the Directors
may be called by the President and must be called by the
Secretary at the written request of two-thirds (2/3) of the
Directors. Except in an emergency, not less than three (3) days
notice of the meeting shall be given personally or by mail,
telephone or telegraph, which notice shall state the time, place
and purpose of the meeting.
5.7 Waiver of Notice. Any Director may waive notice of a
meeting before or after the meeting and such waiver shall be
deemed equivalent to the giving of notice.
5.8 Quorum. A quorum at Directors' meetings shall
consist of a majority of the entire Board of Directors. The
acts approved by a majority of those present at a meeting
at which a quorum is present shall constitute the act of
the Board of Directors, except where approval by a
greater number of Directors is required by the Covenants,
the Articles f Incorporation or these By-Laws.
5.9 Adjourned Meetings. If at any meetings of the
Board of Directors there be less than a quorum present,
the majority of those present may adjourn the meeting
from time to time until a quorum is present. At any
adjourned meeting any business which might have been
transacted at the meeting as originally called may be
transacted without further notice.

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5.10 Joinder in Meeting by Approval of Minutes. The
joinder of a Director in the action of a meeting by signing and
concurring in the minutes thereof shall constitute the presence of
such Director for the purpose of determining a quorum.

5.11 Directors' Meetings. Meetings of the Board of


Directors shall be open to Members, and notices of such meetings
shall be posted conspicuously forty-eight (48) hours in advance
of such meetings for the attention of Members, except in an
emergency.

5.12 Presiding Officer. The presiding officer of Directors'


meetings shall be the President. In the absence of the President,
the presiding officer of Directors' meetings shall be the Vice-
President. In the absence of President and Vice-President, the
Directors present shall designate one of their number to preside.

5.13 Directors' Fees. Directors' fees, if any, shall be determined


by the members of the Association; provided, Directors designated
or elected by the Developer shall never under any circumstances
be entitled to Directors' fees.

Article VI - Powers and Duties of Board of Directors.

All of the powers and duties of the Association existing


under the Covenants, the Articles of Incorporation and these By-
Laws shall be exercised exclusively by the Board of Directors, its
Agents, contractors or employees, subject only to approval by
Members when such is specifically required. Such powers and
duties of the Directors shall include but not be limited to the
following, subject, however, to the provisions of the Covenants,
Articles of Incorporation and these By-Laws:

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6.1 Assess. To make and collect assessments against
Members to defray to costs and expenses of the Association.
6.2 Disburse. To use the proceeds from assessments in the
exercise of its powers and duties.
6.3 Maintain. To maintain, repair, replace and operate
the Common Areas.
6.4 Insure. To purchase insurance upon the Common
Areas and insurance for the protection of the Association and its
Members.
6.5Reconstruct. To reconstruct improvements after
casualty and further improve the Common Areas.
6.6 Regulate. To make and amend reasonable rules
and regulations respecting the use of the property.
6.7 Management Contract. To contract for the main-
tenance, management or operation of the Common Areas
and to authorize a management agent to assist the Association in
carrying out its powers and duties by performing such functions
as the submission of proposals, collection of assessments,
preparation of records, enforcement of rules and maintenance,
repair and replacement of the Common Areas with funds as shall be
made available by the Association for such purposes. The
Association and its officers may delegate its
powers and duties except to the extent prohibited by
the Covenants, the Articles of Incorporation, and
these By-Laws.
6.8 Payment of Liens. To pay taxes, assessments, and
fines which are liens against any part of the Common Areas and

to assess the same against the property subject to such liens.


6.9 Enforcement. To enforce by legal means provisions of the
Covenants, the Articles of Incorporation, the By-Laws and the

regulations for the use of the Property.

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6.10 Utilities. To pay the cost of all power, water, sewer and

other utility services rendered to the Association and not

separately billed to Members.

6.11 Employment. To employ personnel for reasonable

compensation to perform the services required for proper

administration of the purposes of the Association.

Article VII - Officers


7.1 Officers and Election. The executive officers of the

Association shall be a President, Vice-President, a Treasurer, and

a Secretary, all of whom shall be elected annually by the Board of

Directors and who may be peremptorily removed by vote of the

Directors at any meeting. Any person may hold two or more

offices except that the President shall not also be the

Secretary. The Board of Directors shall from time to time elect

such other officers and designate their powers and duties as the

Board shall find necessary to properly manage the affairs of the

Association.

7.2 President. The President shall be the chief ex-

ecutive officer of the Association. He shall have all of the

powers and duties which are usually vested in the office of

President of an Association, including but not limited to the

power to appoint committees from among the Members from

time to time, as he may in his discretion determine appropriate,

to assist in the conduct of the affairs of the Association. He shall

serve as chairman of all Board and Members' meetings.

7.3 Vice-President. The Vice-President shall act in the

place and stead of the President in the event of his absence,

inability or refusal to act, and shall exercise and discharge such

other duties as may be required of him by the Board.

7.4 Secretary. The Secretary shall keep the minutes of

all proceedings of the Directors and the Members. He

-12 -
shall attend to the giving and serving of all notices to the

Members and Directors and other notices required by law. He

shall keep the records of the Association and shall perform

all other duties incident to the office of Secretary of an

Association and as may be required by the Directors or the

President. The duties of the Secretary may be fulfilled by a

manager employed by the Association.

7.5 Treasurer. The Treasurer shall have custody of

all property of the Association, including funds, securities and

evidences" of indebtedness. He shall keep the books of the

Association in accordance with good accounting practices and

provide for collection of assessments; and he shall

perform all other duties incident to the office of Treas-

urer. The duties of the Treasurer may be fulfilled by a

manager employed by the Association.

7.6 Compensation. The compensation, if any, of

all officers shall be fixed by the Members at their

annual meeting. No officer who is a designee of the

Developer shall receive any compensation for his services as

such.

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7.7 Indemnification and Insurance of Directors and Officers.
Every Director and every officer of the Association shall be
indemnified by the Association against all expenses and
liabilities, including counsel fees, reasonably incurred by or
imposed upon him in connection with any proceeding
to which he may be a party or in which he may become
involved by reason of his being or having been a Director
or officer of the association, whether or not he is a Director
or officer at the time such expenses are incurred, except
in such cases wherein the Director or officer is adjudged
guilty of willful misfeasance or malfeasance in the
performance of these duties. The foregoing right of
indemnification shall be in addition to and not exclusive of
all other rights to which such Director or officer
may be entitled. The Board of Directors may, and
shall if reasonably available, purchase liability
insurance to insure all Directors, officers or
a g e n t s , p as t a n d p r e s e nt a g a i ns t a l l e x pen s e s a n d
l i a b i l i tie s a s se t f or th a b o ve . Th e p re m iu m s for
such insurance shall be paid by the Members as a
part of the expenses of the Association.

Article VIII - Fiscal Management

The provisions for fiscal management of the


Association set f o r t h i n t h e D e c l a r a t i o n s h a l l b e
s u p p l e m e n t e d b y t h e , following provisions:

8.1 Accounts. The receipts and expenditures


o f t h e Association shall be credited and charged to
accounts under t h e following classifications as
shall be appropriate:

(a) Current Expenses. Current expenses


shall include all receipts and expenditures to be made
within the ye ar for whi ch the re ce ipts are bud ge te d
and may i nclude a reasonable allowance for
contingencies and working funds. T h e b a l a n c e i n t h i s
fund at the end of each year shall be applied to
r e d u c e t h e a s s e s s m e n t s f o r c u r r e n t e x p e n s e f o r the
succeeding year or to fund reserves.

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(b) Reserves. The following reserves may be

established in the discretion of the Board of


Directors. Any or no amount may be budgeted for such
reserves, in the sole discretion of the Board of Directors.
(1)Reserve for taxes and other
contingencies. Reserve for taxes and other contingencies
shall include funds to be used to pay taxes, the exact amount
of w h i c h m a y n o t b e k n o w n w h e n t h e r e s e r v e f u n d
is established, and to pay for other
contingencies.
(2)Betterments. Reserve f o r betterments
shall include funds to be used for capital expenditures for
additional improvements or additional personal property that
will be part of the Common Areas.

8.2 Budget. The Board of Directors shall adopt .a


budget for each fiscal year which shall include the estimated
funds required to defray the current expenses and shall
provide funds for the foregoing reserves, except as otherwise
provided. A copy of the proposed annual budget of expenses
shall be mailed to the Members not less than thirty (30)
days prior to the meeting of the Board of Directors at which
the budget will be considered. The Members shall also be
given written notice of the time and place at which the Meeting
shall be held, and such Meeting shall be open to the Members.

8.3 Excess Assessments in Fiscal Year.


Recognizing that it is extremely difficult to adopt a budget
for each calendar year that exactly coincides with the actual
expenses during that year, the Board of Directors, at the
annual meeting of Members, shall report the amount,
if any, by which assessments for the preceding fiscal year
to date have exceeded the expenditures of the
Association. Such excess shall be applied automatically
against the following year's assessments, unless the
Members, by a vote of seventy-five percent (75%) of
those present in person or by proxy, vote to return the
excess to the Members.

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8.4 Assessments. Assessments against Members for
their shares of the items of the budget shall be made in
advance on or before December 20 preceding the year for
which the assessments are made. Such assessments
shall be due in four (4) equal quarterly installments, each of
which shall come due on the first day of January, April, Jul y
and Octobe r of the year for whic h the assessme nts
are made, or in annual or monthly installments if so
determined b y t h e B o a r d o f D i r e c t o r s . I f a n a n n u a l
a s s e s s m e n t i s n o t made as required, an assessment
shall be presumed to have b e e n m a de i n t he a mo u n t
o f t he l a st p r i o r a s se ss me n t a n d quarterly payments
the re on shall be due upon the first day of each
quarter until changed by an amended assessment. In
the e ve nt the annual asse ssme nt prove s to be
i n s u f f i c i e n t, the budget and assessments may be
amended at any time by the Board of Directors. The
unpaid assessment for the remaining portion of the
fiscal year for which the amended assessment i s
made shall be due on the first day of the quarter
n e x t succeeding the quarter in which such amended
assessment is m a d e o r a s o t h e r w i s e p r o v i d e d b y t h e
B o a r d o f D i r e c t o r s . The first asse ssme nt shall be
de te rmine d by the firs t Board as provided by the Board
of Directors.
8.5 Acceleration of Assessment Installments
Upon Default. If a Member does not pay an
installment of an assessment within fifteen (15)
days after the due date, a late fee in the amount
o f t e n p e r c e n t ( 1 0 % ) o f t h e u n p a i d installment of
an assessment shall be charged. I f a Member d o e s
not pay an installment of an assessment due to
t h e Association within thirty (30) days from the
time it becomes due, the Member shall be deemed to
be in default. Upon such default, the Board of
Directors may accelerate the remaining
installme nt s of the asse ssme nt upon notice to the
Me mbe r, and then all unpaid installments shall
become due upon the d a t e s t a t e d i n t h e n o t i c e ,
but not less than five (5) days after delivery of
the notice to the Member. Thereafter, the

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A s s o c i a ti o n m a y e n f o rc e i t s l ie n f o r a s se s sm e nt s
i n a c c o rdance with the terms of the Covenants.
8.6 D e po s i t o r y . The depository of the Association
will be such banks or savings and loan
a s s o c i a t i o n s a s shall be designated from time to
time by the Board of Directors and in which the
withdrawal of monies from such accounts shall be only by
checks signed by those persons authorized by the Board
of Directors, provided that the provisions of this section
may be superseded by the terms of a management
agreement entered into by the Association.

8.7 Accountant's Review. A review of the accounts of


the Association shall be made annually by a public
accountants and a copy of the accountant's report shall
be furnished to each Member not later than sixty (60) days
following the end of the fiscal year for which the
report is made.
8.8 Fidelity Bonds. Fidelity bonds may be required
by the Board of Directors from all persons handling or
responsible for Association funds. The amount of such
bonds shall be determined by the Directors. The premiums for
such bonds shall be paid by the Association.
8.9 Fiscal Year. The fiscal year of the Association
shall be from January 1 to December 31.
Article IX - Parliamentary Rules

Roberts' Rules of Order (latest edition) shall govern


the conduct of the Association meetings when not in conflict
with the Covenants, the Articles of Incorporation or these By-
Laws.

Article X - Amendment

A resolution for the adoption of a proposed


amendment of these By-Laws may be proposed by either
the Board of Directors of the Association or by the
Members of the Association. Members may propose
such an amendment by instrument in writing directed to
the President or Secretary of the Board signed by Members
representing twenty percent (20%) of the votes of all Members
of the Association. Amendments may be proposed by the
Board of Directors by action of a majority of the Board at

-17 -
any regularly constituted meeting thereof. Upon an
amendment being proposed as herein provided for, the
President, or, in the event of his refusal or failure to act, the
Board of Directors, shall call a meeting of the
membership to be held within sixty (60) days for the
purpose of considering said amendment. Except as
otherwise provided in the Covenants, such approvals must
be either by:

(a) The votes of not less than 66-2/3%


o f Members present at such meeting in person or by proxy; or
(b) In the alternative, an amendment may be
made by an agreement signed and acknowledged by all
Members in the manner required for the execution of a deed,
and such amendment shall be effective when recorded in
the Public Records of Palm Beach County, Florida.
10.1 Proviso. No amendment shall discriminate
against any Member nor against any class or group of
Members unless the Member or Members so affected shall
consent. No amendment shall be made that is in conflict with
the Covenants or the Articles of Incorporation.
10.2 Execution and Recording. A copy of each
amendment shall be attached to a certificate certifying
that the amendment was duly adopted as an amendment of
the By-Laws, which certificate shall be executed by the officers
of the Association with the formalities of a deed. The
amendment shall be effective when such certificate and
copy of the amendment are recorded in the Public Records
of Palm Beach County, Florida.
10.3 Approval by Developer. Anything herein to the
contrary notwithstanding, until the first regular election of
all Directors by Member(s) other than the Developer, and so
long as the Developer shall have the right to fill
vacancies on the Board of Directors, an amendment
phial require only "the majority consent of the Board
of Directors, and no meeting of the Members nor any
approval thereof need be had.

-18 -
Article XI - Construction

Whenever the masculine singular form of the pronoun is

used in these By-Laws, it shall be construed to mean the

masculine, feminine, or neuter, singular or plural, wherever

the context so requires.

Article XII - Invalidity of Provision


Should any of the covenants herein imposed be void or

become unenforceable at law or in equity, the remaining-

provisions of this instrument shall nevertheless be and

remain in full force and effect.

The foregoing were adopted as the By-Laws of SOLIMAR

HOMEOWNERS' ASSOCIATION, INC., a non-profit

corporation under the laws of the State of Florida, at the

first meeting of the Board o f Directors on the day of _________

1982.

President

Attest:_______________
Secretary

RECORD VERIFIED PALM BEACH COUNTY,


FLA.
JOHN B. DUNKLE
CLERK CIRCUIT COURT

-19 -
FIRST AMENDMENT TO
DECLARATION OF RESTRICTIONS
AND HOMEOWNERS' ASSOCIATION COVENANTS FOR SOLIMAR

WHEREAS, Del Prado Circle Properties, Ltd. - I, a


Massachusetts limited partnership ("Developer"), pursuant to
Declaration of Restrictions and Homeowners' Association
Covenants dated December 7, 1979, and recorded in Official
Records Book 3791, page 308, of the Public Records of
Palm Beach County, Florida (the "Declaration"), submitted the
property described in Exhibit "A" (the "Property"), to
certain restrictions, reservations, limitations, conditions
easements and agreements, concerning the development, use and
enjoyment of SOLIMAR, an exclusive residential community; and

WHEREAS, Developer, as current owner of the entire Property


desires to amend the Declaration.

NOW, THEREFORE, in consideration of the premises, Developer


hereby amends the Declaration as set forth hereinbelow:
Article VI, Section 5(c) is hereby amended to read as

follows:
"All Lots shall be and are singly and collectively
subject to easements for encroachments which now or
hereafter exist or come into being, caused by settlement
or movement of the Residential Units or other
improvements, or caused by the Developer in construction
or reconstruction of such Residential Unite (as long
as the encroachment into the property line of adjacent
Lots shall be less than eighteen (18") inches) and
other improvements, which encroachments shall be
permitted to remain undisturbed and such easements shall
and do exist and shall continue as valid easements as
long as such encroachments stand. A valid easement
remaining of such encroachment is herein created, so long
as such encroachments stand."
Prepared by and return to:
Keith F. Backer, Esq.
Backer Law Firm, P. A.
136 East Boca Raton Road
Boca Raton. FL 33432
(561)3614535

CERTIFICATE OF AMENDMENT TO THE DECLARATION


OF RESTRICTIONS AND HOMEOWNERS' ASSOCIATION COVENANTS FOR SOLIMAR

WHEREAS, the DECLARATION OF RESTRICTIONS AND HOMEOWNERS'


ASSOCIATION COVENANTS FOR SOLIMAR (hereafter referred to as "the Declaration") was
recorded in the Public Records of Palm Beach County, Florida in Official Records Book 3791st Page
030$. and

WHEREAS, Article IX, Section 2 of the Declaration provides that the Declaration may be
amended by the recording of an instrument signed by not less than seventy five percent of the members;
WHEREAS, more than seventy five percent of the members have signed this instrument
approving of the amendment to Article X, Section 6 of the Declaration in the form as attached hereto as
Exhibit A to this instrument.

NOW THEREFORE, the undersigned hereby certify that the attached amendment to the is
a true and correct copy of the amendment approved by the membership.
47 . 0 0 4 1
WITNESS my signature hereto this _261day of jiwutil at Boca Raton. Palm Beach County,
Florida.

Solimar Homeowners' Association, Inc.

Witness 1:

Print Witness
Ci 43 A d l W a . - / 0

Witness 2:

Print Winivs 2 Name:


A R.
Amendment 1 to By-Laws of Homeowners’ Association Covenants
for Solimar

Article IV, Members’ Meetings


Section 4.5, Quorum. A quorum at Members’ meetings shall consist of the
presence of 30% of the Members entitled to vote present in person or by proxy
at a duly called meeting. The acts approved by a majority of those present in
person or by proxy at a meeting at which a quorum is present shall constitute
the acts of the Members except when approval by a greater number of Members is
required by the Covenants, the Articles of Incorporation or these By-Laws. The
joinder of a Member in the action of a meeting by signing and concurring in the
minutes thereof shall constitute the presence of such Member for the purpose of
determining a quorum.

Amendment 2 to By-Laws of Homeowners’ Association Covenants


for Solimar

Article VI, Powers and Duties of Board of Directors


Section 6.2 Disburse To use the proceeds from assessments in the exercise of
its powers and duties. The Board of Directors’ power to disburse funds from a
reserve established by the Board of Directors and approved by a vote of the
majority of the members attending a meeting of the membership, at which a
quorum is present, is limited to the purpose of the reserve as defined in the
title of that reserve when it is approved.

Amendment 3 to the By-laws of Homeowners’ Association


Covenants for Solimar

Article VIII. Fiscal Management


Section 8.1, Accounts. The receipts and expenditures of the Association shall
be credited and charged to accounts under the following classifications as
shall be appropriate:
(a) Current Expenses – Current expenses shall include all
expenditures to be made within the year for which the receipts are
budgeted, and may include a reasonable allowance for contingencies
and working funds. The balance in this fund at the end of each
year shall be applied to reduce the assessments for current
expenses for the succeeding year or to develop a cash reserve of
not more than (1) month’s average monthly expenses to be available
to the Board of Directors to fund emergency unbudgeted expenses
related to the upkeep of community assets.
(b) Reserves – Reserves may be established with the approval of a
majority of the Board of Directors and with the approval of a
majority of the members attending a meeting of the membership at
which a quorum is present. For reserves established by the Board
of Directors with the approval of a majority of members as
described herein, specific amounts shall be budgeted to those
reserves when they are established.
(c) Betterments. Reserves for specific betterments may be
established by the Board of Directors and must be approved by a
vote of the majority of the members attending a meeting of the
membership, at which a quorum is present, and shall include funds
to be used for capital expenditures for specific improvements to
the community’s Common Areas or for specific additional personal
property that will be part of the Common Areas as stated in the
reserve.
(d) Replacement of Common Area Facilities. Reserves to replace or
to provide for major repairs of specific common area facilities
damaged or destroyed as a result of natural disasters or long-term
wear and age may be established by the Board of Directors and
approved by a vote of the majority of the members attending a
meeting of the membership, at which a quorum is present, and shall
include funds to be used for expenditures to replace or repair the
specific facility stated in the reserve.
(e) At any meeting of the membership of the Association, at which
a quorum is present, the majority of those members present in
person or by specific proxy may void any previously approved
reserve. Any monies in the voided reserve fund would revert to
the Association’s general funds, unless the majority of the
membership, at a membership meeting where a quorum is present,
approves the transfer of those monies to another member approved
reserve fund.
(f) Major Repairs and Replacements. A reserve for the replacement
and/or major repairs to the Common Area facilities destroyed or
damaged by a catastrophic natural disaster and/or the replacement
of roadbeds in Solimar may be established as follows:

i. A reserve for the major repair or replacement to the


Association Common facilities may be established by the majority
vote of the Board of Directors and said reserve shall be
maintained separately from those accounts used for current
operating expenses of the Association.

ii. The initial funds for this reserve account shall be made up of
any funds of the Association in excess of the average monthly
expenses of the Association as measured by the six months expenses
preceding the establishment of this reserve.

iii. After the initial transfer of funds to this reserve account,


the reserve shall only be credited with monies and fees collected
by the Association for items included in Article X of the
Declaration of Restrictions and Homeowners’ Association Covenants
for Solimar, and monies due to the Association from new owners at
closing and transfer of title.

iv. The regular monthly assessment as described in Paragraph 8.4,


Assessments, of the By-Laws and any interest and late fees related
thereto, may not be used for reserves.

v. The Board of Directors shall invest the reserve account in a


federally insured financial institution.

vi. The Board of Directors shall stop crediting monies to the


reserve account when the funds in the reserve account, together
with accumulated interest, reach Fifty Thousand Dollars
($50,000.00). After that maximum has been reached, only the
interest earned by the funds in the reserve may be allowed to
accumulate in the reserve. This interest accumulation shall
continue until the funds in the reserve are required for the
stated purpose for which this reserve was established.

vii. Disbursements from this account may be made by the majority


vote of the Board of Directors for the following purposes only:

(1) The major repair to or replacement of the Association’s


swimming pool, light fixtures, light posts, trees, shrubs,
flowers, lawns, the roadways, and roadbeds in the community
damaged or destroyed as a result of a natural catastrophe,
such as, but not limited to hurricane, tornado, windstorm,
flood, lightning, or earthquake.

(2) A major repair to the Association’s roadbed is one that


requires work to repair areas below the road surface and/or
in the roadbed.

Amendment 3 to the Declaration of Homeowners’ Association


Covenants for Solimar

Article V, Covenant for Maintenance Assessments


Section 5. Date of Commencement of Annual Assessments; Due Dates. In addition
at the closing and transfer of title to the Homeowner, said Homeowner shall
contribute a Five Hundred Dollar ($500.0) assessment payment to the
Association. This contribution shall be used by the Association for the
purpose of initial and nonrecurring capital expense of the Association and for
providing initial working capital for the Association. Said contribution shall
not be considered as a prepayment of assessments. The foregoing capital
contribution shall be made upon the sale of any lot in the Solimar community
and is not limited to the initial sale by the developer to the first homeowner.

Amendment 4 to the Declaration of Homeowners’ Association


Covenants for Solimar
Article IX. Amendments
Section 2. Amendments. This Declaration may be amended with the approval of
not less than seventy-five percent (75%) of all Members. Approval may be
obtained by a vote at a meeting of the members or by written approval or a
combination of both. No amendment shall alter the assessment lien or
subordination provision in connection therewith as specified in Article V,
without the prior written consent of the mortgagee enjoying said protection or
the County Attorney of Palm Beach County Florida, if he determines his consent
to be necessary, provided that in the event any related governmental lending
institution requires a modification of this declaration or the Articles of
Incorporation or By-Laws of the Association as a prerequisite to accepting the
Property for financing, such amendment may be adopted by a majority vote of the
Board of Directors of the Association without the necessity of any other
approval.