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HomeMy WebLinkAboutDocumentation_Regular_Tab 07C_6/13/2002--\ INTEROFFICE MEMORANDUM TO: MR. MICHAEL R. COUZZO, JR., VILLAGE MANAGER FROM: JEFFERY C. NEWELL, COMMUNITY DEVELOPMENT SUBJECT: TENTATIVE/FINAL PLAT APPROVAL "YACHT CLUB POINT ESTATES" DATE: 6/3/2002 Subdivision Regulations Article II, section 4(4) set forth the guidelines for submission of a "Tentative Final" and "Final Plat" approval. Yacht Club Point Estates hereby comes before the Village Council for approval of the Tentative/Final Plat Approval based on the following criteria: 1) Submission of a completed plat meeting the criteria as set forth in Article III, Section 2. 2) Submission of a final draft of the "Declarations of Covenants and Restrictions". 3) Submission of a Surety Bond in the amount of 110% of construction costs. (this bond permits the applicant to seek approval to record plat with the condition that a certificate of occupancy cannot be issued until the improvement are completed and accepted by the village of Tequesta). 4) Final review by staff. Staff has review all the submitted material and has found that the submitted plat has met the requirements of the subdivision regulations. All the concerns of the Village of Tequesta have been resolved and are stated in the declarations. Staff recommendation of approval is conditioned on the following. 1) Construction plans for site improvements shall be submitted to the Village of Tequesta for review and approval prior to actual site construction. 2) Meeting the criteria as outlined in Article II, section 5(1). The deposit of the surety bond with the Village of Tequesta. This bond shall be deposited with the Village prior to the June 13, 2002 Council meeting. The subdivision regulations provide the developer with a "fast -track" procedure after the approval of the tentative final plat. This is located in Article II, Section 5(1) "procedure following tentative approval of the final plat by the village council". After the approval of the "tentative" plat the developer has two tracks to choose from, they are as follows: rN 1) The installation of all the improvements to the site. The developer cannot apply for the final plat approval until the Village of Tequesta has accepted all the improvements. k �1 2) "Fast -track" [Article II, section 5(1)] — the developer deposits a surety bond in the amount of 110% of the costs to install the improvements to the site. This will allow the developer to proceed to the approval of the "final plat" and enable the recording of the plat into the public records of Palm Beach County. There is a condition that is placed on this approach. No certificate of occupancy can be issued until all the improvements to the site have been installed and accepted by the Village of Tequesta. The Village Council, at their discretion, may combine the "tentative/final" plat approval that is accompanied with the receiving of the Surety Bond. Staff recommends the approval of the "tentative/ final plat" based on the conditions listed on page one (1) of this memo. 2 WACHuy1A IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER SM421285W INTPRNATIONAL O?tRAIIONS 401 LINL)EN STREET -------------------- -------=W1735Ti)i4-jRiT7vT �}-r, 2i'1U1 LETTER OF CREDIT AMOUNT ISSUE DATE EXPIRY DATE ----------------------------------------------------------------------- USD62,540.50 I 06/05/02 05/31/03 BENEFICIARY: APPLICANT: VILLAGE OF TEQUESTA JIM BURG CUSTOM HOM.ES,INC. 250 TEQUESTA DRIVE 212 CAPE POINT CIRCLE TEQUESTA, FL JUPITER, FL 33458 33469 GENTLEMEN: WE HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR FOR THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT IN THE AGGREGATE AMOUNT OF USD 62,540.50 WHICH IS AVAILA�LE BY PAYMENT OF YOUR DRAFT(S) AT SIGHT DRAWN ON OURSELVES WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENTS: A STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF VILLAGE OF TEQUESTA STATING THAT: "APPLICANT HAS NOT COMPLETED THE ROAD IMPROVEMENTS AS OUTLINED IN THE PLANS AS AGREED UPON BY REECE, MACOU AND ASSOCIATES, INC. ON BEHALF OF JIM BURG CUSOMT HOMES, INC." THIS IRREVOCABLE LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING. THIS UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, A "*NIFIED OR INCORPORATED BY REFERENCE TO ANY DOCUMENT OR CONTRACT REFERRED T(- .AEREIN. WE HEREBY AGREE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF PRESENTED TOGETHER WITH DOCUMENT(S) AS SPECIFIED ABOVE AND THE ORIGINAL OF THIS CREDIT, AT OUR OFFICE LOCATED AT 401 LINDEN STREET - 3RD FLOOR, WINSTON-SALEM, NC 27101, ATTN: STANDBY LETTER OF CREDIT DEPARTMENT ON OR BEFORE THE ABOVE STATED EXPIRY DATE. DRAFT(S) DRAWN UNDER THIS CREDIT MUST SPECIFICALLY REFERENCE OUR CREDIT NUMBER. ***THIS CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 ("ISP9811). AUT ZSINC Y, RIZ ED SIGNATURE WACHOVIA BANK, NATIONAL ASSOCIATION ADE ** TOTAL PAGE.02 ** ""'CAPTEC r ` Engineering, Inc. Civil Engineering Professionals Yacht Club Estates, Tequesta Preliminary Construction Cost Estimate 06/03/2002 ITEM DESCRIPTION QUANTITY UNIT UNIT TOTAL TOTAL PRICE A. Drainage 1 12" HDPE 52 LF $42.00' $2,184.00 2 Type C Inlet 1 EA $1,800.00, $1,800.00 3 Manhole Top 1 EA $500.00 $500.00 4 Drainage Swale (Excavation) 460 LF $20.00 $9,200.00 5 Sod (easement area only) 750 SY $2.00 $1,500.00 6 Tie in Existing C.B. 1 LS $500.001, $500.00 7 Trubidity Barriers 100 LF $10.00 $1,000.00 Sub -Total $16,684.00 B. Pavement 1 Type "F" Curb 177 LF $15.00 $2,655.00 2 Flat Curb 463 LF $12.00 $5,556.00 3 Brick Pavers 205 SY $59.00' $12,095.00 4 Guard Rail 198 LF $20.00 $3,960.00 5 !Asphalt 441 SY $5.00 $2,205.00 6 Base 645 SY $10.00 $6,450.00 7 Subgrade 750 SY $3.00 $2,250.00 8 1 Demolition/Removal of Existing 1 LS $5,000.00 $5,000.00 Sub -Total $40,171.00 10% Contingency $5,685.50 Total $62,540.50 Notes: 1. Does not address utility installation or 2. It is assumed that all fill is kept at site. conflict resolution. } 500/502/Construction/Prelim. Estimate 05 01 02.x1s JUN 0 23200 06l03l2002 300 S.W. St. Lucie Avenue • Stuart, FL 34994 • 561-692-4344 • Fax: 561-692-4341 • E-mail: captec i @aol.com Prepared by and return to: Joseph D. Grosso, Jr., Esquire Joseph D. Grosso, Jr., P.A. 789 South Federal Highway, Suite 310 Stuart, Florida 34994 CERTIFICATE OF AMENDMENT TO THE DECLARATION OF COVENANTS AND RESTRICTIONS FOR YACHT CLUB POINT ESTATES I HEREBY CERTIFY that the Amendment attached hereto as Exhibit 111" to this Certificate, was duly adopted as an amendment to the DECLARATION OF COVENANTS AND RESTRICTIONS FOR YACHT CLUB POINT, now known as YACHT CLUB POINT ESTATES ("Declaration"). The original Declaration is recorded in Official Records Book 12174, Page 988, the Public Records of Palm Beach County, Florida. DATED THIS day of , 2002. YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., a FLORIDA CORPORATION, NOT -FOR -PROFIT Witness ON Witness Attest: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of ,2002,by as and , as ,ofYACHT CLUB POINT HOMEOWNERS ASSOCIATION, Inc., a Florida Corporation, Not -for -profit, who acknowledged that they executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal was affixed by due and regular corporate authority, and that it was the free act of said Corporation, and who are personally known to me or who have produced as identification and who did take an oath. (Seal) NOTARY PUBLIC (Print Name) My Commission Expires: FIRST AMENDMENT TO THE DECLARATION OF COVENANTS AND RESTRICTIONS FOR YACHT CLUB POINT now known as YACHT CLUB POINT ESTATES THIS FIRST AMENDMENT to the Declaration of Covenants and Restrictions for YACHT CLUB POINT NOW KNOWN AS YACHT CLUB POINT ESTATES, is made this day of , 2002 by JIM BURG CUSTOM HOMES, INC., a Florida corporation, and JAM -ONE, LTD, a Florida Limited Partnership (collectively the "Declarant"), and by the YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., A FLORIDA CORPORATION, NOT FOR PROFIT ("Association"). RECITALS WHEREAS, Article XIII of the DECLARATION OF COVENANTS AND RESTRICTIONS FOR YACHT CLUB POINT, dated October 26, 2000, and recorded in Official Records Book 12174, Page 988, the Public Records of Palm Beach County, Florida (the "Declaration"), provides that the Declaration may be amended by the Declarant prior to the conveyance of any Lot in Yacht Club Point in its sole discretion; and WHEREAS, as of this date no Lots have been conveyed and the Declarant wishes to amend the Declaration as follows. �1 NOW THEREFORE, pursuant to Article III of the Declaration, the Declarant hereby amends the Declaration as follows (As used herein, words underlined are added and words strickett are deleted): 1.12. "Lot" shall mean and refer to those portions of the property shown on the recorded-Plat-Replat of Yacht Club Point as Lots 1, 2, 2A, 3, 3A, 4 and 4A provided, however, that Lots 2 and 2A, which are united and declared to be a single estate pursuant to the recorded PlatReplat of Yacht Club Point, shall be treated for all purposes under this declaration as one single Lot, and, Lots 3 and 3A, which are also united by and declared to be a single estate pursuant to recorded P-kat-_Replat of Yacht Club Point, and, Lots 4 and 4A, which are also united by and declared to be a single estate pursuant to recorded Replat of Yacht Club Point, known as YACHT CLUB POINT ESTATES, shall be treated for all purposes under this declaration as one single Lot. 2. 1.19. "Plat" shall mean and refer to the Plat of Yacht Club Point, aS i ecoided in the Public Records of Pahn Beach Eutinty, Hot . according to the plat thereof recorded in Plat Book 88 Pates 139 and 140, the Public Records of Palm Beach County Florida 1.191. "Replat" shall mean and refer to the Replat of Yacht Club Point as recorded in the Public Records of Palm Beach County Florida known as the plat of Yacht Club Point Estates recorded in Plat Book , Page , the Public Records of Palm Beach County Florida 4. 1.25. "Yacht Club Place" shall mean and refer to the platted public right of way designated on the Plat Replat as Yacht Club Place. 5. Article III, Section 3.2, is hereby modified as follows: 3.2 The rights and easements of enjoyment created hereby shall be subject to the following: A. The Restrictions contained on any plat the Replat filed with respect to all or any portion of the Property. 6. The following is hereby added to Article VI, Section 6.1(13): (5) The Association and the Owners, jointly and severally, shall hold the Village of Tequesta harmless from and against any and all claims, demands, damages, losses and expenses arising from or related to the construction and or maintenance of Yacht Club Place. 7. Article VI, is hereby modified as follows: B. The following provisions shall govern with respect to the construction and maintenance of Yacht Club Place: (1) The Declarant shall construct Yacht Club Place in conformity with the plans and specifications submitted to and approved by the Village as part of the application for subdivision approval of Yacht Club Point Estates ("Yacht Club Place Plans and Specifications"). Article VII, Section 7.2. B., is hereby modified as follows: B. The Declarant hereby also grants a perpetual non-exclusive easement to all utility or service ,^ companies servicing Yacht Club Point Estates, upon, over, across, through, and under the Utility and Drainage Easements shown on the Plat Replat for ingress, egress, installation, replacement, repair, and maintenance of all utility and service lines and systems including, but not limited to water, irrigation, sewer, telephone, electricity, cable tv, or communication lines and systems. It shall be expressly permissible for the providing utility or service company to install and maintain facilities and equipment on said property, to excavate for such purposes, and to affix and maintain wires, facilities, circuits, and conduits on, in, and under the such areas, providing such company restores any disturbed area substantially to the condition existing prior to their activity. Notwithstanding anything to the contrary contained in the foregoing, no utility service line or system may be installed or relocated within such areas without the consent of the Association. 9. The following is hereby added to Article VII: 7.6. Easements for Sidewalks. The Declarant hereby grants an easement in perpetuity over those portions of the Property designated on the Replat as "Sidewalk Easements"for the construction and maintenance of sidewalks for public pedestrian ingress and egress. The construction and maintenance of sidewalks shall be the obligation of the Association without recourse to the Village of Tequesta The Association shall construct the Sidewalks in accordance with Village of Tequesta standards at such time that the sidewalks leading into the Yacht Club Point Estates have been installed up to the boundary of Yacht Club Point Estates. In the event that the sidewalks are not constructed or maintained in accordance with this paragraph, the Village, subsequent to notice to the Owners of Lots within Yacht Club Point Estates may maintain the sidewalks and charge the costs thereof to each such Owner Owner's successor or assigns on a pro rata basis, and may lien any Lot within Yacht Club Point Estates in the event the Owner of that Lot has failed to pay Owner's pro rata charge 10. Article VIII, Section 8.3, is hereby modified as follows: 8.3. Special Assessments. A. The Association may levy a Special Assessment or Special Assessments; provided, such Assessment shall have the affirmative vote or written consent of Members or their alternates representing at least two-thirds three-quarters (3/4) of the Members. Special Assessments shall be payable in such manner and at such times as determined by the Board, and my be payable in installments extending beyond the fiscal year in which the Special Assessment is approved, if the Board so determines. 11. Article XI, Section 11.1, is hereby modified as follows: 11.1. Use Restrictions. The Board shall have the authority to make and enforce standards and restrictions governing the use of the Property in addition to those contained herein. Such regulations and use restrictions shal I be binding upon all Owners, occupants, and all parties entering upon the Property, until such time that such regulations and use restrictions are overruled, canceled, or modified pursuant to a regular or special meeting of the Association by Members representing three-quarters (3/4) of the Members. A. No refuse containers shall be placed for pick up along that portion of Yacht Club Place shown on the flat Replat, rather, all refuse containers shall be placed for pick up on trash pick up days at the entrance to Yacht Club Place in a manner which does not interfere with the flow of traffic in and out of Yacht Club Point. D. No vehicular access to Lot 4 shall be permitted from the extension of Yacht Club Place dedicated pursuant to the Plat or the Replat and therefore no driveway may constructed upon Lot 4 which connects to any portion of Yacht Club Place dedicated pursuant to the Plat or this Replat or which lies within such portion of the drainage, utility and sidewalk easements located adjacent thereto Vehicular access to Lot 4 shall be from that portion of Yacht Club Place as shown in Plat Book 25 Page 7 and Plat Book 25 Page 220, the Public Records of Palm Beach County Florida The Limited Access Easement as shown on the Replat has been designated as such for the express purpose of limiting_ access to Lot 4 in the manner prescribed above. Unless otherwise prohibited by law or this Declaration all other uses of such portions of Lot 4 encumbered by the Limited Access Easement shall be permitted E. For purposes of computing the ratios of pervious to impervious Lot coverages in connection with any application for a building permit the areas lying within Lots 2a 3a and 4a shall not be considered 12. The Articles of Incorporation of the Yacht Club Point Homeowners Association, Inc., which are attached to the recorded Declaration as Exhibit "B", are hereby amended as follows: A. ARTICLE VI, POWERS OF THE ASSOCIATION, is hereby amended as follows: Section 4. Borrow money with the assent of a majority vote of the Board of Directors, hereinafter call the "Board", and with the assent of two-thi, ds (2,3-) three -Quarters (3/4) of the Members voting in person or by proxy at a meeting duly called for that purpose, and mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; Section 5. Dedicate, sell or transfer all or any part of the Common Areas to any public agency, authority, utility or service company for such purposes and subject to such conditions as may be 4 agreed upon by the Association. No such dedication shall be effective unless approved by the then tdo1 Owners of (26) three-quarters (3/4) of all of the Lots, who must vote in person or by proxy at a meeting duly called for that purpose, and the prior written consent of the Declarant, as defined in the Declaration of Covenants and Restrictions for Yacht Club Point, has been obtained for as long as Declarant owns one or more lots, and a properly executed instrument certifying the above actions has been recorded in the Public Records of Palm Beach County, Florida. Section 6. Participate in mergers and consolidations with other nonprofit associations organized for similar purposes, provided that any such action shall have the approval of the then Owners of (21-3-) three-quarters (3/4) of all of the Lots, who must vote in person or by proxy at a meeting duly called for that purpose, and evidenced by a properly executed instrument recorded in the Public Records of Palm Beach County, Florida; B. ARTICLE XIV, DISSOLUTION, is hereby modified as follows: The Association may be dissolved by the approval of the then Owners of (21-3-) three-quarters 3/4) of all of the Lots, who must vote in person or by proxy at a meeting duly called for that purpose, and evidenced by a properly executed instrument recorded in the Public Records of Palm Beach County, Florida. Upon the dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency or agencies to be used for purposes similar to those for which the Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purpose. C. ARTICLE XVI, AMENDMENTS, is hereby modified as follows: 3. In order for an amendment to be adopted, the same must be approved by the then Owners of (215) three-quarters (3/4) of all of the Lots, who must vote in person or by proxy at a meeting duly called for that purpose. In the event that a proposed amendment fails to receive said vote, then such proposal shall become null and void. However, an amendment may be resubmitted any number of times by the same method, except that it may be voted upon by the membership only one time in any twelve (12) month period. No provision hereof requiring a certain percentage vote maybe amended by a smaller percentage vote. 4. In the event that the then Owners of (21-3) three-quarters (3/4) of all of the Lots sign a statement manifesting their intention that an amendment to these Articles be adopted, then such amendment shall thereby be adopted as though paragraphs 1, 2 and 3 of this Article XVI have been satisfied. D. ARTICLE XVII, BYLAWS, is hereby modified as follows: The Bylaws may be amended by a majority three-quarters (3/4) of Owners who are voting in person or by proxy at a meeting duly called for such purpose, except that during any period of time that Declarant is exercising its Right to Administer, the Bylaws may only be amended by the Declarant. 13. The Bylaws of the Association, a copy of which is attached as Exhibit "C" to the recorded Declaration, are hereby amended as follows: A. ARTICLE VIII, AMENDMENTS, is hereby modified as follows: Section 1. These Bylaws may be amended by the affirmative vote of a three - Quarters (3/4) of the entire membership of the Board of Directors and -the affirmative vote of at least tv+o- thhds (26) three-quarters (3/4) of the Voting Rights. IN WITNESS WHEREOF, this First Amendment to the Declaration of Covenants and Restrictions for YACHT CLUB POINT has been signed by the Declarant and the Association on the day and year first above set forth. The Declarant and the Association have caused these presents to be executed in their names and their corporate seals to be hereunto affixed by their duly authorized officers. Signed, sealed and delivered in our presence as witnesses: JIM BURG CUSTOM HOMES, INC., a FLORIDA CORPORATION Witness BY: JAMES A. BURG, ITS PRESIDENT Witness STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of , 2002, by JAMES A. BURG as President of Jim Burg Custom Homes, Inc, a Florida Corporation, who acknowledged that he executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal was affixed by due and regular corporate authority, and that it was the free act of said Corporation, and (_) who is personally known to me or (_) who has produced as identification and who did take an oath. t NOTARY PUBLIC (Seal) (Print Name) My Commission Expires: JAM -ONE, LTD, A FLORIDA LIMITED PARTNERSHIP BY JAM -ONE MANAGEMENT, INC, A FLORIDA CORPORATION, ITS GENERAL PARTNER, Witness JAMES A. BURG, ITS PRESIDENT Witness STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of 12002, by JAMES A. BURG as President of Jam -One Management, Inc., as General Partner of Jam -One, Ltd., a Florida Limited Partnership who acknowledged that he executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal was affixed by due and regular corporate authority, and that it was the free act of said Corporation, and (_) who is personally known to me or (_) who has produced as identification and who did take an oath. (Seal) e001 7 NOTARY PUBLIC (Print Name) My Commission Expires: YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., a FLORIDA CORPORATION, NOT -FOR -PROFIT Witness mm Witness STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of , 2002 by JAMES A. BURG as President,of Yacht Club Point Homeowners Association, Inc., a Florida Corporation, Not -for -profit, who acknowledged that they executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal was affixed by due and regular corporate authority, and that it was the free act of said Corporation, and (_) who are personally known to me or (_) who have produced as identification and who did take an oath. (Seal) NOTARY PUBLIC (Print Name) My Commission Expires: �OO� eooll� JOINDER OF MORTGAGE HOLDER BANK ATLANTIC, SUCCESSOR IN INTEREST TO COMMUNITY SAVINGS, F.A., A FEDERAL SAVINGS AND LOAN ASSOCIATION, as mortgagee under that certain mortgage recorded in Official Records Book 12024, Page 1643, and Collateral Assignment of Leases, Rents, Contracts, Drawings, Warranties and Permits recorded in Official Records Book 12024, Page 1671, and Financing Statement in favor of Community Savings, F.A. recorded in Official Records Book 12024, Page 1678, the Public Records of Palm Beach County, Florida and also the holder of that certain Mortgage recorded in Official Records Book 13157, Page 409, the Public Records of Palm Beach County, Florida, and that certain Assignment of Leases, Rents, Contracts, Drawings, Warranties and Permits, recorded in Official Records Book 13157, Page 437, the Public Records of Palm Beach County, Florida, and that certain Financing Statement recorded in Official Records Book 13157, Page 444, the Public Records of Palm Beach County, Florida; all as modified in Official Records Book 13475, Page 447, the Public Records of Palm Beach County, Florida, does hereby join in, and declare that its mortgage shall be subject to the terms, covenants, conditions, and restrictions of this Declaration. Witness Witness STATE OF FLORIDA COUNTY OF PALM BEACH I: Dated: BANK ATLANTIC, SUCCESSOR TO COMMUNITY SAVINGS, F.A., A FEDERAL SAVINGS AND LOAN ASSOCIATION Its: (Corporate Seal) The foregoing instrument was acknowledged before me this day of 12002, by , as of Bank Atlantic, successor in interest to Community Savings, F.A., a Federal Savings and Loan Association, who acknowledged that he executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal was affixed by due and regular corporate authority, and that it was the free act of said Corporation, and who is personally known to me or who has produced as identification and who did take an oath. NOTARY PUBLIC (Seal) (Print Name) My Commission Expires: EXHIBIT "A" Legal description All of the PLAT OF YACHT CLUB POINT ESTATES, according to the plat thereof recorded in Plat Book Pages and , the Public Records of Palm Beach County, Florida. being a Replat of the Plat of YACHT CLUB POINT, according to the plat thereof recorded in Plat Book 88, Pages 139 and 140, the Public Records of Palm Beach County, Florida. a Dec-85-2000 09:08as 00-463324 ORB 1 21 -74 Rg -38g 1 Jill 11111111111111111111111110 ill 11111111111111111 ill I Jill Prepared by and return to: Joseph D. Grosso, Jr., Esquire Jones, Madden & Grosso 759 South Federal Highway, Suite 212 Stuart, Florida 34994 DECLARATION OF COVENANTS AND RESTRICTIONS FOR YACHT CLUB POINT THIS DECLARATION OF COVENANTS AND RESTRICTIONS FOR YACHT CLUB POINT ("Declaration"), is made this S& day of &vdoxw1_ 2000, by JIM BURG CUSTOM HOMES, INC., a Florida corporation, and JAM -ONE, LTD, a Florida Limited Partnership (collectively the "Declarant"), and by the YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., a Florida corporation not -for -profit ("Association"). Declarant is the owner of the real Property more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (JAM -ONE, LTD., is the owner of Lots 1, 3 and 3A, Yacht Club Point, and JIM BURG CUSTOM HOMES, INC., is the owner of all of Yacht Club Point less lots 1, 3 and 3A). This Declaration imposes mutually beneficial restrictions upon the Property, under a general plan of development and improvement, for the benefit of the owners of each portion of the Property. This Declaration further establishes a flexible and reasonable procedure for the overall development, administration, maintenance, and preservation of the Property. Therefore, for the purpose of protecting the value and desirability of the Property which shall be subject to this .Declaration, the Declarant declares that the Property describes in Exhibit "A," and any additional Property which may be subjected to this Declaration by any Subsequent Amendment (as defined herein), shall be held, sold, used, and conveyed subject to the terms, provisions, conditions, covenants, restrictions, reservations, easements, regulations, burdens and liens contained herein, which shall run with the Property, and shall be binding upon and for the benefit of all persons or entities, having any right title, or interest in the Property, or any part thereof, their heirs, successors, and assigns. ARTICLE I DEFINITIONS The terms used in this Declaration shall be given their natural, commonly accepted definitions unless otherwise specified herein. Capitalized terms shall be defined as set forth below. 1.1. "Articles" shall mean the Articles of Incorporation of the Yacht Club Point Homeowners Association, Inc., as filed with the Florida Secretary of State, a copy of which is attached hereto as Exhibit "B" and made a part hereof by reference. �'►� 1.2. "Assessment" means each Members proportionate share of the funds required for the payment of ORB 12174 Fig 969 ,0 1 Common Expenses, which from time to time shall be assessed against the Members of the Association. Assessments may sometimes be referred to as "Base Assessments." 1.3. "Association" shall mean and refer to the Yacht Club Point Homeowners Association, Inc., its successors and assigns. 1.4. 'Board" shall mean the Board of Directors of the Association. 1.5. "By -Laws" shall mean and refer to the By -Laws of the Association, attached hereto as Exhibit "C" and made a part hereof by reference. 1.6. "Common Expenses" shall mean and include the actual and estimated expenses incurred or anticipated to be incurred by the Association for the general benefit of all Members, including any reasonable reserve, as the Board may find necessary or appropriate pursuant to this Declaration, the By -Laws, and the Articles. 1.7. "County" shall mean Palm Beach County, Florida. 1.8. "Declarant" shall mean and refer to collectively to JIM BURG CUSTOM HOMES, INC., a Florida Corporation, its successors and/or assigns and JAM -ONE, LTD., a Florida Limited Partnership, its successors and/or assigns. 1.9. "Declaration" shall mean the easements, covenants, conditions, restrictions, and all other terms set forth in this document, and as may be amended from time to time. 1.10 "Homeowners Documents" means this Declaration, the Articles, and the By -Laws of the Association; as well as all of the instruments and documents referred to herein and executed in connection with Yacht Club Point. 1.11. "Institutional Mortgagee" shall mean any of the following institutions, or subsidiary thereof, which holds a Mortgage on any portion of the Property: a bank, state or federal savings and loan association, mortgage banking company authorized to do business in the State of Florida, insurance company or union pension fund authorized to do business in the State of Florida, a real estate investment trust, the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration/Veterans Administration, the Palm Beach County Housing Authority or similar entity, or a lender generally recognized in Palm Beach County as an institutional lender. In each and every instance in which the Declarant holds a mortgage on the Property, the term Institutional Mortgagee shall also include the Declarant. In the event of any question or dispute concerning the application of the term "Institutional Mortgagee" to any particular party, the Declarant may, without obligation or liability, in its sole discretion, determine whether said party is an "Institutional Mortgagee" for purposes of this Declaration. 1.12. "Lot' shall mean and refer to those portions of the property shown on the recorded Plat of Yacht Club Point as Lots 1, 2, 2A, 3 and 3A, provided, however, that Lots 2 and 2A, which are united and declared to be a single estate pursuant to the recorded Plat of Yacht Club Point, shall be treated for all purposes under this declaration as one single Lot, and, Lots 3 and 3A, which are also united by and declared to be a single estate pursuant to recorded Plat of Yacht Club Point, shall be treated for all purposes under this declaration �1 as one single Lot. ORB 1217.4 Pg 990 1.13. "Member" shall mean a member of the Association. 1.14. "Mortgage" means a mortgage, a deed to secure a debt or any form of security deed. 1.15. "Mortgagee" means a beneficiary or holder of a Mortgage. The term, "Mortgagee," shall include the term, "Institutional Mortgagee," defined above. 16. "Mortgagor" means a Person who gives a Mortgage. 1.17. "Owner" shall mean and refer to one or more Persons (defined below) who hold the record title to any Lot which is created on the property subject to this Declaration, but excluding any party holding an interest merely as security for the performance of an obligation. 1.18. "Person" means a natural person, a corporation, a partnership, a trustee, or other legal entity. 1.19. "Plat" shall mean and refer to the Plat of Yacht Club Point, as recorded in the Public Records of Palm Beach County, Florida. 1.20. "Property" shall mean all of the real and personal property subject to this Declaration. 1.21. "Residential Dwelling" shall mean and refer to any improvement intended for use and occupancy by a Single Family. eol%� 1.22. "Rules and Regulations" shall mean the rules, regulations, and policies as may be adopted by the Board from time to time by resolution duly made and carried, which shall be incorporated into this Declaration as if more fully set forth herein. 1.23. "Special Assessment" shall mean and refer to those assessme$ts levied in accordance with the further terms of this Declaration. 1.24. "Subsequent Amendment" shall mean an amendment to this Declaration which may subject additional property to this Declaration, may withdraw property from the coverage of this Declaration, and may also, but is not required to, impose, expressly or by reference, additional restrictions and obligations on the Property, or on any land submitted by a Subsequent Amendment to the provisions of this Declaration. 1.25. "Yacht Club Place" shall mean and refer to the platted public right of way designated on the Plat as Yacht Club Place. 1.26. "Yacht Club Point" shall mean and refer to the platted subdivision located in Palm Beach County known as Yacht Club Point. 1.27. "Village of Tequesta" shall mean and refer to the Village of Tequesta. ARTICLE H � PROPERTY SUBJECT TO THIS DECLARATION ORES 12174 Fig 991 2.1. Initial Property. The Property which is initially subject to the easements, covenants, conditions, and restrictions imposed by this Declaration is described in Exhibit A. 2.2. Amendment. This Article shall not be amended without the prior written consent of the Declarant so long as the Declarant owns any property in Yacht Club Point. ARTICLE III PROPERTY RIGHTS 3.1. Use of Yacht Club Place. Every Owner shall have a non-exclusive right and easement of enjoyment in and to Yacht Club Place subject to any restrictions or limitations contained in this Declaration. 3.2 The rights and easements of enjoyment created hereby shall be subject to the following: A. The Restrictions contained on any plat filed with respect to all or any portion of the Property. B. Any and all terms, covenants, and restrictions adopted by the Tequesta County Club Community Association and recorded in the Public Records of Palm Beach County, Florida, and such plats or replats of Tequesta, recorded in the Public Records of Palm Beach County, Florida. C. All of the provisions of this Declaration, the Articles, and By -Laws of the Association and all 1140� exhibits thereto, and all Rules and Regulations adopted by the Association, as same may be amended from time to time. D. The rights of other Owners, their family members, quests, invitees, licensees, employees, or agents, to use the Yacht Club Place in accordance with this Declaration. ARTICLE IV ASSOCIATION FUNCTION, MEMBERSHIP AND VOTING RIGHTS 4.1. Function of Association. The Association shall be the entity responsible for management, maintenance, operation and control of Yacht Club Place. In addition, the Association shall be the primary entity responsible for enforcement of this Declaration and such reasonable Rules and Regulation as the Board may adopt. The Association shall also be responsible for administering and enforcing the architectural standards and controls set forth in this Declaration. The Association shall perform its functions in accordance with this Declaration, the By -Laws, the Articles, and Florida Law. 4.2. Membership. The owner of the fee simple title of record of each Lot shall be a mandatory Member of the Association. Each Owner shall become a Member of the Association upon acceptance of the deed to his Lot. As a Member of the Association, the Owner shall be governed by the Homeowners Documents; and shall be entitled to one (1) membership for each Lot owned. In the event that a Lot is owned by more than one Person, votes and rights of use and enjoyment shall be as provided herein. The rights and privileges of �'1 Membership may be exercised by a Member or the Member's spouse, subject to the provisions of this ORB 12174 Pg 992 ,o'4� Declaration and the By -Laws. The Membership rights of a Lot owned by a corporation or partnership shall be exercised by the individual designated by the Owner in a written instrument provided to the Secretary of the Association. 4.3. Voting. Members shall be entitled to one (1) vote for each Lot owned by such Member. Where more than one (1) Person holds the interest in such Lot, the vote for such Lot shall be exercised as those Persons owning the Lot determine among themselves, and advise the Secretary of the Association prior to casting their vote. In the absence of such advice, the Lot's vote shall be suspended in the event that more than one (1) Person seeks to exercise it. ARTICLE V GENERAL RIGHTS AND OBLIGATIONS OF THE ASSOCIATION 5.1. Rules and Regulations. The Association, through its Board, may make and enforce reasonable rules governing the use of the Property, in addition to, further defining or limiting, and, where specifically authorized hereunder, creating exceptions to those covenants and restrictions set forth in this Declaration. Such rules shall be binding upon all Owners, occupants, invitees, and licensees until and unless repealed or modified in a regular or special meeting by the vote of Members representing 51 % of the total votes in the Association. 5.2. Implied Rights; Board Authority. The Association may exercise any other right or privilege given to it expressly by this Declaration or the By -Laws, or reasonably implied from or reasonably necessary to effectuate any such right or privilege. Except as otherwise specifical ly provided in this Declaration, the By - Laws, Articles, or by law, all rights and powers of the Association may be exercised by the Board without a vote of the Membership. 5.3. Indemnification. The Association shall indemnify every officer, director, and committee member against all expenses, including counsel fees, reasonably incurred in conn6ction with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board) to which he or she may be a party by reason of being or having been an officer, director, or committee member. The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers, and directors shall have no personal liability with respect to any contract or other commitment made or action taken in good faith on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association). The Association shall indemnify and forever hold each such officer, director and committee member harmless from any and all liability to others on account of any such contract, commitment or action. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any present or former officer, director, or committee member may be entitled. The Association shall, as a Common Expense, maintain adequate general liability and officers and directors' liability insurance to fund this obligation, if such insurance is reasonably available. 5.4. Security. The Association may, but shall not be obligated to, take certain measures to provide security within the Property. NEITHER THE ASSOCIATION, THE DECLARANT, NOR ANY SUCCESSOR DECLARANT, SHALL BE DEEMED INSURERS OR GUARANTORS OF SECURITY OR THE SAFETY OF THE OWNERS, THEIR FAMILY MEMBERS, TENANTS, AND SOCIAL INVITEES /'1 WITHIN THE PROPERTY, NOR SHALL ANY OF THEM BE HELD LIABLE FOR ANY LOSS OR ORB 12174 Rg 993 DAMAGE BY REASON OF FAILURE TO PROVIDE ADEQUATE SECURITY OR DUE TO THE INEFFECTIVENESS OF SECURITY MEASURES UNDERTAKEN. NO REPRESENTATION OR WARRANTY IS MADE THAT ANY FIRE PROTECTION SYSTEM, ALARM SYSTEM, OR OTHER SECURITY SYSTEM CANNOT BE COMPROMISED OR CIRCUMVENTED, NOR THAT ANY SUCH SYSTEMS OR SECURITY MEASURES UNDERTAKEN WILL IN ALL CASES PREVENT LOSS, OR PROVIDE THE DETECTION OR PROTECTION FOR WHICH THE SYSTEM IS DESIGNED OR INTENDED. EACH OWNER ACKNOWLEDGES, UNDERSTANDS AND COVENANTS TO INFORM ITS LESSEES THAT THE ASSOCIATION, ITS BOARD OF DIRECTORS AND COMMITTEES, AND THE DECLARANT ARE NOT INSURERS OF THE FOREGOING, AND THAT EACH PERSON USING THE PROPERTY ASSUMES ALL RISKS FOR LOSS OR DAMAGE TO PERSONS, TO LOTS, IMPROVEMENTS, AND PERSONAL PROPERTY OF THE OWNERS RESULTING FROM ACTS OF THIRD PARTIES. ARTICLE VI GENERAL MAINTENANCE RESPONSIBILITIES 6.1. Association's Responsibility. A. The Association shall maintain and keep in good repair Yacht Club Place (as more particularly set forth below), utility easements, and drainage easements. The maintenance of the foregoing, shall include, without limitation, maintenance, repair, and replacement, subject to any insurance then in effect. B. The following provisions shall govern with respect to the construction and maintenance of Yacht Club Place: (1) The Declarant shall construct Yacht Club Place in conformity with the plans and specifications submitted to and approved by the Village as part of the application for subdivision approval of Yacht Club Point ("Yacht Club Place Plans and Specifications")' In connection with the subdivision approval, Yacht Club Place has been dedicated to the Village. (2) The Association shall maintain Yacht Club Place in perpetuity for the benefit of, and to the satisfaction of, the Village and in accordance with all applicable statutes and ordinances deemed applicable by the Village and in conformity with the Yacht Club Place Plans and Specifications. In the event Yacht Club Place is not maintained in accordance with this paragraph, the Village, subsequent to notice to the Owners of Lots within Yacht Club Point, may maintain Yacht Club Place and charge the costs thereof to each such Owner, Owner's successor or assigns on a pro rata basis, and may lien any Lot within Yacht Club Point in the event the Owner of that Lot has failed to pay Owner's pro rata charge. (3) By this Declaration, the Village is hereby granted all rights of ingress and egress to Yacht Club Place for the health, safety, and welfare of the residents. (4) In the event that the Village of Tequesta shall ever agree to accept the responsibility for maintaining Yacht Club Place, the Association shall, prior to transfer of said maintenance responsibilities, be obligated to make any and all improvements to Yacht Club Place which are necessary to comply with existing regulations of the Village of Tequesta. C. Unless otherwise provided herein, the maintenance costs to the Association shall be assessed 6 ORB 12174 Pg 99.4 equally among the Owners, as part of the Common Expenses pursuant to the provisions of this Declaration. 6.2. Owner's Responsibility. Each Owner shall, at their sole cost and expense, maintain their own Lot, including, without limitation, structures, parking areas, landscaping and other improvements comprising the Lot. ARTICLE VII EASEMENTS 7.1. Easements for Owners. The Declarant hereby grants a perpetual non-exclusive easement to the Association, Mortgagees, and to the Lot Owners, their families, guests, invitees, licensees and lessees upon, over, and across Yacht Club Place. The Declarant hereby grants an additional perpetual non-exclusive easement to the Association over, across, through, and under all portions of Yacht Club Point for the purpose of performing the maintenance and repair requirements of the Association as described in this Declaration. 7.2. Easements for Utilities. A. There are hereby reserved to the Declarant, so long as the Declarant Owns any property described in Exhibit "A," the Association, and their respective assignees and designees, access and maintenance easements upon, over, across, and under all of the Property to the extent reasonably necessary for the purpose of performing the Association's maintenance obligations hereunder. B. The Declarant hereby also grants a perpetual non-exclusive easement to all utility or service companies servicing Yacht Club Point, upon, over, across, through, and under the Utility and Drainage Easements shown on the Plat for ingress, egress, installation, replacement, repair, and maintenance of all utility and service lines and systems including, but not limited to water, irrigation, sewer, telephone, electricity, cable tv, or communication lines and systems. It shall be expressly permissible for the providing utility or service company to install and maintain facilities and equipment on said property, to excavate for such purposes, and to affix and maintain wires, facilities, circuits, and conduits on, in, and under the such areas, providing such company restores any disturbed area substantially to the condition existing prior to their activity. Notwithstanding anything to the contrary contained in the foregoing, no utility service line or system may be installed or relocated within such areas without the consent of the Association. 7.3. Easements for Encroachments. The Declarant hereby grants an easement for encroachment in the event any improvements upon Yacht Club Place now or hereafter encroaches upon any Lot, as a result of minor inaccuracies in survey, construction, reconstruction, or due to settlement or movement or otherwise to a distance of not more than three feet, as measured from any point on the common boundary along a line perpendicular to such boundary. The encroaching improvements shall remain undisturbed as long as the encroachment exists. This easement for encroachment shall also include an easement for the maintenance and use of the encroaching improvements. In no event shall an easement for encroachment exist if such encroachment occurred due to willful and knowing conduct on the part of, or with the knowledge, and consent of, an Owner, occupant or the Association 7.5. Easements for Drainage. Every Lot shall be burdened with easements for natural drainage of storm water runoff from other portions of the Property, or from other property owned by the Declarant; provided, however, no Person may alter the natural drainage on any Lot so as to materially increase the drainage of e"N storm water onto adjacent portions of the Property without the consent of the Owner of the affected property. ORB 12174 pg 995 ARTICLE VIII ASSESSMENTS 8.1. Creation of Assessments. There are hereby created two types of Assessments: (a) Base Assessments to fund expenses for the benefit of all Members of the Association, and (b) Special Assessments as described in paragraph 8.3. below. A. Unless specifically provided otherwise in this Declaration, Base Assessments shall be levied equally on all Lots. Special Assessments shall be levied as provided in paragraph 8.3. below. Each Owner, by acceptance of his or her deed is deemed to covenant and agree to pay these Assessments. B. Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors which may include, without limitation, acceleration of the annual Base Assessment for delinquent Members. Unless the Board otherwise provides, the Base Assessments shall be payable not less frequently than quarter -annually in advance. Base Assessments shall be billed on the fifteenth day of December, March, June, and September of each year for Assessments due and payable on the first day of January, April, July, and October, respectively of each year. Assessments not paid by the due date will incur late charges as determined by the Board. C. No Owner may waive or otherwise exempt himself from liability for the Assessments provided for herein. The obligation to pay Assessments is a separate and independent covenant on the part of each �1 Owner. No diminution, abatement, or set-off of any Assessment shall be claimed or allowed by reason of any alleged failure of the Association or Board to take some action or perform some function required to be taken or performed by the Association or Board under this Declaration, or for inconvenience or discomfort arising from repairs or improvements undertaken by the Association, or arising as a result of any action undertaken by the Association in order to comply with any law: or ordinance, or any order or directive of the Village of Tequesta, Palm Beach County, the State of Florida, or other authority having jurisdiction over the Property. D. So long as the Declarant owns any property within Yacht Club Point, the Declarant's obligation for payment of Assessments of any kind shall be limited to the difference between the amount of Assessments levied by the Association, and the amount of actual expenditures required to operate the Association during the fiscal year. This obligation may be satisfied in the form of a cash subsidy or by "in kind" contributions of services or materials, or a combination of these. The Association is specifically authorized to enter into subsidy contracts or contracts for "in kind" contribution of services or materials or a combination of services and materials with the Declarant or other entities for the payment of some portion of the Assessments. This provision shall not be amended without the consent of Declarant. 8.2. Computation of Base Assessments. At least sixty (60) days before the beginning of the fiscal year, the Board shall prepare a budget to determine the estimated costs of operating the Association during the upcoming year. The Board shall cause a copy of the budget and the amount of assessments to be levied against each Lot for the following year to be delivered to each Owner at least thirty (30) days prior to the end of the current fiscal year. The budget and the assessment shall become effective unless disapproved at a meeting of the Members, by a vote of the Members, or their alternates representing at least two-thirds (2/3 ) of the total vote of the Association. There shall be no obligation to call a meeting for the purpose of ORB 12174 Gg 94D& considering the budget except on petition of the Members as provided for special meetings in the By -Laws. Notwithstanding the foregoing, in the event the proposed budget is disapproved or the Board fails for any reason to determine the budget for any year, then and until such time as a budget shall have been determined as provided herein, the budget in effect shall continue for the upcoming year. 8.3. Special Assessments. A. The Association may levy a Special Assessment or Special Assessments; provided, such Assessment shall have the affirmative vote or written consent of Members or their alternates representing at least two-thirds (2/3) of the Members. Special Assessments shall be payable in such manner and at such times as determined by the Board, and my be payable in installments extending beyond the fiscal year in which the Special Assessment is approved, if the Board so determines B. The Association may also levy a Special Assessment against any Member in order to reimburse the Association for costs incurred in connection with the enforcement against the Member of any provision of the Declaration, any Amendments thereto, the Articles, By -Laws, and the Rules and Regulations. 8.4. Date of Commencement of Base Assessments. The Base Assessments provided for herein shall commence as to each Lot at the time of conveyance of the Lot by the Declarant to the Owner. Assessments shall be due and payable in a manner and on such schedule as determined by the Board of Directors. The first Base Assessment shall be adjusted according to the number of days remaining in the fiscal year at the time Assessments Commence on a Lot. 8.5. Subordination of the Lien to First Mortgages. The lien of Assessments, including interest, late charges, and costs (including attorneys fees) provided for herein, shall be subordinate to the lien of any Institutional Lender holding a first mortgage upon any Lot as provided in this Declaration (an Institutional Lender who holds a first mortgage is sometimes referred to hereafter as "First Mortgagee"). The sale or transfer of any Lot shall not affect, impair, or extinguish the Assessment lien,.howdver, the sale or transfer of any Lot pursuant to judicial or nonjudicial foreclosure, or deed in lieu of foreclosure of a first mortgage shall extinguish the lien of such Assessments as to charges which became due prior to such sale or transfer. No sale or transfer shall relieve such Owner from lien rights for any Assessments thereafter becoming due. Where the Institutional Lender holding a first mortgage of record or other purchaser of a Lot obtains title pursuant to remedies under the Mortgage, its successors and assigns shall not be liable for the share of the Common Expenses or Assessments of the Association chargeable to such Lot which became due prior to the acquisition of title to such Lot. In such event, the unpaid share of Common Expenses or Assessments shall be deemed to be Common Expenses collectible from the Owners of all the Lots, including such purchaser, its successors and assigns. 8.6. Exempt Property. Notwithstanding anything to the contrary contained in this Declaration, the Articles, By -Laws, and Amendments thereto, the following property shall be exempt from the payment of Base Assessments and Special Assessments: A. All property dedicated to and accepted by any governmental authority or public utility. ORES 12174 Rg 997 ARTICLE IX ESTABLISHMENT AND ENFORCEMENT OF LIENS 9.1. Lien for Assessments. All Assessments authorized in this Declaration, together with interest at a rate not to exceed the highest rate allowed by Florida law as computed from the date the delinquency first occurs, late charges, costs of collection, and reasonable attorney's fees, shall be a charge on the land, and shall be a continuing lien upon the Lot against which each Assessment is made. Each such Assessment, together with interest, late charges, costs of collection, and reasonable attorney's fees, shall also be the personal obligation of the Person who was the Owner of such Lot at the time the Assessment arose, and any subsequent grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance, except no First Mortgagee who obtains title to a Lot pursuant to the remedies provided in the Mortgage shall be liable for unpaid Assessments which accrued prior to such acquisition of title. Under no circumstances shall the Board suspend the voting rights of a Member for nonpayment of any Assessment. 9.2. Effective Date of Lien. Said lien shall be effective only from and after the time of recording, in the Public Records of Palm Beach County, of a written, acknowledged statement by the Association which sets forth the amount due to the Association. Upon recording, the Association shall have a perfected lien for unpaid Assessments prior to and superior to all other liens, except for the following: (1) all taxes, bonds, assessments, and other levies which by law would be superior thereto, and (2) the lien or charge of any first mortgage of record made in good faith and for value. Upon full payment of all sums secured by the Association lien and costs and fees accrued in connection therewith, the Association shall execute a Satisfaction of Lien in a form which may be recorded in the Public Records of Palm Beach County, Florida. 9.3. Rights of First Mortgagees. When any First Mortgagee obtains title to a Lot as a result of a foreclosure of Mortgage, or deed (or assignment) is given in lieu of foreclosure, such acquirer of title, their successors and assigns, shall not be liable for the Assessments pertaining to such Lot or chargeable to the former owner which became due prior to the acquisition of title as a result of the foreclosure or deed (or assignment) in lieu of foreclosure, unless such Assessments are secured by a Claim of Lien and recorded prior to the recording of the Mortgage. Any unpaid Assessments which are subordinate or junior to any such Mortgage shall be deemed to be Assessments collectable from all Lots. 9.4. Remedies. In the event any Owner shall fail to pay his or her Assessments within (15) days after the same becomes due, the Association, through its Board, may exercise any of the following remedies: A. To accelerate the entire amount of any Assessments for the remainder of the year notwithstanding any provisions for the payment thereof in installments. B. To advance funds on behalf of the Owner. The funds so advanced, including reasonable attorneys' fees and expenses, and the cost to borrow funds, if necessary, incurred in connection with such advance, together with interest at the highest rate allowable by law, may thereupon be collected or enforced by the Association in the same manner as any other Assessment. C. To file an action in equity to foreclose its lien at any time after the effective date thereof. The lien may be foreclosed by an action in the name of the Association in a like manner as the foreclosure of a mortgage on real property. 10 ORB 12174 Fg S<3$ D. To file an action at law to collect said Assessments, together with interest at the highest rate allowable by law, costs and attorneys' fees, without thereby waiving any lien rights or rights of foreclosure by the Association. The foregoing remedies shall be in addition to any rights or remedies now or hereafter provided by law or equity, and all rights and remedies shall be cumulative and not exclusive of each other. 9.5. Rights upon Foreclosure. The Association, acting on behalf of the Owners, shall have the right to bid on and purchase any Lot at any foreclosure sale and to acquire and hold, lease, mortgage, and convey the same. During the period in which the Lot is owned by the Association following foreclosure: (a) no right to vote shall be exercised on its behalf; (b) no Assessment shall be assessed or levied on it; and (c) each other Lot shall be charged, in addition to its usual Assessment, its equal pro rata share of the Assessment that would have been charged such Lot had it not been acquired by the Association as a result of foreclosure. Any action to recover a money judgement for unpaid Common Expenses, together with all charges and expenses incurred in connection therewith, including attorney's fees shall be maintainable without foreclosing or waiving the lien securing the same. ARTICLE X INSURANCE 10.1. Insurance. The Association shall maintain a policy or policies to insure Yacht Club Place from casualty losses, and shall be in such amounts so that the insured will not be a co-insurer except under deductible clauses required to obtain coverages at a reasonable cost. 10.2. Reconstruction and Repair of Yacht Club Place after Casualty. t A. In the event that the improvements with respect to Yacht Club Place are damaged by casualty, such improvements shall be reconstructed and repaired. If a dispute arises as to whether Yacht Club Place should be repaired or reconstructed, the Board shall determine whether to repair or reconstruct and the Owners shall be bound by this determination, provided, however, the Association shall be governed by the terms of Section 6.1 of this Declaration. The Association shall have the right to specially assess all Members of the Association for the cost to comply with this paragraph in the event insurance proceeds, if any, are insufficient to repair or rebuild the affected areas of Yacht Club Place in accordance with this paragraph. B. The intent of these provisions is to ensure, to the greatest extent possible, that the community - wide standard is maintained by requiring the Association to repair damage to Yacht Club Place as soon as possible after any casualty. All reconstruction and repairs shall be substantially in accordance with the plans and specifications for such property as originally constructed, and in any event, according to plans and specifications approved by the Board. 10.3. Public Liability Coverage. The Association shall maintain comprehensive general liability coverage insuring the Association against any and all claims and demands made by any Person for injuries incurred in connection with the ownership, operation and maintenance of Yacht Club Place and improvements located thereon, or for any other risk insured by such policies. Each policy purchased by the Association shall have 11 ORB 12174 Pg 999 limits of not less than $1,000,000.00 covering all claims for personal injury and property damage arising out of a single occurrence. The liability coverage shall include protection against liability for non -owned and hired automobiles, and liability of hazards related to the usage thereof. In addition, the coverage shall include protection against liability that results from actions related to employment contracts to which the Association is a party. All such policies shall name the Association, and the Declarant as additional insured parties. The original policies of insurance shall be held by the Board or in the office of the Insurance Trustee. 10.4. Fidelity Bond Coverage. The Association shall obtain Fidelity Bonds or Fidelity Insurance covering officers, directors, employees and other persons responsible for handling Association funds. Said Fidelity Bonds or Insurance shall meet the following requirements. A. All such Fidelity Insurance or Bonds shall name the Association as an obligee; B. Such Fidelity Insurance or Bonds shall be written in the amount equal to at least 150% of the total of three months operating expenses of the Association, and the amount in reserve as of the end of each fiscal year of the Association; C. Such Fidelity Insurance or Bonds shall contain waivers of any defense based upon the exclusion of persons who serve without compensation from any definition of "employee" or a similar expression; D. Such insurance or bonds shall provide that they may not be canceled or substantially modified (including Cancellation for nonpayment of premiums) without at least thirty (30) days prior written notice to the insured. 10.5. Flood Insurance. If any part of Yacht Club Place is in a special flood hazard area, and is insurable as defined by the Federal Emergency Plan Management Agency, the Association shall insure same. The coverage shall be 100% of the current replacement cost of any improvements or structures and other insurable property, or the maximum coverage available for such improvements, structures, or property under the National Flood Insurance program. 10.6. Insurer. All insurance shall be issued by a company authorized to do business in the State of Florida. 10.7. Named Insured. For all policies obtained by the Association, the named insured shall be the Association individually and as trustee for the Members, and shall also include Institutional Mortgagees who hold Mortgages upon Lots covered by the policy, whether or not the Institutional Mortgagees are named. The Board may authorize the Insurance Trustee to maintain the policies and receive any proceeds of such policies. 10.8. Premiums. Premiums on policies purchased by the Association shall be paid as a Common Expense. However, if the amount of a premium is increased because a Lot or its appurtenances is misused or abandoned, then the Owner of such Lot shall be liable for the amount of such increase. The Association will furnish evidence of premium payment to each Institutional Mortgagee upon request. 10.9. Insurance Proceeds. All insurance policies purchased by the Association shall be for the benefit of the Association, the Members, and their Mortgagees as their interests may appear, and shall provide that all proceeds covering property losses shall be paid to the Association as trustee, or to such institution in Florida 110'*N, with trust powers as may be designated as Insurance Trustee by the Board. The Trustee shall hold the 12 ORB 12174 Rg 1000 proceeds for the benefit of the foregoing in accordance with the provisions of this Declaration and the following: A. An undivided share for each Lot Owner, that share being the same as such Owner's undivided share in the Common Expenses. B. In each and every instance in which a mortgagee endorsement has been issued, the share of the Owner of the encumbered Lot shall be held in trust for the Mortgagee and such Owner, as their interests may appear; provided, however, that no Mortgagee shall have any right to determine, or participate in the determination, as to whether or not any such Lot shall be reconstructed or repaired, unless provided by the terms of the Mortgage, and no Mortgagee shall have any right to apply or have applied to the reduction of a mortgage debt any insurance proceeds except distribution of proceeds made to the Owner and the Mortgagee. 10.10. First Mortgagees. This Article is additionally for the benefit of First Mortgagees of Lots and may not be amended in a manner which materially impairs the rights of any First Mortgagee without the consent of such Mortgagee. 10.11. Policy Cancellation. All insurance policies purchased by the Association shall require the insurer to provide written notice to the Association or the designated Insurance Trustee, if any, and each first mortgagee named in any Mortgage clause, at least 10 days before it cancels or substantially changes the coverage. to-N 10.12. Association as Agent. The Association is irrevocably appointed agent for each Lot Owner and for each Mortgagee or other lienor of a Lot, and for each owner of any other interest in the property, for the purpose of adjusting claims arising under insurance policies purchased by the Association, and also for the purpose of executing releases upon the payment of claims. e011 ARTICLE XI USE RESTRICTIONS 11.1. Use Restrictions. The Board shall have the authority to make and enforce standards and restrictions governing the use of the Property in addition to those contained herein. Such regulations and use restrictions shall be binding upon all Owners, occupants, and all parties entering upon the Property, until such time that such regulations and use restrictions are overruled, canceled, or modified pursuant to a regular or special meeting of the Association by Members representing two-thirds (2/3) of the Members. A. No refuse containers shall be placed for pick up along that portion of Yacht Club Place shown on the Plat, rather, all refuse containers shall be placed for pick up on trash pick up days at the entrance to Yacht Club Place in a manner which does not interfere with the flow of traffic in and out of Yacht Club Point. B. No gate, fence or device which impedes the flow of traffic may be placed at the entrance to Yacht Club Point. 13 ORB 12174 Pg 1001 C. Rules and Regulations The Lot Owners shall abide by each and every Rule and Regulation promulgated from time to time by the Board. The Board shall provide written notice to each Owner in violation of the Rules and Regulations and Fifteen (15) days in which to cure the violation. ARTICLE X1I ENFORCEMENT OF DECLARATION This Declaration maybe enforced by any proceeding at law for damages or any proceeding in equity to compel compliance with its terms or to prevent any future violation or breach of any of the covenants, terms, conditions, and restrictions contained herein or in the Homeowners Documents. The terms, conditions, covenants, and restrictions of this Declaration and the Homeowners Documents may be enforced by the Declarant, the Association, or any Member; provided, however, any Member who takes any action to enforce this Declaration, or the Homeowners Documents, shall indemnify the Declarant and the Association from any loss or expense arising from or related to such action. ARTICLE XIII AMENDMENTS 13.1. Amendments Generally. Until the first conveyance of a Lot by the Declarant to an Owner other than ?O"NDeclarant ("Amendment Date"), the Declarant may, in its sole discretion, amend any provision in this Declaration and the Homeowners Documents, including, without limitation, those provisions respecting the payment of Assessments, provided however, no amendment which affects the rights of Mortgagees may be made by Declarant without the consent of such Mortgagee. Thereafter, other than an amendment terminating this Declaration, the Declaration may only be amended by consent of Members representing at least a majority of the Members, and 2) the consent of the Declarant, so long as it owns any land subject to this Declaration. No amendment may be made to those provisions running in favor of the Village of Tequesta described in paragraph 6.1 absent approval of the Village of Tequesta. 13.2. Scrivener's Errors, The Declarant may amend this Declaration in order to correct any scrivener's error or similar defect or omission without the consent of the Members or the Board, provided that such amendment is reasonable and does not materially affect the rights of the Members. Such an amendment shall be executed by the Declarant and a copy furnished to each Member, the Association, and all Institutional Mortgagees as soon as practicable after the recording thereof in the Public Records of Palm Beach County. 13.3 Effective Date of Amendments. Any amendment to the Declaration shall be effective upon the recording of such amendment in the Public Records of Palm Beach County. ARTICLE XIV TERMINATION ?00� 14.1 Limitation on Termination. This Declaration may not be terminated for a period of Twenty-five (25) 14 ORB 12174 Fig 1002 �1 years from the recording of this Declaration. This Declaration shall be automatically renewed and extended for successive periods of Ten (10) years each, unless at least One (1) year prior to the expiration of either the initial Twenty Five (25) year period or any successive Ten (10) year period, an instrument terminating this declaration is recorded in the Public Records of Palm Beach County. No instrument purporting to terminate this Declaration shall be effective unless executed by the Members representing at least 2/3 of the Members and the Declarant, so long as it owns any land subject to this Declaration. ARTICLE XV MISCELLANEOUS 15.1 No Waiver. The failure by the Declarant, the Association, or any Owner, to object to any Person's failure to comply with any of the terms and provisions contained herein, shall in no event be deemed a waiver of any right to object to same and to otherwise seek compliance with the provisions herein. 15.2. Headings. Article and paragraph captions inserted throughout this Declaration are inserted only as a matter of convenience and are for reference only. In noway shall such captions or headings serve to define, limit or in any way affect the interpretation of any of the terms and provisions of this Declaration. 15.3. Pronouns. Whenever the context requires, any pronoun used herein may be deemed to mean the corresponding masculine, feminine or neuter form thereof, and the singular form of any nouns or pronouns herein may be deemed to mean the corresponding plural form thereof and vice versa. 15.4. Severability. In the event any one of the provisions of this Declaration shall be deemed invalid by a court of competent jurisdiction, said judicial determination shall in no way affect any of the other provisions hereof, which shall remain in full force and effect. 15.5. Homeowners Documents. The Association is required to make current copies of the Declaration, Articles of Incorporation, By -Laws, Rules and Regulations and other such documents governing the Association, as well as the books, records, and financial statements of the Association, available to Members, Institutional Mortgagees, the Declarant, and to holders, insurers or guarantors of any first mortgage. "Available" shall be defined as obtainable for inspection during normal business hours or under such other reasonable circumstances, within a reasonable time after written request. Any Institutional Mortgagee who holds a first mortgage shall be entitled to a financial statement of the Association for the preceding fiscal year, within a reasonable time after written request. IN WITNESS WHEREOF, the Declaration of Covenants and Restrictions for Yacht Club Point has been signed by the Declarant and the Association on the day and year first above set forth. The Declarant and the Association have caused these presents to be executed in their names and their corporate seals to be hereunto affixed by their duly authorized officers. 15 ORB 12174 Pg 1003 Signed, sealed and delivered in our presence as witnesses: JIM BURG TOM HOMES INC., a FLORIDA CORPO tress-- s "� BY: JAMES A. SIDENT Witness STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me thin day of /, 2000, by. JAMES A. BURG as President of Jim Burg Custom Homes, Inc, a Florida Corporation, who acknowledged that he executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said se w s affixed by due and regular corporate authority, and that it was the fre act of said Corporation, and ) who is personally known to me or (_) who has produced as identific ion and who did take an oath. OTARY PUBLIC (Seal) h „� ��,,,, Joseph D. Grosso, • �. MY COMMISSION * CCB3776B EXPIRES (print Nam Q"i 3uly 30, 2003 SONDEDDiRUTROYFWNINSUR��t My Commission Expires: 16 ORB 12174 Pg 1004 JAM -ONE, LTD, A FLORIDA LIMITED PARTNERSHIP BY JAM -ONE MANAGEMENT, INC, A FLORID ORATION, ITS GENERAL PARTNE , Wi BY: J BURG, ITS RESI ENT Witness STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this 9 day of 601p&cm'_2000, by JAMES A. BURG as President of Jam -One Management, Inc., as General Partner of Jam -One, Ltd., a Florida Limited Partnership who acknowledged that he executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal was a axed by due and regular corporate authority, and that it was the fr e act of said Corporation, and t=j who is personally known to me or who has produced as identification and who did take an oath. ;s r 7oseph D. Grosso, 7r. a•: r My COMMISSION* CC837768 EXPIRES (Seal) ]uN 3Q 2003 a %',+�'• d;c° 60NOED THRU TROY iAIN INSURANCE INC 17 NOTARY PUBLIC (Print Name My Commission Expires: ORB 121.74 Pg 1005 e00*N e"\ YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., a FLORIDA CORPORATION, NOT -FOR -PROFIT B Witness STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this day of 09iD6F4---, 2000`by JAMES A. BURG as President ,of Yacht Club Point Homeowners Association, Inc., a Florid Corporation, Not -for -profit, who acknowledged that they executed this instrument as such Officer of id Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal w affixed by due and regular corporate authority, and that it was the free ct of said Corporation, and (_) who are personally known to me or (_j who have produced n as identification and who did take an oath. 7oseph D. Grosso, )r• (Seal)," My MMISSION # CCB37766 EXPIRES CO • )uN 30, 200suar�Nc6 iNc -j9'* TROY FAIN BONDEDmRU 18 EtY PUB C <1 � (Print Nam ) My Commission Expires: ORB 12174 Pg 1006 JOINDER OF MORTGAGE HOLDER COMMUNITY SAVINGS, F.A., A FEDERAL SAVINGS AND LOAN ASSOCIATION, as mortgagee under that certain mortgage recorded in Official Records Book Iao'�t, Page 14+3, and Collateral Assignment of Leases, Rents, etal. recorded in Official Records Book l �o1�t, Page G-7 I , and UCC-I Financing Statement recorded in Official Records Book! ;La)*, Page )4 -7 V, all the public records of Palm Beach County, Florida, does hereby join in, and declare that its mortgage shall be subject to the terms, covenants, conditions, and restrictions of this Declaration. Witness C\.0,t v,C_ a-14 Witness STATE OF FLORIDA COUNTY OF PALM BEACH COMMUNITY SAVINGS, F.A., A FEDERAL SAVINGS AND LOAN ASSOCIATION BY: f Cecil F. Howard, Jr. Its Senior Vice President Dated: (Corporate Seal) The foregoing instrument was acknowledged before me this day of & !'r-'&-,- , 2000, by Cecil F. Howard, as Senior Vice President of Community Savings, F.A., a Federal Savings and Loan Association, who acknowledged that he executed this instrument as such Officer of said Corporation, and that the seal affixed is the corporate seal of said Corporation, and that said seal was affixed by due and regular corporate authority, and that it was the free act of said Corporation, and who is_personally known to me or who has produced as identification and who did take an oath. (Seal) ,y mela S. # uidthread CC800 MY COMMISSION 7 EXPIRES r..A:A knuary 17, 2003 ���Rf�.F BONDED TMRUTROY FAIN INSURANCE. INC 19 NOT Y PUBLIC O /a74/� �v (Print Name) My Commission Expires: ORES 1217-4 Pg 1007 EXHIBIT "A" Legal description All of the plat of YACHT CLUB POINT, according to the plat thereof recorded in Plat Book 88, Pages 139 and 140, the Public Records of Palm Beach County, Florida. 20 uKb 1 ie1 7-4 Gg 1008. BYLAWS OF YACHT CLUB POINT HOMEOWNERS ASSOCIATION INC. ARTICLE I NAME AND LOCATION Section 1. The name of this corporation is YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC. A Florida not -for -profit corporation (hereinafter the "Association"). Section 2. The principal place of business of the Association is located in Tequesta, Florida, and the initial principal office of the Association is at 759 South Federal Highway, Suite 212, Stuart, Florida 34994, or such other place as the Board of Directors may from time to time determine. ARTICLE H DEFINITIONS The definitions and terms defined and used in the Declaration of Protective Covenants for Yacht Club Point (the Declaration to which these Bylaws are attached as an Exhibit) shall apply to these Bylaws. e"81N ARTICLE III MEMBERSHIP AND VOTING RIGHTS Section 1. A Buyer shall automatically be a member of the Association upon acquiring fee simple title to any portion of the Property. Section 2. Subject to Section 3 below, Voting Rights shall be based on the formula of one vote per Lot. If a Lot is owned by two (2) or more Buyers, the Voting Rights applicable to such Parcel shall be determined as if there were only one (1) Buyer. Section 3. The term "Voting Representative" shall mean and refer to any individual designated in a Certificate filed with the Secretary of the Association designating a voting member for each Buyer. ARTICLE IV MEETINGS OF MEMBERS Section 1. An annual meeting of the members shall be held in December of each year at the principal office of the Association or at such other place in Martin County or Palm Beach County, Florida as may be set forth in the notice of said meeting. At such meeting the members shall elect directors to serve until the next annual meeting of the members or until their successors shall be duly elected and qualified and may conduct such other business as may be authorized to be transacted by the members. Section 2. Special meetings of the members shall be held at such place and time as may be set forth eo-%, in the notice of said meeting and may be called by the President, or in his absence by the Vice President, or by a majority of the Board of Directors, or by a majority of the members of the Association. The business conducted at such special meeting shall be limited to that stated in the notice of meeting. ORB 12174 Pg 1009 T1 Section 3. Notice of members' meetings stating the place, day, hour and purposes for which the meeting is called, shall be given by the President, Vice President or Secretary. Such notice shall be given to each member not less than fourteen (14) days, nor more than sixty (60) days prior to the date set for such meeting, which notice shall be mailed (by first class mail if mailed less than 30 days before the meeting). Such notice shall be deemed to be properly given when deposited in the United States mails, addressed to the member at his post office address as it appears on the records of the Association, with postage thereon prepaid. Any member may, by a written statement signed by such member, waive such notice, and such waiver, when filed in the records of the Association, whether before or after the holding of the meeting, shall be deemed equivalent to the giving of proper notice to such member. Meetings may be held without notice by written consent of all Voting Representatives or in an emergency situation. Section 4. The President, or in his or her absence the Vice President, shall preside at all meetings of the membership. In the absence of both persons, the Board of Directors shall select a chairman. Section 5. A quorum for members' meetings shall consist of at least a majority of all Voting Representatives. In the event that a quorum is not present, the Voting Representatives present at any meeting, though less than a quorum, may adjourn the meeting to a future date. The acts approved by a majority of the Voting Representatives present at a meeting at which a quorum is present shall constitute the acts of the members, except where approval by a greater number of members is required by the Declaration, the Articles of Incorporation, these Bylaws, or Florida law. Section 6. Votes may be cast in person or by proxy. All proxies shall be in writing and shall be filed with the Association. ARTICLE V DIRECTORS Section 1. The business affairs of the Association shall be Inanaged by a Board of Directors who shall be elected by the member(s). Said Board of Directors shall consist of at least three (3) and not more than five (5) persons of legal age, who, except for those Directors appointed by Declarant, must be Members of the Association. Section 2. The original members of the Board of Directors shall be those persons set forth in the Articles of Incorporation. Directors shall be elected annually by the members at the annual members' meeting, and such directors shall serve until their successors are duly elected and qualified, or until they are removed in the manner elsewhere provided, or until they resign, whichever first occurs. Section 3. In the event of a vacancy occurring in the Board of Directors for any reason whatsoever, the remaining directors shall elect a person to serve as a director for the unexpired portion of the term of the former director. Section 4. No compensation shall be paid to Directors for their services as Directors. Compensation may be paid to a Director in his or her capacity as an officer or employee or for other services rendered to the Association outside of his or her duties as a Director, provided that measures are taken to assure that such services are provided at a reasonable cost. N ORB 12174 Pg 1010 Section 5. 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 Board of Directors. Notice of regular meetings of the Board of Directors shall be given to each Director, personally, by mail or facsimile, at least ten (10) days prior to the day named for such meeting. The Directors may establish a schedule of regular meetings and no notice shall be required to be given to Directors as to such regular meetings once said schedule has been adopted and delivered to all Directors. Section 6. Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice upon the written request of a majority of the Board of Directors. Section 7. Before, at, or after any meeting of the Board of Directors, said Directors may, in writing, waive notice of said meeting and such waiver shall be deemed equivalent to the giving of proper notice. Attendance by a Director at any meeting of the Board shall be a waiver of any lack of notice thereof. The joinder of a Director in the action of a meeting by signing and concurring in the minutes shall constitute the presence of such Director for the purpose of determining a quorum. Section 8. At all meetings of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except where approval by a greater number of Directors is required by the Declaration, the Articles of Incorporation, or these Bylaws. Section 9. All of the powers and duties of the Association existing under the Declaration, the Articles of Incorporation and these Bylaws shall be exercised exclusively by the Board of Directors or its managing agents, subject only to approval by members of the Association when such is specifically required. The Board of Directors shall have all the powers vested under common law and under the Florida Corporations Act (to the extent applicable), together with any powers granted to it pursuant to the terms of these Bylaws, the Articles of Incorporation of the Association, and the Declaration. Such powers shall include but not be limited to the power: To manage, operate, and administer this Association and its interests. b. To make and collect assessments from members for the purposes of carrying out the Association's obligations and duties. c. To maintain, construct, improve, repair and replace the Association's property and interests, or the property for which the Association has such responsibility. d. To hire and dismiss any personnel regarding the maintenance, operation, and administration of the Association's property and its interests, or the property for which the Association has such responsibility. ORB 12174 Pg loll e. To make, amend, and publish rules and regulations respecting the use of the property operated, maintained, administered, and/or owned or leased by the Association, and establish and impose penalties and sanctions for any infractions thereof. f. To carry and pay the premium for such insurance as may be required for the protection of the Association and the members thereof against any casualty or any liability. g. To employ a management firm at a compensation established by the Board of Directors and to delegate to such management firm such powers and duties as the Board shall authorize except those as are specifically required to be exercised by the Board of Directors or the membership. h. To enforce and exercise by legal means the provisions of the Declaration, these Bylaws and the Articles of Incorporation of this Association. Association. To pay any taxes or special assessments on any lands owned, operated, or maintained by the ARTICLE VI OFFICERS Section 1. The principal officers of the Association shall be a President who shall be a Director, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. Section 2. The officers of the Association shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors and shall hold office until their successors shall be duly elected and qualified, or until they are removed, or until they resign, whichever r first occurs. Section 3. By an affirmative vote of the majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his or her successor elected by an affirmative vote of the majority of the Board of Directors at any regular meeting of the Board of Directors or at any special meeting of the Board called for such purpose. Section 4. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the members and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of president of a corporation. Section 5. The Vice President shall perform all the duties of the President in the President's absence and shall assist the President and exercise such other duties as may be required of the Vice President from time to time by the Board of Directors. Section 6. The Secretary shall process all membership applications, issue notices of all Board of Directors' meetings and meetings of the membership and shall attend and keep minutes of the same; the Secretary shall have charge of all corporate books, records and papers, except those of the Treasurer; the Secretary shall be custodian of the corporate seal; the Secretary shall have the authority to attest, with the Secretary's signature and press of the Association's seal, all contracts or other documents required to be M ORB 1 21 74 pg 1012 signed on behalf of the Association and shall perform all other such duties as are incident to the Secretary's office. Section 7. The Treasurer shall have the responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board of Directors. ARTICLE VII FINANCE Section 1. The Board of Directors of the Association shall maintain an assessment roll in a set of accounting books in which there shall be an account for each Parcel. Each account shall designate the name and address of the member(s), the amount of each assessment against the member(s), the dates and amounts in which the assessments become due, the amounts paid upon the account, and the balance due upon the assessments. The Board of Directors shall issue, or cause to be issued, upon demand by a member, a certificate representing the status of assessments pertaining to said member. A reasonable charge may be made by the Board of Directors for the issuance of said certificate. Section 2, The Board of Directors may require that a fidelity bond be obtained for all officers and employees of the Association handling or responsible for Association funds. The amount of such bond shall be determined by the Board of Directors and the premium on such bond shall be paid by the Association as jo—%� an item of general expense. Section 3. All assessments paid by members of the Association shall be utilized by the Association for the purposes enumerated in the Declaration, the Articles of Incorporation and/or these Bylaws. I ARTICLE VIII AMENDMENTS Section 1. These Bylaws may be amended by the affirmative vote of a two thirds (2/3) of the entire membership of the Board of Directors and -the affirmative vote of at least a two thirds (2/3) of the Voting Rights. THE FOREGOING WERE DULY APPROVED AS THE BYLAWS OF YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., A FLORIDA CORPORATION NOT FOR PROFIT, AT THE FIRST MEETING OF THE BOARD OF DIRECTORS. 5 ORB 1 2 1 7.4 Pg 1 0 3. 3 ARTICLES OF INCORPORATION OF YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., A FLORIDA CORPORATION NOT FOR PROFIT The undersigned, a natural person of legal age, who is a citizen of the State of Florida, acting as incorporator of a corporation under Chapter 617 of the Florida Statutes, does hereby adopt the following articles of incorporation for such corporation: ARTICLE I NAME The name of the corporation is YACHT CLUB POINT HOMEOWNERS ASSOCIATION, INC., (hereafter the "Association"). ARTICLE II PRINCIPAL OFFICE OF THE ASSOCIATION The principal office of the Association is located at 759 South Federal Highway, Suite 212, Stuart, Florida 34994. ARTICLE III REGISTERED OFFICE AND REGISTERED AGENT The street address of the initial registered office of the Association is 759 South Federal Highway, Suite 212, Stuart, Florida 34994 and the name of the initial registered agent of this corporation at that address is Joseph D. Grosso, Jr., Esquire. ARTICLE IV DOCUMENTS AND DEFINITIONS The words used in these Articles shall have the same meaning as set forth in the Declaration of Covenants and Restrictions for the Association, as amended from time to time (hereinafter called the "Declaration"), to which these Articles of Incorporation shall be attached. ORB 12174 Pg 1014 le' ARTICLE V PURPOSES OF THE ASSOCIATION This Association does not contemplate pecuniary gain or profit to the Members thereof. The specific purposes for which it is formed are to protect the values and desirability of the property of the Members, to protect the health, safety, welfare and best interests of the Members, provide for the maintenance, preservation and architectural control of the property, and improvements thereto, and perform all of the duties and obligations of the Association as set forth in the Declaration which is to be recorded in the Public Records of Palm Beach County, Florida, including, without limitation, the establishment and enforcement of the payment of assessments and other charges contained therein, and to engage in such other lawful activities as may be to the mutual benefit of the Members and their property. ARTICLE VI POWERS OF THE ASSOCIATION 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, the By -Laws, and the Declaration. Further, the Association shall have all of the rights; powers and duties reasonably necessary to operate and maintain the Association, and administer the properties pursuant to the Declaration, including without limitation, the following: 1. Exercise all of the powers and privileges, and perform all of the duties and obligations of the Association as set forth in the Homeowners Documents, as the same may be amended from time to time, including without limitation the operation and maintenance of all common property, and the legal pursuit of any claims that the Association may have against any other parties and defense of any claims that any other parties may have against the Association; 2. Fix, levy, collect and enforce payment by any lawful means, all charges and assessments made pursuant to the terms of the Homeowners Documents; to pay all expenses in connection therewith, and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes and governmental charges levied or imposed against any property of the Association; 3. Acquire, own, hold, improve, build upon, operate, maintain, convey, sekl, lease, transfer, dedicate for public or other use, or otherwise dispose of real or personal property ih connection with the affairs of the Association; 4. Borrow money with the assent of a majority vote of the Board of Directors, hereinafter call the "Board", and with the assent of two-thirds (2/3) of the Members voting in person or by proxy at a meeting duly called for that purpose, and mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; 5. Dedicate, sell or transfer all or any part of the Common Areas to any public agency, authority, utility or service company for such purposes and subject to such conditions as may be agreed upon by the Association. No such dedication shall be effective unless approved by the then Owners of 2/3 of all of the Lots, who must vote in person or by proxy at a meeting duly called for ORB 12174 Pg 1015 that purpose, and the prior written consent of the Declarant, as defined in the Declaration of Covenants and Restrictions for Yacht Club Point, has been obtained for as long as Declarant owns one or more lots, and a properly executed instrument certifying the above actions has been recorded in the Public Records of Palm Beach County, Florida. 6. Participate in mergers and consolidations with other nonprofit associations organized for similar purposes, provided that any such action shall have the approval of the then Owners of (2/3) of all of the Lots, who must vote in person or by proxy at a meeting duly called for that purpose, and evidenced by a properly executed instrument recorded in the Public Records of Palm Beach County, Florida; 7. Promulgate and enforce rules, regulations, bylaws, standards, covenants, restrictions and agreements to effectuate all of the purposes for which the Association is organized, including without limitation, contracting for management and other services to the extent that any powers and duties of the Association may be delegated in accordance with the Homeowners Documents. ARTICLE VII MEMBERSHIP Every record Owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Property, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation, shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment. Change of Membership in the Association shall be established by recording in the Public Records of Palm Beach County, a deed or other instrument establishing record title to a Lot within Yacht Club Point. Upon such recording, the title holder designated by such instrument shall become a Member, and the Membership of the prior title holder shall be deemed terminated as of the date of execution of such instrument. No action taken by a vote of the Membership of the Association shall be binding upon the Association if taken in the absence of a quorum. Unless and except as otherwise provided for in the Homeowners Documents for certain actions, the Board may determine the number of Members which will constitute a quorum, which shall in no event be less than the Members or the proxies therefor entitled to cast a majority of the total votes of the Association. ARTICLE VIII VOTING RIGHTS Each Member shall be entitled to one (1) vote for each Lot owned by such Member. When one or more person or entity is an Owner of any Lot, all such persons and entities shall be Members. The vote for such Lot shall be exercised only by a majority in interest of such Members, and in no event shall more than one vote be cast with respect to any Lot. In the event that co -owners of any Lot are unable to concur in their decision to cast a vote for a lot, they shall lose their right to cast such vote in that instance, but their presence shall be counted towards the determination of a quorum. Further the Lot's vote shall be suspended in the 1#49� event that more than one (1) Person seeks to exercise it. ORB 12174 Pg 101E, ARTICLE IX DECLARANT'S RIGHT TO ADMINISTER Until the Turnover Date, defined as that date which the Declarant is no longer permitted to appoint a majority of the Board of Directors under applicable law, and unless otherwise expressly prohibited in the Homeowners Documents or by law for specific instances, any and all powers of the Association and the Board may be exercised solely by Declarant, at Declarant's option invoke its "Right to Administer", and the Association, the Board and the Owners shall be jointly bound thereby. Declarant may select its option to administer anytime after the effective date of the Declaration of Covenants and Restrictions, by placing a memorandum evidencing same in the corporate files of this corporation. The Declarant may also relinquish the above right at any time prior to its expiration, provided that Declarant may not thereafter again exercise such option. ARTICLE X BOARD OF DIRECTORS The affairs of the Association shall be managed by a Board of Directors, which shall consist of a minimum of Three (3) Directors, who, except for those Directors appointed by Declarant, must be Members of the Association: As long as Declarant owns one or more lots, the Declarant shall have the right to appoint a majority of the Directors. However, during any period of time that Declarant has exercised its Right to n Administer, the Board may consist of one (1) member which shall be appointed by Declarant. The initial Board of Directors shall consist of the following persons: NAME ADDRESS 1. James A. Burg Post Office Box 781, Jupiter, Florida 33468. 2. Kristen Ahrens Post Office Box 781, Jupiter, Florida 33468. 3. Joseph D. Grosso, Jr. 759 South Federal Highway, Suite 212, Stuart, F134994. At the Turnover Date, not less than two (2) members of the Board elected on the Turnover Date shall serve for initial terms of one (1) year and the remaining member of the Board shall serve for an initial term of two (2) years. After the Turnover Date, at each annual meeting, Directors shall be elected to take the Board positions of the Members of the Board whose terms have expired. Directors may be removed, and vacancies on the Board shall be filled, in the manner provided by the Bylaws, provided that any Director appointed by the Declarant may only be removed by the Declarant, and any vacancy on the Board shall be appointed by the Declarant if, at the time such vacancy is to be filled, the Declarant is entitled to appoint such Director. No action taken by a vote of the Board shall be binding upon the Board or the Association if taken in the absence of a quorum of the Board. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business. All of the rights, powers and responsibilities of the Association existing under the Homeowners Documents shall be exercised exclusively by the Board, its elected officers, agents, contractors and ORB 12174 Fig 1017 QQ designees. ARTICLE XI OFFICERS The officers of the Association shall be a President, Vice President, Secretary and Treasurer, and such other officers as the Board may from time to time create by resolution, all of which shall be elected by and serve at the pleasure of the Board under conditions set forth in the Bylaws. The names and addresses of the persons who shall act as the officers of the Association until the election of their successors are as follows: NAME OFFICE ADDRESS James A. Burg President/Treasurer 212 Cape Point Circle, Jupiter, Florida 33478 Joseph D. Grosso, Jr. Vice President/Secretary 759 South Federal Highway, Suite 212, Stuart, Florida 34994 The Board shall elect the President, Vice President, Secretary, and the Treasurer, and as many Vice Presidents as the Board shall from time to time determine to be appropriate. Such officers shall be elected annually by the Board at the first meeting of the Board following the Members Annual Meeting, provided, however, such officers may be removed by the Board and other officers elected by the Board in the manner provided in the By -Laws. The President shall be a Director of the Association but no other officer need be a Director. The same person may hold two (2) offices, however, the same person may not be both the President and Vice President, and the same person may not be both the President and the Secretary. ARTICLE- XII INDEMNIFICATION The Association shall and does hereby agree to indemnify, defend and hold harmless every Director, every Officer, and every person who is duly appointed by the Association to act as its representative, their heirs, personal representatives, family members, executors and administrators, against all loss, cost and expenses reasonably incurred in connection with any action, suit or proceeding to which said person may be made a party by reason of being or having acted in such a capacity, including reasonable fees for counsel, except in such cases where such person is finally adjudged in such action, suit or proceeding to be liable for or guilty of gross negligence or willful misconduct, and provided that in the event of any claim for such indemnification hereunder which is based upon a settlement, by such party seeking such indemnification, or their legal representatives, the settlement shall apply only if the Board approves such indemnification as being in the best interests of the Association. The foregoing rights shall be in addition to, and not exclusive of, all other indemnification rights to which such person may be entitled, by law or otherwise. e*�N ORB 12174 Pg 1 01 B ARTICLE XIII TRANSACTIONS INVOLVING DIRECTORS OR OFFICERS No contract or transaction between the Association and one (1) or more of its Directors or Officers, or between the Association and any other corporation, partnership, association, or other organization in which one(l) or more or its officers or directors of this Association shall be invalid, void or voidable solely for this reason, or solely because the Officer or Director is present at, or participates in, meetings of the Board or Committee thereof which authorized the contract or transaction, or solely because said Officers' or Directors' votes are counted for such purpose. No Director or Officer of the Association shall incur liability by reason of the fact that said Director or Officer may be interested in any such contract or transaction. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Committee which authorized the contract or transaction. ARTICLE XIV DISSOLUTION The Association may be dissolved by the approval of the then Owners of 2/3 of all of the Lots, who ^: must vote in person or by proxy at a meeting duly called for that purpose, and evidenced by a properly executed instrument recorded in the Public Records of Palm Beach County, Florida. Upon the dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency or agencies to be used for purposes similar to those for which the Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purpose. ARTICLE XV DURATION This Association shall exist in perpetuity. ARTICLE XVI AMENDMENTS Notwithstanding the foregoing provisions of these Articles, there shall be no amendment to these Articles which shall abridge, amend or alter the priority of any Institutional Mortgagee, or the validity of any mortgage held by such Institutional Mortgagee without the prior written consent therefor by such Mortgagee. No amendment shall be made which is in conflict with applicable governmental laws and regulations, or which is in conflict with the Declaration unless a corresponding amendment to the Declaration is also adopted. Prior to the closing of the sale of all of the Lots within the Property by Declarant, no amendment shall make any changes which would in any way change or diminish any of the rights, privileges, powers ORB 121.74 pg 101'� or options herein provided for Declarant, unless Declarant joins in the execution of such amendment, including without limitation, any right of Declarant, to appoint Directors to the Board. Amendments to these Articles shall be proposed and adopted in the following manner: 1. Amendments may be proposed by a resolution passed by a majority of the entire Board, setting forth the proposed amendment and directing that it be submitted to a vote at a special or annual meeting of the association; or, by a petition signed by twenty-five percent (25%) of the Members and delivered to the Secretary of the Association. Such proposed amendment shall be transmitted to the President of the Association or other Officer acting in the absence of the President, who shall thereupon call a special meeting of the Membership unless the amendment is to be considered at an annual meeting. 2. Written notice of the meeting, setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Member entitled to vote thereon, in accordance with procedures set forth in the Bylaws. Any number of amendments may be submitted to the Members and voted upon at any one meeting. 3. In order for an amendment to be adopted, the same must be approved by the then Owners of 2/3 of all of the Lots, who must vote in person or by proxy at a meeting duly called for that purpose. In the event that a proposed amendment fails to receive said vote, then such proposal shall become null and void. However, an amendment may be resubmitted any number of times by the too� same method, except that it may be voted upon by the membership only one time in any twelve (12) month period. No provision hereof requiring a certain percentage vote may be amended by a smaller percentage vote. 4. In the event that the then Owners of 2/3 of all of the Lots sign a statement manifesting their intention that an amendment to these Articles be adopted, then such amendment shall thereby be adopted as though paragraphs 1, 2 and 3 of this Article XVI have been satisfied. 5. Upon the approval of an amendment to these Articles, the Articles of Amendment shall be executed and delivered to the Department of State of the State of Florida, and a certified copy thereof shall be recorded in the Public Records of Palm Beach County, Florida. 6. During any period of time that Declarant is exercising its Right to Administer, only the Declarant shall be authorized to amend these Articles. ARTICLE XVII BYLAWS The Bylaws may be amended by a majority of Owners who are voting in person or by proxy at a meeting duly called for such purpose, except that during any period of time that Declarant is exercising its Right to Administer, the Bylaws may only be amended by the Declarant. ARTICLE XVIH INCORPORATORS The names and address of the Incorporator of this corporation is: JOSEPH D. GROSSO, JR., ESQUIRE, 759 SOUTH FEDERAL HIGHWAY, SUITE 212, STUART, FLORIDA 34994. ORB 12174 Gg 1020 DOROTHY H. WILKEN, CLERK PB COUNTY, FL NOW THEREFORE, the undersigned incorporatar of this Corp ration executed these Articles of Incorporation at Martin County, Florida, thisday of 1 )2000. JO P ROSSO, JR., INCORPORATOR STATE OF FLORIDA COUNTY OF MARTIN The foregoing instrument was acknowledged-b me 2000, by JOSEPH D. GROSSO, R. who is personally known o me 4 has produced a [Notary Seal] as identification. Notary Public__ Printed Name: I P C i My Commission Expires: Teri Nt Weyandt ?.r MY COMMISSION #,CC757316 EXPIRES July 7, 2002 BONDED THRU TROY FAIN INSURANCE, INC