INSIR 23060448101 MARTHA O. HAYNIE, COMPTROLLER …A. "Articles" or "Articles of Incorporation"...

This instrument was preparedby:

Brian C. Deuschle, Esq.Brian C. Deuschle Chartered2455 E. Sunrise Boulevard, Suite 201Fort Lauderdale, Florida 33304

and should be returned to:

Derek A. Kurtz, Esq. 0Jordan Development Group, LLC1085 West Morse Boulevard, Suite CWinter Park, Florida 32789

INSIR 23060448101OR BK 08'739 PG 4258 PGS=101

MARTHA O. HAYNIE, COMPTROLLERORANGE COUNTY, FL87/87/2806 81:84:35 PMREC FEE 868.88

TION OF CONDOMINIUMEST RESORT, A CONDOMINIUM

WORLDQUEST RESO("Declarant"), being the deproperty in Orange County,forth as the Condominium Propermade a part hereof as though fuand fixtures therein contained not personally owned by the Unit Owners), states anddeclares that said realty, together with improvements, together with littoral rights, shorerights and accretions as may be applicable and appurtenant, and together with non-exclusive easements over the property described and as set forth in this Declaration ofCondominium, is submitted to condominium ownership pursuant to the FloridaCondominium Act, F. S. Chapter 718. The provisions of the Act are incorporated byreference and included in this declaration, which is filed for record.

DEFINITIONS

As used in this Declaration of Condominium and Bylaws and Exhibits attached, allAmendments shall have the meaning stated in the Condominium Act (F. S. 718) and asfollows; unless the context otherwise requires, the following definitions shall prevail:

A. "Articles" or "Articles of Incorporation" means the Articles of Incorporationof the Association as they are amended from time to time, a initial copy ofwhich is attached hereto as Schedule 3.

Declaration of Condominium of 39

ERS, L.L.C., a Florida limited liability companyowner of record of the fee simple title to the real

ore particularly described and setedule 1: Exhibits attached hereto, which are

(together with equipment, furnishings

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B. "Assessment" means a share of the funds required for the payment ofcommon expenses which, from time to time, are assessed against the unitowners.

C. "Association" means WorldQuest Resort Condominium Association, Inc., aFlorida corporation, not for profit, and said entity is responsible for theoperation of the Condominium.

D. "Board of Administration" or "Board of Directors," means the representativebody responsible for administration of the Association.

E. "Bylaws" means the Bylaws of the Association as they are amended fromtime to time, an initial copy of which is attached hereto as Schedule 4.

ears the expenses properly incurred by theor which the unit owners are liable to the

e excess of all receipts of the Associationsessments, rents, profits and revenues on, over and above the amount of common

O

1. " Condominium" means that form of ownership of Condominium propertyunder which units of improvements are subject to ownership by one or moreowners, and there is appurtenant to each unit, as part thereof, an individualshare in the common elements.

"Condominium Act" means and refers to the Condominium Act of the Stateof Florida (F. S. Chapter 718) as it exists as of the date of recording of thisDeclaration.

K. "Condominium Documents" means this Declaration, the Bylaws and allExhibits annexed hereto, as the same may be amended from time to time.

L. "Condominium Parcel" or "Condominium Parcels" means a Unit, togetherwith the undivided share in the common elements which are appurtenant tothe unit.


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M. "Condominium Property" means and includes the land and buildings in aCondominium, whether or not contiguous, and all improvements thereon,and all easements and rights appurtenant thereto, intended for use inconnection with the condominium. In addition, the Condominium Propertywill include certain landscaping areas, parking areas, roadways andconservation areas.

N. "Condominium Rules and Reas promulgated from time to timeis attached hereto as Schedule 5.

ions" rr^eans those rules and regulationsAssociation, an initial copy of which

O

0. "Condominium Unit" or "Unit" is a Unit as defined in the CondominiumAct, referring therein to each of the sepal-at and identified units delineatedin the Schedule I attached to this Declaration, and when the context permits,the Condo

Parcels include such unit, including its share of thecommon a en appurtenant thereto.

P. "Declaratio

lion of Condominium," means this instrument, asit may be fror>me time amended.

Q. "Developer" or

" means WORLDQUEST RESORT PARTNERS,L.L.C., a Flod

companyA its successors and assigns.

R. "Institutional Mort

a bank savings and loan association,insurance compare on fund authorized to do business in theUnited States of America, an agency of the trust, or a lender generallyrecognized in the community as an institutional type lender, or theDeveloper if it takes back a mortgage from unit purchasers.

S. "Limited Common Elements" means that plortion of the Common Elementsreserved for the exclusive use of a particular Unit.

T. "Management Agreement" means and ref4s to any agreement entered intoby the Association and a Management Firm, which provides for themanagement of the Condominium proaerty. A copy of the initialManagement Agreement is attached hereto, as Schedule 6.

U. "Management Firm" means and refers o the entity identified as theManagement Firm in the Management Agreement, its successors andassigns. The Management Firm shall be responsible for the management ofthe Condominium property as provided in the Management Agreement.


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V. "Master Declaration" means that Master Declaration of Covenants,Conditions and Restrictions of even date herewith, which Master Declarationaffects the Condominium Property.

"Occupant" means the person or persons, other than the Unit Owner, inpossession of a unit.

X. "Phase 1" means and refers to that portion of land delineated on andsubmitted to condominium form of ownership pursuant hereto as identifiedon Schedule 1 hereof.

Y. "Phase 2" means and refers to that portion of land delineated on andsubmitted to condominium form of ownership pursuant hereto as identifiedon Schedule 1 hereof.

and refers to that portion of land delineated on andinium form of ownership pursuant hereto as identified

BB. "Surface Water" or "Stonnwater ManagementSystem" means a system, withrespect to the Property, which is designed and constructed or implementedto control discharges which are necessitated by rainfall events, incorporatingmethods to collect, convey, store, absorb, inhibit, treat, use or reuse water toprevent or reduce flooding, over drainage, environmental degradation, andwater pollution or otherwise affect the quantity and quality of dischargesfrom the system, as permitted pursuant to Chapters 40C-4, 40C-40, or 40C-42,P.A.C.

CC. "Unit Owner," or "Owner of a Unit," or "Parcel Owner," means the ownerof a Condominium Parcel.

Unless the context otherwise requires, all other terms used in this Declaration shallbe assumed to have the meaning attributed to said term by Section 718.103 of theCondominium Act as of the date of this Declaration.


AA. "Resort Facilon Schedule 1 aimprovemeeasements antherewith.

Condominium" means the property describede to, and subsequent phases as added, and alltiding the Units and Common Areas) and all

nant thereto intended for use in connection

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e

II.NAME

The name of this Condominium is WorldQuest Resort, A Condominium.

M.PHASING

A. Description of Phases, Each of the proposed Phases 1-24 is planned, at thetime of the recording of this Declaration, to consist of the number ofbuildings, having the number of units as set forth in the schedule below.Initially, this condominium will consist of Phases 1-3 only, containing a totalof 102 residential units; however, if all of Phases 1-24 are built and made apart of this Condominium as contemplated by the Developer, the totalnumber of Units in the Condominium will be not less than 102 nor more than1,896. As

ase is added, the Owner of each Unit therein shall be amember

do

um Association and entitled to vote in accordancewith the p

this Article VI hereof. The phases and the buildingsthat they co

ey are built and become part of this Condominium,are as follows,

vertheless to the Developer's modification right asset forth herein:

PHASE BUILDINGSPLANNED

SER

MINIMUM #PERMITTED

MAXIMUM #PERMITTED

-1- -34- -34- _

2 _ -34-

3 -1- -34- -34-

4 -1- -34- -4- -88-

5 -34- -4- -88-

6 -34- -4- -88-

7 -1- -88- -4- -88-

8 -1-[

-88- -4- -88-

9 -88- -4- -88-

10 -1- _ -4- -88-

11 -1- -88- -4- - 88 -


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12 - 1 - - 88 - - 4 - - 88 -

13 - 1 - - 88 - - 4 - - 88 -

14 - 1 - - 88 - - 4 - - 88 -

15 - 1 - - 88 - - 4 - -88-

1& - 1 - - 88 - - 4 - - 88 -

17 - 1 - - 88 - - 4 - - 88 -

18 - 1 - -88- - 4 - - 88 -

19 - 1 - -88- - 4 -

2 0 - 1 - - 88 - - 4 - - 88 -

21 - 88 - - 4 - - 88 -

22 -1 - 88 - - 4 - -88-

23 -1- (E)

- 88 - - 4 - - 88 -

24 -1- -88- - 4 - - 88 -

C. Phasing Time Table. All phases must be added to this condominium withinseven (7) years of the date of the recording of this Declaration. Accordingly,the Developer's authority subsequent to the recording of this Declaration tocomplete Phases 1-24 and to declare any or all of such phases a part of thisCondominium under the provisions of Article IV hereof, shall expire seven(7) years from the recording of this Declaration. However, nothing in thisArticle III shall prohibit the land and the improvements constituting any ofthe proposed phases of this Condominium from being merged into thisCondominium at any time with the consent of the Condominium Associationor its membership in the manner permitted by and in accordance with therequirements of law. Nothing in this Article III shall be construed to requirethat the properties described as Phases 1-24 or any part thereof, whether ornot improved, become a part of this Condominium.


B.

Effectof Phdistribution of Commonare represented *Elements and Sharhereto,

cts of the addition of each phase on thees, Common Elements and Common Surplus

"Percentage of Ownership of Commonon Expenses and Common Surplus" attached

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D. Developer's Obligation. Developer has not obligated itself to constructprecisely the improvements that would be permitted to be Phases 1-24, nor,if any one or all are constructed, has the Developer obligated itself to aprecise sequence of construction; neither has Developer obligated itself,whether or not it improves the properties constituting the proposed Phases1-24, to make such phases or any of them a part of this Condominium. Thesize and mix of the units may be similar to the size and mix of units reflectedfor the various phases pursuant to this Declaration of Condominium hereto,which includes the proposed configuration, size and dimensions of thevarious buildings and units that at the time of the recording of thisDeclaration are proposed for Phases 1-24.

E. Modification of Number ofUnits. The Developer reserves the right tomodify the number of units in each phase and to increase or decrease thenumber of

in the buildings in that phase disproportionately. This mayinclude

building, as long as the number of units in the phase is notless than

um nor more than the maximum set forth in the scheduleabove.

F. Modification oration of Units. The Developer is currentlyplanning the folio_

of

types:n...-

PHASE UNIT TYPE 'A' E\

UNIT TYPE 'C' UNIT TYPE 'D'

1 10 10 10 4

2 10 10 10 4

3 10 10 10 4

4 10 10 10 4

5 10 10 10 4

6 10 10 10 4

7 26 26 26 10

8 26 26 26 10

9 26 26 26 10

10 26 26 26 10

11 26 26 26 10


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12 26 26 26 10

13 26 26 26 10

14 26 26 26 10

15 26 26 26 10

16 26 26 26 10

17 26 26 26 10

18 26 26 26 10

19 26 26 26 10

20 26 26 26 10

21 26 26 26 10

22 2

6C&26 26 10

23 26

( 26 26 10

24 26 26 26 10

right to modify the configuration of the1-24 and to modify the mix and types of

g, but not limited to, the following: theprovided that the general size of the smallest

unit shall not contain less than 500 square feet of interior space and that thegeneral size of the largest unit shall not contain more than 4,000 square feetof interior space, in both cases exclusive of balconies, terraces and porchesthat, although appurtenant thereto, are limited common elements. For thepurpose of the measurement and limitation herein set forth, measurementswithin the unit shall be measured between condominium unit boundarylines as defined in this Article. Balconies, terraces and porches that arelimited common elements, although shown in the proposed drawings forfuture phases, may be removed totally or varied in any size that theDeveloper finds reasonable and that does not exceed, in the case of thelargest balcony, terrace or porch, an area of 150 square feet. Balconies,terraces and porches may be enclosed and may be added to proposed unitsby the Developer as a Limited Common Element serving the Unit to whichit is attached, although not shown at the time of the recording of thisDeclaration, and may be deleted.

Declaration of Condominium Page 3 of 39

The Developeproposed units in propothe units in eachinclusion of an effic

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G. Modification of Buildings. Provided that the Developer shall remain incompliance with the minimum and maximum numbers of Units permittedwithin each Phase (as set forth in Article III hereto), the Developer reservesthe right in any phase to delete or add a building, to increase or decrease theheights of buildings, to move buildings within the phase lines toaccommodate all the variations hereinabove that may be implemented by theDeveloper, and to accommodate changes in the number of units that theDeveloper may elect to produce, and the type, mix and size of units.

H. Modification of Phasing Plan. The rights reserved to the Developer incompleting Phases 2-24 include the rights to modify the plot plan andbuilding types to accommodate such changes as authorized above. Suchchanges include varying those mixes and sizes of units within each phase,moving the buildings within the phase property lines, adding buildings,deleting buildin s, increasing or decreasing the height of buildings within aphase, an

frog the facings of the buildings within each phase. Thesechanges

de by the Developer to accommodate what the Developerdetermine

rcise of its absolute discretion, to be a more aestheticor more appr late

and building system for that phase.

L

ModificationofZ^ option. The Developer also reserves the rightand authori

t ial changes in the legal description of eachphase to the xi

d e permitted by law. Any movement by theDeveloper of a property

tween abutting phases of this condominium,which phases are u d and made a part of this condominium,is declared to be a nonmaterial change in the legal description of the phasesinvolved when the abutting phase sharing the property line are dedared apart of this condominium.

Identification of Units. The identification of the units in other phases willbe in accordance with the numbering system described above for Phase 1.

IV.IDENTIFICATION OF UNITS

The Condominium property consists essentially of all units and other improvementsas set forth in Schedule 2, attached hereto and for identification, units located in thebuilding on the property are given identifying letters and are delineated and identified inSchedule 1, attached and made a part of this Declaration. No unit within the building bearsthe same identifying letter as any other Unit. The identifying letter as to the unit is also theidentifying letter as to the Condominium parcel. The said Schedule 1 contains a graphicdescription of the improvements and a plot plan and, together with this Declaration, theyare in sufficient detail to identify the location, dimensions and size of the Common


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0Elements and of each Unit. The legend and notes contained within the said Schedules areincorporated and made a part hereof by reference.

The aforesaid units, buildings and improvements were constructed substantially inaccordance with the Plans and Specifications and any modification thereof on file with theBuilding and Zoning Department of the applicable governmental authority.

V.OWNERSHIP OF COMMON ELEMENTS

Each of the Unit Owners of the Condominium shall own an undivided interest inthe Common Elements, as specified and set forth in Schedule 2 which is annexed to thisDeclaration and made a part hereof,

The fee title to each Condominium Parcel shall include both the Condominium Unit^sjand the above respe

ided interest in the Common Elements to be deemedconveyed or encumber d wi i respective Condominium Unit. Any attempt to separatethe fee title to a Condo

from the undivided interest in the Common Elementsappurtenant to each UnitVsbe^ll and void.

0

0

There shall be one person w^ rqQ& to each Unit who shall be entitled to vote atany meeting of the Association a W 4^i shall be known (and is hereafter referredto) as the "Voting Member." If atensJoWZned by more than one person, the Owners ofsaid Unit shall designate one of them as the Voting Member, or in the case of a CorporateUnit Owner, an officer or employee thereof shall be the Voting Member. The designationof the Voting Member shall be made as provided by and subject to the provisions andrestrictions set forth in the Bylaws of the Association.

Each Owner or group of Owners shall be entitled to one vote for each Unit owned.The vote of a Condominium Unit is not divisible.

VD.COMMON EXPENSE AND COMMON SURPLUS

The common expenses of the Condominium shall be shared by Unit Owners, asspecified and set forth in Schedule 2. Any common surplus of the Association shall beowned by each of the Unit Owners in the same percentage specified for sharing commonexpense.


6nok873

7 CF N#20060448101

Page 1 0of1 0 1

S

VIII.METHOD OF AMENDMENT OF DECLARATION

This Declaration may be amended at any regular or special meeting of the UnitOwners, called and convened in accordance with the Bylaws, by the affirmative vote ofVoting Members casting not less than fifty-one percent (51%) of the vote of the membersof the Association.

An amendment may be proposed either by the Board of Directors or an Owner andmay be considered at any meeting of the Owners, regular or special, of which due noticehas been given according to the Bylaws, which notice includes notice of the substance ofthe proposed amendment. Passage shall be evidenced by a certificate executed with theformalities of a deed signed by the President or Vice President or Secretary of theAssociation that the amendment has been enacted by the affirmative vote of the requiredpercentage of Unit Owners which vote may be evidenced by written approval of theOwners not present) an arate written joinder of mortgagees when required. Theamendment shall inclu the a ording date identifying the Declaration and shall becomeeffective when recorde

to law.

All Amendments shAct. Subject to the provisionCondominium Parcel noexpenses or common surprecord Owner(s) thereof, and all recordliens thereon, shall join in the

and certified as required by the Condominiumd VII, no Amendment shall change any

Unit's proportionate share of the commong rights appurtenant to any Unit, unless theers or mortgages or other voluntarily placed

Amendment. No Amendment shall bepassed that shall impair or prejuch rights and priorities of any mortgages or changethe provisions of this Declaration with respect to Institutional Mortgages with the writtenapproval of all Institutional Mortgagees of record, nor shall the provisions of Article XV ofthis Declaration be changed without the written approval of all Institutional Mortgageesof record.

No Amendment shall change the rights and privileges of the Developer without theDeveloper's written approval

Notwithstanding the foregoing paragraphs of this Article VIII:

A. The Developer reserves the right to amend this Declaration to add or subtractUnits to the Condominium in Phases 1-24 and to adjust the Units'proportionate share of the common expense and common surplus and thevoting rights appurtenant to all Units in accordance with the Phasingprovisions set forth in Article III, The Developer also reserves the right tochange the interior design and arrangement of all Units and to alter theboundaries between Units, as long as the Developer owns the Units so


Book8739/Pag e4268 CFN#20060448101

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O

altered; however, no change shall increase the number of Units nor alter theboundaries of the Common Elements, except the party wall between anyCondominium Units, without Amendment of this Declaration in the mannerhereinbefore set forth. If the Developer shall make any changes in Units, asprovided in this paragraph, such changes shall be reflected by theAmendment of this Declaration, reflecting any authorized alteration of Unitsand said Amendment need only be executed and acknowledged by theDeveloper and any holders of Institutional Mortgages encumbering the saidaltered Units.

B. The Developer, until such time that Unit Owners other than the Developerhave the right to elect a majority of the Board of Directors of the Association,reserves the right at any time to amend the Declaration without the joinderor consent of the Unit Owners, either as may be required by any lendinginstitution o ublic body, or in such manner as the Developer maydetermin

cessary carry out the purpose of the project, providedthat such

ent shall not increase the proportion of common expensesnor decre

n ship of Common Elements borne by theCondo u

IX.

C` f

LAWS

The operation of the Condo

operty shall be governed by the Bylaws ofthe Association which are set fo

nt annexed to this Declaration as Schedule4.

No modification of or Amendment to the Bylaws of said Association shall be validunless set forth in or annexed to a duly recorded Amendment to this Declaration. TheBylaws may be amended in the manner provided for therein, but no Amendment to saidBylaws shall be adopted which would affect or impair the validity or priority of anymortgage covering any Condominium Parcel, or which would change the provision of theBylaws with respect to Institutional Mortgages without the written approval of allInstitutional Mortgagees of record. No Amendment shall change the rights and privilegesof the Developer without the Developer's written approval. This includes the Developer'sright to control the Association after a majority of the Units have been sold. AnyAmendment to the Bylaws, as provided herein, shall be executed by the parties as requiredin this Article and in Article VIII above, and said Amendment shall be recorded in thePublic Records of Orange County, Florida.


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X.THE OPERATING ENTITY

The operating entity of the condominium shall be the WorldQuest ResortCondominium Association, Inc., a corporation not for profit, which has been organizedpursuant to the Condominium Act. The Association shall have all of the powers and dutiesset forth in the Condominium Act, as well as all of the powers and duties granted to orimposed on it by this Declaration, the Bylaws and the Articles of Incorporation, and all ofthe powers and duties necessary to operate the Condominium as set forth in thisDeclaration and the Bylaws, and as they may be amended from time to time,

The Condominium Property shall be subject to the Master Declaration, which mayinclude property other than the Condominium Property, such as recreational facilities(such as swimming pools and clubhouses) that may be constructed adjacent to theCondominium Property

time to time. Unit Owners will have no rights to use theserecreational facilities

n terms as may be agreed upon between the Unit Ownerand the owner of such

facilities.

Every owner of a Co

Parcel, whether he has acquired his ownership bypurchase, by gift, conveyan

by operation of law, or otherwise, shall be boundby the Bylaws and Articles of,lnc

cation of the Association, the provisions of thisDeclaration and the Exhib

d the Master Declaration.

The Association, through its Board of Directors, shall have the power to fix anddetermine from time to time the sum or sums necessary and adequate to provide for theCommon Expenses of the condominium property and such other assessments as arespecifically provided for in this Declaration and Exhibits attached, The procedure fordetermination of all such assessments shall be as set forth in the Bylaws of the Associationand this Declaration and the Exhibits attached.

The Common Expenses shall be assessed against each Condominium Parcel Owneras provided for in Article VII of this Declaration.

Assessments, installments and maintenance fees that are unpaid for a period offatty-five (45) days after date due shall bear interest at the rate of six percent (6%) from thedue date until paid and, at the sole discretion of the Board of Directors, a late charge of TenDollars ($10.00) shall be due and payable. Regular assessments shall be due and payablemonthly on the first day of each month, and monthly bills for same shall not be mailed ordelivered to Unit Owners.


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The Association shall have a lien on each Condominium Parcel for unpaidassessments, together with interest thereon, against the Unit Owner of such CondominiumParcel, together with a lien on all tangible personal property located within said Unit,except that such lien upon the said tangible personal property shall be subordinate to priorbona fide liens of record. Reasonable attorneys' fees incurred by the Association incidentto the collection of assessments or the enforcement of such lien, together with all sumsadvanced and paid by the Association for taxes and payments on account of superiormortgages, liens and encumbrances which may be required to be advanced by theAssociation, in order to preserve and protect its lien, shall be payable by the Unit Ownerand secured by such lien. The Board of Directors may take such action it deems necessaryto collect assessments by personal action or by enforcing and foreclosing said lien and maysettle and compromise the same if deemed in its best interests. Said lien shall be effectiveas and in the manner provided for by the Condominium Act and shall have the prioritiesestablished by said Act. The Association shall be entitled to bid at any sale held pursuantto a suit to foreclose an arse ent lien. The Association may apply as a cash credit againstits bid all sums due as

herein and covered by the lien enforced. In case of suchforeclosure, the Unit

be required to pay a reasonable rental for theCondominium Parcel

'od of time said Unit Owner and Plaintiff in suchforeclosure shall be entitle

p ' tment of a Receiver to collect same from the UnitOwner and/or occupant.

As provided by law,

oci

successors and assigns shall have the powerto collect and lien for ad va

Unit Owners.

A Unit Owner, regardle her title has been acquired, including bypurchase at a foreclosure sale or by eed in lieu of foreclosure, is liable for all assessmentswhich come due while he or she is the Unit Owner. Additionally, a Unit Owner is jointlyand severally liable with the previous owner for all unpaid assessments that came due upto the time of transfer of title. This liability is without prejudice to any right the Ownermay have to recover from the previous owner the amounts paid by the Owner.

The liability of a first mortgagee or its successor or assignees who acquire title to aUnit by foreclosure or by deed in lieu of foreclosure for the unpaid assessments thatbecame due prior to the mortgagee's acquisition of title is limited to the lesser of:

1. The Unit's unpaid common expenses and regular periodicassessments which accrued or came due during the six (6) monthsimmediately preceding the acquisition of title and for which paymentin full has not been received by the Association; or

2. One percent of the original mortgage debt. The provisions of thisParagraph apply only if the first mortgagee joined the Association asa defendant in the foreclosure action. Joinder of the Association is not


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required if, on the date the complaint is filed, the Association wasdissolved or did not maintain an office or agent for service of processat a location which was known to or reasonably discoverable by themortgagee.

Any person who acquires an interest in a Unit except through foreclosure of anInstitutional First Mortgage of Record, or by virtue of an Institutional First Mortgageeaccepting a deed to a Condominium Parcel in lieu of foreclosure, as specifically providedhereinabove including, without limitation, persons acquiring title by operation of law,including purchasers at judicial sales, shall not be entitled to occupancy of the Unit orenjoyment of the Common Elements until all unpaid assessments due and owing by theformer Unit Owners have been paid provided the Association or assigns has filed a lien.The Association, acting through its Board of Directors, shall have the right to assign itsclaim and lien rights for the recovery of any unpaid assessments to the Developer or to anythird party.

INSURANCE

A,

Purchase of e Association shall obtain fire and extendedcoverage ins

a'

and malicious mischief insuranceinsuring all of the insu

improvements within the condominium,together with e as the Association deems necessary inand for the interest o e Association, all Unit Owners and their Mortgagees,as their interests may appear, in an amount which shall be equal to themaximum insurable replacement value as determined annually; and thepremiums for such coverage and other expenses in connection with saidinsurance shall be assessed against the Unit Owners as part of the CommonExpense. The names insured shall be the Association, individually and asagent for the Unit Owners, without naming them, and agent for theirMortgagees.

Provisions shall be made for the insurance of Mortgageeendorsements and memoranda of insurance to the Mortgagees of UnitOwners. Such policies shall provide that payments for losses thereunder bythe insurer shall be made to the insurance trustee hereinafter designated, andall policies and endorsements thereon shall be deposited with the insurancetrustee. Unit Owners may obtain insurance coverage at their own expenseupon their own personal property and for their personal liability and livingexpense.


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Coverage

(1) Casualty. All buildings and improvements on the condominiumproperty shall be insured in an amount equal to the maximum insurablereplacement value, excluding foundation and excavation costs, and allpersonal property included in the Common Elements shall be insured for itsvalue, all as determined annually by the Board of Directors of theAssociation. Such coverage shall afford protection against

(a) Loss or damage by fire and other hazards covered by astandard extended coverage endorsement; and

(b) Such other risks as from time to time shall be customarilycovered with respect to buildings similar in construction,

cation and use as the buildings on the Condominium Parcelding, but not limited to, vandalism and maliciousief.

(2) Publi

il` in such amounts and with such coverage as shall berequired by

f Directors of the Association including, but notlimited to, hired alto

e and non-automobile coverages, and with crossliability and

cover liabilities of the Unit Owners as a groupto a Unit

licy to meet the requirements of law.

(4)

Such Other Insurance as the Board of Directors of the Associationshall determine from time to time desirable.

C. Premiums: Premiums on insurance policies purchased by the Associationshall be paid by the Association as a Common Expense.

D. Insurance Trustee; Shares of Proceeds: All insurance polices purchased bythe Association shall be for the benefit of the Association and the UnitOwners and their Mortgagees, as their interests may appear, and shallprovide that all proceeds covering property losses shall be paid to theinsurance trustee which shall be designated by the Board of Directors andwhich shall be any bank or trust company in Florida with trust powers. Theinsurance trustee shall not be liable for payment of premiums or for therenewal or the sufficiency of policies, nor for the failure to collect anyinsurance proceeds. The duty of the insurance trustee shall be to receivesuch proceeds as are paid and to hold them in trust for the purposeselsewhere sated herein and for the benefit of the Unit Owners and their


(3)

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Mortgagees in the following shares, but which shares need not be set forthon the records of the insurance trustee.

(1) Common Elements. Proceeds on account of damages to CommonElements - an undivided share for each Unit Owner, such share being thesame as the undivided share in the Common Elements appurtenant to theUnit.

(2) CondominiumUnits. Proceeds on account of damage to Units shallbe held in the following undivided shares:

(a) When the Building is to be Restored - For the Owners ofdamaged Units in proportion to the cost of repairing thedamage suffered by each Unit Owner, which cost shall be

ermined by the Association.

iug is Not to be Restored - An undivided shareer, such share being the same as the

e in the Common Elements appurtenant to his

(3) klo ent a mortgage endorsement has been issuedto a Unit, the sh e

t wner shall be held in trust for the Mortgageeand the Unit Owner as

t ts may appear; provided, however, thatno Mortgagee sh """fir fight to determine or participate in thedetermination as to whether or not any damaged property shall bereconstructed or repaired, and no Mortgagee shall have any right to apply orhave applied to the reduction of a mortgage debt any insurance proceedsexcept distribution thereof made to the Unit Owner and Mortgagee pursuantto the provisions of this Declaration.

E. Distribution of Proceeds: Proceeds of insurance policies received by thetrustee shall be distributed to or for the benefit of the beneficial Owners inthe following manner:

(1) Expense of the Trust. All expenses of the insurance trustee shall befirst paid or provisions made therefor.

(2) Reconstruction or Repair. If the damage for which the proceeds arepaid is to be repaired or reconstructed, the remaining proceeds shall be paidto defray the cost thereof as elsewhere provided. Any proceeds remainingafter defraying such costs shall be distributed to the beneficial Owners,remittances to Unit Owners and their Mortgagees being payable jointly to


Book8739/Page4274 CFN#20080448101

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them. This is a covenant for the benefit of any Mortgagee of a Unit and maybe enforced by such Mortgagee.

(3) Failure to Reconstruct or Repair. If it is determined in the mannerelsewhere provided that the damage for which the proceeds are paid shallnot be reconstructed or repaired, the remaining proceeds shall be distributedto the beneficial Owners, remittances to Unit Owners and their Mortgageesbeing payable jointly to them. This is a covenant for the benefit of anyMortgagee of a Unit and may be enforced by such Mortgagee.

(4) Certificate. In making distribution to Unit Owners and theirMortgagees, the insurance trustee may rely on a certificate of the Associationmade by the President and Secretary as to the names of the Unit Owners andtheir respective shares of the distribution.

F.

: The Association is irrevocably appointed Agent foreach Unit

nd for each Owner of a mortgage or other lien on a Unitand for ea

any other interest in the condominium property toadjust all c

g under insurance policies purchased by theAssociation

e and deliver releases on payment of the claims.

G. any legal action in which the Associationmay be expose to

xcess of insurance coverage protecting it andthe Unit Owners,

ti n will give notice of the exposure within areasonable time to

s who may be exposed to the liability andthey shall have the right to intervene and defend.

H. Inspection of Insurance Policy: A copy of each insurance policy obtainedby the Association shall be made available for inspection by Unit Owners atreasonable times.

2. RECONSTRUCTION OR REPAIRAFTER CASUALTY

A. Determination to Reconstruct or Repair: If any part of the condominiumproperty shall be damaged by casualty, whether or not it shall bereconstructed or repaired shall be determined in the following manner:

(1) Common Elements: If the damaged improvement is a CommonElement, the damaged property shall be reconstructed or repaired unless itis determined in the manner elsewhere provided that the condominium shallbe terminated.

(2) Condominium Units:


Book8739/Page4275 CFN#20060448101

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Lesser Damage - If the damaged improvement is a buildingcontaining Condominium Units and if Units to which twenty-five percent (25%) of the Common Elements are appurtenantare found by the Board of Directors of the Association to betenantable, the damaged property shall be reconstructed orrepaired, unless within ninety (90) days after the casualty it isdetermined by agreement in the manner elsewhere providedthat the condominium shall be terminated.

Major Damage - If the damaged improvement is a buildingcontaining Condominium Units and if Units to which morethan seventy-five percent (75%) of the Common Elements areappurtenant are found by the Board of Directors to be nottenantable, the damaged property will not be reconstructed or

aired and the condominium will be terminated withoutent as elsewhere provided, unless within ninety (90)

after the casualty the Owners of fifty-one percent (51%)n Elements agree, in writing, to reconstruction

(3)

Certificate

urance trustee may rely on a certificate of theAssociation

'dent and Secretary to determine whether or notthe damaged

reconstructed or repaired.

B. Plans and S ecific onstruction or repair must be substantiallyin accordance with the plans and specifications for the original building,portions of which are attached hereto as Exhibits; or if not, then according toplans and specifications approved by the Board of Directors of theAssociation and, if the damaged property is a building containingCondominium Units, by the Owners of not less than fifty-one percent (51%)of the Common Elements, including the Owners of all damaged Units, whichapproval shall not be unreasonably withheld.

C. Responsibility: If the damage is only to those parts of one (1) Unit for whichthe responsibility of maintenance and repair is that of the Unit Owner, thenthe Unit Owner shall be responsible for reconstruction and repair aftercasualty. In all other instances, the responsibility of reconstruction andrepair after casualty shall be that of the Association.

D. Estimates of Costs: Immediately after a determination is made to rebuild orrepair damage to property for which the Association has the responsibilityof reconstruction and repair, the Association shall obtain reliable anddetailed estimates of the costs to rebuild or repair.

(b)


Book87391Page4276 CFN#20060448101

Page 19

01

s

E. The amount by which an award of insurance proceeds to theinsurance trustee is reduced on account of a deductible clause in aninsurance policy shall be assessed against all Unit Owners and proportionedto their share in the Common Elements. If the proceeds of such assessmentsand of the insurance are not sufficient to defray the estimated costs ofreconstruction and repair, or upon completion of reconstruction and repair,the funds for payment of the costs of reconstruction and repair areinsufficient, assessments shall be made against the Unit Owners, in the caseof damage to the Common Elements, in sufficient amounts to provide fundsfor the payments of such costs. Such assessments against Unit Owners fordamage to Units shall be in proportion to the cost of reconstruction andrepair of their respective Units. Such assessments on account of damage toCommon Elements shall be in proportion to Owner's share in the CommonElements.

F.

Co s

: The funds for payment of costs of reconstruction andrepair e

whether from proceeds of insurance or fromassessments

disbursed in payment of such costs in thefollowing

(1) Ass assessment made by the Association toprovide funds

s of reconstruction and repair, which is theresponsibility of

more than Fifty Thousand Dollars($50,000.00), the s assessments shall be deposited by theAssociation with the insurance trustee. In all other cases, the Associationshall hold the sums paid and disburse them in payment for reconstructionand repair.

(2) InsuranceTrustee: The proceeds of insurance collected on accountof a casualty, and the sums deposited with the insurance trustee by theAssociation from collections of assessments against Unit Owners on accountof such casualty, shall constitute a construction fund that shall be disbursedin payment of costs of reconstruction and repair in the following manner andorder:

(a) Association - Lesser Damage - If the estimated costs ofreconstruction and repair that are the responsibility of theAssociation are less than Fifty Thousand Dollars ($50,000.00),the construction fund shall be disbursed in payment of suchcosts on the order of the Association; however, on request tothe insurance trustee by a Mortgagee that is a beneficiary of aninsurance policy, the proceeds of which are included in the


Book87391Page4277 C F N#200604481 01

Page 20 of 101

construction fund, such fund shall be disbursed in the mannerhereafter provided for the reconstruction and repair of majordamage.

(b) Association - Major Damage - If the estimated costs ofreconstruction and repair that are the responsibility of theAssociation are more than Fifty Thousand Dollars ($50,001.00),the construction fund shall be disbursed in payment of suchcosts in the manner required by the Board of Directors and onapproval of an architect qualified to practice in Florida andemployed by the Association to supervise the work.

(c)

Unit Owner - The portion of insurance proceeds representingdamage for which the responsibility of reconstruction and

air lies with a Unit Owner shall be paid by the insurancee to the Unit Owner or, if there is a mortgage

ent as to such Unit, then to the Unit Owner andee jointly, who may use such proceeds as they deem

be presumed that the first monies disbursedcosts and reconstruction and repair shall be from

eds. If there is a balance in a construction fundall costs established, such balance shall be

neficial Owners of the fund in the manneras elsewhere stated; except, however, that the part of adistribution to a beneficial Owner not in excess of assessmentspaid by such Owner into the construction fund shall not bemade payable to any Mortgagee.

Certificate - Notwithstanding the provisions herein, theinsurance trustee shall not be required to determine whetheror not sums paid by Unit Owners on assessments shall bedeposited by the Association with the insurance trustee or todetermine whether the disbursements from the constructionfund are to be on the order of the Association or on approvalof an architect or otherwise, or whether a disbursement is to bemade from the construction fund, or to determine whethersurplus funds to be distributed are less than the assessmentspaid by Owners. Instead, the insurance trustee may rely on acertificate of the Association signed by the President andSecretary, as to any and all such matters and stating that thesums to be paid are due and payable, and stating the name of

Book8739/Page4278 CFN#20060448101

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the payee and the amount to be paid; provided, that when aMortgagee is herein required to be named as payee, theinsurance trustee also shall name the Mortgagee as a payee ofany distribution of insurance proceeds to a Unit Owner.Furthermore, when the Association or a Mortgagee that is thebeneficiary of an insurance policy, the proceeds of which areincluded in the construction fund, so required, the approval ofan architect named by the Association shall be first obtained bythe Association on disbursements in payment forreconstruction and repair.

XIII.USE AND OCCUPANCY

A. e identiaCondouse of Uby corporafacilities oany purposeexpressly prothat the Boaconstitutes a"commercial purpose" dor residential tCondominium ProperStatutes, does not constitute a "commercial purpose." The restrictions of thissection do not apply to the Developer.

Due to applicable zoning restrictions, there will be no school district orinfrastructure established to provide for neighborhood schooling now orin the future. There are no government-provided educational services, orsimilar-type benefits of any kind, offered to owners at this resortcondominium. Owners receive no rights to said services and will likely beunable to secure said rights in the future due to zoning restrictionsappurtenant to the units and condominium property.

Prospective owners are hereby on notice that no public educationalservices are to be offered in the area where this condominium is situated.

B. Prohibited Acts: The Unit Owner shall not permit or suffer anything to bedone or kept in the Unit that will increase the rate of insurance in thecondominium property or obstruct or interfere with the rights of other Unit


fiction: Use of all Units and the facilities of theers is limited solely to the personal residential

, their guests, invitees, and lessees and for residential usesentities owning such Units. Use of Units or theurn by Unit Owners for commercial purposes or

e personal use described in this Declaration isercial purpose" includes use by a Unit Owner

its discretion, could reasonably concludeerprise or practice; provided, however, that

not include rental of the Unit to a transient guestore, the operation of portions or all of the

in accordance with Chapter 509, Florida

Book8739/Page4279 CFN#20060448101

Page 22 of 101

Owners or annoy them by unreasonable noises or otherwise, nor shall theUnit Owners commit or permit any nuisance or immoral or illegal acts in orabout the condominium property.

Restriction on Alterations: The Owner of a Unit shall not cause anything tobe affixed or attached to, hung, displayed or placed on the exterior walls,doors or windows of the Units nor the Common Elements, nor shall theycause any type of ground coverage to be installed nor shall they grow anytype of plant, shrubbery, flower, vine or grass outside their Unit, nor shallthey affix or attach awnings or storm shutters, screens, enclosures and thelike to any Units or Common Elements, nor shall they place any furniture orequipment outside their Unit except with the prior written consent of theBoard of Directors and further, when approved, subject to the Rules andRegulations adopted by the Board of Directors, No clothesline or similar

ed on any portion of the Condominium Property norng anywhere except where designated by the Board of

iation. However, pursuant to Section 718.113(4),er may display one portable, removable United

ay and on Armed Forces Day, Memorial Day,ay, and Veterans' Day may display in a respectful

al flags, not larger than 4½ feet by 6 feet thaty, Navy Air Force, Marine Corps or Coastion rules or requirements dealing with flags.

a I use the Common Elements and LimitedCommon Elements any part thereof, a Condominium Unit or theCondominium Property, or any part thereof, in any manner contrary to theRules and Regulations promulgated by the Board of Directors.

XIV.RIGHT OF FIRST REFUSAL

In the event any Owner wishes to sell or transfer his Unit, the Developer or itsassignee shall have the option to purchase said Unit, upon the same conditions as areoffered by the Owner to a third person. Any attempt to sell said Unit without waiver ofthe right of first refusal by the Developer shall be wholly null and void, and shall conferno title or interest whatsoever upon any purchaser; provided however, any deed may bevalidated by subsequent approval by the Developer in the event of a sale without priorapproval as herein provided. Each owner shall have the right to choose owner's own salesagent free of any previous exclusive sales agent appointment by Developer; provided onlythat the owner offers his or her unit for sale at a time subsequent to the time that theDeveloper is offering units for sale in the ordinary course of business.

C.

D.

device shashall doDirectorsFlorida SStates flag inFlag Day, Indway portable, rerepresent the,Guard regardl

Book8739/Page4280 CFN#200604481 01

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S

Should an Owner wish to sell or transfer his Unit, he shall deliver to the Developer awritten notice containing a copy of the executed purchase agreement between buyer andseller, which agreement shall be executed Subject to the Developer's waiver of its right offirst refusal and consent to the sale or transfer. The Owner shall also submit to theDeveloper, within five (5) days from receipt of any request by the Developer, anysupplemental information as may be required by the developer.

The Developer, within twenty (20) days after receiving such notice and such supplementalinformation as is required by the Developer, shall either consent to the transaction specifiedin said notice, or by written notice to be delivered to the Owner's last known address (ormailed to the place designated by the Owner in his notice), designate the Developer, or oneor more persons, who are willing to purchase upon the same terms as those specified in theOwner's notice.

The Developer or his eta

esignee shall have twenty (20) days from the date of thenotice sent by the Dev o r

which to make a binding offer to purchase upon thesame terms and condi

ed in the Owner's notice, and the Owner shall close thetransaction in accordanc

contract. Failure of the Developer to designate suchpersons(s) or failure of su

er

s) to make such binding offer within the said twenty(20) day period, shall be de

t by the Developer to the transaction specified inthe Owner's notice, and the Caw

e free to make or accept the offer specified in hisnotice, and sell said inter

to the prospective purchaser named thereinin accordance with the agre

the Developer.

In the event the sale or transfer is approved by the Developer but is notultimately consummated, the Owner may not sell or transfer his Unit without furthercomplying with the terms and conditions of this section.

The consent of the Developer shall be in proper recordable form and shall be delivered tothe Owner. Should the Developer fail to act, as herein set forth, and within the timeprovided herein, the Developer shall, nevertheless, thereafter prepare and deliver itswritten approval in proper recordable form, as aforesaid, and no conveyance of title orinterest whatsoever shall be deemed valid without the consent of the Developer as hereinset forth.

This provision may not be amended without the consent of the Developer. Withoutlimiting the generality of the Developer's right to amend this Declaration of Condominium,the Developer specifically reserves the right to amend this Paragraph in order to set forthsuch additional terms and conditions as may be necessary to carry out the purposes hereof.

XV.MAINTENANCE AND ALTERATIONS


Book8739/Page4281 CFN#20060448101

Page 24 of 101

A. The Board of Directors of the Association may enter into a contract with anyfirm, person or corporation or may join with other condominium associationsand entities in contracting for the maintenance and repair of thecondominium property and other type properties, and may contract for ormay join with other condominium associations in contracting for themanagement of the condominium property and other type properties, andmay delegate to the contractor or manager all of the power and duties of theAssociation, except as are specifically required by this Declaration or Bylawsor by Florida Statutes to have the approval of the Board of Directors ormembership of the Association. The contractor or manager may beauthorized to determine the budget, make assessments for common expensesand collect assessments as provided by this Declaration, Bylaws and Exhibitsto the Declaration. The Association, through its Board of Directors, mayenter into a Management Agreement which encompasses the provisions ofthis para a

(1)

To

good condition, and repair the Unit and all interiorsurfaces

' g the Unit (such as the surfaces of the walls,ceilings and floo'or not a part of the Unit or Common Elements,and maintain 'the fixtures and pay for any utilities that areseparately

(2) Not to mak Spiral addition, alteration, decoration, repair,replacement or change of the Common Elements or to any outside or exteriorportion of the building, whether within a Unit, without the prior writtenconsent of the Board of Directors of the Association.

(3) To allow the Board of Directors or the agents or employees of anyManagement Firm or the Association to enter into any Unit for the purposeof maintenance, inspection, repair, replacement of the improvements withinthe Units or the Common Elements or to determine, in case of emergency,circumstances threatening Units or persons therein or Common Elements, orto determine compliance with provisions of this Declaration and the Bylawsof the Association.

(4) To show no signs, advertisements or notices on the Common Elementsor the Unit and to erect no exterior antenna or aerials, except as consented toby the Board of Directors of the Association.

C.

If the Owner of a Unit fails to maintain the Unit as required, or makes anyalterations or additions without the required written consent, or otherwise


Book8739/Page4282 CFN#20060448101

Page 25 of 101

violates or threatens to violate the provisions hereof, the Association shallhave the right to proceed in a court of equity for an injunction to seekcompliance with the provisions hereof. In lieu thereof and in additionthereto, the Association shall have the right to levy an assessment against theOwner of a Unit and the Unit for necessary sums to remove anyunauthorized addition or alteration and to restore the property to goodcondition and repair. Said assessment shall have the same force and effectas all other special assessments. The Association shall have the further rightto have its employees or agents or any subcontractors appointed by it toenter a Unit at all reasonable times, to do such work as is deemed necessaryby the Board of Directors of the Association, to enforce compliance with theprovisions hereof.

D. The Association shall determine the exterior color scheme of the building andall exterior

terior color schemes of the Common Elements and shall beresponsib

r maintenance thereof. No Owner shall paint an exteriorwall, doo

or any exterior surface or replace anything thereon oraffixed the

ut the written consent of the Board of Directors of theAssociation.

E. The Association

responsible for the maintenance, repair andreplacement

on Elements and Association Property.Notwithstan

er's duty of maintenance, repair, replacementand the other respo

o the Unit, as is provided in this Declarationand Exhibits attac Association may enter into an agreementwith such firms or companies as it may determine to provide services and/ ormaintenance for and on behalf of the Unit Owners whereby maintenance andservice are provided on a regularly scheduled basis for air conditioningmaintenance and service and appurtenances thereto, exterminating servicesand other types of maintenance and services as the Association deemsadvisable and for such period of time and on such basis as it determines.Said agreements shall be on behalf of all Unit Owners and the monthlyassessment due from each Unit Owner for common expenses shall beincreased by such sums as the Association deems fair and equitable underthe circumstances in relation to the monthly charges for said maintenance orservices. Each Unit Owner shall be deemed a party to said agreement withthe same force and effect as though said Unit Owner had executed theagreement and it is understood and agreed that the Association shall executesuch agreements as the agent for the Unit Owners. The aforesaid assessmentshall be deemed to be an assessment under the provisions hereinabove ofArticle XI of this Declaration.


6ook8739/Page4283 CFN#200604481 01

Page 26 of 101

Hance of Surface Water or tormwater Management System andWetland Areas. If wetland mitigation or monitoring is required, theAssociation shall be responsible to carry out this obligation in a successfulmanner, including meeting all South Florida Water Management District("SPWMD") permit conditions associated with wetland mitigation,maintenance and monitoring (collectively, the "Wetland Obligations"). SuchWetland Obligations shall be included in the Common Expenses. Copies ofthe SFWMD Permit and any future SFWMD permit actions shall bemaintained by the Association's registered agent for the benefit of theAssociation. In addition, SFWMD shall have the right to take enforcementaction, including a civil action for an injunction and penalties against theAssociation to compel the Association to correct any outstanding problemswith the Surface Water or Stormwater Management System or in mitigationor conservation areas under the responsibility or control of the Association.

The interests beingcovenants, agreements, andcovenants and affirmative covethe Land encumbered hereupon the Developer, eirepresentatives, heirs, successoNotwithstanding the above, if se

e Resort Facility shall be in perpetuity. All of thecovering the Resort Facility, including the land use

ay Common Expenses, shall run with and bindd shall inure to the benefit of and be bindingd its members, their respective legal

the date the Plan is recorded.nt (75%) of all Unit Owners and allholders

of liens and mortgages affecting any of the Condominium Parcels execute and duly recordan instrument terminating the condominium property, or if "Major Damage" occurs asdefined in Article XII of this Declaration, said property shall be deemed to be subject totermination and thereafter owned in common by the Unit Owners. No such instrumentshall be effective, however, unless made and recorded among the Public Records of OrangeCounty, Florida, one (1) year in advance of the effective date of such termination. Theundivided interest in the property owned in common by each Unit Owner shall thenbecome the percentage of the undivided interest previously owned by such Owner in theCommon Elements upon termination of the condominium.

XVII.USE OF COMMON ELEMENTS; EASEMENTS

The Association, its members, the Developer and its successors and assigns and allparties who own an interest in and to the Common Elements agree that they shall not haveany right to bring any action for partition or division of the real property that constitutesthe Common Elements and the parties waive rights of partition or division of the CommonElements. The initial Rules and Regulations and any amendments and revisions thereof


Book8739/Page4284 CFN#20060448101

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pertaining to use of the Common Elements shall be posted in conspicuous places on theCommon Elements, The Unit Owners hereby covenant and parties shall obey same andbe responsible for their being obeyed by the said Unit Owners, their family, guests,invitees, lessees and servants. If a Unit Owner fails to pay an assessment for CommonExpenses, as required under the terms of this Declaration of Condominium, for the periodof time specified herein and the assessment becomes delinquent, the Association may filea lien or take other action necessary to collect the assessment until all assessments are paid.

Any person who is the Owner of a Condominium Parcel, together with membersof the family, social guests, lessees, invitees and licensees, may use the Common Elements.When a corporation or partnership is a parcel Owner, the use of the Common Elementsshall be limited at any one time to such officer, director or employee of said corporationwho is an actual resident and such individual shall be deemed to be the CondominiumParcel Owner for the purpose of this paragraph When a party owns one CondominiumUnit and leases it, the less

entitled to the use of the Common Elements and thelessee's rights shall be

though the lessee were the Unit Owner and during theterm of the lease the U

and family shall not be entitled to the use of the CommonElements.

A. Easements

Unit Owners shall have a right and easementof enjoyment in an

Elements, including, without limitation,a right and e

t in n to all lakes, ponds, ditches, canals, swales andother waterwa

or which shall hereafter become part of theCommon Areas, for

drainage purposes.

B. Easement Over Driveways, Parking Areas and Roads. All Unit Owners arehereby granted a non-exclusive easement for ingress, egress, parking andutilities over, upon, under and across all driveways, parking areas and roadsconstructed on the Condominium Property.

C. Drainage Easement. There are hereby created, declared and reserved for thebenefit of the Declarant and the Unit Owners, their tenants, lessees, guests,invitees, customers, employees and service personnel, and any public orprivate provider of utility services to the Property and their respectivesuccessors and assigns: (i) a non-exclusive easement for stormwaterdrainage and retention purposes over, under, through, upon and across theSurface Water or Stormwater Management System, and (ii) an easement andlicense to enter upon the lands upon which the Surface Water or StormwaterManagement System is located (and any adjacent land to the extentreasonably necessary) for the purpose of constructing, installing, replacing,inspecting, maintaining and repairing any and all drainage facilities locatedtherein. Maintenance of the Surface Water or Stormwater ManagementSystem shall mean the exercise of practices which allow the system to


Book8739/Page4285 CFN#20069448101

Page 28 of 101

provide drainage, water storage, conveyance or other surface water orstormwater capabilities in accordance with permits, rules, and regulations ofthe applicable governmental body.

D. Communications Easement. In order to make available to Unit Owners stateof the art Infrastructure and Telecommunication Services (as further defined

Article XX of this Declaration), an exclusive easement (the"Communication Easement") over the Condominium Property has beengranted to an infrastructure facilities provider ("IFP") and will be madeavailable as necessary to service providers designated by the IFP for theprovision of Telecommunication Services,

E. Telecommunication Services. Subject to the rights of the grantee under theCommunications Easement and the rights granted to the infrastructurefacilities prow' r as set forth in Section 18 of Article XX, Declarant reservesfor itself,

successors and assigns, an exclusive easement for theinstallati

ce and supply of radio, telephone and televisioncables as w

er equipment and infrastructure for the provision ofcable televis'

speed internet/intranet, local and long distancetelephone

security monitoring services and/or othertelecommu

s-e

within the rights of way and easement areasdepicted u

any portion of the Condominium Property orwithin any eas

by this Declaration.

The Plan provides that the Association may enter into a Management Agreementwith a management company (the "Management Firm") in order to confer on anothermanagement entity, responsibility for management and operation of the Resort Facility andCommon Amenities. The Management Firm shall be a separate entity which may beaffiliated with the Developer. To date, a Management Firm has not been employed and,therefore, the Association will retain its management responsibilities. The Associationmay, however, hire one (1) or more employees or managers in its behalf.

The Association is controlled by the Developer. The Developer has the right toretain control of the Association after a majority of the Units have been sold. Control of theAssociation shall be transferred to Owners, other than Developer, at such time as theDeveloper in its sole discretion elects pursuant to Section H of Article XVIII, below, or uponthe occurrence of any of the enumerated milestones set forth in Section 718.301 of theFlorida Condominium Act, F.S. Chapter 718, whichever is earlier.

Book8739IPage4286 CFN#20060448101

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Declaration of Condominium ?age 29 of 39

provide drainage, water storage, conveyance or other surface water orstormwater capabilities in accordance with permits, rules, and regulations ofthe applicable governmental body.

D.

Communications Easement. In order to make available to Unit Owners stateof the art Infrastructure and Telecommunication Services (as further definedin Article XX of this Declaration), an exclusive easement (the"Communication Easement") over the Condominium Property has beengranted to an infrastructure facilities provider ("IFP") and will be madeavailable as necessary to service providers designated by the IFP for theprovision of Telecommunication Services.

Telecommunication Services. Subject to the rights of the grantee under theCommunications Easement and the rights granted to the infrastructure

et forth in Section 18 of Article XX, Declarant reservesccessors and assigns, an exclusive easement for theante and supply of radio, telephone and television

er equipment and infrastructure for the provision ofspeed intemet/intranet, local and long distanceecurity monitoring services and/or other

Rhin the rights of way and easement areasy portion of the Condominium Property or

is Declaration.

The Plan provides that the Association may enter into a Management Agreementwith a management company (the "Management Firm") in order to confer on anothermanagement entity, responsibility for management and operation of the Resort Facility andCommon Amenities. The Management Firm shall be a separate entity which may beaffiliated with the Developer. To date, a Management Firm has not been employed and,therefore, the Association will retain its management responsibilities. The Associationmay, however, hire one (1) or more employees or managers in its behalf.

The Association is controlled by the Developer. The Developer has the right toretain control of the Association after a majority of the Units have been sold. Control of theAssociation shall be transferred to Owners, other than Developer, at such time as theDeveloper in its sole discretion elects pursuant to Section II of Article XVIII, below, or uponthe occurrence of any of the enumerated milestones set forth in Section 718.301 of theFlorida Condominium Act, F.S. Chapter 718, whichever is earlier.

E.

cables ascable televitelephonetelecommunicadepicted upwithin any eas

Book8739/Page4286 CFN#20060448101

Page 29 of 101


The Association may enter into a Management Agreement wherein the followingwill occur:

The Association will assign to the Management Firm the powers of the Association,through its Board of Directors, to determine the budget, make assessments for commonexpenses and collect assessments. Each Unit Owner, his heirs, successors and assigns shallbe bound by Management Agreement for the purposes therein expressed including, butnot limited to:

(1) Adopting, ratifying, confirming and consenting to the execution of saidManagement Agreement by the Association.

(2) Covenanting and promising to perform each and every one of the covenants,promises and undertakings to be performed by Unit Owners in the cases providedtherefor in said

ent Agreement

(5) It is specifically re& ome or all of the persons comprising theoriginal Board of Directors or the Developer and/or the Association are or may bestockholders, officers and directors of the Management Firm, and that suchcircumstances shall not and cannot be construed or considered as a breach of theirduties and obligations to the Association, or as possible grounds to invalidate suchManagement Agreement, in whole or in part,

(6) The acts of the Board of Directors and officers of the Association in enteringinto the Management Agreement shall be ratified, approved, confirmed andadopted.

XIX.MISCELLANEOUS PROVISIONS

F. The Owners of the respective Condominium Units shall not be deemed toown the undecorated and/or unfinished surfaces of the perimeter walls,floor and ceilings surrounding their respective Condominium Units, norshall the Unit Owner be deemed to own pipes, wires, conduits or otherpublic utility lines running through said respective Condominium Units that


(3) Ratifying,Management Agrthereof are reasonab

(4) Agreeing that theentering into such anto the Association.

g and approving each and every provision of saidowledging that all of the terms and provisions

as Directors and Officers of the Associationnot breached any of their duties or obligations

Book8739/Page4287 CFN#200604481 01

Page 30 of 101

are used for or serve more than one (1) Condominium Unit and which itemsare hereby made a part of the Common Elements. Said Unit Owner,however, shall be deemed to own the walls and partitions that are containedin said Unit Owner's Condominium Unit and shall also be deemed to ownthe inner-decorated and/or finished surfaces of the perimeter walls, floorsand ceilings, including plaster, paint, wallpaper, etc.; however, all load-bearing walls and, where applicable, the floor between the first ground floorand second ground floor located within a Condominium Unit and, whereapplicable, the floor between any subsequent higher floors located within aCondominium Unit, are a part of the Common Elements to the unfinishedsurface of said walls and floors.

G. The Owners of the respective Condominium Units agree that if any portionof a Condominium Unit or Common Element encroaches upon another, avalid ease

r the encroachment and maintenance of same, as long as itstands,

oes exist If the condominium building or buildings arepartially

destroyed and then rebuilt, the Owners of theCondomini

agree that encroachments on parts of the CommonElements or

Units, as above described, due to constructionshall be per

that a valid easement for encroachments andmaintenance sh

H. No Owner of a

Parcel may exempt oneself from liability forcontribution tow

th

on expenses by waiver of the use andenjoyment of any

Elements or the recreation facilities, or byabandonment of the Condominium Unit,

The Owners or their agent as designated by law of each and everyCondominium Parcel shall return tax assessments for ad valorem taxes withthe Tax Assessor of the County where the Condominium is situated, or forsuch other future legally authorized government officer or authority havingjurisdiction over same. Nothing herein shall be construed, however, asgiving to any Unit Owner the right of contribution or any right of adjustmentagainst any other Unit Owner on account of any deviation by the taxingauthority from the valuation herein prescribed, each Unit Owner to pay advalorem taxes and special assessments as are separately assessed against theCondominium Parcel or as budgeted by the Association.

For ad valorem taxation, the Owner's interest in a "condominium parcel" inthe "condominium unit" and in the "common elements" shall be considereda Unit The value of the Unit shall be equal to the percentage of the value ofthe entire condominium, including land and improvements, as assigned tothe Unit in this Condominium Declaration. The total of all percentages shall


6ook8739lPage4288 CFN#20060448 I 01

Page 31 of 101

equal one hundred percent (100%) of the value of all of the land andimprovements.

All provisions of this Declaration and Exhibits attached and Amendmentsshall be construed as covenants running with the land, and of every partthereof and interest therein including, but not limited to, every Unit and theappurtenances thereto, and every Unit Owner and occupancy of theproperty, or any part thereof, or of any interest therein, and heirs, executors,administrators, successors and assigns, shall be bound by all of theprovisions of this Declaration and Exhibits annexed and any Amendments.

K. If any of the provisions of this Declaration, the Bylaws, the Articles ofIncorporation of the Association, the Management Agreement (if applicable),the Condominium Act, or any section, clause, phrase, word, or applicationthereof in an

cumstance is held invalid, the validity of the remainder ofthis Declar

laws, Articles of Incorporation, Management Agreementor Condo

Act and of the application of any provision, action,sentence,

or word, in other circumstances, shall not beaffected.

L. Whenever noticesar'e

ed to be sent hereunder, the same may bedelivered to

tier personally or by mail, addressed to suchUnit Owners

residence on file with the CondominiumAssociation from time to '

o of of such mailing or personal delivery bythe Association or n t Firm shall be given by affidavit of theperson mailing or personally delivering said notices. Notices to theAssociation shall be delivered by mail to the Secretary of the Association orthe President of the Association, or to any member of the Board of Directorsof the Association. The change of the mailing address of any party asspecified herein shall not require an amendment to this Declaration.

Notices to the Developer shall be delivered by mail to:WORLDQUEST RESORT PARTNERS, L.L.C.1085 West Morse Boulevard, Suite CWinter Park, Florida, 32789

Notices to the Management Firm shall be delivered by mail to:WORLDQUEST RESORT RENTAL MANAGEMENT, LLC1085 West Morse Boulevard, Suite CWinter Park, Florida, 32789

All notices shall be deemed and considered sent when mailed. Any partymay change its mailing address by written notice duly receipted for. Notice


Book8739/Page4289 CFN#20060448101

Page 32 of 101

is required to be given the personal representatives of a deceased Owner ordevisee when there is no personal party at the address in the records of theCourt where the Estate of the deceased Owner is being administered. Thechange of the mailing address of any party, as specified herein, shall notrequire an amendment to this Declaration.

The Developer shall have the right to use a portion of the Common Elementsto aid in the sale of Condominium Units, including the right to use portionsof the Condominium property for parking for prospective purchasers andsuch other parties as the Developer determines. The foregoing right shallmean and include the right to display and erect signs, billboards andplacards, and store, keep and exhibit same and distribute audio and visualpromotional materials on the Common Elements.

e Aassigns haUnits hav

ers, odiscretion eoccurrenceCondomini

controlled by the Developer. The Developer oro retain control of the Association after a majority of thed. Control of the Association shall be transferred to

veloper, at such time as the Developer in its soleto Section H of Article XVIII, below, or upon the

umerated milestones set forth in the Florida8, whichever is earlier.

Units for sale in the ordinary course offictions may be taken without approval in

(1) Assessment of the Developer as a Unit Owner forcapital improvements.

(2) Any action by the Association that would bedetrimental to the sales of the Units by the Developer.However, an increase in assessments for common expenseswithout discrimination against the Developer shall not bedeemed to be detrimental to the sales of Units.

N. Each Unit Owner and the Association shall be governed by and shall complywith this Declaration, and the Bylaws attached hereto, and the FloridaCondominium Act as it may exist from time to time. Failure to do so shallentitle the Association or any Unit Owner to recover sums due for damagesor injunctive relief or both. Such actions may be maintained by or against aUnit Owner or the Association in a proper case by or against one or moreUnit Owners, and the prevailing party shall be entitled to receive reasonable


Book8739lPa9e4290 CFN#20060448101

Page 33 of 101

attorneys' fees. Such relief shall not be exclusive of other remedies providedby law.

0. Whenever the context requires, the use of any gender shall be deemed toinclude all genders and the use of the singular shall include the plural andplural shall include the singular. The provisions of the Declaration shall beliberally construed to effectuate its purpose of creating a uniform plan for theoperation of the condominium.

P. The captions in this Declaration of Condominium and Exhibits annexed areinserted solely for convenience and shall not be relied on and/or used ingiving effect or meaning to the text of this Declaration or Exhibits annexed.

When an Institutional First Mortgage, by some circumstance, fails to be aFirst Mortga

ut it is evident that it is intended to be a First Mortgage, itshall neve

or the purpose of this Declaration and Exhibits annexed,be deeme

Institutional First Mortgage.

R.

Subject to

of Sections 718.203 and 718.618 of the FloridaCondominium`

eveloper specifically disclaims any intent to havemade any warr

sentation in connection with the property or thecondominiu

en , 'crept as specifically set forth therein and noperson shall re o

my or representation not specifically madetherein unless otherwise

enance fees, common expenses, taxesor other charges s only and no warranty, guaranty orrepresentation is made or intended nor may one be relied upon,notwithstanding the Developer has guaranteed the level of maintenanceassessment through December 31, 2006, and such further period(s) as theDeveloper, in his sole discretion, may elect by instrument in writing,delivered to the Association.

S. The Condominium Association shall be bound by the covenants, terms andconditions, duties and obligations of this Declaration of Condominium andExhibits attached hereto. The Condominium Unit Owners, by virtue of theiracceptance of a Deed of Conveyance or Agreement for Deed, as to theirCondominium Unit, and other parties by virtue of their occupancy of Units,hereby approve the foregoing and all of the terms and conditions, duties andobligations of this Declaration of Condominium and attached Exhibits.

T.

No Condominium Parcel Owner shall bring, or have any right to bring, anyaction for partition or division of the condominium property.


Q.

Book87391Page4291 CFN#20060448101

Page 34 of 101

U. The real property submitted to condominium ownership herewith is subjectto conditions, limitations, restrictions, reservations, all matters of record andthe rights of the United States of America, the State of Florida or anygovernment authority or agency as to any submerged lands and as to anylands lying below the natural ordinary high-water line of the surroundingbodies of water, taxes, applicable zoning ordinances now existing or whichmay hereafter exist, easements for ingress and egress for pedestrian andvehicular purposes, easements for utility service and drainage now existingor hereafter granted by Developer for the benefit of such persons as theDeveloper designates, and the Developer shall have the right to grant sucheasements and designate the beneficiaries for such time as it determines inits sole discretion and, thereafter, the Association shall be so empowered togrant such easements on behalf of its members. During the period of timethat the Developer has the right to grant the foregoing easements, the consentand approve Association and its members shall not be required. Theright to

e regoing easements shall be subject to easements that willnot stru

eaken the buildings and improvements on thecondomini

nor unreasonably interfere with the enjoyment ofthe condo

pr erty by the Association members.

V. To insure the con

and the Complex with adequate and uniformwater service $xf

.9posal service, the Developer shall and hereby

reserves the ex us

contract or provide for the servicing of thecondominium and the U

rs therein with said services unless waivedin writing. Purs going, the Developer has, will or maycontract with a utility company, which may include a municipal orgovernment agency or authority for the furnishing of said services. TheAssociation and all Unit Owners agree to pay the charges therefor pursuantto and to comply with all of the terms and conditions of the utilityagreement.

Notwithstanding that the present provisions of the Condominium Act areincorporated by reference and included herein, the provisions of thisDeclaration of Condominium and Exhibits attached shall be paramount tothe Condominium Act as to those provisions in which permissive variancesare permitted; otherwise, the provisions of the Condominium Act shallprevail and shall be deemed incorporated therein.

Leasing or renting of a Condominium Unit is not prohibited.

Owners of Units shall have as an appurtenance thereto a perpetual easementfor ingress and egress to and from their Units over stairs, terraces, balconies,walks and other Common Elements.


Book8739/Page4292 CFN#200604481 01

Page 35 of 101

Z. The Owner of a Unit shall have an easement for ingress and egress over suchstreets, walks and other rights-of-way serving the Units within thecondominium as part of the "Common Elements" as may be necessary toprovide reasonable access to said public ways and such easement shallextend to the invitees and licensees of the Unit Owner. If any of saideasements for ingress and egress shall be encumbered by any leasehold andlien, other than those on the Condominium Parcels, such leaseholds or liensshall be subordinate to the use rights of any Condominium Unit Owner orOwners whose Condominium Parcels are not encumbered also by the lienor leasehold.

AA. This Declaration of Condominium has been prepared to comply with theFlorida Condominium Act, F. S. Chapter 718, as far as initial filing isconcerned, a

oes not guarantee that all future disclosure requirementswill be

reparer of documents; however, the Developer will notbe relieve

any appropriate amendments as required by Chapter718.

B13. The Develope

e right to lease any Unit prior to its sale or sell aUnit that is subject

and is not bound to the provisions of Article Xlllof this Declar*&io

CC. The Developer shall be ex

from paying assessments on unsold Units aslong as the Develo na fide common expenses not covered byassessments and during the time the Developer guarantees the assessmentlevel of the budget. After the Developer-guaranteed period of the level ofbudget assessment elapses, the Developer will be responsible for its share ofassessment of Developer-owned Units unless a majority of non-developerUnit Owners vote to continue the guarantee.

)(X.TELECOMMUNICATION SERVICE

Declarant has entered into an agreement with an infrastructure facilities provider("IFP") for the installation within WorldQuest Resort of facilities and equipment (the"Infrastructure") to provide cable television, high speed internet/intranet, local and longdistance telephone services, security monitoring services and/or other telecommunicationservices (the "Telecommunication Services") and the arrangement for the provision ofTelecommunication Services to Unit Owners and the Association pursuant to bulk serviceagreements ("Bulk Service Agreements") with one or more service providers designatedby IFP. Declarant expressly reserves the right to enter into exclusive or non-exclusiveagreements for Infrastructure and Telecommunication Services on such terms, and with


8ook87391Page4293 CFN#20060448101

Page 36 of 101

affiliated or non-affiliated third parties, as may be determined by Declarant in its solediscretion.

Unit Owners understand and acknowledge that any such Bulk Service Agreementsmay require mandatory participation by all Unit Owners and may result in charges to theAssociation which are included in the assessments levied by the Association (the"Telecommunication Assessment"). By taking title to a Unit subject to the terms of thisDeclaration, each Owner covenants and agrees with all other Unit Owners to pay theTelecommunication Assessment

The Association acknowledges the Communication Easement and its applicabilityto the Condominium Property and the Common Elements now existing and which maybe established from time to time. The Association shall also be responsible for fulfilling itsobligations under each Bulk Service Agreement and any agreement between theAssociation and OP with

the provision of Infrastructure and the arrangementfor the provision of Te c

nication Services to Unit Owners. The Association andeach Unit Owner ackno edg at provision of Telecommunication Services pursuant toBulk Service Agreemen

subject to usage policies and minimum equipmentrequirements of the service

respect to the services provided.

The Declarant shall be ext.,.ter into arrangements with the IFP that requirethe Association to include

and to levy and collect in accordance with thisDeclaration the charges inct e

*on with Telecommunications Services (asdefined herein) for the services and fa '

made available from time to time to the UnitOwners within the Condo iu Association shall be obligated pursuantto certain Bulk Services Agreements (as defined herein) to charge and collect from eachUnit Owner any and all expenses incurred in connection with the Bulk ServicesAgreements. Unit Owners shall be obligated to pay to the Association the costs incurredby the Association in connection with the Bulk Services Agreement as aTelecommunication Assessment as provided in this Declaration. EACH UNIT OWNER(BY VIRTUE OF ACCEPTANCE OF TITLE TO A UNIT) AGREES THAT THETELECOMMUNICATIONS SERVICES MAY NOT BE AVAILABLE TO UNIT OWNER ATCLOSING OF TITLE TO THE UNIT OR FOR SOME TIME THEREAFTER.NOTWITHSTANDING THIS FACT, EACH OWNER (BY VIRTUE OF ACCEI'l'ANCE OFTITLE TO A UNIT) AGREES THAT WHEN SUCH TELECOMMUNICATIONS SERVICESBECOME AVAILABLE, SUCH UNIT OWNER WILL BE RESPONSIBLE FOR THEPAYMENT OF COSTS IN CONNECTION WITH SUCH SERVICES AS DESCRIBEDABOVE. IN ADDITION, SHOULD ANY UNIT OWNER DECIDE TO ENTER INTO ANYOTHER AGREEMENT WITH SERVICE PROVIDERS ON A NON-BULK SERVICESARRANGEMENT, SUCH UNIT OWNER (BY VIRTUE OF ACCEPTANCE OF TITLE TOA UNIT) AGREES TO PAY FOR ALL COSTS IN CONNECTION WITH SUCH SERVICES,INCLUDING CANCELLATION FEES AND DISCONNECTION CHARGES. THIS


Book8739/Page4294 CFN#20060448101

Page 37 of 101

PROVISION SHALL BE A COVENANT RUNNING WITH THE LAND FOR THEBENEFIT OF THE DECLARANT, THE ASSOCIATION AND THE IFP.

IN WITNESS WHEREOF, the Declarant has caused this Declaration to be made andexecuted according to the provisions of the Florida Condominium Act.

Signed, sealed and deliveredin the presence of:

DEVELOPER/DECLARANT:

WORLDQUEST RESORTPARTNERS, L.L.C.,a Florida lixpited Bab' 'ty company

The foregoing instrument was acknowledged before me this day of June,2006, by Gregory D. Lee, as Manager of WORLDQUEST RESORT PARTNERS, L.L.C., aFlorida limited liability company, who is per%)


Book8739IPage4295 CFN#20060448101

Page 38 of 101

JOINDER AND CONSENT OF MORTGAGEE

FIRST HORIZON HOME LOAI\I CORPORATION ("Mortgagee"), being the ownerand holder of that certain Real Estat e Mortgage, Assignment of Rents and SecurityAgreement dated June 25, 2004 and recorded in Official Records Book 7503, Page 1070, asamended by that Mortgage, Assignment of Rents and Financing Statement Modificationand Spreader Agreement and Notice (f Future Advance dated November 22, 2005 andrecorded November 28, 2005 in Offici 1 Records Book 8320, Page 1067, all in the PublicRecords of Orange County, Florida (collectively, the "Mortgage"), executed byWORLDQUEST RESORT PARTNERS, L.L.C., a Florida limited liability company("Mortgagor"), which Mortgage encumbers the Condomirnium Property referenced in thisDeclaration, hereby consents to the Declaration, subordinates the lien of its Mortgage to theDeclaration, and agrees that the Declaration shall survive any foreclosure of the Mortgageor deed in lieu thereof.

i

"Mortgagee"Signed, sealed and din the presence of:

FIRST HORIZON HOME LOANCORPORATION,a Kansas corporation authorized totransact business in Florida

(CORPORATE SEAL)

STATE OF FLORIDACOUNTY OP ORANGE

The foregoing instrument was acknowledged before me this day of June, 2006 by Michael L. Green, asFlorida Market Manager of FIRST HORIZON HOME LOAN CORPORATION, a Kansas corporation authorized totransact business in Florida. He is personally knm1vn to me or has produced , as identification.

(NOTARY SEAL)N Y PPrint Name:Commission No.:Commission expires:

Declaration o'if Condominium Page 39 of 39

Book8739/Page4296 CF J#20060448101

Page 39 of 101

SCHEDULE 1

S

8ook87391Page4297 CFN#20060448101

Page 40 of 101

PHASE ONEDESCRIPTION

WORLD QUEST RESORT CONDOMINIUM

That port of Section 34, Township 24 South, Range 28 East, Orange County, Florida, being moreparticularly described as follows:

Commence at the Southwest corner of said Section 34; thence South 89' 44' 28" East along theSouth line of the Southwest 1/4 of Section 34 for a distance of 334.51 feet; thence North DO'15' 32" East for a distance of 635.10 feet to POINT OF BEGINNING and the beginning of a curveconcave northeasterly having a tangent bearing of North 51'53 '30" West and a radius of 1,680.00feet; thence run northwesterly along the arc of said curve through a central angle of 22'03 ' 43"for a distance of 646,89 feet; thence North 53'04'35" East along the West line of that FloridaPower Corporation Easement recorded in Official Records Book 810, Page 501, Public Records ofOrange County, Florida, a distance of 190.17 feet: thence South 36'55'25" East, a distance of176.16 feet to a point on a curve concave easterly having o tangent bearing of South 17'15'45"West and a radius of 23.33 feet; thence run southerly along the arc of said curve through a centralangle of 43'56 '08" for o distance of 17.89 feet to a Point of Reverse Curvature of a curveconcave northwesterly and having a radius of 52.91 feet; thence run southwesterly along the arc ofsaid curve through a central angle of 101'59 ' 32" for a distance of 94.19 feet to a Paint ofReverse Curvature of a curve concave southeosterly and having a radius of 23.33 feet; thence runsouthwesterly along the arc of sold curve through a central angle of 8419'25" for a distance of34.34 feet; thence South 09 .00' 17" East, a distonce of 44.23 feet; thence South 86'40 '36"East, o distance of 183.28 feet; thence South 47'08 '20" East, o distance of 170.46 feet to a pointon a curve concave southeasterly having o tangent bearing of North 04'37 '45" West and a radiusof 58.00 feet; thence run northeasterly along the arc of said curve through a central angle of74'47 ' 38" for a distance of 75.71 feet to a point on a curve concave northwesterly having atangent bearing of North 65'57'48" East and a radius of 79.79 feet; thence run northeasterlyalong the arc of said curve through a central angle of 86'35 '53" for o distance of 120.60 feet toa point of tangency,

North 20'38'05" West, a distance of 30.83 feet; thence North90' 00' 00" East,

dl one

f 166.05 feet; thence South 00'25 ' 19" Eost, a distance of301.76 feet; thenc

ouch 2 4' 57 " West, a distance of 83.02 feet; thence North 29'21 '52"West, o distance o

et; thence North 55'51 '10" West. o distance of 93.10 feet; thence.62' anNorth 85'26 '08" Wes ,

of 40.58 feet; thence North 55'51 ' 10" West, a distanceof 46.45 feet; thence S

0" West, a distance of 177.19 feet to the POINT OFBEGINNING.Containing 3.804 Acre t,4 e( gy ss.

TOGETHER WITH A INGRESS

SEMENTDESCRIPTIONThat part of Section 34,

Range 28 East, Orange County, Florida, being moreparticularly described as

Commencing at the centerline intersect!

notional Drive and International Avenue accordingto the plat of WORLD GATEWA

re or

lot Book 38, Po9es 89 through 91, of the PublicRecords of Orange County, Flo

run North 85'48'28 West, a distance of 1,104.98feet; thence South 0411 '32" West, o distance of 82.00 feet to the POINT OF BEGINNING;thence South 0411'32" West, o distance of 842.02 feet to a point of curvature concave easterlyhaving a radius of 2,200.00 feet: thence run southerly along the arc of said curve through a centralangle of 31'53 ' 24 " for a distonce of 1,224.49 feet; thence South 53'04'35" West, a distanceof 101.25 feet to a paint on a curve concave easterly having a tangent bearing of North28'06'08" West and a radius of 2,300.00 feet; thence run northerly along the arc of said curvethrough a central angle of 32'17 '40" far a distance of 1,296.38 fee to a point of tangency: thenceNorth 04'11 ' 32 " East, a distance of 842.02 feet; thence South 85'48 ' 28" East, a distanceof 100.00 feet to the POINT OF BEGINNING.Containing 4.828 acres, more Or less.

AND A PERPETUAL ACCESS EASEMENTDESCRIPTIONThat port of Section 34. Township 24 South, Range 28 East, Orange County, Florida being moreparticularly described as follows:

Commence at the centerline intersection of International Drive and International Avenue accordingto the plat of WORLD GATEWAY, as recorded in Plat Book 38, Pages 89 through 91, of the PublicRecords of Orange County, Florida: thence run North 85' 48' 28" West along the centerline ofsaid International Drive for a distance of 1104.98 feet; thence run South 04' 11' 32" West fora distance of 924.02 feet to o point of curvature of a curve concave Northeasterly having a radius of2200.00 feet and a central angle of 20' 09' 08"; thence run South Southeasterly along the ore ofsaid curve for a distance of 773.79 feet to the POINT OF BEGINNING; thence continue along thearc of said curve through a central angle of 11' 44' 16" far a distance of 450.70 feet to a pointof non-tangency, thence run North 53' 04' 35" East for a distance of 68.42 feet to o point on anon-tangent curve concave Northeasterly having a radius of 1680.00 feet and a chard bearing ofNorth 32' 15' 11" West; thence run Northwesterly along the arc of said curve through a centralangle o 06' 06' 09" for o distance of 178.94 feet to a point an a non-tangent curve concaveNortheasterlyihaving a radius of 2155.00 feet and a chord bearing of North 19' 18' 35" West;thence run Northwesterly along the arc of said curve through a central angle of 06' 41' 59" foro distance of 251.99 feet to a point on non-tangency, thence run South 74' 01' 58" West for adistance of 45.00 feet to the POINT OF BEGINNING.

Containing 0.503 acres more or less and being subject to any rights-of-way, restrictions andeasements.

Book8739/Page4298 C FN#20060448101

Page 41 of 101

•

Book8739/Page4299 CFN#20060448101

Page 42 of 101

Book87391Page4300 CFN#20060

01

Page 43 of 10

•

Book87391Page4301 CFN#20060448101

Page 44 of 101

1.0 G la 9t' abed

10I. 9t7f,0900Z#NdO Z0cfiVe6ed16CL9Plafl8

That part of Section 34, Townsh

th, Range 28 East, Orange County, Florida, being moreparticularly described as follows:

ction 34; thence South 89' 44' 28" East along thea distance of 334.51 feet; thence North 00'

POINT OF BEGINNING; thence NorthSouth 55'51 ' 10" East, a distance of 46.45

feet; thence South 55'51'10" East,, a distance of 88.62 feet; thence Southn a curve concave northeasterly having a

f 1,680 00 feet; thence run northwesterly'10' 51 " for a distance of 298.52 feet to

Containing 1.179 acres, more or less.

Commence at the Southwest cornerSouth line of the Southwest 1/4 of S15' 32" East for a distance of 635,1038'06 ' 30" East, o distance of 177.19\feet; thence South 86'26 '08 " East, aa distance of 93.10 feet; thence South 29"21 ' 522'14 ' 57 " West, a distance of 155.34 feetangent bearing of North 62'04 ' 21 " Westalong the arc of said curve through a centhe POINT OF BEGINNING.

Book8739/Page4303 CFN#20060448101

Page 46 of 101

•

Book87391Page4304 CFN#20080448101

Page 47 of 101

•

Book87391Page4305 CFN#20060448101 Page 48 of 101

!M!!!

•

Book87391Page4306 CFN#20060448 101

Page 49 of 101

S

DESCRIPTION

PHASE THREE

That part of Section 34, Tow

South, Range 28 East, Orange County, Florida, being moreparticularly described as follow

Commence at the Southwest car

ofd

Section 34; thence South 89' 44' 28" East along theSouth line of the Southwest 1/4 o

4 for a distance of 334.51 feet; thence North 00'15' 32" East for o distance of 635.1Q f

a point lying on a curve concave to the Northeast havinga radius of 1680.00 feet; thence

bearing of North 51' 53' 30" West runNorthwesterly along the arc of sal cu

u

a central angle of 22' 03' 43" for a distanceof 646,89 feet; thence North 53' 04' 35

n the West line of that Florida PowerCorporation Easement Recorded in Of fi

oak 810, Page 501, Public Records of OrangeCounty, Florida for a distance of 190.

POINT OF BEGINNING; thence continueNorth 53' 04' 35" East along said line for a distance of 194.30 feet; thence North 42' 17' 02"East, a distance of 47,43 feet; thence South 47' 42' 58" East, a distance of 342,70 feet; thenceNorth 90' 00' 00" East, a distance of 93.88 feet; thence South 00' DO' 00" East, a distanceof 161.81 feet; thence North 90' 00' 00" West, a distance of 175.84 feet; thence North 57'27' 38" West, o distance of 247.44 feet; thence South 53' 04' 35" West, a distance of 55,53 feet;thence North 36' 55' 25" West, a distance of 176.16 feet to the POINT OF BEGINNING

Containing: 2.451 Acres, more or less.

Book8739/Page4307 CFN#20060448101

Page 50 of 101

Book87391Page4308 CPN#20080448101

Page 51 of 101

Book8739/Page4309 CFN#20060448101

Page 52 of 101

•

Book8739/Page4310 CFN#20060448101

Page 53 of 101

S

,SCHEDULE2

Book8739/Page4311 CFN#20060448101

Page 54 of 101

Schedule2

PERCENTAGE OF OWNERSHIP INTEREST OF UNITSIN COMMON ELEMENTS AND SHARE OF

COMMON EXPENSES AND SURPLUS FOR PHASES 1-4

A, B, C and D

102

(vim)

100%

TotalNumber

UnitType

OfUnits

% Interest

Total %In Common

Interest ByElements

UNIT TYPE

0.98%

100%

To compute the undi

tentage interest in Common Elements for each Unit,divide one (1) by the total n be

nits in the Condominium. Thus, for Phases 1-3, thepercent interest in undivide

Elements for each Unit is 0,98% (1/102).

ASING

As phases are added, each Unit's percentage in the Common Elements will changebased upon one Unit's percentage to the total Units submitted. Therefore, the total Unitspreviously submitted and the additional Units submitted by the new Phase(s) are addedtogether and divided into one hundred percent (100%), which will result in the respectivepercentage ownership in undivided Common Elements of each Unit after the fifth, andeach subsequent, phase is added.

Schedule 2 Page 1 of 1

Book87 9/Page43I 2 CFN#20060448101

Page 55 of 101

SCHEDULE 3

Book8739/Page4313 CFN#20060448101

Page 56 of 101

ARTICLES OF INCORPORATION OF THEWORLDQUEST RESORT CONDOMINIUM ASSOCIATION, INC

The undersigned, TOM W. BENNETT, executes these Articles for the puforming a corporation not for profit under the laws of the State of Florida pursuant toChapter 617, F. S., and certify as follows:

ARTICLEINAME

The name of the Corporation shall be:

WORLIDQUEST RESORT CONDOMINIUM ASSOCLATIO

ARTICLEIt

PURPOSE

provisions of Chapter 718, F. S., commonly known as therpose of this corporation shall be to be the

718,P. S.) for the operation of a Condominium known(the "Condominium"), at 7307 Somerset Shores32819, to be created pursuant to the provisions

such Association, to operate and administer saidduties of the Condominium as set forth in

rldquest Resort Condominium (the "Declarationirdum and all Exhibits annexed thereto, and

Condominium Association and/or Ownersd to acquire, hold, convey and otherwise deal

n this Corporation's capacity as an Owners

ARTICLEIliMEMBERS

All persons who are Owners of a Condominium Unit within said Condominiumshall automatically be members of this corporation. Such membership shall automaticallyterminate when such person is no longer Owner of a Condominium Unit. Membership inthe Corporation shall be limited to such Owners.

Subject to the foregoing, admission to and termination of membership shall begoverned by the Declaration of Condominium that shall be filed for said Condominiumamong the Public Records of Orange County, Florida.

WRCA Articles of Incorporation Page 1 of 8

In accoFlorida Condomini"Association" (as deas WorldQuest ResorCourt, Orlando, Orof the Florida CondoCondominium andthe Declaration of Coof Condominium") establishingfurther to exercise all. poweAssociation under the Condoin and with real and personaAssociation.

Book87391Page4314 CFN#20060448101

Page 57 of 101

ARTICLE IVTERM

This Corporation shall have perpetual existence.

ARTICLE VMANAGEMENT OF AFFAIRS OF CORPORATION DIRECTORS AND OFFICERS

The following persons shall constitute the first Board of Directors and shall serveuntil the first election of the Board of Directors at the first regular meeting of themembership:

5ection I. The affairs of the Corporation shall be managed and governed by ard of Directors composed of not less than three (3) nor more than the number specified

ADDRESS

TOM

7307 Somerset Shores CourtOrlando, Florida 32819

1100 Town Plaza CourtWinter Springs, Florida 32708

TOM McLAUGHLIN

1100 Town Plaza CourtWinter Springs, Florida 32708

The directors, subsequent to the first Board of Directors, shall be elected at theannual meeting of the membership in the manner and in accordance with the methodprovided for in the Bylaws of the Corporation, and provisions respecting the removal,disqualification and resignation of directors and for filling vacancies on the Board ofDirectors shall be established by the Bylaws.

Section 2. The principal officers of the Corporation shall be a President, VicePresident, Secretary and Treasurer, who shall be elected by the Board of Directorsaccording to the Bylaws. The directors may, if they desire, combine the office of Secretaryand Treasurer one with the other, or either of them with the office of Vice President, andcreate such other officers as may be provided for in the Bylaws.

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The names of the officers who are to serve until the first election of officers, pursuantto the terms of the Declaration of Condominium and Bylaws are as follows:

President:

TOM W. BENNETT

Vice President: LARRY WILLIAMS

Treasurer

TOM MeLALIGHLIN

Secretary:

TOM McLAUGHLIN

Ste. None of the above officers or directors specifically named in theseinitial Articles of Incorporation shall be required to be a member of this Corporation tohold office. It being understood said officers and directors are appointees of theDeveloper-controlled Association.

The Bylaws of the^r 'on shalt 'ally be made and adopted by its first Boardof Directors.

Prior to the time the p

scribed in Article II hereof has been submitted tocondominium ownership and a

dr^dominium Plan by the filing of the Declarationof Condominium, the first

tors shad have full power to amend, alter orrescind said Bylaws by a major vo

After the property described in Article II hereof has been submitted tocondominium ownership and a Resort Condominium Plan by filing of the Declaration ofCondominium, the Bylaws may be amended, altered, supplemented or modified by themembership at the annual meeting, or at a duly convened special meeting of themembership, by vote, as follows:

A. If the proposed change has been approved by the unanimousapproval of the Board of Directors, then it shall require only a one-third (1/3) vote of the total membership to be adopted.

B. If the proposed change has not been approved by the unanimous voteof the Board of Directors, then the proposed change must beapproved by three-fourths (3/4) of the total vote of the membership.

Boo k87391Page431 6 CFN#20060448101

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WRCA Articles of Incorporation Page 3 of S

ARTICLE VREMOVAL OF OFFICERS AND DIRECTORS

Officers and directors may be removed prior to the expiration of their terms inaccordance with the provisions of Florida law, the Bylaws of this Corporation and thisDeclaration of Condominium, and Exhibits thereto, which provisions shall control.

ARTICLEWTIINDEMNIFICATION OF OFFICERS AND DIRECTORS

Every director and every officer of the Corporation shall he indemnified by theCorporation. against all expenses and liability, including counsel fees, reasonably incurredor imposed in connection with any proceeding to which they may be a party, or in whichthey may become involved by reason of being or having been a director or officer of thisCorporation, whether or not a director or officer at the time such expenses are incurred,except in cases when the director or officer is adjudged guilty of willful misfeasance ormalfeasance in the p

ce of duties; provided that in the event 'o f any claim orreimbursement or

tion hereunder based on a settlement by the director orofficer seeking such

ant or indemnification, the indemnification herein shallapply only when the B

o£

tors approves such settlement and reimbursement asbeing in the interests of r flen. The foregoing right of indemnification shall bein addition to and not exclus, Of other rights to which such director or officer may beentitled.

The powers of the Corporation shall include and be governed by the followingprovisions:

1. The Corporation shall have all of the common-law and statutory powers ofa corporation not-for-profit that are not in conflict with the terms of these Articles and, inaddition, all the powers conferred by the Condominium Act on a CondominiumAssociation and, in addition, all of the powers set forth in the Declaration of Condominiumof the Condominium, which are not in conflict with law.

2.

The Corporation shall have all of the powers reasonably necessary toimplement the powers of the Corporation including, Ink not limited to, the following:

(a) To operate and manage the Condominium and condominiumproperty in accordance with the sense, meaning, direction, purpose and

WRCA Arles of Incorporation Page 4 of 8

Book8739/Page4317 CFN#20060448101

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O

intent contained in the Declaration of Condominium of the Condominiumwhen the same has been recorded among the Public Records as above noted.

(b) To make and collect assessments against members to defray thecost of the Condominium and to refund common surplus to members orapply the same to future expenses.

(c) To use the proceeds of assessments in the exercise of its powersand duties.

To maintain, repatr, replace and operate the Condominiumproperty pursuant to the resort Condominium plan.

(e) To reconstruct improvements upon the property after casualtyand to further improve the property.

(g) To

disapprove the proposed purchasers, lessees andmortgagees of apa

`required by the Declaration of Condominium.A 'ter

(h) To

means the provisions of the Condominiumdocuments, these Articles,

of the Corporation and the regulationsfor the use of the pro e

ndominium.

(i) To contract for the management of the Condominium and toauthorize its contractor to perform functions and duties for or on behalf ofthe Association except when such authorization is prohibited by applicablelaw or the Bylaws of the Association.

3. Ali funds and title to all properties acquired by the Corporation and theproceeds thereof shall be held only for the benefit of the members in accordance with theprovisions of the Condominium documents.

4. The powers of the Corporation shall be subject to and be exercised inaccordance with the provisions of the Declaration of Condominium, which governs the useof the Condominium property.

WRCA Articles of Incorporation Page 5 of B

T.-

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ARTICLE XCONTRACTUAL POWERS

In the absence of fraud, no contract or other transaction between this Corporationand any other person, firm, association, corporation or partnership shall be affected orinvalidated by the fact that any director or officer of this Corporation is pecuniarily orotherwise interested in, or is a director, member or officer of any such other firm,association, corporation or partnership, pecuniarily or otherwise interested therein. Anydirector may vote and be counted in determining the existence of a quorum at any meetingof the 'oard of Directors of this Corporation for the purpose of authorizing such contractor transaction with like force and effect as if not so interested, or not a director, memberor officer of such other firm, association, corporation or partnership.

ARTICLEPROHIBITION AGAINST ISSUANCE OF STOCK

DISTRIBUTION OF INCOME

This Corpora

have nor issue any share of stock of any kind or naturewhatsoever. Members

Corporation and the thereof, as well as the number ofmembers, shall be on

and conditions as provided for in the Declaration ofCondominium and By

rights of the Owners shall be.as set forth in theDeclaration of Condo

Bylaws.

There shall be no dividers

to any of the members, nor shall any part of theincome of the Corporation

its Board of Directors or officers. If there areany excess receipts over disbu n r'E-Zesult of performing services, such excess shallbe applied against future expenses. The Corporation may pay compensation in areasonable amount to its members, directors and officers for services rendered, may conferbenefits on its members in conformity with its purposes and on dissolution or finalliquidation, may make distribution to its members as is permitted by the court havingjurisdiction thereof, and no such payment benefit or distribution shall be deemed to be adividend or distribution of income.

ARTICLE XIIAMENDMENTS

Amendments to the Articles of Incorporation may be proposed by any member ordirector and shall be adopted in the same manner as is provided in the Bylaws and as setforth in Article VI above. Said amendment shall be effective when a copy thereof, togetherwith an attached certificate of its approval by the membership, sealed with the corporateseal, signed by the Secretary, and executed and acknowledged by the President or VicePresident, has been filed with the Secretary of State, and all filing fees paid.


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ARTICLE XlllREGISTERED AGENT AND REGISTERED OFFICE

The Registered Agent for this Corporation shall be BRIAN C. DEUSCHLE and theRegistered Office shall be located at 800 SE Third Avenue, Suite 400, Fort Lauderdale, FL33316, or such other person or such other place as the Board of Directors shall from timeto time direct, with appropriate notice being given to the Secretary of State in accordancewith law.

ARTICLE XIVTERMINATION

is Corporation may be terminated voluntarily by seventy-five percentthe voting membership.

ARTICLE XVSUBSCRIBER

STATE OF FLORIDA

))SS:

COUNTY OF , gRCVVIPD ) . ..

Before me, a Notary Public authorized to take acknowledgments in the State andCounty set forth above, personally appeared TOM W. BENNETT, known to me and knownby me to be the person who executed the foregoing Articles of Incorporation and heacknowledged before me that he executed those Articles of Incorporation.

W1 CA Articles of Incorporation Page 7 of 8

The name

of the subscriber to these Articles of incorporation is asfollows: Tom W.

, 7307 Somerset Shores court, Orlando, Florida32819.

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r

CERTIFICATE ACCEPTING DESIGNATION REGISTERED AGENT

I HEREBY CERTIFY that I have accepted the designation as Registered Agent ofWorldQuest Resort Condominium. Association, Inc., a Florida not-for-profit corporation,and agree to serve Agent to accept service of process within this state as itsRegistered Off=

C.:\ Corel\WortdQaesf Resod, a Condominium\ Declaration of Condo & Related. Dom\ ARTICLES OF INCCRIPORATION FORWORLDQU83T RESORT CONDONCR•RUTvf A880CIATIOtd, INC (Exhibit A-4) 040517.ff3co,wpd


OF, I have hereunto set my hand and affixed my official seaaid this 2

day

October 2004.

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SC D F

S

Book8739/Page4322 CFN#20060448101

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BYLAWS.

FOR

THE WORLDQUEST RESORT CONDOMINIUM ASSOCIATION, INC.,

LOCATED IN ORANGE COUNTY, FLORIDA

1.

a

A

(a) These Bylaws are and shall be the Bylaws of the Owners Association ofWORLDQUEST RESORT, A CONDOMINIUM (the "Condominium"), beingWORLDQUEST RESORT CONDOMINIUM ASSOCIATION, INC. These Bylaws shall, on

and Recorder, County of Orange, and the Secretaryd control the administration of the Condominium. These

ar WORLDQUEST RESORT, A CONDOMINIUM (thef by reference. All "Owners", their guests and

future shall have the rights and responsibilities

2.

Membership:

(a) Persons owning an interest in a Unit at the Condominium shall be a memberof the Association of Unit Owners (the "Association"), which shall be the same as theAssociation or Condominium Association established in the initial CondominiumDeclaration for the Condominium, and the Articles of Incorporation for the Association.Membership begins concurrently with the acquisition of an ownership interest in a Unitand terminates at the time such ownership interest is terminated. Such termination shallnot relieve any Owner of liability for obligations incurred while a member of theAssociation; further, membership in the Association does not in any way negate or impairany Owner's legal remedies, right to bring legal action, or defenses to any and. all actionsinvolving the Association, other Owners, or the Management that may arise from or beincidents of ownership.

Obligations:

(a) The Association and each Owner shall be obligated to comply with theBylaws, the initial Condominium Declaration and the laws of the local authorities havingjurisdiction over the Condominium and the laws of the State of Florida. Such Owner's

Bylaws Page 1 of 18

being recorded with thof State, State of FloridaBylaws are a part of the"Declaration"), which areany renters or sublesseedescribed in these Bylaws

(b) The acquisipines that the Owner accepts,

agrees to comply with these Bylaws.

Book87391Page4323 CFN#20060448 01

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e

I

obligation shall include, but not be limited to, the paying of Assessments to theAssociation. Failure of any Owner to abide by these Bylaws and the other instruments, andall rules made pursuant thereto, and the aforesaid laws shall be grounds for appropriatelegal actions by the Association., Unit Owners or by an aggrieved Owner against such non-complying Owner.

4.

Meetings and Voting:

Regina eet< : There shall .be a regular meeting of the Associationrcnu -Laing the first ten (10) days of file month of Jule, of each year as determined by

the Board, or on such other date properly announced by the Board. All meetings of theBoard of Directors, including special meetings in accordance with subparagraph (g) below,shall be open to all Unit Owners. Adequate notice of a meeting shall be posted oncondominium property at least 48 continuous hours preceding the meeting.

(b) Pursuant to;these Bylaws, the Association may at any

time hold a special e

meeting may be called on the initiative of theChairperson of the Associa

'geed'o , or

request of the Manager, or a petition signed byat least fifty-one percent

n entitled to vote. Notice of any specialmeeting must specify the re

meeting and the matters to be raised. Onlymatters set forth in the peti 'ctxni

y brought before such meeting unless fifty-one percent (51%) of the ag

resent agrees otherwise.

(c) Notices:

Noti

o special, shall be mailed bythe Association's Secretary or the alter to,every Owner of record at their address ofrecord at least ten (10) but not more than twenty (20) days prior to the time for holdingsuch meeting. Such notices shall specify the date, time and place of the meeting and shallmake provision to allow for the voting of each Owner's interest by proxy at the discretionof the Owner. The mailing of a notice in the manner provided in this paragraph or thepersonal delivery of such notice by the Secretary of the Association shall be considered asnotice served. On receiving a written request, the Association's Secretary or the Managershall give all mortgagees notice of allregular and special meetings of the Association. Eventhough a mortgagee received no notice, they may attend any regular or special meeting ofthe Association. On attending any regular or special meeting, a mortgagee may participateand vote according to any ownership interest or proxy held by said party. Mortgagees maybe represented by their duly authorized agents.

(d) Adjournment: If any meetings cannot be convened because a majorityof all ownership interests is not present either in person or by proxy, the meeting may beadjourned from time to time until a quorum is present.

Bylaws Page 2 of 18

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5.

Voting Interest:

(a) There is assigned to each Condominium Unit one vote. Should the Unit beheld in multiple ownership, the Owners of a Unit shall execute a written designationappointing a single voting representative who will vote the Unit's vote at any and allOwners meetings. The written designation may be changed from time to time bysubsequent designations signed by all Owners of a Unit. The foregoing does not restrictthe possible execution of proxies which appoints a third party agent to cast a Unit's vote.

(b) Whenever a quorum is present at a meeting of the Association or the Boardof Directors, those present may do any and all acts by majority vote they are empoweredto do unless specific provisions of these Bylaws, the Declaration or the laws of the State ofFlorida direct otherwise.

6.

Quorum:

The presence in per or ` proxy of at least a majority of the Owners holding avoting interest as hereina

ed shall constitute a quorum.

7.

Proxies:

Votes may be cast in person or p

. All proxies shall be in writing and signedby the person entitled to vote.

p interest is owned by a corporation, anofficer or a designated authorize resentative of the corporation shall be entitled to votethe corporate interest If the interest owned a husband and wife jointly, eitherhusband or wife may sign.

8.

Board of Directors:

(a) Number and Election: During the pendency of Developer's rights to appointdirectors pursuant to Paragraph 8(k) of these ByLaws, the number of directors shall bethree (3). After the expiration of Developer's rights under Paragraph 8(k) of these ByLaws,the number of directors shall be five (5). Except for those appointed or elected by theDeveloper, each director shall be (i) a member of the Association; or (Li) a person exercisingthe rights of an Owner who is not a natural person. All directors shall act withoutcompensation unless otherwise provided by resolution of the membership. The electionof directors shall be by written ballot or voting machine. Proxies shall in no event be usedin electing the Board at general elections or to fill vacancies caused by resignation orotherwise; provided, however, that limited proxies may be used to fill a vacancy resultingfrom the recall of a director, in the manner provided by the rules of the Division. Electionsshall be decided by a plurality of those ballots and votes cast. An owner (other thanDeveloper) elected to the Board of Directors shall hold office for a term of one (1) year until

Bylaws Page 3 of 18

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t:

the first annual meeting subsequent to the election of such Owner and thereafter, subjectto annual re-election.

(b) Organizations Meetings: The first or organizational meeting of a newlyelected Board of Directors of the Association shall be held within thirty (30) days of theirelection, at such place and time as shall be fixed for the directors at the meeting at whichthey were elected, and no further notice of the organizational meeting shall be necessary,provided a quorum shall be present.

(c) Removal of Directors: Subject to the provisions of 7'18.112(j), FloridaStatutes, any member of the Board may be recalled and removed from office with orwithout cause by the vote or agreement in writing by a majority of all Unit Owners, Aspecial meeting of the Unit Owners to recall a member or members of the Board may becalled by fifty-one percent (51%) of the Unit Owners giving notice of the meeting asrequired for a meeting

lien. The notice shall state the purpose of the meeting.If the membership

successor, the Board of Directors may fill the vacancy inthe manner provided

(d)becomes vacantoffice or otherwise, achoose a successor orterm for which such vacat any regular or special e

If the office of any director or directorseni, disqualification, removal of

g directors, though less than a quorum, shallhold office for the balance of the unexpiredelection held to fill the vacancy may be held

(e) Disqualification and Resignation of Directors: Any director may resign atany time by sending a written notice of such resignation to the office of the AssociationCorporation, delivered to the Secretary. Unless otherwise specified therein, suchresignation shall take effect on receipt by the Secretary. Commencing with the directorselected at the first annual meeting of the membership, and except for the provisions ofsubparagraph (k) below, the transfer of title of a director's Unit by a director shallautomatically constitute a resignation, effective when the resignation is accepted by theBoard of Directors. No member shall continue to serve on the Board if more than thirty(30) days delinquent in the payment of an Assessment or maintenance fee. Thedelinquency shall automatically constitute a resignation, effective when such resignationis accepted by the Board of Directors.

(f) Regular Meetings: The Board of Directors may establish a schedule ofregular meetings to be held at the time and place as the Board of Directors designates.Notice of regular meetings shall be given to each Director personally or by mail, telephoneor telegraph at least forty-eight (48) hours before the clay named for the meeting. Allmeetings of the Board of Directors, including special meetings in accordance withsubparagraph (g) below, shall be open to all Unit Owners. All meetings of the Board of

Bylaws Page 4 of 18

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Directors, including special meetings in accordance with subparagraph (g) below, shall beopen to all Unit Owners. Adequate notice of a meeting shall be posted on condominiumproperty at least 48 continuous hours preceding the meeting.

(g) SpecialMeetings: Special meetings of the Board of Directors may be calledby the President and, in the President's absence, by the Vice President, or by a majority ofthe members of the Board of Directors, by giving forty-eight (48) hours notice, in writing,to all of the members of the Board of Directors of the time and place of said meeting. Allnotices of special meetings shall state the purpose of the meeting.

(h) Directors' Waiver of Notice: Before or at any meeting of the Board ofDirectors, any Director may waive notice of such meeting and such waiver shall be deemedequivalent to the giving of such notice. Attendance by a Director at any meeting of theBoard shall be a waiver of notice of the time and place thereof. If all the Directors arepresent at any meeting

aid, no notice shall be required and any business may betransacted at such mee

set twenty-four (24) hour notice posted before the Boardof Directors meeting

the meeting is for an emergency.

r(i)

Directors shall constitute amajority of the Directors prothe acts of the Board of Dirthan a quorum present, the majto time. At such adjourned memeeting as originally called may

s of the Board of Directors a majority of thee transaction of business and the acts of the

ings, at which a quorum is present, shall beeting of the Board of Directors there is less

present may adjourn the meeting from timeas that might have been transacted at the

ached without further notice.

e

(j) Compensation:

The Directors' fees, if any, shall be determined by thevoting members,

(k) Dey9oper's Selection of Directom Subject to provisions of Section718.301 of the Condominium Act, the Declarant shall have the right to designate theDirectors, who need not be Owners of Units in the Condominium, and said Directors maynot be removed by members of the Assodatlon, as elsewhere provided herein. When avacancy occurs for any reason, the vacancy shall be filled by the person designated by theDeclarant.

(1) Management Firm: The Management Firm, as long as any ManagementAgreement remains in effect, shall be entitled to notice of all Directors' meetings and shallbe entitled to attend the Directors' meetings and it may designate such person or personsas it desires to attend such meetings on its behalf.

Bylaws Page 5 of 18

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9.

Powers and Duties of the Board:

The Board shall have the following powers and duties:

(a) To call annual meetings of the Association and give due notice thereof.

(b) To conduct elections of the Board..

(c) To enforce t pre' sic= of the Declara

y

o

Co miniumby appropriate action.

(d) To promulgate and adopt rules and obligations for the use of the CommonElements and for the occupancy of the Units so as to not interfere with the peace and quietof all residents. Such ru

the approved by a majority of the Owners at any regularor special meeting of

lion.

(e) To provide f

e nagement of the Resort Condominium, by hiring orcontracting suitable and c

nagement personnel for the day-to-day operation,maintenance, upkeep and re

Common Elements.

(f) To levy Asses

ed for in the Declaration, these Bylaws, and bythe State of Florida, and to provide or

of liens and to initiate proceedings for thecollection, expenditure and acc

Assessments or the foreclosure of liens.

(g) To pay for the expenses of the maintenance, repair and upkeep of theCommon Elements and to approve payment vouchers, either at regular or special meetings.

(h) To delegate authority to the Manager for the conduct of Condominiumbusiness and to carry out the duties and powers of the Board; however, such authority shallbe precisely defined with ultimate authority at all times residing in the Board.

(i) To provide a means of hearing grievances and foreclosure proceedings ofOwners and to observe all due process requirements imposed on owners' associations forcondominiums.

(j) To meet at regularly scheduled times and hold meetings open to all Ownersor their agents.

(k) To prepare an annual budget for the Condominium to determine the amountof the Assessments payable by the Owners to meet the Common Expenses and allocate andassess such charges among the Owners according to their respective interests in the

Bylaws Page 6 of 18

Bo ok8739IP age4328 CFN#200604481 0 1

Page 71 of 101

Common Elements and to submit such budget to the Owners on or before the date of theannual meeting.

(1) To levy and collect special Assessments whenever, in the opinion of theBoard, it is necessary to do so to meet increased operating or maintenance expenses, costsor additional capital expense, or because of emergencies.

(m) In addition to the provisions of subparagraph (f) above, to take appropriatelegal action to collect any delinquent Assessments, payments or amounts or liens due from

-^

erring money

theOwners or from any other person or persons o to Condominium,

tolevy a penalty and to charge interest on unpaid amounts due and owing.

(n) To defend in the name of the Association any and all lawsuits wherein theResort Condominium is a party defendant.

(o) To enter

co y; acts with third parties to carry out the duties set forth, forand in behalf of the Iio •,..,

- sociation.

(r) To establish rules and regulations for conduct, behavior, and use and controlof the Common Elements, a copy of such rules and regulations as adapted from time totime shall be posted on the property and mailed to each Owner.

(s) To make repairs, alterations and improvements to the Common Elementsconsistent with managing the Condominium in a first class manner and in the best interestof the Owners.

(t) To arrange, keep, maintain and renew the insurance for the Association asset forth in the Declaration.

(u) To carry out the duties and responsibilities of the Board in all other mattersas may be authorized, needed or required by the Declaration.

(v) To operate and maintain a surface water and/or stormwater managementsystem.

Bylaws Page 7 of 18

•

(p) To establishall funds of the Association.checks signed by such per

(q) In general, toAssociation as authorized andare necessary and reasonableCondominium.

t for the Resort Condominium, and to keep thereinof monies from such accounts shall only be by

d by the Board.

on the administration and affairs of theclaration, and to do all those things thatvernance and operation of the Resort

Book 87391Page4329 CFN#20080448101

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To assign any or all of the above functions to a Management Firm (Manager).

10.

Officers:

(a) Elective Officers: The principal officers of the Association shall be aPresident, a Vice President, a Secretary and a Treasurer, at least one (1) of whom shall bemembers of the Board of Directors, and such other officers as the Board of Directors mayappoint from time to time, who need not be members of the Board. The first officersnamed shall serve until the first regular meeting of the Board and, at such meeting, theBoard of Directors shall elect said officers. The offices of Secretary and Treasurer may becombined one with the other, or either of them with the office of Vice President byresolution of the Board of Directors, While the Association is under the control of theDeveloper, the right of

veloper to select a majority of the Board of Directors inaccordance with Sec

8. of the Condominium Act shall prevail.

(b) rs of the Association designated in subparagraph (a)above shall be elected

Board of Directors at the organizational meeting ofeach new Board following

of the members,

^eBoard may appoint Assistant Secretaries andAssistant Treasurers and other

e Board of Directors deems necessary.

(d) Term: The officers

Minn shall hold office until their successorsare chosen and qualify in their stead. Any officer elected or appointed by the Board ofDirectors may be removed at any time, with or without cause, by the Board of Directors,provided however, that no officer shall be removed except by the affirmative vote forremoval by a majority of the whole Board of Directors (e.g., if the Board of Directors iscomposed of three (3) persons, two (2) of said Directors must vote for removal). If theoffice of any officer becomes vacant for any reason, the vacancy shall be filled by the Boardof Directors.

(e) President: The President shall be the chief executive officer of theAssociation and shall preside at all meetings of the Unit Owners and of the Board ofDirectors, The President shall have executive powers and general supervision over theaffairs of the Association and other officers, and shall sign all written contracts to performall of the duties incident to the office and that may be delegated to him from time to timeby the Board of Directors.

(f) Vice President: The Vice President shall perform all of the duties of thePresident in the President's absence and such other duties as may be required from timeto time by the Board of Directors.

Bylaws Page 8 of 18

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(g) Secretary: The Secretary shall issue notices of all meetings of the Board ofDirectors and all meetings of the Unit Owners, shallattend and keep minutes of same, andshall have charge of all of the Association's books, records and papers except those keptby the Treasurer. The Assistant Secretary shall perform the duties of the Secretary whenthe Secretary is absent.

(h) Treesurer: The duties of the Treasurer shall be as follows:

Have custody of the Association's funds and securities, except thelands pays e to- any Managornent Fitm. end shall "keep foil and accurate accoimts ofreceipts and disbursements in books belonging to the Association, and shall deposit allmonies and other valuable effects in the name of and to the credit of the Association, insuch depositories as may be designated from time to time by the Board of Directors. Thebooks shall reflect an account for each Unit as required by Section 718.111(7)(b) of theCondominium Act.

2.of Directors in acdisbursements, and reof the Board of Directors, oas Treasurer and of the fi

of the Association as may be ordered by the Boardese Bylaws, making proper vouchers for suchdent and Board of Directors at the regular meetings

may require it, an account of all transactionsf the Association.

4.

Give status reports to potential transferees on which the transfereesmay rely.

5. The duties of the Treasurer may be fulfilled by a Management Firmemployed by the Association. The Management Firm shall fulfill the duties of theTreasurer and shall have custody of those books of the Association that the Board ofDirectors may determine. The books may include any books required to be kept by theSecretary of the Association.

21. Finances, Assessments and Maintenance Fees:

(a) Depositories: The funds of the Association shall be deposited in suchbanks and depositories as may be determined by the Board of Directors from time to timeon resolutions approved by the Board of Directors, and shall be withdrawn only on checksand demands for money signed by such officer or officers of the Association as may bedesignated by the Board of Directors. Obligations of the Association shall be signed by atleast two (2) officers of the Association; provided, however, that the provisions of any

Bylaws Page 9 of 18

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Management Agreement between the Association and a Management Firm relative to thesubject shall supersede the provisions hereof.

(b) Fidelity Bonds: The Treasurer and all officers who are authorized to signchecks, and all officers and employees of the Association and any contractor handling orresponsible for Association funds, shall be bonded in the principal sum of not less than onehundred thousand ($100,000) dollars or as designated under F, S. Chapter 718 for each suchofficer or Director. The premiums on such bonds shall be paid by the Association. Thebonds shall be in an amount sufficient to equal the monies that the bonded individualshamlia al cantle: aia a sipatiTry' Or a bank account or other ir-1trey account

(c) FiscalYear: The fiscal year for the Association shall begin on the first dayof January of each year; however, the Board of Directors is expressly authorized to changeto a different fiscal year in accordance with the provisions and regulations from time totime prescribed by the f de tl emal Revenue Code when the Board of Directors deemsit advisable.

(1) Unless provided otherwise in thee Association shall fix and determine from time to

adequate for the Common Expenses of thedude expenses for the operation, maintenance,

ts, costs of carrying out the powers andexpenses relating thereto, including

fire insurance and extended co

other expenses designated as CommonExpenses from time to time by of the Association, or under theprovisions of the Declaration of Condominium to which these Bylaws are attached. TheBoard of Directors is specifically empowered on behalf of the Association to make andcollect Assessments and to lease, maintain, repair and replace the Common Elements of theCondominium. Funds for the payment of the Common Expenses shall be assessed againstthe Unit Owners in the proportions of percentages of sharing Common Expenses, asprovided in the Declaration. Regular Assessments shall be due and payable monthly onthe first (i) day of each month. Special Assessments, if required by the Board of Directors,shall be levied in the same manner as hereinabove provided for regular Assessments andshall be payable in the manner determined by the Board of Directors. The Board may alsoset the fees or charges for delinquencies or late payments.

(e) A copy of the proposed annual budget of Common Expenses shall be mailedto the Unit Owners not less than thirty (30) days prior to the meeting at which the budgetwill be considered together with a notice of that meeting. The Unit Owners shall be givenwritten notice of the time and place at which the meeting of the Board of Directors shall beheld to consider the proposed annual budget of Common Expenses and such meeting shallbe opened to all Unit Owners. If a budget is adopted by the Board of Directors thatrequires Assessment against the Unit Owners in any fiscal or calendar year exceeding

Bylaws Page 10 of 18

(d)Declaration, the Board otime the sum or sCondominium. Commonrepair or replacement ofduties of the Association,

6ook8739lPage4332 CFN#200604481 01

Page 75 of 101

fifteen percent (15%) of such Assessment for the preceding year, on written application offifty-one percent (51%) of the Unit Owners, a special meeting of the Unit Owners shall beheld on no less than seven (7) days written notice to each Unit Owner, but within seven (7)days of the delivery of such application to the Board of Directors or any member thereof,at which special meeting the Unit Owners may consider and enact a revision of the budgetIn either case, unless these Bylaws shall require a larger vote, the revision of the budgetshall require a vote of not less than a majority of the number of votes of all Unit Owners.The Board of Directors may in any event propose a budget to the Unit Owners at a meetingof members or by writing and, if such budget or proposed budget be approved by the UnitOwners at the meeting or by a majority of their whole number by a writing, such budgetshall not thereafter be re-examined by the Unit Owners in the manner hereinabove setforth. In determining whether Assessments exceed fifteen percent (15%) of similarAssessments for the prior year, the computation shall exclude any provision for reasonablereserves made by the Board of Directors for repair or replacement of the CondominiumProperty or for an 'p

pauses by the Condominium Association that are notanticipated to be incurr n

or annual basis. Also, the computation shall excludeAssessment for better

Property if these Bylaws so provide orallow the establishment

Assessments for betterments to be imposed by theBoard of Directors; how x,

as the Developer is in control of the Board ofDirectors, the Board shall n

any Assessment for a year greater than twentypercent (20%) of the prior

year's Assessment without approval of amajority of the Unit Owner

of Directors has determined the amount ofany Assessment, the Treasurer

Hon shall mail or present to each Unit Ownera statement of said Unit Own

Assessments shall be payable to theTreasurer of the Association an , to Treasurer shall give a receipt for eachpayment made. Any Owner may at any time, on payment of a reasonable fee asdetermined by the Board, obtain from the Treasurer Or Management Firm a statementreflecting the status of the Owner's account setting forth any unpaid Assessments, chargesor fees.

(f) Application of Paymepts and Coninthigling of Fwtds: All sums collectedby the Association from Assessments may be commingled in a single fund or divided intomore than one (1) fund as determined by the Board of Directors of the Association. AllAssessment payments by a Unit Owner shall be applied to interest, delinquencies, costsand attorneys' fees, other charges, expenses and advances as provided herein and in theDeclaration of Condominium and general or special Assessments, in such manner andamounts as the Board of Directors determines in its sole discretion.

(g) Acceleration of Assessment Installments Upon Default: If a Unit Owneris in default in the payment of an installment on any Assessment, the Board of Directorsmay accelerate the remaining monthly installments for the fiscal year on notice thereof tothe Unit Owner, and the unpaid balance of the Assessment or maintenance fee shall


Book87391Page4333 CFN#200604481Page 76 of 101

become due on the date stated in the notice, but not less than thirty (30) days after deliveryor the mailing of such notice to the Unit Owner.

(h) Audits: An audit of the accounts of the Association shall be madeannually. The audit shall be prepared by such accountant as the Board of Directorsdetermines. A copy of the report shall be available to members of the Association in theoffice of the Association and with the Treasurer of the Association. The report shall beavailable not later than four (4) months after the end of the year for which the report isntacle

(i) Arpp lication of Surplus: Any payments or receipts to the Association,whether from Unit Owners ox otherwise, paid during the year in excess of the operatingexpenses and other Common Expenses of the Association shall be kept by the Associationand applied against the Association's expenses for the following year.

(a) In the event of a v do dth than the nonpayment of an Assessment) bythe Unit Owner of the provisions n , these Bylaws or theapplicable portions of the Condominium Act, the Association by its Board of Directors maynotify the Unit Owner by written notice of said breach, transmitted by mail. If suchviolation continues for thirty (30) days from the date of the notice, the Association throughits Board of Directors shall have the right to treat such violation as an intentional andmaterial breach of the Declaration or the Bylaws, and the Association may have at itsoption the following elections:

1.

An action at law to recover for its damage on behalf of the Associationor the other Unit Owners;

2.

An action in equity to enforce performance on the part of the UnitOwner; or

3.

An action in equity for such equitable relief as may be necessary underthe circumstances, including injunctive relief.

(b) Any violations deemed by the Board of Directors to be a hazard to publichealth may be corrected immediately as an emergency matter by the Association and the


There shall be no

or alterations to the Common Elements of the

Condominium this Assocla

and maintains except as specifically provided forin said Condominium

Book8739/Page4334 CFN#20060448101

Page 77 of 101

cost shall be charged to the Unit Owner as a specific item, which shall be a lien against theOwner's Unit with the same force and effect as if the charge were a part of the CommonExpenses.

14. Liability of Members of the Board of Directors:

No member of the Board shall be liable to the Association or any of the members orOwners or any third party for harm, injury, loss or damage suffered because of any actiontaken or not taken by any Board member serving in good faith if the Board member:

1. Exercised and used the same degree of care and skill as a prudentperson would have exercised or used. under the circumstances in the conduct of one's ownaffairs; or

2.Too o d not take action in reliance on advice of counsel or onstatements or informs

Owners employees of the Association that the Board

member has reasonab

believe.

Notwithstanding

Gelation to maintain and repair parts of theCondominium Property,

not be liable for injury or damage caused bya latent condition in the property,

or damage caused by the elements orby other Owners or persons,

16.

Rules:

Robert's Rules of Order (latest edition) shall govern the conduct of the Association'smeetings when not in conflict with the Condominium Act, the Declaration ofCondominium or these Bylaws.

17,

Liens:

(a) Protection of Propetty: AU liens whether by the Association or thirdparties against a Condominium Unit, other than for mortgages, taxes or specialAssessments, shall be satisfied or otherwise removed within sixty (60) days of the date thelien attached. All taxes and special Assessments on a Condominium Unit shall be paidbefore becoming delinquent, as provided in these Condominium Documents or by law,whichever is sooner.

(b) Notice of Lien: A Unit Owner shall give notice to the Association ofevery lien on the Unit, other than for mortgages, taxes and special Assessments, withinfifteen (15) days after the attaching of the lien.


Book87391Page4335 CFN#20060448101

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(c) Notice of Suit: Unit Owners shall give notice to the Association of everysuit or other proceeding that will or may affect title to the Unit or any part of the property,such notice to be given within fifteen (15) days after the Unit Owner received notice.

(d) Failure toComply: Failure to comply with this paragraph concerning lienswill not affect the validity of any judicial sale.

18. Managers:

(a) The Manager or Management Firm shalt be appointed and/ or removed bythe Board or by the Owners. The Manager or any member of the Board or Associationhandling Association funds or having power to withdraw or spend such funds shall bebonded, and shall have maintained records of the financial affairs of the Condominium.Such records also shall detail all Assessments made by the Association and the status ofpayments of said

by all Owners. All records shall be available forexamination during no 1

s hours to any Owner or assigned representative. Allfunctions and duties h

ed for the Board may be performed by the Manager, orthe Chairperson if the Bo

decide not to have a Manager.

(b) The Manager g

s all operate and manage the Condominium for andon behalf of the Owners

powers and authority as the Board maydesignate. If there is no

resigns, is terminated or the contractexpires and a successor is not

d shall perform all the duties of the Manageruntil the Manager is replaced.

19. Amendments to Bylaws:

These Bylaws may be amended at any regular or special meeting of the Associationprovided that a copy of the proposed revision is included in the notice of such meeting.

(a) If the proposed amendment has been approved by the unanimous vote of theBoard of Directors, then the proposed amendment shall require only two thirds (2/3) voteof the total membership to be adopted (the holders in the aggregate of a one hundredpercent (100%) interest in the Condominium Common Elements).

(b) If the proposed amendment has not been approved by the unanimous voteof the Board of Directors, the proposed amendment must be approved by three fourths(3/4) of the total vote of the membership (the holders in the aggregate of a one hundredpercent (100%) interest in the Condominium Common Elements).

Bylaws Page 14 at 18

Book8739/Page4336 CFN#20060448 I 01

Page 79 of 101

20. The Declaration:

(a) The declarant and grantor have filed, along with these laws, a Declarationas referred to above. They shall govern the acts, powers, duties and responsibilities of theAssociation and, if these Bylaws and the above-described documents are in conflict, theDeclaration shall take final precedence.

(b) The definition of terms set forth in the Declaration shall be applicablethroughout these Bylaws and their interpretation.

21.

Parking:

The Manager (or Board) may designate or assign specific parking spaces for eachUnit and mark them for such use. Reasonable rules for enforcement of such assignment

or fines for violation by other Owners that shallas defined in the Declaration or may include the

at the expense of the owner of such vehicle.

may be imposed induct'become an individualtowing away of unau

(a) The Board aadopted administrativemaintenance, managemenany facilities or services madregulations as herein providedbe furnished to each Unit Owner.

e may adopt or amend previouslygoverning the details of the operation, use,

is of the Condominium andA copy of the rules and

a conspicuous place and/or copies shall

(b) The Board of Directors may from time to time adopt or amend previouadopted rules and regulations governing and restricting the use and maintenance of theCondominium Units provided, however, that copies of such rules and regulations, priorto the time the same become effective, shall be posted in a conspicuous place and/ or copiesof the same shall be furnished to each Unit Owner.

Notice of Default to Mortgagee:

A first mortgagee, on request, shall be entitled to written notification from theAssociation of any default in the performance by the individual Unit borrower of anyobligation under the Condominium Documents that is not cured within thirty (30) days.

24. Due Process by the Association:

If an action is taken by the Association against any individual Unit Owner to enforcean Assessment or any part of the Bylaws or Declaration or any rule or regulation properly


Book8739/Page4337 CFN#20060448101

Page 80 of 101

adopted by the Association, said Owner shall first be afforded the protections of dueprocess, which includes, but is not limited to, the following:

1 Adequate notice of any default with a contingent right to cure the default.

2. An oppo

d against any allegations of default.

3. An opportunity to cross examine witnesses.

4.tribunal.

An oppo

'ire a formal hearing before art impartial forum or

5.presented.

Findings of fact by the formal tribunal in accordance with the evidence

(c) F1ection of Remedies: AU rights, remedies and privileges granted to theAssociation or an Owner pursuant to any terms, provisions, covenants or conditions of theCondominium Documents shall be deemed cumulative and the exercise of any one or moreshall not be deemed to constitute an election of remedies, nor shall it preclude the partythus exercising the same from exercising such other and additional rights, remedies orprivileges as may be granted to such other party by the Condominium Documents, or atlaw or in equity,

(d) Surplus: Any surplus of common expense payment by Owners over theactual expenses (including the reserve for contingencies and replacements) during a fiscalyear of the Association shall be applied towards Common Expenses for the following yearor shall be applied in any other manner which shall benefit the Association and which, onthe basis of Federal Income Tax Law, regulations and interpretations, in the sole discretionof the Board, is most likely to avoid taxation of such surplus, provided that suchapplication is consistent with the proportional interest of all the Owners, and is notprecluded by the terms of the Condominium Act, as amended from time to time.


.y proceeding due to an alleged default by anrecover proceedings and

ed by the Court.

(b)enforce any right, prCondominium Documents,Owner to enforce such right,

of the Association or of an Owner toon that may be granted by the

a waiver of the right of the Association oror condition in the future.

Book8739/Page4338 CFN#20060448101

Page 81 of 101

(e) Trap sfer of Units: AIt Owners of Units shall notify the Association of anytransfer by sale or otherwise of said Units within three (3) days of the date of transfer

pursuant to Article XIV of the Declaration of Condominium of Worldquest Resort. Thenotice shall include information and be in a form that the Association may send to theperson shown in its records as Owner of the Unit. The notice shall be binding as to anyother Owner of the Units when the Association has not been notified as provided herein.

(f) N All Owners shall give notice to the Association of everye f Suit:suit, lien, or other proceeding that will or may affect title to the Unit, finch notice-to-be-given within fifteen (15) days after the Owner receives notice thereof. Any lien against anOwner or against the Unit owned shall be limited to the Unit owned by that Owner andshall not encumber the property, real or personal, of any other Owner of Units in theCondominium.

All internal disputes ' of the Condominium between andamong Unit Owners, the Association, their agents and assigns, may be resolved byreference to voluntary, non-binding arbitration, pursuant to Section 718.112(2)(k), FloridaStatutes and the rules and, regulations promulgated by the Division of Florida Land Sales,Condominiums and Mobile Homes of the State of Florida.

27.

Certificate of Compliance:

The Board of Directors may accept as evidence of compliance that the condominiumunits comply with applicable fire and safety code, a certificate of such compliance from alicensed electrical contractor or electrician.

28.

Incorporation of Section 718.112, Florida Statutes:

The provisions of Section 718.112, Florida Statutes, are hereby included by referencein these Bylaws.

Bylaws Page 17 of IS

of any part of these Bylaws shall not impair orability or effect of the balance hereof.

(h)to effectuate the purpose oa time-share ownership r

e provisions the Bylaws shall be liberally construedplan the development and operation of

Book8739/Page4339 CFN#20060448101

Page 82 of 101

IN WITNESS WHEREOF, the undersigned hereby certifies that the above Bylawsfor WorldQuest Resort Condominium Association, Inc, a Florida nonprofit corporation,have been duly adopted by the Board of Directors of the Corporation on June 2, 2006.

WORLDQUEST RESORTCON MINIUlvl ASSOCIA l^N, INC.,Ca Flo

t-for-profi or a on

STATE OF FLORIDA

The foregoing

acknowledged before me this day of June,2006, by Larry

Vice President of WORLDQUEST RESORTCONDOMINIUM

C., a Florida not-for-profit corporation, who is [personally known to me or

mduced CartJets it as identification.

Commission expires:


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•

•

•

Book8739/Page4341 CFN#20060448101

Page 84 of 101

•

•

•

CONDOMINIUM MULES AND REGULATIONS

FOR

WORLDQUEST RESORT,A CONDOMINIUM

Each Owner at WorldQuest Resort, A Condominium shall be governed by and shall complywith the terms of the Condominium Documents and these Condominium Rules and Regulationsadopted pursuant to theCondominium Documents. All terms used inthese Condominium RulesandRegulations shall have the same meaning as the identical terms used in the Declaration ofCondominium for WorldQuest Resort, A Condominium. Failure of an Owner to comply with theprovisions of the Condominium Documents and these Condominium Rules and Regulations shallentitle the Association or other Owners to pursue any and all legal and equitable remedies for theenforcement of such provi 'ncluding, without limitation, an action for damages, an action forinjunctive relief or an ac o or„s,^ laratory judgment.

1.

Personal u

: c'Tt a Units shall be occupied only as vacation accommodations.Units may not be used as a ma

sidence. There are no government provided educationalservices in the area where tin _ _ ^d•

um is situated. Use of all Units and the facilities of theCondominium by Unit Owners

ely to the personal residential use of Unit Owners, theirguests, invitees, and lessees

I uses by corporations and other entities owning suchUnits. Use of Units or the faci

ominium by Unit Owners for commercial purposesor any purposes other than the personal

cribed in this Declaration is expressly prohibited."Commercial purpose" includes u - by -

ner that the Board of Directors, in its discretion,could reasonably conclude constitu • ^E^ ercial enterprise or practice; provided, however, that"commercial purpose" does not include rental of the Unit to a transient guest or residential tenant.Furthermore, the operation of portions or all of the Condominium Property as a hotel in accordancewith Chapter 509, Florida Statutes, does not constitute a "commercial purpose." The restrictions ofthis section do not apply to the Developer.

2. Common Elements and Limited Common Elements. The Common Elements andLimited Common Elements shall be used only for the purposes for which they are intended as setforth in the Declaration.

3. Nuisances. No nuisance shall be allowed upon the Condominium Property norwithin a Unit, nor any use or practice that is the source of annoyance to Owners or which interfereswith the peaceful possession and proper use of the property by the Owners. All parts of theCondominium shall be kept in a clean and sanitary condition, and no rubbish, refuse or garbage shallbe allowed to accumulate or any fire hazard allowed to exist. No Owner shall permit any use of aUnit or make any use of the Common Elements that will increase the cost of insurance upon theCondominium Property beyond the cost generally charged for intended use.

Condominium Rules And Regulations 1 of 6

Book8739/Page4342 CFN#20060448101

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4. ).,awful Use. No immoral, improper, offensive or unlawful use shall be made of theCondominium Property, or any Unit therein, and all valid laws, zoning ordinances and regulationsof all governmental bodies having jurisdiction shall be observed. The responsibility of meeting therequirements of governmental bodies for maintenance, modification or repair of the CondominiumProperty, or any Unit therein, shall be the same as the responsibility for the maintenance and repairof the property concerned.

5 Signs. No "For Sale" or "For rent" signs or other displays or advertising shall bemaintained on any part of the Common Elements, Limited Common Elements or Units, except thatthe right is specifically reserved in WRP, to place and maintain "For Sale" and "For Rent" signs forso ion; as h :..ay have Units to sell or lease in this

t-miniu m, andexcept as permitted bytheboard of directors of the Association (the "Board") from time to time.

6.

Prohibited Vehicles. No trucks, motorcycles, trailers or commercial vehicles(excluding those vehicles owned by WRP or the Management Firm) shall be parked in any parkingspace, except such tempora king spaces provided for the purpose as may be necessary toeffectuate deliveries to the ' . • o f 'um, the Association or the Owners. Bicycles and motorcyclesshall not be stored on the + do • ium Property, except in such areas designated for this purposeor except as permitted by

7.

Pets. No occupZ ' ` .ss of the number of joint owners or occupants) of a Unitshall keep more than one (I) pet

or within the Common Elements, and no pet's weightshall exceed twenty-five poufs

pets are limited solely to dogs, cats, (or one otherhousehold pet as defined and

s ed by the Board of Directors) and fish and certainbirds, provided said pet is kept, transpo ed :

ked (where appropriate) in accordance with theCondominium Documents. No pet' ay •

ed or maintained for any commercial purposeand no wildlife may be kept, bred or

wrt m a Unit or within the Condominium Property.No tenant or other non-owner may keep any pets at all within the Unit.

8. JixteriorAppearance. No Owner shall decorate or alter any part of a Unit so as toaffect the appearance of a Unit from the exterior. Such decoration or alteration shall includepainting or illumination of the exterior of a Unit, display of plants or other objects upon balconiesor railings or exterior window sills or ledges, reflective film or other window treatments, draperies,window shades, screen doors and lights. The Association shall have the sole discretion, which maybe based on aesthetic principals only, to determine compliance with this provision. However,pursuant to Section 718.113(4), Florida Statutes, any unit owner may display one portable,removable United States flag in a respectful way and on Armed Forces Day, Memorial Day, FlagDay, Independence Day, and Veterans Day may display in a respectful way portable, removableofficial flags, not larger than 4 ill feet by 6 feet, that represent the United States Army, Navy AirForce, Marine Corps., or Coast Guard, regardless of any declaration rules or requirements dealingwith flags.

9.

Antennas, No antennas or satellite transmission receivers of any type designed toserve a Unit shall be allowed on the Common Elements or Limited Common Elements, except as


Book8739/Page4343 CFN#20060448101

Page 86 of 101

•

provided by the Association to serve as a master antenna for the benefit and use of theCondominium. No electrical or other equipment may be operated on the Condominium Propertywhich interferes with television signal reception, except as permitted by the Association.

10. Noise, Should noise transmission create a disturbance or a nuisance, theresponsibility is with the Owner to abate the noise transmission and not with the Association. Inorder to ensure the comfort of all Owners and authorized users, radio, stereo and television sets, andany and all other such audio equipment generating noise should be turned down to a minimumvolume so as not to disturb other persons between the hours of 11:00 p.m. and 8:00 a.m. All otherunnecessary noises between these hours should be avoided.

11. Obstructions. Sidewalks, entrances, driveways, passages, patios, courts,vestibules, stairways, corridors, halls and/or all other areas intended for common use must be keptopen and shall not be obstructed in any manner. Rugs or mats, except those either permitted orplaced by the Association, must not be placed outside of doors or in corridors, No sign, notice oradvertisement shall be inscr • • or exposed on or at any window of a Unit or any part of theCondominium Property, e c ^.

as shall have been approved in writing by the Board or as ispermitted to WRP pursua t to ° Condominium Rules and Regulations or the CondominiumDocuments; nor shall any • . .r i • 'ected out of any window in the Condominium Propertywithout similar approval. All • ersona $ roperty of Owners shall be stored within the Unit.

12. Children. Childr

(

ee r o only in areas either designated or clearly intendedfor play, and they are not to pl in • rc :1 on stairways, or other common areas which wouldcause an obstruction. Reasonab : u. ' r+ •t; parents or guardians must be exercised at all timeswhen children are playing on the Cony omin^'roperty.

13. Balconies. Plants, p .. •= . i es, and other movable objects must not be kept,placed or maintained on ledges or balconies except as permitted by the Board. No objects shall behung from balconies or window sills. No cloth, clothing, rugs or mops shall be hung up or shakenfrom windows, doors or balconies. No cooking shall be permitted on any balcony of a Unit.Owners shall not allow anything to be thrown or to fall from windows, doors, balconies or theinterior of the building from hall doors.

14. Hallwkvs. Bicycles, garbage cans, laundry, dry cleaning, supplies or other articlesshall not be placed in the halls or on staircase landings. No Owner shall allow doors to the corridorto remain open for any purpose other than for immediate ingress and egress.

15. Entry for Emergencies. In case of emergency originating in or threatening anyUnit, regardless of whether or not the Owner is present at the time of such emergency, the Board,the Management Firm or any other person authorized by them, shall have the right to enter such Unitfor the purpose of remedying or abating the cause of such emergency, and such right of entry shallbe immediate. To facilitate entry into Units in the event of any such emergency, the Association orits designee shall be allowed to retain a key for each Unit.


•

Book8739/Page4344 CFN#20060448101

Page 87 of 101

16. Plumbing . Plumbing shall not be used for any other purpose than those for whichit was constructed, and no sweepings, rubbish, rags or other foreign substances shall be depositedinto the plumbing.

17. oof. Owners are not permitted on the roof of any building within theCondominium Property for any purpose without the express written approval of the Board orManagement Firm.

18, Solicitation. There shall be no solicitation by any person anywhere on theCondominium Property for any cause, charity or purpose whatsoever, unless specifically authorizedin ,vr iting by the Board or the Manager,ern Fi , ex cept a- s el ieitation by WRP in marketing Un itsor related products.

19.E

ajkjLg . No vehicle belonging to any Owner or to a member of the family of anOwner, or lessee, guest or invitee of an Owner, shall be parked in any unauthorized area or in suchmanner as to impede or prevent-mess another authorized user's parking space or any fire lanes.The Association or Maria

has the right to limit the number of vehicles permitted to beparked on the Condorniniu

in connection with occupancy of a Unit. No repair of vehiclesshall be made within the C

Property. No Owner shall store or leave boats, trailers,mobile homes, recreational ve i es

the like on the Condominium Property, except in areas, ifany, designated for same; pr

ever, that boats, trailers, mobile homes, recreationalvehicles and the like may be

ondorninium Property if the vehicle is less than thewidth of the interior of the tin

'dual parking space and does not exceed 24 feet inlength. If the vehicle is wider

interior lines of one (1) individual parking spaceor if the vehicle exceeds twenty-four (2 fee

ngth, then such vehicle may not be parked on the'orCondominium Property without the

of the Association or Management Finn. Notrucks or buses may be parked anywh on o nium Property, except for those of WRP or theManagement Firm, if any. Parking spaces are not assigned as appurtenances to particular Units.As such, each space may be used by any Owner, family member, lessee, guest or invitee on a spaceavailable basis. Owners may not park vehicles in spaces designated for handicapped persons, unlessthey possess a proper permit for parking in such spaces, and the Association or Management Firmshall have the right to notify local authorities of any such violations. The Association orManagement Firm has the right to reclaim any previously issued parking space in order to complywith the Americans with Disabilities Act or any other city, state, or federal governmentalregulations. All vehicles shall be parked within the painted lines of one individual parking spaceand in no event shall a vehicle exceed, in width, the interior of the painted lines of one individualspace. The Owners, their employees, servants, agents, visitors, licensees and the Owner's familywill obey all posted parking regulations. Vehicles parked in any unauthorized area or impedinganother Owner's or authorized user's parking space or any fire lanes are subject to being towedaway at the Owner's or authorized user's sole expense.


Book8739/Page4345 CFN#20060448101

Page 88 of 101

20. JLsc of Swimming Pools Mirlgogls. and/or Other Fggigs, THERE ARE NOSWIMMING POOLS, WHIRLPOOLS OR OTHER SIMILAR TYPE FACILITIES AT THEWORLDQUE8?RESORT, A CONDOMINIUM. There will be no swimming or fishing allowedin any lakes, retention ponds and/or lagoons.

21. Storage of Dangerous Items. No inflammable, combustible, or explosive fluid,chemical or substance, shall Inc kept in any Unit, Common Element or Limited Common Elementexcept as are required for normal household use.

22. Employees/Agents Control and EpU of Units for Maintenance. Employeesand/or agents of the Association or Management Firm, and employees and/or agents of WRPS on-going sales program, shall not be sent off the Condominium Property by any Owner or authorizeduser at any time for any purpose. No Owner or authorized user shall direct, supervise or in anymanner attempt to assert any control over the employees of the Association or Management Firm.Violations of these Condominium Rules and Regulations, or other matters of concern, should bebrought to the

attentionof tha-Management Firm, as long as a Property Management Agreement

remains in effect, and the

0 or'

the Board for proper resolution. Employees or agents of theManagement Firm, as Ion al orty Management Agreement remains in effect, and thereafter,of the Board, shall be permnQie 'Enits for maintenance and repairs during reasonable hours.

23.

Complaints.

egarding the operation of the Condominium shall bemade in writing first to the Manavirm, as long ooa Property Management Agreementremains in effect, and therea

`24. Payment of Maintenance ARK. Special Charges and Finta, Payment of

maintenance fees, special charges, T14 fin AaEIINrnadeattheofficeof the Management Firm orat such other location as designate anagement Firm from time to time, as long as aProperty Management Agreement remains in effect, and thereafter, to the Board. Payments madein the form of checks shall be made to the order of such party as the Management Firm, as long asthe Property Management Agreement remains 6ueffect, amd thereafter, as the Board shall designate.

25.

Weapons,. No explosives, firearms, or weapons of any kind shall be permitted inany Unit or anywhere on the Condominium Property without the approval of the Board.

26, No Private )Yater . No boats, jet-skis, wowonooners or watercraft of any kindshall be used, Wared or brought onto the Condominium Property by any Owner, lessee, guest,exchanger or invitee except in such areas and under such conditions as may be determined by theBoard from time to time.

27. Security. Owners shall at all times lock and secure their unattended motor vehiclesparked or located upon the Condominium Property, and they shall not leave any valuables in plainsight within or upon such vehicles. During their occupancy, Owners shall at all times lock andsecure all doors, windows, balconies or other points of possible entry with respect to theiraccommodations (except when any such point of entry is in use by Owners or their lessees, guests


Book8739/Page4346 CFN#200604481 01

Page 89 of 101

or invitees). Neither the Association nor the Management Firm shall be responsible for thesafekeeping or protection of personal property brought onto the Condominium Property.

28. Each Owner shall bear in their entirety any expenses for repairs or replacements tothe Condominium Property occasioned by the specific use or abuse of such Owner or any lessee,guest, tenant, or invitee of said Owner.


6ook8739/Page4347 CFN#20060448101

Page 90 of 101

Book8739/Page4348 CFN#20060448101

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MANAGEMENT AGREEMENTBETWEEN

WORLDQUEST RESORT RENTAL MANAGEMENT, LLCAND

WORLDQUEST RESORT CONDOMINIUM ASSOCIATION, INC.

THIS AGREEMENT, made and entered into as of lime j, 2006, by and betweenWORLDQUEST RESORT CONDOMINIUM ASSOCIATION, INC (the "Association") andWORL R3ORT RENT.6.L MAT'TCE.4ENT, LLC, a Florida hunted liabilitycompany (the "Management Firm"), hereinafter called "Manager".

WITNESSETIE

1.

Appointment.

ciation hereby

get, and theManager hereby accepts

o

t, on the terms and conditions hereinafterprovided, as exclusive

Association and the property andimprovements associated e

e County at 8849 WorldquestBoulevard, Orlando, Florida

2. Relationshipto Board Directors. The Manager fully understands thatthe function of the Association is the operation and management of the Property and theManager agrees, notwithstanding the authority given to the Manager in this Agreement,to confer fully and freely with the Board of Directors of the Association in the performanceof its duties as herein setforth and to attend membership or Directors' meetings at any timeor times as requested by the Board of Directors on behalf of the members of the Association(the "Owners"). It being understood between the parties that the Board of Directors forboth Management and the Association are and may continue to be appointees of thecondominium developer and to that extent are not to be held liable for their actions basedon this fact.

3.

Personnel. The Manager will assign such executive officers as necessaryto supervise the efficient discharge of the duties of the Manager.

Management Agreement Page 1 of 10

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ARTICLE 11DUTIES OF MANAGER

The Manager will render services and perform duties as follows:

Hire, supervise, discharge and discipline all employees of theQUUtj.Association as it may determine to be necessary, including the Resort Manager, assistantsthereto, maintenance personnel, recreation personnel and all other personnel, all of whomwill be employees of, and paid by, the Association.

2. Subcontractors. Hire, supervise and discharge all subcontractors of theAssociation, including professional consmmaots omthe fields of legal, accounting, insurance,engineering and archiLecture, all of whom will be paid by the Association.

moving or outW

ordinate the plans of Owners forMoving intoof the Property, with a

such movements so that there shall be a4.

vie^WAI schedulingminimum of inconvenience

5.

Seryicc of Con

tainbusinesslike relations with Owners and

receive, consider and record

mplainis W a systematic fashion in order totrack and demonstrate the actin' en

r Wect to each; and report serious complaintsto the Board of Directors with a grmmendations.

6. Collection. Request, demand, collect and deposit on behalf of theAssociation all dues and assessments due from Owners, as well as any charges or otherreceivables which may tit any time be due to the Association by way of legal process ormthmrn/ime.

7.Maintenance.

Cause the buildings, appurtenances and grounds of theProperty to be maintained according to schedules established annually by the Board ofDirectors at the time the cities are set including, but not limited to, furniture repair andreplacement, cleaning, painting, decorating, plumbing and carpentry, together with othernormal maintenance and repair work as may be necessary in the opinion of the Manager,

8. Compliance withOfficial Orders. Take such action as may be necessary tocomply promptly with any and all orders or requirements affecting the Property placedthereon by any Federal, 5 ta te, County or municipal authority having jurisdiction thereoverin connection with repairs and alterations; provided, however, that the Manager will nottake any action under this paragraph 11-8 so long as the Association is contesting or has

Management Agreement Page 2 of 10"

3.

1Quhnne1w6-qqtase and provide sufficient equipment to properlyuse of the Association.

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S

affirmed its intention to contest any such order or requirement (The Manager willpromptly notify the Board of Directors in writing of all such notices, orders andrequirements.)

9. Contracts, Subject to approval by the Board of Directors, make contractsfor water, electricity, gas, fuel, oil, telephone, television and other necessary utility services,as well as maintenance services as the Manager may deem advisable, and procure suchequipment, tools, appliances, materials and supplies as are necessary to properly maintainthe Property.

10. 11151113111M. Cause to be placed or kept in force all insurance covering theProperty in order to protect the Association and the Owners as their respective interestsappear to the extent required by the Bylaws of the Association or by the Declarationcovering the Property; and promptly investigate and make a full written report as to allincidents or claims re

the management, operation, maintenance, damage ordestruction of the Prop

g the estimated cost of repair.

vasanctioned by the Board of Directors; provided, however, that the Manager may incur orcommit to expenditures in excess of the amounts allocated to the various classifications inthe budget with the prior consent of the Board of Directors or, if necessary, because of anemergency or lack of sufficient time to obtain such prior consent, without such priorconsent provided such action is brought promptly to the attention of the Board of Directorsin writing.

12. ,l or :--Acting in conjunction with an accountant appointed by theBoard of Directors, prepare for execution and filing by the Association all farms, reportsand returns required by law in connection with unemployment insurance, workers'compensation insurance, disability benefits, social security and other taxes now in effector hereafter imposed-r-elit-iln--g to the employment of personnel.

13. Reports. Maintain on the Property a comprehensive system of officerecords, books and accounts in accordance with the Bylaws of the Association, whichrecords shall be made available at all reasonable hours for examination by the Board ofDirectors or its agents, by the Owners or their agents and by the Division of Florida Land


11. BudgetProperty setting forthfor the new fiscal year takthe proposed budget for a(45) days prior to the becopies of the budget as a sixthe new fiscal year and provioperate under the budget wi

year. (a) prepare an operating budget for theof all anticipated receipts and expenditures

the general condition of the Property, (b) submitthe Board of Directors at least forty-five

(c) following its adoption, makeule of dues to be assessed for

Owner, and (d) thereafteres therefrom, except as may be

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M

Sales, Condominiums and Mobile Homes of the Department of Business Regulation of theState of Florida.

14. Custody of Funds. In a bank chosen by the Board of Directors and in amanner to indicate the custodial nature thereof, maintain a separate bank account as agentof the Association for the deposit of the Association's funds and draw thereon in order todischarge liabilities and obligations of the Association incurred pursuant to thisAgreement, including the payment of the Manager's fee.

Arrange fin ea ieiriua ino

dent audit of 3tl book

and financial records of the Resort Condominium Plan by a certified public accountant inaccordance with generally accepted auditing standards as defined by the rules of the Boardof Accountancy of the Department of Professional Regulation and provide a copy of thesame to each officer and director of the Association.

18. Legal Agent.

of the Association to pursue collection ofassessments, to file liens and other

connection therewith, and to otherwisecause litigation to be brought on

alf of the Association.

19. 5tandarda. At all times during the term of this Agreement, operate andmaintain the Property according to the standards set by the Board of Directors consistentwith the best interests of the Owners and by federal, state and municipal statutes,ordinances, rules and regulations.

20. Management Services.

A. The parties understand and agree that the Management Firmshall provide only executive supervisory services and that all labor, servicesand materials which are provided for in the condominium project will be atthe expense of the Association including, without limitation: utilities (water,electric, etc.), legal, auditing and accounting services; insurance premiums;garbage collection services; salaries for management and secretarial services;reserve for repair and replacement; lawn maintenance; exterior buildingmaintenance; interior building plant maintenance (excluding the interior ofeach individual unit); exterminating in the common areas, halls, hallways,closets, etc.; sewage maintenance; lawn materials; equipment and supplies;

'anagement Agreement Page 4 of 10

ovide to the Division of Florida Land Sales,list of the names and addresses of all Unit Owners.

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and janitorial materials. The cost of such service shall be set forth elsewherein this document.

B.

At the beginning of the Association's fiscal year, each year, theAssociation shall direct the Management Firm, in writing, as to:

(1) the specific services, obligations and/ orresponsibilities to be performed by the Management Finn;

(2) tie specific sum of money allocated andbudgeted for each such service, obligation and/orresponsibility to be performed by the Management Firm; and

the time schedule on which each specific service,ility is to be performed and thee is to be performed by the

C. In theobligations and/ or ror in the event theand/or responsibffithe Association shall beand/ or responsibility soany fees or charges paidprocured from the Management Firm; provided, however, that said fees havetherefore been paid to the Management Finn for said service, obligationand/or responsibility which was not performed in accordance with theschedule adopted by the Association.

D, At the beginning of the Association's fiscal year, each year, theAssociation shall also be responsible for directing the Management Firm asto the minimum number of personnel which are to be employed by theManagement Firm.

ARTICLE IIIDUTIES OF ASSOCIATION

The Association will have the following responsibilities:

1.

Assessments.

To levy assessments upon the Owners in an amountsufficient to provide the funds necessary to pay all amounts required for the proper


entFirm fails to provide the services,performed by the Management Firm,ils to provide said service, obligation

der paragraph B(3) above, thene such service, obligation

other party or parties and to collectbligation and/ or responsibility so

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maintenance of the Property and to prepare the annualbudget of the Association includingnecessary reserve accounts.

2. Noon-interference. Not to interfere with or permit or cause any of its officers,directors or Owners to interfere with the Manager in the performance of its duties orexercise of its powers hereunder, and to assist the Manager in collecting assessments andcharges.

Compliance with Law.

To cause the Association to be in full compliancewith fie der4 to and municipal statutes, ordinances, rules and regulations,with the Declaration governing the Property and with the Articles of Incorporation andBylaws of the Association.

All acts perfin its capacity as agentthereunder shall be for thepayments to be made by thein the account of the AssociaManager will not be obitAssociation or to pay anythe Manager be obligatedAssociation without assuranceprovided.

er under the provisions of this Agreement will beand all obligations or expenses incurred

expense of the Association. Anyereunder will be made out of the sums available

y be provided by the Board of Directors. Theany advance to, or for the account of, the

cis held or provided as aforesaid, nor willor obligation for the account of the

ds for the discharge thereof will be

ARTICLE'MANAGER'S COMPENSATION

The Manager will be compensated in an amount equal to eight percent (8%) of theannual budget of the Association, exclusive of the Manager's fee but including the annualreserves established for capital improvements and replacements. Such compensation willbe paid in the amount computed in accordance with the budget.

ARTICLEVITERM

The term of this Agreement shall commence as of the date hereof and shall remainin effect for the period of three (3) years. Upon the expiration of said initial three (3) yearperiod and at three (3) year intervals thereafter, this Agreement shall be automatically


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renewed for successive three (3) year periods until terminated upon written notice asfollows;

1. Termination by the Association. The Association may terminate thisAgreement (a) as of any renewal date if the Owners vote to discharge the Manager in avote conducted by the Board of Directors in which at least seventy-five percent (75%) of theOwners voting, which shall be at least fifty-one percent (51%) of all votes allocated toOwners, vote in favor of such discharge; or (b) if a petition in bankruptcy is filed againstthe Manager and is undismissed after sixty (60) days; or (c) if the Manager shall commitairy s

:h shall defraud the Owners, miaarprOpTiate any funds to which it has beenentrusted or commit any breach of its fiduciary responsibilities to the Owners; or (d)pursuant to the applicable provisions of Chapters 718, 719 or 721 of the Florida Statutes,or their successors or any other federal or state statute.

2.Agreement: (a) unotice if it hasrequired under this Agremajority in interest of allounits have not objectedagent, and the Manager hasrecords to such successoracknowledged the receipt anof the Owners interfere wibecomes in breach of this Agresixty (60) days after the Association's receipt of the Manager's written notice thereof;provided, however, that in such event the Manager may, at its option, exercise any otherrights and remedies it may have hereunder or in law or in equity including an action forspecific performance of this Agreement and for damages, including attorneys' fees and lostprofits arising out of such interference or breach, with such rights and remedies beingcumulative and non-exclusive as to each other,

3. TermirjationObligations. Upon termination of this Agreement, the partieshereto will account to each other with respect to all matters outstanding as of the date oftermination. The Manager will turn over to the Association all books, records, funds andother assets of the Association, and the Association will furnish the Manager with securityreasonably satisfactory to the Manager against any outstanding obligations or liabilitieswhich the Manager may have incurred hereunder on behalf of the Association.

ARTICLE VIIGENERAL


The Manager may terminate thisadvance notice; or (b) upon sixty (60) days advancet of a management firm to provide the services

the approval of the Board of Directors and aore than one-half (1/2) of all the Condominium

t of such successor managingver the account and all books and

successor managing agent has; or (c) in the event the Association or any

of the Manager's duties hereunder orerence or breach is not cured within

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1. Relationship to Developer. The parties hereto recognize that theManagement Firm is wholly owned by WorldQuest Resort Partners, L.L.C., the Developerof the Property.

2. Assignment. The Manager will have the right to assign this Agreement toanother management firm provided that the assignee agrees, in writing, to perform all ofthe Manager's obligations hereunder. The Manager may subcontract all or a portion of itsduties and powers under this Agreement This Agreement will inure to the benefit of andconstitute a binding obligation upon the parties hereto, their respective successors andassigns.

3. Liability. The Manager shall not be liable to the Association or theOwners for any loss or damage not caused by the Manager's own gross negligence orwillfulmisc onduct, and the Association and the Owners will and do hereby indemnify andsave harmless the Mann

any and all liability for damages, costs and expensesarising from injury to

property in, about or in connection with the Property,unless such injury

the Manager's own gross negligence or willfulmisconduct.

4. Interpretation.

greement will be construed under the laws of theState of Florida. This Agreenr n

tee the entire agreement between the partieshereto and no modification

'd unless made in writing and executed byboth parties hereto. No wai

h of this Agreement will be construed torepresent a waiver of any subsegaagztt

reof.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of thedate

above written.

Print Name


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STATE OF FLORIDA

)COUNTY OF ORANGE )

I. gasBEFORE ME,lRe Unite/sign% authority, personally appearedy W. Williams,

as Vice President of WORLDQUEST RESORT CONDOMINIUM A*%- I.elATION, INC.,a Florida not-for-profit corporation, who is [ ) personally known to me or [Xi who hasproduced Fleet&Ot-tse,acL reeal as identification, and who executed theforegoing Agreement in behalf of the WORLDQUEST RESORT CONDOMINIUMASSOCIATION, INC., and he acknowledged before me that he executed such instrumentas such officer of said Association and that the Seat affixed thereto is the Corporate Seal ofsaid Association, and that same was affixed to said instrtnnent by due and regularcorporate authority and that said instrument is the free act and deed of said Association.

Print Name: S4el../v4ht4e.)

Commission No.:

Co

lass b,BEFORE ME,+te undersigned authority, personally appeared Larry W. Williams,

as Manager of WORLDQUEST RESORT RENTAL MANAGEMENT, LLC, a Florida limitedliability company, who is [

personally known to me or [ KJ who has producedrjeiia. cirtirers.Ltcfalse as identification, and who executed the foregoing

Agreement on behalf of the company, in his capacity as nhnaejer-

Print Name:

NOTARY PUBLIC, STATE OF FLORIDA

Commission No.:

Commission Expires:

SAP*

10L MANMY CO, . ..1M a 00 mom0

.•)

e.:f.ivh 24, 2007rt ''multAmaa.


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INSIR 23060448101 MARTHA O. HAYNIE, COMPTROLLER …A. "Articles" or "Articles of Incorporation"...

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Transcript of INSIR 23060448101 MARTHA O. HAYNIE, COMPTROLLER …A. "Articles" or "Articles of Incorporation"...