CFN # 103724333, OR BK 36896 Page 915, Page 1 of 10, Recorded 02/11/2004 at12:17 PM, Broward County Commission, Deputy Clerk 1922

This instrument was prepared by:ROBERT RUBINSTEIN, Esquire,BECKER & POLIAKOFF, PA3111 Stirling RoadFort Lauderdale, Fl 33312

CERTtFICATE OF RECORDING OFJOINT VENTURE AGREEMENT

FORHAWAIIAN GARDENS PHASE E/GHT ASSOCIATION

WHEREAS, THISTLE GARDENS CONDOMINIUM, INe. (hereinafter Thistle), isthe not-for-profit Florida corporation operating and managing Thist!e GardensCondominium, according to the Declaration of Condominium thereof, as recorded inOfficia! Records Book 5692 at Page 747 of the Public Records of Broward County,Florida; and .

WHEREAS, UMBRA GARDENS CONDOMINIUM, INC. (hereinatter Urnbra), is thenot-for-profit Florida corporation operating .and managing Umbra GardensCondominium, according to the Declaration of Condominium thereof, as recorded inOfficiai Records Book 5751 at Page 417 of the Public Records of 8roward County,Florida; and

WHEREAS, VINE GARDENS CONDOMINIUM, INC. (hersinafter Vine), is the not-for-profit Florida corporation operating and managing Vine Gardens Condominium,according to the Declaration of Condominium thereof, as recorded in Officiai RecordsBook 5810 at Page 479 of the Public Records of Sroward County, Florida; and

WHEREAS, WALNUT GARDENS CONDOMINIUM, INC. (hereinafter Walnul), isthe not-for-profit Florida corporation operating and managing Walnu! GardensCondominium, according to the Declaration of Condominium \hereof, as recorded inOfficiai Records Book 5854 at Page 1 of the Public Records of Broward County, Florida;and

WHEREAS, Thistle, Umbra, Vine and Walnut have formed a joint venture for thepurpose of providing common operation, management, maintenance and control ofcertain aspects of Thistle Gardens Condominium, Umbra Gardens Condominium, VineGardens Condominium and Walnut Gardens Condominium because of their locations,proximity to one another and common problems, a copy of such Joint VentureAgreement being attached hereto as Exhibit A and incorporated herein by reference;and

NOW, THEREFORE, Thistle, Umbra, Vine and Walnut hereby file the JointVenture Agreement ta place the Public on notice of the existence of the Joint VentureAgreement.

G lN WITNESS WHEREOF, we have affixed our hands this 3u::.L day ofbO~?!1.1 ,2004, at Broward County, Florida.

WlTNESSES THISTLE GARDENS CONDOMINIUM, INe.

Sign -f-T'-...:.....;~---:~r,::;;~.Print fJ;/yCl

/

OR BK 36896 PG 916, Page 2 of 10

STATE OF FLORIDACOUNTY OF BROWARD

~ . The foregoing instrument was a owledged before .me this 3c.d..- day ofU PrA ?o 4-. 2004. by • as President of Thistle Gardens

Condominium, _ne., a Flonda not-for-profit corporaton./

.: NOT'

Parsonally Known _1_ OOIRProducad Identification SiQn

PrinS=#il~~~:--~btd='i6"7I""""--Type of Identification

WITNESSES

Sign -h...--*'=--=::~:-.,c::.=--Prin! --"-fU=-:::.- ......••...!l..!;!:c:....;.~'--

STATE OF FLORIDACOUNTY OF BROWARD

UMBRA GARDENS CONDOMINIUM, INC.s: rJ LBy: tU,j~ .•.V":fZ----·.7 .... ' President

"-:-:' The foregoing instrument was acknowledged before me this'~ day ofn (l;l 2004, by Uc.(2.rd SifY\{[YIt ~, as President of Umbra Gardens

Condornini . Ine., a Florida not-for-profit corporation. ,/ .••

/N UBUC - STATE,.9/FLORIDA

Personally Known _ OR /J. 'LProduœd Identification .'

7tType of Identification

WITNESSES

Sign Û{MA>4- r?A~Print~~'SignprintJ.ï;ï~a::...:""":"W:-~F-~~{)-~

STATE OF FLORIDACOUNTY OF BROWARD

The foregoing instrument was acknowlectged before me this 3rd day ofrébcrnrJ .2004, byt-o!OtIt Lô>M :>;-dv . as President of Vine GardensCondominiLm, Ine., a Florida not-for-profit corporation. 'j

Personally Known / ORProduoed Iden1ification

Typa of Identification

2

OR BK 36896 PG 917, Page 3 of 10

W1TNESSES

s;gn~Print II? •

a ' .S ign . 4-<.<....-'Prim;; ~lj

STATE OF FLORIDACOUNTY OF BROWARD

WALNUT GARDENS CONDOMINIUM, ING.

President

.ç;' The foregoing instrumr;,' was 8&Owfed9ed before me this 3(el day ofbaAàj ,2004, by !\,~;;nd ~/hc~ 1 as President of Walnut Gardens

Condominiu ,Ine., a Florida nol-for-profit corporation. /

Lie - STAT 'OF FLORIDAPersonally Known / ORProduced Identification

.Type of Identification My Comrnis on expires:

i ,..~ T!SeAJIM'(• ~ •• lN COIAIISSOI# 00 WOOOI~q EXPIRES;May~, 2007

~OIA.~ Botdtd Tk\I ~M::Oy s.me.s

3

OR BK 36896 PG 918, Page 4 of 10

Hawaüan Gardens Phase VIIIJoint Venture Aereement

Agreement, made and entered into in Broward County, Florida, this ~day of January,2004, by and arnong THISTLE GARDENS CONDOMINillM, INC., UMBRA GARDENSCONDOMINIUM, INC., VINE GARDENS CONDOMINIUM, INe., AND W ALNUTGARDENS CONDOMINIUM, INC., ail ofsaid parties hereto being sometirnes collectivelyreferred to as "JOINT VENTURERS" and individually as "JOINT VENTURER".

WITNESSETH:WHEREAS, THE JOINT VENTURERS, are ail not for profit corporations of the State of

Florida, each which was organized to operate on condominium in a complex known asHA WAlIAN GARD ENS PHASE VIII, located upon the lands in Broward County, Florida,described in the condominium documents governing the JOINT VENTURERS, ans

WHEREAS, the JOINT VENTURERS have determined that it.is in their best interests toprovide for the common operation, management and control of certain aspects of saidcondominiums (sometimes collectively referred to as "The Condominiums") because of theirlocations, proximiry to one another and cornmon problems; and

WHEREAS, the JOINT VENTURERS desire to associate with one another in order toaccomplish the objectives set forth above;

NOW, THEREFORE, in consideration of the promises and co venants hereinafter set forth, theparties hereto do rnutually agree as follows:

1. FORMATION. NAME AND PURPOSEThe JOINT VENTURERS hereby form and establish a joint venture to be conducted

undcr the name and style oHIA WAlIAN GARDENS PHASE VIII ASSOCIATION, (hereinafterreferred to as the "ASSOCIA nON" or such ether narne as the JOINT VENTURERS may Fromlime to lime determine, such venture 10 be under Ihe terms and provisions set forth herein, thepricipal office and place of the ASSOCIA nON shall be located at 4701 NW 34'h Street,Lauderdale Lakes, Florida, or at such place in Dade or Broward County, Florida, and the JOINTVENTURERS may from lime to tirne determine. The purpose of the ASSOCIATION is toassume and exercise certain responsibilities of operation, management and control of TheCondominiums.

2. PERCENTAGE OF OWNERSHIP OF JOINT VENTUREREach JOINT VENTURER shall each own a one-forth (1/4) interest in and to the

ASSOCIA TrON and its property and assets.3. P ARTIClPATION IN AND METHOD OF OPERATION OF ASSOCIATION

A. The property, affairs and business of the ASSOCIA nON shall be managed by aGoverning Board, whose membership shall consist of five (5) representatives elected orappointed by each JOINT VENTURER. Such representatives shall be Officers of the JOINTVENTURER or, in their absences, members of the Board of Directors of the JOINTVENTURER. Each member of the Goveming Board shall be entitled ro one (1) vote. The vote of

Page lof 1

OR BK 36896 PG 919, Page 5 of 10

a majority of the Governing Board shall decide and question to be determined by the GoverrurigBoard.

B. The affairs of the Governing Board shall be administered by Offieers elected by themembers of the Goveming Board at its annual meeting to be heJd in November of each year, andsuch Officers shall serve for one year or until their successors are elected. An Officer of theGoveming Board may be removed from office upon the affirmative vote of' three-fourths (3/4) ofthe members of the Goveming Board for any reason deemed by such members to bi in the bestinterest of the Governing Board or necessary to the proper administration of the affairs of theASSOCIA nON. ln the event of any rernoval, resignation or vacancy in any of the offices, theremaining members of the Governing Board shall elect at a regular or special meeting, a personto serve as successor, who shall hold office for the unexpired portion of the term. The names ofthe Officers elected to serve as such until the elections to be held in November, 2004, are asfollows:

President Norman EmondVice President Gerard Simoneau2"" Vice President Adele AnkelesSecretary Florence JacobsenTreasurer Sarah Shapiro

C. Regular meetings of the Goveming Board shall be held on the first Wednesday of themonth or at such other time as may be fixed, a t su ch tirne and at such location in BrowardCounty as the Governing Board shall determine. A written notice of each meeting shall be postedprominently at such times and at such locations on the property of the condominium as theGoverning Board shall determine.

D. A special meeting of the Goveming Board may be called any tirne by the Presidentor by a majority of the Governing Board, and shall be held at such place in Broward County as isdesignated by the President or a majority of the Goveming Board.

E. A quorum for the transaction of business at any regular meeting or special meeting ofthe Governing Board shall consist of a majority of the members of the Governing Board. Amajority of the present at any such meeting, even though less than a quorum, shall have thepower to adjourn to a future date, provided that written notice of the new time, date, place andpurpose shall be mailed or delivered to each member of the Goveming Board at least three (3)days prier to the lime fixed for sucb meeting, and a copy posted and determined pursuant 10Subparagraph C above.

F. The members and Officers of the Goveming Board shall serve as such withoutcompensation.

G. The President shall be considered as the chief Executive Officer of the GoverningBoard and of the Association, and shall preside as such executive at ail meetings of the Board.The President shall sign ail written contracts of the ASSOCIATION and with the consent of theGoveming Board and shall perfonn and have the necessary powers to perform all of the dutiesincident to the office and that which may be delegated from time to time by the GoverningBoard.

H. The Vice-President shall perform ail of the duties of the President in his absence andsuch other duties as may be required from time to lime by the Governing Board or the President.

Page 2 of 7

OR BK 36896 PG 920, Page 6 of 10

7

controlled by the ASSOCIATION and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the ASSOCIATION and shall deposit al! monies andvaluable effects 1 the name and to the credit of the ASSOCIA nON in su ch depositories as maybe designated from time ta time by the Governing Board. He shall disburse the funds of theASSOCIATION from the checking account, with ail checks signed by him and countersigned bythe President or such other persons as may from lime to lime be designated by the GovemingBoard, making proper vouchers for such disbursernents, and shall render to the President and theGoverning Board al each meeting an accounting of all of the transactions and the financialcondition of the Association.

.J. The Financial Secretary shall collect assessments and promptly report the status of ailcollections and delinquencies to the Governing Board. He may with the consent of the GovemingBoard, have one or several assistants to assist him in the performance ofhis duties.

K. The Secretary shall issue notices of ail meetings of the Goveming Board and shallattend and keep the minutes of same. He shall have charge of ail of the books, records and papersof the Goveming Board not in the charge of any other officer. He may, with the consent of theGoveming Board, have one or several Assistant Secretariesto assist him in the performance ofhis duties.

4. ASSESSMENTS OF THE ASSOCIATIONThe JOINT VENTURERS shall pay to the ASSOCIATION the assessments made by the

ASSOCIATION for the costs and expenses incurred and 10 be incurred by the ASSOCIATION,as provided herein in Article 5 (C) (3) . A written notice of the assessment made shall be servedupon or mailed to each JOINT VENTURER, and shall state the nature and reason for the chargeand the date, time and place payment is to be made, which date for payment shall not be less thanten (10) days fom the date ofsuch notice. ln the event that a JOINT VENTURER fails to makeany such payment when due, the ASSOCIATION shall have, and may enforce, without furtherdemand, a lien against the property of such JOINT VENTURER for the amount of theasscssment not paid plus reasonable attorneys' fees, and interest on the unpaid sum al the rate often (10%) per annum, from the date payrnent was due.

5. FONCTIONS OF THE ASSOCIATIONIt is expressly understood and agreed that the powers conferred by Article 6 of this Agreement

shall be exercised by or on behalfofthe ASSOCIATION in order to perform the followingfunctions and such ether lawful funcrions as may from lime to lime be deterrnined by the JOINTVENTURERS;

(A) With respect to the property of the Condominiums, the ASSOCIATION willprovide and pay for the following:

1. Maintenance of drives and parking areas.2. Painting of building exteriors,3. Landscaping,4. Placing of ail required insurance and paymentofpremiums.5. Routine exterior building maintenance.6. Routine minor repairs.7. Elevator maintenance8. Janitorial, c1eaning and garbage collection services.

Page 3 of7

OR BK 36896 PG 92~, Page 7 of 10

(B) With respect to the other property, the ASSOCIATION shall provide and payfor the following:

1. Upkeep of "irnproved park areas" as defined in the Declaration ofCondominium.

2. Repair, maintenance, servicing and operating of the reereationalfacilities referred to in the Declaration of Condominium.

CC) General Functions:1. Expend such sums of money as may reasonsbley be necessary to

accomplish the foregoing,2. Prepare periodic budgets, estimates and staternents of ils financial

affairs.3. Allocate among, assess and collect from the JOINT VENTURERS their

shares of the costs and expenses incurred and to be incurred by the ASSOCIA nON. Where thecondominium documents require the allocation of certain costs or ex penses among the JOlNTVENTURERS on an equal or ether predetermined basis, the allocation of such cos!s or expensesshall be made separately and in accordance with such requirements. ln al! ether instances, andwhen not prohibited by the foregoing condominium documents, costs shall be allocated amongthe JOINT VENTURERS on a per-apartment basis, with different but equitable weights accordedone-bedroorn and two-bedroorn apartrnents. The allocation by the ASSOCIATION of costs andexpenses shall be conclusive and binding upon the JOINT VENTURERS.

4. Assis! in the preparation and collection of the assessments made by theJOINT VENTURERS. .

5. Adopt, amend and enforce reasonable regulations respecting the use ofthe property of the Condominiums, in accordance with the laws of the State of Florida and thegoverning condominium documents. . .

6. Perforrn such ether and further lawful functions as may be determinedby the JOINT VENTURERS.

6. POWERS OF THE ASSOCIATIONThe ASSOCIATION shall have, to the extent permitted by law, ail of the powers accorded by

law and contract to the individuel JOINT VENTURERS, and shall also have the powers hereinlisted, which powers shall not be exercised by the JOlNT VENTURERS, in their individualcorporate capacities, in the performance of any functions required ta be performed by theASSOCIATION, in the absence of specifie authorization from the Governing Board:

(A) Ta prepare periodic budgets, estimates and financial statements which shalleontain in detail sueh items as may be required or necessary to account for past costs, expcnses,and operations and to project future costs, expenses and operations.

(B) Ta assess and collect from the JOINT VENTURERS for costs and expensesincurred and to be incurred by the ASSOCIA nON in the performance ofits duties and functionshereunder, and to use the proceeds of such assessments to perform sucb duties and functions.

(C) To assist in the preparation of and collect the assessments made by cachJOINT VENTURER against its member apartrnent owners.

(D) To maintain, repair, service and operate the property of the Condominiums,the improve park areas and the recreational facilities, in furtherance of the provisions of Article 5

Page 4 of 7

OR BK 36896 PG 922, Page 8 of 10

hereof(E) To purchase insurance required by the goveming condominium documents for

the protection of the JOINT VENTURERS in eonnection with the improved park areas, thereereational facilities and the property of the Condominiums.

CF) To adopt, amend and enforce reasonable regulations respecting the use andoperation of the property of The Condominiums, in aecordance with the laws ofthe State ofFlorida and the governing condominium documents.

(G) To adrninister procedures adopted by each JOINT VENTURER to approve ordisapprove the transfer, mortgage, leasing, ownership, alteration or improvement of apartrnentsin The Condominiums, in aceordance with the provisions of the Articles of Incorporation,Declarations, of Condominium and By-Laws of the JOINT VENTURERS .

. (H) To enforee by legal means the provisions of the Condominium Act, theDeclaration of Condominium, the By-Laws of the JOINT VENTURERS, the provisions of thisAgreement, and the regulations adapted by the ASSOCIATION and the JOINT VENTURERS.

(I) To contract for necessary supplies, goods, wares, and services and to delegateto each person, firm or corporation so contracted with such powers and dulies as may benecessary or convenient,

(J) To retain, engage and empioy such professions technical and other personne!as may be necessary or convenient to the performance by the ASSOCiA nON of its duties andfunctions hereunder,

(K) To engage in such other lawful business or activities as the JOINTVENTURERS may hereinafter determine, and to execute, acknowledge and de Iiver any and alinstruments necessary or convenient to the exercise of any or ail of the foregoing power.

7. FUNDS TO BE HELD JN TRUSTAIl funds and the titles ofall properties aequired by the ASSOCiATION and their proceeds

shall be held in trust for the JOINT VENTURERS and their members in accordance with theprovisions of lheir respective Declarations of Condominium, Articles of Incorporation, and By-Laws,

8. ACCQUNTINGThe books and records of the ASSOCIATION shall be kept in accordance with sound and

accepted accounting principles. The fiscal year of the ASSOCIATION shall be determined by theGoveming Board. There shall periodically, as determined by the Governing Board and theaccountant employed by it, be prepared and delivered to each JOINT VENTURER a statementshowing the results of operations during such determined period and a projection for the nextensuing period or periods.

9. TRANSFER OF INTEREST IN THE ASSQCIATIONNo JOINT VENTURER shall sell, transfer, assign, pledge, hypothecate or otherwise dispose

of or eneumber any interest in the ASSOCIATION, its property assets without the prier writtenconsent of the Governing Board; and any attempt to do so without the required consent shall bevoid.

10. LIABILJTY AND lNDEMNIFICATIONA. Thisjoint venture extends only 10 and limited to the rights and obligationsunder this Agreement. and nothing herein shall be construed to constitute and

Page 5 of '7

OR BK 36896 PG 923, Page 9 of 10

JOINT VENTIJRER or its representatives, the agent or general partner of anyother JOINT VENTIJRER, nor in any manner ta limit the JOINT VENTURERSin the carrying on of their activities or operations, except as specifically set forthln this Agreement.B. Every member and Officer of the Governing Board shall be indernnified by theASSOCIATION against ail expenses and liabilities, including counsel fees,reasonably incurred by or irnposed upon hirn in connectior; with any proceeding orthe settlement of any proceeding to which he may be a party or in which he maybecome involved by reason of his being or having been a member or Officer ofthe Governing Board of the ASSOCIATION, whether or not bels such member orOfficer at the limes that the expenses are incurred, except when such memoer orOfficer is adjudged guilty ofwillful misfeasance or malfeasance in theperformance of his dulies as such; provided that in the event of a settlemenr theindemnification shall apply only when the Governing Board approves suchsettlement and reimbursement has been for the best interest of the Association.The foregoing righi of indemnification shall be in addition to and not exclusive ofail of the rights to which such member or Officer may be entitled.

Il. APPROVAL BY THE JOINT VENTURERThis Agreement and its provisions are subject to the approval of the Boards of Directors of the

memberships of each JOINT VENTURER.12.TERM OF AGREEMENT

This Agreement shall be effective and binding on the parties for a period oftwenty (20) yearsfrom the date hereof, and may be renewed for successive twenty (20) year pericds upon thewritten approval of ail of the Board of Directors of the JOINT VENTURERS, not later thanninety (90) days prior 10 the expiration ofthis Agreement.

13. EFFECT OF DISSOLUTION OF JOINT VENTURERln the event thal any of the JOINT VENTURERS arc dissolved, this Agreement shall

nevertheless continue, and the remaining JOINT VENTURERS shall, after making properaccounting to the dissolved JOINT VENTURER, continue the business of the ASSOCIATION.

14.TERMINATION OF AGREEMENT OR JOINT VENTUREUpon the tennination ofthis Agreement or the joint venture, a final.audit shall be made by the

ASSOClATION'S auditors, and all of the property shall be distributed, after payment of theexisting debt and obligations of the ASSOCIATION, to each JOINT VENTURER to the extentand in the proportion that il contributed to THE JOINT VENTURE.

15. GENERAL PROVISIQNSA. This Agreement may not be modified, altered, amended or

cancelled in any manner exeept by agreement in writing duly executed by the parties hereto.B. This Agreement may be executed in multiple counterparts, each

ofwhich shall be dcerncd for ail purposes an original.C. This Agreement shall be construed in accordance with the laws

of the State ofFlorida.D. Ali notices required 10 be served upon or delivered to the

JOINT VENTURERS shalI be served or delivered at such addresses as may be designated in

Page 6 of. 7

OR BK 36896 PG 92~, Page 10 of 10

writing by each JOINT VENTURER and kept among the records of the ASSOCIATION and ifno such designation is made, the same may be served upon such JO:il'IT VENTURER al theoffice of the Goveming Board.

E. The JOINT VENTURERS acknowledge and agree that remediesal law for any breach ofthis Agreement may be inadequate, and agree and consent that temporaryand permanent injunctive and other equitable reliefmay be sought and granted in any proceedingbrought to enforce any provision hereof without the necessity ofproving actual damage orinadequacy oflegal remedy,

F. This Agreement contains the entire understanding between theparties and supercedes any prier understanding and/or written or oral agreements between themrespecting the within subject matter.

G. The members of the Goveming Board may examine any of thebooks and records of the ASSOCIATION at any time during business ho urs with notice.

H. lfany provision ofthis Agreement or its application to any partyor circumstances shall be determined by any court of competent jurisdiction to be invalid orunenforceable to any extent, the remainder of this Agreement or the application of such provisionto such persan or circumstances, other than those as to which il is so detennined invalid orunenforceable, shall not be affected thereby, and shall be valid and enforced to the full extentperrnitted by law.

1. Not withstanding anything else contained herein to.the contrary,il is agreed and understood by the JOINT VENTURERS that:

a. The prirnary purpose for the creation of the JOINTVENTURE is to pro vide management and maintenance services for the unit owners (mernbers)of the respective JOINT VENTURERS, in accordance with the provisions of the Declaration ofCondominium, the Articles of Incorporation, and the By-Laws of the respective condominiumcorporations.

b. 1'0 simplify administration, by allowing the Association,at ils option, to make needed assessments for ail purposes directly against the individuel unitowners and collee! sarne.

THISTLE GARDENS CONDO M

,l'Ln/pt!~

DATE

Page 7 of 7

This instrument "'as prl;"ôrec by:Ellen Hirsch de .m, Esquire,BECKER & POLIAKOFF, PA3111 Stirling RoadFort Lauderdale, FL 33312

g6-ë ~551Z15-Q1~'36

Tlt004lel,S5AM

CERTIFICATE OF AMENOMENTTO THE

DECLARATION OF CONDOMINIUM OFWAlNUT GAROENS CONDOMINIUM

WE HEREBY CERTIFY THAT the anached amendment to the Declaration ofCondominium of Walnut Gardens Condominium, as recorded in Officiai Records Book5854 at Page 1 of the Public Records of Broward County, Florida, was du'ly adoptedin the manner provided in the Condominium Documents at a meeting held April 22,1996.

lN dlJ:f~~HEREOF, we have affixed our hands this :J!l day of Û~ r

1996, at <.dl. ~roward County, Florida. ~

WALNUT GARDENS CONDOMINIUM, INC,

STA TE OF FlORIDACOUNTY OF BROW ARD

The joregoing instrument was acknowledged before me this c2j day of~i;;f , 1996 by Sam Delfin, as President of Walnut Gardens Con ominium,ln '/ a Florida not-for-profit corporation.

PersonalJy Known i.- ORProduced Identification

NOT,~UBUC - S:ATE OF FLO~IDA

si~ni. ;W#-~prlnt,.,- .

. My Commission expires:Type of Identification

8EVERL Y J FOSTER/>.Iy C<>mmiHlon CC-493<157Ë"pifilu: s.P. 05. 1009