Governing Documents

The following pages are a reproduction of the governing documents for the Tierra Verde Community Association, Inc. The information has been formatted by the Association staff for easy reference. Although care was taken to reproduce these documents as they appear in the public records, copies of the original documents should be obtained from the Official Records Books of the Public Records of Pinellas County, Florida, for any legal use. The recording information is provided in the table of contents listed below.

Certificate [Articles] of Incorporation, (Book 7817, beginning on Page 1930 February 19, 1992)

Second Amendment to Restated Bylaws, (Book 8041, beginning on Page 0584. September 25, 1992)

Resolution 96-1 to the Second Amendment to Restated Bylaws. (Book 9632, beginning on Page 0661 March 7, 1997)

Confirmation of Assignment of Authority Under Declarations. (Book 7195, beginning on Page 2025 February 12, 1990)

Unit One, Amended and Restated Declaration of Restrictions and Covenants. (Book 8781, beginning on Page 0536 Sep 13, 1994)
(Entrada, Monte Cristo, Sands Point, Pinellas Bayway)

Unit Two, Amendment to the Declaration of Restrictions. Book 5159, (beginning on Page 0412 March 3, 1981)
(West Shore)

Unit Two, Amendment to the Declaration of Restrictions. Book 5116, (beginning on Page 1706 December 4, 1980)
(West Shore)

Unit Three, Declaration of Restrictions, Book 5449, (beginning on Page 0164 December 27, 1982)
(East Shore and Green Land Preserve)

Resolution 00-1, Bylaw Amendment (OR Book 11203, page 702, January 29, 2001)

Resolution 01-2, Bylaw Amendment (OR Book 11648, page 1704, October 30, 2001)

Resolution 01-3, Unit 1 Declaration of Restrictions & Covenants Amendment
(OR Book 11648, page 1715, October 30, 2001)

Resolution 01-4, Unit 1 Declaration of Restrictions & Covenants Amendment
(OR Book 11648, page 1718, October 30, 2001)

Resolution 14-02, Unit 1 Declaration of Restrictions & Covenants Amendment
(OR Book 18298, page 132, February 3, 2014)

ARTICLES OF INCORPORATION

First amendment to the Certificate of Amendment of Certificate of Incorporation of Tierra Verde Community Association, Inc. It is hereby certified that:

ARTICLE I

1.The name of the Corporation (hereinafter called the "Corporation") is TIERRA VERDE COMMUNITY ASSOCIATION, INC.

2.The Corporation is incorporated as a corporation not for profit under the provisions of Chapter 617, Florida Statutes, 1961.

3.In accordance with the provisions of Article XI of the Certificate of Incorporation, a special meeting of the first Board of Directors, being comprised of the surviving member of the first Board of Directors specified in Article IX of the Certificate of Incorporation and the successors appointed by said surviving directors, was duly called and held at Dallas, Texas, on November 30, 1976, for the purpose of amending the Certificate of Incorporation. At said meeting, a resolution was unanimously adopted, amending Articles II, IV, VII, VIII, IX, X and XI by striking out said Articles and by substituting in lieu thereof, the new Articles II, IV, VII, IX, X and XI as set forth below.

4. In accordance with the provision of Article XI of the Certificate of Incorporation, a special meeting of the members of the Association was duly called and held at Tierra Verde, Florida on April 18, 1991, for the purpose of amending the Certificate of Amendment of the Certificate of Incorporation. At said meeting, a resolution was unanimously adopted, adding Article XII, as set forth herein.

ARTICLE II

The purpose or purposes for which this Corporation is organized is and are the following:

A. To provide for and promote the general and social welfare, common good, comfort, safety, benefit and mutual friendliness between the members of the Corporation and between all firms and persons who live upon, work upon, or have cause lawfully to come upon the lands and improvements now situated or to be situated upon the islands located in lower Boca Ciega Bay, Pinellas County, Florida, known as "Tierra Verde."

B. To preserve and enhance the natural beauty of the properties of the members of this Corporation and the community area of Tierra Verde.

C. To require that deed restrictions, declarations of restrictions and zoning requirements in and to said Tierra Verde are duly observed and enforced.

D. To assess against the property owners within said Tierra Verde maintenance fees for the operation and maintenance of public services and for the preservation, operation, repair, maintenance and replacement of the public property and to create a lien or liens against said properties of such property owners for such purposes in a fair, just and equitable manner which shall be in a form whereby the owners of property shall pro-ratably share the cost of acquisition of buildings and equipment and the expenses of the operation of the Corporation based upon the just assessment of their respective properties as established by the real property assessments placed upon said respective private properties by the Property Appraiser of Pinellas County, Florida, for real property ad valorem taxes in the same year of assessment.

The Board of Directors shall be authorized to promulgate and adopt fair and just procedures to accomplish said assessments.

E. To have all the powers enumerated in Chapter 617, Florida Statutes, 1961 as same may from time to time be amended, and all the powers of Corporations, not for profit, except as prohibited by law or by the By-Laws of the Corporation.

ARTICLE IV

A. The membership of the Corporation shall consist of regular members, Class A special members, Class B special members, and such other classes of members as the Board of Directors shall from time to time establish. The manner of admission of members and the terms and conditions of each membership shall be as provided herein or as provided in the By-Laws of the Corporation.

B. Any person, partnership or limited partnership, association or corporate entity is entitled to and does become a regular member of this Corporation upon securing, obtaining or receiving by purchase, devise, gift or assignment, an actual ownership interest in any of the property which is a part, parcel or portion of the properties contained in Tierra Verde, actual or proposed. At such time as the regular members become voting members of the Corporation, said members shall be entitled to one (1) vote in the affairs of the Corporation for each lot, tract or parcel on Tierra Verde owned by said members. In the event that any such lot, tract or parcel is owned by more than one person, firm, or corporation, the membership relating thereto shall nevertheless have one (1) vote which shall be exercised by the owner or person designated in writing by the owners as the one entitled to cast the vote for the membership concerned. Regular membership in the Corporation shall cease and terminate upon the sale, transfer or disposition of the member's ownership interest in property on Tierra Verde.

C. Class A special members shall consist of persons, partnerships or limited partnerships, associations or corporate entities, who rent or lease and occupy residences or other buildings or improvement for residence purposes located on Tierra Verde which are owned by regular members. At such time as the regular members become voting members of the Corporation, Class A special members shall be entitled to one (1) vote in the affairs of the Corporation for each residence or other building or improvement which they rent or lease and occupy provided that the regular member holding an ownership interest in such property and the Class A special member designate in writing that the Class A special member is the one entitled to cast the vote for the membership concerned. Notwithstanding the foregoing, a Class A special member shall not be entitled to vote upon matters affecting the purchase of capital improvements or other items, or the occurrence of indebtedness therefor, or the costs of operation, which will result in proportionate assessments against the property and improvements owned by the regular member. Class A special membership shall terminate when the said member ceases to rent or lease and occupy a residence or other building or improvement for residence purpose on Tierra Verde.

D. Tierra Verde Company, an unincorporated association which is a joint venture between Delverde, Inc., a Florida corporation, and Madonna Corporation, a Florida corporation, or its successors and assigns, shall be the only Class B special member of this Corporation. Notwithstanding any provisions in any declaration of restrictions recorded or to be recorded with respect to Tierra Verde or any document, contract, or writing, the Class B special member shall be the sole voting member of the Corporation until January 2, 1990, or such prior time as follows: (A) a date to be determined by the Class B special member, in its sole judgment, as evidenced by an amendment to the By-Laws of this Corporation; or (B) upon conveyance (deeding) by the Tierra Verde Company, or its successors or assigns, of eighty percent (80%) of the total number of lots, tracts, or parcels located on Tierra Verde, other than a conveyance resulting from a merger, consolidation, liquidation or similar plan or a conveyance to the successors or assigns of the Tierra Verde Company.

E. Reference herein to the "voting membership" shall mean the membership entitled to vote in the affairs of the Corporation at the time that said vote is to be taken and the regular and Class A special members shall not be considered as the voting membership until the conditions or Paragraph D of this Article IV have been fulfilled. At such time as the regular and Class A special members are considered as the voting membership, the Class B special member shall continue to be a voting member of the Corporation, but shall only be entitled to a total of one (1) vote and to the appointment, from time to time and as its sole discretion, of one (1) member of the Board of Directors.

ARTICLE VII

The officers of the Corporation shall be a President, one (1) or more Vice Presidents, a Secretary and a Treasurer, and such other officers as may be provided for in the By-Laws. Any officer elected or appointed by the Board of Directors, including the officers specified in Article VIII hereof, shall serve until their death, resignation, or removal or until such time as their successors are duly elected by the Board of Directors.

ARTICLE VIII

The name of the initial officers of the Corporation and the offices which they shall respectively hold are as follows:

Louis Berlanti, President, 140 Oakland Avenue, Harrison, New York.

Howard D. Sluyter, Vice President and Treasurer, 1201 Main Street, Dallas, Texas.

Dr. Bradley Waldron, Vice President, 7813 First Avenue South, St. Petersburg, Florida.

Fred Berlanti, Secretary, 161 North Teseler Drive, St. Petersburg Beach, Florida.

ARTICLE IX

The affairs of the Corporation shall be managed by a Board of Directors consisting of not less than three (3) nor more than nine (9) directors. Until the first annual meeting of the voting membership to be held in accordance with the By-Laws of the Corporation, the Corporation shall be governed by a Board of Directors consisting of five (5) persons, and the names and addresses of the first Board of Directors, who shall serve until their death, resignation, or removal or until such time as their successors are duly elected at the first annual meeting of the voting membership, are as follows:

Louis Berlanti, 140 Oakland Avenue, Harrison, New York.

Fred Berlanti, 161 North Teseler Drive, St. Petersburg Beach, Florida.

Howard D. Sluyter, 1201 Main Street, Dallas, Texas.

Clint W. Hutchinson, Jr., 1201 Main Street, Dallas, Texas.

Bays H. Harrison, Jr., 1030 First Federal Building, St. Petersburg, Florida.

ARTICLE X

The initial By-Laws of the Corporation shall be made and adopted by the Board of Directors. Until the regular members and Class A special members become voting members of the Corporation in accordance with the provisions of Article IV hereof, said By-Laws may be amended, altered or rescinded by the Board of Directors. Thereafter, the By-Laws may be amended, altered or rescinded by the Board of Directors or by the voting members of the Corporation as provided in the By-Laws.

ARTICLE XI

Unless otherwise stated herein or in the By-Laws, this Certificate of Incorporation may be altered, amended or added to at any duly called meeting of the member or members of the Corporation entitled to vote at said meeting in the manner now or thereafter provided by law.

Executed at Dallas, Texas on November 30, 1976.

ARTICLE XII

The Tierra Verde Community Association, Inc. (The "Association") shall be entitled to recover a reasonable attorney's fee incurred by it if it prevails in any and all litigation or other proceedings, whether at trial, on appeal or otherwise, involving its enforcement of the various declarations of restrictions and covenants of record (regardless how they may be titled), as amended from time to time.

TIERRA VERDE COMMUNITY ASSOCIATION, INC. - Signed By: Steven C. Dupre', President, Judy Kling, Secretary (at April 18, 1991)

Notarized document, January 27, 1992. 

CERTIFICATE OF ADOPTION

STEVEN C. DUPRE', the duly elected President of the Tierra Verde Community Association, Inc., and JUDY KLING, the duly elected Secretary of the Tierra Verde Community Association, Inc., being duly sworn under oath, certify as follows:

1. The Tierra Verde Community Association, Inc., Board of Directors has taken all action necessary to amend the Certificate of Incorporation of the Tierra Verde Community Association, Inc., (the "Association").

2. The attached document entitled "First Amendment to the Certificate of Amendment of Certificate of Incorporation of Tierra Verde Community Association, Inc.," constitutes a true and correct copy of the Certificate of Incorporation of Tierra Verde Community Association, Inc., adopted on June 30, 1961, and the Certificate of Amendment of Certificate of Incorporation adopted on November 30, 1976, incorporating certain amendments approved by a vote of the majority of the members of the Association casting votes, which vote was concluded on April 18, 1991.

Signed by:Steven C. Dupre', President, Judy Kling, Secretary (at April 18, 1991)

Notarized Document January 27, 1992.

BYLAWS

Adopted on July 16, 1987, Amended on January 17, 1991, Amended and Restated on January 16, 1992, Amended Restatement on July 23, 1992, Second Amendment to Restatement on July 23, 1996.

ARTICLE I - GENERAL

Section 1. NAME:

The name of the Corporation shall be "TIERRA VERDE COMMUNITY ASSOCIATION, INC." (hereinafter referred to as the "Corporation".)

Section 2. PRINCIPAL OFFICE:

The principal office of the Corporation shall be at Tierra Verde Island, Pinellas County, Florida, or at such other place or places as may be designated by the Board of Directors of the Corporation.

Section 3. RESIDENT AGENT/REGISTERED OFFICE:

For the purposes of service of process, the Corporation shall designate a resident agent or agents, which designation may be changed for time to time, and his or their office shall be deemed the registered office of the Corporation for the purpose of service of process.

Section 4. DEFINITIONS:

A. As used herein "Tierra Verde" shall at all times unless otherwise stated, refer to those island located in lower Boca Ciega Bay, Pinellas County, Florida, and all reference to the lots, tracts, or parcels of land in Tierra Verde shall mean the same as in the declaration of restrictions, affecting Tierra Verde recorded or to be recorded in the future in the Official Records of Pinellas County, Florida.

B. As used herein "Certificate of Incorporation" shall refer to the Certificate of Incorporation of the Corporation filed with the Secretary of State of Florida on June 30, 1961, as amended by the Board of Directors of the Corporation on November 30, 1976, and as same may from time to time be amended.

C. Anything not covered in these By-Laws or the Certificate of Incorporation will be referred to "Roberts Rules of Order."

Section 5.  BOOKS AND RECORDS:

The books, records and papers of the Association shall be at all times, during reasonable hours, be subject to inspection by any member. The Restrictions, Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member.

Section 6.

All meetings of the Board of Directors shall be open to the members of the Corporation, except those that deal with the legal service of the Corporation. A notice shall be posted in the front window of the offices at least 5 days prior to any Board meeting. Members have a right to participate at Board meetings with reference to all designated agenda items for a limited period to be set by the chair of the meeting.

ARTICLE II - DIRECTORS

Section 1. NUMBER AND TERM:

The Corporation shall be governed by a Board of Directors consisting of not less than three (3) nor more than nine (9) directors. It is suggested, but not required, that a Director should not serve for more than 2 consecutive terms. Commencing with the first annual meeting in January 1985 of the voting membership, directors shall be elected for a term of two (2) years by the members in person or by mail. Each of the following voting districts shall have the number of directors indicated: (I) the Bayway (consisting of all Tierra Verde member properties located along the corridor of the Pinellas Bayway other than the member properties located in the Entrada and Sands Point districts) shall have three (3) directors, with the third director's term commencing with the expiration of the at-large position that existed prior to July 1991); ii) Entrada (consisting of the member properties located on that portion of Tierra Verde commonly known as Entrada) shall have two (2) directors; (iii) Monte Cristo (consisting of the member properties located on the island commonly known as Monte Cristo) shall have two (2) directors; and (iv) Sands Point (consisting of the member properties located on the island commonly known as Sands Point and the member properties known as Tierra Verde Units Two and Three and also sometimes known as Tierra Verde Shores) shall have two (2) directors.

Section 2. BOARD OF DIRECTORS:

Starting in January 1988, Board members will be elected for two (2) years on a staggered basis, five (5) members elected in odd years and four (4) members in even years.

Section 3. VACANCY AND REPLACEMENT:

Except as otherwise set forth herein and in the Certificate of Incorporation, if the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the remaining directors shall choose a successor or successors, from the same district, if possible, within 60 days after such vacancy took place, who shall hold office for the unexpired term in respect to which such vacancy occurred. The Board members may remove a Board member, for cause, by a two-thirds (2/3) vote of the total Board members. Cause shall not include holding or vocalizing differing political opinions from the other Board members.

Section 4. REMOVAL OR RECALL:

Except as otherwise set forth herein and in the Certificate of Incorporation, directors may be petitioned to be removed for cause by ten percent (10%) of the total regular members or by twenty (20%) of the total regular members of his voting district. Recall shall be effected by a majority vote of all regular members, in person or by mail and the recalled director shall not succeed himself in office.

Section 5. POWERS:

The property and business of the Corporation shall be managed by the Board of Directors, which may exercise all corporate powers not specifically prohibited by statute, the Certificate of Incorporation, these By-Laws or the declarations of restrictions recorded or to be recorded with respect to Tierra Verde. The powers of the Board of Directors shall specifically include, but not be limited to, the following:

A. To make and collect fees and assessments in accordance with the provisions of the Certificate of Incorporation and the declarations of restrictions recorded and to be recorded with respect to Tierra Verde, and to establish the time and manner within which payment of same are due;

B. To use and expend the fees and assessments collected for those purposes set forth in the Certificate of Incorporation and the declarations of restrictions;

C. To purchase the necessary furniture, equipment and tools necessary or incidental to the business and purposes of the Corporation;

D. To enter into and upon the lots, tracts, parcels and building sites when necessary and with as little inconvenience to the owners as possible in connection with the enforcement of the declaration of restrictions;

E. To collect delinquent fees and assessments by suit or otherwise;

F. To employ such personnel as may be necessary or incidental in order to carry out the purposes and functions of the Corporation;

G. To establish and operate such services and may be beneficial to the regular members;

H. To enter into such contracts and bind the Corporation thereby as the Board of Directors may deem reasonable in order to carry out the powers and functions of the Board of Directors, including contracts with any of the regular members. However, any contract over $5,000 must be put out to bid. Contracts with association employees are not subject to this requirement;

I. To make reasonable rules and regulations for the collection of fees and assessments and for the operation of the Corporation.

Section 6. COMPENSATION:

Directors and officers shall not receive compensation for their services as such, but may, at the discretion of the Board of Directors, receive reimbursement for so called "out of pocket" expenses incurred in the actual performance of their duties.

Section 7. MEETINGS OF THE BOARD:

A. The Board of Directors shall hold regular and special meetings as it deems necessary for the performance of its duties. Each newly elected Board shall have an administrative meeting before the annual meeting in order to elect officers;

B. Each newly elected Director shall take office at the annual meeting which is to be held on the third Thursday of January of their service year;

C. Special meetings of the Board of Directors shall be held whenever called by the direction of the President or by a majority of the Board of Directors or by a majority of the voting membership. The Secretary shall give notice of each special meeting, either personally or by mail or telegram, at least three (3) days before the date of such meeting, or the three (3) day period may be waived by all Board Members.

D. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

E. At all meetings of the Board of Directors, a majority of the Board shall constitute a quorum for the transaction of business and the act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or the By-Laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time without notice other than an announcement at the meeting, until a quorum is present.

F. Unless otherwise restricted by statute, the Certificate of Incorporation or these by-Laws, any action required to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all of the members of the Board of Directors or such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board of Directors or the committee thereof.

G. Unless otherwise restricted by statute, the Certificate of Incorporation or these By-Laws, members of the Board of Directors or of any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and such participation shall constitute presence in person at such meeting.

H. All meetings of the Board shall be taped (except that no tape recordings of meetings concerning legal matters or advise of legal counsel shall be taped) and tapes shall be kept at the offices of the Association for not less than two (2) years.

Section 8. ORDER OF BUSINESS:

The order of business at all meetings of the Board shall be as follows:

A. Roll call;

B. Reading of minutes of last meeting;

C. Consideration of communications;

D. Resignations and elections;

E. Reports of officers and employees;

F. Reports of committees;

G. Unfinished business;

H. Original resolutions and new business.

Section 9. ANNUAL STATEMENT:

The Board shall account to all members of the Corporation no less than once each year as to the total fees and assessments collected from the regular members and as to the method of disbursements of said funds. This shall be in a written report that will include a balance sheet. All figures shall be taken from a financial statement which has been reviewed by a CPA firm.

Section 10. COMMITTEES:

The Board of Directors may designate such committees as it deems advisable. Each committee shall have such authority as shall be specified in the resolution designating such committee. Such committee or committees shall have such names or names as may be determined from time to time by resolution adopted by the Board of Directors. To the extent not inconsistent with these By-Laws, the Board of Directors shall have the power at any time to remove any member of any such committee or committees, with or without cause, and to fill vacancies in and to dissolve committee or committees. Each committee designated by the Board of Directors shall keep regular minutes of its meetings and shall report the same to the Board when required. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

A. The Board shall create the following standing committees:

(1) THE MAINTENANCE COMMITTEE; shall advise the Board of Directors on matters pertaining to maintenance, repairs, or improvements of Common Properties and shall perform such other functions as the Board, in its discretion, determines;

(2) THE FINANCE COMMITTEE; shall set up systems, policies and procedures pertaining to financial matters to be submitted to the Board. They shall also approve the annual budget for each year and submit it to the Board. The Treasurer shall be chairman of the Committee.

(3) THE BLOCK CAPTAIN COMMITTEE; shall consist of representatives from each island. This committee shall serve as liaison to the Board of Directors in communicating their district's needs and concerns. A member of the Board shall serve as chairman of this Committee.

(4) PARLIAMENTARY COMMITTEE: shall clarify to Board and members any questions in regards to any interpretation on By-Laws, Certificate of Incorporation and Roberts Rules of Order.

(5) ELECTION COMMITTEE: shall submit to the Board policies and procedures governing the nomination and election of the Board of Directors. This shall also include overseeing any elections and referendums, etc. They shall solicit members to run for the Board and oversee the counting of the votes and publish the results.

(6) Unless otherwise provided herein, each committee shall consist of a Chairman who shall be appointed by the President and/or the Board, and a minimum of a member from each voting district when possible, other than Board members, and shall include at least one member of the Board of Directors. The President and or the Board of Directors may appoint such other standing committees as deemed advisable.

ARTICLE III - OFFICERS

Section 1. OFFICERS:

The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. No two of said offices may be held by one person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2. TENURE OF OFFICERS:

All officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of the majority of the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice to the Corporation and unless otherwise specified herein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 3. THE PRESIDENT:

A. The President shall preside at all meetings of the voting membership and of the directors; he shall have general and active management of the business of the Corporation; he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by statute to be otherwise signed and executed and except where the signing and executed thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

B. He shall have general superintendence and direction of all the other officers of the Corporation and shall see to the best of his ability that their duties are performed properly.

C. He shall submit a report of the operations of the Corporation for the fiscal year to the Board of Directors whenever called for by the Board, and from time to time shall report to the Board all matters within his knowledge which the interests of the Corporation may require to be brought to their notice.

D. He shall be an ex officio member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.

Section 4. THE VICE PRESIDENTS:

The Vice President or if there be more than one, the Vice Presidents, according to the order of election or appointment, shall be vested with all powers and duties required to perform the duties of the President in his absence, and such other duties as may be prescribed by the President or the Board of Directors.

Section 5. THE SECRETARY:

A. The Secretary shall keep the minutes of the meetings of the voting membership and of the Board of Directors meetings in one or more books provided for that purpose.

B. He shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by statute. 

C. He shall be the custodian of the Corporate records and of the seal of the Corporation and shall see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provision of these By-Laws or as required by statute.

D. He shall keep a register of the post office address of each member.

E. In general, he shall perform all duties incident of the office of secretary and such other duties as from time to time may be prescribed by the President or the Board of Directors.

Section 6. THE TREASURER:

A. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

B. He shall disabuse the funds of the Corporation as ordered by the President or the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they require it, an account of all transactions as Treasurer and of the financial condition of the Corporation.

C. He may be required to give the Corporation a bond in a sum and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his office, and the restoration to the Corporation in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession belonging to the Corporation. The Corporation shall pay all premiums for issuance of said bond.

D. In general he shall perform all duties incident to the office of treasurer and such other duties as from time to time may be prescribed by the President or the Board of Directors.

ARTICLE IV - MEMBERSHIP

Section 1. CLASSES OF MEMBERSHIP:

The membership of this Corporation shall consist of regular members and such other classes of members as the Board of Directors shall from time to time establish.

Section 2. REGULAR MEMBERS:

Any person, partnership or limited partnership, association or corporate entity is entitled to and does become a regular member of this Corporation upon securing, obtaining or receiving by purchase, devise, gift or assignment, an actual ownership interest in any of the property which is a part, parcel or portion of the properties contained in Tierra Verde, actual or proposed. Said members shall be entitled to one (1) vote in the affairs of the Corporation for each lot, tract or parcel on Tierra Verde owned by said members. In the event that any such lot, tract, or parcel is owned by more than one person, firm or corporation, the membership relating thereto shall nevertheless have only one (1) vote which shall be exercised by the owner or person designated in writing by the owners as the one entitled to cast the vote for the memberships concerned. Regular membership in the Corporation shall cease and terminate upon the sale, transfer or disposition of the member's ownership interest in the property on Tierra Verde.

Section 4. COMMITTEES:

All regular members shall be eligible to serve on any committees.

Section 5. VOTING MEMBERSHIP:

Voting membership shall mean the membership entitled to vote in the affairs of the Corporation at the time that said vote is to be taken.

Section 6. GOOD STANDING

Any and all members who are not in good standing at any time that members are permitted to vote shall have no right to cast votes in connection with the matter that is the subject of the vote. 

ARTICLE V - MEETINGS

Section 1. PLACE:

All meetings of the voting membership shall be held in Tierra Verde, Florida, or such other place as may be stated in a notice thereof. 

Section 2. ANNUAL MEETING:

A. Starting in January of 1988, and each year thereafter, the annual meeting will be held on the third Thursday in January. The main agenda of the annual meeting will be installation of the newly elected Directors, review of the previous year's financial statement (audited or unaudited) and review of the current year's budget.

B. The Board of Directors shall cause the Secretary to give written notice of such annual meeting of each regular member at least twenty (20) days before the date of the meeting.

C. Prior to each annual meeting, the membership entitled to vote shall elect a Board of Directors by mail or in person so as to complete a nine (9) member Board. At all annual meetings of the voting membership, the membership may transact such other business as may properly come before the meeting.

Section 3. SPECIAL MEETINGS:

Special meetings of the voting membership for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President, a majority of the Board of Directors, or by five percent (5%) of the total of the voting membership. Such requests shall state the purpose or purposes of the proposed meeting. The Secretary shall give written notice of such special meeting to each regular member at least twenty (20) days before the date of the meeting. At any special meeting any business requiring a vote must be passed by a majority of the Regular Members voting either in person or by mail.

Section 4. QUORUM:

A. The number of members required to be present at an annual, regular or special meeting of the membership, either in person or by ballot or proxy, in order to constitute a quorum for such a meeting, shall be thirty percent (30%) of the members reflected in the Association's records as of the Record Date (as hereinafter defined) for such a meeting, with the exception that in elections to the Board of Directors, the number of members actually casting votes (in person or by proxy or by ballot) shall constitute a quorum for such elections.

B. The Record Date for all annual, regular or special meetings or members shall be the date of the notice of such meeting, unless the Board of Directors determines an earlier Record Date for specific meetings from time to time, which date can be no earlier than ten (10) days prior to the date of any notice of such meeting given to the members.

ARTICLE VI - NOTICES

Section 1. METHODS:

Notices to directors and members shall be in writing and delivered personally or mailed to the directors or members at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the U.S. mails. Notice to directors may also be given by telegram.

Section 2. WAIVER:

Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the times stated therein shall be deemed equivalent thereto. The attendance of any person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting of the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

ARTICLE VII - FINANCES

Section 1. FISCAL YEAR:

The Corporation shall operate under the calendar year beginning on the first day of January and ending on the 31st day of December each year. The Board of Directors is expressly authorized of change from a calendar year basis to that of a fiscal year basis whenever deemed expedient of the best interests of the corporation.

Section 2. CHECKS:

All checks or demands for money and notes of the Corporation shall be signed by any one of the following officers: President, Vice President, Secretary or Treasurer, or by such officer or such other person or person as the Board of Directors may from time to time designate.

Section 3. BUDGET:

A. The proposed new budget for each new year will be sent out on or before November 1st.

B. If in any given budget year, a surplus of income over expenses should occur, any amount of such surplus over ten percent (10%) of the total budget shall be credited to next year's budget.

C. Budgeted line item amounts can not be exceeded by ten percent (10%) unless approved by the finance committee and the Board of Directors.

D. Except for replacement or repairs any new line items involving capital appropriation proposed in the new budget must be approved by a majority of Regular Members voting either in person or by mail.

E. Budget approval shall occur at the fourth quarter public board meeting.

ARTICLE VIII - SEAL

The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization, and the words "non-profit." Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

ARTICLE IX - STOCK

The Corporation shall never have or issue shares of stock and/or certificates of membership.

ARTICLE X - DEFAULT

Section 1. In the event the owner of a lot, tract, parcel or residence does not pay any of the fees and assessments required to be paid to the Corporation at the time same may be due, the Corporation, acting on its own behalf or through its Board of Directors or their agents, may enforce its lien for the fees and assessments or take such other action to recover the fees to which it is entitled, in accordance with the Certificate of Incorporation, the declarations of restrictions, and any statutes made and provided. If an action of foreclosure is brought against the owner of a lot, tract, parcel, or residence for non-payment of monies due the Corporation and as a result thereof, the interest of the said owner in and to the lot, tract, parcel or residence is sold, then the owner will thereupon cease to be a regular member of the Corporation.

If the Corporation becomes the owner of a lot, tract, parcel or residence by reason of foreclosure, it shall offer said lot, tract, parcel or residence for sale and at such time as the sale is consummated, it shall deduct from such proceeds all sums of money due it for fees and assessments, all costs incurred in bringing of the foreclosure suit, including reasonable attorneys' fees and all expenses incurred in the resale of the lot or parcel, which shall include, but not be limited to, advertising expenses, real estate brokerage fees and expenses necessary for repairing and refurnishing of the improvements, if any, on the lot, tract, or parcel. All monies remaining after deducting the foregoing items of expense shall be returned to the former owner of the lot, tract, or parcel in question.

Section 2. ny member who is more than sixty (60) days delinquent in the payment of any Association assessment(s) shall cease to be in good standing at that time. All members not in good standing, however, shall remain subject to all obligations of members of the Association. Such members' status shall automatically be reinstated to "in good standing" immediately upon curing all such delinquencies.

ARTICLE XI - MISCELLANEOUS

Section 1. BIDDING CORPORATION:

No member, except as an officer of the Corporation, shall have any authority to act of the Corporation or to bind the Corporation.

Section 2. INVALIDITY:

If any By-Law, or part thereof shall be judged invalid, the same shall not effect the validity of any other By-Law or part thereof.

Section 3. Any member who is in violation of the Amended Declaration of Restrictions and Covenants (as modified, amended or restated from time to time) against whom the Association has commenced litigation for such violation shall cease to be in good standing at the time that such litigation is commenced. All members not in good standing, however, shall remain subject to all obligations of members of the Association. Such members' status shall be reinstated to "in good standing" upon a satisfactory resolution of the litigation and when such member no longer is in violation of the restriction (or such earlier date as the Association may, in its discretion, permit).

ARTICLE XII - AMENDMENT OF BY-LAWS

The By-Laws may be altered, amended, or rescinded, if approved by the majority of the regular members voting in person or by mail at a special meeting, provided that the exact text of all proposed changes shall accompany the notice of such special meeting. 

ARTICLE XIII - CONSTRUCTION

Whenever the masculine singular form of the pronoun is used in these By-Laws, it shall be construed to mean the masculine, feminine, or neuter; singular or plural, wherever the context so requires. In the event of any discrepancy between these By-Laws and Certificate of Incorporation, the Certificate of Incorporation shall prevail.

THIS IS A TRUE AND CORRECT COPY OF THE BY-LAWS OF THE TIERRA VERDE COMMUNITY ASSOCIATION, INC. 

CERTIFICATE OF ADOPTION

STEVEN C. DUPRE', the duly elected President of the Tierra Verde Community Association, Inc., and MICHELLE BENNETT, the duly elected Secretary of the Tierra Verde Community Association, Inc., being duly sworn under oath, certify as follows:

1. The Tierra Verde Community Association, Inc., Board of Directors has taken all action necessary to restate the amended By-Laws of the Tierra Verde Community Association, Inc. (The "Association").

2. The Tierra Verde Community Association, Inc., Board of Directors has taken all action necessary to first amend the restated amended By-Laws of the Tierra Verde Community Association, Inc. (The "Association").

3. The attached document entitled "Restated Amended by-Laws of Tierra Verde Community Association, Inc." constitutes a true and correct copy of the By-laws of the Tierra Verde Community Association, Inc., adopted on July 16, 1987 as recorded in Pinellas County Official Records Book 4490, Page 1391 and last amended on January 17, 1991, as recorded in Pinellas County Official Records Book 7556, Page 1521, incorporating certain amendments approved by a vote of the majority of the members of the Association casting votes, which vote was concluded on January 16, 1992 and to first amend the restatement, which vote was concluded on July 23, 1992.

Signed By:Steven C. Dupre', President and Michelle Bennett, Secretary

Notarized Document

As recorded in the public records of Pinellas County, Florida, Official Records Book 9632, beginning on page 661 - recorded March 7, 1997

CERTIFICATE OF ADOPTION - OF BYLAW RESOLUTION

STEVEN B. COHEN, the duly elected President of the Tierra Verde Community Association, Inc., and MARSHA YOUNG, the duly elected Secretary of the Tierra Verde Community Association, Inc., being duly sworn under oath, certify as follows:

1. The Tierra Verde Community Association, Inc., Board of Directors has taken all necessary action to second amend the restated amended By-Laws of the Tierra Verde Community Association, Inc., (the "Association").

2. The attached document entitled "Resolution 96-1" constitutes a true and correct copy of the second amendment to the By-Laws of the Tierra Verde Community Association, Inc., adopted on July 16, 1987 as recorded in Pinellas County Official Records Book 4490, Page 1391 and amended on January 17, 1991, as recorded in Pinellas County Official Records Book 7556, Page 1521, incorporating certain amendments approved by a vote of the majority of the members of the Association casting votes, which vote was concluded on January 16, 1992, and to first amend the restatement, which vote was concluded on July 23, 1992. The second amendment, "Resolution 96-1", was approved by a vote of the majority of the members of the Association casting votes, which vote was concluded on July 23, 1996.

Signed by Steven B. Cohen, President, Marsha Young, Secretary. A Notarized document - March 4, 1997 

RESOLUTION 96-1 TO (1) INCREASE THE QUORUM FOR MEMBERS MEETINGS TO 30% EXCEPT FOR BOARD ELECTIONS, (2) RATIFY PREVIOUSLY ADOPTED BY-LAWS AND ARTICLES OF INCORPORATION, AND (3) RATIFY PRIOR BOARD ELECTIONS.

IT IS HEREBY RESOLVED BY THE MEMBERS OF THE TIERRA VERDE COMMUNITY ASSOCIATION, INC., AS FOLLOWS:

1. The quorum provision for members meetings set forth in Article V, Section 4 of the Association By-Laws, as Amended, hereby is deleted and is replaced by the following text, for a new Article V, Section 4. 

Article V, Section 4. QUORUM:

A. The number of members required to be present at an annual, regular or special meeting of the membership, either in person or by ballot or proxy, in order to constitute a quorum for such a meeting, shall be thirty-percent (30%) of the members reflected in the Association's records as of the Record Date (as hereinafter defined) for such a meeting, with the exception that in elections to the Board of Directors, the number of members actually casting votes (in person or by proxy or by ballot) shall constitute a quorum for such selections.

B. The Record Date for all annual, regular or special meetings of members shall be the date of the notice of such meeting, unless the Board of Directors determines an earlier Record Date for specific meetings from time to time, which date can be not earlier than ten days prior to the date of any notice of such meeting given to the members.

2. The (a) By-Laws adopted by the Association Board of Directors on or about November 30, 1976, amended and effectively restated by the Board on or about July 16, 1987, amended by the members on or about January 17, 1991, amended and restated by the members on or about January 16, 1992, and amended by the members again on or about July 23, 1992, and as amended by this Resolution 96-1, (b) the Certificate or Articles of Incorporation, as amended most recently by the instrument recorded on or about February 19, 1992, at Official Records Book 7817, beginning at 1930 of the Public Records of Pinellas County, Florida, and all prior elections to the Association Board of Directors all hereby are ratified by the members, with each of those items being effective as of the dates on which they were previously adopted or elected by the Board or members, as the case may be, regardless of whether there was a duly constituted quorum present in person or by ballot at the meetings at which those items were previously adopted.

3. The officers and directors of the Association are authorized and directed to take such action and execute and deliver such documents as may be necessary to implement this Resolution 96-1.

CONFIRMATION OF ASSIGNMENT OF AUTHORITY UNDER DECLARATIONS

Recorded in Official Record Book 7195, beginning on Page 2025, Public Records of Pinellas County, Florida.

This Instrument of Assignment is made and executed by and between DELVERDE, INC., a Florida Corporation (hereinafter referred to as "DELVERDE"), managing partner of Tierra Verde Company, a Florida joint venture, as Assignor, and TIERRA VERDE COMMUNITY ASSOCIATION, INC., a Florida Corporation (hereinafter referred to as "COMMUNITY ASSOCIATION"), as Assignee.

RECITALS:

A. Tierra Verde Corporation, later known as "Tierra Verde City, Inc.," as the owner of certain property located in Pinellas County, Florida and described as TIERRA VERDE, UNIT ONE as the same appears in Plat Book 57, Pages 42 through 55, Public Records of Pinellas County, Florida, did execute and cause to be recorded in O.R. Book 1223, Page 321, et seq., Public Records of Pinellas County, Florida, that certain Declaration of Restrictions and Covenants, as subsequently amended, which established certain rules, regulations and restrictions governing the development, improvement and use of the said TIERRA VERDE, UNIT ONE property; and,

B. DELVERDE is a corporation lawfully existing under the laws of the State of Florida and is the managing general partner of Tierra Verde Company, a joint venture between Delverde, Inc. and Madonna Corporation, a Florida Corporation. Tierra Verde Company is the successor in interest to Tierra Verde Corporation in the ownership of property comprising or being a part of TIERRA VERDE, UNIT ONE, as above described; and,

C. Tierra Verde Company, as successor to Tierra Verde Corporation as to TIERRA VERDE, UNIT ONE, as above described, and as the owner of certain real property known as TIERRA VERDE, UNIT TWO as the same appears in Plat Book 82, Pages 65 through 69, Publica Records of Pinellas County, Florida, and TIERRA VERDE, UNIT THREE as the same appears in Plat Book 85, Pages 79 through 80, did execute and cause to be recorded in O.R. Book 5116, Page 1706, Public Records of Pinellas County, Florida, that certain Declaration of Restrictions, as subsequently amended, which Declaration of Restrictions pertaining to TIERRA VERDE, UNIT TWO and TIERRA VERDE, UNIT THREE, as amended, together with the Declaration of Covenants and Restrictions pertaining to TIERRA VERDE, UNIT ONE, as above described, shall be hereinafter collectively referred to as the "Declarations"; and,

D. Pursuant to the terms and provisions of the Declarations, Tierra Verde Company has held and exercised the right, power and authority to administer and enforce the rules, regulations and restrictions set forth and stated therein, including the right and authority to review and approve all residences, additions thereto, add-on, accessories, pools, fences, hedges or any other such structures before there are erected, placed, constructed, altered or maintained, new building construction and any alterations or additions to existing structures by and through a committee referred to in the Declaration as "Architectural Design Committee" and/or "Architectural Board" to be appointed, from time to time, by Tierra Verde Company or by its authorized agent, which right, power and authority has been previously delegated to and has been exercised by COMMUNITY ASSOCIATION; and,

E. COMMUNITY ASSOCIATION is a corporation lawfully created and existing for the purpose of promoting the general and social welfare of the Tierra Verde Community, consisting of those lands comprising TIERRA VERDE, UNIT ONE and TIERRA VERDE, UNIT TWO and TIERRA VERDE, UNIT THREE and all re-plats thereof, and to preserve and enhance the properties of the community and enforce provisions of the deed restrictions and zoning requirements of the community.

F. DELVERDE and COMMUNITY ASSOCIATION have mutually agreed that COMMUNITY ASSOCIATION is the appropriate entity to enforce the provisions of the Declarations, including the right, power and authority to appoint the Architectural Design Committee.

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DELVERDE, for itself and as managing general partner of Tierra Verde Company, does hereby assign, transfer and convey to the COMMUNITY ASSOCIATION, and its successors and assigns, any and all rights, powers, authorities, entitlements and responsibilities which Tierra Verde Company has under the pursuant to the Declarations, including but not limited to the right to enforce all rules, regulations and restrictions which are set forth and stated in the Declarations and the further specific right to appoint the Architectural Design Committee and/or Architectural Board to exercise all rights and powers as are set forth and stated in the Declarations, as amended. This Assignment is made subject to the following terms and provisions:

1. The COMMUNITY ASSOCIATION is to be deemed the successor of Tierra Verde city, Inc., formerly known as "Tierra Verde Corporation," as to TIERRA VERDE, unit 1, and the successor and assign of Tierra Verde Company as to TIERRA VERDE, unit 2 and TIERRA VERDE, Unit 3, as set forth in the Declarations, for purposes of having the right, power and authority to administer and enforce all rules, regulations, restrictions set forth and stated therein, including but not limited to the right and authority to review and approve all residences, additions thereto, and other structures in accordance with the terms and provisions of the Declarations, as amended including without limitation, such rights, powers and authority as set forth in Section 8.03 thereof.

As the successor and assign of Tierra Verde City, Inc. And Tierra Verde Company under the Declarations, the COMMUNITY ASSOCIATION shall hereafter have all rights, powers, authorities and responsibilities of each said predecessor and thereunder; and the responsibilities of the COMMUNITY ASSOCIATION shall be limited to those of its predecessors as specifically set forth and stated in the Declarations, as amended. 

2. COMMUNITY ASSOCIATION hereby ratifies and confirms its acceptance of the Assignment herein-above stated and described, and all rights, entitlements and obligations created hereby or arising here from, and further agrees to assume all rights and responsibilities of Tierra Verde Company under the Declarations.

3. DELVERDE, for itself and for and on behalf of Tierra Verde Company, hereby represents and warrants as follows:

3.1 That there are no known liabilities, litigation, claims or obligations known by DELVERDE pertaining to the subject Declarations.

3.2 DELVERDE, for itself and for and on behalf of Tierra Verde Company, does hereby agree to hold the COMMUNITY ASSOCIATION harmless of and from any and all liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fee or charge, which the COMMUNITY ASSOCIATION may incur or be compelled to address by reason of the following:

a. Any approval or disapproval with respect to architectural reviews under the Declarations conducted by COMMUNITY ASSOCIATION'S predecessors; or

b. Any interpretation, reformation or invalidation of the terms and provisions of the Declarations by the COMMUNITY ASSOCIATION'S predecessors; or

c. Any and all liabilities, claims or obligations pertaining to the actions taken by COMMUNITY ASSOCIATION'S predecessors with respect to the terms and provisions of the Declarations.

4. The COMMUNITY ASSOCIATION agrees to indemnify and hold DELVERDE and Tierra Verde Company harmless of and from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fee or charge, incurred resulting from actions taken by the COMMUNITY ASSOCIATION with respect to the Declarations.

EXECUTED by DELVERDE this 22nd day of January, 1990. DELVERDE, INC., a Florida corporation, individually and as managing partner of Tierra Verde Company, a joint venture between DELVERDE, INC. and MADONNA CORPORATION.

This is a notarized document between Delverde, Inc., managing partner of TIERRA VERDE COMPANY, signed by Earle D. Cortright, Jr., Vice President, on January 22, 1990 and TIERRA VERDE COMMUNITY ASSOCIATION, INC., a Florida Corporation, signed by Ronald Broadway, President, on February 7, 1990. 

UNIT 1 - AMENDED AND RESTATED DECLARATION OF RESTRICTIONS AND COVENANTS

A recorded document in Pinellas County, Florida ORB 8781/0536 on September 13, 1994.

HISTORY

A. On August 2, 1961, Terra Verde Corporation caused the following described property (the "Initial Tierra Verde Property") then owned by it to be subjected to certain restrictions and covenants running with the land by causing that certain DECLARATION OF RESTRICTIONS AND COVENANTS (the "Original Restrictions") to be recorded in Official Record Book 1223, Pages 321 through 335, inclusive:

Tierra Verde, unit one, as the same appears in Plat Book 57, Pages 42 through 55; and TIERRA VERDE, UNIT ONE, FIRST REPLAT, as the same appears in Plat Book 59, Pages 85 through 87; and TIERRA VERDE, UNIT ONE, SECOND REPLAT, as the same appears in Plat Book 59, Pages 90 through 94; and TIERRA VERDE, UNIT ONE, THIRD REPLAT, as the same appears in Plat Book 60, Pages 2 through 3; and TIERRA VERDE, UNIT ONE, FOURTH REPLAT, as the same appears in Plat Book 60, Pages 25 through 27, all according to the public records of Pinellas County, Florida.

B. On September 14, 1964, Tierra Verde City, Inc. ("Tierra Verde City"), formerly known as Terra Verde Corporation, amended the Original Restrictions by causing that certain Amended Declaration of Restrictions and covenants (the "Amended Restrictions") to be recorded against the initial Tierra Verde property at Official Record Book 2001, beginning at Page 761, of the Public Records of Pinellas County, Florida.

C. On May 20, 1977, Tierra Verde Company, a partnership between Madonna Corp., a Florida corporation, and Delverde, Inc., a Florida corporation amended the Amended Restrictions by causing that certain amendment to the amended Declaration of Restrictions and covenants to be recorded against the Initial Tierra Verde Property at Official Records Book 4550, beginning at Page 223, of the Public Records of Pinellas County, Florida.

D. On June 19, 1978, Tierra Verde Company a partnership between Madonna Corp., a Florida corporation, and Delverde, Inc., a Florida corporation, caused that certain Second amendment to the Amended Declaration of Restrictions and Covenants to be recorded against the Initial Tierra Verde Property at Official Records Book 4711 beginning at Page 439 of the Public Records of Pinellas County, Florida.

E. n December 4, 1980, Tierra Verde Company, a partnership between Madonna Corp., a Florida corporation, and Delverde, Inc., a Florida corporation, caused that certain Third Amendment to the Declaration of Restrictions and Covenants to be recorded against certain of the Initial Tierra Verde Property (to add lots to such property) at Official Records Book 5116 beginning at Page 1724 of the Public Records of Pinellas County, Florida.

F. On or about January 22, 1990 Delverde, Inc., a Florida corporation, as managing partner of Tierra Verde Company, a Florida joint venture between Delverde, Inc. And Madonna Corporation, a Florida corporation (which joint venture is the successor in interest to Tierra Verde City, Inc. Formerly known as Tierra [sic] Verde Corporation, executed and delivered to the Tierra Verde Community Association, Inc. (The "Association"), that certain CONFIRMATION OF ASSIGNMENT OF AUTHORITY UNDER DECLARATION (the "Confirmation of Assignment") assigning, among other things all rights it had under the Amended Restrictions as the Corporation, including but not limited to all of its rights under Restriction G-33, section 8.03 of the Amended Restrictions, to change the Amended Restrictions in whole or in part. The Confirmation of Assignment was recorded at official Record Book 7196 beginning at Page 2025 of the Public Records of Pinellas County, Florida.

G. On September 8, 1994 the Association duly adopted this Restated Declaration of Restrictions and Covenants (the "Restated Restrictions") and directed that the Restated Restrictions be duly recorded in the Public Records of Pinellas County, Florida.

ACCORDINGLY, the following restrictions and covenants hereby are imposed upon each and every lot, parcel, piece of land and portions thereof located within the Tierra Verde Property (as defined herein): 

ARTICLE 1. -- DEFINITIONS

1.01 "ARB" shall mean and refer to the Architectural Review Board appointed by the Board from time to time which shall consist of not less than three (3) members with powers of regulation and approval of land use, variances and other matters set forth herein.

1.02 The "Association" shall mean and refer to the Tierra Verde Community Association, Inc., a not-for-profit Florida corporation, its successors or assigns.

1.03 "Board" shall mean and refer to the Board of directors of the Association.

1.04 "Grantee" or "Owner" shall mean and refer to any and all purchaser or holder of title to any and all real property, including but not limited to, any and all lots, land, property and units that constitute any portion of the Tierra Verde property, along with his, her or its or their grantees, heirs, executors, administrators, successors or assigns.

1.05 "Improvement" shall mean and refer to any and all physical improvements, alterations or additions of, to, or for any building, structure, utility, facility, fence, wall, seawall, sign, billboard, landing, dock, pier, slip, marina, mooring post, water well, performed or to be performed for or by the Grantee upon any lot, land, property or units of a Grantee.

1.06 "Lot," "Land" or "Property" shall mean and refer to any and all land and improvements within the Tierra Verde property conveyed to any Grantee and/or improvements constructed thereon.

1.07 "Pronouns" - the use of masculine pronouns herein includes the feminine or neuter, and the use of the singular number or word includes the plural and vice versa.

1.08 "Reasonable manner," as used in section 3.015 shall be defined as follows: (I) height of grass lawns will be a maximum of five (5) inches; (ii) gravel lawns or surfaces will be free of weeds; (iii) flower beds will be free of weeds; (iv) dead plants or shrubs will be removed from flower beds; (v) trees will be free of dead limbs; (vi) dead trees will be removed and/or replaced; (vii) exterior of homes (buildings) will be free of major scaling, peeling or surface cracking.

1.09 "Restrictions" shall mean the restrictions, conditions, limitations, covenants, agreements, and declarations and all other provisions contained herein, or as amended, modified or otherwise duly changed hereafter.

1.10 "Tierra Verde" or the "Tierra Verde Property" shall mean and refer to that real estate or portions thereof including, but not limited to, such property as may have been added to the property described as follows by any of the prior amendments to the original Restrictions or the Amended Restrictions:

TIERRA VERDE, UNIT ONE, as the same appears in Plat Book 57, Pages 42 through 55; and TIERRA VERDE, UNIT ONE, FIRST REPLAT, as the same appears in Plat Book 59, Pages 85 through 87; and TIERRA VERDE, UNIT ONE, SECOND REPLAT, as the same appears in Plat Book 59, Pages 90 through 94; and TIERRA VERDE, UNIT ONE, THIRD REPLAT, as the same appears in Plat Book 60, Pages 2 through 3; and TIERRA VERDE, UNIT ONE, FOURTH REPLAT, as the same appears in Plat Book 60, Pages 25 through 27, all according to the Public Records of Pinellas County, Florida.

1.11 "Unit" shall mean a condominium unit, as defined in Chapter 718 of the Florida Statutes or such amendments thereto as may be adopted hereafter, a dwelling unit within a cooperative parcel, as defined in Chapter 719 of the Florida Statutes or such amendments thereto as may be adopted hereafter, a dwelling unit parcel that is subject to the time share or vacation club form of ownership as provided for under Chapter 721 of the Florida Statutes or such amendments thereto as may be adopted hereafter, or other like dwelling units or parcels of property.

ARTICLE 2. -- THE ASSOCIATION

2.01 The Association shall have the right, but not the duty, among other things, (I) to perform community duties and services on public or dedicated land and improvements within the Tierra Verde Property for the benefit of all real estate within the Tierra Verde property, and (ii) to administer the Restrictions, all subject to budget constraints and the discretion of the Board.

2.02 The rights granted to the Association hereunder shall not in any way impair the rights of any and all other Grantees to seek enforcement of the Restrictions on their own.

ARTICLE 3. -- RESIDENTIAL RESTRICTIONS

The restrictions contained in this Article shall be applicable to all single-family lots, land, property, units (other than units that are located within an area zoned by Pinellas County for commercial use) and other forms of improvements within Tierra Verde that are located within any area zoned by Pinellas County for single- or multi-family residential use.

3.01 HOME OCCUPATIONS. No manufacturing, trade, business, commerce, industry, profession or other occupation whatsoever shall be conducted or carried on upon any property or part thereof other than permitted home occupations. This restriction is intended to preserve the residential character of the neighborhoods within the Tierra Verde property. Home occupations shall be permitted on a lot, land or property and in units so long as the carrying on of such occupation is invisible outside of the residence. Any home occupation shall be permitted by the transactions so long as it confirms to at least to the following requirements:

3.01.1 The use must be conducted entirely within a dwelling unit and not be visible from the street or neighboring dwellings, and may be carried on only by members of a family residing therein. The home occupation is to be clearly incidental and secondary to the use of the dwelling for dwelling purposes and is not to change the residential character or appearance thereof.

3.01.2 Notwithstanding any other provision of the Restrictions, permitted home occupations shall not include the manufacture, repair, renovation or modification of any auto, boat, machinery or equipment or any similar type of occupation that is not compatible with the residential character of the neighborhood.

3.01.3 No materials or stock in trade are to be sold on the premises or stored outside the dwelling, although up to 2 yard or garage sales may be conducted in any given 12-month calendar period.

3.01.4 No occupational use of the property shall be permitted if it creates or allows offensive vapors or fumes, and no occupational use shall be permitted where noise, light, dust, or vibration extends beyond the interior of the improvements within which the occupation is conducted.

3.01.5 All activities association with the home occupation shall be conducted entirely within a dwelling. There shall be no sign, display or other visible evidence that would indicate that the dwelling is being utilized for any other use than a dwelling, unless such display or evidence is located inside of the dwelling in a fashion as not to be visible from the street or adjoining parcel(s).

3.01.6 There shall be no physical change or alteration to the exterior appearance of a structure that would not be appropriate to its use as a dwelling.

This restriction shall not be construed to prohibit the rendering of emergency medical care by a physician or surgeon and transportable facilities required for such emergency treatment, although this restriction should not be construed to allow the establishment of any permanent or semi-permanent facility for such treatment at a regular location.

3.02 LIVESTOCK, POULTRY AND PETS. No animals, poultry, fowl or livestock of any kind shall be kept, raised or bred on any lot, land or property or units, except not more than three (3) domestic household pets may be kept; provided however, that the same shall be kept under full and effective control of the Grantee.

3.03 CLOTHES LINES . Upon approval of the association a clothes line may be permitted. The grantee shall not place upon his, her or its premises a clothes line which shall be visible from a street or waterway.

3.04 GARAGES, CARPORTS AND OUTBUILDINGS. All garages, carports and other buildings that might be characterized as outbuildings shall be attached to and made a part of the main residential building, except that this restriction shall not apply to property in which any units are located.

3.05 SET BACK LINES. All buildings must follow set back requirements adopted from time to time by Pinellas County Zoning Commission regulations, the current ones having been adopted March 15, 1993.

3.06 MINIMUM BUILDING REQUIREMENTS. No dwelling shall exceed County height restrictions, and exclusive of porches, garages, patios, breezeways, or other open or semi-open or screened enclosure, shall have a living area of not less than 2,000 square feet, except that this restriction shall not apply to the size of any units. (Outside wall dimensions shall be used for the purpose of measurement for compliance with this restriction.) All buildings ;that have a living area less than 2,000 square feet that are under construction or completed on or before the effective date of these restrictions shall be grand fathered in as permitted under these restrictions, but only for purposes of complying with the Minimum Building Requirements restriction.

3.07 SEAWALLS. Seawalls adjoining lots that are located within an area zoned as residential or multi-family residential shall be maintained and kept in good repair by Grantee at all times. Upon failure of Grantee to do so, the Association, upon ten (10) days' notice to Grantee, may enter the lots containing the offending seawalls and may perform such obligation of Grantee, and the costs thereof shall be paid by the Grantee to the Association. Further, such costs shall become a lien upon the property until paid, including a reasonable attorney's fee for the collection thereof.

3.08 PUBLIC AREAS. Any public beaches, areas, buildings, structures, which may have been dedicated by the Corporation, or which may hereafter be acquired by or dedicated to the Association or others are for the exclusive use of the Grantees, residents of Tierra Verde, and their guests.

3.09 ANTENNAE AND SIGNAL RECEIVING DEVICES. All antennae and other electronic or other signal receiving or transmitting devices (e.g., Television antennae, satellite dishes, amateur or citizens band radio antennae, microwave dishes and the like) shall be allowed, but must be hidden from view or, if visible from off the property on which it is placed, must be disguised as something else that is not otherwise prohibited by the restrictions.

3.10 UNDERGROUND WIRING. All public or private transmission and service wiring for electrical, communication and community television systems, services, and service lines must be installed and buried underground and in accordance with applicable codes.

3.11 WATER WELLS. Water wells and pumps shall be permitted upon a lot solely for the purpose of watering and caring of plants, trees, lawns, flowers and the like. Any such wells and pumps shall be neatly concealed, protected, safe and shall be electrically operated.

3.12 GARBAGE AND REFUSE DISPOSAL.

3.12.1 All garbage and food wastes must be kept and contained in sanitary containers or disposed of through garbage disposal systems inside the homes or improvements that are maintained in locations not detrimental to adjoining Grantees. Containers shall be sufficient in number or size to contain the same until collection or disposition thereof by the disposal agency or Grantee.

3.12.2 No property shall be used or maintained as a dumping ground for rubbish, trash, storage of materials or other debris. All fronts, sides or rear of any lot, structure or building shall be kept clean and free of any boxes, containers, rubbish, garbage, trash or other debris. There shall be no incinerators or similar equipment for the disposal of such material.

3.13 LIMITATIONS UPON WALLS, FENCES AND HEDGES. No fence, wall or hedge shall be permitted on any lot in front of the front building wall. No fence, wall or hedge of more than six (6) feet in height shall be permitted on any other area of a lot. Fences, walls or hedges along a seawall or within 15 feet of a seawall, however, shall be no more than four feet (4') in height and shall be at least fifty percent (50%) transparent.

3.14 HEATING AND AIR CONDITIONERS. Where petroleum fueled heating facilities are used, fuel shall be stored in underground tanks or in a tank within the building being heated if such within-the-building facility is otherwise permitted by applicable regulations and ordinances. Air conditioning units and propane storage tanks shall not be installed in "set back" areas or in front of any houses. Such units and storage tanks shall be placed or screened so as to be concealed from view.

3.15 MAINTENANCE OF PROPERTY.

3.15.1 Each Grantee shall maintain, mow and take care of the area between the curb, or edge of roadway and lot line adjoining his property. No plantings shall be permitted upon such areas except trees, low plantings and good perennial lawn grasses. No Australian Pine or Brazilian Pepper trees shall be permitted upon any part of Tierra Verde.

3.15.2 Each lot that is not vacant shall be landscaped in a reasonable manner.

3.15.3 No fence, wall hedge, shrub or other planting shall obstruct the line of sight at any intersection or other locations such as to create a dangerous traffic condition.

3.15.4 All lots shall be maintained by or at the expense of the owner(s) of such lots. All property and improvements shall be maintained in a reasonable manner at all times.

3.15.4(a) With respect to improved lots, the owner(s) of a lot shall bring his landscaping up to standard within 30 days after receiving written notice from the Association that the same does not comply.

3.15.4(b) With respect to vacant or unimproved lots, including such lots as may be located within areas zoned for commercial use, the Association shall have the right, with reasonable notice to the owner(s) to maintain such lots by regularly mowing and trimming grass, shrubbery and vegetation, and hereby is granted the right to enter upon such vacant or unimproved lots to accomplish such maintenance. Reasonable notice shall include, but not necessarily be limited to, 30 days' prior notice. The owner(s) of such lots shall be assessed a reasonable charge determined by the Association for such maintenance. If the owner(s) fail to pay such charges within 30 days of when the charges are incurred, such charges shall become a lien on the subject property upon the filing of a Notice of Lien by the Association, which lien shall remain on the property until paid.

3.16 DRIVEWAYS AND PARKING AREAS. All areas, parking areas and driveways used for motor vehicle purposes must be covered with a suitable base material and bituminous or other surface material as may be approved from time to time by the ARB, its equal or better. All vehicles parked in these areas must be currently licensed. Boats, trailers, motor homes (i.e. vehicles equipped with cooking, plumbing, refrigeration or toilet facilities), or commercial vehicles shall not be kept on any lot, driveway or parking area except under circumstances as set forth below:

3.16.1 No commercial truck, work van or other commercial vehicle of any kind shall be permitted to be parked for a period of more than ten hours unless such vehicle is necessary in the actual construction or repair of a structure or for ground maintenance.

3.16.2 No commercial truck, work van or other commercial vehicle of any kind, and no motor home shall be permitted to be parked overnight unless kept fully enclosed inside a structure. However, a Grantee may park a motor home overnight three nights only in preparing for or returning home from a trip.

3.16.3 No boat, boat trailer or other trailer of any kind, camper, mobile home or disabled vehicle shall be permitted to be parked or stored unless kept fully enclosed inside a structure, except that boats and personal watercraft on boat or water craft trailers may be stored overnight on driveways for no more than three nights.

3.16.4 None of the vehicles mentioned in this section 3.16 shall be used as a domicile or residence, either permanent or temporary.

3.17 SIGNS-BILLBOARDS. In order to preserve and promote the aesthetic appearance of the community, only one sign of up to four (4) square feet in area shall be allowed, except that lots on the water (i.e. with seawalls) and corner lots may have displayed thereon a second sign facing the water or the second street of up to 4 square feet, and except that parcels of property used as multi-family parcels, such as, but not necessarily limited to, condominium and time share projects, shall be permitted to have larger signs identifying the name of the project. All signs shall be limited to advertising the rental or sale of the particular property on which the sign is placed.

3.18 TEMPORARY STRUCTURES. No structure of a temporary character, trailer, shack, garage, barn, or other out building shall be used, built, occupied or moved on any lot at any time either temporarily or permanently; except that a trailer or a temporary building may be utilized by a builder, contractor, subcontractor or other worker during the construction or improvement, but in no event shall said trailer or building be maintained upon the property beyond the date a certificate of occupancy is issued for such improvement.

3.19 EASEMENTS. An easement of five (5) feet in width, over, parallel to, along side of, and immediately within the side and rear boundary line of each lot (except the rear (waterside) boundary line of waterfront lots) hereby is reserved to the Association, in addition to those easements previously platted or in use. All of said easements shall be for the placement, construction, installation, maintenance, removal, servicing repair, alteration and operation of or for mains, utilities, drainage and other systems, devices, facilities, services and appurtenances, and the Association shall have the rights of ingress, egress and use in, into, over, under and of said easement for the purposes designated and further, the right of assignment of such easement or any part thereof to one or more private, public, or quasi public utility company, in addition to all other rights, remedies and privileges. The Association may release in writing to the Grantee of any lot any easement or part thereof reserved to the Association, and the remaining easements herein reserved shall remain and continue in full force and effect. No person, firm, organization, corporation (including assignees of the Association) are permitted to use said easements, or any part thereof, without prior written permission of the Association. Grantee may plant, fence or seed over such easement, subject to the rights of the Association in and to that easement. In addition, an easement hereby is reserved to the Association over the vacant lots so that it can exercise such rights to maintain the lots as are provided in Section 3.15.

3.20 ARCHITECTURAL REVIEW BOARD.

3.20.1 The Association shall establish the ARB. All plans and specifications for constructing or improving any and all property or improvements or units shall be submitted for approval by the ARB, and no construction shall commence prior to receiving approval by the ARB that such plans and specifications conform to the Restrictions. Within thirty (30) days after receipt of such plans and specifications, the ARB shall approve or reject same in whole or in part, provided that unless same are approved within said period same shall be deemed to have been rejected. Only such improvements as are approved by the ARB or the Association shall be erected or maintained by the Grantee.

3.20.2 The Association Board shall be authorized to grant variances or exceptions from the restrictions and any applicable rules, standards, regulations, and procedures established by the ARB where, owing to existing or special conditions and circumstances, a literal enforcement of the provisions thereof would result in hardship, provided said variance or exception does not adversely affect the uniform development and quality of the community. In granting any variance or exception, the Association Board may prescribe any conditions and safeguards, when made a part of the terms under which such variances or exceptions are granted, which variances or exceptions shall not be deemed a violation of these restrictions.

3.21 MULTIPLE LOTS. Should more than one lot, as shown on the plat of Tierra Verde, be used as a single building site, the restrictions shall apply as though the entire building site were one lot.

3.22 GOVERNMENT RESTRICTIONS. Any and all applicable provisions of any federal, state, county or city law, statute, ordinance, charter, restrictions, rules, regulations, use, zoning restrictions, permits and licensing, etc., whether presently in force or subsequently made applicable to the property described herein, are made a part of the restrictions set forth herein.

3.23 NON-WAIVER. The failure of any person, firm or corporation entitled to enforce any restriction, obligation, right or power herein contained to enforce same, however long continued, shall in no event be deemed a waiver of the right to enforce thereafter these rights as to the same violation or as to a breach or violation occurring prior to or subsequent thereto. Upon the written request of a Grantee, the Association, in its sole discretion, shall have the right, but not the obligation, to waive or grant a variance from, either temporarily or permanently, the application of any of the restrictions to any lot, parcel or property, provided that written notice of the Grantee's request is provided to all contiguous property owners and other property owners within a 300-foot radius of the subject Grantee at least 30 days prior to the date when the Association Board will meet to consider whether or not to grant such variance or waiver. Any such variance or waiver shall be binding upon all Grantees.

ARTICLE 4. -- COMMERCIAL PROPERTY

The use of all lots, property, land and units located within areas zoned for commercial use ("Commercial Property") by Pinellas County (or such other governmental unit as may hereafter govern or have jurisdiction over such zoning issues) shall be controlled by any and all applicable provisions of any federal, state, county or city law, statute, ordinance, charter, restrictions, rules, regulations, use, zoning restrictions, permits and licensing, etc., whether presently in force or subsequently made applicable to any such property (all of which are made a part of these restrictions by this reference). The provisions of Article 3 shall not apply to commercial property, except that unmaintained vacant or unimproved commercial property shall be subject to the provisions of paragraph 3.15.4(b).

ARTICLE 5. -- FEES, ASSESSMENTS, ADMINISTRATION AND REMEDIES

The restrictions contained in this Article shall encumber all of the Tierra Verde property, whether residential in character or not and whether commercial property or not.

5.01 COMMUNITY SERVICE. Grantee is hereby placed on notice of the existing Certificate or Articles of Incorporation of the Association, dated June 27, 1961, and any and all amendments and restatements thereto that have been or subsequent to the recordation of these restrictions are adopted from time to time, which are made a part hereof in every respect as if fully set forth herein. Each Grantee or subsequent Grantee shall be, and is hereby bound by the terms and conditions (including all rights and liabilities) set forth therein, provided, however, that nothing in these restrictions shall, except as otherwise expressly set forth herein, operate to create or maintain any personal liability of any Grantee or Owner for the liabilities or obligations of the Association or the officers, directors, employees or agents thereof.

5.02 ASSESSMENTS AND CHARGES. Each Grantee covenants that each and every parcel of property within the Tierra Verde property or improvement erected by or for Grantee, shall be subject to an annual charge annually determined by the Association based on the Pinellas County net assessed valuation of the property for the current year in such amount as will be necessary to provide for maintenance, servicing, operation and repair of public improvements and services and administration of the restrictions. Each Grantee covenants to pay said charges in quarterly installments, or at such other times as the Association may permit, due on the first day of January, April, July and October in each and every year and further covenants that said charge shall on said dates in each year become a lien on the land and improvements of the Grantee and shall continue to be such a lien until fully paid. Such charges and assessments shall be devoted to the administration, maintenance, operation, servicing and repair of public improvements and services on Tierra Verde, administration of the restrictions and such other public purposes as shall from time to time be determined by the Association. The charges and assessments herein provided for shall be payable to the Association. The Association is authorized to take all actions necessary or appropriate to file and otherwise perfect such lien(s) and to collect such charges and assessments. Each Grantee by acceptance of conveyance or ownership from any person hereby expressly vests in the Association the right and power to bring all actions against the Grantee thereof for the collection of such charge and to enforce and foreclose the aforesaid lien therefor.

5.03 REMEDIES FOR VIOLATIONS.

5.03.1 Violations or breach of any restrictions herein contained by any Grantee or any other person leasing, occupying, using or otherwise in possession of all or any portion of the Tierra Verde property, or by virtue of any judicial proceeding, shall give the Association or any Grantee in Tierra Verde, or any group of one or more Grantees, in addition to all other remedies allowed by law or equity, the right to proceed in law or in equity, to compel compliance with the terms of said restrictions, and/or to prevent the violation or breach of any of them.

5.03.2 In addition to such remedies as are described in paragraph 5.03.1, the Association shall have the following rights and remedies, among others:

5.03.2(a) Whenever there shall have been built on any lot any improvement of any kind which is in violation of these restrictions, the right, after receiving judicial authorization after notice and a hearing, to enter upon the property where such violation of these restrictions exists and summarily abate or remove the same at the expense of the Grantee, and such entry and abatement or removal shall not be deemed a trespass; and

5.03.2(b) The right to establish a system of reasonable monetary assessments that can be imposed by the Board of Directors of the Association against the property in violation or breach of the restrictions to cover the costs and damages suffered by other Grantees and the Association for whose benefit the restrictions have been adopted, which assessments shall become liens against the property occupied or otherwise possessed by the party violating the restrictions upon the recording of a Notice of Lien in the Public Records of Pinellas County. The Association hereby is authorized to take all actions necessary or appropriate to file and otherwise perfect such lien(s) and to collect such assessments, so long as (I) a published assessment schedule has been previously approved by the Board of the Association and is available for inspection at the Association's office during its normal business hours, and (ii) the violation or breach of the restrictions remains uncured more than ten (10) days after the date the Association notifies the registered owner of the property of the violation. Such notification shall be deemed to have been provided on the date that the Association mails a written notice of the violation and the assessment by certified mail, return receipt requested, to the most recent address of the owner of the property reflected in the Association's records.

5.03.3 In connection with any effort to enforce the restrictions, the prevailing party shall be entitled to recover his reasonable costs, attorneys fees and other expenses incurred in connection with such effort, whether or not such effort results in litigation or any form of appeal or review. If the Association is the prevailing party that incurs such costs, attorneys fees or other expenses in connection with such an effort, such costs, attorneys fees and expenses shall become a lien against the property that is the subject of the violation of the restrictions.

ARTICLE 6. -- GENERAL PROVISIONS

6.01 COVENANT RUNNING WITH THE LAND. The restrictions shall run with the land and shall be construed as a covenant running with the land for such period of time with extensions thereof as provided in Section 6.05 herein, or until such time as the property described herein has been included within a municipality which has assumed the responsibility and is in fact furnished and discharging the public services herein described, whichever event first occurs. Should only a part of the lands described herein be included in a municipality, this covenant shall terminate only as to said included lands and shall remain in force and effect as to lands not so included. The restrictions apply to the use of any of the Tierra Verde property and thus any person occupying or using such property (e.g. any lessee, guest, invitee, agent, representative or other person occupying or using such property), whether or not a Grantee or Owner, shall be governed by the restrictions insofar as such use is concerned.

6.02 NOTICE. Wherever written notice is required under these restrictions, such notice shall be deemed as having been given on the date that the same is deposited in the united States Mail, certified mail, return receipt requested, addressed to the person to whom such notice is being given at the last known address available for such person within the records of the Association.

6.03 INDEMNIFICATION. The Association, its Board, and the officers, directors and members thereof shall not be deemed to have assumed any liability with regard to the enforcement of, or failure to enforce, the restrictions or any minimum standards for improvements, and no act or omission shall be construed to impose any liability upon the Association, its Board or the officers, directors and members thereof for damages which any Grantee may sustain, except as expressly provided for herein. Grantees shall be responsible for the safety and quality of any improvement constructed or erected by or for said Grantee.

6.04 SEVERABILITY. The invalidity or unenforceability of any of these restrictions by judgment or court order shall in no way affect the validity or enforceability of any of the other provisions of these restrictions, which provisions shall remain in full force and effect. In the event that all of these restrictions shall be invalidated for any reason, then the Amended Declaration shall be reinstated as if it has been extended for 25 years on the 30th anniversary of its recordation date.

6.05 TERM OF RESTRICTIONS. These restrictions are to run with the land and are hereby incorporated by reference in all future deeds or other instruments of conveyance. The grantee or occupant of each and every lot or parcel of land in Tierra Verde by acceptance of title thereto or by taking possession thereof, covenants and agrees for himself, his heirs, executors, administrators, successors and assigns, that it will comply and abide with and by each of the restrictions contained herein, and shall be and is hereby bound by the terms and conditions of these restrictions, and that it will exert its best efforts to keep and maintain the land in Tierra Verde as an area of high standards. These restrictions shall be in force and effect for a period of ten (10) years from the date they are recorded, after which time said restrictions shall be automatically extended for successive periods of ten (10) years unless an instrument, signed by a majority of the ten voting members in good standing of the Association or by the Association, which shall abide by the will of a majority of the then voting members who have voted thereon so long as at least twenty-five percent (25%) of all then voting members in good standing have cast votes by signed ballots, has been recorded, agreeing to change said restrictions in whole or in part.

IN WITNESS WHEREOF, TIERRA VERDE COMMUNITY ASSOCIATION, INC., by authority of its Board of Directors, has caused this instrument to be signed by its President and its Secretary this 8th day of September 1994.

Signed by George R. Morgan, President and Steven C. Dupre, Secretary

Witnessed by Steven B. Cohen and Judy F. Kling

UNIT 2 - AMENDMENT TO THE DECLARATION OF RESTRICTIONS

AS RECORDED IN THE PUBLIC RECORDS OF PINELLAS COUNTY

OFFICIAL RECORDS BOOK 5159, BEGINNING ON PAGE 412

WHEREAS, Tierra Verde Company (hereinafter "Tierra Verde"), a partnership between Madonna Corp., a Florida corporation, and Delverde, Inc., a Florida corporation, is the owner of the property hereinafter described, being the successor in interest to Tierra Verde City, Inc., and

WHEREAS, the following described property is subject to Declaration of Restrictions (hereinafter "Restriction") recorded in Official Records Book 5116, at Pages 1706 through 1723 of the Public Records of Pinellas County, Florida; and

WHEREAS, Tierra Verde is desirous of amending the minimum building size restriction as contained in Section 3.03 of the above referenced Restrictions as affecting the property hereinafter described;

NOW, THEREFORE, Tierra Verde does hereby declare that the following described property, situate, lying and being in Pinellas County, Florida, to-wit:

TIERRA VERDE UNIT TWO according to the plat thereof recorded in Plat Book #2, Pages 65 through 69, of the Public Records of Pinellas County, Florida, less and except Tracts "A", "B", "C", "D" and "E".

shall remain subject to all the restrictions, provisions and covenants as contained in the above referenced Restrictions except as follows:

Tierra Verde does hereby declare that Section 3.03 contained in the above referenced Restrictions, is superseded in its entirety and abolished and in its place the following amended minimum building requirements shall restrict and limit the above described property:

3.03. No residence shall be constructed or maintained which shall have a floor area of less than two thousand (2,000) square feet. For purposes of computing the square feet above, areas shall be exclusive of porches, garages, patios, breezeways, or other open or semi-open or screened enclosures.

In all other respects, other than as amended above, the Restrictions are ratified, reaffirmed and remains in full force and effect, and the provisions thereof are hereby incorporated within this Amendment to the full extent required to enforce the Amended Minimum Building Requirements hereinabove stated.

IN WITNESS WHEREOF, Tierra Verde has caused these presents to be executed by its properly designated partners, Delverde, Inc., and Madonna Corp., at Miami, Dade County, Florida, this 3rd day of March, 1981. Signed by: Tierra Verde Company, a joint venture, By DELVERDE, INC., General Partner and Individually. By Frank M. Mackle, III, its agent per Official Records Book 5122, at Page 278 of the Public Records of Pinellas County, Florida, and signed by: MADONNA CORP., a General Partner and Individually by DELVERDE, INC., its agent per Official Records Book 4864, at Page 1274 of the Public Records of Pinellas County, Florida. By Frank E. Mackle, III its agent per Official Records Book 5122, at Page 278 of the Public Records of Pinellas County, Florida.

A WITNESSED AND NOTARIZED DOCUMENT on March 3, 1981.

TIERRA VERDE COMPANY, a Partnership, TO WHOM IT MAY CONCERN

UNIT 2 - DECLARATION OF RESTRICTIONS

AS RECORDED IN THE PUBLIC RECORDS OF PINELLAS COUNTY,

OFFICIAL RECORDS BOOK 5116, BEGINNING ON PAGE 1706

WHEREAS, Tierra Verde Company (hereinafter "Tierra Verde"), a partnership between Madonna Corp., a Florida corporation, and Delverde, Inc., a Florida corporation, is the owner of the following described property, situate, lying and being in Pinellas County, Florida, and

WHEREAS, the following described property is not subject to any restrictions and limitations of record by Tierra Verde; and

WHEREAS, it is now desired by Tierra Verde to place restrictions and limitations of record as to each and every of the lots hereinafter set forth in TIERRA VERDE UNIT TWO and to limit the use for which each and every of said lots located in TIERRA VERDE UNIT TWO is intended.

NOW, THEREFORE, Tierra Verde does hereby declare that each and every of the lots located in the following described property, situate, lying and being in Pinellas County, Florida, to wit:

TIERRA VERDE UNIT TWO according to the plat thereof recorded in Plat Book 82, Pages 65 through 69, of the Public Records of Pinellas County, Florida, less and except Tracts "A", "B", "C", "D" and "E".

(Hereinafter referred to as the "lots" or "said lots"), are hereby restricted as follows, and all of which restrictions and limitations are intended to be, and shall be taken as consideration for any agreement for deed of conveyance or lease hereinafter made, and one of the express conditions thereof; and that said restrictions and limitations are intended to be, and shall be taken as covenants running with the land, and are as follows; to wit:

USE RESTRICTIONS

1.01 Each and every of the lots described above shall be known and described as residential lots, and no structure shall be constructed or erected on any residential lot other than one detached single family dwelling not to exceed two stories in height above the base flood elevation level; including an attached one or two care garage or carport.

SETBACK RESTRICTIONS

2.01 Setback requirements will be in accordance with and conform to the yard regulations for zoning district E-1, Estate Residential District, of the Pinellas County Zoning Regulations as adopted September 3, 1963, and amended subsequently.

2.02 When two or more lots are used as one building site, the setback restrictions set forth in Paragraph 2.01 above shall apply to the exterior perimeter of the combined site.

RESIDENTIAL SITES AND BUILDING SIZE RESTRICTIONS

3.01 None of said lots shall be divided or resubdivided unless divided portions of said lots are used to increase the size of an adjacent lot or the adjacent lots as platted. Divided portions of lots must extend from fronting street line to existing rear property line.

3.02 Every structure placed on any lot shall be constructed from new material unless the use of other than new material therefor shall have received the written approval of the Architectural Design Committee.

3.03 No residence shall be constructed or maintained which shall have a floor area of less than two thousand five hundred (2,500) square feet. For purposes of computing the square feet above, areas shall be exclusive of porches, garages, patios, breezeways, or other open or semi open or screened enclosures. - Note: Amended to (2,000) square feet March 3, 1981.

NUISANCE, TRASH, ETC.

4.01 No noxious or offensive trade shall be carried on upon any lot, nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood.

4.02 No trailer, basement, tent, shack, garage, barn or other outbuilding erected on any lot shall at any time be used as a residence, temporarily or permanently, nor shall any residence of a temporary character be permitted.

4.03 No sign of any kind shall be displayed to the public view on any lot, except one (1) sign of not more than four (4) square feet during construction and except one (1) sign of not more than two (2) square feet after construction advertising the property for sale or rent. Such "For Sale" or "For Rent" sign shall be securely nailed or otherwise fastened to a stake or post which itself shall be fastened into the ground, which shall not project more than three (3) feet above the surface of the ground. Thereafter, occupant may display a sign of not more than one (1) square foot indicating the name and address of occupant.

4.04 No oil drilling, oil development operations, oil refining, quarrying or mining operations of any kind shall be permitted upon or in any lot, nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or in any lot. No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted upon any lot.

4.05 No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot, except that dogs, cats or other household pets are permitted provided that they are not kept, bred or maintained for any commercial purpose and provided they are maintained under control at all times.

4.06 No lot shall be used or maintained as a dumping ground for rubbish, trash, garbage, derelict vehicles or fixtures, or other waste. Such rubbish, trash, garbage, etc., shall not be allowed to accumulate and shall not be kept except in sanitary containers, which shall be maintained in a clean and sanitary condition. In no event shall such containers be maintained so as to be visible from neighboring property. If visible fron a street or waterway, such containers shall be screened off from view by means of a hedge, fence or wall not intended to enclose, border or outline the lot.

4.07 Except during the period of construction of improvements upon a lot, each owner shall be responsible for the periodic care and maintenance thereof and shall keep the same clean and neat. Grass, shrubbery and vegetation shall be regularly mowed and trimmed. In addition, each lot owner shall maintain, mow and take care of the area between the street pavement edge and lot line adjoining his property and the area along the edge of any body of water and the lot line adjoining his property, where applicable.

4.08 The owners of Lots 1-6 inclusive of Block 1 and Lots 1-7 inclusive of Block 2, Tierra Verde Unit Two, which lots border on a lake, shall constitute a Sub-Association for the purpose of providing for the care and maintenance of the lake abutting their property. Each owner and/or occupant of a lot bordering on the lake shall keep the banks of the lake adjoining his property in a clean and neat condition, free from litter and rubbish. No owner shall put anything into the lake or use the lake in such a manner as to dirty, pollute or otherwise detract from the appearance of the lake. The lake has been dedicated to Pinellas County and should be maintained by the County. However, should the lake not be properly maintained by the County or should a majority of the members of the Sub-Association comprised of owners of lots abutting the lake feel that, in the best interest of the lot owners and/or community some work should be performed on the lake or surrounding area, the Sub-Association shall contact the County and request that the County take such action as the Sub-Association deems necessary. If the County fails or refuses to take such action as the Sub-Association feels is necessary or desired, the Sub-Association shall request permission from the County to have the work done at the expense of the lot owners who comprise the Sub-Association. Members of the Sub-Association shall meet at any reasonable time and place as set forth in a written notice from not less than twenty (20) percent of the members of the Sub-Association. At any such meeting of the Sub-Association, upon a vote of fifty percent (50%) or more of the lot owners comprising the Sub-Association that maintenance of the lake or surrounding area is required or desired and the County has failed or refused to do such work, the Sub-Association shall ascertain the cost of doing such work and the names of reliable companies who can do the work, and all lot owners comprising the Sub-Association shall each contribute an equal amount of the cost of doing the work. If an owner fails or refuses to contribute his share of the cost of doing such work within a reasonable time after notice from the Sub-Association is given, the remaining lot owners comprising the Sub-Association shall advance the funds to do the work. The Community Association is hereby authorized and required to file a lien against any lot where the owner fails to contribute his share of the cost of doing the work, which lien shall also include interest and all costs and expenses incurred by the Community Association and members of the Sub-Association in filing the lien and in collecting the monies owed or in foreclosing the lien. Upon payment or collection of all or any part of the amount of the lien filed by the Community Association, the funds shall be distributed in the following order: (1) costs of collecting the monies received (administrative and/or legal fees and expenses); (2) costs of recording the lien; (3) reimbursement, in equal proportions, of the funds paid by the members of the Sub-Association; (4) costs of recording a release of lien. Any monies remaining after payment of all costs, expenses and reimbursements as required above, shall be divided among the members of the Sub-Association who advanced the funds. An owner shall be liable for all expenses incurred by the Community Association or members of the Sub-Association as a result of the failure of a lot woners or occupant to maintain the bank of the lake or his property as required by these Restrictions. The Community Association and/or other owners can take such lawful action as they deem appropriate to enforce these restrictions.

4.09 No tractors, trucks or trailers may be parked overnight on any of the streets, roads or lots in this subdivision.

4.10 No clothes line or clothes pole may be placed on any lot unless it is placed on the lot in such a manner as to make it least visible to any street, and in no case shall it be attached to the main residence.

WELL WATER

5.01 No individual well will be permitted on any lot except for irrigation, sprinkler systems, swimming pools or air conditioning. This restriction shall be enforceable so long as a water utility system is operated to the satisfaction of the State of Florida Department of Environmental Regulation, or other governmental authority charged under law with safeguarding the public health.

FENCES

6.01 No fences, walls, hedges or continuous plantings shall be permitted on said lots or within the area between the rear of a residence and the street property line. The purpose of this section is to restrict the use of fences, walls, hedges or continuous plantings within said are which are designed to fully or partially enclose, border or outline said lots or portion there and the purpose is not to restrict ornamental landscaping features and plantings to beautify said lots, notwithstanding the fact that said ornamental features and plantings may include incidental features and planting which is restricted by this section, the decision of the Architectural Design Committee, regarding said feature, shall be final.

OBSTRUCTION TO SIGHT LINES

7.01 No fence, sign, wall, hedge or shrub planting which obstructs sight lines at elevations between two and six feet above the roadways shall be placed or permitted to remain on any corner lot within the triangular area formed by the street property lines and a line connecting them at points twenty-five (25) feet from the intersection of the street lines, or in the case of a rounded property corner from the intersection of the street property lines extended. The same sight line limitations shall apply on any lot within ten (1) feet from the intersection of a street property line with the edge of a driveway or alley pavement. Trees or palms shall be trimmed in such a manner so that no limbs and foliage extend into the triangular cross-visibility areas described above and shall only be allowed to remain in these triangular areas, provided they are so located as not to create a traffic hazard.

EASEMENTS

8.01 All easements for utilities, drainage and other purposes shown on the plat of Tierra Verde Unit Two recorded in the plat records of Pinellas County, Florida, are thereby reserved as perpetual easements for utility installations and maintenance.

8.02 All the lots are subject to easements and rights-of-way for erecting, constructing, maintaining or operating public sewers, poles, wires or conduits for lighting, heating, power, telephone, lines for gas, cable T.V. and any other instrumentability used for conducting and/or performing a public or quasi-public utility service or function over or beneath the surface of the ground, as such easements and rights-of-way area reasonably required, in an area extending from the side and front lot lines of each lot to a line five (5) feet from said side and front lot line or lines and running parallel therewith and an area extending from the rear lot line or lines of each lot to a line ten (10) feet from the said rear lot line or lines and running parallel therewith, except as otherwise shown on said plat.

DRAINAGE

9.01 No changes in elevations of the land shall be made to any lot which will interfere with the drainage of or otherwise cause undue hardship to adjoining property or result in increased erosion after the initial conveyance of said lot by Tierra Verde.

9.02 Lots 1-30 inclusive of Block 3, Tierra Verde Unit Two, which border on the Gulf of Mexico, contain a fifty (50) foot drainage easement. Located within this drainage easement are (1) berms, which have been established for the purpose of preventing wave run-up and erosion of the lots, and (2) berm openings located between every other lot at the lot line, for the purpose of permitting run-off of water from adjacent lots into the Gulf. Each owner and/or occupant of a lot shall make sure that the berm openings remain open at all times and free from blockage of the flow of water. The berms are intended to be natural sand dunes and shall take on such characteristics as the affects of nature have on the berms. Owners can plant or grow any vegetation as they wish on the berm, provided such vegetation is not harmful to the waters of the Gulf; that it does not block the berm openings; and does not affect the purpose of the berm as set forth above. Nothing shall be done to the berm which will or may affect its purpose as set forth above. If a berm is eroded to such an extent so as not to serve the purpose for which the berm exists, such lot owner and/or occupant shall have the berm rebuilt in such a manner so as to prevent wave run-up and erosion of the lot. Each lot owner is responsible for the maintenance of his property, including the area dedicated for drainage, the berm and berm opening. If a perm or berm opening which extends to more than one lot needs maintenance, the owner(s) of the lot(s) upon which the berm or berm opening is located that needs maintenance, shall each contribute equally to the cost of maintaining the berm or berm opening as required by this section. In this regard, the owners of Lots 1-30 of Block 3, Tierra Verde Unit Two shall constitute a Sub-Association for the purpose of deciding if any berm or berm opening requires maintenance. Such Sub-Association shall meet at any reasonable time and place as set forth in a written notice from not less than twenty (20) percent of the members of the Sub-Association. At any such meeting of the Sub-Association, upon a vote of 50% or more of the aforesaid lot owners comprising the Sub-Association that maintenance is required, the lot owner(s) upon whose lot(s) the berm or berm opening needing maintenance is located shall take immediate action to correct the condition. If an owner fails or refuses to correct the condition within a reasonable time after notice from the Sub-Association is given or if a lot owner or occupant can not, in good faith by the Sub-Association, be located or notified within 48 hours after the decision of the Sub-Association is rendered, the members of the Sub-Association shall advance the funds needed to correct the condition and the lot owner(s) upon whose lot(s) the work was performed shall reimburse the members of the Sub-Association within 30 days after notice of the cost to correct is sent to the last known address of the owner(s), for all funds advanced. If an owner fails to reimburse the members of the Sub-Association within the 30 day period provided for, the Community Association shall be authorized and required to file a lien for such advanced funds, plus interest and all costs and expenses incurred by the Community Association and members of the Sub-Association in advancing funds, filing the lien, and costs of collecting the monies owed or incurred in foreclosing the lien. Upon payment or collection of all or any part of the amount of the lien or monies owed, by the Community Association, it shall distribute the funds in the following order: (1) costs of collecting the monies received (administrative and/or legal fees and expenses); (2) costs of recording the lien; (3) reimbursement, in equal proportions, of the funds advanced by the members of the Sub-Association; and (4) costs of recording a release of lien. Any monies remaining after payment of all costs, expenses and reimbursements as required above, shall be divided among the members of the Sub-Association who advanced the funds. The notice requirements to correct the conditions set forth above shall not be required where a delay in correcting such condition poses a threat of damage or danger to any property in the community, such as when a storm or hurricane is approaching and time does not permit such notification. The foregoing provisions shall not prevent an owner, his guests, invitees or tenants from making corrections to the condition of the berm or berm opening without notice from the Sub-Association. Provided such corrections do not affect the purpose of the berm or berm opening. Any damage to property caused by the acts or the failure to act by any owner or occupant in maintaining the berm or berm opening shall be the responsibility and liability of the owner of the property responsible for such damage. The Community Association and/or an owner whose property is damaged may take such lawful action as they deem appropriate to recover for such damage from the party responsible for the damage.

ARCHITECTURAL DESIGN COMMITTEE

10.01 No residences, additions thereto, add-ons, accessories, pools, fences, hedges or any other such structures, shall be erected, placed, constructed, altered or maintained upon any portion of said lots, unless a complete set of plans and specifications therefor, including the exterior color scheme, together with a plot plan indicating the exact location on the building site, shall have been submitted to and approved in writing by the Architectural Design Committee appointed from time to time by Tierra Verde or its duly authorized agent, and a copy of such plans as finally approved are deposited for permanent record with the Committee. Said Committee shall consist of a minimum of two persons neither of whom shall be required to own property in the Subdivision. Such plans and specifications shall be submitted in writing and for approval, over the signature of the owner or his duly authorized agent, on a form which may be prepared by and shall be satisfactory to the Committee and receipted therefor. The approval of said plans and specifications may be withheld, not only because of their noncompliance with any of the specific restrictions contained in this paragraph or other clauses of these Restrictions, but also by reason of the reasonable dissatisfaction of the Committee or its agent with the grading plan, location of the structure on the building site, the engineering, color scheme, finish, design, proportions, architecture, shape, height, style or appropriateness of the proposed structure or altered structure, the materials used therein, the kind, pitch or type of roof proposed to be placed thereon, or because of the Committee's reasonable dissatisfaction with any or all other matters or things which, in the reasonable judgment of the Committee or its agent, would render the proposed structure inharmonious or out-of-keeping with the general plan of improvement of the Subdivision or with the structures erected on other building sites in the immediate vicinity of the building site on which said structure is proposed to be erected.

10.02 The Committee shall be authorized to establish further reasonable rules and regulations for approval of plans as required by this Article and for approval or interpretation of other matters and things requiring the approval or interpretation of the Committee as otherwise set forth in these restrictions.

10.03 The approval of the Committee for use on any lot of any plans or specifications submitted for approval, as herein specified, shall not be deemed to be a waiver by the Committee of its right to object to any of the features or elements embodied in such plans or specifications if and when the same features or elements are embodied in any subsequent plans and specifications submitted for approval as herein provided, for use on other lots.

10.04 If, after such plans and specifications have been approved, any building, fence, wall or other structure or thing shall be altered, erected, placed or maintained upon the lot otherwise than as approved by the Committee, such alterations, erections and maintenance shall be deemed to have been undertaken without the approval of the Committee ever having been obtained as require by these restrictions.

10.05 Any agent or officer of Tierra Verde, of the Architectural Design Committee or of the Sub-Associations may from time to time at any reasonable hour or hours, in the presence of the occupant thereof, enter and inspect any property subject to these restrictions as to its maintenance or improvement in compliance with the provisions hereof, including the berm, berm opening and shoreline, where applicable; and the Committee and/or any agent thereof shall not thereby be deemed guilty of any manner of trespass for such entry or inspection.

10.06 For the purpose of making a search upon; guaranteeing or insuring title to; placing a lien upon; or claiming an interest in; any of said lots and for the purpose of protecting purchasers and encumbrances for value and in good faith as against the performance or nonperformance of any of the acts in the restrictions authorized permitted or to be approved by the Committee, the records of the Committee shall be prima facie evidence as to all matters shown by such records; and the issuance of a certificate of completion and compliance by the Committee showing that the plans and specifications for the improvements or other matters herein provided for or authorized, have been approved, and that said improvements have been made in accordance therewith, or of a certificate as to any matters relating to the Committee, shall be prima facie evidence and shall fully justify and protect any title company or persons certifying, guaranteeing or insuring said title, or any lien thereof and/or any interest therein, and shall also fully protect any purchaser or encumbrnacer in good faither and for value in acting thereon, as to all matters within the jurisdiction of the Committee. In any event, after the expiration of two (2) years from the date of completion of construction for any structure, work, improvement or alteration, said structure, work , improvement or alteration shall, in favor of purchasers and encumbrancers in good faither and for value, be deemed to be in compliance with all the provisions hereof, unless actual notice executed by the Committee of such noncompletion and/or noncompliance shall appear of record in the office of the Clerk of the Circuit Court of Pinellas County, Florida, or legal proceedings shall have been instituted to enforce compliance with these restrictions.

10.07 In the event the Committee or its duly authorized agent fails to take official action with respect to approval or disapproval of any such design or designs or locations or any other matter or thing referred to herein, within thirty (30) days after being submitted and receipted for in writing, then such approval will not be required, provided that the design and location on the lot conform to and are in harmony with the existing structures on the lots in this Subdivision. In any event, either with or without the approval of the Committee or its agent, the size and setback requirements of residences shall conform with the requirements contained in these restrictions.

10.08 Any act, decision or other thing which is required to be done or which may be done in accordance with the provisions of these restrictions by the Committee, may be done by the duly appointed agent or agents of the Committee, which authority may be further delegated.

PROVISIONS FOR FEES FOR MAINTENANCE AND UPKEEP

11.01 Each and every of said lots which has been sold, leased or conveyed by Tierra Verde, except any lot conveyed to Pinellas County, a political subdivision of the State of Florida, shall be subject to a per lot maintenance fee as hereinafter provided. The entity responsible for the collection of the fees and for the disbursement of and accounting for the funds it Tierra Verde Community Association, Inc., (hereinafter referred to as "Community Association"), a non-profit Florida corporation.

11.02 The operation of the Community Association shall be governed by the By-Laws of the Community Association, recorded in Official Records Book 4490, Pages 1390 through 1407 inclusive of the Public Records of Pinellas County, Florida, and by all modifications and amendments thereto.

11.03 Every owner of any of said lots, whether he has acquired the ownership by purchase, gift, conveyance, or transfer by operation of law, or otherwise shall be a member of the Community Association and shall be bound by the Certificate of Incorporation and By-Laws of the Community Association as they may exist from time to time. The membership of this Association shall consist of regular members, Class A special members, Class B special members, and such other classes of members as the Board of Directors shall from time to time establish, and as defined in Article IV of the By-Laws of the Community Association.

11.04 Any person, partnership or limited partnership, association or corporate entity is entitled to and does become a regular member of this Community Association upon securing, obtaining, or receiving by purchase, devise, gift or assignment, an actual ownership interest in any of the property which is a part, parcel or portion of the properties contained in Tierra Verde, actual or proposed. At such time as the regular members become voting members of the Community Association, said members shall be entitled to one (1) vote in the affairs of the Community Association for each lot, tract or parcel on Tierra Verde owned by said members. In the event that any such lot, tract or parcel is owned by more than one person, firm, or corporation, the membership relating thereto shall nevertheless have only one (1) vote which shall be exercised by the owner or person designated in writing by the owners as the one entitled to cast the vote for the membership concerned. Regular membership in the Community Association shall cease and terminate upon the sale, transfer or disposition of the member's ownership interest in the property on Tierra Verde.

11.05 Class A special members shall consist of persons, partnerships or limited partnerships, associations or corporate entities, who rent or lease and occupy residences or other buildings or improvements for residence purposes located on Tierra Verde which are owned by regular members. At such time as the regular members become voting members of the Community Association, Class A special members shall be entitled to one (1) vote in the affairs of the Community Association for each residence or other building or improvement which they rent or lease and occupy, provided that the regular member holding an ownership interest in such property and the Class A special member designate in writing that the Class A special member is the one entitled to cast the vote for the membership concerned. Notwithstanding the foregoing, a Class A special member shall not be entitled to vote upon matters affecting the purchase of capital improvements or other items or the incurrence of indebtedness therefor, or costs of operation, which will result in proportionate assessments against the property and improvements owned by the regular member. Class A special membership shall terminate when the said member ceases to rent or lease and occupy a residence or other building or improvement for residence purposes on Tierra Verde.

11.06 Tierra Verde Company, an unincorporated association which is a joint venture between Delverde, Inc., a Florida corporation, and Madonna Corp., a Florida corporation, or its successors and assigns, shall be the only Class B special member of this Association. Notwithstanding any provision in any declaration of restrictions recorded or to be recorded with respect to Tierra Verde or any document, contract, or writing, the Class B special member shall be the sole voting member of the Community Association until January 2, 1990, or such prior time as follows: (a) a date to be determined by the Class B special member, in its sole judgment, as evidenced by an amendment to these By-Laws; or (b) upon conveyance (deeding) by the Tierra Verde Company, or its successors or assigns, of eighty percent (80%) of the total number of lots, tracts, or parcels located on Tierra Verde, other than a conveyance resulting from a merger, consolidation, liquidation or similar plan or a conveyance to the successors or assigns of the Tierra Verde Company.

11.07 Voting membership shall mean the membership entitled to vote in the affairs of the Community Association at the time that said vote is to be taken and the regular members and Class A special members shall not be considered as the voting membership until the conditions of Section 11.06 of this Declaration have been fulfilled. At such time as the regular and Class A special members are considered as the voting membership, the Class B special member shall continue to be a voting member of the Community Association, but shall only be entitled to a total of one (1) vote and to the appointment, from time to tome and at its sole discretion, of one (1) member of the Board of Directors.

DEFINITION OF "SUCCESSORS OR ASSIGNS"

12.01 As used in these restrictions, the words "successors or assigns" shall not be deemed to refer to an individual purchaser of a lot or lots in the Subdivision from Tierra Verde, but shall be deemed to refer to the successors or assigns of legal or equitable interests of Tierra Verde, who are designated a such by instrument in writing signed by Tierra Verde and recorded among the Public Records of Pinellas County, Florida, specifically referring to this provisions of these restrictions. 

DURATION OF RESTRICTIONS

13.01 These covenants and restrictions are to run with the land and shall be binding upon the undersigned and upon all the parties and all persons claiming under them until September 1, 2010, at which time said covenants and restrictions shall automatically be extended for successive periods of twenty-five (25) years, unless by vote of a majority of the then owners of all of the lots or tracts in Tierra Verde Subdivision, it is agreed to change said covenants in whole or in part.

REMEDIES FOR VIOLATIONS

14.01 In the event of a violation or breach of any of these restrictions by any person or concern claiming by, through or under Tierra Verde, or by virtue of any judicial proceedings, any member of the Community Association, or any of them jointly or severally shall have the right to proceed at law or equity to compel compliance with the terms hereof or to prevent the violation or breach of any of these restrictions. The failure to enforce any right, reservation, restriction or condition contained in this Declaration of Restrictions, however long continued, shall not be deemed a waiver of the right to do so thereafter as to the same breach or as to a breach occurring prior or subsequent thereto and shall not bar or affect its enforcement.

ADDITIONAL RESTRICTIONS

15.01 Tierra Verde may at any time at its discretion, which shall not be exercised unreasonably, amend any of the restrictions or covenants contained herein by later covenant, agreement for deed, or deed hereafter made where, in the opinion of Tierra Verde, great harm, injustice or damage would result to any person, natural or otherwise, by enforcement of these restrictions; or where an error, omission, or mistake has occurred in these restrictions or covenants; provided that any subsequent amendments to the restrictions or covenants contained herein shall not work to materially injure or diminish the rights of any other person, natural or otherwise who shall be subject to the deed restrictions contained herein.

SEVERABILITY

16.01 Invalidation or removal of any of these covenants by judgment, decree, court order, statute, ordinance, or amendment by the Subdivider, its successors or assigns, shall in nowise affect any of the other provisions which shall remain in full force and effect. 

IN WITNESS WHEREOF, Tierra Verde has caused these presents to be executed by its properly designated partner, Delverde, Inc., which is duly authorized, at Miami, Dade County, Florida, this 10th day of November, 1980. Signed and Witnessed by: TIERRA VERDE COMPANY, a joint venture by DELVERDE, INC., General Partner and Individually by: Frank E. Mackle, III, its agent per Official Records Book 4565 at Page 2033 of the Public Records of Pinellas County, Florida, and MADONNA CORP., General Partner and Individually by: DELVERDE, INC., its agent per Official Records Book 4864 at Page 1274 of the Public Records of Pinellas County, Florida, by: Frank E. Macle, III, its agent per Official Records Book 4565 at Page 2033 of the Public Records of Pinellas County, Florida.

This is a notarized document.

UNIT 3 - DECLARATION OF RESTRICTIONS

A recorded document in the public records of Pinellas County, ORB 5449, Pages 164-178.

WHEREAS, Tierra Verde Company (hereinafter "Tierra Verde", a partnership between Madonna Corp., a Florida corporation, and Delverde, Inc., a Florida corporation, is the owner of the following described property, situate, lying and being in Pinellas County, Florida, and

WHEREAS, the following described property is not subject to any restrictions and limitations of record by Tierra Verde, and

WHEREAS, it is now desired by Tierra Verde to place restrictions and limitations of record as to each and every of the lots hereinafter set forth in TIERRA VERDE UNIT THREE and to limit the use for which each and every of said lots located in TIERRA VERDE UNIT THREE is intended.

NOW, THEREFORE, Tierra Verde does hereby declare that each and every of the lots located in the following described property, situate, lying and being in Pinellas County, Florida, to-wit:

TIERRA VERDE UNIT THREE according to the plat thereof recorded in Plat Book 85, Pages 79 through 80, of the Public Records of Pinellas County, Florida, less and except Tract "A."

(Hereinafter referred to as the "lots" or "said lots"), are hereby restricted as follows, and all of which restrictions and limitations are intended to be and shall be taken as consideration for any agreement for deed of conveyance or lease hereinafter made, and one of the express conditions thereof, and that said restrictions and limitations are intended to be, and shall be taken as covenants running with the land, and are as follows: to-wit:

USE RESTRICTIONS

1.01 Each and every of the lots described above shall be known and described as residential lots, and no structure shall be constructed or erected on any residential lot other than one detached single-family swelling not to exceed 35.00 feet in height above the base flood elevation level, including an attached one- or two-car garage or carport.

SETBACK RESTRICTIONS

2.01 Setback requirements will be in accordance with and conform to the yard regulations for zoning district E-1, Estate Residential District, of the Pinellas County Zoning Regulations as adopted September 3, 1963 and all subsequent amendments thereto.

2.02 When two or more lots are used as one building site, the setback restrictions set forth in Paragraph 2.01 above shall apply to the exterior perimeter of the combined site.

RESIDENTIAL SITES AND BUILDING SIZE RESTRICTIONS

3.01 None of said lots shall be divided or resubdivided unless divided portions of said lots are used to increase the size of an adjacent lot or the adjacent lots as platted. Divided portions of lots must extend from fronting street line to existing rear property line.

3.02 Every structure placed on any lot shall be constructed from new material unless the use of other than new material therefore shall have received the written approval of the Architectural Design Committee.

3.03 No residence shall be constructed or maintained which shall have a floor area of less than two thousand (2,000) square feet. For purposes of computing the square feet above, areas shall be exclusive of porches, garages, patios, breezeways, or other open or semi-open or screened enclosures.

NATURAL PRESERVE AREA(S)

4.01 Notwithstanding the provisions of Paragraph 2.01, and unless otherwise stated herein, no building or structure of any kind shall be constructed, nor shall any land alteration activity, including the removal of wetland vegetation, shall take place within those portions of any lot lying within the Natural Preserve Area. The limits of said Natural preserve Area shall be defined as that portion of any lot, waterward of the "Vegetation Line" as shown on the aforementioned plat of Tierra Verde Unit Three. This restriction is not meant to exclude the construction of elevated, pile supported boardwalks, to provide access to waterfront recreational facilities. However, any such construction shall not take place unless and until all necessary local, regional, state and/or federal permits and approvals are obtained, including those described in Paragraph 11.01.

NUISANCE, TRASH, ETC.

5.01 No manufacturing, trade, business, commerce, industry, profession or any occupation whatsoever shall be carried on upon any lot, nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood.

5.02 No trailer, basement, tent, shack, garage, barn or other outbuilding erected on any lot shall at any time be used as a residence, temporarily or permanently, nor shall any residence of a temporary character be permitted.

5.03 No sign of any kind shall be displayed to the public view on any lot, except one (1) sign of not more than four (4) square feet during construction and except one (1) sign of not more than two (2) square feet after construction advertising the property for sale or rent. Such "For Sale" or "For Rent" sign shall be securely nailed or otherwise fastened to a stake or post which itself shall be fastened into the ground, which shall not project more than three (3) feet above the surface of the ground. Thereafter, occupant may display a sign of not more than one (1) square foot indicating the name and address of occupant.

5.04 No oil drilling, oil development operations, oil refining, quarrying or mining operations of any kind shall be permitted upon or in any lot, nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or in any lot. No derrick or other structure designed for use in boring for oil or natural gas shall be erected, maintained or permitted upon any lot.

5.05 No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot, except that dogs, cats or other household pets, not to exceed three (3), are permitted provided that they are not kept, bred or maintained for any commercial purpose and provided they are maintained under control at all times.

5.06 No lot shall be used or maintained as a dumping ground for rubbish, trash, garbage, derelict vehicles or fixtures, or other waste. Such rubbish, trash, garbage, etc., shall not be allowed to accumulate and shall not be kept except in sanitary containers, which shall be maintained in a clean and sanitary condition. In no event shall such containers be maintained so as to be visible from neighboring property. If visible from a street or waterway, such containers shall be screened off from view by means of a hedge, fence or wall not intended to enclose, border or outline the lot.

5.07 Except during the period of construction of improvements upon a lot, each owner shall be responsible for the periodic care and maintenance thereof and shall keep the same clean and neat. Excepting the natural Preserve Area(s) as defined in Paragraph 4.01, all grass, shrubbery and vegetation shall be regularly mowed and trimmed. In addition, each lot owner shall maintain, take care of the area between and street pavement edge and lot line adjoining his property and the area along the edge of any body of water and the lot line adjoining his property, where applicable.

5.08 No tractors, trucks or trailers may be parked overnight on any of the streets, roads or lots in the subdivision.

5.09 No clothes line or clothes pole may be placed on any lot unless it is placed on the lot in such a manner as to make it least visible to any street, and in no case shall it be attached to the main residence.

WELL WATER

6.01 No individual well will be permitted on any lot except for irrigation, sprinkler systems, swimming pools or air conditioning. This restriction shall be enforceable so long as a water utility system is operated to the satisfaction of the State of Florida Department of Environmental Regulation, or other governmental authority charged under law with safeguarding the public health. No storm water or water from individual water wells nor water from swimming pools located on said lots shall be discharged in such a manner that such water will enter the sewer mains installed by the sewer utility servicing said property.

FENCES

7.01 No fences, walls, hedges or continuous plantings shall be permitted on said lots or within the area between the residence and the street property line. The purpose of this section is to restrict the use of fences, walls, hedges or continuous plantings within said area which are designed to fully or partially enclose, border or outline said lots or portion thereof and the purpose is not to restrict ornamental landscaping features and plantings to beautify said lots, notwithstanding the fact that said ornamental features and plantings may include incidental features and plantings of hedge not generally designed to enclose, border or outline the lot. In the event of any dispute between a lot owner and Tierra Verde or any other lot owner as to whether any feature is a fence,. Wall, hedge or continuous planting which is restricted by this section, the decision of the Architectural Design Committee, regarding said feature, shall be final.

OBSTRUCTION TO SIGHT LINES

8.01 No fence, sign, wall, hedge or shrub planting which obstructs sight lines at elevations between two and six feet above the roadways shall be placed or permitted to remain on any corner lot within the triangular area formed by the street property lines and a line connecting them at points twenty-five (25) feet from the intersection of the street lines, or in the case of a rounded property corner from the intersection of the street property lines extended. The same sight line limitations shall apply on any lot within ten (10) feet from the intersection of a street property line with the edge of a driveway or alley pavement. Trees or palms shall be trimmed in such a manner so that no limbs and foliage extend into the triangular cross-visibility areas described above and shall only be allowed to remain in these triangular areas, provided they are so located as not to create a traffic hazard.

EASEMENTS

9.01 All easements for utilities, drainage and other purposes shown on the plat of Tierra Verde unit three recorded in the plat records of Pinellas county, Florida, are thereby reserved as perpetual easements for utility installations and maintenance.

9.02 All the lots are subject to easements and rights-of-way for erecting, constructing, maintaining or operating public sewers, poles, wires or conduits for lighting, heating, power, telephone, lines for gas, cable T.V. and any other instrument used for conducting and/or performing a public or quasi-public utility service or function over or beneath the surface of the ground, as such easements and rights-of-way are reasonably required, in an area extending from the side and front lot lines of each lot to a line five (5) feet from said side and front lot line or lines and running parallel therewith and an area extending from the rear lot line or lines of each lot to a line ten (10) feet from the said rear lot line or lines and running parallel therewith, except as otherwise shown on said plat.

DRAINAGE

10.01 No changes in elevations of the land shall be made to any lot which will interfere with the drainage of or otherwise cause undue hardship to adjoining property or result in increased erosion after the initial conveyance of said lot by Tierra Verde.

ARCHITECTURAL DESIGN COMMITTEE

11.01 No residence, additions thereto, add-ons, accessories, pools, fences, hedges or any other such structures, shall be erected, placed, constructed, altered or maintained upon any portion of said lots, unless a complete set of plans and specifications therefor, including the exterior color scheme, together with a plot plan indicating the exact location on the building site, shall have been submitted to and approved in writing by the Architectural Design Committee appointed from time to time by Tierra Verde or its duly authorized agent, and a copy of such plans as finally approved are deposited for permanent record with the committee. Said Committee shall consist of a minimum of two persons neither of whom shall be required to own property in the subdivision. Such plans and specifications shall be submitted in writing and for approval, over the signature of the owner or his duly authorized agent, on a form which may be prepared by and shall be satisfactory to the Committee and receipted therefor. The approval of said plans and specifications may be withheld, not only because of their noncompliance with any of the specific restrictions contained in this paragraph or other clauses of these restrictions, but also by reason of the reasonable dissatisfaction of the Committee or its agent with the grading plan, location of the structure on the building site, the engineering, color scheme, finish, design, proportions, architecture, shape, height, style or appropriateness of the proposed structure or altered structure, the materials used therein, the kind, pitch or type of roof proposed to be placed thereon, or because of the Committee's reasonable dissatisfaction with any or all other matters or things which, in the reasonable judgment of the Committee or its agent, would render the proposed structure inharmonious or out-of-keeping with the general plan of improvement of the subdivision or with the structures erected on other building sites in the immediate vicinity of the building site on which said structure is proposed to be erected.

11.02 The Committee shall be authorized to establish further reasonable rules and regulations for approval of plans as required by this Article and for approval or interpretation of other matters and things requiring the approval or interpretation of the Committee as otherwise set forth in these restrictions.

11.03 The approval of the Committee for use on any lot of any plans or specifications submitted for approval, as herein specified, shall not be deemed to be a waiver by the Committee of its right to object to any of the features or elements embodied in such plans or specifications if and when the same features or elements are embodied in any subsequent plans and specifications submitted for approval as herein provided, for use on other lots.

11.04 If, after such plans and specifications have been approved, any building, fence, wall or other structure or thing shall be altered, erected, placed or maintained upon the lot otherwise than as approved by the Committee, such alterations, erections and maintenance shall be deemed to have been undertaken without the approval of the Committee ever having been obtained as required by these restrictions.

11.05 Any agent or officer of Tierra Verde, or of the Architectural Design Committee may from time to time at any reasonable hour or hours, in the presence of the occupant thereof, enter and inspect any property subject to these restrictions as to its maintenance or improvement in compliance with the provisions hereof, including the Natural Preserve area, where applicable, and the Committee and/or any agent thereof shall not thereby be deemed guilty of any manner of trespass for such entry or inspection.

11.06 For the purpose of making a search upon, guaranteeing or insuring title to, placing a lien upon, or claiming an interest in, any of said lots and for the purpose of protecting purchasers and encumbrances for value and in good faith as against the performance or nonperformance of any of the acts in the restrictions authorized, permitted or to be approved by the Committee, the records of the Committee shall be prima facie evidence as to all matters shown by such records, and the issuance of a certificate of completion and compliance by the Committee showing that the plans and specifications for the improvements or other matters herein provided for or authorized, having been approved, and that said improvements have been made in accordance therewith, or of a certificate as to any matters relating to the Committee, shall be prima facie evidence and shall fully justify and protect any title company or persons certifying, guaranteeing or insuring said title, or any lien thereof and/or any interest therein, and shall also fully protect any purchaser or encumbrancer in good faith and for value in acting thereon, as to all matters within the jurisdiction of the Committee. In any event, after the expiration of two (2) years from the date of the completion of construction for any structure, work, improvement or alteration, said structure, work, improvement or alteration shall, in factor of purchasers and encumbrancers in good faith and for value, be deemed to be in compliance with all the provisions hereof, unless actual notice executed by the Committee of such noncompletion and/or noncompliance shall appear of record in the office of the Clerk of the Circuit Court of Pinellas County, Florida, or legal proceedings shall have been instituted to enforce compliance with these restrictions.

11.07 In the event the Committee or its duly authorized agent fails to take official action with respect to approval or disapproval of any such design or designs or locations or any other matter or thing referred to herein, within thirty (30) days after being submitted and receipted for in writing, then such approval will not be required, provided that the design and location on the lot conform to and are in harmony with the existing structures on the lots in this subdivision. In any event, either with or without the approval of the Committee or its agent, the size and setback requirements of residences shall conform with the requirements contained in these restrictions.

11.08 Any act, decision or other thing which is required to be done or which may be done in accordance with the provisions of these restrictions by the Committee, may be done by the duly appointed agent or agents of the Committee, which authority may be further delegated.

PROVISIONS FOR FEES FOR MAINTENANCE AND UPKEEP

12.01 Each and every of said lots which has been sold, leased or conveyed by Tierra Verde, except any lot conveyed to Pinellas County, a political subdivision of the State of Florida, shall be subject to a per lot maintenance fee as hereinafter provided. The entity responsible for the collection of the fees and for the disbursement of and accounting for the funds is Tierra Verde Comminute Association, Inc., (hereinafter referred to as "Community Association"), a non-profit Florida corporation.

12.02 The operation of the Community Association shall be governed by the By-Laws of the Community Association, recorded in Official Records Book 4490, Pages 1390 through 1407 inclusive of the Public Records of Pinellas County, Florida, and by all modifications and amendments thereto.

12.03 Every owner of any of said lots, whether he has acquired the ownership by purchase, gift, conveyance, or transfer by operation of law, or otherwise shall be a member of the Community Association and shall be bound by the Certificate of Incorporation and By-Laws of the Community Association as they may exist from time to time. The membership of this Association shall consist of regular members, Class A special members, Class B special members, and such other classes of members as the Board of Directors shall from time to time establish, and as defined in Article IV of the By-Laws of the Community Association.

12.04 Any person, partnership or limited partnership, association or corporate entity is entitled to and does become a regular member of this Community Association upon securing, obtaining or receiving by purchase, devise, gift or assignment, an actual ownership interest in any of the property which is a part, parcel or portion of the properties contained in Tierra Verde, actual or proposed. At such time as the regular members become voting members of the Community Association, said members shall be entitled to one (1) vote in the affairs of the Community Association for each lot, tract or parcel on Tierra Verde owned by said members. In the event that any such lot, tract or parcel is owned by more than one person, firm, or corporation, the membership relating thereto shall nevertheless have only one (1) vote which shall be exercised by the owner or person designated in writing by the owners as the one entitled to cast the vote for the membership concerned. Regular membership in the Community Association shall cease and terminate upon the sale, transfer or disposition of the member's ownership interest in the property on Tierra Verde.

12.05 Class A special members shall consist of persons, partnerships or limited partnerships, associations or corporate entities, who rent or lease and occupy residences or other buildings or improvements for residence purposes located on Tierra Verde which are owned by regular members. At such time as the regular members become voting members of the Community Association, Class A special members shall be entitled to one (1) vote in the affairs of the Community Association for each residence or other building or improvement which they rent or lease and occupy, provided that the regular member holding an ownership interest in such property and the Class A special member designate in writing that the Class A special member is the one entitled to cast the vote for the membership concerned. Notwithstanding the foregoing, a Class A special member shall not be entitled to vote upon matters affecting the purchase of capital improvements or other items or the incurrance of indebtedness therefor, or costs of operation, which will result in proportionate assessments against the property and improvements owned by the regular member. Class A special membership shall terminate when the said member ceases to rent or lease and occupy a residence or other building or improvement for residence purposes on Tierra Verde.

12.06 Tierra Verde Company, an unincorporated association which is a joint venture between Delverde, Inc., a Florida corporation, and Madonna Corp., a Florida corporation, or its successors and assigns, shall be the only Class B special member of this Association. Notwithstanding any provision in any declaration of restrictions recorded or to be recorded with respect to Tierra Verde or any document, contract, or writing, the Class B special member shall be the sole voting member of the Community Association until January 2, 1990, or such prior time as follows: (A) a date to be determined by the Class B special member, in its sole judgment, as evidenced by an amendment to these By-Laws, or (B) upon conveyance (deeding) by the Tierra Verde Company, or its successors or assigns, of eighty (80%) per cent of the total number of lots, tracts, or parcels located on Tierra Verde, other than a conveyance resulting from a merger, consolidation, liquidation or similar plan or a conveyance to the successors or assigns of the Tierra Verde Company. 

12.07 Voting membership shall mean the membership entitled to vote in the affairs of the Community Association at the time that said vote is to be taken and the regular members and Class A special members shall not be considered as the voting membership until the conditions of Section 12.06 of this Declaration have been fulfilled. At such time as the regular and Class A special members are considered as the voting membership, the Class B special member shall continue to be a voting member of the Community Association, but shall only be entitled to a total of one (1) vote and to the appointment, from time to time and at its sole discretion, of one 91) member of the Board of Directors.

DEFINITION OF "SUCCESSORS OR ASSIGNS"

13.01 As used in these restrictions, the words "successors or assigns" shall not be deemed to refer to an individual purchaser of a lot or lots in the subdivision from Tierra Verde, but shall be deemed to refer to the successors or assigns of legal or equitable interests of Tierra Verde, who are designated as such by an instrument in writing signed by Tierra Verde and recorded among the Public Records of Pinellas County, Florida, specifically referring to this provision of these restrictions.

DURATION OF RESTRICTIONS

14.01 These covenants and restrictions are to run with the land and shall be binding upon the undersigned and upon all the parties and all persons claiming under them until January 1, 2013, at which time said covenants and restrictions shall automatically be extended for successive periods of twenty-five (25) years, unless by vote of a majority of the then owners of all of the lots or tracts in Tierra Verde Subdivision, it is agreed to change said covenants in whole or in part.

REMEDIES FOR VIOLATIONS

15.01 In the event of a violation or breach of any of these restrictions by any person or concern claiming by, through or under Tierra Verde, or by virtue of any judicial proceedings, any member of the Community association, or any of them jointly or severally shall have the right to proceed at law or equity to compel compliance with the terms hereof or to prevent the violation or breach of any of these restrictions. The failure to enforce any right, reservation, restriction or condition contained in this Declaration of Restrictions, however long continued, shall not be deemed a waiver of the right to do so thereafter as to the same breach or as to a breach occurring prior to subsequent thereto and shall not bar or affect its enforcement.

ADDITIONAL RESTRICTIONS

16.01 Tierra Verde may at any time at its discretion, which shall not be exercised unreasonably, amend any of the restrictions or covenants contained herein by later covenant, agreement for deed, or deed hereafter made where, in the opinion of Tierra Verde, great harm, injustice or damage would result to any person, natural or otherwise, by enforcement of these restrictions, or where an error, omission, or mistake has occurred in these restrictions or covenants, provided that any subsequent amendments to the restrictions or covenants contained herein shall not work to materially injure or diminish the rights of any other person, natural or otherwise who shall be subject to the deed restrictions contained herein.

SEVERABILITY

17.01 Invalidation or removal of any of these covenants by judgment, decree, court order, statute, ordinance, or amendment by the Subdivider, its successors or assigns, shall in no way affect any of the other provisions which shall remain in full force and effect.

IN WITNESS WHEREOF, Tierra Verde has caused these presents to be executed by its properly designated partner, Delverde, Inc., which is duly authorized, at Miami, Dade County, Florida, this 21st day of December, 1982. Signed by Paul M. Schaefer, authorized agent for Tierra Verde Company and Madonna Corp.

RESOLUTIONS 00-1, BYLAW AMENDMENT

WHEREAS, the Board of Directors of The Tierra Verde Community Association, Inc., hereinafter referred to as the "Association", is empowered to govern the affairs of the Community Association pursuant to its By Laws, Article II, &5. Powers.

WHEREAS, the number of members currently required to be present at an annual, regular or special meeting of the membership, either in person or by ballot or proxy, in order to constitute a quorum for such a meeting, shall be thiry percent (30%) of the members, reflected in the Association's records as of the Record Date for such a meeting, with the exception that in elections to the Board of Directors, the number of members actually casting votes shall constitute a quorum for such elections.

WHEREAS, the purpose and intent of this resolution is to change the quorum requirement for membership meetings when no voting action is to be taken. Therefore, Article V - MEETINGS, Section 4, QUORUM, Paragraph A, shall read:

"The number of members required to be present at an annual, regular or special meeting of the membership, either in person or by ballot or proxy, in order to constitute a quorum for such a meeting, only when there is an issue or issues to be voted upon, shall be thirty percent (30%) of the members reflected in the Association's records as of the Record Date (as hereinafter defined) for such a meeting, with the exception that in elections to the Board of Directors, the number of members actually casting votes (in person or by ballot or by proxy) shall constitute a quorum for such elections. The quorum requirement for holding an annual, regular, or special meeting without voting issues shall be those members who register at the meeting or have returned proxy statements".

NOW, THEREFORE, BE IT RESOLVED THAT the Board of Directors has taken action to correct the currently written Restrictions, as presented to the "Association" membership in Apri, 2000, receiving a 46.3% response from the me1mbership, and ratified at the Special Membership Meeting held on November 16, 2000, wherein 88.7% of the April 2000 responded was in favor of the amendment, and where 11.3% of the membership was opposed to the amendment.

IN WITNESS THEREOF, on this 8th day of January, 2001:

(SIGNATURES ON FILE)

RESOLUTIONS 01-2, BYLAW AMENDMENT

WHEREAS, the Board of Directors of The Tierra Verde Community Association, Inc., hereinafter referred to as the "Association", if empowered to govern the affairs of the Community Association pursuant to its By Laws, Article II, &5. Powers.

And WHEREAS, the Bylaws presently do not mandate that Directors shall be members of the "Association".

And WHEREAS, it is the intent of this resolution to add & 1,A to the "Association" Bylaws, Article II, Directors &1, Number and Terms, which currently states:

"The Corporation shall be governed by a Board of Directors consisting of not less than three (3) nor more than nine (9) directors. It is suggested, but not required, that a Director should not serve for more than 2 consecutive terms. Commencing with the first annual meeting in January 1985 of the voting membership, directors shall be elected for a term of two (2) years by the members in person or my mail. Each of the following voting districts shall have the number of directors indicated: (1) the Bayway (consisting of all Tierra Verde member properties located along the corridor of the Pinellas Bayway other than the member properties located in the Entrada and Sands Point districts) shall have three (3) directors, with the third director's term commencing with the expiration of the at-large position that existed prior to July 1991); ii) Entrada (consisting of the member properties located on that portion of Tierra Verde commonly known as Entrada) shall have two (2) directors; (iii) Monte Cristo (consisting of the member properties located on the island commonly known as Monte Cristo) shall have two (2) directors and (iv) Sands Point (consisting of the member properties located on the island commonly known as Sands Point and the member properties known as Tierra Verde Units Two and Three and also sometimes known as Tierra Verde Shores) shall have two (2) directors."

NOW, THEREFORE, BE IT RESOLVED THAT the Board of Directors has taken action to correct the currently written Bylaws, as presented to the "Association" membership in August, 2001, receiving a 42.7% response from the membership, and ratified at the Special Membership Meeting held on September 25, 2001 wherein 95,6% of the August 2001 response was in favor of the amendment, and where 4.4% of the membership was opposed to the amendment.

And, THEREFORE,& 1.A to Article II, Directors &1. Number and Terms, has been added as follows:

"All persons serving on the Board of Directors shall be members in good standing of the Tierra Verde Community Association, Inc, and shall reside within the geographic territory subject to the "Community Association" as of the date they become directors."

IN WITNESS THEREOF, on this 8th day of October, 2001:

(SIGNATURES ON FILE)

RESOLUTIONS 01-3, UNIT 1 DECLARATION OF RESTRICTIONS & COVENANTS AMENDMENT

WHEREAS, the Board of Directors of The Tierra Verde Community Association, Inc., hereinafter referred to as the "Association", if empowered to govern the affairs of the Community Association pursuant to its By Laws, Article II, &5. Powers.

And WHEREAS, the Unit 1 Deed Restrictions presently do not adequately address specific requirements for seawall repairs and replacements.

And WHEREAS, it is the intent of this resolution to amend & 3.07 to the "Association" Unit 1 Declaration of Restrictions and Covenants, Article II & 3.07 Seawalls, which currently states:

"Seawalls adjoining lots that are located within an area zoned as residential or multi-family residential shall be maintained and kept in good repair by Grantee at all times. Upon failure of Grantee to do so, the Association, upon ten (10) days notice to Grantee, may enter the lots containing the offending seawalls and may perform such obligation of Grantee, and the costs thereof shall be paid by the Grantee to the Association. Further, such costs shall become a lien upon the property until paid, including a reasonable attorney's fee for the collection thereof.

NOW, THEREFORE, BE IT RESOLVED THAT the Board of Directors has taken action to correct the currently written Restrictions, as presented to the "Association" membership in August, 2001, receiving a 42.7% response from the membership, and ratified at the Special Membership Meeting held on September 25, 2001 wherein 85.5% of the August 2001 response was in favor of the amendment, and where 14.5% of the membership was opposed to the amendment.

And, THEREFORE,& 3.07 to Article III, Seawalls, has been added as follows::

"All plans and specifications for constructing or improving any and all seawalls shall be submitted for approval by the Architectural Review Board, and no construction shall commence prior to receiving approval by the ARB that such plans and specifications conform to the Restrictions. All such submissions must include a copy of the contractor's license and insurance certificate (to include worker's compensation and liability coverages). All plans and specification must clearly delineate: 1) All seawalls must have a concrete cap and concrete face height of at least 24", 2) Seawall finished heights must not exceed give (5) feet above the mean low water level, 3) Specifications must include a drawing specifying mean low water levels, cap dimensions, anchors, filler materials (of the void between the walls), existing ground slope details and materials to be used for the seawall, 4) If a pool is to be installed within fifteen (15) feet of the seawall, said plans must specify and provide for adequate seawall anchor systems. No pool will exceed twenty-four (24) inches above ground level, 5) In the event the new seawall exceeds the heights of neighboring seawall, specifications must include return walls that match the existing slope of the lot and provide for adequate runoff protection to neighboring properties."

IN WITNESS THEREOF, on this 8th day of October, 2001:

(SIGNATURES ON FILE)

RESOLUTIONS 01-4, UNIT 1 DECLARATION OF RESTRICTIONS & COVENANTS AMENDMENT

WHEREAS, the Board of Directors of The Tierra Verde Community Association, Inc., hereinafter referred to as the "Association", if empowered to govern the affairs of the Community Association pursuant to its By Laws, Article II, &5. Powers.

And WHEREAS, the Unit 1 Deed Restrictions presently do not adequately address specific requirements for minimum building requirements with the "Association".

And WHEREAS, it is the intent of this resolution to amend & 3.06 to the "Association" Unit 1 Declaration of Restrictions and Covenants, Article III Minimum Building Requirements, which currently states:

"MINIMUM BUILDING REQUIREMENTS. No dwelling shall exceed County height restrictions, and exclusive of porches, garages, patios, breezeways, or other open or semi-open or screened enclosure, shall have a living area of not less than 2,000 square feet, except that this restriction shall not apply to the size of any units. (Outside wall dimensions shall be used for the purpose of measurement for compliance with this restriction.) All buildings that have a living area less than 2,000 square feet that are under construction or completed on or before the effective date of these restrictions shall be grandfathered in as permitted under these restrictions, but only for purposes of complying with the Minimum Building Requirements restriction.

NOW, THEREFORE, BE IT RESOLVED THAT the Board of Directors has taken action to correct the currently written Restrictions, as presented to the "Association" membership in August, 2001, receiving a 41.9% response from the membership, and ratified at the Special Membership Meeting held on September 25, 2001 wherein 81.3% of the August 2001 response was in favor of the amendment, and where 18.7% of the membership was opposed to the amendment.

And, THEREFORE,& 3.06 to Article III, Minimum Building Requirements shall read:

"BUILDING REQUIREMENTS: No structure in the AE, E1, R1, R2, R3 or RM districts shall exceed thirty-five (35) feet in height. Height is the vertical measurement from the base flood elevation to the highest point of the building or structure. Chimneys, flagpoles and structures requirement to conceal mechanical appurtenances such as elevator shafts, ventilation equipment, etc., may be erected to a maximum of ten (10) feet above the 35-foot height limit. All building permits by Pinellas County on or before the effective date of this amended restriction shall be grandfathered in as permitted under these restrictions, but only for purposes of complying with the maximum building height requirements. No structure shall have a living area of less than 2,000 square feet, exclusive of porches, garages, patios, breezeways, or other open or semi-open or screen enclosure. This restriction shall not apply to the size of any multi-family units. (Outside wall dimensions shall be used for the purpose of measurement for compliance with this restriction.)

IN WITNESS THEREOF, on this 8th day of October, 2001:

(SIGNATURES ON FILE)

 
 
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