Declaration of Covenants, Conditions, Restrictions,
Easements &
Building Guidelines
for
Progresso Heights
This Declaration of Covenants, Conditions,
Restrictions, Easements & Building Guidelines
(this �Declaration�) is made this 10th day of May
2004, by Progresso Heights Limited, a Belize
corporation (�Declarant�).
Part One
Introduction to the Community
Declarant, as the developer of Progresso Heights
(the �Community�), has established this
Declaration to provide a governance structure
and a flexible system of standards and procedures
for the overall development, expansion, administration
and maintenance of the Community as a mixed-use,
master planned development, and for the preservation
of property values therein.
Article I
Creation of the Community
1.1
Purpose & Intent. Declarant
is or shall be the holder of fee-simple title
to the land described in Exhibit A.
Declarant intends that the covenants, conditions,
restrictions, easements and building guidelines
set forth in this Declaration shall mutually
benefit and burden all Owners of land within
the Community, and the provisions of this Declaration
shall contribute to the value of every Owner�s
property, preserve the scenic beauty of the
Community�s natural surroundings, promote the
safe and family-oriented development of the
Community, and foster a gracious way of living
for all Owners and occupants of land within
the Community. Every Owner who purchases
land within the Community shall be deemed to
have done so voluntarily, with knowledge of
each and every one of the provisions of this
Declaration and the Exhibits attached hereto
and after having the opportunity to consult
with counsel of his/her/its choosing.
By recording this Declaration, Declarant intends
to establish a general plan of development for
the Community and to provide flexible and reasonable
procedures for the Community�s future expansion
and for its overall development, administration,
maintenance and preservation. An integral
part of Declarant�s general plan of development
for the Community will be the formation of Progresso
Heights Community Association Limited, a Belize
corporation, comprised of all Owners of land
within the Community for the following purposes:
to own the Common Area; to operate, maintain,
repair and replace the improvements constructed
or installed within the Area of Common Responsibility;
and to enforce the provisions of this Declaration
and the other Community Documents.
1.2
Binding Effect. By recording this
Declaration, Declarant hereby submits and subjects
all of the land described in Exhibit A
to the covenants, conditions, restrictions and
easements set forth in this Declaration.
The land described in Exhibit A
shall be owned, conveyed, leased, encumbered,
improved and used subject to the covenants,
conditions, restrictions and easements set forth
in this Declaration, which shall run with the
title to the land. This Declaration shall
be binding upon all Persons or Entities having
any right, title, or interest in any land within
the Community, their heirs, successors, successors-in-title
and assigns, and shall inure to the benefit
of each Owner of any parcel of land within the
Community.
1.3
Community Documents. The Community
Documents consist of the following: this Declaration
and any Supplemental Declarations applicable
to portions of the Community; the Association�s
Articles of Association and Memorandum of Association;
the Rules & Regulations described in Article
IV; the Architectural Guidelines described in
Article VI; and such Resolutions of general
application as the Association�s Board of Directors
may duly adopt in accordance with this Declaration,
the Articles and the Memorandum of Association;
as they all may be amended from time to time.
The Community Documents apply to all Owners
and occupants of land within the Community,
as well as to their respective tenants, guests
and invitees. If a Unit is leased, the
lease shall provide that the tenant and all
occupants of the leased Unit are bound by and
obligated to comply with the Community Documents.
Notwithstanding any other provision of this
Declaration, Declarant may record one or more
Supplemental Declarations or other declarations
of covenants applicable to any portion of the
Community, which declare additional restrictions
or provisions that are more restrictive than
the provisions of this Declaration; in such
event, the more restrictive provisions shall
control.
1.4
Neighborhood Documents. Some Neighborhoods
within the Community may be subject to additional
covenants, conditions, restrictions and easements
to be administered by a Neighborhood Association.
In such case, if there is a conflict between
or among the Community Documents and any such
additional covenants or restrictions, or the
Community Documents and the policies of any
Neighborhood Association, the Community Documents
shall control. The Association may, but
shall not be obligated to, enforce any such
covenants, conditions, restrictions, easements
or other instruments applicable to any Neighborhood.
Article II
Concepts & Definitions
The uncapitalized words and terms used in the
Community Documents shall generally be interpreted
in accordance with their natural, commonly accepted
meanings, unless otherwise defined herein.
As used in this Declaration and the other Community
Documents, capitalized words and terms shall
have the specific meanings set forth below.
Additional words and terms may be defined on
the first occasion that they appear in the text
of the Community Documents.
2.1
�Architectural Guidelines� (or the �Guidelines�)
means the guidelines and standards for the architecture,
design, and exterior items of improvements and
landscaping constructed or installed within
the Units, adopted pursuant to Article VI, and
as they may be amended at any time and from
time to time. The Architectural Guidelines
establish architectural standards and procedures
for the review of proposed improvements and
modifications to Units, including structures,
landscaping and other improvements within the
Units. A copy of the initial Guidelines,
as promulgated by Declarant, is attached in
Article VI.
2.2
�Architectural Review Board� (or the
�ARB�) means that certain committee, appointed
by the Board of Directors, and granted the authority
to review the plans and specifications for proposed
improvements to be constructed or installed
within a Unit, and to approve or reject the
same in accordance with Article VI and the Architectural
Guidelines. The authority of the Architectural
Review Board shall include the right to review
the plans and specifications for any proposed
modification to the existing improvements previously
constructed or installed within a Unit.
2.3
�Area of Common Responsibility� means
the Common Area, together with such other areas,
if any, for which the Association has been assigned
or may assume the responsibility to operate,
maintain, repair and replace the improvements
constructed or installed thereon, pursuant to
the terms of this Declaration, any Supplemental
Declaration, or other applicable covenants,
contracts or agreements.
2.4
�Articles of Association� (or the �Articles�)
means the Articles of Association of Progresso
Heights Community Association Limited, as they
may be amended from time to time. The
Articles establish the Association as a Belize
corporation under the law of Belize. A
copy of the initial Articles, as and when filed
by Declarant is or shall be attached hereto
as Exhibit B.
2.5
�Assessment� means the obligation of
an Owner to pay a determined or estimated sum
of money, or share thereof, levied by the Association
in accordance with this Declaration and the
Memorandum, in order to fund the expenses of
the Association incurred on behalf of one or
more Owners. As used in this Declaration
and the other Community Documents, the term
�Assessment� includes the following particular
categories of Assessments:
(a)
�General Assessment� means the Assessment
levied on all Units subject to Assessments pursuant
to Section 10.4, in order to fund the Common
Expenses for the general benefit of all Units
pursuant to Section 10.1.
(b)
�Special Assessment� means an Assessment
levied on all Units subject to Assessments pursuant
to Section 10.6, in order to fund capital improvements
for the benefit all Units or emergency expenses
of the Association pursuant to Section 10.1.
(c)
�Specific Unit Assessment� means an Assessment
levied on one or more, but fewer than all Units,
in order to fund expenses incurred for the particular
benefit of, or because of the acts or omissions
of, the Owner or Owners of such particular Unit
or Units pursuant to Section 10.6.
(d)
�Neighborhood Assessment� means an Assessment
levied against the Units in a particular Neighborhood,
or Neighborhoods to fund Neighborhood Expenses,
as more particularly described in Section 10.7.
2.6
�Association� means Progresso Heights
Community Association Limited, a Belize
corporation, and its successors or assigns.
The Association shall hold title to the Common
Area, and is vested with the authority to operate
and maintain the Area of Common Responsibility,
to maintain, repair and replace the improvements
constructed or installed thereon, to administer
the Community, and to enforce the provisions
of this Declaration and the other Community
Documents.
2.7
�Board of Directors� (or the �Board�)
means the governing body responsible for the
administration of the Association, selected
as provided in the Articles and the Memorandum
of Association, and generally serving the same
role as a board of directors under the corporate
law of Belize. �Director� means
an individual member of the Board.
2.8
�Builder� means any Person or Entity
who purchases one or more Units for the purpose
of constructing residential improvements for
later resale to one or more consumers, or who
purchases one or more parcels of land within
the Community for further subdivision, development
or resale in the ordinary course of such Builder�s
business. Any Person or Entity who occupies
or leases a Unit for residential purposes shall
immediately cease to be a �Builder� with respect
to the Unit so occupied or leased, notwithstanding
that such Person or Entity originally purchased
the Units for the purpose of constructing residential
improvements for later resale to consumers.
2.9
�Charge� means a mortgage, charge, a
deed of trust, a deed to secure debt, or any
other form of security instrument encumbering
title to any Unit.
2.10
�Chargee� means mortgagee, the holder
or beneficiary of a Charge.
2.11
�Common Area� means all real property,
including easements, including those improvements
constructed or installed thereon, which the
Association owns, leases, or in which it otherwise
holds possessory or use rights for the common
use and enjoyment of the Owners. As used
in this Declaration, the term shall include
the Limited Common Area, as defined and described
in Section 2.22, unless specifically excluded.
2.12
�Common Expenses� means the actual and
estimated expenses incurred, or anticipated
to be incurred, by the Association for the general
benefit of all Owners, including any reasonable
Reserves, as the Board may find or deem necessary
and appropriate pursuant to the Community Documents.
The Common Expenses shall not include any expenses
incurred for the initial development or other
costs of constructing or installing the original
subdivision improvements within the Community,
unless Voting Members representing a majority
of the total Class �A� votes approve.
2.13
�Community� means the land described
in Exhibit A, as may be subjected
to this Declaration.
2.14
�Community Documents� means, collectively,
this Declaration and any Supplemental Declaration,
the Plat and/or Master Plan, the Articles of
Association, the Memorandum of Association,
the Rules & Regulations, the Architectural
Guidelines, and the Resolutions of general application
duly adopted by the Board of Directors, as they
all may be amended from time to time.
2.15
�Community-Wide Standard� means the standard
of conduct, maintenance, or other activity generally
prevailing within the Community, or the minimum
standards established pursuant to this Declaration,
the Architectural Guidelines, the Rules &
Regulations, and the Resolutions of general
application duly adopted by the Board of Directors,
whichever is the highest standard. Declarant
shall initially establish the Community-Wide
Standard, and it may contain both objective
and subjective elements. The Community-Wide
Standard may evolve as development progresses
and as the needs and desires of the Owners change,
but in no event may a change in custom serve
to amend this Declaration or any of the Community
Documents.
2.16
�Covenant to Share Costs� means the Declaration
of Easements and Covenant to Share Costs that
Declarant has executed and recorded. The
Covenant to Share Costs grants or declares easements
for the benefit of the Association and/or the
present and future owners of the subject land,
and provides for the sharing of the costs of
maintaining property described therein.
2.17
�Declarant� means Progresso Heights Limited,
a Belize corporation, or any successor or assign
who takes title to any portion of the land described
in Exhibit A for the purpose of
developing and selling such land and who is
designated as a �successor Declarant� in an
instrument that is executed and recorded by
the immediately preceding Declarant; provided,
however, that there shall never be more than
one �Declarant� at any time.
2.18
�Declarant Control Period� means the
period of time during which Declarant is entitled
to appoint a majority of the members of the
Board of Directors as provided in Section 10,
Article 11 of this Declaration. The Declarant
Control Period shall terminate on the first
to occur of the following events:
(a)
when certificates of occupancy have been issued
for the Homes constructed within ninety percent
(90%) of the total number of Units permitted
by the Master Plan for the land described in
Exhibit A and such Units have
been conveyed to Class �A� Members other than
the Builders;
(b)
December 31, 2015; or
(c)
when, in its discretion, the Class �B� Member
so determines.
2.19
�Declaration� means this Declaration
of Covenants, Conditions, Restrictions, Easements
& Building Guidelines for Progresso Heights
as recorded in the Public Records of Belize,
and as it may be amended from time to time.
This Declaration creates obligations that are
binding upon Declarant, the Association and
all present and future Owners.
2.20
�Entity� means any corporation, partnership,
limited liability company, or any other legally
created and validly existing entity.
2.21
�Home� means the permanent improvements
constructed within a Unit or Homesite for the
purposes of providing a single-family residential
dwelling to the Owner and/or other occupants
of such Home.
2.22
�Limited Common Area� means a portion
of the Common Area set aside for the exclusive
use and primary benefit of one or more, but
less than all, Owners or Neighborhoods, as the
case may be, as more particularly described
in Article XIII.
2.23
�Master Plan� means the land use plan
for the development of the Community prepared
by Declarant, and approved or to be approved
by the Government of Belize, including, for
example, the Ministry of Natural Resources,
and as it may be amended from time to time.
The Master Plan includes all of the land described
in Exhibit A.
2.24
�Member� means a Person or Entity subject
to mandatory membership in the Association pursuant
to Section 8.2. Pursuant to Section 8.3,
there shall initially be two classes of Members:
(a) the �Class �A� Members,� who shall
include all Owners other than Declarant; and
(b) the �Class �B� Member,� or Declarant.
2.25
�Memorandum of Association� means the
Memorandum of Association of Progresso Heights
Community Association Limited, as it may be
amended from time to time. The Memorandum
of Association governs the Association�s internal
affairs, including, without limitation, the
procedures for voting, elections, and meetings.
A copy of the initial Memorandum of Association,
as adopted by Declarant, is attached to this
Declaration as Exhibit C.
2.26
�Neighborhood� means a group of Units
designated, pursuant to Section 8.5, as a separate
�Neighborhood� within the Community for one
or more of the following purposes: sharing the
use and enjoyment of a designated Limited Common
Area; or receiving other benefits or services
from the Association that are not provided to
all Units; or electing Voting Members.
A Neighborhood may be comprised of more than
one type of Home, and may include non-contiguous
parcels of land. If the Association provides
benefits or services to fewer than all Units
within a particular Neighborhood, then the benefited
Units shall constitute a sub-Neighborhood for
purposes of determining and levying Neighborhood
Assessments for such benefits or services.
Where the context permits or requires, the term
Neighborhood shall also refer to the Neighborhood
Committee, as established in accordance with
the Memorandum of Association, or the Neighborhood
Association, if any, having concurrent jurisdiction
over the land within the Neighborhood.
Neighborhood boundaries may be established and
modified as provided in Section 8.5.
2.27
�Neighborhood Association� means a strata-title
association and/or other property owners association,
if any, having jurisdiction over any Neighborhood
concurrent with, but subordinate to, the jurisdiction
of the Association. Nothing in this Declaration
shall be construed to require the creation of
any Neighborhood Association.
2.28
�Neighborhood Expenses� means the actual
and estimated expenses, which the Association
incurs or expects to incur for the benefit of
the Owners of the Units within a particular
Neighborhood or Neighborhoods. Neighborhood
Expenses may include a reasonable Reserve for
capital repairs and replacements, and a reasonable
administrative charge, as may be authorized
pursuant to this Declaration or in the Supplemental
Declaration applicable to such Neighborhood
or Neighborhoods.
2.29
�Officer� means one of the Persons selected
by the Board of Directors, in accordance with
the Memorandum of Association, to administer
the day-to-day affairs of the Association.
2.30
�Owner� means, collectively, the Persons
or Persons who, and/or the Entity or Entities
that, hold record fee-simple title to any Unit,
but excludes any Person or Entity that holds
an interest in a Unit merely as security for
the performance of an obligation. The
present holder of a record life estate in any
Unit shall be deemed to be the Owner of such
Unit during the term of the life estate.
If a Unit is sold under a recorded installment
land sales contract, contract for deed or similar
contractual arrangement, and such contract specifically
so provides, the contract purchaser (rather
than the fee owner) shall be considered the
Owner.
2.31
�Person� means a natural person, including
a trustee or other fiduciary acting on behalf
of a Person or Persons who are the beneficiaries
or equitable owners under a trust or similar
arrangement.
2.32
�Plat� means the recorded subdivision
plat (or plats), approved by the Government
of Belize, that subdivides the land subject
to this Declaration and thereby creates the
Units, Common Area, and Public Streets within
the Community. The Plat may set forth
restrictions, easements or other provisions
in addition to those set forth in this Declaration.
As used in this Declaration, the term �Plat�
may include a recorded strata plot plan creating
strata title units within the Community.
2.33
�Public Streets� means and includes those
streets and roads, as set forth on the Plat
and/or Master Plan, as well as related improvements,
constructed or installed within the rights-of-way
dedicated to the Government of Belize.
2.34
The uncapitalized terms �record,� �recording,�
and �recorded,� as used in this Declaration
and the other Community Documents, shall refer
to the filing of a legal instrument, executed
with all of the formalities required of a deed,
in the Public Records of Belize, or such other
records of the Government of Belize as may be
designated as the appropriate location for the
recording of subdivision plats and similar documents
affecting title to real estate, as applicable.
2.35
�Reserves� means those funds set aside
and reserved for capital repair and replacements
of the improvements constructed or installed
within the Common Area and the Area of Common
Responsibility (to the extent that the Association
has assumed or been assigned the responsibility
for such repairs and replacements to the improvements
within the Area of Common Responsibility).
2.36
�Resolution� means a resolution duly
adopted by the Board of Directors, at any time
and from time to time, in accordance with this
Declaration, the Articles of Association and
the Memorandum of Association. A Resolution
of general application may establish policies
and procedures for the internal governance and
activities of the Association, regulate the
operation and use of the Common Area, or amend,
replace or repeal any Resolution previously
adopted.
2.37
�Rules & Regulations� (or the �Rules�)
means the Rules & Regulations of the Community,
as they may be amended from time to time pursuant
to Article IV. The Rules regulate the
use of the Units, the Common Area and the Area
of Common Responsibility in the interests of
the health, safety and welfare of the Owners.
A copy of the initial Rules & Regulations,
as promulgated by Declarant, is attached hereto
as Exhibit D.
2.38
�Supplemental Declaration� means an instrument
recorded in the public records of Belize, which
may grant or declare easements, and impose additional
obligations or restrictions upon the Community;
or designate Neighborhoods, and may also refer
to an instrument executed and recorded by Declarant
to designate Voting Groups pursuant to Section
8.5(c).
2.39
�Unit� means a portion of the Community,
whether improved or unimproved, which may be
separately owned and is intended for development,
use and occupancy as an attached or detached
residence for a single family. The term
shall include the land, if any, which is part
of the Unit as well as any improvements constructed
or installed thereon. In the case of a
strata-title unit such as a condominium, townhouse,
carriage-home, or similar structure containing
multiple dwellings, each dwelling shall be deemed
to be a separate Unit.
Units may be combined or further subdivided,
and boundary lines of Units may be changed,
only by the recording of a Plat or other legal
instrument further subdividing or re-subdividing
the parcel of property (which subdivision shall
be subject to such other restrictions as may
be set forth in this Declaration or rules of
the Association). Absent the recording
of such a plat or other legal instrument, ownership
of adjacent Units by the same Owner shall not
permit such Units to be treated as a single
Unit for purposes of voting and Assessments,
notwithstanding that such Units may be improved
by constructing a single dwelling thereon.
Notwithstanding anything contained herein to
the contrary, Declarant or its approved designees
may subdivide a parcel or Unit.
2.40
�Voting Group� means one or more Voting
Members who vote on a common slate for election
of the Directors, as more particularly described
in Section 8.5(c), or, if the context so indicates,
the group of Members whose Units are represented
by such Voting Members.
2.41
�Voting Member� means the representative
selected by the Class �A� Members within each
Neighborhood pursuant to Section 8.5(b) to cast
the Class �A� votes attributable to their Units
on all matters requiring a vote of the membership
(except as otherwise specifically provided in
this Declaration and in the Memorandum of Association).
The term �Voting Member� shall also refer to
alternate Voting Members acting in the absence
of the Voting Member and any Owners authorized
personally to cast the votes for their respective
Units pursuant to Section 8.5(b).
Part Two
Creation & Maintenance of Community-Wide
Standards
This Declaration declares certain restrictions
regarding conduct, use, maintenance, architecture,
landscaping and other matters within the Community,
and establishes procedures for adopting, modifying,
applying, and enforcing such standards while
providing the flexibility for the Community-Wide
Standards to evolve as the Community changes
and grows over time. The Community-Wide
Standards for conduct, use, maintenance, architecture,
landscaping and other matters within the Community
are what embodies the Community�s identity and
makes it a place that people want to call �home,�
and every Owner and occupant of a Unit may take
pride in upholding such standards and in the
results of that common effort.
Article III
Use & Conduct Restrictions
3.1
Imposition of Covenants Regarding Use &
Conduct. Declarant, for itself and
for its successors-in-title to all land within
the Community, hereby covenants and agrees that
such land shall be subject to the restrictive
covenants regarding the use of land and the
conduct of Persons or Entities set forth in
this Article III, as well as the Rules &
Regulations adopted pursuant hereto, and hereby
declares that the Association is authorized
to enforce such covenants and Rules pursuant
to this Declaration and the other Community
Documents. Every Owner of land within
the Community, by its acceptance of a deed or
other instrument conveying title to such land,
shall be deemed to have covenanted and agreed
to comply with such covenants and Rules or the
sanctions imposed by the Association for failure
to comply therewith.
3.2
Residential Use. No one may use
any Unit for any purpose other than the construction
and occupation of an attached or detached Home,
except as otherwise expressly provided in this
Declaration and with respect to those parcels
designated on the Master Plan as a commercial
parcel.
3.3
Vehicle Parking, Storage, Maintenance &
Repairs. The parking, storage, maintenance
and repair of all vehicles within the Community
shall be subject to the following restrictions:
(a)
Parking Generally. Every Owner
and other occupant of a Unit shall park their
vehicles completely within such Unit�s garage,
carport or driveway when not in use or on the
Public Streets, as permitted by the Community
Documents. No one may park their vehicle
elsewhere within the Community, including, but
not limited to, within the rights of way of
the Public Streets, within the Common Area (except
in Common Area parking areas designated for
such purpose), or elsewhere within any Unit
(except within such Unit�s garage, carport or
driveway).
(b)
Inoperable Vehicles. No one may
park any inoperable vehicle, or any vehicle
that lacks a current operating license or registration,
anywhere within the Community, except completely
within a Unit�s garage or carport.
(c)
Commercial & Service Vehicles.
Service and delivery vehicles may be parked
within the driveway of a Unit or the designated
parking areas within the Common Area, during
daylight hours, for such period of time as is
reasonably necessary to provide service or to
make a delivery to a Unit or the Common Area.
The Owner or other occupant of a Unit may park
a business or commercial pickup, or similar
van or light truck, within the driveway of Unit,
overnight, provided such business or commercial
vehicle is also such Owner�s principal means
of private transportation. No one may
otherwise park any commercial vehicle anywhere
within the Community except on the portions
of the Community where commercial use is
considered permissible, as reflected on the
Master Plan.
(d)
Construction Vehicles & Equipment.
No one may park any construction or farm vehicle
or equipment anywhere within the Community;
provided, however, that construction vehicles
and equipment may be parked within a Unit or
the Common Area during the construction or installation
of improvements thereon, as is reasonably necessary
to complete such improvements; provided further,
farm vehicles may be parked in ARB approved
commercial areas.
(e)
Recreational Vehicles, Etc. No
one may park any recreational vehicle, including,
without limitation, travel trailers, mobile
homes, towed campers, trucks with mounted campers,
and all similar vehicles, anywhere within the
Community; provided, however, that the Owner
or other occupant of a Unit may park a recreational
vehicle on the driveway of a Unit for no more
than a fourteen (14) consecutive day period
but only if a Home is fully constructed on said
Unit, exclusively for the purposes of loading
and unloading such vehicle. No one may
sleep or otherwise reside in a recreational
vehicle while it is present within or upon a
Unit.
(f)
Boats & Other Watercraft. No
one may park any boat or other watercraft or
their trailers anywhere within the Community,
except that the Owner or other occupant of a
Unit may park a boat or other watercraft and
its trailer completely within such Unit�s garage
or carport. No one may sleep or otherwise
reside in a boat or other watercraft while it
is present within or upon a Unit.
(g)
Vehicle Maintenance & Repairs.
No one may perform vehicle maintenance or repairs
anywhere within the Community, except that the
Owner or other occupant of a Unit may perform
such maintenance or repairs within such Unit�s
garage or carport, after taking necessary and
appropriate precautions for ventilation.
The
Association may adopt Rules & Regulations
that further regulate vehicle parking, or that
provide temporary exceptions for vehicle parking
for special occasions (such as parties, receptions
and other short-term social functions); provided,
however, that the Association shall make no
exception for overnight parking within the right
of way of any of the Public Streets. The
Board of Directors, or its designee, may cause
any vehicle that is parked in violation of this
Section 3.3, or the Rules adopted pursuant hereto,
to be towed and removed from the Community,
all at the Owner�s or occupant�s cost and expense.
3.4
Use of Motorized Vehicles within Common Area.
No one may park or operate a motorized vehicle
on the pathways or trails owned or maintained
by the Association.
3.5
Storage of Flammable Fuels, Etc.
Except on those Units designated Commercial
Units, no one may store gasoline, heating oil,
or other flammable fuels or liquids within the
Community; provided, however, that the Owner
or occupants of a Unit may store a reasonable
amount of fuel within the garage of the Unit
for emergency purposes and the operation of
gas grills, lawn mowers and similar tools or
equipment, not to exceed five (5) gallons.
The Association may store fuel for the operation
of maintenance vehicles, generators, and similar
equipment. This covenant shall not apply to
any underground fuel storage tank authorized
pursuant to Article IV.
3.6
Pets & Other Animals. Owner(s)
or other occupants of a Unit may keep a reasonable
number of dogs, cats, horses, or other usual
and common household pets within such Unit.
No one shall permit any pet, animal, or livestock
to roam free, make objectionable noise, or endanger
the health or safety of, or constitute a nuisance
or inconvenience to, the Owners or other occupants
of other Units. Any pet that violates
this Section 3.6, in the sole discretion of
the Board of Directors, shall be removed from
the Unit and the Community upon the Board�s
request. If the owner of such pet fails
to honor such request, the Board may cause the
pet to be removed from the Unit and the Community,
and all costs and expenses of such removal shall
be the responsibility of the Unit Owner.
Pet owners shall keep their dogs on a leash,
or otherwise confined in a manner acceptable
to the Board, whenever their dogs are present
outside their Homes. All pets shall be
registered, licensed and inoculated as required
by applicable laws, codes and ordinances.
The Association may adopt Rules & Regulations
that further regulate the keeping of pets within
the Community, including, but not limited to,
the restriction of the number of animals that
may be kept within a Unit, the prohibition of
certain species or breeds, and the regulation
or prohibition of pet activities within the
Common Area.
Every pet owner shall be strictly responsible
for the behavior of such owner�s pet, including,
for example, any damage to property or injury
to Persons caused by such pet, and shall indemnify,
defend and hold Declarant, the Association and
every other Owner or occupant of a Unit completely
free and harmless from and against any and all
damage or injury caused by such pet.
3.7
Compliance with Applicable Laws, Etc.
No one shall engage in any activity within the
Community that violates any applicable any law,
ordinance or regulation of Belize, as they may
be amended from time to time; provided, however,
that the Association shall have no obligation
to enforce any such law, ordinance or regulation
in the event of a violation.
3.8
Foul or Obnoxious Odors. No one
shall engage in any activity within the Community
that emits foul or obnoxious odors or creates
noise or other conditions, which tends to disturb
the peace or threaten the safety of the Owners
or other occupants of other Units. The
Association may adopt Rules & Regulations
that further regulate such activities that tend
to cause foul or obnoxious odors, including,
but not limited to, further restricting or prohibiting
certain specified activities.
3.9
Loud or Obnoxious Noises. No one
shall use or discharge any radio, loudspeaker,
horn, whistle, bell, or other sound device so
as to be audible to the Owners or other occupants
of other Units, except alarm devices used exclusively
for security purposes. The Association
may adopt Rules & Regulations that further
regulate such activities that tend to cause
loud or obnoxious noises, including, but not
limited to, further restricting or prohibiting
certain specified activities.
3.10
Unclean or Untidy Conditions. No
one may pursue any hobby or engage in any other
activity that tends to cause an unclean, unhealthy,
or untidy condition to exist outside of the
enclosed structures within a Unit. The
Association may adopt Rules & Regulations
that further regulate such activities that tend
to cause unclean, unhealthy or untidy conditions,
including, but not limited to, further restricting
or prohibiting certain specified activities.
3.11
Nuisances & Other Offensive Activities.
No one may engage in any noxious or offensive
activity that, in the reasonable determination
of the Board of Directors, tends to cause embarrassment,
discomfort, annoyance or nuisance to the Owners
or occupants of the Units. The Association
may adopt Rules & Regulations that further
regulate such activities, including, but not
limited to, further restricting or prohibiting
certain specified activities.
3.12
Burning of Trash, Etc. No one may
engage in the burning of trash, leaves, debris
or other materials; provided, however, that
Declarant, a Builder, or other contractor may
engage in such burning during the normal course
of constructing or installing improvements within
a Unit or the Common Area. The Board of
Directors, or the Architectural Review Board,
as applicable, may adopt Rules & Regulations,
or Architectural Guidelines, that further regulate
such activities, including, but not limited
to, the time, place and manner of such burning.
3.13
Disposal of Certain Materials.
No one may dump grass clippings, leaves or other
debris, petroleum products, fertilizers, or
other potentially hazardous or toxic substances
in any drainage ditch, stream, creek or river,
or elsewhere within the Community; provided,
however, that fertilizers may be applied to
landscaping within the Units or the Common Area,
provided care is taken to minimize the run-off
therefrom.
3.14
Garbage Receptacles & Collection.
No one may deposit, accumulate or keep garbage,
recycling materials or yard refuse within a
Unit or anywhere else within the Community,
except in closed, sanitary receptacles or recycling
bins between the regular collection times of
such garbage, recycling materials or yard refuse.
The Association may adopt Rules & Regulations
that further regulate the storage and collection
of garbage, recycling materials and yard refuse,
including, but not limited to, prescribing collection
times, the type of receptacles to be used, and
the proper storage of such receptacles between
regular collection times.
3.15
Use of Water Bodies. The Association
shall not be responsible for any loss, damage,
or injury to any Person or property arising
out of the authorized or unauthorized use of
rivers, lakes, ponds, creeks, streams or other
bodies of water within or adjacent to the Community.
The Association may adopt Rules & Regulations
that further regulate such water-related activities,
including, but not limited to, further restricting
or prohibiting certain specified activities.
NEITHER DECLARANT, ASSOCIATION NOR ANY OF THEIR
OFFICERS, DIRECTORS, COMMITTEE MEMBERS, EMPLOYEES,
MANAGEMENT AGENTS, CONTRACTORS OR SUBCONTRACTORS
(COLLECTIVELY, THE �LISTED PARTIES�) SHALL BE
LIABLE OR RESPONSIBLE FOR MAINTAINING OR ASSURING
THE SAFETY, WATER QUALITY OR WATER LEVEL OF/IN
ANY RIVER, LAGOON, LAKE, POND, CANAL, CREEK,
STREAM, OR OTHER WATER BODY WITHIN THE COMMUNITY,
EXCEPT AS SUCH RESPONSIBILITY MAY BE SPECIFICALLY
IMPOSED BY, OR CONTRACTED FOR WITH, AN APPLICABLE
GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCY OR
AUTHORITY. FURTHER, NONE OF THE LISTED
PARTIES SHALL BE LIABLE FOR ANY PROPERTY DAMAGE,
PERSONAL INJURY, OR DEATH OCCURRING IN, OR OTHERWISE
RELATED TO, ANY WATER BODY, ALL PERSONS USING
SAME SHALL BE DOING SO AT THEIR OWN RISK.
ALL
OWNERS AND OCCUPANTS OF ANY PORTION OF THE COMMUNITY
LOCATED ADJACENT TO OR HAVING A VIEW OF ANY
OF THE AFORESAID WATER BODIES, INCLUDING, FOR
EXAMPLE, THE RIVER OR LAGOON, SHALL BE DEEMED,
BY VIRTUE OF THEIR ACCEPTANCE OF THE DEED TO
OR USE OF, SUCH UNIT, TO HAVE AGREED TO RELEASE
THE LISTED PARTIES FROM ALL CLAIMS FOR ANY AND
ALL CHANGES IN THE QUALITY AND LEVEL OF THE
WATER IN SUCH BODIES.
ALL
PERSONS ARE HEREBY NOTIFIED FROM TIME TO TIME
WILDLIFE MAY HABITAT ON OR ENTER INTO WATER
BODIES WITHIN OR NEARBY THE PROPERTIES AND MAY
POSE A THREAT TO PERSONS, PETS AND PROPERTY,
BUT THAT THE LISTED PARTIES ARE UNDER NO DUTY
TO PROTECT YOU AGAINST AND DO NOT IN ANY MANNER
WARRANT OR INSURE AGAINST ANY DEATH, INJURY
OR DAMAGE CAUSED BY SUCH WILDLIFE.
3.16
Use of Firearms. No one may discharge
any firearm, crossbow or similar weapon within
the Community; provided, however, that the Association
shall have no obligation to prevent or stop
such discharges.
3.17
Wildlife. No one may capture, trap,
or kill any wildlife within the Community, except
as expressly approved by the Board of Directors,
and as necessary to preserve the health, safety
and welfare of residents of the Community.
3.18
Preservation of Environment. No
one may engage in any activity that materially
disturbs or destroys the vegetation, wildlife,
wetlands, or air quality within the Community,
uses excessive amounts of water, or results
in unreasonable levels of sound or light pollution.
3.19
Conduct of Business Activities.
Except on those Units designed on the Master
Plan as Commercial Units, no one may engage
in any business, trade, garage sale, moving
sale, rummage sale, or similar activity within
the Community; provided, however, that the Owner
or other occupant of a Unit may maintain and
use a �home office� within the Unit provided
that such business activity: (i) is not apparent
or detectable by sight, sound, or smell from
outside the Unit; (ii) conforms to all zoning
and other land use requirements of Belize or
any other governmental body having jurisdiction
over the Community; (iii) does not involve door-to-door
solicitation of the Owners or occupants of any
Unit; (iv) does not, in the reasonable judgment
of the Board of Directors, generate a level
of vehicular or pedestrian traffic or a number
of vehicles being parked within the Community
which is noticeably greater than that which
is typical of Units in which no home office
is maintained; and (v) is consistent with the
residential character of the Community and does
not constitute a nuisance, or a hazardous or
offensive use, or threaten the security or safety
of other residents of the Community, as may
be determined in the Board�s sole discretion.
The terms �business� and �trade,� as used in
this Section 3.19, shall be construed to have
their ordinary, generally accepted meanings
and shall include, without limitation, any occupation,
work, or activity undertaken on an on-going
basis which involves the provision of goods
or services for which the provider receives
a fee, compensation, or other form of consideration,
regardless of whether such activity: (i) is
engaged in full or part-time; (ii) is intended
to be for-profit or not-for-profit; or (iii)
requires a license. The leasing of a Unit
shall not be considered a business or trade
within the meaning of this Section 3.19.
This Section 3.19 shall not apply to any activity
conducted by Declarant, or a Builder approved
by Declarant, including, but not limited to,
the sale or lease of any Unit(s) that Declarant
or a Builder owns, the operation of a timeshare
or similar program, or related marketing and
sales activities.
3.20
Solicitations. No one may engage
in commercial or charitable door-to-door solicitations
within the Community; provided, however, that
the Board of Directors may permit charitable
organizations to conduct such solicitations,
as approved in writing. The Association
may adopt Rules & Regulations that further
regulate solicitation activities, including,
but not limited to, prescribing the time, place
and manner of solicitations, and identifying
certain charitable organizations that may solicit
contributions within the Community.
3.21
Time Shares, Etc. No one may use
any Unit for the operation of a time-sharing,
fraction-sharing, or similar program whereby
the right to the exclusive use of the Unit rotates
among participants in the program on a fixed
or floating time schedule over a period of years;
provided, however, that Declarant, or its assigns,
may operate such a program with respect to Units
which it, or its assigns, owns.
3.22
Leasing of Units. The Owner of
a Unit may lease such Unit for residential purposes
only. Every lease of a Unit shall be in
writing, shall transfer possession of the entire
Unit and not a portion or portions thereof,
and shall require the lessee and other occupants
of the Unit to comply with the requirements
of this Declaration and each of the other Community
Documents, as they each may be amended or supplemented.
The Owner shall provide the lessee with current
copies of this Declaration and the other Community
Documents. The Association may adopt Rules
& Regulations that further regulate leasing
activities, including, but not limited to, prescribing
the form of written lease, or requiring the
registration of the lessee with the Association.
The terms �lease� and �leasing,� for purposes
of this Section 3.22, shall refer to the regular,
exclusive occupancy of a Unit by any Person,
other than the Owner, for which the Owner receives
any consideration or benefit, including, but
not limited to, rent, fees, or in-kind services.
3.23
Community Reserves. All portions of the Properties subject
to the Community Reserves shall be known as
�Open Spaces� and shall be generally left in
their natural state. Any proposed alteration
of a community reserve area, including the removal
of fallen limbs, dead trees or other natural
debris, shall require the written consent of
the ARB and, during the Declarant Control Period,
the written consent of the Declarant.
3.24
Maya Artifacts. Maya artifacts
are considered the possession of the Government
of Belize; however, such artifacts may be displayed
within the Community. Removal of the artifacts
from the Community is considered a material
breach of this Declaration and such acts or
omissions will subject such Owner or occupant
to the fines and other sanctions of this Declaration.
Article IV
Rules & Regulations
4.1
Framework for Regulation. This
Declaration establishes, as part of the general
plan of development for the Community, a framework
of covenants, restrictions and easements, which
govern the Community. This Declaration
also provides for the promulgation, modification
and expansion of the Rules & Regulations,
which regulate the use of the Units and the
Common Area in the interests of the health,
safety and welfare of the Owners and other occupants
of the Units, which Rules shall complement the
restrictive covenants. Within that framework,
the Board of Directors and the Members shall
have the flexibility to respond to unforeseen
problems and changes in circumstances, conditions,
needs, desires, trends and technology.
Accordingly, this Article establishes the procedures
for modifying and expanding the initial Rules
& Regulations set forth in Exhibit
D.
4.2
Rule-Making Authority of Board.
Subject to the limitations and procedural requirements
of this Article and the Board of Directors�
duty to exercise reasonable business judgment
and on behalf of the Association and the Members,
the Board may modify, cancel or delete, limit,
create exceptions to, or expand the Rules &
Regulations. The Board shall send notice
to all Owners concerning any proposed action
regarding the Rules at least fifteen (15) days
prior to the Board meeting at which such action
is to be considered. Members or Voting
Members, as the case may be, shall have a reasonable
opportunity to be heard at the Board meeting
prior to such action being taken. A Board
action regarding the Rules shall become effective
after compliance with Section 4.4, unless Members
and/or Voting Members, as the case may be, representing
more than fifty percent (50%) of the total Class
�A� votes, and the Class �B� Member, if any,
disapprove such action at a meeting. The
Board shall have no obligation to call a meeting
of the Members to consider such action, except
upon receipt of a petition of the Voting Members
pursuant to the requirements for special meetings
provided in the Memorandum of Association.
Upon receipt of such petition of the Voting
Members prior to the effective date of any Board
action under this Section 4.2, the proposed
action shall not become effective until after
such meeting is held, and its effectiveness
shall be subject to the approval or disapproval
of the Voting Members at such meeting.
4.3
Rule-Making Authority of Members.
Alternatively, at a meeting of the Members duly
called for such purpose, Members and/or Voting
Members, as the case may be, who represent more
than fifty percent (50%) of the total Class
�A� votes may vote to amend, expand or otherwise
modify the Rules & Regulations then in effect.
Such action shall require approval of the Class
�B� Member, if any.
4.4
Notice of Newly-Adopted Rules.
Prior to any action regarding the Rules &
Regulations taken under this Article IV becoming
effective, the Board of Directors shall cause
a copy of the new Rule or explanation of any
changes to the existing Rules & Regulations
to be (electronically or otherwise) sent or
transmitted to every Owner. The effective
date shall not be fewer than fifteen (15) days
following such distribution to the Owners.
The Association shall provide, at no charge,
a copy of the Rules then in effect to any Owner
or Chargee who requests it.
4.5
Relationship to Architectural Guidelines.
No action taken under this Article shall have
the effect of repealing, expanding or otherwise
modifying the Architectural Guidelines or any
provision of this Declaration or any other Community
Documents other than the initial Rules &
Regulations set forth in Exhibit D.
In the event of a conflict between the Guidelines
and the Rules, the Guidelines shall control.
4.6
Owners� Acknowledgment & Notice to Purchasers.
By accepting a deed or other instrument conveying
title to a Unit, each Owner shall be deemed
to have covenanted and agreed that use of the
Units and the Common Area is subject to the
Rules & Regulations, as amended, expanded
and otherwise modified from time to time.
Each Owner, by accepting a deed or other instrument
conveying title to a Unit, shall be deemed to
have acknowledged and agreed that the use, enjoyment
and marketability of such Owner�s Unit will
be affected by this Declaration and the Rules,
which may be amended, expanded or otherwise
modified from time to time.
4.7
Limitations on Rule-Making Authority.
Except as may be set forth in this Declaration,
as it may be amended from time to time, or in
the initial Rules & Regulations set forth
in Exhibit D, all Rules shall
comply with the following provisions:
(a)
Similar Treatment. The Owners who
are similarly situated shall be treated in a
similar manner; provided, however, that the
Rules may vary by Neighborhood.
(b)
Religious, Holiday & Political Displays.
The Owners shall have the absolute right to
display, within their Homes, religious and holiday
signs, symbols, and decorations of the kinds
normally displayed in homes located in single-family
residential neighborhoods, and such right may
not be abridged by the Association; provided,
however, that the Association may adopt Rules
that reasonably regulate the time, place, and
manner in which signs and symbols are displayed,
or otherwise visible from outside a Home.
Likewise, the Owners shall have the absolute
right to display political signs on behalf of
candidates and issues, and the Association may
not regulate the content of such political signs;
provided, however, that the Association may
adopt Rules that reasonably regulate the time,
place and manner of the posting of such signs,
including, for example, their size and other
design criteria.
(c)
Household Composition. The Association
shall adopt no Rule that restricts the freedom
of the Owners to determine who lives in their
households; provided, however, that the Association
may require that all occupants be members of
a single house-keeping unit and may limit the
total number of occupants permitted in each
Unit on the basis of the physical size of the
Home and the occupants� fair use of the Common
Area.
(d)
Activities within Homes. Except
as otherwise provided for herein, the Association
shall adopt no Rule that restricts the activities
of the Owners or other occupants carried on
within the Homes; provided, however, that the
Association may prohibit activities not normally
associated with property restricted to residential
use, and it may restrict or prohibit any activities
that create monetary costs for the Association
or other Owners, that create a danger to the
health, safety or welfare of the occupants of
other Units, that generate excessive noise or
traffic, that create unsightly conditions visible
from outside of or adjacent to the Home, or
that create an unreasonable source of annoyance
to the occupant(s) of other Unit(s).
(e)
Allocation of Burdens & Benefits.
Except as otherwise provided for herein, the
Association shall adopt no Rule that alters
the allocation of financial burdens among the
various Units, or the rights to use the Common
Area, to the detriment of any Owner over that
Owner�s written objection delivered to the Association.
Nothing in this provision shall prevent the
Association from changing the Common Area available,
from adopting Rules for the use of the Common
Area generally applicable to all Owners, or
from denying use privileges to any Owner who
is delinquent in paying Assessments, has abused
the Common Area, or has violated the Community
Documents. This provision does not affect
the right to increase the amount of Assessments
as provided in Article X.
(f)
Transfer & Leasing. The Association
shall adopt no Rule that prohibits the lease
or transfer of any Unit, or that requires the
consent of the Association or the Board of Directors
for the lease or transfer of any Unit; provided,
however, that the Association or the Board may
adopt a Rule that requires any lease of a Unit
to include a term of up to twelve (12) months.
The Association may also adopt a Rule that requires
the Owners to use written lease forms approved
by the Association, but shall not impose any
fee on the lease or transfer of any Unit greater
than an amount reasonably incurred by the Association
in administering that lease or transfer.
(g)
Abridging Existing Rights. The
Association shall adopt no Rule that requires
any Owner to dispose of personal property that
was placed within a Unit prior to the adoption
of such Rule, provided such personal property
was in compliance with all Rules previously
adopted and in compliance with all district,
city and foreign laws. This exemption
shall apply only during the period of such Owner�s
ownership of the Unit, and shall not apply to
subsequent Owners who take title to the Unit
after adoption of the Rule.
(h)
Reasonable Rights to Develop. The
Association shall adopt no Rule that restricts
or interferes with Declarant�s right to develop
the Community.
The
limitations in Paragraphs (a) through (g) of
this Section 4.7 shall only limit rule-making
authority exercised pursuant to this Article
IV; these limitations shall not apply to amendments
to this Declaration adopted in accordance with
Article XVI.
Article V
Architectural, Building Guidelines & Landscaping
Restrictions
5.1
Imposition of Covenants Regarding Architecture
& Landscaping. Declarant, for
itself and for its successors-in-title to all
land within the Community, hereby covenants
and agrees that such land shall be subject to
the restrictive covenants regarding the architectural
and landscaping elements of the improvements
to be constructed or installed within the Units
set forth in this Article V, and the Architectural
Guidelines adopted pursuant hereto, and hereby
declares that the Board of Directors or the
Architectural Review Board, as applicable, is
authorized to enforce such covenants and the
Guidelines. Every Owner of land within
the Community, by its acceptance of a deed or
other instrument conveying title to such land,
shall be deemed to have covenanted and agreed
to comply with such covenants and the Guidelines.
5.2
Compliance with Laws, Etc. No one
may construct or install any architectural or
landscaping element that violates laws, ordinances,
codes or regulations of Belize; provided, however,
that the Board of Directors shall have no obligation
to enforce such laws, ordinances, codes or regulations.
5.3
Dumping, Burning or Burying Materials.
No one may engage in outside dumping, accumulation
or burning of trash, leaves, debris, or other
materials, except during the normal course of
constructing or installing improvements within
a Unit; provided, however, that Declarant and
the approved Builders may dump and bury rocks
and trees removed from a building site on such
building site in accordance with applicable
laws, ordinances, codes and regulations governing
such practices.
5.4
Subdivision of Units. No one may
subdivide a Unit into two or more Units, or
alter the boundary lines of any Unit after the
Plat creating such Unit has been recorded; provided,
however, that Declarant may, at any time and
from time to time, modify the boundary lines
of, subdivide, or replat one or more Units with
the prior written consent of the Owner or Owners
thereof.
5.5
Combination of Units. No one may
combine two or more Units without the express
written permission of the ARB and the Class
B Member during the Development Period; provided,
however, Declarant may, at any time and from
time to time, modify the boundary lines of,
combine, or replat two or more Units with the
prior written consent of the Owner or Owners
thereof.
5.6
Mobile Homes. No one may assemble,
place or install a mobile home, modular home,
manufactured housing unit, or similar structure
anywhere within the Community; provided, however,
that a mobile construction office may be placed
upon each Unit for use during the construction
or installation of the improvements thereon.
In the event that a dispute arises as to what
may constitute a �mobile home� under particular
circumstances, the determination of Declarant,
the Board of Directors, or the ARB, as applicable,
shall control.
5.7
Conversion of Garages. No one may
convert any garage to finished space for use
as an apartment or other living area without
prior approval of the ARB pursuant to Article
VI.
5.8
Foul & Obnoxious Odors. No
one may construct or install any architectural
or landscaping element within a Unit from which
emanates foul or obnoxious odors, or the existence
of which is in any way noxious, dangerous, unsightly,
unpleasant, or of a nature that may diminish
or destroy the enjoyment of the Community.
5.9
Nuisances, Etc. No one may construct
or install any architectural or landscaping
element that, in the reasonable determination
of the Board of Directors, tends to cause embarrassment,
discomfort, annoyance, or nuisance to the Owners
or occupants of other Units.
5.10
Fences, Walls, Etc. No one may
construct or install any fence, exterior wall,
hedge or similar barrier without prior written
approval of the ARB pursuant to this Article
V. Declarant, the Board of Directors,
or the Architectural Review Board, as applicable,
may adopt Architectural Guidelines that further
regulate fences and other barriers, including,
but not limited to, prescribing or prohibiting
certain types or styles of fences or other barriers,
restricting the location of such fences or other
barriers to certain areas of a Unit, and providing
for exceptions from otherwise required placement
based upon topography, location or other characteristics
of a particular Unit.
5.11
Drainage. No one may obstruct or
re-channel drainage flows after the location
and installation of drainage swales, catch basins,
storm sewers, storm drains and similar improvements;
provided, however, that Declarant and the Association
shall have such right provided that the exercise
of such right shall not materially diminish
the value of or unreasonably interfere with
the use of any Unit without the consent of the
Owner of such affected Unit.
5.12
Exterior Antennas, Etc. No one
may construct or install any satellite dish,
antenna or similar structure within a Unit without
first obtaining the ARB�s express written approval
pursuant to Article VI; provided, however, that
a Unit Owner may, without obtaining such approval,
construct or install: (i) an antenna or satellite
dish designed to receive direct broadcast satellite
services, including direct-to-home satellite
services, that is 1.5 meters or less in diameter
or diagonal measurement; (ii) an antenna designed
to receive video programming services via multi-point
distribution services, including, for example,
multi-channel, multi-point distribution services,
instructional television fixed services, and
local multi-point distribution services, that
is 1.5 meters or less in diameter or diagonal
measurement; or (iii) an antenna designed to
receive television broadcast signals that is
1.5 meters or less in height, diameter or diagonal
measurement. Declarant and the Association
shall have the right, but not the obligation,
to erect an aerial, satellite dish, or other
apparatus for a master antenna, cable, or other
communication system for the benefit of all
or a portion of the Community in which case
Unit Owner�s may not be permitted to install
the items in subparagraphs (i)-(iii) herein.
5.13
Dilapidated Structures, Etc. No
one may retain any structure, fixture, equipment,
accessory or other items on the exterior portions
of a Unit that have become rusty, dilapidated,
or otherwise fallen into a state of disrepair.
If the Unit Owner fails to repair, refurbish,
demolish or remove such dilapidated structure,
as requested by the Declarant, during the Declarant
Control Period, or the Association thereafter,
the Declarant, during the Declarant Control
Period and/or the Association, may demolish
and/or remove such structure and assess the
such Unit Owner for the costs thereof plus an
administrative charge equal to fifteen percent
(15%) of such demolition and removal costs.
Entrance onto such Units shall not be considered
a trespass and the demolition and removal of
such property shall not be considered conversion
or theft.
5.14
Irrigation. No one may install
or use a sprinkler or irrigation system, which
draws upon water from the river or other ground
or surface waters within the Community; provided,
however, that Declarant and the Association
(and their respective successors and assigns)
shall have the right to draw water from such
sources or approve others to make such use or
uses.
5.15
Miscellaneous Exterior Accessories.
No one may construct, install, place or modify
any structure, fixture, equipment or exterior
accessory, permanently or temporarily, on any
improved or unimproved exterior portion of a
Unit, without first obtaining written approval
of the ARB pursuant to Article VI. This
shall include, without limitation, the construction,
installation, placement or modification of any
sign, basketball backboards and hoops, swing
sets, or other sports or play equipment; clotheslines;
garbage cans; woodpiles; in-ground or above-ground
swimming pools; decks, patios, terraces or similar
structures; and dog runs or animal houses or
pens of any kind. No Unit Owner whose Unit fronts
the river may construct or cause to be constructed
a pier, dock or similar structure unless approved
in writing by the ARB.
5.16
Relationship to Guidelines & Rules.
Declarant, the Board of Directors, or the ARB,
as applicable, may adopt Architectural Guidelines
that further regulate the construction, installation,
placement, or modification of any architectural
or landscaping element, including, but not limited
to, prescribing permitted locations and/or architectural
screening for such elements, permitting some
while prohibiting other elements, or imposing
conditions or restrictions for such elements.
Declarant or the Board of Directors, as applicable,
may adopt Rules & Regulations that further
regulate the use of such elements after their
construction, installation or placement.
5.17
Community Systems. �Community Systems�
shall mean and refer to any and all cable television,
telecommunication (including, for example, telephone),
data transfer systems, energy systems, alarm/monitoring
or other lines, conduits, wires, amplifiers,
towers, antennae equipment, materials, installations
and fixtures (including, for example, those
based on, containing or serving future technological
advances not now known) installed by or at the
request of Declarant or pursuant to any grant
of easement or authority by Declarant within
the Community and serving more than one Unit.
Declarant shall have the right, but not the
obligation, to convey, transfer, sell or assign
all or any portion of the Community Systems
located or to be located, if ever, within the
Community, or all or any portion of the rights,
duties, or libations with respect thereto to
the Association or any other Person, including
for example, an Owner, as to any portion of
the Community System located on/in his or her
Unit). If and when any of the aforesaid
Persons receives such a conveyance, sale, transfer
or assignment, such entity shall automatically
be deemed vested with such rights of Declarant
with regard thereto as are assigned by Declarant
in connection therewith; provided, however,
that if the Association is the applicable Person,
then any Community Systems or portions thereof
shall be deemed to be Common Areas unless otherwise
provided by the Declarant. Any conveyance,
transfer, sale or assignment made by Declarant
pursuant to this Section (i) may be made with
or without consideration; (ii) shall not require
the consent or approval of the Association or
any Owner; and (iii) if made to the Association,
shall be deemed to have been automatically accepted
(with all rights, duties, obligations and liabilities
with respect thereto being deemed to have been
automatically assumed).
In
recognition of the intended increased effectiveness
and potentially decreased installation and maintenance
costs and user fees arising from the connection
of all Units in the Community to the applicable
Community Systems, each Owner and occupant of
a Unit shall by virtue of the acceptance of
the deed or other right of occupancy thereof,
be deemed to have consented to and ratified
any and all agreements to which the Association
is a party, which is based upon (in terms of
pricing structure or otherwise) a requirement
that all Parcels be so connected. The
foregoing shall not, however, prohibit the Association
from making exceptions to any such one hundred
percent (100%) use requirement in its reasonable
discretion.
Article VI
Architectural Review & Guidelines
6.1
Approval of Improvements Required.
No one may place, construct, or install any
structure or other improvement within a Unit,
nor begin the construction or installation of
any improvements or other related work (including
staking, clearing, excavation, grading and other
site work, exterior alterations of existing
improvements, or planting or removal of landscaping),
within the Community, except in compliance with
this Article VI and the Architectural Guidelines.
No approval shall be required to repaint the
exterior of a structure in accordance with the
originally approved color scheme or to rebuild
in accordance with the original plans and specifications,
as previously approved. The Owner of a
Unit may remodel, repaint or redecorate the
interior of the Home within such Unit without
approval of the ARB; provided, however, that
any modifications to the interior of screened
porches, patios, and similar portions of a Home
that are visible from the exterior shall be
subject to approval by the ARB. All Homes
and other permanent improvements constructed
or installed within the Community shall be designed
by, and built in accordance with the plans and
specifications of a residential designer or
architect, unless Declarant, or its designee,
otherwise approves such plans and specifications
in its sole discretion. This Article shall
not apply to the activities of Declarant, or
to the activities of the Association during
the Declarant Control Period.
6.2
Architectural Review by Declarant.
Each Owner, by accepting a deed or other instrument
conveying any interest in a Unit or any other
portion of the Community, acknowledges that
Declarant, as the developer of the Community
and as an Owner of Units as well as other land
within the immediate vicinity of the Community,
has a substantial interest in ensuring that
the Homes and other permanent improvements constructed
or installed within the Community enhance Declarant�s
reputation as a developer and do not impair
Declarant�s ability to market, sell, or lease
its Units or its property elsewhere. Accordingly,
each Owner shall be deemed to have covenanted
and agreed that no activity within the scope
of this Article VI shall be commenced within
such Owner�s Unit unless and until Declarant,
or a Person or Entity appointed by Declarant,
has given its prior written approval for such
activity, which approval may be granted or withheld
in Declarant�s or its designee�s sole discretion.
In reviewing and acting upon any request for
approval, Declarant or its designee shall be
acting solely in Declarant�s interest and shall
owe no duty to any other Person or Entity.
Declarant�s rights reserved under this Article
VI shall continue so long as Declarant owns
any Unit or any other portion of the Community,
unless Declarant earlier terminates such rights
in a recorded instrument. Declarant may,
in its sole discretion, appoint one or more
Persons or Entities, from time to time, to act
on Declarant�s behalf in reviewing applications
pursuant to this Section 6.2. Declarant
may, from time to time, but shall not be obligated
to, delegate all or a portion of its reserved
rights under this Article VI to: (i) an Architectural
Review Board appointed by the Board of Directors;
or (ii) a committee comprised of architects,
engineers or other Persons, who may or may not
be Members. Any such delegation shall
be in writing, shall specify the scope of responsibilities
delegated, and shall be subject to: (i) Declarant�s
right to revoke such delegation at any time
and re-assume jurisdiction over the matters
previously delegated; and (ii) Declarant�s right
to veto any decision which Declarant determines,
in its sole discretion, to be inappropriate
or inadvisable for any reason. So long
as Declarant has any rights under this Article
VI, the jurisdiction of the Architectural Review
Board or the Board shall be limited to such
matters as Declarant specifically delegates
to them. For purposes of this Article
VI, the entity having jurisdiction in a particular
case shall be referred to as the �Reviewer.�
6.3
Review by Architectural Review Board.
Upon delegation by Declarant or upon expiration
or termination of Declarant�s rights under this
Article VI, the Association, acting through
the Architectural Review Board, shall assume
jurisdiction over architectural review matters.
The members of the ARB, when appointed by the
Board of Directors, shall consist of at least
three (3), but not more than seven (7) Persons
who shall serve and may be removed and replaced
at the pleasure of the Board in its sole discretion.
The members of the ARB need not be Members or
representatives of Members, and may, but need
not, include architects, engineers or similar
design professionals, who may be compensated
in such manner and amount, if any, as the Board
may determine. The Board of Directors
shall include the compensation, if any, of such
design professionals in the Common Expenses
stated in the Association�s annual budget.
Unless and until such time as Declarant delegates
all or a portion of its reserved rights to the
Association, or Declarant�s rights under this
Article VI terminate or expire, the Association
shall have no jurisdiction over architectural
review matters notwithstanding any other provision
in this Declaration to the contrary.
6.4
Architectural Review Fees. The
Reviewer may establish, by a duly adopted rule
of general application, and charge reasonable
fees for the review of applications, and may
require such fees to be paid in full before
the review of any application. Such fees
may include the reasonable costs incurred in
having any application reviewed by architects,
engineers or other professionals. Declarant
and the Association may employ architects, engineers,
or other design professionals as deemed necessary
to perform the review.
6.5
Architectural Guidelines. Declarant
has promulgated the initial Architectural Guidelines,
which are located herein. Said Guidelines
may contain general provisions applicable to
all of the Community, as well as specific provisions,
which vary from Neighborhood to Neighborhood.
The Guidelines are intended to provide guidance
to the Owners and the approved Builders regarding
matters of particular concern to the Reviewer
in considering applications. The Guidelines
are not the exclusive basis for decisions of
the Reviewer, and compliance with the Guidelines
does not guarantee approval of any application.
Declarant shall have sole and full authority
to amend the Guidelines as long as it owns any
portion of the Community, notwithstanding a
delegation of reviewing authority to the ARB,
unless Declarant also delegates the power to
amend the Guidelines to the ARB. Upon
termination or delegation of Declarant�s right
to amend the Guidelines, the ARB shall have
the authority to amend the Guidelines with the
prior written consent of the Board of Directors.
Any amendments to the Guidelines shall apply
prospectively only, and shall not be applied
retroactively to require modifications to or
removal of improvements previously approved
after the approved construction or modification
has commenced. There shall be no limitation
on the scope of amendments to the Guidelines,
and such amendments may remove requirements
previously imposed or otherwise make the Guidelines
less restrictive. The Reviewer shall make
the Guidelines available to the Owners and the
Builders who seek to engage in development or
construction within the Community.
Each Unit Owner agrees to obtain the then current
copy of the Guidelines prior to authorizing
any architect, engineer, or other design professional
to commence any such work with respect to the
Unit or a Home thereon.
6.6
Architectural Review Procedures.
Except as otherwise specifically provided in
the Guidelines, no construction, installation
or modification of improvements shall commence
anywhere within the Community until an application
for review has been submitted to and approved
by the Reviewer. Such application shall
include plans and specifications showing site
layout, structural design, exterior elevations,
exterior materials and colors, landscaping,
drainage, exterior lighting, irrigation, and
other features of the proposed improvements,
as applicable. The Guidelines and the
Reviewer may require the submission of such
additional information as may be reasonably
necessary to consider any application.
In reviewing each application, the Reviewer
may consider any factors it deems relevant,
including, without limitation, the harmony of
the external design with the surrounding structures
and environment. The Reviewer may base
its decisions on purely aesthetic considerations.
Determinations as to such matters may be purely
subjective, and opinions may vary as to the
desirability or attractiveness of particular
improvements. The Reviewer shall have
the sole discretion to make final, conclusive
and binding determinations on matters of aesthetic
judgment, and such determinations shall not
be subject to review so long as they are made
in good faith and in accordance with the procedures
set forth herein.
6.7
Time & Notice of Decisions.
Except as otherwise provided below, the Reviewer
shall make a decision regarding each application
within thirty (30) days after receipt of a completed
application and all required information.
The Reviewer may: (a) approve the application,
with or without conditions; (b) approve a portion
of the application and disapprove other portions;
or (c) disapprove the application in its entirety.
Until termination or expiration of Declarant�s
rights under this Article VI, the Reviewer shall
notify Declarant in writing within seven (7)
days after the Reviewer has approved any application
or portion thereof within the scope of matters
delegated to the ARB by Declarant. A copy
of the application and any additional information
that Declarant may require shall accompany the
notice. Declarant shall have fifteen (15)
days after receipt of such notice along with
the complete application to veto any such action
or portion thereof, in its sole discretion,
by written notice to the Reviewer. The
Reviewer shall notify the applicant in writing
or electronically of the final determination
on any application within seven (7) days thereafter
or, with respect to any determination by the
Reviewer, subject to Declarant�s veto right,
within seven (7) days after the earlier of:
(x) receipt of notice of Declarant�s veto or
waiver thereof; or (y) expiration of the fifteen-day
period for the exercise of Declarant�s veto.
In the case of disapproval, the Reviewer may,
but shall not be obligated to, specify the reasons
for any objections or offer suggestions for
curing any objections. In the event that
the Reviewer fails to respond in a timely manner,
approval shall be deemed to have been given,
subject to Declarant�s right to veto any approval
pursuant to this Section 6.7. However,
no approval, whether expressly granted or deemed
granted, shall be inconsistent with the Guidelines
unless a written variance has been granted pursuant
to Section 6.10. The Reviewer shall provide
notices of its decisions in accordance with
Section 20.14.
6.8
Construction to be Diligently Pursued.
If an Owner or Builder does not commence construction,
installation or modification of improvements
within one (1) year after the date of approval,
such approval shall be deemed withdrawn, and
the Owner or Builder shall re-apply for approval
before commencing any construction, installation
or modification of improvements upon any Unit
or Home. Once an Owner or Builder has
commenced construction, installation or modification
of improvements on a Unit, such Owner or Builder
shall diligently pursue the project to completion.
The Owner or Builder shall complete all work
within one (1) year from the date of commencement,
unless otherwise specified in the notice of
approval, or unless the Reviewer grants an extension
in writing or electronically, which the Reviewer
may do in its sole discretion. If the
Owner or Builder does not complete the project
within the required time, the incomplete work
shall be deemed to be non-conforming and shall
be subject to enforcement action by Declarant,
the Association or any aggrieved Owner.
6.9
No Waiver of Future Approvals.
The Persons reviewing applications under this
Article will change from time to time, and opinions
regarding aesthetic matters, as well as the
interpretation and application of the Architectural
Guidelines, may vary accordingly. In addition,
the Reviewer may not always be able to identify
objectionable features until the construction
of a Home is substantially completed, in which
case it may be unreasonable to require changes
to the improvements involved, but the Reviewer
may refuse to approve similar proposals in the
future. Approval of applications or plans,
or in connection with any other matter requiring
approval, shall not be deemed to constitute
a waiver of the right to withhold approval as
to any similar applications, plans, or other
matters subsequently or additionally submitted
for approval.
6.10
Variances. The Reviewer may, from
time to time, authorize variances from compliance
with any of the Architectural Guidelines when
circumstances such as topography, natural obstructions,
hardship, or aesthetic or environmental considerations
require, but only in accordance with duly adopted
policies of general application. No variance
shall: (a) be effective unless in writing; (b)
be contrary to this Declaration; or (c) preclude
the Reviewer from denying a variance in other
circumstances. For purposes of this Section
6.10, the Owner or Builder�s inability to obtain
the approval of any governmental agency or the
issuance of any permit, or the terms of any
financing shall not be considered a hardship
warranting a variance. If the Reviewer
grants a variance with regard to a particular
Unit, the Owner of the Unit shall be required
to obtain all necessary approvals, and, if required,
all necessary variances, of any governmental
authority having jurisdiction over the Community,
before commencing the construction, installation
or modification of the improvements within the
Unit.
6.11
No Liability for Approved Plans.
The standards and procedures established by
this Article VI, and the Architectural Guidelines
promulgated pursuant hereto are intended to
maintain and enhance the overall aesthetics
of the Community; they do not create any duty
to any Person or Entity. Review and approval
of any application pursuant to this Article
VI may be made solely on the basis of aesthetic
considerations, and the Reviewer shall not bear
any responsibility or liability for ensuring
the structural integrity or soundness of approved
construction, installation or modification of
improvements, nor for ensuring compliance with
building codes and other governmental requirements,
nor for ensuring that all Homes are of comparable
quality, value or size, of similar design, or
aesthetically pleasing or otherwise acceptable
to other Owners. Declarant, the Association,
the Board of Directors, the Architectural Review
Board, or any member of any of the foregoing
shall not be held liable for soil conditions,
drainage or other general site work; any defects
in plans revised or approved hereunder; any
loss or damage arising out of the action, inaction,
integrity, financial condition or quality of
work of any (approved) contractor or its subcontractors,
employees or agents, whether or not Declarant
has approved or featured such contractor as
a Builder in the Community; or any injury, damages,
or loss arising out of the manner or quality
or other circumstances of approved construction
within or modifications to any Unit. In
all matters, the members of the Board and the
ARB shall be indemnified and held harmless by
the Association as provided in Section 6.29.
6.12
Certificate of Architectural Compliance.
Any Owner or Builder may request that the Association
issue a certificate of architectural compliance
certifying that there are no known violations
of this Declaration, the Architectural Guidelines
and the Rules & Regulations regarding such
Owner�s or Builder�s Unit. The Association
shall either grant or deny such request within
fifteen (15) days after receipt of a written
request for same, and may charge a reasonable
administrative fee therefor, as established
in a Resolution of general application duly
adopted by the Board of Directors, for issuing
such certificates. Issuance of such a
certificate shall preclude the Association from
taking enforcement action with respect to any
condition as to which the Association had actual
knowledge or notice as of the date of such certificate.
6.13
Establishment of the Architectural Review
Board (�ARB�)
(a)
Membership. In order to administer and supervise
the enforcement of all the Guidelines set forth
herein below and in order to provide a systematic
and uniform review of all proposed construction
and modifications to existing structures of
any type and nature in the Community, the Board
of Directors shall have promulgated and enacted
the Guidelines herein set forth and do hereby
establish the ARB. Each member of the
ARB shall be a voting member.
(b)
ARB�s Authority. Notwithstanding the issuance
of an approval by the Association or the ARB,
the Association or the ARB shall have the authority
to halt any construction process in the Community
that violates this Declaration or these Guidelines,
as they both may be amended from time to time.
The ARB, with the Declarant�s approval, may
promulgate and distribute construction‑related
rules and regulations and determine and review
policies, procedures and criteria.
6.14
Definitions for ARB Procedures
(a)
�Applicant� means the Person or Entity
making the submittal to the ARB; either the
Unit Owner or said Owner�s agent.
(b)
�Category of Review� means one of the
five organized areas of review criteria, which
the Association hereby delegates to the ARB
are as follows: (i) Site Plan, (ii) Survey,
(iii) Floor Plan and Elevations, (iv) Exterior
Materials and Colors, (v) Landscape. All
items submitted must to the ARB must be organized
accordingly and show compliance with all review
criteria for the Category submitted, as detailed
in the Section herein entitled "Review Criteria"
in order to receive final approval.
(c)
�Final Approval� means a decision by
the ARB that the item(s) reviewed have met all
criteria, standards and requirements for that
Category of Review and the Declarant has not
vetoed said approval. Once the ARB issues
a Final Approval for both the Site Plan and
Floor Plan and Elevations Categories and the
Declarant veto period expires, the Applicant
shall be authorized to proceed with the commencement
of construction. However, no site work or other
construction activity shall be permitted for
any Category of Review until and unless the
Applicant receives each of the following: (i)
plans stamped Final Approval by the ARB; (ii)
ARB�s decision letter; and (iii) a building
permit from the authorized Belize building and
housing authority.
(d)
�Conditional Approval� means a decision
by the ARB that the item(s) reviewed meet(s)
all criteria with the exception of a few minor
notations. The ARB has determined, in
its sole discretion, that the item(s) may be
revised and resubmitted to the ARB. No
site work or construction activity may commence
on a Unit or modification to a Home or other
improvement or structure until such time as
the Applicant receives plans with an ARB Final
Approval stamp thereon along with the decision
letter from both the ARB and the authorized
official from the authorized Belize building
and housing authority. Failure to obtain
and/or receive Final Approval within the time
period allotted will result in an official decision
of denial and the Applicant must initiate the
process from the beginning.
(e)
�Denial� means a decision by the ARB
and/or the Declarant that the item(s) reviewed
are in conflict with ARB criteria standards
or insufficient in detailing the appropriate
ARB criteria. Resubmission of revised
item(s) will require the Applicant to pay the
ARB a resubmission fee in the amount prescribed
the ARB, which may be changed at any time and
from time to time without notice.
(f)
�DOE� means the Government of Belize,
Department of the Environment.
(g)
�Table� means a decision by the ARB wherein
the item(s) reviewed by the ARB are not in conflict
with the criteria; however, additional information
must be received either by the ARB or Applicant
in addition to that otherwise required by the
ARB, due to unusual or exceptional circumstances.
(h)
�Decision Letter� means the letter from
the ARB that details the ARB�s decision regarding
any items reviewed by the ARB.
(i)
�Height� means that distance between
the ground and the highest point of the roof.
(j)
�Lowest Finished First Floor Elevation�
means that elevation of the lowest, habitable
finished floor line.
(k)
�Hardship� means any unusual and extraordinary
circumstances beyond the control of the Applicant
that causes a problem with either the construction
or use of a Home, as determined in the sole
and absolute discretion of the ARB. No
Hardship variance shall modify or amend any
provisions of this Declaration.
(l)
�Privacy Wall� means a wall, of which
the purpose is to provide privacy into a specific
Unit or Home.
(m)
�Accessory Structure� means any man‑made
item or element including, but not limited to:
sculptures, statuary, decorative art objects,
urns, rock gardens, etc.
(n)
�Ground Preparation� means and includes
demolition, starting site preparation, removal
or alteration of landscaping, beginning alterations
to or demolition of existing Homes or Accessory
Structures, new Home construction, or commencing
any work on a Unit prior to ARB approval therefor.
6.15
ARB Meetings. Meetings. ARB
meetings are held monthly, unless otherwise
designated herein or by the ARB. The ARB
Chairperson, as appointed by the Declarant,
chairs such meetings. A majority of voting
ARB members constitutes a quorum for any ARB
meeting. Decisions are based on a majority
vote of those voting members present at the
meeting or voting by proxy. An ARB member
may designate a proxy to act as a temporary
member in his/her place; provided that, the
Declarant approves such designee in advance
of the meeting.
6.16
Construction Restrictions. No construction,
demolition or alteration to a Unit, Home or
Accessory Structure or other improvement on
a Unit may be started in any manner or respect,
including, for example, ground preparation,
until the Applicant has received plans stamped
Final Approval by the ARB for both the Site
Plan and Floor Plan and Elevations Categories.
Said Approvals must be from the applicable governmental
housing and building authority as well as the
ARB. No other category of work may be
commenced without Final Approval being received
by the Applicant, except for surveying and staking.
"Construction" includes demolition of an existing
Home or improvement and Ground Preparation,
as defined herein, and also includes the alteration
or renovation of an existing Home where fifty
percent (50%) or more of the floor area of the
existing Home or improvement is to be altered,
renovated or added. Reasonable extensions
of time may be granted by the ARB for good cause
and the Applicant will be required to submit
a payment of additional fees for such an extension,
as provided in these Guidelines. If the
Unit Owner fails to comply with the ARB�s instructions
relative to commencement and completion of construction,
the ARB shall, in its discretion, impose fines
against such Unit Owner(s) as provided herein.
6.17
Limitation of Liability. The standards
and procedures established pursuant to this
Article are intended to provide a mechanism
for maintaining and enhancing the overall aesthetics
of the Community only, and shall not create
any duty to any Person or Entity. Review
and approval of any Application pursuant to
this Article is made on the basis of aesthetic
considerations only and neither the Declarant,
the Association, nor the ARB or any member thereof
shall bear any responsibility for ensuring the
structural integrity or soundness of approved
construction or modifications, the adequacy
of soils or drainage, nor for ensuring compliance
with building codes and other governmental requirements
nor for ensuring that all Homes are of comparable
quality, value or size, of similar design, or
aesthetically pleasing or otherwise acceptable
to neighboring Unit Owners, or for the performance
and work quality or materials and supplies used
by any contractor, subcontractor, or materialmen
or supplies. Neither the Declarant, the
Association, the Board, or the ARB or any committee,
or member of any of the foregoing shall be held
liable for any injury, damages, or loss arising
out of the manner or quality of approved construction
on or modifications to any Unit, Home and/or
Accessory Structure. In all matters, the
committees and their members shall be defended
and indemnified by the Association as provided
herein.
6.18
Easement Releases. Review/approval
does not relieve Applicants of the responsibility
to obtain required releases for any construction
in easements prior to commencement of construction.
6.19
Plan Preparation. All plans must be professionally
prepared, either by a residential designer or
architect. All plans must be in compliance
with all appropriate government agencies� guidelines.
6.20
Unit Use. Subject to the use restrictions
contained herein, the Units designed on the
Master Plan as residential parcels may only
be used for residential or private recreational
uses, multi-residential structures having Strata
titles, resorts, lodges, hotels and bed and
breakfasts. Parcels designated on the
Master Plan as commercial parcels may be used
for residential and commercial purposes and
multi-residential structures having Strata titles.
6.21
Review. The ARB may withhold approval,
or refrain from taking any action of any items
for a Unit if there are existing ARB violations
associated with the Unit, or any other Unit(s)
owned by the Applicant, or if any other items
requested by the ARB pertaining to the Unit,
or other Unit(s) owned by the Applicant, have
not been submitted to and received by the ARB,
as requested.
6.22
Fines. If the ARB notifies a Unit
Owner of a violation of any provision of these
Guidelines or this Declaration, and such violation
is not corrected within thirty (30) days after
delivery of notice in accordance with Section
20.14, then the ARB may impose a fine against
the Unit and the Unit Owner in an amount up
to a maximum of Five Hundred U.S. Dollars (US$500.00),
and said fine may be re‑imposed every
additional sixty (60) days, or part thereof,
that said violation remains uncorrected.
The ARB shall notify the Association of such
fines, and the Board shall have the authority
to levy a Specific Assessment against such Unit
for such fines, including, without limitation,
the filing and foreclosing of a lien against
the Unit.
6.23
Procedure for Submission of an Application.
(a)
Submission Package. The Submission
Package should include a cover letter from the
Applicant, any appropriate fee and the item(s)
for review. All packages are to be submitted
in triplicate form. Drawings must be submitted
in English and the unit of measurement must
be in feet and inches, not meters and centimeters.
Minimum scale requested for drawings is 3/16�
= 1�. There are three (3) Categories of
Review:
(i)
Survey;
(ii)
Site Plan. The Site Plan must show the
position of the improvement or structure or
Home on the Homesite with roof dimensions, setbacks
and material specifications. The Site
Plan must also show the North position.
(iii)
Architectural Plans � including:
(A)
Floor Plan. The Floor Plans must
depict the interior dimensions (net area for
each room) and exterior dimensions of each Home,
Accessory Structure and improvement. The
Floor Plans of commercial buildings must show
the location and description of the commercial
space and Home, if applicable. The Floor
Plans must also contain a chart, which illustrates
or depicts:
(1) Gross area of Home, Accessory Structure
and/or improvements building (based on outside
dimensions).
(2)
Sum of the veranda, stair and platform areas
(and all other areas not considered part of
the living or commercial area).
(3)
Sum of items above in subsections 6.23(a)(iii)(A)(1)
and 6.23(a)(iii)(A)(2) considered total building
area.
(B)
Sections. At least one section
of the Home, Accessory Structure or improvement
must illustrate the highest point of such Home,
Accessory Structure and/or improvement with
the dimensions from the ground to top of the
roof and material specifications.
(C)
Elevations. You must submit front
and side elevations.
(D)
Floor Framing System.
(E)
Roof Framing System.
(F)
Electrical Plan.
(G)
Plumbing Plan.
(H)
Exterior Colors and Materials.
The Submission Package for Final Approval must
include the final drawings as intended to be
submitted to the Government of Belize.
Each Submission Package must include a Review
Application and be complete, (i.e. all criteria
pertinent to that Category of Review must be
included or otherwise referenced, in order to
receive Final Approval). The criteria
are detailed further in these Guidelines in
the chapter on "Review Criteria." All
categories of review should be submitted simultaneously.
(b)
Review Fees. There is a One Hundred
U.S. Dollar (US$100.00) review fee that is required
to be submitted to the ARB along with your submittal,
which includes Preliminary and Final Review
for all review category submissions. The
Fee for revising a previously approved plan
is also One Hundred U.S. Dollars (US$100.00).
There is an additional One Hundred U.S. Dollar
(US$100.00) fee charged to the Applicant for
the ARB to review any submission package that
has been previously denied, in whole or in part,
by the ARB.
(c)
Deadline. The ARB must receive
the Applicant�s submission package by no later
than the first day of each month at 11:00 a.m.
The Applicant may consider contacting the ARB
for the times and dates for planned ARB meetings.
(d)
Plan Review. The ARB shall review
all submission packages, if completely submitted,
within thirty (30) days of the ARB�s receipt
unless otherwise requested by the Applicant
or as otherwise specified by the ARB.
The ARB�s response to submission packages may
be mailed or electronically transmitted, upon
request. The ARB�s response consists of
one (1) set of appropriately stamped items and
the ARB decision letter. Applicants are
encouraged to submit items to the ARB in a conceptual
or preliminary state when there are questionable
review items, as such submissions could avoid
costly resubmission fees and/or delays in the
review process. There is no review fee
to review conceptual aesthetic design drawings;
however, the Declarant reserves the right to
charge such a fee and to change such fee, if
imposed, at any time and from time to time.
The ARB shall not be obligated to review any
submission until and unless the required fee
paid in good funds subject to no contingencies
are received by the ARB. Any submission
to the ARB without such fees shall be deemed
to be incomplete and not subject to the ARB�s
review.
(e)
Revised Plans. Applicants must
submit to the ARB any and all revisions to any
Final Approval item(s) in accordance with and
subject to the above‑described procedures.
Revision fee due on submission of revisions
is specified herein.
(f)
Withdrawal. In the event a submission
is deemed incomplete by the ARB in its discretion,
the Applicant may withdraw the submission and,
upon request, the ARB will refund any review
fee received by the ARB.
(g)
Appeal. In the event the Applicant
desires to appeal the partial or complete Denial
of an ARB decision, Applicant may request a
re‑review of the submitted plans.
The ARB will re-consider its decision within
thirty (30) days after the next monthly meeting.
If the issue being appealed by the Applicant
is an issue of environmental significance, the
ARB may refer such issue to the DOE and the
DOE�s decision shall be final and binding upon
the Applicant and the ARB. All costs incurred
by the ARB in referring the matter to the DOE
and all costs and fees incurred by the Applicant
relative to appearing before the DOE shall be
borne exclusively by Applicant.
(h)
Remedies. In the event an Applicant
improperly commences construction or site improvements
for any Category of Review or for any other
matter for which Final Approval has not been
granted by the ARB, the ARB may, but shall not
be obligated to, seek any and all remedies at
law, equity or otherwise.
(i)
Completion of Construction; Certification;
Survey; & Inspection. The Home,
Accessory Structure or improvement shall not
be used or occupied by anyone until such time,
if ever, as the ARB receives a notice of completion
from the Unit Owner or his or her agent certifying
that all construction and improvements on a
Unit have been built substantially in accordance
with the ARB approved plans and specifications.
6.24
Review Criteria
(a)
Utilities
(1)
Energy Plan
(i)
Belize Electric Limited may be the primary source
of energy in the Community.
(ii)
Solar power and/or wind power may be the primary
source or supplementary source of energy for
the Community. Low decibel generators
having sound attenuating may be used for emergency
backup power.
(iii)
The use of a gauge is encouraged to monitor
available energy in the battery and to indicate
when batteries are full.
(iv)
The use of a voltmeter is encouraged to allow
Unit Owners to adjust solar panels to the optimum
angle to the sun.
(v)
The use of an occupancy sensor is encouraged
to minimize the use of energy when the Unit
is not occupied.
(vi)
For ventilation and cooling, passive and neutral
techniques should be used.
(b)
Wells, Water Supply and Collection.
Units may have wells installed, as permitted
by the ARB unless Declarant or its designee
constructs a central water system, which it
may, but shall not be obligated to do, or use
cisterns, bladders or water catchment and holding
systems, which store rainwater collected.
(c)
Waste
(1)
Toilets. Toilets must be low-consumption,
low-volume or low-flush water efficient toilets
used in conjunction with septic tanks or cesspools.
Unit Owners may also install composting toilets
within a Home, if they so desire; provided that,
such toilets are approved by the ARB.
(2)
Gray water (showers, sinks, etc.). Gray
water holding tanks may be used in conjunction
with drip irrigation systems for the fertilization
of local planting.
(d)
Lighting fixtures
(1)
Home lighting may be low or high voltage.
(2)
Lighting shall be low intensity and directed
downward or reflected with cut off angles so
as to not be directly visible.
(e)
Approval. All utility plans must
be submitted to ARB for approval. (It
is recommended that all consumable goods or
products, including but not limited to bathing
products, cleaning solutions, cleaning products,
cleaning supplies, household paper products
and sunscreen must be biodegradable.)
6.25
Survey. The ARB reserves the right
to request a survey of any questionable item
during construction of the Home.
6.26
Site Plan.
(a)
Setbacks. All setbacks shall be
subject to and comply with the covenants, conditions,
restrictions and Guidelines contained herein,
and shall be measured from the appropriate property
line. Dimensions from the property line
for any structural elements (e.g. structures,
screened enclosures, porches, walls, equipment,
accessory structure, garage, etc.) must be shown.
The ARB may modify, amend or waive setback requirements
in accordance with this document.
(1)
Minimum front yard, rear yard and side yard
setback for dwellings, patios, porches, decks,
garages, buildings and screened enclosures is
ten (10) feet.
(2)
Minimum side yard setback for equipment, trash
containers and other similar utilitarian devices
is ten (10) feet. Such items must be landscaped
from view.
(3)
No equipment is permitted in front-, side- or
rear-yard building setback areas.
(4)
Minimum setback for non‑privacy walls
and landscape walls, as described herein, is
twenty (20) feet from the front-, side-, rear-property
lines unless otherwise approved by the ARB.
The ARB may change these minimums as deemed
suitable.
(b)
Grade Elevations. The site plan
must show the minimum lowest, finished floor
elevation.
(c)
Residential and Commercial Graphics.
All signage must be included in the submission
package and approved by the ARB.
(d)
Fences and Walls.
(1)
The design, materials and height of any wall
and/or fence must be shown, either on the site
plan or by separate drawing.
(2)
Privacy walls and fences must not exceed eight
(8) feet in height, except for a privacy wall
around a cistern, which may not exceed fifteen
(15) feet.
(3)
No wall or fence may obstruct the drainage or
the flow of water.
(4)
Any combination of landscaping and fence or
wall elements must be approved by the ARB to
create an effect similar to a wall or fence.
The appropriate ARB provisions for wall and
fences will apply in such instance.
(e)
Accessory Dwellings and Structures.
(1)
Any Accessory Structure must be detailed on
the site plan and specifically approved by the
ARB.
(2)
Aerials, antennae and satellite dishes may be
installed on a Unit or Home, as approved by
ARB; however, the Declarant reserves the right
to install a community wide system and in such
event all telecommunications shall be run through
such system.
(3)
No Accessory Structures of any kind are permitted
in the Community unless approved by the ARB
(f)
Swimming Pools, Hot Tubs, Whirlpools, Etc.
(1)
Swimming pools, hot tubs, whirlpools, etc. are
permitted in the Community, as approved by the
ARB.
(g)
Recreational Items. Recreational
courts such as basketball, tennis, volleyball,
etc. are permitted within a Unit, as approved
by the ARB.
(h)
Garbage and Trash Containers; Sanitary Structures
(1)
During the construction period of a Home or
improvement, a construction container, or other
approved containers are required on the site
within the Unit. Such containers or temporary
toilets are to be located so as to provide minimum
visual off‑site exposure. Construction
debris is to be removed from the Community frequently
to avoid offense or nuisance to neighbors and
must be disposed of at an appropriate disposal
site at Owner�s or Owner�s agent�s sole cost
and expense.
(2)
A wall, fence or adequate landscaping must conceal
garbage containers and/or compost bins on residential
parcels.
(i)
Utilities. All power transformers
and other utility service equipment are to be
shielded by enclosures of wood, masonry or landscaping,
all as approved by the ARB.
6.27
Architectural Plans.
(a)
Building Size.
(1)
Residential Parcels.
Construction of an improvement, including, for
example, a structure, porches, decks and associated
structures may not have a footprint that exceeds
twenty-five percent (25%) of the gross parcel
square footage (e.g. parcel size is 100' X 440'
= 44,000 square feet structure, porch, deck
and associated structures may not exceed 11,000
square feet). Square footage measurements
shall include the exterior walls. Recreational
courts such as tennis, basketball and volley
courts shall not be included in such calculations.
(2)
Commercial Parcels. Construction of an
improvement, including, for example, structures,
porches, decks and associated structures may
not exceed fifty percent (50%) of the gross
parcel square footage (e.g. parcel size is 100'
X 440' = 44,000 square feet structure, porch,
deck and associated structures may not exceed
22,000 square feet). Square footage measurements
shall include the exterior walls. Recreational
courts such as tennis, basketball and volley
courts shall not be included in such calculations.
(3)
Owners of multiple Units, each contiguous, may
construct a Home using the same calculation
as above; however, multiple parcel square footage
may be combined in the calculation of a single
Home�s total square footage.
(4)
There may be multi-story Homes constructed within
the Community, but such Homes must conform to
the height restrictions listed herein.
(5)
Floor Plan drawings must use a minimum scale
of 3/16" = 1'.
(b)
Elevations
(1)
The height of any Home, Accessory Structure,
improvement or commercial improvement is not
to be more than forty (40) feet above the ground.
The appropriate variables for calculating height
have been specified in these Guidelines.
(2)
Elevation drawings must use a minimum scale
of 3/16" = 1'.
(c)
Roofs. Roofs may be designed to
catch rainwater with drainage to a cistern or
bladder. Roofs are to be constructed with
overhangs to protect Homes or commercial structures
from mid‑day sun.
(1)
Applicants may install rooftop solar collectors,
as approved by the ARB; engineering drawings,
including reference to ventilators may be used,
if the roof vents are low profile, blending
into the roof materials.
(2)
Plumbing and heating vents protruding from any
roof area are to be painted so as to blend into
the roofing color. Electrically powered
ventilators may be used if the roof vents are
low profile, blending into the roofing materials.
(3)
Roof plan must use a minimum scale of 3/16"
= 1'.
(d)
Garages, Carports, Automobiles and Golf Carts.
Garages and carports are permitted.
(e)
Exterior Colors, Materials and Screening.
(1)
Exterior Colors.
(i)
All colors are to be approved by the ARB.
The ARB reserves the right to review any other
item that may affect the exterior appearance
of a Home, Accessory Structure or any other
improvement.
(ii)
The ARB will consider the aesthetic harmony
of the color schedule with the surrounding area.
(2)
Exterior Materials.
(i)
Imitation materials for facades are acceptable
as long as they are architecturally integrated
with Home design.
(ii)
Native materials (i.e. trees native to Belize)
are encouraged.
(3)
Screen Enclosures.
(i)
Screen enclosures must be of a color that harmonizes
with the natural scheme or flora.
(ii)
All screen roofs must be of a hip, gable or
mansard type.
(iii)
Plans submitted for screen enclosures must include
the following:
(A)
A complete site plan showing the screen enclosure.
(B)
A complete roof plan of the dwelling showing
the screen enclosure with the configuration
of the screen enclosure frame members in plan.
(C)
All affected exterior elevations of the entire
dwelling showing all the frame members of the
screen enclosure in place.
(f)
Landscaping.
(1)
Tree and Shrub Trimming and Removal. No
trees will be cut or removed from a Unit in
excess of the amount necessary to clear the
Unit for construction of a residential or commercial
structure without ARB approval.
(2)
Landscape Materials. Final Approval of
all landscape material will be subject to the
ARB�s inspection of the plantings during the
six (6) month period following the completion
of the landscape installation.
(g)
Exterior Lighting. Outdoor lighting
must be located so that it does not interfere
with or become a nuisance to other residents
or wildlife. The light source of any exterior
light must be shielded from public view. The
ARB reserves the right to enforce lighting provisions
from aesthetics and an environmental standpoint
after the construction of a Home is completed.
6.28.
ARB Agreements. Owners, builders
and contractors jointly and individually assume
responsibility for observance and compliance
with all applicable rules, regulations, requirements
and agreements herein contained.
(a)
Accessory Structures (Other than Homes - As
approved by the ARB). Accessory Structures must
be located within the Unit�s property lines
and setbacks. Accessory Structures must
not be located, constructed, painted or used
in such manner so as to create any off‑site
visual, audible or aesthetic nuisance or disturbance.
The ARB shall consider height (including base
or foundation structure), size, number of objects
in adjacent area, color, design, lighting (if
any), material, subject and possible interference
with rights of other Owners to quiet enjoyment
of their rights and properties. Accessory
Structures must not create a safety hazard to
Owners or occupants or off‑site persons
(e.g. neighbors). Landscaping screening
or restrictions on hours or manner of use, may
be considered in reviewing proposed installation
of the Accessory Structures.
(b)
Maintenance; Exterior Colors. Repainting
of any Home, Accessory Structure or any other
improvement must be in the color originally
approved by the ARB without application to the
ARB. Subject to review of neighboring
parcels and other residences within the Community,
variations and variances shall be considered
or permitted if in keeping with overall requirements
of aesthetics for type of structure, location,
community appearance, maintenance and resale
values. Maintenance is the responsibility
of the Parcel Owner. All dwellings, accessory
and related structures shall be cleaned and
maintained as in original or subsequently approved
condition so as to maintain the harmony and
aesthetic appearance of the community.
Fines for non‑observance shall be imposed
at the sole discretion of the ARB.
(c)
Satellite Dishes. The ARB will regulate
and must approve all exterior parts of a Digital
Satellite System, including, for example, satellite
dish, base, mounting board, mounting brackets,
wiring and all accessory and related equipment.
(1)
Satellite dishes on Residential parcels may
not exceed 1.5 meters in diameter.
(2)
Satellite dishes must be screened from off‑site
view by wall, fence, shrubs, trees or other
appropriate landscaping. Any such screening
is to be maintained.
(3)
Each application for installation is to be reviewed,
at the discretion of the ARB, on an individual
basis, considering site, color, manner of installation,
location of installation, possible visual or
other nuisance, aesthetics, size and other factors.
(4)
The use of a satellite dish must comply with
Belize law.
(d)
Solar Collectors and Panels. Application
to include scaled roof plan showing design and
location of solar panels, all elevations reflecting
accessory equipment and supply and return pipes.
Solar panels of any type are not to be visible
from the front of the dwelling. Otherwise,
permitted only on roofs with an orientation
to the south or with 45 degrees east or west
of due south at locations. The ARB will
consider the appearance and aesthetic harmony
of the installation but shall not have responsibility
for its materials, structural integrity, safety,
suitability for intended use or manner of installation.
(e)
New Construction, Alteration, Renovation, Demolition
and Ground Preparation of Dwellings and Parcels
(herein defined as "construction").
(1)
Adjoining parcels shall be kept free of all
construction material and refuse at all times
during construction.
(2)
Sanitary structures (e.g. portable toilets)
and refuse containers are limited to two of
each located on the construction site.
Both portable toilets and containers must be
screened to provide minimum off‑site view
or exposure.
(3)
Building materials, refuse or construction equipment
shall not be discarded on or in any way permitted
to remain on neighboring properties.
(4)
Damage to adjoining properties is the responsibility
of Parcel Owner and builder/contractor.
(5)
In addition to penalties and liabilities provided
by DOE, the ARB may halt the construction process
on a site until the violation is corrected.
(f)
Fire Extinguishers. All Homes, Accessory
Structures and commercial buildings must have
a minimum of one fire extinguisher per each
1,000 square feet of dwelling.
6.29
ARB Indemnification. Every Officer
and Director of the Declarant, the Declarant,
the Association, each ARB member, and each of
their respective agents and employees (the �Indemnified
Parties�) shall be defended and are hereby indemnified,
released and held harmless by the Owners from
and against any and all claims, damages, judgments,
liabilities, expenses, and fees including, for
example, counsel fees and disbursements, reasonably
incurred by or imposed upon such Indemnified
Parties in connection with any judicial, quasi-judicial
or any other proceeding to which such parties
may be a party or in which he/she/they may become
involved by reason of his/her/their being or
having been an Officer, Director or member of
the ARB, Association and/or Declarant, whether
or not he/she/they is/are an Officer, Director,
member or employee of the ARB, Association or
Declarant at the time such expenses are incurred.
The foregoing right of indemnification shall
be in addition to and not exclusive of all other
rights to which such Officer, Director, member
or employee of the ARB, Association or Declarant
may be entitled.
Each
Owner acknowledges that their Unit has been
sold and purchased by them in their �as‑is�
�where-is� condition. Each Owner agrees
to release, defend, indemnify and hold Declarant,
Declarant�s officers, predecessor officers,
directors, predecessor directors, shareholders,
managers, agents and employees harmless from
and against any and all claims, demands, damages,
costs and expenses of whatsoever nature or kind,
including attorney's fees, disbursements and
costs, arising from any matter relating to the
Community, including, without limitation, water
level fluctuations of any and all rivers, ponds,
creeks, and wetlands on or adjacent to the Community
and other causes or conditions, which are beyond
the reasonable control of Declarant.
Article VII
Maintenance, Repair & Replacement
7.1
Maintenance of Units. Each Owner
shall maintain the Home and other permanent
improvements and all landscaping encompassed
within such Owner�s Unit in a manner consistent
with the Community Documents and the Community-Wide
Standard, unless such maintenance responsibility
is otherwise assumed by or assigned to the Association
or a Neighborhood Association pursuant to any
Supplemental Declaration or other declaration
of covenants applicable to such Unit.
Each Owner shall also be responsible for maintaining
the landscaping within that portion of any adjacent
Common Area or right of way of a Public Street
lying between the Unit boundary and any wall,
fence or curb located on the Common Area or
right-of-way within ten (10) feet of the Unit
boundary; provided, however, that the Owner
shall have no right to remove trees, shrubs
or similar vegetation from this area without
prior approval of the Declarant or ARB, as the
case may be, pursuant to Articles IV & VI.
7.2
Maintenance of Neighborhood Property.
Each Neighborhood Association, if any, shall
maintain its common property and any other property
for which it has maintenance responsibility
in a manner consistent with the Community Documents
and the Community-Wide Standard. Each
Neighborhood Association, if any, shall also
be responsible for maintaining the landscaping
within that portion of any adjacent Common Area
or public right of way lying between the boundary
of its common property and any wall, fence or
curb located on the Common Area or public right-of-way
within ten (10) feet of the Neighborhood�s boundary;
provided, that the Neighborhood Association
shall have no right to remove trees, shrubs
or similar vegetation from this area without
prior approval of the ARB or Declarant pursuant
to Articles IV & VI. The Board may,
by duly adopted Resolution, declare the Owners
within each Neighborhood to be responsible for
paying, through Neighborhood Assessments, the
costs of operating, maintaining and insuring
designated portions of the Area of Common Responsibility
within or adjacent to such Neighborhood.
This may include, without limitation, the costs
of maintaining any signage, entry features,
right of way and greenspace between the Neighborhood
and the adjacent Public Streets within the Neighborhood,
and the river or property fronting such river
within the Neighborhood, regardless of ownership
and regardless of the fact that such maintenance
may be performed by the Association; provided,
however, that all Neighborhoods that are similarly
situated shall be treated in a similar manner.
The Association may assume maintenance responsibility
for property within any Neighborhood, in addition
to that designated by any Supplemental Declaration,
either by agreement with the Neighborhood or
because, in the opinion of the Board, the level
and quality of service provided is not consistent
with the Community-Wide Standard. All
costs of maintenance pursuant to this Section
7.2 plus an administrative charge equal to fifteen
percent (15%) of such costs shall be assessed
as a Neighborhood Assessment only against the
Units within the Neighborhood to which the services
are provided.
7.3
Repair & Replacement of Unit Improvements.
Unless otherwise specifically provided in the
Community Documents or in other instruments
creating and assigning maintenance responsibility,
each Owner�s responsibility to maintain such
Owner�s Unit shall include the responsibility
to repair and replace the improvements constructed
or installed within such Unit in order to maintain
the Unit in a manner consistent with the Community-Wide
Standard. By accepting a deed or other
instrument conveying title to a Unit, each Owner
shall be deemed to have covenanted and agreed
to carry property insurance for the full replacement
cost of all insurable improvements constructed
or installed within such Owner�s Unit, less
a reasonable deductible. The Association
may, but shall not be obligated to, assume responsibility
for obtaining and maintaining any insurance
coverage on behalf of the Owners, the premiums
for such insurance shall be included in a Specific
Assessment levied against each benefited Unit
and its Owner. Each Owner shall be further
deemed to have covenanted and agreed that in
the event of damage to or destruction of structures
constructed on or installed within such Owner�s
Unit, the Owner shall promptly repair, restore
or replace such structures in manner consistent
with the original construction or such other
plans and specifications as are approved in
accordance with Article IV. Alternatively,
the Owner may clear the Unit and maintain it
in a neat and attractive, landscaped condition
consistent with the Community-Wide Standard.
The Owner shall pay any and all costs not covered
by insurance proceeds. This Section 7.3
shall apply to any Neighborhood Association
responsible for common property within the Neighborhood
in the same manner as if the Neighborhood Association
was an Owner and the common property was a Unit.
Additional recorded covenants applicable to
any Neighborhood may establish more stringent
requirements for insurance and more stringent
standards for rebuilding or reconstructing structures
within the Units within such Neighborhood and
for clearing and maintaining the Units in the
event the structures are not rebuilt or reconstructed.
7.4
Repair & Replacement of Common Area Improvements.
Unless otherwise specifically provided in the
Community Documents or in other instruments
creating and assigning maintenance responsibility,
the Association shall be responsible for the
maintenance, repair and replacement of all improvements
constructed or installed within the Common Area
in accordance with the requirements of Section
9.4 and Section 9.7.
Part Three
Community Governance & Administration
This Declaration establishes the Association
as the organization and legal entity through
which each Owner may participate in the governance
and administration of the Community. The
Association has reserved certain rights for
the Members of the Association. As such,
the Association will not take certain actions
where such rights have been reserved to the
Members except in the case of an emergency.
Article VIII
Association & Members
8.1
Functions of Association. The Association
is the corporation that holds or will hold title
to the Common Area, and is responsible for the
management, maintenance, operation and control
of the Area of Common Responsibility.
The Association is also the organization charged
with the primary responsibility for the enforcement
of the Community Documents. The Association
shall perform its functions in accordance with
the Community Documents and the laws of Belize.
8.2
Membership. Every Owner shall be
a Member of the Association. There shall
be only one (1) membership per Unit, which shall
be appurtenant to, and inseparable from, such
Unit. If a Unit is owned by more than
one Person or Entity, all co-Owners shall share
the privileges of such membership, subject to
reasonable regulation by the Board of Directors
and the restrictions on voting set forth in
Section 8.4 and in the Memorandum of Association.
All co-Owners of a Unit shall be jointly and
severally obligated to perform the responsibilities
of a Unit Owner. The membership rights
of an Owner, which is an Entity, may be exercised
by any Person designated from time to time by
such Owner in a written instrument provided
to the Secretary of the Association.
8.3
Classes of Membership. The Association
shall have two classes of Members, more particularly
described as follows:
(a)
Class �A� Members. Class �A� Members
shall include all of the Owners except the Class
�B� Member, if any. Class �A� Members
shall have one (1) equal vote for each Unit
in which they hold the interest required for
membership under Section 8.2, provided, however,
that there shall be only one (1) vote per Unit.
No vote may be exercised for any Unit or other
land within the Community that is exempt from
Assessments pursuant to Section 10.13.
Class �A� Members may exercise their voting
rights only as provided in Section 8.4.
(b)
Class �B� Member. The sole Class
�B� Member shall be Declarant. Declarant
may appoint a majority of the members of the
Board of Directors during the Declarant Control
Period, as specified in the Memorandum of Association.
Additional rights of Declarant are specified
in the relevant provisions of the Community
Documents. After termination of the Declarant
Control Period, the Declarant shall retain the
right to disapprove certain actions of the Board
and committees as provided in the Memorandum
of Association. The Class �B� membership
of Declarant shall terminate upon the earlier
of: (i) two (2) years after expiration of the
Declarant Control Period pursuant to Article
III of the Memorandum of Association; or (ii)
when, in its discretion, Declarant so determines
and declares in a recorded instrument.
Upon termination of the Class �B� membership
of Declarant, Declarant shall become a Class
�A� Member entitled to exercise the voting rights
of a Class �A� Member for each Unit that Declarant
owns.
8.4
Exercise of Voting Rights. In any
situation in which there is more than one Owner
of a Unit, the vote for such Unit shall be exercised
as the co-Owners determine among themselves
and notify the Secretary of the Association
in writing prior to the vote being taken.
The voting rights of an Owner that is an Entity
may be exercised by any Person designated from
time to time by such Owner in a notice provided
to the Secretary of the Association. Absent
such notice, the voting rights appurtenant to
any Unit shall be suspended if more than one
Person or Entity seeks to exercise such rights.
8.5
Neighborhoods, Voting Members & Voting
Groups.
(a)
Neighborhoods. Any Neighborhood,
acting either through a Neighborhood Committee
elected as provided in the Memorandum of Association
or through a Neighborhood Association, if any,
may request that the Association provide a higher
level of service than that which the Association
generally provides to all Neighborhoods or may
request that the Association provide special
services for the benefit of Units in such Neighborhood.
Upon the affirmative vote, written consent,
or a combination thereof, of Owners of a majority
of the Units within such Neighborhood, the Association
shall provide the requested services to the
extent reasonably available. The cost
of such services, which may include a reasonable
administrative charge in such amount as the
Board of Directors deems appropriate (provided
any such administrative charge shall apply at
a uniform per-Unit rate to all Neighborhoods
receiving such service), shall be assessed against
the Units within such Neighborhood as a Neighborhood
Assessment. Exhibit A to
this Declaration, and each Supplemental Declaration
submitting all or portions of the Additional
Land to this Declaration, may, but shall not
be obligated to, assign the submitted property
to a specific Neighborhood (by name or other
designation), which Neighborhood may be then
existing or newly created. So long as
the Declarant owns any Unit in the Community,
Declarant may unilaterally amend this Declaration
or any Supplemental Declaration to redesignate
Neighborhood boundaries. However, two
or more existing Neighborhoods shall not be
combined without the consent of the Owners of
a majority of the Units in the affected Neighborhoods.
(b)
Voting Members. Each Neighborhood
shall elect a Voting Member who shall be responsible
for casting all votes attributable to Units
owned by Class �A� Members in the Neighborhood
on all Association matters requiring a membership
vote, except as otherwise specified in this
Declaration or the Memorandum of Association.
In addition, each Neighborhood shall elect an
alternate Voting Member who shall be responsible
for casting such votes in the absence of the
Voting Member. The first election of a
Voting Member and alternate Voting Member from
each Neighborhood shall occur within one (1)
year after the sale of the first Unit in the
Neighborhood to a Person or Entity other than
a Builder. Thereafter, the Board of Directors
shall call for an election of Voting Members
and alternates on an annual basis, either by
written ballots cast by mail, computer, or at
a physical meeting of the Class �A� Members
within such Neighborhood, as the Board shall
determine. Upon written petition signed
by Class �A� Members holding at least ten percent
(10%) of the votes attributable to Units within
any Neighborhood, the election for such Neighborhood
shall be held at a physical meeting. Candidates
for election as Voting Members may be nominated
by the Board, a nominating committee, which
the Board may appoint, or from the floor at
any meeting at which such election is to be
held. The presence, in person or by proxy,
or the filing of ballots by Class �A� Members
representing at least twenty-five percent (25%)
of the total Class �A� votes attributable to
the Units in the Neighborhood shall constitute
a quorum at any Neighborhood meeting or election.
In the event of a failure to obtain a quorum
or vacancy in such positions for any Neighborhood,
the Board may appoint a Voting Member or alternate
Voting Member to represent such Neighborhood
until a successor is elected. For any
Neighborhood election, each Class �A� Member
shall be entitled to one equal vote for each
Unit, which such Owner owns in the Neighborhood.
The candidate who receives the greatest number
of votes shall be elected as Voting Member and
the candidate receiving the next greatest number
of votes shall be elected as the alternate Voting
Member. The Voting Member and the alternate
Voting Member shall serve a term of one (1)
year and until their successors are duly elected.
Any Voting Member may be removed, with or without
cause, upon the vote or written petition of
the Owners of a majority of the total number
of Units owned by Class �A� Members in the Neighborhood,
which the Voting Member represents. Until
such time as the Board first calls for election
of a Voting Member for any Neighborhood, the
Owners within such Neighborhood shall be entitled
personally to cast the votes attributable to
their respective Units on any issue requiring
a vote of the Members pursuant to any provision
of the Community Documents.
(c)
Voting Groups. Declarant may designate
Voting Groups consisting of one or more Neighborhoods
for the purpose of electing members of the Board
of Directors. Voting Groups may be designated
to ensure groups with dissimilar interests are
represented on the Board and to avoid some Voting
Members being able to elect all members of the
Board due to the number of Units in such Neighborhoods.
Following termination of the Declarant Control
Period, the number of Voting Groups within the
Community shall not exceed the total number
of directors to be elected by the Class �A�
Members pursuant to the Memorandum of Association.
The Voting Members representing the Neighborhoods
within each Voting Group shall vote on a separate
slate of candidates for election to the Board.
Each Voting Group is entitled to elect the number
of directors specified in the Memorandum of
Association.
Diagram
8.1 Association Organizational Structure
| Neighborhood 1 |
Neighborhood 2 |
Neighborhood 3 |
Neighborhood 4 |
Neighborhood 5 |
| Class �A�
Members |
Class �A�
Members |
Class �A�
Members |
Class �A�
Members |
Class �A�
Members |
| |
|
|
|
|
Diagram 8.1 illustrates the organizational structure
of the Association and the manner in which Voting
Members and Voting Groups will elect the Board
of Directors after the Declarant Control Period
ends. The number of directors (five),
Neighborhoods (five) and Voting Groups (three)
shown in the illustration are for demonstrative
purposes only; the actual number may be different.
Declarant shall establish Voting Groups, if
at all, not later than the date of expiration
of the Declarant Control Period by filing with
the Association and Recording a Supplemental
Declaration identifying each Voting Group by
legal description or other means such that the
Units within each Voting Group may easily be
determined. Such designation may be amended
from time to time by Declarant, acting alone,
at any time prior to the expiration of the Declarant
Control Period. After expiration of Declarant�s
right to expand the Community pursuant to Article
XI, the Board of Directors shall have the right
to record or amend such Supplemental Declaration
upon the vote of a majority of the total number
of directors and approval of Voting Members
representing a majority of the total number
of Neighborhoods and a majority of the total
Class �A� votes in the Association. Neither
the recording nor the amendment of such Supplemental
Declaration by Declarant shall constitute an
amendment to this Declaration, and no consent
or approval of any Person or Entity shall be
required except as stated in this paragraph.
Until such time as Voting Groups are established,
the entire Community shall constitute a single
Voting Group. After a Supplemental Declaration
establishing Voting Groups has been Recorded,
any and all portions of the Community, which
are not assigned to a specific Voting Group,
shall constitute a single Voting Group.
Article IX
Association Powers & Responsibilities
9.1
Acquisition of Property by Board of Directors.
The Association, through the actions of the
Board of Directors, may acquire, hold, lease
(as lessor or lessee), operate and dispose of
tangible and intangible personal property and
real property. The Association may enter
into leases, licenses or operating agreements
for portions of the Common Area, for such consideration
or no consideration as the Board deems appropriate,
to permit use of such portions of the Common
Area by community organizations and by others
for the provision of goods or services for the
general benefit or convenience of Owners and
other occupants of the Units.
9.2
Conveyance of Property to Association by
Declarant. Declarant, and its designees,
may convey to the Association, and the Association
shall accept, personal property and fee-simple
title to, leasehold estates or other interests
in any real property, improved or unimproved,
described in Exhibit A.
Declarant shall (to the extent reasonable) convey
the initial Common Area to the Association prior
to the conveyance of a Unit to any Person or
Entity other than a Builder. Upon Declarant�s
written request, the Association shall reconvey
to Declarant any unimproved portions of the
Common Area, which Declarant originally conveyed
to the Association for no consideration, to
the extent conveyed by Declarant in error, or
needed by Declarant to make minor adjustments
in property lines.
9.3
Regulation of Common Area. The
Association shall be responsible for the management,
operation and control of the Common Area, subject
to any covenants and restrictions set forth
in this Declaration or the deed or other instrument
conveying such property to the Association.
The Board of Directors may, by a duly adopted
Resolution of general application, adopt or
amend such reasonable Rules & Regulations
governing the use of the Common Area as it deems
to be in the best interests of the health, safety
and welfare of the Owners and other occupants
of the Units.
9.4
Maintenance of Area of Common Responsibility.
The Association shall maintain the Area of Common
Responsibility in accordance with the Community-Wide
Standard, including, but not limited to, the
following:
(a)
all portions of the Common Area and any landscaping,
structures or other improvements located thereon;
(b)
landscaping within the rights of way of the
Public Streets within the Community, or within
the public rights of way adjacent to the Community
for which the Association has accepted responsibility
by written agreement;
(c)
such portions of any additional property included
within the Area of Common Responsibility as
may be designated by this Declaration, any Supplemental
Declaration, any Covenant to Share Costs,
or any contract or agreement for maintenance
thereof entered into by the Association;
(d)
all community reserves located within the Community,
including for example, improvements and equipment
installed therein or used in connection therewith;
and
(e)
any property and facilities that Declarant owns
and makes available, on a temporary or permanent
basis, for the primary use of the Association
and its Members. Such property and facilities
shall be identified by written notice from Declarant
to the Association and shall remain part of
the Area of Common Responsibility until such
time as Declarant revokes such privilege of
use and enjoyment by written notice to the Association.
The Association may maintain other property,
which it does not own, including, without limitation,
property dedicated to the public, if the Board
of Directors determines that such maintenance
is necessary or desirable to maintain the Community-Wide
Standard. The Association shall not be
liable for any damage or injury occurring on
or arising from the condition of property that
it does not own or lease, except to the extent
that it has been negligent in the performance
of its maintenance responsibilities. The
Association shall maintain the facilities and
equipment within the Area of Common Responsibility
in continuous operation, except for any periods
necessary, as determined in the Board�s sole
discretion, to perform necessary maintenance,
repair or replacement, unless Voting Members
representing seventy-five percent (75%) of the
Class �A� votes in the Association and the Class
�B� Member, if any, agree in writing to discontinue
such operation. Except as provided above,
the Area of Common Responsibility shall not
be reduced, except with Declarant�s prior written
approval as long as Declarant owns any property
described in Exhibit A.
The costs associated with the maintenance, repair
and replacement of the improvements located
with the Area of Common Responsibility shall
be a Common Expense; provided, the Association
may seek reimbursement from the owners of, or
other Persons or Entities responsible for certain
portions of the Area of Common Responsibility
pursuant to this Declaration, the Covenant to
Share Costs, other recorded covenants, or agreements
with the owners thereof. Maintenance,
repair and replacement of improvements within
the Limited Common Areas shall be a Neighborhood
Expense levied against the Units within the
Neighborhood or Neighborhoods or a Specific
Assessment against the Unit or Units to which
the Limited Common Areas are assigned, notwithstanding
that the Association may be responsible for
performing such maintenance hereunder.
9.5
Required Insurance Coverages. The
Association, acting through the Board of Directors
or its duly authorized agent, shall obtain and
maintain the following insurance policies and
coverages, if reasonably available, or if not
reasonably available, the most nearly equivalent
coverages that are reasonably available:
(a)
Blanket property insurance covering �risks of
direct physical loss� on a �special form� basis
(or comparable coverage by whatever name denominated)
for all insurable improvements within the Common
Area, and within the Area of Common Responsibility
to the extent that Association has assumed the
responsibility for the repair and replacement
of such improvements in the event of a casualty.
If such coverage is not generally available
at reasonable cost, then �broad form� coverage
may be substituted. All property insurance
policies obtained by the Association shall have
policy limits sufficient to cover the full replacement
cost value of the insured improvements under
current district laws and building codes.
(b)
Commercial general liability insurance with
regard to the Area of Common Responsibility
and the operations of the Association, insuring
the Association and the Members for damage or
injury caused by the negligence of the Association,
any of the Members, or employees, agents, or
contractors while acting on the Association�s
behalf. If generally available at reasonable
cost, such coverage (including primary and any
umbrella coverage) shall have a limit of at
least One Million U.S. Dollars (U.S.$1,000,000.00)
per occurrence with respect to bodily injury,
personal injury, and property damage; provided,
however, that should additional coverage and
higher limits be available, at reasonable cost,
that a reasonably prudent person would obtain
and maintain, then the Association shall obtain
and maintain such additional coverages or higher
limits.
(c)
Workers compensation insurance and employers
liability insurance, if and to the extent required
by the laws of Belize.
(d)
Directors� and officers� liability coverage.
(e)
Flood insurance, if necessary and if required
by law in Belize to the extent readily available.
(f)
Such additional insurance as the Board, in the
exercise of its business judgment, determines
to be prudent. In addition, the Association
shall, if so specified in a Supplemental Declaration
applicable to any Neighborhood, obtain and maintain
property insurance on the insurable improvements
within such Neighborhood, which property insurance
shall comply with the requirements of Paragraph
9.5(a) and Section 9.6. Any such policies
shall provide for a certificate of insurance
to be furnished, upon request, to the Owner
of each Unit within the Neighborhood.
Premiums for all insurance covering casualties
to, or liability arising from, the Area of Common
Responsibility shall be Common Expenses, except
that: (i) premiums for property insurance on
Units within a Neighborhood shall be a Neighborhood
Expense; and (ii) premiums for insurance on
Limited Common Areas may be included in the
Neighborhood Expenses of the Neighborhood or
Neighborhoods; however, if no Neighborhoods
have been established, then such costs shall
be deemed to be Specific Assessments and shall
be levied against the Unit or Units to which
such Limited Common Areas are assigned, unless
the Board reasonably determines that other treatment
of the premiums is more equitable and appropriate.
9.6
Insurance Policy Requirements.
The Association, acting through the Board of
Directors, shall retain a professional insurance
consultant to conduct an annual review of the
sufficiency of the Association�s insurance policies
and coverages, and such consultant shall be
familiar with insurable replacement costs in
Belize. All Association insurance policies
shall provide for a certificate of insurance
to be furnished to the Association and, upon
request and the payment of the then current
copying fee and administrative charge, to each
Member insured. The policies may contain
a reasonable deductible, and the amount thereof
shall not be subtracted from the face amount
of the policy in determining whether the policy
limits satisfy the requirements of Paragraph
9.5(a). In the event of an insured loss,
the deductible shall be treated as a Common
Expense or a Neighborhood Expense, as applicable,
in the same manner as the premiums for the applicable
insurance coverage. However, if the Board
reasonably determines, after the Members have
been notified and given an opportunity to be
heard in accordance with the Memorandum of Association,
that the loss is the result of the negligence
or willful misconduct of one or more Owners,
their household members, guests, invitees, or
lessees, then the Board may levy the full amount
of such deductible against the Unit or Units
of such Owner or Owners as a Specific Assessment.
All insurance coverage obtained by the Board
shall: (a) be written by a company that is licensed
and authorized to do business in Belize; (b)
be written in the name of the Association, acting
as trustee for the benefited parties (policies
on the Common Areas shall be for the benefit
of the Association and its Members); (policies
secured on behalf of a Neighborhood shall be
for the benefit of the Owners of Units within
the Neighborhood and their Chargees, as their
interests may appear); (c) not be brought into
contribution with insurance purchased by Owners,
occupants, or their Chargees individually; (d)
contain an inflation guard endorsement; (e)
include an agreed amount endorsement, if the
policy contains a co-insurance clause; (f) provide
that each Owner is an additional insured with
respect to liability arising out of such Owner�s
interest in the Common Area as a Member (provided,
this provision shall not be construed as giving
an Owner any ownership interest in the Common
Area); (g) provide that the insurer waives its
rights to require the Association to transfer
its recovery rights against any Owner or household
member of an Owner to the insurer (formerly
called a �waiver of subrogation�); (h) include
an endorsement precluding cancellation, invalidation,
suspension, or non-renewal by the insurer on
account of any of the Owners, or on account
of any curable defect or violation, without
thirty (30) days� prior written demand to the
Association to cure the defect or violation;
and (i) include an endorsement precluding cancellation,
invalidation, or condition to recovery under
the policy on account of any act or omission
of any of the Owners, unless such Owner is acting
within the scope of the Owner�s authority, as
an Officer or Director. In addition, the
Board shall use reasonable efforts to secure
insurance policies that list the Owners as additional
insureds and provide: (j) a waiver of subrogation
as to any claims against the Board, and the
Association�s officers, employees, and property
manager, if any, the Owners and the occupants
of the Units, and their servants, agents, and
guests; (k) a waiver of the insurer�s rights
to repair and reconstruct instead of paying
cash; (l) an endorsement excluding the
Owners� individual insurance policies from consideration
under any �other insurance� clause; (m) an endorsement
requiring at least thirty (30) days� prior written
notice to the Association of any cancellation,
substantial modification, or non-renewal; (n)
a cross-liability provision; and (o) a provision
vesting in the Board the exclusive authority
to adjust losses; provided, however, no Chargee
having an interest in such losses may be prohibited
from participating in the settlement negotiations,
if any, related to the loss.
9.7
Restoration of Improvements after Casualty.
In the event of any casualty to the improvements
within the Common Area or other property which
the Association is obligated to insure, the
Board of Directors or its duly authorized agent
shall file and adjust all insurance claims and
obtain reliable and detailed estimates of the
cost of restoring the property to substantially
the condition in which it existed before such
casualty, allowing for changes or improvements
necessitated by changes in applicable laws and
ordinances (and building codes) in Belize.
Damaged improvements within the Common Area
shall be restored or replaced, unless the Voting
Members representing at least seventy-five (75%)
of the total Class �A� votes, and the Class
�B� Member, if any, decide within sixty (60)
days after the loss not to restore or replace
such improvements. If either the insurance
proceeds or estimates of the loss, or both,
are not available to the Association within
such sixty-day period, then the period shall
be extended until such funds or information
are available. However, such extension
shall not exceed sixty (60) additional days.
Chargee shall have the right to participate
in the determination of whether the damaged
or destroyed improvements within the Common
Area shall be restored or replaced. If
a decision is made not to restore or replace
the damaged improvements, and no alternative
improvements are authorized, the affected land
shall be cleared of all debris and ruins, and
thereafter shall be maintained by the Association
in a neat and attractive, landscaped condition
consistent with the Community-Wide Standard.
Any insurance proceeds remaining after paying
the costs of restoration or replacement, or
after such settlement as is necessary and appropriate,
shall be paid to any Chargees in proportion
to their interests in such affected property.
If all such Chargees are paid in full and a
remaining balance exists, such sums shall be
retained by the Association for the benefit
of the Members or the Owners of Units within
the insured Neighborhood, as applicable, and
placed in a capital improvements account.
This is a covenant for the benefit of the Chargees,
and may be enforced by the Chargee of any affected
Unit. If insurance proceeds are insufficient
to cover the costs of restoration or replacement,
the Board may, without a vote of the Voting
Members, levy Special Assessments to cover the
shortfall against those Owners responsible for
the premiums for the applicable insurance coverage
under Paragraph 9.5(a)[the Owners].
9.8
Enforcement of Community Documents.
Every Owner and occupant of a Unit shall comply
with the Community Documents. The Board
of Directors may impose sanctions on the Owner
and/or occupant of a Unit for a violation of
the Community Documents after notice and a hearing
in accordance with the procedures set forth
in the Memorandum of Association. Such
sanctions may include, without limitation: (a)
the imposition of reasonable monetary fines,
as specified in a Resolution of general application
duly adopted by the Board, which fines shall
be secured by the lien for Assessments upon
the violator�s Unit (in the event that any occupant
of a Unit, or the guest or invitee of the Owner
or occupant of a Unit, violates the Community
Documents and a fine is imposed, the fine shall
first be assessed against the violator; provided,
however, if such fine is not paid by the violator
within the time period set by the Board, the
Owner shall pay the fine upon receipt of notice
from the Board); (b) the suspension of an Owner�s
right to vote; (c) the suspension of the violator�s
right to use any recreational facilities within
the Common Area; provided, however, nothing
herein shall authorize the Board to limit ingress
or egress to or from a Unit; (d) the suspension
of any services provided by the Association
to an Owner or the Owner�s Unit, if the Owner
is more than thirty (30) days delinquent in
paying any Assessment or other charge owed to
the Association; (e) the exercise of self-help
to abate any violation of the Community Documents
in a non-emergency situation, provided such
self-help measure is taken without breaching
the peace; (f) requiring an Owner, at such Owner�s
sole cost and expense, to remove from the Owner�s
Unit any structure or improvement constructed
or installed in violation of the Community Documents
and to restore and/or reconstruct the Unit to
its previous condition and, upon failure of
the Owner to do so, the Board or its designee
shall have the right, but not the obligation,
to enter the Unit, remove such structure or
improvement and restore the Unit to substantially
the same condition as previously existed prior
to the violation of the Community Documents
and any such action shall not be deemed to be
a trespass; (g) without liability to any Person
or Entity, precluding any contractor, subcontractor,
agent, employee or other invitee of an Owner
or occupant of a Unit who fails to comply with
the terms and provisions of Article IV &
VI and the Guidelines from continuing or performing
any further activities in the Community; and
(h) levying against one or more Units a Specific
Assessments to cover the costs incurred by the
Association to bring a Unit into compliance
with the Community Documents. In addition,
the Board may take the following enforcement
procedures to ensure compliance with the Community
Documents without the necessity of compliance
with the procedures set forth in the Memorandum
of Association: (i) exercising self-help in
any bona fide emergency; or (j) bringing
suit at law to recover monetary damages, or
in equity to enjoin any violation, or both.
In addition to any other enforcement rights,
if an Owner fails to properly perform such Owner�s
maintenance responsibilities, the Association
may record a notice of such violation or perform
such maintenance responsibilities and levy all
costs thereof plus an administrative charge
equal to fifteen percent (15%) of such costs
against such Owner�s Unit and such Owner as
a Specific Assessment. If a Neighborhood
Association fails to perform its maintenance
responsibilities, the Association may perform
such maintenance and assess the costs thereof
as a Neighborhood Assessment or Specific Assessment
against all Units within such Neighborhood.
Except in a bona fide emergency, the
Association shall provide the Owner or Neighborhood
Association, as applicable, reasonable notice
and an opportunity to cure the problem prior
to taking such enforcement action. All
remedies set forth in the Community Documents
shall be cumulative of any remedies available
at law or in equity. In any action to
enforce the Community Documents, if the Association
prevails, it shall be entitled to recover all
costs, including, without limitation, all court
costs and reasonable attorneys� fees incurred
in such action, regardless of whether a lawsuit
is filed and throughout all appellate levels.
9.9
Board of Directors� Discretion to Take Action.
The Board of Directors shall have the discretion
to decide whether to take enforcement action
in any particular case; provided, however, that
the Board shall not be arbitrary or capricious
in taking enforcement action. Without
limiting the generality of the foregoing sentence,
the Board may determine that, under the circumstances
of a particular case that: (a) the Association�s
position is not strong enough to justify pursuing
enforcement action; or (b) the covenant, restriction
or rule being enforced is, or is likely to be
construed as, inconsistent with applicable law;
or (c) although a technical violation may exist
or may have occurred, it is not of such a material
nature as to be objectionable to a reasonable
person or to justify expending the Association�s
resources to pursue enforcement action; or (d)
that it is not in the Association�s best interests,
based upon hardship, expense, or other reasonable
criteria, to pursue enforcement action.
The Board�s decision not to pursue enforcement
action in a particular case shall not be construed
as a waiver of the right of the Association
to pursue enforcement action at a later time,
under other circumstances, or preclude the Association
from enforcing any other provision of the Community
Documents. The Association, by contract
or other agreement, may enforce applicable laws
of Belize, and permit the judicial and
quasi-judicial (or any other) enforcement agencies
to enforce the provisions of the Community Documents
for the benefit of the Association and the Members.
9.10
Implied Rights; Board Authority.
The Association may exercise any right or privilege
given to it expressly by the Community Documents,
or reasonably implied from, or reasonably necessary
to effectuate any such right or privilege.
All rights and powers of the Association may
be exercised by the Board of Directors without
a vote of the Members, except where the Community
Documents or applicable laws of the State specifically
require a vote of the Members. The Board
may initiate, defend, settle, or intervene on
behalf of the Association in mediation, binding
or non-binding arbitration, litigation, or administrative
proceedings in matters pertaining to the Area
of Common Responsibility, enforcement of the
Community Documents, or any other civil claim
or action involving the Community. However,
the Community Documents shall not be construed
as creating any independent legal duty to initiate
litigation on behalf of or in the name of the
Association or the Members. In exercising
the rights and powers of the Association, making
decisions on behalf of the Association, and
conducting the Association�s affairs, the Board
shall be subject to, and its actions shall be
judged in accordance with, the standards set
forth in the Memorandum of Association.
9.11
Indemnification of Directors, Officers &
Others. Subject to applicable laws
of Belize, the Association shall indemnify every
Director, Officer and committee member against
all damages and expenses, including attorneys�
fees, reasonably incurred in connection with
any action, suit, or other proceeding (including
settlement of any suit or proceeding, if approved
by the then Board of Directors) to which such
Person may be a party by reason of being or
having been a Director, Officer or committee
member. The Directors, Officers and committee
members shall not be liable for any mistake
of judgment, negligent or otherwise, except
for their own individual willful misfeasance,
malfeasance, misconduct, or actions taken in
bad faith. The Directors and Officers
shall have no personal liability with respect
to any contract or other commitment made or
action taken in good faith on behalf of the
Association (except to the extent that such
Directors or Officers may also be Members).
The Association shall indemnify, release, defend
and hold each Director, Officer and committee
member harmless from and against any and all
liability to others on account of any such contract,
commitment or action. This right to be
indemnified shall not be exclusive of any other
rights to which any present or former Director,
Officer or committee member may be entitled.
The Association shall, as a Common Expense,
maintain adequate general liability and officers�
and directors� liability insurance to fund this
obligation in accordance with Section 9.5(d)
of Article IX, if such insurance is reasonably
available.
9.12
Responsibility for Personal Safety &
Security. Every Owner and occupant
of a Unit, and their respective guests and invitees,
shall be responsible for their own personal
safety and the security of their (personal,
mixed and real) property within the Community.
The Association may, but shall not be obligated
to, maintain or support certain activities within
the Community designed to enhance the level
of safety or security that each Person provides
for such Person�s self or property.
Neither
Declarant nor the Association shall be deemed
to be an insurer or guarantor of the safety
of any Person or the security of any Person�s
property within the Community; nor shall either
Declarant or the Association be held liable
for any loss or damage by reason of failure
to provide adequate security or the ineffectiveness
of any security measures undertaken. No
representation or warranty is made or shall
be implied that any systems or measures, including
any mechanism or system for limiting access
to the Community, cannot be compromised or circumvented,
nor that any such systems or security measures
undertaken will in all cases prevent injury
or loss or provide the detection or protection
for which the system is designed or intended.
Every Owner shall be responsible for informing
all occupants, tenants, invitees, licensees
or guests of such Owner�s Unit that Declarant,
the Association, the Board of Directors and
the members of committees are not insurers or
guarantors of personal safety or the security
of (real, personal or mixed) property, and that
each Person within the Community assumes all
risks of personal injury and loss or damage
to property, including the Units and their contents,
resulting from the acts of third parties.
ALL
OWNERS AND OCCUPANTS OF ANY UNIT, TENANTS, GUESTS
AND INVITEES OF ANY OWNER OR OCCUPANT, AS APPLICABLE,
ACKNOWLEDGE THAT THE ASSOCIATION AND ITS BOARD
OF DIRECTORS, DECLARANT, DECLARANT�S OFFICERS,
PREDECESSOR OFFICERS, DIRECTORS, PREDECESSOR
DIRECTORS, OR ANY SUCCESSOR DECLARANT AND THE
ARCHITECTURAL REVIEW BOARD DO NOT REPRESENT
OR WARRANT THAT ANY FIRE PROTECTION SYSTEM,
BURGLAR ALARM SYSTEM OR OTHER SECURITY SYSTEM
OR MEASURE, INCLUDING ANY MECHANISM OR SYSTEM
FOR LIMITING ACCESS TO THE PROPERTIES MAY NOT
BE COMPROMISED OR CIRCUMVENTED, THAT ANY FIRE
PROTECTION OR BURGLAR ALARM SYSTEMS OR OTHER
SECURITY SYSTEMS OR MEASURES WILL PREVENT LOSS
BY FIRE, SMOKE, BURGLARY, THEFT, HOLD‑UP,
OR OTHERWISE, NOR THAT FIRE PROTECTION OR BURGLAR
ALARM SYSTEMS OR OTHER SECURITY SYSTEMS OR MEASURES
WILL IN ALL CASES PROVIDE THE DETECTION OR PROTECTION
FOR WHICH THE SYSTEM IS DESIGNED OR INTENDED.
EACH OWNER AND OCCUPANT OF ANY UNIT, AND EACH
TENANT, GUEST AND INVITEE OF AN OWNER OR OCCUPANT,
AS APPLICABLE, ACKNOWLEDGES AND UNDERSTANDS
THAT THE ASSOCIATION, ITS BOARD OF DIRECTORS
AND COMMITTEES, DECLARANT, DECLARANT�S OFFICERS,
PREDECESSOR OFFICERS, DIRECTORS, PREDECESSOR
DIRECTORS AND ALL SUCCESSOR DECLARANTS ARE NOT
INSURERS AND THAT EACH OWNER AND OCCUPANT OF
ANY UNIT AND EACH TENANT, GUEST AND INVITEE
OF ANY OWNER OR OCCUPANT ASSUMES ALL RISKS FOR
LOSS OR DAMAGE TO PERSONS, TO UNITS AND TO THE
CONTENTS OF UNITS AND FURTHER ACKNOWLEDGES THAT
THE ASSOCIATION, ITS BOARD OF DIRECTORS AND
COMMITTEES, DECLARANT, DECLARANT�S OFFICERS,
PREDECESSOR OFFICERS, DIRECTORS, PREDECESSOR
DIRECTORS AND ALL SUCCESSOR DECLARANTS HAVE
MADE NO REPRESENTATIONS OR WARRANTIES NOR HAS
ANY OWNER, OCCUPANT, TENANT, GUEST OR INVITEE
RELIED UPON ANY REPRESENTATIONS OR WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, RELATIVE TO ANY FIRE AND/OR BURGLAR
ALARM SYSTEMS OR OTHER SECURITY SYSTEMS RECOMMENDED
OR INSTALLED OR ANY SECURITY MEASURES UNDERTAKEN
WITHIN THE PROPERTIES.
9.13
Association Powers Regarding Neighborhood
Associations. The Board of Directors
shall have the power to veto any action taken
or contemplated to be taken by any Neighborhood
Association that the Board reasonably determines
to be adverse to the interests of the Association
or the Members, or inconsistent with the Community-Wide
Standard. The Association also shall have
the power to require specific action to be taken
by any Neighborhood Association in connection
with its obligations and responsibilities, such
as requiring specific maintenance, repairs or
aesthetic changes to be effectuated, and requiring
that a proposed budget include certain items
and that expenditures be made therefor.
A Neighborhood Association shall take appropriate
action, as required by the Board in a written
notice to the Neighborhood Association, within
the reasonable timeframe set by the Association
in such notice. If the Neighborhood Association
fails to comply with the Association�s request,
the Association shall have the right, but not
the obligation, to take such action on behalf
of the Neighborhood Association, and to levy
a Neighborhood Assessment or Specific Assessments
against the Units or Neighborhood within such
Neighborhood to cover the actual costs, as well
as an administrative charge and fines.
9.14
Additional Services Provided by Association.
The Association may provide additional services
and facilities for the Members and their Units,
and shall be authorized to enter into and terminate
contracts or agreements with other Persons or
Entities, including Declarant, to provide such
additional services and facilities. The
Board of Directors may, by a duly adopted Resolution
of general application, establish and charge
user or service fees for any such additional
services and facilities provided, or may include
the costs thereof in the Association�s budget
as a Common Expense, if the additional services
or facilities are provided to all Units.
Such additional services and facilities may
include, without limitation, landscape maintenance,
pest control, cable television, security, caretaker,
transportation, fire protection, utilities,
and similar services and facilities. Nothing
in this Section 9.14 shall be construed as a
representation by Declarant or the Association
as to what, if any, additional services or facilities
may be provided. In addition, the Board
shall be permitted to modify or cancel existing
contracts or agreements for additional services
or facilities, in its sole discretion, unless
it is otherwise required to provide such services
or facilities by the Community Documents.
No Owner shall be exempt from the obligation
to pay such Owner�s share of the costs of such
additional services or facilities, as a Common
Expense, by refraining from the use of any services
or facilities provided to all of the Owners
or the Units.
9.15
Relationships with Other Properties.
The Association may enter into contractual agreements
or covenants to share costs with any neighboring
property to contribute funds for, among other
things, shared or mutually beneficial property
or services and/or a higher level of maintenance
for the Area of Common Responsibility.
9.16
Facilities & Services May be Opened to
Public. The Association may permit
certain facilities and land within the Common
Area to be opened for the use and enjoyment
of the general public. Such Common Area
facilities and lands may include, without limitation:
greenbelts, trails and paths, parks, and other
neighborhood spots conducive to gathering and
interaction, the rights of way of the Private
and/or Public Streets and the medians within
them, and sidewalks. Declarant may designate
such facilities and lands as open to the general
public at the time Declarant declares such facilities
and areas a part of the Area of Common Responsibility,
or the Board of Directors may make such designation
at any time thereafter.
Article X
Association Finances
10.1
Budgeting for Common Expenses.
At least sixty (60) days before the beginning
of each fiscal year, the Board of Directors
shall cause the preparation of a budget of the
estimated Common Expenses for the coming fiscal
year, including any contributions to be made
to the Reserves pursuant to Section 10.2.
The budget shall also reflect the sources and
estimated amounts of funds to cover such expenses,
which may include any surplus revenue to be
applied from prior years, any revenue expected
from sources other than Assessments, as well
as the revenue to be raised through the levy
of General Assessments and Special Assessments
against the Units as authorized in Section 10.4
and Section 10.5, respectively.
10.2
Budgeting for Reserves. At least
sixty (60) days before the beginning of each
fiscal year, the Board of Directors shall cause
the preparation and review of a budget for funding
the Reserves for the repair and replacement
of capital assets located within the Area of
Common Responsibility and for each Neighborhood
for which the Association maintains the capital
assets as a Neighborhood Expense. The
Reserve budget shall take into account the number
and nature of such capital assets, and the expected
life and repair or replacement cost of each
asset. The Board shall include in the
Common Expenses stated in the budget adopted
pursuant to Section 10.1, or in the Neighborhood
Expense budgets adopted pursuant to Section
10.3, as appropriate, a capital contribution
to fund Reserves sufficient to meet the anticipated
costs of repairing or replacing such capital
assets over the coming fiscal year or years.
10.3
Budgeting for Neighborhood Expenses.
At least sixty (60) days before the beginning
of each fiscal year, the Board of Directors
shall cause the preparation of a separate budget
covering the estimated Neighborhood Expenses
for each Neighborhood on whose behalf Neighborhood
Expenses are expected to be incurred during
the coming fiscal year. Each such budget
shall include any costs for additional services
or a higher level of services, which the Owners
of Units in such Neighborhood have approved
pursuant to Paragraph 8.5(a) and any contribution
to be made to a Reserve pursuant to Section
10.2. The budget shall also reflect the
sources and estimated amounts of funds to cover
such expenses, which may include any surplus
to be applied from prior fiscal years, any income
expected from sources other than Assessments
levied against the Units in such Neighborhood,
as well as the amount required to be generated
through the levy of Neighborhood Assessments
and Special Assessments against the Units in
such Neighborhood. The Association is
hereby authorized to levy Neighborhood Assessments,
in equal shares, against all Units in the Neighborhood
that are subject to Assessments under Section
10.6, in order to fund the Neighborhood Expenses;
provided, if so specified in the applicable
Supplemental Declaration, or if so directed
by petition signed by a majority of the Owners
of the Units within the Neighborhood, any portion
of the Assessment intended for exterior maintenance
of structures, insurance on structures, or Reserves
for replacement of particular structures shall
be levied on each of the benefited Units in
proportion to the benefit received. The
Board shall cause a copy of the Neighborhood
budget and notice of the amount of the Neighborhood
Assessment for the coming fiscal year to at
least be electronically delivered to or made
available on Progresso Heights� website so that
each Owner of a Unit within the Neighborhood
has notice thereof at least thirty (30) days
prior to the beginning of the new fiscal year.
Such budget and Assessment shall become effective
unless disapproved at a meeting of the Owners
of a majority of the Units in the Neighborhood.
However, there shall be no obligation to call
a meeting for the purpose of considering the
budget except upon receipt of a petition of
the Owners of at least ten percent (10%) of
the Units in such Neighborhood. This right
to disapprove shall only apply to those line
items in the Neighborhood budget, which are
attributable to services requested by the Neighborhood,
and shall not apply to any item which the Community
Documents require to be levied as a Neighborhood
Assessment. If the proposed budget for
any Neighborhood is disapproved, or if the Board
fails for any reason to determine the budget
for any year, then until such time as a new
budget is determined, the budget in effect for
the immediately preceding fiscal year shall
continue to be effective for the current fiscal
year. The Board may revise the budget
for any Neighborhood and the amount of any Neighborhood
Assessment at any time and from time to time
during the fiscal year, subject to the notice
requirements and the right of the Owners of
Units in the affected Neighborhood to disapprove
the revised budget as set forth above.
All amounts collected by the Association as
Neighborhood Assessments shall be held in trust
for, and expended solely for the benefit of,
the Neighborhood for which they were collected
and shall be accounted for separately from the
Association�s general funds.
10.4
Covenant to Pay Assessments. Declarant,
for itself and for its successors in title to
all land within the Community, hereby covenants
and agrees that such land shall be subject to
the levy of Assessments to fund the Common Expenses
and other expenses of the Association incurred
on behalf of the Owners, and hereby declares
that the Association is authorized to levy such
Assessments pursuant to this Declaration and
the other Community Documents. Every Owner
of land within the Community, by its acceptance
of a deed or other instrument conveying title
to such land, shall be deemed to have covenanted
and agreed to pay such Assessments.
10.5
Authority to Levy General Assessments.
The Board of Directors is authorized to levy
an annual General Assessment, in equal shares,
against all Units subject to the levy of Assessments
pursuant to this Section 10.5, in order to fund
the Common Expenses. In determining the
amount of the General Assessment, the Board
of Directors may consider any revenue anticipated
to be raised from Assessments applicable to
any additional Units reasonably anticipated
to become subject to the levy of the General
Assessment during the fiscal year. Declarant
may, but shall not be obligated to, reduce the
General Assessment for any fiscal year by paying
a subsidy (in addition to any amounts paid by
Declarant under Section 10.13), which may be
either a contribution, an advance against future
Assessments due from Declarant, or a loan, in
Declarant�s sole discretion. Any such
subsidy shall be disclosed as a line item in
the revenue portion of the budget prepared in
accordance with Section 10.1. By paying
such subsidy in any fiscal year, Declarant shall
not be obligated to continue paying such subsidy
in future fiscal years, unless otherwise provided
in a written agreement between the Association
and Declarant. The Board shall send (electronically
or otherwise) a copy of the final budget, together
with notice of the amount of the General Assessment
to be levied pursuant thereto, to each Owner
at least thirty (30) days prior to the beginning
of the new fiscal year. The budget shall
automatically become effective, unless disapproved
at a meeting by Voting Members representing
at least seventy-five percent (75%) of the total
Class �A� votes, and the Class �B� Member, if
any. There shall be no obligation to call
a meeting for the purpose of considering the
budget, except upon receipt of a petition of
the Members in accordance with the Memorandum
of Association. Any such petition must
be presented to the Board within ten (10) days
after the electronic transmission, dissemination
or delivery of the budget and notice of any
Assessment. If a proposed budget is disapproved,
or the Board fails for any reason to determine
the budget for any fiscal year, then the budget
most recently in effect shall continue in effect
until a new budget is determined. The
Board may revise the budget and adjust the General
Assessment from time to time during the fiscal
year, subject to the notice requirements in
Section 20.14 and the right of the Members to
disapprove the revised budget set forth in this
Section 10.5.
10.6
Authority to Levy Special Assessments and
Capital Improvement Assessments. The
Association is hereby authorized to levy and
collect:
(a)
Special
Assessments to fund unbudgeted Common Expenses
or unbudgeted Neighborhood Expenses. Any
such Special Assessment may be levied against
all Units, if such Special Assessment is to
fund unbudgeted Common Expenses, or against
the Units within a particular Neighborhood if
such Special Assessment is to fund unbudgeted
Neighborhood Expenses. Except as otherwise
specifically provided in this Declaration, a
Special Assessment shall require the affirmative
vote or written consent of Members representing
more than fifty percent (50%) of the total votes
appurtenant to the Units that will be subject
to such Special Assessment, and the affirmative
vote or written consent of the Class �B� Member,
if any. Special Assessments shall be payable
in such manner and at such times as determined
by the Board of Directors, and may be payable
in installments extending beyond the fiscal
year in which the Special Assessment is approved.
(b)
Capital Improvements Assessment for the purpose
of defraying, in whole or in part, the cost
of any construction, reconstruction, repair
or replacement of an improvement, or other such
addition, upon the Properties, including, for
example, fixtures and personal property related
thereto; provided that such Assessment in excess
of the lesser of Fifty Thousand U.S. Dollars
(U.S.$50,000) or ten percent (10%) of the total
amount of the current operating budget of the
Association, shall require the vote or written
assent of a Majority of the Class �A� votes
of the Members or Voting Delegates representing
a majority of the total Class �A� votes,
whichever the case may be, except in the case
of an emergency, fire, or other casualty where,
in the reasonable judgment of the Board, such
action is necessary to prevent further material
damage or to protect against bodily injury without
taking the time necessary to obtain the approval
of Members. No action authorized in this
Section 6(b) of Article X shall be taken without
prior written consent of Declarant as long as
Declarant owns a Unit.
10.7
Authority to Levy Specific Assessments.
The Board of Directors is authorized to levy
a Specific Assessment against a particular Unit
or Units as follows:
(a)
To cover the costs, including overhead and administrative
costs and charges, of providing any additional
services to a Unit or Units that may be requested
from and offered by the Association (which may
include the additional services or facilities
identified in Section 9.14). Specific
Assessments for additional services may be levied
prior to the time when such requested services
are actually provided; and
(b)
To cover costs incurred in bringing the Unit
into compliance with the Community Documents,
or costs incurred as a consequence of the conduct
of the Owner or occupants of the Unit, their
agents, contractors, employees, licensees, invitees,
or guests; provided, the Board shall give the
Owner of the Unit prior written notice and an
opportunity for a hearing, in accordance with
the Memorandum of Association, before levying
any such Specific Assessment under this Paragraph
10.6(b). The Board may also levy a Specific
Assessment against the Units within any Neighborhood
to reimburse the Association for costs incurred
in bringing the Neighborhood into compliance
with the provisions of the Community Documents,
provided the Board gives prior written notice
to the Owners of Units in, or the Voting Member
representing, the Neighborhood and an opportunity
for such Owners or Voting Member to be heard
before levying such Specific Unit Assessment.
10.8
Time for Payment of Assessments.
The Owner of a Unit shall be obligated to pay
Assessments with regard to such Unit beginning
on the first day of the calendar month following:
(a) the month in which the Unit is made subject
to this Declaration; or (b) the month in which
the Board of Directors first determines a budget
and levies the first General Assessment pursuant
to this Article; whichever is later. The
first General Assessment, and Neighborhood Assessment,
if any, levied against each Unit shall be prorated
according to the number of days remaining in
the month and the number of months remaining
in the fiscal year at the time Assessments commence
with regard to the Unit. The Owners shall
pay Assessments in such manner and on such dates
as the Board may establish. The Board
may require advance payment of Assessments at
the closing of the transfer of title to a Unit,
and may also impose special requirements for
Owners with a history (for e.g., two or more)
of delinquent payments. If the Board so
provides, the Owners may pay Assessments in
annual, semi-annual, quarterly or monthly installments.
Unless the Board otherwise provides, the General
Assessment and any Neighborhood Assessment shall
be due and payable in advance on the first day
of each fiscal year. If any Owner is delinquent
in paying any Assessments or other charges levied
on such Owner�s Unit, the Board may accelerate
the entire outstanding balance of all Assessments,
thereby making the full amount of such Assessments
immediately due and payable.
10.9
Personal Obligation to Pay Assessments.
Each Owner, by accepting a deed or other instrument
transferring title to a Unit or any other portion
of the Community, is deemed to covenant and
agree to pay all Assessments authorized by this
Declaration and duly adopted by the Association
in accordance with the Community Documents.
All Assessments, together with interest computed
from the due date at an annual rate of eighteen
percent (18%) or the highest rate permitted
under the laws of Belize, whichever is lower,
late charges as may be established by a Resolution
of general application duly adopted by the Board,
and the costs of collection, including court
costs and reasonable attorneys� fees, shall
be the personal and continuing obligation of
each Owner until paid in full. At the
time of the transfer of title to a Unit, the
transferee (i.e., the new Owner of the
Unit) shall become jointly and severally liable
with the transferor (i.e., the previous
Owner of the Unit) for any unpaid Assessments
and other charges due, but unpaid at the time
of such transfer of title. The failure
of the Board to determine Assessments or the
pro rata shares thereof applicable to
each Unit, or to deliver to each Owner a notice
of such Assessments, shall not be deemed a waiver,
modification, or a release of any Owner from
the personal obligation to pay the Assessments.
In such event, each Owner shall continue to
pay the General Assessment on the same basis
as during the last fiscal year for which an
Assessment was duly levied, if any, until a
new Assessment is levied, at which time the
Association may retroactively levy a modified
General Assessment for any shortfalls in revenue.
If any Owner submits a payment in the form of
a check for any Assessments due and payable
hereunder and such check is written on an account
with insufficient funds or is otherwise returned
with a stop payment order, in addition to charging
such Owner or Owners a Fifty Dollar (U.S.$50.00)
charge for such returned check, the Association
may request and the Owner shall thereafter make
such payment and all future payments by cashier�s
check, certified check, credit card or money
order or such other form or method of payment
reasonably acceptable to the Association.
10.10 Lien
Securing Payment of Assessments. The
Association shall have a lien against each Unit,
including those Units owned by Declarant, to
secure the payment of delinquent Assessments,
as well as the interest, the late charges, and
the costs of collection identified in Section
10.8. Such lien shall be superior to all
other liens, except: (a) those liens securing
the payment of all taxes, bonds, assessments,
and other levies which by law are of superior
priority; and (b) the lien or security title
of any recorded first-priority Charge granted
in good faith and for value. When such
lien secures a delinquent obligation, the Association
may enforce the lien by suit, judgment, and
judicial foreclosure. The Declarant during
the Declarant Control Period and the Association
thereafter may bid for the Unit at the foreclosure
sale, and borrow the money to acquire, acquire,
hold, lease, Charge, and convey the Unit.
After the foreclosure of the Association�s lien
against a Unit, and continuing so long as the
Unit is owned by the Association: (a) no right
to vote shall be exercised on the Unit�s behalf;
(b) no Assessment shall be levied against the
Unit; and (c) every other Unit shall be charged,
in addition to its usual Assessment, a pro
rata share of the Assessment that would
have been levied against such Unit had it not
been owned by the Association. The Association
may, in its discretion, sue an Owner for unpaid
Assessments and other charges authorized hereunder
without foreclosing or waiving the lien securing
such Assessments and other charges. The
transfer of title to any Unit shall not affect
the validity of the lien for delinquent Assessments,
nor relieve such Unit from the lien for any
subsequent Assessments. However, the transfer
of title to any Unit pursuant to the foreclosure
of a first-priority Charge, or the Chargee�s
acceptance of a deed in lieu thereof, shall
extinguish the lien as to any installments of
such Assessments that were due prior to the
date of the foreclosure or deed in lieu thereof.
The new Owner acquiring title to the Unit subsequent
to the foreclosure, or deed in lieu thereof,
shall not be liable for the installments of
Assessments against such Unit that were due
before such Owner�s acquisition of title.
Such unpaid installments of Assessments shall
be deemed to be Common Expenses to be collected
from the Owners of all Units subject to the
levy of Assessments under Section 10.5, including
the new Owner of the subject Unit.
10.11 No
Abatement or Set-Off Applicable to Assessments.
No Owner may reduce or eliminate such Owner�s
personal liability for Assessments by refraining
from the use of the Common Areas, by abandoning
such Owner�s Unit, or by any other means.
The personal obligation to pay Assessments shall
be deemed to be a separate and independent covenant
on the part of each Owner. No Owner may
claim diminution or abatement of the Assessments
or set-off for any alleged failure of the Association
or Board of Directors to take some action or
to perform some function, or for any inconvenience
or discomfort arising from the maintenance,
repair, replacement or improvement of Common
Areas, or from any other action the Association
or Board takes or does not take.
10.12 Certificate
Regarding Payment Status of Assessments (Estoppel
Letters). Upon receipt of the written
request of any Owner, the Association shall
provide such Owner with a written certificate,
signed by an Officer, setting forth the estoppel
information or payment status of all Assessments
duly levied by the Association against such
Owner�s Unit. Such certificate shall be
conclusive evidence of payment or non-payment,
whichever the case may be. The Association
may require the advance payment of a reasonable
processing fee for the issuance of such certificate,
as established by a Resolution of general application
duly adopted by the Board.
10.13 Declarant�s
Exemption from Assessment Obligations and Option
to Fund Budget Deficits. During the
Declarant Control Period, Declarant will be
exempt from the obligation to pay Assessments,
which are imposed or are to be imposed against
the Units that Declarant owns. Regardless
of Declarant�s election�that is, to fund any
deficits or exempt itself from Assessment obligations,
Declarant�s obligations hereunder may be satisfied
in the form of cash or by in-kind contributions
of services or materials, or by a combination
of thereof.
10.14 Property
Exempt from Assessments. The following
land within the Community shall be exempt from
the payment of General Assessments, Neighborhood
Assessments, and Special Assessments:
(a)
All of the Common Areas and such portions of
the land owned by Declarant as are included
within the Area of Common Responsibility; and
(b)
Any land dedicated to and accepted by any governmental
authority or public utility; and
(c)
Property owned by any Neighborhood Association
for the common use and enjoyment of the Owners
of Units within such Neighborhood, or owned
by the members of a Neighborhood Association
as tenants in common.
10.15 Capitalization
of Association. The Board of Directors
may, by a duly adopted Resolution of general
application, establish and collect a Capital
Contribution, levied upon acquisition of record
title to a Unit by the first Owner thereof,
other than Declarant or a Builder, such first
Owner (in addition to and not in lieu of its
Assessment obligation) shall make a contribution
to the working capital of the Association in
an amount equal to one-third (1/3) of the annual
General Assessment then applicable to such Unit
(the �Capital Contribution�). The
Capital Contribution shall be in addition to,
not in lieu of, the pro rata share of
the General Assessment applicable to such Unit,
and shall not be considered an advance payment
of any Assessment nor shall such payment be
refundable. The Association shall use
the Capital Contributions to pay the operating
expenses and other expenses incurred by the
Association pursuant to this Declaration and
the other Community Documents.
10.16 Community
Enhancement/Transfer Fee.
(a)
Authority. The Board of Directors
may, by a duly adopted Resolution of general
application, establish and collect a transfer
fee from the transferring Owner upon each transfer
of title to a Unit in the Community, which fee
shall be payable to the Association at the closing
of the transfer and shall be secured by the
Association�s lien for Assessments pursuant
to Section 10.7 (the �Transfer Fee�).
The Owner proposing to transfer title to such
Owner�s Unit shall provide written notice to
the Association�s Secretary of such proposed
transfer at least thirty (30) days prior to
the transfer. Such notice shall include
the name of the buyer, the date of the proposed
transfer, and such other information reasonably
required by the Board.
(b)
Transfer Fee Limit. The Board of
Directors may, in its sole discretion, establish
the amount or method of determining the Transfer
Fee in a Resolution of general application duly
adopted from time to time. The Board is
authorized, but not required, to determine the
transfer fee based upon a sliding scale, which
varies in accordance with the �gross selling
price� of the property or any other factor as
determined by the Board. However, in no
event shall the Transfer Fee exceed one percent
(1.0%) of the gross purchase price of the Unit.
Until the Board passes a Resolution to the contrary,
the Transfer Fee shall be One Percent of the
gross purchase price of the Unit. For
the purpose of determining the amount of the
Transfer Fee, the gross purchase price shall
be the total cost to the purchaser of purchasing
the Unit, excluding closing costs and title
transfer taxes and recording fees imposed by
the governmental agencies of Belize.
(c)
Purpose. All Transfer Fees collected
by the Association shall be deposited into a
segregated account used for such purposes as
the Board deems beneficial to the general welfare
of the Community, which the Community Documents
do not otherwise require to be addressed by
the Association�s general operating budget.
By way of example and not limitation, such Transfer
Fees may be used to assist the Association in
funding: (i) the preservation and maintenance
of natural areas, reserves, wildlife preserves,
or similar conservation areas, and sponsorship
of educational programs and activities which
contribute to the overall understanding, appreciation
and preservation of the natural environment
within the Community; (ii) programs and activities
which serve to promote a sense of community
within the Community, such as recreational leagues,
cultural programs, educational programs, festivals
and holiday celebrations and activities, a community
computer network, and recycling programs; and
(iii) social services, community outreach programs,
and other charitable causes.
(d)
Exempt Transfers. Notwithstanding
any provision of this Declaration to the contrary,
no Transfer Fee shall be levied upon the transfer
of title to a Unit: (i) by or to Declarant;
(ii) by a Builder who held title solely for
the purposes of development and resale; (iii)
by a co-owner to any Person who was a co-owner
immediately prior to such transfer; (iv) to
the Owner�s estate, surviving spouse or heirs
upon the death of the Owner; (v) to an Entity
wholly- owned by the grantor; provided, upon
any subsequent transfer of an ownership interest
in such Entity, the Transfer Fee shall become
due; or (vi) to an institutional lender or the
Association pursuant to the foreclosure of a
Charge or lien or a deed in lieu thereof.
Part Four
Community Development
This Declaration reserves various rights to
Declarant, as the developer of the Community,
in order to facilitate the smooth and orderly
development of the Community and to accommodate
changes in the Master Plan, which inevitably
occur as the Community grows and matures.
Article XI
Additional Rights Reserved by Declarant
11.1
Withdrawal of Land. Declarant reserves
the right to amend this Declaration, so long
as Declarant owns a Unit in the Community for
the purpose of removing any portion of the Community,
which has not yet been improved with structures
from the coverage of this Declaration, provided
such withdrawal does not reduce the total number
of Units then subject to the Declaration by
more than twenty percent (20%). Such amendment
shall not require the consent of anyone other
than the Owner or Owners of the land to be withdrawn.
If Declarant withdraws land that has been previously
designated as part of the Common Area, the Association
must consent to such withdrawal.
11.2
Marketing & Sales Activities.
Declarant, and the Builders authorized by Declarant,
may construct and maintain upon portions of
the Common Area such facilities and conduct
such activities as, in Declarant�s sole opinion,
may be reasonably required, convenient, or incidental
to the construction, sale or leasing of Units,
including, but not limited to, business offices,
signs, model homes, and sales offices.
Declarant and the authorized Builders shall
have easements for access to and use of such
facilities. The Declarant may charge such
Builders a fee for using such facilities.
11.3
Right to Develop. Declarant, and
its employees, agents, and designees, shall
have a right of access and use and an easement
over and upon all of the Common Area for the
purpose of constructing and installing such
improvements to the Common Area as Declarant
deems appropriate, in its sole discretion.
Every Person or Entity that acquires any interest
in the Community, by acceptance of a deed or
other instrument transferring such interest,
acknowledges that the Community is a mixed-use,
master planned development, the development
of which is likely to extend over many years,
and agrees not to protest, challenge or otherwise
object to (a) changes in uses or density of
property outside the Neighborhood in which such
Person holds an interest; or (b) changes in
the Master Plan as it relates to property outside
the Neighborhood in which such Person holds
an interest.
11.4
Right to Approve Additional Covenants.
So long as Declarant owns any portion of the
land described in Exhibit A, no
one may record any declaration of covenants,
conditions and restrictions, or declaration
of condominium or similar instrument affecting
any portion of the Community without Declarant�s
prior review and written consent. The
recording of any such instrument, without Declarant�s
prior written consent, shall result in such
instrument being void and of no force and effect,
unless Declarant subsequently approves such
instrument in a written consent executed and
recorded by Declarant.
11.5
Right to Approve Changes in Community Standards.
No amendment to or modification of the Guidelines
or the Rules & Regulations shall be effective
without Declarant�s prior review and written
consent so long as Declarant owns any portion
of the land described in Exhibit A .
11.6
Right to Assign Declarant Rights.
Any or all of Declarant�s special rights and
obligations set forth in this Declaration or
the other Community Documents may be assigned
in whole or in part to other Persons or Entities;
provided, however, that such assignment shall
not reduce an obligation nor enlarge a right
beyond that which Declarant has under this Declaration
or the other Community Documents. No such
assignment shall be effective unless it is set
forth in a written instrument consented to and
executed and recorded by Declarant. Notwithstanding
the foregoing sentence, Declarant may permit
other Persons or Entities to exercise, on a
one-time or other limited basis, any right reserved
to Declarant in this Declaration when Declarant
does not intend to assign such right permanently,
and, in such case, Declarant shall not be required
to record a written assignment unless it is
necessary to evidence Declarant�s consent to
such exercise.
11.7
Exclusive Right to Use Name of Community.
No one may use the name �Progresso Heights�
or any derivative of such name in any logo,
depiction or printed or promotional material
without Declarant�s prior review and written
consent. However, the Owners may use the
name �Progresso Heights� in printed or promotional
material where such term is used solely to specify
that particular parcels of land are located
within the Community, and the Association shall
be entitled to use the words �Progresso Heights�
in its name.
11.8
Easement to Inspect & Right to Correct.
Declarant reserves for itself and others it
may designate the right to inspect, monitor,
test, redesign, and correct any structure, improvement
or condition which may exist on any portion
of the land within the Community, including
Units, and a perpetual non-exclusive easement
of access throughout the Community to the extent
reasonably necessary to exercise such right.
Except in a bona fide emergency and except
as otherwise provided for herein, no one may
enter a Unit except after reasonable notice
to the Owner, and no one may enter a Home without
the consent of the Owner. The Person or
Entity exercising this easement shall promptly
repair, at such Person�s or Entity�s sole expense,
any damage resulting from such exercise.
11.9
Right to Notice of Design or Construction
Claims. No Owner, or any agent of
an Owner, shall retain an expert for the purpose
of inspecting the design or construction of
any improvements within the Community in connection
with or in anticipation of any potential or
pending claim, demand or litigation involving
such design or construction, unless Declarant,
and any Builder involved in the design or construction
thereof, have been first notified in writing
and given an opportunity to meet with the Owner
to discuss the Owner�s concerns and conduct
their own inspection.
11.10 Termination
of Rights. The rights contained in
this Article shall not terminate until the earlier
of (a) forty (40) years from the date this Declaration
is recorded; or (b) such time as Declarant executes
and records a written statement that all sales
activity in the Community has ceased.
Part Five
Property Rights Within the Community
The nature of living in a planned development,
with its wide array of properties and development
types and its ongoing development activity,
requires the creation of special property rights
and provisions to address the needs and responsibilities
of Declarant, the Owners, the Association, and
other Persons or Entities who own land within
or adjacent to the Community.
Article XII
Easements
12.1
Easements in Common Area. Declarant
reserves for itself, and grants and declares
for each Owner of a Unit within the Community,
a non-exclusive right and easement of use, access,
and enjoyment in and to the Common Area, subject
to:
(a)
The covenants, conditions, restrictions and
easements set forth in this Declaration and
the other Community Documents, as well as any
other recorded covenants, conditions, restrictions
and easements applicable to the Common Area;
(b)
Any covenants, conditions, restrictions or easements
set forth in any deed conveying the Common Area
to the Association;
(c)
The Board of Directors� right to: (i) adopt
Rules & Regulations governing the use and
enjoyment of the Common Area, including Rules
limiting the number of guests who may use the
Common Area; (ii) suspend an Owner�s right to
use recreational facilities within the Common
Area for (A) any period during which any Assessment
or other charge against such Owner�s Unit remains
delinquent; and (B) a period not to exceed sixty
(60) days for a single violation or for a longer
period in the case of any continuing violation,
of the Community Documents after notice and
a hearing pursuant to the Memorandum of Association;
(iii) dedicate or transfer all or any part of
the Common Area, subject to such approval requirements
as may be set forth in this Declaration; (iv)
impose reasonable membership requirements and
charge reasonable admission or other user or
service fees for the use of any recreational
facility situated within the Common Area; (v)
permit use of any recreational facilities situated
on the Common Area by Persons other than Owners,
their family members, tenants, and guests upon
payment of use fees established by the Board,
and designate other areas and facilities within
the Area of Common Responsibility as open for
the use and enjoyment of the general public;
and (vi) Charge, pledge, or hypothecate any
or all of its real or personal property as security
for money borrowed or debts incurred; and
(d)
The rights of certain Owners to the exclusive
use of those portions of the Common Area designated
as Limited Common Areas pursuant to Article
XIII. Any Owner may extend such Owner�s
right of use and enjoyment to the Owner�s family
members, tenants, and social invitees, as applicable,
subject to reasonable Rules & Regulations
adopted by the Board of Directors pursuant to
Article IV. An Owner who leases such Owner�s
Unit shall be deemed to have assigned all such
rights to the tenants of such Unit for the term
of the lease.
12.2
Easements for Encroachments. Declarant
reserves for itself, and grants and declares
for each Owner of a Unit within the Community,
a reciprocal appurtenant easement for encroachments,
and for maintenance and use of any encroaching
improvement, between each Unit and any adjacent
Common Area, and any Unit due to the unintentional
placement or settling or shifting of the improvements
constructed, installed, or modified thereon
(in accordance with the terms of these restrictions)
to a distance of not more than three (3) feet,
as measured from any point on the common boundary.
However, in no event shall an easement for encroachment
exist if such encroachment occurred due to willful
and knowing conduct on the part of, or with
the knowledge and consent of, the Person or
Entity claiming the benefit of such easement.
Such easement for encroachment shall exist for
the life of the encroaching improvement, but
shall automatically terminate upon the removal
or demolition of the encroaching improvement.
12.3
Easements for Utilities, Etc. Declarant
reserves for itself, and grants and declares
for any other Person or Entity specified, the
following easements throughout the Community:
(a)
Installation & Maintenance of Utilities.
Declarant reserves, for itself so long as Declarant
owns any property described in Exhibit
A and grants and declares for the Association
and all utility providers, perpetual non-exclusive
easements throughout the Community (but not
through a structure) to the extent reasonably
necessary: (i) to install utility service lines,
equipment and infrastructure to serve the Community,
cable and other systems for sending and receiving
data and/or other electronic signals, security
and similar systems, walkways, pathways and
trails, drainage systems, street lights and
signage on property which Declarant owns or
within public rights-of-way or easements reserved
for such purpose(s) on recorded plats; (ii)
inspecting, maintaining, repairing, and replacing
the utility service lines, equipment, infrastructure,
and other improvements described in Subparagraph
(i) above; and (iii) to read utility service
meters installed within the Units or the Common
Areas.
(b)
Specific Easements. Declarant also
reserves for itself the non-exclusive right
and power to grant and record such specific
easements as may be necessary, in Declarant�s
sole discretion, in connection with the orderly
development of any land described in Exhibit
A. The Owner of any land to be
burdened by any easement granted pursuant to
this Paragraph 12.3(b) shall be given written
notice in advance of the grant. The location
of the easement shall be subject to the written
approval of the Owner of the burdened property,
which approval shall not unreasonably be withheld,
delayed or conditioned.
(c)
Minimal Interference. All work
associated with the exercise of the easements
described in Paragraphs (a) and (b) of this
Section 12.3 shall be performed in such a manner
as to minimize interference with the use and
enjoyment of the Units or Common Areas burdened
by the easement. Upon completion of the
work, the Person or Entity exercising the easement
shall restore the affected property, to the
extent reasonably possible, to its condition
prior to the commencement of such work.
The exercise of these easements shall not extend
to permitting entry into the Homes or other
structures on any Unit, nor shall it unreasonably
interfere with the use of any Unit and, except
in an emergency, entry onto any Unit shall be
made only after reasonable notice to the Owner
or other occupant of such Unit.
12.4
Easements for Maintenance, Emergency &
Enforcement. Declarant grants to the
Association easements over the Community as
necessary to enable the Association to fulfill
its maintenance responsibilities under Section
9.4. The Association shall also have the
right, but not the obligation, to enter upon
any Unit in a bona fide emergency, or
for security and safety reasons, to perform
maintenance and to inspect for the purpose of
ensuring compliance with and enforce the Community
Documents. Any member of the Board of
Directors and the Board�s duly authorized agents
and assignees, and all emergency personnel in
the performance of their duties may exercise
such right. Except in a bona fide
emergency, entry shall only occur during reasonable
hours and after notice to the Owner.
12.5
Easements for River, Lagoon, Creek, Lake
& Pond Maintenance & Flood Water.
Declarant reserves for itself and its successors,
assigns, and designees, and grants and declares
for the Association and its successors, assigns,
and designees, the non-exclusive right and easement,
but not the obligation, to enter upon, in or
around bodies of water and wetlands located
within the Area of Common Responsibility to:
(a) install, operate, maintain, and replace
pumps to supply irrigation water to the Area
of Common Responsibility; (b) construct, maintain,
and repair structures and equipment used for
retaining water; and (c) maintain such areas
in a manner consistent with the Community-Wide
Standard. Declarant, the Association,
and their respective successors, assigns and
designees shall have an access easement over
and across any portions of the Community abutting
or containing bodies of water or wetlands to
the extent reasonably necessary to exercise
their rights under this Section 12.5.
Declarant reserves for itself and its successors,
assigns and designees, and grants and declares
for the Association and its successors, assigns
and designees, a perpetual, non-exclusive right
and easement of access and encroachment over
the Common Area and Units (but not the Homes
thereon) adjacent to or within one hundred (100)
feet of bodies of water and wetlands within
the Community, in order to: (a) temporarily
flood and back water upon and maintain water
over such portions of the Community; (b) alter
in any manner and generally maintain the bodies
of water and wetlands within the Area of Common
Responsibility; and (c) maintain and landscape
the slopes and banks pertaining to such areas.
All Persons or Entities entitled to exercise
these easements shall use reasonable care in
the intentional exercise of such easements,
and shall repair any damage resulting therefrom.
Nothing in this Section 12.5 shall be construed
to make Declarant or any other Person or Entity
liable for damage resulting from flooding due
to hurricanes, heavy rainfall, other natural
occurrences or any other act or occurrence beyond
the control of the Declarant.
12.6
Easement to Inspect & Right to Correct.
Declarant reserves for itself and others it
may designate the right to inspect, monitor,
test, redesign, and correct any structure, improvement
or condition, which may exist on any portion
of the land within the Community, including,
for example, Units, and a perpetual, nonexclusive
easement of access throughout the Community
to the extent reasonably necessary to exercise
such right. Except in the case of a bona
fide emergency, no one shall enter a Unit
unless reasonable notice has been provided to
the Owner of such Unit, and no one shall enter
a Home or other structure within a Unit without
the Owner�s consent. The Person or Entity
exercising this easement shall promptly repair,
at such Person or Entity�s own expense, any
damage resulting from such exercise.
12.7
No Easement Terminable Without Consent of
Holder. Notwithstanding any other
provision of this Declaration to the contrary,
no express easement granted or declared herein
may be terminated without the consent of the
holder of such easement.
Article XIII
Limited Common Areas
13.1
Nature of Limited Common Area.
Declarant hereby reserves the right to designate
certain portions of the Common Area as Limited
Common Areas, and to reserve such Limited Common
Areas for the exclusive use or primary benefit
of the Owners and occupants of one or more,
but fewer than all, of the Units, or for the
exclusive use or primary benefit of the Owners
and occupants of the Units within a particular
Neighborhood or Neighborhoods. The Limited
Common Areas may include, without limitation,
entry features, gates, signage, retaining walls,
recreational facilities, landscaped medians
and cul-de-sacs, irrigation systems, lakes,
creeks and other portions of the Common Area.
All costs associated with the maintenance, repair,
replacement and insurance of a Limited Common
Area shall be an expense allocated among the
Units to which the Limited Common Areas are
assigned.
13.2
Designation of Limited Common Area.
Declarant may designate a Limited Common Area
described as such in the deed conveying such
area to the Association, in the Exhibits to
this Declaration or any Supplemental Declaration,
or on the Plat or Master Plan that creates and
designates such Common Area; provided, however,
any such designation shall not prevent Declarant
from later assigning the use and enjoyment of
the same Limited Common Area to additional Units
and/or Neighborhoods. Thereafter, a portion
of the Common Area may be designated as a Limited
Common Area, and the use and enjoyment of an
existing Limited Common Area may be assigned
or reassigned to other Units, only with approval
of the Board of Directors and the affirmative
vote of the Voting Members representing a majority
of the total Class �A� votes, including a majority
of the Class �A� votes within the Neighborhoods
affected by the proposed assignment or reassignment.
13.3
Use of Limited Common Area by Others.
Upon approval by a majority of the Owners of
Units to which a Limited Common Area is assigned,
the Association may permit the Owners of other
Units to use all or a portion of such Limited
Common Area upon payment of reasonable user
fees, which fees shall be used to offset the
expenses attributable to such Limited Common
Area.
Article XIV
Party Walls & Other Shared Structures
14.1
General Rules of Lawn to Apply.
Each wall, fence, driveway, or similar structure
that is constructed or installed as a part of
the original improvements on two or more adjoining
Units, and that serves and/or separates such
adjoining Units, shall constitute a party structure.
No party structure shall be built upon any Unit
unless approved by the ARB. To the extent
not inconsistent with the provisions of this
Section 14.1, the general rules of law regarding
party walls and liability for property damage
due to negligence or willful acts or omissions
shall apply thereto. Any dispute arising
concerning a party structure shall be handled
in accordance with the provisions of Article
XV.
14.2
Maintenance; Damage & Destruction.
The cost of reasonable maintenance and repair
of a party structure shall be shared equally
by the Owners of the Units to which the party
structure is appurtenant. If a party structure
is destroyed or damaged by casualty, then to
the extent that such damage is not covered by
insurance and repaired with the proceeds of
such insurance, any Owner who has used the party
structure may restore it. If other Owners
thereafter use the party structure, they shall
contribute to the restoration cost in equal
shares. However, such contribution will
not prejudice the right to call for a larger
contribution from the other users under any
rule of law regarding liability for negligent
or willful acts or omissions. The right
of any Owner to contribution from any other
Owner under this Section 14.2 shall be appurtenant
to the land and shall pass to such Owner�s successors
in title.
Part Six
Relationships Within & Outside the Community
The growth and success of the Community as a
mixed-use, master planned development in which
people enjoy living, working, and playing requires
good-faith efforts to resolve disputes amicably,
attention to and understanding of relationships
within the Community and with its neighbors,
and protection of the rights of others who have
an interest in the Community.
Article XV
Dispute Resolution & Limitation on Litigation
15.1
Agreement to Encourage Resolution of Disputes
Without Litigation. Declarant, the
Association and its Directors, officers and
committee members, all Persons or Entities subject
to this Declaration, and any Person or Entity
not otherwise subject to this Declaration who
agrees to submit to this Article (collectively,
the �Bound Parties�), agree that it is
in the best interest of all concerned to encourage
the amicable resolution of disputes involving
the Community without the emotional and financial
costs of litigation. Accordingly, each
Bound Party agrees not to file suit in any court
with respect to a Claim described in Section
15.2, unless and until it has first submitted
such Claim to the alternative dispute resolution
procedures set forth in Section 15.3 in a good-faith
effort to resolve such Claim.
15.2
Claims to be Resolved. As used
in this Article XVI, the term �Claim�
shall mean and include any claim, grievance,
or dispute arising out of or relating to (a)
the interpretation, application, or enforcement
of the Community Documents; (b) the rights,
obligations, and duties of any Bound Party under
the Community Documents; or (c) the design,
construction, installation or modification of
improvements within the Community, other than
matters of aesthetic judgment under Article
VI which shall not be subject to review.
Notwithstanding any other provision of this
Declaration or the other Community Documents
to the contrary, the following matters shall
not be considered �Claims� unless all parties
to the matter otherwise agree to submit the
matter to the procedures set forth in Section
16.3: (u) any suit by the Association to collect
Assessments or other amounts due from any Owner,
or to foreclose the lien securing Assessments;
(v) any suit by the Association to obtain a
temporary restraining order (or emergency equitable
relief) and such ancillary relief as the court
may deem necessary in order to maintain the
status quo and preserve the Association�s
ability to enforce the provisions of this Declaration
regarding the creation and maintenance of the
Community-Wide Standards; (w) any suit between
Owners, which does not include Declarant or
the Association as a party, if such suit asserts
a Claim which would constitute a cause of action
independent of the Community Documents; (x)
any suit in which any indispensable party is
not a Bound Party; and (y) any suit as to which
any applicable statute of limitations would
expire within one hundred eighty (180) days
of giving the Notice required by Paragraph 15.3(a),
unless the party or parties against whom the
Claim is made agree to toll the statute of limitations
as to such Claim for such period as may reasonably
be necessary to comply with this Article.
15.3
Dispute Resolution Procedures.
The following dispute resolution procedures
shall apply to any Claim described in Section
15.2:
(a)
Notice. The Bound Party asserting
a Claim (the �Claimant�) against another
Bound Party (the �Respondent�) shall
give written notice to each Respondent and to
the Board of Directors stating plainly and concisely:
(i) the nature of the Claim, including the Persons
or Entities involved and the Respondent�s role
in the Claim; (ii) the legal basis of the Claim
(i.e., the specific authority that supports
the Claim); (iii) the Claimant�s proposed resolution
or remedy; and (iv) the Claimant�s desire to
meet with the Respondent to discuss in good
faith ways to resolve the Claim.
(b)
Negotiation. The Claimant and the
Respondent shall make every reasonable effort
to meet in person, by phone, electronically,
videoconference or otherwise, and confer for
the purpose of resolving the Claim by good-faith
negotiation. If requested in writing,
accompanied by a copy of the notice, the Board
of Directors may appoint a representative to
assist the parties in negotiating a resolution
of the Claim.
(c)
Mediation. If the parties have
not resolved the Claim through negotiation within
thirty (30) days of the date of the notice described
in Paragraph 15.3(a) (or within such other period
as the parties may agree), the Claimant shall
have thirty (30) additional days to submit the
Claim to mediation with an entity designated
by the Association (if the Association is not
a party to the Claim) or to an independent agency
providing dispute resolution services in Belize.
If the Claimant does not submit the Claim to
mediation within such time, or does not appear
for the mediation when scheduled, the Claimant
shall be deemed to have waived the Claim, and
the Respondent shall be relieved of any and
all liability to the Claimant (but not third
parties) on account of such Claim. If
the parties do not settle the Claim within thirty
(30) days after submission of the matter to
mediation, or within such time as determined
reasonable by the mediator, the mediator shall
issue a notice of termination of the mediation
proceedings indicating that the parties are
at an impasse and the date that mediation was
terminated. The Claimant shall thereafter
be entitled to file suit or to initiate administrative
proceedings based upon the Claim, as appropriate.
Each party shall bear its own costs of the mediation,
including attorneys� fees, and each party shall
share equally all fees charged by the mediator.
(d)
Settlement. Any settlement of the
Claim through negotiation or mediation shall
be documented in writing and signed by the parties.
If any party thereafter fails to abide by the
terms of such agreement, then any other party
may file suit or initiate administrative proceedings
to enforce such agreement without the need to
again comply with the procedures set forth in
this Section 15.3. In such event, the
party taking action to enforce the agreement
or award shall, upon prevailing, be entitled
to recover from the non-complying party (or
if more than one non-complying party, from all
such parties in equal shares) all costs incurred
in enforcing such agreement or award, including,
without limitation, attorneys� fees and court
costs.
15.4
Initiation of Litigation by Association.
In addition to compliance with the foregoing
alternative dispute resolution procedures, if
applicable, the Association shall not initiate
any judicial or administrative proceeding unless
first approved by the affirmative vote of Voting
Members entitled to cast seventy-five percent
(75%) of the total Class �A� votes in the Association;
provided, however, that no such approval shall
be required for those actions or proceedings:
(a)
initiated during the Declarant Control Period;
(b)
initiated to enforce the provisions of this
Declaration, including the collection of Assessments
and the foreclosure of liens;
(c)
initiated against any contractor, vendor, or
supplier of goods or services arising out of
a contract for services or supplies; or
(d)
to defend claims filed against the Association
or to assert counter-claims in proceedings initiated
against the Association.
This
Section 15.4 may not be amended unless such
amendment is approved by the same percentage
of votes necessary to initiate proceedings.
15.5
Venue and Jurisdiction. Notwithstanding
anything contained herein to the contrary, each
Bound Party agrees that any Claim (described
in Section 15.2 above) may be brought against
the Bound Parties only in the courts in Belize,
and each of the Bound Parties consents (or shall
be deemed to have consented by acceptance of
a deed for his or her Unit) to the jurisdiction
of such courts (and of appropriate appellate
courts) in any such Claim, action or proceedings
and waives any objection to venue laid therein.
Article XVI
Provisions for Benefit of Chargees
The following provisions are for the benefit
of the holders, insurers and guarantors of first-priority
Charges that encumber Units within the Community.
Notwithstanding any other provisions of this
Declaration or the Memorandum of Association,
the provisions of this Article shall govern
the rights of such holders, insurers and guarantors
of first-priority Charges.
16.1
Notices of Action. Any holder,
insurer, or guarantor of a first-priority Charge,
that provides to the Association a written request
stating the name and address of such holder,
insurer, or guarantor, and the street address
or lot and unit number of the Unit to which
its Charge encumbers, shall qualify as an �Eligible
Holder� under this Section 16.1. The
Association shall provide timely notice in accordance
with Section 20.14 to each Eligible Holder of
any or all of the following occurrences:
(a)
Any taking or condemnation, or conveyance in
lieu thereof, that affects a material portion
of the Common Area, or that affects any Unit
encumbered by a first-priority Charge held,
insured, or guaranteed by such Eligible Holder;
(b)
Any casualty loss that affects a material portion
of the Common Area, or that affects any Unit
encumbered by a first-priority Charge held,
insured, or guaranteed by such Eligible Holder;
(c)
Any delinquency of sixty (60) or more days in
the payment of Assessments or other charges
against a Unit encumbered by the first-priority
Charge held, insured or guaranteed by such Eligible
Holder;
(d)
Any non-monetary violation of the Community
Documents regarding a Unit encumbered by the
first-priority Charge held, insured or guaranteed
by such Eligible Holder, or regarding the Owner
or occupant of such Unit, that is not cured
within sixty (60) days after delivery of notice
thereof to the Owner of such Unit; or
(e)
Any lapse, cancellation, or material modification
of any insurance policy maintained by the Association.
16.2
Other Provisions for First-Priority Lien
Holders. To the extent not inconsistent
with applicable laws of Belize:
(a)
Any restoration, repair or replacement of the
Common Area, or the improvements constructed
or installed thereon, after a partial taking,
condemnation, conveyance in lieu thereof, or
damage due to an insurable hazard shall be performed
substantially in accordance with this Declaration
and the original plans and specifications, unless
the approval is obtained of the Eligible Holders
of first-priority Charges encumbering Units
to which at least fifty percent (50%) of the
votes of Units encumbered by the first-priority
Charges held by such Eligible Holders are allocated.
(b)
Any election to terminate the Association after
the substantial destruction of the improvements
constructed or installed within the Common Area,
or a substantial taking, condemnation, or conveyance
in lieu thereof, of the Common Area shall require
the approval of the Eligible Holders of first-priority
Charges on Units to which at least fifty percent
(50%) of the votes of Units encumbered by the
first-priority Charges held by such Eligible
Holders are allocated.
16.3
Amendments to Documents. The following
provisions do not apply to amendments to the
Community Documents, or the termination of the
Association as a result of destruction, damage,
or condemnation pursuant to Paragraphs 16.2(a)
and 16.2(b).
(a)
The consent of the Voting Members representing
at least sixty-seven percent (67%) of the Class
�A� votes, and of Declarant so long as it owns
any land subject to this Declaration, and the
approval of the Eligible Holders of first-priority
Charges on Units to which at least sixty-seven
percent (67%) of the votes of Units encumbered
by a Charge, shall be required to terminate
the Association.
(b)
The consent of the Voting Members representing
at least sixty-seven percent (67%) of the Class
�A� votes, and of Declarant so long as it owns
any land subject to this Declaration, and the
approval of Eligible Holders of first-priority
Charges encumbering Units to which more than
fifty percent (50%) of the votes of Units subject
to a Charge appertain, shall be required to
materially amend any provisions of the Declaration,
the Articles of Association, the Memorandum
of Association or to add any material provisions
thereto which establish, provide for, govern,
or regulate any of the following: (i) voting
rights and procedures; (ii) Assessments, liens
for Assessments, or the subordination of such
liens; (iii) Reserves for the maintenance, repair,
and replacement of the Common Area and improvements
constructed or installed thereon; (iv) insurance;
(v) rights to use the Common Area; (vi) responsibility
for maintenance and repair of the Area of Common
Responsibility; (vii) expansion or contraction
of the Community or the addition, annexation,
or withdrawal of land to or from the jurisdiction
of the Association; (viii) boundaries of any
Unit; (ix) leasing of Units; (x) imposition
of any right of first refusal or similar restriction
of the right of any Owner to sell, convey, or
otherwise transfer such Owner�s Unit; (xi) establishment
of self-management by the Association where
professional management has been required by
an Eligible Holder; or (xii) any provisions
included in the Community Documents which are
for the express benefit of holders, guarantors,
or insurers of first-priority Charges encumbering
the Units.
16.4
No Priority to Condemnation or Insurance
Proceeds. No provision of this Declaration
or the other Community Documents provides, or
shall be construed as providing, any Owner,
or other Person or Entity, with priority over
any rights of the first-priority Chargee of
any Unit in the case of a distribution to such
Owner of insurance proceeds from a casualty
regarding the improvements constructed or installed
within the Common Area, or a distribution of
the proceeds from a taking, condemnation, or
deed in lieu thereof, of all or any portion
of the Common Area.
16.5
Notice to Association of Charge.
Upon receipt of a request from the Association,
each Owner shall provide the name and address
of the holder of any Charge encumbering such
Owner�s Unit.
16.6
Construction of Article XVI. Nothing
contained in this Article shall be construed
to reduce the percentage vote that must otherwise
be obtained under this Declaration, the Articles
of Association, the Memorandum of Association,
or applicable law for any of the acts set forth
in this Article XVI.
Part Seven
Changes in the Community
Developments such as the Community are dynamic
and constantly evolving as circumstances, technology,
needs and desires, and laws change, as the residents
age and change over time, and as the surrounding
communities changes. The Community and
the Community Documents must be able to adapt
to these changes while protecting the characteristics
and qualities that make the Community unique.
Article XVII
Changes in Ownership of Units
Any Owner who desires to sell or otherwise transfer
title to such Owner�s Unit shall give the Association
at least thirty (30) days prior written notice
of the Owner�s intended date of transfer.
Such notice shall include the name and address
of the proposed purchaser or transferee, the
proposed date of such transfer of title, and
such other information as the Board of Directors
may reasonably require. The transferring
Owner shall continue to be jointly and severally
responsible with the transferee Owner for all
obligations of the Unit Owner, including Assessment
obligations, until the date upon which the Board
receives such notice, notwithstanding any previous
transfer of title.
Article XVIII
Changes in Common Area
18.1
Condemnation. If any part of the
Common Area is taken (or conveyed under threat
of, but in lieu of condemnation), by the Board
acting on the written approval of the Voting
Members representing at least sixty-seven percent
(67%) of the total Class �A� votes and of Declarant,
so long as Declarant has not assigned Declarant�s
rights thereto or has not voluntarily relinquished
such right in a Supplemental Declaration, by
any authority having the power of condemnation
or eminent domain, each Owner shall be entitled
to written notice of such taking or conveyance
prior to the disbursement of any condemnation
award or proceeds from such conveyance.
Such award or proceeds shall be payable to the
Association to be disbursed as follows:
If the taking, or conveyance in lieu thereof,
involves a portion of the Common Area on which
improvements have been constructed or installed,
the Association shall restore or replace such
improvements on the remaining land within the
Common Area to the extent possible, unless within
sixty (60) days after such taking or conveyance
in lieu thereof, Declarant, so long as Declarant
owns any property subject to the Declaration,
and the Voting Members representing at least
seventy-five percent (75%) of the total Class
�A� votes otherwise agree. Any such construction
shall be in accordance with plans approved by
the Board of Directors. The provisions
of Section 9.7 regarding funds for restoring
the Common Area improvements shall apply.
If the taking or conveyance does not involve
any improvements on the Common Area, or if a
decision is made not to repair or restore the
improvements, or if net funds remain after any
such restoration or replacement is complete,
then such award or net funds shall be disbursed
to Chargees in the order and to the extent reported
to the Association.
18.2
Partition. Except as expressly
permitted by this Declaration, the Common Area
shall remain undivided, and no cause of action
for partition of any portion of the Common Area
shall lie without the written consent of all
of the Owners and the Chargees. This Section
18.2 shall not prohibit the Board of Directors
from acquiring and disposing of tangible personal
property, nor from acquiring and disposing of
real property that may or may not be subject
to this Declaration.
18.3
Transfer or Dedication of Common Area.
The Association may dedicate portions of the
Common Area to a governmental agency of Belize
or to any other governmental or quasi-governmental
entity subject to such approval.
Article XIX
Amendment of Declaration
19.1
Amendments by Members. Except as
otherwise specifically provided in Section 19.2
and elsewhere in this Declaration, this Declaration
may be amended only by the affirmative vote
or written consent, or any combination thereof,
of the Voting Members representing sixty-seven
percent (67%) of all Class �A� votes, including
sixty-seven (67%) of the Class �A� votes held
by the Members other than Declarant, together
with Declarant�s written consent so long Declarant
owns any portion of the land described in Exhibit
A. In addition, the approval requirements
set forth in Article XVI shall be met, if applicable.
Notwithstanding the above, the percentage of
votes necessary to amend a specific provision
shall not be less than the prescribed percentage
of affirmative votes required for action to
be taken under that provision.
19.2
Amendments by Declarant. In addition
to specific rights to amend this Declaration
reserved or granted elsewhere in this Declaration,
Declarant may unilaterally amend this Declaration
for any purpose until termination of the Declarant
Control Period. For instance, Declarant
may unilaterally amend this Declaration or the
Community Documents if such amendment is necessary:
(a) to bring any provision into compliance with
any applicable governmental statute, rule, regulation,
or judicial determination; (b) to enable any
reputable title insurance company to issue title
insurance policies regarding the Units; (c)
to enable any institutional or governmental
lender, purchaser, insurer, or guarantor of
Charge loans to make, purchase, insure, or guarantee
loans secured by Charges encumbering the Units;
or (d) to satisfy the requirements of any governmental
agency. However, any such amendment may
not adversely affect the title to any Unit,
unless the Owner of each affected Unit consents
in writing.
19.3
Validity & Effective Date.
No amendment of or to this Declaration may terminate,
revoke, or modify any (express or implied) right
or privilege of Declarant or the Class �B� Member
or the Declarant Control Period without the
written consent of Declarant or the Class �B�
Member, respectively (or the assignee of such
rights or privileges, if applicable).
If an Owner consents to any amendment to this
Declaration or the Memorandum of Association,
it will be conclusively presumed that such Owner
has the authority to consent, and no contrary
provision in any Charge or contract between
the Owner and a third party will affect the
validity of such amendment. An amendment
shall become effective upon its recording, unless
a later effective date is specified in the amendment.
Any procedural challenge to an amendment must
be made within one hundred eighty (180) days
of its recording, or such amendment shall be
presumed to have been validly adopted.
In no event shall a change of conditions or
circumstances operate to amend any provisions
of this Declaration, any Community Document
or any amendment thereto.
Article XX
Enforcement & Interpretation
20.1
Association of Declaration by Reference.
Every deed conveying fee-simple title to, or
other instrument granting any other interest
in any parcel of land within the Community shall
be deemed to incorporate each and every provision
of this Declaration, as amended from time to
time. Every Owner or occupant of a Unit,
by acceptance of a deed conveying title to or
other instrument granting any interest in a
Unit, shall be deemed to have agreed to and
ratified every provision of this Declaration,
as amended and supplemented from time to time.
Such deed or other instrument shall also be
deemed to incorporate therein all restrictions,
easements and other provisions of the Plat that
created the Unit.
20.2
Governing Law & Venue. This
Declaration and the other Community Documents
shall be governed by and interpreted in accordance
with the laws of Belize. The proper venue
for the resolution of any litigation, arbitration
or mediation based upon or arising from this
Declaration or the subject matter hereof shall
be the courts or other quasi-judicial bodies
in and for Belize.
20.3
Enforcement. Every Owner and occupant
of a Unit shall comply with the provisions of
this Declaration and the other Community Documents,
as they each may be amended and supplemented
from time to time. If any Owner or occupant
fails to comply with the provisions of this
Declaration and the other Community Documents,
such failure shall be a sufficient basis for
the initiation of an action by Declarant, the
Association or an aggrieved Owner for recovery
of monies due, damages, or injunctive relief,
or for any other remedy available at law, equity,
or expressly provided in this Declaration or
the other Community Documents.
20.4
Waiver of Trial by Jury. All litigation
between or among any of Declarant, the Association,
and one or more Owners shall be determined by
a judge of competent jurisdiction, and not a
jury, and every Owner or occupant of a Unit,
by acceptance of a deed conveying title or other
instrument granting any interest in a Unit,
shall be deemed to have waived any right to
a trial by jury regarding such matters.
20.5
Attorneys� Fees. The prevailing
party in any dispute between or among any of
Declarant, the Association, and one or more
Owners shall be entitled to recover the prevailing
party�s court costs and reasonable attorneys�
fees and disbursements (whether suit is initiated
or not and including all levels of appeal) from
the non-prevailing party.
20.6
Remedies Cumulative. Unless otherwise
limited by the provisions of this Declaration
or the other Community Documents, the remedies
afforded by this Declaration to Declarant, the
Association or any Owner who seeks to enforce
one or more of the provisions hereof shall be
cumulative, and the selection of one remedy
or means of enforcement shall not prevent Declarant,
the Association or such Owner from seeking another
remedy or means of enforcement afforded by this
Declaration or by the laws of Belize.
20.7
Alternative Dispute Resolution.
Notwithstanding any other provision of this
Declaration or the other Community Documents,
Declarant�s intent in recording this Declaration
is to encourage the amicable resolution of disputes
between or among Declarant, the Association
and the Owners, and, if possible, to avoid the
financial and emotional costs associated with
litigation. Accordingly, Declarant hereby
covenants and agrees, for itself, the Association,
and for every successor in title to any land
within the Community, to attempt to resolve
any dispute arising from this Declaration or
the other Community Documents by mediation or
arbitration before initiating litigation.
To further encourage the amicable resolution
of such disputes, the Board of Directors may,
by a duly adopted Resolution of general application,
impose uniform procedures for mediation and/or
arbitration for any dispute advanced by an Owner.
Participation in mediation or arbitration shall
be voluntary and confidential; if any party
to a dispute concludes that such methods of
alternative dispute resolution have become unproductive,
then such party may proceed with litigation
after a good-faith effort to resolve the dispute
through mediation or arbitration.
20.8
Priority of Community Documents.
In the event of a conflict between a provision
of this Declaration and a provision of one of
the other Community Documents, the provisions
of this Declaration shall control. Likewise,
the provisions of the Articles of Association
shall control over those conflicting provisions
of the Memorandum of Association, the Architectural
Guidelines, the Rules & Regulations and
the Resolutions; the provisions of the Memorandum
of Association shall control over those conflicting
provisions of the Architectural Guidelines,
the Rules and the Resolutions; the provisions
of the Architectural Guidelines shall control
over those conflicting provisions of the Rules
and the Resolutions; and the provisions of the
Rules shall control over those conflicting provisions
of the Resolutions.
20.9
Severability. If a court of competent
jurisdiction determines that any provision of
this Declaration or the other Community Documents
is invalid, such determination shall not affect
the validity of other provisions, which shall
remain in full force and effect. Likewise,
if a court of competent jurisdiction determines
that any provision of this Declaration or the
other Community Documents is invalid as applied
in a particular instance, such determination
shall not affect the validity of the same provision
as applied in other circumstances.
20.10 Duration.
This Declaration, as amended from time to time,
shall remain in effect in perpetuity.
20.11 Time
of the Essence. Time shall be of the
essence in the performance of every obligation
imposed by a provision of this Declaration and
the Community Documents upon an Owner.
Notwithstanding the preceding sentence, if the
deadline set for such performance falls on a
Saturday, Sunday or legal holiday recognized
by Belize, such deadline shall be deemed to
have been extended until 5:00 p.m. on the next
day that is not a Saturday, Sunday or legal
holiday.
20.12 Headings
& Captions. Headings of articles
and captions of sections and paragraphs in this
Declaration and the other Community Documents
are provided as a convenient means of reference
for the reader, and shall not be construed as
interpreting, limiting or otherwise affecting
the meaning of the text of this Declaration
or the other Community Documents.
20.13 Diagrams
& Illustrations. Throughout the
Community Documents, certain diagrams have been
provided to illustrate the concepts discussed
and to aid the reader�s understanding.
Such diagrams are for illustrative purposes
only. In the event of a conflict between
any diagram and the text of this Declaration
or any of the other Community Documents, the
text shall control.
20.14 Notices.
All notices required or permitted under this
Declaration shall be in writing. A notice
to any Owner, including Declarant, shall be
addressed to such Owner at the mailing address
last provided to the Association by the Owner.
It shall be the affirmative obligation of every
Owner to provide a current mailing address to
the Association on or before the thirtieth (30th)
day after the effective date of any change in
such Owner�s mailing address. Notices
sent to an Owner at the last mailing address
provided to the Association, but returned as
undeliverable, shall be deemed to have been
effective. A notice to the Association
shall be addressed to the Association at the
mailing address provided in the Association�s
annual corporate report filed with the applicable
governmental agency in Belize, or at such other
address as the Association from time to time
provides the Owners in accordance with this
Section 20.14 and a copy in all instances shall
be sent to Jason Weaver, Esq., 3531 Griffin
Road, Fort Lauderdale, FL 33312.
A notice may be sent by: (a) certified or registered
U.S. Mail, return receipt requested; (b) hand
delivery; or (c) nationally recognized overnight
courier service. A notice sent by certified
or registered U.S. Mail shall be deemed to be
delivered on the third (3rd) business
day following its deposit with the U.S. Postal
Service; a notice sent by any other means shall
be deemed to be delivered upon actual delivery
to the recipient�s last mailing address provided
to the Association, or upon attempted delivery
if the intended recipient refuses delivery or
the last provided address is incorrect.
Notwithstanding the requirements of this Section
20.14, the applicable provisions of the Memorandum
of Association shall govern the method of delivery
of those notices sent by the Association to
Members regarding meetings of the Members or
meetings of the Board of Directors.
In Witness
Whereof, Declarant has caused the duly
authorized representative of it corporate Manager
to execute this Declaration on the date first
written above.
| Witnesses:
Signed, sealed and delivered this 10th
day
of May, 2004, in the presence of:
Official
Witness
Commission
expires:
[Notarial Seal]
|
Declarant:
PROGRESSO HEIGHTS LIMITED,
a Belize corporation
By:
(Seal)
Its:
Director |
[Exhibits to this Declaration
begin on the following page.]
