THE TOWERS OF KEY BISCAYNE, INC. THE AUDITORIUM 1121 CRANDON BOULEVARD KEY BISCAYNE, FL SPECIAL BOARD OF DIRECTORS MEETING APRIL 10, 2014

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1 THE TOWERS OF KEY BISCAYNE, INC. THE AUDITORIUM 1121 CRANDON BOULEVARD KEY BISCAYNE, FL SPECIAL BOARD OF DIRECTORS MEETING APRIL 10, 2014 MEETING CALLED TO ORDER AT 7:00 PM I. ROLL CALL MEMBERS PRESENT: MR. MARTIN PINILLA MS. ALISON OWEN MR. MARCOS PEREZ MR. MARIO LOPEZ MR. ARMANDO MARCHI MS. JUDY ROSENBLUM MS. CLARA BACALLAO ALSO PRESENT: MR. JOE MAURA PRESIDENT VICE-PRESIDENT ASST. VICE-PRESIDENT TREASURER ASST. TREASURER SECRETARY ASST. SECRETARY GENERAL MANAGER II. ESTABLISHMENT OF A QUORUM OF DIRECTORS ONCE A QUORUM WAS ESTABLISHED, THE MEETING PROCEEDED. III. PROOF OF NOTICE OF MEETING SEE ATTACHED. IV. VOTE BY DIRECTORS TO APPROVE A LOAN IN AN AMOUNT UP TO $13,375, FROM CITY NATIONAL BANK AT A FIXED RATE OF INTEREST OF 4.25% FOR 84 MONTHS AND THE TERMS OF SUCH LOAN. MR. PINILLA MOVED TO APPROVE THE LOAN IN AN AMOUNT UP TO $13,375, FROM CITY NATIONAL BANK AT A FIX INTEREST OF 4.25% FOR 84 MONTHS AND THE TERMS OF SUCH LOAN AS SET FORTH IN THE LOAN COMMITMENT LETTER DATED DECEMBER 28, 2013 AND ALL SUBSEQUENT AMENDMENT LETTERS DATED, - MARCH 7, 2014, - MARCH 18, MARCH 24, APRIL 4, 2014 MS. OWEN SECOND THE MOTION. ALL MEMBERS UNANIMOUSLY AGREED V. VOTE BY DIRECTORS ON THE ADOPTION OF A SPECIAL ASSESSMENT IN THE AMOUNT OF $13,375, FOR THE PURPOSES SPECIFIED ON EXHIBIT "A" ATTACHED HERETO.

2 MR. PINILLA EXPLAINED THAT THE BOARD WAS STILL IN THE PROCESS OF NEGOTIATING WITH THE GC S/MANUFACTURERS FOR THE WINDOW PROJECT AND HAD NOT BEEN ABLE TO FINALIZE THE CONTRACT AT THIS TIME. BECAUSE OF THAT THE BOARD HAD OPTED TO ONLY ADOPT THE PORTION OF THE SPECIAL ASSESSMENT RELATED TO THE ELEVATOR MODERNIZATION & RELATED ITEMS, HE ADDED THAT THE SPECIAL ASSESSMENT BEING ADOPTED FOR THE AMOUNT OF $4,218, WAS SOLELY LIMITED TO THE ELEVATOR MODERNIZATION PROJECT AND RELATED ITEMS. WITH RESPECT TO THE WINDOW REPLACEMENT PROJECT, MR. PINILLA EXPLAINED THAT THE BOARD WOULD DEFER THAT PORTION OF SPECIAL ASSESSMENT UNTIL THEY ARE ABLE TO FINALIZE THE NEGOTIATIONS WITH THE CONTRACTORS/MANUFACTURERS, IN ACCORDANCE TO THE LOAN DOCUMENTS, WHICH STATE THAT: - WITHIN NINETY DAYS FROM THE CLOSING DATE OF THE LOAN, THE BOARD WILL NEED TO APPROVE A SPECIAL ASSESSMENT PLUS INTEREST TO BE REPAID OVER THE REMAINING LOAN PERIOD. EXAMPLE (81 MONTHS IF HAPPENS ON 90 TH DAY) - FAILURE TO COMPLY WITH THE 90 DAYS WILL NOT CONSTITUTE AN EVENT OF DEFAULT. SHOULD THE BORROWER FAIL TO COMPLY WITHIN 90 DAYS THE BANK MAY EXTEND THE OPTION OR EXTEND A SEPARATE FACILITY WITH DIFFERENT TERMS AND RATES. - BORROWERS FUNDING WILL BE RESTRICTED TO ELEVATOR PROJECT ONLY, UNTIL ALL RELATED CONTRACTS FOR THE WINDOWS AND S/A HAS BEEN PASSED FOR THAT PORTION MR. PINILLA MOVED TO APPROVE THE ADOPTION OF THE SPECIAL ASSESSMENT FOR THE PURPOSE OF THE ELEVATOR MODERNIZATION PROJECT & RELATED ITEMS IN THE AMOUNT OF $4,218, INTEREST TO BE REPAID OVER 84 MONTHS; AS SET FORTH IN THE LOAN COMMITMENT LETTER WITH CITY NATIONAL BANK DATED DECEMBER 28, 2013 AND ALL SUBSEQUENT AMENDMENT LETTERS. MS. OWEN SECOND THE MOTION. ALL MEMBERS UNANIMOUSLY AGREED VI. VOTE BY DIRECTORS TO ESTABLISH THAT OWNERS WILL HAVE THE OPTION TO PAY THEIR SHARE OF THE SPECIAL ASSESSMENT AS SPECIFIED ON EXHIBIT '13"ATTACHED HERETO IN FULL BY MAY 1, 2014 OR TO PAY THEIR SHARE OF THE SPECIAL ASSESSMENT IN QUARTERLY PAYMENTS OVER 84 MONTHS WITH THE FIRST PAYMENT IN THE AMOUNT 15% OF THE SPECIAL ASSESSMENT DUE ON MAY 1,2014 AND SUBSEQUENT PAYMENTS PLUS INTEREST AND ADMINISTRATIVE EXPENSES DUE ON AUGUST I, NOVEMBER 1, AND FEBRUARY 1ST OF EACH YEAR DURING THE TERM OF THE SPECIAL ASSESSMENT IN ACCORDANCE WITH THE PAYMENT SCHEDULE SET FORTH ON EXHIBIT "13". MR. PINILLA MOVED TO ESTABLISH THAT OWNERS WILL HAVE THE OPTION TO PAY THEIR SHARE OF THE SPECIAL ASSESSMENT AS FOLLOWS: - PAY IN FULL BY MAY 1, OR, PAY THEIR SHARE OF THE SPECIAL ASSESSMENT IN QUARTERLY PAYMENTS OVER 84 MONTHS WITH THE FIRST PAYMENT IN THE AMOUNT 15% OF THE SPECIAL ASSESSMENT DUE ON MAY 1, 2014 AND SUBSEQUENT PAYMENTS PLUS INTEREST AND ADMINISTRATIVE EXPENSES DUE ON AUGUST 1, NOVEMBER 1, FEBRUARY 1 ST, AND MAY 1ST OF EACH YEAR DURING THE TERM OF THE SPECIAL ASSESSMENT IN ACCORDANCE WITH THE PAYMENT SCHEDULE TO BE MAILED TO ALL OWNERS. MR. LOPEZ SECOND THE MOTION. ALL MEMBERS UNANIMOUSLY AGREED VII. VOTE BY DIRECTORS TO ESTABLISH THAT ANY QUARTERLY SPECIAL ASSESSMENT PAYMENTS NOT RECEIVED BY THE 25TH DAY OF THE MONTH IN WHICH SUCH PAYMENT IS DUE SHALL BE

3 SUBJECT TO A LATE CHARGE IN ADDITION TO ALL OTHER REMEDIES FOR THE COLLECTION OF DELINQUENT ASSESSMENTS SET FORTH IN THE ASSOCIATION'S GOVERNING DOCUMENTS AND AS PROVIDED BY LAW. MR. PINILLA MOVED TO ESTABLISH THAT ANY QUARTERLY SPECIAL ASSESSMENT PAYMENTS NOT RECEIVED BY THE 25TH DAY OF THE MONTH IN WHICH SUCH PAYMENT IS DUE SHALL BE SUBJECT TO A LATE CHARGE IN ADDITION TO ALL OTHER REMEDIES FOR THE COLLECTION OF DELINQUENT ASSESSMENTS SET FORTH IN THE ASSOCIATION'S GOVERNING DOCUMENTS AND AS PROVIDED BY LAW. MS. OWEN SECOND THE MOTION. ALL MEMBERS UNANIMOUSLY AGREED VIII. ADJOURNMENT MR. PINILLA MOVED TO ADJOURN THE MEETING AT 7:20 PM ALL MEMBERS UNANIMOUSLY AGREED MINUTES TYPED BY JORGE ALFONSO MINUTES APPROVED BY MS. JUDY ROSENBLUM, SECRETARY.

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