MINUTES OF BOARD OF DIRECTORS MEETING FOR THE CLUB AT BRICKELL BAY PLAZA CONDOMINIUM ASSOCIATION, INC. held on MARCH 3", 2009 At the Social Hall located on the 14" floor of the building at 1200 Brickell Bay Drive Miami, Florida. 1. Call to Order: - Meeting was called to order at 7:43 P.M. 2, Establishment of a Quorum - Present was Elizabeth Cardona, President, Katherine Fernandez, Vice- President, Maribel Gomez, Treasurer and Alex Pretorian, Director. Also present was Board Attorney Alan Dagen, Esq... 3. Approval of the Minutes from January 22, 2009 - Unanimously approved. 4, Old Business: a) Update on Settlement Agreement regarding lawsuit with developer Mrs. Cardona explained that prior to the developer’s turnover and during Hurricane Katrina in 2005 there was ‘problem with the cooling towers that caused water damages to various units and common areas. Vendors were called to make repairs and were never paid by the developer. As a result, lawsuits were filed against the Association, even though the Association was not at fault. In 2005 the turnover inspection found material deficiencies against the developer and the Board of Directors hired Becker and Poliakoff to represent them in a settlement agreement against the developer. Becker & Poliakoff commingled both issues into one settlement, In August 2008 the new Board tried to stop the settlement. But the Court ruled as follows: ‘a, The Court decided that the following Settlement Agreement between our Association and the Developer (Developer and his General Contractor) is valid. 1, The Association shall dismiss all claims in its construction lawsuit against Developer, in the Debt-Collection Actions and the Insurance Action, 2, The Developer will pay $475,000 to the Association. The Developer shall release the Association from its $4,000,000 Note and Loan Agreement of 1/25/2006. 3. The GC will perform some Selected Repairs out of the Atkins Engineers Turnover Report Recommended repairs. Atkins will be paid by the Developer up to $3,000 for approving the GC work. ‘There is no provision for limited destructive testing to find out the extent of the problem areas or to Identity the cause of the existing damage. There is no provision for engineering repairs, drawings and specifications. 4, The Developer will resolve the Debt Collection Action [four (4) pending lawsuits against the Association with (1) EE&G IAQ Services, (2) PM Security Services, (3) Otis Elevator Co. (4) First Response Carpet Cleaning.Page #2 Minutes of March 3, 2009 (continuation) 5. The Association will dismiss its claim in the Insurance Action (Brickell Bay Plaza LLC vs. QBE Insurance Co and assigned to the Developer any claim, right title and interest it may have in this case. ‘The Association shall fully cooperate with the Developer in the Insurance Action. 6. The Developer will transfer 71 parking spaces (of the garage floors 5A to 12) to the Association and will retair only two parking spaces: 12A-37 and 12A-42. 7. General Releases are binding upon the Association and all condo owners. The Association agrees to hold the Developer and General Contractor harmless from and against all future claims related to any item of the Settlement Agreement. ‘There are four options for the present Board: 1..'The Association Accepts the Settlement Agreement 2. The Assoc. files Motion for Re-hearing the case because the Settlement should not bind the unit owners (Gee A.7 above). Non-removal of the “unit owners” from agreement represent ground for appealing the Court Decision, 3. ‘The Association files for Chapter 11 Bankruptcy in max. 60 days. Bankruptcy attorney estimated cost $200K The financial statements of the Association have been completed by the accountant and released to the owners’ last meeting. There is a positive cash flow of $150K. However, these financial statements can’t be audited as required by law, because of an original (turnover) $2 million debt (see A.1, 4, 4 above) 1. The Association accepts the Settlement Agreement and therefore the $2million debt is deleted by Developer and the financial statements can be audited, 2. The Association does not accept the Settlement Agreement and therefore the financial statements cannot be audited and a more realistic 2009 budget cannot be done. Miscellaneous items regarding the Settlement Agreement 1, Our current insurance company has requested that the BOD to repair/maintain the exterior walls/balconies of the building because falling debris has been reported. The existing condition is hazardous and emergency action is required. 2. Existing cracks in the exterior wall allow water intrusion and require adequate repair. Limited destructive testing is recommended to find the cause of the problem and the adequate permanent repair. 3. The height of the 11" floor of the garage is less than required by the building code. What is the liability of the Association for allowing the existing condition addressed/repaired.Page #3 ‘Minutes of March 3, 2009 (Continuation) 5. Open Discussion ~ Board President addressed questions from the audience. 6. Adjournment - Meeting was adjourned at 7:55 P.M. The Club at Brickell Bay Plaza Condominium Association For the Board of Directors Dated_S}! 1.