APPLICATION
, ~ "-..
LEVINE, FRANK & EDGAR EA.
A Professional Association of Attorneys
Jay Steven Levine. Also admitted to Practice in Washington, D,C.
Jeffrey H. Frank
Charles W. Edgar, ill
James S. Telepman
Robert A. Schaeffer
May 29, 1996
FEDERAL EXPR ESS
Mr. Joe Basile
Mr. Dave Faris
Cedar Ridge Developm ent Corporation
7000 High Ridge Road
Lantana, FL 33462- 5006
Re: Master Declaration. Articles and By-Laws
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Gentlemen:
Enclosed please find the Master Declaration, Articles, By-Laws for your review (and that
of the city if the city so desires). There are a few blanks which must be completed in the
Declaration once you provide me with a correct legal description of the overall
development, and blanks in the Consents once I receive a correct legal description for
the Estates.
Because the master documents were not previously placed of record when owners
purchased in Cedar Ridge Estates with mortgages, it is important that all owners execute
the enclosed Consent of Unit Owners and that all mortgagees of units execute the
Consent of Mortgagee enclosed.
The proposed amendments to the Declaration for Cedar Ridge Estates and the proposed
easement regarding drainage will be forwarded to you during the latter part of this week.
Meanwhile, should you have any questions, please call.
Very truly yours,
frd-~~~
Jay Steven Levine
JSUbds
Enclosures - As Stated
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PALM BEACH GARDENS: 3300 PGA Boulevard, Suite 500 Palm Beach Gardens, Florida 3341()'2884 (407) 626-4700 Fax (407) 627-9479
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PLANNING AND J'
ZONING DEPT. _
April 29. 1997
VIA FACSIMILE ONLY
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Mr. DaVid Faris
Cedar Ridge Development Corporation
7000 HIgh Ridge Road
Lantan.. FI 33482-5006
RE: Cedar Ridge
Deer David:
Enclosed please find a revlsttd page 13 to the Declaration of Covenants and Restrictions
for Cedar Ridge P.U.D., modifying Section 6.1 as you reques1ed. Meanwhile, should you
have any Questions. please call.
Very truly yours.
h~~
Jay Steven Levine
JSLlbds
Enclosure . As Stated
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PREPARED BY:
Jay Steven Levine, Esquire
Levine, Frank & Edgar, P.A.
3300 PGA Blvd., Suite 500
Palm Beach Gardens, FL 33410
(407) 626-4700
DECLARATION OF COVENANTS AND RESTRICTIONS
FOR
CEDAR RIDGE P.U.D.
TABLE OF CONTENTS
Section 1. DEFINITIONS
Section 2. PROPERTY SUBJECT TO THIS
DECLARATION
2.1 Legal Description
2.2 Additional Property
. . . . . . . . . . . . . . . . . . . . . .2
......................4
......................4
.. . . . . . . . . . . . . . . . . . . . .4
Section 3. EASEMENTS; PROPERTY RIGHTS IN THE
COMMON AREA. . . . . . . . . . . . . . . . . . . . . . .5
3.1 Easements
3.2 Common Area
Section 4. ASSOCIATIONS
4.1 Articles of Incorporation
4.2 By-Laws
4.3 Membership and Voting Rights
4.4 Limitation on Association Liability
. . . . . . . . . .. ... . . . . . . . .5
......................7
......................7
.. . . . . . . .. . . . . . . . . . . . .7
. . .. . . . . . .. . .. . . . . . . . .7
......................7
......................7
Section 5. ASSESSMENTS AND LIENS; CHARGES. . . . . . . . . . . . . . . . . . . . .8
5.1 Common Expenses
5.2 Share of Com mon Expenses
5.3 Ownership
5.4 Who is Liable for Assessments
5.5 No Waiver or Excuse from Payment
5.6 Application of Payments; Failure to
Pay; Interest; Late Fees
5.7 Liens
5.8 Priority of Lien
5.9 Foreclosure of Lien; Action at Law
5.10 Certificate as to Assessments
5.11 Charges
. ... . . . . . . . . .. . . .. . . . .8
......................8
. . ... ... ... . . . . . . . . . . .8
. .. . .. . .. . . .. . . .. . . . . .9
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......................9
. . . . . . . . . . . . . . . . . . . . . 10
. . . . . . . . . . . . . . . . . . . . . 10
. . . . . . . . . . . . . . . . . . . . . 10
. . . . . . . . . . . . . . . . . . . . . 11
5.12 Exempt r-roperty
5.13 Developer Provisions
. . . . . . . . . . . . . . . . . . . . . 13
. . . . . . . . . . . . . . . . . . . . . 13
Section 6. ASSOCIATION MAINTENANCE, REPAIR
AND REPLACEMENT . . . . . . . . . . . . . . . . . . . . . 13
Section 7. ASSOICATION ALTERATIONS
. . . . . . . . . . . . . . . . . . . . . 13
Section 8. USE AND OCCUPANCY RESTRICTIONS ...................13
8.1 Vehicles and Parking
8.2 Nuisances, Ordinances and Laws
8.3 Signs
8.4 No Business Activity
8.5 Trash and Garbage
8.6 Solicitation
8.7 Antennae, Aerials and Satellite Dishes
8.8 Solar Panels
8.9 Laundry
8.10 Newspapers
8.11 Developer Rights
Section 9. INSURANCE AND CASUALTY
9.1 Duty and Authority to Obtain
9.2 Required Coverage
9.3 Description of Coverage
9.4 Waiver of Subrogation
9.5 Share of Insurance Proceeds
9.6 Reconstruction and Repair
After Casualty
. . . . . . . . . . . . . . . . . . . . . 14
. . . . . . . . . . . . . . . . . . . . . 15
. . . . . . . . . . . . . . . . . . . . . 15
. . . . . . . . . . . . . . . . . . . . . 15
. . . . . . . . . . . . . . . . . . . . . 15
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. . . . . . . . . . . . . . . . . . . . . 15
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. . . . . . . . . . . . . . . . . . . . . 16
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. . . . . . . . . . . . . . . . . . . . . 16
. . . . . . . . . . . . . . . . . . . . . 17
. . . . . . . . . . . . . . . . . . . . . 17
. . . . . . . . . . . . . . . . . . . . . 17
. . . . . . . . . . . . . . . . . . . . . 18
Section 10. CONDEMNATION OR EMINENT DOMAIN. . . . . . . . . . . . . . . . . . . 18
Section 11. COMPLIANCE AND DEFAULT; REMEDIES. . . . . . . . . . . . . . . . . .18
11 .1 Duty to Comply; Right to Sue
11.2 Negligence; Damage Caused by
Condition in Lot
11.3 Associationl s Access
11.4 Owners Responsible
11.5 Waiver of Rights
11.6 Costs and Attorneys' and
Paraleg al Fees
11.7 No Election of Remedies
11.8 Common Area and Other Disputes
with the Developer
. . . . . . . . . . . . . . . . . . . . . 18
. . . . . . . . . . . . . . . . . . . . . 19
.....................20
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Section 12. DEVEL(;~ER'S LOTS AND PRIVILEGES;
DEVELOPER DESIGNEES . . . . . . . . . . . . . . . . . . . . . 23
12.1 Changes in General Plan of Development. . . . . . . . . . . . . . . . . . . . 23
12.2 Deposits and Payments . . . . . . . . . . . . . . . . . . . . . 24
12.3 Sales/Lease Activities . . . . . . . . . . . . . . . . . . . . . 24
12.4 Special Provision Regarding
the Develope r's Designees . . . . . . . . . . . . . . . . . . . . . 24
12.5 Assessments, Charges and Liens;
Common Expenses . . . . . . . . . . . . . . . . . . . . . 24
12.6 Assignment and Assumption of Developer's
Rights and Privileges . . . . . . . . . . . . . . . . . . . . . 25
Section 13. RIGHTS OF MORTGAGEES
. . . . . . . . . . . . . . . . . . . . .25
13.1 Amendments to the Declaration
13.2 Association Lien Foreclosure
13.3 Redemption
13.4 Right to Inspect Books
13.5 Financial Statement
13.6 Lender's Notices
13.7 Access
13.8 Priority
13.9 Presumption
. . . . . . . . . . . . . . . . . . . . .25
. . . . . . . . . . . . . . . . . . . . .26
. . . . . . . . . . . . . . . . . . . . .26
. . . . . . . . . . . . . . . . . . . . .26
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.....................26
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.....................27
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Section 14. TERMINATION
. .. . . .. . . . . . . . . . . . . . .27
14.1 Agreement
14.2 General Provisions
14.3 New Community
14.4 Sale; Partition
14.5 Last Board
14.6 Provisions Survive Termination
14.7 Priority - Conflict
. . . .. . . . . . . . . . . . . . . . .27
. ... . . . . . . . . . . . . . . . . .27
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. . . . . . .. . . . . . ., . . . . . .27
. . . . .. . .. . . . . . . . . . . . .29
.... . . . . . .. . . . . . . . . . . .29
. . . .. . . . . . .. .. . . . . . . .29
Section 15. AMENDMENT OF DECLARATION
. . . . .. . .. . . . . . . . . . . . .29
15.1 Proposal
15.2 Procedure; Notice and Format
15.3 Vote Required
15.4 Certificate; Recording; Effective Date
15.5 Provisos
. . . .. . . . .. . . . . . . . . . . .29
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. .. . . . . . ... . . . .. . . . . .29
. . ... .. . . . .. . . . . . . . . .30
... . . .. . . . . . . . .. . . . . .30
Section 16. MISCELLANEOUS PROVISIONS
.. . . . . .. .. . . . . . . . . . . .30
16.1 Severability
16.2 Priorities in Case of Conflict
16.3 Interpretation
. .. . . . .. ... .. . . . . . . ..30
. .. . . . . . . . . .. .. . . . . . .30
. . . . . . . .. . . . . . . . . . . . .31
16.4 Invalidity
16.5 Captions
16.6 Gender; Plurality
16.7 Owners' Affirmative Duty
16.8 Covenant Running with the Land
16.9 Duration
. . . . . . . . . . . . . . . . . . . . . 31
. . . . . . . . . . . . . . . . . . . . . 31
. . . . . . . . . . . . . . . . . . . . .31
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. . . . . . . . . . . . . . . . . . . . .32
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DECLARATION OF COVENANTS AND RESTRICTIONS
FOR
CEDAR RIDGE P.U.D.
THIS DECLARATION OF COVENANTS AND RESTRICTIONS is made this
- day of , 1996 by CEDAR RIDGE DEVELOPMENT CORP., a Florida
corporation (hereinafter referred to as the "Developer").
RECITALS:
WHEREAS, the Developer is the owner of certain real property described in
Section 2 of this Declaration and desires to create thereon a general plan and scheme
for development of a residential community; and
WHEREAS, there are certain owners of lots which are also subject to this
Declaration, the owners and mortgagees of which join and consent in this Declaration;
WHEREAS, Developer desires to provide for the preservation and enhancement
of the property values, amenities and opportunities in the community and for specified
maintenance of the properties and improvements thereon, and to this end desires to
subject the real property described in Section 2 of this Declaration to the covenants,
restrictions, easements, charges and liens hereinafter set forth, each and all of which is
and are for the benefit of this property and each Owner thereof; and
WHEREAS, Developer has deemed it advisable, for the efficient preservation of the
values and amenities in said community, to create an agency to which should be
delegated and assigned the powers of owning, maintaining and adm inistering the
community properties and facilities and administering and enforcing the covenants and
restrictions and collecting and disbursing the assessments as created in this Declaration,
and promoting the recreation, health, safety and welfare of the owners and occupants of
each Lot in the comm unity; and
WHEREAS, the CEDAR RIDGE COMMUNITY ASSOCIATION, INC., a not-for-profit
Florida Corporation has been previously or shall be incorporated for the purpose of
exercising the functions mentioned above; and
NOW THEREFORE, the Developer hereby declares that the real property
described in Section 2 below is and shall be held, transferred, sold, conveyed and
occupied subject to the covenants, restrictions, easements, charges and liens (sometimes
referred to as "covenants and restrictions") set forth in this Declaration, all of which are
perpetual covenants which run with the land.
1
Section 1. DEFINITIONS. The following definitions shall apply in this Declaration
and in the Articles of Incorporation and By-Laws, unless the context otherwise requires:
1.1 "Articles" means the Articles of Incorporation as amended from time
to time.
1.2 "Assessment" means a share of the funds requ ired for the payment
of common expenses which from time to time is assessed against the Lots.
1.3 "Association" means CEDAR RIDGE COMMUNITY ASSOCIATION,
INC., a Florida corporation not for profit, its successors, assigns and legal representatives.
1.4 "Board of Directors" or "Board" means the representative body which
is responsible for the administration of the Association's affairs.
1.5 "By-Laws" mean the By-Laws as amended from time to time.
1.6 "Cedar Ridge Estates" means that property which is subject to the
Declaration of Covenants and Restrictions for Cedar Ridge Estates, as recorded in Official
Record Book 8958, Page 39, Public Records of the County.
1.7 "Cedar Ridge Townhomes" means that property which is subject to
the Declaration of Covenants and Restrictions for Cedar Ridge Townhomes, as recorded
in Official Record Book , Page , Public Records of the County.
1.8 "Common Area" or "Common Areasu means and refers to the
Properties, which are intended to be devoted to the common use and the enjoyment of
the Owners and occupants, in this Declaration, inclusive of Tract of the
Subdivision Plat, and as well as all personal property owned, leased by or dedicated to
the Association for the common use and enjoyment of the Owners and occupants. The
term "Common Area" is used interchangeably with the term "Properties".
1.9 "Community" means Cedar Ridge and Cedar Ridge Estates, and the
Properties, as they may be expanded from time to time.
1.10 "County" means Palm Beach County, Florida.
1.11 "Declaration" means this instrument as amended from time to time.
1.12 II Develooer" means CEDAR RIDGE DEVELOPMENT CORP., a
Florida corporation, its successors, assigns and legal representatives, and shall also
mean any successor or assign so designated by the Developer to any or all of its
interests in the development of CEDAR RIDGE TOWNHOMES and CEDAR RIDGE
ESTATES.
2
1.13 "Dwelling Structure" means a residential single family home situated
on a Lot, including all improvements associated with the home on the Lot. Unless the
context specifically provides otherwise, reference to the term IIDwelling Structure" shall
not include the Lot.
1.14 "General Plan of Develooment" means that plan as approved by
appropriate governmental agencies which shall represent the total general scheme and
general uses of land in the Properties, as it may be amended from time to time.
1.15 "Governing Documents" means and includes this Declaration and all
Exhibits hereto, including the Articles of Incorporation and By-Laws, as amended from
time to time.
1.16 "Guest" means any person who is not a member of the family
occupying a Lot, and who is physically present in, or occupies the Lot at the invitation of
the Owner or other legally permitted occupant, without requirement to contribute money,
perform any services or provide any other consideration to the Owner or Lessee in
connection with occupancy of the Lot. A permanent occupant of a Lot shall not be
considered as a Guest. Furthermore, an Owner of a Lot shall never be considered a
Guest on the Lot he owns, unless the Owner is visiting a Lessee on the Lot.
1.17 "Institutional MortgageeU means the holder (or its assignee) of a
mortgage against a Lot, which mortgagee is a bank, savings and loan association,
mortgage company, insurance company, real estate or mortgage investment trust,
pension or profit sharing trust, the Federal Housing Administration, the Veterans
Administration, or any agency of the Lot ed States of America. The term also refers to
any holder of a mortgage against a Lot which mortgage is guaranteed or insured by the
Federal Housing Administration, the Veterans Administration, any agency of the Lot ed
States of America, or by any other public or private corporation engaged in the business
of guaranteeing or insuring residential mortgage loans, and their successors and assigns,
and includes the Developer. "Institutional First MortaageeU means the foregoing, but is
limited to the holder of a first mortgage.
1.18 "Lease" means the grant by an Owner of a temporary right of use of
the Owner's Dwelling Structure and Lot for valuable consideration.
1.19 "Lot" means a platted lot in Cedar Ridge Estates and Cedar Ridge
Townhomes, or any site plan approved by the County, and intended for residential
occupancy. Unless the context specifically provides otherwise, reference to the term "LotH
shall include the Dwelling Structure and all other improvements situated on the Lot.
1.20 "Member" or "Member of the AssociationU means a record Owner of
a Lot.
3
1.21 "OccuPy" shall mean and refer to the act of being physically present
on a Lot for two (2) or more consecutive days, including staying overnight. "Occupant"
is a person who occupies a Lot. A "permanent occupant" means a person who is
occupying a Lot other than as a Guest or for a vacation.
1.22 "Owner" means the record owner, whether one or more persons or
entities, of the fee simple title to any Lot, but excluding those having such interests merely
as security for the performance of an obligation.
1.23 "Primary Institutional Mortgagee" means that institutional mortgagee
which, at the time a determination is made, holds first mortgages on more Lots in the
Community than any other institutional mortgagee, such determination to be made by
reference to the number of Lots encumbered, and not by the dollar amount of such
mortgages.
1.24 "Properties" means all real property, including improvements thereon,
which are now or hereafter made subject to this Declaration.
1.25 "Rules and Regulations" means those rules and regulations
promulgated from time to time by the Board of Directors, governing the use of the
Properties, including the Lots, and the operation of the Association.
1.26 "Subassociation" means Cedar Ridge Estates Property Owners'
Association, Inc. and/or Cedar Ridge Townhomes Association, Inc., and their successors,
assigns and legal representatives.
1.27 "Subdivision Plat" means the plat of as
recorded in Plat Book , Page , Public Records of Palm Beach County,
Florida.
1.28 "Voting Interest" means and refers to the arrangement established
in the Governing Documents by which the Owners of each Lot collectively are entitled to
one vote in Association matters.
Section 2. PROPERTY SUBJECT TO THIS DECLARATION.
2.1 Legal Description. The real property which is and shall be transferred,
sold, conveyed and occupied subject to this Declaration, is legally described in Exhibit "A"
attached to and made a part of this Declaration.
2.2 Additional Property. The Developer shall be entitled at any time, and
from time to time, to plat and/or submit additional properties to become part of the
Community and subject to this Declaration. The Developer shall be entitled to add
property to the jurisdiction of the Declaration, by the filing of a Supplemental Declaration,
4
without the consent or joinder of the Association and/or any Owner.
Section 3. EASEMENTS: PROPERTY RIGHTS IN THE COMMON
AREA.
3.1 Easements. Each of the easements and easement rights referred
to in this Section 3.1, is reserved through the Properties and is a covenant running with
the land in the Community, and notwithstanding any other provisions of this Declaration,
shall survive the removal of any of the Properties from the Community. None of the
easements specified in this Section 3.1 may be encumbered by any leasehold or lien
other than those on the Lots. Any lien encumbering these easements shall autom atically
be subordinate to the rights of Owners with respect to such easements.
A. Utility Service and Drainage Easements.
1. In addition to that shown on the Subdivision Plat, there
is hereby created a blanket easement upon, across,
over, through and under the Properties for the
installation, replacement, repair and maintenance of all
utility and service lines and systems, and irrigation
including but not limited to electric, gas, water, sewer,
telephone, electric, cable television, security, and
surveillance or communication lines and systems, and
irrigation. By virtue of this easement it shall be
expressly permissible for the Developer or the
providing utility or service company to install and
maintain facilities and equipment on the Properties, to
excavate for such purposes and to affix and maintain
wires, circuits, and conduits on the Lots and on, in and
under the roofs and exterior walls of the Dwelling
Structures, providing the disturbed areas are restored
to the condition in which they were found and that an
easement does not prevent or unreasonably interfere
with the use of the Lots. Except as otherwise provided
in Section 3.1.A.2 below, no sewer, electrical lines,
water lines, or other utility service lines or facilities for
such utilities and no cable or communication lines and
systems may be installed or relocated on the
Properties except as are approved by the Developer.
The Developer may also transfer title to utility-related
equipment, facilities or material, and to take any other
action to satisfy the requirements of any utility
company or governmental agency to which any such
utility-related equipment, facilities or material are to be
5
so transferred. Utility as referred to herein means a
public or private utility. This power to create
easements shall also include the power to modify or
relocate easements which are created.
2. Once the Developer closes upon the sale of the last
Lot in the Community, the powers vested in the
Developer under Article 3.1.A.1 above shall terminate,
and shall then vest in the Association. Such powers
shall be exercised by the Board of Directors in its
reasonable discretion without the need for joinder of
any Owner.
3. In addition to the foregoing, the following shall apply
with respect to easements for drainage: There is
hereby reserved an easement for drainage from each
Lot onto an adjoining Lot and the Common Area. It
shall be the responsibility of the Owner of the Lot for
whose benefit this easement has been created, to
insure that the drainage flow from his Lot remains open
and free. It shall be the responsibility of the
Association to insure that the drainage flow from the
Common Area, remains open and free.
4. The Developer under Section 3.1.A.1 and the
Association under Section 3.1 .A.2 above, or its
designee, shall have a right to remove any
improvements interfering with or impairing such
facilities or easements herein reserved. No Owner
shall do anything anywhere on his Lot that interferes
with or impairs or may interfere with or impair, the
provision of such utility or other services or drainage
facilities or the use of these easements.
B. Maintenance Easement in Favor of the Developer and
Association. There is hereby reserved to the Developer and
to the Association an easement over the Common Area for
the Association's maintenance obligations pursuant to this
Declaration. This easement shall also apply over, on, across,
under and through each Lot for the Association's maintenance
obligations under Section 6.1 of this Declaration.
C. Encroachments. If any Lot encroaches upon any of the
Common Area for any reason other than the intentional act of
6
an Owner, or if any Common Area encroaches upon any Lot,
then an easement shall exist to the extent of that
encroachment as long as the encroachment exists.
D. Ingress and Egress. A non-exclusive easement shall exist in
favor of each Owner and occupant, their respective guests,
tenants, licensees and invitees for pedestrian traffic over,
through, and across sidewalks, streets, paths, walks, and
other portions of the Lots or Common Area as from time to
time may be intended and designated for such purpose and
use, and for vehicular and pedestrian traffic over, through,
and across such portions of the Common Area as from time
to time may be paved or intended for such purposes, and for
purposes of ingress and egress to the public ways.
3.2 Common Area.
A. Purposes Intended. Common Area shall be used for the
purposes intended.
B. Title. The Developer shall convey legal title to the Common
Area to the Association, by quitclaim deed, free and clear of
all liens and financial encumbrances, at the time of the
Developer's relinquishing of control of the Association
pursuant to Section 4.16 of the By-Laws.
Section 4. ASSOCIATION. The operation of the Properties is by the CEDAR
RIDGE COMMUNITY ASSOCIATION, INC., a Florida corporation not for profit, which
shall perform its functions pursuant to this Declaration, and the following:
4.1 Articles of Incorporation. The Articles of Incorporation of the
Association shall be the Articles of Incorporation attached as Exhibit
"B", as amended from time to time.
4.2 By-Laws. The By-Laws of the Association shall be the By-Laws
attached as Exhibit "C", as amended from time to time.
4.3 Membership and Voting Rights. The membership of the Association
shall be as provided in the Articles of Incorporation and By-Laws.
The Owners of each Lot shall collectively be entitled to that vote as
more fully provided in the Articles of Incorporation and By-Laws.
4.4 Limitation on Association Liabilitv.
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A. Notwithstanding its duty to maintain and repair certain
Properties, the Association shall not be liable to the Owners
for injury or damage caused by Properties for which the
Association has responsibility to maintain. In the event that
any portion of the Properties for which the Owner has
maintenance responsibility under this Declaration, or any real
or personal property of the Owner, shall be damaged in the
course of the Association's maintenance, repair or
replacement of those Properties for which the Association has
responsibility, the Owner shall bear the full risk of loss. The
only exception under this Section 4.1.0.1 is where the
Association (whether for itself or its contractor) is guilty of
negligence or intentional misconduct which causes the loss,
in which case the Association bears the risk of loss created
by same (with any available contribution from the contractor
or others). This Section 4.1.0.1 shall also apply where the
loss results in the course of the Association's reconstruction
and repair after casualty.
B. The Association shall in no event be liable for any damages
resulting from an Owner's breach of his maintenance, repair
and replacement responsibility under this Declaration.
Section 5. ASSESSMENTS AND LIENS: CHARGES. The Association has the
power to levy and collect assessments against each Lot and Owner in order to provide
the necessary funds for proper operation and management of the Properties and for the
operation of the Association, including both annual assessments for each Lot's share of
the common expenses as set forth in the annual budget, and special assessments for any
proper common expenses. The Association may also levy Charges against individual
Lot(s) and Owner(s) for any amounts, other than for common expenses, which are
properly chargeable against such Lot and Owner under the Governing Documents.
5.1 Common Exoenses. Common expenses include all expenses of the
operation, maintenance, repair, replacement or insurance of the Properties, the expenses
of operating the Association, including any amounts budgeted for the purpose of funding
reserve accounts.
5.2 Share of Common Exoenses. All Lots shall be assessed equally.
5.3 Ownershio. Assessments collected by or on behalf of the Association
become the property of the Association. No Owner has the right to claim, assign or
transfer any interest therein except as an appurtenance to his Lot. No Owner has the
right to withdraw or receive distribution of his share of the common surplus, except as
otherwise provided in the Governing Documents or by law.
8
5.4 Who is Liable for Assessments. The Owner of each Lot, regardless
of how title was acquired, is liable for all assessments or installments thereon coming due
while he is the Owner. Multiple Owners are jointly and severally liable. Except as
otherwise provided in Sections 5.8.A and 12.5 below, whenever title to a Lot is transferred
for any reason, the transferee is jointly and severally liable with the transferor for all
unpaid assessments against the transferor, regardless of when incurred, without prejudice
to any right the transferee may have to recover from the transferor any amounts paid by
the transferee.
5.5 No Waiver or Excuse From Payment. The liability for assessments
may not be avoided or abated by waiver of the use or enjoyment of any Common Area,
by abandonment of the Lot on which the assessments are made, by interruption in the
availability of the Lot or the Common Area for any
reason whatsoever, or by dissatisfaction with the Association and/or its operation and
policies. No Owner may be excused from payment of his share of the common expenses
unless all Owners are likewise proportionately excused from payment, except as
otherwise provided in Section 5.8.A as to certain mortgagees and in Section 12.5 as to
the Developer.
5.6 Aoolication of Payments: Failure to Pav: Interest: Late Fees.
Assessments and installments thereon paid on or before thirty (30) days after the date
due shall not bear interest, but all sums not so paid shall bear interest at the rate of 18%
per annum calculated from the date due until paid. In addition, any assessments or
installments not paid on or before thirty (30) days after the date due shall result in the
imposition of a late fee equal to the higher of $25.00 or five (5%) percent of the late
payment. Assessments and installments thereon shall become due, and the Owner shall
become liable for the assessments or installments, on the date established in the
By-Laws or otherwise set by the Board of Directors of the Association for payment. All
payments on account shall be applied in the following order irrespective of any restrictive
endorsement, designation or instruction placed on or accompanying any payment: To
interest, late fees, costs and attorneys'/paralegals' fees, and annual and/or special
assessments first due and owing. If payment is made by check which fails to clear, then
the Owner shall be considered not to have made payment.
5.7 Liens. The Association has a lien on each Lot securing payment of
past due assessments, including late fees, interest and attorneys' and paralegal fees and
costs incurred by the Association incident to the collection of the assessment or
enforcement of the lien, whether before, during or after a lien foreclosure suit or other
lawsuit. The lien is perfected upon recording a Claim of Lien in the Public Records of the
County, stating the legal description of the Lot, the name of the record Owner, the
assessments past due and the due dates. The lien is in effect until barred by law. The
Claim of Lien secures all unpaid assessments and charges coming due prior to a final
judgment of foreclosure. Upon full payment, the person making the payment is entitled
to a satisfaction of the lien.
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5.8 Priority of Lien.
A. Rights of Certain Mortgagees. The Association's lien for
unpaid assessments shall be subordinate and inferior to any
recorded first mortgage or any institutional mortgage, unless
the Association's Claim of Lien was recorded before the
mortgage, but shall be superior to, and take priority over, any
other mortgage regardless of when the mortgage was
recorded.
(1) With respect to any such mortgage which has
superiority over the Association's Claim of Lien: When
the mortgagee or other purchaser obtains title to the
Lot as a result of foreclosure of the mortgage, or a
deed in lieu of foreclosure, the acquirer of title, its
successors and assigns, shall not be liable for any
delinquent assessments due and owing to the
Association pertaining to the Lot or chargeable to the
former Owner of the Lot which became due prior to the
acqu isition of title as a result of foreclosu re or a deed
in lieu of foreclosure. These unpaid assessments shall
be deemed to be a common expense collectible from
all of the Owners, including such acquirer of title, and
his successors and assigns.
B. Leases. Any lease of a Lot shall be subordinate and inferior
to any Claim of Lien of the Association, regardless of when
the lease was executed.
5.9 Foreclosure of Lien: Action at Law. The Association may bring an
action in its name to foreclose its lien for unpaid assessments in the same manner in
which mortgages are foreclosed in the State of Florida and may also bring an action to
recover a money judgment for unpaid assessments without waiving any lien rights. In
addition to any assessments due, the Association shall be entitled to recover interest, late
fees, and all costs of collection, including Court costs and paralegal and attorneys' fees.
Whenever the Association shall bring a lien foreclosure action, the Association shall be
entitled to receive a reasonable rental from the Owner, pending litigation, for that time
period during which the Owner is in possession of the Lot either by himself, or tenants,
guests or other occupants; the Association is entitled to an appointment of a Receiver,
which may be the Association, to collect the rent.
5.10 Certificate As To Assessments. The Association shall provide a
certificate stating whether all assessments and other monies owed to the Association by
the Owner with respect to the Lot have been paid, within fifteen (15) days after request
10
by an Owner or mortgagee. Any person other than the Owner who relies upon such
certificate shall be protected thereby.
5.11 Charges.
A. Defined. Each Lot and Owner shall be liable for Charges
levied by the Association against the Lot and Owner.
Charges shall be deemed to include but not be limited to:
maintenance or other services furnished by the Association
for the benefit of an Owner; damages; fines; and any other
sums other than assessments which are referred to as
Charges in the Goveming Documents.
B. Who is Liable for Charges. The Owner of each Lot,
regardless of how title was acquired, is liable for all Charges
coming due while he is the Owner. Multiple Owners are
jointly and severally liable. Except as provided in Sections
5.11.E and 12.5 below, whenever title to a Lot is transferred
for any reason, the transferee is jointly and severally liable
with the transferor for all unpaid Charges against the
transferor, regardless of when incurred, without prejudice to
any right the transferee may have to recover from the
transferor any amounts paid by the transferee.
C. Application of Payments: Failure to Pay: Late Fees: Interest.
Any Charges paid on or before thirty (30) days after the date
due as specified in the notice of Charge from the Association
shall not bear interest, but all Charges not so paid shall bear
interest at the rate of 18% per annum, calculated from the
date due until paid. In addition, any Charges or installments
not paid on or before thirty (30) days after the date due shall
result in the imposition of a late fee of the higher of $25.00 or
five (5%) percent of the late payment. All payments on
account shall be applied in the following order irrespective of
any restrictive endorsement, designation or instruction placed
on or accompanying any payment: To interest, late fees,
costs and attorneys'/paralegals' fees, and annual and/or
special assessments first due and owing. If payment is made
by check which fails to clear, then the Owner shall be
considered not to have made payment.
D. Liens. The Association has a lien on each Lot securing
payment of past due Charges, including interest, late fees and
attorneys' and paralegal fees and costs incurred by the
11
Association incident to the collection of the Charges or
enforcement of the lien, whether before, during or after a lien
foreclosure suit or other lawsuit. The lien is perfected upon
recording a Claim of Lien in the Public Records of the County,
stating the legal description of the Lot, the name of the record
Owner, the Charges past due and the due dates. The lien is
in effect until barred by law. Upon full payment of all sums
secured by the Claim of Lien, the person making the payment
is entitled to a satisfaction of the lien.
E. Priority of Lien.
1. Rights of Certain Mortgaaees. The Association's lien
for Charges shall be subordinate and inferior to any
recorded first mortgage or any institutional mortgage,
unless the Association's Claim of Lien was recorded
before the mortgage, but shall be superior to, and take
priority over, any other mortgage regardless of when
the mortgage was recorded.
(a) With respect to any such mortgage which has
superiority over the Association's Claim of Lien:
When the mortgagee or other purchaser obtains
title to the Lot as a result of foreclosure of the
mortgage, or a deed in lieu of foreclosure, the
acquirer of title, its successors and assigns,
shall not be liable for any delinquent Charges
due and owing to the Association pertaining to
the Lot or chargeable to the former Owner of
the Lot which became due prior to the
acquisition of title as a result of foreclosure or a
deed in lieu of foreclosure. These unpaid
Charges shall be deemed to be a common
expense collectible from all of the Owners,
including such acquirer of title, and his
successors and assigns.
2. Leases. Any lease of a Lot shall be subordinate and
inferior to any Claim of Lien of the Association,
regardless of when the lease was executed.
F. Foreclosure of Lien: Action at Law. The Association may
bring an action in its name to foreclose its lien for unpaid
Charges in the same manner that mortgages are foreclosed
12
in the State of Florida, and may also bring an action to
recover a money judgment for the unpaid Charges without
waiving any lien rights, and shall be entitled to recover
interest, late fees, and all costs of collection, including Court
costs and paralegal and attorneys' fees.
5.12 Exempt Property. The following property subject to this Declaration
shall be exempted from the assessments, Charges and liens created under this
Declaration:
A. All Properties to the extent of any easement or other interest
therein dedicated and accepted by the local public authority
and devoted to public use;
B. All Common Area exempted from taxation by state or local
governments upon the terms and to the extent of such legal
exemption.
Notwithstanding any provision in this Section 5.12, no land or improvem ents devoted to
Lot or dwelling use shall be exempt from assessments, Charges or liens, except as
provided for in Sections 5.8.A and 5.11.E.1 above and Section 12.5 below.
5.13 Developer Provisions. Special provisions regarding the Developer
and the Developer's Lots are contained in Section 12.5 below.
Section 6. ASSOCIATION MAINTENANCE. REPAIR AND REPLACEMENT. In
addition to other provisions contained elsewhere in this Declaration, the following
Properties shall be maintained, repaired and replaced by the Association at the expense
of the Association, as an item of common expense:
6.1 All Common Area, except for those portions of the Common Area
which are the responsibility of a governmental authority.
6.2 Where reasonably possible, the Association shall also maintain the
vegetation, landscaping and irrigation system, if any, upon areas which are not within the
Properties but abut same and are owned by a utility or governmental authority or any
other person, so as to enhance the appearance of the Properties.
6.3 That portion of the sewer lines situated on the Properties.
Section 7. ASSOCIATION ALTERATIONS. The Association is permitted to make
alterations to the Properties, upon the vote of its Board of Directors.
Section 8. USE AND OCCUPANCY RESTRICTIONS. The use and occupancy
13
of the Properties shall be in accordance with the following provisions:
8.1 Vehicles and Parking.
A. No repair (including changing of oil) of a vehicle shall be
made on Properties except for minor repairs necessary to
permit removal of a vehicle. Washing, waxing, or the
changing of tires of a vehicle is permitted.
B. No motor vehicle, including moving vans, shall be parked at
any time on the grass/swales of the Property (except for
landscaping equipment at the direction of the Board of
Directors).
C. Except where safety dictates otherwise, horns shall not be
used or blown while a vehicle is parked, standing in or driving
through parking areas and streets. Racing engines and loud
exhausts shall be prohibited.
D. No vehicle shall be parked such that it blocks any sidewalk,
except where otherwise necessary by moving vans and then
only for loading and unloading.
E. NO PARKING OF ANY VEHICLE OR TRAILER SHALL BE
PERMITTED IN ANY STREET. INCLUDING THE
TURNAROUND ON THE WEST SIDE OF SPRUCE STREET.
F. Remedy of Towina. If upon the Association's provision of that
notice required by Section 715.07, Florida Statutes and
applicable County Ordinances, as amended from time to time,
an offending vehicle owner does not remove a prohibited or
improperly parked vehicle from the Property, the Association
shall have the power and right to have the vehicle towed
away at the vehicle owner's expense.
G. Alternative/Concurrent Remedies. Whether or not the
Association exercises its right to have the vehicle so towed,
the Association shall nonetheless have the right to seek
compliance with this Section 8.1 by injunctive and other relief
through the courts; and/or any other remedy conferred upon
the Association by law or the Declaration, Articles of
Incorporation and By-Laws. The Association's right to tow
shall in no way be a condition precedent to any other
remedies available to the Association incident to the
enforcement of this Section 8.1.
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8.2 Nuisances. Ordinances and Laws. No Owner, Occupant or Guest
shall use any of the Properties, or permit same to be used, in any manner which is
unreasonably disturbing, detrimental or a nuisance to the Owner(s), Occupant(s) and
Guest(s) of other Lot(s), nor permit the Properties to be used in a disorderly or unlawful
way, nor which will produce an insurance risk for the Association or other Owners or
Occupants. Occupants shall at all times conduct themselves in a peacefu I and orderly
manner on the Properties. No inflammables shall be stored anywhere on the Properties.
8.3 Signs. No signs of any type shall be maintained, kept or permitted
on any of the Properties, provided however, that the following shall not violate this Section
8.6:
A. Official notices of the Association;
8.4 No Business Activitv. No business or commercial activity or
enterprise of any kind whatsoever shall be erected, maintained, operated, carried on,
permitted or conducted on the Properties, provided however that the following shall not
violate this Section 8.4:
A. The business of operating the Association.
8.5 Trash and Garbage. No trash shall be discarded on any part of the
Properties except in garbage receptacles, which may not be placed out for collection
before sundown on the day before collection. All garbage and rubbish (excluding glass
and newspapers) must be securely tied in plastic bags before being placed in garbage
receptacles. Glass, newspapers and other recyclables shall be placed in separate
receptacles supplied by the Owner or collection authorities. The foregoing is subject to
any regulations and policies of the collection authorities and Rules and Regulations of the
Association.
8.6 Solicitation. No business solicitation whatsoever shall be permitted
on the Properties, whether or not such solicitation is for the benefit of a non-profit
organization, whether in person or by hand delivery of letters, without the permission of
the Board of Directors of the Association. This shall not preclude an owner from inviting
a person or firm to enter onto the Properties for the purpose of contracting business with
the Owner.
8.7 Antennae. Aerials and Satellite Dishes. No antennae, aerial or
satellite dish shall be placed anywhere on the Properties.
8.8 Solar Panels. No solar panels shall be permitted anywhere on the
Properties.
15
8.9 Laundry. No portion of the Properties shall be used for the drying or
hanging of laundry, unless such laundry is adequately screened from public view, so that
the laundry is not visible from any Lot; the foregoing is subject to F.S. 163.04, as
amended from time to time.
8.10 Newsoaoers. No Owner or resident shall install or maintain any
newspaper box on the Properties. All newspapers delivered to a Lot shall be brought
inside daily and shall not be permitted to accumulated on any Lot or common area.
8.11 Develooer Rights. The applicability of Section 8 is limited by and
subject to the paramount provisions of Section 12 below.
Section 9. INSURANCE AND CASUALTY. The insurance which will be carried
by the Association shall be limited to the Common Area, as follows:
9.1 Dutv and Authority to Obtain. The Board of Directors shall obtain
and keep in force casualty and liability insurance coverage required
by the Governing Documents for the Common Area. The name of
the insured shall be the Association and the Owners without naming
them, and their mortgagees, as their interests shall appear.
A. The cost of insurance premiums and other incidental
expenses incurred by the Association in administering and
carrying out the provisions of this Section 9.1 shall be a
common expense of the Association.
B. Premiums upon insurance policies may be financed in the
manner as the Board of Directors deems appropriate.
C. The Association is hereby permitted to purchase insurance
policies which contain deductibles.
D. The Board of Directors of the Association is empowered to
adjust claims under any policies of insurance carried by the
Association.
E. Each Owner shall provide insurance with respect to
improvements made by the Owner, notwithstanding any
provision to the contrary in this Section 9.
9.2 Reauired Coverage. The Association shall maintain adequate
insurance covering the Common Area in an amount determined
annually by the Board of Directors. Such insurance shall afford the
following protection:
16
A. Property and Casualty. Loss or damage by fire, extended
coverage (including windstorm), vandalism and malicious
mischief, and other hazards covered by the standard "All
Risk" property contract, for the items referenced above. The
coverage must include the following, when same can be
obtained:
1. Agreed Amount and Inflation Guard Endorsement; and
2. Demolition Costs Endorsement Contingent Liability
from Operation of Building Loss Endorsement, and
Increased Costs of Construction Endorsement.
B. Liability. Premises and operations liability for bodily injury and
property damage in such limits of protection and with such
coverage as required by the Board of Directors of the
Association, with cross liability endorsement to cover liabilities
of the Owners as a group, to an Owner.
C. Automobile. Automobile liability for bodily injury and property
damage for all hired and/or non-owned motor vehicles in such
limits or protection and with such coverage as may be
required by the Board of Directors of the Association.
D. Directors. Officers and Agents Liabilitv Insurance. The
Association, to the extent available, shall maintain liability
insurance to protect the persons referred to in Section 12.1 of
the By-Laws.
9.3 Description of Coveraae. A detailed summary of the coverage
included in the master policies, and copies of the master policies,
shall be available for inspection by Owners or their authorized
representatives upon request.
9.4 Waiver of Subroaation. If available and where applicable, the Board
of Directors shall endeavor to obtain insurance policies which provide
that the insurer waives its right to subrogation as to any claim
against the Association, Owners, or their respective servants, agents
or guests, except for any claim based upon gross negligen ce
evidencing reckless, willful and wanton disregard for life or property.
9.5 Share of Insurance Proceeds. All insurance policies obtained by the
Association shall provide that all proceeds covering property losses
shall be paid to the Association.
17
9.6 Reconstruction and Repair After Casualty.
A. General. Any damage or destruction to the Common Area
resulting from a casualty shall be repaired or reconstructed by
the Association, substantially in accordance with the plans
and specifications for the original improvements; or if such
plans and specifications are lost or unavailable, then in ac-
cordance with plans and specifications approved by the Board
of Directors of the Association.
B. Assessment. If the proceeds of insurance are not sufficient
to defray the estimated costs of reconstruction and repair of
the damaged Common Area, or if at any time during
reconstruction and repair, or upon completion of reconstruc-
tion and repair, the funds for the payment of the costs of
reconstruction and repair are insufficient, the Association shall
levy a special assessment against all Owners in sufficient
amounts to provide funds for the payment of such costs.
Notwithstanding the foregoing to the contrary, repair of
damage or destruction to the Common Area is optional if this.
Declaration is terminated as provided for in Section 14 below.
Section 10. CONDEMNATION OR EMINENT DOMAIN. The circumstances of a
taking of Properties by the power of eminent domain or by way of condemnation, eminent
domain or inverse condemnation, shall be dealt with in such reasonable manner as
determined to be appropriate under the circumstances by two-thirds of the entire Board
of Directors. For the purposes of this Section 10, each Owner shall be considered as
having sufficient property rights in and to the Properties so as to be able to institute a
claim directly against the taking authority.
Section 11. COMPLIANCE AND DEFAULT: REMEDIES.
11.1 Duty to Comply: Right to Sue.
A. Each Owner, his tenants, guests, and invitees, and the
Association, shall be governed by and shall comply with the
provisions of the corporate act, the Governing Documents,
and the Rules and Regulations. Actions for damages, for
injunctive relief, and/or for declaratory relief, for failure to
comply may be brought by the Association or by a Lot Owner
against:
1. The Association;
18
2. A Lot Owner;
3. By tenants, guests or invitees occupying a Dwelling
Structure or using the Common Area; or
4. Any member of the Board of Directors who willfully and
knowing Iy fails to comply with the foregoing.
B. No lawsuit of any kind shall be instituted and/or maintained
unless the Association obtains the prior vote of not less than
seventy-five (75%) percent of the voting interests of the entire
membership of the Association. The arbitration proceeding
referred to in Section 11.8 below may be instituted by the
Association without said vote of the members. Notwith-
standing the foregoing to the contrary, the following lawsuits
shall not require such members' vote, and may be instituted
and maintained by the vote of the Board of Directors alone:
1. Actions to enforce the Governing Documents and
Rules and Regulations.
2. Actions to collect assessments and Charges due under
the Governing Documents.
3. Actions against persons or entities with which the
Association contracts.
4. Actions against any governmental authority.
5. The defense of any lawsuit (however, a counterclaim
shall not be permitted unless it falls within anyone or
more of the foregoing exceptions).
11.2 Nealigence: Damage Caused by Condition in Lot. Each Owner shall
be liable to the Association for the expenses of any maintenance, repair or replacement
of Common Area made necessary by his act or negligence, or by that of any member of
his family or his guests, invitees, agents, or lessees. If any condition, defect or
malfunction existing within a Lot or Dwelling Structure, whether caused by the Owner's
negligence or otherwise, shall cause damage to the Common Area, the Owner of the
offending Lot shall be liable to the Association for repairing the damaged areas, for all
costs of repair or replacement not paid by insurance. If the Association effects correction,
the cost shall be levied as a Charge against the Owner and Lot and collectible as
Charges are collected under this Declaration; the Association may, but is not required to,
provide notice to the Owner prior to effecting correction.
19
11.3 Association's Access. The Association, by and through the Board
of Directors, officers, or the agents or employees of the Association, has an irrevocable
right of access onto the Lots and Dwelling Structures for the purposes of inspection,
maintenance, repair, replacement, alteration and improvement of those Properties for
which it is obligated to maintain, repair and replace, and for which it is permitted to alter
and improve, under this Declaration.
11.4 Owners Responsible. Owners are strictly responsible to ensure that
their family members, guests, agents, lessees, invitees, etc. or any occupants of their
Lots comply with the Governing Documents and Rules and Regulations of the Board of
Directors, as amended from time to time; and the statutes which apply; and as such, are
responsible and liable to the Association for violations of same by their family members,
guests, agents, lessees, servants, etc. or any occupants of their Lots.
11.5 Waiver of Rights. The failure of the Association or of an Association
member to enforce any right, provision, covenant or condition which may be granted by
the Governing Documents shall not constitute a waiver of the right of the Association or
member to enforce such right, provision, covenant or condition in the future.
11.6 Costs and Attorneys' and Paralegal Fees. In any legal proceeding
arising out of an alleged failure of an Owner (for himself/herself or for his/her family
members, guests, agents, tenants and invitees or any occupants of the Lot), or the
Association, or any tenants, guests or invitees occupying a Lot or using the common
area, to comply with the Governing Documents or Rules or Regulations as amended from
time to time, or corporate statute, the prevailing party shall be entitled to recover from the
losing party, costs and attorneys' and paralegals' fees, including those incurred in
appellate and bankruptcy proceedings.
11.7 No Election of Remedies. All rights, remedies and privileges granted
to the Association or Owners under any terms, provisions, covenants, or conditions of the
Governing Documents or Rules and Regulations of the Association, or law, shall be
deemed to be cum ulative, and the exercise of anyone or more shall not be deem ed to
constitute an election of remedies, nor shall it preclude the party from exercising such
other additional rights, remedies, or privileges as may be granted by the Governing
Documents, Rules and Regulations of the Association, or at law or in equity.
11.8 Common Area and Other Disputes With the Developer. In the event
that there are any warranty, negligence or other claims against the Developer or any party
having a right of contribution from, or being jointly and severally liable with, the Developer
(the IIClaimsll) relating to the design, construction, furnishing or equipping of the Common
Area, or other Properties, same shall be adjudicated pursuant to binding arbitration, rather
than civil litigation, as perm itted by the Florida Arbitration Code (the "Code"), Chapter 682,
Florida Statutes, in the following manner:
20
A. The party making the Claims, which shall include the
Association as well as any Lot Owner, (the "Claimant") shall
notify the Developer in writing of the Claims, specifying with
particularity the nature of each component thereof and
providing a true and complete copy of each and every report,
study, surveyor other document supporting or forming the
basis of the Claims. Such notice shall be provided to the
Developer within one hundred and twenty (120) days after the
date for the Developer to relinqu ish control of the Board of
Directors as provided for in Section 4.16 of the By-Laws. The
failure of the Association or any owner to provide the
Developer written notice within such time period shall act as
a bar to the Association or Owner filing any Claims against
the Developer. Such bar shall not serve to permit the
Association or any Owner to then file any Claim in court.
B. Within thirty (30) days of receipt of the notice of the Claims,
the Developer will engage, at its own expense, a duly licensed
engineer or architect, as appropriate (the "Arbitrator") to serve
as the arbitrator of the Claims pursuant to the Code. Such
engineer or architect shall be independent of the Developer
and the Claimant, not having any then-current business
relationship with the Developer or Claimant, other than by
virtue of being the Arbitrator. Upon selecting the Arbitrator,
the Developer shall notify the Claimant of the name and
address of the Arbitrator.
C. Within thirty (30) days after the Developer notifies the
Claimant of the name and address of the Arbitrator, the
Claimant and the Developer shall be permitted to provide the
Arbitrator with any pertinent materials to assist the Arbitrator
in rendering his findings.
D. Within sixty (60) days from the date of his appointment, the
Arbitrator shall review the Claims and supporting materials,
inspect the Common Area or other Properties in question, and
all appropriate plans, specifications and other documents
relating thereto, and render a report (the "Final Report") to the
Developer and the Claimant setting forth, on an item by item
basis, his findings with respect to the Claims and the method
of correction of those he finds to be valid. If the Developer so
requests, by written notice to the Arbitrator, the Arbitrator will
specify the estimated cost of the correction of each of those
Claims he finds to be valid and shall offset therefrom costs
21
reasonably attributable to any Association failure to maintain
or mitigate or to any contributory negligence, in all cases
whether chargeable to the Claimant or others. At the request
of the Claimant or Develope r that a conference be held to dis-
cuss the Claims, such a conference shall be held, and the
Arbitrator shall establish procedures, guidelines and ground
rules for the holding of the conference. The Claimant and the
Developer shall be entitled to representation by its attorney
and any other expert at the conference. In the event such a
conference is held, the sixty (60) day time period referenced
in this subsection (D) shall be extended as the Arbitrator
deems warranted. At the conference, the Arbitrator shall
notify the Developer and Claimant as to when the Final
Report shall be issued.
E. The Developer shall have one hundred eighty (180) days after
receipt of the Final Report in which to (i) correct the Claims
found to be valid or (ii) pay to the Claimant the amount
estimated by the Arbitrator to be the cost to correct same
after the offset referred to in subsection (D) above.
F. As to those matters the Developer elects to correct, upon the
completion of all corrective work the Developer will so notify
the Arbitrator (with a copy of such notice to the Claimant) and
the Arbitrator shall then inspect the corrected items and
render a report (the "Remedial Report") to the Developer and
the Claimant on whether those items have been corrected.
Such procedure shall be repeated as often as necessary until
all items have been corrected.
G. For all purposes, the Final Report and Remedial Report of the
Arbitrator will constitute binding and enforceable arbitration
awards as defined in Section 682.09 of the Code and any
party affected by such reports will have the right to seek the
enforcement of same in a court of competent jurisdiction.
Moreover, no party will have the right to seek separate judicial
relief with respect to warranty disputes as defined above, or
to seek to vacate the aforementioned arbitration awards,
except in accordance with the Code, and then only upon the
specific grounds and in the specified manner for the vacation
of such awards as established by Section 682.13 of the Code.
H. The Arbitrator shall not be liable to the Association, the
Claimant or the Developer by virtue of the performance of his
22
services hereunder, fraud and corruption excepted.
I. The procedures set forth above shall also be the sole means
by which disputes as to Association finances (including,
without limitation, the Developer's payment of assessments,
deficit funding obligations, if any, the handling of reserves, if
any, and the keeping of accounting records), except that the
Arbitrator shall be a Certified Public Accountant who (i) is a
member of Community Associations Institute and (ii) meets
the independence test set forth above.
J. In the event that there is any dispute as to the legal effect or
validity of any of the Claims (e.g., as to standing, privity of
contract, statute of limitations or laches, failure to maintain or
mitigate, existence of duty, foreseeability, comparative
negligence, the effect of disclaimers or the interpretation of
this Declaration as it applies to the Claims), such dispute shall
be submitted to arbitration, as herein provided, by a member
in good standing of The Florida Bar chosen by the Developer,
which arbitrator shall be independent of the Developer and
the Claimant as set forth above. In such event, all time
deadlines which cannot be met without the resolution of such
disputed matters shall be suspended for such time as the
arbitration provided for in this subsection continues until final
resolution.
K. No provision in this Section 11.8 shall confer standing which
is not otherwise available to a party under law.
Section 12. DEVELOPER'S LOTS AND PRIVILEGES: DEVELOPER DESIGNEES.
The following provisions shall apply in addition to any and all provision s contained
elsewhere in this Declaration with respect to the Developer's Lots and privileges. The
provisions of this Section 12 shall take precedence over any other provisions to the
contrary in this Declaration, or in the Articles of Incorporation or By-Laws.
12.1 Changes in General Plan of Develooment. Until the completion of
all of the contemplated improvements to the Properties in the Community and the sale
of all Lots contemplated within the Community, the Developer reserves the right, without
joinder of any person or entity, to make such changes to the General Plan of
Development as may be required by any lender, governmental authority, or as may be,
in his judgment, necessary or desirable; provided that any changes when made will
provide facilities as good as or better than those shown on the development plans filed
with the appropriate governmental authority.
23
12.2 Deposits and Payments. The Developer shall be entitled to receive
back any and all deposits refunded by any utility company or governmental authority, and
shall be entitled to payments received by the Association with respect to the construction
of private street lights, if any.
12.3 Sales/Lease Activities. The Developer, until all of the Lots
contemplated within the Community have been sold and closed, shall be irrevocably
empowered to sell, lease or rent Lots to any person or entity approved by the Developer
without any interference, approval or objection from the Association, and without any
limitation. Furthermore, the Developer reserves the right to retain title to any Lots and
lease all or portions of same, without any intention of selling them. The Developer shall
have the right to transact upon the Properties any business necessary to consummate
the sale/lease of Lots, including, but not limited to, the right to construct, install, maintain
and use temporary construction, office, storage and sales facilities, place signs, banners
and flags on the Properties for construction or sales purposes; use the Common Area for
sales offices or for sales and promotional purposes; and conduct sales activities relating
to property owned by the Developer or any of its affiliates which are situated outside of
the Community. Any sales office, signs, fixtures, furnishings or other tangible personal
property belonging to the Develope r shall not be considered as part of the Properties nor
owned by the Association and shall remain the property of the Developer.
12.4 Special Provision Reaarding The Developers Designees. The
Developer shall be permitted, without relinquishing any rights of the Developer hereunder,
to designate certain builders and contractors (whether or not affiliated with the Developer)
who shall be permitted to transact any business necessary to consummate the sale/lease
of Lots, including, but not limited to, the right to maintain models, have signs, staff
employees, maintain offices, use the Properties and show Lots. The Developer shall be
permitted to impose limitation(s) upon anyone or more of said builders and contractors
in connection with same. Any sales office, signs, fixtures or furnishings or other tangible
personal property belonging to the particular builder and/or contractor shall not be
considered as part of the Properties nor owned by the Association and shall remain the
property of the particular builder and/or contractor.
12.5 Assessments. Charges and Liens: Common Expenses.
A. Assessment Obligations. The Developer and its Lots shall be
excused from having to pay for operating expenses and
assessments related to its Lots for the following time period,
with the obligation of the Developer limited to the payment of
operating expenses incurred by the Association that exceed
the assessments receivable from other members and other
income of the Association: Beginning with the date of
recording of this Declaration until the Developer relinqu ishes
control of the Board of Directors, or sooner if the Developer
24
forwards to the Association written intention to terminate the
foregoing; after which time the Developer shall pay assess-
ments like any other Owner. For purposes of this Section
12.5.A, the term 1I0perating expensesll shall exclude capital
expenditures, reserves and depreciation, and the Developer
shall have the right to apply any surplus from any previous
year to any subsequent year before having to fund the deficit
hereunder. Also for the purpose of this Section 12.5.A, the
term 1I0ther incomell shall include but not be limited to, capital
contributions, if any, interest, fines, late fees and other fees
collected by the Association.
B. Other Exemptions. The Developer's Lots shall be exempt
from any obligation to pay interest or late fees with respect to
non-payment of monies due and owing by the Developer to
the Association, and at no time shall the Association be
permitted to file a Claim of Lien against any Lot owned by the
Developer. The Developer shall be entitled to injunctive relief
and/or damages, including punitive damages, for any such
liens filed.
C. Credits. The Developer shall be permitted to pay any
common expenses of the Association, and when doing so,
shall be entitled to credit/offset against any sums due and
owing by the Developer to the Association.
12.6 Assignment and Assumption of Developer's Rights and Privileges.
The Develope r hereby reserves the right to assign any or all of the rights of the Developer
under the Governing Documents, in whole or in part, with respect to the Properties, to
any other person or entity. In connection with such assignment, any assignee shall not
be liable for any action of a prior developer. Any Institutional Mortgagee acquiring title
to any of the Properties by foreclosure or by a deed in lieu of foreclosure has the right,
but not the obligation, to assume any of the rights and obligations of the Developer; and
regardless of such assumption, shall have the right to assign any rights of the Developer
under the Governing Documents to any subsequent purchaser from the Institutional
Mortgagee.
Section 13. RIGHTS OF MORTGAGEES. The following rights shall apply to
certain or all mortgagees, in addition to those rights contained elsewhere. in the Governing
Documents:
13.1 Amendments to the Declaration. Written consent of the Institutional
Mortgagee of a Lot shall be required for any amendment to this Declaration referred to
in Section 15.5.C below.
25
13.2 Association Lien Foreclosure. Certain named mortgagees have
certain rights in connection with Association lien foreclosure actions, as provided for in
Sections 5.8.A and 5.11. E.1 above.
13.3 Redemption. If proceedings are instituted to foreclose any mortgage
or lien on any Lot, the Association, on behalf of one or more Owners and with the
permission of the mortgagee, may redeem the mortgage or lien for the amount due
thereon and be thereby subrogated to all of the mortgagee's or lienor's rights of action,
or the Association may purchase the Lot at the foreclosure sale. Any mortgagee shall
have the right to accept title to the Lot in settlement and satisfaction of the mortgage or
to foreclose its mortgage in accordance with its terms, and to bid upon the Lot at the
foreclosure sale. If the Association or any of its mem bers redeem the mortgage or cure
the default, it or they shall have a lien against the Lot for all sums expended in connection
therewith, and shall have the same rights to collect such sums as in the case of a past
due assessment.
13.4 Right to Inspect Books. The Association shall make available to
Institutional Mortgagees requesting same current copies of the Governing Documents and
Rules and Regulations of the Association, and the books, records and financial
statements of the Association. "Available" shall mean ready for inspection, upon written
request, during normal business hours, or under other reasonable circumstances.
Photocopies shall be provided at the expense of the person requesting them.
13.5 Financial Statement. Any Institutional Mortgagee is entitled, upon
written request, to a copy of the financial statement of the Association for the immediately
preceding fiscal year.
13.6 Lender's Notices. Upon written request to the Association, any
Institutional Mortgagee shall be entitled to timely written notice of:
A. Any 60-day or longer delinquency in the payment of
assessments or charges owed by the Owner of any Lot on
which the mortgagee holds a mortgage; and any 30-day or
longer default of any other provision in the Governing Docu-
ments by an Owner of any Lot on which the mortgagee holds
a mortgage.
B. A lapse, cancellation, or material modification of any
insurance policy or fidelity bond maintained by the
Association.
C. Any condemnation or casualty loss that affects a material
portion of the Community or the Lot securing its mortgage.
26
D. Any proposed action that requires the consent of a specified
percentage of mortgage holders.
13.7 Access. All mortgagees shall specifically have a complete right of
access to all of the Common Area, for the purpose of ingress and egress to any Lot upon
which they have a mortgage loan.
13.8 Priority. All provisions of a real property mortgage in favor of an
Institutional Mortgagee shall take precedence over the provisions of this Declaration,
including the provisions of this Section 13. No breach of any of the provisions contained
in the Declaration shall defeat or adversely affect the lien of any institutional mortgage at
any time made in good faith and for a valuable consideration upon any Lot.
13.9 Presumption. Where an institutional first mortgage, by some
circumstance fails to be a first mortgage but it is evident that it is intended to be a first
mortgage, it shall nevertheless, for the purpose of this Declaration and Exhibits annexed
hereto be deemed to be an institutional first mortgage.
Section 14. TERMINATION. This Declaration may be terminated in the following
manner:
14.1 Agreement. This Declaration may be terminated at any time by the
approval in writing by the Owners of ninety (90%) percent of Lots and by the record
owners of mortgages on the Lots whose Owners are consenting in writing.
14.2 General Provisions. Upon termination, the former Owners shall
become the Owners, as tenants in common, of all the Properties and the assets of the
Association. The shares of such tenants in common shall be equal. The mortgagee or
lienor of an Owner, shall have a mortgage or lien solely and exclusively upon the share
of such tenant in common in and to the lands and other properties and rights which he
may receive by reason of the termination. The termination of the Declaration shall be
evidenced by a certificate of the Association executed by its president and secretary
certifying as to facts effecting the termination. Termination shall become effective when
that certificate is recorded in the Public Records of the County.
14.3 New Community. The termination of this Declaration does not bar
creation of another Declaration affecting all or any portion of the same property.
14.4 Sale: Partition.
A. Except as may be provided otherwise in Section 14.4(8)
below, following termination, the Properties may be partitioned
and sold upon the application of any Owner. If following a
termination, at least seventy-five percent (75%) of the voting
27
interests determ ine to accept an offer for the sale of the
property, all Owners shall be bound to execute deeds and
other documents reasonably required to effect the sale. In
such event, any action for partition of the Properties shall be
held in abeyance pending the sale, and upon the con-
summation of the sale shall be discontinued by all parties
thereto.
B. If the proposed termination is submitted to a meeting of the
membership of the Association, pursuant to notice, and is
approved in writing within sixty (60) days of the meeting by
three-fourths (3/4) of the voting interests of the members of
the Association, and by all Institutional Mortgagees, then the
Association and the approving Owners, if they desire, shall
have an option to purchase part or all of the Propert ies from
the other Owners within a period expiring one hundred twenty
(120) days from the date of such meeting. Such approvals
shall be irrevocable until the expiration of the option and if the
option is exercised, the approvals shall be irrevocable. During
this option period, and up through the date of closing on the
option, no actions for partition shall lie. The option shall be
exercised upon the following terms:
1. Exercise of Ootion. An Agreement to Purchase
executed by the Association and/or the record Owners
of a part or all of the Properties who will participate in
the purchase, shall be delivered by personal delivery or
mailed by Certified or Registered Mail, to each of the
record Owners of the portions of the Properties to be
purchased, and such delivery shall be deemed the
exercise of the option. The Agreement shall indicate
which portions of the Properties will be purchased by
each participating Owner, and shall require the
purchase of all portions of the Properties owned by
Owners not approving the term ination, but the
Agreement shall effect a separate contract between the
seller and his purchaser.
2. Price. The sale price for each Lot shall be the fair
market value determ ined by agreement between the
seller and the purchaser within thirty (30) days from the
delivery or mailing of such Agreement and, in the
absence of agreement as to price, it shall be
determined by appraisers appointed by a Judge of the
28
circuit court in and for the County, on the petition of the
seller. The expense of appraisal shall be paid by the
purchaser.
3. Payment. The purchase price shall be paid in cash.
4. Closing. The sale shall be closed within thirty (30)
days following the determination of the sale price.
14.5 Last Board. The members of the last Board of Directors shall
continue to have the powers granted in this Declaration and in the Articles of
Incorporation and By-Laws for the purpose of winding up the affairs of the Association,
notwithstanding the fact that the Association itself may be dissolved upon a termination.
14.6 Provisions Survive Termination. The provisions of this Section 14
shall be deemed covenants running with the land, and shall survive the termination of the
Declaration until all matters covered by those provisions have been completed.
14.7 Priority - Conflict. In the event that there is any conflict between this
Section 14 and Section 15 below, the language contained in this Section 14 shall control
and govern.
Section 15. AMENDMENT OF DECLARATION.
15.1 Prooosal. Amendm ents to this Declaration may be proposed by the
Board of Directors or by written petition signed by the Owners of one-fourth (1/4) of the
Lots.
15.2 Procedure: Notice and Format. Upon any amendment or
amendments to this Declaration being proposed as provided above, the proposed
amendment or amendments shall be submitted to a vote of the members not later than
the next annual meeting, unless insufficient time to give proper notice remains before that
meeting. An amendment may be considered at the annual or a special members'
meeting. The full text of any amendment to the Declaration shall be included in the notice
of the Owners' meeting of which a proposed amendment is considered by the Owners.
New words shall be inserted in the text by underlining and words to be deleted shall be
lined through with hyphens; however, if the proposed change is so extensive that this
procedure would hinder, rather than assist, the understanding of the proposed
amendment, it is not necessary to use underlining and hyphens as indicators of words
added or deleted, but, instead, a notation must be inserted immediately preceding the
proposed amendment in substantially the following language: "Substantial rewording of
Declaration. See provision for present text."
15.3 Vote Reauired. Except as otherwise provided by Florida law, or by
29
specific provision of the Governing Documents, this Declaration may be amended by
concurrence of not less than a majority of the entire Board of Directors and a majority of
the voting interests of all members of the Association. If the amendments were proposed
by a written petition signed by the Owners pursuant to Section 15.1 above, then the
concurrence of the Board of Directors shall not be required.
15.4 Certificate: Recording: Effective Date. A copy of each adopted
amendment shall be attached to a certificate that the amendment was duly adopted as
an amendment to the Declaration, which certificate shall be executed by any officer of the
Association with the formalities of a deed. The amendment shall be effective when the
certificate and copy of the amendment, and any joinders and consents required, are
recorded in the Public Records of the County.
15.5 Provisos. Notwithstanding any provision in this Declaration to the
contrary, the following shall apply:
A. So long as the Developer controls the Board of Directors as
provided for in the By-Laws, this Declaration may be
amended by the vote of the Developer alone; and after such
control is relinquished, so long as the Developer owns any Lot
in the Community, no amendment may be made without the
written consent and joinder of the Developer.
B. No amendment shall operate to unlawfully discriminate
against any Lot or class or group of Lots.
C. No amendment shall diminish or impair any of the rights,
privileges, powers and/or options provided in this Declaration
in favor of or reserved to record owners of any institutional
mortgage unless the Institutional Mortgagee shall join in the
execution of the amendment.
D. Section 14 above concerning term ination shall not be
amended without the consent of all voting interests and all
record owners of mortgages on the Lots.
Section 16. MISCELLANEOUS PROVISIONS:
16.1 Severabilitv. The invalidity or unenforceability in whole or in part of
any covenant or restriction or any section, subsection, sentence, clause, phrase or word
or other provision of this Declaration, or any exhibit attached thereto, shall not affect the
remaining portions thereof.
16.2 Priorities in Case of Conflict. In the event of conflict between or
30
among the provisions of any of the following, the order of priorities shall be from highest
priority to lowest:
A. The Corporate Act.
B. Other Florida Statutes which app'
C. This Declaration.
D. The Articles of Incorporation.
E. The By-Laws.
F. The Rules and Regulation s promulgated by the Board of
Directors.
G. The Governing Documents for Cedar Ridge Estates and
Cedar Ridge Townhomes.
16.3 Interpretation. The Board of Directors is responsible for interpreting
the provisions of this Declaration and its exhibits. Such interpretation shall be binding
upon all parties unless wholly unreasonable.
16.4 Invalidity. In the event any court shall hereafter determ ine that any
provisions of this Declaration as originally drafted, or as amended, violates the rule
against perpetuities or any other rules of law because of the duration of the period
involved, the period specified in the Declaration shall not thereby become invalid, but
instead shall be reduced to the maximum period allowed under such rules of law, and for
such purpose measuring lives shall be that of the (original) incorporator(s) of the
Association.
16.5 Captions. The captions in this Declaration and in the Articles of
Incorporation and By-Laws attached hereto are inserted only as a matter of convenience
and for ease of reference and in no way define or limit any provision in the Governing
Documents.
16.6 Gender: Plurality. Wherever the context so permits, the singular shall
include the plural, the plural shall include the singular, and the use of any gender shall
be deemed to include all or no genders.
16.7 Owners' Affirmative Dutv. All Owners are charged with the affirmative
duty to keep the Association notified, in writing, of his/her mailing addresses, as they
change from time to time, including a second address for emergency in the event of a
catastrophic event. The Owner shall also notify the Association of the name and address
31
of any mortgagee holding a mortgage on his/her lot. The Association shall be permitted
to rely on information supplied by Owners in writing.
16.8 Covenant Running with the Land. All provisions of the Governing
Documents shall be perpetual and be construed to be covenants running with the real
property in the Community, the Properties included, and all of the provisions of the
Governing Documents shall be binding upon and enure to the benefit of the Developer
and subsequent owner(s) of Properties as well as all real property in the Community, and
their respective heirs, personal representatives, successors and assigns. None of the
provisions contained in the Governing Documents are intended to create, nor shall be
construed as creating, any rights in and for the benefit of the general public.
16.9 Duration. This Declaration, as amended from time to time, shall run
and bind the Properties for a period of twenty-five (25) years from the date of this
Declaration, at which time the Declaration, as amended, shall automatically be renewed
for successive periods of ten (10) years, unless and until terminated as provided in
Section 14 above.
IN WITNESS WHEREOF I have set my hand and seal this _ day of
1996.
CEDAR RIDGE DEVELOPMENT CORP.
a Florida corporation,
By:
Witness
SEAL
Witness
STATE OF FLORIDA
COUNTY OF PALM BEACH
)
) SS:
)
I HEREBY CERTIFY that on the day of , 1996, before me
personally appeared , as of CEDAR
RIDGE DEVELOPMENT CORP., who is personally known to me or who has produced
(if left blank, personal knowledge existed) as identification and who
did (did not) take an oath and who executed the aforesaid Certification at his free act and
deed as such duly authorized officer; and that the official seal of the Company is duly
affixed and the instrument is the act and deed of the Company.
32
WITNESS my signature and official seal at
Beach, State of Florida, the day and year last aforesaid.
, in the County of Palm
NOTARY PUBLIC:
Sign
Print
State of Florida at Large
My commission expires:
c:\wpdocs\cedaridg\declarat.mas
33
EXHIBIT "A"
[TO BE PROVIDED]
PREPARED BY:
Jay Steven Levine, Esquire
Levine, Frank & Edgar, P.A.
3300 PGA Boulevard, Suite 500
Palm Beach Gardens, FL 33410
(407) 626-4700
EXHIBIT "B"
ARTICLES OF INCORPORATION OF
CEDAR RIDGE COMMUNITY ASSOCIATION, INC.
TABLE OF CONTENTS
ARTICLE I, NAME AND ADDRESS
ARTICLE II, DEFINITIONS
ARTICLE III, PURPOSE, POWERS AND DUTIES
. . . . . . . . . . . . . . . . . . . . B-1
. . . . . . . . . . . . . . . . . . . . B-1
. . . . . . . . . . . . . . . . . . B-1
3.1 Purpose
3.2 Powers and Duties; General
3.3 Powers: Specific
. . . . . . . . . . . . . . . . . . . . B-1
. . . . . . . . . . . . . . . . . . . . B-1
. . . . . . . . . . . . . . . . . . . . B-2
ARTICLE IV, MEMBERSHIP AND VOTING IN THE ASSOCIATION. . . . . . . . . . B-2
ARTICLE V, DIRECTORS
. . . . . . . . . . . . . . . . . . . . B-3
5.1 General
5.2 First Board of Directors
. . . . . . . . . . . . . . . . . . . . B-3
. . . . . . . . . . . . . . . . . . . . B-3
ARTICLE VI, OFFICERS
. . . . . . . . . . . . . . . . . . . . B-3
6.1 General
6.2 First Officers
. . . . . . . . . . . . . . . . . . . . B-3
. . . . . . . . . . . . . . . . . . . . B-3
ARTICLE VII, BY-LAWS
. . . . . . . . . . . . . . . . . . . . B-4
ARTICLE VIII, AMENDMENTS TO THE ARTICLES OF INCORPORATION .... B-4
8.1 Proposal . . . . . . . . . . . . . . . . . . . . B-4
8.2 Procedure; Notice and Format . . . . . . . . . . . . . . . . . . . . B-4
8.3 Vote Required . . . . . . . . . . . . . . . . . . . . B-4
8.4 Certificate; Recording and Effective Date ................... B-4
8.5 Provisos . . . . . . . . . . . . . . . . . . . . B-5
ARTICLE IX, TERM
ARTICLE X, INCORPORATOR
. . . . . . . . . . . . . . . . . . . . B-5
. . . . . . . . . . . . . . . . . . . . B-5
ARTICLE XI, REGISTERED AGENT AND REGISTERED OFFICE. . . . . . . . . . . B-5
ACCEPTANCE OF REGISTERED AGENT
. . . . . . . . . . . . . . . . . . . . B-6
ARTICLES OF INCORPORATION
OF
CEDAR RIDGE COMMUNITY ASSOCIATION. INC.
(A Corporation Not-For-Profit Under the Laws of the State of Florida)
The undersigned incorporates by these Articles for the purpose of forming a corporation not-for-
profit under Chapter 617, Florida Statutes, and adopts the following Articles of Incorporation:
ARTICLE I
NAME AND ADDRESS
The name of the corporation is CEDAR RIDGE COMMUNITY ASSOCIATION, INC. and its street
and mailing address are 7000 High Ridge Road, Lantana, FL 33462-5006.
ARTICLE II
DEFINITIONS
For convenience, the corporation shall be referred to in this instrument as the "Association";
the Declaration of Covenants and Restrictions for CEDAR RIDGE P.U.D., as the
"Declaration"; these Articles of Incorporation as the "Articles"; and the By-Laws of the
Association as the "By-Laws". All other definitions contained in the Declaration are
incorporated herein by reference.
ARTICLE III
PU RPOSE. POWERS AND DUTI ES
Section 3.1 Puroose. The purpose for which the Association is organized is to provide an
entity for the operation of the Properties (as defined in the Declaration) located in Palm
Beach County, Florida. The Association is organized and shall exist on a non-stock basis as
a corporation not for profit under the laws of the State of Florida, and no portion of any
earnings of the Association shall be distributed or inure to the private benefit of any member,
Director, or officer.
Section 3.2 Powers and Duties: General
For the accomplishment of its purposes, the Association shall have all the common
law and statutory powers and duties of a corporation not for profit under the laws
of the State of Florida, except as limited or modified by the Declaration, the By-
B-1
Laws or the corporate statute. The powers of the Association shall also be as set
forth in the Declaration and By-Laws.
Section 3.3 Powers: Specific
The powers of the Association shall include but not be limited to the following:
A. To make and collect annual and special assessments to defray the costs,
expenses and losses of the Association, and to use the funds in the
exercise of its powers and duties; and to levy and collect Charges.
B. To protect, maintain, repair, replace and operate the Properties pursuant to
the Governing Documents.
C. To purchase insurance upon the Properties for the protection of the
Association and its members, as required by law.
D. To make improvements of the Properties.
E. To reconstruct improvements after casualty.
F. To make, amend, and enforce reasonable rules and regulations governing
the use of the Properties, the operation of the Association, and including the
frequency, time, location, notice and manner of the inspection and copying
of official records.
G. To contract for the management and maintenance of the Properties and
Association, and to delegate any powers and duties of the Association in
connection therewith except such as are specifically required by the
Declaration to be exercised by the Board of Directors or the membership
of the Association.
H. To employ accountants, attorneys, architects, and other professional
personnel to perform the services required for proper operation of the
Properties and the Association.
I. To purchase a Lot, but only at sales in foreclosure of liens for assessments
for common expenses, at which sales the Association shall bid no more
than the amount of the judgment plus interest and publication costs.
ARTICLE IV
MEMBERSHIP AND VOTING IN THE ASSOCIATION
The Members of the Association shall be as provided in Section 1.20 of the Declaration. The
Owners of each Lot, collectively, shall be entitled to that vote as set forth in the By-Laws,
and the manne r of exercising voting rights shall be as set forth in the By-Laws.
B-2
ARTICLE V
DIRECTORS
Section 5.1 General. The method of election of Directors shall be as set forth in the By-
Laws. Other provisions regarding Directors, including their qualifications, meetings, removal
and resignation, are as contained in the By-Laws.
Section 5.2 First Board of Directors. The names and addresses of the members of the first
Board of Directors who shall hold office until their successors are elected and have taken
office, as provided in the By-Laws, are as follows:
NAME
ADDRESS
Joseph F. Basile, Jr.
1222 Sandpiper Lane
Lantana, Florida 33462
Daniel Sanders
1343 Thornbank Lane
West Palm Beach, Florida 33411
Lisa A. Basile
1222 Sandpiper Lane
Lantana, Florida 33462
ARTICLE VI
OFFICERS
Section 6.1 General. The affairs of the Association shall, to the extent delegated by the
Board of Directors, be administered by the officers holding the offices designated in the By-
Laws. Other provisions regarding officers, including their appointment, removal and
resignation, are as provided in the By-Laws.
Section 6.2 First Officers. The names and addresses of the first officers who shall serve
until their successors are designated by the Board of Directors are as follows:
Office
Name
Address
Vice President
Daniel Sanders
1222 Sandpiper Lane
Lantana, Florida 33462
1343 Thornbank Lane
West Palm Beach, Florida 33411
1222 Sandpiper Lane
Lantana, Florida 33462
President
Joseph F. Basile, Jr.
Secretary/
Treasurer
Lisa A. Basile
B-3
ARTICLE VII
BY-LAWS
The initial By-Laws of the Association have been adopted by the Board of Directors, and may
be altered, amended or rescinded by the vote of both the Board of Directors and Members of
the Association in the manner provided in the By-Laws; with the vote of the Board alone
permitted only if and as permitted in the By-Laws.
ARTICLE VIII
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Amendments to these Articles shall be proposed and adopted in the following manner:
Section 8.1 Prooosal. Amendments to these Articles may be proposed by the Board of
Directors or by written petition signed by the owners of one-fourth (1/4) of the Lots.
Section 8.2 Procedure: Notice and Format. Upon any amendment or amendments to these
Articles being proposed as provided above, the proposed amendment or amendments shall
be submitted to a vote of the members not later than the next annual meeting, unless
insufficient time to give proper notice remains before that meeting. Any amendment may be
considered at the annual or a special members meeting. The full text of any amendment to
the Articles shall be included in the notice of the Owners' meeting of which a proposed
amendment is considered by the Owners. New words shall be inserted in the text by
underlining and words to be deleted shall be lined through with hyphens; however, if the
proposed change is so extensive that this procedure would hinder, rather than assist, the
understanding of the proposed amendment, it is not necessary to use underlining and
hyphens as indicators of words added or deleted, but, instead, a notation must be inserted
immediately preceding the proposed amendment in substantially the following language:
"Substantial rewording of Articles. See provision _ for present text."
Section 8.3 Vote Reauired. Except as otherwise provided by Florida law, or by special
provisions in the Governing Documents, these Articles may be amended by concurrence of a
majority of the entire Board of Directors and a majority of the voting interests of the entire
membership of the Association. If the amendments were proposed by a written petition
signed by the Owners pursuant to Section 8.1 above, the concurrence of the Board of
Directors shall not be required.
Section 8.4 Certificate: Recording and Effective Date. A copy of each Amendment shall be
filed with the Secretary of State pursuant to the provisions of applicable Florida law, and a
copy certified by the Secretary of State shall be recorded in the Public Records of the
County. The Amendment shall be effective when the Certificate and copy of the
Amendment, and any joinders and consents required, are recorded in the Public Records of
the County. The certificate must identify the Book and Page of the Public Records where the
Articles are recorded.
B-4
Section 8.5 Provisos. Notwithstanding any provision in these Articles to the contrary, the
following shall apply:
A. So long as the Developer controls the Board of Directors as provided for in
the By-Laws, these Articles may be amended by the vote of the Developer
alone; and after such control is relinquished, so long as the Developer owns
any Lot in the Community, no amendment may be made without the written
consent and joinder of the Developer.
B. No amendment shall operate to unlawfully discriminate against any Lot or
class or group of Lots.
C. No amendment shall diminish or impair any of the rights, privileges, powers
and/or options provided in these Articles in favor of or reserved to record
owners of any institutional mortgages unless the Institutional Mortgagee
shall join in the execution of the amendment.
D. An amendment to these Articles that adds, changes or deletes a greater or
lesser quorum or voting requirement must meet the same quorum
requirement and be adopted by the same vote required to take action under
the quorum and voting requirements then in effect or proposed to be
adopted, whichever is greater.
E. Article X of these Articles may be amended by the vote of a majority of the
entire membership of the Board of Directors, without the need for
membership approval, if a statement of change of registered agent and/or
office is filed with the Secretary of State.
ARTICLE IX
TERM
The term of the Association shall be perpetual.
ARTICLE X
INCORPORATOR
The name and address of the person signing these Articles of Incorporation is Joseph F.
Basile, Jr.
ARTICLE XI
REGISTERED AGENT AND REGISTERED OFFICE
The initial Registered Office of the Association shall be 1222 Sandpiper Lane, Lantana,
Florida 33462, with the privilege of havin~ its office and branch office at other places within
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or without the State of Florida. The initial Registered Agent at that address shall be Joseph F.
Basile, Jr.
IN WITNESS WHEREOF I have set my hand and seal this
. 1996.
day of
By:
Witness
Joseph F. Basile, Jr.
Witness
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this _ day of
1996, by Joseph F. Basile, Jr., who is personally known to me or who has produced
(if left blank, personal knowledge existed) as identification and who did take
an oath.
NOTARY PUBLIC:
Sign
Print
State of Florida
My commission expires:
ACCEPTANCE OF REGISTERED AGENT
Having been named as Registered Agent to accept service of process of CEDAR RIDGE
COMMUNITY ASSOCIATION, INC., at the place designated in these Articles, I agree to act in
the capacity and I further agree to comply with the provisions of all Statutes relative to the proper
and complete performance of my duties.
DATED THIS _ day of
,1996.
REGISTERED AGENT:
JOSEPH F. BASILE, JR.
Print
c:\wpdocs\cedaridg\article.mas
B-6
EXHIBIT "C"
BY-LAWS OF
CEDAR RIDGE COMMUNITY ASSOCIATION, INC.
TABLE OF CONTENTS
Section 1. GENERAL
1 . 1 Seal
1.2 Definitions
. . . . . . . . . . . . . . . . . . . . C-1
. . . . . . . . . . . . . . . . . . . . C-1
. . . . . . . . . . . . . . . . . . . . C-1
Section 2. MEMBERSHIP AND VOTING RIGHTS .................... C-1
2.1 Qualifications
2.2 Change in Membership
2.3 Termination of Membership
2.4 Voting Interests; Votes
2.5 Approval or Disapproval of Matters
Section 3. MEMBERS MEETING
. . . . . . . . . . . . . . . . . . . . C-1
. . . . . . . . . . . . . . . . . . . . C-1
. . . . . . . . . . . . . . . . . . . . C-1
. . . . . . . . . . . . . . . : . . . . C-2
. . . . . . . . . . . . . . . . . . . . C-2
. . . . .. .. . . . . . . . . . . . . C-2
3.1 Annual Meeting . . . . . . . . . . . . . . . . . . . . C-2
3.2 Election Meeting . . . . . . . . . . . . . . . . . . . . C-2
3.3 Special Meeting . . . . . . . . . . . . . . . . . . . . C-3
3.4 Court-Ordered Meeting . . . . . . . . . . . . . . . . . . . . C-3
3.5 Notice of Members' Meetings . . . . . . . . . . . . . . . . . . . . C-3
3.6 Waiver of Notice . . . . . . . . . . . . . . . . . . . . C-4
3.7 Members' List for Meeting . . . . . . . . . . . . . . . . . . . . C-4
3.8 Proxies . . . . . . . . . . . . . . . . . . . . C-5
3.9 Association's Acceptance of Votes . . . . . . . . . . . . . . . . . . . . C-6
3.10 Vote Required, Membership Participation ................... C-7
3.11 Quorum . . . . . . . . . . . . . . . . . . . . C-8
3.12 Adjourn ment of the Meeting . . . . . . . . . . . . . . . . . . . . C-8
3.13 Order of Business . . . . . . . . . . . . . . . . . . . . C-9
3.14 Minutes of Meeting . . . . . . . . . . . . . . . . . . . . C-8
Section 4. BOARD OF DIRECTORS; COMMITTEES. . . . . . . . . . . . . . . . . . . . C-9
4.1 Number and Term of Service
4.2 Nominations and Elections
4.3 Resignation of Directors
4.4 Removal of Directors (Recall)
4.5 Vacancy on the Board
4.6 Meetings of the Board of Directors
4.7 Notice of Board Meetings; Agenda
4.8 Quorum and Voting
. . . . . . . .. . . ... . . . .. . C-9
. . . . . . . . . . . . . . . . . . . . C-9
. . . . . . . . . . . . . . . . . . . C-10
. . . . . . . . . . . . . . . . . . . C-10
. . . . . . . . . . . . . . . . . . . C-11
. . . . . . . . . . . . . . . . . . . C-12
. . . . . . . . . . . . . . . . . . . C-13
. . . . . . . . . . . . . . . . . . . C-14
4.9 Owners Rights at Board Meetings . . . . . . . . . . . . . . . . . . . C-15
4.10 The Presiding Officer . . . . . . . . . . . . . . . . . . . C-15
4.11 Order of Business . . . . . . . . . . . . . . . . . . . C-15
4.12 Joinder in Meeting by Approval of Minutes ................. C-15
4.13 Minutes of Meeting . . . . . . . . . . . . . . . . . . . C-16
4.14 Failure to Elect Director Quorum . . . . . . . . . . . . . . . . . . . C-16
4.15 Comm ittees . . . . . . . . . . . . . . . . . . . C-16
4.16 Developer Control of the Board of
Directors; Transfer of Board and
Association Control from the Developer ................... C-17
Section 5.
OFFICERS
C-18
5.1 Officers - Required; Appointm ent;
Removal; Resignation; Vacancies
5.2 President
5.3 Vice-Presidents
5.4 Secretary
5.5 Treasurer
5.6 Special Duty
. . . . . . . . . . . . . . . . . . . C-18
. . . . . . . . . . . . . . . . . . . C-19
. . . . . . . . . . . . . . . . . . . C-19
. . . . . . . . . . . . . . . . . . . C-19
. . . . . . . . . . . . . . . . . . . C-19
. . . . . .. . . . .. . . . . . . . C-20
Section 6. COMPENSATION OF DIRECTORS, OFFICERS
AND COMMITTEE OR ARB MEMBERS. . . . . . . . . . . . . . . . . . . C-20
Section 7. FISCAL MATTERS
. . ... . . . . . . . . . . . . . . C-20
7.1 Annual Budget
7.2 Annual Assessments
7.3 Special Assessments
7.4 Acceleration of Assessments
7.5 Depository
7.6 Financial Reporting
7.7 Fiscal Year
7.8 Annual Election of Income
Reporting Method
. . . . ... . . . . . . . . . . . . C-20
. . . . .. . . . . . . .. . . . . . C-20
. . . . . . . . . . . . . . . . . . . C-21
. . . . . . . . . . . . . . . . . . . C-21
. .. . . . ... . . . . . . .. . . C-22
... . . . ... . . . . . . . . .. C-22
. .. . . . . ... . .. . .. . . . C-22
C-22
Section 8. SYSTEM OF FINES FOR NON-COMPLIANCE. . . . . . . . . . . . . . C-22
8.1 Authority and Scope . . . . . . . . . . . . . . . . . . . C-22
8.2 Owner is Liable . . . . . . . . . . . . . . . . . . . C-22
8.3 Written Notice Required; Contents . . . . . . . . . . . . . . . . . . . C-23
8.4 Level of Fines . . . . . . . . . . . . . . . . . . . C-23
8.5 Record Keeping . . . . . . . . . . . . . . . . . . . C-23
8.6 Hearing Before the Hearings Comm ittee . . . . . . . . . . . . . . . . . . . C-23
8.7 Collection of the Fine . . . . . . . . . . . . . . . . . . . C-24
8.8 Concurrent Remedies . . . . . . . . . . . . . . . . . . . C-24
Section 9. PARLIAMENTARY RULES . . . . . . . . . . . . . . . . . . . C-24
Section 10. EMERGENCY BY-LAWS . . . . . . . . . . . . . . . . . . . C-24
Section 11. AMENDMENT OF THE BY-LAWS . . . . . . . . . . . . . . . . . . . C-25
11.1 Proposal . . . . . . . . . . . . . . . . . . . C-25
11.2 Proced ure; Notice and Format . . . . . . . . . . . . . . . . . . . C-25
11.3 Vote Required . . . . . . . . . . . . . . . . . . . C-26
11.4 Certificate; Recording; Effective Date . . . . . . . . . . . . . . . . . . . C-26
11.5 Provisos . . . . . . . . . . . . . . . . . . . C-26
Section 12. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . C-27
12.1 Imposed . . . . . . . . . . . . . . . . . . . C-27
12.2 Insurance . . . . . . . . . . . . . . . . . . . C-28
c:\wpdocs\cedaridg\bylmas.tbl
BY-LAWS
OF
CEDAR RIDGE COMMUNITY ASSOCIATION. INC.
(A Corporation not-for-profit under the laws of the State of Florida)
Section 1. GENERAL. These are the Amended and Restated By-Laws of CEDAR
RIDGE COMMUNITY ASSOCIATION, INC., hereinafter the "Association", a corporation
not for profit organized under the laws of Florida.
1.1 Seal. The seal of the Association shall be inscribed with the name of the
Association, the year of its organization, and the words "Florida" and "not for profit". The
seal may be used by causing it, or a facsimile of it, to be impressed, affixed, reproduced
or otherwise placed upon any document or writing of the corporation where a seal may
be required.
1.2 Definitions. The definitions set forth in the Declaration of Covenants and'
Restrictions of Cedar Ridge P.U.D., and in the Articles of Incorporation shall apply to
terms used in these By-Laws.
Section 2. MEMBERSHIP AND VOTING RIGHTS.
2.1 Qualifications. The members of the Association shall be as defined in
Section 1.20 of the Declaration, which is incorporated into this Section by reference.
2.2 Change in MembershiD. A change of membership shall be established and
become effective by recording in the public records of the County, a deed or other similar
instrument and by delivery to the Association of a copy of such instrument. The failure
of a new record owner to deliver a copy of such instrument to the Association shall not
deprive the new record owner of membership in the Association.
2.3 Termination of MembershiD. The termination of membership in the
Association does not relieve or release a former member from liability or obligation
incurred in, or in any way connected with, the Community during the period of his
membership, nor does it impair any rights or remedies which the Association may have
against any former Owner arising out of, or in any way connected with, such ownership
and membership and the covenants and obligations incident to same.
C-1
2.4 Voting Interests: Votes. Each Member of the Association is entitled to one
(1) vote for each Lot owned by him/her. The vote of a Lot is not divisible. If a Lot is
owned by one natural person, his/her right to vote shall be established by record title to
the Lot. If a Lot is owned jointly by two or more natural persons, that Lot's vote may be
cast by anyone of the record Owners. Votes may be cast for Lots owned under a trust
arrangement, by any trustee. Votes may be cast by Lots owned by a business-named
partnership by any general partner. Votes may be cast by Lots owned by a corporation
by any officer of the corporation or any other person perm itted to cast the vote pursuant
to F.S. 617.0721(3). Votes may be cast for Lots owned by an estate in probate, by any
- personal representative of the estate. If two or more Owners of a Lot do not agree
among themselves how their one vote shall be cast, that vote shall not be counted for any
purpose. Votes may be cast in person or by proxy.
A. Proviso.
There are places in these By-Laws where it is provided that only the
Members either in Cedar Ridge Estates or in Cedar Ridge
Townhomes are entitled to vote on a matter, and in such event, all
reference to voting and quorum shall mean only the Members in the
particular developm ent.
2.5 Approval or Disapproval of Matters. Whenever the decision or approval of
an Owner is required upon any matter, whether or not the subject of an Association
meeting, such decision shall be expressed by the same person who would cast the vote
of such Lot if in an Association meeting, unless the joinder of record owners is specifically
required.
Section 3. MEMBERS MEETINGS.
3.1 Annual Meeting. The annual meeting shall be held in the County each year
between June 30th and July 15th at a day, place and time designated by the Board of
Directors.
3.2 Election Meeting. The election meeting shall be held in the County each
year as part of the annual meeting, for the purpose of electing Directors.
C-2
3.3 Special Meeting. Special members meetings must be held whenever called
by the president or by a majority of the Board of Directors, and must be promptly called
by the president upon the president's or secretary's receipt of a written petition signed and
dated by at least one third (1/3) of the voting interests of the membership. Such petition
shall state the purpose(s) of the meeting. The business at any special meeting shall be
limited to the items specified in the petition, and contained in the notice of meeting.
3.4 Court-Ordered Meeting. The circuit court of the County may, after notice
to the Association, order a meeting of the members to be held:
A. On application of any member of the Association entitled to vote in
an annual meeting if an annual meeting has not been held within any
13-month period; or
B. On application of a member who signed a demand for a special
meeting valid under Section 3.3 above, if:
1. Notice of the special meeting was not given within sixty (60)
days after the date the demand was delivered to the
Association's secretary or president; or
2. The special meeting was not held in accordance with the
notice.
,f
The court may fix the time and place of the meeting, determine the members entitled to
participate in the meeting, specify a record date for determining members entitled to
notice of and to vote at the meeting, prescribe the form and content of the meeting notice,
and enter other orders as may be appropriate.
3.5 Notice of Members' Meetinas. Notice of all annual and special members
meetings must state the time, date, and place of the meeting. Notice of all annual and
special meetings shall be sent by first class mail to each Owner at his address as it
appears on the books of the Association. Notice of an annual or special members
meeting may, alternatively, be delivered in person if a written waiver of mailing is
obtained. The notice must be mailed or delivered at least fourteen (14) days, but not
more than sixty (60) days, prior to the date of the meeting, and must also state the
intended agenda for the meeting.
C-3
3.6 Waiver of Notice.
A. A member may waive any notice of a meeting of the members
before or after the date and time stated in the notice. The waiver
must be in writing, be signed by the member entitled to the notice,
and be delivered to the Association for inclusion in the minutes or
filing with the corporate records. Neither the business to be
transacted at nor the purpose of any regular or special meeting of
the members need be specified in any written waiver of notice.
B. A member1s attendance at a meeting, either in person or by proxy:
1. Waives objection to lack of notice or defective notice of the
meeting, unless the member at the beginning of the meeting
objects to holding the meeting or transacting business at the
meeting; or
2. Waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described
in the meeting notice, unless the member objects to
considering the matter when it is presented.
3.7 Members' List for Meeting.
A. After the mailing of notice of any meeting, the Association shall
prepare an alphabetical list of the names and addresses of all its
members who were mailed notice of the meeting. This list shall be
updated as memberships change up to the date of the meeting.
B. The membersl list must be available for inspection by any member
f~r a period of ten (10) days prior to the meeting and continuing up
to the start of the meeting at the Association1s principal office or at
a place identified in the meeting notice in the city/town where the
meeting will be held. A member or his agent or attorney is entitled
on written demand to inspect the list during regular business hours
and at his expense, during the period it is available for inspection.
C-4
C. The Association shall make the members' list available at the
meeting, and any member or his agent or attorney is entitled to
inspect the list at any time up to the start of the meeting or any
adjou rnm ent.
D. The members' list is prima facie evidence of the identity of members
entitled to examine the members' list or to vote at meeting of
members.
E. If the requ irements of this Section 3.7 have not been substantially
complied with or if the Association refuses to allow a member or his
agent or attorney to inspect the members' list before or at the
meeting, the following shall apply: The meeting shall be adjourned
until such requirements are complied with on the demand of any
member in person or by proxy who failed to get such access, or, if
not adjourned upon such demand and such requirements are not
complied with, the circuit court of the County on application of the'
member, may summarily order the inspection or copying at the
Association's expense and may postpone the meeting for which the
list was prepared until the inspection or copying is complete.
F. Refu,sal or failure to comply with the requirements of this Section 3.7
shall not affect the validity of any action taken at the meeting.
3.8 Proxies. A proxy may be given by any person entitled to vote, and shall be
valid only for the specific meeting for which it was originally given and/or any lawful
adjournment of that meeting. No proxy shall be valid for a period longer than ninety (90)
days after the date of the first meeting for which it was given. Every proxy shall be
revocable at the pleasure of the person executing it. To be valid, a proxy must be in
writing, dated, and signed by the person authorized to cast the vote for the Lot, and must
be delivered to the secretary at or before the adjournment of the particular meeting. An
executed original, an executed telegram or cablegram appearing to have been transmitted
by the authorized person, or a photographic, photostatic, facsimile or equivalent
reproduction of a proxy form are all valid. Holders of proxies need not be members. The
holder shall have the right, if the proxy so provides, to substitute another person to hold
the proxy. The proxy may name the Board of Directors as the proxy holder, in which
case the proxy shall be voted in the manner determined by resolution of the Board.
C-5
Subject to Section 3.9 of these By-Laws and to any express limitation on the proxy's
authority appearing on the face of the proxy form, the Association is entitled to accept the
proxy's vote or other action as that of the member appointing the proxy.
3.9 Association's Acceptance of Votes.
A. If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a member, the Association if acting in
good faith is entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the member.
B. If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its member, the Association if
acting in good faith is nevertheless entitled to accept the vote,
consent, waiver, or proxy appointm ent and give it effect as the act
of the member if:
1. The member is an entity and the name signed purports to be
that of an officer or agent of the entity;
2. The name signed purports to be that of an administrator,
executor, guardian, personal representative, or conservator
representing the member and, if the Association requests,
evidence of fiduciary status acceptable to the Association has
been presented with respect to the vote, consent, waiver, or
proxy appointment;
3. The name signed purports to be that of a receiver, trustee in
bankruptcy, or assignee for the benefit of creditors of the
member and, if the Association requests, evidence of this
status acceptable to the Association has been presented with
respect to the vote, consent, waiver, or proxy appointment;
4. The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the member and, if the
Association requests, evidence acceptable to the Association
of the signatory's authority to sign for the member has been
C-6
presented with respect to the vote, consent, waiver, or proxy
appointment; or
5. Two or more persons are the member as cotenants or
fiduciaries and the name signed purports to be the name of
at least one of the coowners and the person signing appears
to be acting on behalf of all the coowners.
C. The Association is entitled to reject a vote, consent, waiver, or proxy
appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt
about the validity of the signature on it or about the signatory's
authority to sign for the member.
D. The Association and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this Section 3.9 are not liable in
damages to the member for the consequences of the acceptance or
rejection.
E. Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this Section 3.9 is valid
unless a court of competent jurisdiction determines otherwise.
3.10 Vote Reauired. Membershio Particioation. If a quorum exists, action on a
matter (other than the election of Directors) by the members is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the Governing
Documents or applicable law require a greater number of affirmative votes. Any member
may speak with reference to all designated agenda items, subject to reasonable written
Rules and Regulations adopted by the Board of Directors governing the frequency,
duration and manner of members' statements; any of such Rules and Regulations shall
yield for a particular meeting to the extent that two-thirds of the voting interests at the
meeting determ ine so. An Owner shall have the right to tape record or videotape a
members' meeting, subject to any applicable written Board rules on the subject.
Notwithstanding the foregoing to the contrary, no Owner may videotape or tape record
at any Owners' meeting unless the Owner provides written notice of his or her intention
C-7
to do so, which notice is received by the Association no later than twenty-four (24) hours
prior to the scheduled time and date for the meeting.
3.11 Quorum. The quorum for the annual (including election) and special
members. meetings shall be 30% of the voting interests of the entire membership of the
Association. After a quorum has been established at a members' meeting, the
subsequent withdrawal of members, so as to reduce the number of voting interests
entitled to vote at the meeting below the number required for a quorum, shall not affect
the validity of any action taken at the meeting or any adjournment.
3.12 Adiournment of the Meeting. Any duly called meeting of the members may
be adjou rned to a later date by the vote required under Section 3.10 of these By-Laws,
regardless of whether a quorum has been attained. A new notice of the adjourned
meeting shall be given. Any business which might have been conducted at the meeting
as originally scheduled may be conducted at the continued meeting.
3.13 Order of Business. The order of business at members meetings shall be
substantially as follows:
A. Call to order by the president (or other officer in the absence of the
president)
B. Appointment of a chairperson, only if the president is absent;
otherwise, the president chairs the meeting
C. Appointment of a parliamentarian
D. Call of the roll or certification of quorum
E. Proof of notice of meeting or waiver of notice
F. Minutes of last members meeting - read or waive reading
G. Reports of officers
H. Reports of Committees
C-8
I. Election of Directors (where appropriate)
J. Unfinished business
K. New business
L. Adjourn ment
3.14 Minutes of Meetings. The minutes of all meetings of the membership shall
be kept in a book available for inspection by members and/or their authorized
representatives at any reasonable time. Member(s) of the Association and their
authorized representatives shall have the right to make handwritten notations from the
minutes, and to receive photocopies of the Minutes at the cost of the member(s)
concerned. The Board of Directors shall establish such cost, not to exceed the limitations
imposed by law from time to time. Minutes shall be retained for a period of not less than
seven (7) years after the date of the meeting.
Section 4. BOARD OF DIRECTORS: COMMITTEES.
The administration of the affairs of the Association shall be by a Board of Directors, with
each Director having a fiduciary relationship with the Owners. All powers and duties
granted to the Association by law, as modified and explained in the Governing
Documents, shall be exercised by the Board, subject to approval or consent of the
Owners only when such is specifically required. An Owner does not have the authority
to act for the Association by reason of being an Owner.
4.1 Number and Term of Service. The affairs of the Association shall be
managed initially by a Board of three (3) Directors selected by the Developer, and
thereafter by a Board consisting of five (5) persons.
4.2 Nominations and Elections. Beginning with the meeting of the Owners
called pursuant to Section 4.16 below, the following provisions shall apply: At each
annual meeting, the board of directors of Cedar Ridge Estates Property Owners'
Association, Inc. shall present a slate of two persons who shall serve as two of the five
persons on the Board, and the board of directors of Cedar Ridge Townhomes
Association, Inc. shall present a slate of three persons who shall serve as three of the five
persons on the Board. All such persons on each slate shall be directors of their
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respective Subassociation. There shall be no voting for Directors by the Owners.
4.3 Resignation of Directors. A Director may resign at any time by delivering
written notice to the Board of Directors or to the president or secretary. A resignation is
effective when the notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later date, the vacancy may be filled before the
effective date if it is provided that the successor does not take office until the effective
date. A written resignation once tendered cannot be rescinded. Oral resignations shall
not be considered effective.
A. Notwithstanding the foregoing to the contrary, when a Director
ceases to be a director of his or her respective Subassociation, then
such Director shall be deemed to have automatically resigned.
4.4 Removal of Directors (Recall). Any or all Directors elected or appointed by
Cedar Ridge Estates may be removed with or without cause by a majority of the voting
interests in Cedar Ridge Estates, and any and all Directors elected or appointed by Cedar
Ridge Townhomes may be removed with or without cause by a majority of the voting
interests in Cedar Ridge Townhomes, either by a written agreement or at any meeting
called for that purpose.
A. By Written Agreem ent. If a proposed recall is sought by written
agreement, a separate agreement is required for each member of
the Board being recalled.
B. By Soecial Meetina. A special meeting for the purpose of recall may
be called by ten percent (10%) of the voting interests in the particular
development or shall be called if demand is made pursuant to
Section 3.3 of these By-Laws. The notice of the meeting must be
accompanied by a dated copy of a signature list of at least ten
percent (10%) of the voting interests, stating that the purpose of the
signatures is for recall. The notice of meeting shall specify a person,
other than a Board member, subject to that recall, who shall call the
meeting to order and determine whether a quorum is present. The
failure of the notice to so designate a person shall not invalidate an
otherwise valid notice. The meeting must be held not less than
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fourteen (14) days nor more than sixty (60) days from the date notice
is given. The first order of business, upon the determination that a
quorum of the particular development exists, shall be the election of
a presiding officer for that meeting who shall be a person other than
a Director subject to that recall. The proposed recall of more than
one member of the Board shall require a separate vote for each
member sought to be recalled. The foregoing procedure shall apply
notwithstanding any other provision in these By-Laws to the contrary.
C. Proviso. Notwithstanding the foregoing to the contrary, all vacancies
in Directorships during Developer control of the Board of Directors
of the Association shall be filled by the Developer. Notwithstanding
any provision to the contrary in these By-Laws, until the date on
which the Developer relinquishes control of the Board of Directors of
the Association as provided in Section 4.16 below, neither the
Directors of the Association named in the Articles of Incorporation,
nor any Directors named by the Developer to replace them, shall be
subject to removal by members other than the Developer. Such
Directors may be removed and replaced by the Developer without
the necessity of any meeting of the Board or of the Association.
4.5 Vacancy on the Board.
A. A Vacancy Other Than in Connection with Recall by Soecial Meeting.
If the office of any director becomes vacant for any reason, other
than recall by special meeting referred to in Section 4.4. B above, a
majority of the remaining Directors, through less than a quorum, shall
choose a successor or successors who shall hold office for the
unexpired term of his predecessor in office. A vacancy that will
occur at a specific later date (by reason of a resignation effective at
a later date) may be filled before the vacancy occurs but the new
Director may not take office until the vacancy occurs.
Notwithstanding the foregoin g to the contrary:
1. Any vacancies due to the resignation or death of a Developer
appointed Director shall be filled by the Developer; any
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vacancies so filled by the Developer may be so done without
the necessity of any Board meeting or reference in the
minutes of a Board meeting.
2. As to non-Developer appointed/elected Directors: A
candidate for each vacancy shall be presented by the board
of directors of the Subassociation which initially elected or
recommended the vacating Director, which recommendation
the Board of Directors must accept as the person to fill the
vacancy.
B. Vacancy in Connection with Recall bv Soecial Meeting.
If a vacancy occurs on the Board as a result of recall at a meeting
as provided for in Section 4.4.B above, the vacancy shall be filled by
at that same meeting, by decision of the board of directors of the
Subassociation which initially elected or recommended the recalled
Director. Any Director recalled shall not be eligible for re-election
until the next annual meeting of the members.
4.6 Meetings of the Board of Directors.
A. Organizational Meeting. The organizational meeting of a new Board
of Directors shall be held within ten (10) days after the election of
new Directors, at such place and time as may be fixed by the
Directors at the annual meeting at which they were elected.
B. Regular Meetings. Regular meetings of the Board of Directors may
be held at such time and place as shall be determined, from time to
time, by a majority of the Directors.
C. Soecial Meetings. Special meetings of the Directors may be called
by the president, and must be called by the president or secretary at
the written request of a majority of the Directors.
D. Adiourned Meetings. Any duly called meeting of the Board of
Directors may be adjourned to a later date by a vote of the majority
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of the Directors present, regardless of whether a quorum has been
attained. No notice of adjournment is required to be given to any
Director who was not present at the time of adjournment. Any
business which might have been conducted at the originally
scheduled meeting may be conducted at its continuance.
E. Telephone Conference. The Board of Directors may permit any or
all Directors to participate in a regular or special meeting by, or
conduct the meetings through the use of a telephone conference.
A Director participating in a meeting by this means is deemed to be
present in person at the meeting.
4.7 Notice of Board Meetings: Aaenda.
A. Notice to Directors. Notice of the time and place of meetings shall
be given to each Directors, personally or by mail, telephone or
telegraph, and shall be transmitted three (3) days prior to the
meeting; notwithstanding the foregoing to the contrary, no notice
need be given to Directors of a meeting if it is a regular meeting
which is held on the same date of each month. Notice of all
meetings shall state the agenda for the meeting, including any details
of any (annual or special) assessment which will be discussed,
considered or approved.
B. Waiver of Notice bv Directors. Notice of a meeting of the Board of
Directors need not be given to any Director who signs a waiver of
notice either before or after the meeting. Attendance of a Director
at a meeting shall constitute a waiver of notice of such meeting and
a waiver of any and all objections to the place of the meeting, the
time of the meeting, or the manner in which it has been called or
convened; except when a Director states, at the beginnin g of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or
convened.
C. Notice to Owners. Notices of all Board meetings must be posted in
a conspicuous place in the Common Area at least forty-eight (48)
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hours in advance of the meeting, except in an emergency. In the
alternative, if notice is not posted in a conspicuous place in the
Common Area, notice of each Board meeting must be mailed or
delivered to each member at least seven (7) days before the
meeting, except in an emergency. An assessment may not be levied
at a Board meeting unless the notice of the meeting includes a
statement that an assessment will be considered and the nature of
the assessment.
D Agenda. The notice of any Board meeting may but shall not be
required to identify agenda items, except that when an annual
assessment shall be considered, the notice must state that the
annual assessment will be considered.
4.8 Quorum and Voting.
A. Quorum. A quorum at a Board meeting shall be attained by the
presence in person of a majority of the entire Board of Directors.
B. Vote Reauired. The acts approved by a majority of those Directors
present and voting at a meeting at which a quorum has been
attained shall constitute the acts of the Board of Directors, except
when approval by a greater number of Directors is required by the
Governing Documents or by applicable statute. Directors may not
vote by proxy or by secret ballot at Board meetings, except that
Directors may vote by secret ballot for the election of officers. So
long as required by the corporate statute as amended from time to
time, a vote or abstention for each Board member present shall be
recorded in the minutes of the Board meeting.
C. Presumotion of Assent. A Director who is present at a meeting of
the Board, inclusive of the president, shall be deem ed to have voted
in favor of any action taken, unless:
1. He objects at the beginning of the meeting (or promptly upon
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his arrival) to holding it or transacting specified business at
the meeting; or
2. He votes against or abstains from the action taken due to a
conflict of interest. An abstention for any other reason shall
be considered an affirmative vote.
4.9 Owners Rights at Board Meetings. Meetings of the Board of Directors shall
be open to all members to attend and observe. Any Owner may tape record or videotape
meetings of the Board of Directors, subject to any applicable and written Rules and
Regulations adopted by the Board of Directors. Notwithstanding the foregoing to the
contrary, no Owner may videotape or tape record at any Board meeting unless the Owner
provides written notice of his or her intention to do so, which notice is received by the
Association no later than twenty-four (24) hours prior to the scheduled time and date for
the meeting.
4.10 The Presiding Officer. The president of the Association, or in his absence,
the vice-president, shall be the presiding officer at all meetings of the Board of Directors.
If neither is present, the presiding officer shall be selected by majority vote of those
Directors present.
4.11 Order of Business. The order of business at meetings of the Directors, as
appropriate, shall be:
A. Calling of roll
B. Proof of notice of meeting or waiver of notice
C. Reading and disposal of any unapproved minutes of Board meetings
D. Reports of officers and committees
E. Election of officers (if any)
F. Unfinished business
G. New business
H. Adjournment
4.12 Joinder in Meeting by Aooroval of Minutes. A Director may join in the action
of a meeting by signing and concurring in the minutes of that meeting. That concurrence,
however, shall not constitute the presence of that Director for the purpose of determining
a quorum.
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4.13 Minutes of Meeting. The minutes of all meetings of the Board of Directors
shall be kept in a book available for inspection by members of the Association and/or their
authorized representative(s) at any reasonable time. These individuals shall have the
right to make written notations from the minutes, and to receive photocopies thereof at
the cost of the member concerned. The Board of Directors shall establish such cost, not
to exceed the limitations imposed by law from time to time. Minutes shall be retained for
a period of not less than seven (7) years after the date of the meeting.
4.14 Failure to Elect Director Quorum. If the Association or the Board of
Directors fails to fill vacancies on the Board of Directors sufficient to constitute a quorum,
any member of the Association may apply to the circuit court of the County for the
appointment of a receiver to manage the affairs of the Association. At least thirty (30)
days prior to applying to the circuit court, the member shall mail to the Association and
post conspicuo usly on the Common Area, a notice describing the intended action, giving
the Association time to fill the vacancies. If during such time the Association fails to fill
the vacancies, the Member may proceed with the petition. If a receiver is appointed, the
Association shall be responsible for the salary of the receiver and reasonable court costs
and reasonable attorneys' fees incurred by the petitioner(s). The receiver shall have all
the powers and duties of a duly constituted Board of Directors and shall serve as such
until the Association fills vacancies on the Board sufficient to constitute a quorum.
4.15 Comm ittees.
A. Standina and Soecial Comm ittees. The Board of Directors, by
resolution, may appoint committees to assist in the conduct of the
affairs of the Association.
B. Executive Committee. The Board of Directors, by resolution, may
appoint an executive committee to consist of two or more members
of the Board. The executive committee shall have and may exercise
all of the powers of the Board in the management of the business
and affairs of the Association during the intervals between the
meetings of the Board insofar as may be permitted by law. The
executive committee, however, shall not have power to:
1. determine the common expenses required for the operation
of the Association and the Common Area;
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2. determine the assessments payable to the Owners to meet
the common expenses of the Association and the Common
Area;
3. adopt or amend Rules and Regulation s;
4. purchase or lease real property in the name of the
Association;
5. approve or recommend to Owners any actions or proposals
required by law or by the Governing Documents to be
approved by the Owners; and
6. fill vacancies on the Board of Directors or the Executive
Committee. Vacancies on the Executive Committee shall be
filled only by resolution of a majority of the entire Board of
Directors; and
7. those matters as prohibited by law, from time to time.
4.16 Develooer Control of the Board of Directors: Transfer of Board and
Association Control From The Develooer.
A. The Developer shall control the Board of Directors until the
happening of the event(s) described in Section 4.16.B below.
B. The control of the Board of Directors shall be relinquished by the
Developer and assumed by the Owners other than the Developer by
the call of a special (or annual) meeting of the Owners to be held
within three (3) months after 90% of all Lots in the Community have
been sold and closed by the Developer. Notwithstanding the
foregoing, the Developer shall be entitled to relinquish control of the
Board of Directors of the Association at such time prior to such date
as the Developer may determine in its sole discretion; such control
shall be relinquished by the calling and holding of a special (or
annual) meeting of the members of the Association.
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C. Upon the holding of the special (or annual) meeting described in
Section 4.16.B above, it shall be the affirmative obligation of the
board of directors of each Subassocia tion to elect a majority of the
Directors and for the Owners to thereby assume control of the Board
of Directors of the Association. Neither the Developer nor its
appointees shall be liable in any manner in connection with any
Board and/or officer resignations effected on the date of the meeting
so called, in the event of the failure or refusal of the Owners other
than the Developer to assume control of the Board of Directors, and
even in the event that a quorum of the Members is not obtained at
such meeting. When the Developer has relinquished control of the
Board of Directors of the Association, but so long as the Developer
is legal owner of at least 5% of the Lots, the Developer shall
automatically be entitled to appoint one (1) Director to the Board of
Directors, without approval from the Owners.
D. Upon the Developer's relinquishment of control of the Board of
Directors of the Association and the Owners assumption of control
of the Board, the Owners other than the Developer shall be deem ed
to have assumed control of the Association, as well as of the Board
of Directors.
Section 5. OFFICERS.
5.1 Officers - Reauired: Appointment: Removal: Resianation: Vacancies. The
executive officers of the Association shall be a president, and a vice-president, who shall
be Directors, and a treasurer and a secretary, who need not be Directors, all of whom
shall be elected annually by a majority vote of the entire Board. The Board of Directors
may, from time to time, appoint such other officers, and designate their powers and
duties, as the Board shall find to be required to manage the affairs of the Association.
If the Board so determines, there may be more than one vice-president. Any officer may
be removed with or without cause by vote of a majority of the entire Board at any Board
meeting. An officer may resign at any time by delivering notice to the Association. A
resignation is effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the Association
accepts the future effective date, the Board of Directors may fill the pending vacancy
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before the effective date if the Board of Directors provides that the successor does not
take office until the effective date.
5.2 President. The president shall be the chief executive officer of the
Association. He shall preside at all meetings of the members and Directors, shall have
general and active management of the business of the Association, and shall see that all
orders and resolutions of the Board are carried into effect. He shall give, or cause to be
given, notice of all meetings of the members and of the Board of Directors. He shall
execute bonds, mortgages, and other contracts requiring seal of the Association, except
where such are permitted by law to be otherwise signed and executed, and the power to
execute is delegated by the Board of Directors to some other officer or agent of the
Association.
5.3 Vice-Presidents. The vice-presidents, in the order of their seniority shall,
in the absence or disability of the president, perform the duties and exercise the power
of the president, and shall perform such other duties as the Board of Directors may
prescribe. "Absence" or "disability" shall be viewed on a case by case, duty by duty
basis, and as used herein, shall mean incapability of the president to effect a particular
duty under question, incident to the office of the president.
5.4 Secretary. The secretary shall attend all meetings of the Board of Directors
and all meetings of the members and shall cause all votes and the minutes of all
proceedings to be recorded in a book or books to be kept for the purpose, and shall
perform like duties for the standing committees and executive committee when required.
He shall maintain an accurate and up-to-date roster of Owners and their addresses. He
shall keep in safe custody the seal of the Association and, when authorized by the Board,
affix the seal to any instrument requiring it. The secretary shall be responsible for the
proper recording of all duly adopted amendments to the Governing Documents. Any of
the foregoing duties may be performed by the Assistant secretary, if one has been
designated.
5.5 Treasurer. The treasurer shall have responsibility for the custody of
Association funds and securities and the keeping of full and accurate accounts of receipts
and disbursements in books belonging to the Association. He shall cause all monies and
other valuable effects to be deposited in the name and to the credit of the Association in
such depositories as may be designated by the Board of Directors. He shall oversee
disbursement of the funds of the Association, making proper vouchers for such
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disbursements, and shall render to the president and Directors, at the regular meetings
of the Board, or whenever they may require it, an account of all his transactions as
treasurer and of the financial condition of the Association. Any of the foregoing duties
may be performed by an assistant treasurer, if any has been designated.
5.6 Special Duty. The Board shall from time to time delegate to one of its
officers, the responsibility for preparing minutes of Directors' and members' meetings and
for authenticating records of the Association. Should or to the extent that the Board shall
fail to delegate same, the responsibility shall lie with the secretary.
Section 6. COMPENSATION OF DIRECTORS. OFFICERS AND COMMITTEE
MEMBERS. Neither Directors, officers, nor committee members shall receive
compensation for their services as Directors, officer or committee member (as applicable).
Nothing herein shall preclude the Board of Directors from employing a Director, officer,
committee member for the management of the Association, or for any other service to be
supplied by such Director, officer, or committee member. Directors, officers, and
committee members shall be entitled to reimbursement for all actual and proper
out-of-pocket expenses, relating to the proper discharge of their respective duties.
Section 7. FISCAL MATTERS. The provisions for fiscal management of the Association
set forth in Section 5 of the Declaration shall be supplem ented by the following provisions:
7.1 Annual Budget. The Board of Directors shall at a meeting to be held no
later than December 1st preceding the budget year called for such purpose adopt an
annual budget for common expenses for each budget year, which shall run from January
1 through December 31 of the year, unless the Board votes otherwise. A copy of the
proposed budget and a notice stating the date, time and place of the Board meeting shall
be mailed to each Subassociation not less than fourteen (14) days prior to the date of
that meeting. The proposed budget shall be detailed and shall show the amounts
budgeted by accounts and expense classifications, and shall set out separately all fees
or charges for recreational amenities, regardless of who owns same. Reserves for
deferred maintenance and capital expenditures may, but shall not be required to, be
included in the annual budget; the failure of the Association to include reserves shall not
give any Owner or person any action against the Association or Developer for same.
7.2 Annual Assessments. Annual assessments based on the adopted budget
shall be paid in equal quarterly installments, in advance, due on the first days of January,
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April, July and October of every year, unless otherwise specified by the Board of
Directors. Written notice of the annual assessment shall be provided to each
Subassocia tion no later than December 5th prior to the budget year; no other notices
need be sent by the Association. It is up to each Subassociation to collect and remit to
the Association, the annual assessment installments due to the Association. Refer to the
governing documents for Cedar Ridge Estates and Cedar Ridge Townhomes for other
provisions regarding the payment of and the collection of annual assessments, which
provisions are incorporated herein by reference. Failure to send or receive such notice
shall not excuse the obligation to pay. If an annual budget for a new budget year has not
been adopted at the time the first installment for that year is due, it shall be presumed
that the amount of such installment is the same as the previous installment, and shall be
continued at such rate until a budget is adopted and pro rata assessments are calculated,
at which time any overage or shortage calculated shall be added or subtracted from each
Lot's next due installment. In the event that the annual budget is amended, the overage
or shortage calculated shall be added or subtracted equally over the balance of the
annual assessment installments due for the year.
7.3 Soecial Assessments. Special assessments may be imposed by the Board
of Directors when needed to meet any proper common expense(s) for which there is/are
not sufficient funds in the annual budget and annual assessments. Special assessments
are due on the date(s) specified in the resolution of the Board of Directors approving such
assessments. It is up to each Subassociation to collect and remit to the Association, the
special assessment installments due to the Association. Refer to the governing
documents for Cedar Ridge Estates and Cedar Ridge Townhomes for other provisions
regarding the payment of and the collection of special assessments, which provisions are
incorporated herein by reference.
7.4 Acceleration of Assessments. If any annual or special assessment
installment as to a Lot becomes more than thirty (30) days past due, the Association shall
have the right to accelerate the due date of the entire unpaid balance of the Lot's annual
assessment for that budget year, as well as the next budget year, and/or special
assessment, as applicable. To the extent that the next year's budget has not been
adopted as of the date that the Association accelerates, for purposes of calculating of the
next year's budget to be accelerated, it shall be presumed that the next year's budget was
adopted in the same amount as the existing budget year, with any increase or decrease
which exists once the next year's budget is adopted to be credited or debited to the
owner, as applicable. The accelerated assessment shall be due and payable on the date
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on which the Claim of Lien is recorded. Once the Claim of Lien is recorded, the
Association shall send the delinquent owner a notice that the right of acceleration has
been exercised.
7.5 Depository. The Association shall maintain its accounts in such financial
institutions or funds as shall be designated from time to time by the Board. Withdrawal
of monies from such accounts shall be only by such person(s) as are authorized by the
Board. The Board may invest Association funds in interest-bearing accounts, money
market funds, certificates of deposit, U.S. Government securities, and other similar
investment vehicles.
7.6 Financial Reporting. The Board of Directors shall have performed and shall
provide or make available such form of accounting as required by applicable provisions
of the corporate statute as amended from time to time.
7.7 Fiscal Year. The fiscal year for the Association shall be from January 1st
through December 31st, unless otherwise voted by the Board of Directors from time to
time.
7.8 Annual Election of Income Reporting Method. Based on competent advice,
the Board of Directors shall make a determination annually of the method by which the
Association's income shall be reported to the Internal Revenue Service, based upon the
method which yields the lowest tax liability.
Section 8. SYSTEM OF FINES FOR NON-COMPLIANCE.
8.1 Authority and Scope. The Association may impose fines on any Owner and
Lot as well as upon any lessee, guest or invitee, for any violations of the Governing
Documents and Rules and Regulations; as amended from time to time; and/or violations
of the law; by Owners or the Owners' tenant(s); and/or their family members, agent(s),
guest(s), visitor(s), invitee(s), etc. This Section 8 shall not apply to fines relating to an
Owner's nonpayment of assessments and Charges.
8.2 Owner is Liable. Each and every such violation shall be the responsibility
of and attributed to the Owner (and his Lot) regardless of whether the offending party is
in fact the Owner or the Owner's tenant(s), or their family, agent(s), guest(s), visitor(s),
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invitee(s), etc. As such, the Owner is responsible for the actions of the Owner's tenant(s)
and family, agent(s), guest(s), visitor(s), invitee(s), etc.
8.3 Written Notice Reauired: Contents. No fine shall be imposed for any
violation unless and until the offend ing party or parties (which always shall include the
Owner) has/have been given an opportunity to request a hearing on whether the fine
should be levied. The Association shall provide notice to the offending party or parties
that they have an opportunity to request a hearing on whether the fine should be levied.
If the Association fails to receive a written request for a hearing within fifteen (15) days
after the Association mails such notice, no hearing need be held, and the fine may be
levied automatically without further warning. The written notice from the Association shall
also include a statement as to the provisions of the Govern ing Documents, Rules and
Regulations and/or law which are being violated and the names of the violators, if known.
If a hearing is timely requested, then the Hearings Committee referred to in Section 8.6
below shall schedule a hearing as soon as is possible and notify the offending party or
parties of the date, time and place of the hearing.
8.4 Level of Fines. A fine for each violation shall be $50.00. This fine may be
levied at the rate of $50.00 per day for each day or other time period that the violation
occurs, on a running per day or other periodic basis, treating each day or other period to
be a separate violation, so long as the Hearing Committee's notice informs the offending
party or parties of this fact.
8.5 Record Keeping. The Association shall maintain a file of all notices issued
and findings of the Hearings Committee in order that a record of offenses and offenders
may be kept.
8.6 Hearing Before The Hearings Committee. If the offending party or parties
requested a hearing before the Hearings Committee, then the following shall apply:
A. A party against whom the fine may be levied shall have a reasonable
opportunity to respond, to present evidence, and to provide written
and oral argument on all issues involved, to have counsel present,
and shall have an opportunity at the hearing to review, challenge and
respond to any material considered by the Association.
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B. Failure of the Owner and the violator in question to appear at the
scheduled meeting shall result in the automatic vote by the Hearings
Committee that the Owner is in violation, whereupon the fine may be
levied without further warning.
The Hearings Committee shall consist of at least three (3) members appointed by the
Board of Directors, none of whom are officers, Directors, or employees of the Association,
nor the spouse, parent, child, brother or sister of same.
8.7 Collection of the Fine. Once a fine is deemed to be due and owing, the
Association shall provide written notice to the Owner of the fine due and owing, with due
date for payment. The fine shall be paid and collectible as a Charge pursuant to the
provisions of the Declaration.
8.8 Concurrent Remedies. The fine system may be invoked independently of
or concurrently with any other remedies provided for in the Governing Documents of law.
As such, the fine system not a condition precedent to the Association's pursuit of other
remedies available to it under the Governing Documents or under the law. Also, the fact
that a fine is levied and/or paid does not constitute compliance with the Governing
Documents, Rules and Regulations and law, if in fact the violation(s) remain(s).
Section 9. PARLIAMENTARY RULES. ROBERTS' RULES OF ORDER (latest edition)
shall govern the conduct of meetings of the membership and Board of Directors when not
in conflict with the Governing Documents or applicable law.
Section 10. EMERGENCY BY-LAWS. The following shall apply:
10.1 The Board of Directors may adopt By-Laws to be effective only in an
emergency defined in Section 10.5 below. The emergency By-Laws, which are subject
to amendment or repeal by the members, may make all provisions necessary for
managing the Association during an emergency, including:
A. Procedures for calling a meeting of the Board of Directors;
B. Quorum requ irements for the meeting; and
C. Designation of additional or substitute Directors.
C-24
10.2 The Board of Directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event that during such
emergency any or all officers or agents of the Association are for any reason rendered
incapable of discharging their duties.
10.3 All provisions of the regular By-Laws consistent with the emergency By-
Laws remain effective during the emergency. The emergency By-Laws are not effective
after the emergency ends.
10.4 Corporate action taken in good faith in accordance with the emergency By-
Laws:
A. Binds the Association; and
B. May not be used to impose liability on a Director, officer, employee,
or agent of the Association.
10.5 An emergency exists for purposes of this Section 10 if a quorum of the
Association's Directors cannot readily be assembled because of some catastrophic event.
Section 11. AMENDMENT OF THE BY-LAWS. All amendments to the By-Laws shall be
proposed and adopted in the following manner:
11.1 Proposal. Amendments to these By-Laws may be proposed by the Board
of Directors or by written petition signed by the Owners of one-fourth (1/4) of the Lots.
11.2 Procedure: Notice and Format. Upon any amendment or amendments to
these By-Laws being proposed as provided above, the proposed amendment or
amendments shall be submitted to a vote of the members not later than the next annual
meeting, unless insufficient time to give proper notice remains before that meeting. The
full text of any amendment to the By-Laws shall be included in the notice of the Owners'
meeting at which a proposed amendment is considered by the Owners. New words shall
be inserted in the text by underlining and words to be deleted shall be lined through with
hyphens; however, if the proposed change is so extensive that this procedure would
hinder, rather than assist, the understanding of the proposed amendment, it is not
necessary to use underlining and hyphens as indicators of words added or deleted, but
instead, a notation must be inserted immediately preceding the proposed amendment in
C-25
substantially the following language: "Substantial rewording of By-Laws. See provision
for present text. II
11.3 Vote Reauired. Except as otherwise provided by Florida law or by specific
provision of the Governing Documents, the By-Laws may be amended by a vote of a
majority of the entire membership of the Board of Directors and by the affirmative vote
of a majority of the voting interests of the entire membership of the Association. In the
event that an amendment is proposed by a written petition signed by the Owners
pursuant to Section 11.1 above, then the approval of the Board of Directors shall not be
required.
11.4 Certificate: Recordina: Effective Date. A copy of each adopted amendment
shall be attached to a certificate that the amendment was duly adopted as an amendment
to the By-Laws, which certificate shall be in the form required by law and shall be
executed by any officer of the Association with the formalities of a deed. The amendment
shall be effective when the certificate and copy of the amendment are recorded in the
Public Records of the County. The Certificate of Amendment shall, on the first page,
state the book and page of the Public Records where the By-Laws are recorded.
11.5 Provisos. Notwithstanding any provision in these By-Laws to the contrary:
A. So long as the Developer controls the Board of Directors as provided
for in the By-Laws, these By-Laws may be amended by the vote of
the Developer alone; and after such control is relinq uished, so long
as the Developer owns any Lot in the Community, no amendment
may be made without the written consent and joinder of the
Developer.
B. No amendment shall operate to unlawfully discrim inate against any
Owner or Lot or class or group of Lots.
C. An Amendment to these By-Laws that adds, changes, or deletes a
greater or lesser quorum or voting requirement must meet the same
quorum requirement and be adopted by the same vote required to
take action under the quorum and voting requirements then in effect
or proposed to be adopted, whichever is greater.
C-26
D. Any emergency By-Laws adopted pursuant to Article 10 of these By-
Laws may be adopted or amended by the vote of a majority of the
entire Board of Directors at the time there is no emergency, or by a
lesser vote as determined by the Board in the event of an
emergency; such By-Laws need not be recorded, and shall become
effective as resolved by the Board of Directors. This Section 11.5.0
of the By-Laws shall not preclude the members from amending or
repealing such emergency By-Laws as provided in Sections 11.1
through 11.4 above. No emergency By-Laws amended or repealed
by the members shall be amended by the Board of Directors, without
following the procedures set forth in Sections 11.1 through 11.4
above.
Section 12. INDEMNIFICATION.
12.1 Imposed. To the fullest extent permitted by Florida law, the Association shall
indemnify and hold harmless every Director, every officer, and every member of a
committee of the Association against all expenses and liabilities, including attorneys' fees,
actually and reasonably incurred by or imposed on him/her in connection with any legal
proceeding for settlement or appeal of such proceeding (and including administrative
proceeding) to which he/she may be a party because of his/her being or having been a
Director, officer or member of a committee of the Association. Indemnification of
Directors and officers shall also be that provided for in Section 617.028, Florida Statutes,
as amended from time to time. Indemn ification shall include an advance of the Director's,
officer's or committee member's attorneys' fees and defense costs, provided that the
Director or officer provides the undertaking assurance required by F.S. 607.0850(6); the
foregoing is conditioned upon the Director, officer or committee member agreeing to use
counsel of the Association's choosing, if the Association so conditions. In the event of
a conflict between this Section 12 and said statute, the conflict shall be resolved in favor
of providing the broadest protection possible to Directors, officers and committee
members. The foregoing right of indemnification shall not be available if a judgment or
other final adjudication establishes that his/her actions or omissions to act were material
to the cause adjudicated and involved:
A. Willful misconduct or a conscious disregard for the best interests of
the Association, in a proceeding by or in the right of the Association
to procure a judgment in its favor; or
C-27
B. A violation of criminal law, unless the Director, officer or committee
member had no reasonable cause to believe his/her action was
unlawfu I or had a reasonable cause to believe his action was lawful;
or
C. A transaction from which the Director, officer or committee member
derived an improper personal benefit.
In the event of a settlement, the right to indemnification shall not apply unless the Board
of Directors approves such settlement as being in the best interest of the Association.
The foregoing rights of indemnification shall be in addition to and not exclusive of all other
rights to which a Director or officer may be entitled. Reference to committee in this
Section 12 shall include the ARB.
12.2 Insurance. The Association is empowered to purchase directors, officers
and other insurance to provide protection to persons covered by this Section 12.
THESE BY-LAWS were adopted as the By-Laws of the CEDAR RIDGE COMMUNITY
ASSOCIATION, INC. on the day of , 1996.
CEDAR RIDGE COMMUNITY
ASSOCIATION, INC.
President
Secreta ry
C-28
CONSENT OF UNIT OWNERS
,Owner(s)
of Lot in Cedar Ridge Estates, per the Plat recorded in Plat Book
Page , Public Records of Palm Beach County, Florida, hereby consent(s)s
to and join(s) in the Declaration of Covenants and Restrictions for Cedar Ridge P.U.D.,
together with all exhibits thereto.
Executed this
day of
,1996.
WITNESSED:
Sign:
Print:
Print:
Sign:
Print:
Sign:
Print:
Print:
Sign:
Print:
STATE OF
)
)ss.
)
COUNTY OF
I HEREBY CERTIFY that on the _ day of , 1996, before me
personally appeared I and , who are
personally known to me or who has produced (if left blank,
personal knowledge existed) as identification and who did (did not) take an oath and who
executed the aforesaid Consent as his/her (their) free act(s) and deed(s).
WITN ESS my signatu re and official seal at
County of , State of , the day and year last aforesaid.
, in the
NOTARY PUBLIC:
Sign
Print
State of
at Large
My commission expires:
b:\owner.con
CONSENT OF MORTGAGEE
,the
owner and holder of Mortgage(s) encumbering Lots in Cedar Ridge Estates, as per that
Plat recorded in Plat Book , Page , Public Records of Palm
Beach County, Florida, hereby consents to and joins in the Declaration of Covenants and
Restrictions for Cedar Ridge P.U.D., together with all exhibits thereto.
Executed this day of I 1996.
WITNESS ED:
MORTGAGEE:
Sign:
Sign:
PRESIDENT
Print:
Print:
Sign:
Print:
ATTEST:
Sign:
Sign:
SECRETARY
Print:
Print:
Sign:
Print:
COUNTY OF
)
)ss. .
)
STATE OF
I HEREBY CERTIFY that on the _ day of , 1996, before me
personally appeared , as president, and
as secretary of , a ,
who are person ally known to me or who has produced (if left
blank, personal knowledge existed) as identification and who did (did not) take an oath
and who executed the aforesaid Consent as their free act and deed as such duly
authorized officers; and that the official seal of the entity is duly affixed and the instrument
is the act and deed of the entity.
WITNESS my signature and official seal at
County of , State of , the day and year last aforesaid.
, in the
NOTARY PUBLIC:
Sign
Print
State of
at Large
My commission expires:
b:\mortgage.con
,1/2'3/1'3'31 21:18
407533li801
CEDAR RIDGE DEV~~
FAGE 03
In the State of Florida. and may also bring an Ictlon to
recover a money judgment for the unpaid Charg.$ without
waiving any lien rigtlte, and .hatf oe entitled to recover
interest, late fee 8 , and aU costl of collection, including Court
costs and paralegal and attorney.' fees.
5,12 Ex.mDt Prooertx. The followfng property subject to this Declaration
shall be exempt.d from the assessmentst Charge$ and liens created under this
Declaration:
A. AU Properties to the extent of any easement or other interest
therein dedicated and accepted by the local pUblic authority
and devoted to public use;
B. A:tr Common Area exempted from taxation by state or local
governments upon the terms and to the extent of such legal
e><<emption,
Notwithstanding any provisIon in this Stetion 5.12, no land or Improvements devoted to
Lot or dwelling use 'hall be exempt from assessments, Charges or liens, except as
provided tor in Sections 5.ll,A and 5.1 1.E.' above and Section 12.5 below.
5.13 Oeveloper ProvIsions. Special provi$ions regarding the Developer
and the Developer's Lots are contained in Section 12.5 belew.
Section 6. ASSOCIAT\9N MAINTENANCE. AEeAIB Af\jO REPLACI;MEN1 In
addition to other provisions contained elsewhere in this Declaration, the following
Proper1l9$ shall be maintained, repaired and replaced by the Association at the expense
of the Association, as an Item of common expense:
6.1 All Cornmon Area. Inclusive of the lake and Tract G (the water
management tract) of the Subdivision Plat, which shall be maintained in keeping wl1h the
Plan r.ferred to in Section' 6.10 of this Ceclaration.
6.2 The Association ahall also maintain the vegetation, landscaping and
irrigation system. if any, upon areas which are not within the Properties but abut same
and are owned by . utility or govemmental authority or any other person, so as to
enhance the appearance of the Properties.
6.3 That pl)rtion of the sewer lines sitlJated on the PropertIes.
Section 7, ASSOCiatiON AL Tif\ATION~. The Association is permitted to make
site-rations to the Properties, upon the '1ote of its Board of Directors
Section e, USE AND OCCUPANCY RE~TRICTIQNS. The use and occupancy
of the Properties shaH be in accordance with the following provisions:
l3
. LEVINE FRANK, EDGAR & TELtPMAN
" Pro f e s 's ion a 1 Ass 0 cia t ion 0 ( A t tor n e Y s
hy S"'YCll Lc>,nc . /J.o adrnitwllD p...:W: to ~;,,~ DC
Jdfr~H flIDk
Oulcs W. Edr;>~ 1I1
I'm'" S. Tdq>mJ.1l
w~
PA ,j~ZL l
Robe.. h. Schl(ffcr
7,
April 3, 1997
,
;
I
I L...,
~,--">--,~
VIA FACSIMilE ONLY
(561} 533-6801
Mr. David Faris
Cedar Ridge Development Corporation
7000 High Ridge Road
Lantana, FI 33462-5006
RE: Cedar Ridge
Dear David:
Enclosed please find revised pages 32 and 33 to the Declaration of Covenarlts and
Restrictions for Cedar Ridge P. U.O, adding a new Section 16.10 relative to the
Preservation Area Management Plan, and the last index page adding Seciton 16.10
Please at1ach the Plan as Exhibit D to the Declaration. Meanwhile, should you have any
questions, please call.
Very truly yours,
~o.j;:;" ..../
U () /'--'" -"-. L~.....,-........
Jay Steven Levine
JSUbds
Enclosure - As Stated
c:\wpdOCS\C ooaridg\lBri67.1t r
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INTERNET: http://www.icanect.ncrl-jhf4938
PALM BEACH GARDENS: 3300 PGA Boulevard. Suite 500 Palm Beach Gardens, Florida 3341().2884 (561) 626-4700 Fax: (S61) 627-9479
VERO BEACH: 1901 25ch Screet Vera Beach, Florida J296D (561) 626-4700 Fax: (561) 627-9479
16.4
16.5
16.6
16.7
16.8
16.9
16.10
Invalidity
Captions
Gender; Plurality
Owners' Affirmative Duty
Covenant Running with the Land
Duration
Preservation Area Management Plan
. . . ' . . . , . , . . , , . . . . . . . 31
. . . . . . ' . . . . . . . ' . . . . . . 31
, . . . . ' , . , , . ' , . . . . . . . 31
. , . . . . ' . , . . , . . , . . . . 31
, . . . . . , . , . . . , . . . . . . .32
. , . . . . . . , . . . , . . . . .32
. . . . . . . . . , . . . . . . . , .32
of any mortgagee holding a mortgage on his/her lot. The Association shall be permitted
to rely on information supplied by Owners in writing.
16.8 Covenant Running with the Land, All provisions of the Governing
Documents shall be perpetual and be construed to be covenants running with the real
property in the Community, the Properties included, and all of the provisions of the
Governing Documents shall be binding upon and enure to the benefit of the Developer
and subsequent owner(s) of Properties as well as all real property in the Community, and
their respective heirs, personal representatives, successors and assigns None at the
provisions contained in the Governing Documents are intended to create, nor shall be
construed as creating, any rights in and for the benefit of the general public.
16.9 Duration. This Declaration, as amended from time to time, shall run
and bind the Properties for a period of twenty-five (25) years from the date of this
Oecfaration, at which time the Declaration, as amended, shall automatically be renewed
for successive periods of ten (10) years, unless and until terminated as provided in
Section 14 above.
16.10 Preservation Area Manaoement Plan, The Association is oblioated
.....
to follow all requirements with respect to the preserve area constituting a portion of the
common area, pursuant to that Preservation Area Management Plan approved by the City
of Boynton Beach, Florida, a copy of which is attached to and made a part of this
Declaration as Exhibit "0".
1997.
IN WITNESS WHEREOF I have set my hand and seal this _ day of
CEDAR RIDGE DEVELOPMENT CORP.
a Florida corporation,
Witness
By:
SEAL
Witness
STATE OF FLORIDA
)
) SS:
)
COUNTY OF PALM BEACH
I HEREBY CERTIFY that on the
day of
. 1997, before me
32
personally appeared , as, ,__,~ of CEDAR
RIDGE DEVELOPMENT CORP., who is personally known to me or who has produced
(if left blank, personal knowledge existed) as identification and who
did (did not) take an oath and who executed the aforesaid Certification at his free act and
deed as such duly authorized officer; and that tlle official seal of the Company is duly
afiixed and the instrument is the act and deed ot the Company,
WITNESS my signature and official seal at ._,u.__' in tile County of Palm
Beach, State of flOrida, the day and year last aforesaid.
NOTARY PUBLIC:
Sign
Print
State of Florida at Large
My commissiorl expires'
..: '\Wf: jC-.-,:.~', :':G~B ~18:~lj(< it (t I (:-.t: S
33
. .
AGREEMENT CONCERNING DRAINAGE
THIS AGREEMENT (hereinafter referred to as "Agreement"), is
made this 31 ~+- day of f)1~ ' 19~, by and between
CEDAR RIDGE DEVELOPMENT CO PORATION, with an address of 1222
Sandpiper Lane, Lantana, Florida 33462, a Florida corporation,
(hereinafter referred to as "Cedar Ridge"), its successors and
assigns, and CONDOR INVESTMENTS OF PALM BEACH COUNTY, INC., a
Florida corporation, with an address of 430 North "G" Street, Lake
Worth, Florida 33460 (hereinafter referred to as "Condor"), and
LAKE WORTH CHRISTIAN SCHOOL SOCIETY, INC., a Florida corporation
not-for-profit, with an address of 7592 High Ridge Road, Boynton
Beach, Florida 33425 (hereinafter referred to as "LWC"), its
successors and assigns.
R E C I TAL S :
A. Condor owns certain properties (hereinafter referred to
as the "Project"), more particularly described as:
All Parcels and Lots established by the Plat
of CEDAR RIDGE, a P . U . D., and HIGH RIDGE
COMMERCE PARK, a P.I.D., recorded in Plat Book
46, at Page 58, of the Public Records of Palm
Beach County, Florida.
B. Cedar Ridge has contracted to purchase certain of the
properties within the Project.
C. LWC is the owner and operator of the Lake Worth Christian
School and is the lessee of that certain property (herein called
the "School Property") more particularly described in Exhibit "A"
attached hereto and made a part hereto. In addition to its rights
as a lessee of the School Property, LWC has an option to purchase
the School Property.
D. The School Property is located adjacent to additional
property owned by LWC and adjacent to the Project. LWC intends to
develop the School Property as a part of the school operated by LWC
and, more particularly, LWC intends to develop the School Property
as its athletic fields and such other amenities as are customary
and usual to athletic fields.
E. LWC, Cedar Ridge, and Condor have reached certain
agreements whereby the School Property will be included in the
drainage plans and drainage system for the Project so that drainage
of water runoff from the School Property will be collected and
transmitted through the drainage system for the Project and such
water runoff and drainage from the School Property will be
transported to such retention areas and other drainage structures
as are approved by the South Florida Water Management District and
the City of Boynton Beach, Florida, for the Project and as are
constructed by Cedar Ridge and/or Condor within the Project and by
LWC within the School Property.
F. The drainage structures and facilities constructed by
Cedar Ridge and/or Condor within the project and by LWC on the
School Property will be maintained by a separate property owners
association established by Cedar Ridge and/or Condor and such
separate property owners association will establish a budget which
includes the cost and expense of maintaining such drainage
structures, and such property owners association will assess its
members for their established prorata share of its annual budget.
G. Cedar Ridge, Condor and LWC have reached agreement
concerning the matters set forth in these Recitals and intend, by
this instrument, to set forth such agreements in writing.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by both
parties, Cedar Ridge, Condor and LWC hereby agree and declare that
they will abide by the terms of this Agreement as set forth
hereafter.
1. In designing the drainage plan and drainage system for
the Project, and in seeking necessary approvals of the Project from
the City of Boynton Beach, Florida, and in seeking its surface
water management permit from the South Florida Water Management
District, Cedar Ridge and Condor will cooperate with LWC arid its
consultants and include within its drainage plan the drainage
structures and facilities necessary to accommodate all drainage of
the School Property..
2. Cedar Ridge and Condor will be solely and completely
responsible for the construction and installation of the necessary
drainage facilities and structures within the Project; and, LWC
will be solely and completely responsible for the construction and
installation of the necessary drainage facilities and structures
within the School Property.
3. Cedar Ridge and Condor will be responsible for creating
and establishing a property owners association whose members will
be owners of lots, parcels, and residences within the proj ect"
Cedar Ridge and "Condor will also be responsible for establishing
covenants and restrictions encumbering the project that require
owners of lots, parcels, and residences to be members of the
property owners association; gives the property owners association
authority and responsibility to maintain the drainage facilities
and structures wi thin the proj ect ; and requires each of such
members of the property owners association to pay an established
share of the expenses of the property owners association, including
the cost of maintaining the drainage structures and facilities
within the Project.
4. LWe agrees that when the property owners association is
established, and when the covenants and restrictions referred to
in paragraph 3 hereof are recorded in the public records of Palm
Beach County, Florida, Lwe will prepare and record a covenant
encumbering the School Property that provides that so long as the
drainage of the School Property is in accordance with the drainage
plans for the Project and so long as drainage and runoff for the
School Property is transported through and into the drainage
structures and facilities within the Project, LWC, its successors
and assigns owning the School Property, will be a member of the
property owners association, with the following limited rights and
limited obligations: (i) Lwe will have the right to vote only as
to any matter concerning the drainage facilities and structures
within the Project; and (ii) LWC will be assessed by the property
owners association a percentage of the costs and expenses budgeted
by the property owners association for the maintenance, repair, and
replacement of the drainage structures and facilities within the
Project, which percentage will be mutually established and agreed
to by LWe, Cedar Ridge, and Condor.
5. This Agreement is governed by and construed in accordance
with the laws of the State of Florida.
6. All notices, both oral and written, that are required
under this Agreement shall be timely supplied to:
As to Cedar Ridge: Joseph F. Basile, Jr., Director
Cedar Ridge Development Corp., Inc.
1222 Sandpiper Lane
Lantana, FL 33462
Telephone: (407) 582-6929
Facs:lmile: (407) 582-2315
With Copies to:
Dennis P. Koehler, Esquire
Dennis P. Koehler, P.A.
Congress Business Center
1280 North Congress Ave., St. 213
West Palm Beach, FL 33409
Telephone: (407) 684-2844
Facsimile: (407) 684-9370
As to Condor:
Condor Investments of Palm Beach
County, Inc.
c/o James Vanderwoude
430 North "G" Street
Lake Worth, FL 33460
Telephone: (407) 588-3854
Facsimile: (407) 585-5574
With Copies to:
J. Richard Harris, Esquire
Scott, Royce, Harris, Bryan,
Barra & Jorgensen, P.A.
4400 PGA Boulevard, Suite 800
Palm Beach Gardens, FL 33410
Telephone: (407) 624-3900
Facsimile: (407) 624-3533
As to LWC:
Lake Worth Christian School Society,
Inc.
7592 High Ridge Road
Boynton Beach, FL 33425
Telephone: (407) 586-8216
Facsimile: (407) 586-4382
With Copies to:
J. Richard Harris, Esquire
Scott, Royce, Harris, et ale
4400 PGA Boulevard, St. 800
Palm Beach Gdns., FL 33410
Telephone: (407) 624-3900
Facsimile: (407) 624-3533
7. This Agreement shall not be extinguished, enlarged,
modified, or replaced except by written consent of both parties,
and shall be binding upon any successors and assigns until so
extinguished, enlarged, modified or replaced.
IN WITNESS WHEREOF, Cedar Ridge, Condor and LWC have executed
or caused this Agreement to be duly executed this 31 ~f" day of
;'f}o.j , 1996.
CEDAR RIDGE DEVELOPMENT
CORPORATION, INC.
BY:
(CORPORATE SEAL)
CONDOR INVESTMENTS OF PALM BEACH
COUNTY, INC. L-
//1~'7 - -~ . .-
.' /. / .
I, t, if;-
~ "'l"" ""' So A.' A..v 0 elC.. c....I "J)..,r
v/c. <::" P~e-S"J"A-- r
(CORPORATE SEAL)
LAKE WORTH CHRISTIAN SCHOOL
SOCIETY, INC.
BY: c9~c?~~~
Its: ~"\e~d ~ VI (
(CORPORATE SEAL)
. .
. .
E~ lc \+ ,. P\ .
"
LEGAL DESCRIPTION (PARCEL 2 )
A PARCEL OF LAND BEING ALL OF LOTS 35 THRU 45. PARCEL -B-, FOREST
COURT AND A PORTION OF FOREST ROAD LYING IN THE PLAT OF CEDAR RIDGE.
A P.U.D. & HIGH RIDGE COMMERCE PARK. A P.I.D. AS RECORDED IN PLAT BOOK
46. PAGES 58 THRU 61. PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA,
SAID PARCEL BEING MORE PAATICULARL Y i.)ESCR1BED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL -8-, SAID POtNT
BEING A POINT ON THE NORTH LINE OF SAID PLAT OF CEDAR RIDGE. A P.U.D.
& HIGH RIDGE COMMERCE PARK, A P.I.D.; THENCE NORTH 88045'58- EAST ALONG
THE NORTH LINE OF SAID PlAT, A DISTANCE OF 39.82 FEET TO A POtNT ON 1liE
EAST BOUNDARY LINE OF SAID PlAT AND THE WEST LINE OF THE SEABOAAO
AJR LINE RAILROAD; THENCE SOUTH 01Q12'26- EAST AlONG SAlD EAST
BOUNDARY UNE AND WEST RIGHT-oF-WAY UNE, A DISTANCE OF 1~.26 FEET
TO THE SOUTHEAST CORNER OF SAlO LOT 46; THENCE NORTH 57'"43"16"'" WEST
AlONG THE SOUTHERLY UNE OF SAID LOT 45, A DISTANCE OF 261.30 FEETlO
A PQtNT ON THE SOUTHERLY RIGHT-OF-WAY UNE OF FOREST ROAD AS SHOWN
ON SAID PLAT OF CEDAR RIDGE. A P.U.O. & HIGH RIDGE COMMERCE PARK. A
P.I.D. SAJD POfNT BEING A POINT ON A CURVE CONCAVE NOATHWESTERl Y,
HAVING A RADIUS OF 85.00 FEET, A CENTRAl ANGLE OF 57"43'1 a- AND A CHORD
BEARING OF SOUTH 61000'22- WEST; THENCE WESTERlY ALONG THe ARC OF
SAID CURVE. A DISTANCE OF 85.63 FEET TO A POINT OF TANGENCY; THENCE
SOUTH 90000'00- WEST ALONG SAID SOUTHERLY RIGHT-oF-WAY lINE. A
DISTANCE OF 91.70 FEET: THENCE NORTH oooocrocr EAST. It. 0tST ANCE OF 80.00
FEET; THENCE NORTH 90"00'00 WEST. A DISTANCE OF 13.27 FEET TO TFtE
SOUTHWEST CORNEA OF SAID LOT 35; THENCE NORTH 00000'00 EAST AlONG
THE WEST LINE OF SAID LOTS 35 THAU 38, A OtSTANCE OF 450.12 FEET TO THE
NORTHWEST CORNER OF SAID L'(TS 38 AND 39; THENCE NORTH 88n45~ 4- EAST
ALONG THE NORTH LINE OF SAID LOTS 39 AND 40. A DtSTANCE OF 315,13 FEET
TO THE SOUTHWEST CORNER OF SAlD PARCEL. -S-; THENCE NORTH fJO'IOS~
EAST ALONG THE WESTERlY UNE OF SAID PARCEL -S-, A OtSTANCE OF 1318.05
FEET TO THE AFOREOESCRtBEO POINT OF BEGINNING.
CONTAINING 6.376 ACRES MORE OR LESS.
SURVEYOR'S NOTES
1. NO SEARCH OF THE PUBLIC RECORDS WAS MADE BY THIS OFFICE.