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DEPARTMENT OF DEVELOPMENT
MEMORANDUM NO. ENG 98-032
PLANNING AND
ZONING DEPT.
FROM:
Ken Hall, Engineering Plan Check Inspector
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TO:
Michael Pawelczyk, Assistant City Attorney
Tambri Heyden, Planning & Zoning Administrator
Kevin Hallahan, Urban Forester
DATE;
March 3, 1998
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RE:
GROVE PLAZA - HOMEOWNER'S DOCUMENTS AND BY-LAWS
Attached are the subject documents for your review. Please provide this office with a written
response stating your approval or giving us your comments,
If you have any questions, please call. Thanks,
KWck
Attachments
Xc: Bulent Kastarlak, Director of Development
Sebastian Puda, Engineering Inspector II
J.',SIIRD:\T,\,Lngin~~ring',Eng, Cr..-.(irow Plaza R~\'I~\\'-Do~lIm~nls & By La\\s,do~
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BY-LAWS
GROVE PLAZA MASTER PROPERTY OWNERS' ASSOCIATION, INe.
ARTICLE I.
NAME. PRINCIPAL OFFICE. AND DEFINITIONS
Section 1. Name. The name of the Association shall be Grove Plaza Master Property
Owners' Association, Inc., ("Association"). <
Section 2.
located at:
Principal Office. The principal office of the Association shall initially be
Grove Plaza Master Property Owners' Association
c/o Hayden Bonded Storage
160 N.W. 16th Street
Boca Raton, FL 33432
or subsequently, at such other address as may from time to time be designated by the Board.
Section 3. Definitions. Unless the context otherwise requires, the terms used in these
By-Laws shall have the same meaning as those set forth in the Master Declaration of Covenants,
Conditions and Restrictions for Grove Plaza (the "Declaration") as it may be amended, renewed or
extended from time to time.
ARTICLE II.
MEMBERSIllP. MEETINGS OUORUM. VOTING. PROXIES
Section I. Membership. The Association shall have two (2) classes of voting Members
whose voting rights shall be as more particularly set forth in Article N of the Articles of
Incorporation, the terms of which are specifically incorporated in these Bylaws.
Section 2. Annual Meetings. The annual meeting of the Members shall be held in each
year beginning in the year in which the Declaration is recorded, at such time, date and place as shall
be determined by the Board, but no later than thirteen (13) months from the date of the previous
annual meeting.
Section 3. Special Meetings. Special meetings of the Members for any purpose may be
called at any time by the President, the Vice President, by the Board or upon written request of the
Members who have a right to vote twenty-five percent (25%) of the votes of the Class A
membership.
Section 4. Notice of Membership Meetings. Written notice of each meeting of Members
shall be given by. or at the direction of. the Secretary or person authorized to call the meeting by
mailing a copy of the notice by certified mail postage prepaid. return receipt requested. to the
addresses appearing on the records of the Association. Notice shall be served not less than forth five
(45) days before a meeting. unless otherwise provided in these Bylaws. The notice shall specify the
place, time. and the purpose of the meeting including a list of what matters will be discussed.
Recitation in the minutes of a meeting that the meeting was held pursuant to notice properly given
shall be evidence that such notice was given. Members may designate additional recipients to
receive copies of notices by notifying the Association of such parties in writing.
Section 5. '.. Waiver of Notice. Waiver of notice of any meeting of the Members r.hall be
deemed the equivalent of proper notice. Any Member may. in writing. waive notice of any meeting
of the Members. either before or after such meeting. Attendance at a meeting by a Member. whether
in person or by proxy. shall be deemed waiver of such Member of Notice of the time. date. and place
of the meeting. unless such Member specifically objects to lack of proper notice at the time the
meting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of
all business transacted thereat unless objection to the calling or convening of the meeting. of which
proper notice was not give. is raised before any business is put to a vote.
Section 6. Adiournment of Meetings. If any meetings of the Association cannot be held
because a quorum is not present. a majority of the Members who are present at such meeting, either
in person or by proxy. may adjourn the meeting to a time not less than five (5) nor more than thirty
(30) days from the time the original meeting was called. Notice of the time and place for the recalled
meeting shall be posted in a conspicuous place in the Common Area of the Association. At such
adjourned meeting at which a quorum is present, any business which might have been transacted at
the meeting originally called may be transacted. If a time and place for the adjourned meeting is not
fixed by those in attendance at the original meeting or if. for any reason. a new date is fixed for the
adjourned meeting after adjournrilent, notice of the time and place of the adjourned meeting shall be
given to Members in the manner prescribed in Section 4 of this Article.
The Members present at a duly called or held meeting at which a quorum i~ present may
continue to do business until adjournment. notwithstanding the withdrawal of enough Members to
leave less than a quorum. provided that any action taken shall be approved by at least a majority of
the Members required to constitute a quorum. In the event that a meeting is recessed for any reason.
no additional notice shall be required,
Section 7. Voting. Voting rights of the Members shall be as set forth in Article N of the
Articles of Incorporation. the terms of which are specifically incorporated in these By-Laws.
Section 8. Proxies. At all meetings of Members, each Member may vote in person or by
proxy. A proxy may be given to any Director or to any other Member, The proxy shall be effective
only for the specific meeting for which it is originally given and any lawfully adjourned meeting
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thereof. In no event shall any proxy be valid for a period of longer than ninety (90) days after the
date of the fIrst meeting for which it was given.
All proxies shall be in writing and fIled with the Secretary at least twenty-four (24) hours
before the appointed time of each meeting. Proxies which are fIled without designating the name of
the proxy holder shall be considered null and void. Every proxy shall be revocable at any time at the
pleasure of the Member executing it and shall automatically cease upon conveyance by the Member
of his or her property within Grove Plaza or, in the case of a Member holding title as an individual,
upon receipt of notice by the Secretary of the death or judicially declared incompetence of the
Member. A proxy or ballot may provide an opportunity to specify approval or disapproval with
respect to the proposal. The Board of Directors may authorize the issuance of absentee ballots in its
sole discretion, which may be consolidated with the proxy into a single document.
Section 9. Approval by a Maiority. The acts approved by a majority of the votes present
in person or by proxy at a meeting at which a quorum shall have been attained shall be binding upon
all Members for all purposes except where otherwise provided by law, the Declaration, the Articles,
or these By-Laws. As used in these By-Laws, the terms "majority" shall mean those Members
having more than fIfty (50%) percent of the then total authorized votes present in person or by proxy
and voting at any meeting of the Members and at which a quorum shall have been attained.
Section 10. Quorum. Except as otherwise provided in these By-Laws or in the
Declaration, the presence in person or by proxy at the meeting of Members entitled to cast thirty-
three and one-third percent (33-1/3%) of the votes shall constitute a quorum for any action governed
by these By-Laws.
Section 11. Conduct of Meetings. The President shall preside over all meetings of the
Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all
resolutions adopted at the meetings, as well as a record of all transactions occurring at the meetings.
In the event that the President is unavailable, the President shall appoint another Director to act in his
place and stead.
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Section 12. Action Without A Meeting. Any action which may be taken by the vote of
Members at an annual or special meeting, except the election of Board members, may be taken
without a meeting as and to the extent pennitted by Rorida law.
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ARTICLE ill.
BOARD OF DIRECTORS, NUMBER. POWERS. MEETINGS
Section 1. Governing Bodv. The affairs of the Association shall be governed by a Board
of Directors. The number of Directors on the Board shall not be less than three (3) persons or more
than seven (7) persons, Until such time as the Developer relinquishes control of the Association, as
described in the Declaration and these By-Laws, the Developer shall have the right to appoint a
majority of the Members of the Board of Directors and approve or disapprove the appointment of all
Officers of the Association as more specifically described in Article vn of the Articles.
Section 2.
following manner:
Election of Directors. Election of Directors shall be conducted In the
(a) Time of Election. Except as otherwise provided in these By-Laws,
election of Directors shall be held at the annual meeting of Members.
(b) Nominations. Nominations for Directors and additional directorships
created at the meeting may be made from the floor.
(c) Voting Procedure. The fIrst election of the Board shall be conducted
at the fIrst annual meeting of the Association, at which time the Developer shall announce the
Directors it shall appoint to the Board. At such election and at all elections thereafter, the Members
or their proxies may cast. with respect to each vacancy, as many votes as they are entitled to exercise
under the provisions of the Articles of Incorporation. The Members receiving the largest number of
votes shall be elected. Cumulative voting shall not be permitted.
(d) Vacancies. Except as to vacancies resulting from removal of
Directors by Members, vacancies on the Board occurring between annual meetings of Members shall
be filled by the remaining Directors provided that all vacancies in directorships to which Directors
were appointed by the Developer pursuant to the provisions of subdivision (t) of this Section shall be
filled by the Developer without the necessity of any meeting.
(e) Recall. Subject to the rights of the Developer set forth in Section 14
of this Article, any Director may be recalled and removed from office with or without cause by the
vote or agreement in writing by a majority of all Members. A special meeting of the Members to
recall a Director or Directors may, subject to the rights of Developer set forth in Subsection 2(t) and
Section 16 of this Article, be called by ten percent (10%) of the Members giving notice of the
meeting as required for a meeting of Members and the notice shall state the purpose of the meeting.
The vacancy in the Board so created shall be fIlled by the Members of the Association at the same
meeting unless such Director was appointed by the Developer, in which case the Developer shall
appoint another Director without the necessity of any meeting.
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(t) Rights of Developer. Notwithstanding anything to the contrary
contained in this Article ill or otherwise, until a majority of the Directors are elected by Members
other than the Developer, no Directors named by the Developer shall be subject to removal by
Members other than the Developer. The fIrst Director or Directors replacing them may be removed
and replaced by the Developer without the necessity of any meeting.
Section 3. Organizational Meeting. The fIrst meeting of the duly elected Board, for the
purpose of organization, shall be held promptly after the recordation of the Declaration, provided the
majority of the members of the Board elected are present. Any action taken at such meeting shall be
by a majority of the Board members present. If the majority of the members of the Board elected
shall fail to elect officers, the meeting of the Board to elect officers shall then be held within thirty
(30) days thereafter upon three (3) days' notice in writing to each member of the Board elected stating
the time, place and object of such meeting.
Section 4. Regular Meetings. Regular meetings of the Board may be held at such time
and place as shall be determined, from time to time, by a majority of the Directors. Notice of regular
meetings shall be given to each Director, personally or by mail, telephone or telegraph, and shall be
transmitted at least three (3) days prior to the meeting. Regular meetings of the Board shall be open
to all Members and notice of such meetings shall be posted conspicuously on the Common Area at
least forty-eight (48) hours in advance of the meeting.
Section 5. Special Meetings. Special meetings of the Board of may be called at any time
by the President or by any two (2) members of the Board. Notice of special meetings shall be given
to Members in the manner required for regular meetings.
Section 6. Waiver of Notice. Any Director may waive notice of a meeting before or
after the meeting and that waiver shall be deemed equivalent to the receipt by said Director of notice.
Attendance by any Director at a meeting shall constitute a waiver of notice of such meeting except
when his attendance is for the express purpose of objecting at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called.
Section 7.
Quorum of Board of Directors.
(a) Board Majority. A quorum at a meeting of the Board of Directors
shall consist of a majority of the entire Board. The acts approved by a majority of those present at a
meeting at which a quorum is present shall constitute the acts of the Board, except when approval by
a greater number of directors is specifically required by the Declaration, the Articles or these By-
Laws.
(b) No Quorum. If, at any proposed meeting of the Board, there is less
than a quorum present, the majority of those present may adjourn the meeting from time to time until
a quorum is present. At any newly scheduled meeting, any business that might have been,.transacted,
at the meeting as originally called may be transacted without further notice.
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(c) Joinder of Director. The joinder of a Director in the action of a
meeting by signing and concurring in the minutes of that meeting shall constitute the presence of that
Director except for the purpose of constituting a quorum.
Section 8. Conduct of Meetings. The presiding officer at a meeting of the Board of
Directors shall be the President In the absence of the presiding officer, the Directors present may
designate any person to preside.
Section 9. Compensation. No Director may receive compensation from the Association
for acting in such capacity or capacities. However, any Director may be reimbursed for his actual
expenses incurred in the performance of his duties.
Section 10. Executive Session. The Board may adjourn a meeting and reconvene in
executive session to discuss and vote upon personnel matters, litigation in which the Association is or
may become involved, and orders of business of a similar confidential nature.
Section 11. Powers and Duties. The Board of Directors shall be responsible for the
affairs of the Association and shall have all of the powers and duties necessary for the administration
of the Association's affairs and, as provided by law, may do all acts and things as are not by the
Declaration, Articles, or these By-Laws directed to be done and exercised exclusively by the
Members.
In addition to the duties imposed by these By-Laws or by any Resolution of the Association
that may be hereafter adopted, the Board of Directors shall have the power to and be responsible for
the following, by way of explanation, but not limitation:
(a) preparation and adoption of an annual budget in which there shall be
established the contribution of each Member to the expenses of the Association all in accordance
with the provisions of the Declaration;
(b) making general, special and emergency special assessments to defray
the expenses of the Association. establishing the means and methods of collecting such assessments,
and establishing the period of the installment payments of such assessments, as more particularly set
forth in the Declaration. (Unless otheIWise determined by the Board of Directors, the annual
assessment shall be due and payable by each Member in monthly installments.)
(c) collecting the assessments, depositing the proceeds thereof in a
financial institution which it shall approve, and using the proceeds to administer the Association;
(d) opening of bank accounts on behalf of the Association and
designating the signatories required;
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(e) providing for the operation, care, upkeep, and maintenance of all of
the Common Area;
(f) designating, hiring, and dismissing the personnel for the Association
necessary for its maintenance, operation, repair, and replacement of the Common Area and where
appropriate, providing for the compensation of such personnel and for the purchase of equipment,
supplies, and material to be used by such personnel in the performance of their duties;
(g) making and amending Rules and Regulations;
(h) making or contracting for the making of repairs, additions, and
improvement~ to or alterations of the Common Area in accordance with the other provisions of the
Declaration and these By-Laws after damage or destruction by fire or other casualty;
(i) enforcing by legal means the provisions of the Declaration, these By-
Laws, and any Rules and Regulations adopted by it and bringing any proceedings which may be
instituted by the Association on behalf of or against the Members;
(j) obtaining and carrying insurance against casualties and liabilities, as
may be available, as provided in Article VITI of the Declaration, and paying the premium cost
thereof; and
(k) keeping books with detailed accounts of the receipts and expenditures
affecting the Association and its administration, specifying the maintenance and repair expenses and
any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be
available for examination by the Members and their mortgagees, their duly authorized agents,
accountants, or attorneys, during reasonable business hours on working days as may be determined
by the Board of Directors. All books and records shall be kept in accordance with generally accepted
accounting practices.
Section 12. Accounts and Reports. The following management standards of performance
will be followed unless the Board by resolution specifically determines otherwise:
(a) accrual accounting, as defmed by generally accepted accounting
principles, shall be employed;
(b) accounting and controls should conform with established American
Institute of Certified Public Accountants (AICP A) guidelines and principles. A segregation of
accounting duties should be maintained, and disbursements by check shall require two (2) signatures,
unless otherwise determined by the Board. Cash disbursements shall be limited to amounts of fifty
($50.00) dollars and under;
(c) cash accounts of the Association shall not be commingled with any
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other accounts;
(d) annual financial reports shall be prepared for the Board of the
Association containing a balance sheet as of the last day of the Association's fiscal year, and an
income statement for said fiscal year, which shall be distributed to the Board within ninety (90) days
after the close of the fiscal year;
(e) any institutional first mortgagee shall, upon written request to the
Board, receive a copy of the Association's annual fmancial report for the immediately preceding year.
Section 13. Borrowing. The Board of Directors shall have the power to borrow money
for the purpose of repair or restoration of the Common Area and facilities with the approval of the
Members of the Association.
Section 14.
Termination of Class B Membership.
(a) Developer's Rights. Notwithstanding anything to the contrary
contained in this Article ill or othelWise, the Developer shall have the right to appoint or direct that
there be elected all Directors of the Association until such time as Class B Membership terminates in
accordance with of Article IV of the Articles of Incorporation.
(b) Notice. Within sixty (60) days after Members other than the
Developers are entitled to elect or appoint a member or members of the Board, the Association shall
call and give not less than thirty (30) days' nor more than forty (40) days' notice of, a meeting of the
Members for this purpose. The meeting may be called and the notice may be given by any Member
if the Association fails to do so.
(c) Waiver by Developer. The Developer may waive or relinquish in
whole or in part any of its rights to appoint or elect one or more of the Directors it is entitled to
appoint or elect.
~ (d) Consent to Amendments. This Article ill, Section 14 shall not be
modified or amended without the consent of the Developer so long as the Developer shall, in
accordance with the terms of these By-Laws, have the right to appoint or cause to be elected any
Directors.
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ARTICLE IV.
OFFICERS
Section 1. Officers. The officers of the Association shall be a President, Secretary and
Treasurer. The Board may elect such other officers, including one or more Vice-Presidents, one of
more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such
officers to have the authority and to perform the duties prescribed from time to time by the Board.
Any two or more officers may be held by the same person, excepting the offices of President and
Secretary .
Section 2. Election, Term of Office and Vacancies. The officers of the Association shall
be elected annually by the Board at the first meeting of the Board following each annual meeting of
the Members. A vacancy in any office arising because of death, resignation, removal, or otherwise
may be filled by the Board for the unexpired portion of the term.
Section 3. Removal. Any officer may be removed at any time by the affirmative vote of
a majority of the Board at any duly called regular or special meeting of the Board.
Section 4. Powers and Duties. The officers of the Association shall each have such
powers and duties as generally pertain to their respective offices, as well as such powers and duties as
may from time to time be specifically conferred or imposed upon them by the Board. The President
shall be the chief executive officer of the Association. The Treasurer shall have primary
responsibility for the preparation of the budget as provided for in the Declaration and may delegate
all or part of the preparation and notification duties to a finance committee, management agent or in
such other manner as deemed appropriate by the Board.
Section 5. Compensation. No officer shall receive any compensation from the
Association for acting in such capacity or capacities. However, any officer may be reimbursed for
his actual expenses incurred in the performance of his duties.
Section 6.
Resignation and Vacancy.
(a) Resignation. Any Director or officer of the Association may resign at
any time, by instrument in writing. Resignations shall take effect at the time specified in such
resignation and if no time is specified at the time of receipt by the President or Secretary of the
Association. The acceptance of a resignation shall not be necessary to make it effective.
(b) Vacancy in an Office. When a vacancy occurs in an office for any
cause before an officer's term has expired, the office shall be filled by the Board at its next meeting
by electing a person to serve for the unexpired term or until a successor has been elected by the
Association.
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ARTICLE V.
BOOKS AND RECORDS, DEPOSITORIES; FISCAL YEAR
Section 1. Inspection. The books, records and papers of the Association shall be subject
to the inspection of any Member of the Association during normal business hours provided such
Member has submitted a prior written request setting forth the basis for such request.
Section 2. Depositories. The funds of the Association shall be deposited in a bank or
banks or in a state or federal savings and loan association in Broward County, Florida Such deposits
shall be to an account of the Association under resolutions approved by the Board and the funds
deposited shall be withdrawn only over the signature of the Treasurer and countersigned by the
President or any Vice-President. Said funds shall be used only for Association purposes.
Section 3. Accounting Records. The Association shall maintain accounting records
according to generally accepted accounting principles. Such records shall include an account of
receipts and expenditures; an account for each Member which shall designate the name and address
of the Member, the amount of each assessment or fee, the due dates and amount of each assessment
or fee, the amounts paid upon the account and the balance due, and a register for the names of any
mortgage holders or lien holders who have notified the Association of their liens, and to which lien
holders the Association will give notice of default upon request by such lien holders. The
Association shall furnish a reasonable written summary of the foregoing to each Member at least
annually. The Board shall present at each annual meeting of the Members a full and clear statement
of the business and condition of the Association.
Section 4. Record of Addresses. The Association shall keep and maintain in its office
for the transaction of business a book containing the name and address of each Member. Termination
or transfer of ownership of any Tract by a Member shall be recorded in the book. together with the
date on which such ownership was transferred in accerdance with the provisions of the Declaration.
Section 5. Fiscal Year. The fiscal year of the Association shall be determined by the
Board and having been so determined, is subject t<? change from time to time as the Board shall
determine in accordance with the Declaration.
ARTICLE VI.
ADMINISTRATIVE RULES AND REGULATIONS
The Board may from time to time adopt rules and regulations governing the details of the
operation of and as are designed to prevent unreasonable interference with the use of the Property by
the Members in accordance with the Declaration.
ARTICLE VIT.
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VIOLATIONS AND DEFAULTS
In the event of a violation (other than non-payment of an Assessment or fee by a Member) of
any of the provisions of the Declaration, these By-Laws, the Articles or any rules and regulations of
the Association, the Association shall, after reasonable notice to cure not to exceed fifteen (15) days,
have all rights and remedies provided by law and in the Declaration including without limitation the
right to sue for damages, the right to injunctive relief and, in the event of a failure to pay Assessments
or fees, the right to foreclose its lien as provided in the Declaration. In every such proceeding the
Member at fault shall be liable for court costs and the Association's reasonable attorney's and
paralegals' fees through all appellate levels. If the Association elects to enforce its lien by
foreclosure, the Member shall be required to pay a reasonable rent for his Tract during the litigation
and the Association shall be entitled to the appointment of a receiver to collect such rent A suit to
collect unpaid Assessments or fees may be prosecuted by the Association without waiving the lien
securing such unpaid Assessments or fees.
ARTICLE VITI.
OBLIGATIONS OF MEMBERS
Section 1.,Assessments. All Members are obligated to pay, in accordance with the
provisions of the Declaration, all Assessments imposed by the Association to meet all expenses of the
Association, which may include, without limitation, liability insurance policy premiums and
insurance premiums for policies to cover repair and reconstruction work in case of hurricane, fire,
flood or other hazard.
Section 2. Delinauent- Assessments. All delinquent Assessments shall be enforced
collected or foreclosed in the manner provided in the Declaration.
ARTICLE IX.
AMENDMENT OF BY-LAWS
Except where the Declaration or the Articles provides othelWise, these By-Laws may be
amended in the following manner:
(a) Notice. Notice of the subject matter of a proposed amendment shall
be included in the notice of a meeting at which a proposed amendment is to be considered.
(b) Resolution. A resolution for the adoption of a proposed amendment
may be proposed either (a) by the affIrmative vote or written consent of a majority of the Class "A"
Members and the affirrnative vote of the Class "B" Members (so long as the Class "B" Members,
exist); or (b) by the affirmative vote of the Class "B" Members. Members not present in person or by
11
proxy at the meeting considering the amendment may express their approval in writing, provided that
such approval is delivered to the Secretary prior to the commencement of the meeting. The approval
must be by not less than a three-fourths (3/4) of the total votes of the Members of the Association,
except that the Developer shall have the right to vote amendments while the Class "B" membership
exists.
(c) Prohibited Amendments. No amendment may be adopted which
would eliminate, modify, prejudice, abridge or otherwise adversely affect any rights benefits,
privileges or priorities granted or reserved to the Developer or the holder of an institutional first
mortgage on Tracts within the Project without the consent of the Developer and such holder of the
institutional first mortgage in each instance. No amendment shall be made that is in conflict with the
Articles or the Declaraticn.
(d) Certificate. A copy of each amendment shall be attached to a
certificate certifying that the amendment was duly adopted as an amendment of the By-Laws which
certificate shall be executed by the President and attested by the Secretary or Assistant Secretary of
the Association with the formalities of a deed or by the Developer alone if the amendment has been
adopted consistent with the provisions of the Declaration allowing such action by the Developer. The
amendment shall be effective when stated therein.
ARTICLE X.
CONFLICTING PROVISIONS
In case any of these By-Laws conflict with any provisions of the laws of the State of Florida,
such conflicting By-Laws shall be null and void upon fmal court determination to such effect, but all
other By-Laws shall remain in full force and effect. In case of any conflict between the Articles and
these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and
these By-Laws, the Declaration shall control.
The foregoing were adopted as the By-Laws of Grove Plaza Master Property Owners'
Association, Inc., a Florida corporation not-for-profit. under the laws of the State of Florida-this -
day of , 1998. -
Robert Fay
President
Alice Fay
Secretary
FI1..1-284802
12
02-11-98 06:41 PM FROM CARNABAN ASSOCIATES
FE~-11-1998 17:50
P002
HuLLAN & l<r'Hr3HT
9544632030 P.02/09
AR'l'lCLES OF IN(~()IlP01UnON
OF
GROVE PLAZA MAS1'J(K PROPERTV OWNERS' ASSUCIATION, INC.
'1'~ underslull~d 1\lhk:rib.f., d1rllih'ln" to tow l( ~l}lpOJ'''tion not for ptotlt under Cb~pCet.
f117, florl~. StafUI:cS, btrtby lWOI,t lb~ foUowiug ~iclll' of Irteulporation.
AB.T1Ctl J
~ AND PRINCIPAL PJ.4~~~ Ul..I,tlS~
The ruuIre of t~ corpOI1U,i"lt .~11 be Grove Plftll\ Master Prupert)' Owners' Association,
Inc,. (tllt:! "Auocllltlonlt). The J'rinclpal offk(l ot tho ^'104,:iatl~n -hl\Jlln!t1a11y be InCited at:
Grove Plaza Master Property Owners' All80ciafinn
clo H8>,d.n Born1ed Storaee
160 N.W, H\th Street
SOCII ltatQD. PL 334'Z
~1'ICL~ II
PIJIlPO~~
The p~8e for which the ^!:8IJ~lation i~ orannlztc1 ill to enll,t g, I !,lUl'potaf.ion not for
rrofit In prutt:ttina the vnlue of the prop.ny of dJil Mr;:m~r. of thu Auocjlltlon. to exercise ...11
W~ Pllwort. Imd prl",U.seo.. ,,,\(j to l'artonn an nf thO dudOt; lUld obllllltiOI1l of the A~ocl.atloD a,
defined awl set forth in tM A.ml:!luJt.d and Restated M...t~r lJtcl11Ullou vr CnVQDlma, Cuw11tion.~
ami Restrictions for Grove "laze Plat (lhe "DcclIll'At\on-) to be recorded in Ihe oftieo of the
Clerk of the Cucuif Court in anu for Plllm Beacb Couury, IllorldA. afftK::Ung the property Itgally
described in the DecllU'~t1on (the "ProJecr") lncludini the l#1l\.ablishment and enCOl'ceMcnt of
pll)'rnent of QblugCi and 8SSeS$G10ntli ~antalned in the Declarat.ion. IUld to engage in such other
lllwtul (l.1.."tlvitic~ as may be 1.u the mutual beIWut of tllc Members wd their property. AU tenn~
Uled ;n t1lese Anicks which are tiefUlcd. in the Veclaral10n ~1I1\a...,c the &lime JUt"ilning in thes~
Antclei It~ In the Dc~larlA~tvl\.
ARTICLE m
FOWlt8&
'l'illil poweM of the AI~i.a(jnn shalllnolul1. and. be: 80vemed b)' lhe fntlowlna prQ...l~IQDS:
S~I.1f.m 1. COM~ON r ,A W AND STATUTUI\Y PQWB8S, The AssocIation 15uall
have &11 or the cowmon .l!\W ant} statutory llowen of ~ CQIpOrati011 not for pJoftt includina. but
PROM 9'5446321'111'1
1'J2- l 1-98 05; 50 l'M""-'- '----;002
~. -_._----~----~-- ~--
02-11-98 06:41 PM FROM CARNAFAN ASSOCIATES
FEJ;l-:t1-199a 17:51
PO''{
~"
HOLLAN (;. I'JIIGHT
954463<<030 P.03/eS
not li11lited to, thooe pOw~n set forth and described in Chaptet 617. Fl<:1Tida StAtUtOI. "II the llUl'lC
!JUly be lUnended fmrn time to tinll:. togr::thcr ~'hh\ 01 lIS nmitcd by, tb\lli\!l Artlclel, Old d1e
Bylaw~ uI the ASlOCladou. ~ lIIl may be am'JuJ~>d from tIm. to W)l&,
'ec:t41n 'J., NBCBSgA.RY PO.ww.. The AssoclatloR sh/lll have 411 Ute POWCl'll
re~~nnl1bly nec~ to implemen~ itl pllrpClse, UlCIllc11ng, lIul oot tin\itOfJ tv, tfkt, fnUnwlnt:
A. ''To ()petaU and J.UlInase the Comwon A:ml in 4CCOrOancb with the purpop
and i.ment cont4ln1<l ,in thtl1'leclarat1on;
ti, 1'" utah, "nd collect A~lK:,nmonts and oth.r cbl\T'cc." llaallUt. )..f.tsulbcf'S IS
I;';Mt~mph\led by ~ l}wllltl\t1oni
dutle&i
C. Tn USO lbe pcwocds nt NioJ~$ln1Clll' In the cxen::llie of its powen and
O. to mMhlta1n, repair, tepu and operate the C'.omnwn Anla lIoud t!xl
1mf'Mvemenr. 101,;1I1t'lCt thOl'QOlli
B. Tn recOnatnlct impmvcment8 Upon lbo COhtftlOlt ArtA all!!!,. calualty;
P. 1'0 made and ilmend the Bylaws for the Aesoc.latiuJ1 A1l.d Rul_ and
ReI;UJat1oll:' l'C:~pcctil1J dle U~ of the Project:
G. 1'0 pay till t....e~ 11l1d other a.IlIS....lI.enl~ which aN &11. "'&Wtst the COrlUllOD.
Area;
H. To ~ntOrce by legw means the prov.i.lQfls nf t.ht Det1an&llon, tbcse
Anfcles, tbe BY'llWII. the RIll~ and Rc:vJations of Lbo AS1'InctatiOh.
I. 1'0 provl~ for JYlllna~e.ment am! maintenance. andl w. its diacret.lon, to
autltUl'I7e a mana,emllu~ ASClro. to assist the Association in carrylna out it, powers and UUtir:A by
)')erformfng a;\.l~b fUlKlUODS as COUec.:lion (tf ASBeSSmtl"", prepamtion of m:u/dll, tDfoNtJnIlJ~
wlu:dult., and mainrenam.:.e oft.he Common A1'\~.. The As&oclatlon Ilhall, howover, r~ta.W It 111
tlrn08 tht poweTll l'lLld duties grantl:d it by common law I F1ul'kiIl Statult6 IIld lU01l omlnlLUCOfI
indu.UWl1 hill not limh~d to; the mlU\1na of 1118('l!ll,!'\l1\entt. the "~""Il'lUlptiClA of lull1 1U10
&1ll1atIOD'j lUad tbto t',xocution 01 CUlllJ'IIt~tJ\ on b6hAlt of Lh" Aunclt\tion.
J. To pOS4eBl, Elnj"i and ex~roist an POW'IS nc.ceuary to bnpll:tUent I enforce.
and C:lUl' into affflC& t1w powu. IlhO\lO deBcri.b~, Inc:ludfnc lhe puwer to lIt:q,uire, hold, iU1d
COfJ\lCY real ;tuu palonlll propeny,
2
FROM 9'544f.i12rPl
02-[ 1-98 O~'~O PM
fllOJ'
02-1:-98 06:41 PM FROM CARN~uAN ASSOCIATES
Fe8-11-199S 17:51
HOLLAN &. ktH Ci~n
P004
9544632030 P.04/fj9
K, To do lUlU perfonn all IlIch I.llhflt' acts and lbl.n.~ ~mUtt.d tWd to c.xerollu
~ powCJ," JnU1ted to II corporation Dot for profit under tM IIlW" or the Slate of floJ'kl.ic .". moA'Q
b,w~ 1lOW el.lllL or II the)' may hereafter provlde.
Section 3. l.!.UNDS ~ Tf'I'I.;S 'tQ P.ROt'l,Ul".({JI. All funda lUld tttlo to all
propen!es lItquirec1 by Ll10 AIJ:mciadon lmllhe proceeds Lhereot' IIbl\U be ~ only for fro, benefit
UL the M~lnbtrlj l4 ,coordance wiih the provlduu. of tltG Declar4fliclII.
Section 4, ~i, The l)Uwt.r~ of the AlIwociatlnn. abllll be "lIhje<;t to and
be ext!rcJsed in ncoon1atlce .....{t~ cbe pluvbinns of tho ~lA",UOD.
~TU!f,.1i ~
MEMJW..VIU ~.LL.1!PTni9 81UU1'1
SIet,;t1011 1. ~lU~~~, B\lery l'orson or ~tl" who LI lIU Owner shall be "
M~mbl'!.t' of the AlIlUl..~llltioD upon lhe lI(':(}uiaitlol1 ot fee ~iluple dtht 10, Of' IJ1 unc:Uvld~' inteN.
m. any poltlon of tile Pruj~"t ,,)' tiling a det"v therefor b1 thlll PubHc R800rds tlfJ\mward Co\Wty.
M.;o.mhcrship sIud1 bo "ppwrtenanl 10 11l1d mil}' nUl. be 1t1'R.ru.ted tro.,u tlWnc.ratUp of "aid intam~.
Mtm~uhip ~Iuill continue until such clute u tlte M,mblu lnmafottl Qr I,lUnV6)'~ bill iJll'I\tIlI of
.rtcClrd. or the. tnlt!1c~t is tnms&rred or conveyed' by '-"pera.tton of l:iw It "'hieb time Juomh~rsh.lo,
with res[J~ to tlJo inten:st eonvt\.yed. 'hall ~lTt()nhU1ca.uy bo ~"tCtted upun tlll~ trlMt.:w. No
pl"!'Mln or entity bolding an lnte/'Vs' ('It' Ally 1'Y.t* Of n"tuft WblUl$c.tevr,r in any purtlon M the
l'roJect llll IC'CUrity fot th~ pe,f'onnlLD.ce l.,lf an ohHgatJon Ilhllll ho II MemblL!t.
$el.:tiOll'l. VPUliQ. '.fhe AS~l~i;tfion sbl1ll llavt, two (2) l:laal't111. of vOUua
mwnbc~l1ip G' d,,~ribtrl in the De-;;lari'ltion.
61ll1C"LU
1!ltllATION
~ Aleocfatlon .hall II.". per}Jetual C:ldstence.
~1'1~ .Y.I
1I0Allp OJ!' '~CI0A8
'nIt: affatrs of Lb. Aunclntion shall be mllQBged by fa BoaTd of Dlfe<.WJ:l coaaiatlJtg uf not
Ic:"'~ ~ thnlll! (~) or more dJIW r.evcn (7) Direct~. Untll lIucl1 Hmo Ii$ tbv Devcloptr
reUnqui,dltll control or IIff! A.lI&~huion, al <fCMlribad in the DeclnnLtiull I11d Bylltw.. d~
Dev~loper Shalll.A'Vc the n,hl tv a.ppoint II majority of the membeu of tho ~olU'd of I)Jn:c.totJ
lInd to aJ.'I,Jl'rlYe or dfsa)1V1\'1Ve fho Ilppolnnnt'nt of all Qffu:"ti of rho Asaoc!&Uun, llurthet, nu
Oirector apPQ1u~ h)' the tltvellJ}I(lt' need bo 11 ).fe.mber; however, 1111 DUecton .,leck~ hy
3
I' lWM ':'I ';.1 4 e '~ 2(1 "I n
02"'11'" gg 05: s'l;PM- -
?On4
--- . -------- ---------~~-~~~--
02-11-9806:41 PM FROM CARN,t.114N ASSOCIATES
~EE-11-19~8 17:51
HOLUI~~ & 1<.1 J I GHT
POGS
9544632030 P.05/09
Memberll othei titan lhe Dcvelo(lct m\lGt be Mt-ml16t3. n. ildl.ial Btl~rd shall (!OPlltat nf t.bree
m OWetOr& al'polated by the Dtvoloper, 'Uw DeveJuper shllll be entitled lit any timo, and (1'Oln
tia1e tu clme, to romov8 or &'~J,IACC a.ay DIJ't:Ctor <'ri8hJAUy appuwterl by the Dtvc.1optJr. '!1J.
Devell'>per may \v.uv~ fit Nu.n<lul~h In whnlc or in pIIU1 any of its rigbt. to appoiDt any O~ or
more of lbe Ot:octOl1U hi entitled to appoint. The fol1owlnA VeSSOl1l\ ~ha.U ClOn.tU"l~ t,ha initlllt
In.\rd of :Dlnct.ol'l:
.rwuc
Acl~
Robert Fay
0/0 Haylle,n Bonded $IUnlse
160 N.W. 16th SU-ed
B008 lbI.Wn, T7L 33432
AHoe Pay
010 lb}'dt'ln Bon40<l Sron.iC!
160 N.W. 16tb Str~
Bo~ Raton, JlL 33432
ClO HaydC&1 Ronoca StoI'M8"
160 N.W. 16th SlaMt
lXlooRatuu, PI. :;3432
Wllltor JIllkt
a 1l1'1l:;LoIt..Dl
(J(I~lCERS
'l'bo ottlcen. uamed in tblll Article vn ^IJ&U leND Ul.ldt replaaed by tho Pevc10p01 or uIrtU
tbe first NlCu1ar mooting of the Boa1l1 of DitectUJ N) wWchov.t sball (K."Cur flrlt. OffIceril electM
at Lh. first meeting of tilt': 8()ard sIIAU l,oW offiC'.o untU the nexl lInnual meetlng of the Boord of
Directon. or until their succe,avu .hall l\a\'e beeu appointed and shall qWl1if)'. So 10nll aa ,"be
Peveluper reWnfl contNl of the Association, as defined in the Deoe,hltoAtfon, no OffIcor olcctod
0)' tho l!oaIlJ lit-all "cl"le the Allodatlnn until sucb tiwe as tho Oeveloper Iipprovc3 the OfTh:et.
Upon the r.Jflct.ion of lIot.l Of'tice.r by the Board of Directors. whether tho oteoc1ou Ol;C,lI" at the
Annual meeting (U nt,hccwise, thl.1 BuArd ,~hall fonbwlth !lluht'l\it tho muue ui sucla newlyappo.lnk,d
OM",'\lI or' Officers. all lhe el\~ mny be. in writ,inc-. to the ~elopor. 111. D~ve-J.or~ shaD
A~proVO oNJidppravc Mid Oftk~rJ or Ufflccrs. w1tbu) twe.nty ~;l.O) dl~1l Atb!lr receipt of lI31d
"an1' or D"moo. In the ~\I~nt t!tc Devel0plL!1' ralls t<l net wlctdu IJOCh tlmo period, I~ f,,,lure
shlln be deemed aWI'trv4L by the DI:ye1oper, 'lbe ilrldal Office,.. .hAn cuDslat of II. Preddeut.
Sect'etlU'Y. and 'treasurer. The follow-ine- per~ms ,tcrvc AI Offlwra; or the AssocJatlon,
PresIdent
T~"lf"'~r
Ru~rt Fa)'
Alke PA)'
Wllller Janke
Secntt.ary
4.
!'ROM 9'544"'~::::010
02-( 1-98 O~:50 PM __W~ -
.. __."J
02-11-98 06:41 PM FROM CARN~AN ASSOCIATES
FE!3-11-1998 1"(: 52
por~
.'.1
HOLLAI'-J &!, t.Jl GHT
9544632030 P.S6/09
A,R'rrcJ.E YJII
~fMNU'JC;\nmt
nvcry ,t)h~or IInd Officer of the AssooUUioD wJfiul be looemnlfled by llu~ AI~il.ulon
l.U pruvlded ;n the Declarlllion,
ARl'lCl.E..JX
B1.lJSClUB~
The mlJno~ and IlddreB~s of the aubscrlben tu 1I1c..e ArtlclN vC 1I1cosporal.1on aa:
NluDI
Robert Fay
Ad~"'fj
Allee PIIY
c(u Hayden 80llded StoIV.ifl
1 hO N. W. l6tb Street
J<K:a Raton, PI.. JH:J2
010 Uayden Bonded StolllHo
IflO N.W. 16th Sired
Boc. ll.\ton. FL 33432
Walter Janke
0/0 Hayde11 Bonded SlOxqo
lf1[1 N.W. 16th Strr.ct
Boca bton, IlL 33432
rUll'lCLU
JlfLAWS
The Bylllw", of the ./\88ocb&Uon nUl>' bo adopCCKl, amen.dod. alterud, or ft"...cinded as
provitlt',(! in the BylAwtij plQvided. "0"'0\'.1, tbal at 00 timo llba11 ,h~ Bylawi\ confi1cc willa tht'llle
ArlU:lc8 of Incolporatinn or the Dec.:W'ltitln. until such time M tbe DeveluJ.let rellnquisbes
contrul of tho NJaocWlOD, 110 I\mendmerus to t.he B)']~w~ abu.U be cft'ectlvo un1e18 tht bt:veloper
shall bave joined i.u "net <10""P~ed lU li"l.\~b lIMcndment In wtitin!,
ARTiCLE Xl
AM'ENTlMENTS
Sectlon 1. M'W:nl)IJ O~ AMENDMHNT. Altllratlon, llmcDchnent: or resci,,~ion of
t1~se ArUl;;l.. ..,,,,, be proPOled IUld l1doptcd in tbl: following ma.nnet:
5
F FltlM 9<;4 41".1:,n'~n
02-11-98 05:,50 PM
T ~
f'006
~------~~~----------_._-~
02-11-98 06:41 PM FROM CARN~UAN ASSOCIATES
~~E-11-1998 17:52
POC?
HOLLAH &. 1<1-11 [.H1'
9544632030 P.0?/09
(1'1) The Rn&rd shall adopt Ii ,a'tJIIt'llution Getting forth the proposed llUIt'ndment,
and d1n=cti.ua 1hflt. it b, submitted to " voto lit Go metltWl 01 the mflnb6n, w4lc1J may be okboc
at tilt! luUtUItl or a SJ,'III.'il\' meetinc.
(b) Written Dotice 6etUnx earth I proposec1l111leltdmant or Q IlIl!lD'Ulry of the.
C~'::i to bf, offcoted thereby shllll be aiveo to "ell Memhor tntJtlfd '1,.1 V()fe the1'OOn. whit.:1L
In~Jlt1& mLlY not ocellt le.u !ban ttn (10) days "nt' later dwl thuty (11l) daya from de ,ivJltB of '
nodef of lhl.'l meetinr to con.ldor tM proposed ameJWmt.lIt.
(c) At luoh woofing of the Momwu, & vnto of the MeUlUeI'~ cntitled to vult:,
Lh~J'eol\. as provided ita the OoclllIlltion I shall be tllJ<.n on the proposed lUD~Ddill~l1t. The
proposed oullenrlment IhQ1l tHt adopted upon 'OI:,hlol ,hll aJfirmative vlJlb 01 It 'IOvenry-flve
).'e1'Cr.nt (75 %) or 'h. vote! nf the Membe.r,~,
SOOtiOD 2. 1i'.U~.fn6,fJ QF~. Any numbe,( of amondm.llt_ may kif.
r.ubslltu\ed \,"' the ,Mc;anbMs and voted tl}ll"ln by them ji( ulle mectin~.
S~tion 1. ~ CONSB1'5.T. U'lill of thG Members elialibl. to vOle sip lL
wriUr.n Q~m.nt manlff'oRrin, tholr intentious that JUt amelldmlnt \.U lht. Alfidos be adupted, then
the amenwuent ~hall thereby ~ adopted DS though lilt pmceclUN SOt tanh u. ~all 1 of tb1s
A rt,icle baa bMa ~lNltled,
Scotion 4. pEVEL01lJlR'1 CO~S.BNT, For so long... c.UllC,. tho Dev~t 1. tht.
Owner (Jf HAJ'I T /It or property ld'Coeted by thest Artlelell ot Amendment hm:f.o, DO l'lMe!ldtllll2t
wl11 he d'focUv8 ",ltJwut 1M Dl:welopor'. e;xp.ttm written CO[\811l(.
AllJ'lCLE XII
U1S.soU.rnr~
The, A!l:iocia.tioCt may be ni~50Jycd with 1fll~ wntten eoaseat of Dot.lN., tIWllOVfllty-l1vo
rerecnt (7' $) ut el\r.h class of Mem~.t, llpon 4lss0lutlou uf the A&lJ()oladon, other t.han
lnOldMl 10 a mcraDr Of WDlIOUdatlon, the l.,etl uf the AssociAdOI1 shill be dedtooted to IlJ1
i\flpl'Oprl4r6 public astoftr:y to be u&ed for purl.l(l~llinlilAr to Uluse for whtah Ibis AaaocJal1on '\IVIUJ
CAlMlfd. Tn tho D'Ient 'lhti Ituch dedication l~ nf\llll:d Ilc<<:(ltAn<;o, SUQb &lliel' "hall b~ gl.'llft~"d,
ennveyed and alllt&"ed to any non-pru!lt wcpf1""uon, 8s'0t.'1atirlll. trudt Ot odw orgw,nlzation t{}
N dev(.teoi to luch &lmillI vurpoSI:'JI.
AB.nCLE UJ
BEGJST1r.~~ IW~' 6-NIl REGlS'J'>>R1tU Of.1ICE
Th. Initial rogiaterwd oMt.:" I,)f this COJ1loJ'4Uon ~l.iall be c/o HIl}/den BloM4w Storqe
WhMO ItINt addftSJ ill 1(1' N. W. 16U1 Stnlc:t, BQ('-'\ Ratoo. PlorUb. 13432. 'lbf hPo<,iMlion
6
FROM Q"i4 415 '320 JO
02-11-98 05:50 PM
r r,) 0'7-
~1
-- ------- - - ~
02-11-98 06:41 PM FROM CARNL~AN ASSOC:ATES
FEB-ll-l':l'::U::l l'r::>~ HULLHH t< \',111\.11-11
P008
~~44b~~~~ ~.~~/~~
shl'lll have lho rl,bl t.u u~silnate !lllh~uent ~~IAlemJ aRen'. Q1~thoUl amendment these ArticlC5
of InCUI]JOl-atiotl,
m WTTN1?tIS WHEllBOP I the \Jnder~~~"oo subscribers ba\'~ hel'~t.n act thOlt band. thill
__.._ du.y of Mll.ll.:h, 1998,
Rube,rt Fay
A1i~ Pay
WULeI' 11ll1ko
STATB O'
COUNl'Y Of
~)
~ IS.
-)
The fOtf.r;nh\1 inauumetlt wall (\(.In-1C'lwlodaQ(l ~"Olll W~ thi5 ___ da)' of
I 1998. by Robert l'ay, who is pel~uuaUy kftown to me or ba. prUl.111('r.d
as b.h:ul.iflciltion,
N\M.r)" P\1blk.
NIUIW of NOlAI)' Pr'inltllJ.
-
(NOTA.RY stW..)
My comwblllvu Cll(plreA:
:M~ (',nmmtaaion numbar b:
7
PROM 9,:.441),;::r:I'3r1
02-11-98 05:50 PM
rooe
;
02-11-98 06:41 PM FROM CARNA~AN ASSOCIATES
F~13-11-1Cl'::'8 .. '1., 52
_ .,.. '" r huLLAH (~l Il J UHT
P009
~S44632~30 P.09/09
f)TATB 0' ....
.)
: 1\1.
couNTY OF ____
)
The fur~&o1n8 ~n~tmment \\Ill.\ Ildl..llowledgtld bo!ot~ m~ this --" d~y of
.. l!)9i. by ~e Fly'. wno is peuunWJy known to me or hu !)rorluced
as ldcl1tilil:lUon,
--
Notuy P\lhl!o
N~t tot NoW't' P,IAt.M:
(NOTARY SE.U.)
M)' commlnlun e"J1'rts:
My c,omn1ia5~ mnnber iN:
SlAW OP '"
COtJN'n" Of
,~
: 83.
)
"J'1M:1 fott.3oin! mntrUlDen\ Wlt!l a(',\rnnw~lod btfow 111~ tbi$ _ day of
_' 1993, by Wf'.1t~r Janke:, who is pt:tsonally hClwn to 01. or 1..1 pmduced
II! ld~ututr=ati"n,
-,
Notary 1\tb&
NlUIIl\ "I' 1-J"~1 PsUoiecl.
(NUTARY SBAL)
My eonunlulun e'pjtt~:
My C(lJt'\n1;MiolllJ\lIUbI/Jr ls::
FfLl-7.K4'11)1
8
FROM QI;446120,0
02-11-9~ 05:50 PM
. 'l
TOTf'lL P.0~
ro09
. .:~.
',:i.
DRAFT
APR 3 1998
i.~7>t1l
DECLARA TION OF COVENANTS AND RESTRICTION j
FOR PlA;~N.'NGt:ANO
GROVE PLAZA MASTER PROPERTY OWNERS ASSOCIATION, INC. lONINGD...PT.
day of
"Declarant". )
This Declaration of Covenants, Conditions, and Restrictions b made this
, 1998 by Walter H. Janke and Alice Fay (collectively
WITNESSETH:
WHEREAS, Declarant is the owner of the real property described in Exhibit A"
attached hereto and incorporated herein by reference; and
WHEREAS, the real property described on Exhibit "A" and comprise the real
property (Collectively, the "Properties") which are encumbered by that certain Development
Approval for Grove Plaza Development, as the same has been amended, and as may be
amended in the future CGrove Plaza") as reflected by Notice of Adoption of Development
Approval by the Boynton Beach City Commission.
WHEREAS, the Grove Plaza Development requires a master property owners
association to be formed CMaster POA Requirement").
NOW, THEREFORE, Declarant declare that all of the Properties described in
Exhibits "A" and any additional property as may by Subsequent Amendment (as defined
herein) be added to and subjected to this Declaration, shall be held, sold, and conveyed
subject to the following easements, restrictions. covenants, and condi~ions which are for
the purpose of protecting the value and desirability of, and which shall run with, the real
property subject to this Declaration, amI which shall be binding on all parities having any
right, title, or interest in the described Properties or any part hereof, their heirs, successors,
successors-in-title, and assigns, and shall inure to the benefit of each owner thereof. This
Declaration does not ,and is not intended to create a condominium within the meaning of
Chapter 718, Florida Statues.
ARTICLE I
DEFINITIONS
SECTION 2 ownership.
SECTION 21. "Area of Common Responsibility" shall mean and refer to
the Common Areas, together with those areas, within any commercial establishment or
association, responsibility of the Association. In addition, the office of any property
manager employed by or contracting with the Association and located on the properties
shall be part of the Area of Common Responsibility.
SECTION 2. "Association" shall mean and refer to Grove Plaza Master
Property Owners Association. Inc., a Florida corporation not-for-profit, its, successors
and assigns. The "Board of Directors" or "Board" of the Association shall be the
body ha~ving its normal meaning under Florida law. and which Association shall be
governed by this Declaration, its Articles of Incorporation and its By-Laws and any rules
and regulations of the Association, all such documents being known as the" Association
Documents" .
3 /20 /98
1
DRAFT
SECTION 3. "Common Areas" shall mean all real property within the
Properties designated as Common Areas from time to time by plat instrument or recorded
amendment to this Declaration and provided for, owned, leased by, or dedicated to, the__ f' ,--{
common use and enjoyment 0 the Owners within the Properties. The Common Areas my )
include, without limitation, open space areas, improvements, easement areas owned bY
others, landscaping in public rights of way, lakes, fountains, irrigation pumps, irrigation
lines, swale areas, buffer areas, bike paths, sidewalks, streets, street lights, service roads,
walls commonly used, utility facilities, project signage, parking areas, other lighting,
entranceways, features and gates, as well as surface water management systems, including
all lakes, retention/detention areas, conservation areas, culverts and related appurtenances.
The Common Ar~as do not include any portion of a building. Notwithstanding anything
herein contained to the contrary, the definition of "Common Areas" as set forth in this
Declaration is for descriptive purposes only and shall in no way bind or obligate Declarant
to construct or supply any such item as set forth in such description. Further, no party
shall be entitled to rely upon such description as a representation or warranty as to the
extent of the Common Areas to be owned, leased by or dedicated to Association, except
after construction and dedication or conveyance of any such item. The common Areas shall
be convey'ed to the Association by the Declarant, and/or a Neighborhood Developer, its
successors and assigns, as may be applicable, free and clear of all encumbrances and the
Association shall accept such conveyance, subject to the provisions of Article VIII Section
2 hereof.
SECTION 4. "Community Completion Date" shall mean and refer to the
date upon which all improvements in the Properties, as ultimately planned and as fully
developed, have been conveyed by Declarant and other builders, developers or owners.
SECTION 5. "Declarant" shall mean and refer to Walter H. Janke and Alice
Fay and assigns. Any assignment which is made by Declarant may be of all interest of
Declarant or only a portion of such interests. Any Assignment shall be recorded in the
Public Records of the County in which the Properties are located.
SECTION 6. "District" shall mean and refer to the S')uth Florida Water
Management District and/or the Lake Worth Drainage District.
SECTION 7. "Master Development Plan" shall mean and refer to the plan
for the development of the Properties most recently approved by City of Boynton Beach,
Florida, as it may be amended from time to time.
SECTION 8. "Member" shall mean and refer to a person or entity entitled to
Membership in the Association, as provided herein.
SECTION 9. "Monthly Assessments" shall have the meaning set forth in
Article X, Section I (a) hereof.
SECTION 10. "Parcel Assessments" shall mean and refer to assessments
levied against all Owners in each respective parcel. The Parcel Assessments shall include,
without limitations, each Owner's pro rata share of the Assessments, as defined in Article X
hereof. charged to the Owners within a Parcel, collected by the respective Master Property
Owners.
Developer shall mean and refer to such person or entity which takes title to a
parcel for purposes of development, lease and/or sale of a particular product type in the
ordinary course of business and is designated as such by Declarant by Supplemental
Declaration as recorded in the Public Records of Palm beach County. Florida. Provided
however. Declarant reserves to itself. its successors and assigns, the right to declare more
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than on parcel, should Declarant, in its sole discretion, determine that such building is
being developed in a manner where the designation of more than one parcel would facilitate
the administration of a building type.
SECTION 11. "Operating Costs" shall mean and refer to all costs and
expenses of the Association and the Common Areas including, without limitation, all costs
of ownership; operation; administration; all amounts payable by Association; utilities; taxes;
insurance; bonds; security costs; salaries; management fees; professional fees; service cots;
supplies; maintenance; repairs; replacements; refurbishments; and any and all costs relating
to the discharge of the obligations hereunder, or as determined to be part of the Operating
Costs by Association. By way of example, and not of limitation, Operating Costs shall
include all of the Association's legal expenses and costs relating to or arising from the
enforcement and/or interpretation of this Declaration.
SECTION 12. "Owner" shall mean and refer to one or more persons or
entities who hold the record title to any lot, land, Parcel, Unit or Home which is part of the
Properties, but excluding in all cases any party holding an interest merely as security of r
the performance of an obligation. If any portion of the Properties is sold under a recorded
contract of sale, the purchaser (rather than the fee owner) will be considered the Owner.
The term "Owner" shall include the Declarant, and any Parcel Developer.
SECTION 13. "Parcel" shall mean and refer to a platted or unplatted lot or
tract, unit or other subdivision of real property upon which a Building has been, or will be,
constructed. Once improved, the term Parcel shall include all improvements thereon and
appurtenances thereto. The term Parcel. as used herein, may include more than one
Building.
SECTION 14. "Person" means a natural person, a corporation, a partnership,
trustee or other legal entity.
SECTION 15. "Properties" or "Grove Plaza Master" shall mean and
refer to the real property described in Exhibits "A" attached hereto and shall further refer to
such additional property as may hereafter be annexed by Subsequent Amendment to this
Declaration or which is owned by the Association.
SECTION 16. "Public Records" shall mean the Pub~ic Records of Palm
Beach County, Florida.
SECTION 17. "Reserves" shall have the meaning set forth In Article X,
Section l(d) hereof.
SECTION 18. "Special Assessments" shall mean and refer to assessments
levied in accordance with Article X, Section 9(b) of this Declaration.
SECTION 19. "Subsequent Amendment" shall mean an amendment to this
Declaration which adds additional property to that covered by this Declaration. Such
Subsequent Amendment may, but is not required to, impose, expressly or by reference,
additional restrictions and obligations on the land submitted by that Amendment of the
provisions of this Declaration.
SECTION 20.
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For the purposes of this Declaration, a building shall come into existence when
substantially complete or upon the issuance of a certificate of occupancy by the appropriate
agency of the City of Boynton Beach, Florida, or other local government.
ARTICLE II
RIGHT OF ENJOYMENT
Every Owner and the Declarant shall have a right and easement of enjoyment in and
to the Common Areas subject to this Declaration and to any restrictions or limitations
contained in any deed or amendment to this Declaration conveying to the Association or
subjecting to this Declaration such property,
ARTICLE III
MEMBERSHIP AND VOTING RIGHTS
SECTION 1. Membership. Each Owner, Phase, and all Parcel Developers,
for such period that such respective party owns any lands subject to this Declaration shall
be deemed to have a membership in the Association.
SECTION 2. Voting. There shall be deemed to be 6 total votes in the
Association. Each parcel shall have one vote of the Association. Except as otherwise
provide in this Declaration, the Articles or By-Laws of the Association, all votes shall be
exercised through the Board of Directors of the Association in the manner set forth in
Section 3 hereafter.
SECTION 3. Board of Directors. The Board of Directors shall be initially
comprised of three persons. Until three months after five parcels are sold or have been
conveyed by Declarant. its successors and assigns, to Owners, other than Parcel
Developers, or such earlier date as may be elected by Declarant, in it sole discretion,
Declarant shall have the right to appoint all members of the Board of Directors of the
Association and each member of the Board of Directors shall have an equal vote.
Thereafter, the Board shall be expanded to as many seats as there are Parcels within the
Properties at that time and each member of the Board shall have the voting power as set
forth below.
At such time as Declarant no longer appoints all members of the Board of Directors,
each Parcel shall elect one member to the Board of Directors of the Association. The
manner of election of such member shall be as set forth in the applicable Parcel Documents.
Should a particular Parcel be exempted by Declarant, in its sole discretion, by instrument
recorded in the Public Records of Palm Beach County, Florida, then the rights as otherwise
granted to such Parcel Association shall be exercised by the Owner thereof in accordance
with terms and conditions as set forth in such instrument.
Replacement of members of the Board of Directors shall be made by the respective
party with the right to so designate or elect the same.
SECTION 4. Implementation. Wherever a minimum affirmative vote is
required by the Association Documents, such vote shall be deemed to require the minimum
total vote of all votes permitted to be ca<;t of the Association and not a minimum vote of
those present and voting, even the same shall constitute a quorum.
ARTICLE IV
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MAINTENANCE AND PARCEL MATTERS
SECTION 1. Association's Responsibility. It is the intent of Declarant
that this Declaration and the Association only maintain and administer those functions
which are re common to all parcels. The Association shall maintain and keep in good repair
the Area of Common Responsibility, such maintenance to be funded as hereinafter
provided. This maintenance shall include, but not be limited to, maintenance, monitoring,
repair, and replacement, subject to any insurance then in effect, of all landscaping and other
flora, structures. wetland mitigation areas, wetlands and improvements situated upon such
areas, if applicable.
The Association may, in the discretion of its Board, assume other maintenance
responsibilities set out in any Subsequent Amendment of Declaration subsequently
recorded upon all or any portion of the Properties. In such eveflt, all costs of such
maintenance shall be assessed only against those Members residing in the portion of the
Properties to which the services are provided. This assumption of responsibility may take
place either by contract or because, in the opinion of the Board, the level and quality of
service tben being provided is not consistent with he community-wide standard of
maintenance of the Properties. The provision of services in accordance with this Section
shall not constitute discrimination within a class.
SECTION 4. Changes in Responsibility. Any changes which result in an
increase of the maintenance responsibility of the Association shall require a vote of 2/3
approval of the Board of Directors.
ARTICLE V
INSURANCE AND CASUALTY LOSSES
SECTION 1. Insurance. The Association's Board of Directors, or its duly
authorized agent, shall have the authority to and shall obtain blanket all-risk insurance, if
reasonably available, for all insurable improvements on the Common Areas. If blanket all-
risk coverage is not reasonable available, then at a minimum an insurance policy providing
fire and extended coverage shall be obtained. This insurance shall be in an amount
sufficient to cover one hundred (100%) percent of the replacement cost of any repair or
reconstruction in the event of damage or destruction from any insured hazard.
The Board shall also obtain a directors and officers liability policy in such amounts
as detennined by the Board of Directors and public liability policy covering the Common
Areas. the Association and its Members for all damage or injury caused by the negligence
of the Association or any of its Members or agents. The public liability policy shall have at
least a One Million ($1,000.000.00) Dollar single person limit as respects bodily injury and
property damage, a Three Million ($3.000,000.00) Dollar limit per occurrence, if
reasonably available, and a Five Hundred Thousand ($500,000.00) Dollar minimum
property damage limit.
Premiums for all such insurance shall be common expenses of the Association.
The policy may contain a reasonable deductible, and the amount thereof shall be added to
the face amount of the policy in determining whether the insurance at least equals the full
replacement cost. The deductible shall be paid by the party who would be responsible for
the repair in the absence of insurance and in the event of multiple parties shall be allocated
in relation to the amount each party's loss bears to the lotal responsible.
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Cost of insurance coverage obtained by the Association for the Common Areas
shall be included in the operating Costs, as defined in Article I, Section 15 and as more
particularly described in Article X, Section 3. All such insurance coverage obtained by the
Board of Directors shall be written in the name of the Association as Trustee for the
respective benefited parties, as further identified in (b) below. Such insurance shall be
governed by the provisions hereinafter set forth:
(a) All policies shall be written with a company licensed to do business in Florida
which holds a Best's rating of A or better and is assigned a financial size category of XI or
larger as established by A.M. best Company, Inc., if reasonably available, or, if not
available, the most nearly equivalent rating.
(b) All policies on the Common Areas shall before the benefit of the Owners and
their Mortgagees as their interests may appear.
(c) Exclusive authority to adjust losses under policies in force on the Properties
obtained by the Association shall be vested in the Association's Board of Directors;
provided, however, no mortgagee having an interest in such losses may be prohibited from
participating in the settlement negotiations, if any, related thereto.
(d) In no event shall the insurance coverage obtained and maintained by the
Association's Board of Directors hereunder be brought into contribution with Insurance
purchased by individual Owners, occupants, or their mortgagees.
(e) All casualty insurance policies shall have an inflation guard endorsement, if
reasonably available, and an agreed amount endorsement with an annual review by one or
more qualified persons, at least one of whom must be in the real estate industry and familiar
with construction in the Palm Beach County, Florida, area.
(f) The Association's Board of Directors shall be required to make every
reasonable effort to secure insurance policies that will provide for the following:
(i) a waiver of subrogation by the insurer as to any claims against the Association's
Board of Directors, its manager, the Owners, and their respective tenants, servants, agents,
and guests;
(ii) a waiver by the insurer of its rights to repair, and reconstruct, instead of paying
cash;
(iii) that no policy man be canceled, invalidated or suspended on account of any
one or more individual Owners;
(iv) that no policy may be canceled; invalidated, suspended on account of the
conduct of any Director, officer, or employee of the Association or its duly authorized
manager without prior demand in writing delivered to the Association to cure the defect and
the allowance of a reasonable time thereafter within which the defect llIay be cured by the
Association, its manager, any Owner. or mortgagee;
(v) that any "other insurance" clause in any policy exclude individual Owners'
policies from consideration: and
(vi) that no policy man be canceled or substantially modified without at least ten
( 10) days prior written notice to the Association.
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SECTION 2. Individual Insurance. By virtue of taking title to a Unit
subject to the terms of this Declaration, each Owner covenants and agrees with all other
Owners and with the Association that each Owner shall carry blanket all-risk casualty
insurance on his Unites) and structures constructed thereon as provided for in Section I of
this Article V, unless the Association carriers such insurance (which they are not obligated
to do). Each Owner further covenants and agrees that in the event of a partial loss or
damage and destruction resulting in less than total destruction of structures comprising his
Unit, the Owner shall proceed promptly to repair or to reconstruct the damaged structure in
a manner consistent with the original construction. In the event that the structure is totally
destroyed and the Owner determines not to rebuild or to reconstruct, the Owner shall clear
the Unit of all debris and return it to substantially the natural state in which it listed prior to
the beginning of construction,
SECTION 3. Damage and Destruction.
(a) Immediately after the damage or destruction by fire or other casualty to all or
any part of the Properties covered by insurance written in the name of the Association, the
Board of Directors, or its duly authorized agent, shall proceed with the filing and
adjustmerit of all claims arising under such insurance and obtain reliable and detailed
estimates of the cost of repair or reconstruction of the damaged or destroyed Properties.
Repair or reconstruction, as used in this paragraph, means repairing or restoring the
Properties to substantially the same condition in which they existed pr:or to the fire or other
casualty,
(b) Any damage or destruction to the Common Areas shall be repaired or
reconstructed unless the Voting Members representing at least seventy-five (75%) percent
to the total vote of the Association shall decide within sixty (60) days after the casualty not
to repair or reconstruct. If for any reason either the amount of the insurance proceeds to be
paid as a result of such damage or destruction, or reliable and detailed estimates of the cost
of repair or reconstruction, or both, are not made available to the Association within said
period, then the period shall be extended until such information shall be made available;
provided, however, such extension shall not exceed sixty (60) days. No mortgagee shall
have the right to participate in the determination of whether the common Areas damage or
destruction shall be repaired or reconstructed.
(c) In the event that it should be determined in the manner described above that the
damage or destruction still not be repaired or reconstructed and no alternative improvements
are authorized, then and in that event the affected portion of the Properties shall be restored
to their natural state and maintained by the Association in a neat and attractive condition.
SECTION 4. Repair and Reconstruction. If the damage or destruction for
which the insurance process are paid is to be repaired or reconstructed, and such proceeds
are not sufficient to defray the cost thereof, the Board of Directors shall, without the
necessity of a vote of the Members, levy a special assessment against all Owners in
proportion to the number of Units owned. Additional assessments may be made in like
manner at any time during or following the completion of any repair or reconstruction.
ARTICLE VI
NO PARTITION
Except as is permitted in the Declaration or amendments thereto, there shall be no
physical partition of the Common Areas or any part thereof. nor shall any person acquiring
any interest in the Properties or any part thereof seek any such judicial partition until the
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happening of the conditions set forth in Section 4 of Article V in the case of damage or
destruction, or unless the Properties have been removed from the provisions of this
Declaration. This Article shall not be construed to prohibit the Board of Directors from
acquiring and disposing of tangible personal property nor from acquiring title to real
property which mayor may not be subject to this Declaration.
ARTICLE VII
CONDEMNATION
Whenever all or any part of the Common Areas shall be taken (or conveyed in lieu
of and under threat of condemnation by the Board acting on the written direction of all
Owners and the Declarant) by any authority having the power of condemnation or eminent
domain, each Owner and the Declarant shall be entitled to notice thereof. The award made
for such taking shall be payable to the Association as Trustee for all Owners and the
Declarant to be disbursed as follows:
If the taking involves a portion of the Common Areas on which improvements have
been cons.tructed, then, unless within sixty (60) days after such at least seventy-five (75%)
percent of the total votes of the Association permitted to be cast shall otherwise agree, the
Association shall restore or replace such improvements so taken on the remaining land
included in the Common Areas to the extent lands are available therefore, in accordance
with plans approved by the Board of Directors of the Association. If such improvements
are to be repaired or restored, the above provisions in Article V hereof regarding the
disbursement 0 funds in respect to casualty damage or destruction which is to be repaired
shall apply. If the taking does not involve any improvements on the Common Areas, or if
there is a decision made not to repair or restore, or if there are net funds remaining after any
such restoration or replacement is completed, then such award or net funds shall be
disbursed to the Association and used for such purposes as the Board of Directors of the
Association shall determine.
ARTICLE VIII
ANNEXATION OF ADDITIONAL PROPERTY
SECTION 1. Annexation With Approval of Board. Subject to consent
of the owner thereof, on the affirmative vote of two-thirds 92/3) of the total votes of the
Association as cast by the board, the Association may annex real property to the provisions
of this Declaration and the jurisdiction of the Association by filing of record in the Public
Records of Palm Beach County, Florida, an amendment in respect to the Properties being
annexed. Any such amendment shall be signed by the President and the Secretary of the
Association, and the owner of the properties being annexed, and any such, annexation shall
be effective upon filing unless otherwise provided therein. The relevant provisions of the
By-Laws dealing with regular or special meetings, as the case may be, shall apply to
detennine the time required for and the proper form of notice of any meeting called for the
purpose of considering, annexation of property pursuant to this Section 2 and to ascertain
the presence of a quorum at such meeting.
SECTION 2. Acquisition of Common Areas. Notwithstanding the
provisions of Section I hereof, Declarant. its successors and assigns, may convey to the
Association additional real estate. improved or unimproved, located within the real property
subject to this Declaration, or annexed into this Declaration pursuant to Section I of this
Article, without consent of the Board. which upon conveyance or dedication to the
Association shall be accepted by the Association and thereafter shall be maintained by the
1/211/lJ}) 8
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Association at its expense for the benefit of all its Members. Any conveyance so made by
Declarant shall not require the joinder or consent or any party.
SECTION 3. Withdrawal. Unlil such lime as Declarant no longer owns any
portion of the Properties, any portions of the Properties (or any additions thereto) may be
withdrawn by Declarant from the provisions and applicability of this Declaration by the
recording of any amendment to this Declaration in the Public Records. The right of
Declarant to withdraw portions of the Properties shall not apply to any land which has been
conveyed ton Owner unless that right is specifically reserved in the instrument of
conveyance or the prior written consent of the Owner is obtained. The withdrawal of any
portion of the properties shall not require the consent or joinder of any other
party(including, but not limited to, Declarant, Association, Owners, or any lenders as to
any lands subject to this Declaration). Association shall have the right to withdraw land
form the Properties upon affirmative vote of 2/3 of the total votes of the Association as cast
by the Board. Under no circumstances shall land be withdrawn from this
Declaration or any amendment thereto that would result in any maintenance
responsibility for the City of Boynton Beach, a Florida municipal
corporation.
ARTICLE IX
RIGHTS AND OBLIGATIONS OF THE ASSOCIATION
SECTION 1. Common Areas and Rights-of-Way. The Association,
subject to the rights of the Owners set forth in this Declaration, shall be responsible for the
exclusive management and control of the Common Areas and all improvements thereon
(including, without limitations furnishings and equipment related thereto and common
landscaped areas, and shall keep it in good, clean, attractive, and sanitary condition, order,
and repair, pursuant to the terms and conditions hereof.
SECTION 2. Personal Property and Real Property for Common Use.
The Association, through action of its Board of Directors, may acquire, hold, and dispose
of tangible and intangible personal property and real property. The Board, acting on behalf
of the Association, will accept any real or personal property, leasehold, or other property
interests within the Properties conveyed to it by the declarant, its successors and assigns.
SECTION 3. Rules and Regulations. The Association, through its Board
of Directors, may make and enforce reasonable rules and regulations governing the use of
the Properties, which rules and regulations shall be consistent with the rights and duties
established by this Declaration.
SECTION 4. Implied Rights. The Association may exercise any other right
or privilege given to it expressly by this Declaration or the By-Laws, and every other right
or privilege reasonably to be implied form the existence of any right or privilege given to it
herein or reasonable necessary to effectuate an such right or privilege.
SECTION 5. l\'1ortgaging or Conveyance of Common Areas. The
Common areas cannot be mortgaged or conveyed unless approved by at least two-thirds
(2/3) of the total votes of the Association as cast by the Board.
, '
SECTION 6. DISSOLlJTION OF THE ASSOCIATION. If the
Association shall be dissolved, such portions of lhe common Areas which comprise the
surface water management system, more particularly described in Article IX hereof. shall
be conveyed to an appropriate agency of local government or, if not accepted, to a not-for-
3/20/98 9
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profit corporation similar in structure and purpose to the Association. This Section may not
be amended without the consent of the District. Under no circumstances shall the
City of Boynton Beach be responsible for any maintenance or repair
responsibilities in the Common Areas should the Association be dissolved.
ARTICLE X
ASSESSMENTS
SECTION 1. Types of Assessments. Each Owner shall hereafter be
deemed to have covenanted and agreed to pay to Association assessments at the time and in
the manner required by the Board, assessments or charges and any special assessments as
are fixed, established and collected from time to time by Association (collectively, the
"Assessments"), which Assessments shall be collected by the Association. The
Assessments levied by Association shall be used for, among other things, the purpose of
promoting the health, safety and welfare of the owners of the Properties, and in particular
for the improvement and maintenance of the Common Areas and any easement in favor of
the Association, including but not limited to the following categories of Assessments as and
when levied and deemed payable by the Board:
(a) Any monthly assessment or charge for the purpose of operating the Association
and accomplishing any and all of its purpose, as determined in accordance herewith
including, without limitation, payment of Operating Costs and collection of amounts
necessary to pay any deficits from prior years' operation and costs for compliance with
terms and provisions of the Grove Plaza Master Plan. (Hereinafter "Monthly
Assessments") ;
(b) Any special assessments for capital improvements, major repairs, emergencies
or non-recurring expenses (hereinafter "Special Assessments");
(c) Assessments of any kind for the creation of reasonable reserves for any of the
aforesaid purposes. At such time as there are improvements in any Common Areas for
which Association has a responsibility to maintain, repair, and replace, Association may,
but shall have no obligation to, include a "Reserve for Replaceme.lt" in the Monthly
Assessments in order to establish and maintain an adequate reserve fund for the periodic
maintenance, repair, and replacement of improvements comprising a portion of the
Common Areas (hereinafter "Reserves"). Assessments pursuant to this Section shall be
payable in such manner and at such times as determined by Association, and may be
payable in installments extending beyond the fiscal year in which the Reserves are
approved.
(d) Assessments for which one or more Owners (but less than all Owners) within
the Properties is subject, such as costs of. or costs relating to enforcement of the provisions
of this Declaration as it relates to a particular Owner or Unit ("Individual Assessments").
The cost thereof, plus the reasonable administrative expenses of Association, shall be an
Individual Assessment. The lien for an Individual Assessment may be foreclosed in the
same manner as any other Assessment.
SECTION 2. Designation. The designation of Assessment type shall be made
by Association upon affirmative vote of 2/3 of the total votes of the Association as cast by
the Board. Such designation may be made on the budget prepared by Association,
SECTION 3. Allocation of Operating Costs.
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(a) For the period until the adoption of the first annual budget, the allocation of
Operating Costs shall be as set forth in the' initial budget prepared by Declarant.
(b) In the event the Operating Costs as estimated in the budget for a particular fiscal
year is, after the actual Operating Costs for that period is known, more or less than the
actual costs, then the difference shall, at the election of Association: (i) be added to the
calculation of Monthly Assessments for the next ensuing fiscal year; or (ii) be immediately
collected from a Parcel as a Special Assessment. Association shall have the unequivocal
right to specially assess a Parcel retroactively on January I st of any year for any shortfall in
Monthly Assessments, which Special Assessment shall relate back for the prior year to the
date that the Monthly Assessments could have been made. No vote of the Owners shall be
required for such Special Assessment (or for any other Assessment except to the extent
specifically provided herein).
(c) Each Parcel and the Members thereof agree that so long as it does not pay more
than the required amount it shall have no grounds upon which to object to either the method
of payment or non-payment by the other Parcel of any sums dues.
SECTION 4. General Assessments Allocation. Except as hereinabove or
hereinafter specified to the contrary, Monthly Assessments, Special Assessments and
Reserves shall be allocated by each Parcel equally to each Owner.
SECTION 5. Commencement of First Assessment. Subject to the
provisions hereof, Assessments shall commence as to each portion of the Properties on the
date determined by the board of Directors of the Association upon affirmative vote of 2/3 of
the total votes of the Association as cast by the Board. The Board of Directors, in their
discretion, may assess unimproved portions of the Properties at a lower rate than completed
units. Notwithstanding the foregoing, no Assessment shall be made against the parcels and
by the Grove Plaza Development Corporation. With respect to assessments during a period
in which all or a portion of the lands described herein are exempt from assessment,
assessments shall be only imposed against lands which are subject to assessment.
SECTION 6. Short falls and Surpluses. All Persons subject to this
Declaration acknowledge that because Monthly Assessments, Special Assessments, and
Reserves are allocated based on the formula provided herein, it is possible that Association
may collect more or less than the amount budgeted' for Operating Costs. So long as
Declarant owns any portion of the Properties, Declarant shall either fund all or any portion
of the shortfall in Monthly Assessments not raised by virtue of Monthly Assessments
against the Parcel or to pay Monthly Assessments on Units. Declarant shall never be
required to fund shortfalls in or pay Special Assessments, management fees or Reserves.
Any surplus Assessment collected by Association may be allocated towards the next year's
Operating Costs or, in Association's sole and absolute discretion, to the creation of
Reserves, whether or not budgeted. Under no circumstances shall Association be required
to pay surplus Assessments to Owners. Provided however, under no circumstance shall
Declarant be required to pay any portion of any shortfall arising by virtue of any lands
being exempt form assessment as set forth in Section 6 above or otherwise under this
Declaration.
SECTION 7. Budgets. The initial budget of the Association and each annual
budget thereafter shall be adopted by an affirmative vote of 2/3 of total votes of the
Association as cast by the Board, THE INITIAL BUDGET OF THE ASSOCIA TlON IS
PROJECTED (NOT BASED ON HISTORICAL OPERATING FIGURES).
THEREFORE, IT IS POSSIBLE THAT ACTUAL ASSESSMENTS MAY BE LESSER
OR GREATER THAN PROJECTED.
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SECTION 8. Establishment of Assessments. Assessments shall be
established in accordance with the following procedures:
(a) Monthly Assessments shall be established by the adoption of a twelve (12)
month operating budget by the Board. Written notice of the amount and date of
commencement thereof shall be given to each Parcel and its Members not less than ten (10)
days in advance of the due date of the first installment thereof. Notwithstanding the
foregoing, the budget may cover a period of less than twelve (12) months if the first budget
is adopted mid-year or in order to change the fiscal year of the Association.
(b) Special Assessments and Individual Assessments may be established by
Association, from time to time, and shall be payable at such time or time(s) as determined.
So long as Declarant, its designated successors and assigns, owns any of the Properties,
no Special Assessment shall be imposed without the consent of Declarant, its designated
successors and assigns.
(c) Association may establish, from time to time by resolution, rules or regulations,
or by delegation to an officer or agent, including a professional management company.
SECTION 9. Assessment Estoppel Certificates. No Owner shall sell or
convey its interest in an interest in the Properties subject to this Declaration unless all sums
due the Association have been paid in full and an estoppel certificate in recordable form
shall have been received by such Owner. Association shall prepare and maintain a ledger
noting Assessments due form each Owner. The ledger shall be kept in the office of
Association. or its designees, and shall be open to inspection by any Owner. Within ten
( 10) days of written request therefore, there shall be furnished to an Owner an estoppel
certificate in writing setting forth whether the assessments have been paid and/or the
amount which is due as of any date. As to parties other than Owners who, without
knowledge of error, rely on the certificate, the certificate shall be conclusive evidence of the
amount of any Assessment therein stated. The Owner requesting the estoppel certificate
shall be required to pay Association a reasonable sum to cover the costs of examining
records and preparing such estoppel certificate. Each Owner waives its rights (if any) to an
accounting related to Operating Costs or Assessments.
SECTION 10. Payments of Real Estate Taxes. Each Parcel Owner shall
pay all taxes and obligations relating to its lands which, if not paid, could become a lien
against the lands which is superior to the lien for Assessments created by this Declaration.
SECTION 11. Creation of the Lien and Personal Obligation. Each
Parcel Owner, by acceptance of a deed or instrument of conveyance for the acquisition of
title to any land subject to the terms of this Declaration, shall be deemed to have covenanted
and agreed that the Assessments. and/or other charges and fees set forth herein, together
with interest, late fees, costs and reasonable attorneys' fees and paraprofessional fees at all
levels of proceedings including appeals, collections and bankruptcy, shall be a charge and
continuing line in favor of Association encumbering such land and all personal property
located thereon owned by the Owner against which each such Assessment is made. The
lien is effective from and after recording a Claim of Lien in the Public Records stating the
legal description 'of the land, name of the Owner and 'the amounts due as of that date, but
shall relate back to the date that this Declaration is recorded. The Claim of Lien shall also
cover any additional amounts which accrue thereafter until satisfied. Each Assessment,
together with interest, late fees, costs and reasonable attorneys' fees and paraprofessional
fees at all levels including appeals, collection and bankruptcy, and other costs and expenses
provided for herein. shall be the personal obligation of the person who was the Owner of
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the land subject to this Declaration at the time when the Assessment became due, as well as
the Owner's heirs, devisees, personal representative, successors or assigns.
SECTION 12. Subordination Of The Lien To Mortgages. The lien for
Assessments shall be subordinate to bona fide first mortgages on the applicable portion of
land subject to this Declaration, if the mortgage is recorded in the Public Records prior to
the Claim of Lien. The lien for Assessments shall not be affected by any sale or transfer of
such land, except in the event of a sale or transfer (by deed in lieu of foreclosure or
otherwise) of such land pursuant to a foreclosure of a bona fide first mortgage, in which
event, the acquireI' of title, its successors an assigns, shall not be liable for Assessments
encumbering such land or chargeable to the former Owner of the land which became due
prior to such sale or transfer. However, any such unpaid Assessments for which such
acquireI' of title is not liahle Illay he reallocated and assesscd to all Owncrs (including such
acquirer of title) as a part of Operating Costs included within Monthly Assessments. Any
sale or transfer (by deed in lieu of foreclosure or otherwise) pursuant to a foreclosure shall
not relieve the Owner from liability for, nor the respective pOItion of land subject to this
Declaration from the lien of, any Assessments made thereafter. Nothing herein contained
shalI be construed as releasing the party liable for any delinquent Assessments from the
payment thereof, or the enforcement of colIection by means other than foreclosure.
SECTION 13. Acceleration. In the event of a default in the payment of any
Assessment, Association may accelerate the Assessments then due for up to the next
ensuing twelve (12) month period.
SECTION 14. Non-payment of Assessments. If any Assessment is not
paid within fifteen (15) days (or such other period of time established by the Board) after
the due date, a late fee of $25.00 per month per delinquent Unit (or such greater amount
established by the Board), together with interest in an amount equal to the maximum rate
allowable by law (or such lesser rate established by the Board), per annum, beginning from
the due date until paid in full, may be levied. Association ,may, at any time thereafter,
bring an action at law against the Owner personalIy obligated to pay the same to the
Neighborhood Association and/or Phase Association, and/or foreclose the lien against the
Unit, or both. Association shall not be required to bring such an action if it believes that
the best interests of Association would not be served by doing so. There shall be added to
the Assessment all costs expended in preserving the priority of the lien and all costs and
expenses of collection, including attorneys' fees and paraprofessional fees, at all levels of
proceedings, including appeals, collection and bankruptcy. No Owner may waive or
otherwise escape liability for Assessments provided for herein by non-use of, or the waiver
of the right to use the Common Areas or by abandonment of a Unit or land.
SECTION 15. Exemption. Declarant, at Declarant's sole option, may pay
Assessments on Units owned by it or shall pay the shortfalls as set forth in Section 6 of
this Article. In addition, the Board, upon affirmative vote of 2/3 of the total votes of the
Association as cast by the Board, shall have the right to exempt any portion of the
Properties subject to this Declaration from the Assessments. provided that such part of the
Properties exempted is used (and as long as it is used) for any of the following purposes:
(a) Any easement or other interest therein dedicated and accepted by the local
public authority and devoted to public use:
(b) Common Areas:
(c) Any of the Properties exempted from ad valorem taxation by the laws of the
State of Florida:
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(d) Any easement or other interest dedicated or conveyed to not for profit
corporations for the use and benefit of residents in the Development of
Regional Impact of which the Properties are a part.
Except as otherwise provided in this Article, and in this Section, no land or improvements
devoted to a Unit shall be exempt from Assessments.
SECTION 16. Collection by Declarant. If for any reason Association shall
fail or be unable to levy or collect Assessments, then in that event, Declarant shall at all
times have the right but not the obligation: (i) to advance such sums as a loan to
Association to bear interest and to be repaid as hereinafter set forth; and/or (ii) to levy and
collect such Assessments by using the remedies available as set forth above, which
remedies, including but not limited to, recovery of attorneys' fees and paraprofessional fees
at all levels including appeals, collections and bankruptcy, shall be deemed assigned to
Declarant for such purposes. If Declarant advances sums, it shall be entitled to immediate
reimbursement, on demand, from Association for such amounts so paid, plus interest
thereon at the Wall Street Journal Prime Rate plus two percent (2%), plus any costs of
collection including, but not limited to, reasonable attorneys' fees and paraprofessional fees
at all levels, including appeals, collections and bankruptcy.
SECTION 17. Rights to Pay Assessments and Receive
Reimbursement. Association, Declarant, any Parcel Developer and any respective
Lender with respect to any portion of land subject to this Declaration shall have the right,
but not the obligation, jointly and severally, and at their sole option, to pay any
Assessments or other changes which are in default and which mayor have become a lien or
charge against such portion of land. If so paid, the party paying the same shall be
subrogated to m enforcement rights of Association with regard to the amounts due.
ARTICLE XI
DRAINAGE AND SURFACE WATER MANAGEMENT
SECTION 1. Drainage System. Any drainage system shall comply with the
terms and conditions of the Crove Plaza and the District permit referenced in Section 2
hereof. The respective Parcel Developers shall be solely responsible for (i) the drainage
systems which are internal to the each respective parcel and (ii) any environmental
mitigation areas and conservation areas lying solely within the respective parcel. The
Association shall have no responsibility for installation, maintenance, cost or expense with
respect to items (i) and (ii) above. Except as set forth in Section 2 below, the
Declarant and Association shall have no responsibilit), for any drainage
s)'stem installed by an~' Parcel Developer, an)' environmental mitigation
areas or consenation areas lying solei)' within a Developer, an~'
. I'" . I . I I . tll'
envlronmenta mitigation areas or conservation areas )'IDg so e y WI IR a
respective Parcel and Association shall haye no responsibilitJ' for any
dFainage system internal to a Parcel, The sole responsibility of the Association with
regard to drainage being the maintenance of surface water management systems as set forth
in Section 2.
SECTION 2. Surface 'Vater Management Regulations. Association
acknowledges that the surface water management system is within the Common Areas of
the Association, or within the respective Common Areas of a Parcel and Association is
responsible to operate and maintain such surface water management system, includin~ any
monitoring requirement. which may be associated therewit~ (but specifically excludes Items
(i) and (ii) of Section I above). The costs of the operatIon and maintenance of surface
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water management system is part of the Operating Costs of Association and each Owner
shall pay Assessments which shall include a pro rata share of such costs. An estimate of
the costs of operation and maintenance of the surface water system, if any, will be included
in each budget of Association. Association shall submit to the District any proposed
amendment to the Association Documents which will affect the surface water management
system, including any environmental conservation areas and the water management
portions of the Common Areas of the Association or the common areas of the
Neighborhood Associations. The District shall then inform Association as to whether the
amendment requires a modification of the surface water management permit for the
Properties. If a modification of the water management permit is necessary, the District
shall so advise Association. Once Association receives the modification to the water
management permit and any conditions to the permit, both shall be attached as an exhibit to
an amendment to this Declaration which amendment shall not require the approval of the
Owners. Association shall maintain copies of all water management permits and
correspondence with respect to such permits for the benefit of the Association. After initial
construction of the surface water management system, the permit applicable thereto as
issued by the District may be assigned by Declarant to Association, and upon such
assignme'?t, Association shall assume rights and obligations thereunder.
SECTION 3. Conditions of the Properties. Swales and waterbodies,
whether man-made, altered or natural are part of or contribute to the Surface Water
Management System and are not designed as aesthetic features. Rainfall and groundwater
elevations may affect the depth of waterbodies from dry to deep, and the maintenance of a
particular water level is not the responsibility of the Association or Declarant.
All Persons, Owners, Mortgagees, and all of their invitees and licensees are hereby
put on notice of these conditions of the Properties, natural, altered and man-made, and by
entering the Properties or acquiring any interest in any part of the Properties acknowledge
the necessary existence of these conditions which, under certain circumstances, may be
hazardous. Neither the Declarant not the Association shall have a duty to protect anyone
from the consequences of contact with these conditions.
ARTICLE XII
GENERAL PROVISIONS
SECTION 1. Term. The covenants and restrictions of this Declaration shall
run with and bind the Properties, and shall inure to the benefit of and shall be enforceable
by each of the Declarant, Association or the Owner of any Properties subject to this
Declaration, their respective legal representatives, heirs, successors, and assigns, for a term
of thirty (30) years from the date this Declaration is recorded, after which time they shall be
automatically extended for successive periods of ten (10) years, unless an instrument in
writing, signed by a majority of the then Owners, has been recorded within the year
preceding the beginning of each successive period of ten (10) years. agreeing to change
said covenants and restrictions, in whole or in part, or to terminate the same. Under no
circumstances shall the City of Boynton Beach be responsible for any
maintenance or repair responsibilities in the Common Areas should the term
of these covenants and restrictions expire.
SECTION 2. Amendment. Except as elsewhere stated herein, this Declaration
may be amended only by the affirmative vote or written consent, or any combination
thereof, of the Board of Directors representing 2/3 of the total votes of the Association.
However. the percentage of votes necessary to amend a specific clause shall not be less
than the prescribed percentage of affirmative votes required for action to be taken under that
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clause. Any amendment must be recorded in the Public Records of Palm Beach County,
Florida. Under no circumstances shall the City of Boynton Beach be
responsible for any maintenance or repair responsibilities in the Common
Areas as a result of an amendment to this declaration of covenants and
restrictions. '
SECTION 3. Indemnification. The Association shaH indemnify every
officer, director, and commiuee member against any and all expenses, including counsel
fees, reasonably incurred by or imposed upon any officer or director in connection with
any action, suit, or other proceeding (including settlement of it or proceeding, if approved
by the ten Board of Directors) to which he or she may be a party by any such reason of
being or having been an officer of director. The officers and directors shall no be liable for
any mistake of judgment, negligent or otherwise, except for their own individual willful
misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have
no personal liability with respect to any contract or other commitment m;Jde by the, in good
faith, on behalf of the Association (except to the extent that such officers or directors may
also be Members of the Association), and the Association shall indemnify and forever hold
each such officer and director free and harmless against any and all liability to others on
account of any such contract or commitmenl. Any right to indemnification provided for
herein shall not be exclusive of any other rights to which any officer or director, or former
officer or director, may be entitled. The Association shall. as a common expense, maintain
adequate general liability an officers' and directors' liability insurance to fund this
obligation, if such insurance is reasonably available.
SECTION 4. Delegation of Use. Any Owner may delegate, in accordance
with the By-Laws of the Association, his or her right of enjoyment of the Common Areas
adjacent thereto or as between adjacent units due to the unintentional placement or settling
or shifting of the improvements constructed, reconstructed, or altered thereon (in
accordance with the terms of these restrictions) to a distance of not more than one (1) foot,
as measured from any point on the common boundary between each Unit and the adjacent
portion of the Common Areas or as between said adjacent Units, as the case may be, along
a line perpendicular to such boundary at such point; provided, however, in no event shall
an easement for encroachment exist if such encroachment occurred due to willful and
knowing conduct on the part of an Owner. tenant, or the Association.
SECTION 5. Easements of Encroachment. There shall be reciprocal
appurtenant easements of encroachment as between each Unit and such portion or portions
of the Common Areas adjacent thereto or as between adjacent Units due to the unintentional
placement or settling or shifting of the improvements constructed, reconstructed, or altered
thereon (in accordance with the terms of these restrictions) to a distance of not more than
one ( I) foot. as measured from any point on the common boundary between each Unit and
the adjacent portion of the Common Areas or as between said adjacen, Units, as the case
may be, along a line perpendicular to such boundary at such point; provided, however, in
no event shall an easement for encroachment exist if such encroachme:Jt occurred due to
willful and knowing conduct on the part of an Owner, tenant, or the Association.
SECTION 6. Easements and Permits Reserved. In order to effect orderly
development of the Properties and to comply with governmental requirements, from time to
time existing, Declarant hereby reserves to itself. and its designated successors and assigns
(including, without limitation, the City of Boynton Beach, and any utility) blanket
easements upon, across, over. and under all of the Common Areas and the Properties for
ingress. egress, installation. replacing, repairing, and maintaining drainage, surface water
management system. and ~II utilities. including but not limited to, water, sewers, meter
boxes, telephones, gas. and electricity for the benefit of lands within the Properties. With
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respect to any such easement reserved, it is further reserved to Declarant, its successors and
assigns, the right to modify or relocate any easement. Any plat within the Properties or
specific grant of easement may designate the location of easements and upon such
designation, any modification or relocation of easement shall not adversely and materially
impact any buildings by falling within the building pad of a building, unless such easement
is required to serve the respective building. Any portion of the reserved easements may be
assigned by written instrument to the Association, and the Association shall accept the
assignment upon such terms and conditions as are acceptable to the assignor, or to any
other Person. If any portion of the reserved easement is assigned to the Association, the
Board shall, upon written request, grant such easements as may be reasonably necessary
for the development of any Properties or that may be annexed in accordance with Article
VIII of this Declaration. Association or and any Owners will, without charge, if requested
by Declarant: (a) join in the creation and/or relocation of the easements and the operations
thereof; and (b) collect and remit fees associated therewith, if any, to the appropriate party.
Any grant or relocation of easement or relocation of easement may be prior to or
subsequent to the conveyance of a Unit so encumbered.
Should any entity furnish a service covered by the general easement herein provided
request a specific easement by separate recordable document, the Board of Directors shall
have the right to grant such easement on said Properties without conflicting with the terms
hereof. The easements provided for in this Article shall in no way adversely affect any
other recorded easement on the Properties.
The Board shall have, by a two-thirds (2/3) affirmative of the total votes of the
Association as cast by the Board, the power to dedicate all or part 0 the Common Areas to
Palm Beach County, other local, state, or federal governmental entity.
SECTION 7. Severability. Invalidation of anyone of these covenants or
restrictions by judgment or court order shall in no way affect any other provisions which
shall remain in full force and effect.
SECTION 8. Litigation. No judicial or administrative proceeding shall be
commenced or prosecuted by the Association unless approved by a vate of seventy-five
(7590) percent of the Board of Directors. This Section shall not apply, however, to (a)
actions brought by the Association to enforce the provisions of this Declaration (including,
without limitation, the foreclosure of liens), (b) the imposition and collection of personal
assessments as provided in Article X hereof, (c) proceedings involving challenges to ad
valorem taxation, or (d) counterclaims brought by the Association in proceedings instituted
against it. This Section shall not be amended unless such amendment is made by the
Declarant or is approved by the percentage votes, and pursuant to the same procedures,
necessary to institute proceedings as provided above,
SECTION 9. Enforcement. The Declarant, Association. any Neighborhood
Association, any Phase Association or any Owner shall have the right to enforce, by a
proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens
and charges now or hereafter imposed by the provisions of this Declaration. Court costs
and reasonable attorneys' fees for a proceeding at law to enforce this Declaration, including
any appeal thereof, shall be borne by the Owner(s) against whom the suit has been filed. if
the Declarant. Association or other Owner who brought the proceeding prevails. Failure by
the Declarant, Association, applicable Neighborhood Association or by any Owner to
enforce any covenant or restriction herein contained shall in no event be deemed a waiver of
the right to do so thereafter.
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SECTION 10. Authority of Board. Except when a vote of the membership
of the Association is specifically required, all decisions, duties, anf! obligations of the
Association hereunder may be made by the Board. Association, Phase Association,
Neighborhood Associations and Owners shall be bound thereby.
SECTION 11. Approval of Association Lawsuits by Members. No
judicial or administrative proceeding shall be commenced or prosecuted by Association
unless approved by a vote of seventy-five (75%) percent of the Owners. This section shall
not. however. apply to:
(a) Actions brought by Association to enforce the provisions of the Association
Documents including, without limitation, the foreclosure of liens or
enforcement of Community Architectural Stands);
(b) The imposition and collection of Assessments as provided in this
Declaration;
(c) Proceedings involving challenges to ad valorem taxation:
(d) Counterclaims brought by Association in proceedings instituted against it.
This section shall not be amended unless the prior written approval of Declarant is
obtained, which may be granted or denied in its sole discretion.
ARTICLE XIII
MORTGAGEES' RIGHTS
The following provisions are for the benefit of holders, insurers, or guarantors of
first mortgages on Units in the Properties. To the extent applicable, necessary, or proper,
the provisions of this Article XIII apply to both this Declaration and to the By-Laws of the
Association. Where indicated, these provisions apply only to "eligible holders," as
hereinafter defined; provided. however, voting percentages set forth herein are subject to
and controlled by higher percentage requirements, if any, set forth elsewhere in this
Declaration for specific actions.
SECTION 1. Notices of Action. An institutional holder, insurer, or
guarantor of a first mortgage, who provides written request to the Association (such
request to state the name and address of such holder. insurer, or guarantor and the unit
number), therefore becoming an "eligible holder", will be entitled to timely written notice
of:
(a) any proposed termination of the Association;
(b) any condemnation loss or any casualty loss which affects a material portion
of the Properties or which affects any Unit on which there is a first
mortgage held, insured, or guaranteed by such eligible holder;
(c) any delinquency in the payment of assessments or charges owned by an
Owner of a Unit subject to the mortgage of such eligible holder, insurer. or
guarantor. where such delinquency has continued for a period of sixty (60)
days.
(D) any lapse. cancellation, or material modification of any insurance policy or
fidelity bond maintained by the Association.
First mort'gagees may, jointly or singly. pay taxes or other charges which are in
default and which mayor have become a charge against the Common Areas and may pay
overdue premiums on casualty insurance policies. or secure new casualty insurance
coverage upon the lapse of a policy, for the Common Areas, and first mortgagees making
such payments shall be entitled to immediate reimbursement from the Association.
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ARTICLE XIV
ADDITIONAL MATTERS
SECTION 1. Modification. The development and marketing of the
Properties will continue as deemed appropriate in Declarant's sole discretion, its designated
successors and assigns, and nothing in this Declaration, or otherwise, shall be construed to
limit or restrict such development and marketing. It may be necessary or convenient for the
development of the Properties to, as an example and not a limitation, amend a plat and/or
the Master Development Plan, modify the boundary lines of the Common Areas, grant
easements, dedications, agreements, licenses, restrictIons, reservations, covenants, rights-
of-way, and to take such other actions which Declarant, or its' agents, affiliates, or
assignees may deem necessary or appropriate..
SECTION 2. Additional Development. If Declarant withdraws portions of
the Propelties from the operation of this Declaration, Declarant may, but is not required to,
subject to governmental approvals, create other forms of property ownership or other
improvements of any nature on the property not subjected to or withdrawn form the
operation of this Declaration. Declarant shall no be liable or responsible to any person or
entity on account of its decision to do so or to provide, or fail to provide, the amenities
and/or facilities which were originally planned to be included in such areas. If so
designated by Declarant, owners or tenants of such other forms of improvements upon
their creation, may share in the use of all or some of the Common Areas and other facilities
and/or roadways which remain subject to this Declaration. The expense of the operation of
such facilities shall be allocated to the various users thereof, if at all, as determined by
Declarant.
SECTION 3. Representations. Declarant makes no representations
concerning development both within the boundaries of the Properties including, but not
limited to, the number, design boundaries configuration and arrangements, prices of all
Parcels and buildings in all other proposed forms of ownership and/or other improvements
on the Properties or in the Properties or adjacent or near the Properties, including, but not
limited to, the size, locations, configuration, elevations, design, building materials, height,
view, airspace, number of buildings. location of easements, parking and landscaped areas,
services and amenities offered. Declarant has and will convey portions of the property to
independent builders, developers and other persons or entities. Declarant is not a guarantor
of the performance of such builders, developers and other person or entities and shall only
be liable for actions or inaction it actually takes or fails to take and not for the performance
or nonperfonnance of others. Declarant is not a venturer. co-venturer, partner, principal,
agent or guarantor of such builders, developers of other persons or entities, who may own,
manage, develop, sell, lease property or provide services within the Properties, except to
the extent that Declarant has entered into an express agreement in which such status is
expressly assumed by Declarant, Further, Declarant is selling pruperty within the
Properties based on criteria which Declarant, in its sole discretion, deems appropriate.
Each Owner, by virtue of acceptance of title to his Unit and each other person having an
interest or lien upon, or making any use of the all or any portion of the Properties, or
services provided therein, shall exercise its own judgment as to whether to deal, use or rely
upon such builder, developer or other person or entity, and shall not rely upon the
judgment of Declarant.
Declarant undertakes only such obligations to which it expressly committed to do so
by written instrument intended to be binding on Declarant. Oral representations shall not be
relied upon.
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Each Owner, by acceptance of title to this Unit and each other person having an
interest in or lien upon, or making any use of any portion of the Properties (by virtue of
accepting such interest or making such use) shall be bound by this Article XIV, Section 3
and shall be deemed to have automatically waived any and all rights, claims demands and
causes of action against Declarant arising from or connected with any matter for which the
liability of Declarant has been disclaimed in this Article XIV, Section 3.
SECTION 4. Non-Liability. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE ASSOCIA nON DOCUMENTS, ASSOCIATION SHALL NOT
BE LIABLE OR RESPONSIBLE FOR, OR IN ANY MANNER A GUARANTOR OR
INSURER OF THE HEALTH, SAFETY OR WELFARE OF ANY OWNLk,
OCCUPANT OR USER OF ANY PORTION OF THE PROPERTIES INCLUDING,
WITHOUT LIMITATION, RESIDENTS AND THEIR FAMILIES, GUESTS,
LESSEES, LICENSEES, INVITEES, AGENTS, SERVANTS, CONTRACTORS,
AND/OR SUBCONTRACTORS OR FOR ANY PROPERTY OF ANY SUCH
PERSONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
A. IT IS THE EXPRESS INTENT OF THE ASSOCIATION DOCUMENTS
. THAT THE V ARIOUS PROVISIONS THEREOF WHICH ARE
ENFORCEABLE BY ASSOCIATION AND WHICH GOVERN OR
REGULATE THE USES OF THE PROPERTIES HAVE BEEN WRITTEN,
AND ARE TO BE INTERPRETED AND ENFORCED FOR THE SOLE
PURPOSE OF ENHANCING AND MAINTAINING THE ENJOYMENT OF
THE PROPERTIES AND THE VALUE THEREOF; AND
B. ASSOCIATION IS NOT EMPOWERED, AND HAS NOT BEEN CREATED,
TO ACf AS AN AGENCY WHICH ENFORCES OR ENSURES THE
COMPLIANCE WITH THE LAWS OF THE STATE OF FLORIDA AND/OR
PALM BEACH COUNTY OR PREVENTS TORTIOUS ACTIVITIES; AND
C. THE PROVISIONS OF THE ASSOCIATION DOCUMENTS SETTING
FORTH THE USES OF ASSESSMENTS WHICH RELATE TO HEALTH,
SAFETY AND WELFARE SHALL BE INTERPRETED AND APPLIED
ONLY AS LIMIT A nONS ON THE USES OF ASSESSMENT FUNDS AND
NOT AS CREATING A DUTY OF THE ASSOCIATION TO PROTECT OR
FURTHER THE HEALTH, SAFETY, OR WELFARE OF ANY PERSON(S),
EVEN IF ASSESSMENT FUNDS ARE CHOSEN TO BE USED FOR ANY
SUCH REASON.
EACH OWNER (BY VIRTUE OF HIS ACCEPTANCE OF A DEED OF
CONVEY ANCE TO ANY PORTION OF THE PROPERTIES) AND EACH OTHER
PERSON HAVING AN INTEREST IN OR LIEN UPON, OR MAKING A USE OF,
ANY PORTION OF THE PROPERTIES (BY VIRTUE OF ACCEPTING SUCH
INTEREST OR LIEN OR MAKING SUCH USE) SHALL BE BOUND BY THIS
SECTION AND SHALL BE DEEMED TO HA VE AUTOMATICALLY WAIVED ANY
AND ALL RIGHTS, CLAIMS, DEMANDS AND CAUSES OF ACTION AGAINST
ASSOCIATION ARISING FROM OR CONNECTED WITH ANY MATIER FOR
WHICH THE LIABILITY OF THE ASSOCIATION HAS BEEN DISCLAIMED IN
THIS SECTION OR OTHERWISE. AS USED IN THIS SECTION, "ASSOCIATION"
SHALL INCLUDE WITHIN ITS MEANING ALL OF ASSOCIATION'S DIRECTORS.
OFFICERS. COMMITTEE AND BOARD MEMBERS, EMPLOYEES, AGENTS,
CONTRACTORS (INCLUDING MANAGEMENT COMPANIES
SUBCONTRACTORS, SUCCESSORS AND ASSIGNS).
SECTION 5. Waiver of Trial by Jurv and Release. BY ACCEPTANCE
OF A DEED, EACH OWNER KNOW"INGL Y, VOLUNT ARIL Y. AND
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INTENnONALL Y WAIVES ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, WITH RESPECT TO
ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM OR CROSS CLAIM,
WHETHER IN CONTRACT AND/O IN TORT (REGARDLESS IF THE TORT ACTION
IS PRESENTLY RECOGNIZED OR NOT), BASED ON, ARISING OUT OF, IN
CONNECTION WITH OR IN ANY WAY RELATED TO ASSOCIATION
DOCUMENTS, INCLUDING ANY COURSE OF CONDUCT COURSE OF DEALING
VERBAL OR WRITTEN ST A TEMENT, V ALlDATION, PROTECTION,
ENFORCEMENT ACTION OR OMISSION OF ANY PARTY. DECLARANT HEREBY
SUGGESTS THAT EACH OWNER UNDERSTAND THE LEGAL CONSEQUENCES
OF ACCEPTING A DEED TO ANY PORTION OF THE PROPERTIES. AS A
FURTHER MATERIAL INDUCEMENT FOR DECLARANT TO SUBJECT THE
PROPERTIES TO THIS DECLARATION, EACH OWNER DOES HEREB Y RELEASE,
WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND
FOREVER DISCHARGE DECLARANT, ITS OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL
LIABILITY CLAIMS, COUNTERCLAIMS., DEFENSES, ACTIONS, CAUSES OF
ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS
WHATSOEVER IN LAW OR IN EQUITY WHICH AN OWNER MAY HAVE IN THE
FUTURE, OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSORS, HEIR
OR ASSIGN OF OWNER HEREAFrER CAN, SHALL OR MAY HAVE AGAINST
DECLARANT, ITS RESPECTIVE, OFFICERS, DIRECTORS, EMPLOYEES, LIMITED
AND GENERAL PARTNERS AND AGENTS, AND ITS AFFILIATES AD ASSIGNS,
FOR, UPON OR BY REASON OF ANY MA TIER, CAUSE THIS RELEASE AND
WAIVER IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY
THE LAWS OF THE ST ATE OF FLORIDA.
SECTION 6. Duration of Rights. The rights of Declarant set forth in this
Declaration shall, unless specifically provided to the contrary herein, extend for a period of
time ending upon the earlier of (a) when neither Declarant nor any affiliate of Declarant has
any further interest of any kind in the Properties; or (b) a relinquishment by Declarant in an
amendment to the Declaration placed in the Public Records.
SECTION 7. Matters with regard to the Properties. Declarant reserves
to itself, its successors and assigns, any and all rights to amend the Master Development
Plan, without the joinder and consent of any party. Further, Declarant reserves to itself, its
successors and assigns, the rights as developer of the Grove Plaza to make modifications
thereto without the joinder and consent of any party. Declarant reserves the right to assign
to Association, and Association shall assume, all or any obligations of Declarant under the
Grove Plaza Master Plan.
SECTION 8. Transfer of Rights. Any or all of the special rights and
obligations of the Declarant may be transferred to other persons or entities, in whole or in
part, provided that the transfer shall not reduce an obligation nor enlarge a right beyond that
contained herein, and provided further, no such transfer shall be effective unless it is in a
written instrument signed by the Declarant and duly recorded in the Official Records of
Palm Beach County, Florida.
SECTION 9. Use of Common Areas and Other Portions of the
Properties. Notwithstanding any provisions contained in the Declaration to the contrary,
so long as Declarant. in its sole judgment, deem it necessary, it shall be expressly
permissible for Declarant to maintain and carry on upon portions of the Common Areas
such facilities and activities as. in the sole respective opinions of Declarant, its designated
successors and assigns. may be reasonably required, convenient. or incidental to the
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21
DRAFT
construction or sale of such lands subject to this Declaration and Units, including, but not
limited to, business offices, signs, model units, and sales offices, and the Declarant shall
have an easement for access to such facilities. The right to maintain and carry on such
facilities and activities shall include specifically the right to use residences owned by the
Declarant, its designated successors and assigns, if any, as models and sales offices.
Further, Declarant reserves for itself, its successors and assigns, at any time, whether or
not Declarant still owns lands subject to this Declaration, the right to enter on the Properties
for the purpose of performance of corrective work, maintenance, repair of replacement of
any item of work for which a permit was issued in the name of Declarant, its successors or
assIgns.
IN WITNESS \VHEREOF, the undersigned Declarant has executed this
Declaration this day of , 19---=-
WALTER H. JANKE
Witness:
Print Name:
Date:
Witness:
Print Name:
ALICE FAY
Witness:
Print Name:
Date:
Print Name:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 1998, by WALTER H. JANKE, who produced
as identification and who did (did not) take an oath.
My Commission Expires:
NOTARY PUBLIC, STATE OF FLORIDA
PRINT NAME:
ST ATE OF FLORIDA
COUNTY OF
3/20/98
22
DRAFT'
The foregoing instrument was acknowledged before me this day of
, 1998, by ALICE FAY, who produced
as identification and who did (did not) take an oath.
My Commission Expires:
NOTARY PUBLIC, STATE OF FLORIDA
PRINT NAME:
Witness:
Print Name:
By:
Date:
Witness:
Print Name:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this
, 1998, by
day of
, as
, a Florida corporation, on behalf of
as identification and who did (did not) take
President of
the corporation, who produced
an oath.
My Commission Expires:
NOT ARY PUBLIC, ST ATE OF FLORIDA
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