Declaration of Condominium of Purdy Avenue Commercial Condominium,~r~r'f ~ ~ ~~ ~ !/ illli1111l111111(IliilliliipiillllllillllNl
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DR Ek 2G81S Pss 3667 - 37351 (69assY
RECGROED U4/03f2009 11=S2:C1
~. HARVEY RUUYNr CLERY. Of CDURT
flIAflI-OADE COUNT'(r FLDRIGA
This instrument prepared by
and when recorded return to:
Martin A. Schwartz, Esq.
Bilzin Sumberg Baena Price & Axelrod LLP
200 South Biscnync Boulevazd, Suite 25UU
Miami, Florida 33131
DECLARATION OF
of
PURDY AVENUE COMMERCIAL
MIAMI ] 746636.8 7829330796
~zgvy~ ~,
TABLE OF CONTENTS
Page
1. INTRODUCTION AND SUBMISSION ..................................... ..................................... 1
1.1 The Land ........................................................................... ..................................... l
1.2 Submission Statement ....................................................... ..................................... l
].3 Name ................................................................................. .....................................1
2. DEFINITIONS .............................................................................. .....................................1
,.Act" ................................................................................. .....................................1
,.Articles" ........................................................................... ..................................... 1
"Assessment" or "Assessments" ....................................... ..................................... 1
"Association Property'• ...........................................................................................2
..Board of Directors" or "Board" ............................................................................ 2
"Building" .................................................................................... .......................... 2
°BY-Laws" ..................................................................................... ......................... 2
"City Unit" .................................................................................... ......................... 2
,Collection Costs" ......................................................................... ......................... 2
,Common Elements" .................................................................... ......................... 2
,Common Expenses" .................................................................... ......................... 2
.Common Surplus" ....................................................................... ......................... 3
"Condomiaium" ........................................................................... .......................... 3
"Condominium Documents" ........................................................ .......................... 3
"Condominium Parcel" ................................................................ .......................... 3
"Condominium Property„ ............................................................ .......................... 3
"County" ...................................................................................... .......................... 3
"Declaration" or "Declaration of Condominium" ........................ .......................... 3
..Developer" .................................................................................. .......................... 3
„Improvements" ........................................................................... .......................... 3
„Institutional Mortgagee" ............................................................. .......................... 3
"Interest Rate" .............................................................................. .......................... 3
"Land" .......................................................................................... .......................... 3
nRlrt''N 1746636.8 7829330796 _i_
TABLE OF COt\'TENTS
(continued)
Page
"Owner" or "Unit Owner"
„Person" ...........................
,.Special Assessments" ........................................................................................... 4
.....................................................................................................................
" mt'
,Utility Services" ..............................................................................:............... ..... 4
3. DESCRIPTION OF CONDOMINIUM ........................................................................ ..... 4
3.1 Identification of Units ....................................................................................... .....4
3.2 Unit Boundaries ................................................................................................ .....5
3.3 Easements ......................................................................................................... ..... 5
4. COMMON ELEMENTS, COMMON SURPLUS, COMMON EXPENSES AI\"D
VOTING RIGHTS ........................................................................................................ ..... 8
4.1 Percentage Ownership and Shares .................................................................... ..... 8
4.2 Restraint Upon Separation and Partition of Common Elements ...................... ..... 8
4.3 Voting ............................................................................................................... ..... 8
5. ~AMENDM)/NTS .......................................................................................................... ..... 8
S.1 By the Associatibn ............................................................................................ ..... 8
5.2 $y Developer .................................................................................................... .....4
5.3 Execution and Recording .................................................................................. ..... 9
5.4 Restrictions on Amendmcnts ............................................................................ ..... 9
5.5 Scrivener's Errors .............................................................................................. ... ] 0
6. v1AII~1TENANCE ANA REPAIRS ............................................................................. .... 10
6.1 By Owncr ......................................................................................................... .... 10
6.2 By Association ................................................................................................. ....10
6.3 Association's Right of Access to Units ............................................................ ....10
6.4 Miscellaneous .................................................................................................. .... 11
7. ADDITIONS, ALTERATIONS OR IMPROVEMENTS ........................................... .... 1 i
7.1 By the Association ........................................................................................... .... l i
bllAblT 7746636.8 7829330796 _jj_
TABLE OF CONTENTS
(continued)
Page
7.2 By Owners ............................................................................................... ............ l I
8. OPERATION OF THE CONDOMINIUM BY THE ASSOCIATION .............. ............1 I
8.1 Powers and Duties .................................................................................... ............ 1 I
8.2 Limitation Upon Liability of Association ................................................ ............13
8.3 Resiraint Upon Assignment of Shares in Assets ...................................... ............13
8.4 Approval or Disapproval of Matters ....................................................... ............. ] 3
8.5 Acts of the Association ........................................................................... .............13
9. ASSESSMENTS AND OTHER CHARGES ..................................................... .............13
9.] Determination of Common Expenses and Assessments ......................... ............. 13
9.2 Liability for Payment .............................................................................. ............. 14
9.3 Unpaid Assessments and Other Chazges ................................................ ............. 14
9.4 Institutional Vlortgagee ........................................................................... ............. 14
9.5 Possession of Unit ...............................:................................................... ............. 14
9.6 Certificate of Unpaid Assessments ......................................................... ............. ]4
9.7 Special Assessmcnts ............................................................................... ............. l 4
10. INSURANCE ...................................................................................................... ............. 15
i 1. RECONSTRUCTION OR REPAIR AFTER FIRE CASL:ALTY .................... ............. 15
11.1 llection By Owver .................................................................................. ............. I>
11.2 Election to Restore .................................................................................. ............. 15
11.3 Nonrestoration of City Unit .................................................................... ............. 15
11.4 Nonrestoration of BRP Unit .................................................................... ............. 16
• 11.5 Restoration ARer Election Not to Restore .............................................. ............. ] 6
12. CONDEMNATION ............................................................................................ .............16
12.1 Deposit of Awazds with insurance Trustee ............................................. .............16
12.2 Determination Whether to Continue Condominium ............................... ............. 16
123 Taking of Uttit ......................................................................................... ............. 16
12.4 Taking of Common Elements ................................................................. ............. 16
12.5 Amendment of Declaration ..................................................................... ............. 17
13. OCCUPANCY AND USE RESTRiCTIONS .................................................... ............. 17
13.1 Use of City Unit ...................................................................................... ............. 17
MIAMI 174GG3G.8 7829330796 _jjj_
xABLi~ of coNxlilvxs
(continued)
Page
14.
I5.
16.
17.
13.2 Use of BRP Unit ............................................................................ ...................... 17
13.3 Rules .............................................................................................. ...................... 18
13.4 Conduct of Work ............................................................................ ...................... 18
13.5 Plans Availability ........................................................................... ...................... 18
13.6 Compliance with Legal Requirements ........................................... ...................... 18
13.7 Cooperation ...................:................................................................ ...................... ]9
13.8 Odors .............................................................................................. ......................19
13.9 Hazardous Materials ...................................................................... ...................... ] 9
13.10 Government Compliance ............................................................... ...................... 19
SELLING, LEASING OR TRANSFERRING OF UNITS ....................... ...................... 20
COMPLLANCE AND DEFAULT ............................................................. ...................... 20
15.1 Negligence ..................................................................................... ...................... 20
. I5.2 Costs and Attorneys' Fees .............................................................. ...................... 2U
TERMINATION OP CONDOMIMUM ................................................... ...................... 20
ADDT'T'ION.AL PROVISIONS ................................................................. ....................... 20
17.1 Additional Rights of Institutional Mortgagees ............................. ....................... 20
17.2 Assignment of Developer's Rights ................................................ ....................... 21
] 7.3 Limitation of Liability .................................................:................. ....................... 21
17.4 Covenant Running With the Land ................................................ ....................... 21
17.5 Notices .......................................................................................... ....................... 22
17.6 No Time-Share Estates ................................................................. ....................... 22
17.7 );xhibits ......................................................................................... ....................... 22
I7.8 Taxes ............................................................................................. .......................22
17.9 Signature of President and Secretary ............................................ ....................... 22
17. I O Governing Law ............................................................................. ....................... 23
17.11 Severability ................................................................................... ....................... 23
17.]2 Waiver ........................................................................................... ....................... 23
17.]3 Ratification .................................................................................... .......................23
17.14 Gender; Plurality ........................................................................... ....................... 23
17.15 Cautions ........................................................................................ ....................... 23
MIAMI 1746636.87829330796 _j V_
TABLE OF CUiVTF:1~TS
(continued)
Page
17.16 Statutory Warranty Liability ................................................................................ 23
17.17 Force Majeure Events .......................................................................................... 23
EXHIBIT A Legal Description
EXT-IIBIT B Survey
):XIIIBIT C Allocation of Shares of Common Elements, Common Expenses.and
Common Surplus
EXHIBIT D By Laws
EXHIBIT E Articles of Incorporation
N:IAMI 1746636.8 7829330796 _y_
DECLARATION OF COA~O.'VIINTIJM
of
I'URDY AVENUE COMMERCIAL COND011~IINIUM
This Declaration of Condominium ("Declaration") made as of this clay of
2009, by BAY ROAD PARTNERS, LLC, a hlorida limited liability company
having an address clo Scott Robins Companies, 230 So' Street, Miami Beach, Florida 33139
("BRP") and CITY OF MIAMI BEACH, a municipal corporation having an address at 1700
Convention Center Drivc, Ivliami Beach, Florida 33139 ("City"). BRP and City are collectively
referred to as "Developer".
Developer declares as follows:
1.1 The Land. Developer owns the fee title to land located in Miami-Dade County,
Florida described in Exhibit "A" ("Land").
].2 Submission Statement. Developer submits the Land and all improvements
erected or to be erected thereon, all easements, rights and appurtenances and ali other property
intended for use in connection therewith and located on the land (excluding all public and private
Utility Facilities as defined below), to the condominium form of ownership and use in the
mariner provided by the Florida Condominium Act, Chapter 718, FIorida Statutes as it exists on
this date.
1.3 Name. The name by which this condominium is to be ideniifed is: PURDY
AVENUE COMMERCIAL CONDOMINIUM ("Condominium"}.
2. DEF'i1~ITIONS. The following terms when used in this Declaration and in its exhibits,
as they may subsequently be amended, shall have the meaning indicated in this Article, except
where the context cleazly indicates a different meaning:
• "Act" means the Condominium Act (Chapter 718, Florida Statutes) as it exists on this
date and as it may subsequently be renumbered.
"Articles" means the Articles of Incorporation of the Association attached at Exhibit "E",
as they may be amended from time to time.
"Assessment" or "Assessments" means a shaze of the funds required for the payment of
Common Expenses which from time to time is assessed against an Owner, including Special
Assessments.
"Associaion" means Purdy Avenue Commercial Condominium Association, Inc., a not
for profit Florida corporation, the entity responsible for the operation of the Condominium in
accordance with the terms of this Declaration.
DhIAMI 174663b.8 X029330796
"Associatioa Property" means any real or personal property owned or leased by, or
dedicated by plat to, the Association for use and benefit of the Owners.
"Board of Directors" or "Board" means the Board of Directors of the Association.
"BRP Unit" means the Unit described in Section 3.1(a).
"Buildin¢" means the structures intended to be erected on the Land.
"By-Laws" means the By-Laws of the Association attached as Exhibit "D", as they may
be amended from time to time.
"Gifu tnit" means the Unit described in Section 3.1(b).
"Collection Costs" includes all costs and expenses xeasonabIy incurred in enforcing the
applicable obligation(s) under this Declaration, including, without limitation, reasonable
attorneys' and paralegals' fees at all tribunal levels, in connection with all proceedings, and
whether or not suit is instituted.
"Common Elements" means and includes:
(a) those portions of the Condominium Property consisting of the surface of
the Land, all below surface interests, the air space above 500 feat above ground level and the
foundation and footings of any Building constructed on the Condomnium Property;
(b} tbose portioru of the Condominium Property not. included within the
Units;
(c) an easement of support in every portion of a Unit which contributes to the
support of the Building;
(d) any electrical vault constructed in the Building and furnishing service to
the entire Building; and
(e) any other parts of the Condominium Property designated as Common
Elements in this Declazation.
"Common Expenses" means all expenses incurred by the Association on behalf of the
Association or on behalf of the Condominium, including, without limitation:
(a) expenses of administration, management, operation, maintenance, repair
or replacement of the Common Elements;
(b) costs of carrying out the powers and duties of the Association and for
administration and management of the Association; and
(c} any other expenses designated as Common Expenses by the Act or the
Condominium Documents.
M1A'~9 1746636.87829330796
"Common Surnlus" means the excess of all receipts of the Association collected on
behalf of the Condominium, including, but not limited to,' Assessments, rents, profits and
revenues on account of the Common Elements, above the amount of Common Expenses.
"Condominium" has the meaning indicated in Section 1.3.
"Condominium Documents" means collectively this Declaration, the Articles, the By-
Laws and the rules and reeulations of the Condominium.
"Condominium Parcel" means a Unit together with the undivided share in the Common
Elements which is appurtenant to that Unit; when the context permits, the term includes all other
appurtenances to the Unit.
"Condominium Property" means the Land, the Improvements, all easements and rights
appurtenant intended for use in connection with the Condominium and all other property, real,
personal and mixed made subject to this Declazation.
"Coon "means the County of Vliami-Dade, State of Florida.
"Declaration" or "Declaration of Condominium" means this instrument, as it may be
amended from time to time.
"Developer" means BRP and City and their respective successors and assigns to which
sll of the rights of either as Developer arc specifically assigned; neither BRP or City may
partially assign their respective rights as Developer..
"Improvements" means all structures and artificial changes to the natural environment
(exclusive of landscaping) located on the Condominium Property.
"Institutional MorttraEee" means any of the following holding a first mortgage on a
Condominium Parcel: a bank, savings and loan association, insurance company, real estate or
mortgage investment trust, pension fund, an agency of the United States government, mortgage
banker, any other lender generally recognized as an institutional-type Iender, the Federal
National lvlortgage Association, the Federal Home Loan Mortgage Corporation, the Government
National Mortgage Association and Developer.
"Interest Rate" means a rate per annum equal to 2% above the "Prime Rate" as it varies
from time to 6me as reported from time to time in the "Money Rates" section of'fhe Rrall Street
Journal, as published and distributed in New York, New York, or its successor, or if it has no
successor, a newspaper or other publication of similar stature, or if such rate shall cease to be
published, such other rate as shall at the time be representative of the rates announced by major
U.S. money center banks as the typical rate of interest chazged on unsecured corporate loans.
"LAnd" has the meaning indicated in Section 1.1.
"Leval Requirements" means (a) all present and future laws, ordwances, orders, rules,
regulat}ons and requirements of all federal, state, county and municipal governments,
MIplvil 1746636.8 7829330796
departments, commissions, boards and courts, and rules and regulations of any insurance rating
organization or any other body exercising similar functions, foreseen or unforeseen, ordinary as
well as extraordinary, which may be applicable to the Condominium Property or the sidewalks
and curbs adjoining the Condominium Property or to the use or manner of use of the
Condominium Property by the Owners, tenants, or occupants thereof, including the Americans
with Disabilities Act; (b) the requirements of all public liability, Fare and other policies of
insurance at any dme in force with respect to the Condominium Property; and (c) the provisions
of any reshictive covenants now or subsequently affecting the Condominium Property.
"Owner" or "Unit Owner" means a record owner of legal title to ~ Condominium
Parcel as shown by the real estate records in the office of the Clerk of the County, including
Developer, and any one or more persons, firms, associations, corporations or other legal entities
holding legal title. "Owner" shall not mean or refer to (i) the holder of a mortgage or security
deed, its successors or assigns, unless and until such holder has acquired title pursuant to
foreclosure proceedings or deed in lieu of foreclosure; or (ii) any lessee or tenant of an Owner.
"Person" means an individual or individuals, firm, corporation, partnership, association,
trust or other legal entity or any combination of any of the foregoing.
"Proiect" means the construction of a 458 space parking garage as approved by the City's
(i) Design Review Boazd on October 6, 2008 under File No. 2186], and (ii) Planning Board on
September 23, 2008 under File No. 1896.
"Special Assessments" has the meaning indicated in Section 9.7:
"Unit" means a portion of the Land which is subject to exclusive ownership.
"UHlity Facilities" means and includes private and public utility lines, systems, or
facilities of any type or nature, including wires, pipes, mains, conduits, valves, au handling units,
switches, control boxes, breakers, risers, cables, fiber optic lines, shafts, ducts; master antenna,
satellite dishes and reception devices which supply or aze used in the supply of domestic cold
and hot water, sanitary sewer service, storm sewer service, chilled water, condenser water,
steam, steam condensate, natural gas, compressed air, conditioned and non conditioned air,
ventilation and exhaust air, electricity, fire alarm, emergency communications, systems control
and automation, video and other security monitoring, telephone, television; other
telecommunications and information transmission systems, and other mechanical, electrical, and
life safety systems, and including all meters for any of the foregoing.
"Utility Services" shall include, but not be limited to, electric power, domestic water,
heating, air conditioning, trash removal, sewerage, master antenna, cable television, telephone
and security systems and data transmission.
3. D);SCRIPTIOIr OF COr'DOMINIU14i
3.l Identification of Units. The Condonnium Properly includes two Units.
MIr1Ivtl 1746636.8 7829330796
(a) 'fhe BRP Unit consists of the airspace on the Land from ground level to an
elevation of 16 feet above ground level and is shown in Exhibit "B" and shall be owned by BRP,
City conveys and quitclaims all of its interest in the BRP Unit to BRP.
{b) The City Unit consists of the airspace on the Land above the elevation of
16 above ground level to an elevation of 500 feet above ground level and is shown in Exhibit "B"
and shall be owned by City, BRP conveys and quitclaims all of its interest in the City Unit to
City.
(c} The designation of each Unit is set forth on Exhibit "B". Exhibit "B"
consists of a storey of the Land, a graphic description of the Units, and a plot plan thereof.
Exhibit "B" together with this Declaration identify the Common Elements and each Unit and the
relative locations and approximate dimensions. Upon completion of the Project, the Owners will
reconfigure the description of the Units to reflect the as-bolt location of the City Unit and the
BRP Urtit as pre~~ously approved by the City Design and Review Boazd and Planning Board and
as indicated in the definition of the "Project.".
(d) There shall pass with a Unit as appurtenances: {i) an undivided share in
the Common Elements and Common Stuplus; (ii) the exclusive right to use such portion of the
Common Elements as may be provided in this Declaration; (iii} any Improvements which may
from time to time exist on the Unit; (iv) membership in the Association with full voting rights;
and (v} other appurtenances as may be provided in this Declazation.
3.2 Unit Boundaries. Each Unit shall include a fee simple interest in that part of
Land lying ti<~ithin the boundaries of the Unit.
3.3 Easements. The following easements aze created (in addition to any easements
created under the Act):
(a) Maintenance. Easements in favor of the Association, its employees,
agents and contractors over the Utits to perform its maintenance functions of the Association
indicated in Section 6.
{b) Utility Services, Utility Facilities and Draina¢e.
(i) Easements for Utility facilities and Utility Services, and drainage
are reserved for the benefit of each Owner under, through and over the Condominium Property
as may be required from time to time for all or portions of the Condominiums Property. An
Owner shall do nothing on the Unit that interferes with or impairs, or may interfere with or
impair, the provision of such Utility Senvices, other services or drainage facilities or the use of
these easements.
(ii) P,ach Owner or its designee shall have access to each other Unit to
inspect, maintain, repair or replace the Utility Facilities, Utility Services, drainage facilities and
Common Elements, if any, contained in the Unit or elsewhere iu the Condominium Property,
and to remove any Improvements interfering with or impairing such facilities or easements.
Except in the event of an emergency, such right of access shall not unreasonably interfere wiffi
MIA.bfI 1 i4GG3G.8 7329330796
an Owner's permitted use of a Unit, and shall not permit entry to any Unit on less than one days'
prior notice.
(iii) Anon exclusive right and easement is reserved for the benefit of
each Uwner for the existence, use, enjoyment, repair, replacement, and (to the extent expressly
permitted by this Declaration) the,relocation and the installation of all Utility Facilities which (y)
serve such Owner's Unit and {z) are located (in whole or in part) Hrithin, or pass through or
under, any other Unit or any Conunon Elements. Each Unit and the Common Elements are
subjected to the rights and easements for all Utility Services and Utility Facilities granted by this
Section 3.3(b}. Such easements shall exist for all Utility Serriccs and Utility Facilities as
presently located within the Condominium Property and as the same may subsequently he
Located or relocated in accordance with the provisions of this Section 3.3(b) and shall be deemed
to include rights of access to such Utility Facilities and the use of such additional spaces and
areas around such Utility Facilities reasonably necessary to serve the purposes of such
easements.
(iv) The rights and easements described in Sections 3.3(b} and 3.3(f)
are expressly made applicable to any Utility Services or other services which are or may become
necessary in the future for the proper operation of an Owner's Unit, so long as the easements
described in Sections 3.3(b) and 3.3(f) and the use of such easements do not interfere with the
use and occupancy of another Owner's Unit.
{v) City, BRP or the Association (on its behalf and on behalf of the
Owners) each has the right to grant such ad&tional easements for the installation and use of
Lttility Facilities, and for the relocation of any existing Utility Facilities in any portion of the
Condominium Property, the Improvements and the Common Elements, as City, BRP and/or
Association shall deem necessary for the proper operation and maintenance of the Condominium
Property, or any portion thereof, or for the general health or wclfaze of the Owners, or for the
purpose of carrying out any provisions of this Declaration. Such easements or the relocation of
existing easements (1}will only be performed after 30 days' prior written notice to the Owners,
(2} will not unreasonably interfere or diminish the service being supplied to the Unit(s)
(excepting reasonable, temporazy interference when relocation is necessary}, (3) will only be
performed during non-business hours, unless performance during business hours cannot be
reasonably avoided (it being intended that "business hours" will be different as applied to each
Unit, according to when normal use is highest for such Unit}, (4) will, to the extent practicable,
be located in the public roads and in the Common Elements: and (5} will otherwise comply with
the requirements of this Declaration. Any Owner that requires the creation or relocation of such
easement(s) shall bear the expense of such creation and/or relocation.
(c) Encroachments. If (a} any portion of the Common Elements enoroaches
upon any Unit; (b} any Unit encroaches upon any other Uaii or onto any portion of the Common
Elements; or (c} any encroachment shall subsequently occur onto the Common Elements or any
Unit as a result of (i) construction of any of the Improvements; (ii) settling or shifting of the
Improvements; (iii) any alteration or repair to the Common Elements made by or with the
consent of the Association, or (iv} any repair or restoration of the Improvements or the Building
(or.any portion thereof) aRer damage by fire or other casualty or any taking by condemnation or
eminent domain proceedings of all or any portion of any Unit or the Common Elements, then, in
MlAtvtl 1746G3G.8 7829330796
any such event, a valid easement shall exist for such encroachment and for its maintenance so
long as the Building or Improvements exist.
(d) Ineress and Eeress. Anon-exclusive easement is created in favor of each
Owner and occupant, their guests and invitees; for pedestrian traffic over, through and across
sidewalks, streets, paths, walks, other rights of way and other portions of the Common Elements
(but excluding the Units} as from time to time may exist and be intended and designated for such
purpose and use.
(e) Construction; Maintenance; Re»air and Restoration. City (including
its designees, contractors, successors and assigns) shall have the right, in its sole discretion, from
time to time, to enter the Condominium Property and the BRP Unit and take al] other action
necessary or convenient for the purpose of (i) compleung the construction of the Project and (ii)
after reasonable prior written notice to BRP and subject to the rights of any occupants of the
BRP 1?nit, repairing, replacing or maintaining the Improvements located on the BRP Unit which
support the Improvements on the City Unit. BRC (including its designees, contractors,
successors and assigns), after completion of the City Unit and after prior written notice to City,
shall have the right, in its discretion, from time to time, to enter the Condominium Property and
the City Unit and take all other action necessary or convenient for the purpose of (i) completing
the construction of the BRP Unit and (ii) after reasonable prior written notice to City and subject
to the rights of any occupants of the City Unit, repairing, replacing and maintaining the BRP
Unit. The Association (including its designees and contractors) shall have the right from time to
time to enter the Condominium Property, including the individual Units and any Improvements,
and to perform the Repairs and Alterations which may be performed by the Association pursuant
to Articles 6 and 7. Any activity described in this pazagraph shall not prevent or unreasonably
interfere with the use or enjoyment by Owners of their Units.
(f} Commnnications Systems. City and BRP each reserves for itself, its
successors, assigns, contractors, designees and nominees, (i) ownership of any closed circuit,
master antenna, community antenna, cable television voice or data system or the like (including
any and all related conduits, wires, amplifiers, antennas, towers and other apparatus and
equipment) which it (or one of its successors, assigns, designees or nominees} installs in part or
whole on the Condolinium Property (any such system and its related apparatus and equipment
is refetred to as tFle "Communications System''), (ii) a perpetual easement over; through and
across the Condominium Property for the installation, servicing, maintenance, repair,
replacement and removal of the Communications System or any part thereof, and (iii) the right to
connect the Communications System to whatever receiving source the owner of the
Communications System deems appropriate.
(g) Su»»ort. An easement of support and of necessity is reserved for the
benefit of each Unit and each Unit shall be subject to an easement of support and necessity in
favor of the other Utut and the Common Elements.
(h) Encroachments. If (a) any portion of the Common Elements encroaches
upon any Unit; (b) any Unit encroaches upon any other Unit or upon any portion of the Common
Elements; or (c) any encroachment shall subsequently occur as a result of (i) construction of the
Improvements; (ii) settling or shifting of the Improvements; (iii) any alteration or repair to the
Common Elements made by or with the consent of the Association, or (iv} any repair or
MIAMI 1746636.8 7829330'x)6
restoration of the Improvements {or any portion thereof) or any Unit after damage by fire or
other casualty or any taking by condemnation or eminent domain proceedings of all or any
portion of any Unit or the Common Elements, then, in any such event, a valid easement shall
exist for such encroachment and for its maintenance so long as the Improvements exist.
(i) Additional A;asemcnts. Developer and the Board, on their behalf and on
behalf of the Association, and all Owmcrs, each shall have the right to grant such additional
electric, gas, water distribution or waste water collection or other utility or service or other
easements, or relocate any existing easements or drainage facilities in any portion of the
Condominium Property, and to grant access easements or relocate any existing access easements
in any portion of the Condominium Property, as Developer or the Association shall deem
necessary or desirable for the proper operations and maintenance of the Improvements, or any
portion thereof, or for the general health or welfare of Owners, or for the purpose of carrying out
any provisions of this Declaration or otherwise. Such easements or the relocation of existing
easements will not prevent or unreasonably interfere with the reasonable use of the Units. The
Board has the authority, without the joinder of any Owners, to grant, modify or move any
easement; subject to the provisions of the easement, if the easement constitutes part of, or
crosses, the Common Elements.
4. COMMON ELEMEi\"I'S, COMMON SURPT.US, COMMON EXPENSES AND
VOTING RIGHTS.
4.1 Pcrcentaae Ownershin and Shares. The undivided percentage interest in the
Common Elements and Common Stsplus, and the percentage share of the Common Expenses
appurtenant to each Unit, is set forth in Exhibit "C".
4.2 Restraint Unon Separation and Partition of Common Elements. The
undi~~ded share in the Common Elements and Common Surplus which is appurtenant to a Unit:
(a) shall not be separated from the Unit but shall pass with the title to the Unit, whether or not
separately described, and (b) shall remain undivided and cannot be conveyed or encumbered
except together with the Unit. No action for partition of the Common Elements, the
Condominium Property, or any part, shall lie, except as provided upon termination of the
Condominium.
4.3 Votin¢. The BRP Unit shall be entitled to 35 votes, and the City Unit shall be
entitled to 65 votes to be cast by its. Owner in accordance with the By-Laws and the Articles on
all matters which Owners are entitled to vote. Each Owner shal] be a member of the
Association.
5. AMENDMENTS. Except as specifically otherwise provided, this Declaration may be
amended only as follows:
5.1 By the Association. Notice of the subject matter of a proposed amendment shall
be included in tl:e notice of any meeting at which it will be considered. A resolution to adopt the
amendment may be proposed either by a majority of the Boazd of Directors or by not less than
one-third of the members of the Association. Directors not present in person and members not
present in person or by proxy at the meeting considering the amendment may express theiz
NtIA\2I 1746G36.8 /829330796
approval in writing, provided that such approval is delivered to the secretary at or prior to the
meeting. Except as elsewhere provided in this Declazation:
(a) An amendment may be adopted and approved by Owners and/or the Board
of Directors as follows:
(i) Owners owning in excess of 75% of the votes allocated to all of
the Units; or
(ii} 7~% of the Board of Directors.
(b) Except as specifically otherwise provided in this Declazation, no
amendment shall (i) change the configuration or size of any Unit in any material fasluon, {ii)
materially alter or modify the appurtenances to any iJnit, or (iii) chazrgc the percentagc by which
the Owner shares the Common Expenses and owns the Common Elements and Common
Surplus, unless, in any such case, all affected record Owners, mongagees and other lien holders
join in the execution of the amendment. If an amendment will change the configuration or size
of any iJnit in any material fashion, materially alter or modify the appurtenances to or voting
interest of any Unit, or change the percentage by which an Owner of a Unit shares the Common
Expenses and owns the Common Elements and Common Surplus, then the record Owner(s)
thereof, and all record owmers of mortgages or other liens thereon, shall join in the execution of
the amendment. In addition, such amendment must be approved by 7i% or more of the voting
interests of Owners. The acquisition of property by the Association, material alterations or
substantial additions to such property or the Common Elements by the Association and
installation, replacement, operation, repair and maintenance of approved hurricane shutters, if in
accordance with the provisions of this Declaration, shall not be deemed to constitute a material
alteration or modification of the appurtenances of the Units, and accordingly, shall not be
deemed included in this paragraph (b).
5.2 By Developer. This Declaration does not include all of the land anticipated to be
included in the Project.. In addition, no Improvements to the Land will bave been undertaken by
Developer upon the recording 'of this Declaration. When and if Improvements are to be
commenced on the Land, Developer anticipates recording an amendment to this Declaration to
add addirional properly and Improvements to this Declaration and re-describe the two Units.
5.3 Execution and ltecordine. An amendment, other than amendments made solely
by Developer pursuant to the Act or this Declaration, shall be evidenced by a certificate of the
Association identifying the Declazation with its recording data. The ecriificate shall he executed
in the form required for the execution of a deed. Amendments by Developer shall be made by
written instrument in recordab:e form but no Association action is required. Any amendment of
the Declaration is effective when recorded in the Public Records of the County.
5.4 Restrictions on Amendments.
(a) Proposals to amend this Declaration shall contain fhe full text of the
provision to be amended; new words shall be indicated by underlining and deletions shall be
indicated by lining through the material to be deleted with hyphens or otherwise clearly
indicating the deleted material. 1Vo amendment maybe proposed or adopted solely by reference
MfAMI 174E636.8 7829330796
to the tide of the provision being amended. If a proposed change is so extensive that the
procedure set forth in this Section 5.4(a) would hinder rather than assisi the understanding of the
proposed amendment, it shall not be necessary to use underlining and hyphens as indicators of
words added or deleted but instead a notation shall be inserted immediately preceding the
proposed amendment in substantially the following language: "substantial rewording of
declazation; see provision for present text." Non-material errors or omissions in the
amendment process shall not invalidate an otherwise properly promulgated amendment.
No amendment may eliminate, modify, prejudice, abridge or otherwise adversely affect
any rights, benefits, privileges or priorities granted or reserved to Developer or mortgagees of
Units without the consent of Developer or such mortgagees in each instance. The Sections
'entitled "Insurance", "Reconstruction or Repair after Casualty" and "Condemnation" shall not be
modified unless all Instiriitional Mortgagees of record shall join in the atendment.
5.5 Scrivener's Errors. Tf, through scrivener's error, all of the Common Expenses or
interest in the Common Surplus or all of the Common Elements have not been distributed in this
Declaration so that the sum total of the shares of Common Elements which have been distributed
or the shares of the Common Expenses or ownership of Common Surplus fails to equal 100%;
or, through error, more than 100% of the Common Elements or Common Expenses or o~mership
of the Common Surplus shall have been distributed; or, if through scriveners' error, a
Condominium Parcel has not been designated an appropriate undi~~ded share of the Common
Elements, Common Expenses or Common Surplus; or, if there is an omission or error in this
Declaration or in any of the related documents required by law to establish this Condominium,
die Association may correct the error and/or omission by an amendment to this Declaration
and/or any related documents by simple resolution of the Board of Directors approved by 7i% of
the Board or by 75% of all votes of the Owners voting at a meeting of the Association called at
least in part for the purpose, at which a quorum is present. Any amendment approved pursuant
to this Section which modifies the shares of Common Expenses, Common Elements or Common
Surplus appurtenant to one or more Units, shall not be effective unless the Owners of and holders
of liens upon the Units affected consent in writing to the amendment. For the purpose of this
Section and Section 52(b), no Owner's property rights shall be deemed to be materially
adversely affected nor shall his share of the Common Elements, Common Expense or Common
Surplus be deemed modified by reason of the modification of the shares of Common Expense,
Common Elements or Common Surplus appurtenant or attributable to another Unit.
6. MAINTENANCE AND REPAIILS. Ali maintenance, repairs and replacement
(collectively "Repairs") to the Condominium Property shall be performed as follows:
6.1 By Owner. Except as otherwise expressly pro~idcd, an O~~mer s1raU make all
Repairs to the Owner's ti nit.
6.2 By Association. The Associatior. shall maintain and trim all landscaping on the
Land and all spririlder irrigation systems. The Association shall also be responsible for
repainting the exterior portions of the Building at such times as determined by the Boazd. Except
as otherwise provided, the Association shall make all Repairs to the Common Element and
Association Property. The cost of such maintenance and Repairs described in this Section 6.2
shall be charged to all Owners as a Common Expense except to the extent arising from or
10
MIAMI 1746636.8 7829336796
necessitated by the negligence, misuse or neglect of any specific Owner, in which case such cost
shall be paid solely by such Owner.
6.3 Association's Ri ht of Access to Units. The Association has the irrevocable
right of access to each Unit during reasonable hours when necessary for Repairs to any Common
Elements or of any portion of a Unit to be maintained by the Association pursuant to tlvs
Declaration, or for making emergency Repairs to the Unit or any of the Building which are
necessary to prevent damage to the Common Elements or to any other Unit or to any of the
Building. Association's right of access to any Building shall be effected only after at Least five
days prior written notice to the Owner except in case of emergency when no notice shall be
required.
6.4 Miscellaneous. Al] work performed on any portion of the Condominium
Property shall be in compliance with all Legal Requirements.
7.1 By the Association. Any additions, alterations or improvements {collectively
"Alterations"), as distinguished fiom repairs and replacements, costing in excess of $10,000 in
the aggregate in any calendaz yeaz, shall be made by the Association only after the prior
approvaa] of 75% of the votes allocated to all of the Uniu represented at a meeting at which a
quorum is attained. Any Alterations to the Condominium Property costing in the aggregate
S 10,000 or less in a calendaz yeaz may be made by action of the Board without approva] of the
Owners. The costs of any such Alterations shall constitute Common Expenses and shall be
assessed to the Owners.
7.2 By Owners. An Owner shall not make any Alterations in or to the Common
Elements or Association Property without obtaining prior written consent from the Boazd of
Directors, which consent may be withheld for any reason at the sole discretion of the Board,
including, without limitation, for purely aesthetic reasons. Consent shall not be granted if it is
determined that the Alterations would detrimentally affect the architectural design of the
Condominium Property, but shall not be withheld in a discriminatory manner. The Board shall
be deemed to have denied the request if it fails to take any action within 30 days after the later of
(i) receipt of such request, oz (ii) receipt of all additional information requested by the Board
within such 30 day period. Any Alterations by an Owner shall be made in compliance will: all
Legal Requirements and with any conditions imposed by the Association relating to design,
structural integrity, aesthetic appeal, construction details, lien protection or otherwise. Any
Owner making or causing to be made any such Alterations shall be deemed to have agreed, for
such Owner and Ownei s heirs, personal representatives, successors and assigns, to hold the
Association and all.other Owners harmless from any liability or damage to the Condominium
Property and expenses arising thezefrom, and shall'be solely responsible for the maintenance,
repair and insurance of such Alterations from and after that date of installation or construction as
may be required by the Association. The Association's rights of review and approval of plans
and other submissions under this Declaration are intended solely for the benefit of the
AS_eociation.
MiA\4i 1'46636.8 7829330796
8. OPERATION OF THE CONDOMINIUM BY THE ASSOCIATION.
8.1 Powers and Duties. The Association shall be responsible for the operation of the
Common Elements of the Condominium and the Association Property. The powers and duties of
the Association shall include those set forth in the By-Laws and Articles. In addition, the
Association shall have all the powers and' duties set forth in the Act and in this Declaration,
including, without limitation:
(a) The irrevocable right to have access to each Unit from time to time during
reasonable hours as may be necessary for maintenance, repair or replacement of any Common
Elements or of any portion of a Unit to be maintained by the Association pursuant to this
Declaration, or at any time and by force, if necessary, for emergency repairs necessary to prevent
damage to the Common Elements or W any other Unit or Units, or to determine compliance with
the terms and provisions of this Declaration, its exhibits and the rules and regulations adopted
pursuant to such documents, as the same may be amended from time to time.
(b) The power to make and collect Assessments and other chazges and
surcharges against Owners and to lease; maintain, repair and replace the Common Elements and
Association Property.
(c) The duty to maintain accounting records according to good accounting
pracdccs; which shall be open to inspection by Owners or their authorized representatives at such
reasonable times as established from time to time by the Board.
(d} The power to enter into contracts with others (whether or not affiliated
with the Association or Developer), for a valuable consideration, for mairttcnance and
management of the Condominium Property and Association Property and, in such connection, to
permit others to make and collect Assessments and other charges against Owners, and perfect
liens for non-payment thereof on behalf of the Board.
(e) The power to borrow money, execute promissory notes and other
evidences of indebtedness and to give as security mortgages and security interests in property
owned by the Association, provided that such actions are approved by a majority of the Board of
Directors and of Owners represented at a meeting at which a quonun has been attained, or by
such greater percentage of the Board or Owners as may be specified in the By-Laws with respect
to certain borrowing.
(f) When authorized by a majority of Owners represented at a meeting at
which a quonun has been attained, the power to acquire and enter into agreements for the
acquisition of fee interests, leaseholds, metxibcrships and other possessory or use interests in
lands or facilities, whether or not contiguous to the lands of the Condominium, intended to be
provided for the use or benefit of Owners (whether or not on an exclusive basis). The expenses
of ownership (including the expense of making and carrying any mortgage related to such
ownership), rental, membership fees, operatoon, replacements and other expenses and
undertakings in connection therewith shall be Common Expenses.
. {g} The power to (i) grant bills of sale for items of personal property owned or
governed by the Association and (ii) take any other action on behalf of itself and all Owners (as
ivttA1.41 1746636.8 7829330796
attorney-in-fact for all Owners) to satisfy any requirement of a company or governmental agency
to which equipment, facilities or materials used in connecfion with Utility Services are to be
transferred.
(h) The duty to notify Owners within a reasonable time of the institution of
any action or proceeding against the Association in which the Association may be exposed to
liability in excess of insurance coverage; any Owner shall have the right to intervene in and
furnish additional defense for the Association.
(i) To contract for the management and maintenance of the Condominium
Property and to authorize a management agent (which may be an affiliate of Developer) to assist
the Association in carrying out its powers and duties by performing such functions as the
submission of proposals, collection of Assessments and other chazges; prepazation of records,
enforcement of rules and maintenance, repairs and replacement of the Common Blements with
funds as shall be made available by the Association for such purposes. The Association shall,
however, retain at alt times the powers and duties granted by this Declaration, the Articles, By-
Laws and the Act, including but not limited to the making of Assessments, and other charges,
promulgation of rotes and execution of contracts on behalf of the Association.
(j) The power to levy reasonable fines against a TJnit for failure of the Owner
or its occupant, licensee or invitee to comply with any provision of this Declaration, the By-
Laws or the rules and regulations.
(k) All of the powers which a corporation not for profit in the State of Florida
may exercise.
8.2 Limitation Unon Liability of Association. Notwithstanding the duty of the
Association to maintain and repair parts of the Condominium Property and the Association
Property; the Association shall not be liable to Owners for injury or damage, other than for the
cost of maintenance and repair, caused by any latent condition of the Condominium Property or
the Association Property.
8.3 Restraint Unon Assienment of Shares in Assets. An Owner's share in the funds
and asgeis.of the Association cannot be assigned, hypothecated or transferred in any manner
except as an appurtenance to such Owner's Unit.
8.4 Aparoval or Disannrova! of Matters. Whenever the decision of an Owner is
required upon any matter, whether or not the subject of an Association meeting, that decision
shall be expressed by the same individual who would cast the vote for the Unit if at an
Association meeting, unless the joinder of record Owners is specifically required by the
Declaration or By-Laws. Any decision by the City or document execution by the City as the
City Owner under the Condominium Documents shall be made and will be effective if made or
executed by the City Manager or by his or her designee.
8.5 Acts of the Association. Unless approval or action of Owners or a specific
percentage oi'the Board is specifically required by the Condominium Documents, or applicable
law, al] approvals or actions required or permitted to be given or taken by the Association shall
be given or taken by the Board of Directors, without the consent of Owners. The Board may so
MIAI"II 2746636.8 75~933079fi
approve and act through the proper officers of the Association without a specific resolution.
Whenever an approval or action of the Association is to be given or taken, such action or
approval may be conditioned in any manner the Association deems appropriate or the
Association may refuse to tatce or give such action or approval without the necessity of
establishing the reasonableness of such conditions or refusal.
9. ASSESSMENTS AND OTHER CHAli'.CrES.
9.1 Determination of Common Expenses and Assessments. The Boazd of
Directors shall from time to time, and at least annually, prepare a budget for the Condominum,
determine the amount of Assessments payable by Owners to meet the Common Expenses and
allocate and assess such expenses among Owners in accordance with the provisions of this
Declaration and the By-Laws. The Board, promptly following its determination, shall advise all
Owners in waiting of the amount of Assessments payable by each Uv<zter and shalt furnish copies
of the budget, on which such Assessments are based, to all Owners and (if requested in waiting)
to their respective mortgagees. Any budget adopted shall not contain reserves for capital
expenditures and deferred maintenance. Any budget adopted may be changed at any time to
cover actual expenses. Any such change shall be adopted consistent with the provisions of the
By-Laws.
9.2 Liability for Payment. Each Owner, regazdless of the manner in which title is
acquired, including, without limitafion, purchase at a judicial sale, or deed in lieu of foreclosure,
shall be liable for all Assessments and other charges due with respect to that Unit while an
Owner. Except as otherwise indicated in this Article, an Owner shall be jointly and severally
liable with the previous QvtZter of a Unit for all unpaid Assessments and other charges against
the Unit coming due to the time of the transfer of title. Such liability shall be without prejudice
to any right the Owner may have to recover from the previous Owner any payment made. The
liability for Assessments may not be avoided by waiver of the use or enjoyment of any Connmon
Elements or by the abandonment of the Unit for which the Assessments are made or otherwise.
9.3 ti_nuaid Assessments and Other Charecs. Assessments and other chazges paid
v«thin 10 days alter the due date shall not bear interest but all sums not paid within such period
thereafter shall bear interest at the Interest Rate from the original due date until paid. The
Association tnay charge an administrative late fee, in addition to such interest, in an amount not
to exceed the greatest of (i) $25.00, (ii) Sve percent of each delinquent payment or (iii) such
maximum amount as may be permitted by the Act. In addition, the Association may accelerate
any unpaid Assessments in accordance with the By-Laws. Any payment received by the
Association shall be applied first to any interest accrued by the Association, then to any
administrative late fee, then to any costs and reasonable attorney's fees incurred in collection, and
then to the delinquent Assessment, (and/or other charges, to the extent allowed by law). The
foregoing shall be applicable notwithstanding any restrictive endorsement, designation, or
instruction placed on or accompanyvtg a payment. A late fee shall neither be subject to the
provisions of Florida's interest and usury laws nor the provisions of the Condominium Act
dealing with the levy of Ernes against a Unit.
4.4 Institutiona! Mortgagee. If an Institutional Mortgagee files suit to foreclose its
mortgage the Association shall not be named as a defendant.
14
NilAMt 1766636.8 7829330796
9.5 Possession of Unit. Any Person who acquires an interest in a Unit shall not be
entitled to occupancy of the Unit or enjoyment of the Common Elements until such time as a1]
unpaid Assessments and other chazges due and owing by the former Owner, if any, have been
paid.
9.6 Certificate of Unuaid Assessments. \tJithin 15 days after written request by
Owner, or holder of a mortgage on a Unit, the Association shall provide a certificate stating akl
Assessments and other moneys owed to the Association by the Owner with respect to the Unit.
Any pezson other than the Owner who relies on such certificate shall be protected thereby.
9.7 Special Assessments. In addition to Assessments to meet annually budgeted
Common Expenses, the Board may levy Assessments for nonrecurring costs or capital
improvements ("Special Assessments"). The specific purpose or purposes of any Special
Assessment approved in accordance with the Condominium Documents shall be set forth in a
written notice of such Special Assessment sent or delivered to each Owner. The funds collected
pursuant to a Special Assessment shall be used only for the specific purpose or purposes set forth
in such notice, or returned to the Owrters. Upon completion of such specific purpose or
purposes, any excess funds shall be considered Contrnon Surplus.
10. TNSLRANCF. Each Owner shall provide casualty and liability coverage for its Unit as
described in this Section. City shall be entitled to self-insure pursuant to its plan of funded self
insurance. htisurance coverage provided by any individual Owner shall provide that the coverage
afforded by such policies is primazy and without rights of subrogation against the Association or
any other Owner.
(a) Casual The Improvements in each Unit, including al] fixtures,
machinery and installations installed and all alterations and additions made by an Owner
(collectively, "Insured Property"), shall be insured in an amount not less than 100% of full
insurable replacement value, excluding foundation and excavation costs, against loss or damage
by fire and other hazards covered by a standard extended coverage endorsement and such other
risks including, but not limited to, vandalism and malicious mischief, and ~uindstorm'as from
time to time are customarily covered with respect to buildings and improvements similaz to the
Instued Property in constriction, location and use. Such policies :nay contain reasonable
deductible provisions.
(b) Liabili Commercial liability and automobile liability insurance
covering loss or damage resulting from accidents or occurrences on or about or in connection
with the Insured Property or adjoining driveways and walkways, or any work, matters or things
related to the Insured Property, with such coverage as shall be required by prevailing market
conditions, but with combined single limit liability of not less than $1,000,000.
11. 12ECONSTRUCTION OR REPAIR AFTER FIRE C ASUALTY.
11.1 Election By O~vuer. Each Owner shall be responsible for the repair and/oz
restoration of such Owver's Unit but neither Owner shall be obligated to make such repairs
and/or restoration. Should an Owner elect not to restore it shall remove such of the damaged
portion of the Unit and restore same to the extent the Unit is in a self contained and neat and
clean appeazance.
MIAMI 174GG36.3 782933D796
1].2 Election to Restore. Within 90 days following any damages to any Unit, the
Owner of the Unit will advise each other Owner whether it has elected to restore or not restore
the damage. In the event of any restoration any Owner shall have access to the Condominium
Property and the other Unit for the purpose of effecting any repair or restoration in accordance
evith Section 3.3(e). Failure to provide such notice shall be deemed an election not to restore. If
the City elects to restore the City Unit, BRP shall reimburse the City for its share of any
restoration costs described in Section 11.4.
11.3 Nonrestoration of City C:nit. If the City Unit is damaged and such damage
affects the operation of the BRP Unit and City has elected or deemed to have elected not to
restore the damage, the BRP CJnit Owner may, at itc expense, take such actions as it decors
reasonably necessary to render its Unit a self contained operating structure. Such actions may
include, without limitation, the erection, repair or replacement of a roof over the BRP Unit and
the enclosure of any building openings on the City Unit. City grants BRP easements of access to
the City Unit to make such alterations and grants BRP the right to make appropriate alterations to
the lmprovements on the Ciry Unit consistent with this Section 11.3. Should City provide notice
that it elects to restore as provided in Section 11.2 but fails to commence such restoration witlvn
180 days after such notice or ceases for a period of at least 60 days in any restoration work once
commenced, then such actions shall be deemed an election by City not to restore its Unit.
11.4 Nonrestoration of BRP Unit. If tl:e BRP Unit is damaged and such damage
affects the operation of the City Unit and BRP has elected or deemed to have elected not to
restore the damage, the City Unit Owner may, at its expense, take such actions as it deems
reasonably necessary to render its Unit a self contained operating structure. Such actions may
include, without limitation, enclos~se of any building openings on the BRP Unit. Should such
restoration include repairs to or replacement of the footings; foundations and any other below
grade structure, first floor columns or the floor slab for second floor ("Shazed Components"),
BRP will reimburse City in such event for 35% of (i) the cost of such repairs to or restoration of
the Shared Components and (ii) all soft costs appropriately related thereto. To the extent the
repairs or restoration also involves other portions of the Improvements on the Ciry Unit, Owners
shall equitably apportion the costs of the work to :he Shazed Components and to the balance of
the other work BRP grants Ciry easements of access to the BRP Unit to make such repairs and
restoration and grants City the right to make appropriate alterations to the Improvements on the
BRY Unit consistent with this Section I1. Should BRP provide notice that it elects to restore as
provided in Section 11.2 but fails to commence such restoration within 180 days after such
notice or ceases for a period of at least 60 days in any restoration work once commenced, then
such actions shall be deemed an election by BRP not to restore its Unit.
11.5 Restoration After Election l~ of to Restore. If any Owner has elected or deemed
to have elected not to restore the Improvements on such Owner's Unit but such Owner
subsequently seeks to restore, such restoration may be undertaken only if it does not interfere in
any material respect with the conduct of business on any Unit in which business is being
conducted and all work involved in such restoration, including work affecting another Unit, is
accomplished at the sole cost of the restoring Owner.
16
M[Atvit 1746636.8 7829330796
22. CONDEMNATION.
12.1 Dcousit of Awards with Insurance "Trustee. For purposes of this Declaration,
the taking of portions of the Condominium Property by the exercise of the power of eminent
domain or purchase in lieu thereof ("Taking") shall be treated as a casualty.
12.2 Determination Whether to Continue Condominium. The detemunation
whether to terminate the Condominium after the taking of a substantial portion of the Conunon
Elements will be made by an affirmative vote of 75% of the votes allocated to all of the Units as
provided for termination of the Condominium.
i 2.3 Takine of Unit. If the Taking is of all or a portion of one or more Uttits then the
award for the Taking shall be allocated by the condemning authority between the Units and then,
as to each Unit, paid to the extent available from the award allocated to such Unit: first, to the
applicable Institutional Mortgagees in amounts sufficient to satisfy their mortgages on such Unit
on which a taking has occurred; second, to the Association for any due and unpaid Assessments;
third, jointly to the aiI'ected Owners and other mortgagees of their Units. .
12.4 Takine of Common Elements. Awards for the Taking of Common Elements
shall be used to render the remaining portion of the Common Elements useable in the manner
approved by the Board of Directors. If the cost of such work shall exceed the balance of the
funds from the awards for the Taking, the work shall be approved in the manner elsewhere
required for capital improvzments to the Common Elements and shall be paid by the Owner of
the Unit for which the work is necessary. The balance of the awazds for the Taking of Common
Elements, if any, shall be distributed to the Owners in the shares in which they own the Common
Elements aRez adjustments to these shares by reason of the Taking. If there is a mortgage on a
Unit; the distribution shall be paid jointly to the Owner and the mortgagees of the Unit.
12.5 Amendment of Declaration. The changes in Units, the Common Elements and
in the ownership of the Common Elcrnents end the adjustment to the shares in the Common
Expenses and Common Surplus that aze effected by the Taking shall be evidenced by an
amendment to this Declazation approved by, and executed at the direction of, a majority of the
Boazd.
13. OCCUPANCY AND USE RESTRICTIONS. In order to .provide for congenial
occupancy of the Condominiuun Property and for the protection of the values of the tinits, the
use of the Condominitun Property shall be restricted t0 and shall be in accordance with the
following provisions:
13.1 tise of City Init. Upon substantial completion of the Project, the City Utvt shall
be used for parking uses and access thereto and/or any other permissible use under applicable
law. At all times during which the City Unit is operated as a municipal parking garage at least
130 pazking spaces shall be made available to the general public during the hours of 9:00 a.m.
and 8:00 p.m.
13.2 Use of BRI' Unit. Upon substantial completion of the Project, the BRP Unit may
be used only for retail and commercial uses to the extent permitted by applicable Legal
Requirements. The following uses shall be prohibited on the $RP Unit:
tvnAtvtt ]7a6636.87829330T96
(a) "Adult" bookstores or cinemas or establishments for the sale of drug-
related paraphernalia. For purposes of this subparagraph: "Adu1P' bookstores or cinemas shall
mean and include any establishments which sell or offer for sale or display any merchandise
which is distinguished or characterized by emphasis on matter depicting, describing or related to
(i) sexual activities or (ii) fondling or erotic touching of the body; and "establishments for the
sale of drug-related paraphemalia" shall mean and include establishments which sell or offer for
sale any merchandise which is commonly used or intended for use with or in the consumption of
any nazcotic, dangerous drug or other controlled substance;
(b) Pawn shops;
(c) Soup kitchen, homeless shelter or other similar facility;
(d) Mental health facility, substance abuse facility or other rehabilitarion
center;
(e) Gambling or bingo facility;
(f) Auction or "flea market" facility;
(g) Funeral home;
(h) Laundromat (excluding any Laundromats with a secondary use such as the
"suds and duds" operation) or dry cleaners with on premises cleaning plants or facilities,
(i) Automobile, recreational vehicle or mobile home sales, rentals or repairs,
excluding luxury or so-called "exofic" automobile sales; or
(j) Manufacturing facilities.
Furthermore, in no event shall any business or retail operation in the BRP Unit exceed t5,000
feet of gross leasable area. Without limiting the generality of the foregoing, the BRP Unit shall
at all times be divided into spaces, none of which exceed 15,000 square feet of gross leasable
azea; and there shall be no interior connections between two or more spaces if the total gross
leasable area of such spaces would exceed 15,000 square feet of gross leasable area in the
aggregate.
The provisions of this Section 13.2 shall survive any termination of this Condominium and shall
remain in full force and effect,
13.3 Rules. Reasonable nondiscriminatory and consistently enforced roles and
regulations may be established by the Association.
13.4 Condact of"Work. From and after complefion of the Project, al! wrork performed
by any Unit Owner shall be performed in a prompt, good, workmanlike, lien-free manner, and in
a manner which minimizes disruption of or interference with the operation of the other Units.
Once commenced, such work shall be performed continuously and with due diligence, and,
promptly upon completion thereof, the area in which the work was performed, and any other
areas affected thereby, shall be restored to at least as good condition that they were in prior to the
MIAMI 1746636.8 7829330796
performance of such work. Except only when .expressly provided to the contrary in this
Declaration, each Owner will be responsible for maintenance, repair and replacement of all
portions of the Condominium Property within its Unit. Any construction activity in the L3nit
shall be performed in a manner that minimizes inconvenience to and disruption of the operation
of the other tinits.
13.5 Plans Availability, Each Owner shall retain all plans and specifications for any
work performed by it, and shall make same available to all other Owners from time to time upon
reasonable request therefor (and any other Owner may duplicate any such materials, at its cosf).
1'he foregoing is ageed to in recognition of the fact that such materials may facilitate the
maintenance, repair and replacement of facilities within the Condominium Property. Each Owner
disclaims any representation or warranty as to the accuracy of any such materials.
.13.6 Compliance vtith Leeat Requirements. Each Owner shall at all times promptly
and fully comply with aEl Legal Requirements that pertaht to its Unit, whether or not any such
Legal Requirements shall necessitate shuctwal changes or improvements to or interfere with the
use and enjoyment of the Condominium Property. Each Owner further agrees W cooperate with
al] reasonable requests of any other Ow7rer in respect of resolving issues pertaining to
compliance with Legal Requirements. Either Owner shall have the right to contest any Legal
Requirements, or their applicability, through all available lawful means, and may defer
compliance with any Legal Requirement while it is so contesting same i^ good faith and
diligently, so long as the contesting Owner takes all s`.eps reasonably rcyuired to stay any
enforcement action or otherwise prevent material adverse "impact to any other Owner or the
Condominium Property.
13.7 Cooneration. All easements granted in this Declazation, and the use thereof,
shall"be deemed to be limited to the extent reasonably necessary to accomplish the purposes for
which such easements are granted. Each Owner agrees to cooperate with the reasonable requests
of any other Owner in furtherance of the spirit and intent of the matters addressed in this
Declaration.
13.8 Odors. No Owner shall permit any offensive odors to east on the Condominium
Property. All Owners recognize and agree that it is difficult to control odors within the Loading
and compactor/trash areas due to the nature of the use of those azeas and, although reasonable
steps to m;n;mize odors from those areas will be taken, the provisions of this Section 13.8 shall
be interpreted to give due consideration to the difficulty in controlling odors in these areas.
] 3.9 hazardous Materials. Each Owner agrees that it will not generate, use, store or
dispose of any hazazdous materials or substances on any portion of the Condominium Property
except in full compliance with all Legal Requirements. Ha2ardous substances or materials for
purposes of the foregoing shall mean any substances or materials that aze from time to time
designated as such by, or whose generation, use, storage or disposal is regulated pursuant to, any
Legal Requirements. If any Owner receives any notice of the release of a hazardous material or
substances affecting the Condominium Property, it shall promptly notify all other Owners, and
each Owner shall cooperate with all reasonable requests of any other Owner in respect of
remediation, at no cost to the Owner being requested to cooperate except to the extent such
Owner breached the provisions of the fast sentence of this Section 13.9.
19
MfAMI 1746636.8 782933079fi
.13.10 Government Compliance.
(a) Each Owner acknowledges and agrees that the City (in its regulatory
capacity and not as an Owner of a Unit) or other applicable governmental authorities may require
the joinder by all Owners in applications for permits to perform work within the Condominium
Properly. Each Owner desiring to perform work shall, if so required, submit any Such
applications to all other Owners for review, approval and joinder, which will not be unreasonably
withheld, delayed or conditioned, provided the work for which the permit is being sought is in
accordance with the terms of this Declaration (including compliance with all Legal
Requirements, including approvals required by the Ciry in its regulatory capacity). Each Owner
further acknowledges being aware that, in connection with permitting pertaining to any portion
of the Condonnium Property, the Owner applying for such permit may have to submit plans for
the entire Condominium Property and, if this is required by applicable governmental authorities,
each Owner shall cooperate with all others, at no cost to the cooperating Owner, in
accomplishing this in a manner that minimizes delay in the application process.
(b} Each Owner shall, within five business days of receipt, famish to any
other Owner a copy of any nofices received from any governmental authority pertaining to any
violation of Legal Requirements, compliance with respect to which is or may be the
responsibility of any other Owner.
14. SELLING LEASING OR TRANSFERRING OF UNITS. There shall he ro
restriction on selling, leasing or otherwise transferring any Unit in whole or in part- Each Owner
shall have the right to mortgage its Unit without restriction.
15. COMPLIANCE AND DEFAULT. Each Owner, occupant of a Unit and the
Association shall be governed by and shall comply wyth the terms of the Condonnium
Documents, as the same may be amended from time to time. The Association (and Owners, if
appropriate) shall be entitled to the following relief in addition to the remedies provided by the
Act.
15.1 N_ellieence. An Owner shall be liable for the expense of anymaintenance, repair
or replacement made necessary by such Owner's negligence or by that of such Owner's invitees,
employees, agents or lessees, but only to the extent such expense is not met by the proceeds of
insurance achrally collected in respect of such negligence by the Association.
15.2 Costs and Attorneys' Fees. In any proceeding arising because of an alleged
failure of an Owner to comply with the requirements of the Act, or Condominium Documents, as
the same may be amended fmm time to time, the prevailing party shall be entitled to recover the
costs of the proceeding and such reasonable attorneys' fees (including appellate attorneys' fees)
as may be awarded by the court.
16. TERMINATION OF CONDOMINIUM. The Condominium shall continue until {i)
terminated by condemnation or eminent domain, as more particularly provided in this
Declaration, or (ii) such time as withdrawal of the Condominium Property from the provisions of
the Act is authorized by a vote of Owners owning at least 75% of the votes allocated to all of the
Units in the Condominium and by any Institutional Mortgagee.
20
MIAMI 1746636.8 7829330796
17. ADDITIONAL PROVISIONS.
17..1 Additional Rights of Institutional Mortgaeces.
(a) In addition to all other rights set forth, Instittrtiona] Mortgagees shall have
the right, upon written notice to the Association, to:
(i) Examine the Association's books and records during normal
business hours;
(ii} Receive an unaudited financial statement of the Association within
90 days after the end of its fiscal year;
(iii) Receive notice of Association meetings and attend such mcetings;
(iv) Receive notice of an alleged default by any Owner upon vfiose
Llnit such mortgagee holds a mortgage, wfiich is not cured within 60 days after notice of default
to such Owner;
(v) Receive notice of any substantial damage or Ioss to any portion of
the Condominium Property; and
(vi) Any proposed action that would require the consent of a specified
percentage of Instituriynal Mortgagees.
Any Institutional Mortgagee giving notice pursuant to this Article shall serve its
notice .upon the Associarion, by registered or certified mail, return receipt requested, which
notice shall: (1) identify each Unit upon which each such Institutional Mortgagee holds any
mortgage; and (2) designate the glace to which notice are to be given by the Association to such
Institutional Mortgagee.
(b) ~rJhenever consent or approval of any holder(s) of any mortgage(s)
encumbering any Condominium Parcel(s) or Condominium Property is required by the
Condominium Documents to any amendment of the Condominium Documents, or to any action
of the Association or to any other matter relating to the Condominium, such consent may not be
unreasonably withheld. The Association may request such consent or approval of such holder(s)
by written request sent certified mail, return receipt requested (or equivalent delivery evidencing
such request was delivered to and received by such holders). Any holder receiving such request
shall be required to consent to or disapprove the matter for which the consent or approval is
requested, in writing, by certified mail, return rceeipt requested (or equivalent delivery
evidencing such request was delivered to and received by the Association), which response must
be received by the Association within 30 days after the holder receives such request. If such
response is not timely received by the Association, the holder shall be deemed to have consented
to and approved the matter for which such approval or consent was requested. Such consent or
approval given or deemed to have been given, where required, may be evidenced by an affidavit
signed by an officer of the Association. Such affidavit, where necessary, may be recorded in the
Public'Records of the County and shall be conclusive evidence that the applicable consent or
approval was given as to the matters therein contained These provisions shall not apply where
21
MIAMI 1746636.8 7829330796
an Institutional Mortgagee is otherwise required to specifically join in an amendment to °.his
Declaration.
17.2 Assienment of DeveloACr's RiLhts. Developer may assign the whole or any
portion of Developer's rights set forth in the Condominium Documents. In the event of a partial
assignment, the assignee shall not be deemed "Developer" but may exercise any rights of
Developer assigned to it. Any such assignment may be made on anon-exclusive basis.
17.3 Limitation of Liability. The liability of each Owner for Common Expenses shall
be limited to the amounts assessed against the Owner from time to timz in accordance with the
Condominium Documents. Each Owner shall be liable for injuries or damages rzsulring from an
accident in its own Unit to the same extent or degree that any other property owner would be
liable for such an occurrence.
17.4 Covenant Rannine With the Land. All provisions of the Condominium
Documents shall, to the extent applicable and unless otherwise expressly provided to the
contrary, be perpetual covenants running with the Land and with every• part and interest therein,
and all of the provisions shall be binding upon and inure to the benefit of Developer and
subsequent owner(s) of the Land or any part or interest therein, and their respective heirs,
personal representatives, successors and assigns. This Section is not intended to create nor shall
it be construed as creating any rights in or for the benefit of the general public. All present and
future Owners, tenants and occupants of Units shall be subject to and shall comply with the
provisions of the Condominium Documents, as they may be amended from time to time. The
acceptance of a deed or conveyance, or the entering into of a lease, or the enuring into
occupancy of any tinit, shall constitute an adoption and ratification of the provisions of the
Condonnium Documents, as they may be amended from time to rime, by such Owner, unant or
occupant.
t7.5 Notices. All notices to the Association required or desired under this Declazation
or the By-Laws shall be sent by certified or registered mail (return receipt requesud}, express
courier service (such as Federal Express) or hand delivery to the Association at its address listed
with the Florida Secretary of State, or to such other address or in such other manner as the
.Association may designate from time to time by notice in writing to all Owners. Except as
otherwise specifically provided in the .Act or this Declaration, all notices to any Owner shall be
sent by fast class mail (return receipt requested), express courier service (such as Federal
Express) or hand delivery to the Condominum address of such Owner, or such other address or
in such other manner as may have been designated by an Uwner from time to time, in writing, to
the Association. All notices to mortgagees of Units shall be sent by first class mail to then
respective addresses, or such other address as may be designated by them from time to time, in
writing, to the Association. All notices shall be deemed to have been given when received or, if
mailed, within three days following mailing in a postage prepaid sealed wrapper.
17.6 No Time-Share Estates. No time-share estaus will or may be created with
respect to any (Init.
I7.7 Ixhibits. There is incorporated into this Declazation any materials contained in
the Exhibits which under the Act are required to be part of the Declaration.
M[MdI 1746636.3 ?8293313756
17.8 Tazes. City and BRP acknowledge that, due to City's ownership of the City Unit
City should be entitled to an exemption from real estate and personal property taxes and
assessments. Each Unit Owner agrees to cooperate with City, at no cost to such Unii Owner , in
attempting to realize said exemption. The foregoing shall include modifying this Declaration to
the extent necessary. Each Unit Owner {other than City) shall pay prior to delinquency all taxes
and assessments, real and personal, whether general or special, levied against its Unit. The
foregoing shall not preclude either City or any other Unit Owner from contesting taxes; so long
as appropriate steps are taken to prevent a sale of the Unit on account of non-payment thereof.
The Owner appealing taxes shall be responsible for the full costs for any such appeal. Each
Owner agrees to cooperate with all reasonable requests of the other in an attempt to have any
portion of the Condominium Property reasonably requested by the other, or any component
thereof, separately assessed for tax purposes.
17.9 Sienature of President and Secretary. Wherever the signature of the President
or the Secretary of the Association is required, the signature of avice-president may be
substituted for the President, and the signature of the assistant secretary substituted for the
Secretary but the same person may not execute any single instrument on behalf of the
Asscx:iation in hvo separate capacities.
17.10 Goyernine Law. Should any dispute or litigation arise between any parties
whose.rights or duties are affected or determined by the Condominium Documents, as the same
may be amended from time to time, said dispute or litigation shall be governed by the laws of the
State of Florida.
17.11 Sevcrability. The invalidity in whole or in part of any covenant or restriction, or
any article, section, subsection, sentence, clause, phrase or word, or other provision of the
Condominium Documents, as the same may be amended iiom time to time, shall not affect the
validity of the remaining portions thereof which shall remain in full force and effect.
17.12 Waiver. No provisions contained in this Declaration shall be deemed to have
been waived by reason of any failure to enforce the same, without regazd to the number of
violations or breaches which may occur.
17.13 12atif5eation. Each Owner, by reason of having acquired ov<vership (whether by
purchase; gift, operation of law or otherwise), and each occupant of a Unit, by reason of his
occupancy, shall be deemed to have acknowledged and agreed that all of the provisions of the
Condominium Documents are fair and reasonable in all material respects.
17.]4 Gender; Plurality. Wherever the context so permits, the singular shall include
the plural, the plural. shall include the singular, and the use of any gender shall be deemed to
include all or no genders.
17.15 Captions. The captions contained in the Condominium Documents are inserted
only as a matter of convenience and for ease of reference and in no way ciefine or limit the scope
of the particular document or ary provision thereof.
17.16 Statutory Warranty Liability. BRP assumes all warranty liability imposed by
the Act with respect to the B1tP Unit and releases City' from all such liability. City assumes ail
MfAMI 1746636.87829330796
warranty liability imposed by the Act with respect to the City Unit and releases BRP from all
such liability.
17,17 Force Maieure Events. Except in the event of any emergency requiring
immediate action, whenever a period of time is prescribed in this Declaration for the taking of
any action by an Owner, such Owner shall not be liable or responsible for, and there shall be
excluded from the computation of such period of time, any delays due to strikes, riots, acts of
God, shortages of tabor or materials, war, governmental laws, regulations or restrictions, or any
other cause whatsoever beyond the control of such Owner.
IN WITNESS WHEREOF, Developer has executed this Declaration as of the date
indicated above.
Signed, sealed and delivered CITY OF MIAMI BEACH, FLORIDA, a municipal
in the presence f: corporation
Sign Name: ~ ~~
Print Na[re: '~' By:
i
Sign Name: ~.
Print Name: /~' try ~-l~p.~y2 ATTEST:
B~~ ~~.~cl.~.--
APPROVED AS TO
FORM 8~ LANGUAGE
tk FOR UT10N
3 zb 09
mey Date
24
NIIAA4] 1746636.6 7829330796
Sign Name:
Print Name: ~
BAY ROAT3 PARTNERS , LLC
Sign Name: ~ ~.
z
Print Name:
By; 'RS BRP, LLC,
anager
By:
Scott Ro ]ns, Man aging Member
wArrw A scwvrAnrz
M~~ .UY CGAIA55i01J Y DD 521331
O(PIAES: McRfi 26, 2016
~{~'',~ tmid?ni FkN,Cliunnc+,~mq
25
MIAMI 1746636.8 7829330796
STATE OF FLORIDA
COUNTY OF.MIAMI-DADE
ACICNO'WL);DGMENTS
The forte egojpg Declaration of Condominium was acknowledged before me this ~~*' day of
~~~ 2004 by Scott Robins, as Managing Member of Bay Road Partners BRP,
L C, Florida limited liability company as manager of Bay Road Partners, LLC, a Florida
limited liability company, on behalf of such limited liability companies. c i perso ly known
to me or has produced a Florida driver's license as identification.
Sign Nam
Print Name: c
NOTARY P LI''C11 STATE QF FL D
Print Name 1'_I~4'l~ it R ~ S~
IvfY COMMISSION EXPIRES:
1vfLaMI 174663 G.8 7829330796
STATE OF FLORIDA )
} SS:
COUT~T'Y OF MIAMI-DARE )
The foregoing was acknowledged before me this ~~!_, day of March, 2009 by Matti H.
Bower, as Mayor of the City of Miami Beach, a municipal corporation of the State of Florida, on
behalf of such municipal corporation. She is personally known to me or has produced a Florida
driver's license as identification.
Sign dame
Print Name: ~P ~yx Q%~ Y n on a ~~
NOTARY PU LIC, STA/T/E OF FLORIDA
Print Name: ~pr~ /d@-1^ly4nol~'
My Commission Expires: ~at' s, y4 <1
sna>i t
JOINDER
PG'RDY AVENUE COMMERCIAL CUNDOMINf[M ASSOCIATION, INC., a Florida
corporation not for profit, agrees to accept all the benefits and all of the duties, responsibilities,
obligaUOns and burdens imposed upon it by the provisions of Phis Declaration and Exhibits
attached.
IN WITI~'ESS WI-IEREOF, PURllY AVENUE COM.VIERCIAL CONDOMIiv'IUM
ASSOCIATION, INC., has caused these pr~sents to be signed in its name by its proper officer
and its corporate scat to be affixed this ~ day of r1^,~rt~. , 2009.
Signed, sealed and delivered PURDY AVENUE COMMERCIAL.
in the presence of: COI\~OMII`"IL~~I ASSOCIATION, INC., a Florida
not coproration
Sign Namd~~--G°qL~ By: <
Print Name~~+' ; ~~-Y~Z President
Sign Name:
Print Name:
STATE OF FLORIDA )
SS:
COUKTY OF MIAMI-DADS)
The foregoing joinder w s acknowledged before me this~~_S day of~lby
~~({ ~iy~, ~, asyl~r`~idcnt of PURDY AVEN[iE CU_vIMERCIAL COVDOMINIL'M
ASSOCIATION, INC., a Florida corporation not for profit, on behalf of said corporation.
HelShe is pgrsonally known to me or has produced a Florida driver's li~cense~as i~dentification.
Sign Name: ~-/`~iG " _
Print Name: .*>71~
NO'T'ARY PUBLIC, STATF. OF FLORIDA
Print Name ~~+'~~~ l2~5''r~ ~--
MY C0~ tISSION EXPIRES:
CFWllES H MiN6i
_ ~.,~', MY COMAl139r,N i OD 7197
IXPiieS Sectemha t7, 2111
B~taE l rri Hoiry 7utlc w3'w~las
28
MIAMI 1746636.8 7829330796
PURDY AVENUE
Commercial Condominium
LEGAL DESCRIPTION:
Ail of Lot 1 and Lot 2, L°SS the North four (4) feet of the East 1 /2 of said Lct 2, Block 14-A, ISLAND NEW
ADDITION, according io the plot thereof, ae recorded fi Plai Book 9 of Page 144, and together with the Eoat t/2
of Lo: 7 and of of Lot 8. Bioctc 14, THE ALTON BEACH REALTY COMPANY'S PLAT Df ISL4ND VI@N SUBDIVISION,
accrording to L'1e plct '_'nereof, as recordetl :~ Plat Bock 6 at Pcge 115, both being recorded in the Publ(c Reccrds
of Mlomi-Dods County, Florida.
LEGAL DESCRIPTION
EXHIBIT A SHEET 1 OF 1
PURDY AVENUE
Commercial Condominium
STATE OF FLORIDA
SS
COUNTY OF MIAMI-DADE
BEFORE ME, the undersigned authority duly authorized to administer oaths and take acknowledgments,
personally appeared DANIEL C. FORTIN, by me well known and known to me to be the person hereinafter described,
who being by me first duly cautioned and sworn, deposes and says on oath os follows, to wit:
1. That he is duly registered and duly licensed land surveyor authorized to practice under the laws of the State of
Florida.
2. AHiant hereby certifies that Exhibit B, together with the provisions of the Declaration of Condominium describing
the Condominium Property, Is an accurate representation of the location and dimensions of the improvements and
so that the identification, location, and dimensions of the common elements and of each unit can be determined
from these materials.
3. That the elevations shown for each floor are reletive to the National Geodetic Vertical Daturn of 1929.
4. This Certification :Wade this day 31 of March, 2009, by the undersigned surveyor is mode pursuant to the
provisions of Florida Statues 718.104 and Is a certification that this survey and legal description ottachec are such
that these materials, together with the provlslon of the Declorotion describing the Condominium property, represent
an accurate representation of the location and dimensions of the units and common e:ements so that the
identification, location and dimensions of the common elements and each unit can be determine f•om these
materials. '
5. I am o duly licensed and practicing professional surveyor cnd mapper In the State of Florida and, under my
supervision, this survey was mode and is true and correc`. to the best of my knowledge and belief, cnd this survey
moots the minimum technical standards set forth by the Florida 3oard of Land Surveyors pursuant to Section
472.027 Florida Statues.
' ~, Y c.Jei.
FU ERA IANT SAYETH NAUGHT
;
'
`~ ' ~~
.
~
_
.~
RTI VY
,
°..
. INC. 653 ttr`~: ~'~~ A'a
^
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~s : m
.Daniel C. Fortin, for The Firm ~ : '~ ~ " !r
PROFESSIONAL SURVEYOR AND MAPPER LS2853 ~ s : ~ Gy ~ ,~; `
g State of Florida ~,. ~+~,o ? sr '~ = "
g STATE OF FLORIDA ~ ' .,;`~;;,'r;' ~ ,Y~~~
~~`
•
i
~ SS +
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this March 31. 2009 .by DANIEL C. FORTIN, wF.o is
3 personally known to me and who did not toko an oath.
a`
m
$ NOTARY PUBLIC- State of Florida
a FORTIN, L EAVY, S KILES, INC.
SURVEYORS & MAPPERS
CONSULTING ENGINEERS
,
~ FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th. Street /North Miami Beach, Florida. 33162
~ Phone: 305-653-4493 /Fax 305-651-7152 / Email fls@flasurvey.com
0
N
O
€ Date March 30, 2009 I Drag. No. 6009-004 lob. No. 090258
-
~
EXHIBIT B SHEET 1 OF 6
PURDY AVENUE
Commercial Condominium
LEGAL DESCRIPTIOf~
All of l.ot ? and Lot 2, Less Una North four (4) feet of t,e Eost 1/2 of said Lot 2. Bicck 74-A, ISLANC VIEW
AD7TION, according to the plat thereof, as recorded .n Plot Book 9 at Page 744, end together with the 'east 1/2
of Lo; 7 and a0 of Lat 8, 81ock 14, THE ALTON 9EACH REALTY COMPANY'S PLAT CF ISLAND NEW SU3DIVISION,
according to the plat :hereo?, cs recorded in Plot Book 8 of Poge 115, both being recorded in the Public Records
of M"cmi-Dcde County, Flordc.
The above cescribed perimetrical boundary for the BRP Unit ties between ar. elevation of 4.8 feet and 20.8 feet,
re:at:ve to the Natoncl Geodetic Vertico. Dctum of 1929.
and
The above described permetRcc. bcunday for the Cily Unit lies between on olevotion of 20.8 feet and 500.0 feet,
relative to the National Gaodetic Vertieo; Datum of 1929.
SURVEYOR'S NOTES:
- This site lies '.n Section 33, Township 53 South, Range 42 East, City o`. Miami Deoch, M'omi-Dade County,
Florida.
- 8eorings hereon ore referred tc on assumed value of N 00'00'00` E fcr the Eosl right u` way li~te of
Sunset Harbour Drive (Purdy Avenue).
- lands shown hereon coniaininy 22,950 seuore feet, cr OS27 acres, more ur less.
- Sheets 5 and 6 are not a `Land Survey' but only a greph7c depiction of the description shown hereon.
- Dimensions shown hereon are based on Fortin, Leavy, Skiles, sketch #7009-078.
LEGAL DESCRIPTION &
0
SURVEYOR'S NOTES
EXHIBIT B SHEET 2
PURDY AVENUE
Commercial Condominium
~` `-CANAL
I I I I I I I I I
\ 33 I 34 ~ 33 132 137 130 129 I p8 127 126 I
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^ This site lies in Section 33, Township 53 Soufh, Range 42 East,
$ City of Miami Beach, Miami-Dade County, Florida,
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LOCATION SKETCT 3
u EXH]BIT B SHEET 3 OF 6
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PURDY AVENUE
Commercial Condominium
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EXHIBIT B SHEET 4 OF 6
PURDY AVENUE
Commercial Condominium
I ISLAND VIEW ADOITI<
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~ NOTES:
ThePe rlmRtrlcel bol:ndary o181e 6.7P Unlt nes Caiv.~een GRAPHIC SCALE
en elpvelion 014.8 laal entl 20.8 te9: erW i8 re:aNVe to i IS 90 6D
he Natlonel Gaadetlc Vertical Datum of 1928.
~ommor. Element below elevation of 4.8 feat (8a peer )
LEGEND: 1 inch so ft
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s EXHIBIT B SHEET 5 OF 6
PURDY AVENUE
Commercial Condominium
ISLAND VIEN/ADDITI(
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O ' THE ALTON BEACI f REALTY COMPANY'S ~ ` $.E. CORNER
a ~ PLAT OF ISLAND VIEW St1BDIVIStON ~ OF LOT 7
PLAT SOUK 6 PAGE 116
~ ~OTE3:
~ TN0 parimelrleal oWn00ry o1 the CCy Unh Ilan between GRAPHIC SCALE
an e:evatlor. of 20b fee: antl 500.01ee: ano Is relatYVe to
!h0 Nali00al Ga00WIC Vegkel Datum Of 1929. o :5 3C 60
Common Element below elevation c' a.9 feet , N I
( IN FEET )
LEGEND: 1 iaeh - 3'J fl
i WNOOMiNIUAI VNIT CITY UNIT
'0 60UNOARY LINE
J
EXHIBIT B SHEET 6 OE 6
EXII[BTT C
Allocation of Shares of Common Elements,
Common l~,znenses and Common SUrn~US
The undivided share in Common Elements, Common Expenses and Common
Surplus ("Undivided Share"} for each Unit shall be as follows:
Unit Share of Common Elements, Common
Expenses and Common SurnIus
City Unit 65%
BTtP Unit 35%
VtIA3~i1 1746636.8 7829330796
EXFIIBTT D
Bv'Laws
MIAMI 1746636.8 782933079E
BY-LAWS
OF
Pi7ItDY AVENUE COA'IMERCIAL
CONDOMINILIVI ASSOCIATION, INC.
A corporation notfor profit organized
under the laws of the State of Florida
1. Ideati •. These arc the By-Laws of PURDY AVENUE COMMERCIAL
CONDOMINIUM ASSOCIATION, TNC. ("Association"), a corporation not for profit
incorporated under the laws of the State of Florida and organized for the purpose of
administering that certain condominium located in Miami-Dade County, Florida and known as
PURDY AVEKLIE COMMERCIAL CONDOMINIUZvI ("Condominium").
1.1 Princinal Office. The principal office of the Association shall be at ]700
Convention Center llrive, Miami Beach, Florida, or at such other place as may be subsequently
designated by the Board of Directors. All books and records of the Association shall be kept at
its principal office.
1.2 Fiscal Year. The Sscal year of the Association shall be a calendar year.
1.3 Seal. The seal of the Association shall bear the name of the corporation, the word
"Florida", the words "Corporation Not For Profit", and the year of incorporation.
2. Definitions. For convenience, these By-Laws shall be referred to as the "By-Laws" and
the Articles of Incorporation of the Association as the "Articles." 1'he other capitalised terms
used in these By-Laws shall have the same definition and meaning as those set forth in the
Declaration of Condominium for the Condominium or the Articles, unless otherwise provided in
these By-Laws, or unless the context otherwise requires.
3. Members.
3.1 Aannal Meetine. The annual Members' meeting shall be held on the date, at the
place and at the time determined by the Board of Directors from time to time. There shall be an
annual meeting every calendar year and, to the extent possible, no later than 13 months after the
last preceding annual meeting. The purpose of the meeting shall be, except as otherwise
provided, to elect or appoint Directors and to transact any other business authorized to be
transacted by the Members, or as stated in the notice of the meeting sent in advance to Owners.
3.2 Snecial Meetings. Specia! meetings of Members shall be held at such places as
provided for annual meetings. Special meetings may be called by the President or by a majority
of the Board of Duectors of the Associaton, and mu.9t be called by the President or Secretary
upon receipt of a written request from a Member of the Association. The business conducted at a
special meeting shall be limited to that stated in the notice of the meeting.
3.3 Particination by Owners. Each Owner shall be a Member of the Associafion.
Subject to the following sad such further reasonable restrictions as may be adopted from ume to
MIAtvfl 17595733 7829330796
time by the Board, Owners may speak at annual and special meetings of Members, committee
meetings and Board meetings with reference to all designated agenda items.
3.4 Notice of Meetin¢: Waiver of Notice. Notice of a meeting of Members stating
the time and place and the purposes for which the meeting is called shall be given by the
President or Secretary. A copy of the notice shall be posted at a conspicuous place on the
Condominium Property. The notice of the annual meeting shall be sent by mail to each Owner,
unless the Owner has waived in writing the right to receive such notice. The delivery or mailing
shall be to the address of the Member as it appears pn the roster ofMembers. Where a Unit is
owned by more than one person, the Association shall provide notice, for meetings and all other
purposes, to a single address initially identified for that purpose as one or more of the Owners of
the Unit shall so advise the Association in writing, or, if no address is given, if the Owners
disagree, or if the Association is reasonably unsure as to where to send notice for any reason,
notice shall be sent to the address for the Owner as set forth on the deed of the Unit. The posting
and mailing of the notice shall be effected not less than 14 nor more than 60 con5nuous days
prior to the date of the meeting. Pmof of mailing of the notice shall be given by retention of post
office receipts or by affidavit. The Board shall adopt by rule, and give notice to Owners of, a
specific location on the Condominium Property upon which all notices of Members' meetings
shall be posted.
Notice of specific meetings may be waived before or after the meeting and the attendance
of any Ivfember (or person authorized to vote for such Member} shall constipate such Member's
waiver of notice of such meeting, except when such Member's (or his authorized
representative's) 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.
3.5 uorum. A quorum at Members' meetings shall be attained by the presence,
either in person or by proxy, of Persons entitled to cast at least 75% of the votes of Members at
such meeting.
3.6 Votin .
• (a) NumbeT,of Votes. An Owner shall be entitled to cast one vote for each
Unit owned.
(b} Maioritv Vote. The acts appmecd by a majority of the votes at a meeting
at which a quorum shall have been attained shall be binding upon all Owners for all purposes
except where otherwise provided by law or the Condominium Documeats. As used in these By-
Laws, the Articles or the Declarafion, the tams "majority of the Owners" and "majority of the
Members" shall mean chose Owners having more than 50% of the then total authorized votes
voting at any meeting of the Owners at which a quorum shall have been attained. Similarly if
some greater percentage of Members is required in these By-Laws or in the Declaration or
Articles, it shall mean such greater percentage of the votes of Members voting and not of the
Members themselves.
(c} Voting Member.
By-Laws
2
MlAn~tl 1759573.3 7829330796
(i) If a Unit is owned by one individual, such individual's right to vote
shall be established by the roster of Members. If a Unit is owned by wore than one
individual,, any individual Owner shall be entitled to cast the vote for the Unit unless a
specific individual shall be designated by a certificate signed by all of the record owners
of the Unit according to the roster of Owners and filed with the Secretary of the
Association. Such designated individual need not be an Owner, nor one of the joint
owners. If more than one co-owner is present in person or by proxy and the co-owners
cannot agree on a particulaz vote then the right to vote on that subject matter shall be
forfeited.
(ii) If a Unit is owned by the City of Miami Beach, the vote for such
Unit shall be cast by the City Manager or his or her designee pursuant to a written
instrument executed by the City Manager.
(iii) ff a Unit is owned by a corporation, limited liability company, or a
partnership, the individual entitled to cast the vote for the Unit shall be designated by a
certificate signed by an appropriate officer of the corporation, appropriate signatory of
the limited liability company or a general partner of the paratership and filed with the
Secretarv of the Association. Such individual need not be an Owner. Those certificates
shall be valid until revoked or until superseded by a subsequent certificate or until a
change in the ownership of the Unit concerned. A certificate designating the person
entitled to cast the vote for a Unit may be revoked by any record owner of an undivided
interest in the Unit. If a certificate designating the person entitled to cast the vote for a
Unit for which such certificate is required is not on file or has been revoked, the vote of
the Owner(s) of such Unit shall not be considered in determining whether a quorum is
present, nor for any other purpose. In such case, the total number of authorized votes in
the Association shall be reduced accordingly until such certificate is filed.
(iv) If a Unit is owned jointly by a husband and wife, they may,
without being required to do so, designate a voting Member in the manner provided
above. Such designee need not be an Owner. In the event a husband and wife do not
designate a voting Member, the following provisions shall apply:
(x) If both are present at a meeting and are unable to concur in
their decision upon any subject requiring a vote, they shall lose
their right to vote on that subject at that meeting, and their vote
shall not be considered in determhting whether a quorum is present
on that subject at the meeting (and the total mm~ber of authorized
votes in the Association shall be reduced accordingly for such
subject only).
(y) If only one is present at a meeting; the person present shall
be counted for purposes of a quorum and may cast the Unit vote
just as though he or she owned the Unit individually, and without
establishing the concurrence of the absent person.
av-Laws
3
MTA2~41 1759573.3 7829330796
(z) If both are present at a meeting and concur, either one may
cast the Unit's vote.
3.7 Proxies. Votes may be cast in person or by proxy. Except as specifically
otherwise provided, Owners Inay not vote by general proxy, but may vote by limited proxies.
Limited proxies shall be permitted for votes taken to: waive or reduce reserves; waive financial
statements; amend the Declaration, Articles or By-Laws; or, except as indicated below, for any
other matter requiring or permitting a vote of Owners. General proxies may be Used for other
matters for which limited proxies azc not required and may also be used in voting for
nonsubstantive changes to items for which a limited proxy is requued and given. A proxy may
be made by any person entitled to vote, but shall only be'valid for the specific meeting for which
originally given and atry lawful adjourned meeting. In no event shall any proxy be valid for a
period longer than 90 days after the date of the first meeting for which it was given. Every proxy
shall be revocable at any time at the pleasure of the person executing it. A proxy must be filed in
writing, signed by the individual authorized to cast the vote for the Unit (as above described) and
filed with the Secretary at least 24 hours before the appointed time of the meeting, or before the
time to which the meeting is adjoumed. holders of proxies need not be Owners. Each proxy
shall contain the date, time and place of the meeting for which it is given and, if a limited proxy,
shall set forth the matters on which the proxy holder may vote and the manner in which the vote
is to be cast. There shall be no limitation on the number of proxies which may be held by any
person. If a proxy expressly provides, any proxy holder may appoint in writing, a substitute to
act in his or her place. If such provision is not made, substitution is not permitted.
3.8 Adiourned Meetines. If any proposed meeting cannot be organized because a
quorum has not been attained, the Members present, either in person or by proxy, may adjourn
the meeting from time to time until a quorum is present, provided notice of the newly scheduled
meeting is given in the manner required for the giving of nonce of a meeting. Unless revoked by
a Member for any reason, proxies given for the adjourned meeting shall be valid for the newly
scheduled meeting.
3.9 Order of Business. If a quorum has been attained, the order of business at annual
Members' meetings, arid, if applicable, at other Members' meetings, shall be:
(a) Call to order by President;
(b) Appointment by the President of a chairman of the meeting (who need not
be a Member or a director);
(c} Proof of notice of the meeting or waiver of notice;
(d) Reading of minutes;
(e} Reports of officers;
(f) Reports of committees;
(g) Determination of number of Directors to be elected or appointed;
8y-Laws
4
MIP.tv1I 1759573.3 7829330796
(h) Election or appointment of Directors;
(i) Unfinished business;
(j) New business;
(k) Adjournment.
Such order may be waived in whole or in part by direction of the chairman.
3.10 Minutes of Meeting. The minutes of all meetings of Members shall be kept in a
book available for inspection by Owners or their authorized representatives and Board Members
at any reasonable time. The Association shall retain these minutes for a period of not less than
seven years.
3.11 Action Without A Meeting. To the extent lawful and not inconsistent with the
Act or the Declaration, any action required or permitted to be taken at any annual or special
meeting of Members, may be taken without a meeting, without prior notice and without a vote if
a consent in writing, setting forth the activn so taken, shall be signed by the Members {or persons
authorized to cast the vote of any such Members) having not less than the minimum number of
votes that would be necessazy to authorize or take such action at a meeting of Members at which
a quorum is obtained. Any action by written consent shall not be effective unless signed by
Members having the requisite number of votes necessary to authorize the action within 60 days
of the date of the earliest dated signature and receipt by the Association. Any written consent
may be revoked prior to the date the Association receives the required number of consents to
authorize the proposed action. A revocation is not effective unless in writing and rnttil received
by the Secretazy of the Association, or other authorized agent of the Association. Within Z O days
after obtaining any action by written consent, notice shall be given to Members who have not
consented in writing. The notice shall fairly summarize the material features of the authorized
action.
4, ,Directors.
4.1 Membersbia. The affairs of the Association shall be governed by a Board of fve
Directors. Directors need not be Owner.
4.2 ECee6on of Directors. Election of Directors shall be held at the annual meeting
of Members, except as provided in these By-Laws to the contrary. The Class A Member shall
e]ect or appoint three dtrectors and the Class B Member shall elect or appoint two directors.
4.3 Vacancies and Removal. The Directors elected or appointed by the Class A
Member may be removed only by the Class A Member. The Directors elected or appointed by
the Class B Member may be removed only by the Class B Member. Vacancies created by
resignation pr removal may be filled only by the Member responsible for the election or
appointment of such Directors.
4.4 Tcrm. Except as provided to the contrary in these By-Laws, the term of each
Director's scn~ice shall extend until the next annual meeting of the Members, or until the
B)~L8W5
5
Vf1AM1 1739373.3 7829330796
Director is removed in the manner elsewhere provided. If no person is designated to replace a
Director whose term is expixing, such Director shall be automatically reappointed to the Board of
Directors and need not stand for reelection or reappointment A Director charged with a felony
theft or embezzlement offense involving the Association's funds or property shall be removed
from office, creating a vacancy in the office to he filled in accordance with these By-Laws. If a
person has any such criminal charge pending, he or she may not be appointed or elected to a
position as a Director. However, should the chazge be resolved without a finding of guilt, the
person shall be reinstated for the remainder of his or her term of off ce, if any.
4.S Oreanizationai Meetine. Except for the Directors designated in the Articles, the
organizational meeting of newly-elected or appointed Members of the Board of Directors shall
be held within 20 days of their election or appointment at such place and time as shall be fixed
by the Directors at the meeting at which they were elected or appointed. Notice of the
organizational meeting shall be provided in accordance with Section 4.6.
4.6 Vicetin¢s. Meetings of the Board of Directors may be held at such time and place
as shall be determined, from time to time, by a majority of the Directors. Notice of meetings
shall be given to each Director, personally or by mail, telephone, fax, email or telegraph, and
shall be transmitted at least three days prior to the meeting. Meetings of the Board of Directors
and any committee of the Board shall be open tv all Owners. Notice of Boazd meetings shall be
posted conspicuously on the Condominium Property at least 48 continuous hours in advance for
the attention of the Members of the Associafion, except in the event of an emergency. Wrtten
notice of any meeting of the Board at which regular or non-emergency special Assessments, or at
which amendment to rules regarding Unit use will be proposed, discussed or approved, shall
specifically state such purpose and, with respect tv Assessments, indicate the nature, estimated
cvst and description of the purpose for such Assessments. Such notice shall be mailed or
delivered to all Owners and posted conspicuously on the Condominium Property not Iess than 14
continuous days prior to the tneeting. Evidence of compliance v<zth this 14 day notice shall be
made by an affidavit executed by the Secretary of the Association and filed among the official
records of the Association. The Board shall adopt by rule, and give notice to Owners of, a
specific location on the Condominium Property upon which all notices of Boazd and,'or
committee meetings shall be posted. Special meetings of the Directors may be called by the
President and must be called by the President or Secretary at the written request of one-third of
the Directors.
4.7 Owner Participation. Any Owner may tape record or videotape meetings of the
Board, in accordance with the rules of the Division. The right to attend such meetings includes
the right to speak at such meetings with respect to all designated agenda items. The Association
may adopt reasonable rules governing the frequency, duration and manner of Owner statements.
If at least 35% of the voting interest petition the Boazd to address any item relating to the
Condominium, the Board shall at the next regular meeting or at a special meeting of the Board
held in either event not later than 60 days of the Board's receipt of the petition, place the item on
the agenda for the meeting.
4.8 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 due receipt by such Director of
notice. Attendance by any Director at a meeting shall constihtte a waiver of notice of such
9y-LacvS
6
M.A~1I 1 ;19573.3 7829330796
meeting, except when such Director's 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.
.4.9 uorum. A quorum at Directors' meetings shall consist of the entire Board of
Directors. 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 of Directors except when approval by a greater
number of Directors is specifically required by the Declazation, the Articles or these By-Laws.
After a quorum has been established at a meeting, the subsequent withdrawal of members; so as
to reduce the number of voting interests entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any actions taken at the meeting or any
adjournment. Notwithstanding the above, when some or all of the Board of Directots or
members of a Committee meet by telephone conference, those Board of Dtrcctors or members of
a Committee attending by telephone conference may be counted toward obtaining a quorum and
may vote by telephone. A telephone speaker shall be utilized so that the conversation of those
Board of Drrectors or members of a Committee attending by telephone may be heazd by the
Board of Directors or members of a Committee attending in person, as well as by any Owners
present et the meeting.
4.10 Adiourned Meetings. Tf at any proposed meeting of the Board of Directors 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, provided notice of such newly scheduled meeting is given as
required under these By-Laws. At any re-scheduled adjourned meeting, any business that might
have been transacted at the meeting as originally called may be transacted without further notice.
4.11 Joinder in Meeting. Any Director may attend a meeting by telephone if a
speaker-phone is available at the meeting so that other Directors and Owners can hear the
Director participating by telephone and such. Director can hear the meeting. Any Director so
participating by telephone shall be counted toward the quorum and shall be entitled to vote by
telephone. The joinder of a Director in the action of a meeting by signing and concurring in the
minutes of that meeting shall constitute the approval of that Director of the business conducted at
the meeting, but such joinder shall not allow the applicable llirector to be counted as present for
the purpose of determining a quorum or used as a vote for or against the action taken.
4.12 Presiding Officer. The presiding officer at the Directors' meetings shall be the
President (who may, however, designate any other person to preside). In the absence of the
presiding off cer, the Directors present may designate any person to preside.
4.13 Order of Business, Voting.
(a) if a quorum has been attained, the order of business at Directors' meetings
shall be:
(i} Proof of due notice of meeting;
(ii) Reading and disposal of any unapproved minutes;
(iii) Reports of officers and cornmittees;
B?+~Lews
7
MTAMt 17595733 7829330796
(iv) Election of officers;
(v) ' Unfinished business;
(vi) New business;
(vii) Adjoummeni.
Such order may be waived in whole or in part by direction of the presiding
officer.
(b) A Director present ai a meeting shall be presumed to have assented to the
action taken unless he or she votes against such action or abstains from voting. A Director who
abstains from voting on any action taken on any matter shall be presumed to have taken no
position with regard to the action. Directors may not vote by proxy or by secret ballot except for
election of officers.
4.14 Minutes of Meelines. The minutes of al] meetings of the Board of Durectors
shall be kept in a book available for inspection by Owners, or their authorized representatives,
and Board Members at any reasonable time. The minutes shall record any vote of absention for
tech Drrector. The Association shall retain these minutes for a period of not less than seven
years.
5. Powers and Duties. 11te Board of Directors shall have the powers and duties necessary
for the administration of the affairs of the Condominium. The Board may take all aces, through
the proper officers of the Association, in exercising such powers, except such acts which, by law,
the Declaration, the Articles or theso By-Laws, may not be delegated to the Board of Directors
by the Owners. Such powers and duties of the Board of Directors shall include, without
Limitation (except as may be otherwise limited in these By-Laws), the following:
(a) Operating and maintaining the Common Elements and Association
Property.
(b) Determining the expenses required for the operation of the Condominium
and the Association.
(c) Collecting Assessments from Owners.
(d) Employing and dismissing personnel necessary for maintenance .and
operation of the Common Elements and Association Ptoperry.
(e) Adopting and amending rules and regulations concerning details of
operation and use of the Condominium Property and Association Properly, subject to a right of
the Owners to overrule the Board as provided in Arl'icle 13.
(f) Maintaining bank accounts on behalf of the Association and designating
the signatories required.
ayimvs
8
MIM9 1759573.3 7829330796
(g) Purchasing, ]easing or otherwise acquiring title to, or an interest in,
property in the name of the Association, or its designee, for the use and benefit of ifs Members;
the power to acquire personal property shall be exercised by the Board and the power to acquire
real property shall be exercised as described in these By-7 aws and in the Declaration.
(h) Purchasing, leasing br otherwise acquiring property in the name of the
Association ur its designee.
(i) Enforcing obligations of Owners, allocating proSts and expenses and
taking such other actions as shall be deemed necessary and proper for the sound management of
the Condominium.
(j) Borrowing money on behalf of the Association or the Condominium when
required in connection with the operation, care, upkeep and maintenance of the Common
Elements or the acquisition of property, and granting mortgages on and/or security interests in
Association Property. The consent of all Owners shall be required for any borrowing. if any
sum borrowed by the Boazd of Directors pursuant to this subparagraph is not repaid by the
Association, an Owner who pays to the creditor such a percentage of such sum equal to such
Owners percentage interest in the Common Elements shall be entitled to obtain from the creditor
a release of any judgment or other lien which said creditor shall have filed or shall have the right
to file against or which will affect such Owner's Unit.
(k) Exercising (i) all powers specifrcally set forth in the Declaration, the
Articles, these By',,aws, and in the Act, and (ii) all powers incidental thereto, and all other
powers of a Florida corporation not for profit.
6. Officers.
6.1 Executive Officers. 't'he executive officers of the Association shall be a
President, a Vice President, a Treasurer, a Secretary and an Assistant Secretary {none of whom
need be Directors}, all of whom shall be elected or designated by the Board of Duectors. All
officers may be peremptorily removed at any meeting by concurrence of a majority of all of the
Directors. A person may hold more than one office, except that the President may not also be the
Secretary or Assistant Secretary. No person shall sign an instrument or perform an act in the
capacity of more than one office. The Board of Directors from time to time shall elect such other
officers and designate their powers and duties as the Board shall deem necessary or appropriate
to manage the affairs of the Association. Officers need not be Owners.
~6.2 President. The President shall be the chief executive officer of the Association
with all of the powers and duties usually vested in the office of president of an association.
6.3 Vice President. The Vice President shall exercise the powers and perform the
duties of the President in the absence or disability of the President. He also shall assist the
President and exercise such other powers and perfoan such other duties as aze incident to the
office of the vice president of an association and as shall otherc~nse be prescribed by the
Directors.
sY•La~
9
IvIIA~f1 17S9S733 7829330796
6.4 Secretary. The Secretary shall keep the minuses of al] proceedings of the
Directors and the Members, shall attend to the giving of all notices to the Members and Directors
and other notices required by law, shall have custody of the seal of the Association and shall
affix it to instruments requiring the seal when duly signed. The Secretary shall keep the records
of the Association, except those of the Treasurer, and shall perform al] other duties incident k~
the office of the secretary of an association and as may be required by the Directors or the
President.
6.5 Assistant Secretary. The Assistant Secretary shall exercise the powers and
perform the duties of the Secretary in the absence or disability of the Secretary.
6.6 Treasurer. The Treasurer shall have custody of all property of the Association,
including funds, securities and evidences of indebtedness. He shall keep books of account for
the Association in accordance with good acwunting practices, which, together with
substantiating papers, shall be made available to the Board of Directors for examination at
reasonable times. He shall submit a treasurer's report to the Boazd of Directors at reasonable
intervals and shall perform all other duties incident to the office of treasurer. All monies and
other valuable effects shall be kept for the benefit of the Association in such depositories as may
be designated by a majority of the Board of Directors.
7. Fiduciary Duty: Compensation. The officers and Directors of the Association, as well
as any manager employed by the Association, have a fiduciary relationship to Owners. No
officer, Director or manager shall solicit, offer to accept, or accept any thing or service of value
for which consideration has not been provided for his own benefit or that of his immediate
family; from any person providing or proposing to provide goods or services to the Association.
Any such officer, duector or manager who knowingly so solicits, offers to accept or accepts any
thing or service of a value shall, in addition to all other rights and remedies of the Association
and Owners, be subject to a civil penalty in accordance with the Act. Notwithstanding the
foregoing, this Section shall not prohibit an officer, Director or manager from accepting services
or items received in connection with trade fairs or education programs. Neither Directors, nor
officers shall receive compensation for their services as such, but this provision shall not
preclude the Board of Directors from employing a Director or officer as an employee of the
Association, nor preclude contracting with a Director or officer for the management of the
Condominium or for any other service to be supplied by such Director or officer. Directors and
officers shall be compensated for alt actual and proper out-of-pocket expenses relating to the
proper discharge of their respective duties.
8. ResiHnations and Removals. Any Director or officer may resign at any time by written
resignation, delivered to the President or Secretary. Such resignation shall take effect upon
receipt unless a later date is specified in the resignation, in which event the resignation shall be
effective from such later date unless withdrawn prior to such date. The acceptance of a
resignation shall not be required to make it effective. An officer more than 90 days delinquent in
the payment of regular Assessments shall be deemed to have abandoned the office, creating a
vacancy in the office to be filled according to law. An officer charged with a felony theft or
embezzlement offense involving the Association's funds or property shall be removed from
office, creating a vacancy in the office to be filled according w law. If a person has any such
criminal chazge pending, he or she may not be appointed or elected to a position as an officer.
By-Laws
10
n~i[:\b11 1769573.3 7829330796
i-iowever, should the charge be resolved without a finding of guilt, the person shall be reinstated
for the remainder of his or her term of office, if any.
9. Fiscal Manasiement. Tlvs Section shall supplement the provisions for fiscal
management of the Association set forth in the Declaration and Articles:
9.1 Budect. -
(a} Adoption by Board: Items. The Board of Directors shall from time to
time, and at least annually, prepare a budget for the Condominium, and shall determine the
amount of Assessments payable by Owners and allocate and assess expenses among Owners in
accordance with these By-Laws and the Declararion. The adoption of a budget for the
Condominium shall comply with the Act:
9.2 Assessments. Assessments against Owners for their share of the items of the
budget shall be made for the applicable calendar year annually in advance on or before the 20th
day of the month preceding the first day of the fiscal year for which the Assessments are made.
Such Assessments shall be due in equal installments, payable in advance on the first day of each
month (or each quarter at the election of the Board) of the year for which the Assessments are
made. If an annual Assessment is not made as required, an Assessment shall be presumed to
have been made inthe amount of thelast prior Assessment, and installments on such Assessment
shall be due upon each installment payment date until changed by an amended Assessment. th
the event the annual Assessment proves to be insufficient, the budget and Assessments may be
amended at any time by the Board of Directors. Unpaid Assessments for the remaining portion
of the calendar yeaz for which an amended Assessment is made shall be payable in as many
equal installments as there aze full months (or quarters) of the calendar yeaz remaining as of the
date of such amended Assessment. Each such installment to be paid on the fast day of the
month (or quarter), commencing the first day of the next ensuing month (or quarter). If only a
partial month (ot quarter) remains, the amended Assessment shall be paid with the next regular
installment in the following year, unless otherwise directed by the Board in its resolution.
93 Special Assessments: Assessments for Emereeneies. Special Assessments shall
be levied as provided in the Declaration and paid as the Boazd of Directors may require in the
notice of such ~'~ssessments. The funds so collected shall be used only for the specific purpose or
purposes set forth in the Assessment notice but, upon completion of such specific purpose or
purposes, any excess funds may, at the discretion of the Board, either be returned to Owners or
applied as a credit towards future Assessments. Special Assessments for Common Expenses for
emergencies that cannot be paid from the annual Assessments for Common Expenses shall be
due only after 10 days' notice to Ov~mers, and paid as the Board of Directors may require in the
notice of Assessment.
Sy-Laws
U
~11AM1 1759573.3 '829330796
9.4 Depository. The depository of the Association shall be such bank or banks in the
County as shall be designated from time to time by the Directors and in which the monies of the
Association shall be deposited. Withdrawal of monies from those accounts shall be made only
by checks signed by such person or persons as are authorized by the Directors. All sums
collected by the Association from Assessments or contributions to working capital or otherwise
may be commingled in a single fund or divided into more than one fund, as determined by a
majority of the Boazd of Directors. A sepazate reserve account shall be established for the
Association in such a depository for monies specifically designated as reserves for capital
expenditures and/or deferred maintenance. Reserve and operating funds of the Association shall
not be commingled unless combined for investment purposes.
9.~ Accounting Records and Reports. The Association shall maintain accounting
records in the County, according to good accounting practices used by similar associations. The
records shall be open to inspection by Owners or their authorized representatives of reasonable
times and written summaries of them shall be supplied at least annually. The records shall
include, but not be limited to, (i) a record of all receipts and expenditures, and (ii} an account for
each Unit designating the name and current mailing address of the Owner, the amount of each
Assessment, the dates and amounts in which the Assessments come due, the amount paid upon
the account and the dates so paid, and the balance due. Written summaries of the records
described in clause (i) above, in the form and manner specified below, shall be supplied to each
Owner annually.
9.6 Application of Payment. All Assessment payments made by an Owner shall be
applied as provided in these By-Laws, the Declaration or as determined by the Board.
9.7 Notice of ?Meetings. Notice of any meeting where Assessments against Owners
are to be considered for any reason shall specifically contain a statement that Assessmenu will
be considered and the nature of any such Assessments.
10. Roster of Owners. Each Owner shall file with the Association a copy of the deed or
other document showing such Owner's ownership. The Association shall maintain such
information. : he Association may rely upon the accuracy of such information for all purposes
until notified in writing of changes as provided above. Only Owners of record on the date notice
of any meeting requiring their vote is given shall be entitled to nofice of and to vote at such
meeting, unless prior to such meeting other Owners shall produce adequate evidence, as
provided above, of their interest and shall waive in writing notice of such meeting.
I1. I?arIiamentary-Rules. Excep: to the extent waived by the chairman of the meeting
(either of Directors or Members), Roberts' Rules of Order (latest edigon) shall govern the
conduct of the Associalion meetings when not in conflict with the Declaration, the Articles or
these $y-Laws.
12. Amendments. Except as otherwise provide in the Declaration, these By-Laws may be
amended in the following mannez:
12.1 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.
By-Lm}s
]2
MiAM] 17S9S73.3 7829330796
12.2 Adoption. A resolution for the adoption of a proposed amendment may be
proposed either by a majority of the Board of Directors or by not less than 50% of the Members.
Directors and Members not present in person or by proxy at the meeting considering the
amendment may express their approval in writing, provided that such approval is delivered to the
Secretory at or prior to the meeting. The approval must be:
(a) by not Icss than 75% of the votes of all Members represented at a meeting
at which a quorum has been attained; or
(b) by not less than 100% of the entire Board of Directors.
12.3 Riehts of Mort¢a¢ees. 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 mortgagees of Units without the consent of such mortgagees in
each instance. No amendment shall be made that is in conflict with the Articles or Declaration.
No amendment to this Section shall be valid.
12.4 Execution and Recording. A copy of each amendment shall be attached to a
certificate certifying that the amendment was duly adopted as an amendment of the Declaralion
and By-Laws, which certificate shall be executed by the President or Vice President and attested
by the Secretary or Assistant Secretary of the Association with the formalities of a deed. The
amendment shall be effective when the certificate and a copy of the amendment is recorded in
the Public Records of the County which contains on the first page m identification of the Official
Records Book and page reference for the recording of the Declaration.
12.5 Procedure. The By-Laws shall not be revised or amended by reference to its title
or number only. Proposals to amend the By-Laws shall contain the full text of the By-Laws to
be amended; new words shall be inserted in the text underlined and words to be deleted shall be
lined through with hyphens. However, if the proposed change is so extensive that this procedure
would hinder rather than assist the understanding of the proposed amendment, underlining and
hyphens as indicative of words added or deleted shall not be used, but instead a notation shall be
inserted immediately preceding the proposed amendment in substantially the following language:
"Substantial rewording of By-Law. See By-Ia~v....for present text.' Nonmaterial errors or
omissions in the By-Law process shall not invalidate an otherwise properly promulgated
amendment
I3. Official Records. From its inception, the Association shall maintain for the
Condominium, a copy of each of the following, where applicable, which shall constitute the
official records of the Association:
(a} The plans, permits, warranties; and other items to be provided pursuant to
Section 718.304(4) of the Act;
(b) A photocopy of the recorded Declaration of Condominium with all
amendments;
(c) A photocopy of the recorded By-Laws of the Association with all
amendments;
ayLaws
]3
bfrAMl F759573.3 7629330/96
(d) A certified copy of the Articles with all amendments;
(e) A copy of any Ttules and Regulations of the Association;
(f) A book or books containing the minutes of all meetings of the Board of
Directors and Owners, which minutes shall be retained for a period of not less than seven years;
(g) A current roster of all Owl3ers, their mailing addresses, Unit
identifications, voting certifications, and, if known, '~elephone numbers;
(h) All current insurance policies of the Association and of the Condominium
operated by the Association;
(i) A cuurent copy of any management agreement, lease, or other contract to
which the Association is a party or under which the Association or Owners have an obligation or
responsibility;
(j) Bills of sale or transfer for all property owned by the Association;
(lt} Accounting records for the Association and the accounting records for the
Condominium which shall be maintained for a period of not less than seven years and shall
include, but not be limited to:
(i) Accurate, itemized, and detailed records for all receipts and
expenditures.
(ii) A current account and a monthly, bimonthly, or .quarterly
statement of the account for each Unit designating the name of the Owner, the due date
and amount of each Assessment, the amount paid upon take account, and the balance due.
(iii) Al] audits, reviews, accounting statements, and financial. reports of
'the Association or Condominium.
{iv} All contracts for work to be performed, bids for work to be
performed shall also be considered official records.
(1) Ballots, sign-in sheets, voting proxies and all other papers relating to
elections which shall be maintained for a period of 1 year from the date of the meeting to which
the document relates.
(m) All other records of the Association not specifically listed above which are
related to the operation of the Association.
(n) A copy of the inspection report pro~rided for under Section 718301(4)(6)
of the Act.
"1`he official records of the Association shall be maintained for at least seven years within
the County, or, if in another county, then within 45 miles of the Condominium.
MIAMI 17595733 7829330796
By-Laws
14
The official records of the Association shall be made available to any Owner for
inspection within 5 working days after receipt of written request by the Board or its designee.
The official records of the Association (i) shall be open to inspection by any Member or the
authorized representative of such Member at all reasonable times and (ii) may be made available
electronically by email or by website. The right to inspect the records includes the right to make
or obtain copies, at the reasonable expense, if any, of the Member. The Association may adopt
reasonable rules regarding the frequency, time, location, notice and matvier of record inspections
and copying. The failure of the Association to provide official records within 10 working days
after receipt of a written request shall create a rebuttable presumption that the Association
wilfully failed to comply with this paragraph. An Owner who is denied access to official records
is entitled to the actual damages or minimum damages for the Association's willful failure to
comply with this paragraph. The minimum damages shall be $50 per calendar day up to 10 days,
the calculation to begin on the 11th working day after receipt of the written request. Failure to
permit inspection of the official records as indicated entitles any person prevailing in an
enforcement action to recover reasonable attorneys' fees from the person in control of the record
who, directly or indirectly, knowingly denies access to the records for inspection. The
Association shall maintain on the Condominium Property an adequate number of copies of the
Declaration, Articles, By-Laws and rules and regulations, and all amendments to the foregoing,
as well as the Question and Answer Sheet and the most current yeas-end financial statements, to
ensure their availability to Owners and prospective purchasers. The Association may charge its
actual costs for preparing and famishing these documents to those persons requesting same.
14. Certificate of ComnRance. A certificate of compliance froth a licensed electrical
contractor or electrician may be accepted by the Association's Boazd as evidence of compliance
of the Units to the applicable Condominium fire and life safety code.
15. Construction. 1Vherever the context so permits, the singular shall include the plural, the
plural shall include the singular.
16. Cannons. The captions are inserted only as a matter of convenience and for reference
and in no way define or limit the scope of these By-Laws of the intent or any provision.
sr•Laws
is
ilff A VII 1759573.3182933e796
EXHIBIT E
Articles of Incorporation
MIAMI 1746636.8 7829330796
850-817-8881 3/31/2009 1:53:28 PM PAOE 1/003 P87{ SBY VeY
~ ,~f_.~r
~, ~ N
Or ~
~r~ttrfmpnt of ~tttfe
I certify from the records of this office that YURDY AVENUE COldb3ERC7AL
CONDOMINIUM ASSOCIATI02d, INC. is a corporation organized under the laws 0;
the State of Florida, filed oa March 30, 2009.
The document number of this oorporation is N0900D003183.
I further oertify that said corporation has paid all £ees due this office
through December 31, 2009, end its status is active.
I further certify tha± said corporation has not filed Articles of
Dissolution.
I further certify that this is an electronically transmitted certificate
authorized by section 15.16, Florida Statutes, and authentioated by the
cod®, 209A00010804-033109-N09000003183-1/1, noted below.
Authenticatioa Code: 209A000lO8D4-033109-N09000003183-1/1
Given under my hand cad the
Great Seal of the State of Florida,
,~ at Tallahassee, the Capital, this the
Thirty-first day of March, 2009
~ ~
~ ~~
•~~ wc~ ~UTt ~, ~TA1Uttt1[g
~+eaetarp of Mate
Fax Audit No.H094goo7a457 3
• ARTICLES OF LNCORPORATION
OF
PTJRDY A'VENUJi; COMMERCLAL
CONDOMIl\-1tJM ASSOCIATION, INC
The uadwsigned incorporator, by these Articles, forms s corporation not for profit
pursuant to Chapter 617 of dre laws of the State of Florida, and adopts the following Articles of
Incorporatia:r.
ARTICLE 1
NA.Ma•AND ADDRESS
The name of the corporation shall be PIJRD'Y AVFiNUE COMMffiiCIAL
CONDOMINIUM ASSOCIATION, INC. Far convenience, the corporation shall be re&nrod to
jn ~jg inctmmdnt 8a the "Association", these Articles of Jncoiporetion as the "Articlrs" and the
By-Laws of the Assodation as the "By-Laws." The ptincipaI place of business and mailing
address of fhe Association shaII ba 1700 Convention Center Dave, Miami Beach, Plotida 33]39
or such athGr place as may be subsegnetRly designated by the Board of Directors.
ARTICLE 2 ,
PURPOSE
The purpose for which the Association is organized is to provide an entity pw'suant to the
Florida Condominium Act, Chapter 718 of Florida Statutes ("Aet") to operate flee condominium
located is Ivfiami-Dada County, Florida ("Condominium") to be lmown as PU1tDY AV'l~iNUS
COMMERCLSL CONDOMR~'TUM.
The Association is not organized for profit and no part of the net earnings, if' any, shall
inure to the benefit of any Member or other Person.
AxLTIC7iIC 3
DEI{INITIONS
't'he capitalized terms used in these Articles shall have the same definitions and meanings
as thoss se". Earth in the Declaration of ~ondominium of the Condominium ("Declaration's to be
recorded in Yee Public 4ecords of Miami-Dade Couuty, Florida, unless provided to the conb'ary
in these ,Articles, or unless the context otherwise requires. The lean °Person" shall include
ind:viduels, oorporatIons, parEnerships, trouts, limited liability companies and otiur legal entities.
erac~ nine«vuna®
N,IAba r7s8985s 7829330786 Fax Audit No. H0900007d657 3
•~ FmtAuditNo.T-l09 oooo7aas7 a
I
AIiTIQ,E 4
I The powers of the Associatiw~ shall include and be governed by the ipAowing:
~ 4. ] General. The Association shall have ail of the common-law and statutory powers
of a corporation not for profit under tae laws Of Florida fJ~at are not in conflict with the
i pzovlsions of these Articles, flee becluatlon, the By-laws of the Ant.
j ,4.2 Lrnnmerafion. In addition to, and not in limitation oi', the powers descn"bed in
f Sxflon 4.1, the Association shall have all of the powers and duties set forth in the Act except ea
~ limited by these Articles, the By-Laws and the Declaration, and sll of the powers snd duties
~ xeasonabIy necesaery to operate the Condominium end to exercise swh powers, duties and
i
obligations described in the Deolaration, as it may be amended from time to time, including, bat
not limited to, the foIIowing:
,
~ (a) To make and collect Assassnu;nts and other charges against Owners, and
• to use the proccecs in the exatoise of its powexs and duties.
. (b) To acquire, buy, own, opetste, lease, sell, trade avd mortgage both. Waal
• and personal property as may be necessary or wnvenient is the
• administration of the Condominiums.
~ • (c) To maintain, xepau, replace, reconsQuct, add to and operate the Common
Elements of fire Condominium Property, and other property acquired or
leased by.the Association for usaby Owners.
(d) At the request of the Owners, to purchaso inauraaee upon the
Condominium Property and ;nsuiaace for the protection oP the
Association, its of'ficors, directors and Members as Owners.
' (e) To executa all doaume~s or consents, nn behalf of the Owners (and their
mortgagees), required by all governmental andlor quasi-governmental
• agoncies in oonnactipn wlth land use and development matters (including,
without limitation, play, waivers of plat, unities of title, covenants in lieu
thereof), and u that regard, each Owner, by acceptance of the deed to such
Owner's Unit, ap?clefs and designates the Board of Directors as such
Owner's agent cad attorney-in-fact to oxecute, any and all sash documents
or consents.
4.3 roar .All funds cad the titles of all properties acgttared by the Association
and their proceeds shall be held for the bone?it sad use of ~e Meanbets is encordanco with the
previsions of the Declaration, these Articles and the By-Laws.
~ Arfidec ofinxrymat4oo,
,
2
?.t1AbII 175898657829330796 FaX Aadit l~O. HA9o0 O 457 3
Fax AnditNo. H09000074457 3
4.4 nistrfbntion of Income. The Association ehaA mesa ao distribution of incomato
its members, directors or ollicera and upon dissolution all assets of firs Association shall ba
transferred only to another not for profit corporation ar public agency.
4.S Limftation. Tbc powers of the Association shall be subject to and shell be
exercised in aecordanco with theprovisions of these Articles, tho Declaration, the By-laws and
the Act provlded that in the event of any conflict, the pavvisfons of the Act shall co~•ol over the
Decle:arion, these Articles and the By-Laws.
AR'I'ICX,$ 5
MF,MBF.RS
5.1 lVlembershfn. 1'he members of the Assocation ("Members") shall consist of eII
of the record Owners fibm time to time a£ Units in the Condominium, and, after termination of
the Condominium, ell raoord Owners of the time of such termination and their successors and
asaigivs. The Owner of the GSty Uttit shall ba deemed the Class A Member and the Owner of the
B12P Unit shall be deemed tts Clews B Member. In the event either L'nit is subjected to a
subordinate condominium regime oomposed solely of a Unit their the association governing such
subordinate regime shall be deemed the Member of the Condominium and fire Owner for
Purposes of exercising the•righty of an Owner under the Condominiwn documents.
52 'Vo, n e; On all matters upon whieK the Members sball`ba entitlod to vote; firs
Owner of the CiCy Uait shall have 65 votes and the Owner of the SILO Unlt shall have 35 votes.
The votes shall ba axareised or teat in the manner provided by the Condominium Documents.
5.3 1Vleatines of embers. The By-Laws shall provide for an annual meeting of
Members, make provision far' ragular.and special meetu:gs of Members other than the amlual
m~etlng and set the quorum requirements for meatiugs of the Members.
5.4 No Transfer oz~ Hvnothecaiion. No Owner may assign, hypothecate or transfer
in any ma'urer mombership ire the Association ar the funds and a,~sets of the Association except
as an eppurtenenoe to such Owner's Unit.
5.5 X.oss. of 14lembarahin. Any Member who conveys or loses litle•to the Member's
TJnit by sale, gift, judicial decree or otirexvVisa airall; immediately upon such conveyance or loss
of title, no longer be a Member with respect to such Unit and shall lose all rights and prvilegea
of a Member resulting from ownership of such Unit.
AILTICLF~ 6
TRR1Vt OF EXISTl~NCI•
The Association eball have perpetual exiatenoe.
- aNolu ottneoo,7ore4cn
3
t~Atd1175a986.57825330796 Fax Audit~lo. Hp9'ooo074457 3
PaxAuditNo.1109 oooo7aas~ s
ARTICLE 7 .
INCORPORATOR
'The name and address ofthe irxorp4rator of the ,Association is as follows:
h~ DDX2E3
Scott Ttobins 230 Fifth Street
Miami Beach, Florida 33139
ARTICLE 8
DIRECTORS
8.1 Nnnrber and Ouali£eation. The properly, business and affairs of the
Association shat be managed by a $oard consisting cf four Dn~eciors. Two Dirootozs shall be
deemed Class A Directors and two Directors shall be deemed Class B Directors, all shag be
appointed as provided in the By-Laws. Nerve of the Directors need be Members of the
Association or Ovmers.
82 Duties and Powers. Ali 'of the duties and•powxa of *he Association existing
tyhder the Aot, the Declaration; these Articles add the By-Laws shall be exetcisod exclusively by
the Bomd of Directors, subject only tb approval by Owners v,AZen arch approval is soecifieally
required.
8.3 EIection: RamovaL Directors of the Assoaation shell be elected or appointed at
the annual meeting of the Members in the manner determined by and subject to the qualificariors
set forth in the By-Laws. Directors may be removed and vacancies ou the Board of 1?iroctors
shell be filled in the manner provided by ilrese Articles and the By-Laws. Any Director
appointed or elected by either the Class A Member or the Class B lvlember maybe removed et
any time without cause only by the Member appointing or electing such Director and such
Member making such appointment or eIaction may desgnau a replacement Director,
8.4 Rust Dircetors. The names and addresses of fire members of the first Board of
Directors who shall hold office until their successors era elected and have qualified, as provided
in the By-Laws, are as follows:
N~~. A7)DRESS
Anna Paxeldr 1700 Convention Center Drive
?.2iami Besot, Florida 33139
Mtida cfrnw~ymatkn
4
b1INAi 17989865 782939D796 FaX AUdlt NO. I~Q9U00076457 3
Fax Audit No.H090()0074457 3
Saul Freaces 1700 Convention Ce~er• Drive
Miami Beach, Florida 33139 .
Robert Raboso 1700 Convention Center Drive
IvTiami $each, Florida 33139
Scott Robins 230 Fifth Sweet
Miami IIeaclr, Florida 33139
Philip Lavine 1425 Noith View Drive _
Miami Beach, Florida 33140
8.5 Standards of Conduct. A Airector shall discharge his or her duties as a dire~Ar,
rg any duties as a member of a Committee: in good faith; vrith the caze an ordinary
person hi s like position would exercise under similar cu~tances; endue a meaner
bly believed to be in the best interests of the Association. Unless a Director has
dge coriceroing a mattes in question that makes reliance unwanranied, a Director, in
;mg his or her duties, may rely on infemration, opinions, reports w• statements, including
u statements and other data, iP prepared or presented by: one or more officers or
ees of the Association whom the director reasonably believes to be reasonable and
r.,,t in the manners oresenkd; lose! counse'_, public accountarrts or other persons ae to
comoetenoe; or a ComrnittQa of which the Director is not a member it'tne urrector reasonaory
believes the Committee meriis oonfideace. A Director is not liable fax any aotioa taken as a
director, or any frilure to take actor, if }re or e:he perforured the duties of his office in
compliance with the foregoing standards.
ARTICLE 9
OFFICERS _
The affairs of the Association shall be adminiater'ed by t}re officers holding the offices
designated is the By-Laws. The offcers sha'1 be elected by the $oard of Dlxectors of the
Association and shall serve at the pleasure of the Board of Duecbors. The By-Laws may provide
far the romoval from office of officers, for filling vacancies acrd far the duties of the officss.
The names and addressee of the officexs who shall serve until their successors are designated by
tho Board of Dizectors are as follows:
Presidett: Anna Parelah
Vioa President Philip Levine
Vice president and Assistant
Secretary: Scott Robins
. Secretary and Treasurer: Saul F•ances
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ARTICLE xo
1';lyLVI[~TCATTON
10.1 Indomni Tho Association shall indemnify any person who was or is a party or
is, tln+eateued to ba made a party to any tareatei:ed, Pending or oontampleted action, suit of
proceeding, whether civil, criminal, admiaishadve or nrvesdgadve (collectively "Action"), by
reason of the fact that he or she is or was a dueator, employee, officer or agent of the Association
(collectively "Association PePSan"), against exp:ases (itwluding attorneys' fees and appellate
attorneys' fees), judgments, fines end amonnta paid in settlement actually and masonably
iucmred by the Association Porson in connccdon with such Action, if the Association Person
acted iu good faith and in a manner t'.re Association Person reasonebty believed to be in, or not
opposed to, ~e best interests of the Association and with respect to any c~a! action or
proceeding, had no mason to believe the Association Person's conduct was u.-rlawful. The
Association shall not, however, indemnify any Association Person as to matters to Which the
ar Upon
nay other rights to which an
10.2 enses. To the extant that an Association Parson has boon successfirt on the
merits or otherwise in defense of any Action, or in defense of ~y claim, issue or matter
regarding stch Action, the Association Person shall be indemnified against expenses ('including
atiomeys' fees and appellEte eUomeys' fees) aanre'ly and roasonablp inouaed in such Action.
10.3 Annrove]. Any indenurificadoa under Section 10.1 (unless ordered by a court}
shall be made by the Association only as authorized in the specific case upon a determination
that indemnification b'f the Association Person is pioper under th6'cscumsEances because the
Associatimi Parson has met the applicable standard of conduct set forth in Section 10.I. Such
datemrinadoa shat be made (a) by the Board of Directors by a majority vote of a gnonma
consisting of Directors who were not parties to such Aetioa, or (b) if such goorimr is not
ob~irtable, or, even if obtainable, if a quorum of disinterested Directors so duects, by
independent legal counsel in a wrifen opinion, orby a majority oftha Members.
I0.4 Advances: ~ ~rpCnses ~ incurred in defending en Action may be paid by the
Association in advance of the final disposition of such A~aon, as authorized' by tae Board of
Directors in any specific case upon receipt of an undertakhug by of on behalf of the Association
Person to mpay such amount unless it shall ultimatrly be detennined that the Association Person
is entided to be iadamnined by the Association as audrorized in this Article 10.
10.5 Misccllaneons. The indemnificr~on provided by this Article shall not be deeared
exclus(ve of nay other rights to which those sealang indanmificadon may be entitled raider any
by-law, agreement, vote of Members or otherwise, and shall continue as to a person who has
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ceased to be an Association Person and shall inure to the benefit of the heirs and personal
represenfativas of such person.
10.6 Insurance. Ths Association shall havc fhe powe^ to purchase and maintain
insurance oa bel'a1f of any person wfio is or was an Association Person or is or was sewing, at
the request of the Assocjation, as a director, officer, employee a agont of another corporation,
partnership, joint venture, hest or other errtmprise, against any liability asserted against hire or
her and incurred by biro or her in any such capacity, or arising out of his or her status as such,
whethor or not the Association would bavo the sower to indemnify him or her against each
liability under the provisions of this Article.
ARTICLIC 11
~3Y-T.AWS
Tfic first By-Laws of the Assoaation shall be adopted by the Board of Directors and may
be altered, amended or rescinded by the Directors and Members in the manner provided in the
By-Laws cad the Dcelatation
ARTICLE Iz
AlVIILA'DMENTS
Amendments to these Articles shall be proposed and adopted in the following manner:
12.1 Notice. Notice o£f}Je subject m43ter of aprQposed amendment shall be included
in,trie notice of any mooring at which Yho propasad amendment is to be considered
12.2 Adoption. A msoiurion for the adoption of a proposed amendment may be
proposed either by a majority of tlu $oard of Direbtors or by spy Member of the Association
Dfrcctors and Manbers cot present ]n person or by proxy at the meeting considering the
amendment may express their' approval in writing, Providing the approval is delivered to the
Secaetary at or prior to the meeting. The approvals must be:
(a) by not less than the votes of a[1 of the Members xepmsented aC a meeting,
oz
(b) by not less than 75% of the Board of Directors.
123 Limitation. No aulendmeru shall make aziy changes in: the qualifications of
membership; the voting rights or property rights of Members; Sections 4.3, 4.4 or 4.5 of Ar'dcle
4, entitled "Powers"; or this Section 12.3, without, ir. each case, the approval in writing of all
Members end the joinder of aD record owners of mortgages upon Units. No amendment shall be
made drat is in conflict witb the Act, fire Declaration or the By-Laws. 2~o amendment to these
Articles shall be made which adversely affects the tights of Institutional Mortgagees without the
prior written wnsent of a mrority of holders of mortgages on the Units held by Institutional
Mortgagees.
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12.4 Recot•dintr A•copy of each amendment shall be Sled with :he Secretary of State
pursuant to the provisions of applicable Florida law, and a Dopy rectified by tho Secretary of
State shat] be recorded in the public reoordsof Miami Dada County, Florida,
ARTICI,L 13
OP'FICL gE(4'ISTERED AG';SiVT
. The initial registered office of the Associatlnn shall be 12Q0 South Pine Island Road,
Plantation, Florida 39324, wit): the privilege of having its office and branch offices at o9ter
places within or without the State of Florida. The initial registered agent at that address shall he
GT Co:potation Systems.
IN WITNESS pJH$R (3fF, the nnd•..rsigced has racaontod these Articles of Incprporatioa
as incorporator as of flte 3 ~~ Marsh, ?RD4.
~~~~
Scott Robi'ss, lncorpomtor
.Ankk,efLoorygsUm,
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ACCLrFTANC>L OIr APPOINTNILNT
A812EryISTE1ZLrD AGL+NT
The Undersigned, who has been designated iA tbe foregoing Articles of Incorporation as
i~egisrared agent for the corporation, agrees that (i) he accepts such appointment as registered
agent and will accept service of process for and oa behalf of said wrporation, and (ii) he is
f~nil;ar with and will comply with a-nY end sII laws relating to tht complete and proper
performance of the duties and obligations of a rgistered agent of a Florida corporation.
I7eted: as of March ~ 2009.
Regisfeird Agent
k~adohtea Caddihy
Speaai Asset Secretary
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