2023-07-20 V. B. #23-009-TRC, Declaration, Covenants, Conditions, Exhibit 2t= I LE MUM 2007001960
SHARON ROBERTSON► CLERK OF CIRCUIT COURT
OKEECHOBEE COUNTYP FL
REGORGED 02/07/2007 11:15:47 AM
RECORDING FEES 639.00
RECORDED BY G Meuhaurn
F'9s 1919 - 1993► (75a9s)
DECLARATION OF PROTECTIVE
COVENANTS, CONDITIONS AND RESTRICTIONS
FOR
BRIDGEWATER ON TAYLOR CREEK
THIS INSTRUMENT PREPARED BY:
Kenneth A. Norman, Esq.
McCarthy, Summers, Bobko, Wood,
Sawyer & Perry,P.A.
2400 S.E. Federal Highway, 4`h Floor
Stuart, Florida 34994
Book622/Page1919 CFN#2007001960 Page 1 of 75
TABLE OF CONTENTS
DEFINITIONS................................................................................................................. 1
1.1 Articles.................................................................................................................. 1
1.2 Assessment............................................................................................................ 2
1.3 ASSOCIATION................................................................................................... 2
1.4 BOARD................................................................................................................. 2
1.5 BRIDGEWATER ON TAYLOR CREEK ........................................................ 2
1.6 Bylaws ................................................................................................................... 2
1.7 Common Expenses............................................................................................... 2
1.8 Common Area...................................................................................................... 2
1.9 Common Structural Elements............................................................................ 2
1.10 Conservation Areas.............................................................................................. 2
1.11 Coun................................................................................................................... 3
1.12 Covenants.............................................................................................................. 3
1.13 DECLARATION.................................................................................................. 3
1.14 DEVELOPER....................................................................................................... 3
1.15 Drainage Easements............................................................................................. 3
1.16 Dwelling Structure............................................................................................... 3
1.17 General Plan of Development............................................................................. 3
1.18 Governing Documents......................................................................................... 3
1.19 Guest...................................................................................................................... 3
1.20 Improvements....................................................................................................... 4
1.21 Institutional Mortgagee....................................................................................... 4
1.22 Lead Institutional Mortgagee............................................................................. 4
.23 Lease...................................................................................................................... 4
1.24 Leasin2.................................................................................................................. 4
1.25 Lot.......................................................................................................................... 4
1.26 MEMBER............................................................................................................. 4
1.27 OWNER................................................................................................................ 4
1.28 Person.................................................................................................................... 5
1.29 Plat......................................................................................................................... 5
1.30 Pro e................................................................................................................5
1.31 Resident................................................................................................................. 5
1.32 Supplement........................................................................................................... 5
1.33 Unit........................................................................................................................ 5
1.34 Utility Easement(s) .............................................................................................. 5
2 PROPERTY SUBJECT TO THIS DECLARATION AND ADDITIONS TO THE
PROPERTY...................................................................................................................... 5
2.1 Property Subject to DECLARATION............................................................... 5
2.2 Other Additions to the Property......................................................................... 5
2.3 Mergers................................................................................................................. 6
3 MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION ........................ 6
Book622/Page1920 CFN#2007001960 Page 2 of 75
3.1 Membership .......................................................................................................... 6
3.2 MEMBER's Voting Rights.................................................................................. 6
3.3 BOARD................................................................................................................. 6
4 EASEMENTS AND PROPERTY RIGHTS IN THE COMMON AREA .................. 6
4.1 MEMBERS' Easement of Enjoyment............................................................... 7
4.2 Title to Common Area......................................................................................... 7
4.3 Extent of MEMBERS' Easements...................................................................... 7
4.4 Easements............................................................................................................. 7
4.5 Maintenance Easement in Favor of the DEVELOPER and ASSOCIATION
........................................................................................................................... 8
4.6 Encroachments.....................................................................................................8
4.7 Ingress and Egress............................................................................................... 8
4.8 Easement of Enjoyment to Common Area ........................................................ 8
5 COVENANT FOR MAINTENANCE ASSESSMENTS .............................................. 8
5.1
Creation of the Lien and Personal Obligation for Assessments ......................
9
5.2
Purpose of Assessments.......................................................................................
9
5.3
Quarterly Assessments......................................................................................
10
5.4
Special Assessments for Capital Improvements ..............................................
11
5.5
Working Capital................................................................................................
11
5.6
Certificate of Payment.......................................................................................
11
5.7
Payment of Assessments for Common Expenses .............................................
11
5.8
Assessments for Common Expenses For Units Owned by the DEVELOPER
..............................................................................................................................
12
5.9
Monetary Defaults and Collection of Assessments .........................................
12
5.10
Certificate as to Unpaid Assessments or Default ............................................
14
5.11
Exempt Property................................................................................................
14
6 COMMON STRUCTURAL ELEMENTS..................................................................
14
6.1
Common Structural Elements..........................................................................
14
6.2
Encroachments...................................................................................................
15
6.3
Repair and/or Replacement..............................................................................
15
7 ENFORCEMENT OF NONMONETARY DEFAULTS ............................................
15
7.1
Nonmonetary Defaults.......................................................................................
15
7.2
No Waiver...........................................................................................................
16
7.3
Rights Cumulative.............................................................................................
16
7.4
Enforcement By or Against Other Persons .....................................................
16
7.5
Certificate as to Default.....................................................................................
16
7.6
Maintenance.......................................................................................................
16
8 INDEMNIFICATION................................................................................................... 17
8.1 Indemnification of Officers, Members of the BOARD or Agents ................. 17
9 RESTRICTIVE COVENANTS.................................................................................... 19
Book622/Page1921 CFN#2007001960 Page 3 of 75
9.1 Occupancy of Lots............................................................................................. 19
9.2 Age....................................................................................................................... 19
9.3 Clothes Drying Areas......................................................................................... 19
9A Antennas, Aerials, Discs and Flagpoles............................................................ 19
9.5 Litter.................................................................................................................... 19
9.6 Subdivision or Partition.................................................................................... 19
9.7 Common Area.................................................................................................... 19
9.8 Insurance Rates.................................................................................................. 19
9.9 Air Conditioners................................................................................................ 20
9.10 Newspapers......................................................................................................... 20
9.11 Pets and Animals................................................................................................ 20
9.12 Exception............................................................................................................ 20
9.13 No Business Activity.......................................................................................... 20
9.14 Signs.................................................................................................................... 20
9.15 Solar Panels........................................................................................................ 21
9.16 Vehicles and Parking......................................................................................... 21
9.17 Solicitation.......................................................................................................... 23
9.18 Leasing of Lots with Dwelling Structures........................................................ 23
9.19 Ownership Transfer of Lots............................................................................. 24
9.20 Compliance with Documents............................................................................ 25
9.21 Exculpation of the DEVELOPER, the BOARD and the ASSOCIATION ... 25
9.22 No Implied Waiver............................................................................................. 26
9.23 Imposition of Fines for Violations.................................................................... 26
10 INSURANCE AND CONDEMNATION..................................................................... 26
10.1 Public Liability Insurance................................................................................. 26
10.2 Hazard Insurance............................................................................................... 27
10.3 Flood Insurance.................................................................................................. 27
10.4 Form of Policy and Insurance Trustee............................................................. 27
10.5 Required Policy Provisions............................................................................... 28
10.6 Restrictions of Mortgagees................................................................................ 28
10.7 Distribution of Insurance Proceeds and Losses .............................................. 29
10.8 Fidelity Coverage............................................................................................... 31
10.9 Cancellation or Modification............................................................................ 32
10.10 Condemnation.................................................................................................... 32
11 DEVELOPER'S LOTS AND PRIVILEGES; DEVELOPER DESIGNEES ........... 32
11.1 Changes in General Plan of Development....................................................... 32
11.2 Deposits and Payments...................................................................................... 33
11.3 Sales/Lease Activities......................................................................................... 33
11.4 Special Provision Regarding The DEVELOPER's Designees ....................... 33
11.5 Charges and Liens; Common Expenses........................................................... 33
11.6 Assignment and Assumption of DEVELOPER's Rights and Privileges ....... 34
12 MISCELLANEOUS PROVISIONS............................................................................ 34
12.1 Common Area and Other Disputes With the DEVELOPER ........................ 34
Book622/Page1922 CFN#2007001960 Page 4 of 75
12.2
Assignment of Rights and Duties to ASSOCIATION ....................................
36
12.3
Certificate of Termination of Interest.............................................................
36
12.4
Waiver.................................................................................................................
37
12.5
Covenants to Run with the Title to the Land ..................................................
37
12.6
Term of this DECLARATION.........................................................................
37
12.7
Amendments to DECLARATION, Articles or Bylaws of the ASSOCIATION
..............................................................................................................................
37
12.8
Disputes...............................................................................................................
37
12.9
Governing Law...................................................................................................
38
12.10
Invalidation.........................................................................................................
38
12.11
Usage...................................................................................................................
38
12.12
Conflict................................................................................................................
38
12.13
Notice...................................................................................................................
38
12.14
Priorities in Case of Conflict.............................................................................
38
Book622/Page1923 CFN#2007001960 Page 5 of 75
DECLARATION OF PROTECTIVE COVENANTS, CONDITIONS
AND RESTRICTIONS FOR
BRIDGEWATER ON TAYLOR CREEK
ANOWALL MEN BY THESE PRESENTS, that this Declaration of Protective
Covenants, Conditions and Restrictions for BRIDGEWATER ON TAYLOR CREEK (the
"DECLARATION"), is made and entered into as of the V day of February, 2007, by AZBlue,
LLC, a Florida limited liability company, hereinafter referred to as the "DEVELOPER."
RECITALS
A. The DEVELOPER is the owner of the Property (as defined in Section 1) and
desires to subdivide the Property in accordance with the Plat (as also defined in Section 1).
B. The DEVELOPER desires to provide for the preservation of the values and
amenities in the community and for the maintenance of the open spaces and other common
facilities; and, to this end, desires to subject the Property to the covenants, restrictions,
easements, charges and liens, hereinafter set forth, each and all of which is and are for the
benefit of the Property and each OWNER (as defined in Section 1) thereof.
C. The DEVELOPER has deemed it desirable for the efficient preservation of the
values and amenities in the community to create an agency to which should be delegated and
assigned the powers of maintaining and administering the community properties and facilities
and administering and enforcing the covenants and restrictions and collecting and disbursing the
assessments and charges hereinafter created.
D. The DEVELOPER has incorporated under the laws of the State of Florida, as a
corporation not -for -profit, BRIDGEWATER ON TAYLOR CREEK TOWNHOUSE
ASSOCIATION, INC., the purpose of which shall be to exercise the functions aforesaid.
DECLARATION
NOW, THEREFORE, the DEVELOPER declares that the Property shall be held,
transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements,
charges and liens hereinafter set forth.
1 DEF MTIONS. Unless prohibited by the context in which they are used, the following
words, when used in this DECLARATION, shall be defined as set out below:
1.1 Articles. "Articles" shall mean and refer to the Articles of Incorporation of the
ASSOCIATION, as such Articles may be amended from time to time.
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 1
Book622/Page1924 CFN#2007001960 Page 6 of 75
1.2 Assessment. "Assessment" shall mean and refer to those charges made by the
ASSOCIATION from time to time against each Unit within the Property for the purposes set
forth herein, and shall include, but not be limited to Original and Annual Assessments for
Common Expenses and Special Assessments for Capital Improvements.
1.3 ASSOCIATION. "ASSOCIATION" shall mean BRIDGEWATER ON
TAYLOR CREEK TOWNHOUSE ASSOCIATION, INC., a Florida not -for -profit corporation.
Copies of the Articles and Bylaws of the ASSOCIATION are attached to this DECLARATION
as Exhibits "A" and "B", respectively.
1.4 BOARD. "BOARD" shall mean the Board of Directors of the ASSOCIATION.
1.5 BRIDGEWATER ON TAYLOR CREEK. "BRIDGEWATER ON TAYLOR
CREEK" shall mean the real estate development located in Okeechobee County, Florida,
developed by the DEVELOPER, which includes the Property and any additional real property to
be added to the Property upon the recording of an appropriate Supplement(s) in the Public
Records of Okeechobee County, Florida.
1.6 Bylaws. "Bylaws" shall mean and refer to the Bylaws of the ASSOCIATION, as
such Bylaws may be amended from time to time.
1.7 Common Expenses. "Common Expenses" shall mean and refer to all expenses
incurred by the ASSOCIATION in connection with its ownership and/or maintenance of the
Common Area and other obligations set forth herein, or as may be otherwise determined by the
BOARD.
1.8 Common Area. "Common Area" or "Common Areas" shall mean and refer to
those portions of the Property which are intended to be devoted to the common use and the
enjoyment of the OWNERS, and occupants, in this DECLARATION, as well as the portion of
the Property, less the Lots, and all personal property owned, leased by or dedicated to the
ASSOCIATION for the common use and enjoyment of the OWNERS and occupants.
1.9 Common Structural Elements. "Common Structural Elements" shall mean
certain elements, fixtures or parts contained in a "Building" (as defined in Section 6 hereof)
which are structural elements of more than one Unit contained therein.
1.10 Conservation Areas. "Conservation Area" or "Conservation Areas" shall mean
and refer to those portions of the Property designated as Conservation Areas on the Plat, or
identified as Conservation Areas in any agreements between the South Florida Water
Management District and the DEVELOPER or the ASSOCIATION, in any permits issued to the
DEVELOPER or the ASSOCIATION by the South Florida Water Management District or any
other governmental entity, or in any agreement between the DEVELOPER or the
ASSOCIATION and any governmental entity. The ASSOCIATION has the obligation to
maintain the Conservation Areas.
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 2
Book622/Page1925 CFN#2007001960 Page 7 of 75
1.11 Counly. County shall refer to Okeechobee County, Florida.
1.12 Covenants. "Covenants" shall mean and refer to the covenants, restrictions,
reservations, conditions, easements, charges and liens hereinafter set forth. All Covenants
constitute "covenants running with the land" and shall run perpetually unless terminated or
amended as provided herein, and shall be binding on all OWNERS.
1.13 DECLARATION. "DECLARATION" shall mean this instrument, Declaration
of Protective Covenants and Restrictions for Bridgewater on Taylor Creek, and all amendments
or Supplements made to this instrument.
1.14 DEVELOPER. "DEVELOPER" shall mean AZBlue, LLC, a Florida limited
liability company, and its successors or assigns as designated in writing by the DEVELOPER.
1.15 Drainage Easements. "Drainage Easements" shall mean and refer to any private
drainage areas set forth on the Plat and dedicated to the ASSOCIATION. The Drainage
Easements shall be used for drainage and for storm water detention and retention to the extent
approved by those governmental agencies having jurisdiction over the Drainage Easements. The
Drainage Easements are a part of the Common Area and, except as limited herein, shall be for
the common use, benefit and enjoyment of all OWNERS. The ASSOCIATION has the
obligation to maintain the Drainage Easements.
1.16 Dwelling Structure. "Dwelling Structure" means a residential townhouse
situated on a Lot, including all improvements associated with the townhouse on the Lot. Unless
the context specifically provides otherwise, reference to the term "Dwelling Structure" shall not
include use of the Lot.
1.17 General Plan of Development. "General Plan of Development" means that plan
as approved by appropriate governmental agencies which shall represent the total general
scheme and general uses of land in the Properties, as it may be amended from time to time.
1.18 Governing Documents. "Governing Documents" shall mean this
DECLARATION, any Supplement to the DECLARATION, as the same may be amended from
time to time and filed in the Public Records of Okeechobee County, Florida, as well as the
Articles and Bylaws of the ASSOCIATION, as the same may be amended from time to time and
maintained at the ASSOCIATION office. In the event of conflict or inconsistency among
Governing Documents, to the extent permitted by law, this DECLARATION and any
Supplement(s) to the DECLARATION, the Articles, and the Bylaws, in that order, shall control.
One Governing Document's lack of a provision with respect to a matter for which provision is
made in another Governing Document shall not be deemed a conflict or inconsistency between
such Governing Documents.
1.19 Guest. "Guest" means any person who is not a member of the family occupying
a Lot, and who is physically present in, or occupies the Lot at the invitation of the Owner or
other legally permitted occupant, without requirement to contribute money, perform any services
or provide any other consideration to the Owner or Lessee in connection with occupancy of the
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 3
Book622/Page1926 CFN#2007001960 Page 8 of 75
Lot. A permanent occupant of a Lot shall not be considered as a Guest. Furthermore, an Owner
of a Lot shall never be considered a Guest on the Lot he owns, unless the Owner is visiting a
Lessee on the Lot.
1.20 Improvements. "Improvements" shall mean and refer to all structures of any
kind including, without limitation, any building, fence, wall, sign, paving, grating, parking and
building addition, alteration, screen enclosure, sewer, drain, disposal system, decorative
building, recreational facility, landscaping, exterior lighting or landscape device or object.
1.21 Institutional Mortgagee. "Institutional Mortgagee" means the holder (or its
assignee) of a mortgage against any of the Properties, including any Lot, which mortgagee is a
bank, savings and loan association, mortgage company, insurance company, real estate or
mortgage investment trust, pension or profit sharing trust, the Federal Housing Administration,
the Veterans Administration, or any agency of the United States of America. The term also
refers to any holder of a mortgage against a Lot which mortgage is guaranteed or insured by the
Federal Housing Administration, the Veterans Administration, any agency of the United States
of America, or by any other public or private corporation engaged in the business of
guaranteeing or insuring residential mortgage loans, and their successors and assigns, and
includes the DEVELOPER. For definitional purposes only, an Institutional Mortgagee shall also
mean the holder of any mortgage executed by or in favor of DEVELOPER, whether or not such
holder would otherwise be considered an Institutional Mortgagee. "Institutional First
Mortgagee" means the foregoing, but is limited to the holder of a first mortgage.
1.22 Lead Institutional Mortgagee. "Lead Institutional Mortgagee" means that
Institutional Mortgagee which, at the time a determination is made, holds first mortgages on
more Lots in BRIDGEWATER ON TAYLOR CREEK than any other Institutional Mortgagee,
such determination to be made by reference to the number of Lots encumbered, and not by the
dollar amount of such mortgages.
1.23 Lease. "Lease" means the grant by an Owner of a temporary right of use of the
Owner's Dwelling Structure and Lot for valuable consideration.
1.24 Leasins. "Leasing" for purposes of this subsection is defined as regular,
exclusive occupancy of a Unit by any person, other than the Owner for which the Owner
receives any consideration or benefit, including, but not limited to, a fee, service, gratuity, or
emolument.
1.25 Lot. "Lot" shall mean and refer to a Unit.
1.26 MEMBER. "MEMBER" shall mean and refer to all those OWNERS who are
Members of the ASSOCIATION as provided in Section 3.1.
1.27 OWNER. "OWNER" shall mean and refer to the record owner, whether one or
more persons or entities, of the fee simple title to any Unit situated upon the Property but,
notwithstanding any applicable theory of mortgage, shall not mean or refer to a mortgagee unless
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 4
Book622/Page1927 CFN#2007001960 Page 9 of 75
and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of
foreclosure.
1.28 Person. "Person" shall mean and include an individual, corporation,
governmental agency, business trust, estate, trust, partnership, association, sole proprietorship,
joint venture, two or more persons having a joint or common interest, or any other legal entity.
1.29 Plat. "Plat" shall mean the Plat of Bridgewater on Taylor Creek (TO BE
RECORDED IN) the Public Records of Okeechobee County, Florida.
1.30 Pro e . "Property" shall mean and refer to BRIDGEWATER ON TAYLOR
CREEK, as per the Plat (to be recorded) and property described in Exhibit "C," which term may
also include any additional real property that may be made subject to this DECLARATION upon
the recording of an appropriate Supplement(s) in the Public Records of Okeechobee County,
Florida.
1.31 Resident. "Resident" shall mean and refer to the legal occupant of any Unit. The
term "Resident" shall include the OWNER of the Unit and any tenant, lessee or licensee of the
OWNER.
1.32 Supplement. "Supplement" shall mean a document and the exhibits thereto
which when recorded in the Public Records of Okeechobee County, Florida, shall subject
additional real property to the provisions of this DECLARATION.
1.33 Unit. "Unit" shall mean a residential unit intended as an abode for one family.
1.34 Utility Easement(s). "Utility Easement(s)" shall mean and refer to the utility
easement areas set forth on the Plat. The Utility Easement(s) may be used for utility purposes
(including CATV) by any utility in compliance with such ordinances and regulations as may be
adopted from time to time by Okeechobee County or the City of Okeechobee, Florida.
2 PROPERTY SUBJECT TO THIS DECLARATION AND ADDITIONS TO THE
PROPERTY.
2.1 Property Subject to DECLARATION. The Property is, and shall be, held,
transferred, sold, conveyed, and occupied subject to this DECLARATION.
2.2 Other Additions to the Property. The DEVELOPER reserves the right to add,
or may cause to be added, other real property not now included within the Plat. Each
commitment of additional property to this DECLARATION shall be made by a recitation to that
effect in a Supplement which need be executed only by the DEVELOPER, and the owner of
such real property if not the DEVELOPER but joined by the DEVELOPER, and does not require
the execution or consent of the ASSOCIATION, or any OWNERS. The Supplement shall
describe the real property which is being committed to this DECLARATION and made subject
to the terms of this DECLARATION and shall contain such other terms and provisions as the
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 5
Book622/Page1928 CFN#2007001960 Page 10 of 75
DEVELOPER deems proper. Upon the recordation of a Supplement, such real property
described therein shall be committed to the Covenants contained in this DECLARATION and
shall be considered "Property" as fully as though originally designated herein as "Property".
2.3 Mergers. Upon a merger or consolidation of the ASSOCIATION with another
association as provided in its Articles of Incorporation, its properties, rights and obligations may,
by operation of law, be transferred to another surviving or consolidated association or,
alternatively, the properties, rights and obligations of another association may, by operation of
law, be added to the properties, rights and obligations of the ASSOCIATION as a surviving
corporation pursuant to a merger. The surviving or consolidated association may administer the
Covenants established by this DECLARATION within the Property together with the covenants
and restrictions established by Supplemental DECLARATION upon any other properties as one
scheme. No such merger or consolidation, however, shall affect any revocation, change or
addition to the Covenants within the Property, except as hereinafter provided.
3 MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION
3.1 Membership. Except as is set forth in this Section 3.1, every Person who is a
record titleholder of a fee or undivided fee interest in any Unit which is subject by covenants of
record to assessment by the ASSOCIATION shall be a MEMBER of the ASSOCIATION,
provided that any such Person which holds such interest merely as a security for the performance
of any obligation shall not be a MEMBER.
3.2 MEMBER's Voting Rights. The votes of the MEMBERS shall be established
and exercised as provided in the Articles and Bylaws.
3.3 BOARD. The ASSOCIATION shall be governed by the BOARD which shall be
appointed, designated or elected, as the case may be, as follows:
3.3.1 The DEVELOPER shall have the right to appoint all members of the
BOARD until the DEVELOPER holds less than ten percent (10%) of the total number of votes
of MEMBERS as determined by the Articles.
3.3.2 After the DEVELOPER no longer has the right to appoint all members of
the BOARD under subsection 3.3.1 of this Section, or earlier if the DEVELOPER so elects, then,
and only then, shall any member of the BOARD be elected by the MEMBERS of the
ASSOCIATION.
3.3.3 A member of the BOARD may be removed and vacancies on the BOARD
shall be filled in the manner provided by the Bylaws. However, any member of the BOARD
appointed by the DEVELOPER may only be removed by the DEVELOPER, and any vacancy on
the BOARD of a member appointed by the DEVELOPER shall be filled by the DEVELOPER.
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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Book622/Page1929 CFN#2007001960 Page 11 of 75
4 EASEMENTS AND PROPERTY RIGHTS IN THE COMMON AREA
4.1 MEMBERS' Easement of Enjoyment. Subject to the provisions of Section 4.3
and Section 4.4, every MEMBER shall have a right and easement of enjoyment in and to the
Common Area and such easement shall be appurtenant to and shall pass with the title to every
Lot.
4.2 Title to Common Area. Title to the Common Areas shall be vested in the
ASSOCIATION which shall hold said property for the benefit and use of the OWNERS within
BRIDGEWATER ON TAYLOR CREEK. The ASSOCIATION shall be responsible for
ensuring the proper management, maintenance and operation of the Common Areas and all
improvements thereon, and for the payment of all property taxes and other assessments which
are liens against the Common Areas, from and after the date of recordation of this
DECLARATION.
4.3 Extent of MEMBERS' Easements. The rights and easements of enjoyment
created hereby shall be subject to the following:
4.3.1 the right of the DEVELOPER and of the ASSOCIATION, in accordance
with its Articles and By -Laws, to borrow money for the purpose of improving the Common Area
and in aid thereof; and
4.3.2 the right of the ASSOCIATION to take such steps as are reasonably
necessary to protect the Common Area against foreclosure; and
4.3.3 the right of the ASSOCIATION to charge reasonable admission and other
fees for the use of the Common Area;
4.3.4 dedications to any public agency, authority or utility as set forth on the
Plat; and
4.3.5 the right of the ASSOCIATION to dedicate or transfer all or any part of
the Common Area to any public agency, authority, or utility for such purposes and subject to
such conditions as may be agreed to by the MEMBERS, provided, however, that no such
dedication or transfer, determination as to the purposes or as to the conditions thereof, shall be
effective unless an instrument signed by MEMBERS entitled to cast two-thirds (2/3) of the votes
irrespective of class of membership has been recorded, agreeing to such dedication, transfer,
purpose or condition, and unless written notice of the proposed agreement and action thereunder
is sent to every MEMBER at least ninety (90) days in advance of any action taken.
4.4 Easements.
4.4.1 Utility Service and Drainage Easements. In addition to that shown on the
Plat, there is hereby created a blanket easement upon, across, over, through and under the
Property for the installation, replacement, repair and maintenance of all utility and service lines
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 7
Book622/Page1930 CFN#2007001960 Page 12 of 75
and systems, and irrigation including but not limited to electric, gas, water, sewer, telephone,
electric, cable television, security, and surveillance or communication lines and systems, and
irrigation. By virtue of this easement it shall be expressly permissible for the DEVELOPER or
the providing utility or service company to install and maintain facilities and equipment on the
Property, to excavate for such purposes and to affix and maintain wires, circuits, and conduits on
the Units and on, in and under the roofs and exterior walls of the Units, providing the disturbed
areas are restored to the condition in which they were found and that an easement does not
prevent or unreasonably interfere with the use of the Units. Except as otherwise provided below,
no sewer, electrical lines, water lines, or other utility service lines or facilities for such utilities
and no cable or communication lines and systems may be installed or relocated on the Property
except as are approved by the DEVELOPER. The DEVELOPER may also transfer title to
utility -related equipment, facilities or material, and to take any other action to satisfy the
requirements of any utility company or governmental agency to which any such utility -related
equipment, facilities or material are to be so transferred. Utility as referred to herein means a
public or private utility. This power to create easements shall also include the power to modify
or relocate easements which are created.
Once the DEVELOPER closes upon the sale of the last Unit in the Property, the powers
vested in the DEVELOPER shall terminate, and shall then vest in the ASSOCIATION. Such
powers shall be exercised by the BOARD in its reasonable discretion without the need for
joinder of any OWNER.
4.5 Maintenance Easement in Favor of the DEVELOPER and ASSOCIATION.
There is hereby reserved to the DEVELOPER and to the ASSOCIATION an easement over the
Common Area for the ASSOCIATION's maintenance obligations pursuant to this
DECLARATION.
4.6 Encroachments. If any Unit encroaches upon any of the Common Area for any
reason other than the intentional act of an OWNER, or if any Common Area encroaches upon
any Unit, then an easement shall exist to the extent of that encroachment as long as the
encroachment exists.
4.7 Ingress and Egress. A non-exclusive easement shall exist in favor of each
OWNER and occupant, their respective guests, tenants, licensees and invitees for pedestrian
traffic over, through, and across sidewalks, streets, paths, walks, and other portions of the
Common Area as from time to time may be intended and designated for such purpose and use,
and for vehicular and pedestrian traffic over, through, and across such portions of the Common
Area as from time to time may be paved or intended for such purposes, and for purposes of
ingress and egress to the public ways.
4.8 Easement of Enjoyment to Common Area. Every OWNER has a right and
easement of enjoyment of the Common Area, subject to any limitations in this DECLARATION
and reasonable Rules and Regulations.
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COVENANT FOR MAINTENANCE ASSESSMENTS.
5.1 Creation of the Lien and Personal Obligation for Assessments. Each
OWNER of any Unit by acceptance of a deed therefore, whether or not it shall be so expressed
in any such deed or other conveyance, hereby covenants and agrees to pay to the
ASSOCIATION: (1) Quarterly Assessments for Common Expenses; (2) Special Assessments for
Capital Improvements; and (3) Original Assessment for Working Capital, such Assessments to
be fixed, established, and collected from time to time as hereinafter provided. The Original,
Quarterly and Special Assessments, together with such interest thereon and costs of collection
thereof as are hereinafter provided, shall be a charge on the land and shall be a continuing lien
upon the Unit against which each such Assessment is made. Each such Assessment, together
with such interest thereon and cost of collection thereof as are hereinafter provided, shall also be
the personal obligation of the person who was the OWNER of such Lot at the time when the
Assessment fell due.
5.2 Purpose of Assessments. The Assessments levied by the ASSOCIATION shall
be used exclusively for the purpose of the improvement and maintenance of properties, services,
and facilities which are devoted to the purpose and related to the use and enjoyment of the
Common Area and of the Units situated upon the Property, including, but not limited to:
5.2.1 Payment of operating expenses of the ASSOCIATION; including, without
limitation, those incorporation or start-up expenses necessary to form and otherwise organize the
ASSOCIATION and to create this DECLARATION;
5.2.2 Construction and improvement of the Common Area;
5.2.3 Garbage collection and trash and rubbish removal but only when and to
the extent specifically authorized by the ASSOCIATION;
5.2.4 Such insurance as the Board, in its business judgment, determines
advisable, which may include, without limitation, flood and wind insurance and liability
insurance.
5.2.5 Repayment of deficits previously incurred by the ASSOCIATION (or the
DEVELOPER), if any, in making capital improvements to or upon the Common Area, and/or in
furnishing the services and facilities provided herein to or for the OWNERS and the MEMBERS
of the ASSOCIATION;
5.2.6 Doing any other thing necessary or desirable, in the judgment of the
ASSOCIATION, to keep the Property neat and attractive or to preserve or enhance the value of
the Property, or to eliminate fire, health or safety hazards, or which, in the judgment of the
ASSOCIATION, may be of general benefit to the OWNERS and/or Residents of lands included
in the Property;
5.2.7 Repayment of funds and interest thereon, borrowed by the
ASSOCIATION; and
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5.2.8 Maintenance and repair of easements shown on any recorded subdivision
plat.
5.2.9 The ASSOCIATION will provide lawn maintenance for
BRIDGEWATER ON TAYLOR CREEK. Such maintenance will include periodic mowing and
edging and other services determined, from time to time, by the BOARD. Such services may
include, but shall not be limited to, fertilization, pesticide application, mulching, tree pruning
and shrubbery trimming. It is anticipated the ASSOCIATION will contract with independent
third party landscape maintenance companies to provide service in accordance with this Section.
5.2.10 Any and all expenses necessary to: (i) maintain and preserve the Common
Area; (ii) maintain, repair and replace the Common Structural Elements; (iii) keep, maintain,
operate, repair and replace any and all buildings, improvements, personal property and furniture
owned by the ASSOCIATION, and fixtures and equipment upon the Common Area in a manner
consistent with the development of the Property and in accordance with the covenants and
restrictions contained herein and in conformity with all applicable federal, state, county or
municipal laws, statutes, ordinances, orders, rulings and regulations; and (iv) maintain and repair
the portions of the Property which are the responsibility of the ASSOCIATION, including,
without limitation, any entrance sign(s) placed by DEVELOPER on the Common Area.
5.3 Quarterly Assessments.
5.3.1 Quarterly Assessment. Until changed by the BOARD in accordance
with the terms hereof, the Quarterly Assessment shall be (PROVIDED BY AMENDMENT TO
THIS DOCUMENT) per Lot, payable quarterly, in advance, on January 1, April 1, July 1, and
October 1 of each year. This Quarterly Assessment shall be prorated in the year of initial
purchase of the Lot. The Quarterly Assessment shall be paid directly to the ASSOCIATION to
be held in accordance with the above provisions. The DEVELOPER shall not be required to pay
Quarterly Assessments for Units owned by the DEVELOPER; provided, however, that, in
accordance with Section 720.308, Florida Statutes, DEVELOPER shall be obligated for any
operating expenses incurred that exceed the assessments received from the OWNERS and other
income of the ASSOCIATION. Each OWNER shall be responsible for a fractional amount of
the total amount of the Common Expenses, Special Assessments and Reserves, with the
fractional amount for each Unit being determined by dividing one by the total number of Units
in BRIDGEWATER ON TAYLOR CREEK.
5.3.2 Adjustment to Quarterly Assessment. Prior to the beginning of each
fiscal year, the BOARD shall adopt a budget for such fiscal year which shall estimate all of the
Common Expenses to be incurred by the ASSOCIATION during the fiscal year. The total
Common Expenses shall be divided by the number of Units to establish the Quarterly
Assessment for Common Expenses per Unit. The ASSOCIATION shall then promptly notify all
OWNERS in writing of the amount of the Quarterly Assessment for Common Expenses for each
Unit. From time to time during the fiscal year, the BOARD may revise the budget for the fiscal
year. Pursuant to the revised budget the BOARD may, upon written notice to the OWNERS,
change the amount, frequency and/or due dates of the Quarterly Assessments for Common
Expenses for each Unit. If the expenditure of funds is required by the ASSOCIATION in
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addition to funds produced by the Quarterly Assessments for Common Expenses, the BOARD
may make Special Assessments for Common Expenses, which shall be levied in the same
manner as provided for regular Quarterly Assessments for Common Expenses and shall be
payable in the manner determined by the BOARD as stated in the notice of any Special
Assessment for Common Expenses.
5.4 Special Assessments for Capital Improvements.
5.4.1 In addition to the Assessments for Common Expenses authorized by
Section 5.3 hereof, the BOARD may levy in any assessment year a Special Assessment for
Capital Improvements, applicable to that year only, for the purpose of defraying, in whole or in
part, the cost of any construction or reconstruction, unexpected repair or replacement of a
described capital improvement upon the Common Area, including the necessary fixtures and
personal property related thereto.
5.4.2 The BOARD may also levy Special Assessments pursuant to Section 6
hereof for the maintenance, repair or replacement of Common Structural Elements.
5.5 Working Capital. A contribution shall be made by or on behalf of the OWNERS
to the working capital of the ASSOCIATION in an amount to be determined from time to time
by the BOARD upon every initial and subsequent transfer of record title to a Lot (i.e. an initial
sale or resale). The capital contribution shall be fixed by the BOARD. The DEVELOPER, its
parent, subsidiaries, affiliates and assigns, shall be exempt from payment of the contribution
required by this section. The capital contribution required by the Section shall constitute an
assessment against the Lots and shall be subject to the same lien rights and other rights of
collection applicable to other Assessments under this Section.
5.6 Certificate of Payment. The ASSOCIATION shall upon demand at any time,
furnish to any OWNER liable for any Assessment a certificate in writing signed by an officer of
the ASSOCIATION, setting forth whether the Assessment has been paid. Such certificate shall
be conclusive evidence of payment of any Assessment therein stated to have been paid.
5.7 Payment of Assessments for Common Expenses. Each MEMBER shall be
required to and shall pay to the ASSOCIATION an amount equal to the Assessment, or
installment, for each Unit within the Property then owned by and/or under the jurisdiction of
such OWNER on or before the date each Assessment, or installment, is due. In the event any
Assessments are made payable in equal periodic payments as provided in the notice from the
ASSOCIATION, such periodic payments shall automatically continue to be due and payable in
the same amount and frequency as indicated in the notice, unless and/or until: (1) the notice
specifically provides that the periodic payments will terminate upon the occurrence of a
specified event or the payment of a specified amount; or (2) the ASSOCIATION notifies the
OWNER in writing of a change in the amount and/or frequency of the periodic payments.
Notwithstanding the foregoing, in no event shall any Assessment payable by any OWNER be
due less than ten (10) days from the date of the notification of such Assessment.
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5.8 Assessments for Common Expenses For Units Owned by the DEVELOPER.
Notwithstanding anything contained in this Section to the contrary, the DEVELOPER shall not
be required to pay Assessments for any Units owned by the DEVELOPER; provided, however,
that, in accordance with Section 720.308, Florida Statutes, DEVELOPER shall be obligated for
any operating expenses incurred that exceed the assessments received from the OWNERS and
other income of the ASSOCIATION. DEVELOPER may elect to make a loan to the
ASSOCIATION to assist the ASSOCIATION with its financial needs. In such event, the
ASSOCIATION shall be required to repay the DEVELOPER the full loan amount, plus a
reasonable interest rate, within a reasonable period of time.
5.9 Monetary Defaults and Collection of Assessments.
5.9.1 Interest. If any OWNER is in default in the payment of any Assessment
for more than ten (10) days after same is due, or in the payment of any other monies owed to the
ASSOCIATION for a period of more than ten (10) days after written demand by the
ASSOCIATION, the ASSOCIATION may charge such OWNER interest at the highest rate
permitted by the laws of Florida, on the amount owed to the ASSOCIATION. Such interest
shall accrue from the due date of the Assessment, on the monies owed.
5.9.2 Acceleration of Assessments. If any OWNER is in default in the payment
of any Assessment or any other monies owed to the ASSOCIATION for more than ten (10) days
after written demand by the ASSOCIATION, the ASSOCIATION shall have the right to
accelerate and require such defaulting OWNER to pay to the ASSOCIATION Assessments for
Common Expenses for the next twelve (12) month period, based upon the then existing amount
and frequency of Assessments for Common Expenses. In the event of such acceleration, the
defaulting OWNER shall continue to be liable for any increases in the regular Assessments for
Common Expenses, for all Special Assessments, and/or all other Assessments and monies
payable to the ASSOCIATION.
5.9.3 Collection. In the event any OWNER fails to pay any Assessment, Special
Assessment or other monies due to the ASSOCIATION within ten (10) days of the date when
due, the ASSOCIATION may take any action deemed necessary in order to collect such
Assessments, Special Assessments or monies including, but not limited to, retaining the services
of a collection agency or attorney to collect such Assessments, Special Assessments or monies,
initiating legal proceedings for the collection of such Assessments, Special Assessments or
monies, recording a Claim of Lien as hereinafter provided, and foreclosing same in the same
fashion as mortgage liens are foreclosed, or any other appropriate action. The OWNER shall be
liable to the ASSOCIATION for all costs and expenses incurred by the ASSOCIATION incident
to the collection of any Assessment, Special Assessment or other monies owed to it, and the
enforcement and/or foreclosure of any lien for same, including, but not limited to, reasonable
attorneys' fees, and attorneys' fees and costs incurred on the appeal of any lower court decision,
reasonable administrative fees of the DEVELOPER and/or the ASSOCIATION, and all sums
paid by the ASSOCIATION for taxes and on account of any mortgage lien and encumbrance in
order to preserve and protect the ASSOCIATION's lien. The ASSOCIATION shall have the
right to bid in the foreclosure sale of any lien foreclosed by it for the payment of any
Assessments, Special Assessments or monies owed to it; and if the ASSOCIATION becomes the
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OWNER of any Unit by reason of such foreclosure, it shall offer such Unit for sale within a
reasonable time and shall deduct from the proceeds of such sale all Assessments, Special
Assessments or monies due it. All payments received by the ASSOCIATION on account of any
Assessments, Special Assessments or monies owed to it by any OWNER shall be first applied to
payments and expenses incurred by the ASSOCIATION, then to interest, then to any unpaid
Assessments, Special Assessments or monies owed to the ASSOCIATION in the inverse order
that the same were due.
5.9.4 Lien for Assessment, Special Assessment and Monies Owed to
ASSOCIATION. The ASSOCIATION shall have a lien on all Property owned by an OWNER
for any unpaid Assessments (including any Assessments which are accelerated pursuant to this
DECLARATION), Special Assessments or other monies owed to the ASSOCIATION by such
OWNER, and for interest, reasonable attorneys' fees incurred by the ASSOCIATION incident to
the collection of the Assessments, Special Assessments and other monies, or enforcement of the
lien, for reasonable administrative fees incurred by the DEVELOPER and/or the
ASSOCIATION, and for all sums advanced and paid by the ASSOCIATION for taxes and on
account of superior mortgages, liens or encumbrances in order to protect and preserve the
ASSOCIATION's lien. To give public notice of the unpaid Assessment, Special Assessment or
other monies owed, the ASSOCIATION may record a Claim of Lien in the Public Records of
Okeechobee County, Florida, stating the description of the Unit(s), and name of the OWNER,
the amount then due, and the due dates. The lien is in effect until all sums secured by it
(including sums which became due after the recording of the Claim of Lien) have been fully
paid. The Claim of Lien must be signed and acknowledged by an officer or agent of the
ASSOCIATION. Upon payment in full of all sums secured by the lien, the person making the
payment is entitled to a satisfaction of the lien.
5.9.5 Transfer of a Unit after Assessment. The ASSOCIATION's lien shall not
be affected by the sale or transfer of any Unit. In the event of any such sale or transfer, both the
new OWNER and the prior OWNER shall be jointly and severally liable for all Assessments,
Special Assessments, interest, and other costs and expenses owed to the ASSOCIATION which
are attributable to any Unit purchased by or transferred to such new OWNER. A new OWNER
by accepting a Deed for the Unit expressly agrees to the provisions of this section.
5.9.6 Subordination of the Lien to Mortgages. The lien of the ASSOCIATION
for Assessments or other monies shall be subordinate and inferior to the lien of any first
mortgage in favor of an Institutional Lender recorded prior to the recording of a Claim of Lien
by the ASSOCIATION. For purposes of this DECLARATION, "Institutional Lender" shall
mean and refer to the DEVELOPER, a bank, savings bank, savings and loan association,
insurance company, real estate investment trust, or any other recognized lending institution. If
the ASSOCIATION's lien or its rights to any lien for any such Assessments, Special
Assessments, interest, expenses or other monies owed to the ASSOCIATION by any OWNER is
extinguished by foreclosure of a mortgage held by an Institutional Lender, such sums shall
thereafter be Common Expenses, collectible from all OWNERS including such acquirer, and its
successors and assigns.
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5.10 Certificate as to Unpaid Assessments or Default. Upon request by any
OWNER, or an Institutional Lender holding a mortgage encumbering any Unit, the
ASSOCIATION shall execute and deliver a written certificate as to whether or not such
OWNER is in default with respect to the payment of any Assessments, Special Assessments or
any monies owed in accordance with the terms of this DECLARATION.
5.11 Exempt Property. The following property subject to this DECLARATION shall
be exempted from the Assessments, charges and liens created herein: (a) all properties to the
extent of any easement or other interest therein dedicated and accepted by the local public
authority and devoted to public use; (b) all Common Areas; and all properties exempted from
taxation by the laws of the State of Florida, upon the terms and to the extent of such legal
exemption.
Notwithstanding any provisions herein, no land or improvements devoted to dwelling use shall
be exempt from Assessments, charges or liens.
6 COMMON STRUCTURAL ELEMENTS.
6.1 Common Structural Elements. Each building containing Townhouse Units
("Building") shall contain Common Structural Elements which include, but are not limited to,
the following:
6.1.1 All utility lines, ducts, conduits, pipes, wires and other utility fixtures and
appurtenances which are located on or within the Building and which directly or indirectly in
any way service more than one (1) Unit in the Building.
6.1.2 All division walls ("Party Walls") between two (2) Units located upon a
lot line between two (2) Units. A division wall is found to be not on a lot line shall not preclude
that division wall from being a Party Wall. The OWNERS of the Units adjacent to a Party Wall
shall own such Party Wall as tenants in common.
6.1.3 The entire roof of the Building, any and all roof support structures, and
any and all appurtenances to such roof and roof support structures, including, without limitation,
the roof covering, roof trim and roof drainage fixtures, all of which are collectively referred to
herein as the "Roofing".
6.1.4 Any and all walls or columns necessary to support the roof structure, all of
which are collectively referred to herein as "Bearing Walls."
6.1.5 Any and all siding, finish, trim, exterior sheathings and other exterior
materials and appurtenances on the exterior of the Building, all of which are collectively referred
to herein as the "Exterior Finish."
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6.1.6 The entire concrete floor slab, or wood floor system if utilized in lieu
thereof, and all foundational and support structures and appurtenances thereto, all of which are
collectively referred to as the "Flooring."
6.1.7 The walls (other than Party Walls) or fences erected or which may be
erected along the lot lines and all foundational and support structures with respect thereto.
6.2 Encroachments. Any Common Structural Elements, or parts thereof, extending
beyond a Unit or into the Common Area, shall not be deemed to violate the provisions of this
DECLARATION, and such easements as may be necessary to accommodate and permit the
Common Structural Elements as same shall be constructed are hereby imposed.
6.3 Repair and/or Replacement. Notwithstanding any provision in this
DECLARATION to the contrary, in the event any Common Structural Element or part thereof
located within a Unit requires maintenance, repair or replacement and the Board determines that
the necessity for such maintenance, repair or replacement was not due to any act or failure to act
on the part of the OWNER of the Unit in question and the cost of such maintenance, repair or
replacement would result in an inequitable and unfair burden upon any particular Unit, then upon
such determination by the BOARD, the cost of such maintenance, repair or replacement shall be
determined to be the subject of a Special Assessment and shared equally by all of the Units
comprising the Building to the extent that such cost is not covered by Homeowners Insurance.
7 ENFORCEMENT OF NONMONETARY DEFAULTS.
7.1 Nonmonetary Defaults. In the event of a violation by any MEMBER or
OWNER (other than the nonpayment of any Assessment, Special Assessment or other monies)
of any of the provisions of this DECLARATION, or the Governing Documents, the
ASSOCIATION shall notify the MEMBER or OWNER of the violation, by written notice. If
such violation is not cured as soon as practicable and in any event within seven (7) days after the
receipt of such written notice, or if the violation is not capable of being cured within such seven
(7) day period, if the MEMBER or OWNER fails to commence and diligently proceed to
completely cure as soon as practical, the ASSOCIATION may, at its option:
7.1.1 Specific Performance. Commence an action to enforce the performance on
the part of the MEMBER or OWNER, or for such equitable relief as may be necessary under the
circumstances, including injunctive relief; and/or
7. l .2 Damaaes. Commence an action to recover damages; and/or
7.1.3 Corrective Action. Take any and all action reasonably necessary to correct
such violation, which action may include, but is not limited to, removing any Improvement or
performing any maintenance required to be performed by this DECLARATION, including the
right to enter upon the Unit to make such corrections or modifications as are necessary, or
remove anything in violation of the provisions of this DECLARATION.
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7.1.4 Expenses. All expenses incurred by the ASSOCIATION in connection
with the correction of any violation, or the commencement of any action against any OWNER,
including administrative fees and costs and reasonable attorneys' fees and costs, and attorneys'
fees and costs incurred on the appeal of any lower court decision, shall be a Special Assessment
assessed against the applicable OWNER, and shall be due upon written demand by the
ASSOCIATION and collectible as any other Special Assessment under this Section or Section 5.
7.2 No Waiver. The failure of the ASSOCIATION to enforce any right, provision,
covenant or condition which may be granted by this DECLARATION or the Governing
Documents shall not constitute a waiver of the right of the ASSOCIATION to enforce such right,
provisions, covenant or condition in the future.
7.3 Rights Cumulative. All rights, remedies and privileges granted to the
ASSOCIATION pursuant to any terms, provisions, covenants or conditions of this
DECLARATION or the Governing Documents shall be deemed to be cumulative, and the
exercise of any one or more shall neither be deemed to constitute an election of remedies, nor
shall it preclude the ASSOCIATION thus exercising the same from executing such additional
remedies, rights or privileges as may be granted or as it might have by law.
7.4 Enforcement By or Against Other Persons. In addition to the foregoing, this
DECLARATION may be enforced by the DEVELOPER, or the ASSOCIATION, by any
procedure at law or in equity against any Person violating or attempting to violate any provision
herein, to restrain such violation, to require compliance with the provisions contained herein, to
recover damages, or to enforce any lien created herein. The expense of any litigation to enforce
this DECLARATION shall be borne by the Person against whom enforcement is sought,
provided such proceeding results in a finding that such Person was in violation of this
DECLARATION. In addition to the foregoing, any OWNER shall have the right to bring an
action to enforce this DECLARATION against any Person violating or attempting to violate any
provision herein, to restrain such violation or to require compliance with the provisions
contained herein, but no OWNER shall be entitled to recover damages or to enforce any lien
created herein as a result of a violation or failure to comply with the provisions contained herein
by any Person. The prevailing party in any such action shall be entitled to recover its reasonable
attorneys' fees and costs, including reasonable attorneys' fees and costs incurred on the appeal of
any lower court decision.
7.5 Certificate as to Default. Upon request by any MEMBER, or OWNER, or an
Institutional Lender holding a mortgage encumbering any Unit, the ASSOCIATION shall
execute and deliver a written certificate as to whether or not such MEMBER or OWNER is in
default with respect to compliance with the terms and provisions of this DECLARATION.
7.6 Maintenance
7.6.1 Easement. DEVELOPER hereby grants to the ASSOCIATION and its
successors and assigns an easement for ingress and egress over the Property for the purpose
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fulfilling its duties of maintenance and/or repair obligations in accordance with the provisions
hereof.
7.6.2 ASSOCIATION Responsibility. The ASSOCIATION shall maintain,
repair and replace the following portion of the Lots within BRIDGEWATER ON TAYLOR
CREEK:
7.6.2.1 All landscaping installed by the DEVELOPER, including
periodic lawn mowing.
7.6.2.2 All irrigation systems, installed by the DEVELOPER, including
all sprinkler heads, lines and pumps.
7.6.2.3 All roofs, soffits and fascia.
7.6.2.4 Painting or staining any outside or exterior portion of the initial
residence constructed on the Lot, including all approved alterations.
Any disagreements concerning the scope of ASSOCIATION's maintenance responsibility or its
performance thereof shall be resolved by the BOARD.
7.6.3 Management. The ASSOCIATION may contract with any person or
management company for the purposes of carrying out the maintenance services and other
obligations of the ASSOCIATION provided for in this DECLARATION.
7.6.4 Common Expenses. The cost of all of the maintenance, repairs and
replacements described herein (including electricity for the irrigation system) shall be a
Common Expense, provided that each OWNER shall be subject to a Special Assessment for any
additional costs or expenses due to their negligence or willful misconduct.
following:
7.6.5 OWNER Responsibilities. The OWNERS shall be responsible for the
7.6.5.1 Maintenance of light bulbs in external fixtures controlled from
inside the units.
7.6.5.2
7.6.5.3
8 INDEMNIFICATION.
Maintenance of patio furniture and landscaping.
Cleaning of exterior windows.
8.1 Indemnification of Officers, Members of the BOARD or Agents. The
ASSOCIATION shall indemnify any Person who was or is a party or is threatened to be made a
party, to any threatened, pending or contemplated action, suit or proceeding, whether civil,
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criminal, administrative or investigative, by reason of the fact that he is or was a member of the
BOARD, employee, Officer or agent of the ASSOCIATION, against expenses (including
attorneys' fees and appellate attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best
interest of the ASSOCIATION; and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful; or matter as to which such Person shall
have been adjudged to be liable for gross negligence or willful misfeasance or malfeasance in the
performance of his duty to the ASSOCIATION unless and only to the extent that the court in
which such action or suit was brought shall determine, upon application, that despite the
adjudication of liability, but in view of all the circumstances of the case, such Person is fairly
and reasonably entitled to indemnity for such expenses which such court shall deem proper. The
termination of any action, suit or proceeding by judgment, order, settlement conviction, or upon
a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that
the Person did not act in good faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interest of the ASSOCIATION; and with respect to any criminal action or
proceeding, that he had no reasonable cause to believe that his conduct was unlawful.
8.1.1 To the extent that a member of the BOARD, Officer, employee or agent of
the ASSOCIATION is entitled to indemnification by the ASSOCIATION in accordance with
this Section, he shall be indemnified against expenses (including attorneys' fees and appellate
attorneys' fees) actually and reasonably incurred by him in connection therewith.
8.1.2 Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the ASSOCIATION in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the member of the
BOARD, Officer, employee or agent of the ASSOCIATION to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the ASSOCIATION as
authorized in this Section.
8.1.3 The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be entitled under the
laws of the State of Florida, any Bylaw, agreement, vote of MEMBERS or otherwise. As to
action taken in an official capacity while holding office, the indemnification provided by this
Section shall continue as to a Person who has ceased to be a member of the BOARD, Officer,
employee or agent of the ASSOCIATION, and shall inure to the benefit of the heirs, executors
and administrators of such a Person.
8.1.4 The ASSOCIATION shall have the power to purchase and maintain
insurance on behalf of any Person who is or was a member of the BOARD, Officer, employee or
agent of the ASSOCIATION, or is or was serving at the request of the ASSOCIATION as a
member of the BOARD, Officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him and incurred by him
in any such capacity, as arising out of his status as such, whether or not the ASSOCIATION
would have the power to indemnify him against such liability under the provisions of this
Section.
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9 RESTRICTIVE COVENANTS. The Property shall be subject to the following
Restrictions, reservations and conditions, which shall be binding upon the DEVELOPER and
upon each and every OWNER who shall acquire hereafter a Lot or any portion of the Property,
and shall be binding upon their respective heirs, personal representatives, successors and assigns.
9.1 Occupancy of Lots. Each Lot shall be occupied by OWNERS and tenants and
their family members and guests and employees, as a residence and for no other purpose, subject
to any other provision in this DECLARATION and in the Rules and Regulations relating to use
of the Lot.
9.2 Age. There is no age restriction in BRIDGEWATER ON TAYLOR CREEK,
9.3 Clothes Drying Areas. No portion of the Property shall be used as a drying or
hanging area for laundry of any kind unless approved in writing by the DEVELOPER or the
ASSOCIATION.
9A Antennas, Aerials, Discs and Flagpoles. No outside antennas, antenna poles,
antenna masts, satellite television reception devices, electronic devices, antenna towers or citizen
band (CB) or amateur band (ham) antennas shall be permitted except as approved in writing by
the ASSOCIATION. A flagpole for display of the American flag or any other flag shall be
permitted only if first approved in writing by the ASSOCIATION, both as to its design, height,
location and type of flag. No flagpole shall be used as an antenna.
9.5 Litter. In order to preserve the beauty of the Property, no garbage, trash, refuse
or rubbish shall be deposited, dumped or kept upon any part of the Property except in closed
containers, dumpsters or other garbage collection facilities deemed suitable by the
ASSOCIATION. All containers, dumpsters and other garbage collection facilities shall be
screened, to the extent reasonable under the circumstances, from view from outside the Unit
upon which same are located and kept in a clean condition with no noxious or offensive odors
emanating therefrom.
9.6 Subdivision or Partition. No portion of the Property shall be subdivided except
with the DEVELOPER's prior written consent. After the DEVELOPER no longer owns any
portion of the Property, written consent must be obtained from the ASSOCIATION. No
subdivision or partition of any Unit may be made in a manner inconsistent with local law.
9.7 Common Area. Nothing shall be stored, constructed within or removed from the
Common Area other than by the DEVELOPER, except with the prior written approval of the
BOARD.
9.8 Insurance Rates. Nothing shall be done or kept on the Common Area which
shall increase the insurance rates of the ASSOCIATION without the prior written consent of the
BOARD.
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9.9 Air Conditioners. Window or wall -mounted air conditioning units are
prohibited.
9.10 Newspapers. No OWNER or resident shall install or maintain any newspaper box
on the Properties. All newspapers delivered to a Lot shall be brought inside daily and shall not
be permitted to accumulated on any Lot or common area.
9.11 Pets and Animals. OWNERS and tenants are permitted to have pets and animals
as a privilege, but only as follows:
9.11.1 Animals and pets shall be restricted to one (1) cat, dog, or bird per unit
and fish in reasonable numbers.
9.11.2 When outside of the Unit, all dogs must be accompanied by an attendant
who shall have such dog firmly held by collar and leash, which leash shall not exceed eight (8)
feet in length. No dogs shall be permitted to run at large outside the Unit.
9.11.3 The owner/custodian of each animal and pet and/or the individual walking
same, shall be required to clean up after the animal/pet.
9.11.4 The owner/custodian of the animal or pet shall remove his or her animal
or pet from the Property when such animal or pet emits excessive noise such that same may be
heard outside of the Unit.
9.11.5 Any pet/animal owner's privilege to have a pet/animal reside in the
Property shall be revoked if the pet/animal shall create a nuisance or shall become a nuisance.
9.12 Exception. The provisions of Section 9.13 shall yield where necessary to meet
the needs of handicapped persons pursuant to fair housing laws.
9.13 No Business Activity. No business or commercial activity or enterprise of any
kind whatsoever shall be erected, maintained, operated, carried on, permitted or conducted on
the Properties, including Lots; provided, however that the following shall not violate this
Section:
9. l 3.1 Any business which qualifies as a home occupation under the applicable
zoning code shall be permitted. However, a day care or child care facility or operation
(regardless of age) shall not be permitted, irrespective of whether same is a home occupation.
9.13.2 The practice of leasing Lots.
9.13.3 The business of operating the ASSOCIATION.
9.14 Signs. No signs, freestanding or otherwise installed, shall be erected or displayed
to the public view on any Unit. Notwithstanding the foregoing, the DEVELOPER specifically
reserves the right for itself, its successors, nominees and assigns and the ASSOCIATION to
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place and maintain signs in connection with construction, marketing, sales and rental of Lots and
identifying or informational signs anywhere on the Property.
9.15 Solar Panels. Solar panels shall be permitted only as required by Florida Statutes
Section 163.04, as amended from time to time, and to the extent not prohibited by said statute,
the ARB shall be permitted to dictate the placement, screening and color of same.
9.16 Vehicles and Parkins. The following restrictions apply irrespective of whether
the Property in question lies within areas owned by or dedicated to a governmental entity:
9.16.1 Prohibited Vehicles or Items. This Section lists prohibited vehicles or
items ("Prohibited Vehicles"), which are prohibited anywhere on the Property: Trucks, whether
covered or uncovered, whether with a bed top or without; agriculture vehicles; dune buggies,
swamp buggies and all terrain and off -road vehicles; any trailer or other device transportable by
vehicular towing; semis, tractors or tractor trailers; buses; limousines; travel trailers; commercial
vehicles as defined below; vehicles which are an eyesore; campers; recreational vehicles; mobile
homes or mobile houses; truck mounted campers attached or detached from the truck chassis;
motor homes or motor houses; motor vehicles not having any bodies whatsoever, or incomplete
bodies; passenger automobiles that have been converted to a different type of motor vehicle by
replacing the original body or by modifying the exterior of the vehicle; vehicles that are noisy,
unsightly or junkers, or which have flat or missing tires; vans, unless permitted below; and boat
and boat trailers; and other such motor vehicles.
9.16.2 Non -Prohibited Vehicles. The following shall not be considered
Prohibited Vehicles, subject to other provisions in this DECLARATION;
9.16.2.1 Moving vans for the purpose of loading and unloading, but
at no time during the hours of 5:00 p.m. to 8:00 a.m., nor from 5:00 p.m.
Saturday to 8:00 a.m. Monday.
9.16.2.2 Vehicles regardless of classification, necessary for the
maintenance, care or protection of the Property, during regular business
hours, and only for the time period during which the maintenance, care or
protection is being provided.
9.16.2.3 Service and delivery vehicles servicing the Property,
regardless of classifications, during regular business hours and only for
that period of time to render the service or delivery in question.
9.16.2.4 Vehicles for handicapped person, "handicapped" being
defined by any fair housing law.
9,16.2.5 Police and Emergency vehicles.
9.16.2.6 Certain vans which are permitted. A two -axle van as
defined below which is not a commercial vehicle as defined below; which
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apply:
contains windows on the rear of the vehicle, on both sides of the vehicle
adjacent to the first row of seating, and also at least one set of windows on
each side of the vehicle beyond the windows adjacent to the first row of
seating.
9.16.2.7 A pickup truck is permitted so long as it does not have a
camper top or the like, and is not a commercial vehicle as defined below.
9.16.3 Classification of Vehicles.
9.16.3.1 The most current edition of the N.A.D.A. Official Used Car
Guide"Guide") shall determine the classification of whether a vehicle is in
fact a truck or van. If the Guide does not contain reference to a particular
vehicle, then the manufacturer's classification shall control.
9,16.3.2 If publication of the Guide shall be discontinued, an
equivalent publication shall be selected by the BOARD to be used to
determine vehicle classifications hereunder. A State registration or title
classification shall have no bearing on determination of the classifications
under this Section.
9.16.3.3 A "commercial vehicle" shall mean any motor vehicle
which has an outward appearance of being used in connection with
business, (e.g., the vehicle displays work equipment to view and/or is
commercially lettered or contains a commercial or business logo). Actual
use of the vehicle shall yield to its outward appearance. A vehicle with a
covered sign or logo shall still be considered to be a commercial vehicle.
A vehicle with a removable sign or logo shall not, with the sign/logo
removed, be considered to be a commercial vehicle unless it meets the
definition of "commercial vehicle" even without the sign or logo.
9.16.3.4 A "van" shall mean any motor vehicle which is recognized
by the manufacturer to be a type of a van, and which has two (2) axles.
9.16.4 Additional Vehicle Regulations. The following additional regulations
9.16.4.1 No repair (including changing of oil) of a vehicle shall be
made on Property except for minor repairs necessary to permit removal of
a vehicle. Washing, waxing, or the changing of tires of a vehicle is
permitted.
9.16.4.2 No motor vehicle which is of the type of vehicle which is
unregisterable shall be driven or operated on any of the Property at any
time for any reason.
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9,16.4.3 No motor vehicle, including moving vans, shall be parked
at any time on the grass/swales of the Property (except for landscaping
equipment at the direction of the BOARD).
9.16.4.4 Except where safety dictates otherwise, horns shall not be
used or blown while a vehicle is parked, standing in or driving through
parking areas. Racing engines and loud exhausts shall be prohibited.
9.16.4.5 No vehicle shall be parked such that it blocks any sidewalk,
except where otherwise necessary by moving vans and then only for
loading and unloading.
9.16.4.6 All vehicles must be in working order; no vehicles on
blocks, jacks or ramps, shall be permitted.
9.16.5 Towing. If upon the ASSOCIATION's provision of that notice required
by Section 715.07, Florida Statutes and applicable County Ordinances, as amended from time to
time, an offending vehicle owner does not remove a prohibited or improperly parked vehicle
from the Property, the ASSOCIATION shall have the power and right to have the vehicle towed
away at the vehicle owner's expense.
9.16.6 Enforcement Powers. Whether or not the ASSOCIATION exercises its
right to have the vehicle so towed, the ASSOCIATION shall nonetheless have the right to seek
compliance with this Section by injunctive and other relief through the courts; and/or any other
remedy conferred upon the ASSOCIATION by law or the DECLARATION, Articles and By-
laws. The ASSOCIATION's right to tow shall in no way be a condition precedent to any other
remedies available to the ASSOCIATION incident to the enforcement of this Section.
Any such vehicle or recreational equipment parked in violation of these or other regulations
contained herein may be towed by the ASSOCIATION at the sole expense of the owner of such
vehicle or recreational equipment if (i) it remains in violation for a period of twenty-four (24)
consecutive hours or (ii) it remains in violation for a period of forty-eight (48) nonconsecutive
hours in any seven (7) day period. The ASSOCIATION shall not be liable to the owner of such
vehicle or recreational equipment for trespass, conversion or otherwise, nor guilty of any
criminal act by reason of such towing, and neither its removal or failure of the owner of such
vehicle or recreational equipment to receive any notice of said violation shall be grounds for
relief of any kind.
9.17 Solicitation. No business solicitation whatsoever shall be permitted in the
Community, whether or not such solicitation is for the benefit of a non-profit organization,
whether in person or by hand delivery of letters, without the permission of the BOARD. This
shall not preclude an OWNER from inviting a person or firm to enter BRIDGEWATER ON
TAYLOR CREEK for the purpose of contracting business with an OWNER.
9.18 Leasing of Lots with Dwelling Structures.
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9.18.1 General. An OWNER may lease only his entire Lot, and then only in
accordance with the DECLARATION, without the need for ASSOCIATION approval.
However, each OWNER shall be required to advise the ASSOCIATION of any lease or change
in occupancy, and the ASSOCIATION shall be permitted to adopt a form for the OWNER
and/or lessee to execute providing reasonable information relating to same.
9.18.2 Contents of Lease Agreement. Every lease, whether oral or written shall
contain, and if it does not contain, shall automatically be deemed to contain, the following:
9.18.2.1 The lessee and all occupants shall abide by all provisions of
the Governing Documents and reasonable Rules and Regulations, as
amended from time to time, and the failure to do so shall constitute a
material default and breach of the lease.
9.18.2.2 Any assessments or Charges, together with interest, late
fees, costs and attorneys' fees, due and owing by the OWNER/landlord
shall be paid by the lessee directly to the ASSOCIATION, so long as the
ASSOCIATION notifies the OWNER/landlord and lessee of such sums
due and owing, and lessee shall not be in breach of the lease for making
such payments and deducting same from the rent due and owing to the
landlord; the foregoing shall not change the fact that the OWNER shall
remain primarily liable for the payment of any and all such sums to the
ASSOCIATION until same are paid in full.
9.18.2.3 The parties recognize that the ASSOCIATION, as agent for
the landlord/OWNER, has the power to evict the tenants and occupants
under Chapter 83, Florida Statutes, for violations of the Governing
Documents and reasonable Rules and Regulations, as amended from time
to time.
9.18.3 Subleasing; Renting, Rooms. Subleasing of a Lot shall be absolutely
prohibited. Furthermore, no rooms shall be rented in any Lot. The intention is that only entire
Lots may be rented, and Lots may not be sublet.
9.18.4 Frequency of Leasing. No lease shall be made more often than once in any
12 month period. For purposes of calculation, a lease shall be considered as made on the first day
of the lease term.
9.18.5 Lease Terms. The minimum permitted lease term shall be six months.
9.19 Ownership Transfer of Lots. In order to maintain a community of congenial,
financially responsible residents with the objectives of protecting the value of the Lots,
inhibiting transiency, and facilitating the development of a stable, quiet community and peace of
mind for all residents, the transfer of the ownership of a Lot shall be subject to the following
provisions so long as the Community exists, which provisions each OWNER of a Lot agrees to
observe.
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9.19.1 Forms of Ownership.
9.19.1.1 General. Except as otherwise provided in this Section, there
is no limit as to how a Lot may be owned.
9.19.1.2 Life Estate. A Lot may be subject to a life estate, either by
operation of law or by a voluntary conveyance. In that event, the life
tenant shall be the MEMBER from such Lot, and the occupancy of the Lot
shall be as if the life tenant was the only OWNER. Upon termination of
the life estate, the holders of the remainder interest shall have no
occupancy rights unless separately approved by the ASSOCIATION. The
life tenant shall be liable for all assessments and Charges against the Lot.
Any consent or approval required of MEMBER may be given by the life
tenant alone, and the consent or approval of the holders of the remainder
interest shall not be required. If there is more than one life tenant, they
shall be treated as co -OWNERS.
9.19.2 Transfer of Ownership of Lots. OWNERS may transfer title to Lots
without the need for ASSOCIATION approval. However, each OWNER shall be required to
advise the ASSOCIATION of any transfer of ownership, and the ASSOCIATION shall be
permitted to adopt a form for the OWNER and/or purchaser/new OWNER to execute providing
reasonable information relating to same.
9.20 Compliance with Documents. Each OWNER (including each Resident) and his
family members, guests, invitees, lessees and their family members, guests, and invitees; and his
or its tenants, licensees, guests, invitees and sub -tenants shall be bound and abide by this
DECLARATION. The conduct of the foregoing parties shall be considered to be the conduct of
the OWNER responsible for, or connected in any manner with, such individual's presence. Such
OWNER shall be liable to the ASSOCIATION for the cost of any maintenance, repair or
replacement of any real or personal property rendered necessary by his act, neglect or
carelessness, or by that of any other of the foregoing parties (but only to the extent that such
expense is not met by the proceeds of insurance carried by the ASSOCIATION) which shall be
paid for by the OWNER as a Special Assessment as provided in Section 5. Failure of an
OWNER to notify any Person of the existence of the covenants, conditions, restrictions, and
other provisions of this DECLARATION shall not in any way act to limit or divest the right to
enforcement of these provisions against the OWNER or such other Person. The ASSOCIATION
may require each OWNER to sign an acknowledgment that the OWNER has read and
understands all of the ASSOCIATION'S rules, and agrees to abide by them.
9.21 Exculpation of the DEVELOPER, the BOARD and the ASSOCIATION. The
DEVELOPER, the BOARD and the ASSOCIATION may grant, withhold or deny its permission
or approval in any instance where its permission or approval is permitted or required without
liability of any nature to the OWNER or any other Person for any reason whatsoever, and any
permission or approval granted shall be binding upon all Persons.
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9.22 No Implied Waiver. The failure of the ASSOCIATION or the DEVELOPER to
object to an OWNER's or other parry's failure to comply with these Covenants or any other
Governing Documents (including any Rules and Regulations promulgated) shall in no event be
deemed a waiver by the DEVELOPER or the ASSOCIATION, or any other Person having an
interest therein, of that OWNER's or other party's requirement and obligation to abide by these
Covenants.
9.23 Imposition of Fines for Violations. It is acknowledged and agreed among all
OWNERS that a violation of any of the provisions of this Section by an OWNER or Resident
may impose irreparable harm to the other OWNERS or Residents. All OWNERS agree that a
fine not to exceed One Hundred and No/100 Dollars ($100.00) per day may be imposed by the
DEVELOPER or ASSOCIATION for each day a violation continues after notification by the
DEVELOPER or the ASSOCIATION, and fines may exceed One Thousand and No/100 Dollars
($1,000.00) in the aggregate. No fine or suspension of OWNERS rights shall be imposed
without notice to the OWNER of at least 14 days. The OWNER shall be entitled to an
opportunity for a hearing before a committee of at least 3 members appointed by the Board who
are not officers, directors or employees of the ASSOCIATION, or the spouse, parent, child,
brother or sister of an officer, director or employee. If the Committee, by majority vote does not
approve a proposed fine or suspension, it may not be imposed. The Committees decision is final.
The foregoing requirements do not apply to fines or suspensions for failure to pay assessments or
other charges. All fines collected shall be used for the benefit of the ASSOCIATION. Any fine
levied shall be paid within fifteen (15) days after mailing of notice of the fine. If not paid within
said fifteen (15) days the amount of such fine shall accrue interest at the highest interest rate
allowed by the laws of Florida.
10 INSURANCE AND CONDEMNATION. The ASSOCIATION shall purchase and
maintain the following insurance coverages subject to the following provisions, and the cost of
the premiums therefor shall be a part of the ASSOCIATION Expenses:
10.1 Public Liability Insurance. A comprehensive policy or policies of general
liability insurance naming the ASSOCIATION and, for so long as DEVELOPER owns any Unit,
DEVELOPER as named insureds thereof and including the OWNERS as insureds thereunder
insuring against any and all claims or demands made by any person or persons whomsoever for
injuries received in connection with, or arising from, the operation, maintenance and use of the
Common Area and any improvements and Buildings located thereon and/or the Common
Structural Elements and for any other risks insured against by such policies with limits of not
less than One Million Dollars ($1,000,000) for any single occurrence. Such coverage shall
include as appropriate, without limitation, protection against any legal liability that results from
lawsuits related to employment contracts in which the ASSOCIATION is a party; bodily injury
and property damage liability that results from the operation, maintenance or use of the Common
Area and/or the Common Structural Elements; water damage liability; liability for non -owned
and hired automobiles; liability for property of others and such other risks as are customarily
covered with respect to areas similar to the Common Area and/or to the Common Structural
Elements. The insurance purchased shall contain a Severability of Interest endorsement, or
equivalent coverage, which would preclude the insurer from denying the claim of an OWNER
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because of the negligent acts of either the ASSOCIATION, DEVELOPER or any other
OWNERS or deny the claim of either DEVELOPER or ASSOCIATION because of negligent
acts of the other or the negligent acts of an OWNER. All liability insurance shall contain cross
liability endorsements to cover liabilities of the OWNERS as a group to an OWNER. Each
OWNER shall be responsible for the purchasing of liability insurance for accidents occurring in
his own Unit and, if the OWNER so determines, for supplementing any insurance purchased by
the ASSOCIATION. Notwithstanding the foregoing, in the event the Board determines that the
cost of public liability insurance is economically unwarranted, the Board may determine to either
reduce the amount of such insurance, increase the deductible amount or discontinue coverage.
10.2 Hazard Insurance. Each OWNER shall be responsible for the purchase of
casualty insurance for all of his personal property. The ASSOCIATION shall obtain casualty
insurance with such coverage and in such amounts as it may determine from time to time for the
purpose of providing casualty insurance coverage for all insurable property and improvements,
including Fire and Extended Coverage, Vandalism and Malicious Mischief Insurance, all of
which insurance shall insure all of the insurable improvements, including personal property
owned by the ASSOCIATION, in and for the interest of the ASSOCIATION, all OWNERS and
their mortgagees, as their interests may appear, with a company (or companies) acceptable to the
standards set by the BOARD. The ASSOCIATION shall purchase insurance for each Building
now located or which may hereafter be located or built in an amount equal to one hundred
percent (100%) of the "Replacement Value" thereof. The term "Replacement Value" shall mean
one hundred percent (100%) of the current replacement costs exclusive of land, foundation,
excavation, items of personal property and other items normally excluded from coverage as
determined annually by the BOARD. The BOARD may determine the kind of coverage and
proper and adequate amount of insurance. The casualty insurance shall contain an "agreed
amount endorsement" or its equivalent, "inflation guard endorsement," and, if determined
necessary, an" increased cost of construction endorsement"" or "continuant liability from
operation of building laws endorsement" or a "demolition endorsement" or the equivalent. The
Casualty Insurance shall insure the Buildings from loss or damage caused by or resulting from at
least the following: fire and other hazards covered by the standard extended coverage
endorsement and by sprinkler leakage, windstorm, vandalism, malicious mischief, debris
removal and demolition, and such other risks as shall customarily be covered with respect to
projects or developments similar to the Buildings in construction, location and use.
10.3 Flood Insurance. If determined appropriate by the Board or if required by an
Institutional Mortgagee, a master or blanket policy of flood insurance covering the
ASSOCIATION Property and the Buildings, if available, under the National Flood Insurance
Program, which flood insurance shall be in the form of a standard policy issued by a member of
the National Flood Insurance Insurers ASSOCIATION, and the amount of the coverage of such
insurance shall be the lesser of the maximum amount of flood insurance available under such
program, or one hundred percent (100%) of the current replacement cost of all Buildings and
other insurable property located in the flood hazard area.
10.4 Form of Policy and Insurance Trustee. The ASSOCIATION may, to the extent
possible and not inconsistent with the foregoing, obtain one (1) policy to insure all of the
insurable improvements operated by the ASSOCIATION. The premiums for such coverage and
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other expenses in connection with said insurance shall be paid by the ASSOCIATION and
assessed as part of the Quarterly Assessment. The company (or companies) with which the
ASSOCIATION shall place its insurance coverage, as provided in this DECLARATION, must
be a good and responsible company (or companies) authorized to do business in the State of
Florida. In addition, the insurance agent must be located in the State of Florida. The
ASSOCIATION shall have the right to designate a trustee ("Insurance Trustee") and upon the
request of the Institutional Mortgagee holding the highest dollar indebtedness encumbering Units
("Lead Mortgagee") shall designate an Insurance Trustee. Thereafter the ASSOCIATION from
time to time shall have the right to change the Insurance Trustee to such other trust company
authorized to conduct business in the State of Florida or to such other person, firm or corporation
as Insurance Trustee as shall be acceptable to the BOARD and the Lead Mortgagee. The Lead
Mortgagee shall have the right, for so long as it holds the highest dollar indebtedness
encumbering Units within BRIDGEWATER ON TAYLOR CREEK to approve: (i) the form of
the insurance policies; (ii) the amounts thereof; (iii) the company or companies which shall be
the insurers under such policies; (iv) the insurance agent or agents; and (v) the designation of the
Insurance Trustee if it deems the use of an Insurance Trustee other than the Board to be
necessary, which approval(s) shall not be unreasonably withheld or delayed; provided, however,
for so long as DEVELOPER owns any Unit(s), DEVELOPER shall have the right, but not the
obligation, to require the ASSOCIATION to designate an Insurance Trustee other than the
BOARD. Notwithstanding anything to this DECLARATION to the contrary, the Board may act
as the Insurance Trustee hereunder unless otherwise required by the Lead Mortgagee or
DEVELOPER. The Lead Mortgagee shall inform the ASSOCIATION by written notification if
it requires the use of an Insurance Trustee other than the BOARD. If the use of an Insurance
Trustee other than the BOARD is requested in writing, then the Lead Mortgagee shall be deemed
to have approved the Insurance Trustee unless the Lead Mortgagee's written disapproval is
received by the ASSOCIATION within thirty (30) days after notice from the ASSOCIATION of
the identity of the proposed Insurance Trustee. If no Insurance Trustee is required, the Board
shall receive, hold and expend insurance proceeds in the manner hereinafter provided as if it
were the Insurance Trustee.
10.5 Required Policy Provisions. All such aforesaid policies shall provide that they
may not be cancelled without at least ten (10) days' prior written notice to the ASSOCIATION
and "Listed Mortgagees" (as hereinafter defined) and shall be deposited with the Insurance
Trustee upon its written acknowledgment that the policies and any proceeds thereof will be held
in accordance with the terms hereof. Said policies shall provide that all insurance proceeds
payable on account of loss or damage shall be payable to the Insurance Trustee. In the event of a
casualty loss, the Insurance Trustee may deduct from the insurance proceeds collected a
reasonable fee for its service as Insurance Trustee. The ASSOCIATION is hereby irrevocably
appointed agent for each OWNER to adjust all claims arising under insurance policies purchased
by the ASSOCIATION. The Insurance Trustee shall not be liable for payment of premiums, for
the renewal or the sufficiency of the policies nor for the failure to collect any insurance proceeds.
The ASSOCIATION may determine to act as Insurance Trustee, in which event references
herein to Insurance Trustee shall refer to the Board.
10.6 Restrictions of Mortgagees. No mortgagee shall have any right to participate in
the determination of whether property is to be rebuilt, nor shall any mortgagee have the right to
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apply insurance proceeds to repayment of its loan unless such proceeds are distributed to
OWNERS and/or their respective mortgagees.
10.7 Distribution of Insurance Proceeds and Losses. The duty of the Insurance
Trustee shall be to receive any and all proceeds from the insurance policies held by it and to hold
such proceeds in trust for the ASSOCIATION, OWNERS and mortgagees under the following
terms:
10.7.1 In the event a loss, insured under the policies held by the Insurance
Trustee, occurs to any improvements within any of the Units alone, without any loss to any other
improvements, the Insurance Trustee shall immediately pay all proceeds received because of
such loss directly to the OWNERS of the Units damaged and their mortgagees, if any, as their
interests may appear, and it shall be the duty of these OWNERS to use such proceeds to effect
necessary repair to the Units. The Insurance Trustee, where other than the ASSOCIATION, may
rely upon the written statement of the ASSOCIATION as to whether or not there has been a loss
to the Units alone, the Common Structural Elements or any combination thereof.
10.7.2 In the event that a loss of Fifty Thousand Dollars ($50,000) or less occurs
to improvements within one (1) or more Units and to improvements within Common Structural
Elements contiguous thereto, or to improvements within the Common Structural Elements, the
Insurance Trustee shall pay the proceeds received as a result of such loss to the ASSOCIATION.
Upon receipt of such proceeds, the ASSOCIATION will cause the necessary repairs to be made
to the improvements within the Common Structural Elements and within the damaged Units. In
such event, should the insurance proceeds be sufficient to repair the improvements within the
Common Structural Elements, but insufficient to repair all of the damage within the Units, the
proceeds shall be applied first to completely repair the improvements within the Common
Structural Elements and the balance of the funds ("Balance") shall be apportioned by the
ASSOCIATION to repair the damage to the improvements within Units, which apportionment
shall be made to each Unit in accordance with the proportion of damage sustained to
improvements within said Units as estimated by the insurance company whose policy covers
such damage. Any deficiency between the Balance apportioned to a damaged Unit and the cost
of repair shall be paid as a special assessment to the ASSOCIATION by the OWNER of such
damaged Unit.
10.7.3 In the event the Insurance Trustee receives proceeds in excess of the sum
of Fifty Thousand Dollars ($50,000) as a result of damages to the improvements within the
Common Structural Elements and/or Units and Common Structural Elements that are
contiguous, then the Insurance Trustee shall hold, in trust, all insurance proceeds received with
respect to such damage, together with any and all other funds paid as hereinafter provided, and
shall distribute the same as follows:
10.7.3.1 The BOARD shall obtain or cause to be obtained reliable
and detailed estimates and/or bids for the cost of rebuilding and
reconstructing the damage and for the purpose of determining whether
insurance proceeds are sufficient to pay for the same.
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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10.7.3.2 In the event the insurance proceeds are sufficient to rebuild
and reconstruct all the damaged improvements, or upon the collection of
the necessary funds that are described in subparagraph 10.7.3.3 below,
then the damaged improvements shall be completely repaired and
restored. In this event, all payees shall deliver paid bills and waivers of
mechanics' liens to the Insurance Trustee and execute affidavits required
by law, by the ASSOCIATION, by any Institutional Trustee and shall
deliver the same to the Insurance Trustee. Further, the ASSOCIATION
shall negotiate and obtain a contractor willing to do the work on a fixed
price basis or some other reasonable terms under the circumstances, which
said contractor shall post a performance and payment bond, and the
Insurance Trustee shall disburse the insurance proceeds and other funds
held in trust in accordance with the progress payments contained in the
construction contract between the ASSOCIATION and the contractor.
Subject to the foregoing, the BOARD shall have the right and obligation
to negotiate and contract for the repair and restoration of the premises.
10.7.3.3 In the event the insurance proceeds are insufficient to
repair and replace all of the damaged improvements within the Common
Structural Elements and Units contiguous to such damaged Common
Structural Elements, the Board shall hold a special meeting to determine a
special assessment against all of the OWNERS to obtain any necessary
funds to repair and to restore such damaged improvements. Upon the
determination by the BOARD of the amount of such special assessment,
the BOARD shall immediately levy such special assessment against the
respective Units setting forth the date or dates of payment of the same, and
any and all funds received from the OWNERS pursuant to such special
assessment shall be delivered to the Insurance Trustee and disbursed as
provided in subparagraph 10.7.3.2 immediately preceding. In the event
the deficiency between the estimated cost of the repair and replacement of
the damaged property and the insurance proceeds exceeds the sum of
Twenty -Five Thousand Dollars ($25,000), and three -fourths (3/4) of the
OWNERS advise the Board in writing on or before the date for the first
payment thereof that they are opposed to a special assessment, then the
Insurance Trustee shall divide the net insurance proceeds equally among
the OWNERS and shall promptly pay each share of such proceeds to the
OWNERS and mortgagees of record as their interests may appear
("Insurance Proceeds Distribution"). In making any such Insurance
Proceeds Distribution to the OWNERS and mortgagees, the Insurance
Trustee may rely upon a certificate of an abstract company as to the names
of the then OWNERS and their respective mortgagees. Any Insurance
Proceeds Distribution shall also require the approval of the Lead
Mortgagee.
10.7.4 In the event that after the completion of and payment for the repair and
reconstruction of the damage to the damaged property and after the payment of the Insurance
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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Book622/Page1953 CFN#2007001960 Page 35 of 75
Trustee's fee with respect thereto any excess insurance proceeds remain in the hands of the
Insurance Trustee, then such excess shall be disbursed in the manner of the Insurance Proceeds
Distribution. However, in the event such repairs and replacements were paid for by any special
assessment as well as insurance proceeds, then it shall be presumed that the monies disbursed in
payment of any repair, replacement and reconstruction were first disbursed from insurance
proceeds and any remaining funds held by the Insurance Trustee shall be distributed to the
OWNERS in proportion to their contributions by way of special assessment.
10.7.5 In the event the Insurance Trustee has on hand, within ninety (90) days
after any casualty or loss, insurance proceeds and, if necessary, funds from any special
assessment sufficient to pay fully any required restoration and repair with respect to such
casualty or loss, then no mortgagee shall have the right to require the application of any
insurance proceeds or special assessment to the payment of its loan. Any provision contained
herein for the benefit of any mortgagee may be enforced by a mortgagee.
10.7.6 Any repair, rebuilding or reconstruction of damaged property shall be
substantially in accordance with the architectural plans and specifications for BRIDGEWATER
ON TAYLOR CREEK, as: (i) originally constructed; (ii) reconstructed; or (iii) new plans and
substantial change in new plans and specifications approved by the Board from the plans and
specifications of BRIDGEWATER ON TAYLOR CREEK as previously constructed shall
require approval by the Lead Mortgagee.
10.7.7 The BOARD shall determine, in its sole and absolute discretion, whether
damage or loss has occurred to improvements with Units alone, Common Structural Elements
alone or to improvements within any combination thereof.
10.7.8 Notwithstanding anything in this Section to the contrary, the amounts set
forth for the purchase of insurance in this Section are the minimum amounts to be purchased.
Therefore, OWNERS or the ASSOCIATION, as the case may be, may purchase insurance in
excess of the amounts set forth herein. The amounts set forth do not constitute a representation
of warranty of any kind by DEVELOPER or the ASSOCIATION as to the proper amount or
kinds of insurance required.
10.7.9 Policies insuring the property purchased pursuant to the requirements of
this Section shall provide that any insurance trust agreement shall be recognized; the right of
subrogation against OWNERS will be waived; the insurance will not be prejudiced by any acts
or omission of individual OWNERS who are not under the control of the ASSOCIATION; and
the policy will be primary, even if an OWNER has other insurance that covers the same loss.
10.7.10 Nothing contained herein shall prohibit the ASSOCIATION from
obtaining a "Master" or "Blanket" form of insurance to meet the requirements of this Section,
provided that the coverages required hereunder are fulfilled.
10.8 Fidelity Coverage. Adequate Fidelity Coverage to protect against dishonest acts
of the officers and employees of the ASSOCIATION and the Directors and all others who
handle are responsible for handling funds of the ASSOCIATION (whether or not they receive
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 31
Book622/Page1954 CFN#2007001960 Page 36 of 75
compensation), such coverage to be in the form of fidelity bonds which meet the following
requirements:
10.8.1 Such bonds shall name the ASSOCIATION as an obligee and premiums
therefor shall be paid by the ASSOCIATION;
10.8.2 Such bonds shall be written in an amount equal to at least the sum of one -
quarter (1 /4) of the annual Assessments on all Contributing Units, plus the Reserves, if any, but
in no event less than Ten Thousand Dollars ($10,000) for each such person; and
10.8.3 Such bonds shall contain waivers of any defense based upon the exclusion
of persons who serve without compensation from any definition of "employee" or similar
expression.
Notwithstanding the foregoing, in the event the ASSOCIATION determines that the cost of such
insurance is economically unwarranted or is not obtainable, the ASSOCIATION may determine
to either reduce the amount of such insurance, increase the deductible amount of discontinue
coverage.
10.9 Cancellation or Modification. All insurance policies purchased by the
ASSOCIATION shall provide that they may not be cancelled (including for nonpayment of
premiums) or substantially modified without at least ten (10) days prior written notice to the
ASSOCIATION and to each first mortgage holder named in the mortgage clause.
10.10 Condemnation. In the event the ASSOCIATION receives any award or payment
arising from the taking of any ASSOCIATION Property or any part thereof as a result of the
exercise of the right of condemnation or eminent domain. The net proceeds thereof shall first be
applied to the restoration of such taken areas and improvements thereon to the extent deemed
advisable by the ASSOCIATION and approved by OWNERS owning at least two-thirds (2/3) of
the Units, and the remaining balance thereof, if any, shall then be distributed pro rata to
OWNERS and mortgagees of lots as their respective interests may appear.
11 DEVELOPER'S LOTS AND PRIVILEGES• DEVELOPER DESIGNEES
The following provisions shall apply in addition to any and all provisions contained elsewhere in
this DECLARATION with respect to the DEVELOPER's Lots and privileges. The provisions of
this Section shall take precedence over any other provisions to the contrary in this
DECLARATION, or in the Articles or By -Laws.
11.1 Changes in General Plan of Development. Until the completion of all of the
contemplated improvements to the Properties in BRIDGEWATER ON TAYLOR CREEK and
the sale of all Lots contemplated within BRIDGEWATER ON TAYLOR CREEK, the
DEVELOPER reserves the right, without joinder of any person or entity, to make such changes
to the General Plan of Development as may be required by any lender, governmental authority,
or as may be, in its judgment, necessary or desirable; provided that any changes when made will
provide facilities as good as or better than those shown on the development plans filed with the
appropriate governmental authority.
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Bridgewater on Taylor Creek
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11.2 Deposits and Payments. The DEVELOPER shall be entitled to receive back any
and all deposits refunded by any utility company or governmental authority, and shall be entitled
to payments received by the ASSOCIATION with respect to the construction of private street
lights, if any.
11.3 Sales/Lease Activities. The DEVELOPER, until all of the lots contemplated
within BRIDGEWATER ON TAYLOR CREEK have been sold and closed, shall be irrevocably
empowered to sell, lease or rent lots to any person or entity approved by the DEVELOPER
without any interference or objection from the ASSOCIATION, and without any limitation.
Furthermore, the DEVELOPER reserves the right to retain title to any lots and lease all or
portions of same, without any intention of selling them. The DEVELOPER shall have the right
to transact upon the Properties any business necessary to consummate the sale/lease of lots,
including, but not limited to, the right to construct, install, maintain and use temporary
construction, office, storage and sales facilities, place signs, banners and flags on the Properties
for construction or sales purposes; use the Common Area for sales offices or for sales and
promotional purposes; the right to maintain models, have signs, employees in the office, use the
Common Areas and to show Units and conduct sales activities relating to property owned by the
DEVELOPER or any of its affiliates which are situated outside of BRIDGEWATER ON
TAYLOR CREEK. Any sales office, signs, fixtures, furnishings or other tangible personal
property belonging to the DEVELOPER shall not be considered as part of the Properties nor
owned by the ASSOCIATION and shall remain the property of the DEVELOPER.
11.4 Special Provision Regarding The DEVELOPER's Designees. The
DEVELOPER shall be permitted, without relinquishing any rights of the DEVELOPER
hereunder, to designate certain builders and contractors (whether or not affiliated with the
DEVELOPER) who shall be permitted to transact any business necessary to consummate the
sale/lease of Lots, including, but not limited to, the right to maintain models, have signs, staff
employees, maintain offices, use the Properties and show Lots. The DEVELOPER shall be
permitted to impose limitation(s) upon anyone or more of said builders and contractors in
connection with same. Any sales office, signs, fixtures or furnishings or other tangible personal
property belonging to the particular builder and/or contractor shall not be considered as part of
the Properties nor owned by the ASSOCIATION and shall remain the property of the particular
builder and/or contractor.
11.5 Charges and Liens; Common Expenses.
11.5.1 Exemption from Interest and Late Charges. The DEVELOPER's Lots shall
be exempt from any obligation to pay interest or late fees with respect to non-payment of monies
due and owing by the DEVELOPER to the ASSOCIATION, and at no time shall the
ASSOCIATION be permitted to file a Claim of Lien against any Lot owned by the
DEVELOPER. The DEVELOPER shall be entitled to injunctive relief and/or damages,
including punitive damages, for any such liens filed.
Declaration of Protective Covenants, Conditions and Restrictions for
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11.5.2 Credits. The DEVELOPER shall be permitted to pay any common
expenses of the ASSOCIATION, and when doing so, shall be entitled to credit/offset against any
sums due and owing by the DEVELOPER to the ASSOCIATION.
11.6 Assignment and Assumption of DEVELOPER's Rights and Privileges. The
DEVELOPER hereby reserves the right to assign any or all of the rights of the DEVELOPER
under the Governing Documents, in whole or in part, with respect to the Properties, to any other
person or entity. In connection with such assignment, any assignee shall not be liable for any
action of a prior developer. Any Institutional Mortgagee acquiring title to any of the Properties
by foreclosure or by a deed in lieu of foreclosure has the right, but not the obligation, to assume
any of the rights and obligations of the DEVELOPER; and regardless of such assumption, shall
have the right to assign any rights of the DEVELOPER under the Governing Documents to any
subsequent purchaser from the Institutional Mortgagee.
12 MISCELLANEOUS PROVISIONS.
12.1 Common Area and Other Disputes With the DEVELOPER. In the event that
there are any warranty, negligence or other claims against the DEVELOPER or any party having
a right of contribution from, or being jointly and severally liable with, the DEVELOPER (the
"Claims") relating to the design, construction, furnishing or equipping of the Common Area, or
other Properties, same shall be adjudicated pursuant to binding arbitration, rather than civil
litigation, as permitted by the Florida Arbitration Code (the "Code"), Chapter 682, Florida
Statutes, in the following manner:
12.1.1 The party making the Claims, which shall include the ASSOCIATION as
well as any OWNER, (the "Claimant") shall notify the DEVELOPER in writing of the Claims,
specifying with particularity the nature of each component thereof and providing a true and
complete copy of each and every report, study, surveyor other document supporting or forming
the basis of the Claims. Such notice shall be provided to the DEVELOPER within one hundred
and twenty (120) days after the date for the DEVELOPER to relinquish control of the BOARD
as provided for in the By-laws. The failure of the ASSOCIATION or any OWNER to provide
the DEVELOPER written notice within such time period shall act as a bar to the
ASSOCIATION or OWNER filing any Claims against the DEVELOPER. Such bar shall not
serve to permit the ASSOCIATION or any OWNER to then file any Claim in court.
12.1.2 Within thirty (30) days of receipt of the notice of the Claims, the
DEVELOPER will engage, at its own expense, a duly licensed engineer or architect, as
appropriate (the "Arbitrator") to serve as the arbitrator of the Claims pursuant to the Code. Such
engineer or architect shall be independent of the DEVELOPER and the Claimant, not having any
then -current business relationship with the DEVELOPER or Claimant, other than by virtue of
being the Arbitrator. Upon selecting the Arbitrator, the DEVELOPER shall notify the Claimant
of the name and address of the Arbitrator.
12.1.3 Within thirty (30) days after the DEVELOPER notifies the Claimant of
the name and address of the Arbitrator, the Claimant and the DEVELOPER shall be permitted to
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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Book622/Page1957 CFN#2007001960 Page 39 of 75
provide the Arbitrator with any pertinent materials to assist the Arbitrator in rendering his
findings.
12.1.4 Within sixty (60) days from the date of his appointment, the Arbitrator
shall review the Claims and supporting materials, inspect the Common Area or other Properties
in question, and all appropriate plans, specifications and other documents relating thereto, and
render a report (the "Final Report") to the DEVELOPER and the Claimant setting forth, on an
item by item basis, his findings with respect to the Claims and the method of correction of those
he finds to be valid. If the DEVELOPER so requests, by written notice to the Arbitrator, the
Arbitrator will specify the estimated cost of the correction of each of those Claims he finds to be
valid and shall offset therefrom costs reasonably attributable to any ASSOCIATION failure to
maintain or mitigate or to any contributory negligence, in all cases whether chargeable to the
Claimant or others. At the request of the Claimant or DEVELOPER that a conference be held to
discuss the Claims, such a conference shall be held, and the Arbitrator shall establish procedures,
guidelines and ground rules for the holding of the conference. The Claimant and the
DEVELOPER shall be entitled to representation by its attorney and any other expert at the
conference. In the event such a conference is held, the sixty (60) day time period referenced in
this subsection shall be extended as the Arbitrator deems warranted. At the conference, the
Arbitrator shall notify the DEVELOPER and Claimant as to when the Final Report shall be
issued.
12.1.5 The DEVELOPER shall have one hundred eighty (180) days after receipt
of the Final Report in which to (i) correct the Claims found to be valid or (ii) pay to the Claimant
the amount estimated by the Arbitrator to be the cost to correct same after the offset referred to
in subsection 13.1.4 above.
12.1.6 As to those matters the DEVELOPER elects to correct, upon the
completion of all corrective work the DEVELOPER will so notify the Arbitrator (with a copy of
such notice to the Claimant) and the Arbitrator shall then inspect the corrected items and render
a report (the "Remedial Report") to the DEVELOPER and the Claimant on whether those items
have been corrected.
Such procedure shall be repeated as often as necessary until all items have been corrected.
12.1.7 For all purposes, the Final Report and Remedial Report of the Arbitrator
will constitute binding and enforceable arbitration awards as defined in Section 682.09 of the
Code and any party affected by such reports will have the right to seek the enforcement of same
in a court of competent jurisdiction. Moreover, no party will have the right to seek separate
judicial relief with respect to disputes as defined above, or to seek to vacate the aforementioned
arbitration awards, except in accordance with the Code, and then only upon the specific grounds
and in the specified manner for the vacation of such awards as established by Section 682.13 of
the Code.
12.1.8 The Arbitrator shall not be liable to the ASSOCIATION, the Claimant or
the DEVELOPER by virtue of the performance of his services hereunder, fraud and corruption
excepted.
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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Book622/Page1958 CFN#2007001960 Page 40 of 75
12.1.9 The procedures set forth above shall also be the sole means by which
disputes as to ASSOCIATION finances (including, without limitation, the DEVELOPER's
payment of assessments, deficit funding obligations, if any, the handling of reserves, if any, and
the keeping of accounting records), except that the Arbitrator shall be a Certified Public
Accountant who (i) is a member of Community Associations Institute and (ii) meets the
independence test set forth above.
12.1.10 In the event that there is any dispute as to the legal effect or
validity of any of the Claims (e.g., as to standing, privity of contract, statute of limitations or
laches, failure to maintain or mitigate, existence of duty, foreseeability, comparative negligence,
the effect of disclaimers or the interpretation of this DECLARATION as it applies to the
Claims), such dispute shall be submitted to arbitration, as herein provided, by an attorney in
good standing with The Florida Bar chosen by the DEVELOPER,, which arbitrator shall be
independent of the DEVELOPER and the Claimant as set forth above. In such event, all time
deadlines which cannot be met without the resolution of such disputed matters shall be
suspended for such time as the arbitration provided for in this subsection continues until final
resolution.
12.1.11 No provision in this Section shall confer standing which is not
otherwise available to a party under law.
12.2 Assignment of Rights and Duties to ASSOCIATION. The DEVELOPER may
at any time assign and delegate to the ASSOCIATION all or any portion of the DEVELOPER's
rights, title, interest, duties or obligations created by this DECLARATION. It is understood that
the ASSOCIATION has been formed as a home owners association in order to effectuate the
intent of the DEVELOPER for the proper development, operation and management of the
Property. Wherever herein the DEVELOPER or the ASSOCIATION, or both, are given the
right, the duty or the obligation to approve, enforce, waive, collect, sue, demand, give notice or
take any other action or grant any relief or perform any task, such action may be taken by the
DEVELOPER or the ASSOCIATION until such time as the DEVELOPER has recorded a
Certificate of Termination of Interest in the Property. Thereafter, all rights, duties and
obligations of the DEVELOPER shall be administered solely by the ASSOCIATION in
accordance with procedures set forth herein and in the Governing Documents.
12.3 Certificate of Termination of Interest. Notwithstanding anything in this
DECLARATION, the Articles or the Bylaws to the contrary, the DEVELOPER may, in its sole
discretion and at any time hereafter, elect to give up and terminate any and all rights reserved to
the DEVELOPER in this DECLARATION, the Articles and the Bylaws. The rights relinquished
shall include, but not be limited to, (1) the right to appoint any member of the BOARD; (2) the
right to amend this DECLARATION, the Articles or the Bylaws; (3) the right to require its
approval of any proposed amendment to this DECLARATION, the Articles or the Bylaws; and
(4) all veto powers set forth in this DECLARATION. Such election shall be evidenced by the
execution by the DEVELOPER and the recording in the Public Records of Okeechobee County,
Florida, of an instrument entitled Certificate of Termination of Interest. Immediately upon the
recording of such Certificate, and so long as the DEVELOPER does own at least one (1) Unit,
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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Book622/Page1959 CFN#2007001960 Page 41 of 75
the DEVELOPER shall become a MEMBER with no more rights or obligations in regards to
BRIDGEWATER ON TAYLOR CREEK than those of any other OWNER of a Unit. The
number of votes attributable to the DEVELOPER shall be calculated in accordance with the
Governing Documents in the same manner as the number of votes would be calculated for any
other OWNER.
12A Waiver. The failure of the DEVELOPER or the ASSOCIATION to insist upon
the strict performance of any provision of this DECLARATION shall not be deemed to be a
waiver of such provision unless the DEVELOPER or the ASSOCIATION has executed a written
waiver of the provision. Any such written waiver of any provision of this DECLARATION by
the DEVELOPER or the ASSOCIATION may be canceled or withdrawn at any time by the
party giving the waiver.
12.5 Covenants to Run with the Title to the Land. This DECLARATION and the
Covenants, as amended and supplemented from time to time as herein provided, shall be deemed
to run with the title to the land, and shall remain in full force and effect until terminated in
accordance with the provisions set out herein.
12.6 Term of this DECLARATION. All of the foregoing covenants, conditions,
reservations and restrictions shall run with the land and continue and remain in full force and
effect at all times as against all OWNERS, their successors, heirs or assigns, regardless of how
the OWNERS acquire title, for a period of fifty (50) years from the date of this
DECLARATION. After such fifty (50) year period these covenants, conditions, reservations
and restrictions shall be automatically extended for successive periods of ten (10) years each,
until a majority of the votes of the entire membership of the ASSOCIATION execute a written
instrument declaring a termination of this DECLARATION. Any termination of this
DECLARATION shall be effective on the date the instrument of termination is recorded in the
Public Records of Okeechobee County, Florida, provided, however, that any such instrument, in
order to be effective, must be approved in writing and signed by the DEVELOPER so long as the
DEVELOPER owns any portion of the Property.
12.7 Amendments to DECLARATION, Articles or Bylaws of the ASSOCIATION.
This DECLARATION, as well as the Articles or Bylaws of the ASSOCIATION, may be
amended at any time upon the approval of at least two-thirds (2/3) of the MEMBERS as
evidenced by the recordation of an amendatory instrument executed by the President and
Secretary of the ASSOCIATION. As long as the DEVELOPER appoints a majority of the
members of the BOARD, the DEVELOPER shall have the right to unilaterally amend this
DECLARATION, the Articles or the Bylaws of the ASSOCIATION without the joinder or
approval of any member of the BOARD or any MEMBER and no amendment to the Articles or
Bylaws shall be effective without the written approval of the DEVELOPER as long as the
DEVELOPER owns any portion of the Property.
12.8 Disputes. In the event there is any dispute as to the interpretation of this
DECLARATION or whether the use of the Property or any portion thereof complies with this
DECLARATION, such dispute shall be referred to the BOARD. An OWNER may refer a final
BOARD decision for mediation in accordance with Section 720.311, Florida Statutes. However,
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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Book622/Page1960 CFN#2007001960 Page 42 of 75
any use by the DEVELOPER and its successors, nominees and assigns of the Property shall be
deemed a use which complies with this DECLARATION and shall not be subject to a
determination to the contrary by the BOARD.
12.9 Governing Law. The construction, validity and enforcement of this
DECLARATION shall be determined according to the laws of the State of Florida. The venue of
any action or suit brought in connection with this DECLARATION shall be in Okeechobee
County, Florida.
12.10 Invalidation. The invalidation of any provision or provisions of this
DECLARATION by lawful court order shall not affect or modify any of the other provisions of
this DECLARATION, which other provisions shall remain in full force and effect.
12.11 Usage. Whenever used herein, the singular number shall include the plural and
the plural the singular, and the use of any gender shall include all genders.
12.12 Conflict. This DECLARATION shall take precedence over conflicting provisions
in the Articles and Bylaws of the ASSOCIATION and the Articles shall take precedence over
the Bylaws.
12.13 Notice. Any notice required to be sent to any MEMBER or OWNER under the
provisions of this DECLARATION shall be deemed to have been properly sent when mailed,
postpaid, to the last known address of the person who appears as MEMBER or OWNER on the
records of the ASSOCIATION at the time of such mailing.
12.14 Priorities in Case of Conflict. In the event of conflict between or among the
provisions of any of the following, the order of priorities shall be from highest priority to lowest:
12,14.1 Florida Statute §617.0302
12.14.2 Florida Statute §§720.301, et. seq.
12.14.3 Other Florida Statutes which apply.
12.14.4 This DECLARATION.
12.14.5 The Articles.
12,14.6 The By-laws.
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
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Book622/Page1961 CFN#2007001960 Page 43 of 75
IN WITNESS WHEREOF, the DEVELOPER, AZBIue, LLC, a Florida Limited
Liability Company, has caused this instrument to be executed in its name as of the day and year
first above written.
Signed, sealed and delivered
in f:
Print Nair: eA*!O
Print Name: Ytf>U
STATE OF FLORIDA
COUNTY OF AArIY-hh
AZBIue, LLC, a Florida limited liability
company
By: -I
dith A. Kasten, Manager
The foregoing instrument was acknowledged before me this � day of F-fjaUauW,200$
by Judith A. Kasten, as Manager of AZBIue, LLC, a Florida limited liability company, on behalf
of the Company, who [A is personally known to me, or [ ] has produced
as identification, and who did not take an oath.
Name: VvuStW QU rr.bt j
M� c�+x; Ens cr; DD 539846 Typed, pri ed or stamped
q E tf--" s wenwer25,2009 I am a Notary Public of the State of Florida
r>nnn.:. �:��b�yauawuna�wrrws p
VW
(NOTARY SEAL) `kAYSTALOulmey
MY COMMISS!CN DD 53884B
EXPIRES; September 25, 2=
[landed Tft Notary PWO UIM1B11M1Mt
F:\DA'I-A\CORP\02TC0001\DECLARATION OF PROTECTIVECOVENANTSv3.wpd
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 39
Book622/Page1962 CFN#2007001960 Page 44 of 75
JOINDER AND CONSENT OF MORTGAGEE
IS , a Bank, the holder of that certain Mortgage
encumbering the Property, which instrument is dated MIX,, Z 3 , 200y, �hd is
recorded in Official Records BookooSTq, pageo95 , Public Records of Okeechobee County,
Florida, by execution hereof consents to the placing of these covenants and restrictions on the
Property and further covenants and agrees that the lien of the Mortgage shall be and stand
subordinate to such covenants and restrictions as if said covenants and restrictions had been
executed and recorded prior to the recording of the Mortgage.
Signed, sealed and delivered
in the presence of:
-Z% VALA-
-Terr, L- aotle.r
STATE OF
COUNTY OF
it
By:
Print Name:
Its: "4
The for instrument was acknowf le ed before me this day of ,
,2 U a7 20%--by r v-.( 03a n✓►a,, , a! of Sea coasy I' , a
on behalf of the Bank, who: [ -j"'is personally known to me, or [ ] has
produced as identification, and who did not take an oath.
Official Seal
Lavada Huff
Notary Public, State of Florida
My comm. expires December 13, 2008
Comm. No. DD 378898
(NOTARY SEAL)
Nayhe: U U
ped, printed or stamped
I Nota y Public of the State of
A-1
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 40
Book622/Page1963 CFN#2007001960 Page 45 of 75
SCHEDULE OF EXHIBITS
EXHIBIT "A" Articles of Incorporation of BRIDGEWATER ON TAYLOR CREEK
TOWNHOUSE ASSOCIATION, INC., a Florida not -for -profit
corporation
EXHIBIT `B" By -Laws of BRIDGEWATER ON TAYLOR CREEK TOWNHOUSE
ASSOCIATION, INC., a Florida not -for -profit corporation
EXHIBIT "C" Legal Description
Declaration of Protective Covenants, Conditions and Restrictions for
Bridgewater on Taylor Creek
Page 41
Book622/Page1964 CFN#2007001960 Page 46 of 75
EXHIBIT "A"
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BRIDGEWATER ON TAYLOR CREEK TOWNHOUSE
ASSOCIATION, INC.
a Florida not -for -profit corporation
Book622/Pagel965 CFN#2007001960 Page 47 of 75
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BRIDGEWATER ON TAYLOR CREEK TOWNHOUSE
ASSOCIATION, INC.,
a Florida not -for -profit corporation
Pursuant to Sections 617.1001, 617.1006 and 617.1007 of the Florida Statutes,
Bridgewater on Taylor Creek Townhouse Association, Inc., a Florida not -for -profit corporation
(the "Corporation"), certifies that:
1. The Amended and Restated Articles of Incorporation set forth herein were duly
recommended by unanimous written consent of the Board of Directors dated January 25, 2007.
2. The Amended and Restated Articles of Incorporation set forth herein were
approved by the sole Member of the Corporation on January 25, 2007, and the number of votes
cast were sufficient for approval.
3. The duly adopted Amended and Restated Articles of Incorporation supersede the
original Articles of Incorporation and all amendments to them.
Pursuant to Section 617.1007 of the Florida Statutes, the Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc., a Florida not -for -profit corporation,
are hereby amended and restated as follows:
ARTICLE 1
NAME AND ADDRESS
1. Name and Address. The name and address of the corporation is:
BRIDGEWATER ON TAYLOR CREEK TOWNHOUSE ASSOCIATION, INC. (hereinafter
referred to as the "ASSOCIATION"). The address of the corporation's principal office and
mailing address is: 1265 SE 21" Street, Okeechobee, FL 34974.
ARTICLE 2
DEFINITIONS
2, Definitions. Unless defined in these Articles or the Bylaws all terms used in the
Articles and the Bylaws shall have the same meanings as used in the DECLARATION OF
PROTECTIVE COVENANTS, CONDITIONS AND RESTRICTIONS FOR BRIDGEWATER
ON TAYLOR CREEK (the "Declaration").
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 1
Book622/Page1966 CFN#2007001960 Page 48 of 75
ARTICLE 3
PURPOSE
Purpose. The purposes for which the ASSOCIATION is organized are as follows:
3.1 To operate as a corporation not -for -profit pursuant to Chapter 617, Florida
Statutes, and as a homeowners' association pursuant to Chapter 720, Florida Statutes (2002).
3.2 To administer, enforce and carry out the terms and provisions of the
Declaration as same may be amended or supplemented from time to time.
3.3 To administer, enforce and carry out the terms and provisions of any other
Declaration of Covenants and Restrictions or similar document, submitting property to the
jurisdiction of or assigning responsibilities, rights or duties to the ASSOCIATION and accepted
by the Board of Directors of the ASSOCIATION (the "BOARD").
3.4 To promote the health, safety, comfort and social and economic welfare of
the MEMBERS of the ASSOCIATION and the OWNERS and Residents of Lots in Bridgewater
on Taylor Creek, as authorized by the Declaration, by these Articles, and by the Bylaws.
ARTICLE 4
POWERS
4. Powers. The ASSOCIATION shall have the following powers:
4.1 All of the common law and statutory powers of a corporation not -for -profit
and a homeowners' association under the laws of Florida, specifically, Chapters 617 and 720,
Florida Statutes (2002), which are not in conflict with the terms of these Articles.
4.2 To sue and be sued and appear and defend in all actions and proceedings
in its corporate name to the same extent as a natural person.
4.3 To enter into, make, establish and enforce, rules, regulations, Bylaws,
covenants, restrictions and agreements to carry out the purposes of the ASSOCIATION.
4.4 To make and collect Assessments for Common Expenses from OWNERS
to defray the costs, expenses, reserves and losses incurred or to be incurred by the
ASSOCIATION and to use the proceeds thereof in the exercise of the ASSOCIATION'S powers
and duties.
4.5 To own, purchase, sell, convey, mortgage, lease, administer, manage,
operate, maintain, improve, repair and/or replace real and personal property.
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 2
Book622/Page1967 CFN#2007001960 Page 49 of 75
4.6 To hold funds for the exclusive benefit of the MEMBERS of the
ASSOCIATION as set forth in these Articles and as provided in the Declaration and the Bylaws.
4.7 To purchase insurance for the protection of the ASSOCIATION, its
officers, directors and MEMBERS, and such other parties as the ASSOCIATION may determine
to be in the best interests of the ASSOCIATION.
4.8 To operate, maintain, repair, and improve all Common Areas and such
other portions of Bridgewater on Taylor Creek as may be determined by the BOARD from time
to time.
4.9 To honor and perform under all contracts and agreements entered between
third parties and the ASSOCIATION or third parties and the DEVELOPER which are assigned
to the ASSOCIATION.
4.10 To exercise architectural control, either directly or through appointed
committees, over all building's, structures and improvements to be placed or constructed upon
any portion of Bridgewater on Taylor Creek. Such control shall be exercised pursuant to the
Declaration.
4.11 To provide for private security, fire safety and protection, and similar
functions and services within Bridgewater on Taylor Creek as the BOARD in its discretion
determines necessary or appropriate.
4.12 To provide, purchase, acquire, replace, improve, maintain and/or repair
such buildings, structures, streets (to the extent not maintained by Okeechobee County),
pathways, and other structures, landscaping, paving and equipment, both real and personal,
related to the health, safety and social welfare of the MEMBERS of the ASSOCIATION and the
OWNERS and Residents of Bridgewater on Taylor Creek as the BOARD in its discretion
determines necessary or appropriate.
4.13 To employ personnel necessary to perform the obligations, services and
duties required of or to be performed by the ASSOCIATION and/or to contract with others for
the performance of such obligations, services and/or duties and to pay the cost thereof in
accordance with whatever contractual arrangement the BOARD shall enter.
ARTICLE 5
MEMBERS
5.1 Membership. Except as is set forth in this Article 5, every Person who is a record
titleholder of a fee or undivided fee interest in any Lot which is subject by covenants of record to
assessment by the ASSOCIATION shall be a MEMBER of the ASSOCIATION, provided that
any such Person which holds such interest merely as a security for the performance of any
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 3
Book622/Page1968 CFN#2007001960 Page 50 of 75
obligation shall not be a MEMBER. The DEVELOPER shall retain the rights of membership
including, but not limited to, the Voting Rights, to all Lots owned by Persons not entitled to
Membership as herein defined.
5.2 Transfer of Membership. Transfer of membership in the ASSOCIATION shall be
established by the recording in the Public Records of Okeechobee County, Florida of a deed or
other instrument establishing a transfer of record title to any Lot for which membership has
already been established. The OWNER designated by such instrument of conveyance thereby
becomes a MEMBER, and the prior MEMBER's membership thereby is terminated. In the event
of death of a MEMBER, his membership shall be automatically transferred to his heirs or
successors in interest. Notwithstanding the foregoing, the ASSOCIATION shall not be obligated
to recognize such a transfer of membership until such time as the ASSOCIATION receives a true
copy of the recorded deed or other instrument establishing the transfer of ownership of the Lot,
and shall be the responsibility and obligation of both the former and the new OWNER of the Lot
to provide such true copy of said recorded instrument to the ASSOCIATION.
5.3 Prohibition Against Transfer. The share of a MEMBER in the funds and assets of
the ASSOCIATION cannot be assigned, hypothecated or transferred in any manner except as an
appurtenance to the Lot associated with the membership of that MEMBER, nor may a
membership be separately assigned, hypothecated or transferred in any manner except as an
appurtenance to the Lot.
5.4 Determination of Voting Rights. The ASSOCIATION shall have two (2) classes
of membership:
Class A. The Class A Member shall be all OWNERS with the exception of
the DEVELOPER, and shall be entitled to one (1) vote for each Lot owned.
When more than one Person holds an interest in any Lot, all such Persons shall be
MEMBERS. The vote for such Lot shall be exercised as they determine, but in no
event shall more than one (1) vote be cast with respect to any Lot.
Class B. The Class B Member shall be the DEVELOPER and the
DEVELOPER shall be entitled to three (3) votes for each Lot owned. The Class
B Membership shall cease and be converted to Class A Membership on the
happening of either of the following events, whichever occur earlier:
(a) Three (3) months after ninety percent (90%) of all the Lots that
will ultimately be operated by the ASSOCIATION have been conveyed to
the Class A Membership (other than the DEVELOPER); or
(b) At an earlier date at the sole discretion of the DEVELOPER;
provided, however, Developer shall, at all times, comply with Section
720.307, Florida Statutes (2002) relative to transition and control.
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 4
Book622/Page1969 CFN#2007001960 Page 51 of 75
From and after the happening of these events, whichever occurs earlier, the Class B Members
shall be deemed Class A Members entitled to one (1) vote for each Lot in which it holds the
interest required under this Article.
5.5 Voting by CO -OWNERS. If the Lot associated with the membership of a
MEMBER is owned by more than one person, the vote(s) of the MEMBER may be cast at any
meeting by any CO-OWNER of the Lot. If when the vote(s) is (are) to be cast, a dispute arises
between the CO -OWNERS as to how the vote(s) will be cast, they shall lose the right to cast
their vote(s) on the matter being voted upon, but their vote(s) continue to be counted for purposes
of determining the existence of a quorum.
5.6 Proxies. Every MEMBER entitled to vote at a meeting of the MEMBERS, or to
express consent or dissent without a meeting, may authorize another person to act on the
MEMBER'S behalf by a proxy signed by such MEMBER. Any proxy shall be delivered to the
Secretary of the ASSOCIATION or the person acting as Secretary at the meeting, at or prior to
the time designated in the order of business for so delivering such proxies. No proxy shall be
valid after the expiration of ninety (90) days from the date of the meeting for which the proxy
was given. Every proxy shall be revocable at any time at the pleasure of the MEMBER
executing it.
5.7 Calculation of Votes. Any question concerning the number of votes which may
be cast by a MEMBER shall be decided by the BOARD.
ARTICLE 6
PERSONS SERVING ON THE BOARD
6.1 Persons Serving on the BOARD. The affairs of the ASSOCIATION shall be
managed by a BOARD consisting of not less than three (3) persons, nor more than seven (7)
persons, and which shall always be an odd number. The number of persons on the BOARD shall
be determined in accordance with the Bylaws. In the absence of such determination, there shall
be three (3) persons on the BOARD.
6.2 Developer shall have the right to retain control of the ASSOCIATION as more
particularly outlined in the Bylaws of the ASSOCIATION and in accordance with Section
720.307, Florida Statutes (2002), or until such earlier time as is determined by DEVELOPER, in
DEVELOPER's sole discretion. DEVELOPER shall have the right to appoint all Class B
Members of the BOARD and to otherwise govern the affairs of the ASSOCIATION in
accordance with the Bylaws of the ASSOCIATION. The Class A Members appointment to the
BOARD shall be at the times and by the procedures outlined in the Bylaws of the
ASSOCIATION; provided, however, that such appointment shall at all times comply with
Section 720.307, Florida Statutes, (2002); provided, further however, that DEVELOPER is
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 5
Book622/Page1970 CFN#2007001960 Page 52 of 75
entitled to elect at least one (1) member of the BOARD as long as DEVELOPER holds for sale
in the ordinary course of business at least five percent (5.00%) of all the LOTS owned.
6.3 All of the duties and powers of the ASSOCIATION existing under Chapters 617
and 720, Florida Statutes (2002), the Declaration, these Articles and the Bylaws shall be
exercised exclusively by the BOARD, its agents, contractors or employees, subject to approval
by the MEMBERS only when specifically required.
6.4 A member of the BOARD may be removed and vacancies on the BOARD shall be
filled in the manner provided by the Bylaws. However, any member of the BOARD appointed
by the DEVELOPER may only be removed by the DEVELOPER, and any vacancy on the
BOARD of a member appointed by the DEVELOPER shall be filled by the DEVELOPER.
6.5 The names and addresses of the members of the BOARD who shall hold office
until their successors are elected or appointed, or until removed, are as follows:
James Kasten: 8633 E. Onyx Avenue
Scottsdale, AZ 85258
Judith Kasten: 1265 SE 21' Street
Okeechobee, FL 34974
Mary Kasten: 8633 E. Onyx Avenue
Scottsdale, AZ 85258
ARTICLE 7
OFFICERS
7. Officers. The Officers of the ASSOCIATION shall be a President, Vice
President, Secretary, Treasurer and such other officers as the BOARD may from time to time by
resolution create. The Officers shall serve at the pleasure of the BOARD, and the Bylaws may
provide for the removal from office of Officers, for filling vacancies, and for the duties of the
Officers. The names of the Officers who shall serve until their successors are designated by the
BOARD are as follows:
President: Judith Kasten
Vice President: James Kasten
Secretary: James Kasten, Judith Kasten
Treasurer: James Kasten
ARTICLE 8
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc.
Page 6
Book622/Page1971 CFN#2007001960
Page 53 of 75
INDEMNIFICATION
8. Indemnification of Officers, Members of the BOARD or Agents. The
ASSOCIATION shall indemnify any Person who was or is a party or is threatened to be made a
party, to any threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or was a member of the
BOARD, employee, Officer or agent of the ASSOCIATION, against expenses (including
attorneys' fees and appellate attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best
interest of the ASSOCIATION; and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful; or matter as to which such Person shall
have been adjudged to be liable for gross negligence or willful misfeasance or malfeasance in the
performance of his duty to the ASSOCIATION unless and only to the extent that the court in
which such action or suit was brought shall determine, upon application, that despite the
adjudication of liability, but in view of all the circumstances of the case, such Person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem proper. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that
the Person did not act in good faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interest of the ASSOCIATION; and with respect to any criminal action or
proceeding that he had no reasonable cause to believe that his conduct was unlawful.
8.1 To the extent that a member of the BOARD, Officer, employee or agent of the
ASSOCIATION is entitled to indemnification by the ASSOCIATION in accordance with this
Article 8, he shall be indemnified against expenses (including attorneys' fees and appellate
attorneys' fees) actually and reasonable incurred by him in connection therewith.
8.2 Expenses incurred in defending a civil or criminal action, suit or proceeding shall
be paid by the ASSOCIATION in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the members of the BOARD,
Officer, employee or agent of the ASSOCIATION to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the ASSOCIATION as authorized in this
Article.
8.3 The indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under the laws of the State of
Florida, any Bylaw, agreement, vote of MEMBERS or otherwise. As to action taken in an
official capacity while holding office, the indemnification provided by this Article shall continue
as to a Person who has ceased to be a member of the BOARD, Officer, employee, or agent of the
ASSOCIATION and shall inure to the benefit of the heirs, executors and administrators of such a
Person.
8.4 The ASSOCIATION shall have the power to purchase and maintain insurance on
behalf of any Person who is or was a member of the BOARD, Officer, employee or agent of the
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 7
Book622/Page1972 CFN#2007001960 Page 54 of 75
ASSOCIATION or the Master Association, or is or was serving at the request of the
ASSOCIATION as a member of the BOARD, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, as arising out of his status as such, whether or not the
ASSOCIATION would have the power to indemnify him against such liability under the
provisions of this Article.
ARTICLE 9
BYLAWS
9. Initial Bylaws. The initial Bylaws shall be adopted by the BOARD, and may be
altered, amended or rescinded in the manner provided by the Bylaws.
ARTICLE 10
AMENDMENTS
10. Amendments. Amendments to these Articles shall be proposed and adopted in the
following manner:
10.1 Initiation. A resolution to amend these Articles may be proposed by a
majority of the members of the BOARD, or by MEMBERS holding not less than ten percent
(10%) of the votes of the entire membership of the ASSOCIATION.
10.2 Notice. Notice of the subject matter of a proposed amendment shall be
included in the notice of any meeting at which a proposed amendment is to be considered.
10.3 Adoption of Amendments.
10.3.1 A resolution for the adoption of the proposed amendment shall be
adopted by MEMBERS having not less than a majority of the votes of the entire membership of
the ASSOCIATION.
10.3.2 Amendment of the Articles shall require the assent of two-thirds of
the votes of the MEMBERS.
10.3.3 Upon the approval of an amendment to these Articles, Articles of
Amendment shall be executed and delivered to the Department of State as provided by law, and a
copy certified by the Department of State shall be recorded in the Public Records of Okeechobee
County, Florida, as an amendment to the Declaration.
ARTICLE 11
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 8
Book622/Page1973 CFN#2007001960 Page 55 of 75
TERM
11. The ASSOCIATION shall have perpetual existence. If, for whatever reason, the
ASSOCIATION is dissolved by the MEMBERS, any Common Area, expressly including, the
operation and maintenance of the surface water or stormwater management system, shall be
conveyed to an appropriate agency of the local government for control and maintenance
purposes. If no agency of the local government will accept such conveyance and responsibility,
such property must be conveyed to a not -for -profit corporation similar to the ASSOCIATION.
Notwithstanding the above, in the event of termination, dissolution or final liquidation of the
ASSOCIATION, the responsibility for the operation and maintenance of the surface water or
stormwater management system must be transferred to and accepted by an entity which would
comply with Section 40C-42.027, F.A.C., and be approved by the South Florida Water
Management District prior to such termination, dissolution or liquidation.
ARTICLE 12
INCORPORATOR
12. The name and street address of the Incorporator is:
Steven L. Perry
2400 SE Federal Highway, Fourth Floor
Stuart, FL 34994
ARTICLE 13
REGISTERED OFFICE ADDRESS
AND NAME OF INITIAL REGISTERED AGENT
The street address of the initial registered office of the ASSOCIATION is 2400 SE
Federal Highway, Fourth Floor, Stuart, Florida 34994. The Registered Agent of the
ASSOCIATION at that address is Steven L. Perry.
IN WITNESS WHEREOF, the President has executed these Articles.
WITNESSES:
JudK Kasten, President
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc. Page 9
Book622/Page1974 CFN#2007001960 Page 56 of 75
STATE OF FLORIDA
COUNTY OF aX-fi
The foregoing instrument was acknowledged before me this I day of,
20O7, by JUDITH KASTEN, who: [ X ] is personally known to me, or [ ] has produced
as identification, and who did not take an oath.
(NOTARY SEAL)
, ?A� KRYSTAL Qt WY
►, ,r_ MY COMMISSION # DD 639846
EXPIRES: September 25, 2M9
�ilP t ended ra No" Pubk WWemr"
Name:
T ed, printed or stamped
I am a Notary Public of the State of Florida
having a commission number of
and my commission expires:
[F:\DATA\CORP\02TC000I\AMENDED ARTICLES [NCORPORATIONOmpd]
Articles of Incorporation of
Bridgewater on Taylor Creek Townhouse Association, Inc.
Page 10
Book622/Page1975 CFN#2007001960
Page 57 of 75
EXHIBIT "B"
OF
BRIDGEWATER ON TAYLOR CREEK TOWNHOUSE
ASSOCIATION, INC.,
a Florida not -for -profit corporation
Book622/Page1976 CFN#2007001960 Page 58 of 75
BYLAWS
OF
BRIDGEWATER ON TAYLOR CREEK
TOWNHOUSE ASSOCIATION, INC.,
a Florida not -for -profit corporation
General.
1.1 Identity. These are the Bylaws of BRIDGEWATER ON TAYLOR
CREEK TOWNHOUSE ASSOCIATION, INC. (the "ASSOCIATION"), a Florida not -for -profit
corporation and homeowners' association formed under the laws of the State of Florida. The
ASSOCIATION has been organized for the purposes stated in the Articles of Incorporation (the
"Articles"), and the DECLARATION OF PROTECTIVE COVENANTS, CONDITIONS AND
RESTRICTIONS FOR BRIDGEWATER ON TAYLOR CREEK (the "Declaration"). The
ASSOCIATION shall have all of the powers provided in these Bylaws, the Articles, the
Declaration (collectively, the "Governing Documents"), and any other statute or law of the State
of Florida or any other power incident to any of the above powers.
1.2 Principal Office. The principal office of the ASSOCIATION shall be at
such place as the BOARD may determine from time to time.
1.3 Fiscal Year. The fiscal year of the ASSOCIATION shall be the calendar
year.
1.4 Seal. The seal of the ASSOCIATION shall have inscribed upon it
"BRIDGEWATER ON TAYLOR CREEK TOWNHOUSE ASSOCIATION, INC.", the year
"2006" and the words "Corporation Not -For -Profit". The seal may be used by causing it, or a
facsimile thereof, to be impressed, affixed or otherwise reproduced upon any instrument or
document executed in the name of the ASSOCIATION.
1.5 Inspection of Books and Records. The records of the ASSOCIATION
shall be open to inspection by any MEMBER of the ASSOCIATION, upon request, during
normal business hours or under other reasonable circumstances. The records of the
ASSOCIATION shall include current copies of the Declaration, the Articles, the Bylaws, any
Rules and Regulations of the ASSOCIATION, any contracts entered into by the ASSOCIATION,
and the books, records and financial statements of the ASSOCIATION. The ASSOCIATION
shall be required to make available to perspective purchasers of any Lot, current copies of the
Governing Documents, the most recent annual financial statement of the ASSOCIATION and
any further records as may be required by Chapter 720, Florida Statutes.
1.6 Definitions. Unless the context otherwise requires, all terms used in these
Bylaws shall have the same meaning as are attributed to them in the Declaration and the Articles.
Bylaws of Bridgewater on Taylor Creek Townhouse Association, Inc. Page 1
Book622/Page1977 CFN#2007001960 Page 59 of 75
2. Membership in General.
2.1 Qualification. The qualification of MEMBERS, the manner of their
admission to membership, changes in membership, and the termination of such membership,
shall be as set forth in the Declaration and the Articles.
2.2 MEMBER Re ig ster. The Secretary of the ASSOCIATION shall maintain
a register in the office of the ASSOCIATION showing the names and addresses of the
MEMBERS of the ASSOCIATION. Each MEMBER shall at all times advise the Secretary of
any change of address of the MEMBER or of any change of ownership of the MEMBER's Lot.
The ASSOCIATION shall not be responsible for reflecting any changes until notified of such
change in writing.
Membership Voting.
3.1 Majority Vote. The acts approved by a majority of the votes present in
person or by proxy at a meeting at which a quorum is present, shall be binding upon all
MEMBERS for all purposes, except where otherwise provided by law or in the Governing
Documents.
3.2 Determination of Voting Rights. The ASSOCIATION shall have two (2)
classes of membership:
Class A. Class A Members shall be all OWNERS with
the exception of the DEVELOPER, and shall be entitled to one (1) vote for each Lot
owned. When more than one Person holds an interest in any Lot, all such Persons shall
be MEMBERS. The vote for such Lot shall be exercised as they determine, but in no
event shall more than one (1) vote be cast with respect to any Lot.
Class B. The Class B Member shall be the DEVELOPER and the DEVELOPER
shall be entitled to three (3) votes for each Lot owned. The Class B Membership shall
cease and be converted to Class A Membership on the happening of either of the
following events, whichever occur earlier:
(a) Three (3) months after ninety percent (90%) of all the Lots that
will ultimately be operated by the ASSOCIATION have been conveyed to the Class A
Membership (other than the DEVELOPER); or
(b) At an earlier date at the sole discretion of the DEVELOPER;
provided, however, Developer shall, at all times, comply with Section 720.307, Florida Statutes
(2002) relative to transition and control.
From and after the happening of these events, whichever occur earlier, the Class B Members
shall be deemed Class A Members entitled to one (1) vote for each Lot in which it holds the
interest required under this Article; provided, however, that such appointment shall at all times
comply with Section 720.307, Florida Statutes, (2002); provided, further however, that
Bylaws of Bridgewater on Taylor Creek Townhouse Association, Inc. Page 2
Book622/Page1978 CFN#2007001960 Page 60 of 75
DEVELOPER is entitled to elect at least one (1) member of the BOARD as long as
DEVELOPER holds for sale in the ordinary course of business at least five percent (5.00%) of all
the LOTS owned.
3.3 Voting by CO -OWNERS. If the Lot associated with the membership of a
MEMBER is owned by more than one individual or by an entity, the vote(s) of the MEMBER
may be cast at any meeting by any CO-OWNER of the Lot. If when the vote(s) is (are) to be
cast, a dispute arises between the CO -OWNERS as to how the vote(s) will be cast, they shall lose
the right to cast their vote(s) on the matter being voted upon, but their vote(s) shall continue to be
counted for purposes of determining the existence of a quorum.
3.4 Proxies. Every MEMBER entitled to vote at a meeting of the MEMBERS,
or to express consent or dissent without a meeting, may authorize another Person to act on the
MEMBER's behalf by a proxy signed by such MEMBER. Any proxy shall be delivered to the
Secretary of the ASSOCIATION or the Person acting as Secretary at the meeting, at or prior to
the time designated in the order of business for so delivering such proxies. The proxy shall be
dated, and shall state the date, time and place of the meeting for which it is given, and shall be
signed by the authorized person giving the proxy. No proxy shall be valid after the expiration of
ninety (90) days from the date of the meeting for which it was originally given. Every proxy shall
be revocable at any time at the pleasure of the MEMBER executing it.
3.5 Calculation of Votes. Any question concerning the number of votes which
may be cast by a MEMBER shall be decided by the BOARD.
4. Membership Meetings.
4.1 Who May Attend. Any Person entitled to cast the votes of the MEMBER,
and in the event any Lot is owned by more than one Person, all CO -OWNERS of the Lot may
attend any meeting of the MEMBERS. However, the votes of any MEMBER shall be cast in
accordance with the provisions of Section 3 above. Any Person not expressly authorized to
attend a meeting of the MEMBERS, as set forth above, may be excluded from any meeting of the
MEMBERS by the presiding officer of the meeting.
4.2 Place. All meetings of the MEMBERS shall be held at the principal office
of the ASSOCIATION or at any other location as designated by the BOARD and stated in the
notice of meeting.
4.3 Quorum Requirements. Except as set forth hereinafter or unless otherwise
so provided, at any regular or special meeting of the MEMBERS, the presence in person or by
proxy of MEMBERS entitled to cast thirty (30%) percent of the votes of the entire membership
at the time of such vote shall constitute a quorum. If any meeting of the MEMBERS cannot be
organized because a quorum is not present, a majority of the votes of the MEMBERS present,
either in person or by proxy, may adjourn the meeting to a time not less than five (5) days nor
more than thirty (30) days from the time the original meeting was called, at which meeting the
quorum requirement shall be the presence in person or by proxy of MEMBERS holding at least
twenty-five percent (25%) of the votes of the entire membership. Such an adjourned meeting
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may be held without notice thereof as provided in subsection 4.4, provided that notice is given by
announcement at the meeting at which such adjournment is taken. If a meeting of MEMBERS is
adjourned for more than thirty (30) days from the originally scheduled meeting date, or if the
MEMBERS adjourn a meeting without specifying a date for holding the adjourned meeting, the
quorum and notice requirements for the holding of such adjourned meeting shall then be the
same as the notice and quorum requirements prescribed for special meetings.
4.4 Notices. Written notice stating the location, day and hour of any meeting
and in the case of a special meeting, the purpose or purposes for which the meeting is called,
shall be mailed, delivered or electronically transmitted to each MEMBER not less than five (5)
nor more than sixty (60) days before the date of the meeting, by or at the direction of the
President, the Secretary, or the Officer or persons calling the meeting. The notice may set forth
time limits for speakers and nominating procedures for the meeting. The notice of any meeting
at which members of the BOARD are to be elected shall include the names of all those who are
nominees at the time the notice is given to the MEMBERS. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail, addressed to the MEMBER at
the MEMBER'S address as it appears on the records of the ASSOCIATION, unless such
MEMBER shall have filed a written request with the Secretary of the ASSOCIATION stating
that notices to him be mailed to some other address. All notices shall be dated and shall be
mailed, delivered or electronically transmitted to the MEMBERS as soon after the date of the
notice as is practical. The date of the notice shall be the date used for the purpose of determining
MEMBERS entitled to notice of, or to vote at, any meeting of the MEMBERS of the
ASSOCIATION, or in order to make a determination of the MEMBERS for any other purpose.
The BOARD shall not be required to take into account any changes in membership occurring
after that date but may, in their sole and absolute discretion, do so. If the Lot of a MEMBER is
owned by more than one Person, only one notice shall be required to be sent with respect to the
MEMBER, which shall be made to the person designated in the records of the ASSOCIATION.
4.5 Waiver of Notice. Whenever any notice is required to be given to any
MEMBER under the provisions of the Articles or these Bylaws, or as otherwise provided by law,
a waiver in writing signed by the Person or Persons entitled to such notice whether before or after
the time stated therein, shall be equivalent to the giving of such notice. Attendance of a
MEMBER at a meeting shall constitute a waiver of notice of such meeting except when the
MEMBER objects at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.
4.6 Annual Meeting. The annual meeting for the purpose of electing members
of the BOARD and transacting any other business shall be held at 7:00 p.m. on the first Monday
in February or at such other time during the first quarter of a calendar year as shall be selected by
the BOARD. If the BOARD fails to call the annual meeting during the first quarter of a calendar
year, then within thirty (30) days after the written request of any MEMBER, Officer or member
of the BOARD of the ASSOCIATION, the Secretary shall call the annual meeting.
4.7 Special Meetings. Special meetings of the MEMBERS may be requested
by written notice to the Secretary by any member of the BOARD, the President, or any
MEMBERS having not less than ten percent (10%) of the votes of the entire membership, or as
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otherwise provided by law. Such request shall state the purpose of the proposed meeting.
Business transacted at all special meetings shall be confined to the subjects stated in the notice of
meeting. Notice of any special meeting shall be given in accordance with subsection 4.3 to all of
the MEMBERS within thirty (30) days after a special meeting is duly requested.
4.8 Adjournments. Any meeting may be adjourned or continued by a majority
of the votes present at the meeting in person or by proxy, regardless of a quorum, or if no
MEMBER entitled to vote is present at a meeting, then any Officer of the ASSOCIATION may
adjourn the meeting. If any meeting is adjourned or continued to another time or place, it shall
not be necessary to give any notice of the adjourned meeting, if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is taken, and any
business may be transacted at the adjourned meeting that might have been transacted at the
original meeting. If the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, notice of the adjourned meeting may be given to
MEMBERS not present at the original meeting, without giving notice to the MEMBERS who
were present at such meeting.
4.9 Organization. At each meeting of the MEMBERS, the President, or in his
absence, the Vice President shall act as chairman of the meeting. The Secretary, or in his
absence or inability to act, any person appointed by the chairman of the meeting shall act as
Secretary of the meeting.
4.10 Minutes. The minutes of all meetings of the MEMBERS shall be kept in a
book available for inspection by the MEMBERS or their authorized representatives, and the
members of the BOARD, at any reasonable time.
4.11 Actions Without a Meetina. While the DEVELOPER is in control of the
Association, any action required or permitted to be taken at any annual or special meeting of the
MEMBERS may be taken without a meeting, without prior notice, and without a vote if a
consent in writing, setting forth the action so taken, shall be signed by the MEMBERS having
not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all MEMBERS entitled to vote thereon were present and voted.
Within ten (10) days after obtaining such authorization by written consent, notice shall be given
to those MEMBERS who have not consented in writing. The notice shall fairly summarize the
material features of the authorized action. If the Lot(s) for which membership is established in
the ASSOCIATION is owned by more than one Person or by an entity, the consent for such
Lot(s) need only be signed by one Person who would be entitled to cast the vote(s) for the Lot(s).
5. BOARD.
5.1 Number of Members of the BOARD.
5.1.1 The affairs of the ASSOCIATION shall be managed by a BOARD
comprised of three (3) nor more than seven (7) members. So long as the DEVELOPER is
entitled to appoint all members of the BOARD pursuant to the Articles, the number of members
of the BOARD will be determined, and may be changed from time to time, by the DEVELOPER
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by written notice to the BOARD. In the absence of such notification, there shall be three (3)
members of the BOARD.
5.1.2 When the DEVELOPER is no longer entitled to appoint all
members of the BOARD, the number of members of the BOARD shall be increased to at least
five (5).
5.1.3 Notwithstanding the foregoing, in no event shall there be less than
three (3) members of the BOARD, and the number of members of the BOARD shall always be
an odd number. The MEMBERS shall not have the right to change the number of members of
the BOARD so long as the DEVELOPER has the right to determine the number of members of
the BOARD as set forth above.
5.2 Election of Members of the BOARD. Election to the BOARD by the
MEMBERS of the ASSOCIATION shall be conducted in the following manner:
5.2.1 At any time after the DEVELOPER no longer has the right to
appoint one or more members of the BOARD or upon the earlier voluntary relinquishment by the
DEVELOPER of its right to appoint any of all members of the BOARD, the existing BOARD
shall appoint a nominating committee composed of MEMBERS. The BOARD shall send a
notice to all MEMBERS advising of the impending election of members to the BOARD, the
names and addresses of members of the nominating committee, and the date the committee will
make decisions concerning nominations for election to the BOARD, which date shall be no less
than fifteen (15) days after the date of the notice. MEMBERS may then submit names in writing
of proposed members of the BOARD to members of the nominating committee.
5.2.2 The nominating committee shall make as many nominations for
election to the BOARD as it shall in its discretion determine, but not less than the number of
vacancies that are to be filled (see subsection 5.1.2). Such nominations may be made from
among MEMBERS or nonmembers as the committee in its discretion shall determine.
Nominations shall be placed on a written ballot provided in subsection 5.2.3 for the mailing of
such ballots to the MEMBERS.
5.2.3 All elections to the BOARD shall be made by written ballot which
shall:
(a) indicate the number of vacancies to be filled;
(b) set forth the names of those nominated by the
nominating committee;
(c) contain a space for write-in vote by the MEMBERS;
and
(d) contain a requirement that the MEMBER must cast
the same number of votes as the number of vacancies on the BOARD. For example, if the
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MEMBER has one (1) vote, there are five (5) nominees and three (3) vacancies, the MEMBER
must vote for no more and no less than three (3) nominees or the ballot will not be counted. If
the MEMBER is entitled to, for instance, five (5) votes, in the example in the previous sentence,
the MEMBER must vote his five (5) votes as a block for no more and no less than three (3)
nominees or the ballot will not be counted. That is, three (3) nominees on that ballot will receive
exactly five (5) votes each.
Such ballots shall be prepared and mailed by the Secretary to the MEMBERS at least
fourteen (14) days in advance of the date set forth therein for a return (which shall be a date not
later than the day before the annual meeting). The Secretary shall include with the ballot a brief
summary and description of each Person nominated by the BOARD.
5.2.4 The completed ballot shall be returned as follows:
(a) Each ballot shall be placed in a sealed envelope
which shall bear on its face the name and signature of the MEMBER or his proxy, the number of
votes of that MEMBER, and such other information as the BOARD may determine will serve to
establish his right to cast the vote or votes presented in the ballot or ballots contained therein.
The ballots shall be returned to the Secretary at the address of the ASSOCIATION.
5.2.5 Upon receipt of each return, the Secretary shall immediately place
it in a safe or other locked place until the day set for the return of all ballots. On that day the
envelopes containing the ballot(s) shall be turned over, unopened, to a separate Election
Committee which shall consist of three (3) Persons appointed by the BOARD. The Election
Committee shall then adopt a procedure which shall:
(a) establish that the number of votes set forth on the
envelope and on the ballot corresponds to the number of votes allowed to the MEMBER or his
proxy; and
(b) that the signature of the MEMBER or his proxy on
the outside envelope is genuine; and
(c) if the vote is by proxy that a proxy has been filed
with the Secretary as provided herein, and that such proxy is valid.
The Election Committee shall proceed to the opening of the envelopes and the counting
of the votes. The Election Committee shall immediately send written notice to all MEMBERS
advising of the results of the election. The ballots and the outside envelopes shall be returned to
the Secretary to be kept in a safe or other locked place for a minimum of thirty (30) days. If no
MEMBER requests a review of the procedures and vote within said thirty (30) days, the ballots
and outside envelopes shall be destroyed.
5.3 Term of Office. On the first occasion that the MEMBERS, other than the
DEVELOPER, have the opportunity to elect any members of the BOARD, the MEMBERS shall
have the right to elect at least two (2) members of the BOARD. The term of office of the
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member of the BOARD receiving the highest number of votes shall be two (2) years and the term
of office of the member(s) of the BOARD receiving the next highest number of votes shall be
one (1) year. Each member of the BOARD shall hold office until his successor has been elected
or until his death, resignation, removal or judicial adjudication of mental incompetence. Just
prior to each annual meeting thereafter, new members of the BOARD shall be elected to fill
vacancies created by the death, resignation, removal, judicial adjudication of mental
incompetence or expiration of the terms of past members of the BOARD and the term of each
such member of the BOARD shall be two (2) years.
On the first occasion that the MEMBERS, other than the DEVELOPER, have the
opportunity to elect all members of the BOARD, the new members of the BOARD shall be
elected to replace the members of the BOARD appointed by the DEVELOPER as provided in
these Bylaws. The term of office of the two (2) members of the BOARD receiving the highest
number of votes shall be two (2) years and the term of office of the other member of the BOARD
shall be one (1) year. It is the intention of this provision to create staggered terms so that at least
one-third (1 /3) of the members of the BOARD shall be elected each year. The term of office of
each member of the BOARD elected to fill a vacancy created by the expiration of the term of
office of the respective past member of the BOARD shall be two (2) years. The term of office of
each member of the BOARD elected or appointed to fill a vacancy created by the resignation,
death or removal of his predecessor shall be the balance of the unserved term of his predecessor.
Any Person serving as a member of the BOARD may be re-elected, and there shall be no
limitation on the number of terms during which he may serve.
5.4 Organizational Meeting. The newly elected BOARD shall meet for the
purposes of organization, the election of officers and the transaction of other business
immediately after their election or within ten (10) days of same at such place and time as shall be
fixed by the members of the BOARD, and no further notice of the organizational meeting shall
be necessary.
5.5 Regular Meetings. Regular meetings of the BOARD may be held at such
time and place as shall be determined, from time to time, by a majority of the members of the
BOARD.
5.6 Special Meetings. Special meetings of the BOARD may be called by any
member the BOARD, or by the President if not otherwise a member of the BOARD, at any time.
5.7 BOARD Action Without a Meeting. While the Association is under the
control of the DEVELOPER, any action required to be taken at a meeting of the members of the
BOARD, or any action which may be taken at a meeting of the members of the BOARD, may be
taken without a meeting if a consent in writing setting forth the action so to be taken is signed by
all members of the BOARD and is filed in the minutes of the proceedings of the BOARD. Such
consent shall have the same effect as a unanimous vote.
5.8 Notice of Meetings. Notice of each meeting of the BOARD shall be given
by the Secretary, or by any other officer or member of the BOARD, stating the day, location and
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time of the meeting. Notices of all BOARD meetings shall be posted in a conspicuous place in
Bridgewater on Taylor Creek at least forty-eight (48) hours in advance of such meeting, except in
case of emergency. Alternatively, notice of each meeting of the BOARD shall be mailed or
delivered to each MEMBER at least seven (7) days before the meeting of the BOARD, except in
case of emergency. Notice of such meeting shall be delivered to each member of the BOARD
either personally or by telephone or e-mail, at least forty-eight (48) hours before the time at
which such meeting is to be held, or by first class mail, postage prepaid, at least seven (7) days
before the day on which such meeting is to be held. Notice of a meeting of the BOARD need not
be given to any member of the BOARD who signs a waiver of notice either before or after the
meeting. Attendance of a member of the BOARD at a meeting shall constitute a waiver of notice
of such meeting and a waiver of any and all objections to the place, the time or the manner in
which the meeting has been called or convened, except when a member of the BOARD states, at
the beginning of the meeting, an objection to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the BOARD need be specified in any notice or waiver of notice
of such meeting.
5.9 Attendance at BOARD Meetings. All meetings of the BOARD shall be
open to all MEMBERS. A member of the BOARD may appear at a BOARD meeting by
telephone conference, but in that event a telephone speaker shall be attached so that any
discussion may be heard by the members of the BOARD and any MEMBERS present as in an
open meeting.
5.10 Quorum and Manner of Acting. A majority of the BOARD shall
constitute a quorum for the transaction of any business at a meeting of the BOARD. The act of
the majority of the members of the BOARD present at a meeting at which a quorum is present
shall be the act of the BOARD unless the act of a greater number of members of the BOARD is
required by statute or the Governing Documents.
5.11 Adjourned Meetings. A majority of the members of the BOARD present
at a meeting, whether or not a quorum exists, may adjourn any meeting of the BOARD to another
location and time. Notice of any such adjourned meeting shall be given to the members of the
BOARD who are not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other members of the
BOARD. Any business that might have been transacted at the meeting as originally called may
be transacted at any adjourned meeting without further notice.
5.12 Presiding Officer. The presiding officer of the meetings of the BOARD
shall be the Chairman of the BOARD if such an officer is elected; and if none, the President of
the ASSOCIATION shall preside if the President is a member of the BOARD. In the absence of
the presiding officer, the members of the BOARD shall designate one of their members to
preside.
5.13 Minutes of Meetings. The minutes of all meetings of the BOARD shall be
kept in a book available for inspection by the MEMBERS or members of the BOARD.
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5.14 Committees. The BOARD may by resolution appoint committees. Any
committee may exercise such powers, duties and functions as may be determined by the BOARD
which may include any powers which may be exercised by the BOARD.
5.15 Resi ng ation. Any member of the BOARD may resign at any time by
giving written notice of his resignation to the Secretary. Any resignation shall take effect at the
time specified therein or, if the time when such resignation is to become effective is not specified
therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of a
resignation shall not be necessary to make it effective.
5.16 Removal of Members of the BOARD. Members of the BOARD may be
removed as follows:
5.16.1 Any member of the BOARD other than a member appointed by the
DEVELOPER may be removed by majority vote of the remaining members of the BOARD if
such member has been absent for the last three consecutive BOARD meetings, and/or
adjournments and continuances of such meetings.
5.16.2 Any member of the BOARD other than a member appointed by the
DEVELOPER may be removed with or without cause by a majority of the votes the MEMBERS
cast at a special meeting of the MEMBERS called by MEMBERS having not less than
twenty-five percent (25%) of the votes of the entire membership expressly for that purpose. The
vacancy on the BOARD caused by any such removal may be filled by the MEMBERS at such
meeting or, if the MEMBERS shall fail to fill such vacancy, by the BOARD as in the case of any
other vacancy on the BOARD. Any member of the BOARD may also be recalled by an
agreement in writing or a written ballot without a membership meeting as provided in Section
720.303, Florida Statutes,
5.17 Vacancies. Vacancies on the BOARD of any member of the BOARD
appointed by the DEVELOPER shall be filled by appointment by the DEVELOPER. Unless the
vacancy is filled by the MEMBERS in accordance with subsection 5.16.2, vacancies on the
BOARD of any member of the BOARD elected by MEMBERS may be filled by a majority vote
of the members of the BOARD then in office, though less than a quorum, or by a sole remaining
member of the BOARD. If there are no members of the BOARD in office, then a special
election shall be held to elect members of the BOARD to fill the vacancies.
5.18 Members of the BOARD Appointed by the DEVELOPER.
Notwithstanding anything contained herein to the contrary, the DEVELOPER shall always have
the right to appoint the maximum number of members of the BOARD in accordance with the
privileges granted to the DEVELOPER pursuant to the Articles; provided, however, that such
appointment shall at all times comply with Section 720.307, Florida Statutes, (2002); provided,
further however, that DEVELOPER shall always be entitled to elect at least one (1) member of
the BOARD as long as DEVELOPER holds for sale in the ordinary course of business at least
five percent (5.00%) of all the LOTS owned. All members of the BOARD appointed by the
DEVELOPER shall serve at the pleasure of the DEVELOPER, and the DEVELOPER shall have
the absolute right, at any time, and in its sole discretion, to remove any member of the BOARD
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appointed by him, and to replace such member with another Person to serve on the BOARD.
Replacement of any member of the BOARD appointed by the DEVELOPER shall be made by
written notice to the ASSOCIATION which shall specify the name of the Person designated as
successor member of the BOARD. The removal of any member of the BOARD and the
designation of his successor by the DEVELOPER shall become effective immediately upon
delivery of such written notice by the DEVELOPER. The DEVELOPER may waive its right to
appoint one or more members of the BOARD which it has the right to appoint at any time upon
written notice to the ASSOCIATION, and thereafter such member(s) of the BOARD shall be
elected by the MEMBERS.
5.19 Compensation. The BOARD shall not be entitled to any compensation
unless the MEMBERS elect to pay them compensation and set the amount of such compensation,
at any meeting of the MEMBERS.
5.20 Power and Duties. The BOARD shall have the right to exercise all of the
powers and duties of the ASSOCIATION, express or implied, existing under these Bylaws, the
Articles, the Declaration, or as otherwise provided by statute or law. Such powers and duties of
the BOARD shall include without limitation (except as limited elsewhere herein), the following:
5.20.1 The operation, care, upkeep and maintenance of the Common
Areas, and any other portion of Bridgewater on Taylor Creek determined to be maintained by the
ASSOCIATION.
5.20.2 The determination of the expenses required for the operation of the
ASSOCIATION.
5.20.3 The collection of Assessments for Common Expenses from
MEMBERS required to pay same.
5.20.4 The employment and dismissal of personnel.
5.20.5 The adoption and amendment of Rules and Regulations covering
the details of the operation and use of property owned and/or maintained by the ASSOCIATION.
5.20.6 Maintaining bank accounts on behalf of the ASSOCIATION and
designating signatories required therefor.
5.20.7 Obtaining and reviewing insurance for property owned and/or
maintained by the ASSOCIATION.
5.20.8 The making of repairs, additions and improvements to, or
alterations of, property owned and/or maintained by the ASSOCIATION.
5.20.9 Borrowing money on behalf of the ASSOCIATION provided
however, that the consent of the MEMBERS having at least two-thirds (2/3) of the votes of the
entire membership, obtained at a meeting duly called and held for such purpose in accordance
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with the provisions of these Bylaws, shall be required for the borrowing of any sum in excess of
$50,000.00.
5.20.10 Contracting for the management and maintenance of property
owned and/or maintained by the ASSOCIATION. Authorizing a management agent or company
to assist the ASSOCIATION in carrying out its powers and duties by performing such functions
as the submission of proposals, collection of Assessments, preparation of records, enforcement of
rules, and maintenance, repair and replacement of the Common Areas with such funds as shall be
made available by the ASSOCIATION for such purposes. The ASSOCIATION and its Officers
shall, however, retain at all times the powers and duties granted by all Governing Documents,
including but not limited to, the making of Assessments, promulgation of rules, and execution of
contracts on behalf of the ASSOCIATION.
5.20.11 Exercising all powers specifically set forth in the Governing
Documents, and as otherwise provided by statute or law, and all powers incidental thereto or
implied therefrom. 11
5.20.12 Entering into and upon any portion of the Property, including the
Lot(s), when necessary to maintain, care and preserve any property in the event the respective
OWNER fails to do so.
5.20.13 Collecting delinquent Assessments by suit or otherwise, abating
nuisances, and enjoining or seeking damages from the MEMBERS and/or OWNERS for
violations of these Bylaws and the terms and conditions of the Declaration or of the Rules and
Regulations of the ASSOCIATION.
5.20,14 Acquiring and entering into agreements whereby the
ASSOCIATION acquires leaseholds, memberships, and other possessory or use interests in lands
or facilities, whether or not contiguous to the lands operated by the ASSOCIATION, intended to
provide for the enjoyment, recreation, or other use and benefit of the MEMBERS and/or
OWNERS and declaring expenses in connection therewith to be Common Expenses; all in such
form and in such manner as may be deemed by the BOARD to be in the best interest of the
ASSOCIATION; and the participation in the acquisition of any interest in lands or facilities for
the foregoing purposes may be direct or indirect, meaning, without limiting the generality of the
foregoing, by direct ownership of land or acquisition of stock in a corporation owning land.
6. Officers.
6.1 Positions and Qualifications. The Officers of the ASSOCIATION shall
include a President, a Vice President, a Treasurer and a Secretary, all of whom shall be elected by
the BOARD and may be preemptively removed from office with or without cause by vote of the
BOARD at any meeting by concurrence of a majority of the members of the BOARD. Any
Person may hold two or more offices except that the President shall not also be the Secretary.
The BOARD may, from time to time, elect such other officers and designate their powers and
duties as the BOARD shall find to be appropriate to manage the affairs of the ASSOCIATION.
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Each Officer shall hold office until his successor shall have been elected, qualified, or until his
death, resignation, or removal.
6.2 Resignation. Any Officer of the ASSOCIATION may resign at any time
by giving written notice of his resignation to any member of the BOARD, the President or the
Secretary. Any resignation shall take effect at the time specified therein, or if there is no time
specified therein, immediately upon its receipt; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make such resignation effective.
6.3 Vacancies. A vacancy in any office, whether arising from death,
resignation, removal or any other cause may be filled for the unexpired portion of the term of the
office which shall be vacant in the manner prescribed in these Bylaws for the regular election or
appointment of such office.
6.4 The President. The President shall be the chief executive officer of the
ASSOCIATION. He shall have all of the powers and duties which are usually vested in the
office of president of an association or corporation including, but not limited to, the power to
appoint committees to assist in the conduct of the affairs of the ASSOCIATION.
6.5 The Vice President. The Vice President shall, in the absence or disability
of the President, exercise the powers and perform the duties of the President. He shall also assist
the President generally and exercise such other powers and perform such other duties as may be
prescribed by the BOARD.
6.6 The Secretary. The Secretary shall be responsible for preparing and
keeping the minutes of all proceedings of the BOARD and the MEMBERS. He shall be
responsible for attending to the giving and serving of all notices to the MEMBERS and the
members of the BOARD and other notices required by law. He shall have custody of the seal of
the ASSOCIATION and affix the same to instruments requiring a seal. He shall keep the records
of the ASSOCIATION, except those of the Treasurer, and shall perform or direct performance of
all other duties incident to the office of Secretary of the ASSOCIATION, and as may be required
by the BOARD or the President.
6.7 The Treasurer. The Treasurer shall have custody of all property of the
ASSOCIATION, including funds, securities, and evidences of indebtedness. He shall oversee
the keeping of books of account for the ASSOCIATION in accordance with good accounting
practices, which, together with substantiating papers, shall be made available to the BOARD for
examination at reasonable times. He shall cause a Treasurer's Report to be submitted to the
BOARD at reasonable intervals and shall perform or cause to be performed all other duties
incident to the office of Treasurer. He shall collect, or direct collection of, all Assessments and
shall report promptly to the BOARD the status of collections.
6.8 Compensation. The Officers of the ASSOCIATION shall not be entitled
to compensation unless the BOARD specifically votes to compensate them. However, neither
this provision, nor the provision that members of the BOARD will not be compensated unless
otherwise determined by the MEMBERS, shall preclude the BOARD from employing a member
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of the BOARD or an Officer as an employee of the ASSOCIATION and compensating such
employee, nor shall they preclude the ASSOCIATION from contracting with a member of the
BOARD for the management of the Common Property or any portion thereof, or for the
provision of services to the ASSOCIATION, including, but not limited to, engineering,
architectural, planning, landscape planning, accounting or legal services, and in either such event
to pay such member of the BOARD a reasonable fee for such management or provision of
services.
7. Finances and Assessments.
7.1 Adoption of the Budget.
7.1.1 By October 31 st of each year, or as soon thereafter as is reasonably
possible, the BOARD shall adopt a budget for the next fiscal year, necessary to defray the
Common Expenses of the ASSOCIATION for such fiscal year as set out in the Declaration. The
Common Expenses of the ASSOCIATION shall include all expenses of any kind or nature
whatsoever anticipated to be incurred, by the ASSOCIATION for the next fiscal year. In the
event the BOARD fails to adopt an annual budget for any year, the prior year's budget shall
remain in effect until a new budget is adopted or the existing budget is amended or revised.
7.1.2 If, after the adoption of any budget, it shall appear that the adopted
budget is insufficient to provide adequate funds to defray the Common Expenses of the
ASSOCIATION for the fiscal year in which the adopted budget applies, the BOARD may adopt
an amended budget to provide such funds. All of the above provisions shall apply to the
adoption of an amended budget.
7.2 Assessments and Assessment Roll.
7.2.1 Pursuant to the terms of the Declaration, the BOARD shall fix and
determine the amount and frequency of the MEMBERS' Assessments for Common Expenses.
Such Assessments shall be due not more frequently than monthly, and shall each be in an amount
no less than required to provide funds in advance for payment of all of the anticipated current
operating expenses and for all of the unpaid operating expenses previously incurred. Any
periodic Assessments for Common Expenses, whether quarterly, monthly, or otherwise, shall be
equal unless the BOARD determines unequal Assessments are required to provide funds in
advance for the expenses of the ASSOCIATION. As soon as practicable after the determination
of the Assessments for Common Expenses, the ASSOCIATION shall notify each MEMBER, in
writing, of the amount, frequency and due date of such MEMBERS' Assessments, provided,
however, that no Assessment shall be due in less than ten (10) days from the date of such
notification.
7.2.2 In the event the expenditure of funds by the ASSOCIATION is
required that cannot be paid from the Assessments for Common Expenses, the BOARD may
make Special Assessments in the manner as set out in the Declaration.
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7.2.3 The ASSOCIATION shall maintain an Assessment roll for each
MEMBER, designating the name and current mailing address of the MEMBER, the amount of
each Assessment payable by such MEMBER, the dates and amounts in which the Assessments
come due, the amounts paid upon the account of the MEMBER, and the balance due.
7.3 Depositories. The funds of the ASSOCIATION shall be deposited in such
banks and depositories as may be determined and approved by appropriate resolutions of the
BOARD from time to time. Funds shall be withdrawn only upon checks and demands for money
signed by such officers, members of the BOARD or other persons as may be designated by the
BOARD.
7.4 Application of Payments and Commingling of Funds. All sums collected
by the ASSOCIATION from Assessments may be commingled in a single fund or divided into
more than one fund, as determined by the BOARD. Reserve Funds shall be deposited in separate
interest bearing accounts.
Parliamentary Rules.
8.1 Roberts' Rules of Order (latest edition) shall govern the conduct of the
meetings of MEMBERS when not in conflict with the Governing Documents.
9. Amendments.
9.1 Initiation. A resolution to amend these Bylaws may be proposed by any
member of the BOARD, or by MEMBERS holding not less than ten percent (10%) of the votes
of the entire membership of the ASSOCIATION.
9.2 Notice. Notice of the subject matter of a proposed amendment shall be
included in the notice of any meeting at which a proposed amendment is to be considered.
9.3 Adoption of Amendments.
9.3.1 As long as the DEVELOPER appoints a majority of the members
of the BOARD, the DEVELOPER shall have the right to unilaterally amend these Bylaws
without the joinder or approval of any member of the BOARD or any MEMBER. No
amendment to these Bylaws shall be effective without the written approval of the DEVELOPER
as long as the DEVELOPER owns any portion of the Property.
9.3.2 A resolution for the adoption of the proposed amendment shall be
adopted by MEMBERS having not less than a majority of the votes of the entire membership of
the ASSOCIATION.
9.4 Restriction. No amendment shall make any changes in the qualification
for membership nor in the voting rights or property rights of MEMBERS without approval by all
of the MEMBERS. So long as the DEVELOPER owns any portion of the Property, no
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amendment shall make any changes which would in any way affect any of the rights, privileges,
powers or options herein provided in favor of, or reserved to, the DEVELOPER, unless the
DEVELOPER shall join in the execution of the amendment.
10. Rules and Regulations. The BOARD may, from time to time, adopt or amend
previously adopted, Rules and Regulations concerning the use of the Common Areas and
concerning the use, operation and maintenance of other portions of the Property in order to
further implement and carry out the intent of the Governing Documents. The BOARD shall
make available to any MEMBER, upon request, a copy of the Rules and Regulations adopted
from time to time by the BOARD.
11. Miscellaneous.
11.1 Tenses and Genders. The use of any gender or of any tense in these
Bylaws shall refer to all genders or to all tenses, wherever the context so requires.
11.2 Partial Invalidity. Should any of the provisions hereof be void or become
unenforceable at law or in equity, the remaining provisions shall, nevertheless, be and remain in
full force and effect.
11.3 Conflicts. In the event of any conflict, any applicable Florida statute, the
Declaration, Articles, and Bylaws, and the Rules and Regulations of the ASSOCIATION shall
govern, in that order.
11.4 Captions. Captions are inserted herein only as a matter of convenience
and for reference, and in no way are intended to or shall define, limit or describe the scope of
these Bylaws or the intent of any provisions hereof.
11.5 Waiver of Obiections. The failure of the BOARD or any Officers of the
ASSOCIATION to comply with any terms and provisions of the Governing Documents which
relate to time limitations shall not, in and of itself, invalidate the act done or performed. Any
such defect shall be waived if it is not objected to by a MEMBER within thirty (30) days after the
MEMBER is notified, or becomes aware of the defect. Furthermore, if such defect occurs at a
general or special meeting, the defect shall be waived as to all MEMBERS who received notice
of the meeting and failed to object to such defect at the meeting.
IN WITNESS WHEREOF, the President of the Association has executed these Bylaws
this Imo` day of _ , 20017.
Ju th A. Kasten, President
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EXHIBIT "C"
LEGAL DESCRIPTION
Lots 6,7,8,9 and 10 Taylor Creek Manor, According to the Plat Thereof Recorded in Plat
Book 3, Page 4, Public Records of Okeechobee County, Florida.
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