HomeMy Public PortalAbout22-080 - Creation of a condominium structure at 780 Fisherman StreetSponsored By: Interim City Manager
RESOLUTION NO. 22-080
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-
LOCKA, FLORIDA, AUTHORIZING THE CREATION OF A
CONDOMINIUM STRUCTURE FOR 780 FISHERMAN STREET,
WITHIN THE CITY, AND APPOINTING A CONDOMINIUM
ASSOCIATION BOARD OF DIRECTORS; FURTHER DIRECTING
THE CITY CLERK TO RECORD RELEVANT CONDOMINIUM
DOCUMENTS WITH MIAMI-DADE COUNTY BY DECEMBER 31,
2022; PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, in order to limit the amount of property taxes annually charged to the
City of Opa-Locka ("City") for 780 Fisherman Street, the City desires to establish a
condominium legal structure for the subject building site; and
WHEREAS, the City purchased 780 Fisherman Street in 2015. At the time of
purchase, the building was determined to be owned by a municipal government and
therefore exempt from property taxes. Subsequently, the Miami -Dade County Property
Appraiser determined that since the City had a "for-profit" tenant business in the building
located at 780 Fisherman Street, the property no longer qualified as being exempt from
property taxes. Consequently, as of Fiscal Year 2021, the City started receiving an annual
property tax bill in the range of One Hundred Fifty Thousand Dollars ($150,000.00); and
WHEREAS, for the current year the property tax bill is One Hundred Fifty
Thousand, Seven Hundred One Dollars ($150,701.00), with Fifty -Seven Thousand, Five
Hundred Forty -Nine Dollars ($57,549.00) ultimately being returned to the City as one of
the taxing authorities on the property tax bill
WHEREAS, City staff has determined that the current tenant is paying a share of
the property tax bill proportional to the amount of space it occupies in the building; and
WHEREAS, the Miami -Dade County Property Appraiser's Office has
recommended that 780 Fisherman Street be converted into a condominium legal
structure; and
WHEREAS, there will be 17 uniquely identified condominium units at 780
Fisherman Street, with the City as the owner of each condominium;
WHEREAS, Condominium units with "for-profit" tenants will be assessed
property taxes while the remainder of the building will revert to a property tax exempt
status; and
Resolution No. 22-080
WHEREAS, under Florida Statutes, a comprehensive set of documents with
extensive requirements are required for establishment of a condominium organization.
The end -result is the creation of a separate legal entity with a Board of Directors, separate
finances and all of the processes and procedures found in any entity with operational and
fiscal responsibilities; and
WHEREAS, to staff the five Condominium Association Board positions in the
proposed documents, the Interim City Manager recommends that the City Commission
appoint City staff members currently involved with the various aspects of the operation
of 780 Fisherman Street to the Board as follows:
Interim City Manager Darvin Williams
Assistant City Manager Sha'mecca Lawson
Finance Director Niema Walker
Building and Grounds Maintenance Manager King Leonard
Budget Administrator Bob Anathan; and
WHEREAS, the City Commission finds it in the best interest of the City to
authorize the creation of a condominium structure for 780 Fisherman Street, within the
City, and appoint a Condominium Association Board of Directors; further directing the
City Clerk to record relevant Condominium documents with Miami -Dade County by
December 31, 2022.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION
OF THE CITY OF OPA- LOCKA, FLORIDA:
SECTION 1. The recitals to the preamble herein are incorporated by reference.
SECTION 2. AUTHORIZATION
The City Commission hereby authorizes the creation of a condominium structure
for 780 Fisherman Street, within the City, and hereby appoints a Condominium
Association Board of Directors as set forth herein. The City Commission further directs
the City Clerk to record all relevant condominium documents with Miami -Dade County
no later than December 31, 2022.
SECTION 3. SCRIVENER'S ERRORS
Sections of this Resolution may be renumbered or re -lettered and corrections of
typographical errors, which do not affect the intent of this Resolution may be authorized
by the City Manager, following review by the City Attorney, without need of public
hearing, by filing a corrected copy of same with the City Clerk.
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Resolution No. 22-080
SECTION 4. EFFECTIVE DATE
This Resolution shall take effect upon the adoption and is subject to the approval of the
Governor or Governor's Designee.
PASSED and ADOPTED this 14th day of Decem• -r, 2022.
A TEST:
Joa a Flores, City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Bernadette Nor s -Weeks, P.A.
City Attorney
Moved by: Commissioner Bass
Seconded by: Commissioner Williams
VOTE:
5-0
Commissioner Bass YES
Commissioner Kelley YES
Commissioner Williams YES
Vice Mayor Ervin YES
Mayor Taylor YES
John Hr 'aylor 'r., Mayor
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City of Opa-locka
Agenda Cover Memo
Director: ent
Bob Anathan
Dear
partment
Director
Signature:
q -_
City g
Manager:
Darvin Williams
CM Signature:
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Commission
Meeting
12/14/2022
Item Type:
Resolution
Ordinance
Other
Date:
(EnterXin box)
X
Fiscal
Impact:
Yes
No
Ordinance Reading:
lst Reading
2nd Reading
(EnterXin box)
(EnterXin box)
X
Public Hearing:
Yes
No
Yes
No
(Enter X in box)
X
X
Funding
(Enter Fund & Dept.)
Ex:
Advertising Requirement:
Yes
No
Source:
account# :
See Financial
Impact Section
(EnterXin box)
X
Contract/P.O.
Yes
No
RFP/RFQ/Bid#:
Required:
(EnterXin box)
X
Strategic
Yes
No
Strategic Plan Priority Area:
Strategic Plan Obj./Strategy:
Plan Related
(EnterXin box)
X
Enhance Organizational MI
Bus. & Economic Dev •
Public Safety 0
Quality of Education 0
Qual. of Life & City Image 0
Communication NI
(list the specific objective/strategy this
item will address)
Sponsor
Name
City Manager
Department:
City Manager
Short Title:
780 Fisherman Street Condominium Structure
Staff Summary:
Issue / Recommendation: To limit the amount of property tax annually charged for 780 Fisherman Street, the
City should establish a condominium legal structure for the building. Staff recommends that the City
Commission authorize the Interim City Manager to proceed with creating a condominium structure for 780
Fisherman Street and having it recorded with the County by December 31, 2022, and the City Commission is
further recommended to appoint a Condominium Association Board of Directors.
Background/ History: The City purchased 780 Fisherman Street in 2015. At the time the building, owned by
a municipal government, was deemed to be exempt from property tax. Subsequently, the County Appraiser
determined that since the City had a tenant in the building that was a "for-profit" business, 780 Fisherman
Street no longer qualified as being exempt from property taxes. Consequently, as of FY 21, the City began to
receive an annual property tax bill in the range of $150,000. For the current year the property tax bill is
$150,701, with $57,549 ultimately being returned to the City as one of the taxing authorities on the property
tax bill. The current tenant is picking up a share of the property tax bill proportional to the amount of space it
occupies in the building.
Current Activity: The County Property Appraiser's Office has recommended that 780 Fisherman Street be
converted into a condominium legal structure. Condominium units with "for-profit" tenants will be assessed
property taxes while the remainder of the building will revert to a property tax exempt status.
The required documents have been prepared by the City Attorney's Office and are attached. Under Florida
statutes, a comprehensive set of documents with extensive requirements are required for establishment of a
condominium organization. The end -result is the creation of a separate legal entity with a Board of Directors,
separate finances and all of the processes and procedures found in any entity with operational and fiscal
responsibilities, similar in manner to the way in which the Opa-locka CRA relates to the City. There will be 17
uniquely identified condominium units. However, unlike most condominium organizations, there will only be
one owner, with the City having ownership of all units.
The current condominium documents are structured to reflect multiple owners, but this is only to provide
flexibility at some time in the future if an alternate approach might arise which made sense. To allow the Board
to carry out their responsibilities more easily, the condominium documents have been structured with some
flexibility to satisfy statutory requirements while reducing the complexity in utilizing procedures that are
required to be used to meet the needs, requirements and expectations of a multi -owner organization, even
when there is only one owner. The Board is responsible for every aspect of the building, including day-to-day
operations, maintenance, security, insurance, record keeping and reporting (financial and operational), fiscal
operations, ensuring compliance with all condominium documents and, when appropriate, updating
condominium documents to improve operations.
To staff the five Condominium Association Board positions in the proposed documents, staff recommends the
City Commission appoint City staff members currently involved with the various aspects of the operation of
780 Fisherman Street to the Board as follows:
Interim City Manager Darvin Williams
Assistant City Manager Sha'mecca Lawson
Finance Director Niema Walker
Building and Grounds Maintenance Manager King Leonard
Budget Administrator Bob Anathan
The condominium documents must be completed and recorded with the County by December 31, 2022 to have
an impact on the property taxes for FY 24 and beyond.
Financial Impact: Assuming continuation of the current rental status, creating a condominium legal structure
will save the City approximately $75,000 annually.
Proposed Action:
Staff recommends that the City Commission authorize the Interim City Manager to proceed with creating a
condominium structure for 780 Fisherman Street and having it recorded with the County by December 31,
2022, and the City Commission is further recommended to appoint a Condominium Association Board of
Directors.
Attachment:
1. Condominium Documents
Prepared by and Return to:
Pam E. Booker Pettis, Esq.
Law Offices of Austin Pamies
Norris Weeks Powell, PLLC
401 North Avenue of the Arts
Ft. Lauderdale, FL 33311
DECLARATION OF CONDOMINIUM FOR
OPA-LOCKA MUNICIPAL COMPLEX CONDOMINIUM
ARTICLE I
INTRODUCTION AND SUBMISSION STATEMENT
The City of Opa-locka, a Florida municipal corporation (hereafter called the "Developer") is
the owner and holder of the fee interest in that certain parcel of land situation in Miami -Dade County,
Florida, more particularly described on Exhibit "A" attached hereto and as shown in the survey attached
as Exhibit "B" (the "Land"). Upon the Land there are improvements consisting essentially of one
building (the "Building").
Developer hereby submits its fee interest in the Land, fee title to the Building and all other
improvements erected or to be erected upon the Land, all easements, rights and appurtenances
belonging thereto, and all other property to the Developer, real, personal or mixed, intended for use in
connection therewith, to condominium ownership pursuant to the Condominium Act of the State of
Florida (Chapter 718 of the Florida Statutes), and does hereby establish a condominium to be known
as the OPA LOCKA MUNICIPAL COMPLEX CONDOMINIUM.
All restrictions, reservations, covenants, conditions and easements contained in this Declaration and its
exhibits shall constitute covenants running with the land or equitable servitudes upon the land and shall be
binding on each Unit Owner, his heirs, personal representatives, successors and assigns. In consideration
of receiving and by acceptance of a grant, devise, or mortgage, all grantees, devisees or mortgagees, their
successors and assigns, and all parties claiming by, through or under such persons, agree to be bound by
the provisions hereof, the Articles of Incorporation, Bylaws and Rules and Regulations of the condominium
association. Both the burdens imposed and the benefits provided shall run with the title to each unit and
their appurtenant interests in the common elements as defined herein.
ARTICLE II
DEFINITIONS OF TERMS
Except as otherwise provided herein, the definitions of terms contained in Chapter 718 of the
Florida Statutes, as it exists on the date thereof, are adopted herein and made a part hereof. Unless the
context otherwise requires, the terms used herein and in all Exhibits annexed hereto and in all
amendments hereof, shall have the following meanings:
A. Association. The OPA LOCKA MUNICIPAL COMPLEX
CONDOMINIUM, INC., a Florida corporation not for profit.
B. Condominium Property. All of the property submitted to
condominium ownership pursuant to Article I.
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C. Act. Means the Florida Condominium Act (Chapter 718 of the Florida
Statutes) as it exists on the date hereof.
D. Articles of Incorporation. Articles of Incorporation mean the Articles
of Incorporation of the Association, as amended from time to time.
E. Assessment. Assessment means a share of the funds required for the
payment of Common Expenses which from time to time is assessed
against the Unit Owner. The term assessment shall include Special
Assessment.
F. Building. Building means the structure(s) in which the Units and the
Common Elements are located, regardless of the number of such
structures, which are located on the Condominium Property.
G. By -Laws. By -Laws means the By -Laws of the Association as they exist
from time to time, a copy of which is attached hereto as Exhibit "D".
H. Board of Directors. Board of Directors means the board of directors,
from time to time, of the Association. The qualifications for
membership on the Board are as set forth in the Bylaws of the
Association.
I. City. City means the City of Opa-locka, Florida, a Florida municipal
corporation.
J. Common Elements. All of the Condominium Property other than
the Units and the divider walls (as hereinafter described). Common
elements shall include easements through units for conduits, ducts,
plumbing, wiring and other facilities for the furnishing of utility and
other services to Units and the Common elements and any other
parts of the Condominium Property designated as Common
Elements in this Declaration.
K. Limited Common Elements. Those portions of the Common
Elements reserved for the exclusive use of a certain Unit or Units to
the exclusion of other Units. When the term "Common Elements" is
used in this Declaration, such term shall include the Limited
Common Elements unless the context otherwise specifically
requires.
L. Condominium Unit or Units. A unit as defined in the Condominium
Act, referring herein to each of the separate and identified units
delineated on Exhibit "C" annexed to this Declaration, and, when the
context permits, the Condominium Parcel (as defined in the said
Condominium Act) comprised of such Unit, including its undivided
interest in the Common Elements appurtenant thereto, which interest
is set forth as a percentage on Exhibit "D", annexed to this
Declaration. The physical boundaries of Units are more particularly
described in Article III hereof.
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M. Owner or Unit Owner. An owner of an interest in one or more Units
to the extent of such interest.
N. Common Expenses. All expenses incurred from the upkeep,
maintenance, repair, replacement, management and operation of the
Common Elements, including any reserve for maintenance and
repairs, reinstatement, rebuilding and replacement of the
Common Elements; all charges for taxes on or relating to
the Common Elements (except real property taxes and
other such taxes assessed separately on Condominium
Parcels or on the personal property or any other interest of
the Unit Owner); the cost of insurance of or on the Common
Elements (including fire and other casualty and liability.
insurance required to be maintained by the Association
under this Declaration), and the cost of yard, janitorial and
similar services for the Common Elements and those parts
of the Condominium Property designated by the
Association; wages; accounting and legal fees,
management fees, any valid charge against or expense of
the Condominium as a whole; and any other expense
declared to be a Common Expense in this Declaration or
the Exhibits annexed hereto. Without limiting the generality
of the foregoing, Common Expenses shall include all
expenses of alterations or additions in or to the Common
Elements which may be required from time to time, to
cause such Common Elements as built and existing to be in
conformity with the Common Elements described in the
Declaration as amended from time to time. Common
expenses shall also include, without limitation, all reserves required by
the Act or otherwise established by the Association, regardless of when
reserve funds are expended.
O. Common Surplus. The amount by which all receipts of the
Association from the Condominium and the Unit Owners, including,
but not limited to assessments, rents, profits and revenues on
account of the Common Elements, shall exceed the amount of the
Common Expenses of the Condominium.
P. Condominium. Shall mean the Land, Improvements and personal
property that are submitted to condominium ownership and all
easements and rights appurtenant thereto intended for use in connection
with the condominium, subject to the limitations thereof and exclusions
therefrom.
Q. Declaration. Declaration of Condominium means this instrument and
all exhibits attached hereto, as same may be amended from time to time.
R. Developer. Developer shall mean the City of Opa-locks, its successors
and such of its assigns as to which the rights of Developer hereunder
are specifically assigned, provided however, a Unit Lessee shall not be
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deemed a successor to or assignee of the rights of Developer under this
Declaration.
S. Improvements. Improvements shall mean all structures and artificial
changes to the natural environment (exclusive of landscaping) located
on the Condominium Property, including, but not limited to the
building.
T. Institutional Lender. A bank, savings and loan association,
insurance company, pension fund, the Developer, an agency of the
government, a real estate investment trust, or a lender generally
recognized in the community as an institutional lender, including the
servicing agent for any of the foregoing. Rules and Regulations"
means the rules and regulations of the condominium association
adopted and amended from time to time by the Board of Directors.
U. Landscaping. All landscaping, if any, shall be part of the Common
Elements and shall be maintained by the Association.
V. Rules and Regulations. Rules and Regulations means the rules and
regulations of the condominium association adopted and amended from
time to time by the Board of Directors.
W. Units. The Opa-locka Municipal Complex Condominium shall contain
seventeen (17) units which are located and individually described in
Exhibit "C" hereto.
X. Voting Certificate. Voting Certificate shall mean a document which
designates one of the record title owners, or the corporate, partnership,
or entity representative, who is authorized to vote on behalf of a
condominium unit that is owned by more than one natural person or by
an entity.
ARTICLE III THE CONDOMINIUM PROPERTY
1. The name of the Association responsible for the operation of this condominium is Opa-
locka Municipal Complex Condominium, a Florida not -for-profit corporation organized under the
laws of the State of Florida. A copy of the Articles of Incorporation of the Association are attached
hereto as Exhibit E and made a part hereof. A copy of the Bylaws of the Association are set forth
in Exhibit F attached hereto and made a part hereof.
2. The Association shall have all of the common-law and statutory powers of a corporation
not -for-profit not in conflict with the terms of the Articles of Incorporation, this Declaration of
Condominium, the Bylaws or the Act.
3. The Association shall have all of the powers and duties set forth in the Act and the
Declaration of Condominium, Articles of Incorporation, and Bylaws of the Association, and all of
the powers and duties reasonably necessary to operate the Condominium pursuant to the
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Declaration of Condominium as it may be amended from time to time, including, but not limited
to, the following:
a. To levy and collect assessments against members to defray the costs,
expenses and obligations of the condominium;
b. to use the proceeds of assessments in the exercise of its powers and duties;
c. to maintain, repair, replace and operate the condominium property,
including easements;
d. to purchase insurance upon the condominium property and insurance for the
protection of the Association and its members as Unit Owners;
e. to reconstruct improvements after casualty and to further improve the
property;
f. to make and amend reasonable rules and regulations respecting the use of
the property in the condominium;
g. to enforce by legal means the provisions of the Act, the Declaration of
Condominium, the Articles of Incorporation, the Bylaws of the Association and the Rules
and Regulations for the use of the property in the condominium;
h. to contract for management and maintenance of the Condominium,
including but not limited to entering contracts with professionals and trade services
providers such accountants, attorneys, landscapers, electricians, plumbers, painters,
security services, and others, and to authorize the management agent to assist the
Association in carrying out its powers and duties by performing such functions as the
collection of assessments, preparation of records, enforcement of rules and regulations, and
maintenance, repair and replacement of common property. The Association and its officers
and directors shall, however, retain at all times the powers and duties granted them by the
Act, including but not limited to the making of assessments, promulgation of rules, and
execution of contracts on behalf of the Association;
i. to employ personnel to perform the services required for proper operation of the
condominium;
J. the irrevocable right of access to each Unit from time to time during
reasonable hours, when necessary for the maintenance, repair, or replacement of any
common elements therein, or of any portion of a Unit to be maintained by the association,
or as necessary to prevent damage to the common elements or to any Unit. In the case of
emergencies, such as fire, hurricane, plumbing leaks and the like, entry may be made
without notice or permission. Each Unit Owner hereby appoints the Association as his
agent for the purposes provided herein. The Association may require that each owner
provide it with a key to the Unit to facilitate access for the purposes stated herein;
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k. to purchase parcels in the Condominium and to hold, lease, mortgage and
convey same; subject, nevertheless to the provisions of the Declaration, Articles of
Incorporation, and Bylaws relative thereto;
1. to enter into agreements with the Developer, other condominium associations, or
any other legal entity for the maintenance, replacement or repair of any properties used in
common with others such as, but not limited to, roads or subdivision -type improvements;
m. the power to levy reasonable fines and suspend the right to use common
elements according to Section 718.303(3), Florida Statutes, and the power to suspend the
voting rights of a member according to Section 718.304(5), Florida Statutes;
n. to maintain accounting and other financial records according to good accounting
practices. The financial records shall be open to inspection by the members at reasonable
times during normal business hours.
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ARTICLE IV
GENERAL DESCRIPTION OF UNITS
A. Identification, Location and Dimension of the Units. The Condominium
includes seventeen (17) Units. All Units are identified by a number combination, and
are delineated on the graphic description of the improvements which is a part of Exhibit
"C" to this Declaration. No Unit bears the same designation as any other unit and the
designation of the unit is also the designation of the Condominium Parcel. Exhibit "B"
includes a survey of the Land and a graphic description of the improvements and a plot
plan thereof which, together with the Declaration, are in sufficient detail to identify the
Common Elements and each Unit and their relative locations and approximate
dimensions. Exhibit "B" also includes the certificate of a surveyor authorized to practice
in the State of Florida which complies with the requirements of the Condominium Act.
B. Boundaries of Units. The horizontal boundaries of each Unit shall be the
unfinished surface of the top of the concrete floor and the unfinished surface of the
bottom of the concrete ceiling, except that where there is a stairway or other opening in
the floor or ceiling the boundary shall be the surface resulting from extensions of the
nearest adjacent unfinished surfaces of the top of the concrete floor or the bottom of the
concrete ceiling, as the case may be. The vertical boundaries of each Unit shall be the
middle of any divider wall as shown on the graphic description of the improvements
which are as part of Exhibit "B" to this Declaration and on non -divider walls the
boundary shall be the inside unfinished surface of such wall. Any entry door or window in
a non -divider wall shall also be a part of the Unit notwithstanding that it may lay outside
the vertical boundary described above and below. Where the Unit consists in whole or in
part of unenclosed space, the vertical boundary defining such space is the boundary as
shown on the graphic description of the improvements which area part of Exhibit "B" to
this Declaration, same being a plane extending vertically from the unfinished surface of
the top of the concrete floor to the unfinished surface of the bottom of the concrete
ceiling. The portion of air conditioning system serving a Unit located outside of the Unit
boundary shall be deemed a Limited Common Element which shall be subject to the
exclusive use and maintenance by the Unit to which it services. The portion of the air
conditioning system located within the Unit boundary shall be deemed to be a part of the
Unit.
C. Divider Walls. The wall separating a Unit of one Owner from a Unit of an
adjoining Owner shall be referred to as a "divider wall" and the location of the plane of
its center line shall be coincident with the vertical plane which serves as the common
boundary between the Units of Unit Owners whose Units adjoin one another. A divider
wall shall not be removed by a Unit Owner, except that in the event a divider wall is no
longer intended to serve to separate a Unit of one Unit Owner from a Unit of another Unit
Owner, the divider wall may be removed provided (1) such removal shall be at the sole
cost and expense of the Unit Owner performing same, (2) said divider wall is not a
loadbearing structural component of the Building, and (3) the written approval of the
Board has first been obtained. A divider wall once removed may not be constructed by
a Unit Owner without the prior written approval of the Board, which shall
grant its approval upon receipt of a building permit, if any is required for the
construction, and evidence reasonably satisfactory to the Board that the
divider wall will be constructed in accordance with the construction
standards established by Miami -Dade County and coincident with the
vertical plane which serves as the common boundary between the Units.
Any such construction shall be at the expense of the Unit Owner
performing same. In no event may a divider wall be removed or
constructed if the structural soundness of the Building may in any way be
affected thereby.
D. Easements to the Association. The Association is hereby granted easements
over, upon and under the Condominium Property, including specifically into, upon and
through the individual Units, and within such Units, into, upon and through the space
contained between the top of the finished ceiling within such Units and the bottom
or the concrete ceiling slab forming the lower boundary of such Units, for the
maintenance of utility and other services, for the maintenance of divider walls as
described in Article III, and for the exercise of all other rights and the performance of
all other duties granted to the Association in this Declaration.
E. Authority of Developer and Association Concerning Easements. To the
extent that easements over, upon or under the Condominium Property are necessary so as
to provide utility services to the Condominium, each Unit Owner, and its heirs
successors and assigns, do hereby designate and appoint the Association as its agent and
attorney -in -fact, each along with full power in its name, place and stead, to execute
instruments creating such easements; provided, however, that such easements shall not
unreasonably interfere with the use by the Unit Owners of the Condominium Property or
be detrimental to the structural integrity of the Building. Further, the Association shall be
authorized to give, convey, transfer, cancel, relocate and otherwise deal with utility and
other easements located on or affecting the Condominium Property.
F. Altering Unit Boundaries. The Developer reserves the right to change
the interior design and arrangement of all Units, and to alter boundaries between Units as long
as the Developer owns the Units so altered. If more than one Unit is concerned, the Developer
shall apportion between the Units the undivided interest in the Common Elements appurtenant
to every Unit concerned. An amendment of this Declaration of Condominium reflecting such
alteration of the Unit(s) by the Developer need be executed and acknowledged only by the
Developer, and need not be approved by the Association, Unit Owners, lienor, or mortgagees of
Units not concerned therewith.
G. Limited Common Elements. The air conditioning compressor which is
located outside of the boundaries of the Unit and which serves the Unit shall be a Limited
Common Element appurtenant to the Unit that it serves.
ARTICLE V
RESTRICTIONS AND COVENANTS
A. Owners and Units Subject to Declaration. All Unit Owners, mortgagees,
tenants and occupants of Units and their employees and any other person who may use
the facilities of the Condominium Property in any manner shall be subject to the
provisions of this Declaration and the Bylaws as they may be amended from time to
time, including all restrictions, covenants, agreements, easements and declarations of
record. The acceptance of a deed of conveyance by a Unit Owner or the entering into
occupancy of a Unit by a Unit Owner, tenant or occupant, shall constitute an agreement
that the provisions of this Declaration and the Bylaws as they may be amended from time
to time are accepted and ratified by such Unit Owner, tenant or occupant. The restrictions
and burdens imposed by the provisions of this Declaration and the Exhibits annexed
hereto are intended to and shall constitute an equitable servitude upon each Unit and its
appurtenant undivided interests in the Common Elements, binding upon the Developer,
its successors and assigns, and any other holder of an interest or estate in a Unit, as though
all such provisions and Exhibits were recited and stipulated at length in each deed or
conveyance or lease relating to a Unit.
B. Use of Space: General.
1. No Unit Owner, tenant or occupant of a Unit shall do, or suffer or
permit to be done, anything in any Unit which would impair the soundness or safety of the
Condominium Property, or which will increase the rate or result in the cancellation of
insurance applicable to the Condominium Property, or which would be noxious or
offensive or hazardous or an interference with the peaceful possession and proper use of
other Units, or which would require any alteration of or addition to any of the Common
Elements so as to be in compliance with any applicable law or regulation, or which
would otherwise be a violation of law.
2. No Unit Owner, tenant or occupant of a Unit shall, without the
written approval and consent of the Association, place or suffer to be placed or
maintained any advertising matter within a Unit which shall be visible from the exterior
thereof or any sign, awning or canopy, decoration, lettering, or advertising matter
or other thing of any kind on any exterior door, wall or window of the Common
Elements provided, however, that the Association shall establish reasonable and
uniform regulations permitting the placement and maintenance by each Owner of
identifying signs and insignia of such size and materials and in such locations as shall
be architecturally suitable and appropriate to the design and function of the
Condominium Property.
3. No Unit Owner, tenant or occupant of a Unit shall do, or suffer or permit
to be done, in his Unit any activities of an illegal or unlawful nature.
4. No Unit Owner, tenant or occupant shall repair, alter, replace or move
any of the Common Elements which are located within its Unit without the prior written
consent of the Association.
5. Notwithstanding the inclusion within Units of the space contained
between the top of the finished ceiling thereof and the bottom of the concrete or steel
ceiling slab forming the upper boundary of such Units and of the space contained
between the middle and outside of a wall, no Owner, tenant or occupant shall have the
use of occupancy of such space nor the right to enter into, upon or through such space,
except in an emergency, nor to interfere in any way with any of the pipes, ducts, cables,
wires, conduits, utility lines or other Common Elements contained in or extending
through such space.
6. The Owner of a Unit shall occupy and use his Unit for commercial
purposes only, for himself, and his guests, invitees and for no other purpose, whatsoever;
however, no Owner shall cause or permit any paint or body work or work of similar nature
to be conducted on or within any Unit owned by the Owner or the Developer or any
Association. Furthermore, no Owner shall cause, permit or conduct any repairs,
mechanical or otherwise, on any motor vehicle that is visible from either a public or
platted roadway, except for tire repair service.
7. The use of the Unit shall be consistent and in compliance with existing
laws, the provisions of the Declaration and these rules and regulations, and users shall
commit no nuisance nor interference with others' peaceful possession and use.
8. The Common Elements and Limited Common Elements shall not be
obstructed, littered, defaced nor misused in any manner nor shall there be any outside
storage.
9. No structural changes or alterations shall be made in the perimeter
boundaries of any Unit by the Unit Owner.
10. The parking areas within the Condominium Property shall be used
onlyfor the parking of private automobiles, motorcycles, trucks, or vans, or the placement
of garbage dumpsters, and no other vehicles or equipment of any kind, whatsoever,
including, but not limited to, boats, boat trailers, campers, etc., shall be parked,
maintained, stored or otherwise kept within the designated parking areas or on any other
portion of the Condominium Property at any time whatsoever. No vehicle shall be
parked or left unattended in the loading dock areas within the Condominium Property.
11. No Unit Owner or group of Unit Owners shall, without first obtaining
the approval of the Board of Administration of the Association, change, alter or
modify the exterior appearance of any Unit, nor alter the exterior appearance of any
Unit, Building or any of the Common Elements including the landscaping, except as is
otherwise permitted under this Declaration.
12. Except as currently existing at the time of the recording of this
Declaration, no Owner or occupant of a Unit shall install wiring for electrical or
telephone installations nor install any type of television antenna, machines or air
conditioning equipment, on exterior of the Unit, except as authorized in writing by a
majority of the Board of Administration.
13. Owners and occupants of Units shall exercise extreme care to
minimize noises and odors in said Unit so as not to disturb the other persons and parties
occupying other Units or other portions of the same Unit; and not to use the Common
Elements in any manner or for any purpose which would disturb or in any way
inconvenience any parties occupying the Units in this Condominium.
14. Each Unit Owner and the occupants of a Unit shall maintain in good
condition and repair its Unit and all interior surfaces within and surrounding said Unit
whether or not part of the Unit or Common Elements and to maintain and repair the
appliances and fixtures therein and pay for such utilities as are separately metered to the
Unit.
15. No fence, wall or other enclosure shall be erected on the
Condominium Property, except as may have been installed by the Developer.
16. Notwithstanding anything to the contrary set forth in this Declaration,
the Articles or the Bylaws, this Article V may only be modified, altered and/or amended
by a vote of seventy-five (75%) percent of the Unit Owners, provided, however, that no
change, alteration or modification shall be made and no new or additional regulations
shall be set without the written approval of the Developer as long as the Developer own
one (1) or more Units.
17. No vehicle which cannot operate on its own power shall remain on
the outside parking areas for more than twenty-four (24) hours, and no repair of vehicles
shall be made thereon, except in emergencies, and except as otherwise provided in this
Article.
18. The Association shall have the right and power to adopt and
amend rules and regulations covering the details of the further operation and use of the
Condominium Property, especially with respect to the parking and landscaping;
provided, however, that no rule or regulation may prohibit or unreasonably impair any
activities which were or are being conducted by a Unit Owner if such activities were (i)
permitted prior to the adoption of the rule or regulation and (ii) being conducted by a
party who/which is a Unit Owner as of the time of such adoption.
19. The following uses of the Unit are prohibited:
• (a) Immoral activities, residential use, obnoxious manufacturing or
processing, encouragement of vermin, storage of materials
requiring lethal fumigation, manufacturing, processing or storage of
explosives;
• (b) Processing of food products or storage of meat, fish, seafood, or
fresh vegetables; automotive or vehicular repair (except tire repair
service), maintenance, painting, or remodeling; container storage;
restaurant; storage of hazardous materials; operation of printing
business; any business related to the care, storage, sale or treatment
of animals.
20. Parking Easement. The Developer hereby grants a non-exclusive
perpetual easement for parking and ingress and egress to the Unit Owners and their
successor and assigns over the Land ("Easement").
The Easement and all of the surface parking improvements thereon shall be
maintained by the Association and shall be used for parking and other purposes and
normal purposes for which the same are reasonably intended. The Association and Unit
Owners shall not be permitted to restrict or inhibit the uses and purposes for which the
Easement is intended. The parking spaces within the Easement shall be available for
use by all Unit Owners in the Condominium and their employees, agents and invitees.
The Association shall not take nor permit any action that would decrease the number
parking spaces currently available on the Condominium property unless required to do
so by governmental authority.
Notwithstanding anything set forth herein to the contrary, due to the fact that at the
time of the execution of this Declaration by the Developer some of the Units may be
occupied by parties other than the Developer who may have a right to exclusive use of
a portion of the Common Elements used for parking ("Existing Tenants"), the
Association shall have the right to grant exclusive use of certain parking spaces to the
owners of the Units which are occupied by the Existing Tenants; however, a Unit
Owner's right to exclusive use of parking spaces shall automatically terminate upon (i)
the transfer of a Unit from the Developer to said Unit Owner or (ii) upon the expiration
of the lease term set forth in the lease executed between the Existing Tenant and the
Developer, which term shall include any option term set forth in said lease provided the
right to extend the term of such lease is timely and properly exercised, but shall exclude
any extension of the term set forth in said lease wherein no option to extend the lease
term was included in the lease executed between the Existing Tenant and the
Developer.
ARTICLE VI
TAXES
Each Unit Owner shall be obligated to cause the real property taxes for its Unit to be
assessed separately by the appropriate governmental authority and to pay all real
property taxes so determined directly to the appropriate governmental authority. The
foregoing shall apply to all types of taxes and assessments, including special
assessments, which now are or may hereafter be assessed separately by law on each
Unit and the appurtenant interest in the Common Elements, or on the personal property
or other interest of the Unit Owner.
Each Unit Owner shall execute such documents and take such action as may
reasonably be specified by the Board to facilitate dealing with the appropriate
governmental authorities regarding real property taxes and any other taxes and
assessments. Each Unit Owner shall be obligated to pay directly to the Association as a
Common Expense, a proportionate share of any assessment by the Board for a portion
of taxes or assessments which may be assessed against the entire Condominium
Property or any part of the Common Elements as a whole and not separately. If, in the
opinion of the Board, any taxes or assessments may be a lien upon the entire
Condominium Property or a part of the Common Elements, the Board may pay such
taxes or assessments and shall assess the same to the Unit Owners in proportion to their
share of the Common Expenses of the Condominium. Such assessments by the Board
shall be secured by the lien rights of the Association described in and/or created by Article
VIII of this Declaration.
ARTICLE VII
SHARE OF COMMON EXPENSES
A. Percentage Share; Allocation. The Board shall have the right at any time in its
discretion to allocate to a Unit Owner assessments for a specific Common Expense
based upon such Unit Owner's use of its Unit; for example, the Board may determine
and allocate to a Unit Owner the proportion of janitorial maintenance or waste disposal
cost of its Unit which is allocable fairly to such Unit Owner based upon its use of such
Unit (without affecting the proportion of janitorial maintenance cost with respect to the
Common Elements otherwise allocable to such Unit Owner as part of its share of the
Common Expenses). The Board may in its discretion allocate Common Expenses based
upon a percentage of ownership or based upon square footage of a unit.
ARTICLE VIII
ASSESSMENTS FOR COMMON
EXPENSES
A. Method of Assessment. For the purposes of determining the assessments
for Common Expenses of the Condominium, the Board may, on behalf of the Unit
Owners, determine and assess for each year, the estimated aggregate amount of the
Common Expenses for each year. For the purpose of such determination, each year shall
be the fiscal year, except that the first year shall begin on the date upon which this
Declaration is filed among the Public Records and end on the 31st day of October of
said year. The Board may, from time to time during each year, make reasonable
adjustments in the assessments on the basis of actual costs incurred. As soon as
practicable after the end of each fiscal year, the aggregate amount of Common Expenses
actually incurred for said fiscal year may be determined by the Board.
B. Payment of Common Expenses. While the City of Opa-locka is the owner
of all units, payment of common expenses will be incurred and paid by the Developer.
Notwithstanding the foregoing, the assessments for each fiscal year, as determined and
allocated to each Unit Owner from time to time in accordance with its percentage share of
the Common Expenses as set forth in Exhibit "D" annexed to this Declaration, shall be
payable by the Unit Owner in twelve (12) equal installments in advance on or before
the first day of each month. Within ten (10) days after notice thereof from the Board,
the Unit Owners shall pay the amount by which actual expenses exceeded assessments
and shall receive a refund of any amount by which payments for assessments exceeded
actual expenses. Any omission or delay in determining assessments for any year shall
not relieve the Unit Owners from the liability for payment thereof; the Unit Owners,
pending such determination, shall pay twelve (12) equal installments of the assessment
for Common Expenses in accordance with the determination of such assessments for
the preceding year and, within ten (10) days after notice of the assessment for Common
Expenses for the current year, shall pay any deficiency.
C. Charges for Electrical Service. The Developer may obtain single feed
electrical service for each Unit. Each Unit may be separately metered for measuring the
electrical power usage of that Unit and each Unit shall pay their ow separate electrical
charge directly to the utility carrier (presently FLORIDA POWER AND LIGHT
COMPANY).
D. Liability for Assessments. The Owner of each Unit shall be personally
liable to the Association for the payment of all assessments and charges which may
be levied by the Association with respect to such Unit. No Owner of any Unit may
exempt himself from liability for any of the Common Elements, or by abandonment
of any Unit with respect to which the assessment or charge is levied, or in any other
way. The payment of an assessment for Common Expenses shall be in default if such
assessment or charge, or any installment thereof, is not paid to the Association on or
before the due date for such payment. When in default, the delinquent assessment or
delinquent installment or charge shall bear interest at the highest legal rate per
annum until such delinquent assessment or installment or charge thereon has been paid
in full, and the Owner shall be personally liable for interest on such delinquent
assessment or installment or charge as above provided, and for all costs of collecting
such assessment or installment or charge and interest thereon, including a reasonable
attomey's fee, whether or not suit be brought thereon.
E. Lien to Secure Payment of Common Expenses.
1. In the event that an assessment for Common Expenses with
respect to a Unit is due and unpaid, the Assessment shall be a lien (the
"Assessment Lien") upon the Unit (and the appurtenant undivided interests
in the Common Elements) to secure the sums due for all assessments now or
hereafter levied against the Owner of such Unit, together with any interest
due thereon, and all costs and expenses, including a reasonable attorney's fee
incurred by the Association in connection with the enforcement of the
Association's rights, and, further, to secure advances for taxes and payments
on account of superior mortgages, liens or encumbrances which may be paid
by the Association in order to preserve and protect its lien; for any such
advances made for such purposes, the Association shall be entitled to interest
on such advances at the highest legal rate per annum. All persons firms
or corporations which shall acquire, by whatever means, any interest in the
ownership of a Unit or who may be given or acquire a mortgage, lien or
other encumbrance thereon, are hereby placed on notice of the lien rights
granted to the Association under this Article VII, and shall acquire such
interest expressly subject to such lien rights.
2. The Assessment Lien shall be effective from and after the time of
recording in the Public Records of Miami -Dade County, Florida, a claim of lien stating
the description of the Unit encumbered thereby, the name of the record owner, the
amount due, and the date when due. Such claims of lien shall be signed by an officer
or managing agent of the Association and shall include only assessments which are due
and payable when the claim of lien is recorded, plus interest, costs, attomey's fees, and
advances to pay taxes and prior encumbrances and interest thereon. The lien shall
continue in effect until all sums secured by said lien shall have been fully paid. Upon
full payment of all said sums the lien shall be satisfied of record at the Unit Owner's
cost.
3. The Assessment Lien may be foreclosed in the same manner as real
estate mortgages, in which event the Association shall be entitled to rental from the
Owner of the Unit from the date on which the payment of any assessment or installment
becomes delinquent and to the appointment of a receiver for said Unit. Such rental shall
be equal to the rental charged on comparable space m the Condominium or in Miami -
Dade County, Florida.
4. In the event that an Institutional Lender, and its successors and
assigns, shall acquire title to a Unit by virtue of foreclosure, judicial sale or a
conveyance deed in lieu of foreclosure, the party acquiring title shall be obligated for (a)
the portion of assessments for Common Expenses due and payable subsequent to the
date of acquisition of title, and (b) for the unpaid assessments that became due prior to
the Institutional Lender's receipt of the Certificate of Title or deed, as applicable, limited
as provided for in Section 718.116 of the Florida Statutes. The amount of assessments
for which the party acquiring title is not liable shall be absorbed and paid by all Unit
Owners as a part of the Common Expenses; and the delinquent Unit Owner shall remain
liable to the Association for such amount. Nothing herein shall release or be construed
as releasing the enforcement of collection of amounts from the delinquent Unit Owner
by means other than foreclosure.
F. Statement as to Assessment. Whenever a Unit is to be leased, sold
or mortgaged by its Owner, the Association, upon written request of such Unit
Owner, shall furnish to the proposed lessee, purchaser or mortgagee, a statement (upon
which he may rely) signed by an officer of the Association or its managing agent,
verifying the status of assessments due and payable to the Association with respect to
such Unit.
G. Special Assessments. All expenses for maintenance, repair or
replacement of Common Elements shall be treated as and paid for as a Common
Expense of the Condominium unless otherwise specifically provided in this
Declaration and Exhibits annexed hereto; however, in the event such maintenance,
repair, or replacement is caused by the negligence or misuse of an Owner, its employees,
guests or invitees, such Owner shall be responsible therefore, and the Association shall
have the right to levy a special assessment against such Owner for such expense.
H. Action at Law to Collect Assessments. Institution of a suit at law to
attempt to effect collection of payments of delinquent assessments shall not be deemed
to be an election by the Association which shall prevent it from thereafter seeking, by
foreclosure, enforcement of the collection of any sums remaining owing to it, nor shall
proceedings by foreclosure to attempt to effect such collection be deemed to be an
election by the Association precluding the institution of a suit at law to attempt to effect
collection of any sum then remaining owing.
I. Liability of Grantee for Assessments. In any voluntary conveyance of
a Unit, the grantee shall be jointly and severally liable with the granter for all unpaid
assessments with respect to such Unit made prior to the time of the conveyance, without
prejudice to the rights of grantee to recover from granter the amounts paid by grantee
therefor.
J. Developer's Liability of Assessments. The Developer shall be
excused from the payment of the share of the Common Expenses and assessments
related to Units it is offering for sale for a period beginning with the recording of this
Declaration and ending the first (1st) day of the fourth (4th) calendar month following
the month in which the closing of the purchase and sale of the first Unit occurs.
However, the Developer must pay the portion of Common Expenses incurred during
the above -described period which exceeds the amount assessed against all other Unit
Owners.
K. Lien to Secure Payment of Liabilities. "Liabilities" affecting any Unit
shall mean all sums due to the Association on account of unpaid assessments for
Common Expenses against such Unit or the Owner thereof, together with (a) interest
thereon; (b) the reasonable attorney's fees incurred by the Association incident to the
collection of such assessments and the enforcement of the Assessment Lien against
such Unit; (c) rentals with respect to such Unit which may be due to the Association
during the period of foreclosure of the Assessment Lien as provided in this article
and in Section 718.116 of the Condominium Act; and (d) any monies which the
Association shall have expended to cure defaults under any mortgage against such Unit
having priority over the Assessment Lien.
L. Entitlement to Occupancy. Any person or entity that acquires an interest
in a Unit, except an Institutional Lender or a person or entity acquiring title to a Unit
by virtue of a foreclosure, judicial sale or a conveyance deed in lieu of foreclosure,
shall not be entitled to occupancy of the Unit or enjoyment of the Common Elements
until such time as all unpaid assessments due and owing have been paid.
ARTICLE IX
LEASE OR SUBLEASE OF SPACE
Lease of Units. A Unit Owner desiring to lease, sublease or otherwise transfer its Unit shall,
subject to the provisions of this Article IX, effect such transfer by leasing or subleasing said
Unit which includes that Unit's undivided interest in the Common Elements, such interest is
deemed conveyed or encumbered, as the case may be, with the Unit to which such interest is
appurtenant, and any attempt to separate the title of a Unit from the undivided interest in the
Common Elements appurtenant thereto shall be null and void. An encumbrance of a portion of
a Unit shall include the corresponding portion of that Unit's interest in the Common Element. The
Developer shall have the right to approve any lease or sublease for any unit. Any lease or sublease
which is not approved by the Developer shall be null and void and shall confer no right or title
in the party acquiring such interest.
ARTICLE X
OPERATION OF THE CONDOMINIUM
A. The Operating Entity. OPA-LOCKA MUNICIPAL
COMPLEX CONDOMINIUM, INC., a Florida not for profit corporation,
organized and existing under the laws of the State of Florida, shall be the
entity responsible for the operation of the Condominium. Such Association
shall have all of the powers and duties set forth under Florida law, including
the Condominium Act, as well as all of the powers and duties granted to or
imposed upon it by this Declaration, and the Articles of Incorporation (the
form of which is annexed hereto as Exhibit "E") and Bylaws of the Association,
and all of the powers and duties necessary to operate the Condominium as set
forth therein.
B. Bylaws of the Association. The operation of the
Condominium shall be governed by the Bylaws of the Association, a copy
of which are annexed to this Declaration as Exhibit "F". The Bylaws may be
amended in the manner provided for therein, but no amendment shall be
adopted which would affect or impair the validity or priority of any mortgage
covering any Condominium Unit, alter the provisions of the Bylaws with
respect to institutional mortgages of record, or change the rights and
privileges of the Developer without its prior written approval.
ARTICLE XI
REPAIR AND MAINTENANCE BY THE ASSOCIATION
A. Repair and Maintenance. The responsibility of the Association for repair and
maintenance of the Condominium include:
1. All Common Elements including exterior walls of the Building.
2. All portions of Units which contribute to the support of the Building,
including main bearing walls, but excluding painting, wallpaper,
decoration or other work on the interior surfaces of walls, ceilings and
floors of Units.
3. All damage caused by work done by the Association.
B. Rights of Access to Units. The Association shall have the right on behalf of
all Unit Owners to have access to any Unit from time to time during reasonable house
with notice, if practical, to inspect same, to remove violations therefrom, to maintain,
repair or replace any portion of the Common Elements, and to do other things necessary
for the operation of the Condominium Property or for making emergency repairs in such
Unit to prevent damage to the Common Elements or to another Unit. Such entries shall
be made with as little inconvenience to the Owner of the Unit as practicable.
1. Mechanics' Liens. In the performance of any labor or the furnishing
of any material to a Unit, under the direction of the Association, no liens shall be
established nor shall such work give rise to the basis for filing a mechanic's lien against
the Unit of an Owner except for such work performed for emergency repair. Nothing
herein contained shall prevent a mechanic's lien from being filed against the Unit of an
Owner who expressly consents in writing that the work be done.
ARTICLE XII
WORK AND MAINTENANCE BY UNIT OWNERS
Each Unit Owner shall keep the interior of its Unit and all plumbing,
electrical and other such fixtures and other appurtenances in good order and repair and
shall be responsible for damage or loss caused by its failure to do so. Each Unit Owner
shall also be responsible for any damage caused to the Common Elements by its
negligent use thereof. Each Unit Owner shall have the right, at its own cost and expense,
to install and remove partitions, to paint, paper, panel, plaster, tile, finish and do other
such work on the interior surfaces of the ceilings, floors, walls and divider walls of its
Unit, to substitute new finished surfaces for the finished surfaces then existing on said
ceilings, floors, walls, and divider walls, and to finish, alter, or substitute any plumbing,
electrical or other such fixtures attached to said ceilings, floors, or walls; provided,
however, that this provision shall not be construed as permitting interference with or
damage to the structural integrity of the Building, interference with the operation and
use of the electrical and plumbing systems within the Building, interference with the
use and enjoyment of the Common Elements by other Unit Owners or of the divider
wall used by an adjoining Unit Owner, or construction or removal of a divider wall
except in accordance with Article III above.
ARTICLE XIII
ADDITIONS AND ALTERATIONS TO
THE COMMON ELEMENTS
Cost of Additions and Alterations. Except as otherwise provided in this Article
XII, unless authorized by the Association and approved by not less than seventy-five
percent (75%) of the Owners of the Condominium (as such percentage of Unit Owners
is determined in accordance with Article XIV of this Declaration) and by those
Institutional Lenders whose mortgages encumbering units represent at the time not less
than seventy percent (70%) of the total unpaid principal indebtedness on said Units, no
additions or alterations to the Common Elements shall be made if the cost thereof is in
excess of ten percent (10%) of the annual budget for the Common Expenses of the
Condominium without Board approval. No addition or alteration shall be made if it shall
adversely affect any Unit Owner, unless such Owner's prior consent shall have been
obtained. The cost of additions or alterations to the Common Elements may be assessed
as Common Expenses, except that the cost of any such additions or alterations which
are substantially or exclusively for the benefit of the Unit Owner (s) requesting same
shall be assessed against and collected solely from such Unit Owner(s), and the
assessment shall be levied in such proportions as may be determined to be fair and
equitable by the Board.
ARTICLE XIV
REGISTRATION OF
OWNERS AND MORTGAGES
In the event of the sale or other transfer of a Unit by a Unit Owner, the transferee
shall be responsible for notifying the Association in writing for inclusion in the
Association's registry of Unit Owners of the transferee's interest in such Unit, together
with such recording information as shall be pertinent to identify the instrument by which
such transferee acquired its interest. Further, each Unit Owner shall notify the
Association, promptly following consummation of the transaction, of the name of all
parties holding a mortgage lien upon its Unit and the amount of such lien, and, promptly
following the recording of the lien instrument, the recording information pertinent to
identify same. The holder of any mortgage lien upon a Unit may notify the Association
of the existence thereof and upon receipt of such notice, the Association shall register
in its records all pertinent information regarding same.
ARTICLE XV
DETERMINING PROPORTION OF UNIT OWNERS:
MEETINGS OF UNIT OWNERS: VOTING
A. Proportion of Unit Owners. Whenever a proportion of Unit Owners is
referred to in this Declaration or in the Articles of Incorporation or Bylaws of the
Association, it shall mean the Unit Owners of that proportion of the undivided interest
in the Common Elements of the Condominium as such ownership interests are set forth on
Exhibit "D" annexed to this Declaration. Thus, whenever the term "majority of the Unit
Owners" is used herein or in the Articles of Incorporation or Bylaws of the Association, it
shall mean the Unit Owners of a majority of the undivided interests in the Common
Elements of the Condominium.
B. Meetings of Unit Owners. Meetings of Unit Owners for the purpose of
amending this Declaration or for other proper purposes requiring the vote of the Unit
Owners of the Condominium shall be called and held in accordance with the Bylaws of
the Association.
C. Voting by Owners: Proxies. Each Unit Owner shall be a member of the
Association. As used in this Declaration, the phrase "Unit Owner" shall be synonymous
with the word "member". There is hereby allocated one (1) vote to each of the
condominium parcels, to be exercised by the owner of the Unit. Whenever any Unit is
not owned by one natural person, such as by a corporation, trust, partnership or any
other form of legal entity, the owners or entity shall file a "Voting Certificate" with the
Secretary of the Association designating the person who shall have the authority to vote
or casts ballots on behalf of the Unit. The Voting Certificate shall be effective for that
Unit until it is revoked or changed by a subsequent Voting Certificate. However, in the
absence of a Voting Certificate, any one of the joint owners may cast the vote and it
shall be presumed valid unless another of the joint owners shall notify the Association
in writing before the start of counting the ballots that there is a dispute between the joint
owners over who has the right to cast the vote, in which case none of the votes from
that Unit will be counted unless the disputing owners are present at the meeting, in
person or by proxy, and resolve the dispute between them before the counting of ballots
begins.
ARTICLE XVI
RIGHTS OR INSTITUTIONAL LENDERS
HOLDING FIRST MORTGAGES
A. For so long as any Institutional Lender shall hold a first mortgage upon any
Unit, or shall be the Owner of any Unit, such Institutional Lender shall, subject to the
conditions precedent in Paragraph XVI, have the following rights:
1. To be furnished, promptly after its preparation, with a copy of the
annual financial statement or similar report of the Association prepared by certified
public accountants designated by the Association.
2. To be given notice by the Association of the call of any meeting of
the membership to be held for the purpose of considering a proposed amendment to
this Declaration, or to the Articles of Incorporation or the Bylaws of the Association
which notice shall state the nature of the amendment being proposed.
3. To be given notice by the Association of the default in the payment
of Common Expenses by an Owner of a Unit encumbered by that Institutional Lender's
mortgage.
B. The provisions of Paragraph XVI.A shall be applicable only after the
Institutional Lender shall serve written notice upon the Association identifying the Unit
which it owns or upon which it holds a mortgage, identifying such mortgage, and
designating the place to which notices are to be given to the Association.
ARTICLE XVII INSURANCE
A. Insurance Obtained by Association.
The City of Opa-locka on behalf of the Association shall obtain and maintain, to the extent
available, insurance on the Building and all other insurable improvements upon the Land
of the Condominium and all of the machinery, equipment and other personal property for
common use. Coverage for the Condominium shall include the following:
1. Casualty or physical damage insurance in an amount equal to full
insurable replacement value of the Building, excluding excavation and foundation
costs, as determined annually by the Board with the assistance of the insurance company
affording such coverage. All policies of casualty or physical damage insurance shall
provide that such policies may not be canceled or substantially modified without at
least ten(10) days prior written notice to all of the insured, including all first mortgagees
of Units, and that certificates of such insurance and all renewals thereof, together with
proof of payment of premiums, shall be delivered to all Unit Owners and their first
mortgagees at least ten (10) days prior to the expiration of the then current policies.
Coverage thereunder shall, if available and if deemed appropriate by the Association,
afford protection against the following:
a. Loss or damage by fire and other hazards covered by
the standard extended coverage endorsement together with coverage for the payment of
Common Expenses with respect to damaged Units during the period of
reconstruction.
b. Such other risks as from time to time customarily shall be
covered with respect to buildings similar in construction, location and use, including but
not limited to vandalism, malicious mischief, windstorm, water damage, boiler and
machinery explosion or damage, and such other insurance as the Board may determine.
The policies providing such coverage shall provide that, notwithstanding any provisions
thereof which will give the carrier the right to elect to restore damage in lieu of making
a cash settlement, such option shall not be exercisable without the approval of the
Association nor if in conflict with the terms of this Declaration, and shall not be
terminated for nonpayment of premiums without at least ten (10) days prior notice,
and, for any other reason, without at least thirty (30) days prior notice, to all of the
insured, including each first mortgagee of Units indicated on such policies.
2. Public liability insurance in such amounts and in such forms as
shall be required by the Association with coverage to include water damage, legal
liability, hired automobile, non -owned automobile and off- premises employee
coverages.
3. Workmen's compensation insurance to meet the legal statutory
requirements.
4. Fidelity insurance covering those employees of the
Association and those agents and employees hired by the Association who
handle Association funds, in an amount determined by the Board.
B. Master Policies. The City of Opa-locka, on behalf of the Association,
shall obtain insurance for all Units owned by the city of Opa-locka with loss thereunder
paid to the City of Opa-locka. For any units not owned the City of Opa-locka, the
Association may obtain master policies of insurance which shall provide that the loss
thereunder may be paid to an insurance trustee under this Declaration. Certificates of
Insurance shall be issued which indicate on their face that they are a part of such master
policies of insurance covering all Units of the Condominium and the Common
Elements. A Certificate of Insurance with proper mortgagee endorsements may be
issued to each Owner and the original thereof shall be delivered to the first mortgagee or
to the Unit Owner if there is no such mortgage. The Certificate shall provide that
improvements to Units which may be made by a Unit Owner shall not affect the valuation
for the purpose of the insurance of the Building and other improvements upon the Land.
Such master insurance policies and certificates shall contain provisions to the effect that
(1) the insurer waives its right to subrogation as to any claim against the Board, its agents
and employees, Unit Owners, their respective employees, agents and guests, and of any
defense based on invalidity arising from the acts of the insured, and (2) the insurer shall
not be entitled to contribution from casualty insurance which may be purchased by Unit
Owners as permitted thereunder. The original master policy of insurance shall be
deposited with the insurance trustee and a memorandum thereof shall be deposited with
any first mortgagee who may require same. The insurance trustee shall acknowledge
that the insurance policies and any proceeds thereof will be held in accordance with the
terms hereof. The Association, at least thirty (30) days prior to the expiration date of
any such policies, shall pay, for the benefit of the Unit Owners and each first mortgagee,
the premiums for the insurance required hereunder to be carried, and will notify each
first mortgagee of such payment within ten (10) days after the making thereof.
C. Insurance Proceeds. All proceeds payable as a result of casualty losses
sustained which are covered by insurance purchased by the Association shall be paid to
the insurance trustee. All proceeds payable as a result of casualty losses sustained which
are covered by insurance purchased by the City of Opa-locka on behalf of the
Association shall be paid to the City of Opa-locka. The sole duty of the insurance trustee
shall be to receive such proceeds as are paid and to hold same in trust for the purposes
provided in this Declaration, and for the benefit of the Unit Owners and their respective
mortgagees. Where a mortgagee endorsement appears on the Certificate of Insurance,
distributions of proceeds made by the insurance trustee shall be to the Unit Owner and
its mortgagee jointly. Each Unit Owner shall be deemed to have delegated to the
insurance trustee its right to adjust with the insurance companies for all losses under
policies purchased by the Association.
D. Insurance Obtained by Owners. Each Owner may obtain additional
insurance at its own expense affording coverage upon its Unit, leasehold
improvements, additions and alterations, personal property and for its liability, but
all such insurance shall provide that it shall be without contribution from the casualty
insurance purchased by the Association. If a casualty loss is sustained and there is a
reduction in the amount of the proceeds which would otherwise be payable on the
insurance purchased by the Association due to purchase by the Owner of additional
insurance as referred to hereunder, the Unit Owner shall assign the proceeds of such
insurance to the extent of the amount of such reduction, to the Board to be distributed
as herein above provided.
ARTICLE XVIII
RECONSTRUCTION OR REPAIR OF CASUALTY DAMAGE
Funds for Reconstruction or Repair. Immediately after a casualty causing damage to property for
which the Association has the responsibility of maintenance and repair, the Association shall obtain
reliable and detailed estimates of the cost to replace the damaged property in condition as good as
that before the casualty. Such costs may include professional fees and premiums for such bonds as
the Association desires. Except as otherwise provided herein, damage to or destruction of the
Building shall be promptly repaired and reconstructed by the Association substantially in
accordance with the original plans and specifications, using proceeds of insurance on the Building for
that purpose as provided herein, and any deficiency shall constitute Common Expenses. The
action of the Association in proceeding to repair or reconstruct damaged property shall not
constitute a waiver of any rights against a Unit Owner or another for committing willful or
malicious damage. The proceeds of insurance collected on account of casualty, and the
sums received by the Association from collection of assessments against Unit Owners an
account of such casualty, shall constitute a construction fund which shall be disbursed
in payment of the costs of reconstruction and repair as determined by the Board.
ARTICLE XIX EMINENT DOMAIN
A. Notification to Mortgagees. The Association, upon obtaining
knowledge of the institution or threat of institution of any proceeding or other action
with respect to the taking in condemnation of any portion of Units or Common
Elements, shall notify first mortgagees listed in the Association's records as holding
liens on any Unit, Such mortgagee may, at its option, participate in negotiations in
connection there with or may, if permitted by the court having jurisdiction,
participate in any such proceeding or action.
B. Award and Restoration. In the event of a taking in condemnation or
by eminent domain of part or all of the Common Elements, the award made for such
taking shall be payable to the Association. In the event the repair and restoration of
the Common Elements shall, in the opinion of the Board, be essential to the operation
of the Condominium, or in the event a majority of the Unit Owners duly and
promptly approve such repair and restoration, the Board shall arrange for same, and
shall disburse the proceeds of such award to the contractors engaged in such repair
and restoration in appropriate progress payments; in the event that a majority of the
Unit Owners do not approve the repair and restoration of the Common Elements, the
Board shall disburse the net proceeds of such award in the same manner as insurance
proceeds where there is no repair or restoration of damage.
C. Partial Taking of Unit. Where part of a Unit has been taken by
eminent domain and a majority of the Unit Owners duly approve the repair and
restoration of the Unit and, if affected, Common Elements, the Board shall adjust
such loss with the affected Unit Owner, including but not limited to the payment of
compensation of the Owner's undivided interest in the Common Elements. Any such
settlement shall n ot be effective unless approved by the first mortgagee of the
affected Unit, a majority of the Unit Owners, and the Developer if it shall then be an
Owner. In no event shall the Board be required to make any payments in excess of
that portion of the overall condemnation award that is reasonably attributable to such
Owner's loss. In no event shall the Board be required to make any payments prior to
receipt of sufficient funds for such purpose from the condemning authority. However,
nothing contained herein shall prohibit the Board from making in advance a partial
payment to such Owner when the Board, in its discretion, deems such advance or
partial payment to be reasonable and proper. Nor shall anything contained herein be
deemed to relieve such Owner of the obligation to contribute to the repair or
restoration of the Building and Common Elements, although the Board may, in a
proper case, reduce the amount of such obligation or eliminate same.
D. Trade Fixtures. Where all or part of the Condominium is taken by
eminent domain, each Owner shall have the exclusive right to claim all of the award
made for trade fixtures installed by such Owner, and any relocation, moving expense,
or other allowance of a similar nature designated to facilitate its relocation.
E. Trustee. The Board shall act as trustee of all funds received by it
as a result of eminent domain or condemnation proceedings.
ARTICLE XX
TERMINATION OF DECLARATION ON AND CONDOMINIUM
A. Voluntary Termination. This Declaration and the condominium regime
established herein may be voluntarily terminated at any time: (1) in the manner
provided for under the Condominium Act of the State of Florida; provided, however,
that the written consent of the Developer shall be required if it is the Owner of any
Unit; or (2) if the proposed voluntary termination is submitted to a meeting of the
Unit Owners, pursuant to proper notice, and is approved in writing within sixty (60) days
of said meeting by a majority of the Unit Owners, and by all Institutional Lenders
holding first mortgages upon Units.
B. Condemnation. This Declaration and the condominium regime
established herein shall be terminated by the taking of all or materially all of the
Condominium Property by eminent domain.
C. Destruction of the Building. Notwithstanding anything in this
Declaration to the contrary, in the event of fire or other casualty or disaster which
shall totally demolish the Building, or which shall destroy so much thereof as to
require, as determined by the Board, more than two-thirds (2/3) of the Building and
related improvements to be reconstructed, then this Declaration and the
condominium regime established herein shall terminate, unless the majority of Unit
Owners agree that the Building shall be reconstructed. Notwithstanding any of the
foregoing, the condominium regime established herein shall nevertheless terminate if
there exists any regulation or order of any governmental authority having jurisdiction
of the Condominium property which prevents reconstruction of the condominium.
Nothing herein contained shall be construed as releasing or in any manner changing
any obligation which under any insurance policy then existing may be owned to the
Association, for itself or for the benefit of Unit Owners.
D. Effects of Termination. If, in the foregoing events, this Declaration and
the condominium regime established herein shall be terminated, then a Certificate of
Resolution of the Board to that effect, and notice of the cancellation and termination
hereof, shall be executed by the President and Secretary of the Association in
recordable form and recorded in the Public Records of Miami -Dade County, Florida.
Upon termination, all of the Unit Owners shall be and become tenants in common
as to ownership the of real property of the former Condominium and in any then
remaining improvements thereon. The undivided interest in such real property and
remaining improvements held by each Owner shall be the same as was his undivided
interest in Common Elements, and the lien of any mortgage or other encumbrance
upon his Units shall attach to such undivided interest which the Owner shall hold as
tenant in common with all other Owners. In the event of termination due to
casualty, the Owners of all Units still fit for business occupancy shall, within sixty
(60) days from the date of recording of the Certificate, deliver possession of the
respective Units to the Association, upon which such Unit Owners and their
respective mortgagees as their interest may appear, together with all Owners of
Units unfit for business occupancy, shall become entitled to participate
proportionately in the distribution of the proceeds in the possession of the
Insurance Trustee. Such distribution of any insurance indemnity which may be due
under any policy of casualty insurance, as well as the assets of the Association, shall
be made by the insurance trustee to the Unit Owners and the mortgagees as their
respective interest may appear, in accordance with the Unit Owners' then undivided
interests in the real property and remaining improvements.
ARTICLE XXI
EXECUTION OF DOCUMENTS
The Developer's plan for the development of the Condominium may require
from time to time the execution of certain documents for the County of Miami- Dade,
or another governmental body or agency having jurisdiction of the Condominium
property. To the extent that said documents require the joinder of any or all Unit
Owners of the Condominium, each Unit Owner does hereby irrevocably nominate and
appoint (which nomination and appointment shall be coupled with an interest) the
Association or the Developer, or any of their officers individually, as its agent and
attorney -in -fact to execute said documents in its name, place, and stead.
ARTICLE XXII
ADDITIONAL PROVISIONS
A. Developer's Use of Common Elements. The Developer shall have the
right to use Units or portions of the Common Elements in leasing or renting Units in
the Building, including the right to use portions of the Common Elements for parking
for prospective tenants and such other parties as Developer may determine; to displace,
erect, store, keep and exhibit signs, billboards and placards; and to distribute audio and
visual promotional material upon the Common Elements of the Condominium
Property.
B. Governing Law. In the event a dispute or litigation arises between
parties whose rights and/or duties are affected or determined by this Declaration or
any of the Exhibits attached hereto, the laws of the State of Florida shall determine
the outcome thereof.
C. Notices. Unless otherwise provided herein, notices hereunder to Unit
Owners are required to be delivered either personally or by mail, addressed to such
Unit Owners at their place of business in the Condominium; and to the Developer or
the Association by mail at 780 Fisherman Street, Opa-locka, Florida, 33054, with a
copy to the City Attorney at 401 Avenue of the Arts, Ft. Lauderdale, Florida 33311.
All mailed notices shall be deemed and considered sent when mailed. Any party may
change its mailing address by written notice to the Association, which notice shall
become effective when duly receipted for by the Association.
D. Invalidity. In the event any term, provision or covenant of this
Declaration or any of the Exhibits annexed hereto shall be held partially or wholly
invalid or unenforceable, no other term, provision or covenant hereof shall be
affected, altered, modified or impaired thereby.
E. Gender. Whenever the context so permits, the use of the plural shall
include the singular and the singular shall include the plural and any gender shall be
deemed to include all genders.
F. Captions. Captions used herein are inserted solely as a matter of
convenience and shall not be relied upon or used in construing the effect of meaning of
the text.
G. Exhibits. Provisions set forth in any exhibit are hereby incorporated
herein by this reference to the extent required to be contained in this Declaration.
IN WITNESS WHEREOF, Developer has caused these presents to be
executed in its name this day of 2022.
Signed, sealed and delivered in the presence of
Opa-Locka Municipal Complex Condominium,
A Florida not -for-profit corporation
By: Darvin Williams, as Interim City Manager
Signature of 1St Witness
Printed Name of 1 st Witness
Signature of 2nd Witness
Printed Name of 2nd Witness
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this
day of
2022, by , the duly authorized Manager of Opa-Locka Municipal Complex
Condominium, a Florida not -for-profit corporation, who is personally known to me or has produced
as identification.
My Commission Expires:
NOTARY PUBLIC STATE OF FLORIDA
INSERT EXHIBIT A
LEGAL DESCRIPTION
INSERT EXHIBIT B
SURVEY
INSERT EXHIBIT C
DELINEATED UNITS
EXHIBIT F
BYLAWS OF
OPA-LOCKA MUNICIPAL COMPLEX CONDOMINIUM
ASSOCIATION, INC.
A Corporation Not for Profit
Under the Laws of the State of
Florida
1. Identify. These are the Bylaws of OPA-LOCKA MUNICIPAL
COMPLEX CONDOMINIUM, INC. (the "Association") a corporation not
for profit under the laws of the State of Florida, organized for the purpose
of administering that certain condominium located in Miami -Dade County,
Florida, and known as OPA LOCKA WAREHOUSE CONDOMINIUM.
1.1 Principal Office. The principal office of the Associations hall
be 780 Fisherman Street, Opa-locka Florida 33054, or at such other place as may be
subsequently designated by the Board of Directors. All books and records of the
Association shall be kept at its principal office.
1.2 Fiscal Year. The fiscal year of the Association shall be a
fiscal year beginning on October first and ending on September thirtieth of each year.
1.3 Seal. The seal of the Association shall bear the name of the
corporation, the word "Florida", the words "Corporation Not for Profit", and the year
of incorporation.
2. Definitions. For convenience, these Bylaws shall be referenced to as the
"Bylaws" and the Articles of Incorporation of the Association as the"Articles". The other
terms used in these Bylaws shall have the same definitions and meaning as those set
forth in the Declaration for the Condominium, unless herein provided to the
contrary, or unless the context otherwise requires.
3. Members. Members of the Board shall be the sitting members of the Opa-Locka City
Commission. The terms of office shall coincide with the terms of office for the City
Commission terms.
3.1 Annual Meeting. The annual Unit Owners meeting shall be held
on the date, at the place, and at the time, as determined by the Board of Directors from
time to time, provided that there shall be an annual meeting every fiscal year and
no later than thirteen (13) months after the last preceding annual meeting. The purpose
of the meeting shall be to elect Directors and to transact any other business
authorized to be transacted by the Owners.
3.2 Special Meetings. Special Unit Owners' meetings shall be held
at such places as provided for annual meetings and may be called by the
President or by a majority of the Board of Directors of the Association, and must
be called by the President or Secretary upon receipt of a written request of those
Unit Owners constituting a majority of the ownership interest in the Common
Elements. The business conducted at a special meeting shall be limited to that
stated in the notice of the meeting.
3.3 Notice of Meeting. Unless a Unit Owner waives in writing the
right to receive notice of the annual meeting or special meeting by mail, a
notice of the annual meeting or special meeting stating the time, place and
purpose thereof shall be sent by the President or Secretary by mail to the address
of the Unit Owner as it appears on the roster of Unit Owners, and unless not
required by the Condominium Act, the post office.
3.4 Quorum. A quorum at Unit Owners' meetings shall consist of
persons entitled to cast (either personally or by proxy) a majority of the ownership
interest in the Common Elements.
3.5 Voting.
(a) Number of Votes. Unit Owners shall be entitled to
cast votes as determined in accordance with the Declaration.
(b) Required Vote. The acts approved by a majority of the
votes present in person or by proxy at a meeting at which a quorum shall 'be present
shall be binding upon all Unit Owners for all purposes except where otherwise
preserved by law, the Declaration, the Articles of Incorporation or these Bylaws.
(c) Designation Voting Owner. If a Unit is owned by one
person, his right to vote shall be established by the roster of Unit Owners. If a Unit is
owned by more than one person, or it is under lease, the person entitled to cast the vote
for the Unit shall be designated by a certificate signed by all of the record owners of the
Unit according to the roster of Unit Owners and filed with the Secretary of the
Association. If a Unit is owned by a corporation, the person entitled to cast the vote for
the Unit shall be designated by certificate signed by the President or Vice -President and
attested by the Secretary or Assistant Secretary of the corporation and filed with
the Secretary of the Association. If a Unit is owned by a general or limited
partnership, the person entitled to cast the vote for the Unit shall be
designated by a certificate signed by the partners of the general partners or
by the general partner of the limited partnership and filed with the Secretary
of the Association. Those certificates shall be valid until revoked or until
superseded by a subsequent certificate or until a change in the ownership of
the unit concerned. A certificate designating the person entitled to cast the
vote for a Unit may be revoked by any Owner of a share in the Unit. Proxies.
Votes may be cast in person or by proxy. A proxy may be made by any person entitled
to vote and shall be valid only for the particular meeting designated in the proxy. A
proxy must be filed in writing, signed by the voting member generating the proxy and
filed with the Secretary before the appointed time of the meeting, or before the time to
which the meeting is adjourned.
3.6 Adjourned Meetings. If any meeting of members cannot be
organized because a quorum has not attended, the members who are present, either in
person or by proxy, may adjourn the meeting from time to time until a quorum is present,
provided notice of the adjourned meeting is given in the manner required for notice of
meetings.
3.7 Order of Business. The order of business at annual members' meetings
and as far as practical at other members' meetings, shall be:
(a) Call to order by President;
(b) Election of chairman of the meeting;
(c) Calling the roll and certifying of proxies;
(d) Proof of notice of the meeting or waiver of notice;
(e) Reading and disposal of any unapproved minutes;
(f) Reports of officers;
(g) Reports of committees;
(h) Appointment of inspectors of election;
(i) Determination of number of Directors;
(j) Election of Directors;
(k) Unfinished business;
(1) New Business;
(m) Adjournment.
3.8 Minutes of Meeting. The minutes of all meetings of Unit Owners shall be
kept in a book available for inspection by Unit Owners of their authorized
representative and Board members at any reasonable time. The Association shall
retain these minutes for a period of not less than seven years.
4. Directors.
4.1 Membership. The affairs of the Association shall be managed by a Board
of not less than three ( 3 ) nor more than five (5) Directors, the exact number to be
determined from time to time upon vote of a majority of the Unit Owners. The Opa-
locka Commission shall appoint individuals to serve as directors. Directors shall be
residents of the City of Opa-locka.
4.2 Election of Directors. Election of Directors shall be conducted in the
following manner:
(a) Election of Directors shall be held at the annual meeting.
(b) The City Commission for the City of Opa-locka shall appoint
the Board of Directors not less than thirty (30) days prior to the annual members'
meeting. The commission shall nominate one person for each commissioner then
serving.
(c) The election shall be by ballot (unless dispensed by unanimous
consent) and by a plurality of the votes cast, each person voting being entitled to cast
his votes for each of as many nominees as there are vacancies to be filled. There
shall be no cumulative voting.
(d) Except as to vacancies provided by removal of Directors by Unit
Owners, vacancies in the Board of Directors occurring between annual meetings of
Owners shall be filled by the remaining Directors.
(e) Any director may be removed by the City Commission by two-
thirds vote of the City Commission for the City of Opa-locka. The vacancy in the Board of
Directors so created shall be filled by the vote of the City Commission at the same
meeting.
(f) Provided, however that until a majority of the Directors are
elected by the Unit Owners other than the Developer of the Condominium, neither the
first Directors of the Association nor any Directors replacing them nor any Directors
named by the Developer shall be subject to removal by members other than the
Developer. The first Directors and Directors replacing them may be removed by the
Developer.
4.3 Term. The term of each Director's service shall extend until the next
annual meeting of the Board and subsequently until his successor is duly elected and•
qualified or until he is removed and replaced by the City Commission in the manner
provided.
4.4 Organizational Meeting. The organizational meeting of a newly- elected
Board of Directors may be held within ten (10) days of their election at such place and time
as shall be fixed by the Directors at the meeting at which they are elected, and no further
notice of the organizational meeting shall be necessary.
4.5 Regular Meetings. Regular meetings of the Board of Directors may be
held at such time and place as shall be determined, from time to time, by a majority of
the Directors. Notice of regular meetings shall be given to each Director, personally or by
mail, telephone or telegraph, and shall be transmitted at least three (3) days prior to the
meeting. Regular meetings of the Board of Directors shall be open to all Unit Owners
and notice of such meetings shall be posted conspicuously at the Condominium Property
forty-eight (48) hours in advance for the attention of the members of the Association
except in the event of an emergency.
4.6 Special Meetings. Special meetings of the Directors may be called by
the President and must be called by the President or Secretary at the written request of
one-third (1/3) of the Directors. Notice of the meeting may be given personally or by
mail, telephone or telegraph, which notice shall state the time, place and purpose of the
meeting, and shall be transmitted not less than three (3) days prior to the meeting.
Special meetings of the Board of Directors shall be open to all Unit Owners and notice
of a special meeting shall be open to all Unit Owners and notice of a special meeting
shall be posted conspicuously at the Condominium property forty-eight (48) hours in
advance for the attention of the members of the Association except in the event of an
emergency.
4.7 Waiver of Notice. Any director may waive notice of as meeting before
or after the meeting and that waiver shall be deemed equivalent to the giving of notice.
Attendance by any Director at a meeting shall constitute a waiver of notice of such
meeting, except when his attendance is for the express purpose of objecting at the
beginning of the meeting to the transaction of business because the meeting is not
lawfully called.
4.8 Quorum. A quorum at Directors' meetings shall consist of a majority
of the entire Board of Directors. The acts approved by a majority of those present at
a meeting at which a quorum is present shall constitute the acts of the Board of
Directors, except when approval by a greater number of Directors is required by the
Declaration, the Articles of these Bylaws.
4.9 Adjourned Meetings. If at any meeting of the Board of Directors there
be less than a quorum present, the majority of those present may adjourn the meeting
from time to time until a quorum is present. At any adjourned meeting any business that
might have been transacted at the meeting as originally called may be transacted without
further notice.
4.10 Joinder in Meeting by Approval of Minutes. The joinder of a
Director in the action of a meeting by signing and concurring in the minutes of that
meeting shall constitute the presence of that Director for the purpose of determining a
quorum.
4.11 Presiding Officer. The presiding officer of the Directors' meetings shall
be the Chairman of the Board if such an officer has been elected; and if none, the
President shall preside. In the absence of the presiding officer, the Directors present shall
designate one of their number to preside.
4.12 Order of Business. The order of business at Directors' meetings shall be:
(a) Calling of roll;
(b) Proof of due notice of meeting;
(c) Reading and disposal of any unapproved minutes;
(d) Reports of officer and committees;
(e) Election of officers;
(f) Unfinished business;
(g) New business;
(h) Adjournment.
4.13 Minutes of Meeting. The minutes of all meetings of the Board of
Directors shall be kept in a book available for inspection by Unit Owners, or their
authorized representative and Board members at any reasonable time. The Association
shall retain these minutes for a period of not less than seven (7) years.
4.14 Executive Committee. The Board of Directors may, by resolution
duly adopted, appoint an Executive Committee to consist of three (3) or more members
of the Board of Directors. Such Executive Committee shall have and may exercise all of
the powers of the Board of Directors in management of the business and affairs of the
Condominium during the intervals between the meetings of the Board of Directors
insofar as may be permitted by law, except that the Executive Committee shall not
have power (a) to determine the common expenses required for the affairs of the
Condominium, (b) to determine the assessments payable by the Unit Owners to meet the
common expenses of the Condominium, (c)to adopt or amend the rules and regulations
covering the details of the operation and use of the Condominium Property or (d) to
exercise any of the powers set forth in subdivision (g) and (p) of Section 5 below.
5. Powers and Duties. The Board of Directors shall have the powers and
duties necessary for the administration of the affairs of the Condominium and may do
all such acts except such acts which by law, the Declaration or these Bylaws may not
be delegated to the Board of Directors by the Unit Owners.
Such powers and duties of the Board of Directors shall include, without limitation
(except as limited to elsewhere herein) the following:
(a) Operation, care, upkeep and maintenance of the Common Elements.
(b) Determination of the expenses required for the operation of the
Condominium and the Association.
(c) Collection of the assessments for Common Expenses from Unit
Owners required to pay same.
(d) Employment and dismissal of the personnel
necessary for the maintenance and operation of the Common Elements.
(e) Adoption and amendment of the Rules and Regulations
covering the details of the operation and use of the Condominium Property, subject to a
right of the Unit Owners to overrule the Board as provided in Section 12 hereof.
(f) Maintaining bank accounts on behalf of the Association and
designating the signatories required therefor.
(g) Purchasing, leasing or otherwise acquiring Units in the name of
the Association, or its designee.
(h) Purchasing Units at foreclosure or other judicial sales, in the
name of the Association, or its designee.
(i) Selling, leasing, mortgaging, or otherwise dealing with Units
acquired by, and subleasing Units leased by, the Association, or its designee.
(j) Organizing corporations to act as designees of the Association
in acquiring title to or leasing Units by the Association.
(k) Obtaining and reviewing insurance for the Condominium Property.
(1) Making repairs, additions and improvements to, or alterations of,
the Condominium Property, and repairs to the restoration of the Condominium Property,
in accordance with the provisions of the Declaration after damage or destruction by fire
or other casualty, or as a result of condemnation or eminent domain proceedings.
(m) Enforcing obligations of the Unit Owners, allocating profits and
expenses and doing anything and everything else necessary and proper for the sound
management of the Condominium.
(n) Levying fines against the Unit Owners for violations of the rules
and regulations established by it to govern the conduct of the Unit Owners.
(o) Borrowing money on behalf of the Association when required
in connection with the operation, care, upkeep, and maintenance of the Common
Elements; provided however, that (i) the consent of the majority of the Unit Owners,
obtained at a meeting duly called and held for such purposes in accordance with the
provisions of these Bylaws, shall be required for the borrowing of any sum in excess
of $20,000.00 (ii) no lien to secure repayment of any sum borrowed may be created on
any Unit without the consent of the Owner of such Unit. If any sum borrowed by the
Board of Directors on behalf of the Association• pursuant. to authority contained in this
subparagraph (o) is not repaid by the Association, a Unit Owner, who pays to the
creditor such proportion thereof as his interest in the Common Elements bears to the
interest entitled to obtain from the creditor a release of any judgment or other lien which
said creditor shall have filed or shall have the right to file against the Unit Owner's
Unit.
(p) Contract for the management of the Condominium and to
designate to such contractor such powers and duties of the Board of Directors as the
Board may deem appropriate in the circumstances, except those which may be required
by the Declaration and these Bylaws to have approval of the Board of Directors or other
Unit Owners; to contract for the management or operation of portions of the
Condominium Property susceptible to separate management or operation thereof; and
to grant concessions for the purpose of providing services to the Unit Owners.
(q) To exercise all powers specifically set forth in the Declaration,
the Articles of the Association, the Bylaws, and in the Florida Condominium Act, and
all powers incidental thereto.
6. Officers.
6.1 Executive Officers. The Executive Officers of the Association shall
be a President, who shall be a Director, a Vice President, who shall be a Director, a
Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected mutually
by the Board of Directors and who may be peremptorily removed at any meeting
by concurrence of a majority of all of the Directors. A person may hold more than
one office except that the President may not also be the Secretary or Assistant Secretary.
No person shall sign an instrument nor perform an act in the capacity of more than one
office. The Board of Directors from time to time shall elect such other officers and
designate their powers and duties as the Board shall find to be required to manage the
affairs of the Association.
6.2 President. The President shall be the chief executive officer of the
Association. He shall have all of the powers and duties that are usually vested in the office
of the President of an Association, including but not limited to the power to appoint
committees from among the members from time to time to assist in the conduct of the
affairs of the Association as he in his discretion may determine appropriate.
6.3 Vice President. The Vice President shall exercise the powers
and perform the duties of the President in the absence or disability of the President. He
also shall assist the President and exercise such other powers and perform such other
duties as shall be prescribed by the Directors.
6.4 Secretary. The Secretary shall keep the minutes of all
proceedings of the Directors and the members. He shall attend to the serving of all notices
to the members and Directors and other notices required by law. He shall have custody
of the seal of the Association and shall affix it to instruments requiring the seal when
duly signed. He shall keep the records of the Association, except those of the Treasurer,
and shall perform all other duties incident to the office of the Secretary of the Association
and as may be required by the Directors or the President.
6.5 Assistant Secretary. The Assistant Secretary shall exercise the
powers and perform the duties of the Secretary in the absence or disability of the
Secretary.
6.6 Treasurer. The Treasurer shall have custody of all property of
the Association, including funds, securities and evidence of indebtedness. He shall keep
books of account for the Association in accordance with good accounting practices,
which, together with substantiating papers, shall be made available to the Board of
Directors for examination at reasonable times. He shall submit a Treasurer's Report to
the Board of Directors at reasonable intervals and shall perform all duties incident to the
Office of Treasurer. All monies and other valuable effects shall be kept for the benefit
of the Association in such depositories as may be designated by a majority of the Board
of Directors. The City of Opa-locka's Finance Director shall serve as the Treasurer of
the Board.
7. Compensation. Neither Directors nor officers shall receive
compensation for their services as such, but this provision shall not preclude the Board
of Directors from employing a Director or officer as an employee of the Association nor
preclude the contracting with a Director or Officer for the management of the
condominium or for any other service to be supplied by such Director or Officer.
8. Resignations. Any Director or Officer may resign his post at any time
by written resignation, delivered to the President or Secretary, which shall take effect
upon its receipt unless a later date is specified in the resignation, in which event the
resignation shall be effective from such date. The acceptance of a resignation shall not
be required to make it effective.
9. Fiscal Management. The provision for fiscal management of the
Association set forth in the Declaration and Articles shall be supplemented by
the following provisions.
9.1 Budget.
(a) Adoption by the Board. The Board of Directors shall from time to time,
at least annually, prepare a budget for the Condominium, (which shall include all
applicable categories set forth in Florida Statutes §718.504(20)), determine the amount
of assessments payable by the Unit Owners to meet the expenses of the Condominium
and allocate and assess such expense among the Unit Owners in accordance with the
provision of the Declaration. The adoption of a budget for the Condominium shall
comply with the requirements hereinafter set forth:
(i) Notice of Meeting. A copy of the proposed budget of
common expenses shall be mailed or provided to each Owner not less than thirty (30)
days prior to the meeting of the Board of Directors at which the budget will be
considered together with a notice of that meeting indicating the time and place of such
meeting. The meeting shall be open to the Unit Owners.
(ii) Special Meeting of Unit Owners. If a budget is
adopted by the Board of Directors which requires assessment against the Unit Owners
in any year exceeding one hundred fifteen percent (115%) of such assessments for the
preceding year, as hereinafter defined, upon written application of twenty-five percent
{25%) of the Unit Owners, a special meeting of the Unit Owners shall be held within
thirty (30) days of delivery of such application to the Board of Directors or any member
thereof. Each Unit Owner shall be given at least ten (10) days -notice of said meeting.
At the special meeting Unit Owners shall consider and adopt a budget. The adoption of
said budget shall require a vote of not less than two-thirds (2/3) of the Unit Owners;
provided, however, that during the period that the Developer is entitled to elect a majority
of the Board of Directors, any revision by the Unit Owners of the budget shall require a
vote of Unit Owners not less than eighty percent (80%) of all the Units.
(iii) Approval by Membership. The Board of Directors may submit a proposed budget to the City
of Opa-locka's Commission for approval as part of the City's annual budgeting process. Should
the proposed budget be approved by a majority of the City Commission, it shall be approved
and adopted by the Board at the next available meeting.
(b) Determination of Budget Amount. In determining whether a budget requires
assessment against Unit Owners• in any year exceeding one hundred fifteen percent
(115%) of assessments for the preceding year, there shall be excluded in the
computations any authorized provisions for reasonable reserves made by the Board of
Directors in respect of repair or replacement of the Condominium Property or in
respect of anticipated expenses by the Association which are not anticipated to be
incurred on a regular or annual basis, and there shall be excluded from such
computation assessments for betterment to the Condominium Property.
9.2 Assessments. The City of Opa-locka may pay expenses incurred in the
operation and maintenance of the building and the common areas. However,
Assessments against the Unit Owners for their share of the items of the budget may be
made for the fiscal year annually in advance on or before December 20th preceding the
year for which the assessments are made. Such assessments shall be due in twelve (12)
equal installments, payable in advance on the first day of each month. If an annual
assessment is not made as required, an assessment shall be presumed to have been made
in the amount of the last prior assessment, and twelve (12) equal installments on such
assessments shall be due upon each installment payment date until changed by an
amended assessment. In the event the annual assessment proves to be insufficient, the
budget and assessments may be amended at any time by the Board of Directors. Unpaid
assessments for the remaining portion of the calendar year for which an amended
assessment is made shall be payable in as many equal installments as there are full
months of the calendar year left as of the date of such amended assessment, each such
monthly installment to be paid on the first day of the month, commencing the first day
of the next ensuing month.
9.3 Assessments for Charges. Charges by the Association against Unit
Owners for other than Common Expenses may be payable in advance. These charges
may be collected by assessment in the same- manner as Common Expenses, and when
circumstances permit, those charges shall be added to the assessment for Common
Expenses. Charges for other than the Common Expenses may be made only after
approval of a Unit Owner or when expressly provided for in the Declaration or the
Exhibits annexed thereto as the same may be amended from time to time, which charges
may include without limitation, charges for the use of the Condominium Property,
maintenance services furnished at the expense of a Unit Owner and other services
furnished for the benefit of a Unit Owner.
9.4 Assessments for Emergencies. Assessments for Common Expenses
of emergencies that cannot be paid from the annual assessments for Common Expenses
shall be due only after thirty (30) days -notice is given to the Unit Owners concerned
and shall be paid in such manner as the Board of Directors of the Association may
require in the notice of assessment.
9.5 Depository. The depository of the Association shall be such bank or
banks in the county, as shall be designated from time to time by the Directors and in
which the monies of the Association shall be deposited. Withdrawal of monies from
those accounts shall be only by checks signed by such persons as are authorized by the
Directors. 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 a majority of the
Board of Directors.
9.6 Acceleration of Assessment Installments Upon Default. If a Unit
Owner shall be in default in the payment of an installment upon an assessment, the
Board of Directors may accelerate the remaining installments of the assessment upon
notice to the Unit Owner, and then the unpaid balance of the assessment shall be due
upon the date stated in the notice, but not less than five (5) days after delivery of the
notice to the Unit Owner, or not less than ten (10) days after the mailing of such notice to
him by registered or certified mail, whichever shall first occur.
9.7 Audit. An audit of the accounts of the Association may be made from
time to time as directed by the Board of Directors. A copy of any audit report received
as a result of an audit shall be furnished to each member of the Association not less than
thirty (30) days after its receipt by the Board.
9.8 Accounting Records and Reports. The Association shall maintain
accounting records in the county, according to good accounting practices. The records
shall be open to inspection by Unit Owners or their authorized representatives at
reasonable times and written summaries of them shall be supplied at least annually. The
records shall include, but not be limited to(a) a record of all receipts and expenditures,
and (b) an account for each Unit designating the name and current mailing address of
the Unit Owner, the amount of each assessment, the dates and amounts in which the
assessments come due, the amount paid upon the account, and the balance due.
9.9 Application of Payment. All assessment payments by a Unit Owner
shall be applied as provided herein and in the Declaration.
10. Parliamentary Rules. Roberts Rules of Order (latest edition) shall govern the
conduct of the Association meetings when not in conflict with the Declaration, the
Articles or these Bylaws.
11. Amendments. Except as elsewhere provided otherwise, these Bylaws may be
amended in the following manner.
12. 1 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.
12.2 Adoption. A resolution for the adoption of a proposed amendment may
be proposed either by a majority of the Board of Directors or by not less than one-third
(1/3 ) of the Unit Owners. Directors and member not present in person or by proxy at the
meeting considering the amendment may express their approval in writing, providing
the approval is delivered to the Secretary at or prior to the meeting. The approvals must
be either
(a) by not less than two-thirds(2/3) of the Unit Owners and by not less
than a majority of the Board of Directors; or
(b) by not less than three -fourths (3/4) of the Unit Owners.
12.3 Proviso. No amendment may be adopted which would eliminate, modify,
prejudice, abridge, or otherwise adversely affect any rights, benefits, privileges or
priorities granted or reserved to the Developer or Mortgagees or Units without the
consent of said Developer and Mortgagees in each instance. No amendment shall be
made that is in conflict with the Articles or Declaration.
12.4 Execution and Recording. A copy of each amendment shall be attached
to a certificate certifying that the amendment was duly adopted as an amendment of the
Declaration and Bylaws, which certificate shall be executed by the President or Vice
President and attested by the Secretary or Assistant Secretary of the Association with the
formalities of a Deed. The amendment shall be effective when the certificate and copy
of the amendment are recorded in the public records of the county.
13. Rules and Regulations. Annexed hereto and made a part hereof are rules and
regulations concerning the use of portions of the Condominium. The Board of Directors
may from time to time modify, amend or add to such rules and regulations, except that
a majority of the Unit Owners present and voting at a meeting at which a quorum is
present may overrule the Board with respect to any such modifications, amendments or
additions. Copies of such modified, amended or additional rules and regulations shall be
furnished by the Board of Directors to each Unit Owner not less than thirty (30) days
prior to the effective date
thereof.
14. Construction. Whenever the context so permits, the singular shall include the
plural, the plural shall include the singular, and the use of gender shall be deemed to
include all genders.
15. Captions. T h e captions herein are inserted only as a matter of convenience and
for reference, and in no way define, limit or describe the scope of these Bylaws or the
intent of any provision hereof.
The foregoing was adopted as the Bylaws of OPA-LOCKA MUNICIPAL
COMPLEX CONDOMINIUM, INC., a corporation not for profit under the laws of the
State of Florida, on the day of , 2022.
Secretary
Approved:
President
EXHIBIT E
ARTICLES OF INCORPORATION FOR OPA-
LOCKA MUNICIPAL COMPLEX
CONDOMINIUM, INC.
The undersigned Subscribers by these Articles associate themselves for the
purpose of forming a corporation not for profit pursuant to the laws of the State of
Florida, and hereby adopt the following Articles of Incorporation:
ARTICLE 1
NAME
The name of the corporation shall be Opa-Locka Municipal Complex
Condominium, Inc. and the principal place of business shall be 780 Fisherman Street, Opa-
Locka, Florida 33054. For convenience, the corporation shall be referred to in this
instrument as the "Association", these Articles of Incorporation as the "Articles", and the
Bylaws of the Association as the "Bylaws".
ARTICLE 2
PURPOSE
The purpose for which the Association is organized is to provide an entity pursuant
to the Florida Condominium Act (the "Act") for the operation of that certain Condominium
located in Miami -Dade County, Florida, known as Opa-Locka Municipal Complex
Condominium, (the "Condominium").
ARTICLE 3
DEFINITIONS
The terms used in these Articles shall have the same definitions and meaning as
those set forth in the Declaration of the Condominium, unless herein provided to the
contrary, or unless the context otherwise requires.
ARTICLE 4
POWERS
The powers of the Association shall include and be governed by the following:
4.1 General. The Association shall have all of the common law and statutory
powers of a corporation not for profit under the laws of Florida that are not in conflict
with the provisions of these Articles or of the Act:
4.2 Enumeration. The Association shall have all the powers and duties set
forth in the Act except as limited by these Articles and the Declaration, and all of the
powers and duties reasonably necessary to operate the Condominium pursuant to the
Declaration, and as it may be amended from time to time, including but not limited to
the following:
(a) To make and collect assessments and other charges against
members as Unit Owners, and to use the proceeds thereof in the exercise of its powers and
duties.
(b) To buy, own, operate, lease, sell and trade both real and personal
property as may be necessary or convenient in the administration of the Condominium.
(c) To maintain, repair, replace, reconstruct, add to, and operate the
Condominium Property and other property acquired or leased by the Association for
use by Unit Owners.
(d) To purchase insurance upon the Condominium property and the
recreation area, and insurance for the protection of the Association, its officers,
directors, and members as Unit Owners.
(e) To make and amend reasonable rules and regulations for the
maintenance, conservation and use of the Condominium Property and for the health comfort,
safety and welfare of the Unit Owners.
(f) To approve or disapprove the leasing, transfer, mortgaging,
ownership and possession of Units as may be provided by the Declaration.
(g) To enforce by legal means the provisions of the Act, the
Declaration, these Articles, the Bylaws, and the rules and regulations for the use of the
Condominium Property.
(h) To contract for the management of the Condominium and any
facilities used by the Unit Owners, and to delegate to the party with whom such contract has
been entered into all of the powers and duties of the Association except those which require
specific approval of the Board of Directors or the membership of the Association.
(i) To employ personnel to perform the services required for proper
operation of the Condominium.
4.3 Condominium Property. All funds and the titles of all properties
acquired by the Association and their proceeds shall be held for the benefit and use of
the members in accordance with the provisions of the Declaration, these Articles and
the Bylaws.
4.4 Distribution of Income. The Association shall make no distribution of
income to its members, directors or officers.
4.5 Limitation. The powers of the Association shall be subject to and shall be
exercised in accordance with the provisions of the Declaration and the Bylaws.
ARTICLE 5
MEMBERS
5.1 Membership. The members of the Association shall consist of all of the
record owners of Units in the Condominium, and after termination of the Condominium
shall consist of those who are members at the time of the termination and their
successors and assigns.
5.2 Assignment. 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 Unit for which that share is held.
5.3 Voting. Voting rights on all matters as to which the membership shall
be entitled to vote are as provided in the Declaration and Bylaws.
5.4 Meetings. The Bylaws shall provide for an annual meeting of members,
and may make provision for regular and special meetings of members other than the
annual meeting.
ARTICLE 6
TERMS OF EXISTENCE
The Association shall have perpetual existence.
ARTICLE 7
SUBSCRIBERS
The names and addresses of the subscribers to these Articles are as follows:
ARTICLE 8 OFFICERS
The affairs of the Association shall be administered by the officers designated
in the Bylaws. The officers shall be elected by the Board of Directors of the Association
at its first meeting following the annual meeting of the members of the Association and
shall serve at the pleasure of the Board of Directors. The Bylaws may provide for the
removal from office of officers, for filling vacancies, and for the duties of the officers.
The names and addresses of the officers who shall serve until their successors are
designated by the Board of Directors are as follows:
President
Darvin Williams, Interim City Manager
780 Fisherman Street
Opa-locka, Florida 33054
Secretary
Sha'mecca Lawson, Assistant City Manager
780 Fisherman Street
Opa-locka, Florida 33054
Treasurer
Niema Walker, Finance Director
780 Fisherman Street
Opa-locka, Florida 33054
ARTICLE 9
DIRECTORS
9.1 Number and Qualification: The property, business and affairs of the
Association shall be managed by a board consisting of the number of directors
determined by the Bylaws, but which shall consist of not less than three (3) directors.
9.2 Duties and Powers. All of the duties and powers of the Association
existing under the Act, the Declaration, these Articles and the Bylaws shall be exercised
exclusively by the Board of Directors, its agents, contractors or employees, subject only
to approval by Unit Owners when that is specifically required.
9.3 Election: Removal. Directors appointed by the City of Opa-locka City
Commission shall serve until removed by the City Commission. Directors of the
Association shall be elected at the annual meeting of the members in the manner
determined by the Bylaws. Directors may be removed and vacancies on the Board of
Directors shall be filled in the manner provided by the Bylaws.
9.4 Term of Developer's Directors. The Developers of the Condominium
shall appoint the members of the first Board of Directors who shall hold office for the
periods described in the Bylaws.
9.5 First Directors. The names and addresses of the members of the first
Board of Directors who shall hold office until their successors are elected and have
qualified are as follows:
President
Darvin Williams, Interim City Manager
780 Fisherman Street
Opa-locka, Florida 33054
Secretary
Sha'mecca Lawson, Assistant City Manager
780 Fisherman Street
Opa-locka, Florida 33054
Treasurer
Niema Walker, Finance Director
780 Fisherman Street
Opa-locka, Florida 33054
ARTICLE 10
INDEMNIFICATION
10.1 Indemnity. 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 (other
than an action by or in the right of the Association) by reason of the fact that he is or
was a director, 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, had no reasonable cause to believe his conduct
was unlawful, except that no indemnification shall be made in respect of any claim,
issue or matters 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 judgement, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in the 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, had reasonable cause to believe that his conduct was
unlawful.
10.2 Expenses. To the extent that a director, officer, employee or agent of the
Association has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 10.1 above or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys' fees and
appellate attorneys' fees) actually and reasonably incurred by him in connection
therewith.
10.3 Approval. Any indemnification under Section 10.1 above (unless
ordered by a court) shall be made by the Association only as authorized in the
specific case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 10.1 above. Such determination shall
be made (a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b) if such
quorum is not obtainable, or, even if obtainable a quorum of disinterested directors
so direct, by independent legal counsel in a written opinion, or by a majority of the
members.
10.4 Advances. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Association in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in the specific
case upon receipt of an undertaking by or on behalf of the director, officer, employee
or agent 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.
10.5 Miscellaneous. The indemnification provided by this Article shall not be
deemed exclusive of any rights to which those seeking indemnification may be entitled
under any Bylaw, agreement, vote of members or otherwise, both as to action in his
official capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
10.6 Insurance. The Association shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the Association, or is or was serving at the request of the Association as a
director, 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, or 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 11
BYLAWS
The first Bylaws of the Association shall be adopted by the Board of Directors
and may be altered, amended or rescinded by the directors and members in the manner
provided by the Bylaws.
ARTICLE 12
AMENDMENTS
Amendments to these Articles shall be proposed and adopted in the following
manner:
12.1 Notice. Notice of the subject matter of a proposed amendment shall be
included in the notice of any meeting at which the proposed amendment is to be
considered.
12.2 Adoption. A resolution for the adoption of a proposed amendment may
be proposed either by a majority of the Board of Directors or by not less than one-third
(1/3) of the Unit Owners. Directors and members not present in person or by proxy at
the meeting considering the amendment may express their approval_ in writing,
providing the approval is delivered to the secretary at or prior to the meeting. The
approvals must be either:
(a) by not less than two-thirds (2/3) of the Unit Owners and by not less
than a majority of the Board of Directors; or
(b) by not less than three -fourths (3/4) of the Unit Owners.
12.3 Limitation. Provided, however, that no amendment shall make any
changes in the qualifications for membership nor in the voting rights or property rights
of members, nor any changes in Section 4.3, 4.4 and 4.5 or Article 4, entitled "Powers",
without approval in writing by all members and the joinder of all record owners of
mortgages upon Units. No amendment shall be made that is in conflict with the Act or
the Declaration, nor shall any amendment 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, or an affiliate of the Developer, unless the Developer shall
join in the execution of the Amendment.
12.4 Recording. A copy of each amendment shall be filed with the
Department of State pursuant to the provisions of the applicable Florida Statues, and a
copy certified by the Department of State shall be recorded in the public records of
Miami -Dade County, Florida.
ARTICLE 13
INITIAL REGISTERED
OFFICE ADDRESS AND NAME
OF REGISTERED AGENT
The initial registered office of this corporation shall be at 780 Fisherman Street,
Opa-locks, Florida 33054, with the privilege of having its office and branch offices at
other places within or without the State of Florida. The initial registered agent at that
address shall be Darvin Williams.
CERTIFICATE DESIGNATING PLACE OF
BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS
STATE'; NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED.
In compliance with the laws of Florida, the following is submitted:
First - That Opa Locka Municipal Complex Condominium, Inc., desiring to
organize under the laws of the State of Florida with its principal office, as indicated in the
Articles of Incorporation at City of Opa-Locka, County of Miami -Dade, State of Florida,
has named Darvin Williams of Opa-locka, Florida, as its statutory registered agent.
Having been named the statutory agent of the above corporation at the place
designated in this Certificate, I hereby accept the same and agree to act in this capacity, and
agree to comply with the provisions of Florida law relative to keeping the registered office
open.