CONTRACT FOR SALE OF REAL ESTATE
This contract for sale is made
BETWEEN HIGHPOINT COUNTRY CLUB GOLF ASSOCIATES, INC., CHUBB CONSTRUCTION
CO., INC., ALTAMONT DEVELOPMENT CORP., AC MANAGEMENT COMPANY, INC., XXXX X.
XXXXX and XXXX XXXXX whose address is X.X. Xxx 0000, Xxxxxxxx, Xxx Xxxxxx 00000,
collectively referred to as the "the Seller",
AND UNITED STATES PROPERTIES, INC., ("USPI") whose address is Tower 56, 000
X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, referred to as the "the
Purchaser".
The words "the Purchaser" and "the Seller" include all the Purchasers and
all the Sellers listed above.
1. Purchase Agreement. The Seller agrees to sell and the Purchaser agrees
to buy the Property (hereinafter defined) described in this contract
("Contract").
2. Property. The Property to be sold consists of: (a) the land ("Land") and
all the buildings (collectively, "Buildings"), other improvements and fixtures
on the Land; (b) all of the Seller's rights relating to the Land; and (c) all
personal property specifically included in this contract further described as
two hundred fifty-nine (259) subdivided residential building lots, three (3)
single-family homes and an undivided 79 acre parcel on a total of approximately
1,000 acres of land; (d) all right, title and interest of the Seller, if any, in
and to the land lying in the bed of any street or highway in front of or
adjoining the Land to the center line thereof and to any unpaid award for any
taking by condemnation or any damage to the Land by reason of a change of grade
of any street or highway; (e) the appurtenances and all the estate and rights of
the Seller in and to the Land and Buildings; and (f) all right, title and
interest of the Seller, if any, in and to the fixtures, equipment and other
personal property attached or appurtenant to the Buildings (collectively,
"Property"). The Property is located on County Xxxxx 000, Xxxxx Xxxx, in the
Township of Montague, County of Sussex and State of New Jersey. The Property is
more fully described in Schedule "A" annexed hereto.
3. Purchase Price. The purchase price ("Purchase Price") for the Property
is allocated to individual building lots, homes and acreage, is specified in
Schedule "B" annexed hereto, and totals $6,496,250.
A. Two hundred twenty-one (221) $4,420,000
Interior Building Lots
B. Thirty-eight (38) $1,450,000
Lake Front Building Lots
C. Three (3) Single-family Homes $ 330,000
D. Seventy-nine (79) acre parcel $ 296,250
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TOTAL $6,496,250
4. Payment of Purchase Price. The Purchaser will pay the Purchase Price at
Closing as follows:
A. Previously paid by the Purchaser (initial deposit
("Deposit") held in escrow by Xxxxxxx, Xxxxxx & Xxxxxxx,
P.C., New York) ("the Purchaser's Attorney") $25,000
B. Wire transfer of funds to Xxxxxx, Xxxxx & Xxxx Trust Account
which the Seller agrees shall be applied by the Seller at
the Closing to payment of the notes and obligation set forth
in Schedule "C" annexed hereto. $2,583,362
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SUBTOTAL $2,608,362
C. By the Seller taking back a non-recourse subordinated
purchase money note and mortgage ("Purchase Money Note and
Purchase Money Mortgage") due five (5) years from Closing,
without interest cost to the Purchaser in the sum of $1,514,138
The Purchase Money Note and Purchase Money Mortgage will be
in the usual form, including a 5% percent late charge after
15 days' written notice to the Purchaser, and default, after
30 days' written notice to the Purchaser (based upon
Allstate Form #204 and #2004). The Purchaser will also pay
all recording costs, and provide the Seller with an adequate
Affidavit of Title. The Purchase Money Note will be re-paid
in cash by the Purchaser solely from the proceeds of the
closing of the sale of homes built on or from the sale of
individual building lots located on the Land by the
Purchaser in accordance with Schedule "D" annexed hereto.
The Purchase Money Mortgage shall contain the following
additional provisions:
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(i) "The mortgagor or any owner of the mortgaged premises shall have the
right to prepay the entire unpaid indebtedness together with accrued
interest, but without penalty, at any time.
(ii) "Notwithstanding anything to the contrary contained herein, the
obligations of the mortgagor for the payment of the indebtedness and for
the performance of the terms, covenants and conditions contained herein and
in the note secured hereby is limited solely to recourse against the
property secured by this mortgage, and in no event shall the mortgagor or
any principal of the mortgagor, disclosed or undisclosed, be personally
liable for any breach of or default under the note or this mortgage or for
any deficiency resulting from or through any proceedings or foreclose this
mortgage, nor shall any deficiency resulting from or through any
proceedings to foreclose this mortgage, nor shall any deficiency judgment,
money judgment or other personal judgment be sought or entered against the
mortgagor or any principal of the mortgagor, disclosed or undisclosed."
(iii) "The mortgagee agrees that, within 10 days after written request by
the mortgagor, but not more than twice during any period of 12 consecutive
months, it will execute, acknowledge and deliver without charge a
certificate of reduction in recordable form (a) certifying as to (1) the
then unpaid principal balance of the indebtedness secured hereby, (2) the
maturity date thereof, (3) the rate of interest, (4) the last date to which
interest has been paid and (5) the amount of any escrow deposits then held
by the mortgagee, and (b) stating to the knowledge or the mortgagee,
whether there are any alleged defaults hereunder and, if so, specifying the
nature thereof."
(iv) "All notices required or desired to be given under this mortgage shall
be in writing and shall be delivered personally or shall be sent by prepaid
registered or certified mail, addressed to the mortgagor and mortgagee at
the addresses specified in this mortgage or to such other parties or at
such other addresses, not exceeding two, as may be designated in a notice
given to the other party or parties in accordance with the provisions
hereof."
(v) "Property shall be released from the lien of the mortgage upon payment
to the mortgagee at the rate per lot specified in Schedule " " annexed
hereto, [Schedule "D" to this Contract]
(vi) The roads, green spaces and lots reserved for xxxxx,
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water storage tanks, sewage treatment stations or other utilities shall be
released from the lien of the mortgagee either upon their dedication to the
municipality or upon the mortgagor's payment in full of the mortgage,
whichever event occurs first. The mortgagee shall join with the mortgagor
in the execution of any subdivision document or instrument dedicating to
public use any and all roads, rights-of-way, easements for drainage,
waterways, and similar public facilities after receipt of approval of the
subdivision application and maps by the appropriate governmental
authorities. The mortgagor shall not be required to pay any release price
for areas dedicated for public use as described above, nor for any bodies
of water created by the mortgagee.
(vii) Payments made on account of releases shall be applied by the
mortgagee to the next principal installment payment due and payable
pursuant to the terms of the note secured by this mortgage.
(viii) All mortgage releases shall be prepared and executed by the mortgage
upon payment to the mortgage of $50.00 per lot released from the lien of
this mortgage.
(ix) This mortgage is now, and be in the future be subordinated to any
first lien and mortgage which the mortgagor or its assigns or any owner of
the mortgaged premises may place upon or grant in connection with the
mortgaged premises. The mortgagee shall execute such instruments as may be
reasonably required by the mortgagor in order to fully effectuate the terms
of this subordination and otherwise comply with the requirements of any
mortgagee to whom the mortgagor may grant a first lien and mortgage on the
mortgaged premises.
D. 395,625 shares of restricted USPI
stock ("Stock) valued for purposes
of this Contract at $6.00 per share. $2,373,750
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TOTAL $6,496,250
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5. Deposit Moneys. The Deposit will be held in escrow by Purchaser's
Attorneys in accordance with the escrow agreement annexed to this Contract until
the Closing. All interest shall belong to the party entitled to the Deposit.
6. Issue of Stock. The Purchaser will issue the Stock to the Seller's
designee at the Closing.
7. Stock Lock-Up and Purchase Agreement. The Stock
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issued by the Purchaser to the Seller's designee will be governed by the terms
and conditions of a "Lock-Up and Purchase Agreement", a form of which is annexed
as Schedule "F" hereto. The Seller and the Seller's designee shall execute the
Lock-Up and Purchase Agreement at the Closing.
8. Time and Place of Closing. Closing ("Closing") shall take place in the
office of Xxxxxxx X. Xxxxx, Esq. XXXXXX, XXXXX & XXXX ("the Seller's Attorney"),
60 Blue Heron Road, Sparta, New Jersey, on or before October 15, 1997.
9. Transfer of Ownership. At the Closing, the Seller will transfer
ownership of the Property to the Purchaser. The Seller will give the Purchaser a
properly executed deed and an adequate affidavit of title acceptable to the
Purchaser's title insurer.
10. Type of Deed. The Seller agrees to provide and the Purchaser agrees to
accept a Bargain and Sale Deed with Covenants Against Grantor's Acts.
11. Physical Condition of the Property. Except as otherwise set forth in
this Contract, the Property is being sold "as is". The Seller agrees to maintain
the Property, subject to ordinary wear and tear until Closing.
12. Flood Area. OMITTED
13. Property Lines. The Seller states that all Buildings, driveways and
other improvements on the Property or the improved lots on the Property are
within their boundary lines or are provided for by easement, and that no
improvements on properties adjoining the Property extend across the boundary
lines of the Property.
14. Capital Improvements. The Seller will provide roads and related capital
improvements to the Property as specified in Schedule "F" annexed hereto at its
sole expense. The Purchaser will advance the costs of such improvements to the
Seller and will deduct the amount so advanced from the Purchaser's obligation to
make cash re-payment of the Purchase Money Note related to the Purchaser's sale
of Interior Building Lots and the 79 acre parcel referred to in Schedule "D"
annexed hereto.
15. Ownership. The Seller agrees to transfer and the Purchaser agrees to
accept fee simple, marketable, and insurable title to the Property free of all
claims and rights of others, except for and subject only to the following:
A. The rights of utility companies to maintain pipes, poles, cables and
wires over, on and under the street, the part of the property next to the street
or running to any house or other
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improvement on the property provided none of such rights imposes any monetary
obligation on the owner of the Property.
B. Recorded agreements other than leases or occupancy agreements which
limit the use of the Property, unless the agreements: (1) are presently
violated; (2) provide that the Property would be forfeited if they were
violated; (3) unreasonably limit the normal use of the Property; (4) imposes any
monetary obligations on the owner of the Property; and (5) render title to the
Property unmarketable or uninsurable.
C. Community Corporation of High Point, Inc. by-laws.
16. The Seller's Representations. Seller makes the following
representations:
A. The Seller is the sole owner of the Property free and clear of all
liens, claims, leases, occupancies, and encumbrances except for existing
mortgages, which mortgages the Seller will discharge at or prior to Closing,
taxes and Community Corporation of High Point, Inc. dues, which taxes and dues
will be adjusted pursuant to paragraph 21, utility easements provided for in
paragraph 15A, and the judgement annexed hereto as "Schedule H" provided for at
paragraph 16F. The Seller represents that no existing conditions with respect to
the Property or its use or intended use for residential development purposes or
operations exist which violate any restrictive covenants, zoning, environmental
or other ordinance, rule, statue or governmental law or regulation. The Property
is zoned R-4 and such zoning permits the erection and maintenance of
manufactured and/or modular homes at no minimum value. No Hazardous Substances
(as hereinafter defined) have been released, treated, stored or disposed of, or
otherwise deposited in or on, or migrated to, the Property including without
limitation of the generality of the foregoing, the surface waters and subsurface
waters of the Property; there are no substances or conditions (including
asbestos or asbestos containing materials) in or on the Property or any other
parcels of and which may materially adversely affect the Property or use thereof
of which would be reasonably likely to support a claim or cause of action under
any existing federal, state or local environmental statute, regulation,
ordinance or other environmental regulatory requirement (hereinafter
collectively called `Applicable Environmental Laws"), including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA"), as amended 42 U.S.C. ss.ss.6901 et seq. and the Resource
Conservation and Recovery Act ("RCRA"), as amended U.S.C. ss.ss.6904 et seq.,
which terms shall also include, whether or not included in the definitions
contained in Applicable Environmental Laws, petroleum, solvents, or
polychlorinated biphenyls; there are no underground tanks at the Property and no
part of the Property constitutes "wetlands"; there are no liens under applicable
environmental laws affecting the Property and no government actions
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have been taken or, to the knowledge of the Seller, are in process, which could
subject any portion of the Property to such liens; there have been delivered to
the Purchaser true copies of the results of any tests, investigations or reports
made by or on behalf of the Seller with respect to the environmental or other
condition of the Property and the Seller is not aware of any material
inaccuracies in such tests, investigations or reports. As used herein,
"Hazardous Substances" shall mean any hazardous materials, hazardous waste,
hazardous and toxic substances, pollutants and contaminants, as those terms
defined by any applicable environmental laws.
B. All certificates and any other licenses or permits which are required by
any governmental authority having jurisdiction thereof for the occupancy,
ownership and operation of the Property including certificates of occupancy (the
"Permits") have been validly issued and are in good standing. All charges and
fees for the Permits have been paid in full.
C. The present use of the Property and the intended use of the Property for
residential development and/or in specific uses identified in Schedule "G"
annexed hereto is not in violation of the zoning laws and ordinances pertaining
thereto, and the Property as actually used are not in violation of the zoning
laws and ordinances pertaining thereto.
D. The Buildings have been approved by departments having jurisdiction and
a permanent certificate of occupancy for the Buildings as presently constituted
and used is in existence, and the original or a certified copy thereof will be
furnished to the Purchaser at Closing.
E. No part of the Property is in a "Flood Area" designated by the United
States Government or by the State of New Jersey.
F. Seller has complied with all of its obligations under the judgment
annexed hereto as Schedule "H" and has completed the erection of all of the
improvements, buildings etc. referred to therein, all of which are free and
clear of any liens, claims and encumbrances.
G. All lots located on the Land (a) will percolate pursuant to tests
conducted by an engineer licensed by the State of New Jersey pursuant to
guidelines established by the State of New Jersey (b) will have water and/or
water utility service sufficient to ensure the issuance of a Certificate of
Occupancy in connection with any building which may be erected thereon and (c)
will be legally eligible for the issuance of building permits by all
governmental authorities having jurisdiction thereover. If any lot does not
comply with any of the foregoing representations, then Seller, at Seller's
option, may substitute a comparable lot,
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contiguous to the Land, reasonably acceptable to the Purchaser, and which comply
with all of the foregoing representations, or the Purchase Money Note will be
reduced by an amount equivalent to the purchase price of any such lot which does
not comply with any and all of the foregoing representations.
H. Each owner of a lot located on the Land is entitled to one vote in
Community Corporation of High Point, Inc.
17. Correcting Defects. OMITTED.
18. Risk of Loss. The Seller is responsible for any damage to the Property,
except for normal wear and tear, until Closing. If there is damage, the
Purchaser can proceed with the Closing and either:
A. Require that the Seller repair the damage before the Closing, or
B. Deduct from (1) the cash portion of the Purchase Price and/or (2) the
Purchase Money Note, in the Purchaser's discretion, a fair and reasonable
estimate of the cost to repair the Property.
19. Cancellation of Contract. OMITTED.
20. Assessments for Municipal Improvements. The Property is fully assessed
by the governmental authorities for taxing purposes. The Seller has delivered to
the Purchaser a copy of the latest real estate tax xxxx with respect to the
Property. There are no proceedings presently pending for the reduction of the
assessed value of the Property. Certain municipal improvements such as sidewalks
and sewers may result in the municipality charging property owners to pay for
the improvement. All unpaid charges (assessments) against the Property for work
completed before the Closing will be paid by the Seller at or before the
Closing. If the improvement is not completed before the Closing, then only the
Purchaser will be responsible. If the improvement is completed, but the amount
of the charge (assessment) is not determined, the Seller will pay an estimated
amount at the Closing. When the amount of the charges is finally determined, the
Seller will pay any deficiency to the Purchaser or may deduct same from the
Purchaser's next due obligation under the Purchase Money Mortgage. (if the
estimate proves to have been too low), or the Purchaser will return any excess
to the Seller (if the estimate proves to have been too high)
21. Adjustments at Closing. The Purchaser and the Seller agree to adjust
the following expenses as of the Closing: taxes, Community Corporation of
Highpoint, Inc. dues and rents; provided, however, that Seller shall be solely
responsible for all Community Corporation of High Point, Inc. assessments which
exist
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as of the Closing.
22. Possession. The Seller shall deliver to the Purchaser, and the
Purchaser shall obtain possession of the Property at Closing.
23. I.R.C. ss.1031 Tax Deferred Exchange Provision. The Purchaser will
cooperate with the Seller or its corporate facilitators trading for like-kind
trade property under the I.R.C. ss.1031 Tax Deferred Exchange provision. The
exchange process will be at no cost or liability to the Purchaser. The Purchaser
agrees to an assignment of this contract for the purpose of effectuating this
like-kind exchange; provided however, that such assignment shall not release the
Seller from any of its obligations under this Contract.
24. Parties Liable. This Contract is binding upon all parties who sign it
and who succeed to their rights and responsibilities.
25. Notices. All notices under this Contract must be in writing. The
notices must be delivered personally or mailed by certified mail, return receipt
requested, to the other party at the address written in this Contract, and to
that party's attorney by regular mail.
26. Broker's Commissions. It is understood and agreed between the parties
that no real estate broker is entitled to a commission as a result of this
Contract or the Closing. The parties agree to indemnify and hold each other
harmless for any loss, damage, judgment, claim, liability and expense, including
legal fees, if the representation of either party proves to be untrue, resulting
in damage to the other party.
27. Broom Clean. For improved lots, the Seller agrees to remove all of its
possessions and property which are not part of the Property from the Property
prior to Closing. The Seller also agrees to maintain the grounds, buildings and
improvements subject to ordinary wear and tear. The Buildings shall be vacant
and in "broom clean" condition on the date of Closing.
28. Rights of First Refusal. The Seller owns an 18 hole golf course ("Golf
Course") which is adjacent to the Property. The Seller grants to the Purchaser a
right of first refusal for any bona fide third-party offer to purchase only the
Golf Course and not any of its amenities on the following terms and conditions:
A. If the Seller, in the Seller's discretion, offers to sell the Golf
Course and thereafter receives from a third party a bona fide offer to purchase
the Golf Course which the Seller desires to accept, the Seller before accepting
the offer, shall send the Purchaser two copies of a contract for the sale of the
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Golf Course, providing the terms of the offer, both copies of which have been
duly signed by the Seller, together with a written notification from the Seller
of the Seller's intention to make or accept the offer provided in the Contract,
as the case may be. The Purchaser shall have the right, within 15 days after the
receipt of the contract and a written notice, to purchase the Golf Course,
pursuant to the terms and conditions set forth in the contract. In the event
Purchase elects to accept the offer, then the Purchaser must do so by executing
one copy of the contract and returning it to the Seller within the 15 day
period, together with a certified check for the deposit, if any, required
pursuant to the terms of the contract.
B. If the Purchaser does not accept the offer embodied in the contract
within the 15 day period, then the offer embodied in the contract shall be
deemed withdrawn and the Seller shall be free for a period of six months from
the expiration of the 15 day period to sell or offer the Golf Course on terms
not less favorable to the Seller than those set forth in the contract free and
clear of the Purchaser's right of first refusal. In the event the Golf Course is
not sold to a third party within the six month period, then any further offer to
sell or purchase the Golf Course or any part thereof must be submitted to the
Purchaser in accordance with the provisions of paragraph 28A.
C. In the event the Seller shall during the six month period or any
subsequent time decide to revise the terms of its offer so that the Golf Course
shall be offered for sale upon terms less favorable to the Seller than those
contained in the contract previously submitted to the Purchaser, or shall
receive from a third party a bona fide offer to the Purchase the Golf Course or
any part thereof on less favorable terms, which offer, if the Seller desires to
accept (such less favorable terms being described as "The New Offer"), then the
Seller shall, with respect each such New Offer, before offering the Golf Course
for sale to others on the terms embodied in The New Offer or accepting The New
Offer as the case may be, offer to sell the Golf Course to the Purchaser on the
terms contained in the then current offer. The terms of The New Offer shall be
embodied in a new contract for a sale of the Golf Course and shall be submitted
to the Purchaser in accordance with the requirements of paragraph 28A. If the
Purchaser shall not accept The New Offer within 15 days from the receipt of a
new contract and written notice referred to in paragraph A above, then the
Seller will be free for a period of six months from the expiration of the 15 day
period to sell or offer to sell the Golf Course to third parties on terms not
less favorable to the Seller than those contained in The New Offer free and
clear of this Right of First Refusal; provided, however, that, in the event the
Golf Course or such part thereof is not sold to the third party within the six
month period, then any further offers with respect to the Golf Course or any
part thereof must be submitted to the Purchaser in accordance with the
provisions of paragraph 28A.
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D. The Purchaser shall execute in recordable form and deliver to the
Seller's Attorney in escrow a release or discharge of this Right of First
Refusal. In the event the Purchaser does not accept the offer embodied in the
contract or The New Offer, then the Seller's Attorney, as escrow agent, shall,
upon a non-acceptance of the offer, forward to the Seller the executed release
or discharge with a copy to the Purchaser's Attorney.
E. This right of first refusal may be assigned pursuant to paragraph 34.
F. Notices given pursuant to this paragraph shall be in accordance with
paragraph 25.
G. This right of first refusal lasts only three (3) years from the date of
Closing and automatically expires on the last day of the third year from the
date of Closing unless the Purchaser materially breaches other provisions of
this Contract at which time it shall terminate at the time of breach.
30. Lien Payment. The Seller has the privilege of paying off any liens and
obligations relating to the Property at Closing and out of the Purchase Price.
31. Time of Essence. The parties agree that the Closing date is only a
target date and time is not of the essence. The parties further agree that at
any date after the Closing date either party may make time of the essence, and
both parties agree that ten (10) calendar days is sufficient for time of the
essence notice. furthermore, notice given by certified mail to the other party
as well as certified mail to that party's attorney shall constitute effective
time of the essence notice. If either party makes time of the essence, then
Closing shall take place at either attorney's office at the option of the party
giving the initial time of the essence closing notice.
32. Survival. The provisions of this Contract survive Closing and do not
merge with the closing of title.
33. Complete Agreement. This Contract is the entire and only agreement
between the Purchaser and the Seller. This Contract replaces and cancels any
previous agreement between the Purchaser and the Seller. This Contract can only
be changed by an agreement in writing signed by both the Purchaser and the
Seller. The Seller states that the Seller has not made any other contract to
sell the Property to anyone else.
34. Contract Assignable. The Purchaser may assign this Contract to a
corporation, partnership, limited partnership or limited liability company, in
which it is the controlling person. For the purposes of this paragraph,
"controlling person" means an individual general partner of a limited
partnership, managing
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partner of a general partnership or controlling member or shareholder of a
corporation or limited liability company which is the assignee or which is the
general partner of a limited partnership or limited liability company which is
the assignee. The Purchaser shall furnish a duplicate original assignment and
assumption of this contract in form reasonably satisfactory to the Seller and
the Seller's counsel and signed by the Purchaser and the assignee. Upon such
assignment, the Purchaser shall be released from all obligations under this
Contract.
35. Responsibility for Violations. All notes or notices of violations of
law or governmental ordinances, orders or requirements which were noted or
issued prior to the date of this contract by any governmental department, agency
or bureau having jurisdiction as to conditions affecting the Property and all
liens which have attached to the Property prior to Closing, shall be removed or
complied with by the Seller. If such removal or compliance has not been
completed prior to the Closing, the Seller shall pay to the Purchaser at the
Closing the reasonably estimated unpaid cost to effect or complete such removal
or compliance, and the Purchaser shall be required to accept title to the
Premises subject thereto, except that the Purchaser shall not be required to
accept such title and may terminate this Contract in its discretion.
36. Covenants of the Seller. The Seller covenants that between the date of
this Contract and the Closing:
A. No fixtures, equipment or personal property included in this sale or
which are part of the Property, shall be removed from the Property unless the
same are replaced with similar items or at least equal quality prior to the
Closing.
B. The Seller shall not withdraw, settle or otherwise comprise any protest
or reduction proceeding affecting real estate taxes assessed against the
Property for any fiscal period in which the Closing is to occur or any
subsequent fiscal period without the prior written consent of the Purchaser,
which consent shall not be unreasonably withheld. Real estate tax refunds and
credits received after the Closing which are attributable to the fiscal tax year
during which the Closing occurs shall be apportioned between the Seller and the
Purchaser, after deducting the expenses of collection thereof, which obligation
shall survive the Closing.
C. The Seller shall allow the Purchaser or the Purchaser's representatives
access to the Property, and other documents required to be delivered under this
contract upon reasonable prior notice at reasonable times.
37. The Seller's Closing Obligations. At the Closing, the Seller shall
deliver the following to the Purchaser:
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A. A statutory form of bargain and sale deed with covenant against
grantor's acts, containing the covenant required by the applicable lien law, and
properly executed in proper form for recording so as to convey the title
required by this Contract.
B. All service contracts relating to the Property which are in effect on
the Closing date and which are assignable by the Seller.
C. An assignment to the Purchaser, without recourse or warranty, of all of
the interest of the Seller in those service contracts, insurance policies,
certificates, permits and other documents to be delivered to the Purchaser at
the Closing which are then in effect and are assignable by the Seller.
D. To the extent they are then in the Seller's possession and not posted at
the Property, certificates, licenses, permits, authorizations and approvals
issued for or with respect to the Property by governmental and
quasi-governmental authorizations having jurisdiction.
E. Such affidavits as the Purchaser's title company shall reasonably
require in order to omit from its title insurance policy all exceptions for
judgments, bankruptcies or other returns against persons or entities whose names
are the one as or similar to the Seller's name.
F. Checks to the order of the appropriate officers in payment of all
applicable real property transfer taxes and copies of any required tax returns
therefor executed by the Seller. Such checks shall be certified of official bank
checks if required by the taxing authority, unless the Seller elects to have the
Purchaser pay any of such taxes an credit the Purchaser with the amount thereof.
G. A resolution of the Seller's board of directors authorizing the sale and
delivery of the deed and a certificate executed by the secretary or assistant
secretary of the Seller certifying as to the adoption of such resolution and
setting forth facts showing that the transfer complies with the requirements of
applicable law. The deed referred to in paragraph 10 of the Contract shall also
contain a recital sufficient to establish such authorization in compliance with
applicable law.
H. Possession of the Property in the condition required by this Contract.
I. Any other documents required by this Contract to be delivered by the
Seller.
J. An assignment of Seller's, rights under the judgement annexed hereto as
Schedule "H" and under the High Point
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Community Association by-laws, a true and correct copy of which Seller
represents is annexed hereto as Schedule "I", and all of Seller's membership
voting privileges in Community Corporation of High Point, Inc.
38. The Purchaser's Closing Obligations. At the Closing the Purchaser
shall:
A. Deliver to the Seller wire transfer of funds pursuant to paragraph 4A,
and certified or bank cashiers checks in payment of the portion of the Purchase
Price payable at Closing, as adjusted for apportionments under paragraph 21.
Payments of less than $10,000.00 may be made by ordinary check.
B. Deliver to the Seller the Purchase Money Mortgage, in
proper form for recording, the Purchase Money Note secured thereby, financing
statements covering personal property, fixture and equipment included in this
sale and replacements thereof, all properly executed, and the Purchaser shall
pay the mortgage recording tax and recording fees for the Purchase Money
Mortgage.
C. Deliver the Stock.
D. Deliver any other documents required by this Contract to be delivered by
the Purchaser.
39. Objections to Title, Failure of the Seller or the Purchaser to Perform
and Vendee's Lien.
A. The Purchaser shall promptly order an examination of title and shall
cause a copy of the title report to be forwarded to the Seller's Attorney upon
receipt. The Seller shall be entitled to a reasonable adjournment or
adjournments of the Closing for up to 60 days to remove and any other defects or
objections which may be disclosed on or prior to the Closing date.
B. If the Seller shall be unable to convey title to the Property at the
Closing in accordance with the provisions of this Contract or if the Purchaser
shall have any other grounds under this Contract for refusing to consummate the
purchase provided for herein, the Purchaser, nevertheless, may elect to accept
such title as the Seller may be able to convey with a credit as may be mutually
agreed upon by the Seller and the Purchaser against the monies payable at the
Closing equal to the reasonably estimated cost to cure the same, but without any
other credit or liability on the part of the Seller. If the Purchaser shall not
so elect, the Purchaser may terminate this Contract and the sole liability of
the Seller shall be to refund the Deposit to the Purchaser and to reimburse the
Purchaser for the net cost of title examination, but not to exceed the net
amount charged by the Purchaser's title company therefor without issuance of a
policy, and the net cost of updating the existing survey of the Property or the
net cost of a
14
new survey of the Property if there was no existing survey or the existing
survey was not capable of being updated. Upon such refund and reimbursement,
this Contract shall be null and void and the parties hereto shall be relieved of
all further obligations and liability to each other.
C. Any unpaid taxes, assessments, water charges and sewer rents, together
with the interest and penalties thereon to a date not less than two days
following the Closing date, and any other liens and encumbrances which the
Seller is obligated to pay and discharge or which are against corporations,
estates or other persons in the chain of title, together with cost of recording
or filing any instruments necessary to charge such liens and encumbrances of
record, may be paid out of the proceeds of the monies payable at the Closing. If
the Seller delivers to the Purchaser on the Closing date official bills for such
taxes, assessments, water charges, sewer rents, interest and penalties and
instruments in recordable form sufficient to discharge any other liens and
encumbrances of record. Upon request made a reasonable time before the Closing,
the Purchaser shall provide at the Closing separate checks for the foregoing
payable to the order of the holder of any such liens, claims or encumbrances and
otherwise comply with this Contract. If the Purchaser's title insurance company
is willing to insure the Purchaser, that such charges, liens and encumbrances
will not be collected out of or enforced against the Property, then the Seller
shall have the right, in lieu of payment, to deposit with the title insurance
company such funds or assurances, or to pay such special or additional premiums
as the title insurance company may require in order to so insure. In such case
the charges, liens and encumbrances with respect to which the title insurance
company has agreed so to insure shall not be considered objections to title.
SIGNED AND AGREED TO BY: HIGHPOINT COUNTRY CLUB GOLF
ASSOCIATES, INC., Seller
Dated: September 22, 1997 By: /s/ Xxxx XxXxx
----------------------------
Xxxx XxXxx, President
CHUBB CONSTRUCTION CO., INC., Seller
Dated: September 22, 1997 By: /s/ Xxxx XxXxx
----------------------------
Xxxx XxXxx, President
ALTAMONT DEVELOPMENT CORP., Seller
Dated: September 22, 1997 By: /s/ Xxxxx Xxxxxx
----------------------------
President
15
AC MANAGEMENT COMPANY, INC., Seller
Dated: September 22, 1997 By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
XXXXXX X. XXXXXXX, President
Dated: September 22, 1997 By: /s/ Xxxx X. Xxxxx
----------------------------
XXXX X. XXXXX, Seller
Dated: September 22, 1997 By: /s/ Xxxx Xxxxx
----------------------------
XXXX XXXXX, Seller
UNITED STATES PROPERTIES, INC.,
Purchaser
Dated: September 22, 1997 By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
President
16
Schedule A
DESCRIPTION OF THE PROPERTY
(SEE ATTACHED)
[MAP]
Schedule B
PURCHASE PRICE PER LOT, ACREAGE AND HOMES
(SEE ATTACHED)
Highpoint Property
A B C D E F G
1 Old Old Property New New
2 Block No. Lot No. Location Block No. Lot No. Acres Price
- --------- ------- -------- --------- ------- ----- -----
3
4 Chubby Material & Supply
5 000 Xxxxx Xxxx 18 11 1 $20,000
6 18.7 4 439 Lake Shore North 18 19.01 0.338 $20,000
7 18.6 7 213 Lake Shore North 18.42 146 0.298 $20,000
8 18.13 25 367 Lake Shore South 18.53 24 0.341 $20,000
9 18.3 3.1A 244 Lake Shore North 18.56 14 1.04 $80,000
10 18.3 4 248 Lake Shore North 18.56 16 0.414 $35,000
11 18.3 5 250 Lake Shore North 18.56 17 0.381 $35,000
00
00 Xxxxxx Xxxx Xxxxxxx
14 18.7 25 401 Lake Shore North 18 34 0.299 $20,000
15 18.5 20 301 Lake Shore South 18.42 118 0.264 $20,000
16 18.5 19 299 Lake Shore South 18.42 119 0.249 $20,000
17 18.5 16 287 Lake Shore South 18.42 122 0.32 $20,000
18 18.5 15 285 Lake Shore South 18.42 123 0.311 $20,000
19 18.1 9 226 Lake Shore North 18.56 5 0.33 $35,000
20 18.16 52 333 Lake Shore East 18.56 52 0.308 $20,000
21 18.1 10 224 Lake Shore North 18.56 4 0.28 $125,000
22
23 Chub Construction Co.
24 North Shore Pt. 18.55 25 2.457 $100,000
25 18.13 13 000 Xxxxxxxxx Xxxxxx 18.53 12 0.58 $20,000
26 18.13 15 000 Xxxxxxxxx Xxxxxx 18.53 14 0.593 $20,000
27 18.13 16 000 Xxxxxxxxx Xxxxxx 18.53 15 0.642 $20,000
28 18.13 17 000 Xxxxxxxxx Xxxxxx 18.53 16 0.622 $20,000
29 18.9 21 210 Lake Shore North 18.55 37 0.449 $35,000
30 18.9 25 212 Lake Shore North 18.55 38 1.501 $50,000
31 18.9 26 214 Lake Shore North 18.55 39 1.065 $50,000
32 18.8 1.C Lake Shore West 18.55 66 1.128 $50,000
33 18.1 6 232 Lake Shore North 18.56 8 0.392 $35,000
34 18.1 5 234 Lake Shore North 18.56 9 0.425 $35,000
35 18.1 3 238 Lake Shore North 18.56 11 0.354 $35,000
36 18.3 6 252 Lake Shore North 18.56 18 0.339 $35,000
37
38 High Point Country Club by the Delaware, Inc.
39 18 40.L 000 Xxxxx Xxxx 18 2 1 $20,000
40 18 40.K 000 Xxxxx Xxxx 18 3 1 $20,000
41 18 40.J 000 Xxxxx Xxxx 18 4 1.001 $20,000
42 18 40.H 000 Xxxxx Xxxx 18 5 1 $20,000
43
Page 1
Highpoint Property
A B C D E F G
1 Old Old Property New New
2 Block No. Lot No. Location Block No. Lot No. Acres Price
- --------- ------- -------- --------- ------- ----- -----
44 High Point Country Club by the Delaware, Inc.
45 18 40.G 000 Xxxxx Xxxx 18 6 1.005 $20,000
46 18 40.F 000 Xxxxx Xxxx 18 7 1 $20,000
47 18 40.E 000 Xxxxx Xxxx 18 8 1.031 $20,000
00 00 00.X 000 Xxxxx Xxxx 00 0 1.018 $20,000
49 18 40.C 000 Xxxxx Xxxx 18 10 1.002 $20,000
50 18.4 8 317 Lake Shore South 18.42 113 0.416 $20,000
51 18.6 2 203 Lake Shore North 18.42 151 0.253 $20,000
52 18.17 14 000 Xxx Xxxxxxx Xxxxx 18.46 8 0.597 $20,000
53 18.19 16 610 Sleepy Hollow Road 18.47 16 0.513 $20,000
54 18.19 17 608 Sleepy Hollow Road 18.47 17 0.496 $20,000
55 18.19 20 602 Sleepy Hollow Road 18.47 20 0.393 $20,000
56 18.20 12 000 Xxxxxxx Xxxx 18.49 12 0.65 $20,000
57 000 Xxxxxxx Xxxx 18.51 9 0.486 $20,000
58 000 Xxxxxxx Xxxx 18.51 10 0.476 $20,000
59 18.21 12 000 Xxxxxxx Xxxxx Xxxx 18.51 13 0.34 $20,000
60 18.21 14 000 Xxxxxxxxx Xxxx 18.51 15 0.47 $20,000
61 18.12 5 000 Xxxxxxx Xxxx 18.52 5 0.345 $20,000
62 18.12 22 000 Xxxxxxxxx Xxxx 18.52 22 0.469 $20,000
63 18.13 45 126 Hemlock Hill 18.53 43 0.361 $20,000
64 18.13 49 134 Hemlock Hill 18.53 47 0.387 $20,000
65 18.13 53 142 Hemlock Hill 18.53 51 0.523 $20,000
66 18.8 13 424 Lake Shore North 18.55 12 0.482 $35,000
67 18.1 4 236 Lake Shore North 18.56 10 0.412 $35,000
68 18.3 7 254 Lake Shore North 18.56 19 0.322 $35,000
69 18.3 8 256 Lake Shore North 18.56 20 0.333 $35,000
70 18.3 9 258 Lake Shore North 18.56 21 0.351 $10,000
71 18.3 10 260 Lake Shore North 18.56 22 0.356 $10,000
72 18.3 11 262 Lake Shore North 18.56 23 0.369 $10,000
73 18.3 12 264 Lake Shore South 18.56 24 0.368 $10,000
74
75 Xxxxxxx Xxxx
00 18.8 10 418 Lake Shore North 18.55 9 0.319 $35,000
77 18.9 11 434 Lake Shore North 18.55 27 0.392 $35,000
78 18.9 12 436 Lake Shore North 18.55 28 0.391 $35,000
79 18.9 13 438 Lake Shore North 18.55 29 0.348 $35,000
80 18.9 16 444 Lake Shore North 18.55 32 0.397 $35,000
81 18.9 19 206 Lake Shore North 18.55 35 0.413 $35,000
82 18.14 5 372 Lake Shore South 18.55 56 0.552 $35,000
83 18.14 1.E 000 Xxxx Xxxxx Xxxx 18.55 64 0.603 $35,000
84
Page 2
Highpoint Property
A B C D E F G
1 Old Old Property New New
2 Block No. Lot No. Location Block No. Lot No. Acres Price
- --------- ------- -------- --------- ------- ----- -----
85 Xxxxxxx Xxxx
00 18.3 29 290 Lake Shore South 18.56 36 0.446 $35,000
87 18.10 15 302 Lake Shore South 18.56 42 0.473 $35,000
88
89
90 Xxxx Xxxx
91 18.17 11 000 Xxx Xxxxxxx Xxxxx Xx 18.46 11 0.59 $20,000
92 18.13 22 373 Lake Shore South 18.53 21 0.576 $20,000
93 18.17 1 000 Xxxxx Xxxxx Xxxx 18.46 21 0.433 $20,000
94
95 XxXxx/Xxxxx
96 402 Lake Shore North 18.55 2 0.609 $35,000
97 000 Xxxxx Xxxxx Xxxxx 18.55 24 0.346 $35,000
98 242 Lake Shore North 18.56 13 1.729 $100,000
99 000 Xxxxx Xxxxx Xxxxx 18.55 16 0.317 $35,000
000 000 Xxxx Xxxxx Xxxxx 18.56 12 0.39 $35,000
000 000 Xxxxxxx Xxxxx Xxxx 18 85 0.238 $20,000
102
103 Highpoint Country Club Golf Associates
104 426 Lake Shore North 18.55 13 0.561 $35,000
000 000 Xxxx Xxxxx Xxxxx 18.56 49 0.237 $20,000
106
107 AC Management Co., Inc.
108 18.1 11 222 Lake Shore North 18.56 3 0.583 $125,000
109 18.13 14 000 Xxxxxxxxx Xxxxxx 18.53 13 0.583 $80,000
000 000 Xxx Xxxx Xxxx 18 35 0.584 $20,000
000 000 Xxx Xxxx Xxxx 18 36 0.63 $20,000
000 000 Xxx Xxxx Xxxx 18 37 0.855 $20,000
000 000 Xxx Xxxx Xxxx 18 38 1.416 $20,000
000 000 Xxx Xxxx Xxxx 18 39 0.6483 $20,000
000 000 Xxx Xxxx Xxxx 18 40 0.65 $20,000
000 000 Xxx Xxxx Xxxx 18 41 0.692 $20,000
000 000 Xxx Xxxx Xxxx 18 42 0.708 $20,000
000 000 Xxx Xxxx Xxxx 18 43 0.778 $20,000
000 000 Xxx Xxxx Xxxx 18 44 0.783 $20,000
000 000 Xxx Xxxx Xxxx 18 45 0.745 $20,000
000 000 Xxx Xxxx Xxxx 18 46 0.75 $20,000
000 000 Xxx Xxxx Xxxx 18 47 0.825 $20,000
000 000 Xxx Xxxx Xxxx 18 48 0.746 $20,000
000 000 Xxx Xxxx Xxxx 18 49 0.574 $20,000
125
Page 3
Highpoint Property
A B C D E F G
1 Old Old Property New New
2 Block No. Lot No. Location Block No. Lot No. Acres Price
- --------- ------- -------- --------- ------- ----- -----
126 AC Management Co., Inc.
000 000 Xxx Xxxx Xxxx 18 50 0.481 $20,000
000 000 Xxx Xxxx Xxxx 18 51 0.6147 $20,000
000 000 Xxx Xxxx Xxxx 18 52 0.8301 $20,000
000 000 Xxx Xxxx Xxxx 18 53 0.673 $20,000
000 000 Xxx Xxxx Xxxx 18 54 0.587 $20,000
000 000 Xxx Xxxx Xxxx 18 55 0.538 $20,000
000 000 Xxx Xxxx Xxxx 18 56 0.496 $20,000
000 000 Xxx Xxxx Xxxx 18 57 0.676 $20,000
000 000 Xxx Xxxx Xxxx 18 58 0.528 $20,000
000 000 Xxx Xxxx Xxxx 18 59 0.483 $20,000
000 000 Xxxxxxx Xxxxx Xxxx 18 73 0.292 $20,000
000 000 Xxxxxxx Xxxxx Xxxx 18 74 0.247 $20,000
000 000 Xxxxxxx Xxxxx Xxxx 18 77 0.232 $20,000
000 000 Xxxxxxx Xxxxx Xxxx 18 78 0.232 $20,000
141
142 Altamont Development Co., Inc.
143 000 Xxxxxxxx Xxxxxxx 18.43 51 0.42 $20,000
000 000 Xxxxx Xxxxx Xxxx 18.42 73 0.448 $20,000
000 000 Xxxxx Xxxxx Xxxx 18.42 70 0.416 $20,000
000 000 Xxxxx Xxxxx Xxxx 18.46 15 0.42 $20,000
000 000 Xxxxx Xxxxx Xxxx 18.42 60 0.389 $20,000
000 Xxxx Xxxxx Xxxxx 18.42 144 0.386 $20,000
149 ----------
150 $3,325,000
Page 4
Altamont Property
--------------------------------------------------------------------------------
A B C D E
--------------------------------------------------------------------------------
1 Block Lot
--------------------------------------------------------------------------------
2 No. No. Location Acres Price
--------------------------------------------------------------------------------
3 18 1 East Side Clove Road 79.46 $296,250
--------------------------------------------------------------------------------
4 18 60 000 Xxxxxxx Xxxxx Xxxx 0.313 $20,000
--------------------------------------------------------------------------------
5 18 61 000 Xxxxxxx Xxxxx Xxxx 0.248 $20,000
--------------------------------------------------------------------------------
6 18 62 000 Xxxxxxx Xxxxx Xxxx 0.401 $20,000
--------------------------------------------------------------------------------
7 18 63 000 Xxxxxxx Xxxxx Xxxx 0.351 $20,000
--------------------------------------------------------------------------------
8 18 64 000 Xxxxxxx Xxxxx Xxxx 0.265 $20,000
--------------------------------------------------------------------------------
9 18 65 000 Xxxxxxx Xxxxx Xxxx 0.282 $20,000
--------------------------------------------------------------------------------
10 18 66 314 Rolling Ridge Road 0.248 $20,000
--------------------------------------------------------------------------------
11 18 67 316 Rolling Ridge Road 0.2656 $20,000
--------------------------------------------------------------------------------
12 18 68 318 Rolling Ridge Road 0.241 $20,000
--------------------------------------------------------------------------------
13 18 69 320 Rolling Ridge Road 0.248 $20,000
--------------------------------------------------------------------------------
14 18 70 322 Rolling Ridge Road 0.301 $20,000
--------------------------------------------------------------------------------
15 18 71 324 Rolling Ridge Road 0.312 $20,000
--------------------------------------------------------------------------------
16 18 72 326 Rolling Ridge Road 0.265 $20,000
--------------------------------------------------------------------------------
17 18 97 625 Sleepy Hollow 0.353 $20,000
--------------------------------------------------------------------------------
18 18 98 623 Sleepy Hollow 0.364 $20,000
--------------------------------------------------------------------------------
19 18 132 306 Xxxxxx Xxxxx Rd 0.406 $20,000
--------------------------------------------------------------------------------
20 18 133 308 Xxxxxx Xxxxx Rd 0.39 $20,000
--------------------------------------------------------------------------------
21 18 134 310 Xxxxxx Xxxxx Rd 0.382 $20,000
--------------------------------------------------------------------------------
22 18 135 312 Xxxxxx Xxxxx Rd 0.375 $20,000
--------------------------------------------------------------------------------
23 18 136 314 Xxxxxx Xxxxx Rd 0.368 $20,000
--------------------------------------------------------------------------------
24 18 137 316 Xxxxxx Xxxxx Rd 0.361 $20,000
--------------------------------------------------------------------------------
25 18 138 318 Xxxxxx Xxxxx Rd 0.353 $20,000
--------------------------------------------------------------------------------
26 18 139 320 Xxxxxx Xxxxx Rd 0.417 $20,000
--------------------------------------------------------------------------------
27 18 140 322 Xxxxxx Xxxxx Rd 0.513 $20,000
--------------------------------------------------------------------------------
28 18 141 324 Xxxxxx Xxxxx Rd 0.52 $20,000
--------------------------------------------------------------------------------
29 18 142 326 Xxxxxx Xxxxx Rd 0.421 $20,000
--------------------------------------------------------------------------------
30 18 143 328 Xxxxxx Xxxxx Rd 0.353 $20,000
--------------------------------------------------------------------------------
31 18 144 330 Xxxxxx Xxxxx Rd 0.355 $20,000
--------------------------------------------------------------------------------
32 18 145 332 Xxxxxx Xxxxx Rd 0.411 $20,000
--------------------------------------------------------------------------------
33 18 146 334 Xxxxxx Xxxxx Rd 1.109 $20,000
--------------------------------------------------------------------------------
34 18 147 280 New Road 1.246 $20,000
--------------------------------------------------------------------------------
35 18 148 278 New Road 0.374 $20,000
--------------------------------------------------------------------------------
36 18.42 101 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
37 18.42 102 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
38 18.42 103 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
39 18.42 104 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
40 18.42 105 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
41 18.42 106 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
42 18.42 107 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
43 18.43 14 000 Xxxxx Xxxx Xxxxx 0.373 $20,000
--------------------------------------------------------------------------------
Altamont Property
--------------------------------------------------------------------------------
A B C D E
--------------------------------------------------------------------------------
1 Block Lot
--------------------------------------------------------------------------------
2 No. No. Location Acres Price
--------------------------------------------------------------------------------
44 18.43 15 000 Xxxxx Xxxx Xxxxx 0.367 $20,000
--------------------------------------------------------------------------------
45 18.43 16 000 Xxxxx Xxxx Xxxxx 0.479 $20,000
--------------------------------------------------------------------------------
46 18.43 17 000 Xxxxx Xxxx Xxxxx 0.932 $20,000
--------------------------------------------------------------------------------
47 18.43 18 000 Xxxxx Xxxx Xxxxx 1.389 $20,000
--------------------------------------------------------------------------------
48 18.43 19 000 Xxxxx Xxxx Xxxxx 0.53 $20,000
--------------------------------------------------------------------------------
49 18.43 20 000 Xxxxx Xxxx Xxxxx 0.447 $20,000
--------------------------------------------------------------------------------
50 18.43 21 000 Xxxxx Xxxx Xxxxx 0.464 $20,000
--------------------------------------------------------------------------------
51 18.43 22 000 Xxxxx Xxxx Xxxxx 0.504 $20,000
--------------------------------------------------------------------------------
52 18.43 23 000 Xxxxx Xxxx Xxxxx 0.452 $20,000
--------------------------------------------------------------------------------
53 18.43 24 000 Xxxxx Xxxx Xxxxx 0.405 $20,000
--------------------------------------------------------------------------------
54 18.43 25 000 Xxxxx Xxxx Xxxxx 0.512 $20,000
--------------------------------------------------------------------------------
55 18.44 1 000 Xxxxxx Xxxxx Xxxx 0.631 $20,000
--------------------------------------------------------------------------------
56 18.44 2 000 Xxxxxx Xx. 0.436 $20,000
--------------------------------------------------------------------------------
57 18.44 3 000 Xxxxxx Xx. 0.423 $20,000
--------------------------------------------------------------------------------
58 18.44 4 000 Xxxxxx Xx. 0.409 $20,000
--------------------------------------------------------------------------------
59 18.44 5 000 Xxxxxx Xx. 0.396 $20,000
--------------------------------------------------------------------------------
60 18.44 6 000 Xxxxxx Xx. 0.383 $20,000
--------------------------------------------------------------------------------
61 18.44 7 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
62 18.44 8 000 Xxxxxx Xx. 0.357 $20,000
--------------------------------------------------------------------------------
63 18.44 10 000 Xxxxxx Xx. 0.384 $20,000
--------------------------------------------------------------------------------
64 18.44 11 000 Xxxxxx Xx. 0.381 $20,000
--------------------------------------------------------------------------------
65 18.44 12 000 Xxxxxx Xx. 0.364 $20,000
--------------------------------------------------------------------------------
66 18.44 13 000 Xxxxxx Xx. 0.358 $20,000
--------------------------------------------------------------------------------
67 18.44 14 000 Xxxxxx Xx. 0.363 $20,000
--------------------------------------------------------------------------------
68 18.44 15 000 Xxxxxx Xx. 0.377 $20,000
--------------------------------------------------------------------------------
69 18.44 30 000 Xxxxxx Xxxxx Xx 0.54 $20,000
--------------------------------------------------------------------------------
70 18.45 13 000 Xxxxx Xxxx Xxxxx 0.435 $20,000
--------------------------------------------------------------------------------
71 18.45 14 000 Xxxxx Xxxx Xxxxx 0.563 $20,000
--------------------------------------------------------------------------------
72 18.45 15 000 Xxxxx Xxxx Xxxxx 0.576 $20,000
--------------------------------------------------------------------------------
73 18.45 16 000 Xxxxx Xxxx Xxxxx 0.57 $20,000
--------------------------------------------------------------------------------
74 18.45 17 000 Xxxxx Xxxx Xxxxx 0.573 $20,000
--------------------------------------------------------------------------------
75 18.53 2 000 Xxxxxxxxx Xxxxxx 0.374 $20,000
--------------------------------------------------------------------------------
76 18.53 3 000 Xxxxxxxxx Xxxxxx 0.385 $20,000
--------------------------------------------------------------------------------
77 18.53 4 000 Xxxxxxxxx Xxxxxx 0.299 $20,000
--------------------------------------------------------------------------------
78 18.53 5 000 Xxxxxxxxx Xxxxxx 0.303 $20,000
--------------------------------------------------------------------------------
79 18.53 6 000 Xxxxxxxxx Xxxxxx 0.333 $20,000
--------------------------------------------------------------------------------
80 18.53 7 000 Xxxxxxxxx Xxxxxx 0.35 $20,000
--------------------------------------------------------------------------------
81 18.53 8 000 Xxxxxxxxx Xxxxxx 0.354 $20,000
--------------------------------------------------------------------------------
82 18.53 9 000 Xxxxxxxxx Xxxxxx 0.358 $20,000
--------------------------------------------------------------------------------
83 18.53 10 000 Xxxxxxxxx Xxxxxx 0.378 $20,000
--------------------------------------------------------------------------------
84 18.53 56 000 Xxxxxxx Xxxxx Xxxx 0.812 $20,000
--------------------------------------------------------------------------------
Altamont Property
--------------------------------------------------------------------------------
A B C D E
--------------------------------------------------------------------------------
1 Block Lot
--------------------------------------------------------------------------------
2 No. No. Location Acres Price
--------------------------------------------------------------------------------
85 18.53 57 000 Xxxxxxx Xxxxx Xxxx 0.544 $20,000
--------------------------------------------------------------------------------
86 18.53 58 000 Xxxxxxx Xxxxx Xxxx 0.342 $20,000
--------------------------------------------------------------------------------
87 18.53 59 000 Xxxxxxx Xxxxx Xxxx 0.321 $20,000
--------------------------------------------------------------------------------
88 18.53 60 000 Xxxxxxx Xxxxx Xxxx 0.343 $20,000
--------------------------------------------------------------------------------
89 18.53 61 000 Xxxxxxx Xxxxx Xxxx 0.426 $20,000
--------------------------------------------------------------------------------
90 18.53 62 000 Xxxxxxx Xxxxx Xxxx 0.42 $20,000
--------------------------------------------------------------------------------
91 18.53 63 000 Xxxxxxx Xxxxx Xxxx 0.489 $20,000
--------------------------------------------------------------------------------
92 18.53 64 000 Xxxxxxx Xxxxx Xxxx 0.477 $20,000
--------------------------------------------------------------------------------
93 18.53 65 000 Xxxxxxx Xxxxx Xxxx 0.34 $20,000
--------------------------------------------------------------------------------
94 18.53 66 000 Xxxxxxx Xxxxx Xxxx 0.334 $20,000
--------------------------------------------------------------------------------
95 18.53 67 000 Xxxxxxx Xxxxx Xxxx 0.389 $20,000
--------------------------------------------------------------------------------
96 18.55 15 000 Xxxxx Xxxxx Xxxxx 0.355 $35,000
--------------------------------------------------------------------------------
97
--------------------------------------------------------------------------------
98 $2,171,250
--------------------------------------------------------------------------------
Page 3
CNB Property
--------------------------------------------------------------------------------
Block Lot
--------------------------------------------------------------------------------
No. No. Location Acres Price
--------------------------------------------------------------------------------
18.43 1 000 Xxxxxx Xxxxx Xxxx 0.472 $20,000
--------------------------------------------------------------------------------
18.43 2 000 Xxxxx Xxxx Xxxxx 0.379 $20,000
--------------------------------------------------------------------------------
18.43 3 000 Xxxxx Xxxx Xxxxx 0.35 $20,000
--------------------------------------------------------------------------------
18.43 4 000 Xxxxx Xxxx Xxxxx 0.35 $20,000
--------------------------------------------------------------------------------
18.43 5 000 Xxxxx Xxxx Xxxxx 0.352 $20,000
--------------------------------------------------------------------------------
18.43 6 000 Xxxxx Xxxx Xxxxx 0.879 $20,000
--------------------------------------------------------------------------------
18.43 10 000 Xxxxx Xxxx Xxxxx 0.413 $20,000
--------------------------------------------------------------------------------
18.43 12 000 Xxxxx Xxxx Xxxxx 0.399 $20,000
--------------------------------------------------------------------------------
18.43 13 000 Xxxxx Xxxx Xxxxx 0.382 $20,000
--------------------------------------------------------------------------------
18.43 70 000 Xxx Xxxx 0.727 $20,000
--------------------------------------------------------------------------------
18.43 71 000 Xxx Xxxx 0.722 $20,000
--------------------------------------------------------------------------------
18.43 72 000 Xxx Xxxx 0.772 $20,000
--------------------------------------------------------------------------------
18.43 73 000 Xxxxxx Xxxxx Xxxx 0.842 $20,000
--------------------------------------------------------------------------------
18.43 74 000 Xxxxxx Xxxxx Xxxx 0.442 $20,000
--------------------------------------------------------------------------------
18.43 75 000 Xxxxxx Xxxxx Xxxx 0.445 $20,000
--------------------------------------------------------------------------------
18.43 76 000 Xxxxxx Xxxxx Xxxx 0.495 $20,000
--------------------------------------------------------------------------------
18.43 77 000 Xxxxxx Xxxxx Xxxx 0.503 $20,000
--------------------------------------------------------------------------------
18.43 78 000 Xxxxxx Xxxxx Xxxx 0.501 $20,000
--------------------------------------------------------------------------------
18.43 79 000 Xxxxxx Xxxxx Xxxx 0.46 $20,000
--------------------------------------------------------------------------------
18.44 16 000 Xxxxxx Xxxx 0.383 $20,000
--------------------------------------------------------------------------------
18.44 17 000 Xxxxxx Xxxx 0.355 $20,000
--------------------------------------------------------------------------------
18.44 18 000 Xxxxxx Xxxx 0.355 $20,000
--------------------------------------------------------------------------------
18.44 19 000 Xxxxxx Xxxx 0.355 $20,000
--------------------------------------------------------------------------------
18.44 20 000 Xxxxxx Xxxx 0.352 $20,000
--------------------------------------------------------------------------------
18.44 21 000 Xxxxxx Xxxx 0.353 $20,000
--------------------------------------------------------------------------------
18.44 22 000 Xxxxxx Xxxx 0.43 $20,000
--------------------------------------------------------------------------------
18.44 23 000 Xxxxxx Xxxx 0.43 $20,000
--------------------------------------------------------------------------------
18.44 24 000 Xxxxxx Xxxx 0.433 $20,000
--------------------------------------------------------------------------------
18.44 25 000 Xxxxxx Xxxx 0.436 $20,000
--------------------------------------------------------------------------------
18.44 26 000 Xxxxxx Xxxx 0.439 $20,000
--------------------------------------------------------------------------------
18.44 27 000 Xxxxxx Xxxx 0.443 $20,000
--------------------------------------------------------------------------------
18.44 28 000 Xxxxxx Xxxx 0.446 $20,000
--------------------------------------------------------------------------------
18.44 29 000 Xxxxxx Xxxxx Xxxx 0.662 $20,000
--------------------------------------------------------------------------------
18.45 1 000 Xxxxxx Xxxx 0.576 $20,000
--------------------------------------------------------------------------------
18.45 2 000 Xxxxxx Xxxx 0.449 $20,000
--------------------------------------------------------------------------------
18.45 3 000 Xxxxxx Xxxx 0.448 $20,000
--------------------------------------------------------------------------------
18.45 4 000 Xxxxxx Xxxx 0.448 $20,000
--------------------------------------------------------------------------------
18.45 5 000 Xxxxxx Xxxx 0.447 $20,000
--------------------------------------------------------------------------------
18.45 7 000 Xxxxxx Xxxx 0.344 $20,000
--------------------------------------------------------------------------------
18.45 8 000 Xxxxxx Xxxx 0.347 $20,000
--------------------------------------------------------------------------------
18.45 9 000 Xxxxxx Xxxx 0.349 $20,000
--------------------------------------------------------------------------------
18.45 10 000 Xxxxxx Xxxx 0.351 $20,000
--------------------------------------------------------------------------------
CNB Property
--------------------------------------------------------------------------------
Block Lot
--------------------------------------------------------------------------------
No. No. Location Acres Price
--------------------------------------------------------------------------------
18.45 11 000 Xxxxxx Xxxx 0.353 $20,000
--------------------------------------------------------------------------------
18.45 12 000 Xxxxxx Xxxx 0.376 $20,000
--------------------------------------------------------------------------------
18.45 18 000 Xxxxx Xxxx Xxxxx 0.605 $20,000
--------------------------------------------------------------------------------
18.45 19 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 20 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 21 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 22 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 23 000 Xxxxx Xxxx Xxxxx 0.416 $20,000
--------------------------------------------------------------------------------
$1,000,000
--------------------------------------------------------------------------------
Page 2
Schedule C
PAYMENT OF NOTES & OBLIGATIONS AT CLOSING
Payee Amount
--------------------------------------------------------------------------------
Altamont Development Corp. $ 207,235
Xxxx Xxxxx $ 100,000
Xxxxxx United Bank Loan #004100238301 $ 75,019
AC Management Company, Inc. $ 263,000
National Bank of Sussex County - Loan #53385 $1,662,315
National Bank of Sussex County - Loan #53705 $ 175,793
Highpoint Country Club Golf Assocaiates, Inc. $ 125,000
==========
Total Payment of Notes & Obligations $2,608,362
Schedule D
PAYMENT SCHEDULE FOR RELEASE
OF PURCHASE MONEY MORTGAGE
Block & Lot Number: Amount Payee
------------------------------------------------------------------------------------------------------------
Xxxxx 00 Xxx 00 $ 10,500 AC Management Company, Inc.
Xxxxx 00 Xxx 00 10,500 AC Management Company, Inc.
Xxxxx 00 Xxx 00 10,500 AC Management Company, Inc.
Xxxxx 00 Xxx 00 10,500 AC Management Company, Inc.
Block 18.43 Xxx 00 0,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.42 Xxx 00 0,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.42 Xxx 00 0,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.46 Xxx 00 0,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.42 Xxx 00 0,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.42 Xxx 000 0,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.43 Xxx 00 00,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.43 Xxx 00 00,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18.43 Xxx 00 00,000 Xxxxxxxx Xxxxxxxxxxx Xxxx.
Xxxxx 18 Lot 147 12,500 Altamont Development Corp.
Xxxxx 00 Xxx 000 12,500 Altamont Development Corp.
Block 18.55 Xxx 0 0,000 Xxxx Xxxxx
Xxxxx 18.55 Xxx 00 0,000 Xxxx Xxxxx
Xxxxx 18.55 Xxx 00 0,000 Xxxx Xxxxx
Xxxxx 18.56 Lot 12 3,996 Xxxx Xxxxx
Block 18 Lot 85 1,500 Xxxx Xxxxx
Block 18.46 Lot 11 12,500 Xxxx X. Xxxxx
Block 18.53 Lot 21 12,500 Xxxx X. Xxxxx
Block 18.46 Lot 21 12,500 Xxxx X. Xxxxx
------------------------------------------------------------------------------------------------------------
Subtotal $ 212,246
Xxxxx 00 Xxxx 00-00:
25 unimproved lots-New Lake Road @
$10,500 per lot less $6,000
per lot road cost(a total of $150,000) $ 112,500 AC Management Company, Inc.
Purchase Money Mortgage for
135 unimproved lots (list attached)
in the amount of $1,039,392 less $5,556
per lot road cost (a total of $750,000)* $ 289,392 Altamont Development Corp.
============================================================================================================
Total Purchase Money Mortgage
Release $ 614,138
* The Purchase Money Mortgage amount of $289,392 payable to Altamont
Development Corp. will be paid upon completion of all roads to be built by
the Seller and after any adjustments made pursuant to Paragraph 16 "The
Seller's Representations".
Altamont Property
--------------------------------------------------------------------------------
A B C D E
--------------------------------------------------------------------------------
1 Block Lot
--------------------------------------------------------------------------------
2 No. No. Location Acres Price
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
4 18 60 000 Xxxxxxx Xxxxx Xxxx 0.313 $20,000
--------------------------------------------------------------------------------
5 18 61 000 Xxxxxxx Xxxxx Xxxx 0.248 $20,000
--------------------------------------------------------------------------------
6 18 62 000 Xxxxxxx Xxxxx Xxxx 0.401 $20,000
--------------------------------------------------------------------------------
7 18 63 000 Xxxxxxx Xxxxx Xxxx 0.351 $20,000
--------------------------------------------------------------------------------
8 18 64 000 Xxxxxxx Xxxxx Xxxx 0.265 $20,000
--------------------------------------------------------------------------------
9 18 65 000 Xxxxxxx Xxxxx Xxxx 0.292 $20,000
--------------------------------------------------------------------------------
10 18 66 314 Rolling Ridge Road 0.248 $20,000
--------------------------------------------------------------------------------
11 18 67 316 Rolling Ridge Road 0.2656 $20,000
--------------------------------------------------------------------------------
12 18 68 318 Rolling Ridge Road 0.241 $20,000
--------------------------------------------------------------------------------
13 18 69 320 Rolling Ridge Road 0.248 $20,000
--------------------------------------------------------------------------------
14 18 70 322 Rolling Ridge Road 0.301 $20,000
--------------------------------------------------------------------------------
15 18 71 324 Rolling Ridge Road 0.312 $20,000
--------------------------------------------------------------------------------
16 18 72 326 Rolling Ridge Road 0.265 $20,000
--------------------------------------------------------------------------------
17
--------------------------------------------------------------------------------
18
--------------------------------------------------------------------------------
19 18 132 306 Xxxxxx Xxxxx Rd. 0.406 $20,000
--------------------------------------------------------------------------------
20 18 133 308 Xxxxxx Xxxxx Rd. 0.39 $20,000
--------------------------------------------------------------------------------
21 18 134 310 Xxxxxx Xxxxx Rd. 0.382 $20,000
--------------------------------------------------------------------------------
22 18 135 312 Xxxxxx Xxxxx Rd. 0.375 $20,000
--------------------------------------------------------------------------------
23 18 136 314 Xxxxxx Xxxxx Rd. 0.368 $20,000
--------------------------------------------------------------------------------
24 18 137 316 Xxxxxx Xxxxx Rd. 0.361 $20,000
--------------------------------------------------------------------------------
25 18 138 318 Xxxxxx Xxxxx Rd. 0.353 $20,000
--------------------------------------------------------------------------------
26 18 139 320 Xxxxxx Xxxxx Rd. 0.356 $20,000
--------------------------------------------------------------------------------
27 18 140 322 Xxxxxx Xxxxx Rd. 0.417 $20,000
--------------------------------------------------------------------------------
28 18 141 324 Xxxxxx Xxxxx Rd. 0.513 $20,000
--------------------------------------------------------------------------------
29 18 142 326 Xxxxxx Xxxxx Rd. 0.52 $20,000
--------------------------------------------------------------------------------
30 18 143 328 Xxxxxx Xxxxx Rd. 0.421 $20,000
--------------------------------------------------------------------------------
31 18 144 330 Xxxxxx Xxxxx Rd. 0.353 $20,000
--------------------------------------------------------------------------------
32 18 145 332 Xxxxxx Xxxxx Rd. 0.355 $20,000
--------------------------------------------------------------------------------
33 18 146 334 Xxxxxx Xxxxx Rd. 0.411 $20,000
--------------------------------------------------------------------------------
34
--------------------------------------------------------------------------------
35
--------------------------------------------------------------------------------
36 18.42 101 000 Xxxxxx Xx. 0.374 $20,000
--------------------------------------------------------------------------------
37 18.42 102 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
38 18.42 103 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
39 18.42 104 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
40 18.42 105 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
41 18.42 106 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
42 18.42 107 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
43 18.43 14 000 Xxxxx Xxxx Xxxxx 0.373 $20,000
--------------------------------------------------------------------------------
Altamont Property
--------------------------------------------------------------------------------
A B C D E
--------------------------------------------------------------------------------
1 Block Lot
--------------------------------------------------------------------------------
2 No. No. Location Acres Price
--------------------------------------------------------------------------------
44 18.43 15 000 Xxxxx Xxxx Xxxxx 0.367 $20,000
--------------------------------------------------------------------------------
45 18.43 16 000 Xxxxx Xxxx Xxxxx 0.479 $20,000
--------------------------------------------------------------------------------
46 18.43 17 000 Xxxxx Xxxx Xxxxx 0.932 $20,000
--------------------------------------------------------------------------------
47 18.43 18 000 Xxxxx Xxxx Xxxxx 1.389 $20,000
--------------------------------------------------------------------------------
48 18.43 19 000 Xxxxx Xxxx Xxxxx 0.53 $20,000
--------------------------------------------------------------------------------
49 18.43 20 000 Xxxxx Xxxx Xxxxx 0.447 $20,000
--------------------------------------------------------------------------------
50 18.43 21 000 Xxxxx Xxxx Xxxxx 0.464 $20,000
--------------------------------------------------------------------------------
51 18.43 22 000 Xxxxx Xxxx Xxxxx 0.504 $20,000
--------------------------------------------------------------------------------
52 18.43 23 000 Xxxxx Xxxx Xxxxx 0.452 $20,000
--------------------------------------------------------------------------------
53 18.43 24 000 Xxxxx Xxxx Xxxxx 0.405 $20,000
--------------------------------------------------------------------------------
54 18.43 25 000 Xxxxx Xxxx Xxxxx 0.512 $20,000
--------------------------------------------------------------------------------
55 18.44 1 000 Xxxxxx Xxxxx Xxxx 0.631 $20,000
--------------------------------------------------------------------------------
56 18.44 2 000 Xxxxxx Xx. 0.436 $20,000
--------------------------------------------------------------------------------
57 18.44 3 000 Xxxxxx Xx. 0.423 $20,000
--------------------------------------------------------------------------------
58 18.44 4 000 Xxxxxx Xx. 0.409 $20,000
--------------------------------------------------------------------------------
59 18.44 5 000 Xxxxxx Xx. 0.396 $20,000
--------------------------------------------------------------------------------
60 18.44 6 000 Xxxxxx Xx. 0.383 $20,000
--------------------------------------------------------------------------------
61 18.44 7 000 Xxxxxx Xx. 0.369 $20,000
--------------------------------------------------------------------------------
62 18.44 8 000 Xxxxxx Xx. 0.357 $20,000
--------------------------------------------------------------------------------
63 18.44 10 000 Xxxxxx Xx. 0.384 $20,000
--------------------------------------------------------------------------------
64 18.44 11 000 Xxxxxx Xx. 0.381 $20,000
--------------------------------------------------------------------------------
65 18.44 12 000 Xxxxxx Xx. 0.364 $20,000
--------------------------------------------------------------------------------
66 18.44 13 000 Xxxxxx Xx. 0.358 $20,000
--------------------------------------------------------------------------------
67 18.44 14 000 Xxxxxx Xx. 0.363 $20,000
--------------------------------------------------------------------------------
68 18.44 15 000 Xxxxxx Xx. 0.377 $20,000
--------------------------------------------------------------------------------
69 18.44 30 000 Xxxxxx Xxxxx Xxxx 0.54 $20,000
--------------------------------------------------------------------------------
70 18.45 13 000 Xxxxx Xxxx Xxxxx 0.485 $20,000
--------------------------------------------------------------------------------
71 18.45 14 000 Xxxxx Xxxx Xxxxx 0.563 $20,000
--------------------------------------------------------------------------------
72 18.45 15 000 Xxxxx Xxxx Xxxxx 0.576 $20,000
--------------------------------------------------------------------------------
73 18.45 16 000 Xxxxx Xxxx Xxxxx 0.57 $20,000
--------------------------------------------------------------------------------
74 18.45 17 000 Xxxxx Xxxx Xxxxx 0.573 $20,000
--------------------------------------------------------------------------------
75 18.53 2 000 Xxxxxxxxx Xxxxxx 0.374 $20,000
--------------------------------------------------------------------------------
76 18.53 3 000 Xxxxxxxxx Xxxxxx 0.385 $20,000
--------------------------------------------------------------------------------
77 18.53 4 000 Xxxxxxxxx Xxxxxx 0.299 $20,000
--------------------------------------------------------------------------------
78 18.53 5 000 Xxxxxxxxx Xxxxxx 0.303 $20,000
--------------------------------------------------------------------------------
79 18.53 6 000 Xxxxxxxxx Xxxxxx 0.333 $20,000
--------------------------------------------------------------------------------
80 18.53 7 000 Xxxxxxxxx Xxxxxx 0.35 $20,000
--------------------------------------------------------------------------------
81 18.53 8 000 Xxxxxxxxx Xxxxxx 0.354 $20,000
--------------------------------------------------------------------------------
82 18.53 9 000 Xxxxxxxxx Xxxxxx 0.358 $20,000
--------------------------------------------------------------------------------
83 18.53 10 000 Xxxxxxxxx Xxxxxx 0.378 $20,000
--------------------------------------------------------------------------------
84 18.53 56 000 Xxxxxxx Xxxxx Xxxx 0.812 $20,000
--------------------------------------------------------------------------------
Altamont Property
--------------------------------------------------------------------------------
A B C D E
--------------------------------------------------------------------------------
1 Block Lot
--------------------------------------------------------------------------------
2 No. No. Location Acres Price
--------------------------------------------------------------------------------
85 18.53 57 000 Xxxxxxx Xxxxx Xxxx 0.544 $20,000
--------------------------------------------------------------------------------
86 18.53 58 000 Xxxxxxx Xxxxx Xxxx 0.342 $20,000
--------------------------------------------------------------------------------
87 18.53 59 000 Xxxxxxx Xxxxx Xxxx 0.321 $20,000
--------------------------------------------------------------------------------
88 18.53 60 000 Xxxxxxx Xxxxx Xxxx 0.343 $20,000
--------------------------------------------------------------------------------
89 18.53 61 000 Xxxxxxx Xxxxx Xxxx 0.426 $20,000
--------------------------------------------------------------------------------
90 18.53 62 000 Xxxxxxx Xxxxx Xxxx 0.42 $20,000
--------------------------------------------------------------------------------
91 18.53 63 000 Xxxxxxx Xxxxx Xxxx 0.489 $20,000
--------------------------------------------------------------------------------
92 18.53 64 000 Xxxxxxx Xxxxx Xxxx 0.477 $20,000
--------------------------------------------------------------------------------
93 18.53 65 000 Xxxxxxx Xxxxx Xxxx 0.34 $20,000
--------------------------------------------------------------------------------
94 18.53 66 000 Xxxxxxx Xxxxx Xxxx 0.334 $20,000
--------------------------------------------------------------------------------
95 18.53 67 000 Xxxxxxx Xxxxx Xxxx 0.389 $20,000
--------------------------------------------------------------------------------
96
--------------------------------------------------------------------------------
97
--------------------------------------------------------------------------------
98
--------------------------------------------------------------------------------
CNB Property
--------------------------------------------------------------------------------
Block Lot
--------------------------------------------------------------------------------
No. No. Location Acres Price
--------------------------------------------------------------------------------
18.43 1 000 Xxxxxx Xxxxx Xxxx 0.472 $20,000
--------------------------------------------------------------------------------
18.43 2 000 Xxxxx Xxxx Xxxxx 0.379 $20,000
--------------------------------------------------------------------------------
18.43 3 000 Xxxxx Xxxx Xxxxx 0.35 $20,000
--------------------------------------------------------------------------------
18.43 4 000 Xxxxx Xxxx Xxxxx 0.35 $20,000
--------------------------------------------------------------------------------
18.43 5 000 Xxxxx Xxxx Xxxxx 0.352 $20,000
--------------------------------------------------------------------------------
18.43 6 000 Xxxxx Xxxx Xxxxx 0.879 $20,000
--------------------------------------------------------------------------------
18.43 10 000 Xxxxx Xxxx Xxxxx 0.413 $20,000
--------------------------------------------------------------------------------
18.43 12 000 Xxxxx Xxxx Xxxxx 0.399 $20,000
--------------------------------------------------------------------------------
18.43 13 000 Xxxxx Xxxx Xxxxx 0.382 $20,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
18.43 73 000 Xxxxxx Xxxxx Xxxx 0.842 $20,000
--------------------------------------------------------------------------------
18.43 74 000 Xxxxxx Xxxxx Xxxx 0.442 $20,000
--------------------------------------------------------------------------------
18.43 75 000 Xxxxxx Xxxxx Xxxx 0.445 $20,000
--------------------------------------------------------------------------------
18.43 76 000 Xxxxxx Xxxxx Xxxx 0.495 $20,000
--------------------------------------------------------------------------------
18.43 77 000 Xxxxxx Xxxxx Xxxx 0.503 $20,000
--------------------------------------------------------------------------------
18.43 78 000 Xxxxxx Xxxxx Xxxx 0.501 $20,000
--------------------------------------------------------------------------------
18.43 79 000 Xxxxxx Xxxxx Xxxx 0.46 $20,000
--------------------------------------------------------------------------------
18.44 16 000 Xxxxxx Xxxx 0.383 $20,000
--------------------------------------------------------------------------------
18.44 17 000 Xxxxxx Xxxx 0.355 $20,000
--------------------------------------------------------------------------------
18.44 18 000 Xxxxxx Xxxx 0.355 $20,000
--------------------------------------------------------------------------------
18.44 19 000 Xxxxxx Xxxx 0.355 $20,000
--------------------------------------------------------------------------------
18.44 20 000 Xxxxxx Xxxx 0.352 $20,000
--------------------------------------------------------------------------------
18.44 21 000 Xxxxxx Xxxx 0.353 $20,000
--------------------------------------------------------------------------------
18.44 22 000 Xxxxxx Xxxx 0.43 $20,000
--------------------------------------------------------------------------------
18.44 23 000 Xxxxxx Xxxx 0.43 $20,000
--------------------------------------------------------------------------------
18.44 24 000 Xxxxxx Xxxx 0.433 $20,000
--------------------------------------------------------------------------------
18.44 25 000 Xxxxxx Xxxx 0.436 $20,000
--------------------------------------------------------------------------------
18.44 26 000 Xxxxxx Xxxx 0.439 $20,000
--------------------------------------------------------------------------------
18.44 27 000 Xxxxxx Xxxx 0.443 $20,000
--------------------------------------------------------------------------------
18.44 28 000 Xxxxxx Xxxx 0.446 $20,000
--------------------------------------------------------------------------------
18.44 29 000 Xxxxxx Xxxxx Xxxx 0.662 $20,000
--------------------------------------------------------------------------------
18.45 1 000 Xxxxxx Xxxx 0.576 $20,000
--------------------------------------------------------------------------------
18.45 2 000 Xxxxxx Xxxx 0.449 $20,000
--------------------------------------------------------------------------------
18.45 3 000 Xxxxxx Xxxx 0.448 $20,000
--------------------------------------------------------------------------------
18.45 4 000 Xxxxxx Xxxx 0.448 $20,000
--------------------------------------------------------------------------------
18.45 5 000 Xxxxxx Xxxx 0.447 $20,000
--------------------------------------------------------------------------------
18.45 7 000 Xxxxxx Xxxx 0.344 $20,000
--------------------------------------------------------------------------------
18.45 8 000 Xxxxxx Xxxx 0.347 $20,000
--------------------------------------------------------------------------------
18.45 9 000 Xxxxxx Xxxx 0.349 $20,000
--------------------------------------------------------------------------------
18.45 10 000 Xxxxxx Xxxx 0.351 $20,000
--------------------------------------------------------------------------------
CNB Property
--------------------------------------------------------------------------------
Block Lot
--------------------------------------------------------------------------------
No. No. Location Acres Price
--------------------------------------------------------------------------------
18.45 11 000 Xxxxxx Xxxx 0.353 $20,000
--------------------------------------------------------------------------------
18.45 12 000 Xxxxxx Xxxx 0.376 $20,000
--------------------------------------------------------------------------------
18.45 18 000 Xxxxx Xxxx Xxxxx 0.605 $20,000
--------------------------------------------------------------------------------
18.45 19 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 20 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 21 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 22 000 Xxxxx Xxxx Xxxxx 0.459 $20,000
--------------------------------------------------------------------------------
18.45 23 000 Xxxxx Xxxx Xxxxx 0.416 $20,000
--------------------------------------------------------------------------------
Schedule E
LOCK-UP AND PURCHASE AGREEMENT
The undersigned, __________________ (hereinafter referred to as "Stockholder"),
the owner of ________________, intending to be legally bound hereby and in
consideration of the purchase by United States Properties, Inc., Xxx Xxxxxxx
Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxx 00000 of the above real estate for
_______________ shares of the (restricted) Common Stock of United States
Properties, Inc., intending United States Properties, Inc. to rely hereupon,
hereby agrees with United States Properties, Inc. as follows:
1. The undersigned Stockholder hereby represents and warrants to United States
Properties, Inc. that until the earlier of:
(a) both the release by United States Properties, Inc. of the restriction
imposed by this Lock-up Agreement and the expiration of the holding
period required by the Securities & Exchange Commission for restricted
stock held by a person having the status of Stockholder at the time;
or
(b) 5:00 PM Eastern Standard Time on that date which is 24 months after
the closing of the purchase transaction and the issuance of the shares
hereby restricted;
said Stockholder shall not sell, transfer, pledge or otherwise sell or dispose
of his holdings of such restricted shares of United States Properties, Inc.
During such lock-up period, any other attempted transfer shall be null and void.
To protect United States Properties, Inc. with respect to this lock-up
agreement, said Stockholder hereby authorizes United States Properties, Inc.,
upon execution hereof, to instruct its Transfer Agent to restrict transfer of
such shares during the term of this lock-up agreement and to xxxx its records to
show that such shares are subject to the transfer restriction granted hereby.
Dated:____________, 1997
WITNESS:
---------------------------- -------------------------
Stockholder
Schedule F
CAPITAL IMPROVEMENTS
Roadways (Right-of-way) and Roadway Infrastructure
1. The remaining roadway infrastructure development will include utility
trenching and community water to each lot, pipe bedding, water boxes,
manholes and catch basins.
2. Roadways shall be constructed in accordance with the Montague Township
Minimum Road Design Standards For Roadway Acceptance, Appendix A (ss.
00-00), "Xxxxx Xxxxxx". These minimum guidelines include, but are not
limited to the following:
a Right-of-way width shall be 50 feet.
i. Pavement - Bituminous concrete surface course, 1 1/2 inches
thick.
ii. Base Course - 2 1/2-inch bituminous stabilized base.
iii. Subbase - 6-inch dense graded aggregate base.
OR
b. Right-of-way width shall be 50 feet.
i. Pavement - Bituminous concrete surface course, 1 1/2 inches top
course.
ii. Base Course - 3-inch lime-fly ash stabilized base.
iii. Subbase - 3-inch dense graded aggregate base.
Schedule G
MONTAGUE TOWNSHIP R--4 ZONING REGULATIONS
(SEE ATTACHED)
ss. 76-43 ZONING ss. 76-52
cluding the area lying within the access right-of-way, and excluding the
area lying within the bed of any adjacent public or approved private
street.
B. The minimum lot width at the building, line shall be three hundred (300)
feet, and the minimum lot depth shall two hundred fifty (250) feet.
[Amended 2-11-86 by Ord. No. 86-2]
C. The minimum lot frontage on a cul-de-sac shall be seventy-five (75) feet
at the street right-of-way line.
D. The minimum distance from any building to any lot line, including the
nearest street right-of-way line, shall be fifty (50) feet.
ss. ss. 74-44 through 76-51. (Reserved)
ARTICLE IX
R-4 High Density Residential District
ss. 76-52. Purposes.
The purpose and intent of this Article is to permit and encourage continued
development of an already established recreation-oriented high density complex
formerly known as "Holiday Lakes," which will stabilize and enhance the
character of the district of which it is a part, promote the conservation of
natural features, provide a mix of housing types as part of an overall plan for
this large tract of land, and to preserve the health, welfare and safety of the
entire community. Lot sizes and density have been established as a means of
allowing the developer to provide, where feasible, public sewer and water,
creating attractive and usable open space, preserving desirable natural features
and tree cover and providing designs of lot layout, street alignment and
building orientation which are both attractive and practicable.
7633
2-11-86
ss. 76-53 MONTAGUE CODE ss. 76-53
ss. 76-53. Tract requirements.
A. A tract under single ownership of an area not less than one hundred
(100) acres shall be required for this zone. If there are less than
one hundred (100) acres, the controls of an R-3 Zone must apply. The
tract may be divided by an existing
(Con't on page 7643)
7634
ss. 76-53 ZONING ss. 00-00
xxxxxx xxxxxx which may be retained as part of the plan for the
development or relocation in accordance with an approved site plan.
B. Central water and central sewer service shall be required except in
cases where the Board of Health makes a specific finding that an
alternate system is completely satisfactory considering all
circumstances. Any central water and central sewer shall be approved
by the Montague Township Board of Health, the Sussex County Health
Department and the New Jersey Department of Environmental
Protection.
C. All improvements shall be installed in accordance with an approved
site plan.
ss. 76-54. Procedure.
In the R-4 Zone, a master site plan must be provided so that individual
applications can be judged by the Planning Board in relation to the overall
plan.
ss. 76-55. Permitted uses. [Amended 12-11-90 by Ord. No. 90-14]
The permitted uses within this zone are as follows:
A. Single-family detached, single-family semidetached and single-family
attached residences.
B. Two-family detached, two-family semiattached residences.
C. Multiple dwellings containing not more than six (6) dwelling units.
D. Golf courses.
ss. 76-56. Accessory uses.
A. The following are accessory uses:
(1) Private garages accessory to a dwelling.
7643 12-18-90
ss. 76-56 MONTAGUE CODE ss. 76-58
(2) Recreation-oriented facilities, such as lakes, docks, beaches,
boathouses, swimming pools, tennis courts, stables and like
accessory buildings. Directional and identification signs shall
be no larger than twelve (12) square feet.
(3) Customary buildings accessory to golf courses including lockers,
professional shops, repair shops, maintenance buildings, storage
areas and garages provided that said uses do not interfere with
the community scheme of the X-0 Xxxx Xxxxxxxx or the community
scheme of any abutting properties; specifically excluded from the
aforementioned accessory buildings are restaurants, taverns and
bars. [Amended 12-11-90 by Ord. No. 90-14]
ss. 76-57. Buffer zones and off-street parking.
A. There shall be a minimum seventy-five-foot buffer zone between any
nonresidential use in the R-4 Zone and any adjoining residential
zone. The buffer zone shall have at least two (2) staggered rows of
evergreens on fifteen foot centers, with trees not less than four (4 )
feet in height.
B. There shall be adequate off-street parking provided for all
residential units. No parking area shall be closer than eight (8) feet
from the main building.
ss. 76-58. Lot area and dimension.
A. Lot area and dimension shall be as follows:
(1) Minimum lot area: seventeen thousand ( 17,000) square feet.
(2) Each additional dwelling unit in excess of four (4) units: five
thousand (5,000) square feet per additional unit.
(3) Minimum lot width: one hundred ( 100) feet.
7644 12-18-90
ss. 76-58 ZONING ss. 76-58
(4) Minimum lot depth: one hundred fifty ( 150) feet.
(5) Minimum front yard: thirty (30) feet.
(6) Minimum side yard: twenty (20) feet.
(7) Minimum rear bard: twenty-five (25) feet.
7644.1 12-18-90
ss. 76-58 ZONING ss. 76-59
(8) Minimum livable floor area per apartment dwelling unit: six
hundred (600) square feet.
(9) Off-street parking per dwelling unit: two (2).
(10) Maximum building height: thirty-five (35) feet.
(11) Maximum lot coverage: twenty-five percent (25%).
(12) Maximum dwelling units per building: six (6).
(13) Maximum dwellings units per acre: nine (9).
(14} Minimum road frontage on cul-de-sac lots: seventy-five (75) feet.
B. The average residential gross density of the project shall not exceed
four (4) dwelling units per acre.
C. No structure shall be closer to a zone boundary than fifty (50) feet,
except for lots approved by the Planning Board prior to the passage
of this chapter.
ss. 76-59. Open space.
A. Recreation use.
(1) At least twenty-five percent (25%) of the gross land area of a
development in a R-4 Zone shall be reserved for recreational use
by:
(a) Conveying same to the Township of Montague if acceptable to
the township;
(b) Conveying same to an organization established expressly for
the ownership and maintenance of such open space; or
(c) Establishing said open space for recreational use by maps
filed showing the dedication.
(2) Regardless of the method used, such land shall be set aside in
perpetuity for the use of the residents of the development and
such other persons or classes of persons as may be permitted.
7645 08-25-82
ss. 76-59 MONTAGUE CODE ss. 76-59
(3) Any proposed conveyance, master deed under the Condominium Act
or certificate of incorporation and homeowners of a homeowners'
association shall be submitted to the Planning Board for
approval.
B. The area to be reserved or dedicated for open space shall be so
located and of such a shape as to be acceptable to the Planning Board.
C. All open space area shall be left in its natural state by the
developer unless the Planning Board approves or directs the grading,
seeding and maintaining of all or a portion of such open space or
approves or directs the making of specified improvements, in which
case the land will be disturbed only as necessary to make the
specified improvements.
D. Open space areas may be used as park, playground or recreation areas,
including golf courses, swimming pools, equestrian trails and centers,
tennis courts, shuffleboard courts, basketball courts and similar
facilities; woodland or stream conservation areas; pedestrian
walkways, stream-course or drainage control areas; or children's
playground.
E. In the event that the organization established to own and maintain
common open space, or any successors' organization, shall at any time
fail to maintain the open space in reasonable order and condition in
accordance with the plan approved lay the Planning Board, the township
may serve written notice upon such organization or upon the residence
and owners, setting forth the manner in which the organization has
failed to maintain the open space in reasonable condition, and said
notice shall include a demand that such deficiencies of maintenance be
cured within thirty (30) days thereof and shall state the date and
place of a hearing thereon which shall be held within fourteen (14)
days of the notice. At such hearing the township may modify the terms
of the original notice as to the deficiencies and may give an
extension of time within which they shall be cured. If the
deficiencies set forth in the original notice or intent the
modification thereof shall not
----------
Editor's Note: See N.J.S,A. 46:813-1 et seq
7646 08-25-82
76-59 ZONING ss. 76-59
be cured within thirty (30) days or any extension thereof, the
township, in order to preserve the taxable values of the properties
and to prevent the common open space from becoming a public nuisance,
may enter upon said common open space and maintain the same for a
period of one (1) year. Said entry and maintenance shall not vest in
the public any rights to use the open space, except when the same is
voluntarily dedicated to the public by the residents and owners.
Before the expiration of said year, the township shall, upon its
initiative or upon the request of the organization theretofore
responsible for the maintenance of the common open space, call a
public hearing upon notice to such organization or to the residents
and owners to be held by the Township Committee, at which hearing such
organization or the residents and owners shall show cause why such
maintenance by the township shall not, at the election of the
township, continue for a succeeding year. If the governing body shall
determine that such organization is ready and able to maintain such
common open space in reasonable condition, the township shall cease to
maintain said common open space at the end of said year. If the
township shall determine such organization is not ready and able to
maintain said common open space in a reasonable condition, the
township may, in its discretion, continue to maintain said common open
space during the succeeding year and subject to a similar hearing and
determination in each year thereafter.
F. The cost of such maintenance by the township shall be assessed ratably
against the properties that have a right or enjoyment of the open
space and shall become a tax lien on said properties. The township, at
the time of entering upon said common open space for the purpse of
maintenance, shall file a notice of such lien in the office of the
County Clerk upon the properties affected by such lien.
G. Each deed shall provide that the property shall be subject to
assessment in the event that common open space, common structures or
common areas for which the grantee has received right to enjoyment
are not properly maintained.
7647 8-25-82
ss. 76-60
MONTAGUE CODE ss. 76-60
ss. 70-60. Streets and off-street parking, areas.
A. The Planning Board may require all streets within the tract which do
not directly implement the proposals of the Master Plan or Official
Map and do not provide a direct connection between existing streets
outside the tract to be transferred to the ownership of a homeowners'
association which has been or is to be established for maintenance and
repairs.
B. All off-street parking areas may be transferred to the ownership of
an existing, or proposed homeowners' association for maintenance and
repairs. Wherever planting, strips, medial grass strips or other
landscaped areas are proposed which will be visible to the general
public within the development, covenants and/or agreements shall
provide for the maintenance of such areas by the homeowner's
association even though they may be upon land subdivided into lots.
C. Streets.
(1) All streets and rights-of-way in the R-4 Zone shall be fifty (50)
feet in width.
(2) Entrances and exits shall be flared to meet the existing paving
and shall be constructed according to the township specification.
(3) The surfacing of interior streets shall be in accordance with the
Montague Township Subdivision Regulations.'
D. Off-street parking.
(1) Two (2) off-street parking spaces per dwelling unit, plus one
(1) space per ten (10) units for visitors.
(2) No parking area shall provide for more than fifty (50) vehicle
spaces. Parking areas shall be separated from each other by
planting strips at least ten (10) feet in width.
----------
Editor's Note: See Ch. 60, Subdivision of Land
7648 8-26-82
ss. 76-60 ZONING ss. 76-62
(3) Minimum width of access aisles to parking stalls shall be
twenty-five (25) feet:
(4) All internal parking areas and access aisles shall be constructed
to either of the following minimums:
(a) Crushed aggregate base course, Type A, or other material
approved by the Township Engineer, of six (6) inches
minimum depth and a surface course of CP-2, two and one-half
(2 1/2) inches in thickness; or
(b) Crushed aggregate base course as described above and a
bituminous-concrete surface course of two (2) inches'
minimum depth.
E. The site plan shall show existing contours and finished grade
elevations related to storm sewers.
F. The site plan shall indicate the internal lighting system proposed,
either with building-mounted or post mounted fixtures. Lights shall be
shielded to protect adjacent residential areas from glare.
ss. 76-61. Site plan approval required.
Site plan approval pursuant to the provisions of the Site Plan Review
Ordinance shall be submitted.
ARTICLE X
FP Floodplain District
ss. 76-62. Purpose.
The land use plan illustrates several floodplain areas as delineated by the
Soil Conservation Service, and these are shown on the Zoning Map. Since such
areas are subject to flooding, only limited use may be made of the land.
----------
[illegible]
7649 [illegible]
Schedule H
JUDGEMENT:
ALTAMONT DEVELOPMENT CORPORATION ET AL.,
PLANTIFFS
VS.
PROPERTY OWNERS, WATER LEGAL AND CONTINGENCY COMMITTEE, ET AL.,
DEFENDANTS
(SEE ATTACHED)
THIS PLEADING CLOSES THIS CASE
REC'D & SUPERIOR COURT OF N.J.
SUPERIOR COURT DOCKETED
OF NEW JERSEY
JAN 8 1985 FILED
JAN 8 1985 CP-16
XXXX X. XXXXXX JAN 02 1985
CLERK XXXXXXXX XXXXXXX
J.S.C.
XXXXX, XXXXX & XXXXXXX, P.C.
00 XXXXX 00 XXXXX
XXXXXXX, XXX XXXXXX 00000
(000) 000-0000
Attorneys for Plaintiffs
SUPERIOR COURT OF NEW JERSEY
CHANCERY DIVISION, SUSSEX
COUNTY
DOCKET NO. C 4307-81E*
--------------------------------------------------------------------------------
ALTAMONT DEVELOPMENT CORPORATION, :
ET AL, :
:
Plaintiffs : Civil Action
vs. :
PROPERTY OWNERS, WATER, LEGAL : JUDGMENT
AND CONTINGENCY COMMITTEE, ET AL,
:
Defendants. :
This matter being presented to the Court for Trial before the Xxxxxxxxx
Xxxxxxxx Xxxxxxx, J.S.C. sitting without jury in the Chancery Division of the
Superior Court of New Jersey on July 11,12,3O,31 and August 1 through 27
(excluding however, motion days & weekends) by XXXXX, XXXXX & XXXXXXX, P. C.
(XXXXX X. XXXXX, ESQUIRE, appearing) attorneys for the Plaintiffs, ALTAMONT
DEVELOPMENT CORPORATION AND HIGHPOINT COMMUNITY SERVICES ASSOCIATION, INC., and
in the presence of XXXXXXX X. XXXXX, ESQUIRE, attorney for the Defendant,
PROPERTY OWNERS, WATER, LEGAL AND CONTINGENCY COMMITTEE, XXXXXXX X. XXXXX,
ESQUIRE, attorney for the Defendant, CLUBHOUSE ASSOCIATES, INC., XXXXX X XXXXXX,
ESQUIRE, attorney for defendant Xxxxxxx Xxxxxx, et als, and XXXXX X.
* This action is consolidated with actions being the docket number
L-08478-82, C-2285-83E and C-3967-83E.
WULSTER, appearing pro se, and all property owners having been made parties to
this action, and the Court having considered the testimony adduced at trial, the
exhibits received in evidence, and having heard the argument of counsel, and the
Court having rendered a Letter Opinion dated October 12, 1984, and as further
described by the Court on November 9, 1984 during a status and clarification
conference conducted in open Court, and for good cause shown;
IT IS, on this 2 day of January, 1985,
ORDERED, DECREED AND ADJUDGED that Judgment be and the same is hereby
entered creating and establishing, in perpetuity, for The Highpoint Country Club
Community (as expanded herein to encompass the entire Xxxxxxxxx "X-0" Xxxx)
located adjacent to and along Clove Road, in the Township of Montague, County of
Sussex, and State of New Jersey, a community scheme of reservations,
restrictions, covenants, and limitations affecting and being applicable
uniformly to all lands and premises, lots and dwelling units situate therein, as
follows:
COMMUNITY CORPORATION
1.1 There shall forthwith be created, organized and established, by the
Special Trustee, named and appointed herein, a non-profit membership community
corporation (hereinafter referred to as "Community Corporation" or
"Corporation"), whose purpose is and shall be to acquire, own, administer,
operate, manage, maintain, and control designated facilities and amenities now
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situate at the High Point Country Club Community, formerly Holiday Lake or
Canyon Ridge (hereinafter collectively known as the "Community") and which shall
now and hereafter encompass all of the municipal "R-4" Zone (formerly the
"R.R.C. Zone" including lands commonly known as the Base Tract, the True Tract,
and the Xxxxxxxxx Tract) together generally located along Clove Road, in the
Township of Montague, County of Sussex and State of New Jersey.
1.2 Membership in the Corporation shall be available to and compulsory for
all present and for all future owners of real property located within the
Community.
1.3 Each member of the Corporation shall be entitled to vote by applying
the basic formula of one vote for each owned vacant lot and one vote for each
owned dwelling unit.
1.4 Altamont Development Corporation including, in each instance, its
successors and assigns (hereinafter collectively referred to as the "Developer")
shall, in all events and without limitation, be entitled to vote and to
initially cast that number of votes equal to 40% of the total number of votes
which all other members together are entitled to cast, irrespective of the
number of vacant lots or dwelling units which it may own.
1.5 When the property ownership of the Developer, as the result of land
sales, becomes subsequently diminished to a point where, in applying the basic
formula, it would be entitled to cast that number of votes which are less than
40% of such total, the Special Trustee shall so certify to the Court and to the
Developer
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and thereupon the number of votes which the Developer is thereafter entitled to
cast shall then be computed by applying the same basic formula, namely: one
vote for each vacant lot owned and one vote for each dwelling unit owned.
1.6 The Developer must be a member of the Community Corporation as long as
it owns at least one vacant lot or one dwelling unit.
1.7 Members of the Community Corporation and their social guests, shall
have the right to use and enjoy all of its facilities and amenities and to
receive all of the benefits arising therefrom, subject to such reasonable,
uniform and appropriate rules and regulations as the by-laws may, from time to
time, prescribe.
1.8 The Special Trustee shall forthwith draft the original Certificate of
Incorporation of and the by-laws for the Community Corporation after having
consulted with counsel whose appearances are hereinabove noted and with Xxxxx X.
Xxxxxxx.
1.9 The Special Trustee shall forthwith organize and conduct the first
meeting and election for those members, in good standing, who shall serve on the
initial Board of Trustees of the Community Corporation.
1.10 The Board of Trustees or the Community Corporation shall thereupon
amend, modify, ratify, and then adopt the initial by-laws, and from thenceforth
shall administer, manage, govern, operate, supervise and control all corporate
assets and activities.
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1.11 The Board of Trustees of the Community Corporation shall, from time to
time and pursuant to the by-laws, formulate and adopt budgets, and determine,
establish, promulgate, impose, levy and collect from the membership, dues and
assessments sufficient to satisfy all authorized corporate obligations.
1.12 The membership dues and assessments, allocated to the Developer shall
be similarly determined and established by the Board of Trustees, provided,
however, that the Board, in so doing shall implement and apply due regard and
consideration to the unique, special, and distinct needs and responsibilities of
the Developer.
1.13 Thus the Developer need not be required to pay dues and assessments
which are mathematically equivalent to or commensurate with its voting power.
SUBSEQUENT APPLICATIONS TO THE COURT
2.1 All parties in interest, as well as the Special Trustee, are hereby
granted leave and permission to hereafter apply to this Court for further
instructions, guidance or direction.
VETO POWER OF THE DEVELOPER
3.1 The Developer shall have the power, right and authority to veto any
action of the Board of Trustees involving the
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creation, establishment, promulgation, or imposition of membership dues and
assessments; provided, however, that within thirty (30) days of such action
having been taken, the Developer notifies the Board in writing of the exercise
of its veto.
3.2 The Developer shall have the power, right and authority to veto any
action of the Board of Trustees in adopting operating budgets and capital
budgets; provided, however, that within thirty (30) days of such action having
been taken, the Developer notifies the Board in writing of the exercise of its
veto.
3.3 Should the Developer exercise its veto, as aforesaid, the Special
Trustee shall act to resolve the issues then presented, and any action or
decision of the Special Trustee shall be sufficient to over-ride such veto and
thus be binding upon all partites only by either the expressed agreement of the
Developer or by a the majority vote of the Community Corporation Board of
Trustees.
WATER DELIVERY SYSTEMS, SEWAGE COLLECTION SYSTEMS
4.1 The Developer shall, without the need for subdivision or other
municipal approval, forthwith convey all water delivery systems and sewage
collection systems now serving the Community to public utility companies, the
ownership of which, at the option of the Developer, shall be vested either in
the Developer itself or in the aggregate of the property owners at the High
Point Country Club Community, as hereby enlarged and redefined.
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4.2 Appropriate rate schedules, tariffs, service responsibilities and
obligations shall be established by the New Jersey Board of Public Utilities
pursuant to applicable statutes, rules, codes and regulations in such cases made
and provided.
4.3. All other parties, including without limitation Clubhouse Associates,
Inc., Holiday Lake, Inc. and any others having an interest in the premises,
shall forthwith convey all of their respective right, title and interest in the
foregoing water delivery systems and sewage collection systems as the Developer
shall hereafter designate.
4.4 References to the water delivery systems shall include, without
limitation, all, each, and every well, well site, water distribution line, main,
pipe, or other conduit, as well as pumps, motors, controls, heaters, and all
other equipment, together with adequate and appropriate specific and blanket
easements necessary to permit the unrestricted repair, maintenance, construction
and expansion of the same.
4.5 References to the sewage collection system shall include, without
limitation, all, each, and every septic system, leaching field, pumping station,
sewage collection line, main, pipe, and other conduit, as well as pumps, motors,
controls, heaters, and all other equipment, together with adequate and
appropriate specific and blankets easements necessary to permit the unrestricted
repair, maintenance, construction and expansion of the same.
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4.6 The public utility companies, as aforesaid, shall, from time to time
and upon request, receive in conjunction with the foregoing conveyances all
necessary and appropriate easements in, under, about, upon and through existing,
proposed, and future roads for the purpose of facilitating, allowing, and
permitting their operation, expansion, maintenance, repair, and development.
THE GOLF COURSE
5.1 Ownership of the golf course shall in all respects, be retained by and
remain with the Developer as its sole and exclusive property and shall not
become a part of, nor be included as a facility of the Community Corporation.
5.2 No owner of property within the Community shall be compelled or
required to contribute to the maintenance or operation of the Golf Course.
5.3 Any member of Community Corporation and his guests who wish to play
golf on the course shall be permitted to do so; subject, however, to uniform and
appropriate rules, regulations, fees and charges established and imposed, from
time to time, by the Developer.
5.4 Any members of the general public who wish to play golf on the course
shall be permitted to do so; subject, however, to uniform and appropriate rules,
regulations, fees and charges established and imposed, from time to time, by the
Developer.
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5.5 The Community Corporation shall allow the use of its roads, without
fee, charge, limitation or restriction to anyone wishing to play golf on the
course who does so with permission and as an invitee, licensee, guest, customer,
or patron of the Developer.
5.6 Persons who play golf on the course, whether they be members of the
Community Corporation or members of the general public, shall have and enjoy the
use of the club house facilities including those of the restaurant, changing
rooms, and pro-shop; subject, however, to such uniform, appropriate, and
reasonable rules and regulations as the Community Corporation may, from time to
time, prescribe.
5.7 The Developer, as owner of the golf course, shall for itself, its
licensees and invitees, have the right to use and occupy those portions of the
club house now devoted to the pro-shop, locker and changing rooms, and golf cart
storage upon such terms and conditions as the Developer and Community
Corporation may, from time to time, agree.
5.8 The Golf Course shall include not only the several tees, fairways, and
greens thereof, but also the putting green, driving range, and parking area as
well.
5.9 The Golf Course shall include the "Golf Course Easement" pertaining to
the use of the "lOth Tee" which is more particularly described in that certain
Declaration of Condominium Master Deed for "Holiday Lake, Inc., 48 Unit
Condominium No. 65", dated march 27, 1975, and recorded in the Sussex County
Clerk's
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Office in Deed Book 955, at Page 933, et seq.,
5.10 The golf course shall hereafter include appropriate rights in
perpetuity for the purpose of allowing and permitting:
(a) Golf carts to be operated along and upon the existing and future
roads of the Community and to cross and recross the same without
unreasonable limitation, reservation or restriction;
(b) Golf carts to be operated along and upon the pathways, lanes and
tracts of the Community, and to cross and recross the same without
unreasonable limitation, reservation or restriction;
(c) The Developer, its agents, servants, employees and designees to
gather, salvage and retrieve golf balls from the areas in, under, around,
upon, or about the lakes, Ponds or other water bodies of and within the
Community; subject to reasonable regulations by the Community Corporation.
(d) All persons who play golf on the course to strike, drive, or
otherwise propel golf balls in, about, over, along and above the lakes,
ponds, or other water bodies of or within the Community; subject to
reasonable regulations by the Community Corporation.
USE OF COMMUNITY ROADS AND FACILITIES
6.1 The Developer, and its agents, servants, employees, sales personnel,
prospective purchasers, golfers, guests, and
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customers (all invitees and licensees) shall have the right to use Community
roads and Community facilities pursuant to such uniform, reasonable and
appropriate rules and regulations as the Community Corporation may, from time to
time, prescribe.
6.2 The Community Corporation shall allow the use of its roads, as
aforesaid, without fee, charge, limitation or imposition.
6.3 Should a dispute arise between the Developer and the Community
Corporation concerning use of Community roads, facilities and amenities, the
Special Trustee shall act to resolve the issues then presented and any action or
decision of the Special Trustee shall be binding upon all parties only by the
expressed agreement of the Developer or by a majority vote of the Community
Corporation Board of Trustees.
CONVEYANCE OF FUTURE FACILITIES TO THE COMMUNITY CORPORATION
7.1 As the Developer, including its successors or assigns, undertakes the
construction and improvement of the yet untouched areas of the Community it
shall cause to be built, at its own expense, appropriate roads, facilities, and
amenities.
7.2 Upon completion of such future community roads, facilities and
amenities, as the case may be, the Developer shall thereupon and from time to
time, offer to convey the same to the Community Corporation which shall be
required to accept these transfers as and when tendered; provided, however, that
future
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roads, facilities, and amenities shall satisfy applicable municipal requirements
then in effect.
7.3 Should a dispute arise between the Developer and the Community
Corporation concerning future roads a amenities and facilities, or concerning
their conveyance and acceptance, the Special Trustee shall act to resolve the
issues then presented and any action or decision of the Special Trustee shall be
binding upon all parties only by the expressed agreement of the Developer or by
a majority vote of the Community Corporation Board of Trustees.
THE COMMUNITY CORPORATION POWERS OF COLLECTION
8.1 The Community Corporation shall have a lien encumbering each vacant lot
and dwelling unit (hereinafter collectively as "unit") for any unpaid dues or
assessments duly made and imposed by the Community Corporation for a share of
common expenses or otherwise, together with interest thereon, and, if authorized
in the by-laws, reasonable attorney's fees.
8.2 Such lien shall be effective from and after the time of recording, in
the public records of the county in which the unit is located, of a Claim of
Lien, stating the description of the unit, the name of the record owner, the
amount due and the date when due.
8.3 A Claim of Lien shall include only those sums which are due and payable
when the claim of lien is recorded and shall
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be signed and verified by an officer or agent of the Community
Corporation.
8.4 Upon full satisfaction of all sums secured by this lien, the party
making payment shall be entitled to receive a recordable satisfaction of lien
document.
8.5 All such liens shall be subordinate to any lien for past due and unpaid
taxes, the lien of any previously recorded mortgage(s) encumbering the unit, and
to any other lien recorded prior to the recording of the Claim of Lien.
8.6 Upon any voluntary conveyance of a unit, the grantor and grantee
thereof shall be jointly and severally liable for all unpaid dues and
assessments pertaining to such unit duly made and imposed by the Community
Corporation or accrued up to the date of such conveyance, without prejudice to
the right of the grantee to recover from the grantor any amounts paid by the
grantee. The grantee shall be exclusively liable for those dues and assessments
accruing while he is the unit owner.
8.7 Any unit owner or any prospective purchaser of unit, prior to the
consummation of a voluntary sale, may require from the Community Corporation, a
certificate showing the amount of unpaid dues and assessments pertaining to such
unit and the Community Corporation shall provide such certificate within ten
(10) days following a request therefor. The holder of a mortgage or other lien
encumbering any unit may request a similar certificate. Any person, other than
the unit owner, who relies upon any such certificate at the time of issuance
shall be
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entitled to rely upon the accuracy thereof, and his liability shall be limited
to the amounts set forth in such certificate.
8.8 If a mortgagee of a first mortgage of record or other purchaser of a
unit obtains title thereto as the result of a foreclosure of the first mortgage,
such acquirer of title, his successors and assigns shall not be liable for the
share of dues and assessments imposed by the Community Corporation pertaining to
such unit or chargeable to the former owner thereof, which became due prior to
acquisition of title as a result of the foreclosure. Such unpaid share of
imposed dues and assessments shall be deemed to be common expenses collectible
from all of the remaining unit owners including such acquirer, his successors
and assigns.
8.9 Liens for unpaid assessments may be foreclosed by suit brought in the
name of the Community Corporation in the same manner as the foreclosure of a
mortgage encumbering real property.
8.10 The Community Corporation shall have the power, unless prohibited by
the by-laws, to bid for and purchase a unit at foreclosure sale, and to acquire,
hold, lease, mortgage and convey the same. Suit to recover a money judgment for
unpaid assessments may be maintained without waiving the lien securing the same.
8.11 A unit may be sold by the sheriff upon execution, free of any claim,
not a lien of record, for dues and assessments imposed by the Community
Corporation, but any rends derived from such sale remaining after the
satisfaction of prior liens and charges, and before distribution to the previous
owner, shall be
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applied in payment of such unpaid dues and assessments; provided, however, that
written notice thereof shall have been given to the sheriff before distribution.
8.12 Any such dues and assessments which shall remain uncollectible from
the former unit owner for a period of more than 60 days after such sheriff's
sale may be again imposed by the Community Corporation as an assessment to be
collected from all unit owners, including the purchaser who acquired title at
the sheriff's sale, his successors and assigns.
8.13 Unless prohibited by the by-laws, the Community Corporation may bid
and purchase the unit at a sheriff's sale, and acquire, hold, lease, mortgage
and convey the same.
8.14 Notwithstanding any foreclosure, tax sale, or other forced sale of a
unit, all applicable provisions of this judgment and of the by-laws of the
Community Corporation, shall be binding upon any purchaser at such sale to the
same extent as they would be binding upon a voluntary grantee except that such
purchaser shall not be liable for the share of dues and assessments imposed by
the Community Corporation pertaining to such unit or chargeable to the former
owner which became due prior to such sale, except as otherwise provided in
paragraph 8.12 above.
8.15 The collection procedures recited herein and authorized hereby are
those generally applicable to Condominiums and embodied in New Jersey Statutes,
R.S. 46:8B-21 and 22, the supplements thereto and amendments thereof.
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ARREARAGES DUE TO THE DEVELOPER
9.1 The Board of Trustees of the Community Corporation, the Special
Trustee, and the Developer shall together promptly confer concerning procedures
to be followed in obtaining collection from property owners who have not
contributed to the maintenance of Community facilities and amenities since April
15, 1982.
9.2 The Board of Trustees, Special Trustee, and the Developer shall
together seek to establish appropriate procedures for collection, applying the
concept that every property owner should have properly made a fair, reasonable,
and proportionate contribution and shall be required now to satisfy and pay any
delinquency.
9.3 Both the Board of Trustees, the Developer, and any party-in-interest
are granted leave to hereafter apply to the Court for the purpose of obtaining
such orders and directives upon which the calculation of arrearages can be
authoritatively computed and recorded.
9.4 Recovered arrearages shall be allocated as the Community Corporation
and the Developer may hereafter agree or as the Court may hereafter order.
COMMUNITY SECURITY FUNCTIONS
10.1 Neither the Developer, nor the Community Corporation, shall exercise
any police power within the Community
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10.2 Access to the Community by law enforcement officers shall be neither
limited, restricted nor impeded by anyone.
10.3 The Community Corporation may continue to maintain an entry gate
systems; subject, however, to such uniform, reasonable and appropriate rules and
regulations as the by-laws, may, from time to time, prescribe.
10.4 The Developer may continue to maintain custodial surveillance services
to safeguard its own equipment and properties.
FACILITY LICENSE AGREEMENTS
11.1 Upon the formation and organization of the Community Corporation all
Facility License Agreements shall prospectively and thenceforth cease to have
any further force or effect.
THE SPECIAL TRUSTEE
12.1 The Court does hereby appoint Xxxxx X. Xxxxxx, Esquire, as the Special
Trustee, retroactively, however, to, from and after October 12, 1984.
12.2 Xxxxx X. Xxxxxx, Esquire, shall serve as Special Trustee within the
parameters of and be guided by the Letter Opinion rendered by this Court, on
October 12, 1984, and until the further order of this Court.
12.3 The fees due to Xxxxx X. Xxxxxx, Esquire, as Special Trustee shall be
determined, from time to time, by the Court and thereupon paid by the Community
Corporation.
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CONVEYANCES OF EXISTING FACILITIES AND AMENITIES
13.1 The Developer, and all other parties, as their respective interests my
appear, shall convey, without cost, to the Community Corporation all existing
roads, the gatehouse, the two existing lakes (joined at the bridge along Lake
Shore South), the beach, the tennis courts, the swimming pool, the Club House,
the parking lot serving the Club House, the ball field, and all existing outdoor
recreation areas.
13.2 These assets shall be conveyed by the Developer, and others as their
respective interests may appear, to the Community Corporation immediately
following its organization and the election of its initial Board of Trustees.
13.3 Conveyances shall be made by Altamont Development Corporation, by High
Point Community Services Association, Inc., Holiday Lake, Inc., and Club House
Associates, Inc. (and by their present or former principals, to the extent that
it or they may hold title to some community roads), all as their respective
interests may appear.
13.4 Conveyance shall be made, in each instance, free from all liens and
encumbrances, by execution and delivery of a good and sufficient deed, including
and reciting a covenant against acts of the grantor.
13.5 All conveyances shall be made subject to the reservation of
appropriate rights for:
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(a) maintenance, repair, operation, and expansion of present or future
utilities including, without limitation, those of water, sewer, electric,
gas, cable television, telephone, etc.;*
(b) maintenance, expansion, use, operation and play of the golf course
including, without limitation, the operation of golf carts throughout the
network of present and future roads, golf driving space over lakes, ponds,
and water bodies, and golf ball retrieval from lakes, ponds, and water
bodies.*
13.6 Conveyance of the club house of the Developer co the Community
Corporation shall include only that personal property which was acquired as a
part of the original purchase by Altamont Development Corporation from Xxxxxx
Xxxxxxx, the Receiver for Club House Associates, Inc. Any after acquired or
elsewhere acquired personal property now located at the club house is
specifically and expressly excluded from this requirement to convey.
MISCELLANEOUS MATTERS
14.1 Personal guests and business invitees of Xxxxx X. Xxxxxxx shall be
afforded unimpaired access to his office over the roads of the Community.
14.2 The Special Trustee may, in his exclusive discretion, use, utilize or
adopt such records, lists, or other data which may be available, from time to
time, from High Point Community Services Association, Inc., and/or Altamont
Development
* ILLEGIBLE
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14.3 The decision recited in the Letter Opinion of the Court rendered in
the above captioned and consolidated matters dated October 12, 1984 are fully
incorporated herein by reference.
AND, it is further ORDERED that XXXXX X. XXXXX, ESQUIRE, shall, within ten
(10) days from the date hereof, cause a certified true copy of this Judgment to
be recorded as a deed in the Office of the Sussex County Clerk; and
It is further ORDERED that XXXXX X. XXXXX, ESQUIRE, shall, within: twenty
(20) days from the date hereof, cause a copy of this Judgment and of the Court's
Opinion dated October 12, 1984 to be sent, by regular first class mail, to all
parties hereto and to all property owners of High Point Country Club Community
as is hereinabove expanded and re-defined; and
It is further ORDERED that all other litigation now pending between the
captioned parties hereto, pertaining to issues which are not adjudicated herein,
including without limitation, the consolidated cases bearing docket Nos.
L-08478-82, C-2285-83E, and C-3967-83E be, and the same are hereby dismissed,
without prejudice and without costs; provided however, that any party desirous
of reasserting such claims, counter-claims, cross-claims or third-party claims,
is hereby granted leave to again file an appropriate complaint, limited,
however, in doing so to 120 days from the date hereof, and provided, further,
that upon so doing such claims for the purposes of laches and applicable
statutes of limitation shall be deemed to have been retroactively asserted as of
the original respective filing date; and
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It is further ORDERED, DECREED and ADJUDGED that henceforth all conveyances
of real property, or any interest therein, located within the Community (as is
herein re-defined) shall refer to, recite, and embody by reference all of the
comprehensive rights, responsibilities, duties and obligations permanently
established by this Judgment; and
It is further ORDERED that no costs shall be awarded to any party.
/s/ Xxxxxxxx Xxxxxxx
--------------------------------
XXXXXXXXX XXXXXXXX XXXXXXX, J.S.C.
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Schedule I
BY-LAWS OF COMMUNITY CORPORATION OF HIGHPOINT, INC.
(SEE ATTACHED)
BY-LAWS
OF
COMMUNITY CORPORATION OF HIGHPOINT, INC.
X.X. Xxx 0000, Xxxxxxxx, Xxx Xxxxxx 00000
Phone#: (000)000-0000 Fax#: (000)000-0000
BOARD OF TRUSTEES
Xx. Xxxxxxxx Xxxxxx - President
Dr. Xxxx Xxxxx - Vice President
Xx. Xxxx Xxxxxxxx - Secretary
Xx. Xxxxxx Xxxxx - Treasurer
Mr. Xxxx Xxxxx - Assistant Secretary
Administrator - Xx. Xxxxxx X. Xxxxx
INDEX TO THE BY-LAWS OF
COMMUNITY CORPORATION OF HIGHPOINT, INC.
ARTICLE I NAME, OFFICE, AND PURPOSE PAGE
1. Name and Purpose 1
2. Purpose 1
ARTICLE II APPLICABILITY, MEMBERSHIP, DEFINITIONS
1 Applicability 1-2
2. Membership 2
3. Definitions 2, 3 & 4
ARTICLE III MEETING OF THE MEMBERS
1. Place of Meetings 4
2. Annual Meetings 4
3. Order of Business 4-5
4. Special Meetings 5
5. Record Date 5
6. Notice of Meeting 5-6
7. Waiver of Notice 6
8. Absentee Ballots 6-7
9. Quorum 7
10. Majority Vote 7
11. Voting 7
12. Adjournment of Meetings 7-8
ARTICLE IV BOARD OF TRUSTEES
1. Purpose 8
2. Numbers of Trustees, Qualifications
and Compensation 8
3. Election and Term of Office 8-9
4. Removal of Trustees 9
5. Vacancies, Appointment of Interim Trustees 9
6. Meetings of the Board of Trustees 9-10
7. Powers and Duties 10,11,12 & 13
8. Liability and Indemnification of Trustees 13
9. Nominations for Board of Trustees 13-14
ARTICLE V OFFICERS
1. Election, Removal and Compensation
of Officers 14
2. President 14-15
3. Vice President 15
4. Secretary 15
5. Treasurer 16
6. Indemnification of Officers 16
INDEX TO THE BY-LAWS OF
COMMUNITY CORPORATION OF HIGHPOINT, INC.
ARTICLE VI OPERATION OF THE PROPERTY PAGE
1. Use of the Common Area 16-17
2. Rules of Conduct 17-18
3. Restrictions on the Use of Dwelling Units 18
4. Commercial Use 18
5. Additions, Alterations or Improvements 18-19
6. Maintenance and Repair 19
7. Common Expense and Surplus 19-20
8. Payment of Common Expenses 20-21
9. Default in Payment of Common Expenses 21-22
10. Fiscal Year and Records 22
11. Open Bidding and Contracts 22
ARTICLE VII INSURANCE AND CASUALTY LOSSES
1. General 23
ARTICLE VIII TRANSFER OF DWELLING UNITS
1. Liability of Purchaser (or Transferee) for
Prior Assessments 23-24
ARTICLE IX MISCELLANEOUS
1. Compliance and Penalties 24-25
2. Notices 25
3. Invalidity 25
4. Conflicts 25-26
5. Waiver 26
6. Deed Restrictions 26
7. Captions 26
8. Gender 26
9. Amendments to the By-Laws 26-27
10. Judgement 27
11. The Developer 27-28
12. Notices 28
13. Copies of By-Laws 28
The By-Laws of
Community Corporation of Highpoint, Inc. Page 1
ARTICLE I
NAME, OFFICE AND PURPOSE
Article I
Section 1: Name and Principal Office
1.1 These are the By-laws of Community Corporation of Highpoint,
Inc. a non-profit corporation of the State of New Jersey,
whose principal office is located at the Clubhouse,
Highpoint Country Club, Montague, New Jersey.
Article I
Section 2: Purpose
2.1 The purpose of the Corporation shall be to hold, operate,
manage, maintain, repair, and improve such Common Property
and facilities within the Community as shall from time to
time come into its possession and to provide for the proper
and orderly administration, management, and supervision of
the Common Properties and affairs of the Corporation.
2.2 Community Corporation of Highpoint, Inc. has been
established pursuant to and is to be governed by the
applicable Statutes of the State of New Jersey, and in
particular Title 15-A the Non-profit Corporation Act, the
Condominium Act (in applicable part) and the Judgement of
Xxxxxxxxx Xxxxxxxx Xxxxxxx, dated January 2, 1985, in the
Case of Altamont Development Corporation, Plaintiffs, vs.
Property Owners, Water, Legal, and Contingency Committee,
et. al., Defendants, in the Superior Court of New Jersey,
Chancery Division, Sussex County, Docket No. C-4307-81-E.
ARTICLE II
APPLICABILITY, MEMBERSHIP, DEFINITIONS
Article II
Section 1: Applicability
1.1 All present and future Owners, Lessees, Mortgagees, and
Occupants of Dwelling Units and Lots within the Community,
and their respective Invitees, Licensees, and Guests, and
any other persons who have the right to use the common
facilities in any manner, are subject to these By-Laws, the
Rules and Regulations reasonably promulgated by the
Corporation and the Judgement of the Xxxxxxxxx Xxxxxxxx
Xxxxxxx.
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1.2 The acceptance of a deed, or conveyance, or the entering
into of a lease, or the act of occupancy of property within
the Community shall constitute an agreement that these
By-Laws, the Rules and Regulations of the Corporation and
the provisions of the Judgement as they may be amended from
time to time, will be complied with, are accepted and are
ratified by the person or entity so accepting, conveying,
entering, or occupying.
Article II
Section 2: Membership
2.1 Every Owner shall be a Member of the Corporation. Membership
shall be appurtenant to and may not be separated from
ownership of property within the Community, which shall be
the sole qualification for membership. Membership in the
Corporation shall lapse and terminate when the Member shall
cease to be a Property Owner. However, any delinquent
assessment will remain the personal obligation and liability
of a former Owner despite termination of membership and, any
such delinquent assessment reduced to a lien shall remain a
lien on the former Property Owner's property until paid. No
Owner shall lose voting rights, access to his or her
property or the right to attend and speak at any meeting of
the Members or of the Board of Trustees because of any
failure to be current in financial obligations to the
Corporation.
Article II
Section 3: Definitions
3.1 "Owner" shall mean and refer to the record owner, whether
one or more persons or entities, of a fee simple title to
any property within the Community but excluding those having
such interest merely as security for the performance of an
obligation.
3.2 "Community" shall mean and refer to that property formerly
known as the Highpoint Country Club Community, as expanded
by the Judgement of January 2, 1985, to encompass the entire
municipal R-4 Zone located adjacent to and along Clove Road
in the Township of Montague, County of Sussex, and State of
New Jersey, including lands commonly known as the Base
Tract, the True Tract, and the Xxxxxxxxx Tract.
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3.3 "Dwelling Unit" shall mean and refer to any unit shown on
any recorded subdivision plot of the Community.
3.4 "Members" shall mean and refer to all those Owners who are
members of the Corporation as provided in this Article. In
the event any Owner is a Corporation Association or
Partnership, the said Owner shall designate which Officers,
Directors, or Partners thereof shall be and constitute the
Members.
3.5 "Board of Trustees" (or "Board", or "Trustees") shall mean
and refer to the Board of Trustees of the Corporation.
3.6 "Vacant Lots shall mean and refer to a subdivided lot or
parcel of land upon which no Dwelling Unit exists.
3.7 "Corporation Property" or "Common Area" shall mean all land
areas and structures thereon, and all personalty conveyed to
the Corporation pursuant to the Judgement, including by way
of description and not in limitation:
(a) the existing roads of the Community;
(b) the gatehouse;
(c) the two existing lakes;
(d) the beach areas;
(e) the tennis courts;
(f) the swimming pool;
(g) the Clubhouse;
(h) the parking lot serving the Clubhouse;
(i) the ball field;
(j) all existing outdoor recreation areas, excluding the
golf course;
(k) Such other areas as may from time to time may be
conveyed to the Corporation and designated as
Corporation Property or Common Area by the Corporation.
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3.8 "Spending Limitations" shall mean a sum equal to $10,000.00.
3.9 "Developer" is Altamont Development Corporation, its
successors and assigns.
ARTICLE III
MEETING OF THE MEMBERS
Article III
Section 1: Place of Meetings
1.1 The Owners shall hold meetings at such place within the
Community as may be fixed from time to time by the Board of
Trustees and designated in the notice of such meeting, as
hereinafter stated.
Article III
Section 2: Annual Meetings
2.1 An Annual Meeting of the Owners shall be held each year on
the first Sunday of the month of May at the Clubhouse,
unless otherwise designated by the Trustees, with notice to
the Members.
2.2 At each Annual Meeting the Owners shall elect Trustees of
the Association in accordance with the provisions of Article
IV. In addition, they may transact such other business as
may properly come before the meeting.
Article III
Section 3: Order of Business
The order of business at the Annual Meetings of the Owners
shall be as follows:
(a) Roll Call;
(b) Proof of Notice of Meeting;
(c) Reading of Minutes of Preceding Meeting of the Members;
(d) Reports of Officers;
(e) Reports of Members of the Board of Trustees, if any;
(f) Reports of Committees, if any;
(g) Election of Members of Board of Trustees;
(h) Unfinished Business;
(i) New Business;
(j) Adjournment.
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3.2 The order of business at all other meetings of the Owners
shall be set forth in the notice of the call thereof.
Article III
Section 4: Special Meetings
4.1 Special Meetings may be called by the President, or a
majority of the Board of Trustees.
4.2 A Special Meeting must be called by the Secretary upon
receipt of a written request therefore signed by at least
thirty percent (30%) of the Owners. Each Owner must
personally sign any such written requests for a Special
Meeting.
4.3 A written request for a Special Meeting shall state the
purpose or purposes of the proposed meeting. Business
transacted at a Special Meeting shall be confined to the
specific purposes stated in the notice of such Special
Meeting.
Article III
Section 5: Record Date
5.1 For the purpose of determining the Owners entitled to vote
and notice any meeting of the Owners, or any adjournment
thereof, or for the purpose of any other action, the Board
of Trustees shall fix in advance a date as the record date
for such determination.
5.2 Such date shall not be more than thirty (30) nor less than
ten (10) days before the date of the meeting.
5.3 If no record date is fixed, then the date shall be
determined in accordance with the provisions of law relating
thereto.
Article III
Section 6: Notice of Meeting
6.1 Notice of meetings of the Owners shall be in writing. Notice
of meeting other than the Annual Meeting shall indicate and
state that it is being issued by or at the direction of the
person or persons calling the meeting.
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6.2 Such notice shall be mailed or delivered to each Member's
last known address not less than twenty (20) nor more than
thirty (30) days prior to the date of the meeting.
6.3 Notice of all meetings at which disposition is to be made of
assets of the Corporation must also be given to the holders
of mortgages on any Corporation property.
Article III
Section 7: Waiver of Notice
7.1 Notice of a meeting need not be given to any Owner who signs
a waiver of notice whether before or after the meeting.
7.2 The attendance of any Member at a meeting in person or by
absentee ballot shall constitute a waiver of notice by him.
Article III
Section 8: Absentee Ballots
8.1 Votes may be cast either in person or by absentee ballots.
8.2 A request for an absentee ballot shall be submitted to the
Secretary not less than twelve (12) days prior to the date
of a scheduled meeting, setting forth in such request the
reason for the inability to attend in person. The Secretary
shall thereupon send to the Owner an absentee ballot. The
completed absentee ballot shall be resumed to the Secretary
in two (2) sealed envelopes, one such envelope to be inside
the other. The outer envelope shall legibly bear thereon the
name of the Owner casting the absentee ballot. Upon receipt
thereof, the Secretary shall compare the names thereon with
the request for absentee ballots. Once compared and
determined to be correct, the Secretary shall remove the
inner envelope and shall immediately destroy the outer
envelope. A record of the names of the absentee balloters
shall be kept and shall be available for inspection by any
Member one hour prior to any membership meeting. No absentee
ballots shall be opened or
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inspected until the commencement of the Membership meeting
to which the absentee ballots applies and the results of any
ballots cast thereby shall not be disclosed until the
specific issue voted upon has been voted upon by the Members
attending in person.
8.3 Nothing in this section shall preclude or be deemed to
preclude any issue being brought before the Owners at a duly
convened meeting of the Owners which has not been submitted
to the Owners so as to allow voting thereon by absentee
ballot.
Article III
Section 9: Quorum
9.1 A Quorum shall constitute those Owners in attendance at the
time of the call to order of the meeting provided that
number of Owners shall not be less than twenty five (25).
Article III
Section 10: Majority Vote
10.1 The casting of a majority of the votes by the Owners voting
on an issue at a meeting at which a quorum is present shall
be binding upon all Members, except when under the terms of
these By-Laws or the provisions of the laws of the State of
New Jersey a larger number of votes is required.
Article III
Section 11: Voting
11.1
The vote of the Owners shall be allocated as one (1) vote
for each Dwelling Unit and/or Lot owned.
11.2
When more than one person (or entity) owns any Lot or Unit,
their vote shall be exercised as they among themselves
determine, but in no event will a split vote be honored and
in no event shall more than one vote be cast with respect to
any Lot or Unit. Any Owner which is a corporation or
partnership shall designate the person to cast that Owner's
vote or votes, the identity of which shall be registered
with the Secretary no less than fourty eight (48) hours
prior to the scheduled time for the commencement of a
Membership meeting.
Article III
Section 12: Adjournment of Meetings
12.1 If any meeting cannot be held because a quorum has not been
attained, the meeting shall be adjourned to a time not less
than ten (10) days from the scheduled for the original
meeting. A further notice as to the date, time, or place of
the adjourned meeting shall be required. The number of
Owners
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in attendance at the scheduled time for commencement of such
adjourned meeting shall be and constitute a quorum for the
transaction of all business at ant such adjourned meetings.
ARTICLE IV
BOARD OF TRUSTEES
Article IV
Section 1: Purpose
1.1 The affairs of the Corporation shall be governed by a Board
of Trustees.
1.2 The duties, election of, and term of the Board of Trustees
shall be regulated by these By-Laws.
Article IV
Section 2: Numbers of Trustees, Qualifications, Compensation
2.1 There shall be five (5) members of the Board.
2.2 To be qualified to be a member of the Board, a Member must
be current on all financial obligations to the Corporation.
2.3 No member of the Board of Trustees shall receive any
compensation from the Corporation for acting as such.
Article IV
Section 3: Election and Term of Office
3.1 The Board of Trustees shall be elected by vote of the Owners
at the Annual Meeting.
3.2 Except as hereinafter provided, each Trustee shall be
elected to serve for a term of three (3) years.
3.3 The term of each Trustee shall commence at the next regular
meeting of the Board of Trustees after the meeting of the
Membership at which the Trustee is elected.
3.4 Each Trustee shall hold office until his successor is
elected or appointed as provided for in these By-Laws.
3.5 At the 1986 Annual Meeting of the Membership, nine (9)
Trustees shall be elected. Three (3) of the Trustees thereat
elected shall serve for a term of three (3) years, three (3)
thereat elected shall serve for a term of two (2) years, and
three (3) thereat elected shall serve for a term of one (1)
year. The determination as to the length of term for
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which the Trustees are elected shall be made by the drawing
of lots immediately after the conduct of the election.
Thereafter, except as hereinafter provided for, at each
Annual Meeting of the Members, three (3) directors shall be
elected.
Article IV
Section 4: Removal of Trustees
4.1 At any Annual or Special Meeting of the Owners, one or more
of the members of the Board of Trustees may be removed by a
two-thirds vote.
4.2 A successor may then and there, or thereafter, be elected to
fill the vacancy thus created, pursuant to ss. 5.1 of this
Article.
4.3 Any Trustee whose removal has been proposed
shall be given the opportunity to be heard at the meeting
called for such purpose. He shall be given notice of the
reasons cited for removal at least ten (10) days prior to
the meeting. He may be represented by counsel.
Article IV
Section 5: Vacancies, Appointment of Interim Trustees
5.1 Vacancies on the Board of Trustees caused by any reason,
shall be filled by a two-thirds vote of the remaining
members of the Board of Trustees.
5.2 Each person so appointed shall serve until a successor is
elected by the members at their next Annual Meeting or at a
Special Meeting of the Members called for that purpose.
Article IV
Section 6: Meetings of the Board of Trustees
6.1 The next regularly scheduled meeting of the Board of
Trustees subsequent to the Annual Membership Meeting, shall
be deemed a reorganizational meeting, at which meeting the
Board of Trustees shall reorganize, elect officers, and
transact other such business that shall come before the
meeting.
6.2 Regular meetings of the Board of Trustees shall be held on
the first Friday of each month at 8 p.m. at the Clubhouse.
If any such meeting shall fall on a Holiday, the meeting
shall be held the next succeeding Friday night. An agenda
shall be posted in the Clubhouse prior to the meeting. The
meeting shall be open to all the Members of the Corporation
who may address the Board under such circumstances
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and in accordance with such policies as shall from time to
time be established by the Board.
6.3 A Special Meeting of the Board of Trustees may be called by
the President of the Corporation. A Special Meeting shall be
called by the Secretary of the Corporation at the written
request of at least four (4) members of the Board of
Trustees.
6.4 Notice of regular and/or special meetings shall be given to
each Trustee at least forty eight (48) hours prior to such a
meeting, except in the event of a bona fide emergency. The
notice shall state the time and place of the meeting. In
case of a Special Meeting, the purpose of the meeting shall
also be stated in the notice. All notices must be confirmed
in writing.
6.5 Waiver of notice may be made by any Trustee, in writing.
Presence at the meeting shall be considered waiver of any
formal notice of the Trustee.
6.6 The presence of a majority of the Trustees then in office at
any meeting shall be considered a quorum.
6.7 A vote by a majority of the quorum shall constitute the
decision of The Board of Trustees.
Article IV
Section 7: Powers and Duties
The Board of Trustees shall have all the power and it shall
be its duty to carry out the purposes of the Corporation,
according to the Articles of Incorporation, the Judgement of
the Xxxxxxxxx Xxxxxxxx Xxxxxxx, these By-Laws and the Rules
and Regulations which are from time to time reasonably
promulgated. By way of explanation, and not in limitation at
the power granted to the Board of Trustees, their power and
duties shall include the following:
7.1 The Board of Trustees shall have the powers and duties
necessary for the administration and management of the
affairs of the Corporation and may do all such acts and
things, except those which by law or by the Judgement, or by
these By-Laws may not be delegated to the Board of Trustees
by the Members.
7.2 To maintain, care for, repair, replace, reconstruct, and
protect the Common Elements, areas, and facilities of the
Corporation, including all realty, buildings, property,
etc., used by or owned by the Corporation.
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7.3 To establish, levy, assess, and collect and bring suit to
recover assessments, both annual and special, from the
Owners, and to use said monies in accordance with these
By-Laws.
7.4 To expend funds, to purchase, lease or rent property, and to
do any other act including those which may alter or change
the assets of the Corporation, provided, however, that in no
event except in the case of a bona fide emergency, shall the
Trustees take any action (either separately or through a
series of related acts) which involves the expenditure of
sums or incurring liability in excess of the "Spending
Limitation" for: (a) items not specified in the budget; (b)
items specified in the budget over the amount budgeted
therefor.
7.5 To prepare and adopt a budget for the Corporation in
accordance with Section 7 of Article VI.
7.6 To employ and dismiss all employees, independent
contractors, agents, servants of the Corporation, and to
determine the compensation for said employees. This may
include the employment of a Managing Agent to perform such
duties as the Board of Trustees may so designate and may
lawfully delegate.
7.7 To purchase or arrange for such services, machinery, tools,
supplies, and the like as may be necessary for the proper
operation and maintenance of the Corporation Property and
the facilities and general business of the Corporation.
7.8 To employ legal counsel, engineers, architects, and
accountants, and to fix their compensation.
7.9 To open bank accounts on behalf of the Corporation and to
designate the signatories required therefor.
7.10 To obtain fidelity bonds for all officers or employees of
the Corporation handling or responsible for Corporation
funds.
7.11 To pay all taxes, assessments, utility charges and the like
levied against the Corporation and its properties.
7.12 To collect delinquent assessments and to employ the
provisions and powers set forth in the Judgement and these
By-laws to collect, foreclose, execute, or levy against any
delinquent Owner, including collection and lien procedures
provided by the Condominium Act of New Jersey (N.J.S.
46:8B-1).
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7.13 To authorize and designate such officer or officers as may
be required to execute and deliver any documents, contracts,
deeds, mortgages, certificates, bonds, notes, or other
instruments of title or other documents of whatsoever nature
as may be required in furtherance of the of affairs of the
Corporation.
7.14 To maintain such insurance policies which it deems
appropriate.
7.15 To make, and to enforce compliance with, such Rules and
Regulations relative to the operation and use of the Common
Areas and facilities, and to amend the same from time to
time as it deems reasonable and necessary.
7.16 To distribute and to deal with the Common Surplus as
follows: (a) To allocate not more than fifty percent (50%)
thereof to allocated reserves for future capital
acquisitions and improvements; (b) To apply it to the Common
Expenses for future period or periods. (c) No portion of the
common surplus shall be distributed to any Owner or Member.
7.17 To adopt reasonable Rules and Regulations to provide for the
neat, proper, and orderly maintenance of all properties
within the Community.
7.18 To keep a detailed book of accounts, of receipts, and
expenditures, and to have the records reviewed by an
accountant licensed to practice in the profession or field
of accountancy in the State of New Jersey.
7.19 To render an annual report of the receipts and expenditures
of the Corporation, which shall be mailed to ail Owners.
7.20 To keep detailed records of its actions, minutes of the
meetings of the Board of Trustees, and minutes of the
meetings of Owners.
7.21 The Board of Trustees shall have the power to purchase or
sell property, to borrow funds or mortgage property in an
amount per item which exceeds the spending limitation or
otherwise
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exceed the spending limitation only upon majority vote of
the Owners voting on the issue or as authorized to so
purchase, sell, borrow, or mortgage by the budget.
Article IV
Section 8: Liability and Indemnification of Trustees
8.1 The members of the Board of Trustees shall not be liable to
the Owners for any mistake of judgement, negligence, or
otherwise, except for their own individual willful
misconduct or bad faith, as ultimately adjudicated by a
court of competent jurisdiction.
8.2 The members of the Board of Trustees shall have no personal
liability with respect to any contract made by them on
behalf of the Corporation.
8.3 Each Trustee (his heirs, administrators, and executors)
shall be indemnified and held harmless by the Corporation
against any losses, expenses, and counsel fees reasonably
incurred in connection with any action or proceeding in
which said Trustee (his heirs, administrators, and
executors), is made a party by reason of such office;
provided, however that should such Trustee be adjudged in
such action to have been guilty of willful misconduct or bad
faith, the aforesaid indemnity shall not apply.
8.4 Such indemnification is intended to encompass acts of the
Trustees as such to the extent herein provided and is not
intended to be operative with respect to any duties,
obligations, or liabilities assumed by such Trustees as
Owners or members.
8.5 Such indemnification shall be provided for as a Common
Expense, pursuant to Section 7, Article VI.
Article IV
Section 9: Nominations for Boards of Trustees
9.1 Nomination for candidates to be members of the Board of
Trustees shall be made either by a nominating committee to
be appointed by the President or by written petition signed
by at least ten (10) Owners in good standing. No Member
shall sign more petitions applicable to any election to the
Board of Trustees than there shall be Trustees to be elected
at that meeting.
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9.2 The nominating committee shall consist of a Chairman, who
shall be a member of the Board of Trustees and two or more
additional Members of the Corporation.
9.3 The nominating committee shall make as many nominations for
election to the Board of Trustees as it shall in its
discretion determine, but not less than the number of
Trustees to be elected. Prior to submitting a candidates
name for nomination, his or her approval therefor shall be
received by the nominating committee.
ARTICLE V
OFFICERS
Article V
Section 1: Election, Removal, and Compensation of Officers
1.1 The principal officers of the Corporation shall be the
President, the Vice President, the Secretary, and the
Treasurer, and such Assistant Vice President, and
Secretaries shall be designated by the Board of Trustees.
1.2 The officers of the Corporation shall be elected by vote of
the Board of Trustees from among the membership of the Board
of Trustees.
1.3 The election of the officers shall take place at the
reorganization meeting of the Board.
1.4 Each officer shall hold office at the pleasure of the Board
of Trustees. Upon the affirmative vote of two-thirds of the
members of the Board of Trustees then in office, any officer
may be removed and his successors be elected.
1.5 Each officer shall hold office until his successor is
elected.
1.6 No officer shall receive any compensation from the
Corporation for acting as such. Nothing contained in this
subsection shall be deemed to preclude any officer from
receiving reimbursement for expenses he actually incurred in
good faith on behalf of the Corporation.
Article V
Section 2: President
2.1 The President shall be the Chief Executive Officer of the
Corporation.
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2.2 The President shall preside at all meetings of the Owners
and of the Board of Trustees.
2.3 The President shall have all of the general powers and
duties which are incident to the office of President of a
corporation organized under New Jersey law.
2.4 The President shall have the power to appoint committees
from among the Members from time to time as he may in his
discretion deem appropriate to assist in the conduct of
affairs of the Corporation, provided he first obtains the
advice (as distinguished from the consent) of the Board of
Trustees with regard to any such appointment.
Article V
Section 3: Vice President
3.1 The Vice President shall take the place of the President and
perform his duties whenever the President shall be absent or
unable to act.
3.2 If neither the President or Vice President is able to act,
the Board of Trustees shall appoint some other member of the
Board of Trustees to act in the place of the President on an
interim basis.
3.3 The Vice President shall also perform such other duties as
shall from time to time be imposed upon him by the Board of
Trustees or the President.
Article V
Section 4: Secretary
4.1 The Secretary shall keep the minutes of all meetings of
Owners and of the Board of Trustees.
4.2 The Secretary shall have charge of such records and papers
as the Board of Trustees may direct.
4.3 The Secretary, in general, shall perform all the duties
incident to the office of Secretary of a corporation
organized under New Jersey law.
4.4 The Secretary shall also perform such duties for any
committees as the Board of Trustees or the President may
direct.
4.5 The Secretary shall also maintain an accurate roster of the
names and addresses of the Members, be the keeper of the
Corporate Seal, and maintain a true an accurate copy of the
By-Laws.
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Article V
Section 5: Treasurer
5.1 The Treasurer shall have the responsibility for the funds
and securities of the Corporation.
5.2 The Treasurer shall be responsible for keeping full and
accurate financial records and books of accounts showing all
receipts and disbursements.
5.3 The Treasurer shall prepare all required financial data.
5.4 The Treasurer shall be responsible for the deposit of all
monies and other valuable effects in the name of the
Corporation in such depositories as may from time to time be
designated by the Board of Trustees.
5.5 The Treasurer shall generally perform all duties incident to
the office of Treasurer of a corporation organized under New
Jersey law.
5.6 The Treasurer shall render to the President and to the Board
of Trustees full account of the financial condition of the
Association at the regular meetings of the Board and
whenever either the President or the Board shall so require.
Article V
Section 6: Indemnification of Officers
6.1 Each officer shall be entitled to and shall receive the same
indemnification as provided for Trustees of the Association
in Section 8 of Article IV.
ARTICLE VI
OPERATION OF THE PROPERTY
Article VI
Section 1: Use of the Common Area
1.1 The Common Areas shall be used in accordance with the
reasonable purposes for which said Common Areas are
intended, except as otherwise permitted by the Board of
Trustees and as allowed in the By-Laws.
1.2 There shall be no obstruction or interference whatever with
the rights and privileges of other members in the Common
Area and nothing shall be planted, altered, constructed
upon, or removed from, the Common Area by any Member, except
by prior written consent of the Board of Trustees.
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1.3 If a Member shall violate this section, the Corporation
shall have the right to restore the Common Area to its prior
condition and assess the cost thereof against the Member who
violates this section and such cost shall become a lien upon
the Lot or Unit of such Member which shall become due and
payable upon demand. The Corporation shall have the same
right and powers to collect the cost of such restoration as
provided in Section 9 of this Article for the collection of
delinquent assessments.
1.4 If a Member interferes with the rights and privileges of
another Member in the use of the Common Area, the
Corporation or the Member may commence an action to enjoin
such interference and the prevailing party shall be entitled
to recover such reasonable attorney's fees as the Court may
allow together with all the necessary costs and
disbursements incurred in connection therewith.
Article VI
Section 2: Rules of Conduct
2.1 All Rules and Regulations shall be binding on all Members,
Occupants, Lessees, and their guests and all invitees and
persons coming on the Community Property.
2.2 Sanctions, including warnings, imposition of fines,
suspension of privileges of membership, and suspension of
use of Common Areas may be imposed for violation of these
By-Laws, and Rules and Regulations promulgated by the Board
of Trustees.
2.3 Copies of changes in the Rules and Regulations shall be
periodically furnished by the Corporation to each Owner
whenever changes thereto are made.
2.4 No unlawful use shall be made of any part of the Common
Elements.
2.5 All valid laws, ordinances, and regulations of all
governmental bodies having jurisdiction thereof shall be
observed.
2.6 The Trustees shall establish a Grievance Committee to
conduct hearings to determine whether violations of these
By-Laws or of the Rules and Regulations of the Corporation
have occurred. The Grievance Committee shall further be
authorized to impose sanctions for any violations it
determines to have occurred. The operating procedures and
Rights of Appeal from determinations of the Grievance
Committee shall be promulgated by Rules and Regulations
enacted by the Board of
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Trustees. The Board of Trustees may adopt Rules and
Regulations barring or limiting the use of recreational
areas and the Clubhouse by Owners who are not current in
their financial obligations to the Corporation.
Article VI
Section 3: Restrictions on the Use of Dwelling Units
In order to provide for congenial occupancy of the Community
Property and for the protection of the value of the Lots and
Units, the use of the Lots and Units shall be restricted and
shall be in accordance with the following provisions:
3.1 No nuisance shall be maintained by any Occupant of a Unit or
Lot, nor shall any use or practice be allowed by any Owner
which is a violation of the Judgement, By-Laws, Rules and
Regulations, or which interferes with the peaceful
possession or proper use and enjoyment of the Lots, Units,
or Common Elements.
3.2 The Dwelling Units shall be used as residences only.
Article VI
Section 4: Commercial Use
4.1 Except for commercial uses which are in existence on the
date these By-Laws become effective, there shall be no
commercial uses conducted in any Dwelling Unit or within the
Community except by express written consent of the Board of
Trustees. Nothing in this Section shall be deemed to
abrogate or impair any law, statute, ordinance, covenant,
agreement or restriction in any manner prohibiting such
commercial use.
Article VI
Section 5: Additions, Alterations, or Improvements
5.1 The Board of Trustees shall have the right to make or cause
to made alterations and improvements to the Common Elements,
provided the making of such alterations and improvements is
authorized by majority vote of the voting on the issue where
costs thereof exceeds the "Spending Limitation".
5.2 The costs of such alterations and improvements shall be
assessed as Common Expenses, unless in the judgement of the
Board of Trustees, the same are exclusively or substantially
for the benefit
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Community Corporation Highpoint, Inc. Page 19
particular Owners, in which case they shall be assessed
therefore in such proportion as they approve jointly, and,
failing such approval, in such proportions as may be
determined by the Board of Trustees.
Article VI
Section 6: Maintenance and Repair
6.1 All maintenance, repairs, and replacements to the Common
Properties shall be made by the Corporation and shall be
charged to all Owners as part of the Common Expense. Nothing
in this subsection shall be deemed to impose upon the
Corporation, the Board of Trustees, the individual Trustees,
or the Officers of the Corporation, any duty to effectuate
or make any particular maintenance, repair, or replacement,
except as the Board of Trustees shall in their sole and
singular discretion deem appropriate, nor shall anything in
this subsection impair or be deemed to impair the obligation
of third parties to make compensation for any damages which
they may do or cause to be done to the Common Properties.
6.2 Maintenance Schedule:
The Corporation shall answer such reasonable requests for
information concerning its maintenance of the Common
Elements as shall from time to time be made of it and which
it deems appropriate.
Article VI
Section 7: Common Expense and Surplus
The Board of Trustees shall annually prepare and adopt a
budget for the Corporation, determining the amount of Common
Expenses.
7.2 The Common Expenses shall be such expense as shall be
designated by the Board of Trustees and shall include, but
should not be limited to the following:
(a) amounts required for the operation and maintenance of
the Common Elements;
(b) amounts required for operation of the Corporation;
(c) amounts required for working capital of the Corporation;
(d) amounts required for future replacements and/or
maintenance reserves and capital improvements;
(e) the cost of insurance premiums and fees on all policies
of insurance maintained by the Corporation;
(f) amounts required to make up any deficit in the Common
Expenses for any prior year;
(g) amounts required for indemnification of Trustees and
Officers pursuant to Section 8 of Article IV, and Section 6
of Article V;
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(h) uncollectable prior assessments, pursuant to Section 3
of Article VIII;
(i) amounts required to make up insufficent insurance
proceeds subsequent to a casualty loss.
7.3 The Board of Trustees shall advise all Owners promptly, in
writing, of the amount of Common Expenses payable by each of
them respectively, and shall furnish to all Owners copies of
the annual budget on which such Common Expenses are based.
7.4 The Common Expenses shall be allocated and assessed among
the Owners according to and in the manner and amount as is
fairly and equitably determined by the Board of Trustees.
7.5 In the event it is concluded by the Board of Trustees that a
special assessment and/or increase in the annual assessment
and payments will be necessary, it may make such increase
and/or special assessment, and it shall notify all Owners by
written notice of the same, the need and the reasons
therefore, and the amounts thereof.
7.6 The Board of Trustees shall conduct a meeting of the Members
at which the year's budget shall be discussed and the Board
of Trustees shall adopt a budget for the fiscal year for the
Corporation at least sixty (60) days prior to commencement
of the fiscal year of the Corporation. In the event a budget
cannot be put into effect prior to the commencement of the
fiscal year of the Corporation, the Board of Trustees may
impose a special assessment of not more than fifty percent
(50%) of the prior year's assessment to the Owners, said
special assessment to be applied to the budget and
assessment ultimately proposed and put into effect for the
then current fiscal year.
7.7 The annual assessment shall not be either increased or
decreased by more than twenty percent (20%) of the preceding
fiscal year's annual assessment without the vote of a
majority of the Owners voting on the issue.
Article VI
Section 8: Payment of Common Expenses
8.1 All Owners shall be obligated to pay the Common Expenses
assessed by the Board of Trsutees pursuant to the provisions
of Section 7 of this Article.
8.2 Payments shall be made to the Corporation at the principal
office of the Corporation or at such other place as may be
designated for such purpose by the Board of Trustees in
accordance with the dates for
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payment established by the notice of the assessment. The
Board of Trustees may provide for the payment of assessments
in installments.
8.3 Special assessments, when levied by the Board of Trustees
pursuant to these By-Laws, shall be paid by the Owners in
such manner as may be determined by the Board of Trustees.
8.4 The abandonment of a Lot or Unit or a waiver of the use and
enjoyment of any of the Common Elements shall not exempt or
excuse any Owner from his contribution toward the Common
Expenses.
8.5 Notwithstanding the destruction of any Dwelling Unit by
casualty or otherwise, and the resulting inability to occupy
such Unit, the Owner of that Dwelling Unit shall remain
liable for assessments for Common Expenses as a Dwelling
Unit for the remainder of the year in which the destruction
took place.
8.6 In the event of a change of classification of any property
during the year from that to a Lot to a Dwelling Unit, the
assessment attributable to such property shall be increased
pro-rata from the time of such change for the balance of the
fiscal year. An Owner shall be assessed as a Dwelling Unit
upon the issuance of a Certificate of Occupancy.
Article VI
Section 9: Default in Payment of Common Expenses
9.1 All Common Expenses and assessments, together with interest
(at the highest legal rate), costs, and reasonable
attorneys' fees incurred in connection with collection
thereof, shall be a charge on the Lot or Unit and shall be a
continuing lien upon the property against which each such
assessment is made. Each such assessment, together with
interest, costs, and reasonable attorneys' fees, shall also
be the personal obligation of the Owner of such property at
the time when the assessment accrued. The personal
obligation for delinquent assessments shall also pass to the
Owner's successor in title by his acceptance of title to
such Lot or Unit for which such assessment are delinquent,
except as provided in Section 3 of Article VIII.
9.2 Such liens shall be effective as provided by N.J.S. 46:8B-21
of the Condominium Act. Said lien may be foreclosed in the
same manner as real estate mortgages and it shall be prior
to all other liens except:
(a) any similar liens by the Corporation for prior charges
and assessments;
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(b) assessments, liens, and charges for unpaid taxes due on
said Dwelling Unit;
(c) prior mortgages and liens of record upon such Dwelling
Unit.
9.3 A suit by the Corporation against the delinquent Owner to
recover a money judgement for the unpaid Common Expenses and
assessments shall be maintainable without foreclosing or
waiving the lien securing the same.
9.4 An Owner who claims the classification of assessment
applicable to his property is improper, shall be given an
opportunity to be heard by the Board of Trustees and present
his claim. Should his claim be upheld by the Board of
Trustees, his assessment shall be reduced to that
attributable to the proper category into which his property
should have been placed and such Owner shall be given a
refund of any excess assessment paid.
Article VI
Section 10: Fiscal Year and Records
10.1 The fiscal year of the Corporation shall be a calendar year
unless otherwise designated by the Board of Trustees.
10.2 The books and records of the Corporation and any supporting
vouchers shall be made available for examination by Members
at convenient hours on working days. Such days shall be
established by the Board of Trustees.
Article VI
Section 11: Open Bidding on Contracts
11.1 The Board of Trustees shall not enter into any contract on
behalf of the Corporation in excess of Fifteen Thousand
Dollars and No Cents ($ 15,000.00) before requesting
invitational bids from at least three (3) reputable firms or
businesses regularly engaged in performing the work or
providing the goods and materials which would be the subject
of the contract. The contract shall be awarded by the Board
of Trustees which shall not be required to accept the lowest
bid, but shall consider the amounts bid along with other
factors they determine to be relevant. In the event that at
least three (3) such bids cannot be obtained, then, and in
that event only, upon approval of three-fourths vote of the
Trustees then in office, said bid requirement may be waived
or modified as the Board of Trustees shall determine.
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ARTICLE VII
INSURANCE AND CASUALTY LOSSES
Article VII
Section 1: General
The Board of Trustees shall require such policy or policies
of insurance, to be maintained for the benefit and
protection of the Corporation, the Trustees, the Officers,
and the Members, as their respective interests may appear.
1.2 The type of coverages, their extent and applicable limits
shall be determined by the Board of Trustees.
1.3 The Corporation shall have no responsibility to provide
insurance to protect or insure the properties owned or
controlled by anyone other than the Corporation.
1.4 The Owner or Operator of the golf course shall provide the
Corporation with proof of insurance, the name of the
Corporation as a loss payee, as appropriate, against loss or
damage to person or property in the Community resulting from
the use of the golf course or any equipment related thereto.
1.5 At the request of any Owner, the Corporation shall provide
to that Owner an inventory of the relevant information
concerning insurance policies maintained by the Corporation.
ARTICLE VIII
TRANSFER OF DWELLING UNITS
Article VIII
Section 1: Liability of Purchaser (or Transferee) for Prior Assessments
1.1 The Purchaser (or Transferee) of title to a Lot or Unit
shall be jointly and severally liable with his predecessor
in title thereto for the amounts owing by the Seller (or
Transferor) to the Corporation up to the time of transfer of
the title, without prejudice to the right of the Purchaser
to have recourse against the Seller for the amount paid by
him as such joint debtor. An exception to this is a
Purchaser at a foreclosure sale (except as noted in
Subsection 1.5).
1.2 These Transferees shall not be liable in a foreclosure sale,
and the Lot or Unit shall not be subject to a lien for
Common Expenses and other expenses assessed prior to their
acquisition or title, provided, however,
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that the Corporation shall be joined as a party to the
foreclosure suit. When these exceptions apply, then the
unpaid share of Common Expenses and other assessments shall
become a Common Expense collectible from all Owners.
1.3 Upon request by a Purchaser, the Corporation shall, within
ten (10) days after such request, issue a CERTIFICATE OF
PRIOR CHARGES DUE which shall detail the amounts due.
Thereupon, the liability of the Purchaser under Subsection
3.2 of this Article shall be limited to the amount as set
forth in said certificate.
1.4 Upon the sale, conveyance or other lawful transfer of title
to a Lot or Unit, all unpaid assessments, charges, and
expenses of the Corporation chargeable to the Lot or Unit
shall first be paid out of the sales price or by the
Purchaser, in preference to any other assessments or charges
of whatever nature, except:
(a) assessments, liens, and charges for taxes past due and
unpaid on the Dwelling Unit; and
(b) amounts due under bona fide mortgages and liens recorded
prior to the claim of lien by the Corporation.
1.5 In the event of a foreclosure by the Corporation of a
statutory lien on any Lot or Unit for unpaid Common Expenses
and in the event the proceeds of the foreclosure sale shall
not be sufficient for the payment of such unpaid Common
Expenses, it shall be collectable from all Owners, including
the Purchaser of the foreclosed Lot or Unit, his heirs and
assigns in the same manner as Common Expenses.
ARTICLE IX
MISCELLANEOUS
Article IX
Section 1: Compliance and Penalties
1.1 The By-Laws, the Rules and Regualtions adopted pursuant
hereto, together with all future amendments and the
covenants and restrictions in the Judgement shall be
strictly compiled with by Member.
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1.2 Failure to comply with any of the same shall entitle the
Corporation to levy fines for violations, bring suit to
recover monies due and for damages and inductive relief,
against the offender.
1.3 If suit is instituted by the Corporation against anyone
bound by these By-Laws and the Court determines the
violation complained of has occurred, the Corporation shall
be reimbursed from the violator for its reasonable attorneys
fees and such other costs as shall be established by the
Court.
1.4 Nothing herein shall be deemed to preclude any Member from
bringing action for relief against another Member or Members
for violations which affect such Members person, property,
or enjoyment or occupancy of his Lot or Unit.
Article IX
Section 2: Notices
2.1 All notices to the Corporation shall be hand delivered or
sent by registered or certified mail to the Corporation care
of the Secretary, at the Office of the Corporation, or to
such other address as the Board of Trustees may hereafter
designate from time to time in writing to all Owners and to
other parties in interest.
2.2 All notices to any Member shall be sent by First Class Mail,
postage prepaid, or shall be hand delivered to the address
designated for the Member's Lot or Unit, or to such other
address as may have been designated by such Member from time
to time, in writing, to the Corporation.
2.3 All notices shall be deemed to have been given when mailed
or when delivered by hand, except notices of change of
address which shall be deemed to have been given when
received.
Article IX
Section 3: Invalidity
3.1 The invalidity of any part of these By-Laws shall not impair
or affect in any manner the validity, or enforceability or
effect of the remainder of these By-Laws.
Article IX
Section 4: Conflicts
4.1 In case any of these By-Laws conflict with the provision of
the Judgement or the laws of the State of New Jersey, the
provision of said Judgement or the laws of the State of New
Jersey, as the case may be, shall control.
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Community Corporation of Highpoint, Inc. Page 26
Article IX
Section 5: Waiver
5.1 No restriction, condition, obligation, requirement, or other
provision contained in these By-Laws shall be deemed to have
been abrogated or waived by reason of any failure to enforce
the same, irrespective of the number of violations or
breaches thereof which may occur.
Article IX
Section 6: Deed Restrictions
6.1 None of the provisions in these By-Laws shall be deemed to
be in derogation of or in release of any deed restrictions
to which the property within the Community is or may be
subject, whether such restrictions are contained in the
Judgement or in the other prior deeds in the chain of title,
unless required by the Judgement.
Article IX
Section 7: Captions
7.1 The captions herein are inserted only as a matter of
convenience of reference and in no way define, limit, or
describe the scope of the By-Laws or the content of any
provision hereof.
Article IX
Section 8: Gender
8.1 The use of the masculine gender in these By-Laws shall be
deemed to include the feminine gender, and the use of the
singular shall be deemed to include the plural whenever the
context so requires.
Article IX
Section 9: Amendments to the By-Laws
9.1 These By-Laws may be modified or amended by the Members at
the Annual Membership Meeting or at a Special Membership
Meeting called in accordance with the provision of these
By-Laws.
9.2 An Amendment may be presented for action at a Membership
meeting by a two-thirds vote of the Board of Trustees or by
a petition signed by the Members entitled to cast not less
than one hundred (100) votes. The petition shall contain the
full text of the proposed amendment and a statement of no
more than five hundred (500) words explaining the need for
the amendment. The petitions shall be filed with the
Secretary at least forty (40) days prior to the meeting at
which the amendment is to be acted upon and copies thereof
shall be sent to all members by the Proponent of such By-Law
change by First Class mail.
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Community Corporation of Highpoint, Inc. Page 27
9.3 No modification or amendment to these By-Laws shall be valid
unless adopted by the affirmative vote of two-thirds of the
Owners voting upon the proposed modification or amendment.
Article IX
Section 10: Judgement
10.1 The Judgement of the Xxxxxxxxx Xxxxxxxx Xxxxxxx, dated
January 2, 1985 sets forth in detail the obligations and
responsibilities of the individual Property Owners of the
Community Corporation of Highpoint, Inc., and the developer
of the Highpoint Country Club Community (the municipal R-4
zone of Montague Township). Some of these obligations and
responsibilities are set forth in the present By-Laws;
however, it is understood that the provisions of the
Judgement are controlling in the case of any conflict
between the By-Laws and Judgement, and also in the case of
provisions in the Judgement not set forth in detail in the
By-Laws.
Article IX
Section 11: The Developer
11.1 The Developer shall be a Member of the Corporation as long
as it owns at least one (1) vacant Lot or one (1) Dwelling
Unit in the Community.
11.2 During the first election for members of the Board of
Trustees, the Developer shall be entitled to cast a vote
equal to forty percent (40%) of the total number of votes
eligible to vote in the election of Trustees. In subsequent
voting, the Developer shall be entitled to cast the number
of votes determined by applying the formula of one (1) vote
for each vacant Lot and for each Dwelling Unit owned by the
Developer; however, in no event shall the Developer be
entitled to cast more than forty percent (40%) of the total
number of eligible votes. The Special Trustee shall certify
to the Court, to the Developer, and to the Corporation when
the number of votes of the Developer becomes less than forty
percent (40%) when applying the basic formula.
11.3 The assessments and dues of the Developer need not be
mathematically equivalent or commensurate with its voting
power.
11.4 The Developer shall have the pwer, right, and authority to
veto any action of the Board of Trustees involving the
creation, establishment, promulgation, or imposition of
membership dues and assessment, provided, however, that
within thirty (30) days of such action having been taken,
Developer notifies the Board in writing of the exercise of
its veto.
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Community Corporation of Highpoint, Inc. Page 28
11.5 The Developer shall have the power, right, and authority to
veto any action of the Board of Trustees in adopting
operation budgets, and capital budgets, provided, however,
that within thirty (30) days of such action having been
taken, the Developer notifies the Board in writing of the
exercise of its veto.
11.6 Should the Developer exercise its veto, as aforesaid, the
Special Trustee appointed in the Judgement, or his
successor, shall act to resolve the issues then presented,
and any action or decision of the Special Trustee shall be
sufficient to override such veto and thus be binding upon
all parties only by either the expressed agreement of the
Developer or by the majority vote of the Board of Trustees.
Article IX
Section 12: Notices
12.1 It shall be the obligation of each Member of the Corporation
to provide the Secretary of the Corporation with his current
mailing address for receipt of notices and information from
the Corporation. It shall be the obligation of the
Corporation to mail notices and information to Members at
the most current mailing address contained in the
Corporation records.
Article IX
Section 13: Copies of By-Laws
13.1 A copy of the By-Laws as adopted and approved by the Court,
and any subsequent amendments shall be filed by the
Secretary with the Sussex County Clerk within ten (10) days
after adoption or approval, as the case may be. Copies of
the By-Laws and amendments shall be provided to each Member
by the Corporation within a reasonable time after adoption.
AMENDMENT TO BY-LAWS OF
COMMUNITY CORPORATION OF HIGHPOINT, INC.
I, XXXX XXXXX, Secretary of Community Corporation of Highpoint, Inc., do
hereby certify that, at a duly convened meeting of the members of Community
Corporation of Highpoint, Inc., held on the 3rd day of May 1987, at the
Clubhouse, Highpoint Country Club a quoram of the members having been present,
IT WAS RESOLVED that the By-Laws of Community Corporation of Highpoint,
Inc., be amended as follows:
ARTICLE IV SECTION 2.
2.4 No member shall be qualified to serve as a Trustee who would be
disqualified from owning or having an interest in a license or permit
regulated or controlled in any manner by the State of New Jersey Division
of Alcoholic Beverage Control, or who owns or has an interest in any such
license or permit.
I hereby certify the foregoing to be a true and accurate statement of the
amendment to the By-Laws adopted.
/s/ Xxxx Xxxxx, Secretary
-------------------------
Prepared by Xxxx X. Xxxxx,
Attorney of the State of New Jersey
/s/ Xxxx X. Xxxxx
-----------------------------------
RESOLUTION 010190
(RESOLUTION FOR CHANGE IN BYLAWS - REDUCTION OF BOARD MEMBERS FROM 9 MEMBERS TO
5 MEMBERS TO BE ACCOMPLISHED THRU ATTRITION)
WHEREAS THE BOARD OF TRUSTEES OF COMMUNITY CORPORATION OF HIGHPOINT INC, FEELS
IT IS IN THE BEST INTEREST OF THE PROPERTY OWNERS TO REDUCE THE NUMBER OF BOARD
MEMBERS AND,
WHEREAS THE BOARD FEELS THAT THE CONDUCTING OF CORPORATION BUSINESS WOULD BE
BETTER SERVED BY A REDUCTION OF BOARD MEMBERS AND,
WHEREAS THE BOARD FEELS THAT THIS REDUCTION SHOULD BE DONE IN A ORDERLY FASHION
NOW, THEREFORE BE IT RESOLVED THAT THE BOARD OF TRUSTEES OF COMMUNITY
CORPORATION OF HIGHPOINT INC, AMEND ITS BY LAWS TO ALLOW FOR THE REDUCTION IN
NUMBERS OF ELECTED TRUSTEES FROM NINE (9) ELECTED MEMBERS TO FIVE (5) ELECTED
MEMBERS EFFECTIVE AT THE NEXT REGULAR MEETING OF THE BOARD OF TRUSTEES AFTER THE
MEETING OF THE MEMBERSHIP ON MAY 6, 1990.
FURTHER, BE IT RESOLVED THAT THIS REDUCTION IN ELECTED MEMBERS SHALL BE
ACCOMPLISHED THRU ATTRITION OF THOSE POSITION WHICH ARE ENDING IN MAY 1990 AND
OR THROUGH VACANCIES CREATED BY RESIGNATION.
FURTHER, BE IT RESOLVED THAT ALL ARTICLES OF THE BY LAWS WHICH RELATE TO NINE
BOARD MEMBERS WILL BE AMENDED TO REFLECT FIVE BOARD MEMBERS.
FURTHER, BE IT RESOLVED THAT THIS AMENDMENT BE PLACED BEFORE THE MEMBERSHIP OF
COMMUNITY CORPORATION AT A SPECIAL MEETING TO BE HELD ON FEBRUARY 2, 1990 AT
7:00PM FOR THE PURPOSE OF THEIR APPROVAL.
FURTHER BE IT RESOLVED THAT THIS AMENDMENT TO THE BY LAWS OF COMMUNITY
CORPORATION SHALL ONLY BE VALID IF IT IS ADOPTED BY THE AFFIRMATIVE OF
TWO-THIRDS OF THE VOTES CAST
