The Sea Ranch Restrictions
Article IV. Design Committee.
Section 4.01. Design Committee: Organization; Power of Appointment and Removal of
Members.
There shall be a Design Committee, organized as follows:
(a) The Design Committee shall consist of three (3) members. At least one member shall
be an architect who shall be designated the architect member. No other member shall be
required to meet any qualification for a membership on the Design Committee.
(b) There shall also be three (3) alternate architect members of the Design Committee,
any one of whom may be designated by the Design Committee to act in the place and stead of
the architect member in the event of his absence or disability.
Each of said persons shall hold his office until such time as he has resigned or he has
been removed or his successor has been appointed, as set forth herein.
(c) Except as provided in paragraph (d) below, the right from time to time to appoint
and remove all members and alternate architect members of the Design Committee shall be,
and is hereby reserved to and vested solely in Grantor.
(d) The right from time to time to appoint and remove members and alternate architect
members of the Design Committee shall be reserved to and vested in the Association as
follows:
(1) From and after twenty (20) years from the date first above written, the Association
shall have the right to appoint and remove one member of the Design Committee, who shall
be the member, other than the member designated the architect member, who, as of the date
such right may be first exercised, is the most recently appointed member.
(2) From and after twenty-five (25) years from the date first above written, the
Association shall have the right to appoint and remove the two members of the Design
Committee not designated the architect member.
(3) The Association shall have the right to appoint and remove all members and
alternate architect members of the Design Committee from and after thirty (30) years from
the date first above written; provided, however, that if Grantor fails to exercise its
rights under paragraph (c) above or records a declaration waiving such rights, the
Association shall thereupon and thereafter have the right to appoint and remove all
members and alternate architect members.
(e) Any member or alternate architect member of the Design Committee may at any time
resign from the Design Committee upon written notice delivered to Grantor or to the
Association, whichever then has the right to appoint and remove members.
Section 4.02. Design Committee: Duties.
It shall be the duty of the Design Committee to consider and act upon such proposals or
plans from time to time submitted to it pursuant to sections 3.03, 3.07 and 3.09, to adopt
Design Committee rules pursuant to section 4.04, and to perform such other duties from
time to time delegated to it by The Sea Ranch Restrictions.
Section 4.03. Design Committee: Meetings; Action; Compensation; Expenses.
The Design Committee shall meet from time to time as necessary to properly perform its
duties hereunder. The vote or written consent of any two (2) members shall constitute an
act by the Design Committee unless the unanimous decision of its members is otherwise
required by The Sea Ranch Restrictions; provided, however, approval of plans, drawings and
specifications by the Design Committee pursuant to paragraph (d) of section 3.03 shall
require the vote or written consent of the architect member and at least one other member
The Design Committee shall keep and maintain a record of all action from time to time
taken by the Design Committee at such meetings or otherwise. The architect member and the
alternate architect members shall receive from the Association reasonable fees for
professional services rendered. Unless authorized by the Association, the other members of
the Design Committee shall not receive any compensation for services rendered. All members
shall be entitled to reimbursement for reasonable expenses incurred by them in connection
with the performance of any Design Committee function.
Section 4.04. Design Committee Rules.
The Design Committee may, from time to time and in its sole discretion, adopt, amend
and repeal by unanimous vote, rules and regulations, to be known as "Design Committee
Rules", which, among other things, interpret or implement the provisions of sections
3.03, 3.07 and 3.09 and which list species of ground covers, shrubs and trees. A copy of
the Design Committee Rules, as they may from time to time be adopted, amended, or
repealed, certified by any member of the Design Committee, shall be recorded and shall
thereupon have the same force and effect as if they were set forth in and were a part of
The Sea Ranch Restrictions.
Section 4.05. Non-waiver.
The approval by the Design Committee of any plans, drawings or specifications for any
work done or proposed, or in connection with any other matter requiring the approval of
the Design Committee under The Sea Ranch Restrictions, shall not be deemed to constitute a
waiver of any right to withhold approval as to any similar plan, drawing, specification or
matter whenever subsequently or additionally submitted for approval.
Section 4.06. Estoppel Certificate.
When thirty (30) days after written demand therefor is delivered to the Design
Committee by any Owner, and upon payment therewith to the Association of a reasonable fee
from time to time to be fixed by the Association, the Design Committee shall record an
estoppel certificate executed by any two of its members, certifying with respect to any
lot of said Owner, that as of the date thereof either
(a) all improvements and other work made or done upon or within said lot by the Owner,
or otherwise, comply with The Sea Ranch Restrictions, or
(b) such improvements and/or work do not so comply, in which event the certificate
shall also
(1) identify the non-complying improvements and/or work and
(2) set forth with particularity the cause or causes for such non-compliance.
Any purchaser from the Owner, or mortgagee or other encumbrancer shall be entitled to
rely on said certificate with respect to the matters therein set forth, such matters being
conclusive as between the Association, Grantor and all Owners and such purchaser,
mortgagee or other encumbrancer.
Section 4.07. Liability.
Neither the Design Committee nor any member thereof shall be liable to the Association
or to any Owner or Project Committee for any damage, loss or prejudice suffered or claimed
on account of
(a) the approval of any plans, drawings and specifications, whether or not defective,
(b) the construction or performance of any work, whether or not pursuant to approved
plans, drawings and specifications,
(c) the development, or manner of development of any property within The Sea Ranch, or
(d) the execution and filing of an estoppel certificate pursuant to section 4.06,
whether or not the facts therein are correct; provided, however, that such member has,
with the actual knowledge possessed by him, acted in good faith.
Without in any way limiting the generality of the foregoing, the Design Committee, or
any member thereof, may, but is not required to, consult with or hear the Association or
any Owner with respect to any plans, drawings or specifications, or any other proposal
submitted to the Design Committee.
Article V. The Sea Ranch Association.
Section 5.01. Organization.
(a) The Association is a nonprofit membership corporation charged with the duties and
empowered with the rights set forth herein. It was created by the Articles and its affairs
shall be governed by the Articles and By-Laws.
(b) In the event that the Association as a corporate entity is dissolved, a nonprofit,
unincorporated association shall forthwith and without further action or notice be formed
and succeed to all rights and obligations of the Association hereunder Said unincorporated
association shall be known as Del Mar Ranch Association and its affairs shall be governed
by the laws of the State of California and, to the extent not inconsistent therewith, by
the Articles and By-Laws, respectively, as if they were created for the purpose of
governing the affairs of an unincorporated association.
Section 5.02. Membership.
(a) Each Owner, by virtue of being an Owner and for so long as he is an Owner, shall be
a member of the Association or in the event of its dissolution, a member of the
unincorporated association succeeding to the Association, as provided for in paragraph (b)
of section 5.01.
(b) The rights, duties, privileges and obligations of an Owner as a member of the
Association or its succeeding unincorporated association shall be those set forth in, and
shall be exercised and imposed in accordance with, the provisions of The Sea Ranch
Restrictions, the Articles and By-Laws.
(c) In the event of the dissolution of the Association and the formation of an
unincorporated association, as provided for in paragraph (b) of section 5.01, each member
of the unincorporated association shall have an equal, underlying beneficial interest in
all of the Association's property transferred to or for the account or benefit of said
unincorporated association in direct proportion to the number of lots owned by such
member; provided, however, that there shall be no judicial partition of such property, or
any part thereof, nor shall any such member or other person acquiring any interest in said
property, or any part thereof, seek any such judicial partition.
Section 5.03. Voting Rights.
Each Owner shall be entitled to one vote for each lot owned by such Owner on all
matters properly submitted for vote to the membership of the Association; provided,
however, that every Owner entitled to vote at any election of the members of the Board may
cumulate his votes and give any one or more candidates a number of votes equal to the
number of lots owned by the Owner multiplied by the number of directors to be elected. The
right to vote may not be severed or separated from any lot, and any sale, transfer or
conveyance of any lot to a new Owner shall operate to transfer the appurtenant vote
without the requirement of any express reference thereto.
Section 5.04. Duties and Obligations of the Association.
The Association shall have the obligations and duties, subject to The Sea Ranch
Restrictions, to do and perform each and every of the following for the benefit of the
Owners and for the maintenance and improvement of The Sea Ranch:
(a) The Association shall accept as part of The Sea Ranch, all property annexed to The
Sea Ranch pursuant to section 2.02 and shall accept all Owners as members of the
Association.
(b) The Association shall accept title to all common area and restricted common area
from time to time conveyed to it pursuant to section 9.05.
(c) Notwithstanding anything to the contrary contained in paragraph (b) of section
5.01, immediately prior to any dissolution of the Association as a corporate entity the
Association shall convey all real property vested in it to Title Insurance and Trust
Company or to its successor, or to any other independent corporate trustee, to hold such
real property in trust for the benefit of the unincorporated association formed pursuant
to said paragraph (b) and for the benefit of the Owners.
(d) The Association shall maintain, or provide for the maintenance of, common area,
restricted common area, recreational facilities and restricted private area and all
improvements of whatever kind and for whatever purpose from time to time located thereon
in good order and repair; provided, however, that notwithstanding the foregoing, the
Association shall have no obligation to maintain in good order and repair any improvement
constructed upon common area, restricted common area, or restricted private area by any
Owner or Project Committee pursuant to section 3.07. Roads shall be maintained in a
condition of repair at least equal to that of comparable roads of the County of Sonoma.
(e) The Association shall enter upon and maintain, or provide for the maintenance of,
any private area or project area which is not maintained by the Owner or Project Committee
thereof in accordance with the requirements of sections 3.02 and 3.08, respectively.
(f) To the extent not assessed to or paid by the Owners, the Association shall pay all
real property taxes and assessments levied upon any portion of common area or restricted
common area or upon any recreational facility.
(g) Unless provided by a municipal, county or other governmental body and unless the
cost thereof is assessed, directly or indirectly, against the Owners by such body, the
Association shall contract for, employ, or otherwise provide police and refuse disposal
services.
(h) The Association shall obtain and maintain in force the following policies of
insurance:
(1) fire and extended coverage insurance on all improvements owned by the Association
and from time to time located upon or within any common area, restricted common area, or
recreational facility, the amount of such insurance to be not less than ninety percent
(90%) of the aggregate full insurable value, meaning actual replacement value (exclusive
of the cost of excavations, foundations and footings), of such improvements as from time
to time determined by the Association;
(2) bodily injury liability insurance with limits of not less than Two Hundred Thousand
Dollars ($200,000) per person and One Million Dollars ($1,000,000) per occurrence insuring
against any and all liability with respect to The Sea Ranch or any portion thereof, or
arising out of the maintenance or use thereof; and
(3) property damage liability insurance with a deductible of not more than One Thousand
Five Hundred Dollars ($1,500) and a limit of not less than Five Hundred Thousand Dollars
($500,000) per accident.
The policy or policies of insurance referred to in subparagraphs (2) and (3) above
shall name as insureds
(aa) the Association, the Board, the Design Committee, and their representatives,
members and employees, and
(bb) with respect to any liability arising out of the maintenance and use of common
area, restricted common area or any recreational facility, the Owners.
Such policy or policies shall protect each of the insureds as if each were separately
insured under separate policies; provided, however, that such policy or policies shall not
require the insured or insurers to pay any amount in excess of the maximum limits stated
therein. Each and every policy of insurance obtained by the Association, whether or not
required to be obtained pursuant to the provisions of The Sea Ranch Restrictions, shall
expressly waive any and all rights of subrogation against Grantor, its representatives and
employees, and any Owner.
(i) The Association shall accept and act upon applications submitted to it for the
development of public and private recreational facilities.
(j) The Association shall from time to time make, establish, promulgate, amend and
repeal The Sea Ranch Rules, as provided for in section 5.06.
(k) To the extent provided for in section 4.01, the Association shall exercise its
rights to appoint and remove members of the Design Committee to insure that at all
reasonable times there is available a duly constituted and appointed Design Committee.
(l) The Association shall take such action, whether or not expressly authorized by The
Sea Ranch Restrictions, as may reasonably be necessary to enforce the restrictions,
limitations, covenants, and conditions of The Sea Ranch Restrictions, The Sea Ranch Rules
and the Design Committee Rules.
Section 5.05. Powers and Authority of the Association.
The Association shall have all of the powers set forth in the Articles, together with
its general powers as a nonprofit corporation, subject only to the limitations upon the
exercise of such powers as are expressly set forth in the Articles, the By-Laws and in The
Sea Ranch Restrictions, to do any and all lawful things which may be authorized, required
or permitted to be done by the Association under and by virtue of The Sea Ranch
Restrictions and to do and perform any and all acts which may be necessary or proper for
or incidental to the exercise of any of the express powers of the Association or for the
peace, health, comfort, safety and/or general welfare of the Owners and Guests of The Sea
Ranch. Without in any way limiting the generality of the foregoing:
(a) The Association shall have the power and authority at any time, and from time to
time, and without liability to any Owner or Project Committee, to enter upon any private
area or project area for the purpose of enforcing any and all of the provisions of
sections 3.02, 3.03, 3.08 and 3.09, or for the purpose of maintaining and repairing any
such area if for any reason whatsoever the Owner thereof or the Project Committee of the
project involved fails to maintain and repair such area as required by paragraph (d) of
section 3.02 and paragraph (d) of section 3.08, respectively. The Association shall also
have the power and authority from time to time, in its own name, on its own behalf or on
behalf of any Owner or Owners who consent thereto, to commence and maintain actions and
suits to restrain and enjoin any breach or threatened breach of The Sea Ranch Restrictions
and to enforce, by mandatory injunction or otherwise, all of the provisions The Sea Ranch
Restrictions.
(b) In fulfilling any of its obligations or duties under The Sea Ranch Restrictions,
including, without limitations, its obligations or duties for the maintenance, repair,
operation or administration of common area, restricted common area, recreational
facilities, restricted private area and, to the extent necessitated by the failure of the
Owners thereof, private area and project area, the Association shall have the power and
authority
(1) to contract and pay for, or otherwise provide for, the maintenance, restoration and
repair of all improvements of whatever kind and for whatever purpose from time to time
located upon common area, restricted common area or within any recreational facility;
(2) to obtain, maintain and pay for such insurance policies or bonds, whether or not
required by section 5.04, as the Association shall deem to be appropriate for the
protection or benefit of The Sea Ranch, the Association, the members of the Board, the
members of the Design Committee, Owners or Guests, including, but without limitation, war
risk insurance, boiler insurance, workmen's compensation insurance, malicious mischief
insurance, automobile non-ownership insurance, and performance and fidelity bonds;
(3) to contract and pay for, or otherwise provide for, such utility services,
including, but without limitation, water, sewer, garbage, electrical, telephone and gas
services, as may from time to time be required;
(4) to contract and pay for, or otherwise provide for, the services of architects,
engineers, attorneys and certified public accountants and such other professional and
non-professional services as the Association deems necessary;
(5) to contract and pay for, or otherwise provide for, fire, police and such other
protection services as the Association shall from time to time deem necessary for the
benefit of The Sea Ranch, any property located within The Sea Ranch, Owners and Guests;
(6) to contract and pay for, or otherwise provide for, such materials, supplies,
furniture, equipment and labor as and to the extent the Association deems necessary; and
(7) to pay and to discharge any and all liens from time to time placed or imposed upon
any common area, restricted common area or recreational facility on account of any work
done or performed by the Association in the fulfillment of any of its obligations and
duties of maintenance, repair, operation or administration.
(c) In fulfilling any of its obligations, or in exercising any of its rights, to
construct improvements or other work upon any common area, restricted common area or
restricted private area, or in connection with the development of any recreational
facility pursuant to Article VII, the Association shall have the right, power and
authority
(1) to contract and pay for, or otherwise provide for, the construction of such
improvements or other work upon such terms and conditions as the Association shall deem
appropriate;
(2) to obtain, maintain and pay for such insurance policies or bonds, in addition to
those obtained by the Association pursuant to subparagraph (2) of paragraph (b) above, as
the Association may deem appropriate for the protection or benefit of the Association, the
members of the Board, the members of the Design Committee, Owners and Guests, including,
but without limitation, builder's risk insurance, additional comprehensive liability
insurance, workmen's compensation insurance and performance and fidelity bonds;
(3) to contract and pay for, or otherwise provide for, the services of architects,
engineers, attorneys and certified public accountants and other professional and
non-professional services; and
(4) to pay and discharge any and all liens arising out of the construction of any such
improvement.
(d) The Association shall have the power and authority from time to time to grant and
convey to any third party such easements, rights of way, parcels or strips of land, in,
on, over or under any common area, restricted common area or recreational facility, for
the purpose of constructing, erecting, operating and maintaining thereon, therein and
thereunder,
(1) public roads, streets, walks, driveways, parkways, and park areas,
(2) poles, wires, and conduits for the transmission of electricity for lighting,
heating, power, telephone, television and other purposes and for the necessary attachments
in connection therewith, and
(3) public and private sewers, storm water drains, land drains and pipe, water systems,
sprinkling systems, water, heating and gas lines or pipes and any and all equipment in
connection with the foregoing.
(e) The Association may, from time to time, employ the services of a manager to manage
the affairs of the Association and, to the extent not inconsistent with the laws of the
State of California and upon such conditions as are otherwise deemed advisable by the
Association, the Association may delegate to the manager any of its powers under The Sea
Ranch Restrictions.
(f) The Association may, from time to time and upon such terms and conditions as it may
deem appropriate, agree with the Project Committee of any project to manage the affairs of
such Project Committee.
(g) The Association shall have the right from time to time to pay, compromise or
contest any and all taxes and assessments levied against all or any part of any common
area, restricted common area or recreational facility or upon any personal property
belonging to the Association; provided, however, that prior to the sale or other
disposition of any property to satisfy the payment of any such tax or assessment, the
Association shall pay and discharge the lien imposed with respect to such property.
Section 5.06. The Sea Ranch Rules.
(a) The Association may, from time to time and subject to the provisions of The Sea
Ranch Restrictions, adopt, amend, and repeal rules and regulations, to be known as
"The Sea Ranch Rules", governing, among other things,
(1) the use of common area, restricted common area, and recreational facilities;
(2) the use of roads;
(3) the collection and disposal of refuse;
(4) the burning of open fires; and
(5) the maintenance of animals within The Sea Ranch.
(b) With respect to subparagraph (a) (1) above, The Sea Ranch Rules may, without
limitation and to the extent deemed necessary by the Association in order to preserve the
benefits of The Sea Ranch for all Owners, their families, invitees, licensees and lessees,
and for Guests, restrict and/or govern the use of common area, restricted common area and
recreational facilities by any Guest, by any Owner, by the family of such Owner, or by any
invitee, licensee or lessee of such Owner; provided, however, that with respect to use of
common area and public recreational facilities, The Sea Ranch Rules may not discriminate
between Guests, Owners, and the families and lessees of Owners.
(c) With respect to subparagraph (a) (2) above, The Sea Ranch Rules may, without
limitation, provide for
(1) parking restrictions and limitations;
(2) maximum speeds for vehicular travel;
(3) the time or times when commercial vehicles may be permitted to use the roads; and
(4) the type or types of vehicles other than conventionally equipped passenger
automobiles which may be permitted to use the roads.
(d) A copy of The Sea Ranch Rules, as they may from time to time be adopted, amended or
repealed, certified by the Secretary or any Assistant Secretary of the Association, shall
be recorded and duplicate copies thereof shall be delivered to each Owner and each
participating facility. Upon such recordation and delivery The Sea Ranch Rules shall have
the same force and effect as if they were set forth in and were a part of The Sea Ranch
Restrictions.
Section 5.07. Liability of Members of Board.
No member of the Board shall be personally liable to any Owner, Guest, Project
Committee, participating facility, or to any other person, including Grantor, for any
error or omission of the Association, its representatives and employees, the Design
Committee or the manager; provided, however, that such member has, with the actual
knowledge possessed by him, acted in good faith.
Section 5.08. Exclusive Powers of the Association.
The Association, through the Board and its duly authorized representatives, shall have
the exclusive right to exercise the powers and authority referred to in paragraphs (b)
through (g), inclusive, of section 5.05.
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