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Amended Memorandum of Agreement


 

AMENDED MEMORANDUM OF AGREEMENT

WHEREAS, CENTENNIAL LAND AND DEVELOPMENT CORPORATION purchased the entire stock and interest of the CENTENNIAL LAKE COMPANY in 1972, and is the successor in title and assignee of all right, title and interest of THE CENTENNIAL LAKE COMPANY (the "COMPANY") in and to several hundred acres of real property in and about Centennial Lake in the Township of Medford, State of New Jersey; and

WHEREAS, the CENTENNIAL LAND AND DEVELOPMENT CORPORATION, its successors and assigns ("CORPORATION") is the assignee and successor in interest to the COMPANY in a Memorandum of Agreement dated June 1, 1957 and in certain Covenants and Restrictions of even date therewith, all of which were recorded at Book of Deeds 1753, Page 946 et seq. of the Burlington County Clerk's Office; and

WHEREAS, certain By-Laws of THE CENTENNIAL PINES CLUB (the "CLUB") were prepared, adopted and recorded in accordance with the terms of the above Memorandum of Agreement; and

WHEREAS, the parties hereto are parties to a Settlement Agreement of even date herewith concerning the development of property in the Centennial Lakes area, and as part of that Agreement have provided for this Amendment of the Memorandum of Agreement of June 1, 1957, the Covenants and Restrictions and the By-Laws, aforesaid; and

WHEREAS, this Amended Memorandum of Agreement, and the Amended Covenants and Restrictions and Amended By-Laws, form a part of and are incorporated in said Settlement Agreement as Exhibit "A" thereto; and

WHEREAS, the parties hereto desire to determine and agree, and do hereby agree to the manner and circumstances of development of said property owned by the CORPORATION, and to put an end to litigation, dispute and contention concerning same;

NOW, THEREFORE, for and in consideration of the sum of One Dollar ($1.00) in hand paid by each party hereto to each other party, for the exchange of mutual promises, and for other consideration as contained in the terms and conditions of this Agreement, the parties agree as follows:

1. The CLUB shall:

(a) Sponsor, conduct and approve activities and functions only for the benefit and participation of all members in good standing of the CLUB and will require any and all organized groups, auxiliaries, clubs and organizations of any kind whatsoever identified with the name CENTENNIAL or CENTENNIAL LAKE and using CLUB property, the lake known as Centennial Lake, or facilities made available to the CLUB to be: (a) limited to members of the CLUB; and (b) subject to the By-Laws and Rules and Regulations of the CLUB. This provision shall not restrict the Corporation or its nominees or assignees in any way.

(b) At all times carry adequate insurance, including public liability insurance in the face amount of at least $1,000,000.00 for each single occurrence and $3,000,000.00 in the aggregate, against liability incident to use of Centennial Lake, CLUB property, and/or facilities made available to the CLUB and its members and guests. Until the CORPORATION conveys to the CLUB the property set forth in subparagraph 1(c) below, the CLUB shall maintain the CORPORATION as an additional insured under the aforesaid insurance, provided that normal underwriting practices permit it, and further provided that the premium for maintaining the CORPORATION as an additional insured does not exceed ten (10%) percent of the premium for such public liability insurance for the CLUB without carrying the CORPORATION as an additional insured.

(c) Perform all acts required of it under the terms of the Settlement Agreement, this Amended Memorandum of Agreement and the Amended Covenants and Restrictions, which form a part of the agreement and the terms of which are incorporated herein by reference.

(d) Cause its members to act only through the duly elected officials of the CLUB respecting the development or construction of the CORPORATION's property, any management problems, policies or issues relating to the CLUB, its members, Centennial Lake, the CORPORATION, or the Centennial Lake Development.

2. The CORPORATION agrees so long as the CLUB continues to operate and function as contemplated by the terms and conditions of the within Agreement and the Exhibits made a part hereof, that:

a) The area or community defined herein as CENTENNIAL LAKE DEVELOPMENT shall be laid out and developed in conformity with and be bound by the Settlement Agreement and the Amended Covenants and Restrictions made a part hereof and any modifications thereof duly adopted; and

b) It will convey to the CLUB all of its right, title, interest and estate in and to the triangular parcel of land at the west entrance to Centennial Lake, conditioned nevertheless, so long as the CLUB beautifies, maintains and uses the same solely as an appropriate Entrance Island, and does not build, erect, construct or permit thereon the building, erecting or constructing of any signs, walls, fences, structures or obstructions of any kind whatsoever without the written approval of the CORPORATION; and

c) At any time hereafter, upon the mutual agreement of the parties hereto, or when:

1) The CORPORATION has sold 90% of its waterfront lots fronting Centennial Lake and 50% of its secondary lots as may be laid out for development as a part of the Centennial Lake Development as herein defined; and

2) The CORPORATION has obtained final approval and commenced construction on the first sections of the "Bluff" (Exhibit B to the Settlement Agreement of even date herewith) and the "Centennial Estates" (Exhibit C to the Settlement Agreement of even date herewith),

The CORPORATION will convey to the CLUB and the CLUB will accept all its right, title, interest and estate in and to the bed of the lake now known as Centennial Lake and all dams, sluices and waterways in connection therewith, the beach lot, and any other recreational property that the CORPORATION has set aside for CENTENNIAL LAKE DEVELOPENT. Pending occurrence of the above events the CORPORATION will, at its expense, manage and control the property owned by it. Lake and Beach maintenance consists of aquatic weed control chemicals and their application and beach erosion control, which is presently estimated to cost between $3,000 and $5,000 each year; and

d) As long as the CORPORATION owns property within the CENTENNIAL LAKE DEVELOPMENT, the CORPORATION or its nominees shall at all times maintain adequate insurance, including public liability insurance in the face amount of at least $1,000,000.00 for each single occurrence and $3,000,000.00 in the aggregate against liability incident to the ownership, maintenance and use of the CORPORATION's property in the CENTENNIAL LAKE DEVELOPMENT. Until the CORPORATION conveys to the CLUB the property set forth in subparagraph 2(c) of this Agreement, the CORPORATION shall maintain the CLUB as an additional insured under the aforesaid insurance, provided that normal underwriting practices permit it and further provided that the premium For maintaining the CLUE an additional insured does not exceed ten (10%) percent of the premium for such public liability insurance for the CORPORATION without carrying the CLUB as an additional-insured.

3. The CORPORATION expressly reserves the exclusive right to determine development policies and layout and to manage, control, operate and sell the property it owns, subject only, however, to the specific terms and conditions stated in the Settlement Agreement and this Amended Memorandum of Agreement, and the CLUB, its members and residents expressly waive any right to oppose development of CORPORATION'S property, as described in the Settlement Agreement. Neither the CLUB, its members or any of the Residents will suggest or recommend changes, additions or modifications of any development application so as to increase the obligations of the CORPORATION beyond those set forth in the application itself.

4. THE PARTIES HERETO further covenant and agree as follows:

a) The area or community to be known as the "Centennial Lake Development" shall consist of the approximate 75 acre lake identified by that name, extending from the Main Dam at the Centennial-Taunton Road to the Medford Road, also known as Breakneck Road, and all lots fronting the lake waters of the same, together with all lots directly opposite the waterfront lots and fronting either of the two roads around Centennial Lake, known as Centennial Drive West and Centennial Drive East, respectively, as may appear as part of the plans of the CORPORATION filed or to be filed or revisions thereat, and shall also include any additional part or area of such plans within the 600 to 700 acres of land now owned by the CORPORATION (or which may in the future be acquired from adjoining owners) which in the sole discretion of the CORPORATION it may in future desire to lay out, by filed plans or revisions, specific lots for development as part thereof; it being understood, however, that any portion of said overall area, not fronting Centennial Lake or the Roads around Centennial Lake aforementioned may be excluded by the CORPORATION as part of the Centennial Lake Development and any such part so excluded shall be excluded from the use of the Lake and CLUB facilities, By-Laws, rules and regulations, as well Amended Covenants and Restrictions and this Agreement herein mentioned; and

b) The CLUB shall fix dues and fees applicable to its members, provided that all fees, dues and other charges assessed against members of the CLUB or prospective members shall be assessed equally to all CLUB members in a given year (except that dues may be pro-rated for new members), and no special assessment dues or other charges shall be assessed or levied against less than all CLUB members; and the CLUB shall notify the CORPORATION within seven (7) days of its annual meeting as to whether and how much the dues will be increased or decreased for the following year; and

c) That wherever the approval of the CLUB or the CORPORATION is required herein, said approval shall not be unreasonably withheld or delayed; and

d) The parties hereto recognize that performance is of the essence of this Memorandum. The parties further recognize and agree that in the event of nonperformance compensatory damages do not form an adequate remedy, in that damages would be difficult, if not impossible, to compute. Accordingly, the parties hereto agree that in the event of nonperformance, or in the event one party hereto has reason to believe that another party shall not or does not intend to perform under the terms of this Agreement, the aggrieved party may seek relief in the form of specific performance, declaratory or injunctive relief from a Court of Equity. The parties mutually waive any right they may have to damages unless and only in the event that a Court of Equity shall find and determine that exercise of its equitable jurisdiction is improper and that the parties hereto must seek a remedy at Law in the form of damages.

e) Upon the construction of all homes and the conveyance by the CORPORATION and its heirs, successors, and assigns of all of the property within the CENTENNIAL LAKE DEVELOPMENT including the property identified in Section 2 of the Settlement Agreement of even date herewith by and between the parties, all rights, duties, responsibilities and authority given to the Centennial Lake Company and the Centennial Land and Development Corporation shall pass to and vest indefeasibly in the Centennial Pines Club, which shall thereafter be the sole organization charged with the management and maintenance of the Centennial Lake Community.

f) This Agreement shall be binding upon the heirs, executors, administrators, successors in title and assigns of the parties hereto and on al]: members, present and future, of the CLUB.

g) In the event of any dispute over the meaning and construction of the terms of this document, the Settlement Agreement, and the Amended Covenants and Restrictions the following shall be the order in which the documents shall control:

1. The Settlement Agreement;

2. The Amended Memorandum of Agreement; and

3. The Amended Covenants and Restrictions.

IN WITNESS WHEREOF the parties hereto have executed this Agreement dated the day and year first written above.

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