APN NOS: 139-33-511-008 139-33-511-009 139-33-511-0 10 139-33 610-025 139-33-610-026 139-33-610 ,017 139 3+-110-00!:i 139-3+-I I 0-007 139-3+ 110 008 I 39-3+-110-009 139-3+-2 I 0-002 WHEN RECORDED, MAIL TO: CITY PARKWAY V, INC.
400 Stewart A venue Las Vegas, Nevada S9101 Attention: Econom1c and Urban Devclopmcnl Department AMENDED AND RESTATED COMMUNITY CHARTER FOR SYMPHONY PARK lnst#:201202090001635 Fees: $139.00 N/C Fee: $25.00 02/09/2012 12:32:14 PM Receipt#: 1061913 Requestor : CITY PARKWAY V INC Recorded By: SUO Pgs: 123 DEBBIE CONWAY CLARK COUNTY RECORDER TABU: OF CONTENTS (contmued) PREAMBLE ............. .............................. .............................. ...................................... . 2 DECLARATION OF COVENANT ............................................. .............................. ........... 3 PART ONE: INTRODUCTIO N TO THE COMMU NITY ................ ............................ ............. 5 Chapter 1 Governing Doctunent s ..................... ............................................................... 5 1. 1. Scope and Apphcab1 lity ................................................................................... 5 1 . 2. Add1t.ional Covenants .................................................... ................................. 6 1 . 3. Conl11cts ....................................................................................... .............. 6 1.4. Dcfin1Uon$ ...................................................................... ............................ 6 1. 5. lntcrprctal1on of Certain Rclcrcnccs ...................... ............................................ 6
........................................................ ............................ 6 1. 5. lntcrprctal1on of Certain Rclcrcnccs ...................... ............................................ 6 Chapter 2 Commtmity Administration ............................................... ............................. $ 2.1. The Founder ................................................................ ................................ 8 2. 2. The As:-ociat1on ................................................................................. ........... 9 2. 3. The Board ................................. .............................. .................................... 9 2.4. The Parcel Owners ................................................. ............. .................. ........ 9 2. 5. Parcel Developers ............. ......................................................... .................. 10 2.6. t,.,tortgagees ........................... ........................ .............. ............................... 10 Chapt<'r 3 Community Structure and Organization .............................. ........................ 11 3. l. Property Dcsignattom W1thm the Commumty ................. .................................... 11 3. 2. Service Areas ......................................... ..................................................... l I Chapter 4 Association MC'mbership and Voting Rights .............. .................................. 13 4. 1. Mc111bcrc-hip ...................................................... ................. .................. ...... 1 3 +.2. Votmg ..................... .............. ...................... .................... ......................... 13
............................... ................. .................. ...... 1 3 +.2. Votmg ..................... .............. ...................... .................... ......................... 13 Chapter 5 OC'sign Standard s Complian ce ............................................................ .......... 15 5.1. General .................................... ................................................................. 15 5.2. Design Review Con)phancc ................................. ........................................... 15 5.3. L1m1tauonof Liab1lity .................. .................. ..................................... ........... t6 5.+. Certificate ofComp hanc:e ........................................................ ....................... 16 5.5 Final Approved Floor Plans ................................. ............................................ 16 5.6 Temporary S1gnage ........................................ ............................................... 17 Chapter 6 Maintenan ce, Repair, and RC'placement .......................................... ............ 18 6. I. Mamtenance by Parcel Owner:; .......................................................... .............. 18 6.2. Mamtenance by the Assoc1auon ......................................... ............................... l8 6.3. Mamtcnance and Rcp,u.r of Party Walls and Similar Structures ................................. . 18 6.+. Respons1b1hty for Repair and Recomtruct ,on ....................................................... 19 II TABLE OF CONTENT S ( continued)
Similar Structures ................................. . 18 6.+. Respons1b1hty for Repair and Recomtruct ,on ....................................................... 19 II TABLE OF CONTENT S ( continued) Chapter 7 Use and Conduct ............................................................................ ............... 20 7.1. lbe, Occupancy, and Transfer oJ' Interests in l\1rceb ................... .......................... 20 7.2. Rulcmakmg Authority and Pron'dures .................... ........................................... 22 7. 3. Protection of Parcel Owners and Other:; ........................... ................................. 23 7.+. Parcel Owners' Acknowledgment and Notice to Purchasers ..................................... 24 7.5. Con,-truct1on Activities on Parcels .............................................................. ...... 24 Chapter 8 Compliance and Enforccn1ent .......................................... ............................ 25 S. I . Con, pliance ................................... .................................... .............. ........... 2 5 8.2. Remedies for Non-Compltance ................................. ....................................... 25 8. 3. Board Dec1s1on to Pursue Enforcement Action .............. ....................................... 26 8.+. Attorney:- Fees and Costs ............................................... ................................ 26 Chapter 9 Promotion of Sympho ny Park .............................................................. ........ 27 9.1. Authority ................................ ............................... ...................... .............. 27
Park .............................................................. ........ 27 9.1. Authority ................................ ............................... ...................... .............. 27 9.2. Advbory Con1n11ttcc ......................... ................. .................................... ....... 27 Chapter 10 Chapter 11 RESERVED ........................... ........................................................................ 28 Property 1\1anagen1ent ............................ ..................... ......................... ...... 29 11. I. Acceptance and Control of As:;ociat1on Property ................................................... 29 11.2. Mau1tenance of Common Area ........................... ............................................. 29 11.3. Operation of Commonm Area and Perimeter Areas ............................. .................. 30 11.4. Restoring Damaged Improvements wtthin the Common Areas ................................. 30 I I. 5. Relat1om.hips with Other Properties .................................................................. 30 Chapter 12 Provision of Services ............................................ ............................. .......... 31 12.1. Prov1s1on of Services ............ ..................... .................................... ................ 3 I I 2. 2. Pro\'IS1on of Services to Service Areas ........................................ .............. ......... 31 12.3. Community Service Systems ........................................................................... 32 12.+. Con1mw11ty Security ......................................... ................... ......................... 32
tems ........................................................................... 32 12.+. Con1mw11ty Security ......................................... ................... ......................... 32 12.5. Tran:;portat1on l\,1anagemcnt ........................................................................... 32 Chapter 13 Insurance .................. .......................................... ........................ ................ 35 13.1. Required Coverage .................................................. ..................................... 35 13.2. Deduct1b lc~ ............................... ................................................................. 36 I 3. 3. Policy Requ1ren1ents ............ ..................................... .................................... 36 13.4. As:-ociation Insurance Prcmmms .............................. ........................ ................ 36 13.5. Parcel ln~urance ...................................................... .................................... 36 Chapter 14 Association Finances .................................... ............................................... 38 14.2. Budgeting for and Allocatmg Associat1on Expemes ................................................ 38 lll l+.4.
l+.5.
14.6.
l+.7.
14.8.
l+.9.
14.10 TABLE OF CONTENTS (continued) Spec:ilil Asse:::s1nenb ................................. ......................... .................. ......... 41 Authority to Assess Pared Owners; Time of Payment ........................................... .41
e:::s1nenb ................................. ......................... .................. ......... 41 Authority to Assess Pared Owners; Time of Payment ........................................... .41 Personal Obl1gauon for Assessmen ts ................................................................. +2 Lien for t\:::sessn1cnb ............... .......................... .................. .......................... 42 l:xcmpt Property .............. .................................................. ......................... 43 Use and Consun1pt1on Fees ............................................. ................................ 44 Ombucbman and Other Fee:,: ............................. ......................... ...................... . 44 PART FOUR: RFLATION SHIPS WITHIN AND OUTSIDE THC COMMUNITY ....................... .45 Chapl<'r 15 Easen1ents ............................. ............................... ................................ ........ 45 15. I. Easements m Common Arca ancl Perimeter Areas ................................... .............. 45 15. 2. l:asement:,: for M,untenance, Emergency, and Enforcement. .................................. ... 45 I 5.3. Easement:,: for Util1t1cs and Other Infrastructure ................................................... 46 15.4. Easements to Facilitate Developme nt of Addiuonal Property ............................. ....... 46 15. 5. Easements Between Adjacent Properties ............................................................. 47 I ~.6. Easement to Inspect and Right to Correct ........................................................... 47
spect and Right to Correct ........................................................... 47 Chapter 16 Disclosures and 'vVaivcrs .................................. ................................ ........... 49 16.1.
16.2.
16.3.
16.+.
16.5.
16.6.
16.7.
16.8.
16.9.
16.10.
16.11.
16.12. Safety and Secunty ......................................... .............................................. 49 Change:- m J\taster Plan .............. ......................................... ................. .......... 49 View ln1painnent ................................................................................... ...... 49 Conlanunatcd Soils ...................................................................... ................. 49 Railroad .......................... .............. ............................................................ 50 Casino ............................. .................................................. ....................... 50 Enter I am1ncnt Acu v1t1es ..................................... ........................... ................ SO Compliance with Govern.menta l Perm,u. and Approvals ...................................... .... 50 <;yn1phony Park ................................. ....................................... ................. .. 50 lnit1at1on of L1t1gauon by Assonauon ............... .................................................. 5 I
ity .................. ................................ ................................. SI lnit1at1on of L1t1gauon by Assonauon ............... .................................................. 5 I Chapter 17 Rights of Lenders ............................................ ....................................... ..... 52 17. I . Notices of Action .......................................................................... ............... S 2 17.2. No Pnonty ................................... ............................. ................. ............... 52 17.3. Notice to Association ........................................................................ ............ 52 Chapter 18 Expansion of the Community .......................................... ........................... 53 18. I . Ex pans ion by FoLU1clcr ........... ...................................... .............................. .... 5 3 18.2. l:xpans1on by the Association ......................... ................................... ............... 53 18.3. Addtt1onal Covenants and Ea~cmcnts ............... ............... .............. ..................... 53 18.4. Effect of Filing a Supplemcnt. ....................................... ................................. .. 53 iv TABLE OF CONTENTS (contmucd) Chapt('r 19 Additional Reserved Rights .......................... ............................... ............... 54 19.1.
19.2.
19.3.
19.+.
19.S.
19.6.
19.7.
19.8.
19.9.
19.10. Special Dcvelopmcnla l Rights .......................................................................... 54
............ ............... 54 19.1.
19.2.
19.3.
19.+.
19.S.
19.6.
19.7.
19.8.
19.9.
19.10. Special Dcvelopmcnla l Rights .......................................................................... 54 Withdrawal of Propcrty ........................................................................... ...... 55 Construction and Markctmg and S,,lcs Act1V1t11:,- ..................... .................... .......... 55 Right to Re plat. ........................................................................................... 5 5 Right to Approve Changes u, Symphony Park Standards ............................... ........... 5 S Right to Use Com in on Area ror Special Events ..................................................... 5 5 Additional Covenants and Rc:<tncllons ............................................ ................... 56 Exclusive Rights to Use Name of Development ..................................... ............... 56 R1gbt to Transfer or Assign Rights ..................... ....................... ........................ 56 Tern11nauon of Rights .............. ..................................................................... 56 PART SIX: PROCEDURE S FOR AND LIMITATIONS ON CERTAI N ACTIONS ......................... 57 Chapter 20 Change s in the Con1mon Area ...................................... .............................. 57 20.1. Conde1nnation ............................................................................................ 57 20.2. Parution .................... ................................. ...................... ......................... 57 20. 3. Transfer or Dedicati()n of Common Arca .............................. .............................. 57
... ................................. ...................... ......................... 57 20. 3. Transfer or Dedicati()n of Common Arca .............................. .............................. 57 20.4. As,-ignment and Rt·assignmcnl or Limited Common Area ........................................ 58 Chapter 21 Terminati on and Amendm ent of Charter ...................... .......................... ... 59 21. I. Term and Termmat1on .................................................................................. 59 21.2. An1cndmcnt ............................. ............... ............................... .................. .. 59 V Exhibit A B C D E F G TABLI.: Qt, EXHIBITS l111t1al Properly !nit 1al Rule~ !\llocatrng Liability for Asses:-mcnl,; and /\llocatmg Vmes Among Parceb By Law;. ol Symphony Park Master As::o nauon, lnl'.
Perimeter Areas Retail u,.c:: Allocation VI ,\dd1t1onal Property, 8, 53 Approval, 6 Articles of Incorporation, 5 Association, 2 Base As"essment::;, 39 Board, 8 Board Resolut1ons, 5 By Laws, 5 Charter, 2 City. 2 Common Arca, 11 Common Expenses, 38 Conununity, 3 Community Charter, 2 Community Service Systems, 32 Community -W1clc Standard, 7 Con,-ent, 6 County, 2 Design Standards, 5 Determine, 6 Development and Sale Period, 8 D1scrcuon, 6 Eligible Holder, 52 Eciu1valent Urnts, 13 rounckr, 2 Fow1dcr Control Penod, 8 Founder Membership, L3 Founder Right:.-, 8 Governing Documents, 5 Improvements, 15 Lease and Leasmg, 20 L1m1tcd Common Area, 11 Mamtenancc, 7 Master Plan, 2 Ma,ximum Parcels, 11 Member, 13 INDEXTO DEFINED TERMS vii Mortgage, I 0 Mortgagee, I 0 Noucc or Notify. 7 Owner Membership, 13 PAC, 50 PAC Park Declaral1on, 50 Parcel, 11 Parcel Association, 9 Parcel Developers, I 0 Parcel Ground Lease, I+
DEFINED TERMS vii Mortgage, I 0 Mortgagee, I 0 Noucc or Notify. 7 Owner Membership, 13 PAC, 50 PAC Park Declaral1on, 50 Parcel, 11 Parcel Association, 9 Parcel Developers, I 0 Parcel Ground Lease, I+ Parcel Ground Lessee, 14 Parcel Owner, 9 Park, 50 Penmeter Areas, I I Perimeter Improvements, 29 Person or Persons, 6 ProJeCt Owner, 3 Rccordauon, 6 Recorded, 6 Rccordmg, 6 Retail U"e Allocation Schedule, 22 Revicwe1·, 16 Rules, 5 Service Area Assessment, 39 Service Area Expenses, 38 Service Areas, I I Spena! Assc:-sments, 41 Spec1lk Asse~sment:-, 41 SPMA Park, 50 Sub-Unit Owners, 9 Sub-U111ts, I 0 Supplement, 5 TMA, 33 Transportation Systems, 3 3 Symphony Park, 2, 3 AMENDED AND RESTATED COMMUNITY CHARTER FOR SYMPHONY PARK PREAMBLE "Symphony Park" 1:s a mixed-use pl,u111ed commu111ty located m the City of Las Vegas Nevada, a po litical subd1n,1on of the State llfNe\ad,1 ("City"), Clark County ("County"), Nevada. Thi$ Amended and RestaH·d Commtuuty Charter tor Symphony P,u-k ("Charter") establishes a governance structun' and a llex1ble svstem of :-tandards ,m<l procedures for the over,111 ckvelopmcnl, expansion, administration, and mamtenancc of Symphony Park. Newl,md Real Est.1te Group. LLC, <l Delaware limited liability company (formc.-ly known a:; Newland Commu111t1cs, LLC), 1s the development manager of Symphony Park and along with its succe:s:;ors and assign::; 1::-rl.'fcrrcd to as tlw "Founder."
The plan for dcvdopment of Symphony Park is described in that certain master plan approved by the City, as may be supplemented and amended from time lo time (the "Master Plan"). The Master Plan contemplates a mix of mtegrated and complementary uses within a planned, urban environment, indudmg,
the City, as may be supplemented and amended from time lo time (the "Master Plan"). The Master Plan contemplates a mix of mtegrated and complementary uses within a planned, urban environment, indudmg, without hm1tation, hotel, re::;1dcnt1al, off1c-c, retail, and parking uses. This Charter is intended to establish a tween and among owners, uses, ,incl the various parcels withm Symphony Park.
shall own, operate, and/or mamtain various common areas and commtm1ly improvements within Sympho rercncecl m this Charter. All owners or parcels which arc made subject to tlm Charter shall be members of the Association.
The Master Plan encompa:N'S all oi' the property described in the site plan contained m Exhibit "A" to this Charter. All of the property ,-hown on Exh1h1t "A" ol' tl1e Ma~ter Plan 1s subject to this Charter except for Parcel A-I (Cleveland Clm1c Center t'or Brain Health) which shall not be subJeCt to this Charter and which 1~ excluded from tl1c legal descript1on ol' the m1tial property contained m Exh1b1t "A". ln addtt1on, property may be submitted to th1::: Charter Ll1at 1s not shown on the Ma$tCr Plan and as penmttecl herem.
2 DECLARATION OF COVENANT The Founder, City Parkway V, Inc., a Nevada non-profit corporation (the "Project Owner"), City Parkway IVA, Inc., a Nevada non-profit corporation, Office D1stsict Parking I, Inc., a Nevada non-profit company, and the City (collect1vely, Lhc "Initial Parties") rernrded agamst utle to Symphony Park that cer
Inc., a Nevada non-profit corporation, Office D1stsict Parking I, Inc., a Nevada non-profit company, and the City (collect1vely, Lhc "Initial Parties") rernrded agamst utle to Symphony Park that cer tam Commw11ty Charter for Symphony Park with the Recorder of De;.-ed of Clark Cow1ty, Nevada on De cember 16, 2009 as Instrument # 200912160000606 (the "Initial Chartcr''). Subsequently, Pro1ect Owner has conveyed to the Assonauon a parcel for use a:; a private park and a,-Common Area. The Imtial Partil:s and the Association (colkct1vely, the "Parlle~") mutually desire to fully restate and amend the Initial Charter by the execution and record a lion of tlus Charter. The Parties agree;.-that upon the execution and recorda t1on of tlm Charter that the lmt1al Charter shall be of' no further force and efTecl and shall be superseded m all respect:,; by tlus Charter.
The Parues, by collect1vcly executing and record mg this Chai-ter, declare that the property described in Exhibit "A" and any add1t1onal property made subject to this Charter m the future by amendment or sup plement, shall constitute "Symphony Park" or the "Community," as referred to in this Charter. This Charter shall run with the title to all such property, ,-hall govern the development and use of such property, and i,hall be bmdmg upon the Proiect Owner; the Founder; the owner,; of any portion of such property; any other person or enttty that now or hcrcdfter has any legal, eqwtable, or beneficial interest in any portion of be bmdmg upon the Asrnciatton, its successors ,md a;;:s1gns.
f be bmdmg upon the Asrnciatton, its successors ,md a;;:s1gns.
Symphony Park 1s a "planned community" as defined m the Nevada Common-Interest Owncr::hip Act, Nevada Revised Statutes Section 116.00 I, et se(,. (as such may be amended from time to lime, Lhe "Act") and 1s sub1ect to the prov1s1ons of the Act m ,1dd1tion to the provisions of' this Charter. The Assoc1at1on 1s a "master assoc1atton" as defined m the Act.
Symphony Park is a private plrumed community and not mtended for general public use or as a public forum. "11m; Charter and the other Governing Doc."mncnts do not create any rights for public use m S)m phony Park m the Parcels, Common Areas, the Park or any other areas not expressly publicly dedicated, mclu<lmg, without l11mtat10n, plazas, sidewalks, parks, landscaping areas, and promenades. All Parcels, 3 Common Areas, and other ,lre,1:, not cxpres:c:ly dl'Chcatcd f'or puhl1c use are for the exclusive use of residents and users or Symphony Park.
4PART ONE: INTROD UCTIONTOTHE COMMU NITY Chapter 1 Governing Documents SI mphony Park shall be 9uided and 9overned bJ certain 9on::rnin9 documents, 11 hich bind the communi all ,rho parricip,ue in its 9ronth unJ c1·olu1ion. foct on all owners and occupants of property that 1s subJcct 10 thb Charter, as well as on anyont> else that now or m the future has an mterest m any porucm of the property compnsmg the Commuruty. Such documents, referred to in this Charter as the "Governing D0cun1ents," m clude the documents described m Table 1.1, each as may be amended. All Parcel Owners (as de-I. I. Scope and Applicability
Such documents, referred to in this Charter as the "Governing D0cun1ents," m clude the documents described m Table 1.1, each as may be amended. All Parcel Owners (as de-I. I. Scope and Applicability ous documents that have a legal and binding efGOVERN ING DOCUMENTS Charter: this Charter for Symphony Park, ,, hich cn•ates obligations that arc bmdmg (recorded) upon the Associauon and all present and future owners of propert) m Symphony Park Supplement: a recorded Supplement to this Charter, which may submit a portion of the ments over the propcrl) described 111 the Supplement, impose adduional obligauons or restrictions on such propcrt), designate service areas a~ desc-ribed 111 Chapter 3, create excepuons to this Cha11er, or any of the foregoing Articles ortncorporation: the Articles of Incorporation of the Symphony Park i\laster Association, Inc., Ch,,rter as l::'\h1bt1 "l:") voting, elections, meetings, etc., as amended or restated from time to time.
J\ copy of the By-Laws 1:,, alt ached as [xh1b1t "I . " Design Standards: rhc Limon Park Design Standards dated November 1 I, 2006 and adopted by
"I . " Design Standards: rhc Limon Park Design Standards dated November 1 I, 2006 and adopted by adopted by l he Cn y of I .as Vegas on March 5, 1008, as such may be amended f.-om time to 11111e.
within thb Charter a~ b.h1b1t "C") us(' o! property, activ1ties, and conduct within S)mphon) Park Board Resolutions: the resolutions which the Board adopts to c>stablish rules, polic1c::., and procc(Board adopts) dures for internal governance and Association actmlles and to regulate the operation and use of pro pert)' which the t\s,ociation owns, mamtams, or controls 1 able 1. I Go"ern111g Documents Governing Document s vernmg Documenl!l .
1.2. Additional Covenants The owner of any property w1thm Symphony Park may impose additional covenants on its property with the Founder's approval as re9uired pursuant to Section 19. 7 which approval shall not be tmrea:;onably withheld. In such case, as be nants, the more restncllve provmons control. lf given such authont y 111 the mstrument settmg forth such covenants, the Asmciatlon shall haw standing and the power, but not the obligauon, to enforce any such additional covenants.
1.3. Conflicts verrung Document~ and Nevada law, Nevada law shall control. If there are conflicts bt·twcen or among any of the Governing Document,;, then the Charter, the Articles, and the By-Laws (in
verrung Document~ and Nevada law, Nevada law shall control. If there are conflicts bt·twcen or among any of the Governing Document,;, then the Charter, the Articles, and the By-Laws (in that order) shall control. If there is a conll1ct between the Govcrnmg Documents and any aclcli t1onal covenants recorded on any property w1thm the Commumty (or the rules or poltC1e:-adopted pursuant to any such additional covenants), the Governing Documents shall cont1·ol.
The Governmg Documents use 1tahc1zed summaries at the bcgmnmg of each Chapter. [n addn1on, diagrams and tables arc used to 1llu ,;trate concepts and asml the re,1der. If there is a conflict between any italicizC'd SllDl mary, diagram, or table and the text of the Governing Documents, the text shall con trol.
If any court determines that any provision of this Charter 1s mvalid, or mva!tcl as applied m a particular instance, such detemunat1on shall not a!Tect the validity of other provisions or applica tions of such prov1s1on 111 other 111stances.
6 1.4. Definition s l'he defined tem1:-u:::cd 111 the GO\ernmg Docm11enls have the meanmg described 111 the paragraph where t11ey fir~t appear 111 bold prmt.
An mdex to defmcd terms follows the Table of Contents. All ot11cr terms use-cl m the Governmg Document::- h,we their natural, commonly ac cc-ptcd definition:::.
1.5. Interpretat ion of Certain Rc-fer ences Consent or Appcovul. All references in the Govcrnmg Documents to "consent" or "ap proval" :;hall refer to pcnmss1on or approval, which unless otherwise expressly qualified in the specdk prov1s10n, m<1y be granted or withheld in the discretion of the Person whose consent or approval 1s rc9uired.
Disuetion and Determinution. All refer ences m the Governmg Docmnents to "discre
specdk prov1s10n, m<1y be granted or withheld in the discretion of the Person whose consent or approval 1s rc9uired.
Disuetion and Determinution. All refer ences m the Governmg Docmnents to "discre tion" or lo the right to "determine " any matter shall rel'cr to the sole and absolute power or right to decide or act. Unless otherwise expressly li mited m the Govern mg Documents or by law, anyone authorized in the Govcrnmg Documents to exercis<.' its d1screuon or make a determ111at1on may do so without regard to the reasonableness of, and without the neccs,;1ty of ju:::lifying, the dcc1s1on, dcterminat1on, action, or maclion.
Person. References m the Governmg Docu ments lo a "Person" or "Persons" shall mean an md1v1dual, a corporation, a partnership, a li mited hab1hty company, government entity, or any other legal entity.
Recordin9. All rdcrcnccs in t11e Governmg Documents to a "recorded " legal mstnm1ent, or to "recordation " or the "recording" of a legal mst.nunent, shall mean an instrument filed or the f1lmg of a legal instnuncnt in the olTicial land records of the County or such ot11er place designated as the official location for filmg docuGoverning Document s ment> affectmg title to real e:;.tate m the County m order to make them a matter of public record.
Community- Wide Standard. Where the Governing Document,; n''lum: compliance wit..h dard 1.0 be applied 1s the lughcr ol: (a) the "t,111ance, and appearance generally prevailmg m the Commw1ity, or (b) the nununum standards de scribed m this Charter, Design Standards, the Wide Standard may contain objective elements,
prevailmg m the Commw1ity, or (b) the nununum standards de scribed m this Charter, Design Standards, the Wide Standard may contain objective elements, such a:;. specific mamtcn,mcc n'c1uircmcnt:,;, and subJcctwe elements, such as matters subicct to the d1scret1on of the Board. The Commumty wntmg. The Founder m1tJally shall establish such standard; however, the Community-Wide St,rn dard may evolve as development progn,•sse:s and as Symphony Park matures.
,Jlaintenance. All relcn.'nces in t.his Chaner to "maintenance " shall refer to m,untenance, repair, and, except as otherwise spec1fic,1Jly con ditioned in this Chaner, replacement.
Notice. All references m this Charter to "no shall be deemed to refer to written notice by per sonal delivery, United States mail, private carri er, or, with written confirmation of transmis~1on, by facsunile or electromc mail.
Nouces shall be deemed to have been duly given ,md effective: sited with the U.S. Postal Service, cm-rectly ad dressed, with first cla:;s or higher priority postage prepaid; (b) 1f de livered personally or by pn vale ear ner, when actually delivered to thl' address or the mtended rec1p1enl, a:< evidenced by the signature of the person at such address who accepts such delivery; or 7 (c) 11' sent by facsnnile or electronic mail, !'irmation of tran"mission.
Chapter 2 Community Administration The Pro1ea Onncr, Founder, che Associatwn, and che Purce/ Ownen ull ha,·e ,1 role in che junctionin9 ef S,rn1phon1 Park and in hclpin9 co ju!JW the l'is1on and
sion.
Chapter 2 Community Administration The Pro1ea Onncr, Founder, che Associatwn, and che Purce/ Ownen ull ha,·e ,1 role in che junctionin9 ef S,rn1phon1 Park and in hclpin9 co ju!JW the l'is1on and 9oals for che Communuy . This chapter identifies chose partie:, and describes their roles in administerin9 Sym phony Park.
2.1. The Founder The Fow1der IS the development manager of Symphony Park. The Governing Documents set forth the foundmg principles that will guide the development and operation of the Community.
Vanous nghts are reserved Lo the Founder in the Govenung Documents with respect to devel opment and admmistrat1on of Symphony Park, includmg the nght Lo submit additiona l property to this Charter, to appomt a majority of the members of the Association's board of directors ("Board"), and those nghts set forth in Chapters 18 and 19 (collectively, "Founder Rights").
rhe Founder may exercise such rights during the "Dc-vclopment and Sale Period". Unless the Govcrnmg DotwnenL> provide othcrw1:;c, dw Founder's Rights shall terminate at the end of the Development and Sale Pcnod.
nod of tune <lunng which the Project Owner owns real property m Symphony Park for devel opment and sale or has an w1expired option to expand the Community pursuant to Chapter 18.
Notw1thstand111g the above, the Founder, m a recorded 111strument, may terminate any or all of the Founder Rights pnor to the termination of the Development and Sale Pcnod.
During the "Founder Control Period," the Founder 1s entitled to appoint a majority of the members of the Assoc1aL1011's board of direc tors ("Board"). Thl· Founder Control Period begins on the date of the Association's incorpora 8 t1on and termmatc:- upon the first of the follow111g lo occur:
of the Assoc1aL1011's board of direc tors ("Board"). Thl· Founder Control Period begins on the date of the Association's incorpora 8 t1on and termmatc:- upon the first of the follow111g lo occur: (a) sixty ( 60) days after the conveyance of seventy- five percent (75°0) of the maximum number of Parcels that may be created as a part of Symphony Park (a:-idenllfted 111 Section 3.1) to Persons other than the Pro1ect Owner or Parcel struction and resale; (b) five (5) years after all "declarants" (as de fined m the Act), mcluding the Project Owner, the Founder, and Parcel Developers have ceased to offer Parcels or undivided Sub-Units (as de l'mcd m Sectwn 3. I) for sale tn the orclmary course of business; (c) five (5) years after any right to add new P.trcels to this Charter was last exercised; or (cl) when the Founder declares ma recorded instrument.
er Control Period termmates, a Parcel for which a Parcel fusoc1at1on (as defmed 111 St.>ct1on 2.4) 1s created shall be dl·emed conveyed at such lime as tl1e board of directors for such Parcel Association 1s elected by the owners of 111div1dua l condomi nium unit:; withm such Parcel, as opposed Lo the Parcel Developer (as defined in Sccuon 2.5).
The Fow1der's nghts and statm under the Go verning Doctm1ents may be assigned to any per :;on who takes utle Lo any portJOn of Symphony Park or any property described on Exh1b1t 11811 allached hereto (the "Additional Property ").
Such assignment shall he made only in a recorded mstrument signed by the Founder, the ProJCCl Ow ne.r, and the ass1gi1ee. In addnion, the Founder has been appointed by the ProJect Own er and the Proiect Owner has the: power and auCommunit y Admini stration
signed by the Founder, the ProJCCl Ow ne.r, and the ass1gi1ee. In addnion, the Founder has been appointed by the ProJect Own er and the Proiect Owner has the: power and auCommunit y Admini stration Lhority lo remove the Founder and appoml a re placement F0tmder.
2.2. The Association The As:;oc1alion 1s l11e entity pnmarily n'spon s1ble for managing and admm1stcnng Symphony Park in accordann : with the Govcrrung Docu ments. The A:-soCialion may exercise all rights and powers which the Govcrmng Documents and NcYada law expressly grant to 1t, as well as any rights and powers that may reasonably be implied Lmclcr the Governmo Documents. It may also ::, take ,my action reasonably nece::-sary to effectuate any such right or privilege.
2.3. The Board On most mattcn,, the Assoc1auon acts tJu-ough the Board and the Board may exercise the Associ ation's nohts and power~ without a vote of the membership. Howe,·er, 111 some mstances the Governmg Documents or appltc.ible law limit the Board's ability to act wnhout the approval of As sociation members.
ers makino decisiom on the Assoc1at1on's behalf lo hie a lawswt or take other kgal act 1011 under any cu-cumstances), and conductmg the Associa tion's affair:-, Board mcmben; and the Associa t10n's officers are required to comply with, and :shall be Judged hy, Ll1c standards of conduct set f'orth m the By-Law:;.
The Board may mslttule, defend, settle, or m tervene on behalf of the Associauon m mcd1at1on, adm1111strat1ve proceedmgs m matlers pertaining to l11e Common Area, as dcl'mecl m Section 3.1, enforcement of the Govcmmg Documents, or
1at1on, adm1111strat1ve proceedmgs m matlers pertaining to l11e Common Area, as dcl'mecl m Section 3.1, enforcement of the Govcmmg Documents, or anv other c1v1l claim or action. He>wever, the B~ard has no legal duty lo msutute hugat10n or any other proceedmg on behalf or or in the name of the Associallon or 1t:; members.
9 2.4-. The Parcel Owners E,1ch Person that holds record lltk to a Parcel ts refer-red to 111 LlH: Governing Documents a:-a "Parcel Owner." However, a Person who holds I Ille merely a~ sccunty for the perfon11ance dered ,1 "Parcel Owne1·." If a Parcel has more than om· (I) Pared Owner, each co-Owner 1s jointly and severally obligated to perrorm the respons1b1littes or the Parcel Owner under the Govemmg Document~.
Every Parcel Owner has a res.pons1bilit y to comply with the Govemmg Document:,; and uphold the commumty standards. descnbed m tlus Charter.
One (I) or more Parcels w1thm Symphony Park may mclude Sub Unlls ( defined in Secllon 3.1) for which a separate condomm1um or other owners assoc1allon must be formed to admi.n1slcr addilloual covenants applicable lo that particular development. Any ~uch condomm1um or 0Ll1cr owners association 1s referred to m this Charter as a "Parcel Association ;" provided, in the case of a Parcel which 1,: governed by a master tammg one or more subordmate sub-assoc1attons, the ma~ter condommntm or owners assoc1at1on for the Parcel, and not the sub-association(s), shall be the Parcel Assoc1at1011 with re~pect to such P ,1rce I.
If a Parcel A:::soc1.1t1011 1s formed for any Par
ter condommntm or owners assoc1at1on for the Parcel, and not the sub-association(s), shall be the Parcel Assoc1at1011 with re~pect to such P ,1rce I.
If a Parcel A:::soc1.1t1011 1s formed for any Par cel, unless otherwise provided m the Governing Documents, the Parcel Assoc1auon shall act on bchalr of the owners ol Sub-Units (''Sub-Unit O·wners") w1l11m l11e Parcel, shall be deemed the Parcel Owner for such Parcel for all purposes under th1,: Charter, and shall be l11e member of the Assoc1at1on with respect to such Parcel. Sub Ll111t Owners shall not be Parcel Owners under tJ11s Charter and are not members or the Associa tton.
Communit y Admini stration 2.5. Parcel Developers Much of the rc:;pons1bilny and credit for help mg to create Symphony Park rests wnh the "Par or ground lease Parcels for operation, develop ment and/or re~ak m the ordinary course oJ' their bu,-mcss. Jhc Founder may extend any of tlw rights 11 has reserved under the Governmg Documenb w 1th respect to development, mar keting, and sale of property m the Community to all or any of the Parcel Developers, provided, however, that (i) the PrOJt'CL Owner must ap ers are pronded with notice of such extension at least 1.h1ny ( 30) dar pnor to the effective date of such extension.
2.6. ,"1ortgagees If a Parcel 1s made subiect to a mortgage or other lom1 of sccunty mstrumcnt affecting title to a Parcel ("Mortgage "), then the holder or beneficiary of that Mortgage (" Mortgagee ") alw has an mtcrcst m the adm1mstrauon of the Commw1ny. The Governmg Documents con tam various prov1s1ons for the protccllon of Mortga gees, mcludmg those set forth in Chapter 17.
10 Chapter 3 Community Structure and Organization
mstrauon of the Commw1ny. The Governmg Documents con tam various prov1s1ons for the protccllon of Mortga gees, mcludmg those set forth in Chapter 17.
10 Chapter 3 Community Structure and Organization Svmphony Park consis1s ef Parcels intended for op eratwn and control by mdmdual Parcel 011 ners, as n-ell as property chm che Association operates and con crols and chat is incenclecl far common usr bJ all Parcel O,rners. Parcels may be amgncd to Srrl'lce Areas w permu che Associauon co proi·ide .1pec1al serrices and benefits co parricular Parcels ,mhin che C ommunitJ, 3.l. Propert y Designation s Within th<' Community Parcels. A "Parcel" 1s a port10n or Sympho ny Park, whether improved or lmunproved, wluch may be independently owned and con veyed and 1s intended for development, use, and occupancy in a m.anner consistent with the Mas ter Plan, but excluding property dedicated to governmental bodies. With respect to any por llon of Symphony Park that is governed by a Par cel Assoc1auon, the term Parcel shall refer collec tively to all Sub-Umts and any common area or common elements subject to such Parcel Associa tion and not to mcLv1dual condomiruum or other independently conveyable umts ("Sub-Units") w1thm the Parcel. The t<.'rm Parcel shall refer to the land or air space that 1s part of the P,1rccl as well as any improvements thereon.
lip to seventeen ( 17) Parcels and up to ten thousand (10,000) Sub-Llnils (collectively, "Maximum Parcels") may be created withm Symphony Park; provided, there shall be no obli gauon to create or otherwise develop such max imum nwnber of Parcels.
The verucal bow1danes of ead1 Parcel shall be the planes formed by t11e boundaries shown on a recorded Plat or as may otherwise be descrilx·d in
or otherwise develop such max imum nwnber of Parcels.
The verucal bow1danes of ead1 Parcel shall be the planes formed by t11e boundaries shown on a recorded Plat or as may otherwise be descrilx·d in a declaration of condomin1wn or other covenants with respect to such Parcel. The Parcel::: shall have no horizontal boundaries unless otherwise 11 specified in a recorded declaration of condo1111n1urn or other covenants rclatmg lo such Parcel.
Each Parcel shall be 1dcnt1fied by a w119ue number and/or letter on the recorded Plat de p1ctmg such Parcel.
Common Area. Any property and facil1t1es that the Assocrnuon owns or in which 1t other wise holds possessory or use rights for the com mon use or benefit of more than one Parcel 1s referred to as "Common Area". The Common Area also mcludes any property that the A:-"oc1a llon holds under a lease, license, and/or case ment in favor of or held by the Association.
1 imited Common Area. Any porllon of the Common Arca ma)' be d<.'signatcd as "Limited Common Area" and assigned for the exclusive use or primary benefit of less t11an all Parcel:; or Parcel:,; m spec1f1ed portions of the Commurnty.
Lumted Common Areas might include such thing~ as entry features, parkmg facilities, and green space, among other thmgs.
Penmeter .freas. TI1e area on each Parcel shown on Exhibit "F" attached hereto which include pe rimeter 5idcwalk:;, light poles and/ or landscaping <lreas, and special Service Areas, mcludmg any uul1ues exclLJS1vely servmg such areas (t11e "Pe rimeter Areas''). The final size and design of " any Perimeter Areas may vary from the area$ set forth on Exh1bll "F" and the Founder ~hall have the right to permit and accept Perimeter Areas that vru·y from those shown on Exh1b1t "F"; 3.2. Service Areas
erimeter Areas may vary from the area$ set forth on Exh1bll "F" and the Founder ~hall have the right to permit and accept Perimeter Areas that vru·y from those shown on Exh1b1t "F"; 3.2. Service Areas Parcel, may also be part of one (1) or more 11S('rvicc Areas" in which particular Parcels benefits or services from the Assoaat1on that the A:,;soc1at10n docs not provide to all Parcel, w1t1rn, Community Structure and Organization the Community. For example, ,md w1thmn l11n1tauon, the Associallon may provide maintenance services lo s1m1larly :;1tuated Pa1-ccb wluch arc not provided to other Parcels. Any dcc1s10n to provide such services shall be on a con:,;istcnt ,md fair bas1!' among the Parcels. A Parcc..•I may be fit:-or :;crv1ce~ ll receives. A Service Arca mav Ill' c:ompnsed or Parcels Lhat arc not contiguous.
The Founder may initially designate Serv1l·c Areas (by name or other 1dent1fy111g designation) and as~1gn Parcels Lo a particular Service Area m a Supplement. During the Development and Sale Penod, the Founder may unilaterally amend a Supplement to change Service Area boundaries, subject to (a) existing service contracts between ten approval (which approval shall not be unrea sonably w1tl1hl·ld) of all Parcel Owners actually affected by the change m Service Areas.
In addition, the Board may, by resolution, de signate Service Areas and as:;1gn Parcels to Lhem upon approval of the Parcel Owners affected by the proposed dcs1gnauon pur~uanl to Secuon 12.2. Any such Service Area des1gnatccl by the
s to Lhem upon approval of the Parcel Owners affected by the proposed dcs1gnauon pur~uanl to Secuon 12.2. Any such Service Area des1gnatccl by the su.ull to Secuon 12. 2.
The Owners or Parcels w1Lh111 e<1c:h Service Arca may elect a "Service Area Commitle('" 111 accordance with the B)-Laws to represent and act on behalf of such Parcel Owners with respect to the serv1ccs and benefits that the Assoc1at1on provides to the Service Arca; provided, f'or ~o long 3$ the Founder, any Fotmder Affiliatl', or the Project Owner is the Ow11(:r of a Parcel w1t11m a Service Arca, the Founder may ,1ppomt the members of the Service Area Committee.
11 Chapter 4 Association Member ship and Voting Rights Parcel Owner pamc1paccs in ihe 9ovemance and ad minmrauon ef Symphon.,v Park. ll'h1/c man,v powers and responsibililies are 1·es1ecl in the Board in order to Jac1liwu day-to-day nwna9emem and operation, the ers alloir che Parcel Owners ro panicipau in adminis1ra11on ef rhe ( ommun,~r and influence ma;or dec1s10ns.
4.1. Membership The Association initially has two (2) classes of membership: the Owner Membership, which is comprised of all Parcel Owners, and the Founder Membership, which consists solely of the Found er.
(a) Owner ,llembership. Every Parcel O",,,er 1::-automatically a ''Member" of the As sociation.
There shall be only one (I) membership per Parcel. If more than one (I) Pen;on 1s the Parcel O," ncr, all cu-Pared Owners shall sh.,rc Lhl.' pn v1legcs of such membership. The exercise or membership pnv1lege, 1s subject to reason.able Board regulation and the restrictions on vol.mg
he Parcel O," ncr, all cu-Pared Owners shall sh.,rc Lhl.' pn v1legcs of such membership. The exercise or membership pnv1lege, 1s subject to reason.able Board regulation and the restrictions on vol.mg set forth below and m the By-Laws.
If a P.,rcel Owner 1:.-a Parcel Assoc1at1on or other corporauon, a partnership, or other legal entny, its mcmbcr:-h1p rights may be exercised by any offic:l'r, director, partner, or lrustee, or by an 111d1v1dual the Parcel Owner designates from tm1e to tune m writing to the Association's Secretary.
Not withstand.mg the above. all co-Parcel Owners of a Parcel arc JOmtly and severally obli gated to perform the respomibililies of a Member as tt relates to their respective Parcel.
I 3 (b) Founder Jlembership. The Founder holds the ,-o]c Founder Membcrs lup. The Founder Membership shall tenrnnate upon ter mination or the Founder Control Period, or on such earlier date as the Fmmder or Project Own er de term mes and declares 111 a recorded instru ment.
The Founder may, by Supplement, create ad d1t1onal classes of membership comprised of the Parcel Owners of Parcels w1thm any portion of Symphony Park. The Founder shall specify many such Supplement the rights, privileges, and obli gations of the members of any class of member tional class of membership may have any votmg rights hereunder 1r such class of members hip docs not pay assernnents hcrew1der. Notwithstanding the foregomg, the written approval (which ap proval shall not be wrreasonab ly withheld) of a Parcel Owner shall be required for the crcallon of addillonal classes of membe1·ship 1f the creation or such add1t10nal classes of membership shall alTecL in any way the rights, privileges or obliga uons of such Parcel Owner.
ired for the crcallon of addillonal classes of membe1·ship 1f the creation or such add1t10nal classes of membership shall alTecL in any way the rights, privileges or obliga uons of such Parcel Owner.
4.2. Voting Each Parcel shall be allocated the number of votes corre::-pondmg to the nun1ber of "Equiva lent Units" assigned to the Parcel in accordance with the formula set forth m Exh1b1t "D," subicct to any limitations on votmg :;et forth in this Char ter and the other Govern.mg Documents. No vote shall be exercised for any Parcel exempt Ii-om assessment under Section l+.8. Further, during the penod of the Founder Membership, the F0tmder's consent shall be required for ac tions of' the Board, the membership, and commit tees, as specifically provided m the Governing Docunwnt~.
Association Membership and Voting Rights Parcel Owners may exercl$e voling rights a:; sel forth m the By-Laws. If more than one (I) Person comprises the Parcel Owner, the vote for such Parcel :.-hall be exercised as the co-Parcel Owner:; holding a majonty or t.h.: ownerslup 111lercst 111 the Parcel determmc among themselve~.
Any co-Parcel Owner may ca~t the vote for the Parcel and maJorny agreement shalJ be conclu sively presumed unless another co-Parce l Owner of the Parcel protests promptly to the President or other per::on presiding over Ull' meetmg or the ballotmg, m the case of a vote taken outside of a meeting. In the absence of ma1onty agreement, the Parcel\ vote shall be :suspended 11" two (l) or more co-Parcel Owners seek to exercise 1t mde pendently and mconmtently. Sub Unit Owners shall not be con!'idered co-Parcel Owners under tlus Charter.
With respect to any Parcel for which a Parcel Association 1s created, in all instances the vote for
ently and mconmtently. Sub Unit Owners shall not be con!'idered co-Parcel Owners under tlus Charter.
With respect to any Parcel for which a Parcel Association 1s created, in all instances the vote for such Parcel shall be exercised by the board or dtrectors of such Parcel J\.ssociauon, as the Parcel sclvcs.
4.3 Parcel Ground Lessees a Person that 1s ground lcasmg a Parcel from a Parcel Owner pur:suant to a Parcel Ground Lease. The tenn "Parcel Grow1Cl Lease" means a written ground lease or a Parcel when:by cel to a Person for a period of no less than ten ( I 0) years. A Parcel Owner shall have the right to designate J Parcel Grotmd Les,:.ee of such Par cel Owner's Parcel as the Member for such Par cel for purposes or this Chapter +, mcludmg, without, lim1tat1on, the power to excrc1,c pur suant to Secuon +. l all votmg nghts associated with such Parcel. Such design.1t1on shall be m wTiting and shall contam such information a:; rea sonably rl'qu1red by the Board. Such dcs1gnat1on may be unilaterally revoked by the designating Parcel Owner b) written revocation of such de s1gnat1on provided lo the 80,1rd.
14 PARTTWO: COMMUNITY STANDARDS Chapter 5 Design Standard s Complianc e ,tl/ Parcel 011'ner., are re,1u1red to uphold minimum design. landscaping, and 9eneral appearance standards Standards. This chapcer e\plain, holl' those ,wndard, are established and how che,y are applied and main rained rhrou9h ti proce,s requmn9 pnor uppro1·al for menrs on Parcels.
S. I. General (a) Desian Standard Ordinance. All
y are applied and main rained rhrou9h ti proce,s requmn9 pnor uppro1·al for menrs on Parcels.
S. I. General (a) Desian Standard Ordinance. All slructures, unprovemenb, landscapmg, s1gnagc, and other items placed on any portion or a Pared in a manner or location vi:;1ble from outside of any structures (colkct1vely, "lmproven1ents") arc subJCCt to the standards and approval procc,-s set forth in the Design Standards. No mdepcn dent review or approval by the Founder, Project Owner or Assoc1at1on of the design of any Im provements which have been approved pursuant to the Design Standards 1s rec1mrecl under the Gover111ng Oonmwnt,-.
No approval 1s necessary to rebuild or restore damaged slructw·es m a manner consistent with the plans and specilkauons most recently ap proved for such structures or to do work that doc:; not cause material change to the exterior proval 1s required for work done to th<' 1111enor of any :;lruclure; however, mtenor mocltfication:,; lo a structure that materially change tJ1c exterior proval.
Any Improvement on a Parcel shall be de ,;1gned by and built m accordance with the plans and spectlkations of a licensed architect or engi neer.
15 Review under this chapter is not a substitute for and shall apply 111 add1t1on LO any approvals or reviews requu-ed by the City or any other go vernmental agency or entity having Jurisdiction over archllectural or constructton mallers.
5.2. Design Revie·w Complian ce (a) Compliance Review. No construcllon of any Imprnvement subject Lo the Design Stan dards may begin on any Parcel unul such im provements have been approved pursuant to the
sign Revie·w Complian ce (a) Compliance Review. No construcllon of any Imprnvement subject Lo the Design Stan dards may begin on any Parcel unul such im provements have been approved pursuant to the Design Standards and copies of all approvals have been provided to the Association. All Improve ment:,; subject to the Design Standards will be con::tructed and maintained 111 compliance of the Design Standard:; and the tem1s and conditions of all approvals i:mted pursuant to the Design Stan dard:;.
Copies of (a) all applicattons, correspondence, plans, designs, specifications and all other submit respondence and approvals issued pursuant to the Design Standards and (c) the final plans and speet fications for the construction of the Improve ments shall be provided concurrently to the Founder dunng the Fotmder Control Period and thereafter to tJ1e Association.
Prior to the commencemen t of the construc 11011 of any Improvements subject to the De,;ign Standards for which rmal approvals have been provided pursuant to the Design Standards, cop ies of all penrnts i$sued in connect10n with the vered to the Founder durmg the Founder Conlrol Pcnod, and thereafter the Association to deter mme compliance with such final approvals. No construcUon of Improvements may commence tmt1I such tllne that the Fotmder or the Assoc1a Architecture, Landscaping, and Aesthetic Standards t1on has confirmed in writing compliance with such final approvals. The Fotmder or Assoc1a tion, a" the case may be, shall nottfy the Parcel pliance with such final approvals. In the event the Founder or t.he Assoc1auon fails lo respond 111
tion, a" the case may be, shall nottfy the Parcel pliance with such final approvals. In the event the Founder or t.he Assoc1auon fails lo respond 111 the required tune, approval shall be deemed con clu:-1vcly lo be given.
The Fow1der or the Assoc1at1on, as the case may be, may designate one or more Persom to act on its behalf in reviewmg and determmmg Design Standards compliance. (the "Reviewer'').
The Reviewer may establish and charge reasonable fees for lls 1·ev1ew and dctermmat1011 of Design Standards compliance. Such Ices may also include reasonable costs actually mcurred m having profess1onab reV1ew any proposed Im provements plans and spec1ficat10ns. The respec l!ve Parcel Owner seeking approval :-hall pay all such fees.
5.3. Limitation of Liability This chapter establishes standards and proce dures a:,; a mechanism for mamtaming and en hancing the overall aesthetics of Symphony Park; thev do not create anv duty to anv Person. The Founder, Assoc1at1on or the Reviewer 1s not responsible for the structural integrity or soundness of approved construction or modifications, for compliance w1lh bwldmg codes and other go vernmental requirements, or for ensuring that .ill slructurc,; arc of comparable quality, value, size, or design, or arc aesthetically pleasing or other wise acceptable lo other Parcel Owners.
The Proicct Owner, Lhe Founder, Founder Affiliates, the Association, its officers, the Board, any comm1llce, Lhe Reviewer and member of any of Lhe foregoing shall not be liable for and assume no respons1b1l1ty for (a) s01l conclmons, dramage, or other general site work; (b) any defects m plans revised or approved hereunder or for the accuracy or completion of eonstruct1on in accor
assume no respons1b1l1ty for (a) s01l conclmons, dramage, or other general site work; (b) any defects m plans revised or approved hereunder or for the accuracy or completion of eonstruct1on in accor dance with such plans; (c) any loss or damage 16 ari,;mg out of the action, macllon, Jllll'gnty, l'i nanc1al cond1tion, or qualn y of work of any con tractor or its rnbcontractor::-, employee::-, or agents; ( d) any miury, damages, or loss ansmg out of the maimer or quality or other circums t,mces of approved construction on, or modifica :<uant to the Design Standards; or ( c) any loss or damage rdatmg to the economic viability of any business or enterpn~e operated on a Parcel. In all matter:;, the Assonauon shall defend and mdem mly Lhc Founder, the Board, the Reviewer, and laws.
5.4. Certificate of Compliance Any Parcel Owner may request in wntmg that the Association issue a certificate of compliance certifymg that there arc no known v10lat1ons of this Chapter 5. The Associallon shall either grant or deny such wnlten request w1thm thirty (30) days after receipt and may charge a reasonable admmistrallve fee. Issuance of such a certificate forcement actton agamst a Parcel Owner for any condillon known to t.he Associallon on Lhe dale of such certificate.
II' no v1olat ton~ of this Chapter 5 are known to the AssooatJon, then the FOLmder or the Associa uon, as the case may be, shall issue the requested ccruficate of compliance. If the requested cerUfi c:ale of compliance 1s demed, the Founder or the Association, as the case may be, shall provide the Parcel O""Tter with a !1st of known noncom
ested ccruficate of compliance. If the requested cerUfi c:ale of compliance 1s demed, the Founder or the Association, as the case may be, shall provide the Parcel O""Tter with a !1st of known noncom pliance 1:;:;ues. If the Assoc1at1on fads lo respond to a Parcel o,,,,,cr's rcquc:;t for a certificate of compliance withm t.he t1me period specified above, then the requested cerllficate of noncom pliance shall be deemed issued to Lhe requestmg Parcel Owner.
5.5 Final Approved Floor Plans.
No later than thirty ( 30) days after completion of and issuance of a cerllficate of completion for Architecture, Landscaping, and Aesthetic Standard s any Improvements, the respective Parcel Ownl'r :<hall deliver to the As:mciat1on lhe fmal approved architectural lloor plans and elevations for the Improvement:-, copies of all ccrt,l'icatcs ol' com pletion and occupancy issued in corrnecuon with tl1e lmpro\'ements, any final condomm,um subd1\ision maps and any other reasonably rcc1ucstcd material lo assM the Fow1der during tl1e Founder Control Pcnocl and thereafter tht' A,;soc1,1t1011 111 detenninmg the mm1ber of Ec1uivalent Units to be a:-s1gned to the respective Parcel pursuant to Exh1b1t "D".
5.6 Temporary Signage All s1gnage in Symphony Park shall be re quired to comply w1tl1 the Rules, mduding any s1gnagc gi.udclmc::- adopted by the Assoc1atmn and m1plemented as a Rule.
17 Chapter 6 Maintenance, Repair, and Replacement This cha peer descnbrs chc Parcel Ou ners' responsi b,liurs for m<1incrnancc and rep,1ir cif their Parcels and for 1nsurin9 chr1r Parcels a9ains1 property dama9e so ne,•Jccl.
6.1. Maintenance by Parc<'l Owners Each Parcel Owner :-hall mamtam its entire Parcel, mdudmg .:ill Peruneter Areas and Perime
so ne,•Jccl.
6.1. Maintenance by Parc<'l Owners Each Parcel Owner :-hall mamtam its entire Parcel, mdudmg .:ill Peruneter Areas and Perime ter lmpron'.ments on the Parcel, structures, land:scapmg, and other Improvements compnsma the Parcel: m a safe, clean, neat, and attracliv: manner, m good cond1tion and repair, free of trash and debris, and consistent witl1 the Govern mg Documents, lhe Design Standard::- ,md lhe tenance respons1b1ltty 1s otherwise assumed by or as:-1gncd to the Asrnc1ation pursuant to this Char ter, an) Supplement, or by law.
t\ Pared Owner ls precluded from altermg, nnprovmg, or otherwise physically mod1fymg any portion of the Perimeter Areas and Perimeter Improvements contamed cm its Parcel, mcludmo as dt'scnhcd m tl11s paragraph, except lo the ex~ tent expressly pen111lled under this Charter and/01· with approval w1der Chapter 5 and lhe Design Standards .
In add1t1on, upon the Board's detcrrn111at1on th,H the kvel and quality of mamtenancc lhen bcmg provided on a Parcel is not consistent with the Commumty- \V1de Standard, and alter notice and an opportu111ty to cure as provided 111 Scct10n 8.2, tl1e Associauon 1:s aulhonzed lo enter lhe Parcel to perform at the Association's d1scTcllon mamtcnance on a Pared and asst'ss lhc co:,;ts of prov1clmg such m.1intenancc agamsl the Pared Owner. l11e Associallon shall treat all similarly situated Parcels with rcasonabk umformity.
18 6.2. Maintenance by the Association As furlhcr described m Section I I .2, the As :;ociallon shall mamlam lhe Common Area m a manner consistent with the Governmo Docu ments and lhe Commumty-W idc Stand,ird.
The As:;ocialion shall also a:::~umc maintenance
m Section I I .2, the As :;ociallon shall mamlam lhe Common Area m a manner consistent with the Governmo Docu ments and lhe Commumty-W idc Stand,ird.
The As:;ocialion shall also a:::~umc maintenance respons1b1lity fm· all or part of any Pan-cl, upon designation of the Pared or a part or the Parcel as a portion of the Common Arca.
6.3. Maintenance and Repair of Party \Valls and Similar Structures Except as may olherw1se be p1·ov1decl by law, ,1 written agreement between Parcel Owners of adp1cent Parcels irrespective of streets, or a Sup plement shall be entered mto by such Parcel Owners providing the following: (a) Any portion of any Improvement built to serve and/ or separate any two adJommg Parcels shall be considered a party structure. The Parcel Owners whose Parcels are served by the party sponsibility for repall' and mamlenance of a party su-ucture.
(b) If a party structure 1s destroyed or dam aged by fire or other casualty, lhe Parcel Owner of any Parcel which is served by lhc structure may restore n at its expense.
(c) To the extent not inconsistent with the provisions of tlus section, the general rules of law regarding party wall:; and liability for property damage due to negligence or w1Uful acts or omiss1ons ~hall apply to any party structure.
The tenns of any written agreement between Parcel Owners of adjacent Parcels, or the terms of any Supplement applicable to such Parcels, Mainlenance, Repair, and RepJacemenl :;hall control over this section in the event or a conflict.
construction (a) Scope of Maintenance ResponsibiliLJ.
Unlc:;s otherwise specifically provided m the Go verning Documents or m other mslrumcnt:;
or a conflict.
construction (a) Scope of Maintenance ResponsibiliLJ.
Unlc:;s otherwise specifically provided m the Go verning Documents or m other mslrumcnt:; creating and a:mgning maintenance respons1b1hty, respon:,1b1hty for mamtenance shall mdude re sLruction as neces:;ary to mamtain tht' property to a level consistent with the Commurnty-W1de Standard.
(b) Obli9ation to Repair and Recon struct. The development and use:; or the vanous Parcels within Symphony Park are mterdcpen dent to a sigmficant degree. A~ such, each Parcel Owner covenant:; and agrees that, withm mnety (90) days after any damage to or destruction ol' an Improvement on a Parcel, mcludmg Perimeter Improvements, the Parcel Owner shall com mence repair or reconstruction 1n a manner con sistent with the original plans and specifications for such Improvement and, thereafter, ~hall dil1gently pursue repair or construction of the stnic turc to completion. If (1) msurancc proceeds, estimates of the loss, or both arc not available withm such nmety (90) day penod or (11) any other matter beyond the reasonable conLrol of the Parcel Owner occurs which prevent:; the commencement or repair w1Lhm ,;uch mncty (90) day period, then the nmety (90) day period :-hall be extended for a reasonable period of time in order that ,:;uch li.md:.s or mformation is ,wailablc or such matter no longer prevents commence ment of construction or repair. Upon wntlcn request or the Parcel Owner within sixty (60) days after such damage or destruction occurs, the Board may, in its discret10n, extend the period w1thm which constn.1ct1on mu~t commence and/ or permit recon:.;Lruction 111 accordance with
sixty (60) days after such damage or destruction occurs, the Board may, in its discret10n, extend the period w1thm which constn.1ct1on mu~t commence and/ or permit recon:.;Lruction 111 accordance with alternative plans and specifications approved in accordance with Chapter 5. The Parcel Owner 19 ~hall pay any costs that insurance proceeds do not cover.
( c) Enforcement Ri9hts. Subject to Sec tion 6.4(b), m the event a Parcel Owner !'ails or rcl'u:,;e:< to repair or reconstruct an Improvement on its Parcel m accordance wnh u11:; sect10n, the Assoc1at1on, after notice and ,m opportumty to cure as provided m Section 8. 2, 1:,; auu1orized to (1) enter the Parcel and demolish the damaged or de:stroyed structw·c or ou1cr Improvement; (11) remove all debris as:<ociated with such demol1t10n; and (i11) sod, pave, or otherwise landscape L11e area 111 a manner con:mtent with the Com munity-Wide Standard. The Association's costs incurred in connectmn with lls actions under thi:,; sub-section shall be assessed against the Parcel and the Parcel Owner as a Specific Assessment under Section 1 +. 4.
(d) Equivalent Units. In the event of dam age to or destruction or an Improvement on a Parcel, the Parcel shall continue to be assigned u1c number or Egu1valent llmts for assessment cel 1mmcdiatcly prior to such damage or destnic t1on.
:-tanding the obligallon to repair and reconstruct Improvements on a Parcel, the Parcel Owner shall be rcsporu1ble at all time,.; for mamta1111ng the Parcel in a manner consistent with the Com mumty-Widc Standard.
Chapter 7 Use and Conduct This chapter seis forth basic .rrandards rc9ardin9 use, occupancr, and tranefer of interests ,n Parcels. In
e Parcel in a manner consistent with the Com mumty-Widc Standard.
Chapter 7 Use and Conduct This chapter seis forth basic .rrandards rc9ardin9 use, occupancr, and tranefer of interests ,n Parcels. In addiuon, I! prondes a procedure l~r which 1he BoLJrd Park 10 address chan9es over umc.
7.1. Use, Occupancy, and Transfer of Interests in Parcels (a) Leasin9. For purposes of tlm Charter, the terms "lease" and "leasing" shall refer to the regular, exclusive occupancy of a Pare-el or any port10n of a Parcel by any Person other than the Parcel Owner, for wluch tl1e Parcel Owner receives any com1deratton or bcncfll.
All leases shall be in writing and shall disclose that the tenants and all occupant s of the leased Parcel are bound by, and ob ligated to comply with, the Governing Document s. However, the Governing Documents shall apply regardless of whether such a provision is specifically set forth in the lease.
The Parcel Owner 1s responsib le for prov1dmg tl1e tenant copies of the Govl'mmg Documents.
(b) Trunifer of Title. /Ul) Parcel Owner dcstrmg to sell or otllerw1se transfer title to its Parcel shall give the Board written nollC<: ol thl' name and address of the purchaser or trnn~lerei:, tl1e date of such tramler of utlc, and such other information as the Board may rc,1sonably requin· withm ten ( I 0) days of such transfer. In addiuon, a Parcel Assoc1auon shall provide the Board such no\.Jc.-c with respect to the tramfer of title to a Sub-Linn. The Person transterrmg title shall con \.Jnue to be JOmtly and sevcr.Jlly responsible with the Person accepting utle for all obligations of the Parcel Owner, mcludmg assessment obligauons,
Sub-Linn. The Person transterrmg title shall con \.Jnue to be JOmtly and sevcr.Jlly responsible with the Person accepting utle for all obligations of the Parcel Owner, mcludmg assessment obligauons, 20 tmUI the date upon which the Board receives such notice, notw1tbtandmg the transfer of title.
(c) Subdivision and Combinati on of Par cels. No Person other tllan tile Project Owner ,h,111 subcbv1de (except in connection with the creallon of Sub-Urnts) or change the boundary Imes ol any Parcel without the Board's prior writ ten approval. Any such action that tile Board ap proves shall be effective only upon recording of a plat or otl1er legal mstrument rel1cctmg the sub d1V1s1on or new boundaries of the affected Par cd(s). In addition, the Founder's consent 1s re quired for any such action during the Develop menL and Sale Period.
( d) Prohibited Uses. In addit10n to uses that arc restricted by zonmg or the Master Plan, tl1c following uses are prohibited within Sympho ny Park: (1) trailer courts, mobile home park!;, recreation veh1de campgro unds, and facilities for 1he s,1lcs or service of mobile homes or trailers; (i1) 1unkyards, scrap metal yards, auto mobile used parts sales fac1Iit1es, motor vehicles sales operations or dealerships (with the excep11on of high end auto sales that are ancillary to the prmc1pal use ol a Parcel and are operated com pletely w1tl,in a build.mg and do not involve any motor vehicle servicing or repair of any sort), motor velucle dismantlmg operations, auto repair ,md auto pamtmg operations, car washes (with the exception of hand car washing operations conducted w1thm off-street parkmg garages solely for residents, office users or hotel guests wiiliin Symphony Park), and sanitary lan<lfills; (iii) dLm1pmg, storage, disposal, mcme
washing operations conducted w1thm off-street parkmg garages solely for residents, office users or hotel guests wiiliin Symphony Park), and sanitary lan<lfills; (iii) dLm1pmg, storage, disposal, mcme rauon, treatment, processing, or reduction of garbage, or refuse of any nature, other than han dlmg or reducmg waste produced on the prem1s· Use and Conduct cs from authorized uses m a clean and sanitary m,mner; (iv) the following uses shall be pcrm1l ted only tf operated fully within buudings and are not v1s1ble from the street: consignment shops , pawn shop::-, thrift stores, fleas markets, salv,1ge consist:; primarily of used goods or merchandise, excess inventory, d1scontmued llems, and/ or goods ac9uired through li9uidat1on of OLher busi nesses or fire or bankruptcy sales; pr.ov1ded, (a) periodic Association sponsored or sanctioned event:; or activities on the Common Area (such as, without lm11tat1on, craft fairs, arts fesllvals, or farmer:; markets) shall be permitted, (b) wme consignment shops will be permitted withm street level retail establishments and (c) sale of Jewelry and precious gems on consignment will be permitted within street level retail establish ments 1f done 111 connection with an overall retail or whob;alc Jewelry sale operauon; (v) u-uck terminals and truck stop-type fac1ht1es, including truck parking lots (except as may be incidental to a use which is not proh1b1tcd); (vi) am establishment which ofTer:-en tertamment or service by nude or partially dressed male or female persons, except that this prov1s1on :;hall not preclude the following which arc permitted (a) tanrung, massage, or other ser vices offered by fully clothed, tramed perrnnnel
ly dressed male or female persons, except that this prov1s1on :;hall not preclude the following which arc permitted (a) tanrung, massage, or other ser vices offered by fully clothed, tramed perrnnnel as part of a hotel, a legitimate fitness, health, or tannmg facility, a day spa operation that also of fers beauty, body care, skm care, or s1m1lar ser ployees of a bar or nightclub otherwise permitted under this Charter and (c) adult themed shows, mcluding shows with full or partial nud1t y, withm casino resorts operating pursuant to a non restnctecl gammg license; (vii) "adult cnlertamment u:.,;cs," which shall mdudc, for the purposes of this Charter, any theater or other establishment which shows, 21 previews, or prommcntly displays, adverllse:;, or consp1cuorndy promotes for sale or rental: (A) movies, film::-, vtdeos, magazines, boob, or other medmm (whether now or hereafter developed) that arc rated "X" by the movie production 111duslry (or any successor ratmg established by the movie product10n mdustry) or are otherw1:;e of a pornographic or obscene nature (but not mclud mg the followmg which an: permitted (i) the sale or rental of movie:;, fums, or videos for 111-room v1ew111g w1th111 a hotel or (11) adult themed shows, mcludmg shmvs with full or partial nudi ty, w1th111 casmo re~orts operating pursuant to a non-restricted gammg license); or (B) sexually explicit games, toy:-, devices, or similar mer chandise; (vi11) tattoo parlors, body p1ercmg shops, and so-called "head shops" (i.e., shops of fering or promoting illegal drug p,1raphemalia or items intended 101-01-commonly associated with the use of illegal drugs); (ix) motor and freight tem1mals mm1warehouse:::, and warehou5e / distribution centers;
omoting illegal drug p,1raphemalia or items intended 101-01-commonly associated with the use of illegal drugs); (ix) motor and freight tem1mals mm1warehouse:::, and warehou5e / distribution centers; (x) except w1thm the area of Symphony Park designated ~ a foreign trade zone and only any facility for the dycmg and finishmg of textiles, the production of fabricated metal products, or the storagc and refining of petroleum (except as may be incidental to a use which is not proh1b1tcd); (xi) dry deaning plant:,; provided, facil1ucs for drop-off or pick-up of items dry cleaned uut:.s1de of Symphony Park are penmtted; (xn) engmc and motor repair facilities (except in connection with any permitted auto mob1le service station); (xiii) heavy machinery sales and storage facilit..ies; (xiv) Money lendmg services except (i) as part of recognized bank.mg mstitution, investUse and Conduct ment or brokerage msutut1on or (u) 11' operated fully within buildings and are not visible from the slreet; provided that the extension of credit by hotels or other pennilted opcrallom to their cus tomers is not prohib1ted herew1der; and (xv) any oth..:r use whlC'h would cause or threaten the cancellauon of .my msw-,mce main surably mcreMe insurance rate:; for any insurance m.:11ntamed by the Associatmn or Parcel Owners ,1bove the rates that would apply in the absence of such me, except such uses as arc specifically au thorized under the Master Plan.
The Governing Documents do not prohibit the planned uses of (1) the World Jewelry Center or (il) Palmer City-Core Symphony Park Hotel, LLC, and 5uch planned uses are in conformance with this Section 7. 1. In no event :<hall the
not prohibit the planned uses of (1) the World Jewelry Center or (il) Palmer City-Core Symphony Park Hotel, LLC, and 5uch planned uses are in conformance with this Section 7. 1. In no event :<hall the 1-'ounde,- have the authonty to prnh1b1t. the planned uses of the World Jewelry Center or Palmer City-Core Symphony Park Hotel, LLC,; provided that such uses shall comply with and be subject to the Governing Documents, mcluding the proh1b1t1on of the uses set forth m Section 7. !(cl).
(e) Retail Uses Allocation. IL is the mtent phony Park be allocated among the vanou:; Par cels m order to attempt to achieve a mix of retail uses among the vanou::; Parcels and lo attempt to ,1llocate appropnate retail uses to the intended use of the Parcels.
Attached hcreto as Exlubn "G" 1:; a plan for the allocation of retail uses withi11 the various Parceb (the "Retail Uses Alloc-ation Sc-hedule"). As shown 111 the Retail U:;ei\ Allocation Schedule, certain retail u~es are prolubitecl w1thm certam specified Parcels. As md1cated on the Retail Uses AUocauon Schedule, such specified prolubited use:; are prohibited w1thm the specil'1c Parcels as specified on the Retail Uses Allocation Schedule.
22 The Founder durmg tht· Devdopment and Sale Period and the A:-soc1ation thereafter shall have the .:iuthonty to grant variances from the Retail Lise:-Allocatton Schedule at then· sole and unfettered d1scrct1on; prov1dl·cl, however, that the Founder or the Association slrnll under no circumstances be obligated to grant ,rny variance.
mg; (b) be contr,1ry to th1:,; Chaner or the Design Standards; or (c) prevent a denial of any other
mg; (b) be contr,1ry to th1:,; Chaner or the Design Standards; or (c) prevent a denial of any other tion Schedule (mcludmg rec1uests for variances for m;es for which a variance was previously granted). A variance rec1mres the Founder's con sent durmg the FOLmcler Control Penod and the sent.
7.2. Rulemaking Authority and Proce dures l11e Govenung Documents establish a frame work of covenants and cond1t1ons that govern Symphony Park. The m1t1al Rules attached as Exh1b1l "C" are a part of tl1at framework. l11e Board and the Parcel Owners are authorized to change the Rules m accordance wnh the follow ing procedures, subJCCt to the l11111tat1ons set forth 111 ~cction 7. 3 (a) Board Authority . Subicct to the notice requirements in subsecuon ( c) and the Board's duty to exercise 1udgmcnt and reasonableness on behalf of the Association and its memben, t.he Board may adopt new Rules and modify or res cmd existmg Rules by 111a1onty volt: of the cl1rt:c lors at any Board rneetmg..
(b) Membership Authority. Subiect to the notice requirements m subsetllon (c), the Parcel Owners representmg a maJonty of the votes 111 the l\ssoc1auon may also adopt new Rules and modify or rescind exisung Rules at any meeting of the Association duly called for such purpose, regardless of the mam1cr m which the origmal Rule was adoptc.'d.
Use and Conduct notice LO all Parcel Owncn concerning any pro post.:d Rult.: change, ,1lo11g w1Lh a copy of such proposed rule change, al least five ( 5) busmess days pno1-to the meeung of the Board or the Par cel Ownt.:r:s al which such action 1:s lo be cons1-
post.:d Rult.: change, ,1lo11g w1Lh a copy of such proposed rule change, al least five ( 5) busmess days pno1-to the meeung of the Board or the Par cel Ownt.:r:s al which such action 1:s lo be cons1clered. At any such meeting, P,1rccl Owncn; shall have a reasonable opporlunit )' to be heard before the proposed .1ct1on 1, ptn to ,I vole.
This notice rec1uu-cmenL does not apply Lo acLni1mtrat1ve and operatmg policies that the Board may adopt relating to the Common Area-;, and regulauon of traffic and park.mg, notw1th :-tandmg that such poline:s may be pubbhcd as part of the Rules.
(cl) Effectil'e Dute_ A Rub change adopted w1cler tlus section shall take effect thirty (30) days after the date on wh1d1 written noucc of' the Rules change 1s given to the Parcel Owners_ Durmg the Development and Sale Pcnocl, the adoption or change ol any Rule shall be suhiect to the Founder's approval.
(e) Conflicts. No ac.:uon taken under this secuon shaJI have the effect of modifytng or re pealmg any prov1smn of this Charte1- other t.han the Rules. In the cvcnt of ,1 ronll1ct betwcPn the Rules ancl any prov1s1on of thi:a Charter (exdus1v(· of the Rules), the Charter shall control.
7.3-Protection of Parcel Owners and Others Except a:; may be set forth m th1:; Charter (ei ther 1111t1ally or by amendment) or m the m1t1al Rules set forth 111 Exh1b1t II C," all Rules shall comply with the following provi,-ions: (a) Similar Treatment. Similarly situated Parcels shall be treated sumlarly; however, the Rules may vary by location, USl't or other distinct characternt1cs of areas within Symphony Park.
(b) Actfrities Within Parcels. No Ruic shall mtl'rferc with ,my penrnttcd use of' a Parcel, except that the Asrnc1at1on may proh1bn ,H.-t1v1Ue:< 23 ,duch are inconsistent with the Master Plan, that
k.
(b) Actfrities Within Parcels. No Ruic shall mtl'rferc with ,my penrnttcd use of' a Parcel, except that the Asrnc1at1on may proh1bn ,H.-t1v1Ue:< 23 ,duch are inconsistent with the Master Plan, that create monetary costs for the Association or oth er Parcel Owners, that create a danger to any one's heahh or safety, that create Lms1ghtly cond1llons v1s1ble from outside of a structtire, or 1.hat diuon, Secllon 7. I prohibits or rcslncts certain uses within a Parcel.
(c) Allocation of Burdens and Benefits_ No Ruic .:aha.II alter the allocation or financial bur dem among the various Parcels or nghts to use the Common Area to the detrunent of any Parcel Owner over that Parcel Owner's ob1ect1on ex pressed in writmg to the Association. Nothing in this provision shall prevent the As;,oc1at1on from changing the Common Area available (provided that such change does not adversely affect a Par cel Owner over that Parcel Owner's objection g-.ven in wntmg), from adopting generally appli cable nilcs for use of Common Area(provided that such change does not adversely affect a Par cel Owner over that Parcel 0\'IIUer's objection given in writing), or from denying use privileges lo those who are delmquent in paying assess ments, abuse the Common Area, or violate the Governmg Documents. This provision docs not affect the right to mcreage the amow1l of assess (cl) Leasin9 and Transfer of Parcels. No Ruic shall prohibit leasmg or transfer of any Par cel or require approval pnor to leasmg or trans ferring a Parcel.
(c) United States Fla9. No Ruic shall pro hibit or restrict any Person from display of the flag of the United States in a manner required to be permitted under the Act.
mg or trans ferring a Parcel.
(c) United States Fla9. No Ruic shall pro hibit or restrict any Person from display of the flag of the United States in a manner required to be permitted under the Act.
(f) Abrid9in9 Existiny Ri9hts. No Rule shall tmreasonably mlerlere with the permitted use or operation of a Parcel in full compliance with this Charter and the Rules in effect m1me d1atel y pnor to the enactment of such Rule. In addition, no Rule shall require that a Parcel Owner dispose of personal property kept moron Use-and Conduct a Parcel in compliance with llw Rule:-in effect at the time such personal property was brought onto the Parcel.
(g) Reasonable Ri9ht.,; to Develop. No Rule may wu-easonabl) interfere with the Fotmd er's or any Parcel Owner':- ab1l1ty to develop, market, and sell property cle$cribcd in the Master Plan.
(h) Interference with Easements. No Rule may tmreasonably mterfon· w1th the exercise of any ea~ement.
(i) Non-public Nature of Common Areas and Perimeter ArE-as. All Common Areas and the Perimeter Areas (includmg the si dewalks located m the Perm1eter Areas) arc (1) privately owned and (ii) intended for the sole use of the Parcel O,Nners, the Association and their tenants, guests and mv1tees. The Common Areas and the Peruneter Areas are not open to public use and are not public forums. The Association, and the Parcel Owners have ilie nght to exclude and remove any persons not pem11tted to be on the Common Areas and the Perimeter Areas (provided iliat Parcel Owners shall have such nght only m connection with their respective Parcels).
7.4. Parcel Owners' Acknowledgm ent and Notice to Purchaser s By accepting a deed or by assummg the role or a Parcel Association, as applicable, each Parcel Owner acknowledges and agrees that the use,
7.4. Parcel Owners' Acknowledgm ent and Notice to Purchaser s By accepting a deed or by assummg the role or a Parcel Association, as applicable, each Parcel Owner acknowledges and agrees that the use, mited and affected by the Rules, which may change from tune to time, subject to the limita nons and protecuons provided m tlus chapter.
All Parcel purchasers are hereby notif'ied that the Association may have adopted changes to the Rules and that such changes may not be set forth in a recorded docw11enl.
A copy of the current Rule:; and all admm1s trat1ve policies are available from the Association upon rec1uest. The Association may charge a rca rnnahle fee to cover its reproducltOn co::-1.
7.5. Construction Activiti<:' s on Parcels The clevclopmenl and constn1ct1on of Im provements withm any Parcel $hall not unreason ably mterfere with the use, operation, or enJoy menl of other port10ns of Symphony Park. In adch11on, construcuon stagmg areas on the Par cels shall be adequately screened at all tm1es.
The Fow1der or the Board may 1mpo:,;e more spe cific regulattons governmg development and co11struct1on act1v1t1es, mdudmg, without limitation, ll1e screening of conslruct 1on stagmg areas and site management plans; provided, however iliat any :;uch specific regulations shall not unreasona bly mtcrfere with any Parcel Owner's ability to constntct improvements on its respective Parcel.
Chapter 8 Compliance and Enforcement The corcnancs, srandards, ,mJ rule.~ sci forrh in chc Go1wnin9 Documents are for rhe b,mefic cif c1/J P,1rcd medies arn1/able co the Aisocumonfor noncompl1C1nce.
8.1. Compliance
b,mefic cif c1/J P,1rcd medies arn1/able co the Aisocumonfor noncompl1C1nce.
8.1. Compliance Pared Owners mu:--t comply with the Govern mg Documents and shall be subJcct to sam:t1ons fo; v10lations as described in this chapter. In ad dition, each Parcel Owner shall be JOtntly and severally responsible with the tenants of its P,ll"cel for, and may be sanct,oned for, any v1olat1011 or the Govcrnmo Documents by such Persons, and for any clamaic lo the Common Area that such Persons may cause.
8.2. RcmE>dies for Non-Compliance The Assoc1allon, the Founder, and every aJ'.
fccted Parcel Owner shall have the right lo l'ik sun at law or m equity to enforce the Govcrmng Documents. 1n add1lton, the Board may impose ments, mcluding those sanctions listed helow and any others described elsewhere 111 the Governmg Documents. Such nghts shall be enforced on a consistent basis.
(a) Sanctions Requirin9 Prior Notice and Hearin9. Except m Lhe event of an emergency m which event no nollcc b required, ,lfter writ ten notice to the violator and the Parcel Owner, 1f different, and an opportumty for a hcarmg m accordance with the By-Liws, the Board may: (i) impo:,c rea:,;onablc monet,u·y Cmes, <:ons1s1enl with those permllted lmder the Act, which shall corutitute J Ii.en upon the violator'::.
Parcel.
25 Ju the event that any lcnant, occupant, guest, or mv11ee of a Parcel violates the Governing DocunH'nts and a rme 1s imposed, the fme may, but need not, first be as:,c:,sed agamst the viola tor. The Parcel Owner shall remam 1omtly and
ocunH'nts and a rme 1s imposed, the fme may, but need not, first be as:,c:,sed agamst the viola tor. The Parcel Owner shall remam 1omtly and rme; p;ov,ded that 1f the Parcel Owner IS dili gently and m good l'a1th takmg judicial action Lo evict such tenant, occupant, guest, m· invitee who 1:, v1olatmo the Governmg Documents, then the Parcel o\:ncr shall not be required to pay the fine dunng the time a judicial action is pending for ev1ct1on, provided forther that if such 1ud1cial action 1s not succes~ful m evicting or otherwise ceasmg such VJolalion, then the Parcel Owner shall be reqmred to pay the fme; (11) suspend a Parcel Owner's nght lo vote (except th,1t no hearmg is required if the Parcel Owner 1, more than nmety (90) days de lmqucnt m paymg any assessment or other charge owed lo the Assoc1allon); (iu) suspend services the Association provide~ to a Parcel ( except that no hearing 1s required ii the P;u-ccl Owner ts more than runety (90) days ddu1ciuent m paying any as~essment or other charge owed to the A~sociatJon); (iv) require a Parcel Owner, at the Par cel Owner'!, expen~e. to perform maintenance or to remove any structure or other Improvement on such Parcel Ownc-r's Parcel m v1olat.1on of the Governmg Document~ and to restore the Parcel to its previous cond1uon. The Board's agent or representative may enter the property and exer cise self-help to remove or cure a violatmg condi tion 1f a Parcel Owner fails to take action as rc c1uircd; (v) cxc1T1se self-help or take acuon to abate any v10lation of the Governu1g Docwnents occw-ring on a Parcel m a non-emergency situa11011 (mdudmg removrng personal property that Violates the Governing Documents); (vi) levy Specific Assessments lo cover
ation of the Governu1g Docwnents occw-ring on a Parcel m a non-emergency situa11011 (mdudmg removrng personal property that Violates the Governing Documents); (vi) levy Specific Assessments lo cover costs mcwTed by the Assoc1at1on lo brmg a Parcel mto compliance wtth tlw Governing Documents; and (v11) record a notice of v10lation with rc spc1.:t to any Parcel on which a v1olat1on exists.
(b) Other Sanctions. f'he Board may take the lollowmg acuons to obtam compliance with the Governmg Documents without p1·ior notice or a hearing: (1) exercise sdf-help or take action to abate a v1olat1on on a Parcel in any situation which requires prompt action to avoid potential m1ury or damage or w1reasonable mconveruence to other persons or their property; (11) exercise sdl'-help or take action to ab,lte a v1olat1on on the Common Area rn1der any nrctm1stances (spcnfically mcludmg , but not li mited to, the towing of vehicles that are m viola uon of parking rule:,; and regulallons); or (iii) brmg Still at law for monetary uon, 01· both.
(c) Founder's Ri9ht to Impose Sanctions.
In the event that the Assonallon fails or rcli.1ses to tah· action or m11)0se :tanctions w1der this Article after nollce from the Founder of a violauon of the Governmg Documents, the Founder, only durmg Lhe Development and Sale Penod, or the PrOJCCl Owne1-shall have the right to levy monetary fines on behalf of the Association after nollce and hear mg m the same manner as the Association rn1der Secuon 8.2(a). In adcLlion, the Forn1der may 26 exercise self-help or take action to abate a vwla uon or bnng SUit ,ll law or in equity m the same manner as the Assoc1at1on w1der Section 8.2(b).
8.3. Board Decision to Pursue Enforce ment Action
6 exercise self-help or take action to abate a vwla uon or bnng SUit ,ll law or in equity m the same manner as the Assoc1at1on w1der Section 8.2(b).
8.3. Board Decision to Pursue Enforce ment Action The dec1s1on to pursue enforcement actmn m any particular case shall be left to the Board's cLs cretion, except that the Board shall not be arbi trary or capnc1ous m takmg enforcement action.
For example, the Board may dctermme that, ma particular case: (a) the A:>rnc1ation's position 1:,; not strong enough to justify takmg any or further action; (b) the covenant, restnctJon or nile bemg enforced is, or is hkcly to be construed as, mcon sistent with applicable law; (c) a techmcal v1olanon is not of such a ma terial nature as to be objectionable to a reasona ble person or to justify expending Lhe Associa tion's resources; or (d) that it is not in the Association's best m tcrests, based upon hardship , expense, or other reasonable criteria, lo pursue enforcement ac uon.
A decision not lo enforce a particular provi sion shall not prevent the Association from en vent the enforcement of any other provision.
8.4-. Attorneys Fees and Costs In any action to enforce the Governmg Doc wnents, the prevailmg party shall be entitled lo recover all costs, including, without limitation, attorneys foes and court costs, reasonably m CUJTed m such action.
PARTTHR EE: ASSOCIATION OPERATIONS Chapter 9 Promotion of Symphony Park This chupter prondes for rhe A,sociation' s ri9h1 co p11mc,p11tt· in promoun9 Symphon,1 Purk.
9.1. Authoritv Tht> Association may establish and 1mplcml'nl programs and .,cuv1tie~ designed to promote Symphony Park, mc:ludmg act1v1t1es designed to proJecl a positive image, and increase awareness
9.1. Authoritv Tht> Association may establish and 1mplcml'nl programs and .,cuv1tie~ designed to promote Symphony Park, mc:ludmg act1v1t1es designed to proJecl a positive image, and increase awareness and support of Symphony Park. The Associa tton's promot1onal act1v1t1es may mclucle, but are not limited to, market research, public relations, and advertising services. It may engage m jomt enterprises wnh other Persons or groups to ac vide vanou:-services which the Board deems ap propriate, such as programs designed to create employment opportumllcs w1thm Symphony Park.
Each of the Association's annual operating budgets shall contain a maxunum amount (as cle tlon) which can be expended annually on such promotional act1viucs. The promotional pro grams and act1vil!es will be for the promotion of Symphony Park, pronded, however, that the Association may promote smglc events or com ponents within Symphony Park, so long as the Board deems the promotion of smgle events or components to be reasonably related to Lhe pro motion of Symphony Park as a whole.
The Assoc1at1on\, act1v1t1e, may be on-site, off-site, w1thm, and out,;1dc of th1.: Stalt' of Neva da and may be conducted m cooperation witl1 Per:mn::: who are not affiliated with Symphony Park.
motion of <:;ymphon)' Park under this chapter 27 shall he a Common Expensl' assessed agam:<t all Parcel:; as a part of the Base As:;essment under Chapter 14.
9.2. Advisory Committee The Board may appomt an adnsory commit tee to assist the Association m developing and m1plementing promotional acllv1t1cs and pro grams for Symphony Park. If appointed, an advi
. Advisory Committee The Board may appomt an adnsory commit tee to assist the Association m developing and m1plementing promotional acllv1t1cs and pro grams for Symphony Park. If appointed, an advi sory committee sh,111 consist of not less than three or more than seven persons, who may, but need not, be Parcel Owners or representatives of Par cel Owners. Such committee may include mar kctmg, adverusmg, or :mn1lar professionals, whose compensation, if any, shall be established by tl1e Board. Parcel Owners and representatives of Parcel Owners shall not be compensated for serving on any such committee. An advisory committee shall conduct itself 111 accordance with the Board's resolution cstablishmg the commit tee. Durmg the Development and Sale Period, such advisory committee.
Chapter 10 RESERVED 28 Chapter 11 Property Management This chapter establishes che Association's obli9ation to accept ownership or other responsibilic,v for propert) rhar the Founder desi9nates as Common Arca and to maincain, operate, and insure II for the benefit cf S f'/Jl phonr Purk.
11.l. Acc-eptancc and Control of Assoda tion Property (a) Transfers and Conveyances by the Founder. The PrOJCCt Owner, the Founder, Founder AITiliates, or their re:c:pectivc designees may transfer or convey to the Associauon inter ests 111 real or personal property wnhin or for the bcnefn of the Commumty, and the Association may accept such transfers and conveyances. Such property may be improved or ummproved and may con:mt of fee simple utle, easemenLS, leases, licenses, or other real or personal property mter ests.
Upon the Founder's wntten reguest, the As soc1at1on shall reconvey to the ProJect Owner or
d may con:mt of fee simple utle, easemenLS, leases, licenses, or other real or personal property mter ests.
Upon the Founder's wntten reguest, the As soc1at1on shall reconvey to the ProJect Owner or other tlurd parties designated by the Founder any real property ongmally conveyed lo the Associa tion fo1-no payment, to the extent conveyed in error or needed to make mmor adJusunent:; 111 pi-operty Imes or accommodate changes m the development plan.
(b) ,Jlana9ement and Control. The Asso c1atio11 i::; re:spomible for management, operation, and control of the Common Arca. The Associa tion may enter mto lca~es, licenses, or operatmg agreements with respect to portions of the Common Arca, for payment or no payment, as the Board deems appropriate. The Association may permit use of Common Area fac1ht1es by persons other than Parcel Owners and occupants of Parcels and may charge use fees in such amount as the Board may establish for such use.
29 11.2. Maintenance of Area of Common Area The Assoc1at1011 shall mamtam the:> Common Arca m accordance w1tl1 the Community · Wide Standard, provided, however, that the Perimeter Areas and Penmeter Improvements ~hall be mamtamed by the Parcel Owner:,; as set forth in Chapter 6. The Common Arca include:; without lm11tat1on: (a) the Common Area, induding the SPMA Park; (b) common uuhues, common telecommu mcauon fanhues and other common use uulities or similar facilities, if any; and (e) such portions of any Additional Property as may be cl1ctatccl by the Founder durmg the De velopment and Sale Period, this Charter, any Supplement, or any covenant or agreement for maintenance entered mto by, or otherwise hmd ing on the Association.
The Association shall not be liable for any damage or mjury occurring on, or ansmg out of
lement, or any covenant or agreement for maintenance entered mto by, or otherwise hmd ing on the Association.
The Association shall not be liable for any damage or mjury occurring on, or ansmg out of the condiuon of, property n docs not own except to the extent that it has been grossly negligent 111 pcrl'ormmg ils mamtenance rcsponsib iliucs or otl1er obligations heretmcler.
Notwithstanding anythmg to tl1e contrary con tained m the Governmg Document,-, each Parcel Owner will be conslructmg and mstalling all 1m-... ...
provernents mto the Perimeter Areas as required by tl1e Design Standards (tl1e "Perimeter Im provements") , mcludmg s1dewalks, street hcrhting suming the role of a Parcel Association, each Par cel Owner (a) hereby agrees and warrants for itself and it:-succesrnrs and ass1011s that all Pen-~ meter Improvements ::-hall be designed and conProperty M<lnagement stnicted m good and workmanlike manner 111 full cornpliance with all governmental r<"qrnn.'ments and the Design Standards and (h) hereby agrel'S for itself and Its successors ,md assigns to repair at 1ts sole cost and expen$e any defects m the design and COI)!;Lrucllon of the Pennwter Improvements.
All Perimeter Improvements mu~t lw compktcd prior Lo any occupancy of" any improvement:; on,, Parcel 11.3. Opention of Common Arc.l .lnd Pc rimeter Areas In lls discretion, the Board may (a) temporari ly dose streets, sidewalks, or other portions of the Common Area or the Perimeter Areas to ac commodate street fairs, fcstivah, or other events withm Symphony Park (subject to :-ud1 notice or approval requirements that the City may require; (b) establish reasonable operating hmm; for the Common Aretb, which may vary by season; or
other events withm Symphony Park (subject to :-ud1 notice or approval requirements that the City may require; (b) establish reasonable operating hmm; for the Common Aretb, which may vary by season; or (c) temporarily dose or mterrupt operation of the Common Areas or Perimeter Areas as 1t may determine appropriate to perform maintenance or repairs. The Board shall not unreasonably 111terfcre with the operations on a Parcel and shall ende,wor to provide advance nouce to any al' f ccted Parcel Owner m connection with the ex the above, the Association may not mstall or permit the mstallat1on of speed bwnps on any street within Symphony Park without the prior approval of the Cny.
11.4. Restoring O<lmagcd Improv ements within the Common Are.l In the event or damage to or destruction of porllons of the Common Area, the Board or it:; duly authorized agent shall file and adiust all 111sttrance clam1s and obtain reliable and detailed estimate::; of the cot-l of repa1rmg or restoring the property to substai1tially !ls condition prior to the damage, allowmg for changes or improvements necessitated by changes m ,,pplicab le brnlding codes.
30 !"he A::-soc1auon shall retam for the benefit of ,,II Parcel Owners, or the Pared Owners within an affected Serv1Cl' Arca, as the Board deems ap propnatc, ,my m:-urance proceeds remaming after p,1ymg the costs of repair or rcconstruct 1on.
If m~urancl' proceeds arc insullk1ent to cover the cosb of repall" or rt'con~truction, the Board may, without a vote of the Parcel Owners, kvy l 1.5. Relationships with Other Propertie s rangements or may be bound by a recorded co
arcel Owners, kvy l 1.5. Relationships with Other Propertie s rangements or may be bound by a recorded co venant to pn1v1dc for ,-hanng of costs between Symphony Park and the owner{s) of adjacent properties for the (a) mamtcnance and operation of mutually beneficial properties or fac1httes, or (b) prov1s1on of mutually beneficia l services.
Durmg the Founder Control Period, the Associa tion shall enter into such agreements or covenant upon the Founder's request.
Chapter 12 Provision of Services In add1uon 10 lls propcrtr mana9emem role, the As socwt ion is a 1,'h1clc far proi-idin9 a mrie1y ef serl'ices for the benefic ef Srmphon,1 Park al lar9e and indil'!du co d1Jerem areas ef rhc Communlt_f' .
12.1. Pro, ision of Services The A:-so,1at1011 may arrange for or provide services to Parcel Owners and their Parcels, di rectly or through "a1·ms-leng1h" contracts with the Founder or other third parties. The Associa tion may enter into bulk service agreements by wlnch a parucular :;erv1ce 1s provided Lo all Par of particular Parcds, or bo1.h. By way of' example and not l11111tat1on, ,;uch services might mclude such thmgs as ut1ltt1es, [ire proteclton, security, trash collection, landscape mamtenance, pest control, telecommurncat1ons, cable telev1s10n and Commurnty Service System:; (as described 111 Sec lion 12. 3).
quire 111d1v1clual Parcel Owners or occupants to execute separate agreements directly with the
ommurnty Service System:; (as described 111 Sec lion 12. 3).
quire 111d1v1clual Parcel Owners or occupants to execute separate agreements directly with the der to gam access to or obtam spcctlkd services.
Such contracb and agreements may contain tcm1s and conditions that, if vJOlated by the Parcel Owner or the occupants of a Pan:cl, may result m termmauon of sc.·rv1ces provided lo such Parcel.
Any such lermmallon :shall not relieve the Parcel Owner of' the contmumg obligatton to pay as sessments !or any portion of the charges for such service that arc as,essc.·d against the Parcel as a Common Expense or Service Arca Expense pur suant lo Chapter 14.
ln its d1scret1on, the Board may discontmue offering p,lrt1cular services and may modify or 31 cancel ex1stmg contracts f'or services, subject lo the contract terms and any prov1s1on that may exist elsewhere 111 the Governing Documents re gu1nng the As~oc1ation to provide such services.
Any Association contract for services shall be of reasonably limited duration.
Notwithstanding anything to the contra1-y con tamed m this Section 12 .1, any Parcel Owner shall have lhe nght at the Parcel Owners sole dis cretion to elect not to receive any such services munity Sc1·vice Systems a:s set forth m Section 12. 3 below and Community Security as provided in Secl:lon 12. 4 below. ln the event of any such election by a Parcel Owner, such Parcel Owner shall have no obligation to pay for such services or to enter into any contracts for such services.
12.2. Provision of Services to Service Areas (a) Service Areas Desi9nated by Founder.
The Association shall provide services to any Ser
such services or to enter into any contracts for such services.
12.2. Provision of Services to Service Areas (a) Service Areas Desi9nated by Founder.
The Association shall provide services to any Ser vice Area designated by the Founder pursuant to Section 3.2 as reqmred by the terms of any Sup plement applicable LO the Service Area.
(b) Service Areas Desi9nated by Board.
In addiuon to Service Area:; which the Fotmder may designate pursuant to Sect1on 3.2, any group of Parcel Owners may pct1t1011 the Board to de :;1gnate their Parcels as a Service Arca for the purpose of receivmg from the Assoc1at1on (i) spe cial benefits or services which arc not provided to all Parcels, or (11) a higher level of service than the Assoc1at1on otherwise provides. Any such petition shall be signed by Parcel Owners representmg a majonty of the votes allocated to the Parcels within the propo~cd Service Area based upon the assignment or ECJu1valent lhut: undcr Exhibit "D".
Provision of Services Upon receipt of such pet1t1on, the Board shall invest igatc the terms upon which the reguesle<l benenls or services might be provided and submit a proposal to the Parcel Owners m the proposed Service Area staung Sl1ch terms and the miual fees for prov1dmg tJ1e requested service, which nuy mclude a reasonable administrative ch,1rge. If Parcel Owners representmg al least seventy-five percent (75°0) of the total votes allocated to 1he Parcels w1thm ilie propo:;ed Service Area, based upon tJ1c assignment of Ec1u1v.ilent Umts, approve the proposal m wntmg, the Board shall record a Area and include the fee~ for such service as a lme item m tJ1e Service Area budget pursuant to Scc uon 14.2(c).
Notwiilistanding the above, during tJ1e Devel
Area and include the fee~ for such service as a lme item m tJ1e Service Area budget pursuant to Scc uon 14.2(c).
Notwiilistanding the above, during tJ1e Devel opment and Sale Period, the designation of any Service Area shall require the Founder':,:; consent.
12.3. Community Service Systems Opportunities for Community Interaction.
The Association may make use of computers, the Internet, and expandmg tedmology for the pur pose of fac1litatmg community mleraction witJun Symphony Park and to encourage participation m Associal1on ,1ctivit1e~ ("Comm unity Service Systems"). For example, lhe As:mciation may sponsor a commtm1ty cable telev1s1on channel, create and mamlam a commumty mtranet or In ternet home page, create and mamtain a commu rnty wireless system, mamtam an "onlme" new slcuer or bulleun board, and offer other technol ogy-rcl<1lecl scrv1ce:s and opportunities f'or Parcel Owners and busmc:-s operators to mleract and part1c1pate m Associat1on-sponsored acuv1ties.
Such right shall include, without l11nit,ltion, the Association's right lo select and contract w1tJ1 comp,m1es licensed lo provide Comrnunny Ser vices Systems in the region. The costs of creating and rnamlaming any such Community Service Systems shall be Common E:xpenscs lo be allo ses!'ment 111 accordance with Chapter I+. No fees shall be dtrectJy charged lo Parcel Owners.
antee or represental1on that any parllcular Com mwllly Service Systems will be made available.
otherwise specifically proh1b1ted m the Govern mg Documents, the Assc,ciatmn may send nollces by clcctro111c means, hold Board or Association
ailable.
otherwise specifically proh1b1ted m the Govern mg Documents, the Assc,ciatmn may send nollces by clcctro111c means, hold Board or Association meetmg~ and permit attendance and vo1mg by electromc mcam, and send and collect assess· ment and other mvoicc:; by electronic means.
12.4. Community Security The Association shall have the nght at its elec tion to provide or provide f'or services designed to mainlam or enhance a safe and secure envi ronment w1thm Symphony Park. The Associa uon's responsibtlity in tJlis regard shall be as, and !muted, to all of the Common Areas and the Pe rimeter Areas witJiin tJie enl.lrc Commumty and may include, without limitation, perimeter secu rity services and secunty for other generally ac cessible areas w1thm the conunw11ty. The Asso ciation shall not be responsible for providing se cw-il y services to any individual Parcel or busi ness operations wit.Jun Symphony Park. As more fully sel fortJ1 in Secllon 16.2, each Parcel Owner acknowledge~ and agrees that the provision of st·cunty services by the Assoc1al1on docs not guarantee the safely or security of Symphony Park, and each Parcel Owner and occupant of a Parcel, and their respective invitees, is responsi ble for theu-own personal safety and the security of thl·u-property within Symphony Park. 111e costs of cre,nmg ancl mamtammg any such Com munity Service Srtcms shall be Common Ex penses to be allocated among t.!1e Parcels as part of the Base Assessmenl in accordance with Chap ter 14. No fees shall be charged directly to Parcel O"vi1ers.
12.S. Transportation Management (a) Authority. The Founder or the Asrncia t1on may establish and implement a system or systems lo provide lransp<wtation St'rv1ce withm
ed directly to Parcel O"vi1ers.
12.S. Transportation Management (a) Authority. The Founder or the Asrncia t1on may establish and implement a system or systems lo provide lransp<wtation St'rv1ce withm Provision of Services Symphony Park, to cormect w11h puhl1c transpor tallon systems serving pomts outside or the Communny, and to provide for the shanng or JOmt U!'-e of parkmg lac1l1t1cs withm the Commu ruty (collectively, "Transportation Systems").
The Founder may assign to the Assoc1a1wn :such rcspons1b1lllles and au1.honty as to ,111 or any aspect of the c:onccpuon ,md operat10n of the Transportation Systems as 11. secs fit. rhe Assoc1at1on may establish commlltees, crcatt' :;uhs1d1ary entitles (indudmg, but not limited to, cnt1t1l'S ternal Revenue Code), or contract with third parties for the operation and administrat ion or all or any component of the Transportation Systems.
(b) Transportation ,llana9ement Associa tion. The Founder or the Association may cst,1b hsh a transportauon management assoc1at1on ("TJ\,1A") for the purpose of admm1stenng or overseemg the operation of all or any of the Transportation Systems, mdudmg, bu1. not li11111.ed lo, pursuing funding or lJ·am1t sub::-1d1es for the operauon and promotion of the systenH, coordinatmg and prnmoting use of public or comnnm1ty transportation and transll services, sponsoring and promotmg programs and act1v1tics dC'signccl to reduce or control vd11n1l,1r tr,1f fic within Symphony Park, and perform111g r-c lated act1v1l1cs. The TMA may be ,1 comm1ltee or sub::-1cliary of the Association.
The Founder, the Association, the TMA, or their assigns shall be authonzcd to perform the following ftmctions: (i) Impose upon any Per:mn conducting
e ,1 comm1ltee or sub::-1cliary of the Association.
The Founder, the Association, the TMA, or their assigns shall be authonzcd to perform the following ftmctions: (i) Impose upon any Per:mn conducting a business withm Symphony Park the require ment th;it they cooperate with or participate in Lransportation stud1e:; which as:-ess and d,·termine travel patterns and commumty needs relatmg to traffic and parkmg control; (iJ) Devise, implement, and require p;irticipat1on m any plan for t..hc sharing or iomt use of parkmg l'anhucs, whether on a concurrent.
B has1s or on ,1 staggered use basis and m connection with that certain forrn of Supplement to Com mumty Ch,1rter for Symphony Park and Dedara and Rcstnct1on:; for Symphony Park; (u1) Make rcgulauons and unposc g.ude lmcs gon•rnmg the use and operation of the Transportation Systems; and (1v) Perlorm such other functwns as may be nece:;sary or appropriate for the operation, m,rnagement, or monitoring of the Transporta tion Systems.
(c) Fundin9 of Operation and Mainten ance. The costs of operating and mamtaming the ... ...
rransportatton System shall be a Common Expense to be allocated among all Parcels as part of the 8,1::;e Assessment in accordance with Chapter I+; provided, the F0tmdcr, the Associallon, the TMr\, or their assigns also may charge user fees for the use of any component of the Transporta tion Systems and seek subs1d1es or contributions from private or public sources to reduce the costs which must otherwise be paid through the collec l1on of assessments. 'lhe Founder, the Assoc1a tJon, the -, MA, or their assigns shall be autho rized to enter into commerc1a lly rea~onab le agreement:;, as determmcd m the Board's discre
collec l1on of assessments. 'lhe Founder, the Assoc1a tJon, the -, MA, or their assigns shall be autho rized to enter into commerc1a lly rea~onab le agreement:;, as determmcd m the Board's discre tion, ,N1th any Person to operate all or any por cial basis.
(d) Obli9ation to Participat e; Enforce ment. All Parcel Owners shall be obligated to abide by all reg.1lations and guidelines imposed with respect lo the Transportation Systems and to contribute to the cost of operatmg the Transpor tation System as a Common Expense of the Asso ciation.
(e) Conveyance of the Transportation Sys tem. The ownership of any component of the Transportation Systems may change at any time and from tm1e lo tune by virtue of, without limiProvision ofSerYiccs Lation, the sale or as:.;umpuon of' operations to or by any independent pen,ons or entity.
34 Chapter 13 Insurance The Associauon 1s responsible far msurm9 a9ainsi n1rious t._yp,:s ef nsh, mcludin9 dama.qe to Common :lrea propertie s, personal in JU'), and lwbiliq. This chapter describes ihe minimum c,1pes and amounts ef covera91• that the Assoc,auon and Parcel Owners must obtum, ihe specific requirements for such pol1c1es, and the handlin9 ef deductibles and premiums for such in surance.
13.1. Required Coverage The Association ~hall obtain and mamtam m effect the followmg insurance coverage, 1f rea sonably ava1lablc, or 1f not reasonably available, the most nearly equ1vak-nt coverage as 1s reason ably available: basis (or comparable coverage by whatever name dcnommated) for all msurable improvements on (1) the Common Area; and
basis (or comparable coverage by whatever name dcnommated) for all msurable improvements on (1) the Common Area; and the extent mandated by a Supplement or to the extent authorized by a Supplement and deemed appropriate by the Board.
If such coverage ts not generally available at rea sonable cost, then "broad form" ,overage may be su bstilltted.
ble, Association property msurance shall not gen erally exclude coverage for Jm,s or damagt' ansmg out or an act or terrorism . The limits of Assoc1a llon property msurance pohc:ic:s shall be suffincnt Lo cover Lhe replacement cost or the insured im provement:; under current bu1l<lmg ordinances and codes.
35 (b) Commercial general liability insurance, msurmg the Association and its Members for damage or miury c.rnsed by the neghgcnct' or the Assouatton or any ol Its Members, employee:--, agents, or contractor:; while act mg on its behalf.
If generally available at reasonable cost, such cov erage sh.ill have a 1111111 of at least S2,000,000 .00 per occurrence with respect to bodily m1ury, per sonal LnJury, and property damage. However, 1f adcht10nal coverage and higher l11111ts are available at a reasonable cost such that a reasonably pru dent person would obtam such m:;urance, the Asrndat1on shall obtain such add1t1onal coverages or ltmit::1. Such coverage may be provided through a combination of primary and tunbrella policies; (c) Workers compemauon mrnran<:e and employers hab1l1ty msurance, if and to the extent required by law; (cl) Directors and officers hahilny coverage m 1.he amount ol' al least $2,000,000.00, if rea sonably available, or, if not rea:<onablv available,
l1ty msurance, if and to the extent required by law; (cl) Directors and officers hahilny coverage m 1.he amount ol' al least $2,000,000.00, if rea sonably available, or, if not rea:<onablv available, sonable cost; and (e) Commen:1aJ crime insurance, includmg fidelity msw·ancc covering all Persons responsible for hancllmg Associauon fund,; m an amount de termined m the Board',; bmmess judgment but not less th.m an amount egual to one-fourth ,cl~ plus reserves on hand. Fidd1ty msurance pol1cie$ ~hall contam ,1 wa1,er of all defenses based upon the exclusion ol Persons servmg without compensation.
The Assoc1auon shall arrange for an annual re view of the :mf!k1ency of ns mmrance coverage by one or more qualified Persons, at lea:;t one of whom must be familiar with 111sur,1ble replace[ nsuranc<' mrnt costs m the Clark County area. In the ex ercise of its busme::s 1udgmcmt, the Board may obtain additional msurance covcraoc and hHrhcr :::-ltm1ts than this section n:·gu1res.
13.2. Deductibk s sonable dcducubk, which shall not be :;ubtracted mg whether the policy limits sausry the rct1uire ments or Secllon I 3. I . In tl1e event of an msun.:d loss, ilie deductible sh,11! bl' treated a:: ,1 Common manner as the premium:- for the applicable msur ance coverage. 1 lowcver, 11' the Board reasonably heard m accordance with the By-Laws, that the loss is the result of ilie negligence or willful mis conduct or one or more Parcel Owners, their
nably heard m accordance with the By-Laws, that the loss is the result of ilie negligence or willful mis conduct or one or more Parcel Owners, their mv1tees, or lessee:-, then ilie Board may assess the full amount of such deduct1ble .igamst ~uch Parcel O,vner(s) and tl1eir Parccl(s) as a Specific As ses:m1ent.
13.3. Policy Requir<'ments All Associauon policies shall provide for a cer lificate of insurance to he furn1Shed to tl1e Assoc-i auon and. upon rcque;;t, lo each Pared Owner.
To the extent available at n~asonablc co,;t and term:,, all Assoc1,1t1011 insurance shall: (a) be written w11.h a comp,my authorized to ratmg of A-VII or better, 11' reasonably avail,1ble, or, 1fnot, the most nearly et1uiv,1lent; (b) be written in the name of the Assoc1auon as trustee t'01· tl1e bcnef1tcd parties. All policies shall be for the benefit of the Assoctallon and its members. and their Mortgagee:,, as thcu· mtcrc:-ls may appear, except that pol1c1es on Lumted Common Area may be for the benefit ol' the Owners of Parceb w1thm ilie Service Area to wluch the Limited Common Area 1s asSl!med and ::their Mortgagees; 36 ( c) not be brought mto contnbuuon with 111surance purcha$ed by Parcel Owners, occupants, or t11eir Mortgagees ind1V1dually; (d) contam an 111flat1on guard endorsement; and (e) mclude an agreed amount endorsement, 1f tl1e policy cont.ams a co-instirance clause.
13.4. Association Insurance Premiums Premiums for all Association in:mrance shall be a Common Expense, except that prem1wns for property insurance benefit mg just the Parcels w1tl1m a particular Service Arca shall be a Service Area Expense, unless the Board reasonably de
nce shall be a Common Expense, except that prem1wns for property insurance benefit mg just the Parcels w1tl1m a particular Service Arca shall be a Service Area Expense, unless the Board reasonably de termines iliat oilier treatment of the prem1w11s i$ more appropriate.
13.5. Parcel Insurance (a) Required Covera9es. Each Parcel Owner, at its own cost and expense, shall obtam and maintain in effect the following insurance coverage, if reasonably available, or 1f not reason ably available, tl1e most nearly cguivalent cover age as 1:,; reasonably available: full replacement cost of all msurablc Improve ments on its Parcel, less a reasonable deducuble, unless the Association cari-ies such msurancc (which It may but 1s not obligated to do). If ilie Assoc1at1on assw11es responsibility for msurmg a Parcel, the premiums for such msurance shall\c levied as a Specific Assessment agamst the bene fited Parcel and the Parcel Owner; (ii) Commercial general liability insur ance, mcludmg contractual liability coverage, wiUl a combmed smgle limit of at least two mil lion dollars ($2,000,000.00) per occtirrence, msuring agamst claims on accotmt of personal miury, death, or property damage that may arise from or be occasioned by ilie cond1t1on, use, or occupancy of such Parcel Owner':,; Parcel or the use of any portion of Symphony Park by ~uch Insurance Parcel Owner or the tenants of such Parcel Own er's Parcel, and their respective employees, agents, and contractors. Such coverage may be provided through a combination of primary ,md umbrella policies. Such policy shall name the ditional insureds and, during the Founder Con trol Period, abo shal1 name the Founder and the
rimary ,md umbrella policies. Such policy shall name the ditional insureds and, during the Founder Con trol Period, abo shal1 name the Founder and the Pro1ect Owner a~ addtt1onal msureds; (in) Workers compensation msurancc, employers liability msurance, and disability bene fits msw-ancc covermg all persons employed by the Parcel Owner and any contractors, subcon tractors, or other persons performing work on the Parcel, 1f and to the extent required by law; struction of Improvements on a Parcel, bllllder's nsk insurance (standard "AU Risk" or equivalent coverage), in an amount not less than the cost of consu-uction, written on a completed value basis; (v) Busmess interrupuon insurance, to the extent reasonably available, 111 an amotmt suf ficient to pay or provide for the pa)1nent of as sessments and insurance requtred tmder Llus Charter, and the payment of taxes and amounts due under any Mortgage on the Parcel for a pe nod of at least one year followmg the event or occurrence givmg nse to a claim for payment under such policy; and (vi) such other insurance as may he re quu-ed by law.
(b) Policy requirements. Reguircd Parcel Ject to the same requirements as apply lo Assoc1a t1on imurance policies under Section 1 3. 3, as applicable.
(c) Indemnification. Each Parcel Owner shall mdemnify and hold the Project Owner, Ll1e Founder, the Assoc1at1on, and every other Parcel Owner harmless Ii-om and agamst any claniages, liabilities, penalties, actions, clanns, and expenses 37 (including reasonable attorneys fee" and court costs) ansmg out of (1) the generatJon, u:,;e, pres ence, h,mclli.ng, storage, disposal, release, or dis
s, penalties, actions, clanns, and expenses 37 (including reasonable attorneys fee" and court costs) ansmg out of (1) the generatJon, u:,;e, pres ence, h,mclli.ng, storage, disposal, release, or dis charge of materials or substances which are con ,;1dered hazardous, toxic, or otherwise regulated under any federal, state or local law or ordinance ("Hc1zardou:; Matenab") on such Parcel Owner's Parcel or on other portions of the Comnnm1ty by (ii) any violation of the Governing D0clm1enh or any applicable law by the Parcel Owner or its agents or employees. Thi;: paragraph (c) is not intended lo and does not modify, affect or 111 any way relate to any agreements between a Parcel Owner and the Project Owner relating to Ha zardous Materials 111 connection with such Parcel Owner's respecllvc Parcel.
Chapter 14 Association Finances This chupwr prondesfar rarious types ef Jundin9 lO ·V'onsibiliucs under the Gorernin9 Documents. The pnman source ef Jundm9 is the assessmencs 1rhich t h,s chapter authorizes che Association to /e1:1 a9arns1. the Parcels and collecc from rhe Parcel 011 ners and the Sub Unu Owners. .~ssessmencs are secured by a /,en on each Parcel.
14.1. Association Expenses (a) Common Expenses. Except as the Go vcrmng Documents otherwise ,pec1fica lly pro vide, all of the expenses. that the Assoc1at1on m curs, or expects lo incur, in connectio n with the ownership, maintenance, and oper,Hion of the Common Area, and other-wise for the general benefit of the Parcel Owners, are considered "Common Expenses ." Common Expenses mcludc such operatmg reserves and reserves for
enance, and oper,Hion of the Common Area, and other-wise for the general benefit of the Parcel Owners, are considered "Common Expenses ." Common Expenses mcludc such operatmg reserves and reserves for repair and replacement of capital items within the Common Area as the Board finds necessary or appropriate.
The charactenzauon of a particular cxpen~e as a "Common Expense" shall not preclude the A-::. sociation from seeking re1mbuneme nt for, or a contnbullon toward, such expenses from other Persons who may benefit from the expemes in curred or share ~uch expenses pursuant to tlus Charter, any Supplement, or any other rcrnrded covenant or agreement.
(h) Service Area Expenses. All expense:; that the Assoc1at1on mcurs or expects to mcur m connection with providing benefits and Sl'rvices to a Service Area, mclu<lmg any operating reserve or reserve for repau-and replacement of capital items mamtained for the benefit of the Service Arca, arc considered "Service Area Ex penses." Service Arca Expenses may include a 38 rea,onabk· ,1clm in 1,;tr,ll ive charge 111 ,;uch amow1t a-::. tht' Board dc<:m,; appropriate.
14.2. Budgeting for and Allocating Asso ciation Expenses (a) Preparation of Budyet. Prior lo the begurnmg of each fiscal year, the Board shall pre pare a budget of the cstunatcd Common Ex penses for t.lw com mg year. In addition, the Board shall prepare a separate budget for each Service Area rel1ecung the estimated Service Area Expenses that the Association expects to mcur for the benefit of such Service Area in the coming year.
The estimated expenses m each budget shall include, m add1t1011 to any operatmg reserves, a reasonable conmbut1on to a reserve fund for re pair and replacement of any capital items to be mamtamed as ,l Common Expense or as a Service
get shall include, m add1t1011 to any operatmg reserves, a reasonable conmbut1on to a reserve fund for re pair and replacement of any capital items to be mamtamed as ,l Common Expense or as a Service Arca Expense of the Service Area for which the budget 1s prepared, as applicable. ln determining the amount of such reser-vc contribution, the Board shall t.i.ke 11110 accoLUlt the number ,md nattu-e ol replaceab le assets, the expected useful life ol each, the t'xpected repair or replacement cost, and the contnbuuon reqrnred to fund the projected needs by annual contribution:; over the cises busme,s Judgment, which may include rely mg m good faith on the adV1ce of its accountants or other prol"ess1onal advisors, in determining the amolmt of the reserve fund, 1f any, the amowll shall be considered adeciuatc.
Each budget ,hall also reflect the sources and estimated amounts of funds to cover such ex penses, wluc-h may mclude any Slu-plus to be ap plied li·om prior years, any income expected from ,;ource:; other than assessments levied against the Parcels, and the amount to be generAssociation i:inan< (''s .ned tlu-c>ugh dw kvy of Base A:-,essmcnt, ,rnd (h) and (l ).
(b) (alculution ,?f Base lssessments.
Upon dltnmmmg till' total ,unount of tnt·ome catc ,-ud1 ,11110unt .1mong all Pan els subiect to ( c) Culrulation of Sen ice Area Assess
( c) Culrulation of Sen ice Area Assess he allocatl•d .imong ,111 Parcel" 111 the Sl0rv1rc Arca th,ll ,ire subJel"I to ,1,sessmcnt and le~ iecl ,,,. ,1 Service Arc,1, Servan• Arca As:;e::-,mcnts sh,111 be that any portion ol' tlw as,e:;sment mtendl•d for n•c.'etvl'd, ,I:' the Board m,1y H'ason.,h l y de term me.
l'Xpcnded ,olely for the benefit ol t.he Servtce £.l'neral fund,.
,111) focal )T,lr by payml·nt ol a rnb,1cly. Any ,uch 39 Founder or till.' Prc>Jl'CI Owner, or a loan, 111 tlw
,lr by payml·nt ol a rnb,1cly. Any ,uch 39 Founder or till.' Prc>Jl'CI Owner, or a loan, 111 tlw Founder\ or Project Owner's dist rl'l1on. If' till' suhicct to n·payment hy the Asso11.1t1on Any :-uch loan ,h.111 accn1l' mterest, com pow1dl0d month lo rellnt such r,lk for th,ll month. Any sud, subs1dv and the ch,1r,ll'tcn7..1l1on thereof ~h.111 111come portmn of' thl· budget. P.wment of sud1 :sub,1dy m any year shall not obhgah: the Founckr provided 111 ,l written ,1grecme·nt between thl' t•r.
(e) Notice of Ruclt1et and hsessment; Ri9ht to Dirnppr o,e \t least tlurty (30) day, hut not mon· than ,1xty (60) days prior to thl' lwguming of the Assouatton's f'isc-al year, the Bo:1rd sh,11l ,end a ,umnury of l',Hh applicable be levied pursuant to ,u< h budget, to the P,1rccl thl' date ,ct for a meeting of the Parcel Ownt•r,; to con,;1der ,uch budget. lne date of the meet mg shall be not le:-, than fourteen ( I+) or more th,m tl11rty ( 30) cl,1ys after tlw elate of 111,111mg or otlwr
con,;1der ,uch budget. lne date of the meet mg shall be not le:-, than fourteen ( I+) or more th,m tl11rty ( 30) cl,1ys after tlw elate of 111,111mg or otlwr tion is paying expen,l's related to the oper,111011 and mamtcnance of the• Park and (y) no !es:-th,m to Exh1l;1t "D" to tlm Ch . .n-ter and (11) each f1sc·al ye,1r of till' Assoc1al1on thereafter, the follow mg Association Financ<'S v1ous fiscal year w,less approved by a vote, whether or not a quorum is present, or wnllen a:,;sent of Parcel O,,vners represemmg a ma1onty of the total votes of tht' Assoc1auon : (1) direct overhead costs mcurred by the Assoc1at1on such as wages and benefits of du-eel employees and companies other than reimbursement of costs incurred m connection with the mamtt>nancc and lion markctmg, advertising and public n:lauon programs, (1v) costs for spec1;il events or other commumty promol!ons, (v) legal costs related LO the ordmary aclmimstrat1on and operation of the Associat1on. The ten percent (10°0) mcrea:;e Ii nutation shall not apply to any other costs and expenses, mcluding, without, limitation, (1) cit reel or mdtrect costs mcurred 111 connect1on with the maintenance and repair of the Common Area,
e Ii nutation shall not apply to any other costs and expenses, mcluding, without, limitation, (1) cit reel or mdtrect costs mcurred 111 connect1on with the maintenance and repair of the Common Area, includmg without l1mitallon, the Common Arca, the Park and the Pcnmcter Areas, (11) mH1rance costs, (iii) taxes, (1v) reserves, (v) all legal costs incurred in the enforcement of the prov1s1ons of the Govermng Docwnent:,; and all legal costs re lated to the response, defense and/ or pro;;ecution of any claims made ,,gainsl or brought by the As sociation, (v1) costs of utilities and (vii) costs for uninsured casualty los!c'es or other turn1sttred The Common Expense budget sh<11l aulomatcel Owners repre:;entmg at least seve11ty-f1vc percem (75)0,o of the total votes m the Asrncia tion.
Each Service Arca budget shall automatically become effective unless vetoed at the meetmg, whether or not a quorwn is present, by Pared Owners rcpre.sentmg at least seventy-Hvc percent (75%) of the total votes a:<s1gned to Parceh 111 the Service Area, except that t.l1l' right to disapprove a Sl·rv1ce Arca budget shall apply only to those line Items that are attributable to services or bcn cfits requested by the Service 1\re.1 and sh,,11 not +o apply to any llern that the Governing Documenb require to be assessed as a Service Arca Expen~e.
If <111y proposed budget 1s disapproved or the l't for any year, then the budget most recently m effect, shall contmue m effect until a new budget take,-effect m accordance with t.l1e above proce dures without veto bv the members.
The d1stnbut1on of the budget summary shall
udget most recently m effect, shall contmue m effect until a new budget take,-effect m accordance with t.l1e above proce dures without veto bv the members.
The d1stnbut1on of the budget summary shall mdudc a written notice that the budget 1s a, a1la ble for review at the As,-oc1ation's offices and t.l1at a copy of the budget shall be provided to a Parcel Owner upon request.
(f) Bud9et Revisions. The Board may re vise the budget and adju:;t t.l1e Base Assessment or Service Area Assessments anytune during the year, subject to the same notice reqmrements and rights to disapprove set forth in subsection (e) above.
Notw1t11stand111g the foregoing, t11is para graph (I) shall not operate to limit mcreases m the Base Assessment that are necessary due to any Emergency Sit-uation. "Emergency Sit1.iation" means the occurrence of any of the following: (1) An extraordinary expense required by an order of court; ( ii) An extraordinary expense ncces:;ary to repair or ma1ntam the Commumty or any portion thereof for which the A:-soc1allon 1s responsible when a threat to personal safety on the Commu nity is discovered; and (iii) An exlraordmary expense neces~ary to repatr or mamtam the Commumty or any port10n thereof" for which the Association is responsib le that could not h,1ve been reasonably roreseen by the Board m prcparmg the budget pursuant to this Section 14.2.
The Board shall have the power to 111crease the Base Assessment above the amount set forth m Association fimmces to lhe collection ol a Base Assessment llll.TCasc pursuant to this paragraph (I), the Board pa:<ses a resolution conlamu10 wnllen findmos tl1at th~, extraordinary cxp<.'nse mvolved ts nece:;sary ,md, for any mcrcases made under 14.2(1)(rn), an adclt
uant to this paragraph (I), the Board pa:<ses a resolution conlamu10 wnllen findmos tl1at th~, extraordinary cxp<.'nse mvolved ts nece:;sary ,md, for any mcrcases made under 14.2(1)(rn), an adclt have been reasonably lore:,;een m the budoet11w .. :::- ~ process. The resolulto11 shall be cl1stnbut~'c1 to than sixty (60) clays prior to the mcreasc<l B,1se Assessment becomino due.
~ 14.3. Special Assessments ments" to cover Common Expense:; or Serv1ee Arca Expenses thaL are non-routme, unant1c1· pated, or in excess of those anticipated m tlle ap plicable budget. Excepl as otherwise spcC1f'ically provided 111 this Charter, any Special Assessment for Common Expenses shall rcc1uirc the allmna tivc vote or written consent or Parcel Owners representing more than fifty percent (S0°o) of the votes atlnbutable to Parcels subjecl to assessment and shall be allocated amono the P<1rceb based on .::, the assignment ol Equivalenl Llmts, as described in Exh1b1l "D." Any Special Assessment for Ser vote or written consent of Parcel Owners representing more than fifty pen:enl (50'!-'o) or the totaJ voles allocaled to Parcels 111 the bene fited Service Area and shall be allocated m the same manner as Service Area Assessments under Sec:lion 14.2(c). In add1uon, durmg the Devel Special Assessments shall be payabk in such mmes and may be payable m mstallments extend
Special Assessments shall be payabk in such mmes and may be payable m mstallments extend mg beyond the fiscal year m which lhc Special Assessment 1s ,1pproved.
41 14.4. Specific Assessments In .1dd1uon lo other limes when a Specific As Charter, tllc As:;rn.:1at1on may levy "Specific As sessm("nts" againsl a particular Parcel as follows: (a) to cover the costs, mdudm!!_ overhead thl' Parcel upon request or tlle Parcel Owner pur su,ml to any menu of opuonal services which the Assoc:iallon may offer (which might include tl1e items tdenttf1ed 111 Section 12. I). Specific As sessmcnls for optional services may be lev1ecl in advance of the provision of tlle regucstcd :;crvice; (b) to cover costs incurred in bnngmg the Parcel mto compliance with the Governing Ooc wnents or cc>sts mcurred as a consequence of the conduct of the Parcel Owner or occupants of the Parcel, their agents, contractors, employees, li censees, or mvitees; however, lhe Board shall give the Parcel Owner prior written notice and an opporlumty for a hcanng m accordance with the By-Laws, before levymg any Specific Assess mcnl under this subsection; and (c) lo cover tl1e Parcel's pro rata share of any cosls that tlle Association incurs in bringing the Service Area of which the Parcel 1s a part mto compliance with the provisions of the Governing Documents; however, tlle Board must give pnor ,vnucn notice to the Parcel Owners of Parcels in the Service Area and an opportunity for such Par cel Owners to be he<1rd before levying any such assessment.
14.5. Authority to Assess Parcel Owners;
,vnucn notice to the Parcel Owners of Parcels in the Service Area and an opportunity for such Par cel Owners to be he<1rd before levying any such assessment.
14.5. Authority to Assess Parcel Owners; Tim<" of Payment The Assoc1auon 1~ he1-eby authorized to levy bit "D" and elsewhere in tlle Governino Docu~ menls. The obligation to pay assessments shall commence as lo a Parcel as set forth m Exhibit "D" The firsl a1mual Base Assessment and Service J\n::a Assessment, 1f any, levied on each Parcel Association Finances shall be ad1ustcd according to the number of months remammg m the fiscal year at the time as:;essments commence on the Parcel.
Assessments ~hall be paid m :mch manner and on such dates as the Board may establish. The ment:< at dosmg of the transfer of utle to a Parcel and impose special requirements for Parcel Own er::; with a history of clelm9uent payment (two (2) or more delmquent payments in the past l'ive (5) years). If the Board :'O elects, assessments may be paid m two (2)or more mstallments. Unless the Board otherwise provides, the Base Assessment and any Service Arca Assessment shall be due and payable m advance on the first day of each fiscal year. If any Parcel Owner is delmquent in paymg any assessments or other charges levied on its Parcel, the Board may reqmre all outstandmg balances on all assessments lo be paid in full 1m mcd1ately.
14.6. Personal Obligation for Assessments Each Parcel Owner covenants and agrees to pay when due all assessments authorized m the Governing Documents. All assessments, togeth er with mterest ( computed from its due date at a rate of eighteen percent ( 18%) per annum, sub Ject to the limitations of Nevada law), late
rized m the Governing Documents. All assessments, togeth er with mterest ( computed from its due date at a rate of eighteen percent ( 18%) per annum, sub Ject to the limitations of Nevada law), late charges as determmed by Board resolution, costs, and reasonable attorneys lees, shall be the per sonal obligation of each Parcel Owner and a lien upon each Parcel wll1l paid 111 foll; provided, 111 the case of a Parcel governed by a Parcel Assoc1a t1on, the Association's lien shall be upon each Sub-Umt within the Parcel m a pro rata amount correspondmg to the Sub-Umt's share of any w1pa1d assessment or other charge, as determined based upon the assignment of Equivalent Umts, as described m Exh1b1t "D." and the allocallon of' liability to the Sub-Unit under the Parcel Assoc1a llon's govemmg documents. Upon a transfer of tnle to a Parcel or a Sub-Unit, the grantee shall be JOmtly and severally liable with the grantor for any asses:sment:< and other charges clue at the llme of conveyance.
42 The Board's failure to f"1x assessment amounts or rate:,; or to deli\'er or mail each Parcel Owner er, modifkauon, or a release of any Parcel Own er from the obl1gat1on to pay assessments. In rnc:h event, each Parcel Owner shall continue to pay Base Assessments and Service Area Assess ment:,; at the rate established for the last year for which an as;,;essmenl was made, if any, until a c:1at1on may retroactively assess any :-hortfall.
No Parcel Owner shall be exempt from lia bility for assessments by non-use of Common Arca, abandonment of a Parcel, or non-use of services provided to all Parcels w1thm the Service Area to which the Parcel 1s assigned. The obliga
from lia bility for assessments by non-use of Common Arca, abandonment of a Parcel, or non-use of services provided to all Parcels w1thm the Service Area to which the Parcel 1s assigned. The obliga dent covenant cm the part of each Parcel Owner.
No d1mmuuon or abatement of assessments or set-off shall be claimed or allowed for any alleged failure of the Association or Board to take some action or perform some flmct1on required of 1t, or for inconvemence or discomfort arising from the making of repairs or nnprovements, or from any other action it takes.
Upon ,, ritlen request, the A:<socialion shall furnish to any Parcel Owner or Sub-Unit Q,..vner liable for any type of assessment a certificate signed by an Associallcm officer scttmg forth whether such assessment ha:< been paid. Such certificate shall be conclusive evidence of pay ment and may be relied upon by third parties.
The Assoc1at1on may rcqmre the advance pay ment of a reasonable proc:cssmg fee for the is suance of such ccrttlkatc .
14.7. Lien for Assessments (a) Existence of Lien. In accordance with ~ I 16. 3 I 16 oJ the Act, the Assoctallon shall have a statutory lien agamst each Parcel to secure pay ment of assessments, as well as interest, late charges (subiect to the lurntat1on;s of Nevada law), and costs of collection (mcludmg attorneys Association Fin;inces Parcel governed by a Parcel A:-sociation, the As sociation's lien shall bt' upon each Sub-L1111t with m the Parcel 111 a pro rata amount correspondmg to the Sub-Unn':s share of any lmpaid asse::;smcnt or other charge, as detennined based upon the assignment of I:qu1valent llnlls, as described m Exhibit "D". Such lien shall be superior to all
pondmg to the Sub-Unn':s share of any lmpaid asse::;smcnt or other charge, as detennined based upon the assignment of I:qu1valent llnlls, as described m Exhibit "D". Such lien shall be superior to all other lien~. except (1) liens ,rnd encumbrances recorded pnor lo this Charter and which the As sociation has assumed or taken subject to; (11) the liens of all real c:statc taxe:s and other oovcrnmen -.::tal assessments or charges; and (i11) the hen or faith and for value having First pnonty over any other Mortgages on the Parcel, except that the Association's lien shall have priority over any such Mortgage to the extent of assessments that would have become due m the absence of acceleration dunng the six months immediately preceding any Jt1d1cial or nOllJUdic1al loredornre or the MortAlthough no further action is required to create or perfect tl1e lien, the Association may. as further evidence and notice of the hen, execute and record a document setting forth as to any Parcel the amount of the delinquent stuns due tl1e ecuted and the fact that a lien exists to secure the repayment ilicn·of. However, the failure of the Association to execute ,md record any such doc ument shall not affect the val1d1ty, enforceability, or priority of tl1e lien.
(b) Enforcement of Lien. The AssoC'1ation m,1y bid for the Parcel ur Sub-Llmt, as the case may be, al the foreclosure sale and acquire, hold, lease, mortgage, and convey the Parcel or Sub Urut. While a Parcel or Sub-U111t is owned by the Asrnciatmn followmg foreclosure: (i) no right to vote shall be exercised on its hehalf; (11) no assessment shall be levied on 1t; and (1iJ) each other Parcel or the ot11er Sub-Units
1t is owned by the Asrnciatmn followmg foreclosure: (i) no right to vote shall be exercised on its hehalf; (11) no assessment shall be levied on 1t; and (1iJ) each other Parcel or the ot11er Sub-Units within the Sub-Umt's respective Parcel Assoc1a t1on shall be charged, m add1t1on to its usual as sessment, ns pro rata share of the assessment that 43 woLild have been charged such Parcel or Sub-Umt had 1t not been acquired by the As:;ociallon. The Assouallon may sue for lU1pa1d assessments and other charges ,1uthonzed hen:undcr without fo reclo,ing or wa1nng the lien ~ccuring the same, ll1 add111on lo pursumg any and all remedies al lowed by law lo l'nforce the lien.
transfer of any Parcel or Sub l 11111 shall not affect the ,1sses:mwnt lien or relieve such Parcel or Sub U111t from the lien for any subsequent assess ments. However, the sale or transfer of any Par cel or Sub-Urut pur::-uant to J'oredosurc of a 1"1rst pnonty Mortgage shall extmgutsh the lien as lo any installments or such assessment;; due more than six months pnor to the Mortgagee's foreclo sure. The subsequent Parcel Owrn.:r of the forec losed Parcel or Sub-Llm l Owner of the foreclo;;cd Sub-Llmt ::-hall not be personally liable for assess ments on such Parcel due prior to such acqu1s1llon or title. Such unpaid a::-sessments shall be deemed to be Common Expense;; collectible from all Parcel Owners or the other Sub-Units tion sub1ect to assessment, mcludmg such acguir er, its successors and assigns.
The followmg property shall be exempt from payment of Base As;;cssments, Service Area As sessments, and Special Assessment:;: (a) All property owned by the Association;
ssigns.
The followmg property shall be exempt from payment of Base As;;cssments, Service Area As sessments, and Special Assessment:;: (a) All property owned by the Association; (b) Any property dedicated tu a11d ,1cccpted by any governmental authonty 01· public utility for roadway or utility purposes to wluch title has passed, provided that any Parcels on which the Improvements thereon arc owned by a govern mental authority or public uttl1ty are not exempt; and (c) Property owned by any P.ircel Associa tion for the common lL~C and enjoyment of its Association FinanC-('S memhcrs, or owned by all of the memhcrs nf a Parcel 1\ssonat1on as len.:ints-111-common.
14.9. Use and Consumption Fees The t\srnuallon may oiler service:; or fac1lit 1es for wh1d1 It docs not recover tts cost:-through ,1sst·ssmcnts unckr this chapter. The Board may charge use and consumption Ices 10 any Person or facili11es and mav clc1cm1mc the ainotmt and method ol determuung such kes. Different lees may be charged to different classes of users (e.9 ..
Parcel Owners and non Parcel Owners).
14.10 Ombud sman a.ud Oth(>r Fees 1\ny fees or costs rcciu1rcd to be paid pursuant to the Nevada Common- Interest Owncrsh1p Act, Nevada Revised Statutes Secuon 116.001 et secz, mcluding, w1thout lunnalion Section 116.3155 thereunder, or any other applicable laws, rule or regulauons m connection with any Sub-Umts on a Parcel shall be p,ud by the respective Parcel Ovvner or Parcel Assoc1at1on, as the case may be, and the Assoc1at1on :::hall have no obligation or respons1b1lily to pay such fees or costs.
44 PART FOUR: RELATIONSHIP S WITHIN AND 0UTS1DETHE COMMUNITY Chapter 15 Easements The easements created in this chapter establish the
ll have no obligation or respons1b1lily to pay such fees or costs.
44 PART FOUR: RELATIONSHIP S WITHIN AND 0UTS1DETHE COMMUNITY Chapter 15 Easements The easements created in this chapter establish the n9hcs ef Parcel Owners co u~e the Common Area and create ,·arious ri9hts for the benefit ef Pured Owners, within Symphony Park.
rimeter Areas (a) Grantin 9 and Scope of Easements.
The Proiect Owner hereby grants Lo the Associa tion and each Parcel Owner and the occupants and other pernutted u::.ers of a P.irccl a non exclusive .-ight and easement or use, access, and enjoyment m and to the Common Area and Pe rior sidewalks and pedestrian patlnvays located 111 the Perimeter Areas subject to: (i) The Governmg Documents and any other appLcable covenants; (u) Any restr1cuon::; or lim1tal10n::- con tamed in any deed conveying such property to the Assoc1at1on; (iii) Certain Pared Owners' rights to the exclusive use of thosl' portions of the Common Area designated Lurnted Common Arca, 1f any; (1v) The holdmg of street fairs or festiv als or other public or private events within Sym phony Park; and (v) The Board's nght to: (A) adopt rules regulatmg the use and enjoyment of such areas; (B) ~uspend a Parcel Owner',-right to me Common Arca faci!tues; +s (C) decl1cate or transl'cr all or any proval reql!lrcmenb a;. may be set forth 111 this Charter; (D) mortgage, pledge, or hypothe C'atl' any or all of its real or personal property as security for money borrowed or debts incurred.
Notw1thstandmg the Board's right to regulate u:ac of the Conunon Area and the Peri.meter
r hypothe C'atl' any or all of its real or personal property as security for money borrowed or debts incurred.
Notw1thstandmg the Board's right to regulate u:ac of the Conunon Area and the Peri.meter Areas, no regulation or restricllon shall tmrea sonably restrict or deny access to a Parcel by the Parcel Owner or other pem1itted users of the Parcel.
(b) Location of Easements. Those areas w1thm the Parcels subject to the casement rights described in this section shaJI be shown by survey prepared by the respective Parcel Owner m its expense and mcludcd m a recorded supplement to this Charter upon completio n of ,my Im provements on a Parcel. During the Develop ment and Sale Period, any casement of access acros::; a Parcel may be relocated on the Parcel with the consent of the Founder and the Parcel Owner. Thereafter, the Assoc1at1on's consent 1s required to relocate such easement areas, which cltt1onccl, or delayed.
15.2. Easements for Maintenan ce, Emer gE"ncy, and Enforcement The Project Owner hereby grants to the Asso c1at1on ca.:ocmcnts over Symphony Park as neces tenance responsib 1Lties and lo exercise its en forcemen t right:-under tlm Charter. The Assoc1alJot1 shall also have the right, but not the obltgaEasements Lion, Lo enter upon any P,1rccl, mcludmg any structure w1thm a Parcel, for emergency, secun mspcct for compliance with the Governing Doc uments, and to enforce the Governmg Docu ment::-. An) member or the Board and its duly authorized ilgents ilnd assignee:- and all emergen cy personnel m the performance of their cl11Ltcs
Docu ment::-. An) member or the Board and its duly authorized ilgents ilnd assignee:- and all emergen cy personnel m the performance of their cl11Ltcs s1luat1on, entry shall only be during reilson,1bk hotu-s and afte1-no lice to the Parcel Owner.
!'he Project Owner hereby grants and create:< a perpetual, non-exclusive ea:;ement lor access, mgress, and egress over any private street$ within the Common Arca for law enforcement, fire fighting, paramedic, rescue, and other emergency vehicle:;, equipment and personnel; for LI .S.
Postal Service and other package delivery vehicles and personnel; and for velncles, equipment, and personnel providing garbage collection service to the Commumty; provided, such easement shall not authonzc any such Persons to use private strel'ts within the Community except while acL mg 111 their official capacities.
15.3. Easements for Utilities and Other Infrastructure J"he Project Owner h.:rcby reserves the exclu sive right to grant and record easements through out Symphony Park to the extent rca::onably ne cessary lo: (a) install improvements, uttl1Ue::: and mfra structw·e, other Commumty Service Systems, security and similar systems, and dramagl' sys tems to serw Symphony Park; (b) mstall sidewalks, walkways, paLhways, street lights, and signage to serve Symphony Park; (c) mspect, mamtam, repair, and replace the Perimeter Areas, uuliues, mfrastructw-e, and other improvements clescnbed above; and (d) access ancl read uuhty meters.
.iccc:,;s to any utility or service provider, to the extent pt·rn11ttcd by law, or to condition such access on negollated tern1:c-.
In addiuon, the Project Owner shall have the
rve:- the right to deny .iccc:,;s to any utility or service provider, to the extent pt·rn11ttcd by law, or to condition such access on negollated tern1:c-.
In addiuon, the Project Owner shall have the non-exdus1vc nghL and power to grant and P,1rcd, as IL deems necessary to develop Sympho ny P,ffk. The locauon of any spcc1f1c easements under tl1is section ,;hall be subject Lo the written approval of the owner of the burdened property, which approval shall noL unreasonably be with held, cond1tiom:d, or delayed.
ment of Additional Property l11e Project Owner hereby grants and re serves to the Founder, its employees, and its duly ,1uthonzcd agents, des1gnees, succes~ors, assigns, and Mortgagee$, temporary easements of access and use over and upon all of Symphony Park (but not through a structure) for all purposes reasona bly related to makmg, constructing, and imtalling unprovements to the Community and to the Ad d1t1onal Property (a::: defined m Sect10n 18.1) (whether 01· not such property is made subject to this Charter).
Such temporary easements mdudc, hut are not limited to (a) right of mgn:ss and egress over the Common Area for construction of roads and for connecting and 1mtalling utililles on such properL y; (b) slope and construction easements for each separate construction project on a Parcel or thl' Common Area; (c) easements for mstalla Uon of dramagc systems, water and other uu.li er (including the right to pnme or remove trees, bushes, and shrubbery, Lo regrade soil, and to take any similar acuons reasonably necessary); and (d) easements l'or mobilization and storage of
y sew er (including the right to pnme or remove trees, bushes, and shrubbery, Lo regrade soil, and to take any similar acuons reasonably necessary); and (d) easements l'or mobilization and storage of construction equipment, materials, and supplies necessary for the construction of unprovements.
Easements 15.5. Easements Bc-tw('('n Adjacent Prop erties (a) Easements of Encroachment. The Proiect Owm'r hereby grants reciprocal appurte tenancc and use of any permitted cncn>achment, between each P,1rccl and any ad1accnt Common Arca .:ind between P,1rceb that arc ad1ommg ir 1s a structure or fixture that extends unmtention ally from one person's property onto another's a distance of less than three mchcs, as measured from any pomt on t.he common boundary along a cro,1d1111cnt easement shall not exist 1f the en croachment results from willl'ul and knowmg conduct on the part of, or with the knowledge and consent of, the Person clauning the benefit of such ea~ement.
(b) Easements of Support and Construc tion. The Proiect Owner hereby grants reci procal appurtenant easements over, under, across, and between ad1accnt Parcels that are ad JOmmg irrespective of streets and each Parcel and any adiacent Common Arca for the installation and mamtenance of underpinning or other foot mg and fou11d,1t 1011 support systems, ,md sheet· mg, shormg, and other forms of earth retention, mcludmg tiebacks and other required compo nents. Such easements shall permit the tempo rary use of ad1acent properties for the constnic uon and mstallauon of such support systems and the pcrn1anent use of adjacent propertic~ l'or the
compo nents. Such easements shall permit the tempo rary use of ad1acent properties for the constnic uon and mstallauon of such support systems and the pcrn1anent use of adjacent propertic~ l'or the contmued placement and mamtenancc of such systems.
The support system(s) benefitmg any Parcel shall be designed, inspected during mstallation and upon completion of mstallat1on, and certJf"icd hy a professional engmeer registered in t.he State of Nevada. Any such ,;upport system ,1lso shall be subiect to approval m accordance w1d1 Chapter 5 and the approval of the Parcel Owner of any ad jacent, burdened Parcel, which approval shall not 47 unreasonabl y be withheld, conditioned, or de layed.
( c) Easements for Use of Air Space. The Pro1ect Owner hereby grants reciprocal appurte nant easements over and between Parcel::: that are ad1ommg u-respect 1vc of streets and each Pared and any ad1acent Common Arca for the use of au space as reasonably necessary dltring construction and mamtenance of lmprowmcnts on a Parcel.
The pennitted use of air space includes the nght to m,tall and use scaffolding, towers, and cranes, and the nght to swmg a crane and its load, over the au-space oJ' any ad1,1cent Parcel or Common Area durmg the construction of Improvements on a Parcel and durmg the maintenance, repair, cleaning, and mspect1on of Improvements on a Parcel.
15.6. Eas<'ment to Inspect and Right to Correct The Project Owner hereby grants to the Founder, durmg the Development and Sale Pe nod, for the Founder and others it may desig nate, the nght, but not the obligation, to impcct, monitor, test, redesign, and correct any slruc ture, Improvement, fixtures, or condmon that may CXL>t on any port10n of the property within Symphony Park, mcluding Parcels. and a perpc
n, to impcct, monitor, test, redesign, and correct any slruc ture, Improvement, fixtures, or condmon that may CXL>t on any port10n of the property within Symphony Park, mcluding Parcels. and a perpc tual non-exclusive casement of access throughout Symphony Park to the extent reasonably neces sary to exercise such right. Such nght shall be subiect to the following hmitat10ns and c1uahfica ttons: (a) the: Person exercising the casement must maintain adequate insurance to fully insure agamst any loss or damage to the Parcel on which such nght,- arc exercised and (b) the Person exer cising such rights shall mdernrnfy and hold harm less the Parcel Ow11cr of the Parcel on which the rights are bemg exerc1sed and the occupants of such Parcel from ,md against all claim:-, charges, assessments, losses and any other co~ts arismg m whole or m part a,; a result or the negligent exer cise of such nght:;, including reasonable attorneys fees. Except m an emergency, entry mto a struc ture on a Parcel shall be only after reasonable Eascmc-nts notice to the Parcel Owner, and no entry mto an enclosed :;tructure shall be permitted without the Parcel Owne1-'s con:-t•nt. The person cxerc1smg tl11:, casemem shall promptly repair, at such per :;on':; own expense, any damage he or she causes.
Nothing m tlm paragr.iph shall relieve .:i Parcel Owner of the rCc':;pons1btl1ty for the m,untenmlcl' and repair of its Parcel.
15.7. E.."Xercise ofEasements; Minimal In terference Any Person exerc1smg any nght or e,1semen t described m this chapter shall 1111111111 ize mterfe rence with the u:;e and C11JO)'ll1ent or the Parcel or Common Area burdened by the casement. Per sons cxerc1s111g such easement rights shall be re spon:;iblc for any damage caused to the Common
rfe rence with the u:;e and C11JO)'ll1ent or the Parcel or Common Area burdened by the casement. Per sons cxerc1s111g such easement rights shall be re spon:;iblc for any damage caused to the Common Area or any Parcel as ,1 result of thcfr actions m connection w1tli tl1e exercise of' such easement rights. Upon completion of any work pursuant to an easement nght, the Person exerci::-ing the casement shall restore the property, to the extent reasonably pms1blc, to the cond1t1on ex1st111g pnor to the commencement or the work. All work performed pursuant to an easement right shall be perfom1ed m a good and workmanlike manner 111 accordance with all applicable laws.
The exercise of easeml·nts under tlii:, section shall not extend to permitting entry mto the structures on any Parcel, nor :-hall it unreasonab ly mlerfere w1lh the use of any Parcel. In the cai;e of m1y easement pcrmittmg work to be per fonned on a Parcel, except man emergency, en try onto tJ1e Parcel for such purpose shall be made only after rea,onable nouce to the Parcel Owner and the occupant or Ulat portion of th<: Parcel for which entr)' 1s desired.
+8 Chapter 16 Disclosures and Waivers This chapter discloses some imporwnt 1,iformauon chosers ef Parcels.
16.1. Safety and Security Each Parcel Owner and ocn1p.1nt or .1 Parcel, and their respecuve mvllces, shall be responsible f'or theu-own personal safety .md the s.ilcty ol employees, and patrons, and the secunt) of their property m Symphony Park. As provided 111 Sec signed to promote or enhance the level of safety or secw-ity which each person provides for itself
Sec signed to promote or enhance the level of safety or secw-ity which each person provides for itself and its property. However, ne1tlwr thl' Associa tion nor the ProJect Owner or the Founder shall m any way be considered msurcrs or guarantors of ::-afcty or security witl1in <;ymphon/ Park, nor shall any be held liabk· for any lo:;s or damage by reason of failure to provide adequate scctmty or mcllect1vent.':-S of security measures undertaken.
No representation or warranty 1s made that 1tormg systems or any mcchanimi or system for limiting ,lCcess to any portion of Symphony Park, caimot be compromised or nrcumvented, nor taken will in all cases prevent loss or provide the detection or protection for which tl1e system 1s knowledges, understands, and shall be responsi ble for informing any tenants and otl1er occupants of tb Parcel, that ilic Assoc1at1011, the Board and Association committees, tl1e Project Owner, and the Founder are not insurers or ouarantors of sc-:::curJLy or safety and that eac-h P('r,;on w1th111 Symphony Park as:;umes all mks of personal injury and loss 01· dainage to property resulting from acts of third parties.
49 16.2. Changes in Master Plan Each Parcel Owner acknowledges that Sym phony P.irk 1s a master planned community, ilie development of which 1s likely to extend over many years, and agrees that the Association shall not, without the Founder's pnor wnttcn consent, engage in, or u:;c Association fonds to support, any prote,;t, challenge, or other form of objection
r many years, and agrees that the Association shall not, without the Founder's pnor wnttcn consent, engage in, or u:;c Association fonds to support, any prote,;t, challenge, or other form of objection to (a) changes m uses or density of property w1th m Symphony Park, or (b) changes in tl1e Master Plan. ...
16.3. View Impairment Neitl1er the ProJeCt Owner, the Founder, nor the Association guarantee or represent that any view over and across any property w1tlun or out s1clc Symphony Park will be pre~crved without impairment.
16.4. Contaminated Soils Portions of Symphony Park have been used m the p,1:,t lor mdu:;tnal, manuracturiJiu or othc1· similar purposes and may contain cc~tammated sub-surface soil~ that may require remediation pnor to development activities takmg place.
Each Parcel Developer and each Pa.reel Owner shall be responsible for determ1mno the existence ~ of contaminated soils on its Parcel and foi-complymg with such remediation reqturements as may be imposed. The ProJect Owner, tl1e Founder, Founder AITil1ates, and the A;;soc1at1on shall have no obligation to remediate contami nated soil~ on any Parcel except as may otherwise be rcguired tu1der a separate governmental or der, covenant, or agreement binding upon the Project Owner, the Founder, Folmder Affiliates, or the Association.
Disclosures and ·waivers 16.5. Railroad Symphony Park 1s situated ad1acent to an op tions that may impact the use and enioyment of the Parcels. The Pro1ect Owner, the FOlmder, Founder AITiliates, and the As~oc1auon shall have no obligation to erect noise or vibration abate ment devises or to take any action to abate the effects of the railroad operations, except ,,s may otherwise be required by the City or under a sep
ve no obligation to erect noise or vibration abate ment devises or to take any action to abate the effects of the railroad operations, except ,,s may otherwise be required by the City or under a sep arate covenant or agreement that is bmdmg upon the Pro1ect Owner, the Founder, Founder Affili ates, or the Assoc1at1on.
J 6.6. Casino Each Parcel Owner, by acceptance or a deed to a Parcel, acknowledges that Symphony Park may conlam one or more casinos and that activi ties and effects commonly associated with the operation and existence ol casinos will take place m the Commumty such as, without lim1tat1on, gamblmg, no1Se, cxce:-:;1ve lightmg, late mght acUvities, conswnption of alcohol, adult themed shows with full or partial nudity and crowds.
Each Parcel Owner acknowledges that such actJv ities and effects may re:mlt in nrnsanccs, inconve m the vicinity of a casmo.
16.7. Notices and Disclaimer s as to Com munity Service Systems Each Parcel Ov .. ,ier acknowledges lhat mter ruplions m cable television and other Community Service Systems and services will ocnu· from llme to time. The ProJect Owner, the Founder, Founder Affiliates, and their respective successors and assigns, shall not be liable for, and no Com mumty System or service user shall be entitled to refund, rebate, discount, or offset in applicable fees for, any interruption m Commumty Service Systems and services, regardless or the cause of the mterrupt1on.
50 16.8. Entertainment Activities Each Paree I Owner, by acceptance of a deed to a Parcel, acknowledges that various entertain ment activ1t1cs and evenb such as concerts, lcs held w1thm S),1,phony Park. Each Parcel Owner
eed to a Parcel, acknowledges that various entertain ment activ1t1cs and evenb such as concerts, lcs held w1thm S),1,phony Park. Each Parcel Owner acknowledge s that such events and acllvitics may re:-ult m nuis,mces, inconveniences, or hazard:--to pcr~ons and property on or m the vicmtty of such event:< and activities.
16.9. Compliance with Governmental Permits and Approvals Symphony Park b subject to various govern mental permits and approvals issued m connec llon with the development and use of the proper ty. Each Parcel Owner shall be bound by the tenm of all applicable permits and approvals and such pcm11ts and approvals shall apply and shall bmd the Parcel Owners 111 accordance with their terms, notw1thstandmg a.nythmg to the contrary m the Govenung Documents. Each Parcel Own er 1s responsible for determining which govern mental pcnrnts and approvals apply to 1ts Parcel and the extent to which they apply.
16.10. Symphony Park !he "Park" 1s or shall be an open air, open space park located wllhm Symphony Park. There will be two parts to the Park. Parcels M-1 and M-2 will be owned by the Assocrnt1on as Com mon Arca and mamtamed by the Association (the "SPMA Park'').
The pnmary portion of the Park will be Parcel M-3 which will be owned and operated by 'l11e Smith Center for Performmg Arts, a Nevada non profit corporation ("PAC"). The development and operation of the M-3 by PAC will be pur su,ml to a Decl.1ration of' Special Land U:-e Re stnctions between PAC and the Project Owner recorded 111 the Clark County Recorder of Deeds on (the "PAC Park Declaration "). By accept mg a deed to a Parcel or by as~urnmg the role of a Disclosures ancl \Vaivers Parcel Assoc1auon, as applicable, each Parcel
e Clark County Recorder of Deeds on (the "PAC Park Declaration "). By accept mg a deed to a Parcel or by as~urnmg the role of a Disclosures ancl \Vaivers Parcel Assoc1auon, as applicable, each Parcel ration and agrees and ,1cknowlcdges that Parcel M-{ will be operated purrnant lo tJ1e PAC Park Declaration.
It 1s ant1C1pated that the Proiect Owner will M~1gn to the Association ,111 of tts rights under the PAC Park Declaration to enforce the PAC P,wk Declaration. Any ,osts to enforce the PAC P,1rk Declaration shall be Common Expenses. The SPMA Park and [V\-3 are private parks and not mt.ended to be public parks and a,·e not available for gmeral use by ilie public.
16.11. Warranti(·s of Quality vided, no express warranties of quality with re spect to the Common Area, any Parcel, or any Improvement on any Par,cl, mduding any Sub Umts, are made by this Charter.
Each purchaser ol' a Sub-Unit acknowledges and agrees that tJ1e implied warranties of quality provided for w1der the Act, to the t'xlent appli cable or not otherwi:;e waived, apply to the Par cel Developer of the Parcel w,ilim which tJ1e Sub Owner or the Founder.
16.12. Initiation oflitigation by Associa tion The Association shall not m1t1atc any 1ud1cial or admm1strativc proceedmg W1less first ap proved by a vote of Parcel Owners enutled to cast seventy-five percent (75°0) of the total votes in the As:soc1,,tion, except that no such approval shall be required for acllons or proceedmgs: (a) 111illated dunng the Founder Control Pc nod with tlw Founder',; approval; (b) mit1ated to enforce the prov1s1ons of this Charter, mcludmg collect10n ol ,1sscssments and
for acllons or proceedmgs: (a) 111illated dunng the Founder Control Pc nod with tlw Founder',; approval; (b) mit1ated to enforce the prov1s1ons of this Charter, mcludmg collect10n ol ,1sscssments and l'oreclosure of liens; 51 (c) m1llated to challenge ad mlorem t.ixauon or condcmnallon pruccedmgs; (d) m1ti,ll<'d agam,;t any conu-,,ctor, vendor, or supplier of good~ or services ari:smg out of a (e) to defend claim:,; filed agam:,;t the Assoc1a t1011 or to ''""ert counterclaims m proceedi ngs mstJtuted agamst 1t.
Th1:s secuon :-hall not be amended unless such amendment b approved by the founder, during the Devdopment and Sale Penod, and by the same percentage of votes necessary to institute proccedmgs.
Chapter 17 Rights of Lenders In order co enhance each Parcel On-ner's abi/itJ co obwin fmancin9 far che purchase cmd dc,·elopment ef Its proprrff, chis chapcer secsfanh ,·arious prol'iswns for I he benefit ef h-nders who make IIIOrlSase loans and far 1he benefit ef rho~e c19enc1es II h1ch 9uaramee and insure 111ort9a9e loans made by msmucional lenders.
The followmg prov1s1ons arc for the benl'fit of holders, msurcrs, and gi1ar,mtors of Mortgages in Symphony Park. The proY1sions of this chapter apply lo both tlu,-Charter and to the By-Laws, notwithstandmg any other proYiswn:i contained therem.
17. I. Notices of Action A bolder, insurer, or guarantor ot a Mortgage wh1ch provides a wntlen request to the Associa l10n (such request to state: the name and addrc:.-s of' :mch holder, insurer, or guarantor and the legal descnption and street address of the prnpcrt y to which 1ls Mortgage relates, thereby beconung an "Eligible Holder"), will be entitled lo timely ',Hillen noliCC or: (a) Any condemnation loss or any casualty
tion and street address of the prnpcrt y to which 1ls Mortgage relates, thereby beconung an "Eligible Holder"), will be entitled lo timely ',Hillen noliCC or: (a) Any condemnation loss or any casualty loss wh1cb affect:-a matcnal p01·t1on of' Symphony Park or which affects any Parcel on which there is Eligible Holder; sessments or charge:, owed to the Assoc1alion by a Parcel ,ubJect lo the Mortgage of such Ehg1blc Holder, where such delmquency has contlllucd for a period of :;ixty (60) days, or any other viola lion of the Govern111g Documents relating to such Pa.reel or the Parcel Owner or occupant which is not cured wllh111 sixty (60) days; or il'ication of any msurancc policy mamtamed by t.hc Assoc1at10n.
52 17.2. No Priority No prov1s1on of tl1JS Charter or the By-Laws gives or shaH be comtrued as g1vmg any Parcel Ownc1-or other party priority over any rights or the Mortgagee of any Parcel 111 the case of dbtri b1.1t1on to such Parcel Owner or msurance proceeds or condemnauon awards for losses to or a tak111g of the Common Area.
17.3. Notice to Association Upon reque:it, each Parcel Owner shall be ob ligated to furnish to the Associallon the name and address of the holder of any Mortgage encumber mg such Owner's Parcel.
PART FIVE: COMMUNITY DEVELOPMENT Chapter 18 Expansion of the Communit y The Founder or rhe Assocwuon nw_v ttxpand the 1n1chis chap1er.
18.1. Expansion by Founder From ume to llme, the Founder or Lhe Proiecl Owner may submit to the lerms of this scribed on Exhibit "8" (" Additional Proper
.1. Expansion by Founder From ume to llme, the Founder or Lhe Proiecl Owner may submit to the lerms of this scribed on Exhibit "8" (" Additional Proper ty") by recording a Supplement dc:;cnbing the add1t10nal property lo be subnutted. The Found plement without the consent of any Person ex cept the owner of such property .
The Founder',- or the ProJect Owner's nght unilaterally to expand Symphony Park under this section expires at the expiration of thl' Develop ment and Sale Pcnod.
Notlung m th1:< Charter shall rcgu1rc the al Property to this Charter or to develop any of Lhe Add1t1onal Property m any manner whabocv cr. Different parcels of property m,1y be submit ted to this Charter al different times. No a:;sur anccs are oiven as to the bow1danes of the parcels that may be submitted to the Charter or to tl1e order in which different parcels of prnperty may be submitted lo this Charter.
18.2. Expansion by the Association The Association also may :;ubmit additional property to this Charter by recordmg a Supple ment descnbmg the additional property. Any Supplement which the Association records must be approved by Parcel Owner,; ,·epresenting more than fif't y percent ( 50° 0) of the total votes 53 m the Assoc1,1t1on at a meeung duly called lor mch purpose and by the owner of tht' property to be submitted. In add1twn, dunng the Develop· ment and Sale Period, the Fo11nder's consent 1s rec1urred. The Association's President and Secre tary, the owner of the properly, and the Found er, ,r the Founder's consent 1s rcqrnred, shall sign the Supplement.
18.3. Additional Covenants and Ease ments
. The Association's President and Secre tary, the owner of the properly, and the Found er, ,r the Founder's consent 1s rcqrnred, shall sign the Supplement.
18.3. Additional Covenants and Ease ments Any Supplement ilial the Founder records may impose additional covenants and easements on the property described in such Supplement, such as covenants obligating the Association to mg the Assoaallon lo recover its co::.ts through ' ' Service Area Assessments . Such provmons may be included m a Supplement submitting new property to this Charter or may be set forth 111 a ,;eparntc Supplement applicable to 1)ropcrty pre viously submitted to this Charter. The Supple ment mu:,;t be signed by all owners of property encwnbered by the Supplement. Any Supple ment may add to, create excepuons to, or oth erwise modify the term::-of this Charter as it ap plies to ilie additional property described in the Supplement, m order to rellect the dJTerent cha racter and mtcnclcd use of :;uch property.
18.4. Effect of Filing a Supplement A Supplement shall be effective upon record ing unless otherwise specrlkd m lhc Supplement.
ditional Property made subicct to this Charter shall be assigned voting rights 111 ilie A~sociallon ,md assessment liabt!tty based upon an assignment of Equivalent Lim ts, as described m Exh1b11 "D."
Chapter 19 Additional Reserved Rights This chapter reserres rnrious ri9h1s to rhe Founder.
in addirion co chose spccif)caltr reserved else,rherc ,n che Go1-ernin9 Document s, in order to fan/11ace che ests of the Pro1ecc Owner and the Founder.
o1-ernin9 Document s, in order to fan/11ace che ests of the Pro1ecc Owner and the Founder.
19.1. Special Developmental Rights ln add.tuon lo the nght:-::pec1fically reserved to the Founder under Chapter 1 S with respect lo expandmg Symphon)' Park, the Founder res<:rvcs !'or llself and any Parcel Developer the Fow1der approves for such purposes, durmg the Develop mcnt and Sale Penod: (a) the nght to complete on property the Project Owner, the Founder, or any Parcel De veloper owns, any Improvement:; indicated on Plats and development plans recorded with th1:; Charter, or the Ma~ter Plan; (b) the nght lo exercise any of the followmg rights "clcvclopmenlal right/' (as defmed 111 the i\t:t).
(i) the nght lo expand the Commun1ly as provided m Chapter 18; (11) the right to creale additional Parcel~ up to the maximum number permitted under Section 3.1, Common Areas, and Limited Com mon Areas, and lo designate roadway,;, w1thm any portion of the Com1111u11ty which the Proiect Owner, the Founder, or any Pared Developer owns, provided, however, that to the extent lhat a Parcel Owner':: Parcel 1s negatively afTcctcd by any such act10n on such Parcel Owner's Parcel, the con::.ent of the rci:pec:uve Parcel Owner will be reqlllred; (iii) t11e nght to subd1v1dc or combme Parcels the Project Owner, the Founder, or an)' the Proiect Owner, the Founder, or any Parcel Developer owns 111to Common Areas, Limited er, thal lo tht' extent lhat a Parcel Owner's Par cel 1s negative I y affected by any ~uch action on such Parcel Owner's Parcel, the consent of the
Limited er, thal lo tht' extent lhat a Parcel Owner's Par cel 1s negative I y affected by any ~uch action on such Parcel Owner's Parcel, the consent of the re~pecuve Parcel Owner will be required; (iv) subject to Section 19.2, the right to wllhd.t·aw from the Community any Parcel or any port10n ol a Parcel not yet conveyed to a Person other than a Parcel Developer, sub1ect to such local govc1nment approvals as may be reguircd; and (v) the nght to reconfigure the bow1da nt'S or lhe Common Area and the right to grant casements for use of sidewalks and streets within Symphony Park; (c) the right to mamtam sales offices, man agement offices, and advertising signs on the proper\ y described m Exhibits "A" and "B," as ,et lurth m Sect 1011 19. 3; (d) t11e right of access over the Common A1·ea for the purpose of making improvements w1th111 tht· property described m Exhibits "A" and "811; (e) the nght to close slJ·eets and sidewalks w1tlun Symphony Park to allow the!J' use for spe· c1al events; (I) the right to merge or consolidate the As soc1at1on vvHh another common interest commu· nity of the same t'onn or ownership; and (g) the right to appoint and remove cl1rectors and officers or the Association during lhe Founder Control Period as provided 111 the By.Laws.
Addition al Reserved Rights 19.2. Withdra,val of Property rhc Fmmder or the Pro1ect Owner shall have the tm1latera l nght during the Development and Sale Penod to ,1mend this Charter to withdraw any unimproved portwn of the Community from the coverage of tlus Charter whether ongmally described m Exhibit "A" or added by Supple ment. The Fow1der or the Project Owner may separately exercise such right as to each poruon of the Com1mm1ty which is the subject of a sepa
hether ongmally described m Exhibit "A" or added by Supple ment. The Fow1der or the Project Owner may separately exercise such right as to each poruon of the Com1mm1ty which is the subject of a sepa rately recorded Plat; however, the F0tmdcr or tl1c Proiect Owner may not exercise such right with respect to an} property on a particular Plat after a Parcel shown on such Plat has been con veyed to a Person other than a Parcel Developer.
"Unimproved" means that no permanent :1truc ture has yet been completed on the property.
Any such amendment shall not require the con sent of any Person oilier than the owner(s) of the property to be w1ilidrawn. If the property is Common Area, the Assoc1at1on shall consent to such w1tl1drawal.
19.3. Construction and Marketing and Sales Activities Notw1thstandmg anything 111 the Governmg D0ctm1ent:: to the contrary, <lurmg tl1e Deve 1opment and Sale Period the Founder and its de ,:1gnces or assigns may construct, use, and main tam upon portions of the Common Arca and oth er property 1t or any of the Project Owner owns, such faciln1es and activ1t1es as, 111 the Fotmder's opm1on, may reasonably be required, convcmcnt, or incidental to the construction or marketmg and sale of Parcels. Such permitted facil1t1cs and (whether hung from Oag poles or attached to a structure), barmers, balloons, sales olTices, hold lighting features or displays.
19.4. Right to Replat Durmg the Development and Sale Period, the Proiect Owner may ::ubd1V1de or otherwise replat 55 property that tJ1e Proiect Owner owns and con vert Parcels that the ProJect Owner owns mto Common Area or tile Project Owner may con vert any Common Area that the ProJect Owner
r otherwise replat 55 property that tJ1e Proiect Owner owns and con vert Parcels that the ProJect Owner owns mto Common Area or tile Project Owner may con vert any Common Area that the ProJect Owner owns mto Parcels. The right of any Parcel Own er lo replat it:,; Parcel JS subject lo the Founder's approval dunng the Development and Sale Penod and, tl1ereafter, the Associat1on1 $ approval, pro vided th,11 Lhe creation of Sub-Units by a Parcel 19.5. Right to Approve Changes in Sym phony Park Standard s Dunng tl1e Development and Sale Period, no amendment to or mod1ficat1on of any Rules shall be effective without pnor notice lo and the writ ten approval of the Founder.
19.6. Right to Use Common Area for Spe cial Events During the Development and Sale Period the Founder may use the Common Area to sponsor ical, or marketmg purposes (and may, for such purposes, among other thmgs, close streets and sidewalks w1thm Symphony Park), subject to the l'ollowmg cond1t1ons: (a) tile availab1lity of the facilities at the time requested; (b) tile Founder shall pay all costs and ex penses incurred and shall indemnify tile Associa tion against any loss or damage resulting from the special event; and (c) the F0tmder shall return the fac1l1lies and personal property used in conjunction with the d1t1on as existed pnor to the special events; and (d) the Founder shall add any affected Parcel Owner as an additional msurecl on any msurance coverage obtained speufic:ally m c01mecuon with such event.
Additional Resen eel Rights nghb lo d1ar1tahll• or!!.mi2at10n, or found,Hions
any msurance coverage obtained speufic:ally m c01mecuon with such event.
Additional Resen eel Rights nghb lo d1ar1tahll• or!!.mi2at10n, or found,Hions Ill la,, or t'Clllll)', and hy the ll'rms ol tl11s Ch,lrh'r.
tions ,my porllon of dw Comnnmny without the such mstrument reconkd w1thmll the Founder's t:onscnl sh.ill be void and of no force and effort.
19.7.
19.8. b.dusiYe Rights to Use Name of Development no Per,on sh,111 u~e till' name "Svmphony Park," any denv,lll\ e of sud1 name, any assol'i,ned nated ,,nh "ymphony Park 111 any pnntl'd or promollon,11 mat.:n.il without t!K Foundt>r':- prior w1thm Symphony P,1rk, ,md the A:-sonallon sh,,11 he cnlitkd to use tht• word ""iymphony P,1rk" 111 tts namt•.
19.9. Right to Transfer or Assign Rights Any or ,ill of the Founder'~ :-1wnal nghts ,md
1 he cnlitkd to use tht• word ""iymphony P,1rk" 111 tts namt•.
19.9. Right to Transfer or Assign Rights Any or ,ill of the Founder'~ :-1wnal nghts ,md other Pcr:-ons. HmH·vcr, :-ud, ,l transfer ,h,111 not redtKl' an ohhg,111on nor t·nlarge J nght beyond 1h.1t wh1d1 till' Founder has undl'I" tlus ,,s;;.ignel' ,1g1ts. Till.' fon•gomg sl'llll'IKt' :;hall not ~ons to t'Xl'rnse, on J om -nnw or l11n1ted ha,1s, ,my ngln rl'H'ned lo tlw Foundl'r III this Ch.irtt•r lw necessary to rt'cord ,my ,, ntll'n assignment 19.10. Termination of Rights The Founder may l'.wrcise any ,ind .ill of tht· rights rescrwd to tht' Founder under this Ch.trtl'r with re:;pet'l to dil11.:rent portions of "iymphony with re::.p1:ct to any portion ol' the Commtmlly, it other portion of the Commumty. No as~ur,mces ol' :-such rights.
nght,; re,erwd to the Founder m this Ch.iptt·r
ol' :-such rights.
nght,; re,erwd to the Founder m this Ch.iptt·r PART SIX: PROCEDURES FOR AND LIMITATION S ON CERTAIN ACTIONS Chapter 20 Changes in the Common Area the Common :lrea, condemnauon oj the Common Area, and the general uanifer or Jed,cacwn ef the C omruon .1rea.
20.1. Condemnation If any part of the Common Area that is taken by any amhorit y havmg the power of condenma uon or eminent domam, or conveyed by or with the consent of the Association 111 lieu of and un der threat of condemnation with ::-uch approval as may be reqmred under Section 20. 3, each Parcel Owner shall be enutled to written notice of' such taking or conveyance prior to disbursement of any condemnation award or proceeds from such conveyance. Such award or proceeds shall be payable to the Allsociat1(m to be used as the Board detennmcs.
If the tak.mg or conveyance mvolve;; a portion of the Common Arca on which unprovements store or replace rnch improvements on av,1ilable remammg porllom of the Common Area, unless withm :-1xty (60) days after such taking the Founder, dunng the Fotmder Control Penod, sociation shall otherwise agree. Any "uch con strucuon shall be 111 accordance with plans ap tion 11.4-regarding funds for rc:stonng unprovc ments shall apply.
tion shall otherwise agree. Any "uch con strucuon shall be 111 accordance with plans ap tion 11.4-regarding funds for rc:stonng unprovc ments shall apply.
II' the takmg or convcyann' docs not involve any m1provement, on the Common Arca, 1f a decision 1s made not to repair or restore, or 11' net placeml·nt 1s complete, then such award or net fund, :-hall be treated 111 the si\me manner as 57 proceed:; from the sale of Common Area under Section 20.3.
20.2. Partition Except as otherwise spec1fically permllled m this Charter, the Common Area shall remam un dmded, and no Person shall bnng any acuon to partition any portion of such Common Area wllhout the written consent of all Parcel Owner::: and Mortgagees. This section shall not prohibit the Board from acquiring and disposmg of tangi posing of real property that may or may not be sub1ect to this Charter, with such approval a" may be required under Section 20.3.
20.3. Transfer or Dedication of Common Area Durmg the Development and Sale Period (a) the Pro1ect Owner or the Founder may dedicate ro,1dways within Symphony Park lo the City, or to any other local, state, or federal governmenta l or quas1-governmenta l entity, and (b) the Associ ation, upon the Founder's request and without a vote of the membersh ip, shall dedicate roadways that Jl owns to the Cny, the County, or to any other local, state, or federal governmental or quas1-govemmcntal enuty, as applicable.
The Association also (a) may dedicate por tions of the Common Area that it own~ to the City, or to any other local, :,;tale, or federal go vernn1enta l or quasi-governn1ental entity; (b)
applicable.
The Association also (a) may dedicate por tions of the Common Area that it own~ to the City, or to any other local, :,;tale, or federal go vernn1enta l or quasi-governn1ental entity; (b) may subject the Common Area that it owns lo ,1 security interest; or (c) may transfer or convey any Common Area that It owns upon the written con.:'ent of Parcel Owners representi ng al least ~evenly-five percent (75°0) of the total votes m the Association. In addition, the Founder shall Ch,111ges in the Area of Common Responsibility consent to any such action shall be requi1Td dur mg the FOlmder Control Pcnod. The proceeds from the s.1le or mongagmg of' Common Area shall be an asset of the Associ,ll1011 to he used a~ the Board determines.
No conveyance or encumbrance of' Common Area may deprive any Parcel of nghts of acccs~ or support.
20.4. Assignment and R<'assignment of Limited Common Area (a) Assiynment. Durmg the Development and Sale Period the Founder, and thereafter the Association, may designate property as Lnrntcd Common Area and assign 1t to particular Parcel:; on the recorded Plat depicting such property, m the deed conveymg such property to the Associa tion, or in a Supplement, provided, however, that any such designation 1s subiect lo the prior wntlcn consem of any affected Parcel Owner including those who will use such area. At any time during the Development and Sale Penod, the Founder may assign use of the same Limited Conunon Arca to additional Parcels.
In add1t10n to the above, the Board may desig nate any portion of the Common Arca as Limited Common Area upon approval ol the Board, Par cel Owners representing at least a maJority of the total votes m the Association, and Parcel Owners of a maJOnty of the Parcels to which the Board
Limited Common Area upon approval ol the Board, Par cel Owners representing at least a maJority of the total votes m the Association, and Parcel Owners of a maJOnty of the Parcels to which the Board proposes to assign such L1m1tecl Common Area, except that no such assignment shall have the ef fect of denymg any Parcel Owner access to such Parcel Owner's Parcel without such Owner's consent. Durmg the Development and Sale Pe riod, any such assignment shall abo requu-c the Founder's written con~ent.
(b) Reassi9nment. Limited Common Area, once as.~1gned, may be reassigned only with the fected by such reassignment.
58 Chapter 21 Termination and Amendment of Charter This chapter seis oui procedures b,1 nhich ihe Pro1ect Owner, rhe Founder, rhe Bo,1rd, or the P,1rcel Onnas ma) amend this Churrer w address changes 111 rhe plans, needs, or desires ef S,rmphon_v Park.
21.1. Term and TE'nuination Tim; Charter shall be of perpetual duration unless termmated 111 the maimer provJCkd m ~116.2118 or the Act by agreement signed b) Parcel Owners representing eighty percent (80° o) of the total votes 111 the Associallon.
If any provmon of tlus Charter would be un lawful, void, or v01dable by reason of any rule restricting the pcnod of lime that covent1nts can affect tllle lo property, that prov1:,1on shall expire twenty-one (21) years after the death of the last sur,ivor of the now hvmg descendants of Eliza beth !I, Queen of England.
ln add1uon to the above, the Founder'~ and the ProJect Owner's consent shall be re9uircd to terminate this Charter durmg the Development This section shall not permit termmat10n of any ea,-cment created in th1:; Charter without the coment of the holder of' such easement.
21.2. Amendment
s Charter durmg the Development This section shall not permit termmat10n of any ea,-cment created in th1:; Charter without the coment of the holder of' such easement.
21.2. Amendment (a) By the Founder. The Founcler may un1lat..-rally amend this Charter: (1) to correct clcn cal, typographical, or teduucal errors; (11) to comply with any applicable governmenta l statute, rule, regulauon, or 1ud1c1al deternunatJon; (11i) 10 comply with the rec.iuu-ements, standards, or guideline,. or any imtJtutiona l or governmenta l lender, insurer, or guarantor of mortgage loans, mdudmg, for example, the Federal NaUonal Mortgage Associallon or Federal Home Loan Mortgage Corporation; (1v) to as,.1gn Common 59 Arca as Umucd Common Arca pursuant to Sec uon 3. I; (v) a,-necc,,-ary to exercise the nghts reserved to thl' Founder under SecUon 18. I and :--t•ctton 19. l ; and ( v1) otherwise as perm ittcd by the Act.
(b) By the Association. The Asrnciation may amend this Charter: (1) to assign Common Arca and Lurntcd Common Area pursuant to Sec lion 20.+; (11) to subd1v1de a Parcel or relocate boundaries between Parcels upon application of the Owner(:-:) of the affected Parcel pursuant to q111red by the Act.
Any amendment pursuant lo tlus section shall be prepared, executed, certified, and recorded on behalf of tl1c Assoc1at10n by any officer desig nated for ::uch purpose 01-, in Lhe absence of such des1gnat1on, by the A:-soc1ation's President.
( c) BJ' the Owners. Except as otherwise spccif'ically provided above or in the Act, and subject to any l1m1tations imposed by the Act, thi,, Chartt:r 111t1y be amended only by: (1) the aflirmauvc vote or written con sent, or any combmation the1-eof, of Pared Own
bove or in the Act, and subject to any l1m1tations imposed by the Act, thi,, Chartt:r 111t1y be amended only by: (1) the aflirmauvc vote or written con sent, or any combmation the1-eof, of Pared Own ers representmg Parcels to which at least 670,'o of the total vote" 111 tl1c Assoc1at1on are allocated; and (11) during the Development and Sale Penocl, the Founder's written consent.
(d) Validit)' and Effective Date. No amendment may remove, revoke, or modify any right or pnvilege of the Founder without the written con~ent of the Founder (or the assignee or such right or pnvilegc).
If a Parcel Owner ccm:;ents to any amendment lo this Charter or the By-l.,1w~, 1t will be concluTerminati ons and Amendu1ent of Communit y Charter s1vdy pre:,;tuned t.h;it rnch Parcel Owner has the authonty to consent, and no contrary provision in any Mortgage or contract between the P,1rcel Owner ,md a third part) will affect the validity of such amendm<.'nl.
Any amendment ~hall become effective upon recordmg unless a later effective date is specified 111 the ,1mendment. Any pron·dura l challenge to an amendment must be made wnlun six months of its rl'Cordat10n or 1t :;hall be pre~umed that ;;uch amendmem was validly adopted. In no event shall a change of conditions or circurns l,mce:-operat<: Lo ,1mcnd any provisions ol' this Chart.er.
and "G" arc mcorporated by this reference, and this chapter shall govern amendment of those exlub1t,. Exh1b1t "C" 1s incorporated by this ref erence and may be amended under Chapter 7 or pursuant to this section. Exh1b1t "E" is attached lor mformational purposes and may be amended as provided m that exhibit or m the prOVlsions of this Charter that refer to such exh1b1t.
60
hapter 7 or pursuant to this section. Exh1b1t "E" is attached lor mformational purposes and may be amended as provided m that exhibit or m the prOVlsions of this Charter that refer to such exh1b1t.
60 THIS AMENDED AND RESTATl::D COMMUNITY CHARTER FOR SYMPHONY PARK 1~ 2011.
NEW! AND REAL ESTATE GROUP, LLC, .i Dcl,nvarc limited liahility company By, \W"',.
Name: Sam Gladstcm CITY PARKWAY V, INC., a Nevada non-profn corporat1on SYMPHONY PARK MASTER ASSOCIATION, INC., a By: Name: Tnlc: CITY PARK\VAY IVA, INC., a Nevada non-profit corporation By ~1!Lhd( Name: EliabethN . Fretwell Title: President CITY OF LAS VEGAS NEVADA, a Pol1ucal :.;ubd1v1~1on of the State of Nevada Title: Mayor 61 OFFICE DISTR1CJ PARKING I, INC., a Nevada nonprofit corporation Title: President STATE OF NEVADA O)UNTY OF ClARK knm,vn to me to be the permn whose name 1, subscribed to the ,,bovc mstrument who acknowledged that s/he executed the lll:>trllmcnl.
[NO'! ARIAL SEALj JOANN CROLL!
Norary Public-Stare of Nevada APPT NO 02-79131-1 My App Expites September 1 a, 2014 STATE OF NEVADA ) ) COUNTY OF CLARK ) My Comm1ss101 known to me to be the person whose name 1s subscribed to the above mstrument who acknowledged that s/hc cxcc.:utccl th..: mstrumcnt.
[NOTARIAL SEAL] My Commission E · 62 STATE OF NEVADA ) )
personally known to me to be the person whose name 1s subscribed to the above mstrument who acknowledged that s/hc cxcc.:utccl th..: mstrumcnt.
[NOTARIAL SEAL] My Commission E · 62 STATE OF NEVADA ) ) COUNTY OF CLARK ) known to me to be the person whose name is subscrioed lo the above instrument who acknowledged that s/he executed the instrument.
[NOTARIAL SEAL] • KIM A. BARRERA Notory Public State of Newdo No. 99-50021-1 My appt. exp. Oct. 25, 20U STATE OF NEVADA ) ) known to me to be the person whose name is subscribed to the above instrument who acknowledged that s/he executed the instrument.
[NOTARIAL SEALl • KIM A. BARRERA Notory Public State of Nm,do No. 99-50021-1 63 ~TATF OF NEVADA ) ) COUNTY OF CIARK ) known to me to be t.hc persm1 who:-e name 1s sub:scnbed to the above mstrumcnt who ,Kknowle<lgcd t.hat s/he executed the u,~t.nurn:nt.
!NOTAR IAL SEAL) • KIM A. BARRERA Notary Public Slot• of M...-ocla No. 99-50021 -1 My appt. exp. Od. 25, 2014 STATE OF NEVADA
STATE OF NEVADA known to me to be the person whose name is sub;:tT~ed to the above mstrurr1cnt who acknowledged that.
s/he excn1tccl the mstnm1ent.
[NOTARIAL SEAi] • STACEY CAMPBELL Notary P'ublk State of Mowdo No. 0-4-927 '40-1 My appt. exp. Od. 1", 2012 I EXHIBIT "A" Land Initially Submitted EXIIIBIT A LEGAL DESCRIPTION OF SYMPHONY PARK LOT 5 OF PARKWAY CENTER. A COMMERCIAL SUBDIVISION RECORDED AT TI IE OFFICE OF THE CLARK COUNTY, NEVADA RECORDERS OFFICE AS BOOK 53, PAGE 61.
EXCLUDING THEREFROM THE FOLLOWING PARCEL: A COMMERCIAL SUBDIVISION" RECORDED IN BOOK 53, PAGE 61 OF PLATS ON FILE AT THE CLARK COUNTY. NEVADA RECORDER'S OFfICE AND LYING WITHIN THE SOUTHEAST QUARTER (SE Y-1) OF THE NORT1 !EAST QUARTER (NE ~) OF SECTION 33, TOWNSHlP 20 SOUTH, RANGE 61 EAST, CITY OF LAS VEGAS, CLARK COUNTY , NEVADA, M.D.M., DESCRIBED AS FOLLOWS: COMMENC ING AT TI IE CENTERLINE INTERSECTION OF GRAND CENTRAL PARKWAY AND BONNEVILLE AVENUE AS SHOWN ON SAID PLAT; THENCE ALONG THE CENTERLINE OF SAID GRAND CENTRAL PARKWAY, NORTH 03°50"03" WEST. 209.30 FEET TO THE BEGINNING OF A CURVE, CONCA VE SOUTHEASTERLY , HAVING A RADIUS OF 500.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE. THROUGH A CENTRAL ANGLE OF 27°16'04", AN ARC LENGTH OF 237.96 FEET; THENCE DEPARTING SAID CENTERLINE. SOUTH 66°33'59" EAST, 50.00 FEET TO THE EASTERLY RIGHT-OF-WAY LINE OF SAID GRAND CENTRAL
ID CURVE. THROUGH A CENTRAL ANGLE OF 27°16'04", AN ARC LENGTH OF 237.96 FEET; THENCE DEPARTING SAID CENTERLINE. SOUTH 66°33'59" EAST, 50.00 FEET TO THE EASTERLY RIGHT-OF-WAY LINE OF SAID GRAND CENTRAL PARKWAY: THENCE CONTINUING SOUTH 66°33'59" EAST 3.37 FEET TO THE POINT OF BEGTNNING: THENCE SOUTH 62°20'53" EAST, 388.49 FEET; THENCE SOUTH I7°53'58"' WEST.
124.13 FEET TO THE BEGINNING OF A CURVE, CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 30.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 29°42'33", AN ARC LENGTH OF 15.56 FEET TO A POINT OF NON TANGENCY, TO WHJCH A RADIAL LINE BEARS SOUTI I 42°23'29" EAST AND TO THE NORTHERLY RIGHT-OF-WAY LINE OF SAJD BONNEVILLE AVENUE; THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE SOUTH 8I009'5T WEST, 270.39 FEET TO THE BEGINNING OF A CURVE, CONCA VE TO THE NORTHEAST , HA YING A RADIUS OF 55.00 FEET; THENCE NORTIIWESTERLY Al ONG SAID CURVF. THROUGH A CENTRAi ANGLE OF 95°00'00'". AN ARC LENGTH OF 91.19 FEET TO THE EASTERLY RIGHT-OF-WAY LJNE OF SAID GRAND CENTRAL PARKWAY : THENCE ALONG SAID EASTERLY LINE NORTH 03°50'03" WEST, 94.72 FEET TO THE BEGINNING OF A CURVE, CONCA VE TO THE SOUTHEAST, HA YING A RADIUS OF 450.00 FEET; Tl !ENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 24°36'50", AN ARC LENGTI I OF 193.32 FEET TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 25.00 FEET, FROM WHTCH BEGINNING THE RADIUS BEARS NORTH 69°13'13"' WEST: THENCE NORTHEASTERLY ALONG SAID CURVE. THROUGH A CENTRAL ANGLE OF 12°03'21''; AN ARC LENGTII OF 5.26 FEET; THENCE NORTH 32°50'08" EAST, 15.81 FEET TO THE POTNT OF BEGINNING.
BASIS OF BEARING NORTH 03°50'03" WEST. BEING THE BEARING OF A PORTION OF THE CENTERLINE OF
F 12°03'21''; AN ARC LENGTII OF 5.26 FEET; THENCE NORTH 32°50'08" EAST, 15.81 FEET TO THE POTNT OF BEGINNING.
BASIS OF BEARING NORTH 03°50'03" WEST. BEING THE BEARING OF A PORTION OF THE CENTERLINE OF GRAND CENTRAL PARKWAY AS SHOWN IN BOOK 53, PAGE 61 OF PLATS ON FILE AT THE CLARK COUNTY, NEVADA RECORDER'S OFFICE, CLARK COUNTY , NEVADA.
END OF DESCRIPTION.
EXHIBIT "8" Additional Property [ATTACH MAPJ Note to clerk and title examiners: scribed in this Exhibit "8." Such title may be encumbered only with the consent of the owner of the applicable property by filing a Supplement in accordance with Chapter 18.
The property north of Bonnevill", ('ast of Interstate High-way I-15, south of Interstate High~,,ay 95 and west of the Symphony Pacific Railroad tracks.
EXHIBIT "C" Initial Rules The purpose of Rules 1s not lO anticipate all acceptable or unacceptable behavior in advanct'. It 1s ex prc,;sly intended that tht' Boa.rd, ~ appropriate, have discretion to approve or disapprove actiom or items, or to enforce or not enforce tcclu11cal violauons of the Govcrnmg Docwnent~, based upon cons1derauon:,; com1stcnt wuh thl' Governing Documents. A)!. :;:uch, while something may be approved or permitlcd w1der rights, nor shall n preclude the Board from tak.mg enforcement acuon m any circumstances it deems appro priate.
The following shall apply to all of Symphony Park until such umc .is modtl'1cd pursuant to thi~ Charter.
n preclude the Board from tak.mg enforcement acuon m any circumstances it deems appro priate.
The following shall apply to all of Symphony Park until such umc .is modtl'1cd pursuant to thi~ Charter.
I. General. Symphony Park shall be used only for purposes consistent w1U1 the Master Plan and Ll1e Governing Ooctunents.
2. Restricted Activities. Unless expressly authorized by, and then subject to such cond1t1ons as may be imposed by, U1c Board, the followmg activities arc proh1b1ted w1Llun Symphony Park: a. Parkmg any vehicles m designated "no parking" areas, or parking of mobile homes, recreational vehicles, boats and other watercraft, and trailers 111 areas other Ll1an those designated for such pw·poses; proncled, construction, service, and delivery vehicles shall be exempt from this prov1s1on dur111g normal busmess how-s for such penod of tune as 1s reasonably necessary to provide service or to make a delivery to any Parcel or U1e Common Area and temporary marketing and construction tnulers arc permitted in areas the Founder or the Board designates. Keep111g stored or inoperable vehicle::- anywhere witlun Symphony Park ts prohibited, except that velucles may be stored 111 assigned parking space!! 111 residential develop ments; b. Rais111g, breedmg, or keeping anunals, except that a reasonable number of dogs, cats, or other u:<ual and common household pets may be kept m a res1dent1a l dwelling. Ammals brought mto Symphony Park shall be kept on a leash or 0Ll1erw1sc conf111cd in a manner acceptable to the Board. Any animal which 1s pern1itted to roam free, or, in the Board's sole discretion, make$ obJecllonable nmse, endangers the health or safety of any md1v1dual or other animal, or constitutes a mnsance or 111convemcnce shall be re
tted to roam free, or, in the Board's sole discretion, make$ obJecllonable nmse, endangers the health or safety of any md1v1dual or other animal, or constitutes a mnsance or 111convemcnce shall be re moved upon the Board's request. If the ammal's ovvner fails to honor such request, the Board may remove or prov1de for the removal of the animal from Symphony Park; c. Any activity that emits foul or obnoxious odors or creates excessive noise or other cond1t1ons that tend to disturb Ll1e pe,1ce or threaten the safety of others, each as determined 111 Ll1e Board's rearnnable d1scret1011; d. Any activity that violates local, state, or federal law~ or regulations; however, the Board shall have no obligation to take enforcement action m Ll1e event or a vrolauon; c. Activities that tend to cause an lmclean, unhealLl1y, or unudy condition to ex1$t outside or en clo~ed :,;trnctures; f. Any noxious or offen:;1ve acttv1t y which m tlw Founder':- or Lhe Board's rca:<011.1ble detcrmmatlon tends to catLse embarrassment, d1scomforl, annoyance, or nuisance to persons usmg Lhc Common Area or ol11er portions of Symphony Park; of permitted construction; h. Lbe and d1sch,1rge of ftrccrackcr, and other fireworks, excepl that the-1\ssociallon may sponsor or oilierw1se pcrmn structured and supervised fi1-cworb displays from llme to tmw; 1. Accumulation of rnbbbh, trash, or garbage except between regular garbage pick ups, and then only m approved contamers; j. Dbcharge of' firearms; provided, the Board shall have no obltg,Hwn to take act10n lo prevent or swp such discharge; k. On-site storage ol fuel, except iliat a reasonable amount of fuel may be stored for emergency
firearms; provided, the Board shall have no obltg,Hwn to take act10n lo prevent or swp such discharge; k. On-site storage ol fuel, except iliat a reasonable amount of fuel may be stored for emergency purposes and, maintenance vehicles, generators, and sinular equipment; I. Any act1v111es which matenally disturb or destroy ilie vegetation, wildlife, wetlands, or auc1uality within Symphony Park or which use exce:mvc amounts of water; m. Any mod1ficat1on of anyiliing, permanently or tcmporanly, on any Parcel, whether such por tion 1s m1pr0Yed or mumproved, except m stnct compliance wiili the provision:, of Chapter 5. This shaJJ mclude, w1thout lun1tat1on, signs, fences of any kind, and satellite dishes and antennas, except iliat: lo-home satellite services, that is one meter or less m diameter and fully hidden from view; or surement (collect1vcly, "Permitted Antennas") shall be pem11tted on Parcels, subiect to such reasonab le requirement:; as lo location and screening as may be set forth m the Rules consistent with applicable law, m order to mmumze obtrusiveness a:< viewed from streets and adjacent property, includmg views lo rooftops from adJaccnt bwldmgs. The Founder and/ or the Assoc1at1on shall have ilie nght, without obhgauon, to erect an aerial, satellite dish, or other apparatus for a master antenna, cable, or other commu111cat1on sys
nt bwldmgs. The Founder and/ or the Assoc1at1on shall have ilie nght, without obhgauon, to erect an aerial, satellite dish, or other apparatus for a master antenna, cable, or other commu111cat1on sys tem for the benefit of all or a portton of Symphony Park, should any master system or systems be utili,-e<l by the Assoc1at1on and require sud1 exterior apparalus; and wheilier for :'ale or for free chstnbution or otherwise, of any magazines, newspapers, pcnocl1cals, llyer~ or any other written material many format whatsoever, mcludmg, withoul lim1tallon, d1g1tal format.
2 3. Prohibited Conditions. Thl' followmg shall be proh1b1ted at Symphony Park: ,1. Plants, an11n,1b, devices, or other thmgs of any sort whose acuviues or existence in any way is noxious, dangerou~. unsightly, unpk-.is,mt, or of a nature as may dimmh,h or destroy the enjoyment of SymphonJ Park; come rusty, dilapidated, or otherwise- fallrn mto disrepair; and 4. Use of Symphony Park Logo and Name. All Parcel Owner:; arc required to use the name "Symphony Pa1·k" m ,my printed ,md promot1on;il matter and advcrtJsmg in c01mection w1Lh the marketing proved logo and graphic::- for Symphony Park.
5. Special Events a. At tune~ Assonation Common Area, if any, may be rented to an event planner or outside agency for use of a private party, event or activity. Areas outside a Parcel may be used for display or tralTic
a. At tune~ Assonation Common Area, if any, may be rented to an event planner or outside agency for use of a private party, event or activity. Areas outside a Parcel may be used for display or tralTic !low reasons. At no tune wdl the entrance to a Parcel be blocked or traffic diverted for a significant penod of tlll1C.
b. Part1c1pation by users of Symphony Park al special events 1s encow·aged however any booths or sales act1v1ty outside the tenant ~pace 11110 the Assoc1at1011 common area must be approved in writing and in advance of event by the Association for content and product line. Upon approval, it is the responsibility of the Parcel Owner to ob tam the proper permits, licenses and report associated revenues appropnatel y.
tional vehicles w1thin Symphony Park includmg des1gi1ated and attached parking structures.
7. Vt"hicle access a. Assoc1at1on staffed golf or utility carts will be allowed to transport supplies and trash and for general mamtcnant·e.
b. !'he cost Lo repair any damage to the Common Area or Perimeter Areas in any form may be assessed against the Parcel Owner who directly or indirectly caused the damage.
c. Loading and unloadmg 1s to take plac:e at designated areas only.
d. Unauthorized ,elude~ are :;ubJt'Cl to fme!i as outlined in the "Penalty and Fine Policy" may be towed al the vehicle owner's expense.
e. Parkmg 1:c. allowed in de!i1gn,ltecl parking areas only.
3 r. Skatebo,u-d,;, bicycles Skateboards, bK)Tles and simil,1r devices may not be ncldcn on walkways in the Common Areas or the Perimeter Areas. Scooters, wheelchairs and similar devices use by disabled pcr,-ons are penmtled on walkways m the Common Areas or the Perimeter Areas.
8. Utilities
walkways in the Common Areas or the Perimeter Areas. Scooters, wheelchairs and similar devices use by disabled pcr,-ons are penmtled on walkways m the Common Areas or the Perimeter Areas.
8. Utilities trols associated with Common Areas or the Pcruneter Areas.
ties, to the tenant space that 1s responsible.
c. Lbe of utility connections m Common Area or the Penmcter Area must be approved by the As soc1atton.
9. Animals a. Persons with animals are responsible for cleaning up and properly d1sposmg of waste.
b. Animals should be kept on a leash at all times. Owners .lre responsible for the acllom of their animals at all times while in Symphony Park.
c. No animals other than househol d pets and service ammals are allowed at Symphony Park with ot1t the consent of the AssociatJon which may impose cond11tons 111 granting such consent at its sole d1scre uon.
10. Liability.
a. Persons using the Common Arc,1s or 1.he Peru11etcr Areas for any reason, do so at their own risk and sole 1·espons1b1lity. The Association docs not assume re:;ponsib1lity for any occlu-rence, accident or mJury a:; a result of using the premises.
b. Parcel Owners and Lhc1r users are responsib le for the act10ns of their :.laff, conu·acted labor and gtiests. Any damage arising from mappropnatc behavior or acuom, will be the respons1b1 lity of the Parcel Owner.
c. Proof of General L1ab1!t1.y lmlll"ance for special events .md other tenant/ owner 01· gtiest sponsored event 1s to be provided to the Association in advance of ~chedule/approvcd event.
11. Street Level Store Fronts, Facade and Lighting
nce for special events .md other tenant/ owner 01· gtiest sponsored event 1s to be provided to the Association in advance of ~chedule/approvcd event.
11. Street Level Store Fronts, Facade and Lighting a. Storefront signage must be m accordance wiLh the Design Standards.
b. Add1Ltonal s1gnage for spenal events or promoliom must be approved through the A~sociat1on.
+ lowed. c. S1gnagc m wmdows or door~ consisting of tapt' and paper or hand wrntcn signs arc not ald. "Open" or "Closed" signs must he pl,,ct•cl m tlw -..vmdow or door of 1.hc store. S1gnage placed m planters, mlls1de the store (such as a "sandwich board"), or mounted on the store cxlenor musl be ap pro\ed by the Assoc1,111on.
c. Associauon m.1y n·9u1re ::1gnage for an evenl 1:: posted m shop:-. Placement will not inlerfere w1lh shop merchandm:, displays or theme L No external speakers, telev1s1on;;, music device or public ,1cldrc~,-system, other than those placed by the Association will be allowed unless authon:l'cd in wntmg, in advance, by the A~sociation.
must be approved in advance by the Association.
Symphony Park Common Area Mainl<'nance 1. Symphony Park Common Area Cleanliness a. Symphony Park is to rcmam free of litter and trash al all times. Standard shift times will be dctermmed for ongomg trash removal m the public areas. The ::-haft lime,-may be ad1usted due lo special events or promotions throughout Symphony Park.
b. Public Restrooms are to be used for general use. Any acts such as cleaning tools, paintbrushes or any manner other than what the facility was designed may result 111 a dean-up charge being assessed to
Public Restrooms are to be used for general use. Any acts such as cleaning tools, paintbrushes or any manner other than what the facility was designed may result 111 a dean-up charge being assessed to the party who violates. Sidewalk cleaning is lo take place so as lo not disturb guests or mtcrfere with pa tron:;/ten,mt:- of UP.
c. Building owners are 1-c:;ponsible for dcanmg wmdow:s, both interior and exterior, as well as awn mg cleaning, as necessary.
2. Trash Removal a. Common Arca Trash will be cmpued a minimum of 3 umcs per day. Broken glass, objects of danger or hazardous matenals must be identified ma separate or ,1pproved contamer as not to endanger the Assoc1at1on attendant.
tacles and all Symphony Park users must use appropn,Hc private dumpsters . Large cardboard boxes shall not be depos1t,:d 111 sidewalk trash receptacles.
c. Garbage in or out of bags shall not be placed outside of a locat1on due lo smell, rodent and aesthetic reasons.
d. The burning of trash 1:-strictly proh1b1tcd. Yiol.1lors will be subject to stnct fmcs.
5 e. Pared Owners wllh patlO, sidewalk cafcs or outside seating need to pay dost' attention to items placed on t.1bles to ensure they do not blow into public areas creating litter and are respon:c-ible for the proper dcanmg of the ,ll"ea:,: 111 and arow1d the outside common areas.
3. Gr('ast' Traps Parcel Owners and their u~crs arc responsible for performing weekly cleanmg of grease traps (1f any) by chen11c,1lly lreatmg each trap to prevent odor and a.~:.-ist in the function of the trap and appropriate pumpmg of traps.
4. Patio and T('rraces
r performing weekly cleanmg of grease traps (1f any) by chen11c,1lly lreatmg each trap to prevent odor and a.~:.-ist in the function of the trap and appropriate pumpmg of traps.
4. Patio and T('rraces a. It is the respons1b1hty of the Parcel Owners to ensure the Patio and Terrace areas arc kept clean, or ganized and 111 operationa l condition.
b. It 1s the Pared Owners respons1bil1ty to ensure tables and chairs are kept m clean and safe operational condition.
c. Item~ such as hoses, extension cords or items not relatmg to the patio operations must be stored in an area that 1s not open to guest view.
d. Public space of tenant shop shall not be used for long term or short-term storage.
e. M1stmg, m1sung how·s and m1stmg maintenance arc the sole responsibility of the building owners and/ or tenant:;.
5. Parcel J=encing All Parcel O,rners i-hall provide fencing and wmd protecllon around the perimeter of their respective Par ceb ,ll all Lune:; prior to and during construction on such Parcels, 6. Violations, Fines and Penalties To be determined by the Board of Directors of the Assoc1at1on.
6 EXHIBIT "D" Allocating Liability for Assessments, Commencement of Assessments and Allocating Votes Among Parcels for purposes of allocatmg votes m the Assoc1al1on among Parcels, each Parcel :;hall be ass1!,.med EcJUJvaknt below based upon the s11c of thl· Parcel ,1nd the land use da,mfkauon:; w1th111 the Parcel, mcludmg all use:; within the Parcel, as determmcd by actual uses.
llnul the core and shell of any Improvement:; are completed as evidenced b)' a certificate of complctwn
,mfkauon:; w1th111 the Parcel, mcludmg all use:; within the Parcel, as determmcd by actual uses.
llnul the core and shell of any Improvement:; are completed as evidenced b)' a certificate of complctwn or other equivalent documentation issued by the City, all Parcels shall be assessed as 111d1cated m the lirst row of the table.: :,Cl forth below as ummproved land. Assessment:, for Parcels will commence al the time a Parcel 1s :,ubmitted to this Charter except as provided m paragraph S below of' this Exhibit "D". At such Lime as the core and shell of any Improvements are completed as evidenced by a ceruficate of complet10n or other ec1uivalent documentauon 1:;:med by the City, the Improvements will be asse::-sed on the basis md1cated below with no further assessment for land area.
Eqrnvalent Units for residential units will he based on the final approved subdivision map for the Im provements. A unit which 1s d1v1dcd mto sep,1ratc fractional or timeshare mtervab shall be classified as a single tm1t (i.e., each fracllonal or tlme;;harc mtercst shall not constitute a ::-epar,lte unit). A dwelling unit shall be the structure or the po1·tion of a structure designed for occupancy by a single household ( e.9., a condom1111lun unit or a smgle rental apartment unit).
Equivalent Units for nonres1den11al Improvements will be based on the fmal approved architectural floor plans and eleval10ns for the Improvements. "Gross lloor area" shall be the area within an enclosed struc ture mtended for occupancy or other use, as determmed by a licemed engineer or architect. To the extent
for occupancy or other use, as determmed by a licemed engineer or architect. To the extent Symphony Park, as may be amended from ume to ttme, shall be followed in making any determination or the gross floor area of a use withm a Parcel.
In the case of a change m u::-e, the new allocaU011 shall be made as ol' the date upon which the new use actually commences.
Durmg the Founder Control Penod, the Founder urnlaterally m.iy amend this Exh1b1t "D" to create ad d1t1onal Land Use Classifications and to assign Equivalent Units to such new use.
The Founder shall make all determinations of land use class1ficat1on durmg the Founder Control Pcnod.
Thereafter, the Board shall detcrmmc land use classificattons; provided, the land use classiftcat1on of a Par cel or any portion of a Parcel hereunder shall not be changed once established unle::;s there has been a change in prcdommant use.
agamst a Parcel ~hall be represented by a fraction, the numerator ol' which ts the number of Equivalent Units assigned to the particular Parcel and the denommator of which 1s the total number of Equ1vaknt Unlls assigned to all Parcels subiect to such ,1sscssmcnt. Su~h fracuon shall he muluplted hy the total dollar amotmt of the Common Expcn:;c budget assigned 10 all P,wc:el:; m order to dctcrmme the dollar amount of the assessment to be levied ,1gamsl the parttcular Parcel. Not w1lh:<tandmg the foregoing, until the core and shell of any Improvements on a g1vt'n P,1rcel are rnmpkkd as evidenced by a ce1·tificale of completion or
to be levied ,1gamsl the parttcular Parcel. Not w1lh:<tandmg the foregoing, until the core and shell of any Improvements on a g1vt'n P,1rcel are rnmpkkd as evidenced by a ce1·tificale of completion or other equivalent doc:umenlation issued by the City, such Parcel shall be a:<scssed as md1catcd m the first row of the table :;cl forth below a:.-tm1mprovcd land.
3. Calculation of Votes. L:ach P,1rcel sh,1ll be allocated the number of votes corrcspondmg to the mm1bcr of Eciu1valen1 Unit:,. w1th111 the Parn·I.
4. Computati on by Board. The land use cbssilk,1t1on ,md number of Equivalent Units assigned to sessment, shall be computl'cl at le,1sl annu,11ly by the Board. If a use w1thm a Parcel that is improved such that it 1:; no longer bemg assessed as undeveloped land pursuant to the Land Use Classificallon schedule be low changes dttnng the fiscal year, the Board shall be authonn•d lo adiusl the a:::sessment against the Parcel effecuvc with such change 111 use, but the Bo,1rd ~h,111 not reallocate assessments against all other Parcels to take mlo account :;uch change until the next annual budget. Notice of the percentages for each Parcel (m cludmg a summary of the computal!ons) shall be sent to each Parcel Q.,vner together with the notice of the assessment. Each Parcel Owner shall provide the As~ociallon with such mforrnalion as the Board requires in order to make a determmallon of the Equivalent Umts to be allocated to the Parcel Owner's respective Parcel, including, without lurntat1on, as-built drawmgs of' the Improvements on the Parcel.
In the event that add1t1onal real property i!; made :;ubJt'cl to this Charter during the Association's fiscal
arcel, including, without lurntat1on, as-built drawmgs of' the Improvements on the Parcel.
In the event that add1t1onal real property i!; made :;ubJt'cl to this Charter during the Association's fiscal year, for computauon of Eciuivalent llnlls, the Bo,1rd sh,11J recompute assessment percentages and votes for each Parcel and send noLJce of rnch recomputed percentages to each Owner; provided, no adjustments shall be made many assessments previously levied lo rellect such recomputation.
Lrnd Use Classification Equivalent Units lip and until a cert11'1cate of completion 1s issued !'or Im-Ten thousand ( I 0,000) per acre of provements on a Parcel, all undeveloped Parcels -land (prorated by one-hundredth or without regard to use. After sud1 c:ertifkate of comple- an acre).
lion is issued, there shall be no Et]uivalent llmts ,,llocated to a Parcel on account of the land an:a of a Parcel Up and ltntil a certificate of complcand Equivalent Unns sh;ill be allocated solely on tlw b,1- lion 1s issued for Improvements on a sis of the Improvements on the Parcel. given Parcel, such Parcel shall only pay an annual assessment on accotmt of Base Assessments of SJ 0,000 per acre (prorated by one-hundredth of an acre and rounded Lo the nearest one cent).
Retail and service establ 1shmcn ts, including, without One (I) per sciuare foot of gross floor limitat10n, bank,; (mcludmg ATM's) ,md other fmanc1,1I area services and mslitut1ons, and travel agencies Restaurants, bars, rughtdubs, taverns, supper club:<. One ( I) per square foot of gross floor area Entertammenl (mdudmg the Performmg Arts Center, Thirty (30) per scat 2 dmner theater:.;, theme-based attractions, movie thcaters, etc.)
Hotel or hospllal Five hundred ( 500) per room FraC'tional or llmc-share Lmits
udmg the Performmg Arts Center, Thirty (30) per scat 2 dmner theater:.;, theme-based attractions, movie thcaters, etc.)
Hotel or hospllal Five hundred ( 500) per room FraC'tional or llmc-share Lmits Ca:-1110/Gammg Establishment Three (3) per square foot or gross floor area Conference/ meeting/banquet rooms w1thm a ho- One (I) per square fool of gross 11oor tt·I / conference center area Cultural(mdudmg non ret,111 art galleries, museums and One Half ( I 11) Unit per squan· fool libraries) of gross lloor area General OITice/Medical Center mduding walk-m mcd1- One Half (I/ 2) Unit per square foot cal climes. of gross floor area Spas, health dubs, including health and fitness areas One (I) per square foot of gross lloor w11..hm a hotel area Residential umts (single farmly attached, detached, and Six hundred (600) per dwelling umt condommiwn) and multi-family rental apartments Exempt property (or as provided in Section 14.S) 0 Calculating Equivalent Units -Examples.
• A Parcel containmg 3,000 H'ats of entertammcnt use, 10,000 square feet of retail use, and I 0,000 square feel of restaurant use would be assigned 116,150 Eguivalent Units (3,000 seats • A Parcel containing a I SO-room hotel, 20,000 squ,11-c feet of conferencc/meetmg space, 10,000 square feet of retail u~e. and I 0,000 square feet of reHaurant use would be a:;signed
5. Exemption. Notwithstandmg anything to the contrary conlamc<l in thb Charter, any lmdeveloped Parcel owned by Project O,vner, City Parkway ]VA, Inc., a Nevada non-profit corporation, the City or an Affiliate thereof shall not be subiect to assessment for any reason, mcludmg without lumtation, Base Assessments or Special Assessments, w1ttl such tune as such Parcel is developed by thc Project Owner or an Alfiliate of the Project Owner or conveyed or leased pursuant to a Parcel Ground Lease to a Person who is not an Affiliate of Proiect Owner, City Parkway IV A, Inc., a Nevada non-profit corporatton or the C1ty. At such timl' as a development of a Parcel 1s commenced by the Proiect Owner or an Affiliate of the Proiect Owner, or conveyance or Parcel Grow1d Lease of a Parcel by Proiect Owner, City Parkway IV A, Inc., a Nevada non-profit corporation, the City or an Aff1l1ate to a non-Affiliate Person 1s effecttve, such Parcel shall automal!cally be subject to assessment pursuant to this Charter; provided, however, that assessments on Parcels H and I shall not commence unul rnch t 1111c as a certificate of ocutpancy for the perfon11ing arts center cun-cntly tmder development of Parceb H and I 1s issued.
sessment lor any re,1son, i.ndudmg without hmttat1on, B.ise Assessment;: or Special As,es:;mcnts, tmlll such lime as all oflsne su·ects ,md customary ut il1lles are 111::t.illcd to the proper! y lme of such Pared and are
1son, i.ndudmg without hmttat1on, B.ise Assessment;: or Special As,es:;mcnts, tmlll such lime as all oflsne su·ects ,md customary ut il1lles are 111::t.illcd to the proper! y lme of such Pared and are operable so that such Parcel can be developed for its mtcnded use. A~sessmcnt;: shall commence on such Parcel at such ume notw1thst,md111g that such Parcel and/ or any developml'lll thereon 1s not ready to uul1ze :mch streets and utiliucs.
EXHIBIT "E" By-Laws of Symphony Park Owners Association EXHIBIT "E" AMENDED AND RESTATED BY-LAWS OF SYMPHONY PARK MASTER ASSOCIATION, INC.
( as adopted by the Board of Directors on September 21, 2011) Chapter l I.I.
1.2.
1.3.
Chapter 2 2.1.
2.2.
2.3.
2.4.
2.5.
2.6.
2.7.
2.8.
2.9.
2.10.
Chapter 3 TABLE OF CONTENT S PAGE Name, Principal Office, and Definition s ........................................................ ] Nan1e .................................................................... .................................. .... I Principal Oflice ......................................................................................... ... I Definition s .............. ............................... ............. ........................................ I Member ship: Meeting s, Quorum , Voting, Proxies ............................... ............ 2 J\lember ship ..................................................... ........................................... 2 Place of lVleeting s ........................................... ............ ............................. ..... 2 Association Meeting s ......................................................... .......................... 1 Notice of J\1.eetings .................................. .............. ....................................... 2
......................................................... .......................... 1 Notice of J\1.eetings .................................. .............. ....................................... 2 \Vaiver of Notice .......................................................... ................................ 3 Quorum; Adjournment of Meeting s ............................... ................................ 3 Voting ........................................................................................................ . 3 Proxies .................................... ............ ......................... ............................... 3 Conduct of Meeting s ...................... .............................................................. + Action Without a N\e('ting ...................................................... ...................... 4 Board of Director s: Sdection, Meetings, Powers ............................... .............. 5 A. Composition and Selection ............................................... ....................................... ..... 5 3.1. Governing Body; Qualification s ......................................... ........................... 5 3.2. Number of Director s ............................................................... ..................... 5 3.3. Selection of Director s; Term of Office ............................................................ 5 3.4. Nomination and Election Procedure s ............................................................. 7 3.5. Removal of Directors and Vacancies ................ .............................................. 7 B. N\eeting s ............................................... ............................................................... .......... 8
............ .............................................. 7 B. N\eeting s ............................................... ............................................................... .......... 8 3.6. Organizational Meeting s ................................................................................. 8 3.7. Regular Meeting s .............................. .................................. ............................ 8 3.8. Special Meeting s ................. ............................. ............................................... 8 3.9. Notice; Waiver of Notice .................................................................................. 8 3.10. Telephonic Participation in Meeting s ............. ............................. .................. 8 3.1 I. Quorum ofBoard ......................................................................... ................ 9 3.12. Conduct of Meetings ............................................................ ........................ 9 3.13. Open Meetings; Executive Session ............................... ............................ ...... 9 3. 14. Action Without a Formal Meeting .................................. ............................... 9 C. Po"·ers and Duties ...................................................................... .................................. 9 3.15. Po,vers ..................... ............................. ...................................................... 9 3.16. Duties ............................................................................. ............................ 9 3. I 7. Conflict s oflnterest; Code of Ethics ....................... ....................... ................ 10
....................................................... ............................ 9 3. I 7. Conflict s oflnterest; Code of Ethics ....................... ....................... ................ 10 ChaptE'r 4 Officers .................................................................. ........................................... 12 4.1. Officers ............ ...................... ................................ .................................... 12 TABLE OF CONTENT S (Continued) PAGE +.2. Election and Term ofOffice .......................................................................... 12 4.3. Removal and Vacancies ............................................................ .................. . 12 4.4. Po"·ers and Duties ...................................................................................... 12 4.5. Resignation ................................................................................................ 12 Chapter 5 Con1mittees .................................. ............................... ................................. ..... 13 5.1. General. ............................................................................ ......................... 1 3 5.2. Covenants Committee .................................................................................. 1 3 5.3. S<'rvice Area Committees ............................................................................. 13 Chapter 6 Standards of Conduct; Liability and Indemnification ............................ ......... 14 6.1. Standards for Directors and Officers ............................................................. I+ 6.2. Liability ........................... ........................................................................... 14
and Officers ............................................................. I+ 6.2. Liability ........................... ........................................................................... 14 6.3. Indemnification ........................................ ............................ ...................... 14 6.4. Advancement ofExpenses .............................. .............................................. 15 Chapter 7 Management and Accounting ...................................... .................................... 16 7.1. Compensation ofDirectors and Officers ........................................................ 16 7 .2. Managing Agent ....................................................................... .................. 16 7.3. Accounts and Reports ................................................................................. 16 7.4. Borro'\ving ............................................... .................................... ............... 17 7.5. Right to Contract ..................... ................................................................... 17 7.6. Agreements, Contracts, Deeds, Leases, Checks, Etc ........................................ 17 Chapter 8 Enforce 1nent Procedures ................................................ .................................. 18 8.1. Notice and Response ......................................... .......................................... 18 8.2. llearing ...................................................................................................... 18 8.3. Appeal. ...................................................................................... ................ 19
............................................................................. 18 8.3. Appeal. ...................................................................................... ................ 19 Chapter 9 Miscellaneous ......................................................... ...................... .................. .. 20 9.1. Fiscal Year ................................... ............................................................... 20 9.2. Parliamentary Rules .................................................................................... 20 9.3. Conflicts ................................................................................. .................... 20 9.4. Books and Records .................................................. .................................... 20 9.5. Notices ....................................................................................................... 20 9.6. Amendme nt ................................................................................................ 21 11 symphony par!; -bylaws doc name change red lined 060809 (2).doc BY-LAWS OF SYMPHONY PARK MASTER ASSOCIATION, INC.
Cha ter 1 Name, Principal Office, and Definition s 1.1. Name.
I'he name of the corporation 1s Symphony Park Master A:;socrnt1on, Inc. (the "Associa tion organized pursuant to the provision:; of Chapter 82, Nevada Revised Statutes.
1.2. Principal Office.
The Assoc1allon's principal office shall be lo cated m Clark County, Nevada. The Association may have such other o!Tices as the Board may dctermme or a:< the Assoc1atton's affairs rec1uire.
1.3. Definitions.
The word::-used 111 these By-Laws shall be
have such other o!Tices as the Board may dctermme or a:< the Assoc1atton's affairs rec1uire.
1.3. Definitions.
The word::-used 111 these By-Laws shall be nitions. C1p1talized l<.'rms shall have the same mc,ming as "ct forLl1 in th.11 cert.till rl'corded Co111n1tmll y l'h,1rter for Symphony Park, as 1t lllcl) be amended (Li1c "Charter "). I'hl· Lcrn1 "n1ajorit y," as used 111 these By-Laws, means Lliosc vote:<, Parcel Owners, or other group, as the context may indicate, totalmg more than S0° o of Llie total eligible number.
Cha )ter 2 2.1. M<"mbt'rship.
Tlw As,ou,1t1011 ~h.1 ll haH' two d.1,,l., of llll'llllwr,h1p, mil' d.i,, con:<i:-lm(! ol' the P,1rn'l Owner, and onl' da,, n ,n,1,t mg ol' thl' rountlt r, '"" 1110rl fully 'l'I forth 111 lltl' Chartl'r. Prm·1,1on, 2.2. Plac(' of J\kt'lings.
A,~oc:iation', principal office or ,11 such othl'r suit,1blc plac1: thl· Board may des1gn,lll 2.3. Assoc-ialion ,\1c-C'tings.
(a) Gcncru/. A,:;m:1allon llll'ellngs shall ,-io11> ,ll mcctmg,; provided al'll'r the h,undcr mg, Parcel Ow1wr,; mu"l lw given ,Ill opporlllllll)' the 1111.'l'tmg ,lC,l'nda 1, lm11ted to spn:1fic: topic:<, thoH' topic:- Not with,t.rnchng lhl' ,ibovt', thl're
the 1111.'l'tmg ,lC,l'nda 1, lm11ted to spn:1fic: topic:<, thoH' topic:- Not with,t.rnchng lhl' ,ibovt', thl're vant to Asrnci,ition m,lltl'r:<.
Except m ,m cnwr!!l'IIC')', .is clef med III the Nn:,1da lln11'orm Com1110n-ln tl'ITSI Ow1wrsh1p fl ,·q (a,; ,1mu1dcd from tlllll to llmt, the "Act"), Pared Owncr.s m,1y not t;ike action ,lt an The first A,soo,ll irn1 mt'l't Ill~, w llt'tlwr a 2 (b) Annuul Meetin9s. Tlw Board sh,111 ,du.-duk reoular annual medmgs lo occur withm ( c-) Speciul ,lfeetiny.~. The President m,,y or thl Secret,1q :-hall call a special mcetmg 11' so d1n'ctcd by Board resolution or upon written peuuon of Pan:cl Owncrs rcpre:-cntmg at ll·a:-t five pc:rn•nt of the total votes m Ult' A:-sociauon.
2.4. Notic<' of Meetings.
or other pcr$om calling ., meetmg of the Parcel Owners :;hall dc·ltver or c:au,e to b1.: dehven:d to ing ,I written notice slatmg the place, day, ,md the right of any Parcel Owner to: (a) be pnmclt·d
ing ,I written notice slatmg the place, day, ,md the right of any Parcel Owner to: (a) be pnmclt·d of UK 1:ost of providmg the copy, ,md (b) s1wak to the A:-soc1.1l1011 of the Board, unles:; the B0,1rd mcctmg or wh1.:n otherwise requ1n•cl by st,1tule, purpo,l'S for wluc·h the mectmg 1s called shall ,,1,o be sl,1tcd 111 thl· notice. No bus11wss :;hall be tlw notice.
a,; pl nmtted under Section 9. 5, ,ll least IO but not more th,m 60 days before the date ol such meet111g. Notll'l' of any meeting at which ,m a, mencemenl of a c1v1l action 1s to be cons1den:d shall be given at least 21 calendar days prior to the meeting.
2.5. Waiver of Notice.
Waiver of notice of an As:;oc1auon meetmg shall be deemed the equivalent of proper notice.
AnJ Parcel Owner may waive, m wntmg, notice of any Association meeting, either before or after such meeting. A Parcel Owner\ attendance at a mectmg shall be deemed a waiver by such Parcel Owner of notice of the time, date, and place the reof, unless the Parcel Owner specifically obJCCb to lack of proper notice at the tune the meetmg 1:s called to order. Attendance at a special meetmg also shall be deemed a waiver of notice of all jection on the basis of lack of proper notice 1s
mg 1:s called to order. Attendance at a special meetmg also shall be deemed a waiver of notice of all jection on the basis of lack of proper notice 1s raised before the busmess is put to a vote.
2.6. Quorum ; Adjournment of Meetings.
Except as these By-La•Ns, the Charter, or the Articles may otherwise provide, the presence of Parcel Owners representmg at least 25% of the total votes in the Assoc1at1on shall constitute a quorum at all Association meetings and the vote of Parcel Owners rep1·esent.mg a maJonty of the total eligible vou~s ca!'t shall con:;t1lutc the action of the Parcel Owners.
If any Association meetmg cannot be held because a quorwn is not. present, the Parcel Owners representing a maJ<mt.y of the votes present at such meet.mg may adJott.rn the meetmg lo a time at least 15 but not more than 30 days from the scheduled date or the original meeting.
If those in attendance at the original meeting do not l'ix a lime and place for reconvemng th<' meeting, or 1f for any reason a new date is fixed for reconvening the meetmg after adiournment, the Board shall provide notice t.o the Parcel Owners of t.he tune and place 1'01· reconvenmg 3 the meeting in t.he tncU1ner prescribed for regular mectmgs.
At. the rcco1wened meeting, the quorum re c1t11rement shall be reduced to the presence of Parcel Owners represent mg at least 20° o of the total votes in the Association. If a quornm 1s present at the reconvened meeting, any bu::;ine:ss may be transacted th,1t might have been tr,ms acted at the meetmg originally called.
Parcel Owners present at a duly called or held mectmg at which a quorw11 1s present may continue to do busmess until adiournment, not w1thstandmg the departure of enough Parcel
tmg originally called.
Parcel Owners present at a duly called or held mectmg at which a quorw11 1s present may continue to do busmess until adiournment, not w1thstandmg the departure of enough Parcel Owners t.o leave lcs~ than a quorwn, provided al kast a majority of the votes required to consti tute a c1uonun must approve any action taken.
2.7. Voting.
The voting rights of the Parcel Owner:, shall be as set forth in the Charter and in these By Laws, and such votmg nghts provisions are spe cilkally mcorporat.ed by t.lus reference. Parcel Owner,- may vote m person, by proxy, or by written ballot m accordance with such rnles and procedures as the Board may adopt.
2.8. Proxies.
On any mat.ter to be voted on by the Parcel Owners, each Parcel Owner may vote 111 penon or by proxy, subJCCt lo the lim1tal.ion~ of Nevada law and :mbject to any specific provision to the contrary 111 the Charter or these By-Laws.
Every proxy shall be m wntmg, shall identify the Parcel for which ii is given, signed by the Parcel Owner or h1::-duly ,mthorized atlorney-in fact., dat.1..'d, and filed with thP Association's Secre tary prior to the meeting for which it is to be ef fective. Unless the proxy specifically provides otherwise, a proxy shall be presumed to cover the enllre vote which the Parcel Owner giving such proxy 1s enut.led to cast, and 111 the event of any conflict between two or more proxies purportmg to cover Lhe same votmg right~, the later dated proxy shall prevail, or 1f dated a~ or llw tomatically cease upon (,1) conveyance t>f any Parcel for which 1t was given, (b) the Secretary's receipt or writlen notice of revocation or the proxy or or the death 01-1ud1cially declared 111-
l au tomatically cease upon (,1) conveyance t>f any Parcel for which 1t was given, (b) the Secretary's receipt or writlen notice of revocation or the proxy or or the death 01-1ud1cially declared 111compctencc of' a Parcel Owner who 1s a natural person, or (c) the date of the mectmg for which 1l was ongmally executed, unless a shorter period 1s spec1f'ted m the proxy.
2.9. Conduct of Meetings.
TI1e President or a Board-approved clesignee shall preside ove1-all Assoc1at1on meetings. The Secretary shall ensure that minutes of the meet ing:;. are kept and that all resolutions adopted and .ill other transactions occurring at such meetings are kept with the Assoc1alton's boob.
Meeting mmutes or a summary of the meet ing minutes shall be made available to the Parcel Owners w1thm 30 days after the date of each meetmg. A copy of such minutes or summary of mmutes shall be provided to a Parcel Owner upon reque!'t; provided, the Board may ret1u1re a requesting Parcel Owner to pay the cost of pro viding such copy.
2.10. Action Without a Meeting.
Any action required or permitted by law to be taken at a meetmg of the Parcel Owners may be taken without a meeting, without prior no tice, and without a vote if Parcel Owners representing at least the mmimum number or votes m the Assoc1auon neces~ary to authorize such action 1f such act10n was taken at a mectmg matter were present and voted, sign a written consent spec1lkally authonzmg the proposed ac llon. Such consents shall be signed withm 60 days after receipt of the earliest dated consent, dated, and delivered to the A:;rnc1,1t1on. Such nute:, and ~hall haVl' the same force and effect as a
after receipt of the earliest dated consent, dated, and delivered to the A:;rnc1,1t1on. Such nute:, and ~hall haVl' the same force and effect as a vote oJ' the Pared Owner:; al a meetmg.
Cha ter 3 Board of Director s: Selection, Meetings, Po""ers A. Composition and St'lection.
3.1. Governing Body; Qualifications.
tCJr:-need not be Pared Owner, or occupant:< of a Part·el.
3.2. Number or Directors.
The Board ,hall consist of at least three direc tors, as provided m Section 3.3.
3.3. Selection of Directors; Term ofOf fic<'.
(a) Initial Bourd. The mitial Board ::hall consist of three directors appointed by the Founder and idenufied m the Arttclcs of Incorpo rauon. The mitial directors :.-hall serve tmttl their ,uccessors arc appointed or elected as provided 111 this Secuon.
(b) Directors Durin9 the Founder Con trol Period l:xcept as otherwise provided m t.h1, subsection, the Founder may appoint, re move, and replace Board members until tennma tlon of the Founder Control Period. During such period, the Parcel Owner:-other than the Project total number ol' directors accordmg to the fol lowmg schcduk (directors elected by the Parcel Ownen arl' referred to as "Owner Direc tors").
Within 30 davs after the lime that Persons other than the Pr~Ject Owner, the Fotmder, or Parcel Developers hold title to 2 5% of the total Parcels mtended to be mcluded withm Symphony Park lmdcr the Master Plan, or whenever the Founder earlier ckterm111es, the President shall 5 t'all for an election by which the Parcel Owners shall be entitled to elect one d1rector. The P,1rcel
ony Park lmdcr the Master Plan, or whenever the Founder earlier ckterm111es, the President shall 5 t'all for an election by which the Parcel Owners shall be entitled to elect one d1rector. The P,1rcel Owners other than the Pro1ect Owner shall ckct :,;uch director "at-large." The rcmaming clirec tors shall contmuc to be appointees of the Founder.
For purposes of this Section, title to a Parcel for which a Parcel As:,,ociauon 1s created shall be deemed held by Persons other than the Proicct Owner, the Founder, or a Parcel Developer at such time as the board of di.rectors for such Par cel Association is elected by the Sub-Unit Own ers of Sub-Units within :mch Parcel, as opposed to the Parcel Developer.
The Owner Directors elected pursuant to this Scct10n 3. 3(b) shall be elected for a term of two years or until the happenmg of the event de:,,cnbed m Sec lion 3. 3( c)( 1), wlucheve r 1s :::horter. If such director's term expires prior to the happening of the eYent described m Section 3. 3(c)(i), a successor shall be elected for a like term.
( c) Directors ,.ifter the Founder Cont,-ol Period.
(1) W1thm 30 days alter termmatJon of the Folll1der Control Period, the Board shall be mcreased to five director:- and the President shall call for an election by which the Parcel Owners shall be entitled to elect five Owner Di rectors as follows: • One dn-ector shall be elected by Parcel Owners casting votes associated with residential Sub~Umts w1th111 the Parcels ("Residential Director").
• • • rector").
tor")
rector").
tor") Owners castmg vole:-. ,1S,onated w11h (i) offtn'. or (11) Parc.:eb 011 which llw prc dommant u,cs 1,-c.:,1smo/gamtng ("Commc-rcia l Director"). ' ~ ( )wner.s c,1st1ng voles a,sot iated with re r<.'ctor").
If a P.1rccl only h,1" votes uncll·r the Ch,1rtl'r mg votes for such Pared shall c.1st ,ote.s for the Director b.ised on the predomm,mt land ttSl' for which :-urh Parcel h,b been des1g11,1Led undc.:-r tlw Ma,-ter Plan.
If a Paro: I or J portion thnn>I' does not fall rc.:·etor. If no Pared or portion tlll'reof falls 11110 ,1 category dcscnbed ,1b0Vl', then <111 adcl1uon.1l tor to fill :<mh vacant po:;1t1on.
Not wt1hstandmg the votmg prov1:;1on" ,et forth elsc.:'where m the.· Govcrmng Docunwnts, e,1ch P,1rcd ,h.111 be .1s~1gned Olll' o,: two volt's for purposes ol dectmg d1r1.·ctors, w1tl10ut regard to Fqmvalent llmt:-, a:; provided m tlus paragr,1ph .
Each Pared shall l-,1st .1 volt' for .1 director b.1,l·cl t.igc) or tlw P.1rcel (r . .9. if the prcdmrnnanl llSl' or 6 tlw Parcel 1s rl'stdcnt 1,11, the Pared 's vote ,-h,111 lw
1 volt' for .1 director b.1,l·cl t.igc) or tlw P.1rcel (r . .9. if the prcdmrnnanl llSl' or 6 tlw Parcel 1s rl'stdcnt 1,11, the Pared 's vote ,-h,111 lw cast for tlw Rcs1dent1al Du·ector) . In add1t1on, 11 n·t,ul 1s not the predrnnmant u,1: ol' a P,lrcd, but or retail sp,Kl', then th,11 Parcel will be.:· enl!tit:cl to Dunn~ the Devdopmcnt ,rnd ",,1le Period, tlw Founcla sh,111 mt11,1lly dcterm111t which P.1r td,, or portmn:- of Par1.ds, fall mto wh1d1 u,1.· 111 ination 011 the mtcnd1.·cl uses m acTord.ince with n·.1fter, tlw Bo.1rcl ,h,111 make such de term mat 1011 vided the classification of ,l Parcel or ,my port1011 of ,1 Parcel :hall not be d1,mgcd OIKl' e:;tablislwcl (i1) In orckr to establish staggen•cl Director. Hotel Director, and ;-.:on-Profit Direc: tor shall ,enc w1t1l tlw second annual met ling lollowmg their election. The rema111mg director: :;crve until the.:• t.lurd ,innual mcetmg following the term of office of l',ld1 Owner D1rect01·, the
dtrl'clor shall bl· cast by the board of chrcctors of HKh condommium asson,111on, not-..,1th:-tand111g P,1rcel Owner, as dcfmc.:•d in ilie Charter; and (B) 111 ilie casl' of" ,l mixed-use Pared wlwre ilie ret,1tl ,15:;ignccl to the predommanl me ol' the Parn I, owner of the relcul space wnhm the Parcel rather than the Pa1·ccl Owner, 11' different. If there 1s more than one retail owner w1thm the Parcel, the retail vote shall be cast by the Parcel Owner of the Parcel based upon a pollmg of llw ret,u!
Sub-Linn Owner, w1tlun the Pc1rcel The Persons entitled lo cast votes for parlKu lar u~e categoric, are generally rcf'crred lo 111 these By-Lnvs a, "Electors" 3.4. Nomin;ition and Election Proce dures.
(a) Nomination of Candidates. Prior lo each clecuon of dtrectors, the Board shall pre scnbe the opening date and the closmg date of a reasonable filing period in which every eligible person who has an mterest m ;;ervmg as a direc tor may file as a candidate for any pos1t1on to be filled by a vote of the Electors.
The Board also may appoml a Nommatmg Comn11ttee to make nom111al10ns for elect1on tu the Board. TI1e Nominating Committee, 1f any, shall consist of at least three Persons, includmg a
of the Electors.
The Board also may appoml a Nommatmg Comn11ttee to make nom111al10ns for elect1on tu the Board. TI1e Nominating Committee, 1f any, shall consist of at least three Persons, includmg a chairman, who shall be a Board member, and two or more Electors or representatives of Elec tors.
In preparation for each election, the Nom1natmg Commillt'e, 11' created, shc,11 ml'('t and make as many nommallons for election to the Board as 1t shall m its d1~crcl1on dctermme. but m no event Jes:; than the number of po:S1ttons lo be filled by the Electors at such election. The Nom111aung Committee ,-hall nommate ,:eparale slates for the directors to be elected from par ticular u::-cs w1thm Symphony Park. In makmg tls nommallon,;, the Nommatmg Committee :shall U$C reasonable efforts to nominclle canchdates representing thl· diversity which exists within the pool of potential candidates.
Nommallons shall also be permitted from the Ooor al the meeting at which any clectiou is held.
All candidates shall have a reasonable opportunity tor,; and to solicit votes.
(b) Election Procedures. At each clcc llon, voung shall be by written ballot cast by mail, facs1m1le tran:,;m1:;:,;ion, eleclronic mail, or at a meeting, a:; the Board dctennmes, or by any other method permitted by Nevada law. Each Elector may cast the vote assigned lo Its Parcel l'or each position to be fillcd from any slate of c,md1date" on which such Elector 1s entitled to vote. Under no circumstances shall cumulative votmg be permitted in any election of directors.
3.5. Removal of Directors and Vacan cies.
Any Owner Director may be removed, with or without cause, by the vote of the Electors holdmg a ma,onl y of the votes entitled lo be cast
ection of directors.
3.5. Removal of Directors and Vacan cies.
Any Owner Director may be removed, with or without cause, by the vote of the Electors holdmg a ma,onl y of the votes entitled lo be cast for the election of such director. Any director who:<c removal is sought shall he given notice pno1· to any meeting called for that pttrpose.
Upon removal of a director by the Electors, the Electors entitled lo elect the removed director shall elect a successor for the remainder of the term of such director.
To the extent permitted under the Act, at any meetmg at which a quorum 1s present, a ma JOnty of the directors may remove any Owner Director who (a) has three consecutive tmex cused ab~ences from Board meetings; (b) is more than 30 clays delinquent (or represents a Parcel which b ,;o delinquent) m the payment of any ,isscssment or ol.hcr charge due the Association; or (c) foils lo cure a v10lat1on of the Governing Documents perlaimng to the property within Symphony Park that he or she owns or occupies afte1· bemg given notice from the Board or il$ dt.>s1gnee and a reasonable opportunity lo cure sud1 violation. The Board may appoint a succes sor to fill the vacancy for the remainder of the tem1.
In the event of the death, disability, or resig nallon of an Owner Director, the Board may dcd.ire a vacancy and appomt a successor Lo fill the vacancy unLil the next annual meetmg, at wh1rh time the Electors entitled lo fill rnch direc torship shall elect a successor for the remainder ol the term.
Tlus Section shall not apply lo directors the FoLU1der appoints. The Founder shall appoint a HK(Tssor lo nu any vacancy on the Board resuh mg from the death, disab1l1ty, or resignation of a d1recto1· appomted by the Founder.
B. Meetings.
3.6. Organizational Meetings.
Founder shall appoint a HK(Tssor lo nu any vacancy on the Board resuh mg from the death, disab1l1ty, or resignation of a d1recto1· appomted by the Founder.
B. Meetings.
3.6. Organizational Meetings.
The Board shall hold an organizational meet mg w1thm 30 days followmg each annual Assoc1a t1on meetrng at such lime and place as the Board shall fix for the purpose of electing officers and prov1dmg for such other organizational functions as deemed appropriate.
3.7. Regular Meeting s.
The Board shall hold regular mcctmgs at such tune and place as a majonty of the directors shall determine, but the Board shall meet at least four times during each fiscal year with at least one mec1u1,g per quarter.
3.8. Special Meetings.
The Board shall hold special meetings when called by wntten notice the President, Vice Pres ident, or any two directors s1gn.
3.9. Notice; Waiver of Notice.
(a) Nouces of Board meetin~ shall specify the lime and place or the meetmg and, the items on the agenda for such meeting. The nc,ucc also :,;hall state the right of any Parcel Owner to: (1) be provided a copy of the mmutes of the meetmg upon request and, 1f the Board requires, upon payment of the cost of providmg the copy; and (1i) speak to the Board, unless the Board 1s m ex ecutive se:;s1on. ·111e meeting agenda shall in8 dude the items required under Sec\Jon 116.31083 of the Act. Except man emergency, at any meetmg, thC' Board may act only on item:c mclude<l in the .:igenda.
(b) Except 111 an emergency, the Board ~hall notify the P.:ircel Owners and the directors of each Board meeting at least 14 days before the date of the mceung by either: (i) mailing notice of the meetmg to each Parcel Owner by Umted Stales mail; (1i) publicauon of a schedule of the
rectors of each Board meeting at least 14 days before the date of the mceung by either: (i) mailing notice of the meetmg to each Parcel Owner by Umted Stales mail; (1i) publicauon of a schedule of the Board mectmg:- ma newspaper, newsletter, on a community intranet or website, or by similar mean:- tl1<ll 1:; circulated lo each Parcel; or (iit) with the consent of the Parcel Owners by facs1mik· or electronic mail.
In the event of an emergency, tl1e Association shall cause notice to be sent m the manner pro vided under Section 116. 3 I OS 3( 3) of the Act.
(c) Transactions at any Board meeting, however called and nouced or wherever held, shall be as valid a:.< though taken at a mcNmg duly held alter 1·egular call and notice 1f: (i) a quorum 1s present, and (11) either before or after the mectmg each chrector not present signs a wnllen waiver of notice, a consent to holding the meet mg, or an approval of tht· minutes. The w;iiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting also shall be deemed given to any director who attends the meeung without protestmg before or at its com mencement about the lack of adequate notice.
3.10. Telephonic Participation in Meet ings.
Membcn. of the Board or any commlltee the Board designates may participate in a Board or committee meetmg by conference telephone or similar commt1111cat10ns equipment through wluch all persons participatmg in tl1e meeting can hear e.:ich other. Part1c1pat1on m a meetmg pur suant to this :;ect1on shall con$Utute presence at such meeting.
3.11. Quorum of Board.
At all Board meeting-5, a majority of the di rectors :;hall constitute a quorwn for the transac tion of busmess, and the votes of a n1a1onty of
rd.
At all Board meeting-5, a majority of the di rectors :;hall constitute a quorwn for the transac tion of busmess, and the votes of a n1a1onty of null 1s present shall consutule the Board's deci s10n, unless Nevada law, tl1esc By-Laws, or the Charter :-pccifically provide otherwise. Din.'ctor~ shall not vote by proxy nor shall a director's proxy be considered for the purpose of establish mg a quorum. A meet mg at winch a quorum is ne:-s, notwithstandmg the deparLLu-e of di.rectors, if at least a majority of the rcguired quorum for that meetmg approves any action taken. If the Board caru1ot hold a meeting because a quorum 1s not present, a ma1onty of the directors present may adJourn the meetmg to a lime not less than five nor more than 30 days from the date of the original meeting. At the reconvened meeting, if a quorum 1s present the Boarcl may transact, without further notice, any busmess 11 m1oht have ~ transacted at the origmal meeung.
3.12. Conduct of Meetings.
The President or any des1gnee the Board ap prows hv resolution ,-hall pn'~1de over all Board tions and all transacl1on:; ocetu-nng at such meet ings are mdudcd 111 the Assoc1att0n's records.
3.13. Open Meeting s; Executive Session.
(c1) Subject to the prov1:;1ons of subsection 3.13(b) and Section 3.14, all Board mectmgs shall be open to all Parcel Owners and Electors, but only rurectors may part1c1pate m any d1scus :.ion or dd1berallon unless a di.rector requests that attendees be granted perm1ss1on to speak. In such case, the President may limit the time any such 111div1dual may speak.
part1c1pate m any d1scus :.ion or dd1berallon unless a di.rector requests that attendees be granted perm1ss1on to speak. In such case, the President may limit the time any such 111div1dual may speak.
(b) Notw1thstandmg the above, the President may adjourn any Board meeting and rccon~ons other than directors, to the extent pem1it1ed by Nevada law. The Board ,-hall meet 111 execu subject to a rme, penalty, or other form or d1sc1p lme. and such Person shall bl· enlltlt'cl tu attend such cxccuuve session. The President may ad1oum any Board meeting and reconvene m ex Secttun 116. 3108 5 of the Act.
3.14. Action Without a Formal Meeting.
Any acuon to be taken or which may bt: tak en at a Board meeting may be taken without a mectmg 1f the du-cctors sign a wntten consent, setting forth the action so taken and with the mm1ber of :ngnatures required by applicable law.
Such consent shall have the same force and effect as a unanunou~ vote.
C. Powers and Duties.
3.15. Powers.
The Board shall have the power to admm1stcr the Assoctallon's affatrs, perform the Associa tion's respons1b1ltt1cs, and exercise the Assoc1a tion',; rights as set forth m the Governmg Docu ments and a:; provided b) l,1w. The Board may do or cause to be done on the Associallon's behalf all act:; and things except those which the Go vermng Documents or Nevada law require to be done and excrn,;ed b)' the membership.
3.16. Duties.
The Bo,1rd' s duucs ~hall include, wHhoul limitation: (a) p1·ep.1nng and adoptmg, m accordance with the Charter, an annual budget establishing each Pa.reel Owner's share of the Common Ex
.16. Duties.
The Bo,1rd' s duucs ~hall include, wHhoul limitation: (a) p1·ep.1nng and adoptmg, m accordance with the Charter, an annual budget establishing each Pa.reel Owner's share of the Common Ex penses and any Service Area Expenses; (b) levying and collecting such assessments lrom the Parcel Owne1·,- and other Persons re<'pons1blc for paymg shared expenses pursuant to ,my agreement or recorded covenant; (c) providing for the operation, care, upk.:ep, and mamtcnancc of the Arca of Com mon Respons1b1!1ty consistent with the Commu nll y-W 1dc Standard; (cl) des1gnaung, lurmg, and d1smiss111g personnel necessary to carry out the Assoc1auon's rights and respons1b1littes and where appropriate, prov1dmg for com pensauon of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the per formance of their duties; (e) depositing all ftmd« received on the Assoc1atton's behalf and in the Assoc1at10n's name in a bank depository which tt :;hall approve and usmg such funds to operate the Association; however, 111 the Board's bus mess Juclgment any reserve funds may be deposned m <ll"posnones other than banks; (l) makmg and amendmg Rules m accordance with the Charter; (g) openmg bank accounts on the Association's behalf and 111 the Association's name and designatmg the ~1g.natonc:; required; (h) makmg or contr.1ctmg for the making of repairs, add1uons, and 1mprovemcnls to or alterations ol the Common Arca m accordance with the Governmg Documents; of the Governmg Documents and brmgmg any proceedmgs which may be mslituted on behalf ol' or agamst the Parcel Owners concerning the As soc1auon; however, the A~soc1at1on's obhgat1on 111 dus regard shall be conditioned in the manner
mgmg any proceedmgs which may be mslituted on behalf ol' or agamst the Parcel Owners concerning the As soc1auon; however, the A~soc1at1on's obhgat1on 111 dus regard shall be conditioned in the manner provided m the Chartt'r; (J) obtammg and carry mg property and liability msurance and fidelHy bonds, as provided 111 the Chartt'r, paymg the cost thereof, and filing and adiustmg claims, as appropriate; 10 (k) paymg the cost of all sc1·v1ccs rendered to the Assoc1al10n; (I) keeping a detailed ac.:c.:ounting of the As;;ociation's receipts and expenditures; (m) makmg available lo any prnspecuve purchaser of a Parcel, any Parcel Owner, and the holders, insurers, and guarantors of any Mort gage on any Parcel, current copies of the Go vernmg Documents and all other books, records, and financial :;tatements of the Assoc1at1on as provided m Section 7. 4; (n) perm1umg utility suppliers to use portions of the Common Area reasonably necessary to the ongomg development or operation of the Comnnmity; and (o) mdemnifymg a director, officer or committee member, or former director, olTiccr or committee member of the Association to the extent such mdemmty 1s required by Nevada law, the Articles and the::-e By-Laws.
3.17. Conflicts oflnterest; Code of Eth ics.
Unless otherwise approved by a ma1onty of transact busmess with the Associallon or any As sociation contractor during his or her lerm as director or within two year:; al"tc1-the term ex pires. A director shall promptly disclose m writ ing to the Board any actual or potential conll1ct of mterest affecting the directors relative lo his or her performance as a director. A director's fail ure to make such disclosure shall be grow1ds for removal by a maJonty vote of the other Board
ct of mterest affecting the directors relative lo his or her performance as a director. A director's fail ure to make such disclosure shall be grow1ds for removal by a maJonty vote of the other Board members.
NotwiUl!c'tancLng the above, directon ap pointed by the Founder may be employed by or otherwise transact busmess with the Founder or its affiliate, and the F0tmder may transact busi ness with the Association or its contractor~.
The Board may create and adopt a wriuen "Code of Ethics" applicable to all director::- and officers. The Code or Ethic~ ::-hall mcorporate the above standards and other conduct rulcg 11 deem~ appropriate. At a mm1murn, the Code or Ethic~ shall requ1re each officer and director to conduct Board Standards described 111 Section 6. I. Each officer and director, as a pre-cond1t1on to service, shall acknowledge and agree, m wntmg, to abide hv the Code of Etlucs.
11 symphony park -bylaws doc name change red lined 060809 (2) doc Chapter 4 Officers 4.1. Office-rs.
The A:-:rnciallon's officers :<hall include a Prc,The President and Secretary shall be elected from among the Bo.,rd members; other officer:< m,iy.
but need not, be Board members. The Board may appoint ,-:uch other officers, including one or more Assistant Secretaries and Assistant Treasur ers, as 1t shall deem desirable, such offin•rs to have such authority and perform such duties as the Board prescribes. Any two or more office: may be held by the same person, except the of lkes of President and Vice President.
4.2. Election and Term of Office.
The Board shall elect tl1e Assoc1ation's offic ers at the first Board meeting following each an
he same person, except the of lkes of President and Vice President.
4.2. Election and Term of Office.
The Board shall elect tl1e Assoc1ation's offic ers at the first Board meeting following each an nual meetmg of thl' Pared Owners, to serve tmul their successors are e lccted.
4.3. Removal and Vacancies.
The Board may remove any ol'ficer whenever 111 ib Judgment me Association's best interest:; will be served, and may fill any vacancy 111 any oITice arising because of death, resignation, re moval, or otl1erwisc, for tl1t~ unexpired porllon or the term.
4.4. Powers and Duties.
The Asrnc1ation's otTicers shall have such powers and dullcs as generally pertain to their respective offices, as well a:: such powers ,md duties a:; the Board may specifically confer or impose as long a:; such duties arc not mconsistent w1m mese By-Laws.
(a) President. The President :;hall be me Assoc1at1on's chief executive officer. The Pres112 dent (i) presides at all meetings of tl,c Association and of the Board; (11) ha:; ,111 the general powers .rnd duues whteh an· usually vested 111 the office of Pn:s1dl•t1t of .i corporation organized lll1der the J,1ws of the St,1te of Nevada; (111) has general su pervision, d1rect1on, and control of the business or the Asson,n1on, :mbject to the control of the Board; and (IY) secs that all orders and rcsolu tmns of the Board are earned mto effect.
(b) Secreta1y. The Secretary (i) keeps the minutes of all meetmgs of the Board and of the Assoc1atton; (11) has charge of such books, papers, and records as me Board may direct; (iii) mam tains a record ol' the names and addresses of tl1e Parcel Owners for the m,ulmg of notices; and (iv) in general, performs all duties incident to the off1ce of secretary.
( c) Treasurer. The Treasw-er shall have
cord ol' the names and addresses of tl1e Parcel Owners for the m,ulmg of notices; and (iv) in general, performs all duties incident to the off1ce of secretary.
( c) Treasurer. The Treasw-er shall have prm1ary n:spons1b1lity for preparing ilie budget as provided for 111 the Charter and may delegate all or part of the preparation and notification duues both. The Treasurer (1) 1s responsible for A;,soci at1on funds; (11) keeps full and accurate financial records and books of account showing all receipts .md disbursements; (iJ1) prepares all reqwred fi nancial data and tax returns; (1v) deposits all 1110A~soc1atton in dcpos1tones as may Crom time lo time be designated by the Board; (v) prepares me annual and suppkmental budgets of the Associa agent on a monthly basis m the event a managmg agent 1s responsible for collecting and disbur$mg As~ociat1on funds; and (vii) performs all duues 111c1dcnt lo the office of Treasurer.
4.5. Resignation.
Any officer may re:;1gn at any tame by giving wrilten notice lo the Board, the President, or the the date of the ren'1pt ol i;uch notice or at a later time $pccificcl therein. Unless the rc:-ignation spec1fie~, acceptance of such re:;1gnat1on shall not 12 symphony park -bylaws doc name change rc:dhned 060809 (~).doc Chapter 5 Committee s 5.1. General.
The Board may appoml :;.uch comm1tLCe$ a:;. 1t deem:;. appropriate lo perform such tasks and to ,erve for such pt.·nods as the Board may dc:;1gnate by resolution. Each comm1tlce :;.hall operate 111
l.
The Board may appoml :;.uch comm1tLCe$ a:;. 1t deem:;. appropriate lo perform such tasks and to ,erve for such pt.·nods as the Board may dc:;1gnate by resolution. Each comm1tlce :;.hall operate 111 accordanct? with the terms of such resolution.
5.2. Covenants Committee.
In add1tton to any other committees that the Board ma) establish pursuant to Sccllon 5. I • the Board may appoint a Covenants Committee c:on s1sting or al least three but no more than five Per sons who shall not be officers, directors, or em ployees or the A5soc1ation, or the spouse, parent, siblmg, or child of any officer, director, or em ployee. Actmg m accordance with the provisions of the Charter, these By-Laws, and re$oluuons 1.he Board may adopt, the Covenants Committee, 1f established, shall he Lite hearmg triblU1al or the A,-sociallon and shall conduct all hearings held pun-uant to Chapter 8 or thc,;e By-Laws. The Covenant:;. Committee shall have no responsibili ty for ~eekmg out violat1om: or the Gowrmng Documents.
5.3. Service Area Committees.
The Parcel Owners withm any Service Arca, 1f any, which has no formal organizational struc ture or assoc1al.lon may elect a Service Area Committee lo cleterrnme the nature and extent of service,;, if any, which it dt'sires to have the Assoc1at10n provide LO the Service Arca, over and vides to all Parcels in Symphony Park. A Service Area Committee, 1f elected, shall comist of no more than three representatives ol' the property w1th111 the ServJCe Arl'a.
Elections of Servicl' Area Cornm1tlees may bt· held by wnltcn ballot sent lo all Parcel OwnI 3 ers or Parcels wtthm the Service Area, or at a mectmg of the Parcel Owners w1thm thl' ';erv1ce Area, as the Board determines. l'he Board or any
ay bt· held by wnltcn ballot sent lo all Parcel OwnI 3 ers or Parcels wtthm the Service Area, or at a mectmg of the Parcel Owners w1thm thl' ';erv1ce Area, as the Board determines. l'he Board or any Parcel Owner of a Parcel m the Service Area may nommale cand1d,1tl'" ror elecUon to the Service Arca Committee. Thal number of candidates C(]Ual to the number of posillons to be filled re cc1vmg the most votes :,;hall be eleC'tecl.
Service fu-ea Comm1tlec members shall he dccted for a tem1 of one year or until 1.he1r suc cessors are elected. Any chreclor elected to the Board from a Service Arca shall be an ex officio member of the Service Area Committee. The members of the committee shall elect a chairper son from among themselves, who shall preside at ting any and all comrnumt·at1ons to the Board.
ln the conduct of it,; duties and rcsponsibili t1cs, each Service Arca Committee shall abide by the notice and quonun requirements applicable to the Board under Sect1orn: 3. 9, 3. l O, and 3. I I .
Meetmgs of a Service Arca Committee :,,hall be opl'n lo all Owner:< or Pa.reel:- 111 the Service Area and their represcnlati\'es.
symphony park -byl,ms doc name change redlined 060809 (2).doc Chapter 6 Standards of Conduct; Liability and Indemnification 6.1. Standards for Directors and Offic C'rs.
son,1ble, fair, nond1~cnmmatory m,mncr and shall adhere to the procedures established 111 tlw Go vernmg Documents.
ficers shall act as hduc1anes and shall be insul.ned from liability as pi-onded for directors of corpo rat1ons under Nevada law and as otherwise pro vided by the Governing Documents. Directors
d of ficers shall act as hduc1anes and shall be insul.ned from liability as pi-onded for directors of corpo rat1ons under Nevada law and as otherwise pro vided by the Governing Documents. Directors and officers shall discharge their duties as din:c tors or officers, and a!' member,; of any comnut tee to which they are appomtccl, in a m,urner that the director or officer believes in good !'.:11th to be in the best mterest of the Assoc1a11011 and with the care that an ordmanly prudent person 111 a like position would exercise w1der sm11lar cir cumstances. A director 1::-entitled lo rely on m formation, opi111ons, reports, or statement~, 111cludmg fmanc1al statements and other I 111,111c1al data, prepared or presented by others to the ex tent authorized under Nevada law.
6.2. Liability.
(a) A director shall not be personally liable to the A::soc1at1on, any Parcel Owner, or any other Person for any act10n taken or not taken a.-; a du·ector if the director has ach:cl m accordance with Section 6. I.
(b) Purmant to the business Jutlgment rule, a d1rector ;ilso shall not be personally liable for any action taken or not takt:n as a director 1f the director: I+ (i) acts w1thm the expressed or implied scope of the Governing Documents and his or her acuons are not ultrci l'lres; (u) af'ftrmativcly undertakes to make decisions which he or she reasonably believes arc nccc:-sary for the Association's continued and suc cessful opcrauon and, when decisions are made, makes them on an mfonned basis; (iii) acts on a disinterested basis, promptly d1sclosmg any real or potential conflict of mterests (pecuniary or other), and av01dmg pa.rllc1pallon m decisions and actions on matters as to which he or she has a conll1ct of interest (beyond that which all dirccton- have by V1rtue or
lict of mterests (pecuniary or other), and av01dmg pa.rllc1pallon m decisions and actions on matters as to which he or she has a conll1ct of interest (beyond that which all dirccton- have by V1rtue or their ownership or occupancy of property within Symphony Park); and (iv) acts m a non-fraudulent manner and without reckless indifference to the Associa tion's affairs.
(c) The Association's officers, directors, and committee members shall not be liable for any mistake of Judgment, negligent or otherwise, except for their own mdiv1dual willful misfeas ance, malfeasance, misconduct, or bad faith. The officer:; and directors shall have no personal lia b1l1ty with respect to any contract or other com rrntmcnl made or action taken 111 good faith on the As:sociauon's behalf (except to the extent that such officers or directors may also be owners of property w1th111 Symphony Park).
6.3. I ndcmnification.
Sub1ect lo the lumtations of Nevada law, the Assoc1at1on shall indemnify, defend, and hold h,1rn1less every officer, director, and comm1llee member for, from, and agamsl all damages and expenses, including counsel recs and cxpcmc:-, reasonably mcurred m connection with any ac l1on, suit, or other proccedmg (mcludmg selllc ment or ,my suit or proceeding, ii' approved by the then Board) to which he or she may be a par ty by reason of bemg or havmg been an officer, director, or commlltee member, except thal the Associauon shall have no obligauon to mdcmmfy any mdiv1duaJ agamst ltab1lity or expenses in curred in connection with a proceeding: (a) brought by or 111 the nght of the Assoc1at1on, although it may reimburse the md1v1dual for reasonable experucs incurred m connection with the proceeding if it is detem1ined, by the court or 111 the manner provided above, that the
he Assoc1at1on, although it may reimburse the md1v1dual for reasonable experucs incurred m connection with the proceeding if it is detem1ined, by the court or 111 the manner provided above, that the 111d1vidual met the relevant standard of conduct under Nevada law; or (b) to the extent that the inchv1dual i:s adjudged liable fo1-conduct that constitutes: (1) appropriation, lJl v1olallon or his or her duties, of any busmess opportunity of the Associat10n; (ii) mtentional misconduct or knowmg violation of the law; (111) an unlawful d1stribuuon lo members, directors or officers; or (iv) receipt of an improper personal benefit.
This nght to mdemmficallon shall not be exdu s1w of any other rights to which any present or former off1ccr, director, or committee member may be entitled. The Associat10n shall, as ,1 Common Expense, maintam adequate general liability and officers' a.nd directors' hab1hty insur ance to fund th,~ obligation, 1.f rnch insurance 1:; reasonably available.
6.4. Advancement of Expenses.
In accordance with the procedure:.- ,md :mb ject to the condiUons and li.m1tat1ons set forth 111 15 the Nevada Rcv1,-ed Nonprofit Corporation Act, NRS ~82.006, et. seq., the Board may aulhonze t11e Association to advance funds to pay for or reimburse the reasonable expenses mcurred by a pre~ent or former officer, director or commiuee member m any procccdmg to which he or she may be a party by reason of bemg or havmg: been an officer, dtrt·ctor, or committee member of t.hc A:-:-ocia tion.
Cha ter 7 Management and Accounting 7. 1. Compensation of Directors and Of ficers.
fhc A:-sociauon shall not compensate chrec tors and ollkers for actmg as such unk,s Parcel
red lined 060809 (2).doc Cha ter 7 Management and Accounting 7. 1. Compensation of Directors and Of ficers.
fhc A:-sociauon shall not compensate chrec tors and ollkers for actmg as such unk,s Parcel Owners represent mg ,1 majority or the total votes m the Assoc1at1on approve such compensation at an A;;sociauon mectmg. The Assoc1at1on may reimburse any director or officer for expenses he or she mnirs on the Assoc1at1on 's behalf upon approval of a maJonty of the other directors .
Nothmg herem shall proh1b1t the Association from compensating a director or olTicer, or any entity with which a director or officer 1s affi liated, for serV1ces or !Supplies he or she flLI·nishes to the Association 111 a capacity other than as a director or officer pursuant to a contract or agreement with the Association. However, such director must make known his or her mterest to the Board prior to entering mto such contract, and a majority of the Board, excluding any inter ested d1rccto1·, must approve such conlra,t.
7.2. Managin g Agent.
The Board may employ for the Association professional management agents al such compen sation as the Board may establish, to perform such duties and services as the Board :;hall author ize. The Board may dekgate :mch powers as are necessary to perform the manager's assigned du lies but shall not delegate pol1cy-makmg authori ty or ultimate re:-pons1b 1hty for those duties set forth 111 Section 3.16. The Board may employ the Founder a:; man,1ging agent or manager.
The Board may delegate to one of its mcm· bers the authority to act on its behalf on all mat ters relatmg to the duties of the managmg agent 16 or nun,1gcr which nught an:-.e between Board meetings.
The m,magmg agent shall not accept remune ration from vendors, mclepcnclent contractors, or
ters relatmg to the duties of the managmg agent 16 or nun,1gcr which nught an:-.e between Board meetings.
The m,magmg agent shall not accept remune ration from vendors, mclepcnclent contractors, or er's fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Asso ciation. The managmg agent ::.hall promptly dis close to the Board any f111ancial or other mterest which 1t may have many firm providing goods or services to the t\ssonation.
7.3. Accounts and Reports.
(a) The Board shall follow tJ1e followmg tion ;,pcc1fically determmes otherwise: (1) accountmg and conu·ols should conform to generally accepted accounting pnn nplc,,; and (Ii) the AssoC1at1on's cash accounts shall not be commmgled with any other al-counts.
(b) Commencing ,lt the end of the first cel 1s sold and closed, l'inannal reports shall be prepared l'or the As~ociatton at least quarterly con1,1111mg: (i) an mcome statement reflecting all mcome and expeme activity for the precedmg period; (11) a statement rcOectmg all cash receipt$ and disbw-sements for the prccedmg pe nod; (1u) a variance report rellcctmg the prnYcd" budget formal; (1v) a balance sheet as of the l.1:;1 day of the pren.•clmg 1wriod; and (v) ,1 dclmguency report hsting all Parcel Owners who arc delinquent m paying any as:;essments al the time of the report (any assess ment or m::-t.illmt>nt thereof shall be cons1dercd to be delm(jtlent on the 15th day following the due datc unle,:,-the Board spec1fit's otherwise by resolution).
l the time of the report (any assess ment or m::-t.illmt>nt thereof shall be cons1dercd to be delm(jtlent on the 15th day following the due datc unle,:,-the Board spec1fit's otherwise by resolution).
(c) An annu.il report consisting of at least the following ,;hall be made available for review by Parcel Owner,; w1thm 180 days after the close of the fiscal year: (i) a balance sheet; (ii) an op erating (mcomc) statement; and (m) a :;tatement of changes 111 financial po::-itJon for the fiscal year.
Such annual report shall be prepared on an ,1u dited, reviewed, or compiled basis, as the Board de term mes.
7.4. Borrowing.
The Assonat1on :;h,111 have the power to bor row money for any legal purpose. However, the Bo.ird shall obtam Parcel Owner approval 111 the same manner provided m the Charter for Spccial Assessments 1f the proposed borrowmg 1s for the provements .md the total amount of such bor rowmg, together with all other debt mcurred w1thm the previous 12-month period, exceeds or gross t·xpemes for that fiscal year.
7.5. Right to Contract.
tract with any Person for the performance of var ious duties and functions. This right shall m cludc, without lim1tat1on, the nght to enter mto common management, operational, or other agreements with trusts, condominiums, coopera17 ttves, and other owners or residents associalJOJh, within and outside Symphony Park. The Board shall consent to any common managemen t agreement.
7.6. Agreement s, Contract s, Deeds, Leases, Checks, Etc.
All Assoc1ahon agreements, contracts, deeds, leases, checb, and other mstrtm1c nts shall be executed by at least two oflkcrs or by such other
7.6. Agreement s, Contract s, Deeds, Leases, Checks, Etc.
All Assoc1ahon agreements, contracts, deeds, leases, checb, and other mstrtm1c nts shall be executed by at least two oflkcrs or by such other person or persons as the Board may designate by resoluUon.
symphony park -bylaws doc name change redlined 060809 (2).doc Chapter 8 Enforcement Procedure s vided 111 the Charter, to unpose ~anctlom l'or any v10lat1on ol the Governmg Donunents. To the extent specifically requu-ed by the Charter, the Board :;hall comply with the following proce dures prior to unpo:s1t1on of sanctions: 8.1. Notice and Response.
The Board or its delegate shall serve the al leged violator with wntten notice describmg (a) the nature of the alleged v1olat1on, (b) the pro posed sanction to be imposed, (c) the alleged violator shall have IO days lo present a written request tor a hearing to the Board or the Cove nants Committee (ti' one has been appointed pur suant to Chapter 5), and (d) a statement tJ1al the proposed sanctHm may be 1mposcd as contamed in the notice unless a hearmg 1s requested within l+ days of the notice; provided, prior lo 1mpos111g a fine agamst a Parcel Owner, the Board shall schedule and hold a hearing, to the extent rc qmrcd 111 accordance with ~ecuon 116.31031 of the Act, and the Parcel Owner agamst whom the fine will be imposed shall be provided a reasona ble opportunity to prepare for and be present at such he armg.
The alleged violator shall respond lo the no t1cc of thc-allcgcd v1olat1on m wr1tmg w1thm such 14-day period, regardless of whether the alleged violator 1s challcngmg tJ1e unpos1llon of the pro posed sanction. 11' the alleged violator cures the alleged v1olat1on and notifies the Board m wntmg
14-day period, regardless of whether the alleged violator 1s challcngmg tJ1e unpos1llon of the pro posed sanction. 11' the alleged violator cures the alleged v1olat1on and notifies the Board m wntmg within such 14-day penod the Board may, but shall not be obligated lo, waive the sanction.
Such waiver shall not constitute a waiver of tJ1e right to sanction future v1olatiom: of the sanw or other provisions of tJ1e Governing Docwnenl,; 18 by any Person. Except m the event of the impo :.-illon of a fine, 111 which ca,;e the Board shall quired m acco1·dancc with Section 116.31031 of the Act, 11' a tm1ely request for a hearmg 1s not made, the s,mction stated m the notice may be unposed without a hcanng; provided the Board or Covenants Commmee may, but shall not be obligated to, su:spcnd any proposed sanction 1f the violation is nu·ed within the 14-day period.
Prior to the efTectiveness of sanctions im posed pursuant to this Chapter, proof of proper notice shall be placed in tl1e minutes of the Board or Covenants Committee, as applicable. Such proof shall be deemed adequate 1f a copy of the nollce, together w1tl1 a statement of the date and manner of delivery, 1s entered by the officer, di rector, or agent who delivered such notice. The notice requirement shall be deemed satisfied if tJ1e alleged violator or its representative rcque:;t:; and .1ppt'ar:; at the hearmg..
Notw1thstandmg the above, prior to 1mpos111g a fine, the Board shall provide the alleged violator with such notice of the existence of the Governmg Docwnent provision and the alleged v10lat1on as 1:: required under Section 1 16. 31031 (2) of tJ1c Act.
8.2. Hearing.
11 a hcanng 1:s requested wnhm the allotted 14-day period or if a hearing is otherwise rc-
provision and the alleged v10lat1on as 1:: required under Section 1 16. 31031 (2) of tJ1c Act.
8.2. Hearing.
11 a hcanng 1:s requested wnhm the allotted 14-day period or if a hearing is otherwise rc9uu-e<l tmder Section 116. 31031 of the Act, tJ1e hearing shall be held Ill executive session before the Covenants Committee or, if no Covenants Committee has been appomtcd, before the Board. Tlw alleged violator ~hall be afforded a reasonable opportwul y to be heard. The minutes of the mceungs ot' the Board or Covenants Committee, as applic,,ble, ~hall contain a wnllen statement of the re:cults of the hcanng (1.c., the Board's or Comm1llec's dcc1s1on) and tJ1e s,mc llon, 1 f any, lo he imposed.
If a t1mdy n:quest ior a ht'anng 1s not made, the sancllon stated m the nouce sh,111 be 1mpos~'d; provided the Board or Covenants Commit lee may, but shall not be obligated lo, suspend ,1ny proposed sanction 1f t.hc v1ol,,uon 1s cured ,,·1thm the I +-day period. Such suspension :-hall not constitute a waiver of the nght to :;anct1on future v10lalions of the same or other provisions and rules by any Per;on.
8.3. Appeal.
Followmg a hearmg before the Covenants Committee, the violator shall have the nght to appeal the dec1s1on to the Board. To exercise this nght, the v10lator must deliver a wnllcn no mg date.
19 Cha ter 9 M isceJla n eo us 9.1. Fiscal Year.
The Associauon's fiscal year shall be the ca lendar year unless the Board establishes a differ ent fiscal year by resolution.
9.2. Parliam entarv Ruks.
~ Except as ma)' be modified by Board resolu tion, Robert's Rules ef Order (current edition) shall govern the conduct of Assoc1allon proceedings
t fiscal year by resolution.
9.2. Parliam entarv Ruks.
~ Except as ma)' be modified by Board resolu tion, Robert's Rules ef Order (current edition) shall govern the conduct of Assoc1allon proceedings when not m conllict w1th Nevada law or the Go vemmo Documents. ~ 9.3. Conflicts.
Ir there are con01cts among the provisions of Nevada law, the Articles of Incorporation, tl1e Charter, and these By-Laws, the provisions of Nevada law, the Charter, the Articles of Incorpo ration, and the By-L,,ws (in that order) shall pre vail.
9.4. Books and Rl'cords.
(a) Turnowr of Books and Records.
W1thm 60 day:; after termination of the Founder Control Penod, the Founder shall deliver to the Asrne1at10n all property, boob: and rcc01-ds of tlic Association.
(b) Inspection by Members and illort9a tion and copying by any holder, msurer or gua rantor of a first Mortgage on a Parcel, any Parcel Owner, or the duly appomted repre~entat1ve of any of the loregomg at any reasonable time and for a purpose reasonably related to !us or her m tercst m a Parcel: the Governmg Documents, the membership register, books of account, the mmute,; of meetmgs of the P.u-ccl Owner:,, tl1e 20 Board, and conrn11ttees, and any other 1-ecords as rcqlllred by Nevada law. The Board shall pro vide for :.-uch mspection to take place w1thm I 0 busmcss days after receipt of a written rcc1ucs1 for access at tl1e Association's office or at such other place w1thm Symphony Park as the Board shall designate.
(c) Rules for Inspection. The Board shall establish rules with respect to: (i) me frequency and manner of inspect10n; (11) hours and day:; of the week when such an mspection may be made; and (iu) payment of the cost of reproduc ing docw11cnu,; requested.
es with respect to: (i) me frequency and manner of inspect10n; (11) hours and day:; of the week when such an mspection may be made; and (iu) payment of the cost of reproduc ing docw11cnu,; requested.
( d) inspection by Directors. Every direc tor shall have the absolute right at any reasonable tm1c to mspcll all Assoctillton books, record~, and documents and the phy~ical properties owned or controlled bv the Association. A direc- , tor's nght of inspection mcludes the nght to make <1 copy of relevant doctm1ents at the Assoc1at1on's expcn~l'.
9.5. Notices.
(a) Form of Notice and 1lfethod of Deli very. Except as otherwise provided in the Char ter or thc:;e By-Law:; or by law, all notices, de mands, bills, statemenls, or other communica tions under the Charter or these By-Laws shall be m wnting and may be delivered 111 person, by U111ted State;:; mail, by private carrier, or 1f the mtendcd rec1pient has given its prior written au thorization to use rnch method of delivery, by fac:mnile or ckctromc mail wnh wntlen confir mallon of transm1ss1on.
(b) Deli,·ery Address. Notices ::.h.ill be delivered or sent to the mtcnded rcc1p1cnt as fol lows: (1) 1f lo a Parcel Owner, at the ,,ddress, telephone facsun1lc number, or e-mail ad dress wluch the Parcel O,rner has designated 1n writing and filed with the Secretary or, if no SUl.h address ha:c: been designated, at the address of the Parcel of such Owner; (ii) 11' to a Parcel Assoc1at1on, the Parcel Association's board of directors, or a committee of either, at the address, facsunile nwnber, or e-mail address of the principal office of the Parcel Association or its managing agent, or at such other address as the Parcel Association shall designate by notice 111 wntmg to the Parcel Owners pursuant to this Secuon;
e principal office of the Parcel Association or its managing agent, or at such other address as the Parcel Association shall designate by notice 111 wntmg to the Parcel Owners pursuant to this Secuon; (in) if to the Association, the Board, or a commlllce of either, at the addrc::.s, facsimile nwnber, or e-mail addres:1 of the principal office of the Assoc1auon or its managmg agent, or at natt' bv notice.> 111 writmg to the Parcel Owners pursuant to th1:,; Sccuon; or (iv) 1f to the Fow1der, at the Found er's principal address a::-1t appears on the Secre tary of State's records, or at such other address as the Founder ~hall de:-1gnate by nol!ce 111 writing to the Assoc1auon pursuant lo this Section.
(c) Ejfectil'e Date. Notice sent m ac:C'Or dance with sub~eclions (a) and (b) shall be deemed to have been duly given and dTeclJve: (1) 1f sent by United States mail, when deposited with the LI. S. Postal Service, correctly addressed, with ftr:-t class or higher pnonty postage prepaid; (11) 1f delivered personally or by private earner, when actually delivered to the ad21 dress of the mtended rec1p1ent, ds evidenced by the s1gn,1ture of the person at rnc:h ,1ddrcss who accepts such delivery; or (111) ,r sent by telephone foc:-11rnle or electromc mail, upon tran:sm1ss1on, a,:; evidenced by a printed confirmation of tra.ns111bs1on.
9.6. Amendm ent.
(a) By FoundeI". Unul tcrmmallon of the Founder Control Penod, the FOLmder may unila terally amend these By-Laws for any purpose; provided, no amendment that would adversely affect the utle to any Parcel shall be binding upon such Parcel unless the Parcel Owner shall consent in ¥.rr1ling; and provided, further, no umlateral amendment by the Founde1- may materially ad
ely affect the utle to any Parcel shall be binding upon such Parcel unless the Parcel Owner shall consent in ¥.rr1ling; and provided, further, no umlateral amendment by the Founde1- may materially ad versely effect the substantive rights of Parcel Owners who arc the owners of' more than I O°o or the total acreage comprbing the Parcels.
(b) By the Board. The Board may tmila lerally amend the::-e By-Laws 11' such amendment is necessary (i) to bring any prov1:,;ion mto com pliance with any applicable governmen tal statute, rule, regulauon, or 1ud1c1al dctcrmmalion; (Ii) to enable any reputable title mrnrance company to issue title insurance cover.igc on I he Parcels; (111) to sat1sly the requ1rements ol any local, state, or federal governmental agency; or (1v) as nece:; ::.ary to clartf y or correct technical, typographical, or scrivener's errors. However, no amendment under th1s paragraph that would adver::.ely alTect the Utle to any Parcel shall be bindmg upon :rnch Parcel unless the Parcel Owner shall coment 111 writmg.
(c) By Parcel Owners. Except as other these By-Laws, these By-Laws may be amended only by the affirmative vote or wrillen consent, or ,my combination thereof, of Parcel Owners represent mg 67% of the total votes m the Associ ation. In add1t1on, during the Developmen t and Sale Period, any such amendment shall also re t1urre the Founder's written consent.
Nol wtUbtandmg the above, the percentage not be less than the prescribed percentage of aJ l'1m1alive votes required for ac11on to be tah'n under that clau,;c.
(d) l'alidity and Ejfectivc Date of Amendm ent!>. Amendment:; lCl these By-Laws
l'1m1alive votes required for ac11on to be tah'n under that clau,;c.
(d) l'alidity and Ejfectivc Date of Amendm ent!>. Amendment:; lCl these By-Laws later ellect1vc date 1,; spec11'1cd thcrem. Any pro cedural d1c11lenge lo an amendment must be made within six months of its rccordatton, or such amendmcm sh,111 be presumed 10 h,we been valid] y adopted. In no event ,;hall a change of conditions or cirn1m:;1ances oper,lle lo amend No amendment may remove, revoke, or mocltfy any right or privilege of the Fotmdcr without tl1e wnltcn con,;ent of Founder or the assignee of :;uch right or pnv1 k·ge.
22 CF.RTIACATIO I, the undersigned, do herch) ct rtif'): ,>ada. nonprofit corpnr.itmn; a meeting of the Board of Dirrctors tht"n:of held on the 21" <U) ol September. 2011 .
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SYMPHONY PARK MASTER ASSOCIATION EXHIBIT September 21, 2011 EXHIBIT "G" Retail Use Allocation Schedule Symphony Park Master Association Retail Uses by Location This schedule is to create certain retail zones within Symphony Park in an effort to spread pedestrian and vehicular traffic around the community and to limit certain retail uses to certain zones. To petition a pro hibited use in a particular location, an application must be made to, and approved by, the Symphony Park Masters Association (UPMA). This document only regulates retail uses for businesses with store fronts that have direct street access within Symphony Park and/or display windows that front on Symphony Park Streets. It is not the intent of this document to restrict retail within enclosed malls, office buildings, or ho tels where the entrance to multiple vendors is through a common entrance and such businesses also do not have display windows on Symphony Park Streets.
within enclosed malls, office buildings, or ho tels where the entrance to multiple vendors is through a common entrance and such businesses also do not have display windows on Symphony Park Streets.
The recommended minimum but not mandatory operating hours of street level retail shops are 10:00 a.m.
until 6:00 p.m. Various retail uses may open earlier or later or stay open later than the recommended times and may close during holidays. Street level retail uses are encouraged to stay open during UMPA special events. All street level retail and commercial uses are required to post hours of operation in their street frontage window or door.
Medical District (Blocks A 1, A2, J, K, and the portion of blocks B, HI/, & L that front along W. Clark) Merchandising Goal: To provide retail goods and services for the daytime population while encouraging an after work / late night atmosphere.
Desired Uses: • Brew Pubs • Urban Lounges • Taverns • Office Services/ Mailbox Services • Office Supply Retail • Drug Stores I Prescription Services • Storefront professional services that have a retail component visible from the street (eg. Optician, Day Spa, Beauty Salon, etc.)
• Banks • Convenience Markets up to 5000 square feet • Museums • Music related goods and services (only on block H/1) • Theaters section.
Prohibited Uses: • Professional Storefronts without retail services • Designers/Interior Decorators 3 • Upscale Antiques and/or Collectibles • Retail Furniture • Home Furnishings and Accessories • Soft Good Retailers • Men / Women Clothing • Men / Women Shoes • Specialty Stationery
terior Decorators 3 • Upscale Antiques and/or Collectibles • Retail Furniture • Home Furnishings and Accessories • Soft Good Retailers • Men / Women Clothing • Men / Women Shoes • Specialty Stationery • Retail Electronics and computer s • Bath Body Retailers (unless part of a Day Spa) • GiftStores • Stand alone Jewelry Store • Personal Care Retail (unless part of a Beauty Salon) • Wine Bar (not to be confused with liquor service in a restaurant) • Wine Shops • Grocery Stores over 5000 square feet • Dry Cleaners • Nail Salons (unless part of a Day Spa or Beauty Salon) • Items specifically prohibited per UPMA Charter Promenade (Areas Fronting on Promenade at Blocks 8, H/1) Merchand ising Goal: To provide uses catering to the residents and their Symphony Park Home, while attracting customers from the World Market Center and to create an arts & design related district Desired Uses: • Art Galleries • Museum (only on block H/1) • Designers/Interior Decorators • Upscale Antiques • Retail Furniture • Home Furnishings and Accessories • Book Stores • Music related goods and services • Performing Arts Center Gift Shop (only on block H/1) *Due to parking limitations on Block Hfl, It is recommended that no more than one of restaurant , supper club, cafe, or cof.
fee house be incorporat ed into the leasing program for this block.
Prohibited Uses: • Professional offices/Services • Financial Services or Banks • Soft Good Retailers • Men / Women Clothing • Men / Women Shoes • Specialty Stationery • Retail Electronics and computers • Bath Body Retailers • Gift Stores • Stand alone Jewelry Store • Eyeglass or Sunglass stores 4 • Personal Care Retail • Liquor Stores and/or Wine Shops • Day Spas • Beauty Salons • Grocery Stores • Convenien ce Stores • Dry Cleaners
es • Stand alone Jewelry Store • Eyeglass or Sunglass stores 4 • Personal Care Retail • Liquor Stores and/or Wine Shops • Day Spas • Beauty Salons • Grocery Stores • Convenien ce Stores • Dry Cleaners • Office services/Mailbox Services • Office Supply Retail • Pet Stores • Drug Stores / Prescription Services • Convenience Markets • Theaters • Night Clubs • Nail Salons • Items specifically prohibited per UPMA Charter Promenade (Blocks C, D, F, & G) Merchandising Goal: To create a major retail destination by attracting an eclectic mix of specialty soft goods retailers and food & beverage.
Desired Uses: • Soft Good Retailers • Men / Women/Children 's Clothing • Men / Women/Children 's Shoes • Specialty Stationery • Retail Electronics and Computers • Bath Body Retailers • GiftStores • Sunglasses • Personal Care Retail • Coffee House • Wine bar • Wine Shops and Fine Spirits • Tobacco Sales and Consumption Prohibited Uses: • Department Stores • Discount Stores • Liquor Stores other than wine shops and fine spirits • Fast Food, Quick Service, and or Formula Restaurants • Taverns • Professional Storefronts except with a day spa • Grocery Stores over 5,000 square feet • Convenience Stores unless connected to a hotel • Dry Cleaners • Nail Salons (unless part of a Day Spa or Beauty Salon) • Office services/Mailbox Services unless connected to a hotel • Office Supply Retail unless connected to a hotel • Pet Stores • Drug Stores with Prescription Services • Movie Theaters 5 • Night clubs unless connected to a hotel • Items specifically prohibited per UPMA Charter tion.
less connected to a hotel • Items specifically prohibited per UPMA Charter tion.
Grand Central Gateway (Portions of Blocks B, C along Discovery Avenue adjacent to Parcel M1) Merchandising Goal: To provide a signature entrance into Symphony Park from Grand Central Parkway Desired Uses: • Iconic Restaurant • Museum • Gallery Mart, etc.)
• National high-end specialty retailer Prohibited Uses: • Any other use than permitted above • Items specifically prohibited per UPMA Charter Grand Central Gateway Extension (Portions of Blocks B, C along Discovery Avenue adjacent to Parcel M2) Merchandising Goal: To create a major retail destination by attracting an eclectic mix of specialty soft goods retailers and food & beverage.
Desired Uses: • Soft Good Retailers • Men/ Women Clothing • Men/ Women Shoes • Specialty Stationery • Retail Electronics and Computers • Bath Body Retailers • GiftStores • Sunglasses • Personal Care Retail • Coffee House / Cafe • Restaurants I supper clubs • Wine bar • Wine Shops Prohibited Uses: • Department Stores • Discount Stores • Liquor Stores other than wine shops • Fast Food, Quick Service, and or Formula Restaurants • Taverns • Professional Storefronts • Grocery Stores • Convenience Stores • Dry Cleaners • Nail Salons (unless part of a Day Spa or Beauty Salon) 6 • Office services/Mailbox Services • Office Supply Retail • Pet Stores • Drug Stores I Prescription Services • Theaters • Night Clubs • Items specifically prohibited per UPMA Charter Discovery Avenue (Portions of Blocks B, C along Discovery Avenue adjacent to Parcel M2 and Por
Stores I Prescription Services • Theaters • Night Clubs • Items specifically prohibited per UPMA Charter Discovery Avenue (Portions of Blocks B, C along Discovery Avenue adjacent to Parcel M2 and Por tions of Blocks G, HI/ along Discovery Avenue adjacent to Parcel M3) Merchandising Goal: To create a major retail destination by attracting an eclectic mix of specialty soft goods retailers and food & beverage and services and specialty retail Desired Uses: • Soft Good Retailers • Men / Women/Children 's Clothing • Men/ Women/Children 's Shoes • Specialty Stationery • Specialty Foods (Non Supermarket) • Retail Electronics and Computers • Bath Body Retailers • Gift Stores • Sunglasses • Jewelry • Personal Care Retail • Coffee House / Cafe • Restaurants I Supper clubs/ Hotel Lobby Bar • Wine Shops and Fine Spirits • Day Spa or Beauty Salon • Hotel • Lounges and Taverns Prohibited Uses: • Department Stores • Discount Stores • Liquor Stores other than wine shops and fine spirits • Fast Food, Quick Service, and or Formula Restaurants • Taverns • Movie Theaters • Night Clubs • Professional Storefronts except with a day spa • Grocery Stores over 5,000 square feet • Convenience Stores unless connected to a hotel • Dry Cleaners • Nail Salons (unless part of a Day Spa or Beauty Salon) • Office services/Mailbox Services unless connected to a hotel • Office Supply Retail unless connected to a hotel • Pet Stores • Drug Stores with Prescription Services • Items specifically prohibited per UPMA Charter 7 Symphony Park (Blocks M2, M3) Merchandising Goal: To provide a casual setting with the use of small kiosks for guests at the Park to enjoy food and beverage.
Permitted Uses*: • Coffee/Tea • Wine & Cheese Bar • Ice Cream • Chocolate
erchandising Goal: To provide a casual setting with the use of small kiosks for guests at the Park to enjoy food and beverage.
Permitted Uses*: • Coffee/Tea • Wine & Cheese Bar • Ice Cream • Chocolate • Quick Service Food which require very limited on-site prep such as bagels, sandwiches , salads Prohibited Uses: • Any other use than permitted above • Items specifically prohibited per UPMA *Such permitted uses will only be allowed in designated kiosks and/or from mobile vendor carts as may be allowed per the rules and regulations of Symphony Park.
City Parkway (Blocks HI/, F, G, L, N, 01, 02) Merchandisin g Goal: To provide daily goods and services to the residents and employees at Symphony Park Desired Uses: • Grocery Store (east side of street only) • Drug Store (east side of street only) • Dry Cleaners • Nail Salon • Health & Beauty • Professional Services • Retail Electronics and Cellular services • Mail Services • Banks • Book Store • Video Rental • Pet Store • Bakery • Butcher • Restaurants I Supper Clubs / Taverns • Luncheonettes I Delicatessen • Coffee House I Cafe • Liquor Store Prohibited Uses: • Department Stores • Discount Stores • Movie Theaters • Night Clubs unless connected to a hotel • Items specifically prohibited per UPMA Charter Casino District (Blocks P, Q) 8 Merchandising Goal: To provide nighttime and entertainment uses expected in Las Vegas Desired Uses: • Taverns • Supper Clubs • Casino • Restaurants • Theatres • Night Clubs • Hotel related retail • High-end Department Store (not discount such as Kohl's, Target, Wal-Mart , etc.)
Prohibited Uses: • Discount Stores (eg. 99 cent stores, etc.)
• Liquor Stores • Fast Food Restaurants • Professional Storefronts • Grocery Stores • Convenience Stores • Dry Cleaners
, Wal-Mart , etc.)
Prohibited Uses: • Discount Stores (eg. 99 cent stores, etc.)
• Liquor Stores • Fast Food Restaurants • Professional Storefronts • Grocery Stores • Convenience Stores • Dry Cleaners • Nail Salons (unless part of a Day Spa or Beauty Salon) • Office services/Mailbox Services • Office Supply Retail • Pet Stores • Drug Stores I Prescription Services • Designers/Interior Decorators • Upscale Antiques and/or Collectibles • Retail Furniture • Home Furnishings and Accessories • Retail Electronics and Computers • Bath Body Retailers • GiftStores • Sunglasses • Personal Care Retail (unless part of a Day Spa or Beauty Salon) • Items specifically prohibited per UPMA Charter World Jewelry Center (Block E -Promenade) Merchandising Goal: To provide retail goods and services consistent with Desired Uses: • Restaurants/ Supper Clubs/ Cafe • Fast food and quick service restaurants (within Plaza frontage only) • Retail Jewelry • Upscale collectibles • Galleries • Banks • Investment Brokerage Prohibited Uses: • Discount Department Stores (eg. Kohls, Target, Wal-Mart , etc.)
• Discount Stores (eg. 99 cent stores, etc.)
9 Liquor Stores other than wine shops and fine spirits Fast Food, Quick Service, and or Formula Restaurants (unless within Plaza frontage) • • Professional Storefronts Grocery Stores Convenience Stores Dry Cleaners • • • • Nail Salons (unless part of a Day Spa or Beauty Salon) Pet Stores Drug Stores I Prescription Services Designers/Interior Decorators Retail Furniture • • Home Furnishings and Accessories Retail Electronics and Computers Bath Body Retailers Gift Stores Sunglasses • • • Personal Care Retail (unless part of a Day Spa or Beauty Salon) Items specifically prohibited per UPMA Charter World Jewelry Center {Block E -City Parkway)
Body Retailers Gift Stores Sunglasses • • • Personal Care Retail (unless part of a Day Spa or Beauty Salon) Items specifically prohibited per UPMA Charter World Jewelry Center {Block E -City Parkway) Merchandising Goal: To provide retail goods and services consistent with Desired Uses: • Restaurants I Supper Clubs / Cafe • Fast food and quick service restaurants (within Plaza frontage only) • Banks • Investment Brokerage • Convenience Stores • Dry Cleaners • Drug Stores I Prescription Services • Nail Salons • High-end Department Stores (not discount such as Kohl's, Target, WalMart, etc.)
• Health & Beauty • Professional Services • Retail Electronics and Cellular services • Mail Services • Book Store • Video Rental • Pet Store • Bakery • Butcher • Luncheonettes / Delicatessen • Coffee House / Cafe • Liquor Store Prohibited Uses: • Discount Department Stores (eg. Kohls, Target, Wal-Mart , etc.)
• Discount Stores (eg. 99 cent stores, etc.)
• Fast Food, Quick Service, and or Formula Restaurants (unless within Plaza frontage ) 10 • Grocery Stores • Pet Stores • Designers/Interior Decorators • Retail Furniture • Home Furnishings and Accessories • Bath Body Retailers • GiftStores • Sunglasses • Personal Care Retail (unless part of a Day Spa or Beauty Salon) • Items specifically prohibited per UPMA Charter 11