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COVENANTS, CONDITIONS & RESTRICTIONS prepared for :

4415 W. Powell Drive New River, AZ 85087

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WIRE FRAUD ADVISORY Criminals are targeting social media and email to steal information. This is particularly common in real estate transactions because sensitive data, including social security numbers, bank account numbers, and wire instructions are often sent by electronic means. We do not want you to be the next victim of wire fraud. Money wired to a fraudulent account is stolen money that typically cannot be recovered. Additionally, there is generally no insurance for this loss. You may never get the money back.

PROTECT YOURSELF

DO NOT TRUST EMAILS CONTAINING WIRE INSTRUCTIONS • If you receive an email containing wire transfer instructions, immediately call your escrow officer to ensure the validity of the instructions. DO NOT TRUST EMAILS SEEKING PERSONAL/FINANCIAL INFORMATION • If you receive an email requesting personal/financial information or asking you to download, click on a link, send, and/or do anything that may seem unusual to you, call your escrow officer immediately prior to acting on the suspicious email to verify the validity of the email. TRUST YOUR SOURCE OF INFORMATION • Never direct, accept or allow anyone in the transaction to consent to receiving transfer instructions without a direct personal telephone call to the individual allegedly providing the instructions. • It is imperative that this call be made to a number obtained in person from the individual or through other reliable means, not from a number provided in the email or the wiring instructions.

ONLINE RESOURCES: There are many online sources that can provide useful information regarding similar topics including, but not limited to, the following sites: The Federal Bureau of Investigation @ https://www.fbi.gov/scams-and-safety The Internet Crime Complaint Center @ www.ic3.gov The National White Collar Crime Center @ http://www.nw3c.org/research On Guard Online @ www.onguardonline.gov

VERIFY AND NOTIFY

Before you wire funds to any party (including your lawyer, title agent, mortgage broker, or real estate agent) personally meet them or call a verified telephone number (not the telephone number in the email) to confirm before you act! Immediately notify your banking institution and Settlement/Title Company if you are a victim of wire fraud.

The undersigned acknowledges receipt of this Wire Fraud Advisory.

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LIMITATION OF LIABILITY FOR INFORMATIONAL REPORTS

IMPORTANT -- PLEASE READ CAREFULLY:

This report is not an insured product or service or a representation of the condition of title to real property. It is not an abstract, legal opinion, opinion of title, title insurance commitment or preliminary report, or any form of Title Insurance or Guaranty. This report is issued exclusively for the benefit of the Applicant therefor and may not be used or relied upon by any other person. This report may not be reproduced in any manner without First American or Title Security's prior written consent. First American or Title Security does not represent or warrant that the information herein is complete or free from error, and the information herein is provided without any warranties of any kind, as-is, and with all faults. As a material part of the consideration given in exchange for the issuance of this report, recipient agrees that First American or Title Security's sole liability for any loss or damage caused by an error or omission due to inaccurate information or negligence in preparing this report shall be limited to the fee charged for the report. Recipient accepts this report with this limitation and agrees that First American or Title Security would not have issued this report but for the limitation of liability described above. First American or Title Security makes no representation or warranty as to the legality or propriety of recipient's use of the information herein.

BY-LAWS·

OF ANTHEM :PARKSIDE COMMUNITY ASSOCIATION, INC.

Hyatt & Stubblefield, PC, 225 Peachtree Street, N.E., Suite 1200 Atlanta, Georgia 30303 (404) 659-6600

TABLE OF CONTENTS

1.1. Name

. 1.2. Principal Office 1.3. Definitions.........................................................•

Article II Association: Membership, Meetings, Quorum, Voting, Proxies

2.1. Membership 2.2. Place of Meetings 2.3. Annual Meetings 2.4. Special Meetings 2.5. Notice ofMeetings 2.6. Waiver of Notice :: 2.7. Adjournment ofMeetings 2.8. Voting 2.9. Proxies 2.1 O. Majority 2.11. Quorum 2.12. Conduct ofMeetings 2.13. Action Without a Meeting

1 1 1 1 2 2 2 3 3 3 3

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Article ill Board of Directors A. Composition and Selection 3.1. Governing Body; Composition 3.2. Number ofDirectors 3.3. Directors Appointed by the Class "B" Member. 3.4. Nominations and Declarations of Candidacy 3.5. Election and Term of Office 3.6. Removal ofDirectors and Vacancies , ", " , B. Meetings 3.7. Organizational Meetings ,,, 3.8. Regular Meetings " , 3.9. Special Meetings 3.10. Waiver ofNotice 3.11. Quorum of Board of Directors : 3.12. Compensation 3.13. Conduct of Meetings 3.14. Open Meetings 3.15. Action Without a Fonnal Meeting 3.16. Video and Telephonic Participation

4 4 4 4 A .4 5 5

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3.18. Powers

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3.19. Duties

C. Powers and Duties 3.17. Statement of Operational Policy

3.20. Right of Class i$1f Member to Disapprove Actions 3.21. Management.. 3.22. Accounts and Reports 3.23. Borrowing.. 3.24. Right to Contract. 3.25. Enforcement. 3.26. Board Standards

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4.1. Officers 4.2. Election and Term of Office " 4.3. Removal and Vacancies 4.4. Powers and Duties ~ 4.5. Resignation 4.6. Agreements, Contracts, Deeds, Leases, Checks, Etc 4.7. Compensation 00

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15 15 15 15 15 16 16

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5.1. Committees of the Board 5.2. Other Committees 5.3. Deed Restriction Enforcement Committee

Article VI Miscellaneous

16 16 17

6.1. Fiscal Year 6.2. Parliamentary Rules 6.3. Conflicts 6.4. Books and Records 6.5. Notices 6.6. Indemnification , 6.7. Amendment. 6.8. Membership Book

10 11 11 13 13 13 14

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OF ANTHEM PARKSIDE COMMUNITY ASSOCIATION, INC.

Article I

Name, Principal Office, and Definitions

Name. The Association's name shall be Anthem Parkside Community 1.1. Association, Inc. ("Association"). 1.2. Principal Office. The Association's principal office shall be located in Maricopa County, Arizona. The Association may have such other offices as the Board may determine or as the Association's affairs may require. 1.3. Definitions. The words used in these By-Laws shall be given their normal, commonly understood definitions. Capitalized terms shall have the same meaning as set forth in the Recorded Declaration of Covenants, Conditions, and Restrictions for Anthem Parkside C'Declaration") unless the context indicates otherwise. Article IT

Association: Membership, Meetings, Quorum, Voting, Proxies

2.1. Membership. The Association shall have two classes of membership, Class "A" . and Class "B," as set forth in the Declaration. The provisions pertaining to membership in the Declaration are incorporated herein by this reference. I

•

2.2. Place of Meetin~..Association meetingsshall be held within Anthem or at such other suitable place within Maricopa County, Arizona as the Board may designate. 2.3. ,A.rmual Meetings.. The Association's first meeting, whether a regular or special meeting, shall be held within one year after the Association's incorporation. Subsequent regular annual meetings shall be held each year on a date and at a time set by the Board. In the event that a quorum, as defined in Section 2.11, is not present at an annual meeting, the Association may hold the meeting for informational purposes; provided, the Association may not take any action at such meeting unless a quorum is present 2.4. Special Meetin~. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting if so directed by Board resolution or upon a petition signed by Class "A" Members holding at least 25% of the Association's voting power.

2.5.. ;Notice of Meetings. The Association's Secretary shall cause written notice stating the place, day, and hour of any Association meeting to be given in any manner permitted by Arizona law. If so permitted, notice may be posted in a conspicuous, prominent place within Anthem, delivered by hand delivery, or sent to each member by United States mail (postage prepaid) facsimile, computer, fiber optics, cable, other similar communication devices, or such

other manner which is, reasonably calculated, as determined in the discretion of the Board, to provide personal notice to the Members entitled to notice. Any notice shall be delivered not less than 10 nor more than 50 days before the date of such meeting, by or at the direction of the President or the Secretary or other officers or Persons calling the meeting.

In the case of'a special meeting or when otherwiserequired by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. No other business shall be transacted at a special meeting except as stated in the notice. If'posted, notice of a meeting shall be deemed delivered upon its posting. If mailed, notice shall be deemed delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the Association's records, with postage prepaid. If sent by facsimile, computer, fiber optics, cable, or such other similar communication device, notice shall be deemed delivered when transmitted to the Member at his or her address or number as it appears on the Association's records. The failure of any Member to receive actual notice of a meeting of the Members shall not affect the validity of any action taken at such meeting. 2.6. Waiver ofNotice. Waiver of notice ofa meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any Association meeting, either before or after such meeting. Attendance at a meeting by a Member shall be deemed a waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting also shall be deemed waiver of notice of all business transacted unless an objection on the basis oflack of proper notice is raised before the business is put to a vote. 2.7. A.djournment of Meetings. If any Association meeting cannot be held because a quorum is not present, a majority of the Members who are present at such meeting may, without further notice, adjourn the meeting to a date not less than five nor more than 30 days from the time the original meeting was caned. At the reconvened meeting, if a quorum is. present, any business may be transacted which might have been transacted at the meeting originally called. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings. 2.8. Voting. Members shall have such voting rights as set forth in the Declaration. Such voting rights provisions are incorporated herein by this reference. Members may vote at a meeting by voice vote or ballot or may vote by mail without the necessity of a meeting, as determined by the Board; provided, meetings shall be held when required by the Declaration, these By-Laws, or Arizona law. Votes for the election of directors shall be cast by secret written ballot. All .votes of the Members at meetings shall be subject to the quorum requirements of Section 2.11.

2.9. Proxies .. Members may vote in person or by proxy. Only a Member or director or officer of the Association may serve as proxy holder. A proxy which designates a Person other than a Member, a director, or an officer of the Association as proxy holder shall be invalid. Each proxy shall be in writing, dated, signed, and filed with the Secretary prior to the meeting for which it is to be effective. Proxies shall be deemed delivered to the Secretary, if delivered by personal delivery, U.S. mail, or facsimile to the Secretary, any Board member, or the professional management agent, if any. Unless otherwise provided in the proxy, a proxy shall . cover all votes which the Member giving such proxy is entitled to cast, and in the event of any conflict between two or more proxies purporting to cover the same voting rights, the later dated proxy shall prevail. If dated as of the same date, both proxies shall be deemed invalid. A proxy shall be valid only for the meeting designated in the proxy and any adjournments thereof. The proxy of any Member shall be revocable and shall automatically cease upon conveyance of such Members Lot. 2.10. 1{ajority. As used in these By-Laws, theterm "majority" shall mean those votes, Members, or other group, as the context may indicate, totaling more than 50% of the total eligible number.

2.11. Quorum. Except as otherwise provided in these By-Laws or in the Declaration, the presence, in person or by proxy, of 10% of the Class-"A" Members of the Association and, for so long as the Class "B " membership exists, the presence of a duly appointed representative of the Class "B" Member, shall constitute a quorum at all Association meetings. Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum; provided, unless otherwise specifically set forth in the Governing Documents, any action for which a vote of the Members at a meeting is required must be approved by at least a majority ofthe votes required to constitute a quorum, 2,12. ,Conduct ofMeeting~. 'The President shall preside over all Association meetings, and Secretary shall ensure that minutes of the meeting are kept and that all resolutions adopted at the meeting, as well as all transactions occurring at the meeting, are recorded in a minute book

the

2.13. Action Without a Meeting. Any action required or permitted by law to be taken at a meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if written consent specifically authorizing the proposed action is signed by all Members entitled to vote thereon at such meeting. All such consents shall be signed and dated within 60 days after receipt of the earliest dated consent, and delivered to the Association at its principal place of busmess in Arizona. Such consents shall be filed with the minutes of the Association.

Article ill

Board of Directors

A. Composition and Selection. 3.1. Governing Body; Com12osition. The Association's affairs shall be managed by a Board of Directors which shall serve as the Association's corporate policy-making body. Each director shall have one equal vote. Except with respect to directors appointed by the Class "B" Member or the Council, directors shall be Members; provided, no more than one representative from a particular Lot may serve on the Board at the same time. Any Member who is delinquent in the payment of any assessment or other charge due the Association or the Council, or who is otherwise deemed by the Board to be in violation of the Governing Documents, shall not be eligible to serve on the Board. All directors shall complete, prior to commencing service on the Board, such-training requirements as the Board establishes. Directors shall be at least 18 years of age. In the case of a Member which is not a natural person, any officer, director, partner, or trustee of such Member shall be presumed to be eligible to serve as a director unless otherwise specified by written notice to the Association signed by such Member. No Member may have more than one such representative on the Board at a time, except in the case of directors appointed by the Class "B" Member. 3.2. Number of Directors. The number of directors in the Association shall be three or five. The initial Board shall consist of three directors as identified in the Articles. 3.3. DirectorsAPJ2ointed by the Class liB" Member. The directors which the Class "B" Member is entitled to appoint pursuant to Section 3.5 shall be appointed by the Class "B" Member acting in its sole discretion and shall serve at the pleasure of the Class "B" Member. 3.4. Nominations and Declarations of Candidac.,y. Prior to each election of directors, the Board shan prescribe the opening and closing dates of a reasonable filing period in which all eligible persons who have an interest in. serving as a director may file as a candidate for such positions. The Board shall establish such other rules and regulations as it deems appropriate to conduct the nomination of directors in a fair, efficient, and cost-effective manner. Nominations for election to the Board also may be made by a nominating committee. The nominating committee shall consist of three or more Persons and a chairperson, who shall be a Board member. The remaining members of the nominating committee shall be Members. The nominating committee may make as many nominations for election to the Board as it shall in its discretion determine. In making its nominations, the nominating committee shall use reasonable efforts to nominate candidates representing the diversity which exists within the pool ofpotential candidates. Each candidate shall be given a reasonable, equal opportunity to communicate his or her . qualifications to the Members and to solicit votes.

The above nomination procedures shall not apply to directors appointed by the Class "B" Member or the Council, respectively. . 3.5. Election and Tenn of Office. Annual elections for directors may be conducted by mail or, if permitted by Arizona law, electronically, or held at the Association's annual meeting. Each Class "A" Member shall be entitled to cast onevote with respect to each position to be filled. There shall be no cumulative voting. The candidate/a) receiving the most votes for each position to be filled shall be elected. Subject to completion of the training requirements established by the Board pursuant to Section 3.1, directors elected at such annual elections shall take office on April 1 of the following year. Except as otherwise specifically provided in these By-Laws, each director shall serve a twoyear term; provided, directors shall hold office until their respective successors are elected (or appointed as the case may be) and take office. Directors may serve up to wee consecutive terms. Until termination of the Class "B" Control Period, the Class IfB" Member may appoint all directors. In its discretion, the Class "B" Member may appoint one or more Class "A" Members to serve on the Board during the Class "B" Control Period. The appointment of Class "A" Members to the Board during the Class "B" Control Period shall not be deemed a termination of the Class "B" Control Period nor shall it create an obligation on the part ofthe Class "B" Member to continue to appoint Class liN' Members to the Board. Notwithstanding the above or any other provision of these By-Laws. within 120 days after the termination of the Class "B" Control Period, the Board shall be increased to five directors. At such time. the Association shall hold an election at which the Class "A" Members shall be entitled elect four of the five directors. (Those directors elected by the Class "A" Members are referred to as "Class "A 11 Directors,")

The two Class "An Directors receiving the most votes in such election shall serve a team which expires when the directors elected at the second succeeding annual election take office. The remaining Class "Ali Directors shan serve a term which expires when the directors elected at the next succeeding annual election (calculated as if elections were held annually) take office, After expiration of each such term, all Class "A" Directors shall serve two-year terms.

In order to facilitate communications between the Association and the Council, and to permit the Council to exercise its authority contemplated by the Community Covenant. the Council shall be entitled to appoint one director after termination of the Class "B" Control Period. The director appointed by the Council shall serve a two-year term.

As provided for in the Community Covenant, the Association shall elect one or more members of the Council Board. Nominations and elections far Council Board members shall be governed by the procedures set forth in Sections 3.4 and 3.5, as applicable, for nomination and election to the Association's Board. 3.6.E,emoval of Directors and Vacancies. Any Class "A" Director may be removed, .,with or without cause, by the vote of Class "All Members holding a majority of the votes entitled to be cast for the election of such director at any Association meeting at which a quorum is

present. Any director whose removal is sought shall be given notice prior to any meeting caned for that purpose. Upon removal of a director, a successor shall be elected by the Class "Alf Members entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director. Any Class "A" Director who has three consecutive unexcused absences from Board meetings, who is more than 30 days delinquent (or is the representative of a Member who is so delinquent) in the payment of any assessment or other charge due the Association, or who is otherwise deemed by the Board to be in violation of the Governing Documents, may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and the Board may appoint a successor to fill the vacancy for the remainder of the term. Any director appointed by the Class "B" Member may be removed only by the Class "B" Member, acting in its discretion. Likewise, any director appointed by "the Council may be removed only by the Council, acting in its discretion.

In the event of the death, disability, or resignation of a director elected by the Class "A" Members, the Board may declare a vacancy and appoint a successor to fill the vacancy until the next annual meeting, at which time the Class "A" Members entitled to fill such directorship may elect a successor for the remainder of the term. In the event of the death, disability, or resignation of-a-director appointed by the Class "B" Member or the Council, the Class "B" Member or the Council, as appropriate, may appoint a successor director to fill the vacancy. B. Meetings.

3.7. Organizational Meeting~. Each Board shall hold an organizational meeting within 30 days after newly-elected or newly-appointed directors take office. 3.8. ;RegylarMeetings. Regular meetings of the Board may be held at such time and place as the Board shall determine, but at least one such meeting shall be held each year. Notice of the time and place of the meeting shall be posted in a prominent place within Anthem Parkside or within Anthem and communicated to directors not less than four days prior to the meeting; provided, notice of a meeting need not be given to any director who has signed a waiver ofnotice or a written consent to holding of the meeting. 3.9. Special Meetil1g~. Special Board meetings shall be held when called by written notice signed by the President or by any two directors. The notice shall specify the time and place ofthe meeting and the nature of any special business to be considered. The notice shall be given to each director by: (a) personal delivery; (b) first class mail, postage prepaid; (c) telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director; or (d) facsimile, computer, fiber optics, or any such other communication device. All such notices shall be given at the director's telephone, facsimile, or e-mail number or sent to the director's address as shown on the Association's records. Notices of special meetings of the Board also shall be posted in a prominent place within Anthem Parkside or within Anthem at least three days prior to such meeting." Notices sent by first class mail shall be deposited into a

United States mailbox .at least seven business days before the time set for the meeting. Notices given by personal delivery, telephone, facsimile, or other device shall be delivered, telephoned, or transmitted at least 72 hours before the time set for the meeting. 3.10. Waiver of Notice. The transaction of any Board meeting, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held and noticed if (a) a quorum is present, and (b) either before or afterthe meeting-each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver ofnotice 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 meeting without protesting before or at its commencement about the lack of adequate notice. 3.11. Quorum of Board of Directors. At all Board meetings, a majority of me directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the Board's decision, unless otherwise specifically provided in these By-Laws or the Declaration. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of-directors, if any action taken is approved by at least a majority of the required quorum' for that meeting. If any Board meeting cannot be held because a quorum is not present, a majority of the directors present at such meeting may adjourn the meeting to a time not less than five nor more than-30 days from the date of the original meeting. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be I transacted without further notice. 3.12. Compensation. No director shall receive any compensation from the Association for acting as such; provided however, any director may be reimbursed for expenses incurred on the Association's behalf upon approval of a majority of the other directors. Nothing herein shall prohibit the Association from compensating a director, or any entity with which a director is affiliated, for services or supplies furnished to the Association in a capacity other than as a director pursuant to a contract or agreement with the Association, provided that such director's interest was made known to the Board prior to entering into such contract and such contract was approved by a majority of the Board, excluding the interested director, 3.13. Conduct of.Meetings. The President shall preside over all Board meetings, and the Secretary shall ensure that a minute book is kept of all meetings of the Board, recording all resolutions adopted by the Board and all transactions and proceedings occurring at such meetings. 3.14. Qpen Meeting§.. Subject to the provisions of Sections 3.15 and 3.16, all Board meetings shall be open to all Members! but a Member other than a director may not participate in any discussion or deliberation unless permission to speak: is authorized by a vote of the majority of a quorum of the Board. In such case, the President may limit the time any Member may speak. Notwithstanding the above, the President may adjourn any meeting of the Board and reconvene in executive session! excluding Members, to discuss any or all of the following: (a)

employment or personnel matters for Association employees;

(b)

legal advice from an attorney retained for the Board or the Association;

(c)

pending or contemplated litigation; or

(d) Documents.

pending or contemplated matters relating to enforcement of the Governing

3.15. Action Without a Ponnal Meeting. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote. Written consent or consents shall be filed with the minutes of the Board's proceedings. Within three days after all written consents to an action have been obtained, the Board shall post in a prominent place within Anthem Parkside or within Anthem a notice of the action to be taken or actually taken by the Board; provided, the obligation to post notice shall not apply to any action pertaining to any subject matter which could be discussed in. an executive session of the Board as set forth in Section 3.14. Failure to give notice shall not render the action to be taken or actually taken invalid. 3.16. Yideo and Telephonic Partici12at1on. One or more directors may participate in and vote during any regular or special Board meeting by telephone conference call, video conference, fiber optics, or similar communication equipment by means of which all Persons participating in the meeting can hear each other at the same time, and those directors so participating shall be deemed present at such meeting: Any such meeting at which a quorum participates shall constitute a Board meeting.

Co Powers and Duties. 3.17. Statement of QQerational Policy. It shall be the Association's policy, in the interest of the efficient operation of the Association. that the Board refrain from unreasonably interfering with the performance of delegated functions by the management agent or other entities to whom authority and responsibility have been delegated. In the performance of its duties and responsibilities, the Board shall act as a unified body and no individual Board member shall be authorized to speak: or act on behalf of the Board unless specifically authorized to do so in writing by the Board.

3.180 Powers. The Board shan have such powers as are necessary and appropriate for the management of the Association's affairs and for ensuring that the Association's duties and responsibilities as set forth in the Governing Documents, and as provided by law, are fulfilled. The Board may do or cause to be done all acts and things as are not required by the Declaration, Articles, these By-Laws, or Arizona law to be done and exercised exclusively by Declarant or the membership generally. The Board may delegate powers to committees, officers, a management agent or agents, or Association employees and, if so delegated, such powers may be exercised without unreasonable interference by the Board.

3.19.

Duties. Duties of the Board shall include, without limitation:

(a) adopting annual budgets which establish each Owner's share of the Common Expenses and Neighborhood Expenses, if any;

(b)

levying assessments against the Members to fund the Common Expenses and Neighborhood Expenses, if any, and establishing policies governing collection of assessments, provided, to the extent required under the Community Covenant or the Declaration, the Association's right to invoice and collect assessments from the Members shall be assigned to the Council; (c) establishing policies for the operation, care, upkeep, and maintenance of the Area of Common Responsibility and, ultimately, ensuring that such policies are carried forth; (d) approving a bank depository to receive funds on behalf of the Association and directing that all such funds be so deposited and applied toward the Association's operation; provided, any reserve fund may be deposited, in the directors' business judgment, in depositories other than banks; (e) adopting rules and regulations, including the Use Restrictions, and amendments thereto and approving sanctions for infractions thereof;

(f) required;

opening bank accounts on the Association's behalf and designating the signatories

(g) establishing policies and guidelines by which the Association shall make or contract for the making of repairs, additions, and improvements to or alterations of the Area of Common Responsibility in accordance with the Declaration and these By-LaVIS; enforcing the Governing Documents and bringing any proceedings which may be instituted on behalf of or against the Members concerning the Association; provided, the Association's obligations in this regard shall be conditioned as provided in Section 7,4 of the Declaration; .

(11)

(i)

ensuring that the Association carry property, Iiability, and commercial crime

IDsUJ:'ID1Ce, as required in the Declaration, that the cost thereof is paid, and that claims are filed and adjusted, as appropriate;

providing for the payment of all taxes and/or assessments which are or could become a lien on the Common Area or a portion thereof;

(k) . providing for the payment of the cost of all services rendered to the Association or

its Members and not chargeable directly to specific Members;

(1)

providing that books with detailed accounts of the receipts and expenditures are kept on the Association's behalf and are made available to any prospective purchaser of a Lot, any Owner, and the holders, insurers, and guarantors of any Mortgage on any Lot; making available to any prospective purchaser of a Lot, any Owner, and the holders, (m) insurers, and guarantors of any Mortgage on any Lot, current copies of the Declaration, the Articles, the By-Laws, rules and all other books, records, and financial statements of the Association are made available to any prospective purchaser of a Lot, any Owner, and the holders, insurers, and guarantors of any Mortgage on any Lot; (n) establishing policies and guidelines under which utility suppliers are permitted to use portions of the Common Area reasonably necessary to the ongoing development or operation of the Properties; (0) indemnifying a director, officer or committee member, or former director, officer or committee member of the Association to the extent such indemnity is permitted or required by Arizona law, the Declaration, the Articles, and these By-Laws; and

(P) cooperating with the Council in the performance of its rights and obligations under the Community Covenant and the Governing Documents and providing for the election of one or more members to serve on the Council's Board of Directors as provided in the Community Covenant 3.20. Right of Class "B" Member to Disapprove Actions. So long as the Class "B" membership exists, the Class "B" Member shall have the right to disapprove any action, policy, or program of the Association, the Association's officers, the Board, any Neighborhood Association, and any committee which, in the judgment of the Class "Bit Member, would tend to impair the rights of Declarant or Builders under the Declaration or these By-Laws, interfere with development, construction, or marketing of any portion of the Properties, or diminish the level of services being provided by the Association. This right to disapprove is in addition to, and not in lieu of' any right of Declarant to approve or disapprove specific actions of the Association, the officers of the Association, the Board, any Neighborhood Association or any committee. The Class "B" Member shall be given prior written notice of all meetings and (a) proposed actions to be approved at meetings (or by written consent in lieu of a meeting) of the Association, the Board, or any committee thereof Such notice shall be given by certified mail, return receipt requested, or by personal delivery at the address the Class ItB" Member has registered with the Association's Secretary. The notice shall specify the time and place of the meeting and shall set forth with reasonable particularity the agenda for such meeting.

(b)

The Class "B" Member shall be given the opportunity at any such meeting to, from the floor, join in or have its representatives or agents join in discussion of any prospective action, policy, or program which would be subject to the right of disapproval set forth herein. The Class HB" Member, its representatives or agents may make its concerns, thoughts, and suggestions known to the Members, the Board and/or the members of the subject committee.

(c) No action, policy, or program subject to the right of disapproval set forth herein shall become effective or be implemented until and unless the requirements of subsections (a) and (b) above have been met and the Class HB" Member has not disapproved the action, policy or program prior to expiration of the time period set forth in subsection (d) below. (d) The Class "B If Member may exercise its right to disapprove at any time within 10 days following the meeting at which such action was proposed or, in the case of any action taken by written consent in lieu of a meeting, or action taken by an officer without a meeting, at any time. within 10 days following receipt of written notice of the proposed action. Tills right to disapprove may be used to. block proposed actions, but shall not extend to the requiring of any action or counteraction on behalf of any committee, the Board, or the Association unless such action or counteraction countermands an action, policy or program that was not properly noticed and implemented in accordance with these By-Laws. The Class "B" Member shall not use its right to disapprove to reduce the level of services which the Association is. obligated to provide or to prevent capital repairs or any expenditure required to comply with applicable laws and regulations. 3.21. Management. The Association may employ a professional management agent or agents at a compensation the Board establishes to perform such duties and services as the Board shall authorize. The Board shall delegate to the management agent such powers as are necessary to perform its assigned duties; provided, the Board may not delegate policymaking authority. Subject to the Board's responsibility to ensure compliance with policies established by the Board, upon delegation of powers to a managing agent, the Board shall not interfere with the day-to-day management of Association affairs by the management agent. During the Class "B" Control Period, any management agreement entered into by the Association shall be terminable for cause or upon reasonable notice, and shall have a one to three year term, renewable upon the consent of the Association and the management agent. During the Class "B" Control Period, at Declarant's request, the management agent shall be terminated by the Association, in accordance with the management agreement. In addition, the management agent may he terminated at any time by the Association, in accordance with the management agreement, if such action is requested by a majority of the Board and a majority of the Class nAil Members present in person or by proxy at a special meeting called for such purpose; provided, any meeting to vote on the termination of the management agent shall be called by a majority vote of the Board in favor of termination. Declarant, or Declarant's affiliate, may be employed as a management agent. The Board may designate one of its members as responsible for communications with the management agent between Board meetings; provided, such individual shall not have independent authority to supervise, direct, or interfere with the activities of such management agent 3.22. Accounts and Reports. The following management standards of performance shall be followed unless the Board, by resolution, specifically determines otherwise:

(a)

accrual accounting, as defined by generally accepted accounting principles, shall be

employed;

(b) accounting and controls over financial reports and safeguarding of assets should be consistent with the criteria for effective internal controls described in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission; (c)

cash accounts of the Association shall not be commingled with any other accounts;

(d) no remuneration shall be accepted by the management agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Association; (e) any financial or other interest which the management agent may .have in any fum providing goods or services to the Association shall be disclosed promptly to the Board; and (f) the following financial and related information shall be regularly prepared and made reasonably available for examination by all Members:

(i) a capital expenditures budget and a Common Expense budget for the Association (which includes the budget for each of the Neighborhoods, if any) for each fiscal year of the Association. The Budget shall be made available for examination in the manner provided in the Declaration. .

(ii) an annual report ("Financial Statement") in accordance with generally accepted accounting principles. Within 120 days after the close of the Association's fiscal year, a summary of the Financial Statement or a written notice that a copy of the Financial Statement is available at the Association's business office or another suitable location within Anthem Parkside shall be posted in one or more prominent places within Anthem. If requested, one copy of the Financial Statement may be distributed personally, by mail, or such other manner as is reasonably designed to provide delivery to a Member, without charge. The Financial Statement shall consist of: (A)

a balance sheet as ofthe end ofthe fiscal year;

(B)

an income statement for the fiscal year; and

(C)

a statement of cash flows for the fiscal year.

The Financial Statementshall be prepared on an audited, reviewed, or compiled basis, as the Board determines. If the U.S. Department of Housing and Urban Development is insuring or the U.S. Department of Veterans Affairs is guaranteeing the Mortgage on any Lot, the Association shall, upon the demand of a majority of the Mortgagees, provide an audit of the Association's financial records.

(iii)

The following shall be done at least quarterly: (A}

a current reconciliation of the Association's operating accounts;

(B)

a current reconciliationof the Association's reserve accounts;

(C) a review of the current year's actual reserves, revenues and expenses compared to the current years Budget; OJ) a review of the most current account statements prepared by the financial institution where the Association has its operating and reserve accounts; (E) a review of an. income and expense statement for the Association's operating and reserve accounts; and (F) a review of the delinquency report listing all Members who are delinquent in paying any assessments at the time of the report and describing the status of any action to collect such assessments which remain delinquent 3.23. Borrowing. The Association shall have the power to borrow money for any legal purpose. The Board shall obtain approval of Members entitled to cast at least a majority of the votes at a duly caned and held meeting at which a quorum is present if the proposed borrowing is for the purpose of making discretionary capital improvements and the total amount of such borrowing, together with all other debt incurred within the previous 12-month period, exceeds or would exceed 10% of the Association's budgeted gross expenses for that fiscal year.

Portions of the Common Area may be subjected to a security interest by the Association provided that Owners entitled to cast at least a majority of the Association's votes agree to such action. Limited Common Area may also be subjected to a security interest provided that all Owners of Lots to which the area is allocated agree to such action. During the Class "B" Control Period, no Mortgage shall be placed on any portion of the Common Area without the affirmative vote or written consent, or any combination thereof, of Owners representing at least 67% of the total. votes in the Association and the approval of the U.S. Department of Housing and Urban Development or the U.S. Department of Veteran Affairs. if either such agency insures or guarantees the Mortgage on any Lot.

3.240 Bight to Contract. Subject to applicable law relating to Member, officer, and director conflicts of interest. the Association shall have the right to contract with any Person for the performance of various duties and functions. This right shall include, without limitation, the right to enter into common management, operational, or other agreements with trusts, condominiums, cooperatives, Neighborhood Associations, and other owners or residents associations, both within and outside the Properties. 3.25.

EIlforcement

(a) Notice. Prior to imposition of any sanction provided in the Declaration, other than self-help or suit to enjoin any violation of the Governing Documents and/or to recover monetary damages, the alleged violator shall be served with written notice setting forth (i) the nature of tile alleged violation, (ii) the proposed sanction to be imposed, (iii) a statement that the alleged violator

may present a written request for a hearing to the Association's Secretary within 15 days of delivery of the notice; and (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless a request for a hearing is received by the Association's Secretary within such time period. Proof ofproper notice shall be placed in the Association's corporate records. Proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery! is so entered. The notice requirement shall be deemed satisfied if the alleged violator requests a hearing. If a timely request for a hearing is not received by the Association's Secretary! the sanction stated in the notice shall be imposed; provided! any proposed sanction may be suspended if the violation is cured or if a cure is diligently commenced within the IS-day period. Such suspension shall not constitute a waiver of the right to sanction future violations of'the same or other provisions and rules by any Person. (b) Hearing. If a hearing is requested within the allotted IS-day period! the hearing shall be held before the Deed Restriction Enforcement Committee, if any, or if none, before the Board in executive session. The alleged violator shall be afforded a reasonable opportunity to be heard. A written statement of the results ofthe hearing and the sanction, if any, imposed shall be recorded in the corporate records. (c) AJ2QeaL If a hearing is held before the Deed Restriction Enforcement Committee! the violator shall have the right to appeal the decision to the Board. To perfect this right, a written notice of appeal must be received by the Association's Secretary or designee within 15 days after the hearing date. (d) Additional Enforcement Rights. Notwithstanding anything to the contrary in this Article! the Board may elect to enforce any provision of the Governing Documents by self-help (specifically including, but not limited to, towing vehicles that violate parking rules) or, following compliance with the dispute resolution procedures set forth in the Declaration, if applicable, by suit 'at law or in equity to enjoin any violation or to recover monetary damages or both, without the necessity of compliance with the procedure set forth above. hi any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred. Any entry onto a Lot for purposes of exercising this power of self-help shall not be deemed as trespass, 3.26, Board Standards. In performing his or her duties, each director and officer shall act in good faith! with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director or officer reasonably believes to be in the best interests of the Association. A director or officer acting in accordance with such standards acts in accordance with the business judgment rule and shall be insulated from personal liability as provided under Arizona law and as otherwiseprovided by the Governing Documents. Board determinations of the meaning, scope, and application of Governing Document provisions shall be upheld and enforced so long as such determinations are reasonable. The Board shall exercise its power in a fair and nondiscriminatory manner and shall adhere to the procedures established in the Governing Documents. '

Article IV

Officers.

4.1. Officers. The Association's officers shall be a President, Vice President, Secretary, and Treasurer. The Board may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed by the Board. Any two or more offices may be held by the same person, except the offices ofPresident and Secretary. 4.2. Election and Tenn of Office. The Association'S officers shall be elected by the Board at an organizational meeting of the Board taking place pursuant to Section 3.5. Each officer shall serve a one year term; provided, each officer's term shan automatically renew unless at least 2/3 of the directors vote not to renew. Removal anetVacancies. Any officer may be removed by a vote of at least 2/3 of A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board for the unexpired portion of the term. 4.3.

the directors.

4.4. Powers and Duties. The Association's officers shall each have such powers and duties as may specifically be conferred or imposed by the Board; provided, the Board may not confer or impose powers or duties which may not otherwise be exercised by the Board. In the exercise of delegated respensibilities, officers shall not direct or unreasonably interfere with the day-to-day operations of the Association's management agent, if any, or such Persons designated or employed by the Board to perform management functions. By way of example, and not limitation, the officers shall have the following powers and duties: (a) President. The President shall be the Association'S chief executive officer and shall exercise general supervision and direction ofthe Association's affairs. The President shall have the anthority to directly administer all matters not expressly delegated or assigned to a managing agent or agents or others. /

(b) Vice President. 'The Vice President shall act in the President's absence and shall have all powers, duties, and responsibilities provided for the President when so acting. (c) ~o The Secretary shall be responsible for ensuring that the minutes of all meetings of the Association, the Board, and the committees of the Board are kept, and shall have charge of such books and papers as the Board may direct In the Secretary's absence, any officer directed by the Board shall perform all duties incident to the office ofsecretary. (d) Treasurer. The Treasurer shall have responsibility for ensuring the preparation of the budget as provided for in the Declaration and these By-Laws by the management agent or agents retained by the Association or, if'no managing agent is so retained, such persons retained by the Board to perform management functions. 4.5.

Resignatioll . .Any officer may resign at any time by giving written notice to the

Board, the President, or the Secretary. Such resignation shall take effect on the date of the

receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 4.6. Agreements, Contracts.. Deeds, Leases, Checks, Etc. All agreements, contracts, deeds, leases, checks, and other instruments of the Association (other than for the withdrawal of reserve funds) shall be executed by at least two officers or by such other person or persons as may be designated by resolution of the Board. The Board shall require signatures for the withdrawal of reserve funds of either two members of the Board or a member of the Board and officer of the Association who is not also a member of the Board, For purposes of this Section, "reserve funds" meansmonies the Board has identified in the capital expenditures budgets for use to defray the future repair or replacement of those replaceable assets which the Association is obligated to maintain and for use in making additional capital improvements and purchasing additional capital assets. 4,7. Compensation. Compensation of officers shall be subject to the same limitations as compensation of directors under Section 3,12 hereof.

Article V

Committees

5.1. Committees of the Board. Committees comprised solely of Members of the Board may be appointed to exercise the authority of the Board.Lfsuch committees shall be appointed upon the approval of at least a majority of the directors. Notwithstanding the above, no such committee may exercise the Board's authority in reference to (a) submission to the Members of any matter requiring an act of the Members; (b) filling vacancies on the Board or on any committee of the Board; (c) adoption, amendment, 'or repeal of the By-Laws; or (d) fixing compensation of directors. The Board may, with or without cause, dissolve any such committee or remove any director from the committee at any time. 5.2. Other Committees. In addition to committees of the Board as set forth in Section 5.1 and such other committees as are required or authorized under the Governing Documents. the Board, by resolution from time to time, may establish such committees and charter clubs as it deems appropriate. Any such committee may perform such tasks and functions as the Board may designate by resolution; provided, no committee or committee member may exercise any power or authority which could not otherwise be exercised by the Board in: accordance with these ByLaws; The role of committees established pursuant to this Section shall be to advise the Board with respect to establishingoperational policy or to assist the officers in the performance of their. respective functions, No committee or 'committee member shall be authorized to perform or interfere with the Association's day-to-day operations. Each committee appointed pursuant to this Section shall consist of at least one director, Other committee members may be Members or residents of Anthem Parkside, Committee members serve at the Board's discretion for such periods as the Board may designate by resolution; provided, any committee member, including the committeechair, may be removed by the vote of a majority of the directors. Any resolution establishing a charter club shall designate the requirements, if any, for membership therein. Each committee and charter club shall operate in accordancewith the terms ofthe resolution establishing such committee or charter club.

,--<

5.3. Q_eed Restriction Enforcement Committee. In addition to any oilier committees which the Board may establish pursuant to Sections 5.1 and 5.2, the Board may appoint a Deed Restriction Enforcement Committee consisting of at least three and no more than seven members. Acting in accordance with the Governing Documents, the Deed Restriction Enforcement Committee, if any, shall be the Association's hearing tribunal and shall conduct all hearings held pursuant to Section 3.25. Article VI

Miscellaneous

6.1. Fiscal Year. The Association's fiscal year shall begin on July 1 and end on June 30 unless otherwise established by Board resolution. 6.2. Parliamentary Rules. Except as may be modified by Board resolution, Robert's Rules ofOrder (current edition) shall govern the conduct of Association proceedings when not in conflict with Arizona law, the Articles. the Declaration, or these By-Laws. 6.3. Conflicts. If there are conflicts between the provisions of Arizona law, the Articles, the Declaration, and these By-Laws, the provisions of Arizona law, the Declaration, the Articles, and the By-Laws (in that order) shall prevail. 6.4.

Books and Records.

Inm2~tion by Members and Mortgagees. Subject to the exceptions set forth below, (a) the Board shall make available for inspection mid copying by any holder, insurer, or guarantor of a first Mortgage on a Lot, my Member. or the dilly authorized agent of any of the foregoing at any reasonable time and for a purpose reasonably related to his or her interest in a Lot: the Declaration, By-Laws, and Articles, any amendments to the foregoing, the rules of the Association, the membership register, all financial records of the Association, and the minutes of meetings of the Members, the Board, and committees. The Board shall provide for such inspection to take place at the Association's office or at such other place within Anthem as the Board shall designate.

. (b) Rules for In§l2ectlon. The Board shall establish reasonable rules with respect to: (i) notice to be given to the custodian of the records; (ii) hours and days of the week when such an inspection may be made; and (iii) payment of the cost of reproducing and delivering copies of documents requested. (c) lnspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all Association books, records, and documents and the physical properties owned or controlled by the Association. TIle right of inspection by a director includes the right to make a copy of relevant documents at the Association's expense in furtherance of such director's duties as a director. <

(d) Exceptions to InsIlection Requirement. Notwithstanding any provision to the contrary, the Board shall not be required to make available for inspection any portion of any book or record which relates to any of the following:

(i)

personnel matters or a person's medical records;

(ii)

communication between an attorney for

(iii)

pending or contemplated litigation;

(iv)

pending or contemplated matters relating to enforcement of the Governing

the

Association and the

Association;

Documents; or (v) - meeting minutes or other records of a session of a Board or Association meeting that is not required by law to be open to all Members.

In addition, the Board shall not be required to disclose or make available for inspection any financial or other records ofthe Association ifdisclosure would violate local, state, or federal law. 6.5. Notices. Unless otherwise provided in these By-Laws, all notices, demands, bills, statements, or other communications shall be in writing and shall be sent as follows: if to a Class "A" Member, at the address which the Member has designated in (a) writing and filed with the Secretary or, ifno such address has been designated, at the address ofthe Lot of such Member; or

if to the Association, the Board, any Association officer, or the management agent, (b) at the principal office of the Association or the management agent, if any, or at such other address as shall be designated by notice in writing to the Members pursuant to this Section; or (c) ifto Declarant or the Class "B n Member, at the principal office ofDeclarant or Class "B" Member, or at such other address as is designated in writing and filed with the Association's Secretary. All such notices shall, for all purposes, be deemed delivered and received (a) upon personal delivery to the party or address specified above, or (b) on the third day after being deposited in the United States mail, postage prepaid and properly addressed. 6.6. Indemnification. To tile fullest extent permitted by Arizona law, as amended from time to time, the Association shall indemnify every officer and director (in their capacity as such) against all damages and expenses, including attorney fees, reasonably incurred in connection with any action, suit, or other proceeding brought against them (including any settlement thereof, if approved by the Board). This right to indemnification shall not be exclusive of any other rights to which any present or former officer or director may be entitled. The Association shall, as a Common Expense, maintain adequate general liability and directors and officers liability insurance to fund this obligation.

6.7.

Amendment.

(a)

By Class "Bit Member. Prior to conveyance of the firstLot by Declarant to a Person

other than a Builder, the Class "B" Member may unilaterally amend these By-Laws for any purpose. Thereafter, the Class "B" Member may unilaterally amend these By-Laws if such amendment is (i) necessary to bring any provision hereof into compliance with any applicable governmental statute, rule or regulation, or judicial determination; (ii) necessary to enable any reputable title insurance company to issue title insurance coverage on the Lots; (iii) required by an institutional or governmental lender or purchaser of Mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase Mortgage loans on the Lots; (iv) necessary to enable any governmental agency or reputable private insurance company to guarantee or insure Mortgage loans on the Lots; or (v) otherwise necessary to satisfy the requirements of any governmental agency for approval of these By-Laws. However, any such amendment shan not adversely affect the title to any Lot unless the affected Owner shall consent thereto in writing.

In addition, so long as the Class "B" membership exists, the Class "B" Member may unilaterally amend these By-Laws for any other purpose provided the amendment has no material adverse effect upon the right of any Owner. (b) B-y Members. Except as provided above, these By-Laws may be amended only by the affirmative vote or written consent, or any combination thereof, of Members representing at least 51 % of the Association's Class itA" votes, and consent of the Class "Bit Member, if <my. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. (c) fIUDN A Veto Right. For so long as the Class "Btl membership exists, the U'S, Department of Housing and Urban Development or the U.S. Department of Veterans Affairs shall have the right to veto any amendment of these By-Laws, if either agency is insuring or guaranteeing the Mortgage on any Lot

(d) Valigity and Effective Date of bmenc1ments. Amendments to these By-Laws shall become effective upon execution by the Class "B" Member, if applicable, and by the Association, if applicable, in the manner provided in these By-Laws, unless a later date is specified in the amendment. Any procedural challenge to an amendment must be made within three months of the effective date of such amendment or such amendment shall be presumed to have been validly adopted. In' no event shall a change of conditions or circumstances operate to amend any provisions of these By-Laws.

If a Member consents to any amendment to the Declaration or these By-Laws, it will be conclusively presumed that such Member has the authority to do so, and no contrary provision in any Mortgage or contract between the Member and a third party will affect the validity of such amendment.

Notwithstanding any provisionherein to the contrary, no amendment may remove, revoke, or modify any right or privilege of Declarant or the Class "Bit Memberwithout the written consent of Declarant or the assignee of such right or privilege for as long as Declarant O'WIlS any property described on Exhibits ffA" or "B" to the Declaration. (e) Notice. If the U.S. Department of Housing and Urban Developmentis insuring or the u.s. Department of Veterans Affairs is.guaranteeing the Mortgage on any Lot, notice of any meeting of the Members at which material amendment to the Governing Documents or extraordinary action of the Association, as defined under VA Pamphlet 26~ 7, is to be voted upon by the Members, shall be delivered not less than 25 days before the date of such meeting. Right of Community Council. No amendment to these By-Laws which materially affects the rights or interests of the Council, including the right to appoint a member of the Board, ' shallbe valid or effective unless and until approved in writingby the Council. (f)

6.8. Membership Book. The Board shall keep and maintain at the Association's principal office of business a book containing eachMember's name and address. Termination or transfer of membership shall be recorded in the book, together with the date on which such ownership was transferred.

CERTIFICATION I, the undersigned, do hereby certify: That I am the duly elected and acting Secretary of the Association;

That the foregoing By-Laws constitute the original BY-L1;P'~SOciation, as _, 19 ~.

duly adopted at a meeting ofthe Board thereof held on thetzzo d~y 0

IN WITNESS ~REOF ave hereunto subscribed my name and affixed the seal of said Association this 1 ~~ of~~~~~.J 195.p

5090/CA DocsIByl-Parksidc-Ql0899

STATE OF ARIZONA ACC/FAA

.AR1'1C1.;.ES OF !NCOltPORATI:ON

DATE FIL.fO

ANTHEM1'ARXSIDE

JAN 1 2 1999

COMMUNITY ASSOCIA!ION, INC.

(an Arizona Nonpro£t Corporation)

OATE APPR _'I/Qlq-q

~·~,;;it?i

. . - o'8fi.,-s/4q-o ~Jime. Thename of the eerpor-mon 15 htban Pubide Community

'\.ttid~ 1.

Asscciation, Inc. (11Assocla:ticm"), ~~

Atlid~ 2. fuDJ!!2fit CtJt:P!Jatio~. 'I1w A.mH::iartoo is .formed as 4 nonstock, nonprofit ~oration underArizona l.tws.

~OM

Articl~ 3. Dta,n:t!crn. The Asseeiatien shall have perpetual' duration, subject to Jaw and th~ di:sso!ution rights set forth in Article 1:2.

Artide 4. PtiDeb,');IJ Qm~, The mailing address of tbe initial prindpal offiee of the Asseciatien is 6<JOl N. 24thS~ Phoenix, ArizQm 85016.

Artide S. Ddlnffi9ns. All capitilizl::!d fm:ns used herein which are not de&ed s1u.Jl have the same m~ng M set forth .in the Recorded Declaration of Covenants, Ceaditiens, and Restrierions for AtxthemP~ide rD~(:lmtion/.

{a) to be aad censtiture the Association to which referenee is nude in the Declaration" to perform all obli~tions and duties of the Association, md to exercise all tights snd powers of the Assoeiatien, 3S sp~cifieli th~~ in the By-Laws, ~d is provided by law; MQ

(b)

to provide

iQ1

entity for the

&rth~l:

of the ir1t~ of the Owners 8:J( Lob

subjeJ:,t to tile P~~ation.

Article 1.' hwen. The hso~tiol1 ~ have all ofilie common law and stliltutot)' powers conferred tJpt:in nonprout ~orporations 'W'U'ier Ari~oa law ~ ~] of the powers neeessary . ~or desirable to perform the obligottionz md dutieS and to e=Loo:se the: right$ and powers set cut m these Articles, the By.. Laws, or the Declararieu,

Article

Mrmb en·

«a) The Owner of each lot siun be 3. Membet of the Associ<4tion and shall be entitled to vote in accordance with the terms ofthe Declaration and the By-Laws.

. 'The As:s:oeiat1Ql1 ~MJl f1!&ve

tw'o elasses

of memb<:::r:shipl the rights Qf which

<m:

specified Tn the Declaration and By-Laws. The manner of e:c.erci~wg voting rights shall be as set forth in the Declaration and in. the- By-uws. In addition, the: Association is authorized to levy assessrnen~,}lg~ the Members as described in the Declarntion. Each Member is obligated to p~y- sucl:l assessmeats m aeecrdance

with the D~lmtion. .

aero

. (b) . Chmge ofmemb~h1p in the Associ~tion ,haH be established by RecwWng

or otaer tnstt'Wn.eut e$tablishing reeord title 10 real preperrysubjeet to the Declaration.

Upon such Reeerdatioa, the owner de3ignated by SUI;.h instrument or by Recorded ~ntnct Q1 sale sh211 beeerne a Member of the MsoeiatiQn ~ the memlnrnrip of the pPOT owner ~ be

terminated.

, (c) The share ora M~er in the privileges, rights. and. assets of the Asseeiatien cannot be assigned, hypoth~t~ or mms~ed in any mwne:r1 except as ~ ~pp~~e ofiu

Lot

(a)

A Board cf'Direeters shall conduct, manage, and oontrol the Association, The

initial Beard shall consist of three directors. The number of directors may be Increased in accordance with the By-LaW'S. The names and addresses of the members of the initial &ard,who shall hold office until their successors ~e elected and qualified, or until removed, are as follows: (b)

r..~,JI\,

Bmjmnm S. RedmmA ~therme French 14901 North SGO~e Road 6001 N. 24th Str~t

"'",,64,,\,"'7 n.

Seortsdale, A:ri~ 85254

Scottsdale. AJ±tona'gS2S4

Phoenix, ArW;,1128S016

u~_

....~

14901 North Scottsdale Read

Artid~ lO, B!-L!.~ The As~eiati<m's By-l~ws shall be adopted by the Beardef Directors and may be altered, am.ended, or meind.m in the manner provided in the By-Lsws,

Article 11. L.i!hjljJ:Y of !li~rh 01ntf!n., :I!~d Commjttee Memb~!:J.. To the

that A:rizoM law, as it exists OD the date be-rcof or as it may hereafier be amended, permits the limitation or elimination of the liability of directors, officers" and committee fullest

members, no directo-r, officer er cemrnittee mer:noa of the Association :roaU be pmona1Jy liable to th~ Association or its Members for mocetary damages for breach ofduty of esre or oilier d,'.M)' as 3 director, officer or committee member. No amendmeat to or repeal of this Article saall ~:pp1y to or have any effett on the ll~ility O! alleged liability of my director, officer or committee member <J£ the Asseciation for or with respect to my acts or omissions of such

director occurring prior to 3uch amendment or repeal, Artid~n, JJi,si)!~ti~, The Associaticn may be dissolved only upon 11 resolution duly adopted by the: Beard of Direeters and the

~tiYe

Vote of Cl.:o~

ffj\ N

MG'm'ben

representing at least 213 of we tarat votes in the Asseeiation and consent of the Class "E'l Member. if any.

Upon d.i~$lOl'\,lt.iCln of tho A:s.:lociatlon,

;,0

long ~ the U.S. P~artm~t of

Veterans Aff.air.s A) i! g'U2.r~teemg and/or the U.S. Departmenr of Housing and Urban Development (HUD) is ic.suring any mort~ge in the Properties (as defined in the Deelaranon), and ualess otherwise agreed in writing "b)' BUD or'YA, as applicable, my remaining ~5et3 oithe Association shall be dedicated to an appropriate pub,Uc ~gencx to be used for purposes similar to those for which this Association ~ created, In the event tlliu ~ept;;wc~ cf sueh dediesdon is refused, sueh assets shall he granted, convoyed and assigned to any uonprofit ccrperaticn, association, trust err other orgmization to be devoted to such similar purpcaes, No such restriction shall exist if VA is not ~tJ:ci!xg or EUD is not irmmng any mortgage in the Properties; provided, however, BUD m.dIof VA shall'be notified of ~b di~olution. .Article 134 Am~dm~'Ptt. Amendments to these Articles of Incorporation may be adopted only upon a resolution duly sdopted by the Board of Directors and by the ~Yal of

Class "A" Members ~!~t\tini 213 of the total votes in the AAoci<:£tion, and the consenr of th~ Class "':SIC Member, if any; provided. no <Unendmeot m2Y be in ~it;t with the Declaration, and provided, further, no amendment shall be effective to impair or dilute any rights ofMembers that are gevemed by such Dec:bntion. Artid~ 14~ VAffiJID ApSl"~L During the Class "B" Control pmod., the faUo~ing actions srwJ require the prior approval of the VA, so long as the devei9pment is: ~proverl by the VA for the guaranteeing of mort~ge.s in the development, and BUD. so long as the: develepmeat is approved by HOD for the insuring of mortgages in the development: annexation of additional property to the development, except fur annexation by Ded~ in aceerdaaee with Seerien 9.1 of the Declaration pursuant to a plan of annexation previously approved by the VA and/or BUD, as applicable; mergers" ccnsolidaticns, or di~ol1.1tionef'the Msodation; mortgaging of Comtnotl Area; dedication of Common Area to 'Ql)' public -entity; ~d arnendment of these Articles of IncOrpOfJ.tiOn,

Artidf lS~ lJ1coJ:.1?2n.tor. The name of the incorperater of the Asscctatlen is Beth Jo Zeitzer, and such inco1PQ1Qto(~ address is 6001 N.24thStreet, Phoenix" Arlz~ 85016.

esc

The United Article 16. ~t!tutorx 8tt~'t The Association hereby ;pPOU1ts States Corpcration Company" whose address is 3635 N. Central Avenue, Suite 970~ Phoenix, Arizona!5012-1939 as its lawful s~ry sgent upon whom allnoticesand processes,mcluding

. service of summons. may 'be served, and wmch when ~e;;ve~ shall-be lawful. personal service Upon this eorpcrarion, The Board may, at any rimer ~point another 3.gent for such purpose and the filling of S\:leb appoint:I:D~nt sMH revoke this or any other previous appointment of such agenr,

ACC"l'ledP,~~_ fN WlTNESS WHE:R1!OF» the unde13igneo has executed these Articles of Incorporaticn this ~ day O(ft'~(r1991..

,4 shall be deleted

reotaced with the

. Open Meet-in9.£,. the sale discretion the Anthem 'Ccmmuuity Council Board of Directors, meetings the Board of Directors of the Anthem Community Council wm be open' the officers, directors, and authorized representatives of an Association, Owners or any other Person subject to the Community Covenant,

1, Benjamin So Redman, as Secretary the that the amendment stated above was WI C1Wll i'Ylnl nell Board Directors on

nTnOlTl

Community approved by the

hereby

o line, of

shall be amended

deleting a.

I, Benjamin S, Redman, as Secretary of the Anthem Community Council, Inc" hereby .certify that the amendment stated above'was unanimously approved by the Anthem Community Council Board of Directors 011 April 11, 2000,

... Upon recording, return to

Del Webb Corporation 6001 North 24th Street Phoenix, AZ 85016 Attn Beth Jo Zeitzer

OFFICIAL RECORDS OF MARICOPA COUNTY RECORDER HELEN PURCELL 99-0042711 01/15/99 03:38 IRtrlE

:I III'

DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR

ANTHEMPARKSIDE

HYAIT & STUBBLEFIELD, P.C. Attorneys and Counselors

1200 Peachtree Center Snnth Tower 225 Peachtree Street, N.E. Atlanta, Georgi. 30303

TABLE OF CONTENTS

PAGE Article I Creation of the Community

0. ..

••••• _

1 1 Purpose and Intent 1 2 Binding Effect 1 3 Governing Documents 1 4 Anthem Commumty Council

.. .. 1 · 1 . .2 .. 3

Article II Concepts and Deflmncns Article m Use and Conduct

• .

_ _

__ _ _ 4

_ __.._.

3 1 Framework for Regulation. 3 2 Owners' Acknowledgment and Notice to Purchasers 3 3 Rule Making Authonty 3 4 Protection of Owners and Others Article IV Architecture and Landscapmg. ..

8 8 .. . 8 ..._. .. 9

.10 .

__._11

41 General 4 2 Arclutectural Review 4 3 Guidelines and Procedures 44 No WalverofFuture Approvals 45 Vanances 46 LumlalIon of Liabihty 4 7 Enforcement 4 8 Capacity Reservation Charge Article V Mamtenance and Repair

.... 11 .. 11 13 .15 .15 · 15 .16 · 17

..-.

5 1 Maintenance of Lots 5 2 Maintenance of Neighborhood Property . 5 3 Responsibility for Repair and Replacement Arncle VI The Association and Its Members

6 1 Function of the Assocranon, 6 2 Memberslup 63 Voting

64 Neighborhoods

Article VII Association Powers and Responsibilities 71 72 73 74 75 76

Acceptance and Control of Association Property Maintenance of Area of Common Responsibility Insurance Comphance and Enforcement Impbed RIghts, Board Authonty Indemmficauon of Officers, Directors, and Others

.. 11 · 1718 .18

_.__._19

19 19 19 20 .21

.. 21 21 22

24 25 25

7 7 Safety and Secunty . 7 8 ProVlSLOD of Services 7 9 VIew Impairment. 7 10 Relationship WIth Neighborhood Associations 7 II Election ofCouncl! Board Members

.. . '"

_. 26

... .. ... 27 .. 27 . •. .27

Article VIII Association Finances

8 I. Budgeting and Allocating CommonExpenses .. 8 2 Budgetmgand AllocatingNeighborhood Expenses 83. Budgeting for Reserves. 8 4 Special Assessments 8 5 BenefitedAssessments 8 6 Commencement of Obhganon, Tzne ofPayment 8 7. Obhgation for Assessments 8 8 Lien forAssessments 8 9 Lumtatlon on Increases ofAssessments 8.10 Exempt Property . 8 II Assignment ofRJghts and Authonty to the Council

Article IX Expansion of the Community 9 I Expansion by Declarant

•

_._._.27

.. 27 ... 28 •• .29

•

........29 30 .•...._..•.. 30 .. 31 33 . 33

.34 35 _

. .

Article X AddItional RIghts Reserved to Declarant

_ ..

.36

10 I Withdrawal ofProperty 102 Marketing and Sales Actrvmes 103 Right To Develop . 10 4 Right To Designate SItes for Governmental and Public Interests 105 Right To Approve Additional Covenants 10 6 Right To Transferor Assign Declarant Rights 107 Easementto Inspect and Right to Correct 10 8 Right to Nonce ofDesign or Construcuon Chums 10 9 Exclusrve Rights To Use Name of Development 1010 Del Webb Marks 10 II. Termmanon of'Rights

Article :xI Easements

36 . 37 37 37 38 38 .38 . 38 . 38 39 39 "0

Easements in Common Area. Easements of Encroachment Easements for Unlmes, Etc Easements To Serve Addmonal Property.. ..... ..•.. Easements for Maintenance, Emergency and Enforcement Easements for Lake and Pond Maintenance and Flood Water I

11 7 Easements for Cross-Drainage 11 8 RIghts to Storrnwater Runoff, Effluent, and Water Reclamation

.35 . . 35 . 36 .. . 36 .. 36

9 2. Expansionby the Association . 9 3 Addinonal Covenants and Easements . 9 4 Effect of'Fihng Supplemental Declaranon,

11 1 11 2 11 3 11 4 11 5 11 6

.. 25

.. 39 40 .40 41

42 42 43 43

Article XII Limited Common Areas " 12 1 Purpose . 12.2. Designanon c. 123 Use by Others

_.__

__.._ ..43

.. . . c;

•

... 43 43 . 44

...

•

Article XIII Party Walls and Other Shared Structures

13.1. General Rules of Law to Apply . . 13 2 Maintenance, Damage and Destruction.

_ _44 44 . . 44

. .

Arllcle XIV Dispute Resolntion and Limitation on Litiganoa 14 I Prerequtsrtes to Actions Against Declarant 142 Imtrationof Litigation by Association, 143 Alternanve Method for Resolvmg Disputes. 144 Clanns .. .. 14 5 Mandatory Procedures........ .... ... 146 Enforcement ofResolution 147 Attorneys' Fees

__•

...

..44

.. .

Article XV Mortgagee Provisions

.41

15 I Notices of Action. . 15 2 No Pnonty. . 15 3 Notice to Associanon 15 4 Failure ofMortgagee to Respond IS 5 lillDN A Approval

... . .. . . .

Article XVI Private Amenities

Article XVII Changes in Ownership of Lots Article xvm Changes in Common Area

_ . _••••

_49

..50

.50 50 50 50

18 1 Condemnation. 18 2 Partition 18 3 Transfer or Dedicanon of Common Area.. 18 4 Actions Requrnng Owner Approval . 19 1 Corrective Amendments 192 By Members 19 3 Validity and Effecnve Date 194. Exlnbits

.47 48 48 48 ..48

__._.49

Article XIX. Amendment of Deelaranoa............... •••••.•.•_._.......~._ .....n ••__••

44 44 45 45 46 .47 .47

. . . . . _ _••

_.51

51 51 51 .52

TABLE OF EXHIBITS Exhibit

Subrect Matter

Page FIrSl Mentioned

nAil

LandImtially Submitted

LandSubject to Annexation

Initial Use Restncnons

"en

DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR ANTHEM PARKSIDE THIS DECLARATION OF COVENANTS, CONDmONS, AND RESTRICTIONS is made tins It/'! day of JilNV~Rt , 19<fi , by Anthem Arizona, L L C. an Arizona !muted babrlrty company ("Decl!ll1ll1t") Article I

Creation of the Community Purpose and Intent

Declarant, as owner of the real property descnbed In Exhibit "A," Intends by Recordmg

tills Declaration to create a general plan of development for the planned commwuty known as Anthem Parksrde TIns Declaration provides a flexible and reasonable procedure for the future expansion of Anthem Parksrde and provides for the overall development, adrmmstranon, maintenance, and preservation of the real property now and hereafter compnsmg Anthem Parkside

An Integral part of the development plan

the creation of Anthem Parkside

Commwnty Assocranon, Inc, an assccianon comprised of all Lot Owners WIthin Anthem Parkside, to own, operate, and/or maintain various common areas and commumty improvements, and to adnumster and enforce tlns Declaration and theother GoverningDocuments. TIns document IS prepared pursuant to the Arizona Planned Commumties Act, A R.S § 33-1801, et seq, and establishes aplarmed commumty as defined therein. 12

BIndmg Effect

All property descnbed In Exhibit "A," and any additional property subjected to this Declaration in the future, shall be owned, conveyed, and used subject to all of the provisions of tins Declaration, winch sball run With the title to such property TIns Declaration shall be binding upon all Persons having any nght, title, or interest in any portion of Anthem Parksrde,

their hem, successors, successors-in-title, and assigns Unless otherwise provided by Anzona law, this Declaration shall run With the land and have perpetual durahon TIns Declaration may be temunated only by a Recorded instrument SIgned by Owners of at least 80% of the Lots. and by otherwise complying with all CIty, county. or state requirements In the event of temunahon, provision shall be made for the continued maintenance of any Common Area Nothing In tlus Section shall be construed to permit termmatron of any easement created In tlus Declaration without the consent of the holder of such easement

- --

Tlus Declaration shall be enforceable by Declarant, the Assocration, the Council, any Owner, and their respective legal representatives, heirs, successors, and assigns, by any means available at law or in equity, subject to the provisions of Article XV, rf applicable, If any provision of this Declaration 15 determined by judgment or court order to be mvahd, or invalid as apphed In a particular instance, sucb detenninanon shall not affect the validity of other provisions or applicanons 13

Govern.lng Documents

Anthem Parkside's amended

Governing Documents consist of the following as they may be

GOVERMNGDOCUMENTS estabhsbes obhgahons and authonty oftbe Council over an of the Anthem COmIDllD.lty

Commumty Covenant - - - - - - - -.... (Recorded)

-----------___>•

Dedaranon (Recorded)

creates obligationsand easementswhich are binding upon the AsSOCIatIon and all present and future owners of Lots

Supplemental Declaration - - - - - - -.... (Recorded)

adds property to Anthem. Parkside, may impose addrtronal obligations or restncnons on such property

ArtIcles or IncorporatIon ~ (filed with Anzana Corpcranoa COmmISSion)

establishes the Assocsaecn as a nonprofit ccrporanon under ArIZona law

By-Laws - - - - - - - - - - - _ (the Board of Directors adopts)

governs the A.!lsoclaboo's mternal affairs, such as vcnng rights, elections, meetings, officers, etc

•

Design G u i d e l m e s - - - - - - - - -.... (Declarant adopts)

establish archItectural standards and gwdehnes for improvements and modIficabons to Lots, including structures,landscapmg, and other Items OD Lots (includes standardsand gurdelmes pertammg to aU ofAnthem)

Use RestrictIons -----------+ (J.W.1la1 set attached as Exhibit "C")

govern use of property, acnvrnes, and conduct wrthm Anthem Parksrde

Board Resolutions (Board adopts)

cstabhsh rules, pobcies, and procedures for mternal governance and Assccienon acnvmes, regulate operation and use ofConunon Area

Diagram 1 3 - Governing Documents

The Govemmg Documents may be supplemented by additional covenants, restrictions and easements which a Neighborhood Association may adrnnuster In such case, If there IS a conflict between any of the Govemmg Documents and any such addrtronal covenants or

· ----

restnctions, or the govenung docwnents or policies of such Neighborhood Association, the Govemmg Documents shallcontrol Notlnng m tins Section shall preclnde any Supplemental Declaration or other Recorded covenants applicable to any portion of Anthem Parkstde from contauung addmonal restrictions or provisions which are more restncnve than the provisions of this Declaration and, in such case, themore restncnve shall control The Association may, but shall notbe required to, enforce any such covenants, restrictions, or other mstnunents applicable to a Neighborhood or other properlIes The Governing Documents apply to all Owners and occupants of Lots, as well as to their respective tenants, guests, and invitees Any lease on a Lot shall provide that the tenant and all occupants of the leased Lot are bound by and obhgated to comply with the Governmg Documents DIagrams m the Governing Documents are intended only to summanze the express wntten terms therein Diagrams are not intended to replace or supplement the express written or implied terms contained m the Governing Documents. I4

Anthem COmmunity Council

Declarant has recorded the Declaration of Covenants and Easements for Anthem ("Commumty Covenant") and has created the Anthem Commumty Council, Inc ("Colttlcil") m order to empower, encourage, and provide a means for each Owner and occupant of a Dwelling Unit to participate m and benefit from community-wide affairs, SeIVlCCS) and facihnes Anthem Parkside, the AsSOCIatIon, and all Owners are subject to the Commuruty Covenant, m addition to this Declaration, and the COunCIl'S junsdrcnon, mcludmg the obhgation to contnbute to the Council's common expenses The Council shall have oversight authonty over any action taken or proposed by the Association and may. In its discretion, veto actions or decisions by the Associattoa determmed to be contrary to the general scheme of development for Anthem. mcludmg, but not lumted to. changes in the Design Gurdehnes The Council also IS authonzed to take action, or require that action be taken by the AsSOCIatIon, to enforce the Associanorrs and each Owner's obligations and responsibihnes under the Govenung Documents With respect to the Use Restrictions, Design Guidehnes, maintenance requirements, dispute resolution, and the Community-wide Standard. The nght of the Councilto take such action shall existnorwrthstandmg the failure to specifysuch nght In any particularprovision of any of the Govermng Docwnents

Anthem Commumty Structure Anthem Community Council, Inc

Anthem Parksldc

(Other)

CommllRlty

CommunIty

AUD~llIllon. Inc

Associations

IOwners I lowncrsllOwncrs Article II

Owners

Concepts and Definitions

The terms used in the Govemmg Documents sball generally be given their natural, commonly accepted delimuons unless otherwise specified. Caprtahzed terms sball be defined as set forth below "Act" The Anzona Planned Commumnes Act, Anzona ReVISed Statutes, § 33-1801, et

seq. as It may be amended "Anthem" That certain mixed-use master planned. community located In Mancopa County, Anzona, winch 15 subject to the Commumty Covenant and winch includes Anthem Parksrde

"Anthem Parkstde" The real property descnbed In Exhibit "A,IT together with such addmonal property as IS made subject to tlns Declaration In accordance WIth Article IX. Exlubit A" and each Supplemental Declaration whtch subjects property to the Declaration shall provide a legal descnpnon of the Common Area included therem, If any IT

"Architectural ReVIew Committee" or "ARC" The comnuttee estabhshed to review plans and specificanons for the construction or modification of unprovements and to administer and enforce the architectural controls descnbed in Article IV "Area of Common Responslblhtyu TheCommon Area., together WIth suchother areas, If any, for which the ASSOCIatIOn has or assumes responsibihty pursuant to the terms of this Declaration, any Supplemental Declaration, or other appltcable covenants, contracts, or agreements "Articles of Incorporation" or "Articles" The Articles of Incorporation of Anthem Parkstde Commumty ASSOCiatIon, Inc. as filed With the Anzona Corporation CommISSIOn., as

may be amended

Anthem Parkside Commumty Association, Inc, an Arizona nonprofit corporation, its successors or assigns "Assocranon"

"Base Assessment". Assessments levied on all Lots subject to assessment under Article VIII to fund Common Expenses for the general benefit of all Lots "Benefited Assessment" Assessments levied agamst a particular Lot or Lots for expenses incurred or to be incurred by the AsSOCIatIon for thepurposes described in Section 8 5 "Board of DIrectors" or "Board" The body responsible for adnunistration of the Assocration, selected as provided in the By-Laws and serving the same role as the board of

dtrectors under Arizona corporate law. "Bwlder": Any Person who purchases one or more Lots or parcels of land within Anthem Parkside for further subdrvision, development, construction ofDwelhng UrntCs), and/or resale In the ordinary course of Its business

"By-Laws" may be amended.

The By-Laws of Anthem Parkside Commumty Association, Inc, as they

"Class "B" Control Penod" The pencd dunng which the Class "B" Member IS entitled to appoint a majcnty of the Board members The Class "B" Control Period shall expire upon the first to occur of the following Ca) when 75% of the Lots planned for development under the Master Plans for Anthem Parkside have certificates of occupancy Issued thereon and are owned by Class "A· Members, December 31, 2024, provided, in the event that Declarant annexes additiooal property pursuant to Section 9 I at any tune after December 31, 2019, the above date shall be extended for addrnonal three year penods for each addinonal 500 acres, or fraction thereof, of property annexed, or (b)

(c)

when, in Its discretion, the Class "B'' Member so determines

"Common Area" All rea! and personal property, mchrding easements, wlnch the Association owns, leases, or otherwise holds possessory or use nghts in for the common use and

enjoyment of Owners, mcluding such property as may be designated as Common Area by Declarant The term shall include the limited Common Area, as defined below. and may include, Without limitation, recreational facrbnes, parks. entry features, signage, landscaped medians, nght of ways, lakes, ponds, enhanced and nenve open space, and trails Notwithstanding the above, the Common Area shall not include any property owned by the CounCIL

--.

"Common Expenses" The actual and estunated expenses incurred, or anticipated to be incurred, by the Association for the general benefit of the Owners, including any reasonable reserve, as theBoard may find necessary and appropnate pursuant to the Govermng Documents.

"Cornmurutv Covenant" The Declaration of Covenants andEasements for Anthem which governs the entire Anthem community and, among other thmgs, establishes the Council's authonty to oversee community-wide affairs and provide commumty services and facilities, "Comrntunty-Wlde Standard" The standard of conduct. maintenance, or other activity generally prevailing throughout Anthem Parkside Such standard shall be established nullally by Declarant and may be more specifically defined m the Govermng Documents. Subsequent amendments to such standard shall meet or exceed the standards set by Declarant and the Board dunng the Class "B" Control Penod and the prevarlmgstandard apphcable to all of Anthem. The Cornmuruty-Wide Standard may contain both cbjectrve and subjective elements and may evolve as development progresses and as the needs and demands of Anthem Parksrde change "Council" The Anthem Commumty Council, Inc , anAnzona nonprofit corporation, its successors and assigns "Declarant" Anthem Anzona, L L C, an Anzona limited habrhty company, or any successor, successor-in-title, or assign who takes title to any portion of the property descnbed m Exhrbrts "A" or "B" for the purpose of development and/or sale and who IS designated as Declarant m a Recorded instrument executed by the unmedrately preceding Declarant, "DesIgn GUIdelines" The architectural, design, and construction gurdelmes and review procedures pertaining to Anthem Parkside, adopted and adnumstered pursuant to Article N, as they may be amended, and those pertauung to all of Anthem, as provided 10 the Communrty Covenant.

"Dwelhnl! Umt" Any burldmg or structure or portion of a buildmg or structure situated upon a Lot and which IS intended for use and occupancy as anattached or detached residence for a single family "Governing Docwnents" A collective term refemng to the various documents described in Section 1 3, as each may be amended from tuneto tune "Ltrmted Common Areall

A portion of the Cornman Area pnmanly benefiting one or more, but less than all. Neighborhoods, asmorepartIcularly descnbed in Article XII "Lot" A portion of Anthem Parksrde, whether Improved or unimproved, which may be independently owned and conveyed and on which a Dwelling Umt IS intended for development, use, and occupancy The term shall refer to the land, If any, which 15 part of the Lot as well as any unprovements, including any Dwelling Urut, thereon The boundanes of each Lot shall be delineated on a Plat

Pnor to Recordation of a subdivision Plat. a parcel of vacant land on which improvements are under construction shall be deemed to contain the number of Lots designated for residential use for such parcel on the applicable prelinunary plat, or Declarant's SIte plan, whichever IS more current Until a prehnunary plat or site plan has been approved, suchparcel shall contain the number ofLots set by Declarant m conformance With the Master Plans. "Master Plans" The master land use plans for the development of Anthem Parkside, as of the date ofRecordmg tins Declaration and as they may be ameoded, updated,or supplemented from tune to tune, The Master Plans mclude all of the property descnbed In ExhIbit "A" and all or any portion of the property descnbed In Exhibit "B" The Master Plans may mclude subsequent Plats and plans approved by Mancopa County, Anzona or other apphcable governmental authonnes, Inclusion of property on the Master Plans shall not, under any circumstances, obligate Declarant to subject such property to this Declaration, nor shall the OlUISSIon of property descnbed In Bxhibrt "B" from the Master Plans on the date of Recordmg thts Declarationbar Its later submission to tins Declaration as provided m Article IX. "Member" A Person who IS a member of the Association pursuant to Section 6 2. "Mortgage". A mortgage, a deed of trust, a deed to secure debt,. Or any other fonn of secunty instrument affectIng title to any Lot A "Mortgagee" sha1l refer to a beneficiary or holder of a Mortgage "Neighborhood" A group of Lots designated as a Neighborhood, whether or not governed by a Neighborhood Association, as more particularly described m Section 64, for purposes of sharing Lumted Common Areas andlor receiving other benefits or services from the Association which are notprovidedto all Lots A Neighborhood maybe compnsed ofmore than onehousing type and may mclude uonconuguoua parcels ofproperty "Neighborhood Assessments" Assessments levied agamst the Lots in a particular Neighborhood Or Neighborhoods to fund Neighborhood Expenses, as described In Section 8 2 "Neighborhood Association" A condormmwn or other owners association, if any. havmgjunsdiction overany Neighborhood concurrent WIth (but subject to) the jurisdiction of the AsSOClatJOIL

Nothing

tlus

Declaration shall require the creation of a Neighborhood

Associanou,

"Neighborhood Expenses" The actual and estimated expenses which the Association incurs or expects to IDCur for the benefit of Owners withm a particular Neighborhood or Neighborhoods, as may be authonzed pursuant to tlus Declaration or In the Supplemental Declaratlon(s) applzcable to such Nelghborhood(s). "Owner" One or more Persons who hold the record title to any Lot, but excluding 1D all cases any Person holding an interest merely as secunty for the performance of an obligation If a Lot IS sold under a Recorded contract of sale, and the contract specifically so provides, the purchaser (rather than the fee owner) Will be considered the Owner

-~-.

"Person"

A human being, a corporation, a partnership, a trustee, or any other legal

entity

'Plat" A Recorded engineering surveyor other surveys foran orany portion ofAnthem Parkside, as amended and snpplemented.

"Pnvate Amemnes'' Certain real property and any improvements and facilities thereon located adjacent to, In the VlCUUty o~ or within Anthem, which are pnvately owned and operated by Persons other than the Association or the Council for recreab.onal and related purposes, on a club membership basis or otherwise, and sball include, WIthout Iurutanon, the golf course and all related. and supportmg facrhnes and improvements within the pnvate country club currently know as theAnthem Golf and Country Club "Record." IfRecording, If or "Recorded" To file. the filing, or filed ofrecord m theOffice of the County Recorder of Mancopa County, Anzona or such other place winch IS designated as the official locanon for recording deeds, plats, and similar documents affecting title to realestate. "Special Assessment" Assessments levied in accordance With Section 8 4 "Supj!lemental Declaration" A Recorded instrument winch subjects additional property to tins Declaration pursuant to Article IX, identifies Common Area withm the additional property, designates Neighborhoods pursuant to Section 64, and/or imposes, expressly or by reference, addmonal restncuons, easements, and obhgatIons on the land descnbed m such instrument

"Use Restncnons" The initial use restnctrons, rules, and regulations set forth in Exln"bit "C," as theymay be supplemented,modified, or repealed pursuant to Article ill

Article III 3I

Use and Condnct Framework for Regulallon.

The Governing Documents estabhsh, as part of the general plan of development for Anthem ParksIde, a framework of affirmative and negative covenants, easements, and restncnons governing Anthem Parksrde Withm that framework, the Board and the Members must have the abthty to respond to unforeseen problems and changes m circumstances, condmons, needs, desires, trends, and technology Therefore, this Article estabbshes procedures for modifying and expanding the 1IU1lal Use Restnctions set forth in Exhibit "C" TIns Arncle IS not intended to apply to or govern Board promulgated rules relating to the use and operation of the Conunon Area, winch the Board may adopt by resolution pursuant to Its general powers and authonty 32

Owners' Acknowledgment and NotIce to Purchasers

All Owners are gwen notice that use of their Lots and the Common Area IS hrmted by the Use Resrncnons Each Owner, by acceptance of a deed, acknowledges and agrees that the

use and enjoyment and marketability of his or her Lot can be affected by this provision and that the Use RestnctIons may change from nme to time as provided under Section 3.3 and that such changes may not be reflected in a Recorded instrument. All purchasers of Lots are on notice that the Association mayhave adopted changes. 3 3.

Rule Malong Authonty

(a) Subject to the terms of tlus Article and the Board's duty to exercise business Judgment and reasonableness on behalf of the Association and Its Members, the Board may modify, cancel, limit, create exceptions to, or expand the Use Restncnons To do so the Board shall send notice to all Owners at least five busmess days prior to the Board meeting at which such action IS to be considered For this purpose, nonce may be sent to each Owner by: U.S. mall; electronic telecommunicanon (l e, fax or "e-mail") WIth confirmation of receipt; or. pubhcatron In the commumty newsletter delivered or mailed to each Owner, provided that such notice is clearly Identified under a separate head1me m the newsletter Members shall have a reasonable opportunJty to be heard at the Board meeting pnor to such action bemg taken.

Such action shall become effective, after comphance WIth subsection (c) below, unless Class nAil Members representing a majority of the total votes In the AsSOCIatIon and Class "B" Member. If any, disapprove The Board shall have no obligation to call a meeting to consider disapproval except upon receipt of a pennon oftheMembers as required for special meetings In the By-Laws Upon receipt of such petition, the proposed action shall notbecome effective until after such meeting IS held, and thensubject to the outcome of such meeting (b) Alternatively. the Class I'AII Members representing a majonty of the total votes in the Association, at a meeting duly called for such purpose, may adopt provisions wluch modify, cancel, hrmt, create exceptions to, or expand the Use Restnctions then m effect Such acnon

shall require the approval of the Class "BII Member, If any. (c) Pnor to any action taken under this Section beconung effective, the Board shall, m any manner permitted in subsection (a) above, send a copy of the new or modified Use Restrictions to each Owner The effective date shaII be not less than 30 days followmg distnbution to Owners TheASSOCIatIon shall provide, WIthout cost, a single copy of the Use Restnctrons then in effectto any requesting Member or Mortgagee The Assocranon may charge a reasonable fee for additional COpies (d) No action taken under tlus Article shall have the effect of modrfying, repealmg, or expanding the Design Gmdeunes or any provision of ftns Declaration other than the Use Restncnons In the event of a conflict between the Design Gwdehnes and the Use Restnctions, theDesign Grudelmes shall control

(e) Use Restrictions may be Neighborhood specific In such case. the references In this Article to Owners or Members shall be deemed to refer to the Owners or Members wrthm the affected Nerghborhoodfs)

Protechon of Owners and Others

Except as may be specifically set forth

tlns Declaration (either initially or by

amendment) or In the untial Use Restncncns set forth

Exhibit "C," all Association actions

must comply WIththe following (a) SImIlar Treatment Sunilarly SItuated Owners shall be treated simrlarly; provided, the Use Restncnons and rnIes may vary by Netghbcrhocd (b) DISPlays The nghts of Owners to display religious and holiday signs, symbols, and decorations inside their Dwelling Units of the lands normally drsplayed in dwellmgs located in single-family residential neighborhoods shall not be abndged, except that the Association may adopt time, place, and manner restnctions WIth respect to such displays VISIble from or located outside the Dwelling Unit The Assocranon shall not regulate the content of pohncal Signs, however, rules may regulate the time, place, and manner ofposting such SIgns (mcludrng design cntena). (c) ActIvrhes Withm Dwelling Urnts The Association shall not Interfere with the acnvmes camed on witlnn the confines of Dwelling Units, except It may prolubit activities not nonnally associated WIth property restricted to residential use, and It may restnct or prolnbrt any

activrtres that create monetary costs for the Association or other Owners, that create a danger to the health or safety of occupants of other Lots, that generate excessive norse or traffic, that create unsightly conditions VISIble outside the Dwelhng Umt, or that create an unreasonable source of annoyance. (d) Allocatron ofBnrdens and Benefits The Association sbaIl not alter the allocation of financial burdens among the venous Lots or nghts to use the Common Area to the detriment of any Owner over that Owner's objection expressed In wnnng to the AsSOCIatIon Notlung m this provision shall prevent the Associanon from changmg the available Common Area, from adopnng generally applicable rules for use of Common Area. or from denying use privileges to those who abuse the Common Area or Violate the Govemmg Documents This provision does notaffect thenght to increase the amount of assessments as provided in Arncle VIII. (e) Abenabon The Association shall not prohibrt leasing or transfer of any Lot, or require consent of the Association or Board for leasmg or transfer of any Lot, provided, the Association or the Board may require a mirumum lease term of up to three months, may require that Owners use Asaocranon-approved lease forms (or include specific terms 1D. their leases), and may unpose a reasonable review or admnustration fee on the lease or transfer of any Lot The 1D1t1al nummum lease term IS set forth In Exhibit "C "

(f) Abndgmg EXisting RIghts The Association may not require an Owner to dispose of personal property that was 1D. or on a Lot pnor to the adoption of such rule If such personal property was In comphance with all rules previously In force This exemption shall apply only dunng the penod of such Owner's ownership of the Lot and shall not apply to subsequent Owners who take title to the Lot after adoption of the rule

Reasonable RIghts To Develop No acuoa by the Associanon or Board shall unreasonably unpede Declarant's nght to develop Anthem Parkside m accordance WIth the Master Plans and nghts reserved to Declarantm this Declaration, {g)

The hmitations in this Section shall only hmit rulernakmg authonty exercised under Section 3 3, they shall not apply to amendments to this Declaration adopted m accordance WIth Article XIX and the Act Article N 41.

Architecture and Landscaping General

No structure or thmg shall be placed, erected, installed, or posted on Anthem Parkside and no unprovements or other work (including staking, clearing, excavation, grading, and other Site work, exterior alterations of existing improvements, or plantmg or removal of landscapmg) shall take place within Anthem Parkside, except pursuant to approval In comphance WIth tIns Article and the Design Guidelines

No approval shall be required to repaint the extenor of a structure In accordance with the ongmally approved colorscheme or to rebuild in accordance WIth ongmally approved plans and specrficanons Any Owner may remodel. paint, orredecorate the intenor of Ins or her DwelImg Unit without approval However, modifications to the mtencr of screened porches. patios, and sumlar portions ofa Dwelhng Umt visible from outside the structure shall be subject to approval All Dwelling Units sball be designed by and built m accordance with the plans and specifications of a licensed architect or smnlarly licensed building designer unless otherwise

approved by Declarant or Its designee In ItS sale discretion. TIns Article shall not apply to the activities of Declarant for so long as Declarant owns any property descnbed in Exhibits "A" or "B," the Associanon dunng the Class "Bit Control Penod, or the COunCIl. 42

ArchItectural ReVIew

(a) By Declarant. New Construcbon Declarant shall have exclusive authority to adnumster and enforce architectural controls and to review and act upon all applications for ongmal construction withm Anthem Parkstde Tlus nght shall continue until 100% of the Lots planned for development under theMaster Plans have been conveyed to Class "A" Members and contain a Dwelhng Umt for wluch a certification of occupancy has been Issued, unless earlier termmated m a wntten instrument executed and Recorded by Declarant In reviewing and acting upon any request for approval, Declarant or Its designee acts solely in Declarant's interest and shall owe no duty to anyother Person Declarant may, m Its sale discretion, designate one or more Persons from time to tune to acton Its behalf rn reviewing apphcanons hereunder

-- - - ...... -

Declarant may from tuneto time, butshall notbe obligated to, delegate or assign all or a portion of 115 reserved nghts under this Article to any other Person or committee, mcludmg the Arclntectura1 Review Committee Any such delegation shall be in wntmg, specifying the scope of responsibihties delegated, and shall be subject to (1) Declarant's nght to revoke such delegation at any time and reassume junsdiction over the matters previously delegated, and (11) Declarant's nght to veto any decision which Declarant determmes, In Its sole discretion, to be mappropnate or inadvisable for any reason. So long as Declarant has any nghts under this Article, the junsdicnon of other entities shall be Iimited to such matters as Declarant specifically delegates (b) Architectural ReVlew COmIPlttee, ModIficatIons Pnor to the close of escrow of the first Lot to a Class"A" Member, the Board sball estabhsh the ARC, winch sball consist of at least three Persons Members of the ARC shall be appointed and shall serve at the discretion of the Board; provided, however, as long as Declarant owns any property descnbed III Exhibits •A· or"BJ " It shall be entitled to appomt one member of the ARC The ARC shall have exclusive junsdiction over modificattons, additions, or alterations made on or to existing structures or on or to Lots containing Dwelling Units (including, Without lumtation, the untial landscaping on a Lot), the adjacent open space, and Common Area; provided, however, any change to the Common Area shall require the approval of Declarant as long as It owns any property descnbed m Exhibits nAil or "B II SUbject to Declarant's nghts under subsection (a) above, the ARC also maybe assigned junsdrction over onginal construction within Anthem Parksrde As long as Declarant owns any property described III Exhibits "A" or "B," the ARC shall notify Declarant of any action to be taken nuder tins Article Dunng such time, Declarant shall havethe nght, in rts sale and absolute discretion, to veto any action taken by the ARC, provided, Declarant's nght to veto mustbe exercised witbm 10 days of Its receipt of notice of action taken by the ARC The party submitting the Plans for approval shall not be notified of the ARC's approval ordisapproval until after Declarant's nght to veto has been exercised or has expired,

The Board, wtth Declarant's approval for so long as Declarant owns any property descnbed m Exhibits "A" or "B," may create and appomt such subcommittees of the ARC as deemed appropnate Such subcommittees may be estabhshed to preside over particular areas of review (e g ,landscape plans) and shall be governed by such procedures as may be establishedby the ARC or the Board Any action of any subcommittee shall be subject to the review and approval of the ARC and Declarant, for as long as Declarant owns any property descnbed m Exhibits "A" or "B Notwithstanding the above, neither the ARC nor Declarant shall be obligated to review all actions of anysubconmuttees and the [allure to take action In any instance shall not be a warver of the nght of the ARC or Declarantto act III the future II

(c) ReVIewer: Fees, ASSIstance For purposes of this Article, the entity havmg junsdrcnon In a particular case shall be referred to as the "Reviewer The Reviewer may establish and charge reasonable fees for review of apphcanons hereunder and may require such fees to be paid In full pnor to review of any apphcanon Such fees may Include the reasonable costs incurred In having any apphcation reviewed by architects, engineers, or other professionals II

Declarant and the Association may employ architects, engineers, or other Persons as deemed necessary to perform the review The Board may Include the compensation of such Persons m the Assccienon's annual operating budget 43

GUidelines and Procedures

(a) DesIgn GUldelmes Declarant may prepare Design Guidelines, containing general provisions applicable to all of Anthem and all of Anthem Parkside, respectively, as well as specific provisions winch vary from Neighborhood to Neighborhood, Any portion of the Design Guidelines specific to Anthem Parkside or any Neighborhood may not be In derogation of the architectural, design, and construction standards and guidelines promulgated for all of Anthem pursuant to the Community Covenant The Design Guidelines are mtended to provide guidance to Owners and Builders

regarding matters of particular concern to the Reviewer in considenng apphcanons The Design Gwdelmes are not the exclusrve basis for deCISIOns of the Reviewer; and compliance Mth the Design Guidehnes does not guarantee approval of any apphcanon, Declarant shall have sole and full authonty to amend the Design Guidehnes specific to Anthem Parksrde as long as It owns any portion of Anthem Parkside or has a nght to expand Anthem Parkside pursuant to Section 9 I, notwtthstandmg a delegation of reviewing authonty,

unless Declarant also delegates the power to amend Upon termination of Declarant's nght to amend, the ARC shall have the authonty to amend the Design Guidelines specific to Anthem

Parkside WIth the Board's and the Council's consent Any amendments to the Design Guidelmes shan be prospective only and shall not require mcdificanons to or removal of structures previously approved once the approved construction or modification has commenced Subject to the Commuruty-WIde Standard, there shall be no other hrmtanon on the scope of amendments to the Design Gtndelmes, and such amendments may remove requirements previously Imposed or otherwise make the Design Gwdelmes less restncnve The Reviewer shall make the Design Guidelines available to Owners and Builders who

seek to engage in development or construction wnhm Anthem Parksrde, In Declarant's sole discretion, the Design Gwdelmes may be Recorded, m winch event the Recorded version, as It may unilaterally be amended from tune to nme, shall control m the event of any dispute as to

which versionof the Design Guidehnes was m effectatanyparticular tIme (b)

Procedures Except as otherwise specifically provided m the Design Guidelines, shall commence on any portzon of Anthem Parkside until an application for approval has been submitted to and approved by the Reviewer Such apphcation shall be in the form required by the Reviewer and shall mclude information reqwred under the Design Gurdelmes, such as plans and specifications showing site layout, structural design, extenor elevations, extenor materials and colors, landscaping, drainage, extenor hghting, imganon, and other features of proposed construction, as apphcable The Design Guidelines and the Reviewer may require the submission of such additional mformanon as may be reasonably necessary to consider any apphcatron no acnvmes

In reviewing each SUbnuSSIOn, the Reviewer may consider any factors it deems relevant, mcludmg, WIthout !mutatIOn, harmony of external design WIth SUlTOundmg structures and environment Decisions may be based on purely aesthetic considerations Each Owner acknowledges that determmanons as to suchmatters are purely subjective and opimons may vary

as to the desiralnhty and/or attractiveness of particular improvements The Reviewer shall have the sole discretion to make final, conclusive, and bmdmg determmations on matters of aesthetic Judgment and such determmanons shall not be subject to review so long as made m good faith and in accordance With theprocedures set forth herem The Reviewer shall make a determmation on each application after receipt of a completed. application and all mfbrmation required by the Reviewer The Reviewer may permit or require that an application for approval be submitted or considered in stages, in which case, a final decision shall not be required until after the final, required submission stage. The Reviewer may (,) approve the apphcanon, WIth or WIthout conditions, (11) approve a portion of the application and disapprove other portions, Or[m} disapprove the apphcanon, Reviewer approval shall not constitute approval of or waiver of approvals or reviews by Mancopa County or any other .12J.UDJCJpaltty orgovernmental agencyor entity havmgjunsdicnon over architectural or construction matters

The Reviewer shall notIfy the applicant m writing of the final determination on any apphcation within 45 days after Its receipt of a completed application and all requested information, In the event that the Reviewer fads to respond in a tunely manner, approval shall be deemed to have been given, subject to Declarant's right to veto pursuant to Secnoa 4 1 However, no approval, whether expressly granted or deemed granted, shall be mconsisteat with

the Design Gwdelmes unlessa wntten vanance hasbeen granted pursuant to Section 4 5 Notice shall be deemed to have been given at the time the envelope containing the response IS deposited WIth the U S Postal Service Personal delivery of such wntten notice shall, however, be sufficient and shall be deemed to have been grven at the tune of delivery to the apphcant

As part of any approval, the Reviewer may require that construction commence in accordance wtth approved plans within a specified nme penod If construction does not commence within the required penod, such approval shall be deemed Withdrawn and It shall be necessary for the Owner to reapply for approval before commencing any activities Once construction IS commenced, It shall be dilrgently pursued to completion All work shall be completed wrthm one year of commencement unless otherwise specified In the notice of approval or the Design Gurdelmes, or unless the Reviewer grants an extension m writing, which It shall not be obltgated to do If approved work IS not completed within the required tune, It shall be considered nonconformmg and shall be subject to enforcement action by the AsSOCIatIon, Declarant, the Council, or anyaggneved Owner

Notwtthstandmg the above, landscaping shall be installed, as approved, In the front and Side yards of a Lot within 90 days from the dateof the mrtral closmg of escrow on the Lot or the Issuance of a certificate of occupancy on the Lot, whichever IS later Landscaping on all other

portions of the Lot, including the rear yard, shall be installed withm 180 days from the date of the mmal closing of escrow on the Lot or the Issuance of a certificate of occupancy on the Lot, whichever IS later 'The Reviewer's decrsrcn as to the appllcablbty of these mstallatlOll requirements to any particular portion of a Lot shall be final

The Reviewer may, by resolution, exempt certain acnvrtres from the application and approval requirements of this Article, provided such actrvitres are undertaken m strict compbance WIth the reqwrem.ents of such resolution, For example, Bwlders may submit and receive pre-approval of landscaping or other plans for general application, Such pre-approved plans shall not reqwre resubmission pnor to use ona particular Lot 44

No WalVer of Future Approvals

Each Owner acknowledges that the Persons reviewing applications under this Article WIll

change from tune to time and that

on aesthetic matters. as well as interpretation and apphcatIon of the Design Gutdelmes, may vary accordingly In addition, each Owner acknowledges that It may not always be possible to idennfy objectionable features until work IS completed, in which case it may be unreasonable to require changes to the improvements 0PlDlODS

involved, but the Reviewer may refuse to approve similar proposals ui the future Approval of apphcations or plans, or m connecaon WIth any other matter requmng approval, shall not constitute bmdmg precedent In any other matter nor an estoppel or waiver of the right to Withhold approval as to any sunrlar applications, plans, or other matters subsequently or additionally submitted for approval.

Vanances

The Reviewer may authorize vanances from compliance with any of Its gw.dehnes and procedures when CIrcumstances such as topography, natural obstructions, hardship, or aesthetic or environmental consideranona require, but only In accordance WIth duly adopted regulations. Such vanances may only be granted, however, when uruque circumstances dictate and no variance shall (a) be effective unless in wntmg, (b) be contrary to tlus Declaration, the Commumty Covenant, or the Community-Wide Standard, or (c) estop the Reviewer from denying a vanance mother circumstances For purposes of this Section, the inability to obtain approval of any governmental agency. the Issuance of any permit, or the terms of any financing shall not be considered a hardship warranting a vanance Notwithstandmg the above, the Reviewer may not authonze variances without the wntten consent of Declarant so long as Declarant owns any portion of Anthem Parkside or has the nght to annex any property described m Exhibit "B" or the Council

Lmutanon ofLIablhty

The standards and procedures m tins Article are intended as a mecharusm for mamtaining and enhancing the overall aesthetics of Anthem Parksrde, they do not create any duty to any Person The Reviewer shall not bear any responsrbrhty for ensunng (a) structural mtegnty or soundness of approved construction or modiflcanons, (b) comphance With burldmg codes and other governmental requirements, (c) that all Dwelhng Umts are of comparable quality, value,

SIZe, or design, or (d) that Improvements WIll be aesthetically pleasing or otherwise acceptable to neighbonng property owners Declarant, the Assocranon, the Council, the Board, any committee, or any member of any of the foregomg shall not be held liable for any c1aun whatsoever ansmg out of construcncn on or modzflcenoas to any Lot. In all matters, th6 Reviewer shall be defended and indemnified by the Association as provided in Section 7 6. 47

Enforcement

Any construction, alteration, or other work done m violation of thIs Article or the Design Gwdelmes shall be deemed to be nonconforming Upon wntten request from the AsSOCIatIon, Declarant. or the Council, Owners shall, at their own cost and expense and wrthm such reasonable tune frame as set forth m such wntten nonce. cure the nonconformance to the satisfaction of the requester or restore the Lot and/or Dwelling Unit to substantIally the same condition as existed pnor to the nonconformmg work Should an Owner fail to remove and restore asrequired, the Association, Declarant, the Council, or their designees shall have the nght to enter the property, remove the violation, and restore the property to substantially the same condmon as previously existed, All costs, together WIth the interest at the rate estabhshed by the Board (not to exceed the maxrmurn rate then allowed by law), may be assessed against the benefited Lot and collected as a Benefited Assessment unless otherwise prchibrted In this Declaration. All approvals granted hereunder shall be deemed conditioned upon completion of all elements of the approved work and aU work previously approved With. respect to the same Lot, unless approval to modtfy any apphcatIon has been obtarned In the event that any Person faJls to commence and diligently pursue to completion all approved work by the deadlme set forth In the approval, Declarant, the Associanon, or the Council shall be authonzed, after notice to the Owner of the Lot and an opportunity to be heard ill accordance With the By-Laws, to enter upon the Lot and remove or complete any incomplete work. and to assess all costs incurred against the Lot and the Owner thereof as a Benefited Assessment unless otherwise prohibited m this Declaranon,

All acts by any contractor, subcontractor, agent, employee) or invitee of an Owner shall be deemed as an act doneby or on behalf of such Owner Any contractor, subcontractor, agent, employee. orother invitee of anOwner who falls to comply With the terms and previsions of tIns Article and the Design Guidelmes may be excluded from Anthem Parksrde, subject to the nonce and heanng procedures contained In the By-Laws In such event, neither Declarant, the Associanon, or the Council, their officers and directors, shall be held bahle to any Person for exercising the nghts granted by this paragraph. The ASSOCIation shall be pnmanly responsible for enforcement of this Article If; however, m the discretion of Declarant, the AsSOCIatIon falls to take appropnate enforcement action, as authonzed herein, within a reasonable time penod, Declarant, for so long as it O\VDS any property descnbed in Exhibits "A" or"B" to this Declaration, may, but shall notbe obligated to, exercise enforcement nghts In the same manner as set forth above In eddrnon to the foregoing, the Assocranon, the Council, and Declarant shall have the authonty and standing to pursue all legal and equitable remedies available to enforce the provrstons of this Article and the

decisions of the Reviewer If the Associanon, the Council, or Declarant prevail, they shall be entitled to recover all costs including, WIthout limitanon, attorneys' fees and court costs, reasonably incurred m such action. 48

CapacIty Reservation Charge

To the extent requued, a Capacity Reservation Charge (as defined m the Agreement for The VIllages at Desert Hills Water/Wastewater Infrastructure between Del Webb Corporation and Cmzens Unlrnes Company, dated as of September 27, 1997 (the "Agreement"» sball be paid by a Builder at the tune of ISsuance of a building permit, and Ul accordance WIth the Agreement, for each Lotorother portion of the Properues that will usethewater. Article V

Maintenance and Repair Mamtenance of Lots.

Each Owner shall maintain hrs or her Lot, mcludmg the Dwellmg Umt and all landscaping and other improvements compnsing the Lot. as wen as any sidewalk located on or adjacent to theLot and the interior surface of any penmeter wall or fence, in a manner consistent WIth the Governwg Documents, the Commumty-Wrde Standard, and all apphcable covenants, unless some or all of such maintenance respcnsibrhty IS otherwise assumed by or assigned to (and accepted by) the Assocrenon or a Neighborhood Associanon, A penmeter wall or fence shall be any fence which serves as a boundary between a Lot and Common Area" other portions of the Area ofCommon Responsrbihty, or any Pnvate Amenity.

A penmeter wallar fence shall be any fence whIch serves as a boundary between a Lot and any area which IS not a Lot, including Common Area, Council owned property, public streets, or any Pnvate Amemty The Council shall mamtam the extenor surface (that portion facmg away from the Lot) of all penmeter walls and fences In addmon, the CouncJ1 shall maintain all wrought iron portions (both extenor and intenor) of any penmeter fence With the exception of wrought iron, each Owner IS responsible for marntammg the mtenor surface of all _ penmeter walls and fences on suchOwner's Lot The Council shall maintain penmeter walls and fences as a Council Expense (as defined m the Commuruty Covenant), provided, If such work IS made necessary by the actions of the Lot Owner. the costs incurred by the Council may be assessed specifically against the benefited Lot Owner, in accordance WIth the Commumty Covenant Some Lots contam Declarant-installed walls which include planters (I e , built-m containers intended for plant matenal) as a component of the wall If such walls are not penmeter walls as descnbed above, the Lot Owner shall be responsible for mamtammg such walls and planters If such walls are penmeter walls, the Council shall maintain any planters located on the exterior Side of thewall and the Owner shall mamtam those planters located on the mtenor Side of the wall Maintenance of the planters shall Include structural and aesthetic maintenance and keeping and mamtammg plantmg matenals In accordance WIth the CommunityWIde Standard The remainder of the planter wall shall be maintained as descnbed above

In addition to any other enforcement nghts, If an Owner falls to perform properly hIS or her maintenance responsrbihty, the Association may Record a notice of vrolanon and/or perform

-------

such maintenance responstbilitres and assess all costs incurred as a Benefited Assessment m accordance WIth Section 8 5 The Association shall afford the Owner reasonable nonce and an opportunity to cure the problem pnor to entry, except when entry IS required due to an emergency situation, 52

Mamtenance ofNeighborhood Property

Upon resolution of the Board, the Owners wrthm each Neighborhood shaIl be responsible for paymg, through Neighborhood Assessments, the costs of operating, mamtainmg, and msurmg certain portions of the Area of Common Responsibility WIthin or adjacent to such Neighborhood, This may mclude, WIthout bnntanon, the costs of mamtammg any signage, entry features, and nght-of-way between the Neighborhood and adjacent public roads, pnvate streets within the Neighborhood, and lakes or ponds within the Neighborhood, regardless of ownership and regardless of the factthat such maintenance maybe performed by the Association orthe Council; provided, however, all Neighborhoods wluch are sunI1arly SItuated shall he treated the same

A Neighborhood Association shall maintain Its common property and any other property for which It has mamtenance responsibrhty m a manner consistent With the Govemmg Documents, the Conunumty-Wide Standard, and all applicable covenants A Neighborhood Association also shall be responsible for mamtammg and imgatmg the landscaping within that portion of any adjacent Common Area or public nght-of-way lymg between the boundary of its common property and any wall, fence, or curb located on the Common Area or pubhc nght-of-way wrthm 10 feet of Its boundary, provided, there shall be no right to remove trees, shrubs, or similar vegetation from tins area Without pnor approval pursuant to Article N The ASSOCiation may assume mamtenance responsibility for property WIthin any Neighborhood,

addmon to that designated by Supplemental Declaration, either by agreement or because, In the opmron of the Board, a Neighborhood Association fails to perform Its mamtenance responsibrhty or the level and quality of service then being provided 1S not consistent WIth the COmIDUIllty4 Wide Standard. AIl costs of mamtenance pursuant to this in

paragraph shall be assessed as a Neighborhood Assessment or a Benefited Assessment against only the Lots withm the Neighborhood to wluch the services are provided The provision of services in accordance WIth this Section shallnotconsnrutediscnmmanon WIthin a class

Remonsiblhtv for RepaIr and Replacement

Unless otherwise specifically provided m the Govemmg Documents or mother Instruments creating and assigning maintenance responsrbrhty, responsrlnhty for mamtenance shall mclude responsibility for repair and replacement, as necessary to maintain the property to a level consistent WIth the Commumty-Wide Standard By takmg title to a Lot, each Owner covenants and agrees to carry property insurance for the full replacement cost of all insurable unprovements on his or her Lot, less a reasonable deductible, unless either the Neighborhood Association (If any) for the Neighborhood In wluch

the Lot is located or the Assocranon cames such insurance (which they may, but are not obligated to do hereunder) If the Assocranon assumes responsibility forobtammg any insurance coverage on behalfof Owners, the premiums for such insurance shall be levied as a Benefited Assessment against the benefitedLot and the Owner

Each Owner further covenants and agrees that in the event of damage to or destruction of structures on or compnsmg his Lot, the Owner shall promptly repair or reconstruct in a manner consistent WIth the ongmal construction orsuch other plans and specifications as are approved m accordance WIth Article N In the event that such repair and reconstruction cannot be promptly undertaken, the Owner shall clear the Lot and maintain It In a neat and attractive condition consistent with the Community-Wide Standard and sball present a timetable for repair and reconstructlon to the Board wrthm 90 days of the damagmg or destructive event The Owner shall pay any costs wlnch are not covered by msuranceproceeds This Section sball also apply to any Neighborhood Association responsible for common property wrthm the Neighborhood In the same manner as if the Neighborhood AsSOCIatIon were an Owner and the common property were a Lot. Additional Recorded covenants applicable to any Neighborhood may establish requirements for insurance and more stnngent standards for rebuilding or reconstructIng structures on the Lots wrtlun such Neighborhood and for clearing and mamtainmg the Lots ID the event the structures are not rebuilt orreconstructed. Article VI

The AssociatIon and Its Members Function of the ASSOCiation

The AsSOCIatIon shall be the entity responsible for management, maintenance, operation, and control of the Area of Common Responsrbrhty The Association also shall be the pnmary entIty responsible for enforcement of the Governmg Documents The Association shall perform its functions in accordance WIth the Governing Documents and Anzona law. 62

Memberslnp

Every Owner sball be a Memberof the Assocranon, There sball be only one memberslnp per Lot If a Lot IS owned by more than one Person, all co-Owners shall share the pnvileges of memberslup, subject to reasonable Board regalanon and the restnctlons on votmg set forth m Section 6 3(c) and In the By-Laws, and all such co-Owners shall be jointly and severally obligated to perform the responsrbihties of Owners The memberslnp nghts of an Owner which IS not a natural person may be exercised by any officer, director, partner, or trustee. or by the individual designated from time to time by the Owner m a wntten mstrwnent provided to the Secretary ofthe Association

Vollng

The Association shall have two classes of membership, Class "A" and Class"B "

(a)

Class'IA" Class "N' Members shallbe all Owners except the Class"B" Member,

If any Class "N! Members shall haveone equal vote for eachLot m which they hold the interest required for membership under Section 6 2, except that there shall be only one vote per Lot No vote shall be exercised for any property winch IS exempt from assessment under Section 8 10.

(b) Class "B" The sole Class "B" Member shall be Declarant The Class"E" Member may appoint a majority of the members of the Board during the Class "B" Control Penod, as specified m the By-Laws. Addrtronal nghts of the Class "B" Member are specified m

therelevant sections of the Govermng Documents The Class "B" membership shall tenomate npon the earlier of (I)

two years after expiration of the Class "B" Control Penod, or

(11)

when, m Its discretion, Declarant so determines and declares in a Recorded

mstrument

Upon tenmnanon of the Class "E" membership, Declarant shall be a Class "A" Member entitled to Class I'N' votes for eachLotWIDch It owns (c) ExercIse ofVotmg RIghts If there 15 more than one Owner ofa Lot. the vote for such Lot shall be exercised as the co-Owners determme among themselves and advise the Secretary of the AsSOCIatIon m writing pnor to the vote bemg taken. Absent such advice and ill the event that more than one such co-Owner casts a vote, the Lot's vote shallbe suspended and shallnotbe included ill the final vote tallyon the matter being voted upon. 64

Neighborhoods

Every Lot shall be located within a Neighborhood, Unless and until additional Neighborhoods are estabhshed, Anthem Parkside shall COOSlSt of a smgle Neighborhood Lotswtthm a particular Neighborhood may be subject to covenants ill addition to those set forth In this Declaration and, If required by law or otherwise approved by Declarant, the Owners within the Neighborhood may be members of a Neighborhood Association m addition to the

AsSOCIatIon Exhibit "A" to this Declaration and each Supplemental Declaration submitting acdrnonal

property to tlus Declaration uunally shall assign the submitted property to a specific Nerghborbocd (by name or other rdentrfymg designanon), wluch Neighborhood may be then existing or newly created. So long as It has the nght to subject additional propetty to tlus Declaration pursuant to Section 9 I, Declarant may unilaterally amend this Declaration or any

Supplemental Declaration to create Neighborhoods or redesignate Neighborhood boundanes However, two or more existmg Neighborhoods shaII not be combmed without the consent of Owners of a majority of the Lots m the affected Neighborhoods The Owners withm any Neighborhood may request that the ASSOCiation provide a higher level of service than lhat which the ASSOCiatIOn generally provides to all Neighborhoods or may request that the Association provide special services for the benefit of Lots tn such 20

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Neighborhood, The cost ofsuch services, which may Include a reasonable administrative charge In such amount as the Board deems appropriate (provided, any such admuustralIve charge shall apply at a uniform rate per Lot to all Neighborhoods receiving the same service), shall be assessed against the Lots within such Neighborhood as a Neighborhood Assessment Upon the affirmative vote, wntten consent, or a combination thereof, of Owners of a mejonty of the Lots within the Neighborhood, the Association shall provide the requested services, Article

Association Powers and Responsibilities

Acceptance and Control ofAssociatIon Propet:t'l

(a) The Association may acquire, hold, lease (as lessor or lessee), operate, and dispose of tangible and intangible personal property and real property, subject to the provisions of Sections 15 5 and 18.4 The Association may enter into leases, licenses, or operating agreements for portions of the Common Area, for such consideration or no constderation as the Board deems appropriate, to permit use of such portions of the Common Area by third parties for thegeneral benefit or convenience ofOwners and other residents of Anthem Parkside (b) Declarant and Its designees may convey to the Association, and the AsSOCIation shall accept, personal property and fee ntle, leasehold, or other property interests In any real property, unproved. or ummproved, described In Exhibits "A" or "B Upon Declarant's wntten request, the Association shall reconvey to Declarant any umrnproved portions of the Common Area ongmally conveyed to the Association for no consrderauon, to the extent conveyed by Declarant In error or needed by Declarant to make minor adjustments in property hoes 11

(C) The Association shall be responsible for management, operation, and control of the Common Area. subject to any covenants and restncnons set forth m the deed or other instrument transferring such property to the Association. Wlthout the necessity of complying WIth the procedures set out m Arttcle ill, the Board may adopt such reasonable rules regulanng use of the Common Area as It deems appropnate

MaIntenance of Area of Common Responslblltty.

(a) The Association shall mamtam, m accordance With the Community-WIde Standard, the Area ofCommon Responsrbrlny, which may include, but need not be limited to (1) all portions of and structures SItuated upon the Common Area (includmg, Without limitation, areas designated as open space oras retennon areas), (11)

landscaping WIthin public rights-of-way withm or abuttmg Anthem

Parkside, aod

such portions of any addtttonal property as may be dictated by Declarant, tlns Declaration, any Supplemental Declaration, any Plat of any portion of Anthem Parkside, or any contract, covenant, or agreement for rnamtenance thereof entered mto by, or for the benefit of. the Association, and which IS not otherwise mamtamed by the Council (111)

The Association shall not be hable for any damage or mjury occurring on, or ansing out of the condition o~ property winch It does not own except to the extent that It has been negligent In

theperformance of Its mamtenance responsibrlrties

The Assccianon shall mamtain the Common Area faclhties and eqwpment in continuous operation, except for any penods necessary, as determmed m the sole discretion of the Board, to perform required maintenance or repairs, unless Class "A" Members representing 75% of the votes m the Association and the Class "B" Member. if any. agree m writing to (b)

discontinue such operation, (c) The costs associated WIth maintenance, repair, and replacement of the Area of Common Responsibility shall be a Common Expense, provided, the Association may seek

reimbursement from the owner(s) of or other Persons responsible for, certain portions of the Area of Common Responsrbrlrty pursuant to this Declaration or other Recorded covenants or agreements with the owner(s) thereof. Maintenance, repair, and replacement of Limited Common Areas shall be a Neighborhood Expense assessed to the NetglIborhood(s) to which such Limited Common Areas are assigned, notWIthstandmg that the AsSOCIatIon may be responsible

forperfonmng such mamtenance hereunder

73.

Insurance

(a) ReqUIred Coverages The Association shall obtain the insurance coverage the Board deems necessary or desirable In an effort to satisfy the requirements of the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the U S Department of Veterans Affairs, and the U S Department of Housing and Urban Developmeot, as applicable to Anthem Parksrde Accordingly, the Board shall obtain casualty insurance for all insurable Improvements. If any. which the ASSOCIation JS obhgated to mamtam. Thrs insurance shall

provide, at a minimum, :lire and extended coverage and shallbe in an amount sufficient to cover the full replacement cost of any repair or reconstruction m the event of damage or destruction from any such hazard. The Board also shall obtain a public habrhty policy applicable to the Common Area covenng the Association and the Members for all damage or injury caused by the negligence of the Association or any of ItS Members or agents, and, If reasonably available, directors' and officers' habrhty insurance The public lrabrhty policy shall have a combined smgle hmit of at least $1,000,00000 Pohcres may contain a reasonable deducnble as determmed by the Board. The amount of any deductible shall be treated as a Common Expense or a Neighborhood

Expense In the same manner as the premiums forthe applicable Insurance coverage, or levied as a Benefited Assessment In addition to other Insurance required by this Section, the Board shall obtain worker's compensation Insurance, If and to the extent necessary to satisfy the requirements of applicable law, and a fidelity bond or bonds on directors, officers, employees, and other persons handlmg or responsible for the ASSOCIatiOn's funds, If reasonably available If obtained, the amount of fidelity coverage shall at least equal three months' total assessments plus reserves on hand.

Fidelity coverage shall contain a waiver of all defenses based upon the exclusion of persons serving Without compensation. All such insurance coverage shall be wntten ill the Association's name

In addmon, the Association shall, If so specified in a Supplemental Declaration apphcable to any Neighborhood, obtam and maintain property insurance on the insurable improvements on the Lots withm such Netghborhocd which insurance shall comply with the reqmrements of subsection (a)(I) Any suchpolicies shall provide for a certificate of insuranceto be furnished upon request to the Owner of each Lot insured,

Premiums for all insurance on the Area of Common Responsibility shall be Common Expenses, except that (,) prenuums for property insurance on Lots within a Neighborhood shall be a Neighborhood Expense, and (u) prenuums for insurance on Limited Common Areas may be included In the Neighborhood Expenses of the Nerghborhoodfs) to wluch such Lirmted Common Areas are assigned unless the Board reasonably deternunes that other treatment of the premiums IS more appropnate (b) Policy Reqrnrements The Association shall arrange for an annual review of the sufficiency of the insurance coverage It cames for Itself by one or more quahfied Persons, at least one of whom must be familiar WIth insurable replacement costs ill the Mancopa County, Anzona area. All Association pohcies shall provide for a certificate of insurance to be furmshed to theAsSOCIatIon and., uponrequest, to each Member insured,

(c) RestoTIng Damaged Improvements In the event of damage to or destrucnon of Common Area or other property wInch the Associanon IS obligated to insure, the Board Or Its duly authonzed agent shall file and adjust all insurance claims and obtam reliable and detailed estimates of the cost ofrepaumg or restonng the property 10 substanllally the condition In which It existed pnorto the damage, allowmg forchanges or Improvements necessitated by changes m applicable building codes

Damaged Improvements on the Common Area shall be repaired or reconstructed unless the Class nAil Members representing at least 80% of the total votes m the Association, and Declarant, If any, decide within 60 days after the loss not to repair or reconstruct If the damage IS to Luruted Common Area, 80% of the Owners to which such Luruled Common Area IS assigned and Declarant, If any, must vote not to reparr orreconstruct If either the insurance proceeds or estunates of the loss, or both., are not available to the Association within such 60-day penod, then the penod shall be extended until such funds or Information are available However, such extension shan not exceed 60 additional days No Mortgagee shall have the nght to partrcspate zn the deternunallon of whether the damage or destruction to theCommon Area shall be repaired or reconstructed,

If a decrston IS made not to restore the damaged improvements, and no alternative Improvements are authonzed, the affected property shall be cleared of all debns and rums and thereafter shall be mamtamed by the ASSOCiation In a neat and attractive, landscaped condition consistent WIth the Community-Wide Standard

Except as otherwise required by the Act, any insurance proceeds remaining after paying thecosts of repair or reconstruction, or after such settlement as IS necessary and appropriate, shall be retained by the Association for the benefit of Its Members or the Owners of Lots withm the insured Neighborhood, as appropnate, and placed in a capital unprovements account This 15 a covenant for the benefit of Mortgagees and may be enforced by the Mortgagee of any affected

Lot If insurance proceeds are insufficient to cover the costs of repair or reconstruction, the Board may levy Special Assessments to cover the shortfall agamst those Owners responsible for the premiums for the applicable lI1SUl"3D.ce coverage under subsection (a) 74

ComplIance and Enforcement

(a) The Board may impose sanctions for violation of the Governmg Documents after nonce and an opportumty for a beanng In accordance with the procedures set forth In the ByLaws The Board shall establish a range of penalties for such violations, WIth. violations of the Declaration, unsafe conduct, and harassment or intentionally malrcrous conduct treated more severely than other violations Such sanctions may Include. without lnmtanon, those otherwise specifically set forth m the Govemmg Documents, and (I) Imposmg a graduated range of reasonable monetary fines wInch shall constitute a hen upon the VIolator's Lot, (u) suspendmg an Owner's nght to vote. (m) suspending any services provided by the AsSOCIatIon. (IV) exercising self-help ortalang action to abate any vrolation oftbe Governing Docwnents m a non-emergency srtuatron, and (v) levymg Benefited Assessments to cover costs Incurred. by the Associanon or Council to bnng a Lot mto compliance wtth the Governmg Documents In the event that any tenant or resident of a Lot other than the Owner VIolates the

Governmg Documents and a fine IS unposed, the fine shall first be assessed against the VIolator; provided, however, If the fine IS not paid by the VIolator within the ttme penod set by the Board, the Owner shall pay the fine upon notice from the Board For each failure to comply, the amount of said fine shall not exceed the maximum permitted by the Act In addition, the Board may take the followmg enforcement procedures to ensure comphance WIth the Governmg Documents WIthout the necessity of compliance WIth the notice and heanng proceduresset forth m the By-Laws any emergency situation (specifically mcludmg, but not hmrted to, the towing ofvelncles that are In violationofparlang rules), or (1)

exercising self-help

(u) bnngmg swt at law or m equity to monetary damages orboth.

enjoin

any Violation or to recover

All remedies set forth m the Goverrung Documents shall be cumulative of any remedies available at law or In eqwty In any action to enforce the Govemmg Docwnents, If the ASSOCiatIon prevails, It shall be entitled to recover all costs, mcludmg, Without ltmitanon, attorneys' fees and court costs, reasonably incurred 10 such acnon

(b) The decision to pursue enforcement action m any particular case shall be left to the Board's discretion, except that the Board shall not be arbitrary or capricious in takmg enforcement action Without hmmng the generality of the foregomg sentence, the Board may determine that, under the circumstances of a particular case (1) the Association's position is not strong enough to justify taking, or It IS not in the Association's best interests (based on hardslnp, expense, or other reasonable cntena) to pursue, any or further action, (11) the covenant, restncnon, or rule bemg enforced IS, or IS hkely to be construed as, mconsistent with apphcahle law, or (111) although a technical violation may exist or may have occurred, It IS not of such a material nature as to be objectionable to a reasonable person or to justify expencb.ng the Association's resources Such a decision shall not be construed a waiver of the right of the Association to enforce such provision at a later time under other circumstances or preclude the Association from enforcing any other covenant, restriction, or role The Association, by contract or other agreement, may enforce applicable city and county ordinances, If applicable, and Mancopa County or other governmental euthonues may enforce ordmances within Anthem Parkstde 75

ImplIed RIgbts: Board Authonty

The Association may exercise any right or pnvilege given to It expressly by the Governmg Docwnents or reasonably unphed from or reasonably necessary to effectuate any such nght or pnvilege Except as otherwise specifically provided m the Governmg Documents or by law, all nghts and powers of the Association may be exercised by the Board without 3 vote of the

membership 76

IndemnIficatIOn of Officers. Directors. and Others

(a) The Association shall mdemmfy every officer, director, and COD1I11lttee member agamst all damages and expenses, mcludmg counsel fees, reasonably incurred ID connection With any action, SUIt, or other prcceedmg (mcludmg settlement of any SUIt or proceeding, If approved by the then Board of Directors) to wlnch he or she may be a party by reason of being or havmg been an officer, director, or committee member, except that such obhgation to indemrufy shall be limited to those actions for wlncb habihty IS hmited under Anzona law.

(b) The officers, directors, and committee members shall not be liable for any mistake of Judgment, negligent or otherwise, except for their own individual willful nusfeasance, malfeasance. misconduct, or bad faith The officers and directors shall have no personal habihty With respect to any contract or other commitment made or action taken m good faith on behalf of the Association (except to the extent that such officers or directors may also be Members of the

Assocratron) 77

Safety and Secunty

Each Owner and occupant of a Lot, and their respective guests and lnvuees, shall be responsible for their own personal safety and the security of their property in Anthem

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Parkside. The Association may, but shall Dot be obligated to, maintain or support certain activities within Anthem Parkside designed to enhance the level of safety or securrty which each person provides for himself and his property. The Association, the Council, and Declarant shall not in any way be considered insurers or guarantors of safety or secunty within Anthem Parkside, nor shall they be held liable for any loss or damage by reason of faIlure to provide adequate security or ineffectiveness of security measures undertaken. No representation or warranty is made that any systems or measures, including any mechanism or system for limitIng access to Anthem Parksrde, cannot be compromised or circumvented, nor that any such systems or security measures undertaken WIll in all eases prevent loss or provide the detection or protectIon for which the system is designed or intended.. Each Owner acknowledges, understands, and shall be responsible for informing its tenants and all occupants of its Lot that the Associatlon, Its Board and committees, the CouncIl, and Declarant are not insurers or guarantors of security or safety and that each Person within Anthem Parkside assumes all rrsks of personal injury and loss or damage to property, ineludIng Lots and the contents of Lots, resulnng from acts of third parties, 78

ProVlslon of ServIces

The Association may provide, or provide for, services and facilmes for all or any of the Members and their Lots, and shall be authonzed to enter mto and tennmate contracts or agreements WIth other entities, including Declarant, to provide such services and facihnes The Board may charge use or service fees for any such services and facilities provided, or may include the costs thereof in the Association's budget as a Common Expense and assess It as part of the Base Assessment If provided to all Lots By way of example, such services and facrhnes might include landscape maintenance, trash collection, pest control service, cable television service, security, caretaker, transportation, fire protection, utilities, recyclmg, any services required by Mancopa County or other apphcable governmental authonues, and sinnlar services and facihnes Nothing In tlus Section shall be construed as a representation by Declarant or the Association as to what, If any, services shall be provided, In addition, the Board shall be permitted to modify or cancel existing contracts for services m Its discretion, unless the provision of such services is otherwise required by the Govemmg Documents Non-use of services provided to all Owners or Lots as a Common Expense shall not exempt any Owner from the obhgatron to pay assessments for such services In any contracts or agreements WIth tlurd parties for the provision of services wrthin Anthem Parkside, the ASSOCiatIon may assign to the service provider the nght to bill Owners directly and to pursue all legal or equitable remedies otherwise available to the Association in the collection of such bills Any charge billed directly to an Owner in accordance WIth such a contract between the Association and the service provider shall be a charge and continuing hen in favor of the service provider against each Owner's Lot, enforceable by the service provider or the AsSOCIatIon (as per the agreement between the Association and the service provider) 10 the manner provided for the enforcement of hens for assessments 10 Article VIII

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7.9

VIew Imparrment

Declarant, the Associahon, or the Council make no guarantee or representation that any view over and across the Lots or any open space within Anthem will. be preserved without impairment.. Declarant, the Association, and the Conncil shall not have the obligahon to relocate, prune, or thin trees or other landscaping except as set forth in Article V or as otherwise set forth lD a covenant or agreement binding the Assocsatton. The owner of open space areas shall have the right to add trees and other landscaping from time to time subject to applicable law and the Governing Dccameats, If applicable. Any express or implied easements for VIew purposes or for the passage of lIght and air are hereby expressly disclaimed. 7.10

RelatIonshIp WIthNeIghborhood AssocIatIons

The Association shall have the power to veto any action taken or contemplated to be taken by any Neighborhood Association which the Board reasonably determines to be adverse to the interests of the Associanon or Its Members or inconsistent With the Community-Wide Standard The Association also shall have thepower to require specific action to be taken by any Neighborhood Assocranon in connection WIth rta obligations and responsibthties, such as requmng specific mamtenance or repairs or aestheticchanges to be effectuated and requmng that a proposedbudget include certam items and that expenditures be made therefor A Nerghborhcnd Association sball take appropriate action required by the Association in a wntten notIce WIthin the reasonable time frame set by the Association in the nonce If the Neighborhood Association fads to comply, the Association shall have the nght to effect such action on behalf of the Neighborhood AsSOCIatIon and levy Benefited Assessments to cover the

costs. as well as an admtmstratIve charge andsanctions 711

Election orCounell Board Members

and in accordance with, the Community Covenant, the Board shall provide for the electron of one or more Persons to serve on the COunCIl'S board of directors. As set forth

Article VID

In,

Assceiation Finances

Budgetmg and Allocatmg Common Expenses

The Association IS authonzed hereby to levy Base Assessments equally agamst all Lots subject to assessmcot under Section 8 6 to fund the Common Expenses At least 60 days before the begmnmg of each fiscal year, the Board shall prepare a budget of the estimated Common Expenses for the corning year, mcludmg any contnbunons to be made to a reserve fund pursuant to Section 8 3 Common Expenses shall include the ASSOCiation's contnbutions to the Council 111 accordance WIth the Commumty Covenant The budget also shall reflect the sources and estimated amounts of funds to cover such expenses. which may include any surplus to be applied from pnor years, any Income expected from sources other than assessments levied against the Lots, and the amount to be generated through the levy of Base Assessments and Special

Assessments against the Lots, including Lots reasonably anticipated to become subject to

assessment dunng the fiscal year The Board shall send a copy of the final budget to the Council and notice of the amount of the Base Assessment to be levied pursuant to such budget to each Owner and to the Council at least 30 days pnor to the effective date of such budget Except as required for the exercise of approval nghts under Section 8 9, the budget shall not be subject to Owner approval and there shall be no obhgation to send each Owner a copy of the budget or call a meeting for the purpose of consrdenng the budget If any proposed budget 15 disapproved under Section 8 9, or the Board fails for any reason to determme the budget for any year, then the budget most recently in effect shaIl continue In effect until a new budget is determmed.

The Board may revise the budget and adjust the Base Assessment from tune to tune dunng the year, subject to Section 8 9 and the notice requirements set forth above. 82

BudgetIng and Allocatmg NeIghborhood Expenses

The Association 15 authonzed hereby to levy Neighborhood Assessments equally against all Lots In the Neighborhood which are subject to assessment under Section 8 6 to fund Neighborhood Expenses, provided, If so specified In the applicable Supplemental Declaration or If so dtrected by pennon SIgned by a majonty of the Owners within the Nergbbcrhood, any portion of the assessment Intended to benefit particular Owners within a Neighborhood (e g _for extenor mamtenance on a structure or for mamtenance of landscepmg wrthm a cul-de-sac) shall

be levied on each of the benefited Lots m propornon to the benefit received, At least 60 days before the begmmog of each fiscal year, the Board shall prepare a separate budget cavenng the estimated Neighborhood Expenses for each Neighborhood on whose behalf Neighborhood Expenses are expected to be Incurred durmg the COIDIng year Eachsuch budget shall Include any costs for eddttIonal services or a hrgher level of services which the Owners In such Neighhorbood have approved pursuant to SectIon 64(a) and any contnbutIon to

be made to a reserve fund pursuant to Section 8 3 The budget also shall reflect the sources and estimated amounts of funds to coversuch expenses, which may Include any surplus to be apphed from pnor years, any Income expected from sources other than assessments levied against the Lots, and the amount required to be generated through the levy of Neighborhood and Special

Assessments against the Lots In suchNeighborhood. The Board shall cause a copy of the Neighborhood budget and notice of the amount of the Neighborhood Assessment for the cornmg year to be delivered to each Owner in the Neighborhood at least 30 days pnor to the begmrung of the fiscal year Except as required under Section 8 9, budget shall not be subject to Owner approval and there shall be no obhganon to call a meeting for the purpose of consrdenng the budget If the proposed budget for any Neighborhood

disapproved as permitted under Section

89, or If the Board fails for any reason to deternune the budget for any year, then until such time

as a budget IS determmed, the budget in effect for the immediately preceding year shall continue

for the current year The Board may revise the budget for any Neighborhood and the amount of any Nerghborhood Assessment from time to tune dunng the year, subject to Section 8 9 and the

noticerequirements set forth above All amounts collected by the Association as Neighborhood Assessments shall be held in trust and expended solely for the benefit of the Neighborhood for winch they were collected. Such amounts shall be accounted for separately from the Association's general fund. 83

Budgeting forReserves

The Board shall prepare and review penodically a reserve budget for the Area of Common Responsibility and for each Neighborhood for winch the Association maintains capital Items as a Neighborhood Expense, If any Such budgets shall take into account the number and nature of replaceable assets, the expected. life of each asset, and the expected repair or replacement cost If theBoard elects, In the exercise of Its business Judgment, to fund reserves, It shall mclude in the Common Expense budget adopted pursuant to Section 8 1 or the Neighborhood Expense bndgets adopted pursuant to Section 8 2, as appropnate, a Capital contribution to fund reserves in an amount sufficient to rneet the projected need WIth respect both to amount and tuning by annual contnbunons over the budget penod So long as the Board exercises business Judgment ill deterrrumng the necessity of a reserve fund, and an adequate amount of reserves, the amount ofthe reserve fund, If any. shallbe considered adequate.

The Board may adopt resolunons regardmg the expenditure of any reserve funds, mcludmg pohcies designatmg the nature of assets for which reserve funds may be expended. Such pohcres may differ for general Association purposes and for each Neighborhood. So long as Declarant owns anyproperty descnbed m Bxhibits "A" or "B," neither the Association nor the Board shall adopt, modify, limit, or expand such policies without Declarant's pnor wntten consent The Board may enter mto agreements With Declarant, on negotiated terms. under which Declarant may cbhgate Itselfto provide reserve funds as needed on a "cash basis" 1I11Ieu of the Association funding reserves on an accrual basis 84

SpecIal Assessments

In addition to other authonzed assessments, the Association may levy Special Assessments to cover unbudgeted expenses or expenses in excess of those budgeted Any such Special Assessment may be levied against the entire membership, If such Special Assessment IS for Common Expenses, or against theLots withm any Netghborhood If such Special Assessment IS for Neighborhood Expenses Except as otherwise specifically provided In this Declaration, any Special Assessment shall require the affirmative vote or wntten consent of Class "A" Members representmg at least two-thirds of the total votes allocated to Lots which WIll be subject

to such Special Assessment, and the affirmative vote or wntten consent of the Class "B"

Member, If such exists Special Assessments shall be payable m such manner and at such times as detennmed by the Board, and may be payable m installments extendingbeyond the fiscal year m which the Special Assessment is approved. 8 5.

Benefited Assessments

The Association shall bave the power to levy Benefited Assessments against any Lot as follows (a) to cover the costs, including overhead and admmistrative costs, of providing services to Lots upon request of an Owner pursuant to any menu of special services which may be offered by the Association orthe Council Benefited Assessments for special services may be levied in advance of the provision of the requested service, and

to cover costs incurred m bnngmg the Lot into compliance with the Governing Documents or costs mcurred as a consequence of the conduct of the Owner or occupants of the Lot, their agents, contractors, employees, licensees, mvrtees, or guests; provided, the Association shall give the Lot Owner pnor wntten nonce and an opportunIty for a heanng, m accordance with the By-Laws, before levyingany Benefited Assessment under this subsection (b). (b)

The Association may also levy a Benefited Assessment agamst the Lots within any Neighborhood to reimburse the Association for costs incurred ill bnnging theNeighborhood into comphance WIth the provisions of the Govermng Documents, provided the Board gives pnor wntten notice to the Owners of Lots m the Neighborhood and an opportunity for such Ownersto be heard before levying anysuchassessment

The Council, porsuant to the Community Covenant, also sball be authonzed to take such corrective action to cure violations of the Govenung Documents or to bnng a Lot into compliance with the Commumty-Wtde Standard If the Council undertakes such action, the Council IS authonzed to assess the Owner for all costs incurred. 86.

Commencement ofObhganon. TIme ofPayment

The obhgatron to pay assessments shall commence as to each Lot on the first day of the month following (a) the month m wluch the Lot IS made subject to this Declaration, or (b) the month In which the Board first detenmnes a budget and levies assessments pursuant to thIs Article, wluchever IS later However, dunng the time that a Lot IS owned by a Builder for the purpose of development and resale in Its ordmary course of business, such Lot shall be assessed only 25% of the full Base Assessment rate and 25% of any Special Assessment or Neighborhood Assessment which would otherwise be payable dunng such penod.. The first annual Base Assessment and Neighborhood Assessment, If any, levied on each Lot shall be adjusted according to the nwnber of months remammg In the fiscal year at the tune assessments commence on the Lot Assessments shall be paid In such manner and on such dates as the Board may establish, The Board may require advance payment of assessments at closing of the transfer of ntle to a Lot and Impose special requirements for Owners With a history ofdelmquent payment If the Board 30

so elects, assessments may be pard in quarterly or montbly installments Unless the Board otherwise provides, the Base Assessment and any Neignborhocd Assessment shall be due and payable in advance on the first day of each fiscal year If any Owner IS delinquent m paying any assessments or other charges levied on Ius Lot, the Board may require the outstanding balance on all assessments to be paid in full immediately 87

OblIgatIOn for Assessments

<a)

Personal Obhganon

Each Owner, by accepting a dead or entering into a

Recorded contract of sale for any Lot. 15 deemed to covenant and agree to pay all assessments authorized. in the Govermng Documents All assessments, together WIth interest (computed from Its due date at a maximum rate of 18% per annum or such higher rate as the Board may establish, subject to the bmrtatrons of Anzona law), reasonable late charges as detenmned by Board resolution (as linuted by the Act), costs, and reasonable attorneys' fees, sball be the personal obhgatIon of each Owner and a hen upon each Lot until paid in full Upon a transfer of title to a Lot, the grantee shall be jointly and severally liable for any assessments and other charges due at the time of conveyance

The Board's failure to fix. assessment amounts or rates or to deliver or mall each Owner an assessment nonce shall notbe deemed a waiver, modification, or a release of any Owner from

the obhganon to pay assessments In such event, each Owner shall continue to pay Base Assessments and Neighborhood Assessments on the same basis as dunngthe last year for wlnch an assessment was made, If any, until a new assessment IS levied, at winch time the Association may retroacnvely assess any shortfalls in collections No Owner may exempt himself from habihty for assessments by Don-use of Common Area, abandomnent of Ius Lot, non-use of facrhties or property operated or maintained by the Council, or any other means The obligation to pay assessments IS a separate and mdependent covenant on the part of each Owner No dimmuttcn 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 function reqwred of It, or for mconvemence or discomfort arising from the making of repairs or unprovements, or from any other action rt takes. Upon wntten request from an Owner. Mortgagee, or other Person designated by the Owner, the AsSOCIatIon shall funush a statement settmg forth the amount of any unpaid assessment agamst such Owner's Lot The statement shall be bmdmg uponthe Assccianou, the Board, and the Owners to the extent mandated by Arizona law If the AsSOCIatIon fails to provide such statement within 15 days of Its receipt of a wntten request, any hen for unpaid assessments then due shall be exnnguished to the extent mandated by Anzona law The ASSOCiatIOn may require the advance payment of a reasonable processing fee for the Issuance of suchstatement (b)

Declaranrs Obhgalion

Pavrnent of the "Shortage" Dunng the Class "B" Control Period, and with respect solely to Assocranon expenses (l e, expenses which are not Anthem communityWIde expenses Incurred by the Council), Declarant shall not be obligated to pay assessments on (1)

--.-

its unsold Lots but, instead, shall be obhgated to pay the "shortage" (, e , operating deficit) for each fiscal year A "shortage" shall exist If Income and Revenues (as defined below) for a particular fiscal year are less than ExpendItures (as defined below) incurred for the Same fiscal year Income and Revenues and Expenditures are to be calculated using the accrual basis of

accounting (A) Income and Revenues are. the amount of all income and revenue of any kind earoed by the Associanon dunng the subject fiscal year, including, but not limited to, assessments, use fees, subsidies (If any) provided by Declarant, and income from all other

sources Forpurposes ofthts Section, assessments foreachLot are deemed earned on the annual anniversary dateof thecommencement of assessments with respect to such Lot (B) Expenditures are the amount of all actual operating expenses incurred, or obhgated for, by the Association dunng the subject fiscal year, including without lnmtanon (1) any reserve contnbunons for such year, and (2) any budgeted or approved nonbudgeted capital assets acquired dunng the fiscal year, but excluding (1) all non-cash expenses

such as depreciation or amortization, (2) expenditures for or purchase of non-budgeted, nonapproved Items, (3) all expenditures made from reserve funds, and (4) any amounts levied by the

Ccuncil relating to uou-Assocranon expenses Forpurposes of this paragraph, "approved" shalI mean pnor wntten approval ofDeclarant (C) Any shortage m a particular fiscal year IS to be offset by any surplus from a previous fiscal year A surplus IS achieved when, usmg an accru.aJ. basts of accounting, Income and Revenues for a particular :fiscal year exceed Bxpendrtures for the same fiscal year Payment of the shortage shall exempt Declarant from payment of Neighborhood or

Benefited Assessments. and any portion of Base and Special Assessments not attnbutable to Council operations. Declarant's obhgancn for any Base and Special Assessments attnbutable solely to Council operanons shall be governed by the Community Covenant

(h)

OptIon to Pay "Shortage"

Following expiration or termmation of the

Class "B'' Control Penod, Declarant may annually elect either to pay the assessments descnbed in subsection (1) above on each of ItS unsold Lots or to pay the shortage for such fiscal year The

Declarant's election may be made separately WIth respect to Base Assessments and Neighborhood Assessments If Declarant elects to pay assessments on each Lot and., after such payment, a shortage exists, Declarant may. but shall Dot be obligated to, pay such shortage. Unless Declarant otherwise notifies the Board in writing at least 60 days before the beginning of each fiscal year, Declarant shall be deemed to have elected to connnue p3YJng on thesame basis as dunng the immediately preceding fiscal year (Ill) SubsldIes/"I" Kmd" ContnbUtion The Association IS specifically authonzed to enter Into subsidy contracts or contracts for "in kmd" contnbutlon of services, matenals, or a combmanon of services and matenals WIth Declarant or other entities for payment of Common Expenses Declarant's payment of assessments may be reduced or abated by the

agreed value of any such services or materials provided by Declarant, in accordance with any such contract or agreement With the Assocrenon.

Lien for Assessments

Subject to any lumtanons imposed by Anzona law, all assessments and other charges of

the Association authonzed In tlns Article or elsewhere in tlns Declaration shall constitute a hen against the Lot agamst which they are levied from the tune such assessments or charges become due unnl paid The lien shall also secure payment of interest (subject to the lumtalions of Anzona law), late charges (as limited hy the Act), and costs of collection (mcludmg attorneys' fees, lien fees and admlDlstralIve costs) Such lien shail be supenor to all other liens, except any hen of the Council, the lien or charge of any Recorded first Mortgage (meaning any Recorded Mortgage WIth first pnonty over other Mortgages) made in good fiuth and for value, and those hens deemed by Arizona law to be supenor The lien created by tins ArtIcle shall have prionty over any hen for assessments asserted by any other CODlIDUDlty or property owners association, including, Without hmrtauon, any Neighborhood Assocranon, The Association may enforce such hen, when any assessment or other charge is dehnquent, by SUIt, judgment, and foreclosure; provided, If enforcement proceedings are not instituted wtthm three years after the full amount of

the assessment or other charge becomes due, the hen (but not the personal oblIgation of the subject Owner) sball be deemed exunguished,

The Association may assign Its ben nghts to third parties, mcludmg service providers as described in Section 7 8 The Association may bid for the Lot at the foreclosure sale and acquire, hold, lease, mortgage, and convey the Lot 'Wlnle a Lot IS owned by the ASSOCIation following foreclosure. (a) no nght to vole shall be exercised on Its behalf, (b) no assessment shall be levied on It; and (c) each other Lot shall be charged. In addition to its usual assessment, ItS pro rata share of the assessment that would have been charged such Lot had It not been acquired by the Assocraucn, The Association may sue for unpaid assessments and other charges authorized hereunder WIthout foreclosing or WaIvwg the hen secunng the same Sale or transfer of any Lot shall not affect the assessment hen or reheve such Lot from the hen for any subsequent assessments However, sale or transfer of any Lot pursuant to foreclosure of the first Mortgage shall extinguish the lien as to any mstallments of such

assessments due pnor to the foreclosure The subsequent Owner to the foreclosed Lot shall not be personally liable for assessments on such Lot due pnor to such acquisition of title Such unpaid assessments shall be deemed to be Common Expenses collectible from Owners of all

Lots subject to assessment under Section 8 6, including such acquirer, Its successorsand assigns

LimitatIOn on Increases of Assessments

Notwithstanding any provtsion to the contrary, and except for assessment increases necessary for emergency sttuatrons, the Board may not impose a Base Assessment or Neighborhood Assessment that IS more than 20% greater than such assessments for the

unmedtately precedmg fiscal year without the approval of a majority of the Class"A" Members subject to the applicable assessment Approval may be indicated by vote orwntten consent

An emergency situation IS anyone of the following (a)

an extraordinary expense reqwred by an order of a court,

(b) an extracrdmary expense necessary to repair or rnamtain Anthem Parkside or any part of them for winch the Association 15 responsible where a threat to personal safety on Anthem Parkside IS discovered, or (c)

an extraordinary expense necessary to repair or maintain Anthem Parkside or any 15 responsible which could not have been reasonably foreseen by the Board m preparmg and drstnbuung the pro forma budget pursuant to Section 8 I. However. pnor to the imposition or collection of such an assessment, the Board shall pass a

part of them for which the Association

resolution contammg wntten findmgs as to the necessity of the extraordinary expense involved and why the expense was not or could not have been reasonably foreseen m the budgeting process Notice of such resolution shall be provided to the Members along WIth the notice of suchassessment The Association's capital expenditures for any fiscal year. other than for repair or replacement, may not exceed 20% of the budgeted Common Expenses for the current fiscal year WIthout the approval of a majonty of the Class "A" Members Approval may be mdicated by vote orwnttenconsent. 8 10

Exempt PropertY

The followmg property shall be exempt from payment of Base Assessments, Neighborhood Assessments. and Special Assessments(a)

all Common Area and such porlIons of the Area of Common Responsibihty winch

are notLots. (b)

property owned or maintained by the Council and any other property not subject

to this Declaration, (c) utrhty, and

any property dedicated to and accepted by any governmental authonty or public

(d} property owned by any Neighborhood ASSOCiatIon for the common use and enjoyment of ItS members, or owned by the members of a Neighborhood Association as tenantsin-common

In addition, both Declarant and the AsSOCIatIon shall have the nght, but not the obhgatron, to grant exemptions to certain Persons qualifying for tax exempt status under

Section SOl(c) of the Internal Revenue Code so long as such Persons own property subject to tins Declarationfor purposes listed In Section SOl(c) 8 11

AssIgnment of Rights and Authority to the CounCIl

In an effort to mnumize admmistrauve costs and create an efficient assessment collection process, and subject to the lumted revocation nghts set forth below. the Association hereby assigns to the Council all of Its nghts and authonty to invoice and collect assessments provided for In tins Article VIII As such, the Association shall provide the Council with notice of all assessments levied witlnn the same tune penod as required for nonce to Owners Such assignmentsball Include all collection and enforcement nghts, includinglien nghts, but sball not Include the right to prepare and approve the Assocranon's budget Pursuant to such assignment, the Council shall collect all assessments on behalfof the AsSOCIatIon and shall allocate collected funds between Conned Expenses and AsSOCIatIon Common Expenses Funds allocable to Association Common Expenses shall be chsbursed to the Association by the Council subject to any contrary agreements between the Council and the Association pertaining to the use of such funds

TheAssociation's assignment of mvoice and collectionnghts and authonty to the Council may be revoked, In whole or In part, only with the pnor wntten consent of the Council, and, for so long as Declarant owns any property descnbed on Exhibits "A" or "B," Declarant Following any partial or complete revocation, such nghts and authonty may be reassigned, m the Association's discretion, m any succeeding fiscal year Unless otberwsse specIlied by the Council, payments received sball be applied, as between Council Expenses and AsSOCIatIon Common Expenses, to the oldest outstanding balance If no outstanding balance exists as between either Council Expenses or Common Expenses, fonds sball be applied first to Council Expenses In no event shall the Council be reqwred to allocate assessments received In a manner specifically requested by an Owner or the Association Article IX 9I

Expensroa of the Community ExpanSIon by Declarant

Declarant may from tune to tune subject to the provisions of this Declaration all or any portion of the property descnbed In Exhibit "B'' by Recording a Supplemental Declaration descnbmg the addmonal property to be subjected A Supplemental Declaration Recorded pursuant to tlus Section shall not require the consent of any Person except the owner of such property, If other than Declarant Declarant's nght to expand the community pursuant to this Section shall expire when all property descnbed In Exhibit "B" has been subjected to this Declaration or 40 years after this Declaration IS Recorded. whichever IS earlier Declarant may transfer or assign this nght to any Person who IS the developer of at least a portion of the real property descnbed m Exhrbtts "A" or

"B n Any such transfer shall be memonahzed Declarant

a written, Recorded instrument executed by

Declarant reserves the nght, but not the obhganon, to annex additional property not descnbed m Bxhibits "A" or "B" to the extent not prolnbited under the Act Nothmg in tins Declaration shall be construed to require Declarant or any successor to subject additional property to this Declaration or to develop any of the property descnbed in Exhibit "B" in any manner whatsoever 92

ExpanSIon by the Association,

The Association also may subject additional property to the provisions of this Declaration by Recording a Supplemental Declaration descnbmg the additional property. Any such Supplemental Declaranon shall require the affirmative vote of Members representing 67% of the Class 1IA" votes In the Association present In person or by proxy at a meetmg duly called for such purpose, and the consent of the owner of the property In addruon, so long as Declarant owns property subject to this Declaration or which may become subject to tlus Declaration In accordance With Section 9 I, Declarant's consent IS required, Any such Supplemental Declaration shall be Signed by the President and Secretary of the AsSOCIatiOn, by the owner of the property and by Declarant, if Declarant's consent IS required, 93

AddItIonal Covenants and Easements

Declarant may subject by Supplemental Declaration any portion of Anthem Parkstde to additional covenants and easements, including covenants obhgatmg the AsSOCIatIon to maintain and msure such property and authonzmg the AsSOCIatIon to recover its costs through

Neighborhood Assessments If the property IS owned by someone other than Declarant, then the consent of tile Owner(s) shall be necessary and shall be evidenced by their execution of the Supplemental Declaration. Any such Supplemental Declaration may supplement, create exceptions to, or otherwise modify the terms of this Declaratton as It applies to the subject property In order to reflect the cb.fferent character and Intended use of such property 94

Effect ofFllmg Supplemental Declaranon

Any Supplemental Declaration Recorded pursuant to this Article shall be effective upon Recording unless otherwise specified m such Supplemental Declaration On the effective date of the Supplemental Declaration, all Lots made subject to this Declaration, whether mmally descnbed m Exhibit "A" or annexed pursuant to a Supplemental Declaration, shall have equal vcnng nghts and an equal, pro rata share of habihty for Base Assessments Article X 10 I

Additional Rights Reserved to Declarant Withdrawal of PropertY

Declarant reserves the nght to amend this Declaration so long as it has a nght urulaterally to annex additional property pursuant to this Article, without prior notice andWithout the consent

of any Person, for the purpose of removing property then owned by Declarant, Its affihates, or

theAsSOcIatIOn from the coverage of thisDeclaration, to the extent ongmally Included In error or as a result of any changes m Declarant's plans for Anthem Parkside, If the property so removed 15 owned by the Assocratron, the Association shall convey such property to Declarant upon the request of Declarant Notwtthstandmg the above, any WIthdrawal resulting from changes m Declarant's plans for development of Anthem Parkstde shall not matenally adversely affect the overall, uniform scheme of development for Anthem Parkside 10 2

Markebng and Sales AchVlhes

Notwithstanding any provision In this Declaration, mcludmg Exhrbtt "C," to the contrary, Declarant and Builders mayconstruct and maintain upon portions of the Common Area and other property owned by Declarant or the BUilder such facilrtres, acuvmes, and. things as. In the sale opinion ofDeclarant, may be reasonably required, convement, or incidental to the construction or sale of Lots Such permitted facihues, activities, and thmgs sball mclude, WIthout hmitation, business offices, SIgns, flags (whether hung from flag poles or attached to a structure), model Lots, sales offices, holding or sponsonng special events, and extenor hghtmg features or displays In addition, If reasonably required, convement, or incidental to constructlon or sales

acuvrties, Declarant and Bwlders may park vehicles In areas other than garages or dnveways, mcludmg on streets Declarant and Bwlders shall have easements for access to and use of such facrhties at no charge approval. 10.3

BUIlder's nghts under thts Section 102 are subject to Declarant's

Right To Develop

Declarant and Its employees, agents. and designees shall have a nght of access and use and aneasement overand upon all of the Common Area for thepurpose ofmalang, constructing, and mstallmg such unprovements to the Common Area and to theproperty descnbed on Exhibit "B'' as It deems appropnate In Its sale discrenon, Each Person acquiring an mterest m Anthem Parksrde acknowledges that Anthem Parkside IS a master planned community, the development ofwluch IS likely to extend overmany years. and agrees not to protest, challenge. or otherwise object to (a) changes In uses or density of property outside the Neighborhood in which such Person holds an interest, or (b) changes m the Master Plans as It relates to property outside the Neighborhood in which such Person holds an interest,

104.

RIght To Designate Sites for Governmental and PublIc Interests

For so long as Declarant owns any property described m Exhibits "A" or "B," Declarant may designate Sites within Anthem Parkside for government, education, or religious activities and mterests, mcludmg WIthout hrmtanon, fire, police, and unhty facilities, schools and educatronal facrhnes, houses of worship, parks, and other pubhc facilrnes Subject to the approval requirements set forth In Sections 15 5 and 184, the Sites may include Common Area. In which case the ASSOCIatIon shall take whatever action IS requtred With respect to such site to penrut such use, mcludmg dedication or conveyance of the Site, if so directed by Declarant

105

RIght To Approve Addlllonal Covenanl,\

No Person shall Record any declaration of covenants, condmons, and restrictions, or declaration of condorrumum. or similar instrument affecnng any portion of Anthem Parkside without Declarant's review and written consent Any Instrument Recorded WIthout such consent shall be VOid and of no force and effect unless subsequently approvedby written consent signed by Declarant and Recorded 106

RIght To Transferor ASSIgn Declarant RIghts

Any or all ofthe special rights and obligations ofDeclarant set forth in tIns Declarationor the By-Laws maybe transferred U1 whole or In part to other Persons, provided, the transfer shall not reduce an obhganon nor enlarge a right beyond that which Declarant has under thts Declaration or the By-Laws No such transfer or assignment shallbe effective unless It 15 in a written, Recorded instrument SIgned by Declarant The foregomg sentence shall not preclude Declarant from permitting other Persons to exercise, on a one time or lumted basis, any nght reserved to Declarant 10 tIns Declarationwhere Declarant does not mtendto transfer such nght 10 Its entirety, and in such case It shall not be necessary to Record any wntten assignment unless necessary to evidence Declarant's consent to such exercise 10 7

Easement to Inspect and RJght to Correct

Declarant reserves for Itself and others rt may designate the nght, but not the obligation, to inspect, monitor, test, redesign, and correct any structure, Improvement, or condition which may exist on any portion of Anthem Parkside, including Lots. and a perpetual non-exclusive easement of access throughout Anthem Parkside to the extent reasonably necessary to exercise such right, Except lD an emergency, entry onto a Lot shall be only after reasonable nonce to the Owner and no entry into a dwelling shall be permitted WIthout the consent of the Owner The Person exercising tlus easement shall promptly repair, at suchPerson's own expense, any damage resulting from suchexercise 108

RJght to Nonce of Desrgn or Construcnon Claims

No Person shall retain an expert for the purpose ofmspectmg the design or construction of any structures or improvements within Anthem Parkside in connection with or in anticipation of any potential or pending cl3JII1, demand, or htigation involving such design or construction unless Declarant and any BUIlder involved m the design or construction have been first nonfied In wntmg and given an opportunity to meet WIth the Owner to dISCUSS the Owner's concerns and conduct their own inspection, 109

ExclUSive RIghts To Use Name of Development

No Person shall use the name "Anthem Parksrde" or any denvative of such name m any pnnted or promotional matenal WIthOUt Declarant's poor wntten consent However, Owners may use the name "Anthem Parkside" m pnnted or prornottonal matter where such term IS used solely to specify that particular property IS located within Anthem Parksrde and the ASSOCiatIon shall be entitled to use the words "Anthem Parkside" m its name 38

10.10 Del Webb Marks Any use by the Association of names, marks, or symbols of Del Webb Corporation or any of Its affiliates (ccllecnvely "Del Webb Marks") sball more to the benefit of Del Webb Corporation and shall be subject to Del Webb Corporation's penodic review for qnahty control. The Association shall enter mto license agreements WIth Del Webb Corporation, terminable WIth or WIthout cause and m a form specified by Del Webb Corporation in Its sole discretion, WIth respect to permissive use of certain Del Webb Marks The Association shall not use any Del Webb Mark Without Del Webb Corporation's pnorwntten consent 10 11. TermmatIon of RIghts The rights contained m this Article shall terminate npon the earlier of (a) 40 years from the date this Declaration IS Recorded, or (b) Declarant's Recording of a wntten statement that all sales activity has ceased. Thereafter, Declarant may continue to use the Common Areas for the purposes stated 111 this Article only pursuant to a rental or lease agreement between Declarant and the Associenon which provides for rental payments based on the fair market rental value of any such portion of the Common Areas This Article shall not be amended without the written consent of Declarant so long as Declarant owns anyproperty descnbed in Exhibits nAil or "B,"

ArtIcle XI 11 1

Easements Easements In Common Area.

Declarant grants to each Owner a non-exclusive nght and easement of use, access, and enjoyment m and to the Common Area, subject to (a)

the Governmg Documents and any other applicable covenants (including, but not

lmnted to, that certain Deed of Conservatlon Easement Between Del Webb's Coventry Homes. Inc and Del E Webb Land Conservancy, Recorded on February 16, 1996 as Document Number 96-0105850, as It may be amended),

(b)

any restnctrons or hnutations contained m any deed conveying such property to

the Associanon; (c)

the authonty and nghts of the Council as set forth m tins Declaration and the

Commumty Covenant, (d)

the Board's nght to

(1) adopt rules regulating the use and enjoyment of the Common Area, mcludmg rules hrrutmg the nwnber of guests who may use the Common Area,

(11)

suspend the nghtof anOwner to use facrhties within the Common Area'

(A)

for any penad dunng winch any charge against such Owner's Lot

remains delinquent, and

for a pencd not to exceed 30 days for a single VIolation or for a longer penod In the case of any continumg violation, of the Governing Documents after notice and a heanng pursuant to the By-Laws, (B)

(ill) dedicate or transfer all or any part of the Common Area, subject to such approval requirements as may be set forth in this Declaration, ,

(IV)

penmt use by Persons other than Owners, the" families, lessees, and

guests.

(V) mortgage,pledge, or hypothecate any or all of its real or personal property as secunty for money borrowed or debts mcurred, subject to the approval requirements set forth In Sections 15 5 and 18 4, and (VI)

create, enter into agreements WIth, and grant easements to tax-exempt

orgamzanons (e)

the nghts of certam Owners to the exclusive use of those portions of the Common

Area designated "Lirmted Common Areas." as described m Article Xll.

Any Owner may extend his or her nght of use and enjoyment to the members of lus or her family, lessees, SOCIal invitees, and occupants of lus or her Lot, as applicable, subject to reasonable regulation by the Board An Owner who leases Ins or her Lot In Its entirety shall be deemed to have assignedall such ngbts to the lessee ofsuchLot for the penad of the lease. 11 2.

Easements of Encroachment

Declarant grants reciprocal appurtenant easements of encroachment, and for maintenance and use of any permitted encroachment, between each Lot and any adjacent Common Area and between adjacent Lots due to the unmtennonal placement or settling or slufting of the unprovements constructed, reconstructed., or altered thereon (m accordance with the terms of these restrictions) to a distance of not more than three feet. as measured from any pomt on the corrunon boundary along a line perpendicular to such boundary However, 1D no event shall an easement for encroachment exist If such encroachment occurred due to WIllful and knowmg conduct on the part of or with the knowledge and consent of, the Person claiming the benefit of such easement

11 3

Easements for UtIlIties, Etc

(a) installation and Mamtenance Declarant reserves for Itself, So long as Declarant owns any property descnbed In Exhtbtt liN' or "B" of this Declaration, and grants to the Association, the Council, and all utility providers designated by Declarant, perpetual non-

exclusive easements throughout all of Anthem Parksrde (but not through a structure) to the extent reasonably necessary for the purpose of mstallmg unlines and mfrastructure to serve Anthem Parkside and other portions of Anthem, cable and other systems for sendmg and receiving data and/or other electronic signals, secunty and similar systems, walkways, pathways and trails, drainage systems, street hghts, and signage on property which Declarant owns or wrthm public nghts-of-

(1)

wayor easements reserved for such purpose on Recorded plats, (n] inspecting, mamtauung, repairing and replacmg the utilines, infrastructure and other unprovements descnbed m Section II 3(a)(1), and

(in)

access to read utihty meters

Notwithstanding the above, Declarant reserves the nght to deny access to any u1Ihty or service provider, to the extent permitted by law, or to condrnon such access on the payment of reasonable consideration

(b) Specrn.c Easements Declarant also reserves for itself the non-exclusive right and power to grant and Record such specific easements as may be necessary, In the sole discretion of Declarant, In connection with the orderly development of anyproperty described In Exhibits lOA" and liB" The locanon of any sucheasement shallbe subject to the wntten consent of the Owner of the burdened property, which approval shall not unreasonably be WIthheld, delayed, or

condmoned, (c)

Mlmmal Interference. All work associated WIth the exercise of the easements

descnbed m subsections (a) and (b) of tills Section shall be performed m such a manner as to

rrururruze interference With the use and enjoyment of the burdened property Upon completion of the work, the Person exercising the easement shall restore the property. to the extent reasonably possible, to Its condition pnor to the commencement of the work The exercise of these easements shall not extend to pertmttmg entry mto the structures on any Lot, nor shall It unreasonably interfere WIth the use of any Lot and, except In an emergency. entry onto any Lot shall be made onlyafter reasonable notice to the Owner or occupant of the Lot II 4

Easements To Serve Addlbonal Property

Declarant hereby reserves for Itself and Its duly authorized agents, successors, assigns, and mortgagees, an easement Over the Common Area for the purposes of enjoyment, use. access, and development of the property descnbed. m Exlubrt "B:' whether or not such property IS made subject to tlus Declaration, This easement includes, but IS not hnuted to, a nght of ingress and egress overthe Common Area for construction of roads and for connecting and installmg utilmes on such property Declarant agrees that It and Its successors or assigns shall be responsible for any damage caused to the Common Area as a result of vehicular traffic connected WIth development of such property Declarant further agrees that If the easement 15 exercised for permanent access to such

property and such property or any portion tllereof benefitmg from such easement is not made subj eet to tlus Declaration, Declarant, Its successors or assigns shall enter into a reasonable agreement With the Association to share the cost of any mamtenance wh.1ch the Associanon provides to oralong any roadway providing access to such Property 11 5

Easements for Mamtenance. Emergency, and Enforcement.

Declarant grants to the AsSOCIatIOn and the Council easements over Anthem Parkside as necessary to fulfill the maintenance responsrbihtres descnbed m Section 7 2 Such easements shall include the nght, but not the obligation, to enter upon any Lot for emergency, security, and safety reasons, to perform mamtenance and to inspect for the purpose of ensuring compliance WIth and enforcing the Governing Documents Such nght may be exercised by the duly authonzed agents and assignees of the AsSOCIatIon and the COunCIl., and all emergency personnel in the performance of their dunes Except in an emergency situation, entry shall be only dunng

reasonable hours and after nonce to theOwner Declarant grants to the Associanon and the Council, an easement and the right to enter a Lot to abate or remove, using such measures as may be reasonably necessary, anystructure, thing or condition which VIolates the Govermng Documents All costs incurred, including reasonable attorney fees, shall be assessed against theViolator as aBenefited. Assessment 11 6

Easements for Lake and Pond Mamtenance and Flood Water

Declarant reserves far Itself, the Association, the Council, and their successors. assigns, and designees. the non-exclusive nght and easement, but not the obhganon, to enter upon bodies of water and wetlands located within the Area of Common Responsabihty to (a) install, operate, mamtam, and replace pumps to supply irrigation water to the Area of Common Responsibility; (b) construct, maintain, and repair structures and equipment used for retaining water; and (c) maintain such areas in a manner consistent WIth the Community-Wide Standard- Declarant, the Assocranon, the Council, and the successors. assigns and designees of each shall have an access easement over and across any of Anthem Parkside abuttIng or containing bodies of water

to the extent reasonably necessary to exercise thenghts under this Section.

Declarant further reserves for Itself, the Assocranon, the Council, and their successots, assigns and designees, a perpetual, non-exclusive nght and easement ofaccess and encroachment over the Common Area and Lots (but not the dwellings thereon) adjacent to or winun 100 feet of bodies of water within Anthem Parksrde, In order to (a) temporanly flood and back water upon and mamtam water oversuch portions of Anthem Parksrde, (b) alter m anymanner and generally maintain the bodies of waler withm the Area of Common Responstbihty, and (c) mamtain and landscape the slopes and banks pertainmg to such areas All Persons entitled to exercise these easements shall use reasonable care In and repair any damage resulting from the mten1J.onal exercise of such easements Nothing herem shall be construed to make Declarant or any other Person liable for damage resultmg from floodmg due to heavy ramfall or other natural occurrences

11 7

Easements for Cross-Dramage

Every Lot and the Common Area shall be burdened with easements for natural drainage of storm water runoff from other portions of Anthem Parkside, provided, no Person sball alter the natural drainage on any Lot to Increase matenally the drainage of storm water onto adjacent portions of Anthem Parkside without the consent of the Owner(s) of the affected property, the Board, and Declarant as long as It owns any property descnbed. in Exhibits "A" or IIB" to the

Declaration, II 8

RIghts to Stonnwater Runoff, Emuen!, and Water Reclamation.

Declarant hereby reserves for Itself and Its designees all rights to ground water, surface

water, storm water runoff and effluent located or produced withm Anthem Parksrde, and each Owner agrees, by acceptance of a deed to a Lot, that Declarant shall retain all such nghts Such nghts shall include the reservation of an easement over Anthem Parkstde for access, and for installation and mamtenance of facihnes and equipment to capture and transport such water, runoff, and effluent This Section may not be amended WIthout the consent ofDeclarant and the

nghts created. in tlus Section shall SUI"VIve termmanon oftlus Declaration, Article XII 12 I

Limited Common Areas PU!]ose

Certain portIons of the Common Area may be designated as Lmuted Common Area and reserved for the exclusrve use or pnmary benefit of Owners and occupants within a particular Neighborhood or Neighborhoods By way of illustration and not !mutatIon, Lumted Common

Areas may include entry features, recreational facrlmes, landscaped. medians and cul-de-sacs, lakes, and other portions of the Common Area wrtlun a particular Neighborhood or Neighborhoods. All costs associated With maintenance, repair, replacement, and insurance of an Limited Common Area shall be a Neighborhood Expense allocated among the Owners Neighborhoodfs) to wluch the Limited Common Areas are assigned

122

the

Deslgnatlon

Inmally, any Limited Common Area shall be designated as such in the deed conveying such area to the AsSOCiatIOn or on the subdivision plat relating to such Common Area, provided, however, any such assignment shall not preclude Declarant from later assigning use of the same Lmuted Common Area to addmonal Lots andlor Neighborhoods, so long as Declarant has a ngbt to subject additional property to tills Declaration pursuant to Section 9 I

Thereafter, a portion of the Common Area may be assigned as Limited Conunon Area and Limited Common Area may be reassigned upon approval of the Board and the vote of Class "A" Members representing a majority of the total votes in the Association, including a mejonty of the votes withm the Nerghborhoodls) affected by the proposed assignment or reassignment. A!i long as Declarant owns any property subject to tlus Declaration or which may become subject to this Declaration In accordance With Section 9 I, any such assignment or reassignment shall also require Declarant's wntten consent 43

12 3

Use by Others

The Association may. upon approval of a maJonty of the Owners of Lots In the Neighborhocdts) or board of directors of the Neighborhood Association for the Neighborhccd/s) to wluch any Limited Common Area IS assigned, pemut Owners of Lots m other Neighborhoods to use all or a portion of such L1ID1ted Common Area upon payment of reasonable user fees, winch fees shall be used to offset the Neighborhood Expenses atlnbutable to such Limited Common Area.

ArtIcle XIll Party Walls and Other Shared Structures 13 I

General Rules of Law to Apply.

Each wall, fence, dnveway, or similar structure builtas a part of the ongmal construction on a Lot, other than a perimeter wall or fence as provided m Section 5 1. which serves and/or separates any two adjommg Lots shall constitute a party structure To the extent not Inconsistent WIth the provisions oftlus Section, the general rules oflaw regarding party walls and habihty for property damage due to negligence orwillful acts or ODllSSIOns shall apply thereto 13 2. Mamtenance: Damage and Destructton The cost of reasonable reparr and maintenance of a party structure shall be shared equally by the Owners who make use of the party structure If a party structure IS destroyed or damaged by fire or other casualty, then to the extent that such damage IS not covered by insurance and 15 not repaired out of the proceeds of Insurance, any Owner who has used the structure may restore It If other Owners thereafter use the structure. they shall contribute to the restoration cost 1Il equal proportions However, such contribution will not prejudice the nght to call for a larger contnbunon from the other users under any rule of law regardmg Iiahrhty for neghgent or WIllful acts or OmISSiOns Article XIV

14 1

Dispute Resolution and Limitation on Litigation

Prerequisites to ActIons Against Declanmt

Pnor to filmg a CIVIl action, undertaking any action In accordance with Section 144, or retammg an expert for such actions agamst Declarant, or any budder or sub-contractor of any portion of Anthem Parkside, the Board shall notify and meet With the Members to dISCUSS the

alleged problem or deficiency Moreover, pnor to talang any action, the Board shall notify the potential adverse party of the alleged problem or deficiency and provide such party a reasonable opportunIty to Inspect and repair theproblem 142

ImtIatIon ofLloganon by AssocIaoon

In addition to compliance wtth the foregoing alternative dispute resolution procedures, If applicable, the Association shall not imtiare any judicial or adrrurnstratrve proceeding unless first

approved by a vote of Members entitled to cast 75% of the total Class .. A" votes in the Association, except that no such approval shall be required for actions or proceedings (a)

mitrated during the Class "B" Control Penod,

(b)

imtiated to enforce the provisions of t1us Declaration, including collection of

assessments and foreclosure of hens, mmated to challenge ad valorem taxation orcondemnation proceedings,

(c)

(d) unnated against any contractor, vendor, or suppher of goods or services ansmg out of a contract for services or supplies, or to defend claims filed agamst the Associenon or to assert counterclaims in

(e)

proceedings msntuted against It This Section shall not be amended unless such amendment

approved by the same percentage

of votes necessary to institute proceedmgs Alternatwe Method for ResolVlng Dimutes

143

Declarant, the Association and Its officers, directors, and COIIlID.Ittee members, aU Persons subject to tlus Declaration, and any Person not otherwise subject to tlus Declaration who agrees to submit to this Article (collecuvely, "Bound Parties") agree to encourage the amicable resolution of disputes mvolvmg Anthem Parkside, without the emotional and financial costs of litigation Accordingly, each Bound Party covenants and agrees that those claims, gnevances or disputes described in Sections 144 ("Clauns") shall be resolved using the procedures set forth m Section 145m lieu offilmg suit m aoy court 144

Claws

& used m tins Article, the tenn "Claim" shall refer to any chum, gnevance, or dispute ansmg out of or relating to

(1)

the

(n)

the nghts, obligations, aod duties of aoy Bound Party under the Goverrung

mterpretation, apphcation, or enforcement of the Goverrung

Documents. Documents, or (m) the design or construction ofunprovements within Anthem Parkside, other than matters of aesthetic judgment under Article N, which shall not be subject to review Notwithstandmg the above, the following shall not be considered "Claims" unless all parties to the matter otherwise agree to submit the matter to the procedures set forth In Secnon 145

(1) any suit by the ASSOCIation or the Council to collect assessments or other amounts due from any Owner,

(u) any suit by the Association to obtam equitable relief (e g. temporary restraining order, injunction, or specific performance) and such ancillary relief as the court may deem necessary in order to maintain the status quo and preserve the Association's ability to enforce the provisions of Articles Ill, N, and V of this Declaration (relating to creation and maintenance ofcommumty standards), any swt between Owners, winch does not include Declarant or the Association as a party. If such suit asserts a cause of action Independent of the Governing Documents, (111)

(IV)

any suit III winch any indispensable party IS not a Bound Party; and

(V) any SUIt as to winch any applicable slatute of hmrtaticns would expire within 180 days of grvmg the Notice required by Section l45(a), unless the party or parties against whom the Claim IS made agree to toll the statute of hnutanons as to such Claim for such penodas mayreasonably be necessary to comply With thrs Article 14 5

Mandatory Procedures

(a) NotIce The Bound Party asserting a Chum ("Chumant") agOU1St another Bound Party ("Respondent") shall glve wntten notice to each Respondent and to the Board, stating plainly and concisely (I) role III the Claim,

the nature of the Claim, including the Persons involved and Respondent's

(II)

the legal basis of the Claim (, e , the specific authonty out of winch the

(m)

Claimant's proposed resolution Or remedy, and

Claun anses),

(IV) resolve the Claun

that Clarmant WIll meet WIth Respondent to dISCUSS good faith ways to

NegotIatIon and MediatIon The Claimant and Respondent shall make every reasonable effort to meet in person and confer for the purpose of resolvmg the Claim by good faith negotianon If requested In wntmg, accomparued by a copy of the Notice, the Board may appoint a representative to assist the parties In negotiating a resolution of the Claun (b)

If the parties do not resolve the Clarm through negonanon wtthm 30 days of the date of the notice descnbed above (or within such other penod as the parties may agree upon), Claimant shall have 30 additional days to submit the Claim to mediation WIth an enttty designated by the

Association (lithe Assocrauon IS nota party to the Claim) orto an mdependent agency providing dispute resolution services m theMancopa County, Arizona area. If Claunant does not submit the Claim to mediation within such tune, or does not appear for mediation when scheduled, Claimant shall be deemed to have waived the Claim, and Respondent shall be released and discharged from any and all halnhty to Claimant (but not third parties) on account ofsuch Claim Any settlement of the Chum through mediation shall be documented in writing by the mediator and Signed by the parties If the parties do not settle the Claim withm 30 days after submisston of the matter to the mehanon, or witam such rime as determmed reasonable by the mediator, the mediator shall Issue a nonce of termination of the medration proceedings mdicatmg that the parties are at an impasse and the date that mediation was termmated. (c) Allocanon of Costs of Resolvmg Clauns Each party shall bear its own costs, mcludmg attorneys fees, and each party shall share equally all charges rendered by the medlator(s) 146

Enforcement ofResolunon

After resolunon of any Claim, If any party fails to abide by the terms of any settlement, then anyother party may file swt enforce such settlement WIthout the needto again comply WIth the procedures set forth In Section 14 5 In such event. the party talang action to enforce the settlement shall be entztled to recover from the non-complymg party (or If more than one noncomplying party, from all such parties lD equal portions) all costs incurred m enforcing such settlement, mcludmg, WIthout hmitanon, attorneys' fees and court costs 147

Attorneys' Fees

In the event of an action instituted to enforce any of the provisions contamed in the Governing Documents, the party prevailing m such action shall be entitled to recover from the other party thereto as part of the Judgment, reasonable attorneys' fees and costs, including admunstratrve and hen fees. of such SUIt In the event the AsSOCIatIon or Council IS a prevailing party In such action, the amount ofsuch attorneys' fees and costs shall be a Benefited Assessment With respect to the Lot(s) involved m the action,

AI1J.cle XV

Mortgagee Provisions

The following provisions are for the benefit of holders, insurers, and guarantors of first Mortgages on Lots The provisions of tlua Article apply to both tlus Declaration and to the ByLaws, notwrthstandmg any other prOVISIOns containedtherein. 15 I

Notices of Action

An mstituttonal holder, insurer, or guarantor of a first Mortgage wluch provides a wntten request to the ASSOCIatIon (such request to state the name and address of such holder, msurer, or

guarantor and the street address of the Lot to which Its Mortgage relates, thereby becoming an "Eligible Holder"), WIll be entitled to timely wntten notice of (a) Any condemnation loss or any casualty loss whtch affects a matenal portion of Anthem Parkside or which affects any Lot on which there is a first Mortgage held, insured, or guaranteedby such Ehgible Holder; Any delmquency in the payment of assessments or charges owed by a Lot subject to the Mortgage of such Eligible Holder, where such delinquency has contmued for a period of 60 days, or any other violation of the Governing Documents relating to such Lot or the Owner or occupant winch 15 notcured within 60 days, (b)

(d) If the U S Departmentof Housing and Urban Development is msunng or the U S. Department of Veterans Affairs IS guaranteeing the Mortgage on any Lot, matenal amendment to the Govemmg Documents or extraordinary action of the Assocranon, as defined under VA Pamphlet 26-7, or (e) Any proposed action which would require the consentof a specified percentage of Ehgrble Holders

152

No Pnontv

No provision ofthis Declaration or the By-Laws gives or shall be construed as giving any Owner or other party pnonty over any nghts of the first Mortgagee of any Lot in the case of distnbution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area 15 3

NotIce to AssocIatIon

Upon request, each Owner shall be obligated to furnish to the Association the name and addressof the holder ofany Mortgage encumbenng such Owner's Lot 154

Fallure of Mortgagee to Respond

Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be deemed to have approved such action If the Association does not receive a wntten response from the Mortgagee within 30 days of the date of the Assocranon's request, provided suchrequest 15 dehvered to the Mortgagee by certified or registered marl, return receipt requested

15 5

HUDNA Approval

Dunng the Class "B" Control Penod, the following acnons shall require the pnor approval of the U S Department of Housmg and Urban Development or the U S Department of

Veterans Affairs, tf either such agency 18 msunng or guaranteeing the Mortgage on any Lot. merger, consohdanon, or dissolution of the Assocration, annexation of additional property other than that descnbed in Exhibit "B", dedication, conveyance. or mortgagmg of Common Area, or material amendment of this Declaration The granting of easements for utilities or other similar purposes consistent WIth the intended use of the Common Area shall not be deemed a conveyance within the meaning of tlus Section If the approval of either the U S Department of Housmg and Urban Development or the U S Department of Veterans Affairs IS requested pursuant to this Section and the agency whose approval IS requested does not disapprove the action by wntten nonce to the AsSOCiatIOn, Declarant, or other Person requesting Its approval wttlnn 30 days after the delivery of the approval request to the appropnate agency, the action in question shall be deemedapproved by such agency Article XVI

Private Amenities

Access to and use of any Private Ameruty IS stnctly subject to tho rules and procedures of the owner of such Pnvate Amemty, and no Person gains any nght to enter or to use any Private Arnemty by VIrtue of memberslup In the Assocration, ownership of a Lot, or occupancy of a Dwelbng Urut All Persons, including all Owners, are hereby advised that no representations or warranties have been or are made by Declarant, the Association, any Builder, or by any Person acting on behalfof any of the foregoing, WIth regard to the connnumg ownership or operation of the Pnvate Amenities No purported representation or warranty In such regard, wntten or oral, shall he effective unless specifically sot forth m a wntlen rustrument executed by the Record owner of the PnvateAmemty Rights to use the Private Amemtles WIll be granted only to such persons, and on such terms and ccndmons, as may be detemuned by their respective owners Such owners shall have the nght, from time to tune In their sale and absolute discretion and Without notice, to amend or waive the terms and conditions of use of their respective Pnvate Amenities and to terminate use nghts altogether

Article XVII Changes in Ownership of Lois To facrhtate the Association's compliance With the Act's resale disclosure requirements, any Owner, other than Declarant, desiring to son or otherwise transfer Me to Ius or her Lot shall gIve the Board and theCOunCIl'S designee written notice at least 14 dayspnor to the pending sale or transfer The written notice shall include the name and address of the purchaser or transferee. the date of such transfer of title, and such other mformation as the Board may reasonably require to comply With the Act's notice and statement requirements The Associanon may charge the Owner a reasonable fee to pay for the costs incurred In prepanng the statement pursuant to the Act The transferor shall continue to be jointly and severally responsible With the transferee for all obltgations of the Owner of the Lot, mcludmg assessment obhganons, until the date upon which such notice IS received by the Board, nctwithstandmg the transfer of title

Article xvm Changes in Common Area

18 1

CondemnaMn

Whenever any part of the Common Area shall be taken or conveyed onder threat of condemnation by any authonty havmg the power of ennnent domain, the Board shall determme, m the exercise of Its business judgment, whether each Owner shall be entitled to notice thereof. The Board mayconveyCommon Area under threat of condemnation only if approved In writing by at least 67% of the Class "A" Members m the Association and Declarant, as long as Declarant owns anyproperty described in Exhibits "Air or "B " The award made for such taking shall be payable to the Association as trustee for all Owners tobe disbursed as follows If the takmg Involves a portion of the Common Area on which improvements have been constructed, the Association shall restore or replace such improvements on the remaining land included ill the Common Area to the extent practicable, unless, withm 60 days after such taking, Declarant, so long as Declarant owns any property descnbed. In Exhibits "A" or "B" of tins Declaration, and at least 67% of the total Class "N' Members in the Association shall otherwise agree Any such construction shall be In accordance wrth plans approved by the Board The provisions of Section 7 3 regardmg funds for the repairofdsmage or destruction shall apply. If the taIang does not involve anyimprovements on the Common Area, or tf a decision 15 made not to repair or restore, or tf net funds remam after any such restoration or replacement 1S complete, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board shall detennme

18 2

Parl:IlIon.

Except as penmtted in this Declaration, the Common Area shall remain undivided, and no Person shall bring any action partition of any portion of the Common Area without the wntten consent of all Owners and Mortgagees This Section shall not prohibit the Board from acqumng and disposmg of tangible personal property nor from acqumng and disposing ofreal property which mayor may notbe subject to tlus Declaration, 18 3

Transfer orDed1catlon of ConwO" Area.

The Association may dedicate portions of the Common Area to Mancopa County, Arizona, or to any other local, state, or federal governmental or quasr-govemmental entity, subject to such approval as may be required by Sections 15 5 and 18 4 18 4

Actions Requmng Owner Approval

If either the U S DepartmentofHousmg and UrbanDevelopmentor the U S Department of Veterans Affairs IS msunng or guaranteeing the Mortgage on any Lot, then the following actions shall requtre the pnor approval of Members representing not less than two-thirds (2/3) of the total Class "A" votes In the Assocrenon and the consent of the Class "B'' Member, If such

exists merger, consohdation, or dissolution of the Association, annexation of additional property other than that descnbed m Exhibit "B'', and dedrcatron, conveyance, or mortgagmg of Common Area. Notwrthstandmg anythmg to the contrary in Section 18 I or this Section, the Association, acting through the Board, may grant easements over the COIDlIlon Area for mstallanon and mamtemmce of cnbnes and dramage facihnes and for other purposes not inconsistent With the intended use of the Cornman Area, without the approval ofthe membership Article XIX Amendment of DeclaratIon 19 I

Correctlve Amendments

In addition to specific amendment nghts granted elsewhere in t1us Declaration, until the first Lot IS conveyed to a Class "A" Member other than a Builder, Declarant may wnlaterally amend t1us Declaration for any purpose Thereafter, Declarant, or the Board WIth consent of Declarant, may umlateraily amend t1us Declaration If such amendment IS necessary (a) to bnng any prevision mto compliance WIth any applicable governmental statute, rule, regulation, or judicial determmation, (b) to enable anyreputable title msurance company to ISSue title insurance coverage on the Lots; (c) to enable any msntunonal or governmental lender, purchaser, insurer or guarantor of mortgage loans, including, for example. the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to make, purchase. insure or guarantee mortgage loans on the LoIS, or (d) to satisfy the requirements ofany local, state or federal governmental agency However, anysuch amendment shall not adversely affect the title to any Lot unless the Owner shall consent m wntmg In addition, so long as Declarant owns property descnbed in Exhibits n A" or "B" for development as part of Anthem Parkside, It may unilaterally amend this Declaration for any other purpose, provided the amendment has no matenal adverse effect upon any right of any Owner

192

!3y Members

Except as ctherwtse specifically provided above and elsewhere m tIus Declaration, t1us Declaration maybe amended only by the affirmative vote orwnttenconsent, or anycombination thereof, of Mernbers representing 67% of the Class"A" votesm the AsSOCIatIon, and the consent of Declarant, so long Declarant owns any property subject to t1us Declaration or wluch may becomesubject to this Declaration In accordance With Section 9 1 Notwrthstandmg the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescnbed percentage of affirmative votes required for action to be taken under that clause 193

Vahdlty and Effeclive Date

No amendment may remove, revoke, or modify any nght or pnvilege of Declarant without the wntten consent of Declarant (or the assignee of such nght or privilege) Additionally, no amendment may remove, revoke, or modify any nght or pnvrlege of the Council WIthout the Council's wntten consent

Owner consents to any amendment to tlus Declaration or the By-Laws, it WI.11 be presumed conclusively that such Owner has the authonty to consent. and no contrary provision in any Mortgage or contract between the Owner and a tlurd party WIll affect the validity of such amendment [f an

Any amendmentvalidly adopted by the Association shall be certified by the President or Secretary of the Assocration, and shall become effective upon Recordmg, unless a later effective dale IS specified m the amendment, Any procedural challenge to an amendment must be made withm SIX months of lis Recordmg or such amendment shall be presumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions oftlus Declaranon, Nothing m tlus Article shall be construed to permit tennmanon of any easement created m this Declaration or Supplemental DeclaratIon WIthout the consent of the holder of such easement

194

Exlubils

Exhibits "An and "B, n attached to this Declaration are incorporated by this reference and amendment of such exhibits shall be governed by this Article Exlubn "C" IS incorporated by tlus reference and may be amended pursuant to Sections 19 I and 192, or as provided m Article ill

IN WITNESS WHEREOF, the undersigned Declarant has executed t1us Declaration the date and year first wntten above AnthemAnzona, L L C , an Anzona hrmted hahihty company By

Name

~1~_

-rh"""""

E.. • 1.&,,,-,

TItle -J.!l.=""'--'~7!'''''''=-vtCr«. (......,v),J...vf" and Manager

STATE OF ARIZONA COUNTY OF MARICOPA

) )ss )

The foregoing instrument was acknowledged before me this 14 t!day of Janua.J19~ by Thomas E. Lucas , as the manager of ANTHEM ARIZONA, L L C , an Anzona hrmted lrabtlrty company

• 'r7<uJk...

~Mack1e

Name

[N;rm.-=

;!?3l~:lM~;;;--' TItle ClAlSEAl MARILYN MACKLE Nolcuy PublIc· Sl.all 01 Anzon; MARICOPA COUNTY Mt Comm Exp Feb 2, 1999

Notary Public

My Commission Expires --"=""-'= 02-02-99

50900 I/DOCSfParks,deCCRs-I20198

EXHIBIT "A" Land Initially Snbmitted

Lots 1 through 61, inclusrve, ofANTHEMUNIT I, according to theplatofrecord In the officeof

the CountyRecorder ofMaricopaCounty, Anzona, recorded In Book476 of Maps,Page 3I, Lots 62 through 203, mclusrve, of ANTHEMUNIT 2, according to theplat of record In the office

of the County Recorder ofMancopa County, Anzona, recorded in Book477 ofMaps,Page 47, Lots 204 through 335, inclusive, of ANTHEMUNIT 3 CORRECTEDFINAL PLAT, according to the plat ofrecord in the officeof the County Recorder ofMancopa County, Arizona, recorded in

Book 484 ofMaps,Page 24, Lots 336 through 410, inclusive, of ANTHEMUNIT 4 CORRECTEDFINAL PLAT, according to the plat ofrecord m the office ofthe County Recorder of Mancopa County, Anzona, recorded in

Book 484 ofMaps,Page 25, and Lots 41I through 565, inclusive, of ANTHEM UNIT 5, according to theplat ofrecord in the office

ofthe CountyRecorder ofMaricopa County, Anzona, recorded m Book482 ofMaps,Page 05.

EXHIBIT "B" Land Subiectto Annexation

All real propertylyingand beingwithin 25 miles from any portionof any boundary lme outlmmgany and all Propertydescribed on Exhibit "A" attachedhereto

EXHIBIT

lie"

Initial Use Restrictions

(a) General AnthemParkside sball be used only for residential and related purposes. Related purposes may include, without Iumtanon, offices for any management agent or agents retamed by theAssociation and busmess offices for Declarant orthe Association consistent WIth thrsDeclaratron and any Supplemental Declaration. When used In these Use Restncllons, the phrase "VIsible from Neighboring Property" shall mean, WIth respect to any gwen object, that the object 15 or wouldbe VISIble to a SIX-foot tall person standing at ground level on any part of the neighbonng property at an elevation no greater than the elevation of the base of the object being VIewed, except where the object IS visible solely through a wrought iron fence and would not be visible If the wrought iron fence were a solid fence (b) AnImals and Pets No animals of any land, mcludmg hvestock and poultry, shall be raised, bred, or kept on any portion of Anthem Parkside, except that for each Dwelling Umt there shall be permitted a reasonable number of usual and common household pets, as determmed In the Board's drscrenon. Pets wluch are permitted to roam free, or, III the Associanon's sale discretion, endanger the health. make objectionable noise, or constitute a nuisance or mconvenience to other Owners or residents of any portion of Anthem Parksrde shall be removed upon the Board's request at the Owner's expense If the Owner fails to honor such request, the Board may cause the pet to be removed at the Owner's expense. No pets shall be kept, bred, or maintained for any commercial purpose

BUSiness Use No business ortrade shall be conducted In or from any Lot, except (c) that anOwner oroccupant resrdmg m a DweIlmg Unrt may conduct business acuvines within the Dwelling Umt so long as (1) the existence or operation of the business activity IS not apparent or detectable by SIght (mcludmg signage), sound,or smell from outside the DwellingUrut,

(11)

the business activity conforms to all zoning reqwrements for Anthem

(111) the business activity does not cause parking or other traffic problems within Anthem Parkside, as determmed in the Board's drscrenon, or Involve door-to-door solicitation of residents of Anthem Parksrde, and {rv} the business activity IS consistent WIth the resrdentral character of Anthem Parksrde and does not constitute a nuisance, or a hazardous or offensive use, or threaten the secunty or safety of other residents of Anthem Parkside, as may be detemuned In the sole discretion of the Board

The foregoing Iurutations shall not preclude occasional garage sales, moving sales. rummage sales, or sumlar actrvrties, provided that such activities may not be held on anyone Lot more than once m any three-month period and, when held, may not exceed three consecutive days m duration,

"Business and trade" shall be construed to have their ordinary, generally accepted meanmgs and shall include, WIthout lmntauon, any occupation, work, or activity undertaken on an ongomg basts which involves the provision of goods or services to Persons other than the famJly of the producer of such goods or services and for which the producer receives a fee, compensation, or other form of consIderanon, regardless of whether (a) such activity is engaged In full or part time, (b) such activity 1S mtended to or does generate a profit, or (c) a license 1S required This Section sball not apply to any activity conducted by Declarant or a Person approved by Declarant with respect to Its development and sale of Anthem Parkside or Its use of any Lots wluch It owns within Anthem Parkside, mcludmg the operallon of a timeshare or sUIU1ar program Additionally, tlus Section shall not apply to any activity conducted by the Council or the Association,

The leasing of a Dwellmg Unit shall not be considered a business or trade within the mea.nmg of tins subsection. "Leasing,II for purposes of this Declaration, IS defined as regular, exclusive occupancy of a Dwelling Urnt by any person other than. the Owner, for which the Owner receives any consrderanon orbenefit, mcludmg, but not lnmted to, a fee, service, gratwty, or emolument. Dwelling Units may be leased only in their entirety, No fraction or portion may be leased. No structure on a Lot other than the prunary residential Dwelling Unit shall be leased or otherwise occupied for resrdentral purposes. except that a casrta on a Lot, If any, may be

occupied but not mdependently leased There shall be no subleasing of Dwellmg Units or assignment of leases except With the Board's pnor wntten approvaL All leases shall be m wnllng No transient tenants may be accommodated 10 a Dwelling Unit, and all leases shall be for an rrolla! term of no less than 30 days, except (a) Wlth the pnor wntlen consent of the Board or (b) as mrtially authorized by Declarant in a Supplemental Declaration for Lots located withm certain Neighborhoods

Nonce of any lease, together With such addmonal Information as maybe required by the Board, shall be grven to the Board or Its designee by the Owner wrthm ten days of execution of the lease The Owner must make available to the lessee copies of the Govemmg Documents TheBoard may adopt reasonable rules and regulations regulating leasing and subleasing (d) WildlIfe Captunng, krllmg, or trapping wildlife IS prolubited within Anthem Parkside, except In circumstances imposmg an imrmnent threat to the safety of Persons orpets

20f7

(e) FIrearms The discharge of firearms WIthin Anthem Parkside IS probibited. The term "firearms" mcludes "B_B" guns, pellet guns, and other firearms of all types, regardless of SlZO

(I) NUlsances No Owoer sball engage in any activity wlncb materially disturbs or destroys the vegetation, wildlife, or orr quality wtthm Anthem Parksrde or which results ill unreasonablelevels ofsound or hght pollution, (g) Garages Garage doors sball remain closed at all tunes except wben entering and exiting the garage. Detached garages are prohrbited,

Extenor Llghllng Excessive extenor hghtmg on any Lot IS prolnbited. The Board m its sole discretion shall determine whether any extenor hghnng IS excessive (b)

Storage of Goods Storage (except in approved structures or containers) of funuture, fixtures, appliances, machinery, equipment, or other goods and chattels on the Common Area (exceptby the AsSOCIatIon). or, If not ill active use. any portion of a Lot wluch 15 visible from outside the Lot IS prohibited, (I)

0) Occupants Bound All provisions of the Govermog Documents and Council GovemmgDocuments shall apply to all occupants, guests. and invitees of anyLot Every Owner sball cause all occupants of Ins Or her Lot to comply with the foregoing and shall be responsible for all violations and losses to the Common Area caused by such occupants, notwithstandmg the fact !bat sucb occupantsof a Lot are also fully liable and may be sancnoned for any violation, (k)

ProhibIted Condlhons

The following condinons, structures. or activities are

prohibited on any Lot

(1) Casitas (except as initially constructed by Declarant or approved by Declarant as part of the irutial constructionof a DwellingUmt on a Lot), (11) Dogs runs and animal pens of any kmd, If sucb structures are VIsible from Neighboring Property; (m) Shacks or other structures of a temporary nature on any Lot except as may he authonzed by Declarant dunng the inmal construction of improvements within Anthem

Parksrde Temporary structures used dunng the ccnstrucuon or repair of a Dwelling Unit or other improvements shall be removed immediately after the compleucn of construction orrepair; (IV) Permanent basketball goals, basketball standards, or backboards wlncb are or would be visible from Neighboring Property, provided, portable basketball goals may be used on a Lot without pnor approval, but must be stored so as not to be VISIble from Neighbonng Property cverrnght or otherwise when not in use, (v)

Freestanding flagpoles, provided, flags may be displayed usmg a bracket

or other approved device mounted to the Dwelling Urut so long as the Size of the flag displayed

30f7

does not exceed that of a standard United States flag (as determined In the Board's discretion and as may be set forth In a Board rule), (VI)

Compost piles or containers and statues, and

(VIl)

Outside clotheslines or other outside factlrties for drying or airing clothes.

In any event, and notwithstanding the above list of prohibited conditions, as set forth In Article IV, any structure. Improvement, or thmg proposed forconstruction, erection, mstallation, or placement on a Lot requires pnor Reviewer approval unless otherwise specifically exempt under the Design Gwdelmes

(I) QuIet Emovment Nothmg sball be done or maintained on any part of a Lot which emits foul or obnoXIOUS odors outside the Lot or creates norse or other conditions which tend to disturb the peace, quiet, safety, comfort, or serenity of the occupants and invitees of other Lots No noxious, Illegal, or offensive activity shall be camed on upon any portion of Anthem Parkside, which m the Board's reasonable determmenon tends to cause embarrassment,

discomfort, annoyance. or nuisance to persons using the Common Area or to the occupants and invitees of other Lots (m) ~ No SIgn shall be erected within Anthem Parkstde, except those required by law, including posters, circulars, and billboards, provided, the following types of SIgns may be

erected on a Lot WIthout the Board's written consent (1) resrdennal idennficanon SIgns of a face area of 75 square inches or less for tdenttficatron of the occupant and Its address, In a style designated by the Design Guidelines or approved by the ARC, (11) one temporary SIgn of customary SIZe, as determined by theARC, for the purpose of advertismg the Lot for sale or rent; (m) one temporary SIgn idennfying the Person installing landscaping or a pool on the Lot, but

only during the penod that such mstallatlon IS in progress, and (IV) secunty Signs of a face area of 75 square inches or less, in a style and location designated by the Design Guidelines or approved by the ARC TIns restnction shall not apply to entry, directional, and marketing SIgns lIlSla1led by Declarant or a BUilder. The Board, Council, and Declarant shall have the nght to

erect SIgns as they, 1Il their drscrenon, deem appropnate (n)

SubdIVISIon of Lot and TlDle-Shanng No Lot shall be subdrvtded or Its boundary Imes changed except With the Board's pnor wntten approval, provided, however, Declarant, Its successors and assigns hereby expressly reserve the nght unilaterally to subdivide, change the boundsry hne of; and replat any Lot(s) that Declarant, Its successors and assigns may own.

No Lot shall be made subject to any type of trmeshanng, fractton-shanng, or sinular program whereby the nght to exclusive use of the Lot rotates among members of the program on a fixed or floatmg time schedule over a penod of years However, Declarant hereby reserves the right for Itselfand ItS assigns to operate such a program

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(0) Hohday Decoraltons Owners may display hohday decorations located or visible from outside their Dwellmg Unuts If the decorations are of the lands normally displayed m single family residential neighborhoods, are of reasonable size and scope. and do not dIsturb other Owners and residents by excessive hght or sound emission or by causing an unreasonable amount of spectator traffic Hobday decorations may be displayed in season only from

November 1 to January 31 and, dunng other tunes of the year. from one week before to one week after any nationally recogmzed hohday

(P) Antennas and SatellIte Dishes No antenna, satellite dish, or other device for the transmrssion or reception of television or ramo (mcludmg amateur or ham radios) Signals IS penmtted outside theDwelling Urut, except those devices whose installation and use 15 protected under federal law or regulaltons (generally, certain antennae under one meter lD diameter), Notwithstanding such protection, an application for such an antenna or other device must be submitted to the Architectural Review Committee for approval and approval will be granted only If (1) First, the antenna or other device 15 designed for nntumal VIsual intrusion (I e, 15 located In a manner that minumzes vrsrbrhty from the street or an adjacent Lot and IS consistent with the Commumty-WIde Standard), and

(u)

Second, the antenna or other device compbes to the maximum extent

feasible with the Design Gwdelmes within the confines of applicable federal regulations (I e , without precluding reception of a qualtty Signal or unreasonably increasing the cost of the antenna or device) The Architectural Review Committee sball consider any such application on an expedited basts (q)

Trash Contamers and Colleelton. No garbage or trash shall be placed or kept on

any Lot, except In covered containers of a type, size and style which are pre-approved by the ARC or specifically permitted under the Design Guidelmes, or as required by the applicable governing junsdicnon, Such containers sball not be VISIble from Netghbonng Property except when they are being made available for collection and thenonly for the shortest tunereasonably necessary to effectsuch collection All rubbish, trash, or garbage shallbe removed from the Lots

and shall not be allowed to accumulate thereon mamtamed on any Lot

No outdoor mcmerators shall be kept or

(r) Pool Equipment. All pool eqwpment stored on any Lot shall be screened so as to be neither Visible from Neighbonng Property nor able to be seen through any wrought Iron

fence (S) Unsightly or Unkempt CondItions All portions of a Lot outside enclosed structures shall be kept m a clean and ndy condmon at all nmes No rubbish or debns of any kind shall be placed or perrmtted to accwnulate upon or adjacent to any Lot so as to render any such property or any portion thereof, or activity thereon, unsarutary, unsightly, offensrve or detnmental to any other portion of Anthem Parkside

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WoodpIles or other material shall be stored in a manner so as not to be visible from Neighboring Property and not to be attractive to rodents, snakes, and other animals and to mmmnze the potential danger from fires No nuisance shall be pemntted to exist oroperate upon any Lot so as to be offensive or detrimental to any other portion of Anthem Parkside, No acnvmes shall be conducted upon or adjacent to any Lot or within unprovements constructed thereonwhich are or might be unsafe or hazardous to any Person or property No open fires shall be hghted or permitted on Anthem Parkside, except in a contamed outdoor fireplace or barbecue umt while attended and in use for cooking purposes or within a safe and well designed mtenor fireplace (t) Landscaping Pursuant to Section 4 3 of the Declaration, mitial Iandscaping shall be installed, as approved, m the front and SIde yards of a Lot wrthm 90 days from the date of the irutral closing of escrow on the Lot or the Issuance of a certificate of occupancy on the Lot, whichever IS later Imnal landscapmg on all other portions of the Lot, mcIudmg the rear yard, shall be installed within 180 days from the date of the mrnal closing of escrow on the Lot or the Issuance ofa certificate ofoccupancy on the Lot, whichever IS later.

(u) VehIcles and Parking The term "vehicles," as used m this Section, shall include, Without hmrtatron, automobiles, trucks, boats. trailers, motorcycles, campers, vans, and recreational vehicles No vehicle may be left upon any portion of Anthem Parkside except in a garage, dnveway, or other area designated by the Board No person shall park any recrealJ.onal vehicles, mobile homes. traders, campers, boats or other watercraft, stored vehicles, and unlicensed vehiclesor moperablevehicles withm AnthemParkside other than m enclosed garages, provided, however. boats may be kept or stored. on a Lot so long as they are not VISible from Neighbonng Property and commercial vehicles not exceedmg one ton in weight may be parked and kept m a dnveway This Section shall not apply to emergency vehicle repairs Notwithslandmg the above, for purposes of clearung, loading, unloedmg, and short term parking, recreational vehicles may be parked on Anthem Parkside for 72 hours per calendar month Owners must obtain a recreational vehicle permit for such short term parking from the Associationoffice The use ofgolfcarts IS prohibitedwithin Anthem Parksrde, (v) Wetlands. Lakes, and Other Water Bodies All wetlands, lakes, ponds, and streams within Anthem Parkside, If any, shall be aesthetic amenmes only, and no other active use of lakes, ponds, streams, or other bodies of water WIthin Anthem Parkside or within any golf course IS penmtted, except that the Association and Its agents shall have the exclusive nght and easement to retneve golf balls from bodies ofwater within the Common Areas The Association shall not be responsible for any loss, damage, or mJUIY to any person or property ansmg out of the authonzed or unauthonzed use of lakes, ponds. streams, or other bodies of water witlun or adjacent to Anthem Parkside

(w) Solar EqUIpment. No solar heattng equipment or device IS permitted outside the Dwellmg Umt except such devices whose installation and use IS protected by federal or Anzona

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law Notwithstanding such protection, an application for such eqwpment or device must be submitted for approval under Article N prior to mstallanon and approval will be granted only If. (1) Frrst, such equipment or device IS designed for mmimal VIsual intrusion when installed (J e is located ill a manner wluch rmnumzes visibility from the street or an adjacent Lot and IS consistent WIth the Community-Wide Standard), and (n) Second, the equipment or device complies to the maxunum extent feasible WIth the Design Guidelines witbm the confines of the apphcable governmental regulations

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