DZPP-ITPENT OF C O m R C E PA32 CONSUMER AFFAIRS STATE OF HAWAIT: In the Y l t t e r of t h e Incorporation of VALLEY COFMJNITY ASSOCIATION 1 [ ~ep:ot Comierce & ~arruezr/&in STATE OF I?AY;P.I t 2- - tf or re sa l eu se ! No mUNELNI 1 1 1 RUSH MOORE CRAVEN SUTTON MORRY 6c BEH E a r l T. Sato, Esq. 2 0 0 0 Hawaii Tower 745 F o r t Street Honolulu, Hawaii 96813 Attorney for LAUNANT. VALLEY COMMUNITY DEPPRTbBNT OF C O W R C E A\ZI CONSUMXR AFFAIRS STATS OF HAWAII i n t h e Y a t t e r of the Incorporation ) 1 1 1 LP,UNPNT VALLEY C O m I T Y aSSOClATJON sa W O W ALL b52N BY TXESE PRESENTS ASSOCIATION le u VALLEY C O ! W " I T Y JAUiNP-NI ) se of No tf or re That the undersigned, desiring to form a nonprofit corporation under and i n accordance with t h e laws of said S c a t e of Hawaii and to o b t a i n the benefits c o n f e r r e d by said laws upon nonprofit corporations, hereby e x e c u t e s and adopts the following Articles of Incorporation. Section 1,1. LAUNFNI: VPLLEY ARTICLE 1 The name of COImluNITY ASSOCIATION the corporation s h a l l be (hereinafter referred to as the "Corporationn). ARTICLE I1 LOCATION OF FLDDRESS Section 2.1. The mailing address of t h e initial o f f i c e of the Corporation shall be c/o Certified ~ a n a g e r n e n t , 3179 Koapaka S t r e e t , Honolulu, Hawaii 96819, Attention: Steve Pearmain. ARTICLE 111 CORPORATE PURPOSE Section 3.1. The p r i m a r y purpose for which this Corporation is organized is to be and constitute the Launani Valley Community Association ( t h e nAssociationll ) to which reference is. made in the Declaration of Covenants, Conditions and Restrictions of Launani Valley, recorded or to be recorded in the Office of the Assistant Registrar of the Land Court of the State of Hawaii and/or the Bureau of Conveyances of the State of Hawaii (said Declaration, as amended from time to time hereinafter referred to as the "DeclarationI8) , to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified in the Declaration and the Bylaws of the Launani Valley Community Association (the u3ylawsNj, and as provided by law. re sa le u se Section 3.2. In addition to the primary purposes set forth in Section 3.1 above, the purposes of the Corporation shall also include the transaction of any and all lawful business for which honprofit corporations may be incorporated under the laws of the State of Hawaii. or GENE?JiLL POWERS No tf Section 4 . 1 . The Corporation shall have all of the powers necessary or desirzble to perform the obligations and duties and to exercise the rights and powers set forth in these Articles, the Bylaws, and the Declaration, which powers may be exercised by its Board of Directors, unless otherwise provided in the Declaration or the Bylaws, including, without limitation, the following powers: tl) to fix and collect assessments or other charges to be levied; ( 2 ) to manage, control, operate, maintain, repair and improve property subjected to the Declaration (such property is hereinafter r e f e r r e d to as the NDeveloprnenttl)or any other property for which the Corporation by r u l e , regulation, declaration or contract has a right or duty to psovi.de .such services; (3) to enforce covenants, conditions or restrictions affecting any property to the extent the Association may be authorized to do so under the Declaration or Bylaws; (4) to engage in activities which will actively foster, promote and advance the common interests of all owners of property subjected to the Declaration; ( 5 ) to purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal p r o p e r t y o r any i n t e r e s t therein, wherever situated; ( 6 ) to sell, convey, mortgage, p l e d g e , l e a s e , exchange, transfer, and otherwise dispose of all or any part of i t s p r o p e r t y and assets; ( 7 ) to incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds, and othes obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income, except as m y be limited i n se the Bylaws; (9) sa le u (8) to lend money for its corporate purposes, invest and reinvest its f u n d s , and take and hold real and personal property a s s e c u r i t y for t h e payinent of funds so loaned or invested; to sue and be sued, complain and defend, in re its corporate name: No tf or (10) to enter into, make, perform ox enforce contracts of every kind and d e s c r i p t i o n , and t o do a11 other acts necessary, appropriate or advisrible in carrying out any purpose of the Association, with or in c o n j u n c t i o n with any other association, corparation or other entity o r agency, public o r private; (11) to conduct its affairs, carry on its o p e r a t i o n s , and have o f f i c e s 2nd exercise the powers granted by Chapter 4 l f i B , Hawaii Revised Statutes, within or without the State of Hawaii; (12) to cease its corporate surrender its corporate franchise; and activities and (13) to have and exercise all powers necessary or convenient to effect its purposes. Section 4 . 2 . As long as the Class B Association Membership set forth in the Declaration exists, the following actions shall require the p r i o r approval o f the Veterans A c i m i n i s t s a t i o n ("VAtt), so long as the VA is guaranteeing any mortgage in t h e Development, and the Department of Hausing and Urban Development ( l l E W D u ) , so long as HUD is insuring any mortgage in the Development: annexation -of additional p r o p e r t y to t h e Development, except for annexation by Declarant in accordance with Article I'V of the Declaration p u r s u a n t to a p l a n of annexation previously approved by t h e VA and/or KTTI3, as applicable; mergers and consolidations; mortgaging of any portion of the Common Area (as such term is defined in the Declaration); dedication of any portion of the Common Area to a public entity; dissolution; and amendment of t h e s e Articles. ARTICLE V MEMBERSHIP le u se Section 5.1. The Corporation s h a l l be a membership The corporation without certificates or shares of stock. Corporation shall not authorize or issue shares of stock. Each Owner oE a Lot {as those terms are defined in t h e Declaration) shall be a member of t h e Association and shall be entitled to voce as set forth in the Declaration and Bylaws. ARTICLE VI sa DIRECTORS The number of directors shall not be and the number of directors constituting the initial Board of Directors i s three (3). The name and residence address of the individual or individuals who shall comprise the initial Board of Directors (at least one of whom is a resident of the State of Hawaii), each of whom shall serve as a director of the Corporation subject t o and i n accordance the provisions of this Article VI, the Bylaws of the Corporation, and the provisions of applicable law henceforth and until the first annual meeting of the Corporation and thereafter until each of their respective successors shall have been duly e l e c t e d and s h a l l have qualified, is as follows: re Section 6.1. (3) No tf or less than three Name of Director Residence Address Takeshi Matsukata 1717 Mott-Smith Drive, #1611 Honolulu, Hawaii 96822 Christopher L. Lau 908 Uwao Street Honolulu, Hawaii Joan S. D u e l l 96825 95-270 Waikalani Drive, #K-304 Mililani, Hawaii 96789 Section 5.2. All the powers and authority of the Corporation shall be vested in and may be exercised by the Board of Directors except as otherwise provided by law, these Articles of Incorporation or the Bylaws of the Corporation. ARTICLE VII OFFICERS le u se S e c t i o n 7.1. (-3) The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, each of whom shall be appointed by the Board of Directors at such time and in such manner as may be prescribed by the Bylaws. Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the Board of Directors or chosen in such other manner as may be prescribed by the Bylaws. Except as provided by the Bylaws, any two or more offices may be held by the same individual; provided that the Corporation shall have not less than two individuals as officers. (b) All officers 2nd agents of the Corporation, as themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided by the Bylaws, or as may be determined by resolution of the Board of Directors, not inconsistent with the Bylaws. re sa between No tf or Section 7.2. The name, title and residence address of each of the initial officers of the Corporation, each of whom shall senre in their respective offices subject to and in accordance with the provisions of this Article VII, the Bylaws of this Corporation, and the provisions of applicable law henceforth and until the first annual meeting of the Corporation and thereafter until their successors shall have been duly elected and shall have qualified, is as follows: O f f ice Name President Christopher L . Lau Address 908 Uwao Street Honolulu, Hawaii Vice President Takeshi Matsukata Secretary/ Treasurer Joan S. Duel1 96825 1717 Mott-Smith Drive, #I611 Honolulu, Hawaii 96822 95-270 Waikalani Dr., #K-304 Mililani, Hawaii 96789 DISSOLUTION S e c t i o n 8.1. The Corporation may be dissolved only as may be provided in the Declaration or the Bylaws and by the laws of the State of Hawaii. In the event of dissolution, the a s s e t s of the Corporation shall be distributed as may be set f o r t h in the. Declaration or the Bylaws and by the l a w s of the State of Hawaii. No tf or re sa le u se Section 9.1. These Articles may be mencied upon the affirmative vote of not less than two-thirds ( 2 / 3 r d s ) of the t o t a l number of Class A Association Members (except as such v o t e may be otherwise specifically limited or restricted pursuant to any provision of these Articles of Incorporation), and t h e consent of the Class 3 Association Member, as long as such membership exists (as such capitalized terms are d e f i n e d i n t h e Declaration). All of the rights conferred upon all of the members of the Association pursuant to any provision contained in these Articles of Incorporation are granted and c d n f e r r e d subject to such right of amendment, alteration, change, or repeal; provided however that the Articles of Incorporation as amended shall contain only such provisions which may be lawfully contained in these Articles of Incorporation at the time of the making of the m e n d m e n t , alteration, change or repeal; and provided further. that no amendment to these Articles shall be in conflict with the Declaration, and no amendment shall be effective to impair or dilute any rights of members that a r e governed by such Declaration. Section 10.1. The Corporation shall have existence with a l l of the powers provided herein. perpetual I certify under the penalties of Section 415B-158, Hawaii Revised Statutes; that I have read the above statements and t h a t the same are true and c o r r e c t . WETNESS MY PLANE this 26th day of Auqust LAUNAWI VALLEY COMMUNITY ASSOCIATION ARTICLE 3 General Section 1.1. shall be Launani "Association") . of Name. Valley The name of t h e corporation Community Association . (the S e c t i o n 1,2. Principal Off ice. The principal. off ice t h e Association shall be maintained at such p l a c e in the State of Hawaii as the Board of D i r e c t o r s shall determine. sa l eu se Section 1.3. Definitions. The words used i n these Bylaws shall have the same meaning as set forth . i n t h e Declaration of Covenants, Conditions and Restrictions of Launani Valley (the nDeclaration"l , unless inappr~priate for the context. re ARTICLE 31 or Menzbershi~and Votins Rishts No tf Section 2 . 1 . Membershin. Every p e r s o n who i s the record owner of a fee simple interest in any Lot that is subject to the Declaration shall be deemed to be a member of the Associatio~. The foregoing i s not intended t o include any person who holds an Interest merely as security for the performance' of an o b l i g a t i o n , and the giving of a s e c u r i t y interest s h a l l not terminate the Owner's membership in the Association. No owner, whether one or more persons, shall have mare than one (1) membership p e r Lot. In the e v e n t there are multiple Owners of a L o t , v o t e s a n d rights of u s e a n d enjoyment s h a l l be as provided in the Declaration and these Bylaws. Membership shall be appurtenant to and may not be separated from ownership o f any Lot. The rights and privileges of membership, including the right to v o t e and to h o l d o f f i c e , m y be exercised by any Owner of a Lot, but in no event shall more t h a n one .(I) vote be cast nor office held for each Lot owned. Section 2.2, Votinq. The Association shall have membership, Class A and C l a s s B, as follows: t w o (2) c l a s s e s aE (a) Class A. Class A Association Members shall be all Owners, with the exception of the Declarant. Class A Association Members shall be entitled to ane (1) vote f o r each Lot owned. When mare than one person holds an ownership interest in any Lot, the vote for such Lot shall be exercised as those Owners themselves determine and advise the Secretary prior to any meeting. In t h e absence of such advice, each Owner af a Lot shall be entitled to vote their pro-rata share of the Lot's'vote, Ib) Class B. The Class B Association Member shall be Declarant. The Class B Association MeMer shall be entitled to one (1) vote for each Lot owned by such member. The Class B Association Membership shall terminate and become converted to C l a s s A Association Membership upon t h e happening of the earlier of the following: the when the Class A votes total 950 in number; (ii) December 31, 2012; or le u se ( i1 (iii) when, in its discretion, the Declarant so sa determines. No tf or re From and after the happening of these events, whichever occurs earliest, the Class B Association Member shall be deemed to be a Class A Association Member entitled to one (1) v o t e for each Lot it owns. ARTICLE 311 Association Meetings Section 3.1. Place of Meetinss. ~eetings of the Association shall be held at the principal office of the Association or any such other suitable place convenient to the Owners as may be designated by the Board of ~ i r e c t o r s , e i t h e r in t h e Community Area or as convenient thereto as possible and practical. . Section 3.2. First Meetins and Annual Meetinss. Rn annual or special meeting of the Association shall be held within one -{I) year from the date of incorporation of the Association. Annual meetings shall be set by the Board o f Directors .so- a s to occur n o l a t e r than sixty ( 6 0 ) days after the close of the ~ssociation's fiscal year. If the day for the annual meeting of the Association is a legal holiday, the meeting will be held on the first day following which is not a legal holiday (excluding Saturday and Sunday). Section 3.3. S ~ e c i a l Meetinss. The president m y call special. meetings of the Association. In addition, t h e P r e s i d e n t shall call a special meeting of the Association if so directed by resolution of a majority of the Board of D i r e c t o r s o r upon a p e t i t i o n signed by at l e a s t twenty-five percent ( 2 5 % ) of t h e Class A ~ssociationMembers. The notice of each special m e e t i n g shall s t a t e t h e date, time and place of t h e m e e t i n g and the pu-rpose of the meeting. No business shall be t r a n s a c t e d at a s p e c i a l meeting, except as stated in t h e notice. Section 3.4. Notice f?leetinqs. of The Secretary S e c t i o n 3.5. le u se shall mail or cause to be delivered to t h e each Owner a notice of each annual or special meeting of t h e Association, stating the purpose of any special meeting, as well as the time and place where it is to be held. If an Owner wishes n o t i c e t o be given a t an address other than the Owner's Lot, such Owner shall designate such other address by written n o t i c e to the Secretary. The mailing or delivery of a n o t i c e of m e e t i n g i n the manner provi'ded i n this S e c t i o n 3 - 4 shall be considered s e r v i c e of notice. Notices s h a l l be served n o t less than t e n (10) nor more than thirty (30) days before a meeting. Waiver of notice of of proper notice. Any Owner may, in writing, waive n o t i c e of any m e e t i n g of the Association, e i t h e r before or after such meeting. AtLendance at a meeting by an Owneri whether in person ox by proxy, shall be deemed waiver by such Owner of notice of the meeting, unless such Owner specifically o b j e c t s to lack of proper notice at the time the meeting i s c a l l e d t o order. Waiver of Notice. tf or re sa a meeting of the Association shall be deemed the equivalent No Section 3 . 6 . Adiournment. If any meeting of the Association cannot be held because a quosum is not present, a majority of t h e Owners p r e s e n t , e i t h e r i n person or by proxy, may a d j o u r n the meeting from t i m e t o time, without f u r t h e r . notice and may convene o r reconvene t h e meeting when a quorum shall be present. Section 3 . 7 . Voting. The voting rights of t h e Owners s h a l l be as set forth in the Declaration, and such voting rights are specifically i n c o r p o r a t e d herein. Section 3 . 8 . Proxies. At a11 meetings of the Association, each Owner m y vote in person or by proxy. A l l proxies shall be in writing, dated, and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automaticaIly cease upon conveyance by the Owner of the Owner's Lot, or upon receipt of n o t i c e by the Secretary of the death o r judicially d e c l a r e d incompetence of an O w n e r , ar of written revocation, or upon the expiration of eleven (11) months from t h e date of t h e proxy. Section 3.9. 9 u ~ r u r n . The presence, i n person or by proxy, of fifty (50%) of the Owners of Lots to which eligible votes appertain shall constitute a quorum at all meetings of the Association. The Owners 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 Owners to leave less than a quorum. Board of Directors A. Composition and Selection. re sa l eu se Section 4.1. Governins Bodv ; Composition. The affairs of the' Association shall be governed by a Board of Directors {hereinafter referred to as the "Boardr1) . Except as provided in Section 4.2 below, the directors must reside in the Property and shall be Owners or spouses of Owners; provided, however, that no Owner and his or h e r spouse may serve on the Board at the same -time. If an Owner is a corporation or partnership, the person designated in writing by the O w n e r to t h e S e c r e t a r y of t h e Association as the representative of the corporation or partnership shall be eligible to s e r v e as a director. No tf or Section 4.2. Directors Aspainted bv Declarant, Except as provided in Section 4.6 below, the directors shall be selected by Declasant acting in its sole discretion an< shall s e r v e at the pleasure of Declarant, so long as the Class B Association ~ernbership exists, unless Declarant shall earlier surrender this right to select directors. The directors selected by Declarant need not be Owners or residents in the Property. The names of the initial directors selected by Declarant are set forth in the Articles of ~ncorporationof the Association. - Veto From the termination of the Section 4.3. Class B Association embers ship, Declarant shall have a veto power over all actions of the Board as set forth below- This veto power shall expire when the Class A votes, other than those Owners f o r m s r l y owning Class 3 votes, equals 1,028 in number or December 31, 2014, whichever occurs first, unless Declarant surrenders this power earlier. This vero power shall be exercisable only by Declarant, its successors and assigns who specifically take this veto power 'in a recorded instrument. The veto power shall be as follows: No action authorized by the Board shall become effective, nor shall any action, policy or program be implemented until and unless: (a) Declarant shall have been given written notice of a11 meetings and proposed actions to be approved at meetings by certified mail, return receipt requested, or by personal delivery, at the address Declarant has registered with the Secretary of the Association, as it may change from time to time, which notice shall comply with the provisions of these Bylaws regarding notice of regular and special meetings of the Board and which notice shall, e x c e p t in the case of the regular meetings held pursuant to the Bylaws, s e t forth in reasonable pzrticularity the agenda to be followed at the meeting; and re sa le u se (b) Declarant shall be given the opportunity at any such meeting to join in or to have its representatives or agents j o i n in discussion from the floor of any prospective action, policy or program to be implemented by the Board or the Association. Declarant and its representatives or agents shall make its conc,erns, thoughts, and suggestions known to the Owners and/or the Board. At such meeting, Declarant shall have and is hereby granted a veto power over any such action, policy or program authorized by the Boaxd and to be taken by the Board. The veto- may be exercised by Declarant, its representatives or agents at the meeting held pursuant to the terms and provisions of this Section 4.3. The veto power shall not: extend to the requiring of any action or counteraction by the Board. No tf or Section4.4. Number of Directors. The Board shall consist of not less than three (3) members nor mare than nine ( 9 ) members. The initial Board shall consist of three ( 3 ) members selected by Declasant, one (1) of whom ghall be selected for a one (1) year tern, one (1) of whom shall be selected for a two ( 2 ) year term, and one 11) of whom shall be selected Ear a three (3) year term, Thereafter, directors who are selected by Declarant to replace directors whose terms have expired shall serve fox a two ( 2 1 year term. Immediately following the selection of directors, "Lhe Board shall appoint the officers of the Association.for the ensuing year. Section 4.5. Nomination of Directors. Elected directors shall be nominated from the floor and may also be nominated by a Nominating Camittee, if such a committee is established by the Board. A11 candidates shall have a reasonable opportunity to communicate their qualifications to the Owners and to solicit votes. $ect.ion 4.6. Election and Term of . Notwithstanding any other provision of this Article IV: Office. (a) Not later than thirty (30) days after the Class I3 Association Membership terminates, the Association shall call a special meeting to be held at which Owners shall elect directors. (b) Thereafter, directors shall be elected at the annual meetings of the Association. All eligible Owners shall v o t e on all directors to be elected, and the candidate(s1 receiving the most votes shall be elected; provided, however, those directors serving at the time of the f i r s t annual meeting after the termination of the Class B Association Memisership shall serve the remainder of their terns. The term(s) of at least one-third (1/3rd) of the directors shall be fixed at one fl) year, the term(s1 of at least one-third tl/3rd) of the directars shall be fixed at: two ( 2 ) years, and the term(s) of at least one-third (1/3rd) of the directors shall be fixed at three (3) years. At the expiration of the initial term of office of each Director, a successor shall be elected to serve for a term of two (2) years. The members of the Board shall hold office until their respective successors shal.1 have been elected by the ~skociation. No tf or re sa le u se Section 4.7. Removal of Directors. At any d u l y called regular or special meeting of the Association, any one or more directors may be removed, with or without cause, by a majority vote of -the Class A Association Members and a successor may then and there be elected to fill the vacancy chus created. A director whose removal has been proposed by the Owners shall be given at least ten (SO) daysr norice of the calling of the meeting and the 9urpose of the meecing and shall be given an opportunity ta be heard at the meeting. Additionally, any director who has three ( 3 ) consecutive unexcused absences from meetings of the Board or who is delinquent in the payment of an assessment for more than twenty (20) days may be removed by a majority vote of the directors at a meeting, a quosum being present. This Section 4.7 shall not apply to d i r e c t a r s appointed by D e c l a r a n t . Section 4 . 8 . Vacancies. Any vacancy accurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of the director'^ predecessor in office. A vacancy or vacancies in the membership of the Board shall not affect the validity of any action of the Board if there is present at the meeting EL proper quorum determined by the number of directors then authorized or fixed by the Association. Annual Meeting. A meeting of t h e Board Section 4.9. following each annual meeting of the Association shall be held within t e n (lo) days thereafter %t such time and place within the State of Hawaii as the Board shall determine. Section 4.10. Resular Meetinss. Regular meetings of t h e Board may be h e l d a t s u c h times and i n such places as s h a l l be determined from t i m e t o time by a majority of t h e d i r e c t o r s , b u t at: l e a s t f o u r ( 4 ) s u c h meetings s h a l l be h e l d during each fiscal y e a r w i t h a t least one fl) p e r q u a r t e r . N o t i c e of t h e regular s c h e d u l e of meetings s h a l l constitute s u f f i c i e n t n o t i c e of such meetings. Section 4 . 1 1 . S p e c i a l Meetings. S p e c i a l m e e t i n g s of t h e Board s h a l l be held when r e q u e s t e d by t h e P r e s i d e n t , V i c e The n o t i c e of e a c h s p e c i a l P r e s i d e n t o r any two directors. meeting s h a l l specify t h e t i m e and place of the meeting a n d the nature of any s p e c i a l b u s i n e s s t o be c o n s i d e r e d . Such n o t i c e s h a l l be given ( a ) by p e r s o n a l d e l i v e r y , (b) w r i t t e n n o t i c e by first class mail, postage prepaid, (c) by telephone re sa l eu se communication d i r e c t l y t o t h e d i r e c t o r (s), o r (d) f a c s i m i l e transmission. A l l s u c h notices s h a l l be given o r sent t o t h e d i r e c t o r s ' . a d d r e s s e s , t e l e p h o n e numbers o r f a c s i m i l e numbers ,as shown in t h e r e c o r d s of t h e A s s o c i a t i o n . N o t i c e s s e n t by m a i l s h a l l be d e p o s i t e d i n t o the U n i t e d States M a i l a t least f o u r ( 4 ) business days b e f o r e the day set for the meeting. Notices given by p e r s o n a l delivery, t e l e p h o n e o r facsimile t r a n s m i s s i o n s h a l l be g i v e n a t l e a s t f o r t y - e i g h t ( 4 8 ) h o u r s before the t i m e s e t f o r the meeting. The f a i l u r e of any d i r e c t o r t o receive a c t u a l n o t i c e of meeting s h a l l i n 'no way invalidate t h e meetina o r any proceedings thereat, i f n o t i c e s h a l l have been given a; r e q u i r e d by t h i s S e c t i o n 4 . 1 1 . No tf or Section 4.12. Waiver of Notice. The transactions of a n y m e e t i n g of the Board, however c a l l e d and n o t i c e d o r wherever h e l d , s h a l l be v a l i d a s though t a k e n a t a m e e t i n g duly h e l d a f t e r r e g u l a r c a l l and n o t i c e , i f ( a ) a quorum i s p r e s e n t , and (b) e i t h e r before o r a f t e r t h e meeting, each of t h e a b s e n t d i r e c t o r s s i g n s a w r i t t e n w a i v e r of notice, a c o n s e n t to holding t h e m e e t i n g , or an approval of the m i n u t e s of the meeting. The waiver of n o t i c e o r consent need n o t s p e c i f y t h e purpose of the meeting. N o t i c e of a meeting s h a l l a l s o be deemed given to a director who attends t h e m e e t i n g w i t h o u t p r o t e s t i n g before or a t i t s commencement about t h e l a c k of adequate n o t i c e . Section 4.13. Q u o . A m a j o r i t y of the t o t a l number d i r e c t o r s a t which t h e Board has been f i x e d by t h e Association s h a l l c o n s t i t u t e a q u o m t o t r a n s a c t b u s i n e s s , and, i n o r d e r t o be v a l i d , any a c t o r business must receive t h e a p p r o v a l of ' a majority of such quosum. A m e e t i n g a t which a quorum is initially present may c o n t i n u e to t r a n s a c t business, notwithstanding the departure o r withdrawal of d i r e c t o r s , if any action taken Is approved by at least a m a j o r i t y of t h e required quorum f o r t h a t m e e t i n g . of Section 4.14. O ~ e n Meetings. All meetings of t h e Board s h a l l be open go all Owners, but Owners other than not participate in any discussions or directors may deliberations unless expressly authorized by the Board. Section 4.15. Executive Session. The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, a n d other business of a sirnilax nature. The nature of any and a11 business to be considered in e x e c u t i v e session shall first be announced in open session. sa l eu se Section 4.16. Action Without Meetinq. Any action required or permitted to be taken at any'meeting of the Board or of a committee of directors may be taken without a meeting if all of the' directors or all of the members af the committee, as the case may be, sign a written consent setting forth the action taken or to be taken at any time before or after t h e intended effective date of such a c t i o n . Such consent s h a l l be filed with the minutes of directorst meetings or committee meetings, as the cas.e may be, and shall have the same effect as a unanimous vote. Section 4.17. Directorsr Tel e ~ h o n e Meetinqs, there is a quorum, directors or any committee of directors may participate in a meeting of the Board ox committee by means of a conference telephane or similar communication equipment by means of which all persons participating in the meeting can hear each o t h e r at t h e same time, and participation by such means shall constitute presence in person at a meeting. No tf or re provided Section 4.18. Adiaurnment. In the absence of a quorum at the date, time and place af a meeting duly called, and at any meeting duly called and held, the presiding officer or a majority of the directors present may adjourn the meeting from time to time without further notice and may convene or reconvene the meeting when a quorum shall be present. Section 4.19. Resiqnation. A director may resign at any time by delivering written notice to the Board or the Association. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. -~ekt'ion4.20. .Com~ensation. Directors shall not be entitled to receive any compensation for their services as directors, other than reimbursement far out-of-pocket costs approved by the Board. Nothing in this section shall be construed Lo preclude a director from serving the Associdtion in any other capacity and receiving compensation therefor. C. Powers and Duties Section 4.21. Powers. The Board shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not by the ~eclaration, the Articles of Incorporation or these Bylaws directed to be done and exercised exclusively by the Owners. In addition to the duties imposed by these iyl&s or any resolution of the Association thai may hereafter be adopted, the Board shall have, without limitation, the following powers: ( a ) preparation and adoption of an annual budget in which there shall be established the contribution of each Owner to the common expenses; eu se (b) making assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; sa l (c) providing for the operation, care, upkeep, and maintenance of all areas which are the maintenance responsibility of the Association; tf or re (d) designating, hiring, and dismissing the personnel necessary for the operation of the Association and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties; No (e) creating and appointing such general or special committees as the business of the Association may require and define the authority and duties of such committees (f) collecting the assessments, depositing the proceeds thereof in a bank depositoxy which it shall approve, and using the proceeds to administer the Association; (g) making and amending use restrictions and rules and regulations; (hf opening of bank accounts on behalf Association and designating the signatories required; of the (i) enforcing by legal meina the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and bring any proceedings which may be instituted on behalf of or against the Owners concerning the Association; (j) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof; (k) paying the cost of all services rendered to the Association or its members which are not directly chargeable to Owners ; 11) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, and specifying the maintenance and repair expenses and any other expenses incurred; and se (m) contracting with any person for the performance of various duties and functions. The Board shall have the power to enter into cornmon management agreements with trusts, condominiums, or other associations. Rny and all functions of the Association shall be fully transferable by the Board, in whole or i n part, ta any other entity. or re sa le u Section 4.22. Mananement A ~ e n t . The Board may employ for the ~ssociation.a professional management agent or agents at a compensation established by the Board to perform such duties and services as the Board shall authorize, The term of any management agreement shall not exceed one (1) year and shall be subject to termination by either party, without cause and without penalty, upon ninety (90) days' written notice. No tf Section 4.23. Borsowinq. The Board shall have the power to borrow money for the purpose of repair or restoration of the Common Area and facilities without the approval of the Owners; provided, however, the Board shall obtain membership approval in the same manner as for special assessments, in the event that the proposed borrowing i s for the purpose of modifying, improving or adding amenities, and the total amount of such borrowing exceeds or would exceed the sum of TEN THOUSAND RND N0/100 DOLLARS (US $10,000.00) outstanding debt at any one time. Section 4 -24. Fines. The Board shall have the power to impose fines (a late charge shall not constitute a fine), provided that the following procedure is followed: (a) Demand. Written demand to cease and desist from an alleged violation shall be served upon the alleged violator specifying: (i) the alleged violation; (ii) the action required to abate the violation; and ( i i i ) a time period, n o t less than ten (10) days, during which the violation may be abated without f u r r h e x sanction, if such violation is a continuing one, or a statement t h a t any further v i o l a t i o n of the same rule m y result in the imposition of a fine, if the violation is not continuing. Notwithstanding the foregoing, t h e Board or its designee may demand immediate abatement in s u c h circumstances which, in the Board's. determination, pose a danger to safety or property. (b) Notice. Within twelve (12) months of such demand, if the vialation continues past the period allowed in the demand for abatement without penalty, or if the same rule is subsequently violated, the Board may, upon notice, impose a fine. The notice shall state: the nature of the alleged violation; (ii) that the alleged violator may, w i t h i n ten from the date of the notice, request a hearing regarding the fine; se (10) days sa l eu (iii) that any statements, evidence, and witnesses may be produced by the alleged violator at the hearing; and re ( iv) that a11 rights to have the fine reconsidered a r e waived if a hearing i s n o t requested within ten (10) days of the date of the notice. No tf or (c) Hearinq. If a heasing is requested, it shall be held before the Board in executive session, and the alleged violator shall be given a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. ARTICLE V Officers Section 5.1. Officers. The officers of the Association shall be a President, a Vice President, a Treasurer, and a Secretary, to be elected from among the members of the Board. Any t w o or more offices may be held by the same individual, except the offices of President and Secretary. Section 5.2. Election: Term, The officers shall be elected by the Board at the annual meeting of the Board following the annual meeting of the Association. 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. Section 5 . 3 . Removal.. Any o f f i c e r s may be removed by t h e Board whenever, in i t s judgment, t h e best i n t e r e s t s of the A s s o c i a t i o n w i l l be served thereby. Section 5.4. President. The P r e s i d e n t s h a l l be the chief executive o f f i c e r of t h e A s s o c i a t i o n and s h a l l p r e s i d e a t a l l meetings of the A s s o c i a t i o n and of t h e Board. The President s h a l l have a l l the g e n e r a l powers and duties which are incident t o t h e o f f i c e of t h e P r e s i d e n t o r elsewhere given t o t h e P r e s i d e n t by l a w o r i n t h e s e Bylaws and a s may be a s s i g n e d t o t h e P r e s i d e n t from time t o time by t h e Board. se Section 5.4. Vice President. The Vice P r e s i d e n t s h a l l assume and perform t h e d u t i e s of t h e P r e s i d e n t i n the absence o r disability of the P r e s i d e n t or whenever t h e office of president i s v a c a n t . Each V i c e P r e s i d e n t s h a l l have such other powers aqd d u t i e s as may be given to t h e V i c e President by l a w o r i n t h e s e Bylaws and a s may be assigned t o t h e V i c e P r e s i d e n t f r o m t i m e t o t i m e by t h e Board. re sa l eu Section 5.5. Secretary. The Secretary s h a l l keep the minutes of a l l meetings of t h e A s s o c i a t i o n a n d of t h e Board and s h a l l have charge and custody of t h e books and records a s t h e Board may d i r e c t and s h a l l , i n general, p e r f o m a l l d u t i e s i n c i d e n t t o t h e o f f i c e of s e c r e t a r y o r elsewhere g i v e n t o t h e S e c r e t a r y by l a w o r i n these Bylaws and a s may be a s s i g n e d t o the Secretary from time t o time by t h e Board, No tf or Section 5 . 6 . Treasurer. The Treasurer s h a l l keep or s u p e r i n t e n d t h e keeping f a l l t h e financial books and a c c o u n t s of t h e A s s o c i a t i o n i n a thorough and proper manner, and t o render s t a t e m e n t s of the same i n such form and a s o f t e n as r e q u i r e d by t h e Board. H e s h a l l , s u b j e c t t o the c o n t r o l of the Board, have t h e custody of all funds and s e c u r i t i e s of the Association. He s h a l l perform a l l other d u t i e s u s u a l l y p e r t a i n i n g t o t h e office of t r e a s u r e r of a c o r p o r a t i o n and s u c h d u t i e s a s may be a s s i g n e d t o t h e T r e a s u r e r by t h e Board o r r e q u i r e d t o be e x e r c i s e d by the T r e a s u r e s under t h e p r o v i s i o n s of these Bylaws. Other Officers and Asents. The Board S e c t i o n 5.7. may a p p o i n t o r employ such o t h e r o f f i c e r s , i n c l u d i n g ~ s s i s t a n t Treasurers and Assistant S e c r e t a r i e s , agents and employees a s may be deemed proper, who s h a l l h o l d their p o s i t i o n s a t t h e p l e a s u r e of the Board and who s h a l l have such powers and d u t i e s as m y be- a s s i g n e d t o them by t h e Board. The authority to employ a g e n t s a n d employees and f i x t h e i r powers and d u t i e s may be d e l e g a t e d by t h e Board. Any o f f i c e r of the A s s o c i a t i o n may a l s o be a s u b o r d i n a t e o f f i c e r , agent o r employee. Section 5 . 8 . Resisnation. Any of f f c e r may r e s i g n a t any t i m e by giving w r i t t e n notice t o the Board, the P r e s i d e n t o r t h e Secretary. Such resignation shall take e f f e c t -on the d a t e of t h e receipt of s u c h n o t i c e o r a t any later time s p e c i f i e d i n t h e n o t i c e , and u n l e s s s p e c i f i e d i n t h e notice, the a c c e p t a n c e of such resignation s h a l l n o t be n e c e s s a r y t o make i t effective. Section 5 . 9 . Removal. UY officer of the Association m y be removed, w i t h o r without cause, by a c t i o n of t h e Board, and any s u b o r d i n a t e o f f i c e r , agent, o r employee appointed by' t h e Board o r by any person under a u t h o r i t y from t h e Board may be removed o r d i s c h a r g e d from employment, w i t h or w i t h o u t cause, except i n s o f a r as s u c h removal would be c o n t r a r y t o law. S e c t i o n 5.10. Vacancies. Any vacancy in any office f i l l e d f o r the u n e x p i r e d p o r t i o n of the term by t h e Board a t any r e g u l a r o r s p e c i a l meeting. may be le u se ~ e c t i o ' n 5. . 1 1 . Salaries. The salaries and compensation, if any, of a13 o f f i c e r s , subordinate o f f i c e r s , agents and employees shall be determined by t h e Board. The a u t h o r i t y t o f i x the salary and c o m p e n s a t i o n of agents and employees may be d e l e g a t e d . or re sa Section 5 . 1 2 . Bonds. The Board may require any officer of t h e A s s o c i a t i o n t o give a bond t o t h e Association c o n d i t i o n a l upon t h e f a i t h f u l performance of t h e o f f i c e r ' s duties with one or more sureties and in such amount a9 may be s a t i s f a c t o r y to t h e Board. No tf The Owners may a t any a n n u a l S e c t i o n 5.13. A u d i t o r . meeting ox a t any special m e e t i n g c a l l e d far t h a t purpose a p p o i n t a p e r s o n , f i r m or corporation engaged in the business of a u d i t i n g to a c t a s the auditor of the Association. No director or officer shall be e l i g i b l e to serve a s a u d i t o r of t h e Association. The a u d i t o r shall, a t l e a s t once i n each f i s c a l year and more o f t e n if required by the Owner, examine the books and papers of t h e A s s o c i a t i o n and compare the s t a t e m e n t s of t h e T r e a s u r e r w i t h the books and v o u c h e r s of t h e Association, and o t h e r w i s e make a complete a u d i t of t h e books of t h e A s s o c i a t i o n and thereafter make a p p r o p r i a t e reports t o t h e Owners. ARTICLE V3 Execution of Tnstruments Section 6.1. Authorized Sisnatures. All checks, d r a f t s , notes, bonds, a c c e p t a n c e s , deeds, leases, c o n t r a c t s , and a l l o t h e r instruments s h a l l be s i g n e d by s u c h person or persons as shall be provided by general or s p e c i a l resolution of t h e Board, and i n t h e a b s e n c e of any g e n e r a l o r special resolution .applicable to any such instsument, then the instrument shall be signed by the Presicient or Vice President and Secretary or Treasurer. ARTICLE V I I Liabilitv o f Officers and D i r e c t o r s Section 7.1. Excul~ation. No director or officer of the Association shall be liable for acts, defaults, or neglects of any other director or officer, or for any l o s s sustained by the Association, unless t h e same has resulted from h i s own w i l l f u l misconduct or gross negligence. Section 7.2. Indemnification. No tf or re sa le u se (a) The Association shall indemnify any person who was or is a pasty or is threatened to be made a party to any proceeding (other than an action by or in the right of t h e Association) if that person is or was an agent of t h e Association, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner the person seasonably believed to be in or. not opposed to the best interests of t h e Associatian, and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of no10 contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed. ta the best interests of the Association, or that the person had reasonable cause to believe that the person's conduct was unlawful. (b) The Association shall indemnify any person who a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Association to procure a judgment in its favor because that was or is person is or was an agent of the Association, against expenses actually and reasonably incurred by the person i n connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Associati.an.j-except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the Association unless and only to the extent that the court in which the action or s u i t was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled t o indemnity for such expenses as t h e c o u r t deems proper. ( c ) To the extent that an agent has been successful on t h e merits or otherwise in defending any claim, issue, o r matter therein, t h e agent shall be indemnified by the Association against expenses actually and reasonably incurred by the agent in connection therewith. (d) m y indemnification under Sections 7.1 or 7.2 s h a l l be made by the Association only as authorized in the specific case upon a determination that indemnification of the agent; is proper in the circumstances because the agent has met re sa l eu se the applicable standard 05 conduct set forth in Sections 7.1 or 7.2, The determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (2) if a q u o m is not obtainable, by independent legal counsel in a written opinion, or ( 3 ) by t h e Owners, or ( 4 ) by the court in which the proceeding is or was pending upon application made by the Association or the agent or the actorney or other person rendering services i n connection with the defense, whether or n o t the application by the agent, attorney, or other person is opposed by the ~ssociation. No tf or (e) Expenses incurred in defending any proceeding may be paid by the Association in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall ultimately be determined that the agent is entirled to be indemnified by the ~ssociationas authorized in this section. (f) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreernentt, vote of t h e Owners or disinterested directors, or otherwise, both as to a c t i o n in a person's official capacity and as to a c t i o n i n a n o t h e r c a p a c i t y while holding such office, and shall continue as to a person who has ceased t o be an agent and shall inure to the benefit of t h e heirs and personal r e p r e s e n t a t i v e s of s u c h a person. ( g ) The ~ssociatiorlshall have the power to purchase and rnain.tain insurance on behalf of any a g e n t a£ the Association, against any liability asserted against or incurred by t h e agent in any such capacity or arising out of the agent's status as such, whether o r not the Association would have the power to indemnify the agent against such liability under.this section. Section 7.3. Director Conflicts of Interest. No c o n t r a c t o r other transaction between this Association and one or more of its directors or officers or any other corporation, f i r m , association, or entity i which one or more of its directors are directors or officers or a r e financially interested, s h a l l be either void or voidable because this relationship or interest o r because the d i r e c t o r or directors are present at the meeting of the Board or a committee thereof which authcskizes, approves, or ratifies the contract or transaction or because the votes of the interested director or directors are counted fur that purpose, if: (a) The fact of the relationship or interest is disclosed or known to the Board or committee which authorizes, approves, or ratifies . the contract or transaction by a v o t e or consent sufficient for the purpose without counting the votes or consents of the interested director or directors; or transaction is fair and re sa (c) The contract or reasonable to the Association. le u se (b) The E a c t of t h e relationship or interest is disclosed or known to the Owners entitled to vote and they authorize, approve, or ratify the contract or transaction by v o t e or written consknt; or tf or Common or interested directors may be counted in determining the presence of a quorum at a meeting .of the Board or a committee thereaf which authorizes, apprwes, or ratifies the c o n t r a c t or transaction. No Section 7.4. Refund of Pavments. Any payments made by the Association to or for the benefit: of any Owner or officer of the ~ssociation,including, without limitation as to the generality of the foregoing, any salary, commission, bonus, interest, rental, or entertainment expense, which shall be disallowed in whole or in part as a deductible expense of the Association by the Internal Revenue Service and ax the Department of axa at ion of the State of ~ a w a i i , shall be reimbursed to the ~ssociation by such officer or Owner to the full extent of the disallowance. ARTICLE VIII Miscellaneous Section 8.1. Fiscal Year. The fiscal year of the Association shall be the calendar' year or such other fiscal year as may be established by the Board from time to time. Section 8.2* Reserve Fund. The Board may ser aside such sum o r sums as they Draper, as a reserve fund, from which to meet .. contingencies or for extending or maintaining t h e Common A r e a or the property of t h e Association, or any part t h e r e o f , or f o r of the indebtedness o r o t h e r d e b t meeting any bonded (a) shall deem - (b) The Board m y invest: t h e sum or sums to set apart as a r e s e n e fund in such securities or other investments as i t s h a l l deem proper, and it may add the income f r o m s u c h i n v e s t m e n t s to the reserve fund. Amendments. le u Section 0.5. se S e c t i o n 8.3. Roberts R u l e s of Order. The most recent e d i t i o n of Roberts Rules of Order shall govern t h e conduct of a l l Association and Board proceedings, when not in conflict w i t h applicable law, the Declaration, the Articles of I n c o r p o r a t i o n or these Bylaws- sa ( a ) So l o n g as t h e Class 13 A s s o c i a t i o n Membership exists, t h e Declarant may unilaterally amend these Bylaws for any purpose. No Declaration. tf or re (b) AS long as the Class B Association Membership exists, any amendments of the Bylaws may be v e t o e d by the Veterans ~dministration f t l V A " ) , so long as the VA is guaranteeing any mortgage of a Lot subject t o t h e Declzration, o r by the Department of Housing and Urban Development ("HUDH), so l o n g as HUD i s i n s u r i n g any mortgage of a Lot subject t o the Except as otherwise specifically provided a b o v e , these Bylaws may be amended o n l y by the affirmative vote of. seventy-five percent (75%) of t h e Class A ~ s s o c i a t i o h Members and t h e consent of t h e Class B Association Member, so l o n g as s u c h membership exists. However, no amendment of these Bylaws may remove, revoke, modify, l i m i t , abridge, o r terminate any r i g h t or privilege of Declaranr without the written consent of Declarant or t h e assignee of such right or privilege. (c) ADOPTION OF BYLAWS The 'undersigned, on this 2F;th. day of Auuust I a l l of t h e d u l y elected, q u a l i f i e d and servinq members of t h e Board of Directors of ~ a u i a n iValley ~ o m m u n i t c Association, i n accordance with the laws of the State of 1993, being No tf or re sa l eu se Hawaii, do hereby, pursuant to s a i d laws, adopt the foregoing provisions as the Bylaws of Launani Valley Community Assaciation. L-394 STATE OF EFAWAII OFFICE OF ASSISTANT REGISTRAR : RECORDED 03:26 PM DEC 10, 1992 Doc No(s) 1978661 / s / S. FURUKAWA ASSISTANT REGISTRAR CONVEYANCE TAX: $0.00 AFTER RECORDATION, RETURN BY MAIL Irene Attention: PICK UP IXX) se Beh Anzai DOCUMENT : sa TITLE A. & le u Rush Moore Craven Sutton PSorry 745 Fort Street, Suite 2000 Honolulu, Hawaii 96813 or re DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF LAWAN1 VALLEY DECLARANT: No tf PARTIES TO D O m N T : WAIHUNA JOINT V E m E PROPERTY DESCRIPTION: : LIBER/PAGE/DOCUMENT NO.: t : D O r n N T NO. : : : TRANSFER CERTIFICATE OF TITLE NO(S).: SEE EXHIBIT DECLARATION OF COTIXXXNTS. CONDITIONS AND RESTRICTIONS OF fiAUNANI VALLEY TABLE OF CONTENTS ARTICLE 1 1.03 1.02 1.03 . RECITALS . . . . . . . . . . . . . . . ................... ................ The Property The Community Area Covenants. Conditions and Restriction8 ...... 1 1 1 1 .................. ................... ARTICLE 1x1 . DEFINITIONS . . . . . . . . . . . . . 3.01 DefinedTerms . . . . . . . . . . . . . . . . . . ARTICLE 3V . PROPERTY SUBJECT TO RESTRICTIONS . 4.01 Launani Valley: Initial Development . . . . . . . 2 . . . 7 7 .................. . . . ................... 9 ARTICLE I1 . DECLARATION 4.05 4.06 se . 5-05 5.06 7 8 9 . . . . .. .. .. .. .. .. .. .. .. .. .. .. .. 11 11 17 21 ................. 22 tf ....... Private Area: Construction and Alteration of Tmpsovements; Excavations . . . . . . . . . . . Cammon Area: Uses and Restrictions . . . . . . . No 5.04 2 10 PROPERTY CLASSIFICATIONS AND RESTRJCTIVX COVENANTS 5.01 Property Classifications 5.02 Private Area: Usee and Restrictions 5.03 2 I ... or ARTICLE V le u 4.04 Annexation of Property to the Community Area Additional Restrictions Affecting Added Real Property Withdrawal o f Property from Community Area Property Subject to Community Area Restrictions Annexation of Subsequent Developxnents . . . sa 4.02 4.03 Declaration re 2.01 Common Area: Construction and Alteration of Improvements Cotenancy U e a : Uses and Restrictions; Constsuction and Alteration of Improvements Lots Owned by Exempt Organizations Exempt Areas ... ........ ................... ............ . . . . . . . . ARTICLE VI . DESIGN COMMITFEZ . . . . . . . . . . . . . . . 6.01 Design Cornittee: Organization and Powers . . . . 6.02 Design Committee Meetings. Action. Compensation . . . . . . . . . . . . . . . . . . . 6.03 Design Committee Guidelines . . . . . . . . . . . 6.04 Estoppel Certificate . . . . . . . . . . . . . . . 6.05 Liability . . . . . . . . . . . . . . . . . . . . 6.06 Non-existence of Design Committee . . . . . . . . 5.07 5.08 5.09 Presumption of Compliance 5.10 Agricultural Operations 11 24 25 25 25 26 27 27 28 29 29 29 30 . . . ARTICLE V T ~ LAUNANS VALLEY ASSOCIATION 7.01 Organization 7.02 Association Membership . . . . . . . . . . 7 - 0 3 VotingRighta 7.04 Duties and Obligations of the Association 7.05 Powers of Aseociation 7.06 Rules 7.07 Limited Liability of Members of the Board; Indemnification 7.08 Exclusive Powera of the Association . ................... .... .................. . . . . . . . . . . .. .. .. .. ...................... . . . . . . . .. .. .. .. .. .. .. ARTICLE VIII . mMDS AND ASSESSMENTS . . . . . . . . . . . . 8.01 Operating F u n d . . . . . . . . . . . . . . . . . . 8.02 Initiation Assessment . . . . . . . . . . . . . . 8.03 Maintenance Assessment . . . . . . . . . . . . . . 8.04 Individual Special Assessments . . . . . . . . . . 8.05 Association. Declarant and Other Exemptions . . . 8.06 Default in Payment of Assessments . . . . . . . . 8.07 Collection of asessments by Sub-Associations . . . . .. .. .. .. .. .. .. .. .. .. ... .. ... le u se ARTICLE I X . MISCELLANEOUS PROVISIONS . . . . . . . 9.01 EunendmentorRepeal 9.02 Enforcement; Non-Waiver 9.03 Construction. Compliance with Lawa. Severability. Singular and Plural. Titles 9.04 Subdivision and Consolidation 9.05 Conveyance of Common Area; Reservation of Easements and Rights-of-way and Classiffcationof LandArea 9.06 Assignment of Powers 9.07 Condemnation of Common Area 9. 08 HUDApprovalofActions 9.09 Obligations of Owners. Avoidance. Termination 9.10 Notices. Documents. Delivery 9.11 Governing Law 32 32 35 38 39 40 40 40 40 41 43 43 43 44 45 45 46 46 47 ........... ............... . . . . . . . . . . ............. .. ........... . . . . . . . . . . . . . . 48 49 49 49 50 50 SO or re sa . . . .......... tf No 30 30 30 DECLARATION OF COVENANTS, CONDITIONS AND RE3I'RLCTIONS OF LA-1 VALLEY THIS DECLARATION OF COVENANTS, CONDITIONS RESTRICTIONS OF LRUUANI VALLEY is made by WAIWUNA JOINT VENTURE, a Hawaii limited partnership (hereinafter called aDeclarantD), whose address is 220 South Ring Street, Suite 680, Honolulu, Hawaii 96813, ARTICLE I. RECITALS 2.01 The. Declarant owns in fee ehtple certain real property located at Waipio and Waikakalaua, District of Ewa, City and County of Honolulu, State of Hawaii, more particularly described in Exhibit 'An attached hereto and made a part hereof (hereinafter referred to aa the mPropertyR). 2. Declarant intends to se 1-02 tf or re sa le u develop the Property with condominium apartmente, single family residences, cormunity facilities, parks, open space areas and such other related and complimentary uses purauant to a plan for a community development to be collectively named mLaunani V a l l e ~ .The ~ initial portion of the Property to be developed by Declarant as part of t h i e community development is de~cribedin attached hereto and made a part hereof (hereinafter Exhibit qB" referred to as the n C ~ n i Aream). y Other real property m y be annexed to the initial Community Area in the future pursuant to Article IV of this Declaration. The initial plan for Launani Valley is described in E x h i b i t 'Cn attached hereto and made a part hereof. No 1.03 Covenants. Conditions n . In order to enhance the orderly and proper development and use of the Community Area pursuant to the plan for Launani Valley, to protect the value, desirability and attractiveness of the Community Area and to promote the quality of improvement and use of the Community Area aa a whole, Declarant wishes to s u b j e c t a11 of the Cormrmnity Area ta certain mutual covenants, conditione, and restrictions which will inure to the benefit of all present and future owners of the Comnity Area. ARTICLE 11. DECLARATION 2.01 p e e l a r a m . Declarant hereby declare^ that the Community Area shall be held, sold, conveyed, encumbered, leased, occupied and improved subject to the covenants, conditions and restrictions e e t forth in this Declaration, a11 of which are established and declared and agreed to be for the purpose of enhancing and protecting the ~ l u s desirability , and attractivenes~ of the Comnity Area. These covenants, conditions a d restrictions ahall create mutual equitable servitudes upon each tot within the Commmity Area i n favor of every other Lot within the Camnity Area and shall create reciprocal right0 and obligations in, between and among all persons and/or entities having any right, title or interest in and to any Lot within the Cormmrnity Area or any part thereof. I n addition, said covenants, conditions and reetrictions shall run with the Cormrmnity Area and any Lot therein aad shall be binding upon all parties having or acquiring any right, title or i n t e r e e t in and to the Comnity Area or any Lot t h e r e i n , and 8-11 inure to the benefit of Declarant, the ~saociation, each Owner and each successor in intere~tof such Owner. ARTICLE 111. DEFINITIONS sa l eu se 3.01 Defined-. The t e r n defined in this Uticle I11 shall have the following meanings for the purposes of this Declaration, unleas otherwise specified or indicated by the context in which they are used: R ,Amexins Declaratfan* shall mean this Declaration and any Supplemental Declaration of Covenants, Conditions and Restrictions to this Declaration formally annexing additional property to the Community Plrea, or Ownan shall mean the Owner of an tf astment Apartment. shall mean an apartment, a s defined in Revised Statutes, as amended. re B -m C h a p t e r 514A, Hawaii No u&rchit.eckw shall mean a person registered to practice architecture, profeesional engineering or landscape a r c h i t e c t u r e in the State af Hawaii puseuant to Chapter 464, Hawaii Revised Statutes, as amended, or pursuant to the laws of the state of his principal place af buainese. plsticlw of Xn-oratio~" shall mean the Articles of Incorporation of t h e Asadciation d u l y f i l e d with the Department of C m e r c e and Consumer Affairs of the State of Hawaii, as the same may be amended from time to t h e , II wmsociatianR shall mean the Launani Valley Community Association, a Hawaii nonprofit corporation to be organized pursuant to Article VIT, and its successors and assigns. ~3m u c i a s e r a shall have that meaning as defined in Section 7 . 0 2 herein. Association. shall mean the Board of Directors of the Bglureau o f C o n v e m A shall mean the Bureau of Conveyances of the State of Hawaii and the Office of the Assistant Registrar of the Land Court of the State of Hawaii, as appropriate. u13y-La~smshall mean the By-Laws of the Association, as the 8 m e may be amended from time to time. acornon Areaw shall mean the portions of the Community Area (including easements, drainage and flowage areas and open space areae) owned in fee or leasehold by the Association for the comon use and for the benefit of the Ownere, together with all of the ImprovementB constructed thereon from time to time, which Comrnan Area shall not be considered a Lot, re sa l eu se wCommunitv Area-hall mean the portion of the Property described in Exhibit " B U together with such other property or properties which are annexed to the Community Axea from time t o time in the future pursuant to Article IV (less any property withdrawn therefrom) , consisting of Private Areas, Common Areas and any other special uae areas deecribed in Exhibit " C M or in an Annexing Declaration. tf or m~ondominiumR shall mean a condominium project or condominium property regime as defined in Chapter 514A, Hawaii Revised Statutea, as amended. No mCotenanc~Aream shall mean any portion of a Private Area owned by more than one Owner or a Sub-Association to be uaed and maintained for multiple Owners, and any comon area or limited common area as defined in a declaration by such Owners or the members of the Sub-Association, including, without limitation, roads, driveways, parks, open apacea and any common area or limited comon area as defined in such declaration. A Cotenancy Area shall not be deemed a Lot. The intereat of an Owner In a Cotenancy Iuea shall be deemed appurtenant to the Lot or Apartment owned by such Owner. eclarankm shall mean Waihuna Joint Venture, Hawaii limited partnership, ite successors and assigns. shall mean thia Declaration Covenants, Conditions and Restrictions of Launani Valley, sonu a of "Dedicated Roadwav* shall mean any a t r e e t or roadway within the C o m n i t y Area dedicated by the Declasant ox the Associatian to any governmental body. ~ommjhal mean the Deaign C o h t t e e Sf a -i created pursuant to Article V1 of this Declaration.' Qesitrn GuidelinesA ehall mean the design and development guidelines and applications and review procedures applicable to all construction activities within the Community Area that are adapted by the Deeign C m i t t e e pursuant to Section 6.03 of this Declaration. II 3 g x c a v a t a m shall mean any disturbance of the surface of land (except temporarily for planting) which re~u3ts in the removal of earth or rock to a depth of more than eighteen inches. aBxemt Orcranizatiann shall mean any private r&ligiaus, educational, cammunity or civic nonprofit organization. re sa le u se "Familyn shall mean one or more persona, all related by blood, marriage or legal adoption, living and cooking within a Residence as a single, non-profit housekeeping unit, or unrelated persons living and cooking within a Residence as a single, non-profit housekeeping unit; provided, however, that the number of pereons living within a Residence shall not exceed the standards and requirements set forth by the State of Hawaii Department a£ Health. or "Pills shall mean any addition of rock or earth materials to the auriace of the land which increases the previous elevation of such surface by more than eighteen inches. shall mean the f i a c a l year of the No tf "fiscal Yearw association. "Garasem shall mean a garage for a motor vehicle, including a carport or similar outbuilding appurtenant to a Residence, whether or not connected to the Residence. nG~vernmenfal AsencyR shall mean any department, division or agency of any federal, state or municipal government, and any public or private utility. Rm*shall m e a n the Federal Housing Administration of the U.S. Department of Housing and Urban Development, and any auccesaor agency authorized by the federal government to insure loans eecured by mortgages of residential real property. f m a r o v ~ & ~ shall mean all buf ldings, outbuildings, grading, roads, drainage facilities, driveways, parking areas, loading areas, screening walla and barriers, fences, retaining walla, poles, signs, water lines, sewer facilities and pump R stations, electrical and gas transmiasion and distribution facilities, irrigation facilities, hedges, windbreaks, plantings, planted trees and shrubs, ponda , exterior illumination, and all other structures, installatione and landscaping of any type or kind, whether on, above or below the aurface of the land. yndividual Special B R ~ ~ s m e n t " shall mean any assessment levied by the Association pursuant to Section 0 . 0 4 , -mentRi ' shall mean the fee assessed to each new Association Member upon such Owner taking title to a Lot from Declarant pursuant to Section 8.02. uured M o r t w n shall mean a mortgage of a Lot securing a loan fnaured by IND. se "Launani V a m n shall mean the planned community to be developed on the Property as described in Section 1.02, le u 'Hgt;" shall mean any residential lot within the Private W e a designated by Declarant for a single-family dwelling or any Apartment fn a Condominium within the Private sa Area. re mMain C o l b c t o r Stree_ts shall mean Wikaa Street and any other street identified as a Main Collector Street in an Annexing Declaration. No tf or ABint.enance Asseasmentn shall mean any monthly or periodic fee assessed to an Association Member pursuant to Section 8.03. "pfanascA shall mean the person or corporation appointed to manage the Community b e a , pureuant to Section 7.05 ( d l . "peIllrbers shall mean a Member of the Design Camittee appointed pursuant to Section 6.01. shall mean a notice delivered pursuant to Section 9.10. nq ada s h a l l mean the fund created purauant to Section 9.01, w@merB ahall mean a person, corporation, partnership or other legal entity who is the beneficial owner of the fee simple or leaeehold interest in any Lot, including the purchaser of a Lot under an agreement of sale; provided, however, that : ta) for the purpoaee of limitations and restrictions e e t forth in Article v, Owner ahall not include Declarant with respect to any hot owned by the Declarant ; (b) Uvner shall include for the purposes of Article V, unless the context requires othemise, the Family and les~leesof any Oluner. m P r i ~ Areaw t ~ shall mean the portions of the Community Area which are planned for single-family and multi-family residential use and related community facilities, or have been developed into Residences and related community facilities and which are or may be clas~ified as such in an Annexing Declaration. mJ?rnw~rtym shall mean t h e particularly described in m i b i t mA"i. real le u se The term with respect to subdivision map ehall mean to record or file subdivision map in the Bureau of Conveyances Hawaii and/or in the Office of the Assistant Land Court of the State of Hawaii. property, more any document or such document or of the State of Regietrar of t h e or re sa 'Recreational Facilitvq shall mean any improvement used for or in connection with any recreational purpose or" activity, including without limitation, park and playground Eacilitie~. No tf "esidence" shall mean an Apartment or a single-family dwelling building on a Lot within the Private Mea used for residential ptrrposea, together with a Garage, if any. e s t r i c t i o n ~ ~ shall mean the coSenants, conditions and restrictions contained in this Declaration, a8 amended from time to time. wJZoaaR shall mean any paved vehicular way constructed within or upon any portion of the Common Area or the Cotenancy a r e a , excluding any apron or: other paved area constsucted for the purpose of providing paved accese from such way to any Private Area or Cosnnercial Rrea, or within any Cotenancy Area. ugule&w aha11 mean the mlea to be adopted pureuant to Section 7.06, as amended from time to time. ahall mean an association of Property Owners of portfona of the tl Apartment Owners or Cormunity Area. @ S u b d i v i m B shall mean the division of any parcel of land into two or more parcels of land. n &&division shall mean Mags map Subdivision recorded in the Bureau of Conveyaace~. showing a se aVisiblefrom a Nexshborins Lot;' shall. mean ~ 5 t h respect to any given object or activity, that such object or activity is or would be in any line of sight originating from any point s i x feet above any adjoining Lot upon which a single family residence is located or parcel of land upon which a Condominium is located, excluding contiguou~Lots or parcela of land owned by the Owner or Owner ( 8 ) involved, or above any parcel of land constituting Common Area, Cotenancy Area or Road, assuming that such adjoining Got or parcel of land has the same elevation ae the Lot or parcel of land upon which such object or activity i a located. ARTXCLE IV. PROPERTY SUBJECT TO RESTRLCTIONS . &aunani Valley: I n i t W Develo~np.nL. le u 4 No tf or re sa (a) The real property initially subject to the Re~triction~ shall be the portion of the Property described in Exhibit "3" compri~ingthe Community Area, as the aame shall be held, sold, conveyed, encumbered, leased, occupied and improved. The initial Community Axea together with such other real property as may be annexed to comprise the Community Area shall be eubject to the Restrictions. Other real property may from time to time be annexed to the Cornunity Area pursuant to Sections 4 . 0 2 and 4 - 0 6 . general plan of taunani Valley which showa the proposed eize and location of various developments that may be developed on the Property is attached hereto as Exhibit a C A , Declarant currently plans to incrementally develop separate condominium projects in the areas deeignated on the general plan as villages I through V. In other areas shown an the general plan, the Declarant may develop single family residences. The general plan a l ~ oshowa the proposed s i z e and location of a proposed Common Axea which is currently planned as a park. (b) All of the initial C o m i t y Axea described in Exhibit '3" ehall be claasified as Private Area. 4.02 -ofertv to t h e C o mnit v As=. Declarant hereby reaerves and shall have the right, but shall not be obligated, to annex other real property to the C o m n i t y Area, including without limitation any real property that may be withdrawn pursuant to Section 4.04, without being required to obtain the approval, joinder or consent of any person or group of persons, Including without limitation the Associatfon, any Sub-Association, any Owaer or any mortgagee, lien holder or any other person who may have an interest in the Community Area or any Lot, upon satisfaction of the following requirements: (a) Declarant is the owner in fee elnqple of the real property to be annexed; ( 1 Declarant shall record an Annexing ~eclaration, which may coneiat of one or more docwnents, which, among other things: (I) describes the real property which i a to be annexed t o the Community Area; se ( 2 ) sets forth or refers to the restriction^ and to such other and further limitations, restrictions, covenants eu and conditions which are to be applicable to such real property; sa l (3) declares that such real property is to be held, s o l d , conveyed, encumbered, lea~ed,occupied and improved subject to the Restrictions; and real property aa Private or other special uee areae pursuant to or Section 5.01; re (4) c l a s ~ l i f i e s auch Area, Common Area No tf (c) Following annexation of auch property to the Community Area, Declarant may further subdivide ~ u c h real property pursuant to a duly recorded Subdivision Map; and ( d ) Declarant may exercise t h e rights reserved in t h i s S e c t i a n 4.02 at any time prior to December 31, 2012. 4.03 proDerty. Udirional Rwtrictian~ Affecting Added Real Any provision in thia Declaration to the contrary notwithstanding, Declarant hereby reserves and shall have the right, but shall not be obligated, to subject the real property added to the Community Area to such other covenants, c o n d i t i o n r ~ and restrictions as Declarant may deem appropriate, by recording a declaration as provided in Section 4.02, without being required to obtain the approval, joinder or consent of any person or group of persons, including without limitation the Association, any Sub-Association, any Owner or any mortgagee, lien holder or any other person who may have an interest in the Camunity Area or any Lot. Such other covenants, conditions and restrictiom m y include but are not limited to: , (a) The designation of land classificatione not provided for in Section 5,01 and such covenants, conditions and restrictions with respect to the use of real property in such land classifications as Declarant m y deem appropriate; and b Such additional covenants , conditions and restriction8 with respect to the land classifications provided far in Section 5.01 and to such real property added to the Community Area as Declarant may deem appropriate, provided that additional cwenants, conditions and restrictions ehall be subject to the Restrictions and shall be exclusively applicable to such real property annexed to the Cormmrnity Area. No tf or re sa le u se Declarant hereby reserves and shall have the right, at any time, so long as Declarant holds the unexpired sight to annex real property to the Community Area, to amend this Declaration unilaterally for the purpose of withdrawing portions of the real property from the Community U e a , thereby releasing such property from the Restrictfona, without prior notice and withaut being required to obtain the approval, joinder or coneent of any person or group of persons, including without limitation the Association, any Sub-Association, any Owner or any mortgagee, lien holder or any other person who may have an interest in the Community Area or any Lot, provided that (a) Declarant is the sole owner of the real property to be withdrawn, and b withdrawal is not unequivocally contrary to the development of Launani Valley. Upon auch withdrawal, the real property withdrawn shall no longer comprise a portion of the Community Area, A withdrawal of any real property from the Community Area shall be effective upon the execution and recordation of a document which describes auch real property and declares such property to be withdrawn from the provisions of thia Declaration. m r t v Sub e c t to Communit~Area Restrictions. (a) No real property, except that described in mibit .Bn and except that epecifically annexed as hereinbefore provided, shall be deemed subject to the Restrictions, whether shown on any Subdivieion Map or other map filed by Declarant or described or referred to in m y document executed or recorded by Declarant. Nothing contained in t h i e Declaration or in any Annexing Declaration ehall be deemed to be a representation or warranty that Declarant will commit or subject to the Reetrictions, any real property Declarant now owns or may hereafter acquire; and (b) the designation of any t or other area as a Private Area, C m o n Area, Cotenancy Area, Road, school or park or for any other type of use on any map tiled by Declarant. shall not be deemed a dedication or representation or warranty that such Lot or area i8 or will be used, restricted t o euch use, nor shall any Owner, the public, any publie agency or any other person acquire any interest in or r i g h t e t o such L o t or other area by reamn of auch deeignation. sa le u se The Aesociation may, with the consent of the person(s) holding title to the real property to be annexed, pursuant to the provieione of thie section, from time to tinre and in it8 sole discretion, annex to the C o m i t y Area all or any part of any real property situate in Waipio and Waikakalaua, District of Bwa (not then constituting a part of the C~mmunity Al-ea) upon approval by an affirmative vote of not less than seventy-five percent ( 7 5 % ) of all Clase A Aaeociation Mambers and the Class B Aseociation Member, if any, as defined in Section 7.02, and Declarant (if such real property is not owned by Declarane) , at a meeting duly called for this purpose, written notice of which meeting shall have been sent to all Association Members not less than 30 days in advance of the meeting, setting forth the purpose of the meeting. or re (a) The annexation of euch real property shall become effective and such real property ahall become a part of the Cormunity Area when Declarant or -sociation and the Ovner (s) of the real property to be annexed shall have recorded: No tf (1) An Annexing Declaration which: (i) describes annexed to the Community Area; the real property to be sets forth or refers to such additional fif) or other covenants, conditions and restrictions applicabLe to such real property; (iii) declares that such real property is held and shall be held, old, conveyed, encumbered, leased, occupied and improved subject to the Restrictions; (iv) clasaifiee such r e property as Private Area, Cosrmon Area or such other clasaification(s) as the Association may deem to be appropriate for the development and use of such real property; and (v) describes any conditions under which such real property shall become annexed to the Community Asea. (2) a Subdivision Map, with respect to the real Property described in such Annexing Declaration, if such a map covering said real property has not previously been recorded. (b) The Annexing Declaration may, with respect to all or any part of the real property described in such Annexing Declaration, provide such new land classificatione not then provided for in Section 5.01 and such covenants, conditions and restrictions as the ~aociationmay deem to be appropriate for the development and uae of such real property; and (cj The &sociation may impose an annexation fee to be paid in addition to the Initial h s e s a m e n t . ARTICLE V. PROPERTY CLASSIFICATIONS AND RESTRfCTXVB COVENANTS private Area: Usea and R t ? s t r a c t x o W - sa 5.02 le u se All the real property within the Community Area shall be classified into one of the following areas: (a) Private Rrea; (b) Common Plrea; and (c) other special use area8 designated in Exhibit @ C R or in an Annexing Declaration. Declarant may amend any of the foregoing classifications from time to time pursuant to Sections 9.01 and 9.05. t . or re Each Lot in the Private sea ahall be for the exclusive use and benefit of its Owner, subject, however, to the following covenants, conditions and restrictions: No tf la) Only one Family (including domestic servants and transient guests) ehall occupy each Lot in the Private Area, and each Owner ehall construct only one aingle-family Residence (which may include a guest room without a kitchen connected to the main dwelling) on any Lot in a Private Area designated for single-family residential purposes. (b) N o Owner o t h e r than Declarant shall make any improvement or perform other work which alter8 any Lot in any way from its unimproved or improved state existing on the date such Lot was first conveyed or leased by Declarant to the Owner of aurh Lot, except in compliance with the provisions of Section 5.03. No Qhmer of a Lot bordering on a Main Collector Street shall alter any landscaping or fencing visible from such Main Collector Street without first obtaining the approval of the Design Committee In accordance with Section 5.03. ( c ) Each Owner shall use h i s Lot cxcluaively for residential purposes, and shall not use any building or BtrUct~m on a Lot aa a tenement houee, rooming house or apartment house, and shall not use any fiot or structure on a Lot for or in connection with the conduct of any trade or busineas; provided, however, that, eubject to applicable law, nothing in this paragraph (c) shall be deemed to prevent: a ( 1 ) any artist, artisan or craftsfrom pursuing hie artiatic calling upon a Lot, if such artist, artisan or craftsman also uses such Lot for residential purposes, is eel£-employed and hae no employees working on such Lot, and does not sell or offer any work of art for @ale to the public on the Lot; ( 2 ) Deelarant or any Owner fram renting the Residence on any Lot ism time to time, subject, however, to the Restrictions; (3) Declarant from operating a temporary sales of£ice from any Lot; or sa le u se {41 The use of a Lot for the purpose of providing child care services in a family child care home which is either licensed by the Department of f l w Sentices of the State of Hawaii or legally exempt from such license requirements (under rules or regulations promulgated by the Department of Human Services). No tf or re Id) Each Qwner shall maintain all Improvements erected on h i s Lot and all landscaping and vegetation planted on such Lot from t h e to time in good and clean condition and repair and in sueh manner as not to create a fire, safety, or health hazard to the Comnity Area or any part thereof, at such 0wner88 sole cost and expenae. The Owner of any Lot shall maintain in a neat and attractive condition any planting strip or portion thereof lying between the aidewalk and the street bordering such Lot. Each Owner of a Lot b~rdering on a Main Collector Street shall maintain or cause to be maintained in a neat, clean and healthy condition all landscaping visible from H U C ~ Main Collector Street. (e) Each Owaer of a Lot will maintain {or cause his Sub-Aaaociation, if applicable with respect to areas to be maintained by such Sub-Association, to maintain) in good repair any fence or wall along any street boundary of his Lot or within the Cotenancy Area, respectively, which had been erected by Declarant, and will also maintain any fence or wall erected by Declarant on h i s Lot or within two feet of any common boundary between his Lot and his neighborfa Lot. Each Owner with a fence or wall along such a eomon boundary shall be liable to the Owner of the adjoining Lot for half the coet of maintenance or repair of such fence or wall incurred by such Owner of t h e adjoining Lot, unless sueh fence or wall is maintained by a Sub-Association. (f) No Obmer shall subdivide or consolidate and resubdivide a Lot or Lots to create additional residential Lots, except pursuant to the prwisions of Section 9.04. (g) No Chuner shall place or use exterior speakers, horns, whistles, bells or other sound deviee~l on any Lot, except security devices used exclusively to protect the eecurity of the Lot and Improvements thereon. (b) No Owner shall keep or maintain any animals on any Lot other than a reasonable number of dogs, cats and other generally recognized household pets, but such animals shall not be bred or offered for sale or other commercial purposes. No Owner shall keep or rrraintain fowl or birds, other than canaries, parakeeta or other songbirds of a reasonable eize and in reasonable number on any Lot. No Owner shall keep or maintain aahnala or birds which are a nuisance to neighbors. (1) auch le u se (if No Owner shall erect any sign upon any Lot, including without limitation, commercial, political or similar signs which are Visible from a Neighboring Lot except: aigne as may proceedings ; be required by legal re sa 12 1 ore or more residential identification signs having a maxjmum combined area of one square foot per Lot; No tf or ( 3 ) during the construction of any Residence or other improvement, a job identification sign having a maximum area of six (6) square feet and of the type usually displayed by contractors, subcontractor^, financial institutione and t radeamen; (4) no more than one V F §alea ~ or RFor RentA sign having a maximum area of three equare feet, such sign to refer only to the Lot an which it has been placed; and ( 5 ) banners, aigne or displays of a reasonabLe e i z e and in reasonable number which comernorate commonly recognized holidays and festivals, except that such commemorative banners, signs or displays shall be removed promptly after the d a t e on which the holiday or festival ia obslerved. f j ) No Owner s h a l l keep, place or maintain any house trailer, mobile hame', p e m n e n t tent or eimilar facility or structure upon any Lot at any time; provided, however, that this paragraph shall not prevent an Owner from maintaining temporary construction shelters for a period not to exceed one year to be used exclusively in connection with the construction of any work or improvement permitted in Section 5.03. (k) No Obzner shall keep, place or maintain any t r u c k of more than one ton capacity upon any Lot in such a manner that such truck is Visible from a Neighboring Lot; provided, however, that this paragraph ahall not prevent an Owner from maintaining construction equipment for a period not to exceed one year to be used exclusively in connection with the construction of any work or improvement permitted by Section 5.03. se (1) No Owner shall construct, place or maintain any accessory structures or building0 upon any Lot prior to the construction of the main structure of the Residence; provided, however, that this paragraph shall not prevent an Ovnes from maintaining a temporary construction shelter for a period not to exceed one year to be used exclusively in connection with the construction of any work or improvement permitted in Section 5.03. No tf or re sa le u (m) No Owner shall construct, reconstruct or repair any trailer, vehicle or boat upon any Lot in such a manner that such construction, reconstruction or repair is Vieible from a Neighboring Lot, nor shall an Owner maintain any vehicle not in good operating condition upon any Lot so as to be Visible from a Neighboring Lot; provided that this paragraph shall not prevent an Owner from performing maintenance work and minor repairs on his own trailer, vehicle or boat in his Garage. Without limiting any other remedy set forth in this Declaration, the Association shall have the right to enter any Lot to remove any trailer, vehicle or boat being constructed, reconstructed or repaired in violation of this Section to a public dump, a repair shop, or a storage yard. The Owner of the Lot shall be responeible for all costs involved (whether or not he i the owner of the removed trailer, vehicle or boat) and a h a l l pay to the Association all costs incurred. Neither the Association nor its agents aha11 be liable for trespass, for invasion of privacy, or for conver~ionor any damages for the removal of such trailer, vehicle or b a t . (n) No Olsner ahall keep garbage as trash on any Lot so as to be Visible from a Neighboring Lot, except in closed receptacles screened from view from any adjoining street, and no accumulated waste plant materials will be permitted on any Lot, except as part of an established c q o s t pile maintained in such a manner ae not to be Vieible from a Neighboring Lot. ( 0 ) No Owner shall openly atore furniture, fixtures, appliances and other goods and chattela not in active use eo as to be Visible from a Neighboring Lot, and no Owner shall keep outside clothes lines or other outside clothes drying or airing facilities except within a fenced yard and not Visible from a Neighboring Lot. ( p ) No Owner ehall permit m y exterior fires, except reasonably sized barbecue fires, or shall permit any condition on hie Lot which creates a f i r e hazard. (q) No vehicular access is pedtted from any Lot to a Road over a Boundaq which is indicated on the subdivision map covering the Lot to have restricted acceae, nor over any strip of Cormnon Area Lying between the boundary of a Lot and a Road (except where euch acces~ w e r euch C m o n Area is the only access from the Lot t o any Road and an easement hae been obtained from the Association). No Owner ahall cut any curb along any Road adjacent to any boundary which is shown on the subdivision map aa having restricted access. sa le u se (r) No Owner ehall park a motor vehicle on any sidewalk area or on any Common Area or an any portion of a Lot, except in designated parking stalls, a Garage or on a paved driveway area. No Owner shall keep any motor vehicle on any Lot unless such motor vehicle ia in operating condition, ia currently regietesed with the Department of Motor Vehicles of the City and County of Honolulu and bears a current safety inspection sticker, No Owner ehall keep any boat, trailer or truck camper on any Lot except in a Garage. No tf or re ( 8 ) No Owner shall use a Garage for other than the parking of motor vehicles and boats, unless the Garage is enclosed so as not to be Visible from a Neighboring Lot and normally kept cloaed. No Obmer shall use a Garage as a laundry or for storage purposes unless the Garage is enclosed. (t) No Owner shall violate or permit the violation an his Lot of any applicable law or ordinance pertaining to zoning, buildings, f i r e s , aigns or other mattes relating to the use and development of his Lot. (u) No Owner shall undertake an activity upon any Lot or in or about any Lot which would unreasonably disrupt or impair the privacy and quiet enjoyment of any other tat or Owner thereof. No Owner shall undertake nor permit any unlawful activity on any Lot. {v) No Owner shall construct any building or structure between the etreet boundary of the Lot and any applicable building setback line along such boundary; provided, however, that an Owner may conetruct walks, fences, walls, driveways and garbage receptacle enclosures if not otherwise in violation of any other restriction contained in this Declaration o r i n the Deeign Guidelines. (w) NO Owner may install liquid petroleum gas tanks on any Lot without obtaining prior witten approval of the Design Committee. (XI No Owner shall install or maintain any antenna or satellite dish which i a Visible from a Neighboring Lot except that an Owner m y install an antenna ox satellite dish not exceeding ten I101 feet in height above normal grade area if Such a n t e m or satellite dieh is not visible from the adjacent streets. (y) All telephone and electric power lines, water pipe line^ and all other conduits for utilities shall be installed underground when outside the walls of a Residence. (z) No Owner other than Declarant shall remove any tree within 25 feet of the property line of any Lot without the prior approval of the Design Committee. le u se (aa) No Owner other than Declarant may plant trees within any setback area established in the Design Guidelinee without the prior written approval of the Design Committee. sa Cbbl 'No Owner may use second hand or used lumber or other material in any construction on any Lot. No tf or re (cc) If due to the peculiar location, size o r topography of a particular Lot, an Owner cannot reasonably build a Residence without violating a specific pravisibn of this Section 5.02, the Board shall have the authority, with.the p r i o r written approval of the Design Committee, to grant a variance from auch specific restriction permitting such Owner to proceed to build and occupy a Residence without regard to the specific restriction, (ddl The Association ahall have the right~l s e t forth in Section 7.05 with respect to each Lot. (eel Any covenant, condition and restriction set forth hereinabove in this Section 5.02 that pertains to an area in whole or in part constituting comon elements of a Condominium over which the Sub-As~ociationof such Condominium has control and authority shall obligate or seatrict, as appropriate, the Sub-Associat ion of such Condominium i n addition to each Owner who ie a member of the Sub-Association. (ff) During the course of development and construction on any L o t , the terms of this Section 5.02 will be waived for Declarant to the extent necemary to permit construction of a Residence. No Orner or Sub-Association may construct, reconBtrrrct, refinish, alter or maintain any improvement upon, under or above any Lot or a Private Area, or make or create any Excavation or Fill thereon, or make m y change in the natural or existing surface drainage thereof, or install any utility line ( w i r e or conduit) thereon, except in compliance with the Design Guidelines and a13 provfaiana of this section: (a) Except to the extent reasonably necessary for the reconstruction ar alteration of any such construction, hprovernent for which the Owner or Sub-Association has obtained appr0~a.l from the Deeign Committee pursuant to this Section 5.03: (1) No Owner or Sub-Association ahall conduct Excavation or F i l l which would be Visible from a Neighboring Lot; and se any No tf or re sa le u (2) No Owner or Sub-Association shall inatall a power, telephone ox other utility line (wire or conduit) on or under any Lot in a Private Asea which would be V i s i b l e from a Neighboring Lot, The Association shall, in the event aE any violation of the provisions of this subsection, restore such Private Axea to its state existing immediately prior to such violation, including the removal of any unauthorized power, telephone or other utility line. The Owner of the Lot or Sub-Association shall reimburse the Association for all expenBeB incurred by the Association in performing any curative action under this subsection. tb) Any Owner or Sub-&sociation prapo~ing to construct, reconstruct, refinish or alter any part of the exterior of any improvement Visible from a Neighboring Lot, or to perform ;my other work which requires prior written approval of the Design Committee, aha11 apply to the Deaign Committee far approval in the following manner: (1) In the case of Improvements having a cost exceeding $25,000.00 (as this sum may be modified from time to time by the Deaign Codttee, with the approval of the Board): [I) The Owner or Sub-Msociation shall eubmit to the Design Comittee prior to construction, preliminaxy plans for the propo~edImprovements, prepared by an Architect showing the ImprovementB in detail with dimensions. The Design Comittee ehall review and ehall either approve or disapprove such preliminary plans in writing within t h i r t y (30) days after submission, and in the event of disapproval, shall state in writing the reasons for disapproval. The Design Committee's failure to approve or disapprove the preliminary plans within aaid thirty (30) day period shall be deemed an approval of said preliminary plans. or re sa l eu se (ii) Following approval of the preliminary plans, the Owner or Sub-Association shall submit the final plans and specifications ('final plansn) for the proposed Improvements to the Deaign Committee in duplicate, including where appropriate, a plot plan showing easements, setback and contour lines, the location of a13 existing and proposed improvements, the proposed drainage plan, the proposed sewage disposal facilities, the location of all existing trees having a height in excess of six feet or a trunk measuring s i x inches or more in any diameter at ground level and indicating which trees (if any) the Otsner or Sub-Aseociation plans to remove, and the location of all proposed utility installations. The final plans ehall indicate all exterior materials, finiahes and colors to be used. The Owner or Sub-Aesociation ehall aleo indicate its proposed construction echedule, and shall pay a seasonable fee as established by the Dersign Comittee for plan review and inspection. The Design Committee shall review and shall either approve or disapprove the final plans in writing within thirty ( 3 0 ) days after submission, and in the event of di~approval shall state in writing the reasons for disapproval. The Design Committee's failure to approve or dfeapprwe the final plaas within eaid thirty (30) day period shall be deemed an approval of the final plans. The Design Comittee shall not disapprove any final plans on account of any matter prcvioualy pseeented and approved in the preliminary plans. No tf ( 2 ) In the case of exterior Improvements having a cost of $25,000.00 or lese (as this sum may be modif fed from time to time by the Design C m i t t e e , with the approval of the Board), the Owner or Sub-Association shall submit to the Design Comittee for approval prior to construction final plans for the proposed Xmprovernents, including where appropriate a plot plan showing easements, set back and contour lines,. the location of a11 existing and proposed Improvements, the proposed drainage plan, the proposed aewage di~posal facilities, the location of all existing trees having a height in excess of six feet or a trunk measuring six Inches or more in any diameter at ground level and indicating which (if any) the Owner or Sub-Association plane to remove, and the location of all proposed utility installations. The final plans shall indicate all exterior materiala, f i n i s h e s and colors to be used. The Owner or Sub-Aesociation shall also indicate its proposed construction schedule, and shall pay a reaeonable fee as established by the Design Committee far plan review and inspection. The Design Committee shall review and shall either approve or disapprove the final plans in writing within t h i r t y (30) days after subrniesion, and in the event of disapproval shall state in writing the reasons for disapproval. The Design Committee's failure to approve or disapprove the final plans within eaid thirty (30) day period shall be deemed an approval of said f i n a l plane. (c) NO approval of the Design Committee shall be r e w i r e d for any interior Dqrovementa or alterations that are not visible f r h outside a L o t , However, rnodfficatians or alterations to the interior of screened porches, balconiee, deck% patios, or m y other portions of the Lot v i s i b l e from outside t h e Lot shall be subject to approval, No approval of the Design Committee shall be required for reconstruction, refinishing, or repainting in accordance with the plans for Improvernente or color scheme previously established by Declarant or previously approved by the Design Committee. No tf or re sa le u se (dl The Design Comitteela approval shall be valid for a period of one (I) year after the date auch approval is given and shall be deemed revoked if the Owner shall not have commenced the approved construction, reconstruction, refinishing or alteration within the one ( 3 ) year period or shall not thereafter have completed the same with reasonable If the Owner or Sub-Association has not so diligence. commenced the approved construction, reconstruction, refinishing or alteration within the one (I) year period, then the Design Committeers approval shall lapse and the Owner or Sub-Association shall be required to resubmit final plana and The specifications to the Design Committee for approval. Design Comittee s h a l l either approve or disapprove the resubmitted final plans and specifications in writing within thirty (30) days after resubmission and in the event of dieapproval shall state in writing the reasons for disapproval. The DesSgn Comittee' s f a i l u r e to approve or disapprove the resubmitted final plans within s a i d thirty (30) day period shall be deemed an approval of said final plans. The Design Comittee may reguise another plan review and inspection fee. (e) The Owner or Sub-Msociation shall give written notice to the Design Comittee within fourteen ( 1 4 ) days after the completion of construction of any Xmprovementa or other work for which plans and specification were approved by the Design Committee pursuant to this section. The Design Camittee shall inspect such Improvements or other work within thirty (30) days a f t e r the Owner or Sub-Association gives such written notice to the Design Committee. If the Design Committee finda that such Improvements or other work were not constructed in substantial compliance with the approved plana and specifications, the Oeeign Committee ehall notify the Owner or Sub-Association of such noncompliance and require the Owner or Sub-Association to remedy such noncompliance within sixty (60) days from the date oE such notice. If the Owner or Sub-Association shall fail t o remedy euch noncompliance within said sixty (60) day period, or if a longer time is reasonably rewired, and the Owner or Sub-Association hae failed in good faith to commence a remedy within said sixty (60) day period and ie not diligently pursuing a remedy, the Design Camnittee shall notify the Association of such failure, and the Ueociation may take any reasonable Btepa to remedy the noncompLiance or to restore the Lot to its pre-existing condition and may assess the Owner or Sub-Bssociation for all expenses incurred by the Design Camittee. The Design Comittee'8 failure to notify the Owner or Sub-Association of any such noncompliance within thirty (30) days after receipt of such notice of completion shall be deemed approval of completion in accordance with aaid approved p l a n a . le u se ( f f The provisions of this Section 5.03 to the contrary notwithstanding, ao approval by the Design Committee shall be required for any construction done by or for Declarant, including without limitation any conatruction of Residences by Declarant and any work done by Declarant, its representatives, agents, q l o y e e e or contractors in connection with the construction of subdivision Tmprovernents required by the State of Hawaii or the City and County of Honolulu or in connection with the conatruction of any roadways, signage or landscaping or any electrical, cable televi~ion,communication, water, sewer or other utilities. (g) The Design Committee shall have no power to vary of the standards and restrictions set forth in the Restrictions, except ae may be permitted herein or authorized by the Board. The Association ahall have the right to commence and pursue any remedy provided in the Restrictions for any violation by an Owner or Sub-Association of the Restrictiona, whether or not the Design Committee shall have approved plans and specifications. tf or re sa any No ( h ) In reviewing plans and specifications, the Design Committee shall consider whether the proposed improvement complies with the restrictions stated in Section 5.02 and whether the proposed improvement: (1) Is compatible as to the quality, type of materials, workmanship and external design with reference to existing structures and other Improvements in the area, and the lacation of the proposed improvement ia compatible with respect to topography and ground elevation; (2) Conforma to general plan of Launani Valley; ( 3 ) Constitutes development of the Lot; the a Design suitable Guidelines and and adequate (4) Is, in the case of a Residence, comparable to other Reaidence~in the area in value and design; and (5) Will not, because of its design unreasonably interfere with free access of light and air to ox view from adj aining Lots. 5.04 ~ormnonArea: Uses and Restrictions. Non-exclusive use of the C m o n Area shall be reserved equally to all Owners, except as specifically provided herein, and every Owner shall have a right and easement in and to the Common Rrea, which easement shall be appurtenant to every Lot, subject, however, to the following restrictions: Rules. easements (a) Use of the Common Asea shall be subject to the (b) Use of the Common Area shall be subject to such and rights-of-way then existing or re~erved by sa le u se Declarant at the t h e of conveyance to the Msociation; to such Road and public utility easemente and rights-of-way as may from time to time be taken under the power of eminent domain; and to such other Road and public utility easements as may from time to time be granted or conveyed by Declarant, the right to make such grants of easement being expreaely resenred to Declarant or t o the Association pureuant t o the proviaions a£ paragraph (c) of Section 7.05. tf or re ( c ) No Improvements, excavation or other work which in any way alters any Common Area from its unimproved or existing state on the date when auch Common Area was conveyed to the Association, shall be done except in strict compliance with provisions of Section 5.05. No ( d ) Except to the extent otherwise permitted pursuant to the provisions of Sections S . 0 4 ! b ) and 5.05, the Comman Area shall be exclusively devoted to recreational uses which do not damage the Cornon Area or the vegetation therein, increase the cost of maintenance thereof, OX cause unreasonable embarrassment, disturbance or annoyance to Owners in their enjoyment of their Private Areas, or in their enjoyment of the Common Area. The following restriction8 shall apply: Area, except (1) There shall be no camping in the Comon as permitted by the Board by written license. (2) No Eire6 shall be started in the Common W e a r except fires started and controlled by the Association incidental to maintenance of the Common Area, and fires in enclosed cooking facilities and campfires in picnic areas within Recreational Facilities developed by the Association. I 3 ) No animals shall be permitted on the Common Asea except generally recognized housepets under the control of their Owners. (el The right to use and enjoy the Comon M e a shall extend to Owners, their families and inviteee. (f) Declarant may resenre a portion of the Common Area for the development and operation of private ~ecreational Facilities, the use of which require payment of assessments or other fees. Any such private Recreational Facility may be owned, operated o r managed by the Association or a private party, including, without limitation, a Sub-Association or other association of apartment ownera. 5.05 Jmrovement s . Construction an6 Alteration of Common Area: se No Xmprovements, Excavation or other work which alters any Common Area from its unimproved or improved state on the date when such Common Area was conveyed to the Aeaociation shall be done, except in compliance with the following provisions : re sa le u (a) No person other than Declarant, the Association or a Governmental Agency, and their respective contractors and employees shall improve, excavate, construct, reconstruct, refinish, alter or maintain any Excwation or Fill upon or shall change the natural or existing drainage of, or shall d e s t r o y o r remove any tree, shrub or other vegetation from or plant any tree, shnib or vegetation upon any Comon Area. No tf or (b) The Association shall f i r s t submit the final plans for any proposed construction, reconstruction, refinishing or alteration of the exterior of any improvement located or to be located upon any Common Area, or for any proposed Excavation or Fill o r change to the natural or existing drainage o r for removal of any existing trees having a height in excess of s i x f e e t or a trunk measuring s i x inches or more in diameter at ground level from any Common Area to the Design Comittee for approval in such form and containing such information ae the Design Committee may from time to time require. The Design Committee s h a l l approve the final plans upon eatisfaction of the following conditions: (1) Any plana to construct any new Improvement~l or to alter the exterior appearance of existing Improvement upon any Comon Area shall comply with the standards set forth in Sections 5.03 (h)(1) through ( 5 ) inclusive, which standards will also apply to the Common Area. The d e ~ i g n of euch Improvements shall be in harmony with other Xqrovemente and the overall appearance of Launani Valley, ( 2 ) The Design Committee shall review and shall either approve or disapprove such plan^ in writing within thirty (30) days after submission, and in the event of disapproval of the final plans shall e t a t e in writing t h e to which the undivided intereat in the Cotenancy hrea 18 appurtenant without a160 conveying the undivided interest in the Cotenancy &ea; provided, however, that all of the Owners of the Cotenancy Area may jointly grant an easement in favor of a Sub-Association over a Cotenancy Area or dedicate their respective undivided intere~t in the Cotenancy Area to a Sub-Meociatfon, the State of Hawaii ar City and County of Honolulu for public purpose8, or to the Association to be held as Common Area if the Association is willing to accept the dedication. Upon acceptance of such conveyance by the Association, the Cotenancy Area eo dedicated shall become Common Area, le u se 5.07 o ~ w n a d i z a t i ~ mThe. restrictions on the uee and occupancy of the Improvements set forth in this Article V shall apply to any Lot even if' such Lot ie owned by or leased to an Exempt Organization. An Exempt Organization, however, shall have no right to vote as a member of the Elssociation, and shall not be liable for any assessments under the pravisions of Article 1x1, but 8hall be liable Ear all co8tB and expenses incurred by the Association enforcing the provisions of the Restrictions. re sa The provisions of Article V to the contrary notwith~tanding, the restrictions on Improvements, use and occupancy set forth in Article V shall not apply to any Lot so long as such Lot la owned by or leased to any Gavemental No tf or Agency, and usedi for public, governmental or public utility purposes, to the extent that auch xestriction~ shall prevent reasonable use of such Lot for said purposee. All restrictions not preventing reasonable use f o r public, governmental o r public utility purpose8 shall continue to apply as if the Lot is used by a private Owner, including without limitation, all De8ign Committee approval regarding requirements of On Improvements to be made by the Governmental Agency. cessation of such governmental use, the seatrictions of this Article V ahall become applicable ta the Lot. Declarant and the Association ehall have the power to release any Lot or other real property, temporarily or forever, from any restrictions in t h i s mticle V if such waiver ahall be necessary or advieable to obtain acceptance of such real property by t h e Governmental Agency. A Governmental Agency ehall have no right to vote as a member of the Association, and ahall not be liable Cor any aseeasments under the provisions of Article VIII, but shall be liable for all coats and expenaes incurred by the Asaociation in enforcing the provisions of the Reatrictione. 5.09 presumption of Comliance. The following Dnprovements, Excavation, Fill and other reasons f o r such disapproval of such final plans. The Design Cormnittee's failure to approve or disapprove the final plans within said thirty (30) days period shall be deemed an approval of the final plans. ( 3 ) The Uaociation is not required to obtain the approval of Declarant with regard to any proposed plane. se ( c ) The provisions of this Section 5-05 to the contrary notwithstanding, no approval by the Deeign Committee shall be required for any construction done by or for Declaraat, including without limitation any construction of Recreational Facilities by Declarant and any work done by Declarant, its representatives, agents, employeee or contractore in connection with the construction of subdivieion Improvements required by the State of Hawaii or the City and County of Honolulu or in connection with the constsuction of any roadways, signage or landscaping or any electrical, cable, television, communication, water, sewer or other utilities. le u (d) The Association may, without the approval of the Deeign Committee, at any time: or re sa (1) Reconstruct, replace, refiniah any Improvement upon a Common Area in accordance with plans previous~y approved by the De~ign Committee, or if such Improvement existed upm. the Common Area when auch Common Area was conveyed to the Association, then in accordance with the original design, and the original or a higher standard of construction of such improvement. No tf (2) Conatmct, reconstruct, replace or refinish any roadway improvement upon any portion of the Common Axes designated on a subdivieion map as a Road. ( 3 ) Replace any destroyed trees or any other vegetation in a Common Area, or plant trees, 8 h m . b ~and ground cover, and install appropriate irrigation systems. (4) Place and maintain upon any Common U e a such signs as the Association may deem necessary- for the identification of Launani Valley and Roads; for the regulation of traffic, parking and use of the Common Area; and £or the health, safety and general welfare of Owners and the public, provided that the design of any such signs first ahall be approved by the Design Committee. (e) Aay Otuner who hae previously obtained an easement from the Association may, with the prior written approval of the Design Committee, install and maintain a eubsurface utility system within any Common Area. 5 .'06 ~ o t e n a n ~ v&@a: TJjje~ and Sonstmction and A3 t e r a t ion of Improvements. Restrictions~ Each Cotenancy Axea ahall be for the exclusive use and benefit of its Owners, subject, however, to the following coveaant8, conditions and restrictions: (af The Association, or its duly authorized agents, &all have the rights set forth in Section 7 . 0 5 with respect to each Cotenancy Atea: (b) The con~tructionof any Improvement or other work which alters any Cotenancy Area from its unimproved or improved state existing on the date the first undivided interest in such Cotenancy Area is conveyed by Declarant to an Owner or Sub-Association shall not be done, except in compliance with the following provisions: le u se (1) No Owner will undertake the construction of any such Improvement or perform work without the written consent of the Sub-Association which maintains the Cotenancy Area, if applicable. or re sa ( 2 ) The construction of any Improvement or other work to be done on a Cotenancy Area other than constmction by Declarant shall require approval of the Design Committee. The standard for approval for such work shall be the same standard required for any Improvement or other work an a property to which an undivided intereat in a Cotenancy Area is appurtenant. No tf ( 3 ) A Sub-Association shall not be required to obtain consent of the Sub-Wsociation members prior to making any Improvements in a Cotenancy Area. (c) A Cotenancy Area may be used f o x any purpose far which such Cotenancy Area wao expressly created, as described in any declaration or conveyance document. The use of any Cotenancy Jwea is a l s a subject to all applicable Restrictions s e t forth in this Declaration. (d) A l l Ownera of undivided interests and, if eo provided in an appropriate declaration, a Sub-Associat ion shall be responsible for maintaining their Cotenancy Area and all landscaping planted on euch Cotenancy Area in good and clean condition and repair and in euch manner as not to create a fire, safety or health hazard to any part of Launani Valley. The Sub-Association may assess each Owner of an intereet in a Cotenancy Area his proportionate ahare of any expenses incurred by such Sub-Msociation in so maintaining the Cotenancy Area. ( e ) Na Owner shall convey an undivided interest in a Cotenancy Axea separately from the Lot to which the undivided intereat in the Cotenancy Area is appurtenant or convey the Lot work shall for purposes of tho Restrictions be c o n c l u s i v e l y preamed to be in compliance with the provisions of this Article V: (a) All Improvements, Excavation, Fill and other work exietfng or maintained on any Lot within the Community Area at the time such Lot became a part of the Cammunity Area. (b) All Improvemente, Excavation, Fill and other work existing or maintained on any Private Area at the time such Private Area was first conveyed by Declarant to an Owner or a Sub-Association. (c) A l l Impewements, Excavation, Pill and other work from time to time constructed or maintained by Declarant upon any Lot or Cotenancy Axea in any Private Area, or upon any Common Area. Assic~Jtural-rat3 o u . The Owner of each Lot* by acceptance of a deed or leaee for such Lot, ehall be deemed to acknowledge that the Community Area is located near or adjacent to land and easemente currently or formerly used for and in connection w i t h the cultivation of sugar cane, pineapple and diversified agricultural operations, including, but not limited to, open burning; percolating; evaporating; milling; generating power; trucking; plowing; hauling; fertilizing; grading; storing; herbicide, ripener, and pesticide spraying; crop dusting; water diversion; irrigating; and all other activities incidental to the planning, cultivating, harvesting and processing of crops, which may from time to time cause surface water runaff, noise, aoot, amoke, dust, light, heat, vapors, odors, chemicale, vibrations, and o t h e r eub~ltances and phenomena of every description (collectively the mAgricultural Effects" to be discharged, emitted, or transmitted over and upon the Community Area which may bather or be a nuisance to the Owner and any person occupying or using any Lot in the Community Area. Each Owner ahall also be deemed to acknowledge that the Hawaii Right t o Farm Act (Chapter 165, Hawaii Revised Statutes, as amended) and Hawaii law limit the circumstance^ under which farming operations may be deemed to be a nuisance. Each Owner, for himself, hie heire, personal representatives, successors, a~signs,and any person using or occupying any Lot in t h e Property and t h e Community Area shall be deemed by acceptance of such deed or lease to waive, release and agree to indemnify and hold harmless the State of Hawaii and Declarant and their respective officers, directors, employees, agents, successors and assign6 from any and all actions, claim for damages and coste (whether brought in nuisance, tre~lpass, or any other area of law or equity, but excluding negligence), including reasonable attorneys1 feea, arising directly or indirectly o u t of or from the Agricultural Effects, and these provisions shall be included in any eubsequent conveyance of any Lot in the Comnity Area. I No tf or re sa le u se 5.10 ARTICLE VI. 6 DESIGN (2CMMImE . Qesicm C m i t t e e : Orqanizatfon and Pow@UZ- (a) The Board of Directors shall appoint and maintain a Design Committee to review and control the design and development of the Community Area and to adopt the Design Guidelines for L a w i Valley. re sa le u se (b) The De~ign C a r d t t e e shall caneist of at least three, but not more than five, members (the aMembersV, at least one of whom shall be an ~rchitect (the uArchitect Memberm). Other than the Architect Member, the Members initially appointed shall not be required to meet any qualiiication for membership on the Design C d t t e e . The Membere of the Design C m i t t e e appointed by the Declarant need not be Owners or representatives of Owners. U n t i l one hundred percent of the Community Area has been developed and conveyed to purchasers in the normal courBe of development and sale, the Declarant retains the right to appoint a l l Members of the Design Committee who ahall serve at the discretion of the Declarant. There shall be no surrender of this right prior to that: time except in a written instrument in recordable farm executed by Declarant, Upon the expiration of such right, the Board may by majority vote appoint Ownera as replacement Member8 for the Members appointed by Declarant who are not Architect Membera, and an Architect as a replacement Architect Member for the Architect M d e r appointed by Declarant, No tf or ( c ) The Board of Directors shall also designate two alternate Architect Membere (the 'Alternate Architect MembersA) to the Design Camittee, who need not be Ownera, to a c t in the absence or disability of the Architect Member. At any time after the expiration of the Declarant's right to appoint all Membere of the Design Committee, the Board may by majority vote appoint Axchitects as replacement Alternate Architect M e e r a for the original Architect Members appointed by the Declarant. (dl The fallowing persons are hereby designated as the initial Member6 of the Design Codttee: (2) Christopher L. Lau, Member, (3) J0a.n Duell, Member, and (41 Joe WucbterL, Architect Member. The initial Membera and Architect Members shall hold ofE i c e until such time as they resign, are removed or until a successor ha8 been appointed, as herein set forth. (el All Members and Alternate Architect Members of the Design Committee shall be appointed as follows: (1) Until one hundred percent of the Community Area has been developed and conveyed to purchat~ers in the normal course of development and sale, the Declarant retains the right to appoint and remove Member8 of the Design Committee. ( 2 ) At any meeting of the Board aEter the expiration of Declarant'a aforesaid right, the Board may by majority vote appoint replacementa f o r t h e Members of the Design Committee. le u se ( 3 ) The replacements for the Members appoin'ted by the DecLarant, and all successors thereafter, shall be appointed to serve as Members or Axchiteet Member8 of the Design Committee for a period of two (2) years; provided, however that if the Board appoints two Members simultaneously, one Member shall be appointed for an initial term of two ( 2 ) years and one Member shall be appointed for an initial term of one 11) year in order that Members serve staggered tern. Pesisn Committee Meetinsa. Action, Cornpenmation. or 6.02 re sa (f) Any Member of the Deeign Comittee may resign at any time upon written notice delivered to Declarant or to the Board, whichever then has the right to appoint and remove Members. No tf The Design Committee shall meet from time to time as necessary to perform its duties, The vote or written consent of a majority of the Members of the Design Committee shall constitute the act of the Design Comittee, unleas the unanimous action of its Members is otherwise required by the Restrictions; provided, however, that the Architect Member shall have unilateral power to disapprove plans, drawings and specifications submitted to the Design Comittee for approval pursuant to any section of Article V without the concurrence of any other Member, except with respect to matters for which approval is required under Section 5 . 0 5 . The Design Committee ahall keep and maintain a record of all actions taken from time to time. The Architect Member and the Alternate Architect Members shall receive reasonable fees for professional services rendered. The Design Committee may charge a reasonable fee for reviewing applieatione pursuant to the Deaign Guidelines, except that no fees shall be charged to the Association, Unlesa otherwise authorized by the Association, the nun-Architect Members of the Deaign Committee shall not receive any compensation for eervices rendered. All Members shall be entitled to reimburaemgnt for reasonable expenses incurred by them in performing their duties as Plembers of the Design Cdttse. The Declarant shall prepare the initial design and development guidelines and applications and review procedures (the "Deeign GuidelinesP) which shall be applicable to all coaatruction activitie~lwithin the Community Area. The Design Guidelines may contain general provisions applicable to a12 of the Cumunity Axes, as well as specific prwisions which vary from one portion of the Cormunity Azea to another depending upon the location, unique characteristics and intended use thereof The Design Committee, acting on behalf of the Board of Directors, shall adopt such Deeign Guidelines at its initial organizational meeting and, thereafter, shall have sole and full authority to amend the provieiona thereof. Certificate. -pel re 6.04 sa le u se The Association shall keep a current copy of the Design Guideline8 available at all times at the office of the Association for inspection by any Owner or Owner's architect. The Design Guideline~l shall establish the standards f o r the construction of any Residence to be constructed or developed in the Camunity Area. No tf or Any Owner may, upon payment to the As~ociation of a reasonable fee as determined from time to time by 'the Association, request that the Design Comittee deliver to such Owner within thirty (30) days of the request an estoppel certificate executed by any two of its Members in form determined by the Design Comittee and suitable for recording, certifying with respect to such Owner's property that, as of the date of its execution, either (a) a11 Improvements and other work done upon euch property complies with the Restrictions, or (b) such Improvements and work does not ao comply, In which event the certificate shall (1) identify the noncomplying Improvernente and/or work, and ( 2 ) set forth the reason for such noncompliance. Any purchaser or mortgagee of such Owner shall be entitled to r e l y on the matters therein set forth in euch certificate, such matters being conclusive a B between the Association, the Owner and euch purchaser or mortgagee. Neither the Design Committee nor any Member of the Design Comittee shall be Liable to the Association or to any Owner or to any other person for any damage or l o w on account of (a) the' approval of any plane, drawings and specifications, whether or not defective, (b) the construction or performance of any work. whether or not pursuant to approved plans and specifications, (c) the development of any Let or of the C o m i t y U e a , or ( d ) the execution and filing of an estoppel certificate pursuant to section 6.04 or the accuracy of any facts stated therein; provfded, however, that euch Member hae acted in good faith, The Deeign Committee, or any Member may, but i a not required to, confer with h e Association or any Owner or his architect with respect to any plans, drawings or specifications or any other proposals submitted to the Design Committee, tf LAUNANI VALLEY ASSOCIATION No ARTICLE V I I . or re sa le u se In the event that at any time through death, absence from the State, resignation, or for any other reaaon, there ehall not be aufficient Members of the Design Committee necessary to act on a particular matter for a period of at leaat twenty (20) days, then, until there shall again be sufficient Members of the Design Caamnittee, the President or any Vice President of the Association, shall act for the Design Committee, and such officer's certificate that there had been no Design Committee, or that the requited Members were not present, and that he waa acting pursuant to the authority of thio seetion ahall be conclusive between the &mociation, the Owners, any purchaser, or, mortgagee. The President or a Vice President acting under this Section shall be entitled to employ an Architect (who shall be compensated pur~uant to Section 6.02) to render technical advice, The M ~ a c i a t i o n shall be organized as a nonprofit corporation under Chapter 415B, Hawaii Revised Statutes, as amended. The Association shall hare the duties, obligations and powers set forth in thio Declaration and in the Asaociationle Axticles of Incorporation and By-Laws, (a) Each Owner a£ a Lot within the C o m n i t y Area shall be a member of the Association (hereinafter referred to as an 'Aseociation Memberw, the membership of such Ae~lociatian Menrber hereinafter referred to as the PAaeaciation Membershipn). (b) For the purposes of determining Association Meniberahip status, an BAseociation Memberw shall include: (1) t h e Owner of any Lot within the - Private Rrea, excluding any Gavernmental Agency, Declarant, and m y E x q t Organization; and ( 2 ) Declarant, so long as Declaraat is the Owner of any Lot within the Conwunity Area. sa le u se (c) WO As~ociationMember shall be terminated, or hie Association Membership forfeited, except upon transfer of h i s interest in the Lot in the Community Area which entitles him to Association Membership; provided, however, that upon execution, delivery and recordation of a valid agreement oE sale of intereat in a Lot and delivery of a copy of such agreement of sale to the Secretary of the -sociation, the vendor'e Association Membership and all voting rights and obligations incident thereto, ahall be considered temporarily transferred to the vendee, such transfer becoming permanent upon subsequent execution, delivery and recordation of a deed or assignment of lease in satisfaction of said agreement of sale or revesting equitable title in the vendor in the event of termination of said agreement of sale. No A~sociation Member may wlthdraw, transfer or otherwise dispose of his Aseociation Membership, except upon the conveyance, asaignmeat or tranefer (or transfer by agreement o f aale) of a Lot to which the Association Membership ia appurtenant. (2) classes of Association re [dl There ahall be two Membership as follow8 : tf or (1) Clam A Association Members shall all Owners described in subsection (b) (1) ihbove; and shall include No ( 2 ) Clase B Association Member Declarant described in subsection (b)( 2 ) & w e . include Declarant's Claaa B Amociation Membership shall terminate and became converted to Class A Membership upon the happening of the earljer of the following: Ii) When the Class A votes total 950 in number; Cii) December 31, 2012; or (iii) When, in its discretion, t h e Declarant so determinee. From and a f t e r the happening of these events, whichever occurs earliest, the Class B Association Meniber shall be deemed to be a Class A Association Member. ( e ) An Association Member shall have all rights. duties, privileges and obligations of an ~ w n e tas set forth in this Declaration, and in t h e Articles of Incorporation and the B y - L a w ~of the Aseuciatian. (a) Each Clase A Aesoeiation Member shall be entitled to one (1) vote for each Lot owned in the Private Area. (bl Each Class B Association Member ahall be entitled to one (1) Vote for each Lot owned in the Colrimunity Area. sa le u se (c) If an Association Member is an Ovner comprised of more than one person or entity, any one person or entity shall exercise the votes attributable to such Association M&er in the absence of protest by the other co-Owners. In case of prote8t. each co-Owner shall be entitled to v o t e ite respective fraction of the one vote in proportion to the c o - m e r f sshare of ownership in the Lot. or re The Aaaociation ehall have the Eollowing duties and obligations, s u b j e c t to the Reetrictions, to be performed and for the maintenance and improvement of Launani Valley fur the benefit of the Owners: No tf (a) The Association shall consider as part of Launani Valley all real property annexed to the Community Area pursuant to Sections 4.02 and 4.06 and shall accept all Ownere as Association Members. (b) The W s o c i a t i o n shall acquire, accept and hold title to all Common Areas and other real property from time to time conveyed to the Association pursuant to Section 9.05. The Association may aleo acquire, accept and hold title to any other real, personal or mixed property; provided that the Association shall not carry on any business or trade for profit. The Association may charge reasonable fees to Owners for use of the Recreational Facilities on the C m a n to defray the costs of construction, maintenance, repair or operation of Recreational Facilities, or of other facilities owned by the Association, where permitted under the Internal Revenue Code of 1986, as amended frorn time to time. (c) The Association shall maintain the Common Area and other property owned by the Association, including without limitation Recreational Facilities, drainage facilities, equipment, landscaping, lot^ and easements designated or reserved for dedication to Governmental Agencies but held by the U a o c i a t i o n pending such dedication and a11 Improvements located on the Comon Area and other property in good order and repair. The Association shall have no obligation to maintain in good order and repair any improvement con~ltructed upon the Common Area by any Owner, but may compel such Owner to maintain such Fmprovement. le u se ( d ) The Rsaociation &all accept and undertake to fulfill any delegation, responsibility or liability for the upkeep, repair and maintenance in good order of any property and Impsovement~, including drainage facilities and equipment and landscaping, within or adjoining the Community Area, which obligation, responsibility or liability i~ imposed by or exi~ts by virtue of law or which is iqoaed by or exists by virtue of a private agreement entered into by Declarant or commitment made by Declarant to a GwernmentaJ, Agency i n the course of the development of the Community A-rrea, whether or not the Association was or i made a party to such agreement or commitment; No tf or re sa ( e f The Aseociation s h a l l accept and undertake the responsibility and obligation to upkeep, repair and maintain any area within the Community Area for which such responsibility and obligation 3 been delegated to the Association by Declarant, provided that (1) the area i s intended to be conveyed to the Association as a Comon Axes, (2) the area is fully and completely developed for its intended use, (3) the area is available for uBe by all Ownera within the Community Area or i s of general benefit to the Comnity Area, and ( 4 ) Declarant gives the &sociation t h i r t y (30) daya prior written notice that responsibility far upkeep, maintenance and repair is being transferred to the association. ( £ 1 The Association shall pay all real property taxes and assessments Levied upon any portion of the Common Area to the extent not assessed t o or paid by the Ownera. (g) The Association m y contract for, employ or otherwise provide security and refuse disposal s e r v i c e s if such aervices are not provided by the City and County of Honolulu or other Governmental Agency, and if the cost for euch services is aaaeseed directly or indirectly against the Owaers. (h) The Association shall obtain, enforce the foZlowing policies of insurance: (I) all maintain and Improvements located upon any Common Area shall be covered by (i) property insurance in I S 0 special form, including coverage for outdoor property, in an agreed le u se amowlt fox the full replacement value of said ~ r o v e m e a t a , (ii) flood inaurance, under the provieions of the Federal Flood Disaster Protection A c t of 1973 if the property ie located in an identified flood hazard area as designated by the Department of Housing and Urban Development or the Federal Emergency Management ABminietration, with minimum limits equal to 100% of the insurable aralue o f all bprwemente owned by the Association and located upon any C m o n Area or the maximm limit of cwerage awilable under the National Flood Insurance A c t of 1968, ae amended, whichever is leee, and (iii) auch other insurance covering hazards (including boiler and machinery comprehensive perilel or risks which a prudent businessman would insure againet by an insurance company authorized to do businese in the State of Xawaii and in time of war against war damage to the extent such gavemental insurance is obtainable at reasonable cost, in an amount as near as practicable to the full replacement costa thereof without deduction for depreciation through a replacement cost endorsement, and if applicable, an inflation guard endorsement to eneure policy limit8 are maintained at full replacement value, by blanket policy or policie~in the m e of the Association, and tf or re sa 12) commercial general liability insurance with respect to the Cormnon Area and Improvemente thereon, under policies, in an amount not l e s ~than a combined ~lingle limit far bodily i n j u r y and property damage with endorsements for products and completed operations liability for THREE MILLION arsD NO/lOO DOLIARS ($3,000,000.00) per occurrence or auch higher limits as the &sociation may from time to t h e establish with due regard to prevailing prudent busihese practices in Hawaii, No The policy or policies of commercial general liability insurance shall name as insureds (i) the Msociation and its officers, the Board and i t s rnembere, the Design Comittee and its Members and the eqloyeei~ of the Association, Board and Design Committee; and (ii) the Owners with respect t o any liability atieing out of the maintenance and use of the Comon Area. Such policy or policies shall protect each of the insureds as if each were separately insured under separate policies, provided, however, that such policy or policies shall not rewire the insurer or insurere to pay any amounts in exceas of the maxirmun limits stated therein. Each policy of insurance obtained by the Association ahall expressly waive all rights of subrogation against Declarant and any Owner. The Association shall a l ~ o obtain and maintain in force any policies of Ineusanee covering auch other risks as m y be determined to be necessary or advieahle by the Board. (i) The Association shall maintain a fidelity bond covering all directors, officers, employees and agents of the Association, including without limitation the Manager, handling or responsible for funds belonging to or administered by the Association. The premium on such fidelity bond hall be paid by the Association. Such fidelity bond shall cwer the maximum funds that will be in the custody of the Association or the Manager at any time while the bond is in force. Every euch fidelity bond shall: (11 provide that the bond may not be cancelled or substantially modified (including cancellation for nonpayment of p r e m i m ) without at least thirty (30) days' prior written notice to the Association and every other person in interest who shall have requested such notice; and se (2) contain a waiver of any defense based upon the exclusion of persons who ~ e m ewithout compensation from any definition of wmployeen or similar expression. No tf or re sa le u The Association ehall have all the powers set forth in the Articles of fncarporation, the By-Laws, and the Restrictions, and all powers conferred upon the Association by the Hawaii Nonprofit Corporation Act, Chapter 4153, Hawaii Revised Statutes, a@ amended, ~ubjeet,however, to limitations upon the exercise of such powers as are expreesly set forth in the Articles of Incorporation, the By-Laws and the Restrictions; to do all Lawful things which may be authorized, required or permitted to be done by the Association under the Restrictions; and to do and perform any and all acts which ,may be necessary or proper for, or incidental to, the exercise of any of the purposes of the Association or for the health, safety and general welfare of the Ovnera of Launani Valley. Without limiting the generality of the foregoing, the Association shall have the fallowing express powers: (a) The Association shall have all the powers set forth in the Restrictions, including, without limitation, the power to levy asseaments on Association Member8 pursuant to Article VIII, to defray the cost of satisfying the duties and obligations and take any such action, whether or nut expressly authorized by the Restrictions, the Rules or the Design Guidelines; (b) In fulfilling any of ite duties and obligations under the Restrictions, including without limitation, its duties and obligations for the maintenance, repair, operation and administration of the Common Area or in exercising any of its rights to conatruct Improvements or other work upon any Common Area and any Recreational Facility, the Association shall have the following power: (1) to contract and pay for and provide for the conatmction of Tmprovements or other work upon any Common Area, and to contract and pay for and provide for the maintenance, restoration and repair of all Improvements of whatever kind located on any C m o n Area, and to contract and pay for and provide for such other services as may be necessary or otherwise in carrying out its functions ae s e t forth in the Restrictions on such t e r n and conditions as the Association ahall deem appropriate, and to pay and discharge a31 lien6 arising out of any work; (2) to obtain, insurance poZJcies or bands appropriate for the protection the Association, the members of ox the Owners; maintain and pay for such as the Association may deem or benefit o f Launani Valley, the Board, the Design Cormnittee le u se ( 3 ) to contract and pay for or provide for such utility services including, without limitation, water, sewer, garbage d i a p o ~ a l , refuse collection and recycling, electrical, telephone, community antenna television and ga@ service; provided such aervices are made available to all Ownera on a comercially reaeonable basis; or re sa (4) to contract and pay for, or provide for the services of architects, engineers, attorneys and certified public accountants and such other semices as the Association may deem necessary; No tf 15) to contract and pay for, or provide for, fire, police and such other public safety and aecurity as the Association m y deem necessary for the benefit of Launani Valley and the Qwners; and (6) to contract and pay for or provide for such mat e r i a l s , supplies, furniture, equipment and labor as the Ass ociatfon deems necessary, and to pay and discharge any and all liens from t h e to time placed or imposed upon any Common Area on account of any work done or performed by the Aeaociation in the fulfillment of any of its obligations and duties of maintenance, repair, operation or administration. ( c } The Association shall have the power and authority from time to time to convey to any Governmental Agency, public utility, private utility or third party for reasonable compensation or on such other terma as the Board may approve such eaaeinents, rights-of-way, parcels or strips of land in, on, w e r or under any Common Area, for the purpose of: 1 constructing, directing, operating and maintaining roads, public streets, walks, driveways, parkways and park areas; (2) installing, operating and maintaining poles, wires, conduits, transformere, switching terminals and other equipment for the transmission of electricity for lighting, heating, power, telephone, television and other purposes, and necessary facilities in comection therewith; and ( 3 1 conatructing, operating and maintaining public and private sewere, storm water drains, land drains and water systems, eprinkler s y s t m , water, heating and gas lines or pipes and necessary facilities in connection with the foregoing, sa le u se td) the Association may from time to time employ the services of a Manager to manage the affairs of the Association, and to the extent not inconsistent with the laws of the State of Hawaii Nonprofit Corporation Act, the Association may delegate to the Manager any of its powers under the Restriction~l,provided, however, that the Manager may execute any contract on behalf of the Association for a sum not to exceed Ten Thousand and No/100 Dollars ($TO,OO0.00) or Ear the performance of any work or services, which work or servicee will be completed within sixty (60) days, but shall not have the power to sell, convey, mortgage or encumber any real or personal property of the Association other than unserviceabPe maintenance or recreation equipment. No tf or re (el The Association may from time to t h e pay, corrprornise or conteEIt any or all taxes and assessment levied against all OK any part of the Common Axea, or upan any pereonal property belonging to the Association, provided, however, that prior to the sale or disposition of any property to satisfy the payment of any such tax assessments, the Association ehall pay and discharge the lien imposed with reBpect to such property. (f) The Association may exchange, sell, convey, or athenwise dispose of, for cash or on such terms a a the Association ahall approve, any portion of the Common Area, with Improvements thereon, or other property of the Association, the retention of which property the Association has determined is no longer necessary, advantageous or beneficial for the Association or for the Owners, and to borrow money, without limit as to the amount, for any purpose and to secure the same by a mortgage of any portion of the Common Axea then owned by the Association, or any other property of the Association, provided, however, that no such exchange, sale or other disposition of any real property in fee and no such borrowing and mortgaging ehall be made unless the same shall have been approved by an affirmative vote of not less than a two-thirds (2/3) interest of all Association Merribere (excluding Declarant) who may vote in person or by proxy at a meeting of the Association duly called for such purchase, the notice for which meeting shall have de~cribed the real property to be sold and the term of eale or the amount of the borrowing and the property to be mortgaged, and shall have given the reasons therefor. Any such mortgage, conveyance or encumbrance of any Common Area ahall be aubject to an easement for ingreaa and egress in favor of any Lot which requires accese through such Common k e a . AL1 proceeds of any disposition of any eale or borrowing, leas the expenses thereof, shall be invested by the Association in additional property acquired for the benefit of the Association and the Ownera, or in improving the properties of the Association, le u se (g) The Aeeociation shall have the power and authority, at any time and fram time to t h e and without liability ta any Owner for treopass, damage or otherwise, to enter upon any Lot for the purposes of ( f ) maintaining and repairing any such Lot, if for any reason whatsoever the Owner of such Lot fails to maintain and repair such Lot in good condition and repair, (ii) removing any Improvement constsucted, reconstructed, refinished, altered or maintained upon any Lot in violation of the provisions o f these Restrictions or the Deafgn Guidelines and (iii) inspecting such Lot to determine compliance with these Restrictions or the Design Guidelines. No tf or re sa ( h ) The Aasociation shall have the power and authority (but shall not be required) from time to time, in its own name or behalf or in the name and behalf of any Owner who cansents thereto, to commence and maintain action8 or suita to restrain and enjoin any breach or threatened breach o f these Restrictions or the Design Guidelines, or to enforce by mandatory injunction or othenaise any of the provisions of these Restrictions or t h e Design Guidelines. (i) A l l reasonable expenses incurred by the Rssocfatian in exercising its rights under subsections (9) and (h) above, including court coats and attorneyst fees, ahall be an Individual Special hsegsment levied pursuant to Section 8.04 against the Owner of the Lot whose violation of the~te Restrictions or the Design Guidelines reeulted in the JWsociation incurring expenees. (a) The Board may from time to time adopt, amend and repeal rules and regulations to be known as the Rules to govern the following: (I) the use of Cornon Area, including any Recreational Facility by any Owner or by the Family, invitees, licensees, or lessees of any Owner; (2) the use of Roada; Valley; and (3) the collection and dieposal a i refuse; (4) the burning of open fires; 15) the maintenance of animals within Launani (6) the amount of the Initiation AsseElsrnent to be p a i d by each new Asftociation Member. (b) With respect to Rulea may provide for: subeection (a)(2) above, the (1) Parking restrictions; [2) maximum speeds Roade owned by t h e Association; for vehicular traffic on se ( 3 ) t h e time or times when commercial vehicles may be p e m i t t e d to use Roads owned by the Association; and sa le u (4) the typea of vehicles other than passenger automobiles which may be permitted to use Roads owned by the. Asaociation. No tf or re (c) e Association shall maintain a copy of the Rules as adopted, amended or repealed from time to time, certified by the secretary of the Assacfation, and shall deliver a duplicate copy to each Owner on his acquisition of a Lot, and shall deliver a copy of each new rule or amendment of an existing rule and notice of repeal a f any rule t o each Owner. The Rules shall be incorpasated in and have the same force and effect as if they were a p a r t of the Restrictions. Failure of any Owner to receive a copy of any mle, amendment of a rule, or notice of repeal of a rule shall not render such mle, amendment o r repeal invalid. 7.07 xndemnififla-. simited Liabilitv of Memess of the Board; N o member af the Board shall be personally lia333e to any Owner, guest, invitee or to any other person, including the Declarant, for any error o r omission of sueh member, the Association, i t s employeee, the Design Conunittee or the Manager of the Association, so long a B sueh member has acted in good faith. The Association shall indemnify, hold harmleas and defend every director, officer, and committee member of the A s s o c i a t i o n against any and all costs and expenses, including without limitation attorneys1 fees, reasonably incurred by or Bxclusive Powern of the PLssoc~atlaa. 1 sa 7.08 le u se imposed on the director, officer, or c d t t e e member in comectian with any action, suit or proceedings to which the director, officer, or cormnittee member may be made a party by reason of being or having been a director, officer, or committee member of the PLeeoeiation, whether or not euch person is a director, officer, or committee member at the t h e such expenses are incurred. The directors, officers, and comm.ittee nwnbers shall not be Ifable for any mistake of judgment, negligent or otherwise, or for injury or damage caused by such directore, officere, and committee members in the performance of their duties, except in relation to xrutters a3 to whfch they shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. The foregoing rights shall not be exclusive of any other rights to which any such person may be entitled. In this regard, unless the only allegations against a director, officer, or committee member are for gross negligence or willful misconduct, the foregoing rights to be indemnified, held harmless and defended ahall apply from the outset of any action, suit or proceeding. The Association shall, as a common expense, maintain liability insurance and directorat and officersf liability insurance, as required by Section 10 of the Declaration, to fund the foregoing obligation. or FUNDS AND ASSESSNWI'S No ARTICLE VSfI. tf 7.05, re e Association, through the Board, shall kiave the exclusive authority to exerciee the powers described in Section The association ahall maintain an Operating Fund and one or more reserve funds into whfch the Association shall deposit all monies received by the Association, whether from Initiation Assessments, Maintenance Assessments, Individual Special Assessments, income attributable to the Operating Fund or any other xentB, chargee or fees levied by the Aseociation. The Operating Fund shall comprise the working capital of the Association from which the &sociation ahall make all diebureementa and diachrge all liabilities fn the exercise and performance of its duties and obligatione under this Declaration, the Articles of facorporation and the By-Laws. The Association ahall charge to each Owner, except exempt under Section 8.05, an Initiation Assessment upon such Owner taking title to a Lot from Declarant thereby Owners becodng an Association Member, The Initiation Assessment shall be in addition to any other Assesementa provided f o r in this A r t i c l e VLIL. The m o u n t of t h e initial Initiation Mse~sment shall be determined by the Board. The Snitiation U ~ e s ~ m e n may t be increased or decreased from t h e to time pursuant to the Rules. (a) The initial Maintenance PLsaesf~ment per month for each Associatian Member shall be determined by the Board. No tf or re sa le u se (b) No later than thirty ( 3 0 ) days prior to the commencement of each Fiscal Year beginning with the first Fiscal Year in which the first annual meeting of the baociatian ahall be held, the Board shall eatbate the costs and expenses to be incurred by the Association a w i n g the Fiscal Year in performing ita duties and obligations including without limitation the cost of utilities for the Common Area, janitorial service^, traeh disposal, repairs and maintenance, security, management, the cost of management contracts, supplies, wages and aalaries of employees used in maintenance and general aperatf ons, payroll taxes (and similar governmental charges 1 with reapect thereto, depreciation or rental of equipment used in operation and maintenance, accounting and bookkeeping expenses, the Aasociat iont s legal fees and expenses and f i n a c i n g expenses relating to operation and management, and insurance premium. In addition, the Board shall make a reasonable proviaion for contingencies, reconstruction .and replacements and for alterations, modifications and improvements to existing Common Area and facilities, and for development of any swbstantial new Recreational Facility, and for all fees and expenses of the Design Committee and its operations. The Board shall subtract from the above imposed expenditures the following sources of income: [I) an amount equal to the anticipated balance (exclusive of any accrued reserves for contingencies and replacements) in the operating fund at the start of the Fiscal Year; and (2) the estimated receipts for all ueer fees, if any, to be collected from ueera of the Recreational Facility or other facilities during the Fiscal Yeas. The awn thug derived shall canetitute the basis for determining the Maintenance Assessment for each Fiscal Year. I c ) In each Fiscal Year, the Board shall determine the per unit Maintenance Assessment by dividing the sum determined pursuant to subsection 0.03 (b) by the total number of Lots in Members. the Private Area owned by Class A -sociation (d) The following real property in the Community Area ehall not be subject t o assessment: (1) any property which has not yet been subdivided into individual residential Lots or parcels of l a n d on which a Condominium will be constructed; ( 2 ) Lots and parcels of land upon which the con~truction of a proposed Residence or Condominium has not been completed and euch Residence or Condominium is not fit for occupancy; (31 any pTOperty owned by a Governmental Agency or gxwt Organization; 14) C a m o n Areas; and ( 5 ) Cotenancy Areas. se (el In each Fiscal Year, the Board shall, by a majority vote at a meeting duly called for such purpoae, determine the individual Maintenance Asseasment to be paid by each Clasa A &sociation Member by multiplying the per unit Maintenance i9aaessment by the number of Lots owned by such Class A Asaociatioa Member. le u The Board shall prepare and send to all Association Members the budget determined and Maintenance Assessment so determined. or re sa (f) In the event the Board doee not determine the Maintenance Assessment by the commencement of a F i ~ l c a l Year, the Owners shall continue to pay a Maintenance Maessment in the amount determined for the preceding Fiscal Year, No tf (g) If at any time during any Fiscal Year, 'the estimated Maintenance Aaseaernent proves inadequate f o r any reason, including nonpayment of any Owner's ehare thereof, the Board may upon notice to a l l non-exempt Association Members levy a special Maintenance ABsessrnent in the amount of such actual or estimated inadequacy which shall be assessed to the Owners in the manner set forth in subsection ( e ) above. h An 0wnerta obligation to pay the Maintenance Usessment shall c a m n c e upon the later of annexation or at such time aa such Owner's Lot is fit for occupancy pureuant to subsection 8.03 fd) Owaere shall pay the Maintenance Asaeasment to the Association in equal quarterly installments on or before the first day of each January, April, July and October, or in such other installment8 ae the Board may designate, . ( i f Any assessment charged pursuant to t h i s Article to any Owner of an Apartment within a Condominium will be in addition to any assessment or maintenance fees levied by any Sub-Association or association of Apartment Owners. The Board shall levy an Individual Special Assessment against any Ovner whose acts or failure to comply with the Restrictions, the Rules or the Deeign Guidelines or decieions reeult in the Aasociatian expending monies from the operating fund to enforce the Restrictions, the Rules or the Design Guidelines or decisions. Such assessments shall be in the amount so w e n d e d and shall be due and payable to the Association when levied. Monies eo expended shall include, without limitation, interest, a51 coets of enforcement, and engineera', architectsp, attorneye' aaB accountants' fees incurred by the Association. 8.05 m a t i o n , D g l a r a n i - and Qt.her E x = Default in Pavment of P I S s e ~ ~ r n ~ n t g . le u 8.06 se Owners of the following Lots shall be wholly e x a p t from assessments under this Article VIE1 as follows: (a) the (b) the Declarant; (c) any Sub-Association; Association; [d) any Governmental Agency; and ( e ) any Exempt Organization. No tf or re sa (a) Each assessment under this Azticle VIII shall be a separate, distinct and personal debt and obligation of the Owner o f the Lot against which the assessment is made; provided, however, that no Owner of a Lot shall have any personal liability for the payment of the debts and liabilities of the Association or for damage to any Cormnon U e a or any Lot not caused by such Owner. Each Owner of a Lot by acceptance of a deed therefor, whether or not so expressed in any such deed, is deemed to covenant and agree to pay such assessments to the Association. X i the Owner does not pay any installment of an assessment when due, the Owner shall be deemed in default and the amount of the unpaid assessment, together with the amount of any subsequent unpaid assessments, interest at twelve percent (32%) per amm plue, and costs, including reasonable attorney8' fees, shall be and become a lien upon the Lot o r Lots of such Qwner upon recordation by the Association of a notice of default. Such lien shall be subordinate to the lien of any mortgage upon the Lot; provided, however, that no mortgagee shall be required to collect any assessment on a Lot. The Qwnerte failure to pay an assessment ahall not be deemed ox constitute a default under any Insured Mortgage. (b) The sale or transfer of any Lot in foreclo~lureof any such mortgage, whether by judicial proceedings or purauant to a power of eale contained in such mortgage, or the transfer or conveyance to the mortgagee in lieu of foreclosure, shall extinguiah the lien as to payments of assessments which became due prior to such sale or transfer, but no such sale or transfer shall relieve such Lot or the purchaser or transferee The from the obligation to pay prospective assessments. Association m y record such notice of default within ninety (90) days following occurrence of such default and shall commence proceedinge to enforce such lien within six ( 6 ) months following euch recordation. The Association may foreclose such lien by suit fn like manner as a mortgage oE real property, and the Association shall have power to bid on the Lot at foreclosure eale and to acquire and hold, lease, mortgage or convey the same. The Association may also maintain a s u i t to recover a money judgment for unpaid assesementa vfthout foreclosing or waiving the lien on the Lot. The foregoing remedies shall be in addition to any other remediee provided by l a w for the enforcement of such assessment obligation, (c) Upon the requeet of an Owner, the ABeociation shall execute a certificate stating the amount of the unpaid aseessmeats secured by the Lien upon any Lot or Lots. Such Collection of AD essments by S u b - U ~ o c i a t i o n ~ . sa 8.07 le u se certificate aha11 be conclueive upon the Association and the Owner as to the amount of such unpaid assessment aa of the date of the certificate, The Association m y charge a reasonable fee for furnishing such certificate. No tf or re The Association may, at its option, delegate the Association's power to collect any and all aeseesmenta described in Article VIIS to the Sub-Associations, including Initiation Assessments, Maintenance Usessments, Individual Special Assessments, or any other rents, charges or fees (hereinafter collectively referred to as the "Association AsseesrnentsR), If this power is delegated to a Sub-Association by the Association, the Sub-Aseociation shall collect all the Association Assessments simultaneously with the collection from the Sub-Asaociation'e members of the assessmente due such Sub-Association pursuant to its declaration and by-law@ (hereinafter referred to as the sSub-BrjsociationAesessmentaR). (a) The Sub-Association ahall keep all of the sums collected from the &sociation Aase~3srnents segregated from any s u m collected from the SL&-Association Assessments, and shall pay over the Association Aaeessments to the Association promptly after collecting the aame from the Sub-Associationls members. (b) The Sub-Association shall keep records of a12 Association Assessments collected from the Sub-Bssociationrs members, and shall make such recarde available for examination by the Board or any Obmes at mutually convenient time8 and locations. ( c ) A Sub-&sociation which 9a given the power to collect Association Assessments shall not, by virtue of this power, be presumed to have any of the other powers granted to the Association in the Reetrictionst (d) A Sub-Association which is given the power to collect Association Wse~l~lmentashall not, by v i r t u e of this power, be obligated to perform any other of the Association's duties and obligations as described in the Restrictions, including but not limited to enforcement of any default in payment of any Association M~ssessment by an Owner, unlese such obligation is imposed on auch Sub-Araeociation by the Association. ARTICLE IX, MISCELLANGOUS PROVISIONS le u se (a) Declarant may by written amendment at any time prior to the date B e t forth in Section 4 . 0 2 ( 6 ) unilaterally amend or supplement: re sa Il) these Restrictions for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or o d e e i ~ nor mistake or manifest error contained in thia Declaration, ta cawply with the requirements of HUD, or to aupplernent the provisions of this Declaration with respect to special uee areas described in an Annexing Declaration; or plan of Launani Valley a8 tf or (2) the general described in Exhibit "Cn. No (b) These Restrictions may also be amended or repealed by affirmative vote of not leas than seventy-five percent ( 7 5 % ) of the total number of Class A of Association Members and the ccnaent of the Class B Association Member, as long aa such membership exists, at a meeting duly called and held for such purpose, The notice of such meeting shall s t a t e as a purpose the consideration of such amendment or repeal and shall state the substance of the amendment or the provieions to be repealed, ( c ) The provisions of subsection 9.01 [b) to the contrary notwithstanding, no provisian of this Declaration may be amended or repealed, the effect of which amendment or repeal would be to limit, abridge, modify or terminate any rights, eaaernents, privileges and immunities of Declarant or any authority and power reserved to Declarant, unless Declarant consenta in writing to such amendment or repeal prior to the consideration of such amendment or repeal. (a) The Association or any Owner shall have the right to enforce any of the covenants, conditions, restrictions, obligations. liens and charges now or hereafter imposed by the Restrictions upon other Owners or upon any property within the C m i t y Area, and the costs of enforcement, including court Costs a d attorneysr fees, shall be paid by any Owner who violated any such reetriction. covenant, condition, or re~ttictionor failed to pay and satisfy when due any such lien or charge. se (b) No Ower or the Association shall have any right to enter upon the Lot of any other Ormer or to abate any nuisance or enforce any proviei~n hereof against another Owner or the Association until reasonable notice and demand has been given t o the Owner of the Lot to cure or rectify the violation involved, provided that no notice need by given if the violation involved poses an immediate threat of personal injury or damage to property. No tf or re sa l eu (c) The A8sociation or any Owner shall have the right to enjoin or abate every act or omieeion constituting a violation of any condition, covenant or restriction of the Restrictions, which violation ia hereby declared to constitute a nuisance to be abated, by the Association or by an Owner pursuant to subsections (a) and {b) above. Insofar as any breach of these ResCrictiona may not adequately be ccmpensated by the recovery of damagee, the Association in addition to all other remedies available at law or in equity, m y require .and s h a l l be entitled t o the remedy of injunction to restrain or abate any such violation or breach or any threatened violation or breach by any Owner, (d) Each remedy provided for in the Restrictions is cumulative and non-exclusive. [e) The failure in any case to enforce the provisions of any covenant, condition, restriction, obligation, lien or charge of the Reatrictione shall not conetitute a waiver of any right to enforce any such provision of the Restrictions in any other case with respect to any Owner or Lot. No right of action shall accrue in favor of any Owner against the Association or Declarant for or on account of any failure by the Association or Declarant to bring any action on account of any violation or breach by any Ovner of the provisions of these Reatrictians or the neaign Guidelines. E * 9- v r mn~truction~ 9.03 ili - Compliance - with Laws, (a) All of the c w e n m t s , conditions and restrictions of the Restrictions shall be liberally conatrued to promote and effectuato the purposes of the Ccmamrnity Area as Bet forth in the recitals to this Declaration. (b) No provision of the Reetrictions shall excuse any person fram observing any law or regulation of any Governmental Agency having jurisdiction aver much person or over the C m u n i t y Area. If all uses to which a Lot may be devoted under the prwisfons of the Restrictions are illegal, under the applicable zoning ordinancee or statutes, an Owner nray use his Lot for any purpoee which ie lawful under such ordinance or statute, subject, however, to a11 other provisions of the Restrictions which lawfully apply to the Lot. ( c ) If axly provision of the Restrictions is held to be invalid or unenforceable, the validity and enforceability of the other provisions will remain unaffected. sa l eu se (dl The ~ i n g u l a r shall include the plural and the plural shall include the singular unlees the context requires the contrary, and the masculine, feminine and neuter shall each include the masculine, feminine or neuter as the context requires. or re (el The titles of section~and paragrapha herein are ineerted only for convenience and reference and ahall in no way define, limit or described the scope or intent of any provision a£ the Restrictions. tf Subdivision and ConsaLidati~a. No No Lot .within the Community Area shall be subdivided or consolidated and resubdivided by any Owner, other than Declasant, other than in connection with the dedication or granting of easements by the Association or any Owner, without the prior written apprcrval of the Design Comittee. The Design shall review any proposed subdivision or Committee consolidation and resubdivision for compliance with the Restrictions. The Design Comittee shall either approve or disapprove in writing the subdivision or coneolidation and reoubdiviaion within thirty (30) days after submission, and in the event of disapproval shall etate in writing the reasons. Failure to approve or disapprove within thirty (30) days of aubrni8~ion shall be deemed approval of said eubdivision or consolidation and resubdiviaion. The Deaign Conrmittee may charge a reasonable fee for review as determined by the Design Comittee. The Deaign Committee shall certify ite approval on a copy of the map showing the subdivision or consolidation and reaubdivi~ion. 9 .'05 Conveyance n E Comrnon Area: ~ e a e - a t i a n of Baaernent~and Riqhf;a-of-Wav and Classification o f Land Ars* (a) The Jwsociation shall acquire, accept and hold all real property and intereets in real property conveyed as common Area by Declarant, provided that the Association ehall acquire, accept and hold title to real property in fee subject to the following exception, l i e n s and encumbrances: (1) the lien of any non-delinquent real property taxes and assessments; ( 2 ) eaeements and rights-of-way on, wer or under all or any part of such real property as m y be reserved to Declarant or granted to any Owner or Sub-Bssociation in accordance with the Restrictions; re sa le u se ( 3 ) easements and rights-of-way on, over or under all or any part of such real property as may be reserved to Declarant or to an Orvner for access to real property contiguoue to the Common Area, or to be granted to or for the benefit of a Governmental Agency, the State of Hawaii, the City and County of Honolulu, or any public utility, Sub-Association, or to any Lot for the purpose of conatructing, erecting, operating and maintaining Roada, poles, wires, pipelines or ditches for lighting, electricity, telephone, gas, c m i t y antenna television, water, sewer, irrigation and etom water tranmnission, and any other utility systems; No tf or (4) easements for Roads, poles, wires, pipelines or ditches for lighting, electricity, telephone, gaa, c o m i t y antenna television, water, sewer, irrigation and storm water transmiasion, and any other utility eystems in favor of public Governmental Agencies, Sub-Associations or utilities, individuals; and (5) any other lien, encumbrance or defect In title (other than a lien to secure an obligation to pay money) which would not xnaterially prejudice the Owners in their use and enjoyment of such real property. (b) Declarant may change the land classification of real property not previously designated a8 Common Area of which Declarant i8 the Owner, and may convey such real property to the Association pursuant to the provisions af Section 7,04(b) and this Section 9.05. The Association aha11 accept the same, and upon acceptance such real property ahall become Comon Area. my ( c ) The Association may accept dedication of a Comon Area, if m y , within an incremental phase of the development of m u n a n i Valley prior to the recordation of the firstIn~ured Mortgage of a Lot within such incremental phase. (dl All Owners of any real property within the C o m i t y &ea which is not; a Cammon b e a may petition the Association to accept a dedication of such real property as a Common U e a . The Association may accept the same if the Board finds the use of auch real property to be of benefit to all $LB80ciation Members or to the members of a ~ ~ b - m s o c i a t i o n . Such real property shall become Common Area upon acceptance. sa le u se (el Following the conveyance of Cammon Area by Declarant to the Association, Declarant may, without the approval of the Deaign Committee, construct, reconstruct, refinish or alter any Improvement upon or make or create any excavation on or fill upon or change the natural or existing drainage of or remwe o r plant any trees, shmbe or ground coves upon such Common Area if Declarant shall d e t e d n e that m y such work (1) ie reasonably necessary for any utility installation serving any property within Laumni Valley, (2) is reasonElbLy neceesaxy far the construction of any facility for use by the Owners, ( 3 ) i a desirable in order to provide access to or t o enhance the u s e and enjoyment of the Comon Area, or ( 4 ) is desirable to preserve the Community Area. 9,07 No tf or re Declarant may delegate, transfer, aasign or release to the Association any right8 and powers vested in Declarant pursuant to the Reatrictiona and the Association shall accept the same upon the recording by Declarant of a notice of such delegation, transfer, or assignment or release. Condemnation of Comon Area. IE any portion of the Common Area or any interest therein shall be taken by eminent domain or by purchase in lieu of eminent domain, the entire award and campenoation shall be paid to the Aseociatian. No Owner shall be entitled to any portion of such award and no Owner shall be entitled to participate as a party or othemiee in any proceedings relating to such condemnation. Any provi~ion contained in this Declaration to the contrary notwithstanding, so long as: (a) any Lot in the C a m n i t y Area is eubject to the lien of an Insured Mortgage, and (b) any Lot in the Community Area ie o w e d by a Class B Association Member, must approve any of the following actions: (XI any annewtion of portion8 of the Property or other real property not within Launani Valley to the Community Uea, (y) any dedication of a Common Area to Governmental Agencies, and (z) any amendment to these Restrictions. Notices. Documents. Delivery. le u 9.10 se Mo Uwner through hia nan-use of any C o m o n Area, including any recreational facility, or by abandonment of his Lot, may avoid the burdens or obligations of ownership imposed on him by the Restrictions, or re sa Whenever notice ie required, reasonable notice shall be deemed to be five (5) days. A l l notices, d w n d s or documents which are required or permitted to be given or served hereunder shall be i n writing and sent by registered or certified mail, postage prepaid, by hand delivery, or by facsimile telecopiex with a copy sent by first class m a i l , addressed as follows: No tf To Declarant a t : To an officer of the Association or Design C m i t t e e at: WAJHUNA JOINT VENTUaE 220 S. King Street, Suite 680 Honolulu, Hawaii 96813 220 S. King Street, Suite 680 Honolulu, Hawaii 96913 The Street Address of such Owner in Launani Valley Any such address may be changed from time to time by eervfng notice to all other parties as above provided. Service of such notice or demand shall be deemed complete an the date of actual delivery or at the expiration of the second day after the date of mailing, which&ver is earlier, Theele Restrictions shall be governed by and construed in accordance with the laws of the State of Hawaii, IN WITNESS WHEREOF, Declazant has presents t h i s 10th day of December , 19%. executed these By Waikalani Developers, Inc., a Hawaii corporation, a j o i n t venturer se By WRD Limited Partnership, a H a w a i i limited p a r t n e r s h i p , a j o i n t venturer sa le u By C W , I n c . , a Hawaii c o r p o r a t i o n , Its g e n e r a l p a r t n e r No tf or re Its STATE OF KAWAII CITY ) On t h i s SS: f AND COUNTY OF HONDLU?iU NOV 1 3 1992 day of 1 9 , before ci::f ';3m~\m//, me personally appeared , to me . I r known, who, being by me duly sworn, did say that k l ' i a the ,, hJtyiq of WAIWI DEVELOPERS, INC., a \' e .pvcl>i the general Hawaii corporation, one of JOINT partners of WAIKUEA VENTURE, a Hawaii general partnership, and t h a t t h e seal affixed to the foregoing in~trument is the corporate seal of se said corporation and that said instrument was signed in behalf le u of said corporation by authority of its Board of Directors, and sa said officer acknowledged said instrument to be t h e free act re and deed of said corporation as said general partner of WAIWUNA No tf or JOINT V E m E . Notary P U b l i c , S t a t e af Hawaii MY commission expires: MAR 1 3 1994 1 1 STATE OF HAWAII CITY AND COUNTY OF HONOLULU SS: 1 3 1942 day of On this , 1 9 , before 7 . k\drj~.~kfltO' me personally appeared , known, w h o , being by me duly sworn, did say that FY (,51 (1e to me is t h e of CWD, INC., a Hawaii corporation, a general p a r t n e r of WRD LIMITED PARTNERSHIP, a Hawaii limited partnership, which limited partnership is one of the general of partnership, JORVT WAIRVNA and that the VENTZIRE, seal affixed a se partners general Hawaii to the foregoing instrument was signed and sealed in behalf of aaid sa said le u instrument i s t h e corporate seal of said corporation, and that re corporation by authority of its Board of D i r e c t o r s , and said or o f f i c e r acknowledged said instrument t o be t h e free act and p a r t n e r of WRD LIMITED tf deed of said corporation as general No PARTNERSHIP, as general partner of WAII3UNA JOINT VENTURE. My commission expires: MAR 1 3 1994 All of thoee certain parcels of land situate at Waipio and Waikakalaua, District of Ewa, City and County of Honolulu, State of Hawaii, described as follows: m S : 1278, area 3 6 . 3 2 acres, as shown on Map 100, and area 102.953 acres, as ahown on Map 4 3 5 , f i l e d in eaid Office of the Aesistant Registrar of the Land Court with Land Court Application No. 1000; X276-A, Together with the benefit in coxunon with others entitled thereto in the following rights and easements appurtenant to and benefiting Lots 1 2 7 6 - A and 1270: tf or re sa le u se (A) The nonexelusive right and ea~ement over, under and across Lot 4195 (Roadway Lot) as shown on Map 340 filed with Transfer Certificate of Title No. 148,771 ie~ued to Melemanu Woodland Association for utility purposes, in perpetuity unless and until title to said Lot 4195 is conveyed to the governmental authority authorized to accept title thereto; an6 subject t o the condition that the fee owner benefited by said easement shall repair and maintain aaid easement together with all other fee owners benefited by said easement until fee title to Lot 4 1 9 5 ie conveyed to, and accepted by, governmental authority authorized to accept title thereto; and No (B) The nonexclusive right and easement over, under and across Lot 5816, Roadway, as shown an Map 429 filed with Transfer Certificate of Title No, 13&,518 issued to Headrick Development, Inc. for all purpose0 for which street and roadway lots are cammonly used in the City and County of Honolulu, including the installation of utilities, in perpetuity until title to said Lot 5816 I s conveyed to the governmental authority authorized to accept title thereto; and subject to the condition that the fee owner benefited by aaid easement shall repair and maintain said easement together with all other fee ownerg benefited by said easement until fee title to Lot 5016 is conveyed to, and accepted by, governmental authority authorized to accept title thereto; and (C) A right of access (under the H-2 Freeway) approximately 56 feet in width, designated aa Easement 1879, over, under and acrose Lot 6196, Roadway, as shown on Map 445 filed in the Office of the PLseistant Registrar of the Land Court of the State of Hawaii with Land Court Application of John X i Estate, Limited, filed with Transfer Certificate of Title No. 178,370 issued to Headrick Development, fac. for roadway and utility purposes, in perpetuity until title to said Lot 6196 is conveyed to the gwernmental authority authhori~d to accept title thereto; and subject to the condition tkat the fee owner benefited by said easement ehall repair and maintain aafd easement until fee title to Lot 6196 is conveyed to, and accepted by, gwernmental authority authorized to accept title thereto, se (Dl The nonexclu~tfve right and ea~ement over, under and acro8B Lot 1276-8, Roadway, as ehown on Map 435, Laad Court Application 1000, filed with Transfer Certificate of Title No. 155,547 iesued to Headrick Development, Xnc. for a11 purpOBeEl for which street and roadways are commonly ueed in the City and County of Honolulu, including the installation of utilities, in perpetuity until title to said Lot 1276-8 i a conveyed to the governmental authority authorized to accept title thereto; and subject to the condition that the fee owner benefited by said easement ahall repair m d maintain said easement together with all other fee owners benefited by said easement until fee title to Lot 1276-B is conveyed to, and accepted by, governmental authority authorized to accept title thereto. re sa le u (El The nonexclusive right and easement over, under and across for roadway purpoees, Easement 2 2 8 within Lot 1 2 7 6 - A and Lot 1276-B, for vehicular use not exceeding two and one-half (2-1/21 tons ia weight, as set forth by Land Court Order No. 17866, filed F e b m a y 19, 1960, and Land Court Order Nu. 4 2 6 3 3 , f i l e d August 13, 1975. No tf or Aa to Lot 1276-A: Together with access over Lots 122'13 and 12214, as Bet forth by Land Court Order No. 67995, filed Novernber 2 8 , 1983, Land Court Order No. 78074, filed April 28, 1986, and Land Court Order No. 87670, filed December 23, 1987. Together with the benefit in common with others entitled thereto in the following rights and easements appurtenant to and benefiting Lot 1278: An eaaement over, under and across Lot 4196, Lot 5816 (Roadway Lots) and Easement '1879" running through Lot 6196, from Kamehameha Highway to the South boundary af said Lots 1276-A, 1276-B and 1276-C, as shown on Maps 340, 429 and 4 4 5 , respectively, of said Land Court Application No, 1000, for roadway and utility purposes, to be ueed in common with all others entitled thereto; aubject however, to the right reserved by Harold Thornton Stearns and Claudia Davis Steams, husband and wife, to grant and convey easements over, under and acrosB aaid Lots for roadway and utility purpoaes to other owners; subject, also, to the condition that this eaeement shall tezminate upon conveyance of title to said lot^ to the governmental authority authorized to accept title thereto, and subject, further, to the condition that Headrick Development, Jnc. shall repair and rnaintain said easement together with all owners of said easement until such acceptance of title to the roadways by aaid governmental authority. Being a portion of the land(s) described in Transfer Certificate of Title No. 357,768 issued to WAIHUlUA JOINT vlWlWW3, a Hawaii general partnership. SUBJECT, HOl4lWER, to the following: a. Eaeement & 3 0 R I 5 feet wide); Easement " 3 1 a (40 feet wide); Easement P 3 8 w ( 6 feet wide); and Easement "88-Am ( 5 feet wide), ae shown on Mapa 30 and 100 as set forth by Land Court Order No. 10596, filed August 31, 1951. b. Easement a227R (25 f e e t w i d e ) , aa ehown on Map 100, aa set forth by Larid Court Order No. 17866, filed February 19, 5960. Re~lenration(s) set forth in Deed dated M r i l sa d. le u se c. Grant in favor of the United States of America dated September 7, 1 9 5 1 , filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Document No. 131907; granting an easement to erect, etc., radio antennae, etc., together with such poles, e t c . 1, 1960, filed as aforesaid as Document No. 254783, to-wit: No tf or re Alllld subfeet f u r t h e r . however, aa to a31 easements herein and herebyWgranted or reserved, -to all rights of other parties existing as of the date hereof,' a, Easement @ 2 1 S R (16 feet wide) Easement "21GR feet w i d e ) , Easement P217 (16 feet w i d e ) , Easement m 2 1 8 w (16 feet wide) , Easement "219" ( 5 feet wide) , Easement % 2 2 5 " , Easement "226" ( 2 5 feet w i d e ) , Easement m 2 2 7 8 ( 2 5 feet wide), and Easement s228w ( 4 4 feet wide), situate w e r said lot: a6 shown on Maps 100 and 435 as a e t forth by Land Court Order No. 1 7 8 6 6 , Eiled February 1 9 , 1960. (16 b. Grant in favor of the United States of America dated January 5 , 1961, f i l e d ae aforesaid as Document No. 268343; granting Easement @ 2 2 5 Pf o r a nonexcluaive easement for the construction, etc., of an underground communication cable, etc. c. Ear~ement P 4 1 5 0 B (3 feet wide) and Eaeement wide), as shown on Map 638, as B e t forth by Land Court Order No. 70496, f i l e d July 1 8 , 1984. n 4 1 5 1 m (5 feet d. Grant in favor of the United States of America dated May 9, 1 9 8 4 , f i l e d as aforeeaid as Document No. 1248290, granting a nan-exclusive right-of-way in the nature of an eaErement for the con~ltruction, maintenance, repair, of an overhead carmrmnfcation cable, etc. , aver said Easements m 4 1 5 0 " and 84151.' April 1, e. Reservation(s) as eet forth in Deed dated 1960, filed ae aforesaid as Document No. 254783, to-wit: 'Resesving and excepting further, however, uato the Grantor, i t e successor^ and assigns, a perpetual eaaement to lay, construct, maintain, renew, repair and remove water pipelines along and under Easement 219 (within eaid Lot 1276-A), said Eaeement to be appurtenant to other lands of the Grantor described in said Certificate of Title No. 51,587. No tf or re sa le u se "Reserving and excepting, however, unto the Grantor, its aucceaeora and assigns, a perpetual nonexcluaive easement for road purposes over, along, across and upon Easement 228 (within said Lote 1 2 7 6 - A & 1276-B), as shown an eaid Map 435, provided, however, that this Easement shall automatically cease as to any portion or portiona of said road or roads if and when the same are dedicated to public use by conveyance thereof to the State of Hawaii or the City and County of Honolulu for road purposes, and alao over, along, across and upon the present road rvnning the length of m i d Lots 1276-8 & 1276-B to the extent that said present road does not presently lie within the boundaries of said Easement 228 so long as said present road shall be maintained in i t 8 present location, eaid Easement over said present road outside of the boundaries of safd Easement 228 to cease and terminate in the event that said preBent road ehall be relocated within said Easement 228, as any other alignment that shall be dedicated to public use, said Easement affecting Easement 228 and said present road to be appurtenant to Lots 1287, 1286, 1285, 1284, 1283, 1288, 1289, 1277, 1278 and 1279, being also portions of the 3anda described in Certificate of Title No. 51,587 and being the Easements for access to a public highway in favor of s a i d Lots referred to in Land Court Order No. 27,866, dated February 16, 1960 and filed February 19, 1960, and being also appurtenant to other lands of the Grantor mauka of safd Easement 228. Said Easement as to road purposes ehall be limited aa to vehicular uee to vehicles not exceeding two and one-half 12-1/21 t o n s in weight. PSubject, further, however, a8 to all easements herein and hereby granted or reserved, to all rights of other parties existing as of the date hereof." f. The following as set forth in Deed dated January 12, 1973, filed ae aforesaid aB Documeat No. 614694, by and between Harold Thornton Stearne and Claudia Davis Steams, husband and wife, as Grantors, m d Headrfck Development InC., a Hawaii corporation, as Grantee, to-wit: 3Subject also to r e s e m t i o a by Grantors of Eaeements 216, 217 and that portion of Easement 228, which extends from said Easement 216 to the South boundary of Lots 1276-A & 1276-3, as shown on Map 100, Land Court Application 1000, for road, utility, Isewer aad waterline purpoeee. These Easements ahall cease as to any portion or portione of same if and when dedicated to and accepted by the State of Hawaii and/or the City and County of Honolulu fur public purposes.u g. Restriction of accees rights aver and across the boundary of tot 1276-8 bordering Interstate Highway (FBP No. I-HZ-1(4)) a8 shown on Map 435, as e e t forth by Land Court Order Nu. 42633, filed August 13, 1975. le u se h. Grant in favor of GTE Hawaiian Telephone Company Zncarporated, dated September 10, 1992, filed as Document No. 1958740; granting a perpetual right and easement to build, conetruct , reconstruct, b u d , repair, maintain, and operate above-ground remote telephone circuit facilities, etc., for the tran~mfssion and distribution of comunicationa and control circuits, ete. sa i. Easement over, under and across Easement roadway purposes, in favor of Lot 1278, as set forth by Land Court Order No. 42633, filed August 13, 1975. re A 2 2 8 m for Covenants as set forth in Deed dated April tf a. or TO TOTS 1278 AND 1276-B 3. No 1, 1960, filed as aforesaid ae Document No. 254783, to-wit: "And the Grantees, in consideration of the premises, for themselves and their respective heirs and assigns, as owner or owners from t h e to time of eaid Lot 1276, hereby covenant and agree to and with the Grantor, i t s euccesaore and assigns, as owner or owners frm time to time of Lots 1287, 1288, 1289, 1277 and other Lots North and Eaet of said Lot 1288, that in the event that the Grantees shall build and constmct a road from said Easement 228 to said Lot 1288, they will grant to the Grantor, its successors and assigns, as aforesaid, a perpetual nonexclu~live easement not less than 44 feet in width for road purpo8ea. a Note: Lot 1276 was further subdivided into Lots 1276-8, 1276-8, 1276-C, 1276-D and 1276-E. Above covenant affects Lot 1276-A only, as set forth in Land Court Order No. 42633, filed August 13, 1975. "And, in further consideration of the p r ~ a e ~ it , is hereby mutually covenanted and agreed, as covenants runsling with the land, with r e s p e c t t o each and all Easemeats hereinabove granted to the Granteee, and with respect t o each and all Eaaements hereinabove reserved to the Grantor, appurtenant to the Lot or Lots granted to the Grantees and appurtenant to the premises owned and retained by the Grantor as hereinabove set forth, that the owner or ownere from time to time of the land or portion thereof to which said EasementB are appurtenant w i l l indemnify and hold harmless the owner or Owner8 fzm t h e to time of the fee title t o t h e parcel or parcels of land affected by s a i d Easement~, from and against property damage, personal injury and/or death arising out of euch exercise by such owner or ownera of said land, or portion thereof, to which said eaeemeats are appurtenant and by hia, her, its or their tenanta, eervants, agents, invitees and/or licen~ee6.A re sa le u se =And the Grantees, i n consideration of the premises, for themselves and their respective heirs and assigns, ae owners of said Easement for bridgea in Easements 220, 221, 222, 223 and 224, hereby covenant and agree to and with the Grantor, i t s succeasora and assigns, ae owner or owners from time to time of the selrvient property, that they will ao build, construct, repair and maintain said bridges as not to interfere with the uae of said e x i s t i n g ditch and any successor ditch, and as not to prevent the f r e e passage of water through s a i d existing ditch and any eucceasor ditch." No tf or b. G r a n t in favor of Hawaiian Electric Company, Inc., dated August 21, 1957, filed as aforesaid as Document No. 209937; granting a perpetual sight and easement to build, construct, reconstruct, repair, and operate pole and wire lines, e t c , , £or t h e transrnis~ion and distribution of electricity, etc. c. Declaration of Covenants dated July 19, 1975, filed as a f o r e s a i d as Document No. 773994. d. Unilateral Agreement and Declaration for Conditional Zoning dated May 23, 1986, filed as aforesaid as Document No. 1 3 7 3 9 6 4 , by Waikalani Developers, Inc., a Hawaii corporation. XBIT All of that certain parcel, of land situate at Waipio and Waikakalaua, District of Ewa, City and County of Honolulu, State of Xawaii, described as fullowe: LOT 1276-8, area 382.953 acrea, a8 shown on Map 435, filed in a a i d O f f i c e of the Aseistant Registrar of the Land Court with Land Court Application No. 1000; Together with the b e n e f i t in cornon with others entitled thereto in the following rights and easements appurtenant to and benefiting Lot 1276-A: or re sa le u se {A) The nonexclusive right and easement over, under and across Lot 4195 (Roadway Lot) as shown on Map 3 4 0 filed with Transfer Certificate of Title No. 148,771 issued to MeLemanu Woodland Usociation for utility purpo~es, in perpetuity unless and until t i t l e to said Lot 4195 is conveyed to the governmental authority authorized to accept title thereto; and s u b j e c t to the condition that the fee owner benefited by said easement shall repair and maintain s a i d easement together w i t h all other fee owners benefited by said easement until fee title to Lot 4195 is conveyed to, and accepted by, goveramental authority autharized to accept title thereto; and No tf (B) The nonexcluaive right and easement over, under and across Lot 5816, Roadway, as shown on Map 429 f i l e d with Transfer Certificate of Title No. 138,518 issued to Headrick Development, Znc, for all purpoees for which street and roadway lots are commonly used in the City and County of Honolulu, including the installation of utilities, in perpetuity until title to s a i d Lot 5816 is conveyed to the governmental a u t h o r i t y authorized to accept title thereto; and subject to the condition that the fee owner benefited by said eaaement shall repair and maintain said easement together with all other fee owners benefited by said easement until fee title to Lot 5816 is canveyed to, and accepted by, governmental authority authorized to accept title t h e r e t o ; and (C) A right: of access (under the H-2 Freeway) approximately 56 feet in width, designated as Easement 1879, over, under and across Lot 6196, Roadway, as ahown on Map 445 filed in the O f f i c e of the Assistant Registrar of the Land Court of the State o f Hawaii with Land Court Application of John Zi Estate, Limited, filed with Transfer Certificate of Title No. 178,370 ieaued to Headrick Development, Inc. for roadway and utility purposes, in perpetuity until t i t l e to said Lot 6196 8 conveyed to the governmental authority authorized to accept t i t l e thereto; and subject to the condition that the fee owner benefited by said easement a h a l l repair and maintain aaid easement until gee title to Lot 6196 is conveyed to, and accepted by, governmental authority authorized to accept title thereto; se (Dl The rronexcLulsive right and easement over, under and acrose L o t 1276-8, Roadway, as shown on Map 435, Land Court Application 1000, filed with Transfer Certificate of Title No. 155,547 issued to Headrick Development, Inc. for all purposes f o r which street and roadway@ are comonly used in the City and County of Honolulu, including the installation of utilities, in perpetuity until title to e a i d Lot 1276-B is conveyed to the governmental authority authorized to accept title thereto; and subject to the condition t h a t the fee owner benefited by eaid easemeat shall repair and maintain aaid eaeement together w i t h all athex fee ownera benefited by said easement until f e e title to Lot 1276-B ie conveyed to, d accepted by, governmental authority authorized to accept title thereto. sa le u Together with acceas over Lots 12213 and 12214, as set f o r t h by Land Court Order No. 67995, filed November 28, 1983, Land Court Order No. 78074, filed April 28, 1986, and Land Court Order No. 87679, filed December 23, 1987. No tf or re The nonexcluaive right and easement over, under and acrosa for roadway purposes, Easement 2 2 8 within Lot 1 2 7 6 - A and Lot 1276-B, f o r vehicular use not exceeding two and one-half (2-1/2) tons in weight, a3 set forth by Land Court Order No. 17866, filed Febsuary 19, 1960, and Land Court Order No, 42633, filed August 13, 1975. Being a portion of the landIs) described in Transfer Certificate of Title Nol 3 5 7 , 7 6 0 issued to WAIHUNA JOINT VENTURE, a Hawaii general partnership. Mote: Lot 1276-A will have access over Roadway Lot 1276-3, which connects with Roadway Lot 5816 and Roadway Lot 5408, as set forth by Land Court Order No. 42633, filed August 13, 1975. SUBJECT, HOWEVER, to the following: 1. Eaeenient n 2 1 5 8 (16 f e e t wide) Easement "216' (16 feet wide), Easement '217 (16 f e e t w i d e ) , Easement w 2 1 8 w (16 feet wide), Easement V 1 9 . (5 feet wide), Easement " 2 2 ~ ~ ~ Ea~ement " i 2 2 6 A ( 2 5 f e e t wide), Easement ' 2 2 7 V 2 5 feet wide), and Easement 0 2 2 8 n I44 feet wide) , situate over eaid 'lot: as shown on Maps 100 and 435 as s e t forth by Land Court Order No. 17566, filed February 19, 1960. 2. Grant in favor of the United States of America dated January 5, 1961, filed as aforesaid as Document No. 268343; granting Eaeement 0225B for a nonexclusive easement for the construction, etc., of an underground cammmication cable, etc. 3. Easement 8 4 1 S O V 3 feet wide) and Eaaement P 4 1 5 1 u (5 feet wide), aa srhowa on Map 638, as set forth by Land Court Order Mu. 70496, filed July 18, 1984. se 4. Grant in favor of the United States of America dated May 9, 1984, filed as afore~laid as Document No. 1248290, granting a non-exclusive right-of-way in the nature of an easement f o r the construction, maintenance, repair, of an overhead c o m i c a t i o n cable, etc., over said Easements m 4 1 5 0 w and " 4 3 5 1 . " le u 5. Reservation(i3) as set forth in Deed dated April 1, 1960, filed as aforesaid as Document No. 2 5 4 7 8 3 , to-wit: tf or re sa @Resenring and excepting further, however, unto the Grantor, ite aucceasors and asaigns, a perpetual easement to 1 , construct, maintain, renew, repair and remove water pipelines along and under Easement 219 (within said Lot 1276-A), said Easement to be appurtenant to o t h e r lands of the Grantor described in said Certificate of Title No. 51,587. No wReaerving and excepting, however, unto the Grantor, its successors and aesigns, a perpetual nonexclusive easement for road purposea aver, along, across and upon Basement 228 (within eaid Lots 1 2 7 6 - A & 2276-B), as shown on said Map 435, provided, however, that this Easement shall automatically cease as to any portion or portions of said road or roada if and when the same are dedicated to public use by conveyance thereof to the State of Hawaii or the City and County of Honolulu for road purposes, and also over, along, across and upon the present road running the length of said Lots 1276-A Q 1276-8 to the extent that said present road does not presently lie within the boundaries of aaid Easement 228 so long as said preeent road ahall be maintained in its present location, said Easement over said present road outside of the boundaries of said Easement 228 to cease and terminate in the event that said present road shall be relocated within aaid Easement 228, or any other alignment that shall be dedicated to public use, said Easement affecting Easement 228 and said present road to be appurtenant to Lots 1287, 1286, 1285, 1284, 1283, 1280, 1289, 1277, 1278 and 1279, being also portions of the lands described in *Nwo Certificate of Title No. 51,53?? and being the Easements for access to a public highway in favor of said Lots referred to in Land Court Order No. 17,866, dated February 16, 1960 and tiled February 19, 1960, and being also appurtenant to other lands of the Grantor wants of said Easement 228. Said Easement as to road purposes shall be limited as to vehicular use to vehicles not exceeding two and oneohalf tons in weight. ?Subject, further, however, as to all easements herein and hereby granted or reserved, to all rights of other parties existing as of the date hereof.? 6. The following as set forth in Deed dated January 12, 1973, filed as aforesaid as Document No. 614694, by and between. Harold Thornton Stearns and Claudia Davis Stearns, husband and wife, as Grantors, and Headrick Development Inc,, a Hawaii corporation, as Grantee, to-wit: aSubject also to reservation by Grantors of Easements 216, 217 and that portion of Easement 228, which extends from said Easement 216 to the South. boundary of Lots 1276-A. 1276-5, as shown on map 100, Land Court Application 1000, for road. utility, sewer and waterline purposes. These Easements shall cease as to any portion or portions of same if and when dedicated to and accepted by the State of Hawaii and/or the City and County of Honolulu for public purposes.? 7. Restriction of access rights over and across the boundary of Lot 1276-31 bordering Interstate Highway (PAP No. as shown on Map 435, as set forth by Land Court Order No. 42633, filed August 13, 1975. 8. Covenants as set forth in Deed dated April 1, 1960, filed as aforesaid as Document No. 254783, to~wit: lhand the Grantees, in consideration of the premises, for themselves and their respective heirs and assigns, as owner or owners from time to time of said Lot 1276, hereby covenant and agree to and with the Grantor, its successors and assigns, as owner or owners from time to time of Lots 1287, 1288, 1289, 1277 and other Lots North and East of said Lot 1283, that in the event that the Grantees shall build and construct a road from said Easement 228 to said Lot 1288, they will grant to the Grantor, its successors and assigns, as aforesaid, a perpetual nonexclusive easement not less than 44 feet in width for road purposes." ?And, in further consideration of the premises, it is hereby"mutually' covenanted and. agreed, as covenants running with the land, with respect to each and all Easements hereinabove granted to the Grantees. and with respect to each and all Easemente hereinabove reserved to the Grantor, appurtenant to the Lot OX Lots granted to the Grantees and appurtenant to the premise^ owned and retained by the Grantor as hereinabove set forth, that the owner or owners from time to time of the Land or portion thereof to which said Easements are appurtenant will indemnify and hold harmlees the owner or owners from time to time of the fee title to the parcel or parcels of land affected by said Easementa, from and against property damage, personal injury and/or death arising out of such exercise by such owner or owners of eaid land, or portion thereof, to which said easements are appurtenant and by his, her, ite or their teaants, eervanta, agents, invitees and/or licensees.' sa le u se PAnd the Grantees, in consideration of the premi~es, for themelves and their re~pective heir^ and assigna, as ownere of said Easement for bridges in Easements 220, 221, 222, 223 and 224, hereby covenant and agree to and with the Grantor, it0 successors and assigns, as owner or ownere from time to time of the s e r v i e n t property, that they will 0 0 build, conatruct, repair and maintain said bridges as not to interfere with the use of said existing ditch and any successor ditch, and as not t o prevent the free passage of water through said existing ditch and any successor ditch.' tf or re 9. Grant in favor of Hawaiian E l e c t r i c Company, Inc., dated August 21, 1957, filed as aforesaid as Document No. 209937; granting a perpetual sight and easement to build, construct, reconstruct, repair, and operate pole and wire lines, etc., for t h e transmission and distribution of electricity, etc. No 10, Declaration of Covenants dated July filed as aforesaid as Document No. 773994. 19, 1976, 11. Unilateral Agreement and Declaration for Conditional Zoning dated May 23, 1986, filed as aforesaid as Document No. 1373964, by Waikalani Developera, Inc., a Hawaii corporation. 12. Grant in favor of G T 3 Hawaiian Telephone Corrrpany Incorporated, dated September 10, 1992, filed a8 Document No, 1958740; granting a perpetual right and eaaement to build, construct, reconstruct, rebuild, repair, maintain, and operate above-ground remote telephone circuit facilities, etc., for the transmission and distribution of communications and control circuits, etc. 13, Easement over, under and acrosa Eaeement # 2 2 S A for roadway purposes, in favor of Lot 1278, as ~ e tforth by Land Court Order No. 42633, filed August 13, 1975. J3ND OF EXHIBIT " A A -5- se le u sa re or tf No THIS IS MERELY A PRELIMINARY AID CONCEPTUAL DEPICTION PROVIDED FOR GENERAL INFORMATION. IT IS SUBJECT TO C W G E AT ANY TIME AND FROM TIME TO TIME BY WAIHUNA JOINT VENTURE ("WJV' ) WITHOUT NOTICE AND AT WJV'S SOLE DISCRETION. WJV MRKES NO WAlWWTfES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THIS DEFICITION. NO RELTANCE BY ANY PARTY SR0Ur;D BE PLACED HEREON. AFTER RECORDATION, RET(JRN BY MAIL i X 1 ) & Beh Irene A . Anzai @ le u Attention: L se Rush Moore Craven Sutton Marry 7 4 5 Fort Street, Suite 2000 Honolulu, Hawaii 96813 P I C K UP sa TITLE OF DOCUMENT: No PARTIES TO DOCUMENT: tf or re ANNEXATION OF ADDITIONAL PROPERTY AND AMENDMENT OF DECLAR'TIOfi? OF COVENANTS, CONDITIONS AND RESTRICTIONS OF LAUNANI VALLEY WAIIlCMA JOINT V E m E PROPERTY DESCRIPTION: : LIBER/PAGE/DOCUMENT NO.: : DOCUMENT NO.: : TRANSFER CERTIFICATE OF TITLE NO(S1.: 4 1 5 , 0 3 7 , 415,038 1978661 SEE EXHIBIT "A1$ : 8304M RUSH MOORE CRAVEN SUTTON MORRY & BEN Attorneys at Law ANHEXATION OF ADDITIONAL PROPERTY AND OF DECLARATION OF CO"VENANTS, CONDITIONS AND RESTRICTIONS OF LAUNANI VALLEY 2MXtdD- HEEWW3, in order to foster the development of its land pursuant to a community development plan known as nLd.UNANI VALLEY," WAIHUNA JOINT VENTURE, a Hawaii general partnership (hereinafter called mDeclarantuj recorded the Declaration Of Covenants, Conditions And Restrictions Of Launani Valley dated December 10, 1992 (the nDeclarationnl in the Office af the Assistant Registrar of the Land Court of the State of Hawaii as Document No. 1978663; and se WKERISRS, the initial property to be developed by Declarant as part of the community development was described in Exhibit 'lE3" to the Declaration and is referred to in the Declaration as the nCormrmzlity and le u Wl3BRBAS. in Section 4.02 of the Declaration, the Declarant rese&ed the sight to annex other real to the C a d t y Axea; and re sa WIBR3AS, since the recordation of the Declaration, the land described in Exhibit 1 1 3 uof the Declaratian has been consolidated with other land and resubdivided pursuant to Land Court Order No. 112034 filed on June 4 , 1993; and No tf or WHEREAS, all of the land described in Exhibit "B" of the Declaration is now a p a r t of Lot 14235 (which also includes other land) and Lot 14236, both lots as shown on Map 861 of Land Court Application No. 1000; and wIiEMW3, pursuant to its reserved rights in Section 4.02 of the Declaration, Declarant desires to annex said Lot 14235 to the C o m i t y 19rea; and WHEREAS, Declarant further desires to exercise its right under Section 9.01(a) of the Declaration to m e n d the Declaration in order to replace the property description contained in Exhibit "BH of the Declaration with a description of the land after the aforesaid consolidation and.resubdivisian and annexation and in order to clarify certain provisions contained in the Declaration. NOW, THEREPORE, Declarant hereby annexes s a i d Lot 14235, as more particularly described in Exhibit "An attached hereto and made a part hereof, to the Community Area, all of which property shall be subject to the covenants, conditions and restrictions contained in the Declaratian. All of said Lot 14235 as described in Exhibit " A t t is to be held, sold, conveyed, encumbered, leased, occupied and approved subject to the restrictions, covenants, and conditions contained-in the Declaration and shall be classified as Private Area, as such term is defined in the Declaration. Declarant further hereby amends the ~eclaration as follows: 1. The property description contained in Exhibit "Bg attached to the Declaration is deleted in its entirety and replaced by the property description contained in Exhibit "An attached hereto and made a part hereof. 2, The first paragraph of the Declaration is amended to delete the reference to Waihuna Joint Venture, as "a Hawaii limited partnershipn and to insert in its place the correct identification as "a Hawaii general partnership." - le u se 3 The definition of the term "Annexing DecXarati~n'~ in Section 3.03; of the Declaration is amended to delete the capital letters in the phrase "Supplemental Declaration of Covenants, Conditions and Re~trictions~~ and to insert in lieu thereof the same letters in lower case. sa 4. Section 5.02 (h) of the Declaration is amended to add at the end of the paragraph the following sentence: No tf or re Notwithstanding any provision to the contrary contained herein, certified guide, signal, and service dogs (as defined hereinbelow) and other such animals specially trained to assist handicapped individuals (hereinafter collectively referred to' as "specially trained animals") shall be permitted on any Lot subject to the following restrictions: specially trained animals shall bred, or used for any commercial (1) such not be kept, purposes ; and (2) any specially trained animal. causing a nuisance to neighbors shall be removed but may be replaced by another specially trained animal. The term " g u i d e dog-hall mean "any dog individually trained by a licensed guide dog trainer for guiding a blind person by means of a harness attached to the dog and rigid handle grasped by the person,l1 as defined in Section 515-3(5), Hawaii Revised Statutes, as the same may-be amended from time to time in the future. The term "service dogn shall mean "any dog individually trained and certified by a nationally recagnized service dag organization to assist a person with a disability in performing essential activities of daily living," as defined in Secton 5 1 5 - 3 t 8 1 , Hawaii Revised Statutes, as the same may be amended from time to time in the future, The term "signal dogn shall mean "any dog individually trained and certified by a nationally recognized signal dog organization to alert a deaf person to intruders or sounds," as defined in Section 515-3( a ) , Hawaii Revised Statutes, as the same may be amended from time to time in the future. 5. Section 5.02 of the Declaration is amended to add a new subsection (gg) to read as follows: tf or re sa le u se ( g g ) With respect solely to Condominiums constituting a part of the Community Area, to the extent that any provision contained in this Section 5.02 conflicts with a provision contained in a Condominium's declaration of condominium property regime, by-laws of the association of apartment owners, or house rules, or with a provision contained in the Condominium Property Act, Hawaii Revised Statutes, Chapter 514A, as the same may be amended from time to time (hereinafter referred to as the +~CondorniniumProperty A c t n ) , the more restrictive of the provisions shall control, provided, however, that this subsection (gg) shall not be interpreted or construed in any manner that would modify, limit, abridge or terminate any right or privilege of Declarant specified or reserved in Section 5.02 of this Declaration. No 6. Section 5.06 ( b ) ( 3 ) of the Declaration is mended to read as follows: ( 3 ) Except as otherwise provided for in a Condominium's declaration of condominium property regime or by-laws of the association of apartment owners or in the Condominium Property Act, a Sub-Association shall not be required to obtain cansent of the Sub-Association members prior to making any Improvements in a Cotenancy Area. 7. The first sentence of Section 5 . 0 6 ( c ) Declaration is amended to read as follows: of - ( c ) A Cotenancy Area may be used for any purpose for which such Cotenancy Area was expressly created, as described in any declaration of condominium property regime or other declaration or conveyance document, subject, however, to the right to change such use as may be provided in any such declaration of condominium property regime, other declaration, or conveyance document or in the Condominium Property A c t , if applicable. the In all o t h e r r e s p e c t s , the Declaration, as is hereby r a t i f i e d and confirmed a n d s h a l l be b i n d i n g upon and inure t o t h e b e n e f i t of the parties hereto and their respective heirs, successors and assigns. amended, IN WITNESS WHEREOF, these p r e s e n t s this J&-day of '"- eclarant has executed a 1993. W A I W A JOINT VENTIRE By W a i k a l a n i Developers, I n c . , a H a w a i i corporation, a j o i n t venturer Its VtV&Pfw-+ \ le u se BY sa By WRD Limited P a r t n e r s h i p , a Hawaii limited partnership, a j o i n t venturer re B y CHD, Inc., a Hawaii c o r p o r a t i o n , No tf or Its general partner , 1 'STATE OF HAWAII ss: CITY RND COUNTY OF HONOLULU ) - 4'' 2+'/Pact me personally appeared known, - . who, being by me d u l y sworn, &Hawaii did say that &is of WAIRRLANI corporation, one of , to me the general DEVELOPERS, of partners the INC., a WA1KU"NA JOINT VENTURE, a Hawaii general partnership, and that: the seal a f f i x e d t o t h e foregoing i n s t r u m e n t is the c o r p o r a t e seal of se s a i d corporation and that said instrument was sigced in behalf le u of s a i d corporation by a u t h o r i t y of its Board of D i r e c t o r s , and sa said officer acknowledged said instrument to be the free a c t re and deed of said corporation as said general partner of WAIFTUNA No tf or JOINT VEldlTRE. LC-, Nora* P U ~ State , Le--A of Hawaii My commission expires : d- 96 1 STATE OF HAWAII CITY z 24day On r h i s me personally appeared of , 1993, before -2 to me \ j f l - who. being by me d u l y sworn, did s a y t h a t known, 2 ss: 1 COUNTY OF HONOLULU ANZ) - f - w is the of CHD, INC., a Hawaii c o r p o r a t i o n , a g e n e r a l p a r t n e r of WRD L I M I T E D PARTNERSHIP, a Hawaii limited partners of partnership, which 1.irnited p a r t n e r s h i p i s one of WAIHUNA and JOINT that VENTURE, seal the a to affixed t h e general Hawaii se partnership, the general foregoing instrument was signed of said in Directors, said instrument t o be corporation as g e n e r a l behalf the partner of said of and s a i d free act and WRD LIMITED tf deed i t s Board of or officer acknowledged sealed re c o r p o r a t i o n b y a u t h o r i t y of and sa said le u instrument i s t h e corporate seal of said c o r p o r a t i o n , and t h a t No PARTNERSHIP, as general p a r t n e r of WAIHUNA JOINT V E m E . I> e, - State of-awaii M y commission expires : J->3 -9 T I T L EG U A R A N T OYF H A W A I I INCORPORATED H0NOL.L'I.U. H A W A I I TITLE GUARANTY OF HAWAII, INCORPORATED HEREBY CERTIFIES THAT THIS 15 A TRUE COPY OF THE ORIGINAL DOCUMENT RECORDED AS LAND COURT DOCUMENT NO. 2038685 A N D NOTED ON TRANSFER CERTIFICATE 415037 No tf or re sa le u se OF TITLE N O . EXHIBIT "A" Parcel First : A l l of that certain parcel of land situate at Waipio and Waikakalaua, District of Ewa, City and County of Honolulu, State of Hawaii, described as follows: LOT 14235, area 10,406 acres, more or less, a s shown on Map 861, filed in the Office of t h e Assistant Registrar of the Land Court of the S t a t e of Hawaii with Land Court Application No. 1000 of John Ii Estate, Limited; se Being the land described in Transfer Certificate of Title No. 4 1 5 , 0 3 7 i s s u e d to WAIHUNA J O I N T VENTURE, a Hawaii general partnership. le u Parcel Second: sa All of that certain parcel of land situate at Waipio and Waikakalaua, District of Ewa, City and County of ~onolulu, State of Hawaii, described as follows: or re LOT 14236, area 174.593 acres, more o r less, as shown on Map 861, filed in t h e Office of the Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application No. 1000 of S o h Ii Estate, Limited; nonexclusive appurtenant rights and No tf Together with easements as follows: (A) The nonexclusive right and easement over, under and across Lot 4195 (Roadway Lot) as shown on ,Map 340 filed with Transfer Certificate of Title No. 148,771 issued t o Melemanu Woodland Association for utility purposes, in perpetuity unless and until title to said L o t 4195 is conveyed to the governmental authority authorized to accept title thereto; and subject to the condition that t h e fee owner b e n e f i t e d by said easement shall repair and maintain said easement together with a l l o t h e r fee owners benefited by said easement until fee title to Lot 4195 i s conveyed to, a n d accepted by, governmental authority authorized to accept t i t l e thereto; (B) The nonexclusive right and easement over, under and across Lot 5816, Roadway, as shown on Map 429 filed with Transfer Certificate of Title No. 138,518 issued to Headrick Development, Inc. for all purposes f o r which street and roadway lots are commonly used in the City and County of Honolulu, including the installation of utilities, in perpetuity until title to said Lot 5816 is conveyed to the governmental authority authorized to accept title thereto; and subject to the condition that the fee owner benefited by said easement shall repair and maintain said easement together with a13 other fee owners benefited by said easement u n t i l fee title to Lot 5816 is conveyed to, and accepted by, governmental authority authorized to accept title thereto; le u se (CI A right of access (under the H-2 Freeway) approximately 56 feet in width, designated as Easement 1879, over, under and across Lot 6196, Roadway, as shown on Map 445 filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application of John Ii Estate, Limited, filed with Transfer Certificate of T i t l e No. 178,370 issued to Headrick Development, Inc. for roadway and utility purposes, in perpetuity until title to said Lot 6196 is conveyed to the governmental authority authorized to accept title thereto; and subject to t h e 'condition that: the fee owner benefited by said easement shall repair and maintain said easement until fee title to Lot 6196 is conveyed to, and accepted by, governmental authority authorized to accept title thereto; No tf or re sa ID) T h e nonexclusive right and easement o v e r , under and across Lot 1276-B, Roadway, as shown on Map 435, Land Court Application 1000, filed with Transfer Certificate of Title No. 155,547 issued to Headrick Deve3opment, Inc. for all purposes for which street and roadways are commonly used in the City and County of Honolulu, including the installation of utilities, in perpetuity until title to said Lot 1276-B is conveyed to the governmental authority authorized to accept title thereto; and subject to the condition that the fee owner benefited by said easement shall repair and maintain said easement together with all other fee owners b e n e f i t e d by said easement until fee title to Lot 1276-B is conveyed to, and accepted by, governmental authority authorized to accept title thereto; and ( E ) The nonexclusive right and easement over, under and across for roadway purposes, Easement 228 within Lot 1276-A and Lot 1276-B, for vehicular use not exceeding two and one-half (2-1/21 tons in weight, as set forth by Land Court Order No. 17866, filed February 19, 1960, and Land Court Order No, 42633, filed August 13, 1975. Being the land described in Transfer Certificate of Title NO, 415,039 issued to WAIKUNA JOINT VENTURE, a Hawaii general partnership. NOTE : Lots 14235 and 14236 will have access to a public road over Lots 12213 and 12214, as shown on Map 702, and Lot 1276-3, as shown on Map 435, as set forth by Land Court Order No. 112034, filed on June 4, 1993. SUBJECT, HOWEVER, to the following: 1. AS TO PARCEL FIRST - LOT 14235 a. Designation of Easement "3713'l for flowage purposes, as shown on Maps 618 and 861, as set forth by Land Court Order No. 67995, filed November 28, 1983. b. Unilateral Agreement and Declaration for Conditional Zoning dated November 2 , 1992, filed as Land Court Document No. 1967152. re sa le u se c. The terms and provisions, including the failure to comply with the covenants, conditions and reservations contained- in Declaration of ~ondorninium Property Regime dated December 10, 1992, filed in the Office of the Assistant Registrar of the Land Court of the State of Eawaii as Land C o u r t Document No, 1978662, as the same may hereafter be mended in accordance with law or with said Declaration. IProj ect covered by Condominium Map No. 942.) Said Declaration was amended by instrument dated March 2, 1993, filed as Land Court Document No. 2004832. No tf or d. The terms and provisions, including the failure to comply with the covenants, conditions and reservations contained in By-laws of the Association of Apartment Owners of the Condominium Project known as "THE RIDGE AT LAUNANI VALLEYt3 dated December 10, 1992, filed in the Office of the Assistant Registrar of the Land C o u r t of the State of Hawaii as Land Court Document No. 1978663, as the same may hereafter be amended. e. Designation of Easement: as shown on Map 861, as set 112034, filed on June 4 , 1993. forth 0.017 acre) Land Court Order No. 1 1 5 3 4 4 r 1 (area by f. Designation of Easement "5345"area 0.001 acre) as shown on Map 861, as set forth by Land Court Order No. 112034, filed on June 4 , 1993. g. Designation of Easement " 5 3 4 6 " (area 0.004 acre) as shown on Map 861, as set forth by Land Court Order No. 112034, filed on June 4, 3 9 9 3 . h. Grant in favor of Hawaiian Electric Company, Inc., dated May 13, 1993, filed as Land Court Document No. 2036296, granting a perpetual right and easement to build, construct, reconstruct, rebuild, repair, maintain and operate above-ground transf o m e x sites, underground lines, etc. f o r t h e transmission and distribution of electricity. i. Grant in favor of GTE Hawaiian Telephone Campany, Incorporated, dated May 27, 1993, filed as Land Court Document No. 2036298, granting a perpetual right and easement to build, construct, reconstruct, rebuild, repair, maintain and operate above -ground transfa m e r sites, underground lines, etc. for the transmission and distribution of electricity. j. The terms and provisions, including the failure to comply with any covenants, conditions and reservations contained in Declaration of Restrictive Covenants (Private Park) dated June 15, 1993, filed as Land Court Document No. 2fi3&81 . k, Grant in favor of Hawaiian Electric Company, Tnc. GTE Hawaiian Telephone Company, Inc~rporate$~~~~-dated June IS, 1993, filed as Land Court Document No. - F ~ R S granting a perpetual right and easement to construct, seconstxuct, operate, maintain, repair and remove pull boxes, hand holes, transformer vault sites, underground power lines, e t c . for the transmission and distribution of electricity. and AS TO PARCEL SECOND - LOT 14236 sa 2. le u se 1 No 1960. tf or re a. Easement "216IT (16 feet wide), Easement 1t21711 (16 feet wide), Easement t'21911(5 feet wide), Easement "22St', Easement "226Ir (25 feet wide), Easement "227" (25 feet wide) and Easement "228" ( 4 4 feet wide) as shown on Maps 100 and 861, as set forth by Land Court Order No. 17866, filed February 19, b. Easement over, under and across Easement " 2 2 8 " for roadway purposes, in favor of Lot 1278, as set forth by Land Court Order No. 42633, filed August 13, 1975. c. Grant in favor of the United States of America, dated January 5, 1961, granting a nonexclusive easement for the construction, etc. of an underground communication cable, etc., over and across Easement " 2 2 S V , filed as Land Court Document No. 268343. d. Easement '4150" I3 feet wide) and Easement 1L45511t ( 5 feet wide) as shown on Maps 638 and 861 as set forth by Land Court Order No. 70496, filed July 18, 1984. e. G r a n t in favor of the United States of America, dated May 9, 1984, granting a nonexclusive right-of-way in the nature of an easement for the construction, maintenance, and repair of an overhead communication cable, etc., over said Easements ' ' 4 1 5 O f l and "415l1*,filed as Land Court Document No. 1248290. f. The terms and provisions, including the failure to comply with any covenants, conditions and reservations contained in Deed dated April 1, 1960, filed as Land Court: Document No. 254783. The foregoing includes but is not limited tc, the fallowing: ItReserving and excepting further, however, unto the Grantor, its successors and assigns, a perpetual easement to lay, construct, maintain, renew, repair and remove water pipelines along and under Easement 219 (within said Lot 1 2 7 6 - A ) , said Easement to be appurtenant to other lands of the Grantor described in said Certificate of Title No. 51,587." No tf or re sa le u se llReserving and excepting, however, unto the Grantor, its successors and assigns, a perpetual nonexclusive easement for road purposes over, along, across and upon Easement 228 (within said Lots 1 2 7 6 - A & 1276-R) , as shown on said Map 435, provided, however, that this Easement shall automatically cease as to any portion or portions of said road or roads if and when the same are dedicated to public use by conveyance thereof to the State of Hawaii or the City and County of Honolulu for road purposes, and also over, along, across and upon the present road running the length of said Lots 1 2 7 6 - A & 1276-B to the extent that said present road does not presently lie within the boundaries of said Easement 228 so long as said present road shall be maintained in its present location, said Easement over said present road outside of the boundaries of said Easement 228 to cease and terminate in the event that said present road shall be relocated within said Easement 228, or any other alignment that shall be dedicated to public use, said Easement affecting Easement 228 and said present road to be appurtenant to Lots 1287, 1286, 1285, 1284, 1283, 1288, 1289, 1277, 1278 and 1279, being also portions of the lands described in Certificate of Title No. 51,587 and being the Easements for access to a public highway in favor of said Lots referred to in Land Court Order No. 17,866, dated February 16, I960 and filed February 19, 1960, and being also appurtenant to other lands of the Grantor mauka of said Easement 228. Said Easement as to road purposes shall be limited as to vehicular use to vehicles not exceeding two and one-half (2-1/21 tons in weight." IrSubject,further, however, as to all easements herein and hereby granted or reserved to all rights of other parties existing as of the date hereof." g. Grant in favor of Hawaiian Electric Company, Inc., dated August 21, 1957, filed as Land Court Document No. 209937, granting a perpetual r i g h t and easement to build, construct, reconstmct, repair, and operate pole and w i r e lines, etc., for the transmission and distribution of e l e c t s i c i ~ y ,etc. h. The following as set forth in Deed dated January 12, 1973, filed as Land Court Document No. 614694, by and between Harold Thornton Stearns and Claudia ~ a v i s Stearns, husband and wife , as Grantors, and Headrick Development Inc . , a Hawaii corporation, as Grantee, to wit: le u se "Subject also to reservation by Grantors of Easements 216, 217 and that portion of Easement 228 which extends from said Easement 216 to the South boundary of Lots 1276-A and 1276-3 as shown on Map 100, Land Court Application 1000, for road, utility, sewer and waterline purposes. These Easements shall cease as to any portion or portions of same if and when dedicated to and accepted by the State of Hawaii and/or the City and County of Honolulu for public purposes." re sa i. Restriction of access r i g h t s over and across the boundary of Lot 1276-A bordering Interstate Highway (FAP No. I-H2-1(4)),as shown on Maps 435 and 861, as s e t forth by Land Court Order No. 42633, filed August 13, 1975. "And No tf or j. The terms and provisions, including the failure to comply with any covenants, conditions and reservations contained in Deed dated April 2, 1960, filed as Lane Court Document No. 254783. The foregoing includes but is not limited to, the following: the Grantees, in consideratsion of the premises, fox themselves and .their respective heirs and assigns, as owner or owners from time to time of said Lot 1276, hereby covenant and agree to and with the Grantor, its successors and assigns, as owner or owners from time to time of Lots 1287, 1288, 1289, 1277 and other Lots North and East: of said Lot 1288, that in the event that the Grantees shall build and construct a road from said Easement 228 to said Lot 1288, they will grant to the Grantor, its successors and assigns, as aforesaid, a perpetual nonexclusive easement not less than 44 feet: in width for road purposes." "And, in further consideration of the premises, it is hereby mutually covenanted and agreed, as covenants running with the land, with respect to each and all Easements hereinabove granted to the Grantees, and with respect to each and all Easements hereinabove reserved to the Grantor, appurtenant to the Lot or Lots granted to the Grantees and appurtenant to t h e premises owned and retained by the Grantor as hereinabove set forth, t h a t the owner or owners from time to time of the land or portion thereof to which said Easements a r e appurtenant will indemnify and h o l d harmless the owner or owners from time to time of the fee title to the parcel or parcels of land affected by said Easements, from and against property damage, personal injury and/or death arising out of such exercise by such owner o r owners of said land, or portion thereof, to which s a i d easements are appurtenant and by his. her, its or their tenants, servants, agents, invitees and/or licensees." eu se "And the Grantees, in consideration of the ~rehises, for themselves and their respective heirs and assigns, as owners of said Easement far bridges in Easements 220, 221, 222, 223 and 224, hereby covenant and agree to and with the Grantor, its successors and assigns, as owner or owners from time to time of the servient property, that they will so build, construct, repair and maintain said bridges as not to interfere with the use of said existing ditch and any successor ditch, and as not to prevent the free passage of water through said existing ditch and any successor ditch." re sa l k. Easement over Easement 0 2 2 8 1 1 for access purposes, in favor of Lot 12307 as set forth by Land Court Order No. 92369, filed January 19, 1989. No tf or 1. Unrecorded AGREEMENT dated June 8, 1993. by and between WAIHUNR J O I N T VENTURE, a Hawaii general partnership 'lWAIHUNA", and HAWAIIAN ELECTRIC COMPANY, I N C . , a Hawaii corporation, "HECON, of which a SHORT FORM AGREEMENT is recorded as Document No. 93-092611; re: HECO agrees to provide electrical service. (Not noted on Transfer Certificates of Title r e f e r r e d to herein,) 3. AS TO PARCELS FIRST AND SECOND - LOTS 14235 AND 14236 a. any failure resenrations filed as Land The terns and provisions, including the effect of to comply with the covenants, conditions and contained in Declaration dated July 19, 1976, Court Document No. 773994. b. Unilateral Agreement and Declaration for Conditional Zoning dated May 23, 1986, filed a s Land Court Document No. 1373964. c. The terms and provisions, including the failure to comply with any covenants, conditions and reservations contained in Declaration dated December 10, 1992, filed as Land Court Document No. 1978661. END OF EXHIBIT -7- LAUNANI VALLEY HOUSE RULES Approved by the Board of Directors on June 12,2002 The following are the House Rules for the Launani Valley Community Association. The primary purpose of these House Rules is to protect all residents from annoyance and nuisance caused by improper use of the property of Launani Valley Community Association and also to protect the reputation and desirability of Launani Valley. eu se The Board of Directors (the "Board") shall be responsible for enforcing these House Rules, but they may delegate such responsibility to the Managing Agent or the Site Manager. All owners, other occupants, tenants, and guests in Launani Valley must abide by these House Rules, and the Declaration of Covenants, Condition and Restrictions of Launani Valley. Each owner shall be responsible for ensuring that his or her tenant receives a copy of such documents and abides by the terms contained therein. Each owner shall also ensure that his or her family and guests comply with these House Rules. sa l The Board may make other rules or amend the House Rules time to time as necessary. I. tf USE OF COMMON AREAS No ARTICLE I. or re The Board may assess fines andlor seek other remedies as necessary to ensure compliance with the House Rules. Owners shall be responsible for payment of any fines as a result of the actions of the owners' tenants, family members, guests, agents, or employees. Obstructions Sidewalks, walkways or passages of any kind must not be obstructed. 2. Trash Disoosal. Garbage, rubbish and other trash shall be disposed only in receptacles and designated areas. Trash containing food shall be securely wrapped before being placed in a receptacle. 3. Recreation Areas. Any owner, his or her tenants and guests may use the recreational facilities, including tennis courts, basketball court, restroom facilities, parking lot in the park area and the jogging trail, in Launani Valley provided that each apartment owner, tenant, or other occupant shall be deemed to have assumed all risk of personal injury or property damage that may result from the use of said recreational facilities by themselves or their family members and guests. The guests of any owner or tenant may use such facilities only when accompanied by such owner or tenant. The recreational facilities are open for use from dawn to dusk. Roadwavs, Parkina Areas, and Drivewavs. Washinq of Vehicles. Washing of vehicles is prohibited on the common area. (b) Observance of Siqns. Drivers shall observe all posted traffic signs. (c) No impedina of Access, No vehicles belonging to an owner or to a family member, tenant, guest, or employee of an owner shall be stopped or parked so as to impede or prevent ready access to any entrance or any exit by another vehicle. (d) Parkinq in Proper Place. All of Wikao Street is posted as a no parking zone. Vehicles shall be parked only in spaces designated for parking. (e) No Overniaht Parking. No overnight parking is allowed at the parking lot in the park. (9 Repair of Vehicles. No repairs to automobiles, motorcycles or other motor vehicles shall be permitted in the common area. (g) No Racing. No racing of motors shall be permitted and all motor vehicles shall be equipped with quiet mufflers. (h) tf or re sa le u se (a) No 4. Condition of Vehicles. All vehicles used and parked in Launani Valley shall be in operating condition with a current vehicle license and safety stickers required by law. (i) Towing of Vehicles. The Board, Managing Agent or the Site Manager is authorized to tow away or remove at the owner's expense any vehicle or equipment parked, located or used in violation of these rules. (1) Responsibilitv for Damage. Damage to cars, other objects, and the common elements shall be the responsibility of the person causing the damage. (k) Prohibited Recreational Activities. Owners, occupants and guests shall not engage in rollerskating, rollerblading, skateboarding, bicycle riding or similar devices in common, parking, and landscaped areas, on the jogging trail, or on the Tennis and basketball courts. Unlicensed motorized vehicles will not be permitted to be operated within the Project. Stream, Stream Bank, and Unimproved Areas. Access to the stream, stream bank, and surrounding unimproved area of the Launani Valley is expressly prohibited for safety reasons. Any violations should be reported to the Board, Managing Agent or the Site Manager immediately. Barbecuing. Barbecuing is not permitted in the common area. sa or re Nuisances. No conduct, activity, use or practice which is improper, offensive in the opinion of the Board, in violation of the Declaration of Covenants, Condition and Restrictions of Launani Valley, the Association Bylaws, or these House Rules shall be permitted. Noise. tf I. GENERAL RULES Owners, other occupants, tenants, and guests shall not make or permit to be made any noise in Launani Valley by himself or his family or his invitees or licensees which will annoy or interfere with rights, comforts and convenience of Launani Valley residents. In particular, this applies to social gatherings, TV sets, radios, hi-fi and musical instruments. When guests are leaving at night, noise must be kept to a minimum. Excessive noise at any time may be reported to the Board, Managing Agent or the Site Manager. No ARTICLE II. le u se Personal Property. No windsurfing boards, surfboards, kayaks, boats or other items of personal property, including but not limited to baby carriages or bicycles, shall be left or allowed to stand on any of the common areas. Articles of any kind left in any of the commonareas will be removed at the owner's risk and expense at the direction of the Board or Managing Agent. Animals. All animals in common areas of Launani Valley shall be on a leash, caged, or in the positive control of apartment owners, other occupants, tenants, and guests. Feeding of wild animals is prohibited. The pet owner must pick up and dispose of pet waste in a sanitary manner and ensure that any pet waste is securely wrapped. Workmen. No workmen will be allowed in Launani Valley before 7:00 a.m. or after 9:00 p.m. except in the case of an emergency. 5. Soliciting Prohibited. No soliciting of any kind is allowed in Launani Valley without the express permission of the Board or Managing Agent. 6. Combustible Materials. Smoking materials and matches especially must not be discarded in the common areas of Launani Valley as they are a fire hazard. (b) The use of fireworks anywhere in Launani Valley is expressly prohibited. (c) Flammable fluids such as gasoline, kerosene, or explosive materials or articles deemed hazardous to life, limb or property shall not be used in any common area of Launani Valley. AESTHETIC CONSIDERATIONS se ARTICLE Ill. (a) All apartment owners, other occupants, tenants, and guests shall act in consideration of others at all times. 2. No apartment owner, other occupant, tenant, or guest shall cause an unsightly condition in Launani Valley. 3. Owners, other occupants, tenants, and guests shall not cause any objectionable odors. 1. sa re or tf VIOLATIONS No ARTICLE IV. le u 1. Reportinn Violations and Damaaes. (a) Reportins of Violations. All corrective actions regarding violations of the House Rules and damages to the common elements will be enforced by the Board and violations should be reported promptly to the Board or the Managing Agent or the Site Manager. Reports of violations should be made in writing and signed by the person(s) making the report. (b) Damaae to Common Areas. Damages to common areas shall be surveyed by the Board or the Managing Agent at the direction of the Board and the cost of repair or replacement and any legal fees incurred may be assessed by the Board against the person or persons responsible. If the responsible person(s) is not an owner, the owner shall be responsible for damages caused directly or indirectly by his or her tenants or such owner's (or his tenant's) family members, domestic servants, or guests. Riqhts of Board and Manaqin~Aaent to Remedy Violations. The violation of any of these rules and regulations shall give the Board, the Managing Agent or their agents the right to take appropriate legal action, including but not limited to seeking injunctive relief, to remedy any such violation. All costs thereof, including reasonable attorneys' fees, shall be bome by the owner, and if the violator is not an owner, the owner shall be responsible for legal fees and costs incurred for any violation of the Association's DCCRs, Bylaws, or House Rules by the owner's tenants, family members, guests, agents, and employees. sa Demand. Written demand to cease and desist from an alleged violation shall be served upon the alleged violator specifying: the alleged violation; (ii) the action required to abate the violation; a time period, not less than ten (10) days, during which the violation may be abated without further sanction, if such violation is a continuing one, or a statement that any further violation of the same rule may result in the imposition of a tine, if the violation is not continuina. ~otwithstandin~ the foregoing, the Board or its designee may demand immediate abatement in such circumstances which, in the Board's determination, pose a danger to safety or property. tf (iii) re 0) or (a) le u se The Board may also adopt a schedule of tines for any violation of the Association's Declaration of Covenants, Condition and Restrictions, Bylaws, or House Rules by owners, their tenants, family members, guests, agents, or employees. The Board may delegate its authority to impose fines and issue notices of violation to the Managing Agent, the Association's Site Manager, or security personnel. Fines shall be imposed in compliance with the foUowing procedures: No 2. (b) Within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty, or if the same rule is subsequently violated, the Board may, upon notice, impose a fine. The notice of violation shall state: Notice. (i) the nature of the alleged violation; (ii) that the alleged violator may, within ten (to) days from the date of the notice, request a hearing regarding the fine; (iii) that any statements, evidence, and witnesses may be produced by the alleged violator at the hearing; and (iv) that all rights to have the fine reconsidered are waived if a hearing is not requested within ten (10) days of the date of the notice. Hearinq. If a hearing is requested, it shall be held before the Board in executive session, and the alleged violator shall be given a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing. AMENDMENTS tf ARTICLE V. or re sa (c) le u se The notice of violation shall be sent to the owner, who shall be responsible for payment of any applicable fine. If the owner is not an occupant, then copies of the notice shall also be sent to any violator who is the guest, family member, agent, or employee of a tenant; however, this shall not be deemed a waiver of the owner's responsibility for payment of any applicable fine. No These House Rules may be amended only by a majority vote of the Board at a duly called meeting of the Board.