5. Administrators

5.1. Administrators. Administrators may be individuals, entities, or an Administration Committee and are in all cases responsible for executing the resolutions and directives of the Master Condominium Assembly, which is the ultimate authority in the Master Condominium, subject to the Law. The Ordinary Master Condominium Assembly must select Administrators, and Administrators must act on behalf of the Master Condominium Assembly to perform all acts required or prudent to conduct the administration and facilitate the operation of the Master Condominium, and in all cases Administrators must exercise authority pursuant to and consistently with the resolutions and directives of the Master Condominium Assembly and these Master Rules.

(a) Appointment and Removal. Upon appointment, Administrators remain in office until new Administrators are appointed in a duly convened Ordinary Master Condominium Assembly and take office. In case Administrators cease to perform their duties for any reason before a Master Condominium Assembly is gathered to appoint new Administrators, the Surveillance Committee must appoint interim Administrators with the favorable vote of a majority of the Surveillance Committee’s members. Interim Administrators have all powers and duties as if appointed by the Master Condominium Assembly. The designation of interim Administrators pursuant to the foregoing does not release Administrators that ceased operations from liability to the Master Condominium. If an Owner is appointed an Administrator, such term may be renewed only for one additional year, unless otherwise approved by unanimous consent of all the Owners.

(b) Administration Committee. If the Ordinary Master Condominium Assembly decides to create an Administration Committee, it must comply with the following rules: (i) the number of members, which must be an odd number, must be determined by the Ordinary Master Condominium Assembly and a President must be elected at such assembly, (ii) all members of an Administration Committee must be Owners who are current in the payment of all assessments, fees, or other charges imposed by the Master Condominium and their particular Sub- Condominium; (iii) members of the Administration Committee are not each individually required to possess all the qualifications and requirements of Administrators but must collectively use their skills with other committee members to conduct the business of the Administration Committee; (iv) all other Master Rules herein contained that are applicable to Administrators are equally applicable to any Administration Committee and to each individual Administration Committee member according to their responsibilities assigned within the Administration Committee; and (v) the Ordinary Master Condominium Assembly may opt to stagger the terms of committee members, and, therefore, may elect some members for one year only and other members who must be automatically re-elected for a second year, but no member can be in office for more than 2 years in a row.

(c) Transition. Administrators leaving office must present all documents evidencing their activities to the last day of their office to the new Administrators within seven days following the new Administrators appointment, or within such longer term as the Administrators leaving office and the new Administrators may agree upon. Administrators leaving office and the new Administrators must jointly prepare an inventory of real and personal property, investment accounts, cash amounts, account receivables and other property and documents in the possession or under the control of the Administrators leaving office within 30 (thirty) days following the date on which the administration of the Master Condominium is transferred to the new Sub- Condominium Administrators.

5.2. General Duties; Powers; Authority. Administrators are responsible for executing the resolutions and directives of the Master Condominium Assembly and must act on behalf of the Master Condominium Assembly to perform all acts required or prudent to conduct the administration and facilitate the operation of the Master Condominium. Administrators must exercise their powers and authority pursuant to the Master Rules, the Master Condominium Declarations, the Administrators Rules, the Design Guidelines, all other applicable rules, regulations, standards, resolutions, or guidelines issued by the Master Condominium Assembly, and the Law, including but not limited to the following:

(a) Keep and accurately maintain the Master Condominium Assembly Minutes Book, all accounting record books, and the Owners and Visitors Registry Book;

(b) Take such actions as may be necessary and appropriate for the proper management and operation of the Master Condominium pursuant to the policies and direction of the Master Condominium Assembly, including: caring for, monitoring and maintaining the Master Common Areas and facilities in good condition; promoting the safety of the community and harmonious relationships among Owners; and providing for and monitoring the common services;

(d) Collect, compile, and maintain accurate books, records, files, and documentation of the activities, management, income, and expenditures of the Master Condominium, including an inventory of all property belonging to the Master Condominium, which must be available for inspection within a reasonable time upon request by an Owner, or representative of an Owner, and such records must be delivered to subsequent Administrators as required by these Master Rules;

(e) Jointly with the chair of the Master Surveillance Committee, open and close bank accounts, investment accounts, or any other type of accounts, issue checks, and with the agreement of the Master Condominium Assembly, designate authorized signatories for the management of those accounts. Accounts may also be opened and operated by the Managing Agent, but this may occur if and only if such Managing Agent provides proper and sufficient bond to secure their performance and account managing.

(f) Perform all acts of administration and conservation that may be required to implement the resolutions or directives of the Master Condominium Assembly or the Master Surveillance Committee, including but not limited to, contracting for goods or services to be performed or provided by others and providing quarterly reports and other requested or appropriate information to the Master Surveillance Committee and the Master Representatives;

(g) Carry out all work required under the Law;

(h) Subject to the approval of the Master Condominium Assembly, determine and, in conjunction with Sub-Condominium Administrators, as necessary, collect the Assessments necessary and appropriate for the maintenance and administration of the Master Condominium, including the reserve fund, and invest, manage, spend and apply the Assessments, with the assistance of such banking, investment, and accounting advice as may be deemed appropriate;

(i) Execute the resolutions and directives of the Master Condominium Assembly, unless the Master Condominium Assembly has specifically designated another Person or Persons for that purpose;

(j) Provide the Master Surveillance Committee and the Master Representatives with monthly receipts for payments made to the Master Condominium, and deliver reports and provide information to the Master Surveillance Committee and the Master Representatives pursuant to a schedule established by the Master Condominium Assembly; or, upon request, detail the activities of Administrators, showing all financial activity and information as required by the Law, including but not limited to: detailed income and expenditure reports; records of Assessment payments and delinquencies; the balance in the operations and reserve funds; records of outstanding debts; and balances in all bank accounts;

(k) Call the Master Condominium Assemblies;

(l) Enforce the Master Rules, the Master Condominium Declarations, the Administrators Rules, the Design Guidelines, all other applicable rules, regulations, standards, resolutions, or guidelines issued by the Master Condominium Assembly, and the Law; impose sanctions against noncompliant Owners pursuant to the Master Rules, the Administrators Rules, and all other applicable rules, regulations, standards, resolutions, or guidelines issued by the Master Assembly; and represent the Master Condominium in all matters relating to the common areas, common services, and all common matters of the Master Condominium;

(m) Register the Master Rules, the Master Condominium Declarations, the Administrators Rules, the Design Guidelines, and all other applicable rules, regulations, standards, resolutions, or guidelines issued by the Master Condominium Assembly as required by these Master Rules and the Law and maintain complete records in the Administrators Office, or as otherwise directed by the Master Assembly, of the Master Rules, the Master Condominium Declarations, the Administrators Rules, the Design Guidelines, all other applicable rules, regulations, standards, resolutions, or guidelines issued by the Master Condominium Assembly, the Master Condominium Assembly Minutes Book, accounting record books, the Owners and Visitors Registry Book, and any other documents, accounts, or records identified by the Master Condominium Assembly, all of which must include all entries required by the Master Condominium Assembly, these Master Rules, and the Law.

(n) Represent the Owners in matters relating to the common areas, common services, and other common matters of the Master Condominium, including but not limited to the following: (i) lawsuits and collections, with all powers and authority, including those that require special clause pursuant to applicable law; (ii) administrative acts; (iii) issuing subscribing, endorsing, and guaranteeing negotiable instruments; (iv) opening and closing bank accounts, investment accounts or any other type of accounts, and appointing the persons authorized to sign against them jointly with the chair of the Master Surveillance Committee; (v) proceedings before all labor authorities, including but not limited to, the Mexican Social Security Institute and INFONAVIT, and exercising broad powers and authority to hire and terminate any employees; (vi) delegating the foregoing powers to any other Person; and (vii) exercising all other powers and authorities granted by the Law.

(o) Administrators may delegate in part or in whole any of the above responsibilities to be performed by one or more Managing Agents appointed by the Ordinary Master Condominium Assembly.

5.3 Additional Duties; Powers; Authority.

(a) Rights of Entry. Subject to all powers and limitations established by these Master Rules, Administrators have rights of access and entry over the entire Master Condominium for the purpose of enabling Administrators and their contractors, representatives, and agents to implement the provisions of these Master Rules. The rights of access and entry established herein must be exercised so as to reasonably minimize interference with the quiet enjoyment of Private Units and Sub-Condominium Units by their Owners or Occupants.

(i) Public Health and Welfare; Emergencies. Contractors, representatives and agents of Administrators have the right but not the obligation to enter any Private Unit or Sub-Condominium Unit, any structures thereon, and any common areas when responding to alarms or when otherwise reasonably deemed necessary for the protection of public health, individual Persons, or property, including but not limited to response to infestations of insects, vermin, and similar problems that can spread to neighboring property. No Administrator or any representative or agent thereof has any liability to any Owner when acting in good faith to protect and preserve the property or safety of the Owner or Master Condominium.
(ii) Other Entry. Contractors, representatives, and agents of Administrators have rights of access and entry over the entire Master Condominium, except that they may not enter the interiors portions of occupied structures located on any Private Unit or Sub-Condominium Unit unless with the permission of the Owner or Occupant or unless such entry is authorized elsewhere in these Master Rules.

(b) Purchase Insurance. Subject to approval of the expenditure of funds for this purpose in the budget by the Master Condominium Assembly, Administrators have the power and authority to purchase such public liability, casualty, officers' and directors' liability and indemnity, workmen's compensation, and other insurance and such fidelity bonds as they deem necessary or appropriate. Policies may include such terms and conditions as Administrators reasonably direct. All of these insurance policies and any claims thereunder must be administered by Administrators. To the extent reasonably available, Administrators must maintain at least $1,000,000 U.S. (combined limits) of insurance against liability incurred as a result of death or injury to Persons or damage to property.

(c) Change to Use of Common Areas. Administrators have the power to implement changes to the use or characteristics of the Master Common Areas as directed by the Master Condominium Assembly.

(d) Administrators Rules. An Ordinary Master Condominium Assembly is empowered to issue, adopt, amend, and revoke Administrators Rules, which shall be executed and enforced by Administrators. The Administrators Rules govern the use and occupancy of the common areas and any other part of the Master Condominium and implement provisions contained in these Master Rules, the Design Guidelines and the Law. The Administrators Rules issued by the Master Condominium Assembly may also establish and determine fees, fines and penalties for violations of the Master Rules, the Master Condominium Declarations, the Administrators Rules, the Design Guidelines, and all other applicable rules, regulations, standards, resolutions, or guidelines issued by the Master Condominium Assembly. The Administrators Rules are effective at the time specified by the Master Assembly. The Administrators Rules are binding on the Owners, Occupants, and all other Persons making any use of the Master Condominium. The Administrators Rules must be available upon request to any Owner, Occupant, Person cited with a violation or subject to exclusion procedures, or as otherwise required by these Master Rules or the Administrators Rules. If there is any conflict between any provision of the Administrators Rules and any provision of the Master Rules, the Master Condominium Declarations, the Design Guidelines, or the Law, the provisions of the Administrators Rules are superseded by such provisions to the extent of the conflict.

(e) Limits on Use of Master Common Areas. Administrators implement and enforce, pursuant to the resolutions and direction of the Master Condominium Assembly, reasonable limits on the number of Guests of Owners and Occupants, reasonable limits on the use of the Master Common Areas by Persons who are not Owners, and may charge admission, membership, and other special fees for the use of any Master Common Areas when all or any portion of the costs of ownership, operation, maintenance, and repair of such facilities should be born by users instead of or in addition to Owners.

5.4. Directors and Officers; Managing Agent. The affairs of the Master Condominium are conducted by Administrators, Administration Committees, or any directors, officers, or agents that are elected or appointed by Administrators. Administrators may also appoint various committees and may appoint a Managing Agent, subject to the direction of Administrators, who is responsible for the daily operations of such Administrators. No such delegation will relieve Administrators of the obligation to perform any duty of Administrators.

5.5. Non-Liability. Administrators are not liable or responsible for or in any manner the guarantor or insurer of the health, safety, or welfare of any Owner, Occupant, or other Person entering upon or making use of any portion of the Master Condominium. Each Owner, Occupant, and other Person assumes all risks associated with the use and enjoyment of the Master Condominium, including but not limited to any recreational facilities upon or within the Master Condominium. Administrators are not liable or responsible for any personal injury, illness, or any other loss or damage caused by the presence or malfunction of any utility line, equipment, or substation adjacent to, near, over, or on any areas of the Master Condominium. No provision of these Master Rules, the Design Guidelines, or the Administrators Rules may be construed or interpreted as creating a duty by Administrators to protect or further the health, safety, or welfare of any Person, even if funds of Administrators are used for such a purpose. To the fullest extent permitted by the Law, Administrators have no liability to any Person for any damage, loss or prejudice suffered or claimed on account of any decision; approval or disapproval of drawings or specifications, whether or not defective; for any course of action, act, inaction, omission, error, negligence, or the like made in good faith and reasonably believed to be within the scope of Administrators’ duties or rights; or for following the instructions of the Master Surveillance Committees or the Master Condominium Assembly.

5.6. Accounting. Administrators must keep, or cause to be kept, true and correct records of accounts in accordance with generally accepted accounting principles and must specify in reasonable detail all expenses incurred and funds accumulated from Assessments or otherwise. Administrators records of accounts may be kept on a cash accounting basis if Administrators so elect, subject to the requirements of applicable law. Administrators may cause their books and records to be audited or reviewed by independent auditors at their election or as instructed by the Master Surveillance Committee or the Master Condominium Assembly.

5.7. Availability of Records. Upon reasonable written request and pursuant to procedures established by Administrators or the Master Assembly, Administrators must make their books, records, financial statements, the Master Rules, the Master Condominium Declarations, the Administrators Rules, the Design Guidelines, and any other rule, regulation, standard, resolution, or guideline issued by the Master Condominium Assembly available for inspection by any Owner, Occupant, or other persons entitled to access pursuant to the Administrators Rules, the

Master Rules, the direction of the Master Condominium Assembly, or the Law. Copies must be provided upon request at a reasonable cost to the party entitled to same.

5.8. Rights of Enforcement. Administrators have the right to enforce the provisions of the Master Rules, the Master Condominium Declarations, the Administrators Rules, the Design Guidelines, all other applicable rules, regulations, standards, resolutions, or guidelines issued by the Master Condominium Assembly, and any and all covenants, restrictions, reservations, charges, Assessments, conditions or easements provided for in any contract, deed, declaration or other instrument relating to the Master Condominium that have been executed pursuant to, or subject to, the provisions of these Master Rules, or that otherwise indicate that the provisions were intended to be enforced by Administrators. If, however, Administrators fail or refuse to enforce these Master Rules or any provision of the instruments listed above within a reasonable period of time after written request to do so, then an Owner at the Owner's expense or a Sub- Condominium at a Sub-Condominium’s expense may enforce them on behalf of Administrators by any appropriate legal action.

5.9. Conflict of Interest. In the event Administrators have entered into or contemplate contracts or transactions with others for the performance of Administrators duties and the contractor has a financial or other relationship with such Administrators, any Administration Committee member, any member of such Administrators’ staff, or any member of the Master Surveillance Committee, or if there is otherwise a potential conflict of interest or appearance of impropriety, no such contract or transaction is invalidated or in any way affected by that fact, provided that any such relationship has been previously disclosed to the Master Surveillance Committee and provided further that the transaction or contract is fair and reasonable.

5.10. Administrators Rights in Spending Funds from Year to Year. Administrators are not obligated to spend in any year all the sums received in that year, regardless of source, unless specifically provided to the contrary in the Master Rules, the Administrators Rules, or any other applicable rule, regulation, standard, resolution, or guideline issued by the Master Condominium Assembly, or if required by the terms of a particular Assessment. Administrators are not obligated to reduce the amount of any Assessments in the succeeding year if a surplus exists from a prior year, and Administrators may carry forward from year to year any surplus that Administrators may determine to be desirable for the greater financial security of the Owners and the accomplishment of its purposes.