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HomeMy WebLinkAboutR-2016-016 Incorporation of Horizons Business Park Association and Appointing Initial MembersRESOLUTION NO. R-2016-016 A RESOLUTION DIRECTING THE INCORPORATION OF THE HORIZONS BUSINESS PARK ASSOCIATION AND APPOINTING THE INITIAL MEMBERS OF THE BOARD OF DIRECTORS OF SAID ASSOCIATION WHEREAS, the Industrial Development Authority of the City of Riverside, Missouri, ("IDA") is the owner of certain real property located in Platte County, Missouri, the legal description of which is attached hereto as Exhibit A, and depiction of which is attached hereto as Exhibit B, and both Exhibits are incorporated herein, (the "Property"); and WHEREAS, the IDA and the City have created thereon an integrated business development known as HORIZONS BUSINESS PARK ("East Side Business Park") containing diverse areas for, but not limited to, any of (but not necessarily all o� the following uses: commercial, office, retail, industrial and related uses as the same may, from time to time, be implemented in substantial conformance with the governmental approvals therefor; and WHEREAS, the City and Briarcliff Realty LLC, ("BR") entered into that certain Master Development Agreement dated May 10, 2011, as amended (the "MDA"); and WHEREAS, on or about October 1, 2011, BR assigned all of its rights and obligations under the MDA, but not its rights and obligations under the MDA First Amendment, to Briarcliff Horizons, LLC, ("BH") an affiliated entity of BR; and WHEREAS, the MDA's First Amendment, since repealed, concerned property not included in the East Side Business Park; and WHEREAS, on or about February 13, 2012, BH filed Articles of Amendment with the Missouri Secretary of State changing its name to "Riverside Horizons, LLC" ("Developer"); and WHEREAS, the City caused to be filed of record a subdivision plat of the Property; and WHEREAS, the IDA and the City have provided for the preservation of the values and amenities in the East Side Business Park and for the maintenance of common use areas, and the IDA, the City and the Developer agreed, the Property shall be held, sold, used and conveyed subject to the Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens (the "Declaration"), attached hereto as Exhibit C and incorporated herein; and WHEREAS, the Declaration was approved by the IDA pursuant to Resolution No. 2012-005 and by the City pursuant to Resolution No. R-2012-023, on February 13, 2012; and WA 8135882.1 WHEREAS, the Declaration was filed and recorded by the City on March 9, 2012, Instrument Number 2012003468, Book 1187, Page 286; and WHEREAS, the IDA and the City, pursuant to the Declaration, deemed it desirable to create an association (the "Association") to which shall be delegated and assigned certain powers related to maintaining, administrating and enforcing the covenants and restrictions and collecting and disbursing the assessments and charges hereinafter created: and WHEREAS, and pursuant to the Declaration, the IDA and City desire to incorporate the Association under the laws of the State of Missouri, as a not-for-profit corporation for the purpose of exercising the functions described in the Declaration; and WHEREAS, the Declaration provides that each Owner of a parcel of land within the East Side Business Park shall be a member of the Association; and WHEREAS, pursuant to the Declaration, the IDA and the City have absolute and exclusive control over the Association, including appointment and removal of all Association board members and any and all officers of the Association, until eighty percent (80%) of the parcels in the Development Plan (as Development Plan is defined in the Declaration and as it exists from time to time) have been sold; and WHEREAS, less than eighty percent (80%) of the parcels in the Development Plan have been sold; and WHEREAS, a board of directors (the "Board") shall be established to supervise, control, direct and manage the property, affairs and activities of the Association; and WHEREAS, the Mayor has the authority to appoint the Board, subject to confirmation by the Board of Aldermen; and WHEREAS, the Association, through the Board, shall approve and adopt certain bylaws for the establishment of rights, powers and privileges of the directors and other rights and activities of the Association; and WHEREAS, the City desires the Board to adopt those certain bylaws attached hereto as Exhibit D and incorporated herein by reference (the "Bylaws"); and WHEREAS, the City desires to appoint the five (5) members of the Board; and WHEREAS, the Board of Aldermen find it is in the best interest of the City to approve and ratify such appointment as proposed by the Mayor and to approve for adoption by the Board the Bylaws; and NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Z WA 8135882.1 THAT the City Administrator, City Staff, and Special Counsel to the City, Spencer Fane LLP, are hereby authorized as provided for in the Declaration, to file Articles of Incorporation for the Association ("Articles") and to execute such additional documents and take such actions as are necessary or desirable to effectuate the intent of this Resolution and the Declaration; FURTHER THAT the following individuals are confirmed for appointment by the Mayor as a member of the Horizons Business Park Association Board of Directors ("Board") for the terms herein specified: 1) A member of the City's Staff, as recommended by the City Administrator, to serve until May 15, 2021, or until said member resigns or is no longer an employee of the City, or until her successor is duly appointed and confirmed following expiration of her term; 2) Pamela Darata to serve until May 15, 2020, or until her successor is duly appointed and confirmed following expiration of her term; 3) Don Steele, to serve until May 15, 2019, or until his successor is duly appointed and confirmed following expiration of his term; 4) Dr. Dale Longenecker to serve until May 15, 2018, or until he would no longer serve as Principal of Park Hill South High School, or until his successor is duly appointed and confirmed following expiration of his term; 5) Staci Bundy, to serve until May 15, 2017, or until her successor is duly appointed and confirmed following expiration of her term. Thereafter each successor shall serve a five year term. FURTHER THAT the Bylaws, attached hereto as Exhibit D and incorporated herein, are hereby approved by the Board of Alderman for adoption by the Board; and PASSED AND ADOPTED by the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 3rd of May, 2016. Mayor Kathleen L. Rose Robin Kincaid, Approved as to Form: Spencer Fane LLP, by Joe Bednar 3 WA 8135882.1 EXHIBIT A Legal Description All that part of Tracts 45, 46 end 87, all that part of Tracts 79 and 80 of Special Warranty Deed as Filed in Book 1103 at Page 314, and a One Acre tract of lend as condemned in Circuit Court Case 08AE-CV02339, all (ying in the South hslf of Section S and tho North half of Fractional Section 8, Township 50 North, Range 33 West of the Fifth Principal Meridian, in the City of Riverside, Platte County, Missouri, desribed as foltows: COMMENCING at the Northeast comer of the Northeast Quarter of Fractional Section 8, Township 50 North, Range 33 West; thence North 88 degrees 48 minutes 08 seconds West along the North Iine of the Northeast Quarter of said Fractioml Section 8 a distance of 1177.60 feet to a point on the West right of way line of Interstate Highway 635 es established in Book 317 at Page 605, the POINT OF BEGINNING; thence South 13 degrees 47 minutes 52 seconds West along the West right of way of Interstate Highway 635 ss established in Book 317 at Page 605 a distance of 977.72 feet to a point, thence South 14 degrees 30 minutes 44 seconds West along the West right of way of Interstate Highway 635 as established in Book 317 at Page 605 a distance of 147.14 faet to the point of intersection of the West right of way line of Interstate Highway 635 and the North line of the Levee right of way ownership as established in Book 957 at Page 142; thence South 72 degreea 10 minutes 16 seconds West along the North line of the Levee right of way ownership as established in Book 957 at Page 142 a distance of 1243.66 feet to a point; thence South 73 degrees 15 minutes 38 seconds West along fhe North line of the Levee right of way ownership as established in Book 957 at Page 142 a distance of 155.88 feet to the Northwest corner thereof; thence South 0 degrees 10 minutes 28 secopds West along the West line of the Levee right of way ownership as esfablished in Book 957 at Page 142 a distance of 609.40 feet to the point of intersection of The West line of the Levee right of way ownership as established in Book 957 at Page 142 and the North right of way line of Interstate Highway 635 as established in Book 1074 at Page 915; thence South 88 degrees 04 minutes 23 aeconds West along the North right of way line of Interstate Highway 635 as established in Book 1074 at Page 915 a distance of 1324.21 feet to a point, thence North 80 degrees 42 minutes 15 seconds West along the North right of way line of Interstate Highway 635 as established in Book 1074 at Page 915 a distance of 873.99 feet to the point of intersection of the North right of way line of Interstate Highway 635 as established in Book 1074 at Page 915 and the East right of way line of Ven De Populiere Road as esta6lished in Book 11 I 1 et Page 854; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 117.35 feet to a point; thence in a Northeasterly direction along the East right of way line of Ven De Populiere Road as established in Book 1111 at Page 854 and along a curve to the right, having a radius of 1060.00 feet, through a central angle of 15 degrees 35 minutes 39 seconds, an arc distance of 288.50 feet to a point; thence North 15 degrees 59 minutes 49 seconda East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 200.00 feet to a point; thence in a Northeasterly direction along the East right af way line of Van De Populiere Road as established in Book 1111 at Page 854 and along a curve to the left, having a radius of 1500.00 feet, through a central angle of 15 degrees 35 minutes 39 seconds, an arc disfance of 408.25 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as eatablished in Book 1111 at Page 854 a distance of 228.24 feet to a point; 30 WA3318792.5 thence South 89 degrees 35 minutes 50 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 110.00 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 195.00 feet to a point; thence North 89 degrees 35 minutes 50 seconds West along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 120.00 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 1160.00 feet to a poiut; thence North 10 degrees 54 minutes 26 seconds West along the Easl right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 101.98 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 625.00 feet to a point, thence North 13 degrees 47 minutes 07 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 750.86 feet to a point on the South right of way line of lhe Chicago, Burlington and Quincy Railroad; thence South 65 degrees 23 minutes 32 seconds East along the South right of way line of the Chicago, Burlington and Quincy Railroad a dlstance of 859.90 feet to a point; thence in a Southeasterly direction a along the South right of way line of the Chicago, Burlington end Quincy Railroad and along a curve to the left, having a radius of 11,509.22 feet, through a central angle of 3 degrees 40 minutes 00 seconds, an arc distance of 736.54 feet to a point; thence South 69 degrees 03 minutes 32 seconds East along the South right of way line of the Chicago, Burlington end Quincy Railroad a distance of 2294.59 feet to a point on the West right of way of Interstate Highway 635 as established in Book 317 at Page 605; thence South 13 degrees 47 minutes 52 seconds West along the West right of way of Interstate Highway 635 as established in Book 317 at Page 605 a distance of 557.15 feet to the POINT OF BEGINNiNG and containing 11,033,013 Square Feet or 253.283 Acres, more or less. 31 WA3318792.5 EXHIBIT B Depiction of Property Final Plat of Horizons East First Plat a subdivision in the South 1/2 Section 3 and the North 1/3 Fractional Section 8 Legal descriptions and signature lines Final Plat of Horizons East First Plan Olsson Associates Final Plat Final Plat o Riverside Horizons East First Plat Olsson Associates Final Plat EXHIBIT C Recorded In Platte County, Missouri Recording Date/Time: 03/09/2012 at 03:59:54 PM Instr Number: 2012003468 Book: 1187 Page: 286 Typo: DE DEC Pages: 39 Fee: $138.88 Grantor: RIVERSIDE CITY OF Grantee: RIVERSIDE CITY OF WHEN RECORDED RETURN TO: This instrument prepared by and when recorded return to: City Administrator City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 Title of Document: Declaration of covenants, restrictions, easements, charges, assessments and liens for Horizons Business Park/Planned Development District February 13, 2012 Grantor: City of Riverside, Missouri, The Industrial Development Authority of the City of Riverside, Missouri, and Riverside Horizons, LLC Date of Document: Grantee: City of Riverside, Missouri, The Industrial Development Authority of the City of Riverside, Missouri, and Riverside Horizons, LLC Grantees) Mailing 2950 NW Vivion Road, Riverside, MO 64150 Address: Legal Description: Exhibit A Reference Book and Page(s): 1 WA 3365268.1 DECLARATION OF COVENANTS, RESTRICTIONS, EASEMENTS, CHARGES, A3SESSMENTS AND LIENS FOR HORi20N3 BUSINESS PARK/PLANNED DEVELOPMENT DISTRICT THIS DECLARATION OF COVENANTS, RESTRICTIONS, EASEMENTS, CHARGES, ASSESSMENTS AND LIENS FOR HORIZONS BUSINESS PARK/PLANNED DEVELOPMENT DISTRICT (the "DECLARATION") is made this __ day of February 2012, by the City of Riverside, Missouri (hereinafter "City") with an address of 2950 NW Vivion Road, Riverside, Missovri, The Industrial Development Authority of t6e City of Riverside, Missouri ("IDA") with an address of 2950 NW Vivion Raad, Riverside, Missouri, and Riverside Horizons, LLC ("Developer" with an address of 6300 North Revere, Suite 225, Kansas City, Missouri 64151. WI-IEREAS, the IDA is the owner of certain hereinafter described real properiy Iocated in Platte County, Missouri; and WFiEREAS, t6e IDA and the City desire to create thereon an integreted busiposs development to be known as HORIZONS BUSINESS PARK containing diverse areas for, but not limited to, any of (but not necessarily all of the following uses: commercial, office, retail, industrial and related uses as the same may, from time to time, be implemented in substantial conformance with the governmentel approvals therefor; and WHEREA5, the City and the Developer entered into that certain Master Development Agreement dated May 10, 2011, as emended (the "MDA"); WNEREAS, the City intends to cause or has concurrently caused to be filed of record a subdivision ptat of the real property hereinafter desribed; and WHEREAS, the IDA and the City desire to provide for the preservation of the values and amenities in said business park and for the maintenance of common use areas, and, to this end, desires to subject the real property hereinafter described to the covenants, restrictions, easements, charges and liens hereinsfter set forth; and WIiEREAS, the IDA and the City has deemed it desirabte, for the efficient preservation of the values and amenities of said business park, to create an association (the "Association") to which shouid be detegated and assigned certain powers related to maintaining, administrating and enforcing the covenants and restrictions and collecting and disbursing the assessments and charges hereinafter created; and WHEREAS, the Association will incorporate under the laws of the State of Missouri. a not-for-profit corporation for the purpose of exercising the functions herein described. NOW, THEREFORE, the IDA, the City and the Developer hereby declare that the land described in Exhibit "A" and depicted in Exhibit "H" shall be held, sold, used and conveyed subject to tho following covenants, restrictions, easements, charges, assessments and liens, all of wttich are for the purpose of promoting the common good and general welfare of the all Owners and thereby enhancing and procecting the value, desirability and attractiveness of such land. 2 WA 3365268.1 These covenants, restrictions, easements, charges, assessments and liens shall run with such land and with the title to such land and shall be binding on all parties having or acquiring any right, title or interest in such land or any part thereof, subject to the limitations herein provided, and shall inure to the benefit of each Owner, its successors and assigns, the Association, and the City. ARTICLE I Definitions The following terms, when used in this Declaration or in any amendment thereto shall have the following meanings (except as otherwise expressly provided or unless the context otherwise requires): Section 1.01. Assessments. The term "Assessments" shall have the meaning specified Off► in Article IV, and shall include Annual Assessments and Special Assessments as such terms are defined in article IV. Section 1.02. Association. "Association" shall mean and refer to the Horizons Business Park Association, Inc., a not -for -profit Missouri corporation, or any successor thereof, charged with the duties and obligations set forth herein. Section 1.03. Common Property. "Common Property" shall mean and refer to the improved or unimproved real property in which the Association, the IDA and / or the City owns an interest as designated for the common use and enjoyment of the Owners and / or the public at large, as such areas may be depicted on the Plat. Such interest or interests may include, without limitation, estates in fee, easements, leaseholds or licenses. Section 1.04. DRC. "DRC" shall mean and refer to the Design Review Committee which shall have the duties and functions specified in Article VII hereof. Section 1.05. Declaration. "Declaration" shall mean and refer to this Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens, as the same may from time to time be supplemented or amended in the manner prescribed herein. Section 1.06. Developer. "Developer" shall mean and refer to Riverside Horizons, LLC, a Missouri limited liability company, and its successors and assigns. Section 1.07. Development Guidelines. "Development Guidelines" shall mean and refer to the rules, regulations and policy statements adopted, promulgated, revised and amended by the City and enforced by the DRC pursuant to Article VII of this Declaration. Section 1.08. Development Period. "Development Period" shall mean and refer to the period of time commencing upon the execution date hereof, and terminating upon the sale of the last Parcel from the City and / or IDA to an Owner. Section 1.09. Development Plan. "Development Plan" shall mean and refer to the IDA and the City's plans for the development of the Horizons Business Park which, as of the date hereof, contemplate commercial, office, retail, industrial and related uses and which plans may 3 WA33632681 from time to time be amended, expanded, changed, abandoned or implemented and include the Plat, and each and every plat, and all amendments thereto, which may be filed with respect to any portion of the land within the Development Plan. The Development Plan is currently described in the MDA and City Ordinance 1087, effective November 1, 2011. Section 1.10. Easement Area. "Easement Area" shall mean that real property or portion of real property described within an easement on the Plat, plats or maps filed or to be filed for record in accordance with Development Plan, and from time to time by recorded instnunent, reserved for the easement purposes set forth in such instruments and as generally described in Article VIII hereof and including without limitation: access easement areas, public access areas, drainage areas, trails and sidewalks. Section 1.11. Member. "Member^ shall mean and refer to every person or entity holding membership in the Association, as set forth in Article III. Section 1.12. Owner. "Owner" shall mean and refer to any person or entity holding record title to the fee interest of any Parcel. "Owner" shall not include a person having an interest merely as security for the performance of an obligation. Section 1.13. Parcel "Parcel" shall mean and refer to any subdivided Lot on the Plat and any other parcel of land, shown on the Plat or plats of any part of the Property, or any other lot or parcel of land constituting part of the Property described in a deed from the City and / or IDA or any subsequent Owner, which deed has been recorded in the Recorder of Deeds Office of Platte County, Missouri, together with all permanent structural improvements thereon. Notwithstanding the foregoing, Parcel shall not include any Common Property. Section 1.14. Plat. "Plat" shall mean and refer to the subdivision plat or plats covering the Property and recorded from time to time in the office of Recorder of Deeds for Platte County, Missouri, together with all other plats thereafter recorded in respect of the Property. Section 1.15. Property. "Property" shall mean and refer to that certain real property described more particularly in Exhibit "A" attached hereto and made a part hereof and depicted in Exhibit "B" attached hereto and made a part hereof. Property shall also include such additional property as the IDA, the City and / or the Developer or its successors and assigns shall add to the definition of Property for purposes of including such property within the scope of this Declaration. The IDA, the City and / or the Developer or its successor or assign may add property to the definition of Property for purposes of including such property within the scope of this Declaration so long as such property is otherwise subject to the MDA. Section 1.16. Ratricdon. "Restriction" shall mean and refer to any covenant, restriction, easement, charge, assessment, lien or other obligation created or imposed by this Declaration. Section 1.17. Right of Action. "Right of Action" shall have the meaning specified in Article XII hereof. 4 WA 3365268.1 Section 1.15. Structure. "Structure" shall mean and refer to: any thing or object, trees and landscaping, the placement, size, shape, color, height and quality of which upon any Parcel may affect, in the opinion of the DRC, the appearance of such Lot, including by way of illustration and not limitation, any building or part thereof, garage, curbing, paving, wall, fence, hedge, sign, appurtenance, or any temporary or permanent improvement to such Parcel. Section 1.19. Tenant. `Tenant" shall mean any person or entity who occupies re— building of an Owner as the named `lessee" under a written lease from an Owner. Section 2.01. Purpose of Covenants. The purpose of this Declaration is to insteb proper development and use of the Property, to protect the investment of each Owner maim improper development and use of surrounding Parcels, to prevent the erection on the Property of Structures built of improper design or materials, to encourage the erection of improvements at appropriate locations, to prevent haphazard and inharmonious development, to secure and maintain proper setbacks from streets and adequate spaces between structures and, in general to provide for a high -type and quality of improvement of the Property in accordance with the Development Plan. ARTICLE II Purpose ARTICLE III Horizons Business Park Association Section 3.01. Powers and Duties of the Association. The Association is being organized to operate for the promotion of the common good and general welfare of the IDA, City, Owners and Tenants and consistent therewith, to maintain and preserve the Common Property, to administer and to enforce all covenants, restrictions, easements and charges contained in the Declaration and all liens created herein, 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 express powers (but not intended as affirmative obligations unless so stated) of the Association, including by way of illustration and not obligation, unless so stated, or limited: (a) Assessments. The Association may levy Assessments on the Owners and enforce payment of such assessments, all in accordance with the provisions of the Declaration set forth in Article TV. (b) Right of Enforcement. The Association shall have the power and authority from time to time in its own name, on its own behalf or on behalf of any Owner or Owners who consent thereto, to commence and maintain actions and suits to restrain and enjoin any breach or threatened breach of the Declaration and to enforce, by mandatory or prohibitive injunction or otherwise, all of the provisions hereof or to pursue its Right of Action as provided in Article XII herein. (c) Common Property. The Association may, subject to prior written approval by the City which may be withheld by the City in the City's sole discretion, plan, design, improve and construct on, the Common Property, including the Easement 5 WA 3365268.1 Areas, with, by way of example and not limitation or affirmative obligation, parks and other open space, trees, flowers, other landscaping, fountains, benches, shelters, public sculpture, pedestrian pathways, ornamental walls, lighting systems for such pathways, bridges or underpasses for such pathways, private roadways, driveways, sidewalks and other facilities deemed necessary or desirable by the Association Board (collectively, the "Common Property Improvements" which may be referred to herein with the Common Property as the Common Property). The Association shall maintain, repair and replace the Common Property and the Common Property Improvements, provide adequate comprehensive insurance for the Common Property owned by the Association and provide adequate liability insurance for any maintenance activities performed or caused to be performed by the Association on the Common Property. (d) Insurance. The Association shall obtain and keep in force such policies of insurance and surety bonds, as are necessary to adequately insure and protect the Common Property and the operations thereon and of the Association and as deemed by the Association Board to be necessary and appropriate, provided that such insurance must include adequate comprehensive insurance for the Common Property owned by the Association and adequate liability insurance for any maintenance activities performed or caused to be performed by the Association on the Common Property. (e) Management of Improvements. The Association shall manage and control for its Members all improvements within public right of ways and on the Common Property, provided that such management and control of said improvements shall at all times be subject to the rights of the City, Platte County and the State of Missouri. (f) Landscape Maintenance. The Association shall, subject to the approval of the City, care for, spray, trim, protect, provide irrigation for, and replant, trees on all streets, and on islands located therein, and on the Common Property; and shall care for, irrigate, protect and replant shrubbery, re -sow grass and replace sod in the Common Property. (g) Maintenance of Vacant Property. The Association may mow, care for, maintain and remove rubbish from vacant or unimproved Property (except those Parcels on which construction has commenced), and do any other things necessary or desirable in the judgment of the Association to keep any vacant and unimproved Property and the parking areas in front of any Property neat in appearance and in good order. Nothing herein shall exempt the Owner of the vacant Parcel from the maintenance obligations imposed by this Declaration. The amount necessarily and actually expended for such maintenance shall be a Special Assessment upon the Parcel of said Owner, shall be a lien upon the tract of said Owner and shall be enforceable as other Assessments under Article IV. (h) Street Lighting. The Association shall, subject to the approval of the City and after fast obtaining any required permits, provide such lights as the Association may deem advisable on stints and sidewalks, gateways, entrances, or other features, and on WA 3365268.1 other Common Property or public property subject to the prior written approval of the DRC. (i) Sneer Removal and Street Cleaning. To the extent not provided for by the City, the Association may provide for the removal of snow from sidewalks and streets and the cleaning of streets, gutters, catch basins, sidewalks and pedestrian ways, and for repair and maintenance of sewers, storm sewers and appurtenant drainage facilities. The Association may also provide for snow removal from the Lots and Parcels and may bill the Owners for such service. (i) Signs. The Association may erect and maintain signs after such signs are approved in writing by the DRC and the City, as applicable. The Association may locate such signs in accordance with the Horizons "PD" Regulations adopted on 1 November 2011, as amended and reserve to itself an easement for access to and maintenance of such sign. (k) Security Protection. The Association may employ duly qualified officers for the purpose of providing such security protection as the Association Board may deem necessary or desirable in addition to the protection rendered by public authorities. (1) Acquisition of Real Estate. The Association may acquire and own interests in such real estate as may be reasonably necessary to carry out the purpose of the Association, pay taxes on real estate and facilities owned by it and pay such taxes as may be assessed against the Common Property, if any. Consistent with the foregoing, the Association is authorized to exercise all powers which a corporation organized under the Not -For -Profit Corporation Law of Missouri may exercise. Section 3.02. Membership in the Association. (a) Each Owner (notwithstanding the size of the Parcel owned) shall be entitled to one (1) Association member so long as the Owner remains an individual who holds the Association Membership. Each Owner shall be entitled to one (1) vote in the Association for each Parcel owned. The member must be an individual who, is either an Owner or their designee, or if the Owner is or includes another individual, the Member may be an individual who is a partner if the Owner is or includes a partnership, or an officer of a corporation if the Owner is or includes a corporation, or a beneficiary of a trust if the Owner is or includes a trust, or an Owner of an entity if the Owner is or includes a person other than an individual, a partnership, a corporation or a trust. Anything in this subsection to the contrary notwitsianding, where a Parcel is owned of record in any manner of joint or common ownership, the joint or common Owners thereof shall share among them the rights (including voting rights) given to an Owner pursuant to this Declaration, which they shall be entitled to exercise as a whole, but not in part, in whatever manner they shall jointly determine. With respect to voting rights in particular, joint or common ownership of a Parcel shall entitle the Owners thereof to a total of one (1) vote, to be exercised in whatever mamma they shall jointly determine. 7 WA 3361266.1 CO 0 PO CO iT (b) Subject to the provisions of this Section 3.02, once a Member has been specified by an Owner, a successor Member may only be specified by such Owner upon at least fifteen days' prior notice to the President of the Association; provided, however, the foregoing shall not impair the provisions of Section 3.02(c). (c) A Membership shall not be transferred, pledged or alienated in any way, except as herein expressly provided. Subject to the provisions of Section 3.02(a), an Association Membership shall automatically be transferred to a new Owner upon the transfer of the Parcel to which it appertains (and then only to such transferee), whether by sale, intestate succession, testamentary disposition, foreclosure of a mortgage or other legal process transferring fee simple title to such Parcel. Section 3.03. Association Powers. The powers of the Association shall be vested in, exercised by, and under the authority of the Members, and the affairs of the Association shall be governed in accordance with the Association's Articles of Incorporation and By -Laws. The members of the Association shall elect the board of directors, in which board there shall be vested all of the power and authority to supervise, control, direct and manage the property, affairs and activities of this Association. The rights, powers and privileges of the directors shall be fixed in the bylaws. The number of members of the board of directors at any time shall not be less than three (3) and shall be fixed by, or in the manner prescribed in, the bylaws, as amended from time to time at any time after the adoption of the initial bylaws. Directors shall be elected, removed or appointed in the manner and for the terms as provided in the bylaws, provided that the City shall always be entitled to at least one (1) member of the board of directors. Section 3.04. Suspension of Membership and Rights of Enjoyment. The Association may suspend the voting rights of a Member who: (a) is subject to a Right of Action by reason of having failed to take reasonable steps to remedy a violation or breach of the Declaration within the number of days specified in a written notice given by the Association after such violation or breach; or (b) has allowed any Assessment levied by the Association pursuant to this Declaration to become delinquent; or (c) has violated any rules and regulations adopted by the Association governing the use and enjoyment of the Common Property or services thereon. Such suspension shall be for the balance of the period in which the conditions set forth in subsections (a) and (b) or (c) of this Section 3.04 exist. Section 3.05. Termination of Membership. No Owner shall continue to be a Member after he ceases to hold a qualifying interest in any Parcel. No Member may avoid his obligations under this Declaration by declining to use Common Property, abandoning his Parcel, or by any other act of abandonment or renunciation. 8 WA 3365268.1 Section 3.06. Limitation of Liability. No Member of the Association, officer of the Association, or member of any committee of the Association, whether such committee is specifically described in this Declaration or hereafter created by the Association, shall be personally Liable to any Owner, Member or Tenant or to any other party, including the Association, for any damage, loss or prejudice suffered or claimed on account of any act, omission, error or negligence of such Member, officer of the Association, committee member, any other representative or employee of the Association or of City, provided that such person has, upon the basis of such information as may be possessed by him, acted in good faith on behalf of the Association, without willful or intentional misconduct. Section 3.07. City and / or IDA'a Control of the Association. Notwithstanding anything in this Article III or elsewhere in this Declaration to the contrary, the City and / or the IDA shall have absolute and exclusive control over the Association, including appointment and removal of the members of the Association Board and any and all officers of the Association, until eighty percent (80%) of the Parcels in the Development Nan (as it exists from time to time) have been sold to Owners. Until such time, only the City and / or the IDA shall be entitled to exercise any and all powers of the Association. The City and / or the IDA's exercise of control over the Association pursuant to this Article RI, shall in no way obviate any Owner's obligations under this Declaration, including without limitation payment of any Assessments. ARTICLE IV Imposition of Assessments and Liens Upon Property Section 4.01. Covenants for Assessments and Creation of Liens. Each Owner, jointly and severally, for its successors and assigns, by acceptance of a deed or other conveyance for any Tract, whether or not the covenants contained herein shall be expressed in any such deed or other conveyance, hereby covenants and agrees that: (a) it will pay to the Association all Assessments which may or shall be levied by the Association against the Parcel owned by it in each year or any part thereof; (b) it shall be personally liable for all such Assessments which become due while it is the Owner of each Parcel being assessed; (c) all Assessments, together with the continuing obligation to pay each Assessment assessed in all future years, together with all costs, expenses, interest and reasonable attorney's fees incurred in the collection of delinquencies, shall become, upon the filing of this Declaration, and thereafter remain, a charge against and be secured by a continuing lien upon the Parcel of such Owner; and (d) said charge and lien shall be superior to any and all other charges, liens or encumbrances which may hereafter in any manner arise or be imposed upon the Parcel whether arising from or imposed by judgment or decree or by any agreement, contract, mortgage or other instruments, excepting only: (i) purchase money mortgages or deeds of trust given to finance the purchase of the Parcel and mortgages or deeds of trust to finance construction of 9 WA 336526111 improvements on the Parcel and mortgages or deeds of trust otherwise encumbering the Parcel; provided, however, that this subordination to such mortgages shall apply only to Assessments which have become due and payable prior to a sale or transfer of any Parcel on account of the foreclosure of any such mortgage or on account of any other proceeding in lieu of foreclosure; such foreclosure sale or transfer in lieu of foreclosure shall not release such Parcel from the lien of or relieve the new Owner, its successors and assigns from liability for any Assessments thereafter becoming due; and (ii) such liens for taxes or other public charges as are made superior by applicable law; provided, however, that this subordination to such liens shall apply only to Assessments which have become due and payable prior to a sale or transfer of any Parcel on account of the foreclosure of any such lien or on account of any other proceeding in lieu of' foreclosure; such foreclosure sale or transfer in lieu of foreclosures shall not release such Parcel from the lien of or relieve the new Owner, its successors and assigns from any liability for any Assessments thereafter becoming due. Nothing contained in this subsection (d) of Section 4.01 shall be construed so as to constrain or impair the payment of funds realized from a foreclosure sale, to the extent of any funds remaining after satisfaction of prior liens, in order of priority to holders of subordinated liens. Section 4.02. Uniform Rate of Assessment. (a) For the purpose of providing funds for the uses specified in Article V hereof, the Association shall assess against the Parcel in each year, beginning with the year in which it is necessary for the Association to maintain any Common Property, a charge (referred to herein as "Assessment" or "Annual Assessment"), which shall be uniform with respect to all Parcels. Assessments shall be levied in such amounts as determined by the Association to provide funds sufficient to support the Association Budget for each fiscal year of the Association. If the Association fails to approve a budget as described above, a budget in the amount of the prior year's budget shall be automatically deemed approved. (b) The Property may be divided into districts by the Association for the purpose of allocating maintenance assessments. Section 4.03. Billing of Annual Assessments. At such time or times as the Association Board may determine, the Association shall levy the Annual Assessment against each Parcel on a pro rata basis based upon the square footage contained in each Parcel to the total square footage contained in the Property (exclusive of the Common Property). The Association shall send a written bill to each Owner stating the amount of the Annual Assessment imposed against each Parcel owned by the Owner, the time period for payment thereof, and the interest rate to be charged for late payments thereof. Each Annual Assessment shall be due and payable on a date established by the Association and shall become delinquent on a date established by the Association. The Association may establish payment procedures to allow payment of the Annual 10 WA 3365266.1 CO +d Co c-d 0 00 Assessment in increments during the year the Assessment is made, provided that this privilege is extended to all Owners on an equal basis, and provided that reasonable notice is given of each payment date, of the interest to be charged for late payments, of the liens established by this Declaration, and of the suspension of membership rights as a consequence of the failure to pay. Section 4.04. Late Payments. (a) The Association may from time to time establish or change the rate of interest which shall be charged for the payment after the delinquency date of any portion of an Assessment, provided that such interest rate shall not exceed the lesser of eight percent (8 %) over the Base Rate or Prime Rate as announced by United Missouri Bank of Kansas City, N.A. (or any successor thereto) as its base per annum lending rate, from time to time, or the maximum interest rate permitted under the laws of the State of Missouri and provided that reasonable notice of such charge is given to the Members. (b) In the event of default in the payment of any one (1) or more installments of' the Annual Assessment established hereunder, the Association may declare any remaining balance of said Annual Assessment at once due and payable. (c) In the event that an Owner shall fail to fully pay the Assessment by the delinquency date thereof, such unpaid amount shalt become a binding personal obligation of such Owner, and the Association shall have the right, pursuant to the provisions of Section 12.03 hereof, to enforce the lien for Assessments imposed by Section 4.01. The Association shall have the right and duty to take all appropriate actions and steps to collect any such unpaid Assessments. Each delinquency shall constitute a separate basis for a demand or claim of lien or liens, but any number of defaults may be included within a single demand or claim of lien or liens on account of prior delinquencies and shall be deemed to include subsequent delinquencies and amounts due on account thereof. The Association may institute a suit to recover a money judgment for the same, together with interest thereon and reasonable expenses of collection, including attorneys' fees, without foreclosing or waiving the lien hereinbefore provided. Section 4.05. Certificate of Payment. Upon written demand by an Owner, the Association shall issue and furnish to such Owner, within a reasonable period of time, a written certificate stating that all Assessments, including interest and costs (if any), have been paid with respect to any Parcel owned by said Owner as of the date of such certificate, or if all Assessments have not been paid, setting forth the amount then due and payable. The Association may make a reasonable charge for the issuance of such certificate. Any such certificate, when duly issued as herein provided, shall be conclusive and binding with regard to any matter therein stated as between the Association and any bona fide purchaser or encumbrancer of the Parcel in question. Section 4.06. Special Assessments. (a) In addition to the Annual Assessments authorized by Section 4.01 hereof, the Association may levy in any year a Special Assessment for the purpose of defraying, 11 WA 3365261.1 in whole or in part, the cost of any construction or reconstruction, repair or replacement of Common Property improvements including any capital improvement upon the Common Property, or the cat of any utility deemed necessary by the Association to serve the Property including the necessary fixtures and personal property related thereto, or any unexpected cost or expense of the Association, as the Association may determine. (b) A Special Assessment shall become effective upon written notice by the st3 Association. Billing of Special Assessments shall be handled according to the procedures set out in Section 4.03 hereof. (c) The Special Assessment shall be deemed to be approved by the MemberP' unless three -fourths (3/4) of the Members vote not to approve such Special Assessment. (d) Any Parcels owned by the City or IDA shall not be subject to Special Assessments unless the City or IDA otherwise agrees. ARTICLE V Use of Funds Seedon 5.01. Purposes for which Funds May Be Used. The Association shall apply all funds received by it pursuant to this Declaration and all other funds and property received by the Association, including the proceeds of loans referred to in Sections 5.02 and 5.05 and the accumulated funds tefi.ra.d to in Section 5.03, to the following: (a) the operating costs and expenses of the Association; (b) the planning, design, acquisition, improvement, construction, maintenance and equipping of Common Property and Common Property Improvements; (c) payment of all principal and interest when due on all loans made to the Association pursuant to Section 5.02 hereof; (d) payment of all real and personal property taxes and assessments, if any, separately levied upon or assessed against the Association or any property owned by the Association; (e) payment of all premiums and charges for all polices of insurance or surety bonds, as deemed by the Association to be necessary and appropriate, including but not limited to workmen's compensation insurance, to the extent necessary to comply with any applicable law and then current insurance practices, and indemnity, faithful performance, fidelity and other bonds as the Association shall dean necessary, appropriate or required to carry out the Association functions or to insure the Association against any loss from malfeasance or dishonesty of any employee or other person charged with the management or possession of any Association funds or property; and 12 WA 3365266.1 (f) the repair, improvements, construction, operation or extension of any utility servicing the Property or any utility deemed reasonably necessary by the Association to service the Property. Section 5.02. Section 5.02 Handling of Funds. In order to secure the repayment of any and all sums borrowed by it from time to time, the Association is hereby granted the right and power. (a) to assign and pledge revenues received and to be received by it under any provision of this Declaration, including, but not limited to, the proceeds of the Assessments payable hereunder; and (b) to enter into agreements with its lender(s) with respect to the collection and disbursements of funds, including, but not limited to, agreements wherein the Association covenants: (1) to assess the Assessments on a given day in each year and subject to the limitations specified in Article TV; (ii) to establish sinking funds, other security deposits, and / or a capital equipment replacement fund; (iii) to apply funds received by the Association to the payment of all principal and interest when due on such loans or to apply the same to such purpose after providing for costs of collection; (iv) to establish such procedures as may be required by the lender(s), but not inconsistent with the Declaration; (v) to provide for the custody and safeguarding of all funds by the Association; and (vi) to negotiate and arrange the amoumt, terms and rate or rates of all borrowing and the provisions of all agreements with lender(s). Section 5.03. Accumulation of Funds Permitted. The Association shall not be obligated to spend in any calendar year all the sums collected in such year by way of Annual Assessments, or otherwise, and may carry forward, as surplus, any balances remaining; but the Association shall be obligated to apply such surplus to reasonable reserves or the reduction of the amount of the Annual Assessment in the succeeding year. Section 5.04. Posting of Bond. The Association shall require that all persons or entities who handle the Association funds or monies, which funds and monies shall be deposited in federally insured banks or savings and loans, post bonds sufficient in amount to indemnify the Association from any loss. Section 5.05. Annual Budget and Advances by the City. WA 33652611.1 13 98Z09dL81 I A8 (a) Not later than ninety (90) days prior to the end of each fiscal year for the Association, the Association Board shall prepare an annual cash budget projecting anticipated expenses, cash receipts, and any other coats for the ensuing fiscal year (the "Association Budget") which shall be submitted to the City for its review and approval. Upon receipt of the Association Budget, if the City does not provide its approval with sixty (60) days, the budget shall be deemed approved by the City. The fiscal year for the Association shall be the calendar year. The proposed Association Budget will automatically be approved unless three -fourths (3/4) of the Members vote not to approve such Association Budget. (b) In the event the Association has failed to adopt a budget by the first day of each fiscal year, the Association shall be deemed to have adopted a budget for such fiscal year in accordance with the budget for the prior fiscal year. (c) The City may, but is not obligated to, make cash advances to the Association to eliminate any projected net cash flow deficit of the Association which occur during the course of any fiscal year throughout the Development Period. Such cash advances may be considered borrowings of the Association. (d) if required by the City, all such advances shall be evidenced by promissory notes of the Association to bear interest at the effective rate of interest being paid by the City on its debentures or debt obligations. ARTICLE VI Common Property Section 6.01. Conveyance of Common Property. The IDA and / or the City may convey any interest it may have in the Common Property to the Association and, from time to time, convey to the Association such certain other property as the IDA and / or the City may determine in accordance with the Development Plan for the common use and enjoyment of the Owners. Any deed of conveyance may contain appropriate restrictions and assurances that such property shall be reserved for the common use and enjoyment of the Owners. Section 6.02. Use of Common Property. (a) Every Owner, by reason of such ownership, shall have a right and easement of enjoyment in and to all Common Property owned by the Association, and such easement shall be appurtenant to and shall pass with every Parcel upon transfer. All Tenants who are not also Owners shall have a nontransferable privilege to use and enjoy all Common Property owned by the Association for so long as they are a Tenant. (b) All such rights, easements and privileges conferred under this Article VI shall, however, be subject to the rights granted to the Association in accordance with this Declaration to: (i) establish, adopt, promulgate, amend and rescind reasonable rules and regulations pertaining to the use, operation and maintenance of Common 14 WA 336326.1 Property which shall enhance the preservation of such facilities, promote the safety and convenience of the users thereof, and which shall serve to promote the best interests of the Owners and the Horizons Business Park; (ii) (II) determine the use or uses to which Common Property owned by the Association may be put; (iii) borrow money for the purpose of acquiring, developing or improving any Common Property including improvements thereon, and in aid N thereof to mortgage the same, provided that the rights of any such mortgagee shall be subordinate to the rights, easements and privileges herein granted and assured; provided, further, that any such mortgage shall be subject to the approval of three fourths (3/4) of the Members who are present in person or by proxy and voting at an Association meeting at which a quorum is present or voting in a referendum called for such purpose after the proper notice is given; and (iv) apply for, accept and expend loans or grants from federal, state or local governments and comply with any conditions required by such governments in order to obtain such loans or grants including conditions relating to the use and enjoyment of Common Property by the general public. Section 6.03. Damage or Destruction of Common Property by Owner. In the event any Common Property is damaged or destroyed by an Owner, Tenant or any of their guests, tenants, licensees, or agents, such Owner does hereby authorize the Association to repair such damaged areas. The Association shall repair such damaged area in a good and workmanlike manner in conformance with the original plans and specifications of the area involved, or as the area may have been modified or altered subsequently by the Association at the discretion of the Association. The amount necessary and actually expended for such repairs shall be a Special Assessment upon the Parcel of said Owner, shall be a lien upon the tract of said Owner and shall be enforceable as other Assessments under Article IV. Section 6.04. Maintenance of Common Properly. The Association shall maintain the Common Property according to at least the same standard of maintenance required of Owners. ARTICLE VII Design Review Committee ("DRC") Section 7.01. The purpose of the DRC is to assure that all proposed uses and any construction or alteration of any Structure which takes place on any Parcel or any other Property shall be performed in conformity with the objective of high quality design and development as set forth in the Development Plan. To carry out that purpose, the DRC shall have all of the rights, powers and duties conferred upon it pursuant to the provisions of this Article VH, including the right to approve any and all proposed uses, site plans and Structures to be constructed on the Property. The DRC shall also have the right to approve or disapprove any and all proposed external alterations or use changes for any Parcel or Common Property. The DRC will not do 15 WA 3365268. anything, however, which would prevent the Developer from fulfilling its obligations under the Development Plan. Seedon 7.02. Composition and Appointment. (a) During the Development Period, the DRC shaft be comprised of five (5) members, three (3) members appointed by the Developer and two (2) members, appointed by the City; thereafter, the DRC shall be comprised of five members; three (3) members appointed by the Association Board and two (2) members, appointed by the City; the members of the DRC need not be Members or Owners. so (b) The rights, powers and privileges of the members of the DRC shall be fixed in the Association bylaws. Members of the DRC may be appointed, replaced or removed in the manner and for the terms as provided in the bylaws. Section 7.03. Oilleen, Subcommittees and Compensation. The members of the DRC shall appoint a Chairman and Secretary front among their number and may appoint from among their number such other officers and subcommittees as they shall from time to time determine. The members of the DRC shall not receive any compensation for their services to the DRC or the Association. Section 7.04. Operations of the DRC. (a) The DRC shall adopt and promulgate and, as it deems appropriate, amend the Development Guidelines as provided in Section 7.05 hereof and will, as required, make findings, determinations, rulings and orders with respect to the conformity with said Development Guidelines of plans and specifications to be submitted for approval to the DRC as provided in Section 7.06 hereof. As required, the DRC shall issue permits, authorizations or approvals pursuant to the directions and authorizations contained herein. The initial Development Guidelines are attached as Exhibit C. (b) Any three (3) or more of the members of the DRC may be authorized by the DRC to exercise the full authority of the DRC with respect to the review of plans and specifications pursuant to the provisions of this Article and with respect to all other matters as may be specified by resolution of the DRC, except with respect to the adoption or promulgation of the Development Guidelines. The unanimous action of three (3) or more members of the DRC in issuing an approval based upon specified conditions or a modification of any plans and specifications submitted under the provisions of this Article, or in issuing an approval or disapproval of any permit or authorization, shalt be final and binding upon the DRC, subject, however, to an appeal to the DRC as a whole. Any applicant for such approval, permit or authorization may, within thirty (30) days after receipt of notice of any decision which he deems to be unsatisfactory, file a written request to have the matter in question reviewed by the entire DRC. Upon filing of any such request, the matter with respect to which such request was filed shall be submitted to, and reviewed as soon as possible by, the entire DRC. Thereafter, the majority decision of all members of the DRC with respect to such matter shall be final and binding. 16 WA 3365261.1 Section 7AS. Development Guidelfna. (a) As contemplated by and pursuant to the provisions of this Article VII, the DRC may adopt, promulgate, amend, revoke and enforce design and development guidelines, hereafter referred to as the Development Guidelines, for the purposes of: (i) governing the form and content of plans and specifications to be submitted for approval pursuant to the provisions of Section 7.06; (ii) governing the procedure for such submission of plans and 2 specifications; and (iii) establishing policies, requirements, standards, restrictions and specifications with respect to the approval and disapproval of all proposed uses and with respect to construction or alteration of any Structure on any Parcel, Easement Area or Common Property owned by the Association. (b) The DRC shall make a published copy of its current Development Guidelines, readily available to Owners, which Guidelines shall include the Plan Submission Procedure, Site Planning and Landscape Standards, and Design Standards. Section 7.06. Submission of Plans and Specifications. No Structure shall be commenced, erected, placed, moved onto or permitted to remain on any Parcel, nor shall any existing Structure upon any Parcel be altered in any way which materially changes the exterior appearance thereof, nor shall any new use be commenced, unless plans and specifications (including a description of any proposed new use) therefor shall have been submitted to and approved in writing by the DRC. Such plans and specifications submitted to the DRC shall be in such form and shall contain such information as may be required by the DRC in the Development Guidelines promulgated by the DRC pursuant to Section 7.05 of this Declaration. No building or similar structure on any Parcel or Lot shall be constructed with exposed metal sides. Section 7.07. Approval of Plans and Specifications. Upon approval by the DRC of any plans and specifications submitted hereunder, a copy of such plans and specifications, as approved, shall be deposited as a permanent record with the DRC and a copy of such plans and specifications bearing such approval in writing shall be returned to the applicant submitting the same. Approval of any plans and specifications for use in connection with any Parcel or Structure shall not be deemed a waiver of the DRC's right, in its discretion, to disapprove similar plans and specifications or any of the features or elements included therein if such plans, specifications, features or elements are subsequently submitted for use in connection with any other Parcel or Structure. Approval of any such plans and specifications relating to any Parcel or Structure, however, shall be final as to that Parcel and such approval may not be revoked or rescinded thereafter, provided that there has been adherence to, and compliance with, such plans and specifications, as approved, and any conditions attached to any such approval. The DRC, in its discretion, is permitted to approve deviations from the Development Guidelines and from this Declaration when, in its judgment, such deviations will result in a more beneficial use or will otherwise promote the Development Plan. Such approval must be granted in writing and when 17 WA 3365264.I the DRC approves and grants a deviation from this Declaration, such approved deviation shalt for all purposes amend this Declaration but only to the limited extent of such specifically approved deviation. No approved deviation shall be deemed to act as a precedent in respect of any other requests for approvals of deviations. Section 7.08. Disapproval of Plans and Specifications. (a) The DRC shall have the right to disapprove any plans and specifications submitted hereunder as determined by the DRC in its sole judgment and discretion for failure of such plans or specifications to comply with this Declaration or the Development Guidelines, or for any other matter with respect to such submitted plans and specifications, whether or not such matters are included in the Development Guidelines, if such matters, in the sole judgment and discretion of the DRC, would conflict with the value and amenities of the Horizons Business Park/Planned Development District established in the Development Plan and as may be set forth in this Declaration or the Development Guidelines, or any other matter which, in the judgment of the DRC, would render a proposed Structure or use inharmonious with the standards for Horizons Business Park/Planned Development District as set forth in the Development Plan. (b) In any case in which the DRC shall disapprove any plans and specifications submitted hereunder, or shall approve the same only as modified or upon specified conditions, such disapproval or qualified approval shall be accompanied by a statement of the grounds upon which such action was based. In any such case the DRC shall, if requested, make reasonable efforts to assist and advise the applicant in order that an acceptable proposal may be prepared and submitted for approval. (c) The approval or disapproval of plans and specifications by the DRC shall not be construed as approval or disapproval of engineering decisions or of compliance of such plans and specifications with zoning and building ordinances nor with any such industry or governmental standards, rules, regulations and codes. It is the responsibility of each Owner to employ properly qualified and, as applicable, licensed professionals to design and construct its Structure. By approving or disapproving the plans and specifications neither the DRC nor any member thereof assumes any liability or responsibility therefor or for any defect in any Structure or part thereof constructed from such plans and specifications. Section 7.09. Failure to Act. In the event that the DRC shall fail to take action on any complete set of plans and specifications as herein provided within ninety (90) business days after receipt of preliminary" plans and specifications or within ninety (90) business days after receipt of "final" plans and specifications, together with the fees authorized by Section 7.12 hereof, and such other requirements as called for by the Development Guidelines, the same shall be deemed to have been approved as submitted, and no further action by the DRC shall be required for the applicant to begin construction. Such approval shall be placed in writing on the plans and specifications and shall be retumed to the applicant. Section 7.10. Inspection Rights. After reasonable notice and at any reasonable time or times, any agent of the Association or the DRC may enter upon any Parcel for the purpose of 18 WA 336526t.1 CO O CO 0 ascertaining whether the use or maintenance of such Parcel or the construction of any Structure thereon is in compliance with the provisions hereof. Neither the Association, nor the DRC, nor any agent thereof shall be deemed to have committed a trespass or other wrongful act solely by reason of such entry or inspection, provided such inspection is carved out in accordance with the terms of this Section. Section 7.11. Violations. If any Structure shall be erected, placed, maintained or altered upon any Parcel, or any new use commenced on any Parcel, otherwise than in accordance with the plans and specifications approved by the DRC pursuant to this Declaration, such erection, placement, maintenance or alteration shall be deemed to have been undertaken in violation of 0 this Article and without the approval required herein. If in the opinion of the DRC, such N violation shall have occurred, the DRC shall notify the Association Board. If the Association Board shall agree with the determination of the DRC with respect to the violation, then upon written notice of the violation to the Owner from the Association (which shall be deemed to have been delivered if sent by certified or registered mail, return receipt requested, postage paid), any such Structure so erected, placed, maintained or altered upon any Parcel in violation hereof shall be removed or altered, and any such use shall be terminated, so as to extinguish such violation. if the Owner of the Parcel upon which such violation exists shall not have taken reasonable steps toward the removal or termination of the same within the time Specified in such notice, the Association shall have the right to pursue its Right of Action as provided in Article XIII hereof together with all remedies whether at law or in equity and whether specified herein or in Article X1I hereof, and including but not limited to the remedy of injunctive relief and obtaining a monetary judgment for all costs, expenses, including reasonable attorneys' fees, and damages. Section 7.12. Fees. As a means of defraying its expenses, the DRC may charge and collect a reasonable and appropriate fee as established from :time to time and published in the Development Guidelines. The fees shall be made payable to the Association and shall be payable at the time plans and specifications are submitted as a condition precedent for the review and approval of such plans and specifications. Section 7.13. City Approval. Nothing in this Article VII shall replace or otherwise effect any of the City's independent approval or permitting procedures and requirements in accordance with City code and no Structure shall be comencd, erected, placed, moved onto or pemtitted to remain on any Parcel, nor shall any existing Struture upon any Parcel be altered in any way which materially changes the exterior appearance thereof, nor shalt any new use be commenced, unless plans and specifications (including a description of any proposed new use) therefor shall have been submitted to and approved in writing by the City. ARTICLE VIII Easements Section 8.01. Common Property. The IDA, the City and the Association may maintain the Easement Areas in accordance with this Declaration. Section 8.02. Entry. The City and / or IDA reserves for itself, the City and the Association, the right at all times to enter upon all pans of the Easement Areas of each Parcel for any of the purposes for which said easements, public access or right-of-ways are reserved. The 19 WA 336526t.1 Association, its agents, designees, successors and assigns shall maintain the Easement Areas, and shall be responsible for leaving each Easement Area in good repair and condition following any work or activity within such Easement Area Section 8.03. Disposition During Development Period. During the Development Period, the IDA and / or City may convey an Easement Area to a public authority or utility company where such conveyance is required by the public authority or utility company as a prerequisite to installing the utility facility on the Easement Area or where such conveyance is required by the public authority or utility company as a prerequisite to accepting ownership of the utility facility for operation and maintenance. ARTICLE IX Construction on Parcels Section 9.01. Construction Standards. The DRC shall implement construction standards for the construction of any improvements on any Parcel, which standards may include, but shall not be limited to: (a) No dumping or open burning of construction materials, waste or trash shall occur on any building Parcel. (b) Erosion control shall be provided on Parcels with steep grades. The DRC may, at its sole discretion, require the Owner to place erosion control materials such as straw bales or fencing on any portion of a Parcel that appears to be subject to erosion due to construction activities. (c) No changes in plans during the construction period will be permitted without prior express written approval of the DRC. (d) Excess excavation materials must be hauled away from the Parcel and from the Property. (e) Concrete suppliers and contractors shall clean their equipment only at locations designated by the City for that purpose. ARTICLE X Duration and Amendment Section 10.01. Duration. This Declaration and the Restrictions contained herein shall nun with, burden and bind the Property, shall inure to the benefit of and shall be enforceable by the IDA and / or the City (during the Development Period), the Association and any Owner, their respective legal representatives, heirs, successors and assigns, until January 1, 2023; after which time the Declaration shall be automatically renewed for successive periods of ten (10) years unless, prior to the conunencement of any such renewal period, an instrument terminating this Declaration and the Restrictions contained herein shall be executed by the Association and recorded in the appropriate Office of the Recorder of Deeds or in such other place of recording as may be appropriate at the time of the execution of such instrument, pursuant to a resolution to 20 WA 3365268.1 such effect approved in writing by one hundred percent (100%) of the total number of Members, which resolution shall have been approved within six (6) months prior to January 1, 2023, or prior to the end of any such ten (10) year extension period. Section 10.02. Amendment. (a) Except as hereinafter specifically provided, including as provided in Section 11.01, this Declaration may not be amended, terminated or modified in any respect except by recording an instrument executed by the Association and authorized by the Members, subject of course to the rights, if any, of any lienholders of liens on the Property to consent to or approve of such amendment, termination or modification, pursuant to a resolution to such effect approved in writing by not less than three-fourths (3/4) of the total number of Members. (b) Notwithstanding the foregoing, during the Development Period this Declaration can be abolished, amended, modified or changed in whole or in part by the City and / or the IDA in order to, among other things, correct deficiencies of this Declaration as determined to exist by the City and / or the IDA and, to give effect to all of the rights, obligations and duties created or contemplated herein. ARTICLE XI Enforcement Section 11.01. Right of Action. (a) In the event of a violation or breach of any Restriction contained in this Declaration, the Association shall give written notice to the Owner setting forth in reasonable detail the nature of such violation or breach and the specific action or actions which shall be taken by the Owner to remedy such violation or breach. If the Owner shall fail to take reasonable steps to remedy such violation or breach within the time limit specified in the written notice, then the Association may pursue its Right of Action. The teen "Right of Action" as used herein, shall mean the right of the Association, through its agents and employees, to enter at all reasonable times upon any Parcel as to which a violation, breach or other condition to be remedied exists, and take the actions specified in the notice to the Owner to abate, extinguish, remove or repair such violation, breach or other condition which may exist thereon contrary to the provisions hereof. Such entry or action, or both, shall not be deemed to be a trespass or wrongful act solely by reason of such entry and such actions, provided such entry and such actions are carried out in accordance with the provisions of this Section. All costs and expenses including reasonable attorneys' fees incurred by the Association or on its behalf in enforcing such Right of Action, shall be a binding personal obligation of such Owner enforceable at law, as well as a lien on such Owner's Parcel enforceable pursuant to the provisions of Section 12.03 hereof. The lien provided under this Section shall not be valid against a bona fide purchaser (or bona fide lienholder) of the Parcel in question unless a notice of such lien shall have been ftled in the appropriate office of the Recorder of Deeds prior to the recordation of the deed in the said office (or lien instrument) conveying the Parcel in question to such purchaser (or subjecting the same to such lien). "Right of Action" shall 21 WA 3365268.1 also mean and encompass the right to pursue all remedies herein specified and specified in Sections 12.02 and 12.03, together with all remedies at law or in equity. (b) During the Development Period, the City and / or the IDA may pursue its Right of Action where in the sole judgment of the City and / or the IDA, the Association has failed to exercise its Right of Action to enforce the provisions of the Declaration and has thereby jeopardized the performance of the obligations of the Developer pursuant to the Development Plan. The City's and / or the IDA's Right of Action shall be subject to the following limitations: (i) the City and / or the IDA shall give written notice to the Association identifying the violation which City and / or the IDA seeks to correct and the steps Association will take to remedy the condition; and (ii) the City and / or the IDA may not commence to exercise its Right of Action less than thirty (30) days nor more than sixty (60) days after giving written notice to the Association. Section 11.02. Specific Performance. Nothing contained herein shall be deemed to affect or limit the rights of the IDA and / or the City (during the Development Period), the Association, the Members, or the Owners, or any one of them, to enforce any of the terms, covenants or conditions of this Declaration by appropriate judicial proceedings. However, the City and / or the IDA hereby declare that it is impossible to measure in money the damages which will accrue to a beneficiary hereof, its transferees, successors or assigns, by reason of a violation of, or failure to perform any of the obligations provided by this Declaration. Therefore, any beneficiary hereof shall be entitled to relief by way of injunction or specific performance, as well as any other relief available at law or in equity, to enforce the provisions hereof. In any and all such actions, whether at law or in equity, any such beneficiary who is entitled to relief shall also be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred in enforcing such rights. Section 11.03. Enforcement of Liens. (a) The Association shall have a lien for Assessments, user fees and charges (herein collectively, "Assessment" or "Assessments") as set forth in Section 4.01 hereof and shall have a lien for the cost of exercising the Right of Action as set forth in Section 12.01 hereof. The amount which may be recovered by the Association shall include the Assessment or costs, together with the cost of such enforcement proceedings, including reasonable attorney's fees and interest. Suits to recover a money judgment for unpaid Assessments shall be maintainable without foreclosing or waiving the lien provided for in Section 4.01 hereof. (b) If any demand for payment or claim of lien or liens is not paid when due as provided in Section 4.05 hereof, the Association or its duly authorized representative may thereafter elect to file and record a claim of lien on behalf of the Association against the Parcel of the defaulting Owner in the appropriate Office of the Recorder of Deeds. 22 WA 3165268.1 Such claim of lien shall be executed and acknowledged by any officer of the Association and shall contain substantially the following information: (i) the name of the delinquent Owner, (ii) the legal description and street address of the Parcel against which the claim of lien is made; (iii) the total amount claimed to be due and owing for the amount of the delinquency, interest thereon, collection costs and reasonable attorney's fees (with any proper offset allowed); (iv) that the claim of lien is made by the Association pursuant to this Declaration; and (v) that a lien is claimed against said Parcel in an amount equal to the amount stated, together with all other amounts becoming due from time to time in accordance with this Declaration. (c) Upon such recordation of the duly executed original or copy of such a claim of lien, the lien claimed therein shall immediately attach and become effective in favor of the Association as a lien upon the Parcel against which such Assessment or cost was levied. Such a lien shall have priority over all liens or claims created subsequent to the recordation of the claim of lien thereof, except for tax liens for real property taxes and assessments on any Parcel in favor of any municipal or other governmental unit and except as provided in Section 4.01 hereof. (d) Any such lien may be foreclosed by appropriate action at law or in the manner provided by law for non judicial foreclosure of mortgages and deeds of trusts or in any other manner permitted by the laws of Missouri. The Association is hereby authorized to appoint any attorney or any officer or director of the Association as trustee for the purpose of conducting any non judicial sale in connection with non -judicial foreclosure of the Association's lien. (e) The lien provided for herein shall be in favor of the Association and shall be for the benefit of all other Owners and shall secure payment of all sums set forth in the claim of lien, together with all sums becoming due and payable in accordance with this Declaration after the date of recordation of said claim of lien. (1) Upon the timely curing of any default for which a notice of claim of lien was filed by the Association and the payment of all sums secured by the lien created by the recordation of such claim of lien, the Association shall (upon payment by such Owner of reasonable costs) cause an officer of the Association to file and record an appropriate release of such claim of lien in the appropriate Office of the Recorder of Deeds. 23 WA 3365166.1 CO CO -n O tV co 01 (g) No Owner may waive or otherwise escape liability for the Assessments provided for in this Declaration by nonuse of the Common Area, or any part thereof, or any part of the Property, or abandonment of its Parcel. (h) Notwithstanding anything contained in this Declaration to the contrary, no action may be brought to foreclose or otherwise realize on the lien created by recordation of the claim of lien, until the expiration of thirty (30) days after a copy of said claim of lien, showing the date of recordation thereof, has been mailed to the Owner of the Parcel which is described in such claim of lien. (i) Each Owner does hereby waive to the extent legally possible, all defenses to any liens created pursuant to this Declaration, whether such liens are now in existence or are created at any time in the future, and the benefit of any exemption laws of the State of Missouri now in effect, or in effect from time to time hereafter. Section 11.04. No Waiver. The failure of the City, the IDA, the Association, any Owner, or its respective successors and assigns, to enforce this Declaration shall in no event be considered a waiver of the right to do so thereafter as to a similar violation or breach occurring prior or subsequent thereto. Section 11.05. Additional Rules. The Association, and the DRC, each by a majority vote, to the extent specifically provided herein, may adopt, amend, modify, promulgate and rescind or revoke reasonable rules. regulations and procedures regarding the administration, interpretation and enforcement of the provisions of this Declaration; for the DRC in particular, this includes the right of modification, amendment, revocation or rescission of the Development Guidelines. In so adopting, amending, modifying, promulgating, rescinding or revoking such rules, regulations and procedures, or in making any finding, determination, ruling or order or in carrying out any directive contained herein relating to the issuance of permits, authorizations, approvals, rules or regulations, the Association and the DRC shall take into consideration the best interests of the Owners and Tenants of the Property to the end that the Property shall be preserved and maintained as a business park of high quality and shall seek to achieve the development of the Property in accordance with the standards and objectives set forth in the Development Plan. Section 11.06. Incorporation of Provisions In Deeds. (a) Each grantee, by accepting a deed to a Parcel, lease or other instrument conveying any interest in any Parcel, whether or not such instrument incorporates or refers to this Declaration, covenants for itself, its successors and assigns to observe, perform and be bound by the Declaration and to incorporate this Declaration by reference in any Deed or other conveyance of all or any portion of its interest in any real property subject hereto. This covenant, and any such covenant in any deed to any Parcel, may be specifically enforced against the grantor or the grantee, or both. 24 WA 3365261 1 9 8 Z 01d L 8 i I lib ARTICLE XII Miscellaneous Section 12.01. No Reverter. No Restriction herein is intended to be, nor shall be construed as, a condition subsequent or as creating a possibility of reverter. Section 12.02. Invalidity. The determination by a court that any provision hereof is invalid for any reason shall not affect the validity of any other provision hereof, and to the extent that any term, covenant or condition contained in this Declaration is in conflict with any applicable laws, this Declaration shall be deemed to be amended so as to comply with applicable laws. Section 12.03. Violation and Nuisance. Any act or omission whereby any provision of this Declaration is violated in whole or in part is hereby declared to be a nuisance and may be enjoined or abated, whether or not the relief sought is for negative or affirmative action, by the City, the Association or any Owner. Section 12.04. Violation of Law. Any violation of any federal, state, municipal or local law, ordinance or regulation pertaining to the ownership, occupation or use of any of the Property is hereby declared to be a violation of this Declaration and subject to any and all of the enforcement procedures set forth herein. Section 12.05. Remedies Cumulative. Each remedy set forth in this Declaration shall be in addition to all remedies whether available at law or in equity and all such remedies, whether or not set forth in this Declaration, shall be cumulative and not exclusive. Section 12.06. Limitations. During the Development Period, the Association may not use its resources nor take a public position in opposition to the general Development Plan or to changes thereto proposed by the City. Section 12.07. No Personal Liability. No member of the Association, officer of the Association, member of the DRC, member of any committee of the Association, whether such committee is specifically described in this Declaration or hereafter created by the Association, the IDA or the City shall be personally liable to any Owner, Member, Tenant or to any other party for any damage, loss or prejudice suffered or claimed on account of any act, (including any oral representation regarding any aspect of a Parcel whatsoever), omission, error, failure to act, or negligence of any such Association Member, officer or committee member of the Association, the IDA, the City, or any Member of the DRC or any realtor representing the City and 1 or the IDA in the sale of a Parcel and, further, neither the DRC nor any member thereof shall be liable to the Association, any Owner or to any other party for any damage, loss or prejudice suffered by or claimed on account of (a) the approval or disapproval of any plans, drawings or specifications, whether or not defective, (b) the construction or performance of any work upon the Property, (c) the execution and filing of any estoppel certificate, whether or not the facts therein are correct, or (d) any other act, action or conduct of such committee. Such limitation of liability shall apply in all cases, provided that such person has, on the basis of such information as may be possessed by hint, acted in good faith, without willful or intentional misconduct. 25 WA 3365266.1 CO 0 N CO CT Section 12.08. Assignability. (a) The Association shall be empowered to assign its rights, or any part thereof, to any successor public body, authority, agency, district or not -for -profit corporation (hereinafter referred to as the "Successor Entity'), subject to the prior written approval of the City and / or IDA, and upon such assignment the Successor Entity shall have those rights and be subject to those duties assigned thereby and shall be deemed to have agreed to be bound by the appropriate provisions hereof to the same extant as if the Successor Entity had been an original party to the Declaration. Any such assignment shall be accepted by the Successor Entity under a written agreetnent pursuant to which the Successor Entity expressly assumes the duties and obligations thereby assigned. (b) If for any reason the Association shall cease to exist without having first assigned its rights hereunder to a Successor Entity, the covenants, restrictions, easements, charges and liens imposed hereunder shall nevertheless continue and any Owner may petition a court of competent jurisdiction to have a trustee appointed for the purpose of organizing a not -for -profit corporation and assigning the rights hereunder with the same force and effect, and subject to the same conditions, as provided in this Section 13.08 with respect to an assignment and delegation to a Successor Entity. (c) Any assignment or delegation of rights shall be approved by three -fourths (3/4) of the Members voting in person or by proxy at an Association meeting at which a quorum is present or voting in a referendum called for such purpose after proper notice is given. (d) The IDA and / or the City may, at its option, assign any or all or its rights under this Declaration. Section 12.09. Readings. The headings of the Articles and Sections hereof are for convenience only and shall not affect the meaning or interpretation of the contents of this Declaration. Sa ion 12.10. Gender. Throughout this Declaration, the masculine gender shall be deemed to include the feminine and neuter, and the singular, the plural, and via versa. Section 12.11. Effect of Violation of Declaration on Mortgage. No violation of this Declaration shall defeat or render invalid the lien of any mortgage made in good faith and for value upon any portion of the Property; provided, however, that any mortgagee in possession or any purchaser at any foreclosure sale or any person in a similar position shall be bound and subject to this Declaration as fully as any other Owner of any portion of the Property. Section 12.12. Delivery of Notka and Docnweats. (a) Any written notice or other document addressed to the Association, the DRC, the IDA or the City relating to or required or permitted by the Declaration may be delivered either personally or by ratified or registered mail, return receipt requested. If 26 WA 3363261.1 98Z09dt81 Ile by certified or registered mail, it shall be deemed to have been given, delivered and received three business days after deposit with the United States Postal Service. (b) Any written notice or other document relating to or required or permitted by the Declaration may be delivered to an Owner or Member either personally or by mail unless other requirements arc specifically made in any provision hereof. If by mail, it shall be deemed to have been given, delivered and received seventy4wo (72) hours after m,_ a copy of same has been deposited in the United States ail, postage prepaid, addressed to such Owner or Member to the address last firrnished by such Owner or Member to the pp Association. Each Owner or Member shall file his correct mailing address with the —t Association, and shall promptly notify the Association in writing of any subsequent 2-3 change of address. Any notice given or required to be sent pursuant to this Section O 13.13(b) shall be deemed to have been properly given, unless other requirements are specifically made in any provision hereof, when mailed, postage prepaid, to the last known address of the person to whom notice is to be given. Section 12.13. Load Laws Not Superseded. This Declaration shall not be construed as permitting any action prohibited by applicable zoning laws, or by the laws, rules or regulations of any governmental body, or by any deed or lease. In the event of any conflict, the most restrictive provision of such laws, rules, regulations, deeds, leases or this Declaration shall govem and control. City of Riverside, Missouri Kathleen L. Rose, Mayor Attest: Robin Littrell; City Clerk The Industrial Development Authority of the City of Riverisde, Missouri Riverside Horizons, LLC By: Riverside Horizons, LLC By: Nathaniel Hagedorn, Manager 27 WA 3318792.5 STATE OF MISSOURI ) ss. COUNTY OF PLATTE ) On this 17th day of February, 2012 before me personally appeared Kathleen L. Rose to me personally known, who being by me duly sworn did say that she is Mayor of the City of Riverside, and that said instrument was signed in behalf of said City and she acknowledged to me that she executed the same as the free act and deed of said City. In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. Sarah Wagner NOTARY PUBLIC My Commission Expires: November 13, 2015 28 WA 3311792.5 STATE OF MISSOURI ) ) ss. COUNTY OF PLATTE ) On this 17th day of February 2012 before me personally appeared Pamela J. Darata to me personally known, who being me duly sworn did say that she is President of the Industrial Development Authority of the City of Riverside, Missouri and that said instrument was co— signed in behalf of said the Industrial Development Authority of the City of Riverside, Missouri and she acknowledged to me that she executed the same as the free act and deed of said the Industrial Development Authority of the City of Riverside, Missouri. In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. Sarah Wagner NOTARY PUBLIC My Commission Expires: November 13, 2015 29 WA 33167923 STATE OF Missouri ) ) ss. COUNTY OF Platte ) On this 17th day of February, 2012, before me, a Notary Public, personally appeared Nathaniel Hagedorn, Manager of verside Horizons, LLC, known to me to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed as Manager of Riverside Horizons, LLC, and that the execution thereof was authorized by the board of directors of said corporation and acknowledged execution of the foregoing instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Sarah Wagner Notary Public My commission expires: November 13, 2015 29 WA 33111923 EXHIBIT A Legal Description All that part of Tracts 45, 46 and 87, all that part of Tracts 79 and 80 of Special Warranty Deed as Filed in Book 1103 at Page 314, and a One Acre tract of land as condemned in Circuit Court Case 08AE-CV02339, all lying in the South half of Section 5 and the North half of Fractional Section 8, Township 50 North, Range 33 West of the Fifth Principal Meridian, in the City of Riverside, Platte County, Missouri, described as follows: COMMENCING at the Northeast corner of the Northeast Quarter of Fractional Section 8, Township 50 North, Range 33 West; thence North 88 degrees 48 minutes 08 seconds West along the North line of the Northeast Quarter of said Fractional Section 8 a distance of 1177.60 feet to a point on the West right of way line of Interstate Highway 635 as established in Book 317 at Page 605, the POINT OF BEGINNING; thence South 13 degrees 47 minutes 52 seconds West along the West right of way of Interstate Highway 635 as established in Book 317 at Page 605 a distance of 977.72 feet to a point; thence South 14 degrees 30 minutes 44 seconds West along the West right of way of Interstate Highway 635 as established in Book 317 at Page 605 a distance of 147.14 feet to the point of intersection of the West right of way line of Interstate Highway 635 and the North line of the Levee right of way ownership as established in Book 957 at Page 142; thence South 72 degrees 10 minutes 16 seconds West along the North line of the Levee right of way ownership as established in Book 957 at Page 142 a distance of 1243.68 feet to a point; thence South 73 degrees 15 minutes 38 seconds West along the North line of the Levee right of way ownership as established in Book 957 at Page 142 a distance of 155.88 feet to the Northwest corner thereof; thence South 0 degrees 10 minutes 28 seconds West along the West line of the Levee right of way ownership as established in Book 957 at Page 142 a distance of 609.40 feet to the point of intersection of the West line of the Levee right of way ownership as established in Book 957 at Page 142 and the North right of way line of Interstate Highway 635 as established in Book 1074 at Page 915; thence South 88 degrees 04 minutes 23 seconds West along the North right of way line of' Interstate Highway 635 as established in Book 1074 at Page 915 a distance of 1324.21 feet to a point; thence North 80 degrees 42 minutes 25 seconds West along the North right of way line of Interstate Highway 635 as established in Book 1074 at Page 915 a distance of 873.99 feet to the point of intersection of the North right of way line of Interstate Highway 635 as established in Book 1074 at Page 915 and the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 117.35 feet to a point; thence in a Northeasterly direction along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 and along a curve to the right, having a radius of 1060.00 feet, through a central angle of 15 degrees 35 minutes 39 seconds, an arc distance of 288.50 feet to a point; thence North 15 degrees 59 minutes 49 seconds East along the East right of way line of Van De Populiere Road as established in Book 1 111 at Page 854 a distance of 200.00 feet to a point; thence in a Northeasterly direction along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 and along a curve to the left, having a radius of 1500.00 feet, through a central angle of 15 degrees 35 minutes 39 seconds, an arc distance of 408.25 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 228.24 feet to a point; 30 WA 33111792.5 99209dL8 I I X8 thence South 89 degrees 35 minutes 50 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 110.00 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 195.00 feet to a point; thence North 89 degrees 35 minutes 50 seconds West along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 120.00 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 1160.00 feet to a point; thence North 10 degrees 54 minutes 26 seconds West along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 101.98 feet to a point; thence North 0 degrees 24 minutes 10 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 625.00 feet to a point; thence North 13 degrees 47 minutes 07 seconds East along the East right of way line of Van De Populiere Road as established in Book 1111 at Page 854 a distance of 750.86 feet to a point on the South right of way line of the Chicago, Burlington and Quincy Railroad; thence South 65 degrees 23 minutes 32 seconds East along the South right of way line of the Chicago, Burlington and Quincy Railroad a distance of 859.90 feet to a point; thence in a Southeasterly direction along the South right of way line of the Chicago, Burlington and Quincy Railroad and along a curve to the left, having a radius of 11,509.22 feet, through a central angle of 3 degrees 40 minutes 00 seconds, an arc distance of 736.54 feet to a point; thence South 69 degrees 03 minutes 32 seconds East along the South right of way line of the Chicago, Burlington and Quincy Railroad a distance of 2294.59 feet to a point on the West right of way of Interstate Highway 635 as established in Book 317 at Page 605; thence South 13 degrees 47 minutes 52 seconds West along the West right of way of Interstate Highway 635 as established in Book 317 at Page 605 a distance of 557.15 feet to the POINT OF BEGINNING and containing 11,033,013 Square Feet or 253.283 Acres, more or less. 31 WA 33137923 Final Plat of Riverside Horizons East First Plat Legal descriptions and blank signature lines Final Plat of Riverside Horizons East First Plat Map showing plat boundaries and property boundaries Final Plat of Riverside Horizons East First Plat Map showing plat boundaries and property boundaries Exhibit C DRC Guidelines Section 1. Maintenance Required by Owner. (a) Each Owner shall keep its Parcel (including Easement Areas, if any), and all improvements therein or thereon, in good order and repair in accordance with the site plan approved by the DRC, including, but not by way of limitation, the seeding, watering and mowing of all lawns, the pnuring and cutting of all trees and shnlbbery and the painting (or other appropriate external care) of all buildings and other improvements, all in a manner and with such frequency as is consistent with safety and good property management. Each Parcel shall have an underground watering system for the watering of all landscaping. There is reserved to the Association, its agents, successors, designees or assigns a "maintenance easement" on Property lying between the foundation of any Structure on any Parcel and the property line of said Parcel to permit the Association, itsagents, successors or assigns, at its election, to maintain said Property at any reasonable hour. The Association shall have the right, after written notice to the Owner of the affected Parcel as hereinafter provided, to remove trash or rubbish and to cut grass, weeds and vegetation and to trim or prune any hedge or other planting that, in the opinion of the Association, by reason of its location or height or the manner in which it is permitted to grow, is detrimental to adjoining Property or is unattractive in appearance. The Association shall further have the right to care for vacant and unimproved Property and to remove grass, weeds and rubbish therefrom and to do any and all things necessary or desirable in the opinion of the Association to keep such Property in neat and good order, all at the cost and expense of the (Tuner. Such cost and expenses incurred by the Association shall be paid to the Association upon demand and, if not paid within ten (10) days thereof, shall become a lien upon the Property affected, equal in priority to the liens provided for in Article IV hereof. (b) The Association shall give fifteen (15) days' written notice to the Owner in violation of this Restriction, setting forth the specific violation or breach and the action required to be taken by the Owner to remedy such violation or breach; if, at the end of such time, reasonable steps to accomplish such action have not been taken by the Owner, the Association may pursue its rights as set out above and shall have such other remedies at law or in equity as may then exist or as provided in Article XII hereof. Section 2. Land Use and Banding Type. Each of the Parcels shall be used solely for commercial, office, retail, industrial hotel recreational and civic purposes. No building shall be erected, altered, placed or permitted to remain an any Parcel unless it is an approved Structure by the DRC and no previously approved Structure by the DRC shall be used for any purpose other than that for which it was originally approved. The Developer and the City reserve the right to restrict certain uses to certain portions of the Development. Section 3. Landscape Restrictions. All open areas on any lot not used for storage, parking, access roads and loading areas shall be suitably graded and drained and shall be seeded and maintained in grass and shall be further landscaped with trees and shrubs so as to provide a park-like setting for the buildings and to screen parking and road areas. Landscaped areas shall 33 WA 3365261.1 be properly maintained in a sightly and well -kept condition including such replanting and replacement as is, from time to time required. No tree or shrubbery shall be maintained in such manner as to obstruct the view of vehicular traffic. The DRC may adopt and promulgate rules and regulations regarding the removal of trees, landscaping or fence requirements between co streets and parking areas or buildings, requirements of planting trees, preservation of trees other natural resources and wildlife to protect and encourage the preservation of the ecological balance of the Property. Each Parcel must be sodded with approved grasses, except in areas to be left in a natural state upon approval of the DRC and as shown on the site plan for the Parcel. Section 4. Building Locations. No building or other Structure shall be located on or built on any Parcel nearer to the front Parcel line or nearer to the side street right-of-way line than the minimum set back line shown on the Plat. Section 5. Outside Storage and Equipment. No materials, equipment, supplies or products shall be stored or permitted to remain on a Parcel outside a permanent structure without the prior written approval of the Association. Outdoor storage shall be permitted only where such storage is screened from view by a wall or other appropriate screen at least six feet in height (with no stored material to extend above such wall or screen) and is confined to locations approved by the Association. The provisions hereof shall apply also to the bulk storage of all liquids, including fuel oil and petroleum products, and air conditioning equipment. Section 6. Parking. Employee, customer, owner or tenant parking will not be permitted on private streets or publicly dedicated streets in the Property, and it will be the responsibility of the Owners, their successors or assigns, to provide such parking facilities on their respective Parcels. The parking areas and drives for a Parcel or Lot shall be located as shown on the Site Plan approved by the DRC, and such locations cannot be moved or altered without approved by DRC in accordance with Article Vil hereof. All parking areas and drives shall be properly maintained by the Owner in a sightly and well -kept condition. The Association may in its discretion further prohibit parking where the same constitutes a hazard or increases congestion or inconvenience. Section 7. Off -Street Loading. No loading docks may be on any street frontage unless approved by the Association. Provision for handling all freight shall be on those sides of any building which do not face on any street or proposed streets unless otherwise approved by the Association. Loading docks and doors shall be screened by fences, walls or other appropriate plantings as approved by the DRC. Section 8. Uncompleted Structures. Commence:neat of construction of a Structure shall not commence until the DRC has approved the final plans and specification for such Structure. No Structure shall be permitted to stand with its exterior in an unfinished condition for a period longer than twelve (12) months after commencement of construction. Extensions for periods beyond twelve (12) months may be granted by the DRC in its sole discretion. In the event of fire, windstorm or other damage, no Structure shall be permitted to remain in a damaged condition for more than three (3) months. No Structure shall be occupied until completed according to the plans and specifications approved by the DRC. 34 WA 3363268.1 Section 9. Structures. No Structure detached from the main building Structure on a Parcel may be erected on any part of any Parcel without the consent of the DRC. Secdon 10. Fences. No fences or walls shall be placed on any Parcel without permission of the DRC and no approved fence or wall shall be erected or maintained in such a manner as to obstruct the view of vehicular traffic. No wire or chain link fence shall be erected on any Parcel. Section 11. Placement of Signs on Property. No sign, billboard or other advertising device of any nature shall be placed upon any Parcel, including property identification signs, except by the City and except as provided herein and as are approved by the DRC. The DRC may adopt and promulgate rules and regulations relating to signs which may be used within the Property. If approved by the DRC as to color, location, nature, content, size and other characteristics, signs and other advertising devices may be erected and maintained upon any portion of a Parcel. Nothing herein shall be deemed to allow any signage not approved by the City. Section 12. Disposition of Trash and Other Debris. No Parcel shall be used or maintained as a dumping ground for rubbish. No lumber, metals, bulk materials, retiree or trash shall be kept, stored or allowed to accumulate on any Parcel, except building materials during the course of construction, for any approved Structure, unless such materials are screened from view in a manner approved by the DRC. During the course of construction, it shall be the responsibility of each Owner to insure that construction sites are kept free of unsightly accumulations of rubbish and scrap materials, and that construction materials, trailers, shacks and the like are kept in a neat and orderly manner. No burning of any trash, leaves, grass or weeds and no accumulation or storage of litter of any kind shall be permitted on any Parcel. Trash receptacles and containers shall be stored and screened in such a manner that they cannot be seen from adjacent and surrounding property. All such receptacles and containers shall be kept in a clean and sanitary condition. The DRC may adopt and promulgate reasonable rules and regulations relating to the manner of storage of trash receptacles and containers on the Property. Section 13. Nuisances. No Owner may permit or allow any noxious or offensive activity to be carried on upon any portion of its Property, nor shall anything be done thereon that may be or become a nuisance or annoyance to any other Owners. No exterior lighting shall be directed outside the boundaries of any Parcel but shall be directed so as to avoid glare and excessive light spillage onto abutting or adjacent Property or Parcels. Exterior lighting shall consist of concealed sources of illumination and shall maintain lighting levels consistent with the recognized standards of the lighting industry for uses permitted hereby. Exterior lighting shall be from white sources only. Upon notice from the Association that an exterior light is objectionable, such Owner shall immediately shield such light in such a manner so that in the opinion of the DRC such light is no longer objectionable. If shielding cannot be accomplished to the satisfaction of the Association or the light continues to be objectionable, the Association may require that such light be removed or replaced with a light that is not objectionable. Section 14. Antennas, Poles and Projections. No facilities, including poles and wires for the transmission of electricity, telephone messages, CATV signals and the like shall be 35 WA 3365268.1 placed or maintained above the surface of the ground or on top of any Structure on any Parcel, and no external or outside antennas or satellite dishes shall be permitted on any Parcel or ER Structures, unless approved by the DRC. No solar collectors of any kind or type shall be maintained except with the permission of the DRC. No flag poles, poles, or standards shall be -- erected or maintained except with the prior written permission of the DRC. CO Section 1S. Drainage. Drainage from a Parcel directly on to an adjoining Parcel as a A' result of any construction activity or any change to the grade of any Parcel shall be prohibited N and each Owner shall be required to maintain the Parcel, to provide for storm drainage, and to en construct and maintain the gutters and downspouts on any approved Structure to control such at drainage. The final grading on each Parcel shall not cause any adverse change (as detertninrd solely by the DRC) to the natural grade of such Parcel. Section 16. Mining and Drilling. Unless permitted by the DRC, no Parcel or portion thereof shall be used for any mining, boring, quarrying, drilling, removal of, or any other exploitation of subsurface natural resources. Unless permitted by the DRC, No oil drilling, oil development operation, oil refuting, quarrying or mining operations of' any kind shall be permitted upon any Parcel, nor shall oil wells, tanks, tumtels, mineral excavations or shafts be permitted upon any Parcel. Unless permitted by the DRC, no derrick or other Structure designed for use in boring oft or natural gas shall be erected, maintained or permitted upon any Parcel. The City and / or IDA shall have the option to reserve mineral rights to itself when conveying a Lot or Parcel. Unless permitted by the DRC, no underground or above ground petroleum product storage tank may be located on a Lot or Parcel. Section 17. Placement of Pipelines. No water pipe, gas pipe, sewer pipe or drainage pipe shall be installed or maintained on any Parcel above the surface of the ground other than as may be approved by the DRC, except at the point of connection of such pipe to a Structure. Section IS. Laws and Ordinances. Each Owner shall promptly comply with all laws and statutes, ordinances, rules and regulations of federal, state or municipal governments or authorities applicable to use, occupancy, construction and maintenance of improvements upon any Parcel. 36 WA 3165261.1 BYLAWS OF HORIZONS BUSINESS PARK ASSOCIATION, INC. Dated as of May 3, 2016 ARTICLE 1 NAME The name of this corporation is the HORIZONS BUSINESS PARK ASSOCIATION, INC. (the "Association") organized under "The Missouri Nonprofit Corporation Act." ARTICLE 2 DEFINITIONS The terms defined in the Declaration are incorporated herein this Article 2. For convenience and ease of reference, the definition of certain terms in the Declaration are set forth in this Article 2, provided, however, that in the event any definition of a term contained within the Declaration conflicts with a definition contained in these Bylaws, the definition contained in the Declarations shall govern the definition of the term in these Bylaws. The following terms, when used in these Bylaws or in any amendment thereto shall have the following meanings (except as otherwise expressly provided or unless the context otherwise requires): (a) "Act" shall mean and refer to The Missouri Nonprofit Corporation Act, Chapter 355 of the Revised Statutes of Missouri, as from time to time amended. (b) "Articles" mean and refer to the Articles of Incorporation of the Association, as from time to time amended. (c) "Assessments" shall have the meaning specified in Subsection 10.2 hereof, and shall include Annual Assessments and Special Assessments as such terms are defined in Article 10 thereof. (d) "Association" shall mean and refer to the Horizons Business Park Association, Inc., a not -for -profit Missouri corporation, or any successor thereof, charged with the duties and obligations set forth in the Declaration. (e) "City" shall mean and refer to the City of Riverside, Missouri. (f) "Common Property" shall mean and refer to the improved or unimproved real property in which the Association, the IDA and/or the City owns an interest as designated for the common use and enjoyment of the Owners and/or the public at large, as such areas may be depicted on the Plat. Such interest or interests may include, without limitation, estates in fee, easements, leaseholds or licenses. (g) "DRC" shall mean and refer to the Design Review Committee which shall have the duties and functions specified in Article 9 hereof. (h) "Declaration" shall mean and refer to the that certain Declaration of Covenants, Restrictions, Easements, Charges, Assessments and Liens for Horizons Business Park / Planned Development District, dated February 13, 2012, and recorded with the Platte County, Missouri OP 1095984.2 Recorder of Deeds as Instrument Number 2012003468 in Book 1187 at Page 286, on March 9, 2012, as the same may from time to time be supplemented or amended in the manner prescribed therein. (i) "Developer" shall mean and refer to Riverside Horizons, LLC, a Missouri limited liability company, and its successors and assigns. (j) "Development Guidelines" shall mean and refer to the rules, regulations and policy statements adopted, promulgated, revised and amended by the City and enforced by the DRC pursuant to Article 9 of these Bylaws. (k) "Development Period" shall mean and refer to the period of time commencing upon the execution date hereof, and terminating upon the sale of the last Parcel from the City and/or IDA to an Owner. (l) "Development Plan" shall mean and refer to the IDA and the City's plans for the development of the Horizons Business Park which, as of the date of the Declaration, contemplate commercial, office, retail, industrial and related uses and which plans may from time to time be amended, expanded, changed, abandoned or implemented and include the Plat, and each and every plat, and all amendments thereto, which may be filed with respect to any portion of the land within the Development Plan. The Development Plan is currently described in the MDA and City Ordinance 1087, effective November 1, 2011. (m) "Easement Area" shall mean that real property or portion of real property described within an easement on the Plat, plats or maps filed or to be •— filed for record in accordance with Development Plan, and from time to time by recorded instrument, reserved for the easement purposes set forth in such instruments and as generally described in Article 7 hereof and including without limitation: access easement areas, public access areas, drainage areas, trails and sidewalks (n) "IDA" shall mean and refer to The Industrial Development Authority of the City of Riverside, Missouri. (o) "MDA" shall mean Master Development Agreement dated May 10, 2011, between the City and the Developer, as amended. (p) "Member" shall mean and refer to every person or entity holding membership in the Association, as set forth in Article 3 of the Declaration and Article 5 of these Bylaws. (q) "Owner" shall mean and refer to any person or entity holding record title to the fee interest of any Parcel. "Owner" shall not include a person having an interest merely as security for the performance of an obligation. (r) "Parcel" shall mean and refer to any subdivided Lot on the Plat and any other parcel of land, shown on the Plat or plats of any part of the Property, or any other lot or parcel of land constituting part of the Property described in a deed from the City andior IDA or any subsequent Owner, which deed has been recorded in the Recorder of Deeds Office of Platte County, Missouri, together with all permanent structural improvements thereon. Notwithstanding the foregoing, Parcel shall not include any Cornmon Property. 2 OP 1095984.2 (s) "Plat" shall mean and refer to the subdivision plat or plats covering the Property and recorded from time to time in the office of Recorder of Deeds for Platte County, Missouri, together with all other plats thereafter recorded in respect of the Property. (t) "Property" shall mean and refer to that certain real property described more particularly in Exhibit "A" attached to and depicted in Exhibit'B" to the Declaration. Property shall also include such additional property as the IDA, the City and/or the Developer or its successors and assigns shall add to the definition of Property for purposes of including such property within the scope of the Declaration. The IDA, the City and/or the Developer or its successor or assign may add property to the definition of Property for purposes of including such property within the scope of the Declaration so long as such property is otherwise subject to the MDA. (u) "Right of Action" shall have the meaning specified in Article 15 hereof. (v) "Tenant" shall mean any person or entity who occupies a building of an Owner as the named "lessee" under a written lease from an Owner. (w) Structure" shall mean and refer to: anything or object, trees and landscaping, the placement, size, shape, color, height and quality of which upon any Parcel may affect, in the opinion of the DRC, the appearance of such Lot, including by way of illustration and not limitation, any building or part thereof, garage, curbing, paving, wall, fence, hedge, sign, appurtenance, or any temporary or permanent improvement to such Parcel. ARTICLE 3 OFFICES 3.1. Registered Office. The Association shall have and continuously maintain in the State of Missouri a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Missouri as the Association Board may from time to time determine. 3.2. Principal Office. The principal office of the Association shall be in Riverside, Missouri, or such other location as the Association Board may designate from time to time, but meetings of the Members and Directors may be held at such places within Clay or Platte, County, Missouri, as may be designated from time to time by the Association Board. ARTICLE 4 POWERS 4.1. Powers. The Association shall have and exercise all powers as are now or may hereafter be granted by the Act, the Articles, the Declaration and these Bylaws. 4.2. The powers of the Association shall be vested in, exercised by, and under the authority of the Members, and the affairs of the Association shall be governed in accordance with the Declaration, the Association's Articles of Incorporation and these By -Laws. 4.3. The Association is authorized to do and perform any and all acts which may be necessary or proper for or incidental to the exercise of any of the express powers (but not intended as affirmative obligations unless so stated) of the Association, including by way of illustration and not obligation, unless so stated, or limited: 3 OP 1095984.2 (a) Assessments. The Association may levy Assessments on the Owners and enforce payment of such assessments, all in accordance with the provisions of Article 10 of these Bylaws and Article 4 of the Declaration. (b) Right of Enforcement. The Association shall have the power and authority from time to time in its own name, on its own behalf or on behalf of any Owner or Owners who consent thereto, to commence and maintain actions and suits to restrain and enjoin any breach or threatened breach of the Declaration and to enforce, by mandatory or prohibitive injunction or otherwise, all of the provisions hereof or to pursue its Right of Action as provided in Article 12 of the Declaration thereof. (c) Common Property. The Association may, subject to prior written approval by the City which may be withheld by the City in the City's sole discretion, plan, design, improve and construct on, the Common Property, including the Easement Areas, with, by way of example and not limitation or affirmative obligation, parks and other open space, trees, flowers, other landscaping, fountains, benches, shelters, public sculpture, pedestrian pathways, ornamental walls, lighting systems for such pathways, bridges or underpasses for such pathways, private roadways, driveways, sidewalks and other facilities deemed necessary or desirable by the Association Board (collectively, the "Common Property Improvements" which may be referred to herein with the Common Property as the Common Property). The Association shall maintain, repair and replace the Common Property and the Common Property Improvements, provide adequate comprehensive insurance for the Common Property owned by the Association and provide adequate liability insurance for any maintenance activities performed or caused to be performed by the Association on the Common Property. (d) Insurance. The Association shall obtain and keep in force such policies of insurance and surety bonds, as are necessary to adequately insure and protect the Common Property and the operations thereon and of the Association and as deemed by the Association Board to be necessary and appropriate, provided that such insurance must include adequate comprehensive insurance for the Common Property owned by the Association and adequate liability insurance for any maintenance activities performed or caused to be performed by the Association on the Common Property. (e) Management of Improvements. The Association shall manage and control for its Members all improvements within public right of ways and on the Common Property, provided that such management and control of said improvements shall at all times be subject to the rights of the City, Platte County and the State of Missouri. (t) Landscape Maintenance. The Association shall, subject to the approval of the City, care for, spray, trim, protect, provide irrigation for, and replant, trees on all streets, and on islands located therein, and on the Conunon Property; and shall care for, irrigate, protect and replant shrubbery, re -sow grass and replace sod in the Common Property. (g) Maintenance of Vacant Property. The Association may mow, care for, maintain and remove rubbish from vacant or unimproved Property (except those Parcels on which construction has commenced), and do any other things necessary or desirable in the judgment of the Association to keep any vacant and unimproved Property and the parking areas in front of any Property neat in appearance and in good order. Nothing herein shall exempt the Owner of the vacant Parcel from the maintenance obligations imposed by this Declaration. The amount necessarily and actually expended for such maintenance shall he a Special Assessment upon the 4 OP 1095984.2 Parcel of said Owner, shall be a lien upon the tract of said Owner and shall be enforceable as other Assessments under these Bylaws and Article 4 of the Declaration. (h) Street Lighting. The Association shall, subject to the approval of the City and after first obtaining any required permits, provide such lights as the Association may deem advisable on streets and sidewalks, gateways, entrances, or other features, and on other Common Property or public property subject to the prior written approval of the DRC. (i) Snow Removal and Street Cleaning. To the extent not provided for by the City, the Association may provide for the removal of snow from sidewalks and streets and the cleaning of streets, gutters, catch basins, sidewalks and pedestrian ways, and for repair and maintenance of sewers, storm sewers and appurtenant drainage facilities. The Association may also provide for snow removal from the Lots and Parcels and may bill the Owners for such service. (j) Signs. The Association may erect and maintain signs after such signs are approved in writing by the DRC and the City, as applicable. The Association may locate such signs in accordance with the Horizons "PD" Regulations adopted on November 1, 2011, as amended and reserve to itself an easement for access to and maintenance of such sign. (k) Security Protection. The Association may employ duly qualified officers for the purpose of providing such security protection as the Association Board may deem necessary or desirable in addition to the protection rendered by public authorities. (1) Acquisition of Real Estate. The Association may acquire and own interests in such real estate as may be reasonably necessary to carry out the purpose of the Association, pay taxes on real estate and facilities owned by it and pay such taxes as may be assessed against the Common Property, if any. Consistent with the foregoing, the Association is authorized to exercise all powers which a corporation organized under the Not-For-Profit Corporation Law of Missouri may exercise. ARTICLE 5 MEMBERSHIP IN THE ASSOCIATION 5.1. Control of the Association. Pursuant to the Declaration, and notwithstanding anything in the Articles, Bylaws, Declaration or elsewhere seemingly to the contrary, the City and/or the IDA shall have absolute and exclusive control over the Association, including appointment and removal of the members of the Association Board and any and all officers of the Association, until eighty percent (80%) of the Parcels in the Development Plan (as it exists from time to time) have been sold to Owners. Until such time, only the City and/or the IDA shall be entitled to exercise any and all powers of the Association. The City andlor the IDA's exercise of control over the Association pursuant to the Articles, this Article 5 of these Bylaws or Article 3 of the Declaration, shall in no way obviate any Owner's obligations under the Declaration, including without limitation payment of any Assessments. 5.2. Membership and Voting Rights. (a) Each Owner, notwithstanding the size of the Parcel owned, shall be entitled to one (1) Association membership vote so long as the Owner remains an individual who holds the Association Membership. Each Owner of the Association shall be entitled to one (I) vote for each Parcel owned. The Member must be an individual who, is either an Owner or their 5 OP 1095984.2 designee, or if the Owner is or includes another individual, the Member may be an individual who is a partner if the Owner is or includes a partnership, or an officer of a corporation if the Owner is or includes a corporation, or a beneficiary of a trust if the Owner is or includes a trust, or an Owner of an entity if the Owner is or includes a person other than an individual, a partnership, a corporation or a trust. Anything in this subsection to the contrary notwithstanding, where a Parcel is owned of record in any manner of joint or common ownership, the joint or common Owners thereof shall share among them the rights (including voting rights) given to an Owner pursuant to this Declaration, which they shall be entitled to exercise as a whole, but not in part, in whatever manner they shall jointly determine. With respect to voting rights in particular, joint or cotmnon ownership of a Parcel shall entitle the Owners thereof to a total of one (1) vote, to be exercised in whatever manner they shall jointly determine. (b) Subject to the provisions of this Section 5.2, once a Member has been specified by an Owner, a successor Member may only be specified by such Owner upon at least fifteen days' prior notice to the President of the Association; provided, however, the foregoing shall not impair the provisions of Section 5.2(c). (c) A Membership shall not be transferred, pledged or alienated in any way, except as herein expressly provided. Subject to the provisions of Section 5.2(a), an Association Membership shall automatically be transferred to a new Owner upon the transfer of the Parcel to which it appertains (and then only to such transferee), whether by sale, intestate succession, testamentary disposition, foreclosure of a mortgage or other legal process transferring fee simple title to such Parcel. 5.3. Suspension of Membership and Rights of Enjoyment. The Association may suspend the voting rights of a Member who: (a) is subject to a Right of Action by reason of having failed to take reasonable steps to remedy a violation or breach of the Declaration within the number of days specified in a written notice given by the Association after such violation or breach; or (b) has allowed any Assessment levied by the Association pursuant to the Declaration to become delinquent; or (c) has violated any rules and regulations adopted by the Association governing the use and enjoyment of the Common Property or services thereon. Such suspension shall be for the balance of the period in which the conditions set forth in subsections (a) and (b) or (c) of this Section 5.3 exist. 5.4. 'termination of Membership. No Owner shall continue to be a Member after he ceases to hold a qualifying interest in any Parcel. No Member may avoid his obligations under the Declaration by declining to use Common Property, abandoning his Parcel, or by any other act of abandonment or renunciation. 5.5. Place of Meeting: Quorum. Meetings of the Members shall be held at such place as may be designated in any notice of a meeting. All meetings shall be conducted in accordance with the rules and provisions set forth in Roberts Rules of Order, as from time to time published. The Members holding a majority of the votes entitled to vote, present in person or represented by proxy shall constitute a quorum at a meeting of the Members. The vote of a majority of the votes entitled to be cast by the Members present or represented by proxy at a meeting at which a quorum is present, shall be necessary 6 OP 10959842 for the adoption of any matter voted upon by the voting Members, unless a greater proportion is required by the Act, the Articles, the Declaration or these Bylaws. 5.6. Annual Meetings. Annual meetings of the Members shall be held on the second Tuesday of April of each year at such time as may be designated in the notice of the meeting for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. 5.7. Special Meetings. Special meetings of the Members may be called at any time for the purpose of considering matters which, by the terms of the Declaration, require the approval of all or some of the Members or for any other reasonable purpose. Said meetings shall be called by the President of the Association, a majority of the Association Board or by Members holding at least twenty percent (20%) of the votes. 5.8. Notice of Membership Meetings. Written notice of any meeting of the Members shall be mailed or personally delivered (personal delivery shall include notification by fax and/or e-mail, if the Member consents to such method of notification by providing the Association with a fax number or e- mail address), giving Members not less than ten (10) nor more than sixty (60) days' notice of the time, place, and purpose of the meeting. 5.9. Proxies. At all annual and special meetings of the Members, a Member entitled to vote may vote in person or by proxy executed in writing by the Member. Each proxy shall be filed with the Secretary of the Association before or at the time of the meeting. Every proxy shall be revocable and shall automatically cease in the event the Member ceases to be an Owner. 5.10. Mail Ballots. In all matters to be brought before the Members for a vote, the vote may be taken by mail ballot in lieu of a formal meeting, provided that the ballots, and a description of the matter(s) to be voted on, are furnished to the Members entitled to vote at least thirty (30) days prior to the retum deadline for the mail ballots. The Secretary shall file a tabulation of the results of the mail ballots with the minutes of the meetings of the Members. ARTICLE 6 ASSOCIATION BOARD 6.1. Management. Except as provided in Section 4.1 and Article 5 of these Bylaws, all affairs of the Association shall be managed under the direction of the Association Board. The Association Board shall consist of not less than three (3) nor more than seven (7) persons. The first Association Board shall be comprised of five (5) members (each a "Director"). All of the five initial Directors shall be appointed by the City, and all shall serve an initial term of five (5) four (4), three (3), two (2) and one (1) years respectively, and, thereafter, until their successors are duly appointed and/or elected and qualified. After the expiration of the teens of the initial Directors, each Director shall serve for a term of five (5) year and, thereafter, until their successors are duly elected and qualified. After eighty percent (80%) of the Parcels in the Development Plan (as it exists from time to time) have been sold to Owners, upon the expiration of the term of the members of the Association Board, the Members shall elect the Directors in accordance with these Bylaws. The Association Board shall have all of the powers granted to it under the Act, the Articles, the Declaration, and these Bylaws. 6.2. Vacancies. Any Director to be elected by reason of an increase in the number of Directors shall be filled by election at the annual meeting or a special meeting of the Members called expressly for that purpose. Vacancies caused by any other cause may be filled by the affirmative vote of a majority of the remaining Directors, but less than a quorum of the Association Board: provided, 7 OP 1095984.2 however, that any vacancy caused by the removal or resignation of any Director appointed by the City as provided in Section 6.1 or 5.1, shall only be filled by the City. A Director elected to till a vacancy shall be elected for the unexpired term, and thereafter until their successors are duly appointed and/or elected and qualified, of his predecessor in office. 6.3. Removal. At a meeting of the Members called expressly for that purpose, any Director may be removed in the manner hereinafter provided. Any Director, or the entire Association Board, may be removed, either without cause, by a vote of the holders of a majority of the votes then entitled to be casts at an election of Directors; provided, however, that a Director elected by the City as provided in Section 6.1 or 5.1 may only be removed by the City. 6.4. Annual Meetings. The Association Board shall hold an annual meeting on the same day the annual meeting of the Members is held, promptly after the conclusion of such annual meeting of the Members. 6.5. Regular Meetings. Regular meetings of the Association Board shall be held at such time and place as shall be determined, from time to time, by a majority of the Directors. 6.6. Special Meetings. Special meetings of the Association Board may be called by the President or by any Director then serving. 6.7. Notice of Board Meetings. Notice of each meeting of the Association Board shall be mailed or personally delivered to each Director (personal delivery shall include notification by fax and/or e-mail, if the Director consents to such method of notification by providing the Association with a fax number or e-mail address) at least forty-eight (48) hours prior to the meeting, unless a written waiver of such notice is signed by the person or persons entitled to such notice before or at the time of the meeting. Attendance of a Director of any meeting shall constitute a waiver of notice except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. 6.8. Ouorum. A majority of the Directors serving from time to time shall constitute a quorum for the election of officers and for the transaction of business at any meeting of the Association Board. Except as otherwise expressly provided the Articles, the Declaration or these Bylaws, any action may be taken upon the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present. 6.9. Action Without A Meeting. Any action required to be taken at a meeting of the Association Board, or any committee, may be taken without a meeting, if a consent in writing setting forth the actions so taken shall be signed all of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as an unanimous vote. The consent may be executed by the Directors in counterparts. 6.10. Telephonic Meetings. Members of the Association Board or any committee appointed by the Association Board may participate in a meeting of the Association Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such meeting shall constitute presence in person at a meeting. 6.11. Compensation; Reimbursement For Expenses. No Director shall be compensated by the Association for services rendered to the Association as a Director. Upon the presentation of receipts or 8 OP 1095984.2 other appropriate documentation, a Director shall be reimbursed by the Association for reasonable out-of- pocket expenses incurred in the course of the performance of his or her duties as a Director. 6.12. Powers and Duties of the Association Board. Subject to Section 6.1, the Association Board shall have all of the powers and duties granted to it or imposed upon it by the Act, the Articles, the Declaration and these Bylaws, including, without limitation, the following powers and duties: (a) To engage the services of a manager or managing agent to assist the Association in performing and providing such services as the Association is required to provide under the Declaration; (b) To provide for the designation, hiring and removal of such employees, consultants, advisers and such other personnel, including attomeys and accountants, as the Association Board may, in its discretion, deem necessary or proper for the effective administration of the Association; (c) To provide for the promotion, enhancement and protection of the value, desirability and attractiveness of the Property, and in particular for the improvement and maintenance of the Common Areas and for the payment for services and facilities devoted to this purpose; (d) To fix, establish and levy Annual and Special Assessments as provided for in the Declaration; (e) To adopt Rules and Regulations for the Association; (t) To suspend the voting rights of a Member who allowed any Annual or Special Assessment levied by the Association to become delinquent during any period in which such Assessment has not been paid in full by the applicable due for such Assessment; (g) To delegate the exercise of its power to committees appointed pursuant to Section 7.1 of these Bylaws; and (h) To exercise for the Association all powers, duties and authority vested in or delegated to the Association as provided in the Articles, the Declaration or these Bylaws not otherwise specifically reserved to the Members. ARTICLE 7 OFFICERS 7.1. Officers. The officers of the Association shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such assistants to such officers as the Association Board may deem appropriate. All officers shall be elected at each annual meeting of the Association Board and shall hold office at the discretion of the Association Board. Officers may succeed themselves in office. Officers may, but need not be, Directors. 7.2. Vacancy of Office. Any officer may be removed at any meeting of the Association Board by the affirmative vote of the majority of the Directors in office, either with or without cause, and any vacancy in any office may he filled by the Association Board at any meeting thereof. 9 OP 1095984.2 7.3. Powers of Officers. The respective officers of the Association shall have such powers and duties as are from time to time prescribed by the Association Board and as are usually vested in such officers of a Missouri nonprofit corporation including, without limitation, the following: (a) The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Members and at all meetings of the Association Board and shall execute amendments to the Articles, the Declaration and these Bylaws, as provided for in the Act, the Articles, the Declaration and these Bylaws; (b) The Vice President shall, in the absence or the disability of the President, perform the duties and exercise the powers of such office and other duties assigned by the Association Board. If neither the President nor the Vice President is able to act, the Association Board shall appoint a Director to act in the capacity of President on an interim basis; (c) The Secretary shall keep minutes of all meetings of the Members and of the Association Board and shall have custody of the corporate seal of the Association and have charge of such other books, papers and documents as the Association Board may prescribe, and shall be responsible for giving and receiving all notices to be given to or by the Association under the Act, the Articles, the Declaration or these Bylaws; (d) The Treasurer shall be responsible for Association funds and securities and for keeping full and accurate accounts of all receipts and disbursements in the Association books of accounts kept for such purpose. The Treasurer shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Association Board. 7.4. Officers' Compensation; Reimbursement For Expenses. The officers shall receive no compensation for their services except as expressly provided by a resolution duly adopted by the Association Board. Upon the presentation of receipts or other appropriate documentation, an officer shall be reimbursed by the Association for reasonable out-of-pocket expenses incurred in the course of the performance of his or her duties as an officer. ARTICLE 8 COMMITTEES DESIGNATED BY BOARD 8.1. Board Committees. The Association Board, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent consistent with law and as provided in said resolution, shall have and exercise the authority of the Association Board in the management of the Association; but the designation of such committees and delegation thereto of authority shall not operate to relieve the Association Board, or any individual Director, of any responsibility imposed upon it, him or her by law. 8.2. Special Committees. Other committees not having and exercising the authority of the Association Board in the management of the Association may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. 8.3. Term. Each member ofa committee shall continue as such until the next annual meeting of the Association Board and until his or her successor is appointed, unless the committee shall be sooner terminated or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof. 10 OP 1095984.2 8.4. Chairman. One member of each committee shall be appointed chairman. 8.5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 8.6. Quorum. Unless otherwise provided in the resolution of the Association Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 8.7. Rules. Each committee may adopt rules for its own governance not inconsistent with the Declaration, these Bylaws or with rules adopted by the Association Board. ARTICLE 9 DESIGN REVIEW COMMITTEE ("DRC") 9.1. The purpose of the DRC is to assure that all proposed uses and any construction or alteration of any Structure which takes place on any Parcel or any other Property shall be performed in conformity with the objective of high quality design and development as set forth in the Development Plan. To carry out that purpose, the DRC shall have all of the rights, powers and duties conferred upon it pursuant to the provisions of this Article 9, including the right to approve any and all proposed uses, site plans and Structures to be constructed on the Property. The DRC shall also have the right to approve or disapprove any and all proposed external alterations or use changes for any Parcel or Common Property. The DRC will not do anything, however, which would prevent the Developer from fulfilling its obligations under the Development Plan. 9.2. Composition and Appointment. (a) During the Development Period, the DRC shall be comprised of five (5) members appointed by the City; thereafter, the DRC shall be comprised of five members; three (3) members appointed by the Association Board and two (2) members, appointed by the City; the members of the DRC need not be Members or Owners. (b) The rights, powers and privileges of the members of the DRC shall be fixed in these Bylaws. Members of the DRC may be appointed, replaced or removed in the manner and for the terms as provided in these Bylaws. 9.3. Officers, Subcommittees and Compensation. The members of the DRC shall appoint a Chairman and Secretary from among their number and may appoint from among their number such other officers and subeonunittees as they shall from time to time determine. The members of the DRC shall not receive any compensation for their services to the DRC or the Association. 9.4. Operations of the DRC. (a) The DRC shall adopt and promulgate and, as it deems appropriate, amend the Development Guidelines as provided in Section 9.5 hereof and will, as required, make findings, detenninations, rulings and orders with respect to the conformity with said Development Guidelines of plans and specifications to be submitted for approval to the DRC as provided in Section 9.6 hereof. As required, the DRC shall issue pemits, authorizations or approvals pursuant II OP 1095984.2 to the directions and authorizations contained herein. The initial Development Guidelines are attached as Exhibit C. (b) Any three (3) or more of the members of the DRC may be authorized by the DRC to exercise the full authority of the DRC with respect to the review of plans and specifications pursuant to the provisions of this Article and with respect to all other matters as may be specified by resolution of the DRC, except with respect to the adoption or promulgation of the Development Guidelines. The unanimous action of three (3) or more members of the DRC in issuing an approval based upon specified conditions or a modification of any plans and specifications submitted under the provisions of this Article, or in issuing an approval or disapproval of any permit or authorization, shall be final and binding upon the DRC, subject, however, to an appeal to the DRC as a whole. Any applicant for such approval, permit or authorization may, within thirty (30) days after receipt of notice of any decision which he deems to be unsatisfactory, file a written request to have the matter in question reviewed by the entire DRC. Upon filing of any such request, the matter with respect to which such request was filed shall be submitted to, and reviewed as soon as possible by, the entire DRC. Thereafter, the majority decision of all members of the DRC with respect to such matter shall be final and binding. 9.5. Development Guidelines. (a) As contemplated by and pursuant to the provisions of this Article 9, the DRC may adopt, promulgate, amend, revoke and enforce design and development guidelines, hereafter referred to as the Development Guidelines, for the purposes of: (i) governing the form and content of plans and specifications to be submitted for approval pursuant to the provisions of Section 9.6; (ii) governing the procedure for such submission of plans and specifications; and (iii) establishing policies, requirements, standards, restrictions and specifications with respect to the approval and disapproval of all proposed uses and with respect to construction or alteration of any Structure on any Parcel, Easement Area or Common Property owned by the Association. (b) The DRC shall make a published copy of its current Development Guidelines, readily available to Owners, which Guidelines shall include the Plan Submission Procedure, Site Planning and Landscape Standards, and Design Standards. 9.6. Submission of Plans and Specifications. No Structure shall be commenced, erected, placed. moved onto or permitted to remain on any Parcel, nor shall any existing Structure upon any Parcel be altered in any way which materially changes the exterior appearance thereof, nor shall any new use be commnenced, unless plans and specifications (including a description of any proposed new use) therefor shall have been submitted to and approved in writing by the DRC. Such plans and specifications subtitted to the DRC shall be in such form and shall contain such information as may be required by the DRC in the Development Guidelines promulgated by the DRC pursuant to Section 9.5 of this Declaration. No building or similar structure on any Parcel or Lot shall be constructed with exposed metal sides. 9.7. Approval of Plans and Specifications. Upon approval by the DRC of any plans and specifications submitted hereunder, a copy of such plans and specifications, as approved, shall be 12 OP 1095984.2 deposited as a pennanent record with the DRC and a copy of such plans and specifications bearing such approval in writing shall be returned to the applicant submitting the same. Approval of any plans and specifications for use in cotmection with any Parcel or Structure shall not be deemed a waiver of the DRC's right, in its discretion. to disapprove similar plans and specifications or any of the features or elements included therein if such plans, specifications, features or elements are subsequently submitted for use in connection with any other Parcel or Structure. Approval of any such plans and specifications relating to any Parcel or Structure, however, shall be final as to that Parcel and such approval may not be revoked or rescinded thereafter, provided that there has been adherence to, and compliance with, such plans and specifications, as approved, and any conditions attached to any such approval. The DRC, in its discretion, is pennitted to approve deviations from the Development Guidelines and from this Declaration when, in its judgment, such deviations will result in a more beneficial use or will otherwise promote the Development Plan. Such approval must be granted in writing and when the DRC approves and grants a deviation from this Declaration, such approved deviation shall for all purposes amend this Declaration but only to the limited extent of such specifically approved deviation. No approved deviation shall be deemed to act as a precedent in respect of any other requests for approvals of deviations. 9.8. Disapproval of Plans and Specifications. (a) The DRC shall have the right to disapprove any plans and specifications submitted hereunder as determined by the DRC in its sole judgment and discretion for failure of such plans or specifications to comply with this Declaration or the Development Guidelines, or for any other matter with respect to such submitted plans and specifications, whether or not such matters are included in the Development Guidelines, if such matters, in the sole judgment and discretion of the DRC, would conflict with the value and amenities of the Horizons Business Park/Planned Development District established in the Development Plan and as may be set forth in this Declaration or the Development Guidelines, or any other matter which, in the judgment of the DRC, would render a proposed Structure or use inharmonious with the standards for Horizons Business Park/Planned Development District as set forth in the Development Plan. (b) In any case in which the DRC shall disapprove any plans and specifications submitted hereunder, or shall approve the same only as modified or upon specified conditions, such disapproval or qualified approval shall be accompanied by a statement of the grounds upon which such action was based. In any such case the DRC shall, if requested, make reasonable efforts to assist and advise the applicant in order that an acceptable proposal may be prepared and submitted for approval. (c) The approval or disapproval of plans and specifications by the DRC shall not be construed as approval or disapproval of engineering decisions or of compliance of such plans and specifications with zoning and building ordinances nor with any such industry or governmental standards, rules, regulations and codes. It is the responsibility of each Owner to employ properly qualified and, as applicable, licensed professionals to design and construct its Structure. By approving or disapproving the plans and specifications neither the DRC nor any member thereof assumes any liability or responsibility therefor or for any defect in any Structure or part thereof constructed from such plans and specifications. 9.9. Failure to Act. In the event that the DRC shall fail to take action on any complete set of plans and specifications as herein provided within ninety (90) business days after receipt of "preliminary" plans and specifications or within ninety (90) business days after receipt of "final" plans and specifications, together with the fees authorized by Section 9.12 hereof, and such other requirements as called for by the Development Guidelines. the same shall be deemed to have been approved as submitted, 13 OP 1095084.2 and no further action by the DRC shall be required for the applicant to begin construction. Such approval shall be placed in writing on the plans and specifications and shall be returned to the applicant. 9.10. Inspection FtMhts. After reasonable notice and at any reasonable time or times, any agent of the Association or the DRC may enter upon any Parcel for the purpose of ascertaining whether the use or maintenance of such Parcel or the construction of any Structure thereon is in compliance with the provisions hereof. Neither the Association, nor the DRC, nor any agent thereof shall be deemed to have committed a trespass or other wrongful act solely by reason of such entry or inspection, provided such inspection is carried out in accordance with the terms of this Section. 9.11. Violations. If any Structure shall be erected, placed, maintained or altered upon any Parcel, or any new use commenced on any Parcel, otherwise than in accordance with the plans and specifications approved by the DRC pursuant to this Declaration, such erection, placement, maintenance or alteration shall be deemed to have been undertaken in violation of this Article and without the approval required herein. If in the opinion of the DRC, such violation shall have occurred, the DRC shall notify the Association Board. If the Association Board shall agree with the determination of the DRC with respect to the violation, then upon written notice of the violation to the Owner from the Association (which shall be deemed to have been delivered if sent by certified or registered mail, return receipt requested, postage paid), any such Structure so erected, placed, maintained or altered upon any Parcel in violation hereof shall be removed or altered, and any such use shall be terminated, so as to extinguish such violation. If the Owner of the Parcel upon which such violation exists shall not have taken reasonable steps toward the removal or termination of the same within the time Specified in such notice, the Association shall have the right to pursue its Right of Action as provided in Article 15 hereof together with all remedies whether at law or in equity and whether specified herein or in Article 15 hereof, and including but not limited to the remedy of injunctive relief and obtaining a monetary judgment for all costs, expenses, including reasonable attorneys' fees, and damages. 9.12. Fees. As a means of defraying its expenses, the DRC may charge and collect a reasonable and appropriate fee as established from time to time and published in the Development Guidelines. The fees shall be made payable to the Association and shall be payable at the time plans and specifications are submitted as a condition precedent for the review and approval of such plans and specifications. 9.13. City Approval. Nothing in this Article 9 shall replace or otherwise effect any of the City's independent approval or permitting procedures and requirements in accordance with City code and no Structure shall be commenced, erected, placed, moved onto or permitted to remain on any Parcel, nor shall any existing Structure upon any Parcel be altered in any way which materially changes the exterior appearance thereof', nor shall any new use be commenced, unless plans and specifications (including a description of any proposed new use) therefor shall have been submitted to and approved in writing by the City. ARTICLE 10 IMPOSITION OF ASSESSMENTS AND LIENS UPON PROPERTY 10.1. Covenants for Assessments and Creation of Liens. Each Owner, jointly and severally, for its successors and assigns, by acceptance of a deed or other conveyance for any Tract, whether or not the covenants contained herein shall be expressed in any such deed or other conveyance, hereby covenants and agrees that: 14 OP 1095984.2 (a) it will pay to the Association all Assessments which may or shalt be levied by the Association against the Parcel owned by it in each year or any part thereof; (b) it shall be personally liable for all such Assessments which become due while it is the Owner of each Parcel being assessed; (c) all Assessments, together with the continuing obligation to pay each Assessment assessed in all future years, together with all costs, expenses, interest and reasonable attomey's fees incurred in the collection of delinquencies, shall become, upon the filing of this Declaration, and thereafter remain, a charge against and be secured by a continuing lien upon the Parcel of such Owner; and (d) said charge and lien shall be superior to any and all other charges, liens or encumbrances which may hereafter in any manner arise or be imposed upon the Parcel whether arising from or imposed by judgment or decree or by any agreement, contract, mortgage or other instruments, excepting only: (i) purchase money mortgages or deeds of trust given to finance the purchase of the Parcel and mortgages or deeds of trust to finance construction of improvements on the Parcel and mortgages or deeds of trust otherwise encumbering the Parcel; provided, however, that this subordination to such mortgages shall apply only to Assessments which have become due and payable prior to a sale or transfer of any Parcel on account of the foreclosure of any such mortgage or on account of any other proceeding in lieu of foreclosure; such foreclosure sale or transfer in lieu of foreclosure shall not release such Parcel from the lien of or relieve the new Owner, its successors and assigns from liability for any Assessments thereafter becoming due; and (ii) such liens for taxes or other public charges as are made superior by applicable law; provided, however, that this subordination to such liens shall apply only to Assessments which have become due and payable prior to a sale or transfer of any Parcel on account of the foreclosure of any such lien or on account of any other proceeding in lieu of foreclosure; such foreclosure sale or transfer in lieu of foreclosure shall not release such Parcel from the lien of or relieve the new Owner, its successors and assigns from any liability for any Assessments thereafter becoming due. Nothing contained in this subsection (d) of Section 10.1 shall be construed so as to constrain or impair the payment of funds realized from a foreclosure sale, to the extent of any funds remaining after satisfaction of prior liens, in order of priority to holders of subordinated liens. 10.2. Uniform Rate of Assessment. (a) For the purpose of providing funds for the uses specified in Article 14 hereof, the Association shall assess against the Parcel in each year, beginning with the year in which it is necessary for the Association to maintain any Common Property, a charge (referred to herein as "Assessment" or "Annual Assessment"), which shall be unifonn with respect to all Parcels. Assessments shall be levied in such amounts as determined by the Association to provide funds sufficient to support the Association Budget for each fiscal year of the Association. If the Association fails to approve a budget as described above, a budget in the amount of the prior year's budget shall be automatically deemed approved. 15 OP 1095984.2 (b) The Property may be divided into districts by the Association for the purpose of allocating maintenance assessments. 10.3. Billing of Annual Assessments. At such time or times as the Association Board may determine, the Association shall levy the Annual Assessment against each Parcel on a pro rata basis based upon the square footage contained in each Parcel to the total square footage contained in the Property (exclusive of the Common Property). The Association shall send a written bill to each Owner stating the amount of the Annual Assessment imposed against each Parcel owned by the Owner, the time period for payment thereof and the interest rate to be charged for late payments thereof. Each Annual Assessment shall be due and payable on a date established by the Association and shall become delinquent on a date established by the Association. The Association may establish payment procedures to allow payment of the Annual Assessment in increments during the year the Assessment is made, provided that this privilege is extended to all Owners on an equal basis, and provided that reasonable notice is given of each payment date, of the interest to be charged for late payments, of the liens established by this Declaration, and of the suspension of membership rights as a consequence of the failure to pay. 10.4. Late Payments. (a) The Association may from time to time establish or change the rate of interest which shall be charged for the payment after the delinquency date of any portion of an Assessment, provided that such interest rate shall not exceed the lesser of eight percent (8 %) over the Base Rate or Prime Rate as announced by United Missouri Bank of Kansas City, N.A. (or any successor thereto) as its base per annum lending rate, from time to time, or the maximum interest rate permitted under the laws of the State of Missouri and provided that reasonable notice of such charge is given to the Members. (b) In the event of default in the payment of any one (1) or more installments of the Annual Assessment established hereunder, the Association may declare any remaining balance of said Annual Assessment at once due and payable. (c) In the event that an Owner shall fail to fully pay the Assessznent by the delinquency date thereof, such unpaid amount shall become a binding personal obligation of such Owner, and the Association shall have the right, pursuant to the provisions of Section 15.3 hereof, to enforce the lien for Assessments imposed by Section 10.1. The Association shall have the right and duty to take all appropriate actions and steps to collect any such unpaid Assessments. Each delinquency shall constitute a separate basis for a demand or claim of lien or liens, but any number of defaults may be included within a single demand or claim of lien or liens on account of prior delinquencies and shall be deemed to include subsequent delinquencies and amounts due on account thereof. The Association may institute a suit to recover a money judgment for the same, together with interest thereon and reasonable expenses of collection, including attorneys' fees, without foreclosing or waiving the lien hereinbefore provided. 10.5. Certificate of Payment. Upon written demand by an Owner, the Association shall issue and furnish to such Owner, within a reasonable period of time, a written certificate stating that all Assessments, including interest and costs (if any), have been paid with respect to any Parcel owned by said Owner as of the date of such certificate, or if all Assessments have not been paid, setting forth the amount then due and payable. The Association may make a reasonable charge for the issuance of such certificate. Any such certificate, when duly issued as herein provided, shall be conclusive and binding with regard to any matter therein stated as between the Association and any bona fide purchaser or encumbrancer of the Parcel in question. 16 OP 1095984.2 10.6. Special Assessments. (a) In addition to the Annual Assessments authorized by Section 10.1 hereof, the Association may levy in any year a Special Assessment for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, repair or replacement of Common Property Improvements including any capital improvement upon the Common Property, or the cost of any utility deemed necessary by the Association to serve the Property including the necessary fixtures and personal property related thereto, or any unexpected cost or expense of the Association, as the Association may determine. (b) A Special Assessment shall become effective upon written notice by the Association. Billing of Special Assessments shall be handled according to the procedures set out in Section 10.3 hereof (e) The Special Assessment shall be deemed to be approved by the Members unless three -fourths (3/4) of the Members vote not to approve such Special Assessment. (d) Any Parcels owned by the City or IDA shall not be subject to Special Assessments unless the City or IDA otherwise agrees. ARTICLE 11 COMMON PROPERTY 11.1. Conveyance of Common Property. The IDA and/or the City may convey any interest it may have in the Common Property to the Association and, from time to time, convey to the Association such certain other property as the IDA and/or the City may determine in accordance with the Development Plan for the common use and enjoyment of the Owners. Any deed of conveyance may contain appropriate restrictions and assurances that such property shall be reserved for the common use and enjoyment of the Owners. 11.2. Use of Common Property. (a) Every Owner, by reason of such ownership, shall have a right and easement of enjoytent in and to all Common Property owned by the Association, and such easement shall be appurtenant to and shall pass with every Parcel upon transfer. All Tenants who are not also Owners shall have a nontransferable privilege to use and enjoy all Common Property owned by the Association for so long as they are a Tenant. (b) All such rights, easements and privileges conferred under this Article 11 shall, however, be subject to the rights granted to the Association in accordance with this Declaration to: (i) establish, adopt, promulgate, amend and rescind reasonable rules and regulations pertaining to the use, operation and maintenance of Common Property which shall enhance the preservation of such facilities, promote the safety and convenience of the users thereof. and which shall serve to promote the best interests of the Owners and the Horizons Business Park; (ii) determine the use or uses to which Common Property owned by the Association may be put; 17 OP 1095984.2 (iii) borrow money for the purpose of acquiring, developing or improving any Common Property including improvements thereon, and in aid thereof to mortgage the same, provided that the rights of any such mortgagee shall be subordinate to the rights, easements and privileges herein granted and assured; provided, further, that any such mortgage shall be subject to the approval of three -fourths (3/4) of the Members who are present in person or by proxy and voting at an Association meeting at which a quorum is present or voting in a referendum called for such purpose after the proper notice is given; and (iv) apply for, accept and expend loans or grants from federal, state or local governments and comply with any conditions required by such governments in order to obtain such loans or grants including conditions relating to the use and enjoyment of Common Property by the general public. 11.3. Damage or Destruction of Common Property by Owner. In the event any Common Property is damaged or destroyed by an Owner, Tenant or any of their guests, tenants, licensees, or agents, such Owner does hereby authorize the Association to repair such damaged areas. The Association shall repair such damaged area in a good and workmanlike manner in conformance with the original plans and specifications of the area involved, or as the area may have been modified or altered subsequently by the Association at the discretion of the Association. The amount necessary and actually expended for such repairs shall be a Special Assessment upon the Parcel of said Owner, shall be a lien upon the tract of said Owner and shall be enforceable as other Assessments under Article l0. 11.4. Maintenance of Common Property. The Association shall maintain the Common Property according to at least the same standard of maintenance required of Owners. ARTICLE 12 EASEMENTS 12.1. Common Property. The IDA, the City and the Association may maintain the Easement Areas in accordance with this Declaration. 12.2. Entry. The City and/or IDA reserves for itself, the City and the Association, the right at all times to enter upon all parts of the Easement Areas of each Parcel for any of the purposes for which said easements, public access or right-of-ways are reserved. The Association, its agents, designees, successors and assigns shall maintain the Easement Areas, and shall be responsible for leaving each Easement Area in good repair and condition following any work or activity within such Easement Area. 12.3. Disposition During Development Period. During the Development Period, the IDA and/or City may convey an Easement Area to a public authority or utility company where such conveyance is required by the public authority or utility company as a prerequisite to installing the utility facility on the Easement Area or where such conveyance is required by the public authority or utility company as a prerequisite to accepting ownership of the utility facility for operation and maintenance. ARTICLE 13 CONSTRUCTION ON PARCELS 13.1. Construction Standards. The DRC shall implement construction standards for the construction of any improvements on any Parcel, which standards may include, but shall not be limited to: 18 OP 1095984.2 (a) No dumping or open burning of construction materials, waste or trash shall occur on any building Parcel. (b) Erosion control shall be provided on Parcels with steep grades. The DRC may, at its sole discretion, require the Owner to place erosion control materials such as straw bales or fencing on any portion of a Parcel that appears to be subject to erosion due to construction activit ies. (c) No changes in plans during the construction period will be permitted without prior express written approval of the DRC. (d) Excess excavation materials must be hauled away from the Parcel and from the Property. (e) Concrete suppliers and contractors shall clean their equipment only at locations designated by the City for that purpose. ARTICLE 14 USE OF FUNDS 14.1. Purposes for which Funds May Be Used. The Association shall apply all funds received by it pursuant to this Declaration and all other funds and property received by the Association, including the proceeds of loans referred to in Sections 14.2 and 14.5 and the accumulated funds referred to in Section 14.3, to the following: (a) the operating costs and expenses of the Association; (b) the planning, design, acquisition, improvement, construction, maintenance and equipping of Common Property and Common Property Improvements; (c) payment of all principal and interest when due on all loans made to the Association pursuant to Section 14.2 hereof; (d) payment of all real and personal property taxes and assessments, if any, separately levied upon or assessed against the Association or any property owned by the Association; (e) payment of all premiums and charges for all polices of insurance or surety bonds, as deemed by the Association to be necessary and appropriate, including but not limited to workmen's compensation insurance, to the extent necessary to comply with any applicable law and then current insurance practices, and indemnity, faithful performance, fidelity and other bonds as the Association shall deem necessary, appropriate or required to carry out the Association functions or to insure the Association against any loss from malfeasance or dishonesty of any employee or other person charged with the management or possession of any Association funds or property; and (t) the repair, improvements, construction, operation or extension of any utility servicing the Property or any utility deemed reasonably necessary by the Association to service the Property. 19 OP 1095984.2 14.2. Handline of Funds. In order to secure the repayment of any and all sums borrowed by it from time to time, the Association is hereby granted the right and power: (a) to assign and pledge revenues received and to be received by it under any provision of this Declaration, including, but not limited to, the proceeds of the Assessments payable hereunder; and (b) to enter into agreements with its lender(s) with respect to the collection and disbursements of funds, including, but not limited to, agreements wherein the Association covenants: (i) to assess the Assessments on a given day in each year and subject to the limitations specified in Article 10; (ii) to establish sinking funds, other security deposits, and/or a capital equipment replacement fund; (iii) to apply funds received by the Association to the payment of all principal and interest when due on such loans or to apply the same to such purpose after providing for costs of collection; (iv) to establish such procedures as may be required by the lender(s), but not inconsistent with the Declaration; (v) to provide for the custody and safeguarding of all funds by the Association; and (vi) to negotiate and arrange the amount, terms and rate or rates of all borrowing and the provisions of all agreements with lender(s). 14.3. Accumulation of Funds Permitted. The Association shall not be obligated to spend in any calendar year all the sums collected in such year by way of Annual Assessments, or otherwise, and may carry forward, as surplus, any balances remaining; but the Association shall be obligated to apply such surplus to reasonable reserves or the reduction of the amount of the Annual Assessment in the succeeding year. 14.4. Posting of Bond. The Association shall require that all persons or entities who handle the Association funds or monies, which funds and monies shall be deposited in federally insured banks or savings and loans, post bonds sufficient in amount to indemnify the Association from any loss. 14.5. Annual Budget and Advances by the City. (a) Not later than ninety (90) days prior to the end of each fiscal year for the Association, the Association Board shall prepare an annual cash budget projecting anticipated expenses, cash receipts, and any other costs for the ensuing fiscal year (the "Association Budget") which shall be submitted to the City for its review and approval. Upon receipt of the Association Budget, if the City does not provide its approval with sixty (60) days, the budget shall be deemed approved by the City. The fiscal year for the Association shall be the calendar year. The proposed Association Budget will automatically he approved unless three -fourths (3/4) of the Members vote not to approve such Association Budget. 20 OP 1095984.2 (b) In the event the Association has failed to adopt a budget by the first day of each fiscal year, the Association shall be deemed to have adopted a budget for such fiscal year in accordance with the budget for the prior fiscal year. (c) The City may, but is not obligated to, make cash advances to the Association to eliminate any projected net cash flow deficit of the Association which occur during the course of any fiscal year throughout the Development Period. Such cash advances may be considered borrowings of the Association. (d) If required by the City, all such advances shall be evidenced by promissory notes of the Association to bear interest at the effective rate of interest being paid by the City on its debentures or debt obligations. ARTICLE 15 ENFORCEMENT 15.1. Right of Action. The term "Right of Action" as used herein, shall mean the right of the Association, through its agents and employees, to enter at all reasonable times upon any Parcel as to which a violation, breach or other condition to be remedied exists, and take the actions specified in the notice to the Owner to abate, extinguish, remove or repair such violation, breach or other condition which may exist thereon contrary to the provisions hereof. "Right of Action" shall also mean and encompass the right to pursue all remedies herein specified, together with all remedies at law or in equity. (a) In the event of a violation or breach of any Restriction contained in the Declaration, the Association shall give written notice to the Owner setting forth in reasonable detail the nature of such violation or breach and the specific action or actions which shall be taken by the Owner to remedy such violation or breach. (b) If the Owner shall fail to take reasonable steps to remedy such violation or breach within the time limit specified in the written notice, then the Association may pursue its Right of Action. (c) Such entry or action, or both, shall not be deemed to be a trespass or wrongful act solely by reason of such entry and such actions, provided such entry and such actions are carried out in accordance with the provisions of this Section. (d) All costs and expenses including reasonable attorneys' fees incurred by the Association or on its behalf in enforcing such Right of Action, shall be a binding personal obligation of such Owner enforceable at law, as well as a lien on such Owner's Parcel enforceable pursuant to the provisions of the Declaration. (e) The lien provided under this Section shall not be valid against a bona fide purchaser (or bona fide lienholder) of the Parcel in question unless a notice of such lien shall have been filed in the appropriate office of the Recorder of Deeds prior to the recordation of the deed in the said office (or lien instrument) conveying the Parcel in question to such purchaser (or subjecting the same to such lien). (f) During the Development Period, the City and/or the IDA may pursue its Right of Action where in the sole judgment of the City and/or the IDA, the Association has failed to exercise its Right of Action to enforce the provisions of the Declaration and has thereby 21 OP 0959842 jeopardized the performance of the obligations of the Developer pursuant to the Development Plan. The City's andior the IDA's Right of Action shall be subject to the following limitations: (g) the City andior the IDA shall give written notice to the Association identifying the violation which City and/or the IDA seeks to correct and the steps Association will take to remedy the condition; and (h) the City and/or the IDA may not commence to exercise its Right of Action less than thirty (30) days nor more than sixty (60) days after giving written notice to the Association. 15.2. Specific Performance. Nothing contained herein shall be deemed to affect or limit the rights of the IDA and/or the City (during the Development Period), the Association, the Members, or the Owners, or any one of them, to enforce any of the terms, covenants or conditions of the Declaration by appropriate judicial proceedings. However, the City and/or the IDA hereby declare that it is impossible to measure in money the damages which will accrue to a beneficiary hereof, its transferees, successors or assigns, by reason of a violation of, or failure to perform any of the obligations provided by the Declaration or that Master Development Agreement dated May 10, 2011. Therefore, any beneficiary hereof shall be entitled to relief by way of injunction or specific performance, as well as any other relief available at law or in equity, to enforce the provisions hereof. In any and all such actions, whether at law or in equity, any such beneficiary who is entitled to relief shall also be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred in enforcing such rights. 15.3. Enforcement of Liens. (a) The Association shall have a lien for Assessments, user fees and charges (herein collectively, "Assessment" or "Assessments") as set forth in Section 10.1 hereof and shall have a lien for the cost of exercising the Right of Action as set forth in Section 15.1 hereof. The amount which may be recovered by the Association shall include the Assessment or costs, together with the cost of such enforcement proceedings, including reasonable attomey's fees and interest. Suits to recover a money judgment for unpaid Assessments shall be maintainable without foreclosing or waiving the lien provided for in Section 10.1 hereof. (b) If any demand for payment or claim of lien or liens is not paid when due as provided in Section 10.5 hereof, the Association or its duly authorized representative may thereafter elect to file and record a claim of lien on behalf of the Association against the Parcel of the defaulting Owner in the appropriate Office of the Recorder of Deeds. Such claim of lien shall be executed and acknowledged by any officer of the Association and shall contain substantially the following information: (i) the name of the delinquent Owner; (ii) the legal description and street address of the Parcel against which the claim of lien is made; (iii) the total amount claimed to be due and owing for the amount of the delinquency, interest thereon. collection costs and reasonable attorney's fees (with any proper offset allowed); (iv) that the claim of lien is made by the Association pursuant to this Declaration; and 22 OP 1095984.2 (v) that a lien is claimed against said Parcel in an amount equal to the amount stated, together with all other amounts becoming due from time to time in accordance with this Declaration. (c) Upon such recordation of the duly executed original or copy of such a claim of lien, the lien claimed therein shall immediately attach and become effective in favor of the Association as a lien upon the Parcel against which such Assessment or cost was levied. Such a lien shall have priority over all liens or claims created subsequent to the recordation of the claim of lien thereof, except for tax liens for real property taxes and assessments on any Parcel in favor of any municipal or other governmental unit and except as provided in Section 4.1 hereof. (d) Any such lien may be foreclosed by appropriate action at law or in the manner provided by law for non judicial foreclosure of mortgages and deeds of trusts or in any other manner permitted by the laws of Missouri. The Association is hereby authorized to appoint any attorney or any officer or director of the Association as trustee for the purpose of conducting any non judicial sale in connection with non judicial foreclosure of the Association's lien. (e) The lien provided for herein shall be in favor of the Association and shall be for the benefit of all other Owners and shall secure payment of all sums set forth in the claim of lien, together with all sums becoming due and payable in accordance with this Declaration after the date of recordation of said claim of lien. (f) Upon the timely curing of any default for which a notice of claim of lien was filed by the Association and the payment of all sums secured by the lien created by the recordation of such claim of lien, the Association shall (upon payment by such Owner of reasonable costs) cause an officer of the Association to file and record an appropriate release of such claim of lien in the appropriate Office of the Recorder of Deeds. (g) No Owner may waive or otherwise escape liability for the Assessments provided for in this Declaration by nonuse of the Common Area, or any part thereof, or any part of the Property, or abandonment of its Parcel. (h) Notwithstanding anything contained in this Declaration to the contrary, no action may be brought to foreclose or otherwise realize on the lien created by recordation of the claim of lien, until the expiration of thirty (30) days after a copy of said claim of lien, showing the date of recordation thereof, has been [nailed to the Owner of the Parcel which is described in such claim of lien. (i) Each Owner does hereby waive to the extent legally possible, all defenses to any liens created pursuant to this Declaration, whether such liens are now in existence or are created at any time in the future, and the benefit of any exemption laws of the State of Missouri now in effect, or in effect from time to time hereafter. 15.4. No Waiver. The failure of the City, the IDA, the Association, any Owner, or its respective successors and assigns. to enforce this Declaration shall in no event be considered a waiver of the right to do so thereafter as to a similar violation or breach occurring prior or subsequent thereto. 15.5. Additional Rules. The Association, and the DRC, each by a majority vote, to the extent specifically provided herein, may adopt. amend, modify, promulgate and rescind or revoke reasonable rules, regulations and procedures regarding the administration, interpretation and enforcement of the 23 OP 1095984.2 provisions of the Declaration; for the DRC in particular, this includes the right of modification, amendment, revocation or rescission of the Development Guidelines. In so adopting, amending, modifying, promulgating, rescinding or revoking such rules, regulations and procedures, or in making any finding, determination, ruling or order or in carrying out any directive contained herein relating to the issuance of permits, authorizations, approvals, rules or regulations, the Association and the DRC shall take into consideration the best interests of the Owners and Tenants of the Property to the end that the Property shall be preserved and maintained as a business park of high quality and shall seek to achieve the development of the Property in accordance with the standards and objectives set forth in the Development Plan. 15.6. Incorporation of Provisions in Deeds. Each grantee, by accepting a deed to a Parcel, lease or other instrument conveying any interest in any Parcel, whether or not such instrument incorporates or refers to the Declaration, covenants for itself, its successors and assigns to observe, perform and be bound by the Declaration and to incorporate the Declaration by reference in any Deed or other conveyance of all or any portion of its interest in any real property subject hereto. The covenant, and any such covenant in any deed to any Parcel, may be specifically enforced against the grantor or the grantee, or both. ARTICLE 16 INSTRUMENTS, CHECKS, DEPOSITS AND FUNDS 16.1. Execution of Instruments. The Association Board may authorize any officer or agent of the Association, in addition to the officers so authorized by these Bylaws, to execute and deliver any contract or instrument (including amendments to the Articles, the Declaration or these Bylaws which must be executed by the Association) in the name of and on behalf of the Association and such authority may be general or confined to specific instances. In the absence of any such authorization by the Association Board, any such contract or instrument shall only be executed by the President or a Vice President. 16.2. Payments. All checks, drafts, vouchers or other orders for the paytnent of money. notes or other evidences of indebtedness issued in the name of the Association shall be signed by the Treasurer. Any other officer or officers of the Association may sign in such manner as shall be determined and adopted by resolution of the Association Board. In the absence of such determination and Resolution adopted by the Association Board, such instruments shall only be signed by the Treasurer. 16.3. Bank Accounts. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositaries as the Association Board shall from time to time determine by resolution. 16.4. Special Receipts. The Association Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association. ARTICLE 17 FISCAL YEAR The fiscal year of the Association shall begin on the first day of January and end on the last day of December every year, except that the first fiscal year of the Association shall being on the date of incorporation of the Association. ARTICLE 18 24 OP 1095984.2 MISCELLANEOUS 18.1. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Members, the Association Board, and committees having any of the authority of the Association Board, and shall keep at the registered or principal office of the Association a record giving the names and addresses of the Members. All books and records of the Association may be inspected by any Member or its agent, mortgagee or attorney, for any proper purpose at any reasonable time. 18.2. No Personal Liability. No member of the Association, officer of the Association, member of the DRC, member of any committee of the Association, whether such committee is specifically described in this Declaration or hereafter created by the Association, the IDA or the City shall be personally liable to any Owner, Member, Tenant or to any other party for any damage, loss or prejudice suffered or claimed on account of any act, (including any oral representation regarding any aspect of a Parcel whatsoever), omission, error, failure to act, or negligence of' any such Association Member, officer or committee member of the Association, the IDA, the City, or any Member of the DRC or any realtor representing the City and / or the IDA in the sale of a Parcel and, further, neither the DRC nor any member thereof shall be liable to the Association, any Owner or to any other party for any damage, loss or prejudice suffered by or claimed on account of (a) the approval or disapproval of any plans, drawings or specifications, whether or not defective, (b) the construction or performance of any work upon the Property, (c) the execution and filing of any estoppel certificate, whether or not the facts therein are correct, or (d) any other act, action or conduct of such committee. Such limitation of liability shall apply in all cases, provided that such person has, on the basis of such information as may be possessed by him, acted in good faith, without willful or intentional misconduct. 18.3. Assignability. (a) The Association shall be empowered to assign its rights, or any part thereof, to any successor public body, authority, agency, district or not -for -profit corporation (hereinafter referred to as the "Successor Entity"), subject to the prior written approval of the City and/or IDA, and upon such assignment the Successor Entity shall have those rights and be subject to those duties assigned thereby and shall be deemed to have agreed to be bound by the appropriate provisions hereof to the same extent as if the Successor Entity had been an original party to the Declaration. Any such assignment shall be accepted by the Successor Entity under a written agreement pursuant to which the Successor Entity expressly assumes the duties and obligations thereby assigned. (b) If for any reason the Association shall cease to exist without having first assigned its rights hereunder to a Successor Entity, the covenants, restrictions, easements, charges and liens imposed hereunder shall nevertheless continue and any Owner may petition a court of competent jurisdiction to have a trustee appointed for the purpose of organizing a not -for -profit corporation and assigning the rights hereunder with the same force and effect, and subject to the same conditions, as provided in this Section 20.8 with respect to an assignment and delegation to a Successor Entity. (c) Any assignment or delegation of rights shall be approved by three -fourths (3/4) of the Members voting in person or by proxy at an Association meeting at which a quorum is present or voting in a referendum called for such purpose after proper notice is given. (d) The IDA andior the City may, at its option, assigm any or all or its rights under this Declaration. 25 OP 1095984.2 18.4. Delivery of Notices and Documents. (a) Any written notice or other document addressed to the Association, the DRC, the IDA or the City relating to or required or permitted by the Declaration may be delivered either personalty or by certified or registered mail, return receipt requested. If by certified or registered mail, it shall be deemed to have been given, delivered and received three business days after deposit with the United States Postal Service. (b) Any written notice or other document relating to or required or permitted by the Declaration may be delivered to an Owner or Member either personally or by mail unless other requirements are specifically made in any provision hereof. If by mail, it shall be deemed to have been given, delivered and received seventy-two (72) hours after a copy of same has been deposited in the United States mail, postage prepaid, addressed to such Owner or Member to the address last furnished by such Owner or Member to the Association. Each Owner or Member shall file his correct mailing address with the Association, and shall promptly notify the Association in writing of any subsequent change of address. Any notice given or required to be sent pursuant to this Section 18.4(b) shall be deemed to have been properly given, unless other requirements are specifically made in any provision hereof, when mailed, postage prepaid, to the last known address of the person to whom notice is to be given. 18.5. Amendments and Conflict. These Bylaws may be amended or modified at any time, or from time to time, by the affirmative vote of not less than three -fourths (3/4) of the total number of Members; provided, that no provision of these Bylaws may be amended or modified to: change the City's rights or IDA's rights under Article 4 of these Bylaws without the consent of the City or IDA, as appropriate, to eliminate or diminish the rights of the to appoint, or remove Directors as provided in Article 5, without the consent of the City or so as to conflict with the provisions of the Articles, the Declaration or the Act. In the case of any conflict between the Articles and these Bylaws, the Articles shall control, and in the case of any conflict between the Declaration and these Bylaws, the Bylaws shall control. ARTICLE 19 INDEMNIFICATION The Association shall indemnify, hold harmless and defend the Directors, the officers of the Association, the members of Board committees, and all other persons specifically identified by resolution of the Association Board, to the greatest extent permitted by the Act. The Association may purchase insurance to satisfy, in whole or in part, the foregoing indemnity obligations. ARTICLE 20 SEAL The Association Board may provide for a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "Corporate Seal, Missouri". Secretary 26 OP 1095954.2