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ORD 42622 - Blackstone Plaza Building TIF Agreement ORDINANCE NO. AN ORDINANCE approving a redevelopment and Tax Increment Financing (TIF) Redevelopment Agreement between the City of Omaha and Blackstone Plaza LLC, a Nebraska limited liability company, to implement the Blackstone Plaza Building Tax Increment Financing (TIF) Redevelopment Project Plan for a redevelopment project site located at 3555 Farnam Street, which proposes the complete renovation and modernization of the former Kiewit Plaza Building to transform it into a future Class A office, multi-tenant building that includes retail and restaurant concepts; the agreement authorizes the use of up to $5,994,326.00, plus accrued interest, in excess ad valorem taxes (TIF) generated by the development to help fund the cost of the project, and providing for an effective date. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA; Section 1. The Mayor is hereby authorized to execute, and the City Clerk to attest, the attached Redevelopment Agreement between the City of Omaha and Blackstone Plaza LLC, et al, a Nebraska limited liability company, to authorize the use of up to $5,994,326.00, plus accrued interest, to offset a portion of eligible construction renovation costs in the amount of the TIF loan, which includes$60,000.00 of the TIF loan proceeds toward the Midtown Public Improvement Fund, for a project with total estimated costs of $37,743,658.00; including any other documents in connection with the Redevelopment Agreement necessary or appropriate to consummate the loan. Section 2. Said Redevelopment Agreement contains obligations undertaken pursuant to the Nebraska Community Development Law and Sections 18-2147 through 18-2150; and, are not otherwise obligations of the City of Omaha. ORDINANCE NO. 42(1ZZ PAGE TWO Section 3. This Ordinance shall be in full force and take effect fifteen (15) days from and after the date of its passage. INTRODUCED BY COUNCILMEMBER: APPROVED BY: -7 --70L] MAYOR OF THE CITY OF OMAHA DATE PASSED JUL 2 `! 2021 1-Q ATTEST: CITY CLERK OF TH ITY OF OMAHA DATE 3092 nsp APPROVED AS TO FORM: it,/23 4ca.i AS TANT CITY A RNEY DATE REDEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska Municipal Corporation in Douglas County, Nebraska, and Blackstone Plaza LLC, a Nebraska limited liability company. RECITALS: WHEREAS, on May 18, 2021 by Resolution No.2021-0463, the City Council of the City of Omaha approved the Blackstone Plaza Building Tax Increment Financing (TIF) Redevelopment Project Plan for a redevelopment site located at 3555 Farnam Street which proposes the complete renovation and modernization of the former Kiewit Plaza Building to transform it into a future Class A office, multi-tenant building that includes retail and restaurant concepts as shown in Exhibit "A", which is attached hereto and made a part hereof; and, WHEREAS, the Blackstone Plaza Building Tax Increment Financing (TIF) Redevelopment Project Plan recommends authorizing up to $5,994,326.00 in TIF, plus accrued interest, to offset eligible expenses, as provided for pursuant to the Nebraska by the Community Development Law, such as a portion of the construction renovation costs, for a project with total estimated costs of $37,743,658.00; the applicant is also contributing $60,000.00 of the TIF loan proceeds to the Midtown Public Improvement Fund; and, WHEREAS, this Agreement is authorized and governed by the Nebraska Community Development Law and implements the Blackstone Plaza Building Redevelopment Project Plan, which provides for the use of the excess ad valorem taxes, as provided for herein. IN CONSIDERATION OF THESE MUTUAL COVENANTS, AND FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE PARTIES ACCEPT AND ACKNOWLEDGE, THE PARTIES AGREE AS FOLLOWS: SECTION 1. DEFINITIONS The following terms, whether plural or singular, shall have the following meanings. - 1 - 1.1 "Base Year" and "Base Year Valuation" shall mean the year prior to the calendar year that the division of the property tax levied on the Redevelopment Site is to become effective. The Base Year is established by the Notice to Divide Tax for Community Redevelopment Project ("Notice to Divide") form prepared by the City of Omaha, which establishes the valuation for the base amount and the calendar year that division of real property tax levied is to become effective. For purposes of this Agreement, the parties agree the Base Year and associated Base Year Valuation shall be established on January 1, 2021. Prior to August 1st of the year of the Division Date, the Director, or Director's designee, will file the Notice to Divide as required by law and in accordance with the Division Date set forth below, with the Office of the Douglas County Assessor/Register of Deeds. Prior to July 1st of the year of the Division Date the Owner may request, in writing, to change the Base Year and the Division Date. A request for an extension of the Base Year and Division Date may be approved administratively by the Director through an addendum to this Agreement. This addendum shall be executed by the Owner and the Director. 1.2 "City" shall mean the City of Omaha, Nebraska, a Municipal Corporation of the metropolitan class or such successor entity lawfully established pursuant to the applicable provision of the Nebraska Community Development Law. 1.3 "Community Development Law" shall mean the Community Development Law of the State of Nebraska (Chapter 18, Article 21, Sections 18-2101, et. seq.), as supplemented by and including Sections 18-2147 to 18-2153, Reissue Revised Statues of Nebraska, 1943, as amended. All statutory citations in the Agreement are to the Nebraska Revised Statutes. 1.4 "Director" shall mean the Director of the City of Omaha Planning Department. 1.5 "Division Date" shall mean the agreed upon date after which any ad valorem real estate taxes levied upon the Redevelopment Site shall be divided by the Douglas County Assessor pursuant to the Community Development Law and the Notice to Divide. For purposes of this Agreement, the parties agree the Division Date shall be January 1, 2022. 1.6 "Excess ad valorem Taxes" shall mean any ad valorem real estate tax levied upon and generated by the real property in the Redevelopment Site from and after the Division Date (at the rate fixed each year by or for each of the hereinafter defined public bodies) by or for the benefit of the State of Nebraska, the City, and any board, commission, authority, district or any other political subdivision or public body of the State of Nebraska (collectively "public bodies") in excess of any ad valorem real estate tax generated by the levy on the Base Year Valuation. 1.7 "Owner" shall mean Blackstone Plaza LLC. 1.8 "Redevelopment Project" shall be as more particularly described in the Redevelopment Project Plan and as shown on the Site Plan attached hereto as Exhibit "A" and incorporated herein. -2- 1.9 "Redevelopment Project Plan" shall mean the Blackstone Plaza Building Tax Increment Financing Redevelopment Project Plan approved by the City Council of the City of Omaha on May 18, 2021 by Resolution No.2021-0463. 1.10 "Redevelopment Promissory Note" or "Note" shall mean any obligation issued by the City in the form of Exhibit "B" attached hereto and incorporated herein by reference, which shall be in the principal amount set forth in such Exhibit ("Redevelopment Loan Proceeds") and which shall be repaid from and secured by the Excess ad valorem Taxes generated by the real property within the Redevelopment Site. 1.11 "Redevelopment Site" shall mean the real property legally described on Exhibit"C", attached hereto and incorporated herein. SECTION 2. OBLIGATIONS OF THE CITY The City shall: 2.1 execute and deliver to the Owner at closing the Redevelopment Promissory Note in substantially the same form as that which is attached hereto as Exhibit "B". 2.2 grant Redevelopment Loan Proceeds for TIF eligible expenses, including any public improvements, to the Owner in an amount not to exceed $5,994,326.00, plus accrued interest. 2.3 establish a special fund, as required by Section 18-2147(b) of the Community Development Law, for the Excess ad valorem Taxes, if any, generated by the Redevelopment Project and the Redevelopment Site, which shall be allocated to and, when collected, paid into this special fund, and shall be used for no other purpose than to pay debt retirement principal and interest as required by the Redevelopment Promissory Note. Interest on monies in the special fund shall accrue first to debt retirement interest and then to principal. 2.4 ensure that prior to expenditure or disbursement of Redevelopment Loan Proceeds, the following shall be obtained, to wit: 2.4.1 Owner shall provide the Director, or Director's designee, with evidence, acceptable to the Director, or Director's designee, in their sole discretion, that sufficient private funds have been committed to complete the Redevelopment Project. 2.4.2 Owner shall provide evidence of, and maintain, adequate performance and labor materials bonds in the amount of no less than $5,994,326.00 during the period of construction of the project. The City shall be specified as a co-obligee. This requirement may be satisfied by reasonably sufficient labor and materials bond or payment and performance bond from the Owner's general contractor or contractors, or the bond required pursuant to Section 3.9 of this Agreement. -3 - 2.5 make payments, as required by this Agreement and the Redevelopment Promissory Note, of the Excess ad valorem Taxes held in the special fund pursuant to Section 2.3 above. All Excess ad valorem Taxes shall be allocated, and when collected, paid into the special fund for a period not to exceed fifteen (15) calendar years from the Division Date. Under no circumstance shall the Owner receive payments from the special fund for more than fifteen (15) years of Excess ad valorem Taxes (i.e. thirty (30) semi-annual installments) or after such time as the Redevelopment Promissory Note has been paid in full. The City and Owner acknowledge and agree that the Owner shall receive the benefit of the Redevelopment Loan Proceeds, as limited to eligible expenses allowed by the Community Redevelopment Law,with the understanding that the Excess ad valorem Taxes and resulting Redevelopment Loan Proceeds may not be available for each and every installment or may not be sufficient to fully amortize the Redevelopment Promissory Note issued by the City. 2.6 grant the entire amount of the Redevelopment Loan proceeds to the Owner for costs of improving and redeveloping the Redevelopment Site, as authorized and allowed pursuant to the Community Development Law, including, but not limited to, those estimated eligible costs set forth on Exhibit "E", attached hereto. Expenses identified on Exhibit "E" are a reasonably accurate estimate of the eligible expenses for the Redevelopment Project. 2.7 execute such documents as may be reasonably necessary to effectuate City's obligations under this Agreement. SECTION 3. OBLIGATIONS OF THE OWNER The Owner shall: 3.1 complete the Redevelopment Project on or before December 31, 2022. In the event the Redevelopment Project cannot be completed on or before December 31, 2022, the Owner may submit a request, in writing, for an extension of the completion date. The request must be submitted no less than three months prior to the completion date set forth herein. The request may be acknowledged and approved by the Planning Director. 3.2 cause all real estate taxes and assessments levied on the Redevelopment Site and Redevelopment Project to be paid prior to the time such become delinquent. 3.3 loan redevelopment funds to the City in the principal amount of $5,994,326.00, plus accrued interest, as set forth in Sections 2.1 and 2.2, which, when combined with other private funds available, will be sufficient to construct the Redevelopment Project. 3.4 execute and deliver the Redevelopment Promissory Note with the terms set forth below, at closing, which shall be as soon as reasonably possible after execution of this Agreement but not more than 60 days thereafter, unless otherwise agreed by the parties. The Owner agrees to contribute $60,000.00 of the TIF proceeds -4- into the Midtown Public Improvement Fund, which funds shall be paid to the City upon the execution and delivery of the Redevelopment Promissory Note by the City. At closing, the loan to be accomplished by this Section and the obligation of the City to use the Redevelopment Loan Proceeds for redevelopment purposes under Section 2.2 may be accomplished by offset so that the Owner retains the Redevelopment Loan Proceeds. If the City so requests, the Owner shall, from time-to-time, furnish the City with satisfactory evidence as to the use and application of the Redevelopment Loan Proceeds. 3.4.1 Such Redevelopment Loan Proceeds shall be disbursed as provided in Section 2. 3.4.2 Such Redevelopment Promissory Note shall bear a 4.0% interest rate. 3.4.3 The principal and interest shall be repaid by the City from the special fund established pursuant to Section 2.3 to collect and hold Excess ad valorem Taxes, pursuant to the Redevelopment Project Plan and Section 18-2147of the Community Development Law, as they become collected in such fund and available to the City for such use. To the extent such Excess ad Valorem Taxes are insufficient or unavailable to the City, the loan shall be forgiven and the obligations of the Owner shall remain unaffected. 3.5 provide the City with quarterly progress reports during the construction of the Redevelopment Project and at any time upon written request from the City, and allow the City reasonable access, upon written request to Owner, to any relevant financial records pertaining to the Redevelopment Project. 3.6 retain copies of all supporting documents (as defined under Section 18-2119(4) of the Community Development Law) that are received or generated by the Owner in relation to the Redevelopment Project or Redevelopment Plan, until the expiration of three years following the end of the last fiscal year in which Excess ad valorem Taxes are divided in relation to the Redevelopment Project and provide such copies to the City upon written request of the Director. 3.7 during the period that the Redevelopment Promissory Note is outstanding: 3.7.1 not protest the real estate improvement valuation on the Redevelopment Site or request a reduction in the real estate improvement valuation on the Redevelopment Site certified as of January 1, 2021(Base Year) prior to and during construction; and not protest the real estate improvement valuation on the Redevelopment Site to request a reduction in the real estate improvement base valuation on the Redevelopment Site to any amount less than as certified as of January 1, 2021 (Base Year) plus $29,042,200.00 (excess valuation) after substantial completion or occupancy of the Redevelopment Project. This covenant is for the benefit of, and binding upon, both the City and the Owner and any successors and assigns, but all parties acknowledge that the excess valuation agreed to herein is not binding on the Douglas County Assessor and that any partial or full valuation designated by the Douglas County Assessor may not be an amount sufficient to -5 - produce Excess ad valorem Taxes necessary on an annual basis to amortize the Redevelopment Promissory Note; 3.7.2 not convey the Redevelopment Site or structures thereon to any entity which would be exempt from the payment of real estate taxes, not apply for exemption of real estate taxes from the county or the state, or cause the nonpayment of such real estate taxes; if the county and/or state award the exemption of real estate taxes, this Redevelopment Agreement and its associated Redevelopment Promissory Note will be rendered void and cancelled; 3.7.3 not apply to the Douglas County Assessor for the structures, or any portion thereof, to be taxed separately from the underlying real property encompassed within the Redevelopment Site; 3.7.4 maintain insurance for a minimum of ninety percent (90%) of the full value of the structures on the Redevelopment Site; 3.7.5 in the event of casualty, apply such insurance proceeds to the reconstruction of the Redevelopment Project, to the extent permitted by Owner's mortgage lender, and 3.7.6 cause all real estate taxes and assessments levied on the Redevelopment Site to be paid prior to the time such become delinquent. The Owner acknowledges and agrees that any ad valorem taxes that become delinquent may be forfeited and any portion of the Excess ad valorem Taxes levied in the fifteenth year under this Agreement that become delinquent shall be forfeited and returned to the appropriate public bodies or taxing jurisdictions. 3.7.7 acquiesce to any and all requests deemed necessary by the City related to compliance with the Community Development Law. 3.8 provide the City of Omaha Fin' nce Department with an executed copy of the Redevelopment Promissory Note prior to disbursement of any proceeds for repayment of such Note pursuant to Section 2.5, so that such payment can be noted on the Note and the Note returned to Owner. 3.9 the Owner shall provide the City with a penal bond as required by Section 18-2151 of the Community Development Law. 3.10 install and construct all of the public infrastructure improvements set forth in the Redevelopment Project Plan approved by the City Council of the City of Omaha on May 18, 2021 by Resolution No.2021-0463, in coordination with the Owner's development team, the City of Omaha Planning Department — Urban Design, and the City of Omaha Public Works Department as referenced in the Redevelopment Plan, and as subsequently modified to comply with City of Omaha requirements. -6- 3.11 inform the City, in writing, of any conveyance of the entire Redevelopment Project or Redevelopment Site, which shall include name, and address of the purchaser and contact information for the purchaser's authorized representative. 3.12 If the Owner violates or breaches any of the agreements, representations or covenants in this section, the Owner may be required by the City to surrender any remaining amount outstanding of the Redevelopment Promissory Note, after reasonable notice and opportunity to cure. Each of the foregoing covenants shall be referenced in a Notice of Redevelopment Agreement to be recorded by the Owner with the Douglas County, Nebraska Register of Deeds within sixty (60) days of the execution of this Agreement. A copy of the Notice of Redevelopment Agreement shall be delivered to the City within one week of recording. The Owner shall include the same covenants and restrictions agreed to above in any conveyance of the Redevelopment Site, or any portion thereof, including but not limited to, any sale, assignment, sale-leaseback or other such transfer of the property, but shall not be responsible otherwise for the actions of the third parties if these covenants are breached by such third parties if the Owner no longer owns the Redevelopment Site. SECTION 4. ADDITIONAL OBLIGATIONS OF THE CITY AND OWNER AND GOVERNING PROVISONS OF THE AGREEMENT 4.1 Equal Employment Opportunity Clause. Annexed hereto as Exhibit "D" and made a part hereof by reference are the equal employment provisions of this Agreement, wherein the "Owner" is referred to as "Contractor". 4.2 Non-discrimination. The Owner shall not, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. 4.3 Captions. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. 4.4 Applicable Law. Parties to this Agreement shall conform with all existing and applicable city ordinances, resolutions, state laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. 4.5 Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City of Omaha shall have a financial interest, direct or indirect, in any City of Omaha Agreement. Any violation of this section with the knowledge of the person or corporation contracting with the City of Omaha shall render the Agreement voidable by the Mayor or Council. 4.6 Merger. This Agreement shall not be merged into any other oral or written Agreement, lease or deed of any type. -7- 4.7 Administrative Amendments. The parties hereto recognize that certain administrative amendments may need to be made to this Agreement in order to carry out the intent of this Agreement and the Redevelopment Plan. The parties hereto recognize that any such minor amendments to this Agreement negotiated and executed by the parties' respective representatives or such addendums as provided for herein, other than those defined in §18-2117 of the Community Development Law, shall be considered and treated as administrative in nature and not as a legislative amendment to this Agreement or the Redevelopment Plan. However, amendments of the following types shall be referred to the City Council for approval: (1) Those that materially alter or reduce existing areas or structures otherwise available for public use or access; (2) Those that require the expenditure of $75,000.00 or more of City funds above the levels contained in this Agreement; (3) Those that increase City loans, bonded indebtedness, deferred payments of any types, or other financial obligations above the levels contained in this Agreement; and (4) Those otherwise considered major or material in the reasonable discretion of the City. 4.8 Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms herein unless done in writing and signed by an authorized officer of the respective parties. 4.9 Assignment. The Owner may not assign its rights under this Agreement without the express prior written consent of the City; such consent not to be unreasonably withheld. The Mayor may approve, in writing, a collateral assignment of this Agreement and the Redevelopment Promissory Note to the Owner's lender, or the assignment of all rights hereunder to a successor entity owned by, or under common control with Owner. 4.10 Strict Compliance. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representatives of the parties. 4.11 Binding Effect. This Agreement shall be binding upon the Owner's successors and assigns, and shall run with the land described in Exhibit "C", attached hereto, to the benefit of the City of Omaha. 4.12 Force Majeure. As related only to the project completion date in Section 3.1 of this Agreement, neither the City nor Owner shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, - 8- without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; disease; pandemics; quarantines; epidemics; acts of government; a state of emergency; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that in the event of a failure or delay, the affected party shall provide the other party notice of such delay as soon as reasonably practicable following its discovery, and each party shall use its best efforts to mitigate the effects of any such failure or delay. SECTION 5. AUTHORIZED REPRESENTATIVE In further consideration of the mutual covenants herein contained, the parties hereto expressly agree that for the purposes of notice, including legal service of process, during the term of this Agreement and for the period of any applicable statute of limitations thereafter, the following named individuals shall be the authorized representatives of the parties: (1) City of Omaha: David K. Fanslau Legal Service Planning Director do City Clerk City Planning Department Omaha/Douglas Civic Center Omaha/Douglas Civic Center 1819 Farnam Street 1819 Farnam Street, Suite 1100 Omaha, NE 68183 Omaha, NE 68183 (2) Owner: Blackstone Plaza LLC, et al. John F. Lund 450 Regency Parkway, Suite 200 • Omaha, NE 68114 Either party may designate additional representatives or substitute representatives by giving written notice thereof to the designated representative of the other party. Executed this -a day of , 20Z1. ATTEST: CITY OF OMAHA: CITY CLERK OF THE I�TY OF OMAHA DATE MAYOR OF THE CITY OF OMAHA DATE APPROVED AS TO FORM: ASS ISTANT C(`nitTTORNEY DATE -9- Executed thiscQ day of '2Q, , 2002! OWNER: Blackstone Plaza LLC By: Name: J n F and Title: Manager STATE OF NEBRASKA ) ) § COUNTY OF t—S ) John F. Lund, Manager on behalf of Blackstone Plaza LLC acknowledged the foregoing Redevelopment Agreement before me this ,l' ' day ofQUil—e_ , 2021. XENEIVilNoNNA QTMY-sldea Nebraska JO R T ^ l *Comm.bp.,Arne24,2025 N t ry Public, State of /___ D 0 , - 10- EXHIBIT "A" Project Site Plan—see following page(s) DCGis Blackstone Plaza BuildingTIF - Yellow ShladedAre : • — 117 125 :119 3 120 3565 �+.. - 110 r� 124 124 131 �� 205 •~ 128 • « .� . , - L-._ ,, 127 k �4204 —_ 128 133 Liii- Ili 1 w .._ Legend auk , 137 .. 210 211 _�_ __�... �n • ►M i, . ', iao �I 7 W i �"' _ Planning Viewer rn143 •_ •. . ,0404...., •c. t. 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Li iy, --,,, - solstal „ 4.41.4,43 .- II...114'111 - °' #' ' 1 : ZEil SF ' ' . . 1 .. ,, .„ .I : ' 00 i .i.i. -- - Ava ", •-.± • ••• '' ''''•.,' '"..:71.1*Millammlioni. 24 I • II / I rW I • t - I; I 'rr _______.._..._... k- . . _--.yam - -- - - - wt ,( 1 ik' R 5 • q Wr �l lam ' .,,�._ r -- APMA P.020 ALLEY POTHER MAC .IETTO? -- 1 - 251 _ _ EXHIBIT "B" THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE " '33 ACT") AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT WITH RESPECT THERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE '33 ACT AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE SHALL HAVE BEEN DELIVERED TO THE CITY OF OMAHA PRIOR TO TRANSFER, ASSIGNMENT, SALE OR HYPOTHECATION AN OPINION OF COUNSEL, SATISFACTORY TO THE CITY OF OMAHA TO THE EFFECT THAT REGISTRATION UNDER THE '33 ACT IS NOT REQUIRED. REDEVELOPMENT PROMISSORY NOTE $5,994,326.00 C , 2021 FOR VALUE RECEIVED, the undersigned, City of Omaha ereinafter known as "Borrower"), promises to pay Blackstone Plaza LLC, 450 Regency Parkway, Suite 200, Omaha, NE 68114, Attention: John F. Lund, Manager ("Holder"), and/or its assigns, the principal sum of Five Million Nine Hundred Ninety Four Thousand Three Hundred Twenty Six and No/100 Dollars ($5,994,326.00), together with interest thereon at the rate of 4.0% per annum from January 1st of the year ad valorem real estate taxes levied upon the Redevelopment Site are divided in accordance with Section 1.5 of the Redevelopment Agreement until paid in full. The principal balance and interest thereon shall be due and payable to the Holder of this Redevelopment Promissory Note as and at such time as any excess ad valorem taxes generated by the Redevelo rent Project as set forth in that certain Redevelopment Agreement dated the 1 day of , 20 2) , by and between the Borrower and the Holder (the "Redevelopment Agreemn ") are collected by the Borrower and available for the retirement of this debt. In the event of default under this Redevelopment Promissory Note, all sums secured by this Redevelopment Promissory Note or any other agreement securing this Redevelopment Promissory Note shall bear interest at a rate equal to five percent (5%) above the prime rate as published by the Wall Street Journal from time-to-time; however, in the event said interest rate exceeds the maximum rate allowable by law, then such rate of interest shall equal the highest legal rate available. The Borrower may prepay the principal amount outstanding in whole or in part, without penalty or the prior consent of the Holder. In the event the monies collected and held in that special fund established under Section 18-2147 of the Nebraska Revised Statutes and pursuant to the Redevelopment Agreement are insufficient to pay in full all amounts due and owing after all excess ad valorem taxes generated by the Redevelopment Project, as set forth in the Redevelopment Agreement, have been collected by the Borrower and paid, immediately upon being available, towards the retirement of the amounts due hereunder, then the Holder shall waive any unpaid portion of the principal and interest due. In the event this Redevelopment Promissory Note is referred to an attorney for collection the Holder shall be entitled to reasonable attorney fees allowable by law and all court costs and other expenses incurred in connection with such collection. - 1 - The Borrower shall be in default in the event the Borrower shall fail to pay, when due, any amount required hereunder. Demand, presentment, protest and notice of nonpayment under this Redevelopment Promissory Note are hereby waived. No delay or omission on the part of the Holder in exercising any remedy, right or option under this Redevelopment Promissory Note shall operate as a waiver of such remedy, right or option. In any event, a waiver on any one occasion shall not be construed as a waiver or bar to any such remedy, right or option on a future occasion. Any notice provided for in this Redevelopment Promissory Note to the Borrower or the Holder shall be in writing and shall be given by regular mail to the Holder or Borrower, or at such other address as either party may designate by notice in writing. This Redevelopment Promissory Note shall be governed by and construed in accordance with the Laws of the State of Nebraska. All payments hereunder shall be payable in lawful money of the United States of America and shall be legal tender for public and private debts at the time of payment. CITY OF OMAHA, a Municipal Corporation By: 3-7? ZCS-t Mayor of the City of Omaha Date ATTEST: APPROVED AS TO FORM: �Z�ZCSZ1 7/Ze/L�/ City Clerk of the Cit Omaha Date Assist ity ! orn Date - 2 - EXHIBIT "C" Legal Description of Redevelopment Site—see following page(s) Blackstone Plaza Building —3555 Farnam Street—Legal Description LOTS TWENTY(20),TWENTY-ONE(21),TWENTY-TWO (221,TWENTY-THREE(23),TWENTY-FOUR(24)AND TWENTY- FIVE (25), BLOCK TWO (2), REED'S FIFTH ADDITION TO THE CITY OF ONIAHA, AS SURVEYED, PLATTED AND RECORDED, DOUGLAS COUNTY, NEBRASKA.ALSO THE WEST 48.20 FEET OF SUB-LOT THREE(3),ALL OF SUB-LOTS FOUR (4), FIVE (5), AND SIX (B) IN TAX LOT ELEVEN (11) IN THE SOUTHWEST QUARTER OF TH.E NORTHWEST OJJARTER(SW 1/4 NW 1/4)OF SECTION TWENTY-ONE(21),TOWNSHIP FIFTEEN(15)NORTH,RANGE THIRTEEN(13) EAST OF THE SIXTH PRINCIPAL MERIDIAN IN THE CITY OF OMAHA,DOUGSLAS COUNTY,NEBRASKA.AND THAT PART OF SUB-LOTS TWO(2)AND THREE(3)IN SAID TAX LOT ELEVEN(11;1,141ORE PARTICULARLY DESCRIBED A5 FOLLOWS: BEGINNING AT THE COMMON NORTH CORNER OF LOTS NINETEEN O9)AND TWENTY(20), IN BLOCK TWO(2) IN SAID REED'S FIFTH ADDITION,THENCE WEST ALONC THE SOUTH LINE OF THE SAID SUB-LOTS TWO (2)AND THREE (3)A DISTANCE OF 55.1 FEET;THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF SAID SUB-LOT THREE (3)A DISTANCE OF 4.54 FEET;THENCE EAST TO A POINT WHICH IS 4.25 FEET NORTH OF THE POINT OF BEGINNING ON A NORTHERLY EXTENSION OF THE COMMON LOT LINE OF SAID LOTS NINETEEN(19)AND TWENTY(213),BLOCK TWO(2);THENCE SOUTH TO THE POINT OF BEGINNING. MISC Inst.#2021062180,Pg:1 of 87 Rec Date:05/12/2021 14:52:02.127 Fee Received:$526.00 Electronically Recorded By:MLS Douglas County,NE Assessor/Register of Deeds DIANE L.BATTIATO DECLARATION OF CONDONIINIUM TOGETHER WITH COVENANTS, CONDITIONS AND RESTRICTIONS FOR BLACKSTONE PLAZA CONDOMINIUMS Inst.#2021062180,Pages: 2 of 87 DECLARATION OF CONDOMINRIM TOGETHER WITH COVENANTS,CONDITIONS AND RESTRICTIONS FOR THE BLACKSTONE PLAZA CONDOMINIUMS THIS DECLARATION OF CONDOMINIUM TOGETHER WITH COVENANTS, CONDITIONS AND RESTRICTIONS FOR BLACKSTONE PLAZA CONDOMINIUMS is made as of this day of 2021,pursuant to the Nebraska Condominium Act,Neb.Rev.Stat§76-825 et seq.,and amendments thereto(the"Act"),by Blackstone Plaza LLC, a Nebraska limited liability company and Dansam II,LLC, a Nebraska limited liability company(together,the"Declarant"). RECITALS: A. The Declarant is the fee simple owner of the Land(herein defined),the Buildings (herein defined),and all improvements and appurtenances thereto. B. The Declarant does hereby grant and establish for the Land a condominium. DECLARATION: NOW,THEREFORE,the Declarant hereby declares that the Condominium Project is and shall be held,conveyed,mortgaged,encumbered,leased,used,occupied and improved subject to the following limitations,covenants,obligations,restrictions,conditions,reservations,easements, liens,charges,and assessments,all of which are established in order to carry out a general plan for the development,improvement,sale,Ownership and use of the Units for the purposes set forth herein pursuant to the Act and each of which shall constitute covenants running with the land and shall bind and inure to the benefit of the Declarant,each Owner of a Unit,and all parties who now have or may hereafter acquire any right,title or interest in the Condominium Project or any part of the Condominium Project,whether as sole owners,joint owners,tenants by the entireties,tenants in common,or otherwise,as well as their respective heirs,successors,executors, administrators and assigns. ARTICLE I-DEFINITIONS As used in this Declaration,unless the context otherwise requires,the following terms shall have the meanings set forth below: Section 1.1 "Act"shall mean the Nebraska Condominium Act,Neb.Rev.Stat.§76-825 et seq.,as may be amended from time to time or any applicable statutes that may be enacted in the future with respect to the Ownership,operation and administration of condominium-type projects. Section 1.2 "Allocated Interests"means the Common Element Interests,the Common Expense Liability and the votes in the Association allocated to each Unit by this Declaration. Inst.#2021062180,Pages:3 of 87 Section 1.3 "Articles" and "Articles of Incorporation" shall mean the Articles of Incorporation, filed with the Nebraska Secretary of State, incorporating the Association as a Nebraska non-profit corporation,as amended from time to time. Section 1.4 "Assessments"means the assessments, special assessments, and Special Unit Expenses levied pursuant to ARTICLE VII. Section 1.5 "Assessment Lien"means the lien granted to the Association by the Act and this Declaration to secure the payment of Assessments,monetary penalties and other fees and charges owed to the Association. Section 1.6 "Assessment Commencement Date" shall be the date on which the Declarant transfers title to Units 5 and 6 to the Unit 5 and 6 Owners. Section 1.7 "Association" shall mean Blackstone Plaza Condominium Association, Inc.,a Nebraska non-profit corporation,which is the entity that shall administer this Condominium Project,and the Members of which shall consist of all of the Owners. Section 1.8 "Board"or"Board of Directors"shall mean the Board of Directors of the Association,which is the Executive Board under the Act. Section 1.9 `Buildings"means the buildings which comprise Units, as shown on the Plats and Plans. Section 1.10 "Bylaws"shall mean the Bylaws of the Association,as may be amended from time to time. Section 1.11 "City"shall mean the City of Omaha,Nebraska. Section 1.12 "Common Corridor"shall mean those parts of the Common Elements that include any corridor or walkway in or between the Buildings or the Units,which provides access between the Buildings and the Units. Section 1.13 "Common Elements"means all portions of the Condominium other than the Units. Section 1.14 "Common Element Interest" shall mean the percentage assigned to each Unit that establishes such Unit's and its Owner's undivided interest in the Common Elements and liability for Common Expenses as further described in Section 2.9D below(as may be amended) and Membership Interests and voting power as among all Units and further described in Section 3.3 below. Section 1.15 "Common Expense Liability" shall mean the Iiability for Common Expenses assessed to each Unit and its Owner,which shall be in accordance with such Unit's Common Element Interest. Section 1.16 "Common Expenses"means the actual costs or expenses incurred or to be incurred by the Association or financial liabilities of the Association including,but not limited to, 2 Inst.#2021062180,Pages:4 of 87 the following: A. the cost of maintenance, management, operation,repair and replacement of the Common Elements and all other areas within the Condominium which are maintained by the Association; B. the cost of management and administration of the Association,including,but not limited to, compensation paid by the Association to managers, accountants, attorneys,architects and employees; C. the cost of any common utilities,landscaping,and other services benefiting the Unit Owners and their Units to the extent such services are paid for by the Association; D. the cost of fire,casualty,liability,worker's compensation,director and officer,and other insurance maintained by the Association as provided in this Declaration; E. reasonable reserves as deemed appropriate by the Board or required by the Condominium Documents; F. the cost of bonding of the directors,officers and employees of the Association,any professional managing agent or any other Person handling the funds of the Association; G. amounts paid by the Association for the discharge of any lien or encumbrance levied against the Common Elements or portions thereof not otherwise the responsibility of an Owner; H. any cost incurred by the Association in furtherance of the purposes of the Association,the discharge of the obligations imposed on the Association by the Condominium Documents or the Act or the exercise by the Association of any of the powers or rights granted to the Association by the Condominium Documents or the Act;and I. allocated costs and expenses under the Master Declaration, J. but excluding any of the foregoing to the extent otherwise specifically allocated herein to one Unit or Owner. Section 1.17 "Condominium Documents" means this Declaration, the Plat and the Articles,Bylaws,and Rules. Section L18 "Condominium Project" or"Condominium"shall mean, collectively, the Land,the Buildings,all other improvements and structures on the Land,all easements,rights and appurtenances belonging thereto,and all personal property of the Association intended for use in connection therewith. Section 1.19 "Declarant"shall mean Blackstone Plaza LLC,a Nebraska limited liability company and Dansam II,LLC,a Nebraska limited liability company,and their successors and any 3 Inst.#2021062180,Pages:5 of 87 Person to whom they may transfer any Special Declarant Right by a Recorded instrument. Section 1.20 "Declarant Tower" shall mean the 15 story office/retail/restaurant tower within Units 1 and 2. Section 1.21 "Declarant Units"means Units 1,2,3 and 4. Section 1.22 "Declarant Units Exterior Portion" shall have the meaning given to it in Section 9.5 below. Section 1.23 "Declaration" means this Declaration of Condominium Together With Covenants,Conditions and Restrictions for Blackstone Plaza Condominiums,as amended from time to time and Recorded with the Recording Office. Section 1.24 "Development Right"means any right or combination of rights to do any of the following(and no other rights): A. Add,real estate to the Condominium; B. Create easements,Units,Common Elements or Limited Common Elements within the Condominium; C. Subdivide Units, convert Units into Common Elements or convert Common Elements into Units; D. Make the Condominium part of a larger condominium or planned community; E. Remove Units owned by Declarant from the Condominium Project. Section 1.25 "First Mortgage"means any mortgage or deed of trust on a Unit with first priority over any other mortgage or deed of trust on the same Unit. Section 1.26 "First Mortgagee"means the holder of any First Mortgage. Section 1.27 "Identifying Number"means the number or symbol shown on the Plat that identifies a particular Unit. Section 1.28 "Land"shall mean the land legally described on Exhibit A attached hereto and incorporated herein by reference, located in Omaha, Douglas County, Nebraska, and all incidents thereto or interests therein. The Land generally consists of the land directly under the Buildings,and all access,landscaping and common use areas around the Buildings. Section 1.29 "Lessee"means any Person who is the tenant or lessee under a written lease of a Unit or any portion thereof. Section 1.30 "Limited Common Elements"means a portion of the Common Elements specifically designated in this Declaration or in the future as a Limited Common Element and allocated by this Declaration or by operation of the Act for the exclusive use of one or more but fewer than all of the Units,and shown generally on Exhibit C. 4 • Inst.#2021062180,Pages:6 of 87 Section 1.31 "Manage?' shall mean a Person who may be engaged by the Board to perform or direct the day-to-day operation and maintenance of the Common Elements of the Condominium Project. Each Owner may engage a separate sub-manager for its Unit. Section 1.32 "Member"shall mean each member of the Association,which shall consist of and be limited to all of the Owners(including any sub-association deemed to be one(1)Owner pursuant to Section 2.6 below). Section 1.33 "Membership Interest" shall mean each Unit Owner's interest in the Association as a Member with respect to voting and control of the Association and shall be determined in proportion to such Unit's total square feet as compared to the total square feet of the Condominium Project,which percentages are stipulated to be 73.17%for Unit 1, 6.02%for Unit 2,6.85%for Unit 3,0%for Unit 4, 13.14%for Unit 5,and 0.80%for Unit 6. The Membership Interests in the Association shall therefore be: Unit 1: 73.17% Unit 2: 6.03% Unit 3: 6.85% Unit 4: 0% Unit 5: 13.14% Unit 6: 0.80% Section 1.34 "Occupant"shall mean a Person lawfully residing or conducting business in a Unit as an Owner,Lessee,otherwise. Section 1.35 "Owner"or"Unit Owner"means the record owner,whether one or more Persons,of beneficial or equitable title(and legal title if the same has merged with the beneficial or equitable title)to the fee simple interest of a Unit,including by way of example, a long-term (forty(40)years or longer)easement. Unit Owner shall not include Persons having an interest in a Unit merely as security for the performance of an obligation,or any Lessee of a Unit for less than forty(40)years. Unit Owner shall include a purchaser under a contract for the conveyance of real property, a contract for deed, a contract to convey,an agreement for sale or any similar contract. Unit Owner shall not include a purchaser under a purchase contract and receipt,escrow instructions or similar executory contracts which are intended to control the rights and obligations of the parties to executory contracts pending the closing of a sale or purchase transaction where the conveyance of the title to the Unit is contemplated to occur sooner than twelve(12)months. In the event of a dispute the decision of the Board shall be final. In the case of Units the fee simple title to which is vested in a trustee pursuant to Neb.Rev.Stat.§76-1001,et seq,the Trustor shall be deemed to be the Unit Owner. Section 1.36 "Ownership"shall mean the holding of a Unit in the form of fee simple title, or a lease for a period of forty(40)years or longer or an easement for a period of forty(40)years or longer by the lease or easement holder may exercise all rights of a fee simple title holder, including by way of example,and not as a limitation,the absolute right to lease,rent,charge for use,restrict access,and similar real property rights. Section 1.37 "Person"shall mean any natural person,trust,partnership,limited liability 5 Inst.#2021062180,Pages: 7 of 87 company,corporation,estate,business trust,association,joint venture,government,governmental subdivision or agency or other legal entity. Section 1.38 "Plats and Plans" shall mean the Plats and PIans shown in Exhibit B, attached hereto. Section 1.39 "Private Ways"shall mean all roads,driveways,lanes,sidewalks,surface parking areas and other surface ways commonly used for vehicular or pedestrian traffic,as now or hereafter located on the Land or adjacent to the Condominium Project,whether public or private. Section 1.40 "Recording Office" shall mean the Office of the Register of Deeds of Douglas County,Nebraska and"Recorded"means having been so placed of public record. Section 1.41 "Released Party"and"Releasing Parties"shall have the meaning given to it in Section 6.5B below. Section 1.42 "Outdoor Patio"shall mean any exterior area of Units 1 or 2 that may be used as an amenity by tenants of the Declarant Units. Section 1.43 "Rules"means the rules and regulations adopted by the Board of Directors consistent with this Declaration,as amended from time to time. Section 1.44 "Special Declarant Rights"means any right or combination of rights to do any of the following(and no other rights): A. Construct improvements provided for in this Declaration or shown on the Plats and Plans; B. Exercise any Development Right; C. Maintain sales offices, management offices, models, and signs advertising the Condominium;and D. Use easements through the Common Elements for the purpose of making improvements within the Condominium. Section 1.45 "Special Unit Expenses"shall have the meaning given to it in Section 2.20 and Section 7.1C below. Section 1.46. "State"shall mean the State of Nebraska. Section 1.47 "Sub-Unit"shall mean a portion of a Unit intended for occupancy as a single unit or commercial business. Section 1.48 "Unit" or "Units" means a portion of the Condominium designated for independent Ownership or occupancy and includes Units 1 through 6.The boundaries of each Unit are described in Section 2.8 below and are shown on the Exhibit B. Section 1.49 "Unit 1,""Unit 2,""Unit 3,""Unit 4,""Unit 5,"and"Unit 6,"means the 6 Inst.#2021062180,Pages:8 of 87 Units as depicted on Exhibit B. Section 1.50 "Unit Common Expenses"shall mean the Common Expenses specifically allocated herein to an Owner of a Unit. Section 1.51 "Unit 5 Exterior Portion"shall have the meaning given to it in Section 9.6 below. ARTICLE II-DESCRIPTION OF THE CONDOMINIUM PROJECT Section 2.1 Name. The official name of the Condominium Project is `Blackstone Plaza Condominiums",but it may be marketed by the Declarant or otherwise generally known by another name designated by the Declarant,including,without limitation,"Blackstone Plaza". The Condominium Project the mixed-use project being developed by the Declarant or its affiliates and known as`Blackstone Plaza". Section 2.2 Name of Association.The name of the Association is Blackstone Plaza Condominium Association,Inc. Section 2.3 Submission of Condominium Project to the Act. The Declarant hereby submits the Condominium Project to the provisions of the Act, subject to the reservations, restrictions,easements and Assessments contained in this Declaration,the Articles,and the Bylaws (including any and all supplements and amendments thereto which may be duly adopted from time to time). Section 2.4 Consent and Subordination of Lender. The existing senior mortgage lender to the Declarant is Kiev.it Corporation,and the Consent and Subordination to the Condominium Declarant and Project of the senior mortgage lender is attached as Exhibit F. Section 2.5 Plats and Plans.The Plats and Plans shall contain all information required by the Act. Section 2.6 Maximum Number of Units. The Condominium Project shall initially consist of six(6)Units. The Declarant Units shall be commercial,retail and office space together with garage parking,ancillary space,amenities and improvements in connection therewith. Unit 5 shall be office space,ancillary space,amenities and improvements in connection therewith. Unit 6 shall consist of a data room structure. The Owner of the Declarant Units and the Owner of Unit 5 shall have the right, in their discretion, at any time and from time to time to subdivide their respective Units into Sub-Units,provided however,if a Unit is subdivided there shall at all times be,with respect to that Unit, only one(1)Unit 1 for purposes of this Declaration. In the event the Declarant Units or any of them are subdivided into more than one condominium unit,the Owner of any such unit shall cause a sub-association to be established to govern the sub-condominium created by such subdivision, in which event such sub-association shall be deemed the sole "Owner" of the subdivided Unit for purposes of this Declaration and the other Condominium Documents.Any and all costs or expenses related to subdividing any Unit shall be borne by the Owner of such Unit and shall in no event be passed through to any other Unit Owner as an Assessment hereunder. 7 Inst.#2021062180,Pages:9 of 87 Section 2.7 Identifying Numbers of Units. The Identifying Numbers of the Units are shown on the Plats and Plans. Section 2.8 Unit Boundaries. A. The exterior boundaries of each Unit shall be as shown on the Plats and Plans, including the exterior,finished surfaces of the perimeter walls,floor,ceiling,doors and windows of the Unit. To the extent the exterior, finished surfaces of the perimeter walls of each Unit are or become inconsistent with the exterior boundaries of each Unit as shown on the Plats and Plans,the exterior, finished surfaces of the perimeter walls,as constructed,modified and relocated from time to time,shall constitute the exterior boundary of each Unit. B. Each Unit shall include openings and outlets of all utility installations in the Unit. All lath,furring,wallboard,plasterboard,plaster,paneling,tiles,wallpaper,paint, finished ceilings,finished flooring and any other materials constituting any part of the finished surfaces of the walls or floor are part of the Unit.All spaces,interior partitions and other fixtures and improvements (including, but not limited to, chutes,flues,wires,conduits,heating and air conditioning units,hot water heaters, gas,cable,television,communications equipment,water and electric pipes,lines or meters)within the boundaries of a Unit and which serve only the Unit are part of the Unit,any such fixtures or improvements located within the boundaries of a Unit but which serve more than one Unit,if any,are part of the Common Elements,and any such fixtures or improvements located within the boundaries of a Unit but which serve only other Units are part of the Limited Common Elements attributable to such other Units. C. In the event of any inconsistency or conflict between the provisions of this Section and the Plats and Plans in regard to the description of the boundaries of the Unit, this Section shall control. Section 2.9 Common Elements,Allocation of Common Element Interest and Common Expense Liability. A. The Common Elements shall mean the entire Condominium Project,excluding the Units,but specifically including,without limitation,the following areas: 1. All footings, foundations, columns, girders,beams, supports and bearing walls not otherwise included within the Unit boundaries; 2. The Common Corridor. The Common Corridor may be relocated or remodeled by the Owner of Unit 1 from time to time, provided that the Owner of Unit 1 (i) constructs the relocated Common Corridor in compliance with the fire protection laws and the building and safety codes of the City,(ii)uses finishes consistent with Class A mixed-use buildings within the City,(iii)pays all costs and expenses incurred in connection with such relocation, and (iv) causes both the Plats and Plans and Exhibit D attached hereto to be amended to reflect such relocation,in accordance with 8 Inst.#2021062180,Pages: 10 of 87 Section 11.2 and Section 113 below; 3. All shared HVAC, sewer data, and other utility lines, apparatus and installations to the extent in common use; B. The undivided interests in the Common Elements are vested in the Unit Owners as allocated herein,and the Common Elements shall be maintained by the Association or the Owners as provided in this Declaration. No Owner or any other Person shall bring any action for receivership (excluding any action brought by a First Mortgagee),partition or division of any part of the Common Elements,unless the Condominium Project has been removed from the provisions of the Act as provided in the Act and this Declaration. None of the Common Elements shall be subject to partition or division, except as provided in the Act and this Declaration. Any purported conveyance,encumbrance,judicial sale or other voluntary or involuntary transfer of an undivided interest in the Common Elements or Limited Common Elements,which is made apart from the conveyance,encumbrance,sale or transfer of the Unit or Units to which that interest is assigned or appurtenant,shall be void and of no effect. C. Except as otherwise provided in this Declaration,the Association shall maintain, repair,replace and remove all Common Elements and assess the costs thereof to the Unit Owners as Common Expenses. D. Each Unit is allocated the applicable Common Element Interest and Common Expense Liability related thereto(as set forth in and subject to Section 2.19 below and other provisions herein) in proportion to such Unit's total square feet as compared to the total square feet of the Condominium Project,which values for the Common Element Interests are stipulated to be 48.95%for Unit 1,4.03%for Unit 2,4.58% for Unit 3, 33.1%for Unit 4, 8.79%for Unit 5, and 0.54%for Unit 6. Each Unit's Common Element Interest shall be an undivided interest, and the Common Elements shall be owned by the Unit Owners as tenants in common in accordance with their respective percentages of interest. The Ownership of each Unit shall not be conveyed separate from the Common Element Interest allocated to such Unit. The Common Element Interest allocated to any Unit shall always be deemed conveyed or encumbered with any conveyance or encumbrance of that Unit,even though the legal description in the instrument conveying or encumbering the Unit may refer only to the fee title to the Unit. E. If,at any time,Declarant learns that any portion(s)of the Condominium currently designated as Common Element(s) serve(s) a single Unit,Declarant shall amend this Declaration to remove the affected portion(s)from the Common Elements and attach it/them to the Unit that it/they serve(s). Prior to amending the Declaration, Declarant shall give all Owners at least thirty (30) days' written notice of the proposed amendment. Upon recording of the amendment after the thirty-day notice,the portion(s)removed from the Common Elements will become a part.of the Unit to which it/they is/are attached as described in the amendment. 9 Inst.#2021062180,Pages: 11 of 87 F. If,at any time,Declarant learns that any portion(s)of the Condominium currently designated as Common Element(s) serve(s) more than one but not all Units, Declarant shall amend this Declaration to remove the affected portion(s)from the Common Elements and redesignate them as Limited Common Elements attributable to the Units it/they serve. Prior to amending the Declaration,Declarant shall give all Owners at least thirty (30) days' written notice of the proposed amendment. Upon recording of the amendment after the thirty-day notice, the portion(s)removed from the Common Elements will become Limited Common Element(s)of the Units it/they serve as described in the amendment,and the costs of such Limited Common Element(s) shall be borne by the Unit Owners as described in section 2.10 of this Declaration. Section 2.10 Limited Common Elements. A. Certain parts of the Common Elements, designated as "Limited Common Elements,"shall be set aside and reserved for the exclusive use of the Owner(s)of specific Unit(s). The respective Owner(s)shall have an exclusive easement for the use of such Limited Common Elements designated as Limited Common Elements on the Plats and Plans or in this Declaration. Any apparatus or improvement designed to serve a single Unit,but located outside of the boundaries of the Unit,is a Limited Common Element for that Unit exclusively. B. Ordinary maintenance and non-capital repair of the Limited Common Elements shall be performed by,and at the cost of,the Owner of the Unit to which the Limited Common Element is attributable pursuant to Section 4.2 below. Capital repairs of the Limited Common Elements shall be performed by the Association but the costs shall be allocated proportionately between the Units benefitting from the use of the Limited Common Element. Removal or replacement of a Limited Common Element shall be subject to prior written consent of the Association;and then any such removal or replacements shall be at the applicable Unit Owner's sole cost and expense and in conformity to this Declaration. C. The following portions of the Common Elements are Limited Common Elements allocated to the exclusive use of one Unit as follows: 1. Any chute,flue,pipe,duct,wire,conduit or other fixture(including,but not limited to,heating and air conditioning units and related equipment serving only that Unit, solar energy systems or devices and natural gas, cable television, communications equipment; water and electric pipes,lines or meters), structural support columns, vehicular entry/exit ramps, and pedestrian walkways located outside of the boundaries of a Unit, which serve only one Unit are a Limited Common Element allocated solely to the Unit served;and, 2. If a chute,flue,pipe,duct,wire,conduit or other fixture(including,but not limited to,heating and air conditioning units and related equipment serving only that Unit, solar energy systems or devices and natural gas, cable 10 Inst.#2021062180,Pages: 12 of 87 television, communications equipment, water and electric pipes, lines or meters), structural support columns, vehicular entry/exit ramps, and pedestrian walkways,elevators and stairs,lies partially within and partially outside the designated boundaries of a Unit, the portion outside the boundaries of the Unit which serve only the Unit is a Limited Common Element allocated solely to the Unit. D. The Outdoor Patio is a Limited Common Element reserved to the exclusive use of Units 1 and 2. E. All Limited Common Elements must be used in accordance with the Declaration and the Rules. Notwithstanding the foregoing,in no event shall the Rules:limit the days or times of use of any portion of the Limited Common Elements without the applicable Unit Owner's consent. F. A Limited Common Element may be reallocated by an amendment to this Declaration. The amendment shall be executed by the Owners between or among whose Units the allocation is made, shall state the manner in which the Limited Common Elements are to be reallocated and,before the amendment is Recorded, shall be submitted to the Board of Directors. Unless the Board of Directors determines within thirty(30)days that the proposed amendment is unreasonable, which determination shall be in writing and specifically state the reasons for disapproval,the Association shall execute its approval and record the amendment in the Recording Office. G. The Association shall have the right to allocate as a Limited Common Element any part of the Common Elements which has not previously been allocated as a Limited Common Element.Any such allocation shall be made by an amendment to this Declaration and the Plats and Plans,executed by the Association. Section 2.11 Ownership. Each Unit,together with its Common Element Interest,shall for all purposes constitute real property. A Unit shall be,or be treated as,a fee simple estate and may be held and owned by any Person or Persons singularly,as joint tenants,as tenants in common, or in any other real property Ownership relationship recognized under the laws of the State or as defined in thii Declaration. Section 2.12 Inseparability of a Unit. Each Unit,the Common Element Interest of that Unit,and the appurtenant Limited Common Elements shall together comprise one Unit,shall be inseparable,and may be conveyed,leased,devised or encumbered only as one Unit. No Unit may be partitioned or in any way separated from the Condominium Project, except as otherwise expressly provided in this Declaration(including,without limitation,Section 2.6 above)or in the Act. No Unit may be subdivided into multiple Units,other than by the Declarant with the written consent of the Owner of the affected Unit or by the Owner of the Unit with the written consent of the Board. Section 2.13 Exclusiveness of Ownership, Each Owner shall be entitled to exclusive Ownership and possession of its Unit. Subject to this Declaration, each Owner may use the 11 Inst.#2021062180,Pages: 13 of 87 applicable Common Elements and the applicable Limited Common Elements in accordance with the purposes for which they are intended,without hindering or encroaching upon the lawful rights of the other Owners. Section 2.14 Legal Description of Units. A description of a Unit in Exhibit B which sets forth the Unit name or number,the recording data for this Declaration,and references the Common Element Interest of such Unit is a sufficient legal description of the Unit and all rights,obligations, and interests,appurtenant to the Unit which was created by this Declaration,provided however, the Common Element Interest of a Unit shall be deemed conveyed or encumbered with the Unit even though such interest is not expressly mentioned or described in the conveyance or other instrument. Section 2.15 Unit as Separate Tax Parcel.Each Unit pursuant to Neb.Rev.Stat.§76-829, shall be deemed to be a parcel and shall be subject to separate assessment and taxation by each tax assessing governmental body and special district for all types of taxes and assessments authorized by law,including,but not limited to,general ad valorem taxes and special assessments. Section 2.16 Encroachments. A. If any portion of the Common Elements encroaches upon,in or through a Unit or Units, or if a Unit encroaches upon, in or through the Common Elements or the other Unit, whether as a result of construction, reconstruction, repair, shifting, settlement or other movement of any portion of the improvements,a valid easement for the encroachment and for the maintenance of the same,shall and does exist. A valid easement also exists with respect to that portion of the Common Elements occupied by any part of a Unit not contained within the physical boundaries of such Unit,including,but not limited to,space occupied by heating and air conditioning equipment,utility lines,satellite dishes,and similar equipment which serves only one Unit. For title or other purposes,such encroachments and easements shall not be considered or determined to be encumbrances either on the Common Elements or the Units. B. None of the rights and obligations of the Owners created by this Declaration or by the various deeds or other instruments creating Ownership of the Units shall be altered in any way by encroachments attributable to the shifting or settling of the Buildings or any other cause. There shall be valid easements for the maintenance of such encroachments so long as they exist;provided,however,that in no event shall a valid easement be created in favor of any Owner if said encroachment occurred due to the willful conduct of such Owner in violation or breach of this Declaration. Section 2.17 Private Ways. All Private Ways shall be private ways,and no dedication to the public of such ways for vehicular and pedestrian traffic is intended. The Private Ways, sidewalks and landscaping shall be maintained,repaired and replaced by the Association. Section 2.18 Mechanics' and Materialmen's Liens. No labor performed or materials furnished and incorporated in a Unit,notwithstanding the consent or request of the Owner,its 12 Inst.#2021062180,Pages: 14 of 87 agent,contractor or subcontractor,shall be the basis for filing a lien against the Common Elements (other than the Unit's Common Element Interest). Each Owner shall indemnify,defend and hold harmless each of the other Owners and the Association from and against all losses,damages,costs and expenses,including,without limitation,reasonable attorneys'fees and settlement payments, arising from any lien against the Unit of any other Owner or against the Common Elements for construction performed or for labor, materials, services or other products incorporated in the indemnifying Owner's Unit at such Owner's request. Section 2.19 Common and Limited Common Expense Liability. A. Notwithstanding the Common Element Interest allocations set forth in Section 2.9D above or any other provision of this Declaration to the contrary,the allocation of the Common Expense Liability, which shall commence following the initial construction of the applicable area and issuance of a final certificate of occupancy for the applicable Unit,is set forth as follows: UNITS COMMON and APPLICABLE PARTY RESPONSIBLE LIMITED COMMON COMMON ELEMENT FOR PERFORMANCE EXPENSE LIABILITY OR COMMON EXPENSE Units 1,2 and 3 86.05% - Shared trunk or shared Association Unit 5 13.14% branch utility (including Unit 6 0.80% without limitation sewer, water, gas, cable, shared fire command systems), HVAC components, data lines, and other utility components,if applicable, provided however, any increased costs related to specific use by a Unit (such as grease or food congestion in sewer lines in connection with a restaurant use) shall be attributed to solely to such Unit. Unit 3 34.27% The structure containing I Association Unit 5 65.73% Unit 5,and that pant of Unit 3 located beneath Unit S: • floor slab beneath Unit 3, • structural components; • concrete and columns • roof above Unit 5, 13 Inst.#2021062180,Pages: 15 of 87 • other connnon components as reasonably determined by the Association; • maintenance, repairs and replacement of the above. _ Units 1,2 and 3 100.00% Elevators and stairways Association located within Common • Elements located within the Declarant Tower and the Declarant Tower roof; and the Outdoor Patio _ Declarant Units As reasonably allocated All insurance premiums, Association • Unit 5 by the insurance broker deductibles and claims Unit 6 and Board that the Association procures to benefit the Units collectively or for any Unit and any Common Element. Units 1,2 and 3 100% Common Corridor initial Association remodel Units 1,2 and 3 86.05% Common Corridor Association Unit 5 13.14% ongoing maintenance, Unit 6 0.80% repair and future remodel All Units As reasonably allocated All Common Expenses Association by the Board. not otherwise described or allocated in this Declaration. B. Except as otherwise provided in this Section or elsewhere in this Declaration,the Common Element Interest of each Unit shall not be altered without the consent of all Owners expressed in an amendment to this Declaration duly Recorded. C. In the event one (1) or more of the Units are taken by condemnation, the proportionate interests of the remaining Owners in the Common Elements shall be readjusted appropriately,and appropriate amendments to this Declaration shall be made by the Association. In the event of any inconsistency or conflict between this Section 2.19 and Section 2.9D above or elsewhere in this Declaration, except, however, for the authority of'the Board of the Association as provided in Section 3.7,this Section 2.19 shall control. Section 2.20 Liability for Special Unit Expenses. In addition to their liability for Common Expenses which are allocated and paid as more fully set forth in this Declaration,Owners shall also pay any and all assessments by the Association for Special Unit Expenses in the amount attributable to their respective Units and Limited Common Elements as determined by the Board in its reasonable discretion. "Special Unit Expenses"may be based upon actual or esti9ated costs 14 Inst.#2021062180,Pages: 16 of 87 to the Association attributable to an Owner,upon independent billings of respective creditors,upon usage,estimated insurable values,insurance risks,on the basis of the ratio of the square feet of the affected Unit to the square feet of all Units in the aggregate,or on any other reasonable basis. Section 2.21 Compliance with Declaration. Articles, Bylaws, and Rules. Each Owner shall comply strictly with the provisions of this Declaration,the Articles,the Bylaws and the Rules of the Association adopted pursuant thereto,as the same may be lawfully amended from time to time. Failure to comply with any of the same shall be grounds for an action to recover damages or for injunctive relief,or both,maintainable by the Declarant,by the Association and/or,to the extent permitted by law,by an aggrieved Owner. Section 2.22 Special Declarant Rights. Declarant hereby reserves all Special Declarant Rights set forth in this Declaration and/or the Act,exercisable in accordance with the Act,which Special Declarant Rights shall continue until termination of the Condominium. ARTICLE III-THE ASSOCIATION Section 3.1 Organization. The Declarant has formed the Association as a nonprofit corporation,to provide for the maintenance and upkeep (or oversight thereof)of the Common Elements of the Condominium Project,to carry on the administration of the Association and the Condominium Project,and to provide such other services as its Members desire for their common benefit. Section 3.2 Membership. 'Each Owner shall be a Member of the Association. Membership Interests in the Association shall be appurtenant to and may not be separated from Ownership of the Unit, and transfer of Ownership of a Unit shall automatically transfer the Owner's Membership Interest in the Association to the transferee. The Membership Interest held by the Owner of a Unit shall not be transferred,pledged or alienated in any way,except upon the sale or disposition of the Unit,and then only to the purchaser or transferee of such Unit. Any attempt to make a prohibited transfer shall be void and of no effect,and shall not be reflected upon the books or records of the Association. Section 3.3 Classes of Membership and Voting Rights. A. There shall be only one class of membership which shall consist of the Owners of the Units and every such Owner shall be a Member. All voting rights shall be held by the Members. A Person who holds an interest merely as security for the performance of an obligation shall not be a Member by virtue thereof. B. The votes allocated to each Unit,which are exclusively based upon the Owners' respective Membership Interests in the Association,are as follows: as set forth in Section 1.33 herein. C. Common and Limited Common Element voting shall be as set forth in Section 2.9D herein. D. All of the votes allocated to a Unit must be cast as a block. The votes allocated to a Unit shall not be divided and cast separately. If only one of the multiple Owners 15 Inst.#2021062180,Pages: 17 of 87 of a Unit is present at a meeting of the Association,the Owner present is entitled to cast all of the votes allocated to that Unit.If more than one of the multiple Owners are present,all of the votes allocated to that Unit must be cast only in accordance with the agreement of a majority in interest of the multiple Owners. There is majority agreement if any one of the multiple Owners casts the votes allocated to that Unit without protest being made promptly to the natural person presiding over the meeting by any of the other Owners of the Unit. E. Members shall only be entitled to vote on the natural persons comprising the Board (as set forth in Section 3.5 below),amendments to this Declaration(as set forth in Section 11.2 below),and other matters where expressly set forth in this Declaration or as required by applicable law. Except for those voting rights,the Board shall have total control of the Association. F. Subject to the foregoing,the Association shall be the sole judge of the qualifications of each Member to vote and their rights to participate in its meetings and proceedings. G. The Board, from tone to time,may suspend the right of a Member to vote with respect to his or her Unit for failure to pay Assessments when due,or for failure to observe any of the terms of this Declaration,the Articles,the Bylaws or the Rules duly adopted by the Board from time to time. Section 3.4 Management. Subject to the provisions of applicable law,the management and administration of the.Condominium Project shall be governed and performed by the Association,acting in accordance with this Declaration,the Articles and the Bylaws. Section 3.5 Board of Directors. The Board shall be four(4)natural persons named and elected by the Unit Owners pro-rata in proportion to their respective Membership Interests. Notwithstanding the foregoing,the Owner of Unit 5 shall have the right to name one(1)director. Each of the Declarant and the Unit Owners shall have the right at any time to waive its right to select one or more directors or to vote in an election of directors. Section 3.7 Authority of Board. The Board shall have all authority to perform (or oversee the performance of,if to be performed by an Owner pursuant to Section 2.19 above or Section 4.2 below) the management, maintenance, repair, replacement, alteration and improvement of the Common Elements and to assess and collect funds for the payment thereof, and to do all things,and exercise all rights provided by the Act,this Declaration,the Articles and/or the Bylaws,that are not specifically reserved to the Owners or the Declarant. In addition to the powers granted by other portions of this Declaration or by law but subject to all of the limitations set forth in this Declaration,the Association,acting through the Board,shall have the power and authority to do and perform all such acts as may be deemed necessary or appropriate by the Board to carry out and effectuate the purposes of this Declaration,including,without limitation: A. To enforce, in the Association's name, any and all building, use or other restrictions,obligations,agreements,reservations or Assessments which have been or hereafter may be imposed upon any of the Units;provided,however,that this 16 Inst.#2021062180,Pages: 18 of 87 right of enforcement shall not serve to prevent waivers, changes, releases or modifications of restrictions, obligations, agreements or reservations from being made by the Association or other parties having the right to make such waivers, changes,releases or modifications under the terms of the deeds, declarations or plats in which such restrictions, obligations,agreements and reservations are set forth. The expense and cost of any such enforcement proceedings by the Association shall be paid out of the general funds of the Association, except as provided elsewhere in this Declaration. Nothing herein contained shalt be deemed or construed to prevent the Declarant or any Unit Owner from enforcing any building,use or other restrictions in its own name; B. To exercise control over the Common Elements,subject to the terms and conditions herein and senior rights of the Declarant or any governmental authority,utility or any other similar Person therein or thereto. C. To maintain the insurance more particularly described in ARTICLE VI below; D. To levy the Assessments and other charges which are provided for in this Declaration and to take all steps necessary or appropriate to collect such Assessments and charges; E. To enter into and perform agreements from time to time with the Declarant and other parties regarding the performance of services and matters benefiting both the Declarant and the Association and its Members and the sharing of the expenses associated therewith; F. To enter into and perform agreements with the Declarant,other developers,other owner associations, and other parties relating to the joint use, operation and maintenance of any common areas,whether in or outside the Condominium Project, and the sharing of expenses related thereto; G. To have employees as approved by the Board and otherwise engage the services of a Manager(s)to carry out and perform all or any part of the functions and powers of the Association,including, without limitation, keeping of books and records, operation and maintenance of Common Elements,and planning and coordination of activities; H. To engage the services of a security guard or security patrol service; To provide for the collection and disposal of rubbish and garbage within the Common Elements;to pick up and remove loose material,trash and rubbish of all kinds in the Common Elements;to provide snow and ice clearing; and to do any other things necessary or desirable in the judgment of the Board to keep any property in the Condominium Project neat in appearance and in good order; J. To exercise any architectural, aesthetic or other control and authority given and assigned to the Association in this Declaration or in any other deed,declaration or plat relating to all or any part of the Condominium Project; 17 Inst.#2021062180,Pages: 19 of 87 K. To make, amend and revoke reasonable Rules, restrictions and guidelines (including,without Iimitation,regarding the use of Common Elements),subject to the provisions of this Declaration,and to provide means to enforce such Rules and guidelines,including,without limitation,the establishment,levying and collection of monetary fines and other enforcement charges for violations of this Declaration and such Rules and guidelines. Notwithstanding the foregoing,the nonexclusive easement for each Unit with respect to the use of the Common Elements may be restricted or limited only on a temporary suspension basis because of the Owner's failure to pay Assessments or to abide by the Association's Rules for use of the Common Elements; L. To adopt and amend the Association's annual budget,notwithstanding anything in the Act to the contrary.Each of the Association's annual budgets must receive the approval of the Directors of the Board(and must be ratified by the Unit Owners,if required); M. To exercise such other powers as may be set forth in the Act,this Declaration or the Articles or Bylaws of the Association;and, N. To adjust the percentage allocations between the Units from time to time in a fair and equitable manner,to allocate the costs of shared services or utilities incurred as the result of special use or hours of operation of a Unit that would otherwise impose a disproportionate cost upon other Units that do not require the utilities or services if the allocation is based solely on the square footage of the Units. Section 3.8 Limitation on Liability. Neither the Association,the Board,the Declarant, the Unit Owners,the Manager,nor any of their respective employees,officers,directors,members, managers or other agents,nor any member of any committee of the Association shall be liable to any Owner or Occupant or to any other party, including the Association, for damage, loss or prejudice suffered or claimed on account of any act,omission, error or negligence of any such party,provided that such Person or party has acted in good faith,and without willful or intentional misconduct. Each party agrees to look solely to the interest of any Owner in its respective Unit and its partners,directors,officers,members,managers or shareholders shall never be personally liable for such judgment. Section 3.9 Delegation of Authority:Management Contracts. The Board may delegate all or any portion of its authority to a Manager(s),which may be the Declarant or the Owrfer of the Declarant Units or an affiliate of the Declarant or the Owner of the Declarant Units. This delegation of authority and responsibility to a Manager may be evidenced by one or more management contracts which may provide for the payment of reasonable arms'-length compensation to such Manager as a Common Expense,provided,however,that any agreement for management(i)shall be terminable by the Association for cause on not less than thirty(30)days' , written notice;(ii)shall be terminable by either party,without cause and without penalty,on not less than ninety (90) days' written notice; (iii)shall not exceed one year unless renewed by agreement of the parties for successive one-year periods; and (iv)shall be bona fide and commercially reasonable to the Association at the time entered into under the circumstances then prevailing. The Association also shall have the authority to enter into contracts with the Declarant, 18 Inst.#2021062180,Pages:20 of 87 the Unit 1 Owner,or an affiliate of the Declarant or the Unit 1 Owner for goods,services,or for any other thing, including, without limiting the generality of the foregoing, contracts for the providing of maintenance and repair services,provided the same are bona fide and commercially reasonable to the Association at the time entered into under the circumstances then prevailing. ARTICLE IV-MAINTENANCE AND REPAIR Section 4.1 Association Duties and Responsibilities. To the extent not the responsibility of a Unit Owner as provided in this Declaration,the Association shall,as a Common Expense,maintain and keep in good repair all Common Elements. Notwithstanding anything to the contrary herein,but subject to any applicable waiver or right of subrogation,the cost of repairs and replacements due to damage caused by the negligence or misconduct of an Owner or Occupant shall be a Special Unit Expense of the applicable Unit(s)owned or occupied by such Owner or Occupant. In connection with the foregoing,the Association shall: A. maintain,repair and replace all improvements constituting a part of the Common Elements not otherwise allocated hereunder as the responsibility of a Unit Owner; all common or shared fire suppression or sprinkler systems;all common or shared trunk and branch utility lines,and common sewer lines within the Condominium Project (including, without limitation, sanitary sewer service lines within each Building and from the applicable manhole or the point of connection at the main line to the entry point into the Building),if any;and all common or shared water meters and submeters,if any; B. in its discretion,establish,maintain and expend reserve funds for the future repair and replacement of the Common Elements;and C. diligently enforce all applicable warranties benefiting the Association and/or Common Elements for the benefit of the Owners. The Board,in its discretion,shall determine the scope and timing of the foregoing services and functions of the Association and shall determine the amounts of the foregoing reserves. Neither the Declarant,the Unit 1 Owner,nor the Association nor any member of the Board shall have any liability to any Owner,Occupant or other Person if the reserves established or maintained are inadequate. Notwithstanding the foregoing,annual Assessments for such reserves shall not exceed 10%of the Association's annual budget,nor shall the total accumulation of reserves at any time exceed an amount equal to the Association's annual budget,without unanimous consent of the Board. The Board,in its discretion,may cause the Association to provide other services for the Units that are not part of the required services described above. Except to the extent that a loss is actually covered by insurance proceeds from insurance maintained by the Association,the Association shall not have any responsibility to repair the interior of any Unit,or component thereof,or personal property within any Unit. Section 4.2 Owner Responsibilities. Each Owner shall repair and maintain in good condition at all times that Owner's Unit or Units, and all components thereof, owned by that Owner. Each Owner shall maintain its Unit and Limited Common Elements in a clean, safe, sanitary and attractive condition. 19 i Inst.#2021062180,Pages:21 of 87 A. Without limiting the generality of the foregoing, the repair and maintenance responsibility of an Owner shall include,without limitation: 1. repair,maintenance and replacement of all appliances,all plumbing fixtures and electrical fixtures,all sanitary sewer and utility lines within the Unit, and all other portions of the Unit,including without limitation,all windows and doors, including the frames, sashes and jambs, and the hardware therefor,and any storefronts or glass partitions;and, 2. providing for treatment of termite or other pest infestation of Units as necessary. B. In addition to the foregoing, the Owner of Unit 1 shall be responsible for the relocation of the Common Corridor from time to time,as permitted in Section 2.9A above. C. Without limiting the foregoing,the following maintenance and expenses shall be allocated as follows: Units 1 and All costs and expenses relating to the Units 1 and 2 as follows: 2 • floor slabs. • structural components. • the Outdoor Patio • all electrical and data equipment and lines specific to these Units. • equipment whose function exclusively benefits these Units • the Exterior Portion above ground. • the roof of Units_1 and 2. • all utility charges for natural gas,water,sewer,electricity,cable,television and other communications expenses, and other utilities used to benefit these Units. • Fees and expenses of a manager for these Units, • All Common Expenses not otherwise allocated herein. • Trash collection and disposal fees for waste generated by these Units, which may be contracted for independently from other Units and Common Elements. • All other costs associated with the ownership and operation of these Units not specially allocated in this Declaration or charged pursuant to a separate agreement between Unit Owners. 20 Inst.#2021062180,Pages:22 of 87 Unit 3 • floor slabs not beneath the footprint of Unit 5. • all electrical and data equipment and lines specific to this Unit. • equipment whose function exclusively benefits this Unit. • all utility charges for natural gas,water,sewer,electricity,cable,television and other communications expenses,and other utilities used to benefit this Unit. • Fees and expenses of a manager for this Unit. • All Common Expenses not otherwise allocated herein. • Trash collection and disposal fees for waste generated by the Unit,which may be contracted for independently from other Units and Common Elements. • All other costs associated with the ownership and operation of the Unit not specially allocated in this Declaration or charged pursuant to a separate agreement between Unit Owners. Unit 4 All costs associated with the ownership and operation of the Unit not specially allocated in this Declaration or charged pursuant to a separate agreement between Unit Owners. Unit 5 • floor slabs. ▪ structural components. • all electrical and data equipment and lines specific to this Unit. • equipment whose function exclusively benefits this Unit. • all utility charges for natural gas,water,sewer,electricity,cable,television and other communications expenses,and other utilities used to benefit this Unit. • Fees and expenses of a manager for this Unit. • All Common Expenses not otherwise allocated herein. • Trash collection and disposal fees for waste generated by the Unit,which may be contracted for independently from other Units and Common Elements. • All other costs associated with the ownership and operation of the Unit not specially allocated in this Declaration or charged pursuant to a separate agreement between Unit Owners. 21 Inst.#2021062180,Pages:23 of 87 Unit 6 • floor slabs. • structural components. • cost of utilities used in connection with the operation of Unit 6 as a Data center or otherwise,including,without limitation,electric,gas,water.fire retardant. • maintenance repair and replacement of all equipment specific to Unit 6 and including HVAC equipment Ideated within Unit 6 and on the roof of the structure above Unit 6 and all electrical lines and pipes for refrigeration and otherwise to and from Unit 6 to the roof whether located within Unit 6 or otherwise. • Fees and expenses of a manager for this Unit. • All Common Expenses not otherwise allocated herein. • • Trash collection and disposal fees for waste generated by the Unit,which may be contracted for independently from other Units and Common Elements. • All other costs associated with the ownership and operation of the Unit not specially allocated in this Declaration or charged pursuant to a separate agreement between Unit Owners. In the event an Owner fails to timely make a repair or replacement or perform any maintenance or cleaning required of that Owner, the Association may perform the applicable maintenance,repair,replacement or cleaning and the cost thereof(plus a reasonable overhead and supervisory fee)shall constitute a Special Unit Expense on such Owner's Unit and on such Owner. The determination of whether such maintenance,repair or cleaning is necessary shall be made by the Board. All replacements of items made by an Owner or the Association and visible from the exterior or the common hallways shall be made with comparable products approved by the Board. Section 4.3 Liability for Negligence or Misconduct. To the extent not covered and paid for by insurance maintained by the Association,whether because of a deductible,exclusion or otherwise, each Owner shall be liable to the Association or another applicable Owner for any damage to the Common Elements or another Unit which may be sustained by reason of the negligence or misconduct of,or a violation of this Declaration or the Rules of the Association by, the Owner,or its Occupants,guests,invitees,or animals,or by any toilet,sink or tub overflow,or ' any faulty appliance or equipment that is part of the Owner's Unit or by the Owner's or Occupant's failure to properly use or operate any garbage disposal or other appliance or to properly maintain any caulking,grouting or other water sealants in the Unit;and the Board shall assess the Owner, as a Special Unit Expense, for all costs of any such necessary repairs or replacements (plus a reasonable overhead and supervisory fee), together with any applicable attorneys' fees and expenses incurred by the Association. The determination of whether any such damage has been so caused by an Owner shall be made by the Board. Section 4.4 Environmental Claims. The Declarant Unit Owner or Owners and the Association will defend, indemnify, and hold harmless the Owner of Units 5 and 6 against all claims,causes of action,losses,liabilities,fines,penalties,assessments,judgments,and expenses (including attorney's fees)related to any environmental condition, including,without limitation, the presence and/or removal of any underground storage tank,that(a)existed in,on,or about the 22 Inst.#2021062180,Pages:24 of 87 boundaries of the Condominium prior to the Units 5 and 6 Owner's obtaining title to said Units, or(b)arises after the Units 5 and 6 Owner's obtaining title to said Units and occurs through no fault of the Unit 5 and 6 Owner, ARTICLE V-RESTRICTIONS ON USE AND IMPROVEMENTS In addition to limitations established by law and by additional Rules which may from time to time be promulgated by the Board, all Owners shall observe the restrictions set forth in this Article V. Section 5.1 Restrictions. The use and occupancy of the Units shall at all times comply with all applicable laws and Rules applicable thereto. In addition,the Units and the Common Elements(including the Limited Common Elements)shall be subject to the following: A. General Unit Uses. No Unit be used for any purpose other than office,residential, parking, retail, restaurant, event space, hotel and/or other commercial uses. Notwithstanding the foregoing,no Unit shall be used as or for: 1. Flea market or swap show; 2. So-called "off-track betting" operation or any operation selling keno and pickle cards; 3. Store selling drug paraphernalia,hydroponic supplies or marijuana; 4. A dumping disposing, incineration, or reduction of garbage operation (exclusive of dumpsters in locations designated or approved by the Board); 5. Fire sale or bankruptcy sale(unless pursuant to a court order); 6. A central laundry or dry-cleaning plant(excluding a dry cleaner/laundry operating only as a drop-off and pick-up location); 7. Automobile,motorcycle,truck,trailer,R.V.or motor vehicle sales,leasing, display,repair,or body repair; 8. Veterinary hospital or animal raising facilities; 9. Mortuary or funeral parlor; 10. Establishment renting, selling or exhibiting pornographic materials or which exhibits either live or by other means to any degree,nude dancers or wait staff(this exclusion shall not apply to a Barnes&Noble,Half Price Books, or Books a Million or any other full line book stores that are substantially similar to the foregoing book stores as such stores operate as of the date hereof in the State); • 11. Auditorium,church,a meeting hall,or other place of public assembly; 23 Inst.#2021062180,Pages:25 of 87 12. Carnival,amusement park or circus; I3. Bowling alley or indoor skating rink;or 14. Video arcade,pool or billiards hall or dance hall;provided however,the foregoing shall not be construed as prohibiting the operation of any business not otherwise prohibited hereunder that has video game machines or pool or billiards tables as an incidental part of its business and not as its primary business. B. Unit 5 Uses. In addition to other limitations on use stated above,Unit 5 shall not be used for any purpose other than general office uses,television broadcast station, and related uses. Notwithstanding the foregoing,the Unit 5 Owner is not prohibited from leasing space within Unit 5 to an entity that is not a television broadcaster,as long as any such lease complies with all other applicable provisions of this Declaration including,without limitation,section 5.1G. C. Unit 6 Uses. In addition to other limitations on use stated above,Unit 6 shall not be used for any purpose other than as a data room,and uses related to a data room. D. Common Element Uses. Except as otherwise expressly provided in this Declaration,the Common Elements shall be used in common by all Owners and Occupants(or applicable Owners and Occupants as to Limited Common Elements) and their agents,servants,customers,invitees and licensees,in accordance with the purposes for which they are intended,reasonably suited and capable,and as may be required for the purposes of access to the Units. E. Visible Areas. 1. Nothing shall be caused or permitted to be hung or displayed on the outside or inside of any Unit except as expressly authorized by the Board,including without limitation,any political signs or signs promoting any cause. 2. No flags(except in compliance with such Rules as may be adopted by the Board), banners, awning, canopy, trellis, lights, or any other device or ornament shall be affixed to or placed upon an exterior wall or roof or any part thereof,or the exterior of any door or window,or in,on,or over a deck or patio, visible to the exterior, unless authorized by the Board or the Declarant. 3. No outside antenna, satellite dish, or other device for the reception or transmission of radio or television or other electronic signals shall be erected or maintained on any Building or upon the exterior of any Unit, without prior written approval of the Board or the Declarant, which approval shall not be unreasonably withheld,conditioned or delayed, and then only in such places and under such conditions as are expressly authorized by the Board or the Declarant. Subject to any separate instrument between the Owners of Units 1 and 5 and any separate 24 Inst.#2021062180,Pages: 26 of 87 instrument between the Owners of Units 4 and 5, the Board and the Declarant shall have the power to limit the size of the device and require such specific areas and methods of placement of any such device as it deems appropriate in order to render the installation as inoffensive as possible to other Owners and Occupants. In the event these limitations,or any part thereof,are deemed unlawful,the Board and the Declarant shall have the right to regulate the placement of such devices in a manner not in violation of the law. 4. No speaker,horn,whistle,siren,bell or other sound device shall be located, installed or maintained upon the exterior of any Unit, except voice intercoms and devices used exclusively for security purposes and except as otherwise permitted by the Declarant or the Board. 5. No garage sales,sample sales or similar activities shall be held by any Units other than as a part of an event approved by Unit I Owner or the Board. F. Trash. No outdoor burning of trash,grass or construction material shall be allowed, except as authorized by the Declarant. No trash, refuse, or garbage can or receptacle shall be placed outside a Unit,except as authorized by the Association. Occupants shall properly dispose of all trash,refuse and garbage from their Units in locations designated or approved by the Board. The Declarant and the Unit I Owner and the Owner of Units 5&6 shall have the right to maintain or authorize construction dumpsters at locations selected by the Declarant. G. Renting and Leasing of Units. No part of any Unit shall be used for transient or hotel purposes except upon written authorization from the Board. Any lease agreement for any Unit or Sub-Unit shall be in writing, shall require that the Occupants comply with all provisions of this Declaration, shall provide that the lease shall be subject in all respects to the provisions of this Declaration and to the Rules promulgated by the Board from time to time,and shall provide that the failure by the tenant and Occupants to comply with the terms of this Declaration and such Rules shall be a default under the lease. If a tenant or Occupant fails to comply with the terms of this Declaration or such Rules,the Owner shall,if so directed by the Board,terminate the lease and evict the tenant. Notwithstanding the existence of a lease, the Owner shall remain liable for all obligations, including, without limitation, the payment of dues, fines and enforcement charges, under this Declaration with respect to the Unit and shall cause the Unit to be maintained in good condition and repair. The Board may establish and charge a reasonable uniform fee to be paid to the Association each month by the Owner of each Sub- Unit that is leased to reimburse the Association for the additional time and expense • incurred by the Association with respect to leased Sub-Units. H. Signs. To the extent not prohibited under the Act,no sign of any kind shall be displayed to the public view on the Condominium Project except with the specific written approval of the Board. However, signage plans and drawings in the attached Exhibit E are approved. If no signage plans or drawings are included in 25 Inst.#2021062180,Pages:27 of 87 Exhibit E,Exhibit E will be amended to add those plans or drawings at a later time. All future signage,including identifying the business or businesses occupying a Unit may be hung or displayed on the outside of that Unit without Board approval. All such signage shall comply with municipal requirements and limitations. L Structural Integrity. Nothing shall be done by any Owner or Occupant in any Unit, or in,on or to the Common Elements,which may impair the soundness,safety,or structural integrity of any improvement or impair any easement or any mechanical, electrical,plumbing or other systems or any utilities. No Owner or Occupant shall penetrate or damage any wall or damage any utility lines or other system within any wall or elsewhere. J. Animals. Except as hereinafter provided,no animals,livestock or poultry of any kind shall be raised,bred or kept in any Unit,Sub-Unit or on the Common Elements (including, without limitation, in any storage space). Notwithstanding the foregoing,dogs licensed and trained as service animals,are permitted in all Units. The Board may require written description of the service provided,and proof of compliance with City vaccination and licensure laws at any time. K. Interior Decoration. Subject to the other provisions of this Declaration, each Owner shall have the exclusive right,at his or her sole cost and expense,to paint, repaint,tile,wax,paper or otherwise finish,refinish and decorate the inner surfaces of the walls,ceilings,and floors bounding such Owner's Unit and the surfaces of load-bearing walls.and partitions within the Unit, and to clean the interior and exterior surfaces of windows and doors bounding its Unit. With respect to a Declarant Unit Sub-Unit,the Declarant Unit Owner shall control the approval and allocation of costs for all alterations within each Sub-Unit. The approval of the Board shall not be necessary for the activities set forth in the preceding sentences. In decorating a Unit,each Owner is solely responsible for compliance with the fire protection laws and the building and safety codes of the City and shall indemnify the other Owners and Association for any violation thereof which causes loss, damage or injury to natural persons or property. L. Obstruction of Common Elements. There shall be no obstruction of the Common Elements,nor shall anything be stored in the Common Elements(except designated storage areas)without the prior written consent of the Board or the Declarant. M. Alteration of Common Elements. Except as otherwise provided for in this Declaration,no Common Element shall be altered,improved,decorated or removed and nothing shall be erected,planted, or constructed in, or removed from, the Common Elements,without the prior written consent of the,Board or the Declarant. N. Insurance Rates. Nothing shall be done or kept in any Unit or in or on the Common Elements or Limited Common Elements which will increase the applicable rates of insurance without the prior written consent of the Board. No Owner shall permit anything to be done or kept in its Unit or in the Common Elements which will result in the cancellation of any insurance or which would be in violation of any law,and 26 Inst.#2021062180,Pages:28 of 87 • no waste shall be committed in the Common Elements. 0. Utilities. Each Owner shall be obligated to pay any and all charges and assessments for electricity,other utilities,and taxes levied against its Unit. In the event that it is necessary or desirable to separately meter or submeter a Unit to get an accurate account of the usage of any utility by that Unit,the Owner of the Unit in question shall pay all costs related to the separate metering.The thermostats within each Unit or Sub-Unit shall be maintained by the Owner with the heat in an"on"position at a minimum of 50°Fahrenheit(except during power failures)during the months of October,November,December,January,February,March and April whenever the temperature is forecast to or does reach 32°Fahrenheit or below. P. Objects Outdoors. The number,types,colors and sizes of any and all furniture, umbrellas,plants,lights and other objects on patios and other outdoor areas shall be subject to control and regulation by the Board, and only in compliance with applicable City ordinances. Q. Rules. In addition to adopting and enforcing Rules in the instances specifically mentioned,the Board,on behalf of the Association,may,subject to applicable law, from time to time, adopt and enforce such further reasonable Rules as it deems necessary or desirable, and not in conflict with this Declaration, to promote harmony,to serve the best interests of the Owners,as a whole,and the Association, and to protect and preserve the nature of the Condominium Project. A copy of all Rules,and amendments thereof;shall be furnished by the Board to the Owners prior to the time when the same shall become effective. R. Fines and Other Enforcement. The Board may enforce all restrictions and Rules by establishing, levying and collecting monetary fines and other enforcement charges as Special Unit Expenses,having vehicles,trailers or other apparatus towed away at the expense of the owner,and/or taking such other lawful actions as the Board,in its sole discretion,deems appropriate,subject to compliance with the Act and other applicable laws. Section 5.2 Enforcement of Restrictions. Any violation by an Owner or with respect to a Unit of any rule or regulation adopted by the Association, or the breach of any restriction, covenant or provisions contained in this Declaration,shall give the Declarant and the Association the right,in addition to all other rights set forth herein: A. To establish,levy and collect monetary fines as Special Unit Expenses upon the offending Owner in such amounts as the Board deems necessary to effect compliance with the requirements. B. To enter upon the portion of the Condominium Project upon which or as to which such violation or breach exists and to summarily abate and remove,at the expense of the offending Owner as a Special Unit Expense,any structure,thing or condition which may exist thereon, contrary to the intent and meaning of the provisions hereof,and the Declarant,the Association,any other Owner, or their successors, 27 Inst.#2021062180,Pages:29 of 87 assigns or agents shall not thereby be deemed guilty in any manner of trespass. So long as the Association, the Declarant or the Owner (as applicable), its agents, servants or employees exercise reasonable care in the performance of such repairs, maintenance or alterations,they shall not be liable to the offending Owner for any damages caused in so doing. The cost of such work shall be collected from the offending Owner as a Special Unit Expense in the same manner as other Assessments, and to the extent that any non-offending Owner incurs expenses in connection with such action,the non-offending Owner may be reimbursed by the Board and collected from the offending Owner. In addition,the Association or its agents and representatives, together with emergency personnel, shall have an immediate right of access to all Units in the Owners' absence under emergency conditions; C. Whenever the Declarant or the Board determines that a violation of this Declaration has occurred and is continuing with respect to a Unit,to file with the Recording Office a certificate setting forth public notice of the nature of the breach and the Unit involved; D. To enjoin, abate or remedy the continuance of any breach by appropriate legal proceedings,either at law or in equity;and/or, E. To recover from the offending Owner in any legal proceedings to enjoin,abate or remedy a breach or to collect any amounts due,all costs of such action,including, without limitation,court costs and reasonable attorneys'fees and expenses. ARTICLE VI-INSURANCE;LOSSES;CONDEMNATION Section 6.1 Association Insurance Requirements.The Board shall obtain and maintain for all Buildings (other than those parts thereof under construction), structures, fixtures and equipment(whether as a Common Element,any Limited Common Element,or any Unit),and for the Association's personal property and supplies, at the Association's cost and as a Common Expense(subject to special allocations in Section 2.19 above or otherwise in this Declaration),the following insurance: A. Properly Insurance.Master or blanket special form property coverage against loss or damage by fire,lightning,and such other perils as are ordinarily insured against by standard special form coverage endorsements, and all other perils which are customarily covered with respect to projects similar in construction,location and use,in amounts at all times sufficient to prevent the Association from becoming co-insurer under the terms of any applicable coinsurance clause or provision and not less than one hundred percent(100%)of the current insurable replacement cost of such items. This insurance shall also: . I. be written in the name of the Board and the Association,as trustee for the Board and Association, for the use and benefit of the Association, and provide for the payment of losses thereunder by the insurer to the Association (or its nominee) as insurance trustee for the benefit of the 28 Inst.#2021062180,Pages:30 of 87 Association and each Owner and each First Mortgagee of record on the Units,as their interests appear and as set forth in this Declaration; 2. contain or have attached the standard mortgage clause commonly accepted by institutional First Mortgage holders, insurers and guarantors. The Association shall use commercially reasonable efforts to cause such clause to provide that the carrier shall notify the named insured and each First Mortgagee named in the mortgage clause at least ten days in advance of the effective date of any reduction in,cancellation of,or substantial change in the policy; 3. be paid for by the Association,as a Common Expense,(subject to special allocations in Section 2.19 above or otherwise in this Declaration); 4. contain a waiver of subrogation of rights by the carrier as to the Owners, the Association,and their respective officers and directors; 5. be primary,even if the Association has other insurance that covers the same loss. Except for when another Owner or Occupant is liable and pays as provided in Section 4.3 above,the Association shall be responsible for the deductible or other noncovered loss under the Association's insurance on any property damage or casualty loss to the Condominium Project. The amount of such deductible and all exclusions shall be uniform for all Sub-Units of any Unit,as applicable,and shall be set by the Board from time to time in a reasonable amount. B. Business Income Insurance. Business income insurance using ISO form CP0030 (or its equivalent),in an amount that shall reimburse for direct or indirect loss of earnings from the Condominium Project attributable to all perils insured against pursuant to Subsection A above or attributable to the prevention of access to the Condominium Project by civil authority;and sufficient to reimburse loss of rents for a period of twelve(12)months. C. Liability Insurance. A commercial general liability insurance policy to protect against claims for bodily injury and property damage arising out of business operations of any Unit and Common Elements,products,and completed operations, and advertising and personal injury liability,written on an occurrence basis using ISO form CG0001 (or its equivalent)with no amendments to the definition of an insured contract covering all of the Condominium Project,including all Common Elements,public ways and any other areas under the Association's supervision,and Units, if any, owned by the Association, even if leased to others, insuring the Association, the officers and directors of the Association, and the Owners and Occupants,with such limits as the Board may determine,but no less than the greater of (a)the amounts generally required by institutional First Mortgage holders, insurers,and guarantors for projects similar in construction,location and use,and (b)in limits of not Iess than$1,000,000 inclusive,per occurrence,and$1,000,000 29 Inst.#2021062180,Pages:31 of 87 annual aggregate, for bodily injury, including deaths of natural persons, and property damage,arising out of a single occurrence. This insurance shall contain a "severability of interest"provision and shall include,without limitation,coverage for legal liability of the insureds for property damage,bodily injuries and deaths of natural persons resulting from the operation,maintenance or use of the Common Elements. The Association shall use commercially reasonable efforts to cause each such policy to provide that it may not be canceled or non-renewed,by the insurer, without at least ten days'prior written notice to the Association. D. Employer's Liability Insurance and Workers Compensation. If applicable, employer's liability insurance,with minimum limits of not less than$3,000,000, bodily injury each accident,$1,000,000 bodily injury by disease policy limit,and $1,000,000 bodily injury by disease each employee,and Workers Compensation in form and amount as required by applicable law. E. Commercial Automobile.If applicable,commercial automobile liability insurance covering all owned,non-owned and hired automobiles, in limits of notless than $1,000,000,combined single limit(each accident). F. Fidelity Coverage. Blanket fidelity insurance providing coverage for the Association,in an amount reasonably determined by the Board,against dishonest acts on the part of all directors, officers, managers, trustees, employees, agents, volunteers and all other Persons responsible for or handling funds belonging to or administered by the Association, if any. If a Manager handles funds for the Association, it must have its own fidelity insurance policy providing the same coverage required of the Association. G. Umbrella Coverage. Umbrella liability insurance over such primary general liability,automobile(as applicable),and/or employer's liability insurance policies (as applicable)in limits of not less than$10,000,000,inclusive,per occurrence,and $10,000,000 annual aggregate. H. Directors and Officers Coverage. Directors' and officers' liability insurance,in such amounts as the Board may determine. I. Other Association insurance.Such other insurance as the Board may determine. Any and all deductibles or co-insurance in the above-described policies or inadequacy of limits for coverage shall be paid by Association as a Common Expense. Section 6.2 Unit Insurance Requirements. Each Occupant of a Unit,at its sole cost and expense,shall obtain and keep or cause to be kept in force commencing as of the date it takes possession or occupancy, and throughout its term of occupancy agreement, the following insurance: A. Special Form Causes of Loss Property Insurance. Property insurance using ISO forms CP0010 and CP1030 (or their equivalent) with "special cause of loss" coverage form for items to be maintained by the Occupant or existing at the time 30 Inst.#2021062180,Pages:32 of 87 of possession,and in the Unit, to include equipment breakdown coverage for all furniture,fixtures,inventory, and equipment,including but not limited to tenant improvements and the property of the Occupant of the Unit, and all heating, ventilating, and air conditioning equipment, whether supplied or owned by an Occupant of the Unit,the Owner of another Unit,or the Association,and all glass and plate glass forming a part of the Unit,in an amount equal to the full replacement cost thereof; B. Business Income Insurance. Business income insurance using ISO form CP0030 (or its equivalent) and including equipment breakdown, with a deductible or waiting period of no greater than 72 hours, in an amount that shall reimburse Occupant for direct or indirect loss of earnings attributable to all perils insured against in Subsection A above or attributable to the prevention of access to the Unit by civil authority;and sufficient to reimburse Occupant for Rent; C. Commercial General Liability Insurance. Commercial general liability insurance to protect against claims for bodily injury and property damage arising out of premises operations, products, and completed operations, and advertising and personal injury liability,including so-called''Dram Shop"or host liquor liability (if alcoholic beverages are sold or served in,from or about the Unit),written on an occurrence basis using ISO form CG0001 (or its equivalent)with no amendments to the definition of an insured contract, and including specific coverage for an Occupant's security guards, in limits of not less than $1,000,000 inclusive, per occurrence, and $1,000,000 annual aggregate, per location. The foregoing policy(ies) shall include a waiver of any right of subrogation of the insurers thereunder against the Association, Owners,Manager, and, if required, all First Mortgagees of the applicable Unit; D. Commercial Automobile.If applicable,commercial automobile liability insurance covering all owned,non-owned and hired automobiles, in limits of not less than $1,000,000,combined single limit(each accident). E. Employer's Liability Insurance and Workers Compensation. Employer's liability insurance, with minimum limits of not less than$1,000,000,bodily injury each accident, $1,000,000 bodily injury and/or disease policy limit, and $1,000,000 bodily injury by disease each employee,and Worker's Compensation in form and amount as required by applicable law.The policy shall include a waiver of any right of subrogation of the insurers thereunder against the Association, Owners, Manager,and all First Mortgagees of the Units; • F. Umbrella Liability Insurance. Umbrella liability insurance over such primary general liability,automobile(as applicable),and/or employer's liability insurance policies (as applicable) in limits of not less than $3,000,000, inclusive, per occurrence,and$3,000,000 annual aggregate,per location. The policy(ies) shall include a waiver of any right of subrogation of the insurers thereunder against the Association,Owners,Manager,and,if applicable,all First Mortgagees; 31 Inst.#2021062180,Pages:33 of 87 Section 6.3 Manager's Required Insurance. Each Manager and sub-Manager shall obtain and keep in force the following insurance. All deductibles shall be in commercially reasonable amounts approved by the Association. Such Manager shall furnish to the Association original certificates of insurance,evidencing the required insurance,on or before the effective date of its engagement,and thereafter shall famish new certificates at least twenty(20)days prior to the expiration of any policy. Such insurance shall include: A. Commercial General Liability. This insurance shall be written in comprehensive form and shall protect against all claims for bodily injury and property damage arising out of any act or omission of Manager or its agents, employees, or subcontractors. The liability limits shall be not less than: General Aggregate $2,000,000 Products/Completed Operations - $2,000,000 Each Occurrence $1,000,000 Fire Damage . $ 100,000 Medical Expense $ 5,000 B. Commercial Automobile.If applicable,commercial automobile liability insurance covering all owned,non-owned and hired automobiles,in limits of not less than $1,000,000.00,combined single limit(each accident). C. Employer's Liability Insurance and Workers Compensation. If applicable, employer's Liability insurance and Workers Compensation in form and amount as required by applicable law,but not less than: Workers Compensation/Employer's Liability Statutory Bodily Injury by Accident $1,000,000 each accident Bodily Injury by Disease $1,000,000 policy limit Bodily Injury by Disease $1,000,000 each employee D. Umbrella or Excess Liability Insurance. Umbrella liability insurance over such primary general liability, automobile (as applicable), and/or employer's liability insurance policies(as applicable)in limits,per location,of not less than: Occurrence $3,000,000(minimum) Aggregate $3,000,000(minimum) E. Employee Dishonest/Fidelity Insurance. Covering all employees and officers. Amount to be sufficient to protect the Association and Owners but not less than $100,000 or such other amount as requested by the Association. F. Employment Practices Liability. Covering all Managers' employees with a $1,000,000 per claim limit,with a maximum retention of$25,000. 32 Inst.#2021062180,Pages:34 of 87 G. Professional Liability. Covering all Managers' employees' errors and omissions with a$1,000,000 per claim limit,with a maximum retention of$25,000. Section 6.4 Vendor/Contractor Insurance Requirements. Unless waived by the Association with respect to any particular vendor or contractor,any vendor engaged by any of the Association, an Owner or a Manager shall be responsible for ensuring that all vendors and contractors meet the requirements for insurance as designated in this Section. All vendors must procure and maintain at their sole expense and keep in force commencing as of their engagement and throughout the term thereof, the following insurance, with deductibles in commercially reasonable amounts approved by the Association: A. Commercial General Liability. This insurance shall be written in comprehensive form and shall protect against all claims for bodily injury and property damage arising out of any act or omission of vendor or its agents, employees, or subcontractors. The liability coverage is required to list the Association as a "additional insured"and coverage to apply on a"primary and non-contributory" basis from the association's insurance coverage and the liability limits shall be not less than: General Aggregate $2,000,000 Products/Completed Operations $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 100,000 B. Commercial Automobile Liability. This insurance shall be written in comprehensive form and shall protect against all claims for injuries to members of the public, employees and damage to property of others arising from the use of motor vehicles,and shall cover operations on or off the site of all motor vehicles, whether they are owned,non-owned,or hired.The liability limits shall be not less than$1,000,000 Combined Single Limit(each accident). C. Workers Compensation and Employer's Liability. This insurance shall protect against all claims under applicable state workers compensation laws. Vendor shall also be protected against claims for injury,disease,or death of employees,which, for any reason,may not fall within the provisions of a workers compensation law. The liability limits shall be not less than: Workers Compensation Statutory Employer's Liability Bodily Injury by Accident $500,000 each accident Bodily Injury by Disease $500,000 policy limit Bodily Injury by Disease $500,000 each employee Section 6.5 Miscellaneous Insurance Requirements. 33 Inst.#2021062180,Pages:35 of 87 A. The Association may, from time to time, reasonably require changes or endorsements to any insurance required herein. B. Anything in this Declaration to the contrary notwithstanding, •each of the Association,Owners,Occupants and Manager(each,a"Releasing Party")releases the others of the Association,Owners,Occupants,Managers and First Mortgagees, and their respective owners, officers, employees and agents (collectively, the "Released Parties")from any liability,right of recevery,claim,action or cause of action the Releasing Party may have on account of loss,cost,damage or expense which arises from any peril(i)that is or would be covered by any policy of property insurance required to be carried by the Releasing Party under this Declaration (regardless of whether such insurance is actually being carried); or (ii) that is covered by any other property insurance actually being carried by the Releasing Party at the time of such accident or occurrence,regardless of the negligence or misconduct of the Releasing Party or its agents,contractors,officers or employees. In addition,each of Association,Owners,Occupants and Managers hereby waives any right of subrogation which might otherwise exist in or accrue to any Person on account of the insurance identified in clause (i) or (ii), including that of the insurance carriers of the Released Parties. Any party required to provide insurance hereunder shall give their respective insurance carvers written notice of the terms of the above mutual waivers and each party's respective insurance policies shall be properly endorsed, if necessary, to prevent the invalidation of said policies by reason of such waivers. All insurance policies shall include a waiver of any right of subrogation of the insurers against the Released Parties,as allowed by law. C. Any insurance required by this Article may be satisfied by means of blanket insurance policies,provided that no other loss which may also be insured by the blanket insurance shall affect the insurance coverages required hereby and further provided that the Association receives a certificate specifically stating that such coverages apply to the Association,Owners,Manager,First Mortgagees, and the Condominium Project. D. All policies of insurance,except with respect to workers compensation,shall name the Association, Owners,Manager,First Mortgagees,if applicable,as additional insureds,as their respective interests may appear. Upon the Association's prior written approval, a party may self-insure all or any portion of its insurance obligations set forth in this Article, subject to such terms and conditions as approved by the Association, including, without limitation, all self-insured retentions and deductible amounts. Any and all deductibles or co-insurance in the above-described policies or inadequacy of limits for coverage shall be paid by such Occupant. Such Occupant shall deliver to the Association certificates evidencing the required insurance by its possession or occupancy of the Unit in form approved by the Association,and,with respect to renewals of such policies,not later than 30 days prior to the end of the expiring term. All policies of insurance carried by such Occupant shall be primary and non-contributing with any insurance maintained by the Association. 34 Inst.#2021062180,Pages:36 of 87 E. All policies shall require that the carrier notify the additional insureds,in writing, not less than thirty(30)days before any lapse,non-renewal or cancellation. The Association reserves the right to request and receive for review certified copies of any insurance policies to which this Declaration is applicable. F. The required coverage and/or limits referred to herein shall in no way limit any Occupant's liability with respect to its duties and obligations under its occupancy agreement. G. Every Occupant shall comply with all reasonable requirements and recommendations of the Association's property and liability insurers. H. Evidence of all insurance required hereunder shall be furnished to the Association by delivery of original certificates of insurance on or before the date of its occupancy or engagement,as applicable, and thereafter new certificates shall be furnished to the Association at least twenty(20)days prior to the expiration of any policy. I. All self-insured retentions and deductible amounts shall be subject to the Association's prior written approval,except a Unit Owner or Occupant may self- insure in any amount if such Occupant has a tangible net worth equal to or greater than$50,000,000.00. J. Each policy of hazard insurance obtained pursuant hereto shall be obtained from an insurance company authorized to write such insurance in the State which has a"A" or better general policyholder's rating and a"VII"or better financial performance index rating in A.M.Best Company,Inc.(or if a rating of A.M.Best Company is • no longer available,a comparable rating from a similar or successor service). Section 6.6 Nominee; Power of Attorney. There may be named, under any policy obtained by the Association,a nominee as an insured on behalf of the Association,who shall have exclusive authority to negotiate and settle Iosses under any such policy. Each Owner, by acceptance of a deed to a Unit,irrevocably appoints the Association or its nominee,as attorney- in-fact to represent such Owner for the purposes of purchasing and maintaining such insurance, including:the collection and appropriate disposition of the proceeds thereof;the negotiation and settlement of losses and execution of releases of liability;the execution of all documents;and the performance of all other acts necessary or desirable to accomplish such purposes. The Association, or its nominee,shall receive,hold or otherwise properly dispose of any proceeds of insurance,in trust,for the Association,the Owners and their First Mortgagees,as their interests may appear and as set forth in this Declaration. This power of attorney is for the benefit of each and every Owner, and their respective First Mortgagees,the Association,and the Condominium Project,runs with the land,is coupled with an interest,and is irrevocable. Section 6.7 Automatic Reconstruction. Any portion of the Condominium for which insurance is maintained which is damaged or destroyed shall be repaired or replaced promptly by the Association or Unit Owner responsible for the maintenance and restoration thereof unless:(i) the Condominium is terminated;(ii)repair or replacement would be illegal under any state or local 35 Inst.#2021062180,Pages:37 of 87 health or safety statute or ordinance;or(iii)the Owners of Units to which at least eighty percent (80%) of the votes of the Association are allocated vote not to rebuild. The cost of repair or replacement of the damaged or destroyed portion of the Condominium in excess of insurance proceeds and reserves shall be a Common Expense and shall be assessed to the Unit Owners as a special assessment pursuant to Section 7.3B. Section 6.8 Determination Not to Reconstruct Without Termination. If the Owners of Units to which at least eighty percent(80%)of the votes of the Association are allocated vote not to rebuild, and the Condominium is not terminated in accordance with the Act, the insurance proceeds shall be distributed in proportion to their interests in the Common Elements to the Owners of those Units damaged and the Owners to which the damaged Limited Common Elements were allocated,or to lienholders as their interests may appear The remainder of the proceeds shall be distributed to all Unit Owners or lienholders as their interests may appear in proportion to Common Element Interest of all the Units. If the Unit Owners vote not to rebuild any Unit,that Unit's Allocated Interests shall be automatically reallocated as if the Unit had been condemned under Act,and the Association shall prepare,execute and record an amendment to this Declaration with the Recording Office reflecting the reallocation. Section 6.9 Distribution of Insurance Proceeds in the Event of Termination of the Condominium. Notwithstanding any provisions of this ARTICLE VI to the contrary,insurance proceeds resulting from the damage or destruction of all or any part of the Common Elements shall be distributed as provided in the Act in the event of a termination of the Condominium. Section 6.10 Condemnation. • A. Total Taking of a Unit. If a Unit is acquired by eminent domain,or if part of a Unit is acquired by eminent domain leaving the Owner with a remnant which may not be practically or lawfully used for any purpose permitted by this Declaration,the award must compensate the Owner for his Unit and interest in the Common Elements,regardless of whether any Common Elements are taken. Upon such a taking,unless the decree otherwise provides,that Unit's Allocated Interests shall automatically be reallocated to the remaining Units in proportion to their respective Allocated Interests immediately before the taking. Upon such a taking, the Association shall prepare, execute and record an amendment to the Declaration with the Recording Office in compliance with the Act. Any remnant of a Unit remaining after part of a Unit is taken becomes a Common Element. B. Partial Taking of a Unit. Except as provided in Subsection C below,if part of a Unit is acquired by eminent domain,the award must compensate the Owner for the reduction in the value of its Unit and interest in the Common Elements,regardless of whether any Common Elements are taken. On acquisition,unless the decree otherwise provides,that Unit's Allocated Interests shall be reduced in proportion to the reduction in value of the Unit and the portion of the Allocated Interests divested from the partially acquired Unit shall automatically be reallocated to that Unit and the remaining Units in proportion to their respective interests immediately before the taking,with the partially acquired Unit participating in the reallocation on the basis of its reduced interest. 36 Inst.#2021062180,Pages:38 of 87 C. Taking of Common Elements. If part of the Common Elements is acquired by eminent domain, the portion of the award attributable to the Common Elements taken shall be paid to the Association for the benefit of the Unit Owners,and any portion of the award attributable to the acquisition of a Limited Common Element shall be equally divided among the Owners of the Units to which that Limited Common Element was allocated at the time of the acquisition. D. Taking of Entire Condominium. In the event the Condominium in its entirety is acquired by eminent domain,the Condominium is terminated and the provisions of Act shall apply. E. Priority and Power ofAttorney. Nothing contained in this Section 6.10 shall entitle an Owner to priority over any First Mortgagee under a lien encumbering his Unit as to any portion of any condemnation award allocated to such Unit. Each Owner hereby appoints the Association as attorney-in-fact for the purpose of negotiations and settlement with the condemning authority for the acquisition of the Common Elements,or any part thereof. This power of attorney is coupled with an interest, shall be irrevocable, and shall be binding on any heirs,personal representatives, successors or assigns of an Owner. ARTICLE VII-ASSESSMENTS AND ASSESSMENT LIENS;RESERVE FUNDS Section 7.1 Types of Assessments. Assessments shall be determined and assessed against the Units by the Board,in its discretion,subject to the requirements and procedures set forth in this Declaration and the Bylaws. Each Owner shall be obligated,and by acceptance of a deed to a Unit(whether or not it be so expressed in such deed)is deemed to covenant and agree, to pay to the Association all Assessments, including: (i) annual operating assessments to pay Common Expenses, (ii) special assessments to pay Common Expenses and for capital improvements,and(iii)Special Unit Expenses,all of which Assessments shall be established and. collected as provided in this Declaration. Section 7.2 Purpose of Assessments. The Assessments levied by the Association shall be used exclusively to promote and provide for the health, safety and welfare of Owners and Occupants and/or the operation,maintenance and best interests of the•Condominium Project. Section 7.3 Types;Apportionments;Due Dates. A. Annual Operating Assessments Payable Monthly. 1. Annual operating assessments to pay Common and Limited Common Expenses shall commence on the Assessment Commencement Date and shall be payable in monthly installments and shall be assessed against each Unit as set forth in Section 2.9D herein. 2. Annually,in advance where practical,the Board shall estimate,and allocate between the Units subject to assessment and their Owners on the basis of their relative applicable Common Element Interests,Common Expenses of the Association,consisting of the following: 37 Inst.#2021062180,Pages: 39 of 87 a. the estimated fiscal year's cost of the maintenance,repair,and other services to be provided or paid for-by the Association(in excess of reserves to be expended therefor); b. the estimated fiscal year's costs for insurance premiums to be provided and paid for by the Association; c. the estimated fiscal year's costs for utility services not separately metered or charged to Owners; d. an amount deemed adequate by the Board to establish and maintain a reserve(s) for working capital and/or future repairs and replacements to the Buildings(other than Units)and other Common Elements;and e. the estimated fiscal year's costs for the operation,management and administration of the Association,including,but not limited to,fees for property management, fees for legal and accounting services, costs of mailing,postage,supplies and materials for operating the Association,and the salaries,wages,payroll charges and other costs to perform these services,and any other costs constituting Common Expenses not otherwise herein specifically excluded. All such expenses shall be categorized and separately accounted for by the Association as Unit 1 Common Expenses, Unit 5 Common Expenses, Unit 6 Common Expenses or Common Expenses. 3. The Board shall thereupon allocate the estimated total Common Expenses to each Unit on the basis of their relative applicable Common Element Interests, except as otherwise set forth in Section 2.19 and Section 4.2 above,and thereby establish the annual operating assessment for the Units. For administrative convenience, any such assessment may be rounded so that monthly installments will be in whole dollars. 4. The annual operating assessment for each Unit shall be payable,in equal monthly installments,provided that nothing contained herein shall prohibit any Owner from prepaying assessments without a discount for prepayment. The due dates of any such installments shall be established by the Board, or,if it fails to do so,an equal monthly pro rata share of the annual operating assessment for a Unit shall be due and payable on the first day of each month. 5. If the applicable amounts so collected (together with any voluntary or required payments by or from the Declarant or a Unit Owner)are, at any time,insufficient to meet all applicable obligations for which those funds are to be used(such as, without limitation, when operating costs cause actual expenditures to exceed budgeted expenditures),the deficiency shall be assessed by the Board as a special operating assessment between the 38 Inst.#2021062180,Pages:40 of 87 Units, as applicable, on the basis of their relative applicable Common Element Interest or as otherwise set forth herein,and shall become due and payable on such date or dates as the Board determines. 6. If assessments collected during any fiscal year are in excess of the funds necessary to meet the anticipated applicable expenses for which the same havebeen collected,the excess shall be retained as reserves,or as reductions ' in future applicable assessments, as determined by the Board, in its sole discretion,and shall in no event be deemed profits nor available,except on dissolution of the Association,for distribution to Owners. 7. The rate of annual assessment applicable to each Unit shall be in addition to any other assessments chargeable to the particular Unit. The Board, •without a vote of the Members,shall always have the power to set and reset, if necessary,the rates of annual assessment at an amount that will permit the Association to perform its duties as specified in this Declaration. B. Special Assessments for Capital Improvements. I. In addition to the annual operating assessments and any special operating assessments, the Board may levy, at any time, special assessments to construct, reconstruct or replace capital improvements to the extent that reserves therefor and any applicable insurance proceeds with respect thereto are insufficient, 2. Any such special assessment shall be prorated between the Units on the basis of their relative applicable Common Element Interests except as otherwise provided herein and shall become due and payable on such date or dates as the Board determines. C. Special Unit Expenses. The Board shall Ievy Special Unit Expenses as an assessment against an individual Unit,or Units,and the Owner or Owners thereof, to reimburse or pay the Association for those costs or charges incurred in connection with that Unit or Units properly chargeable by the terms of this Declaration to a particular Unit or Units(such as,but not limited to,the cost of making repairs and replacements which are the responsibility of an Owner,and an Owner's interest, late charges, fines, enforcement and collection charges). Any such assessment for Special Unit Expenses shall become due and payable on such date as the Board determines and shall be an Assessment Lien on the applicable Unit. D. Defense of Claims. If any Owner commences a lawsuit or files a counterclaim or cross-claim against the Association,the Board,or any committee,or any individual director,officer or committee member of the Association,and such Owner fails to prevail in such lawsuit, counterclaim or cross-claim,the Association, Board, or individual director, officer or committee member sued by such Owner shall be entitled to recover from such Owner all litigation expenses incurred in defending 39 Inst.#2021062180,Pages:41 of 87 such lawsuit, counterclaim or cross-claim, including reasonable attorneys' fees. Such recovery right shall constitute a Special Unit Expense against the Owner's . Unit and the Owner and shall be enforceable against such Unit as provided herein. Section 7.4 Effective Date of Assessment. Any Assessment created pursuant hereto shall be effective,provided it is created as provided herein,if written notice of the amount thereof is sent by the Board to the Owner subject thereto, Written notice mailed or delivered to an Owner's Unit shall constitute notice to that Owner, unless the Owner has delivered written notice to the Board of a different address for such notices,in which event the mailing of the same to that last designated address shall constitute notice to that Owner. Section 7.5 Effect of Nonpayment of Assessment;Remedies of the Association. A. If any installment of an Assessment is not paid within ten(10)days after the same is due,the entire unpaid balance of the Assessment shall immediately become due and payable, without demand or notice, unless the Board,in its sole discretion, determines not to accelerate the installments. B. If any installment of an Assessment is not paid within ten(10)days after the same is due, the Board, at its option, and without demand or notice, may (i)charge interest on the entire unpaid balance(including the accelerated portion thereof)at such rate as the Board,from time to time,establishes by rule(or if the Board fails to establish a rate by rule,at the rate of ten percent(10%)per annum)(or,if lower, the maximum rate permitted by law),(ii)charge a 5%late fee,(iii)charge the cost of collection, including attorney fees and expenses and other out-of-pocket expenses,and/or(iv)temporarily cut-off or restrict the services to be provided to the Unit by the Association and the use of the Common Elements(other than the hallways and entries). C. All Assessments,together with interest,late fees,and costs,including attorney fees, shall be a charge and Assessment Lien in favor of the Association upon the Unit against which each such Assessment is made. D. At any time after any Assessment or an installment of an Assessment levied pursuant hereto remains unpaid for thirty (30) or more days after the same has become due and payable,a certificate of Assessment Lien for the unpaid balance of that Assessment,including all future installments thereof,interest,late fees,and costs,including attorney fees,may be filed by the Association with the Recording Office pursuant to authorization given by the Board. The certificate shall contain a description or other sufficient legal identification of the Unit against which the Assessment Lien exists,the name or names of the Owner thereof;and the amount of the unpaid portion of the Assessments and charges, and shall be signed by an officer or other agent, of the Association. For each certificate so filed, the Association shall be entitled to collect from the Owner of the Unit described therein a fee of$200.00, which fee shall be added to the amount of the delinquent Assessment and the Assessment Lien on the Unit and which fee amount may be increased by the Board from time to time to reflect cumulative increases in an 40 Inst.#2021062180,Pages:42 of 87 appropriate consumer price index (as selected by the Board) from and the Assessment Commencement Date. E. The Assessment Lien provided for herein shall become effective from the time a certificate of Assessment Lien was duly filed therefor, and shall continue for a period of three(3)years unless sooner released or satisfied in the same manner provided by law in the State for the release and satisfaction of mortgages on real property,or discharged by the final judgment or order of a court in an action brought to discharge the Assessment Lien. F. Each Assessment together with interest,late fees,nand costs,including attorney fees, shall be the joint and several personal obligation of the Owners who owned the Unit at the time when the Assessment became due and, in the case of a voluntary conveyance(except as provided in the Act),all subsequent Owners of the Unit. G. In addition to the other remedies available to it,the Association,as authorized by the Board,may bring or join in an action at law against the Owner or Owners of a Unit personally obligated to pay the same, and an action to foreclose the Assessment.Lien. The Association in any foreclosure action involving a Unit or Units shall be entitled to become a purchaser at the foreclosure sale. In any such foreclosure action,interest and costs of such action(including attorneys'fees)shall be added to the amount of any such Assessment,to the extent permitted by State law. H. No claim of the Association for Assessments and charges shall be subject to any setoffs or counterclaims made by any Owner. To the extent permitted by law,each Owner hereby waives the benefit of any redemption,homestead and exemption laws now or hereafter in effect, with respect to the Assessment Liens created pursuant to this Declaration. No Owner may waive or otherwise avoid liability for the Assessments provided for in this Declaration by non-use or by waiving use or enjoyment of the Common Elements or the services provided by the Association, or any part thereof,or by abandonment of his,her or its Unit. No Owner shall be entitled to a reduction or abatement of any Assessment as a result of any failure or interruption of any utility or other service or any damage to or destruction of or the making of any repairs or replacements to any Common Element or to any Unit. J. Assessments shall run with the land,are necessary to continue the care,repair and maintenance of Units and their interests in the Condominium Project, and to continue to provide services,and accordingly Assessments accruing or becoming due during the pendency of bankruptcy proceedings shall constitute administrative expenses of the bankrupt estate. Section 7.6 Subordination of the Lien to First Mortgages. The Assessment Lien and charges provided for herein shall be subject and subordinate to the lien of a First Mortgage on the Unit Recorded prior to the date on which the Assessment Lien arises,and any holder of such First 41 Inst.#2021062180,Pages:43 of 87 Mortgage which comes into title of a Unit pursuant to foreclosure of the First Mortgage or deed in lieu of foreclosure. Any purchaser at a foreclosure sale shall take the property free of the Assessment Lien for any such unpaid installments of such Assessments and charges against the mortgaged Unit to the extent relating to periods prior to the date of acquisition of title in the successor owner. The foregoing will not relieve any successor owner from the obligation for Assessment installments accruing thereafter. If the Owner subsequently redeems the Unit from the foreclosure sale,the Assessment Lien hereunder shall automatically be reinstated retroactively in full. Section 7.7 Certificate Regarding Assessments. The Board shall,within ten(10)days following written request,for a reasonable charge,furnish a certificate signed by the president, treasurer,secretary or other designated representative of the Association,setting forth whether the Assessments on a specified Unit have been paid. This certificate shall be conclusive evidence of payment of any Assessment therein stated to have been paid. Section 7.8 Assignment or Sale. Upon assignment,sale or other transfer of its Unit to a new Owner,the transferring Owner shall be relieved of liability for any Assessments levied on such Unit by the Association after the closing date of such assignment,sale or transfer. ARTICLE VIII-UTILITIES Section 8.1 Utility Services. A. Definitions. The following definitions apply to this Article: 1. "Common Expense Costs"are the costs of a non-separately metered utility service that are attributable to the Common Elements. 2. "Non-Common Expense Costs"are the costs of a non-separately metered utility service that are not attributable to the Common Elements. B. Separately Metered Services. By acceptance of a deed to a Unit,each Owner agrees to pay for all utility services separately metered or sub-metered or otherwise separately charged to that Unit. C. Non-Separately Metered Services. To the extent a utility service is not separately metered by the Units,its costs will be allocated as follows: The Common Expense Costs will be calculated as a fraction of the total costs of the non-separately metered utility service, the numerator of which is the square footage of the Common Elements and the denominator of which is the total square footage of the Condominium Project less the square footage of the Units separately metered for that service. The Common Expense Costs will be allocated among the Units in accordance with sections 2.9 and 2.19 herein. The Non-Common Expense Costs will be calculated as the total cost of the non-separately metered utility service less the Common Expense Costs of such service. The Non-Common Expense Costs will be shared equitably among the Units that do not separately meter that particular utility service based on those Units'square footage. 42 Inst.#2021062180,Pages:44 of 87 Section 8.2 Utility Metering. The Condominium Project may have separate water meter(s), electric meter(s) and gas meter(s) for some Units and not others, and the Board may require separate water meter(s),electric meter(s) and gas meter(s)for any Unit or Sub-Unit. If such separate meters are required,the Owner of the respective Unit shall pay all costs for the installation of such meters. All meters,together with any communications utilities and equipment within such Unit,will be a part of the Unit it serves and maintained by the Owner thereof at its cost.Owners may require or install separate meters for Sub-Units. ARTICLE IX-EASEMENTS Section 9.1 Nonexclusive Easements. In addition to any exclusive easements established in the Limited Common Elements,each of the Units and Common Elements shall also be subject to the following nonexclusive easements which shall be easements appurtenant to and running with the land,perpetually in full force and effect,and at all times inuring to the benefit of and being binding upon the Declarant, its successors and assigns, and any Owner,mortgagee, purchaser,and other Person having an interest in any i art or portion of the Condominium Project. A. Appurtenant to each Unit shall exist a nonexclusive easement: (i)over all the applicable Common Elements for use thereof by the Owner and for ingress,egress, utility services,support,maintenance and repairs to the Units;(ii)over the Limited Common Elements as necessary for structural support,utility services,maintenance and repairs;and(iii)over all other parts of the Condominium Project(including all other Units and Limited Common Elements)for structural support. B. The Declarant, Declarant Units Owner, and the Association shall have, and are hereby granted the right and easement to access and enter any Unit and any Common Elements or Limited Common Elements and access the shafts,roof and any other areas to work on structural, mechanical, plumbing, electrical, cable, television,communications equipment,internet cable or any other utility or other part of the infrastructure from time to time during reasonable hours,provided at least twenty-four(24)hours advance notice is given to the particular Owner before entering the Unit(except that access may be had at any time in case of emergency), (i)for maintenance, repair or replacement of any Common Elements therein or accessible therefrom; (ii)for operation and maintenance of the Condominium Project,(iii)to prevent damage to any other Units or Common Elements,or(iv)to perform any of the maintenance,replacement,repairs or services set forth herein. C. The Condominium Project shall be subject to,and each Owner shall be deemed to have granted,a perpetual non-exclusive easement for the benefit of the Association, each Owner, the Board, the Manager, and their respective employees, agents, successors and assigns, for ingress and egress upon any portions of the Condominium Project for the purpose of performing their respective obligations and duties under this Declaration,the Articles,the Bylaws and the Act. Section 9.2 Easement for Support. Without limiting Section 9.1 A, there is hereby granted and reserved to each Unit a non-exclusive easement for structural support over every other Unit in the Building in which the Unit is located and the Common Elements(including the Limited 43 Inst.#2021062180,Pages:45 of 87 Common Elements),and each Unit and the Common Elements shall be subject to a non-exclusive easement for structural support in favor of every other Unit in the Building in which the Unit is located and including the Common Elements and the Limited Common Elements. Section 9.3 Right to Grant Easements. The Declarant and the Association shall have the right and power to grant and maintain appropriate permits,licenses,and easements over,under and through the Common Elements for utilities,roads and other purposes necessary for the proper operation of the Condominium Project. The rights and duties of the Owners of each Unit with respect to sanitary sewer, water, electricity, gas, telephone lines, cable, television and similar facilities shall be governed by the following: A. Whenever sanitary sewer connections or water connections or electricity, gas, telephone television or cable lines are installed within the Condominium Project, which connections or any portion thereof lie in or upon Units owned by other than the Owner of the Unit served by said connection,the Declarant,the City,the Unit 1 Owner and the Association shall have the right, and are hereby granted,upon twenty-four(24)hours advance notice to the Owner of such Unit(except in the case of an emergency as to which no advance notice shall be required),an easement to enter or to permit the utility companies to enter any Unit within,upon or adjacent to which said connections,or any portion thereof lie,for the purpose of repairing, replacing,and generally maintaining said connections,as and when necessary. B. Whenever sanitary sewer connections or water connections or electricity, gas, telephone, cable, television or communications lines are installed within the Condominium Project,which connections serve more than one(1)Unit or Sub- Unit, the Owner of each Unit or Sub-Unit served by said connections shall be entitled to the full use and enjoyment of those portions of said connections which service his or her Unit or Sub-Unit. C. In the event of a dispute among Owners with respect to the sharing of any utilities, lines or connections,then,upon written request to the Association from one(1)of such Owners, the matter shall be submitted to the Board, who shall resolve the dispute. The decision of the Board shall be final and conclusive upon the parties. D. Easements over the entire Condominium Project for the installation and maintenance of electric,telephone,water,gas,cable,television and sanitary sewer lines and facilities,and for drainage facilities,and as may be required from time to time to service the Condominium Project, are hereby reserved by Declarant for itself,the City,the Unit 1 Owner,and the Association together with the right to grant and transfer the same. Section 9.4 Construction Easement. The Declarant hereby reserves in favor of itself, the Unit 1 Owner and their respective successors and assigns,their general contractor,,architect, engineer,appropriate City inspectors,and the Manager and any other Person authorized by the Board,any and all easements and rights-of-way through,under,over and across the Condominium Project for construction purposes and for the construction,installation,maintenance and inspection of the Buildings,the Units,and any and all improvements,structures and landscaping located on 44 Inst.#2021062180,Pages:46 of 87 or about the Condominium Project. Section 9.5 Declarant Units Exterior Portion Easement. There is hereby granted and reserved to the Declarant Units an exclusive, perpetual easement to use those portions of the surface of the façade of the Buildings, which are on the outside of the Declarant Units (the "Declarant Units Exterior Portion"), for signage (subject to Board approval), lighting,trade dress, and appurtenant facilities incidental thereto (including anchoring and electrical wiring), subject to all covenants,conditions and restrictions otherwise set forth herein,including,without limitation,the repair and maintenance obligations set forth in Section 4.2C. Section 9.6 Unit 5 Exterior Portion Easement. There is hereby granted and reserved to the Unit 5 an exclusive,perpetual easement to use those portions of the surface of the facade of the Buildings,which are located directly adjacent to Unit 5 and below the elevation established by the depiction set forth on Exhibit E(the"Unit 5 Exterior Portion"),for signage(subject to Board approval),lighting,trade dress,and appurtenant facilities incidental thereto(including anchoring and electrical wiring), subject to all covenants, conditions and restrictions otherwise set forth herein,including,without limitation,the repair and maintenance obligations set forth in Section 4.2C. Section 9.7 Unit 5 Freight EIevator Easement. There is hereby granted and reserved to the Declarant Units Owner or Owners a non-exclusive perpetual easement for the use of the freight ' elevator located partially within,or opening into,Units 3,4,and 5. The use of the elevator is subject to the Owner of the Declarant Units giving reasonable advance notice to the Owner of Unit 5 of the date and time of the intended use.The use granted herein shall only be for purposes that cannot be reasonably accomplished using other elevators within the Condominium Project (including without limitation the size of the freight or the danger of damage to a passenger elevator or stairway). The Owner of the Declarant Units shall comply with reasonable security requirements of the Owner of Unit 5.However,the easement to use the freight elevator does not grant the Declarant Unit Owner or Owners an easement for ingress and egress over and across • Unit 5. Section 9.8 Unit 6 Easement. There is hereby granted and reserved to the Owner of Unit 6 an exclusive and perpetual easement for ingress and egress to and from Unit 6 over and across Unit 4,as reasonably needed by the Owner of Unit 6 to access Unit 6. Section 9.9 Shipping and Receiving Easement. There is hereby granted and reserved to the Owner(s)of all Units a perpetual easement to use the shipping and receiving area of Unit 4 for shipping and receiving shipments to and from the Units, and for the collection and disposal of garbage,trash,and rubbish in that Unit's trash receptacle in a location approved the Owner of Unit 4 including access to and from the trash receptacle for the Unit and its trash service provider. ARTICLE X-ARCHITECTURAL CONTROL The Board shall regulate and control all of the structural,landscaping,aesthetic and design matters affecting the Condominium Project. No building,fence,wall,or other structure shall be commenced, erected or maintained upon the Condominium Project,nor shall any sign,exterior addition,change,or alteration be made to any Unit,Common Elements,or Building,until the plans 45 Inst.#2021062180,Pages:47 of 87 and specifications showing the nature,kind,shape,height,materials and location of the same have been submitted to and approved in writing by the Board,,provided such approval shall not be unreasonably withheld,conditioned or delayed so long as such design is consistent with similar Class A mixed-used developments within the City metropolitan area. ARTICLE XI-TERMINATION;AMENDMENT Section 11.1 Termination of Condominium. Except in the case of a taking of all the Units by eminent domain,the Condominium may be terminated,at any time,only by the agreement of Unit Owners of Units to which at least eighty percent(80%)of the votes in the Association are allocated. An agreement to terminate the Condominium must be evidenced by the execution or ratifications of a termination agreement,in the same manner as a deed by the requisite number of . Unit Owners. Section 11.2 Amendments to Declaration. A. Except in cases of amendments that maybe executed under the Act by the Declarant in the exercise of its Special Declarant Rights or under the Act by the Association or by certain Unit Owners,the Declaration,including Exhibit B,may be amended only by a vote of the Unit Owners to which at least sixty-seven percent(67%)of the votes in the Association are allocated. B. Except to the extent expressly permitted or required by the Act,an amendment to this Declaration shall not create or increase Special Declarant Rights,increase the number of Units or change the boundaries of any Unit,the Allocated Interest of a Unit, the use to which any Unit is restricted, or adversely affect the rights or liabilities of any Unit Owner,in the absence of the consent of the affected Unit Owners. C. An amendment to the Declaration shall not terminate or decrease any Special Declarant Right unless the Declarant approves the amendment in writing. D. Any amendment adopted by the Unit Owners pursuant to this Section shall be signed by the president or vice president of the Association and shall be Recorded within thirty(30)days after the adoption of the amendment. Any amendment made by the Declarant pursuant to this Section or the Act shall be executed by the Declarant and shall he Recorded. Section 11.3 Amendments to Other Condominium Documents. Except as otherwise permitted herein or under the Act,any amendment to Exhibit B,Articles,Bylaws or Rules that materially adversely affects the use or operation of any portion of a Unit and/or a Common Elements shall require the consent of the affected Unit Owner. Section 11.4 Successors in Interest. Each and every Owner and his or her respective mortgagees,grantees,licensees,trustees,receivers,Occupants,judgment creditors,heirs,legatees, devisees,administrators,executors,legal representatives,successors and assigns shall be deemed to have expressly agreed,assented and consented to each of the provisions of this Declaration and shall be deemed to have constituted and irrevocably appointed the Declarant as his or her lawful 46 Inst.#2021062180,Pages:48 of 87 attorney-in-fact to carry out the Special Declarant Rights and such power of attorney shall be deemed to be coupled with an interest and shall be irrevocable. ARTICLE XII-GENERAL PROVISIONS Section 12.1 Security. THE ASSOCIATION, THE DECLARANT, THE UNIT 1 OWNER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, REPRESENTATIVES, AND AGENTS SHALL NOT IN ANY WAY BE CONSIDERED INSURERS OR GUARANTORS OF SECURITY WITHIN THE CONDOMINIUM PROJECT. NEITHER THE ASSOCIATION,THE DECLARANT,THE UNIT OWNERS NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, REPRESENTATIVES OR AGENTS SHALL BE HELD LIABLE FOR ANY LOSS,DAMAGE,INJURY OR DEATH BY REASON OF FAILURE TO PROVIDE ADEQUATE SECURITY OR INEFFECTIVENESS OF SECURITY MEASURES UNDERTAKEN. EACH OWNER, OCCUPANT, GUEST, AND INVITEE ASSUMES ALL RISK OF LOSS,DAMAGE,INJURY OR DEATH TO NATURAL PERSONS, TO UNITS, AND TO THE CONTENTS OF UNITS AND FURTHER ACKNOWLEDGES THAT THE DECLARANT,THE UNIT 1 OWNER,THE ASSOCIATION, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, REPRESENTATIVES AND AGENTS HAVE MADE NO REPRESENTATIONS OR.WARRANTIES,NOR HAS ANY OWNER, OCCUPANT, GUEST,OR INVITEE RELIED UPON ANY REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED,RELATIVE TO ANY SECURITY MEASURES RECOMMENDED OR UNDERTAKEN,OR NOT UNDERTAKEN. Section 12.2 Noises and Smells. The Owner of Units 5 and 6 acknowledges and agrees that the use of the garage structure may cause noises and odors that will be heard and smelled from Units 5 and 6 and that such Owner and its Occupants shall have no right to complain about or take any action to curtail any such noises and/or odors so long as such noises and/or odors are consistent with garages within similar Class A mixed-used developments within the City metropolitan area, are otherwise in compliance with this Declaration and any applicable Rules adopted by the Board, and do not unreasonably and materially interfere with the use and occupancy of the Units 5 and 6. Section 12.3 Keys to Units. Each Owner shall upon request provide the Association or the Manager with a current set of keys to the Owner's Unit and any Sub-Units,and a pass code for any security system installed. However,neither the Association nor the Manager shall,without the Owner's consent,enter the Owner's Unit or any Sub-Units for any purpose other than those specifically described in this Declaration,including sections 5.2.B and 9.1.B. Section 12.4 Binding Effect and Duration. This Declaration and all covenants, conditions,restrictions,terms,provisions,rights,obligations and easements hereunder(i)are made for the direct,mutual and reciprocal benefit of each portion of the Condominium Project, each Owner and any mortgagees thereof,the Association,and the Declarant,(ii)create mutual equitable servitudes upon each portion of the Condominium Project in favor of every other portion; (iii)constitute covenants running with the land; (iv)bind and inure to the benefit of the Association, the Declarant, all Owners and all future Owners, and the heirs, personal representatives,successors and assigns of each of the foregoing;and(v)shall continue in full force and effect for a term of twenty years after the date of this Declaration,after which time they shall be automatically renewed and extended for successive periods of ten years. Notwithstanding the 47 Inst.#2021062180,Pages:49 of 87 • foregoing, this Declaration may be amended or terminated at any time as set forth in this Declaration. Section 12.5 Enforcement. The Association,the Declarant,and each Owner shall have the right to enforce,by any proceeding at law or in equity,all covenants,conditions,restrictions, terms, provisions, duties, obligations, rights, privileges and liens now or hereafter imposed or created by or pursuant to the provisions of this Declaration. In particular,and without limitation, legal relief may be sought by the Association against any Owner,or by an aggrieved Owner against the Association or another Owner,to enforce compliance with this Declaration,the Articles,the Bylaws,the Rules of the Association,and the decisions of the Association. The failure of any of the foregoing to enforce any provision of this Declaration at any time or for any period of time shall not be deemed a waiver of the right to do so thereafter. Section 12.6 Estoppel Certificates.The Association,the Declarant and each Owner shall, upon the written request(which shall not be more frequent than three(3)times during any calendar year)of any other Owner,the Association,or the Declarant,issue to such requesting party or its prospective mortgagee or purchaser, an estoppel certificate stating, to the best of the issuer's knowledge: A. whether it knows of any default under this Declaration by the requesting party,and if there are known defaults,specifying the nature thereof; B. whether this Declaration has been assigned,modified or amended in any way by it and if so,then stating the nature thereof; C. whether this Declaration is in full force and effect;and D. whether there are any sums due and owing by the requesting party under this Declaration. Section 12.7 Severability. If any covenant,restriction,obligation,term or condition of this Declaration, or the application thereof to any Person or circumstance,shall to any extent be held by a court of competent jurisdiction to be invalid or unenforceable,the remainder of this Declaration, or the application of such covenant, restriction, obligation, term or condition to Persons or circumstances other than those as to which it is held invalid or unenforceable,shall not be affected thereby and each such covenant, restriction, obligation, term or condition of this Declaration shall be valid and fully enforceable. Section 12.8 Section Headings. The headings of Articles and Sections of this Declaration are for convenience only and shall not be considered in construing or interpreting its provisions. Section 12.9 Gender and Number. Whenever used herein, unless the context shall otherwise provide,the singular number shall include the plural,the plural the singular,and the use of any gender shall include all genders. • Section 12.10 Interpretation. This Declaration shall be governed under the laws of the State. The provisions of this Declaration shall be construed liberally to effect its purpose of creating a uniform plan for the development,operation and administration of the Condominium 48 Inst.#2021062180,Pages:50 of 87 Project. Failure to enforce any provision shall not constitute a waiver of the right to enforce the same or any other provision of this Declaration at a later date. Section 12.11 Conflict Among Documents. In the event of any conflict between the provisions of this Declaration and the other Condominium Documents,then,subject to applicable law, the provisions of this Declaration shall supersede and be controlling over the conflicting provisions of the other Condominium Documents. [SIGNATURE APPEARS ON NEXT PAGE] 49 Inst.#2021062180,Pages:51 of 87 IN WITNESS WHEREOF, the Declarant has duly executed this Declaration of Condominium Together with Covenants,Conditions and Restrictions for BLACKSTONE PLAZA Condominiums. BLACKSTONE PL LC,a Nebraska limited liability company By: N . John F.L d Tit e: Manager STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged hfore me this Ld ay of u 2021,by John F.Lund,Manager of Blackstone Plaza LLC,a Nebraska limited liability ompany, on behalf of the limited liability company. WITNESS,my hand and notarial seal in said county and state the day and year last above written. GENERAL NOTARY-State ar Nabrasrca /�]� 1�� JANE M HEATH // ,61it . My Comm.Exp.February 4,2022, Notary P bli DANc /11.LC, a t aska ' ited liability company, By: ,7 Daniel P.Smith Title: Manager/Member STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this tday of 414 q 2021;by Daniel P.Smith,Manager of Dansam II,LLC, a Nebraska limited liability company,on behalf of the limited liability company. WITNESS my hand and notarial seal in said county and state the day and year last above written. r , � GENERAL NOTARY-State at Nebraska bYli( / {�` a�W 6 ' jtsJANE M.HEATH Notary P lic My Corr a.Exp.February 14,2022 Signature Page to Declaration of Condominium together with Covenants,Conditions and Restrictions for Blackstone Plaza Condominiums S-I Inst.#2021062180,Pages:52 of 87 EXHIBIT A Legal Description of Land The following real property locates!in Omaha,Douglas County,Nebraska: LOTS TWENTY (20), TWENTY-ONE (21), TWENTY-TWO (22), TWENTY-THREE (23), TWENTY-FOUR (24) AND TWENTY-FIVE (25), BLOCK TWO (2), REED'S FIFTH ADDITION TO THE CITY OF OMAHA, AS SURVEYED, PLATTED AND RECORDED, DOUGLAS COUNTY,NEBRASKA. ALSO THE WEST 48.20 FEET OF SUB-LOT THREE (3),ALL OF SUB-LOTS FOUR(4),FIVE(5),AND SIX(6)IN TAX LOT ELEVEN(11)IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER (SW 1/4 NW 1/4) OF SECTION TWENTY-ONE(21),TOWNSHIP FI IEEN(15)NORTH,RANGE THIRTEEN(13) EAST OF THE SIXTH PRINCIPAL MERIDIAN IN THE CITY OF OMAHA, DOUGLAS COUNTY,NEBRASKA. AND THAT PART OF SUB-LOTS TWO (2) AND THREE (3) IN SAID TAX LOT ELEVEN(11),MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE COMMON NORTH CORNER OF LOTS NINETEEN (19) AND TWENTY(20),IN BLOCK TWO(2) IN SAID REED'S FIFTH ADDITION,THENCE WEST ALONG THE SOUTH LINE OF THE SAID SUB-LOTS TWO (2) AND THREE (3) A DISTANCE OF 59.1 FEET; THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF SAID SUB-LOT THREE(3)A DISTANCE OF 4.54 FEET;THENCE EAST TO A POINT WHICH IS 4.25 FEET NORTH OF THE POINT OF BEGINNING ON A NORTHERLY EXTENSION OF THE COMMON LOT LINE OF SAID LOTS NINETEEN (19) AND TWENTY(20),BLOCK TWO(2);THENCE SOUTH TO THE POINT OF BEGINNING. Exhibit Page to Declaration of Condominium together with Covenants,Conditions and Restrictions for Blackstone Plaza Condominiums A-I Inst.#2021062180,Pages:53 of 87 EXHIBIT B Plat and Plans [Follows] Exhibit Page to Declaration of Condominium together with Covenants.Conditions and Restrictions for Blackstone Plaza Condominiums B-1 Inst.#2021062180,Pages:54 of 87 Project No.EGA201259 Dote: 2/16/21 DESCRIPTION & SKETCH 1 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS SITE ORIENTATION NORTH t z ( lalAve z¢alptal 1 I W t 'S- �� a W Wv. W y N a ;��' K w Dodge St ro ! [ledge St N to IA N 'e . I W Wt..N.S ��A T �I 'U 1 ry Famam St �aF^ n N_ ' .ttemey St ��A Dewey Ave 3 0dOevvey Ave\i, De w Dewey Ave �� `0 owartl t �. ,n S W Oil 1 b 1.1 R r LOCATION i i to N s 4g6,1 m St IN OMAHA, 1 fl m ,<, r., NE e, ■ N A „e" N H — T - •.• m~ LAND SURVEYOR'S CERTIFICATE •- I HEREBY CERTIFY THAT THIS PLAT, MAP, SURVEY, OR REPORT WAS MADE BY ME OR / . G1STE,Q •. �44 UNDER MY DIRECT PERSONAL SUPERVISION AND THAT I AM A DULY REGISTERED LAND 4 • �� F�'9 •• SURVEYOR UNDER THE LAWS OF THE STATE OF NEBRASKA. i .• • ' i LS-510 S.i • ., DATE: 2/23/21 ,r• l":74,/ ApQ- ;i • 4/ .••. v�•�: WILLIAM A. WHITE, Jr. LS — 510 ••4/4•..SUN. ck-4' ""�M A ,\N'_ EHRHART GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:55 of 87 Project No.EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 2 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS LAND DESCRIPTION 250.20'R FARNAM Math) 250.17' A 389'47'39"E SUB-LOT 8 SUB-LOT 5 SUB-LOT 4 SUB-LOT 3 SUB-LOT 2 SUB-LOT 1 w TAX LOT 11 S0011'09"W r. .-184.71' C b 185.02' R o i z S89'50'21 t 0 0, 58.29' A o �57.B1'R 59.1'D N N - - l Q re 0O Oi• a1 25 vitO 24 23 @'rcti ` 22 21 20 w 1�5 n 19 18 °% ut 308.98' A N89'46'43"W 309.20'R HARNEY STREET AGL. EHRHART NORTH SCALE 1* =60, GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:56 of 87 Project No.EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 3 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS LAND DESCRIPTION LEGAL DESCRIPTION: LOTS TWENTY (20), TWENTY-ONE (21), TWENTY-TWO (22), TWENTY-THREE (23), TWENTY-FOUR (24) AND TWENTY FIVE (25), BLOCK TWO (2), REED'S FIFTH ADDITION TO THE CITY OF OMAHA, AS SURVEYED, PLATTED AND RECORDED, DOUGLAS COUNTY, NEBRASKA. ALSO THE WEST 48.20 FEET OF SUB-LOT THREE (3), ALL OF SUB-LOTS FOUR (4), FIVE (5), AND SIX (6) IN TAX LOT ELEVEN (11) IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER (SW 1/4 NW 1/4) OF SECTION TWENTY-ONE (21), TOWNSHIP FIFTEEN (15) NORTH, RANGE THIRTEEN (13) EAST OF THE SIXTH PRINCIPAL MERIDIAN IN THE CITY OF OMAHA, DOUGLAS COUNTY, NEBRASKA. AND THAT PART OF SUB-LOTS TWO (2) AND THREE (3) IN SAID TAX LOT ELEVEN (11), MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE COMMON NORTH CORNER OF LOTS NINETEEN (19) AND TWENTY (20), IN BLOCK TWO (2) IN SAID REED'S FIFTH ADDITION, THENCE WEST ALONG THE SOUTH LINE OF THE SAID SUB-LOTS TWO (2) AND THREE (3) A DISTANCE OF 59.1 FEET; THENCE NORTH ON A UNE PARALLEL WITH THE WEST LINE OF SAID SUB-LOT THREE (3) A DISTANCE OF 4.54 FEET; THENCE EAST TO A POINT WHICH IS 4.25 FEET NORTH OF THE POINT OF BEGINNING ON A NORTHERLY EXTENSION OF THE COMMON LOT LINE OF SAID LOTS NINETEEN (19) AND TWENTY (20), BLOCK TWO (2); THENCE SOUTH TO THE POINT OF BEGINNING COLLECTIVELY BEING DESCRIBED AS FOLLOWS. BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 20, BLOCK 2, REED'S FIFTH ADDITION; THENCE NORTH 89'46'43"WEST ON THE SOUTH UNE OF SAID LOTS 20, 21, 22, 23, 24 AND 25, A DISTANCE OF 308.98 FEET TO THE SOUTHWEST CORNER OF SAID LOT 25; THENCE NORTH 0010'57" EAST ON THE WEST UNE OF SAID LOT 25 AND NORTHERLY PROJECTION THEREOF, BEING THE EAST RIGHT-OF-WAY LINE OF 36TH STREET, A DISTANCE OF 284.09 FEET TO THE POINT OF INTERSECTION WITH THE SOUTH RIGHT-OF-WAY LINE OF FARNAM STREET, SAID POINT OF INTERSECTION ALSO BEING THE NORTHWEST CORNER OF THE AFORESAID SUB-LOT 6 OF TAX LOT 11; THENCE SOUTH 89'47'39"EAST ON SAID SOUTH RIGHT-OF-WAY LINE AND THE NORTH LINE OF SAID SUB-LOTS 6, 5, 4 AND 3, A DISTANCE OF 250.17 FEET TO A POINT ON THE EAST LINE OF THE WEST 48.20 FEET OF SAID SUB-LOT 3; THENCE SOUTH 0011'09"WEST ON SAID EAST UNE OF THE WEST 48.2 FEET, A DISTANCE OF 184.71 FEET; THENCE SOUTH 89'50'21"EAST, A DISTANCE OF 58.29 FEET TO A POINT OF INTERSECTION WITH THE NORTHERLY PROJECTION OF THE EAST LINE OF THE AFORESAID LOT 20, BLOCK 2, REED'S FIFTH ADDITION; THENCE SOUTH 00'07'38"EAST ON SAID PROJECTED LINE AND THE EAST LINE OF SAID LOT 20, A DISTANCE OF 99.52 FEET TO THE POINT OF BEGINNING. EHRHART GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:57 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 4 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS STRUCTURE LOCATION 0.5'FARNAN STREET SITE BOUNDARY r ,. 149.0' SITE CE 38.4' SUB-LOT 8 SUB-LOT 5 SUB-LOT 4 3 SUB-LOT 0 / 2 SUB-LOT 1 m° TAX LOT 11 i N STRUCTURE UNITS / tr) 74 >...,„....„...---''''----- /1 7/1 InN / 19 120.9' 24 23 a 22 21 2� 99.3' SITE CE �.e� / SITE CE 10 9.3' � 3.6' /1,.• • BOUNDARY HARNEY STREET . .> EHRHART NORTH SCALE 1*) GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages:58 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 5 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS • SITE ELEVATIONS-1 SIXTEENTH FLOOR FIFTEENTH FLOOR FOURTEENTH FLOOR TWELFTH FLOOR ELEVENTH FLOOR TENTH FLOOR NINTH FLOOR EIGHTH FLOOR SEVENTH FLOOR SIXTH FLOOR FIFTH FLOOR U) FOURTH FLOOR THIRD FLOOR PARKING GARAGE 105'6'GARAGE LEVEL 700/103'9'SECOND FLOOR SECOND FLOOR (" LEVEL 700 = JIDO'3'GARAGE LEVEL 600 cc ¢- LEVEL 95' 90'0'GARAGEOOR LEVEL.500 FRSr FL LL �69'9"GARAGE LEVEL 400 LEVEL 3UU 64'6"GARAGE LEVEL.300 CONCOURSE LEVEL 200 -79'3'GARAGE LEVEL 200 177'CONCOIRSE 76'9"LEVEL 100 36TH ST— LOOKING EAST SIXTEENTH FLOOR FIFTEENTH FLOOR FOURTEENTH FLOOR TWELFTH FLOOR ELEVENTH FLOOR TENTH FLOOR NINTH FLOOR EIGHTH FLOOR SEVENTH FLOOR SIXTH FLOOR FIFTH FLOOR 0 a FOURTH FLOOR N THIRD FLOOR cn 105'6°GARAGE LEVEL 700 3 rmi 103'9"SECOND FLOOR SECOND FLOOR J/TOOTGARAGELE!a000 a 950'WAGE LEVEL.500 w FIRST FLOOR �90'FlASr FLOOR G99.9"GARAGE LEVEL.400 \\ v<v\\\\\\\��•c ct \,\\\\\\\\\\�<. '(.�' �64'6'GAAGE LEVEL 300 CONCOURSE t 79'3"GARAGE LEVEL.7A0 71'CONCOURSE 76'9'LEVEL 100 EHRHART FARNAM ST — LOOKING SOUTH GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:59 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 6 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS SITE ELEVATIONS-2 SIXTEENTH FLOOR FlrittNTH FLOOR FOURTEENTH FLOOR TWELFTH FLOOR ELEVENTH FLOOR TENTH FLOOR NINTH FLOOR EIGHTH FLOOR SEVENTH FLOOR SIXTH FLOOR FIFTH FLOOR N FOURTH FLOOR 105'6'GARAGE LEVEL 700En 103'9"SECOND FLOOR Z THIRD FLOOR 100'3'GARAGE LEVEL 600� 95'0'GARAGE LEVEL 500 = SECOND FLOOR 90'FIRST RAOR\ cc 89'9'GARAGE LEVEL 400-4_\ 7' O\\\��\\-„ ,c FIRST FLOOR 8416"GARAGE LEVEL 300— DATA CENTER r«\C tC\C CONCOU cc\\�\\\\\\\\\\\ 81'3'GARAGE ACCESSORY STRUCTURE-; - CONCOURSE 79'3`GARAGE LEVEL 200' &DATA CENTER FLOOR 77'CONCOURSE 76'9'LEVEL 100 SITE EAST END - LOOKING WEST SIXTEENTH FLOOR FIFTEENTH FLOOR FOURTEENTH FLOOR TWELFTH FLOOR ELEVENTH FLOOR TENTH FLOOR NINTH FLOOR EIGHTH FLOOR SEVENTH FLOOR SIXTH FLOOR N 1. FIFTH FLOOR FOURTH FLOOR aN THIRD FLOOR F 105'6'GARAGE LEVEL 700 LEVEL 700 a 10303'''9 SECOND BOOR 800 Lai10 CADAGE LEVEL _�95'0'GARAGE LEVEL 500 FIRST FLOOR I� I FBI_3 F A X' \\\' -89'9'GARAGE LEVEL 400 ,DATA CENTER` —84'6'GARAGE LEVEL 700 GARAGE ACCESSORY STRUCTURE \793'GARAGE LEVEL 200 &DATA CENTER FLOOR E H R HA RT GRIFFIN & HARNEY ST- LOOKING NORTH 76'CONCOURSE 76'9"LEVEL 100 ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farman Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:60 of 87 Project No, EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 7 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS DESIGNATIONS, AREAS AND SURVEYOR'S NOTES FOR THESE EXHIBITS UNIT 1 - TOWER UNIT 2- LOBBY AND 1ST FLOOR COMMERCIAL AREA UNIT 3-CONCOURSE UNIT 4-PARKING STRUCTURE UNIT 5-STUDIO UNIT 6 -DATA STRUCTURE CE- COMMON ELEMENT LCE - LIMITED COMMON ELEMENT UNIT AREA TABLE SQUARE UNIT FEET PERCENTAGE LESS UNIT 4 1 158,152 48.95% 73.17% 2 13,029 4.03X 6.03% 3 14,804 4.58% 6.85% 4 106,946 33.10% 5 28,408 8.79% 13.14% 6 1,738 0.54% 0.80% TOTAL 323.077 100.00% 100.00% TOTAL LESS UNIT 4 216,131 ELEVATIONS REFERENCED FOR FLOOR DELINEATION ARE AS TAKEN FROM THE ORIGINAL CONSTRUCTION PLANS FOR THE STRUCTURES INCLUDED IN THIS CONDOMINIUM. 410k. TH EHRHART SCAR 6O' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages:61 of 87 • Project No. EGA201259 Date: 2/16/21 DESCRIPTION Sc SKETCH 8 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS CONCOURSE FARNAM STREET pI —1-="ce6 �L Concourse Level CE =...,r 1{..m--I . =- 1 -LOr 5 CE = • • UNIT 3uc-- 1-- r - T C7: 'SUB-LCT 4' .1 .S.) -LOT 3 SUB-LOT 2 �� UNIT 3 API ;II ;;, i _ _, I "UNIT 4 x o,2 UNIT = I . 1 11 I it r UNIT 4 UNIT 4 25 24 2304 7_, 22 21 j 1919 o5 �" (Utl1161 HARNEY STREET KEY: A )1' UNIT=CONDOMINIUM UNIT(#) CE LCE=COMMONCO�ON ELEMENT ENT NORTH EHRHARTSCALE 1- =60. GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:62 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 9 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS CONCOURSE UNIT 3 FARNAM STREET Anj \_589'47.39'E.O SO0'O0'00"E 599 47'39'E1 (�j�,'4Y7 76.52'A Q.� 35.75'A 0.79'A y. f �� FC B� Q, CE SUB—LOT 5 <o ter �yyy°N90'00'00"E S0000'OO'E o CE �3.14'A N90'p0'p0"E 24 57'A ai •( 1 6.45'A �- W SUB—LOT 6 b t N4Sno'00 W 0 0 10.79'A. UNIT 3 <W J z ^ N90ro0'oo•w o 32,41'P 18.18'A m� N9050.00"E EE N901 O'0o^w SUB—LOT 4 o CE 6 43.22'A CT190'00'00"E NOYOO'00'E N9090'00'W aSUB—LOT 3 QQ\��7 500'093 A w w 24.54'A 17A3'A 20.63'A� CE - N90130'00"E Z ��G�` N9080.00•E 0`CE < o 20.61•A CE= 5.70'A o m 'm �N00'00'A00'E LCE W c � • o 13.60' 59.11'A I I W N Z w < 26.84'A N90TID'00� 4 a S00130'00 E 50000'00'E W g P 1O N90 00'00"E ^ 0 13.66'A 8.19'A 0_ a. o N9000'00'W _N90'00'00"W N 1'AX LOT 11 16.55'A 7.'I'A UNIT 3 NOE130'oo"E I- 187'" UNIT 4 to 100.30'A N90'00'00•W 1 KEY: UNIT=CONDOMINIUM UNIT(#) CE =COMMON ELEMENT EHRHART LCE=LIMITED COMMON ELEMENT NORTH SCALE 1" =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:63 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 10 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS CONCOURSE UNIT 3 LEGAL DESCRIPTION: A PORTION OF UNIT 3 - CONCOURSE LEVEL A PORTION OF SUB-LOTS 3, 4, 5 AND 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB-LOT 6; THENCE SOUTH 89'47'39"EAST ON THE NORTH LINE OF SAID SUB-LOT 6, A DISTANCE OF 76.52 FEET; THENCE SOUTH 001)0'00"EAST, A DISTANCE OF 35.75 FEET TO THE POINT OF BEGINNING. THENCE NORTH 901)0'00"EAST, A DISTANCE OF 24.57 FEET; THENCE SOUTH 00'00'00'EAST, A DISTANCE OF 3.14 FEET; THENCE NORTH 90'00'00'EAST, A DISTANCE OF 116.45 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 47.94 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 20.63 FEET; THENCE SOUTH 00'0O'00'EAST, A DISTANCE OF 8.19 FEET; THENCE NORTH 90'00'00°WEST, A DISTANCE OF 7.31 FEET; THENCE NORTH OITO0'00"EAST, A DISTANCE OF 3.87 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 16,55 FEET; THENCE SOUTH 00'00'00'EAST, A DISTANCE OF 13.66 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 59.11 FEET; THENCE NORTH 00'00'00'EAST A DISTANCE OF 13.60 FEET; THENCE NORTH 90'00'00"EAST, A DISTANCE OF 20.81 FEET; THENCE NORTH 00.00'00"EAST, A DISTANCE OF 17.43 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 18.18 FEET; THENCE NORTH 45'00'O0"WEST, A DISTANCE OF 10.79 FEET; THENCE NORTH 90'00'001WEST, A DISTANCE OF 32.41 FEET; THENCE NORTH 00'00'00"EAST A DISTANCE OF 30.41 TO THE POINT OF BEGINNING. AND LEGAL DESCRIPTION: A PORTION OF UNIT 3- CONCOURSE LEVEL A PORTION OF SUB-LOTS 5 AND 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OFF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB-LOT 6; THENCE SOUTH 89'47'39"EAST ON THE NORTH UNE OF SAID SUB-LOT 6, A DISTANCE OF 0.79 FEET; THENCE SOUTH 00100'OO'EAST, A DISTANCE OF 71.51 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90100'00'EAST, A DISTANCE OF 43.22 FEET; THENCE SOUTH 00'00'00"EAST,A DISTANCE OF 5.93 FEET; THENCE NORTH 90'00'00"EAST, A DISTANCE OF 5.70 FEET; THENCE SOUTH 00'00'00'EAST, A DISTANCE OF 35.61 FEET; THENCE NORTH 90100'00°EAST, A DISTANCE OF 26.84 FEET; THENCE.NORTH 00'00'00"EAST, A DISTANCE OF 35.61 FEET; THENCE NORTH 901)0'00"EAST, A DISTANCE OF 24.54 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 85.73 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 100.30 FEET; THENCE NORTH 00'0O'00"EAST, A DISTANCE OF 91.66 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND UNITED COMMON ELEMENTS AS SHOWN HEREON. KEY: UNIT=CONDOMINIUM UNIT(g) AOlk CE =COMMON ELEMENT EHRHART LCE=LIMITED COMMON ELEMENT NORTH SCALE 1" =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:64 of 87 Project No.EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 11 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS CONCOURSE APO UNIT 4 LEGAL DESCRIPTION: A PORTION OF UNIT 4— CONCOURSE LEVEL A PORTION OF SUB—LOTS 3, 4 AND 5 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY—ONE, TOWNSHIP FIFTEEN NORTH, RANCE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB—LOT 6; THENCE SOUTH 89'47'39"EAST ON THE NORTH LINE OF SAID SUB—LOT 6, A DISTANCE OF 101.09 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 111.22 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00"EAST, A DISTANCE OF 12.84 FEET; THENCE NORTH 00100'00"EAST, A DISTANCE OF 6.49 FEET; THENCE NORTH 90T10'00'EAST, A DISTANCE OF 136.18 FEET THENCE SOUTH 00'00'00-EAST, A DISTANCE OF 58.08 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 149.02 FEET; THENCE NORTH OO'O000'EAST,A DISTANCE OF 51.59 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. ses a77s•E FARNAM STREET �101.09'A C, vF4 CE �yT 500T00'00"E CE 111.22'A CE W U SUB—LOT 6 UNIT 3 CE- L CE SUB—LOr 5 SUB—LOT 4 SUB—LOT 3 • CE A,04 CE CE ri "Fcyas TAX LOT 1119ovo'oo•e CE CE E , 136.18'A \\*_60oro0'00'E 6.49'A UNIT-3 W Nsovo'oo"E m o E - 1z84'A UNIT 4 „ N w 2 I- 149.02'A N) 690'00'00"W 1/.> KEY: UNIT=CONDOMINIUM UNIT(#) CE =CIOMTMONCEL COMMON ELEMENT T NORTH EHRHART SCALE =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages: 65 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 12 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS CONCOURSE APO UNIT 4 LEGAL DESCRIPTION: A PORTION OF UNIT 4- PRIMARY GARAGE STRUCTURE A PORTION OF SUB-LOTS 3,4, 5 AND 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF 1HE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND PORTIONS OF LOTS 21,22, 23, 24 AND 25, BLOCK 2, REED'S FIFTH ADDITION, A SUBDIVISION AS SURVEYED, PLATTED AND RECORDED IN DOUGLAS COUNTY, NEBRASKA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF SAID LOT 25; THENCE SOUTH 89'46'43"EAST ON THE SOUTH UNE OF SAID LOT 25, A DISTANCE OF 9.41 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00'EAST, A DISTANCE OF 121.74 FEET; THENCE NORTH 00100'00"EAST, A DISTANCE OF 240.33 FEET; THENCE SOUTH 90'00'00'EAST, A DISTANCE OF 121.74 FEET; THENCE NORTH 00'00'00"WEST,A DISTANCE OF 240.33 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. FARNAM STREET CE CE U UNIT 3 CE- 506:LOT 6 CE crcrni 5 SUB-LOT 4 SUB-LOT 3 SUB-LOT 2 CE �n CE TM LOT 11 UNIT 3 UNIT 4 N90'CD'OO'E 240.33'A w y. O o UNIT 4 n g UNIT 4 24oto, ' p Z 22 21 fi 20 19 ticAP (UNIf 6) 47 r 240.33'A 569'46'43"E N90T]0'OD'W j 9.41'A HARNEY STREET KEY: UNIT=CONDOMINIUM UNIT(#) CE LCE=LIMfMON 1ID COMMON ELEMENT MENT NORTH EHRHART SCALE ,. _�. GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:66 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 13 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS CONCOURSE UNIT 4 - GARAGE ACCESSORY STRUCTURE LEGAL DESCRIPTION: A PORTION OF UNIT 4-GARAGE ACCESSORY STRUCTURE A PORTION OF SUB-LOT 3 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN NORTH,RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN,AND PORTIONS OF LOTS 20 AND 21, BLOCK 2, REED'S FIFTH ADDITION, A SUBDIVISION AS SURVEYED, PLATTED AND RECORDED IN DOUGLAS COUNTY, NEBRASKA, SITUATED ABOVE ELEVATION 81' 3", AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID LOT 20; THENCE NORTH 8946'43-WEST ON THE SOUTH UNE OF SAID LOT 20, A DISTANCE OF 4.54 FEET; THENCE NORTH 00'00'00'WEST, A DISTANCE OF 0.36 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'0O"WEST, A DISTANCE OF 54.71 FEET; THENCE NORTH 00'OO'00"EAST, A DISTANCE OF 99.34 FEET; THENCE NORTH 90'00'00"EAST, A DISTANCE OF 54.71 FEET; THENCE SOUTH OD'00'00"EAST, A DISTANCE OF 99.34 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PART AS DESCRIBED HEREIN AS UNIT 6. SUBJECT TO COMMON ELEMENTS AND UMITED COMMON ELEMENTS AS SHOWN HEREON. w U UNIT 3 CE— S 5 SUB-LOT 4 SUB-LOT 3 SUB-LOT 2 CE CE JCEn CE TAX LOT 11 UNIT 4 N90'00'0D'E 54.71'A 1 W id 5 Q O UNIT 4 $� UNIT 4 3 20 °' ;t 22 21 i O1[.,........ 19 N0Q'OD'OD'E 0.36'A HARNEY STREET N9o00'DO•wJ " ?q,. 54.71'A N8916'434W ' 4.54'A °r 41/2)‘' KEY: UNIT-CONDOMINIUM UNIT(#) CE =COMMON ELEMENT NORTH E H R H A RT LCE=LIMITED COMMON ELEMENT scAii 1. =40 , GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages:67 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 14 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS CONCOURSE UNIT 6 — DATA CENTER LEGAL DESCRIPTION: A PORTION OF UNIT 6 - DATA CENTER A PORTIONS OF LOTS 20 AND 21,BLOCK 2, REED'S FIFTH ADDITION, A SUBDIVISION AS SURVEYED, PLATTED AND RECORDED IN DOUGLAS COUNTY, NEBRASKA, SITUATED ABOVE ELEVATION 79' 3"AND BELOW ELEVATION 95'0", AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID LOT 20; THENCE NORTH 89'46'43"WEST ON THE SOUTH LINE OF SAID LOT 20, A DISTANCE OF 11.23 FEET; THENCE NORTH 00'00'00"WEST, A DISTANCE OF 5.49 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00"WEST, A DISTANCE OF 43.05 FEET; THENCE NORTH 00'00'00'EAST, A DISTANCE OF 26.50 FEET; THENCE NORTH 91700'00"WEST, A DISTANCE OF 4.96 FEET; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 7.10 FEET; THENCE NORTH 90'00'00'EAST, A DISTANCE OF 8.00 FEET; THENCE NORTH 00'OO'00"EAST, A DISTANCE OF 6.40 FEET; THENCE NORTH 901I0'00"EAST, A DISTANCE OF 40.01 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 40.00 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. ' I V<�1S OF ''181 5p0 t 2 UPP� A S 6yKp;DDITION 95D GnR st+ER FLOOR REED P• Rl VP��LOT 3 21 � Nooroo'Do'E 20 UPPEA 00O 6 3 6,40'A E1b N90'00'00'E N90'OD'OD"E . 1 g am'A /40.01'A NO0'00'001 7.10'A� .4� � la N90'00'00"W 8 Q ,<c, 4 W96'A c a dQ F 41 o m / NOOroO'00E _ ��5.49'A 0 A poi HARNEY STREET N89� "A Co41�FoF AOk KEY: UNIT=CONDOMINIUM UNIT(#) CE =COMMON ELEMENT EHRHART LCE=LJMIIID COMMON ELEMENT NORTH SCALE 1' =30' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:68 of 87 Project No. EGA201 259 Date: 2/16/21 DESCRIPTION & SKETCH 15 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS FIRST FLOOR PLAN FARNAM STREET 1— iI 4 .a .i, ;: a a -.i _t. _ i-- ,',Ai.: = 1mill1 _ i m n w m l e n ,. CE i fCi3_t.oT6 llSU8 :0,1B "�SUB Ire 37B=LOT.3 SUB-LOT 2 IL , [ '9l P UNIT -- t i 1 J (tUN:� I ,J . I . 1 --, CE Tl nr i 1 4Ll I. n fir%///i* 1 6 1 ;,) I ;' :1 1 I llr. 1 l F. - 1 I i,i1 I 111I I ba — It 1 • 1 k4I IZs 231 II I 122 I b t1 i 20 19 CE to I I1: 11i1111 +i I I I HARNEY STREET KEY: UNIT=CONDOMINIUM.UNIT(#) CE =COMMON ELEMENT H EHRHART LCE=LIMITED COMMON ELEMENT sCANLE�RT=50 GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages:69 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 16 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS FIRST FLOOR PLAN UNIT 2 LEGAL DESCRIPTION: UNIT 2 A PORTION OF SUB-LOTS 4, 5 AND 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB-LOT 6; THENCE SOUTH 89'47'39-EAST ON THE NORTH LINE OF SAID SUB-LOT 6, A DISTANCE OF 17.29 FEET; THENCE SOUTH 00'00'00'EAST, A DISTANCE OF 0.66 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00"EAST, A DISTANCE OF 83,80 FEET; THENCE SOUTH 00'00'00-EAST, A DISTANCE OF 57.42 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 26.74 FEET; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 22.95 FEET; THENCE NORTH 90'00'00"WEST,A DISTANCE OF 24.64 FEET; THENCE SOUTH 00'OO'00"EAST, A DISTANCE OF 29.74 FEET; THENCE NORTH 90'O0'00"WEST, A DISTANCE OF 32.42 FEET; THENCE SOUTH 00130'00"EAST, A DISTANCE OF 14.00 FEET; THENCE NORTH 90'00'00-EAST, A DISTANCE OF 32.42 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 34.11 FEET; THENCE NORTH 90'00'00"EAST, A DISTANCE OF 25.29 FEET; THENCE NORTH 00'00'0O"EAST, A DISTANCE OF 23.30 FEET; THENCE NORTH 90'00'00'EAST, A DISTANCE OF 6.59 FEET; THENCE NORTH 00'00'00"EAST,A DISTANCE OF 6.99 FEET; THENCE NORTH 90'00'00" EAST, A DISTANCE OF 19,50 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 80.42 FEET; THENCE NORTH 90110'00"WEST, A DISTANCE OF 100.30 FEET; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 152.24 FEET; THENCE NORTH 90'00'00"EAST, A DISTANCE OF 16.50 FEET THENCE NORTH 00'00'00-EAST, A DISTANCE OF 10.21 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. 969'4739'E SOD'OD'OO'E 17.29'A� �0.66'A FARNAM STREET N90roD•00"E �6�`��`_ 71 p01Nl.OF 63.80 A Sc °EONNING UNIT 2 W cJ 24.64' N90ti0'A '00'W N o NOO'00'00'E H a 10.21'A c a m N90T10'00"EJ SOOOD'00"E CE °' 16.50'A 29.74'A'" g m W a 2 "26.74'A CE J w N90'00'00'W CE N90'00'OD"11r _ g 14 o 32.42'A g"ICE SUB—LOT 5 32.42'A mum E c SUB-LOT 4 SJB-LOT 3 H N90'00'00"E CE 9.50'A NO0'00'00'E SUB-LOT 6 L� 899.A UNIT 5 o < N90'00'00"E ;I_ �"�`NOO'00'00'E n .4. 5.29'A c 2330'A LCE F N90ro0'00'E o TAX LOT 11 Z a o m w < CE et cn UNIT 2 N90'00'DO"W co _ /100.30'A I- (t) n KEY: UNIT=CONDOMINIUM UNIT(#) CE =COMMON ELEMENT EHRHART LCE--,LIMITED COMMON ELEMENT NORTH SCALE SCALE 1' s 4O' ) GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180, Pages: 70 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 17 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS FIRST FLOOR PLAN . UNIT 5 LEGAL DESCRIPTION: A PORTION OF UNIT 5 — FIRST FLOOR A PORTION OF SUB—LOTS 3, 4 AND 5 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY—ONE, TOWNSHIP FIFTEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; COMMENCE AT THE NORTHWEST CORNER OF SUB—LOT 6 OF SAID TAX LOT 11; THENCE SOUTH 8947'39"EAST ON THE NORTH LINE OF SAID SUB—LOTS 6 AND 5, A DISTANCE OF 134.75 FEET; THENCE SOUTH 00100'O0"EAST, A DISTANCE OF 36.69 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00°EAST, A DISTANCE OF 103.52 FEET; THENCE SOUTH 00'00'0G"EAST, A DISTANCE OF 124.00 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 114.08 FEET; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 17.34 FEET; THENCE NORTH 90'00'00-EAST, A DISTANCE OF 10.56 FEET; THENCE NORTH 00'00'00-EAST, A DISTANCE OF 106.66 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. S8 E FARNAM STREET SOovo'00•E 7-134.75..75.75.A A 38.69'A '' lc czi k.�. UNIT 2 a� L N90'00'00"E CE A�� 103.52'A W CE Bye m oO 'GB --1 CE �yy c 9u' t�o� CE SUB—LOT 6 SUB—LOT 5 W SUB—LOT 4 0 `� W UNIT 5 P CE — -0 la8 8 P ta0 9.4' TAX LOT 11 m LCE N N90'00'0o^E_ 10.56'A rt UNIT 2 •`t CE I- 1- NoanO ao'E Z f— 17.34'A co M 114.08'A N90'00'00 W CE KEY: UNIT=CONDOMINIUM UNIT(#) CE LCE=LIMITED"COMM N ELEMENT NT NORTH EHRHART SCALE 1• =4O' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages: 71 of 87 Project No.EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 18 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS FIRST FLOOR PLAN APO UNIT 4 LEGAL DESCRIPTION: A PORTION OF UNIT 4- FIRST FLOOR A PORTION OF SUB-LOT 3 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP Flf IttN NORTH, RANGE THIRII±N EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBE AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB-LOT 6; THENCE SOUTH 89'47'39"EAST ON THE NORTH UNE OF SAID SUB-LOT 6, A DISTANCE OF 238.27 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 38.32 FEET TO THE POINT OF BEGINNING; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 11.85 FEET; THENCE SOUTH 90'00'00-WEST,A DISTANCE OF 124.00 FET T; THENCE NORTH 00-00'00-WEST, A DISTANCE OF 11.85 FEET; THENCE NORTH 90'00'00"EAST, A DISTANCE OF 124.00 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND UMITED COMMON ELEMENTS AS SHOWN HEREON. 889'47'39"E /238.2'A • FARNAM STREET o c4 UNIT 2 Sooroo'oD. 2 3e.3z'A� Qo o POINT pF N90'00'001 �' BEGINNING /11.85'A CE L . CE CE m� `�� 9.0' '0� CE SUB—LOT 6 SUB—LOT 5 SUB—LOT 4 CE — UNIT 5 9.4' oaao od 7bbs TAX LOT 11 a w w LCE 2 -- 8 UNIT 2 cc — 1n CE = z t ro J , N9DroD'00"W J 11.85'A CE KEY: UNIT=CONDOMINIUM UNIT(#) CE =COMMOELEMENT LCE=UMIIEDNCOMMON ELEMENT NORTH EHRHART SCALE 1" -ao' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Fornam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages: 72 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION Sc SKETCH 19 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS SECOND FLOOR PLAN FARNMA Stich I UNIT 1 y 1 1 SUBS - 1-SLB 5 SUB-LOT 4 SUB-LOT 3 SUB-LOT 2 i sl-•: ��Ilkk i i4 i '�• UNIT 5 L1;E n i = TIf i 1 UNIT 1 In UN T 5I .1 1 r7_ 1 � OffI 1 l 111 UNIT 4 25 24 23 22 21 20 19 HARNEY STREET AlOk KEY: UNIT=CONDOMINIUM UNIT(#) CE =COMMON ELEMENT NORTH EHRHART LCE=LIMITED COMMON ELEMENT 5c 1" =6D, GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages: 73 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 20 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS SECOND FLOOR PLAN UNIT 1 LEGAL DESCRIPTION: A PORTION OF UNIT 1 - SECOND FLOOR A PORTION OF SUB-LOT 5 AND SUB-LOT 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB-LOT 6; THENCE SOUTH 89'47'39'EAST ON THE NORTH LINE OF SAID SUB-LOT 6, A DISTANCE OF 17.29 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 0.66 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00'EAST, A DISTANCE OF 83.80 FEET; THENCE SOUTH 00'0O'00"EAST, A DISTANCE OF 65.72 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 27.04 FEET; THENCE NORTH 00U0'00"EAST, A DISTANCE OF 31.24 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 24.34 FEET; THENCE SOUTH 00'0D'OO"EAST, A DISTANCE OF 13.94 FEET; THENCE NORTH 90'00'00•EAST, A DISTANCE OF 18.84 FEET; THENCE SOUTH 00'00.00"EAST, A DISTANCE OF 8.97 FEET; THENCE NORTH 90'00'00'WE9T, A DISTANCE OF 18.84 FEET; THENCE SOUTH 0000.00"EAST, A DISTANCE OF 54.94 FEET; THENCE NORTH 90'00'00'EAST, A DISTANCE OF 5.44 FEET; THENCE NORTH 00'00'00'EAST, A DISTANCE OF 19.78 FEET; THENCE NORTH 9000'00'EAST, A DISTANCE OF 13.40 FEET; THENCE NORTH 00'00'00'EAST, A DISTANCE OF 3.59 FEET; THENCE NORTH 90'00'00'EAST, A DISTANCE OF 5.78 FEET; 'THENCE SOUTH 00'OO'00'EAST, A DISTANCE OF 1.25 FEET; THENCE NORTH 90'00'00'EAST, A DISTANCE OF 28.76 FEET; THENCE SOUTH 00'00'OO'EAST, A DISTANCE OF 56.70 FEET; THENCE NORTH 90'00'00•EAST, A DISTANCE OF 83.80 FEET; THENCE NORTH 00'00'00'EAST, A DISTANCE OF 146.90 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND UNITED COMMON ELEMENTS AS SHOWN HEREON. 589'47'39"E 500'00'00'E FARNAM STREET 17.29'A �0.88'A • N90'00'00•E • �� POj, 83.80'A a�� aeGYNA„ UNIT 1 0 0 Q �� N900000'W n p G 24.34'A-\ m o SOOVO'00•E N 13.94'A w N90'00'001 CE < '5 18.84'A N n P LI a S0000'061 ir, 8 SUB—LOT 5 v fl97A cd N90110'00'W 27.04'A 18.84' N90•00•00•w UB LOT 6 CE — w CE SUB—LOT 4 SUB— N90Y10.00'E P SOOVO'00"E CE 5.78 'E'A SOO'00'00 1.25'A I �54.94'A N80'00'00'E \ NOO O'00•E ro FAX LOT 11 UNIT 5 pi 3.59'A o LCE _N90'OOOO'E P N901ID'00"E 13.40'A o LU 5.44''A UNIT 1 I j N00'IO'OO"E 19.78 A ° = n I- In M 83.80'A N90V0'00"W 1 CE I .iiis.?_ KEY: UNIT=CONDOMINIUM UNIT(#) CE LCE LIMIITEDN ELEMENT COMMON ELEMENT NORTH EHRHART SCALE 1• =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages: 7-1 of 87 Project No.EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 21 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS SECOND FLOOR PLAN UNIT 5 LEGAL DESCRIPTION: A PORTION OF UNIT 5 - SECOND FLOOR A PORTION OF SUB-LOTS 3,4 AND 5 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SUB-LOT 6 OF SAID TAX LOT 11; THENCE SOUTH 8947'39"EAST ON THE NORTH LINE OF SAID SUB-LOTS 6 AND 5, A DISTANCE OF 101.09 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 38.81 -tt1 TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00"EAST, A DISTANCE OF 149.02 FEET; THENCE SOUTH 00'00'00'EAST, A DISTANCE OF 124.00 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 123.78 FEET; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 44.65 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 5.56 FEET; THENCE NORTH 00'00'00'EAST, A DISTANCE OF 13.05 FEET; THENCE NORTH 90'00'00'EAST, A DISTANCE OF 13.32 FEET; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 30.87 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 8.01 FEET; THENCE NORTH 00'00'00"EAST, A DISTANCE OF 8.17 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 24.99 FEET; THENCE NORTH 00'00'00'EAST, A DISTANCE OF 27.27 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. 58947'39'E FARNAM STREET 101.09'A-\\ h UNIT 1 sonnet v, /38.61'A h fy, •a=O ,ikrz�'d�\�G N90V0'007 149.02'P NO0'00'00'E N90'00'00'W — 727.27'A 24.99'A z NOOVO'0YE 0 6.17'A UNIT 5 N90T O'00'W 9.0' SUB—LOT 6 CE &01'A SUB—L T 5 SUB—LOT 4 SUB-LOT 3 CE 8 < O_ Lar 9.4 o 0 1) o TAX LOT 11 _N90'00'00"E LCE 8 13.32'A N00'00'00•E 3.05 UNIT 1 1N90U0'o0•w 4 F w 5.56'A L.J cc e o LCE CEx 8 = UN 5 LCE 1— to „ 6t04. ,, 123.78'A N9011f'00"W All<)ik KEY: UNIT=CONDOMINIUM UNIT(#) CE =COMMON ELEMENT NORTH EHRHART SCALE 1• =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages: 75 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 22 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS THIRD FLOOR THROUGH THE ELEVENTH FLOOR AND THE FOURTEENTH AND FIFTEENTH FLOORS SUITES 300-1100, 1400 & 1500 FARNAM STREET UNIT 1 11111 itej • SUB SUB—LOT 5 SUB—LOT 4 SUB—LOT 3 TAX LOT 11 UNIT 1 cc 1- N) KEY: UNIT=CONDOMINIUM UNIT(#) CE LCE=CMI+TEDNELEMENT COMMON ELEMENT NORTH EHRHARTSCALE 1• . 40• GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages: 76 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 23 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS THIRD FLOOR THROUGH THE ELEVENTH FLOOR AND THE FOURTEENTH AND FIFTEENTH FLOORS SUITES 300-1100, 1400 & 1500 LEGAL DESCRIPTION: A PORTION OF UNIT 1 — THIRD FLOOR THROUGH THE ELEVENTH FLOOR AND THE FOURTEENTH THROUGH FIFTEENTH FLOORS A PORTION OF SUB—LOT 5 AND SUB—LOT 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY—ONE, TOWNSHIP F1FIEEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB—LOT 6; THENCE SOUTH 89'47'39-EAST ON THE NORTH LINE OF SAID SUB—LOT 6, A DISTANCE OF 17.29 FEET; THENCE SOUTH 00'00'00-EAST, A DISTANCE OF 0.66 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00"EAST, A DISTANCE OF 83.80 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 146.90 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 83.80 FEET THENCE NORTH 00'00'00'EAST, A DISTANCE OF 146.90 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. 58947'39•E 17.29'A sa00o'o0•E�0.68'A FARNAM STREET N90'00'00•E ti 83.80'A BF , . w NNG UNIT 1 tye- 13.8'., a v.pi4 LCE M W < < W 0 1a8 . o S lee' a F,SUB—LOT 5 SUB—LOT 4 SU to CE m n 13.4' TAX LOT 11 5.4' SUB—LOT 6 UNIT 1 W 83.80'A 1n N90'00'00•W i OF SW 1/4 17 OF NW 1/4 OF SEC110N 21 T-15—N R-13—E Illik UNIT=CONDOMINIUM UNIT(#) CE =COMMON ELEMENT NORTH EHRHART LCE=LIMITED COMMON ELEMENT SCALE 1" =40• GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages: 77 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 24 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS TWELFTH FLOOR PLAN SUITE 1200 FARNAM STREET• • CE I` 1 UNIT 1 I .14 • 1= ( S B SUB—LOT 5 SUB—LOT 4 SUB—LOT tsr z _ TAX LOT 11 KNIT r) ' I F I KEY: UNIT=CONDOMINIUM UNIT(#) CE LCE=LIMITEDNCO ELEMENT ELEMENT NORTH EHRHART SCALE 1• 40 GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages: 78 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION Sc SKETCH 25 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS TWELFTH FLOOR PLAN SUITE 1200 LEGAL DESCRIPTION: A PORTION OF UNIT 1 — TWELFTH FLOOR A PORTION OF SUB—LOT 5 AND SUB—LOT 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY—ONE, TOWNSHIP FIF ILEN NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NO'rHWEST CORNER OF SAID SUB—LOT 6; THENCE SOUTH 89-47'39"EAST ON THE NORTH LINE OF SAID SUB—LOT 6, A DISTANCE OF 63.55 FEET; THENCE SOUTH 00.00'00^EAST, A DISTANCE OF 0.49 FEET TO THE POINT OF BEGINNING, THENCE NORTH 90'00'00-EAST, A DISTANCE OF 37.54 FEET; THENCE SOUTH 00'00'00-EAST, A DISTANCE OF 119.48 FEET; THENCE NORTH 90'00'0011E5T, A DISTANCE OF 38.52 FEET THENCE NORTH 00'00'O0"EAST, A DISTANCE OF 7.16 FEET; THENCE NORTH 90'00'00'WEST, A DISTANCE OF 7.42 Ftt1; THENCE NORTH 00'00'00-EAST, A DISTANCE OF 19.78 FEET; THENCE NORTH 90'00'00-EAST, A DISTANCE OF 13.40 FEET; THENCE NORTH 00.00'00"EAST, A DISTANCE OF 15.83 FEET; THENCE NORTH 90.00'00"WEST, A DISTANCE OF 18.84 FEET; THENCE NORTH 00170'00-EAST, A DISTANCE OF 11,00 FEET; THENCE NORTH 90'00'00^EAST, A DISTANCE OF 18.84 FEET; THENCE NORTH 00'00'00-EAST, A DISTANCE OF 8.33 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 18.84 FEET; THENCE NORTH 00'00'00-EAST, A DISTANCE OF 8.97 FEET; THENCE NORTH 90'00'00"EAST, A DISTANCE OF 18.84 FEET; THENCE NORTH 00'00'00-EAST, A DISTANCE OF 8.44 FEET; THENCE NORTH 90'00'0O"WEST, A DISTANCE OF 5.00 FEET; THENCE NORTH 00'00'00-EAST, A DISTANCE OF 39.97 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. S89147'39'E 6155'A 50000'00'E 0.49'A FARNAM STREET 89000'00'E pSNP 37.54'A Nsovo'DD' ��- P B W '"NN, N0000'00'E Qo �� E NG a/i: ,A 2 UNIT 1 0YC41 18.84'A CE Li00 18.84'A N0000an 8 CE 8.33'A o o 89000'00'E 18.84'A N0000'00'E SUB—LOT 4 SUB—LC 11.00'A T \ N90U0'00"W A NO0'0'E N00"00'00'E 13.40'A 15.83'A NOO11O'00"E_// N00'OO11o'E TAX LOT 11 19.78'A 7.18'A 89000'00'W 38.52'A 7.42'A N9000'00'W CE SUB—LOT 5 = SUB—LOT 6 I— u, r7 AOIL KEY: UNIT=CONDOMINIUM UNIT(f) CE =COMMON ELEMENT NORTH E H R H A RT LCE-LIMITED COMMON ELEMENT SCALE 1" =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 / • Inst.#2021062180,Pages: 79 of 87 • Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 26 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS SIXTEENTH FLOOR PLAN PLAZA CLUB LEVEL • FARNAM STREET • 4 -, ' UNIT 1 I E .L.. i CE SUB—LOT.:6 I.::1 SUB—LOT 5 SUB—LOT 4 SUB—LOT CE 71-Tr- 1- TAX LOT 11 N: ; —M€CH N CALS-- UNIT 1 cn - (0 , i 1 1.406L I KEY: UNIT=CONDOMINIUM UNIT(#) CE LCE=COMMONCELEMENT ELEMENT NORTH EHRHART SCALE _40. GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 • • Inst.#2021062180,Pages:80 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 27 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS SIXTEENTH FLOOR PLAN PLAZA CLUB LEVEL LEGAL DESCRIPTION: A PORTION OF UNIT 1 - SIXTEENTH FLOOR - PLAZA CLUB LEVEL A PORTION OF SUB-LOT 5 AND SUB-LOT 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP Flr II:±N NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB-LOT 6; THENCE SOUTH B9'47'39"EAST ON THE NORTH UNE OF SAID SUB-LOT 6, A DISTANCE OF 17.29 FEET; THENCE SOUTH 00'00'00"EAST, A DISTANCE OF 0.66 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00"EAST, A DISTANCE OF 83.80 FEET; THENCE SOUTH 001)0'00"EAST, A DISTANCE OF 146.90 FEET; THENCE NORTH 90130'00"WEST, A DISTANCE OF 83.80 FEET THENCE NORTH 00100'00'EAST, A DISTANCE OF 146.90 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND UNITED COMMON ELEMENTS AS SHOWN HEREON. 58947'39•E 17.29'A saovo'ooe FARNAM STREET 0.68'A N90'00'00•E .k 83.80'A 1 1. Q & UNIT 1 10.5-4. c 8.4 N CE 22.7' N W Q 18.8' W o b CE ° SUB—LOT 6 a a a SUB—LOT 5 SUB—LOT 4 SUB- 8 18.8' cd - H 124' `�; i% Y m CE 10.4' a TAX LOT 11 w 64.4'. w a_ UNIT 1 83.80'A V N90'00'00•W I I— to 17 KEY: AdO . UNIT=CONDOMINIUM UNIT(#) CE =COMMON ELEMENT EHRHART LCE=LIMITED COMMON ELEMENT NORTH SCALE 1" =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Famam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages:81 of 87 Project No.EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 28 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS ROOF PLAN - SEVENTEENTH LEVEL PLAZA CLUB ROOFTOP UNIT 1 FARNAM STREET UNIT 1 CEO SUB—LOT 6 CE SUB—LOT 5 SUB—LOT 4 SUB—LOT • TAX LOT 11 OPEN TO 16TH FLOOR +� M Vy UNIT 1 EH RHART SCALE NORTH GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 . 402 / 551-0631 Inst.#2021062180,Pages:82 of 87 Project No. EGA201259 Date: 2/16/21 DESCRIPTION & SKETCH 29 OF 29 THE BLACKSTONE PLAZA CONDOMINIUMS ROOF PLAN - SEVENTEENTH LEVEL PLAZA CLUB ROOFTOP UNIT 1 LEGAL DESCRIPTION: A PORTION OF UNIT 1 - SEVENTEENTH FLOOR - PLAZA CLUB ROOFTOP A PORTION OF SUB-LOT 5 AND SUB-LOT 6 OF TAX LOT 11 LYING IN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION TWENTY-ONE, TOWNSHIP FIFTEEN-NORTH, RANGE THIRTEEN EAST OF THE SIXTH PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID SUB-LOT 6; THENCE SOUTH 89'47'39-EAST ON THE NORTH UNE OF SAID SUB-LOT 6, A DISTANCE OF 17.29 FEET; THENCE SOUTH 00'00'00'EAST, A DISTANCE OF 0.66 FEET TO THE POINT OF BEGINNING. THENCE NORTH 90'00'00"EAST, A DISTANCE OF 83.80 FEET; THENCE SOUTH 00'00'00-EAST, A DISTANCE OF 146.90 FEET; THENCE NORTH 90'00'00"WEST, A DISTANCE OF 83.80 FEET THENCE NORTH 00'00'00"EAST,A DISTANCE OF 146.90 FEET TO THE POINT OF BEGINNING. SUBJECT TO COMMON ELEMENTS AND LIMITED COMMON ELEMENTS AS SHOWN HEREON. 689.47'39•E 17.29'A S00'00'OD E 10,66' FARNAM STREET A N90'00'00'E 63.60'A k c," PONTF OF Q.4r NNit UNIT 1 V� 8.s �1.6.3'' lc!m w a 8 a IT SUB—LOT 6 o Z 1=4, Q CW CE N m P SUB—LOT 5 SUB—LOT 4 SUB 4.4' , I. a °o ri d m 377 11.3' n 29.2' 4 0 OPEN TO in TAX LOT 11 16TH FLOOR 62.5' OC oleo.A UNIT 1 N N90'00'00•W I 1— co rT .4L)k EHRHART NORTH SCALE ," =40' GRIFFIN & ENGINEERING PLANNING LAND SURVEYING ASSOCIATES 3552 Farnam Street • Omaha, Nebraska 68131 • 402 / 551-0631 Inst.#2021062180,Pages: 83 of 87 EXHIBIT C Limited Common Elements None. Exhibit Page to Declaration of Condominium together with Covenants.Conditions and Restrictions for Blackstone Plaza Condominiums C-I Inst.#2021062180,Pages:84 of 87 EXHIBIT D Common Corridor As shown on Exhibit B,page 15 and Iabeled as CE. Exhibit Page to Declaration of Condominium together with Covenants,Conditions and Restrictions for Blackstone Plaza Condominiums D-I Inst.#2021062180,Pages:85 of 87 EXHIBIT E Approved Sianage Plans To be provided by amendment to this Exhibit E at a later time. Exhibit Page to Declaration of Condominium together with Covenants,Conditions and Restrictions for Blackstone Plaza Condominiums E-1 Inst.#2021062180,Pages: 86 of 87 • Exhibit Page to Declaration of Condominium together with Covenants,Conditions and Restrictions for Blackstone Plaza Condominiums E-1 Inst.#2021062180,Pages:87 of 87 EXHIBIT F CONSENT TO DECLARATION OF CONDOMINIUM TOGETHER WITH COVENANTS,CONDITIONS AND RESTRICTIONS FOR BLACKSTONE PLAZA CONDOMINIUMS KIEWIT CORPORATION,the holder of a promissory note dated October 15,2019 and executed by BLACKSTONE PLAZA LLC and DANSAM IT,LLC(together the"Owners")which note is secured by that certain Deed of Trust executed October 15,2019 and filed of record October 15,2019 at Instrument No.2019087903 of the Register of Deeds of Douglas County,Nebraska, executed by the Owners as Trustors to Troy F. Meyerson,a Nebraska licensed attorney,Trustee, hereby grants permission to Owners to record in the real property records of Douglas County, Nebraska,the Declaration of Condominium together with Covenants,Conditions and Restrictions for Blackstone Plaza Condominiums (the "Declaration") to be dated May 10, 2021 and with respect to the real property described on Exhibit A(the"Property"),attached.Kiewit Corporation acknowledges that the recording the Declaration will convert the Property presently securing the payment of the promissory note into six (6) condominium units subject to the Nebraska Condominium Act,Neb.Rev.Stat.§76-825 et seq. The Owners are hereby authorized to record the Declaration to create the separate condominium units and to engage in the development of such condominium units. Dated:May ,2021. Kiewit Corporation By: Name: Title: STATE OF NEBRASKA )ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of 2021,by ,the of Kiewit Corporation,who personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity on behalf of Kiewit Corporation,and that he signed and delivered the instrument as his free and voluntary act,for the uses and purposes therein set forth, Notary Public SEAL Exhibit Page to Declaration of Condominium together with Covenants,Conditions and Restrictions • for Blackstone Plaza Condominiums F-1 EXHIBIT "D" EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this Agreement, "Provider"agrees as follows: (1) Provider shall not discriminate against any employee or applicant for employment because of race,religion, color, sex, age, sexual orientation, gender identity, disability or national origin. Provider shall ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex, sexual orientation, gender identity, or national origin. As used herein, the word "treated" shall mean and include, without limitation, the following: recruited, whether by advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. Provider agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. (2) Provider shall, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, sexual orientation, gender identity or national origin, age, disability. (3) Provider shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of Provider's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) Provider shall furnish to the City Contract Compliance Officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the City Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this Exhibit and only after reasonable advance written notice is given to Provider. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) Provider shall take such actions as the City may reasonably direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event Provider becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, Provider or the City may request the United States to enter into such litigation to protect the interests of the United States. (6) Provider shall file, if any, compliance reports with Provider in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the City Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices,policies,programs and statistics of Provider. (7) The Provider shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each sub-Provider or vendor. EXHIBIT "E" TIF Eligible Expenses— Blackstone Plaza Building Construction —total building improvements of$13,606,569 $5,994,326 TIF Fees $ 46,000 Total TIF Eligible Expenses Project Costs $6,040,326 Notes: The applicant proposes using TIF to only fund $5,994,326 of the construction renovation costs of this project. While there are other eligible costs such as acquisition and architectural and engineering fees, the applicant is only requesting TIF for the construction costs related to the complete renovation, not for tenant and retail space improvements. The project has over $36 million in TIF eligible projects costs. Tenant and retail improvements will be funded by the landlord. THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE " '33 ACT") AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT WITH RESPECT THERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE '33 ACT AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE SHALL HAVE BEEN DELIVERED TO THE CITY OF OMAHA PRIOR TO TRANSFER, ASSIGNMENT, SALE OR HYPOTHECATION AN OPINION OF COUNSEL, SATISFACTORY TO THE CITY OF OMAHA TO THE EFFECT THAT REGISTRATION UNDER THE '33 ACT IS NOT REQUIRED. REDEVELOPMENT PROMISSORY NOTEJU9J $5,994,326.00 z , 202I FOR VALUE RECEIVED, the undersigned, City of Omaha ereinafter known as "Borrower"), promises to pay Blackstone Plaza LLC, 450 Regency Parkway, Suite 200, Omaha, NE 68114, Attention: John F. Lund, Manager ("Holder"), and/or its assigns, the principal sum of Five Million Nine Hundred Ninety Four Thousand Three Hundred Twenty Six and No/100 Dollars ($5,994,326.00), together with interest thereon at the rate of 4.0% per annum from January 1st of the year ad valorem real estate taxes levied upon the Redevelopment Site are divided in accordance with Section 1.5 of the Redevelopment Agreement until paid in full. The principal balance and interest thereon shall be due and payable to the Holder of this Redevelopment Promissory Note as and at such time as any excess ad valorem taxes generated by,,Itff Redevelo.ment Project as set,forth in that certain Redevelopment Agreement dated the lo� day of , 20 , by and between the Borrower and the Holder (the "Redevelopment� Agreeme I)) are collected by the Borrower and available for the retirement of this debt. In the event of default under this Redevelopment Promissory Note, all sums secured by this Redevelopment Promissory Note or any other agreement securing this Redevelopment Promissory Note shall bear interest at a rate equal to five percent (5%) above the prime rate as published by the Wall Street Journal from time-to-time; however, in the event said interest rate exceeds the maximum rate allowable by law, then such rate of interest shall equal the highest legal rate available. The Borrower may prepay the principal amount outstanding in whole or in part, without penalty or the prior consent of the Holder. In the event the monies collected and held in that special fund established under Section 18-2147 of the Nebraska Revised Statutes and pursuant to the Redevelopment Agreement are insufficient to pay in full all amounts due and owing after all excess ad valorem taxes generated by the Redevelopment Project, as set forth in the Redevelopment Agreement, have been collected by the Borrower and paid, immediately upon being available, towards the retirement of the amounts due hereunder, then the Holder shall waive any unpaid portion of the principal and interest due. In the event this Redevelopment Promissory Note is referred to an attorney for collection the Holder shall be entitled to reasonable attorney fees allowable by law and all court costs and other expenses incurred in connection with such collection. - 1 - The Borrower shall be in default in the event the Borrower shall fail to pay, when due, any amount required hereunder. Demand, presentment, protest and notice of nonpayment under this Redevelopment Promissory Note are hereby waived. No delay or omission on the part of the Holder in exercising any remedy, right or option under this Redevelopment Promissory Note shall operate as a waiver of such remedy, right or option. In any event, a waiver on any one occasion shall not be construed as a waiver or bar to any such remedy, right or option on a future occasion. Any notice provided for in this Redevelopment Promissory Note to the Borrower or the Holder shall be in writing and shall be given by regular mail to the Holder or Borrower, or at such other address as either party may designate by notice in writing. This Redevelopment Promissory Note shall be governed by and construed in accordance with the Laws of the State of Nebraska. All payments hereunder shall be payable in lawful money of the United States of America and shall be legal tender for public and private debts at the time of payment. CITY OF OMAHA, a Municipal Corporation BY: __J (7)A.. 74-ZS-- ? 1 Mayor of the City of Omaha Date ATTEST: APPROVED AS TO FORM: CV- ( (P/Z3/16z t City Clerk of the C of Omaha Date Assistant ity Attorney Date - 2 -