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HomeMy WebLinkAboutBill of Assurance,Instrument# 2018010485 Page 1 of 34 This Instrument Prepared By: Heartsill Ragon III Gill Ragon Owen, P.A. 425 West Capitol Avenue, Suite 3800 Little Rock, Arkansas 72201 IIIIIIIIII�IIIIII�IIIIIIIIIII IIIIlIII III 2018010485 PRESENTED: 02-21-2018 01:31:45 PM RECORDED: 02-21-2018 01:36:02 PM In Official Records of Larry Crane Circuit/County Clerk PULASKI CO, AR FEE $180.00 ,.�tlIII LI u I u If, /JJ f,/JI � r� r DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS ? �, OF LA MARCHE PLACE VILLAS-r'reau,�nr,�`��`'` rhr,ririnnu.�. THIS DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS OF LA MARCHE PLACE VILLAS (this "Declaration") is made and executed as of February 16, 2018, by Calex Enterprises -I, LLC, an Arkansas limited liability company (the "Developer"), with its principal office and mailing address at 3615 Doral Drive, Little Rock, AR, 72212. WHEREAS, the Developer owns certain real property located in the City of Little Rock, Pulaski County, Arkansas, that is more fully described on EXHIBIT A attached hereto (the "Property") and desires to create, establish, maintain and preserve a quality land development project to be known as "La Marche Place Villas"; WHEREAS, the Developer desires to impose upon and encumber the Property with those covenants, conditions, restrictions and easements contained herein in order to assure that the Property, or portions thereof that are sold to third parties, are developed and maintained in accordance with a uniform standard; WHEREAS, the Developer desires to reserve the right to submit in the future additional real property that it owns or may own to the covenants, conditions, restrictions and easements set forth herein, and further desires to reserve unto itself those benefits and rights as are set forth herein; NOW, THEREFORE, in consideration of the foregoing and the promises and benefits set forth herein, and to provide the means and procedures to achieve them, the Developer hereby subjects the Property to the following covenants, conditions and restrictions, including charges and assessments. Such covenants, conditions and restrictions are hereby granted and imposed for the purpose of protecting the value and desirability of the Property, as a whole, and shall run with the land and be binding upon, and inure to the benefit of, the Developer and its successors, transferees and assigns and the heirs, personal representatives, successors, transferees and assigns of the Developer's transferees and assigns and all other persons and entities, who or which have, at any time, any right, title or interest in all or any part of the Property including all 20 1 Ka 9 0 qg G Instrument# 2018010485 Page 2 of 34 existing Owners of Lots in the Subdivision and their transferees, assigns, heirs and personal representatives. Each future Owner, by accepting a deed and taking title to a Lot, acknowledges, agrees to and accepts the provisions of this Declaration with respect to such Lot and any Single Family Residence thereon. ARTICLE 1 DEFINITIONS When used in this Declaration or in any Supplemental Declaration, the following words shall have the meanings set forth below. Section 1.01 "Annual Assessment" has the meaning set forth in Section 6.02 hereof. Section 1.02 "Architectural Review Committee" has the meaning set forth in Section 7.01 hereof. Section 1.03 "Articles" mean the Articles of Incorporation of the Association, as amended from time to time; that have been filed of record with the Arkansas Secretary of State, a current version of which are attached hereto as EXHIBIT B. Section 1.04 "Assessments" collectively means the Annual Assessments and Special Assessments levied pursuant to Article 6 hereof along with all other costs, expenses and charges that are properly allocated to any or all Owners pursuant to the provisions of this Declaration or any Supplemental Declaration. Section 1.05 "Association" means La Marche Place Villas Property Owners Association, Inc., an Arkansas nonprofit corporation, and its successors and assigns. Section 1.06 "Association Documents" means this Declaration, the Articles, the Bylaws, the Initial Rules and Regulations, all Supplemental Declarations and all procedures, rules, regulations and policies adopted under such documents by the Association. Section 1.07 "Board of Directors" means the governing body of the Association. Section 1.08 "Bylaws" means the Bylaws adopted by the Association, as amended from time to time, the provisions of which are incorporated herein by this reference, a current version of which are attached hereto as EXHIBIT C. Section 1.09 "Common Area" means all recreational areas, open or green space areas, entrances, monuments, berms, street islands and other ornamental areas and related utilities, lights, sprinkler systems and landscaping, storm water drainage or detention facilities and improvements and easements therefor, all utility easements and all similar or other places or areas other than Lots which are owned by the Association or which are identified as Common Areas on any plats filed of record in connection with the development of the Subdivision. All 91 ,Instrument# 2018010485 Page 3 of 34 Subdivision plats shall endeavor to clearly illustrate the properties that are expressly identified and designated as Common Areas. The Board of Directors shall have the right to further specify the real and personal property that shall be deemed and considered to constitute Common Areas hereunder. Section 1.10 "Common Expenses" means all costs and expenses of every nature that are incurred by the Association (a) to administer, service, conserve, manage, maintain, repair, renovate and replace the Common Area and all improvements thereon, (b) to operate recreational and other facilities operated for the general benefit of the Owners, (c) to manage and conduct the affairs of the Association, (d) to repay funds borrowed by the Association, (e) to pay any deficit remaining from a previous assessment period, (f) to create a reasonable contingency or other reserve or surplus fund for maintenance, repairs, and replacement of improvements within the Common Area on a periodic basis, (g) which are expressly declared to be common expenses by this Declaration, any Supplemental Declaration or the Bylaws, or (h) which the Board of Directors determines to be common expenses of the Association, including, without limitation, and as applicable all shared lawn care and landscaping expenses, wages, utility charges, legal, accounting and other fees, taxes, insurance premium and related costs, interest, supplies, parts, and management or service fees associated with all or any aspect of the foregoing. Section 1.11 "Declaration" means this Declaration of Covenants, Conditions, Restrictions and Easements of La Marche Place Villas, as it may be amended or supplemented from time to time. Section 1.12 "Developer" means Calex Enterprises -I, LLC, an Arkansas corporation, and its successors and assigns. The Developer reserves the right to grant Developer status or Successor Developer status to any third party at any time by means of the filing of record of a Supplemental Declaration evidencing said grant. Section 1.13 "Developer Control Period" means that period of time beginning as of the date of this Declaration and continuing until the earlier of (i) the date the Developer, in its sole and absolute discretion, terminates in writing the Developer Control Period; (ii) the date upon which the Developer no longer owns any Lot; or (ii) December 31, 2032. Section 1.14 "Expansion Property" has the meaning set forth in Section 10.01 hereof. Section 1.15 "Improvements" has the meaning set forth in Section 7.02 hereof. Section 1.16 "Initial Rules and Regulations" means those land use restrictions, rules and regulations that the Association may adopt and modify from time to time, the provisions of which are available for review upon request. Section 1.17 "Lot" means a building lot that is created either by a plat with respect to a Single Family Residence or other permissible Improvement, by replat, lot split certificate of 4 Instrument# 2018010485 Page 4 of 34 survey, minor subdivision or otherwise, together with all appurtenances and Improvements now, or in the future, on such Lot. Section 1.18 "Member" means a member of the Association as set forth in Section 3.01 hereof. Section 1.19 "Mortgage" means any mortgage, deed of trust, contract for deed or other security document pledging or conveying in trust any Lot or interest therein as security for payment of a debt or obligation. Section 1.20 "Mortgagee" means any person named as a mortgagee or beneficiary in any Mortgage, or any successor to the interest of any such person under such Mortgage. Section 1.21 "Owner" means the owner of record, whether one or more persons or entities, of fee simple title to any Lot, including the Developer and the purchaser under a contract for deed. The term shall not include any person or entity having any interest in a Lot merely as security for the performance of an obligation, including a Mortgagee or a trustee or beneficiary under a deed of trust, unless and until such person has acquired fee simple title to the Lot pursuant to foreclosure or other proceedings. Section 1.22 "Owner's Proportionate Share" means a fraction, the numerator of which is the number of Lots then owned by any individual Owner within the Property, and the denominator of which is the total number of Lots then within the Property, it being noted and understood that the total number of Lots within the Property may increase over time if additional real property is made subject to the provisions of this Declaration. Section 1.23 "Property" means and refers to the real property on EXHIBIT A attached to this Declaration and also includes all additional property, if any, brought within the jurisdiction of this Declaration by all Supplemental Declarations. Section 1.24 "Proposed Construction" has the meaning set forth in Section 7.02 hereof. Section 1.25 "Single Family Residence" means a single-family dwelling constructed on any Lot. Section 1.27 "Special Assessment" has the meanings set forth in Section 6.04 hereof. Section 1.28 "Street" shall mean any roadway, street, court, circle, terrace, drive, alley or other right-of-way designated for vehicular traffic shown on any plat of any part of the Property or the Subdivision. Section 1.29 "Subdivision" means, collectively, the Lots, the Common Areas and all other parts of the Property and may include any portion of the Expansion Property to the extent 'Instrument# 2018010485 Page 5 of 34 that said property is subjected to this Declaration by means of the filing of record of a Supplemental Declaration. Section 1.30 "Successor Developer" means any person or entity to whom the Developer assigns or transfers all, or any part, of its rights, obligations or interests as the developer of the Property, as evidenced by an assignment or deed of record in the Office of the Circuit Clerk and Ex-Officio Recorder for Pulaski County, Arkansas, designating such person or entity as a Successor Developer. Section 1.31 "Supplemental Declaration" means an instrument which amends or modifies this Declaration, as more fully provided for herein, including any which includes or adds Expansion Property. Section 1.32 "Unplatted Land" means that real property that the Developer may own from time to time that has not been subjected to this Declaration by means of the filing of record of a Supplemental Declaration. ARTICLE 2 PERSONS AND PROPERTY BOUND BY DECLARATION The covenants, conditions, restrictions, easements, benefits and burdens of this Declaration shall run with the land and shall inure to the benefit of, and be binding upon, the Developer, all Owners of Lots in the Subdivision and all persons or entities who shall hereafter acquire any interest in the Lots or other property within the Subdivision. The Developer and all persons who take any interest in a Lot shall, by taking such interest, be deemed to agree and covenant with all other Owners, the Association and the Developer, and their respective heirs, personal representatives, successors, transferees and assigns, to conform to, and observe, the covenants, conditions and restrictions in this Declaration, all Supplemental Declarations and the other Association Documents for the term hereof. ARTICLE 3 MEMBERSHIP; VOTING; OPERATIONS Section 3.01 Membership in the Association. The Owner of each Lot within the Subdivision shall be a Member of the Association. If a Lot is owned by more than one Owner, all Owners of the Lot, collectively, shall be deemed the Member of the Association for such Lot. The Association shall be the sole judge of the qualifications of its Members and of their right to participate in its meetings and proceedings. Section 3.02 Class of Members. There shall be one class of Association Membership, which shall be comprised of all Owners, and the total number of Members shall be equal to the total number of Lots owned by Owners. The Developer reserves the right to create additional classes of membership should Expansion Property be sold to third parties for residential, commercial or other non-residential use purposes. 31 Instrument# 2018010485 Page 6 of 34 Section 3.03 Meetings. Annual and special meetings of the Members shall be called, held and conducted in the manner provided in the Bylaws or, in the absence of any provision in the Bylaws, as provided by applicable Arkansas law. Section 3.04 Voting Rights. Except as otherwise provided herein, all Owners shall be entitled to vote on Association matters requiring a vote under this Declaration or as allowed under the Bylaws. If more than one (1) Owner exists for any Lot, the Owners shall designate a single person authorized to case the subject vote and as they notify the Secretary of the Association in writing. Fractional votes shall not be permitted and there shall be only one (1) vote cast with respect to any Lot. Section 3.05 Transfer of Membership. Membership is appurtenant to, and may not be separated from, ownership of any Lot. An Owner may not transfer, pledge or alienate membership in the Association in any way except in connection with the sale or encumbrance of the Lot and then only to the purchaser or Mortgagee of the Lot. Upon the sale of a Lot, the membership associated with the Lot shall automatically transfer to the purchaser of the Lot, or the purchaser's Mortgagee if so designated by the purchaser, and the party selling the Lot shall immediately cease being an Association member. Section 3.06 Developer's Control of Association During the Developer Control Period. Notwithstanding anything in this Article 3 or elsewhere in this Declaration to the contrary, during the Developer Control Period, the Developer shall maintain absolute and exclusive control over the Association and the Architectural Review Committee, including appointment, election and removal of all directors and officers of the Association and all members of the Architectural Review Committee. During the Developer Control Period, only the Developer shall be entitled to cast any votes with respect to the election and removal of Association directors and officers and members of the Architectural Review Committee or any other matters requiring the vote or approval of Members or Owners. The Developer may (but shall not be required to) at any time relinquish all or any part of the Developer's control and rights under this Section 3.06. ARTICLE 4 POWER AND AUTHORITY; CASUALTY INSURANCE Section 4.01 General Power and Authority of the Association. Subject to any limitations in applicable laws and regulations and the Articles and Bylaws, the Association has the power and authority to take all action, and to refrain from taking all action, on behalf of the Association, it deems reasonably necessary to protect the rights and to fulfill the obligations of the Association under the terms of this Declaration or as otherwise set forth in the Articles. Section 4.02 Exercise of Authority. Unless specifically reserved to the Members by this Declaration, the Bylaws, the Articles or applicable law, all powers and authority of the Association shall be exercised by the Board of Directors, acting within its sole discretion. The Association shall exercise such powers and authority in the discretion of its Board of Directors, unless otherwise 7 Instrument# 2018010495 Page 7 of 34 specifically required or permitted herein or in the Articles or Bylaws to be exercised by the Members. During the Developer Control Period, the Developer shall possess the sole and exclusive right to unilaterally appoint all members of the Board of Directors of the Association. Section 4.03 Insurance Requirements Generally. The Association shall annually obtain policies of casualty and liability insurance in amounts and issued by underwriters that the Board of Directors deem reasonable and necessary in its discretion. So long as the Developer owns any Lot, the Developer shall be named as a co-insured on all such policies. ARTICLE 5 COMMON AREA Section 5.01 Common Area. The Developer hereby dedicates the Common Area to the Association. The Developer will donate and convey the Common Area to the Association, by special warranty deed, in its present condition at that point in time that the Developer might specify in its discretion. Thereafter, the Developer shall have no further responsibility or obligation of any kind with respect to such Common Area. The Common Area shall be used only for its intended purposes. Section 5.02 Maintenance of Common Area. Except as otherwise specifically provided herein, the Association shall maintain, manage, operate, replace, repair and improve all Common Area, including all Improvements thereon. Any Owner damaging or abusing the Common Area shall be responsible to the Association for all costs and expenses incurred by it to repair such damage, including full replacement of the damaged property. The Association may, but shall not be required to, maintain, manage, operate, replace, repair and improve all property located within the right-of-way of any Street including, without limitation, street lights and sidewalks, if the Board of Directors determines, in its sole discretion, that it would be in the best interest of the Association and the Owners that the Association undertake such activities. The Association may contract with a third party to carry out all activities permitted by this Section, and said third party may be the Developer or an affiliate of the Developer. Section 5.03 Property Rights in the Common Area. Subject to the other provisions hereof, and usage rules promulgated by the Board of Directors, every Member shall have a non- exclusive right and easement of enjoyment in and to the Common Area and such right and easement shall be appurtenant to and shall pass with the title to every Lot. Section 5.04 Maintenance of the Common Area. The Association shall own, manage, repair, maintain, replace, improve, operate and deal with the Common Area and keep it, and all improvements thereon, in good condition. The cost of performing these duties shall be a Common Expense. The Board of Directors may employ or contract with a third party to render such services with respect to the Common Area, and said third party may be the Developer or an affiliate of the Developer. E Instrument# 2018010485 Page 8 of 34 Section 5.05 Insurance. The Association may provide and maintain insurance for the protection, repair and replacement of the Common Area as set forth above. Section 5.06 No Partition. The Common Area shall be owned by the Association, and no Owner, group of Owners, or the Association shall bring any action for partition or division of the Common Area. Section 5.07 Streets. All Streets as illustrated on any'Subdivision plat shall be used only for their intended purposes as free and clear roadways for ingress and egress purposes and no Owner of any Lot shall block passage, damage or abuse any Street. Section 5.06 Delegation to Improvement District. Notwithstanding any other provision of this document to the contrary, Association reserves the right to assign to any improvement district that might be formed to finance Subdivision improvements any portion or all of the duties and obligations reserved to or vested in the Association. If so assigned, the applicable improvement district reserves the right to collect all Association dues through its extension and collection of special taxes. ARTICLE 6 ASSESSMENTS, FINES, AND LIEN FEES Section 6.01 Annual and Special Assessments --Generally. The Association may assess Annual Assessments and Special Assessments against Members owning Lots, and each such Owner, by acceptance of a deed to such Owner's Lot, hereby agrees to pay to the Association all Annual Assessments and Special Assessments. No Assessments shall ever be levied or assessed against any Lots or Unplatted Land owned by the Developer. The Developer is exempt from the payment of any Assessments applicable to any Lots or other property that the Developer owns as of the date hereof, may own in the future, or may subsequently gain title to. Section 6.02 Determination of Annual Assessments and Special Assessments. Annual Assessments are hereby defined as those Assessments that are imposed and levied by the Board of Directors against each Lot in order to fund the payment of Common Expenses. Annual Assessments shall be determined by the Board of Directors by multiplying the Owner's Proportionate Share by the Common Expenses. Special Assessments are hereby defined as those Assessments that are imposed and levied by the Board of Directors against each Lot in order to fund capital improvements that are not otherwise included in the Common Expenses. The Assessments shall be used for the benefit of the Owners and occupants of the Subdivision as set forth herein. No Assessments of any kind shall be imposed or levied against Unplatted Land included within the Property and no Annual Assessments, Special Assessments or other assessment, levy or contribution demand shall be imposed or levied against any Lots owned by the Developer. Section 6.03 Annual Assessments Payable by All -Owners. The Board of Directors, in its sole discretion, shall establish Annual Assessments payable by all Owners (other than the 9 Instrument# 2018010485 Page 9 of 34 Developer) based upon the estimated Common Expenses for the subsequent fiscal year of the Association. Until modified as provided herein, the Annual Assessments shall be in amounts as determined by the budgets established by the Board of Directors from time to time. The Annual Assessments shall be made by the Board of Directors on or before January I" of each year and shall be due and payable on January 31" of each year. The Association reserves the right to provide for period installment payments of Annual Assessments in its discretion. If the Board of Directors fails to timely make any Annual Assessments for any fiscal year, the amount of such Annual Assessments for the year shall automatically be the same as the Annual Assessments for the immediately prior year. During the Developer Control Period, the Board of Directors may increase the Annual Assessments as such Board shall determine appropriate. After the expiration of the Developer Control Period, the Annual Assessments made by the Board of Directors may not exceed (a) one hundred and twenty percent (120%) of the Annual Assessments for the immediately preceding year without the approval of a majority of the Members present at a meeting duly called or (b) one hundred fifty percent (150%) of the Annual Assessments for the immediately preceding year without the approval of sixty-six and 2/3 percent (66 2/3%) of the Members present at a meeting duly called. The Board of Directors may, but shall have no obligation to, make pro rata refunds of any Annual Assessments in excess of the actual Common Expenses incurred in any fiscal year or may hold the same in reserve. The Annual Assessments are payable by all Owners (other than the Developer). If an unimproved Lot is sold by the Developer to a person who is, or by such sale becomes, a Member, at closing the purchaser shall pay the Association the Annual Assessment for the Lot prorated on the number of days remaining in the year during which such purchase occurs less the prorated amount of such Annual Assessment for the Lot while owned by the Developer. Section 6.04 Special Assessments Payable by All Owners. The Board of Directors may levy in any fiscal year one or more Special Assessments, payable by all Owners (other than the Developer) over any period as it determines, for the purpose of defraying, in whole or in part, the cost of any unexpected repair, renovation or replacement of improvements in the Common Area or for any other expenses incurred by the Association in fulfilling its obligations to all Owners under this Declaration or otherwise imposed upon the Association. In imposing any Special Assessment, the Board of Directors shall specifically refer to this Section 6.04. The Board of Directors shall promptly give the Owners written notice of the amount of all Special Assessments and the time for payment thereof. No payment of all or part of any Special Assessment shall be due less than thirty (30) days after such notice is given. Section 6.05 Effect of Nonpayment; Liens. Any Annual Assessment or Special Assessment (individually, the "Delinquency" and, collectively, the "Delinquencies") that is not paid within thirty (30) days after its due date as established and specified by the Board of Directors shall be delinquent. Upon a Delinquency becoming delinquent, the Board of Directors, in its sole discretion, may take any or all of the following actions: (a) Assess a late charge for each Delinquency in an amount established by the Board of Directors; 10 Instrument# 2018010485 Page 10 of 34 (b) Assess an interest charge from the date of delinquency at the highest interest rate allowed by law, or portion thereof until paid in full, or such other rate as the Board of Directors may establish, but in no event a rate that is usurious under Arkansas law; (c) Suspend the voting rights and other privileges of the Owner during any period of a Delinquency; (d) Accelerate all remaining Assessment installments so that unpaid Assessments and other Delinquencies shall be immediately due and payable; (e) Bring an action at law against any Owner personally obligated to pay the Delinquency; (f) File a statement of lien with respect to the Lot; and (g) Proceed with foreclosure of liens for the Delinquency. A Delinquency shall constitute a lien on the Lot, including the Single Family Residence thereon and any other Improvements, and shall attach on the due date for the Assessment. After first giving the applicable Owner of the Lot at least ten (10) days' written notice of the Delinquency and intent to assert a lien, the Association may evidence the lien by filing a certificate of lien with the Circuit Clerk and Ex-Officio Recorder for Pulaski County, Arkansas. The certificate of lien, which shall be signed and acknowledged by the President, any Vice President or the Secretary of the Association, or on behalf of the Association by any agent appointed by it, shall, at a minimum, set forth (i) the name and address of the Association, (ii) the amount of the Delinquency, (iii) the amount of accrued interest, penalty and other amounts due, (iv) the name of the Owner of the Lot and (v) the legal description of the Lot. Simultaneously with its filing thereof, the Association shall mail or cause to be mailed a copy of the certificate of lien to the Owner at the address of the Lot or to such other address as the Association has in its files for the Owner. At any time thirty (30) or more days after filing the certificate of lien, the Association may institute foreclosure proceedings against the affected Lot in the manner for foreclosing a deed of trust by private sale on real property under the laws of the State of Arkansas. Each Owner of a Lot by its acceptance of a deed thereto hereby consents to such foreclosure procedure and mechanism. In the event of any such foreclosure, the Owner shall be liable for the amount of all unpaid Delinquencies, all penalties and interest thereon, the cost and expenses of such proceedings, the cost and expenses for filing the notice of the claim and lien and, if allowed by law, all reasonable attorneys' fees and expenses incurred in connection with the enforcement of the lien. The Association shall have the power to bid on a Lot at foreclosure sale and to acquire and hold, lease, mortgage, and convey the same. All liens for Delinquencies shall continue for a period of five (5) years from the date of attachment and no longer, unless within such time suit is commenced to collect the Delinquency against persons personally liable for such amount or foreclosure proceedings are instituted. In such cases the lien shall continue until termination of the suit and sale of the Lot upon execution of any judgment obtained or until completion of foreclosure proceedings. The Association may 11 Instrument# 2018010485 Page 11 of 34 bring suit against the Owner or any successor to recover unpaid Delinquencies any penalties and interest thereon, the cost and expenses of such proceedings and, if allowed by law, all reasonable attorneys' fees and expenses in connection therewith, without foreclosing or waiving the Delinquency lien provided in this Declaration. Section 6.06 Personal Obligation. The amount of any Delinquency chargeable against any Lot shall be a personal and individual debt of the Owner of the Lot at the time the Assessment became due. No Owner may exempt himself from liability for the Delinquency by abandonment of his Lot or by waiver of the use or enjoyment of all, or any part of, the Common Area. All successors to the fee simple title of a Lot shall be jointly and severally liable for all unpaid Delinquencies, interest, late charges, penalties, costs, expenses, and attorneys' fees against such Lot with the Owner who owned the Lot at the time the unpaid Delinquency first became due. Nothing contained herein shall prejudice any such successor's rights to recover from any prior Owner amounts paid by such successor. The liability of a successor shall not be personal and shall terminate upon termination of such successor's fee simple interest in the Lot. Section 6.07 Priority of Lien. The lien for Delinquencies provided for in this Declaration shall be subordinate to (a) liens for real estate taxes and special governmental assessments and (b) Mortgages recorded prior to the due date for any such Delinquency. The lien for Delinquencies shall be superior to and prior to any homestead exemption provided now or in the future under the laws of the State of Arkansas which all present and future Owners waive by taking title to Lots. Except as specifically set forth herein or provided by law, no sale or transfer of a Lot shall release it from the lien of any Delinquency. The amount of any extinguished lien for a Delinquency may, at the direction of the Board of Directors, be reallocated and assessed to all Lots as a Common Expense. Section 6.08 Notification of Association's Address, Owner's Address. The Association shall notify each Owner, at their address listed with the Association, of the Association's address, and all changes thereto, where payments shall be made and other Association business may be conducted. Each Owner shall have the obligation of insuring that their most current mailing address in on -file with the Association for those notification and other purposes set forth herein. Section 6.09 Pledge of Assessment Rights as Security. The Association shall have the power to pledge the right to exercise its assessment powers and rights as security for any obligations of the Association. Such power shall include the ability to make an assignment of Assessments then payable to, or which will become payable to, the Association, which assignment may be then presently effective but allows such Assessments to continue to be paid to the Association and used by it unless and until the Association shall default on its obligation secured by the assignment. Section 6.10 Optional Developer Loans to Association. In the event that, at any time or from time to time, the Assessments, are not sufficient for the Association to pay all Common Expenses or otherwise permit the Association to perform its duties and obligations under this Declaration, the Developer may (but shall not be obligated to) make loans or advances to the 12 Instrument# 2018010485 Page 12 of 34 Association to enable it to meet such deficiency or deficiencies in funding. Any such loan or advance made by the Developer to the Association shall bear simple interest at a per annum rate equal to the maximum rate allowed by Arkansas law. As soon as reasonably practicable, the Board of Directors shall increase the Assessments in amounts sufficient to pay off the principal and interest of such loans or advances made by the Developer to the Association. ARTICLE 7 ARCHITECTURAL CONTROL AND CONSTRUCTION STANDARDS Section 7.01 Architectural Review Committee. An Architectural Review Committee, consisting of three (3) or more persons, shall be established to exercise the powers granted by this Article 7. At all times during the Developer Control Period, the Developer shall have the power to appoint all members of the Architectural Review Committee, who shall serve until they resign or are removed by the Developer. Upon the expiration of the Developer Control Period, the Board of Directors shall appoint the members of the Architectural Review Committee who shall serve terms of one (1) year or until their earlier resignation or removal by the Board of Directors. All decisions of the Architectural Review Committee shall be made by a majority of its members. Section 7.02 Architectural Control. To preserve the harmony of the construction, location and exterior design and appearance of the Lots, the Single Family Residences and other Improvements on the Lots, (a) all Single Family Residences, buildings, walls, fences, structures and other appurtenances or Improvements of any kind to be constructed or located on any Lot (collectively, the "Improvements"), (b) all additions, changes and alterations to any Improvement which impacts its exterior design or appearance and (c) all changes to the topography of any Lot (collectively, the "Proposed Construction"), shall be approved, in writing, by the Architectural Review Committee before such Proposed Construction is commenced. The Association shall have the right to seek injunctive or other remedies to halt any Proposed Construction that does not comply with the express provisions of this Article. Except as provided in Section 7.04 hereof, the Architectural Review Committee shall not approve any Proposed Construction which does not fully comply with the requirements hereof or where the exterior design or appearance (including exterior color) of the Proposed Construction is not, in the sole discretion of the Architectural Review Committee, in harmony with the existing Single Family Residences in the Subdivision, the topography and overall design and appearance of the Subdivision, the Developer's intended design and appearance of the Subdivision or otherwise detracts from the design and appearance of the Subdivision in the sole opinion of the Architectural Review Committee. The Initial Rules and Regulations shall constitute the initial architectural control rules and regulations that pertain to the Subdivision. The Architectural Review Committee shall have the right to modify said rules in their sole discretion. Section 7.03 Application for Approval. The Owner shall apply, in writing, to the Architectural Review Committee for approval of all Proposed Construction. The application shall include plans, drawings, specifications and information (including all construction drawings and site plans) showing, as and if applicable, (a) the front, rear and side elevations, (b) proposed 13 Instriment# 2018010485 Page 13 of 34 grading and drainage from the Lot, (c) floor plan with total square footage, (d) height of all Improvements, (e) exterior materials, (f) method of construction, (g) exterior color scheme, including samples, manufacturers name and product numbers, (h) landscaping and (i) all other information reasonably required by the Architectural Review Committee. The Architectural Review Committee may request additional information from an Owner at any time within thirty (30) days after its last receipt of information from the Owner or his or her representatives. The Architectural Review Committee may establish and publish such other rules and regulations regarding approval of Proposed Construction as the Architectural Review Committee determines are reasonable. If the Architectural Review Committee does not act upon an Owner's application within thirty (30) days after submission of all information required by the Architectural Review Committee, approval of the Proposed Construction as submitted shall be deemed to have been given and the requirements of this Section 7.03 fully satisfied. Section 7.04 Modification of Requirements; AQPeal of Architectural Review Committee Decision. Except as specifically provided herein to the contrary, by unanimous decision, the Architectural Review Committee may, for good cause shown, waive any of the requirements set forth herein. Any waiver granted shall not be effective and may not be acted upon until eleven (11) days after the date on which the Architectural Review Committee renders its decision. The Owner submitting an application may appeal any decision of the Architectural Review Committee which denies that application for Proposed Construction. An Owner of any Lot may appeal any decision of the Architectural Review Committee which waives any of the requirements set forth herein. All appeals shall be to the full Board of Directors. All appeals to the Board of Directors shall be made in writing and submitted to the Secretary of the Association within ten (10) days after the Architectural Review Committee renders its decision which is the subject of the appeal. If the Board of Directors does not act upon an appeal within sixty (60) days of it being timely submitted, the relief requested in the appeal shall be deemed granted. In deciding an appeal, the Board of Directors can take only such actions as the Architectural Review Committee was originally empowered to take. All decisions on appeals shall be made by a majority of the Board of Directors, acting in the sole discretion of the members of the Board, and shall be final and not subject to further appeal, including to the Owners, or subject to judicial review. Pending final decision on appeal, the waiver requested shall be held in abeyance and may not be acted upon. Section 7.05 Construction Clean -Up. Each Owner agrees that the Owner shall be personally responsible for assuring that all construction is conducted in accordance with those clean-up standards that the Developer or the Architectural Review Committee might develop or promulgate from time to time. Among other things, each Owner agrees that the Owner's construction contractor shall, on an every -other -day -basis, remove all scrap building materials and clean all streets and roadways of mud trackings caused from construction activities. Each Owner shall additionally be responsible for any damages that the Owner's contractor or subcontractors cause to any Common Areas. Failure of an Owner to promptly reimburse the Association and the Developer for any such damages or expenses shall entitle the Association to levy a special assessment against the Owner's Lot. 14 Instrument# 2018010485 Page 14 of 34 ARTICLE 8 USE RESTRICTIONS Section 8.01 General. Unless the Board of Directors, acting in its sole discretion, unanimously waives the application thereof, the following restrictions are hereby placed on the Property. Section 8.02 Single Family Residence Use Only. Except as specifically provided herein, only Single Family Residences shall be constructed on Lots and each Single Family Residence shall be used strictly as a family dwelling. No business shall be conducted, or carried on, in or from any Lot, Single Family Residence except: (a) marketing or sales activities by the Developer, or its agents, and builders authorized to have model homes may be conducted from model homes or sales trailers and (b) with the approval of the Architectural Review Committee, conduct of a profession or home industry which does not involve: (i) employees working at the Single Family Residence who are not permanently residing therein and (ii) customers regularly visiting to conduct business. Even if the foregoing are satisfied, the Architectural Review Committee may withhold its approval if it determines, in its sole discretion, the commercial activity is not compatible with the Subdivision for any reason, such as, without limitation, a daycare business which is prohibited. Section 8.03 Square Footage. At a minimum, each Single Family Residence shall possess 1,700 square feet of heated and air conditioned floor space (excluding garage, attic and storage spaces) with regard to single -story Single Family Residences, and, at a minimum, 1,900 square feet of heated and air-conditioned floor space (excluding garage, attic and storage spaces) with regard to two-story Single Family Residences, unless the Architectural Review Committee specifies an alternative minimum square footage. Section 8.04 Garages. Each Single Family Residence shall include a garage for a minimum of two (2) cars with dimensions of not less than twenty (20) feet by twenty (20) feet. No garage may be used for or converted into living areas. Garage doors must be closed at all times other except for the parking or removal of vehicles stored therein. The Architectural Review Committee reserves the right to set additional construction and architectural standards applicable to garage construction and location. Section 8.05 Roofs and Exteriors. The roofs of each Single Family Residence shall be constructed of tile, wood shake shingles or forty -year composite architectural shingles and must have a minimum of 9/12 pitch. The Architectural Review Committee must approve, prior to construction, all roofing materials and the color thereof along with the exteriors and windows of each Single Family Residence. Brick, stone, wood and concrete siding material is preferred and vinyl siding material is discouraged except for soffits, fascia and limited use in connection with the installation of dormer windows. Notwithstanding, all siding materials must be preapproved by the Architectural Review Committee prior to construction. 15 Instrtment# 2018010485 Page 15 of 34 Section 8.06 Yards and Landscaping. The front, side and back yards of all Single Family Residences shall be sodded with Zoysia grass or other grass as approved by the Architectural Review Committee within at least thirty (30) days after the issuance by the City of Little Rock of a certificate of occupancy for said residence. Section 8.07 Retaining Walls. All retaining walls applicable to, or located adjacent to any Single Family Residence shall be constructed exclusively with either stone, brick matching material or Allan Block as manufactured by Basic Block, or by comparable materials that are approved by the Architectural Review Committee to the extent that the specified Basic Block product is not otherwise available. Section 8.08 Set Back Restrictions. All buildings constructed on all Lots shall be constructed no nearer to the street than the building line shown on the Subdivision plat, and all buildings shall be constructed in conformity with the Building Code and the Zoning Ordinance of the City of Little Rock, Arkansas, No Single Family Residence or other allowable structure shall be located on any lot nearer than twenty-five (25) feet to the front lot line, and twenty-five (25) feet to the rear lot line (as measured to the subject building's overhang). Side lot line set backs shall be governed by those dimensions applicable to the plat and survey applicable to the Subdivision. Should any inconsistency exist between the provisions of this Declaration and the Subdivision plat, the Subdivision plat shall govern. Section 8.09 Fences. All fencing is subject to the review and approval of the Architectural Review Committee, prior to installation. Chain link and other forms of wire fencing are prohibited, it being acknowledged that would, iron and/or aluminum fencing are preferred as ultimately determined by the Architectural Review Committee. Section 8.10 Storage of Automobiles, Boats, etc. No automobiles, boats, trailers, campers, recreational vehicles, motorcycles, buses, inoperative vehicles, boat rigging or other similar items shall be parked on any Street, yard area or driveway longer than a forty-eight (48) hour period of time. No eighteen wheel vehicle or other vehicle requiring a commercial drivers license to operate shall be parked on any Street, yard area or driveway except in connection with the delivery of merchandise or materials or in connection with construction activities. No vehicle repair work shall ever be conducted on any Street, yard area or driveway. Section 8.11 Sidewalks and Driveways. Concrete sidewalks running parallel to fronting Streets shall be constructed at each Owner's expense and shall be installed contemporaneously with the laying and installation of the Owner's driveway. Sidewalks shall be constructed of concrete and finished in accordance with Architectural Review Committee standards. All driveways shall possess decorative expansion joints on twenty (20) foot centers and be constructed with exposed aggregate concrete. Section 8.12 Utilities. All utilities affecting each Single Family Residence shall be constructed and placed underground. 16 Instrument# 2018010485 Page 16 of 34 Section 8.13 Yard Lights and Mailboxes. All Lots shall utilize uniform mailboxes, the architecture of which must be approved by the Architectural Review Committee prior to installation. Section 8.14 Heating and Cooling Devices. No Single Family Residence shall be permitted to install or possess a heating or cooling unit or devise that is located in a window or other opening that can be viewed from the Street or any adjoining Lot. Section 8.15 Prohibited Buildings and Structures. Except as provided below, no mobile home or trailer (with or without wheels), basement (without a Single Family Residence above it), moved house, manufactured house, tent, shack, barn, storage shed or other outbuilding or structure shall be constructed or located on any Lot at any time. Other detached structures such as gazebos, permanent cooking or other grills or ovens may be constructed only with the prior approval of the Architectural Review Committee obtained in advance of construction. Section 8.16 Antennas and Other Proiections. No television, radio, citizen's band, short wave or other antenna, satellite dish, flag pole, solar panel, clothes line, pole (exclusive of permitted basketball goals for Single Family Residences only) or other unsightly projection shall be visible from the exterior of any Single Family Residence, including any such item attached thereto or located in a yard or the Common Area. The Architectural Review Committee may, in its sole discretion, approve satellite dishes which are twenty inches (20") or less in diameter or otherwise in size attached to a Single Family Residence permitted by applicable laws and regulations subject to all conditions which the Architectural Review Committee attaches to such approval, including the location and applicable screening of the satellite dish, which conditions shall comply with all applicable laws and regulations. To the extent that this restriction may be inconsistent with the regulations of the Federal Communications Commission (the "FCC"), as amended from time to time, this restriction shall be deemed modified to the extent necessary to comply with such FCC regulations and still provide such limitations as are consistent with the intent of this restriction. Section 8.17 Holiday Decorations. Christmas and other holiday lights and decorations may be displayed on the exterior of a Single Family Residence on any Lot only during the period beginning forty-five (45) days prior to and ending twenty-one (21) days after such holiday and they must be removed at the expiration of such period. The method and means of installation of such lights and decorations shall be only as established or permitted by the Architectural Review Committee. Section 8.18 Septic Tanks. No septic tanks or other individual sewage disposal system may be constructed on any Lot or elsewhere on the Property. Section 8.19 Storage Tanks. No tank for storage of oil, propane, liquefied gas or other product may be maintained in or adjacent to any Single Family Residence, garage or on any Lot, whether above or below the surface of the ground. 17 Instrument# 2018010485 Page 17 of 34 Section 8.20 Refuse. No trash, ashes or other refuse may be thrown, dumped, stored or burned on any Lot or on the Common Area. The storage or burning of trash, garbage, old appliances, junk or other refuse is prohibited on the Property outside of a Single Family Residence, except such items may be set out for collection after 6:00 p.m. on the day before the scheduled collection day. If there is an alley in the rear of a Single Family Residence, such items set out for collection shall be placed along such alley. Section 8.21 Sims; Advertising,. Except as provided below, no signs, billboards or advertising structures of any kind may be placed on any Lot or in or on any Single Family Residence or be visible from the interior of any Single Family Residence or building on the Lot. Signs advertising the lease or sale of an individual Lot, which do not exceed five (5) square feet in size, may be erected or placed on the Lot being sold or leased. The Developer may erect or place "bill board" type signs related to the Subdivision on any Lot owned by it or on any Common Area. Section 8.22 Nuisances. No activity shall be carried on in, on or from any Lot, Single Family Residence which is noxious or offensive or an annoyance or nuisance to the neighborhood. The Owner shall be responsible for all activity carried on in, on or from a Lot, a Single Family Residence whether or not the Owner is involved in, or has knowledge of, such activity. Section 8.23 Animals. At no time shall pit bulls, animals with vicious propensities by breed, bees„ cows, horses, swine, goats, sheep, poultry, other domesticated farm animals, undomesticated (wild) animals, exotic animals or animals requiring special permits from the State of Arkansas or United States of America be kept at any time in any Single Family Residence or on any Lot or the Common Area. Except as otherwise prohibited herein, dogs, cats and other household pets (i) may be kept in a Single Family Residence (provided such pets are not kept for breeding or other commercial purposes), (ii) are limited to no more than three (3) in total number and (M) the keeping of such pets does not create any unsanitary condition. Doghouses or similar animal shelters shall be located, for a Single Family Residence, in the back yard, and, for both, shall only be of such size, design and materials as approved in advance by the Architectural Review Committee and painted the same color as the main structure. With respect to Single Family Residences only, runs, kennels or similar structures shall be permitted only with the approval of the Architectural Review Committee which may, in the Architectural Review Committee's sole discretion, impose requirements for such structures as to construction, design, materials, location and screening from view except under no circumstances shall runs, kennels or similar structures include chain link or other wire fencing. Section 8.24 Occupancy: Repair. No Single Family Residence shall be occupied until it is fully completed, except for exterior painting and minor trim details. In the event of fire, windstorm or other damage, no Single Family Residence shall be permitted to remain in a damaged condition longer than three (3) months. Section 8.25 Storage of Construction Materials. No building material of any kind or character shall be placed or stored on any Lot or the Common Area until the Owner thereof has IEV Instrument# 2018010485 Page 18 of 34 received required approval from the Architectural Review Committee for the project and is ready to commence construction. All material permitted to be stored on a Lot shall be placed only within the property lines of the Lot or Lots upon which the approved Improvements are to be constructed or on portions of the Common Area approved in advance by the Architectural Review Committee. Section 8.26 Landscaping Easement. Except as permitted by any plat of the Subdivision and the Architectural Review Committee or elsewhere herein, no Improvement or personal property of any Owner shall be located in any buffer strip shown on any plat affecting the Property or the Common Area. Section 8.27 Maintenance of Lawns and Plantings. All lawns and plantings shall be maintained and kept in good condition. No Single Family Residence Owner shall permit grass to reach a height of six inches (6") or more or otherwise permit such Owner's lawn or plantings to create an unsightly appearance. If a Single Family Residence Owner fails to comply with this restriction, the Association may have such grass cut or otherwise correct such unsightly appearance and all costs thereof shall be assessed against and collected from such Single Family Residence Owner in the same manner as Assessments. Section 8.28 Easements. Easements for installation and maintenance of utilities and drainage facilities are reserved as shown on the plat or plats of the Subdivision or by separate recorded instruments. No structure, except driveways, paved areas and approved fences, may be placed or permitted to remain within any utility easement which interferes with the construction or reconstruction and the proper, safe and continuous maintenance of such utility easement. No structure, planting or other material shall be placed or permitted to remain on any drainage easements which (a) damages or interferes with the installation, use or maintenance of the easement, (b) changes the direction of flow of drainage channels in the easements, (c) obstructs or retards the flow of water through drainage channels or its collection in detention ponds or basins in the easements. Section 8.29 No Subdividing. No Lot may be subdivided without the prior approval of the Architectural Review Committee and must comply with all other applicable rules and regulations. Section 8.30 No Mining Activities. No portion of the Property shall be used, at any time, for mining, boring, quarrying, drilling, refining or other operations involving, or related to, the extraction or exploitation of any subsurface natural resource of any kind including oil, gas, coal or other hydrocarbon product. The prohibitions of this Section may not, under any circumstances, be waived or amended by the Architectural Review Committee, the Board of Directors, the Owners or Members. Section 8.31 No Hunting. Firearms or Archery Use Permitted. No hunting or use of air rifles, air pistols, firearms, bows, crossbows, arrows or bolts or other archery equipment, spears, blowguns or similar devices shall be permitted or conducted by any Owner, or by any Owner's 19 Instrument# 2018010485 Page 19 of 34 guests, tenants or invitees, at any time on any Lot or any other portion of the Subdivision or the Property, including the Common Area. Section 8.32 Common Lighting, Mailboxes. The Architectural Review Committee reserves the right to specify and amend, from time to time, common designs for all exterior lighting, mailboxes and other appurtenances. Section 8.33 Enforcement by Architectural Review Committee. The Architectural Review Committee and/or the Developer shall have the right to enforce the provisions hereof, and take all steps that they may deem necessary to cure any violations hereof, including the obtaining of injunctive relief to prevent any Owner from violating the provisions hereof and the performing of repair, upkeep and curative work at the cost and expense of the subject Owner. All costs of enforcement, repair, upkeep or other curative work shall become the financial responsibility of the subject Owner and, if not promptly paid by said Owner, said costs will be deemed and considered to constitute a portion of the Assessments. ARTICLE 9 EXPANSION OR REDUCTION OF PROPERTY Section 9.01 Reservation of Right to Expand. The Developer reserves the right to submit additional real property to the encumbrances created by this Declaration by means of filing one or more Supplemental Declarations of record in the Office of the Circuit Clerk and Ex- Officio Recorder for Pulaski County, Arkansas that, among other things, will expressly identify (a) the real property that the Developer submits hereunder, (b) additional covenants, conditions, easements and restrictions that may pertain uniquely to the expanded property, (c) additional Lots, Common Areas and other specifically identified properties (collectively, the "Expansion Property"). Expansion Property may be added in stages by successive supplements or in one (1) supplemental expansion. The Expansion Property shall be subject to all of the terms and conditions of this Declaration, unless limitations and reservations are expressly provided to the contrary. Section 9.02 Reservation of Right to Remove. By amendment or supplement to this Declaration, the Developer hereby reserves the absolute right at any time to unilaterally remove from the effect and control of this Declaration any portion of the Property which the Developer has not sold or conveyed, whether platted or unplatted (the "Removed Property"). Any such removal shall be by Supplemental Declaration filed of record in the manner set forth above and shall be effective on the date so filed of record. 20 Instrument# 2018010485 Page 20 of 34 ARTICLE 10 DURATION OF DECLARATION; AMENDMENT Section 10.01 Term. The covenants, conditions, restrictions and easements set forth in this Declaration shall run with and bind the Property until December 31, 2057, after which time they shall be automatically extended for successive periods of ten (10) years each unless terminated at the expiration of any such period by a vote of the Members as set forth in Section 10.03 below. Section 10.02 Amendment During the Developer Control Period. During the Developer Control Period, the Developer expressly reserves the right to unilaterally modify and amend any of the terms, conditions or provisions of this Declaration at any time and for any purpose upon the filing of record of a Supplemental Declaration that is executed solely by the Developer. Thereafter, the Developer may modify or amend the terms, conditions or provisions of this Declaration at any time so as to resolve any ambiguity that may be contained herein or that might be required to assure comply with rules and regulations that imposed by any national home loan originator or federal, state or local governmental authority. Section 10.03 Amendment after Developer Control Period. After the Developer Control Period, this Declaration may be amended by a Supplemental Declaration that is signed by the Members holding a majority of votes possible to be cast under this Declaration and the Developer if it then owns any Lots. This Declaration may by additionally amended by a Supplemental Declaration signed by the Members holding at least sixty-six and two/thirds percent (66 2/3%) of the votes possible to be cast under this Declaration. Proper approval of all amendments shall be shown by a certificate of the Secretary of the Association, attached to the Supplemental Declaration to be recorded, certifying that the signature of the Developer or, if required, the signatures of a sufficient number of Members approving the amendment, are on file in the office of the Association. No amendment shall be effective until the Supplemental Declaration setting forth the approved amendment is recorded in the Office of the Circuit Clerk and Ex-Officio Recorder for Pulaski County, Arkansas. Section 10.04 Revocation; Termination. This Declaration shall not be revoked or terminated at any time without the affirmative vote of at least sixty-six and two/thirds percent (66 2/3%) of the votes of the Members possible to be cast under this Declaration and, during the Developer Control Period, the express written approval of the Developer. ARTICLE 11 GENERAL PROVISIONS Section 11.01 Enforcement. Except as otherwise provided herein, the Association or the Board of Directors, the Developer and every Owner of a Lot has the right and power to enforce, by a proceeding at law or in equity, all conditions, covenants, restrictions and easements set forth in this Declaration. Failure of the Association or the Board of Directors, the Developer or any 21 Instrument# 2018010495 Page 21 of 34 Owner to enforce any covenant or restriction contained herein shall not be deemed a waiver of the right to do so at a subsequent time. Section 11.02 Severability. If any provision of this Declaration, or the application hereof to any circumstance, is held to be invalid or unenforceable to any extent, the remainder of this Declaration and its application to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. Section 11.03 Conflicts Between Documents. If this Declaration conflicts, in any way, with the Articles or Bylaws, this Declaration shall control. Section 11.04 Developer's Right to Assign. The Developer may, by appropriate agreement made expressly for that purpose, assign or convey to a Successor Developer all, or any part, of the rights, reservations and privileges herein reserved by the Developer. Upon recording of the assignment in the Office of the Circuit Clerk and Ex-Officio Recorder of Pulaski County, Arkansas, the Developer's rights and obligations under this Declaration shall cease and terminate to the extent provided in such document. Every Successor Developer shall have the rights of the Developer, including the right to transfer such rights set forth in this Section. Section 11.05 Release of Liability. Neither the Developer, the Association, the Board of Directors or the any members of the Architectural Review Committee, nor their respective officers, directors, stockholders, members, employees or agents, shall be liable to any Owner, Member or other person for any discretionary action taken or not taken under the terms hereof including, without limitation, approval, disapproval or failure to approve of any application or enforcement or non -enforcement of the terms hereof. Section 11.07 Indemnification. To the fullest extent permitted by law, every director and officer of the Association, all members of the Architectural Review Committee and the Developer and its agents and employees (to the extent a claim may be brought against the Developer by reason of its election, appointment, removal or control over directors of the Association Board, its officers or members or the Architectural Review Committee) shall be indemnified by the Association, and every other person serving as an employee or direct agent of the Association or on behalf of the Association as a member of a committee or otherwise, may, in the discretion of the Board of the Association, be indemnified by the Association against all liabilities, damages, costs and expenses, including reasonable attorneys' fees and costs, incurred by or imposed upon him or her in connection with any proceeding or any settlement thereof to which he or she may be a party, or in which he or she may become involved, by reason of his or her being or having served in such capacity on behalf of the Association (or, in the case of the Developer, by reason of having elected, appointed, removed or controlled, or failed to control, officers or directors of the Association or members of the Architectural Review Committee) whether or not he or she is a director, an officer or a member of the Architectural Review Committee, or serving in such other specified capacity at the time such expenses are incurred; provided, however, that prior to agreeing to any such indemnification, the Association's Board shall determine, in good faith, that such officer, director, member of the Architectural Review Committee or other person, or the 22 Instrument# 2018010485 Page 22 of 34 Developer, did not act, fail to act or refuse to act, willfully, or with gross negligence, or with fraudulent or criminal intent, in the performance of his, her or its duties. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which such persons may be entitled at law or otherwise. [Signature page follows.] 23 Instrument# 2018010485 Page 23 of 34 IN WITNESS WHEREOF, the Developer has caused this Declaration to be executed by its duly authorized officers as of the day and year first above written. DEVELOPER: CALEX ENTERPRISES -I, LLC BY: Michael Nauman Manager BY: 'q Bruce Henry Manager Rviwu,nd cgily for inG§Uslan of minimum standafds required by the City of Little flock subdivision regulations. Bill of A,1sulancr, provisions esta;-';hed by u)o dev er may ex.,oct3 minimum reg►:Ialians of the sutxiiviston and xaning ordinances. City 6 ' o Rock Planning Commission 24 Instrument# 2018010485 Page 24 of 34 STATE OF ARKANSAS ) ) ss. COUNTY OF PULASKI ) ACKNOWLEDGMENT On this day, before me, a notary public duly commissioned, qualified and acting within and for the said State, personally appeared MICHAEL NAUMAN and BRUCE HENRY, to me personally well known who acknowledged that they are the managing members of CALEX ENTERPRISES -I, LLC, and that they, being duly authorized by a resolution of such company so to do, executed the foregoing instrument for the consideration, uses and purposes therein contained and in the capacity therein stated, by signing the name of the company by themselves as such officers. WITNESS my hand and official seal on this day of 2018. ��►tx1s1lre��;PA Notary Public -'COMM. EX4.. a 5-3-2023 My Commission Expires: *.No. 12393380: � PULASKI j e fir/ice ;allg{C _ OF�is� 25 Instrument# 2019010485 Page 25 of 34 LISTING OF EXHIBITS EXHIBITA Real Property Legal Description EXHIBIT B Articles of Association of Owners Association EXHIBIT C Bylaws of Owners Association Instrument# 2018010485 Page 26 of 34 EXHIBIT A OVERALL A PART OF THE NW U4 NE 1/4 OF SECTION 24, T-2-N, R-14-W, PULASKI COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT ' THE SOUTHEAST CORNER OF THE W 1/2 OF TI•IE SAID NW U4 NE 1/4, SAID POINT LYING ONT THE SOUTH LINE OF BELLA ROSA ESTATES, AN ADDITION TO THE CITY OF LITTLE ROCK, PULASKI COUNTY, ARKANSAS; THENCE S89°43'38"W, ALONG THE SOUTH LINE OF SAID BELLA ROSA ESTATES, A DISTANCE OF 239.42 FEET TO THE SOUTHWEST CORNER OF LOT 5, SAID BELLA ROSA ESTATES; THENCE N 01'035' 18"E, ALONG THE WEST LINE OF SAID LOT 5, A DISTANCE OF 30.12 FEET TO THE POINT OF BEGINNING; THENCE N89118'35"W, A DISTANCE OF 399.85 FEET TO THE EAST RIGHT-OF-WAY LINE OF LAMARCHE DRIVE; THENCE N 04050'07"E, ALONG SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 186.06 ET; THENCE CONTINUE ALONG SAID EAST RIGI I" -OF -WAY LINE N0405718"E, A DISTANCE OIL 92.61 FEET; THENCE S89°28'26"E, A DISTANCE OF 151.00 FEET, THENCE S00°02'55"W, A DISTANCE OF 89.68 FEET; THENCEN87°06'09"E, A DISTANCE OF 115.70 FEET; THENCE N0004620"E, A DISTANCE OF 106.30 FEET TO A POINT ON THE SOUTH LINE OF THE WILLOWS, AN ADDITION TO THE CITY OF LITTLE ROCK, PULASKI COUNTY, ARKANSAS; THENCE S88°40'51"E, ALONG SAID SOUTH LINE OF THE WILLOWS, A DISTANCE OF 116.60 FEET TO A POINT ON THE SAID WEST LINE OF BELLA ROSA ESTATES; THENCE S89°32'40"E, ALONG SAID WEST LINE OF BELLA ROSA ESTATES, A DISTANCE OF 9.00 FEET; THENCE S01°35' 18"W, ALONG SAID WEST LINE OF BELLA ROSA ESTATES, A DISTANCE OF 98.00 FEET; THENCE N88°24'42"W, ALONG SAID WEST UNE OF f BELLA ROSA EST ATES, A DISTANCE OF 9.00 FEET; THENCE SO 1035' 18"W, ALONG SAID i WEST LINE OF BELLA ROSA ESTATES, A DISTANCE OF 203.17 FEET TO THE POINT OF BEGINNING. CONTAINING 2.3567 ACRES, MORE OR LESS. Instkument# 2018010485 Page 27 of 34 EXHIBIT B ARTICLES OF INCORPORATION .M LA MARCHE PLACE VILLAS PROPERTY OWNERS ASSOCIATION, INC. The undersigned natural person(s) of the age of eighteen years or more for the purpose of forming a corporation under the Nonprofit Corporation Law of Arkansas adopt the following Articles of Incorporation: (1) The name of the corporation is La Marche Place Villas Property Owners Association, Inc. (2) This corporation is a Mutual Benefit Corporation. (3) The period of duration of the corporation is perpetual. (4) The name and address of the Registered Agent and Registered Office in Arkansas is: Heartsill Ragon, Ill, 425 West Capitol Avenue, Suite 3800, Little Rock, AR 72201. (5) The name and address of the incorporator is as follows: Brianna Cook, 425 West Capitol Avenue, Suite 3800, Little Rock, AR 72201. (6) The corporation will have members. (7) Provisions not inconsistent with the law regarding the distribution of assets on dissolution: Upon dissolution, the corporation's assets shall first be used to pay and satisfy all of the corporation's debts and financial obligations outstanding, if any. Thereafter, the remaining assets shall be gifted and conveyed to any charitable organization identified and designated by the board of directors of the corporation. (8) The corporation is formed for the following purpose(s): (Instrument# 2018010485 Page 28 of 34 (a) Homeowner and community improvement association; (b) To conduct any other business enterprise not contrary to law; (c) To exercise all other legal powers permitted a nonprofit corporation pursuant to the Arkansas Nonprofit Corporation Act. (9) The corporation is authorized to designate different classes of members as set forth in the corporation's bylaws. (10) The effective date of this document is the date it is filed by the Secretary of State of Arkansas. In affirmation of the facts stated above, signed by the Incorporator: e' 1, allk_., anna Cook, Incorporator IMUiRWauman, M&a\La Marche Place Villas--POIO Formation and FinancingVuticles oflncorp La Marche Place Villas Property Owners Association, Inc Q.doc Instrument# 2018010485 Page 29 of 34 EXHIBIT C BYLAWS OF LA MARCHE PLACE VILLAS PROPERTY OWNERS' ASSOCIATION, INC. ARTICLE I APPLICATION AND DEFINITIONS These Bylaws shall apply to all present and future owners, mortgagees, lessees, or other occupants, and all other persons who may use the facilities of La Marche Place Villas Subdivision, as presently platted or as may be platted in the future (hereinafter "Development"), with the mere act of occupancy of any of the units or property to signify that these Bylaws and all other of the Development documentation, rules, and regulations are accepted, ratified and complied with. All terms herein shall be considered to have the same definition as in the Declaration of Condominium for La Marche Place Villas Property Owners Association, Inc.as recorded in the public land records of Pulaski County, Arkansas (the "Declaration"). ARTICLE II CROWNE VIEW HEIGHTS PROPERTY OWNERS ASSOCIATION, INC. Section 1. Membership and Management. All Owners within the above Development as now platted or as may be platted will be members of La Marche Place Villas Property Owners Association, Inc. (hereinafter referred to as "Association") which, through its Board of Directors, shall have the responsibility of managing the Association or arranging for its management pursuant to a Management Agreement which has been or will be entered into between the Association and Management Firm. All management duties may, unless prohibited by the Declarations, be assigned to the Management Firm or its successors under said Management Agreement. Except as otherwise specifically provided, decisions required to be made by the members of the Association shall require approval of a majority thereof. Section 2. Place of Meetiin. Meetings of the members of the Association shall be held at Little Rock, Arkansas, or at such other suitable place convenient to the members as may be designated by the Board of Directors. Section 3. Annual Meeting. The annual meetings of the members of the Association shall be held on the first Tuesday in March of each year, commencing in March 2018. At such meeting the members shall by ballot elect a Board of Directors of the Association for the ensuing year, and transact such other business of the Association as may properly come before the meeting. Section 4. Special Meetings. It shall be the duty of the President of the Association to call a special meeting of the members if directed to do so by resolution of the Board of Directors, or by a petition signed by a majority of the members. Notice thereof shall state the time, place and purpose of said meeting, and no business shall be transacted at any special meeting other than that stated in said notice, except by consent of no less than seventy-five percent (75%) of the members present, either in person or by proxy. (Instrument# 2018010485 Page 30 of 34 Section 5. Notice of Meeting. It shall be the duty of the Secretary to mail a notice of the annual meeting and each special meeting (stating the purpose of said special meeting) to each Owner on record with the Association at least fifteen (15) days but not more than thirty (30) days in advance of each annual meeting, and at least five (5) days but not more than ten (10) days in advance of any such special meeting, such notice to be considered complete upon mailing. Section 6. Voting and Majority. Voting shall be on a percentage basis, with the percentage of the total vote of each member to be the same as the percentage assigned to his interest in the Development as provided by the Declaration. As used in these Bylaws, the term "majority" shall mean more than fifty percent (50%) of the total vote on the percentage basis hereinabove provided. An Owner shall receive one (1) vote for each parcel owned. Section 7. Quorum. Except as otherwise specifically provided herein, the presence in person or by proxy of members holding 10% of the total vote of the Development as hereinabove provided shall constitute a quorum. In the event a quorum is not present, the members who are present, either in person or by proxy, may adjourn the meeting to a time not less than twenty-four (24) hours from the beginning day and time of the then meeting. Section 8. Proxies. Votes may be cast either in person or by proxy. Proxies shall be in the form determined from time to time by the Board of Directors, and must be filed with the Secretary at least two (2) days before the scheduled date and time of a regular meeting, or at least twenty-four (24) hours before the scheduled time of a special meeting. ARTICLE III BOARD OF DIRECTORS Section 1. Number and Qualifications. The Board of Directors of the Association shall consist of at least three (3) persons, all of whom must be Owners, or officers of a corporate Owner, or partners of a partnership Owner, or spouses of an individual Owner. Section 2. Powers and Duties. The Board shall manage and control the affairs of the Association, select the officers thereof, establish committees thereofand appoint the members of said committees, adopt reasonable rules of order for the conduct of the meetings of the Association and have sole determination of procedural questions upon which no rules have been adopted, assign such duties and responsibility to the committees as it considers desirable which are not inconsistent with these Bylaws or any other of the Declaration documentation, adopt reasonable rules and regulations for the use of the units and limited common properties, see to the maintenance of the Common Properties and the operation of the Common Properties and the collection of assessments for that purpose, except to the degree that said duties and responsibilities have been delegated to the Management Firm under the Management Agreement. Section 3. Election and Term of Office. At the first annual meeting of the Association, the term of office of the candidate for the Board receiving the greatest number of votes shall be three (3) years, the term of office of the candidate receiving the next highest number of votes shall be two (2) 2 (Instrument# 2018010485 Page 31 of 34 years, and the term of office of the candidate receiving the third highest number of votes shall be one (1) year. At the expiration of the initial term of each Director, his successor shall be elected to serve a term of three (3) years. Each Director shall hold office until his successor has been duly elected and qualified. Pending the first election pursuant hereto, those persons named in the Articles of Incorporation of the Association shall serve as the initial Board of Directors. Cumulative voting will not be permitted in the election of the Board of Directors. Section 4. Meetin s. The first meeting of the Board of Directors shall be held within ten (10) days following their election, at such place and time as they may determine by resolution at the meeting in which they were elected, of which no notice shall be required. Regular meetings of the Board may be held at such time and place as shall be determined by a majority resolution, at least two of which meetings shall be held during each fiscal year. Notices thereof shall be given to each member personally or by mail, telephone or telegraph at least ten (10) days prior thereto. Special meetings may be called by any two (2) Directors, notice of which shall be given to each member of the Board, in the manner above described, at least three (3) days prior thereto. Notice of any meeting may be waived prior to or at any meeting of the Board. Attendance at a meeting by a member of the Board shall constitute a waiver of notice by him, unless he announces that his only purpose in at- tending said meeting is to object to its being held without proper notice. Any action which may be taken at a meeting may be taken without a meeting, in writing signed by all members of the Board and filed with the Secretary of the Association. Section 5. Quorum. Two (2) members of the Board of Directors shall constitute a quorum to transact its business, and the act of a majority of the Directors present shall be deemed to be the act of the Board. Section d. Vacancies and Removal. Any vacancy on the Board shall be filled by the remaining Directors, even though they might constitute less than a quorum. Any person so elected shall serve out the expired term of the vacant office. Any member of the Board of Directors may be removed with or without cause at any time by a vote of the members of the Association holding a majority of the votes cast at any regular meeting or any special meeting called for that purpose. Section 7. Fidelity Bond. The Board of Directors may require that any or all officers of the Association handling funds of the Association furnish a fidelity bond in an amount determined by the Board, the premium for which shall be paid by the Association. 3 Instrument# 2018010485 Page 32 of 34 ARTICLE IV OFFICERS Section 1. Designation, Election and Removal. The officers of the Association shall be a President, a Vice -President, a Secretary and a Treasurer, and such additional Vice -Presidents and Assistant Secretaries and Assistant Treasurers as maybe determined from time to time by the Board, all of whom shall be elected by the Board. Any two offices may be held by the same person, except the offices of President and Secretary. The officers shall be elected annually by the Board and shall hold office at the pleasure of the Board. Any officer may be removed, with or without cause, and his successor elected by majority vote of the Board. Section 2. President. The President shall be the chief executive officer of the Association, and shall be a member of the Board of Directors. He shall preside at all meetings of the Board and the members of the Association, shall have all of the general powers and duties usually vested in the office of President, including but not limited to the power to appoint committees from among the Association's members from time to time as he may consider appropriate. Section 3. Vice President. The Vice President shall perform the duties of the President in the absence of the President, and perform such other duties as may from time to time be assigned to him by the Board of Directors. Section 4. Secretary. The Secretary shall keep minutes of all meetings of the Board and the members of the Association, have custody of the records of the Board and the Association, and perform all duties incident to the office of Secretary and such other duties as may be assigned to him from time to time by the Board. Section 5. Treasurer. The Treasurer shall be responsible for the funds of the Association and for keeping full and accurate accounts of all receipts and disbursements and all other financial records of the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board, and for delivering to the Management Firm any and all funds owed by the Association to the Management Firm. ARTICLE V MORTGAGEES Section 1. Notification. Any Owner who mortgages his interest shall notify the Association, through the Management Firm, or the President of the Board of Directors, in the event there is no Management Agreement then in effect, of the name and address of his mortgagee, and the Association or Management Firm shall maintain a record of said mortgagees. Section 2. Notice of Unpaid Assessments. The Association or the Management Firm shall, at the request of any mortgagee of an interest, report any unpaid assessments due from its mortgagor. Instrument# 2018010485 Page 33 of 34 Section 3. Rights of Mort a ees. All mortgagees shall have the rights granted to them by the Declaration, and nothing contained herein shall contravene said rights. ARTICLE VI AMENDMENT These Bylaws may be amended by the affirmative vote of Owners having two-thirds (2/3) of the total vote of the Association, determined as provided hereinabove. These Bylaws may also be amended by a two-thirds (2/3) vote of the Board of Directors of the Association. No such amendment shall become effective until an appropriate written indication thereof is recorded in the public land records of Pulaski County, Arkansas. ARTICLE VII MISCELLANEOUS Upon ten (10) days' notice to the Association's Board of Directors and the payment of a reasonable fee, any Owner shall be furnished a statement of his account setting forth the amount of any unpaid assessments or other charges due and owing from such Owner. The Association's Board of Directors and/or officers may delegate any or all of its powers to a third party management firm. Any officer or director may prepare, execute, certify, and record amendments to the Development's Declaration on behalf of the Association. The Association through its Board of Directors may modify and amend the Development's Initial Rules and Regulations as appended to the Declaration at any time. Instrument# 2018010485 Page 34 of 34 These Bylaws are hereby adopted, accepted and fully ratified as the Bylaws of the Association on this 161h day of February 2018 Bruce Henry, Director YZ4�� Micha�el auman, �55rector C:\Users\Cook\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content. Out1ook\RYF3NXR0\By1aws.DOC