RESTRICTIVE AND PROTECTIVE COVENANTS

THE CITY OF FREMONT INDUSTRIAL PARK

Before commencing construction or alteration of any buildings, enclosures, fences,

loading docks, parking facilities, paving, storage yards or any structures or permanent
improvement on, or to any site or lot within the City of Fremont Industrial Park, the
property owner shall first submit draft site plans to the Fremont Economic Development
Corporation (EDC) for its written approval, which approval shall not be unreasonably
withheld. The Fremont EDC Board shall consult with the City of Fremont's Site Plan
Review Team prior to issuing recommendations for final site plan approval to the City's
Planning Commission.

Any violation, or attempted violation of any of these restrictions, shall give the right to
the City of Fremont to proceed at law or in equity to enforce compliance with the terms
hereof.

The restrictions and covenants are as follows:

1. USE OF PREMISES. The site or lot(s) shall be used by the Grantee, its successors
and assigns, and the occupants thereof for light industrial purposes only. Only new
construction will be allowed in the Industrial Park.

2. LAND TO BUILDING RATIO. No buildings are to be built that will reduce the
land to building ratio below a 2:1 ratio.

3. SETBACK - FRONT YARDS. Building lines shall be maintained at least 60 feet

back from all street right-of-way lines. Pedestrian walks, vehicular access drives,
railroad tracks, landscaping or berming, stormwater detention and filtering areas,
material pits, light fixtures, recording instruments, and utility manholes extending not
more than six inches above finished grade shall be permitted within said 60-foot
setback. Off-street parking, gate or guard houses, roofs or canopies covering
unenclosed pedestrian walks, and walls or fences shall be permitted in the rear 15 feet
of any required front yard setback.

4. SETBACK - SIDE YARDS. Adequate space shall be maintained between all

buildings to provide light and air. Building lines are to be maintained at least 20 feet
from side lot lines. In the event more than one building shall be owned by one person
or entity and in the improvement of such lot or tract a building shall be built on more
than one lot, then the side line restriction on the interior line or lines may be waived
by the Fremont EDC Board. Provided, further that if a part of a tract or lot shall be
sold before any improvement shall have been erected thereon, then the line between
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the part sold and the part retained shall be the property line to which the setback
restrictions shall apply.
5. SETBACK - REAR YARDS. Structures shall be at least 20 feet from the rear
property line of any lot except for a lot having a common rear property line with a
railroad right-of-way, in which case no rear building setback is required.

6. CLEAR VISION CORNERS. Where two streets intersect, no structure or planting

of any kind over 20 inches in height above curb level shall be erected on a corner lot
within a triangle having its apex at the intersection of the right-of-way lines and
having equal legs of fifty feet along the rights-of-way. This shall affect lots 1, 3 and
17. The vision corner provisions also shall apply to lots 11, 13, 19 and 21. This will
allow for the future construction of culs-de-sac or access drives to lots 12 and 20, or
any future subdivision of the two lots.

7. EXTERIOR WALLS.

a. To establish a standard of quality and to maintain architectural integration, the

exterior front walls of the office portion of the building shall be faced with brick
or some material equally acceptable to the Fremont EDC Board from an aesthetic
point of view.

b. Concrete block shall be allowed for an exterior wall, provided that the wall is an
expansion wall, is located at the rear or side of the building, does not face a street
and is painted.

c. The use of building materials shall be subject to the approval of the Fremont EDC
Board, which approval shall not be unreasonably withheld.

d. No wall shall exceed a height of 40 feet, unless it meets the exception criteria
within the City's Zoning Ordinance, Section 4.12.

8. UNDERGROUND UTILITIES. All utilities shall be located underground within

the Industrial Park. This includes electric, telephone and cable television lines.
Meters for electricity, natural gas, water, or other measurable utility shall not be
located within the public right-of-way. Any meters located in the front yard setback
shall be underground in acceptable meter pits. Meters may be installed above ground
in any side yard, if they are properly screened with mature vegetation from any public
street or adjacent building. Electric transformers and electric or telephone switching
or junction boxes shall not be installed above ground within the public right-of-way
or within the front yard setback. Transformers or junction/switching boxes may be
installed above ground in any side yard, if screened with mature vegetation from any
public street or adjacent building.

9. EXTERIOR LIGHTING. All exterior lighting of each site, building, parking lot,
sign, etc. shall be designated, located, shielded, and maintained in such a manner that
the light source is fixed and not directly visible from, nor cast any significant glare
upon, any adjacent public rights-of-way or adjoining residential buildings, zones or

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streets. (Adjoining residential lots shall include lots separated from the industrial lot
by only a public street or right-of-way.) The use of perimeter light poles and light
fixtures with aiming mechanisms and shields are encouraged.

10. SIGNAGE. Plans and specifications for the construction, installation or alteration of
all outdoor signs as to size, location, type and appearance shall first be submitted to
the Fremont EDC Board for its written approval, which approval shall not be
unreasonably withheld. The following signage requirements shall apply:

a. Allowable sign types include wall, ground (freestanding) and awning.

b. Prohibited sign types include all others not above allowable, including, but not
limited to: pylon, animated, flashing, changeable copy/message board (unless
time/date), neon, exposed bulb, suspended, projection, roof, integral roof,
portable, marquee, inflatable, billboard, banner, pennants, or parked vehicles with
messages (unless regularly and customarily used to transport persons or property
for the business.)

c. Wall signs shall be flat and parallel to and not more than fifteen inches from the
face of the building wall. Wall signs shall not exceed five percent of the face of
the building to which they are attached. The maximum width of any sign shall
not exceed ninety percent of the width of the wall to which it is attached.

d. Ground signs shall be no more than fifty square feet in area, as measured on one
face of a two-faced sign. Said sign shall be no more than ten feet in height,
including any mounting hardware and foundation. Ground signs may be located
within the required front yard setback, as long as they are at least five feet from
any property line and not located in any clear vision corner as defined in item #6
of these covenants. Only one ground sign is permitted per business.

e. Awning signs shall have the same area and wall coverage restrictions as wall
signs. Lighting shall be as detailed below in item "h.'

f. Directional signs of up to three square feet each, designating entrances, exits,

parking, loading areas, shipping docks or similar traffic control signs are
permitted. Such signs shall be located at least one foot from any property line and
not within a clear vision corner as previously defined.

g. Billboards, signs or advertisements for businesses not located on the site are
prohibited.

h. Lighting of signs may be either internal or external, if it meets the following

requirements:

1) No direct light or significant glare from a sign shall be cast on any adjacent
lot zoned and used for residential purposes or be visible from any public
right-of-way.

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2) Interior lighted signs shall have light-colored translucent lettering shown

against a dark opaque background.

11. PARKING. All vehicle parking, including visitor parking shall be provided on the
premises and all parking areas are to be paved to provide dust-free, all-weather
surfaces. Employees shall not be permitted to park, and visitors shall be discouraged
from parking, during business hours on public streets in front of or to the rear of the
premises. Delivery or supply trucks shall not be parked, loaded or unloaded on public
streets.

12. LOADING DOCKS. No loading dock shall be constructed facing any public street
unless said loading dock and every part thereof is at least one hundred feet from the
right-of-way line of the street on which said loading dock fronts.

13. PARKWAY TREES. Each property owner will be required to purchase and install
trees in the parkway adjacent to any public street right-of-way. The City's Tree
Ordinance prescribes the following specifications for parkway trees:

a. Minimum diameter of one and one-half inches as measured at breast height.

b. One of the following species: London Plane, Sugar Maple or Norway Maple (all
varieties acceptable.)

c. Spacing of approximately 50 feet between each tree, at an exact location as

directed by the City's Superintendent of Public Works, or his designee. The tree
locations shall be shown on the site plan when submitted for approval to the EDC
Board.

d. No trees shall be planted closer than four feet to any curb, curbline or sidewalk.

Said trees shall be planted upon completion of the building construction and site
landscaping, or at a later acceptable time as determined by the Superintendent of
Public Works.

14. ACCESS TO LOTS. Permanent access to each industry or business shall be on

driveways connected to the Industrial Park's interior streets, currently Locust Street
and Industrial Drive. No drives shall connect directly to Green Avenue from lots 1, 6,
7, 8 and 9.

15. OUTDOOR STORAGE. Materials, supplies or products stored outside are to be

surrounded by a masonry wall or other appropriate type of wall, approved in writing
by the Fremont EDC Board. The wall shall be two feet above stored materials or four
feet in height, whichever is higher and which shall shield such stored items from view
from a public street or adjoining properties.

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16. NOISE, ODOR, VIBRATION, SMOKE. No use is allowed in which the tenant
shall be operating outside the limits of applicable use and zoning ordinances by
reason of noise, odor, vibration, dust, smoke or other hazardous nature of operation.

17. EARTHWORK. No earthwork shall commence on the property until an acceptable

soil erosion control plan is submitted to the Newaygo County Drain Commissioner.
Because all sites within the Industrial Park are within 500 feet of Outlots A, B or C,
or an inlet to the City's stormsewer system, a P.A. 347 Soil Erosion and
Sedimentation Control Permit shall be first obtained from the Drain Commissioner.

18. STORMWATER CONTROL SYSTEM. All roof, parking lot and foundation
drains shall be discharged to only the established stormwater control system within
the Industrial Park, and shall not be discharged overland or into the City's sanitary
sewer system. Several stormwater control detention basins have been constructed
within the Park to accommodate the surface runoff from the public streets and private
buildings, parking lots, and foundation drains. Businesses are encouraged, however,
to construct on-site surface drainage systems to include the use of permanent
vegetative filters to detain and filter stormwater before it enters the public stormwater
system. Periodic cleaning and removal of sediments from the public stormwater
ponds will be necessary, and the costs will be assessed upon the benefiting properties
in an equitable and fair manner.

19. ZONING AND OTHER REGULATIONS. The restrictive and protective

covenants contained herein are not the sole regulations that may apply to the
development of lots within the Park, although they represent the more significant
ones. Other provisions within the City's Zoning and Subdivision Control Ordinances,
and other local and State codes will apply to developments within the Park.

20. NONRELOCATION RESTRICTIONS. Because the development of the Industrial

Park was financed in part with funds from the U.S. Department of Commerce,
Economic Development Administration, all employers locating within the Park must
comply with EDA's Nonrelocation Regulations as set forth in 13 CFR Sec. 309.3. An
EDA Form 101A shall be submitted by each employer prior to closing on the sale of
the land (a copy of said form is attached.) This form states, in part, that an employer
may not move jobs from one commuting area to another commuting area. An
expansion of an existing business to a new location is allowable if the expansion will
not cause unemployment in other areas where the business conducts its operations.
(This nonrelocation restriction expired February 14, 1998.)

21. MAINTENANCE.

a. The owner of any site or lot shall at all times keep the premises, buildings,
improvements and appurtenances in a safe, clean and wholesome condition and
comply in all respects with all government, health, fire and police requirements
and regulations. Any owner will remove, at its own expense, any rubbish of any
character whatsoever that may accumulate on said site or lot. In the event said
owner fails to comply with any or all of the aforesaid specifications and/or

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requirements within a reasonable time after notification by registered or certified

mail from the Fremont EDC Board or the City of Fremont, then, in addition to
such other rights and remedies, the Fremont EDC Board or the City of Fremont
also shall have the right, privilege and license to enter upon the premises and
make any and all corrections or improvements that may be necessary to meet such
standards at the expense of the site owners and such expense shall constitute a lien
upon the property.

b. The owner of any site or lot shall at all times keep the landscaping in good order
and citation. Should the owner of any site or lot fail to remedy a deficiency
within a reasonable time in the maintenance of the landscaping after notification
by registered or certified mail from the Fremont EDC Board or the City of
Fremont, the EDC Board and the City expressly reserve the right, privilege and
license to make any and all corrections or improvements in landscape
maintenance at the expense of the site owner and any such expense shall
constitute a lien upon the property.

22. TIME LIMITS ON COMMENCEMENT OF CONSTRUCTION. If, after the

expiration of one year from the date of execution of a contract for the sale of any lot
lying within the Industrial Park, or after the expiration of one year from the date of
completion of public utility service, whichever is later, any purchaser shall not have
begun in good faith the construction of a permanent building upon said lot, the
Fremont EDC Board retains the option to rescind such contract, refund such portion
of the purchase price as had been paid and enter into possession of said land. Any
refund of the purchase price paid shall be reduced by the following costs, where
applicable: land sale closing costs; land surveying; title commitment or title insurance
policies; utility extensions (municipal or other, such as gas or electric); payment in
full of any outstanding special assessments for improvements to or adjacent to the
property; any unpaid real estate taxes; and any non-refundable option costs per
agreement with the purchaser. However, the Fremont EDC Board, in its sole
discretion, may extend in writing the time in which such construction may be begun.

Original Version Adopted by:

Fremont EDC Board: 2/23/93
Fremont City Council: 3/15/93

Amendments Adopted by:

Fremont EDC Board: 4/11/95
Fremont City Council: 4/17/95

Final Document to be recorded with

Newaygo County Register of Deeds
as an exhibit to each Warranty Deed
upon sale of each FIP lot by the City.

The Covenants shall run with the land

in perpetuity, regardless of owner.