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Home My WebLink AboutARB201900029 Application 2019-03-07 /, \ Community Development Department ��'+.tli n1 Albemarle Coin 40.ntire Road Charlottesville.VA22902-4596 ice:(434)296-5832 Fax:(434)972-4126 l --. /PPlanning Application �m� PARCEL if OWNER INFORMATION TMP 061W0-02-OB-00200 Owner(s): GREENBRIER EAST LLC Application# ARB20I 900029 PROPERTY INFORMATION Legal Description ACREAGE FIRST SYSTEMS AND RESOURCES Magisterial Dist, Rio Land Use Primary Commercial LJ Current AFD Not in A/F District w Current Zoning Primary Cl Commercial APPLICATION INFORMATION Street Address 450 GREENBRIER DR CHARLOTTESVILLE,22901 Entered By Jennifer Smith I. Application Type Architectural Review Board i 13:11/2019 Project DALY'S RENT ALL Received Date 03/07/19 Received Date Final Submittal Date 03/25/19 Total Fees Closing File Date Submittal Date Final Total Paid Revision Number Comments Legal Ad SUB APPLICATION(s) Type Sub Applicatio Comment County-wide StructureLocated Behind Ano 03/25/19 APPLICANT / CONTACT INFORMATION ContactTyoe Name Address J CityState Zip Phone PhoneCell Cmr_fAppi-art GREENBRIER EAST LLC 80 ROSLYN FOREST LANE CHARLOTTESVILL 22901 Signature of Contractor or Authorized Agent Date Architectural Review Board Application ? Part A: Applicant,Contact and Parcel Information Project Name: A-67_41EisiZr44,4.1 Tax map and parcel(s): G I 11t1 £3 - Z Physical Street Address: [ct L 4.1�Ll✓ Contact Person: S t E A-LC3 Q Business Name: (.,ax.tcho ` �y Address ��y / iQD�3 �0 kl/•� �' H C City CL.1 glary;V/4,1,K lar ;V/4,(,K State VA Zip Z2°,0/ Daytime Phone4Y)$T31 .2S[J,7rrLA Fax#(L.7Y 923 7i2 E-mail s.e 1:,ESum cN,'(11.0 14,7 I cam Owner of Record: ..541.i•- A A(OVr Address City State Zip Daytime Phone( ) Fax#( ) E-mail Part B: Review Type and Fee Select review type Review by the Architectural Review Board Conceptual Plan/Advisory Review(for a Special Use Permit or a No Fee Rezoning) Preliminary/Initial Review of a Site Development Plan No Fee Final Review of a Site Development Plan $1075.00 Amendment to an approved Certificate of Appropriateness $242.00 Building Permit Review $634.00 County-wide Certificate of Appropriateness Structures 750'or more from the EC,no taller than 5 stories No Fee Structures located behind a structure that fronts the EC No Fee Personal wireless service facilities No Fee Fencing or Equipment or Lighting No Fee Additions to ARB-approved buildings No Fee Minor amendments to site or architectural plans No Fee Building permits where the change is 50%or less of the altered elevation No Fee NOTE: For SIGNS, use the combined APPLICATION AND CHEKLIST FOR SIGNS. FOR OFFICE USE ONLY BP# ARB# Fee Amount$ Date Paid By who? Receipt# Check# By County of Albemarle Dept of Community Development,401 McIntire Rd,Charlottesville,VA 22902 Voice:(434)296-5832 Fax:(434)972-4126 10'2015 Page I oft OVER—> Part C: Description of Proposal Describe your proposal.Attach a separate sheet if necessary. 62/4.1r/ZUC4-1,0 a ' A Sinai.&.. ,1i2y pe3Cp1 L. COI LOiA/6 Si✓+tik•tnI`. h✓ COIJC4Cgr IV i46 Airrnit. aalt- Jle ,f„O G4yx0 Or✓ 2111_ w ip^T 0✓4 Of <711k- A A.6tct. it. 1iU t ni 1Vi( ICIA-4 ' lit. . Part D: Applicant Agreement Applicant must read and sign • Each application package must contain(8)folded copies of all plans and documents being submitted. Only(1) set of building material samples is required. All submittal items, including building material samples,become the property of Albemarle County. Applicants are encouraged to maintain duplicate copies of all submittal items in their own files. • Only complete application packages will be scheduled for ARB review. The application package is not complete without the appropriate checklist, completed, signed, and included with the required submittal materials indicated on the checklist. I hereby certify that I own the subject property or have the legal power to act on behalf of the owner in filing this application. *See submittal requirements below. I also certify that the information provided on this application and accompanying information is accurate, true, and correct to the best of my knowledge, and that the attached /10 plans co•ain all in kn required Iy the appropriate checklist. ,,,,r,„.540prf#MIIIIW ,....‹,ille..,____._.__ _ /0/10//6a ignature of Winer,owner's representative Date or contract purchaser SvE a- A L J? gs&e, r—; (VJN ) 4'JY-531 - 2Y3 f Printed name,Title Daytime phone number of Signatory *Ownership Information: • If ownership of the property is in the name of any type of legal entity or organization including, but not limited to, the name of a corporation, partnership or association, or in the name of a trust, or in a fictitious name, a document acceptable to the County must be submitted certifying that the person signing above has the authority to do so. • If the applicant is a contract purchaser, a document acceptable to the County must be submitted containing the owner's written consent to the application. • If the applicant is the agent of the owner, a document acceptable to the County must be submitted that is evidence of the existence and scope of the agency.Attach the owner's written consent. 11/2010 Page 2 of 2 1IVIUMA R—• 03M9O.13V30 Architectural Review Board -,co ii 1. J =® Checklist of Submittal Requirements P COUNTY-WIDE CERTIFICATE OF APPROPRIATENESS Structures located behind another structure that fronts and EC, where the rear structure is no more than twice the height of the front structure Part A: Applicant Information Project name: 'PA(I y' 9 hpr ALA. Contact person: U(= A, I L_E.e. ry Part B: Submittal Requirements Submittal packages must contain 2 collated and folded copies of all information unless otherwise stated. A. Written description of the proposal SEE 1 [g Provide a description of the proposed work. 2 Explain how the proposal is compatible with the surrounding area and the Entrance Corridor. B. Site plan showing the following (drawn to the scale of 1"=20', clearly legible and folded): 3 IA Location(s) of proposed building(s)on the site. 4 ro Location of proposed parking, travelways, walkways and other improvements. 5 Mechanical equipment, trash containers, loading and service areas, other similar features and improvements, and associated screening. 6 lid Existing and proposed topography drawn with contour intervals of 5-feet or less, and with sufficient off-site topography to describe prominent and pertinent off-site features and physical characteristics, but in no case less than 50-feet outside of the site. 7 Location and size of existing and proposed utilities and easements. Identify type of utility and extent of easement. 8 Stormwater management plan. 9 Location of retaining walls indicating top and bottom elevations, maximum wall height, and proposed materials, with material and color samples. C. Landscape plan showing the following(drawn to the scale of 1"=20'or larger,clearly legible): 1j Proposed landscaping that meets or exceeds the requirements outlined in the EC guidelines. 2 ❑ Existing landscaping to be removed. Include the location, size, and species. 3 Landscape schedule indicating plant species with common and botanical names, quantity, size at planting, and symbol used. 4 Location of existing and proposed tree lines and tree save areas. 5 fp Location of existing natural features. 6 Location of individual trees of 6-inch caliper or greater and all significant groups of trees indicated by botanical name and caliper. 7 15 Location and height of above-ground utilities and associated easements, and location of below-ground utilities and associated easements. 8 Stormwater facilities. 9 ❑ A signed tree conservation checklist with all checklist items drawn on the landscape plans. 10 Tree protection fencing and limits of work on the landscape, grading and E&S plans. 1 OVER + D. Lighting plan showing the following (drawn to the scale of 1"=20'or larger and clearly legible): 1 W Location of all proposed building and site lighting. 2 I Lighting schedule identifying all proposed light fixtures, poles and brackets, and information on illumination type, intensity, style, shielding, color, finish, and installation height. 3 ( Manufacturer's cut sheets illustrating proposed lighting fixtures. Include the cut sheets as a sheet of the site plan set. 4 K Photometric plan addressing all fixtures and indicating that lighting does meet the requirements of Section 4.17 of the Zoning Ordinance. LLF must equal 1.0. 5 p Coordination of lighting with landscaping and other site elements. E. Appearance of the building(s) (architectural elevations,color perspective sketches,site sections): 1 ❑ Dimensioned architectural elevations of the proposed building(s). Elevations must be drawn to the scale of 1/8"=1'-0". Include a building materials schedule and key on the elevation drawings. 2 Q Site sections that clarify proposed changes in topography and illustrate the visibility of the proposed development from the Entrance Corridor. Site sections shall indicate the finish floor elevation(s) and roof height(s) relative to the natural elevations along the Entrance Corridor. 3 5 One set of all building materials/colors. 4 0 A floor plan adequate to show exterior walls, windows and doors. F. Additional material 1 ❑ Provide labeled, color 8Y2" x 11" photos of the site as seen from both directions on the EC. 2 ❑ Sheet number, total number of sheets, date of the drawing, date and description of the latest revision, and contact information for the firm preparing the drawings in the title block on all drawings. For revised drawings, clearly identify revisions made. 3 ❑ Color perspective images (for example: sketches, renderings, photosimulations, etc.) that show the proposed development as seen from the Entrance Corridor are often useful for gaining a clear understanding of the proposal. The ARB may require such images in certain cases when other submitted documents do not answer all questions of building form, building details, materials, context, topography, and/or visibility. 4 ❑ Any additional material that will make the review more productive. Clarification of topography, visibility, utilities, landscaping, or other unique or unusual conditions are welcome. Part C: Applicant Agreement Applicant must read and sign • Each application package must contain 2 folded &collated copies of all plans and documents being submitted. Only 1 set of material samples is required. All submittal items, including samples, become the property of Albemarle County. Applicants should maintain duplicate copies for their own use. • All information in this checklist is required before review begins. Additional submittal materials may be required, depending on the proposal. In representing the above referenced firm submitting this application for review, I hereby state that the information provided in this application, and all accompanying information, is accurate, true and correct to the best of my knowledge, and th. the att--- e. • ,ns contain :II information required by this checklist. 10/AY//e gnature •`_•e'on completing checklist Date I- A. ,41. er u U W�i�/v tij y S-.71 -'YES" Printed Name/Title Daytime phone number of Signatory County of Albemarle Department of Community Development 401 McIntire Road,Charlottesville,VA 22902-4596; (434)296-5832 Tel www.albemarle.orq revised 10/24/2014 2 OVER Daly's Rent All Supplemental Information to Architecture Review Board Checklist A. Written description of the Proposal 1. Provide description of Proposed work. a. The major site plan amendment application for Daly's Rent All proposes the construction of a second structure to the site that currently has one existing 7,000 square foot building sited on the west side of the parcel. The second building will be 5,000 square feet and positioned toward the east side of the parcel. Access to both buildings shall continue to be through the existing entrance. The new building shall be steel and metal construction, similar in appearance and architectural detail to the existing structure. 2. Explain how the Proposal is compatible with the surrounding area and the entrance corridor. a. The proposed new building is behind a structure that fronts the entrance corridor. The building can not be seen by the southbound Route 29 vehicular or pedestrian traffic and only a small portion of the roof and southwestern end of the building is visible when a northbound vehicle or pedestrian is physically detained by the traffic signal controlling the intersection of Route 29 and Greenbrier Drive. Thus, the visual contribution of the new building to the Route 29 North entrance corridor is negligible. The materials and architectural details are very harmonious with the existing building features,resulting in a pleasant blend of old and new structures on the parcel. These two buildings are nestled below the grade of the existing brick structures on the three contiguous parcels to the North with some tree buffers softening the vista behind the new building. The western property line has an existing concrete block retaining wall handling the grade variance between the two parcels, while providing some buffer to the rear façades of the buildings facing the Route 29 entrance corridor. Westfield Road gracefully separates this parcel from the next building to the East,while meandering Greenbrier Drive separates this parcel to the South front building façades and open land. The new structure appropriately completes the last remaining piece of in-full property along this portion of Greenbrier Drive as travelers approach the newly completed Hillsdale Drive intersection. p1th 4 1 i it , fia#4"7° ,..autitzt STATE CORPORATION COMMISSION Richmond, June 10, 2015 This is to certifythat the certificate of organization of Greenbrier East, LLC was this clay issued and admitted to record in this office and that the said limited liability company is authorized to transact its business subject to all Virginia Caws applicable to the company and its business. Effective date:June 10, 2015 State Corporation Commission Q�RArtory �;' 01-4 Nile ; Attest: N � � = Crerkof the Commission s``MyE p_,ya� 1903 CISECOM COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION ARTICLES OF ORGANIZATION OF GREENBRIER EAST, LLC The undersigned,desiring to form a limited liabilitycompany under the provisions of Chapter 12 of Title 13.1 of the Code of Virginia, as amended,hereby sets forth the following: 1. NAME. The name of the limited liability company is Greenbrier East, LLC. 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the initial registered office of the limited liability company in Virginia is 2340 Commonwealth Dr., Charlottesville,VA 22901 located in Albemarle County. The name of the initial registered agent is J.Randolph Parker,who is a member of the Virginia State Bar and a resident of the Commonwealth of Virginia,and whose business office is identical with the registered office. 3. PRINCIPAL OFFICE. The address of the principal office of the limited liability company where the records will be maintainedpursuant to Virginia Code§13.1-1028 is 255 Ipswitch Place, Charlottesville, VA 22901 located in Albemarle County County. 4. PERIOD OF DURATION. The limited liability company shall continue indefinitely until it is terminated by operation of law or pursuant to its Operating Agreement. -1- DATED: June 10, 2015 Organizer: atidol ker, Esquire -2- P�. i, IRS DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 Date of this notice: 08-10-2015 Employer Identification Number: 47-4742503 Form: SS-4 Number of this notice: CP 575 G GREENBRIER EAST LLC SUE A ALBRECHT SOLE MBR 255 IPSWICH PL For assistance you may call us at: CHARLOTTESVLE, VA 22901 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN) . We assigned you EIN 47-4742503. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax-related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is GREE. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. • (IRS USE ONLY) 575G 08-10-2015 GREE 0 9999999999 SS-4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please CP 575 G correct any errors in your name or address. 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 08-10-2015 ( ) - EMPLOYER IDENTIFICATION NUMBER: 47-4742503 FORM: SS-4 NOBOD INTERNAL REVENUE SERVICE GREENBRIER EAST LLC CINCINNATI OH 45999-0023 SUE A ALBRECHT SOLE MBR nni111n11.1i1.i1 255 IPSWICH PL CHARLOTTESVLE, VA 22901 OPERATING AGREEMENT OF GREENBRIER EAST, LLC In consideration of the terms set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby enters into this Agreement for the governance of Greenbrier East, LLC, (the "Company") on the following terms and conditions: ARTICLE I ORGANIZATION 1.1 Name. The business of the Company shall be conducted under the name of Greenbrier East, LLC. 1.2 Term. The Company shall continue until January 1, 3000, unless sooner terminated as hereinafter provided. 1.3 Place of Business. The Company's principal place of business shall be located at 255 Ipswitch Place, Charlottesville, VA 22901, located in Albemarle County, or at such other place as the Secretary may designate. 1.4 Purpose. The purpose of the Company is to engage in any and all general business activities and to conduct any and all lawful business. ARTICLE II DEFINITIONS For purposes of this Agreement, the following terms shall have the meaning specified below: 2.1 Capital Account. Capital Account of a Member shall mean (i) the amount of cash and the fair market value of property (net of liabilities assumed by the Company and liabilities to which such property is subject) contributes by the Member to the capital of the Company, (ii) increased by the Member's share of income and gain of the Company as determined under Section 4.2, (iii) reduced by the amount of cash and the fair market value of property (net of liabilities assumed by such Member and liabilities to which such property is subject) distributed to the Member by the Company, and (iv) reduced by such Member's shares of loss of the Company as determined under Section 4.2. No adjustment shall be made to a Capital Account on account of an election under Section 754 of the Internal Revenue Code of 1986, as amended (the "Code"). Page 1of10 2.2 Income Gain and Loss. Income gain and loss shall mean taxable income, gain or loss as determined under the Code, but without regard to amounts attributable to an election under Section 754 of the Code, plus any income exempt from tax. ARTICLE III COMPANY CAPITAL AND CONTRIBUTIONS 3.1 Contributions. The initial Member shall make the initial contribution to the capital of the Company set forth opposite his or her respective signature hereto. 3.2 Additional Contributions. Except as required by Section 10.3, no Member shall be required to make additional contributions to the Company. 3.3 Interest. No Member shall receive interest on his contribution to the capital of the Company. No Member shall have the right to receive property other than cash under any circumstance requiring a return of his contribution. 3.4 Advances. Any loan made by a Member to the Company shall be on such terms as may be agreed to from time to time. ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS DURING OPERATIONS 4.1 Distributions. Cash available for distribution shall be distributed each year among the Members in proportion to the percentage interests shown opposite their respective signatures hereto ("Percentage Interests"). For purposes of this Section, cash available for distribution shall include cash determined by the Members to be available, taking into consideration necessary or desired reserves, the tax and other requirements of the Members, and other relevant factors, from operations, a refinancing, or a capital transaction other than a sale of all of the Company's property upon termination of the Company, which shall be governed by Section 10.3. Cash available for distribution from normal business operations of the Company shall be distributed at least quarterly. Cash available for distribution as a result of a refinancing or a capital transaction shall be distributed to the Members within thirty days after receipt thereof by the Company. 4.2 Allocations. The Company's income, gain, loss, and credits, for tax and accounting purposes, except gain and loss from the sale of Company property incurred upon or during liquidation and termination of the Company, which shall be governed by Section 10.2, shall be allocated among the Members in proportion to their Percentage Interests. -2- 4.3 Liability to Creditors. No Member shall be liable for the obligations or losses of the Company. ARTICLE V MEMBERS 5.1 Management and Voting Entitlement. Unless and to the extent the Member(s) delegate management to specific officers or managers, management of the Company shall be vested in the Members. Notwithstanding any provision contained elsewhere in this Agreement, no Member shall have the authority, without the consent of the all of the Members (i) to transfer any real estate of the Company, (ii) to confess a judgment against the Company, (iii) to make an assignment for the benefit of the Company's creditors, (iv) to do any act that would make it impossible to carry on the ordinary business of the Company, or (v) to do any act in contravention of this Agreement. Each Member shall devote such time as may be required for the management of the Company. One or more Members may be employed by the Company to manage the business of the Company in the capacity of an employee and not in the capacity of a Member. Each Member shall have the right to engage in other activities and businesses including ones that compete with the business of the Company. Each Member is entitled to vote on each matter voted on at a Members' meeting in proportion to the Percentage Interest of such Member,with each Members' vote being equal to his percentage interest, carried out two decimal places. For example, a 5.82 percent interest is entitled to 5.82 votes. Each signatory hereto and each Substituted Member shall be treated as a Member for all other purposes of this Agreement. At the present time, the Company has a single Member. For the purpose of this Agreement, should there be only one Member, any reference to Members shall refer to said single Member. 5.2 Annual Meeting. Commencing with the next calendar year following the execution of this Operating Agreement, the annual meeting of the Members of the Company shall be held on approximately the first Monday in July of each year (and if such date is a legal holiday, on the next business day) for the purpose of electing a Secretary and transacting such other business as may properly come before the meeting. 5.3 Special Meetings. Special meetings of the Members may be called by the Secretary or, in the case the Company has thirty-five or fewer Members, if the holders of at least twenty percent of all votes entitled to be cast on any issue proposed to be considered at the meeting sign, date and deliver to the Secretary one or more written demands for such a meeting describing the purpose or purposes for which the meeting is to be held. 5.4 Action Without Meeting. Action required or permitted to be taken by the Members at a Member's meeting may be taken without a meeting and without action by the Secretary if the action is taken by all Members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the Members entitled to vote on the action and delivered to the Secretary of the Company for inclusion in the minutes or filing with the Company records. Any action taken by unanimous written consent shall be effective according to its terms when all consents are in possession of the Company. A Member -3- may withdraw his consent only by delivering a written notice of withdrawal to the Company prior to the time that all consents are in the possession of the Company. Action taken under this Section is effective as of the date specified in the consent provided the consent states the date of execution by each Member. A consent signed under this Section has the effect of a unanimous vote of voting Members and may be described as such in any document. 5.5 Notice of Meeting. The Company shall notify Members of the date, time and place of each annual and special Members'meeting. Such notice shall be given no less than ten nor more than sixty days before the meeting date except that notice of a Members' meeting to act on an amendment of the Articles of Organization, a plan of merger or share exchange, a proposed sale of all or substantially all of the assets of the Company, otherwise than in the usual and regular course of business, or the dissolution of the Company shall be given not less than twenty-five nor more than sixty days before the meeting date, which notice shall be accompanied by a copy of the proposed amendment, plan of merger, share exchange or dissolution or agreement pursuant to which the proposed sale will be effected. Unless the applicable law or the Articles of Organization require otherwise, the Company is required to give notice only to Members entitled to vote at the meeting and notice of an annual meeting need not state the purpose or purposes for which the meeting called. Notice of a special meeting, however, shall state the purpose or purposes for which the meeting is called. 5.6 Waiver of Notice. A Member may waive any notice required by law, the Articles of Organization or hereunder before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the Member entitled to the notice and be delivered to the Secretary of the Company for inclusion in the minutes or filing with the Company records. A Member's attendance at a meeting (1) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented. 5.7 Determination of Members of Record. The Secretary may fix in advance the record date in order to make a determination of Members entitled to notice of, or to vote at, any meeting of the Members or any adjournment thereof, to receive payment of any dividend or distribution, to demand a special meeting, to take action without a meeting or to make a determination of Members for any other proper purpose. A record date fixed under this Section may not be more than seventy days before the meeting or action requiring a determination of Members. If not otherwise fixed by the Secretary, the record date for determining Members entitled to (i) notice of and to vote at a Members' meeting is the close of business on the day before the effective date of the notice to Members, (ii) receive payment of any dividend or distribution, other than a distribution involving a repurchase or acquisition of members of the Company, is the date the Secretary authorizes the dividend or distribution, (iii) demand a special meeting is the date the first Member signs the demand and (iv) take action without a meeting is the date the first Member signs the consent. -4- 5.8 Place of Meeting. Meetings of the Members shall be held at the principal office of the Company or at such other place, within or without the Commonwealth of Virginia, as may be designated by the Secretary and set forth in the notice of the meeting. 5.9 Proxies. A Member may vote in person or by proxy. A Member may appoint a proxy to vote or otherwise act for him by signing an appointment form, whether personally or by his attorney-in-fact. An appointment is effective when received by the Secretary or agent authorized to tabulate votes. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the Member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. An appointment made irrevocable by being coupled with an interest is revoked when such interest is extinguished. The death or incapacity of the Member appointing a proxy does not affect the right of the Company to accept the proxy's authority unless notice of the death or incapacity is received by the Secretary or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. 5.10 Quorum and Voting Requirements for Voting Groups. Members entitled to vote as a separate voting group, in the case of multiple voting groups, may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter. Unless the Articles of Organization or the relevant law provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum for action on that matter. Once a Member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. If a quorum exists, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Articles of Organization, relevant law, or this Agreement requires a greater number of affirmative votes. ARTICLE VI OFFICERS 6.1 Officers. The Members shall not designate management of the Company to officers or managers ("officers"), but may elect officers and assistant officers to perform ministerial acts and fill any vacancy at any regular or special meeting of the Members. (The foregoing shall not prevent the Company from engaging employees and agents to manage and operate the Company's business.) A duly appointed officer may appoint one or more officers or assistant officers as may be authorized herein or by the Members. The same individual may simultaneously hold more than one office. Each officer shall be appointed to hold office until the next succeeding regular meeting of the Members or for such longer or shorter terms as may be specified, and until his successor shall have been elected or such earlier time as he shall resign, die or be removed. Each officer shall have the authority to perform the ministerial duties set forth herein or, to the extent consistent herewith, the ministerial duties prescribed by the -5- Members or by direction of an officer authorized by the Members to prescribe the duties of other officers. 6.2 Secretary's Authority. The Company shall have a Secretary who or which shall have the authority to perform ministerial acts in carrying out the management decisions approved by the Members. By way of illustration of such ministerial acts, the Secretary may enter into and execute deeds, contracts, leases, subleases, or modifications thereof on behalf of the Company; may preside at meetings of the Members; may call special meetings of the Members for any purpose; may hire, appoint, and discharge, subject to the approval of the Members, employees and agents of the Company; may give, or cause to be given, notices of all meetings of Members, and all other notices required herein or by law; may record the proceedings of the meeting of the Members in a book kept for that purpose; may authenticate records of the Company; may keep or cause to be kept full and accurate books of account; may render a financial statement showing all transactions and the financial condition of the Company as may be required by the Members; and may perform such other ministerial duties as may be assigned from time to time by the Members. In all events, the Secretary's authority shall be limited to ministerial acts, performed as an agent of the Members, within the meaning of Treasury Regulation ?301.7701-2(b)(3). Until a successor is duly elected, the Member listed first on the signature page hereto shall be Secretary of the Company. 6.3 Resignation and Removal. An officer may resign at any time by delivering notice to the Company. A resignation is effective when the notice is delivered unless the notice specifies a future effective date. If a resignation is made effective at a future date and the Company accepts such future effective date, it may fill the pending vacancy before such date but the successor shall not take office until such date. The Members may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. 6.4 Salaries. The Company shall pay all of its officers reasonable compensation for their services and shall reimburse their out-of-pocket expenses incurred on behalf of the Company. ARTICLE VII TRANSFERS OF INTERESTS 7.1 Right of First Refusal. In the event that there are more than one Member of the Company at a future date, no Member may transfer all or part of his interest in the Company without first offering such interest in writing to the other Members at a price equal to the amount offered for such interests by a third party and on the same terms and conditions. If the other Members do not accept the offer within thirty days, the selling Member will be free for a period of sixty days thereafter to transfer such interest but only in strict compliance with the terms of the third party offer. A transfer of interest to any person on account of the death of a Member or by a Member to a Member's spouse or lineal descendants or to a trust for the benefit of a Member, his spouse or his lineal descendants shall not be subject to the transfer restriction of this Section. The -6- transferor and not the transferee shall be treated as the Member for all purposes of this Agreement in the event of an attempted transfer not in compliance with this Section. In the event of a transfer in compliance with this Section, the transferee shall be entitled to receive the share of profits and distributions of the transferor Member but may not participate in the management or affairs of the Company or have any vote on any matters unless and until admitted as a Substituted Member. 7.2 Admission of Transferee. As conditions to admission as a Substituted Member, (a) the other Members shall unanimously consent to the substitution; (b) the transferee shall execute and acknowledge such instruments in form and substance as counsel to the Company deems necessary to effect such admission and to confirm the agreement of the person being admitted as a Substituted Member to be bound by all of the terms and provisions of this Agreement, as it may have been amended; and (c) the transferee shall pay all reasonable expenses in connection with his admission as a Substituted Member. A Substituted Member shall have all of the rights and privileges of the transferor and shall be substituted for the transferor in all respects, including receiving by transfer the Capital Account the Transferor. 7.3 Pledge. A Member may assign his right to receive distributions hereunder, but not his entire interest, to secure a bona fide obligation, provided that a written security agreement evidencing such assignment is filed with the Company. ARTICLE VIII RESIGNATION OF MEMBERS Any Member may voluntarily resign from the Company. In doing so, said Member forfeits his membership interest and Capital Account to the Company. ARTICLE IX FINANCIAL RECORDS 9.1 Company Books. The Company shall maintain accurate books of the affairs of the Company at its principal office using such methods as may be approved from time to time by the Members. Each Member shall have the right to inspect and examine such books at reasonable times. The Company or the accountant regularly servicing the Company and appointed by the Members shall close and balance or review such books at the end of each fiscal year of the Company and shall have delivered to each Member, within ninety days after the expiration of each fiscal year of the Company, a copy of the balance sheet, and related statements of income and expense, and sources and uses of funds, together with a statement showing the income or loss and Capital Account of each Member, the distributions to each Member and all information necessary for a Member to prepare his federal and state tax returns. 9.2 Banking. The Company shall maintain a bank account in which all funds of the Company -7- shall be deposited. This account may be co-mingled with other accounts, if appropriate accountings are made. The Company's funds shall be used solely for the business of the Company, and all withdrawals therefrom shall be made upon checks signed by one or more Members. ARTICLE X DISSOLUTION AND TERMINATION 10.1 Dissolution. The Company shall be dissolved upon the earlier of the following: (i) the unanimous written consent of the Members; (ii) the entry of a decree of judicial dissolution; or (iii) the expiration of the stated term. The death, expulsion, bankruptcy, or dissolution of a Member or any other event that terminates the continued membership of a Member shall not cause a dissolution of the Company so long as the remaining Members hereby unanimously consent to continue the business of the Company upon the happening of such event. Upon dissolution, the Members shall wind up the affairs of the Company, and distribute its assets or proceeds thereof in accordance with Section 10.3. A reasonable time as determined by the Members, but not to exceed eighteen months, shall be allowed for the orderly liquidation and distribution of the assets of the Company. 10.2 Gain and Loss. For tax and accounting purposes, gain realized from a sale of Company property or which would have been realized from a sale at fair value of assets distributed in kind, upon or during liquidation and termination of the Company, shall be allocated as follows: (i) first, to the Members with negative Capital Accounts, in proportion to their negative Capital Accounts, an amount equal to the sum of their negative Capital Accounts, and (ii) second, the balance, to the Members in proportion to their Percentage Interests. For tax and accounting purposes, loss realized from a sale at fair value of assets distributed in kind, upon or during liquidation and termination of the Company, shall be allocated (i) first, to Members with positive Capital Account balances, in proportion to their positive Capital accounts, an amount equal to the sum of their positive Capital accounts, and (ii) second, the balance, to the Members in proportion to their Percentage Interests. For purposes of this Section, the Capital Accounts of the Members shall be determined after taking into account all allocations prescribed in Section 4.2 and all distribution prescribed in Section 4.1,but not Section 10.3. 10.3 Distribution. Upon liquidation and after the payment of the debts and liabilities of the Company, the Company's assets shall be distributed to the Members with positive Capital Accounts in the ratio of their respective positive Capital Accounts as determined after taking into account all allocations prescribed in Section 4.2 and Section 10.2 and all distributions prescribed in Section 4.1. Assets distributed in kind shall be valued at the same fair value referred to in Section 10.2. If, after the distributions upon liquidation of the Company have been made, any Member has a negative Capital Account and one or more other Members have positive Capital Accounts, such Member shall contribute to the Company cash equal to the amount by which his Capital Account is negative, and such cash shall be distributed by the Company to the Members -8- with positive Capital Accounts. ARTICLE XI GENERAL PROVISIONS 11.1 Additional Members. No person shall be added as a Member of the Company without the written consent of all Members. 11.2 Notices. All notices contemplated by this Agreement shall be in writing addressed to the parties at the addresses set forth opposite their signatures to this Agreement or at such other addresses of which the Company shall have been notified in writing by the Member, and to the Company at its principal office,by certified mail,return receipt requested. 11.3 Elections and Other Tax Matters. The Company intends to make an election under Section 754 of Code in the time and manner specified in the Code and regulations. The Member listed first on the signature page hereto shall be the "tax matters partner" within the meaning of Section 6231 of the Code until a successor is chosen by the Members. 11.4 Governing Law. All questions regarding the construction of this Agreement and the rights and liabilities of the parties shall be determined in accordance with the laws of the Commonwealth of Virginia without regard to the conflict of laws provisions thereof. 11.5 Binding Effect. This Agreement shall be binding upon and, provided the conditions of Section 7.2 hereof have been satisfied, shall inure to the benefit of all of the Members and their respective successors in interest, personal representatives, estates distributees, legatees, and permitted assigns. 11.6 Interpretation. When the context in which words are used in this Agreement so indicates, words in the singular number shall include the plural, and vice versa, and words in the masculine gender shall include the feminine and neuter genders, and vice versa. The term "person" and pronouns shall include an individual, corporation, partnership, limited liability company or other entity. Reference to a statute shall also be deemed to refer to successor provisions thereof. 11.7 Validity. If a provision of this Agreement is declared invalid, such invalidity shall not invalidate the remainder of this Agreement. 11.8 Entire Agreement; Amendments. This Agreement contains the entire understanding among the Members and supersedes all prior written and oral agreements among them regarding the subject matter of this Agreement. No representation, agreement, arrangement of understanding, oral or written, exists among the Members relating to the subject matter of this Agreement that is not fully expressed herein. All amendments to this Agreement must be made in writing and approved by at least majority of the votes entitled to be cast by the Members. If the Agreement is amended in accordance with this Section, each of the Members shall sign all documents that may be necessary or desirable in the discretion of Secretary, including, without -9- limitation an amended Operating Agreement and amended Articles of Organization. 11.9 Agreement in Counterparts. This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement, binding on all the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart. 11.10 Captions. Any section or paragraph title or caption contained in this Agreement is for convenience of reference only, and shall not be deemed a part of or construed to affect the meaning of this Agreement. 11.11 Registered Office and Agent. The Company shall at all times have a registered office and a registered agent. The Registered Agent shall give notice,when necessary,to each Member. IN WITNESS WHEREOF, the Members have signed this Agreement as of the 22"d day of July, 2015. Initial Names& In Kind Percentage Signatures Contribution Interests $100.00 100% ue A.'. lbrecht -10- MINUTES OF FIRST MEETING OF THE SOLE MEMBER OF GREENBRIER EAST, LLC The first meeting of the sole Member of Commonwealth Business Center, LLC was held on the date,time and at the place set forth in the written Waiver of Notice signed by the sole Member, fixing such time and place, and prefixed to the minutes of this meeting. There was present Sue A. Albrecht, the sole Member of the Company. The meeting was called to order by Sue A. Albrecht and then it was moved, seconded and unanimously carried, that Sue A. Albrecht act as Temporary Chairman and as Temporary Secretary. There being only one Member, it was deemed unnecessary to elect a Manager or Officers of the Company. The Sole Member presented to the meeting: (1) Copy of the Articles of Organization. (2) Copy of the proposed Operating Agreement of the Company. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the Articles of Organization and the Operating Agreement be, and they hereby are, approved, ratified and adopted by the sole Member. The banking arrangements of the Company were then discussed. After discussion, on motion duly made, seconded and carried, the sole Member was authorized to enter into such banking arrangements as the sole Member deemed appropriate, and is authorized to enter into such banking arrangements as are deemed appropriate and to execute such resolutions as are required to accomplish this purpose. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that upon receipt of consideration the ownership in the company shall be as follows: - 1 - Name Interest in the Company. Sue A. Albrecht 100% and it was further RESOLVED, that the Sole Member of the Company be, and hereby is, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with carrying the foregoing resolutions into effect. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried,the same was adjourned. ole em•er Attest: -2- ' fiVIUMM0:.•