HomeMy WebLinkAboutSP202000011 Other 2020-08-17202000000859.001
VIRGINIA LAND RECORD COVER SHEET
Commonwealth of Virginia VA. CODE 11117. I.M..227.1,.249
FORM A — COVER SHEET CONTENT
Instrument Date:..1114/2020.............................................
Instrument Type:.1)F...........................................................
Number of Parcels:.............. Number of Pages: ...... 11 .....
[ ] City [X] County ............ ALBEMARLE
. _...........................
CWCUrr COURT
Tax Exempt? VIRGINIAIFEDERAL CODE SECTION
[ ] Grantor: ......................................................................................
[ ] Grantee: ......................................................................................
Business/Name
i.......... X Grantor: ,,,,,,,,,,,,,,,,,,
2......... X Grantor:.PANTRE&L9.................... _....................
i........., X Grantee: PANTOPSCORNERALC ...................
2......... X Grantee: ..........................................
RECORDEDIN
MARLE COUNTY, VA
JON R. ZUG
FILED Jan 21, 2020
AT I
11:23 am
B09K
05267
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0773
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0791
INS # 202000000ma—
TOTAI_ NUM PAGES
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(Area Above Reserved swerp Only)
Grantee Address
Name:.PANTOPS CORNERI_�C...................................................... _.......................................... _....... _......................................................................
Address: l.$.04..irAil.M.@QN..4RUR7,..NlIIT.E.!.Q1................................................................_...............................................................................
City: RICHMOND................................................ State: .....1l.A..... Zip Code: ........... ..... . �.,3.�N............
Consideration: .$ 4:49......................._ Existing Debt: .4A.Aq ............................ Actual Value/Assumed:..$.q:Rq ..........................
PRIOR INSTRUMENT UNDER § S8.14W(D):
Original Principal:.;q:40........................... Fair Market Vela Ineraw:. Q.00.............................
Original Book No.: ........................... . ........... Original Pegs No.:........................................ Original laoauamt No.:..........................
Prior Recording At: [ ] City [ ] County ........................ _ ..... _......................... Percentage In This Jurisdiction:.10.O%,,,,,,,,
Book Number: ........... _............... Page Number:......................... Instrument Number:.........................
Parcel Identification Number/Pax Map Number:.1119M0-14-005A0.............................................. ..................................................
_.... .. .
Short Property Description:
Current Property Address
City: CHARLOTTE N69............................ State; .....MA..... Zip Code: ................... .29.1.............
Instrument Prepared By: Jr PAGE WILLI/1M ............................ Recording Paid By:.F.b9AA PETTIT, PC
_.... ...........................
Recording Returned To: FLORA PETM PC ........... _.......................... _............ _......
Address: ?94_EAET_MAINATI1191.............................. _...................................................... _.............. _................... _................................... _.........
City: CHARLOTTESVILLE ........._. State:..... . .MAZip Code: ................. 2?10.2 ............
FORM CG1570(MAETER. PAGE ONE OF THREE )1119
O Copydgar 20t4 ORks ortM1a Faavlirc Samrary. Sopaan coon orVigeia. All ddho nomad.
Cover Sheet A
202000000659.002
VIRGINIA LAND RECORD COVER SKEET
Commonwealth of Virginia VA. CODE if 17.1.223, 427.1, 249
FORM C —ADDITIONAL PARCELS
Instrument Date: ........ _.7H4f2020.................
...............
Instrument Type: ....... I ... I ... RE .............. _..... _.................... —
Number of Parcels: ...... 1 ...... Number of Pages:...... 76.....,
City p(J County ...... . ... ........................._ _. ALBEMARLE.
CIRCUR COURT
Parcels Identificationfrax Map
Prior Recording At:
[ ] City [ ] County ................. —.......................
Percentage In This Jurisdiction:.,100°/r
Book Number ............................. Page Number:
Instrument Number:
Parcel Identification Number (PINYrax Map Number: D7B00-00-00.005BO
Short Property Description:
Current Property Address: _
(Alen Above Reserred For DrdStamp Only)
City: CHARLOTTESVILLE ............................ State:.._ VA _.. Zip Code: 22917............................
Prior Recording At:
[ ] City [ ] County .............................------- Percentage In This Jurisdiction: .100?/.................
Book Number: _.......................... Page Number:......................... Instrument Number: ..................... _................
Parcel Identification Number/Tax Map Number: ... 07800-00-00-05807,,,,,,,,,,,,,,,,,,,,,,,_,,,._,,.,,_......................................
Short Property Description:
CurrentProperty Address: .......................... . .. . ........................................................................ . ..... . ..... . ...................
city: .CHARLOTTESVILLE State: _,..!�!..... Zip Code: ...............?2911..............
.................. _.
FORM Ct}1571)(NASTER. PAGE _TWO OF THREE )IW19
OCopy BW mli Ommofdre aaeewive Smmmry, Supreme Coup arv'rrml6 All riOU romped.
Cover Sheet C
n
202000000659.003
VIRGINIA LAND RECORD COVER SHEET
Commonwealth of Virginia VA. CODE it 17.1.223,-227.1,-249
FORM C —ADDITIONAL PARCELS
Instrument Date: ............1M4I2020
..................................................
Instrument Type: ............... RE .................... % .........................
Number of Parcels: ...... A...... Number of Pages: ...... 18.....
City pQ County.................ALBEMARLE
...........................
CIRCUITCOURT
Parcels Identificationll'ax Map
Prior Recording At:
[ ) City [ ] County ................... .._.........
Percentage In This Jurisdiction:._�00%
Book Number: ............................ Page Number:
Instrument Number.
(Am Above Rmen d For Deed Smnp Only)
Parcel Identification Number (PlNylax Map Number: ,07800-00-00-006E0
ShortProperty Description: ...................................................... . ................................ . ........................ . ........................................................
Current Property'Address:.............................................................................._......_..._..._.__................................
City: CHARLOTTE9VILLE...._...................... State: .... Zip Code: .901 .............................
Prior Recording At:.
( j City [ ] County .................... _.....................
Book Number: ...... _.................... Page Number:
Parcel Identification Number/Tax Map Number:
Short Property Description:
Current Property Address: ................................. . ............
City: .............................................................................. State:
Percentage In This Jurisdiction:
Instrument Number:
Zip Code:
roefaccu%l(mAASTEa.PAoE THREE or THREE )10/19 CoverSheetC
COWrIgln 2014 Office of die Ee alve Sammy. Snome Can ofVhsW& All dells rtmtrnd
202000000659.004
Prepared by:
J. Page Williams, Esq. (VSB#15920)'
Flom Pettit PC
530 East Main Street I P.O. Box 2057
Charlottesville, VA 22902
Tax Map .:rcel(s):
RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS.
CONDITIONS AND RESTRICTIONS
07SOD-00-00-005AO
07800-00-00-0OSBO
07800-00-00-058G 1
07800-00-00-005EO
THIS RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS, CONDITIONS AND
RESTRICTIONS (this "Agreement') is made and entered into this 14a day of January, 2020, by and
between PANTOPS CORNER LC. a Virginia limited liability company ("Pantops Comer"), and
PANTOPS. LC a Virginia limited liability company ("Pantops, LC"), both of which shall be indexed as
grantors and grantees.
RECITALS
A. Pantops Comer is the owner of that certain real property situated in the County of
Albemarle (the "County"), Commonwealth of Virginia, currently shown as "Revised T.M. 78-513" ("Parcel
Al"), consisting of 0.72 acres, more or less, and more particularly described on the BLA Plat (defined
below).
B. Pantops, LC is the owner of that certain real prgperty situated in the County, currently
shown as "Revised T.M. 78-5E" ("Parcel ATI , consisting of 1.11 acres, more or less, and more particularly
described on the BLA Plat.
C. Pantops Corner is the owner of that certain real property situated in the County, currently
shown as "T.M. 78-5A" ("Parcel B"), consisting of 1.77 acres, more or less, and more particularly described
on the BLA Plat.
C. Pantops Comer is the owner of that certain real property situated in the County, currently
shown as "Revised T.M. 78-58G1" ("Parcel C"), consisting of 2.88 acres, more or less, and more
particularly described on the BLA Plat.
D. The parties hereto desire to impose certain easements upon the Parcels (defined below),
and to establish certain covenants, conditions and restrictions with respect to said Parcels, for the mutual
and reciprocal benefit and complement of the Parcels and the present and future owners and occupants
thereof, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the above promises and of the covenants herein
contained, the Owners (defined below) hereby covenant and agree that the Parcels and all present and future
owners and occupants of the Parcels or any portions thereof shall be and hereby are subject to the terms,
covenants, easements, restrictions and conditions hereinafter set forth in this Agreement, so that said Parcels
shall be maintained, kept, sold and used in full compliance with and subject to this Agreement and, in
connection therewith, the parties hereto on behalf of themselves and their respective successors and assigns
covenant and agree as follows:
AGREEMENTS
202000000659.DO5
Definitions. For purposes hereof:
(a) The term "BLA Plat" shall mean that certain plat prepared by Roger W. Ray & Assoc.,
Inc., dated May 22, 2019, last revised December 3, 2019, entitled "BOUNDARY LINE ADJUSTMENT
PLAT PARCEL M, CONTAINING 0.01 ACRE, A PORTION OF T.M. 78-5F BEING ADDED TO AND
COMBINED WITH T.M. 7B-5E PARCEL N, CONTAINING 0.02 ACRE, A PORTION OF T.M. 7B-5E
BEING ADDED TO AND COMBINED WITH T.M. 78-513 PARCEL 0, CONTAINING 0.06 ACRE, A
PORTION OF T.M. 78-5E BEING ADDED TO AND COMBINED WITH T.M. 78-58G1 PARCEL P,
CONTAINING 0.14 ACRE, A PORTION OF T.M. 78-5A BEING ADDED TO AND COMBINED WITH
T.M. 78-58G1 PARCEL Q, CONTAINING 0.08 ACRE, A PORTION OF T.M. 78-5A BEING ADDED
TO AND COMBINED WITH T.M. 78-5E AND PARCEL R, CONTAINING 0.13 ACRE, A PORTION
OF T.M. 78-5A BEING ADDED TO AND COMBINED WITH T.M. 78-5B ALSO NEW 7' WIDE
PRIVATE PARKING EASEMENT ON REVISED T.M. 78-5E LOCATED ON U.S. ROUTE 250
(RICHMOND ROAD) & STATE ROUTE 20 (STONY POINT ROAD) AT PANTOPS RIVANNA
MAGISTERIAL DISTRICT ALBEMARLE COUNTY, VIRGINIA", and recorded together with a
Certificate of Boundary Line Adjustment Plat on December 13, 2019, in the Clerk's Office of the
Circuit Court of Albemarle County, Virginia, at Deed Book 5255, page 138. A copy of the BLA
Plat is attached hereto as Exhibit A and by reference made a part hereof.
(b) The term "Owner" or "Owners" shall mean the owner or owners of fee simple title to all or
any portion of a Parcel and any and al I successors or assigns of such persons as the owner or owners of fee
simple title to all or any portion of the real property covered hereby, whether by sale, assignment,
inheritance, operation of law, trustee's sale, foreclosure, or otherwise, but not including the holder of any
lien or encumbrance on such real property.
(c) The term "Parcel" or "Parcels" shall mean each separately identified parcel of real property
now constituting a part of the real property subjected to this Agreement including Parcel A I. Parcel A2,
Parcel B and Parcel C as more particularly described on the BLA Plat and any future subdivisions thereof
(but expressly excluding any expansion thereof, except that the interior boundaries of Parcel A 1, Parcel A2,
Parcel B, and Parcel C may be adjusted upon the consent of their respective Owners involved in accordance
with a County approved boundary line adjustment plat and instrument recorded in the land title records of
the County).
(d) The term "Permittees" shall mean the tenant(s) or occupant(s) of a Parcel, and the
respective employees, agents, contractors, customers, invitees and licensees of the Owner of such Parcel,
and/or (ii) such tenant(s) or occupant(s).
(e) The term "Proportionate Share" shall mean, as to Parcel Al, ten percent (10%), as to Parcel
A2, ten percent (10%), as to Parcel B, forty percent (40%), and as to Parcel C, forty percent (40%)
respectively, of the actual, out-of-pocket costs incurred by or on behalf of the Parcel A I Owner (or a
Property Manager defined in Paragraph 3.3 on behalf of the Parcel AI Owner) in connection with the
maintenance, repair and replacement of the Access Easement Area Improvements as required in Paragraph
3.3 below, which costs shall first be reduced by any Other Maintenance Contributions.
(f) The term "Wawa" shall mean Wawa, Inc., a Now Jersey corporation (and any of its
affiliates, subsidiaries, successors or assigns). Upon the conveyance of all or any portion of Parcel B to
Rebkee Partners Pantops, LLC, a Virginia limited liability company ("Rebkee'l, Wawa shall be deemed a
third -party beneficiary to this Agreement for the duration of the Wawa Lease.
202000000659.006
(g) The term "Wawa Lease" shall mean the Deed of Land � se Agreement of all or any
portion of Parcel B from Rebkee as landlord (and holder of an equitable interest in and to all or a portion
of Parcel B) to Wawa as tenant, and any amendments, extensions or replacements thereof.
2. Easements.
2.1 Grant of Reciprocal Easements.
(a) Access Easement. The Owners hereby grant and establish a nonexclusive,
perpetual and reciprocal easement (the "Access Easement") iri, on, across and over that certain portion of
the Parcels shown as "NEW VARIABLE WIDTH PRIVATE STREET EASEMENT WITH PUBLIC
ACCESS (PANTOPS CORNER WAY)" on the BLA Plat (the "Access Easement Area") for the use and
benefit of the Parcels for pedestrian and vehicular access, ingress and egress to and from the Parcels and
State Route 20 (Stony Point Road) and U.S. Route 250 (Richmond Road). The Access Easement Area shall
provide a right of public passage in accordance with Albemarle County Proffer No. 2013-00002, associated
with the Parcels. The Access Easement Area shall be kept open at all times, except for temporary closing
for emergencies, maintenance, repair and replacement work or as may be necessary to avoid public
dedication thereof. No beneficiary of the Access Easement shall use any portion of the Access Easement
Area for parking or standing or otherwise interrupting the free flow of vehicles and pedestrians through the
Access Easement Area. Once constructed, no Owner shall make any changes to the location or
configuration of the Access Easement Area without the written consent of all Owners. No Owner shall
close any of the curb -cuts on the Access Easement Area providing access to the Parcels except in
accordance with approvals from all applicable governments] authorities.
(b) Utilityy and Temporary Construction Easement. The Owners hereby grant and
establish a nonexclusive, perpetual and reciprocal easement (the "Utility Easement'] upon, under, over, above
and across those certain portions of the Parcels shown as "NEW VARIABLE WIDTH PRIVATE ACCESS
EASEMENT" and "VARIABLE WIDTH ACSA UTILITY EASEMENT" and "30' PUBLIC DRAINAGE
EASEMENT' and "20' SHARED PRIVATE DRAINAGE EASEMENT" and "12' PUBLIC SWM ACCESS
EASEMENT' and "PUBLIC SWM EASEMENT' and "VARIABLE WIDTH SHARED PRIVATE
DRAINAGE EASEMENT' on the BLA Plat (collectively, the "Utility Easement Area") necessary for the
installation, maintenance, repair and replacement of water mains, storm drains, sewers, water sprinkler system
lines, sanitary sewer lines, telephone or electrical conduits or systems, cable, gas mains and other utility
facilities necessary for the orderly development and operation of each building from time to time located within
the Parcels; provided that the rights granted pursuant to such Utility Easement shall at all times be exercised
in such a manner as not to interfere materially with the normal operation of a Parcel and the businesses
conducted therein, and, except in an emergency, the right of any Owner to enter upon the Parcel of another
Owner for the exercise of any right pursuant to such easements shall be conditioned upon providing reasonable
prior advance written notice to the other Owner (and, as to any entry upon Parcel B during the continuance of
the Wawa Lease, Wawa) as to the time and manner of entry. All such systems, structures, mains, sewers,
conduits, lines and other public utilities shall be installed and maintained below the ground level or surface of
each applicable Parcel (except for such parts thereof that cannot and are not intended to be placed below the
surface, such as transformers and control panels, which shall be placed in such location as approved by the
Owner of the affected Parcel and Wawa (as to Parcel B)); provided, however, this sentence shall not apply to
overhead electrical lines, wires, poles and other related electrical components existing on Parcel A I as of the
date of this Agreement. Each Owner shall have a non-exclusive temporary construction easement and right-
of-way for the benefit of such Owner's Parcel to the extent needed to enjoy the Utility Easement and in
accordance with good construction practices, but only during a period of construction, on, over, across and
through a location or locations reasonably approved by the burdened Parcel Owner for the purposes of
facilitating construction and providing a temporary means of access for construction vehicles to and from the
burdened Parcel. Such construction activities shall be performed in such a manner as to cause as little
202000000659.007
disturbance in the use of the burdened Parcel as is practicable under the circ 'mstances. Following any entry
or construction activities by an Owner, such Owner shall restore the affected p'o ion of the burdened Parcel to
a condition equal to or better than the condition which existed prior to commencement of such work.
(c) Signage Easement. Subject to County sign ordinances and the rights of other owners
of the Parcels, the Owners hereby grant and establish a nonexclusive and perpetual'easement (the "Signage
Easement'l to access, install, maintain, repair and replace commercial signage and improvements related
thereto benefitting the Owner or Permittees of Parcel A1, Parcel A2 and Parcel B (including Wawa for the
duration of the Wawa Lease) in those certain portions of the Parcels. The design, manufacture, installation
and maintenance of such signage and the improvements related thereto shall be at the Owners of Parcel A 1's
and Parcel A2's sole cost and expense. The sign shall provide Owner of Parcel B (or Wawa, for the duration
of the Wawa Lease) with an area on the sign for its use equal to the one-third area for each of Parcel A 1 and
Parcel A2 (or any other tenant of Parcel A 1 and Parcel A2). Each of the Owners of Parcel A 1, Parcel A2 and
Parcel B (or Wawa, for the duration of the Wawa Lease) shall cause any signage or related improvements for
the business on such Owners' parcel to be maintained in good condition and repair and shall repair any damage
caused to the Signage Easement Area in connection with its exercise of the Signage Easement.
2.2 Indemnification. Each Owner having rights with respect to an easement granted hereunder
shall indemnify and hold the Owner whose Parcel is subject to the easement harmless from and against all
claims, liabilities and expenses (including reasonable attorneys' fees) relating to accidents, injuries, loss, or
damage of or to any person or property arising from the negligent, intentional or willful acts or omissions
of such Owner, its contractors, employees, agents, or others acting on behalf of such Owner.
2.3 Reasonable Use of Easements.
(a) The easements herein above granted shall be used and enjoyed by each Owner and
its Permittees in such a manner so as not to unreasonably interfere with, obstruct or delay the conduct and
operations of the business of any other Owner or its Permittees at any time conducted on its Parcel,
including, without limitation, public access to and from said business, and the receipt or delivery of
merchandise in connection therewith.
(b) Once commenced, any construction undertaken in reliance upon an easement
granted herein shall be diligently prosecuted to completion, so as to minimize any interference with the
business of any other Owner and its Permittees. Except in cases of emergency, the right of any Owner to
enter upon a Parcel of another Owner for the exercise of any right pursuant to the easements set forth, or to
prosecute work on such Owner's own Parcel if the same interferes with utility or drainage easements or
easements of ingress, egress or access to or in favor of another Owner's Parcel, shall be undertaken only in
such a manner so as to minimize any interference with the business of the other Owner and its Permittees.
In such can, no affirmative monetary obligation shall be imposed upon the other Owner (and/or, during
the continuance of the Wawa Lease, Wawa), and the Owner undertaking such work shall with due diligence
repair at its sole cost and expense any and all damage caused by such work and restore the affected portion
of the Parcel upon which such work is performed to a condition which is equal to or better than the condition
which existed prior to the commencement of such work. In addition, the Owner undertaking such work
shall pay all costs and expenses associated therewith and shall indemnify and hold harmless the other
Owner(s) and its Permittees from all damages, losses, liens or claims attributable to the performance of
such work. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the
Owner of any Parcel and its Permittees shall in no event undertake any work described in this Paragraph
(except normal minor repairs in the ordinary course which do not interfere with the business of the Owner
of another Parcel and its Permittees) which is not of an emergency nature during the months of November
or December unless the Owner of such impacted Parcel (and, if such Parcel is Parcel B, Wawa, during the
continuance of the Wawa Lease) shall consent thereto.
202000000659.008
3. Maintenance.
3.1 General. Until such time as improvements are constructed on a Parcel, the Owner thereof
shall maintain the same in a clean and neat condition and shall take such measures as are necessary to
control grass, weeds, blowing dust, dirt, litter or debris.
3.2 Buildingg_and Appurtenances Thereto. Each Owner covenants to keep and maintain, at its
sole cost and expense, the'building(s) located from time to time on its respective Parcel in good order,
condition and repair. Nothing contained in Paragraph 3.2 shall be deemed to allow an Owner to avoid a
more stringent obligation for repair, restoration and rebuilding contained in a lease or other written
agreement between an Owner and such Owner's Permittee.
3.3 Maintenance. Repair and Replacement of Access Easement Area.
(a) Following the initial construction of all improvements installed in the Access
Easement Area (including without limitation landscaped areas, driveways, roadways, walkways, light
standards, curbing, paving, entrances, exits and other similar exterior site improvements) (the "Access
Easement Area Improvements'7, the Access Easement Area Improvements shall be maintained in good
order, condition and repair and replaced, as applicable, by the Parcel A I Owner, its successors and assigns
(or the Property Manager under the direction of the Parcel A 1 Owner), with funds received from the Owners
as set forth in this Paragraph 3.3. Subject to the terms and conditions of this Paragraph 3.3, the Parcel A I
Owner shall have the right to establish an annual maintenance budget (the "Budget") for the Access
Easement Area Improvements for any year following the initial construction of all improvements installed
in the Access Easement Area and collect the Proportionate Share in advance (as detailed below) from the
other Owners (or Wawa, during the continuance of the Wawa Lease) for such Owner's Proportionate Share
of any such maintenance and replacement of the Access Easement Area Improvements and, if applicable,
the services of a property management company (the "Property Manager'l to oversee and contract for such
work (the "Maintenance PaymenPJ (and expressly excluding any maintenance or replacement resulting
from an Owner's utilization of the Utility Easement within the Access Easement Area or fees to the Property
Manager in excess of market rates for similar services). To establish the Budget, the Parcel A I Owner (or
the Property Manager in consultation with and at the direction of the Parcel AI Owner) shall determine a
reasonable estimate for the Maintenance Payment for the upcoming year (each such estimate, an "Estimated
Maintenance Payment") and give all Owners written notice of such Estimated Maintenance Payment
together with the Budget (the "Annual Maintenance Notice'). The Owners of Parcel A2, Parcel B and
Parcel C agree to pay such Owner's Proportionate Share of the Estimated Maintenance Payment within
sixty (60) days after receipt of the Annual Maintenance Notice. The Parcel Al Owner shall have the right,
in its reasonable discretion, to adjust the Estimated Maintenance Payment once per calendar year by written
notice to the other Owners. Within sixty (60) days after the end of each calendar year, the Parcel Al Owner
(or the Property Manager under the direction of the Parcel A I Owner) shall (1) reconcile the Budget, the
Estimated Maintenance Payment, the Maintenance Payment and the Other Maintenance Contributions for
such calendar year (each, an "Annual Reconciliation"); and (2) submit to the other Owners a statement
setting forth such amounts (each, an "Annual Reconciliation Statement") accompanied by paid invoices
and, if required, lien waivers reasonably documenting such amounts., In the event that the Annual
Reconciliation reveals a balance due from the other Owners for the Maintenance Payment, the other Owners
shall reimburse the Parcel A 1 Owner, or the Property Manager, as the case may be, within thirty (30) days
of such other Owner's receipt of fhe Annual Reconciliation Statement. If the Annual Reconciliation reveals
an overpayment by the other Owners, the Parcel A 1 Owner, or the Property Manager, as the case may be,
shall have the right, in its sole discretion, to issue appropriate refunds to the other Owners or apply such
overpayment as a credit to the Estimated Maintenance Payment for the new calendar year. For as long as
I
202000000659.009
the Wawa Lease shall be in effect, Wawa shall have the right, but not the ol ligation, at its sole cost and
expense, to remove snow and ice from and make repairs to the Access Easem nt Area.
(b) In conjunction with the activities arising out of Paragraph 3.3 (a) taken or permitted
to be taken by the Parcel Al Owner on behalf of other Owners, the other Owners shall indemnify and hold
the Parcel AI Owner harmless from and against all claims, liabilities and expenses (including reasonable
attorneys' fees) relating to accidents, injuries, loss, or damage of or to any person or property arising from
the acts or omissions of the Parcel A 1 Owner, its contractors, employees, agents, or others acting on behalf
of such Owner, which acts or omissions were undertaken in good faith and which do not constitute gross
negligence.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Owners
acknowledge and agree that, pursuant to that certain Retaining Wall Construction/Maintenance Easement
and Access Easement Agreement between Pantops Corner, B & B Partnership ("B&B'), and Malloy
Charlottesville, LLC, dated November 3, 2014 and recorded in the Clerk's Office of the Circuit Court of
the County of Albemarle, Virginia, in Deed Book 4553, page 473 (the "B & B Agreement"), upon final
Albemarle County site plan approval for the Pantops Property (as defined in the B & B Agreement), Pantops
Comer (defined as "Pantops" in the B & B Agreement) shall grant a non-exclusive, permanent access
easement in favor of the B & B Property (as defined in the B & B Agreement) subject to certain conditions,
one of which is the fair and equitable division between Pantops and B & B, its successors or assigns (as
defined in the B & B Agreement) of the cost of future maintenance of the access easement area to be utilized
by B & B, its successors or assigns. Any such division of maintenance costs shall result in the contribution
by the owner(s) of the B & B Property to Pantops of a portion of the maintenance costs for the Access
Easement Area Improvements ("Other Maintenance Contributions"). As a result, in connection with any
such easement grant arising out of the B & B Agreement or arising from the interconnectivity specified in
Albemarle County Proffer No. 2013.00002, associated with the Parcels, Parcel A I Owner agrees to reduce
the amount the Owners (or Wawa, during the continuance of the Wawa Lease) would otherwise be required
to pay to the Parcel Al Owner as a Maintenance Payment by the amount of such Other Maintenance
Contributions.
3.4 Utilities. Each Owner shall at all times during the tern hereof construct, operate and
maintain or cause to be constructed, operated and maintsined, in good order, condition and repair, at its sole
expense, any utility or other installations serving such Owner's Parcel but located on another Owner's
Parcel pursuant to an easement described herein.
4. Construction of Improvements. The Access Easement Area Improvements shall be constructed;
operated and maintained so that the same are in compliance with all current applicable governmental
requirements, including, without limitation, the current requirements of the ADA effective as of the date of
this Agreement.
5. Restrictions.
5.1 . General. Each Parcel shall be used for lawful purposes in conformance with all restrictions
imposed by all applicable governmental laws, ordinances, codes, and regulations, and no use or operation
shall, be made, conducted or permitted on or with respect to all or any portion of a Parcel which is illegal.
5.2 Parcel -Specific Restrictions. Throughout the term of this Agreement, it is expressly agreed
that neither all nor any portion of Parcel A 1, Parcel A2, or Parcel C shall be used, directly or indirectly, for
any one or more of the following purposes: For a convenience food store, coffee store, sandwich store,
doughnut store, drive thru quick service restaurant, fuel dispensing facility or any combination of such uses.
The term "convenience food store" means any store generally recognized by the retail food industry as
202000000659.010
being a convenience food store, including but not limited to, the type of sto• operated by Wawa, Sheatz,
7-Eleven, Turkey Hill, Hess, QuikCheck, Royal Farms, Circle K, Exxon-Mgbil (On the Run), Race Trac
or Hess Express. The term "coffee store" means a store primarily engaged in the sale of coffee and related
coffee drinks, including without limitation, Starbucks, Seattle's Best, Einstein's, Caribou CafB or Bucks
County Coffee, but shall exclude any store selling coffee and related coffee drinks internal to and included
within a hotel. The term "doughnut store" means a store primarily engaged in the sale of doughnuts or
pastries, including without limitation, Dunkin' Donuts or Krispy Kreme, but shall exclude any store selling
doughnuts or pastries internal to and included within a hotel. The term "sandwich store" means a store that
is primarily engaged in the sale of hot or cold sandwiches for on -site or off -site consumption, including,
without limitation, Blimpie's, Quizno's, or Firehouse Subs, but excluding Panora (but only on condition
that such Panera does not contain a drive thru) or any store whose sale of hoagie-style sandwiches is less
than twenty percent (20%) of total sales. The term "drive thru quick service restaurant" means any
establishment generally recognized by the retail food industry as being a quick service restaurant and
typically containing a drive thru, including, but not limited to, McDonald's, Burger King, Sonic, KFC, Taco
Bell, .Chick-fil-A, or Wendy's. The term "drug store" means any store generally recognized by the retail
industry as being a drug store, including but not limited to, the type of store operated by Rite Aid or
Walgreens but expressly excluding CVS. The term "fuel dispensing facility" means a fuel service station,
including a self-service station. Throughout the term of this Agreement, it is expressly agreed that neither
all nor any portion of Parcel Al, Parcel A2, or Parcel B shall be used, directly or indirectly, for any one or,
more of the following purposes: Fore hotel, motel, inn. guest house, any facility for overnight or temporary
residence or any amenities generally associated with hotels, including a restaurant internal to and included
within a hotel. Throughout the term of this Agreement, it is expressly agreed that neither all nor any portion
of Parcel B or Parcel C shall be used, directly or indirectly, for any one or more of the following purposes:
For a self -storage facility for non -conditioned and/or climate controlled long and/or short term storage of
personal property and amenities generally associated with such a facility, including sale and lease of moving
supplies and equipment. Each and every restriction set forth in this Paragraph 5.2 shall expire and become
void twenty (20) years from the date of this Agreement.
6. Insurance, Throughout the term of this Agreement, each Owner shall procure and maintain general
and/or comprehensive public liability and property damage insurance against claims for personal injury
(including contractual liability arising under the indemnity contained in Paragraph 2.2 above), death, or
property damage occurring upon such Owner's Parcel, with single limit coverage of not less than an
aggregate of Two Million Dollars (S2,000,000.00) including umbrella coverage, if any, and naming each
other Owner (provided the Owner obtaining such insurance has been supplied with .the name of such other
Owner in the event of a change thereof) and Wawa (during the continuance of the Wswa Lease) as
additional insureds. To the extent that the Owner of Parcel A I carries general and/or comprehensive public
liability and property damage insurance against claims for personal injury (including contractual liability
arising under the indemnity contained in Paragraph 2.2 above), death, or property damage occurring upon
such Access Easement Area, the premium for such insurance shall be added as a maintenance cost to be
shared by all Owners pursuant to Paragraph 3.3 above.
7. Taxes and Assessments. Each Owner shall promptly pay all taxes, assessments, or charges of any
type levied or made by any governmental body or agency with respect to its Parcel.
8. No Rights in Public: No Implied Easements. Except for the right of public passage mentioned in
Paragraph 2.1, nothing contained herein shall be construed as creating any rights in the general public or as
dedicating for public use any portion of the Parcels. No easements, except those expressly set forth in
Paragraph 2, shall be implied by this Agreement; in that regard, and without limiting the foregoing, no
easements for parking are granted or implied.
202000000659.011
9. Remedies arid -Enforcement.
9.1 All Legal and Eeuitable Remedies Available. In the event of d breach or threatened breach
by any Owner or its Permittees of any of the terms, covenants, restrictions or conditions hereof, the other
Owner(s) (and Wawa during the continuance of the Wawa Lease), following fifteen (15) days' prior written
notice specifying the breach and an opportunity to cure such alleged breach (unless, with respect to any
such breach the nature of which cannot reasonably be cured within such 15-day period, the defaulting
Owner commences such cure within such 15-day period and thereafter diligently prosecutes such cure to
completion), shall be entitled to full and adequate relief by injunction and/or all such other available legal
and equitable remedies from the consequences of such breach, including payment of any amounts due
and/or specific performance. Wawa, during the continuance of the Wawa Lease, shall have the right, but
not the obligation, to enforce this Agreement on behalf of the Owner of Parcel B, and/or to cure a breach
or default hereunder by the Owner of Parcel B, which enforcement or cure shall be accepted by the other
Owner(s) as if effected by the Owner of Parcel B.
9.2 Self -Hell . In addition to all other remedies available at law or in equity, upon the failure
of a defaulting Owner to cure a breach of this Agreement within thirty (30) days following written notice
thereof by an Owner or Wawa, during the continuance of the Wawa Lease (unless, with respect to any such
breach the nature of which cannot reasonably be cured within such 30-day period, the defaulting Owner
commences such cure within such 30-day period and thereafter diligently prosecutes such cure to
completion), Wawa (during the continuance of the Wawa Lease) or any Owner shall have the right to
perform such obligation contained in this Agreement on behalf of such defaulting Owner and be reimbursed
by such defaulting Owner upon demand for the reasonable costs thereof together with interest at the prime
rate charged from time to time by Bank of America (its successors or assigns), plus five percent (5%) (not
to exceed the maximum rate of interest allowed by law). Notwithstanding the foregoing, in the event of (i)
an emergency, (ii) blockage or material impairment of the easement rights, and/or (III) the unauthorized
parking of vehicles, the affected Owner or Wawa (during the continuance of the Wawa Lease) may
immediately cure the same and be reimbursed by the other Owner upon demand for the reasonable cost
thereof together with interest at the prime rate, plus five percent (5%), as above described.
9.3 Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all costs
and expenses including reasonable attorneys' fees awarded to any Owner (or to Wawa in connection with
the exercise of its rights set forth in Paragraphs 9.1 and/or 9.2 above) in enforcing any payment in any suit
or proceeding under this Agreement shall be assessed against the defaulting Owner in favor of the prevailing
party and shall constitute a lien (the "Assessment Lien") against the Parcel of the defaulting Owner until
paid, effective upon the recording of a. notice of lien with respect thereto in the Clerk's Office of the Circuit
Court of Albemarle County, Virginia; provided, however, that any such Assessment Lien shall be subject
and subordinate to (i) liens for taxes end other public charges which by applicable law are expressly made
superior, (ii) all liens recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia
prior to the date of recordation of said notice of lien, and (iii) all leases entered into, whether or not recorded,
prior to the date of recordation of said notice of lien. All liens recorded subsequent to the recordation of
the notice of lien described herein shall be junior and subordinate to the Assessment Lien. Upon the timely
curing by the defaulting Owner of any default for which a notice of lien was recorded, the party recording
same shall record an appropriate release of such notice of lien and Assessment Lien.
9A Remedies Cumulative. The remedies specified herein shall be cumulative and in addition
to all other remedies permitted at law or in equity.
9.5 No Termination For Breach. Notwithstanding the foregoing to the contrary, no breach
hereunder shall entitle any Owner to cancel, rescind, or otherwise terminate this Agreement. No breach
hereunder shall defeat or render invalid the lien of any mortgage or deed of trust upon any Parcel made in
202000000659.012
good faith for value, but the easements, covenants, conditions and restrictions' hereof shall be binding upon
and effective against any Owner of such Parcel covered hereby whose ititle thereto is acquired by
foreclosure, trustee's sale, or otherwise.
9.6 Ir=arable Harm. In the event of a violation or threat thereof of any of the provisions of
Paragraphs 2 and/or 5 of this Agreement, each Owner agrees that such violation or threat thereof shall cause
the non -defaulting Owner and/or its Permittees to suffer irreparable harm and such non -defaulting Owner
and its Permitteas shall have no adequate remedy at law. As a result, in the event of a violation or threat
thereof of any of the provisions of Paragraphs 2 and/or 5 of this Agreement, the non -defaulting Owner and
Wawa, in addition to all remedies available at law or otherwise under this Agreement, shall be entitled to
injunctive or other equitable relief to enjoin a violation or threat thereof of Paragraphs 2 and/or 5 of this
Agreement.
10. Term. Except for the Parcel -Specific Restrictions contained in Paragraph 5.2 hereof which expire
twenty (20) years after the date of this Agreement, the easements, covenants, conditions and restrictions
contained in this Agreement shall be effective commencing on the date of this Agreement and shall remain
in full force and effect thereafter in perpetuity, unless this Agreement is modified, amended, canceled or
terminated in accordance with Paragraph 11.2 hereof.
11. Miscellaneous.
11.1 Attomeys' Fees. In the event an Owner or Wawa institutes any. lop[ action or proceeding
for the enforcement of any right or obligation herein contained, the substantially prevailing party after a
final adjudication shall be entitled to recover its costs and reasonable attorneys' fees incurred in the
preparation and prosecution of such action or proceeding.
11.2 Amendment.
(a) The parties agree that the provisions of this Agreement may be modified or
amended, in whole or in part, or terminated, only by the written consent of all record Owners of the Parcels,
evidenced by a document that has been fully executed and acknowledged by all such record Owners and
recorded in the official records of the Clerk's Office of the Circuit Court of Albemarle County, Virginia.
(b) Notwithstanding Paragraph 11.2(a) above to the contrary, no termination of this
Agreement, and no modification or amendment of this Agreement shall be made nor shall the same be
effective unless the same has been expressly consented to in writing by Wawa (during the continuance of
the Wawa Lease).
11.3 Consents. Wherever in this. Agreement the consent or approval of an Owner or Wawa is
required, unless otherwise expressly provided herein, such consent or approval shall not be unreasonably
withheld or delayed. Any request for consent or approval shall: (a) be in writing; (b) specify the Paragraph
hereof which requires that such notice be given or that such consent or approval be obtained; and (c) be
accompanied by such background data as is reasonably necessary to make an informed decision thereon.
The consent or approval of an Owner or Wawa under this Agreement, to be effective, must be given, denied
or conditioned expressly and in writing; provided, however, that if the recipient of a request for consent or
approval fails to respond to such request within thirty (30) days of receipt thereof, such failure to respond
shall be deemed consent and approval by the recipient if such Owner or Wawa fails to respond to a second
notice including the following language "SECOND AND FINAL NOTICE FOR CONSENT REQUEST —
APPROVAL DEEMED GIVEN IF NO RESPONSE" within ten (10) days of receipt thereof.
202000000659.013
11.4 No Waiver. No waiver of any default of any obligation by and? party hereto shall be implied
from any omission by the other party to take any action with respect to such aefsult.
11.5 No AMn9y. Nothing in this Agreement shall be deemed or construed by either party or by
any third person to create the relationship of principal and agent or of limited or general partners or of joint
venturers or of any other association between the parties.
11.6 Covenants to Run with_ i _ p {. It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run'with the land and create equitable
servitudes in favor of the real property benefited thereby, shall bind every person having any fee, leasehold
or other interest therein and shall inure to the benefit of the respective parties and their successors, assigns,
heirs, and.personal representatives.
11.7 Grantee's Acceptance. The grantee of any Parcel or any portion thereof, by acceptance of
a deed conveying title thereto or the execution of a contract for the purchase thereof, whether from an
original parry or from a subsequent owner of such Parcel, shall be deemed to accept such deed or contract
upon and subject to each and all of the easements, covenants, conditions, restrictions and obligations
contained herein. By such acceptance, any such grantee shall for himself and his successors, assigns, heirs,
and personal representatives, covenant, consent, and agree to and with the other parry, to keep, observe,
comply with, and perform the obligations and agreements set forth herein with respect to the property so
acquired by such grantee.
11.8 Scoarabili1y. Each provision of this Agreement and the application thereof to the Parcels
are hereby declared to be independent of and severable from the remainder of this Agreement. If any
provision contained herein shall be held to be invalid or to be unenforceable or not to run with the land;
such holding shall not affect the validity or enforceability of the remainder of this Agreement. In the event
the validity or enforceability of any provision of this Agreement is held to be dependent upon the existence
of a specific legal description, the parties agree to promptly cause such legal description to be prepared.
Ownership of both Parcels by the same person or entity shall not terminate this Agreement nor in any
manner affect or impair the validity or enforceability of this Agreement.
11.9 Time of Essence. Time is of the essence of this Agreement.
11.10 Entire Agreement. This Agreement contains the complete understanding and agreement
of the parties hereto with respect to all matters referred to herein, and all prior representations, negotiations,
and understandings are superseded hereby.
1 I.11 Notices. Notices or other communication hereunder shall be in writing and shall be sent
certified- or registered mail, return receipt requested, or by other national overnight courier company, or
personal delivery. Notice shall -be deemed given upon receipt or refusal to accept delivery. Each party and
Wawa may change from time to time their respective address for notice hereunder by like notice to the
other party and Wawa. To the extent that any such notice affects Parcel B, notice given by any Owner
hereunder to be effective shall also simultaneously be delivered to Wawa (during the continuance of the
Wawa Lease). The notice addresses of the Owners and Wawa as of the date of this Agreement are as
follows:
Wawa: Wawa, Inc.
Attention: Legal Department
260 W. Baltimore Pike
Wawa, PA 19063
10
202000000659.014
With a required copy to:
Wawa, Inc.
Attention: Vice President- Chief Real Estate Officer
260 W. Baltimore Pike
Wawa, PA 19063
Pantops Corner: Pantops Comer, LC
Attention: Henry F. Liscio, Jr.
Henry Liscio Company
12704 Crimson Court, Suite 101
Richmond, VA 23233
Pantops. LC: Pantops, LC
Attention: Henry F. Liscio, Jr
Henry Liscio Company
12704 Crimson Court, Suite 101
Richmond, VA 23233
11.12 Governing Law. THIS AGREEMENT, AND ALL THE RIGHTS OF THE PARTIES
SHALL BE GOVERNED AS TO THE VALIDITY, INTERPRETATION, CONSTRUCTION,
ENFORCEMENT AND IN ALL OTHER RESPECTS BY THE LAW OF THE STATE IN WHICH
THE PARCELS ARE LOCATED, WITHOUT REGARD TO ITS RULES AND PRINCD'LES
REGARDING CONFLICTS OF LAWS OR ANY RULE OR CANON OF CONSTRUCTION
WHICH INTERPRETS AGREEMENTS AGAINST THE DRAFTSMAN.
11.13 Estoppel Certificates. Each Owner and Wawa, within thirty (30) days of its receipt of a
written request from any other Owner or Wawa, shall from time to time provide the requesting Owner or
Wawa, a certificate binding upon such Owner stating: (a) to the best of such Owner's knowledge, whether
any party to this Agreement is in default or violation of this Agreement and if so identifying such default
or violation; and (b) that this Agreement is in full force and effect and identifying any amendments to the
Agreement as of the date of such certificate.
11.14 Bankruotcv. In the event of any bankruptcy affecting any Owner or occupant of any Parcel,
the parties agree that this Agreement shall, to the maximum extent permitted by law, be considered an
agreement that runs with the land and that is not rejectable, in whole or in part, by the bankrupt person or
entity.
[Signatures appear on following pages.]
202000000659.015
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
PANTOPS CORNER
PANTOPS CORNER, LC, a Virginia limited
liability company I A
By:/71 �G
Name: Michael B. McGowan
IN: Manager
COMMONWEALTH OF VIRGINIA
C1TY/COUNTY OF —I Amiku.,A,
I gQrre a notary public in and for mid county in mid state, hereby
ccr* that Michael B. Mc wanit as Manager of Pantops Corner, LC, a Virginia limited liability company,
signed the foregoing instrument on behalf of mid limited liability company.
Given under my hand and official seal this I "f day of 20f4'at7
all
Lary Public
[Attach legible Notary Seal]
••'•NOTARY'• F
t REGBIIC '•
S0346,
tyiMYCOMMISSIEXPIRES
O�
12
202000000659.016
PANTOPS, LC:
PANTOPS, LC, a Virginia limited liability
company
By:
N e: Michael B. McGowan
Its: Manager
COMMONWEALTH OF VIRGINIA
CITY/CO OF LhfA0",.,A
J
I, a notary public in and for said county in said state, hereby
certify that Michael B. McOowan, Manager of Pantops, LC, a Virginia limited liability company, signed
the foregoing instrument on behalf of said limited liability may.
Given under my hand and official seal this day of 3 2019' 30
i
%r. Public
My commission expires:
Registration number
13
[Attach legible Notary Seal]
202000000659.017
Exhibit A
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14
202000000659.018
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202000000659.020
INSTRUMENT 0202000000W
RECORDED ALBEMARLE CO CIRCUIT COURT CLERKS OFF CE
Jan 21, 202.0 AT 11:23 am
JON R. ZUG, CLERK by EMJ
BOOK 05W7 PAGE 077 - WM
Iq -A