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HomeMy WebLinkAboutSDP201700034 Other 2018-05-04201800004846.001 T C A O X R P E X M P T n Instrument Control Number Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A [ILS VLR Cover Sheet Agent 1.0.66] Date of Instrument: [3/23/2018 ] Instrument Type: [AG ] , Number of Parcels [ 11 Number of Pages [ 241 City ❑ County W [Albemarle County RECORDED IN ALBEMARLE COUNTY, VA JON R. ZUG CLERK OF CIRCUIT COUR' FILED May 04, 2018 AT 03:50 pm BOOK 05043 START PAGE 0452 END PAGE 0477 INST # 201800004846 TOTAL NUM PAGES 0026 E MJ ------------------------------------------- I (Box for Deed Stamp Only) [BEAVER CREEK HILL ] [ ] [ ] [ ] [SHEEFLEE LLC ] [ ] [ ] [ ] Second ?rantes Last Name First Name Middle Name or Initial Suffix [BEAVER CREEK HILL ] [ ) [ ] [ ] [SHEEFLEE LLC ] [ ] [ ] [ ] Grantee Address (Name) [SHEEFLEE LLC ] (Address 1) [1730 SAGE LN ] (Address 2) [ ] (City, State, Zip) [BLACKSBURG ] [VA ] [24060 ] Consideration [0.00 ] Existing Debt [0.00 ] Assumption Balance [0.00 ] Prior Instr. Recorded at: City ❑ County © [Albemarle County ] Percent. in this Juris. [ 1001 Book [4741 ] Page [424 ] Instr. No [ ] Parcel Identification No (PIN) [05600-00-00-06700, 05600-00-00-067AO & 05600-00-00-067BO ] Tax Map Num. (if different than PIN) [same ] Short Property Description [Amended & Restated Road Maintenance Agreement ] f ] Current Property Address (Address 1) [ ] (Address 2) [ ] (City, State, Zip) [ ] [ ] [ ] Instrument Prepared by Recording Paid for by Return Recording to (Name) (Address 1) (Address 2) (City, State, Zip) Customer Case ID Cover Sheet Page # 1 of 2 [Richard G Rasmussen III [McCallum & Kudravetz PC [McCallum & Kudravetz PC [250 East High Street I [Charlottesville ] [VA ] [22902 ] [14620.20148 ] [ ] [ ] I milIl�41kN3M &'K.tlJt Bs4th�Nf iEtkf�tW>�r11111 201800004846.002 Instrument Control Number Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form B [ILS VLR Cover Sheet Agent 1.0.66] T G G C Date of Instrument: [3/23/2018 ] A R R O Instrument Type: [AG ] X A A R N N P E T T Number of Parcels [ 1 ] X O E Number of Pages [ 24) ---------------------------------------------- ER M E City ❑ County Fx] [Albemarle County ] (Box for Deed Stamp Only) P Grantors/Grantees/Parcel Continuation Form B T Last Name First Name Middle Name or Initial FSuffix Lu LXJ u u [SCHULMAN ] [MARTIN ] [ ] [ ] ❑ ❑ ®❑ [SCHULMAN ] [MARTIN ] [ ] [ ] ❑ ❑ ❑ ❑El El n n [ ][ ][ ][ 1 El El Q Q ❑❑❑❑ [ ][ ][ ][ 1 ❑❑❑❑ [ 1[ ][ ][ ] ❑ ❑ ❑ ❑ [ 1[ ][ ][ ] ❑❑❑❑ [ ][ ][ ][ 1 ❑ ❑ ❑ ❑ [ ][ ][ ][ 1 El El El El Prior Instr. Recorded at: City ❑ County ❑ [ ] Percent. in this Juris. Book [ ] Page Parcel Identification No (PIN) [ Tax Map Num. (if different than PIN) [ Short Property Description [ Current Property Address (Address 1) (Address 2) (City, State, zip) Cover Sheet Page # 2 of 2 Instr. No [ j i{y f 201800004846.003 Document prepared by and return to: Richard G. Rasmussen, 11I, VSB # 40694 McCallum & Kudravetz, P.C. 250 East High Street Charlottesville, VA 22902 (434)293-8191 TMPs:05600-00-00-06700 05600-00-00-067AO 05600-00-00-067BO AMENDED AND RESTATED ROAD MAINTENANCE AGREEMENT THIS AMENDED AND RESTATED ROAD MAINTENANCE AGREEMENT ("Agreement") dated this23 day of/-$�, 284-62018, by and among BEAVER CREEK HILL CORPORATION, a Virginia corporation ("BCHC"), SHEEFLEE LLC, a Virginia limited liability company ("Sheeflee"), and MARTIN SCHULMAN ("Schulman"). This Agreement hereby amends and replaces in its entirety that certain Road Maintenance Agreement dated March 22, 2016, as recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, Deed Book 4741, pages 424-447-, as amended and restated by that certain Amended And Restated Road Maintenance Agreement dated :Wf v 17 2016 as recorded in said Clerk's Office. Deed Book 4764, pages 381-408, as.re-recorded to correct error on page 21, as recorded in said Clerk's Office, Deed Book 5001. pages 77-106. W ITNES SETH: WHEREAS, BCHC is the owner of a certain parcel of land situated in the Whitehall Magisterial District of Albemarle County, Virginia, shown as Parcel 67 on Albemarle County Tax Map 56 ("Parcel 67" or "BCHC's Parcel"), WHEREAS, Sheeflee is the owner of a certain parcel of land situated in the Whitehall Magisterial District of Albemarle County, Virginia, shown as Parcel 67A on Albemarle County Tax Map 56 ("Parcel 67A" or "Sheeflee's Parcel"); 201800004846.004 WHEREAS, Schulman is the owner of a certain parcel of land situated in the Whitehall Magisterial District of Albemarle County, Virginia, shown as Parcel 67B on Albemarle County Tax Map 56 ("Parcel 67B" or "Schulman's Parcel"); WHEREAS, BCHC's Parcel, Sheeflee's Parcel, Schulman's Parcel, and other properties are subject to those certain covenants of equal proportionate road maintenance obligations along Parkview Drive, as contained in deeds dated (i) May 1, 1979, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 677, page 493, (ii) May 1, 1979, recorded in the aforesaid Clerk's Office in Deed Book 677, page 501, (iii) February 1, 1980, recorded in the aforesaid Clerk's Office in :Deed Book 690, page 596, and (iv) March 14, 1980, recorded in the aforesaid Clerk's Office in Deed Book 690, page 599 (together, the "Proportionate Maintenance Agreements"); WHEREAS, the Proportionate Maintenance Agreements were partially modified by that certain Amendment to Road Maintenance, dated December 12, 1988, and recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, Deed Book 1028, page 339 (the "Modifying Maintenance Agreement"); WHEREAS, the Modifying Maintenance Agreement only applies to the southernmost portion of Parkview Drive, commencing at State Route 240 and running back approximately 304.42 feet in length along the western boundary of Parcel 67B; WHEREAS, the parties desire to suspend the Modifying Maintenance Agreement, and WHEREAS, the parties hereto have agreed upon certain changes in the allocation of road maintenance and repair expenses for the Southern Segment (defined below) as set forth herein for the future development and use of said area. PA 201800004846.005 NOW THEREFORE, for and in consideration of the terms and provisions of this Agreement, the parties hereby declare that Parcels 67, 67A, and 67B, and any parcel(s) of record which may be created therefrom in the future, (sometimes hereinafter collectively "Parcels" in the plural and "Parcel" in the singular), shall be held transferred, sold, conveyed and occupied subject to the covenants, easements, and charges hereinafter set forth. The provisions set forth herein shall run with the land in perpetuity and shall be binding upon any and all parties who have, or shall acquire, any right, title or interest in all or any part of Parcels 67, 67A, and/or 67B, and shall inure to the benefit of each owner thereof. ARTICLE I — DEFINITIONS The following words, when used in this Agreement, shall have the following meanings: Section 1.01. "Improvement Area" shall mean and refer to the combined area of the "Southern Segment" and an additional 196 feet which is the full length of the improvements shown on the Emerson Commons Site Plan and as shown on Exhibit A (the "Site Plan"), attached hereto. a. The Southern Segment shall mean and refer to the southernmost portion of Parkview Drive, commencing at State Route 240 and running north by north west approximately 500 feet in total length along the western boundaries of Parcels 67A and 67B, labeled as the "Southern Segment" on Exhibit A attached hereto, and shown on the Site Plan; and b. The additional 196 feet refers to the portion of Parkview Drive commencing at the north edge of the Southern Segment, and running north by north west approximately 196 feet in length along the western eastern boundary of Parcel 67, as labeled on the Site Plan. Sheeflee intends to improve the additional 196 feet, but make such area's F 201800004846.006 maintenance and repair obligations remains subject to the Proportionate Maintenance Agreements. See Section 3.02 below. Section 1.02. "Pedestrian Trail' shall mean and refer to pedestrian walking trails located within the Southern Segment as shown on the Site Plan, running roughly parallel to Parkview Drive, which is the pedestrian trail required as part of the Site Plan, as required by Albemarle County. At all times, the Pedestrian Trail shall be located exclusively east of Parkview Drive. Section 1.03 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, including the parties, of fee simple title to Parcels 67, 67A, and/or 67B, and/or any parcel(s) of record which may be created therefrom in the future, including contract sellers, but excluding those having such interests merely as security for the performance of an obligation. In the case where any Parcel is held by one or more persons for life with the remainder to another or others, the term "Owner" shall mean and refer only to such life tenant or tenants until such time as the remainderman or remaindermen come into use, possession or enjoyment of such Parcel. In the case where any Parcel is held by members of a Homeowners Association or Condominium Association, the term "Owner" shall refer to the Association and not to the individual members of such Association. Section 1.04 "Contribution Obligation" shall have the meaning set forth in:Article IV of this Agreement. ARTICLE H — BIPROVEMENT SEGMENT ACCESS EASEMENT Section 2.01. Establishment of Improvement Segment Access Easement: BCHC and Schulman hereby grant Sheeflee an access easement for ingress and egress within the Improvement Area, for the purpose of upgrading, widening, and repaving and constructing the Pedestrian Trail in the Improvement Area, as required under the Site Plan. Notwithstanding the n 201800004846.007 above, Sheeflee has no affirmative duty to perform any improvements within the :Improvement Area. Section 2.02. Improvement Segment Construction. Sheeflee shall have sole discretion to make all improvement and upgrade decisions within the Improvement Area, so long as such decisions are reasonable. Sheeflee shall be solely responsible for all costs associated with Sheeflee's upgrades to the Improvement Area. For purposes of this Agreement, upgrading shall include, but not be limited to, (a) replacing the road surface of Parkview Drive, (b) increasing the width of the road surface of Parkview Drive, (c) creating the Pedestrian Trail, as well as any other activity that is ancillary to (a), (b) or (c) above. Sheeflee shall make all improvements to the Improvement Area in a manner sufficient to release the construction bond held by Albemarle County in connection with Sheeflee's improvements to the Improvement Area. Section 2.03. Landscaping and Pedestrian Trail Maintenance. At all times, the Owners shall maintain and repair the landscaping that is located upon, above, and underneath each Owner's respective Parcel that is within the Southern Segment. Said area shall include areas outside of each Owner's respective Parcel where any tree, bush or shrub originates from said Parcel but intrudes upon another Owner's Parcel; whenever such a circumstance arises, the latter Owner shall provide the former Owner access to permit maintenance or repair such landscaping. Landscaping maintenance and repairs shall include, but not be limited to, grass cutting, bush and tree trimming or removal, and flower bed, bush, or tree planting. No Owner shall be entitled to compensation for the removal of any tree, bush, flower or other type of vegetation that is located within the access easement for Parkview Drive or within drainage and construction easements located along Parkview Drive. Notwithstanding the above, if Sheeflee is unsatisfied with the maintenance of the landscaping located within the Southern Segment, and such maintenance is 5 1 :IIIIR:,. 8-,, unreasonable, then Sheeflee shall perform such maintenance and each Owner shall promptly pay to Sheeflee such Owner's pro rata share of the costs of the landscaping maintenance in the same percentages as set forth in Section 2.04(a) during the BCHC Unimproved Period or Article IV during the BCHC Improved Period. Section 2.04. Routine Maintenance and Repair Obligations of the Southern Segment and Pedestrian Trail. This Section becomes effective upon Sheeflee's initial material construction within the Southern Segment. (a) BCHC Unimproved Period. The "BCHC Unimproved Period" shall mean the period of time that precedes the substantial completion of the first driveway constructed on Parcel 67 for any purpose that connects to Parkview Drive. During the BCHC Unimproved Period, Schulman shall be obligated to pay 12.5%, and Sheeflee shall be obligated to pay 87.5% for all routine maintenance and repairs made within the Southern Segment. However, Schulman shall have no obligation to pay towards any routine maintenance and/or repairs made to areas that are exclusively north of Schulman's most northern driveway located on Schulman's Parcel- (b) BCHC Improved Period. The "BCHC Improved Period" shall begin upon the substantially completed construction of the first driveway on Parcel 67 that connects to Parkview Drive. During the BCHC Improved Period, Schulman, BCHC and Sheeflee shall be obligated to pay their respective Contribution Obligation, as defined and discussed in Article IV below, for all routine maintenance and repairs made within the Southern Segment. (c) Routine Maintenance and Repairs Defined. For purposes of this Agreement, routine maintenance and/or repairs shall include, but not be limited to, repairing the road surface and/or Pedestrian Trail surface, snow removal, clearing obstructions, cleaning or re - cutting ditches as reasonably necessary, unplugging or opening culverts or drainpipes, and 2.1 B :IIII-:-. ale, performing any and all other necessary work required to maintain the road and trail in a condition that will allow for reasonable and safe access of standard passenger vehicles or pedestrians. In addition, pursuant to Section 14-317.A.4. of the Albemarle County Code, routine maintenance and/or repairs includes the maintenance of the private streets or alleys, and all curbs, curbs and gutters, drainage facilities, utilities, dams, bridges and other private street improvements, and the prompt removal of snow, water, debris, or any other obstruction as to to keep the private street or alley reasonably open for usage by all vehicles, including emergency services vehicles. (d) Routine Maintenance and Repair Determinations. Sheeflee shall manage the routine maintenance and/or repairs of the Southern Segment. Sheeflee shall be reimbursed for the other Owners' pro rata shares of all costs of such routine maintenance and/or repairs as set forth in either Section 2.04(a) or (b) above. Section 2.05. Major Repair Obligations of the Southern Segment. For all maintenance and repairs beyond the routine maintenance which may be necessary (the "Major Repairs"), Sheeflee shall be responsible for hiring contractors, engineers, and advisors to complete such Major Repairs to the standards imposed in the Site Plan. All Major Repairs must be reasonably necessary. Major Repairs shall include, but not be limited to, significant road and trail patch work, resurfacing, and drainage pipe replacement or repair. Prior to authorizing the work to be done, Sheeflee shall provide two estimates with a description of the repairs and give Owners a 15 day period to respond before the work is commenced. Upon completion of such Major Repairs, Sheeflee shall provide copies of all invoices related to the Major Repairs to the other Owners and each such Owner shall promptly pay to Sheeflee such Owner's pro rata share of the costs of the Major Repairs in the same percentages as set forth in Section 2.04(a) during the BCHC 7 201800004846.010 Unimproved Period or Article IV during the BCHC Improved Period. BCHC shall have no rights under this section during the BCHC Unimproved Period, but shall have such rights during the BCHC Improved Period. Sheeflee shall use reasonable efforts to ensure that the costs of such Major Repairs are commercially reasonable. Section 2.06. Personal Liability, Lien and Enforcement: (a) Personal Liability for Routine Maintenance, Routine Repairs, and/or Major Repairs. Each Owner shall be personally liable and responsible for its share of the costs of routine maintenance and/or repairs as set forth in Section 2.04 above, as well as Major Repairs as set forth in Section 2.05 above, which are incurred during its ownership of its Parcel, and shall pay its share within fifteen (15) days following completion of such routine maintenance, routine repairs, and/or Major Repairs. (b) Routine Maintenance and/or Repair Enforcement. If any Owner shall fail to pay its share of the costs of routine maintenance and/or repairs for which it is responsible within fifteen (15) days following receipt of the invoice for such maintenance and/or repairs, the other Owner(s) may (i) bring an action at law against the Owner of the Parcel failing to pay its proportional share with the Court determining whether or not such routine maintenance, repairs, and/or the costs thereof was reasonably necessary to the standards set forth in Section 2.04(c) above and whether or not such Owner is responsible therefor, (ii) record a notice of nonpayment and lien pursuant to Section 2.06(d) below against said Owner's Parcel, and/or (iii) bring a suit in the Circuit Court of Albemarle County, Virginia, to foreclose the lien provided for in Section 2.06(d) below against said Owner's Parcel. The amount due by any delinquent Owner shall bear interest at the maximum judgment rate provided by law from the date of completion of such i3 201800004846.011 routine maintenance and/or repair; and the delinquent Owner shall be liable to pay all costs of collection, including reasonable attorneys' fees. (c) Major Repair Enforcement. If any Owner shall fail to pay its share of the costs of Major Repairs for which it is responsible within fifteen (15) days following the receipt of the invoice for such Major Repairs, the Owner(s), or the person(s) or entit(ies) performing such Major Repairs may (i) bring an action at law against the Owner of the Parcel failing to pay its proportional share with the Court determining whether or not such Major Repairs were reasonable and whether or not such Owner is responsible therefor, (ii) record a notice of nonpayment and lien pursuant to Section 2.06(d) below against said Owner's Parcel, and/or (iii) bring a suit in the Circuit Court of Albemarle County, Virginia, to foreclose the lien provided for in Section 2.06(d) below against said Owner's Parcel. The amount due by any delinquent Owner shall bear interest at the maximum judgment rate provided by law from the date of completion of such Major Repairs; and the delinquent Owner shall be liable to pay all costs of collection, including reasonable attorneys' fees. (d) Lien. If any Owner shall fail to pay its proportional share of the costs of routine maintenance, repairs, and/or Major Repairs for which it is responsible within fifteen (15) days following the completion of such maintenance, the other Owner(s) may record in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, a notice of nonpayment and lien against the Parcel of the Owner failing to pay its proportional share, and from the time of such recordation the amount stated in the notice, together with interest, costs of collection, and reasonable attorneys' fees shall become a lien against such Parcel. If such Owner contests the necessity for or the cost of routine maintenance, repairs, and/or its responsibility thereof, then such Owner shall have the right to bring a suit in the Circuit Court of Albemarle County, 9 201800004846.012' Virginia, to quash said lien with said Court determining whether or not such routine maintenance, repairs and/or the cost thereof were reasonably necessary to the standards as set forth in Section 2.04(c) above and whether or not such Owner is responsible therefor. If such Owner contests the necessity for or the costs cost of Major Repairs and its responsibility thereof, then such Owner shall have the right to bring a suit in the Circuit Court of Albemarle County, Virginia, to quash said lien with said Court determining whether or not such Major Repairs were reasonable and whether or not such is Owner is responsible therefor. (e) First and Second Deeds of Trust: The lien provided in Section 2.06(d) above shall at all times be subject to any first or second mortgage or deed of trust placed on any Parcel at any time until notice of such lien shall have been recorded, but shall be prior to any first or second mortgage or deed of trust recorded subsequent to the recordation of such notice. Section 2.07 Sheeflee Successors. Assignees, and Appointees. Sheeflee's rights under this Article II may be appointed by Sheeflee to any other person or entity in Sheeflee's sole discretion. Any successor or assign to Sheeflee's Parcel shall assume all of Sheefee's rights under this Article II. ARTICLE III - REMAINING EASEMENTS Section 3.01. Modifying Maintenance Agreement Suspension. The Modifying Maintenance Agreement (See page 2 above) is hereby suspended and shall remain suspended unless and until this Agreement is terminated pursuant to Article V below. Section 3.02. Proportionate Maintenance Agreement. Except as expressly modified in this Agreement, the Proportionate Maintenance Agreements (See pages 1 and 2 above) shall remain in full force and effect. Routine Maintenance and/or repairs, as well as Major Repairs, 10 201800004846.013 upon all except the Southern Segment shall remain subject to the terms of the :Proportionate Maintenance Agreement rather than the terms of this Agreement. ARTICLE IV — CONTRIBUTION OBLIGATION Section 4.01. Definitions. The term "Contribution Obligation" shall mean each Owner's total contribution obligation during the BCHC Improved Period towards any and all routine maintenance and/or repairs, as well as all Major Repairs, of the Southern Segment. To determine Contribution Obligation, the formulas below utilize the following variables: Segment, Segment %, Attributable Segment, Use, and Use %. Each variable is discussed and defined in subsections (a) through (e) below. Contribution Obligations arise from expenses that are either shared among all Segments or exclusive to less than all Segments. Section 4.02 below contains the formula for determining each Owner's Contribution Obligation for mutual Segment expenses. Section 4.03 below contains the formula for determining each Owner's Contribution Obligation for exclusive Segment expenses. (a) "Seamen ' shall mean any of those certain areas defined below as, Segment A, Segment B, or Segment C. (1) "Segment A' shall mean and equal the distance from the connection of Parkview Drive at US Route 240 closest to Schulman's Parcel to the most northern edge of the most northern driveway located on Schulman's Parcel that adjoins Parkview Drive. (2) "Segment B" shall mean and equal the distance from the most northern edge of the most northern driveway located on Schulman's Parcel that adjoins Parkview Drive to the most northern edge of the most northern driveway located on BCHC's Parcel that adjoins Parkview Drive. 11 201800004846.014 (3) "Segment C" shall mean and equal the distance from the most northern edge of the most northern driveway located on BCHC's Parcel that connects to Parkview Drive to the remaining length of the entire Southern Segment. The following definitions are subject to Section 4.04 below. Segments. (b) "Segment %' shall mean each Segment's percentage proportion of all (c) "Attributable Segment" shall mean those certain Segments attributable to a certain Owner for purposes of tracking Contribution Obligation responsibilities, as further mentioned below. Segment A is "Schulman's Attributable Segment", Segment B is `BCHC's Attributable Segment". Segment C is "Sheeflee's Attributable Segment". (d) "Use" shall mean any of those certain use totals defined below as Use X, Use Y, or Use Z. Each Use is a result of calculating the total amount of vehicle trips to and from driveways within a certain Attributable Segment And then dividing such amount by the total amount of vehicle trips to all driveways within the Southern Segment, as determined by the ADT (average daily trips) as published in the Virginia Department of Transportation Traffic Generation Manual or a study undertaken by any Owner for purposes of determining ADT that is voluntary or as required by Albemarle County for a change in land use (the "Manual" or "Study"). Should a Study (or a Future Study (defined below)) occur, then the ADT calculated from such Study shall control, even if said ADTs are higher or lower than the Manual. As a part of the development of BCHC's Parcel, the traffic analysis as required by VDOT and Albemarle County in the zoning process shall be used as the basis for establishing the vehicles attributed to the development of the BCHC parcel. BCHC shall pay for the Study with no right to reimbursement from any other Owner. The parties hereby agree that no vehicle traffic shall be 12 201800004846.015 attributable to Schulman for Segment B and Segment C. The parties further hereby agree that no automobile traffic shall be attributable to BCHC for Segment C, unless Segment B and Segment C are substantially equal in distance from US Route 240. Notwithstanding the above, any Owner may elect to conduct an updated study for purposes of re -determining ADT ("Future Study") so long as (i) any Future Study occurs on or after January 1, 2020, and (ii) any Future Study does not occur within three (3) years of any previously conducted Future Study. (1) "Use V shall mean and equal the total number of average daily trips ("ADT") to and from driveways within Schulman's Attributable Segment, as determined by the Manual or Study. (2) "Use Y" shall mean and equal the ADT to and from driveways within BCHC's Attributable Segment, as determined by the Manual or Study. (3) "Use Z" shall mean and equal the ADT to and from driveways within Sheeflee's Attributable Segment, as determined by the Manual or Study. (e) "Use %" shall mean each Use's percentage proportion of all Uses. Any Owner with an Attributable Segment south of a Segment shall have its attributable Use % reduced to zero and the remaining Owner(s) shall increase their Use % by their respective weighted average(s). Section 4.02. Contribution Obligation Formula For Mutual Segment Expenses STEP ONE: Determine the expense allocated to each Segment. This amount is determined by multiplying each Segment % by the expense ("E") Segment A % x E = Expense Allocated to Segment A Segment B % x E = Expense Allocated to Segment B Segment C % x E = Expense Allocated to Segment C 13 201800004846.016 Example 1: Snow Plow - $1,000.00 Segment A % = 10%; therefore, $100.00 is allocated to Segment A [10 x $1,000 = $100.00] Segment B % = 40%; therefore, $400.00 is allocated to Segment B [.40 x $1,000 = $400.00] Segment C % = 50%; therefore, $500.00 is allocated to Segment C [.50 x $1,000 = $500.00] STEP TWO: Determine the expense allocated to each Owner. This amount is determined by multiplying each Owner's respective Use % by the amounts determined in Step One. The Owner(s) with Attributable Segments located north of other Owner(s) benefit more from maintenance and repairs since the former use more of the Southern Segment than the latter. Therefore, any Owner with an Attributable Segment located south of a Segment shall be considered to have no usage of such Segment. 14 201800004846.017 Expense Allocated to Segment A multiplied by: (a) Use X % = Segment A Expense Allocated to Schulman (b) Use Y % = Segment A Expense Allocated to BCHC (c) Use Z % = Segment A Expense Allocated to Sheeflee Expense Allocated to Segment B multiplied by: (a) Use Y % / (Use Y % + Use Z %) = Segment B Expense Allocated to BCHC (b) Use Z % / (Use Y % + Use Z %) = Segment B Expense Allocated to Sheeflee Expense Allocated to Segment C multiplied by: (a) 100 % = Segment C Expense Allocated to Sheeflee Example 2: Same as Example 1, except add the following use percentages: Use X % = 20%, Use Y % = 30%, Use Z % = 50%. Use X % is the usage percentage attributable to Schulman; Use Y % is the usage percentage attributable to BCHC; and, Use Z % is the usage percentage attributable to Sheeflee. Therefore, the results are as follows: Segment A ($100.00 allocated by Example 1) Use X % = 20%; therefore, $20.00 is allocated to Schulman [.2 x $100 = $20.00] Use Y % = 30%; therefore, $30.00 is allocated to BCHC [3 x $100 = $30.00] Use Z % = 50%;.therefore, $50.00 is allocated to Sheeflee [.5 x $100 = $50.00] $20 + $30 + $50 = $100.00 Segment B ($400.00 allocated by Example 1) Segment B Use X % = 0% or $0.00 since Schulman's Attributable Segment is south of 15 201800004846.018 Use Y %= 30% divided by [30%+ 50%] = 37.5%; therefore, $150.00 is allocated to BCHC (.375 x $400.00 = $150.00). Use Y % is increased by 7.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. Use Z %= 50% divided by [30%+ 50%] = 62.5%; therefore, $250.00 is allocated to Sheeflee (.625 x $400.00 = $250.00). Use Z % is increased by 12.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. $0.00 + $150.00 + $250.00 = $400.00 Segment C ($500.00 allocated by Example 1) Segment C C Use X % = 0% or $0.00 since Schulman's Attributable Segment is south of Use Y % = 0% or $0.00 since BCHC's Attributable Segment is south of Segment Use Z % = 1.00% since Use X % and Use Y % are 0%; therefore, $500.00 is allocated to Sheeflee (1.00 x $500.00 = $500.00) $0.00 + $0.00 + $500.00 = $500.00 STEP THREE: Compute the total amount allocated to each Owner. This is calculated by adding the amount allocated to each Owner from each Segment. This amount is each Owner's Contribution Obligation. Therefore, the results are as follows: Schulman's Contribution Obligation: $20.00 allocated from Segment A, plus $0.00 from Segment B, and plus $0.00 from Segment C = $20.00 I 201800004846.019 BCHC's Contribution Obligation: $30.00 allocated from Segment A, plus $150.00 from Segment B, and plus $0.00 from Segment C = $180.00 Sheeflee's Contribution Obligation: $50.00 allocated from Segment A, plus $250.00 allocated from Segment B, plus $500.00 allocated from Segment C = $800.00 $20.00 + $180.00 + $800.00 = $1,000.00. This is the same amount as the total snow plow expense. Section 4.03. Contribution Obligation Formula For Exclusive Segment Expenses STEP ONE: Determine the expense allocated to each Segment. Unlike Section 4.02, the exclusive area expenses may be allocated to all Segments, some Segments, or only one Segment, the allocation will depend on the location of the expense. If the location of the expense is in Segment A, then simply follow the method of Section 4.02, Steps One, Two, and Three, since all Owners benefit by the expense. Conversely, if the location of the expense is in Segment C, then 100% of the expense is allotted to such Segment. However, if the location of the expense is located in Segment B, then Segments B and C will both benefit from such expense, unlike Segment A; therefore, Segments B % and C % must increase by their respective weighted averages. rM Segment A% x E x 0= Expense Allocated to Segment A Segment B % / (Segment B % + Segment C %) x E = Expense Allocated to Segment Segment C % / (Segment B % + Segment C %) x E = Expense Allocated to Segment Example 3: The cost to repair a pothole on Segment B is $500,00. The Segment percentages are the same as in Example 1. 17 201800004846.020 A Segment A %= 0% or $0.00 because the repair is located exclusively north of Segment Segment B % = 40% divided by [40% + 50%] = 44.4444 therefore, approximately $222.00 is allocated to Segment B (.444444 x $500 = $222.00 approximately) Segment C % = 50% divided by [40% + 50%] = 55.5555%, therefore, approximately, $278,00 is allocated to Segment C (.555555 x $500 = $278.00 approximately) STEP TWO: Determine the expense allocated to each Owner. This amount is determined by multiplying each Owner's respective Use % by the amounts determined in Step One. The Owner(s) with Attributable Segments located north of other Owner(s) benefit more from maintenance and repairs since the former use more of the Southern Segment than the latter. Therefore, any Owner with an Attributable Segment located south of a Segment shall be considered to have no usage of such Segment. Expense Allocated to Segment B multiplied by: (a) Use Y % / (Use Y % + Use Z %) = Segment B Expense Allocated to BCHC (b) Use Z % / (Use Y % + Use Z %) = Segment B Expense Allocated to Sheeflee Expense Allocated to Segment C multiplied by: (a) 100 % = Segment C Expense Allocated to Sheeflee Example 4: Same as Example 3, with the same Use % as Example 2 (Use X = 20%, Use Y = 30%, and Use Z = 50%) Segment A ($0.00 allocated from Example 3) Segment B ($222.00 allocated from Example 3) M 201800004846.021 Segment B Use X % = 0% or $0.00 since Schulman's Attributable Segment is south of Use Y %= 30% divided by [30%+ 50%] = 37.5%; therefore, $150.00 is allocated to BCHC (.375 x $222.00 = $83.25). Use Y % is increased by 7.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. Use Z % = 50% divided by [30% + 50%] = 62.5%; therefore, $250.00 is allocated to Sheeflee (.625 x $222.00 = $138.75). Use Z % is increased by 12.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. Segment C ($278.00 allocated from Example 3) Segment C C $278.00). Use X % = 0% or $0.00 since Schulman's Attributable Segment is south of Use Y % = 0% or $0.00 since BCHC's Attributable Segment is south of Segment Use Z % = 100%; therefore $278.00 is allocated to Sheeflee (1.00 x $278.00 = $83.25 + $138.75 + 278.00 = $500.00 STEP THREE: Compute the total amount allocated to each Owner. This is calculated by adding the amount allocated to each Owner from each Segment. This amount is each Owner's Contribution Obligation. Example 5: Same facts as Example 4. Schulman's Contribution Obligation: $0.00 since Schulman's Attributable Segment is located entirely south of the expense area (Segment B). 19 201800004846.022 BCHC's Contribution Obligation: $0.00 from Segment A, plus $83.25 from Segment B, and plus $0.00 from Segment C = $83.25 Sheeflee's Contribution Obligation: $0.00 from Segment A, plus $138.75 from Segment B, and plus $278.00 from Segment C = $416.75 $83.25 + $416.75 = $500.00, the same amount as the pothole repair expense located on Segment B. Section 4.04. Miscellaneous. If BCHC's and Sheeflee's most nor -them driveway are substantially equal in distance from US Route 240, then BCHC's and Sheeflee's Attributable Segments shall be the entire Southem Segment north of Schulman's Attributable Segment, and the principles set forth by this Article shall be applied in creating an updated formula. Moreover, should any of the Parcels be subdivided, then the principles set forth by this Article shall be applied in creating an updated formula. ARTICLE V — RELATION TO NON-PARTIES: TERMINATION This Agreement shall suspend all general maintenance and/or repair obligations, as well as Major Repairs within the Southern Segment for all non-parties who, but for this Agreement, would have such obligations. Notwithstanding the immediately preceding sentence, should (i) any party to this Agreement, or (ii) any non-party to this Agreement, who is otherwise subject to the Proportionate Maintenance Agreements, develop their real property into a materially higher density of land use, then Sheeflee, BCHC, or its respective successors may determine to terminate this Agreement. Should this Agreement be terminated pursuant to this Article, then the Proportionate Maintenance Agreements and the Modifying Maintenance Agreement shall govern all maintenance and repair obligations within the Southern Segment. 20 201800004846.023 ARTICLE VI — ALBEMARLE COUNTY CODE CON1 PLIANCE Section 6.01. Improvement Area Condition & Maintenance Standard. Sheeflee shall ensure that the condition of the Improvement Area and Pedestrian Trail when surety is released (as provided in Section 14-436 of the Albemarle County Code) shall substantially conform to that certain Site Development Plan application numberSDP2017000034. and any amendments or revisions thereto, as approved by Albemarle County. Moreover, so long as this Agreement is effective, the Improvement Area and Pedestrian Trail shall be maintained to a standard that, at a minimum ensures that said areas will be maintained in conformity with the requirements imposed by Albemarle County, pursuant to Site Development Plan application numberSDP2017000034. and anv amendments or revisions thereto. The travelway (the Improvement Area, but not the Pedestrian Trail) shall at all times be maintained so that it is safe and convenient for passenger automobiles and emergency vehicles at all times except in severe temporary weather conditions. Section 6.02. Conditions Warranting Maintenance of the Improvement Area. The condition that warrants maintenance of the Improvement Area and Pedestrian Trail originates from Albemarle County's ZMA 2007-00012 rezoning application approval letter dated December 21, 2007 (the "Approval Letter"). Subsections 3.A. and 3.B. of the Approval Letter require Sheeflee to improve the Improvement Area and Pedestrian Trail in conformity with (i) that certain Application Plan of Blue Ridge Cohousing, Sheet 6 of 7, dated June 25, 2007, last revised October 19, 2007 (the "Application Plan") and (ii) Virginia Department of Transportation ("VDOT") road standards. Said VDOT road standards include an intersection that meets the requirements for road intersections as stated in VDOT's Road Design Manual — Subdivision Street Guide, in the location shown on the Application Plan, Sheet 6 of 7. 21 201800004846.024 Section 6.03. :Public Agency Exclusion. No public agency, including the Virginia Department of Transportation and the County of Albemarle, Virginia, will be responsible for maintaining any improvement identified herein. IN WITNESS WHEREOF, the parties hereto have signed this Agreement. BEAVER CREEK HILL CORPORATION, a Virginia corporation y By: ,� %�µO-4 (SEAL) Lawrence J. Mpin, f ice President COMMONWEALTH OF VIRGINIA CITY OF CHARLOTTESVILLE, to -wit: The foregoing instrument was acknowledged before me this 28 day of `M /9-rQ Gk 241,62015, by Lawrence J. Martin, Vice President of Beaver Creek Hill Corporatiori,'a Virginia corporation. My commission expires: rw-cwN Ejef 3b, a.4,26 Elien Weiss Commonwealth of Vagina N0 Puhlic Gcmmission No: Tit 02020 N.v r.,r„^ :s5�a.^. �xpires 22 Notary Public Registration Number: `Z-�; 9 201800004846.025 SHEEFLEE LLC, a Virginia limited liability company By: SEAL) Peter Lazar, Manager COMMONWEALTH OF VIRGINIA CITY OF CHARLOTTESVILLE, to -wit: The foregoing instrument was acknowledged before me this Pam— ^9162018, by Peter Lazar, Manager of Sheeflee LLC, t liability company. My commission expires: Q g\E L Big, #oNwe 4�q .0 0- ID/ 324M17 ` . day of Virginia limited 4aryNo Public ationNo: 23 201800004846.026 00000000001wr_\:an.N.Yaaucv� 190]uI VLrla\hr1rI\N EI , to -wit: The foregoing instrument was acknowledged before me this --3Aay of 204-62018, by Martin Schulman. My commission expires:[— a \ APRIL C. CLERK NOTARY PUBLIC COMMONWEALTH OF VIRQINIA MY COM CEXPIRES �1' 8001 OMIC 88KIN 407108 24 Notary Public Registration Number: asi ('510 INSTRUMENT #201800004846 RECORDED ALBEMARLE CO CIRCUIT COURT CLERICS OFFICE May 04. 2018 AT 03:50 pm JON R. ZUG, CLERK by EMJ BOOK 05043 PAGE 0452 -004T7