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SP200900006 Application Special Use Permit 2009-03-16
• Community Development Department 0i County of, emarle 401 I__. _.re Road Charlottesville,VA 22902-4596 Voice :(434)296-5832 Fax:(434)972-4126 Planning Application I PARCEL/ OWNER INFORMATION TMP 060K0-00-00-000A2 Owner(s): KENRIDGE LLC Application# SP200900006 PROPERTY INFORMATION Legal Description KENRIDGE FUTURE DEVELOPMENT Magisterial Dist. Samuel Miller Land Use Primary Unassigned Current AFD Not in A/F District Current Zoning Primary Commercial Office APPLICATION INFORMATION House # Street Name Apt/Suite City State Zip Street Address Entered By: Lisa Jordan on 03/16/2009 Application Type Special Use Permit Project: Kenridge 6,532.00 Received Date 03/16/2009 Received Date Final Total Fees $ 110.00 Submittal Date 03/16/2009 Submittal Date Final Total Paid $ 110.00 Closing File Date Revision Number Comments: Also s T a;p 60K Par 61f Legal Ad K SUB APPLICATION(s) Type Sub Application Date Comments: Amend Existing Special Use Permit 03/16/2009 APPLICANT / CONTACT INFORMATION Primary Contact Name Collins Engineering -Scott Collins Phone # (434) 293-3719 Street Address 800 E Jefferson Street Fax # (434) 245-0300 City/State Charlottesville VA Zip Code 22902-0000 E-mail scott@collins-engineering.com Cellular# ( ) - Owner/Applicant Name KENRIDGE LLC Phone # ( ) - Street Address P 0 BOX 5509 Fax # ( ) - City/State CHARLOTTESVILLE VA Zip Code 22905- E-mail Cellular# ( ) - Applicant Name Kenridge LLC Phone # ( ) - Street Address PO BOX 5509 Fax # ( ) - City/State Charlottesville VA Zip Code 22905-0000 E-mail Cellular# ( ) - Signature of Contractor or Authorized Agent Date 1 ..,.,,,,,fil'i Geographical County of Data Services marleDivision-Room 218 Charlottes,le VA � ,,,F. Property Information Print 401 McIntire Road 22902-4596 i'I>- P Y Voice (434)296-5832 Fax (434)972-4126 PROPERTY INFORMATION TMP j 060K0 OO OO OOOA2 Legal KENRIDGE FUTURE — Description DEVELOPMENT Parent TMP 1 06000-00 00-02700 Tax Map 1 Section [ , Block Parcel j GPIN 1473523906874 1 Major Subdiv. Kenr)dge l Total Acres 0.719 TMP Inactive. No 1 E-911 STREET ADDRESS INFORMATION House # Street Name Apt/Suite City State Zip OWNER INFORMATION Owner Name KENRIDGE LLC 1 Street Address IP 0 BOX 5509 City/ State CHARLOTTESVILLE VA I _ Zip 122905- ADDITIONAL PROPERTY INFORMATION Agricultural&Forest District Not in A/F District High School District Western Albemarle j Traffic Zone 144 Middle School District Henley Voter Precinct East Ivy Elem. School District !Murray �..__..........__._......... —.--- —..._._......_.- Magisterial District Samuel Miller _........._._..__.._....___............. Census Block Group 11 Metro Planning Area? Ej I CATS Area? N] Census Tract 1110 I• Public Water&Sewer Water&Sewer Water Supply Protection Area. Yes Watershed Ivy Creek J Development Area? Yes Other Rural Land?1 No Historical Significance World Heritage Site I No I Virginia Landmark Register 1 No National Historic Landmark 1 No 1 National Register of Historic Places I No Parcel Has Proffers 1 NO Parcel Has Easements 1 NO !_ i Current Land Use Number of Number of -- _ Structures Dwelling Units, Primary IUnassigned 0 0 Secondary Unassigned 0 j 0 Minor Unassigned 0 0 Comprehensive Plan Land Use Plan Area Urban Area 7 PrimaryfOffice Service Other2 I Unassigned Secondary'Rural Area Other3 ;Unassigned Minor;Unassigned Other4 !Unassigned Other Unassigned Others Unassigned Zoning Current Zoning Zoning Adopted 12/1980 Zoning Prior to 12/1980 Primary Commercial Office Unassigned Unassigned Secondary Unassigned Unassigned Unassigned Minor Unassigned Unassigned Unassigned Other IUnassigned Natural Resource Extraction Overlay ❑ Airport Impact Area Z1 Entrance Corridor Overlay Flood Hazard Overlay [111 Scenic Stream Overlay PROPERTY INFORMATION TriIP 060K0-00-0'-000A2 ACTIVITY INFORMATION PLANNING ACTIVITIES BUILDING ACTIVITIES Special Special Application # Current Status Conditions Application # Current Status Conditions SP200900006 Under Review No II/ IIII FOR OFFICE USE ONLY SP# SIGN# +ii CCP I l Fee Amount$ I i 0.°D Date Paid 3-llD-0 3y who, ` 1 / 4 N Receipt#740: '► Ck# aa3 7 By 6(8 ZONING ORDINANCE SECTION 6, / I I?,5 V 5e% 1A" co c , IP gt, Application for Special Use Permit Please See the List at the bottom of page 4 for the Appropriate Fee (staff will assist you with this item) PLEASE PROVIDE 16 COPIES OF A CONCEPT PLAN WITH THIS REQUEST PROJECT NAME:(how should we refer to this application?): KENRIDGE PROPOSAL/REQUEST: AMEND APPROVED SPECIAL USE PERMIT EXISTING COMP PLAN LAND USE/DENSITY: OFFICE SERVICE & RURAL AREAS LOCATION/ADDRESS OF PROPERTY FOR SPECIAL USE PERMIT: RTE 250 WEST ACROSS FROM BIRDWOOD GOLF COURSE TAX MAP PARCEL(s): TMP-60K-61; 60K-A2 ZONING DISTRICT:CO MAGISTERIAL DISTRICT: SAMUEL MILLER #OF ACRES TO BE COVERED BY SPECIAL USE PERMIT(if a portion it must be delineated on a plat): 2.06 Is this an amendment to an existing Special Use Permit?If Yes provide that SP Number. SP-2004-52 ❑■ YES ❑NO Are you submitting a preliminary site plan with this application? ❑ VES ENO Contact Person(Who should we call/write concerning this project?): SCOTT COLLINS, COLLINS ENGINEERING Address 800 E JEFFERSON ST City CHARLOTTESVILLE State VA Zip 22902 Daytime Phone(434) 293-3719 l ; (434 245-0300 E_mail scott©collins-engineering.com Owner of Record KENRIDGE LLC Address PO BOX 5509 City CHARLOTTESVILLE State VA Zip 22905 Daytime Phone( ) Fax#( ) E-mail Applicant(Who is the Contact person representing?): KENRIDGE LLC Address PO BOX 5509 City CHARLOTTESVILLE State VA Zip 22905 Daytime Phone( ) Fax#( ) E-mail County of Albemarle Department of Community Development 401 McIntire Road Charlottesville, VA 22902 Voice: (434)296-5832 Fax: (434) 972-4126 9/22/08 Page 1 of 4 Does the owner of this property own(or have any ownership interest in)any abutting property? If yes,please list those tax map and parcel numbers Yes, Tax map 60k-27 to 32, 60k-43 to 47, and 60k-Al History Special Use Permits SP 2 tp0 L/ — 0 5 7 ❑ ZMAs&Proffers U Variances Concurrent review of Site Development Plan? Letter of Authonzation El YES El NO Section 31.2.4.1 of the Albemarle County Zoning Ordinance states that, "The board of supervisors hereby reserves unto itself the right to issue all special use permits permitted hereunder. Special use permits for uses as provided in this ordinance may be issued upon a finding by the board of supervisors that such use will not be of substantial detriment to adjacent property,that the character of the district will not be changed thereby and that such use will be in harmony with the purpose and intent of this ordinance,with the uses permitted by right in the district,with additional regulations provided in section 5.0 of this ordinance, and with the public health, safety and general welfare." The items that follow will be reviewed by the staff in their analysis of your request. Please complete this form and provide additional information which will assist the County in its review of you request. If you need assistance filling out these items, staff is available. How will the proposed special use affect adjacent property? This amendment will not have any effect on the adjacent properties. This is just a change to the location of entrance to the future commercial building. This entrance and parking area has already been installed. This is a positive aesthetic change to the development since it reduces retaining walls. How will the proposed special use affect the character of the district(s)surrounding the property? The use and intensity of the development will not change; therefore the character of the district will not be impacted. However, the proposed change will improve the visual aesthetics of the development by reducing the retaining walls that can be seen by the adjacent properties. How is the use in harmony with the purpose and intent of the Zoning Ordinance? A special use permit was approved to allow residential uses within the CO zone for this site. It was determined at the time of the original SP process that the proposed residential use was consistent with the vision for the this section of Route 250 west. How is the use in harmony with the uses permitted by right in the district? The proposed road will provide a better access to the existing commercial building that works with the topography of the development for normal use of the building. 9/22/08 Page 2 of 4 III 111 What additional regulations provided in Section 5.0 of the Zoning Ordinance apply to this use? NIA How will this use promote the public health,safety,and general welfare of the community? THE PROPOSED ACCESS ROAD IS ALONG THE ALIGNMENT OF AN EXISTING DRIVEWAY THIS ROAD IS PREFERRED TO ITS ORIGINALLY APPROVED LOCATION BECAUSE IT WILL RESULT IN LESS DISTURBANCE TO NATURAL GRADES AND MOVEMENT OF DIRT THE ROAD IS IN A LOCATION THAT PROVIDES SAFER ROAD GRADES FOR VEHICULAR TRAVEL AND WILL BE LESS VISIBLE FROM OFFSITE THAT THE ORIGINALLY APPROVED ROAD Describe your request in detail and include all pertinent information such as the number of persons involved in the use, operating hours, and any unique features of the use: THIS PROPOSED AMENDMENT TO SP-2004-52 CONSISTS OF AN ADJUSTMENT TO THE ENTRANCE FOR THE COMMERCIAL BUILDING AT KENRIDGE ORIGINALLY,THE ROAD WAS APPROVED FROM COLRIDGE DRIVE TO PROVIDE ACCESS TO THE EXISTING COMMERCIAL BUILDING LOCATED ON THE RIDGE OF THE SITE,BETWEEN UNITS 12 AND 65 DURING CONSTRUCTION,THE EXISTING DRIVEWAY WHICH ACCESSED THIS BUILDING FROM MARSH LANE WAS USED AS ACCESS TO THE BUILDING WHILE IT WAS BEING USED AS THE SALES CENTER FOR THE PROJECT DURING THE USE OF THE EXISTING BUILDING AS A SALES CENTER,THE ACCESS WAS IMPROVED TO COUNTY STANDARDS AND DRAINAGE IMPROVEMENTS WERE INSTALLED TO COLLECT ANY RUN-OFF FROM THE ROADWAY THIS PROPOSED ROAD ALLOWED ACCESS TO THE BUILDING WHILE THE REMAINING PORTION OF THE SITE WAS UNDER CONSTRUCTION SINCE THIS ACCESS ROAD IS AN AT GRADE POINT OF ACCESS AS OPPOSED TO THE ORIGINAL DESIGN,THE DEVELOPER WOULD LIKE TO KEEP THIS CONNECTION AS THE NEW ACCESS AND PARKING FOR THE COMMERCIAL BUILDING THIS AMENDMENT TO THE SPECIAL USE PERMIT FOR KENRIDGE PROPOSES TO ELIMINATE THE APPROVED ACCESS ROAD BETWEEN LOT 12 AND LOT 65 AND KEEP THE 20'ACCESS ROAD OFF MARSH LANE BETWEEN LOTS 47 AND 61 THE ORIGINAL APPROVED SUBDIVISION PLAT RECORDED AN ACCESS EASEMENT IN THIS LOCATION BECAUSE THE ORIGINAL SP INCLUDED AN APPLICATION PLAN WHICH SHOWS ACCESS AND PARKING FOR THE COMMERCIAL BUILDING IN A DIFFERENT CONFIGURATION,WE ARE REQUESTING A MODIFICATION TO THE SP TO ALLOW THIS NEW ACCESS AND PARKING FOR THE FUTURE COMMERCIAL BUILDING THE AT GRADE ACCESS ROAD ELIMINATES THE NECESSITY FOR MANY OF THE RETAINING WALLS ORIGINALLY PROPOSED TO CREATE THE ENTRANCE ROAD ELIMINATING THESE RETAINING WALLS HELPS THE PROJECT AND FEATURES OF THE PROJECT BLEND INTO THE LANDSCAPE WITHOUT TRYING TO FORCE AN IMPROVEMENT OR ACCESS IN A LOCATION THAT IS CHALLENGING SUCH AS THE ORIGINAL DESIGN IN ADDITION,THIS MODIFICATION TO THE LOCATION OF THE ACCESS ROAD RESULTS IN ELIMINATING ONE OF THE SINGLE FAMILY ATTACHED UNITS THE ELIMINATION OF ONE OF THE SINGLE FAMILY ATTACHED UNITS WAS DONE TO ALLOW BETTER ACCESS FROM A DRAINAGE AND AESTHETIC STANDPOINT TO THE PARKING AREA FOR THE FUTURE COMMERCIAL BUILDING ATTACHMENTS REQUIRED—provide two(2)copies of each 1:91. Recorded plat or recorded boundary survey of the property requested for the permit. If there is no recorded plat or boundary survey, please provide legal description of the property and the Deed Book and page number or Plat Book and page number. LT-2. 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 below 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. Please attach the owner's written consent. 9/22/08 Page 3 of 4 • S OPTIONAL ATTACHMENTS: 14. Additional Information, if any. (16 copies) Owner/Applicant Must Read and Sign 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. I also certify that the information provided on this application and accompanying information is accurate,true, and correct to the best of my knowledge. Signature of 0 ner,Contract Pu c aser Da te ate Print Name Daytime phone number of Signatory FEES ❑ Rural area division for the purpose of"family division" where all original 1980 development rights have been exhausted under "family division"as defined under section 14-106(15)of the subdivision ordinance=$220 ❑ Rural area divisions=$1,240 ❑ Commercial use=$980 ❑ Industrial use=$1,020 ❑ Private club/recreational facility=$1,020 ❑ Mobile home park or subdivision=$980 ❑ Public utilities=$1,020 ❑ rade/fill in the flood plain=$870 CJ Minor amendment to valid special use permit or a special use permit to allow minor expansion of a non-conforming use=$110 ❑ Extending special use permits=$70 ❑ Home Occupation-Class B=$440 ❑ For day care centers-six(6)to nine(9)children=$490 ❑ For day care centers-ten(10)or more children=$980 ❑ All other uses except signs=$980 ❑ Signs — Per Chapter 18 Section 4.15.5 Electric message signs, off-site signs, and signs in public rights-of-way - $120.00 (Heard before the Board of Zoning Appeals-BZA). PLEASE CONSULT THE LIST OF ITEMS WHICH WILL BE REVIEWED BY STAFF FROM THE COUNTY'S WEBSITE BELOW: STAFF ANALYSIS OF ZMA& SP REQUESTS 9/22/08 Page 4 of 4 COLLINS Lf-I=RSC)I I CHARLOTTESVILLE VA 22002 434 2'43 37 19 1434 293 3719 -X www collies-engineering corn TRANSMITTAL ❑ FAX 0 MAIL !DELIVERY TO: FROM: çL ? athgrna4,11 (41/, COMPANY: DATE: *10/ FAX: TOTAL NO.OF PAGES INNCL DING COVER: PHONE NUMBER: SENDER'S PHONE NUMBER: 13 , 7/ 7 PROJECT/SUBJECT: 7/ V1Jd‘CITe Anievtd PLEASE FIND ENCLOSED: NO.COPIES DATE DESCRIPTION ticad-r'av) 1 NOTES/COMMENTS: N flie f a1n hoiokiwvm,k( p 6A,4-14 RECEIVED BY: SIGNATURE DATE ... ........... County of Hwemarle Community Development Department 401 McIntire Road Charlottesville,VA 22902-4596 Voice:(434)296-5832 Fax•(434)972-4126 Planning Application 1 PARCEL/ OWNER INFORMATION TMP '66ok 1250-11>f;1-(61)E)` "' Owner(s): IENRIDGE LL f Application# OTH200900071 PROPERTY INFORMATION Legal Description KENRIDGE 61 Magisterial Dist. Samuel Miller Land Use Primary Industrial Current AFD Not in A/F District Current Zoning Primary Commercial Office APPLICATION INFORMATION House # Street Name Apt/Suite City State Zip Street Address 924 MARSH LN CHARLOTTESVILLE 22903- Entered By:Lisa Jordan on 03/16/2009 Application Type Other Project: Kenridge 6,532.00 Received Date 03/16/2009 Received Date Final Total Fees Submittal Date 03/16/2009 Submittal Date Final Total Paid Closing File Date Revision Number Comments: Legal Ad SUB APPLICATION(s) Type Sub Application Date Comments: APPLICANT/CONTACT INFORMATION Owner/Applicant Name KENRIDGE LLC Phone # ( ) - Street Address P 0 BOX 5509 Fax # ( ) - City/State CHARLOTTESVILLE VA Zip Code 22905- E-mail Cellular# ( ) - Signature of Contractor or Authorized Agent Date r Geographical Data Services ,. # `' County of Mwemarle Division-Room 218 4 Charlottesville VA Property Information Pnnt 401 McIntire Road 22902-4596 Voice (434)296-5832 Fax (434)972-4126 PROPERTY INFORMATION TMP 060K0-00-00-06100 Legal KENRIDGE 61 Description • Parent TMP 06000-00-00-02700 • • Tax Map Section I Block Parcel GPIN 473301907078 Major Subdiv. Kenridge Total Acres 1.339 TMP Inactive- No E-911 STREET ADDRESS INFORMATION House# Street Name Apt/Suite City State Zip 924 MARSH LN CHARLOTTESVILLE 22903- OWNER INFORMATION Owner Name KENRIDGE LLC Street Address P 0 BOX 5509 City/State CHARLOTTESVILLE VA Zip 22905- ADDITIONAL PROPERTY INFORMATION Agricultural&Forest District Not in A/F District High School District Western Albemarle Traffic Zone 144 Middle School District Henley Voter Precinct East Ivy Elem. School District (Murray • Magisterial District Samuel Miller • Metro Planning Area? Census Block Group 1 CATS Area? Census Tract 110 1 Public Water&Sewer Water&Sewer Water Supply Protection Area?I Yes a Watershed Ivy Creek 1Development Area? No 4 Other Rural Land? No Historical Significance World Heritage Site No Virginia Landmark Register No National Historic Landmark No National Register of Historic Places No Parcel Has Proffers No Parcel Has Easements No Current Land Use Number of Number of Structures Dwelling Units Primary Industrial i 1 i 0 -- Secondary unassigned 1 0 1 0 Minor Unassigned • 0 0 Comprehensive Plan Land Use Plan Area Rural Area 1 Primary Rural Area Other2 Unassigned Secondary Unassigned i Other3 Unassigned Minor Unassigned Other4 Unassigned Other Unassigned Others '.Unassigned Zoning Current Zoning Zoning Adopted 12/1980 Zoning Prior to 12/1980 Primary Commercial Office Unassigned Unassigned Secondary Unassigned Unassigned Unassigned Minor Unassigned Unassigned Unassigned Other Unassigned Natural Resource Extraction Overlay Airport Impact Area Entrance Corridor Overlay Flood Hazard Overlay _.. Scenic Stream Overlay PROPERTY INFORMATION TMP 060K0-OO-00-06100 ACTIVITY INFORMATION PLANNING ACTIVITIES BUILDING ACTIVITIES Special Special Application # Current Status Conditions Application # Current Status Conditions OTH200900071 Under Review No SUB200800279 Under Review No Planning Parcel Activity Report Tax Map Parcel 060K0-00-00-06100; Proffered? No Violations Planning Applications Violation Number Type Application Number Type OTH200900071 Other Date Received: Project Name: 03/16/2009 l Kenridge Status: Status Date: Under Review 03/16/2009 SUB200800279 Subdivision Plat Date Received: Project Name: F11/10/2008 Kenridge Section 3(1-9 Lots)-Final Status: Status Date: Under Review 11/10/2008 111 Page 1 County of Albemarle Printed By. akilmer Printed On: 03/17/2009 Planning Parcel Activity Report I�/ Is loxi Tax Map Parcel 06000-00-00-02700 Proffered? No 1'/'1 (00 / Q 47 Violations Planning Applications Violation Number Type Application Number Type ARB199500005PS Architectural Review Board Date Received: Project Name: NO PROJECT NAME SELECTED �; " afj ! Status: Status Date: (�� o[ ( � l�-� (/� Y [no status] ARB200400147 Architectural Review Board Date Received: Project Name: 11/08/2004 Kenridge Status: Status Date: ARB Comments provided 01/07/2005 ARB200500016 Architectural Review Board Date Received: Project Name: 01/24/2005 Kenndge Status: Status Date: Under Review 01/25/2005 ARB200500089 Architectural Review Board Date Received: Project Name: 07/11/2005 7 Kenridge Status: Status Date: ARB Comments provided 07/28/2005 ARB200600061 Architectural Review Board Date Received: Project Name: '05/08/2006 Kenridge- Final Site Development Plan Status: Status Date: ARB Comments provided 07/11/2006 Page 1 County of Albemarle Punted By akilmer Printed On 03/24/2009 • Parcel Activity Report ARB200600092 Architectural Review Board Date Received: Project Name: 07/10/2006_1 Kenridge Status: Status Date: Approved IF 10/11/2006 J • •ARB200700005 Architectural Review Board Date Received: Project Name: 01/08/2007 Kenridge-Amendment Status: Status Date: ARB Comments provided 03/21/2007 ARB200700023 I Architectural Review Board pate Received: Project Name: 03/05/2007 Kenridge-Amendment to a Site Development Plan Status: Status Date: Denied 04/16/2007 LZC200500030 Letter of Zoning Compliance Date Received: Project Name: 10/28/2005 NO PROJECT NAME SELECTED Status: Status Date: Approved 11/14/2005 • SDP200500125 Site Development Plans Date Received: Project Name: 11/14/2005 Kenridge Status: Status Date: Approved 11/22/2006 SDP200600005 Site Development Plans Date Received: Project Name: 01/09/2006 Kenridge-Reinstatement Status: Status Date: Mistake Permit 01/09/2006 Page 2 County of Albemarle Printed By: akilmer Printed On. 03/24/2009 Parcel Activity Report SDP200800079 Site Development Plans Date Received: Project Name: 05/13/2008 Kenridge Phasing Plan-Minor Status: Status Date: Approved II 05/13/2008 SP200400052 Special Use Permit Date Received: Project Name: 09/20/2004 Kenridge Status: - Status Date: -Approved 10/05/2005 SUB200700038 Subdivision Plat Date Received: Project Name: 01/22/2007 Kenridge-Final Plat Status: Status Date: Approved 05/25/2007 SUB200700261 Subdivision Plat Date Received: Project Name: 07/16/2007 Kenridge-Final Plat Status: Status Date: Under Review 07/17/2007 WP0200500096 Water Protection Ordinances11111 Date Received: Project Name: 11:/14/200'5 Kenridge StatUs;;- Status Date: Under Review 11/16/2005 Page 3 County of Albemarle Printed By akilmer Printed On. 03/24/2009 Page 1of1 Ana Kilmer • From: Charlotte Harper[charlotteh@gmail.com] Sent: Tuesday, March 24, 2009 10:33 AM To: Ana Kilmer Subject: Kenridge Anna, The Operating Agreement of Kenridge, LLC dated November 17, 2005 is in full force and effect as of the date hereof. Hunter E. Craig remains the Manager of the LLC. Charlotte 3/24/2009 J UIV' 1J Gl'J✓JO 1J•JJ r Y.JG/ J. • OPERATING AGREEMENT OF KENRIDGE,LLC • This OPERATING AGREEMENT (the "Agreement")of YePAVICIrdtrITE (the "LLC") is made as of November 17, 2005, by and between Ili' ig ("Craig"), Steven W. Blaine, ("Blaine") and Michael P. Koro ("Koro")hereinafter collectively referred to as the Members. WHEREAS, the LLC was formed on May 6, 2005 pursuant to the Articles of Organization filed with the Virginia State Corporation Commission as confirmed by the Certificate of Organization as of such date; and WHEREAS, the Members wish to enter into this Agreement to set forth the terms and conditions on-which the management, business and affairs of the LLC shall be conducted. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: ARTICLE I THE LIMITED LIABILITY COMPANY GENERALLY 1.1 Name, The name of the LLC shall be Kearidge, LLC, or such other name as the Members may from time to time determine, and all business of the LLC shall be conducted in the LLC name. 1.2 ! Place of Business. The principal place of business and principal office of the LLC shall be at 1900 Arlington Boulevard, Suite A, P.O. Box 5509, Charlottesville, Virginia 22905- 5509, or at such other place or places in or outside of the Commonwealth of Virginia as the Members may from time to time determine. 13 Purpose. The LLC has been formed for the purposes of acquiring a certain parcel of property (with all improvements thereon) located in Albemarle County, Virginia, and commonly known as the Kappa Sigma property which are located on Ivy Road, Route 250 West, in the County of Albemarle, Virginia (the "Acquired Property"), It is the further intention of the Members that the Acquired Property either be sold for a significant return to the Members and be developed into an upscale residential project cont'iining single-family, townhouse and villa town units (the "Project"). Such Project will be pursued with the intent of maximizing the profit to the Members. The LLC is to provide or arrange for all Acquired Property acquisition and development financing and Craig and Koro will provide certain expertise and management services related to the Project. J UIY-IJ-GCJ!'JD 1J•JJ 1A Property. All Property shall be owned by and in the name of the LL,C as an entity, and no Member shall have any ownership interest in the Property in the Member's individual capacity. A Member's interest in the LLC shall be personal property for all purposes. 13 Term. The term of the LLC shall commence as of the effective date of the Articles of Organization and shall continue perpetually, unless it is sooner wound up, liquidated or dissolved as provided in Articles VIII and IX hereof. 1.6 !Definitions. Capitalized words and phrases used in this Agreement shall have the following meanings: ,(a) "Act" means the Virginia Limited Liability Company Act as adopted by the Commonwealth of Virginia and as amended from time to time. (b) "Adjusted Capital Account Deficit" shall have the meaning ascribed thereto in Section 1.7a4-1(b)(2)(ii)(d)of the Regulations. i(c) "Capital Contribution" means the money (including liabilities of the LLC assumed by such Member as provided in the Treasury Regulations) and the value of any consideration other than money contributed by a Member to the LLC with respect to such Member's interest in the LLC pursuant to the terms of this Agreement, including, without limitation, any amount advanced or paid pursuant to any guaranty or similar agreement in connection with any loan obtained by the LLC. (d) "Code" means the Internal Revenue Code of 1986, as amended, or any corresponding provisions of any succeeding law. e) "Craig Priority Balance" shall have the meaning set forth in section 8.6(a) herein. (f) "Fiscal Year" means the taxable year of the LLC for federal income tax purposes as required by the Code and the Treasury Regulations issued thereunder. (g) "LLC"means Kenridge, LLC, the limited liability company formed as of the date hereof and any limited liability company or other entity continuing the business of the LLC in the event of the dissolution of the LLC as provided in this Agreement. (h) "Manager" means that person or entity designated by the Members as the manager of the LLC, whose rights, powers and duties are specified in Article III hereof. The initial Manager shall be Hunter E. Craig. (i) "Member" means each signatory hereto, and any additional person or entity admitted as a member in accordance with the terms of this Agreement and "Members" means all such persons. J UI V y J GCJCJV 1 J•JV `•' �- (j) "Membership Interest" means a Member's share of the profits and losses of the LLC and a Member's right to receive distributions of the LLC's assets, all in accordance with the provisions of this Agreement. (k) "Percentage Interest" shall mean the percentage opposite a Member's name on Exhibit A attached hereto. (1) "Priority Return" means the `prime rate" published on the first business day of each month in the "Money Rates" section of the "Wall Street Journal" plus two percent (2%) on Craig's Unreturned Capital. The Priority Return shall be compounded annually and be based on the basis of a 360 day year for the actual number of days accruing in the period for which the Priority I Return is being determined, commencing on the later to occur of: i) the date Craig funds the applicable Unreturned Capital Contribution, or ii) the date of the acquisition of the Property. (zri) "Property" means all properties and assets of any kind whatsoever, whether real,personal or mixed or tangible or intangible, owned by the LLC. (n) "Pro Rats Distribution" shall have the meaning set forth in Section $.6(b) herein. (o) "Treasury Regulations" means the regulations, including temporary (but nor proposed) regulations, promulgated from time to time by the Internal Revenue Service under the Code. • (p) "Unreturned Capital" means on any date shall be equal to the excess of(a) aggregate Capital Contributions of Craig as of such date over (b) the aggregate distributions made to Craig pursuant to Section 8.6(b)(i) hereof as such day. • 1.7 Member Contributions. Except as otherwise agreed upon in writing by the Members, each Member shall contribute to the LLC as follows: (a With respect to the acquisition of the Acquired Property, Craig intends to contribute as a portion of his capital contribution to the LLC all of his right title and interest in the Contract to Purchase the Acquired Property (the "Contract"), but excluding the earnest money deposit required under the Contract, for which Craig shall receive reimbursement at the closing of the purchase of the Acquired Property, at his option. Notwithstanding the foregoing, Craig shall be reimbursed for all out-of-pocket expenses incurred in connection with the purchase and conversion of the Acquired Property, including all legal fees, consulting, engineering and accounting fees paid for up to the date of closing under the Contract to the extent such out-of-pocket expenses may be funded by third party financing at Closing. It is the intention of the parties that at the time of the acquisition of the Acquired Property, Craig will cause others to loan to the LLC, and may at his option loan funds to the I_i I`, It is the intention of the Members that reimbursements for Craig's out-of-pocket expenses shall be made from the financing for the acquisition of the Property. If for any reason such out-of-pocket expenses not be fully reimbursed at Closing, then such expenses may at Craig's option be treated as a Capital Contribution. Any Member may make voluntary capital contributions to the Company for capital and operating needs of the Company, at such Member's sole discretion. In addition, Craig may at his sole option, in order to attract capital contributions from another investor, admit additional investors as Members without the other Members' consent; provided however that in admitting any such additional Member, the then existing Members' Membership Interests shall not be reduced. The newly-admitted Member may receive a priority return as determined by Craig in his Sole discretion; provided however that such priority return shall not exceed the rate of Craig's Priority Return without the other Members' consent. The Members acknowledge that any right of first refusal granted with respect to the Property on the resale of lots therein will be for the benefit of Hunter E. Craig and not for the Company. (b) Farh Member shall make such other contributions as are mutually agreed upon by the unanimous consent of the Members. ARTICLE II VOTING AND MEETINGS OF MEMBERS 2.1. General. The Members shall not be entitled to participate in the day-to-day affairs and management of the LLC. The Members' right to vote or otherwise participate with respect to matters relating to the LLC shall be limited to those matters with respect to which the express terms of the Act or this Agreement vest in the Members the right to so vote or otherwise participate. 2.2. ; Actions Requiring Approval of Members. Notwithstanding any provision herein to the contrary, the unanimous vote of the Members shall be required to effect the following action: • (a) Amending the Articles of Organization or this Agreement in any manner that materially alters the preferences,privileges or relative rights of the Members, except for the addition of Members as provided in 1,7(a) above. (b) Taking any action that would make it impossible to carry on the ordinary business of the LLC. (c) Filing or consenting to filing a petition for or against the LLC under any federal or state bankruptcy, insolvency or reorganization act. 23 Voting;Members Meetings. (a) Voting Rights. For any action requiring approval by the Members, each Member shall be entitled to vote(as provided below), in accordance with the Member's Percentage Interest. The unanimous vote of the Members shall, unless otherwise provided herein, direct the LLC,its Manager or other agents in the business of the LLC. (b) Meetings. A meeting of the Members may be called by the Manager or a Member by giving at least ten (10) days' notice to each other Member stating the time and purpose of the meeting. A Member may waive notice of a meeting by written waiver given before or after such meeting, and a Member's attendance at such a meeting shall constitute a waiver of notice of such meeting. Any meeting pursuant to this provision shall be held during the LLC's normal (c) Collecting funds due to the I.L.C. (d) Acquiring, utilizing for the LLC's purposes, maintaining and disposing of any assets of the LLC. (e) To the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC, (t) borrowing money or otherwise committing the credit of the LLC for LLC activities, and voluntarily prepaying or extending any such borrowings. (g) Employing from time to time persons,firms or corporations for the operation and management of various aspects of the LLC's business, including, without limitation, managing agents, contractors, subcontractors, architects, engineers, laborers, suppliers, accountants and attorneys on such terms and for such compensation as the Manager shall determine, notwithstanding the fact that the Manager or any Member may have a financial interest in such firms or corporations. (h) Making elections available to the LLC under the Code. (i) Obtaining general liability, property and other insurance for the LLC, as the Manager deems proper, (j) Taking such actions as may be directed by the Members pursuant to Section 2.2. (k) Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of the LLC's purposes and necessary and appropriate to the conduct of its business. () For so long as Hunter E. Craig is the Manager, Hunter E. Craig shall have the exclusive power and authority to amend or modify this Operating Agreement, without the consent of the other Members; provid4 however, that any such amendment shall not result in a reduction of any Members' Kercentage ►terest ithout such other Members written consent. 33 Liability of Manager. So long as the Manager acts in good faith with respect to the conduct of the business and affairs of the LLC, the Manager shall not be liable or accountable to the LLC or to any of the Members, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing that the Manager may do or refrain from doing in connection with the business and affairs of the LLC, except for i) willful misconduct or gross negligence or breach of fiduciary duty, and ii) breaches of contractual obligations or agreements between the Manager and the L.L.C. 3.4 Duties of Manager. The Manager shall devote such time, effort, and skill to the LLC's business affairs as it deems necessary and proper for the LLC's welfare and success. The Members expressly recognize that the Manager has substantial other business activities and agrees that the Manager and its affiliates, officers, directors, employees, and agents, as the case may be. shall not be bound to devote all of their business time to the affairs of the LLC, and the J UI Y .L GYJCJU 1J•JV I .✓JUG 1 J Manager or its affiliates may engage for their own account and for the accounts of others in other businesses or activities, even if such business or activities compete directly with LLC business or activities. The Manager shall have no duty to present to the LLC any business opportunity they become aware of even if it is directly related to or would be beneficial to the LLC. Subject to the foregoing, the Manager shall perform its duties applying his good-faith business iudgment in the best interests cif the LLC. ARTICLE IV MEMBERS AND TRANSFERS 4.1 Admission of Additional Members. The persons who are Members at any time under this Agreement shall have the exclusive right and authority to admit such additional Members into the LLC by: i) a unanimous vote of the Members upon such terms and conditions as the then Members deem appropriate, subject to the conditions hereinafter set forth, or ii) admission by Craig as provided in 1,7(a) above. 4.2 Admission Requirements. Each additional Member shall execute a counterpart of this Agreement and shall be bound by all provisions hereof, and shall execute such other documents as the LLC may deem necessary or appropriate to effect the admission of such person as an additional Member. . j 43 Restriction on Transfer of Membership Interests. Except in the case of admission of a new Member by Craig, as contemplated in 1,7(a) above, no Member shall be permitted to transfer any Membership Interest without complying with the provisions of the Buy- Sell Agreement attached hereto as FFhibit B and incorporated herein by reference. Provided however, the following transfer of a Membership Interest shall be permitted without complying with the provisions Of the Buy-Sell Agreement: (a) Any Member may transfer a Membership Interest to a spouse, child or other close family member of the Member, or to a trust of which such Member is the settlor and such Member or the spouse of such Member is trustee for the benefit of the Member's spouse or children, or to any entity or entities over which the Member or a spouse, child or other close family member of the Member shall retain control, provided in each case, that a Membership Interest so transferred shall continue to be subject to all provisions of this Agreement as if such A Membership Interest were still held by the Member, except that no further transfer shall thereafter he permitted except in compliance with Section 4.3. (b) Any admission of a Member by Craig, as contemplated in 1.7(a) above. ARTICLE V MEMBERSHIP INTERESTS 5.1 Initial Ownership. exhibit A sets forth the initial Membership Interest of each Member. ARTICLE VI ACCOUNTING AND RECORDS 6.1 Books and Records. The Manager of the LLC shall maintain at its principal place of business books of account for the LLC that shall contain an accurate record of LLC operations. Such books shall be maintained on the basis of the Fiscal Year, Each Member shall have the right, at the Member's sole expense, at any time during normal business hours to examine, copy and audit the LLC's bobks and records. 6.2 Reports. Within ninety (90) days after the end of each Fiscal Year, the Manager of the .I-LC shall provide each Member with a copy of the balance sheet of the LLC as of the last day of such year and a statement of profit or loss for the LLC for such year, including a statement showing the !allocation of all items of income, gain, loss or deduction for federal income tax purposes pursuant to this Agreement. 63 1 Tax Returns. The Manager of the LLC shall timely file the LLC's federal and all required state and local income tax returns and shall furnish each Member with a copy of each such return together with any schedules or other information which each Member may require in connection with such Member's own tax affairs. 6.4 Tax Matters Member. Craig shall be the tax matters Member required by the Code, 63 Records Required by Statute. The LLC shall always keep such records at its principal offige as is required by the Act,including but not limited to: (a) a current list of the full name and last known business address of each Member, in alphabetical order; (b) a copy of the articles of organization and the certificate of organization, and all articles of amendment and certificates of amendment thereto; (c) copies of the LLC's federal, state and local income tax returns and reports, if any, for the three most recent years; (d) copies of any then-effective written operating agreement; and (e) copies of any financial statements of the LLC for the three most recent years. ARTICLE VII CAPITAL CONTRIBUTIONS r,. 7.1 Members and Percentage Interests. Exhibit A sets forth the names and Percentage Interests of each Member. 7.2 Capital Accounts. The LLC shall establish and maintain a capital account for each Member in accordance with the Treasury Regulations in order for any allocation of taxable profits and losses provided in this Agreement to have substantial "economic effect" under the applicable Treasury Regulations, and the following adjustments shall be made to such accounts: (a) There shall be credited to each Member's Capital Account such Member's (i) Capital Contributions; (ii) share of profits; (iii) any items of income or gain which are allocated to such Member; and (iv) the amount of any LLC liabilities (determined as provided in the Code and the Treasury Regulations thereunder) assumed by such Member or to which Property distributed to such Member is subject (b) There shall be debited to each Member's Capital Account (i) the amount of money (including liabilities of such Member) assumed by the LLC as provided in the Treasury Regulations and the Code; (ii) such Member's share of the LLC's losses; (iii) any items in the nature of expenses or losses which are allocated to such Member hereof; and (iv)any distributions made to the Member. (c) There chap be credited.,in the case of an increase, or debited, in the case of a decrease, to such account such Member's share of any adjustment to the basis of LLC assets, to the extent permitted or required pursuant to the Code and the Treasury Regulations. 73 Loans Cannot be Treated as Capital Contributions. Loans or advances by any Member to the LLC shall not be considered additional Capital Contributions and shall not affect the Capital Account,balances of any Member/ exc. . a5 Q0C- ;o I.7(q) 7.4 Withdrawal of Capital. No Member shall be entitled to a return of any portion of the Member's Capital Contribution without the unanimous consent of the other Member. A Member shall not have the right to receive any property other than money as a return of any portion of the Member's Capital Contribution except as specifically provided in this Agreement, ARTICLE VI II ALLOCATIONS AND DISTRIBUTIONS 8.1 Profit and Loss Definition. "Profits" & "Losses" means, for any period, an amount equal to the Company's taxable income or loss, for such period, taking into account any separately stated tax items and increased by any tax-exempt income of the Company during such period and decreased by the amount of any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(0; provided, however, that Profits and Losses of the ... Company shall be computed without regard to items of gross income, gain, loss or deduction that are specially allocated pursuant to Exhibit C hereof. In the event that the Capital Accounts are adjusted pursuant to Section 1.1(b)(ii) or 1.1(b)(iii) of Exhibit C , the Profits and Losses of the Company (and the constituent items of income, gain, loss and deductions) realized thereafter shall be computed in accordance with the principles of Regulation Sections 1,704-1(b)(2)(iv)(g). 8.2 Certain Matters. The allocations contained in sections 8.5 and 10.1 are intended to comply with Section 704(b) of the Code, including the requirement thereunder that Iiquidating proceeds be distributed in accordance with the Members' Capital Accounts. The allocation provisions of section 8.5 and 10.1 shall be changed to the extent that the II 's accountant and/or 7 advises L LLC that such L J J_ 1 Code light of counsel the change is required under the Code in light the manner in which the Members have agreed to bear losses and to share distributions hereunder. 8.3 Allocation of Taxable Income, Gain, Loss, Deductions and Credits. Taxable income, gain, loss, deductions and credits (and any item thereof) shall be allocated among the Members in the same manner as under Section 8.5 except as otherwise required under Section 704(c) of the Code. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value(computed in accordance with Section 1.1(b) of Exhibit C hereof). In the levent the Gross Asset Value of any Company asset is adjusted pursuant to Section 1.1(b) of Exhibit C hereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 8.3 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any person's Capital Account or share of Profits,Losses, other items, or distributions pursuant to any provisions of this Agreement. 85 !Allocation of Profits and Losses. After giving effect to the special allocation contained in Exhibit C,Profits and Losses for any Fiscal Year shall be allocated as follows: (a) Profits of the LLC shall be allocated in the following manner and order of priorities: (i) first, to the Members, on a pro rata basis in accordance with their Percentage Interest until the cumulative Profit allocated to each Member pursuant to this clause (i) for such year and all prior years equals the cumulative Loss allocated to each such Member for all prior years; r-. (ii) second, 100% to Craig, until the cumulative amount allocated to Craig pursuant to this clause (ii) for such year and all prior years equals the cumulative Priority Return for such year and all prior years; (iii) third, 100% to any newly-ad nirted Member admitted by Craig pursuant to 1.7(a), until the cumulative amount allocated to such Member pursuant to this clause (iii) for such year and all prior years equals the cumulative priority return (as determined by Craig) for such year and all prior years; and (iv) fourth, to the Members, on a pro rata basis in proportion to their Percentage Intetrests. (b) Losses of the LLC shall be allocated among the Members pro rata in proportion to their Percentage Interests. (c) In the event that the allocation of Losses pursuant to Section 8.5(b) above would result in a Member having an Adjusted Capital Account Deficit at the end of any Fiscal Year and at such time there are other Members who will not, as a result of such allocation, have an Adjusted Capital Account Deficit, then all Losses in excess of the amount which can be allocated until the foregoing circumstance occurs shall be allocated among the Members who do not have Adjusted Capital Account Deficits on a proportionate basis according to their Percentage Interests until each such Member would similarly be caused to have an Adjusted Capital Account Deficit. At such time as a further allocation of Losses can not be made without causing some Member to have an Adjusted Capital Account Deficit, then all remaining Losses for such fiscal year shall be allocated in accordance with the ratio described in Section 8.5(b) above. (d) If a Member's Interest changes during any year, each Member's distributive share of Profitsand Lasses for such year shall be determined by using any permissible method that is provided for fin the Code and the Treasury Regulations issued thereunder. ;S.6 Craig Priority Balance, Net Cash from Operations, Sales or Refinancings. ( ) Unless otherwise determined by the mutual agreement of the Members and as provided in Section 8.6 hereof, the LLC shall make cash distributions to Craig (or any new Member admitted by Craig per 1.7(a)) on a quarterly basis on the last day of each calendar quarter until such time'as to reduce the amount of the Craig's Unreturned Capital (or new Member(s)' unremmed capital, as the case may be) (and the Priority Return thereon), (representing a cash priority return and not a return of capital) to $0 (the balance as of any given date of Craig's Unreturned Capital (or newly admitted Member, as the case may be) plus the accrued Priority Return as of such date, is herein referred to as the "Craig Priority Balance" or "Newly Admitted Member's Priority Balance", as the case may be); provided, however, that in no event shall any such distribution be made to Craig or such newly admitted Member, if such distribution is prohibited by any agreement of the LLC with any financial institution. In no event shall any distributions be made to the Members until distributions have been made to Craig (or any new Member admitted by Craig per 1.7(a)) in an amount sufficient to reduce the amount of the Craig Priority Balance and/or any Newly Admitted Member's Priority Balance to$0. (b) "Net Cash from Operations and Net Cash from Sales or Refinancings" shall be distributed to all Members, at such times and in such amounts as the Manager may determine, (i) first, to Craig in an amount equal to the Craig Priority Balance or Newly Admitted Member's Priority Balance, as the case may be, (ii) second, pro rata in accordance with their Percentage Interests (such distribution under this Section 8.6(a) being herein referred to as the "Pro Rata Distribution"). All amounts distributable above shall be subject to (i) the payment of the Craig Priority Balances required under Section 8.6(a), and (ii) the setting up of any reserves that the Manager deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the LLC. Provided however, until Craig is paid in full for the amount of the Craig Priority Balance, all Net Cash from Operations and Net Cash from Sales or Refinancings shall be paid to Craig in accordance with Section 8.6(a)hereof. (c) "Net Cash from Operations" means the gross cash proceeds from LLC operations, including, without limitation, distributions in respect of any partnership interests, decreased by LLC operating expenses and debt service obligations and decreased or increased by amounts that are,placed in or released from, as the case may be, a reserve that the Manger deems reasonably necessary. (c) "Net Cash from Sales and Refinancings" means the net cash proceeds received by the iLLC from sales (other than sales in the ordinary course of business), other dispositions (including condemnation) or refinancings of, or capital transactions with respect to, the LLC Property, decreased by amounts that are required to be placed in any reserve that the Manager deems reasonably necessary. (dr) Distribution Rules. Subject to the Craig Priority Balance required under this Section 8.6, distributions pursuant to Article IV shall be made annually with respect to each Fiscal Year of the Company in the first quarter of the following Fiscal Year in such amounts as the Manager shall determine or at such other times and in such amounts as the Members shall determine by majority vote; provided, however, that by no later than ninety (90) days following the end of each Fiscal Year of the Company, the Company shall endeavor to make a distribution to each Member in the amount of the Maximum Tax Rate multiplied by the Member's allocable share of Taxable hncome (if this amount is a positive number) in such Fiscal Year (the "Year End Tax Distribution''), or, if a Member shall be required to make quarterly estimated tax payments in respect and attributable to such Members allocable share of the Taxable Income, then by no later than fifteen,(15) days following the end of such tax quarter, the Company shall endeavor to make distributions to each Member in the amount of the Maximum Tax Rate multiplied by the Member's allocable share of Taxable Income in such tax quarter ( the "Quarter End Tax Distributions"). Further provided, that notwithstanding anything to the contrary herein, the Manager shall be authorized to make distributions of funds in such amounts and at such times as the Manager shall solely determine for the purposes of reducing the Craig Priority Balance in accordance with Section 8.6(a). Any Year End Tax Distribution shall be reduced by the aggregate of the tax quarter payments previously distributed with respect to such Fiscal Year's Taxable Income. All distributions made under Section 8.6(b) shall take into account all prior distributions made to the Members, including any Year End Tax Distribution and Quarter End Tax Distribution made under this Section 8.6(e). 8.7 Intention of Members. The Members acknowledge that it is their intent that the LLC will be considered a "partnership" under subchapter K of the Code and that the LLC will VI} 1J L•JCJV 1V•CJ1 I . 1�• 1J • not be subjected to any federal or state income taxation. In accordance with the foregoing, the Members agree that the provisions of the Tax Compliance Addendum, attached hereto as Exhibit C, shall be incorporated herein by this reference. If, as a result of changes in the Code, Treasury Regulations, or otherwise, tax counsel to any Member advises that the LLC is or may become subject to federal income taxation, all Members agree to use reasonable best efforts to amend this Agreement, modifythe form of business entity, or take any other reasonable action necessary to achieve the Members' intention, provided that such action shall not materially adversely change the approval rights or liability of the Members. ARTICLE IX DISSOLUTION 9.1 Events of Termination. The LLC shall be dissolved upon the occurrence of the first to happen of zany of the following events: (a the unanimous consent of the Members; (b the entry of a decree of judicial dissolution as provided by the Act; (c) the bankruptcy of the LLC; or (d0 as otherwise required by Virginia law or other specific provisions of this Agreement. 9.2 No Dissolution Upon Event of Withdrawal. The LLC shall not be dissolved upon the occurrence of any of the following events: the death, resignation, withdrawal, expulsion, bankruptcy, dissolution or liquidation of a Member, or any other event that terminates the continued membership of aMember ("Event of Withdrawal"). The occurrence of an Event of Withdrawal shall constitute a transfer pursuant to the Buy-Sell Agreement attached hereto as Exhibit B_and shall require compliance with the provisions thereof. 93 Bankruptcy. "Bankruptcy" with respect to any Member or the LLC means any of the following: • (a) Filing a voluntary petition in bankruptcy or for reorganization or for the adopting of an arrangement under the Bankruptcy Code or similar state statutes for the relief of debtors or an admission seeking the relief provided therein; (b) Existence of an involuntary petition in bankruptcy or for reorganization or other arrangement under the Bankruptcy Code or similar state laws for the relief of debtors that is not dismissed within 120 days of filing of the same; (c) Making a general assignment for the benefit of creditors; (d) Such person consenting to, or, without such consent, the appointment by court order of, a receiver, trustee or custodian for all or a substantial portion of such person's property, and in the case of an involuntary appointment, such appointment is not dismissed or terminated within 120 days; (e) The assumption of custody of, or the sequestration by a court of competent jurisdiction of, all or substantially all of such Person's property. 93 Withdrawal. A Member may not resign and withdraw from membership in the 111' or voluntarily liquidate except upon the unanimous approval of the other Members. ARTICLE X WINDING UP 10.1 Winding up. (a) General. Upon the dissolution of the LLC, the LLC shall continue solely to wind up its affairs in an orderly manner, to liquidate its assets, to satisfy the cls+ims of its creditors, and to distribute its remaining assets to its Members. The Manager shall liquidate the assets of the LLC as promptly and in such manner as is in the Manager's reasonable discretion consistent with obtaining the fair market value thereof, given the relevant market and general economic conditions and consistent with the Manager's fiduciary duty, and shall apply the proceeds therefrom as follows: (i) First, to the payment and discharge of all of the LLC's debts and liabilities to secured creditors, including Members who are secured creditors; (ii) Second, to the payment and discharge of all of the LLC's debts and liabilities to unsecured creditors,including Members who are unsecured creditors; (iii)Third, to the creation of any reserves that the Manager deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the LLC; (iv) Fourth, to the payment and discharge of the Craig Priority Balance; (v) Fifth, to the payment and discharge,pro rata, of all of the LLC's debts and liabilities to the Members; • (vi) Sixth, the balance, if any to the Members pro rata in accordance with their Capital Accounts, (b) Special Treatment. Notwithstanding Section 10.1(a) of this Agreement, if the Members deem it appropriate they may distribute T_1 P assets to a trust established for the benefit of the Members for any one or more of the purposes of liquidating the assets, collecting amounts owed to the LLC, paying contingent or unforeseen liabilities of the LLC, providing a reasonable reserve for LLC liabilities, or collecting the balance on any installment obligations owed to the LLC. The funds in any such trust shall be distributed to the Members as soon as practicable. 10.2 Termination. Within a reasonable time following the completion of the liquidation of the LLC, the Manager shall supply to the Members a statement prepared by a firm of certified JMY 1V GCJfJV 1uuL public accountants setting forth the assets and liabilities of the LLC as of the date of complete liquidation and such Member's portion of the distribution therefrom. Upon completion of the liquidation and distribution of assets, the LLC shall terminate and the Manager shall execute and file a Certificate of Cancellation of the LLC and take all such other steps and execute and file all such other documents as may be necessary to complete the liquidation and termination. 10-3 Deemed Liquidation. If the LLC is deemed to be liquidated for federal income tax purposes within the meaning of the Treasury Regulations, but the Members have unanimously determined,in writing to continue the business of the I:LC, the LLC shall continue without winding up or liquidation and the new limited liability company or other entity deemed to have been created for federal income tax purposes shall be governed by the terms of this Agreement. 10.4 Members' Rights. Except as otherwise specifically provided in this Agreement, a Member has no right to receive property other than money as a distribution from the LLC, has no priority over any other Member with respect to distributions, allocations, or the return of Capital Contributions, and has the right only to assets of the LLC for a return of the Member's Capital Contribution. ARTICLE XI MISCELLANEOUS 11.1 Notices. All notices or other communications to, upon, or between the respective parties hereto shall be in writing and shall be delivered by hand or sent by facsimile transmission or certified mail, postage prepaid and return receipt requested, or a nationally recognized overnight delivery service that provides a receipt for delivery, addressed to the LLC at its principal office and to each Member at the Member's address as shown upon the records of the LLC, or to such other address as dither party may from time to time designate in writing by a written notice to that effect. Notices and other communications given by hand, facsimile transmission or overnight delivery service shall be deemed to be effective upon the date of receipt by the addressee, and notices, offers, acceptances and other communications given by certified mail shall be deemed to be effective upon the third business day after the date of deposit in the United States mail in accordance with the provisions of this paragraph or the date of receipt by the addressee, whichever is sooner. 114 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the parties' hereto and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. 11.3 Headings. Article, section and paragraph headings used in this Agreement are for reference purposes only and do not describe, interpret, define or limit the scope, intent or meaning of this Agreement. 11.4 Severability. Every provision of this Agreement is severable and the illegality, invalidity or unenforceability for any reason of any provision of this Agreement shall not affect the legality, validity or enforceability of this Agreement or any other provision thereof. 11.5 Pronouns. All pronouns and variations thereof shall be deemed to include all genders and the singular and plural as the context and the identity of the person require. • 11.6 Amendment. This Agreement or the Articles of Organization may only be amended or modified by a writing executed and delivered by all of the Members; provided however, that for so long as Hunter E. Craig is the Manager, Hunter E. Craig shall have the exclusive power and authority to amend or modify this Operating Agreement, without the consent of the other Me .. L -cs; provided however, that any such amendment shall not result in a reduction of any Members', entage.] terest et E,, without such other Members written consent. 11.7 ,Attorneys'Fees. In the event that any party should institute suit for any relief under this Agreement against another party,the losing parry shall pay to the prevailing party all reasonable expenses and court costs, including reasonable attorneys' fees, incurred by the prevailing party, which shall be!deemed to have accrued on the date such suit is instituted and shall be enforceable even though such suit is not prosecuted to judgment_ 11.8 Governing Law and Venue, This Agreement and the rights and obligations of the Members hereunder and the existence and administration of the LLC shall be governed and construed in accordance with the laws of the Commonwealth of Virginia, exclusive of its conflict of laws provisions. The parties hereto contemplate that substantial performance of this Agreement shall occur within the Commonwealth of Virginia. Any cause of action arising from or relating to this Agreement or the performance hereof shall be filed either in state court in the Circuit Court for the City of Charlottesville. Virginia, or in federal court in the United States District Court for the Eastern District of Virginia. 11.9 Further Documents. The Members hereby agree that they shall hereafter join in and execute arid deliver all such additional instruments or documents, provide all such further information, and otherwise take all such further actions, not inconsistent with the terms of this Agreement, as the Manager may from time to time reasonably request or as otherwise may be necessary or appropriate to carry out the intent and purpose of this Agreement. In particular, the Members agree that they shall from time to time execute and deliver any necessary certificates attesting as to the identity and authority of the Manager as may be requested by third parties. 11.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall lle deemed to be an original, but all of which shall together constitute one instrument, notwithstanding the fact that not all parties may have executed the same counterpart. 11.11 Entire Agreement, This Agreement as it may be amended in writing from time to time, constitutes the entire Agreement among the Members and supersedes any other prior operating agreements, understandings, negotiations, and discussions whether oral or written, of the parties regarding the LLC, 11.12 Application of the Act. To the extent permitted by the Act, the provisions of this Agreement shall take precedence over any contrary provision of the Act. 11.13 Indemnification. (a) The LLC shall indemnify an individual made a party to a proceeding because he is or was a Member or Manager of the LLC against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the LLC, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination of whether a Member or Manager has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The LLC indemnify U) may not �l� irl connection with a proceeding by or in the right of the LLC in which the Member or Manager was adjudged 'liable to the LLC, or (ii) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. (b) The LLC shall pay for or reimburse the reasonable expenses incurred by a Member or Manager who is a party to a proceeding in advance of final disposition of the proceeding if(i)the Member or Manager furnishes the LLC a written statement of his good faith belief that he has met the standard of conduct described herein, (ii) the Member or Manager furnishes the LLC a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification, (c) All terms defined in Article 10 of the Virginia Stock Corporation Act (Chapter 9 of Title 13.1) as adopted by reference in the Act and as enacted and in effect on the date hereof, shall have the same meaning when used in this Section. In the event that any provision of this:Section is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this Section shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Section shall not adversely affect any right Or protection of a Member or Manager of or with respect to any acts or omissions of such Member.or Manager occurring prior to such amendment or repeal, Notwithstanding the foregoing, payments under this Section with respect to a claim for indemnification shall be reduced to the extent the Member or Manager has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. icha . Koro JUI'r .) .YJYJV iV•V'� • Hunter E. Craig /� A. A / 1 Steven W. Blaine 1 1 TOTAL P. 19