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HomeMy WebLinkAboutSUB202000206 Other 2021-09-08Cameron Langille From: David Mitchell <david@southern-classic.com> Sent: Wednesday, September 8, 2021 5:11 PM To: Andy Herrick; Cameron Langille; Matthew Wentland Cc: Peter J. Caramanis Subject: Fw: North Pointe Declaration Attachments: North Pointe maintenance_instrument_review_checklist-CAO.response 210908.docx; North Pointe Master Declaration 210908.docx CAUTION: This message originated outside the County of Albemarle email system. DO NOT CLICK on links or open attachments unless you are sure the content is safe. Cameron. See below. Looks like we are god to go on the HOA Docs. We have no objection to Andy's additions. Does the County need a signed copy? Matt, I suppose the County Deeds for Phase 1A Drainage/Maint etc. is all that is left? Happy to sign them (and the Plat) ASAP! Andy. Thx for getting this reviewed.... All the lots in Phase 1A are "sold" to future residents and the builders are ready to start construction. Thanks David G. Mitchell From: Pete Caramanis <pcaramanis@rc.law> Sent: Wednesday, September 8, 20214:46 PM To: David Mitchell <david@southern-classic.com> Subject: FW: North Pointe Declaration David, See below and attached for County Attorney comments. It looks like we're good unless you have any issues with the language he added to Section 8.03. Looks fine to me. Their comments claim that our "new revisions" made things better, even though all I did was point out what was already there. The "addition" of Improvements they reference was not an addition - it was already there. Anyway, at least we have comments and it seems a final version unless you or staff have further comment. Pete I� ROYER CARAMANIS Peter J. Caramanis Attorney at Law pcaramanis@rc.law Royer Caramanis PLC 200-C Garrett St. Charlottesville, VA 22902 (434) 260-8767, x302 (434) 710-4061 Fax NOTICE: This electronic mail transmission may constitute an attorney -client communication that is privileged at law. It is not intended for transmission to, or receipt by, any unauthorized persons. If you have received this electronic mail transmission in error, please delete it from your system without copying it, and notify the sender by reply e-mail, so that our address records can be corrected. Thank you. &St T Laws�noa�u�o r, '3 �wrr A77W4Y rK armww 4 � From: Andy Herrick <aherrick@albemarle.org> Date: Wednesday, September 8, 2021 at 11:46 AM To: Pete Caramanis <pcaramanis@rc.law> Subject: North Pointe Declaration Pete, I understand that you've been involved with the North Pointe Master Declaration. As you may know, County review of private covenants is generally not required unless those covenants are offered in satisfaction of County Code § 14-317, as they were with North Pointe. I see that we've each made comments on the § 14-317 checklist Thanks for the subsequent revisions to the draft Master Declaration that bring that Declaration closer to satisfying those requirements. As reflected on the attached checklist, after your most recent conmfents and revisions, I thought that the only outstanding requirement was § 14-317 (A) (5), which requires a description of the condition that the required improvements are to be in when the surety is released. Though I think that you and I both lack specifics regarding each Improvement, I've asked CDD staff to compile a list, which I've suggested as a proposed addition to Declaration Section 8.03 (also attached). We're open to alternate description(s) as long as it/they describe(s) the condition the improvements are to be in when the surety is released, as required by County Code § 14-317(A)(5). Again, I think that the revised Master Declaration is close to satisfying the requirements of County Code § 14-317. Let me know of any questions. Thanks. Andy Herrick Deputy Comity Attorney Albemarle Comity ahemck@albemarle.org 434-972-4067 401 McIntire Road, Suite 325, Charlottesville, VA 22902 Notice: This message is for the intended recipient only. It likely is protected by the anomey-chen t privilege. If you have received this message in error, please call (434) 9724(167 immiediarely, report your receipt of this email, and promptly delete the email from all sources on your computer. If you are a client, you should maintain this emairs contents in confidence to preserve its protected status. Thank you. Prepared by: Peter J. Caramanis (VSB No. 43447) ROYER CARAMANIS PLC 200-C Garrett St. Charlottesville, VA 22902 Tax Map 32, Parcels 20, 20A, 20A1, 20A2, 2OA3, 23, 23B, 23C, 23D, 23E, 23F, 23G, 2311, 23111, 23J, 29I NORTH POINTE MASTER DECLARATION OF COVENANTS AND RESTRICTIONS THIS MASTER DECLARATION OF COVENANTS AND RESTRICTIONS (the "Declaration") is made as of the day of 1 20� by NORTH POINTE CHARLOTTESVILLE, LLC, a Virginia limited liability company ("Declarant"), and NORTH POINTE OWNERS' ASSOCIATION, a Virginia non -stock corporation ("Association"), each a Grantor and Grantee for indexing purposes. WITNESSETH: ARTICLE I Section 1.01. Propeny. Declarant is the owner of various tracts of real property, located in Albemarle County, Virginia, known as Tax Map 32, Parcels 20, 20A, 20A1, 20A2, 20A3, 23, 23B, 23C, 23D, 23E, 2317, 23G, 2311, 23111, 23J, and 29I, and more particularly described and shown as the shaded parcels on that certain plat entitled "North Pointe Middle and Northeast Residential Subdivision, prepared by Townes Site Engineering, dated April 27, 2016 and last revised December 16, 2016 (the "Plat"), a copy of which is attached hereto as Exhibit A, recorded herewith, and incorporated herein by reference. Section 1.02. Sites. The Property is planned for future division into certain blocks or areas (each individually, a "Site" and collectively, the "Sites"). Such Sites shall be created by the recordation of a subdivision or boundary line adjustment plat in the Circuit Court Clerk's Office of Albemarle County, Virginia (the "Clerk's Office"), and may include a single tract of land or multiple lots within a larger tract, all of which shall remain subject to this Declaration. Each Site shall be restricted to a certain use including single-family detached and attached residential, multi -family residential and commercial. Any Site, or a combination of Sites with like uses, not owned by a single owner shall be governed by separate Sub - Associations as set forth herein and in separate declarations to be recorded in the Clerk's Office. ARTICLE II GENERAL PROVISIONS Section 2.01. Establishment of Covenants. Declarant declares that the Property and any portion thereof shall hereafter be held, transferred, sold, leased, conveyed and occupied subject to the covenants set forth herein, which covenants shall inure to the benefit of, and pass with, each and every parcel of the Property, and be binding on the heirs, assignees, and successors in interests of any Owner thereof. Page 1 of 22 Section 2.02. Purpose of Covenants. The general purpose of this Declaration is to insure that the Property shall be developed, improved, used in such a manner that: (a) Improvements located on the Property will provide a harmonious and appealing appearance and function; (b) Land uses and functions on the Property will be complementary; (c) Owners shall share the cost and responsibility for maintenance of Common Areas and stormwater facilities on the Property; and (d) Future Owners of land within the Property will be reasonably protected against any use of other land located therein that might unreasonably depreciate or detract from the value and use of future Owners' land. The specific purpose of this Declaration is to provide a means for creating, maintaining, controlling, and preserving the Property as a high -quality mixed -use development consisting of medical, office, residential and commercial/retail uses, as may be permitted by applicable zoning classifications. It is the intent of the Declarant that the Property shall be developed substantially in accordance with the standards set forth in this Declaration and the plans for the Property as approved by the County of Albemarle, as may be amended from time to time. Section 2.03. Additional Property — Annexation, Withdrawal. Declarant reserves the right, at any time and from time to time, in its sole but reasonable discretion, to add to the Property other land which may be hereafter acquired by Declarant or otherwise made subject to this Declaration. Declarant may add Annexed Land to this Declaration by recording a Supplemental Declaration in the Clerk's Office, and upon the recording of such Supplemental Declaration, this Declaration shall, except to the extent otherwise expressly provided in such Supplemental Declaration, apply to the Annexed Land in the same manner as if it were originally covered by this Declaration; and thereafter, the rights, powers, and responsibilities of Declarant and the Owners shall be the same as with respect to the Property, and the rights, privileges, duties, and liabilities of the Owners of Sites within the Annexed Land shall be the same as in the case of the Property. Declarant shall have the right to withdraw any land from this Declaration which remains owned by Declarant and which contains no Common Area or Limited Common Area at the time of its withdrawal; provided, however, Declarant may not withdraw any portion of the Property if such withdrawal were to limit or restrict the use of any other portion of the Property without the consent of the owner of such affected portion of the Property. Section 2.04. Definitions. (a) Annexed Land. "Annexed Land" means land which may be hereafter made subject to the Declaration pursuant to Section 2.03. Page 2 of 22 (b) Apartment Property. "Apartment Property" means that portion or portions of the Property identified for apartment use on the Plat, including any plat attached to a Supplemental Declaration. (c) Association. "Association shall mean North Pointe Owners' Association, a Virginia non -stock corporation. (d) Clerk's Office. "Clerk's Office" shall mean the Clerk's Office of the Circuit Court of Albemarle County, Virginia. (e) Commercial Property. "Commercial Property" means that portion or portions of the Property identified for commercial use on the Plat, including any plat attached to a Supplemental Declaration. (f) Common Area. "Common Area" shall mean and include all areas shown on the Plat or on any plat attached to a Supplemental Declaration as "common area," including all Improvements thereon, all walking trails serving the Property, any roads and sidewalks which are not dedicated as public, and all stormwater facilities serving the Property. Common Area shall not include those areas shown on the Plat as "limited common area," which shall be made subject to use and maintenance by only certain Sub-Association(s) of the Association. (g) County. "County" means Albemarle County, Virginia. (h) Declarant. "Declarant" shall mean North Pointe Charlottesville, LLC, a Virginia limited liability company, its successors and assigns. (i) Improvements. "Improvements" shall mean and include, without limitation, buildings, outbuildings, underground installations, slope alterations, roads, driveways, parking areas, fences, screening walls, retaining walls, stairs, decks, windbreaks, plantings, planted trees and shrubs, poles, signs, utilities, irrigation and stormwater systems, walkways, walking trails, sidewalks, loading areas, and all other structures or landscaping improvements of every type and kind. 0) Limited Common Area(s). "Limited Common Area" shall mean each area shown and labeled on the Plat as "limited common area," which shall be made subject to use and maintenance by only certain Sub-Association(s) of the Association. (k) Occupant. "Occupant" shall mean any person, corporation, business entity, partnership, or organization who or which has purchased, leased, rented, or is otherwise legally entitled to occupy and use any Site or part thereof. (1) Owner. "Owner" shall mean and refer to the record owner, which may include the Declarant, whether one or more persons or entities, of fee simple title to any Site, and for any Site owned by multiple individual owners, as on the Residential Property, Owner shall mean the Sub -Association for such Site for purposes of this Master Declaration. Page 3 of 22 (m) Property. "Property" means the Property as defined in Section 1.01 hereof and any Annexed Land. (n) Residential Property Single Family. "Single Family Residential Property" means that portion or portions of the Property identified for single family residential use on the Plat, including any plat attached to a Supplemental Declaration. (o) Residential Property Atttached. "Attached Residential Property" means that portion or portions of the Property identified for Attached residential use on the Plat, including any plat attached to a Supplemental Declaration. (p) Site. "Site" shall mean each of the blocks identified on the Plat as described in Section 1.02, including any plat attached to a Supplemental Declaration. (q) Sub -Association. "Sub -Association" shall mean those associations established to govern individual or groups of Sites within the Property based on common usage type. Among these Sub - Associations are North Pointe Commercial Owners' Association, North Pointe Single Family Homeowners' Association, North Pointe Attached Residential Homeowners' Association and North Pointe Multi -Family Association. (r) MOT. "VDOT' means the Virginia Department of Transportation, its successors and assigns. (s) Zoning Proffers. "Zoning Proffers" means those proffers applicable to the Property as approved by the County and as may be amended from time to time. ARTICLE III PERMITTED AND PROHIBITED USES Section 3.01. Permitted Uses. North Pointe is to be a high -quality planned, mixed -use development, as permitted by applicable zoning classifications, and which is, in the opinion of Declarant, harmonious with the intent of this Declaration. All uses permitted on the Property shall be subject to the zoning ordinances of the County or other governmental authority having jurisdiction over the Property. The Property or a Site within the Property may be subject to Zoning Proffers. Any applicable Zoning Proffers shall be deemed to be a part hereof to the same extent as if set forth fully herein. Any request for a change in zoning classification is subject to approval by Declarant, in Declarant's sole but reasonable discretion. Declarant may withhold its approval of a change in zoning classification if, and only if, a change in zoning classification would have the effect of limiting or restricting the use of any other portion of the Property. Declarant may rezone any portion of the Property owned by Declarant, as Declarant shall determine in its sole but reasonable discretion; provided, however, Declarant may not rezone a portion of the Property owned by Declarant if it were to limit or restrict the use of any other portion of the Property without the consent of the owner of such affected portion of the Property. The Apartment Property shall Page 4 of 22 be used for multi -family rental use. The Commercial Property shall be used for commercial use. The Residential Property shall be used for attached or detached single-family residential use as indicated on the Plat. Section 3.02. Prohibited Uses. No operation or use shall be permitted or maintained on any portion of the Property and Sites therein which causes or produces any of the following effects discernable outside of buildings or adversely affecting any other portion of the Property or Sites therein: (a) Noise or sound that is objectionable because of its volume, duration, intermittent beat, frequency or shrillness, provided that construction -related noises and the use of generators shall not be a violation of this subsection; (b) Smoke; (c) Noxious, toxic, or corrosive fumes or gases; (d) Obnoxious odors; (e) Dust, dirt or fly ash, except as may be unavoidable due to construction; (f) Unusual fire or explosive hazards; (g) Vibration, except as may be unavoidable due to construction; (h) Any other activity which creates a nuisance or is not harmonious with the intent of this Declaration, excluding temporary instances of such activity unavoidable due to construction on the Property or any Site(s) therein. Section 3.03. Site Maintenance. (a) Vacant Site. The Owner of every Site or part thereof shall, after acquisition and before commencement of construction, keep its Site free of trash and debris, if the Site is wooded, and if the Site has been cleared, keep its Site free of trash, debris, weeds, and underbrush, and shall have said Site mowed regularly so that it will at all times present a neat and attractive appearance. Sub -associations may delegate these responsibilities in the declaration for their Site to individual owners of lots within that Site as applies to the lot(s) owned by such individual owners. (b) Improved Site. The Owner of every Site or part thereof shall, during and after completion of construction, at all times keep its Site, or portion thereof, Improvements (excluding any Improvements designated as Common Areas) and appurtenances in a safe, clean, wholesome condition consistent with the terms and conditions of this Declaration and any Supplemental Declaration thereto, and comply in all respects with all governmental, health, fire and police requirements and regulations and shall remove at its own expense any rubbish of any character whatsoever which may accumulate on its Site or part thereof Each Owner shall keep each building located on its Site properly maintained and adequately Page 5 of 22 painted or otherwise finished. All exterior surfaces shall be cleaned and painted regularly, including removal of graffiti. No damaged, faded, or obsolete sign shall be allowed to remain on any Site, and if a sign is removed, the area where the sign was located must be made presentable as approved by Declarant. All asphalt or concrete paved surfaces shall be regularly swept and maintained and shall be resurfaced or sealed as needed. All potholes within a Site shall be promptly repaired. All sand, salt and other chemicals shall be removed and paved areas cleaned after any snow or ice has melted as necessary to keep such areas free of excess sand, salt or other chemical and in all events such areas shall be cleaned by April 1 of each year. All Sites shall be maintained to prevent silt, dirt, mud, sand or other solid runoff from entering into the stonnwater drainage system for the Property. Any damage to stormwater facilities caused by the violation of this requirement shall be the responsibility of the offending party to correct, and such offending party shall indemnify and hold harmless Association and Declarant from any obligation or liability associated with the offending parry's breach of the requirements of this Section. (c) Common Area. The Owner of any Site or part thereof covenants that it shall, during and after completion of construction, at all times use reasonable care not to damage the Common Area. Any Owner causing such damage shall promptly repair the damage at such Owner's expense. Any damage to Common Area caused by the violation of this requirement shall be the responsibility of the offending party to correct and such offending party shall indemnify and hold harmless Association and Declarant from any obligation or liability associated with the offending party's breach of the requirements of this Section. (d) Failure to Comply. In the event any Owner fails to comply with any or all of the aforesaid requirements as reasonably determined by Declarant or the Association, as the case may be, within thirty (30) days after written to the Owner of such failure to comply, the Declarant or the Association shall have the right, privilege, and license to enter upon the Site and make any and all corrections and improvements that may be reasonably necessary to meet such requirements, all at the sole cost and expense of such Owner. If any such cost is not paid within thirty (30) days after such Owner is notified of the amount via written notice, it shall become a lien upon the Site and be enforceable as provided in Section 8.07. Section 3.04. Use of Stone Detention Basins. Except with the written consent of the Declarant or the Association, which consent may be granted or withheld in their full and absolute discretion, and to the extent such areas are located on a Site not owned by the Declarant or the Association, the written consent of the Owner of such Site, which consent may be granted or withheld in its full and absolute discretion, the stone detention basins and other lakes, ponds or BMPs located on the Property shall not be entered by any Owner or Occupant or their respective tenants, employees, agents, licensees, contractors or invitees for swimming, boating, fishing, or any similar use, it being the intent of this Declaration that all such stone water detention basins, lakes, ponds, BMPs, or environmentally restricted areas are to be passive amenities unless otherwise so provided for by the Declarant or the Association. Page 6 of 22 Section 3.05. Environmental Protection. applicable federal, state and local governmental environmental protection in relation to their Site. Owners and Occupants shall comply with all statutes, ordinances, and regulations pertaining to Section 3.06. Grant of Easements. Each Owner, Occupant, and their respective employees, invitees, licensees, contractors, and agents are hereby granted a non-exclusive easement on, over and across all Common Areas regardless of which Site they may sit upon, excluding Limited Common Areas, unless the right to access and use such Limited Common Areas is separately provided in this Declaration, a Supplemental Declaration or a declaration of any Sub -Association for a particular Site or Sites. Such easement shall be limited to uses which do not adversely impact others' rights to use such Common Areas and which do not create a nuisance to any other Owner or Occupant. ARTICLE IV Section 4.01. Declarant Approval. The site plan and construction plan for each Site or part of a Site must be submitted to Declarant and approved by Declarant prior to the commencement of any construction on the Site. Declarant's review may include and Declarant's approval may be conditioned upon setbacks from front, side and rear lot lines, proposed use, layout of improvements, location and amount of parking, landscaping, shape and size of the Site, aesthetics, use and layout of other Sites in the vicinity, and such other considerations as are deemed relevant by Declarant. If the declaration for a given Site provides for architectural review and approval by Declarant or by a Sub -Association, and the initial, general development plan for that Site has been approved by Declarant pursuant to this section, then construction on individual lots within that Site shall not require approval under this Section. Section 4.02. Completion of Construction. Once an Owner commences construction of Improvements on a Site, as approved pursuant to Section 4.01, above, the Owner shall diligently pursue construction to completion and the Owner shall not allow construction to stop without the prior written consent of Declarant. Improvements shall not remain in a partly finished condition longer than reasonably necessary for completion thereof In the event construction is discontinued due to force majeure events such as strikes, labor disputes, fires, national or state emergencies, critical material shortages, acts of God, governmental restrictions or other reasons beyond the control of the Owner, this prohibition shall not apply so long as the Owner notifies Declarant via written notice of the reason for the discontinuance and the anticipated amount of time before construction will continue. Notwithstanding the foregoing, a force majeure event which generally exists but which does not directly limit Owner's ability to continue construction shall not relieve Owner from its obligations under this Section. All construction shall be confined to an Owner's Site and no construction or building materials, vehicles, or mobile buildings shall be located or stored within the roads or Common Areas on the Property, unless otherwise approved by the Declarant. The Owner of every Site, or part thereof, shall at all times keep streets and stormwater drainage areas free from any dirt, mud, garbage, trash or other debris which is occasioned by construction of Improvements. All construction materials, equipment, and debris, including, without limitation, construction trailers and other land -disturbing activities, shall be removed promptly after completion of the Improvements on the Site. Page 7 of 22 Section 4.03. Excavation. No clearing or excavation shall be made except in connection with the construction, maintenance, or repair of an Improvement; and upon completion thereof, exposed openings shall be backfilled, and disturbed ground leveled, graded, and seeded as provided on the plans for landscaping required by Section 4.04 hereof. If any work is required to be done in any existing paved areas, the work shall be coordinated so as to minimize the disruption of traffic for other Owners and Occupants and their employees, contractors, tenants, licensees, and invitees, and upon completion of the work any excavated areas shall be backfilled and paved in a manner so as to match the existing pavement. Section 4.04. Landscaping. (a) Every Site shall be landscaped according to plans approved as specified herein and routinely maintained thereafter in a well -kept condition. The Owner of every Site or part thereof shall landscape and maintain all areas between the property lines and the building(s) in accordance with a landscaping plan approved by the Declarant, such approval not to be unreasonably withheld, conditioned, or delayed. If an Owner's landscaping plans are approved by the County, Declarant may only withhold its approval for such plans if the plans are inconsistent with the landscaping for the remainder of the Property. Once landscaping plans have been approved by Declarant, no healthy tree having a trunk diameter of three (3) inches or more at a point two (2) feet above ground level shall be removed without the prior written consent of the Declarant which consent may be withheld in the sole but reasonable discretion of Declarant; provided, however, that such trees may be removed by an Owner if replaced by plant material as shown on the prior approved landscaping plan. Any dead, diseased, or dying trees and shrubs shall be removed no later than forty-five (45) days after the Owner receives notice from Declarant that such landscaping must be removed. If the dead, diseased, or dying trees or shrubs are reflected on the approved landscaping plans, replacements of the prior approved material or material otherwise reasonably satisfactory to Declarant shall be installed in their place no later than the earlier of the current growing season or the next growing season. With regard to the Residential Property, this requirement shall apply to the developer and Sub -Association thereof and all limited common areas within said Property, but shall not apply to individual lot owners therein. (b) The area between roadways and setback lines shall be used exclusively for (i) landscaping, walls and irrigation, (ii) walks and trails, (iii) driveways generally perpendicular to the required landscape area, (iv) permitted parking areas, (v) utilities, and (vi) signage. If any utility work between the paved streets and setback lines disturbs any landscaped areas, the Owner disturbing the Site shall cause the landscaping to be promptly restored to as near its previous condition as is reasonably practicable. (c) Landscaping as approved by Declarant shall be completed within one hundred twenty (120) days of occupancy, completion of the shell building, or issuance of a statement of completion by the County, whichever occurs first. In the even the Site is developed with multiple buildings, landscaping shall be so completed on a building -by -building basis. (d) The Owner of every Site or part thereof shall at all times maintain the required landscaping in a sightly and well -kept condition, including, without limitation, such cutting, trimming, Page 8 of 22 watering, fertilizing, aerating, seeding, spraying, pruning, replanting, and replacement as is from time to time required. (e) Should the Owner of any Site or part thereof fail to remedy any deficiency in the maintenance of the landscaping within twenty (20) days after written notice thereof, such Owner may be provided another written notice. Should such owner fail to remedy such deficiency within ten (10) days after such second written notice, Declarant reserves the right, privilege, and license for itself and the Association, to go on the Site to perform, maintain, and make any reasonable improvements and/or to take any corrective action with regard to such landscape maintenance as Declarant or the Association, in their reasonable discretion, shall deem to be required under this Declaration, all at the expense of the Owner. If such cost is not paid to Declarant or the Association, as required, within thirty (30) days after written notice to the Owner of the amount, it shall become a lien on the Site and be enforceable as provided in Section 8.07. Section 4.05. Restrictions on Signs. Plans and specifications for the construction, installation or alteration of all outdoor signs visible from adjoining property or the Common Area, including traffic or directional signs, shall be first submitted to and have the written approval of Declarant. In addition, all signs must comply with all applicable federal, state and local laws and ordinances. The Declarant shall have the right to remove at the expense of the Owner any sign that is placed on a Site without the prior written approval of the Declarant. The Owner shall reimburse the Declarant for any such cost within thirty (30) days of written request therefore, and if such cost is not paid within said thirty (30) day period, it shall become a lien upon the Site and be enforceable as provided in Section 8.07. Temporary signs may be erected on a Site by persons offering such Site for sale or lease or by builders, lenders, and architects involved in the construction and design of Improvements on such Site. Signs offering property for sale or lease shall be removed within thirty (30) days after completion of the sale or lease of the Site. Construction signs shall be removed within thirty (30) days of completion of the shell of the building. Notwithstanding the above, any signage required by governmental authorities shall be deemed approved by Declarant. Section 4.06. Parking Areas. (a) Adequate off-street parking shall be provided by the Owner of every Site or part thereof to accommodate all parking needs for such Owner and all Occupants within the Site, to the extent applicable, and Owner shall comply with all applicable provisions of the zoning ordinance. The intent of this provision is to eliminate the need for any on -street parking. Except as otherwise agreed to in writing by Declarant, there shall be no cross -parking between the Sites. It shall be the responsibility of each Owner and Occupant to prevent their employees, lessees, agents, contractors, customers, and visitors from using the parking facilities of other Owners or Occupants. Declarant and the Association shall have the right to cause vehicles parked on any Common Area to be moved by towing or otherwise to a garage for storage until called for by the Owner of the vehicle or its agent. In the event of such removal for storage, the vehicle may be held for a reasonable charge for its removal and storage, and the owner of the vehicle shall be responsible for any such charge. (b) All driveways and parking areas shall be paved, with asphalt, concrete, or concrete or brick pavers and shall have any such curbs as may be required in the plans approved by Declarant. Page 9 of 22 (c) Parking shall not be permitted between the street pavement and property line. (d) Parking lot lighting standards shall conform to the applicable zoning ordinance, and shall otherwise be as approved in writing by Declarant. Lighting in parking lots shall be of low intensity, shall be positioned in such a manner as to minimize the impact of such lighting on adjacent areas and shall be of such type as is approved by the Declarant. Parking lot lighting approved by the County pursuant to a plan of development or a subdivision review is expressly approved by Declarant. Section 4.07. Storage and Service Areas. (a) No materials, supplies, or equipment, except during the construction of Improvements, shall be stored in any area except inside an enclosed building approved by Declarant. (b) Loading docks shall be screened to minimize the exposure from roads and other Sites, and the location and plans therefor shall be subject to the prior written approval of the Declarant. Loading docks approved by the County pursuant to a plan of development or a subdivision review are expressly hereby approved by Declarant. Section 4.08. Specific Prohibitions. Without limiting the generality of any of the foregoing, the following restrictions shall be maintained and enforced with respect to the Property: (a) Temporary Improvements. No temporary buildings or other improvements of a temporary nature, including, without limitation, trailers, tents, and shacks, shall be permitted on the Property, unless approved by Declarant. Temporary improvements used solely in connection with the construction of permanent approved Improvements may be permitted provided they are located as inconspicuously as reasonably practicable and are removed immediately after completion of such construction. (b) Service Lines. No "service lines" shall be constructed, placed, or maintained anywhere in or upon the Property unless the same shall be contained in conduits or cables constructed, placed, and maintained underground or concealed in, under, or on buildings or other approved Improvements, except that electrical transformers may be permitted if properly screened and approved by Declarant. Nothing herein shall be deemed to forbid the erection and use of temporary power or telephone service poles incident to the construction of approved Improvements, nor the installation of permanent outdoor safety light poles. The foregoing shall not apply to (i) "transmission lines," now or hereinafter existing on the Property due to previously granted easements, (ii) utility pedestals, junction boxes, or meters, or (iii) utility lines located on the exterior of buildings from underground locations to meters, network interface boxes, or other demarcation devices mounted on the exterior of buildings. It is the intent of Declarant to locate all future "transmission lines," if any, in such a manner that they shall be as inconspicuous as reasonably practicable. As used herein, the term "service line" shall include electric, cable television and telephone poles, wires, cables, conduits, fiber-optic cables, and/or equipment or other devices for the conveyance and use of electricity, telephone, radio, television and/or telecommunications signals to the Sites or parts thereof, and from which the "service lines" run. Page 10 of 22 (c) Service Screening, Storage Areas. Garbage and refuse containers shall be concealed or contained within buildings or shall be concealed by means of a screening wall of material similar to and compatible with that of the building. These elements shall be integrated with the concept of the building plan, be designed so as not to attract attention, and shall be located in the most inconspicuous place reasonably practicable. Notwithstanding the foregoing, personal garbage and refuse containers for single- family residential lots may be exempt from this requirement provided they are stored out of view of all roadways and Common Areas except during collection hours. (d) Streets, Drives, Curbs, and Walks. Streets, drives, curbs, and walks shall be constructed or altered only in accordance with plans and specifications submitted to and approved in writing by the Declarant. (e) HVAC Equipment. All HVAC equipment, except those serving a single-family residence, whether located on ground level or on the rooftop, shall be screened. (f) Fences. No fence will be erected unless first approved in writing by the Declarant, who will consider, among other things, its height, location, and materials to insure its compatibility with the overall development of the Property. Declarant may assign this approval authority to a Sub -Association created for a particular Site or Sites. (g) Exterior Materials and Colors. Finished building materials shall be applied to all sides of a building. Colors shall be harmonious and compatible with colors of the natural surroundings and other adjacent buildings. Declarant shall have the right to approve or disapprove such materials and colors, which approval shall not be unreasonably withheld. Exterior building materials and colors approved by the County pursuant to a plan of development or a subdivision review are expressly approved by Declarant. (h) Repair of Buildings. No building or other Improvement shall be permitted to fall into disrepair, and each Improvement shall at all times be kept in good condition and repair and adequately painted or otherwise finished. Should the Owner or Occupant of any Site or part thereof fail to remedy any deficiency in repair and maintenance of any building or other Improvement as provided above within thirty (30) days after written notice thereof, Declarant hereby expressly reserves the right, privilege and license, for itself and the Association, to make any and all reasonable repairs and replacements at the expense of the Owner. If such cost is not paid within thirty (30) days after written notice to the Owner of the amount, it shall become a lien upon the Site and be enforceable as provided in Section 8.07. Section 4.09. Utility Easements. Declarant shall have the right, at any time hereafter, to require Owners and the Association to grant easements for water lines, sanitary sewers, storm drainage facilities, underground telephone and electric power lines, and other public utilities. Declarant may, in its discretion, make the granting of such utility easements a prerequisite to approval of an Owner's plans and specifications. The grants of such utility easements, however, are subject to the following: (a) such utility easements shall not unreasonably interfere with the normal use and operation of the Site and will be located when feasible along the perimeter of the Site; Page 11 of 22 (b) Declarant shall bear all costs related to the creation and construction of the easement facilities and shall promptly repair any damage to the Site by restoring the Site to substantially the same condition existing prior to such construction; and (c) the responsibility for maintenance of the utility easement facilities shall be determined by Declarant at the time of approval of the Owner's plans and specifications by Declarant. All utility easements shall include provisions establishing the party responsible for maintenance of the easement facilities. Declarant's intent is that utility easements which cannot be reasonably maintained by a single Site Owner, or which provide substantial benefit to more than one Site shall be part of the Common Area, and easements which do not impose a substantial burden on an individual Site Owner to maintain or provide unique benefit to a particular Site will be the responsibility of the Owner of the Site. Section 4.10. Maintenance During Construction. During construction and any other land - disturbing activity, the Owner shall be responsible for keeping the Site, including parking areas, eating areas, storage facilities and trash receptacles in reasonably neat condition, preventing the accumulation of trash, and shall prevent run off of soil from the Site onto adjacent property or streets. Streets providing access to the Site shall be cleaned daily by the Owner or Owner's contractors to remove dirt resulting from construction or other land -disturbing activity on behalf of the Owner. Any damage to private streets, curbs, gutters and any undisturbed off -site areas shall be promptly repaired at the Owner's expense. Unless otherwise instructed by the County or VDOT, each Owner shall be responsible for the prompt repair of any damage to any road on the Property caused in whole or in part, directly or indirectly, by any construction or other land -disturbing activity taking place on the Owner's Site, or by construction equipment, trucks and other vehicles or equipment traveling to and from an Owner's Site. ARTICLE V APPROVAL OF PLANS Section 5.01. Plans Submission. Before commencing the construction or alteration of any Improvements, including without limitation, any buildings, enclosures, fences, loading docks, parking facilities, storage yards, storage tanks, landscaping or any other structures or permanent improvements on or to any Site or part thereof, or any land -disturbing activity, the Owner of every such Site or part thereof shall first submit plans, specifications, and landscape plans, in duplicate, to the Declarant for its prior written approval as hereinafter provided. If the declaration for a given Site provides for architectural review and approval by Declarant or by a Sub -Association, and the initial, general development plan for that Site has been approved by Declarant pursuant to this section, then construction plans on individual lots within that Site shall not require approval under this Section. Section 5.02. Requirements. No improvement shall be erected, placed or altered on any Site or part thereof until plans and specifications showing plot layout and all exterior elevations, with materials and colors therefor, signs and landscaping, shall have been submitted to and approved in writing by Declarant, which approval shall not be unreasonably withheld, conditioned or delayed. Such plans and specifications shall be submitted in writing over the signature of the Owner of the Site or part thereof, or his or its authorized agent, and shall be accompanied by the request of such Owner or agent specifying for which part of such plans and specifications approval is sought. The plans and specifications submitted to Page 12 of 22 Declarant shall address all material aspects of the proposed development of the Site, including, without limitation, the following, to the extent applicable: (a) location of all structures, easements, roads and setback lines; (b) location of all walks, driveways and curb lines; (c) layout and location of all parking areas, including location and dimensions of all spaces, circulation aisles, curbs and bumpers; (d) layout and location of all off-street loading areas and screening; (e) layout and location of all outside storage areas, including identification and size of the materials to be stored and location and dimensions of all fencing and screening associated with such storage areas; (f) location, size, color and type of all fencing; (g) building elevations and exterior details of each building; (h) exterior building material and color information; (i) permanent sign design; 0) parking data and calculations (k) Site coverage data and calculation to include cumulative overall update; (1) Site drainage data and calculations, including finished contour lines and spot elevation; and (m) location of construction staging areas. Section 5.03. Review Standards. Approval shall be based, among other things, on adequacy of Site dimensions, stone drainage considerations, conformity and harmony of external design with neighboring structures, Improvements, operations and uses, relation of topography, grade and finished ground elevation of the Site being improved to that of neighboring Sites, proper facing of main elevation with respect to nearby streets, general guide -lines as established by Declarant from time to time, applicable law and conformity of the plans and specifications to the purpose and general plan and intent of these covenants. The review of the plans and specifications by Declarant shall not include review for compliance with any applicable ordinances, nor with regard to the safety, health or welfare of the Owner, any Occupant of any of the Site, or the general public. Section 5.04. Time for Approval. If Declarant fails either to approve or to disapprove such plans and specifications within ten (10) business days after the same have been submitted in writing to Declarant, the approval required by this Article V shall be deemed granted for the specific plans and specifications submitted, but Declarant's approval shall be required for any change in the plans and the Owner shall submit a new request for approval by Declarant, complying with the requirements of this Article V, with respect to any alterations of the Improvements. Section 5.05. Disapproval. Whenever the Declarant disapproves such plans and specifications, the disapproval shall be accompanied by a written statement setting forth with specificity the reason or reasons for such disapproval. Section 5.06. Period Approval Effective. Approval granted by the Declarant shall be effective for a period of five (5) years from the date the approval is given, or five (5) years from the expiration of the Page 13 of 22 ten (10) day period specified in Section 5.04 hereof where approval is not expressly granted or denied. If construction has not commenced (as evidenced by the pouring of footings or the placement of other structural support components) within the said five-year period, the approval shall be deemed to have expired, and no construction shall thereafter commence by Owner or Owner's contractors without a written renewal of such prior approval by Declarant. Once started, construction shall be diligently pursued to completion. Section 5.07. Certificate of Compliance. Upon completion of construction, excluding the construction of an approved, single-family home on a residential lot, the Owner shall obtain from the Owner's architectlengineer and landscape architect a certificate or certificates of compliance stating that the construction is in conformity with this Declaration and the plans and specifications ap-proved by Declarant. Declarant shall have the right at all reasonable times to inspect any Site to determine its compliance with this Declaration and any plans and specifications approved by Declarant. Section 5.08. Limitation of Declarant's Liability. Neither Declarant nor its successors or assigns shall be liable in damages to anyone submitting plans or specifications to them for approval, or to any Owner or Occupant of the Property or portion thereof, by reason of a mistake in judgment, negligence or failure to act arising out of or in connection with the approval or disapproval or failure to approve any such plans. Every person, corporation, partnership or other organization who submits plans to Declarant for approval agrees, by submission of such plans, and every Owner or Occupant of any of the Property agrees by acquiring title thereto or an interest therein, that he or it will not bring any action, proceeding or suit against Declarant to recover any such damages. In case of conflict between plan review and the covenants herein contained, these covenants shall govern the rights and obligations of the parties. The Declarant's approval of any building plans, specifications, site or landscape plans or elevations or any other approvals or consents given by the Declarant pursuant hereto or otherwise shall not be deemed a warranty, representation or covenant that such buildings, improvements, landscaping or other action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations. By taking title to any part of Declarant's property, the Owner and/or Occupant, for itself and its personal representatives, heirs, successors and assigns, does hereby expressly release and relieve Declarant of any and all liability in connection therewith. Section 5.09. Assignment of Review Rights. At such time as the Association has appointed an Architectural Review Committee (the "ARC"), Declarant may, at its option, assign all or any of its rights under this Article V to the ARC, with such conditions or restrictions as Declarant deems appropriate in its sole but reasonable discretion. In addition, Declarant shall assign all such rights to the ARC upon the transfer of all of its ownership interest in the Property. Declarant may also assign these rights to a Sub - Association for given Sites. Section 5.10. Damage or Destruction. Nothing contained in this Declaration shall prohibit the reconstruction of Improvements on a Site, in the event the existing Improvements are destroyed by fire or other hazard; provided, however, that the covenants and conditions contained herein, including, but not limited to, Declarant's approval requirements, shall continue to apply to the Site and any reconstruction of Improvements shall be performed in accordance with the terms hereof. If the Owner elects to rebuild the Improvements pursuant to the previously approved plans and specifications, subject to any changes or Page 14 of 22 modifications required by law, then the Owner shall not have to obtain the Declarant's approval of the previously approved plans and specifications, including any changes or modifications required by law or ordinance. In the event any Improvements are destroyed or damaged either in whole or in part, the Owner of the Site on which damage or destruction occurs shall repair or rebuild such Improvements within a reasonable period of time thereafter, subject in all events to the terms and conditions of this Declaration; provided, however, that if such Improvements are totally damaged or destroyed and the Owner does not desire to so repair and rebuild such Improvements, then such damaged or destroyed Improvements shall be immediately and completely razed, dismantled and removed completely from the Site, the Site shall be completely cleared of any and all debris and the Site shall then be seeded with grass or landscaped by the Owner pursuant to plans submitted to and approved by Declarant as contemplated herein. For purposes of this Declaration, total damage or destruction shall mean that the Improvements are damaged or destroyed to such an extent that the Owner, in the reasonable exercise of its judgment, can no longer use or occupy such Improvements for its intended purpose. Should the Owner of any Site who does not desire to so repair such totally damaged or destroyed Improvements fail to so dismantle, raze, remove, clear, grass or landscape as provided above, within sixty (60) days after receiving written notice of such requirement, Declarant hereby expressly reserves the right, privilege and license, for itself and the Association, to do the same at the expense of the Owner. If such cost is not paid within thirty (30) days after written notice from Declarant or Association to the Owner of the amount, Declarant or the Association may file and record a notice of lien in the Clerk's Office, thereby affecting a lien on the Site, which will be enforceable as provided in Section 8.07 herein, and take such other action as permitted by law to collect such sum. ARTICLE VI Section 6.01. Reciprocal Rights, Covenants Run with Land. All restrictions, conditions, covenants, easements and agreements contained herein are made for the direct, mutual and reciprocal benefit of each and every Owner and Site, or part thereof, in favor of every other Owner and Site, or part thereof, and shall create reciprocal rights and obligations between the respective Owners of all Sites, or parts thereof, and privity of contract and estate between all grantees of said Sites or parts thereof, their heirs, successors and assigns, and shall as to the Owner of each Site, its heirs, successors and assigns, operate as covenants running with the land for the benefit of all other Sites or parts thereof Any Owner shall have the right to enforce this Declaration or to seek redress for violation thereof. Section 6.02. Attomey's Fees. In any legal or equitable proceeding for the enforcement of or to remedy the violation of these covenants or any provision hereof, the losing party or parties shall pay the reasonable attorney's fees of the substantially prevailing party or parties immediately on demand, in such amount as may be fixed by the court in such proceeding. If a party in such a proceeding takes a voluntary non -suit which does not result in a decision on the merits, the party taking the non -suit shall pay the reasonable attorney's fees of the other party or parties. Such fees shall become a lien against the Site owned by the losing party and be enforceable as provided in Section 8.07, and shall have the same lien priority as the lien for assessments as more particularly set forth in Section 8.07 herein. All remedies provided herein and/or otherwise available, at law or in equity, shall be cumulative and not exclusive. Page 15 of 22 Section 6.03. Inspection. Upon reasonable prior notice (except in cases of emergency, in which no notice is required), Declarant or the Association may from time to time at any reasonable hour or hours, enter upon and inspect any property or Improvements subject to these restrictions to ascertain compliance therewith. Section 6.04. Declarant's Right to Cure Violations. In the event any Owner or Occupant of a Site or part thereof violates any of the provisions herein and fails to cure same within thirty (30) days (or such shorter time as may be provided elsewhere herein as to specific matters) after the receipt of written notice from Declarant or the Association to do so, Declarant reserves the right, privilege and license for itself and for the Association, after delivering a copy of such notice to any mortgagee that has notified Declarant or the Association in writing of its status as a mortgagee and having afforded such mortgagee a cure period equal to the time provided hereunder for such Owner, to enter upon the Site and take any and all action required to cure such violation, including, but not limited to, the right to remove any trash, debris, diseased landscaping and any Improvements which have not been approved by Declarant, to the extent Declarant's approval is required herein, and any Improvements which do not comply with plans approved by Declarant, and all reasonable costs thereof shall be at the expense of the Owner. If the cost incurred by Declarant or the Association is not reimbursed within thirty (30) days after written notice to the Owner of the amount, it shall become a lien upon the Site and be enforceable as provided in Section 8.07. In addition, Declarant or the Association may pursue any other legal remedies available to them under law and in equity to enforce the covenants and restrictions set forth herein. Section 6.05. By Whom Enforceable. These covenants may be enforced only by the Declarant, any Owner (subject to Section 8.02), or the Association, but none of them shall have any obligation to do so, nor shall any be liable to anyone in the event of their failure to do so. Section 6.06. Specific Enforcement. All provisions of these covenants may be specifically enforced by any court of competent jurisdiction upon petition by any party entitled to enforce them as herein provided. Section 6.07. Failure to Enforce Not a Waiver of Rights. The failure of Declarant, the Association or any Owner to enforce any covenants herein contained shall in no event be deemed to be a waiver of the right to do so thereafter, nor of the right to enforce any other provision of this Declaration. ARTICLE VII TERM TERMINATION. MODIFICATION AND ASSIGNMENT OF DECLARANTS RIGHTS AND DUTIES Section 7.01. Term. This Declaration, every provision hereof and every covenant, condition and restriction contained herein shall continue in full force and effect for a period of fifty (50) years from the date of recordation hereof, after which it shall be automatically extended for successive periods of ten (10) years, unless an instrument, approved by the Association Members ("Members") entitled to cast two-thirds of the votes of the Association (calculated pursuant to Section 8.02(b)), modifying or terminating this Declaration, has been recorded. Notwithstanding anything else contained in this Declaration to the contrary, Page 16 of 22 amending the two-thirds voting requirement set forth in the previous sentence and amending this sentence requires the unanimous approval of all Members. Section 7.02. Termination and Modification. Subject to the provisions of Section 9.05 hereof, this Declaration, or any provision hereof, may be terminated, extended, modified or amended, as to the whole of the Property or any portion thereof, approved by Members entitled to cast three-quarters of the votes of the Association (calculated pursuant to Section 8.02(b)), provided, however, so long as Declarant owns any of the Property, no such termination, extension, modification or amendment shall be effective without the written approval of Declarant. Notwithstanding anything else contained in this Declaration to the contrary, amending the three-quarters voting requirement set forth in the previous sentence and amending this sentence requires the unanimous approval of all Members. No such termination, extension, modification or amendment shall be effective until a proper instrument in writing has been executed and acknowledged by the Officers of the Association and recorded in the Clerk's Office. Section 7.03. Assignment of Declarant's Rights and Duties. Any and all rights, powers and reservations of Declarant herein contained may be assigned to any person, corporation, partnership, limited liability company, committee, board or organization which will assume the position of Declarant pertaining to the particular rights, powers and reservations assigned, including, without limitation, the Association. Upon notice to each Owner and such person, corporation, partnership, committee, board or organization's evidencing its consent in writing to accept such assignment and assume such position, he, they or it shall, to the extent of such assignment, have the same rights and powers as are reserved herein by Declarant and be subject to the same obligations, if any, which then exist by reason of this Declaration. ARTICLE VIII OWNERS' ASSOCIATION Section 8.01. Creation; Membership. The Declarant has caused the Association to be incorporated under the laws of the Commonwealth of Virginia. Section 8.02. Members Directors and Votin¢. (a) The Members of the Association shall be the Owners of the Sites, if single owners or ownership entities, and the Sub -Association of any Site composed of individually owned lots. The Association shall be governed by a Board of Directors, which shall consist of one representative from each Site which may be the Owner of such Site or an appointee of such Owner/Sub-Association. The initial Board of Directors shall be appointed by Declarant, and for so long as Declarant is an Owner of any Site or portion of any Site, Declarant shall have the authority to appoint all Directors. The number of votes allocated to each Director shall be based on the area of the Site which each Director represents, determined by the following formula: the number of votes allocated to each Director shall be one vote for every forth of an acre of land area in their respective Site, with all votes having to be cast as a block and not individually, and vote totals rounded to the nearest 1/4 acre. Section 8.03. Common Area Maintenance and BMP Maintenance. Those areas shown and labeled on the Plat as Common Area, including all BMPs located on the Property, are intended for common Page 17 of 22 benefit, and accordingly, the cost of maintaining the same shall be shared by all Sites as provided herein. No public agency, including the Virginia Department of Transportation and the County of Albemarle, Virginia, will be responsible for maintaining any improvement identified herein. The Association shall, maintain in perpetuity all Common Area for which Declarant has assigned the responsibility of maintenance to the Association. Maintenance of Common Area shall be performed in accordance with the standards otherwise required for maintenance of a Site pursuant to this Declaration. Likewise, the BMPs on the Property shall be maintained by the Association once that obligation is assigned such responsibility to the Association by the Declarant. All Improvements within the Common Areas shall be maintained in perpetuity, to a standard that, at a minimum, ensures that they will remain substantially in the condition they are in when the surety held by the County in relation to such Improvements is released , namely: when (i) the Class A Improved Pedestrian Pathways are completed in accord with the ZMA200000009 Application Plan and with Proffer 6.1 of ZMA201300007: (ii) the Class B Primitive Pedestrian Pathways are completed in accord with the ZMA200000009 Application Plan and with Proffer 6.1 of ZMA201300007: iii) the benches, play courts, recreational amenities, and landscaping within private open space are completed in accord with the ZMA200000009 Application Plan; (iv) the vehicular travel ways, parking, sidewalks and landscaping within private street easements are completed in accord with the ZMA200000009 Application Plan; (v) the vegetated open space buffers are in accord with Condition #8 of SP200200072 and with the ZMA200000009 Application Plan; and NO all other required private improvements are completed in accord with Chapter 18 of the Albemarle County Code, the Application Plan, ZMA200000009, the proffers of ZMA201300007, and all other applicable requirements. -The Declarant (and the Association once the obligations are assigned) shall assess to the Members, pro rata, all costs associated with such maintenance as set forth in Section 8.06 below. Section 8.04. Capital Improvements and Interim Maintenance. Declarant will install all Improvements within the Common Areas, including all BMPs, in accordance with the plans and specification approved by Albemarle County to be built on the Property. Declarant reserves the right, in its sole but reasonable discretion and at its sole cost and expense, to construct, plant or install, as applicable. Improvements in the Common Area. Declarant will, at its expense, maintain such Improvements until it notifies the Association in writing that the Association's responsibility for maintenance will begin. The Declarant shall in its sole but reasonable discretion determine when such Improvements will become the Association's responsibility to maintain; provided, however, that such transfer of maintenance responsibilities shall not precede the completion of construction and stabilization of all proposed Common Area and Improvements by Declarant or the relinquishment of Declarant control of the Association. Section 8.05. Common Area and Easements Ownership. At such time as Declarant determines in its sole but reasonable discretion, it will convey to the Association, and the Association will accept, all of the right, title and interest of Declarant in and to any portion of the Common Area. As determined by Declarant, such conveyance of title may be made before, concurrently with or after the Association becomes responsible for maintenance thereof. Notwithstanding the conveyance of Common Area to the Association, the Declarant shall continue to have the right to grant easements within the Common Area pursuant to Section 4.09. Page 18 of 22 Section 8.06. Funding. Funds to operate the Association will be provided by assessment of its Members. The amount of such assessment shall be fixed from time to time by a meeting of the Board of Directors for this purpose. At such meeting, the Board of Directors shall determine an estimate of the total cost to be incurred by the Association for the ensuing year, or such other period as shall be acceptable to the Directors, and each Member shall thereupon become liable for its pro rata share of such total, which assessment shall be payable as determined by the Board of Directors. Sub -Associations shall be responsible for collection of assessments from Members within their blocks and making payment of the assessment to the Association. Each Member's assessment shall be based upon a fraction, the numerator of which is the acreage owned by the member, and the denominator of which is the total acreage of the Property. Each Owner, by acceptance of a deed of real estate within the Property is deemed to covenant and agree to pay to the Association the annual general assessments, special assessments for any capital improvements and any other special assessments as authorized by the bylaws of the Association. Section 8.07. Unpaid Assessments. Any assessments by the Association which are not paid by a Member within such reasonable time as shall be designated by vote of the Directors at the meeting at which the assessment is made, or in the by-laws of the Association, shall bear interest at a rate per annum determined by the Board of Directors or as provided in the bylaws, from such date until paid, and shall constitute a lien upon the Site, or portion thereof, owned by such Owner or subject to such Sub -Association. Such lien shall be subordinate to the lien of any first mortgage or deed of trust securing a loan by a bonafide institutional lender. The amount of any such lien may be enforced by suit or otherwise, at the election of the Association, and the Member will reimburse the Association for all expenses incurred in so doing, including without limitation the Association's attorney's fees and expenses, the amount of which shall also constitute a lien on the Site as herein provided. The liens provided for in Sections 4.04 and 4.08 herein shall also be subordinate to the lien of any first mortgage or deed of trust securing a loan by a bonafide institutional lender, and to the lien for assessments set forth in this Section 8.07. Section 8.08. Insurance. The Association shall have the authority to obtain and maintain insurance with such coverages, in such amounts and otherwise on terms acceptable to the Association in its discretion. Such insurance may include, but in no event shall be limited to, property casualty insurance, public liability insurance and/or director's and officer's liability insurance, Any insurance policy may contain a reasonable deductible, and any such deductible paid by the Association shall be collected from the Members of the Association through a special assessment. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Constructive Notice and Acceptance. Every person, corporation, partnership, limited liability company, or organization, who or which now or hereafter owns or acquires any right, title or interest in or to any portion of the Property is and shall be conclusively deemed to have consented and agreed to every covenant, condition and restriction contained herein, whether or not any reference to this Declaration is contained in the instrument by which such person, corporation, partnership, limited liability company, or organization acquired such right, title or interest. Page 19 of 22 Section 9.02. Article and Section Headings. Article and Section headings, where used herein, are inserted for convenience of reference only, and are not intended to be a part of this Declaration or in any way to define, limit or describe the scope and intent of the particular paragraphs to which they refer, and accordingly shall not be deemed or construed to affect the meaning of any provision hereof. Section 9.03. Effect of Invalidation. If any provision of this Declaration is held to be invalid by any court, the invalidity of such provision shall not affect the validity of the remaining provisions hereof. Section 9.04. Written Notice. Whenever written notice is required or specified herein, such written notice shall be deemed made and given only when (i) delivered in person, (ii) deposited in the United States certified mail, postage prepaid, or (iii) on the date of deposit with a nationally recognized overnight courier service, and addressed to the last known address of the addressee. All mailed notices shall be sent certified mail, return receipt requested. Section 9.05. Exceptions. Notwithstanding the provisions of Section 7.02 hereof. Declarant reserves the right to grant exceptions to any of the provisions contained in this Declaration (including but not limited to individual variances from the provisions contained in this Declaration for particular Improvements), Such exceptions shall be granted by Declarant only when, in its reasonable opinion, the exception will not violate the general intent or purpose of this Declaration. Every exception granted by Declarant shall be made in writing. The granting of any exception with respect to any Site or part thereof shall not be deemed an amendment to this Declaration except to the extent specifically set forth in such exception, shall not entitle any other Owner or Occupant to similar rights or privileges, and shall create no negative reciprocal easements in favor of any other party. The granting of an exception shall under no circumstances cause any covenant, condition, restriction or requirement contained herein to be extinguished or waived, other than as specifically set forth therein, nor shall Declarant be held liable for any such �:r�[atilKai Section 9.06. Approvals. All approvals given by Declarant pursuant to the provisions of this Declaration shall be ineffective unless given in writing and signed by Declarant or its authorized agent, or DeclaranPs successors or assigns, except as otherwise expressly set forth in Section 5.04. No approval of Declarant or the Association shall be unreasonably withheld, conditioned or delayed. Section 9.07. Estoppels. The Association and Declarant agree that at any time, and from time to time, during the term of this Declaration, within ten (10) days after written request by an Owner, to execute, acknowledge and deliver to such Owner or to any existing or prospective purchaser, mortgagee or lessee designated by such Owner, an estoppel certificate in a customary form stating such information as is reasonably requested by the requesting party. The requesting Owner shall reimburse the Association and Declarant for all reasonable costs and expenses incurred in connection with providing the estoppel. [Signature Pages Attached] Page 20 of 22 IN WITNESS WHEREOF, Declarant and Association affix their duly authorized signatures and seals. NORTH POINTE CHARLOTTESVILLE, LLC a Virginia limited liability company I0 Name: Title: COMMONWEALTH OF VIRGINIA CITY/COUNTY OF , to -wit: The foregoing instrument was subscribed and sworn to before me this day of 2021, by Grantor/Grantee. Commission Expires: Notary ID: as Notary Public Page 21 of 22 of North Pointe Charlottesville, LLC, NORTH POINTE OWNERS' ASSOCIATION a Virginia non -stock corporation I0 Name: Title: COMMONWEALTH OF VIRGINIA CITY/COUNTY OF , to -wit: The foregoing instrument was subscribed and sworn to before me this day of 2020, by as of North Pointe Owners' Association, Grantor/Grantee. Commission Expires: Notary ID: Notary Public Page 22 of 22