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HomeMy WebLinkAboutSDP201700070 Correspondence Final Site Plan and Comps. 2017-12-29 COUNTY OF ALBEMARLE °r ALikt, Department Community Development Planning Services Division -4 , , 401 McIntire Road North Wing• Charlottesville, Virginia 22902-4596 Phone: (434)296-5823 • Fax: (434)972-4035 Transmittal From: Paty Saternye Date: 12/29/17 To: OAmelia McCulley-Zoning 0 0 0 0 0 0 0 0 JOB #/FILE NAME:SDP-2017-70 Hollymead Town Center Hotel-Final Site Plan We are sending you the following items: ® Attached or ❑ Under separate cover n Copy of Letter ❑ Prints ® Plans ❑ Plats ❑ Specifications ® Other exhibit, letter, recorded document # of Date Description Copies 1 1/17/17 Final Site Plan Hollymead Town Center Hotel 1 11/27/17 Conceptual layout for HTC North Properties 1 11/6/17 Planning Comment Response Letter(Zoing specific items circled) 1 10/27/14 Declartion (DB3085 PG361) Covenents, Restrictions, Easements, etc. (See sections 2.01 & 6.06 which have been highlighted) These are transmitted as checked below: IJ For review and comments ® For approval ❑ Other Remarks: Attached is the first submittal of the final site plan for SDP2017-70 HTC Hotel, Block Cl, and associated exhibits and documents. I've marked two areas of the comment response letter (attached) that are associated to my questions. 1) I wanted to make you aware of a parking issue, in Comment#7 (4th bullet point). I would like to know Zoning's response to whether we could approve (with a shared parking agreement) a plan with shared parking across parcels if they have a document that says they have to meet the parking within their specific parcel. 2) Also, I wanted to update you on how planning intends to respond in reference to the exhibit the applicant's contact submitted for the 3rd parcel in Block Cl, at the corner of Timberwood Blvd and Conner Drive. See comment#4 for a background on this. At this point planning is intending to state the following: "The exhibit you provided shows that the hotel and parking design leaves sufficient room in the remainder of Block 1 for future general accord with the application plan and code of development. Please be advised that this exhibit is not approved as an initial site plan or as specifically approvable according to the Code of Development, application plan or proffers. Instead it demonstrates that there is sufficient area and square footage available for Lot 3 to be develop in accord with its zoning." Although comment#4 specified for them to submit an exhibit for general accord review it is now thought that the above statement is more appropriate at this time. The exhibit was done for the owners of the hotel lot and not for the owners of the 3rd lot at the corner of Timberwood Blvd and Conner Drive shown in the exhibit. Comments are due in City View or email by: 01/08/18 Signature: P ye SHIMPPROJECT MANAGEMENT CIVIL ENGINEERING LAND PLANNING ENGINEERINGY C- November 6,2017 Paty Saternye, County of Albemarle Department of Community Development 401 McIntire Road, North Wing Charlottesville,VA 22902 Regarding: SDP 201700046 HTC Hotel—Comfort Inn—Initial Site Plan Dear Ms. Saternye, Thank you for your review of the final site plan for Old Trail Blocks 5, 20, and 21. We have reviewed and revised the plan per your most recent comments dated August 22, 2017. See below for detailed responses to each of your comments. 1. Pay the required notices fee of$215. UPDATE:Comment Addressed. Comments to be addressed with the Final Site Plan submission: 2. A site plan meeting all the requirements of section 32.6 of Chapter 18 of the Code. 3. A site plan meeting all the requirements of ZMA 2001-20,its Application Plan,its Code of Development(C.O.D), and SP2003 3Q 4)(ZMA2001-20] It is suggested that the review of the initial site plan is deferred until the submitted ZMA Amendment,addressing the square footage of non-residential uses in Area C,is either approved or denied. If the applicant does not wish to defer then submit prior to,or concurrently with,the Final Site Plan an exhibit demonstrating "general accord"with the Application Plan.Based on meetings with the County Attorney's office and the Zoning Division,please submit an exhibit to demonstrate that the remaining portion of Block I can be developed in"general accord"with the Application Plan as required under Proffer#1.The final site plan will not be approved until it is shown that once this site plan is approved the remaining portion of Block I will still be able to be developed in general accord with the previously approved ZMA Application Plan or the ZMA Amendment that has been submitted addressing remaining available square footage in Block I has been approved. ZMA modification has been submitted. Included in the submittal is an exhibit showcasing the remaining of Block I being developed in general accord with the `previous ZMA Application Plan/ZMA Amendment. 5. [32.5.1(c), 32.5.2(a) & 32.6.1(e)(1)] Address the following: • Provide the boundary information for all potions of the boundary including all required curve data where appropriate. Provided • Provide the Tax Map number for the subject parcel in the Existing Conditions sheet. Tax map and parcel information provided on existing conditions sheet • Revise the setback information to specify"0-10 from edge of sidewalk per C.O.D.Table B". Setback adjusted on cover sheet • Provide all of the required"Abutting Parcel Information"including the names of owners,zoning district,tax map and parcel numbers and present uses. Provided 6.[32.5.2(a)]Address the following: • Provide the approved Proffer document on the site plan. Provided on sheet C2 • Show the project numbers for the approved ZMA and SP under"Zoning"on the cover sheet. Provided • Show Entrance Corridor and Airport Impact Area over lays under"Zoning"on the cover sheet. Provided • Provide the departing lot line parallel to Target heading northwest from the subject parcel. Provided lot line �[32.5.2(b)]Address the following: • Revise the"New Road/Sidewalk"text under"Impervious Area Schedule"to specify"New&Existing Roads/Sidewalks".If it is only"New Road/Sidewalk"then the"Existing Impervious"would need to be added to the"Total="which would then be over 80,000 SF instead of the specified"58,140 SF" Addressed • Revise the parking calculation to include any additional uses/spaces within the hotel,such as assembly rooms or restaurants.Those uses require additional parking spaces. No additional uses are associated with hotel use • Revise the"Building Height"to specify the proposed building height and not just the maximum height.Provide a stepback if the third story begins above 40'. hit will provided up to date building el --' Insufficient parking spaces have been provided for the use,and some of the parking,spaces shown on the site plan are beyond the boundaries of the subject parcel.Although Article II of the Declaration recorded in Deed Book 3085 Page \ 361-406 specified easements"for the purpose of passage and parking of vehicles over and across the parking and t driveway areas of each Parcel"it also states in Article VI Construction,Section 6.06 that"The Parking Area on each separate Parcel and/or legally subdivided parcel of land(regardless of ownership)comprising the Property shall contain 'I sufficient parking spaces on said Parcel,which may not rely on parking spaces that may be available on another portion of the Development,in order to comply with the greater of(i)Governmental Requirements or(ii)the following minimum requirements..."Therefore,it appears that the parking for this use must be met within the subject parcel unless the existing agreements are amended.Update the site plan to show how all parking requirements are being met and do one of the following: o Revise the agreement and submit all documents and plats required for shared parking for review.Shared parking must be approved by the Zoning Administrator. o Revise the agreement and provide all documents and plats required for off-site parking and update the site plan to show required signage. o Ensure all"provided" parking on the site plan is within the bounds of the subject parcel. Parking numbers provided on cover sheet.Looking to have parking exception as 86 spaces are required and 81 are provided. 8.[32.5.2(b),32.5.2(e),32.5.2(p),32.6.2(j)&32.7.91 Provide a full landscape plan that provides all required landscaping,calculations and meets the buffer&landscaping requirements for 32.7.9 and the ZMA Code of Development.Also,address the following: • Provide the maximum amount of paved parking and other vehicular circulation area for use in the landscaping calculations. All landscape requirements met,see landscape plan • Provide the calculation and the"landscaping required"to meet the minimums for the 5%of the paved parking and vehicular area,the number of plantings based on number of parking spaces,and the parking lot landscaping specifically outlined in the C.O.D.and zoning ordinance. Landscape schedule updated per 32.7.9.6 • On the landscape plan identify the existing trees that will be utilized to meet any requirements of this site plan. Provide a landscape table for existing trees so that they can be reviewed for meeting requirements of the Code, ZMA and/or C.O.D. Existing trees will not be utilized to meet any landscape requirements. • Provide a conservation checklist,conservation details,and tree protection fencing to ensure that the existing trees that are to remain are preserved. Conservation checklist provided.Tree fencing is not necessary considering the proximity of disturbed ground,existing sidewalk, curb,and travelway. • Provide all items required on the conservation check list including the limits of clearing and grading and any grade changes requiring tree wells or walls,trenching or tunneling proposed beyond the limits of clearing and grading Acknowledged • See ARB comments on landscaping to meet Entrance Corridor requirements. Have been reviewed and addressed • Provide landscape screening for all features with negative impacts including dumpster,loading areas,and storage areas. Landscape screening has been provided where necessary • Accurately show all required landscaping in the Landscape Plan and Landscape Schedule(s),revise any errors in planting counts and remove any items in the landscape schedule that no longer are being proposed. Landscape plan and schedule have been updated • Revise the required and provided landscaping calculations to accurately represent all requirements of the zoning ordinance,the ZMA and the C.O.D. Landscape plan and schedule have been updated 9. [32.5.2(d)) If any managed or preserved slopes exist on the site shown them in the site plan. It appears that there are some "managed slopes"on the site,as specified on the cover sheet.However,it does not appear that any are shown in the site plan. Managed slopes have been provided 10. 132.5.2(i), (n), 32.6.2(f), & (k)] Address the following: • Dimension the centerline radii and corner radii of the proposed roads and drive aisles. Provided • Provide all road route number and specify if the roads are private or public. Provided • Provide trash containers dimension including the required distance beyond the dumpster.Ensure that the dumpster pad meets or exceeds the minimum requirements. Provided • Show the location of any outdoor lighting on all plan sheets and provide information on lighting under the entrance canopy. All outdoor lighting has been added to lighting sheet and fixture information provided • Show the location of any service and loading areas. Acknowledged • If there is to be any new sign for the proposed use(s),on the final site plan depict and label the sign location.(Depicting the sign on the final site plan is not approval of the sign location or type). Acknowledged • Show all proposed signage on the site plan. Acknowledged • Provide directional arrows for the drive aisles,especially where one way traffic will be required because of the reduction in pavement width around the entry canopy. Provided • Provide information and section for the paving material for all walks,parking lots,drive aisles and roads. Provided with hatches on site plan • Provide a detail for any screening fencing/enclosure for the dumpster. Provided • Show the existing access easements,found in DB 26 78 PG 425 and DB2916 PG 22,on the site plan. There is a"30'Access Easement"and variable width"Cross-Access Easement"shown on the plats. 11. [32.5.2(k)] Provide the direction of flow on all pipes with arrows. Provided 12. [32.5.2(1)] Provide the location of any existing or proposed utilities and utility easements including telephone,cable, electric and gas.Ensure that all easements,including gas,are shown on all of the plan sheets including the landscaping plan. The gas easement location in the Bojangle's parking lot could be beneficial in the relocation of the other utility easements. Provided 13. [32.5.2(n)]Address the following: • Provide the required handicapped parking signage. Provided • Provide a clear,and safe,delineation for the pedestrian connection that crosses the parking lot and connects the west parking lot to the walkways along the edge of the pond.Extend the sidewalk on the northwest corner of the building to the road and provide a second crosswalk that connects to the sidewalk around the pond. Provided • Provide handicapped ramp on each side of all crosswalks. Provided • Consider a pedestrian connection between the hotel entrance and the Bojangle's parking lot. Acknowledged • Revise the parking lot islands on the west side of the building such that they extend to the same depth as the parking spaces.There are three location where the parking lot islands are not sufficiently deep. Parking lot islands size adjusted • Specify on the coversheet the total square footage of the hotel building.Only the footprint appears to be provided. Provided on cover sheet • If other uses such as meeting rooms or a restaurant will be part of the building,provide on the coversheet the information that is needed to calculate their required parking. No other uses on site 14. [32.5.2(p)&32.7.9.4(b)] Preserve all existing trees that are to remain. Include the following: • Areas and other features shown on landscape plan. The landscape plan shall show the trees to be preserved,the limits of clearing,the location and type of protective fencing,grade changes requiring tree wells or walls,and trenching or tunneling proposed beyond the limits of clearing. • Conservation checklist.The applicant shall sign a conservation checklist approved by the agent to ensure that the specified trees will be protected during construction.Except as otherwise expressly approved by the agent in a particular case,the checklist shall conform to the specifications in the Virginia Erosion and Sediment Control Handbook,pages 111-393 through 111-413,and as hereafter amend Note for existing trees added to'NOTES'under Landscape Required,which notes existing trees on both sides of property. Due to distance from building construction and travelway no fencing was provided. If you have any questions or concerns about these revisions please feel free to call me at(434) 227-5140 ext.5 or email Peter Russell at peter@shimp-engineering.com and we can discuss any questions that you may have in further detail. Best Regards, Peter Russell Shimp Engineering, P.C. Page 5 of 5 I 8 9 4 5 Inst' Control Number I Commonwealth of Virginia Land Record Instruments Cover Sheet-Form A 1111 MIIIIIIIII Doc ID: 001162769046 Type: DEE [ Recorded: le/12/2805 at 10:16:29 AM ILS VLR Cover Sheet Agent 1.0.66] Fee Amt: $56.00 Palle 1 of 46 Albemarle County VA Shelby Marshall Clerk Circuit Court !T rC Date of Instrument: [9/1/2005 ] FIIeN 2606-eee189as E P R Instrument Type: [DEC 1 3085 Po361-406 E Number of Parcels [ 1] Number of Pages [ 45] M City❑County❑x [Albemarle County l (Box for Deed Stamp Only) First and Second Grantors Last Name I First Name _ 1 Middle Name or Initial { Suffix J C [HURT TR ][CHARLES 1[WM 1[ 1 ❑0 [FISHER TR )[SHIRLEY [IL ][ l First and Second rantees El❑ I Last Name I First Name ] Middle Name or Initial E Suffix r [NA 1[NA l[ 11 1 ❑❑ [ 1[ 11 11 l Grantee Address (Name) [NA l (Address 1) [NA ] (Address 2) (NA ] (City,State,Zip) [NA ] [VA] [NA ] Consideration[0.00 ]Existing Debt[0.00 1 Assumption Balance [0.00 1 Prior Instr.Recorded at:City ❑ County [ ] Percent.In this Juris. [ 100] Book I I Page [ 1 Instr.No [ 1 Parcel identification No(PIN) (03200-00-00-041 D0 1 Tax Map Num. (if different than PIN) (same 1 Short Property Description [Hollymead Town Center-28.60 acres on Timberwood Blvd plus ] [ 1 Current Property Address(Address 1) [Route 29 North ) (Address 2) [ 1 (City,State,Zip) [Charlottesville ][VA ][22911 ] Instrument Prepared by [McCallum&Kudravetz PC ] Recording Paid for by (McCallum&Kudravetz PC 1 Return Recording to (Name) (McCallum&Kudravetz PC ] (Address 1) [250 E High Street 1 (Address 2) [ 1 (City,State,Zip) [Charlottesville ](VA][22902 ] Customer Case ID [02000.1433 ] [02000.1501 ][ ] p31:1�ti ; I Cover Sheet Page#1 of 2 !i ± ;III , i r Met t Control Number W . 8 9[5 , Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form B KS VLR Cover Sheet Agent 1.0.66) T G G 1C Date of Instrument: [9/1/2005 ) A R R tO Instrument Type: [DEC 1 X A A R N N P Number of Parcels [ 1] E T T x O E Number of Pages [ 45) E R E City❑County© [Albemarle County ) (Box for Deed Stamp Only) M Grantors/Grantees/Parcel Continuation Form B P .L ___ C Last Name S First Name I Middle Name or initial I Suffix ❑®O❑ [POST OFFICE LAND )[ 1[ 1[ ] ❑®O® [FIRST COMMUNITY I[ 11 )1 ] ❑®O❑ [DAVIS TR 1[C ][WILLtAM 1[ ) DODO [ 11 )1 I[ I DODO [ II It 1[ ) D O D D t ]t Jr 1[ l DODO DODO ( It It )[ 1 DODO [ II 11 It 1 OECD [ I[ II II I DODO [ I[ 1[ 11 I DODO t It 1[ I[ ) DODO [ it i( ii i OECD [ 1[ 1[ II 1 ❑O❑❑ [ it It it 3 ODD❑ t 1[ It it I Prior Instr.Recorded at:City El County❑ [ ] Percent.In this Juris. [ ] Book [ j Page [ I Instr.No [ 1 Parcel Identification No(PIN) [ j Tax Map Num. (If different than PIN) [ 1 Short Property Description [ 1 [ 1 Current Property Address(Address 1) [ ) (Address 2) [ ) (City,State,Zip) [ 1 1 11 ) il i� i��1 , Qt ,. rt,1;'i , ?,, Cover Sheet Page#2 of 2 TMP 03200-00-00-041D0 Prepared By: McCALLUM&KUDRAVETZ,P.C. 250 East High Street Charlottesville,VA 22902 (434)293-8191 THIS DECLARATION ("Declaration") is made and entered into this 1st day of September, 2005,by CHARLES WM. HURT and SHIRLEY L. FISHER, AS TRUSTEES OF THE POST OFFICE LAND TRUST under land trust agreement dated October 27, 1997 ("Declarant"),and FIRST COMMUNITY BANK,N.A.(the"Bank")and C.WILLIAM DAVIS, as trustee(the"Trustee"). WITNESSETH: WHEREAS, Declarant is the owner of those certain contiguous tracts or parcels of land more particularly described on Exhibit A attached hereto(the"Property");and WHEREAS,Declarant intends to develop the land within the Property as integral parts of a mixed use development(the"Development"),containing both commercial and residential uses, in accordance with the Code of Development (ZMA 2001-020 Area C) (together with the Proffers,the Application Plans and all other exhibits and attachments,as amended, "the Master Plan") for the Property on file in the offices of County of Albemarle, Virginia(the "County"), which Master Plan has been duly approved by the County;and WHEREAS, the Master Plan on file with the County presently envisions the division of the Development into nine separate tracts or blocks of land("Blocks")as generally depicted on the attached Exhibit B;and WHEREAS, in order to provide for the orderly use, operation, and development of the Property and the Development,the Declarant desires to subject the Property to certain covenants, restrictions, easements, conditions, reservations, liens and charges to which the Property shall henceforth be subject, each and all of which is and are for the benefit of the Property, and any lots or parcels to be hereafter created therefrom,and the Owners thereof,all as more particularly set forth herein and in the Governing Documents;and WHEREAS,the Bank and the Trustee,as the Lender and the Trustee,respectively,under that certain Credit Line Deed of Trust dated February 9,2005,recorded in the Clerk's Office of the Circuit Court of Albemarle County,Virginia(the"Clerk's Office"),in Deed Book 2918,Page 266,join herein to evidence their consent to this Declaration and the matters contained herein. NOW, THEREFORE, in consideration of the premises, the Declarant hereby declares that henceforth the Property is and shall be held, transferred, sold, conveyed, encumbered, developed, and occupied subject to (i) the applicable covenants, restrictions, easements, 1 conditions, reservations, liens and charges henceforth set forth, and any valid amendments or supplements hereto,which are imposed for the purpose of protecting the value and desirability of the Property and to provide for the orderly development and use of the Property and any parcels or lots created therefrom hereafter and consistent with the Code of Development, and (ii) the other Governing Documents. The provisions herein set forth shall run with the land and shall be binding upon any and all parties who have or shall acquire any right,title and/or interest in all or any part of the Property subject to this Declaration,and shall inure to the benefit of each Owner thereof,all as more particularly set forth herein. ARTICLE I DEFINITIONS The following terms,when used in this Declaration,shall have the following meanings: Section 1.01 "Agencies" shall collectively mean the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA), the Department of Housing and Urban Development including the Federal Housing Administration(HUD),the Veterans Administration(VA)or any other governmental or quasi-governmental agency or any other public, quasi-public or private entity which performs (or may in the future perform) functions similar to those currently performed by any of such entities. Section 1.02 "Approved Site Plan" shall mean and refer to a site plan for the development of a Parcel which has been approved by the applicable Governmental Authorities. Section 1.03 "Architectural Control Board"or"ACB"shall mean and refer to the board established in Article VII below for the purposes of controlling and regulating the development and the external design, appearance, landscaping, grading and use of the Parcels and the structures and improvements thereon. Section 1.04 "Assessments" shall mean and refer to any assessments or charges, including but not limited to annual assessments, special assessments, reimbursement charges, special purpose charges,and other charges or expenses of any kind,assessed by the Association and charged to Owners of Parcels as set forth in the Governing Documents. Fees,charges,late charges, attorneys' fees, fines and interest charged pursuant to this Declaration shall be enforceable as Assessments under this Declaration. Section 1.05 "Association" shall mean and refer to the "Hollymead Area C Owners Association,Inc.",a Virginia non-profit nonstock corporation incorporated under the laws of the Commonwealth of Virginia,its successors and assigns,as further described in Article XI below. Section 1.06 "Block" shall mean and refer to any of those nine (9) separate tracts or blocks of land as described or set forth on the Master Plan for the Property on file with the County of Albemarle,Virginia,and as generally described on Exhibit B attached hereto. 2 Section 1.07 "Block Cl Lots"shall mean and refer to lots A,B and C as shown on the Block Cl Plat or as may be further subdivided. Section 1.08 "Block Cl Plat" shall mean and refer to that certain "Plat Showing Subdivision of Tax Map 32, Parcel 41D Hollymead Town Center Block Cl and Boundary Adjustment for TMP 32-41D1,The Tiki Property Rivanna District,Albemarle County,Virginia" last revised January 17, 2005 consisting of 4 sheets prepared by Rivanna Engineering & Surveying,PLC of record in the Clerk's Office in Deed Book 2916,at page 22, Section 1.09 "Building Areas"shall mean and refer to any building areas on a Parcel as designated or shown on the Master Plan on file with the County or on any Approved Site Plan. One or more buildings may be located within a Building Area. In the event of any conflict between Building Areas as designated or shown on an Approved Site Plan and Building Areas as shown on the Master Plan,those designated or shown on the Approved Site Plan shall control. Section 1.10 "Code of Development"shall mean that certain document entitled Code of Development (ZMA 2001-020 Area C) as approved by the County of Albemarle, Virginia on August 6,2003. Section 1.]1 "Common Area"shall mean any of those tracts or portions of the Property which the Declarant causes to be dedicated or deeded to the Association for the common use or benefit of the Association and/or the Owners, including but not limited to, Open Space I as shown on the Block Cl Plat; provided Declarant shall have no right to dedicate any portion of the Block Cl Lots for, and no portion of said Block Cl Lots shall be deemed to be, Common Area for purposes of this Declaration. Section 1.12 "Constant Dollars" shall mean the value of the U.S. dollar to which such phrase refers,as adjusted from time to time. An adjustment shall occur on the 1st day of July of the fifth(5th)full calendar year following the date of this Declaration, and thereafter at five(5) year intervals. Constant Dollars shall be determined by multiplying the dollar amount to be adjusted by a fraction,the numerator of which is the Current Index Number and the denominator of which is the Base Index Number. The"Base Index Number" shall be the level of the Index for the month closest to the date of this Declaration; the "Current Index Number" shall be the level of the Index for the month such Index is published closest and prior to the date of adjustment. The"Index"shall be the Consumer Price Index for All Urban Consumers,published by the Bureau of Labor Statistics of the United States Department of Labor for U.S. City Average, All Items (1982-84=100), or any successor index thereto as hereinafter provided. If publication of the Index is discontinued, or if the basis of calculating the Index is materially changed,then the Association shall substitute for the Index comparable statistics as computed by an agency of the United States Government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Index. Section 1.13 "Declarant" shall mean and refer to Charles Wm. Hurt and Shirley L. Fisher,solely in their capacity as trustees and not personally,as Trustees of the Post Office Land 3 Trust under a land trust agreement dated October 27, 1997, and any assignee of them as Declarant with regard to the Property. Section 1.14 "Declaration"shall mean and refer to this document and to the covenants, restrictions,easements,conditions,reservations,liens and charges and all other provisions herein set forth in this entire document, as same may from time to time be amended or supplemented provided that no amendment or supplement of the Declaration or any of the Governing Documents affecting the Block Cl Lots or the Owners of any Parcels comprising the same shall be made or effective without the written consent of the Owners of the Block Cl Lots and the Parcels comprising the same which are affected thereby. Section 1.15 "Floor Area" shall mean the aggregate of the actual number of square feet of space contained on each floor within a Building for which Albemarle County has issued a certificate of occupancy (either temporary or permanent), including any mezzanine space, as measured from the exterior faces of the exterior walls or store front and/or the center line of any common walls;provided,however,that those areas to be excluded from Floor Area as set forth in the Rules and Regulations shall not be included in such calculation. Section 1.16 "Governing Documents" shall mean this Declaration, the Rules and Regulations,the Association's Articles of Incorporation and bylaws,the Proffers,and the written approvals and non-approvals of the ACB as the same may be amended, modified, or supplemented from time to time subject to the provisions of Section 1.14 above. Section 1.17 "Governmental Authorities" shall mean and refer to any federal, state, county, city or local governmental or quasi-governmental authority, entity or body (or any department or agency thereof)exercising jurisdiction over a particular subject matter,including, without limitation,the Albemarle County Architectural Review Board(the"ARB"). Section 1.18 "Governmental Requirements"shall mean and refer to all applicable laws, statutes, ordinances, codes, rules, regulations, orders, and judicial decisions or decrees, as presently existing and hereafter amended, of any Governmental Authorities, including,without limitation,the Master Plan on file with the County. Section 1.19 "Master Plan" shall mean and refer to the Code of Development (ZMA 2001-020, Area C), the Proffers, together with the Application Plan and all maps, tables, and other exhibits and attachments on file with the County of Albemarle, Virginia and which are applicable to the Property,as the same may be amended,supplemented,or modified from time to time. Section 1.20 "Notice and Hearing" shall mean a written notice and a public hearing before the Board of Directors of the Association or a tribunal appointed by the Board with such notice to be given in the manner provided in the Bylaws. Section 1.21 "Occupant"shall mean an Owner or tenant of a Building who is in actual possession of a Building or portion thereof. 4 Section 1.22 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, including the Declarant, of the fee simple title to any Parcel, including contract sellers,but excluding those having such interest merely as security for the performance of an obligation. Section 1.23 "Parcel" shall mean and refer to any existing tract or parcel of land comprising the Property, and any tract or parcel which is hereafter subdivided or created from the Property or any Parcel, as reflected on plats or other instruments recorded in the Clerk's Office. Section 1.24 "Parking Area" shall mean those areas on a Parcel, other than Building Areas, which are developed and improved for parking purposes, including any driveways, entrances,and landscaping associated therewith,as more particularly shown on an Approved Site Plan. Section 1.25 "Period of Declarant Control" shall mean a length of time extending until such time as the Declarant no longer owns any Parcel in the Development other than Parcels upon which Declarant has erected Buildings. Section 1.26 "Permittee" shall mean any occupant,tenant,subtenant,employee,agent, contractor, customer, supplier, vendor, invitee, licensee, or concessionaire entitled to use, occupy,or access any Building or portion thereof on any Parcel in the Development. Section 1.27 "Proffers" shall mean those certain proffers made to Albemarle County, Virginia,as set forth in Exhibit C annexed to this Declaration. Section 1.28 "Property Manager"shall mean such party,if any,designated from time to time by the Association to maintain and operate the Parking Areas and/or Common Area of the Development(other than on the Block Cl Lots). The party designated as Property Manager shall serve in such capacity until its agreement with the Association is terminated. During any period a Property Manager is not designated and active,each Owner shall maintain and operate its own Parcel (including any Parking Areas and/or Common Areas thereon)pursuant to Article 10.01 hereof. Section 1.29 Residential Tracts"shall mean and refer to those tracts within the Property intended for development for exclusively residential purposes. Section 1.30 "Roads" shall mean and refer to Timberwood Boulevard, Conner Drive, Meeting Street,and Abington Drive as shown and described on the plats or plans referenced in Section 2.02 hereof. Section 1.31 "Rules and Regulations" shall mean those certain rules and regulations which have been adopted by the Association to assist in the implementation of this Declaration and the development,use,and operation of the Property as the same may be amended,modified, or supplemented from time to time. 5 Section 1.32 "Supplementary Declaration" shall mean and refer to any declaration which may be executed and recorded by the Declarant,its successors or assigns,which extends the provisions of this Declaration to additional real property and/or which contains such complementary or modifying provisions as are not inconsistent with the concept of this Declaration;provided any Supplementary Declaration affecting the Block Cl Lots or any Parcels comprising the same shall only be made and effective with the written consent of the Owner of the Block CI Lots and the Parcels affected thereby. Section 1.33 "Townhouse Lot"shall mean and refer to any plot of land designated as a lot upon any recorded plat of any Block or Parcel or portion thereof intended for residential development as townhouses or townhomes, including a condominium unit (vertical condominium unit or otherwise)under a condominium regime, Section 1.34 "Utility Lines"shall mean and refer to those facilities and systems for the transmission of utility services,including the drainage and storage of surface water. "Common Utility Lines"shall mean those Utility Lines which are installed to provide the applicable service to two or more Parcels. "Separate Utility Lines" shall mean those Utility Lines which are installed to provide the applicable service to a single Parcel. The portion of a Utility Line extending between a Common Utility Line and a Building shall be considered a Separate Utility Line. ARTICLE II 1411111111111. The Declarant hereby establishes for the benefit of all of the Parcels,and their respective Owners, occupants and Permittees, in common with others entitled to use the same, permanent, reciprocal and non-exclusive licenses and easements for the purpose of passage and parking of vehicles over and across the parking and driveway areas of each Parcel, as the same may from time to time be constructed and maintained for such use, and for the passage and accommodation of pedestrians over and across the parking,driveways and sidewalk areas of each Parcel,as the same may from time to time be constructed and maintained for such use.The easements herein established shall be appurtenant to and for the benefit of each Parcel, and shall be binding on,enforceable against and burden each Parcel. Such easement rights shall be subject to the following reservation as well as the other applicable provisions contained in this Declaration:each Owner reserves the right to temporarily erect or place barricades in and around areas on its Parcel which are being constructed and/or repaired in order to insure either safety of persons or protection of property. Section 2.02 In addition to the general easement specified in Section 2.01, the Declarant hereby establishes for the use of all Owners,in common with others entitled to use the same, a non-exclusive, perpetual easement (or until publicly dedicated to and accepted by any Governmental Authorities, if sooner) for the passage and accommodation of pedestrians and vehicles(but not for parking purposes unless parallel parking is made available by Declarant in accordance with the Master Plan or any Approved Site Plan) upon,over and across that portion of the Property designated as access roads on the Master Plan (provided no access roads 6 contained wholly within the areas of the Block Cl Lots shall be designated as access roads for purposes of this Section 2.02), including the Roads (collectively, the "Access Drives"). The Access Drives shall be at least approximately twenty-four (24) feet wide (curb to curb) and contain at least two(2) lanes,one in each direction. The easements herein established shall be appurtenant to and for the benefit of each Parcel, and shall be binding on, enforceable against and burden each Parcel. During the term of this Declaration (to the extent any such Access Drives shall not be publicly dedicated and accepted by any Governmental Authorities), each portion of the Access Drives shall be maintained in accordance with the provisions governing the maintenance of the parking and driveways on each Parcel,and such Access Drives shall not be relocated without the approval of the ACB. Until such time as any of the Access Drives are publicly dedicated and accepted by the Governmental Authorities, the Access Drives require private maintenance, and cost of repair, maintenance, upkeep, improvement, or replacement (herein. "maintenance")of the Access Drives and any roads located therein will not be borne by the County of Albemarle or any public agency,but rather shall be the sole responsibility of the Association with the costs of maintenance to be allocated as Common Area Maintenance Costs as further provided herein.In the event this Declaration is terminated at a future date,any Owner may, at its expense, relocate the portion of the Access Drives located upon its Parcel (to the extent any such Access Drives shall not be publicly dedicated and accepted by any Governmental Authorities) so long as the relocated portion remains reasonably direct and ties into or connects with the other portions of the Access Drives on the immediately adjacent Parcels to which such Access Drive is initially connected.Notice of such relocation shall be provided to each affected Owner at least thirty(30)days prior to relocation of such Access Drives. Section 2.03 The Declarant hereby establishes non-exclusive, perpetual easements (or until replaced with easements dedicated to public Utilities Lines, if sooner) in, to, over, under, along and across those portions of the Parcels(exclusive of any portion located within Building Areas) necessary for the installation, operation, flow, passage, use, maintenance, connection, repair,relocation,and removal of Utility Lines serving any other Parcel;provided no new Utility Lines,other than those constructed pursuant to easements previously created and of record prior to the date of this Declaration,shall be constructed in,under or over the Block CI Lots except(i) such Utility Lines exclusively serving the Parcel on which such Utility Lines are constructed,or (ii)such Utility Lines that serve more than one of the Parcels comprising the Block Cl Lots and as are approved by the owner(s) of said Parcels so being served. The initial location of any Utility Line shall be subject to the prior written approval of the ACB. Such easement area shall be no wider than necessary to reasonably satisfy the requirements of a private or public utility company, or ten (10) feet on each side of the centerline if the easement is granted to another Owner. The Benefitted Parcel Owner shall provide to the Burdened Parcel Owner a copy of an as-built survey showing the location of such Utility Line.All Utility Lines shall be underground except: (a) ground mounted electrical transformers; (b)as may be necessary during periods of construction, reconstruction, repair or temporary service; (c) as may be required by Governmental Authorities;(d)as may be required by the provider of such utility service;and(e) fire hydrants. Section 2.04 Each Parcel shall have the perpetual right and easement to discharge surface storm water drainage and/or runoff from its Parcel over, upon and across the Parking 7 Area and any other area of the adjacent Parcels,other than Building Areas,upon the following conditions and terms: (a) the grades and the surface water drainage/retention system for each Parcel shall be initially constructed in strict conformance with the plans and specifications approved by the ACB and in accordance with the Approved Site Plan; and (b)no Owner shall alter or permit to be altered the surface of its Parcel or the drainage/retention system constructed on its Parcel if such alteration would materially increase the flow of surface water onto an adjacent Parcel either in the aggregate or by directing the flow of surface water to a limited area. All surface water collection, retention and distribution facilities shall be deemed a Common Utility Line. Section 2.05 Work by an Owner with respect to relocation of a Utility Line on its Parcel,other than Utility Lines exclusively serving such Parcel,shall only be done provided such relocation: (a)shall not interfere with or diminish the utility service to the other Parcel Owners; and if an electrical line/computer line is being relocated, then the respective Owners shall coordinate such interruption to eliminate any detrimental effects; (b) shall not reduce or unreasonably impair the usefulness or function of such Utility Line;(c)shall be completed using materials and design standards which equal or exceed those originally used and which comply with all Governmental Requirements; and(d) shall have been approved by the provider of such utility service and the appropriate Governmental Authorities to the extent required. Documentation of the relocated easement area,including the furnishing of an"as-built"survey to all Burdened Parcel Owners, shall be at the Benefitted Parcel Owner's expense and shall be accomplished as soon as possible following completion of such relocation. Section 2.06 Except as otherwise approved by the ACB and except with respect to the Parcels comprising the Block Cl Lots, in order to accommodate any Building improvements which may inadvertently be constructed beyond a Parcel's boundary line,each Parcel shall have an easement over an adjacent Parcel,not to exceed a maximum lateral distance of twelve(12) inches, in, to, over, under, and across that portion of the Burdened Parcel adjacent to such common boundary line for the maintenance and replacement of such encroaching Building improvements. Section 2.07 In the event a constructing Owner(the "Constructing Party") determines that it is necessary to place underground piers, footings and/or foundations ("Subsurface Construction Elements") across the boundary line of its Parcel, the Constructing Party shall advise the Owner of the adjacent Parcel (the "Adjacent Party") of the Constructing Party's construction requirements and shall comply with the applicable Rules and Regulations. The foregoing provisions of Sections 2.06 and 2.07 hereof shall not apply to the Parcels comprising the Block Cl Lots or to the Owner(s)thereof. Section 2.08 The easements established under Sections 2.06 and 2.07 shall be appurtenant to and for the benefit of each applicable Benefitted Parcel,and shall be binding on, enforceable against and burden each applicable Burdened Parcel. Notwithstanding such easement, nothing herein shall diminish or waive the right of a Burdened Parcel Owner to recover damages resulting from the failure of a Benefitted Parcel Owner to construct its Building 8 within its Parcel in the case of Section 2.06, or within the easement area limits in the case of Section 2.07. Section 2.09 With respect to Buildings constructed along the common boundary line between Parcels,nothing herein shall be deemed to create or establish the right for a Building to receive support from or apply pressure to the adjacent Building. ARTICLE III STORMWATER AND SURFACE WATER DRAINAGE Section 3.01 The Property will be served by two stormwater management detention facilities,which Declarant has previously caused to be constructed,as follows: (a) a stormwater management facility located on a portion of the Property on the southern side of Timberwood Boulevard near its intersection with U.S.Highway 29,as more particularly described in that certain Deed of Easement dated January 23,2004,recorded in Deed Book 2678,Page 389 in said Clerk's Office("Stormwater Management Facility#1");and (b) a stormwater management facility located on a portion of that certain adjacent land (County TMP 32-46) now or formerly owned by Birckhead, LLC, as more particularly described in that certain Deed of Easement dated January 12,2005,recorded in Deed Book 2905,Page 735 in said Clerk's Office("Stormwater Management Facility#2"). Generally,that portion of the Property located on the eastern side of Meeting Street(those tracts generally described as Blocks I, II, VII, VIII, and IX on the Master Plan) will be served by Stormwater Management Facility#1,and that portion of the Property located on the western side of Meeting Street(generally described as Blocks III, IV,V,and VI on the Master Plan)will be served by Stormwater Management Facility#2. Section 3.02 The Declarant hereby establishes permanent,reciprocal and non-exclusive easements (including the easements referenced in Section 3.01(a) and (b), collectively the "Stormwater Management Easements")in favor of each of the Parcels on,under and through the Parcels in locations other than Building Areas and otherwise in locations approved by the ACB to adequately service each of the Parcels, for the use of all present and future stormwater drainage and retention facilities located or to be located on the Property,including as necessary for drainage to Stormwater Management Facility #1 and Stormwater Management Facility#2 (all such facilities,including Stormwater Management Facility#1 and Stormwater Management Facility#2 and any structures, landscaping, and pathways associated therewith,collectively the "Stormwater Management Facilities"); provided no easements hereunder, other than those previously created and of record as of the date of this Declaration, shall be created on, under, over or across the Block Cl Lots,without the consent in writing by the Owner(s)of the Parcel(s) to be burdened by such easements. Section 3.03 In any instance where future installation,construction,maintenance,repair or alteration of the Stormwater Management Facilities is required by a governmental entity,the 9 Association shall engage a contractor to perform all of such work and the Parcel Owners who benefit from such construction shall be responsible for the cost of such installation and repair and shall pay for such work on a pro-rata basis as determined by the Board of Directors. Such recovery may be enforced as an assessment and will be a lien upon such Parcel and may be enforced in the same manner as an Assessment. Section 3.04 Exclusive of and in addition to the easements granted in Sections 3.02 and 3.03,the Declarant hereby establishes permanent,reciprocal and non-exclusive easements for the benefit of each of the Parcels onto and across the Property and each of the Parcels for surface floodwater and stormwater drainage,including drainage into facilities currently existing and/or to be built on, under or upon any part of the Property or any of the Parcels;provided,however, that no party will unreasonably interfere with any then existing buildings or proposed buildings on any Parcel as generally described on the Master Plan or on any Approved Site Plan, or unreasonably interfere with business operations thereon, and the party exercising the easement rights hereunder shall promptly repair any damage caused by the exercise of these easement rights and provided, further, that no easements hereunder, other than those previously created and of record prior to the date of this Declaration and the easements shown on the Block Cl Plat, shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. Section 3.05 The Stormwater Management Easements and the Stormwater Management Facilities are private and require private maintenance as hereinafter set forth. The cost of repair.maintenance,upkeep,improvement or replacement Thereinafter"maintenance")of the Stormwater Management Easements and the Stormwater Management Facilities located therein will not be borne by the County of Albemarle or any public agency,but rather shall be borne as follows: (a) The initial construction of the Stormwater Management Facilities within the Stormwater Management Easements shall be borne by the Declarant except for any drainage lines or structures which are a Separate Utility Line to serve a single Parcel;and (b) Thereafter,all maintenance of the Stormwater Management Facilities shall be the sole responsibility of the Association with the costs of such maintenance of the Stormwater Management Facilities to be allocated as Common Area Maintenance Costs as provided in Section 10.04. Section 3.06 The subsequent conveyance by the Declarant to the Association of Stormwater Management Facility#1 as a part of the Common Area shall be subject to the rights and obligations of adjacent landowners pursuant to other instruments of record in the Clerk's Office, including that certain Deed of Easement dated January 23,2004,between Declarant and Hollymead Town Center, LLC, a Delaware limited liability company, recorded in Deed Book 2678, Page 389 in the Clerk's Office. The assignment and transfer by Declarant to the Association of rights to the use and benefit of Stormwater Management Facility #2 shall be subject to the rights and obligations set forth in other instruments of record in the Clerk's Office, I0 including that certain Deed of Easement referenced in Section 3.01(b) above and recorded in Deed Book 2905,Page 735. Section 3.07 The Declarant reserves the right to subsequently dedicate the Stormwater Management Easements and the Stormwater Management Facilities to public use. Upon the subsequent acceptance of said Stormwater Management Easements and Stormwater Management Facilities by the County of Albemarle or other public agency, the Association and/or the Owners of any applicable Parcels agree to join in any further documents reasonably requested by the County of Albemarle or other public agency in order to effect such dedication and acceptance. ARTICLE IV SANITARY SEWER Section 4.01 The Declarant hereby establishes permanent,reciprocal and non-exclusive easements(including the right to construct,repair,and maintain access thereto)for the benefit of each of the Parcels on, under and through the Parcels in locations other than Building Areas and otherwise in locations approved by the ACB to adequately service each of the Parcels,for the use of all present and future sanitary sewer facilities(the"Sanitary Sewer Facilities");provided that no easements hereunder, other than those previously created and of record prior to the date of this Declaration,shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. Section 4.02 Exclusive of,and in addition to,the easements granted in Section 4.01,the Declarant hereby establishes permanent,reciprocal and non-exclusive easements for the benefit of each of the Parcels onto and across the Property and each of the Parcels for sanitary sewer drainage, including drainage into facilities currently existing and to be built on, under or upon the Property or any of the Parcels; provided, however, that no such easement shall materially adversely interfere with the Building Areas on any of the Parcels, or materially adversely interfere with business operations on any of the Parcels, and the party exercising the easement rights hereunder shall promptly repair any damage caused by the exercise of these easement rights and provided, further, that no easements hereunder, other than those previously created and of record prior to the date of this Declaration,shall be created on, under, over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. ARTICLE V ELECTRIC,GAS AND OTHER UTILITY EASEMENTS The Declarant hereby establishes permanent,reciprocal and non-exclusive easements in favor of each of the Parcels to go in,upon,along,under,through and across those portions of the Parcels (exclusive of any Building Areas) for the purpose of laying, constructing, operating, maintaining and repairing electric, gas, telecommunications and other utility lines and all necessary apparatus and appurtenant fixtures to operate and service such utilities (the "Utility Facilities")in such locations as are approved by the ACB and are necessary for the construction 11 and operation of the buildings to be constructed on any of the Parcels; provided that no easements hereunder,other than those previously created and of record prior to the date of this Declaration,shall be created on,under, over or across the Block Cl Lots without the consent in writing of the Owner(s) of the Parcel(s)to be burdened by such easements which consent shall not be unreasonably withheld or delayed. Each owner of a Parcel hereby grants to the owner of all other Parcels, and its and their successors and assigns, a permanent and non-exclusive easement to go in, upon, along, under, through and across those portions of any of the Parcels (exclusive of any Building Areas)for the purpose of laying,constructing,operating,maintaining and repairing the Utility Facilities in such locations as approved by the ACB as such utilities are necessary for the construction and operation of the buildings to be constructed in the Development;provided that no easements hereunder,other than those previously created and of record prior to the date of this Declaration, shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements which consent shall not be unreasonably withheld or delayed. ARTICLE VI CONSTRUCTION Section 6.01 All construction activities on a Parcel performed or authorized by an Owner shall be performed in compliance with all Governmental Requirements and,where not in conflict with Governmental Requirements, the Governing Documents. All construction shall utilize first class materials and shall be performed in a good, safe, and workman-like manner according to best construction management practices. Each Owner shall maintain the undeveloped portions of its Parcel owned by it in a sightly condition. Section 6.02 Each Owner further agrees that any construction activities performed or authorized by it shall not: (a) cause any unreasonable increase in the cost of constructing improvements upon another Owner's Parcel, (b) unreasonably interfere with construction work being performed on any other Parcel, (c) unreasonably interfere with the use, occupancy or enjoyment of any part of the remainder of the Development by any other Owner or its Permittees, or (d) cause any Building located on another Parcel to be in violation of any Governmental Requirements. Section 6.03 Each Owner shall defend,protect,indemnify and hold harmless each other Owner from and against all claims and demands, including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including reasonable attorneys fees and cost of suit, arising out of or resulting from any construction activities performed or authorized by such indemnifying Owner; provided, however, that the foregoing shall not be applicable to either events or circumstances caused by the negligence or willful act or omission of such indemnified Owner, its tenants, subtenants, licensees, concessionaires, agents, servants, employees, or anyone claiming by, through, or under any of them. Section 6.04 Each Owner agrees that the Parking Area on its Parcel,when constructed, shall be constructed as generally shown on the Master Plan or on such Owner's Approved Site 12 • Plan or as otherwise approved by the ACB. No fence or other barrier which would prevent or unreasonably obstruct the passage of pedestrian or vehicular travel shall be erected or permitted within or across the Parking Area, exclusive of the limited curbing and other forms of traffic control depicted on the Master Plan or on such Owner's Approved Site Plan or as otherwise approved by the ACB. Contemporaneously with the construction of a Building upon its Parcel, the constructing Owner shall cause the Parking Area on its Parcel to be substantially completed no later than the day the first occupant of such Building opens for business with the public; provided that construction of Parking Areas on a Parcel may be staged to coincide with the Parking Areas reasonably needed to provide pedestrian and vehicular ingress,egress and access to the Buildings then constructed on such Parcel, and to meet required parking ratios for such Buildings and otherwise to conveniently serve such Buildings. Such work shall be done in accordance with Governmental Requirements, in a good and workmanlike manner and in accordance with good engineering standards. Section 6.05 The lighting system shall be of a type and design approved by the ACB(or by the ARB if such lighting is subject to ARB approval), and shall be designed to produce a minimum maintained lighting intensity measured at grade at all points at such levels as are required by the Governmental Authorities and as approved by the ACB (or the ARB if such lighting is subject to ARB approval). The type and design of the Common Area light standards shall be approved by the ACB(or the ARB if such lighting is subject to ARB approval),subject to approval of Governmental Authorities,as applicable. 11111111 The Parking Area on each separate Parcel and/or legally subdivided parcel of land(regardless of ownership)comprising the Property shall contain sufficient parking spaces on said Parcel,which may not rely on parking spaces that may be available on another portion of the Development, in order to comply with the greater of(i)Governmental Requirements or(ii) the following minimum requirements: 4.5 parking spaces for each one thousand (1,000) square feet of Floor Area(other than for Townhouse Lots,for which the number of parking spaces shall be as required by the Governmental Authorities, and other than restaurants) and 10 parking spaces for each one thousand (1,000) square feet of the Floor Area of any restaurants on such Parcel. Section 6.07 Except for the Owners of the Block Cl Lots, no Owner shall make changes to the improved Parking Area on its Parcel without the approval of the ACB and as provided for in the Rules and Regulations. Section 6,08 Building(s) shall only be located within the Building Areas. Each Party agrees that once it has commenced construction of a Building on its Parcel,the exterior"shell" of such Building shall be substantially completed within a reasonable time.The maximum square footage of buildable space for each Parcel shall not exceed the permitted square footage allocated to such Parcel in writing by the Declarant. Section 6.09 In the event any mechanic's lien is recorded against the Parcel of one Owner as a result of services performed or materials furnished for the use of another Owner,the Owner permitting or causing such lien to be so recorded agrees to cause such lien to be 13 discharged within fifteen(15)days alter the entry of a final judgment(after all appeals) for the foreclosure of such lien.Notwithstanding the foregoing,upon request of the Owner whose Parcel is subject to such lien, the Owner permitting or causing such lien to be recorded agrees to promptly cause such lien to be released and discharged of record, either by paying the indebtedness which gave rise to such lien or by posting bond or other security as shall be required by law to obtain such release and discharge. Nothing herein shall prevent the Owner permitting or causing such lien to be recorded from contesting the validity thereof in any manner such Owner chooses so long as such contest is pursued with reasonable diligence. In the event such contest is determined adversely (allowing for appeal to the highest appellate court), such Owner shall promptly pay in full the required amount,together with any interest,penalties,costs, or other charges necessary to release such lien of record.The Owner permitting or causing such lien agrees to defend,protect,indemnify and hold harmless the other Owner and its Parcel from and against all claims and demands,including any action or proceeding brought thereon,and all costs,losses,expenses and liabilities of any kind relating thereto,including reasonable attorneys' fees and cost of suit,arising out of or resulting from such lien. ARTICLE VII ARCHITECTURAL CONTROL BOARD Section 7.01 The Architectural Control Board ("ACB") shall consist of not more than three(3)members, appointed by the Board of Directors of the Association;provided,however, that during the Period of Declarant Control,the Declarant may appoint the members of the ACB. The power to "appoint" as provided herein, shall include without limitation the power to: constitute the initial membership of the ACB; appoint member(s)to the ACB on the occurrence of any vacancy therein, for whatever reason; and remove any member of the ACB, with or without cause, at any time, and appoint the successor thereof. Each such appointment shall be made for such term(s)of office,subject to the aforesaid power of removal, as may be set from time to time in the discretion of the appointor. Section 7.02 The ACB shall regulate the development and external design, location, appearance,landscaping and grading of the Parcels and of the structures and other improvements thereon(but only as expressly provided in this Declaration)in such a manner so as to preserve and enhance values and to maintain a harmonious relationship among structures and the natural vegetation and topography. In those instances where a building(s)on a Parcel within the Block Cl Lots is subject to approval of the ARB and issuance of a Certificate of Appropriateness,the requirements of the ARB concerning design,location and appearance of any such building(s)and the grading, landscaping and lighting thereof shall govern and control and approval of the ACB shall not be required. Section 7.03 No improvements, alterations, repairs, excavations, changes in grade, major landscaping or other work which in any way alters any Parcel or the exterior of any improvements located thereon from its natural or improved state existing on the date such property was first conveyed in fee by the Declarant to an Owner shall be made or done unless and until the plans, specifications, working drawings, and proposals for the same showing the nature, kind, shape, type, materials and location thereof shall have been submitted to and 14 approved in writing by the ACB,pursuant to Section 7.04 hereof; provided that the foregoing provisions of this Section shall not apply to the Block Cl Lots or to any improvements thereon. The locations of any buildings or related improvements shall be in general accord with the Building Areas. Section 7.04 Prior to commencement of work to accomplish any proposed improvements, the person proposing to make such improvements ("Applicant") shall submit to the ACB at its offices such descriptions,surveys,plot plans,drainage plans,elevation drawings, construction plans, specifications and samples of materials and colors as the ACB may reasonably request showing the nature,kind,shape,height,width,color,materials,and location of the proposed Improvements. The ACB may require submission of additional plans, specifications or other information prior to approving or disapproving the proposed Improvements. Until receipt by the ACB of all required materials in connection with the proposed Improvements,the ACB may postpone review of any materials submitted for approval. The ACB shall approve any proposed Improvements only if it deems in its reasonable discretion: that the Improvements in the location indicated will not be detrimental to the appearance of the surrounding areas of the Property as a whole;that the appearance of the proposed Improvements will be in harmony with the surrounding areas of the Property;that the Improvements will not detract from the beauty, wholesomeness and attractiveness of the Property or the enjoyment thereof by Owners;and that the proposed Improvements comply with the guidelines and rules of the ACB.The ACB may condition its approval of any proposed Improvements upon the making of such changes therein as the ACB may deem appropriate. The ACB shall keep a written record of all final action of the ACB.Notwithstanding anything to the contrary,the foregoing provisions of this Section 7.04 shall not apply to the Block CI Lots or to any of the improvements thereon. Section 7.05 The ACB may,but is not required to,issue guidelines or rules relating to: the procedures; materials to be submitted; factors which will be taken into consideration in connection with the consideration of any proposed Improvements;and any other matters within the jurisdiction of the ACB. Such guidelines or rules may specify circumstances under which the strict application of limitations or restrictions under this Declaration will be waived or deemed waived in whole or in part because strict application would be unreasonable or unduly harsh under the circumstances. Such guidelines or rules may waive the requirements for approval of certain Improvements to Parcels or exempt certain Improvements to Parcels from the requirement for approval if the ACB believes that such approval is not reasonably required.Such guidelines or rules may be modified or amended from time to time by the ACB. All Owners, prospective Owners and other persons,are advised to contact the ACB to obtain the most current copy of such guidelines or rules. Section 7.06 The ACB or its duly authorized representative shall have the right to inspect any Improvements prior to or after completion,provided that the right of inspection shall terminate sixty (60) days after the ACB shall have received a Notice of Completion from the Applicant. If as a result of inspections or otherwise,the ACB finds that any Improvements have been done without obtaining the approval of the ACB or were not done in substantial compliance with the description and materials furnished to and all conditions imposed by the ACB or was not completed within one(1)year after the date of approval by the ACB, the ACB shall notify 15 the Applicant in writing of the noncompliance;which notice("Notice of Noncompliance")shall be given, in any event, within sixty (60) days after the ACB receives a Notice of Completion from the Applicant. The notice shall specify the particulars of the noncompliance and shall require the Applicant to take such action as may be necessary to remedy the noncompliance. If the ACB determines that a noncompliance exists, the Applicant shall remedy or remove the same within a period of not more than thirty(30)days from the date of receipt by the Applicant of the ruling of the ACB. If the Applicant does not comply with the ACB ruling within such period,the ACB may,at its option,record a Notice of Noncompliance against the real property on which the noncompliance exists, may remove the non-complying Improvements or may otherwise remedy the noncompliance,and the Applicant shall reimburse the ACB,upon demand, for all costs and expenses incurred therewith. The right of the ACB to remedy or remove any noncompliance shall be in addition to all other rights and remedies which the ACB may have at law, in equity, or under this Declaration. Notwithstanding anything to the contrary, the foregoing provisions of this Section 7.06 shall not apply to the Block Cl Lots or to any improvements thereon. Section 7.07 No action or failure to act by the ACB shall constitute a waiver or estoppel with respect to future action by the ACB with respect to any Improvements. Specifically, the approval by the ACB of any Improvements shall not be deemed a waiver of any right or an estoppel to withhold approval or consent for any similar Improvements or any similar proposals, plans,specifications or other materials submitted with respect to any other Improvements. Section 7.08 The ACB may authorize variances from compliance with any of the provisions of this Declaration, or the ACB's guidelines or rules, when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental considerations may require.Such variances must be evidenced in writing and shall become effective when signed by at least a majority of the members of the ACB. If any such variance is granted, no violation of the provisions of this Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted; provided, however, that the granting of a variance shall not operate to waive any of the provisions of this Declaration or any guidelines or rules of the ACB, for any purpose except as to the particular property and particular provision hereof covered by the variance, nor shall the granting of a variance affect in any way the Owner's obligation to comply with all Governmental Requirements, including, but not limited to, zoning ordinances and setback lines or requirements imposed the Governmental Authorities. Section 7.09 There shall be no liability imposed on the ACB, any ACB representative, the Declarant,or any officer,director,member,agent or employee thereof, for any loss,damage or injury arising out of or in any way connected with the performance of the duties of the ACB unless due to the willful misconduct or bad faith of the party to be held liable.In reviewing any matter, the ACB shall not be responsible for reviewing the Improvements for safety, whether structural or otherwise, or conformance with building codes or other Governmental Requirements; nor shall the ACB's approval of any Improvements be deemed approval of the Improvements from the standpoint of safety, whether structural or otherwise, or conformance with building codes or other Governmental Requirements. 16 Section 7.10 Any buildings, structures, and related improvements to be constructed on any Parcel shall also comply with all Governmental Requirements applicable to the Parcel as imposed or administered by applicable Governmental Authorities,including the ARB. ARTICLE VIII BUILDING AND USE RESTRICTIONS Section 8.01 No use shall be permitted in the Development which is inconsistent with the Code of Development as set forth in the Master Plan,any other Governmental Requirements, or which is inconsistent with the operation of a first-class mixed used development. Without limiting the generality of the foregoing,the following uses shall not be permitted: (A) Any use which emits an obnoxious odor,or obnoxious noise or sound which can be heard or smelled outside of any Building in the Development (but this provision shall not restrict or prohibit: (i)outdoor seating areas for restaurants or(ii) gas or charcoal grills utilized by a restaurant and vented to the outside). (B) An operation primarily used as a storage warehouse operation and any assembling, manufacturing,distilling,refining,smelting,agricultural or mining operation. (C) Any"second hand"store, "salvage"store,or pawn shop(but this prohibition shall not be applicable to any consignment or similar shop or first-class antique store). (D) Any mobile home park, trailer court, labor camp, junkyard, or stockyard; provided, however, this prohibition shall not be applicable to the temporary use of construction trailers during periods of construction,reconstruction or maintenance. (E) Any dumping, disposing, incineration or reduction of garbage; provided, however, this prohibition shall not be applicable to garbage compactors or dumpsters located near the rear of any Building. (F) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation other than auctions of art and wine in connection with an art gallery or wine store. (G) Any central laundry, dry cleaning plant or laundromat; provided, however, this prohibition shall not be applicable to any dry cleaners and/or supportive facilities oriented to pickup and delivery by the ultimate consumer. (H) Any automobile, truck,trailer or recreational vehicle sales,leasing,display or body shop repair operation. (I) Any veterinary hospital or animal raising or boarding facility.Any veterinary or boarding services provided in connection with the operation of a pet shop shall only be incidental to such operation;the boarding of pets as a separate customer service shall be prohibited; 17 all kennels, runs and pens shall be located inside the Building; and the combined incidental veterinary and boarding facilities shall occupy no more than fifteen percent (15%) of the Floor Area of the pet shop. Notwithstanding the foregoing, the foregoing prohibitions and limitations shall not be applicable to national chain pet stores approved by the ACB, provided that they are operating in generally the same manner as typical stores in the chain. (J) Any establishment selling or exhibiting"obscene"material(but this prohibition shall not apply to a full-line video store,bookstore and/or music store which may incidentally sell or rent x-rated or adult videos,books or music). (K) Any establishment selling or exhibiting illegal drug-related paraphernalia. (L) Any(a)flea market,(b)amusement or video arcade of more than five(5)games(except as part of a restaurant, theater, or other primary permitted use), pool or billiard hall (except as part of a restaurant),(c)car wash(except in connection with a fueling station as may be indicated on the Master Plan),or(d)dance hall. (M) Any gambling facility or operation, including but not limited to: off-track or sports betting parlor; table games such as blackjack or poker; slot machines, video poker/blackjack/keno machines or similar devices; or bingo hall. Notwithstanding the foregoing, this prohibition shall not be applicable to government sponsored gambling activities or charitable gambling activities,so long as such activities are incidental to the business operation being conducted by the occupant. Section 8.02 No Owner shall use,or permit the use of,Hazardous Materials on,about, or under its Parcel,or the balance of the Development,except in the ordinary course of its usual business operations conducted thereon,and any such use shall at all times be in compliance with all Environmental Laws. Each Owner agrees to defend, protect, indemnify and hold harmless each other Owner from and against all claims or demands, including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including but not limited to costs of investigation,remedial or removal response, and reasonable attorneys'fees and cost of suit,arising out of or resulting from any Hazardous Material used or permitted to be used by such Owner,whether or not in the ordinary course of business. For the purpose of this Section 8.02, the term (i) "Hazardous Materials" shall mean and refer to the following:petroleum products and fractions thereof,asbestos,asbestos containing materials,urea formaldehyde,polychlorinated biphenyls,radioactive materials and all other dangerous,toxic or hazardous pollutants, contaminants, chemicals, materials, substances and wastes listed or identified in,or regulated by,any Environmental Law,and(ii)"Environmental Laws"shall mean and refer to the following: all federal, state, county, municipal, local and other statutes, laws, ordinances and regulations which relate to or deal with human health or the environment,all as may be amended from time to time. Section 8.03 This Declaration is not intended to, and does not, create or impose any obligation on an Owner to operate, continuously operate, or cause to be operated a business or 18 any particular business on any Parcel. In the event an Owner, other than Declarant or the Owner(s)of any Parcels comprising the Block Cl Lots,has not commenced construction on its Parcel within eighteen (18) months after such Owner acquired title to such Parcel from Declarant,the Owner of such Parcel hereby grants Declarant an option to purchase such Parcel for a period of sixty(60) days after the termination of such 18-month period at a price equal to the purchase price for such Parcel plus the amounts expended by such Owner for installation of utilities to serve such Parcel; such option may be exercised by Declarant by written notice to such Owner within sixty (60) days of the expiration of such 18-month period. The foregoing provisions of this Section 8.03, and the right of repurchase herein granted Declarant, shall not apply to the Block Cl Lots or to any Parcels comprising said Block Cl Lots. Section 8.04 While construction activities are taking place on a Parcel, the Owner of the Parcel will hold harmless and indemnify Declarant, its successors and assigns, and other Owners and their invitees,and tenants, for any and all damage incurred by and on behalf of the Owner of the Parcel, its successors, assigns, invitees, and tenants arising out of any such construction activities; moreover,the Owner of the Parcel will regularly remove dirt and debris from the Parcel and will not permit any dirt or debris to accumulate anywhere outside of the Parcel during the construction period, will repair all damage to the Development as soon as reasonably possible, and will proceed with construction at such a pace so as to complete construction of improvements on the Parcel as soon as reasonably possible. Section 8.05 Customers of the Development or any of the Parcels may park in any of the Parking Areas provided at the Development or on any of the Parcels except for Building Areas and except for designated parking spaces on any Residential Tracts. Section 8.06 All improvements on each Parcel and any appurtenant areas will be maintained and repaired by the Owner of such Parcel in a commercially reasonable manner and condition consistent with first class commercial developments in the Charlottesville/Albemarle County area,including,but not limited to,all structures,lighting,landscaping and signage. Section 8.07 The Owner of each Parcel shall be required to maintain its Parcel and all Buildings and improvements thereon,in a commercially reasonable manner and condition at all times consistent with that found in first class commercial projects in the Charlottesville/Albemarle County area. No buildings may be "boarded up" at any time or be allowed to become unsightly in any manner. Section 8.08 No portion of either the Development or any of the Parcels may be used for any unlawful or extra-hazardous purpose,nor may any Parcel be used in such a manner so as to constitute or create a public or private nuisance or violate any applicable governmental laws or regulations or the Governing Documents. Section 8.09 Pipes for water, gas, sewer, drainage or other purposes and wires,poles, antenna and other facilities for the transmission or reception of audio or visual signals(other than rooftop units) or electricity, and utility meters or other utility facilities shall be kept and maintained only with the prior consent of the ACB and shall be kept and maintained 19 underground or within an enclosed structure. No exterior radio antenna,television antenna, or other antenna of any type shall be erected or maintained in the Development, except that on commercial Parcels, an Owner may erect antenna or satellite dish(es) if such is reasonably appropriate for the business(es) conducted by the Owner, its tenants, subtenants, licensees or other Occupants,on the Parcel and is reasonably screened from public view or otherwise as may be required by the ARB. With the approval of the ACB, a master antenna or cable television antenna may, but need not, be provided for use of all Owners or a group of Owners, and Declarant may grant easements for such purposes,provided no such easements shall be located on or encumber the Block Cl Lots. Notwithstanding the foregoing, neither the restrictions nor the requirements of this Section shall apply to those "antennae" (including certain satellite dishes) which are specifically covered by regulations promulgated under the Telecommunications Act of 1996, as amended from time to time. As to "antennae" (including certain satellite dishes)which are specifically covered by the Telecommunications Act of 1996, as amended, the Association shall be empowered to adopt rules and regulations governing the type of"antennae"(including certain satellite dishes)that are permissible hereunder and, to the extent permitted by the Telecommunications Act of 1996, as amended, establishing reasonable, non-discriminatory restrictions relating to appearance,safety,location and maintenance. ARTICLE IX SIGNS Section 9.01 Except for those Parcels whose improvements(including signage thereon) are subject to review and approval by the ARB, the ACB shall have the right to approve the design, size and location of all signs and sign structures located within the Development, including the identification panels to be attached thereto. The Rules and Regulations contain additional restrictions on the use of signs. Section 9.02 The Declarant hereby establishes for the benefit of all Parcels and the Development, permanent non-exclusive easements for the construction, maintenance, operation and repair of monument signs in the locations more particularly shown on Exhibit D hereto attached. The construction,maintenance,operation,and repair of such signs for the benefit and use of the Development shall be performed and paid for by the Association as Common Area Maintenance Costs,and as otherwise provided in the Governing Documents. ARTICLE X COMMON AREAS;COMMON AREA MAINTENANCE COSTS; MAINTENANCE OF PARCELS Section 10.01 Subject to the joint maintenance provisions set forth in Section 10.02, each Owner shall cause to be operated and maintained, including any replacement due to ordinary wear and tear,at its sole cost and expense, the Parking Area on its Parcel in a sightly, safe condition and good state of repair. The unimproved Parking Area shall be mowed and kept litter-free. The minimum standard of maintenance for the improved Parking Area shall be comparable to the standard of maintenance followed in other first class retail developments of comparable size in the Charlottesville/Albemarle County area; notwithstanding the foregoing, 20 however, the Parking Area shall be operated and maintained in compliance with all applicable Governmental Requirements,and the provisions of the Governing Documents.All Parking Area improvements shall be repaired or replaced with materials at least equal to the quality of the materials being repaired or replaced so as to maintain the architectural and aesthetic harmony of the Development as a whole.Such operation,maintenance and repair obligation shall include but not be limited to the following: (A) Drive and Parking Areas. Maintaining all paved surfaces and curbs in a smooth and evenly covered condition, including,without limitation,replacement of base,skin patch, resealing,and restriping; (B) Debris and Refuse. Periodically removing papers,debris, filth,refuse, ice and snow(2" on surface),including vacuuming and broom-sweeping as reasonably required,but in any event to the extent necessary to keep the Parking Area in a first-class,clean and orderly condition; provided, however, that trash and/or garbage removal from a Building on a Parcel shall not be considered a Common Area Maintenance Cost (as defined below). All sweeping shall be at appropriate intervals during such times as shall not interfere with the conduct of business or use of the Parking Area by Permittees. (C) Signs and Markers. Maintaining, cleaning and replacing any appropriate directional, stop, or handicapped parking signs or markers and the Development Monument Signs and/or directional signs(but not tenant or other Occupant identification panels thereon); restriping parking lots and drive lanes as necessary to maintain parking space designation and traffic direction; and keeping clearly marked fire lanes, loading zones, no parking areas and pedestrian crosswalks. (D) Lighting. Maintaining,cleaning and replacing Parking Area lighting facilities,including light standards, wires, conduits, lamps, ballasts and lenses, time clocks and circuit breakers, and the cost of illumination, including electricity and any other utility costs. (For purposes of this Section,replacement of damaged or worn out lighting standards and fixtures shall be considered maintenance items). Exterior Building lighting fixtures, including any lighting fixtures associated with a canopy or other architectural feature forming a part of such Building,and exterior Building signs shall be considered a part of such Building,and the maintenance and replacement of such fixtures and signs, and the cost of illumination,shall be the obligation of the Owner upon whose Parcel such fixtures and signs are located. (E) Landscaping. Maintaining and replacing all landscape plantings,trees and shrubs in an attractive and thriving condition, trimmed and weed-free; maintaining and replacing landscape planters, including those adjacent to exterior walls of Buildings; maintaining and operating irrigation systems and modifying the same to satisfy governmental water allocation or emergency requirements. If any Owner or occupant requires "special" landscaping (i.e. flowers, shrubs, trees, etc.) beyond the standard landscaping requirements for the remainder of the Development or as required by Governmental Requirements,including the ARB,or if landscaping additions/modifications are required 21 as a result of a Building addition, expansion or remodel, the cost of installation, • replacement and maintenance of such special or required landscaping shall be borne solely by such Owner or occupant, as the case may be, and shall not be included in Common Area Maintenance Costs. (F) Obstructions. Keeping the Parking Area free from any obstructions, including those caused by the sale or display of merchandise,unless such obstruction is permitted under the provisions of this Declaration. (G) Sidewalks. Maintaining, cleaning and replacing sidewalks,including those adjacent and contiguous to Buildings. Sidewalks shall be pressure washed periodically as may be needed but not less than four(4) times per year, shall be swept at appropriate intervals during such time as shall not interfere with the conduct of business or use of the Parking Area. Canopies, awnings, trellises, pergolas and other similar treatments overhanging sidewalks adjacent to Buildings shall not be considered Parking Area and shall be installed, maintained, cleaned,repaired and replaced by and solely at the expense of the Owner of the Parcel, and shall be cleared of ice or snow(after each snow fall of 2"or more). (H) Security Measures. There shall be no obligation, duty or responsibility, express or implied, under this Declaration for any Owner or for the Property Manager to provide security for any Parcel or for the occupants, customers or other permittees of the Development. (I) Traffic. Supervising traffic at entrances and exits to each Parcel and within the Parcel as conditions reasonably require in order to maintain an orderly and proper traffic flow. (J) Parks and Open Spaces. Maintaining the"pocket park"areas to be located in portions of Block IV and Block VIII as shown on the Master Plan, including maintaining and replacing all landscape plantings,trees and shrubs in an attractive and thriving condition, trimmed and weed-free. (K) Stormwater Management Facilities. Maintaining,cleaning,and replacing as necessary all Stormwater Management Facilities described in Article III. (L) Roads. Maintaining,cleaning and replacing all Roads,and additionally,any landscaping required to be maintained within publicly dedicated roads. Notwithstanding anything contained herein to the contrary, each Owner shall have the obligation to operate, maintain, and repair, at its sole cost and expense,in a clean, sightly and safe condition,the following items(if any) located on its Parcel in conformance with the Rules and Regulations: any exterior shipping/receiving dock area; any truck ramp or truck parking area; any recycling center or similarly designated area for the collection of items intended for recycling;and any refuse,compactor or dumpster area.Furthermore,each of the Owner(s)of the Block Cl Lots and any Parcel(s)comprising the same shall be solely responsible,at its cost and 22 expense (which may be shared by the other Owners of the Parcels within the Block Cl Lots pursuant to a separate agreement not incorporated herein) for the operation, maintenance and repair of the Parking Area and improvements and other common facilities on its Parcel including,without limitation,such obligations as are set forth in items(A)through(I)above.The Parking Area and improvements and other common facilities, including landscaping and site lighting, on the Block Cl Lots will be maintained in a manner consistent with other first class retail developments in the Charlottesville/Albemarle County area. If any Parcel comprising the Block Cl Lots is not so maintained and such failure to maintain shall continue after written notice of default to the Owner of such Parcel not being maintained and beyond expiration of the applicable cure period set forth in Section 14.01 hereof, then such Owner shall be deemed a Defaulting Party under said Section 14.01 and Declarant, the Association or the Property Manager,or any Non-Defaulting Party,may thereafter exercise all self-help remedies and other rights and remedies under Section 14.02 of this Declaration to remedy the default of such Defaulting Party. Section 10.02 Except for the Parking Areas on the Block Cl Lots,the Association shall operate and maintain the Parking Areas, the Stormwater Management Facilities, the pocket parks,any access roads,landscaping within publicly dedicated roads,and other Common Area of the Development in accordance with the requirements of Section 10.01, exclusive of any replacement of"capital improvements" due to ordinary wear and tear,which replacement shall be the responsibility of the Owner of the affected Parcel. Section 10.03 The Common Area Maintenance Costs for the Property shall be allocated and assessed among the Parcels [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] as set forth herein and shall be assessed and collected by the Association as Assessments. Except for the special allocation of costs of maintenance of the Stormwater Management Facilities as set forth in Section 10.04 below, the Common Area Maintenance Costs for the Property shall be allocated and assessed among the Parcels [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] as follows: (a) initially,pro rata based upon the ratio of the square footage of each Parcel [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] to the total square footage of all Parcels("Parcel Square Footage Ratio"); (b) at such time as there is at least 100,000 square feet of Floor Area in the Development, then seventy-five percent(75%)of the Common Area Maintenance Costs shall be allocated to all Parcels [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] based upon the Parcel Square Footage Ratio and twenty-five percent(25%) shall be allocated pro rata based upon the ratio of the Floor Area of each Parcel[other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] to the aggregate Floor Area of all Parcels("Floor Area Ratio"); (c) notwithstanding the foregoing, at such time as at least ninety percent (90%) of the Property in the Development has been developed, as evidenced by 23 Approved Site Plans, then Common Area Maintenance Costs shall be allocated based solely on the Floor Area Ratio; (d) all computations and allocations under this Section 10.03 shall be made quarterly,as of the first day of each calendar quarter. Section 10.04 Notwithstanding the provisions of Section 10.03 above,that portion of the Common Area Maintenance Costs attributable to the maintenance of the Stormwater Management Facilities shall be allocated among those Parcels(including the Block Cl Lots and the Parcels comprising the same) which utilize or benefit from the applicable Stormwater Management Facilities and shall be based on the square footage of the respective Parcels. Consequently, Common Area Maintenance Costs attributable to Stormwater Management Facility #1, after deducting any contribution to such costs to be borne by Hollymead Town Center, LLC, Target Corporation or the owners of other land not part of the Property, shall be allocated among Parcels served by that particular facility and such costs attributable to Stormwater Management Facility#2 shall be allocated among Parcels served by that particular facility. Section 10.05 Notwithstanding the provisions of Section 10.03 above, the Owner(s) of the Block Cl Lots and the Parcels comprising the same shall pay their pro-rata share,computed in accordance with Section 10.03 above (but with the Block Cl Lots and Parcels comprising same included for purposes of this calculation),of the costs of operation,maintenance and repair of the Roads(until publicly dedicated to and accepted by any Governmental Authorities). Section 10.06 Notwithstanding anything to the contrary contained in this Article or elsewhere in the Governing Documents, the provisions of this Article are to be limited in application to the division of responsibility and the reimbursement of costs and expenses only as between the Owners of the Parcels within the Development and shall not be deemed for the benefit of any other owners or occupants of the Hollymead Town Center. Section 10.07 The Association shall maintain the Common Area in accordance with the standards set forth herein. Section 10.08 Notwithstanding anything in the Governing Documents to the contrary, the Owners of the Residential Tracts shall not be assessed for the cost of maintenance and operation of the Parking Areas on other Parcels and the Owners of any commercial Parcels shall not be assessed for the cost of maintenance and operation of the Parking Areas on the Residential Tracts. ARTICLE XI ASSOCIATION Section 11.01 Every Owner of a Parcel within the Development shall be a member of the Association; however, no owner of a Townhouse Lot, any residential townhouse, or residential condominium unit shall be a member of, or be entitled to any votes in, the Association,but any 24 separate townhouse owners association or residential condominium association(collectively,the "Residential Associations")shall be a member of the Association. Section 11.02 Each Parcel shall be assigned voting rights in the Association as set forth in this Section. Each Parcel shall be entitled to at least one (1) vote. In addition, any Parcel containing a Building for which a certificate of occupancy has been issued by the County of Albemarle shall be entitled to one(1)additional vote for each 2,500 square feet of Floor Area in such Building(s) located on its Parcel. Each Residential Association shall be entitled to one(1) vote in the Association. No Townhouse Lot shall be entitled to any voting rights in the Association. Section 11.03 After the Period of Declarant Control, the Association shall become the successor to the Declarant for all purposes. During the Period of Declarant Control, the Declarant shall have the right in its sole discretion to transfer any one or more(including all)of its rights,privileges,and duties under this Declaration to the Association,which transfer shall be evidenced by an instrument executed by Declarant and recorded in the Clerk's Office. Section 11.04 The Association shall be governed by and operated in accordance with the provisions of this Declaration, the Rules and Regulations,and the Articles of Incorporation and bylaws of the Association,as the same may be amended from time to time. Section 11.05 The affairs of the Association shall be managed by a Board of Directors. The number, term and qualification of the Board of Directors shall be fixed in the Articles of Incorporation and Bylaws. Except as otherwise provided in this Article, during the Period of Declarant Control, the Declarant may appoint all officers and directors and may remove all officers and members of the Board of Directors appointed by it. Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board of Directors before termination of the Period of Declarant Control;but,in that event,the Declarant may require,for the duration of the Period of Declarant Control,that specified actions of the Association or Board of Directors, as described in a recorded instrument executed by the Declarant,be approved by the Declarant before they become effective. Section 11.06 Subject to the provisions and restrictions set forth in Sections 1.14, 1.16, and 1.32 hereof,the Association may adopt,amend,repeal and enforce Rules and Regulations as may be deemed necessary or desirable with respect to the interpretation and implementation of this Declaration, the operation of the Association,the use and enjoyment of Common Area and the use of any other property, including Parcels. Any such Rules and Regulations shall be uniformly applied (except as provided below). Such Rules and Regulations shall be effective only upon adoption by resolution of the Board of the Association. Notice of the adoption, amendment or repeal of any Rule or Regulation shall be given in writing to each Member at the address for notices to Members as elsewhere provided in this Declaration or the Bylaws, and copies of the currently effective Rules and Regulation shall be made available to each Member upon request and payment of the reasonable expense of copying the same. Each Member shall comply with such Rules and Regulations and shall see that persons claiming through such Member comply with such Rules and Regulations. Such Rules and Regulations shall have the 25 same force and effect as if they were set forth in and were part of this Declaration. However, such Rules and Regulations shall not conflict with this Declaration. In the event of conflict between the Rules and Regulations and the provisions of this Declaration,the provisions of this Declaration shall prevail, as applicable. Subject to the provisions and restrictions set forth in Sections 1.14, 1.16,and 1.32 hereof,the Association may adopt Rules and Regulations that differ for various classes or uses or property within the Development. Section 11.07 The Association shall have the power to enforce the provisions of this Declaration and the Rules and Regulations, and shall take such action as the Board deems necessary or desirable to cause such compliance by each Member and each person claiming by, through or under such Member ("Related User"). Without limiting the generality of the foregoing,the Association shall have the power to enforce the provisions of this Declaration and of the Rules and Regulations by any one or more of the following means: (a)by entry upon any Parcel after Notice and Hearing(unless a bona fide emergency exists), without liability to the Owner thereof, for the purpose of enforcement or causing compliance with this Declaration or the Rules and Regulations; (b)by commencing and maintaining actions or suits to restrain and enjoin any breach or threatened breach of the provisions of this Declaration or the Rules and Regulations,by mandatory injunction or otherwise;(c)by commencing and maintaining actions or suits to recover damages for breach of any of the provisions of this Declaration or the Rules and Regulations; (d)by suspension, after Notice and Hearing,of the voting rights of a Member during and for up to sixty(60)days following any breach by such Member or a Related User of such Member of this Declaration, or such Rules and Regulations, unless the breach is a continuing breach in which case such suspension shall continue for so long as such breach continues;(e)by suspension of the voting rights of a Member for delinquent Assessments until such time as the Assessments become current; (f) by levying and collecting, after Notice and Hearing, a reimbursement charge against any Member for breach of this Declaration or such Rules and Regulations by such Member or a Related User of such Member;and/or(g)by levying and collecting, after Notice and Hearing, reasonable and uniformly applied fines and penalties, established in advance in the Rules and Regulations of the Association, from any Member or Related User for breach of this Declaration or such Rules and Regulations by such Member or a Related User of such Member. Section 11.08 Each Owner by acceptance of a deed therefor,whether or not it shall be so expressed in such deed, is liable for applicable Assessments made against such Owner's Parcel during the period of ownership of such Parcel and shall be personally obligated to pay to the Association: Assessments(inclusive of allocated share of Common Area Maintenance Costs,as applicable), Special Assessments, reimbursement charges, and special purpose charges, all as provided in this Declaration,with such Assessments to be established and collected as provided in this Declaration. The obligation for such payments by each Owner to the Association is an independent covenant with all amounts due,from time to time,payable in full when due without notice or demand(except as otherwise expressly provided in this Declaration),and without set- off or deduction. All Owners of each Parcel shall be jointly and severally liable to the Association for the payment of all Assessments attributable to their Parcel. Each Assessment shall also be the personal obligation of the person who was the Owner of such Parcel at the time when the Assessment became due.The personal obligation for delinquent Assessments shall not 26 pass to such Owner's successors in title unless expressly assumed by them. If an Assessment is payable in installments,each installment is a lien from the time it becomes due,including the due date set by any valid acceleration of installment obligations by the Association. The Association's lien on a Parcel for Assessments shall be superior to any homestead exemption now or hereafter provided by the laws of the Commonwealth of Virginia or any exemption now or hereafter provided by the laws of the United States.The acceptance of a deed to a Parcel shall constitute a waiver of the homestead and any other exemption as against such Assessment Lien. Assessments shall be payable in the amounts specified in the levy thereof and no offsets or reduction thereof shall be permitted for any reason including, without limitation, or any claim that the Association or the Board of Directors is not properly exercising its duties and powers under this Declaration. Section 11.09 During the Period of Declarant Control, the Declarant may in its discretion,but shall not be required to,cover certain costs of the Association by payment of any amount(s), which shall be treated as an advance against future Assessments due from the Declarant, provided, however, that any such advances which have not been credited against Assessments due from the Declarant as of termination of the Period of Declarant Control shall then be repaid by the Association to the Declarant,with interest at the Wall Street Journal prime rate but in no event greater than six percent(6%)per annum,to the extent that the Association has funds in excess of its working capital funds,reserve funds,and funds for operating expenses to date for the calendar year in which the Period of Declarant Control terminates; and provided further,however,that any of such advances which are not repaid to the Declarant shall continue to constitute advances against Assessments from the Declarant to the Association until conveyance by the Declarant of all Parcels owned by it. If the Declarant elects in its discretion to pay any amounts as provided in this Section,Declarant shall not,under any circumstances,be obligated to continue payment or funding of any such amount(s)in the future. Section 11.10 In addition to the other charges provided for in this Declaration,the Board of Directors may at any time from time to time,levy a reimbursement charge or special purpose charge against any Owner(s)and their Parcel(s)in order to pay the actual or anticipated costs and expenses, including overhead expenses of the Association in providing special services to such Parcel(s) as reasonably determined by the Association; provided no special services shall be provided to the Owner(s) of any Parcel(s) within the Block CI Lots without the prior written consent of such Owner(s)to whom the special services are to be provided. Section 11.11 The Association may enter into such contracts or agreements on behalf of the Association as may be required in order to satisfy the requirements or guidelines of any Agency so as to allow for the purchase, guarantee or insurance, as the case may be, by any Agency of a first lien deed of trust on any Parcel. Each Owner hereby agrees that it will benefit the Association and the Members thereof, as a class of potential mortgage borrowers and potential sellers of Parcels,if Agencies approve the Development or parts thereof as a qualifying subdivision under their respective policies,rules and regulations as adopted form time to time. 27 ARTICLE XII RESIDENTIAL USE TRACTS As indicated on the Master Plan,certain Blocks within the Development are proposed to be developed for exclusively residential purposes as attached residential units (for example, townhouses or condominiums). The Declarant reserves the right,in its sole discretion,to further exclude from this Declaration,by recordation of an appropriate instrument in the Clerk's Office, any portions of the Property which may subsequently be determined to be developed for exclusively residential purposes; upon recordation of such instrument,the term "Property" shall be deemed amended to exclude such residential use tract("Excluded Tract")from the terms and conditions of this Declaration,subject,however,to the right of Declarant to approve the exterior design and appearance of all buildings and improvements to be constructed on such Excluded Tract,to the reservation of all easements through or across the Excluded Tract necessary to serve the remaining Property and/or the Parcels, and to the imposition upon the Excluded Tract of its allocated share of responsibility(based upon the land area of the Excluded Tract)for the costs associated with the Stormwater Management Facilities. ARTICLE XIII INSURANCE AND INDEMNITY Each Parcel Owner shall keep in full force and effect a policy or policies of commercial general liability insurance for their respective Parcels (at their own expense) with a combined single limit of not less than Two Million Dollars($2,000,000)in Constant Dollars.Each Parcel Owner's policy, and the Association's policy, will name the other Parcel Owners and its designees as an additional insured party, as their interests may appear, and will contain a clause that the insurer will not cancel or change the policy limit or deductible of such insurance without first giving each Parcel Owner thirty(30)days'prior written notice;provided the Owners of any Parcels within the Block Cl Lots shall only be required to name the other Owners of Parcels within the Block Cl Lots and the Association as additional insured parties,as their interests may appear. The insurance will be with reputable and solvent insurance companies licensed to do business in the Commonwealth of Virginia with a Best insurance rating of not less than A minus, Excellent. A copy of the policy,or certificate of insurance, together with a proof of premium payment,will be provided by each Parcel Owner to the Association. ARTICLE XIV GENERAL PROVISIONS Section 14.01 The occurrence of any one or more of the following events shall constitute a material default and breach of this Declaration by the non-performing party (the "Defaulting Party"): (a)the failure to make any payment required to be made hereunder within ten(10)days after receipt of written notice from Declarant,Property Manager or the Association that it is past the due date;(b)the failure to observe or perform any of the covenants,conditions or obligations of this Declaration within thirty (30) days after the issuance of a notice by Declarant, the Association, or Property Manager, as the case may be (the "Non-Defaulting Party") specifying the nature of the default claimed or,if such default is reasonably incapable of being cured within 28 such thirty(30)day period and the Defaulting Party commences the cure within such thirty(30) day period and thereafter diligently prosecutes the curing of such default to completion, such longer period as is reasonably necessary to cure such default using due diligence. Section 14.02 With respect to any default under Section 14.01,any Non-Defaulting Party shall have the right following the expiration of any applicable cure period, if any, but not the obligation, to cure such default by the payment of money or the performance of some other action for the account of and at the expense of the Defaulting Party;provided,however,that in the event such default shall constitute an emergency condition,the Non-Defaulting Party,acting in good faith,shall have the right to cure such default upon such advance notice as is reasonably possible under the circumstances or, if necessary, without advance notice, so long as notice is given as soon as possible thereafter. To effectuate any such cure,the Non-Defaulting Party and its contractors and subcontractors shall have a license to enter upon the Parcel of the Defaulting Party (but not into any Building) to perform any necessary work or furnish any necessary materials or services to cure the default of the Defaulting Party. Each Owner shall be responsible for the default of its Occupants. In the event any Non-Defaulting Party shall cure a default, the Defaulting Party shall reimburse the Non-Defaulting Party for all reasonable costs and expenses incurred in connection with such curative action,plus Interest as provided herein, within thirty(30)days after receipt of demand therefor,together with reasonable documentation supporting the expenditures made. In the event the Defaulting Party does not reimburse the Non- Defaulting Party as set forth above, in addition to any other remedy available, the Non- Defaulting Party shall have the right to offset such amount owed against any current or future sum of money due the Defaulting Party until the full amount owed is recovered. The right to cure the default of another party shall not be deemed to: (i) impose any obligation on a Non-Defaulting Party to do so;(ii)render the Non-Defaulting Party liable to the Defaulting Party or any third party for an election not to do so;(iii)relieve the Defaulting Party from any performance obligation hereunder; or (iv) relieve the Defaulting Party from any indemnity obligation as provided in this Declaration. Section 14.03 Costs,expenses and interests accruing and/or assessed pursuant to Section 14.01(a)and/or Section 14.02 above shall constitute a lien against the Defaulting Party's Parcel. Such lien shall attach and take effect only upon recordation of a claim of lien in the Clerk's Office by the party making such claim. The claim of lien shall include the following: (a) the name of the lien claimant; (b) a statement concerning the basis for the claim of lien and identifying the lien claimant as a Non-Defaulting Party; (c) an identification of the owner or reputed owner of the Parcel or interest therein against which the lien is claims; (d)a description of the Parcel against which the lien is claimed; (e) a description of the work performed or payment not made which has given rise to the claim of lien and a statement itemizing the amount thereof;and(I)a statement that the lien is claimed pursuant to the provisions of this Declaration, reciting the date and document number of recordation hereof. The notice shall be duly verified, acknowledged and contain a certificate that a copy thereof has been served upon the party against whom the lien is claimed,by personal service or by mailing pursuant to Section 14.17 below. The lien so claimed shall attach from the date of recordation solely in the amount claimed thereby and may be enforced in any judicial proceedings allowed by law, including 29 without limitation, a suit in the nature of a suit to foreclose a deed of trust or mechanic's lien under the applicable provisions of the laws of the Commonwealth of Virginia. Section 14.04 Each Non-Defaulting Party shall have the right to prosecute any proceedings at law or in equity against any Defaulting Party hereto, or any other person, violating or attempting to violate or defaulting upon any of the provisions contained in the Governing Documents, and to recover damages for any such violation or default. Such proceeding shall include the right to restrain by injunction any violation or threatened violation by another party of any of the terms,covenants or conditions of this Declaration, or to obtain a decree to compel performance of any such terms, covenants or conditions, it being agreed that the remedy at law for a breach of any such term, covenant or condition (except those, if any, requiring the payment of a liquidated sum) is not adequate. Any violation of any provision, covenant,condition,restriction or equitable servitude contained in this Declaration,whether by act or omission, is hereby declared to be a nuisance and may be enjoined or abated by any party entitled to enforce the provisions of this Declaration. Subject to and without affecting any other provisions of this Declaration to the contrary,all of the remedies permitted or available to a party under this Declaration, or at law or in equity shall be cumulative and not alternative, and the invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Section 14.05 Any time an Owner or other party or Property Manager, if any, shall not pay any sum payable hereunder to another party within fifteen (15)days of the due date, such delinquent party shall pay interest on such amount from the due date to and including the date such payment is received by the party entitled thereto, at the lesser of: (a) the highest rate permitted by law to be either paid on such type of obligation by the party obligated to make such payment or charged by the party to whom such payment is due, whichever is less; or (b) the prime rate,plus three percent(3%). As used herein, "prime rate"shall mean the rate of interest published from time to time as the "Prime Rate" in the Wall Street Journal under the heading "Money Rates"; provided, however, that (i) if more than one such rate is published therein the prime rate shall be the highest such rate and(ii) if such rate is no longer published in the Wall Street Journal or is otherwise unavailable, the prime rate shall be a substantially comparable index of short term loan interest rates charged by U.S. banks selected by the Association to corporate borrowers. Section 14.06 Each Owner and Property Manager,if any,agree that upon written request (which shall not be made more frequently than three(3)times during any calendar year) of any Owner or Property Manager, it will issue within thirty(30)days after receipt of such request to such Party,or its prospective mortgagee or successor,an estoppel certificate stating to the best of the issuer's knowledge as of such date:(i)whether it knows of any default under this Declaration by the requesting party, and if there are known defaults, specifying the nature thereof in reasonable detail; (ii) whether this Declaration has been assigned, modified or amended in any way by it and if so, then stating the nature thereof in reasonable detail; (iii) whether this Declaration is in full force and effect; and (iv) such other matters concerning this Declaration and the status of payment and performance hereunder as are reasonably requested. 30 Such estoppel certificate shall act to estop the issuer from asserting a claim or defense against a bona fide encumbrancer or purchaser for value to the extent that such claim or defense is based upon facts known to the issuing party as of the date of the estoppel certificate which are contrary to the facts contained therein, and such bona fide purchaser or encumbrancer has acted in reasonable reliance upon such estoppel certificate without knowledge of facts to the contrary. Except as provided in the immediately preceding sentence,the issuance of an estoppel certificate shall in no event subject the issuer to any liability for the negligent or inadvertent failure of the issuer to disclose correct and/or relevant information, nor shall such issuance be construed to waive any rights of the issuer to perform an audit or obtain an adjustment with respect to Common Area Maintenance Costs for any year it is entitled to do so. Section 14.07 The restrictions imposed, the easements declared, and the obligations set forth herein will run with the land and will burden and benefit the burdened Parcels("Burdened Parcels")and the benefitted Parcels("Benefitted Parcels"),as the case may be, and will inure to the benefit of Declarant and its successors and assigns forever.The future owners of the Parcels, or portions thereof, will acquire and be bound by the restrictions, easements and obligations, respectively. Section 14.08 The owner of a Parcel benefitted ("Benefitted Parcel Owner") by each easement herein established will indemnify and hold harmless the owners of the corresponding burdened Parcels ("Burdened Parcel Owner") from any liability, cost or expense, including reasonable attorneys' fees, resulting from or incident to the use and occupancy of the easement by the Benefitted Parcel Owner, or by those claiming thereunder, unless caused solely by the negligence or willful misconduct of the Burdened Parcel Owner. In addition, the Benefitted Parcel Owner will indemnify and hold harmless the owners of the corresponding Burdened Parcels from any and all injuries and damages to property or improvements of the Burdened Parcel Owner directly or indirectly resulting from the use of the easement by the Benefitted Parcel Owner. Section 14.09 Neither the Declarant (nor its trustees), the members of the ACB, or the Directors of the Association,shall have any liability to any Owner,or any person claiming by or through an Owner,or to any Permittee or occupant of any Parcel,except for willful or intentional misconduct. Section 14.10 Intentionally Omitted Section 14.11 During the Period of Declarant Control and subject to the provisions and restrictions of Sections 1.14 and 1.32, the Declarant reserves the right, in its sole discretion,to further restrict the scope or location of any easements established or reserved in this Declaration by recording in the Clerk's Office a Supplementary Declaration to that effect. Section 14.12 This Declaration does not create any easements or rights for the benefit of any person,persons,entity or entities not herein expressly made a beneficiary of such easements, and the rights and privileges created hereby shall only run to the beneficiaries named herein and their successors in interest. 31 Section 14.13 Except as otherwise provided herein, each easement herein declared will last in perpetuity and may only be terminated by a written instrument describing the easement to be terminated, providing for such termination and executed by the owners of the Parcels benefitted and burdened by such easement,together with their mortgagees, if any,and recorded in the Clerk's Office,in which case such easement will thereupon automatically terminate and be of no further force of effect. Section 14.14 The Owner of any Benefitted Parcel agrees that it will not use the easements for purposes other than as permitted herein and will at all times comply with all safety rules and regulations promulgated by Governmental Authorities having jurisdiction or authority over the easements. Section 14.15 The provisions of the Governing Documents are severable. If any term, covenant or condition of the Governing Documents or the application thereof to any person or circumstances will to any extent be invalid or unenforceable, the remainder of the Governing Documents or the application of such terms,covenants or conditions to persons or circumstances other than those as to which it is held invalid or unenforceable,will not be affected thereby and each term,covenant or condition of the Governing Documents will be valid and be enforced to the fullest extent permitted by law. Section 14.16 In the event the Owner of any Parcel dedicates to the applicable Governmental Authority a sanitary sewer line,storm sewer line or other utility or improvement that is the subject of an easement granted or reserved hereby, such easement will automatically terminate and the Owners of the other Parcels agree to execute a quitclaim deed or other appropriate instrument reasonably necessary to evidence such termination. Section 14.17 Any notices required or permitted to be given under the Governing Documents shall be given in writing to the then Owners of the Parcels at such addresses as they have provided to the Association and shall be deemed given when(i)hand delivered by personal delivery; (ii) one (1) business day after pickup by nationally recognized overnight courier for next day delivery;or(iii)when received by registered or certified mail(return receipt requested, first-class postage prepaid),in any case addressed to the parties as follows: As to Declarant: Trustees of the Post Office Land Trust Attn: Charles Wm.Hurt 19S Riverbend Drive Charlottesville,VA 22911 Telephone: (434)979-8181 Fax: (434)296-3510 or in each case to such other address as any Owner may from time to time designate to the Association by notice given pursuant to this paragraph. The Association upon request of an Owner shall provide the relevant Owner address information contained in its file. 32 Section 14.18 Notwithstanding anything to the contrary contained in the Governing Documents or in any Supplementary Declaration, Declarant hereby reserves and is granted: the right and power to execute and record or file technical amendments to the Declaration, any Supplementary Declarations as well as the right to terminate any Supplementary Declaration,for the purpose(s)of correcting spelling, grammar, dates,typographical errors,or as may otherwise be necessary to clarify the meaning of any provision(s)of any of such documents;and,subject to the provisions and restrictions set forth in Section 1.14, 1.16 and 1.32 hereof,the right and power to execute and record or file special amendments to this Declaration, any Supplementary Declarations, the Articles of Incorporation, and/or the Bylaws, in order to comply with any requirements of any of the Agencies or to induce any of the Agencies to make,purchase, sell, insure or guarantee any first lien deeds of trust on Parcels. Section 14.19 This Declaration, subject to the provisions and restrictions set forth in Sections 1.14, 1.16 and 1.32, may be amended any time by recordation of an instrument in the Clerk's Office signed by the Declarant and the Owners of Parcels with at least 67%of the then voting rights in the Association, agreeing to such amendment, modification, or termination. Notwithstanding the foregoing,(i)as long as Declarant owns any Parcel,Declarant may,subject to the provisions and restrictions set forth in Sections 1.14, 1.16 and 1.32, unilaterally amend this Declaration in its sole discretion,and(ii)no amendment,modification,or termination which would affect any rights reserved herein in favor of Declarant shall be effective unless joined in by Declarant or its successors and assigns. The provisions(i)and(ii)of this Section are intended to be superior to the rights reserved to Declarant in Section 14.18. Section 14.20 This Declaration shall be construed and governed under the laws of the Commonwealth of Virginia. Section 14.21 This Declaration may be executed in multiple counterparts. (Signatures appear on the following page.) 33 WITNESS the following signatures and seals upon due authority: DECLARANT: _>)4�-� 1 Charles Wm.Hurt,as Trustee of the Post Office Land Trust lam' (7;2,4, j r.d, S irley L. isher,as Trustee of the Post Off e Land Trust BANK: First Community Bank,N.A. By: di��./��/ Its: r.,. ✓,u. �~'f TRUSTEE: G , AgnfitZrad; C.William Davis,Trustee under Deed of Trust COMMONWEALTH OF VIRGINIA EPP'tICOUNTY OF `g)4.9c4e m0.P.—Q-Q ,to-wit: The foregoing instrument was acknowledged before me this S44`'day of ex n‘f4e-1?-_,2005,by Charles Wm.Hurt, as Trustee of the Post Office Land Trust. d C o My Commission expires: \ae-42_3 1aCc1 Qti lw_L-No Public 34 COMMONWEALTH OF VIRGINIA £-TY/COUNTY OF (,Q rya ,to-wit: r, The foregoing instrument was acknowledged before me thisa — day of S6P.,2005,by Shirley L.Fisher,as Trustee of the Post Office Land Trust. My Commission expires: ( m 3% 1 00-1 No Public OF a 4fA 1 CITY/COUNTY OF ')-\,e..L t•/ ,to-wit: The foregoing instrument was acknowledged before me this ?�ttday of ,2005,by t.,' ,�1c.1 k 1.1...� J ,as ior / ,�,�,�, of First Community Bank,N.A.,on its behalf. giiii cptres: ...6 1_/ o .,2 D (1115 �"cNOTARY PUBLIC • � STATE Of WEST VIRGINIA kf PATRICIA J.ROBERTS //J� RT.6.BOX 72 ��T .-•— ffiUEFIELO•WV 24701 1 [.GL4/ ►M eoi ,Iar•np•' 30.2p16 Notary Pub' Wes COMMONWEALTH OF VIRGINIA CITY/COUNTY OF i Me ra r— ,to-wit: The foregoing instrument was acknowledged before me this ag lay of 1fivhb4( ,2005,by C.William Davis,Trustee under Deed of Trust. I Commission expires: 'Vc1-0 - 90,,;,,oi A,l,+'•,` OFF iCIAL SEAL ti ,�Q� NOTARY PUBLIC !- o n '1, STNO NOTARY vrR rA W Pit/ �,1 z n Mt,1Y G,WYR:CK ,�- RT,4,DOX 161 '-:' ' BWEFL:LD,WV 24701 No ary Public My commission or<Vires October 20,2014 11Mk011ElUSER FNesUMBI A ION-9-21-05 CLEAN VER.doc 35 EXHIBIT A Legal Description of Property PARCEL ONE: All that certain tract or parcel of land, with all rights and appurtenances thereto, situated in Albemarle County, Virginia, fronting on Timberwood Boulevard, containing 28.60 acres,more or less, shown on a plat by Rivanna Engineering & Surveying, PLC, dated February 8, 2005, recorded in the Clerk's Office of the Circuit Court of the County of Albemarle, Virginia, in Deed Book 2918, Page 281;and BEING a portion of the property conveyed to Charles Wm. Hurt and Shirley L. Fisher, as Trustees for the Post Office Land Trust pursuant to the terms of a certain land trust agreement dated October 27, 1997, by deed from Joseph W. Wright,Jr.,dated November 3, 1997,recorded in the aforesaid Clerk's Office in Deed Book 1661, Page 116; and by deed from S-V Associates, a Virginia Partnership,and M.Clifton McClure and Robert M.Callaghan,as Trustees of the One-Ninth Land Trust,dated September 30, 2004, and recorded in the aforesaid Clerk's Office in Deed Book 2890,Page 696;and by deed from Birckhead,LLC, a Virginia limited liability company, dated December 30, 2004, and recorded in the aforesaid Clerk's Office in Deed Book 2904,Page 65. PARCEL TWO: All those certain tracts or parcels of land, with all rights and appurtenances thereto,described as Lot A,containing 1.31 acres,more or less,Lot B,containing 1.79 acres, more or less, Lot C, containing 1.92 acres, more or less, and Open Space 1, containing 1.74 acres, more or less, all in Block Cl, as shown and designated on a plat of Hollymead Towncenter Block Cl prepared by Rivanna Engineering&Surveying,PLC,dated August 9,2004,revised January 17,2005, and recorded in the aforesaid Clerk's Office in Deed Book 2916,Page 22. BEING a portion of the property conveyed to Charles Wm. Hurt and Shirley L. Fisher, as Trustees for the Post Office Land Trust pursuant to the terms of a certain land trust agreement dated October 27, 1997, by deed from Joseph W. Wright,Jr.,dated November 3, 1997, recorded in the aforesaid Clerk's Office in Deed Book 1661, Page 116; and by deed dated December 22, 2003, from River Heights Associates Limited Partnership, recorded in the aforesaid Clerk's Office in Deed Book 2672,Page 727. \\MkOI\E\USER Files\DPJ\CAC\WPDATA\HURT\CURR.MAT\Hollymead Town Ctr-pd-Exhibit A.doc 10/6/05 L:00PM EXHIBIT B Hollymead Town Center Arca C -Block Designation :='�� \ Charlottesville,Virginia • , ' ''�`� ' 1 try; Ahbfngtian f 40' v_70110 21,114/titu 1-1- . --c- ' '11-I\ . ' �Aj �'�j •����� � �} ' !t. • V1n0Iutt11111fnnmllllRn f111u1 Mil : Ills • : , Qiiif�f�Mlf�lllllfl♦t#im t mmu1 = „} 0 - No to' Street /I--___:......_1.-_-.stree%:-. _ , 00,. ..w.:: M 'erg 4 'n S_ VII'+ 11�, VIII ,,,,i,u,i,i„# f0 II 's� , ,, --- -. t �fi` p ; — r' Hip ( s�\ -Conner Drtoer:.-= '4 ' ' � 7d; UM ` . aailfu 1uI � . .., P enfun f a �- k IL,l,i,,Wtu,u` ( !i Route 29 I'l ', ( N° EXHIBIT C Proffers • EXHIBIT C ZMA-01-20 S PROFFERS Hollymead Town Center Area C July 25,2003 TAX MAP 32,Parcels 41D,43A,44,45,46 37.1 Acres Pursuant to Section 33.3 of the Albemarle County Code(the"Code"),the owners,or their duly authorized agents,hereby voluntarily proffer the conditions listed below which shall only be applied,except as specifically set forth herein to the area identified as Regional Service Area C on the Application Plan,(defined below)comprising all or some of the above referenced tax map parcels(the"Property"). These conditions are proffered as part of the requested zoning and it is agreed that: 1)the rezoning itself gives rise to the need for the conditions;and 2)such conditions have a reasonable relation to the rezoning request: 1. Development shall be in general accord with the Application Plan entitled Rezoning Application Plans for Hollymead Town Center Regional Service Area C,(Sheets A-1,A- 2,only),prepared by Rivanna Engineering&Surveying,PLC,revised,last revised,July 7,2003("Application Plan"). The standards of development and central features and major elements within the Property essential to the design of the development shall be in general accord with the Block Exhibit,the Code of Development's Narrative,and the Code of Development's tables and appendices set forth in the attached Application Booklet,entitled"Hollymead Town Center,Application Booklet,ZMA-01-20(Area C)." The Owners have presented,as part of their rezoning application,a number of conceptual plans and illustrations for various purposes,but principally to provide justification for the rezoning actions they are seeking. Unless specifically referenced in these proffers,all plans and illustrations submitted as part of Applicant's rezoning application,other than the Application Plan as defined above,shall be deemed illustrative only,and such plans and illustrations shall not be deemed proffers.The Owners reserve the right to reconfigure the internal block improvements,consisting of buildings,parking and drive aisles and drive-through window features and as shown on the Application Plan in order to:i)comply with conditions imposed by Special Use Permits,and ii)assure compliance with ARB requirements iii)and provide all necessary storm water management and BMP's as necessary. 2. The Owners of Area C,as shown on the Application Plan(the"Owner")shall cause completion of the following road improvements that shall be roads constructed to VDOT standards and either be accepted by VDOT or be bonded for VDOT's acceptance as follow: A.Construction of Timberwood Boulevard,as depicted on the Application Plan and further described as follows:i)from the intersection at US Route 29 to a new 41110 terminus within Hollymead Town Center that is shown at the extension of the ZMA-01-020 Hollymead Town Center Area C VDOT future road improvement project of Airport Road,this will provide the • connection to Airport Road from Route 29 as previously proffered as part of ZMA-94-08. The constructed improvements shall include two Eastbound lanes in conjunction with the improvements designed for TM 32 Parcels 41D1 and 41A to the first dual lane roundabout at access road B and Westbound lanes of dual left lanes,one thru lane and one continuous right turn lane from the roundabout at access road B to the intersection with Route 29,from the roundabout at access road B a two lane section shall be constructed to the VDOT extension,with additional turn lanes at intersections located in Area C pursuant to road plans approved by the Virginia Department of Transportation("VDOT")and the County as part of the Area C site plan. B.Construction of dual left turn lanes at the intersection of Route 29 and Timberwood Boulevard,from northbound Route 29 into Timberwood Boulevard. The turn lane and taper lengths will be determined with final road plans to be reviewed and approved by VDOT. C. Signalization at Timberwood Boulevard and Route 29 shall include reconstruction at the Forest Lakes Subdivision entrance location,as scheduled in coordination with VDOT. All turn movements shall be signaled at the intersection of Route 29 and Timberwood Boulevard,as approved by VDOT. The existing intersection exiting Forest Lakes shall be reconstructed to maintain the dual left lanes,the continuous right turn lane and add a through lane according ii to the final design in the previous paragraph. D.The Owner proffers to dedicate land and construct a third through lane on Route 29(consisting of lane width,shoulder and drainage improvements) southbound from the entrance road,(Timberwood Boulevard)at the Property's Northern boundary. The Owner also shall dedicate land or cause to be dedicated and construct:i)a continuous through lane 500-feet to the Southern boundary of Area C,ii)a taper lane consisting of a 200 foot taper beginning at the Southern boundary and Route 29(n the event area B is not rezoned and their proffers accepted),and iii)a continuous right turn lane starting at the right-in at the Northern boundary of TM 32 Parcel 4I A to the right-in at the Southern entrance of Area C. E.Construction of one additional continuous tight turn Northbound lane starting 1090 feet south of Timberwood Boulevard at the location of the beginning of the turn and taper of Worth Crossing and Route 29,and terminating at Timberwood Boulevard. F.Access Road C,between Area A and its intersection with Timberwood will be built or bonded before the issuance of the first certificate of occupancy within Area B.If bonded,the road will be constructed for acceptance by VDOT within one year of the first certificate of occupancy. I 2 ZMA-01-020 Hollymead Town Center Area C The road improvements listed in proffer 2A,2B,2C,2D,2E and 2F above shall be constructed,in accordance with road plans submitted by the Owner and approved by VDOT. All of the foregoing improvements shall be i)constructed to VDOT design standards pursuant to detailed plans agreed to between the Applicant and VDOT,and ii)accepted by VDOT for public use or bonded for VDOT's acceptance as a condition for issuance of any certificate of occupancy for Area C improvements(except as otherwise provided in proffer 2F). The width,length,location,(inside median or outside existing pavement),type of section(e.g.,urban vs.rural),and geometries of all lane improvements shall be as required by VDOT design standards and detailed plans submitted by the Owner and approved by VDOT. 3. All road improvements listed in proffer 2 above shall be substantially completed prior to the issuance of the first Certificate of Occupancy in Area C;notwithstanding the foregoing,the road proffers described in proffer 2 above shall be satisfied if the Owner has submitted plans for all such road improvements for review by VDOT,and although such improvements are not fully completed by the issuance of a Certificate of Occupancy for Area C,sufficient bond has been supplied to satisfy all costs to complete such improvements in accordance with plans approved by VDOT. Substantially complete for the purposes of these proffers shall mean approved sub-base gravel,curb and gutter, intermediate surface and necessary storm water management improvements and satisfactory completion of road improvements required for public safety,and signalization;but shall not include final activated signals which are subject to testing and synchronisation according to VDOT inspection. All proffers to make road improvements contained in proffer 2 of these proffers are conditioned upon VDOT's approval of an entrance permit at the Timberwood Boulevard intersection with Route 20 as shown on the Application Plan. The Owner shall submit to VDOT plans for such road improvements within 30 days of the rezoning and shall diligently pursue such approvals from VDOT. 4. Upon request of the County,the Owner shall contribute$10,000.00 to the County or VDOT for the purposes of funding a regional transportation study for the Route 29 Corridor. The$10,000.00 contribution shall be made within 30 days after requested by the County after the first final site plan or subdivision plat is approved in Area C and,if not expended for such purposes within three years from the date the funds were contributed,such funds shall be refunded to the Owner. 5. The Owner shall contribute$200,000.00(the"total contribution")to the County for the purpose of funding capital improvements related to the Hollymead Town Center. The contribution shall be paid as follows:$100,000.00 shall be contributed to the County within 30 days after the first final site plan or subdivision plat containing dwelling units is approved in Area C;the remainder of the contribution shall be paid on a pro rata basis at the time a certificate of occupancy is issued for each dwelling unit;the pro rata contribution shall be based upon the number of dwelling units approved as part of the first final site plan or subdivision plat. If five years after the date of approval of the first 1110 final site plan or subdivision plat the total contribution has not been fully paid,the Owner 3 ZMA-01-020 Hollymead Town Center Area C shall contribute the unpaid balance within 30 days upon the request of the County. If the fund is not exhausted within 10 years from the date the last contribution is made,such unexpended funds shall be refunded to the Owner. b. Upon the request of the County,for any parcel used for non-residential purposes in the portion that is currently zoned Light Industry that will be rezoned to PDMC the Owner shall petition for and consent to a Community Development Authority("CDA") established pursuant to Section 15.2-5152,et seq.of the Code of Virginia("Code")to be created for the purpose of financing,funding,planning,establishing,constructing, reconstructing,enlarging,extending or maintaining Route 29 and roads and other improvements associated therewith,which shall include,but may not be limited to improvements to Route 29 from the South Fork of the Rivanna River to Airport Road,the extension of Ridge Road as depicted on the Master Plan,to the South and across the Rivanna River to connect to Berkmar Drive. Submitted as of the 25m day of July 2003,by:Post Office Land Trust By: P,�ild L i U, By: �fGGf a 77 Charles W.Hurt,Trustee Shirley L.Fis ,Trustee a S 4 C�t71, • �/RC:tNv' COUNTY OF ALBEMARLE Department of Building Code and Zoning Services 401 McIntire Road,Room 227 Charlottesville,Virginia 22902-4596 FAX(434)972-4126 TELEPHONE(434)296-5832 Tl'D(434)972-4012 September 8,2003 Katurah Roell Virginia Land Company 195 Riverbend Drive Charlottesville, VA 22911 RE: ZMA-2001-020 Hollymead Town Center Area C Tax Map 32, Parcels 41 D,43A, 44,45 and 46 Dear Mr. Roell: There is a typographical error in the proffers for this rezoning. Proffer#3 refers to an entrance permit at the Timberwood Boulevard intersection with Route 20. This should be read as Route 29. Please file this letter with your copy of the proffer. No further action is required. Please contact me if you have questions. Sincerely, Jhepherd Manager of Zoning Administration COPIES: Amelia McCulley,Zoning Administrator;Janice Farrar, Planning Assistant; Greg Kamptner,Assistant County Attorney; Melvin Breeden, Director of Finance, Ella Washington Cary,Clerk to the Board of Supervisors. C:1Files\Proffers\Hollymead C Typo correction.doc EXHIBIT D General Locations of Monument Signs 11Mk011E\USER FilesUMB\WPDATAWURT11433DECLARATION-9-21-05 CLEAN VER.doc Exhibit D Monument Sign—), \-/ Hollymead Town Center s --� Area C -Monument Sign Location ,y i,'� 11, Charlottesville,Virginia i;':'' �•t+w! , *s'° v4// `. I IIIlttiipilpiii'a;u14a = ri ,J' �flTfll fq►T11fTTiIIlfilrtTTTIJ . 11L1 t>�1Lt Monument - III; - I �-- ❑iS1111R +! I a wnunuum tllill Sign 1 _ •V MceunS S _ ""�� vNi .�raec • %VIIIVII WIWI . _ t ��unnnnn °' II > 4 '\ ! ' 1>1llllllliii�„�Ih •.„. . . .- - •-%i/ v:'1*I11Rmttlt trim 111�1f1I111U1 ,,,,u,•. ... : .......D ,,, ... ..„‘„,... = ._ _ !, .„„ , , .,,,i, , .„ _ . . . - r - _ sthrm I :I I Monument Managemeni, I t _ ■i F,dlky I , 1 I Sign Route 29 wr ►` ( N° RECORDED IN CLERKS OFFICE OF ALBEMARLE ON October 12,2005 AT 10:15:29 AM $0 00 GRANTOR TAX PD AS REQUIRED BY VA CODE S58.1.802 STATE:$0.00 LOCAL:$0.00 ALBEMARLE COUNTY,VA S LBY MARSHALL CLERK CIRCUIT COURT -CljAreltnkoc CONCEPTUAL LAYOUT FOR I-1oI Iymead Towncenter North Connor Drive 565 Properties 566 Stop Sign fromBl street access CURRENT ZONING: PDMC \ N Plaza access November 27, 201 7 562\ 68 from street 14-5r 560 % I ' lEi %\ bIl _ 566 564 All topographic lines 11 L Single Story (FFE 567) tie into existing grades i 63z soo zao 4500 SF (100'x45') ' Retail Site Plaza 562 II PARKING SUMMARY —� \ ,say% -amp s%9/0 4 /560 . t I I sf LOT C \ \Stop Sign ii 1.92 acres Stair �7AS6^y 556 4.5 PARKING SPACES PER 1 ,000 SF �� 4J.o•zd.o 66 ParkingSpaces 61X ps �Pm°°'°S��(� /Dumpster /o +As. S6 ` 556 RETAIL SPACE PER HTC ZMA Br ( - �� —4,500 SF RETAIL = 20.25 SPCAES 55r\i' 18,0' `-r � ��', ?J —4,500 SF RESTAURANT = 20.25 SPACES ` • N44 ` 554 REQUIRED= 42 SPACES MT Raised PROVIDED= 66 SPACES SSE Outdoor �552 IIP - I Sign Seating HTC HOTEL — COMFORT INN 55 }) 4 0' ,i �� �' _.�550 1 SPACE PER HOTEL ROOM St�Sign7 \ . osswalk 86 X 1 SPACE/ROOM = 86 55' —► \ / z4.o • •. REQUIRED= 86 (INC. 4 HC) I �0 PROVIDED= 81 (INC. 4 HC) _ A ,X173HTC BOJANGLES 55''� o g' 13 SPACES PER 1 ,000 RESTAURANT GFA , 4— o 4— /I.I7 56 k BOJANGLES = 3,516 / 1 ,000 X 13 = 46 —► I —► REQUIRED= 46 SPACES of � 9.' ^ PROVIDED= 46 SPACES �41'1157 64 j1 % IL '7 TOTAL PROVIDED— 193 SPACES I 1 1_j Existing Retention _. 44---t :___ _1 1_il. HTC HOTEL — __� Pond - T COMFORT INN - �---r__ , -- I i 1`' I I i L___J____y 1 -] 1 I 1 j - 1 E 1 1 1 \- - - <j..6 Oh z — i-. Eit) �, SHIMPENGINEERING, P.C. —► ® j ENGINEERING-LANDPLANNING-PROJECT MANAGEMENT of o 201 E MAIN ST. STE M PHONE. (434) 227-5140 • ,/,11( CHARLOTTESVILLE. VA 22902 JUSTINOSHIMP-ENGINEERING COM "" "56` 25`S1 30 0 30 60 \ ImliMiimi ■■■■■■■■■■ Scale: 1 "=30'