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HomeMy WebLinkAboutSUB201400104 Agreements 2015-01-21 Nue Prepared by and upon recording return to: Anthony D.Greene,Esq. Troutman Sanders LLP The Chrysler Building 405 Lexington Avenue New York,NY 10174 SIGN,ACCESS AND TEMPORARY CONSTRUCTION EASEMENT AGREEMENT THIS SIGN, ACCESS AND TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this "Agreement") is made this day of , 2015, by and between THE MARKET PLACE OF VIRGINIA, L.C., a Virginia limited liability company ("Market"), CORVEN D. FLYNN AND KATIE H. FLYNN, individual residents of the Commonwealth of Virginia (collectively"Flynn")and CHICK-FIL-A, INC., a Georgia corporation("CFA"). WITNESSETH : WHEREAS, Market is the owner of that certain parcel of land lying and being in Albemarle County, Virginia, being more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference(the "Market Parcel");and WHEREAS, Flynn is the owner of that certain parcel of land lying and being in Albemarle County, Virginia, being more particularly described on Exhibit "B" attached hereto and incorporated herein by this reference (the "Flynn Parcel") (the Market Parcel and the Flynn Parcel may sometimes hereinafter be collectively referred to as the"Parcels");and WHEREAS the Flynn Parcel is subject to a long term ground lease with CFA, as ground tenant, and a Chick-f l-A fast-food restaurant will be operated on the Flynn Parcel; and WHEREAS, Market has requested from CFA and Flynn, and CFA and Flynn desire to grant a general sign easement over the Flynn Parcel; and WHEREAS, Flynn and CFA have requested from Market, and Market desires to grant to CFA a temporary construction easement over the Market Parcel to construct and install an accessway on the Flynn Parcel as more particularly shown on Exhibit "C" attached hereto and incorporated herein by this reference(the"Flynn Accessway");and WHEREAS, the parties to this Agreement desire to grant reciprocal non-exclusive perpetual easements for the purpose of pedestrian and vehicular access, ingress and egress over, upon, across and through the Flynn Accessway and other driveways and accessways located on the Parcels;and WHEREAS,the parties to this Agreement desire to establish such easements and rights benefiting the Parcels as hereinafter provided in this Agreement. 21101245v5 Nair Nave NOW THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Market, Flynn and CFA do hereby covenant and agree as follows: 1. Sign Easement. Subject to the conditions set forth below, Flynn and CFA hereby grant and convey to Market, for the benefit of and as an appurtenance to the Market Parcel, a non-exclusive, perpetual easement for the use, maintenance, repair and replacement of a sign advertising the business conducted on the Market Parcel (the "Sign") to be placed on the Flynn Parcel, together with the right to maintain, repair and replace electrical lines, conduits, facilities, lighting fixtures and equipment for the illumination of the Sign (the "Sign Easement"). The Sign Easement shall be subject to the following conditions: (a) Prior to installing the Sign, Market shall deliver detailed plans and specifications for the Sign to CFA for approval,which approval may be withheld at CFA's sole discretion. Market shall not install the Sign on the Flynn Parcel unless and until CFA has approved in writing the plans and specifications for the Sign, which plans and specifications shall include, without limitation, the location, size, content and appearance of the Sign. Market, at its sole cost, shall thereafter obtain all required municipal permits, variances and other approvals (the "Approvals") for the Sign. Market agrees to furnish CFA with copies of any documentation submitted regarding the Approvals, including any documentation received from the municipality in connection with the Approvals, and to generally keep CFA apprised of the status of Market's efforts to obtain the Approvals. (b) Upon Market's receipt of the Approvals for the Sign, Market shall construct and install, at Market's sole cost, the Sign in a location approved by CFA and the governmental authorities. Market shall be responsible for the cost of the Sign and related electrical lines, conduits, facilities, lighting fixtures and equipment for the initial construction and illumination of the Sign. Market shall be responsible for the cost of the design of the Sign and for any panel to be affixed to the Sign. Following the initial construction of the Sign on the Flynn Parcel, all costs of maintaining, repairing, replacing and lighting the Sign shall be borne by Market. (c) Market's use of the Sign Easement shall not unreasonably interfere with CFA and Flynn's use and operation of the Flynn Parcel,or of the business located thereon. 2. Temporary Construction Easement;Permanent Easement for Maintenance. (a) Market does hereby grant and convey for the benefit of CFA, an easement over, upon, across and through the portion of the Market Parcel reasonably necessary for the purpose of constructing and installing, including grading, the Flynn Accessway. CFA agrees that it shall, at its sole cost and expense, construct the Flynn Accessway in a good and workmanlike manner. The temporary construction easement granted herein shall automatically terminate upon the date that CFA completes the construction and installation of the Flynn Accessway. (b) Market does hereby grant and convey for the benefit of CFA and Flynn, a perpetual easement over the Easement Area in favor of the Flynn Parcel for the maintenance, repair and replacement of the Flynn Accessway. CFA, Flynn and their respective contractors, representatives, agents, and employees, shall, at all reasonable times, have access across, over and through the Easement Area and the portion of the Market Parcel as is necessary or convenient to do and perform the maintenance and repairs required under this Agreement. 21101245v5 Now Nee 3. Access Easement. (a) Market does hereby grant and convey for the benefit of the Flynn Parcel a perpetual non-exclusive easement over, upon, across and through all roads, curb cuts, accessways and driveways located on the Market Parcel for the purpose of vehicular and pedestrian access, ingress and egress. The ingress and egress rights granted herein shall benefit Flynn, CFA and their respective customers, invitees,employees,agents,contractors, licensees, successors and assigns. (b) Flynn and CFA do hereby grant and convey for the benefit of the Market Parcel a perpetual non-exclusive easement over, upon, across and through the Flynn Accessway and all roads, curb cuts, accessways and driveways located on the Flynn Parcel for the purpose of vehicular and pedestrian access, ingress and egress. The ingress and egress rights granted herein shall benefit Market and its customers, invitees,employees,agents,contractors,licensees,successors and assigns. 4. Maintenance. The parties agree that CFA, as the initial ground tenant of the Flynn Parcel, shall be initially responsible for the general maintenance of the Flynn Accessway. In the event that CFA is no longer the ground tenant of the Flynn Parcel, the obligation to maintain the Flynn Accessway shall be the responsibility of the owner of the Flynn Parcel. 5. Public Use. The parties to this Agreement hereby grant and convey for the benefit of the public a perpetual non-exclusive easement over, upon, across and through the Flynn Accessway for the purpose of vehicular and pedestrian access, ingress and egress. 6. Public Grant. Nothing contained herein shall be used or construed as a grant of any rights to any public or governmental authority or agency. 7. Manner of Performing Work. Whenever a party shall perform any construction, maintenance, repairs or replacements required or permitted hereunder, such work shall be done expeditiously and in a good and workmanlike manner and in accordance with all applicable laws, codes, rules,statutes and regulations of governmental authorities having jurisdiction thereof. 8. Duration. The provisions of this Agreement shall run with and bind the land described herein and shall be and remain in effect perpetually to the extent permitted by law. 9. Headings. The headings of the paragraphs contained herein are intended for reference purposes only and shall not be used to interpret the agreements contained herein or the rights granted hereby. 10. Counterparts. This Agreement, and any modifications, may be executed in one or more counterparts, all parties need not be signatories to the same documents, and all counterpart signed documents shall be deemed to be an original and one(1) instrument. 11. Miscellaneous. This Agreement shall be governed in accordance with the laws of Virginia. The paragraph headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. This Agreement may be amended, modified or terminated only in writing,executed and acknowledged by all parties to this Agreement or their respective successors or assigns. Time is of the essence of this Agreement. [Signatures commence on following page] 21101245v5 Now IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year first above written. MARKET: THE MARKET PLACE OF VIRGINIA,L.C., a Virginia limited liability company By: A Nam . vld P.Turner Its: Managing Member COMMONWEALTH OF VIRGINIA ) ) ss.: COUNTY OF ALBEMARLE ) The foregoing instrument was acknowledged before me this IA day of DrC1'rnhe✓ ,in the year 2014, by David P.Turner,as Managing Member of THE MARKET PLACE OF VIRGINIA,L.C.,a Virginia limited liability company,on behalf of said company. He/she is personally known to me or has produced c erSot-v 11 j as identification. ` n Notary: Print Name: Y j r - J2 `cC bb Notary Public,Commonwealth of Virginia irginia NOTARY SEAL My commission expires: j-31-1 BARBARA A.WEBB NOTARY PUBLIC Commonwealth of Virginia Reg.#188008 My Commission Expires 1- [Signatures continue on following page] 21101245v5 [Signatures continued from previous page] FLYNN: COR D.FLYNN KATIE H.FLYNN COMMONWEALTH OF VIRGINIA ) ) ss.: COUNTY OF A It ekt A& ) The foregoing instrument was acknowledged before me this .1 day of& Pr" in the year 2014 by Corven D.Flynn and Katie H. Flynn. He/she is personally known to me or has produced VA n(bA/ a Slas identification. JOCELYN GALBAN EVES Notary: .J"jb �-y' LVES NOTARY PUBLIC COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JUNE 30,2017 Print Name: COMMISSION#7275454 t7 NOTARY SEAL Notary Public,Comm wealt of�jirginia My commission expi : L 3 6 aO(7 [Signatures continue on following page] 21101245v4 [Signatures continued from previous page] CFA: CHICK-FIL-A,INC., a Georgia corpora By: - Name: S.L Ci etrt Its: Vice President and Gerund Counsel Attest: Name: , refit olsclo* Its: \I;(.c.-1 re.s i d Ch k- STATE OF GEORGIA ) ) ss.: COUNTY OF FULTON ) n / - / The foregoing instrument was acknowledged before me this ' day of✓J i 4ta'In the year 2014,by ,6.4IAA d 1&j. s .and,&-en lQlt g�Qra1P , asVt'•, gen'( Cot-441,5e" and ,respectively,of Chick-fil-A,Inc.,a Georgia corporation, on behalf of said company. Each of them is personally known to me or has produced as identification. Notary: 1,0„ LQcoc e a Print Name: GJ e,,al eac csck -Thou Notary Public,State of Georgia R•'`04C1Ck�'•, NOTARY SEAL �` �1�•°•4e,It""••..K �• My commission expires: • O; °wear .'s- � tuu• •9* .3= IrsteWei GIA L GEOR .• , i 23.201 ',,fq LB 0 �•,• 21101245v5 • EXHIBIT"A" to Easement Agreement Legal Description [Market Parcel] All that certain tract or parcel of land, with improvements thereon and appurtenances thereto, situated in Albemarle County, Virginia, on the north side of State Route 250, containing 2.04 acres, more or less, shown as Lot 1 on a plat entitled "Plat Showing Subdivision of TMP 78-55A Martha.Jefferson Hospital East Medical Office Buildings, Albemarle County, Virginia,"prepared by Oloeckner Engineering\Surveying Inc., dated March 6, 2003, last revised May 28, 2003, of record in the Clerk's Office of the Circuit Court of Albemarle County, Virginia in Deed Book in Deed Book 2503, page 73 (the Subdivision Plat"); BEING a portion of the same property conveyed to the Grantor by deed dated October 24, 1995 from Charles Wm. Hurt and Shirley L. Fisher as Trustees for the Virginia Land Trust, pursuant to the terms of a certain Land Trust Agreement dated May 18, 1984, and Charles Wm. Hurt and Shirley L, Fisher as Trustees for the PHWH Land Trust, pursuant to the terms of a certain Land Trust Agreement dated March 1, 1991, of record in the Clerk's Office of the Circuit Court of Albemarle County,Virginia in Deed Book 1502, page 503 (the"Property"). • 21101245v5 • ',ow Nome EXHIBIT "B" to Easement Agreement Legal Description [Flynn Parcel] ALL THAT certain lot or parcel of land lying and being located in the Rivanna District of Albemarle, Virginia, containing 1.399 acres,more or less, as shown on that certain plat of survey made by Robert L. Lum, C.L.S., dated January 24, 1991 entitled"Physical Survey Showing Tax Map 78 Parcel 55A2, THE H.JACKSON PROPERTY—LA HACIENDA, Rivanna District, Albemarle County, Virginia", recorded attached to that certain Deed from Horace F.Jackson,unmarried,to Corven D. Flynn and Katie H.Flynn, dated January 23, 1991 and recorded on January 31, 1991 in Deed Book 1138, page 467 in the Clerk's Office of the Circuit Court of Albemarle County,Virginia. • • 21101245v5 Near N EXHIBIT "C" to Easement Agreement Depiction of Accessway [See attached.] 21101245v5 ' 0 Nmor '' 1 Y� K i m A. m , u o a d a S• 41A S _ o S G A •7 r xaoar>xomarrxewa[au ` pS maw amow b" 0' d 8 s,auueld•saauHU3.aoAannS d '3'd'aa0a.12 NOlaOH . 403 g e j - I 0 Y em w m [V E $ m ..-§r51 .- .g el o q 9a • : g g ig `t l ,'"1.,..ii ]. 'E 1 1 3 $a E 5 p ! N g g sA. �E z I d 11 111.1 1 11 I! ! 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C 1-11,- a ' ' I CONSENT AND JOINDER THIS CONSENT AND JOINDER is entered into by UNIVERSITY OF VIRGINIA COMMUNITY CREDIT UNION ("Lender"), as the beneficiary under a Credit Line Deed of Trust from The Market Place of Virginia, L.C.to Alison Detuncq and J. Randolph Parker, Trustee(s), dated March 27, 2006, and recorded on March 27, 2006 in Deed Book 3710 at Page 350 affecting the property described as the "Market Parcel" in the Access and Temporary Construction Easement Agreement (the "Easement Agreement")to which this Consent is attached. Lender hereby consents to the execution and delivery of the Easement Agreement and joins in the granting of the rights and easements granted over the Market Parcel. r1� ender has executed this Consent under seal by its duly authorized representative as of the day of UQ ,2014. UNIVERSITY OF VIRGINIA COMMUNITY C IT UNION y: Name:a •l 1► MilikrrU Title: � , COMMONWEALTH OF VIRGINIA ) ) ss.: COUNTY OF A l he mar 1-e_ ) The foreg ' g instrument was acknowledged befQre me this i�Trjday of b(Yrmbe Y in the year 2014,by /41(66711)e t(.i ,as }Rt6 i a ehr!('EC) of THE UNIVERSITY OF VIRGINIA COMMUNITY CREDIT UNION,on behalf of said entity. He/she is personally known to me or has produced r.PrSrrci11'-j as identification. trowh Notary: 5416oria -ej' Print Name: rc. w h NOTARY SEAL Notary Public,Commonwealth of Virginia My commission expires: 1-3 5 BARBARA A.WEBB NOTARY PUBLIC Commonwealth of Virginia • Reg.#188008 My Commission Expires 1-31-15_ 21101245v5