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HomeMy WebLinkAboutSUB201400138 Easements 2015-06-04 %wale Neale 'Prepared by and return to Lori H. Schweller,Esq. VSB No.42399 LeClairRyan,A Professional Corporation 123 East Main Street, 8t Floor Charlottesville,Virginia 22902 Tax Map and Parcel Number: Portion of TMP 78-58 This deed is exempt from taxation under Virginia Code § 58.1-811(A)(3). DEED OF DEDICATION AND EASEMENT THIS DEED OF DEDICATION AND EASEMENT is made this 4th day of June,2015 by and between RIVERSIDE VILLAGE PROPERTIES,INC.,a Virginia corporation,Grantor;the COUNTY OF ALBEMARLE, VIRGINIA, a political subdivision of the Commonwealth of Virginia,Grantee(the"County");and the COMMONWEALTH OF VIRGINIA,acting by and through the Commissioner of Highways("VDOT"),an agency of the Commonwealth of Virginia, Grantee. WITNESSETH: WHEREAS,the Grantor is the owner in fee simple of the real property located in Albemarle County(the"County") that is described below and hereinafter referred to as the "Property"; WHEREAS, the Property has been subjected to the Riverside Village Master Residential Declaration of Protective Covenants and Restrictions, dated June 4, 2015, recorded immediately prior hereto (the "Declaration"); WHEREAS, the Board of Supervisors for the County approved Zoning Map Amendment 20120002 for the proposed development referred to as Riverside Village (the "Development") on November 13,2013 (the"ZMA") subject to the Code of Development and application plan/plan of development, both dated May 21, 2012, revised September 6, 2013 (the "Application Plan"), and proffers dated November 4, 2013 (the "Proffers"); WHEREAS,the Proffers provide that,within five years after the approval date of the ZMA, or within 30 days after the request of the County,whichever is sooner,the owner of the Property will dedicate in fee simple to the County for public use for parks and open spaces resources a park shown as Block 6 on Sheet 4 of the Application Plan; WHEREAS,the Grantor desires to dedicate,grant and convey to the County,and the County is willing to accept,the Property for the purpose of allowing the County to establish and maintain a 1 public park, including public access trails and greenway (collectively, the "Park"), subject to the terms and conditions stated in this Deed. Grantor desires to grant and convey, and the County desires to accept, the Property exclusively for conservation purposes; WHEREAS, the conservation purposes for which the conveyance is made are the preservation of land areas for outdoor recreation by,or the education of,the general public through a county park,for the enjoyment of the public and for incidental uses including agricultural,forest and watershed preservation(the"Conservation Purposes"); WHEREAS,the Grantor also offers to grant and convey to the County an easement for a public right of passage as described and conveyed herein to establish a segment of a countywide system of greenway trails that will link people to the area's natural, recreational, cultural and commercial resources and will serve to provide recreational and educational opportunities,provide an alternative transportation system, and provide an economic benefit; and WHEREAS, the County is willing to accept the Grantor's offer of dedication; and WHEREAS,it is necessary that VDOT enter upon the property being conveyed to establish and maintain access to a public storm drainage facility, and VDOT has requested an easement for vehicular access from Free Bridge Lane to the storm sewer easement and public storm drainage easement located on the Property(defined below); NOW, THEREFORE, in consideration of the recitals and the mutual benefits, covenants and terms herein contained, and for other good and valuable consideration,the receipt of which is hereby acknowledged, the Grantor hereby dedicates, grants, conveys, covenants and agrees as follows: 1. DEDICATION, GRANT AND CONVEYANCE. Subject to the easements, covenants,conditions,and restrictions described below,for and in consideration of ONE DOLLAR ($1.00),cash in hand paid,the Grantor does hereby dedicate,grant,bargain and convey to the County and its successors and assigns (hereafter, all references to the County include its successors and assigns),with GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE all that certain property situate in Albemarle County, Virginia,and being more particularly described in Exhibit A attached hereto and made a part hereof, together with all improvements, rights, privileges and appurtenances of every kind belonging to the property(the "Property"); TOGETHER WITH a perpetual, non-exclusive easement of right-of-way for public pedestrian passage over and across those sidewalks within the Grantor's abutting property,as shown 2 on the subdivision plat for Riverside Village, recorded with the Declaration immediately prior hereto, that connect State Route 20 (Stony Point Road) and the trails located on the Property; RESERVING AND EXCEPTING THEREFROM, Grantee covenants and agrees for itself, its successors and assigns that the Property is subject to the following reserved easements,covenants, and restrictions. A. RESERVED EASEMENTS. Grantor hereby reserves from the conveyance of the Property the following easements: 1. Easement for Maintenance of Required Landscaping. The Grantor reserves for itself,its successors,and assigns,including its successor homeowners association,an easement of access over the Property for the purpose of maintaining and replacing as necessary frontage landscaping and related improvements on the Property that are required as a condition of, and are depicted on,the Application Plan. The Declaration provides for maintenance of such landscaping by the Riverside Village Owners Association as successor to the Grantor. 2. Easement for Maintenance of Stormwater Management Facilities. The Grantor reserves for itself, its successors, and assigns, including its successor homeowners association,which shall be responsible for such maintenance under the terms of the Declaration,an easement of access over the Property for maintaining, repairing, and replacing as necessary all stormwater management facilities located on the Property, if any, serving the Development. 3. Easement to VDOT for Access to Storm Water Facilities. The Grantor hereby GRANTS AND CONVEYS to VDOT a perpetual, non-exclusive easement of right-of-way for pedestrian and vehicular access over that certain portion of the Property shown on Sheets 6 and 7 of the Subdivision Plat and identified as "20' Public Storm Sewer Easement" for access to the storm sewer pipes and facilities on the Property for the purpose of maintaining,repairing,and replacing as needed the storm water facilities within the easement. B. TREE PRESERVATION AREA. Grantor reserves a non-exclusive perpetual non- disturbance and buffer easement along the southeastern boundary of the Property fifty feet(50') in width and identified on the subdivision plat as "Tree Preservation Area." The purpose of the Tree Preservation Area is to provide a buffer between the Park and the Development and to continue, as much as possible,the natural appearance along the common boundary line. The County agrees that it will not cut down any healthy trees larger than five inches (5") in diameter, as measured three feet above the ground. The County shall have the right to plant,replace,and maintain shrubs,bushes,and 3 trees within the Tree Preservation Area;provided,however,that any such plantings shall not damage or interfere in any way with any required landscaping planted by Grantor,with any utility lines laid under the Tree Preservation Area(or utility facilities placed above ground),or with any drainage ditches or other drainage facilities constructed by Grantor or its agents. 2. PURPOSES OF THE DEDICATION. The purpose of the conveyance of the Property is to establish on the Property a public park. Other than the grading along the State Route 20 (Stony Point Drive) frontage of the Property to allow for road and sidewalk improvements, an entrance for Trailside Drive, a stormwater management facility adjacent to the entrance, and the limited clearing necessary to accommodate pedestrian and bicycle trails, the entire area of the Property, approximately 8.27 acres,shall be kept in conservation. The park will include a segment of a countywide system of greenway trails that will link people to the area's natural, recreational, cultural and commercial resources. The park and greenway trails will serve to protect important and/or sensitive resources,provide recreational and educational opportunities,provide an alternative transportation system, and provide an economic benefit. 3. ESTABLISHMENT AND MAINTENANCE OF THE GREENWAY. A. Public access trails. The Grantor shall construct trails through the Property as shown on Sheet 7 of the Application Plan. The Grantor shall construct such trails to the standards for a Class B trail. The County may establish and maintain, in its sole discretion, and at its expense, either Class A or Class B trails as set forth in the County's Design Standards Manual. The trails shall be available for pedestrians and bicyclists. B. Improvements. The County may establish and maintain the following improvements on the Property: (1) appropriate trail surfaces, foot bridges and associated trail structures and culverts;(2)trail markers and signs along all trails and at all points of access;(3)barriers,fences and gates to prevent motorized vehicular access into the Park; (4) benches for the convenience and comfort of the public; and(5) all other improvements that are reasonable for a public access trail. C. Ownership of improvements. All improvements within the Property established by the County shall be and remain the property of the County. 4. RESTRICTIONS ON USES AND ACTIVITIES. The County shall have the right to regulate and restrict the uses and activities of the public within the Park, in its sole discretion, subject to the covenants, conditions,and restrictions contained in the Declaration and the rules and regulations of the Development. The Park shall continue to be subject to the Architectural and 4 Landscape Standards for the Development as set forth in the approved Code of Development for the ZMA. The sidewalks, which are within the common area of Riverside Village, are subject to all covenants and restrictions set out in the Declaration of Protective Covenants and Restrictions recorded immediately prior to this instrument, as well as rules and regulations duly adopted by the Riverside Village Community Association or its governing board. 5. MISCELLANEOUS PROVISIONS. A. Easements run with the land. All reserved easement established by this deed shall run with the land and be binding upon the parties,their successors,assigns,personal representatives,and heirs. B. Subject to Instruments of Record. The conveyances made herein are expressly subject to easements,conditions, restrictions and reservations contained in duly recorded deeds,plats, and other instruments constituting constructive notice in the chain of title to the property hereby conveyed, which have not expired by a limitation of time contained therein or have not otherwise become ineffective. C. County's right to assign. The County shall have the right to assign this Deed as its interests may require. An eligible assignee shall be one that is able to perform the terms,conditions and obligations of this Deed to assure that its purposes are fulfilled. D. Enforcement. In addition to any remedy provided by law to enforce the terms of this Deed,the parties shall have the following rights and obligations: 1. Action at law inadequate remedy. It is conclusively presumed that an action at law seeking a monetary remedy is an inadequate remedy for any breach or violation, or any attempted breach or violation, of any term of this Deed. 2. Failure to enforce does not waive right to enforce. The failure of County to enforce any term of this Deed shall not be deemed a waiver of the right to do so thereafter, nor discharge nor relieve the Grantor from thereafter complying with any such term. 3. No third party right of enforcement. Nothing in this Deed shall create any right in the public or any third party to maintain any suit or action against any party hereto. E. Relation to applicable laws. This Deed does not replace, abrogate or otherwise supersede any federal, state or local laws applicable to the Property. F. Severability. If any provision of this Deed is determined to be invalid by a court of competent jurisdiction, the remainder of the provisions shall not be affected thereby. 5 G. Recordation. Upon execution by the parties, this Deed shall be recorded with the record of land titles in the Clerk's Office of the Circuit Court of Albemarle, Virginia. H. Authority to accept Dedication. The County is authorized to accept the grant made by this Deed pursuant to Virginia Code § 15.2-1800. The County, acting by and through its County Executive, duly authorized by resolution adopted by the Board of Supervisors of the County of Albemarle,Virginia,accepts the conveyance of this property pursuant to Virginia Code § 15.2-1803, as evidenced by the County Executive's signature hereto and the recordation of this Deed. [SIGNATURES ARE ON THE FOLLOWING COUNTERPART SIGNATURE PAGES.] 6 WITNESS the following signatures. GRANTOR: RIVERSIDE VILLAGE PROPERTIES, INC., a Virginia corporation By: 02,,,141911 Name: Ghr:s u*nr7 Title: y;c.e_ fro.1 - COMMONWEALTH OF VIRGINIA CITY/CITY OF C hCt r 10 tt e S V i 1 l e. . The foregoing instrument was acknowledged before me this 411 day of June, 2015 by Chris H-eNry , ViCe Pre idel*of Riverside Village Properties, Inc., a Virginia corporation, Grantor, on behalf of the company. /)cr4 Notary Public My Commission Expires: TU N e. 3 O. 7_01e Registration Number: 1 3 3 5 5 1 ' NOTARY PUSUC _REG.07336151a ‘00$0111MOJILTU OF CONOINKNON OMB JUNE A aD,201$ 7 GRANTEE: COUNTY OF ALBEMARLE,VIRGINIA By: \:7 4.4'J e Thomas C. Foley 0 County Executive COMMONWEALTH OF VIRGINIA CITY OF CHARLOTTESVILLE: The foregoing instrument was acknowledged before me this day of June, 2015 by Thomas C. Foley, on behalf of the County of Albemarle, Virginia, Grantee. Notary Public �.`N,. .• . . * My Commission Expires:� 30 cut 7 * r1 TA ag . y �N Registration Number: v35'3 T 9`* AuBLIC ,\* y�aG #25 0,' •4 Approved as to form: 41.4L,... 1,4_/ loin' r tto I el! 8 EXHIBIT A Legal Description of Property All of that certain tract or parcel of real property shown and identified as "Block 6, Open Space, 352,337 SF"on that certain plat entitled,"SUBDIVISION PLAT,LOTS 1-8,BLOCK 3A,LOTS 9- 11,BLOCK 3B,LOTS 12-17,BLOCK 4,LOTS 18/19,20/21,22/23,24/25,26/27&28/29,BLOCK 2C,LOTS 30-36,BLOCK 2B,LOTS 37-45,BLOCK 2A,RIVERSIDE VILLAGE,ALSO BLOCK 6,HEREBY DEDICATED TO PUBLIC USE,LOCATED ON STATE ROUTE 20(STONY POINT ROAD)AND STATE ROUTE 1421 (FREE BRIDGE LAND)ABOUT 0.2 MILE NORTH OF U.S. ROUTE 250 (RICHMOND ROAD), RIVANNA MAGISTERIAL DISTRICT, ALBEMARLE COUNTY,VIRGINIA,"dated July 28,2014,last revised May 29,2015,prepared by Roger W. Ray &Assoc.,Inc.,attached as an exhibit to the Declaration of Protective Covenants and Conditions for Riverside Village, recorded immediately prior hereto. 9 VIRGINIA LAND RECORD COVsloe' Nwase ER SHEET FORM A-COVER SHEET CONTENT Instrument Date: 6/4/2015 Instrument Type: DEC Number of Parcels: 1 Number of Pages: 52 [ ]City Di County ALBEMARLE TAX EXEMPT? VIRGINIA/FEDERAL LAW [ ]Grantor: [ ]Grantee: Consideration: $0.00 Existing Debt: $0.00 Actual Value/Assumed: $0.00 Prior Recording At:[ ]City[ ]County Percentage In This Jurisdiction: 100.00000% (Area Above Reserved For Deed Stamp Only) BUSINESS/NAME 1 bQ Grantor: RIVERSIDE VILLAGE PROPERTIES,INC. [ ]Grantor: 1 [X]Grantee: RIVERSIDE VILLAGE PROPERTIES,INC. [ ]Grantee: GRANTEE ADDRESS Name: RIVERSIDE VILLAGE PROPERTIES, INC. Address: 200 GARRETT STREET SUITE S City: CHARLOTTESVILLE State: VA Zip Code: 22902 Book Number: Page Number: Instrument Number: Parcel Identification Number(PIN): 07800-00-00-05800 Tax Map Number: Short Property Description: Current Property Address 200 GARRETT STREET SUITE S City: CHARLOTTESVILLE State: VA Zip Code: 22902 Instrument Prepared By: LECLAIRRYAN Recording Paid By: LECLAIRRYAN Recording Returned To: LECLAIRRYAN Address: 123 EAST MAIN STREET EIGHTH FLOOR City: CHARLOTTESVILLE State: VA Zip Code: 22902 ' '41 iiill'i i: jIlia:;til.). ! iL I'll ■:1'1141 i�' lr 1;'L ',1 '1 ' If i 'i f ', ' ' : it E L l�'l I If F f 1 l'!I ' , ' 1r 4 11 I, , FORM CC-1570 Rev: 10/14 Page 1 of 1 Cover Sheet A §§17.1-223,17.1-227.1,17.1-249 Copyright®2014 Office of the Executive Secretary,Supreme Court of Virginia.All rights reserved. RIVERSIDE VILLAGE MASTER RESIDENTIAL DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS Tax Map Parcel No.: 07800-00-00-05800 Prepared by and Return to: Lori H. Schweller, Esq. LeClairRyan, A Professional Corporation 123 East Main Street, 8th Floor Charlottesville, Virginia 22902 TABLE OF CONTENTS RIVERSIDE VILLAGE MASTER RESIDENTIAL DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS Page ARTICLE I 1 DEFINITIONS 1 Section 1.1. Additional Area 1 Section 1.2. Annual Assessment 1 Section 1.3. Architectural Review Committee 2 Section 1.4. Articles 2 Section 1.5. Association 2 Section 1.6. Bylaws 2 Section 1.7. Clerk's Office 2 Section 1.8. Code of Development 2 Section 1.9. Common Area 2 Section 1.10. Declaration 3 Section 1.11. Developer 3 Section 1.12. General Assessments 3 Section 1.13. Governing Documents 3 Section 1.14. Improvement 3 Section 1.15. Limited Common Area 3 Section 1.16. Lot 3 Section 1.17. Member 3 Section 1.18. Owner 3 Section 1.19. Parcel 3 Section 1.20. Parcel Developer 4 Section 1.21. Period of Developer Control 4 Section 1.22. Person 4 Section 1.23. Phase 1 4 Section 1.24. Private Streets 4 Section 1.25. Proffers 4 Section 1.26. Properties 4 Section 1.27. Resident 4 Section 1.28. Supplemental Declaration 4 Section 1.29. Virginia Code 5 Section 1.30. Zoning Application Form 5 Section 1.31. Zoning Ordinance 5 ARTICLE II 5 ADDITIONS TO THE PROPERTIES 5 Section 2.1. Additional Area 5 i '' TABLE OF CONTENTS (continued) `''''` Page Section 2.2. Right to Subject Additional Area to Declaration 5 Section 2.3. Supplemental Declarations 6 Section 2.4. Power Not Exhausted by One Exercise, Etc. 6 Section 2.5. Development of Additional Area 6 Section 2.6. Withdrawal 7 Section 2.7. Master Plan 7 Section 2.8. Additions by Association 7 ARTICLE III 8 OWNERS ASSOCIATION 8 Section 3.1. Membership 8 Section 3.2. Classes of Membership 8 Section 3.3. Voting Rights 9 Section 3.4. Suspension of Voting Rights 9 Section 3.5. Articles and Bylaws to Govern; Property Owners' Association Act 9 ARTICLE IV 10 COMMON AREA 10 Section 4.1. Obligations of the Association 10 Section 4.2. Owners' Rights of Enjoyment and Use of Common Areas 11 Section 4.3. Limited Common Areas 12 Section 4.4. General Limitations on Owners' Rights 13 Section 4.5. Delegation of Use 14 Section 4.6. Damage or Destruction of Common Area or Limited Common Area by Owner 14 Section 4.7. Rights in Common Areas and Limited Common Areas Reserved by Developer and/or a Parcel Developer 14 Section 4.8. Title to Common Area and Limited Common Area. 14 Section 4.9. Reservation of Rights Regarding Common Area and Limited Common Area. 15 ARTICLE V 15 ASSESSMENTS 15 Section 5.1. Creation of the Lien and Personal Obligation for Assessments 15 Section 5.2. Purpose of Assessments 16 Section 5.3. Annual Assessments 16 Section 5.4. Special Assessments 17 Section 5.5. Date of Commencement of Annual Assessments 17 Section 5.6. Effect of Nonpayment of Assessments; Remedies of Association 18 Section 5.7. Subordination of Lien to Mortgages 18 Section 5.8. Exempt Properties 18 Section 5.9. Annual Budget 18 ii TABLE OF CONTENTS(continued) ""•`9 Page Section 5.10. Contribution to Working Capital 19 Section 5.11. Loans by Developer 19 ARTICLE VI 19 ARCHITECTURAL CONTROL 19 Section 6.1. Architectural Review Committee 19 Section 6.2. Plans to be Submitted 20 Section 6.3. Consultation with Architects, etc.; Administrative Fee 21 Section 6.4. Approval of Plans 21 Section 6.5. No Structures to be Constructed, etc. Without Approval 21 Section 6.6. Guidelines May Be Established 21 Section 6.7. Limitation of Liability 22 Section 6.8. Other Responsibilities of Architectural Review Committee 22 ARTICLE VII 22 USE OF PROPERTIES 22 Section 7.1. Protective Covenants 22 Section 7.2. Maintenance of Properties 31 Section 7.3. Administrative Fee Upon Transfer of Title 31 Section 7.4. Fair Housing Restrictions 31 Section 7.5. Security 32 ARTICLE VIII 32 EASEMENTS AND OTHER RESTRICTIONS 32 Section 8.1. Utility Easements 32 Section 8.2. Erosion Control 32 Section 8.3. Maintenance of Lots and Parcels 33 Section 8.4. Construction Easements and Rights 33 Section 8.5. Right of Entry for Governmental Personnel 33 Section 8.6. Easement for Landscaping, Signs and Related Purposes 33 Section 8.7. Easement for Use of Water Bodies and Irrigation 33 Section 8.8. Easement for Encroachment 34 Section 8.9. Easements to Serve Additional Area 34 Section 8.10. Easement Over Block 1 34 Section 8.11. Public Easements Over Sidewalks Necessary to Access Greenway Trails 35 iii Nor TABLE OF CONTENTS (continued) *ow" Page ARTICLE IX 35 GENERAL PROVISIONS 35 Section 9.1. Duration 35 Section 9.2. Amendments 35 Section 9.3. Enforcement 35 Section 9.4. Limitations 36 Section 9.5. Severability 36 Section 9.6. Conflict 36 Section 9.7. Interpretation 36 Section 9.8. Use of the Words `Riverside Village' or `Riverside Village Community Association, Inc.' 36 Section 9.9. Rights of Albemarle County, Virginia 36 Section 9.10. Approvals and Consents 36 Section 9.11. Assignment of Developer's Rights 37 Section 9.12. Successors and Assigns 37 Section 9.13. Compliance with Property Owners' Association Act 37 ARTICLE XII 37 DISSOLUTION OF THE ASSOCIATION 37 ARTICLE XIII 37 NOTICES 37 EXHIBIT A 39 EXHIBIT B 40 iv RIVERSIDE VILLAGE MASTER RESIDENTIAL DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS THIS DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS ("this Declaration") is made this 1-{t'day of June, 2015 by RIVERSIDE VILLAGE PROPERTIES, INC., a Virginia corporation ("Developer"), having an address of 200 Garrett Street, Suite S, Charlottesville, Virginia 22902, named herein as "Grantor" for purposes of recording. RECITALS A. Developer is the owner of certain real estate in Albemarle County, Virginia, on which it intends to create a planned community to be generally known as "Riverside Village." B. Developer desires to subdivide the Property into thirty-nine (39) lots, to be served by public and private roads, as shown on the subdivision plat attached hereto entitled, "SUBDIVISION PLAT, LOTS 1-8, BLOCK 3A, LOTS 9-11, BLOCK 3B, LOTS 12-17, BLOCK 4, LOTS 18/19, 20/21, 22/23, 24/25, 26/27 & 28/29, BLOCK 2C, LOTS 30-36, BLOCK 2B, LOTS 37-45, BLOCK 2A, RIVERSIDE VILLAGE, ALSO BLOCK 6, HEREBY DEDICATED TO PUBLIC USE, LOCATED ON STATE ROUTE 20 (STONY POINT ROAD) AND STATE ROUTE 1421 (FREE BRIDGE LAND) ABOUT 0.2 MILE NORTH OF U.S. ROUTE 250 (RICHMOND ROAD), RIVANNA MAGISTERIAL DISTRICT, ALBEMARLE COUNTY, VIRGINIA," dated July 28, 2014, last revised May 29, 2015, prepared by Roger W. Ray& Assoc., Inc. (the "Subdivision Plat"); and C. To provide for the preservation and enhancement of property values, the maintenance and care of certain amenities within the community, and the provision of certain services, Developer desires to subject the real estate described in Exhibit A, together with such additions thereto as may be made in the manner hereinafter provided, to the covenants, restrictions, easements, charges and liens hereinafter set forth, all of which are for the benefit of the community and the owners within the community. NOW, THEREFORE, Developer hereby declares that the real estate described in Exhibit A hereto, which shall be referred to as Phase I, and such additions thereto as may hereafter be made pursuant to Article II (but as to such additions, subject to any additions, deletions and modifications to the provisions of this Declaration as are made pursuant to Section 2.2), which shall be developed as future phases, is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens hereinafter set forth, as the same may be amended, modified, supplemented or restated from time to time. ARTICLE I DEFINITIONS Section 1.1. "Additional Area" shall have the meaning set forth in Section 2.1 of this Declaration. Section 1.2. "Annual Assessment" shall have the meaning set forth in Section 5.3 of this Declaration. 1 Section 1.3. "Architectural Review Committee" shall have the meaning set forth in Section 6.1 of this Declaration. Section 1.4. "Articles" means the Articles of Incorporation of Riverside Village Community Association, Inc., as the same may be amended from time to time. Section 1.5. "Association" means the Riverside Village Community Association, Inc., a Virginia non-stock corporation, its successors and assigns. Section 1.6. "Bylaws" means the Bylaws of Riverside Village Community Association, Inc., as the same may be amended from time to time. Section 1.7. "Clerk's Office" means the Clerk's Office of the Circuit Court of Albemarle County, Virginia. Section 1.8 "Code of Development: means Sheets C5 and C6 of the Rezoning Application for Riverside Village, Tax Map 78, Parcel 58, Rivanna District, Albemarle County, Virginia, ZMA 201200002, dated May 21, 2012, last revised September 6, 2013, approved by the Board of Supervisors for Albemarle County on November 13, 2013. Section 1.9. "Common Area" means (i) real estate and/or easements specifically designated as "Common Area" or"Common Area Easement" on recorded plats of the Properties, in any Supplemental Declaration or in any amendment to this Declaration or in any other instrument executed by Developer and recorded in the Clerk's Office; (ii) the portions of the Properties, if any, designated for "open space," "common open space," "buffer zones," "scenic easements," "natural open space area," "conservation areas," "landscape easement," "trail easement," "pedestrian mews," and "BMP" or similar purposes on recorded plats of the Properties and conveyed to (by deed, plat dedication or easement), and accepted by, the Association; and (iii) all other real property, easements, and improvements or facilities now or hereafter owned by the Association which are intended to be devoted to the common use and enjoyment of the Owners and such non-Owners, if any, who have been authorized to use such Common Area and Limited Common Areas pursuant to Sections 4.2, 4.3 and/or 4.5 hereof and/or pursuant to the Proffers. The Common Area includes or may in the future include, without limitation, Private Streets(defined below), entrance signs and entry features, landscaping easements, certain fencing, medians located within or adjacent to streets within the Properties, certain parks and open space areas, storm water detention ponds or "BMP's," other storm water management facilities, sidewalks constructed outside of the public right of way, and areas set aside for pedestrian and/or bicycle paths. Certain Parcels may include open space areas, easements and facilities which are intended to be maintained privately either by private ownership or by separate associations and which will not be designated as Common Area or Limited Common Area and will not be maintained by the Association. At Developer's option, the Properties may be served by one or more area-wide BMP's which also serve other property in Riverside Village and which may or may not be designated as Common Area or Limited Common Area of the Association; provided, however, that appropriate cross-easements and cost sharing agreements will be established in such instances. 2 Section 1.10. "Declaration" means this Declaration of Protective Covenants and Restrictions, as the same may from time to time be supplemented or amended. Section 1.11. "Developer" means Riverside Village Properties, Inc., a Virginia corporation, and its successors as "Developer" of the Properties to whom Riverside Village Properties, Inc. may assign its rights hereunder by instrument recorded in the Clerks' Office as provided in Section 9.11. Section 1.12. "General Assessments" shall have the meaning set forth in Section 5.3 of the Declaration. Section 1.13. "Governing Documents" means the Articles, the Bylaws, this Declaration and any Supplemental Declaration, as the same may be amended or supplemented from time to time. Section 1.14. "Improvement" shall mean any building, addition, patio, deck, fence, wall, exterior lighting, sign, mailbox or mailbox support, improvement or other structure. Section 1.15. "Limited Common Area" means a portion of the Common Area or the area designated pursuant to Section 4.4 hereof for the primary use of one or more but less than all of the Owners and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to Sections 4.1,4.2 and/or 4.5 hereof. Section 1.16. "Lot" means any lot which is shown on a recorded subdivision plat(or any subsequently recorded subdivision plat of any portion of the Properties subject to the Declaration) or, with respect to condominiums, a governmentally approved site plan or a recorded plat of the condominium, and on which is constructed or is to be constructed (i) a single family, detached residence; (ii) a townhouse; (iii) a zero lot line residence or other type of cluster house; or (iv) any condominium unit within a condominium created pursuant to the Condominium Act of Virginia, Section 55-79.39 et seq. of the Virginia Code, as the same may be amended from time to time. The term "Lot" shall not include any portion of the Properties which at the time in question is not included in a recorded subdivision plat of any portion of the Properties, or with respect to condominiums, any condominium units depicted on a governmentally approved site plan, but not yet subjected to the condominium regime pursuant to the provisions for creating condominium units as set forth and established by the Condominium Act of Virginia, nor shall "Lot" include Common Areas, Limited Common Areas, public streets or property dedicated to and accepted by a public authority. Section 1.17. "Member" means every Person who holds membership in the Association. Section 1.18. "Owner" means the record holder, whether one or more Persons, of fee simple title to any Lot or Parcel, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 1.19. "Parcel" means any portion of the Properties subdivided from the residue thereof for the purpose of either (i) resubdivision into Lots, (ii) the creation of a residential, commercial, or mixed-use condominium and condominium units pursuant to the Condominium 3 Act of Virginia, §55-75.39 et seq. of the Virginia Code, as the same may be amended from time to time, (iii) the construction of residential apartments thereon, or (iv) the construction of commercial or mixed-use buildings. Section 1.20. "Parcel Developer" means any Person who purchases or otherwise acquires record title to a Parcel for the purpose of development and sale of Lots (including, without limitation, condominium units). Section 1.21. "Period of Developer Control" means the period during which Developer may appoint members of the Board of Directors, which period shall terminate the earlier of (i) the date on which Developer and any Parcel Developer(s) cease to collectively own at least twenty-five percent (25%) of the Properties and Additional Area, (ii) the date on which Developer executes and records in the Clerk's Office an amendment to the Declaration terminating the Period of Developer Control; or (iii) the date that is fifteen (15) years after the date this Declaration is recorded in the Clerk's Office. Section 1.22. "Person" means any natural person, corporation, limited liability company, joint venture, partnership, association, joint stock company, trust, unincorporated organization or government or any agency or subdivision thereof or any other separate legal entity. "Person" shall also mean and include, without limitation, a property or condominium unit owners association. Section 1.23. "Phase I"means all property currently subjected to this Declaration. Section 1.24. "Private Streets" shall mean and refer to the rights of way shown and labeled on the Subdivision Plat as "Trailside Court (Private R/ W)," "Riverwalk Xing (Private R/W)," and "Access Easement," together with such additional private roads as may be hereafter dedicated to serve such additional real property as may be added by supplemental declaration. Section 1.25. "Proffers" means those proffered conditions applicable to the Properties as part of the Zoning Ordinance for the Properties, as the same may be amended from time to time. "Proffers" shall include, without limitation, those certain proffers specifically set out in the Proffer Statement dated November 4, 2013 offered as part of the Zoning Application Plan, defined below, to the extent such proffers remain applicable to the Properties; as the same may be amended from time to time. Section 1.26. "Properties" means all property currently subjected to this Declaration ("Phase I"), together with such other real property as may from time to time be subjected in whole or in part to this Declaration by Developer pursuant to Article II hereof as and when such other real property is subjected. Section 1.27. "Resident" means any person who occupies a dwelling on a Lot or Parcel for more than 21 days in any 60-day period or more than 30 days in any 12-month period. Section 1.28. "Supplemental Declaration" shall have the meaning set forth in Section 2.3 hereof 4 Section 1.29. "Virginia Code" means the Code of Virginia (1950), as in effect on the first date of recordation of this Declaration and as amended from time to time thereafter. Except as otherwise expressly permitted herein, if any sections of the Virginia Code referred to in this Declaration are hereafter repealed or recodified, each such reference shall be deemed to apply to the section of the Virginia Code that is the successor to the previous section referred to herein, or, if there is no successor section, such reference shall be interpreted as if the section had not been repealed. Section 1.30 "Zoning Application Plan" shall mean the application plan entitled, "Rezoning Application Plan for Riverside Village, Tax Map 78, Parcel 58, Rivanna District, Albemarle County, Virginia, ZMA 201200002," dated May 21, 2012, last revised September 6, 2013, prepared by Shimp Engineering, P.C., approved November 13, 2013 by the Board of Directors of Albemarle County with and subject to the Proffers. Section 1.31. "Zoning Ordinance" means (i) the Albemarle County Zoning Ordinance, as adopted as of the recordation of this Declaration in the Clerk's Office and as may be amended from time to time (the "County Zoning Ordinance"), together with the Proffers; and (ii) all other zoning ordinances, rules and regulations applicable to the Properties. If the County Zoning Ordinance or any other applicable ordinances, rules and regulations in effect on the first date of recordation of this Declaration are subsequently repealed, amended or supplemented in any respect or if any variances or waivers are subsequently granted with respect thereto, the term "Zoning Ordinance" when used in interpreting or applying this Declaration at any point in time shall mean the County Zoning Ordinance and such other ordinances, rules and regulations as they may have been repealed, amended, supplemented, varied or waived as of such point in time. ARTICLE II ADDITIONS TO THE PROPERTIES Section 2.1. Additional Area. The real estate that is subject to this Declaration as of the date of its recordation in the Clerk's Office is described in Exhibit A hereto. Developer contemplates the extension of this Declaration to the real estate described in Exhibit B hereto or portions thereof(the "Additional Area"). However, Developer shall not be obligated to bring all or any part of the Additional Area within the scheme of development established by this Declaration, and no negative reciprocal easement shall arise out of this Declaration so as to benefit or bind any portion of the Properties or the Additional Area until such portion of the Additional Area is expressly subjected to the provisions of this Declaration in accordance with Section 2.2 below and then such portion of the Additional Area shall be subject to any additions, deletions and modifications as are made pursuant to Section 2.2. Section 2.2. Right to Subject Additional Area to Declaration. Developer reserves the right, at its discretion, at such time or times as it shall determine on or before the date that is fifteen (15) years after the date this Declaration is recorded in the Clerk's Office, to subject the Additional Area, or such portions thereof as Developer shall determine, together with improvements thereon and easements, rights and appurtenances thereunto belonging or appertaining, to the provisions of this Declaration in whole or in part. Any portion of the Additional Area which is not, on or before the date that is fifteen (15) years after the date this Declaration is recorded in the Clerk's Office, subjected to the provisions of this Declaration in 5 whole or in part pursuant to this Section 2.2 and thereby constituted a part of the "Properties," shall cease to be Additional Area. Each of the additions authorized pursuant to this Section 2.2 shall be made by Developer's recordation in the Clerk's Office of an appropriate instrument describing the portion(s) of the Additional Area subjected to this Declaration. If record title to the portion of the Additional Area being subjected to this Declaration is held by any Person other than Developer, then such Person shall join in and execute such instrument along with Developer. Each such instrument may contain such additions, deletions and modifications to the provisions of this Declaration as may be desired by Developer. However, no negative reciprocal easement shall arise out of any additions, deletions or modifications to this Declaration made in the instruments which subject the Additional Area to this Declaration except as to the real estate expressly subject to such additions, deletions and modifications. In addition, after Developer's right to unilaterally extend the Declaration to portions of the Additional Area has expired, the Association shall have the right but not the obligation to annex and subject real property to this Declaration in accordance with Section 2.8 of this Declaration. Section 2.3. Supplemental Declarations. In addition to subjecting the Additional Area to this Declaration as provided in Section 2.2, Developer may, in its discretion, execute and record one or more supplemental declarations (each a "Supplemental Declaration") for the purpose of establishing certain additional or different covenants, easements and restrictions (including without limitation a different level of assessments) applicable to specified Lot(s) and/or Parcel(s). However, no negative reciprocal easement shall arise out of any Supplemental Declaration so as to bind any real property not expressly subjected thereto. Section 2.4. Power Not Exhausted by One Exercise, Etc. No exercise of the power granted Developer hereunder as to any portion of the Additional Area shall be deemed to be an exhaustion of such power as to other portion(s) of the Additional Area not so subjected to the provisions hereof or to the provisions of a Supplemental Declaration. The discretionary right of Developer to subject the Additional Area to the provisions of this Declaration or a Supplemental Declaration is not conditioned upon or subject to the approval of other Owners and therefore the requirements set forth in Section 9.2 for amendments to this Declaration shall be inapplicable to Developer's rights under this Article II. The failure of Developer to extend the provisions of this Declaration to the Additional Area or any portion(s) thereof shall not be deemed to prohibit the establishment of a separate scheme of development (including provisions substantially similar or identical to those contained herein) for such portion(s) of the Additional Area to which this Declaration is not extended. Section 2.5. Development of Additional Area. The portion(s) of the Additional Area subjected to this Declaration may be developed with multi-family residential buildings, condominiums, and mixed-use or commercial buildings, which may employ different architectural styles, types, square footages and price ranges, subject to applicable conditions, restrictions, and other provisions of the Code of Development and Proffers, as each may be amended from time to time. Developer makes no representation as to the building styles, types and price ranges for current or future Parcels. The portion(s) of the Additional Area subjected to the provisions of this Declaration may contain additional Common Areas and Limited Common Areas and facilities to be owned and/or maintained by the Association. Also, the portion(s) of the Additional Area subjected to the provisions of this Declaration may be subjected to one or more declarations for separate associations, and, therefore, Owners of Lots and Parcels may also 6 be members of such separate associations, as applicable, in addition to being Members of the Association. Section 2.6. Withdrawal. Developer shall have the right, in its sole discretion, to remove from the Properties any portion thereof by recording in the Clerk's Office an appropriate instrument describing the portion(s) to be removed from the Properties; provided, however, if such portion is owned by a Person other than Developer, then such withdrawal must be with the consent of such Person and Developer. Any withdrawal(s) of land from the Properties shall be in compliance with all applicable provisions of the Proffers and the Zoning Ordinance. Section 2.7. Master Plan. The existence of a master plan (also referred to as a conceptual development plan) for the Properties as part of the Zoning Ordinance or as used by Developer in developing, marketing and/or selling the Properties and Lots and Parcels therein shall not be deemed to constitute a representation by Developer that the real estate shown thereon shall be developed as depicted on the master plan, and the master plan may be amended from time to time in the sole discretion of Developer with the consent (to the extent required) of the County. Section 2.8. Additions by Association. After Developer's right to unilaterally extend the Declaration to portions of the Additional Area has expired, this Declaration may be extended to any portion of the Additional Area pursuant to the following procedures: (a) Approval Required. The Association, by (i) the affirmative vote of two- thirds (2/3) or more of the directors serving on the Board of Directors of the Association plus (ii) the consent in writing of the Owners of a majority or more of the Lots within the Properties subject to this Declaration, may authorize the President of the Association to execute a Supplemental Declaration to extend this Declaration to all or portions of the Additional Area provided the Owner(s) of such Additional Area consent to such extension as evidenced by such Owner(s)joining in an instrument of record subjecting such real property to the covenants, liens, restrictions, easements, and other provisions of this Declaration. However, the Association shall not be obligated to bring all or any part of the Additional Area within the scheme of development established by this Declaration, and no negative reciprocal easement or covenant shall arise out of this Declaration so as to benefit or bind any portion of the Properties or the Additional Area until such portion of the Additional Area is expressly subjected to the provisions of this Declaration in accordance with subparagraph (b) below and then such portion of the Additional Area shall be subject to any additions, deletions and modifications as are made pursuant to subparagraph (b) below. (b) Method of Adding Additional Area to Declaration. Each of the additions authorized pursuant to this Section 2.8 shall be made by the Association's recordation in the Clerk's Office of a Supplemental Declaration describing the portion(s) of the Additional Area subjected to this Declaration. Each such instrument may contain such additions, deletions and modifications to the provisions of this Declaration as may be desired by the Association. However, no negative reciprocal easement or covenant shall arise out of any additions, deletions or modifications to this Declaration made in the instruments which subject the Additional Area to this Declaration except as to the real estate expressly subject to such additions, deletions and modifications. 7 (c) Supplemental Declarations. In addition to subjecting the Additional Area to this Declaration as provided in subparagraph (b) above, the Association may, in its discretion and in accordance with the procedures specified in subparagraph (a) above, execute and record one or more supplemental declarations (each a "Supplemental Declaration") for the purpose of establishing certain additional or different covenants, easements and restrictions (including without limitation a different level of assessments) applicable to a specified Lot(s) and/or Parcel(s) within the portion(s) of Additional Area to be subjected pursuant to subparagraph (b) above. However, no negative reciprocal easement or covenant shall arise out of any Supplemental Declaration so as to bind any real property not expressly subjected thereto. (d) Power Not Exhausted by One Exercise, Etc. No exercise of the power granted the Association hereunder as to any portion of the Additional Area shall be deemed to be an exhaustion of such power as to other portion(s) of the Additional Area not so subjected to the provisions hereof or to the provisions of a Supplemental Declaration. The discretionary right of the Association to subject the Additional Area to the provisions of this Declaration or a Supplemental Declaration is conditioned upon and subject to the prior approval of the Board of Directors of the Association and the required written consent of the requisite amount of Owners as set forth in subparagraph (a) and therefore the requirements set forth in Section 9.2 for amendments to this Declaration shall not apply to this Section 2.8. The failure of the Association to extend the provisions of this Declaration to the Additional Area or any portion(s) thereof shall not be deemed to prohibit the establishment of a separate scheme of development (including provisions substantially similar or identical to those contained herein) for such portion(s) of the Additional Area to which this Declaration is not extended. (e) Development of Additional Area. The portion(s) of the Additional Area subjected to the provisions of this Declaration pursuant to this Section 2.8 may contain additional Common Areas and/or Limited Common Areas and facilities to be owned and/or maintained by the Association. ARTICLE III OWNERS ASSOCIATION Section 3.1. Membership. Every Owner of a Lot, and every Owner of a Parcel shall be a member of the Association. Membership shall be appurtenant to and shall not be separated from ownership of any Lot and/or Parcel. Upon the recordation of a deed to a Lot or a Parcel, the membership of the selling Owner shall cease and the purchasing Owner shall become a member of the Association. Section 3.2. Classes of Membership. The Association shall have two classes of voting membership: Class A. All Owners of Lots and Parcels including Developer shall be Class A members. Class B. Developer shall be the Class B member. The Class B membership shall 8 automatically terminate at the end of the Period of Developer Control. Section 3.3. Voting Rights. (a) Each Class A member other than Developer shall be entitled to cast one vote for each Lot and Parcel owned. Developer shall be entitled to cast five (5) Class A votes per Lot and Parcel owned. For the limited purpose of calculating the Class A votes of Developer, the term "Lot" shall be deemed to include residential lots and/or units which have either (i) been created by recordation of the appropriate subdivision plat(s) and/or condominium instruments, or (ii) if no such plats or instruments have been recorded, the number of developable lots/units attributed to the portions of the Properties and Additional Area owned by Developer. (b) Developer as the Class B member shall be entitled to cast the Class B vote. (c) Notwithstanding subsection (a) above, if a Parcel is developed into residential apartments, the Owner thereof shall be entitled to cast the product of five (5) Class A votes per acre, rounded up to the nearest whole number. If a Parcel is developed into mixed-use or commercial units, separate commercial association(s) shall be formed for the commercial units. Section 3.4. Suspension of Voting Rights. The Board of Directors of the Association may suspend the voting rights of any Member subject to assessment under this Declaration during the period when any such assessment shall be delinquent, but upon payment of such assessment the voting rights of such Member shall automatically be restored. The Board of Directors, after appropriate due process, may also suspend the voting rights of any Member who is in violation of the Governing Documents, Rules or Architectural Guidelines and/or who allows a violation to exist on his Lot or Parcel if such violation remains uncorrected after the last day of a period established by the Association for correction (such period to be stated in a notice to the Owner/Member together with a description of the violation and the manner of its correction). Section 3.5. Articles and Bylaws to Govern; Property Owners' Association Act. Except to the extent expressly provided in this Declaration, all the rights, powers and duties of the Association and the Members, including the Members' voting rights, shall be governed by the Articles and the Bylaws. The Articles provide, among other things, that Developer shall appoint the members of the Board of Directors during the Period of Developer Control. However, in the event of any conflict or inconsistency between the provisions of this Declaration or any Supplemental Declaration and the provisions of the Articles or Bylaws, this Declaration and all Supplemental Declarations (to the extent applicable) shall control. In addition to all of the rights, powers and duties of the Association provided in this Declaration, the Association shall have all of the rights, powers and duties provided in the Property Owners' Association Act, Section 55-508 et seq. of the Virginia Code, as the same may be amended from time to time. 9 ARTICLE IV COMMON AREA Section 4.1. Obligations of the Association. The Association, subject to the rights of the Members set forth in this Declaration, shall be responsible for the maintenance, management, operation and control, for the benefit of the Members, Members, and subject to the rights of non- Owners, but only to the extent non-Owners are granted rights pursuant to the provisions of this Declaration, of the Common Area and Limited Common Area conveyed, reserved or dedicated to or for the benefit of the Association and all improvements thereon (including fixtures, personal property and equipment related thereto) and shall keep the Common Area, and Limited Common Area and the improvements thereon in accordance with the requirements of the Proffers, the Zoning Ordinance, this Declaration and any applicable Supplemental Declaration, and the Association shall keep the same in good, clean and attractive condition, order and repair. The Association shall be responsible for the management, control and maintenance of all street intersection signs (to the extent not maintained by Albemarle County), direction signs, plantings, street lights, entrance features and stone, fencing, wood or masonry wall features, landscaping and pedestrian paths erected, installed or planted in the Common Areas and Limited Common Areas by Developer or the Association, for the benefit of the Members or the Association; provided such items are not maintained by the applicable municipality or the Virginia Department of Transportation at its expense and are located within Common Areas and Limited Common Areas. The Private Streets shall be maintained by the Developer until the Developer conveys all Common Area to the Association, at which time they shall be maintained by the Association. The Private Streets will be maintained to a standard that, at minimum, ensures that they will remain in substantially the condition they are in, pursuant to the approved site plan for Riverside Village,when the surety required to be posted by the Declarant pursuant to Section 14-146 of the County Code is released. The travelways of the Private Streets shall be maintained so that they are safe and convenient for passenger automobiles and emergency vehicles at all times except in severe temporary weather conditions. For the purposes of this paragraph, "maintenance" shall include the maintenance of the private streets (including alleys), including repairing the road surface, cleaning or recutting ditches, trimming brush along the roadside, repairing sidewalks, curbs and gutters, unplugging or opening culverts or drainpipes and otherwise maintaining drainage facilities, promptly removing snow, ice, debris or any other obstruction so as to keep the road reasonably open for safe access by standard passenger vehicles and emergency service vehicles. (Note: Clearing sidewalks of snow, ice, debris, or other obstruction so as to keep them reasonably open for safe passage for pedestrians shall be the obligation of each Owner whose Lot is fronted by sidewalk as to each such section of sidewalk fronting such Owner's Lot, even if such sidewalk is located in the public right-of-way.) Funds for repair, maintenance, upkeep, improvement, enhancement or replacement of Private Streets shall be provided by the Association through annual and special assessments as described in this Declaration. The cost of construction, repair, maintenance, upkeep or replacement of Private Streets shall not be borne by the County of Albemarle, the Virginia Department of Transportation or any public agency. 10 In addition to the Association's responsibilities regarding the Common Areas and Limited Common Areas, the Association shall have the express right and authority to enter into cost sharing, shared use and cross access arrangements with any Person, including, without limitation, any other property owners association providing services and/or shared facilities within the Properties or in the vicinity of the Properties. Further, the Association shall be responsible for the routine mowing and maintenance of grass and the maintenance of trees and other landscaping required by the Zoning Application Plan and planted by the Developer, the Association, or by Builders on any Lot; except, however, that damage to such areas resulting from the acts of the Owner of any Lot or his household members, guests, tenants or invitees shall be remedied at the sole expense of such Owner. The Association shall not be responsible for maintaining any bushes, trees, or other landscaping and vegetation not required by the Zoning Application Plan and planted by the Owners and shall not be responsible for mowing or maintaining turf in any yard that the Owner thereof makes inaccessible to the Association by fencing, vegetation or otherwise. Fencing enclosing any portion of a yard should have a gate at least 48" inches wide to permit the passage of mowing equipment. At the County's request, the Subdivision Plat shows the areas in which the trees required by the Zoning Application Plan are located as "Private Landscaping Easement" on each Lot. Such easements are reserved for the benefit of the Developer and the Association. The Association's performance of its obligations under this Section 4.1 shall be for the benefit of its Members and such non-Owners, if any, who have been authorized to use the Common Areas pursuant to Sections 4.2, 4.3 and 4.5 hereof, provided, however, that the rights of such Members and non-Owners, if any, shall be subject to the provisions of this Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws and such rules and regulations as may be adopted from time to time by the Association. Pursuant to the Proffers, the Developer shall dedicate to Albemarle County in fee simple Block 6 for use as a public park and will construct trails through the park as shown on the Zoning Application Plan. Following the required dedication, the park shall not be part of the Common Area but shall belong to the County, which shall be responsible for maintenance, repairs, and reconstruction of the trails or any other amenities (if any) therein with the exception of required frontage landscaping and storm water facilities located on the dedicated land, if any, which shall be maintained by the Association. Section 4.2. Owners' Rights of Enjoyment and Use of Common Areas. Subject to the provisions of the Proffers, this Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws and any Rules as may be adopted from time to time by the Association, every Owner shall have a right of enjoyment in and to the Common Areas which right of enjoyment shall be appurtenant to and shall pass with the title to every Lot and Parcel. The Common Areas shall be used only for the purpose or purposes for which the Common Areas may have been improved by Developer, the Parcel Developer or the Association and subject to any applicable restrictions in the Zoning Ordinance. Any Common Area which has not been improved for a particular use is intended to remain in its natural condition until so improved, and any use thereof by an Owner shall not damage or disturb such natural condition or the enjoyment thereof by other Owners. Without limiting the generality of the foregoing, Developer reserves for itself, during the Period of Developer Control, and for the Association upon the expiration or 11 earlier termination of the Period of Developer Control, the right to grant to any Person or Persons a license and/or similar right to make exclusive use of portions of the Common Areas for temporary usage and/or for the purpose of assigning any parking spaces located within the Common Areas; provided that any such grant is evidenced (i) in a writing executed by Developer and recorded in the Clerk's Office if granted by Developer or (ii) by duly adopted resolution of the Board of Directors of the Association if granted by the Association; and provided further that any such grant shall be consistent with the purposes for which such Common Area may have been improved. As used in the forgoing sentence, the word "temporary" shall mean and include a specified amount of time reasonable under the circumstances which does not unduly deprive or unduly limit the rights of enjoyment of other Owners in and to such Common Areas. Section 4.3. Limited Common Areas. Developer shall have the power, for so long as the Developer has the right to add Additional Area under Section 2.2 hereof, to restrict portions of the Common Area for the primary and/or exclusive use of the Owners of one or more specific Lots (and such non-Owners, if any, who have been authorized to use such areas pursuant to the Proffers and Section 4.5 hereof) by designating such portions of Common Area as "Limited Common Area." Developer may either: (i) indicate the locations of the Limited Common Area appertaining to one or more Lots by depicting such Limited Common Area and the Lots to which it is appurtenant on a plat attached to or recorded with a Supplemental Declaration; (ii) label a portion of the Common Area as "Common Area that may be assigned as Limited Common Area" on a plat attached as an exhibit to the applicable Supplemental Declaration and thereafter assign such Limited Common Area to one or more specific Lots by unilaterally amending the Supplemental Declaration to indicate the assignment depicting the Limited Common Area being assigned and the Lots to which it is appurtenant; or (iii) indicating that such Common Area is Limited Common Area by a description in an applicable Supplemental Declaration. Subject to the provisions of the Proffers, this Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws, and the Rules as may be adopted from time to time by the Association's Board of Directors, the Owners of Lot(s)to which Limited Common Area has been assigned and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to the Proffers and Section 4.5 hereof shall have the primary right of enjoyment in and to the Limited Common Area assigned which right of enjoyment shall be appurtenant to and shall pass with the title to every Lot to which such Limited Common Area is appurtenant. The Limited Common Areas shall be used by Owners of Lots to which such Limited Common Areas have been assigned and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to the Proffers and Section 4.5 hereof only for the purpose or purposes for which the Limited Common Areas may have been improved by Developer, the Parcel Developer or the Association and subject to any applicable restrictions in the Zoning Ordinance, Code of Development, and/or Proffers. Any Limited Common Area which has not been improved for a particular use is intended to remain in its natural condition until so improved, and any use thereof by an Owner of a Lot to which such Limited Common Area is appurtenant shall not damage or disturb such natural condition or the enjoyment thereof by other Owners of Lots to which such Limited Common Area is appurtenant. Without limiting the generality of the foregoing, Developer reserves for itself, during the Period of Developer Control, and for the Association upon the expiration or earlier termination of the Period of Developer Control, the 12 right to grant to any Person or Persons a license and/or similar right to make exclusive use of portions of the Limited Common Areas; provided that any such grant is evidenced (i) in a writing executed by Developer if granted by Developer or(ii)by duly adopted resolution of the Board of Directors of the Association if granted by the Association. Section 4.4. General Limitations on Owners' Rights. The Owners' rights of enjoyment in the Common Areas and Limited Common Areas shall be subject to the following: (a) the right of the Association's Board of Directors to establish reasonable rules and regulations and to charge reasonable admission and other fees for the use of the Common Areas and Limited Common Areas; (b) the right of Developer during the Period of Developer Control, and the right of the Association's Board of Directors upon the expiration or earlier termination of the Period of Developer Control, to grant to any Person or Persons licenses and/or similar rights to make exclusive use of such areas as more particularly set forth and described in Sections 4.2 and 4.3 thereof; (c) the right of the Association's Board of Directors to suspend the right of an Owner to use or benefit from any of the Common Areas and Limited Common Areas for the period during which any assessment against his Lot or Parcel is delinquent as may be limited by the last sentence of§55-514.0 of the Virginia Code as in effect on the date hereof; (d) the right of the Association's Board of Directors to suspend the right of an Owner to use or benefit from any of the Common Areas or Limited Common Areas for any period during which any other violation by the Owner of this Declaration, a Supplemental Declaration or the rules promulgated by the Association pursuant to this Declaration remains uncorrected after the last day of a period established for correction by the Association's Board of Directors (such period to be stated in a notice to the Owner together with a statement of the violation complained of and the manner of its correction) and for not more than sixty (60) days after such correction; (e) the right of the Association's Board of Directors to mortgage any or all of the Common Areas or Limited Common Areas as further addressed in the Bylaws; (f) the right of Developer or the Association's Board of Directors to grant utility easements across the Common Areas or Limited Common Areas as provided in Section 8.1; (g) the right of the Association's Board of Directors to dedicate or transfer all or any part of the Common Areas or Limited Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be desired; (h) all of the other easements, covenants and restrictions provided for in this Declaration and any Supplemental Declaration(s) applicable to the Common Areas and/or Limited Common Areas; 13 (i) the right of Developer during the Period of Developer Control, and the right of the Association's Board of Directors upon the expiration or earlier termination of the Period of Developer Control, to grant to any Person or Persons licenses and/or similar rights to make exclusive use of such areas as more particularly set forth and described in Sections 4.2 and 4.3 hereof; and (j) the rights of Albemarle County and such rights, covenants, easements, restrictions, obligations and conditions as set forth in the Proffers. Section 4.5. Delegation of Use. Subject to the restrictions and covenants set forth in this Declaration, any Owner may delegate his right of enjoyment to the Common Area and Limited Common Area to Residents of his household and to his permitted guests, and he may transfer such right to his authorized tenants, subject to such Rules, fees and/or limitations as may be established from time to time by the Association's Board of Directors. Section 4.6. Damage or Destruction of Common Area or Limited Common Area by Owner. In the event any Common Area, Limited Common Area or improvement thereon is damaged, destroyed or altered by an Owner, his tenants, guests, licensees, agents or members of his household, the Association may repair such damage at the Owner's expense. If the Association undertakes to repair such damage and/or restore such alteration, the Association shall do so in a good and workmanlike manner in conformance with the original plans and specifications of the area or improvement involved, or as the Common Area, Limited Common Area or improvement may have been theretofore modified or altered by the Association, in the discretion of the Association's Board of Directors. The cost of such restoration and/or repairs shall become a special assessment on the Lot of such Owner and shall constitute a lien on such Owner's Lot and be collectible in the same manner as other assessments set forth herein. Section 4.7. Rights in Common Areas and Limited Common Areas Reserved by Developer and/or a Parcel Developer. Until such time as Developer or a Parcel Developer conveys a property constituting Common Area or Limited Common Area, as the case may be, to the Association, Developer or the Parcel Developer, as the case may be, shall have the right as to that property, but not the obligation, (i) subject to the provisions of Article VI hereof, to construct such improvements thereon as it deems appropriate, and (ii) to use the Common Area and/or Limited Common Area for other purposes not inconsistent with the provisions of this Declaration (including, without limitation, for a marketing or sales office, construction control center or hospitality center). Section 4.8. Title to Common Area and Limited Common Area. Developer or a Parcel Developer may retain legal title to the Common Areas and Limited Common Areas, as the case may be, or portions thereof, but notwithstanding any provision herein to the contrary, Developer and/or the applicable Parcel Developer shall convey each Common Area and Limited Common Area to the Association, in a good and workmanlike condition reasonably acceptable to the Association, free and clear of all liens but subject to this Declaration and all other easements, conditions and restrictions of record either (i) at such time as such improvements are completed and in a condition reasonably acceptable to the Association; or (ii) at such time as Developer may elect, not to exceed five (5) years after the date specified in clause (i) of this sentence. The foregoing notwithstanding, a Parcel Developer shall not convey any property to the Association 14 unless Developer is a party to the instrument of conveyance. Regardless of whether the Common Areas or Limited Common Areas actually have been conveyed by Developer or the applicable Parcel Developer, as the case may be, Owners and the Association shall have all the rights and obligations imposed by this Declaration, any Supplemental Declaration, the Articles and Bylaws with respect to the Common Areas and the Limited Common Areas from and after the date such Common Areas and Limited Common Areas are designated as such by recordation of an appropriate instrument in the Clerk's Office. The Association shall be liable from the date such Common Areas and Limited Common Areas are so designated for payment of insurance and maintenance costs with respect thereto. Section 4.9. Reservation of Rights Regarding Common Area and Limited Common Area. Certain of the open space, conservation areas, and historic resources (if any) may be better suited for ownership by a private, nonprofit organization among whose purposes is the conservation of open space land and/or natural or historic resources. The entire area of Block 6 (as shown on the Rezoning Application Plan) shall be kept in conservation and dedicated for park use with such restrictions as may be established by the grantee and approved by the County. Notwithstanding anything in this Declaration to the contrary, and regardless of whether such areas have previously been designated as Common Areas or Limited Common Areas, Developer reserves for itself, and its respective successors and assigns, the right, for so long as Developer has the right to add Additional Area to the Properties pursuant to Section 2.2 hereof, to transfer and convey in fee simple or by easement such open space, conservation areas, and historic resources as Developer deems in the best interests of such areas to one or more private, nonprofit organizations, or governmental agencies. Any transfer and conveyance shall comply with the specific criteria set forth in the Zoning Ordinance. ARTICLE V ASSESSMENTS Section 5.1. Creation of the Lien and Personal Obligation for Assessments. Developer, for each Lot and Parcel owned within the Properties, hereby covenants (subject to Sections 5.5, 5.8, 5.9 and 5.11), and each Owner of any Lot or Parcel, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant to pay to the Association assessments as set forth in this Declaration, any Supplemental Declaration and in the Bylaws; provided, however, that Developer and any Parcel Developer shall be exempt from payment of assessments for Lots and Parcels owned by Developer and any Parcel Developer. The assessments, together with interest thereon, late charges and costs of collection including attorneys' fees, shall be a continuing lien upon the Lot or Parcel against which each such assessment is made in order to secure payment thereof and shall also be the personal obligation of the party who was the Owner of the Lot or Parcel at the time the assessment fell due. No Owner may waive or otherwise avoid liability for the assessments provided herein by nonuse of the Common Areas or the Limited Common Areas or abandonment of his Lot or Parcel. Each assessment that is not paid when due shall bear interest at the rate established by the Association, which rate shall not exceed the maximum rate permitted by applicable law. Each assessment that is not paid within ten (10) days of its due date shall, at the option of the Association, incur a late charge and administrative fee as may be established from time to time by resolution duly adopted by the Board of Directors of the Association. 15 Section 5.2. Purpose of Assessments. The assessments levied by the Association shall be used for the management, maintenance, improvement, care, operation, renovation, repair and replacement of the Common Areas and Limited Common Areas and improvements thereon and other property owned or acquired by the Association of any whatsoever nature; for the maintenance and other responsibilities of the Association as set forth in the Proffers; for the discharge of all taxes and other levies and assessments against the Common Areas and Limited Common Areas and improvements thereon and other property owned or acquired by the Association; for the procurement of insurance by the Association in accordance with the Bylaws; for the establishment of reserves with respect to the Association's obligations; for the discharge of the Association's contractual and legal obligations; for funding and/or providing educational and training activities for directors and officers of the Association and to Association volunteers and Owners; for the provision of services by the Association, its advisors, consultants, attorneys, contractors, employees, and agents, as authorized in this Declaration, any applicable Supplemental Declaration and/or in the Articles or Bylaws; for the discharge of such other obligations as may be imposed upon or assumed by the Association pursuant to its Articles, Bylaws, this Declaration, any Supplemental Declaration, the Proffers and the Zoning Ordinance; and for such other purposes as may be authorized by or pursuant to the Articles or Bylaws. Section 5.3. Annual Assessments. "Annual Assessments" shall mean "General Assessments" and "Limited Common Expense Assessments." (a) General Assessments. 1. Purpose. "General Assessments" shall mean those assessments used for the general purposes set forth in Section 5.2 above except that the General Assessments shall not be used for those purposes for which Limited Common Expense Assessments shall be used. 2. Basis. The General Assessments shall be established upon the basis of an annual budget adopted by the Board of Directors of the Association and increased or decreased from time to time by the Board of Directors of the Association pursuant to the Bylaws. 3. Payment. The General Assessments shall be assessed on an annual, calendar year basis and shall be payable quarterly, in advance on the first day of each calendar quarter, provided, however, that the initial payment by an Owner shall be prorated and payable as set out in Section 5.5 below and in the Bylaws. (b) Limited Common Expense Assessments. 1. Purpose. "Limited Common Expenses" are those expenses that may be attributable to managing, maintaining, improving, caring, operating, renovating, repairing, establishing appropriate reserves for, insuring and replacing Limited Common Areas, as well as the cost of providing certain services to individual Lots and Parcels. The purpose of the "Limited Common Expense Assessment" is to provide a means whereby the Owners of Lots and Parcels which directly benefit from specific Limited Common Area and/or certain services applicable to individual Lots and Parcels pay their proportionate share of the Limited Common Expenses attributable to such Limited Common Area and/or services. 16 2. Basis. Limited Common Expenses may be assessed by the Association only against the Lots and Parcels benefited in proportion to their relative General Assessment liability as calculated among the Lots and Parcels subject to such Limited Common Expenses or based on usage, as appropriate. Such Limited Common Expenses shall be determined as follows: (i) Any expenses designated in a Supplemental Declaration as Limited Common Expenses to be paid by the Owners of designated Lots and Parcels subject to such Supplemental Declaration; (ii) Any expenses proposed by the Board of Directors or a specific group of Owners as Limited Common Expenses against a specific group of Lots and/or Parcels and agreed to by Members entitled to cast a majority of the total number of votes with respect to such Lots and/or Parcels, assessed against such Lots and/or Parcels as such Owners may agree or in proportion to their relative General Assessment liability as calculated among the Lots subject to such Limited Common Expenses; (iii) Any expenses incurred in the upkeep of or the maintenance of, and reserves for the upkeep and replacement of, common "private" alleys, drives, and/or parking areas serving a limited number of Lots and/or Parcel(s) and labeled "private" on the applicable recorded plat and/or described as "private" in the applicable Supplemental Declaration shall be assessed only against the Lots or Parcel(s) served by such private alley, drive and/or parking area; (iv) Any expenses incurred in the upkeep of, or the maintenance of reserves for the upkeep of, Limited Common Area may be assessed only against the Lots and/or Parcel(s) served by such Limited Common Area; and (v) Any service to individual Lots and/or Parcel(s) based on usage. Section 5.4. Special Assessments. In addition to the General Assessments and Limited Common Expense Assessments, the Board of Directors of the Association may levy a periodic special assessment if the purpose in doing so is found by the Board of Directors to be in the best interest of the Association and the proceeds of such assessment are used for (i) the maintenance and upkeep, including capital expenditures, of the Common Area (or of the Limited Common Area, provided the special assessment is levied against only those Lots and/or Parcel(s) served by such Limited Common Area); and (ii) the discharge of taxes, the procurement of insurance, the establishment of reserves, payment of costs and expenses incurred by the Association in the course of its operations, and the discharge of such services and other obligations as may be assumed by the Association pursuant to its Articles, Bylaws, the Declaration, any Supplemental Declaration, the Proffers, the Zoning Ordinance, or any cost sharing, use or cross easement arrangements entered into with any other Person, and for such other purposes as authorized by or pursuant to the Articles or Bylaws. Section 5.5. Date of Commencement of Annual Assessments. Subject to Section 5.9, the Annual Assessments provided for herein shall commence as to each Lot or Parcel on the first 17 `w.r .rrr day of the month following the recordation of the deed to such Lot or Parcel to an Owner, other than Developer or a Parcel Developer, who purchases the same. The first Annual Assessment on a Lot or Parcel shall be adjusted according to the number of months remaining in the calendar year. Unless the Board of Directors of the Association amends the Bylaws to provide otherwise, the Annual Assessments shall be paid as provided in the Bylaws. Section 5.6. Effect of Nonpayment of Assessments; Remedies of Association. The lien of the assessments provided for in this Declaration may be perfected and enforced in the manner provided in § 55-516 of the Virginia Code. A statement from the Association showing the balance due on any assessment shall be prima facie proof of the current assessment balance and the delinquency, if any, due on a particular Lot or Parcel. The Association may also bring an action at law against any Owner personally obligated to pay the same, either in the first instance or for deficiency following foreclosure, and interest, late charges and costs of collection including attorney's fees shall be added to the amount of such assessment and secured by the assessment lien. In addition, if any installment of any Annual Assessment or Special Assessment is not paid within thirty (30) days after the due date, the Board of Directors shall have the right upon notice to the Owner to accelerate the installments owed and declare the entire balance of any Annual Assessment or Special Assessment due and payable in full. Section 5.7. Subordination of Lien to Mortgages. The lien upon each of the Lots and Parcels securing the payment of the assessments shall have the priority set forth in § 55-516A of the Virginia Code. Section 5.8. Exempt Properties. The following property subject to this Declaration shall be exempt from the assessments and liens created herein: (i) any property used as a sales or leasing center, model, maintenance center or management facility by Developer or for similar purposes; (ii) all properties dedicated and accepted by a public authority; (iii) all Common Areas and Limited Common Areas; (iv) all properties other than Lots wholly exempt from real estate taxation by state or local governments upon the terms and to the extent of such legal exemption; and (v) all Lots and Parcels owned by Developer and/or any Parcel Developer other than the Parcel Developer of any Parcel developed for residential apartments which Parcel Developer shall be obligated for payment of assessments at such time as such residential apartments become available for occupancy or as otherwise provided in a Supplemental Declaration applicable to such Parcel. Section 5.9. Annual Budget. The Board of Directors shall adopt an annual budget for each fiscal year, which budget shall provide for the annual level of assessments (including provision for reserves and physical damage insurance deductibles) and an allocation of expenses. There shall be no responsibility for the payment of assessments until after the Board of Directors adopts its initial annual budget. Thereafter, the failure or delay of the Board of Directors to prepare or adopt a budget for any fiscal year shall not constitute a waiver or release in any manner of an Owner's obligation to pay assessments as herein provided whenever the same shall be determined and, in the absence of any annual budget or adjusted budget, each Owner shall continue to pay assessments at the rate established for the previous year until notified of the new payment amount which shall be due on the date established by the Board of Directors when such new annual or adjusted budget is adopted by the Board of Directors. 18 Section 5.10. Contribution to Working Capital. Upon the acquisition of record title to a Lot by a Person (other than Developer, a Parcel Developer or an owner who purchases solely for the purpose of constructing a dwelling thereon for resale), a mandatory working capital contribution shall be made by or on behalf of such person to the Association in the initial amount equal to one-half (1/2) the amount of the Annual General Assessment for such Lot, which working capital contribution may be increased from time to time by resolution of the Board of Directors. This contribution shall be deposited in the purchase and sales escrow at settlement and shall be disbursed therefrom to the Association for its operating account, or if there is no settlement, shall otherwise be paid directly to the Association upon such Person obtaining title. Amounts payable under this Section 5.10 are in addition to any assessments and any fees associated with the Association's preparation and delivery of the Disclosure Packet pursuant to the Virginia Property Owners' Association Act (§ 55-509 et. seq., of the Code of Virginia, as amended), and shall not be deemed to be prepaid assessments. The amount of any unpaid working capital contribution shall constitute a lien on such Owner's Lot or Parcel and shall be deemed a special assessment upon such Lot or Parcel and such shall be regarded as any other assessment with respect to lien rights of the Association and remedies provided herein for non- payment. Persons who acquire title to a Lot or Parcel are obligated to pay such contribution to the Association regardless of whether such Person acquired title to such Lot or Parcel by purchase (with or without consideration), gift or devise. Section 5.11. Discretionary Advances/Loans by Developer. Developer shall have the option, but not the obligation, to advance and/or loan money to the Association at any time or from time to time on such terms and at such rates as are commercially reasonable to enable the Association to comply with its obligations under this Declaration. Such advance(s) or loan(s) may be made in Developer's sole and absolute discretion and may be in lieu of, or in addition to, loans obtained by the Association from other parties. Any loan shall be represented and secured by one or more promissory notes of the Association and shall be listed and disclosed as "Loans from Developer" on all annual budgets and year-end financial statements of the Association. ARTICLE VI ARCHITECTURAL CONTROL Section 6.1. Architectural Review Committee. There is hereby established a committee (the "Architectural Review Committee") for the purpose of reviewing and, as appropriate, approving or disapproving all Plans (hereinafter defined) submitted by Owners in accordance with this Article VI. The Architectural Review Committee shall be composed of one (1) to three (3) Persons, who need not be Members of the Association, from time to time appointed by Developer until 100% of the Properties and the Additional Area have been developed and conveyed to Owners other than Developer and any Parcel Developer, or by the Board of Directors of the Association from and after the date on which Developer delegates this responsibility to the Association by written instrument in recordable form executed by Developer. Developer or the Board of Directors, as the case may be, may appoint one alternate member to the Architectural Review Committee, which alternate member may vote only in the absence of a regular member. The members of the Architectural Review Committee shall serve for such terms as may be determined by Developer or the Board of Directors of the Association, as the case may be. Developer reserves the right (which may be exercised at any time or from time to time) to delegate certain, but less than all Architectural Review Committee 19 responsibilities to the Association, and if Developer exercises this right the Board of Directors may appoint its own review committee which satisfies the same criteria as set forth herein for the Architectural Review Committee. For example, by way of illustration and not limitation, Developer may delegate to the Association the authority for reviewing and, as appropriate, approving or disapproving Plans submitted for modifications, alterations or additions made on or to existing structures on Lots, in which case the Board of Directors shall appoint its own Architectural Review Committee for the purpose of exercising such delegated authority. The Developer-appointed Architectural Review Committee and any authorized Architectural Review Committee appointed by the Board of Directors shall be collectively referred to herein for ease of reference as the "Architectural Review Committee." References herein to Architectural Review Committee shall apply to either or both committees, as applicable. Section 6.2. Plans to be Submitted. Before commencing the construction, erection or installation of any building, addition, patio, deck, fence, wall, animal pen or shelter, exterior lighting, sign, mailbox or mailbox support, landscaping, awning, shade structure, improvement or other structure (each of the foregoing being hereinafter referred to as an "Improvement") on any Lot or Parcel, including any site work in preparation therefor, and before commencing any alteration, enlargement, demolition or removal of an Improvement or any portion thereof in a manner that alters the exterior appearance (including but not limited to paint color) of the Improvement or of the Lot or the Parcel on which it is situated, each Owner shall submit to the Architectural Review Committee a completed Design Review Application on the form provided by the Architectural Review Committee (the "Application"), a proposed construction schedule and at least three sets of plans and specifications of the proposed construction, erection, installation, alteration, enlargement, demolition or removal, which plans and specifications shall include (unless waived by the Architectural Review Committee): (i) a site plan showing the size, location and configuration of all Improvements, including driveways and landscaped areas, and all setback lines, buffer areas and other features required under the Zoning Ordinance or the guidelines adopted by the Architectural Review Committee, (ii) as to Improvements initially constructed on a Lot or a Parcel, landscaping plans showing the trees to be removed and to be retained and shrubs, plants and ground cover to be installed, (iii) architectural plans of the Improvements showing exterior elevations, construction materials, exterior colors, driveway material, (iv) a sediment and erosion control plan, and (v) a tree protection plan and such other information as the Architectural Review Committee in its discretion shall require (collectively, the "Plans"). The Architectural Review Committee may, in its sole discretion, waive the requirement that any or all of the required Plans be submitted in a particular case where it determines such Plans are not necessary to properly evaluate the Application. The Architectural Review Committee shall not be required to review any Plans unless and until the Application has been submitted in completed form with the proposed construction schedule and the Plans contain all of the required items. The Application, Plans and the proposed construction schedule must be submitted to the Architectural Review Committee at the address of Developer in the same manner as notices are to be sent to Developer pursuant to Article XI, for so long as all members of the Architectural Review Committee are appointed by Developer, and thereafter the Application, Plans and the proposed construction schedule may be submitted to the Architectural Review Committee at the address of the Association in the same manner as notices are to be sent to the Association pursuant to Article XI. The Architectural Review Committee may grant blanket plan approval to Parcel Developers and/or to any builders who purchase more than one 20 Lot at a time, subject to such additional conditions (such as receipt of a site plan for a specific Lot) as the Architectural Review Committee may establish. Section 6.3. Consultation with Architects, etc.; Administrative Fee. In connection with the discharge of its responsibilities, the Architectural Review Committee may engage or consult with architects, engineers, planners, surveyors, attorneys and others. Any person seeking the approval of the Architectural Review Committee agrees to pay all fees thus incurred by the Architectural Review Committee and further agrees to pay an administrative fee to the Architectural Review Committee in such amount as the Architectural Review Committee may from time to time reasonably establish. The payment of all such fees is a condition to the approval or disapproval by the Architectural Review Committee of any Plans, and the commencement of review of any Plans may be conditioned upon the payment of the Architectural Review Committee's estimate of such fees. Section 6.4. Approval of Plans. The Architectural Review Committee shall not approve the Plans for any Improvement that would violate any of the provisions of this Declaration or of any Supplemental Declaration applicable thereto. In all other respects, the Architectural Review Committee may exercise its sole discretion in determining whether to approve or disapprove any Plans, including, without limitation, the location of any Improvement on a Lot or Parcel. An Owner whose application has been disapproved by any Architectural Review Committee appointed by the Association's Board of Directors may appeal such decision to the Board of Directors if such Owner notes his/her appeal in writing to the Association and such notice of appeal is received by the Association on or before the date that is five (5) days after the date of the Architectural Review Committee's decision. Section 6.5. No Structures to be Constructed, etc. Without Approval. No Improvement shall be constructed, erected, installed or maintained on any Lot or Parcel, nor shall any Improvement be altered, enlarged, demolished or removed in a manner that alters the exterior appearance (including paint color) of the Improvement or of the Lot or the Parcel on which it is situated, unless the Application, Plans and construction schedule therefor have been approved by the Architectural Review Committee. After the Application, Plans and construction schedule therefor have been approved, all Improvements shall be constructed, erected, installed, maintained, altered, enlarged, demolished or removed strictly in accordance with the approved Plans. Upon commencing the construction, erection, installation, alteration, enlargement, demolition or removal of an Improvement, all of the work related thereto shall be carried on with reasonable diligence and dispatch and in accordance with the construction schedule approved by the Architectural Review Committee. Section 6.6. Guidelines for Architecture and Landscaping. The Developer has established the Riverside Village Phase I Residential Design Guidelines — Architecture & Landscape ("Architectural Guidelines"). The Architectural Review Committee may, subject to the approval of the Board of Directors, in its discretion, revise and amend the Architectural Guidelines and develop additional standards and guidelines for future phases of the development. The Architectural Review Committee shall be governed by this Declaration, and all applicable declarations for any sub-associations, as well as the Architectural Guidelines when considering whether to approve or disapprove Plans. Such guidelines may vary by Lot and/or Parcel and may include, without limitation, uniform standards for signage and mailboxes and mailbox 21 supports. However, nothing contained in this Declaration shall require the Architectural Review Committee to approve the Plans for Improvements on a Lot or a Parcel on the grounds that the layout, design and other aspects of such Improvements are the same or substantially the same as the layout, design and other aspects of Improvements approved by the Architectural Review Committee for another Lot or Parcel. The Architectural Guidelines may include specific procedures to implement the Application and Application review process, including, without limitation, to the extent applicable a procedure for an applicant's appeal of the Architectural Review Committee's decision, as well as requirements relating to the form of the Application and required signatures thereon. Section 6.7. Limitation of Liability. The approval by the Architectural Review Committee of any Application and/or Plans, and any requirement by the Architectural Review Committee that the Plans be modified, shall not constitute a warranty or representation by the Architectural Review Committee of the adequacy, technical sufficiency or safety of the Improvements described in such Plans, as the same may be modified, and the Architectural Review Committee shall have no liability whatsoever for the failure of the Plans or the Improvements to comply with applicable building codes, laws and ordinances or to comply with sound engineering, architectural or construction practices. In addition, in no event shall the Architectural Review Committee have any liability whatsoever to an Owner, a contractor or any other party for any costs or damages (consequential or otherwise) that may be incurred or suffered on account of the Architectural Review Committee's approval, disapproval or conditional approval of any Plans. The Architectural Review Committee shall have no liability whatsoever to any Owner due to the fact that the housing style, type, square footage, and/or price range associated with any approved Plans and/or Improvements differ from those of Improvements approved by the Architectural Review Committee for another Lot or Parcel. Section 6.8. Other Responsibilities of Architectural Review Committee. In addition to the responsibilities and authority provided in this Article VI, the Architectural Review Committee shall have such other rights, authority and responsibilities as may be provided elsewhere in this Declaration, in any Supplemental Declaration and in the Bylaws. ARTICLE VII USE OF PROPERTIES Section 7.1. Protective Covenants. (a) Nuisances. No nuisance shall be permitted to exist on any Lot or Parcel. Noxious, destructive, or offensive activity, or any activity constituting an unreasonable source of annoyance (such as barking dogs), shall not be conducted on any Lot or Parcel or on the Common Area or the Limited Common Area or any part thereof, and the Association shall have standing to initiate legal proceedings to abate such activity. Each Owner shall refrain from any act or use of his or her Lot or Parcel which could reasonably cause embarrassment, discomfort, or annoyance to other Owners, and the Board of Directors shall have the power to make and to enforce reasonable rules in furtherance of this provision. (b) Restriction on Further Subdivision. No Lot shall be further subdivided or separated into smaller Lots by any Owner(other than Developer and a Parcel Developer), and no 22 portion less than all of any such Lot, nor any easement or other interest herein, shall be conveyed or transferred by an Owner, provided that this shall not prohibit the vacating of boundaries between adjacent Lots to create a bigger Lot, deeds of correction, deeds to resolve boundary line disputes and similar corrective instruments and provided that this shall not prohibit the division or combination of condominium units in accordance with law, or the creation of condominiums. If boundaries are vacated between Lots, or if one or more condominium units are combined to form a larger unit, the Owner of the resulting bigger Lot (or unit) shall be obligated to pay assessments hereunder as if the boundary had not been vacated or the condominium unit had not been combined. (c) Rules. From time to time the Board of Directors may adopt general rules, including but not limited to rules to regulate potential problems relating to the use of Properties and the well-being of Residents and Owners, such as the definition of nuisances, keeping of animals, storage and use of all vehicles, storage and use of machinery, parking of vehicles, assignment of parking spaces, use of outdoor drying lines, antennas, satellite dishes, signs, trash and trash containers, restrictions on sprinkler and irrigation systems, private irrigation wells and uses of BMP's and wetlands, maintenance and removal of vegetation on the Properties and the type and manner of application of fertilizers or other chemical treatments to the Properties (collectively, the "Rules"). All such Rules and any subsequent amendments thereto shall be consistent with the Zoning Ordinance and the Proffers and shall be binding on all Members and occupants of the Properties, including their tenants, guests and invitees, except where expressly provided otherwise in such Rules. Such Rules as adopted from time to time are herein incorporated by reference and shall be as binding as if set forth herein in full; provided, however, that in the event of a conflict between any provision(s) in the Rules and the Governing Documents, the provision(s) set forth in the Governing Documents shall control. (d) Exceptions. In certain special circumstances, the Board of Directors may issue variances exempting a particular Lot or Parcel from any of the provisions of this Article VII. (e) Irrigation. Subject to the rights retained by Developer in Section 8.7, no sprinkler or irrigation system of any type which draws upon water from creeks, streams, rivers, lakes, ponds, wetlands, canals or other ground or surface waters within the Properties shall be installed, constructed or operated within the Properties without the written approval of Developer, except that the Association shall have the right to draw upon water from such water bodies for irrigation of the Common Area and Limited Common Area to the extent, if any, permitted by the Proffers and the Zoning Ordinance. All sprinkler and irrigation systems shall be subject to approval in accordance with Section 6.5 of this Declaration. This paragraph shall not apply to Developer, and may not be amended without Developer's written consent so long as Developer has the right to add property in accordance with Article II. (f) Lakes and Water Bodies. There shall be no swimming, use of personal flotation devices, boating or fishing in any ponds or `BMPs" located within the Properties. This paragraph shall not apply to prohibit any use by Developer specifically authorized under this Declaration. The Association shall not be responsible for any loss, damage or injury to any person or property arising out of the authorized or unauthorized use of ponds, BMPs, streams or 23 �r r.rrr other water bodies within the Properties. The Association shall not be responsible for maintaining water levels in any streams, ponds or other water bodies within the Properties. (g) Permitted Uses. Except as otherwise provided in the Governing Documents (including without limitation any applicable Supplemental Declaration), no Lot within Phase I shall be used for other than residential purposes except as designated by Developer or as set forth below. As set out in the Code of Development, the parcel comprising Block 1 may be developed for mixed commercial and residential use, and the parcel comprising Block 5 may be developed for multi-family or mixed use. Nothing in the Governing Documents shall be construed to prohibit Developer or its designees from using any Lot owned by Developer or a Parcel Developer (or any other Lot with the permission of the Owner thereof) or any portion of the Common Area or Limited Common Area for promotional, marketing, display or customer service purposes (such as a visitors' center) or for the settlement of sales of Lots. Further, Developer specifically reserves the right to operate a construction office or a rental, brokerage and management office at any time on Lots owned or leased by Developer (or any other Lot with the permission of the Owner thereof) and on any portion of the Common Area or Limited Common Area to the extent permitted by law. Developer may assign its rights under this section to, or share such rights with, one or more other persons, exclusively, simultaneously or consecutively with respect to the Common Area, Limited Common Areas and Lots owned or leased by Developer or such Persons. (h) Hazardous Uses; Waste. Nothing shall be done or kept on the Properties which will increase the rate of insurance applicable for permitted uses for the Common Area, Limited Common Area or any part thereof without the prior written consent of the Board of Directors, including, without limitation, any activities which are unsafe or hazardous with respect to any person or property. No Person shall permit anything to be done or kept on the Properties which will result in the cancellation of any insurance on the Common Area, Limited Common Area or any part thereof or which would be in violation of any law, regulation or administrative ruling. No vehicle of any size which transports inflammatory or explosive cargo may be kept or driven on the Properties at any time. Each Owner shall comply with all federal, state and local statutes, regulations, ordinances, or other rules intended to protect the public health and welfare as related to land, water, groundwater, air or other aspects of the natural environment(the "Environmental Laws"). Environmental Laws shall include, but are not limited to, those laws regulating the use, generation, storage or disposal of hazardous substances, toxic wastes and other environmental contaminants (collectively, the "Hazardous Materials"). No Owner shall knowingly use, generate, manufacture, store, release, dispose of or knowingly permit to exist in, on, under or about such Owner's Lot, the Common Area, Limited Common Area or any portion of the Properties, or transport to or from any portion of the Properties any Hazardous Materials except in compliance with the Environmental Laws. No waste and/or dumping shall be committed on the Common Area or Limited Common Area. (j) Emissions. There shall be no emissions of dust, sweepings, dirt, cinders, odors, gases or other substances into the atmosphere except for normal residential chimney emissions, no production, storage, burial or discharge of Hazardous Materials on the Properties or discharges of liquid, solid wastes or other environmental contaminants into the ground or any body of water, if such emission, production, storage or discharge may adversely affect the use or intended use of any portion of the Properties or may adversely affect the health, safety or 24 ''w ar.✓ comfort of any person. The foregoing sentence shall not apply to dust, mud, dirt and construction debris emitted by or in connection with the construction of Improvements by Developer or a Parcel Developer. (k) Noise. No person shall cause any unreasonably loud noise (except for security devices) anywhere on the Properties, nor shall any person permit such persons, dogs or pets to engage in any activity, practice or behavior which causes unreasonable annoyance, discomfort or disturbance to any Person lawfully present on any portion of the Properties. The foregoing sentence shall not apply to the noise emitted by or in connection with the construction of Improvements by Developer or a Parcel Developer. As a minimum standard for maximum noise levels permitted, no person shall exceed noise levels set out in Section 4.18.04 of the Zoning Ordinance, as it may be amended, or related applicable provisions of the Zoning Ordinance . (i) Lawful Use. No improper, offensive or unlawful use shall be made of the Properties or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental agencies having jurisdiction thereof shall be observed. All laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereof relating to any portion of the Properties shall be complied with, by and at the sole expense of the Owner, the Association, Developer or any owners association or condominium unit owners association, whichever shall have the obligation for the upkeep of such portion of the Properties, and, if the Association, then the cost of such compliance shall be included in the General Assessment or Limited Common Expense Assessment, as appropriate. (1) Obstructions. No person shall obstruct any of the Common Area or Limited Common Area, or otherwise impede the rightful access of any other Person on any portion of the Properties upon which such Person has the right to enter. No Person shall place or cause or permit anything to be placed on or in any of the Common Area or Limited Common Area without the approval of the Board of Directors of the Association. Nothing shall be altered or constructed in or removed from the Common Area or Limited Common Area except with the prior written approval of the Board of Directors. No vehicles may be parked in any public or private street or right-of-way within the Properties in areas labeled "no parking" or that would obstruct the flow of traffic. (m) Association Properties. Subject to the easements set out in this Declaration and legally reserved or granted, the Common Area and Limited Common Area shall be used only for the furnishing of the services and facilities for which the same is reasonably suited and which are incident to the use and occupancy of the Lots. The improvements located on the Common Area and Limited Common Area shall be used only for their intended purposes. Except as otherwise expressly authorized pursuant to Sections 4.2 and 4.3 hereof or otherwise provided in the Governing Documents, no Owner shall make any private, exclusive or proprietary use of any of the Common Area or Limited Common Area without the prior written approval of the Board of Directors and then only on a temporary basis. The word "temporary" as used in the foregoing sentence shall mean and include a specified amount of time reasonable under the circumstances which does not unduly deprive or unduly limit the rights of enjoyment of other Owners in and to the Common Area (as to all Owners) and the Limited Common Area (as to those Owners of Lots to which such Limited Common Area is appurtenant). 25 (n) Mining. No Lot shall be used for the purpose of boring, mining, quarrying, exploring for or removing oil or other hydrocarbons, minerals, gravel or earth except with the prior written approval of the Board of Directors. (o) Signs. Except for such signs as may be posted by Developer or a Parcel Developer for promotional or marketing purposes or by the Association, no signs of any character shall be erected, posted or displayed in a location that is visible from the Common Area, Limited Common Area or any other Lot, except for one (1) sign advertising the Lot as "for sale," which sign complies with the criteria, specifications and other requirements set forth in the Rules and/or Architectural Guidelines. (p) Trash. Except in connection with construction activities, no burning of any trash and no accumulation, burial or storage of litter, refuse, bulk materials, building materials, garbage, or trash of any other kind shall be permitted on any Lot. Trash containers shall not be permitted to remain in public view from the Common Area or the Limited Common Area or another Lot except on days of trash collection and as provided in the Rules. Trash, leaves and other materials shall not be burned in violation of local ordinances. No incinerator shall be kept or maintained upon the Properties without the prior written approval of the Board of Directors. All trash collection and removal shall be in accordance with the Rules. (q) Landscaping; Sight-lines. No tree, hedge or other landscape feature shall be planted or maintained in a location which obstructs sight-lines for vehicular traffic on public streets. Pavement, plantings and other landscape materials shall not be placed or permitted to remain upon any Lot: (i) if such materials may damage or interfere with any easement for the installation or maintenance of utilities; (ii) in violation of the requirements of such easements; (iii) unless in conformity with public utility standards; (iv) if such items block view corridors as determined by the Architectural Review Committee; or (v) if such materials may unreasonably change, obstruct or retard direction or flow of any drainage channels. No water pipe, sewer pipe, gas pipe, drainage pipe, television cable, electrical wire, or other similar transmission line shall be installed or maintained upon any Lot above the surface of the ground except as otherwise expressly permitted in sub-paragraph(gg) below. (r) Vegetation. No live trees with a diameter in excess of five (5) inches, measured three (3) feet above ground, nor trees in excess of three (3) inches in diameter, similarly measured, which are generally known as flowering trees (such as dogwood or redbud) or as broad leaf evergreens (such as holly, laurel, or rhododendron), no live vegetation on slopes of greater than twenty-five percent (25%) gradient or marked "no cut" areas on approved site plans may be cut without prior approval of the Architectural Review Committee. The Board of Directors may set rules for cutting of trees to allow for selective clearing or cutting, and the Board of Directors shall have the absolute discretion to determine whether to remove trees within the Common Area and Limited Common Area. (s) Temporary Structures. No structure of a temporary character, such as, by way of illustration and not limitation, trailers, tents, shacks, barns, pens, kennels, runs, stables, sheds not anchored on foundations or other temporary accessory buildings shall be erected, used or maintained on any Lot except in connection with construction activities or otherwise specifically permitted in the Rules. The Architectural Guidelines adopted by the Architectural 26 Review Committee and the Board of Directors, from time to time, may contain further limitations with respect to permanent accessory structures, if any, which may be erected, used or maintained on any Lot. The provisions of this paragraph shall not apply to Developer. (t) Fences. Except for any fence installed by Developer or the Association, no fence shall be installed except in conformance with standards established therefore as set forth in the Architectural Guidelines and with the written approval of the Architectural Review Committee. No chain link fencing will be permitted on the Properties; provided, however, that Developer or its designees may erect a chain link fence for the temporary storage of building materials, for the protection of building sites, or around ponds or such other areas as required by applicable law, building code and/or government regulation. (u) Vehicles. Except in connection with construction activities, no trucks (except for private passenger trucks), trailers, commercial vehicles, construction trucks, campers, recreational vehicles, all terrain vehicles, personal watercraft, jet skis, boats or other large vehicles, including grounds maintenance equipment, may be parked on any portion of the Common Area, Limited Common Area or any portion of a Lot visible from the Common Area, Limited Common Area or any other Lot or on any public or private right-of-way within or adjacent to the Properties, or any grass area, unless expressly permitted by the Board of Directors and only in such parking areas or for such time periods (if any) as may be designated for such purpose. Parking of all such vehicles and related equipment, other than on a temporary and non- recurring basis, shall be in garages or screened enclosures approved by the Architectural Review Committee or in areas, if any, designated in the Rules. All vehicles must be parked so as not to impede traffic or damage vegetation, and no vehicles may be parked in any fire lane or areas labeled as no parking areas. No junk or derelict vehicle or other vehicle on which current registration plates and current county and state inspection permits are not displayed shall be kept upon any portion of the Common Area, Limited Common Area, or any portion of a Lot visible from the Common Area, Limited Common Area, or another Lot, or any public or private right- of-way. Vehicle repairs and storage of vehicles are not permitted, except in accordance with the Rules; provided, however, that noncommercial repair of vehicles is permitted within enclosed structures. All motor vehicles including, but not limited to, trail bikes, motorcycles, dune buggies, and snowmobiles shall be driven only upon paved streets and parking areas. No motor vehicles, golf carts, motorized scooters, "segways" or similar motorized equipment shall be driven on community trails, pathways or paved or unpaved portions of the Common Area or Limited Common Area, except (i) such vehicles as are authorized by the Board of Directors as needed to maintain, repair, or improve the Common Area or Limited Common Area, and (ii) motorized wheelchairs or other devices to assist disabled persons. This prohibition shall not apply to normal vehicular use of designated streets, and alleys constructed on the Common Area and Limited Common Area. (v) Timeshares. No Lot or Parcel shall be subjected to or used for any timesharing, cooperative, short-term leases, licensing or other arrangement that would entail daily, weekly, monthly, or any other type of revolving or periodic occupancy by multiple Owners, tenants, cooperators, licensees, or timesharing participants. The foregoing shall not be interpreted to limit the leasing of apartment units located within any Parcel developed for residential apartments or commercial units within any Parcel developed with commercial or mixed-use buildings. 27 Naas.' (w) Professional Offices. No Lot containing a dwelling unit shall be used for any business, commercial, manufacturing, mercantile, storing, vending or other non-residential purpose; provided, however, that an Owner may maintain a home occupation as permitted by Albemarle County and may maintain an office in the dwelling constructed on such Owner's Lot if(i) such occupation or office generates no significant number of visits (as determined by the Board of Directors) by clients, customers or other persons related to the business, (ii) no equipment or other items related to the business are stored, parked or otherwise kept on such Owner's Lot or the Properties outside of an approved enclosure, and (iii) such Owner has obtained approvals for such use as may be required by Albemarle County. As a condition to such use, the Board of Directors may require the Owner to pay any increase in the rate of insurance or other costs for the Association which may result from such use. This provision does not apply to any parcel or lot within Block 1 or Block 5 containing a mixed-use building. (x) Animals. The maintenance, keeping, boarding or raising of animals, livestock, poultry or reptiles of any kind, regardless of number, is prohibited on any Lot or upon the Common Area or Limited Common Area, except that the keeping of guide animals and orderly domestic pets (e.g., dogs, cats or caged birds) without the approval of the Board of Directors, is permitted, subject to the Rules; provided, however, that such pets are not kept or maintained for commercial purposes or for breeding and that any such pet causing or creating a nuisance or unreasonable disturbance or noise may be permanently removed from the Properties after written notice from the Board of Directors and the appropriate due process hearing as provided in the Rules; provided, however, that any pet or animal which, in the sole discretion of the Board of Directors, constitutes a threat to the safety and/or welfare of any Person may be immediately removed (or ordered removed), suspended and/or banned from the Properties by the Board of Directors upon written notice to its owner. Pets shall not be permitted upon the Common Area or Limited Common Area unless accompanied by someone who can control the pet and unless carried or leashed. Pet droppings shall be removed by the owner of the pet. Any Owner who keeps or maintains any pet upon any portion of the Properties agrees to indemnify and hold the Association, each Owner and Developer free and harmless from any loss, claim or liability of any kind or character whatever arising by reason of keeping or maintaining such pet within the Properties. All pets shall be registered and inoculated as required by law. (y) Clothes Drying Equipment. Only such clotheslines or other clothes drying apparatus expressly permitted under, and meeting the criteria set forth in, the Rules and/or any Architectural Guidelines, shall be permitted outside of an enclosed structure on any Lot. (z) Mailboxes and Newspaper Tubes. Only mailboxes and newspaper tubes which comply with the standards and criteria set forth in the Architectural Guidelines and which have been approved by the Architectural Review Committee shall be permitted. The Architectural Review Committee may adopt specific criteria applicable to mailboxes and newspaper tubes, and such criteria may vary. (aa) Lighting. No exterior lighting shall be directed outside the boundaries of any Lot. All exterior lighting requires pre-approval by the Architectural Review Committee prior to installation. 28 (bb) Pools. No in-ground or above-ground swimming pool shall be erected or maintained on any Lot. (cc) Construction Activities. This section shall not be construed as forbidding any work involved in the construction or maintenance of any portion of the Properties so long as such work is undertaken and carried out (i) with the minimum practical disturbance to Persons occupying other portions of the Properties; (ii) in such a way as does not violate the rights of any Person under other provisions of this Declaration; and (iii) in accordance with all applicable restrictions in the Rules, any Architectural Guidelines, the resolutions of the Board of Directors and the other provisions of this Declaration. The Architectural Review Committee may approve temporary structures for construction purposes which may otherwise be in violation of the Governing Documents, the Rules or any Architectural Guidelines. (dd) Leasing. All Owners are responsible for ensuring that any lease applicable to such Owner's Lot complies with the requirements of this subparagraph (dd) and with the occupancy restrictions set forth in Article X of this Declaration. No dwelling unit located on a Lot or any portion thereof shall be used or occupied for transient or hotel purposes or in any event leased for an initial period of less than twelve (12)months; provided, however if a Parcel is developed for residential apartment use or an assisted or special care use, wherein the Owner's Parcel is not subdivided into Lots, such use may be for a period of less than twelve (12) months. No portion of any dwelling unit (other than the entire dwelling unit) shall be leased for any period. No Owner shall lease a Lot other than on a written form of lease: (1) requiring the lessee to comply with the Governing Documents (including, without limitation, the occupancy restrictions set forth in Article X of this Declaration) and the Rules; and (2)providing that failure to comply with such documents constitutes a default under the lease. (ee) Garage Sales and the Like. Except with respect to any community-wide "garage sale" held pursuant to a resolution of the Board of Directors, no Owner shall use his Lot, nor permit his Lot to be used, for the conducting of a "garage sale," "yard sale," "tag sale," "flea market," or other similar purpose. The Rules of the Association may contain additional restrictions with respect to the use of Lots in connection with community-wide garage sales. (ff) Septic Tanks. No septic tank shall be installed, used, or maintained on any Lot. (gg) Antennas and Similar Devices. Only those antennas expressly permitted under the Federal Communications Commission's Over-the-Air Reception Devices (OTARD) Rule implementing Section 706 of the Telecommunications Act of 1996, as amended from time to time, are allowed. All others are expressly prohibited. As of the date of the recording of this instrument, the following are permitted under OTARD: (a) direct broadcast satellite (DBS) antenna one (1) meter or less in diameter or diagonal measurement; (b) antennas designed to receive Multipoint Distribution Services (MDS) that are 39.37 inches (one (1) meter) or less in diameter, (c) antennas designed to receive television broadcast signals of any size; (d) transmission-only antennas if they are necessary for the use of a covered reception antenna and are one (1) meter or less in diameter; and (e) masts used in conjunction with any of these antennas (collectively, the foregoing are referred to as "Covered Antennas"). The foregoing list is subject to change pursuant to changes in OTARD and/or any other applicable laws. Covered 29 Antennas shall be located in accordance with architectural guidelines adopted by the Architectural Review Committee, to the extent such restrictions are not prohibited by the OTARD Rule, and an application for Architectural Review Committee approval must be submitted for any device deviating from the following: (i) Television broadcast Covered Antennas must be installed inside a dwelling unit whenever possible. (ii) No roof antenna shall extend more than ten (10) feet above the highest point on the roof. (iii) Satellite dish antenna if eighteen inches or less, shall be located on the rear of the house either just below the roof ridge or the fascia board below the roof eaves, or if larger than eighteen inches, be located behind the rear foundation of the house. (iv) Any cable associated with a satellite dish or other antenna shall be buried or shall not be visible on the structure to which it is attached or extended. If the satellite dish is mounted on a pole affixed to the ground, the pole and the cable associated with such satellite dish should be screened such that the pole and cable are not visible from the street(s) adjoining the Lot. (hh) Holiday/Seasonal Decorations. "Holiday/Seasonal Decorations" as used herein means those temporary decorations and lighting associated with a particular national, state, local, or religious holiday. Holiday/Seasonal Decorations may be displayed without approval as follows: (i) For those holidays which occur in the month of December (including, but not limited to, Christmas, Hanukah, and Kwanza) from December 1st until the following January 10th. (ii) For all other holidays, for up to seven (7) days before and seven (7) days after such holiday, except as otherwise allowed for in the Rules adopted by the Association's Board of Directors. Owners desiring to display Holiday/Seasonal Decorations for longer periods should apply to the Board of Directors for permission. Owners are urged to take care and exhibit consideration for their neighbors when displaying Holiday/Seasonal Decorations so as not to cause an unreasonable source of annoyance to occupants of neighboring properties. (ii) Flags. Flags may be displayed on Lots in strict accordance with the following and with any additional Architectural Guidelines of the Association: (i) One Flag of the United States which is bracket-mounted to the front side of the residence which flag must be flown and maintained in accordance with the standards specified in the United States Flag Code; and 30 (ii) Up to one other decorative flag not to exceed 6 ft by 4 ft which may be displayed on a temporary basis for a special occasion and shall be taken down on the same day. Example: Flag in support of a particular sports team on the day of a game. Such additional flag, if any, shall be bracket mounted to the residence. (iii) Freestanding flags and/or freestanding flag poles of any kind are not permitted on any Lot. Section 7.2. Maintenance of Properties. (a) Owner Obligation. To the extent that exterior maintenance is not provided for in this Declaration or in a Supplemental Declaration or by a separate association or condominium unit owners association, each Owner shall keep all Lots and Parcels owned by him, and all Improvements therein or thereon, in good order and repair, free of debris, all in a manner and with such frequency as is acceptable to the Association and consistent with a first- quality development, any Rules adopted by the Association's Board of Directors, and the Architectural Guidelines adopted by the Association's Board of Directors. (b) Reconstruction and Repair. If a building or other major Improvement located upon a Lot or Parcel is damaged or destroyed, the Owner thereof shall restore the site either (i) by repairing or reconstructing such building or other major Improvement, or (ii) by clearing away the debris and restoring the site to an acceptable condition compatible with the remainder of the Properties. Unless the Architectural Review Committee permits a longer time period, such work must be commenced within sixty (60) days after the date of the casualty and substantially completed within twelve (12) months after the date of the casualty. (c) Failure to Maintain. In the event an Owner shall fail to maintain his Lot or Parcel and the Improvements situated thereon as provided herein, the Association, after notice to the Owner and approval of the Board of Directors shall have the right, but not the obligation, to enter upon such Lot or Parcel to correct such failure. All costs related to such correction shall become a special assessment upon such Lot or Parcel and as such shall be regarded as any other assessment with respect to lien rights of the Association and remedies provided herein for non- payment. Section 7.3. Administrative Fee Upon Transfer of Title. Upon the acquisition of record title to a Lot from either (i) a Parcel Developer or (ii) an Owner other than Developer or a Parcel Developer, an administrative fee in an amount set from time to time by the Board of Directors, which amount shall initially be $50.00, shall be paid to the Association by or on behalf of the Person who acquires title to the Lot. Such administrative fee shall be deposited in the purchase and sales escrow at settlement and shall be disbursed therefrom to the Association (or if there is not settlement, such Person shall pay such amount directly to the Association upon such Person obtaining title). Section 7.4. Fair Housing Restrictions. The use and occupancy of all Lots and Parcels are subject to the federal Fair Housing Act, the Virginia Fair Housing Law, and any regulations adopted pursuant to the foregoing and respective amendments thereto. In addition, the use and 31 occupancy of all Lots and Parcels are subject to the Proffers and all applicable provisions of the Zoning Ordinance. Section 7.5. Security. Neither the Association nor Developer shall be held liable for any loss or damage by reason of failure to provide security or ineffectiveness of security measures undertaken. All Owners, tenants, guests, and invitees of any Owner, as applicable, acknowledge that the Association and Developer, and committees established by any of the foregoing entities, are not insurers and that each Owner, tenant, guest, and invitee assumes all risk or loss or damage to persons, to structures or other improvements situated on Lots and Parcels, and to the contents of any Improvements situated on Lots and Parcels and further acknowledge that Developer has made no representations or warranties, nor has any Owner, tenant, guest, or invitee relied upon any representations or warranties, expressed or implied, including any warranty or merchantability or fitness for any particular purpose relative to any security measures recommended or undertaken. ARTICLE VIII EASEMENTS AND OTHER RESTRICTIONS Section 8.1. Utility Easements. Developer reserves perpetual easements, rights and privileges to install, maintain, repair, replace and remove poles, wires, cables, conduits, pipes, mains, pumping stations, siltation basins, tanks and other facilities, systems and equipment for the conveyance and use of electricity, telephone service, sanitary and storm sewer, water, gas, cable television, interne, drainage and other public conveniences or utilities, upon, in or over those portions of the Properties (including Lots, Parcels, Common Areas and Limited Common Areas) as Developer, its successors or assigns may consider to be reasonably necessary (the "Utility Easements"). The Utility Easements shall include the right to cut trees, bushes or shrubbery and such other rights as Developer or the applicable governmental authority or utility company providing the utilities may require. The utility lines installed pursuant to the Utility Easements may be installed above or below ground, except as otherwise provided in any Supplemental Declaration. Developer shall have the right to convey Utility Easements to other Owners, to Parcel Developers, to governmental authorities or utility companies, to the Association and to any other party or parties. Section 8.2. Erosion Control. Developer reserves a perpetual easement, right and privilege to enter upon any Lot, Parcel, Common Area or Limited Common Area, and the Association is granted a perpetual easement, right and privilege to enter upon any Lot or Parcel, either before or after a building has been constructed thereon or during such construction, for the purpose of taking such erosion control measures as Developer or the Association deems necessary to prevent or correct soil erosion or siltation thereon; provided, however, that Developer or the Association shall not exercise such right unless it has given the Owner of the Lot or Parcel or the Association (as to the Common Area or Limited Common Area) at least ten days' prior notice thereof and the Owner or the Association, as the case may be, has failed to take appropriate action to correct or prevent the erosion or siltation problem. The cost incurred by the Association or by Developer in undertaking such erosion control measures on any Lot or Parcel shall become a special assessment on such Lot or Parcel and shall constitute a lien against 32 such Lot or Parcel and shall be collectible in the manner provided herein for the payment of assessments. This Section shall not apply to Lots or Parcels owned by Developer. Section 8.3. Maintenance of Lots and Parcels. The Developer reserves the perpetual easement, right and privilege, and the Association is granted the perpetual easement, right and privilege, to enter on any Lot or Parcel, after at least five days' notice to the Owner thereof, for the purpose of inspecting such Lot for compliance with the Governing Documents, Rules, Architectural Guidelines, Proffers and Zoning Ordinances and for mowing, removing, clearing, cutting or pruning underbrush, weeds or other unsightly growth, dispensing pesticides, herbicides and fertilizer and grass seed, removing trash and taking such other action as Developer or the Association may consider necessary to correct any condition which detracts from the overall beauty of the Properties or which may constitute a hazard or nuisance. The cost incurred by the Association in taking such action (including any overhead costs associated therewith) shall constitute a special assessment on the Lot or Parcel and shall be collectible in the manner provided herein for the payment of assessments. This Section shall not apply to Lots or Parcels owned by Developer. Section 8.4. Construction Easements and Rights. Notwithstanding any provision of this Declaration or of any Supplemental Declaration, so long as Developer is engaged in developing or improving any portion of the Properties or the Additional Area, Developer shall have an easement of ingress, egress and use over any lands not conveyed to an Owner for (i) movement and storage of building materials and equipment, (ii) erection and maintenance of directional and promotional signs and (iii) conduct of sales activities, including maintenance of model residences. Section 8.5. Right of Entry for Governmental Personnel. A right of entry on any Common Area is hereby granted to personnel of Albemarle County, in the lawful performance of their official duties, including but not limited to: law enforcement officers and fire and rescue personnel as needed to lawfully carry out their duties, including but not limited to enforcement of cleared emergency vehicle access; public utility and public works vehicles in the performance of their installation, maintenance and repair duties; and inspections personnel for the purpose of reviewing the Association's maintenance of the Common Area and Limited Common Area in accordance with applicable laws, the Proffers and the Zoning Ordinance. Section 8.6. Easement for Landscaping, Signs and Related Purposes. There shall be and is hereby reserved to Developer for so long as it retains its rights as Developer and to the Association, a perpetual non-exclusive easement, right and privilege of entry, over all Lots, Parcels, Common Area and Limited Common Area for the purpose of erecting and maintaining street intersection signs, directional signs, temporary promotional signs, trees and other plantings, street lights, walking trails and/or sidewalks, entrance features and/or "theme areas," lighting, stone, wood, or masonry wall features and/or related landscaping. Section 8.7. Easement for Use of Water Bodies and Irrigation. There is hereby reserved by Developer a perpetual easement and right to use all ponds, creeks or water bodies lying within the Common Area or Limited Common Area for the purposes of irrigation of other parcels now, or in the future, owned by Developer or third parties. 33 Developer further retains: (i) the right to lay, install, construct and maintain an irrigation system, including underground irrigation lines, over all Common Areas and Limited Common Areas or landscaping easement areas granted to the Association for the purpose of providing irrigation to other parcels which may or may not be a part of the Properties, and (ii) the right to enter onto the Common Area and Limited Common Area and to maintain the water bodies as may be necessary to insure that all such water bodies continue to provide a sufficient source of water to satisfy the irrigation needs described in this section. Nothing described in this section shall impose any obligation on Developer to maintain the water bodies, such obligation being the obligation of the Association. Section 8.8. Easement for Encroachment. Each Lot, each Parcel and the Common Areas and Limited Common Areas are hereby declared to have an easement of up to one (1) foot in width over all adjoining Lots, all adjoining Parcels and the Common Areas and the Limited Common Areas for the purpose of accommodating any encroachment due to engineering errors, errors in original construction, settlement or shifting of a building, or any other similar cause, and any encroachment due to building overhang or projection. There shall be valid easements for the maintenance of said encroachments so long as they shall exist, and the rights and obligations of Owners shall not be altered in any way by said encroachment, settling or shifting; provided, however, that in no event shall a valid easement for encroachment be created in favor of an Owner or Owners if said encroachment occurred due to the willful act or acts with full knowledge of said Owner or Owners. In the event a structure on any Lot or Parcel is partially or totally destroyed, and then repaired or rebuilt, the Owners of each Lot or Parcel agree that minor unintentional encroachments over adjoining Lots shall be permitted, and that there shall be valid easements for the maintenance of said encroachments so long as they shall exist. Section 8.9. Easements to Serve Additional Area. Developer hereby reserves for itself and its duly authorized agents, representatives, employees, successors, assigns, licensees, and mortgagees, an easement over the Common Area and Limited Common Area for the purposes of enjoyment, use, access, and development of the property described in Exhibit `B", including, but not limited to, any commercial property, adjoining or in close proximity to the Properties, whether or not such property is made subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Common Area and the Limited Common Area for construction of roads and for connecting and installing utilities on such property. Developer agrees that it and its successors and assigns shall be responsible for any damage caused to the Common Area and the Limited Common Area as a result of vehicular traffic connected with development of such property. Developer further agrees that if the easement is exercised for permanent access to such property and such property or any portion thereof is not made subject to this Declaration, Developer, its successors and assigns shall enter into a reasonable easement agreement with the Association to share the cost of maintenance of any access roadway serving such property. Section 8.10. Easement Over Block 1.As shown on the Plat, the Developer grants to all Owners a non-exclusive temporary access easement over Block 1 for vehicular and pedestrian right of way. At such time as Block 1 is developed, this easement may be amended or terminated. 34 Section 8.11. Public Easements Over Sidewalks Necessary to Access Greenway Trails. As part of the park dedication to the County, the Developer shall grant a non-exclusive public easement of right-of-way for pedestrian access over the sidewalks that connect the greenway trails located on Block 6 to State Route 20 (Stony Point Road). ARTICLE IX GENERAL PROVISIONS Section 9.1. Duration. The covenants and restrictions of this Declaration shall run with and bind the Properties for a term of twenty-five (25) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of twenty- five (25) years, subject to termination as provided in Section 9.2 below. Notwithstanding the foregoing, the provisions of Section 4.2 and 4.3, Article VIII, and Section 9.9 shall be perpetual. Section 9.2. Amendments. Except as otherwise set forth in this Declaration and subject to Section 10.5 of the Bylaws, this Declaration may be amended either (i)by Developer without the consent of any other Owners in order to correct typographical errors, inconsistent references, scrivener's errors, grammatical mistakes, and incorrect or ambiguous punctuation, during the Period of Developer Control, or (ii)by a vote of two-thirds of the Class A votes (including Developer as to Class A votes held by Developer), plus the written consent of Developer for so long as Developer and/or any Parcel Developer(s) own any Lots or Parcels within the Properties and/or the Additional Area. In addition, in accordance with the Zoning Ordinance and the Proffers, all covenants and conditions required by the Zoning Ordinance and the Proffers shall remain in full force and effect unless the Board Supervisors of Albemarle County shall consent to an amendment of the Declaration, or the County Attorney shall verify that the requested amendment comports with the requirements of the Zoning Ordinance and the Proffers; however, the granting of Utility Easements in the normal course of the Association's business shall not trigger the need for the consent or approval as set forth in the Zoning Ordinance and the Proffers. Further, Developer shall have the right without the consent of any other Owners to amend this Declaration in any respect as may be necessary or appropriate in order for this Declaration or the Properties to comply with applicable laws now or hereafter enacted or to satisfy the requirements of any Federal Mortgage Agency, including, without limitation, the Veterans Administration, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or the U.S. Department of Housing and Urban Development, as the same may be amended from time to time, with respect to their purchase or guaranty of mortgage loans secured by Lots. Section 9.3. Enforcement. Developer, the Association or any Owner shall have the right to enforce, by any proceeding at law or in equity, all restrictions, easements, conditions, convents, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration or any Supplemental Declaration. Without limiting the generality of the foregoing, if any Owner fails to comply with any of the provisions of this Declaration or any Supplemental Declaration and such failure continues for at least five (5) days after notice thereof is given to the Owner, then either Developer or the Association may, but without any obligation to do so, take such action as either of them considers necessary or appropriate (including, without limitation, 35 entering the Owner's Lot or Parcel) to correct the noncompliance; provided, however, that judicial proceedings are instituted before any Improvements are subsequently altered or demolished. The cost incurred in taking such action (whether or not suit is instituted) shall constitute a special assessment upon the Owner's Lot(s) and/or Parcel(s) and shall be collectible in the manner provided herein for the payment of assessments. Failure by Developer, the Association or any Owner to enforce any provision of this Declaration or any Supplemental Declaration shall in no event be deemed a waiver of the right to do so thereafter. In addition to the foregoing, Albemarle County has certain enforcement rights as set forth in Section 9.9 below. Section 9.4. Limitations. As long as Developer has an interest in developing the Properties, any property adjacent to the Properties, and/or the Additional Area, the Association may not use its financial resources to defray any costs of opposing the development activities so long as they remain consistent with the general intent of this Declaration. Nothing in this Section shall be construed to limit the rights of Members to act as individuals or in affiliation with other Members or groups. Section 9.5. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Section 9.6. Conflict. In the event of conflict among the Governing Documents, this Declaration shall control, then applicable Supplemental Declarations, then the Articles, then the Bylaws except that in all cases where the Governing Documents may be found to be in conflict with statute, the statute shall control. Section 9.7. Interpretation. Unless the context otherwise requires, the use of the singular shall include the plural and vice versa; the use of one gender shall include all genders; and the use of the term "including" shall mean "including, without limitation." The headings used herein are for indexing purposes only and shall not be used as a means of interpreting or construing the substantive provisions hereof. Section 9.8. Use of the Words "Riverside Village" or "Riverside Village Community Association, Inc." No Person shall use the words "Riverside Village" or "Riverside Village Community Association" or any derivative thereof in any printed or electronic or promotional material without the prior written consent of Developer. Section 9.9. Rights of Albemarle County, Virginia. A number of the provisions within this Declaration were included herein to comply with the conditions of subdivision or zoning applicable to the Properties. No amendment shall modify or delete any such provision of this Declaration, nor shall any amendment impair the right or authority of Albemarle County, Virginia, to require compliance with the subdivision approval conditions and Proffers without the prior written approval of Albemarle County. Section 9.10. Approvals and Consents. All approvals and consents required or permitted by this Declaration (other than approvals or consents given by Members in a vote conducted in accordance with the Bylaws) shall be in writing, shall be signed by the party from 36 whom the consent or approval is sought and, unless otherwise provided herein, may be withheld by such party in its sole discretion. Section 9.11. Assignment of Developer's Rights. Any and all rights, powers, easements and reservations of Developer set forth herein may be assigned in whole or in part, at any time or from time to time, to the Association, to another Owner, to a Parcel Developer or to any other party in Developer's sole discretion. Each such assignment shall be evidenced by an instrument which shall be signed by Developer and its assignee and recorded in the Clerk's Office. Section 9.12. Successors and Assigns. The provisions hereof shall be binding upon and shall inure to the benefit of Developer, the Association and (subject to Article II hereof) the Owners and their respective heirs, legal representatives, successors and assigns. Section 9.13. Compliance with Property Owners' Association Act. The Association shall be subject to and comply with the Virginia Property Owners' Association Act as set out in §55-508 et seq., in the Code of Virginia, as amended. ARTICLE X DISSOLUTION OF THE ASSOCIATION The Association may be dissolved at a duly held meeting at which a quorum is present upon the affirmative vote of more than two-thirds (2/3) of the votes, in person or by proxy, of the Class A Members and the written consent of Developer for so long as Developer and/or any Parcel Developer(s) own any Lots or Parcels within any of the Properties and/or the Additional Area. Prior to dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be offered for dedication to the locality in which they are situated. In the event that such dedication is refused acceptance upon dissolution, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to similar purposes. ARTICLE XI NOTICES All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall either be delivered in person or sent by overnight express courier or by U.S. first class mail, postage prepaid. Notices to Developer shall be sent to Riverside Village Properties, Inc., 200 Garrett Street, Suite 0, Charlottesville, VA 22902, with a copy to LeClairRyan, 123 East Main Street, 8th Floor, Charlottesville, VA 22902 Attn: Steven W. Blaine or Lori H. Schweller; or to such other address as Developer shall specify by executing and recording an amendment to this Declaration, which amendment shall not require the approval of any other parties as provided in Section 9.2. Notices to the Association or to Owners (other than Developer) may be sent to the address which the Bylaws provide shall be used for them. All such notices, demands, requests and other communications shall be deemed to have been given when sent to the appropriate address specified above. Rejection or other refusal to accept shall not invalidate the effectiveness of any notice, demand, request or other communication. Notwithstanding the foregoing, any notice of the filing of a memorandum of assessment lien shall be sent in the manner required by §55-516C of the Virginia Code. 37 WITNESS the following signatures and seals as of the date first above written. RIVERSIDE VILLAGE PROPERTIES, INC., a Virginia corpora'• • Print ,ame: „' pr,7 Title: y`,„ COMMONWEALTH OF VIRGINIA CITY/COUNTY OF Choito-ttesv ilie , to wit: I, Christi tvq N . NCt pi e r , a Notary Public in and for the jurisdiction aforesaid, whose commission expires on the 33” day of Su NG •, 20 l8, do hereby certify that C.h r i 5 H N ry who is either Lrsonal ly known to me or 0 who produced as identification, as of Riverside Village Properties, Inc., a Virginia corporation, has acknowledged the same before me in my jurisdiction aforesaid. GIVEN under my hand this 41" day of 3u NC , 2015. Notary Public My commission expires: SU NC. 30,201$ Registration No.: 33 55 i A CHRISTINA NICOLE NAPIER 1 NOTARY PUBLIC REG./7320610 C0M1IOI MEMJII OF NROINA IlfrGONMINNON#IIN.EiARE 30,201E 38 Noro EXHIBIT A Property Description All that certain property shown and identified as Lots 1 through 17, inclusive, Lot 18/19, Lot 20/21, Lot 22/23, Lot 24/25, Lot 26/27, Lot 28/29, Lots 30 through 45, inclusive, along with the roads and all open spaces shown on that certain plat (the "Plat"), attached hereto and recorded herewith, entitled, "SUBDIVISION PLAT, LOTS 1-8, BLOCK 3A, LOTS 9-11, BLOCK 3B, LOTS 12-17, BLOCK 4, LOTS 18/19, 20/21, 22/23, 24/25, 26/27 & 28/29, BLOCK 2C, LOTS 30-36, BLOCK 2B, LOTS 37-45, BLOCK 2A, RIVERSIDE VILLAGE, ALSO BLOCK 6, HEREBY DEDICATED TO PUBLIC USE, LOCATED ON STATE ROUTE 20 (STONY POINT ROAD) AND STATE ROUTE 1421 (FREE BRIDGE LAND) ABOUT 0.2 MILE NORTH OF U.S. ROUTE 250 (RICHMOND ROAD), RIVANNA MAGISTERIAL DISTRICT, ALBEMARLE COUNTY, VIRGINIA," dated July 28, 2014, last revised May 29, 2015, prepared by Roger W. Ray & Assoc., Inc.; being a portion of that certain tract or parcel of land, with improvements thereon and appurtenances thereto, situated in Albemarle County, Virginia, on the west side of State Route 20, containing 22.10 acres, more or less, shown on a plat by William S. Roudabush, Jr., dated June, 1965, and recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 412, page 345; LESS AND EXCEPT that certain tract or parcel of land, containing 3.44 acres, more or less, shown on a plat by William S. Roudabush, Jr., dated August 4, 1975, and recorded in the aforesaid Clerk's Office in Deed Book 582, page 427; and LESS AND EXCEPT that certain lot containing 0.25 acre shown and designated as Parcel X on a dedication plat prepared by Roger W. Ray & Assoc. attached to a deed of gift and donation and release to the Commonwealth of Virginia, acting by and through the Virginia Department of Transportation, dated January 13, 2015, recorded in said Clerk's Office in Deed Book 4585, page 468. 39 EXHIBIT B Description of Additional Area All that certain property shown and identified as Block 1 and Block 5 on that certain plat (the "Plat"), attached hereto and recorded herewith, entitled, "SUBDIVISION PLAT, LOTS 1-8, BLOCK 3A, LOTS 9-11, BLOCK 3B, LOTS 12-17, BLOCK 4, LOTS 18/19, 20/21, 22/23, 24/25, 26/27 & 28/29, BLOCK 2C, LOTS 30-36, BLOCK 2B, LOTS 37-45, BLOCK 2A, RIVERSIDE VILLAGE, ALSO BLOCK 6, HEREBY DEDICATED TO PUBLIC USE, LOCATED ON STATE ROUTE 20 (STONY POINT ROAD) AND STATE ROUTE 1421 (FREE BRIDGE LAND) ABOUT 0.2 MILE NORTH OF U.S. ROUTE 250 (RICHMOND ROAD), RIVANNA MAGISTERIAL DISTRICT, ALBEMARLE COUNTY, VIRGINIA," dated July 28, 2014, last revised May 29, 2015, prepared by Roger W. Ray & Assoc., Inc.; being a portion of that certain tract or parcel of land, with improvements thereon and appurtenances thereto, situated in Albemarle County, Virginia, on the west side of State Route 20, containing 22.10 acres, more or less, shown on a plat by William S. Roudabush, Jr., dated June, 1965, and recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 412, page 345; LESS AND EXCEPT that certain tract or parcel of land, containing 3.44 acres, more or less, shown on a plat by William S. Roudabush, Jr., dated August 4, 1975, and recorded in the aforesaid Clerk's Office in Deed Book 582, page 427; and LESS AND EXCEPT that certain lot containing 0.25 acre shown and designated as Parcel X on a dedication plat prepared by Roger W. Ray & Assoc. attached to a deed of gift and donation and release to the Commonwealth of Virginia, acting by and through the Virginia Department of Transportation, dated January 13, 2015, recorded in said Clerk's Office in Deed Book 4585, page 468. Additional Area shall also include any property abutting or adjacent to or within the vicinity of the subject property that may be acquired by the Developer. 40 VIRGINIA LAND RECORD COVER SHEET "_ FORM A-COVER SHEET CONTENT Instrument Date: 6/4/2015 Instrument Type: DOD Number of Parcels: 1 Number of Pages: 9 [ ]City[XI County ALBEMARLE TAX EXEMPT? VIRGINIA/FEDERAL LAW [ ]Grantor: [ ]Grantee: Consideration: $0.00 Existing Debt: $0.00 Actual Value/Assumed: $0.00 Prior Recording At:[ ]City[ ]County Percentage In This Jurisdiction: 100.00000% (Area Above Reserved For Deed Stamp Only) BUSINESS/NAME 1 M Grantor: RIVERSIDE VILLAGE PROPERTIES, INC. [ ]Grantor: 1 pQ Grantee: COUNTY OF ALBEMARLE,VIRGINIA 2 pi Grantee: COMMONWEALTH OF VIRGINIA GRANTEE ADDRESS Name: COUNTY OF ALBEMARLE,VIRGINIA Address: City: State: VA Zip Code: Book Number: Page Number: Instrument Number: Parcel Identification Number(PIN): 78-58 Tax Map Number: Short Property Description: Current Property Address 200 GARRETT STREET SUITE S City: CHARLOTTESVILLE State: VA Zip Code: 22902 Instrument Prepared By: LECLAIRRYAN Recording Paid By: LECLAIRRYAN Recording Returned To: LECLAIRRYAN Address: 123 EAST MAIN STREET EIGHTH FLOOR City: CHARLOTTESVILLE State: VA Zip Code: 22902 I 1 II,r)1$4:11 , ,:91S . 10. . 'i'ill;', 0 ilr r4 ' 1:11 ' fin; ' i . S., II 1 4 i 4'I 'I I . 1, L FORM CC-1570 Rev: 10/14 Page 1 of 2 Cover Sheet A §§17.1-223,17.1-227.1,17.1-249 Copyright©2014 Office of the Executive Secretary,Supreme Court of Virginia.All rights reserved. wore VIRGINIA LAND RECORD COVER SHEET FORM B-ADDITIONAL GRANTORS/GRANTEES Instrument Date: 6/4/2015 Instrument Type: DOD Number of Parcels: 1 Number of Pages: 9 [ ]City pQ County ALBEMARLE GRANTOR BUSINESS/NAME (Area Above Reserved For Deed Stamp Only) [ ]Grantor: [ ]Grantor: [ ]Grantor: [ ]Grantor: [ ]Grantor: [ ]Grantor: [ ]Grantor: [ ]Grantor: GRANTEE BUSINESS/NAME 3 pQ Grantee: VIRGINIA DEPARTMENT OF TRANSPORATION [ ]Grantee: [ ]Grantee: [ ]Grantee: [ ]Grantee: [ ]Grantee: [ ]Grantee: [ ]Grantee: :II NI tin ituri I 4111 ' r 111 FORM CC-1570 Rev:10/14 Page 2 of 2 Cover Sheet B §§17.1-223,17.1-227.1,17.1-249 Copyright©2014 Office of the Executive Secretary,Supreme Court of Virginia.All rights reserved.