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HomeMy WebLinkAboutSUB201500096 Easements 2015-07-24This document was prepared by! Williams Mullen 321 East Main Street Suite 400 Charlottesville, VA 22902 Tax Map Parcel Numbers 076RO -01 -00 -03500 and 07600 -00 -00 -04980 .DEED OF EASEMENT THIS DEED OF EASEMENT is made this 4 day of, _ , 2015 by and between REDFIELDS COMMUNITY ASSOCIATION, INC., a Virgini non -stock corporation ( "Grantor "), to be indexed as grantor, the COUNTY OF ALBEMARLE, VIRGINIA, .a political subdivision of the Commonwealth of Virginia (the "County "), to be indexed as grantee, and WINTERGREEN FARM, LLC, a Virginia limited liability company ( "Grantee "), whose address is 455 Second Street SE, 4th Floor, Charlottesville, VA 22902, to be indexed as grantee. WITNESSETH, WHEREAS, Grantor is the owner in fee simple of the real property located in Albemarle County, Virginia containing approximately 0.991 acre, more or less, and being a portion of the same land acquired by Grantor by a deed from Redfields Development Corporation dated September 7, 1995, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia (the "Clerk's Office "), in Deed Book 1490, page 555, and identified on the current tax maps of Albemarle County, Virginia as tax map parcel 076RO- 01- 00 -000BO (the "Grantor's Property "); WHEREAS, Grantee is the owner in fee simple of the real property located adjacent to the Grantor's Property in Albemarle County containing approximately 66.49 acres, more or less, and being a portion of the same land acquired by Grantee by a deed from Wintergreen Farm Land Trust dated December 22, 2014, recorded in the Clerk's Office in Deed Book 4568, page 559, and. identified on the current tax maps of Albemarle County, Virginia as tax map parcel 07600-00-00 - 049BO (the "Grantee's Property "); WHEREAS, Grantor desires to grant and convey to Grantee, its successors and assigns, and the residents of any future residential development located on Grantee's Property (the "Future Residents "), an, easement for access by pedestrians and bicyclists over a trail that Grantee or its successors will construct through a portion of the Grantor's Property (the "'frail "), subject to the terms and conditions contained herein. WHEREAS, Grantor further desires to grant and convey to the County, and the County is willing to accept, an easement for access by emergency vehicles over a pathway that Grantee or its successors will construct through certain portions of the Grantor's Property (the "Emergency Access "), subject to the teens and conditions contained herein. NOW THEREFORE, Grantor hereby grants and conveys to Grantee and the County, with GENERAL WARRANTY AND ENGLISH COVENANTS OF TITLE, a non - exclusive easement for ingress and egress by pedestrians and bicyclists and emergency vehicles only, over and through the areas of the Grantor's Property (the "Trail /Access Easement ") shown as "New 17' Access Easement" (the "Trail /Access Easement Area ") on the plat entitled "Proposed Access Easement Through the Lands of The Redfields Community Assoc., Inc., Phase 1 -A of Redfields Subdivision, Samuel Miller Magisterial District, Albemarle County, Virginia," prepared by Roudabush, Gale.& Associates, dated April 7, 2015, a copy of which is attached hereto as'Exhih t A. and incorporated herein (the "Trail /Access Easement Plat"), ' FURTHER, Grantor hereby grants and conveys to Grantee, its successors and assigns; a temporary construction easement on either side of the Trail /Access Easement, each shown as "New 5' Temporary Construction Easement" on the Trail /Access Easement Plat. (collectively, the "Temporary Construction Easement "). - The Temporary Construction Easement shall terminate automatically upon the completion of the construction of the improvements in the Trail /Access Easement Area. The terms and conditions of the Trail /Access Easement are as follows: 1. The rights of Grantee; its successors and assigns, including the Future Residents, to exercise their respective rights of ingress and egress over the..Trail /Access Easement Area shall not commence until after the Trail has been constructed by Grantee and approved for use by the County pursuant to the standards shown on the Wintergreen Farm Final .Site Plan prepared by Collins Engineering, 'or to such other standards permitted by the County and agreed to by Grantee or its successors. Further, no such rights of any successors or assignees, or of any Future Residents, shall commence or continue until a corporation formed and in good standing under the Virginia Property Owner's Association Act, of which all Future Residents are members, shall assume liability for Grantee's duties and liabilities hereunder in a written instrument substantially similar to the form attached hereto as EJ l� bit B. to be recorded in the land records of the County. 2. The Trail /Access Easement shall serve the dual purpose of a pedestrian and bicycle trail, as well as emergency access for County vehicles from Redfields Road onto the Grantee's Property. Grantee shall construct and maintain the Trail and Emergency Access to include asphalt paving and removable bollards to block vehicular access, except by emergency vehicles. Grantee shall maintain reserves for the repair of the Trail as called for by Grantee's reserve study, and shall effect those 1' repairs deemed by the County or Grantor's or Grantee's engineers as reasonably necessary to preserve and use the Trail /Access Easement as it was designed and constructed. Grantee shall have, full and free use of the Trail /Access Easement for the purposes named, and shall have all rights and privileges reasonably necessary to the exercise thereof . and the right to use adjoining land where necessary .; provided, however, that this right to use adjoining land shall be exercised only during periods of actual construction or repair, and then only to the minimum extent necessary for such construction or repair, and further, this right shall not be construed to allow Grantee to erect any building or structure of a permanent nature on such adjoining land. 3. Grantee shall have the use of the Trail /Access Easement free from any obstructions and may require Grantor, at Grantor's sole expense, to trim, cut, and remove trees, shrubbery, fences, structures, or other obstructions or facilities in or near the.Trail /Access Easement hereby conveyed deemed by Grantee to interfere with the proper and efficient construction, use, or repair of the Trail /Access Easement. 4. Grantee shall have the right, in its sole discretion, to provide paving, install removable bollards, and subject to Grantor's approval, to plant trees, shrubbery and other landscaping, within the Trail /Access Easement. The bollards. shall remain the property of Grantee, its successors and assigns. 5. Grantor shall provide routine maintenance for the Trail as it is designed and constructed, at its sole cost and expense. Grantor, residents. of Redfields subdivision, and all .members of the Redfields Community Association, and guests of such residents and members ( "Redfields Parties ") will have the same rights and privileges of ingress and egress over the Trail /Access Easement Area as Grantee, its successors and assigns,. and the Future Residents, and Grantee shall grant to Grantor an easement for the benefit of the Redfields Parties permitting them access to such adjoining trails on Grantee's Property, if any, for their enjoyment and convenience and for connecting with other adjacent trail systems, if any. Nothing contained herein shall be construed to obligate Grantee, its successors and assigns, to construct any adjoining trails on Grantee's Property. 6. Grantee shall indemnify and hold Grantor harmless from and against any and all claims arising from Grantee's use of the 'frail /Access Easement Area or from the conduct of Grantee's business, the business of its successors or from any.activity, work or.other thing done, permitted or suffered to be done by the Grantee, and /or its successors in or about the.Trail /Access Easement Area and in common areas of Grantor adjacent to the Trail /Access Easement Area, arising 3 from such actions. The Grantee shall .further indemnify and hold the Grantor harmless from and against all claims, damages or losses arising from any breach or default in the performance of any obligation on Grantee's part to the County arising from or relating to the Trail /Access Easement and the improvements constructed thereon, or arising from any act of negligence by the Grantee, its officers, agents, or employees. The Grantee shall further indemnify and hold the Grantor harmless from any and all costs, attorney's fees, and liabilities incurred in or about the defense of any such claim or any action or proceeding brought thereon. Grantee and its successors or assigns shall maintain a policy of general liability insurance with commercially reasonable coverage limits to insure against all liabilities arising from or pertaining to the Trail /Access Easement Area and its improvements and use, and shall name Grantor or any successor as an additional insured thereunder. The Grantor and /or its agents shall not be liable for any loss or damage to persons or. property, including, but not limited to any real or personal property of Grantee, its successors and assigns, or Future Residents, resulting from any cause whatsoever, unless caused by or due to the negligence of the Grantor, its officers, agents, or employees. Grantor shall indemnify Grantee for claims arising from the use of the Trail /Access Easement Area by Grantor and /or its successors or from any activity, work, or other thing done, permitted or suffered to be done by Grantor and /or its successors in or about the Trail /Access Easement Area. 7, The Trail /Access Easement shall run with the land and be binding upon the parties, their successors, assigns, personal representatives, and heirs: 8. Nothing in this Deed of Easement shall create any right in the public or any thud party to maintain any suit. or action against any party. hereto. This Deed of Easement is made expressly subject to all restrictions, conditions, rights -of -way and easements, if any, contained in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the property conveyed hereby, insofar as the same affect the property conveyed hereby, which have not expired by a time limitation contained therein or.have not otherwise become ineffective. The County, acting by and through its County Executive, duly authorized by the Board of Supervisors of the County of Albemarle, Virginia, accepts the conveyance of this easement pursuant to Virginia Code § 15.2 -1803, as evidenced by the County Executive's signature hereto and the recordation of this Deed. r T T 111\A!JIJI.T Ull lvxlV YY ­r, Vls-- -vv• GRANTOR: REDFIELDS COMMUNITY ASSOCIATION, INC. �s By, _ Name Its: COMMONWEALTH VIRGINIA wi CITY /COUNTY OF 16tr n 0-1 L The foregoing instrument was acknowledged before me this j-4 day of A 2015 by as H y PIf PrtjiLQnt of Redfield ommunityAssociation, Inc., Grantor, G Notary Public My Commission Expires:: Registration Number:—., Rhonda Batten Commonwealth of Virginia Notary Public Commission No. 312908 My Commission Exph 2/28/2018 [SIGNATURES CONTINUE ON THE FOLLOWING PAGES] 6 r GRANTEE: COUNTY OF ALBEMARLE, VIRGINIA w4 l ; d By, County E, ecutiwe COMMONWEALTH OF VIRGINIA CITY /G6k�Y OF , _ ; a The foregoing instrument was acknowledged before me this L day of u ; 201.5 by �� . ; on behalf of the County of Albe4iarle, Virginia, Grantee. Notary ublic My Commission EYpirU%C,2_ °�O Registration Number: q % 4D 'Ln NIOTA d' AUSUG ggd ,�Q -yam pis 4�a� 253 .• � 0 r&t��```� Ap roved as to form: orne [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] EXHIBIT B Richmond,. Virginia 23218 -1320 Tax Parcel Nos,076R0 -01 -00 -03500 and 07600- 00- 00 -049B0 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made as of 20_, by and between WINTERGREEN FARM, LLC, a Virginia limited liability company ("Assignor"), to be indexed as Grantor, and OWNER'S ASSOCIATION, INC., a Virginia non-stock corporation ( "Assignee "), each to be indexed- as Grantee. WITNESSETH: A. WHEREAS; pursuant to a`Deed of Easement, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia (the "Clerk's Office "), in Deed Book , page (the "Easement "), Assignor agreed to construct certain improvements, including a pedestrian and bicycle trail, as well as emergency vehicular access, across certain property owned by the Redfields Community. Association, Inc. ( "Redfields "), for the benefit of Assignor and Y Redfields, as more particularly described in the Easement. B. WHEREAS, Section 1 of the Easement provides that upon formation of Assignee, Assignor may assign the duties and liabilities of Assignor set forth in the Easement (the "Easement Obligations"). . C. WHEREAS, Assignor desires to assign to Assignee the Easement Obligations and Assignee has agreed to assume the Easement Obligations. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, and other valuable considerations; the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 1. Assignment!. Assignor does hereby assign to Assignee the Easement Obligations, 2. As amptioG�. Assignee does hereby assume from Assignor all of Assignor's responsibilities relating to the Easement Obligations. 3. InderriialLrcatior , Assignor agrees to indemnify and hold. Assignee harmless from and against any claims, demands, liabilities and expenses (including, without limitation, court costs and attorneys' fees) incurred by Assignee arising out of any default relative to the Easement Obligations which default is in existence as of the date of this Agreement. Assignee agrees to 10 indemnify and hold Assignor harmless from and against any claims, demands, liabilities and expenses (including, without limitation, court costs and attorneys' fees) incurred by Assignor arising out of any default relative to the Easement Obligations which default is not in existence as of the date of this Agreement. 4. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 5. i3 i riding h;fCecfi This Agreement shall be binding upon and inure to the benefit of the successors, assignees, personal - representatives, heirs and legatees of all the respective parties hereto 6,, ove' iin :Ig �aw. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the Commonwealth of Virginia. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the Commonwealth of Virginia. Any dispute arising under this . Agreement or the documents referred to herein will be adjudicated exclusively.in the courts of Virginia with venue in Albemarle County. 7. l lcadM The headings of the sections, subsections, paragraphs and _. subparagraphs hereof are provided herein for and only for the convenience of reference, and shall not be considered in construing their contents. [SIGNATURES BEGIN ON FOLLOWING PAGE] ASSIGNEE: