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Home My WebLink AboutSDP201500044 Agreements 2016-04-15Prepared by and return to: Valerie W. Long VSB #42968 Williams Mullen 321 E. Main Street, Suite 400 Charlottesville, VA 22902 Tax Map Nos. 061ZO-03-00-00400 061ZO-03-00-00500 061ZO-03-00-005A0 061ZO-03-00-005C0 061 ZO-03-00-005D0 061ZO-04-00-OO1C0 SHARED PARKING AGREEMENT THIS SHARED PARKING AGREEMENT (this "Agreement"), is made as of this day of , 2016, by and between WHSB, LLC, a Virginia limited liability company ("WHSB"), and WIAL, LLC, a Virginia limited liability company ("WIAL") WITNESSETH WHEREAS, WHSB is the owner of (i) all that certain lot or parcel of land identified on the current tax maps of Albemarle County as Tax Map Parcel No. 061Z0-030-00-00400, and designated as Phase 2A, Branchlands Retirement Village, on a plat prepared by Kirk Hughes & Associates, dated December 16, 2007, last revised January 4, 2008, entitled "ALTA/ACSM Land Title Survey of Phase 2A; Phase 2E; Revised Phase 2D; and Phase 1, Section F, Branchlands Retirement Village, and Manor House Parcel, Branchlands, Rio Magisterial District, Albemarle County, Virginia", recorded on January 22, 2008 in the Clerk's Office of the Circuit Court for Albemarle County, Virginia, in Deed Book 3540, page 693 (the "Plat"); (ii) all that certain lot or parcel of land identified on the current tax maps of Albemarle County as Tax Map Parcel No. 061ZO-030-00-00500 and designated as the Manor House Parcel on the Plat; (iii) all that certain lot or parcel of land identified on the current tax maps of Albemarle County as Tax Map Parcel No. 061ZO-030-00-005CO and designated as Revised Phase 2D on the Plat; (iv) all that certain lot or parcel of land identified on the current tax maps of Albemarle County as Tax Map Parcel No. 06 1 ZO-040-00-00 I CO and designated as Phase 1, Section F on the Plat; and (v) all that certain lot or parcel of land identified on the current tax maps of Albemarle County as Tax Map Parcel No. 061ZO-030-00-005DO and designated as Phase 2E on the Plat (collectively, the "WHSB Property"); and WHEREAS, WIAL is the owner of that certain lot or parcel of land situated in Albemarle County, Virginia, identified on the current tax maps as Tax Map Parcel No. 061ZO-03-00-005A0, and designated as Phase 2B, Branchlands Retirement Village, on a plat made by Kirk Hughes & Associates, dated December 17, 2007, entitled "ALTA/ACSM Land Title Survey of Phase 2B, Branchlands Retirement Village and an Appurtenant 24' Access Easement, Rio Magisterial District, Albemarle County, Virginia" and recorded in the aforesaid Clerk's Office on January 22, 2008 in Deed Book 3541, page 67 (the "WIAL Property); and WHEREAS, WIAL is constructing a building on the WIAL Property, and WHSB has agreed to permit WIAL to use a certain number of the parking spaces located on the WHSB Property on the terms set forth herein. NOW, THEREFORE, for and in consideration of the premises and the sum of One Dollar ($1.00), cash in hand paid, the receipt and sufficiency of which are hereby acknowledged, WHSB and WIAL hereby agree as follows: WHSB does hereby GRANT and CONVEY unto WIAL, and its tenants, employees, guests, customers, invitees, successors and assigns, a nonexclusive easement for (a) the use of up to forty (40) parking spaces on the WHSB Property (the "Shared Spaces") which are not reserved for tenants of the existing apartments on the WHSB Property, and (b) reasonable ingress and egress for vehicles and pedestrians over portions of the WHSB Property necessary to access the Shared Spaces (the "Shared Travelways"). 2 2. WHSB shall not construct or permit to exist any barricade or other obstruction within the Shared Spaces, the Shared Travelways, or other areas of the WHSB Property which would discourage or prevent ingress to, egress from or use of the Shared Spaces or the Shared Travelways by WIAL, or its tenants, employees, guests, customers, invitees, successors and assigns. 3. WIAL and any tenant of the WIAL Property shall instruct their employees who are authorized to use the Shared Spaces to remove their vehicles from the Shared Spaces and any other portions of the WHSB Property when they are not working at the WIAL Property and not to use or obstruct any other parking spaces on the WHSB Property other than the Shared Spaces. 4. WHSB shall be responsible for operating, maintaining and repairing the Shared Spaces and Shared Travelways in a manner consistent with other driveway areas and parking spaces on its property, including removal of snow and trash, and, with not less than fifteen (15) days prior written notice to WIAL, may temporarily close or limit access to the Shared Spaces or Shared Travelways if necessary to remedy an unsafe condition or perform maintenance or construction, but only for as long as is reasonably required therefor. 5. WIAL shall promptly reimburse WHSB (and in any event within ten (10) business days of written request therefor) for reasonable, proportionate expenses incurred by WHSB from time to time for maintenance, repair and reconstruction of the Shared Spaces and Shared Travelways. 6. WIAL shall indemnify and hold WHSB harmless from and against all liabilities, damages, loss, cost, damage or expense, including, without limitation, court costs and reasonable attorneys' fees, occasioned by or arising in any way from use of the Shared Spaces and Shared Travelways by WIAL, its tenant, successors and assigns, as well as their employees, agents, guests and invitees. WIAL shall maintain appropriate liability and property damage insurance, with coverage in such amounts and of such types, underwritten by such insurers and containing such terms, as WHSB may reasonably request in writing. The foregoing indemnification and agreement to hold harmless shall not include any liability arising from the negligence or intentional misconduct of WHSB, its employees, agents, tenants, contractors, guests, invitees, or assigns. 7. No act shall be performed by either party, or its successors or assigns, which would in any manner adversely affect or jeopardize the free and continuous use and enjoyment of the Shared Spaces and Shared Travelways by either party in a manner that is inconsistent with the terms and conditions of this Agreement. 8. This Agreement shall run with the land and the benefits and burdens imposed by the terms of this Agreement shall be binding on the parties, their successors and assigns. 9. This Agreement is intended to meet all of the requirements for shared parking as set forth in the Albemarle County Code including, but not limited to, the criteria and requirements of Albemarle County Code Sections 4.12.10 and 4.12.8(e). 10. Each party agrees that it will take such further actions and execute or cause to be executed such further and other documents as are needed to carry out the intent and purposes of this Agreement,. 11. Notices. Notices under this Agreement shall be sent by (a) first class mail, postage prepaid, registered or certified mail, return receipt requested, (b) hand delivery, or (c) overnight mail service, addressed as follows: WHSB: 200 Westgate Parkway, Suite 203 Henrico, VA 23233 WIAL: 200 Westgate Parkway, Suite 203 Henrico, VA 23233 2 Notices shall be deemed received upon receipt, or when delivery is refused. Any party to this Agreement may designate a substitute address by notice sent in writing in accordance with the provisions of this Section. 12. The parties agree that the failure by any party to insist upon strict observance of any of the terms or conditions of this Agreement at any time shall not be deemed a waiver of such party's right to insist upon strict observance thereafter. This Agreement may not be modified in any manner except by an instrument in writing executed by the parties hereto. The invalidity or unenforceability of any covenant, agreement term or condition of this Agreement or the application thereof, shall not affect the validity, enforceability or applicability of any other provision in this Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws or provisions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (Signature Pages Immediately Follow) 5 WITNESS the following signatures and seals: WHSB: WHSB, LLC, a Virginia limited liability company By: _ Name: Title: COMMONWEALTH OF VIRGINIA COUNTY OF ALBEMARLE (SEAL) The foregoing Shared Parking Agreement was acknowledged and subscribed before me this day of , 2016, by of WHSB, LLC, on behalf of the company. My commission expires: 2 Notary Public WIAL: WIAL, LLC, a Virginia limited liability company By: (SEAL) Name: Title: COMMONWEALTH OF VIRGINIA COUNTY OF ALBEMARLE The foregoing Shared Parking Agreement was acknowledged and subscribed before me this day of , 2016, by of WIAL, LLC, on behalf of the company. My commission expires: 30927446_l.docx 7 Notary Public