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HomeMy WebLinkAboutSDP200800074 Action Letter Miscellaneous Submittal 2016-05-12Review of Private Improvement Maintenance Instrument (Albemarle County Code § 14-317) TO: I RE: SUB The �sen, required by Albemarle County Code § 14-317 for this subdivision: is approved. is not approved because it fails to satisfy one or more of the following requirements (number references are to Albemarle County Code § 14-317(A)): 1. Identify the plat to which the instrument applies; if the plat has been recorded, the identification shall include a deed book and page number. 2. State that the improvement will be maintained in perpetuity. State that the improvement will be maintained to a standard that, at a minimum, ensures that it will remain in substantially the condition it was in when approved by the county if the improvement was installed prior to the agent signing the plat or the condition it is to be in when the surety was released as provided in section 14-436; for a private street, shared driveway, or alley, the instrument also shall state substantially as follows: "The travelway shall at all times be maintained so that it is safe and convenient for passenger automobiles and emergency vehicles at all times except in severe temporary Z eather condi ' s." 4. If the instrument pertains to the maintenance of one or more private streets, alleys or shared driveways, it shall define "maintenance" by stating substantially as follows: "For purposes of this instrument, `maintenance' includes the maintenance of the private streets or alleys, and all curbs, curbs and gutters, drainage facilities, utilities, dams, bridges and other private street improvements, and the prompt removal of snow, water, debris, or any other obstruction so as to keep the private street or alley reasonably open for usage by all vehicles, including emergency services vehicles." 5. Describe the condition of the improvement when it was approved by the county if the improvement was installed prior to the agent signing the plat or the condition it is to be in when the surety was released as provided in section 14-436. 6. Identify the timing or conditions warranting maintenance of the improvement. 7. State a means to collect funds necessary for the cost of maintaining the improvement; at a minimum, the means stated shall include the right of any landowner subject to the instrument to record a lien against a non-contributing landowner, to bring an action at law to collect the funds, or both. 8. Describe how maintenance costs will be prorated among the landowners subject to the instrument (e.g., "equally," or on a percentage basis); if any lot within the subdivision may be further divided, the instrument shall also describe how maintenance costs will be prorated among the landowners after division. 9. State substantially as follows: "No public agency, including the Virginia Department of Transportation and the County of Albemarle, Virginia, will be responsible for maintaining any %imppovement identified herein." % l f_ L/. --XDate: 0 / v • � r Gre tner D my torn Review of Private Improvement Maintenance Instrument (Albemarle County Code § 14-317) TO: RE: Sus The instrument required by Albemarle County Code § 14-317 for this subdivision: is approved. is not approved because it fails to satisfy one or more of the following requirements (number references are to Albemarle County Code § 14-317(A)): 1. Identify the plat to which the instrument applies; if the plat has been recorded, the identification shall include a deed book and page number. 2. State that the imptovem will be maintainedin p etuity. 3. Stat that the improvement will be maintained to a standard that, at a minimum, ensures that it will remain in substantially the condition it was in when approved by the county if the improvement was installed prior to the agent sighing the plat or the condition it is to be in when the surety was released as provided in section 14-436; for a private street, shared driveway, or alley, the instrument also shall state substantially as follows: `°The travelway shall at all times be maintained so that it is safe and convenient for passenger automobiles and emergency vehicles at all times except in severe temporary weather conditions_" 4. If the instrument pertains to the maintenance of one or more private streets, alleys or shared driveways, it shall define "maintenance" by stating substantially as follows: "For purposes of this instrument, `maintenance' includes the maintenance of the private streets or alleys, and all curbs, curbs and gutters, drainage facilities, utilities, dams, bridges and other private street improvements, and the prompt removal of snow, waxer, debris, or any other obstruction so as to keep the private street or alley reasonably open for usage by all vehicles, including emergency services vehicles." X5. Describe the condition of the improvement when it was approved by the county if the improvement was installed prior to the agent signing the plat or the condition it is to be in when the surety was released as provided in section 14-436. 6. Identify the timing or conditions warranting maintenance of the improvement. 7. State a means to collect funds necessary for the cost of maintaining the improvement; at a r„Tr,;rnum3 the means stated shall include the right of any landowner subject to the instrument to record a lien against a non-contributing landowner, to bring an action at law to collect the funds, or both. 8. Describe how maintenance costs will be prorated among the landowners subject to the instrument (e.g., "equally," or on a percentage basis); if any lot within the subdivision may be further divided, the instrument shall also describe how maintenance costs will be prorated among the landowners after division. 9. State substantially as follows: "No public agency, including the Virginia Department of Transportation and the County of Albemarle, Virginia, will be responsible for maintaining any im ovement identified herein." Date: G p Jt Dep ty Atto y RECEIVED MAY 1 2 1616 COMMUNITY DEVELOPMENT Document prepared by and return to: Richard G. Rasmussen, III, VSB # 40694 McCallum & Kudravetz, P.C. 250 East High Street Charlottesville, VA 22902 (434) 293-8191 TMPs: 05600-00-00-06700 05600-00-00-067AO 05600-00-00-067BO AMENDED AND RESTATED ROAD MAINTENANCE AGREEMENT THIS AMENDED AND RESTATED ROAD MAINTENANCE AGREEMENT ("Agreement"("AgrecmenQ dated this _ day of , 2016, by and among BEAVER CREEK HILL CORPORATION, a Virginia corporation ("BCHC"), SHEEFLEE LLC, a Virginia limited liability company ("Sheeflee"), and MARTIN SCHULMAN ("Schulman"). —This Agreement hereby amends and _replaces in its entirety that certain Road Maintenance Agreement dated March 22, 2016 as recorded in the Clerk's Office of the Circuit Court of Albemarle Count, Virjinia, Deed Book 4741. pages 424-447. WITNESSETH: WHEREAS, BCHC is the owner of a certain parcel of land situated in the Whitehall Magisterial District of Albemarle County, Virginia, shown as Parcel 67 on Albemarle County Tax Map 56 ("Parcel 67" or "BCHC's Parcel"); WHEREAS, Sheeflee is the owner of a certain parcel of land situated in the Whitehall Magisterial District of Albemarle County, Virginia, shown as Parcel 67A on Albemarle County Tax Map 56 ("Parcel 67A" or "Sheeflee's Parcel"); WHEREAS, Schulman is the owner of a certain parcel of land situated in the Whitehall Magisterial District of Albemarle County, Virginia, shown as Parcel 67B on Albemarle County Tax Map 56 ("Parcel 67B" or "Schulman's Parcel"); 1 V6'HEREAS, BCHC's Parcel, Sheeflee's Parcel, Schulman's Parcel, and other properties are subject to those certain covenants of equal proportionate road maintenance obligations along Parkview Drive, as contained in deeds dated (i) May 1, 1979, recorded in the Cleric's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 677, page 493, (ii) May 1, 1979, recorded in the aforesaid Clerk's Office in Deed Book 677, page 501, (iii) February 1, 1980, recorded in the aforesaid Clerk's Office in Deed Book 690. page 596, and (iv) March 14, 1980, recorded in the aforesaid Clerk's Office in Deed Book 690, page 599 (together, the "Proportionate Maintenance Agreements"); WHEREAS, the Proportionate Maintenance Agreements were partially modified by that certain Amendment to Road Maintenance, dated December 12, 1988, and recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, Deed Book 1028, page 339 (the "Modifying Maintenance Agreement"); WHEREAS, the Modifying Maintenance Agreement only applies to the southernmost portion of Parkview Drive, commencing at State Route 240 and running back approximately 304.42 feet in length along the western boundary of Parcel 67B; WHEREAS, the parties desire to suspend the Modifi ing Maintenance Agreement; and WHEREAS, the parties hereto have agreed upon certain changes in the allocation of road maintenance and repair expenses for the Southern Segment (defined below) as set forth herein for the future development and use of said area. NOW THEREFORE, for and in consideration of the terms and provisions of this Agreement, the parties hereby declare that Parcels 67, 67A, and 67B, and any parcel(s) of record which may, be created therefrom in the future, (sometimes hereinafter collectively "Parcels" in the plural and "Parcel" in the singular), shall be held transferred, sold, conveyed and occupied 2 subject to the covenants, easements, and charges hereinafter set forth. The provisions set forth herein shall run with the land in perpetuity and shall be binding upon any and all parties who have, or shall acquire, any right, title or interest in all or any part of Parcels 67, 67A, and/or 67B, and shall inure to the benefit of each owner thereof. ARTICLE I — DEFINITIONS The following words, when used in this Agreement, shall have the following meanings: Section 1.01. "Improvement Area" shall mean and refer to the combined area of the "Southern Segment" and an additional 196 feet which is the full length of the improvements shown on the Emerson Commons Site Plan and as shown on Exhibit A (the "Site Plan"), attached hereto. a. The Southern Segment shall mean and refer to the southernmost portion of Parkview Drive, commencing at State Route 240 and running north by north west approximately 500 feet in total length along the western boundaries of Parcels 67A and 67B, labeled as the "Southern Segment" on Exhibit A attached hereto, and shown on the Site Plan; and b. The additional 196 feet refers to the portion of Parkview Drive commencing at the north edge of the Southern Segment, and running north by north west approximately 196 feet in length along the western eastern boundary of Parcel 67, as labeled on the Site Plan. Sheeflee intends to improve the additional 196 feet, but make 2& such are 's' WCIS? A,� maintenance and repair obligations remains subject to the Proportionate Maintenance Agreements. See Section 3.02 below. Section 1.02. "Pedestrian Trail" shall mean and refer to pedestrian walking trails located within the Southern Segment as shown on the Site Plan, running roughly parallel to Parkview 3 Drive, which is the pedestrian trail required as part of the Site Plan, as required by Albemarle County. At all times, the Pedestrian Trail shall be located exclusively east of Parkview Drive. Section 1.03 "Owner" shall mean and refer to the record o,,.Nmer, whether one or more persons or entities, including the parties, of fee simple title to Parcels 67, 67A, and/or 67B, and/or any parcel(s) of record which may be created therefrom in the future, including contract sellers, but excluding those having such interests merely as security- for the performance of an obligation. In the case where any Parcel is held by one or more persons for life with the remainder to another or others, the term "Owner" shall mean and refer only to such life tenant or tenants until such time as the remainderman or remaindermen come into use, possession or enjoyment of such Parcel. In the case where any Parcel is held by members of a Homeowners Association or Condominium Association, the term "Owner" shall refer to the Association and not to the individual members of such Association. Section 1.04 "Contribution Obligation" shall have the meaning set forth in Article IV of this Agreement. ARTICLE II — IMPRO`'EMENT SEGMENT ACCESS EASEME\T Section 2.01. Establishment of Improvement Segment Access Easement: BCHC and Schulman hereby grant Sheeflee an access easement for ingress and egress v6thin the Improvement Area,. for the purpose of upgrading, widening, and repaving and constructing the Pedestrian Trail in the Improvement Area, as required under the Site Plan. Notwithstanding the above, Sheeflee has no affirmative duty to perform any improvements within the Improvement Area. Section 2.02. Improvement Segment Construction. Sheeflee shall have sole discretion to make all improvement and upgrade decisions within the Improvement Area, so long as such m W decisions are reasonable. Sheeflee shall be solely responsible for all costs associated with Sheeflee's upgrades to the Improvement Area. For purposes of this Agreement, upgrading shall include, but not be limited to, (a) replacing the road surface of Parkview Drive, (b) increasing the width of the road surface of Parkview Drive, (c) creating the Pedestrian Trail, as well as any other activity that is ancillary to (a), (b) or (c) above. Sheeflee shall make all improvements to the Improvement Area in a manner sufficient to release the construction bond held by Albemarle County in connection with Sheeflee's improvements to the Improvement Area. Section 2.03. Landscaping and Pedestrian Trail Maintenance. At all times, the Owners shall maintain and repair the landscaping that is located upon, above, and underneath each Owner's respective Parcel that is within the Southern Segment. Said area shall include areas outside of each Owner's respective Parcel where any tree, bush or shrub originates from said Parcel but intrudes upon another Owner's Parcel; whenever such a circumstance arises, the latter Owner shall provide the former Owner access to permit maintenance or repair such landscaping. Landscaping maintenance and repairs shall include, but not be limited to, grass cutting, bush and tree trimming or removal, and flower bed, bush, or tree planting. No Owner shall be entitled to compensation for the removal of any tree, bush, flower or other type of vegetation that is located within the access easement for Parkview Drive or within drainage and construction easements located along Parkview Drive. Notwithstanding the above, if Sheeflee is unsatisfied with the maintenance of the landscaping located within the Southern Segment, and such maintenance is unreasonable, then Sheeflee shall perform such maintenance and each Owner shall promptly pay to Sheeflee such Owner's pro rata share of the costs of the landscaping maintenance in the same percentages as set forth in Section 2.04(a) during the BCHC Unimproved Period or Article N during the BCHC Improved Period. 5 Section 2.04. Routine Maintenance and Repair Obligations of the Southern Segment and Pedestrian Trail. This Section becomes effective upon Sheeflee's initial material construction «rithin the Southern Segment. (a) BCHC Unimproved Period. The "BCHC Unimproved Period" shall mean the period of time that precedes the substantial completion of the first driveway constructed on Parcel 67 for any purpose that connects to Parkview Drive. During the BCHC Unimproved Period, Schulman shall be obligated to pay 12.5%, and Sheeflee shall be obligated to pay 87.5% for all routine maintenance and repairs made within the Southern Segment. However, Schulman shall have no obligation to pay towards any routine maintenance and/or repairs made to areas that are exclusively north of Schulman's most northern driveway located on Schulman's Parcel. (b) BCHC Improved Period. The `BCHC Improved Period" shall begin upon the substantially completed construction of the first driveway on Parcel 67 that connects to Parkview Drive. During the BCHC Improved Period, Schulman, BCHC and Sheeflee shall be obligated to pay their respective Contribution Obligation, as defined and discussed in Article IV below, for all routine maintenance and repairs made within the Southern Segment. (c) Routine Maintenance and Repairs Defined. For purposes of this Agreement, routine maintenance and/or repairs shall include, but not be limited to, repairing the road surface and/or Pedestrian Trail surface, snow removal, clearing obstructions, cleaning or re - cutting ditches as reasonably necessary, unplugging or opening culverts or drainpipes, and performing any and all other necessary Nvork required to maintain the road and trail in a condition that will allow for reasonable and safe access of standard passenger vehicles or pedestrians. �In addition, qua'sdant to Section 14-.')' 17.A.4. of the Albermarle County Code rout nu maintenance repairs i�IL Les the maintenance of the riv_ate streets or alleys, and all B7 curbs, curbs an gutters, drainage facilities, utilities, dams, bridges and other private street improvements, and the prompt removal of snow water, debris, or any other obstruction as to to ked the private street or alley reasonably open for usage by all vehicles, including emergency services vehicles. (d) Routine Maintenance and Repair Determinations. Sheeflee shall manage the routine maintenance and/or repairs of the Southern Segment. Sheeflee shall be reimbursed for the other Owners' pro rata shares of all costs of such routine maintenance and/or repairs as set forth in either Section 2.04(a) or (b) above. Section 2.05. Major Repair Obligations of the Southern Segment. For all maintenance and repairs beyond the routine maintenance which may be necessary (the "Major Repairs', Sheeflee shall be responsible for hiring contractors, engineers, and advisors to complete such Major Repairs to the standards imposed in the Site Plan. All Major Repairs must be reasonably necessary. Major Repairs shall include, but not be limited to, significant road and trail patch work, resurfacing, and drainage pipe replacement or repair. Prior to authorizing the work to be done, Sheeflee shall provide two estimates with a description of the repairs and give Owners a 15 day period to respond before the work is commenced. Upon completion of such Major Repairs, Sheeflee shall provide copies of all invoices related to the Major Repairs to the other Owners and each such Owner shall promptly pay to Sheeflee such Owner's pro rata share of the costs of the Major Repairs in the same percentages as set forth in Section 2.04(a) during the BCHC Unimproved Period or Article W during the BCHC Improved Period. BCHC shall have no rights under this section during the BCHC Unimproved Period, but shall have such rights during the BCHC Improved Period. Sheeflee shall use reasonable efforts to ensure that the costs of such Major Repairs are commercially reasonable. 7 Section 2.06. Personal Liability, Lien and Enforcement: (a) Personal Liability for Routine Maintenance_ Routine Repairs, and/or Major Repairs. Each Owner shall be personally liable and responsible for its share of the costs of routine maintenance and/or repairs as set forth in Section 2.04 above, as well as Major Repairs as set forth in Section 2.05 above, which are incurred during its ownership of its Parcel, and shall pay its share vwrithin fifteen (15) days following completion of such routine maintenance, routine repairs, and/or Major Repairs. (b) Routine Maintenance and/or Repair Enforcement. If any Owner shall fail to pay its share of the costs of routine maintenance andlor repairs for which it is responsible within fifteen (15) days following receipt of the invoice for such maintenance and/or repairs, the other Owner(s) may (i) bring an action at law against the Owner of the Parcel failing to pay its proportional share with the Court determining ,.vhether or not such routine maintenance, repairs, and/or the costs thereof was reasonably necessary- to the standards set forth in Section 2.04(c) above and whether or not such Owner is responsible therefor, (ii) record a notice of nonpayment and lien pursuant to Section 2.06(d) below against said Owner's Parcel, and/or (iii) bring a suit in the Circuit Court of Albemarle County, Virginia, to foreclose the lien provided for in Section 2.06(d) belo-A` against said Owner's Parcel. The amount due by any delinquent Owner shall bear interest at the maximum judgment rate provided by law from the date of completion of such routine maintenance and/or repair: and the delinquent Owner shall be liable to pay all costs of collection, including reasonable attorneys' fees. (c) Major Repair Enforcement. If any Owner shall fail to pay its share of the costs of Major Repairs for which it is responsible within fifteen (15) days following the receipt of the invoice for such Major Repairs, the Owner(s), or the person(s) or entit(ies) performing 8 such Major Repairs may (i) bring an action at law against the Owner of the Parcel failing to pay its proportional share with the Court determining whether or not such Major Repairs were reasonable and whether or not such Owner is responsible therefor, (ii) record a notice of nonpayment and lien pursuant to Section 2.06(d) below against said Owner's Parcel, and/or (iii) bring a suit in the Circuit Court of Albemarle County, Virginia, to foreclose the lien provided for in Section 2.06(d) below against said Owner's Parcel. The amount due by any delinquent Owner shall bear interest at the maximum judgment rate provided by law from the date of completion of such Major Repairs; and the delinquent Owner shall be liable to pay all costs of collection, including reasonable attorneys' fees. (d) Lien. If any Owner shall fail to pay its proportional share of the costs of routine maintenance, repairs, and/or Major Repairs for which it is responsible within fifteen (15) days following the completion of such maintenance, the other Owner(s) may record in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, a notice of nonpayment and Iien against the Parcel of the Owner failing to pay its proportional share, and from the time of such recordation the amount stated in the notice, together with interest, costs of collection, and reasonable attorneys' fees shall become a lien against such Parcel. If such Owner contests the necessity for or the cost of routine maintenance, repairs, and/or its responsibility thereof, then such Owner shall have the right to bring a suit in the Circuit Court of Albemarle County, Virginia, to quash said lien with said Court determining whether or not such routine maintenance, repairs and/or the cost thereof were reasonably necessary to the standards as set forth in Section 2.04(c) above and whether or not such Owner is responsible therefor. If such Owner contests the necessity for or the costs cost of Major Repairs and its responsibility thereof, then such Owner shall have the right to bring a suit in the Circuit Court of Albemarle County, 6 Virginia, to quash said lien with said Court determining whether or not such 'Major Repairs were reasonable and whether or not such is Owner is responsible therefor. (e) First and Second Deeds of Trust: The lien provided in Section 2.06(d) above shall at all times be subject to any first or second mortgage or deed of trust placed on any Parcel at any time until notice of such lien shall have been recorded, but shall be prior to any first or second mortgage or deed of trust recorded subsequent to the recordation of such notice. Section 2.07 Sheeflee Successors, Assignees, and Appointees. Sheeflee's rights under this Article II may be appointed by Sheeflee to any other person or entity- in Sheeflee's sole discretion. Any successor or assign to Sheeflec's Parcel shall assume all of Sheefee's rights under this Article II. ARTICLE III - REAIAINING EASEMENTS Section 3.01. M- odi&ing Maintenance Agreement Suspension. The Modifying Maintenance Agreement (See page 2 above) is hereby suspended and shall remain suspended unless and until this Agreement is terminated pursuant to Article V below. Section 3.02. Proportionate Maintenance Agreement. Except as expressly modified in this Agreement. the Proportionate '_Maintenance Agreements (See pages 1 and 2 above) shall remain in full force and effect. Routine Maintenance and/or repairs, as well as Major Repairs, upon all except the Southern Segment shall remain subject to the terms of the Proportionate Maintenance Agreement rather than the terms of this Agreement. ARTICLE IV — CONTRIBUTION OBLIGATIOti Section 4.01. Definitions. The term "Contribution Obligation" shall mean each Owner's total contribution obligation during the BCHC Improved Period towards any and all routine maintenance and/or repairs, as well as all Major Repairs, of the Southern Segment. To determine 10 Contribution Obligation, the formulas below utilize the following variables: Segment, Segment %, Attributable Segment, Use, and Use %. Each variable is discussed and defined in subsections (a) through (e) below. Contribution Obligations arise from expenses that are either shared among all Segments or exclusive to less than all Segments. Section 4.02 below contains the formula for determining each Owner's Contribution Obligation for mutual Segment expenses. Section 4.03 below contains the formula for determining each Owner's Contribution Obligation for exclusive Segment expenses. (a) "Segment" shall mean any of those certain areas defined below as, Segment A, Segment B, or Segment C. (1) "Segment A" shall mean and equal the distance from the connection of Parkview Drive at US Route 240 closest to Schulman's Parcel to the most northern edge of the most northern driveway located on Schulman's Parcel that adjoins Parkview Drive. (2) "Segment B" shall mean and equal the distance from the most northern edge of the most northern driveway located on Schulman's Parcel that adjoins Parkview Drive to the most northern edge of the most northern driveway located on BCHC's Parcel that adjoins Parkview Drive. (3) "Segment C" shall mean and equal the distance from the most northern edge of the most northern driveway located on BCHC's Parcel that connects to Parkview Drive to the remaining length of the entire Southern Segment. The following definitions are subject to Section 4.04 below. Segments. (b) "Segment %" shall mean each Segment's percentage proportion of all (c) "Attributable Segmeet" shall mean those certain Segments attributable to 11 a certain Owner for purposes of tracking Contribution Obligation responsibilities, as further mentioned below. Segment A is "Schulman's Attributable Segment". Segment B is "BCHC's Attributable Segment". Segment C is "Sheeflee's Attributable Segment". (d) "Use" shall mean any of those certain use totals defined below as Use X, Use Y, or U- se Z. Each Use is a result of calculating the total amount of vehicle trips to and from driveways within a certain Attributable Segment And then dividing such amount by the total amount of vehicle trips to all driveways within the Southern Segment, as determined by the ADT (average daily trips) as published in the Virginia Department of Transportation Traffic Generation Manual or a study undertaken by any Omer for purposes of determining ADT that is voluntary or as required by Albemarle County for a change in land use (the "-Manual" or "Study"). Should a Study (or a Future Study (defined below)) occur, then the ADT calculated from such Study shall control, even if said ADTs are higher or lower than the :-Manual. As a part of the development of BCHC's Parcel, the traffic analysis as required by VDOT and Albemarle County in the zoning process shall be used as the basis for establishing the vehicles attributed to the development of the BCHC parcel. BCHC shall pay for the Study with no right to reimbursement from any other Owner. The parties hereby agree that no vehicle traffic shall be attributable to Schulman for Segment B and Segment C. The parties further hereby agree that no automobile traffic shall be attributable to BCHC for Segment C, unless Segment B and Segment C are substantially equal in distance from US Route 240. Notwithstanding the above, any Owner may elect to conduct an updated study for purposes of re -determining ADT ("Future Study") so long as (i) any Future Study occurs on or after January 1, 2020, and (ii) any Future Study does not occur within three (3) years of any previously conducted Future Study. 12 (1) "Use X" shall mean and equal the total number of average daily trips ("ADT") to and from driveways within Schulman's Attributable Segment, as determined by the Manual or Study. (2) "Use Y" shall mean and equal the ADT to and from driveways within BCHC's Attributable Segment, as determined by the Manual or Study. (3) "Use Z" shall mean and equal the ADT to and from driveways within Sheeflee's Attributable Segment, as determined by the Manual or Study. (e) "Use W shall mean each Use's percentage proportion of all Uses. Any Owner with an Attributable Segment south of a Segment shall have its attributable Use % reduced to zero and the remaining Owner(s) shall increase their Use % by their respective weighted average(s). Section 4.02. Contribution Obligation Formula For Mutual Segment Expenses STEP ONE: Determine the expense allocated to each Segment. This amount is determined by multiplying each Segment % by the expense ("E"). Segment A % x E = Expense Allocated to Segment A Segment B % x E = Expense Allocated to Segment B Segment C % x E = Expense Allocated to Segment C 13 Example 1: Snow Plow - $1,000.00 Segment A % = 10%; therefore, $100.00 is allocated to Segment A [.10 x $1,000 S100.00] Segment B % = 40%; therefore, $400.00 is allocated to Segment B [.40 x $1,000 = $400.00] Segment C % = 50%; therefore, $500.00 is allocated to Segment C [.50 x $1,000 = $500.001 STEP TWO: Determine the expense allocated to each Owner. This amount is determined by multiplying each Owner's respective Use % by the amounts determined in Step One. The O«xier(s) with Attributable Segments located north of other Ow mer(s) benefit more from maintenance and repairs since the former use more of the Southern Segment than the latter. Therefore, any Owner with an Attributable Segment located south of a Segment shall be considered to have no usage of such Segment. 14 Expense Allocated to Segment A multiplied by: (a) Use X % = Segment A Expense Allocated to Schulman (b) Use Y % = Segment A Expense Allocated to BCHC (c) Use Z % = Segment A Expense Allocated to Sheeflee Expense Allocated to Segment B multiplied by: (a) Use Y % / (Use Y % + Use Z %) = Segment B Expense Allocated to BCHC (b) Use Z % I (Use Y % + Use Z %) = Segment B Expense Allocated to Sheeflee Expense Allocated to Segment C multiplied by: (a) 100 % = Segment C Expense Allocated to Sheeflee Example 2: Same as Example 1, except add the following use percentages: Use X % = 20%, Use Y % = 30%, Use Z % — 50%. Use X % is the usage percentage attributable to Schulman; Use Y % is the usage percentage attributable to BCHC; and, Use Z % is the usage percentage attributable to Sheeflee. Therefore, the results are as follows: Segment A ($100.00 allocated by Example 1) Use X % = 20%; therefore, $20.00 is allocated to Schulman [.2 x $100 $20.001 Use Y % = 30%; therefore, $30.00 is allocated to BCHC [.3 x $100 = $30.00] Use Z % = 50%; therefore, $50.00 is allocated to Sheeflee [.5 x $100 $50.00] $20 + $30 + $50 = $100.00 Segment B ($400.00 allocated by Example 1) Segment B Use X % 0% or $0.00 since Schulman's Attributable Segment is south of 15 Use Y % 30% divided by [30% 50%] = 37.5%; therefore, $150.00 is allocated to BCHC (.375 x $400.00 = $150.00). Use Y % is increased by 7.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. Use Z % = 50% divided by [30% - 50%] = 62.5%; therefore, $250.00 is allocated to Sheeflee (.625 x $400.00 = $250.00). Use Z % is increased by 12.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. $0.00 + $150.00 $250.00 = $400.00 Segment C ($500.00 allocated by Example 1) Segment C C Use X % 0% or $0.00 since Schulman's Attributable Segment is south of Use Y % = 0% or $0.00 since BCHC's Attributable Segment is south of Segment Use Z % = 100% since Use X % and Use Y % are 0%; therefore, $500.00 is allocated to Sheeflee (1.00 x $500.00 = $500.00) 50.00 $0.00 5500.00 $500.00 STEP THREE: Compute the total amount allocated to each Owner. This is calculated by adding the amount allocated to each Owner from each Segment. This amount is each Owner's Contribution Obligation. Therefore, the results are as follows: Schulman's Contribution Obligation: 520.00 allocated from Segment A, plus 50.00 from Segment B, and plus $0.00 from Segment C $20.00 16 BCHC's Contribution Obligation: $30.00 allocated from Segment A, plus $150.00 from Segment B, and plus $0.00 from Segment C = $180-00 Sheeflee's Contribution Obligation: $50.00 allocated from Segment A, plus $250.00 allocated from Segment B, plus $500.00 allocated from Segment C = $800.00 $20.00 + $180.00 $800.00 $1,000.00. This is the same amount as the total snow plow expense. Section 4.03. Contribution Obligation Formula For Exclusive Segment Expenses STEP ONE: Determine the expense allocated to each Segment. Unlike Section 4.02, the exclusive area expenses may be allocated to all Segments, some Segments, or only one Segment; the allocation will depend on the location of the expense. If the location of the expense is in Segment A, then simply follow the method of Section 4.02, Steps One, Two, and Three, since all Owners benefit by the expense. Conversely, if the location of the expense is in Segment C, then 100% of the expense is allotted to such Segment. However, if the location of the expense is located in Segment B, then Segments B and C will both benefit from such expense, unlike Segment A; therefore, Segments B % and C % must increase by their respective weighted averages. B Segment A% x E x 0= Expense Allocated to Segment A Segment B % / (Segment B % + Segment C %) x E = Expense Allocated to Segment Segment C % / (Segment B % + Segment C %) x E = Expense Allocated to Segment Example 3: The cost to repair a pothole on Segment B is $500.00. The Segment percentages are the same as in Example 1. 17 &I Segment A % = 0% or $0.00 because the repair is located exclusively north of Segment Segment B % 40% divided by [40% - 50%] 44.4444 therefore, approximately $222.00 is allocated to Segment B (.444444 x $500 = 5222.00 approximately) Segment C % 50% divided by [40% � 50%] = 55.5555%; therefore, approximately, $278.00 is allocated to Segment C (555555 x $500 = $278.00 approximately) STEP TWO: Determine the expense allocated to each Owner. This amount is determined by multiplying each Owner's respective Use % by the amounts determined in Step One. The O-vvner(s) with Attributable Segments located north of other Owner(s) benefit more from maintenance and repairs since the former use more of the Southern Segment than the latter. Therefore, any Owner with an Attributable Segment located south of a Segment shall be considered to have no usage of such Segment. Expense Allocated to Segment B multiplied by: (a) Use Y % / (Use Y % + Use Z %) = Segment B Expense Allocated to BCHC (b) Use Z % / (Use Y % + Use Z %) = Segment B Expense Allocated to Sheeflee Expense Allocated to Segment C multiplied by: (a)100 % = Segment C Expense Allocated to Sheeflee Example 4: Same as Example 3, lA ith the same Use % as Example 2 (Use X = 20%. Use Y 30%, and Use Z = 50%) Segment A ($0.00 allocated from Example 3) Segment B ($222.00 allocated from Example 3) 18 Segment B Use X % = 0% or $0.00 since Schulman's Attributable Segment is south of Use Y % = 30% divided by [30% + 50%] = 37.5%; therefore, $150.00 is allocated to BCHC (.375 x $222.00 = $83.25). Use Y % is increased by 7.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. Use Z % = 50% divided by [30% + 50%] = 62.5°/x; therefore, $250.00 is allocated to Sheeflee (.625 x $222.00 = $138.75). Use Z % is increased by 12.5% to reflect the weighted average between Use Y % and Use Z % since Use X % is 0%. Segment C ($278.00 allocated from Example 3) Segment C C $278.00). Use X % = 0% or $0.00 since Schulman's Attributable Segment is south of Use Y % = 0% or $0.00 since BCHC's Attributable Segment is south of Segment Use Z % 100%; therefore $278.00 is allocated to Sheeflee (1.00 x $278.00 = $83.25 • $138.75 +278.00 = $500.00 STEP THREE: Compute the total amount allocated to each Owner. This is calculated by adding the amount allocated to each Owner from each Segment. This amount is each Owner's Contribution Obligation. Example 5: Same facts as Example 4. Schulman's Contribution Obligation: $0.00 since Schulman's Attributable Segment is located entirely south of the expense area (Segment B). 19 BCHC's Contribution Obligation: $0.00 from Segment A, plus $83.25 from Segment B, and plus $0.00 from Segment C = $83.25 Sheeflee's Contribution Obligation: $0.00 from Segment A, plus $138.75 from Segment B. and plus $278.00 from Segment C = $416.75 $83.25 --:- S416.75 $500.00, the same amount as the pothole repair expense located on Segment B. Section 4.04. Miscellaneous. If BCHC's and Sheeflee's most northern driveway are substantially equal in distance from US Route 240, then BCHC's and Sheeflee's Attributable Segments shall be the entire Southern Segment north of Schulman's Attributable Segment, and the principles set forth by this Article shall be applied in creating an updated formula. Moreover, should anv of the Parcels be subdivided, then the principles set forth by this Article shall be applied in creating an updated formula. ARTICLE V_ -RELATION TONON-PARTIES; TERNHNATION This Agreement shall suspend all general maintenance and/or repair obligations, as NvelI as 'Major Repairs within the Southern Segment for all non-parties Nrho, but for this Agreement, would have such obligations. 'Notwithstanding the immediately preceding sentence, should (i) any party to this Agreement, or (ii) any non-party to this Agreement, urho is otherwise subject to the Proportionate Maintenance Agreements, develop their real property- into a materially higher density of land use, then Sheeflee, BCHC, or its respective successors may determine to terminate this Agreement. Should this Agreement be terminated pursuant to this Article, then the Proportionate Maintenance Agreements and the Modifi-ing Maintenance Agreement shall govern all maintenance and repair obligations within the Southern Segment. go] ARTICLE VI — ALBEMARLE COUNTY CODE COMPLIANCE Section 6.01. _Improvement Area Condition & Maintenance Standard. Sheeflee shall ensure that the condition of the Improvement Area and Pedestrian Trail when surety is released as rovided in Section 14-436 of the Albemarle CoupCode substantiallyconform to that certain Site Development Plan application number SDP2008000074as approved by Albemarle County. Moreover. so lona as this Agreement is effectivet, _ he Improvement Area and Pedestrian Trail shall be maintained to a standard that, at a minimum ensures that said areas will be maintained in conformity with the _requirements imposed by Albemarle County, pursuant to Site Development_ Plan application number SDP2008000074. The travelway _the Improvement Area but not the Pedestrian Trail shall at all times be maintained so that it is safe and convenient for passenger automobiles and emergency vehicles at all times exceyt in severe temporaryNK er conditions. —Section 6.02.. Conditions Warranting _Maintenance of the Improvement Area. The condition that warrants maintenance of the Improvement Area and Pedestrian Trail originates from Albemarle County's ZMA 2007-00012 rezoning Lapplic_ation approval letter dated December 21, 2007 the "A roval Letter' ). Subsections 3.A. and._ 3_B. of the Approval Letter require Sheeflee to im rove the Improvement Area and Pedestrian Trail in conformity with {i) that certain Application Plan of Blue Ridge Cohousing,_ Sheet 6 of 7. dated June 25. 2007, last revised October 19, _ 200_ 7 (the "Application Plan"andii) Virginia Department of TransTortation "VDOT") road standards. Said VDOT road standards include an intersection that meets the retirements for road intersections as stated in VDOT's Road Desi, ,n —Manual — Subdivision Street Guide, in the location shown on the Application Plan, Sheet _6 of 7. 21 Section 6.03. Public A ertcy Exclusion. ..-No public,_ eppy., including th_Xtrginia Dem entof Trans tatiori and the Co nt�.of Albemarle, Vir��nia, will be res onsiblefor maintaining anyimproverngnt identified herein. r?' V4'ITN"ESS WHEREOF, the parties hereto have signed this Agreement. BEAVER CREEK HILL CORPORATION. a Virginia corporation Bv_ : Lawrence J. Martin, Vice President COMMON'WTALTH OF VIRGINIA CITY OF CHARLOTTESVILLE, to -wit: The foregoing instrument was acknowledged before me this day of , 2016, by Lawrence J. Martin, Vice President of Beaver Creek Hill Corporation, a Virginia corporation. My commission expires: 22 Notary Public Registration Number: SHEEFLEE LLC, a Virginia limited liability company By: (SEAL) Peter Lazar, Manager COMMONWEALTH OF VIRGINIA CITY OF CHARLOTTESVILLE, to -wit: The foregoing instrument was acknowledged before me this day of , 2016, by Peter Lazar, Manager of Sheeflee LLC, a Virginia limited liability company. My commission expires: 23 Notary Public Registration No: (SEAL) MARTIN SCHULMAN COMMON W EALTH OF VIRGINIA CITY OF CHARLOTTESVILLE, to -reit: The foregoing instrument was acknowledged before me this day of 2016, by Martin Schulman. _My commission expires: 24 Notary Public Registration Number: