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HomeMy WebLinkAboutSDP201600038 Easements Final Site Plan and Comps. 2017-06-30 • Prepared by: Roger D.Williams VSB#28205 McCallum&Kudravetz,P.C. 250 E.High Street Charlottesville,VA 22902 TMP 32-41D3 DEED OF EASEMENT THIS DEED OF EASEMENT is made as of this A , day of September, 2016 (the . "Effective Date), by and between Charles Wm. HURT and Shirley L.FISHER,TRUSTEES OF THE POST OFFICE LAND TRUST under Land Trust Agreement dated October 27, 1997 ("Post Office"), as Grantor, and HOLLYMEAD/29, LLC a Virginia limited liability company ("Hollymead/29"),as Grantee(Hollymead/29,together with Post Office,the"Owners"). RECITALS R-1. Post Office is the owner of that certain parcel of land containing 1.74 acres,more or less (the "Pond Lot"), located in Albemarle County, Virginia and designated as "T.M, 32- 41D3" on that certain "Exhibit Showing Proposed Access, Retaining Wall & Landscaping Easement For: Hollymead Town Center Bojangles"prepared by Shimp Engineering, P.C., dated August 25, 2016, and attached hereto as Exhibit A (the "Easement Exhibit"). The Pond Lot constitutes an open space parcel within Area C of the Hollymead Towncenter development and contains "Stormwater Management Facility#1" as designated in Sec. 3.01(a)of the Declaration dated September 1,2005,recorded in Deed Book 3085,Page 361 in said the Clerk's Office of the Circuit Court of Albemarle County, Virginia (including all amendments thereto, the "Area C Declaration"). R-2. Hollyxnead/29 is the owner of that certain adjacent parcel of land containing 1.13 acres, more or less, and designated as "T.M. 32-41D4" on Exhibit A attached hereto (the "Hollymead/29 Property") upon which it intends to construct a commercial development (the "Project"),the Hollymead/29 Property being more particularly described and shown as Lot A in Block Cl of Hollymead Towncenter on the plat dated August 28, 2008, revised September 23, • 2008,recorded in Deed Book 3667,Page 685 in said Clerk's Office. • R-3. It is the desire and intent of Hollymead/29 to obtain, and of'Post Office to grant and convey, certain easements for the installation, construction, and maintenance of certain improvements, to include a portion of a drive-through lane, a retaining wall, and related landscaping, within portions of the Pond Lot (collectively, the "Improvements") to enable Hollymead/29 to meet requirements of Albemarle County (the "County") for approval of the Project. Such easements are depicted on the attached Exhibit A as the "New 8' Access & 1 _ — s Retaining Wall Easement", "New 29' Landscaping Easement", and "New 3' Landscaping Easement"(collectively,the"Easement Area"). WITNESSETH: • NOW THEREFORE, in consideration of the premises and TEN DOLLARS ($10.00), cash in hand paid, and other good and valuable consideration, the,receipt and sufficiency of which is hereby acknowledged, Post Office does• hereby GRANT and CONVEY unto Hollymead/29,its heirs, administrators,personal representatives,successors and assigns, perpetual non-exclusive easements in and to the Easement Area, as described herein, for the purposes of constructing, using, and maintaining the Improvements,and for ingress and egress purposes as described herein. This Deed of Easement shall be subject to the following: • 1. Construction of Improvements. Within the Easement Area, Hollymead/29, its successors and assigns, qhall construct the Improvements, including those pursuant to the terms of that certain Development Agreement. dated September so, 2016, among Hollymead/29, HTC Hotel, LLC, and Hollymead Corner, LLC, to be recorded in said Clerk's Office prior hereto, with*the costs of such construction to be shared as provided for in such Development Agreement. A. Ownership of Improvements. All Improvements located on the Pond Lot, whether installed by Hollymead/29 or its successors and assigns, shall be and remain the property of Post Office,its successors and assigns, unless and until such Improvements shall be dedicated to the County. B. Right of Ingress and Egress. Hollymead/29, its successors and assigns, shall have the right and easement of ingress and egress over the lands of Post Office, its successors and assigns, to public and private roads for-the purpose of • constructing and maintaining the Improvements. • C. Right to Inspect and Maintain Improvements. Except as otherwise provided herein, Hollymead/29, along with its successors and assigns, shall have the right to enter the Easement Area to inspect, repair and maintain the Improvements. The Improvements shall be maintained as provided in Paragraph 3 herein. D. Right to Disturb and 'Maintain the Easement Area. Within the Easement Area, Hollymead/29, along with its successors and assigns,shall have the tight to trim, cut or remove any trees, brush or shrubbery, remove fences, structures or other obstructions located in the Easement Area, install and maintain plantings and other 2 landscape features and take other similar action reasonably necessary to provide adequate and fully functioning Improvements; provided, however, that Hollymead/29, its successors and assigns, shall comply with the requirements of any landscaping plan or other requirements imposed by the County on the Easement Area. Further, Hollymead/29, its successor and assigns, shall, at its own expense, restore the premises as nearly as possible to their original condition, which restoration shall include the backfilling of trenches, replacement of fences and shrubbery,reseeding or resodding of affected areas; and repair or replacement of structures and other facilities located outside of the Easement Area that were damaged or destroyed by such action. In addition, Hollymead/29, its successors and assigns, shall, promptly upon completion of any work contemplated hereunder, remove from the Easement Area all supplies, tools, equipment, trash and other debris resulting from the installation, maintenance or operation of an Improvement, and shall restore the surface thereof to its original condition as nearly as reasonably possible. Notwithstanding the foregoing, Hollymead/29, its successors and assigns, shall not be required to repair or replace anything identified in this paragraph if to do so would be inconsistent with the proper maintenance,operation or use of the Improvements. E. Temporary Construction Easement. Hollymead/29, its transferees, successors, assigns,agents and contractors, shall have a temporary construction easement upon, over, under and across the Pond Lot(the "Temporary Construction Easement") as necessary in order to construct, install, maintain, repair, change, alter and replace the Improvements. This Temporary Construction Easement shall expire upon completion of the work contemplated hereunder until further work is performed, in which event this Temporary Construction Easement shall be reinstated as necessary during the pendency of such other work. F. Mechanic's Liens. Hollymead/29, its successor and assigns, shall indemnify and hold harmless Post Office, and any successor owner of the Pond Lot, from all mechanic's liens filed against the.Pond Lot arising from or out of the construction or maintenance of the Improvements initiated by Hollymead/29, its transferees, successors, assigns, agents and contractors, which indemnity shall include any court costs or expenses, including reasonable attorney's fees, incurred by Post Office, its successor and 7 assigns, as a result thereof, Any such lien filed against the Pond Lot shall be promptly released or bonded off by Hollymead/29, its successors and assigns, but in no event later than thirty (30) days after the filing of such lien. 2. Private Maintenance of Improvements. The Improvements shall be privately maintained as follows: A. Post Office, its successors and assigns, which may include the Association referenced below, shall maintain the Improvements as provided in Paragraph 3 3 • herein, except that Hollymead/29 alone, its successors and assigns, shall be responsible for maintenance of those Improvements solely serving the Hollymead/29 Property as more particularly described in Paragraph 3. B. Hollymead/29 shall have a perpetual easement over the Pond Lot as necessary to perform the maintenance required hereunder. C. No public agency, including the County, shall be responsible for maintaining or repairing the Easement Area or the Improvements, and in no event shall the terms of this Deed of Easement be construed to impose any such obligation on the County. 3. Standard to which the Improvements shall be maintained. Post Office, its successors and assigns,which may include the Hollymead Area C Owners Association, Inc. (the "Association") pursuant to the terms of the Area C Declaration, shall maintain the Improvements, except for those required to be maintained solely by Hollymead/29 as provided herein, so that they are in good working condition and are able to perform their design functions, as determined by the County. Hollymead/29 shall be responsible for maintaining those Improvements solely serving the Hollymead/29 Property as provided herein. Improvements solely serving the Hollymead/29 Property shall include all portions of the Drive-Through Lane defined below and retaining wall to be.installed and constructed within the "New 8' Access & Retaining Wall Easement" and all landscaping to be installed within the "New 29' Landscaping Easement" as depicted on the attached Exhibit A, For purposes.of this Deed of Easement, the term "to maintain" or any derivation thereof shall include maintaining, repairing, replacing, reconstructing, changing, altering and correcting the Improvements. The Improvements shall be maintained promptly whenever they are not in good working condition or are unable to perform their design functions. Any maintenance of the Improvements by Post Office,its successors or assigns, or by the Association, shall only be done in a manner consistent with the County approved site development plan for the Hollymead/29 Property unless otherwise directed by the County. 4. Drive-Through Lane. Hollymead/29 shall be solely responsible for the construction and future maintenance of the portion of drive-through lane to serve the Project(herein,the"Drive-Through Lane")to be constructed and located within the "New 8'Access and Retaining Wall Easement" depicted on Exhibit A hereto. Hollymead/29,its successors and assigns, as owner of the Hollymead/29 Property, including any tenants, licensees, customers,and business invitees thereof, shall have a permanent non-exclusive right of ingress and egress over, through and across the Drive-Through Lane portion of the "New 8' Access and Retaining Wall Easement". Hollymead/29, and any successor owner of the Hollymead/29 Property, shall (i) indemnify and hold harmless Post Office, and any successor owner of the Pond Lot, including the Association, from all claims, • 4 liabilities, damages, and expenses arising from the use and operation of the Drive- Through Lane, and (ii) shall maintain at all times commercial general liability insurance with a combined single limit of not less than Two Million Dollars ($2,000,000)and shall name Post Office, or the then applicable successor owner of the Pond Lot, as an additional insured. 5. Estoppel Certificates., Within fifteen (15) days after written request by either party hereto, the other party shall furnish to said requesting party and/or any mortgagee or purchaser of said requesting party an estoppel certificate stating that (i) the provisions of this Deed of Easement are in full force and effect and have not been modified or amended (or, if so modified or amended, specifying any such modifications or amendments),(ii) no default exists by the requesting party under the terms of this Deed of Easement (or if a default so exists, stating the nature of such default) and (iii) such other matters concerning the status of this Deed of Easement or the obligations of the Owners hereunder as shall be reasonably requested. 6. Private Rights. Until such time as they may be dedicated to public use and maintenance, the Easement Area and Improvements are private and shall be maintained exclusively by Post Office or the Association as referenced above, or by Hollymead/29 as set forth above. Nothing contained herein shall be construed as,or be deemed to create,any rights, for the benefit of the general public in the Easement Area or the Improvements, 7. Matters of Record. The conveyances made and rights granted in this Deed of Easement are made subject to all applicable easements, restrictions, covenants and conditions of record in the chain of title to the respective parcels. 8. Notices. All invoices and notices required hereunder shall be mailed to the appropriate party as required hereunder by certified mail, postage prepaid, and return receipt requested,or by recognized courier service, such as FedEx or UPS, with delivery receipted, to the address reflected below, or at such other address(es) as such party may designate, in writing,to the other party: If to Post Office: Charles Wm. Hurt, Trustee of the Post Office Land Trust 195 Riverbend Drive Charlottesville,Virginia 22911 5 If to Hollymead/29: Hollymead/29,LLC 703 East Jefferson Street Charlottesville,VA 22902 9. Recordation. This Deed of Easement shall be recorded in the Clerks Office of the Circuit Court for Albemarle County,Virginia and shall constitute a covenant running with the land to the extent hereinafter provided.Except as otherwise expressly provided in this Paragraph 9, this Deed of Easement shall be binding upon Post Office and Hollymead/29 and their respective administrators, executors, assigns, heirs and other successors in interest including any owners' association. By its acceptance and recordation of this Deed of Easement, Hollymead/29 shall be deemed to have agreed to, and accepted, all obligations imposed hereunder upon it or the Hollymead/29 Property. 10. Modification. The terms of this Deed of Easement shall not be amended, • modified 'or terminated and no waiver of any provision hereof shall be effective unless set forth in a written instrument executed with the same formality as this Deed of Easement. • 11. Severability. If any provision of this Deed of Easement shall be unenforceable in • whole or in part,such provision shall be limited to the extent necessary to render the same valid, • or shall be excised from this Deed of Easement, as circumstances require, and this Deed of Easement shall be construed as if such provision had been incorporated herein as so limited or as if such provision had not been included herein,as,the case maybe. 12. Counterparts. This Deed of Easement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute a fully executed instrument. • 13, Choice of Law. This Deed of Easement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. • [Signature Page Follows] 6 • el-2-24,4/ Charles Wm.Hurt,as Trustee fort e Post Office Land Trust Shirley L.ier,as Trustee for the Post Office Land Trust COMMONWEALTH OF /F`A (4 IAid !COUNTY OF/`y �l�a 7r:= ,to-wit: iz. / The foregoing instrument was acknowledged before me this day ofc�a7��...4 e-; 2016,by Charles Wm.Hurt,as Trustee for the Post Office Land Trust. • My Commission Expires: 341 .2017 Notary Pub 'c STEPHEN M. MELTON NOTARY PUBLIC REG.#102070 COMMONWEALTH O womb. COMMONWEALTH OF VIRGINIA f,� MY COMMISSION EXPIRES JUNE 30,2017 / cell /COUNTY OF mai-A- ,to-wit: 1 • The foregoing instrument was acknowledged before me this/ day of Se�7ji 2016,by Shirley L.Fisher,as Trustee for the Post Office Land Trust. My Commission Expires: ,`.a©/7 • �l _ ` rn Notary 'ublic STEPHEN M. MELTON NOTARY PUBLIC REG.#102070 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JUNE 30,2017 7 Q:\Data FIIes1HURT\HURT REAL ESTATE1Hollymead-29 Sale TM 32-41 D4(01882H)\Deed of Easement.docx II T.M. 32-41 D5 I OWNER: HTC HOTEL, LLC I D.B. 3667-685 1.97 ACRES I i ZONING:PD—MC / CURRENT USE: VACANT 1 i N41'17'68"E 25�`93.: e7 e� • = 35'41'36" �ej "tNr R =115.00' L =71.64' T =37.03' C =70.49' C3=511'11'19"E w/ STOMMATER MANAEENEN1 / EASEMN1TTIDN. . 2575-3 9) / EAEDRiNf 10.8. 2E7S-3E9) • / T.M. 32-41 D4 T.M. 32 41D3 OWNER: HOLLYMEAD/29 LLC OWNER: POST OFFICE LAND TRUST D.B. 4654-212 D.B. 2904-065 1.13 ACRES 1.74 ACRES ZONING:PD—MC ZONING:PD MC CURRENT USE: VACANT CURRENT USE: OPEN SPACE 0 I m \.. , b m up up N �' 20' PERM. DRAINAGE EASEMENT co (D.B. 2789-125) rn Li._..^___ ... ..��_....�. . ..�_.�.. . .- ______. . .- - ""--- --` .- _ — .\\_. VIPI GNIA ELECTRIC AND POWER COMPANY EASEMENT(D.8. 2587-325) 20' SANITARY SEVER EEMT. 7 L-New 29' Landscaping ____ m.E.2789-12e) N _ ---1- � t ___._- ._...-.-_T- __- 53•'20'46"W 24.12' New 8' Access & Retaining Wall MON Easement OPAMOE PAINT ._ .._. _._. _.. ..._. _._...__. ... __-- —_ U.S. ROUTE 29 - SEMINOLE TRAIL EXHIBIT SHOWING PROPOSED ACCESS, RETAINING WALL, & LANDSCAPING EASEMENT FOR: HOLLYMEAD TOWN CENTER BOJANGLES . SHEET 1 OF 2 08/25/16 SHIM PENGINEERING, P.C. 20 0 20 40 60 ENGINEERING-LANDPLANMNG-PROJECT MANAGEMENT . ■ ■ ■ ■ �� ■/�A■1 ■ ■ ■ i: M 201 E MAIN ST, STPHONE: (434) 227-0140 SCALE: 1" 20' CHARLOTTESVILLE. VA 22902 JUSTINOSHIMP—ENOINEERING.COM ----_ - - T.M. 32-41 D5 T.M. 32-41D3 OWNER: HTC HOTEL, LLC OWNER: POST OFFICE LAND TRUST D.B. 3667-685 D.B. 2904-065 1.97 ACRES 1.74 ACRES ZONING:PD—MC I ZONING:PD—MC CURRENT USE: VACANT CURRENT USE: OPEN SPACE ew S Landscaping Easement i I / / STORMMATER MANAGEMENT. CONSTRUCTION & LANDSCAPE EASEMENT (D.B. 2678-389) Per* 6)9y, a�eg Lerg"�r N-Z1 = 35'41'36" 1 R =115.00' L =71.64' T =37.03' • T.M. 32-41 D4 OWNER: HOLLYMEAD/29 LLC D.B. 4654-212 1.13 ACRES ZONING:PD—MC CURRENT USE: VACANT EXHIBIT SHOWING PROPOSED ACCESS, RETAINING WALL, & LANDSCAPING EASEMENT FOR: HOLLYMEAD TOWN CENTER BOJANGLES SHEET 2 OF 2 08/25/16 SHIMP ENGINEERING, PC. 20: ■ ■ ■ ■0 22040 60 ENGINEERING-LAND PLANNING-PROJECT MANAGF,MEN7' ■/�■��■ ■ ■nom SCALE 1"..G0' 201 E MAIN ST, STE M PHONE. (434) 227-5140 CHARLOTTESVILLE. VA 22902.IUSTNC'SIIIMP-ENOINEERINO.COM Prepared by: Roger D.Williams VSB#28205 McCallum&Kudravetz,P.C. 250 E.High Street Charlottesville,VA 22902 TMP 32-41D3 DEED OF EASEMENT THIS DEED OF EASEMENT is made as of this day of September, 2016 (the . "Effective Date), by and between Charles Wm. HURT and Shirley L. FISHER,TRUSTEES OF THE POST OFFICE LAND TRUST under Land Trust Agreement dated October 27, 1997 ("Post Office"), as Grantor, and HOLLYMEAD/29, LLC a Virginia limited liability company ("Hollymead/29"),as Grantee(Hollymead/29,together with Post Office,the"Owners"). RECITALS R-1. Post Office is the owner of that certain parcel of land containing 1.74 acres,more or less (the "Pond Lot"), located in Albemarle County, Virginia and designated as "T.M, 32- 411)3" on that certain "Exhibit Showing Proposed Access, Retaining Wall & Landscaping Easement For: Hollymead Town Center Bojangles" prepared by Shimp Engineering,P.C.,dated August 25, 2016, and attached hereto as Exhibit A (the "Easement Exhibit"). The Pond Lot constitutes an open space parcel within Area C of the Hollymead Towncenter development and contains "Stormwater Management Facility#1" as designated in Sec. 3.01(a) of the Declaration dated September 1,2005,recorded in Deed Book 3085,Page 361 in said the Clerk's Office of the Circuit Court of Albemarle County, Virginia (including all amendments thereto, the "Area C Declaration"). R-2. Hollymead/29 is the owner of that certain adjacent parcel of land containing 1.13 acres, more or less, and designated as "T.M. 32-41134" on Exhibit A attached hereto (the "Hollymead/29 Property") upon which it intends to construct a commercial development (the "Project"),the Hollymead/29 Property being more particularly described and shown as Lot A in Block Cl of Hollymead Towncenter on the plat dated August 28, 2008, revised September 23, 2008,recorded in Deed Book 3667,Page 685 in said Clerk's Office. R-3. It is the desire and intent of Hollymead/29 to obtain, and of Post Office to grant and convey, certain easements for the installation, construction, and maintenance of certain improvements, to include.a portion of a drive-through lane, a retaining wall, and related landscaping, within portions of the Pond Lot (collectively, the "Improvements") to enable Hollymead/29 to meet requirements of Albemarle County (the "County") for approval of the • Project. Such easements are depicted on the attached Exhibit A as the "New 8' Access & 1 Retaining Wall Easement", "New 29' Landscaping Easement", and "New 3' Landscaping Easement"(collectively,the"Easement Area"). WITNESSETH: NOW THEREFORE, in consideration of the premises and TEN DOLLARS ($10.00), cash in hand paid, and other good and valuable consideration, the,receipt and sufficiency of which is hereby acknowledged, Post Office does. hereby GRANT and CONVEY unto Hollymead/29,its heirs, administrators,personal representatives,successors and assigns, perpetual non-exclusive easements in and to the Easement Area, as described herein, for the purposes of constructing, using, and maintaining the Improvements,and for ingress and egress purposes as described herein. This Deed of Easement shall be subject to the following: 1, Construction of Improvements. Within the Easement Area,Hollymead/29, its successors and assigns, shall construct the Improvements, including those pursuant to the terns of that certain Development Agreement. dated September 3+0, 2016, among Hollymead/29, HTC Hotel, LLC, and Hollymead Corner, LLC, to be recorded in said Clerk's Office prior hereto, with*the costs of such construction to be shared as provided for in such Development Agreement, A, Ownership of Improvements. AU Improvements located on the Pond Lot, whether installed by Hollymead/29 or its successors and assigns, shall be and remain the property of Post Office, its successors and assigns, unless and until such Improvements shall be dedicated to the County. B. Right of Ingress and Egress. Hollymead/29, its successors and assigns, shall have the right and easement of ingress and egress over the lands of Post Office, its successors and assigns, to public and private roads for-the purpose of • constructing and maintaining the Improvements. C. Right to Inspect and Maintain Improvements. Except as otherwise provided herein, Hollytnead/29, along with its successors and assigns, shall have the right to enter the Easement Area to inspect, repair and maintain the Improvements. The Improvements shall be maintained as provided in Paragraph 3 herein. D. Right to Disturb and 'Maintain the Easement Area. Within the Easement Area, Hollymead/29, along with its successors and assigns,shall have the right to trim, cut or remove any trees, brush or shrubbery, remove fences, structures or other obstructions located in the Easement Area, install and maintain plantings .and other 2 landscape features and take other similar action reasonably necessary to provide adequate and fully functioning Improvements; provided, however, that Hollymead/29, its successors and assigns, shall comply with the requirements of any landscaping plan or other requirements imposed by the County on the Easement Area. Further, Hollymead/29, its successor and assigns, shall, at its own expense,restore the premises as nearly as possible to their original condition, which restoration shall include the backfilling of trenches, replacement of fences and shrubbery,reseeding or resodding of affected areas; and repair or replacement of structures and other facilities located outside of the Easement Area that were damaged or destroyed by such action. In addition, Hollymead/29, its successors and assigns, shall, promptly upon completion of any work contemplated hereunder, remove from the Easement Area all supplies, tools, equipment, trash and other debris resulting from the installation, maintenance or operation of an Improvement, and shall restore the surface thereof to its original condition as nearly as reasonably possible. Notwithstanding the foregoing, Hollymead/29, its successors and assigns, shall not be required to repair or replace anything identified in this paragraph if to do so would be inconsistent with the proper maintenance,operation or use of the Improvements. E. Temporary Construction Easement. Hollymead/29, its transferees, successors, assigns, agents and contractors, shall have a temporary construction easement upon, over, under and across the Pond Lot(the "Temporary Construction Easement") as necessary in order to construct, install, maintain, repair, change, alter and replace the Improvements. This Temporary Construction Easement shall expire upon completion of the work contemplated hereunder until further work is performed, in which event this Temporary Construction Easement shall be reinstated as necessary during the pendency of such other work. F. Mechanic's Liens. Hollymead/29, its successor and assigns, shall indemnify and hold harmless Post Office, and any successor owner of the Pond Lot, from all mechanic's liens filed against the.Pond Lot arising from or out of the construction or maintenance of the Improvements initiated by Hollymead/29, its transferees, successors, assigns, agents and contractors, which indemnity shall include any court costs or expenses, including reasonable attorney's fees, incurred by Post Office, its successor and assigns, as a result thereof. Any such lien filed against the Pond Lot shall be promptly released or bonded off by Hollymead/29, its successors and assigns, but in no event later than thirty (30)days after the filing of such lien. 2. Private Maintenance of Improvements. The Improvements shall be privately maintained as follows: A. Post Office, its successors and assigns, which may include the Association referenced below, shall maintain the Improvements as provided in Paragraph 3 3 • herein, except that Hollymead/29 alone, its successors and assigns, shall be responsible for maintenance of those Improvements solely serving the Hollymead/29 Property as more particularly described in Paragraph 3. B. Hollymead/29 shall have a perpetual easement over the Pond Lot as necessary to perform the maintenance required hereunder. C. No public agency, including the County, shall be responsible for maintaining or repairing the Easement Area or the Improvements, and in no event shall the terms of this Deed of Easement be construed to impose any such obligation on the County. 3. Standard to which the Improvements shall be maintained. Post Office, its successors and assigns, which may include the Hollymead Area C Owners Association, Inc. (the "Association") pursuant to the terms of the Area C Declaration, shall maintain the Improvements, except for those required to be maintained solely by Hollymead/29 as provided herein, so that they are in good working condition and are able to perform their design functions, as determined by the County. Hollymead/29 shall be responsible for maintaining those Improvements solely serving the Hollymead/29 Property as provided herein. Improvements solely serving the Hollymead/29 Property shall include all portions of the Drive-Through Lane defined below and retaining wall to be installed and constructed within the "New 8' Access & Retaining Wall Easement" and all landscaping to be installed within the "New 29' Landscaping Easement" as depicted on the attached Exhibit A. For purposes.of this Deed of Easement, the term "to maintain" or any derivation thereof shall include maintaining, repairing, replacing, reconstructing, changing, altering and correcting the Improvements. The Improvements shall be maintained promptly whenever they are not in good working condition or are unable to perform their design functions. Any maintenance of the Improvements by Post Office, its successors or assigns, or by the Association, shall only be done in a manner consistent with the County approved site development plan for the Hollymead/29 Property unless otherwise directed by the County. 4. Drive-Through Lane. Hollymead/29 shall be solely responsible for the construction and future maintenance of the portion of drive-through lane to serve the Project(herein,the "Drive-Through Lane")to be constructed and located within the "New 8'Access and Retaining Wall Easement" depicted on Exhibit A hereto. Hollymead/29,its successors and assigns, as owner of the Hollymead/29 Property, including any tenants, licensees, customers, and business invitees thereof, shall have a permanent non-exclusive right of ingress and egress over, through and across the Drive-Through Lane portion of the "New 8' Access and Retaining Wall Easement". Hollymead/29, and any successor owner of the Hollymead/29 Property, shall (i) indemnify and hold harmless Post Office, and any successor owner of the Pond Lot, including the Association, from all claims, • 4 liabilities, damages, and expenses arising from the use and operation of the Drive- Through Lane, and (ii) shall maintain at all times commercial general liability insurance with a combined single limit of not less than Two Million Dollars ($2,000,000) and shall name Post Office, or the then applicable successor owner of the Pond Lot, as an additional insured. 5. Estoppel Certificates Within fifteen (15) days after written request by either party hereto, the other party shall furnish to said requesting party and/or any mortgagee or purchaser of said requesting party an estoppel certificate stating that (i) the provisions of this Deed of Easement are in full force and effect and have not been modified or amended (or, if so modified or amended, specifying any such modifications or amendments),(ii) no default exists by the requesting party under the terms of this Deed of Easement (or if a default so exists, stating the nature of such default) and (iii) such other matters concerning the status of this Deed of Easement or the obligations of the Owners hereunder as shall be reasonably requested. 6. Private Rights. Until such time as they may be dedicated to public use and maintenance, the Easement Area and Improvements are private and shall be maintained exclusively by Post Office or the Association as referenced above, or by Hollymead/29 as set forth above. Nothing contained herein shall be construed as,or be deemed to create, any rights, for the benefit of the general public in the Easement Area or the Improvements, 7. Matters of Record. The conveyances made and rights granted in this Deed of Easement are made subject to all applicable easements, restrictions, covenants and conditions of record in the chain of title to the respective parcels. 8. Notices. All invoices and notices required hereunder shall be mailed to the appropriate party as required hereunder by certified mail, postage prepaid, and return receipt requested,or by recognized courier service, such as FedEx or UPS, with delivery receipted, to the address reflected below, or at such other address(es) as such party may designate, in writing,to the other party: If to Post Office: Charles Wm. Hurt, Trustee of the Post Office Land Trust 195 Riverbend Drive Charlottesville,Virginia 22911 5 If to Hollymead/29: Hollymead/29,LLC 703 East Jefferson Street Charlottesville,VA 22902 9. Recordation. This Deed of Easement shall be recorded in the Clerk's Office of the Circuit Court for Albemarle County,Virginia and shall constitute a covenant running with the land to the extent hereinafter provided. Except as otherwise expressly provided in this Paragraph 9, this Deed of Easement shall be binding upon Post Office and Hollymead/29 and their respective administrators, executors, assigns, heirs and other successors in interest including any owners' association. By its acceptance and recordation of this Deed of Easement, Hollymead/29 shall be deemed to have agreed to, and accepted, all obligations imposed hereunder upon it or the Hollymead/29 Property. 10. Modification. The terms of this Deed of Easement shall not be amended, modified .or terminated and no waiver of any provision hereof shall be effective unless set forth in a written instrument executed with the same formality as this Deed of Easement. 11. Severability. If any provision of this Deed of Easement shall be unenforceable in • whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Deed of Easement, as circumstances require, and this Deed of Easement shall be construed as if such provision had been incorporated herein as so limited or as if such provision had not been included herein,as,the case may be. 12. Counterparts. This Deed of Easement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together Anil constitute a fully executed instrument. 13. Choice of Law. This Deed of Easement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. [Signature Page Follows] 6 Charles Wm.Hurt,as Trustee fort e Post Office Land Trust ,/177 c:IZZ2/ Shirley L.Flier,as Trustee for the Post Office Land Trust COMMONWEALTH OF 'GINIA 24-1(/COUNTY OF ,i, _ (et; - ,to-wit: �/to ('� The foregoing instrument was acknowledged before me this /`S' day of_crT«..4eir; 2016,by Charles Wm.Hurt,as Trustee for the Post Office Land Trust. My Commission Expires: r te--30, ,2017 Notary Public STEPHEN M. MELTON NOTARY PUBLIC REG.#102070 �� OOMM SINN TH VINE NIA 30, COMMONWEALTH 0 G MY COMMISSION EXPIRES JUNE 30,2017 9-1'1 /COUNTY OF !1>uc- ,to-wit: /141 • The foregoing instrument was acknowledged before me this qday of t_�941� ,; 2016,by Shirley L.Fisher,as Trustee for the Post Office Land Trust. My Commission Expires: `,,%L - A /16 4„, Notary Public STEPHEN M. MELTON NOTARY PUBLIC REG.#102070 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JUNE 30,2017 7 Q:1Data Files1HURTIHURT REAL ESTATE1Hollymead-29 Sale TM 32-41D4(01882H)1Deed of Easement.docx 1 , 1 ..\ / . T.M. 32-41 D5 OWNER: HTC HOTEL, LLC j I D.B. 3667-685 1.97 ACRES I ' ZONING:PD—MC CURRENT USE: VACANT '/ I N41°17'58"E 294 / I g aiB"GEF4 = 35°41'36" - °�dj sE"Fwr R =115.00' L =71.64' T =37.03' =70.49' J C3=S11°11'I9"E / ,/ J STOP/MATER MANAGEMENT. / / CDNSTRUC7IDN 6 EASEMENT (D.B. SD7B-389) / T.M. 32-41 D4 T.M. 32-41D3 OWNER: HOLLYMEAD/29 LLC : OWNER: POST OFFICE LAND TRUST D.B. 4654-212 (7/ i D.B. 2904-065 1.13 ACRES 1.74 ACRES ZONING:PD—MC / ZONING:PD—MC CURRENT USE: VACANT USE: OPEN SPACE j 1 w m ° N. LO N. 20' PERM. CRAINAGE EASEMENT (D.B. 2789-125) co rn 1_^-1"'-_- w VIRGINIA ELECTRIC AND POWER\_ ^ —_-_— ��// `y COMPANY EASEMENTID.B. 2687-325) 20' SANITARY SENER ESMNew 29'7. NO ' Landscaping(D.B.2789-126) Nast____________ .__. ....... __..._ _ S39°?0'46"W 24.12' New 8' Access & Retaining Wall 7I244 Easement MMANOC PAINT w.-c U.S. ROUTE 29 — SEMINOLE TRAIL EXHIBIT SHOWING PROPOSED ACCESS, RETAINING WALL, & LANDSCAPING EASEMENT FOR: HOLLYMEAD TOWN CENTER BOJANGLES SHEET 1 OF 2 08/25/16 SHIMPENGINEERINC P.C. 20 0 20 ao 60 sismasms ENGINEERING-LANDPLANNING-PROJECT MANAGEMENT ■ ■1 ■ ■ ■ 201 E MAIN ST. STE M PHONE: (434) 227-5140 SCALE: 1"�20� CHARLOTTESVILLE. VA 22902 JUSTIN06HIMP-ENGINEERING.COM / / // / /// // I /( T.M. 32-4'D5 T.M. 32-41D3 OWNER: HTC HOTEL, LLC OWNER: POST OFFICE LAND TRUST D.B. 3667-685 D.B. 2904-065 1.97 ACRES 1.74 ACRES ZONING:PD—MC ZONING:PD—MC CURRENT USE: VACANT CURRENT USE: OPEN SPACE er 3' Landscaping Easement I I \ // STORMWATER MANAGEMENT. CONSTRUCTION S LANDSCAPE / EASEMENT (O.b. 2678-389) ?>ge, 4SE NT N = 35'41'36., R -"15.00' L =71.64' (. -37.03' T.M. 32-41 D4 OWNER: HOL'-YMEAD/29 LLC D.B. 4654-212 1.13 ACRES ZONING:PD—MC CURRENT USE: VACANT EXHIBIT SHOWING PROPOSED ACCESS, RETAINING WALL, & LANDSCAPING EASEMENT FOR: HOLLYMEAD TOWN CENTER BOJANGLES SHEET 2 OF 2 08/25/16 SHIMPENGINEERING, P C. 20 ■ ■ ■ ■0 22040 60 ENGINEERING•LANDPLANMNG-PROJECT MANAGEMENT ■ ■ ■ ■ ■ mismo Immimme S^A'�.• =not 201 E MAIN ST, STE V PHONE. (434) 227-5140 CALL G CHARLOTTESVILLE. VA 22902 JUSTIN®SHIMP-ENGINEERING.COM Pap.'of 12 Insbement Control Number 0 0 1 3 .C ' Commonwealth of Virginia Land Record Instruments . Cover Sheet-Form A I1JIIUl®UO,AI®I®11i coo Is: 0110038,40012 Typo DEE Recorded` 03/28/2004 at ,4:98:40 P11 (ILS VLR Cover Sheet Agent 1.0.01) F eeaAaa�t; Cg0Yp2t0yPyape 1 of 12 Flbv Marenall'G1AeMc Otroutt Court T C Date of Instrument: [12312004 ] FI L$4 2804-eeeaiaae X R Instrument Type: [DE I BK2678 X425-436 E P Number of Parcels [ 3] X Number of Pages [ 10] E for w City['County® [Albemarle Canty ] ` Deed Stamp Only) p First and Second Grantors L I Last Name I First Name I Middle Name or Initial I Suffix [Hurt ][Charles I[W ][Trustee ] ❑❑ [Fisher ][Shirley l[L ][Trustee ] First and Second Grantees I Last Name I First Name I Middle Name or Initial I Suffix I ❑® [Hollymesd Town Center,][ 1 I 1[ 1 ❑❑ [ II ][ II 1 Grantee Address (Name) [HOLLYMEAD TOWN CENTER,LLC ] (Address 1) [care of Regency Realty Group,LLC ] (Address 2) [8818 Westwood Center Drive-Suite 300 ] (City,State,Zip) Mena 1 [NA] [22182 ] Consideration[0.00 ]Existing Debt[0.00 ] Assumption Balance[0.00 ] Prior Instr.Recorded at:City ❑ County® (Albemarle County 1 Percent In this Jude. [ 100] Book [ ] Page [ 1 Instr.No [ I Parcel Identification No(PIN) [03200-00.00-04280,03200-00-00-042D0 I Tax Map Num. (If different than PIN) [32-42B,32-42D ] Short Property Description (Hollymead Area B ] [ 1 Current Property Address(Address 1) [ I (Address 2) ( ] (may.fie.Zip) I ][ 11 I Instrument Prepared by (LeClair Ryan ] Recording Paid for by (Commercial Title Group ] Return Recording to (Name) (LeClair Ryan l (Address 1) [123 E Main 8th Fl ] (Address 2} ( l (City,State.Zip) [Charlottesville ][VA][22902 I Customer Case ID ( 1 I J( 1 air,y ;.F ....)/i.•.•1.11;'','.,,,',.„i.,1.,.1/./, •0:,l lie'06 4, 'li 7u1, �r �"I Cover Sheet Page fi1of2 . it, ' �i ., , Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:1 Page 2 of 12 • • ,• ' Instrument Control Number Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form C . its VLR Cover Sheet Agent 1.0.1111 # Date of Instrument (1/23/2004 ] R IR 0 Instrument Type: IDE I AAR N N P Numberof Parcels [ 31 T T O E Number of Pages 1 10] R E City 0 County fil [Albemarle County ] (Box for Deed Stamp Only) Grantors/Grantees/Parcel Continuation FordC Last Name I First Name . I Middle Name or Initial I Suffix ——— E3 Gd 8 A Poet Office Land Trust ]( II II I HIIHOal I HABH 1 II It IL II II I II II HI I H H I I I Prior Instr.Recorded at City 0 County[ J (Albemarle County ) Percent In this JUTIL 1 100) Book [ I Page 1 ] Instr.No [ 1 Parcel Identification No(PIN) [03200-00-00-042E0,03200-00.00-0430 1 Tax Map Num. (If different then PIN) [32-42E,32-43 1 Short Property Description [Hollymead Area B 1 • 1 ] Current Property Address(Address 1) ( 1 (Address 2) 1 1 (0ItY,State,ZIP) 1 II II I Prior Instr.Recorded at City 0 County BD [Albemarle County ] Percent In this Jude. ( 100] • Book [ I Page I I Instr.No 1 ] Parcel Identification No(PIN) (03200-00-00-043A0 1 Tax Map Num. Of different then PIN) [32-43 1 Short Property Description [Hollymead Area B 1 I 1 Current Property Address(Address 1) [ 1 (Address 2) [ 1 (City,Stets,Zip) [ H 11 1 1 ,i,.'+ ', niii.141 eilt'; .'..i.• t'l>,{I'..?.14;4 : Ef'›rrikt•i.,;11 il.'r,.il Cover Sheet Page#2 of 2 Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:2 Pap 3of12 p• � Memel prapirod by: Dr1"°"'1�'�i 1 �c o 1aChtr Cyan 123 Iso!Main Suver 86 poor Cbarbaosvlik,Virginia 22902 Tax mop 32,Panxls4213,42D,42E,43and 43A CROSS ACCESBEASEMENT AND CONSTRUCTION AGREEMENT THIS CROSS ACCESS EASEMENT AND CONSTRUCTION AGREEMENT (the "Agreement")is made as of this 21 day of January,2004,by and between CHARLES WM.HURT AND SHIRLEY L. FISHER, TRUSTEES OF THE POST OFFICE LAND TRUST (Post Office") and HOLLYMEAD TOWN CENTER,LLC,a Delaware limited liability company("Hollymead,"and together, the"Owners"). RECITALS: R-1. Post Office is the owner of certain real property(the"Post Office Property")located in the Rivanna Magisterial District of Albemarle County,Virginia,depicted as TM 32 Par 4113 on plat of Rivanna Engineering & Surveying, PLC, dated September 15, 2003, attached hereto as Baggs_45,and recorded herewith(the"Plat"). R-2. Hollymead is the owner of certain adjacent real property(the"Hollymead Property")upon which Hollymead intends to place a commercial development(the"Project"),which property is located in the Riven=Magisterial District of Albemarle County, Virginia, and described more particularly on plat of Rivanna Engineering&Surveying,PLC,dated March 7,2003,last revised December 18,2003,as Lot F containing 5.16 acres,d containing 5.15 acres,Lot C containing 3.61 acres,Lot D containing 8.38 acres and Lot B containing 2.68 acres,which said plat is of record in the Cleric's Office of the Circuit Court of Albemarle County,Virginia,at Deed Book 2672,page 732. A portion of the Hollymead Property is depicted on the Plat as TM 32 Par 43. R-3. In conjunction with its development of the Project,Hollymead,its successors,assigns and transferees,intends to construct a truck entrance,road and landscaping on the Post Office Property from U.S Route 29 southbound for the use and benefit of Hollymead and the Project. WITNESSETH: NOW,THEREFORE,in consideration of the covenants herein contained and for the mutual benefit of all present and prospective owners of the Hollymead Property,the Owners agree as follows: 1. Construction of Entrance and Road. Hollymead shall construct or cause to be constructed entirely at its own expense improvements consisting of an entrance end variable-width roadway located within that certain area described on the Plat as the Entrance Area Construction and Cross-Acs Easement,in accordance with the requirements of Albemarle County(the"Hollymead Improvements"). Post Office shall construct or cause to be constructed entirely at its own expense improvements consisting of a variable-width roadway connecting to the Hollymead Improvements and located within that certain area described on the Peet as the Drive Lane Construction and Cress-Access Easement(the"Post Office Improvements.).Without in any way limiting Post Office's nMpqnsibility for conetnicting the Post Office Improve mmb,Hollymaad shall also have the right to construct or cause to be ccnstnrcted all or part of the Post Office Improvements,with such work to be reimbursed by Post Office upon approval by the County of Albemarle of a final site plan for Post Office Property. 2. jadansaaag., Post Office does hereby GRANT and CONVEY for the use and enjoyment of Hollymead,its heirs,administrators,personal representatives,ducceasorr,assigns.tenants,other occupants and peoaittees and their respective employees, agents, sublessees, licensees, contractors and invitees,a perpetual,non-exclusive easement and right-of-way for vehicular ingress and egress,including, • Book: 2678 Page: 425 FiieNumber:2004-00001386 Seq:3 Peg.4 of 12 Driveway bested Target(Exhibit D) without limitetion,Ingresstnui egress by delivery tticltit,t trailers,tea y t end Itetni4to and*mut O.S. Route 2? Seminole ail:over and< the'WOW-depicted'40"'Ow l as the�' CrosY'� Arca Construction and Esenno rt end the Write Lane end CrosaA �(the *Basement Areal*the purpose of providing ingress,egress and other access to the Ifollymead P omperty 3. Past Office does hereby GRANT and CONVEY to Hollyrt d.Its Munro**.s�S assigns,gents and etintinctoes.a terVeratYilltaintiSt.over the Post Office Property to pert HefyInead"o ccnatmct,in ill,Wit,rePair.niter and rt plttee the Easement Area,Including esseinktras cesaaryforgluep tooling"ofthe± ire, yioMaiOncottitO1 Meativea, landscaping,:*Wage"or -end,etIMPMent and mon of"ttteffc,which`ate shell OM* effect only unIoneh cearniction is completed,but shall automatically be reinstated during the pendency of any wet thereafter PetThinterl. 4 - .. ltsdlymeed,"!ht encentiors and aangfq, *halo.at its expense,the HYollytoend iaaPInteinnittr: Post. ice,its end`as ,shalt .: ks ninon.).the°Porn Entice beprovelmaats.: he Owners keep tial'**Sett*portions of theme Area clew r of waste, debris,IC; thud:anybstitmttio n to the acted use Of the Area,�t such restos*be regttitad n conn an�,p _of maintrininee. Mtabizt itt l mating Post Office's"responsibilityfor sesinteleSts portion of Post00106';18 s to main tie Pt*Office IMPteeenlent14.HeillYniad"shall then lave die.tied to;. ;or ease 40 be m intained the Pest '�? wits,wit" li'. ".0°.tet teittibutiet by Post 0111cc pts epon.Ho1[yai lion*tog Offe'or*Unice for tfi a act a l Int:0*attleteninee perfottned,`Withouthra' " limiting restietiSlebV fir amkboldning its portionthe Area,and provided thineSeises ser 1 141,00002SIa 00rPelisieitillbleired,inthe event that ltollytnead'fi `te�hdn°the'H d. ik t :Sabihave t;to. mettle,tar. to be ia>ued•the: >3 s, wit suck x." to be rebelut d by lHdllymeed pie** n Poet Orteets-Presentation to lfoilymaad oft l invoice far the actual Lost of he maintenaact performed. 5. )3asement for Installation and Maintenance of the Off-Site Landscaping. Hollymead,its successors and assigns, shall be solely responsible for the installation, construction and maintenance of landscaping in accord with any requirements of the County of Albemarle within that area designated on the Plat as Off-Site Landscaping Easement(Area 1)(the"lam'-Site Landscaping Easement"). Said maintenance responsibility shall continue only until the County of Albemarle releases the bond posted by Hollymead for the work to be performed on the Off-Site Landscaping Easement,at which time said maintenance responsibility shall terminate and Post Office shall then become solely responsible for said maintenance. Post Office does hereby GRANT and CONVEY for the use and enjoyment of Hollymead,its heirs,administrators,personal representatives,successors,assigns,tenants,other occupants and permittees and their respective employees, agents, sublessees, licensees, contractors and invitees, a temporary, non-exclusive easement to construct, install,maintain,repair,alter,raze and replace the landscaping within the Off-Site Landscaping Easement during the period Hollymead is responsible for construction and maintenance of the Off-Site Landscaping Easement pursuant to this Paragraph 5. 6. Estoppel Certificates. Within fifteen(15)days after written request by either party hereto,the other party shall furnish to said requesting party and/or any mortgagee or purchaser of said requesting party an estoppel certificate stating(i)that this Agreement is in full force and effect and has not been modified or amended(or, if so modified or amended,specif)'ing any such modifications or amendments),(ii)that no default exists by the requesting party under this Agreement(or if a default so exists,stating the nature of such default)and(iii)such other matters concerning the status of this Agreement or the obligations of the parties hereunder as shall be reasonably requested. 7. private Rights. Subject to Paragraph 8 hereof,the Easement Area and Off-Site Landscaping Basement are private and shall be maintained exclusively by the Owners. Nothing contained herein shall be 2 Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:4 • Papa 5 of 12 • Driveway behind Target(Exha it D) construed as,or deemed to create,any rights for the benefit of the general public in either the Hollymead Property or the Post Office Property. 8. Future Dedication. Nothing in this Agreement shall be construed to prohibit or in any way limit the right of the Owners(provided the Owners agree unanimously)to dedicate any part of the Easement Area as a public road. 9. Matters of Record. The conveyances made and rights granted in this Agreement are made subject to all applicable easements,restrictions,covenants and conditions of record in the chain of title to the respective parcels. 10. Noticea. All invoices and notices required hereunder shall bo mailed to the appropriate party as required hereunder by certified mail,postage prepaid,and return receipt requested,or by recognized courier service,such as FedEx or UPS,with delivery receipted,to the address reflected below,or at such other address(es)as such party may designate,in writing,to the other party: If to Grantor: Charles Wm.Hurt,Trustee of the Post Office Land Trust 195 Riverbend Drive Charlottesville,Virginia 22911 If to Grantee: Hollymead Town Center,LLC C/o Regency Realty Group,LLC Attention:Taylor Chess 8618 Westwood Canter Drive-Suite 300 Vienna,Virginia 22182 11. Recordation. This Agreement shall be recorded at the Cleric's Office of the Circuit Court for Albemarle County, Virginia and shall constitute a covenant running with the land to the extent hereinafter provided. Except as otherwise expressly provided in this Paragraph 11,this Agreement shall be binding upon Post Office and Hollymead and their respective administrators,executors,assigns,heirs and other successors in interest including any owners'association. Notwithstanding the foregoing,during the period in which Hollymead shall retain title to at least ten(10)acres of the Hollymead Property,the grantee or other transferee(and its successors and assigns) of any conveyance or other transfer of the Hollymead Property shall not be liable under this Agreement for either the performance by Hollymead of the maintenance and construction obligations hereunder or the payment by Hollymead of any sums due hereunder(together,the"Hollymead Obligations");instead, Post Office hereby agrees that,during the period in which Hollymead shall retain title to at least ten(10) acres of the Hollymead Property, Post Office shall look solely to Hollymead for payment and performance of the Hollymead Obligations and not to any other grantee or transferee of the Hollymead Property. During the period in which Post Office shall retain title to at least ten(10)acres of the Post Office Property,the grantee or other transferee(and its successors and assigns)of any conveyance or other transfer of the Post Office Property shall not be liable under this Agreement for either the performance by Post Office of the maintenance and construction obligations hereunder or the payment by Post Office of any sums due hereunder(together,the'Post Office Obligations");instead,Hollymead hereby agrees that,during the period in which Post Office shall retain title to at least ten(10)acres of the Post Office Property,Hollymead shall look solely to Post Office for the payment and performance of the • 3 • • Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:5 Page B et l2 Driveway behind Target(Exhibit D) • Post Office Obligations and not to any grantee or other transferee of any portion of the Post Office Property. Without limiting the generality of the foregoing,if a portion of the Hollymead Property shall hereafter be conveyed to Target Corporation('Target'),and such portion so conveyed shall not exceed twelve(12)acres,and shall not be the Hollymead Triggering Transfer,as herein defined,then Target and its successors and assigns shall have no liability under this Agreement for payment or performance of the Hollymead Obligations; Post Office hereby agreeing that it shall look solely to Hollymead and any successor owner of the remainder of the Hollymead Property(subject to the foregoing provisions of this Paragraph 11)excluding the portion thereof conveyed to Target,for payment and performance of the Hollymead Obligations. Upon the occurrence of a conveyance or other transfer by Hollymead of all or a portion of the Hollymead Property, after which conveyance or other transfer the residue of such Hollymead Property retained by Hollymead shall be less than ten(10)acres(the"Hollymead Triggering Transfer"), liability for the performance and payment of the Hollymead Obligations thereafter shall attach to and run with ownership of that portion or portions of the Hollymead Property transferred or conveyed pursuant to the Hollymead Triggering Transfer,as well as ownership of any portion or portions of the Hollymead Property then retained by Hollymead. Upon the occurrence of a conveyance or other transfer by Post Office of all or a portion of the Post Office Property,after which conveyance or other transfer the residue of such Post Office Property retained by Post Office shall be less than ten(10)acres(the"Post Office Triggering Transfer"),liability for the performance and payment of the Post Office Obligations thereafter shall attach to and nm with ownership of that portion or portions of the Post Office Property transferred or conveyed pursuant to the Post Office Triggering Transfer,as well as ownership of any portion or portions of the Post Office Property then retained by Post Office. 12. Successors and Maims. The terms and provisions of this Agreement are deemed to be covenants running with the land that aro binding upon and inure to the benefit of the transferees,successors, devisees and assigns of the parties hereto and any person claiming by,through or under them. Subject to the provisions of Paragraph 11 hereof;upon any transfer or conveyance of all or a portion of the Hollymead Property or the Post Office Property,the grantor or other transferring party shall be automatically released from all further liability and obligations under this Agreement with respect or relating to the property so transferred or conveyed. Any obligations contained herein shall be construed as covenants and not as conditions,and a violation of any said covenants shall not result in a forfeiture or reversion of title to the easements herein granted. 13. Modification.This Agreement shall not be amended,modified or terminated and no waiver of any provision hereof shall be effective unless set forth in a written insonnnent executed with the same formality as this Agreement 14. Severability.If any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid,or shall be excised from this Agreement,as circumstances require,and this Agreement shall be construed as if such provision had been incorporated herein as so limited or as if such provision had not been included herein,as the case maybe. 15. Counterparts.This Agreement may be executed in two or more counterparts,each of which shall constitute an original and all of which taken together shall constitute a filly executed instrument 16. Choice of Law. This Agreement shall be governed by and construed in accordance to the laws of the Commonwealth of Virginia. 4 Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:6 Page 7 of 12 Driveway behind Target(Exhibit D) WITNESS the following signatures and seals. Charles Wm. Hurt, as Trustee for the Post Office Land Trustl ",...1. 42r-i4/ Shirley L.Fisher,as Trustee for the Post Office Land Trust ' _4/11.7 1"-- ,." .._.i HOLLYMEAI)TOWN CENTER,LLC,a Delaware limited liability company By: Regency Realty Group,Inc.,a Florida corporatiopager By: Its: .' C JqT,.....-t3 COMMONWEALTH OF VIRGINIA .1I1/COUNTY OF VA( hy- 1914 The foregoing instrument was acknowledged before me this• day of bu ► . 200_by Charles Wm.Hurt,as Trustee for the Post Office Land Trust. )111.41— D•r.-4,,. - otary Public My Commission Expires: .3.- (-Q b ' COMMONWEALTH OF VIRGINIA „OITYJCOUNTY OF F4412141( .• -rte ' • The foregoing instrument was acknowledged before me this (� day ofd k,.- 200 S by Shirley L.Fisher,as Trustee for the Post Office Land Trust. : b•157 otary Public y Commission Expires:3�3,I—0 Co 5 Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:7 • Papa g of 12 Drheway behind Target(Fsblbit D) COMMONWEALTH OF VIRGINIA CITY/COUNTY OF e{ • The foregoing instrument was acknowledged before me thise elday of 200.$by-roI�..yy..&n, Q.(i 3 , U,P.- of RR Group,ManagJ'of HOLLYMEAD TOWN CENTER,LLC. 521. i2tAtati Notary Public My Commission Expires: w-30-6 6 Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:8 Pats 9 of 12 Driveway habitat Target(Exhibit D) gxhibit A [the Plat] 7 Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:9 • P80,10(412 ' ' ' • Maiag0l6YeT>•Ia( ND1 100 - 0 . 100 1100 0" • OCMs7123 1 1 . \ :WOW 0.HIES r. et MID=Ns a ej 1016 he \ X. •b2. Oil! P t ON llaad„Taal \\ \\ 561'E O01it00P*1-11PId \\ \ ' - 7aaak PD-YC \ \ -. . n.12.55 -..12.05 \\ •\\ .. .'•pec • •'•r • t00.00'+�a. .• i�.\ �\ .. 111 a Pr OD .`.' LC }1 .•..7i . � � .` `� .....s4 "-..\ �\ Oe 106.-1011188 ndelve .�;:x:L'::•.'t 1 \ \\ mid Po-NO N 6017(61: '745' t } \ 00'Bufdhf }0'Adan' !IR \<4)\\ N.}V Ion Easementill r Risked Md Tem n �a 16' /-- \;\ ;\r. 110 It'll OM tee man aMI` Emma 11 1 OC'Map ..,�� ?/r 1 l 1 R Naafi t' •..— Jr..J a Atohaw .,�. m, Ase --- CadaeOaa aq -� tai , GOMt-Aeras Earned ... �^ � I+aAa>a11'N 20'Son Seaw"'1, --1 _. ..,,if EmwM1 Eanmanl �! osilla - — MT 112.16616 omens am TAX IW 22 PARCELS 410 t 41 ROUTE 29 SEMINOLE 1RAL HOLLYMEAD TOWN CENTER VARIABLE IIDTR•R/W now MET,?MOM COUNTY%SWIM ME r•105 doe 51M=m,1003 370051409 ...... MANNA MEMO 0=WYK RC P.O.em170071 al*.OTIE0}ME,W.22101 P:4.14J14.1500 P.!31584./883 .. _ Book: 2678 Page: 425 FileNumber.2004-00001386 Seq:10 Pulp 11 of 12 CONSENT.SUBORDINATION AND PARTIAL RELEASE BY TRUSTEES AND BENEFICIARY J. PETER RICHARDSON and AVID W. KUDRAVETZ (the "Trustees"), and FIRST COMMUNITY BANK,Piernose address is P.O. Box 950, 211 Federal Street, Bluefield,West Virginia 24701.(the"Beneficiary"),are,respectively,the trustees and beneficiary under that certain Deed of Trust from CHARLES WM.HURT AND'SHIRLEY L.FISHER, TRUSTEES OF THE POST OFFICE LAND TRUST dated December 11,1997,and recorded in the Clerk's Office of the Circuit Court of Albemarle County,Virginia at Deed Book 1661, page 123(the"Deed of Trust"). In consideration of the premises and the intent of the parties to be legally bound,the aforesaid trustees and beneficiary do hereby JOIN IN,RATIFY and CONFIRM the foregoing Cross Access Easement and Construction Agreement ("Deed of Easement') for the express purposes of consenting to such Deed of Easement, subordinating all of their right, title and interest under the Deed of Trust to the operation and effect of the Deed of Easement and releasing from the lien of their Deed of Trust the areas depicted on the Plat as the Entrance Area Construction and Cross-Access Easement, the Drive Lane Construction and Cross-Access Easement and the Off-Site Landscaping Easement(Area 1). IN WITNESS WHEREOF, the Trustees and Beneficiary have each executed this Consent, Subordination and Partial Release by Trustees and Beneficiary or caused it to be executed on its behalf by their duly authorized representatives,this 2&day of s ,,, , ,20e J.Peter Richardson,Trustee for First Community Bank,Jne. .r/.9. D: 'd W.Kudravetz,Trustee for First Community First Community Bank,Jae'A Its: lit r f;...t Book: 2678 Page: 425 FileNumber.2004-00001386 Sag:11 • • . . . , . Pap 12 0112 . • Oak 1,1064- GAMMANWEAL-TH-OF WREIINIA CITY/COUNTY OF Aierde.r • The foregoing instrument was acknowledged before me this /( day of 20e by J.Peter Richardson,Trustee for First •mmunity Bankjne:/s..,./0. MO&SEAL 11NOTPRYPUOUO .1 .firlirN, STAMM Neff MONA N. Public ; RITA LORRAINLPALEY Commission Expires: /leetyitaa.)/...420// wi =tw mot itomookinaplistkimsor Woo COMMONWEALTH OF:41.112Ae4 CITY/COUNTY OF e...k lz• • The foregoing instrument was acknowledged before me this flday ofizoLuelvs...# 200.1 by David W.Kudravetz,Trustee for First Community Bank Jae:,mo it7M..r/44-% /•?tary-4-kblic My Commission Expires: /3/2/1/4640V .I - • • V.3.4.. . V anit..vti.ei— COMMONWEALTHictRGIDIIA. A .. CITY/COUNTY OFL .1 The fo i •t as acknowledged before me this NA-day o62.tuatia., 2004 by . • a SVAstiZzaec..littfig First Community Bank, erpcoLso.4. .11 IL. 474I ' , NOTARY PUBLIC 111r418.. sTATII OF NW WORM Notary Pu• c 511 Effitil Vsf R My Commission Expires:appal 3C.), c..0 - Sty asvainbn WINN 044 AMU • RECORDED IN CLERKS OFFICE OF AU3EMARLE ON AnsifT252004 AT 408:431 PM SO= AS REQFIANTOR TAX PO QUIRED BY VA CODE 158.1402 STATE:$0.00 LOCAL:$0.00 ALB 4,4116 .‘r-444 II 2 • • Book: 2678 Page: 425 FileNumber:2004-00001386 Seq:12 P•6•,of 46 018945 r Instrument Control Number Commonwealth of Virginia Land Record Instruments Cover Sheet-Form A '1I11U®®'11®1®fl . Doo 1St 661166786646 Type. SEE (ILSVLRCoverSheetAgenttO.8t] Recorded: le/12/2665 at retia.2 AM Fe i oPentlof46 ley Marshall clerk Circuit Court 1,—"C" Date of Instrument: [9/1/2005 ] Fi es 2665-se5ta64s X R InstrumentType: [DEC 1 4(3065 p6361-406 E P Number of Parcels 1 1] X Number of Pages [ 45] E City❑County® (Albemarle County 1 (sox for Deed Stamp Only) P First and L _ I Last Nems I First Name Second cantors Marne or Initial I suffix ❑❑ FISHER TR ] [SHIRLEYLES 11Wm 11 I 1((L l I 1 First and Second Q I Last Name I First Name Middle Items or Initial F Suffix ❑ 0 Q [NA ](NA I[ ]I 1 U [ (( If ][ l Grantee Address (Name) [NA j (Address 1) [NA I (Address 2) [NA ] (City.State,cep) INA 1 NA 1 (NA 1 Consideration[0.00 1 Existing Debt[0.00 ] Assumption Balance[0.00 ] Prior Instr.Recorded at:qty 0 County❑ [ ] Percent In this Jude. ( 100] Book [ 1 Page I I Instr.No [ ] Parcel identification No(PIN) [03200.00-00-041M ] Tax Map Num. (If different than PMN) [same ] Short Property Description [Hollyrnead Town Center-28.60 acres on Tknbetwood Blvd plus ) [ 1 Current Property Address(Address 1) [Route 29 North ] (Address i) ( 1 (City.State,Zip) (Charlottesville ]NA 1[22911 1 Instrument Prepared by [McCallum&Kudravelz PC 1 Recording Paid for by [McCallum&Kudravetz PC ] Return Recording to (Name) (McCallum&ICudravetz PC j (Address 1) [250 E High Street 1 (Address 2) [ 1 (City,State,Zip) [Charlottesvlle 1 NA 1[22902 j Customer Cass ID [02000.1433]jjj 11 j (02000.1501 1I ] S:. r}at'I;r..I `4,.4,1 14` '.,I, l d'i•,,,( 1 t. ry �`_�'n�f.'r J0 :., ,rr 1- Cover Sheet Page tflof2 1r. ., 1- S,, ,. a'', Book: 3085 Page: 361,,AWN umber:2005-00018945 Seq: 1 Pegs s of 4sinstrument control Number 01'8 9 4 5 . i Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form 13 (ILS VLR Cover Sheet Agent 1.0.56) T Oki C Date of Instrument: [9/1/2005 1 A It ft 0 Instrument Type: [DEC 1 X re A R E T P Number of Paresis ( 1I X 0 E Number of Pages [ 45) �__..� ......__ .. _.._.._. _..� M R t City❑County® [Albemarle County ] (Box lar Deed 3hanp 0MY) P Grantors/Grantees/Parcel Continuation Form B i-_ L J W S L ism limn I Middle Name or bdRN 1 Suffix [POST OFFICE LAND 1[ 1[ 1 I [FIRST COMMUNITY 1[ H 1[ [DAMS TR 1[C 1(1NILt IAM 1[ I ][II l[ 1I 1 1I li ]( ( )[ 1t ][ [ ]t I[ 1[ [ l[If l[ 1[ I l( II l[ 11 1[ [ I[ J( 1[ [ 11 ][ I[ I 1[ 1( ]I Prior Instr.Recorded at:City 0 County 1 1 Percent.In this Juds. [ Book ( 1 Page [ 1 Instr.No I Parcelldentfcaton No(PIN) [ Tax Map Num. (If dr/went than PIN) Short PropertyOak:Nption [ Current Property Address(Address 1) 1 (Address 2) I (csy,Stet..ZfP1 ( I( )( r y '',Ii V)YR,;`j1,,} it I ',,:‘,'''127 i�,1'j i y � :��.. Cover Sheet Page F 2 of 2 Book: 3085 Page: 3131 FileNumber:2005-00018945 Seq:2 Page 3 014$ TMP 03200-00-00O4100 Prepared By: McCALLUM&KUDRAVETZ,P.C. 250 East High Street Charlottesville,VA 22902 (434)293-8191 THIS DECLARATION ("Declaration") is made and entered into this 1st day of September,2005,by CHARLES WM.HURT and SHIRLEY L.FISHER,AS TRUSTEES OF THE POST OFFICE LAND TRUST under land trust agreement dated October 27, 1997 ("Declarant"),and FIRST COMMUNITY BANK,N.A.(the"Bank")and C.WILLIAM DAVIS, as trustee(the"Trustee"). WITNESSETH: WHEREAS,Declarant is the owner of those certain contiguous tracts or parcels of land more particularly described on Exhibit A attached hereto(the"Property");and WHEREAS,Declarant intends to develop the land within the Property as integral parts of a mixed use development(the"Development"),containing both commercial and residential uses, in accordance with the Code of Development (ZMA 2001-020 Area C) (together with the Proffers,the Application Plans and all other exhibits and attachments,as amended,"the Master Plan")for the Property on file in the offices of County of Albemarle,Virginia(the"County"), which Master Plan has been duly approved by the County;and WHEREAS,the Master Plan on file with the County presently envisions the division of the Development into nine separate tracts or blocks of land("Blocks")as generally depicted on the attached Exhibit B;and WHEREAS,in order to provide for the orderly use,operation,and development of the Property and the Development,the Declarant desires to subject the Property to certain covenants, restrictions, easements,conditions,reservations,liens and charges to which the Property shall henceforth be aubject,each and all of which is and are for the benefit of the Property,and any lots or parcels to be hereafter created therefrom,and the Owners thereof;all as more particularly set forth herein and in the Governing Documents;and WHEREAS,the Bank and the Trustee,as the Lender and the Trustee,respectively,under that certain Credit Line Deed of Trust dated February 9,2005,recorded in the Clerk's Office of the Circuit Court of Albemarle County,Virginia(the"Clerk's Office"),in Deed Book 2918,Page 266,join herein to evidence their consent to this Declaration and the matters contained herein. NOW, THEREFORE, in consideration of the premises, the Declarant hereby declares that henceforth the Property is and shall be held, transferred, sold, conveyed, encumbered, developed, and occupied.subject to (i) the applicable covenants, restrictions, easements, 1 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:3 • Paye 4 of 48 conditions,reservations, liens and charges henceforth set forth,and any valid amendments or supplements hereto,which are imposed for the purpose of protecting the value and desirability of the Property and to provide for the orderly development and use of the Property and any parcels or lots created therefrom hereafter and consistent with the Code of Development, and(ii)the other Governing Documents. The provisions herein set forth shall run with the land and shall be binding upon any and all parties who have or shall acquire any right,title and/or interest in all or any part of the Property subject to this Declaration,and shall inure to the benefit of each Owner thereof,all as more particularly set forth herein. ARTICLE I DEFINITIONS The following terms,when used in this Declaration,shall have the following meanings: Section 1.01 "Agencies" shall collectively mean the Government National Mortgage Association(GNMA), the Federal Home Loan Mortgage Corporation(FHLMC), the Federal National Mortgage Association(FNMA),the Department of Housing and Urban Development including the Federal Housing Administration(HUD),the Veterans Administration(VA)or any other governmental or quasi-governmental agency or any other public,quasi-public or private entity which perforans (or may in the future perform) functions similar to those currently performed by any of such entities. Section 1.02 "Approved Site Plan" shall mean and refer to a site plan for the development of a Parcel which has been approved by the applicable Governmental Authorities. Section 1.03 "Architectural Control Board"or"ACB"shall mean and refer to the board established in Article VII below for the purposes of controlling and regulating the development and the external design, appearance, landscaping, grading and use of the Parcels and the structures and improvements thereon. Section 1.04 "Assessments" shall mean and refer to any assessments or charges, including but not limited to annual assessments, special assessments,reimbursement charges, special purpose charges,and other charges or expenses of any kind,assessed by the Association and charged to Owners of Parcels as set forth in the Governing Documents. Fees,charges,late charges, attorneys' fees, fines and interest charged pursuant to this Declaration shall be enforceable as Assessments under this Declaration. Section 1.05 "Association" shall mean and refer to the "Hollymead Area C Owners Association,Inc.",a Virginia non-profit nonstock corporation incorporated under the laws of the Commonwealth of Virginia,its successors and assigns,as further described in Article XI below. Section 1.06 "Block"shall mean and refer to any of those nine(9)separate tracts or blocks of land as described or set forth on the Master Plan for the Property on file with the County of Albemarle,Virginia,and as generally described on Exhibit B attached hereto. 2 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:4 • Pape 5 of 48 Section 1.07 "Block Cl Lots"shall mean and refer to lots A,B and C as shown on the Block CI Plat or as may be further subdivided. Section 1.08 `Block Cl Plat" shall mean and refer to that certain "Plat Showing Subdivision of Tax Map 32, Parcel 41D Hollymead Town Center Block Cl and Boundary Adjustment for TMP 32-41131,The Tiki Property Rivanna District,Albemarle County,Virginia" last revised January 17, 2005 consisting of 4 sheets prepared by Rivanna Engineering & Surveying,PLC of record in the Clerk's Office in Deed Book 2916,at page 22. Section 1.09 "Building Areas"shall mean and refer to any building areas on a Parcel as designated or shown on the Master Plan on file with the County or on any Approved Site Plan. One or more buildings may be located within a Building Area. In the event of any conflict between Building Areas as designated or shown on an Approved Site Plan and Building Areas as shown on the Master Plan,those designated or shown on the Approved Site Plan shall control. Section 1.10 "Code of Development"shall mean that certain document entitled Code of Development(ZMA 2001-020 Area C) as approved by the County of Albemarle,Virginia on August 6,2003. Section 1.11 "Common Area"shall mean any of those tracts or portions of the Property which the Declarant causes to be dedicated or deeded to the Association for the common use or benefit of the Association and/or the Owners, including but not limited to, Open Space 1 as shown on the Block CI Plat;provided Declarant shall have no right to dedicate any portion of the Block Cl Lots for,and no portion of said Block Cl Lots shall be deemed to be,Common Area for purposes of this Declaration. Section 1.12 "Constant Dollars"shall mean the value of the U.S. dollar to which such phrase refers,as adjusted from time to time. An adjustment shall occur on the 1st day of July of the fifth(5th)MI calendar year following the date of this Declaration,and thereafter at five(5) year intervals. Constant Dollars shall be determined by multiplying the dollar amount to be adjusted by a fraction,the numerator of which is the Current Index Number and the denominator of which is the Base Index Number. The"Base Index Number"shall be the level of the Index for the month closest to the date of this Declaration;the"Current Index Number"shall be the level of the Index for the month such Index is published closest and prior to the date of adjustment. The"Index"shall be the Consumer Price Index for All Urban Consumers,published by the Bureau of Labor Statistics of the United States Department of Labor for U.S. City Average,All Items(1982-84=100),or any successor index thereto as hereinafter provided. If publication of the Index is discontinued, or if the basis of calculating the Index is materially changed,then the Association shall substitute for the Index comparable statistics as computed by an agency of the United States Government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Index. Section 1.13 "Declarant" shall mean and refer to Charles Wm. Hurt and Shirley L. Fisher,solely in their capacity as trustees and not personally,as Trustees of the Post Office Land 3 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:5 Papa 8 048 Trust under a land trust agreement dated October 27, 1997, and any assignee of them as Declarant with regard to the Property. Section 1.I4 "Declaration"shall mean and refer to this document and to the covenants, restrictions,easements,conditions,reservations,Iiens and charges and all other provisions herein set forth in this entire document,as same may from time to time be amended or supplemented provided that no amendment or supplement of the Declaration or any of the Governing Documents affecting the Block Cl Lots or the Owners of any Parcels comprising the same shall be made or effective without the written consent of the Owners of the Block Cl Lots and the Parcels comprising the same which are affected thereby. Section 1.15 "Floor Area"shall mean the aggregate of the actual number of square feet of space contained on each floor within a Building for which Albemarle County has issued a certificate of occupancy(either temporary or permanent), including any mezzanine space, as measured from the exterior faces of the exterior walls or store front and/or the center line of any common walls;provided,however,that those areas to be excluded from Floor Area as set forth in the Rules and Regulations shall not be included in such calculation. Section 1.16 "Governing Documents" shall mean this Declaration, the Rules and Regulations,the Association's Articles of Incorporation and bylaws,the Proffers,and the written approvals and non-approvals of the ACB as the same may be amended, modified, or supplemented from time to time subject to the provisions of Section 1.14 above. Section 1.17 "Governmental Authorities" shall mean and refer to any federal, state, county, city or local governmental or quasi-governmental authority, entity or body (or any department or agency thereof)exercising jurisdiction over a particular subject matter,including, without limitation,the Albemarle County Architectural Review Board(the"ARB"). Section 1.18 "Governmental Requirements"shall mean and refer to all applicable laws, statutes, ordinances, codes, rules, regulations, orders, and judicial decisions or decrees, as presently existing and hereafter amended,of any Governmental Authorities,including,without limitation,the Master Plan on file with the County. Section 1.19 "Master Plan" shall mean and refer to the Code of Development(ZMA 2001-020,Area C),the Proffers,together with the Application Plan and all maps,tables,and other exhibits and attachments on file with the County of Albemarle,Virginia and which are applicable to the Property,as the same may be amended,supplemented,or modified from time to time. Section 1.20 "Notice and Hearing" shall mean a written notice and a public hearing before the Board of Directors of the Association or a tribunal appointed by the Board with such notice to be given in the manner provided in the Bylaws. Section 1.21 "Occupant"shall mean an Owner or tenant of a Building who is in actual possession of a Building or portion thereof. 4 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:6 • Paso 7 of 4$ Section 1.22 "Owner"shall mean and refer to the record owner,whether one or more persons or entities, including the Declarant, of the fee simple title to any Parcel, including contract sellers,but excluding those having such interest merely as security for the performance of an obligation. Section 1.23 "Parcel" shall mean and refer to any existing tract or parcel of land comprising the Property,and any tract or parcel which is hereafter subdivided or created from the Property or any Parcel, as reflected on plats or other instruments recorded in the Clerk's Office. Section 1.24 "Parking Area"shall mean those areas on a Parcel,other than Building Areas, which are developed aridimproved for parking purposes, including any driveways, entrances,and landscaping associated therewith,as more particularly shown on an Approved Site Plan. Section 1.25 "Period of Declarant Control"shall mean a length of time extending until such time as the Declarant no longer owns any Parcel in the Development other than Parcels upon which Declarant has erected Buildings. Section 1.26 "Permittee"shall mean any occupant,tenant,subtenant,employee,agent, contractor, customer, supplier, vendor, invitee, licensee, or concessionaire entitled to use, occupy,or access any Building or portion thereof on any Parcel in the Development. Section.1.27 "Proffers"shall mean those certain proffers made to Albemarle County, Virginia,as set forth in Exhibit C annexed to this Declaration. Section 1.28 "Property Manager"shall mean such party,if any,designated from time to time by the Association to maintain and operate the Parking Areas and/or Common Area of the Development(other than on the Block Cl Lots). The party designated as Property Manager shall serve in such capacity until its agreement with the Association is terminated. During any period a Property Manager is not designated and active,each Owner shall maintain and operate its own Parcel(including any Parking Areas and/or Common Areas thereon)pursuant to Article 10.01 hereof. Section 1.29 Residential Tracts"shall mean and refer to those tracts within the Property intended for development for exclusively residential purposes. Section 1.30 "Roads"shall mean and refer to Timberwood Boulevard,Conner Drive, Meeting Street,and Abington Drive as shown and described on the plats or plans referenced in Section 2.02 hereof. Section 1.31 "Rules and Regulations" shall mean those certain rules and regulations which have been adopted by the Association to assist in the implementation of this Declaration and the development,use,and operation of the Property as the same may be amended,modified, or supplemented from time to time. 5 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:7 Page,8 of 4e, Section 1.32 "Supplementary Declaration" shall mean and refer to any declaration which may be executed and recorded by the Declarant,its successors or assigns,which extends the provisions of this Declaration to additional real property and/or which contains such complementary or modifying provisions as are not inconsistent with the concept of this Declaration;provided any Supplementary Declaration affecting the Block Cl Lots or any Parcels comprising the same shall only be made and effective with the written consent of the Owner of the Block Cl Lots and the Parcels affected thereby. Section 1.33 "Townhouse Lot"shall mean and refer to any plot of land designated as a lot upon any recorded plat of any Block or Parcel or portion thereof intended for residential development as townhouses or townhomes, including a condominium unit (vertical condominium unit or otherwise)under a condominium regime. Section 1.34 "Utility Lines"shall mean and refer to those facilities and systems for the transmission of utility services,including the drainage and storage of surface water. "Common Utility Lines"shall mean those Utility Lines which are installed to provide the applicable service to two or more Parcels. "Separate Utility Lines" shall mean those Utility Lines which are installed to provide the applicable service to a single Parcel. The portion of a Utility Line extending between a Common Utility Line and a Building shall be considered a Separate Utility Line. ARTICLE II )rASEMENTS Section 2.01 The Declarant herellY establishes lei the 1:11 of all,of the Pauls„acid 'their +ie; m; Permitteescommon tlx'others entitled the same, permanent, t teasements . the pose of passage and litithig of iON**moan°aoic PieitiOt 414.ditieWs$ar o1'hachParCel, as rate may front t constructedlet snob for the p�and accommodation ofp rians+��*Stitt . ' areas of each Farce!,as the s :friceillitiktifteOinittuctelfiaid'isaklatiedifititcb use. wed:shall forthebenei t each Pa . and AO be binding ten, ►te4aVi+f asndb Paid. Such 4ee-eet—ettt'ti*t4.,4%11 be subject to the follow rreservation as well as otbefdjipl ablept tsion+t contained in this Declaratitm.each Owner eser es't ia°tigitt h3 tempo l r;r plaesSiaatricades ie and art rd, areae on tta P aeel whirl ate b''constructed s tid/et repaid in otdetto Were either safety of persons or protection ofproperty.. Section 2.02 In addition to the general easement specified in Section 2.01, the Declarant hereby establishes for the use of all Owners,in common with others entitled to use the same,a non-exclusive,perpetual easement(or until publicly dedicated to and accepted by any Governmental Authorities, if sooner) for the passage and accommodation of pedestrians and vehicles(but not for parking purposes unless parallel parking is made available by Declarant in accordance with the Master Plan or any Approved Site Plan)upon,over and across that portion of the Property designated as access roads on the Master Plan (provided no access roads 6 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:8 Page a of 4$ contained wholly within the areas of the Block Cl Lots shall be designated as access roads for purposes of this Section 2.02), including the Roads(collectively,the "Access Drives"). The Access Drives shall be at least approximately twenty-four(24) feet wide (curb to curb) and contain at least two(2)lanes,one in each direction. The easements herein established shall be appurtenant to and for the benefit of each Parcel,and shall be binding on,enforceable against and burden each Parcel. During the term of this Declaration(to the extent any such Access Drives shall not be publicly dedicated and accepted by any Governmental Authorities), each portion of the Access Drives shall be maintained in accordance with the provisions governing the maintenance of the parking and driveways on each Parcel,and such Access Drives shall not be relocated without the approval of the ACB. Until such time as Inv of the Access Drives are publicly dedicated and accented by the Governmental Authorities,the Access Drives require private maintenance. and cost of repair. maintenance.upkeep. immoveanent, or replacement (herein."maintenance")of the Access Drives and any roads located - • will not be borne by She County of Albemarle or any public agency.but rather shall be the sole responsibility of the Association with the costs of maintenance to be allocated as Common Area Maif#enance Costs g$further muvided herein.In the event this Declaration is terminated at a future date,any Owner may, at its expense,relocate the portion of the Access Drives located upon its Parcel(to the extent any such Access Drives shall not be publicly dedicated and accepted by any Governmental Authorities)so long as the relocated portion remains reasonably direct and ties into or connects with the other portions of the Access Drives on the immediately adjacent Parcels to which such Access Drive is initially connected.Notice of such relocation shall be provided to each affected Owner at least thirty(30)days prior to relocation of such Access Drives. Section 2.03 The Declarant hereby establishes non-exclusive,perpetual easements(or until replaced with easements dedicated to public Utilities Lines,if sooner)in,to,over,under, along and across those portions of the Parcels(exclusive of any portion located within Building Areas) necessary for the installation, operation, flow,passage, use, maintenance, connection, repair,relocation,and removal of Utility Lines serving any other Parcel;provided no new Utility Lines,other than those constructed pursuant to easements previously created and of record prior to the date of this Declaration,shall be constructed in,under or over the Block Cl Lots except(i) such Utility Lines exclusively serving the Parcel on which such Utility Lines are constructed,or (ii)such Utility Lines that serve more than one of the Parcels comprising the Block CI Lots and as are approved by the owner(s) of said Parcels so being served. The initial location of any Utility Line shall be subject to the prior written approval of the ACB. Such easement area shall be no wider than necessary to reasonably satisfy the requirements of a private or public utility company,or ten(10)feet on each aide of the centerline if the easement is granted to another Owner.The Benefitted Parcel Owner shall provide to the Burdened Parcel Owner a copy of an as-built survey showing the location of such Utility Line.All Utility Lines shall be underground except; (a)ground mounted electrical transformers;(b)as may be necessary during periods of construction, reconstruction, repair or temporary service; (c) as may be required by Governmental Authorities;(d)as may be required by the provider of such utility service;and(e) fire hydrants. Section 2.04 Each Parcel shall have the perpetual right and easement to discharge surface storm water drainage and/or runoff from its Parcel over,upon and across the Parking 7 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:9 Pap 10 of 45 Area and any other area of the adjacent Parcels,other than Building Areas,upon the following conditions and terms: (a)the grades and the surface water drainage/retention system for each Parcel shall be initially constructed in strict conformance with the plans and specifications approved by the ACB and in accordance with the Approved Site Plan;and(b)no Owner shall alter or permit to be altered the surface of its Parcel or the drainage/retention system constructed on its Parcel if such alteration would materially increase the flow of surface water onto an adjacent Parcel either in the aggregate or by directing the flow of surface water to a limited area. All surface water collection,retention and distribution facilities shall be deemed a Common Utility Line. Section 2.05 Work by an Owner with respect to relocation of a Utility Line on its Parcel,other than Utility Lines exclusively serving such Parcel,shall only be done provided such relocation:(a)shall not interfere with or diminish the utility service to the other Parcel Owners; and if an electrical lino/computer line is being relocated, then the respective Owners shall coordinate such interruption to eliminate any detrimental effects; (b) shall not reduce or unreasonably impair the usefulness or function of such Utility Line;(c)shall be completed using materials and design standards which equal or exceed those originally used and which comply with all Governmental Requirements;and(d)shall have been approved by the provider of such utility service and the appropriate Governmental Authorities to the extent required. Documentation of the relocated easement area,including the furnishing of an"as-built"survey to all Burdened Parcel Owners, shall be at the Benefitted Parcel Owner's expense and shall be accomplished as soon as possible following completion of such relocation. Section 2.06 Except as otherwise approved by the ACB and except with respect to the Parcels comprising the Block Cl Lots, in order to accommodate any Building improvements which may inadvertently be constructed beyond a Parcel's boundary line,each Parcel shall have an easement over an adjacent Parcel,not to exceed a maximum lateral distance of twelve(12) inches, in, to, over, under, and across that portion of the Burdened Parcel adjacent to such common boundary line for the maintenance and replacement of such encroaching Building improvements. Section 2.07 In the event a constructing Owner(the"Constructing Party")determines that it is necessary to place underground piers, footings and/or foundations ("Subsurface Construction Elements") across the boundary line of its Parcel, the Constructing Party shall advise the Owner of the adjacent Parcel (the "Adjacent Party") of the Constructing Party's construction requirements and shall comply with the applicable Rules and Regulations. The foregoing provisions of Sections 2.06 and 2.07 hereof shall not apply to the Parcels comprising the Block Cl Lots or to the Owner(s)thereof. Section 2.08 The easements established under Sections 2.06 and 2.07 shall be appurtenant to and for the benefit of each applicable Benefitted Parcel,and shall be binding on, enforceable against and burden each applicable Burdened Parcel. Notwithstanding such easement, nothing herein shall diminish or waive the right of a Burdened Parcel Owner to recover damages resulting from the failure of a Benefitted Parcel Owner to construct its Building 8 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:10 e.g.11 of 411 within its Parcel in the case of Section 2.06,or within the easement area limits in the case of Section 2.07. Section 2.09 With respect to Buildings constructed along the common boundary line between Parcels,nothing herein shall be deemed to create or establish the right for a Building to receive support from or apply pressure to the adjacent Building. ARTICLE III STORMWATERAND SURFACE WAIBRDRAINAGE Section 3.01 The Property will be served by two atonnwater management detention facilities,which Declarant has previously caused to be constructed,as follows: (a) a stormwater management facility located on a portion of the Property on the southern side of Timberwood Boulevard near its intersection with U.S.Highway 29,as more particularly described in that certain Deed of Easement dated January 23,2004,recorded in Deed Book 2678,Page 389 in said Clerk's Office("Stormwater Management Facility#1");and (b) a stormwater management facility located on a portion of that certain adjacent land (County TMP 32-46) now or formerly owned by Birckhead, LLC, as more particularly described in that certain Deed of Easement dated January 12,2005,recorded in Deed Book 2905,Page 735 in said Clerk's Office("Stormwater Management Facility#2"). Generally,that portion of the Property located on the eastern side of Meeting Street(those tracts generally described as Blocks I, I1 VII,VIII, and IX on the Master Plan)will be served by Stormwater Management Facility#1,and that portion of the Property located on the western side of Meeting Street(generally described as Blocks III,IV,V,and VI on the Master Plan)will be served by Stonnwater Management Facility#2. Section 3.02 The Declarant hereby establishes permanent,reciprocal and non-exclusive easements (including the easements referenced in Section 3.01(a) and (b), collectively the "Stormwater Management Basements")in favor of each of the Parcels on,under and through the Parcels in locations other than Building Areas and otherwise in locations approved by the ACB to adequately service each of the Parcels, for the use of all present and future stonnwater drainage and retention facilities located or to be located on the Property,including as necessary for drainage to Stonnwater Management Facility#1 and Stormwater Management Facility#2 (all such facilities,including Stormwater Management Facility#1 and Stormwater Management Facility#2 and any structures,landscaping,and pathways associated therewith,collectively the "Stormwater Management Facilities"); provided no easements hereunder, other than those previously created and of record as of the date of this Declaration,shall be created on,under, over or across the Block Cl Lots,without the consent in writing by the Owner(s)of the Parcel(s) to be burdened by such easements. Section 3.03 In any instance where future installation,construction,maintenance,repair or alteration of the Stormwater Management Facilities is required by a governmental entity,the 9 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:11 Page 12 of ra Association shall engage a contractor to perform all of such work and the Parcel Owners who benefit from such construction shall be responsible for the cost of such installation and repair and shall pay for such work on a pro-rata basis as determined by the Board of Directors. Such recovery may be enforced as an assessment and will be a lien upon such Parcel and may be enforced in the same manner as an Assessment. Section 3.04 Exclusive of and in addition to the easements granted in Sections 3.02 and 3.03,the Declarant hereby establishes permanent,reciprocal and non-exclusive easements for the benefit of each of the Parcels onto and across the Property and each of the Parcels for surface floodwater and stormwater drainage,including drainage into facilities currently existing and/or to be built on,under or upon any part of the Property or any of the Parcels;provided,however, that no party will unreasonably interfere with any then existing buildings or proposed buildings on any Parcel as generally described on the Master Plan or on any Approved Site Plan,or unreasonably interfere with business operations thereon,and the party exercising the easement rights hereunder shall promptly repair any damage caused by the exercise of these easement rights and provided,Bother,that no easements hereunder,other than those previously created and of record prior to the date of this Declaration and the easements shown on the Block Cl Plat, shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. Section 3.05 The Stonnwater Management Easements and the fitormwater Management]aeilities areprivate and require private maintenance as hereinafter set forth. 1k cost of rensir.maintenance.unkeen.improvement,or replacetuent(hereinafter"maintenance)of the Stormwater Management Basements and the Stonnwater Management_Facilities located therein will not be borne by the County of_Albenarle or anveublic agency—but rather shall be borne as follows: (a) The initial construction of the Stormwater Management Facilities within the Stonnwater Management Easements shall be borne by the Declarant except for any drainage lines or structures which are a Separate Utility Line to serve a single Parcel;and (b) Thereafter,all maintenance of the Stormwater Management Facilities shall be the sole responsibility of the Association with the costs of such maintenance of the Stormwater Management Facilities to be allocated as Common Area Maintenance Costs as provided in Section 10.04. Section 3.06 The subsequent conveyance by the Declarant to the Association of Stormwater Management Facility#1 as a part of the Common Area shall be subject to the rights and obligations of adjacent landowners pursuant to other instruments of record in the Clerk's Office,including that certain Deed of Easement dated January 23,2004,between Declarant and Hollymead Town Center,LLC,a Delaware limited liability company,recorded in Deed Book 2678, Page 389 in the Clerk's Office. The assignment and transfer by Declarant to the Association of rights to the use and benefit of Stormwater Management Facility#2 shall be subject to the rights and obligations set forth in other instruments of record in the Clerk's Office, 10 • Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:12 Page 13of4a including that certain Deed of Easement referenced in Section 3.01(b) above and recorded in Deed Book 2905,Page 735. Section 3.07 The Declarant reserves the right to subsequently dedicate the Stormwater Management Easements and the Storntwater Management Facilities to public use. Upon the subsequent acceptance of said Stormwater Management Easements and Stormwater Management Facilities by the County of Albemarle or other public agency, the Association and/or the Owners of any applicable Parcels agree to join in any further documents reasonably requested by the County of Albemarle or other public agency in order to effect such dedication and acceptance. ARTICLE W ,SANITARY SEWER Section 4.01 The Declarant hereby establishes permanent,reciprocal and non-exclusive easements(including the right to construct,repair,and maintain access thereto)for the benefit of each of the Parcels on,under and through the Parcels in locations other than Building Areas and otherwise in locations approved by the ACE to adequately service each of the Parcels,for the use of all present and future sanitary sewer facilities(the"Sanitary Sewer Facilities");provided that no easements hereunder,other than those previously created and of record prior to the date of this Declaration,shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. Section 4.02 Exclusive of and in addition to,the easements granted in Section 4.01,the Declarant hereby establishes permanent,reciprocal and non-exclusive easements for the benefit of each of the Parcels onto and across the Property and each of the Parcels for sanitary sewer drainage,including drainage into facilities currently existing and to be built on,under or upon the Property or any of the Parcels;provided,however,that no such easement shall materially adversely interfere with the Building Areas on any of the Parcels, or materially adversely interfere with business operations on any of the Parcels,and the party exercising the easement rights hereunder shall promptly repair any damage caused by the exercise of these easement rights and provided, further,that no easements hereunder,other than those previously created and of record prior to the date of this Declaration,shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. ARTICLE V ELECTRIC OAS AND OTHER UTILITY EASEMENTS The Declarant hereby establishes permanent,reciprocal and non-exclusive easements in fkvor of each of the Parcels to go in,upon,along,under,through and across those portions of the Parcels (exclusive of any Building Areas) for the purpose of laying, constructing, operating, maintaining and repairing electric, gas, telecommunications and other utility lines and all necessary apparatus and appurtenant fixtures to operate and service such utilities(the"Utility Facilities")in such locations as are approved by the ACB and are necessary for the construction 11 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:13 Pape 14 of 48 and operation of the buildings to be constructed on any of the Parcels; provided that no easements hereunder,other than those previously created and of record prior to the date of this Declaration,shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcells)to be burdened by such easements which consent shall not be unreasonably withheld or delayed.Each owner of a Parcel hereby grants to the owner of all other Parcels, and its and their successors and assigns, a permanent and non-exclusive easement to go in,upon,along,under,through and across those portions of any of the Parcels (exclusive of any Building Areas)for the purpose of laying,constructing,operating,maintaining and repairing the Utility Facilities in such locations as approved by the ACB as such utilities are necessary for the construction and operation of the buildings to be constructed in the Development;provided that no easements hereunder,other than those previously created and of record prior to the date of this Declaration,shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements which consent shall not be unreasonably withheld or delayed. ARTICLE VZ CONSTRUCTION Section 6.01 All construction activities on a Parcel performed or authorized by an Owner shall be performed in compliance with all Governmental Requirements and,where not in conflict with Governmental Requirements, the Governing Documents. All construction shall utilize first class materials and shall be performed in a good, safe,and workman-like manner according to best construction management practices. Each Owner shall maintain the undeveloped portions of its parcel owned by it in a sightly condition. Section 6.02 Each Owner Anther agrees that any construction activities performed or authorized by it shall not: (a) cause any unreasonable increase in the cost of constructing improvements upon another Owner's Parcel,(b)unreasonably interfere with construction work being performed on any other Parcel, (c) unreasonably interfere with the use,occupancy or enjoyment of any part of the remainder of the Development by any other Owner or its Permittees, or (d) cause any Building located on another Parcel to be in violation of any Governmental Requirements. Section 6.03 Each Owner shall defend,protect,indemnify and hold harmless each other Owner from and against all claims and demands,including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including reasonable attorneys fees and cost of suit, arising out of or resulting from any construction activities performed or authorized by such indemnifying Owner; provided, however, that the foregoing shall not be applicable to either events or circumstances caused by the negligence or willful act or omission of such indemnified Owner, its tenants, subtenants, licensees, concessionaires,agents,servants, employees,or anyone claiming by,through,or under any of them. Section 6.04 Each Owner agrees that the Parking Area on its Parcel,when constructed, shall be constructed as generally shown on the Master Plan or on such Owner's Approved Site 12 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:14 Page 15 of 41 Plan or as otherwise approved by the ACB. No fence or other barrier which would prevent or unreasonablyobstruct the passage of pedestrian or vehicular travel shall be erected or permitted within or across the Parking Area,exclusive of the limited curbing and other forms of traffic control depicted on the Master Plan or on such Owner's Approved Site Plan or as otherwise approved by the ACB.Contemporaneously with the construction of a Building upon its Parcel, the constructing Owner shall cause the Parking Area on its Parcel to be substantially completed no later than the day the first occupant of such Building opens for business with the public; provided that construction of Parking Areas on a Parcel may be staged to coincide with the Parking Areas reasonably needed to provide pedestrian and vehicular ingress,egress and access to the Buildings then constructed on such Parcel,and to meet required parking ratios for such Buildings and otherwise to conveniently serve such Buildings. Such work shall be done in accordance with Governmental Requirements, in a good and workmanlike manner and in accordance with good engineering standards. Section 6.05 The lighting system shall be of a type and design approved by the ACB(or by the ARB if such lighting is subject to ARB approval),and shall be designed to produce a minimum maintained lighting intensity measured at grade at all points at such levels as are required by the Governmental Authorities and as approved by the ACB (or the ARB if such lighting is subject to ARB approval). The type and design of the Common Area light standards shall be approved by the ACB(or the ARB if such lighting is subject to ARB approval),subject to approval of Governmental Authorities,as applicable. Section 6.06 The Parking Area on each separate Parcel and/or legally subdivided parcel of land(regardless of ownership)comprising the Property shall contain sufficient parking spaces on said Parcel,which may not rely on parking spaces that may be available on another portion of the Development,in order to comply with the greater of(i)Governmental Requirements or(ii) the following minimum requirements:4.5 parking spaces for each one thousand(1,000)square feet of Floor Area(other than for Townhouse Lots,for which the number of parking spaces shall be as required by the Governmental Authorities, and other than restaurants) and 10 parking spaces for each one thousand(1,000)square feet of the Floor Area of any restaurants on such Parcel. Section 6.07 Except for the Owners of the Block Cl Lots, no Owner shall make changes to the improved Parking Area on its Parcel without the approval of the ACB and as provided for in the Rules and Regulations. Section 6.08 Building(s)shall only be located within the Building Areas. Each Party agrees that once it has commenced construction of a Building on its Parcel,the exterior"shell" of such Building shall be substantially completed within a reasonable time.The maximum square footage of buildable space for each Parcel shall not exceed the permitted square footage allocated to such Parcel in writing by the Declarant. Section 6.09 In the event any mechanic's lien is recorded against the Parcel of one Owner as a result of services performed or materials fbrnished for the use of another Owner,the Owner permitting or causing such lien to be so recorded agrees to cause such lien to be 13 Book: 3085 Page: 361 FileNumber.2005-00018945 Seq:15 Pepe 16 0148 discharged within fifteen(15)days alter the entry of a final judgment(after all appeals)for the foreclosure of such lien.Notwithstanding the foregoing,upon request of the Owner whose Parcel is subject to such lien, the Owner permitting or causing such lien to be recorded agrees to promptly cause such lien to be released and discharged of record, either by paying the indebtedness which gave rise to such lien or by posting bond or other security as shall be required by law to obtain such release and discharge. Nothing herein shall prevent the Owner permitting or causing such lien to be recorded from contesting the validity thereof in any manner such Owner chooses so long as such contest is pursued with reasonable diligence.In the event such contest is determined adversely(allowing for appeal to the highest appellate court),such Owner shall promptly pay in full the required amount,together with any interest,penalties,costs, or other charges necessary to release such lien of record.The Owner permitting or causing such lien agrees to defend,protect,indemnify and hold harmless the other Owner and its Parcel from and against all claims and demands,including any action or proceeding brought thereon,and all costs,losses,expenses and liabilities of any kind relating thereto,including reasonable attorneys' fees and cost of suit,arising out of or resulting from such lien. ARTICLE VII ARCHITECTURAL CONTROL BOARD Section 7,01 The Architectural Control Board("ACB")shall consist of not more than three(3)members,appointed by the Board of Directors of the Association;provided,however, that during the Period of Declarant Control,the Declarant may appoint the members of the ACB. The power to "appoint" as provided herein, shall include without limitation the power to: constitute the initial membership of the ACB;appoint member(s)to the ACB on the occurrence of any vacancy therein, for whatever reason; and remove any member of the ACB, with or without cause,at any time,and appoint the successor thereof.Each such appointment shall be made for such term(s)of office,subject to the aforesaid power of removal,as may be set from time to time in the discretion of the appointor. Section 7.02 The ACB shall regulate the development and external design, location, appearance,landscaping and grading of the Parcels and of the structures and other improvements thereon(but only as expressly provided in this Declaration)in such a manner so as to preserve and enhance values and to maintain a harmonious relationship among structures and the natural vegetation and topography.In those instances where a building(s)on a Parcel within the Block Cl Lots is subject to approval of the ARB and issuance of a Certificate of Appropriateness,the requirements of the ARB concerning design,location and appearance of any such building(s)and the grading,landscaping and lighting thereof shall govern and control and approval of the ACB shall not be required. Section 7.03 No improvements, alterations, repairs, excavations, changes in grade, major landscaping or other work which in any way alters any Parcel or the exterior of any improvements located thereon from its natural or improved state existing on the date such property was first conveyed in fee by the Declarant to an Owner shall be made or done unless and until the plans,specifications,working drawings,and proposals for the same showing the nature, kind, shape, type, materials and location thereof shall have been submitted to and 14 Book: 3085 Page: 361 FileNumber,2005-00018945 Seq:16 Page 17 of 4e approved in writing by the ACB,pursuant to Section 7.04 hereof,provided that the foregoing provisions of this Section shall not apply to the Block Cl Lots or to any improvements thereon. The locations of any buildings or related improvements shall be in general accord with the Building Areas. • Section 7.04 Prior to commencement of work to accomplish any proposed improvements,the person proposing to make such improvements("Applicant")shall submit to the ACB at its offices such descriptions,surveys,plot plans,drainage plans,elevation drawings, construction plans, specifications and samples of materials and colors as the ACB may reasonably request showing the nature,kind,shape,height,width,color,materials,and location of the proposed Improvements. The ACB may require submission of additional plans, specifications or other information prior to approving or disapproving the proposed Improvements. Until receipt by the ACB of all required materials in connection with the proposed Improvements,the ACB may postpone review of any materials submitted for approval. The ACB shall approve any proposed Improvements only if it deems in its reasonable discretion: that the Improvements in the location indicated will not be detrimental to the appearance of the surrounding areas of the Property as a whole;that the appearance of the proposed Improvements will be in harmony with the surrounding areas of the Property;that the Improvements will not detract from the beauty, wholesomeness and attractiveness of the Property or the enjoyment thereof by Owners;and that the proposed Improvements comply with the guidelines and rules of the ACB.The ACB may condition its approval of any proposed Improvements upon the making of such changes therein as the ACB may deem appropriate. The ACB shall keep a written record of all final action of the ACB.Notwithstanding anything to the contrary,the foregoing provisions of this Section 7.04 shall not apply to the Block Cl Lots or to any of the improvements thereon. Section 7.05 The ACB may,but is not required to,issue guidelines or rules relating to: the procedures; materials to be submitted; factors which will be taken into consideration in connection with the consideration of any proposed Improvements;and any other matters within the jurisdiction of the ACB. Such guidelines or rules may specify circumstances under which the strict application of limitations or restrictions under this Declaration will be waived or deemed waived in whole or in part because strict application would be unreasonable or unduly harsh under the circumstances.Such guidelines or rules may waive the requirements for approval of certain Improvements to Parcels or exempt certain Improvements to Parcels from the requirement for approval if the ACB believes that such approval is not reasonably required.Such guidelines or rules may be modified or amended from time to time by the ACB.All Owners, prospective Owners and other persons,are advised to contact the ACB to obtain the most current copy of such guidelines or rules. Section 7.06 The ACB or its duly authorized representative shall have the right to inspect any Improvements prior to or after completion,provided that the right of inspection shall terminate sixty(60) days after the ACB shall have received a Notice of Completion from the Applicant. If as a result of inspections or otherwise,the ACB finds that any Improvements have been done without obtaining the approval of the ACB or were not done in substantial compliance with the description and materials thmished to and all conditions imposed by the ACB or was not completed within one(1)year after the date of approval by the ACB,the ACB shall notify 15 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:17 Pogo 16 of 46 the Applicant in writing of the noncompliance;which notice("Notice of Noncompliance")shall be given,in any event,within sixty(60)days after the ACB receives a Notice of Completion from the Applicant. The notice shall specify the particulars of the noncompliance and shall require the Applicant to take such action as may be necessary to remedy the noncompliance. If the ACB determines that a noncompliance exists,the Applicant shall remedy or remove the same within a period of not more than thirty(30)days from the date of receipt by the Applicant of the ruling of the ACB. If the Applicant does not comply with the ACB ruling within such period,the ACB may,at its option,record a Notice of Noncompliance against the real property on which the noncompliance exists, may remove the non-complying Improvements or may otherwise remedy the noncompliance,and the Applicant shall reimburse the ACB,upon demand, for all costs and expenses incurred therewith.The right of the ACB to remedy or remove any noncompliance shall be in addition to all other rights and remedies which the ACB may have at law, in equity, or under this Declaration. Notwithstanding anything to the contrary, the foregoing provisions of this Section 7.06 shall not apply to the Block Cl Lots or to any improvements thereon. Section 7.07 No action or failure to act by the ACB shall constitute a waiver or estoppel with respect to future action by the ACB with respect to any Improvements. Specifically,the approval by the ACB of any Improvements shall not be deemed a waiver of any right or an estoppel to withhold approval or consent for any similar Improvements or any similar proposals, plans,specifications or other materials submitted with respect to any other Improvements. Section 7.08 The ACB may authorize variances from compliance with any of the provisions of this Declaration, or the ACB's guidelines or rules,when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental considerations may require.Such variances must be evidenced in writing and shall become effective when signed by at least a majority of the members of the ACB.If any such variance is granted,no violation of the provisions of this Declaration shall be deemed to have occurred with respect to the matter fbr which the variance was granted; provided,however,that the granting of a variance shall not operate to waive any of the provisions of this Declaration or any guidelines or rules of the ACB, for any purpose except as to the particular property and particular provision hereof covered by the variance,nor shalt the granting of a variance affect in any way the Owner's obligation to comply with all Governmental Requirements,including,but not limited to,zoning ordinances and setback lines or requirements imposed the Governmental Authorities. Section 7.09 There shall be no liability imposed on the ACB,any ACB representative, the Declarant,or any officer,director,member,agent or employee thereof,for any loss,damage or injury arising out of or in any way connected with the performance of the duties of the ACB unless due to the willfhl misconduct or bad faith of the party to be held liable.In reviewing any matter,the ACB shall not be responsible for reviewing the Improvements for safety,whether structural or otherwise, or conformance with building codes or other Governmental Requirements; nor shall the ACB's approval of any Improvements be deemed approval of the Improvements from the standpoint of safety,whether structural or otherwise, or conformance with building codes or other Governmental Requirements. 16 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:18 • f Pop 19 of 48 Section 7.10 Any buildings,structures,and related improvements to be constructed on any Parcel shall also comply with all Governmental Requirements applicable to the Parcel as imposed or administered by applicable Governmental Authorities,including the ARB. • ARTICLE VIII BUILDING AND U$E RESTRICTIONS Section 8.01 No use shall be permitted in the Development which is inconsistent with the Code of Development as set forth in the Master Plan,any other Governmental Requirements, or which is inconsistent with the operation of a first-class mixed used development. Without limiting the generality of the foregoing,the following uses shall not be permitted: (A) Any use which emits an obnoxious odor,or obnoxious noise or sound which can be heard or smelled outside of any Building in the Development (but this provision shall not restrict or prohibit(i)outdoor seating areas for restaurants or(ii)gas or charcoal grills utilized by a restaurant and vented to the outside). (B) An operation primarily used as a storage warehouse operation and any assembling, manufacturing,distilling,refining,smelting agricultural or mining operation. (C) Any"second hand"store,"salvage"store,or pawn shop(but this prohibition shall not be applicable to any consignment or similar shop or first-class antique store). (D) Any mobile borne park, trailer court, labor camp,junkyard, or stockyard; provided, however, this prohibition shall not be applicable to the temporary use of construction trailers during periods of construction,reconstruction or maintenance. • (E) Any dumping disposing,incineration or reduction of garbage;provided,however,this prohibition shall not be applicable to garbage compactors or dumpsters located near the rear of any Building. (P) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation other than auctions of art and wine in connection with an art gallery or wine store. (0) Any central laundry, dry cleaning plant or laundromat; provided, however, this prohibition shall not be applicable to any dry cleaners and/or supportive facilities oriented to pickup and delivery by the ultimate consumer. (H) Any automobile,truck,trailer or recreational vehicle sales,leasing,display or body shop repair operation. (I) Any veterinary hospital or animal raising or boarding facility.Any veterinary or boarding services provided in connection with the operation of a pet shop shall only be incidental to such operation;the boarding of pets as a separate customer service shall be prohibited; 17 • Book: 3085 Page: 361 FileNumber.2005-00018945 Seq:19 • • Page 20 of 4$ all kennels, runs and pens shall be located inside the Building; and the combined incidental veterinary and boarding facilities shall occupy no more than fifteen percent (15%)of the Floor Area of the pet shop.Notwithstanding the foregoing,the foregoing prohibitions and limitations shall not be applicable to national chain pet stores approved by the ACB,provided•that they are operating in generally the same manner as typical stores in the chain. (1') Any establishment selling or exhibiting"obscene"material(but this prohibition shall not apply to a full-line video store,bookstore and/or music store which may incidentally sell or rent x-rated or adult videos,books or music). (IC) Any establishment selling or exhibiting illegal drug-related paraphernalia. (L) Any(a)flea market,(b)amusement or video arcade of more than five(5)games(except as part of a restaurant, theater, or other primary permitted use), pool or billiard hall (except as part of a restaurant),(c)car wash(except in connection with a fueling station as may be indicated on the Master Plan),or(d)dance hall. (M) Any gambling facility or operation, including but not limited to: off-track or sports betting parlor, table games such as blackjack or poker, slot machines, video poker/blackjack/keno machines or similar devices; or bingo hail. Notwithstanding the foregoing, this prohibition shall not be applicable to government sponsored gambling activities or charitable gambling activities,so long as such activities are incidental to the business operation being conducted by the occupant. Section 8.02 No Owner shall use,or permit the use of,Hazardous Materials on,about, or under its Parcel,or the balance of the Development,except in the ordinary course of its usual business operations conducted thereon,and any such use shall at all times be in compliance with all Environmental Laws. Each Owner agrees to defend,protect, indemnify and hold harmless each other Owner from and against all claims or demands,including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including but not limited to costs of investigation,remedial or removal response,and reasonable attorneys'fees and cost of suit,arising out of or resulting from any Hazardous Material used or permitted to be used by such Owner,whether or not in the ordinary course of business. For the purpose of this Section 8.02, the term(i) "Hazardous Materials" shall mean and refer to the following:petroleum products and fractions thereof,asbestos,asbestos containing materials,urea formaldehyde,polychlorinated biphenyls,radioactive materials and all other dangerous,toxic or hazardous pollutants, contaminants, chemicals, materials, substances and wastes listed or identified in,or regulated by,any Environmental Law,and(ii)"Environmental Laws"shall mean and refer to the following: all federal,state,county,municipal,local and other statutes, laws, ordinances and regulations which relate to or deal with human health or the environment,all as may be amended from time to time. Section 8.03 This Declaration is not intended to,and does not,create or impose any obligation on an Owner to operate,continuously operate,or cause to be operated a business or 18 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:20 • Pay.21 of 48 any particular business on any Parcel. In the event an Owner, other than Declarant or the Owner(s)of any Parcels comprising the Block Cl Lots,has not commenced construction on its Parcel within eighteen (18) months after such Owner acquired title to such Parcel from Declarant,the Owner of such Parcel hereby grants Declarant an option to purchase such Parcel for a period of sixty(60)days after the termination of such 18-month period at a price equal to the purchase price for such Parcel plus the amounts expended by such Owner for installation of utilities to serve such Parcel; such option may be exercised by Declarant by written notice to such Owner within sixty(60)days of the expiration of such 18-month period.The foregoing provisions of this Section 8.03,and the right of repurchase herein granted Declarant,shall not apply to the Block Cl Lots or to any Parcels comprising said Block Cl Lots. Section 8.04 While construction activities are taking place on a Parcel,the Owner of the Parcel will hold harmless and indemnity Declarant, its successors and assigns, and other Owners and their invitees,and tenants,for any and all damage incurred by and on behalf of the Owner of the Parcel, its successors, assigns, invitees, and tenants arising out of any such construction activities;moreover,the Owner of the Parcel will regularly remove dirt and debris from the Parcel and will not permit any dirt or debris to accumulate anywhere outside of the Parcel during the construction period, will repair all damage to the Development as soon as reasonably possible, and will proceed with construction at such a pace so as to complete construction of improvements on the Parcel as soon as reasonably possible. Section 8.05 Customers of the Development or any of the Parcels may park in any of the Parking Areas provided at the Development or on any of the Parcels except for Building Areas and except for designated parking spaces on any Residential Tracts. Section 8.06 All improvements on each Parcel and any appurtenant areas will be maintained and repaired by the Owner of such Parcel in a commercially reasonable manner and condition consistent with first class commercial developments in the Charlottesville/Albemarle County area,including,but not limited to,all structures,lighting,landscaping and signage. Section 8.07 The Owner of each Parcel shall be required to maintain its Parcel and all Buildings and improvements thereon,in a commercially reasonable manner and condition at all times consistent with that found in first class commercial projects in the Charlottesville/Albemarle County area. No buildings may be "boarded up" at any time or be allowed to become unsightly in any manner. Section 8.08 No portion of either the Development or any of the Parcels may be used for any unlawful or extra-hazardous purpose,nor may any Parcel be used in such a manner so as to constitute or create a public or private nuisance or violate any applicable governmental laws or regulations or the Governing Documents. Section 8.09 Pipes for water,gas,sewer,drainage or other purposes and wires,poles, antenna and other facilities for the transmission or reception of audio or visual signals(other than rooftop units) or electricity, and utility meters or other utility facilities shall be kept and maintained only with the prior consent of the ACB and shall be kept and maintained 19 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:21 • Page 22 o148 underground or within an enclosed structure. No exterior radio antenna,television antenna,or other antenna of any type shall be erected or maintained in the Development, except that on commercial Parcels, an Owner may erect antenna or satellite dish(es) if such is reasonably appropriate for the business(es) conducted by the Owner, its tenants, subtenants, licensees or other Occupants,on the Parcel and is reasonably screened from public view or otherwise as may be required by the ARB.With the approval of the ACB, a master antenna or cable television antenna may, but need not, be provided for use of all Owners or a group of Owners, and Declarant may grant easements for such purposes,provided no such easements shall be located on or encumber the Block.Cl Lots.Notwithstanding the foregoing,neither the restrictions nor the requirements of this Section shall apply to those "antennae" (including certain satellite dishes) which are specifically covered by regulations promulgated under the Telecommunications Act of 1996,as amended from time to time.As to"antennae"(including certain satellite dishes)which are specifically covered by the Telecommunications Act of 1996, as amended,the Association shall be empowered to adopt rules and regulations governing the type of"antennae"(ncluding certain satellite dishes)that are permissible hereunder and,to the extent permitted by the Telecommunications Act of 1996,as amended,establishing reasonable, non-discriminatory restrictions relating to appearance,safety,location and maintenance. • ARTICLE IX SIGNS Section 9.01 Except for those Parcels whose improvements(including signage thereon) are subject to review and approval by the ARB,the ACB shall have the right to approve the design, size and location of all signs and sign structures located within the Development, including the identification panels to be attached thereto. The Rules and Regulations contain additional restrictions on the use of signs. Section 9.02 The Declarant hereby establishes for the benefit of all Parcels and the Development,permanent non-exclusive easements for the construction,maintenance,operation and repair of monument signs in the locations more particularly shown on Exhibit D hereto attached. The construction,maintenance,operation,and repair of such signs for the benefit and use of the Development shall be performed and paid for by the Association as Common Area Maintenance Costs,and as otherwise provided in the Governing Documents. ARTICLE X COMMON AREAS:COMMON AREA MAINTENANCE COSTS; MAINTENANCE OF PARCELS Section 10.01 Subject to the joint maintenance provisions set forth in Section 10.02, each Owner shall cause to be operated and maintained, including any replacement due to ordinary wear and tear,at its solecost and expense,the Parking Area on its Parcel in a sightly, safe condition and good state of repair.The unimproved Parking Area shall be mowed and kept litter-free. The minimum standard of maintenance for the improved Parking Area shall be comparable to the standard of maintenance followed in other first class retail developments of comparable size in the Charlottesville/Albemarle County area; notwithstanding the foregoing, 20 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:22 Pp"23 of 43 however,the Parking Area shall be operated and maintained in compliance with all applicable Governmental Requirements,and the provisions of the Governing Documents.All Parking Area improvements shall be repaired or replaced with materials at least equal to the quality of the materials being repaired or replaced so as to maintain the architectural and aesthetic harmony of the Development as a whole.Such operation,maintenance and repair obligation shall include but not be limited to the following: (A) Drive and Parking Areas. Maintaining all paved surfaces and curbs in a smooth and evenly covered condition,including,without limitation,replacement of base,skin patch, resealing,and restriping; (B) Debris and Refuse. Periodically removing papers,debris,filth,refuse,ice and mow(2" on surface),including•vacuuming and broom-sweeping as reasonably required,but in any event to the extent necessary to keep the Parking Area in a first-class,clean and orderly condition;provided,however,that trash and/or garbage removal from a Building on a Parcel shall not be considered a Common Area Maintenance Cost(as defined below). All sweeping shall be at appropriate intervals during such times as shall not interfere with the conduct of business or use of the Parking Area by Permittees. (C) Signs and Markers. Maintaining, cleaning and replacing any appropriate directional, stop, or handicapped parking signs or markers and the Development Monument Signs and/or directional signs(but not tenant or other Occupant identification panels thereon); restriping parking lots and drive lanes as necessary to maintain parking space designation and traffic direction; and keeping clearly marked fire lanes, loading zones,no parking areas and pedestrian crosswalks. (D) Lighting. Maintaining,cleaning and replacing Parking Area lighting facilities,including light standards, wires, conduits, lamps, ballasts and lenses, time clocks and circuit breakers, and the cost of illumination, including electricity and any other utility costs. (For purposes of this Section,replacement of damaged or worn out lighting standards and fixtures shall be considered maintenance items). Exterior Building lighting fixtures, including any lighting fixtures associated with a canopy or other architectural feature forming a part of such Building,and exterior Building signs shall be considered a part of such Building,and the maintenance and replacement of such fixtures and signs,and the cost of illumination,shall be the obligation of the Owner upon whose Parcel such fixtures and signs are located. (B) Landscaping. Maintaining and replacing all landscape plantings,trees and shrubs in an attractive and thriving condition, trimmed and weed-free; maintaining and replacing landscape planters,including those adjacent to exterior walls of Buildings;maintaining and operating irrigation systems and modifying the same to satisfy governmental water allocation or emergency requirements. If any Owner or occupant requires "special" landscaping (i.e. flowers, shrubs, trees, etc.) beyond the standard landscaping requirements for the remainder of the Development or as required by Governmental Requirements,including the ARB,or if landscaping additions/modifications are required 21 • Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:23 Pigs 24 of 44 as a result of a Building addition, expansion or remodel, the cost of installation, replacement and maintenance of such special or required landscaping shall be borne solely by such Owner or occupant, as the case may be, and shall not be included in Common Area Maintenance Costs. (F) Obstructions. Keeping the Parking Area free from any obstructions, including those caused by the sale or display of merchandise,unless such obstruction is permitted under the provisions of this Declaration. (G) Sidewalks. Maintaining,cleaning and replacing sidewalks,including those adjacent and contiguous to Buildings. Sidewalks shall be pressure washed periodically as may be needed but not less than four(4)times per year,shall be swept at appropriate intervals during such time as shall not interfere with the conduct of business or use of the Parking Area. Canopies, awnings, trellises, pergolas and other similar treatments overhanging sidewalks adjacent to Buildings shall not be considered Parking Area and shall be installed,maintained,cleaned,repaired and replaced by and solely at the expense of the Owner of the Parcel,and shall be cleared of ice or snow(after each snow fall of 2"or more). (H) Security Measures. There shall be no obligation, duty or responsibility, express or implied,under this Declaration for any Owner or for the Property Manager to provide security for any Parcel or for the occupants, customers or other permittees of the Development. (I) Traffic. Supervising traffic at entrances and exits to each Parcel and within the Parcel as conditions reasonably require in order to maintain an orderly and proper traffic flow. (J) Parks and Open Spaces. Maintaining the"pocket park"areas to be located in portions of Block IV and Block VIII as shown on the Master Plan, including maintaining and replacing all landscape plantings,trees and shrubs in an attractive and thriving condition, trimmed and weed-free. (K) Stormwater Management Facilities. Maintaining,cleaning,and replacing as necessary all Stormwater Management Facilities described in Article III. (L) Roads. Maintaining cleaning and replacing all Roads,and additionally,any landscaping required to be maintained within publicly dedicated roads. Notwithstanding anything contained herein to the contrary,each Owner shall have the obligation to operate,maintain,and repair,at its sole cost and expense,in a clean,sightly and safe condition,the following items(if any)located on its Parcel in conformance with the Rules and Regulations: any exterior shipping/receiving dock area; any truck ramp or truck parking area;any recycling center or similarly designated area for the collection of items intended for recycling;and any refuse,compactor or dumpster area.Furthermore,each of the Owner(s)of the Block Cl Lots and any Parcells)comprising the same shall be solely responsible,at its cost and 22 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:24 Paye 25 of 4a expense(which may be shared-by the other Owners of the Parcels within the Block Cl Lots pursuant to a separate agreement not incorporated herein)for the operation,maintenance and repair of the Parking Area and improvements and other common facilities on its Parcel including,without limitation,such obligations as are set forth in items(A)through(1)above.The Parking Area and improvements and other common facilities, including landscaping and site lighting,on the Block Cl Lots will be maintained in a manner consistent with other first class retail developments in the Charlottesville/Albemarle County area. If any Parcel comprising the Block Cl Lots is not so maintained and such failure to maintain shall continue after written notice of default to the Owner of such Parcel not being maintained and beyond expiration of the applicable cure period set forth in Section 14.01 hereof; then such Owner shall be deemed a Defaulting Party under said Section 14.01 and Declarant, the Association or the Property Manager,or any Non-Defaulting Party,may thereafter exercise all self-help remedies and other rights and remedies under Section 14.02 of this Declaration to remedy the default of such Defaulting Party. Section 10.02 Except for the Parking Areas on the Block Cl Lots,the Association shall operate and maintain the Parking Areas, the Stonnwater Management Facilities, the pocket parks,any access roads,landscaping within publicly dedicated roads,and other Common Area of the Development in accordance with the requirements of Section 10.01, exclusive of any replacement of"capital improvements"due to ordinary wear and tear,which replacement shall be the responsibility of the Owner of the affected Parcel. Section 10.03 The Common Area Maintenance Costs for the Property shall be allocated and assessed among the Parcels[other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] as set forth herein and shall be assessed and collected by the Association as Assessments. Except for the special allocation of costs of maintenance of the Stonnwater Management Facilities as set forth in Section 10.04 below, the Common Area Maintenance Costs for the Property shall be allocated and assessed among the Parcels[other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] as follows: (a) initially,pro rata based upon the ratio of the square footage of each Parcel [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] to the total square footage of all Parcels("Parcel Square Footage Ratio"); (b) at such time as there is at least 100,000 square feet of Floor Area in the Development,then seventy-five percent(75%)of the Common Area Maintenance Costs shall be allocated to all Parcels[other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] based upon the Parcel Square Footage Ratio and twenty-five percent(25%)shall be allocated pro rata based upon the ratio of the Floor Area of each Parcel[other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] to the aggregate Floor Area of all Parcels("Floor Area Ratio"); (c) notwithstanding the foregoing, at such time as at least ninety percent (90%) of the Property in the Development has been developed, as evidenced by 23 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:25 Pogo 26of4a Approved Site Plans, then Common Area Maintenance Costs shall be allocated based solely on the Floor Area Ratio; (d) all computations and allocations under this Section 10.03 shall be made quarterly,as of the first day of each calendar quarter. Section 10.04 Notwithstanding the provisions of Section 10.03 above,that portion of the Common Area Maintenance Costs attributable to the maintenance of the Stormwater Management Facilities shall be allocated among those Parcels(including the Block Cl Lots and the Parcels comprising the same) which utilize or benefit from the applicable Stormwater Management Facilities and shall be based on the square footage of the respective Parcels. Consequently, Common Area Maintenance Costs attributable to Stormwater Management Facility#1, after deducting any contribution to such costs to be borne by Hollymead Town Center,LLC,Target Corporation or the owners of other land not part of the Property,shall be allocated among Parcels served by that particular facility and such costs attributable to Stormwater Management Facility#2 shall be allocated among Parcels served by that particular facility. Section 10.05 Notwithstanding the provisions of Section 10.03 above, the Owner(s)of the Block Cl Lots and the Parcels comprising the same shall pay their pro-rata share,computed in accordance with Section 10.03 above(but with the Block Cl Lots and Parcels comprising same included for purposes of this calculation),of the costs of operation,maintenance and repair of the Roads(until publicly dedicated to and accepted by any Governmental Authorities). Section 10.06 Notwithstanding anything to the contrary contained in this Article or elsewhere in the Governing Documents, the provisions of this Article are to be limited in application to the division of responsibility and the reimbursement of costs and expenses only as between the Owners of the Parcels within the Development and shall not be deemed for the benefit of any other owners or occupants of the Hollymead Town Center. Section 10.07 The Association shall maintain the Common Area in accordance with the standards set forth herein. Section 10.08 Notwithstanding anything in the Governing Documents to the contrary, the Owners of the Residential Tracts shall not be assessed for the cost of maintenance and operation of the Parking Areas on other Parcels and the Owners of any commercial Parcels shall not be assessed for the cost of maintenance and operation of the Parking Areas on the Residential Tracts. ARTICLE XI ASSOCIATION Section 11.01 Every Owner of a Parcel within the Development shall be a member of the Association;however,no owner of a Townhouse Lot,any residential townhouse,or residential condominium unit shall be a member of,or be entitled to any votes in,the Association,but any 24 • Book: 3085 Page: 361 FileNumber.2005-00018945 Seq:26 Paso 27 0'4e separate townhouse owners association or residential condominium association(collectively,the "Residential Associations")shall be a member of the Association. Section 11.02 Each Parcel shall be assigned voting rights in the Association as set forth in this Section. Each Parcel shall be entitled to at least one(1)vote. In addition,any Parcel containing a Building for which a certificate of occupancy has been issued by the County of Albemarle shall be entitled to one(1)additional vote for each 2,500 square feet of Floor Area in such Building(s)located on its Parcel. Each Residential Association shall be entitled to one(I) vote in the Association. No Townhouse Lot shall be entitled to any voting rights in the Association. Section 11.03 After the Period of Declarant Control,the Association shall become the successor to the Declarant for all purposes. During the Period of Declarant Control, the Declarant shall have the right in its sole discretion to transfer any one or more(including all)of its rights,privileges,and duties under this Declaration to the Association,which transfer shall be evidenced by an instrument executed by Declarant and recorded in the Clerk's Office. Section 11.04 The Association shall be governed by and operated in accordance with the provisions of this Declaration,the Rules and Regulations,and the Articles of Incorporation and bylaws of the Association,as the same may be amended from time to time. Section 11.05 The affairs of the Association shall be managed by a Board of Directors. The number,term and qualification of the Board of Directors shall be fixed in the Articles of Incorporation and Bylaws. Except as otherwise provided in this Article,during the Period of • Declarant Control, the Declarant may appoint all officers and directors and may remove all officers and members of the Board of Directors appointed by it. Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board of Directors before termination of the Period of Declarant Control;but,in that event,the Declarant may require,for the duration of the Period of Declarant Control,that specified actions of the Association or Board of Directors,as described in a recorded instrument executed by the Declarant,be approved by the Declarant before they become effective. Section 11.06 Subject to the provisions and restrictions set forth in Sections 1.14, 1.16, and 1.32 hereof;the Association may adopt,amend,repeal and enforce Rules and Regulations as may be deemed necessary or desirable with respect to the interpretation and implementation of this Declaration,the operation of the Association,the use and enjoyment of Common Area and the use of any other property, including Parcels. Any such Rules and Regulations shall be uniformly applied(except as provided below). Such Rules and Regulations shall be effective only upon adoption by resolution of the Board of the Association. Notice of the adoption, amendment or repeal of any Rule or Regulation shall be given in writing to each Member at the address for notices to Members as elsewhere provided in this Declaration or the Bylaws,and copies of the currently effective Rules and Regulation shall be made available to each Member upon request and payment of the reasonable expense of copying the same.Each Member shall comply with such Rules and Regulations and shall see that persons claiming through such Member comply with such Rules and Regulations.Such Rules and Regulations shall have the 25 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:27 Page 28 et 48 • same force and effect as if they were set forth in and were part of this Declaration.However, such Rules and Regulations shall not conflict with this Declaration: In the event of conflict between the Rules and Regulations and the provisions of this Declaration,the provisions of this Declaration shall prevail, as applicable. Subject to the provisions and restrictions set forth in Sections 1.14,1.16,and 1.32 hereof;the Association may adopt Rules and Regulations that differ for various classes or uses or property within the Development. Section 11.07 The Association shall have the power to enforce the provisions of this Declaration and the Rules and Regulations, and shall take such action as the Board deems necessary or desirable to cause such compliance.by each Member and each person claiming by, through or under such Member ("Related User"). Without limiting the generality of the foregoing,the Association shall have the power to enforce the provisions of this Declaration and of the Rules and Regulations by any one or more of the following means:(a)by entry upon any Parcel after Notice and Hearing(unless a bona fide emergency exists),without liability to the Owner thereof;for the purpose of enforcement or causing compliance with this Declaration or the Rules and Regulations;(b)by commencing and maintaining actions or suits to restrain and enjoin any breach or threatened breach of the provisions of this Declaration or the Rules and Regulations,by mandatory injunction or otherwise;(c)by commencing and maintaining actions or suits to recover damages for breach of any of the provisions of this Declaration or the Rules and Regulations;(d)by suspension,after Notice and Hearing,of the voting rights of a Member during and for up to sixty(60)days following any breach by such Member or a Related User of such Member of this Declaration, or such Rules and Regulations, unless the breach is a continuing breach in which case such suspension shall continue for so long as such breach continues;(e)by suspension of the voting rights of a Member for delinquent Assessments until such time as the Assessments become current;(f)by levying and collecting, after Notice and Hearing,a reimbursement charge against any Member for breach of this Declaration or such Rules and Regulations by such Member or a Related User of such Member;and/or(g)by levying and collecting,after Notice and Hearing,reasonable and uniformly applied fines and penalties, established in advance in the Rules and Regulations of the Association, from any Member or Related User for breach of this Declaration or such Rules and Regulations by such Member or a Related User of such Member. Section 11.08 Bach Owner by acceptance of a deed therefor,whether or not it shall be so expressed in such deed,is liable for applicable Assessments made against such Owner's Parcel during the period of ownership of ouch Parcel and shall be personally obligated to pay to the Association:Assessments(inclusive of allocated share of Common Area Maintenance Costs,as applicable), Special Assessments, reimbursement charges, and special purpose charges, all as provided in this Declaration,with such Assessments to be established and collected as provided in this Declaration.The obligation for such payments by each Owner to the Association is an independent covenant with all amounts due,from time to time,payable in full when due without notice or demand(except as otherwise expressly provided in this Declaration),and without set- off etoff or deduction. All Owners of each Parcel shall be jointly and severally liable to the Association for the payment of all Assessments attributable to their Parcel. Each Assessment shall also be the personal obligation of the person who was the Owner of such Parcel at the time when the Assessment became due.The personal obligation for delinquent Assessments shall not 26 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:28 Papa 29 of 42 pass to such Owner's successors in title unless expressly assumed by them. If an Assessment is payable in installments,each installment is a lien from the time it becomes due,including the due date set by any valid acceleration of installment obligations by the Association. The Association's lien on a'Parcel for Assessmentsshall be superior to any homestead exemption now or hereafter provided by the laws of the Commonwealth of Virginia or any exemption now or hereafter provided by the laws of the United States.The acceptance of a deed to a Parcel shall constitute a waiver of the homestead and any other exemption as against such Assessment lien. Assessments shall be payable in the amounts specified in the levy thereof and no offsets or reduction thereof shall be permitted for any reason including,without limitation,or any claim that the Association or the Board of Directors is not properly exercising its duties and powers under this Declaration. Section 11.09 During the Period of Declarant Control, the 'Declarant may in its discretion,but shall not be required to,cover certain costs of the Association by payment of any amount(s), which shall be treated as an advance against fixture Assessments due from the Declarant, provided, however, that any such advances which have not been credited against Assessments due from the Declarant as of termination of the Period of Declarant Control shall then be repaid by the Association to the Declarant,with interest at the Wall Street Journal prime rata but in no event greater than six percent(6%)per annum,to the extent that the Association has funds in excess of its working capital funds,reserve funds,and funds for operating expenses to date for the calendar year in which the Period of Declarant Control terminates;and provided for her,however,that any of such advances which are not repaid to the Declarant shall continue to constitute advances against Assessments from the Declarant to the Association until conveyance by the Declarant of all Parcels owned by it. If the Declarant elects in its discretion to pay any amounts as provided in this Section,Declarant shall not,under any circumstances,be obligated to continue payment or funding of any such amount(s)in the future. Section 11.10 In addition to the other charges provided for in this Declaration,the Board of Directors may at any time from time to time,levy a reimbursement charge or special purpose charge against any Owner(s)and their Parcel(s)in order to pay the actual or anticipated costs and expenses,including overhead expenses of the Association in providing special services to such Parcel(s) as reasonably determined by the Association; provided no special services shall be provided to the Owner(s)of any Parcel(s)within the Block Cl Lots without the prior written consent of such Owner(s)to whom the special services arc to be provided. Section 11.11 The Association may enter into such contracts or agreements on behalf of the Association as may be required in order to satisfy the requirements or guidelines of any Agency so as to allow for the purchase,guarantee or insurance, as the case may be,by any Agency of a first lien deed of trust on any Parcel.Each Owner hereby agrees that it will benefit the Association and the Members thereof, as a class of potential mortgage borrowers and potential sellers of Parcels,if Agencies approve the Development or parts thereof as a qualifying subdivision under their respective policies,rules and regulations as adopted form time to time. 27 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:29 Papa 30 of 48 ARTICLE XII RESIDENTIAL USE TRACTS As indicated on the Master Plan,certain Blocks within the Development are proposed to be developed for exclusively residential purposes as attached residential units (for example, townhouses or condominiums). The Declarant reserves the right,in its sole discretion,to further exclude from this Declaration,by recordation of an appropriate instrument in the Clerk's Office, any portions of the Property which may subsequently be determined to be developed for exclusively residential purposes;upon recordation of such instrument,the term"Property"shall be deemed amended to exclude such residential use tract("Excluded Tract")from the terms and conditions of this Declaration,subject,however,to the right of Declarant to approve the exterior design and appearance of all buildings and improvements to be constructed on such Excluded Tract,to the reservation of all easements through or across the Excluded Tract necessary to serve the remaining Property and/or the Parcels,and to the imposition upon the Excluded Tract of its allocated share of responsibility(based upon the land area of the Excluded Tract)for the costs associated with the Stormwater Management Facilities. AItTICL.Xm INSURANCE AND INDEMNITY Each Parcel Owner shall keep in full force and effect a policy or policies of commercial general liability insurance for their respective Parcels(at their own expense)with a combined single limit of not less than Two Million Dollars($2,000,000)in Constant Dollars.Each Parcel Owner's policy, and the Association's policy, will name the other Parcel Owners and its designees as an additional insured party,as their interests may appear,and will contain a clause that the insurer will not cancel or change the policy limit or deductible of such insurance without first giving each Parcel Owner thirty(30)days'prior written notice;provided the Owners of any Parcels within the Block Cl Lots shall only be required to name the other Owners of Parcels within the Block CI Lots and the Association as additional insured parties,as their interests may appear. The insurance will be with reputable and solvent insurance companies licensed to do business in the Commonwealth of Virginia with a Best insurance rating of not less than A minus, Excellent. A copy of the policy,or certificate of insurance,together with a proof of premium payment,will be provided by each Parcel Owner to the Association. ARTICLE XIV GENERAL P,$OVJ$IONS Section 14.01 The occurrence of any one or more of the following events shall constitute a material default and breach of this Declaration by the non-performing party(the"Defaulting Party"):(a)the failure to make any payment required to be made hereunder within ten(10)days after receipt of written notice from Declarant,Property Manager or the Association that it is past the due date;(b)the failure to observe or perform any of the covenants,conditions or obligations of this Declaration within thirty (30) days after the issuance of a notice by Declarant, the Association,or Property Manager,as the case may be(the"Non-Defaulting Party")specifying the nature of the default claimed or,if such default is reasonably incapable of being cured within 28 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:30 Pap.31 of 48 • such thirty(30)day period and the Defaulting Party commences the cure within such thirty(30) day period and thereafter diligently prosecutes the curing of such default to completion,such longer period as is reasonably necessary to cure such default using due diligence. Section 14.02 With respect to any default under Section 14.01,any Non-Defaulting Party shall have the right following the expiration of any applicable cure period,if any,but not the obligation,to cure such default by the payment of money or the performance of some other action for the account of and at the expense of the Defaulting Party;provided,however,that in the event such default shall constitute an emergency condition,the Non-Defaulting Party,acting in good faith,shall have the right to cure such default upon such advance notice as is reasonably possible under the circumstances ot,if necessary,without advance notice,so long as notice is given as soon as possible thereafter. To effectuate any such cure,the Non-Defaulting Party and its contractors and subcontractors shall have a license to enter upon the Parcel of the Defaulting Party (but not into any Building) to perform any necessary work or furnish any necessary materials or services to cure the default of the Defaulting Party. Bach Owner shall be responsible for the default of its Occupants. In the event any Non-Defaulting Party shall cure a default,the Defkulting Party shall reimburse the Non-Defaulting Party for all reasonable costs and expenses incurred in connection with such curative action,plus Interest as provided herein, within thirty(30)days after receipt of demand therefor,together with reasonable documentation supporting the expenditures made. In the event the Defaulting Party does not reimburse the Non- Defaulting Party as set forth above,•in addition to any other remedy available, the Non- Defaulting Party shall have the right to oflhet such amount owed against any current or future sum of money due the Defaulting Party until the full amount owed is recovered. The right to cure the default of another party shall not be deemed to: (i)impose any obligation on a Non-Defaulting Party to do so;(ii)render the Non-Defaulting Party liable to the Defaulting Party or any third party for an election not to do so;(iii)relieve the Defaulting Party from any performance obligation hereunder; or (iv) relieve the Defaulting Party from any indemnity obligation as provided in this Declaration. Section 14.03 Costs,expenses and interests accruing and/or assessed pursuant to Section 14.01(a)and/or Section 14.02 above shall constitute a lien against the Defaulting Party's Parcel. Such lien shall attach and take effect only upon recordation of a claim of lien in the Clerk's Office by the party making such claim. The claim of lien shall include the following:(a)the name of the lien claimant; (b) a statement concerning the basis for the claim of lien and identifying the lien claimant as a Non-Defaulting Party; (c) an identification of the owner or reputed owner of the Parcel or interest therein against which the lien is claims;(d)a description of the Parcel against which the lien is claimed; (e) a description of the work performed or payment not made which has given rise to the claim of lien and a statement itemizing the amount thereof,and(f)a statement that the lien is claimed pursuant to the provisions of this Declaration, reciting the date and document number of recordation hereof. The notice shall be duly verified, acknowledged and contain a certificate that a copy thereof has been served upon the party against whom the lien is claimed,by personal service or by mailing pursuant to Section 14.17 below. The lien so claimed shall attach from the date of recordation solely in the amount claimed thereby and may be enforced in any judicial proceedings allowed by law,including 29 Book: 3085 Page: 361 FileNumber.2005-00018945 Seq:31 Pape 32 of 45 without limitation,a suit in the nature of a suit to foreclose a deed of trust or mechanic's lien under the applicable provisions of the laws of the Commonwealth of Virginia. Section 14.04 Each Non-Defaulting Party shall have the right to prosecute any proceedings at law or in equity against any Defaulting Party hereto, or any other person, violating or attempting to violate or defaulting upon any of•the provisions contained in the Governing Documents, and to recover damages for any such violation or default. Such proceeding shall include the right to restrain by injunction any violation or threatened violation by another party of any of the terms,covenants or conditions of this Declaration,or to obtain a decree to compel performance of any such terms,covenants or conditions,it being agreed that the remedy at law for a breach of any such term,covenant or condition(except those,if any, requiring the payment of a liquidated sum)is not adequate. Any violation of any provision, covenant,condition,restriction or equitable servitude contained in this Declaration,whether by act or omission,is hereby declared to be a nuisance and may be enjoined or abated by any party entitled to enforce the provisions of this Declaration. Subject to and without affecting any other provisions of this Declaration to the contrary,all of the remedies permitted or available to a party under this Declaration,or at law or in equity shall be cumulative and not alternative, and the invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Section 14.05 Any time an Owner or other party or Property Manager,if any,shall not pay any sum payable hereunder to another patty within fifteen(15)days of the due date,such delinquent party shall pay interest on such amount from the due date to and including the date such payment is received by the party entitled thereto, at the lesser of (a) the highest rate permitted by law to be either paid on such type of obligation by the party obligated to make such payment or charged by the party to whom such payment is due,whichever is less;or(b)the prime rate,plus three percent(3%). As used herein,"prime rate"shall mean the rate of interest published from time to time as the"Prime Rate"in the Wall Street Journal under the heading "Money Rates";provided,however,that(i)if more than one such rate is published therein the prime rate shall be the highest such rate and(ii)if such rate is no longer published in the Wall Street Journal or is otherwise unavailable, the prime rate shall be a substantially comparable index of short term loan interest rates charged by U.S. banks selected by the Association to corporate borrowers. Section 14.06 Each Owner and Property Manager,if any,agree that upon written request (which shall not be made more frequently than three(3)times during any calendar year)of any Owner or Property Manager,it will issue within thirty(30)days after receipt of such request to such Party,or its prospective mortgagee or successor,an estoppel certificate stating to the best of the issuer's knowledge as of such date:(i)whether it knows of any default under this Declaration by the requesting party, and if there are known defaults, specifying the nature thereof in reasonable detail;(ii)whether this Declaration has been assigned,modified or amended in any way by it and if so, then stating the nature thereof in reasonable detail; (iii) whether this Declaration is in AM force and effect•,and(iv)such other matters concerning this Declaration and the status of payment and performance hereunder as are reasonably requested. 30 • Book: 3085 Page: 361 FiieNumber.2005-00018945 Seq:32 Pape 33 of 411 Such estoppel certificate shall act to estop the issuer from asserting a claim or defense against a bona fide encumbrancer or purchaser for value to the extent that such claim or defense is based upon facts known to the issuing party as of the date of the estoppel certificate which are contrary to the facts contained therein,and such bona fide purchaser or encumbrancer has acted in reasonable reliance upon such estoppel certificate without knowledge of facts to the contrary. Except as provided in the immediately preceding sentence,the issuance of an estoppel certificate shall in no event subject the issuer to any liability for the negligent or inadvertent failure of the issuer to disclose correct and/or relevant information,nor shall such issuance be construed to waive any rights of the issuer to perform an audit or obtain an adjustment with respect to Common Area Maintenance Costs for any year it is entitled to do so. Section 14.07 The restrictions imposed,the easements declared,and the obligations set forth herein will run with the land and will burden and benefit the burdened Parcels("Burdened Parcels")and the benefitted Parcels("Benefitted Parcels"),as the casel:nay be,and will inure to the benefit of Declarant and its successors and assigns forever.The future owners of the Parcels, or portions thereof;will acquire and be bound by the restrictions,easements and obligations, respectively. Section 14.08 The owner of a Parcel benefitted("Benefitted Parcel Owner")by each easement herein established will indemnify and hold harmless the owners of the corresponding burdened Parcels ("Burdened Parcel Owner") from any liability, cost or expense, including reasonable attorneys'fees,resulting from or incident to the use and occupancy of the easement by the Benefitted Parcel Owner,or by those claiming thereunder,unless caused solely by the negligence or willflrl misconduct of the Burdened Parcel Owner. In addition, the Benefitted Parcel Owner will indemnify and hold harmless the owners of the corresponding Burdened Parcels from any and all injuries and damages to property or improvements of the Burdened Parcel Owner directly or indirectly resulting from the use of the easement by the Benefitted Parcel Owner. Section 14.09 Neither the Declarant(nor its trustees),the members of the ACB,or the Directors of the Association,shall have any liability to any Owner,or any person claiming by or through an Owner,or to any Pen oittee or occupant of any Parcel,except for willful or intentional misconduct. Section 14.10 Intentionally Omitted Section 14.11 During the Period of Declarant Control and subject to the provisions and restrictions of Sections 1.14 and 132,the Declarant reserves the right,in its solo discretion,to further restrict the scope or location of any easements established or reserved in this Declaration by recording in the Clerk's Office a Supplementary Declaration to that effect. Section 14.12 This Declaration does not create any easements or rights for the benefit of any person,persons,entity or entities not herein expressly made a beneficiary of such easements, and the rights and privileges created hereby shall only nm to the beneficiaries named herein and their successors in interest. 31 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:33 Pag.34 of 46 • Section 14.13 Except as'otherwise provided herein,each easement herein declared will last in perpetuity and may only be terminated by a written instrument describing the easement to be terminated, providing for such termination and executed by the owners of the Parcels benefitted and burdened by truth easement,together with their mortgagees,if any,and recorded in the Cleric's Office,in which case such'easement will thereupon automatically terminate and be of no further force of effect Section 14.14 The Owner of any Benefitted Parcel agrees that it will not use the easements for purposes other than as permitted herein and will at all times comply with all safety rules and regulations promulgated by Governmental Authorities having jurisdiction or authority over the easements. Section 14.15 The provisions of the Governing Documents are severable. If any term, covenant or condition of the Governing Documents or the application thereof to any person or circumstances will to any extent be invalid or unenforceable,the remainder of the Governing Documents or the application of such terms,covenants or conditions to persons or circumstances other than those as to which it is hold invalid or unenforceable,will not be affected thereby and each term,covenant or condition of the Governing Documents will be valid and be enforced to the fullest extent permitted by law. Section 14.16 In the event the Owner of any Parcel dedicates to the applicable Governmental Authority a sanitary sewer line,storm sewer line or other utility or improvement that is the subject of an easement granted or reserved hereby,such easement will automatically terminate and the Owners of the other Parcels agree to execute.a quitclaim deed or other appropriate instrument reasonably necessary to evidence such termination. Section 14.17 Any notices required or permitted to be given under the Governing Documents shall be given in writing to the then Owners of the Parcels at such addresses as they have provided to the Association and shall be deemed given when(i)hand delivered by personal delivery;(ii) one(1)business day after pickup by nationally recognized overnight courier for next day delivery;or(iii)when received by registered or certified mail(return receipt requested, first-class postage prepaid),in any case addressed to the parties as follows: As to Declarant: Trustees of the Post Office Land Trust Attn: Charles Wm.Hurt 195 Riverbend Drive Charlottesville,VA 22911 Telephone: (434)979-8181 Fax: (434)296-3510 or in each case to such other address as any Owner may from time to time designate to the Association by notice given pursuant to this paragraph. The Association upon request of an Owner shall provide the relevant Owner address information contained in its file. 32 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:34 Paps 35 of 41 Section 14.18 Notwithstanding anything to the contrary contained in the Governing Documents or in any Supplementary Declaration,Declarant hereby reserves and is granted:the right and power to execute and record or file technical amendments to the Declaration, any Supplementary Declarations as well as the right to terminate any Supplementary Declaration,for the purpose(s)of correcting spelling,grammar,dates,typographical errors,or as may otherwise be necessary to clarify the meaning of any provision(s)of any of such documents;and,subject to the provisions and restrictions set forth in Section 1.14,1.16 and 1.32 hereof;the right and power to execute and record or file special amendments to this Declaration, any Supplementary Declarations, the Articles of Incorporation, and/or the Bylaws, in order to comply with any requirements of any of the Agencies or to induce any of the Agencies to make,purchase,sell, insure or guarantee any first lien deeds of trust on Parcels. Section 14.19 This Declaration, subject to the provisions and restrictions set forth in Sections 1.14, 1.16 and 1.32, may be amended any time by recordation of an instrument in the Clerk's Office signed by the Declarant and the Owners of Parcels with at least 67%of the then voting rights in the Association, agreeing to such amendment, modification, or termination. Notwithstanding the foregoing,(i)as long as Declarant owns any Parcel,Declarant may,subject to the provisions and restrictions set forth in Sections 1.14, 1.16 and 1.32, unilaterally amend this Declaration in its sole discretion,and(ii)no amendment,modification,or termination which would affect any rights reserved herein in favor of Declarant shall be effective unless joined in by Declarant or its successors and assigns.The provisions(i)and(ii)of this Section are intended to be superior to the rights reserved to Declarant in Section 14.18. Section 14.20 This Declaration shall be construed and governed under the laws of the Commonwealth of Virginia. Section 14.21 This Declaration may be executed in multiple counterparts. (Signatures appear on the following page.) 33 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:35 Page 34 01 4$ WITNESS the following signatures and seals upon due authority: DECLARANT: (X00-I `::Y".."• Char es Wm.Hurt,as Trustee of the Post Office Land Trust 7 A . AA—, •'rley L. isher,as •tee of e Post 0 i Land Trust BANK: First Community Bank,NA. /ievge By. offirx • TRUSTEE: 2.9,.12&(‘ZIOE; C.William Davis,Trustee under Deed of Trust COMMONWEALTH OF VIRGINIA GfPWCOUNTY OF foJLQ. ,to-wit: The foregoing instrument was acknowledged before me this 14"day of 9vack.x40..2_,2005,by Charles Wm.Hurt,as Trustee of the Post Office Land Trust. My Commission expires:(-)C.X5Abe—u—S ‘ CCr't 611- Q ka,libe".6 NOW Public 34 Book: 3085 Page: 361 FlieNumber:2005-00018945 Seq:36 Page 37 of 4$ . COMMONWEALTH OF VIRGINIA RE/COUNTY OF ai?...3barv-tak-P--e. ,to-wit The foregoing instrument was aclatowledged before me thisR$- day of ' epternbet2.,2005,by Shirley L.Fisher,as Trustee of the Post Office Land Trust. My Commission expires: Or AA...a- 3'i 1 to--1 -No Public . Art(451141ALTIL F itC41A Cl /COUNTY OF 9rN.t.e...t..) ,to-wit The foregoing instnmiept was acknowledged before me this . day of ... *a_t r1-,( ') 2005,hY-,4 6r A Lt..d-•J7:4-....-a-A of First Community Bank,N.A.,on its behalf. • . ow r , ,tures:t Lt....,,it z./.30f a 0 te-c 1 it-. NOTARYao F :Tuvt a 4rA PATRIFIAa JirRixTERTS .--712...4.4:C..414L;(2fr74 amodonsOle Wow AIM Notary Pub' Wt5r COMMONWEALTH O VIRGINIA CITY/COUNTY OF t ntrar- ,to-wit: The foregoing instrument was acknowledged before me this ag*lay of 5t.f44.4i1b4 r ,2005,by C.William Davis,Trustee under Deed of Trust. M Commission expires: OCti,iptA.- aa,66/tt ••••••••46 ,s14 5 1140., 000IC7AL BEAL 2- rr, V STMEOF PUBLIC Lock,t,h- to . 4,VI: r r' JAMWW RT.4,aox iv No Public ..--c-1"' vs/OellambniterrerOdo7:40.2014 liadtteUSER- `...^ 0 '," ,".•....' • ..21-asCLEAN 1/84.600 35 Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:37 Popo 38 of 48 EXHIBIT A Legal Description of Property PARCEL ONE: All that certain tract or parcel of land,with all rights and appurtenances thereto, situated in Albemarle County, Virginia, fronting on Timberwood Boulevard, containing 28.60 acres,more or less,shown on a plat by Rivanna Engineering& Surveying, PLC,dated February 8, 2005,recorded in the Clerk's Office of the Circuit Court of the County of Albemarle,Virginia,in Deed Book 2918,Page 281;and BEING a portion of the property conveyed to Charles Wm.Hurt and Shirley L. Fisher, as Trustees for the Post Office Land Trust pursuant to the terms of a certain land trust agreement dated October 27, 1997,by deed from Joseph W. Wright,Jr.,dated November 3, 1997,recorded in the aforesaid Clerk's Office in Deed Book 1661, Page 116; and by deed from S-V Associates, a Virginia Partnership,and M.Clifton McClure and Robert M.Callaghan,as Trustees of the One-Ninth Land Trust,dated.September 30,2004,and recorded in the aforesaid Clerk's Office in Deed Book 2890,Page 696;and by deed from Birckhead,LLC, a Virginia limited liability company,dated December 30,2004,and recorded in the aforesaid Clerk's Office in Deed Book 2904,Page.65. PARCEL TWO: All those certain tracts or parcels of land, with all rights and appurtenances thereto,described as Lot A,containing 1.31 acres,more or less,Lot B,containing 1.79 acres, more or less,Lot C, containing 1.92 acres,more or less, and Open Space 1, containing 1.74 acres, more or less, all in Block CI, as shown and designated on a plat of Hollymead Towncenter Block Cl prepared by Rivanna Engineering&Surveying,PLC,dated August 9,2004,revised January 17,2005, and recorded in the aforesaid Clerk's Office in Deed Book 2916,Page 22. BEING a portion of the property conveyed to Charles Wm.Hurt and Shirley L. Fisher, as Trustees for the Post Office Land Trust pursuant to the terms of a certain land trust agreement dated October 27, 1997,by deed from Joseph W. Wright,Jr.,dated November 3, 1997,recorded in the aforesaid Clerk's Office in Deed Book 1661,Page 116;and by deed dated December 22,2003,from River Heights Associates Limited Partnership,recorded in the aforesaid Clerk's Office in Deed Book 2672,Page 727. \\Nonre\USSR F 03 DPJ\CAC\WPDATA\HURT\CURR.MA71Hollymad Town Ott-pd-Exhibit A.doa 10/6!05 1:00 PM • Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:38 • Pogo 39 of 46 ' EXHIBIT B Hollymead Town Center Area C -Block Designation //:,-,;;;;;* Charlottesville,Vhginia 07°''" • ._ - / 141119 reo ;2---'am - , ,:i100,1,.®� 11 rte, vII�jj��� , ,111N11i11 III WW"00 II , �� , �(j� . �sTmDcite,1,,,11 .„.....0 -�(. l ., :. fiterrrruirfrif - 9 I ��ii I•J 'l. Route 29 4 t. - s - --- '"\ (9-1.1 ) Nb Book: 3085 Page: 361 FIIeNumber:2005-00018945 Seq:39 Pig*40 of 4$ EXHIBIT C offers Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:40 •• • • 41 of 48 • • EUIXBIT C • • • ZMA-01-20 111PROFFERS Hoilymead Town Center Area C July 25,2003 • • TAR MAP 32,Pan:ds•41D,43A,44,45,46 • 37.1 Acres Pursuant to Section 333 ofthe Albemarle County Code(the"Code"),the owners,or their duly authorized agents,hereby voluntarily proffer the conditions listed below which shall only be applied,except as specifically set forth herein to the area identified as Regional Service Area C on the Application Plan,(defined below)comprising all or some of the above referenced tax map parcels(the'Tweedy"). • • These conditions are proftbred as pert of the requested'zoning and it is agreed that:1)the rezoning itself gives rise to the need for the conditions;and 2)such conditions have a reasonable relation to the rezoning request 1. Development shall tie in genend accord with the Application Plan entitled Rezoning Application Plans for Hollymead Town Center Regional Service Area C,(Sheets A-1,A- • 2,only),prepared by Rivanna Engineering&Surveying PLC,revised,last revised,July 7,2003("Application Plan"). The standards of development and central features and a major elements within the Property essential to the design of the development shall be in general accord with the Block Exhibit,the Code of Development's Narrative,and the ' . Code of Development's tables and appendices set forth in the attached Application ,Booklet,entitled"Hollymead Town Center,Application Booklet,VA-01-20(Area Cr The Owners have presented,as part of their rezoning applieation,a number of conceptual plans and illustrations for various purposes,but principally to provide justification for the rezoning actions they are seddng. Unless specifically referenced in these proffers,all plans and Illustrations submitted as pert of Applicant's tenoning application,other than • the Application Plan as defined above,shall be deemed illustrative only,and such plans and illustrations shall not be deemed proffisrs.The Owners reserve the right to reconfigure the internal block hnpinvements,consisting of buildings,parking and drive • aisles and drive-through window features and as shown on the Application Plan in order to:i)comply with conditions imposed by Special Use Permits,and Ii)assure compliance . with ARB requirements iii)and provide all necessary storm water management and • BMP's as necessary. • • 2. Tlie Owners of Area C,as shown on the Application Plan(the"Owner)shall cause completion ofthe fblbwing road improvements that shall be roads constructed to VDOT standards and either be accepted by VDOT or be bonded for VDOT's acceptance as • &lbw: Construction of ilmberwood Boulevard,as depicted on the Application Plan and thither described as follows i)from the intersection at US Route 29 to a new terminus within Hollymead Town Center that is shown at the extension of the • • • • Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:41 • • . . • ••. ' . . . . „ . . . . • . Poke 42 of 48 . . MA-01-020 .•. • • • Hollymead Town Comer Area C . • j • VDOT Altura road.hirprovement Project of Airport Road,this will provide the •• conneetkin to AiMort Road ftom Route'29 as previously proffered impart Of' ZMA-94-08. The constructed Improvements shallinehide trnitaltboimd lanes in • conjunction with the improvements'designed for TM 32 Parcels 41D1 and 41A to • • • • the first dual Iánó roundabout at access road B and Westbound lanai of dind left len*one firm lane tard•one continuous right turn lane from the roundabOtit at access road Ei totie intersection with Route 29,from the rormdaboin at access •. road B a two lane section shall be constructed to the VDOT extension,with additional trim lanes at bitaseetions located in Area C pursuant to road plans approved by the Virginia Department of Transportation("VDOT')and the . County as part allie Area C site plan: • B.Construction°Nital left turn lanes at the intersection OfRoute 29 and Tunbetwood Boulevard,,from northbound Route 29 into runberwood Boulevard. The turn lane and.taper lengths will be determined with final road plans to be •reviewed and approved byVDOt • • • • • • •• C. Signaliiation at Timberwood Boulevard and Route 29 shall include reconstruction at the Forest Lakes Subdivision entrance location,as scheduled in coordination vrith•VDOT. All turn Movements shall be signaled at the • intersection ofReline 29.and timberwood Boulevard,as approved by VDOT. ' The existing intersection exiting Finest Lakes shall be reconstructed to maintain • • the dual left lanes,the continuous right turn lane and add a through lane according to the final design in the previous paragraph. D.TheOwner proffers to dedicate land and construct a third through lane on • Route 29(consisting of lane width,shoulder and drainage Improvements) • southbound from the entrance road,(Timberwood Boulevard)at the Property's Northern boundary. The Owner also shall dedicate land or cause to be dedicated and construct i)a contimmui through lane 500-feet to the Southern boundary of Area C,ii)a taper lane consisting of a 200 foot taper beginning at the Southern • boundaty and Route 29(m the event area B is not rezoned and their proffbns • • • accepted),and Ili)a continuous right turn lane starting at the right-in at the • Northern boundary of TM 32 Parcel 41A to the right-in at the Southern entrance of Area C.. • • B.Construction of one additional continuous right turn Northbound lane starting 1090 feet south of Timberwood Boulevard at the location of the beginning of the turn and taper of Worth Crossing and Route 29;and terminating at Timberwood • • • Boulevard. • • F.Access Road C,between Area A and he intersection with Timberwood will be built or bonded before the issuance of the first certificate of occupancy within • • Area B.If bonded;the read will be constructed for acceptance by VDOT within • one year of the first dertifkate ofocicupancy. • • • 2 • • • • . . • • Book: 3085 Page: 361 FileNurnber:2005-00018945 Seq:42 • • 1:1_, Pahl 43 of ala• k-01� 1 . Hollymead Town Center Atha C • - • The road im int listed in proftn.2A,2B,2C,21),213ind 2F above• shall • be co stmcoed,•ln aocdrdance with raid plans submitted by the Owner and . • approved by VDOT. All of the fos+egoIn$rents shall bei)oonitructed to VDOT design standards pursuant to detailed plans agreed to between the Applicant and VDOT,and i)accepted by VDOT for pylic use or bonded for VDOT's soceptsnce as a condition for issuance of any certificate of occupancy • .for AreaC improvements(*cept as otherwise provided in proffer 211. The • width,length,low,(inside median oroutside en lating pavement),type of • • scation(erg,,urban vs.trial),and geometries deli lane improves Shall be as • • regoired by VDOT design stands ds and detailed plans nibmitted by the Owner approved by VDOT- • 3. All road improvements listed in proffer 2above shall be substantially completedprior to the issuance of the first Certificate of Occupancy in Area C;notwithstanding the foregoing,the road proffers described in proffer 2 above shall be satisfied If the Owner ' has submitted plans fix all aitch road improvements for.review by VDOT,and although such improvements are not Silly completed by the issuance of a Certificate of Occupancy ' for Area C,,sufficient bond has been supplied to satisfti alienate to complete midi improvements in accordance with plans approved by VDOT. Substantially complete fbr the purposes oft eseprofibfs than mean approved anb-base gravel,curb and guar, . • intermediate middles and necessary storm water management improvenieata and 'satisfactory completion of road improvements required for public safety,and signalized*but shall'not include final activated signals which are subject to testing and 40 synchronization aecord'ng to VDOT inspection. MI proffers to make road improvements • contained in proffer2 of these proffers are conditioned upon VDOT's approval of an entrance permit at the Timberwood Boulevard intersection with Route 20 as shown on the ApplicationPiatt. The Owner shall submit to VDOT plans or such road '. improvements within 30 days of the rezoning and shall diligently pursue such approvals • • from VDOT. • 4.. Upon request of the Ceunty,•fhe Owner'shall contribute$10,000.00 to the County or • . . VDOT for the purposes of funding a regional transportation study for the Route 29 • • • Corridor. The$10,000.00 contribution Shall be made within 30 days after requested by ' the County after the first final site plan or subdivision plat is approved in Area C and,if • not expended for such purposes within three years from the date the thuds were • contributed,such funds shall be redivided to the Owner. • . 5. The Owner shall contribute$200,000.00(the"total Contribution"to the County for the puipose of fending capital improvements related to the•Hollyaread Town Center. The contribution shall be paid as followx$100,000.00 shall be contributed to the County • Within 30 days after tip first final site planer subdivision plat comehdng dwelling units is approved In Area C;the remainder of the contribution shall be paid on a pro rata basis at the time a certificate of occupancy is limed fix each dwelling writ;the pro rata . • contribution shall be based upon the number of dwelling units approvedis part of the • first final site plan or'subdivision plat. If five yeariefterthe date of approval ofthe fine M final site plan or subdivision plot die total contribution has not been idly paid,the Owner • . . 3 • • • Book: 3085 Page: 361 FileNuimber:2005-00018945 Seq:43 • • Paso 44 of 43 • • fl%IA-01-020 Hollymead Town Center Area C shall contribute the unpaid balance within 30 days upon the request of the County. If the hind is not exhausted within 10 years Brom the date the last contribution is made,such . unexpended thuds shall be refbnded to the'Owner: 6. Upon the request of the County,for any parcel used for non-residential purposes in the• portion that is currently zoned Iight.Industry that will be rezoned to PDMC the Owner shall petition for and consent to a CommunityDevelopment Authority("CDA") established pursuant to Section 15.2-5152,et seq.ofthe Code of Virginia("Code")to be created for the purpose of financing finding planning,establishing constructing, . reconstructing,enlarging extending or maintaining Route 29 and roads and other • improvements associated therewith,whjchshell include,but may not be limited to improvements to Route 29 from the South Fork of the Rivsnna River to Airport Road,the extension of Ridge Road as depicted on the MasterPlan,to the South and across the • 'Rimini'River to connect to feigner Drive. • Submitted as of the 25*day of fly 2003,by:Post Office Land Trust • • By .R/Ap,2. / By: "id • . Charles W.Huit,Trustee Shirley 1..FisX, I • • • • • • • • • • • • • • • • • • • SD • • • •4 • ,_ • • • Book: 3085 Page: 361 FIIeNumber.2005-00014945 Seq:44 • • • • Paw 45 of 46 • • • • • • • 4? • 7 • Ak. IP• • . . . • COUNTY OF ALBEMARLE • • Depe3imont of Building Code and Zoning SaVideS 401 Mdntlie Road,Room 227 chadottesviffe,ViroMia 22902-4596 • FM1494)9724126 • • TELEPHONE(434)2906832 T7D(434)972-6012 September 8,2003 • • •' • • • Katurah Roell • • • • Virginia Land Company • 195 Riverberid Drive Charlottesville,VA 2291.1 • RE: ZMA-2001-020 Hollymead Town Center Area C Tax Map•32,Parcels 41D,43A,44,45 and 46 • Dear Mr.Roell: 0 0 ' • There is a typographical error in the proffers for this rezoning. Proffer#3 refers . to an entrance permit at the Timberwood Boulevard intersection with Route 20. a This should be read at Route 29.Please file this letter with your copy of the•• proffer.No further action is required. Please contact me if you have questions. • • Sincerely, "444, • • • ' 'John Shepherd • • • • Manager of Zoning Administration • • COPIES: Amelia McCulley,Zoning Administrator,Janice Farrar,Planning Assistant;Greg Kamptner;Assistant County Attorney;Melvin Breeden;Director of Finance,Ella Washington Cary,Clerk to the • . • Board of Supervisors. • .. • • • • • • • • • • • QW41eaTmffenNHol1ymead C Typo amectIon.doc • Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:45 Pogo 44 of 44 EXHIBIT D Panora'Locations of Monument Signs • 11MIcO1IBUSER FilesUMEEWPDATAMRT1439DEPARATON-94145 CLEAN VEFLOoo Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:46 Pegs 47ofMI Exhibit D Monument Sign- 9j \ — HollymeadTown Center - Area C -Monument Sign Location /:.�•,;� Charlotteeville,Virginia ' -,..* : /% , j 4' % �IIiI1111Itf�tl� V 1 ,x,11 I1; II"I1, 1'II ., II, Monument ----, - m ,i01= �-.sign r ( 1I (�_,�N' ,� � Xii, 111 (04 II CO...51 ':\..) \* , ' ...I...did 0 I.,0:04;yeiffirta ItIWg j iwio ii , . , ._.,,,- ,,, ,_ Monument 'it `, so ktimagarfri Sign Route 29 r • 1 ( No Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:47 Pelle 4$of 4$ • • RECORDED IN CLERKS OFFICE OF ALBEMARLE ON October 12,2005 AT 101528 AM $0.00 GRANTOR TAX PD AS REQUIRED BY VA CO0E1513.1402 STATE:$0.00 LOCAL:$0.00 ALBEMARLE COUNTY,VA ` LBT MARSHALL CLERK CIRCUIT COURT , O:'YYLAU.tD-oma Book: 3085 Page: 361 FileNumber:2005-00018945 Seq:48 i r 018945 a Instrument Control Number 1 Commonwealth of Virginia Land Record Instruments Cover Sheet-Form A 11 It gldlll Itl11 11111Jff I Hi Doc ID: 001152750046 Type: DEE • [ILS VLR Cover Sheet Agent 1.0.66] Recorded: 10/12/2095 at 30:35:29 AM Fee Amt: $55.00 Pape t of 46 _ -0- Albemarle County, VA T C Date of instrument 9/112005 Shelby Marshall Clerk Circuit Court [ ] F11eW 2905-08038945 X R Instrument Type: [DEC , BK3085 p�361-406 P E Number of Parcels [ 1] X Number of Pages [ 45] E M City❑County x❑ [Albemarle County j (Box for Deed Stamp Only) p First and Second Grantors I. I Last Name I First Name Middle Name or Initial + Suffix [HURT TR ][CHARLES I[WM 11 ] ❑❑ [FISHER TR )[SHIRLEY ][L I I ] First and Second Grantees Last Name I First Name I Middle Name or Initial ( Suffix ❑❑ [NA ][NA ][ I[ I ❑❑ [ If If 1f ] Grantee Address (Name) [NA ] (Address 1) [NA ] (Address 2) [NA (City,State,Zip) [NA ] [VA I [NA I Consideration[0.00 1 Existing Debt[0.00 1 Assumption Balance[0.00 ) Prior Instr.Recorded at:City ❑ County [ ) Percent.In this Juris. [ 100] Book I ] Page [ ] Instr.No [ I Parcel Identification No(PIN) [03200-00-00-041D0 ] Tax Map Num. (if different than PIN) (same 1 Short Property Description [Hollymead Town Center-28.60 acres on Timberwood Blvd plus j [ I Current Property Address(Address 1) [Route 29 North ] (Address 2) [ ] (City,State,Zip) [Charlottesville )[VA 1[22911 1 Instrument Prepared by [McCallum&Kudravetz PC I Recording Pald for by [McCallum&Kudravetz PC 1 Return Recording to (Name) [McCallum&Kudravetz PC 1 (Address 1) [250 E High Street ] (Address 2) [ ] (City,State,Zip) [Charlottesville ][VA 1[22902 ] Customer Case ID [02000.1433 1 [02000.1501 I[ I ‘,;i , ili:,0,1 . ,.t 1,, s, L I'lik.50).4034r:41::! 1 Cover Sheet Page#1 of 2 .r ,, MIIIIIIMIIIIIIIM11111.11111111111111118.1111111111111111111111.1111111.1111r ,i v Instrument Control Number 0 1 8 9 14 5 Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form B [ILS VLR Cover Sheet Agent 1.0.66] T G G C Date of Instrument: [91112005 ] A R R 0 Instrument Type: [DEC 1 XAAR N N P Number of Parcels [ 1] E T T X O E Number of Pages [ 45) E R ECity El County© (Albemarle County 1 (Box for Deed Stamp Only) M Grantors/Grantees/Parcel Continuation Form B L _— i Last Name i First Name i Middle Name or Initial I Suffix 1 0®0❑ [POST OFFICE LAND 1[ 11 11 1 ❑®El® [FIRST COMMUNITY 11 11 11 1 0®0 0 [DAVIS TR ][C I(WILLIAM 11 1 0000 [ 11 11 II 1 0❑00 ( 11 11 1[ 1 0D00 i H 11 ]( 1 0 0 0 El )[ 11 1( 1 C]❑O❑ [ ][ 11 II 1 D D D D [ I[ It l 1 ❑0 0 0 i H 11 1[ 1 0 0 0 D I ][ 11 1 0000 i I[ I[ 11 1 ❑❑❑❑ 1 H I[ ][ 1 0000 i 11 11 i[ Ell=Ell [ H I[ 11 1 Prior Instr.Recorded at:City ❑ County [ ] Percent.In this Juris. [ j Book [ I Page ( ] Instr.No [ 1 Parcel Identification No(PIN) [ 1 Tax Map Num. (if different than PIN) [ i Short Property Description [ 1 ( 1 Current Property Address(Address 1) [ 1 (Address 2) [ i (City,State,Zip) ( 11 )1 j + t l, . , irliii,# Cover Sheet Page#2 of 2 TMP 03200-00-00-041D0 Prepared By: McCALLUM&KUDRAVETZ,P.C. 250 East High Street Charlottesville,VA 22902 (434)293-8191 THIS DECLARATION ("Declaration") is made and entered into this 1st day of September, 2005, by CHARLES WM. HURT and SHIRLEY L. FISHER, AS TRUSTEES OF THE POST OFFICE LAND TRUST under land trust agreement dated October 27, 1997 ("Declarant"),and FIRST COMMUNITY BANK,N.A. (the"Bank")and C. WILLIAM DAVIS, as trustee(the"Trustee"). WITNESSETH: WHEREAS, Declarant is the owner of those certain contiguous tracts or parcels of land more particularly described on Exhibit A attached hereto(the"Property");and WHEREAS,Declarant intends to develop the land within the Property as integral parts of a mixed use development(the"Development"),containing both commercial and residential uses, in accordance with the Code of Development (ZMA 2001-020 Area C) (together with the Proffers, the Application Plans and all other exhibits and attachments, as amended, "the Master Plan") for the Property on file in the offices of County of Albemarle, Virginia(the "County"), which Master Plan has been duly approved by the County;and WHEREAS, the Master Plan on file with the County presently envisions the division of the Development into nine separate tracts or blocks of land("Blocks") as generally depicted on the attached Exhibit B;and WHEREAS, in order to provide for the orderly use, operation, and development of the Property and the Development,the Declarant desires to subject the Property to certain covenants, restrictions, easements, conditions, reservations, liens and charges to which the Property shall henceforth be subject, each and all of which is and are for the benefit of the Property, and any lots or parcels to be hereafter created therefrom,and the Owners thereof,all as more particularly set forth herein and in the Governing Documents;and WHEREAS,the Bank and the Trustee,as the Lender and the Trustee,respectively,under that certain Credit Line Deed of Trust dated February 9,2005,recorded in the Clerk's Office of the Circuit Court of Albemarle County,Virginia(the"Clerk's Office"),in Deed Book 2918,Page 266,join herein to evidence their consent to this Declaration and the matters contained herein. NOW, THEREFORE, in consideration of the premises, the Declarant hereby declares that henceforth the Property is and shall be held, transferred, sold, conveyed, encumbered, developed, and occupied subject to (i) the applicable covenants, restrictions, easements, 1 moommummosimilligmillir t , conditions, reservations, liens and charges henceforth set forth, and any valid amendments or supplements hereto,which are imposed for the purpose of protecting the value and desirability of the Property and to provide for the orderly development and use of the Property and any parcels or lots created therefrom hereafter and consistent with the Code of Development, and (ii) the other Governing Documents. The provisions herein set forth shall run with the land and shall be binding upon any and all parties who have or shall acquire any right,title and/or interest in all or any part of the Property subject to this Declaration, and shall inure to the benefit of each Owner thereof,all as more particularly set forth herein. ARTICLE I DEFINITIONS The following terms,when used in this Declaration,shall have the following meanings: Section 1.01 "Agencies" shall collectively mean the Government National Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA), the Department of Housing and Urban Development including the Federal Housing Administration(HUD),the Veterans Administration(VA)or any other governmental or quasi-governmental agency or any other public, quasi-public or private entity which performs (or may in the future perform) functions similar to those currently performed by any of such entities. Section 1.02 "Approved Site Plan" shall mean and refer to a site plan for the development of a Parcel which has been approved by the applicable Governmental Authorities. Section 1.03 "Architectural Control Board"or"ACB"shall mean and refer to the board established in Article VII below for the purposes of controlling and regulating the development and the external design, appearance, landscaping, grading and use of the Parcels and the structures and improvements thereon. Section 1.04 "Assessments" shall mean and refer to any assessments or charges, including but not limited to annual assessments, special assessments, reimbursement charges, special purpose charges,and other charges or expenses of any kind,assessed by the Association and charged to Owners of Parcels as set forth in the Governing Documents. Fees,charges,late charges, attorneys' fees, fines and interest charged pursuant to this Declaration shall be enforceable as Assessments under this Declaration. Section 1.05 "Association" shall mean and refer to the "Hollymead Area C Owners Association,Inc.",a Virginia non-profit nonstock corporation incorporated under the laws of the Commonwealth of Virginia,its successors and assigns,as further described in Article XI below. Section 1.06 "Block" shall mean and refer to any of those nine (9) separate tracts or blocks of land as described or set forth on the Master Plan for the Property on file with the County of Albemarle,Virginia,and as generally described on Exhibit B attached hereto. 2 Section 1.07 "Block Cl Lots"shall mean and refer to Iots A,B and C as shown on the Block CI Plat or as may be further subdivided. Section 1.08 "Block Cl Plat" shall mean and refer to that certain "Plat Showing Subdivision of Tax Map 32, Parcel 41D Hollymead Town Center Block Cl and Boundary Adjustment for TMP 32-41D1,The Tiki Property Rivanna District,Albemarle County,Virginia" last revised January 17, 2005 consisting of 4 sheets prepared by Rivanna Engineering & Surveying,PLC of record in the Clerk's Office in Deed Book 2916,at page 22. Section 1.09 "Building Areas"shall mean and refer to any building areas on a Parcel as designated or shown on the Master Plan on file with the County or on any Approved Site Plan. One or more buildings may be located within a Building Area. In the event of any conflict between Building Areas as designated or shown on an Approved Site Plan and Building Areas as shown on the Master Plan,those designated or shown on the Approved Site Plan shall control. Section 1.10 "Code of Development"shall mean that certain document entitled Code of Development (ZMA 2001-020 Area C) as approved by the County of Albemarle, Virginia on August 6,2003. Section 1.11 "Common Area"shall mean any of those tracts or portions of the Property which the Declarant causes to be dedicated or deeded to the Association for the common use or benefit of the Association and/or the Owners, including but not limited to, Open Space 1 as shown on the Block Cl Plat;provided Declarant shall have no right to dedicate any portion of the Block CI Lots for, and no portion of said Block Cl Lots shall be deemed to be, Common Area for purposes of this Declaration. Section 1.12 "Constant Dollars" shall mean the value of the U.S. dollar to which such phrase refers,as adjusted from time to time. An adjustment shall occur on the 1st day of July of the fifth(5th)full calendar year following the date of this Declaration,and thereafter at five(5) year intervals. Constant Dollars shall be determined by multiplying the dollar amount to be adjusted by a fraction,the numerator of which is the Current Index Number and the denominator of which is the Base Index Number. The"Base Index Number" shall be the level of the Index for the month closest to the date of this Declaration; the "Current Index Number" shall be the level of the Index for the month such Index is published closest and prior to the date of adjustment, The"Index"shall be the Consumer Price Index for All Urban Consumers,published by the Bureau of Labor Statistics of the United States Department of Labor for U.S. City Average, All Items (1982-84=100), or any successor index thereto as hereinafter provided. If publication of the Index is discontinued, or if the basis of calculating the Index is materially changed,then the Association shall substitute for the Index comparable statistics as computed by an agency of the United States Government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Index. Section 1.13 "Declarant" shall mean and refer to Charles Wm. Hurt and Shirley L. Fisher,solely in their capacity as trustees and not personally,as Trustees of the Post Office Land 3 mow Trust under a land trust agreement dated October 27, 1997, and any assignee of them as Declarant with regard to the Property. Section 1.14 "Declaration"shall mean and refer to this document and to the covenants, restrictions,easements,conditions,reservations,liens and charges and all other provisions herein set forth in this entire document, as same may from time to time be amended or supplemented provided that no amendment or supplement of the Declaration or any of the Governing Documents affecting the Block Cl Lots or the Owners of any Parcels comprising the same shall be made or effective without the written consent of the Owners of the Block Cl Lots and the Parcels comprising the same which are affected thereby. Section 1.15 "Floor Area" shall mean the aggregate of the actual number of square feet of space contained on each floor within a Building for which Albemarle County has issued a certificate of occupancy (either temporary or permanent), including any mezzanine space, as measured from the exterior faces of the exterior walls or store front and/or the center line of any common walls;provided,however,that those areas to be excluded from Floor Area as set forth in the Rules and Regulations shall not be included in such calculation. Section 1.16 "Governing Documents" shall mean this Declaration, the Rules and Regulations,the Association's Articles of Incorporation and bylaws,the Proffers,and the written approvals and non-approvals of the ACB as the same may be amended, modified, or supplemented from time to time subject to the provisions of Section 1.14 above. Section 1.17 "Governmental Authorities" shall mean and refer to any federal, state, county, city or local governmental or quasi-governmental authority, entity or body (or any department or agency thereof)exercising jurisdiction over a particular subject matter,including, without limitation,the Albemarle County Architectural Review Board(the"ARB"). Section 1.18 "Governmental Requirements"shall mean and refer to all applicable laws, statutes, ordinances, codes, rules, regulations, orders, and judicial decisions or decrees, as presently existing and hereafter amended,of any Governmental Authorities, including,without limitation,the Master Plan on file with the County. Section 1.19 "Master Plan" shall mean and refer to the Code of Development (ZMA 2001-020, Area C), the Proffers, together with the Application Plan and all maps, tables, and other exhibits and attachments on file with the County of Albemarle, Virginia and which are applicable to the Property,as the same may be amended,supplemented,or modified from time to time. Section 1.20 "Notice and Hearing" shall mean a written notice and a public hearing before the Board of Directors of the Association or a tribunal appointed by the Board with such notice to be given in the manner provided in the Bylaws. Section 1.21 "Occupant"shall mean an Owner or tenant of a Building who is in actual possession of a Building or portion thereof. 4 Section 1.22 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, including the Declarant, of the fee simple title to any Parcel, including contract sellers,but excluding those having such interest merely as security for the performance of an obligation. Section 1.23 "Parcel" shall mean and refer to any existing tract or parcel of land comprising the Property, and any tract or parcel which is hereafter subdivided or created from the Property or any Parcel, as reflected on plats or other instruments recorded in the Clerk's Office. Section 1.24 "Parking Area" shall mean those areas on a Parcel, other than Building Areas, which are developed and improved for parking purposes, including any driveways, entrances,and landscaping associated therewith,as more particularly shown on an Approved Site Plan. Section 1.25 "Period of Declarant Control" shall mean a length of time extending until such time as the Declarant no longer owns any Parcel in the Development other than Parcels upon which Declarant has erected Buildings. Section 1.26 "Permittee"shall mean any occupant,tenant,subtenant,employee, agent, contractor, customer, supplier, vendor, invitee, licensee, or concessionaire entitled to use, occupy,or access any Building or portion thereof on any Parcel in the Development. Section 1.27 "Proffers" shall mean those certain proffers made to Albemarle County, Virginia,as set forth in Exhibit C annexed to this Declaration. Section 1.28 "Property Manager"shall mean such party,if any,designated from time to time by the Association to maintain and operate the Parking Areas and/or Common Area of the Development(other than on the Block Cl Lots). The party designated as Property Manager shall serve in such capacity until its agreement with the Association is terminated. During any period a Property Manager is not designated and active,each Owner shall maintain and operate its own Parcel (including any Parking Areas and/or Common Areas thereon)pursuant to Article 10.01 hereof. Section 1.29 Residential Tracts"shall mean and refer to those tracts within the Property intended for development for exclusively residential purposes. Section 1.30 "Roads" shall mean and refer to Timberwood Boulevard, Conner Drive, Meeting Street,and Abington Drive as shown and described on the plats or plans referenced in Section 2.02 hereof. Section 1.31 "Rules and Regulations" shall mean those certain rules and regulations which have been adopted by the Association to assist in the implementation of this Declaration and the development,use,and operation of the Property as the same may be amended,modified, or supplemented from time to time. 5 Section 1.32 "Supplementary Declaration" shall mean and refer to any declaration which may be executed and recorded by the Declarant,its successors or assigns,which extends the provisions of this Declaration to additional real property and/or which contains such complementary or modifying provisions as are not inconsistent with the concept of this Declaration;provided any Supplementary Declaration affecting the Block Cl Lots or any Parcels comprising the same shall only be made and effective with the written consent of the Owner of the Block Cl Lots and the Parcels affected thereby. Section 1.33 "Townhouse Lot"shall mean and refer to any plot of land designated as a lot upon any recorded plat of any Block or Parcel or portion thereof intended for residential development as townhouses or townhomes, including a condominium unit (vertical condominium unit or otherwise)under a condominium regime. Section 1.34 "Utility Lines"shall mean and refer to those facilities and systems for the transmission of utility services, including the drainage and storage of surface water. "Common Utility Lines"shall mean those Utility Lines which are installed to provide the applicable service to two or more Parcels. "Separate Utility Lines" shall mean those Utility Lines which are installed to provide the applicable service to a single Parcel. The portion of a Utility Line extending between a Common Utility Line and a Building shall be considered a Separate Utility Line, ARTICLE II EASEMENTS Section 2.01 The Declarant hereby establishes for the benefit of all of the Parcels,and their respective Owners, occupants and Permittees, in common with others entitled to use the same, permanent, reciprocal and non-exclusive licenses and easements for the purpose of passage and parking of vehicles over and across the parking and driveway areas of each Parcel, as the same may from time to time be constructed and maintained for such use, and for the passage and accommodation of pedestrians over and across the parking,driveways and sidewalk areas of each Parcel,as the same may from time to time be constructed and maintained for such use.The easements herein established shall be appurtenant to and for the benefit of each Parcel, and shall be binding on,enforceable against and burden each Parcel. Such easement rights shall be subject to the following reservation as well as the other applicable provisions contained in this Declaration:each Owner reserves the right to temporarily erect or place barricades in and around areas on its Parcel which are being constructed and/or repaired in order to insure either safety of persons or protection of property. Section 2.02 In addition to the general easement specified in Section 2.01, the Declarant hereby establishes for the use of all Owners,in common with others entitled to use the same, a non-exclusive, perpetual easement (or until publicly dedicated to and accepted by any Governmental Authorities, if sooner) for the passage and accommodation of pedestrians and vehicles(but not for parking purposes unless parallel parking is made available by Declarant in accordance with the Master Plan or any Approved Site Plan)upon,over and across that portion of the Property designated as access roads on the Master Plan (provided no access roads 6 contained wholly within the areas of the Block Cl Lots shall be designated as access roads for purposes of this Section 2.02), including the Roads (collectively, the "Access Drives"). The Access Drives shall be at least approximately twenty-four (24) feet wide (curb to curb) and contain at least two(2) lanes,one in each direction. The easements herein established shall be appurtenant to and for the benefit of each Parcel, and shall be binding on, enforceable against and burden each Parcel. During the term of this Declaration (to the extent any such Access Drives shall not be publicly dedicated and accepted by any Governmental Authorities), each portion of the Access Drives shall be maintained in accordance with the provisions governing the maintenance of the parking and driveways on each Parcel,and such Access Drives shall not be relocated without the approval of the ACB. Until such time as any of the Access Drives are publicly dedicated and accepted by the Governmental Authorities, the Access Drives require private maintenance, and cost of repair, maintenance, upkeep. improvement, or replacement (herein,"maintenance")of the Access Drives and any roads located therein will not be borne by the County of Albemarle or any public agency.but rather shall be the sole responsibility of the Association with the costs of maintenance to be allocated as Common Area Maintenance osts as further provided herein.In the event this Declaration is terminated at a future date,any Owner may, at its expense, relocate the portion of the Access Drives located upon its Parcel (to the extent any such Access Drives shall not be publicly dedicated and accepted by any Governmental Authorities) so long as the relocated portion remains reasonably direct and ties into or connects with the other portions of the Access Drives on the immediately adjacent Parcels to which such Access Drive is initially connected.Notice of such relocation shall be provided to each affected Owner at least thirty(30)days prior to relocation of such Access Drives. Section 2.03 The Declarant hereby establishes non-exclusive, perpetual easements (or until replaced with easements dedicated to public Utilities Lines, if sooner)in,to, over,under, along and across those portions of the Parcels(exclusive of any portion located within Building Areas) necessary for the installation, operation, flow, passage, use, maintenance, connection, repair,relocation,and removal of Utility Lines serving any other Parcel;provided no new Utility Lines,other than those constructed pursuant to easements previously created and of record prior to the date of this Declaration,shall be constructed in,under or over the Block CI Lots except(i) such Utility Lines exclusively serving the Parcel on which such Utility Lines are constructed,or (ii)such Utility Lines that serve more than one of the Parcels comprising the Block Cl Lots and as are approved by the owner(s) of said Parcels so being served. The initial location of any Utility Line shall be subject to the prior written approval of the ACB. Such easement area shall be no wider than necessary to reasonably satisfy the requirements of a private or public utility company, or ten (10) feet on each side of the centerline if the easement is granted to another Owner. The Benefitted Parcel Owner shall provide to the Burdened Parcel Owner a copy of an as-built survey showing the location of such Utility Line.All Utility Lines shall be underground except: (a) ground mounted electrical transformers; (b)as may be necessary during periods of construction, reconstruction, repair or temporary service; (c) as may be required by Governmental Authorities;(d)as may be required by the provider of such utility service;and(e) fire hydrants. Section 2.04 Each Parcel shall have the perpetual right and easement to discharge surface storm water drainage and/or runoff from its Parcel over, upon and across the Parking 7 Area and any other area of the adjacent Parcels, other than Building Areas,upon the following conditions and terms: (a) the grades and the surface water drainage/retention system for each Parcel shall be initially constructed in strict conformance with the plans and specifications approved by the ACB and in accordance with the Approved Site Plan; and(b)no Owner shall alter or permit to be altered the surface of its Parcel or the drainage/retention system constructed on its Parcel if such alteration would materially increase the flow of surface water onto an adjacent Parcel either in the aggregate or by directing the flow of surface water to a limited area. All surface water collection, retention and distribution facilities shall be deemed a Common Utility Line. Section 2.05 Work by an Owner with respect to relocation of a Utility Line on its Parcel,other than Utility Lines exclusively serving such Parcel,shall only be done provided such relocation: (a)shall not interfere with or diminish the utility service to the other Parcel Owners; and if an electrical line/computer line is being relocated, then the respective Owners shall coordinate such interruption to eliminate any detrimental effects; (b) shall not reduce or unreasonably impair the usefulness or function of such Utility Line;(c)shall be completed using materials and design standards which equal or exceed those originally used and which comply with all Governmental Requirements; and(d)shall have been approved by the provider of such utility service and the appropriate Governmental Authorities to the extent required. Documentation of the relocated easement area,including the furnishing of an"as-built"survey to all Burdened Parcel Owners, shall be at the Benefitted Parcel Owner's expense and shall be accomplished as soon as possible following completion of such relocation. Section 2.06 Except as otherwise approved by the ACB and except with respect to the Parcels comprising the Block Cl Lots, in order to accommodate any Building improvements which may inadvertently be constructed beyond a Parcels boundary line,each Parcel shall have an easement over an adjacent Parcel, not to exceed a maximum lateral distance of twelve (12) inches, in, to, over, under, and across that portion of the Burdened Parcel adjacent to such common boundary line for the maintenance and replacement of such encroaching Building improvements. Section 2.07 In the event a constructing Owner (the "Constructing Party") determines that it is necessary to place underground piers, footings and/or foundations ("Subsurface Construction Elements") across the boundary line of its Parcel, the Constructing Party shall advise the Owner of the adjacent Parcel (the "Adjacent Party") of the Constructing Party's construction requirements and shall comply with the applicable Rules and Regulations. The foregoing provisions of Sections 2.06 and 2.07 hereof shall not apply to the Parcels comprising the Block Cl Lots or to the Owner(s)thereof. Section 2.08 The easements established under Sections 2.06 and 2.07 shall be appurtenant to and for the benefit of each applicable Benefitted Parcel,and shall be binding on, enforceable against and burden each applicable Burdened Parcel. Notwithstanding such easement, nothing herein shall diminish or waive the right of a Burdened Parcel Owner to recover damages resulting from the failure of a Benefitted Parcel Owner to construct its Building 8 within its Parcel in the case of Section 2.06, or within the easement area limits in the case of Section 2.07. Section 2.09 With respect to Buildings constructed along the common boundary line between Parcels,nothing herein shall be deemed to create or establish the right for a Building to receive support from or apply pressure to the adjacent Building. ARTICLE III STORMWATER AND SURFACE WATER DRAINAGE Section 3.01 The Property will be served by two stormwater management detention facilities,which Declarant has previously caused to be constructed,as follows: (a) a stormwater management facility located on a portion of the Property on the southern side of Timberwood Boulevard near its intersection with U.S.Highway 29,as more particularly described in that certain Deed of Easement dated January 23,2004,recorded in Deed Book 2678,Page 389 in said Clerk's Office("Stormwater Management Facility#1");and (b) a stormwater management facility located on a portion of that certain adjacent land (County TMP 32-46) now or formerly owned by Birckhead, LLC, as more particularly described in that certain Deed of Easement dated January 12,2005,recorded in Deed Book 2905,Page 735 in said Clerk's Office("Stormwater Management Facility#2"). Generally,that portion of the Property located on the eastern side of Meeting Street(those tracts generally described as Blocks I, II, VII, VIII, and IX on the Master Plan) will be served by Stormwater Management Facility#1,and that portion of the Property located on the western side of Meeting Street(generally described as Blocks III, IV,V, and VI on the Master Plan)will be served by Stormwater Management Facility#2. Section 3.02 The Declarant hereby establishes permanent,reciprocal and non-exclusive easements (including the easements referenced in Section 3.01(a) and (b), collectively the "Stormwater Management Easements")in favor of each of the Parcels on,under and through the Parcels in locations other than Building Areas and otherwise in locations approved by the ACB to adequately service each of the Parcels, for the use of all present and future stormwater drainage and retention facilities located or to be located on the Property,including as necessary for drainage to Stormwater Management Facility#1 and Stormwater Management Facility#2 (all such facilities,including Stormwater Management Facility#1 and Stormwater Management Facility#2 and any structures, landscaping, and pathways associated therewith,collectively the "Stormwater Management Facilities"); provided no easements hereunder, other than those previously created and of record as of the date of this Declaration, shall be created on, under, over or across the Block Cl Lots,without the consent in writing by the Owner(s)of the Parcel(s) to be burdened by such easements. Section 3.03 In any instance where future installation,construction,maintenance,repair or alteration of the Stormwater Management Facilities is required by a governmental entity, the 9 Association shall engage a contractor to perform all of such work and the Parcel Owners who benefit from such construction shall be responsible for the cost of such installation and repair and shall pay for such work on a pro-rata basis as determined by the Board of Directors. Such recovery may be enforced as an assessment and will be a lien upon such Parcel and may be enforced in the same manner as an Assessment. Section 3.04 Exclusive of and in addition to the easements granted in Sections 3.02 and 3.03,the Declarant hereby establishes permanent,reciprocal and non-exclusive easements for the benefit of each of the Parcels onto and across the Property and each of the Parcels for surface floodwater and stormwater drainage,including drainage into facilities currently existing and/or to be built on, under or upon any part of the Property or any of the Parcels;provided,however, that no party will unreasonably interfere with any then existing buildings or proposed buildings on any Parcel as generally described on the Master Plan or on any Approved Site Plan, or unreasonably interfere with business operations thereon, and the party exercising the easement rights hereunder shall promptly repair any damage caused by the exercise of these easement rights and provided, further, that no easements hereunder, other than those previously created and of record prior to the date of this Declaration and the easements shown on the Block Cl Plat, shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. Section 3.05 The Stormwater Management Easements and the Stormwater Management Facilities are private and require private maintenance as hereinafter set forth. The cost of repair,maintenance,upkeep,improvement,or replacement(hereinafter"maintenance")of the Stormwater Management Easements and the Stormwater Management Facilities located therein will not be borne by the County of Albemarle or any public agency, but rather shall be borne as follows: (a) The initial construction of the Stormwater Management Facilities within the Stormwater Management Easements shall be borne by the Declarant except for any drainage lines or structures which are a Separate Utility Line to serve a single Parcel;and (b) Thereafter,all maintenance of the Stormwater Management Facilities shall be the sole responsibility of the Association with the costs of such maintenance of the Stormwater Management Facilities to be allocated as Common Area Maintenance Costs as provided in Section 10.04. Section 3.06 The subsequent conveyance by the Declarant to the Association of Stormwater Management Facility#1 as a part of the Common Area shall be subject to the rights and obligations of adjacent landowners pursuant to other instruments of record in the Clerk's Office, including that certain Deed of Easement dated January 23,2004,between Declarant and Hollymead Town Center, LLC, a Delaware limited liability company, recorded in Deed Book 2678, Page 389 in the Clerk's Office. The assignment and transfer by Declarant to the Association of rights to the use and benefit of Stormwater Management Facility #2 shall be subject to the rights and obligations set forth in other instruments of record in the Clerk's Office, 10 including that certain Deed of Easement referenced in Section 3.01(b) above and recorded in Deed Book 2905,Page 735. Section 3.07 The Declarant reserves the right to subsequently dedicate the Stormwater Management Easements and the Stormwater Management Facilities to public use. Upon the subsequent acceptance of said Stormwater Management Easements and Stormwater Management Facilities by the County of Albemarle or other public agency, the Association and/or the Owners of any applicable Parcels agree to join in any further documents reasonably requested by the County of Albemarle or other public agency in order to effect such dedication and acceptance. ARTICLE IV SANITARY SEWER Section 4.01 The Declarant hereby establishes permanent,reciprocal and non-exclusive easements(including the right to construct,repair,and maintain access thereto)for the benefit of each of the Parcels on,under and through the Parcels in locations other than Building Areas and otherwise in locations approved by the ACB to adequately service each of the Parcels,for the use of all present and future sanitary sewer facilities(the"Sanitary Sewer Facilities");provided that no easements hereunder, other than those previously created and of record prior to the date of this Declaration,shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. Section 4.02 Exclusive of,and in addition to,the easements granted in Section 4.01,the Declarant hereby establishes permanent,reciprocal and non-exclusive easements for the benefit of each of the Parcels onto and across the Property and each of the Parcels for sanitary sewer drainage, including drainage into facilities currently existing and to be built on, under or upon the Property or any of the Parcels; provided, however,that no such easement shall materially adversely interfere with the Building Areas on any of the Parcels, or materially adversely interfere with business operations on any of the Parcels, and the party exercising the easement rights hereunder shall promptly repair any damage caused by the exercise of these easement rights and provided, further, that no easements hereunder, other than those previously created and of record prior to the date of this Declaration,shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements. ARTICLE V ELECTRIC,GAS AND OTHER UTILITY EASEMENTS The Declarant hereby establishes permanent,reciprocal and non-exclusive easements in favor of each of the Parcels to go in,upon,along,under,through and across those portions of the Parcels (exclusive of any Building Areas) for the purpose of laying, constructing, operating, maintaining and repairing electric, gas, telecommunications and other utility lines and all necessary apparatus and appurtenant fixtures to operate and service such utilities (the "Utility Facilities") in such locations as are approved by the ACB and are necessary for the construction 11 and operation of the buildings to be constructed on any of the Parcels; provided that no easements hereunder,other than those previously created and of record prior to the date of this Declaration,shall be created on, under, over or across the Block Cl Lots without the consent in writing of the Owner(s) of the Parcel(s)to be burdened by such easements which consent shall not be unreasonably withheld or delayed. Each owner of a Parcel hereby grants to the owner of all other Parcels, and its and their successors and assigns, a permanent and non-exclusive easement to go in, upon, along, under,through and across those portions of any of the Parcels (exclusive of any Building Areas)for the purpose of laying,constructing,operating,maintaining and repairing the Utility Facilities in such locations as approved by the ACB as such utilities are necessary for the construction and operation of the buildings to be constructed in the Development;provided that no easements hereunder,other than those previously created and of record prior to the date of this Declaration, shall be created on,under,over or across the Block Cl Lots without the consent in writing of the Owner(s)of the Parcel(s)to be burdened by such easements which consent shall not be unreasonably withheld or delayed. ARTICLE VI CONSTRUCTION Section 6.01 All construction activities on a Parcel performed or authorized by an Owner shall be performed in compliance with all Governmental Requirements and,where not in conflict with Governmental Requirements, the Governing Documents. All construction shall utilize first class materials and shall be performed in a good, safe, and workman-like manner according to best construction management practices. Each Owner shall maintain the undeveloped portions of its Parcel owned by it in a sightly condition. Section 6.02 Each Owner further agrees that any construction activities performed or authorized by it shall not: (a) cause any unreasonable increase in the cost of constructing improvements upon another Owner's Parcel, (b)unreasonably interfere with construction work being performed on any other Parcel, (c) unreasonably interfere with the use, occupancy or enjoyment of any part of the remainder of the Development by any other Owner or its Permittees, or (d) cause any Building located on another Parcel to be in violation of any Governmental Requirements. Section 6.03 Each Owner shall defend,protect,indemnify and hold harmless each other Owner from and against all claims and demands, including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including reasonable attorneys fees and cost of suit, arising out of or resulting from any construction activities performed or authorized by such indemnifying Owner; provided, however, that the foregoing shall not be applicable to either events or circumstances caused by the negligence or willful act or omission of such indemnified Owner, its tenants, subtenants, licensees, concessionaires, agents, servants, employees, or anyone claiming by, through, or under any of them. Section 6.04 Each Owner agrees that the Parking Area on its Parcel,when constructed, shall be constructed as generally shown on the Master Plan or on such Owner's Approved Site 12 Plan or as otherwise approved by the ACB. No fence or other barrier which would prevent or unreasonably obstruct the passage of pedestrian or vehicular travel shall be erected or permitted within or across the Parking Area, exclusive of the limited curbing and other forms of traffic control depicted on the Master Plan or on such Owner's Approved Site Plan or as otherwise approved by the ACB. Contemporaneously with the construction of a Building upon its Parcel, the constructing Owner shall cause the Parking Area on its Parcel to be substantially completed no later than the day the first occupant of such Building opens for business with the public; provided that construction of Parking Areas on a Parcel may be staged to coincide with the Parking Areas reasonably needed to provide pedestrian and vehicular ingress,egress and access to the Buildings then constructed on such Parcel, and to meet required parking ratios for such Buildings and otherwise to conveniently serve such Buildings. Such work shall be done in accordance with Governmental Requirements, in a good and workmanlike manner and in accordance with good engineering standards. Section 6.05 The lighting system shall be of a type and design approved by the ACB(or by the ARB if such lighting is subject to ARB approval), and shall be designed to produce a minimum maintained lighting intensity measured at grade at all points at such levels as are required by the Governmental Authorities and as approved by the ACB (or the ARB if such lighting is subject to ARB approval). The type and design of the Common Area light standards shall be approved by the ACB(or the ARB if such lighting is subject to ARB approval),subject to approval of Governmental Authorities,as applicable. Section 6.06 The Parking Area on each separate Parcel and/or legally subdivided parcel of land(regardless of ownership)comprising the Property shall contain sufficient parking spaces on said Parcel,which may not rely on parking spaces that may be available on another portion of the Development, in order to comply with the greater of(i)Governmental Requirements or(ii) the following minimum requirements: 4.5 parking spaces for each one thousand(1,000) square feet of Floor Area(other than for Townhouse Lots,for which the number of parking spaces shall be as required by the Governmental Authorities, and other than restaurants) and 10 parking spaces for each one thousand(1,000) square feet of the Floor Area of any restaurants on such Parcel. Section 6.07 Except for the Owners of the Block Cl Lots, no Owner shall make changes to the improved Parking Area on its Parcel without the approval of the ACB and as provided for in the Rules and Regulations. Section 6.08 Building(s) shall only be located within the Building Areas. Each Party agrees that once it has commenced construction of a Building on its Parcel,the exterior"shell" of such Building shall be substantially completed within a reasonable time.The maximum square footage of buildable space for each Parcel shall not exceed the permitted square footage allocated to such Parcel in writing by the Declarant. Section 6.09 In the event any mechanic's lien is recorded against the Parcel of one Owner as a result of services performed or materials furnished for the use of another Owner,the Owner permitting or causing such lien to be so recorded agrees to cause such lien to be 13 discharged within fifteen (15)days alter the entry of a final judgment(after all appeals) for the foreclosure of such lien.Notwithstanding the foregoing,upon request of the Owner whose Parcel is subject to such lien, the Owner permitting or causing such lien to be recorded agrees to promptly cause such lien to be released and discharged of record, either by paying the indebtedness which gave rise to such lien or by posting bond or other security as shall be required by law to obtain such release and discharge. Nothing herein shall prevent the Owner permitting or causing such lien to be recorded from contesting the validity thereof in any manner such Owner chooses so long as such contest is pursued with reasonable diligence. In the event such contest is determined adversely(allowing for appeal to the highest appellate court), such Owner shall promptly pay in full the required amount,together with any interest,penalties,costs, or other charges necessary to release such lien of record.The Owner permitting or causing such lien agrees to defend,protect,indemnify and hold harmless the other Owner and its Parcel from and against all claims and demands,including any action or proceeding brought thereon,and all costs,losses,expenses and liabilities of any kind relating thereto,including reasonable attorneys' fees and cost of suit,arising out of or resulting from such lien. ARTICLE VII ARCHITECTURAL CONTROL BOARD Section 7,01 The Architectural Control Board ("ACB") shall consist of not more than three(3) members, appointed by the Board of Directors of the Association;provided,however, that during the Period of Declarant Control,the Declarant may appoint the members of the ACB. The power to "appoint" as provided herein, shall include without limitation the power to: constitute the initial membership of the ACB;appoint member(s)to the ACB on the occurrence of any vacancy therein, for whatever reason; and remove any member of the ACB, with or without cause, at any time, and appoint the successor thereof. Each such appointment shall be made for such term(s)of office,subject to the aforesaid power of removal, as may be set from time to time in the discretion of the appointor. Section 7.02 The ACB shall regulate the development and external design, location, appearance,landscaping and grading of the Parcels and of the structures and other improvements thereon(but only as expressly provided in this Declaration)in such a manner so as to preserve and enhance values and to maintain a harmonious relationship among structures and the natural vegetation and topography. In those instances where a building(s)on a Parcel within the Block Cl Lots is subject to approval of the ARB and issuance of a Certificate of Appropriateness,the requirements of the ARB concerning design,location and appearance of any such building(s)and the grading, landscaping and lighting thereof shall govern and control and approval of the ACB shall not be required. Section 7.03 No improvements, alterations, repairs, excavations, changes in grade, major landscaping or other work which in any way alters any Parcel or the exterior of any improvements located thereon from its natural or improved state existing on the date such property was first conveyed in fee by the Declarant to an Owner shall be made or done unless and until the plans, specifications, working drawings, and proposals for the same showing the nature, kind, shape, type, materials and location thereof shall have been submitted to and 14 approved in writing by the ACB, pursuant to Section 7.04 hereof; provided that the foregoing provisions of this Section shall not apply to the Block Cl Lots or to any improvements thereon. The locations of any buildings or related improvements shall be in general accord with the Building Areas. Section 7.04 Prior to commencement of work to accomplish any proposed improvements, the person proposing to make such improvements("Applicant") shall submit to the ACB at its offices such descriptions,surveys,plot plans,drainage plans,elevation drawings, construction plans, specifications and samples of materials and colors as the ACB may reasonably request showing the nature,kind,shape,height,width,color, materials,and location of the proposed Improvements. The ACB may require submission of additional plans, specifications or other information prior to approving or disapproving the proposed Improvements. Until receipt by the ACB of all required materials in connection with the proposed Improvements,the ACB may postpone review of any materials submitted for approval. The ACB shall approve any proposed Improvements only if it deems in its reasonable discretion: that the Improvements in the location indicated will not be detrimental to the appearance of the surrounding areas of the Property as a whole;that the appearance of the proposed Improvements will be in harmony with the surrounding areas of the Property;that the Improvements will not detract from the beauty, wholesomeness and attractiveness of the Property or the enjoyment thereof by Owners;and that the proposed Improvements comply with the guidelines and rules of the ACB. The ACB may condition its approval of any proposed Improvements upon the making of such changes therein as the ACB may deem appropriate. The ACB shall keep a written record of all final action of the ACB.Notwithstanding anything to the contrary,the foregoing provisions of this Section 7.04 shall not apply to the Block Cl Lots or to any of the improvements thereon. Section 7.05 The ACB may,but is not required to,issue guidelines or rules relating to: the procedures; materials to be submitted; factors which will be taken into consideration in connection with the consideration of any proposed Improvements;and any other matters within the jurisdiction of the ACB. Such guidelines or rules may specify circumstances under which the strict application of limitations or restrictions under this Declaration will be waived or deemed waived in whole or in part because strict application would be unreasonable or unduly harsh under the circumstances. Such guidelines or rules may waive the requirements for approval of certain Improvements to Parcels or exempt certain Improvements to Parcels from the requirement for approval if the ACB believes that such approval is not reasonably required.Such guidelines or rules may be modified or amended from time to time by the ACB. All Owners, prospective Owners and other persons,are advised to contact the ACB to obtain the most current copy of such guidelines or rules. Section 7.06 The ACB or its duly authorized representative shall have the right to inspect any Improvements prior to or after completion,provided that the right of inspection shall terminate sixty (60) days after the ACB shall have received a Notice of Completion from the Applicant. If as a result of inspections or otherwise,the ACB finds that any Improvements have been done without obtaining the approval of the ACB or were not done in substantial compliance with the description and materials furnished to and all conditions imposed by the ACB or was not completed within one(1)year after the date of approval by the ACB, the ACB shall notify 15 the Applicant in writing of the noncompliance;which notice("Notice of Noncompliance")shall be given, in any event, within sixty(60) days after the ACB receives a Notice of Completion from the Applicant. The notice shall specify the particulars of the noncompliance and shall require the Applicant to take such action as may be necessary to remedy the noncompliance. If the ACB determines that a noncompliance exists, the Applicant shall remedy or remove the same within a period of not more than thirty(30)days from the date of receipt by the Applicant of the ruling of the ACB. If the Applicant does not comply with the ACB ruling within such period,the ACB may,at its option,record a Notice of Noncompliance against the real property on which the noncompliance exists, may remove the non-complying Improvements or may otherwise remedy the noncompliance,and the Applicant shall reimburse the ACB,upon demand, for all costs and expenses incurred therewith. The right of the ACB to remedy or remove any noncompliance shall be in addition to all other rights and remedies which the ACB may have at law, in equity, or under this Declaration. Notwithstanding anything to the contrary, the foregoing provisions of this Section 7.06 shall not apply to the Block Cl Lots or to any improvements thereon. Section 7.07 No action or failure to act by the ACB shall constitute a waiver or estoppel with respect to future action by the ACB with respect to any Improvements. Specifically, the approval by the ACB of any Improvements shall not be deemed a waiver of any right or an estoppel to withhold approval or consent for any similar Improvements or any similar proposals, plans,specifications or other materials submitted with respect to any other Improvements. Section 7.08 The ACB may authorize variances from compliance with any of the provisions of this Declaration, or the ACB's guidelines or rules, when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental considerations may require.Such variances must be evidenced in writing and shall become effective when signed by at least a majority of the members of the ACB. If any such variance is granted, no violation of the provisions of this Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted; provided, however, that the granting of a variance shall not operate to waive any of the provisions of this Declaration or any guidelines or rules of the ACB, for any purpose except as to the particular property and particular provision hereof covered by the variance, nor shall the granting of a variance affect in any way the Owner's obligation to comply with all Governmental Requirements, including,but not limited to, zoning ordinances and setback lines or requirements imposed the Governmental Authorities. Section 7.09 There shall be no liability imposed on the ACB, any ACB representative, the Declarant,or any officer,director,member,agent or employee thereof, for any loss,damage or injury arising out of or in any way connected with the performance of the duties of the ACB unless due to the willful misconduct or bad faith of the party to be held liable.In reviewing any matter, the ACB shall not be responsible for reviewing the Improvements for safety, whether structural or otherwise, or conformance with building codes or other Governmental Requirements; nor shall the ACB's approval of any Improvements be deemed approval of the Improvements from the standpoint of safety, whether structural or otherwise, or conformance with building codes or other Governmental Requirements. 16 Section 7.10 Any buildings, structures, and related improvements to be constructed on any Parcel shall also comply with all Governmental Requirements applicable to the Parcel as imposed or administered by applicable Governmental Authorities,including the ARB. ARTICLE VIII BUILDING AND USE RESTRICTIONS Section 8.01 No use shall be permitted in the Development which is inconsistent with the Code of Development as set forth in the Master Plan,any other Governmental Requirements, or which is inconsistent with the operation of a first-class mixed used development. Without limiting the generality of the foregoing,the following uses shall not be permitted: (A) Any use which emits an obnoxious odor,or obnoxious noise or sound which can be heard or smelled outside of any Building in the Development (but this provision shall not restrict or prohibit: (i) outdoor seating areas for restaurants or(ii) gas or charcoal grills utilized by a restaurant and vented to the outside). (B) An operation primarily used as a storage warehouse operation and any assembling, manufacturing,distilling,refining,smelting,agricultural or mining operation. (C) Any"second hand"store, "salvage"store,or pawn shop(but this prohibition shall not be applicable to any consignment or similar shop or first-class antique store). (D) Any mobile home park, trailer court, labor camp, junkyard, or stockyard; provided, however, this prohibition shall not be applicable to the temporary use of construction trailers during periods of construction,reconstruction or maintenance. (E) Any dumping, disposing, incineration or reduction of garbage; provided, however, this prohibition shall not be applicable to garbage compactors or dumpsters located near the rear of any Building. (F) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation other than auctions of art and wine in connection with an art gallery or wine store. (G) Any central laundry, dry cleaning plant or laundromat; provided, however, this prohibition shall not be applicable to any dry cleaners and/or supportive facilities oriented to pickup and delivery by the ultimate consumer. (H) Any automobile, truck,trailer or recreational vehicle sales,leasing,display or body shop repair operation. (I) Any veterinary hospital or animal raising or boarding facility.Any veterinary or boarding services provided in connection with the operation of a pet shop shall only be incidental to such operation;the boarding of pets as a separate customer service shall be prohibited; 17 all kennels, runs and pens shall be located inside the Building; and the combined incidental veterinary and boarding facilities shall occupy no more than fifteen percent (15%) of the Floor Area of the pet shop. Notwithstanding the foregoing, the foregoing prohibitions and limitations shall not be applicable to national chain pet stores approved by the ACB, provided that they are operating in generally the same manner as typical stores in the chain. (J) Any establishment selling or exhibiting"obscene"material(but this prohibition shall not apply to a full-line video store,bookstore and/or music store which may incidentally sell or rent x-rated or adult videos,books or music). (K) Any establishment selling or exhibiting illegal drug-related paraphernalia. (L) Any(a)flea market,(b)amusement or video arcade of more than five(5)games(except as part of a restaurant, theater, or other primary permitted use), pool or billiard hall (except as part of a restaurant), (c)car wash(except in connection with a fueling station as may be indicated on the Master Plan),or(d)dance hall. (M) Any gambling facility or operation, including but not limited to: off-track or sports betting parlor; table games such as blackjack or poker; slot machines, video poker/blackjack/keno machines or similar devices; or bingo hall. Notwithstanding the foregoing, this prohibition shall not be applicable to government sponsored gambling activities or charitable gambling activities,so long as such activities are incidental to the business operation being conducted by the occupant. Section 8.02 No Owner shall use,or permit the use of,Hazardous Materials on,about, or under its Parcel,or the balance of the Development,except in the ordinary course of its usual business operations conducted thereon,and any such use shall at all times be in compliance with all Environmental Laws. Each Owner agrees to defend, protect, indemnify and hold harmless each other Owner from and against all claims or demands, including any action or proceeding brought thereon, and all costs, losses, expenses and liabilities of any kind relating thereto, including but not limited to costs of investigation,remedial or removal response, and reasonable attorneys'fees and cost of suit,arising out of or resulting from any Hazardous Material used or permitted to be used by such Owner,whether or not in the ordinary course of business. For the purpose of this Section 8.02, the term (i) "Hazardous Materials" shall mean and refer to the following:petroleum products and fractions thereof,asbestos,asbestos containing materials,urea formaldehyde,polychlorinated biphenyls,radioactive materials and all other dangerous,toxic or hazardous pollutants, contaminants, chemicals, materials, substances and wastes listed or identified in,or regulated by,any Environmental Law,and(ii)"Environmental Laws"shall mean and refer to the following: all federal, state, county, municipal, local and other statutes, laws, ordinances and regulations which relate to or deal with human health or the environment,all as may be amended from time to time. Section 8.03 This Declaration is not intended to, and does not, create or impose any obligation on an Owner to operate, continuously operate, or cause to be operated a business or 18 any particular business on any Parcel. In the event an Owner, other than Declarant or the Owner(s)of any Parcels comprising the Block Cl Lots,has not commenced construction on its Parcel within eighteen (18) months after such Owner acquired title to such Parcel from Declarant,the Owner of such Parcel hereby grants Declarant an option to purchase such Parcel for a period of sixty(60)days after the termination of such 18-month period at a price equal to the purchase price for such Parcel plus the amounts expended by such Owner for installation of utilities to serve such Parcel; such option may be exercised by Declarant by written notice to such Owner within sixty(60) days of the expiration of such 18-month period. The foregoing provisions of this Section 8.03, and the right of repurchase herein granted Declarant, shall not apply to the Block Cl Lots or to any Parcels comprising said Block Cl Lots. Section 8.04 While construction activities are taking place on a Parcel, the Owner of the Parcel will hold harmless and indemnify Declarant, its successors and assigns, and other Owners and their invitees,and tenants,for any and all damage incurred by and on behalf of the Owner of the Parcel, its successors, assigns, invitees, and tenants arising out of any such construction activities;moreover,the Owner of the Parcel will regularly remove dirt and debris from the Parcel and will not permit any dirt or debris to accumulate anywhere outside of the Parcel during the construction period, will repair all damage to the Development as soon as reasonably possible, and will proceed with construction at such a pace so as to complete construction of improvements on the Parcel as soon as reasonably possible. Section 8.05 Customers of the Development or any of the Parcels may park in any of the Parking Areas provided at the Development or on any of the Parcels except for Building Areas and except for designated parking spaces on any Residential Tracts. Section 8,06 All improvements on each Parcel and any appurtenant areas will be maintained and repaired by the Owner of such Parcel in a commercially reasonable manner and condition consistent with first class commercial developments in the Charlottesville/Albemarle County area,including,but not limited to,all structures,lighting,landscaping and signage. Section 8.07 The Owner of each Parcel shall be required to maintain its Parcel and all Buildings and improvements thereon, in a commercially reasonable manner and condition at all times consistent with that found in first class commercial projects in the Charlottesville/Albemarle County area. No buildings may be "boarded up" at any time or be allowed to become unsightly in any manner. Section 8.08 No portion of either the Development or any of the Parcels may be used for any unlawful or extra-hazardous purpose,nor may any Parcel be used in such a manner so as to constitute or create a public or private nuisance or violate any applicable governmental laws or regulations or the Governing Documents. Section 8.09 Pipes for water, gas, sewer, drainage or other purposes and wires,poles, antenna and other facilities for the transmission or reception of audio or visual signals(other than rooftop units) or electricity, and utility meters or other utility facilities shall be kept and maintained only with the prior consent of the ACB and shall be kept and maintained 19 underground or within an enclosed structure. No exterior radio antenna, television antenna, or other antenna of any type shall be erected or maintained in the Development, except that on commercial Parcels, an Owner may erect antenna or satellite dish(es) if such is reasonably appropriate for the business(es) conducted by the Owner, its tenants, subtenants, licensees or other Occupants,on the Parcel and is reasonably screened from public view or otherwise as may be required by the ARB. With the approval of the ACB, a master antenna or cable television antenna may, but need not, be provided for use of all Owners or a group of Owners, and Declarant may grant easements for such purposes,provided no such easements shall be located on or encumber the Block Cl Lots. Notwithstanding the foregoing, neither the restrictions nor the requirements of this Section shall apply to those "antennae" (including certain satellite dishes) which are specifically covered by regulations promulgated under the Telecommunications Act of 1996, as amended from time to time. As to "antennae" (including certain satellite dishes)which are specifically covered by the Telecommunications Act of 1996, as amended, the Association shall be empowered to adopt rules and regulations governing the type of"antennae"(including certain satellite dishes)that are permissible hereunder and, to the extent permitted by the Telecommunications Act of 1996, as amended, establishing reasonable, non-discriminatory restrictions relating to appearance,safety,location and maintenance. ARTICLE IX SIGNS Section 9.01 Except for those Parcels whose improvements(including signage thereon) are subject to review and approval by the ARB, the ACB shall have the right to approve the design, size and location of all signs and sign structures located within the Development, including the identification panels to be attached thereto. The Rules and Regulations contain additional restrictions on the use of signs. Section 9.02 The Declarant hereby establishes for the benefit of all Parcels and the Development,permanent non-exclusive easements for the construction,maintenance, operation and repair of monument signs in the locations more particularly shown on Exhibit D hereto attached. The construction,maintenance,operation,and repair of such signs for the benefit and use of the Development shall be performed and paid for by the Association as Common Area Maintenance Costs,and as otherwise provided in the Governing Documents. ARTICLE X COMMON AREAS;COMMON AREA MAINTENANCE COSTS., MAINTENANCE OF PARCELS Section 10.01 Subject to the joint maintenance provisions set forth in Section 10.02, each Owner shall cause to be operated and maintained, including any replacement due to ordinary wear and tear,at its sole cost and expense,the Parking Area on its Parcel in a sightly, safe condition and good state of repair. The unimproved Parking Area shall be mowed and kept litter-free. The minimum standard of maintenance for the improved Parking Area shall be comparable to the standard of maintenance followed in other first class retail developments of comparable size in the Charlottesville/Albemarle County area; notwithstanding the foregoing, 20 however, the Parking Area shall be operated and maintained in compliance with all applicable Governmental Requirements,and the provisions of the Governing Documents.All Parking Area improvements shall be repaired or replaced with materials at least equal to the quality of the materials being repaired or replaced so as to maintain the architectural and aesthetic harmony of the Development as a whole.Such operation,maintenance and repair obligation shall include but not be limited to the following: (A) Drive and Parking Areas. Maintaining all paved surfaces and curbs in a smooth and evenly covered condition,including,without limitation,replacement of base,skin patch, resealing,and restriping; (B) Debris and Refuse. Periodically removing papers,debris,filth,refuse,ice and snow(2" on surface),including vacuuming and broom-sweeping as reasonably required,but in any event to the extent necessary to keep the Parking Area in a first-class,clean and orderly condition; provided, however, that trash and/or garbage removal from a Building on a Parcel shall not be considered a Common Area Maintenance Cost (as defined below). All sweeping shall be at appropriate intervals during such times as shall not interfere with the conduct of business or use of the Parking Area by Permittees. (C) Signs and Markers. Maintaining, cleaning and replacing any appropriate directional, stop, or handicapped parking signs or markers and the Development Monument Signs and/or directional signs(but not tenant or other Occupant identification panels thereon); restriping parking lots and drive lanes as necessary to maintain parking space designation and traffic direction; and keeping clearly marked fire lanes, loading zones, no parking areas and pedestrian crosswalks. (D) Lighting. Maintaining,cleaning and replacing Parking Area lighting facilities,including light standards, wires, conduits, lamps, ballasts and lenses, time clocks and circuit breakers, and the cost of illumination, including electricity and any other utility costs. (For purposes of this Section,replacement of damaged or worn out lighting standards and fixtures shall be considered maintenance items). Exterior Building lighting fixtures, including any lighting fixtures associated with a canopy or other architectural feature forming a part of such Building,and exterior Building signs shall be considered a part of such Building,and the maintenance and replacement of such fixtures and signs, and the cost of illumination,shall be the obligation of the Owner upon whose Parcel such fixtures and signs are located. (E) Landscaping. Maintaining and replacing all landscape plantings, trees and shrubs in an attractive and thriving condition, trimmed and weed-free; maintaining and replacing landscape planters, including those adjacent to exterior walls of Buildings; maintaining and operating irrigation systems and modifying the same to satisfy governmental water allocation or emergency requirements. If any Owner or occupant requires "special" landscaping (i.e. flowers, shrubs, trees, etc.) beyond the standard landscaping requirements for the remainder of the Development or as required by Governmental Requirements,including the ARB,or if landscaping additions/modifications are required 21 as a result of a Building addition, expansion or remodel, the cost of installation, replacement and maintenance of such special or required landscaping shall be borne solely by such Owner or occupant, as the case may be, and shall not be included in Common Area Maintenance Costs. (F) Obstructions. Keeping the Parking Area free from any obstructions, including those caused by the sale or display of merchandise,unless such obstruction is permitted under the provisions of this Declaration. (G) Sidewalks. Maintaining,cleaning and replacing sidewalks,including those adjacent and contiguous to Buildings. Sidewalks shall be pressure washed periodically as may be needed but not less than four(4) times per year, shall be swept at appropriate intervals during such time as shall not interfere with the conduct of business or use of the Parking Area. Canopies, awnings, trellises, pergolas and other similar treatments overhanging sidewalks adjacent to Buildings shall not be considered Parking Area and shall be installed,maintained, cleaned,repaired and replaced by and solely at the expense of the Owner of the Parcel, and shall be cleared of ice or snow (after each snow fall of 2"or more). (H) Security Measures. There shall be no obligation, duty or responsibility, express or implied, under this Declaration for any Owner or for the Property Manager to provide security for any Parcel or for the occupants, customers or other permittees of the Development. (I) Traffic. Supervising traffic at entrances and exits to each Parcel and within the Parcel as conditions reasonably require in order to maintain an orderly and proper traffic flow. (J) Parks and Open Spaces. Maintaining the"pocket park"areas to be located in portions of Block IV and Block VIII as shown on the Master Plan, including maintaining and replacing all landscape plantings,trees and shrubs in an attractive and thriving condition, trimmed and weed-free. (K) Stormwater Management Facilities. Maintaining,cleaning,and replacing as necessary all Stormwater Management Facilities described in Article III. (L) Roads. Maintaining,cleaning and replacing all Roads,and additionally, any landscaping required to be maintained within publicly dedicated roads. Notwithstanding anything contained herein to the contrary, each Owner shall have the obligation to operate, maintain, and repair, at its sole cost and expense, in a clean, sightly and safe condition, the following items(if any)located on its Parcel in conformance with the Rules and Regulations: any exterior shipping/receiving dock area; any truck ramp or truck parking area; any recycling center or similarly designated area for the collection of items intended for recycling;and any refuse,compactor or dumpster area.Furthermore,each of the Owner(s)of the Block Cl Lots and any Parcel(s)comprising the same shall be solely responsible,at its cost and 22 expense (which may be shared by the other Owners of the Parcels within the Block Cl Lots pursuant to a separate agreement not incorporated herein) for the operation, maintenance and repair of the Parking Area and improvements and other common facilities on its Parcel including,without limitation,such obligations as are set forth in items(A)through(I)above.The Parking Area and improvements and other common facilities, including landscaping and site lighting, on the Block Cl Lots will be maintained in a manner consistent with other first class retail developments in the Charlottesville/Albemarle County area. If any Parcel comprising the Block CI Lots is not so maintained and such failure to maintain shall continue after written notice of default to the Owner of such Parcel not being maintained and beyond expiration of the applicable cure period set forth in Section 14.01 hereof, then such Owner shall be deemed a Defaulting Party under said Section 14.01 and Declarant, the Association or the Property Manager,or any Non-Defaulting Party,may thereafter exercise all self-help remedies and other rights and remedies under Section 14.02 of this Declaration to remedy the default of such Defaulting Party. Section 10.02 Except for the Parking Areas on the Block Cl Lots,the Association shall operate and maintain the Parking Areas, the Stormwater Management Facilities, the pocket parks,any access roads,landscaping within publicly dedicated roads,and other Common Area of the Development in accordance with the requirements of Section 10.01, exclusive of any replacement of"capital improvements" due to ordinary wear and tear, which replacement shall be the responsibility of the Owner of the affected Parcel. Section 10.03 The Common Area Maintenance Costs for the Property shall be allocated and assessed among the Parcels [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] as set forth herein and shall be assessed and collected by the Association as Assessments. Except for the special allocation of costs of maintenance of the Stormwater Management Facilities as set forth in Section 10.04 below, the Common Area Maintenance Costs for the Property shall be allocated and assessed among the Parcels [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] as follows: (a) initially,pro rata based upon the ratio of the square footage of each Parcel [other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] to the total square footage of all Parcels("Parcel Square Footage Ratio"); (b) at such time as there is at least 100,000 square feet of Floor Area in the Development, then seventy-five percent(75%)of the Common Area Maintenance Costs shall be allocated to all Parcels[other than the Block Cl Lots and any Parcels comprising said Block C1 Lots] based upon the Parcel Square Footage Ratio and twenty-five percent(25%)shall be allocated pro rata based upon the ratio of the Floor Area of each Parcel[other than the Block Cl Lots and any Parcels comprising said Block Cl Lots] to the aggregate Floor Area of all Parcels("Floor Area Ratio"); (c) notwithstanding the foregoing, at such time as at least ninety percent (90%) of the Property in the Development has been developed, as evidenced by 23 Approved Site Plans, then Common Area Maintenance Costs shall be allocated based solely on the Floor Area Ratio; (d) all computations and allocations under this Section 10.03 shall be made quarterly,as of the first day of each calendar quarter. Section 10.04 Notwithstanding the provisions of Section 10.03 above,that portion of the Common Area Maintenance Costs attributable to the maintenance of the Stormwater Management Facilities shall be allocated among those Parcels(including the Block Cl Lots and the Parcels comprising the same) which utilize or benefit from the applicable Stormwater Management Facilities and shall be based on the square footage of the respective Parcels. Consequently, Common Area Maintenance Costs attributable to Stormwater Management Facility #1, after deducting any contribution to such costs to be borne by Hollymead Town Center, LLC,Target Corporation or the owners of other land not part of the Property, shall be allocated among Parcels served by that particular facility and such costs attributable to Stormwater Management Facility#2 shall be allocated among Parcels served by that particular facility. Section 10.05 Notwithstanding the provisions of Section 10.03 above, the Owner(s) of the Block Cl Lots and the Parcels comprising the same shall pay their pro-rata share,computed in accordance with Section 10.03 above (but with the Block Cl Lots and Parcels comprising same included for purposes of this calculation),of the costs of operation,maintenance and repair of the Roads(until publicly dedicated to and accepted by any Governmental Authorities). Section 10.06 Notwithstanding anything to the contrary contained in this Article or elsewhere in the Governing Documents, the provisions of this Article are to be limited in application to the division of responsibility and the reimbursement of costs and expenses only as between the Owners of the Parcels within the Development and shall not be deemed for the benefit of any other owners or occupants of the Hollymead Town Center. Section 10.07 The Association shall maintain the Common Area in accordance with the standards set forth herein. Section 10.08 Notwithstanding anything in the Governing Documents to the contrary, the Owners of the Residential Tracts shall not be assessed for the cost of maintenance and operation of the Parking Areas on other Parcels and the Owners of any commercial Parcels shall not be assessed for the cost of maintenance and operation of the Parking Areas on the Residential Tracts. ARTICLE XI ASSOCIATION Section 11.01 Every Owner of a Parcel within the Development shall be a member of the Association; however,no owner of a Townhouse Lot,any residential townhouse,or residential condominium unit shall be a member of,or be entitled to any votes in,the Association,but any 24 separate townhouse owners association or residential condominium association(collectively,the "Residential Associations")shall be a member of the Association. Section 11.02 Each Parcel shall be assigned voting rights in the Association as set forth in this Section. Each Parcel shall be entitled to at least one (1) vote. In addition, any Parcel containing a Building for which a certificate of occupancy has been issued by the County of Albemarle shall be entitled to one(I)additional vote for each 2,500 square feet of Floor Area in such Building(s)located on its Parcel. Each Residential Association shall be entitled to one(1) vote in the Association. No Townhouse Lot shall be entitled to any voting rights in the Association. Section 11.03 After the Period of Declarant Control, the Association shall become the successor to the Declarant for all purposes. During the Period of Declarant Control, the Declarant shall have the right in its sole discretion to transfer any one or more(including all)of its rights,privileges,and duties under this Declaration to the Association,which transfer shall be evidenced by an instrument executed by Declarant and recorded in the Clerk's Office. Section 11.04 The Association shall be governed by and operated in accordance with the provisions of this Declaration,the Rules and Regulations,and the Articles of Incorporation and bylaws of the Association,as the same may be amended from time to time. Section 11.05 The affairs of the Association shall be managed by a Board of Directors. The number, term and qualification of the Board of Directors shall be fixed in the Articles of Incorporation and Bylaws. Except as otherwise provided in this Article, during the Period of Declarant Control, the Declarant may appoint all officers and directors and may remove all officers and members of the Board of Directors appointed by it. Declarant may voluntarily surrender the right to appoint and remove officers and members of the Board of Directors before termination of the Period of Declarant Control;but,in that event,the Declarant may require,for the duration of the Period of Declarant Control,that specified actions of the Association or Board of Directors, as described in a recorded instrument executed by the Declarant, be approved by the Declarant before they become effective. Section 11.06 Subject to the provisions and restrictions set forth in Sections 1.14, 1.16, and 1.32 hereof, the Association may adopt,amend,repeal and enforce Rules and Regulations as may be deemed necessary or desirable with respect to the interpretation and implementation of this Declaration,the operation of the Association,the use and enjoyment of Common Area and the use of any other property, including Parcels. Any such Rules and Regulations shall be uniformly applied (except as provided below). Such Rules and Regulations shall be effective only upon adoption by resolution of the Board of the Association. Notice of the adoption, amendment or repeal of any Rule or Regulation shall be given in writing to each Member at the address for notices to Members as elsewhere provided in this Declaration or the Bylaws, and copies of the currently effective Rules and Regulation shall be made available to each Member upon request and payment of the reasonable expense of copying the same. Each Member shall comply with such Rules and Regulations and shall see that persons claiming through such Member comply with such Rules and Regulations. Such Rules and Regulations shall have the 25 same force and effect as if they were set forth in and were part of this Declaration. However, such Rules and Regulations shall not conflict with this Declaration. In the event of conflict between the Rules and Regulations and the provisions of this Declaration,the provisions of this Declaration shall prevail, as applicable. Subject to the provisions and restrictions set forth in Sections 1.14, 1.16,and 1.32 hereof,the Association may adopt Rules and Regulations that differ for various classes or uses or property within the Development. Section 11.07 The Association shall have the power to enforce the provisions of this Declaration and the Rules and Regulations, and shall take such action as the Board deems necessary or desirable to cause such compliance by each Member and each person claiming by, through or under such Member ("Related User"). Without limiting the generality of the foregoing,the Association shall have the power to enforce the provisions of this Declaration and of the Rules and Regulations by any one or more of the following means:(a)by entry upon any Parcel after Notice and Hearing(unless a bona fide emergency exists), without liability to the Owner thereof, for the purpose of enforcement or causing compliance with this Declaration or the Rules and Regulations; (b)by commencing and maintaining actions or suits to restrain and enjoin any breach or threatened breach of the provisions of this Declaration or the Rules and Regulations,by mandatory injunction or otherwise;(c)by commencing and maintaining actions or suits to recover damages for breach of any of the provisions of this Declaration or the Rules and Regulations; (d)by suspension,after Notice and Hearing,of the voting rights of a Member during and for up to sixty(60)days following any breach by such Member or a Related User of such Member of this Declaration, or such Rules and Regulations, unless the breach is a continuing breach in which case such suspension shall continue for so long as such breach continues; (e)by suspension of the voting rights of a Member for delinquent Assessments until such time as the Assessments become current; (0 by levying and collecting, after Notice and Hearing, a reimbursement charge against any Member for breach of this Declaration or such Rules and Regulations by such Member or a Related User of such Member;and/or(g)by levying and collecting, after Notice and Hearing, reasonable and uniformly applied fines and penalties, established in advance in the Rules and Regulations of the Association, from any Member or Related User for breach of this Declaration or such Rules and Regulations by such Member or a Related User of such Member. Section 11.08 Each Owner by acceptance of a deed therefor,whether or not it shall be so expressed in such deed,is liable for applicable Assessments made against such Owner's Parcel during the period of ownership of such Parcel and shall be personally obligated to pay to the Association:Assessments(inclusive of allocated share of Common Area Maintenance Costs,as applicable), Special Assessments, reimbursement charges, and special purpose charges, all as provided in this Declaration,with such Assessments to be established and collected as provided in this Declaration. The obligation for such payments by each Owner to the Association is an independent covenant with all amounts due,from time to time,payable in full when due without notice or demand(except as otherwise expressly provided in this Declaration), and without set- off or deduction. All Owners of each Parcel shall be jointly and severally liable to the Association for the payment of all Assessments attributable to their Parcel. Each Assessment shall also be the personal obligation of the person who was the Owner of such Parcel at the time when the Assessment became due.The personal obligation for delinquent Assessments shall not 26 pass to such Owner's successors in title unless expressly assumed by them. If an Assessment is payable in installments,each installment is a lien from the time it becomes due,including the due date set by any valid acceleration of installment obligations by the Association. The Association's lien on a Parcel for Assessments shall be superior to any homestead exemption now or hereafter provided by the laws of the Commonwealth of Virginia or any exemption now or hereafter provided by the laws of the United States.The acceptance of a deed to a Parcel shall constitute a waiver of the homestead and any other exemption as against such Assessment Lien. Assessments shall be payable in the amounts specified in the levy thereof and no offsets or reduction thereof shall be permitted for any reason including, without limitation, or any claim that the Association or the Board of Directors is not properly exercising its duties and powers under this Declaration. Section 11.09 During the Period of Declarant Control, the Declarant may in its discretion,but shall not be required to,cover certain costs of the Association by payment of any amount(s), which shall be treated as an advance against future Assessments due from the Declarant, provided, however, that any such advances which have not been credited against Assessments due from the Declarant as of termination of the Period of Declarant Control shall then be repaid by the Association to the Declarant,with interest at the Wall Street Journal prime rate but in no event greater than six percent(6%)per annum, to the extent that the Association has funds in excess of its working capital funds,reserve funds,and funds for operating expenses to date for the calendar year in which the Period of Declarant Control terminates; and provided further,however,that any of such advances which are not repaid to the Declarant shall continue to constitute advances against Assessments from the Declarant to the Association until conveyance by the Declarant of all Parcels owned by it. If the Declarant elects in its discretion to pay any amounts as provided in this Section,Declarant shall not,under any circumstances,be obligated to continue payment or funding of any such amount(s)in the future. Section 11.10 In addition to the other charges provided for in this Declaration,the Board of Directors may at any time from time to time,levy a reimbursement charge or special purpose charge against any Owner(s)and their Parcel(s)in order to pay the actual or anticipated costs and expenses,including overhead expenses of the Association in providing special services to such Parcel(s) as reasonably determined by the Association; provided no special services shall be provided to the Owner(s) of any Parcel(s)within the Block Cl Lots without the prior written consent of such Owner(s)to whom the special services are to be provided. Section 11,11 The Association may enter into such contracts or agreements on behalf of the Association as may be required in order to satisfy the requirements or guidelines of any Agency so as to allow for the purchase, guarantee or insurance, as the case may be, by any Agency of a first lien deed of trust on any Parcel.Each Owner hereby agrees that it will benefit the Association and the Members thereof, as a class of potential mortgage borrowers and potential sellers of Parcels,if Agencies approve the Development or parts thereof as a qualifying subdivision under their respective policies,rules and regulations as adopted form time to time. 27 ARTICLE XII RESIDENTIAL USE TRACTS As indicated on the Master Plan,certain Blocks within the Development are proposed to be developed for exclusively residential purposes as attached residential units (for example, townhouses or condominiums). The Declarant reserves the right,in its sole discretion,to further exclude from this Declaration,by recordation of an appropriate instrument in the Clerk's Office, any portions of the Property which may subsequently be determined to be developed for exclusively residential purposes;upon recordation of such instrument,the term"Property"shall be deemed amended to exclude such residential use tract("Excluded Tract")from the terms and conditions of this Declaration,subject,however,to the right of Declarant to approve the exterior design and appearance of all buildings and improvements to be constructed on such Excluded Tract,to the reservation of all easements through or across the Excluded Tract necessary to serve the remaining Property and/or the Parcels,and to the imposition upon the Excluded Tract of its allocated share of responsibility(based upon the land area of the Excluded Tract)for the costs associated with the Stormwater Management Facilities. ARTICLE XIII INSURANCE AND INDEMNITY Each Parcel Owner shall keep in full force and effect a policy or policies of commercial general liability insurance for their respective Parcels (at their own expense) with a combined single limit of not less than Two Million Dollars($2,000,000)in Constant Dollars.Each Parcel Owner's policy, and the Association's policy, will name the other Parcel Owners and its designees as an additional insured party, as their interests may appear,and will contain a clause that the insurer will not cancel or change the policy limit or deductible of such insurance without first giving each Parcel Owner thirty(30)days'prior written notice;provided the Owners of any Parcels within the Block Cl Lots shall only be required to name the other Owners of Parcels within the)3lock Cl Lots and the Association as additional insured parties,as their interests may appear. The insurance will be with reputable and solvent insurance companies licensed to do business in the Commonwealth of Virginia with a Best insurance rating of not less than A minus, Excellent. A copy of the policy, or certificate of insurance, together with a proof of premium payment,will be provided by each Parcel Owner to the Association. ARTICLE XIV GENERAL PROVISIONS Section 14.01 The occurrence of any one or more of the following events shall constitute a material default and breach of this Declaration by the non-performing party(the "Defaulting Party"): (a)the failure to make any payment required to be made hereunder within ten(10)days after receipt of written notice from Declarant,Property Manager or the Association that it is past the due date;(b)the failure to observe or perform any of the covenants,conditions or obligations of this Declaration within thirty (30) days after the issuance of a notice by Declarant, the Association, or Property Manager, as the case may be(the "Non-Defaulting Party") specifying the nature of the default claimed or,if such default is reasonably incapable of being cured within 28 such thirty(30)day period and the Defaulting Party commences the cure within such thirty(30) day period and thereafter diligently prosecutes the curing of such default to completion, such longer period as is reasonably necessary to cure such default using due diligence. Section 14.02 With respect to any default under Section 14.01,any Non-Defaulting Party shall have the right following the expiration of any applicable cure period, if any, but not the obligation, to cure such default by the payment of money or the performance of some other action for the account of and at the expense of the Defaulting Party;provided,however,that in the event such default shall constitute an emergency condition,the Non-Defaulting Party,acting in good faith,shall have the right to cure such default upon such advance notice as is reasonably possible under the circumstances or, if necessary, without advance notice, so long as notice is given as soon as possible thereafter. To effectuate any such cure, the Non-Defaulting Party and its contractors and subcontractors shall have a license to enter upon the Parcel of the Defaulting Party (but not into any Building) to perform any necessary work or furnish any necessary materials or services to cure the default of the Defaulting Party. Each Owner shall be responsible for the default of its Occupants. In the event any Non-Defaulting Party shall cure a default, the Defaulting Party shall reimburse the Non-Defaulting Party for all reasonable costs and expenses incurred in connection with such curative action,plus Interest as provided herein, within thirty(30)days after receipt of demand therefor,together with reasonable documentation supporting the expenditures made. In the event the Defaulting Party does not reimburse the Non- Defaulting Party as set forth above, in addition to any other remedy available, the Non- Defaulting Party shall have the right to offset such amount owed against any current or future sum of money due the Defaulting Party until the full amount owed is recovered. The right to cure the default of another party shall not be deemed to: (i) impose any obligation on a Non-Defaulting Party to do so;(ii)render the Non-Defaulting Party liable to the Defaulting Party or any third party for an election not to do so;(iii)relieve the Defaulting Party from any performance obligation hereunder; or (iv) relieve the Defaulting Party from any indemnity obligation as provided in this Declaration. Section 14.03 Costs,expenses and interests accruing and/or assessed pursuant to Section 14.01(a)and/or Section 14.02 above shall constitute a lien against the Defaulting Party's Parcel. Such lien shall attach and take effect only upon recordation of a claim of lien in the Clerk's Office by the party making such claim. The claim of lien shall include the following: (a) the name of the lien claimant; (b) a statement concerning the basis for the claim of lien and identifying the lien claimant as a Non-Defaulting Party; (c) an identification of the owner or reputed owner of the Parcel or interest therein against which the lien is claims;(d)a description of the Parcel against which the lien is claimed; (e) a description of the work performed or payment not made which has given rise to the claim of lien and a statement itemizing the amount thereof;and(I)a statement that the lien is claimed pursuant to the provisions of this Declaration, reciting the date and document number of recordation hereof. The notice shall be duly verified, acknowledged and contain a certificate that a copy thereof has been served upon the party against whom the lien is claimed,by personal service or by mailing pursuant to Section 14.17 below. The lien so claimed shall attach from the date of recordation solely in the amount claimed thereby and may be enforced in any judicial proceedings allowed by law, including 29 without limitation, a suit in the nature of a suit to foreclose a deed of trust or mechanic's lien under the applicable provisions of the Iaws of the Commonwealth of Virginia. Section 14.04 Each Non-Defaulting Party shall have the right to prosecute any proceedings at law or in equity against any Defaulting Party hereto, or any other person, violating or attempting to violate or defaulting upon any of the provisions contained in the Governing Documents, and to recover damages for any such violation or default. Such proceeding shall include the right to restrain by injunction any violation or threatened violation by another party of any of the terms,covenants or conditions of this Declaration, or to obtain a decree to compel performance of any such terms, covenants or conditions, it being agreed that the remedy at law for a breach of any such term, covenant or condition (except those, if any, requiring the payment of a Iiquidated sum) is not adequate. Any violation of any provision, covenant,condition,restriction or equitable servitude contained in this Declaration, whether by act or omission,is hereby declared to be a nuisance and may be enjoined or abated by any party entitled to enforce the provisions of this Declaration. Subject to and without affecting any other provisions of this Declaration to the contrary,all of the remedies permitted or available to a party under this Declaration, or at law or in equity shall be cumulative and not alternative, and the invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Section 14.05 Any time an Owner or other party or Property Manager,if any, shall not pay any sum payable hereunder to another party within fifteen(15)days of the due date, such delinquent party shall pay interest on such amount from the due date to and including the date such payment is received by the party entitled thereto, at the lesser of: (a) the highest rate permitted by law to be either paid on such type of obligation by the party obligated to make such payment or charged by the party to whom such payment is due, whichever is less; or (b) the prime rate,plus three percent(3%). As used herein, "prime rate"shall mean the rate of interest published from time to time as the "Prime Rate" in the Wall Street Journal under the heading "Money Rates"; provided, however, that (i)if more than one such rate is published therein the prime rate shall be the highest such rate and(ii) if such rate is no longer published in the Wall Street Journal or is otherwise unavailable, the prime rate shall be a substantially comparable index of short term loan interest rates charged by U.S. banks selected by the Association to corporate borrowers. Section 14.06 Each Owner and Property Manager,if any,agree that upon written request (which shall not be made more frequently than three(3)times during any calendar year)of any Owner or Property Manager,it will issue within thirty(30)days after receipt of such request to such Party,or its prospective mortgagee or successor,an estoppel certificate stating to the best of the issuer's knowledge as of such date:(i)whether it knows of any default under this Declaration by the requesting party, and if there are known defaults, specifying the nature thereof in reasonable detail; (ii)whether this Declaration has been assigned,modified or amended in any way by it and if so, then stating the nature thereof in reasonable detail; (iii) whether this Declaration is in full force and effect; and (iv) such other matters concerning this Declaration and the status of payment and performance hereunder as are reasonably requested. 30 Such estoppel certificate shall act to estop the issuer from asserting a claim or defense against a bona fide encumbrancer or purchaser for value to the extent that such claim or defense is based upon facts known to the issuing party as of the date of the estoppel certificate which are contrary to the facts contained therein,and such bona fide purchaser or encumbrancer has acted in reasonable reliance upon such estoppel certificate without knowledge of facts to the contrary. Except as provided in the immediately preceding sentence,the issuance of an estoppel certificate shall in no event subject the issuer to any liability for the negligent or inadvertent failure of the issuer to disclose correct and/or relevant information, nor shall such issuance be construed to waive any rights of the issuer to perform an audit or obtain an adjustment with respect to Common Area Maintenance Costs for any year it is entitled to do so. Section 14.07 The restrictions imposed, the easements declared, and the obligations set forth herein will run with the land and will burden and benefit the burdened Parcels("Burdened Parcels")and the benefitted Parcels("Benefitted Parcels"),as the case may be, and will inure to the benefit of Declarant and its successors and assigns forever.The future owners of the Parcels, or portions thereof, will acquire and be bound by the restrictions, easements and obligations, respectively. Section 14.08 The owner of a Parcel benefitted ("Benefitted Parcel Owner") by each easement herein established will indemnify and hold harmless the owners of the corresponding burdened Parcels ("Burdened Parcel Owner") from any liability, cost or expense, including reasonable attorneys' fees,resulting from or incident to the use and occupancy of the easement by the Benefitted Parcel Owner, or by those claiming thereunder, unless caused solely by the negligence or willful misconduct of the Burdened Parcel Owner. In addition, the Benefitted Parcel Owner will indemnify and hold harmless the owners of the corresponding Burdened Parcels from any and all injuries and damages to property or improvements of the Burdened Parcel Owner directly or indirectly resulting from the use of the easement by the Benefitted Parcel Owner. Section 14.09 Neither the Declarant (nor its trustees), the members of the ACB, or the Directors of the Association,shall have any liability to any Owner,or any person claiming by or through an Owner,or to any Permittee or occupant of any Parcel,except for willful or intentional misconduct. Section 14.10 Intentionally Omitted Section 14.11 During the Period of Declarant Control and subject to the provisions and restrictions of Sections 1.14 and 1.32, the Declarant reserves the right, in its sole discretion,to further restrict the scope or location of any easements established or reserved in this Declaration by recording in the Clerk's Office a Supplementary Declaration to that effect. Section 14.12 This Declaration does not create any easements or rights for the benefit of any person,persons,entity or entities not herein expressly made a beneficiary of such easements, and the rights and privileges created hereby shall only run to the beneficiaries named herein and their successors in interest. 31 Section 14.13 Except as otherwise provided herein, each easement herein declared will last in perpetuity and may only be terminated by a written instrument describing the easement to be terminated, providing for such termination and executed by the owners of the Parcels benefitted and burdened by such easement,together with their mortgagees,if any,and recorded in the Clerk's Office,in which case such easement will thereupon automatically terminate and be of no further force of effect. Section 14.14 The Owner of any Benefitted Parcel agrees that it will not use the easements for purposes other than as permitted herein and will at all times comply with all safety rules and regulations promulgated by Governmental Authorities having jurisdiction or authority over the easements. Section 14.15 The provisions of the Governing Documents are severable. If any term, covenant or condition of the Governing Documents or the application thereof to any person or circumstances will to any extent be invalid or unenforceable, the remainder of the Governing Documents or the application of such terms,covenants or conditions to persons or circumstances other than those as to which it is held invalid or unenforceable,will not be affected thereby and each term,covenant or condition of the Governing Documents will be valid and be enforced to the fullest extent permitted by law. Section 14.16 In the event the Owner of any Parcel dedicates to the applicable Governmental Authority a sanitary sewer line,storm sewer line or other utility or improvement that is the subject of an easement granted or reserved hereby, such easement will automatically terminate and the Owners of the other Parcels agree to execute a quitclaim deed or other appropriate instrument reasonably necessary to evidence such termination. Section 14.17 Any notices required or permitted to be given under the Governing Documents shall be given in writing to the then Owners of the Parcels at such addresses as they have provided to the Association and shall be deemed given when(i)hand delivered by personal delivery; (ii) one (1) business day after pickup by nationally recognized overnight courier for next day delivery;or(iii)when received by registered or certified mail(return receipt requested, first-class postage prepaid),in any case addressed to the parties as follows: As to Declarant: Trustees of the Post Office Land Trust Attn: Charles Wm.Hurt 195 Riverbend Drive Charlottesville,VA 22911 Telephone: (434)979-8181 Fax: (434)296-3510 or in each case to such other address as any Owner may from time to time designate to the Association by notice given pursuant to this paragraph. The Association upon request of an Owner shall provide the relevant Owner address information contained in its file. 32 Section 14.18 Notwithstanding anything to the contrary contained in the Governing Documents or in any Supplementary Declaration,Declarant hereby reserves and is granted: the right and power to execute and record or file technical amendments to the Declaration, any Supplementary Declarations as well as the right to terminate any Supplementary Declaration,for the purpose(s)of correcting spelling,grammar,dates,typographical errors,or as may otherwise be necessary to clarify the meaning of any provision(s)of any of such documents;and,subject to the provisions and restrictions set forth in Section 1.14, 1.16 and 1.32 hereof,the right and power to execute and record or file special amendments to this Declaration, any Supplementary Declarations, the Articles of Incorporation, and/or the Bylaws, in order to comply with any requirements of any of the Agencies or to induce any of the Agencies to make,purchase, sell, insure or guarantee any first lien deeds of trust on Parcels. Section 14.19 This Declaration, subject to the provisions and restrictions set forth in Sections 1.14, 1.16 and 1.32, may be amended any time by recordation of an instrument in the Clerk's Office signed by the Declarant and the Owners of Parcels with at least 67%of the then voting rights in the Association, agreeing to such amendment, modification, or termination. Notwithstanding the foregoing,(i)as long as Declarant owns any Parcel,Declarant may,subject to the provisions and restrictions set forth in Sections 1.14, 1.16 and 1.32, unilaterally amend this Declaration in its sole discretion,and(ii)no amendment,modification,or termination which would affect any rights reserved herein in favor of Declarant shall be effective unless joined in by Declarant or its successors and assigns. The provisions(i)and(ii)of this Section are intended to be superior to the rights reserved to Declarant in Section 14.18. Section 14.20 This Declaration shall be construed and governed under the laws of the Commonwealth of Virginia. Section 14.21 This Declaration may be executed in multiple counterparts. (Signatures appear on the following page.) 33 WITNESS the following signatures and seals upon due authority: DECLARANT: -41/ Charles Wm.Hurt,as Trustee of the Post Office Land Trust S irley L. fisher,as Trustee of die Post Offi e Land Trust BANK: First Community Bank,N.A. By: +i/ /gam/ Its ✓� ../,�1.,�..l.,l` TRUSTEE: YagegiZarir;d C.William Davis,Trustee under Deed of Trust COMMONWEALTH OF VIRGINIA EiFeCOUNTY OF SLOiae y a JLe ,to-wit: The foregoing instrument was acknowledged before me this o day of ern -,2005,by Charles Wm.Hurt,as Trustee of the Post Office Land Trust. My Commission expires: OC ‘z.e.ia_3! lel No Public 34 COMMONWEALTH OF VIRGINIA ,GIFICOUNTY OF coa Qt ,to-wit: S� ,, �,T,he foregoing instrument was acknowledged before me this day of Ae�nndPltZ,2005,by Shirley L.Fisher,as Trustee of the Post Office Land Trust. My Commission expires: 3y ;c57 :B� �nD v V Not Public C �W OF �L MY/COUNTY OF_ r L� ,to-wit: The foregoing instrume t was acknowledged before me this 4t.day of • - ,2005,by t � vJ�J � 4� cJ ,as A /4 i�, .4 �c� of First Community Bank,N.A.,on its behalf. • �* .adapires:f 0 d o F.*? NOTARY PUBLIC , i• STATE OF WEST VIRGINIA !f► n� PATRICIA J.ROBERTS RT. BOX 72 LU SEflELO,WV 24701 Myoamlls.tontnlprosJanuary 30.201s Notary Public COMMONWEALTH Og VIRGINIA CITY/COUNTY OF I rte I' ,to-wit: The foregoing instrument was acknowledged before me this a-i(lay of 5efifivhb e►r ,2005,by C.William Davis,Trustee under Deed of Trust. M Commission expires: (PC r'}'(l.dA_ a0,d0i'-( AIV •r OFFICIAL sat. NOTARY PUBLIC /_ �,}t,_�� srn7FO,�µ�7vrRRINrA �(/� MARY G.WYRICK `.�.,' ou1EFr,:Lo,wy 2aror 60 No ary Public t/ w`•". •My commission expires October 20,2014 11Mk011E1USERFNesUM81 -•• A` - . : ION-9.21-DS CLEAN VER.doc 35 EXHIBIT A Legal Description of Property PARCEL ONE: All that certain tract or parcel of land,with all rights and appurtenances thereto, situated in Albemarle County, Virginia, fronting on Timberwood Boulevard, containing 28.60 acres,more or less,shown on a plat by Rivanna Engineering& Surveying, PLC, dated February 8, 2005, recorded in the Clerk's Office of the Circuit Court of the County of Albemarle, Virginia, in Deed Book 2918, Page 281;and BEING a portion of the property conveyed to Charles Wm. Hurt and Shirley L. Fisher, as Trustees for the Post Office Land Trust pursuant to the terms of a certain land trust agreement dated October 27, 1997, by deed from Joseph W. Wright,Jr.,dated November 3, 1997,recorded in the aforesaid Clerk's Office in Deed Book 1661, Page 116; and by deed from S-V Associates, a Virginia Partnership,and M.Clifton McClure and Robert M.Callaghan,as Trustees of the One-Ninth Land Trust, dated September 30,2004,and recorded in the aforesaid Clerk's Office in Deed Book 2890,Page 696;and by deed from Birckhead,LLC, a Virginia limited liability company, dated December 30, 2004, and recorded in the aforesaid Clerk's Office in Deed Book 2904,Page 65. PARCEL TWO: All those certain tracts or parcels of land, with all rights and appurtenances thereto,described as Lot A,containing 1.31 acres,more or less,Lot B,containing 1.79 acres, more or less, Lot C, containing 1.92 acres, more or less, and Open Space 1, containing 1.74 acres, more or less, all in Block Cl, as shown and designated on a plat of Hollymead Towncenter Block Cl prepared by Rivanna Engineering&Surveying,PLC,dated August 9,2004,revised January 17,2005, and recorded in the aforesaid Clerk's Office in Deed Book 2916,Page 22. BEING a portion of the property conveyed to Charles Wm. Hurt and Shirley L. Fisher, as Trustees for the Post Office Land Trust pursuant to the terms of a certain land trust agreement dated October 27, 1997, by deed from Joseph W. Wright,Jr.,dated November 3, 1997,recorded in the aforesaid Clerk's Office in Deed Book 1661, Page 116; and by deed dated December 22, 2003, from River Heights Associates Limited Partnership,recorded in the aforesaid Clerk's Office in Deed Book 2672,Page 727. \\Mk01\E\USER Files\DPJ\CAC\WPDATA\HURTICURR.MAT\Hol1ymead Town Ctr-pd-Exhibit A.doe 1016105 L00 PM EXHIBIT B HollymeadTown Center Area C -Block Designation , ,.-%I" 1 , Charlottesville,Virginia ViT+* t /i'/.". 14�tif ;0 y 'mk\ 7.. llllli 1 y `T. '•' ' owir' uuu V 1`wai p natio ,n�+ua„u na. , If- If,, `- 71TTfi1711111T1111711ITIMTTt1 ITH IP- 17111 J__. . 111>iu A I'= IIIc ,a, 11111 QiltthH${HfVe uvi: } f L It ' 0, If■riir -� VII uil ; �,,, -\ C' VIII (IIH- iniiii��lllT1.1 Amo \i�tISTSTIi,11"^� rIIIlIU ll��uiuuf II ) �\ - fr n111 warm nn 0.0_..'':111,3-5'ionl-w-iP.'") ....-\..,- , •, iThfhifili HOMO ; -- Conner Drive. .. `, N.if,illT7t . a r fT � . MtffiftP Il11LW I L1Lu^` \. /4 1 I IIHIC, piimiiimiiLPg / ..1\\ Lam a0‘.� I - _ tot' r Pifil - '," li - .sem,.«r; .a. 1 _ r viii Route 29 ' ' EXHIBIT C Proffers EXHIBIT C /MA-01-20 S PROFFERS Hollymead Town Center Area C July 25,2003 TAX MAP 32,Parcels 41D,43A,44,45,46 37.1 Acres Pursuant to Section 33.3 of the Albemarle County Code(the"Code"),the owners,or their duly authorized agents,hereby voluntarily proffer the conditions listed below which shall only be applied,except as specifically set forth herein to the area identified as Regional Service Area C on the Application Plan,(defined below)comprising all or some of the above referenced tax map parcels(the`Property"). These conditions are proffered as part of the requested zoning and it is agreed that: 1)the rezoning itself gives rise to the need for the conditions;and 2)such conditions have a reasonable relation to the rezoning request: 1. Development shall be in general accord with the Application Plan entitled Rezoning Application Plans for Hollymead Town Center Regional Service Area C,(Sheets A-1,A- 2,only),prepared by Rivanna Engineering&Surveying,PLC,revised,last revised,July 7,2003("Application Plan"). The standards of development and central features and major elements within the Property essential to the design of the development shall be in a general accord with the Block Exhibit,the Code of Development's Narrative,and the Code of Development's tables and appendices set forth in the attached Application Booklet,entitled"Hollymead Town Center,Application Booklet,ZMA-01-20(Area C)." The Owners have presented,as part of their rezoning application,a number of conceptual plans and illustrations for various purposes,but principally to provide justification for the rezoning actions they are seeking. Unless specifically referenced in these proffers,all plans and illustrations submitted as part of Applicant's rezoning application,other than the Application Plan as defined above,shall be deemed illustrative only,and such plans and illustrations shall not be deemed proffers,The Owners reserve the right to reconfigure the internal block improvements,consisting of buildings,parking and drive aisles and drive-through window features and as shown on the Application Plan in order to:i)comply with conditions imposed by Special Use Permits,and ii)assure compliance with ARB requirements iii)and provide all necessary storm water management and BMP's as necessary. 2. The Owners of Area C,as shown on the Application Plan(the"Owner")shall cause completion of the following road improvements that shall be roads constructed to VDOT standards and either be accepted by VDOT or be bonded for VDOT's acceptance as follow: A.Construction of Timberwood Boulevard,as depicted on the Application Plan and further described as follows:i)from the intersection at US Route 29 to a new 41111) terminus within Hollymead Town Center that is shown at the extension of the Mak ZMA-01-O20 Hollymead Town Center Area C VDOT future road improvement project of Airport Road,this will provide the connection to Airport Road from Route 29 as previously proffered as part of ZMA 94-08. The constructed improvements shall include two Eastbound lanes in conjunction with the improvements designed for TM 32 Parcels 41D1 and 41A to the first dual lane roundabout at access road B and Westbound lanes of dual left lanes,one thru lane and one continuous right turn lane from the roundabout at access road B to the intersection with Route 29,from the roundabout at access road B a two lane section shall be constructed to the VDOT extension,with additional turn lanes at intersections located in Area C pursuant to road plans approved by the Virginia Department of Transportation("VDOT")and the County as part of the Area C site plan. B.Construction of dual left turn lanes at the intersection of Route 29 and Timberwood Boulevard,from northbound Route 29 into Timberwood Boulevard. The turn lane and taper lengths will be determined with final road plans to be reviewed and approved by VDOT. C. Signalization at Timberwood Boulevard and Route 29 shall include reconstruction at the Forest Lakes Subdivision entrance location,as scheduled in coordination with VDOT. All turn movements shall be signaled at the intersection of Route 29 and Timberwood Boulevard,as approved by VDOT. The existing intersection exiting Forest Lakes shall be reconstructed to maintain the dual left lanes,the continuous right turn lane and add a through lane according to the final design in the previous paragraph. D.The Owner proffers to dedicate land and construct a third through lane on Route 29(consisting of lane width,shoulder and drainage improvements) southbound from the entrance road,(Timberwood Boulevard)at the Property's Northern boundary. The Owner also shall dedicate land or cause to be dedicated and construct i)a continuous through lane 500-feet to the Southern boundary of Area C,ii)a taper lane consisting of a 200 foot taper beginning at the Southern boundary and Route 29(m the event area B is not rezoned and their proffers accepted),and iii)a continuous right turn lane starting at the right-in at the Northern boundary of TM 32 Parcel 41A to the right-in at the Southern entrance of Area C. E.Construction of one additional continuous right turn Northbound lane starting 1090 feet south of Timberwood Boulevard at the location of the beginning of the turn and taper of Worth Crossing and Route 29;and terminating at Timberwood Boulevard. F.Access Road C,between Area A and its intersection with Timberwood will be built or bonded before the issuance of the first certificate of occupancy within Area B.If bonded,the road will be constructed for acceptance by VDOT within one year of the first certificate of occupancy. • 2 • ZMA-01-020 Hollymead Town Center Area C The road improvements listed in proffer.2A,2B,2C,213,2E and 2F above shall 41111) be constructed,in accordance with road plans submitted by the Owner and approved by VDOT. All of the foregoing improvements shall be i)constructed to VDOT design standards pursuant to detailed plans agreed to between the Applicant and VDOT,and ii)accepted by VDOT for public use or bonded for VDOT's acceptance as a condition for issuance of any certificate of occupancy for Area C improvements(except as otherwise provided in proffer 2F). The width,length,location,(inside median or outside existing pavement),type of section(e.g.,urban vs.rural),and geometries of all lane improvements shall be as required by VDOT design standards and detailed plans submitted by the Owner and approved by VDOT. 3. All road improvements listed in proffer 2 above shall be substantially completed prior to the issuance of the first Certificate of Occupancy in Area C;notwithstanding the foregoing,the road proffers described in proffer 2 above shall be satisfied if the Owner has submitted plans for all such road improvements for review by VDOT,and although such improvements are not fully completed by the issuance of a Certificate of Occupancy for Area C,sufficient bond has been supplied to satisfy all costs to complete such improvements in accordance with plans approved by VDOT. Substantially complete for the purposes of these proffers shall mean approved sub-base gravel,curb and gutter, intermediate surface and necessary storm water management improvements and satisfactory completion of road improvements required for public safety,and signalization;but shall not include final activated signals which are subject to testing and synchronization according to VDOT inspection. All proffers to make road improvements contained in proffer 2 of these proffers are conditioned upon VDOT's approval of an entrance permit at the Timberwood Boulevard intersection with Route 20 as shown on the Application Plan. The Owner shall submit to VDOT plans for such road improvements within 30 days of the rezoning and shall diligently pursue such approvals from VDOT. 4.. Upon request of the County,the Owner shall contribute$10,000.00 to the County or VDOT for the purposes of funding a regional transportation study for the Route 29 Corridor. The$10,000.00 contribution shall be made within 30 days after requested by the County after the first final site plan or subdivision plat is approved in Area C and,if not expended for such purposes within three years from the date the funds were contributed,such funds shall be refunded to the Owner. 5. The Owner shall contribute$200,000.00(the"total contribution")to the County for the puipose of funding capital improvements related to the Hollymead Town Center. The contribution shall be paid as follows:$100,000.00 shall be contributed to the County within 30 days after the first final site plan.or subdivision plat containing dwelling units is approved in Area C;the remainder of the contribution shall be paid on a pro rata basis at the time a certificate of occupancy is issued for each dwelling unit;the pro rata . contribution shall be based upon the number of dwelling units approved as part of the first final site plan or subdivision plat. If five years after the date of approval of the first final site plan or subdivision plat the total contribution has not been fully paid,the Owner 3 • ZMA-01-020 Hollymead Town Center Area C shall contribute the unpaid balance within 30 days upon the request of the County. If the 1111/ fund is not exhausted within 10 years from the date the last contribution is made,such unexpended funds shall be refunded to the'Owner. 6. Upon the request of the County,for any parcel used for non-residential purposes in the portion that is currently zoned Light Industry that will be rezoned to PDMC the Owner shall petition for and consent to a Community Development Authority("CDA") established pursuant to Section 15.2-5152,et seq.of the Code of Virginia("Code")to be created for the purpose of financing,funding,planning,establishing,constructing, reconstructing,enlarging,extending or maintaining Route 29 and roads and other improvements associated therewith,which shall include,but may not be limited to improvements to Route 29 from the South Fork of the Rivanna River to Airport Road,the extension of Ridge Road as depicted on the Master Plan,to the South and across the Rivanna River to connect to Berlgnar Drive. • Submitted as of the 25th day of Ju)y 2003,by:Post Office Land Trust By: MA'L�43! -,I By:haresHurt,Trustee Shirley .Fis r Trustee Charles W. ey �, • • • a 4 vammasums • COUNTY OF ALBEMARLE Department of Building Code and Zoning Services 401 McIntire Road,Room 227 Charlottesville,Virginia 22902-4596 FAX{434)9724126 TELEPHONE(434)296-5832 TPD(434)972-4012 September 8,2003 Katurah Roell Virginia Land Company 195 Riverberid Drive Charlottesville, VA 22911 RE: ZMA-2001-020 Hollymead Town Center Area C Tax Map 32,Parcels 41 D,43A,44,45 and 46 Dear Mr. Roell: There is a typographical error in the proffers for this rezoning. Proffer#3 refers to an entrance permit at the Timberwood Boulevard intersection with Route 20. This should be read as Route 29.Please file this letter with your copy of the proffer. No further action is required. Please contact me if you have questions. , Sincerely, John Shepherd Manager of Zoning Administration COPIES: Amelia McCulley,Zoning Administrator;Janice Farrar, Planning Assistant;Greg Kamptner,Assistant County Attorney; Melvin Breeden, Director of Finance, Ella Washington Cary,Clerk to the Board of Supervisors. • C:1Files\Proffers\Hollymead C Typo correction.doc EXHIBIT D General Locations of Monument Signs \\Mk011E\USER ResWMB\WPDATAIHURT11433DECLARATION-9-21.05 CLEAN VER.doc Exhibit D Monument Sign- j t-/ HollymeadTown Center -- Area C -Monument Sign Location y • :. .stir!!. Charlottesviile,Virginia �, fi,;"1'•. 4'4kol �'' ,�`*` • Itillir iiII IMII ir71 Il Llitl��11W rlAII ' I II fl,s ` VrmrTl7TfrT1'rmrrunu A MUM= liL Monument :'f`'f 41r♦H}Hh'NHiIfNffNf r • 1� IIIlu IIJ 111lfrjju .4-Si" n u ' r ���� Illllpl I ,.�y{'}� , - i o VIII/}I}MI�ylluii `� 51,_' \ ,„,IIIAIIII II Iil1 �,�� '� ' °t VIII n> 11I 6„,..,,a, -_ r,„,, , _.„„,„,„,,,,„..,,,,- (9k .„„,lmluuuutlt- V�S'CS1Uu �� II > _ _ mrrrrmr1:11rrrrrl7rtf� '�`{`��(�5}]�{yµ�5{1�� 'Nf�ffMfl { 4#�{�fr♦N+{I 111” I _�, cf „�u}}ly/�ll'II IIIIIIIIIIIII� M ....�y11��1311 a s I v I I I"m i 1411'MI 4I 1 (�lj1L� ) �_..C�cwer Dr, 4,_:.______:,.. \' Vr1uirfur TTRU -:.--:: 11111111111V‘,N:, '''.Wiidhil 2 rgll ,.. ,,' 's ill - - • .'Stormwat r .. Monument MI man.g�eat I 1 i i \Fudlity 1 ', I,Ii Sign 1 Route 29 'i i( N6) RECORDED IN CLERKS OFFICE OF ALBEMARLE ON October 12,2005 AT 10:15:29 AM $0.00 GRANTOR TAX PD AS REQUIRED BY VA CODE§58.1-802 STATE:$0.00 LOCAL:$0.00 ALBEMARLE COUNTY,VA SH LBY MARSHALL CLERK CIRCUIT COURT 601S1\33 / 1-1N�WW CaN3p31:1 t , Instrument Control Number I }. 8 2 1 �i Commonwealth of Virginia Land Record Instruments Cover Sheet-Form A 111111111111111111111111111111111111111 [ILS VLR Cover Sheet Agent 1.0.87) Doc ID; 004968830019 Type: DEE Recorded: 12/06/2008 /Pape1tf204:38 PM Fee $36. 0 o1 _ _ Date of Instrument: [12/4/2008 ] Albemarle ShipptClerk X R Instrument Type: [AG-PL ] BK3667Pe696-714 P E Number of Parcels [ 2] X Number of Pages [ 17] E M City❑County [Albemarle County ] (Box for Deed Stamp Only) p First and Second Grantors T _ Last Name I First Name I Middle Name or Initial I Suffix X. [Bef Relt Inc I[ ][ ][ ] ❑® [HTC Hotel LLC ][ I[ I[ ] First and Second Grantees Last Name First Name I Middle Name or Initial I Suffix 0® [Bet Reit Inc ][ ]I 11 ] 0® [HTC Hotel LLC )[ ][ ][ ] Grantee Address (Name) [HTC Hotel LLC ] (Address 1) [8302 Brook Road ] (Address 2) [ ] (City,State,zip) [Richmond ] [VA] [23227 ] Consideration[0,00 ]Existing Debt[0.00 1 Assumption Balance[0.00 ] Prior Instr.Recorded at:City 0 County® [Albemarle County ] Percent.In this Jude. [ 100] Book [ ] Page [ ] Instr.No [ ] Parcel Identification No(PIN) [32-4105 ] Tax Map Num. (If different than PIN) [32-41 D5 ] Short Property Description [acreage ] [ ] Current Property Address(Address 1) [n/a ] (Address 2) [n/a ] (city,State,Zip) [n/a 11 II I Instrument Prepared By [Kane&Jeffries PC I Recording Paid for By [Kane&Jeffries PC ] Return Recording To (Name) [Kane&Jeffries PC ] (Address 1) [7110 Forest Avenue ] (Address 2) [ ] (City,State,Zip) [Richmond ][VA][23226 ] Customer Case ID [ ] [ I[ ] r7I M1 � �TI/� � � � • is 41::':;r.. I ,. ri (.;,, ( �t f, '+ Cover Sheet Pae#1 of 2 /'.,1 I '', I `' 1 « 1 Instrument Control Number Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form C [ILS VLR Cover Sheet Agent 1.0.87] . aETC Date of Instrument: [12/4/2008 ] A R R 0 Instrument Type: [AG-PL ] XAAR N N P Number of Parcels [ 2] E T T X 0 E Number of Pages [ 17] E R ECity❑County® [Albemarle County ] (Box for Deed Stamp Only) M Grantors/Grantees/Parcel Continuation Form C P L__ Last Name I First Name I Middle Name or initial L Suffix ❑®❑® [Hollymead Corner LLC ][ ][ ][ ] ❑❑®® [Hollymead Corner LLC ][ /1 ][ ] 0000 [ 1t ][ ][ ] ❑❑❑❑ [ Jr ][ ][ ] ❑❑❑❑ [ 1t ]t ][ ] ❑0❑❑ [ ][ ]t ]t ] 0000 [ ]t H ][ ] Prior Instr.Recorded at:City ❑ County® [Albemarle County ] Percent.in this Jude. [ 100] Book [ ] Page 1 1 Instr.No [ ] Parcel Identification No(PIN) (32-41 D4 ] Tax Map Num. (If different than PIN) [32-4104 ] Short Property Description [acreage 1 [ ] Current Property Address(Address 1) [n/a ] (Address 2) [n/a 1 (City,State,Zip) [n/a ][ 11 1 Prior Instr.Recorded at:City ❑ County El [ 1 Percent.in this Juris. [ ] Book [ ] Page [ ] Instr.No [ 1 Parcel Identification No(PIN) [ ] Tax Map Num. (If different than PIN) [ ] Short Property Description [ ] [ 1 Current Property Address(Address 1) [ ] (Address 2) [ 1 (City,State,Zip) ( 11 11 1 {yL[ yyi� i k I 1 t!��' . L ,I A, ;- { 'If I Cover Sheet Page ft 2 of 2 § 14821 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT(this"Agreement")is made and entered into as of this 4th day of December,2008,by and among BEF REIT,INC.,an Ohio corporation(`Bob Evans"),HTC HOTEL,LLC,a Virginia limited liability company("HTC"),and HOLLYMEAD CORNER,LLC,a Virginia limited liability company("Hollymead").The foregoing parties are sometimes referred to herein individually as"Party"and collectively as"Parties", Recitals: A. The Parties are owners of certain real estate situated in Albemarle County,Virginia, known as Lots A,B,and C,in Block Cl,Hollymead Towncenter,as shown on that certain plat entitled "PLAT SHOWING BOUNDARY ADJUSTMENT FOR TAX MAP 32 PARCELS 41D4&41D5,LOTS A&B,BLOCK Cl HOLLYMEAD TOWNCENTER,RIO DISTRICT ALBEMARLE COUNTY, VIRGINIA"("Plat"),dated August 28,2008,revised September 23,2008,and which is recorded in the Clerk's Office of the Circuit Court of Albemarle County,Virginia prior hereto. Said lots are sometimes referred to herein individually as"Lot A","Lot B"and"Lot C",and collectively as"Lots". B. The Lots are benefited and burdened by that certain Declaration dated September 1, 2005,recorded October 12,2005,in Deed Book 3085,page 361 of the Clerk's Office of the Circuit Court of Albemarle County,Virginia(the"Declaration"). Section 2.01 of the Declaration creates certain cross access and parking easements which are applicable to the Lots. C. In connection with the development of the Lots for commercial use,certain infrastructure work needs to be completed upon the Lots and the adjacent open space designated as TMP 32-41D3 on the Plat("Pond Lot"). The Parties enter into this Agreement for the purpose of establishing certain agreements in connection with the completion of,and payment for,certain development work and the use and enjoyment of the Lots and the Pond Lot. Agreement: NOW THEREFORE,for one dollar($1.00)and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1. Recitals.The foregoing recitals are made part of the agreement of the Parties. 2. Declaration. The Parties acknowledge that the cross parking and access easements created in Section 2.01 of the Declaration are applicable to the Lots and hereby ratify and confirm such easements. In addition,and to further the intention of the Parties with respect to such easements,the Parties agree that the areas shown marked on Exhibit"A"(the"Block Cl Designated Areas")attached hereto shall be developed as depicted on Exhibit"A"and shall not be relocated without the prior written consent of the Parties. Notwithstanding the foregoing such consent shall not be required if the relocation is at the request of Albemarle County and such relocation does not adversely affect the other Lots access to and from Route 29(Seminole Trail). 3. Development Obligations and Reimbursement to the Owners. (a) HTC and Hollymead shall complete each of the following initial development obligations: 1 , (i) HTC shall cause the Block Cl Designated Areas to be engineered,surveyed, staked and graded,shall install(or re-install after grading)all underground infrastructure and utilities,and shall install curbing,paving and landscaping to Albemarle County specifications(the"HTC Improvements")in accordance with county approved"ARB Review Plan—Overall Layout Plan" prepared by Dominion Development Resources,LLC,and Rummel,Klepper&Kahl,LLP(collectively, the"Engineer")a portion of which plan is attached hereto as Exhibit"A"for reference. (ii) Hollymead shall install a retaining wall and forebay,shall relocate drainage pipes,shall reconfigure head walls,shall remove manholes,and shall install landscaping on Lot A,Lot B and the Pond Lot further described on Exhibit A attached hereto(the"Hollymead Improvements"). Hollymead agrees to begin construction of the Hollymead Improvements at the same time work has begun on the HTC Improvements.In the event that Albemarle County requires completion of the Hollymead Improvements or improvements on the Pond Lot before approving HTC's site plan or HTC's certificate of occupancy,Hollymead will complete all such improvements within 30 days notice by HTC of said county requirement. (b) HTC shall be responsible for the completion of,and the initial payment for,the HTC Improvements and further described in Exhibit A. (c) Bob Evans and Hollymead shall each be responsible for their proportionate and respective share of the cost of the HTC Improvements.Each Party's share of the cost of the HTC Improvements on their respective Lot shall be determined and provided by the site development company ("Site Developer")prior to the commencement of the HTC improvements for approval by the Parties. The Site Developer shall provide a Lot A,Lot B,and Lot C estimate and each Parties share of any overages at the time final payment is due shall be determined by the Site Developer based on which Lot is attributable to the additional work and costs. Both Bob Evans and Hollymead shall have the opportunity to approve all estimates and plans for such work on their respective lots prior to the commencement of the work by HTC,and will have the right to receive"verified invoices"(hereinafter defined)for such work. The portion of the plans attached hereto as Exhibit A entitled"ARB Review Plan—Overall Layout Plan" showing the HTC Improvements have been approved by all parties to this Agreement. (d) Prior to the commencement of the HTC Improvements,Hollymead shall execute a credit line promissory note payable to HTC,secured by a deed of trust lien its parcel for its estimated proportionate and respective share of the cost of the HTC Improvements installed on Hollymead's Lot C. The note and deed of trust shall be in the form attached hereto as Exhibit"B"and Exhibit"C".The note shall bear interest at eight percent(8%)per annum with interest only payments being made semi-annually and the note shall become due and payable in one final balloon payment to HTC upon the occurrence of any one of the following events:(i)the commencement of development of Lot C(for Hollymead),or(ii) the sale or conveyance of Lot C to a third party(for Hollymead),or (iii)two(2)years after written notice from HTC to Hollymead of the completion of the HTC Improvements.In the event Hollymead's share exceeds the amount of the note,Hollymead agrees to pay such overage within 30 days demand by HTC. (e) Bob Evan's shall pay its proportionate share of the HTC Improvements upon commencement of development on the Bob Evan's Lot A(by an owner or a tenant)or upon the sale of the Bob Evan's Lot A provided HTC has provided to"verified invoices"and notice to Bob Evan's that the HTC Improvements have been commenced and/or completed on the Bob Evan's Lot A.The terms "verified invoices"shall mean invoices that have been certified as being paid by HTC by signed notation on the invoice for work completed on Bob Evan's Lot A. (1) By previous agreement,Bob Evans shall reimburse Hollymead for its proportionate share of the cost to install the retaining wall within fifteen(15)days after the completion thereof and demand 2 for payment has been issued.Bob Evans'"proportionate share"of the cost to construct the retaining wall shall be equal to the square footage of the portion of the wall that is constructed upon or adjacent to Lot A times$25.00 per square foot,not to exceed a total of Thirty-Five Thousand Dollars($35,000.00). (g) By previous agreement,HTC will provide to Hollymead up to the amount of$25,000.00 when Hollymead commences work on the retaining wall and forebay. (h) It is the intention of Bob Evans,Hollymead,and HTC to contract with one site development company selected by HTC that will perform all of the work described above(except for landscaping unless contractor chooses to include this work in its bid). As such,all of the above work shall commence at,or near the same time and be completed at,or near the same time. (i) In the event of a dispute as to a Party's proportionate share of the costs of either the HTC Improvements or the Hollymead Improvements,the decision of the Engineer shall be binding upon all Parties to this Agreement. 4. Utilities.The Parties acknowledge that various utilities will be extended across all the Lots below ground. Accordingly,and notwithstanding any language in Section 2.03 of the Declaration to the contrary,each of the Parties hereby grant the right and easement to the other Parties for the installation, operation,use,repair and replacement of Utility Lines(as defined in the Declaration). 5. Construction Easement. The Parties acknowledge that during the construction of the HTC Improvements and the Hollymead Improvements that construction vehicles may cross a neighboring parcel outside of the Block Cl Designated Areas;therefore,each Party hereby grants to the other Parties a construction easement for access over their respective Lot for the construction of the HTC Improvements and the Hollymead Improvements,provided that such construction access does not interfere with the development of any Lot and does not damage any improvement on any Lot. 6. Construction Standards.All work hereunder shall be completed(i)with due diligence and in a good and workmanship-like manner;(ii)in compliance with all legal requirements;(iii)free from mechanic's and/or materialmen's liens;and(iv)in accordance with the standards of other first class commercial developments in the Hollymead area of Charlottesville,Virginia. The granting of construction bids for all work to be performed must be submitted in writing by reputable contractors and be of a scope and scale commensurate with the work to be performed. No Party shall authorize final payment to any contractor until the appropriate governmental authority or department has passed the work that is subject to governmental approval. 7. Default and Remedies. (a) If any Party shall default in the performance of any of its obligations hereunder(such Party being hereinafter called a"Defaulting Party"),which default adversely affects another Party herein or occupant of any of the other Lots(an"Affected Party")in addition to all other remedies it may have in law or in equity,after fifteen(15)days prior written notice to the Defaulting Party(or in the event of a emergency after such notice is practical under the circumstances)and the failure of the Defaulting Party to cure such default,the Affected Party shall have the right,but not the obligation,to perform such obligation(s)on behalf of Defaulting Party. In the event such default is not susceptible to cure within fifteen(15)days,the Affected Party's right to self-help shall not arise unless the Defaulting Party fails to commence to cure the default within fifteen(15)days or fails to diligently and continuously pursue a cure within a reasonable time. In such event the Defaulting Party shall promptly reimburse the Affected Party for the costs to cure,together with interest thereon from the day of the outlay at a rate which is four percent(4%)above the"prime rate"as reported in The Wall Street Journal. In addition,all monetary 3 amounts due and owing by the Defaulting Party shall constitute a lien on the Lot of the Defaulting Party for the benefit of the Affected Party(s)which lien may be perfected by filing a notice of lien in the Clerk's Office of the Circuit Court of Albemarle County,Virginia. (b) No delay or omission of any Party in the exercise of any right or remedy shall impair any such right or remedy,or be construed to be a waiver thereof. Any waiver of a breach or a default of this Agreement shall not be construed to be a waiver of any subsequent breach or default of the same or any other provisions hereof. Except as otherwise expressed in this Agreement,no remedy shall be exclusive but each shall be cumulative with all other remedies herein and at law or in equity. (c) It is expressly agreed,that,no breach of the provisions of this Agreement shall entitle any Party(s)to cancel,rescind or otherwise terminate this Agreement,but such limitation shall not effect,in any manner,any other rights or remedies which any Party(s)may have hereunder by reason of any breach of the provisions of this Agreement. 8. Cooperation.The Parties hereto will,at all times,fully cooperate with each other in connection with the matters contemplated hereby. 9. Notices.All notices and other communications required,permitted or desired to be given with respect to this Agreement shall be in writing and shall be deemed to have been given when delivered in person,mailed by U.S.mail,postage prepaid,or sent by recognized overnight air courier delivery, addressed as follows: Bob Evans: Ms.Teresa A.Ehmann 3776 South High Street Columbus,Ohio 43207 HTC: Mr.Bipin Patel 8350 Brook Road Richmond,VA 23227 Hollymead: Mr.Simon Stapleton 2019 Woodbrook Court Charlottesville,VA 22901 10. Development Transfer Rights and Agreement. The Parties agree that in the event that HTC does not construct the HTC Improvement and instead such improvements are constructed by Hollymead or Bob Evans,or their successors and/or assigns,that each Party will join in an agreement of similar nature and substance to this Agreement,without objection,which splits the cost of the HTC Improvements on Block Cl as contemplated herein. 11. Miscellaneous. (a) Each Party warrants to other Parties that it owns good and marketable title to its respective Lot free and clear from all liens or encumbrances,except the liens of their current mortgage lenders,the easements and restrictions of record as of the date hereof,and except as otherwise expressly set forth herein. 4 (b) This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and may be changed only by a written agreement signed by all Parties hereto. (c) This Agreement shall be governed by the laws of the Commonwealth of Virginia. (d) If any term,covenant or condition of this Agreement shall,to any extent,be determined by a court or arbitrator to be invalid or unenforceable,the remainder of this Agreement shall not be affected thereby and each remaining term,covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. (e) This Agreement may be signed in counterparts which,taken together,shall constitute an original. (f) In the event of litigation or other proceedings arising out of this Agreement,the prevailing Party(ies)shall,in addition to any other remedies available,be entitled to receive prompt reimbursement of its attorney's fees and legal expenses from the non-prevailing Party(ies). (g) Whenever a Party is requested to consent to or approve of any matter with respect to which its consent or approval is required by this Agreement,such consent or approval shall not be unreasonably withheld and,if given,shall be given in writing and shall be given within fifteen(15)days of request therefore,if the party to whom the request is directed does not refuse such consent or approval within such fifteen(15)day period,such consent or approval shall be deemed to have been given. (h) This Agreement may be amended,modified,superseded,cancelled,renewed or extended, and the terms and conditions hereof may be waived,only by a written instrument signed by the Parties, or,in the case of a waiver,by the party waiving compliance. (i) Terms that are defined herein shall be deemed to include all grammatical derivations of such term. (j) All obligations of the owner of Lot B to pay Bob Evans for site development work within Block Cl in the Development Agreement,dated February 24,2008,between Bob Evans and Hollymead, recorded in Deed Book 3167,page 685,in the Clerk's Office,Circuit Court,Albemarle County,Virginia are terminated and completely vacated upon completion of the HTC Improvements. (k) This Agreement shall run with the title to the Lots and this Agreement shall be binding on and inure to the benefit of the Parties and their successors and assigns. Counterpart signature pages immediately follow. 5 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement,effective as of the day and year first above written. BEF REIT INC. t BY: \`�-� - Q . ./�/YkQ/g/1t. Teresa A.Ehmann Assistant Secretary State of Ohio County of Franklin,to-wit: The foregoing agreement was acknowledged before me this 31"d day of December,2008, by Teresa A.Ehmann,Assistant Secre o BEF REIT,INC.,an Ohio Corporation. #. 4.,,...41 Notary Pu lie My commission expires:s/I /2o13 Registration No. 06,,,,,,4,,, I217` 5 a CHRISTOPHER M.DAB. 8* Yom_....r Notary Public,Slide 0t0 13 - MI,Con laaon BOW May 7,2013 I4,nm„ 6 LC HTC H0n.„Lrf BY: ' Amratlal R.Patel Member State of VI fq),.f 15 (� of , to-wit: The foregoing agreement was ac wledged before me this day of iltifi ase/, 2008,by Amratlal R.Patel on behalf of Ho 1, , V' : is Limited Liability Company. um.....•... No ary Public Q ‘Cr!(D 04' My commission expires10/Z1/Z°° 1 1<P, Nw4•.ti'9 s% Registration No. 36 7 L t.1 eff ti YpU'a 7 • HOLLYMEAD CORNER,LL BY: 7LG0-- !jam, Simon Stapleton Member State of Y trnl.vw C..,, of 41eA.44,4.,to-wit: The foregoing agreement was acknowledged before me this 3 day of 2008,by /e4.r/ on beh f Hollymead rner,LLC,a Virginia Limited Liability Company. �� Notary Public c.D.C N. My commission ex. ues:I°/31/Z-003 •• ... '9 Registration No. SL:7 2 Z-1 IL p i 36722' 0 'CRY POW 8 EXHIBIT"A" (Block Cl Designated Areas) "ARB Review Plan—Overall Layout Plan" 9 -D-ezl. -,o01 3`.6-1 1D3- —10-7 ' • 1i . .�: nse:s T. 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Ih ;i rill :� �° .�:�1: :boa 3r 'i'4 .` i Jf 6138 W .' .A.. :� ,.. . V . t i i g i g amu` E 1' ,,W` t t y _�',~ ; ' ) '"��6 311 1 :•4.S4',-.1. 4;-:46'''.7 9y'� �i< •4, A.'�t ,` .\ ,\, *� /',3 g 31 ,'ilaa 13.41111111 1 ` .Sr dt F ti sY / ,. 3 X q 1 81 '"°"`"'"FINAL ARB PLANS FOR Rsvlslyns "% , Dominion 31. 31 1131 1 tD 1ovn6ant E COMFORT SUITES AT HOLLYMEAD TOWNCENTER— — Y F� ? R..o n�, 3 E RIVANNA DISTRICT, ALBEMARLE COUNTY,VIRGINIA NF1 e I LANDSCAPE PIAN .i<"6a I_— I=mo Imo mow %. .,.�''. y._ ... 31w\31-410-Y6-12e. 6Y Q ""1 EXHIBIT"B" PROMISSORY NOTE DATE: CREDIT LINE AMOUNT:U.S.$100,000.00 FOR VALUE RECEIVED,the undersigned(whether one ore more,herein called the"Maker"), unconditionally(and jointly and severally,if more than one),promises to pay to the order of HTC HOTEL,LLC(the"Lender"),without offset,at 8350 Brook Road,Richmond,Virginia,23227,or at such other place as the holder of this Note may hereafter designate,the unpaid principal amount advanced pursuant to a certain"Development Agreement",hereinafter defined, and outstanding hereunder(the "Principal Amount Outstanding")whether advanced at one time or from time to time to me by the Lender,together with interest on the Principal Amount Outstanding from the date of each advance at the rate,and payable on the basis,set forth below. In no event shall the Principal Amount Outstanding ever exceed at any one time the sum of$100,000.00. 1. ADVANCEMENT OF PRINCIPAL: Lender shall advance all monies necessary for HTC Hotels,LLC,to complete the"HTC Improvements" as described in that certain Development Agreement(the"Development Agreement"),dated by and among BEF REIT,INC.,HOLLYMEAD CORNER,LLC,and HTC HOTEL,LLC,on my Lot ,Block Cl,in Hollymead Towncenter,Albemarle County,Virginia which I have agreed to be responsible for the cost of pursuant to the Development Agreement. 2. TIME: The indebtedness evidenced by this Note is due and payable in semi-annual interest only payments on the Principal Amount Outstanding to the Lender on l' of June and the 1°of December of each year until the indebtedness evidenced by this Note is paid in full. The Principal Amount Outstanding plus any unpaid interest accrued thereon shall be due and payable upon the occurrence of anyone of the following events: (i)the commencement of construction on the Maker's Lot ,Block Cl,in Hollymead Towncenter,or (ii) the sale or conveyance of Maker's Lot_,Block Cl,Hollymead Towncenter,or(iii)one year after written notice from the Lender of the completion of certain improvements in Block Cl by Lender as further described in a certain Development Agreement(the"Development Agreement"),dated by and among BEF REIT,INC,HOLLYMEAD CORNER,LLC,and HTC HOTEL,LLC. 3. INTEREST: Interest on the Principal Amount Outstanding under this Note shall accrue at the rate of eight percent (8%)per annum. 4. RIGHT OF ANTICIPATION: The Maker reserves the right to anticipate the payment hereof,in whole or in part,at any time or times, without penalty and with interest payable only on the amount of principal so anticipated to the date of such anticipation. 5. DEFAULT AND ACCELERATION: The happening of any of the following events shall constitute an event of default:(I)the failure to pay when due any installment or other payment described herein,whether of principal,interest,late charges or 10 otherwise;(2)the failure to perform,observe or comply with any of the terms,warranties,covenants, obligations or conditions contained in the Development Agreement or in any deed of trust,security agreement or any other instrument which may now or hereafter be executed for the purpose of securing this Note or any other obligation of any Party(as hereinafter defined)to the Lender;(3)the termination of,or occurrence of any other event affecting,the validity of this Note or the validity and priority of the deed of trust or other instrument securing this Note,whether as to advances outstanding or future advances hereunder;(4)the death,dissolution,merger,consolidation,or termination of existence of any Maker,or the death of any guarantor or endorser(any Maker and/or guarantor and/or endorsers,herein called"Party"or collectively"the Parties");(5)the inability of any Party to pay debts as they become due, or the insolvency of any Party,or the application for the appointment of a receiver or custodian for any Party or the property of any Party,or the entry of an order for relief or the filing of a petition by or against any Party under the provisions of any bankruptcy or insolvency law,or any assignment for the benefit of creditors by or against any Party;(6)the entry of a judgment in excess of$5,000.00 not covered by insurance against any Party or the issuance or service of any attachment,levy or garnishment against any Party or the property of any Party;(7)the failure of any Party to do all things necessary to preserve and maintain the value and collectability of any property or collateral securing this Note,including,but not limited to,the payment of taxes and premiums on policies of insurance on the due date without benefit of any grace period;(8)the failure of any Party to perform any obligation to the Lender hereunder or under the terms of any other obligation of any Party to the Lender. Upon the happening of any event of default,this Note shall,at the sole option of the Lender,become immediately due and payable without notice to or demand on any Party,subject to the condition that(i)in the event of a monetary default,such default has not been cured within seven(7)days after written notice thereof has been given to the Maker and(ii)in the event of a non-monetary default,such default has not been cured within thirty(30)days after written notice thereof has been given to the Maker. Thereupon, the Lender shall have the right,immediately and without notice to any Party or further action by it,to set- off against this Note,and all other liabilities of any Party owed to the Lender,all obligations for money or money's worth owed by the Lender in any capacity to any Party,whether or not due. The Maker and each Party,however,acknowledge that the foregoing enumerated events of default are merely examples of the types of occurrences that may cause the Lender to make a demand for payment. Upon the happening of any event of default and the exercise by the Lender of its option to declare this Note immediately due and payable,instead of interest accruing of the Principal Amount Outstanding at the above stated interest rate,interest shall accrue on the Principal Amount Outstanding at the interest rate then in effect,as provided above in this Note,plus four percent(4%). 6. COVENANTS AND CONDITIONS: In the event the Maker fails to fully pay any interest payment due hereunder or otherwise fails to repay this Note within ten(10)days after its due date,the Parties agree to pay the Lender on demand a late charge of five percent(5%)of the overdue payment The Parties individually and collectively hereby:waive presentment,demand,protest and notice of dishonor,and agree that this Note may be renewed one or more times and any extension or extensions of the time of payment of this Note may be made before,at,or after maturity for periods in excess of the original term of this Note by agreement with any one or more of the Parties without notice to and without releasing the liability of any other Party;agree that the Lender may adjust the interest rate payable on this Note or any renewal(s)or extension(s)thereof,by agreement with any one or more of the Parties,without notice to and without releasing the liability of any other Party;waive the benefit of all homestead and similar exemptions as to this Note;waive any right which they may have to require the Lender to proceed against any other Party or person or any property securing this Note and agree that their liability 11 hereunder shall not be affected or impaired by the release or discharge of any other Party from liability hereunder,the release or discharge of any collateral securing this Note or by any failure,neglect or omission of the Lender to exercise any remedies of set-off or otherwise that it may have or by any determination that any security interest or lien taken by the Lender to secure this Note is invalid or unperfected;hereby subordinate any and all rights against the Maker and any collateral for the payment of this Note,whether by subrogation,agreement or otherwise until this Note is paid,in full;agree to pay all costs and expenses incurred by the Lender in connection with the enforcement of this Note or any instrument securing this Note,and/or the collection of the indebtedness evidenced hereby or other sums required to be paid herein or by any instrument securing this Note,and/or the collection of any judgment rendered hereon,and/or the preservation or disposition of any property,or the priority of any instrument, securing the payment hereof,and/or the defense of any claim arising out of,or in any way related to,this Note or any deed of trust or security agreement or other instrument securing this Note or related to the making of the loan evidenced hereby,including,without limitation,reasonable attorneys'fees if this Note is placed in the hands of an attorney for collection,or if the Lender finds it desirable to secure the services or advice of an attorney with regard to collection hereof or the preservation or disposition of any property securing this Note;and waive the right to trial by jury in the event of litigation involving(i)the Lender and(ii)the Parties or any one or more of the Parties. Any failure by the Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other rights at any time. "Person"includes individuals,corporations,partnerships,and all other entities. The term"Lender"used herein shall include any future holder of this Note. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. If this Note is not dated when executed by the Maker,the Lender is hereby authorized,without notice to the Maker,to date this Note as of the date when any portion of the loan evidenced hereby is first advanced. Whenever possible each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Note shall be prohibited by or invalid under such law,such provision shall be ineffective to the extent of such prohibition or invalidity,without invalidating the remainder of such provision or the remaining provisions of this Note. This Note shall apply to and bind each Party's heirs,personal representatives,successors and assigns and shall inure to the benefit of the Lender,its successors and assigns. 7. COLLATERAL: This Note is secured by a certain deed of trust,dated of even date herewith,conveying certain real estate known as Lot Block Cl,Hollymead Town center,in Albemarle County,Virginia,to Trustees, which deed of trust is intended to be recorded forthwith in the Clerk's Office of the Circuit Court of the County of Albemarle,Virginia. IN WITNESS WHEREOF,this instrument has been executed by the undersigned on behalf of and with the duly authorized authority of the of the Maker. COMPANY NAME a By: Name: Title: 12 EXHIBIT"C" DEED OF TRUST Document prepared by: Kane&Jeffries,P.0 Attorney's at Law Tax Ref No. THIS ISA CREDIT LINE DEED OF TRUST which secures the repayment of indebtedness payable to the order of HTC Hotel,LLC.,who has an address to which any notice permitted to be given pursuant to the provisions of Section 55-58.2 of the Code of Virginia of 1950,as amended,may be mailed or delivered as follows:8350 Brook Road,Richmond,Virginia,23227. THIS CREDIT LINE DEED OF TRUST,dated the_ day of ,by and between , herein called the"Grantor"(which shall include all parties making this deed if more than one),to be indexed as grantor,and PATRICK D.CAROLLO,a resident of the Commonwealth of Virginia,whose business address is 7110 Forest Avenue,Suite 202,Richmond,Virginia 23226,and WILLIAM L.JEFFRIES,JR.,a resident of the Commonwealth of Virginia,whose business address is 7110 Forest Avenue,Suite 202, Richmond,Virginia 23226,herein called"Trustees",to be indexed as grantees; WITNESSETH: That the Grantor hereby grants and conveys,with general warranty of title,to the Trustees,the following property in Albemarle County,Virginia: See attached SCHEDULE A attached hereto and by this reference made a part hereof. TOGETHER WITH all and singular the buildings and improvements now or hereafter erected thereon,the rights and privileges,tenements,hereditaments, easements and appurtenances unto the said land belonging or anywise appertaining(all of which are declared to be a part of such real estate whether physically attached thereto or not); ALL of the above described property,whether real or personal,being hereinafter called "Property"; IN TRUST to secure the holder thereof the payment of all sums owing hereunder and under a certain Promissory Note(sometimes hereafter call the"Note")of even date herewith in the maximum principal sum of$100,000.00,made by the Grantor and payable to the order of HTC Hotels,LLC,at 8350 Brook Road,Richmond,Virginia,23227,or such other place as the holder may designate in writing,as follows: The entire indebtedness outstanding under the Note shall be due and payable upon the occurrence of anyone of the following events:(i)the commencement of construction on the Maker's Lot_,Block Cl, in Hollymead Towncenter,or(ii) the sale or conveyance of Maker's Lot_,Block Cl,Hollymead Towncenter,or(iii)one year after written notice from the Lender of the completion of certain 13 improvements in Block Cl by Lender as further described in a certain Development Agreement(the "Development Agreement"),dated ,by and among BEF REIT,INC,HOLLYMEAD CORNER,LLC,and HTC HOTEL,LLC. This deed of trust is also given to secure the reimbursement to the holder of said Note and to Trustees,and any purchaser or purchasers under any sale or sales as provided by this Trust,for any and all costs and expenses incurred in respect thereto,including,but not limited to, reasonable counsel fees incurred or paid on account of any litigation at law or in equity which may arise in respect to this Trust,or to indebtedness on the property heretofore mentioned,or in obtaining possession of the premises after any sale which may be made as hereinafter provided for. This deed is made under the provisions of Sections 55-59,and 55-59.1,55-59.2,55-59.3, 55-59.4 and 55-60 of the Code of Virginia and shall be construed to impose and confer upon the parties hereto and the beneficiary hereunder all of the duties,rights and obligations prescribed in said code sections and in short form provided in Sections 55-59 and/or 55-60,the following provisions: *Subject to call upon default. *Exemptions Waived. *Any Trustee may act. *Advertisement required: Three(3)times in a newspaper of general circulation in the City/County where the property is located. *Renewal or extension permitted. *Insurance Required The Grantor shall pay all costs incident to release of the lien of this Deed of Trust. No failure of the Trustees or the holder of the Note upon any occasion to exercise any option hereunder shall be deemed a waiver of the right to do so upon any other occasion. In the event of a foreclosure sale of the Property by or at the direction of the Trustee,the Trustee shall be entitled to receive from the proceeds of such sale reimbursement of all actual expenses incurred by such Trustee in such sale and a Trustee's commission equal to five percent (5%)of the gross proceeds of such sale. If the real estate is advertised for sale at foreclosure by reason of any act or default on the part of the Grantor but not sold pursuant to such advertisement,the Grantor shall pay to the Trustee(s)the actual expense incurred plus a reasonable commission for the Trustee's or Trustees'services,not to exceed five percent(5%)of the unpaid balance of the Note secured by this deed of trust. In the event of the resignation,death,incapacity,disability,removal or absence from the State of Virginia of any Trustee hereunder,or if for any other reason whatsoever and with or without cause,the holder of the Note deems it advisable that any Trustee hereunder be replaced, the holder of the Note may,by instrument executed and acknowledged and filed for recordation in the Office of the Clerk wherein this deed of trust is recorded,appoint one or more substitute 14 Trustees in the place of such Trustee,and such substitute Trustee or Trustees shall,together with any other Trustee hereunder whose status shall not have been so terminated,thereupon be vested with all the powers,rights and authority and duties vested in the Trustees hereunder. Pending such appointment,the remaining Trustee or Trustees hereunder shall be vested with all the powers,rights and authority and duties vested in the Trustees hereunder. If any lien upon the property hereby conveyed superior to or inferior to or on equal footing with the lien of this deed of trust be in default,then the entire debt hereby secured shall, at the option of the holder of the Note,become immediately due and payable. The holder of the Note is authorized,for the account of Grantor,to make any required payments under any lien prior to or inferior to or on equal footing with the lien of this deed of trust,or under this deed of trust,the nonpayment of which would constitute a default,including but not limited to principal,interest,taxes and fire insurance premiums. All sums so advanced shall accrue interest thereon at the same rate as the Note secured hereby from the date of the advancement to the date of repayment,unless payment of interest at such rate would be contrary to applicable law,in which event such amount shall bear interest at the highest rate permissible by applicable law,shall attach to and become part of the lien created hereunder,shall become payable at any time on demand therefore,and the failure to pay the same on demand shall,at the holder's option,constitute a default hereunder giving rise to all of the remedies herein provided in the event of other defaults. The Grantor further irrevocably assigns to the holder of the Note,as additional security, all leases and any rents,income and profits which may now or hereafter be due upon the Property,it being understood that if,by reason of default under any of the terms hereof,the holder of the Note collects said rents,such holder shall have the right of employing agents for that purpose and paying a percentage of the rents collected for such collection. And,the Grantor hereby appoints the holder of the Note as his/her/its attorney-in-fact to do all things which the Grantor might otherwise do with respect to the Property and leases thereon. So long as there is no default under the Note and this Deed of Trust,the Grantor shall remain in quiet use, possession and management of the Property and the enjoyment of the rents,income and profits therefrom. If Grantor,his heirs,administrators or assigns,shall directly or indirectly,by transfer, sale,or sale of stock or sale or transfer of a membership interest,partnership or beneficiary's interest,permit,do or suffer the assignment,transfer,or sale of the Property or any part thereof or any interest therein,the holder of the Note secured hereby may,at his sole option,declare all sums secured by this Deed of Trust to be immediately due and payable. In addition,the holder of the Note reserves the absolute option and right,among other things,to: (a) require the agreement by Grantor and Grantor's transferee to any terms and conditions that the holder of the Note may,in his sole discretion,deem necessary;(b) increase the rate of interest upon transfer; and(c) charge an assumption fee. NOTICE: THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE TERMS HEREOF BEING MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED(see paragraph immediately above). 15 • IN WITNESS WHEREOF,this instrument has been executed by the undersigned on behalf of and with the duly authorized authority of the of the Company. COMPANY NAME a By: Name: Title: State of City/County of ,to-wit: The foregoing Deed of Trust was acknowledged before me this day of ,by on behalf of Notary Public My commission expires: / / Registration No. RECORDED IN CLERKS OFFICE OF ALBEMARLE COUNTY ON December 06,2008 AT 2:34:38 PM $0.00 GRANTOR TAX PD AS REQUIRED BY VA CODE 858.1.802 STATE:$0.00 LOCAL: .00 ALBEMARLE COON VA M.SHIPP ERK 16 '`% Inc GENERAL NOTES: Line Table for LEGEND The land regulations listed/described herein are Utility Easements IS Iron Rod Set imposed pursuant to the Albemarle County Zoning IF Iron Rod Found Ordinance in effect this date, and are not restrictive Course Bearing Distance covenants running with the land and their appearance on this plot is not intended to impose them as such. Si N 41'55'03" W 243.50' 1. Source of title: DB 3098 PG 164 S2 N 41'07'27" W 178.11' 2. These parcels are not in a flood plain. S3 N 41'07'27" W 168.87' .3. These parcels ore zoned PD-MC, EC. ZMA 01-20 S4 N 04'01'27" W 42.30' 4. All property corners are monumented with iron rods 55 N 04'01'27" W 40.78' ��/� )1 /_ ./ unless noted otherwise. S6 N 20'55'37" E 73.03' ��" /!, // K/`ci'l 5. The minimum building setback is 30' from Route 29. S7 N 48'51'12" E 309.23' Designated Agent for emarle C4fnty Dote 6. The minimum parking setback is 10' from Route 29. S8 N 25'26'10" W 103.10' Board of Supervisors S9 N 48'26'15" E 377.58' STATEMENT OF TITLE FOR TMP 32-41D4 810 ' N 66'52' 3" E 103.46' STATEMENT OF TITLE FOR TMP 32-41D5 811 N 67'51'113" E 3..26' The land shown was obtained by BEF REIT INC., as S12 N 13'17'16"E 50.12' The land shown was obtained by Hollymead Corner LLC, recorded in D8 3165-197, and to the best of my os recorded in DB 3098-164, and to the best of my knowledge meets all the requirements regarding the knowledge meets oll the requirements regarding the platting of subdivisions. platting of subdivisions. OWNER'S APPROVAL FOR TMP 32-41D4 ..9;. OWNER'S APPROVAL FOR TMP 32-41D5 0 The division of the land described is with the free ', ,Lo, The division of the land described is with the free consent of and in accordance with the desires of the 4 J`' co, consent of and in accordance with the desires of the undersigned Towner tr , or proprietors. sAny be SITE G�°r. undersigned owner, trustees, or proprietors. Any potentialp reference to future potential development is to be deemed as theoretical only. All statements affixed to y ,`-' 'o..- deemed as theoretical only. All statements affixed to this plot are true and correct to the best of my ''° 0/;;? this plat are true and correct to the best of my knowledge. / . Po, knowledge/\\ l� ' k....43wi BEV"Reit. In\ ate Hollymeod Corner, LLC iTe* .i Dote it .:4 C776 South Hi h St. o c. O 809 Club Drive Dlumhu43207 0 Keswick, VA 22947 To wit: The�Z m fooegoing instrument was acknowledged before VICINTY MAP To wit: The.foregoing instrument was acxnnwle,lged befc:re me this 4 oy of �Q I ± f__ 2008. SCALE: 1"= 2000' me this' day of C<"1.y`1>c, 2008. ..11A...........11A......... Q C ivu2/V--^- L _mss',- +� �, My commision expires: 1�IO /� My commision expires:If\-4----1'.`f,_ Y iii TERESAA.E M . >..''or-- f NdlryPll6le,SYPdONo Y - M1 TABLE LINE TABLE Curve Radius Tangent Length Delta Chord Chord Bear. Course Bearing Distance C3 509.00' 0.06' 0.11' 0'00'46" 0.11' N 63'54'25" W L2 N 501316" E 69.00' C23 115.00' 37.03' 71.65' 35'41'59" 70.50' N 0215'49" W L5 N 50'13'16" E 102.50' C24 115.00' 19.93' 39.47' 19'39'55" 39.28' N 29'56'46" W L6 S 39'46'44" E 32.13' C25 . 17.00' 9.06' 16.65' 56'06'04" 15.99' N 11'43'42" W L7 N 39'46'44" W 63.84' C26 123.00' 29.24' 57.41' 26'44'40" 56.89' N 02'57'00" E C27 160.00' 30.62' 60.51' 21'40'11" 60.15' N 39'23'10" E C28 115.00' 22.01' 43.49' 21'40'11" 43.24' N 39'23'10" E US State Plane .- VA South Description Northing Easting SOC A 3934795.42'11500507.64 SGC B 3934584.15 11500325.43 SGC C 3934811.93 11500066.07 SGC D 3935049.01 11500294.12 y\` ,A1-TH O i w PLAT SHOWING BOUNDARY ADJUSTMENT FOR �s D .,-7 ?'." TAX MAP 32 PARCELS 41D4 & 41D5 ceeo,s ominion 2 r�TIMOTHY PAY MILLER�+ `e"1„ D •• Uc.No.2065 x LOTS A & B pz. evelopment s BLOCK Cl "' Resources LLC It HOLLYMEAD TOWNCENTER y.p \,. or 172 South Pantops Arne o y Charlottesville,VA 22911 LA � X4 RIO DISTRICT, ALBEMARLE COUNTY, VIRGINIA 4 T v 434.979.8121 fel SCALE: N/A SHEET 1 of 4 'e''):.;:: Pe�s 434.979.1681 9) FILE: 32-41D-C1-BA.DWG DATE: AUGUST 28, 2008 t S DDRVO,om REV• SEPTEMBER 23, 2008 IMP 32-41A TIKI, LLC TMP 32-41D1 DB 2483-139 I IMP 32-413 TIKI, LLC Zoned: Cl Post Office Land Trust I DB 2483-139 Use: Retail DB 2672-727 Zoned Cl DB 2125-333 I I Use: Vacant I DB 1661-116 i DB 1659-183 Plat Zoned: PD-MC . C3 o ti /,. /- L- 0.11' — — — ----) N .5 / 6v 6558 N78'33'05"F o ,o, �_ 41+' 18.89' IMP 32 41D3 Y a / \ „ \ i Open Space n /' N-, N50'13'16"F /�--- • / N28.3 ,, , - 21.70` i ~� / 18.89' „ L=57. 41' C28AREA SUMMARY L= 43.49' Parcel 41D4 1.31 Acres / .• 539'46'44"E Less Area X .. 0.18 Acres I Timberwood Blvd C25 / a 103.52' 9 esidue 1.13 Acres i Variable Width R/W L=16.65' e°� IMP 32 41D6 TMP 32-41D5 C24 �s 839'46'44"E L=39.47' S p • Lot C Lot B 129.63' //' Block Cl tw Block Cl N m�S 4872'38'W (Holl ead Corner, LLC `:-`2-=- Hotlymead Corner LLC. N 24.15' \ - DB 3098-164 TMP 32-4134 DB 3098 164 < w Lot A ---.'' on M AREA SUMMARY m Block Cl o ', Parcel 41D5 1.79 Acres C-3,...,,_ DBF3 65-197 1 ' , Plus Area X .... 0.18 Acres ,r, DB 3098-164 Existing 30'� Total 1.97 Acres Z I Access Easement Area X 33.50' f DB 2916-22___�--�, A Portion of L6 Existinggo Existing40' It Consingtru tion nd /i Parcel 41D4 �L°Easement e Construction and_/ �� DB 2678-425 , v, Access Easement Cross-Access Easement ; 0.18 Acres D8 2916-22 DB 2678-425 N39' f 0 4 AL.-A' ' L , 13 �6 1 oc-, o I 69.00' ti d .1._____17_,\________7____ - eS 125.00' E 95 97' S 174 21' ? N 39'46'44"W 345.18' ntrance Area, IF ;' Existing Building �' I Restriction Area Crossr Access Constuction and DB 2678-425 Easement I Existing 5' I I DB 2678-425 i Access Easement '\IN� DB 2916-22 ,; I� I TMP 32-43B II ' � Target Corporation i Exist. 71 --� i'i I Access 0 Zoned: PD-MC ��� -•�"/ DBs 26781 425 Use: Retail 0��4,41.......„, P L T H 0/.:11‘ \ ---" 6,,9O .o TIMOTHY RAY MILLER >t /6, 0 Lic. No. 2065 •o ' tio,P I m 4' , 110 1 �� \``qN0 SUR�-y / 100 0 100 200 300 PLAT SHOWING BOUNDARY ADJUSTMENT FOR e ■ ■ ■ ■ ■ iniimmil ¢0 D ■ ■ ■ ■ ■ �l.. TAX MAP 32 PARCELS 41 D4 & 41D5 ¢ �5 iii ominion �� LOTS A & B Se::: �¢�°,. SCALE: 1" = 100' Development Q,St BLOCK Cl mN Resources LLC HOLLYMEAD TOWNCENTER yp 172 South Pantope ornne `0 O." -O chanotrxs Ux,VA 22911 RIO DISTRICT, ALBEMARLE COUNTY, VIRGINIA q / 434.979.8121(pl �f�P� 434.979.1681 If! SCALE: 1""=100' SHEET 2 of 4 Pcts DOevA.com FILE: 32-41D-C1-BA.DWC DATE: AUGUST 28, 2008 i . -------------- ----- TMP 32-41A TIKI, LLC I TMP 32-41D1 DB 2483-139 i TMP 32-41D TlKI, LLC Zoned a Post Office Land Trust DB 2483-139 Use: Reti! DB 2672-727 Zoned C1 DB 2125-333 I Use: Vacant � DB 1661-116 i DB 1659-183 Plat • ZonedPD-MC i ) cC Existing 10'x20' __--- _ — o San. Sewer Easement . SU D8 2916-22 a0� �8- i / Existing 20' San. Sewer r n4}41D3 1 f rj -°1 / , �ti DB 21$�4Apace t d J;\ d �— —,./ / \, / Existing 20'--L 1 San. Sewer Timberwood Blvd Easement D8 2678-4151 i Variable Width R/W N TMP 32-41D6 TMP 32 41D5 Lot C Lot B / Block Cl Block Cl (Hollymead Corner, LLL" Hollymead Corner LLC. \ DB 3098-164 DB 3098-164 TMP 32-4134 - Block ot C1 Existing 10' \ \ `1 t--Existing 20' San. DEF DB 16Re51 1977 Water Easement . \ \.`:,'.1 - Sewer Easement DB 3098-164 08 2916-22 \ \ I li DB 2916-22 spry. S3 J L s2 -- ---- ----� Existing 20' a Water Easement Ti'(• -- 0 -0 • o DB 2916-22„ t.:>I of il L FI � d I r' Z�_ I -e I I I I. I I I Existing I l i I 20' Utility I I• iEasement I 08 2678-405 I I; TMP 32-43B I II 1 G1 Target Corporation �••�L--7 DB 2896-171 I I I ,�. (,. Zoned PD-MC .....40-0.,, I i Use: Retail �pl.IH pFIlk 1 �• L/ 111 A�4 1/10-c • ---'"-1---- 06, ,::) .q 0'TIMOTHY RAY MILLER'f-t ' 9'6' Lic. No. 2065 ''..i a” 4t6, 1 0 ;1 c'' ti la0 `c o '' �� `AND SUk`IE{ 100 0 100 200 300 Mir `�.1/ eetis Dominion i PLAT SHOWING BOUNDARY ADJUSTMENT FOR ,���° Development " = 100' TAX MAP 32 PARCELS 41D4 & 41D5 cs LOTS A & B "' Resources LLC BLOCK Cl "W 72 5 Pei Drive ',,,a:04 HOLL YMEA ChaAotteshll<,V^2291 D TO WNCENTER °o 434.979. 1(p) RIO DISTRICT, ALBEMARLE COUNTY, VIRGINIA @� 434.979.1641681 (F) c'cts ODRVA.rnm FILE: 32 41D-C1-BA.DWC DATE: AUGUST 28, 2008 ' L - - — — ------------- TMP 32-41A ----1 TIKI, LLC TMP 32-41D1 DB 2483-139 TMP 32-41D TIKI, LLC Zoned Cl Post Office Land Trust /IDB 2483-139 Use: Retail DB 2672-727 Zoned Cl DB 2125-333 I Use: Vacant DB 1661-116 DB 1659-183 Plat Zoned PD-MC - — — — — ) cC --.. .( / rn (1) ,. N 61'49'46"W ---------------- 86.71' _�"__ ° a. / TMP 32-41D3 I t7 c;