THIS CROSS ACCESS EASEMENT

Transcription

1 THIS CROSS ACCESS EASEMENT AND CONSTRUCTION, USE AND MAINTENANCE AGREEMENT (this Agreement ) is made as of this 23 day of January, 2004 by and among the following entities: M. CLIFTON MCCLURE AND ROBERT M~ CALLAGHAN, TRUSTEES OF THE ONE-NINTH LAND TRUST, S-V ASSOICATES, a Virginia general partnership,, UNITED LAND CORPORATION OF AMERICA, a Virginia corporation, M. CLIFTON MCCLURE AND ROBERT M. CALLAGHAN, TRUSTEES OF THE ATLANTIC LAND TRUST and M. CLIFTON MCCLURE AND ROBERT M. CALLAGHAN, TRUSTEES OF THE NYC LAND TRUST (collectively referred to as Wood ), the Grantor for the purposes of indexing, and HOLLYMEAD TOWN CENTER, LLC, a Delaware limited liability company, ( Hollymead ), the Grantee for the purposes of indexing (together collectively, Wood and Hollymead are referred to as the Owners ). RECITALS: R-1. Wood is the owner of certain real property (the Wood Property ) which is located in the Rivanna Magisterial District of Albemarle County, Virginia, and partially depicted as Tax Map 32 Parcel 44, Tax Map 32 Parcel 42C, Tax Map 32 Parcel 42A, Tax Map 32 Parcel 45, and Tax Map 46 Parcel 5 on plat of Rivanna Engineering & Surveying, PLC dated September 15, 2003, (the Plat ) which is attached hereto and made a part hereof as Exhibit A. R-2. Hollymead is the owner of certain adjacent real property (the Hollymead Property ) which property is located in the Rivanna Magisterial District of Albemarle County, Virginia, and more particularly described on Exhibit B attached hereto and made a part hereof. R-3. Hollymead and Wood intend to develop their properties under a coordinated plan of commercial development that will require the shared construction, use, and maintenance of various improvements by the Owners and their respective contractors, tenants, permittees and invitees. WITNESSETH NOW, THEREFORE, in consideration of the covenants herein contained and for the mutual benefit of all present and prospective owners of the benefited parcels, the Owners agree as follows: I. Construction, Maintenance and Use of Access Road A Owners Obligated to Construct Access Road A. Hollymead shall construct or cause to be constructed a portion of Access Road A ( Part I of Access Road A ), as defined in Section 1.2 below, in accordance with the requirements of Albemarle County, Virginia (the County ) and/or Virginia Department of Transportation ( VDOT ) and as required by the final Site Plan for the Hollymead Property as approved by the County. Hollymead shall also install the main water line in the right of way for Access Road A. Both Hollymead and Wood have the right to connect/hook-up to the aforesaid main water line, and the Owners hereby create, declare and

2 establish for the benefit of their respective parcels a perpetual easement for both Wood and Hollymead to use such main water line. Wood shall construct or cause to be constructed Part II of Access Road A and Part ifi of Access Road A, as defined in Sections 1.2 and 1.3A hereof and otherwise in accordance with the requirements of the County and/or VDOT. 1.2 Access Easement. Hollymead does hereby GRANT and CONVEY to Wood for the use and enjoyment of Wood, its tenants and other occupants, successors and assigns and their respective employees, agents, sublessees, licensees, contractors, permittees and invitees, a nonexclusive, perpetual easement and right-of-way for pedestrian and vehicular access, ingress and egress over and across that portion of Access Road A located on the Hollymead Property. Wood does hereby GRANT and CONVEY to Hollymead for the use and enjoyment of Hollymead, its tenants and other occupants, successors and assigns and their respective employees, agents, sublessees, licensees, contractors, permittees and invitees, a non-exclusive, perpetual easement and right-of-way for pedestrian and vehicular access, ingress and egress over and across that portion of Access Road A located on the Wood Property. Access Road A is also known as Towncenter Drive and is defined as a variable-width roadway approximately 90 feet in width connecting with U.S. Route 29 at its easternmost terminus and continuing westerly with its centerline through the Hollymead Property and the Wood Property to the western edge of the Hollymead Property, then continuing westward as a two-lane road within an approximately ninety (90) foot right-of-way to Ridge Road, also known as Meeting Street, through the Wood Property, as shown and designated on the Plat. Part I of Access Road A shall be that portion of Access Road A beginning at U.S. Route 29 and continuing to the westerly boundary of the Hollymead Property as shown on the Plat. Part II of Access Road A shall be that portion of Access Road A beginning at the westerly boundary of the Hollymead Property and continuing to Ridge Road. Part III of Access Road A shall be that portion of Access Road A extending from Ridge Road to Dickerson Road (Route 606) in accordance with the Proffers, as such term is defined below. The easements granted in this Section 1.2 shall terminate as to that portion of Access Road A located on the property of either Owner or both if and to the extent such roadway(s) is publicly dedicated and accepted by the County or the Virginia Department of Transportation ( VDOT ) Owners Obligated to Maintain. Subject to Section 1.3B below, once constructed as provided below, each Owner shall be responsible for illuminating (so long as lights are required on its property fronting on its portion of Access Road A) and maintaining its respective portion of Access Road A in good condition and repair until Access Road A is publicly dedicated and 2 accepted, and each Owner shall keep its respective portion of Access Road A clear of waste, debris, ice, snow and any obstruction to the unrestricted vehicular use of same, except such as may reasonably be required in connection w:ith performance of maintenance. It is the intent of Wood and Hollymead to dedicate to the County and/or VDOT for

3 public use and maintenance such portion or all of Access Road A as the County and/or VDOT are willing to accept. Until such public dedication is complete, the parties agree as follows: A. Construction. (i) Hollymead shall design, bond (as required by the applicable governmental authorities) and construct Part I of Access Road A as provided in Section 1.1 at its sole cost and expense. (ii) Wood shall design, bond (as required by the applicable governmental authorities) and construct, or cause to be constructed, Part II of Access Road A at Wood s sole cost and expense and in accordance with the requirements of VDOT and the County, as applicable, and sufficient to fully satisfy the requirements of the Proffers. Wood shall submit to VDOT and/or the County, as applicable, a full set of engineered plans for the design and construction of Part II of Access Road A (the Part II Road Plans ) not later than June 1, 2004 (the Part II Application Date ) and shall thereafter commence construction of Part H of Access Road A no later than thirty (30) days following approval of the Part II Road Plans by VDOT and/or the County, as applicable, (the Part II Construction Commencement Date ). Wood shall actively and diligently, in good faith, pursue the approval of the Part II Road Plans from VDOT and/or the County, as applicable, and thereafter actively and diligently, in good faith, complete the construction of Part II of Access Road A. If Wood does not complete and submit the Part II Road Plans to VDOT and/or the County, as applicable, for approval by the Part II Application Date or if, thereafter, Wood does not actively and diligently pursue approval of the Part II Road Plans, or if Wood does not commence construction of Part II of Access Road A on or before the Part II Construction Commencement Date then, and in any of such events, Hollymead shall have the right to perform such work and charge Wood for all costs incurred in accordance with Section 5.3 below. If Part II of Access Road A has not been fully completed and accepted by not later than sixty (60) days prior to the date that application is made for the first certificate of occupancy for improvements on the Hollymead Property (the Part II Bonding Date ), Wood shall, on or before such Part II Bonding Date, bond with VDOT or the County, as applicable, the costs of the remaining work necessary to complete the construction of Part II of Access Road A (in form and as determined by VDOT or the County, as applicable) (the Part II Bond ). If Wood shall fail to post the Part II Bond by the Part II Bonding Date and such failure continues thirty (30) days after such Part II Bonding Date, Hollymead shall have the right, at Wood s expense and on behalf of Wood, to post any such bonds for the uncompleted construction of Part II of Access Road A as shall be necessary to satisfy the requirements of the Proffers relating to Part II of Access Road A and as may be required by VDOT or the County, as applicable, so as not to impede or delay the issuance of any certificates of occupancy or other permits relating to the Hollymead Property. Any costs incurred by Hollymead in obtaining the Part II Bond shall be reimbursed by Wood to Hollymead within thirty (30) days after the sending of an invoice therefor. (iii) Part III of Access Road A. Wood, at its sole cost and expense, shall design, bond (as required by the applicable governmental authorities) and construct, or cause to be constructed, Part III of Access Road A pursuant to the terms and conditions of the Proffers made 3

4 to the County dated July 16, 2003 in connection with and as a condition to the rezoning of the Hollymead Property (ZMA ) to PD-MC [Planned Development-Mixed Commercial] (the Hollymead Rezoning ) and shown on the attached map entitled Future Roads dated July 15, 2003 attached hereto as Exhibit C and incorporated herein (the Proffers ) and otherwise as required by VDOT and/or the County, as applicable. Wood shall submit to VDOT and/or the County, as applicable, a full set of engineered plans for the design and construction of Part III of Access Road A (the Part III Road Plans ) not later than September 1, 2004 (the Part III Application Date ) and shall thereafter actively and diligently, in good faith, pursue the approval of the Part III Road Plans from VDOT and/or the County, as applicable. If Wood does not complete and submit the Part III Road Plans to VDOT and/or the County, as applicable, for approval by the Part Ill Application Date or if, thereafter, Wood does not actively and diligently pursue approval of the Part III Road Plans then, and in either of such events, Hollymead shall have the right to perform such work and charge Wood for the costs incurred in accordance with Section 5.3 below. If Part III of Access Road A has not been fully completed and accepted by not later than April 15, 2006 (the Part III Bonding Date ) Wood shall, on or before such Part III Bonding Date, bond with VDOT or the County the cost of the remaining work to complete the construction of Part III of Access Road A (the Part III Bond ). If Wood shall fail to post the Part III Bond by the Part III Bonding Date and such failure continues thirty (30) days after such Part III Bonding Date, Hollymead shall have the right, at Wood s expense and on behalf of Wood, to post any such bonds for the uncompleted construction of Part III of Access Road A as shall be necessary to satisfy the requirements of the Proffers relating to Part Ill of Access Road A and as may be required by VDOT or the County, as applicable, so as not to impede or delay the issuance of any certificates of occupancy or other permits relating to the Hollymead Property. Any costs incurred by Hollymead in obtaining the Part UI Bond shall be reimbursed by Wood to Hollymead within thirty (30) days after the sending of an invoice therefor. B. Maintenance. Beginning at such time as the first building on the Wood Property opens for business and, thereafter, until Part I of Access Road A is accepted by the County and/or VDOT for public dedication and maintenance, Wood shall pay to Hollymead thirty percent (30%) of the costs of maintaining and illuminating (so long as lights are required on its property fronting on Wood s portion of Access Road A) Part I of Access Road A. Within thirty (30) days after receipt of a bill from Hollymead, from time to time (but not more than once monthly), accompanied by invoices from vendors and/or other reasonable evidence of expenses incurred and evidence of payment of such expenses, Wood shall reimburse Hollymead thirty percent (30%) of all third party costs and expenses reasonably incurred and paid by Hollymead in illuminating and maintaining Part I of Access Road A in good condition and repair and clear of waste, debris, ice, snow and any obstruction to its unrestricted use, except as may reasonably be required in connection with performance of maintenance Damage to Access Road A. Any damage done to Part I of Access Road A or Part II of Access Road A by either Owner or its employees or contractors shall, within thirty (30) days after the occurrence of the damage, be repaired to a similar or better condition than before such damage by such Owner at fault at that Owner s sole expense. If the damage is not so repaired, the other Owner may proceed to repair the damage in accordance with the provisions of, arid shall have the rights provided in, Section 5.3. The cost of repairing any damage which is caused

5 4 by an act of God, wind, rainstorm, fire or flood shall be deemed to be a maintenance cost, and shall be repaired pursuant to the provisions of Section 1.3.B. II. Construction, Maintenance and Use of Ridge Road Wood Obligated to Construct Ridge Road. Wood shall design, bond (as required by the applicable governmental authorities) and construct Ridge Road, as defined in Section 2.2. at Wood s sole cost and expense and in accordance with the requirements of VDOT and the County, as applicable, and sufficient to fully satisfy the requirements of the Proffers pertaining to Ridge Road. Wood shall submit to VDOT and/or the County, as applicable, a full set of engineered plans for the design and construction of Ridge Road (the Ridge Road Plans ) not later than June 1, 2004 (the Ridge Road Application Date ) and shall thereafter commence construction of Ridge Road no later than thirty (30) days following approval of the Ridge Road Plans by VDOT and/or the County, as applicable, (the Ridge Road Construction Commencement Date ). Wood shall actively and diligently, in good faith, pursue the approval of the Ridge Road Plans from VDOT and/or the County, as applicable, and thereafter actively and diligently, in good faith, complete the construction of Ridge Road. If Wood does not complete and submit the Ridge Road Plans to VDOT and/or the County, as applicable, for approval by the Ridge Road Application Date or if, thereafter, Wood does not actively and diligently pursue approval of the Ridge Road Plans, or if Wood does not commence construction of Ridge Road on or before the Ridge Road Construction Commencement Date then, and in any of such events, Hollymead shall have the right to perform such work and charge Wood for all. of the costs incurred in accordance with Section 5.3 below. If Ridge Road has not been fully completed and accepted by no later than sixty (60) days prior to the date that application is made for the first certificate of occupancy for improvements on the Hollymead Property (the Ridge Road Bonding Date ), Wood shall, on or before such Ridge Road Bonding Date, bond with VDOT or the County, as applicable, the costs of the remaining work necessary to complete the construction of Ridge Road (in form and as determined by VDOT or the County, as applicable) [the Ridge Road Bond ] so as to satisfy the requirements of the Proffers relating to Ridge Road construction and so as not to impede or delay the issuance of any certificates of occupancy or other permits relating to the Hollymead Property. If Wood shall fail to post the Ridge Road Bond by the Ridge Road Bonding Date and such failure continues thirty (30) days after such Ridge Road Bonding Date, Hollymead shall have the right, at Wood s expense and on behalf of Wood, to post any such bonds for the uncompleted construction of Ridge Road as shall be necessary to satisfy the requirements of the Proffers relating to Ridge Road and as may be required by VDOT or the County, as applicable, so as not to impede or delay the issuance of any certificates of occupancy or other permits relating to the Hollymead Property. Any costs incurred by Hollymead in obtaining the Ridge Road Bond shall be reimbursed by Wood to Hollymead within thirty (30) days after the sending of an invoice therefor Access Easement. Wood does hereby GRANT and CONVEY to Hollymead for

6 the use and enjoyment of Hollymead, its successors and assigns, tenants and other occupants of the Hollymead Property and their respective employees, agents, subleases, licensees, contractors, permitees and invitees, a non-exclusive, perpetual easement and right-of-way for pedestrian and vehicular access, ingress and egress to, from and through its property over and upon the area shown and designated as Ridge Road on the Plat ( Ridge Road ) Wood Obligated to Maintain. Wood shall illuminate (so long as street lights are required on those portions of the Wood Property fronting on Ridge Road) and maintain Ridge Road and Part II of Access Road A, at its sole cost, in good condition and repair until Ridge Road and Part II of Access Road A, as the case may be, are publicly dedicated and accepted for public maintenance. Wood shall keep Ridge Road and Part II of Access Road A clear of waste, debris, ice, snow and any obstruction to the unrestricted vehicular use of Ridge Road and Part II of Access Road A, except such as may reasonably be required in connection with performance of maintenance. III. Access Road A Landscape Easement Landscape Easement. Wood does hereby GRANT and CONVEY to Hollymead, its successors and assigns, a perpetual easement for planting and landscaping, as determined by Hollymead and in compliance with County requirements, within an area fifteen (15) feet wide on the Wood Property running the entire length of Part I of Access Road A and bounded on the north by the curb line of said Part I of Access Road A, as shown on the Plat (the Landscape Easement Area ). The easement herein granted shall include the right of access to and the right to enter said Landscape Easement Area and portions of the Wood Property adjacent thereto for purposes of installing, planting and placing trees, shrubbery, ground cover and other landscape materials within the Landscape Easement Area and maintaining, mulching, replacing, trimming, cutting, removing, irrigating (including the installation and maintenance of an irrigation system) and watering the same (collectively, the Landscaping ). No buildings or other structures shall be placed by Wood within the Landscape Easement Area Maintenance of Landscaping. Hollymead, its successors and assigns, shall be solely responsible for the maintenance of the Landscaping until the first building on the Wood Property opens for business to the public, after which time Wood shall be solely responsible for the maintenance of the Landscaping. The Landscaping shall be maintained in good condition and in accordance with the requirements of the County and otherwise as required by the approved Final Site Plan for the Hollymead Property. IV. Construction, Maintenance and Use of Service Road 4.1. Construction of Service RoacL Hollymead shall construct or cause to be constructed, the roadway/driveway which runs behind, and provides service access to, Building B, which road is depicted on the Plat as Construction and Access Easement (the Service Road ). The Service Road shall run one lane (i.e. one-way) from Main Street to Access Road A as shown on the Plat, except that the entry/exit points off of Main Street and Access Road A

7 shall be two lanes. The Service Road shall be constructed in accordance with the requirements of the County as provided on the Final Site Plan for the Hollymead Property approved by the applicable governmental authorities. Wood shall have the right, subject to approval of all applicable governmental authorities, to add a second lane, at its sole cost and expense, to the Service Road, which lane shall be located solely on the Wood Property Access Easements. Wood does hereby GRANT and CONVEY to Hollymead for the use and enjoyment of Hollymead, its tenanits and their occupants, successors and assigns and 6 their respective employees, agents, sublessees, licensees, contractors, permittees and invitees, a non-exclusive, perpetual easement and right..of-way for pedestrian and vehicular access, ingress and egress over and across that portion of the Service Road located on the Wood Property. Hollymead does hereby GRANT and CONVEY to Wood, for the use and enjoyment of Wood, its tenants and the other occupants, successors and assigns and their respective employees, agents, sublessees, licensees, contractors, permitees and invitees, a non-exclusive easement and right-of-way for pedestrian and vehicular access, ingress, egress over and across that portion of the Service Road located on the Hollymead Property Obligation to Maintain. Hollymead shall be responsible for maintaining the Service Road on the Hoilymead Property, and Wood shall be responsible for maintaining the Service Road on the Wood Property, in good condition and repair and clear of waste, debris, ices and snow unless and until the Service Road is publicly dedicated and accepted, which dedication Hollymead shall have the right to effect at its sole option. Vehicular traffic flow on the Service Road located on the Hollymead Property shall be controlled by Hollymead, but access thereto by Wood shall not be barred, or unreasonably restricted. Vehicular traffic flow on the Service Road located on the Wood Property shall be controlled by Wood, but access thereto by Hollymead shall not be barred, or unreasonably restricted. V. General Terms Rezoning. Wood intends to obtain the approval of the County for a rezoning of the Wood Property to PD-MC [Planned Development-Mixed Commercial] or other zoning category (the Wood Rezoning ). If and when Wood files for the Wood Rezoning, Wood agrees that, as part of its proffered obligations relating to the Wood Rezoning, Wood will agree to dedicate, at no cost, the right of way for Part II of Access Road A and Part ifi of Access Road A (to the extent not previously dedicated) and to construct and complete Part H of Access Road A and Part Ill of Access Road A in a proffer identical to the proffered condition set forth in paragraph 3 of the Proffers for the Hollymead Property such that the proffered condition set forth in paragraph 3 of the Proffers can be removed as a proffered condition relating to the Hollymead Property Temporary Construction and Maintenance Easement. Wood does hereby GRANT and CONVEY for the use and enjoyment of Hollymead a temporary construction and

8 maintenance easement over Part I of Access Road A and Part II of Access Road A, Ridge Road and the Service Road and land immediately adjacent thereto, to permit Hollymead to construct and maintain the improvements described in this Agreement, including easements as necessary for the proper grading of the site, temporary erosion control measures, landscaping, and redirection of traffic, which easement shall remain in effect only until such construction and maintenance is completed unless further work is performed hereunder, in which event the temporary easements herein granted shall be reinstated during the pendency of such further work Default by Wood. If at any time Hollymead determines that Wood has failed to timely satisfy or fulfill its road design, plan submission, permit application, bonding or construction obligations under this Agreement, Hollymead shall prepare or cause to be prepared a detailed description of the obligation(s) not timely satisfied or fulfilled (the Required Work ) 7 and shall send written notice to the Wood including the Required Work description and receipts or other evidence of the cost incurred by Hoilymead therefor. If Wood fails to post any required bonds, submit any required plans, file any required application or initiate any other Required Work within thirty (30) days after receipt of such written notice, or fails thereafter to pursue the Required Work diligently to completion, Hollymead may immediately and without additional notice or cure period, cause the Required Work to be performed. Upon substantial completion of the Required Work, Hollymead shall forward to Wood written demand for payment in full along with receipts or other evidence of Hollymead s incurrence of the cost of performing the Required Work, less the share thereof, if any, that Hollymead would have otherwise been responsible for as provided herein, which amount shall be due and payable to Hollymead upon receipt Dedication by Wood. Wood hereby agrees, at no cost or other consideration to Hollymead or to the County, VDOT or any other governmental authority or person or party, to dedicate as soon as reasonably practicable (and in any case not later than called for in the Post Closing Obligations and Escrow Agreement executed herewith) those portions of the Wood Property within the rights-of-way for Part I of Access Road A, Part II of Access Road A, Part III of Access Road A and Ridge Road as, and when required, by the applicable governmental authorities, so as not to delay or otherwise impair the ability of Hollymead to obtain all approvals and permits including, without limitation, building permits and occupancy permits for the improvements contemplated for the Hollymead Property. If, and to the extent, Wood delays, or fails to satisfy its obligations under this Section 5.4, Wood hereby irrevocably appoints Hollymead as its attorney-in-fact to execute such deeds, plats or other similar documents necessary and required in order to satisfy the dedications contemplated by this Section 5.4 of this Agreement, VI. Miscellaneous No Parking Permitted. The easements and rights of way herein granted expressly exclude any easement or license for parking on the property of the other Owner. Each Owner reserves to itself and its respective successors and assigns the right to park and permit parking on its respective property. Absent an express agreement to the contrary, parking on the Owners

9 respective properties shall be reserved for the sole benefit of the respective Owners, their heirs, administrators, personal representative, tenants, successors and assigns, and their respective employees, agents, sublessees, licensees, contractors, permittees and invitees Estopi,el Certificates. Within fifteen (15) days after written request by any party hereto, the other party(ies) shall furnish to said requesting party and/or any mortgagee or purchaser of said requesting party an estoppel certificate stating that (i) this Agreement is in full force and effect and has 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 this Agreement (or if a default so exists, stating the nature of such default) and (iii) other matters concerning the status of this Agreement or the obligations of the parties hereunder as shall be reasonably requested 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 Attorneys Fees. In the event of a default hereunder by either party, the defaulting party shall pay all reasonable attorneys fees and costs incurred by the other party in enforcing the terms of this Agreement Modification. This Agreement shall npt 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 Agreement Notices. All invoices and notices required hereunder shall be mailed to the appropriate party as required hereunder by certified mail, postage prepaid, return receipt requested or by recognized courier service such as Federal Express (FedEx) or United Parcel Service (UPS), with delivery accepted, to the address reflected below, or at such other address as such party may designate, in writing, to the other party: If to Wood: and M. Clifton McClure & Robert M. Callaghan, Trustees of the One-Ninth Land Trust; M. Clifton McClure and Robert M. Callaghan, Trustees of the NYC Land Trust Attention: Wendell Wood Post Office l3ox 1333 Charlottesville, Virginia 22902

10 If to Hollymead: Hollymead Town Center, LLC c/o Regency Realty Group, LLC Attention: Taylor Chess 8618 Westwood Center Drive - Suite 300 Vienna, Virginia Recordation. This Agreement shall be recorded at 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 Section, this Agreement shall be binding upon Wood 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, Wood hereby agrees that, during the period in which Hollymead shall retain title to at least ten (10) acres of the Hollymead Property, Wood 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 Wood shall retain title to at least ten (10) acres of the Wood Property, the grantee or other transferee (and its successors and assigns) of any conveyance or other transfer of the Wood Property shall not be liable under this Agreement for either the 9 performance by Wood of the maintenance and construction obligations hereunder or the payment by Wood of any sums due hereunder (together, the Wood Obligations ); instead, Hollymead hereby agrees that, during the period in which Wood shall retain title to at least ten (10) acres of the Wood Property, Hollymead shall look solely to Wood for the payment and performance of the Wood Obligations and not to any grantee or other transferee of any portion of the Wood 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, Target and its successors and assigns shall have no liability under this Agreement for payment or performance of the Hollymead Obligations; Wood 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 Section), excluding the portion thereof conveyed to Target, for payment and performance of the Hollymead Obligations. Upon the occurrence of a sale or other transfer by Hollymead of all or a portion of the Hollymead Property, after which sale or other transfer the residue of such Hollymead Property retained by Hollymead shall be less

11 than ten (10) acres (the Hollymead Triggering Transfer ), liability for the performance and payment of the Hollymead Obligations thereafter shall be binding upon, and run with, ownership of the portion or portions of the Hollymead Property so transferred or conveyed pursuant to such 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 sale or other transfer by Wood of all or a portion of the Wood Property, after which sale or other transfer the residue of such Wood Property retained by Wood shall be less than ten (10) acres (the Wood Triggering Transfer ), liability for the performance and payment of the Wood Obligations thereafter shall be binding upon, and run with, the portion or portions of the Wood Property so transferred or conveyed pursuant to such Wood Triggering Transfer as well as ownership of any portion or portions of the Wood Property then retained by Wood Successors and Assigns. Subject to the provisions of Section 6.7 above, the terms and provisions of this Agreement are deemed to be covenants running with the land that are 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. Upon any transfer or conveyance of all or a portion of the Hollymead Property or the Wood 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, provided nothing herein shall limit, diminish, extinguish or otherwise affect the provisions of Section 6.13 below; provided further that nothing herein shall extinguish the easements created herein and intending to run with the land. 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 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 10 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 may be Counterpar~. 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 fully executed instrument Time of the Essence. Time is of the essence for this Agreement and for each term, condition and covenant herein Choice of Law. This Agreement shall be governed by and construed in

12 accordance to the laws of the Commonwealth of Virginia Joinder of Wendell W. Wood. _Wendell W. Wood, by his signature hereto, hereby agrees to be jointly and severally liable with Wood for the payment and performance obligations set out in Sections 1.1, 1.3 A (ii), 1.3 A (iii), 2.1, 5.3 and 5.4 of this Agreement Further Easements. The parties hereto agree to make modifications to this Agreement as may be required by the County or VDOT in connection with, or as a condition of, public dedication or acceptance of any of the easements or improvements provided for hereunder, and/or to execute such further or other assurances or easements for dedication and acceptance of such easements or improvements provided for hereunder as may be required by the County and/or VDOT Default Remedies. In the event of any default or breach of this Agreement, the non-defaulting party(ies) shall have and hereby retain all rights and remedies available at law or in equity to enforce this Agreement and/or to recover damages on account of or resulting from such default or breach, and mention in this Agreement of any particular remedy (such as, without limitation, self-help) shall not preclude the non-defaulting party(ies) from pursuing any and all other rights and remedies available at law o:r in equity; it being expressly intended and agreed that no remedies shall be sole and exclusive and that all remedies shall be cumulative. Without limiting the generality of the foregoing, the non-defaulting party(ies) shall have, and is hereby granted, the right of injunctive relief to enjoin any breach or violation, or threatened breach or violation, of this Agreement and the right to bring an action for specific performance to enforce this Agreement and performance of the parties hereunder. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]