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HomeMy WebLinkAbout15-17 Deed1"70011689 Consideration: $330,000.00 Assessed Value: $210,300.00 Tax Map Number: 64-A-1 F THIS DEED of BARGAIN AND SALE made this 31St day of October, 2017, by TITANS INC., a Virginia corporation (also known of record as TITANS CORPORATIOas Grantor, and TRINITY EXPRESS DEVELOPMENT LLC, a North Carolina limited liability company, as Grantee whose mailing address is 651 Bonum Road, Clover, SC 29710. WITNESSETH: That for and in consideration of the sum of TEN DOLLARS ($10.00) cash in hand paid by the Grantee unto the Grantor, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor hereby grants and conveys with SPECIAL WARRANTY OF TITLE, unto the Grantee, the following described properties, to wit: Prepared by: Susan B. Tarley Esq. VSB# 28896 Tarley Robinson PLC 4808 Courthouse Street, Suite 102 Williamsburg, VA 23188 See Attached Exhibit "A" Title Underwriter: Fidelity National Title Insurance Return to: Scully & Glass 20 South Kent Street Winchester, VA 22601 WITNESS the following signature and seal: TITANS INC., a Virginia corporation STATE OF Virginia COUNTY OF James City, to -wit: (Seal) The foregoing Deed was acknowledged before me by Nicholas Florakis, President of Titans, Inc., a Virginia corporation this (S' day of N /", , 2017. My Clommission Expires: ,``�e��rvrvnnnrr� G,.Lo, �Sg NOTARY FAQ? `1c pusuc N1`f 60wA4SSION ' ORES R ��_ 12J31p r'�ei urvv vr.v.: Y,3� , 4 fET fea 1r2-47iLt1 S 1) Notary Public Exhibit "A" All that certain lot or parcel of land together with all improvements thereon located and being in the County of Frederick, Virginia and being more particularly described as follows: Property of Titans Corporation, a Virginia corporation, rai4 Qf- +jehestar, Shawnee Magisterial District, Frederick County, Virginia dated April 11, 2001 and recorded May 3, 2001 as Instrument No. 010005118 among the land records of Frederick County, Virginia. And being further described as follows: Beginning at an iron rod found in the southwestern most corner of the tract herein described said point being on the westerly variable width right-of-way line of Font Royal Pike - U. S. Route 9522 and the easternmost corner of Interstate Properties Limited Partnership; thence departing U. S. Route 4522 and running with Interstate Properties Limited Partnership, N 43 deg. 48'29"W 200.07 feet to a point, said point being on the easterly property line of Cracker Barrel Old Country Store; thence departing Interstate Properties Limited Partnership, and running with Cracker Barrel Old Country Store, N 46 deg. 11' 38" E 131.56 feet to an iron road set, said point being the northwestern most corner to Alma Garber Biggs and James A. Biggs; thence departing Cracker Barrel Old Country Store and running with Biggs, S 43 deg. 48'29" E 200.07 feet to a concrete VDH monument found said point being on the aforementioned westerly variable with right-of-way line of U. S. Route #522; thence departing Biggs and running with U.S. Route #522, S 46 deg. 11' 38W 131.56 feet to the point of beginning and containing 26,321 square feet of land more or less. )\-S" r'ct ViKUINIA: Fh'DERICK COUNTY.SCi. This instrument of writing was produced to me on -/I- W — 17 at 1 � , D () Ane\ and with certificate acknowledgement thereto annexed was admitted to record. Tax imposed by Sec. 58.1-802 of $ 330 Dg, and 58.1-801 have been paid, if assessable. " , Clerk Receipt: 17000022472 COURT ADDRESS: 5 NORTH KENT STREET WINCHESTER, VA 22601 PHONE #:540-667-5770 DATE: 11/08/2017 TIME: 11:29:18 RECEIPT #: 17000022472 TRANSACTION # : 17110800034 CASHIER: KJS REGISTER # : B114 INSTRUMENT: 170011689 BOOK: GRANTOR: TITANS INC GRANTEE: TRINITY EXPRESS DEVELOPMENT LLC RECEIVED OF: SCULLY & GLASS . ADDRESS: 651 BONUM RD CLOVER, SC 29710 DATE OF DEED: 10/31/2017 MULTI: $1,473.00 DESCRIPTION 1 : SH DIST 2: PARCEL OF LAND CONSIDERATION : $330,000.00 ANAL: $210,300.00 JS C1NL! } 1�MAPR� OFFICIAL RECEIPT FREDERICK CIRCUIT COURT DEED RECEIPT PAGE CASE # : 069CLR170011689 FILING TYPE: DBS RECORDED: 11/08/2017 EX: N EX: N PAGES: 003 MAP: 64-A-1 F Page 1 of 1 PAYMENT : FULL PAYMENT AT: 11:28 LOC : CO PCT : 100% OP:0 NAMES: 0 PIN : PAYOR'S COPY CLERK OF COURT: REBECCA P. HOGAN TENDERED : $ 1,473.00 AMOUNT PAID: $ 1,473.00 J' RECEIPT COPY 1 OF 2 170®11687 Prepared by and return to: Tax Map Numbers; Susan B. Tarley, Esquire 64-A-2 VSB #28896 64 -A -IF Tarley Robinson, PLC 4808 Courthouse Street, Suite 102 Williamsburg, VA 23188 DEED OF INGRESS/EGRESS EASEMENT FOR TAX MA." NUMBER 64-A-2 This Deed of Ingress/Egress Easement ("Agreement") is hereby made as of the 17th day of April, 2017 by and between the 051 LENNOX, LLC, a California limited liability company ("Grantor"), and TITANS INC., a Virginia corporation having an address of 12800 The Glebe Lane, Charles City, VA 23030 ("Grantee"). RECITALS: A. Grantor is the owner in fee of certain real property with a Tax Map Number of 64- A-2 located in Winchester, Virginia and being more particularly described on the legal description attached hereto as Exhibit "A" and incorporated by reference (the "Grantor Parcel"), B. Grantee is the owner in fee of certain real property with a Tax Map Number of 64 -A -IF located in Winchester, Virginia and being more particularly described on the legal description attached hereto as Exhibit `B" and incorporated by reference (the "Grantee Parcel"). C. Grantor desires to grant to Grantee a perpetual, non-exclusive easement of ingress and egress over the Grantor Parcel for vehicular access to the Grantee Parcel on the terms and conditions contained herein. D. Grantor further desires to grant to Grantee a perpetual, non-exclusive easement for the location, construction and maintenance of a right in/right out entrance which is partially located on the Grantor's Parcel. NOW, THEREFORE, in consideration of the covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Grant of Easement. a Ingess/E¢ress Easement. Grantor hereby grants and conveys unto Grantee, and its successors and assigns, a perpetual, non-exclusive easement of ingress and egress over the drive aisles of the Grantor Parcel, located on the northeast side of the building located on the Grantor Parcel shown as the cross -hatched area on the attached Exhibit C (the "Ingress/Egress Easement") for vehicular ingress and egress from Travelodge Drive to the Grantee Parcel with continued use by Grantor for the —a W Q7 O CO --J benefit of Grantor's Parcel. b. Right in/riRht out Entrance. Grantor hereby grants and conveys unto Grantee, and its successors and assigns, a perpetual, non-exclusive easement of ingress and egress over a portion of the Grantor Parcel as shown on the attached Exhibit C for the location, construction and maintenance of a right in/right out (the "Right in/right out Entrance") for vehicular ingress and egress from Front Royal Pike to the Grantee and Grantor Parcels. The terms and provisions of the Right in/right out Entrance are set forth in a Deed of Ingress/Egress Easement for 168 Royal Pike to be recorded simultaneously herewith, and such terms and provisions are incorporated herein by reference and made a part hereof. 2. Use of Ingress/Euess Easement. The Ingress/Egress Easement shall be used by Grantee for access purposes, including but not limited to the passage of vehicles to and from the Grantee Parcel from Travelodge Drive. Vehicles shall include standard passenger vehicles, pickup trucks, panel van, and medium sized service trucks. Use of the Ingress/Egress Easement by large and oversize construction vehicles, dump trucks, flatbed or semi -trailer trucks, and heavy equipment or to transport heavy materials or construction equipment is not permitted. No barriers, fences or other obstructions shall be erected or maintained upon the Ingress/Egress Easement that prevent or obstruct vehicular or pedestrian traffic thereon, except for temporary barriers or obstructions reasonably required in connection with the maintenance, replacement or repair of the paved area constituting the Ingress/Egress Easement. The grant herein does not give the Grantee any rights to use the parking areas of the Grantor. 3. Conditions. The Ingress/Egress easement granted herein is conditioned upon the Grantee completing work to make the curb -cuts at the western and southern corners of Grantor's parking lot as shown on Exhibit C (the "Curb -Cut Work"). The Curb -Cut Work shall be at the sole cost and expense of the Grantee. The Curb -Cut Work shall be performed and completed by a Virginia licensed and insured contractor. Prior to starting the Curb -Cut work, Grantee shall submit its plans, the name, address and license number of its contractor, and a copy of the contractor's liability and workers compensation insurance for Grantor's approval. Grantor shall respond to Grantee within fifteen (15) days of receiving Grantee's plans and required documentation. The Curb -Cut Work shall be performed and completed (i) within ten (10) days of the start of work; (ii) in a workmanlike manner so as to pass without objection in the trade; (iii) in a manner not to interfere with Grantor's and Grantor's tenants use of Grantor's property, including, without limitation, not interfering or infringing with the Grantor's tenant's parking spaces or use of the trash dumpster; and (iv) in compliance with all state and federal laws, and applicable building codes, ordinances or regulations. Grantee shall not permit any mechanics' or materialpersons' lien to be filed against the Grantor's property and indemnifies and holds Grantor harmless from any claim, demand, action, damages, lien or judgment related in any way to the work performed under this paragraph. In the event that the paved parking areas or drive aisles on Grantor's property are damaged during the Curb -Cut Work, the Grantee shall repair and/or replace any paved area to restore it to the condition it was prior to the Curb -Cut Work. 4. Grantor's Retained Rights. Grantor shall retain the right to use the Ingress/Egress —n O CO CO Easement for all purposes, including but not limited to ingress and egress to the Grantor Parcel, as a drive aisle for the parking of Grantor's tenants, guests, or successors or assigns, for the maintenance, inspection, repair and replacement at any time and from time to time of the Ingress/Egress Easement Grantor's use and ownership of the Ingress/Egress Easement is not altered, changed or modified by this Agreement. Grantor shall have the right to grant easement or other rights in the Ingress/Egress Easement to other parties in its sole discretion. so long as such grant shall not materially interfere with the easement rights granted herein to Grantee or with the functioning of the Ingress/Egress Easement. Grantor shall have the right to reconfigure, modify and relocate the paved areas surrounding the Ingress/Egress Easement and the Ingress/Egress Easement from time to time so long as Grantor grants to Grantee a replacement easement with all of the same rights set forth herein if necessary for Grantee to continue to have such rights. 5. Maintenance, Repair and Replacement. The Grantor shall maintain the Ingress/Egress Easement and perform repairs and replacements to maintain the Ingress/Egress Easement in a good and safe condition in accordance with the standards set forth herein. The terms "maintenance" and "repair" may include, without limitation, repairing the road surface, clearing obstructions, grading, scraping, re -surfacing, and repaving the Ingress/Egress Easement as necessary, cleaning or recutting ditches or swales for related drainage as necessary, removing snow, unplugging or opening culverts or drainpipes, and performing any and all other necessary work required to maintain the Ingress/Egress Easement in a condition that will allow for reasonable and safe access of standard passenger vehicles. If the Grantor determines that signage, striping, or other work is required to keep the Ingress/Egress Easement in a good and safe condition, such work shall be included in maintenance and repair with the costs to be allocated as set forth in Paragraph 6 below. 6. Allocation of Costs and Expenses for Maintenance Repair and Replacement Grantor and Grantee agree that the costs and expenses of maintenance, repair and replacement of the Ingress/Egress Easement shall be shared between the parties. Grantor shall maintain the Ingress/Egress Easement as set forth herein and shall make all repairs and replacements thereof in accordance with this Agreement. a. Repaving and Emergency Repairs. (i) Notwithstanding any other provision in this Agreement to the contrary, any repaving or resurfacing of the Ingress/Egress Easement (the "Repaving Work") shall be undertaken from time to time as Grantor deems appropriate in its reasonable discretion. The cost of the Repaving Work shall not be part of the Annual Maintenance (described below) and shall be incurred by Grantor in its reasonable discretion (the "Repaving Costs"), The Repaving Costs allocated to the Ingress/Egress Easement shall be based on the actual linear square footage that the Ingress/Egress Easement bears to the total area being repaved. The Repaving Costs shall be paid fifty percent (50%) by Grantee and fifty percent (50%) by Grantor. Grantor shall notify the Grantee thirty (30) days prior to the start of any Repaving Work and shall provide Grantee with an estimate of the Repaving Costs. Upon completion of the Repaving Work, Grantor or its tenant shall present Grantee with an invoice for the Grantee's share of the Q OD l.© Repaving Costs, itemizing the Repaving Work in reasonable detail, together with copies of third parry invoices and other documentation evidencing the Repaving Costs. Grantee shall pay each such invoice within thirty (30) days from receipt of the invoice. (ii) In the event that any emergency repairs to the Ingress/Egress Easement are required (the "Emergency Work"), as determined by Grantor in its reasonable discretion, Grantor shall perform the Emergency Work and Grantor and Grantee agree that any costs of the Emergency Work which are not included within the Annual Maintenance shall be paid fifty percent (50%) by Grantee and fifty percent (50%) by Grantor. The Emergency Work allocated to the Ingress/Egress Easement shall be based on the actual linear square footage that the Ingress/Egress Easement bears to the total area that requires the Emergency Work. Grantor or its tenant shall present Grantee with an invoice for Grantee's share of the cost of the Emergency Work, itemizing the Emergency Work in reasonable detail, together with copies of third party invoices and other documentation evidencing the costs incurred. Grantee shall pay each such invoice within thirty (30) days from receipt of the invoice. b. Payment of Regular Maintenance Costs. The repairs and maintenance of the Ingress/Egress Easement, including without limitation, repairing the road surface, clearing obstructions, sealing, painting, cleaning or recutting ditches or swales for related drainage as necessary, removing snow, unplugging or opening culverts or drainpipes, and performing any and all other necessary work required to maintain the Ingress/Egress Easement in a condition that will allow for reasonable and safe access of standard passenger vehicles (the "Regular Maintenance") shall be the responsibility of the Grantor. The expenses and costs for the Regular Maintenance shall be based on the actual linear square footage the Ingress/Egress Easement bears to the total area included in the Regular Maintenance (the "Regular Maintenance Costs"). The Regular Maintenance Costs shall be paid fifty percent (50%) by Grantee and fifty percent (50%) by Grantor. Grantor or its tenant shall present Grantee with an invoice for Grantee's share of the Regular Maintenance Costs itemizing the Work in reasonable detail, together with copies of third parry invoices and other documentation evidencing the costs incurred as they occur but no more than quarterly. Grantee shall pay each such invoice within thirty (30) days from receipt of an invoice from Grantor or its tenant. c. Responsibility for Damages to In regi ss/Egless Easement. In the event that Grantee or Grantee's guests, invitees, employees, agents, successor or assigns cause damage to the Ingress/Egress Easement other than ordinary wear and tear, the Grantee shall be exclusively responsible for all costs and expenses required to repair or replace such damage, and shall pay such invoice within thirty (30) days of receipt. 7. Signage. Grantor and Grantee agree that neither party shall erect, install or place any type of signage within thirty feet (30') of the centerline of the Right in/right out Entrance. 8. Liability Insurance. The Grantee shall maintain a policy of general liability insurance ("Liability Insurance") with policy coverage of $2,000,000 for single occurrence and combined liability limits of $5,000,000 in force at all times, insuring all activities, conditions, operation and usage of Grantor's property which is burdened by the easement pursuant to this Agreement. Such r-� cJ CD �,O tD Liability Insurance shall be issued by insurance companies with a reliable general policyholder's rating and financial rating and qualified to do business in Virginia. Each party shall, upon request of the other party, provide evidence to the Grantor of Liability Insurance coverage in accordance with this section. 9. Indemnification. To the extent not covered by the Liability Insurance required above, Grantee shall defend, indemnify and hold the Grantor harmless from and against any and all loss, cost, expense, claims, damages, suits, litigation or liability (including but not limited to reasonable attorneys' fees) (together "Claims") to the Grantee, its guests, invitees, employees, agents, successors or assigns resulting from their use of the Ingress/Egress Easement. 10. Easement Agreement Runs With the Land. The Easement and covenants contained herein shall run with the Grantee Parcel and shall burden the Grantor Parcel and shall be binding upon and inure to the benefit of the respective successors and assigns of Grantor and Grantee. 11. Mortgagee Protection. No breach of the covenants, conditions or restrictions in this Agreement shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith for value, but all of said covenants, conditions and restrictions shall be binding upon and effective against the person or entity whose title is derived through foreclosure or trustee's sale or otherwise. 12. Grantor, Grantee. As used herein, the term "Grantee" shall mean the Grantee named above and each and every heir, successor or assign of said Grantee during the time any such party is the owner of all or any portion of the Grantee Parcel. As used herein, the term "Grantor" shall mean the Grantor named and each and every heir, successor or assign during such time any such party is the owner of fee title to all or any portion of the Grantor Parcel. 13. Notices. All notices delivered hereunder shall be delivered by a method which provides a record of receipt such as certified mail with return receipt requested, nationally recognized overnight courier or local courier and shall be effective upon receipt by the party receiving such notice as evidenced by such record of receipt and delivered to each party at the addresses set forth above or at any changed address as delivered by written notice from one party to the other. Notice shall be addressed as follows: To Grantor: 6851 Lennox, LLC Attention: George Moss 6345 Balboa Boulevard, Suite 310 Encino, CA 91316 With a copy to: Richard F. Moss, Esquire 6345 Balboa Boulevard, Suite 310 Encino, CA 91316 (which shall not constitute notice). To Grantee: Titans, Inc. 12800 The Glebe Lane Charles City, VA 23030 Attention: Nicholas Florakis With a copy to: John Tarley, Jr., Esquire Tarley Robinson, PLC 4808 Courthouse Street, Suite 102 Williamsburg, VA 23188 (which shall not constitute notice). With a copy to: Day Pop, Inc. 1401 Doug Baker Blvd., Suite 107-135 Shoal Creek, AL 35242 (which shall constitute notice at the time Day Pop, Inc. becomes the successor owner to Titans, Inc.) 14. Defaults. In the event either party defaults in any of its obligations hereunder, the defaulting party shall have ten (10) days after receipt of written notice of such default to cure any monetary default of the defaulting party hereunder and shall have thirty (30) days after receipt of written notice of such default to cure any non -monetary default of the defaulting party hereunder. After the expiration of such period, the non -defaulting party shall have all rights in law or equity. Monetary defaults shall bear interest at twelve percent (12%) per annum from the date of default. The non -defaulting party shall be entitled to recover its attorneys' fees, costs incurred, and any court cost incurred in enforcing this Agreement. In addition to all other rights and remedies, the Grantor shall have the right to file a Memorandum of Lien against Grantee's property for any monetary default which shall include the principal, interest, incurred attorney fees, and all costs related to the lien filing, The Memorandum of Lien shall include the Grantee's name, a short legal description of the property and the amount due. Prior to filing a Memorandum of Lien, the Grantor shall provide five (5) days written notice to Grantee of its intent to file the lien. Grantor shall release the Memorandum of Lien upon full payment of the amount of the lien, and payment of the filing fee to release the lien and Grantor's attorney fees for releasing the lien. 15. Rules and Regulations. Grantor may from time to time adopt reasonable rules and regulations not inconsistent with the terms of this Agreement regulating the use of the Ingress/Egress Easement by vehicles and speed limits for vehicular traffic. Grantee, its guests, invitees, employees, agents, successors and assigns shall abide and follow all such rules and regulations adopted by the Grantor. 16. Miscellaneous. (a) Waiver. If Grantor or Grantee fails to insist on the strict observance by the other party of any of the provisions of this Agreement, neither parry shall be precluded from IM subsequently enforcing this Agreement or be held to have waived any such provision. (b) Compliance with Applicable Law. During the term of this Agreement, each parry hereto shall comply at its cost and expense with all lawful requirements of local, county, state and national authorities applicable to its use of and responsibilities concerning the Ingress/Egress Easement and to the maintenance, repair, replacement, inspection, removal and operation of the Ingress/Egress Easement. (c) Relationship of the Parties. Nothing in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent, partnership, joint venture, landlord and tenant or any other association between Grantor and Grantee other than the relationship described herein. (d) Entire Agreement. This Agreement, including all exhibits hereto (which are hereby incorporated herein by reference for all purposes) contains the full and final agreement of every kind and nature whatsoever between the parties hereto concerning the subject matter set forth herein and all preliminary negotiation and agreements of any kind are merged herein. This Agreement may not be changed, amended or modified in any manner other than by a written amendment or modification executed between Grantor and Grantee, or their respective successors and/or assigns. (e) Partial Invalidity. If any provision of this Agreement or the application thereof shall be deemed invalid or unenforceable, the remainder of this Agreement in its application shall not be affected by such partial invalidity but shall be enforced to the fullest extent permitted by law as if such invalid or unenforceable provision was never a part hereof. (f) Applicable Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia and the parties agree that jurisdiction for all actions hereunder shall lie in the Commonwealth of Virginia. (g) Successors and Assigns. All rights, obligations and liabilities herein given to or imposed upon any parry hereto shall extend to the permitted successors and assigns of any such party. (h) Counterparts. This Agreement may be executed in one or more identical counterparts and all such counterparts together shall constitute a single instrument for the purpose of the effectiveness of this Agreement. (i) Tenant Acknowledgement. The tenant of the Grantor joins in the execution of this Agreement to evidence its concurrence and approval of the Agreement. C k-0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and W year first above written. STATE OF ) ss. COUNTY OF GRANTOR: 6851 LENNOX, LLC By:' r �J% The foregoing Deed of Ingress/Egress ment was acknowledged before me by 7m�dand of 6851 Lennox, LLC this day of 20 WITNESS fficial seal. Signature My commission expires: Registration no.: (SEAL) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On April 18, 2017 before me, Loni Duong, Notary Public (insert name and title of the officer) personally appeared Richard F. Moss who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, LONI DUONG WITNESS my hand and official seal. commission # 2120832 r Notary Public - California ZZ Los Angeles County MY comm. Expires Aug 22, 2019 Signature U�Y,yv,1. (Seal) ISI GRANTEE: TITANS, INC. By:�--_ . STATE OF (llr Com` ) ss. COUNTY OF S) 1 The foregoing Deed of Ingress/Egress Easement was acknowledged before me by fylckaas Plxaif:S �RS� ¢,n of Titans, Inc. this Jq+k day of � 2017. WITNESS my hand and official seal. Signature (SEAL) ,111111 1110 P1ry ( ( ( o My commission expires: 2( '3 I I = 00'' Registration no.: 5 L5Ct °� �sss CD CONTRACT PURCHASER: CD 1-0 STATE OF_ ss. COUNTY OF /W The foregoing Deed of Ingress/Egress Easement was acknowledged before me by 1q, T/ 5 71&qj) of Day Pop, Inc. day of A),� A4�> Z 2017. WITNESS my hand and official seal. V1. E-1 P Signature (SEAL) MY commission expires:. Registration no.: TENANT: CFRA, LLC STATE OF 'P106 CLC-, ) COUNTY OF iYlQ L �QJj ) ss. i The foregoing Deed of Ingress/Egress Easement was acknowledged before me by Cvrd,g W e tc h > CtyN-IW j t d S`9yjQ y- of CFRA, LLC this 2-C�_. _ day of 2017. WITNESS my hand and official seal. Signature My commission expires: 3 U Registration no.: l0 -?I y (SEAL) =0310)612020 State of Floridaon FF %7949/2020 O J Tax Map Number: 64-A-2 Exhibit "A" Property of Titans Corporation, a Virginia corporation, Gity-of `u'�r, Shawnee Magisterial District, Frederick County, Virginia dated April 11, 2001 and recorded May 3, 2001 as Instrument Number 010005118 among the land records of Frederick County, Virginia. And being further described as follows: Beginning at an iron rod found at the intersection of the rights-of- way lines of Travelodge Drive and. Front Royal Pike U.S. Route 9522; Thence with the western right-of-way lines of the said road as follows: S 35° 58' 48" 59.60 feet to a VDH concrete monument found; thence S 44 14' 48" W 91.41 feet to a VDH concrete monument found; thence S 46 11' 3 8" W 62.68 feet to an iron rod found at a corner with the Titans Corporation remaining un -improved parcel of land; thence with the said line N 43° 48' 29" W 200.07 feet to an iron rod found at a corner with the Cracker Barrel Old Country Store property; thence with the said line N 46 11' 38" E 212.68 feet to an iron rod found in the Southern right-of-way line of Travelodge Drive; thence with the southern right-of-way line of the said road S 43° 48' 43" E 186.40 feet to the point of beginning and containing 41,919 square feet of land, more or less. O O co Tax Map Number; 64-A- IF Exhibit `B" Beginning at an iron rod found in the southwestern most corner of the tract herein described said point being on the westerly variable width right-of-way line of Font Royal Pike - U. S. Route 4522 and the easternmost corner of Interstate Properties Limited Partnership; thence departing U. S. Route 4522 and running with Interstate Properties Limited Partnership, N 43 deg. 48'29"W 200.07 feet to a point, said point being on the easterly property line of Cracker Barrel Old County Store; thence departing Interstate Properties Limited Partnership, and running with Cracker Barrel Old County Store, N 46 deg. 11' 38" E 134.24 feet to an iron road set , said point being the northwestern most corner to Alma Garber Biggs and James A. Biggs; thence departing Cracker Barrel Old County Store and running with Biggs, S 43 deg. 48'29" E 200.07 feet to a concrete VDH monument found said point being on the aforementioned westerly variable with right-of-way line of U. S. Route #522; thence departing Biggs and running with U.S. Route #522, S 46 deg. I F 38W 134.24 feet to the point of beginning and containing 26,858 square feet of land more or less. Shawnee C CD Q0 Receipt: 17000022470 COURT ADDRESS: 5 NORTH KENT STREET WINCHESTER, VA 22601 PHONE #:540-667-5770 DATE: 11/08/2017 TIME: 11:29:16 RECEIPT # : 17000022470 TRANSACTION # : 17110800034 CASHIER: KJS REGISTER # : 6114 INSTRUMENT: 170011687 BOOK: GRANTOR: 6851 LENNOX LLC GRANTEE: TITANS INC RECEIVED OF: SCULLY & GLASS ADDRESS: DATE OF DEED: 11/08/2017 CHECK: $1,545-00 DESCRIPTION 1 : SH DIST NAMES : 0 CONSIDERATION: $0.00 ANAL: $0.00 i OFFICIAL RECEIPT FREDERICK CIRCUIT COURT DEED RECEIPT CASE # : 069CLR170011687 FILING TYPE: DE PAGE: RECORDED: 11/08/2017 EX: N EX: N ACCOUNT DESCRIPTION CODE `' PAID 035 VOF FEE $1.00 145 VSLF $1.50 PAGES: 015 MAP: MISC Page 1 of 1 PAYMENT: FULL PAYMENT AT: 11:23 LOC: CO PCT: 100% OP:0 PIN: ACCOUNT DESCRIPTION PAID CODE. 106 (TTF) TECHNOLOGY TRUST FUND FEE (CIRCUIT COURT) $5.00 301 DEEDS $28.50 TENDERED : $ 1,545.00 AMOUNT PAID: $ 36.00 APPLIED TO NEXT CASE: $ 1,509.00 PAYOR'S COPY CLERK OF COURT: REBECCA P. HOGAN RECEIPT COPY 1 OF 2 OCD170011888 Prepared by and return to: Tax Map Numbers: Susan B. Tarley, Esquire 64-A-2 VSB #28896 64 -A -1F Tarley Robinson, PLC 4808 Courthouse Street, Suite 102 Williamsburg, VA 23188 DEED OF INGRESS/EGRESS EASEMENT FOR TAX MAP NUMBER 64 -A -1F This Deed of Ingress/Egress Easement ("Agreement") is hereby made as of the 17th day of April, 2017 by and between TITANS, INC., a Virginia corporation having an address of 12800 The Glebe Lane, Charles City, VA 23030 ("Grantor") and 6851 LENNOX, LLC, a California limited liability company ("Grantee"). RECITALS: A. Grantee is the owner in fee of certain real property with a Tax Map Number of 64-A-2 located in Winchester, Virginia and being more particularly described on the legal description attached hereto as Exhibit "A" and incorporated by reference (the "Grantee Parcel"). B. Grantor is the owner in fee of certain real property with a Tax Map Number of 64- A -1F located in Winchester, Virginia and being more particularly described on the legal description attached hereto as Exhibit "B" and incorporated by reference (the "Grantor Parcel"). C. Grantor desires to grant to Grantee a perpetual, non-exclusive easement of ingress and egress over the Grantor Parcel for vehicular access to the Grantee Parcel on the terms and conditions contained herein. NOW, THEREFORE, in consideration of the covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Grant of Easement. Grantor hereby grants and conveys unto Grantee, and its successors and assigns, a perpetual, non-exclusive easement of ingress and egress over the Right in/out entrance, located on the southeast side of the Grantor Parcel shown on the attached Exhibit C (the "Ingress/Egress Easement") for vehicular ingress and egress from Front Royal Pike (Route 522) to the Grantee Parcel with continued use by Grantor for the benefit of Grantor's Parcel. 2. Use of Ingress/Egress Easement. The Ingress/Egress Easement shall be used by Grantee for access purposes, including but not limited to the passage of vehicles to and from the Grantee Parcel from Front Royal Pike (Route 522). Vehicles shall include standard passenger vehicles, pickup trucks, panel van, and medium sized service trucks. Use of the Ingress/Egress CD CO N) Easement by large and oversize construction vehicles, dump trucks, flatbed or semi -trailer trucks, and heavy equipment or to transport heavy materials or construction equipment is not permitted. No barriers, fences or other obstructions shall be erected or maintained upon the Ingress/Egress Easement that prevent or obstruct vehicular or pedestrian traffic thereon, except for temporary barriers or obstructions reasonably required in connection with the maintenance, replacement or repair of the paved area constituting the Ingress/Egress Easement. The grant herein does not give the Grantee any rights to use the parking areas of the Grantor. 3. Construction of Entrance. The Grantor shall complete the construction of the Right in/out entrance at its sole cost and expense in compliance with state and federal laws, building codes, ordinances and regulations. 4. Grantor's Retained Rights. Grantor shall retain the right to use the Ingress/Egress Easement for all purposes, including but not limited to ingress and egress to the Grantor Parcel, as a drive aisle for the Grantor's tenants, guests, or successors or assigns, for the maintenance, inspection, repair and replacement at any time and from time to time of the Ingress/Egress Easement provided Grantee's use and ownership of the Ingress/Egress Easement is not altered, changed or modified by this Agreement. Grantor shall have the right to grant easement or other rights in the Ingress/Egress Easement to other parties in its sole discretion so long as such grant shall not materially interfere with the easement rights granted herein to Grantee or with the functioning of the Ingress/Egress Easement. Grantor shall have the right to reconfigure, modify and relocate the paved areas surrounding the Ingress/Egress Easement and the Ingress/Egress Easement from time to time so long as Grantor grants to Grantee a replacement easement with all of the same rights set forth herein if necessary for Grantee to continue to have such rights. 5. Maintenance, Repair and Replacement. The Grantor shall maintain the Ingress/Egress Easement and perform repairs and replacements to maintain the Ingress/Egress Easement in a good and safe condition in accordance with the standards set forth herein. The terms "maintenance" and "repair" may include, without limitation, repairing the road surface, clearing obstructions, grading, scraping, re -surfacing, and repaving the Ingress/Egress Easement as necessary, cleaning or recutting ditches or swales for related drainage as necessary, removing snow, unplugging or opening culverts or drainpipes, and performing any and all other necessary work required to maintain the Ingress/Egress Easement in a condition that will allow for reasonable and safe access of standard passenger vehicles. If the Grantor determines that signage, striping, or other work is required to keep the Ingress/Egress Easement in a good and safe condition, such work shall be included in maintenance and repair with the costs to be allocated as set forth in Paragraph 6 below. 6. Allocation of Costs and Expenses for Maintenance Repair and Replacement Grantor and Grantee agree that the costs and expenses of maintenance, repair and replacement of the Ingress/Egress Easement shall be the sole responsibility of the Grantor. Grantor shall maintain the Ingress/Egress Easement as set forth herein and shall make all repairs and replacements thereof in accordance with this Agreement. a. Repaving and Emergency Repairs. (i) Notwithstanding any other provision in this Agreement to the contrary, any repaving or resurfacing of the Ingress/Egress Easement (the "Repaving Work") shall be undertaken from time to time as Grantor deems appropriate in its reasonable discretion. The cost of the Repaving Work shall not be part of the Regular Maintenance (described below) and shall be incurred by Grantor in its reasonable discretion (the "Repaving Costs"). The Repaving Costs shall be paid solely by Grantor. (ii) In the event that any emergency repairs to the Ingress/Egress Easement are required (the "Emergency Work"), as determined by Grantor in its reasonable discretion, Grantor shall perform the Emergency Work and Grantor and Grantee agree that any costs of the Emergency Work shall be paid solely by Grantor. b. Payment of Regular Maintenance Costs. The repairs and maintenance of the Ingress/Egress Easement, including without limitation, repairing the road surface, clearing obstructions, sealing, painting, cleaning or recutting ditches or swales for related drainage as necessary, removing snow, unplugging or opening culverts or drainpipes, and performing any and all other necessary work required to maintain the Ingress/Egress Easement in a condition that will allow for reasonable and safe access of standard passenger vehicles (the "Regular Maintenance") shall be the responsibility of the Grantor. The Regular Maintenance Costs shall be paid solely by Grantor. c. Responsibility for Damages to Ingress/Egress Easement. In the event that Grantee or Grantee's guests, invitees, employees, agents, successor or assigns cause damage to the Ingress/Egress Easement other than ordinary wear and tear, the Grantee shall be exclusively responsible for all costs and expenses required to repair or replace such damage, and shall pay such invoice within thirty (30) days of receipt. 7. Liability Insurance. The Grantee shall maintain a policy of general liability insurance ("Liability Insurance") with policy coverage of $2,000,000 for single occurrence and combined liability limits of $5,000,000 in force at all times, insuring all activities, conditions, operation and usage of Grantor's property which is burdened by the easement pursuant to this Agreement. Such Liability Insurance shall be issued by insurance companies with a reliable general policyholder's rating and financial rating and qualified to do business in Virginia. Each party shall, upon request of the other party, provide evidence to the Grantor of Liability Insurance coverage in accordance with this section. 8. Indemnification. To the extent not covered by the Liability Insurance required above, Grantee shall defend, indemnify and hold the Grantor harmless from and against any and all loss, cost, expense, claims, damages, suits, litigation or liability (including but not limited to reasonable attorneys' fees) (together "Claims") to the Grantee, its guests, invitees, employees, agents, successors or assigns resulting from their use of the Ingress/Egress Easement. T. U CD 9. Easement Agreement Runs With the Land. The Easement and covenants .� contained herein shall run with the Grantee Parcel and shall burden the Grantor Parcel and shall be binding upon and inure to the benefit of the respective successors and assigns of Grantor and Grantee. 10. Mortgagee Protection. No breach of the covenants, conditions or restrictions in this Agreement shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith for value, but all of said covenants, conditions and restrictions shall be binding upon and effective against the person or entity whose title is derived through foreclosure or trustee's sale or otherwise. 11. Grantor: Grantee. As used herein, the term "Grantee" shall mean the Grantee named above and each and every heir, successor or assign of said Grantee during the time any such party is the owner of all or any portion of the Grantee Parcel. As used herein, the term "Grantor" shall mean the Grantor named and each and every heir, successor or assign during such time any such party is the owner of fee title to all or any portion of the Grantor Parcel. 12. Notices. All notices delivered hereunder shall be delivered by a method which provides a record of receipt such as certified mail with return receipt requested, nationally recognized overnight courier or local courier and shall be effective upon receipt by the party receiving such notice as evidenced by such record of receipt and delivered to each party at the addresses set forth above or at any changed address as delivered by written notice from one party to the other. Notice shall be addressed as follows: To Grantee: 6851 Lennox, LLC Attention: George Moss 6345 Balboa Boulevard, Suite 310 Encino, CA 91316 With a copy to: Richard F. Moss, Esquire 6345 Balboa Boulevard, Suite 310 Encino, CA 91316 (which shall not constitute notice). To Grantor: Titans, Inc. 12800 The Glebe Lane Charles City, VA 23030 Attention: Nicholas Florakis With a copy to: John Tarley, Jr., Esquire Tarley Robinson, PLC 4808 Courthouse Street, Suite 102 Williamsburg, VA 23188 (which shall not constitute notice). C O Cn With a copy to: Day Pop, Inc 1401 Doug Baker Blvd., Suite 107-135 Shoal Creek, AL 35242 (which shall constitute notice at the time Day Pop, Inc. becomes the successor owner to Titans, Inc.) 13. Defaults. In the event either party defaults in any of its obligations hereunder, the defaulting party shall have ten (10) days after receipt of written notice of such default to cure any monetary default of the defaulting party hereunder and shall have thirty (30) days after receipt of written notice of such default to cure any non -monetary default of the defaulting party hereunder. After the expiration of such period, the non -defaulting party shall have all rights in law or equity. Monetary defaults shall bear interest at twelve percent (12%) per annum from the date of default. The non -defaulting party shall be entitled to recover its attorneys' fees, costs incurred, and any court cost incurred in enforcing this Agreement. In addition to all other rights and remedies, the Grantor shall have the right to file a Memorandum of Lien against Grantee's property for any monetary default which shall include the principal, interest, incurred attorney fees, and all costs related to the lien filing, The Memorandum of Lien shall include the Grantee's name, a short legal description of the property and the amount due. Prior to filing a Memorandum of Lien, the Grantor shall provide five (5) days written notice to Grantee of its intent to file the lien. Grantor shall release the Memorandum of Lien upon full payment of the amount of the lien, and payment of the filing fee to release the lien and Grantor's attorney fees for releasing the lien. 14. Rules and Regulations. Grantor may from time to time adopt reasonable rules and regulations not inconsistent with the terms of this Agreement regulating the use of the Ingress/Egress Easement by vehicles and speed limits for vehicular traffic. Grantee, its guests, invitees, employees, agents, successors and assigns shall abide and follow all such rules and regulations adopted by the Grantor. 15. Miscellaneous. (a) Waiver. If Grantor or Grantee fails to insist on the strict observance by the other party of any of the provisions of this Agreement, neither party shall be precluded from subsequently enforcing this Agreement or be held to have waived any such provision. (b) Compliance with Applicable Law. During the term of this Agreement, each party hereto shall comply at its cost and expense with all lawful requirements of local, county, state and national authorities applicable to its use of and responsibilities concerning the Ingress/Egress Easement and to the maintenance, repair, replacement, inspection, removal and operation of the Ingress/Egress Easement. (c) Relationship of the Parties. Nothing in this Agreement shall be deemed or CAM C ao Q� construed by the parties hereto or by any third person to create the relationship of principal and agent, partnership, joint venture, landlord and tenant or any other association between Grantor and Grantee other than the relationship described herein. (d) Entire Agreement. This Agreement, including all exhibits hereto (which are hereby incorporated herein by reference for all purposes) contains the full and final agreement of every kind and nature whatsoever between the parties hereto concerning the subject matter set forth herein and all preliminary negotiation and agreements of any kind are merged herein. This Agreement may not be changed, amended or modified in any manner other than by a written amendment or modification executed between Grantor and Grantee, or their respective successors and/or assigns. (e) Partial Invalidity. If any provision of this Agreement or the application thereof shall be deemed invalid or unenforceable, the remainder of this Agreement in its application shall not be affected by such partial invalidity but shall be enforced to the fullest extent permitted by law as if such invalid or unenforceable provision was never a part hereof. (f) Applicable Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia and the parties agree that jurisdiction for all actions hereunder shall lie in the Commonwealth of Virginia. (g) Successors and Assigns. All rights, obligations and liabilities herein given to or imposed upon any party hereto shall extend to the permitted successors and assigns of any such party. (h) Counterparts. This Agreement may be executed in one or more identical counterparts and all such counterparts together shall constitute a single instrument for the purpose of the effectiveness of this Agreement. (i) Tenant Acknowledgement. The tenant of the Grantor joins in the execution of this Agreement to evidence its concurrence and approval of the Agreement. 0) Contract Purchaser Acknowled eg_ ment. The contract purchaser, Day Pop, Inc. of the Grantor parcel joins in the execution of this Agreement to evidence it concurrence and approval of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. STATE OF `r ss. COUNTY OF The foregoing Deed of ,2 O7. S my hand and official seal. Signature My commission expires; Registration no.:__ GRANTEE: 6851 LENNOX, LL B y:: Easement was acknowledged before me by of 6851 Lennox, LLC this day of see ne-* - (SEAL) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On April 18, 2017 before me, Loni Duong, Notary Public (insert name and title of the officer) 0 personally appeared Richard F. Moss who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. LONI DUONG WITNESS my hand and official seal. Commission 2120832 ' Notary Public - California i Los Angeles County (� MY Comm. Expires Aug22, 2019 Signature 1�1�Jj (Seal) STATE OF VIRGINIA ) ss. COUNTY OF JAMES CITY TITANS, INC. s^ v �-f/ ✓ `--� By:i_ c— c The foregoing Deed of Ingress/Egress Easement was acknowledged before me by Nicholas Florakis, President of Titans, Inc. this 7`h day of November, 2017. WITNESS my hand and official seal. Signature My commission expires: 1 2f I 1 Registration no.: c4S j sc (SEAL) RCo#855 9: c EkP1REgSt CN 2i�2:.72j31/2p77 r ��Q C'? O CONTRACT PURCHASER: O STATE OF /,17 4 ) COUNTY OF 511(��P, �/ ) ss. The foregoing Deed of Ingress/Egress Easement was acknowledged before me by %f/fit CS 44 tii°5�,�1 of Day Pop, Inc. this day of 2017. WITNESS my band and official seal. r Signature / (SEAL) MY commission expires:_ f r 1 /%7 o _ Registration no.: c-� TENANT: CFRA, LLC STATE OF 1-10 } ss. COUNTY OF IAYIQ I L_0LA ) The foregoing Deed of Ingress/Egress Easement was acknowledged before me by Q1 _VJCCI-\ a�h4�itedl Si av- � of CFRA, LLC this 2.C__ day of �-� , 2017. WITNESS my hand and official seal. Signature (SEAL) =o�*9tY °=:1 da My commission expires: 3,(o� p J Registration no.:� F 9�, 7 9y � ^V V J L Tax Map Number: 64-A-2 N Exhibit "A" Properly of Titans Corporation, a Virginia corporation, City of Winchester, Shawnee Magisterial District, Frederick County, Virginia dated April 11, 2001 and recorded May 3, 2001 as Instrument Number 010005118 among the land records of Frederick County, Virginia. And being further described as follows: Beginning at an iron rod found at the intersection of the rights-of- way lines of Travelodge Drive and Front Royal Pike U.S. Route 4522; Thence with the western right-of-way lines of the said road as follows: S 35° 58' 48" 59.60 feet to a VDH concrete monument found; thence S 44 14' 48" W 91.41 feet to a VDH concrete monument found; thence S 46 11' 38" W 62.68 feet to an iron rod found at a corner with the Titans Corporation remaining un -improved parcel of land; thence with the said line N 43° 48' 29" W 200.07 feet to an iron rod found at a corner with the Cracker Barrel Old Country Store property; thence with the said line N 4611' 38" E 212.68 feet to an iron rod found in the Southern right-of-way line of Travelodge Drive; thence with the southern right-of-way line of the said road S 4348' 43" E 186.40 feet to the point of beginning and containing 41,919 square feet of land, more or less. Tax Map Number: 64-A- IF c� Exhibit "B" Beginning at an iron rod found in the southwestern most corner of the tract herein described said point being on the westerly variable width right-of-way line of Font Royal Pike - U. S. Route 4522 and the easternmost corner of Interstate Properties Limited Partnership; thence departing U. S. Route 4522 and running with Interstate Properties Limited Partnership, N 43 deg. 48'29"W 200.07 feet to a point, said point being on the easterly property line of Cracker Barrel Old County Store; thence departing Interstate Properties Limited Partnership, and running with Cracker Barrel Old County Store, N 46 deg. 11' 38" E 134.24 feet to an iron road set , said point being the northwestern most corner to Alma Garber Biggs and James A. Biggs; thence departing Cracker Barrel Old County Store and running with Biggs, S 43 deg. 48' 29" E 200.07 feet to a concrete VDH monument found said point being on the aforementioned westerly variable with right-of-way line of U. S. Route #522; thence departing Biggs and running with U.S. Route 9522, S 46 deg. 11' 38W 134.24 feet to the point of beginning and containing 26,858 square feet of land more or less. Shauj nte. D s*i C+- Receipt: 17000022471 COURT ADDRESS: 5 NORTH KENT STREET WINCHESTER, VA 22601 PHONE #:540-667-5770 DATE: 11/08/2017 TIME: 11:29:17 RECEIPT #: 17000022471 TRANSACTION #: 17110800034 CASHIER: KJS REGISTER # : 13114 INSTRUMENT: 170011688 BOOK: GRANTOR: TITANS INC GRANTEE: 6851 LENNOX LLC RECEIVED OF: SCULLY & GLASS ADDRESS: DATE OF DEED: 11/08/2017 MULTI : $1,509.00 DESCRIPTION 1 : SH DIST NAMES : 0 CONSIDERATION: $0.00 ANAL: $0.00 f OFFICIAL RECEIPT FREDERICK CIRCUIT COURT DEED RECEIPT CASE # : 069CLR170011688 FILING TYPE: DE PAGE: RECORDED: 11/08/2017 EX: N EX: N ACCOUNT DESCRIPTION.--._'. PAID -' CODE 035 VO F FEE $1.00 145 VSLF $1.50 PAGES: 014 MAP: MISC Page 1 of 1 PAYMENT. FULL PAYMENT AT: 11:25 LOG: CO PCT: 100% OP:0 PIN : ACCOUNT "DESCRIPTION CODE , . PAID 106 (TTF) TECHNOLOGY TRUST FUND FEE (CIRCUIT COURT) $5.00 301 DEEDS $28.50 TENDERED : $ 1,509.00 AMOUNT PAID: $ 36.00 APPLIED TO NEXT CASE: $ 1,473.00 PAYOR'S COPY CLERK OF COURT: REBECCA P. HOGAN RECEIPT COPY 1 OF 2