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This document was prepared by and upon recordation return to: Allison T. Domson, Esq. (VSB No. 44285) Williams Mullen 200 South 10 t h Street, Suite 1600 Richmond, VA 23219 Tax Map Parcels: Portion of TMP 22B179000 (Parcel B) – Assessed Value $____________ Portion of TMP 22B350000 (Parcel C) – Assessed Value $____________ This deed is partially exempt from state recordation taxes imposed by Virginia Code Secs. 58.1 -801 and 58.1 -802 pursuant to Virginia Code Secs. 58.1 -811(A)(3) and 58.1 -811(C)(4), respectively. THIS DEED OF EXCHANGE , made this _____ day of ______________, 2017, by and between FIFTH STREET ASSOCIATES, LLC , a Virg inia limited liability company, hereinafter called “Fifth Street”, GRANTOR and GRANTEE, whose address is 230 Court Square, Suite 202, Charlottesville , Virginia 22902 ; and CITY OF CHARLOTTESVILLE, VIRGINIA , a municipal corporation and political subdivision of the Commonwealth of Virginia, hereinafter called “City”, GRANTOR and GRANTEE, which has an address of P. O. Box 911, Charlottesville, Virginia 22902. WITNESSETH: WHEREAS, Fifth Street is the owner in fee simple of two parcels of real p roperty located i n the City of Charlottesville, Virginia (the "City"), containing approximately 10.94 acres and 0.7602 acres, more or less, respectively, each being portions of the same property acquired by Fifth Street by Deed from New Vision Holdings, LLC, dated December 15, 2015, recorded in the Clerk's Office of the Circuit Court of the City of Charlottesville, Virginia (the "Clerk's Office "), as Instrument No. 201500004617, as modified pursuant to that certain Deed of Boundary Line Adjustment and Consolidation, dated N ovember __, 2017, recorded in the Clerk's Office immediately prior hereto (together, the “Fifth Street Property”); WHEREAS, Fifth Street desires to grant, convey and dedicate portions of the Fifth Street Property to the City in fee simple for public use, n amely, as additional right of way along Cleveland Avenue and Fifth Street, S.W., shown on a plat dated October 19, 2017 made by Roudabush, Gale & Associates, Inc., attached hereto and made a part hereof (hereinafter, the “Plat”); and WHEREAS , the City desi res to grant and convey by quitclaim certain portions of City right -of -way on Cleveland Avenue and Fifth Street, S.W. to Fifth Street , shown on the attached Plat ; and