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Council Actions 12-16-13
PRICE 39820 - 121613 ROANOKE CITY COUNCIL REGULAR SESSION DECEMBER 16, 2013 2:00 P.M. CITY COUNCIL CHAMBER AGENDA 1. Call to Order - -Roll Call. All present. The Invocation was delivered by The Reverend Charles R. Calloway, Pastor, Maple Street Baptist Church. Mayor Bowers called for a Moment of Silence in memory of Elizabeth T. Bowles, Former City Council Member. The Pledge of Allegiance to the Flag of the United States of America was led by Mayor David A. Bowers. Welcome. Mayor Bowers. NOTICE: Today's Council meeting will be televised live and replayed on RVTV Channel 3 on Thursday, December 19 at 7:00 p.m., and Saturday, December 21 at 4:00 p.m. Council meetings are offered with closed captioning for the hearing impaired. 1 ANNOUNCEMENTS: THE PUBLIC IS ADVISED THAT MEMBERS OF COUNCIL RECEIVE THE CITY COUNCIL AGENDA AND RELATED COMMUNICATIONS, REPORTS, ORDINANCES AND RESOLUTIONS, ETC., ON THE THURSDAY PRIOR TO THE COUNCIL MEETING TO PROVIDE SUFFICIENT TIME FOR REVIEW OF INFORMATION. THE CITY CLERK'S OFFICE PROVIDES THE MAJORITY OF THE CITY COUNCIL AGENDA ON THE INTERNET FOR VIEWING AND RESEARCH PURPOSES. TO ACCESS AGENDA MATERIAL, GO TO THE CITY'S HOMEPAGE AT WWW.ROANOKEVA.GOV, CLICK ON THE GOVERNMENT ICON. NOTICE OF INTENT TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT. SPECIAL ASSISTANCE IS AVAILABLE FOR DISABLED PERSONS ADDRESSING CITY COUNCIL. EFFORTS WILL BE MADE TO PROVIDE ADAPTATIONS OR ACCOMMODATIONS BASED ON INDIVIDUAL NEEDS OF QUALIFIED INDIVIDUALS WITH DISABILITIES, PROVIDED THAT REASONABLE ADVANCE NOTIFICATION HAS BEEN RECEIVED BY THE CITY CLERK'S OFFICE. PERSONS WISHING TO ADDRESS COUNCIL WILL BE REQUIRED TO CONTACT THE CITY CLERK'S OFFICE PRIOR TO THE MONDAY COUNCIL MEETING, OR REGISTER WITH THE STAFF ASSISTANT AT THE ENTRANCE TO THE COUNCIL CHAMBER PRIOR TO COMMENCEMENT OF THE COUNCIL MEETING. ONCE THE COUNCIL MEETING HAS CONVENED, THERE WILL BE NO FURTHER REGISTRATION OF SPEAKERS, EXCEPT FOR PUBLIC HEARING MATTERS. ON THE SAME AGENDA ITEM, ONE TO FOUR SPEAKERS WILL BE ALLOTTED FIVE MINUTES EACH; HOWEVER, IF THERE ARE MORE THAN FOUR SPEAKERS, EACH SPEAKER WILL BE ALLOTTED THREE MINUTES. ANY PERSON WHO IS INTERESTED IN SERVING ON A CITY COUNCIL APPOINTED AUTHORITY, BOARD, COMMISSION OR COMMITTEE MAY CONTACT THE CITY CLERK'S OFFICE AT 853 -2541, OR ACCESS THE CITY'S HOMEPAGE TO OBTAIN AN APPLICATION. P THE COUNCIL OF THE CITY OF ROANOKE IS SEEKING APPLICATIONS FOR THE FOLLOWING CURRENT OR UPCOMING EXPIRATIONS OF TERMS OF OFFICE: BUILDING AND FIRE CODE BOARD OF APPEALS (ONE UNEXPIRED TERM ENDING JUNE 30, 2015) ROANOKE NEIGHBORHOOD ADVOCATES (ONE THREE -YEAR TERM OF OFFICE) ECONOMIC DEVELOPMENT AUTHORITY (UNEXPIRED TERM ENDING OCTOBER 20, 2015) 2. PRESENTATIONS AND ACKNOWLEDGEMENTS: A resolution recognizing City Registrar, Lavern Shepherd upon her retirement. Adopted Resolution No. 39820 - 121613 (7 -0). 3. HEARING OF CITIZENS UPON PUBLIC MATTERS: CITY COUNCIL SETS THIS TIME AS A PRIORITY FOR CITIZENS TO BE HEARD. ALL MATTERS WILL BE REFERRED TO THE CITY MANAGER FOR RESPONSE, RECOMMENDATION OR REPORT TO COUNCIL, AS HE MAY DEEM APPROPRIATE. Rupert Cutler, Melissa Miller, James Lynch, George Riles and Robert Gravely appeared before the Council. 4. CONSENT AGENDA (APPROVED 7 -0) ALL MATTERS LISTED UNDER THE CONSENT AGENDA ARE CONSIDERED TO BE ROUTINE BY THE MEMBERS OF CITY COUNCIL AND WILL BE ENACTED BY ONE MOTION. THERE WILL BE NO SEPARATE DISCUSSION OF THE ITEMS. IF DISCUSSION IS DESIRED, THE ITEM WILL BE REMOVED FROM THE CONSENT AGENDA AND CONSIDERED SEPARATELY. The Mayor called attention to a request of Council Member Price for a Closed Meeting and a request of the City Manager for a public hearing. 3 C -1 Minutes of the regular meeting of Council held on Monday, November 18, 2013. RECOMMENDED ACTION: Dispensed with the reading of the minutes and approved as recorded. C -2 A communication from Council Member Anita J. Price, Chair, City Council Personnel Committee requesting that Council convene in a Closed Meeting to discuss the mid -year performance of the Council- Appointed Officers, pursuant to Section 2.2 -3711 (A)(1), Code of Virginia (1950), as amended. RECOMMENDED ACTION: Concurred in request. C -3 A communication from the City Manager requesting that Council schedule a public hearing for Monday, January 21, 2014, at 7:00 p.m., or as soon thereafter as the matter may be heard, to consider the leasing of approximately 21.5 acres of City -owned property for an outdoor athletic facility in the Countryside Master Plan area. RECOMMENDED ACTION: Concurred in the request. C -4 A communication from the City Clerk advising of the resignation of F. Gordon Hancock as a Director of the Economic Development Authority, effective December 31, 2013. RECOMMENDED ACTION: Accepted the resignation and received and filed the communication. C -5 Minutes of the Audit Committee held on Wednesday, December 4, 2013. RECOMMENDED ACTION: Received and filed. C -6 Report of qualification of Vickie H. Bibee as a Director of the Economic Development Authority for a four -year term of office ending October 20, 2017. RECOMMENDED ACTION: Received and filed. REGULAR AGENDA BID OPENINGS: Bids for acquisition of easements in connection with Hotel Project at Market Garage. Sole bid received from South Commonwealth Partners, LLC, and referred to the City Manager for study, report and recommendation to the Council. Bids for Parking Agreement for Unreserved Parking Permits for the City's Market Garage. Sole bid received from South Commonwealth Partners, LLC, and referred to the City Manager for study, report and recommendation to the Council. 5. PUBLIC HEARINGS: NONE. 6. PETITIONS AND COMMUNICATIONS: a. Request of Roanoke Valley - Alleghany Regional Commission to present a report on the "Partnership for a Livable Roanoke Valley" Initiative. Jake Gilmer, Senior Planner, Roanoke Valley - Alleghany Regional Commission, Spokesperson. (Sponsored by the City Manager) Received and filed. 7. REPORTS OF CITY OFFICERS AND COMMENTS OF CITY MANAGER: a. CITY MANAGER: BRIEFINGS: NONE. ITEMS RECOMMENDED FOR ACTION: 1. Funding for Western Virginia Workforce Development Board Workforce Investment Act Programs. Adopted Resolution No. 39821 - 121613 (7 -0). 2. Acceptance and appropriation of funds for the Foundation for Roanoke Valley Grant to support the 2014 Parks and Arts Program. Adopted Resolution No. 39822 - 121613 and Budget Ordinance No. 39823 - 121613 (7 -0). COMMENTS BY CITY MANAGER. The City Manager offered the following comments: Roanoke 100 Miler Event • The Roanoke 100 miler program will return for a third year. The program, created by the Parks and Recreation Department, the community active living campaign that promotes walking, biking, pedaling 100 miles in 100 days. 5 • Program starts on January 7, 2014 and ends April 15, 2014. • Register online at www.Roanoke100Miler.com Dickens of a Christmas /SPCA Pet Costume Contest • December 20 — the SPCA Pet Costume Contest will be held beginning at 6:00 P.M. — 10:00 P.M. • This is a family - friendly event that features favorites like roasted chestnuts, carriage rides, street performers, and more. • More information is available at: www.downtownroanoke.org Career & Lifestyle Fitness Fair • The City will hold a Career and Lifestyle Fitness Fair on Thursday, January 16, from 8:30 a.m. - 1:00 p.m., at the Roanoke Civic Center Special Events Center. • Admission is free and over 50 organizations will be represented. • Also, the event will kick -off the Bank on Roanoke Valley Initiative. 8. REPORTS OF COMMITTEES: a. A report of the Roanoke City School Board requesting appropriation of funds for various educational programs; and a report of the Director of Finance recommending that Council concur in the request. Margaret Lindsey, Executive Director for Fiscal Services, Spokesperson. Adopted Budget Ordinance No. 39824 - 121613 (7 -0). 9. UNFINISHED BUSINESS: NONE. 10. INTRODUCTION AND CONSIDERATION OF ORDINANCES AND RESOLUTIONS: a. A resolution recommending certain appointments to the Western Virginia Regional Industrial Facility Authority. Adopted Resolution No. 39825 - 121613 (7 -0). no 11. MOTIONS AND MISCELLANEOUS BUSINESS: a. Inquiries and /or comments by the Mayor and Members of City Council. Council Member Trinkle commented about a Carillon doctor tragically killed in an automobile accident at the intersection of Jefferson Street near Carillon Clinic and Carillon Roanoke Memorial Hospital. He asked the City Manager to review the intersection and make it safer for pedestrians. Mayor Bowers pointed out that a longtime restaurant worker was also tragically killed in an automobile accident along Franklin Road in the Townside Festival area and that there must be tough intervention to promote pedestrian and crosswalk safety within the community. Council Member Ferris suggested the use of rumble strips approaching the pedestrian walkway to alert drivers and slow down vehicles. b. Vacancies on certain authorities, boards, commissions and committees appointed by Council. NONE. 12. RECESSED - 3:42 P.M. THE COUNCIL MEETING WAS DECLARED IN RECESS FOR A CLOSED MEETING AND RECONVENED AT 7:00 P.M., IN THE CITY COUNCIL CHAMBER, ROOM 450, NOEL C. TAYLOR MUNICIPAL BUILDING. 7 ROANOKE CITY COUNCIL REGULAR SESSION DECEMBER 16, 2013 7:00 P.M. CITY COUNCIL CHAMBER AGENDA Call to Order - -Roll Call. All present. The Invocation was delivered by Mayor David A. Bowers. Mayor Bowers called for a Moment of Silence in memory of Elizabeth T. Bowles, Former City Council Member. The Pledge of Allegiance to the Flag of the United States of America was led by Mayor Bowers. Welcome. Mayor Bowers. CERTIFICATION OF CLOSED MEETING. (7 -0) NOTICE: Today's Council meeting will be televised live and replayed on RVTV Channel 3 on Thursday, December 19 at 7:00 p.m., and Saturday, December 21 at 4:00 p.m. Council meetings are offered with closed captioning for the hearing impaired. E A. PRESENTATIONS AND ACKNOWLEDGEMENTS: Recognition of the 9th Annual Fire Prevention Week Art Contest winners. The Mayor presented certificates to the contest winners. B. PUBLIC HEARINGS: 1. Request of SS Acquisition, LLC, to rezone a portion of property located at 1609 Hershberger Road, N. W., from Commercial -Large Site District (CLS), to Commercial - General District (CG), for use as a bakery, confectionary, or similar food production, retail; eating establishment and drive - through facility. Michael Hicks, Agent, Spokesperson. Adopted Ordinance No. 39826- 121613 (7 -0). 2. Request of Pegasus Tower Company, LLC, to amend the Planned Unit Development Plan as it pertains to 1809 Franklin Road, S. W., to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase 11 having previously been rezoned as Institutional Planned Unit Development Plan (INPUD), pursuant to Ordinance 37269- 120505 adopted by the Roanoke City Council on December 5, 2005. Maxwell H. Wiegard, Agent, Spokesperson. Matter was remanded to the City Planning Commission. 3. Proposal of the City of Roanoke to vacate an existing storm water drainage easement located north of the intersection of Wonju Street and Franklin Road, S. W., (the former "Ukrops "), owned by Ivy View, LLC ( "Owner"), at the Owner's request, to permit further development of such properties. Christopher P. Morrill, City Manager. Adopted Ordinance No. 39827 - 121613 (7 -0). 4. Proposal of the City of Roanoke requesting authorization to execute, deliver and perform a First Amended and Restated Contract for Sale of Real Estate with South Commonwealth Partners, LLC, as it pertains to the sale of a portion of City -owned property located at 25 Church Avenue, S. E. (Market Garage) and to the grant of easements and other rights on portions of the Market Garage and other City -owned properties abutting the Market Garage. Christopher P. Morrill, City Manager. Adopted Ordinance No. 39828 - 121613 (7 -0). 7 5. Proposal of the City of Roanoke recommending authorization for execution of a Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements, subject to certain terms and conditions of the proposed deed. Christopher P. Morrill, City Manager. Adopted Ordinance No. 39829 - 121613 (7 -0). 6. Proposal of the City of Roanoke for execution of a Parking Agreement for unreserved parking permits for the City's Market Garage. Christopher P. Morrill, City Manager. Adopted Ordinance No. 39830 - 121613 (7 -0). C. OTHER BUSINESS: 1. Report of the City Manager with regard to an Economic Development Grant. Adopted Ordinance No. 39831 - 121613 and Budget Ordinance No. 39832 - 121613 (7 -0). 2. Report of the City Manager with regard to an Economic Development Grant. Adopted Ordinance No. 39833 - 121613 (7 -0). D. HEARING OF CITIZENS UPON PUBLIC MATTERS: CITY COUNCIL SETS THIS TIME AS A PRIORITY FOR CITIZENS TO BE HEARD. ALL MATTERS WILL BE REFERRED TO THE CITY MANAGER FOR RESPONSE, RECOMMENDATION OR REPORT TO COUNCIL, AS HE MAY DEEM APPROPRIATE. Patrick Corp appeared before the Council. E. ADJOURNMENT - 9:43 P.M. 1 0 STEPHANIE M. MOON, MMC City Clerk OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: clerk @roanokeva.gov December 18, 2013 Reverend Charles R. Calloway Maple Street Baptist Church 902 Fairfax Avenue, N. W. Roanoke, Virginia 24016 Dear Reverend Calloway: JONATHAN E. CRAFT, CIVIC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk On behalf of the Mayor and Members of the Roanoke City Council, I would like to express sincere appreciation to you for delivering the Invocation at the regular meeting of the Roanoke City Council, which was held on Monday, December16, 2013. Sincerely, ZA Stephanie M. Moon, MM City Clerk MAIN= cd �%LeOOhUtl,O/L IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39820 - 121613. A RESOL UTION paying tribute to Lavern L. Shepherd on the occasion of her retirement upon thirty four years of service with the City of Roanoke. WHEREAS, Ms. Shepherd, a native of Roanoke, began working for the City of Roanoke in summer of 1979, as a seasonal employee for the Parks and Recreation Department; WHEREAS, Ms. Shepherd continued working as a seasonal employee during the summers of 1980, 1981, and 1984; WHEREAS, Ms. Shepherd went on to work in the Roanoke Department of Human Services in September, 1982, in the Fuel Assistance Program; WHEREAS, Ms. Shepherd worked for the Department of Human Services for 16 years, after which time she accepted a position in the Registrar's Office for the City of Roanoke; WHEREAS, Ms. Shepherd has worked in the Registrar's Office since 1998, holding the positions of Assistant Registrar for Voter Registration, Deputy Registrar, and Acting General Registrar before being named General Registrar; WHEREAS, Ms. Shepherd was appointed General Registrar by the City of Roanoke Electoral Board on January 1, 2010; WHEREAS, Ms. Shepherd is a graduate of Brandon Secretarial College and received her Business Administration Accounting Certification in May, 1982; WHEREAS, Ms. Shepherd is the proud mother of an 18 year old son, J.K., and wife to Joe Shepherd; THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows: 1. City Council expresses its sincere appreciation to Lavern L. Shepherd for her dedicated service to the citizens of the City of Roanoke, Virginia. 2. City Council adopts this Resolution to congratulate Lavern L. Shepherd on her retirementfrom the City of Roanoke. 3. City Council instructs the City Clerk to forward an attested copy of this Resolution to Ms. Shepherd. ATTEST: Stephanie M. Moon, MC City Clerk APPROVED David A. Bowers Mayor Roanoke City Council Regular Session December 16, 2013 2:00 P.M. Statement by M. Rupert Cutler 204 S. Jefferson Street, Roanoke, VA 24011 3. Hearing of Citizens Upon Public Matters Topic: Agenda Item 6.a., Report on the "Partnership for a Livable Roanoke Valley" Good afternoon, Mayor Bowers, Members of Council, Mr. Morrill. I've asked for time on your agenda to comment on the report that will be given in a few minutes by my friend Jake Gilmer of the Roanoke Valley - Alleghany Regional Commission on the "Partnership for a Livable Roanoke Valley" initiative. Mr. Gilmer and his associates at the regional commission have worked hard to summarize, in a "Goals & Strategies" report, what they heard at public meetings and learned through public opinion surveys. My comments constitute my personal critique of their handout that has been distributed recently at public meetings. I am not suggesting that these comments represent the views of anyone other than me. I am pleased that the regional commission has taken on the challenge of trying to summarize what needs to be done to optimize our community's economic good health and protect our citizens' individual good health in the Roanoke Valley. I want to offer some suggestions as to how I think the final report could be more comprehensive and inclusive. Speaking here today seemed to me to be one way to bring my views to their —and your— attention. I acknowledge that my perspective may not have been expressed very often at the public meetings or in the public opinion polling process, but I hope the final report is as complete and representative of conditions and opportunities in our Valley as possible. Long story short, I think more should be made in this report of the economic importance and contributions to good health of both our greenway trail system and our arts and cultural organizations and events. My comments reflect my interests in protecting our natural environment —greenways along our rivers and streams are one way to do that —and in supporting our graphic artists, performing artists, and art and cultural nonprofit organizations. I cannot find the word "greenway" in the commission's report. It's not to be found under the headings "Invest in Regional Infrastructure" or "Cultivate Outdoor Amenities" or "Sustain Optimum Health" or under "Preserve the Natural Assets of the Region." Hasn't our greenway system become a hallmark and major attraction of the Roanoke Valley? Nor can I find the words "arts and culture" in the report. They're not to be found under "Economic Development" —one might think we could cultivate and market arts and cultural amenities as well and outdoor amenities —nor is it listed as comparable to natural assets. We certainly have arts and cultural assets, as well as natural assets, worthy of preservation and encouragement. I do not have time here to get "into the weeds" regarding substantiating data, but I can refer you to a couple of sources for starters. Beth Doughty's op ed in the April 7, 2013 Roanoke Times headlined "The path to economic prosperity' noted that at least 2,500 people are employed in the Roanoke and New River valleys directly engaged in providing outdoor recreational services or in manufacturing, distribution, retail and services for the outdoor market and that property values increase up to 32 percent when near greenways. And see the Roanoke Valley - Alleghany Regional Commission's own October 22, 2013 report entitled "Economic Impact of the Arts and Cultural Industry in the City of Roanoke." That brand -new report documents the fact that over 650 people are employed by arts and cultural organizations in the City of Roanoke alone, with a total payroll of four and a half million dollars. Sounds like economic development to me. Perhaps the Livable Roanoke Valley report can be "tweaked" to add positive references to the value of greenways and arts and cultural organizations. I hope so. Thank you. ♦ 1 nw OFFICE OF THE CITY MANAGER Noel C.Taylor Municipal Building as 215 Church Avenue,SW, Room 364 Roanoke,Virginia 24ou ROA N O K E 540.853.2333 www.roanokeva.gov January 2, 2014 Honorable Mayor and Members of City Council: Subject: Drainage Issue - Melissa Miller This letter is in response to comments made by Melissa Miller, at the December 16'h City Council meeting, concerning drainage issues on her property which is located at 4501 Narrows Lane, S.W. The subject property is located near the southern boundary of the City in the general area of the intersection of Old Rocky Mount Road and U.S. Route 220. The topography of the area is "hill and valley," characterized by steep slopes and peak elevations rising between 150 and 400 feet above the valley floor. Notable local landmarks include Rockydale Quarries, the Summit Apartments, and Pheasant Ridge. Old Rocky Mount Road generally follows a valley formed between the surrounding peaks. Natural drainage patterns flow from upland areas to the valleys. Drainage catchment areas are relatively large and runoff is quickly concentrated and flows downslope with higher relative velocities due to the natural steep slopes. The Miller property is approximately 0.30 acres and bounded by Old Rocky Mount Road to the south and Narrows Lane to the north, and is located at the southern side of the intersection of Van Winkle Road. The property is improved with a single family dwelling and several small outbuildings. The dwelling is a frame ranch type structure and was built in the early 1950s. The dwelling is in fair to poor condition. The dwelling is sited near the center of a swale draining upland areas. An underground 24 inch diameter storm drain pipe system is located along the northern edge of the property. The drainage system is located on private property and was constructed by the property owners with available materials to carry upland runoff and provide access to the property from Narrows Lane. A drainage area of approximately 80 acres drains to the pipe system. Although the property is not within an adopted floodplain, the property suffers from periodic flooding. A map showing the location of the property in relation to the drainage area is attached for reference. The local drainage system has been reviewed by Engineering Divison staff and a conceptual plan has been prepared to improve drainage along Narrows Lane. The proposed plan recommends the installation of new larger diameter storm drain piping and inlets along the southern side of Narrows Lane. The project carries a high priority and is scheduled for construction in 2016 at a cost of approximately $250,000. While staff recommends a replacement pipe system and expects significant improvement in localized flooding and runoff conveyance capacity, it is likely the Miller property and the neighboring property to the east will continue to experience drainage issues due to the location of the dwellings relative to natural drainage paths. P Page 2 As outlined in an email to Council on December 13, 2013, alternatively, staff supports and recommends a plan where the properties located at 4501 Narrows Lane and 4513 Narrows Lane would be acquired, demolished, and drainage channels constructed. Based upon market values of the two subject properties, the project would cost slightly less than the proposed new pipe system. Ms. Miller previously requested that consideration be given to purchasing her property. The Miller property has been appraised by an independent real estate appraiser. An initial offer was made to purchase the property at the appraised value and was rejected by Ms. Miller. She has been approached about her willingness to accept an offer which is approximately 33% higher than the appraised value. Over the past several weeks, she has indicated awillingness to consider and possibly accept an offer that is twice the appraised value. Our consistent response to her request is that we are not prepared to make such an offer at the present time, but will take her request under advisement. It should be noted that in recent conversations, Ms. Miller has also asked the City to make the drainage improvements and replace her house at the Narrows Lane location.We have explained to her that the City would purchase her property which then facilitates the purchase of another house and that replacement is not a viable option. I trust the information above provides an overview of the actions of staff to the concerns expressed by Ms. Miller. If additional information is needed, please do not hesitate to contact me. Sincerely, 119-Mad TA ilL/ Sherman M. Stovall Assistant City Manager - Operations c: Council Appointed Officers Philip C. Schirmer, City Engineer • e, \ ;/ }S N--w----b---_b\ w- ii ,(,,s \ ° / * L? ° b 4 /j/ 4\ / aO ,F'/� fi 1/ °=ci ! 1_ ‘ ‘ro / _ \/ / \ � t �0/ \ \ ,7 � „al ' � V\. k �/ _ � \� •:\ \* �, 'Ail DRAINAGE AREA ' o , / I / il� . ��- 5 ; 1/ � / �� ,VA = 59.33 ACRES * '–It -.1.--i P // .Co, DRAINAGE 33 ACRES - a.n.. /LICY9 \\ I!/ / �\ I 0 LEGEND � .. ✓ . d n 111�-xy a F. " i ., ,,,�� 1vhdlek PRE anfy e V )A —1/ /- °6A .�" �o °� ,,T �" 1\ 'C >.\r a.. CITY ENGINEER 12/23/13 DRAINAGE AREA MAP I OF 1 _' ...1._ �[.oyK 4501 NARROWS LANE ,.. AS SHOO W N CITY OF ROANOKE,VIRGINIA ROANOKE 1.110 .. CITY OF ROANOKE CITY COUNCIL w . I 215 Church Avenue, S.W. Noel C. Taylor Municipal Building, Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 DAVID A. BOWERS Fax: (540) 853 -1145 Mayor December 16, 2013 The Honorable Mayor and Members of the Roanoke City Council Roanoke, Virginia Dear Mayor Bowers and Members of Council: Council Members William D. Bestpitch Raphael E. "Ray" Ferris Sherman P. Lea Anita J. Price Court G. Rosen David B. Trinkle I wish to request a Closed Meeting to discuss the mid -year performance of the Council - Appointed Officers, pursuant to Section 2.2 -3711 (A) (1), Code of Virginia (1950), as amended. Sincerely, r" Anita J. Price, Chair City Council Personnel Committee AJP:ctw a j ,qqrr ✓ CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Request to Schedule a Public Hearing: Lease of Approximately 21.5 Acres of City Property for an Outdoor Athletic Facility in the Countryside Master Plan Area Background: The City of Roanoke, as part of the implementation of the Countryside Master Plan, as amended, adopted by City Council on September 17, 2012, is proposing to lease for the construction, maintenance and operation of an outdoor athletic facility and related ancillary and accessory facilities, approximately 21.5 acres of city -owned property located within the boundaries of the Countryside Master Plan area. The property subject to the proposed lease consists of Official Tax Map No. 6421001 (10.45 acres) and a portion of Official Tax Map No. 6472302 (11.06 acres). The maximum term of such lease would be forty (40) years. Because of the term of the lease proposed, the Code of Virginia requires that the proposed lease be advertised for bidding by the public, and a public hearing held before such lease can be authorized by City Council. Subject to City Council's concurrence to this request, a copy of the proposed lease and related bid forms will be placed with the City Clerk for public information and review on or before Monday, December 30, 2013. The required legal advertisements will be placed in the Roanoke Times on January 6, 2014 and January 13, 2014. The deadline for submittal of bids to the City Clerk from interested parties will be on Tuesday, January 21, 2014 at 12:00 noon. Bids received will be opened at the City Council meeting on Tuesday, January 21, 2014 during the 2:00 pm session, and referred to the City Manager for review and recommendation. The public hearing on the bids received will be held on January 21, 2014 at the City Council's 7:00 pm session. Recommended Action: Authorize the scheduling and advertising for bids on this matter and for an opening of bids and a public hearing on January 21, 2014. Aistopher ------- Morrill --- --- City Manager Distribution: Council Appointed Officers Brian Townsend, Assistant City Manager for Community Development Stephen Buschor, Director of Parks and Recreation Christopher Chittum, Director of Planning Building and Development STEPHANIE M. MOON, MMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: clerk(alromtokeva.gov December 17, 2013 F. Gordon Hancock 3729 Forest Road, S. W. Roanoke, Virginia 24015 Dear Mr. Hancock: JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk A communication from the City Clerk advising of your resignation as a Director of the Economic Development Authority was before the Council of the City of Roanoke at a regular meeting, which was held on Monday, December 16, 2013. On behalf of the Members of Roanoke City Council, I would like to express appreciation for your service to the City of Roanoke as a Director of the Economic Development Authority from October 6, 2003 to December 31, 2013. Please find enclosed a Certificate of Appreciation and an aerial view photograph of the Roanoke Valley in recognition of your service. SMM:ctw Enclosure Sincerely, ' Stephanie M. Moon, MMC City Clerk pc: Harwell Darby, Secretary, Economic Development Authority CERTIFICATE OF APPRECIATION PRESENTED TO TO AS A DIRECTOR OF THE ECONOMIC DEVELOPMENT AUTHORITY FROM OCTOBER 6, 2003 TO DECEMBER 31, 2013 ON THIS 17TH DAY OF DECEMBER , 2013 IN RECOGNITION OF OUTSTANDING PUBLIC SERVICE FAITHFULLY RENDERED TO THE CITY OF ROANOKE I:r77ZiI�i�1i] DAVID A. BOWERS MAYOR ATTEST: .��r STEPHANIE M. MOON CITY CLERK STEPHANIE M. MOON, MMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: elerkCaroanokeva.gov December 16, 2013 The Honorable Mayor and Members of the Roanoke City Council Roanoke, Virginia Dear Mayor Bowers and Members of Council: JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIAT. WEBB, CMC Assistant Deputy City Clerk This is to advise that F. Gordon Hancock has tendered his resignation as a Director of the Economic Development Authority, effective December 31, 2013. Sincerely, Stephanie M. Moon, MMC City Clerk ,mod- w- v- �'./r-c c�-� - .�f,+ -+ � �f- G'�. �. e� . may..- .��a- rx+a- p- v�.�tr'�✓•�.t� _ MINUTES Audit Committee of Roanoke City Council Location: Council Conference Room Noel C. Taylor Municipal Building, Room 451 South Date: December 4, 2013 Time: 4:03 p.m. to 4:25 p.m. Attendees: Court Rosen, Audit Committee Chair Ray Ferris, Audit Committee Member Mayor Bowers, Audit Committee Member [ex officio] Drew Harmon, Municipal Auditor Dawn Hope Mullins, Assistant Municipal Auditor Pam Mosdell, Information Systems Auditor Debbie Noble, Senior Auditor Wayne Parker, Senior Auditor Alisha Royal, Auditor Ann Shawver, Director of Finance Dan Callaghan, City Attorney Sherman Stovall, Assistant City Manager — Operations Brian Townsend, Assistant City Manager — Community Development Jody Lawson, Payroll and Systems Administrator Debbie Moses, HRCC Director Wyatt Poats, Park Roanoke General Manager Evelyn Powers, City Treasurer Ken Cronin, Director of General Services 1. Call to Order: Mr. Rosen called the meeting to order at 4:03 p.m 2. Surplus Sales: Mr. Harmon stated that City surplus sales primarily involve retired vehicles. The audit was a routine review of surplus sale deposits for timeliness and completeness. It quickly became apparent that there were problems with supporting records, the timely disposal of retired vehicles, and associated deposits. The Fleet Manager position was open at the time of the audit and the Assistant Supervisor, who was responsible for surplus sales, was acting as interim Fleet Manager. The Assistant Supervisor resigned soon after the audit began. Due to the lack of records maintained in Fleet Management, auditors relied on auction and salvage company records to identify checks written to the City. Auditors recovered a little over $25,000 in undeposited checks. Mr. Harmon noted that a new Fleet Manager has since been hired and that management has put procedures in place that should address the identified issues. Mr. Rosen asked for questions or comments. There being none, the report was received and filed December 4, 2013 3. Delinquent Collections Turnover: Page 2 of 4 Mr. Harmon stated that delinquent collections had been consolidated under the Treasurer's Office beginning on July 1, 2013. He noted that the Director of Finance had requested a turnover audit to help ensure a clean handoff of accounts. Approximately $6.5 million in delinquent taxes were turned over on July 1 to the Treasurer's Office. The delinquent collections system that had been used for several years was antiquated and unstable, and a replacement system was under development. Based on the records available and interviews with collections staff, auditors identified no fraud or misappropriations. Mr. Ferris asked how the new collection system was working. Ms. Powers responded that the first of three phases of the system went into production on September 16. This phase is essentially a notes system that also enables collectors to establish payment plans for debtors. The system provides the capability to link together a debtor's various unpaid taxes so that collectors have a complete view of all the monies a debtor owes the City. Mr. Ferris asked if this system brought the City closer to having a one -stop shop for collecting taxes. Ms. Powers felt that the consolidation and the system were significant steps in that direction. She noted that the City's Department of Technology would be developing phases two and three of the collection system after completing the mainframe migration project. Ms. Powers briefed the committee on various aspects of collections processes in her Office, discussed staffing and training, and thanked Mr. Lawson for assistance in transitioning collections responsibilities from Finance to the Treasurer's Office. Mr. Rosen asked if there were other questions or comments. Being none, the report was received and filed without objection. 4. Purchasing Cards: Mr. Harmon noted that there were over 500 active City purchasing cards during 2012 and that $5.3 million in goods /services were purchased with the cards. Auditors visited 19 departments and reviewed their procedures for administering purchasing cards. Appropriate procedures appeared to be in place. The results of the statistical sample testing showed that all purchases were appropriate in nature, associated receipts were on file 99% of the time, and 98% of expenditures were coded to the proper account. Auditors also performed a separate analysis of purchases by card holders in pay grades 16 and higher. No issues were identified. Ms. Shawver commented on the history of the City's purchasing card program and noted that the annual audit of purchasing cards has helped the City maintain a good program. The report was received and filed without objection. December 4, 2013 5. Parking Garage Management Follow -Up: Page 3 of 4 Mr. Rosen welcomed Ms. Moses and Mr. Poats to the meeting and asked Mr. Harmon to present the report. Mr. Harmon reminded the committee of the 2011 audit of the parking garages, which was the first comprehensive look at parking operations. He stated that management and employees have made terrific progress since 2011. Nine [9] of 11 audit findings were closed and will require no further follow up. Mr. Harmon noted that management had put in place well- designed processes that help ensure parking garages will continue to be clean, well- maintained, and safe over the long -term. He commended Ms. Moses and Mr. Poats for their hard work and success. Mr. Harmon also noted the terrific collaboration between Parking, City Engineering, Facilities Management, and the Police department in addressing Parking Garage maintenance and safety. When asked for comments, Ms. Moses stated that she appreciated the kind words and that it has been a helpful journey. She has been pleased with the progress and believes they are very close to fully addressing the two remaining audit findings. Mr. Rosen stated that he is also pleased with the progress made and that the lighting and appearance of the parking garages have noticeably improved. There being no further questions or comments the report was received and filed without objection. 6. LEAN Projects: Mr. Harmon reported that Ms. Mullins participated on three LEAN project teams, which reviewed processes for potential efficiencies. He noted that audit work aligns well with LEAN reviews, using many of the same techniques and tools. Today's briefing addresses reviews of the assembly permit application and street closure notification processes. A review of E -911 staff retention is ongoing and will be shared at a future meeting. There are a great number of applications annually for assembly permits. The approval process requires several departments to review each application. The LEAN project team determined that reducing the points of entry for applications and having all departments simultaneously receive a copy of the application for review would reduce the number of days required to approve permits. These changes were implemented. As a result, the average number of calendar days to approve applications dropped from 18 to six [6]. The streets closure notification project addressed the issue of notifying affected parties when streets were to be closed for parades and similar public events. The LEAN project team identified multiple modes of communication already in use by various City departments that could be used to broadcast information on street closures. Notifications are now published on these sites providing a greater awareness of impending closures and allowing stakeholders to plan appropriately. The report was received and filed without objection. December 4, 2013 7. APA Report on Commonwealth Collections: Page 4 of 4 Mr. Harmon noted that this report was provided to Council at its regular Monday meeting. Mayor Bowers commented that it was included on the consent agenda and was not reviewed at that time. Mr. Harmon reported that the only finding was related to the appropriation of asset forfeiture funds managed by the Commonwealth Attorney's Office. The Department of Finance, City Attorney's Office, Treasurer's Office and the Commonwealth Attorney's Office are developing an appropriation request as specified by the applicable regulations. This finding should be addressed prior to the 2014 report. The report was received and filed without objection. 8. Quarterly Audit Plan Update: Mr. Harmon reviewed the plan, noting the addition of the City's bridge inspection program. A more detailed plan will be presented in March, outlining the cyclical audits currently being identified. The plan was received and filed without objection. 9. Hotline Update: Mr. Harmon stated that several hotline reports were closed this quarter. The purpose of the quarterly update is to communicate the types of issues coming through the hotline without disclosing names and departments. Mr. Harmon observed that investigations have helped identify procedural issues which were then addressed before growing into larger, more substantial issues. The report was received and filed without objection. 10. Other Business: None noted. 11. Adjournment: The meeting was adjourned at 4:25 p.m. Drew Harmon, CPA, CIA Municipal Auditor Audit Committee Secretary STEPHANIE M. MOON, MMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Room 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: clerk@roanokeva.gov December 17, 2013 Harwell M. Darby, Jr., Secretary Economic Development Authority Glenn, Feldmann, Darby and Goodlatte P.O. Box 2887 Roanoke, Virginia 24001 -2887 Dear Mr. Darby: JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CIVIC Assistant Deputy City Clerk This is to advise you that Vickie Bibee has qualified as a Director of the Economic Development Authority, for a term of office commencing October 21, 2013 and ending October 20, 2017. Sincerely, Stephanie M. Moon, MMC City Clerk Oath or Affirmation of Office Commonwealth of Virginia, City of Roanoke, to -wit: I, Vickie H. Bibee, do solemnly swear that I will support the Constitution of the United States of America and the Constitution of the Commonwealth of Virginia, and that I will faithfully and impartially discharge and perform all the duties incumbent upon me as a Director of the Economic Development Authority for a term of office commencing October 21, 2013, and ending October 20, 2017, according to the best of my ability. So help me God. VICKIE H. BIBEE The foregoing oa5 of office 4"4A2013. was taken, sworn to, and subscribed before me by Vickie H. Bibee this day of Brenda S. amilton, Clerk of th Circuit Co� Rv ��� Clerk Ill[) FORM FOR ACOU-ISITION OF EASENIE \TS IV COtitiE(`I'ION NVTT11 HOTEL PROJECT Al ' MARKET GARAGE RESPONSIBILI IN OF BIDDER: It s the We respon;ihilit ". of the bidder [o assure that its b.' i, delivered to the ptace designated Aw rya .pit A hid, drd t riot to ilic inric scl for receipt of hi.l; No in s recci'a 1'Inc. th.� t nle dc;i _natcd for .vicelpt of kids milt hr considered 1311) DUE: DATE:, TTMIi:. AND I)HAVERI` OF BID: :111 hid, are uuc on or Akre Now 12 00 p.m.. local time Mondav, Dccemhor In, 'ill _ ,and arc to he dAnucd no the address listed bc:o�, +; 1112 complC e.I 311 hotn,. to_,;, ,:: M?I1 aru- othc .i rCsi?)ents the btdcicr wishes t!. sLoul J I c cnc4 .cd u� a ,oak-'d c,r I opc ir,f A dicsscd a� hdlw,., C,nuncJ of the C_'it% of Roanoke o r� t1ei" Room -4�0 Rcun.rka. A ;% 24-11 Pi t � t Ito t loner OR Uvid conwr of wivv Tw and an :he Ka,,k o1 the welopc II': hold haters the toGoUiug ude Bid for Acquisition of Fascments in Connection with Hotel Project at Nlarket Garage, lint to Be Opened Intil the if I" Council Meeting at 2:00 p.m. on Decemher 10, 2013. Data 10, 1 1 1 11� pmpoi ce and a�:[">. it' iU Bird auepted_ to own Aw and ire b, _ nd r% Ow Mcd of f> wildi Air R ghi,_ Decd o C ondominitun I_i j-,J )c o j ,,! I,.,Iv.r.1 C:'t 1 i) .!i, ,1 ., I'. .T `.+:n I. C'❑ t I ,e ill ti'.c (tike )I ile 0t (- .Tern ini ( o! Pi make -15h Noel t'. !;) lut Municipai Holding. =15 t_hurah %enuu, SV%.. iZ, a-roke. G \ ,'t I! I I ,tthernn.. 'r e n:,dc�, _n-'d kc.dcl is .ilat,ts that it cart aria girl rompis ae pro, on� o ,u;it D_ed Kim r t edye 071d acr,cs that this l u! is for all cWornopw so 1 rh in to Mod and "h _ wo upwinnihAi v ``aly&_d_ I 1":uhed .i vi, I ld, Bid I "I'll ii ! ,or .ogai;,,ion ot C _i'ai❑ fir kiCltrs ( 'ridu ..rnnn. I nits" and 1 as '!C t I' td in l t' Do& in the snn 7 : anpouip of Q yN Qxar .a Igo ✓Snr, j. arj QQ t)l) i)f (lar, A $du, O(,O Mich ,h lu i , pa .I in CM COMM -heck. or" re vansin u a cle,ing ii' cc ..- )n ol hCOMI DCL. 20" _ 1 oR k A !"no Ai the partius 1 new i0 Bid I ii tii.lncw Kiln; 1i Kidder is a, niplete V I I"M P ncC t !ti 1_,: !'I i7Ci I? i:v11ibil hc:' ',I i711 !i 'l part ) . o, , f Bid ntcl Le l i I P] axi open ,I,r I kir, l t; bisiuesr C. , 1 �i: r1, I.L'iC i.I, ..< {_ I [ti ; -nine ii t ac ;le:1 11,!r"10 :ld r'1adC ''l Bid HiJj, agree:, L, eX ?(:u I e, cz , and PC. i !'crm iiic Performance A-01-ce n I e I It for Hotel (- I 0pU!R:t]0!-- Op laiwil. and Mumt"nalic", fflote7 Pci-toltilance Agreement), a \Lir-,cmin Riddel receipt of. Ifid: Kdd,, I lgrces t, I e\:Lcutc deicer_ and I'L'Ilor-111 a First Amended and Restated Contract for P,2,11 I'Ailc A�, Aurc,2mcrUl Riddd�:i to hue the ptoperiy referred to in the I )c�( ! and ti p�i f ,-m c. t,t i ! i ob 1 i �; at i I Orill i ,, i [ ie IivtCl I,LIC, n1lat":e \-reclllellt, a cnPr o hic!1 Su!, �rccmcn. Hi.ldci Bid Hd J� i Jha� i i.mick rid 10i j Paikin': to ohtain parking permits for u at aail, C ivo -i -J h i ) I 3 idd c: to C-Kc,:uTc- such Parking Ale(:InClll Bid I crin I he i r ca, h i f 1rc 1 cl for',} in I iW-,tchcd to the Bid I ()[,I, 1: ll> bld d t, 12'1 ❑ric tll,,- IUr fit.,! o1 am 101 I`!!j' I:tt2 4�u1 na 1 vicTi:. i, it 1� r�,:o!&d \�rn the %-!TLiilIIa St IL: Corporation " mc of hiJdvr if it ;J not "! �i Tn MVIOII 11 rsVI. \AMI� ()i BIDM RI PC, C- n .s- L.LC Mcr C,5 � a 5 AAe b--r i 1: 1 ad 11 t 1 c ,lGNil )S f 1 711) t w)f devC) f p; I( CS (, J_j ) IS-1 C ic� 1i C) 11 a S( III W iJ I BH) IORNI FOR ACO( 1 ! I P)N OF L%SEN,11A FS IN CONNIVI tON kV 1111 1 iol EL PROJECT M f NIARKLIMARAM 'I 1:c follo%s ing ,t art i> a ;,1111ma!'% r ;' th, tv,,mtw -fi\ c (24, easoneris that arc the suNct r. ratter o(T h , bid fk)r:7, Easement Purpose Cite Properh• affected Term of (Official Tax Map No.) Easement A-! S ruc'un: and support of I lotol 4015004 60 vcm t tflit� scry:LC oquipirim A I Iml A; 5VR)4 40 lean Project on me equipm ::7 nu I !too[ ANY), 40 years HIC: t t VT ic, 1; m i1 nul Pr, qw. t , a P h, W1501.1 10 years onlunminn f nkn) Spi "nkkr n ev ak w, or !i,o -if) 1 5UO-4 40 vcart, sIlppre, ,,, tem, P rk!!); um !y 10=01 v1dr-ym to I Warl 40 vem I •, \It � [,,I,: " l,l HPLA NOW i 'Ll:`IiJP,, [ {"[I:l t'PUjCC, I'll Yom \ A 4 Q G04 U vom C. q lirllil!i in � lit! to 1 X0)4 40 vem Q HIM lowco, oil W I ANP JO a Ws astern i j" A: Q—L A-, to; 11,W PA "�ec, it NIQUO 40 scars I a;.n; I I,K, A In'Whibm, A 10 m 1.4 can, Mi<f ! 'in—! X d Rc,all I)! llcrt:lc !"Iii !i,r ( m In p1l, 1 immm SIA, \"M Aukat 40; 5W PTO yew vcm B -' Hiner gency access to northwest =4015004 40 years st_iirwcll within Marker Garage B -3 Emergency access, to southwest 4015004 40 years stairtccll "ithin Market Uwagc 04 Access Ar rcnawl of trash Win 4015004 40 years Ilotcl 13-5 Easement (sir Access 401 5004 40 wars HA l..asement for Acwi 4015003 40 years C -1 Insmllation and operation of 4011700 40 years dumnster D -1 temporary construction easements I emporary, 4015004 expires upon issuance of perrnanent certifscate of occupancy for I otel Project D -1 rnpomry ckown- hon cascrnents Temporary, 401 503 expires upon issuance of permanent certificate of occupancy for Ifotel Project (Y2 1 empora, constntct on cawmait 401 17!iti Femporary. expires mp on Lswuwc of perruaIlent ccruticate of occupancy for I- I:)tcl Project EXHIBIT A TO BID FORM FOR ACQUISITION OF EASEMENTS IN CONNECTION WITH HOTEL PROJECT AT MARKET GARAGE The financial ability of Bidder to complete the Hotel Project is described as follows: South Commonwealth Partners, LLC through its affiliation with Windsor /Aughtry Company, Inc. has substantial experience in the development of urban hotels. Windsor /Aughtry is an approved developer for Marriott and is a preferred developer for Hilton Hotel Corporation. Additionally, Paul C. (Be) Aughtry, III, South Commonwealth Partners' Managing Member, serves as Chairman of Hilton's Hampton Inn Advisory Council. Since 1995, the company has built twelve hotels, with the last six having been urban infill projects on compressed sites, and five of those utilize a parking garage for their guest parking needs. Recent Project Completions: 1) Baton Rouge, LA (2013): Located in downtown Baton Rouge at the corner of Main and Lafayette Streets, the Hampton Inn & Suites is a 137 room, 7 story hotel offering expansive views of the Mississippi River, downtown, and the State Capital Grounds. The $17M hotel was constructed by Pride Construction, LLC of Memphis, TN. 2) Greenville, SC (2010): Located in downtown Greenville at the corner of Main and Broad Streets, the Courtyard Marriott is a 135 room hotel accompanied by 65,000 square feet of office and street level retail. Also included is a 250 -space parking garage. The $45M project was constructed by Triangle Construction of Greenville, SC. 3) Gainesville, FL (2009): Located in downtown Gainesville and blocks from the University of Florida and several area hospitals, the Hampton Inn & Suites is a 122 room hotel that includes 7,500 square feet of retail space. The $143M project was constructed by Pride Construction of Memphis, TN. South Commonwealth Partners, LLC has the financial ability to complete the Hotel Project at Market Garage. The proposed $17M project will be financed with approximately 26% owner equity, 70% through conventional loan sources, and 4% public grants. This financing structure of this project mirrors that of the other hotel development projects that the group has been involved in. As evidence of financing, South Commonwealth Partners, LLC has received a letter dated December 6, 2013 stating such from Wells Fargo Bank. The letter outlines that the final bank approved budget for the hotel project to be constructed at Market St. and Church Ave. in Roanoke, VA will be fully sufficient to meet all known hard and soft costs associated with the project. Specifically, the budget will include a line item consistent with the amount identified in the construction contract between South Commonwealth Partners, LLC and the general contractor. Bid Form Easements 11 20 13 V.1 EXHIBIT B TO BID FORM FOR ACQUISITION OF EASEMENTS IN CONNECTION WITH HOTEL PROJECT AT MARKET GARAGE The Bidder's commitment to complete the Hotel Project and open the Hotel for business on or before June 30, 2016, is described as follows: Historically, South Commonwealth Partners, LLC and its affiliated entities have an excellent track record of completing urban hotel developments on schedule. Our development team has worked together with the same group of seasoned architects, general contractors, and lenders over our 26 year history and over that time, have successfully completed our projects within a timely manner and always within the requirements of any municipal performance agreements. For the Hotel Project at Market Garage, we will utilize the professionals at Pride Construction to serve as our general contractor for the project. Pride Construction has 29 years of experience and has worked with our development team to complete projects in Greenville, SC, Columbia, SC, Gainesville, FL, Charlotte, NC, Baton Rouge, LA, Greensboro, NC, Johnson City, TN, and Tallahassee, FL. It is our intention to utilize the following construction schedule in order to ensure that the project is completed on or before the required date. January 2014 —April 2014: Mobilization, Demolition, and New Garage work May 2014— August 2014: Garage Sprinkler, Concrete, Masonry, Structural Steel, Framing, and Carpentry work. September 2014 — January 2015: EIFS, Insulation, Roofing, Aluminum, Glass, Interior finishing, Elevator, and HVAC work 2 "" Quarter 2015: Open for business As outlined in in the above schedule, we have established a realistic timeline for completion of the project, and have allotted ample contingency time in order to ensure that any challenges during construction do not delay the completion and opening . We are committed to taking all steps necessary to complete construction of the project, together with the City Office Space and the Condominium Walls, and open the Hotel for Hotel business by June 30, 2016. Bid Porte EasemcnLs 11 20 13 V.I BID FORNI FOR A PARKING AGREEINIENT FOR UNRESERVED PARKING PERMITS FOR THE CITY'S ,NIARKET GARAGE; RESPONSIBILITY OF BIDDER: It is the sole responsibiIil} of the bidder to <ts -sure that its bid is delivered to the place de ign,'Wd for receirl of bids and prior to the time set for receipt of bids_ No buds reccAQ after the qMv designated tur rcecipt of bids will he considered Bill DUE DATE TIME AND DELIVERY OF BID: Ali bids arc duc on or before Noon. 1210 p in. local time, Monday, December 16, 2013, and are to be delieered to the address listed behan the wompleted Bid Fonn together wit anj other documents the bidder wishes to submit. slwidd he enCks,d in a ic Sled cm elope and addressed as folio"i Council or Qhc fit% of Roanoke Co 011iee ol'the Cite Clerk. Room 45h Noel ( I apinr tilunicipal Building 21 5 (`Lurch .`wenua. S.bF ilirtnokc, l' A -461 1 Place in Cron( lamer lea- hand corner —' envelope anti inn the hack of th° cmelope in hold letters the I'ollcming title: Bid for Parking Agreement for Unreserved Parking Permits for the City's Market Garage, Not to Be Opened Until the Uhl Council M1leeting at 2:00 p.m. on December 16. 21113. Date. 1 a l I --S 113 SO Ctt, C., - c-crv4p -c_k kk S LLL opos :and aerce, r1 its I3id Qv \= of BiJd, . I, accepted. to enter rno and be bound by the Parking Agreement An Unreserved Parking Pete tit; lbr the City , 1ltrket Garage, the I Fast Pcrl nuance Agreement, turd the First Amended and Related Contract F% Sale u( lieu! Flats (Sale .Agreement) referred to in the Hotel Perfonnenee Agreement, �ohics ur %�hich tt2 t liie in the 011lce oi'thQ City t- Lik for the tity' otRbanoke, 4�6 V'oci C'. 1`<tyhn Municipal mikiding, 2if Church Aven.e. S',\ .- Roanoke, V''\ 24011, iinhermore. the urndersr .-,:1 bidder %gar rots that it ccu, and skill annply tiaith the pro Isions of such Parking` t.,ree;nent, (Intel Park rni t .ve \.,,r—anent, and Sale Agreemeni Bid Bidder tines T , rnonthl p_tcment, u;1l1 h, Made according to the rates set turih in Section �, of ur ahu%w Parking 1 :amen' is ,ach o; the Parnin�` Permits pru'ldcd be such Parking Agr anent t ir the As M. 30 puupo <c of rroridint parking ,pace, Rn Quest, i the Huse. to be c nstrueted at the 41 h , lAulga fil.,wIL Pa` rnent is due to the C'iq in accoAancc Thh he wmi fhe o arkln' k_ tc i[. �� <el a_C C� That L l ,tWnbe( Of Pdrn ll "` PCC'trlliS Thal. 4rtli '�l' '.�3lidhl.. alr2'a to ''tt'((❑ \- .,-'emen! are li (�d tJ ih� h l'P,bc�Y U) CJi)m;i m t11U 11nIC,. Bid Term I',cenQ {2Ut years. commencing A the date of issuance of a permanent certificate of occupancy for the HowL and unIng pi) years thereafter, pros =idea that the suceesstul bidder "Ill We opnons to tvnv" the term fir up to !cur id) additional We (5) year terms, for a total of A }ears Wall loll: 100", are exercised unless swrier terminated as provided fen in the Parkine �%grcement err h) la" Pursuant to the tcnm of the Parking Agreement, each option shall be aatornatieat.. exercised and the Parkin, Agreement ren:veed lbr Inch additional lire (5i veal term un -'ss to .twod by the . u „1e'. brier an provided in the Park ng Agreement. Bid liiddo aerec,, If its !,I,! m, sccepted. to execute, delis r, and perti>rm a!I Iur In, and condo[Hno w the Parking Acrccmrnl. a Perturmance Agreement for (Tote; I)eceloprnent, (>n,t ircri�r:, I)per<uion. Jr1I 1laaacnanec 010tel Pcrtixmance .Agreement), and a First m Aended and Resoled C�rllra,t for Sale of Rc,rl Iistate ',ale Agreement (Sale Agreernent). Cook: oI rvh ch P,u-knu. A��ruritcni, I101e1 Perform me Agreement, sour Sale Agreement ire on 111e In Tile t)tflcc of U u Cal Clr k. 4% Nw! lor MUNLipal Building, 215 Church Aecnuc, S "A , Roanoke. A V 4f); I. Bidder ,1-.0 n it Icrepr n rciribursc. Ills Cite Gn tF.c costs of soy ad%ernscmcnts 1ior this mte atr. S' ac brddnr , cn.npletc Icgal name, cxaetir is it is rc�r�rded ,�.!i1 the k it ninia State Corpuration ( o .tmivion (St (fir, ,w the corm L gal r.txne of holder tl it i, not a corporation. LLG 11, N.Wk OF Bl!)MA SovF1� �c: n�c�xWC��11h P�,� }rt S a (d C Me<v�bu- f� ; I'rintcd "hitici low\ L. Avyb. r�_ !Panted Name) SIRPLI AN)R!SS 1-10 NAchk hrna.I Sk,t SV;it, SOP MAIL ING =A%)R1 SG„ an 4ACO—N At12SS CChl" orcz_ V," S I;A 11, Sc. 7_IP CpDE: 3CIr o t 1111 Plfurl, tqc,A I yX ( i(�'i )_ v oo a Adder's AT r1. ntilicat E Namber \ US I 1 c\°V -0 CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Draft Strategies - Partnership for a Livable Roanoke Valley I would like to sponsor a presentation from fake Gilmer, Senior Planner, with the Roanoke Valley - Alleghany Regional Commission to present a report to City Council on the Regional Commission's "Partnership for a Livable Roanoke Valley" initiative. CMiristopher P. Morrill City Manager Distribution: Council Appointed Officers D a Am F Aill It on to] gre :Z1 En 0 I I Kurt Konrad rw lk Our Mission and Desired Outcomes "Promote economic opportunity and quality of life in the Roanoke Valley." • Invite and engage all citizens • Identify issues and opportunities • Identify priorities and goals Z` R ti • Create scenarios 0� • Define strategies • Develop a Livability Plan �oQs tY9 e �� sory Group ;ya Houelag a d4 N Qi� mittee Focus Are s O 9G °m `w a y a A� R Economics^ M + Workforce a m «~ Development 3 u p�" Focus Area outreach } r O Outrea tteach } R E Energy* Land Use I I F Environment H Health+ C> L Education ee ► Focus Area F Focus Area, Transportation w work s sessions Workbo° ks Focus Area - � tY9 e �� sory Group ;ya Houelag a d4 N Qi� mittee Focus Are s O 9G °m `w a y a A� R Economics^ M + Workforce a m «~ Development 3 u p�" Focus Area Who's Leading the Partnership Livable Roanoke Valley Steering Committee • The Honorable Lisa Garst, City of Salem - Chair • The Honorable Bobby Thompson, Franklin County — Vice Chc • The Honorable Stephen Clinton, Botetourt County • Don Davis, Western Virginia Water Authority • Lucy Ellett, Citizen Representative • The Honorable Ed Elswick, Roanoke County • Richard Flora, Craig County • Mayor Bradley Grose, Roanoke Valley - Alleghany Regional Con • Shirley Holland, Carilion Clinic • Dana Martin, VA Department of Transportation CTB • The Honorable Charlotte Moore, Roanoke Valley Area MPO • Todd Putney, Roanoke Regional Chamber of Commerce • Robert Sandel, Virginia Western Community College • Henry Scholz, Council of Community Services • The Honorable David Trinkle, City of Roanoke • Todd Putney, Roanoke Regional Chamber of Commerce 0 A Program of REGIONALCOMmiSSiOn Partnering Organizations Va��e�0 • ��'�' Imo' , B O T E T O U R T ROANOKE IROANOKE REGIONAL (PARTNERSHIP -' *FreedomFirst Credit Union NEW HORIZONS HEALTHCARE $olu:ionv for a heMlhy cammum:y. (4) CAMLIONCLINIC Inspiring better heal R'" Franklin County i \'a+vaL4ninrfv Opnorfxni+y K� f� '49w COUNCIL OF BLUE RIDGE COS COMMUNITY N< CoNS;RVANCy SERVICES Roanoke rTr ..,.iytr l < . • • Coalition WORidorce NETWORK • /1 RR R � R • R � • . � � Rwn +ke VallnY-�IIeRM1any REGIONAL commission XVDOT W E S T E R N V I R G I N I A WATER AUTHORITY A Program of �REGIONALCOmmission All-Stakeholder Meeting Trend analysis SWOT analysis 01 tw Akk Framework for the Future Workshop P roce Livability Strategies Workshop Steering Committee meetings, Stakeholder Committee meetings Focus Area Sub - committee meetings Roanoke Valley Livability Plan http: / /ideas.livableroanoke.org open for public comment IMIR `- w I ?conomic development, job creation, keeping jobs in.. Clean water and air Preventive health care and lowering health care costs Educational options and academic performance Fire and police services Energy efficiency and local energy sources Affordable and accessible housing Transportation options and efficiency 4 Bringing people together for a sense of community 39 Land development in existing communities 25 -1 Local arts and culture 23 41J 0 20 40 60 80 100 85 ?6 ^$ 68 5] 0 20 40 60 80 100 LIVABLE ROANOKE VALLEY VISION &GOALS Our Vision We are living the dream. Beautiful mountains. Clean rivers and streams. People who care. The Roanoke Valley is filled with promise. To make the most of these opportunities, we will work to provide quality education, access to healthcare, work and career opportunities, responsible stewardship of the environment, and greater regional cooperation. As we strive to fulfill our promises, we will be the destination for individuals, families and businesses who share the same dream that we do. MA Program of REGIONALCOfT Mission Goals of Livable Roanoke Valley Economic Development: Creating jobs, increasing incomes and growing businesses to improve the quality of life for all residents of the Roanoke Region. Workforce Development: Providing access to job training and educational advancement by fostering a culture of lifelong learning for people of all ages and abilities. Healthy Roanoke: Mobilize community resources to improve access to care, coordination of services, and promote a culture of wellness. Natural Assets: Working collaboratively to preserve the historic and natural assets of the region. 0 A Program of �REGIONALCOI' Mission LIVABLE ROANOKE VALLEY DRAFT STRATEGIES AND ACTIONS ECONOMIC DEVELOPMENT Economic Development Invest in Regional Infrastructure We will make strategic public /private investments in regional infrastructure that provide competitive advantages for businesses and institutions Regional infrastructure investment decisions will be made to obtain the greatest public benefit. • Provide Large, Market -Ready Industrial Sites • Redevelop Small Industrial Sites • Provide High -Speed Broadband • Improve the Mobility for Freight, Business Travelers, and the Workforce 0 A Program of REGIONALCOMmissiOn Economic Development Innovate Through Higher U Education We will create an environment and culture in the Roanoke Valley that promotes innovation and supports entrepreneurs. We will actively pursue partnerships with local universities and colleges to create new business opportunities and a strong workforce in the region. • Host an Annual Regional Internship Fair • Bring Alumni Back to Region • Create Online Academic Clearinghouse 0 A Program of REGIONALCO11 mission Economic Development Cultivate and Market Outdoor • •� Amenities We will make the Roanoke Valley region the most desirable place in Virginia to live, work, and play. We will actively market our outdoor brand and invest in quality of life assets, as they can be a catalyst for broader economic development. Our unique outdoor assets will attract a talent stream for existing industries and will encourage entrepreneurs to relocate their businesses here or create new businesses. Enhance Sports Tournaments Package and Sell Current Outdoor Amenities Create Outdoor Ambassadors Create a Premier Outdoor Adventure Destination Provide More Unique Accommodations AProgram of REGIONALCOfi Mission WORKFORCE DEVELOPMENT Workforce Development = Match Training Opportunities to Employer Needs We will monitor, continually evaluate, and identify needed improvements to the workforce continuum of training opportunities in the region to ensure that it meets the needs of citizens and employers. • Develop and Maintain Data Exchange • Create Relevant Career Paths A Program of REGIONAL commission 4; Workforce Development Align Economic &Workforce Investments We will work to align workforce investments with the needs of existing and emerging industries in the Roanoke Valley. We will coordinate workforce and economic development programs and investments in order to maximize employment opportunities in the region. • Form a Regional Workforce and Economic Development Network • Create Industry Sector Partnerships • Track Outcomes of Network and Partnerships 0 A Program of REGIONALCOfT mission � Workforce Development Prepare Students for Careers in High Demand Fields We will explore the development of a regional career and technical education (CTE) program, including science, technology, engineering and mathematics (STEM) Programs. We will offer courses not currently provided in local schools, pool resources to allow divisions to hire more instructors, and purchase state -of- the -art training equipment. • Form Regional Task Force • Develop Feasibility Analysis • Engage Industry and Employers A Program of REGIONALcommission HEALTHY ROANOKE VALLEY 4DHealthy Roanoke Valley Coordination of Care We will develop a centralized coordination of care system that connects residents to medical resources available in the community and helps these residents enter and navigate through the system. • Identify & Implement Coordination of Care Best Practices • Enlist Local Partners • Form Coordination of Care Forum A Program of REGIONALCOCT mission . Healthy Roanoke Valley � Improve Access to Healthcare Services We will work to attract, recruit, and train healthcare providers (primary care, behavioral health, and oral health) to achieve increased capacity in delivering health care and other health - related services to the uninsured, Medicaid - eligible, and other vulnerable patients in the Roanoke Valley. • Identify Provider Capacity Needs • Increase Healthcare Providers • Create Community Dental Clinic = A Program of REGIONALCOIl1Mission CM Healthy Roanoke Valley • • • Broaden Wellness Support Services We will support existing and new programs at schools, community- and faith -based sites, and at the workplace that improve access to healthy foods; offer physical activity and health promotion opportunities; and align with strategies to decrease risky behaviors (alcohol, tobacco, and other drug use in youth and young adults). • Develop Obesity /Risky Behavior Forum • Track Wellness Indicators • Identify Wellness Funding and Other Resources A Program of REGIONALCOCC mission NATURAL ASSETS \ Natural Assets Preserve Scenic Land We will support the redevelopment of smaller ( <100 acres), existing industrial, warehouse, or office sites within the region. We will strive to provide additional incentives and critical infrastructure improvements to increase the marketability of these sites. We will also protect the most valued scenic views in the region, especially those from the Blue Ridge Parkway and the Appalachian Trail. Viewshed protection will occur through volunteer mechanisms, such as land conservation and tree canopy improvements. • Protect Ridgetops and Viewsheds • Encourage Infill and Redevelopment 0 A Program of REGIONALCOCT1Mission Natural Assets Encourage Energy Efficiency & Renewable Energy We will support the adoption of energy efficient building code standards, the removal of permitting barriers, and the development of incentives programs that promote the installation of renewable energy systems. We will advocate increasing the percentage of renewably- sourced energy serving the region. • Provide Energy Efficiency & Renewable Energy Incentives • Encourage Utilities to Use Renewable Energy 0 A Program of REGIONALC011 mission � Natural Assets Improve Air and Water Quality We will explore developing a regional stormwater banking program that allows property owners an option of exercising stormwater credits or a pay a fee to meet stormwater management requirements. We will improve air quality by expanding mobility options by increasing access to bicycling, walking, public transportation, ridesharing, vanpooling, and carpooling • Develop a Stormwater Banking System • Increase Alternative Transportation Options 0 A Program of REGIONALCOCT Mission Next Steps (2013 -2014) Brief Local Boards & Councils on Draft Strategies Complete draft Livable Roanoke Valley Plan Finalize case studies and best practices for each goal area. Steering Committee reviews draft plan Steering Committee holds public hearing on the plan Steering Committee adopts the Final Plan Print and distribute the final plan Seek endorsement by Local Boards & Councils Seek endorsement by non- profits and regional organizations Hold Livable Roanoke Valley Implementation Summit Support champions to implement the strategies Pursue funding an partnerships to support our work 0 A Program of REGIONALCOMMission PUBLIC - DRIVEN PROCESS LIVABLE ROANOKE VALLEY REGIONALcom fission We engaged with the public DATA COLLECTION PUBLICWORKSHOPS Two workshops STEERING COMMITTEE The Livable Roanoke Valley Steering Committee STAKEHOLDERCOMMTTTEE The Stakeholder Committee FOCUS AREA SUB-COMMITTEES Focus Area Subcommittees throughout the entire planning —64 public, private, and non-profit entities throughout the Roanoke Valley responded to public were held in October is tasked with engaging the region's decision- is responsible for directing met several times throughout process to inform the outcomes of each phase. Utilizing multiple the livability gap analysis survey. 2012 and 2013 to gain key makers, community leaders, underrepresented and citizens. This committee guides the public involvement process and is composed the process to define goals and identify key strategies mediums for outreach, We sought to —The Virginia Tech phone survey reached over 1,000 Valley residents. public feedback at milestones. Satellite groups, the entire process, including the development, of two representatives from for economic development, engage the greatest possible range — Valley residents logged onto ideas. workshops were also held review, and adoption of the plan, as well as each Focus Area Sub- workforce development, healthy of parOdpants and perspectives, including those who have been livablemanoke.org to respond to polls and around the same time in the guidance and oversight of the Technical committee. Roanoke Valley, and natural previously underrepresented. sharefeedback partner jurisdictions. Committee and Stakeholder Committee. assets LIVABLE STRATEGIES WORKSHOP, OCTOBER i9, ioi3 bapallivablemanoke.org hfrp:Oiideas.livableroanoke.org GOALS & STRATEGIES E LIVABLEROANOI<E VALLEY � REGIONALCOmm i5510n ECONOMIC DEVELOPMENT GOAL Creating lobs, increasing Incomes and growing businesses to improve the quality of line for all residents of Roanoke Region. DRAFT STRATEGIES Invest in Regional Inl tructure We troll make T shat gi p Iddp- I- I t egonal hat h Ib ip vb p Ili ovanteges Mfor businesses and inset Tons Regional Thrimstruo turd investment there ons will Be made to obtain the greatest puck benefit, 1. Brand. Large MarketAeady Industrial Sites. Increase the Roanoke Vauey's competitive adi tage in industrial and manufadunng recruitimi by creanng larger 1, 100 eve) rearkehre dy sites, 2 Redevelop Small Industrial Sims. sport the m elapmeni of smaller (<f 00 acre) existing industrial, warhouse or office rtes either The region, d. Provide Hhen",eed Broadband Recognize broadband as mural infrastructure and powds access to high -speed broadband to schools, make - Trial parks, large employers and other economic canters a. Improve the Mobility for Freight Business Toasters. and IM WorMOrce. Improve Trans. ponala n moaley by reducing interstate highway 9 d ., expanding p M transportation, Providing otermadal d fai and making air service more reliable and affordatte, ®Innovate Through Higher Educ fo We will create an environment and cuBum in the Roanoke Valley that promotes innovation and supports entrepreneurs. We will actively pursue partnerships with local universities antic hates to create new business opponunibea and a strop worklaoe in the e B shin. 1. Meat a Reglonaitnremahip Fair. The area's colleges and universities students regarding a regional loyme ship lair to educate a quality regaNlf T emegion, of caring Alm and theq gi III of The region, 2 Barg Alumni Back to Region. Develop our marketing s and uegytobng - I region live, or unVe h back 1 The area to visa, "r or atanabus 1. Create an Online Academic Cleannamation offerings. a r matinee, for base Ofnlmmation brit, and for the protect, fpogram ton and fora lreatiy exist programs and aB 3nGes 'bat may not already eX al. Cult bete and Market Outdoor Amenities VYe will f make the Roanoke Valley region the most desirable place in Virginia to I've, work, and play VJa w fl actively market our outdoor Wand and Invest in quality of life assets, as they on be a calaysuor broader economic development. our unique outdoor assets will attract a talent stream for misting industries and Pat encourage antnpreneure to relocate their businesses here or ..as new businesses. 1. Enhance Spina Tournaments. Protect and enhance our ogion a position as a sports Muma- ment destination by ensuring that we have promer athletic lacbbes. 2. Package and Sall Current Outdoor Amenities. Package our wren) outdoor adventures Nat will LIVABLE STRATEGIES WORKSHOP. OCTOBER 29, zoy help viabon plan and purchase their experience and provide improved signage and wayfirdeg to all outtloor amenities. ]. Create OUttloorAmbaasatlon. Createoutdoor ambassadors of our citizens through an Internal marketing campaign to encourage famnanty, knowl- edge. and excrement about our agenngs. d. Create a Premer Outdoor Adventure Destination. Create a premrer outdoor adventure destination that features our water sports, tioyce, tl trot offerings. S. Provide Mom Unique Accommotlahons Increase the sunfish, of campgrounds before, and unique accommodations in Me region. WORKFORCE DEVELOPMENT GOAL Providing access to job (raining and educational advancement by fostering a culture of lifelong learning for People of all ages and abilities. DRrTFr STRATEGIES Match Training Opportunities Komori to Employer Nestle VJe vAll monitor conlinualty evaluate, and iden- dN neetleo Improvements to the workforce ontinuum of training opportunities in The region to ensure that it meets The needs of citizens and employers, L Dewlap and Maintain Daft Exchange. Maintain robust data exchange environment to poonde cursers yeth access I" information an bi and future jobs the g 2. Crest.11.1exannCubmarlaelft. C al Mlorca development al paths t t The ewlPrig needs of d try AIPW Align Worliffence and Economic Development m Investments We Kill work to 19 Mlortenvest- i/ " r me 6 win me needs of - 1 g and emerging auddines o d economic Roanoke Valet'. me veil grams ate invest me and rder t development eenl programs and investments inordertomaximizeemploymentopportu- nitiesin a region. 1. Formo Regional work. For and Regional Wardome and Network. F R N V increase and ECO Development cu Network to -nvg. data interaction with f netlucal on traring data collection tl sharing. - 2. Create Induorp Sector Partnership, industry I partnerships that include emplo y ers educational institutions , tli g , and woMlorce poinders, and development at develop gin aM1 I - d any focus, dick Outome.f Network land Prespoees and J. Truk OUtnd sac of Network and s and r s results s. Develop and Track on and and results al the work of The network and industry sector paMer- ships, Prepare St in dents for Careen in High Demand Fields Wt will explore the development of a regional career and technical education (CTE ) program, ill including suence, technology, engineering and main- amateur (STEM) Programs year vas offer courses not ca evil N provided in local schools. . Col resources allow divisions to hire more abo ors, and purchase ante -of- the-art tlia equipment i. Form Regi onal Task eOa. Forma regional GTE Task fortetovacatetheficiale u of on program regional bereer and techncal education program. 2. Develop Feasibility Analysis. Explorethefeasi- bii t, of also providing adult wvMforte training al the me location, J. Engage Industry and Employers. Engage local Industries regarding their needs and support far a CTE program. HEALTHY ROANOKE VALLEY GOAL A community whore all are empowered to chave and sustain optimum health. DRAFTSTRATEGIES Coordinate Healthcare Resources Mwall develop centralized coominawn of care system rat connects residents to medical resources available In the comma rely and helps these residents enter and navigate through the system. t. Identify CoaNinalion of Care Best Priefites. ® Identify arriandcam coordination best practices oaths Virginia and throughout , Enlis Me nation. 2 Enlistsorces to supp tthe system. organizations and resources at support the system. ]. Farm Coordination of Can Forum. Create a cooly system of carefommto guide Me developmenT Anne system. Imp A es to Healthcare Balance. We wilt work to n t monat, and l in heaftmare providay II Ipn ry ,belt vo Ihealth. tl Ihealth) to r-- ach- increased capacity in delivering h pure re and other M1 Wnlatetl sonorous to N d Mealcurebeligible, and other whemble patients in the Roanoke Valley 1.Identify Provider Capacity Needs. Identify the capacity needs of safety net healthcare providers who a e Me uninsured, Medicad- elgible, and o.er wlnnrable patients, 2. Increase Healthcare Pmaiders. Increase the number of Trained healthcare providers in primary ore, behaveoral h lth d onal health "..Haiti J. Creat. Community, Dandal Cho M Eam M1the region first community central c e, to Provide service to the d Ifediotl ligible and other Pulneratile patients. Broaden Minutes. Support S ices We WIT support /4A existing p g t actmols, community- and inner based Ste, and at th rkpl that prove access to healthy foods n physical Try and health pronaso risky b opportunities ' T9 tobaced, and other decrease Shat h o (alcohol adults). barn and other 1. Duseoyou.antlyoung Behavior 1. Develop led siryce,pr Behavior FONT. Launch an humans service - provider's fomm across health and human seMcaz drscplines to address obesity and risky behaviors. 3. Trick Wellness Indicators. sline, a Establish common measured elements a baseline and tar gals that ben be 9 level of tl and s in One to Roanoke the Valley success gion and level of wellness In Inn Roanoke rly collaborative region. ]. funding pporesa Funding. for organizations the funding opportunities for omanizness p in o the fomm to hale support high -phony wellness programs or pnonges. NATURAL ASSETS GOAL Waiting mllaborefivey to preserve the historic and natural assets of the region. DRAFT STRATEGIES Preserve Sean c Land Vat 11 stimi our most valued sannove areas ae scenic views .nth espe< Ilyth fi to BI Ridge P rkwaY and 1^e Appalachian mexisting supporting redevelopment - i b and 1. sleet Take d n l , e Clue and pro mky to t g ob a W wit stcow.mde arncenttree ale lc infrastructure imprrovemants to ncrease the ru,b bPay of These anse. n projection through volunteer m <mh a a , such land d conservation nantlt offrop improvements. Protect ffid Ittafthands. Enamor hipronty dig lops and vareasherls, such a ones near Ne Blue R tlge ll and and the Appalachian e Tread. 2 EncoungalMlopme MMvelopment Inal and e co and redevelopmenteldustingindustrialantl commercial infill. Mownfield and greyfieltl sites areas Encourage Energy Efficiency and Renewable Energy M wan support The adoption of enemy eff- entbuilding code standards, the of Remaining barivers. and tM1 dernelopment of " marroves programs that prorate the nstallatan of renewabl energy systems Vie will advocate increasing the percentage of oneakedy- sourced energy serving the region f. Ridable Energy Efficiency 6 Renewable Energy In entivea Browder energy andenry and renew Theenergy " incentives for commercial and redden tit ahKah., 2. Encourage Utilities to Use Reassemble Energy. Support a renewable energy poniolm standard for energy utilities, Improve Air and Water Quality Wt will explore developing a regional atatmwater banking program That allows property owners an option I exercising summoner dl Paying a fee to meet starrowther management q I. We win expand offahly ophors by increasing a cal to boycT g, walking , public transportation ,ntl nanng, vanpoolog, and po g. 1. Develop a Stormvnter Banking System. Initiate the development of a regional starmwater banking system that allows property owners to pay a fee to meal Ire stormwter requirements, 2. Increase Alternative Transportation Options. Increase the number of on and on- street bike Veils, miles of aidewalks, bus routes and stops, and progams for Ldesharing, vanpooling, and cagaolmg, Voice your feedback on the strategies and priorities in- person at the Livable Strategies Workshop or online at hftp: / /ideas.l iva ble roanoke.org STEPHANIE M. MOON, MMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Cluire6 Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 'relepkane: (540) 853 -2541 Fax: (540) 853 -1145 E -mail clerkCa?roanokeva.gov December 17, 2013 Hawatha Nicely, Chair Western Virginia Workforce Development Board 108 N. Jefferson Street, S. W. Roanoke, Virginia 24016 Dear Ms. Nicely: JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk I am enclosing copy of Resolution No. 39821 - 121613 acknowledging and recognizing Workforce Investment Act ( "WIA ") funding from the Virginia Community College System in the amount of $1,487,685.00 for the Adult Dislocated Worker and Youth program for the award period of July 1, 2013 - June 30, 2015, the Workforce Investment Act Incentive Award in the amount of $2,500.00 for the award period of July 1, 2013 — June 30, 2014, and additional funding in the amount of $30,000.00 for the Dislocated Worker program for the award period of June 24, 2013 — June 30, 2014, the foregoing funding to be administered by the Western Virginia Workforce Development Board ( "W DB "). The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013. Sincerely, Stephanie M. Moon, MMC City Clerk Enclosure PC: Christopher P. Morrill, City Manager Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Amelia Merchant, Director, Management and Budget 04(- -- IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA \ The 16th day of December, 2013. No. 39821- 121613. A RESOLUTION acknowledging and recognizing Workforce Investment Act ( "WIA ") funding from the Virginia Community College System in the amount of $1,487,685 for the Adult, Dislocated Worker and Youth program for the award period of July 1, 2013 — June 30, 2015, the WIA Incentive Award in the amount of $2,500 for the award period of July 1, 2013 — June 30, 2014, and additional WIA funding in the amount of $30,000 for the Dislocated Worker program for the award period of June 24, 2013 — June 30, 2014, the foregoing funding to be administered by the Western Virginia Workforce Development Board ( "WDB "). WHEREAS, pursuant to the Workforce Investment Act, federal funding is provided to support various programs in support of various client populations as more particularly described in the City Council Agenda Repot dated December 16, 2013; WHEREAS, on February 28, 2013, the WDB was designated as the fiscal agent for WIA funds and administers the federal funds provided by WIA through the Virginia Community College System for Area 3, the designated area which encompasses the counties of Alleghany, Botetourt, Craig, Franklin, and Roanoke, and the cities of Covington, Roanoke, and Salem; WHEREAS, WIA funding for the award period July 1, 2013 — June 30, 2015, in the amounts of $1,487,685 and $2,500, will be allocated, respectively, for the Adult, Dislocated Worker and Youth program, and the WIA Incentive Award for outstanding performance, as designated in the City Council Agenda Report dated December 16, 2013; R- Acknowledge Westem VA Workforce Development -WIA Programs. 12 -16 -13 WHEREAS, additional WIA funding for the award period June 24, 2013 — June 30, 2014, in the amount of $30,000 will be allocated for the WIA Dislocated Worker program as designated in the City Council Agenda Report dated December 16, 2013; and WHEREAS, the WDB requires an acknowledgment and recognition by the City of WIA funding in order for the WDB to administer such funding. THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows: Council acknowledges and recognizes for the purpose of administering the Western Virginia Workforce Development Board, WIA funding in the amount of $1,487,685 from the Virginia Community College System, with no local match from the City, to be used during the award period of July 1, 2013, through June 30, 2015, for the purpose of administering WIA programs for the Adult, Dislocated Worker and Youth client populations, as more particularly set out in the City Council Agenda Report dated December 16, 2013. 2. Council further acknowledges and recognizes for the purpose of administering the WDB, WIA Incentive Award funding in the amount of $2,500, with no local match from the City, for outstanding performance by the WDB for the award period of July 1, 2013, through June 30, 2014, to be used for WIA client populations. 3. Council further acknowledges and recognizes for the purpose of administering the WDB, additional WIA funding in the amount of $30,000, with no local match from the City, for the award period of June 24, 2013 — June 30, 2014, to be used for the Dislocated Worker client population. 4. The City Manager is directed to furnish such additional information as may be required in connection with the acknowledgement and recognition of the foregoing funding. R- Acknowledge Westem VA Workforce Development -WIA Programs.12 -16 -13 2 The City Clerk is directed to provide an attested copy of this Resolution to the Western Virginia Workforce Development Board. ATTEST: City Clerk. R- Acknowledge Westem VA Workforce Development-WIA Pmgrams.12 -16 -13 �M- qV To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Funding for Western Virginia Workforce Development Board Workforce Investment Act (WIA) Programs Background: The City of Roanoke is the grant recipient for Workforce Investment Act (WIA) funding, thus, City Council must recognize the funding for all grants received in order for the Western Virginia Workforce Development Board to administer WIA programs. On February 28, 2013, the Western Virginia Workforce Development Board was designated as the fiscal agent for WIA funds and, therefore, administers the federally funded Workforce Investment Act (WIA) for Area 3, which encompasses the counties of Alleghany, Botetourt, Craig, Franklin and Roanoke, and the cities of Covington, Roanoke, and Salem. WIA funding is for four primary client populations: • Dislocated workers who have been laid off from employment through no fault of their own. Services provided these individuals include intensive job search assistance and employment counseling, additional training to upgrade skills or obtain initial certification or degree, on the job training and supportive services. • Economically disadvantaged individuals as determined by household income guidelines defined by the U.S. Department of Labor. Services provided these individuals include intensive job search assistance and employment counseling, additional training to upgrade skills or obtain initial certification or degree, on the job training and supportive services. • Youth who are economically disadvantaged, or who have other barriers to becoming successfully employed adults. Services provided these individuals include career counseling and exploration, incentives to remain in school, work readiness classes, summer work program, mentoring, tutoring and post secondary education /training. • Businesses in need of employment and job training services. The Western Virginia Workforce Development Board has received a Notice of Obligation, from the Virginia Community College System, allocating total WIA funding of $1,487,685 for the Program Year (PY) 2013 Adult ($476,735), Dislocated Worker ($511,136), and Youth ($499,814) programs for award period (July 1, 2013 -June 30, 2015). Ten percent of these funds may be used for the administrative functions of the board. The Western Virginia Workforce Development Board has also received a Notice of Obligation, from the Virginia Community College System, allocating $2,500 of PY201 1 WIA Incentive Award, for exemplary performance during PY201 1, for award period of July 1, 2013 to June 30, 2014. In addition, the Western Virginia Workforce Development Board has received Notice of Obligation, from the Virginia Community College System, allocating an additional $30,020 PY2012 WIA Dislocated Worker program funding for award period (June 24, 2013 -June 30, 2014). Considerations: Program Operations - Existing activities will continue and planned programs will be implemented. Funding - Funds are available from the Grantor agency and other sources as indicated, at no additional cost to the City. Recommended Action: Recognize the Western Virginia Workforce Development Board PY2013 WIA Adult, Dislocated Worker and Youth funding of $1,487,685 for award period July 1, 2013 to June 30, 2015; PY201 1 WIA Incentive Award of $2,500 for award period of July 1, 2013 to June 30, 2014 and additional PY2012 WIA Dislocated Worker funding of $30,000 for award period of June 24, 2013 to June 30, 2014. City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Jane R. Conlin, Director of Human /Social Services 2 J' IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39822 - 121613. A RESOLUTION accepting a Community Catalyst Funds of Foundation for Roanoke Valley (FRV) Ails at Work Grant; approving and confirming the application process for such FRV Grant; authorizing the City Manager to sign any documents required by the FRV to accept such Grant; authorizing the City Manager to sign any Subgrant Agreement with the Roanoke Symphony Orchestra ( "RSO "); and authorizing the City Manager to provide additional information, to take any necessary actions and to execute any additional documents needed to obtain, accept, receive, implement, administer, and use such funds. WHEREAS, in 2013, the City, with support from the Roanoke Arts Commission, applied for and subsequently received an Arts at Work Grant from the FRV in the amount of Forty Thousand Dollars ($40,000); and WHEREAS, City staff recommends that the City add an additional contribution of $20,000 from the City's grant matching account, all as further set forth in the City Council Agenda Report dated December 16, 2103. THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows: The City hereby accepts the Community Catalyst Funds of Foundation for Roanoke Valley (FRV) Ails at Work Grant in the amount of Forty Thousand Dollars ($40,000), with the City providing a contribution of Twenty Thousand Dollars ($20,000) in additional funds, all as more fully set forth in the City Council Agenda Report dated December 16, 2103. 2. City Council hereby approves and confirms the application process for the FRV Grant as set forth in the above Agenda Report and authorizes the City Manager to sign any documents required by the FRV to accept such Grant, including the on -line Grant Terms and Conditions Agreement referred in such Agenda Report. 3. The City Manager is authorized to sign a Subgrant Agreement with the Roanoke Symphony Orchestra on such terms as the City Manager deems appropriate in order to allow the RSO to assist the City in the management and administration of such Grant and City funds. 4. The City Manager is further authorized to provide any additional information, to take any necessary actions, and to execute any additional documents needed to obtain, accept, receive, implement, administer, and use any of the FRV Grant and additional City funds, including any additional Subgrant Agreements that may be needed to use such funds. 5. The Subgrant Agreement with the RSO mentioned above together with any other documents and /or any other Subgrant Agreements mentioned above are to be approved as to form by the City Attorney. ATTEST: 2 City Clerk. IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39823- 121613. AN ORDINANCE to appropriate funding from the Foundation for Roanoke Valley for the Arts at Work Grant, amending and reordaining certain sections of the 2013 -2014 Grant Fund Appropriations, and dispensing with the second reading by title of this ordinance. BE IT ORDAINED by the Council of the City of Roanoke that the following sections of the 2013 -2014 Grant Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows: Appropriations Overtime FICA Fees for Professional Services Advertising Supplies Equipment Rental /Lease Revenues Arts at Work Grant FY14 - FRV Arts at Work Grant FY14 - City Arts at Work Grant FY14 - Other 35- 310 - 8147 -1003 $ 1,347 35- 310 - 8147 -1120 103 35- 310 - 8147 -2010 46,000 35- 310 - 8147 -2015 8,300 35- 310 -8147 -2066 250 35- 310 - 8147 -3070 9,000 35- 310 - 8147 -8147 40,000 35- 310 - 8147 -8148 20,000 35- 310 -8147 -8149 5,000 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: City Clerk. 9M CITY COUNCIL AGENDA REPORT wr To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Acceptance of a Community Catalyst Funds of Foundation for Roanoke Valley Grant to Support Parks and Arts Program in 2014, and Authorize a Subgrant Agreement with the Roanoke Symphony Orchestra and Related Matters Background: City Council adopted the City of Roanoke's first Arts and Cultural Plan as part of the City's Comprehensive Plan in August 2011. Since then an Implementation Committee of the Roanoke Arts Commission has made great progress in working with community partners to implement the recommended actions in the three sections of the plan: Vibrant Region- Healthy Economy; Livable Communities - Engaged Neighborhoods; and People, Education and Lifelong Learning. Several of the actions in the plan revolve around bringing the arts into the City's neighborhoods. In the summer and fall of 2013 the Parks and Arts Program was funded in part by a grant from the National Endowment for the Arts. The goals of the program were threefold: (i) to bring the arts into communities which might not otherwise be able to take advantage of these programs and services; (ii) to build new audiences for arts and cultural organizations; and (iii) to provide opportunities for individual artists to work in City neighborhoods. The parks where programming occurred were Kennedy Park, Eureka Park, Jackson Park, Highland Park, Washington Park, Mill Mountain Park and Elmwood Park. The Arts Commission applied for and received a $40,000 grant in early December from the Community Catalyst Funds of Foundation for Roanoke Valley (FRV) to produce Parks and Arts in 2014. The grant was awarded under FRV's "Arts at Work" category. With a smaller budget than in the inaugural year the Parks and Arts Committee is recommending programming occur in fewer parks, but will select one in each quadrant of the city. A copy of the grant award letter dated December 2, 2013, is attached to this report. A copy of the required on -line Grant Terms and Conditions Agreement is also attached to this report. The Roanoke Symphony Orchestra (RSO) has agreed to provide management services for handling the contracting, oversight, and payment of artists and performers, like the RSO did for the prior 2013 Program. RSO's management fee for such services will be $3,000. Considerations: The funding recommended by staff for the project totals $65,000. The grant from the FRV will provide support for the project in the amount of $40,000. The City will add a contribution of $20,000 from the City's grant matching account. A corporate sponsorship of $5,000 will also be sought. The funds for this project will be used to hire artists, performers and organizations to present hands on family friendly programming, market the program, pay the RSO management fees and rent or purchase necessary equipment. The anticipated expenses break down as follows: Artist and Organizations Fees $43,000 Management Fee to Roanoke Symphony 3,000 Marketing 8,300 Equipment and Sound Rental Fees 9,000 Supplies for Visual Art Activities 250 Parks & Rec Staff Overtime 1,450 Total Project Cost: $65,000 Recommended Action: Accept the Community Catalyst Funds FRV Arts at Work Grant # 20140171 in the amount of $40,000. Approve and confirm the application process for the FRV Grant set forth above and authorize the City Manager to sign any documents required by the FRV to accept such grant, including the on -line Grant Terms and Conditions referenced above. Authorize the City Manager to sign a Subgrant Agreement with the RSO on such terms as the City Manager deems appropriate, which documents and Agreement are to be approved as to form by the City Attorney. Authorize the City Manager to provide any additional information, execute such other documents, and to take any necessary actions to obtain, accept, receive, implement, use, and administer the above FRV Grant and City funds, with any such documents approved as to form by the City Attorney. Adopt the accompanying budget ordinance to establish revenue estimates for $40,000 in FRV grant funds and establish an expenditure account in the Grant Fund of the same amount. Transfer, $20,000 from the City's grant matching account #350300 - 9700 -5415, to the expenditure account established per above in the Grant Fund. City Manager Distribution: Council Appointed Officers Brian Townsend, Assistant City Manager for Community Development Susan Jennings, Arts and Culture Coordinator FEI Officers Melinda T. Chitwood Chair Susan K. Still Mire Chair A. Damon Williams Trccurn Alan E. Ronk Secretary and Executive Director Board of Governors Rita D. Bishop, Ed.D. Frank G. Carter Melinda T. Chirwood Lucy R. Eliot William D. Elliot Russell H. Ellis Tammy td. Finley Robert P. Fralin Cynthia D. Lawrence Stephen W. Lemon James W. McAllen Stephen A. Musselwhire Deborah A. Oehlschlacger Kathryn Krisch Odschlagcr Randall R. Rhea, M.D. Cynthia M. Shclor Cleo C. Sims Susan K. Still Jimmie L. Wade A. Damon Williams FOUNDATION FOR ROANOKE VALLEY Grant #:20140171 December 2, 2013 Mrs. Susan Jennings Arts and Culture Coordinator City of Roanoke 117 W. Church Avenue Roanoke, VA 24011 -1905 Dear Susan, I am pleased to inform you that Foundation for Roanoke Valley has approved a grant of $40,000.00 from the Community Catalyst Funds to be used to support the Parks & Arts Series for 2014 as indicated in your "Arts at Work" grant application. A check for the grant amount is enclosed. The Foundation requires that you provide us with a mid -year report that details the progress made on the project/program. The mid -year report is due by 05/30/14. You will also be required to submit a final report which details the impact of this grant on your agency or program and which specifically explains how the funds were used. The final grant report is to be completed by 11/28/14. If you have not already done so, please make sure you sign and submit the online Grant Agreement. These documents can be accessed by logging onto your account with the Foundation's Grant Software. We also ask that your organization publicize this grant and send any copies of resulting coverage to the Foundation. Please recognize this grant as coming from the Community Catalyst Funds of Foundation for Roanoke Valley. You may also submit good quality digital photographs — one or two images that best show your grant project, plus a brief description — that could be used for the Foundation's annual report or other publications. Please remember to always obtain a photo release from anyone that appears in the photographs. The only exception to this is if the picture is from a public event. If you have any questions about publicizing your grant, please contact the Foundation at 540 -985 -0204. We are happy to support the work of your organization. Sincerely, �lkbj %V r� Michelle Eberly Program Officer Enclosure P.O. Box 1 159 • Roanokc, VA 24006 (540) 985 -0204 • w w .fnundacionforruanokevallcy.org • Fix(540)982-8175 1bar Community foundation Susan Jennings Parks &Arts Arts of Work City of Roanoke Mr. Chris Morrill Department of Economic Development 117 Church Ave SW Roanoke, VA 24011 Mrs. Susan W Jennings Department of Economic Development 117 Church Ave SW Roanoke, VA 24011 City of Roanoke susan.jennings@roanokeva.gov 0:540 - 8535652 F: 540 - 853 -1213 susan.jennings@roanokeva.gov 0:540 -853 -5652 M:540- 309 -9760 F:540- 853 -1213 Printed On. 10 December 2013 Arts at Work 1 Susan Jennings FollowUp Form Report Fields Project Name* Name of Project Parks &Arts Project Start Date* 11/30/2013 Project End Date* 08/30/2014 Total Project Budget* $65,000.00 Amount of Request* $40,000.00 Project Summary* What is your proposed project? (Give a brief summary overview.) Provide free arts events in underserved neighborhood parks in Roanoke City Grant Agreement Terms City of Roanoke THIS AGREEMENT DETAILS THE RESPONSIBILITIES OF FOUNDATION FOR ROANOKE VALLEY AND YOUR ORGANIZATION (GRANTEE), AND THE TERMS AND CONDITIONS OF THE GRANT. Use of Funds* The grant is to be used solely for the project as described in Grantee's proposal. Any monies received under this agreement should be expended for no other purposes. Use of the grant funds is subject to modification only with the Foundation's prior written approval. Grantee will return to the Foundation any unexpended funds at the close of the project period. However, if circumstances have arisen that significantly impact the proposed project and its timeline, please submit a request for an extension with explanation in writing to the Foundation for further review Grantee will notify the Foundation if and when new grant monies have been received from other sources for the project being funded. Non - Profit Status* Grantee warrants and represents that its receipt of this grant will not adversely affect the grantee's status as a public charity under Section 509(a) of the Internal Revenue Code. Grantee agrees immediately to notify the Foundation, in writing, if: Printed On: 10 December 2013 Arts at Work Susan Jennings City of Roanoke a. Grantee's federal tax status is revoked or altered; b. Grantee has reasonable grounds to believe that its tax exempt status may be revoked or altered; or, c. Grantee has reason to believe that these grant monies cannot be or continue to be expended for the specific purposes. In the event that Grantee loses its tax exempt status before all funds under this grant are dispensed, this grant contract will be considered null and void and all obligations of the Foundation hereunder will terminate. Regulatory Compliance Cooperation* Grantee will cooperate with the Foundation in supplying additional information or in complying with any procedures which might be required by any governmental agency in order for FRV to establish the fact that it has observed all requirements of the law with respect to this grant. Grant Reporting* Grantee agrees to submit electronic reports, if requested by the Foundation, on the interim and final status of the grant. If a report is required Grantee will receive an email notice and instructions for filing the report prior to the report due date. The Foundation reserves the right to request copies of invoices that support substantial expenditures of the grant funds. Third -Party Consultant* In accepting this grant, no part of it will be used to compensate a third -party consultant unless this relationship was fully and clearly disclosed in the application Acceptance of Terms & Conditions* This grant is conditional upon Grantee's acceptance of the terms and conditions set forth herein. By selecting the "I Accept Grant Terms and Conditions" below Grantee agrees to accept and comply with the stated terms and conditions of this grant. Electronic Signature Please Note: By entering data into the next three (3) fields calling for insertion of your Name, Title, and Date, you are: (1) representing that you are an officer or other agent for the Grantee duly authorized to enter into legally binding agreements on behalf of the Grantee (2) agreeing to submit this grant application in an electronic form on behalf of the Grantee which shall be bound by its contents as an electronic transaction (3) agreeing that your insertion of data into these following fields constitutes an electronic signature. Authorized Signature:* Title:* Date:* Printed On 10 December 2013 Arts at Work Susan Jennings File Attachment Summary Applicant File Uploads No files were uploaded Printed On: 10 December 2013 Arts at Work City of Roanoke STEPIIANIE M. MOON, MMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540)653 -2541 Fax: (540) 853 -1145 E -mail: elerkCa)roanokeva.gov December 17, 2013 Cindy H. Poulton, Clerk Roanoke City School Board Roanoke, Virginia Dear Ms. Poulton: JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CM Assistant Deputy City Clerk I am enclosing copy of Budget Ordinance No. 39824 - 121613 to appropriate funding from the Federal governments grants for various educational programs, amending and reordaining certain sections of the 2013 - 2014 School Grant Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013, and is in full force and effect upon its passage. Sincerely, t Stephanie M. Moon, MMC ` City Clerk Enclosure PC: Christopher P. Morrill, City Manager Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Amelia Merchant, Director, Management and Budget IN THE COUNCIL OF THE CITY OF ROANOKE. VIRGINIA The 16th day of Decembers, 20133. AN ORDINANCE to appropna% fun ing from the Federal governments grants for various educational programs, amending and reordaining certain sections of the 2013 -2014 School Grant Fund Appropriations, and dispensing with the second reading by title of this ordinance, BE IT ORDAINED by the Council of the City of Roanoke that the following sections of the 2013 -2014 School Grant Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows: Appropriations Instructional Supplies Coordinator Teachers Social Security One Stop Service Revenues Federal Grant Receipts Local Match Federal Grant Receipts 302 - 110 - 0000 - 1070 -134H- 61100 - 46614 -3 -09 $ 5,000 302 - 160 - 0000 - 1304 -101H- 61100 - 41124 -9 -07 3,148 302 - 160 - 0000 - 1304 -101H- 61100 - 41121 -9 -07 19,497 302 - 160 -0000- 1304 -101H- 61100 - 42201 -9 -07 1,492 302 - 160 - 0000 - 1304 -101H- 61100 - 45586 -9 -07 (8,500) 302 - 000 - 0000- 0000 -134H- 00000 - 38010 -0 -00 5,000 302-160-LMAT-0000- 101 H-00000-72000-0-00 3,148 302 - 000- 0000 - 0000 -101H- 00000 - 38002 -0 -00 12,489 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with, ATTEST: %� A41 � CIpI rk`l . 1 Y ')0'- ,) December 16, 2013 The Honorable David Bowers, Mayor and Members of Roanoke City Council Roanoke, VA 24011 Dear Members of Council: As a result of official School Board action on Tuesday, December 10, 2013, the Board respectfully requests that City Council approve the appropriation requests below: New Appropriations Award Title I, Part D Detention Center Literacy Program 2013 -14 $5,000 Revised Appropriation Adult Basic Education 2013 -14 Additional Award $15,637 On behalf of the School Board, thank you for your consideration. Sincerely, c,�,..a,,,-� -Or.14 ,,,_, Cindy H. Poulton Clerk pc: Dan Callaghan Rita D. Bishop Chris Morrill Curt Baker Ann Shawver Margaret Lindsey Todd A. Putney Acquenatta Harris (w /details) ROANOKE CITY PUBLIC SCHOOLS Strong Students. Strong Schools. Strong City. School Board Todd A. Putney Chairman Suzanne P. Moore Vice Chairman William B. Hopkins, Jr. Mae G. Huff Annette Lewis Lori E. Vaught Richard Willis Dr. Rita D. Bishop Superintendent Cindy H. Poulton Clerk of the Board p: 540- 853 -2381 f: 540 - 853 -2951 P.O. Box 13145 Roanoke, VA 24031 www.rcps.info CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: School Board Appropriation Request Background /Considerations: As the result of official School Board action at its December 10, 2013 meeting, the Board respectfully requested that City Council appropriate funding as outlined in this report. The Title I, Part D Detention Center Literacy Program 2013 -14 grant of $5,000 provides federal Title I, Part D Neglected, Delinquent or At -Risk funds to support literacy initiatives at the Roanoke Valley juvenile Detention Center. This Program will be fully reimbursed by federal funds and will end September 30, 201 S. This is a new program. The Adult Basic Education 2013 -14 grant of $15,637 provides funds for the education of adults who have not completed high school. This is additional funding awarded by the Virginia Department of Education. This is a continuing program that will be fully reimbursed by federal and local match funds. The program will end June 30, 2014. Recommended Action: We recommend that Council concur with this report of the School Board and adopt the attached budget ordinance to establish revenue estimates and to appropriate funding as outlined. Ann awver Director of Finance Distribution: Council Appointed Officers Rita D. Bishop, Superintendent, RCPS Margaret Lindsey, Executive Director of Fiscal Services, RCPS STEPHANIE M. MOON, MMC City Clerk Christopher P. Morrill City Manager Roanoke, Virginia CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Room 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: clerk@nroanokeva.gov R. Brian Townsend Assistant City Manager for Community Development Roanoke, Virginia Gentlemen: December 17, 2013 Wayne Bowers, Director Economic Development Roanoke, Virginia Robert Ledger, Manager Economic Development Roanoke, Virginia JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CIVIC Assistant Deputy City Clerk I am enclosing copy of Resolution No. 39825 - 121613 appointing two (2) Board Members and two (2) alternate Board Members to the Western Virginia Regional Industrial Facility Authority; and fixing the term of the two (2) Board Members and two (2) alternate Board Members. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting which was held on Monday, December 16, 2013, Sincerely, 'U44'. rn - oew Stephanie M. Moon, MMCm City Clerk Enclosure PC: Beth Doughty, Executive Director, Roanoke Regional Partnership, 111 Franklin Road, S. E., Suite 333, Roanoke, Virginia 24011 -2111 IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39825 - 121613. A RESOLUTION appointing two (2) Board Members and two (2) alternate Board Members to the Western Virginia Regional Industrial Facility Authority, and fixing the term of the two (2) Board Members and two (2) alternate Board Members. WHEREAS, by Ordinance No. 39781-102113 adopted October 21, 2013, City Council authorized the creation of the Western Virginia Regional Industrial Facility Authority, an Authority to be established under the Virginia Regional Industrial Facilities Act by the City, the Town of Vinton, the City of Salem, the County of Roanoke, the County of Botetourt, and the County of Franklin (collectively, the "Member Localities "); WHEREAS, the Member Localities have execute the Agreement Creating the Western Virginia Regional Industrial Facility Authority and are in the process of filing a copy of the Agreement and copies of the ordinances adopted by the Member Localities with the Secretary of the Commonwealth pursuant to Section 15.2 -6402, Code of Virginia (1950), as amended; and WHEREAS, pursuant to Article II of the Agreement Creating the Western Virginia Regional Industrial Facility Authority and Section 15.2 -6403 (A) of the Virginia Regional Industrial Facilities Act, Chapter 64 of Title 15.2 of the Code of Virginia (1950), as amended, the governing body of each of the Member localities shall appoint two (2) Board Members and two (2) alternate Board Members to the Authority. THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke that: I. The following named persons be and each such person is hereby appointed by this Council as a Board Member or alternate Board Member of the Western Virginia Regional K AMeasures \Western VA Regional Industrial Facility Autlrority appoint Board Members 12 13.docx 12/10/13 Industrial Facility Authority, each such named person to take and hold office as a board member of the aforesaid Authority upon certification by the Secretary of the Commonwealth pursuant to Section 15.2 -6402, and thereafter for the term hereinafter set out opposite the name of such person: Christopher P. Morrill, Board Member, for a four -year term; Wayne Bowers, Board Member, for a two -year term; R. Brian Townsend, Alternate Board Member, for a four -year term; and Robert Ledger, Alternate Board Member, for a two -year term; Each of whom shall before entering on his duties as a Board Member of said Authority, take the oath prescribed by Section 49 -1, Code of Virginia (1950), as amended. 2. The City Clerk is directed to forward an attested copy of this Resolution to the aforementioned Board Members and to the Secretary of the Western Virginia Regional Industrial Facility Authority. ATTEST: 4- D� City Clerk. K.\Measures \Western VA Regional Industrial Facility Authority appoint Board Members 12 13 . docx 12/10/13 STEPHANIE M. MOON, MMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: clerkoroanokeva.gov December 17, 2013 Michael Hicks, Agent Commercial Site Design, PLLC 8312 Creedmoor Road Raleigh, North Carolina 27613 Dear Mr. Hicks: JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk I am enclosing copy of Ordinance No. 39826- 121613 rezoning property located at 1609 Hershberger Road, N. W., from Commercial -Large Site District (CLS), to Commercial - General District (CG), as set forth in the Zoning Amended Application No. 1 dated November 6, 2013. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013; and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon, MMC City Clerk Enclosure pc: Virginia First Savings Bank, P. O. Box 167, Winston Salem, North Carolina 27102 Clifford and Arlene Sexton, 1630 Hershberger Road, N. W., Roanoke, Virginia 24012 Lowe's Home Centers, Inc., Tax Department, P. O. Box 1000, Mooresville, North Carolina 28115 Thalhimer Fairway Roanoke, LLC, P. O. Box 840, Roanoke, Virginia 24004- 0840 Mr. Michael Hicks December 17, 2013 Page 2 Pc: First - Citizens Bank and Trust Company, P. O. Box 27131, Raleigh, North Carolina 27611 Southwest Virginia Savings and Loan Association, Corporate Accounting Department, 590 Peter Jefferson Parkway, Suite 250, Charlottesville, Virginia 22911 Towne Square, LLC, and Towne Square Joint Venture, 3333 New Hyde Park, Suite 100, New Hyde Park, New York 11042 Christopher P. Morrill, City Manager Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Steve Talevi, Assistant City Attorney Philip Schirmer, City Engineer Susan Lower, Director, Real Estate Valuation Rebecca Cockram, Secretary, City Planning Commission IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39826- 121613. AN ORDINANCE to amend § 36.2 -100, Code of the City of Roanoke (1979), as amended, and the Official Zoning Map, City of Roanoke, Virginia, dated December 5, 2005, as amended, to rezone certain property within the City, and dispensing with the second reading of this ordinance by title. WHEREAS, SS Acquisition, LLC has made application to the Council of the City of Roanoke, Virginia ( "City Council "), to have a portion of the property located at 1609 Hershberger Road, N.W., bearing Official Tax Map No. 6660108, rezoned from Commercial -Large Site District (CLS), to Commercial- General District (CG); WHEREAS, the City Planning Commission, after giving proper notice to all concerned as required by §36.2 -540, Code of the City of Roanoke (1979), as amended, and after conducting a public hearing on the matter, has made its recommendation to City Council; WHEREAS, a public hearing was held by City Council on such application at its meeting on December 16, 2013, after due and timely notice thereof as required by §36.2- 540, Code of the City of Roanoke (1979), as amended, at which hearing all parties in interest and citizens were given an opportunity to be heard, both for and against the proposed rezoning; and WHEREAS, this Council, after considering the aforesaid application, the recommendation made to City Council by the Planning Commission, the City's Comprehensive Plan, and the matters presented at the public hearing, finds that the public Rezone - portion of 1609 Hershberger Rd- TM6660108 1 necessity, convenience, general welfare and good zoning practice, require the rezoning of the subject property, and for those reasons, is of the opinion that the hereinafter described property should be rezoned as herein provided. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke that: 1. Section 36.2 -100, Code of the City of Roanoke (1979), as amended, and the Official Zoning Map, City of Roanoke, Virginia, dated December 5, 2005, as amended, be amended to reflect that a portion of Official Tax Map No. 6660108, located at 1609 Hershberger Road, N.W., and described as follows: BEGINNING at a point on the western right -of -way of Hershberger Road, N.W., said point being the northeast corner of lands now or formerly owned by Lowe's Home Center, Inc., as recorded in Deed Book 1669, Page 186; thence, along the northern line of aforementioned Lowe's Home Center, Inc., along and simple curve to the left having a radius of 3,711.54 feet, an are length of 148.43 feet and a chord bearing and distance of North 15° 25' 31" West 148.42 feet to a point; thence along a new property line the following four (4) calls: 1) North 81° I1' 18" East 45.55 feet to a point; thence 2) South 08° 48' 42" East 11.44 feet to a point; thence 3) North 81° 11' 18" East 119.63 feet to a point; thence 4) South 67° 01' 50" East 39.11 feet to a point on the southern line of Southwest Virginia Savings, as recorded in Deed Book 1430, Page 1671; thence along said southern line South 09° 24' 32" East 120.54 feet to a point on the western right -of -way of Hershberger Road, N.W.; thence along and with said right - of -way South 82° 32' 36" West 29.83 feet to a point; thence South 82° 50' S1" West 152.83 feet to the true point and place of BEGINNING, containing 0.61 acres more or less. be and is hereby rezoned from Commercial -Large Site District (CLS), to Commercial- General District (CG), as set forth in the Zoning Amended Application No. 1 dated November 6, 2013. Rezone - portion of 1609 Hershberger Rd- TM6660108 2 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: -�- �aovlj City Clerk. Rezone - portion of 1609 Hershberger Rd- TM6660108 f . . To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Application by SS Acquisition, LLC to rezone a portion of the property located at 1609 Hershberger Rd., N.W., bearing Official Tax No. 6660108. The application is to rezone the 0.61 southernmost portion of Official Tax No. 6660108, as more particularly described in the Original Application, from Commercial - Large Site District (CLS), to Commercial - General District (CG). Recommendation The Planning Commission held a public hearing on Tuesday, December 10, 2013. By a vote of 7 -0, the Commission recommended approval of the rezoning request, finding the Original Application is consistent with the City's Comprehensive Plan, Williamson Road Area Plan, and Zoning Ordinance as a portion of existing commercial property will be redeveloped for a use appropriate to the surrounding area. Application Information Request: Rezoning Owner: Allred Investment Company, LLC Applicant: SS Acquisition, LLC Authorized Agent: Michael Hicks, Commercial Site Design City Staff Person: Katharine Gray, Land Use and Urban Design Planner Site Address /Location: 1609 Hershber er Road, N.W. Official Tax Nos.: 6660108 Site Area: 0.61 acre Existing Zoning: CLS, Commercial-Large Site District Proposed Zoning: CG, Commercial - General District Existing Land Use: Retail Sales Proposed Land Use: bakery, confectionary, or similar food production, retail; eating establishment; & drive-through facility Neighborhood Plan: Williamson Road Area Plan Specified Future Land Use: Large Scale Commercial Filing Date: Original Application: November 6, 2013 Background In September of 2013 the authorized agent met with staff to discuss the possibility of rezoning the site to enable the subdivision and sale of the southernmost 0.61 acre portion of the property for a bakery and eating establishment. The desired size of the lot fell below the 1 acre size required in the CLS (Commercial -Large Site) District for a simple subdivision of property; therefore, a rezoning to a zoning district that would permit this was desired. In October of 2013 the applicant filed an application to rezone the southernmost 0.61 acre portion of property, such portion being more particularly described in the Original Application, from CLS to CG (Commercial - General) District. The concept plan shows a bakery/eating establishment with a drive through and associated site development. Conditions Proffered by the Applicant None. Considerations Surrounding Zoning and Land Use: Compliance with the Zoning Ordinance: The purpose of the CG District is to permit motor vehicle dependent uses that are generally developed as single use developments on individual lots, subject to landscaping, access, and signage standards. Such development is generally characterized by individual curb cuts, access drives, and signage. It is intended that this district be applied primarily along heavily traveled arterial streets, with an emphasis on clustering such development at major intersections. While recognizing the motor vehicle traffic generated by the uses permitted in this district, it is the intent of the regulations of the district to encourage and recognize pedestrian access and public transit forms of transportation by locating parking to the side and rear of buildings and minimizing conflict through landscaping and signage standards. The uses permitted in this district generally require a high volume of traffic along the frontage of the establishment and include horizontally oriented buildings. Such permitted uses include general retail establishments, offices, service establishments, motor vehicle related sales and service, eating establishments, and entertainment uses. The CG District is also intended to accommodate travel- oriented uses such as hotels, motels, and gasoline stations. 2 Zoning District Land Use North CLS, Commercial-Large Site District Eating Establishment South CN(c), Commercial- Neighborhood District and MX, Mixed Use District Financial Institution and Single - Family Residential East MX, Mixed Use District Financial Institution West CLS, Commercial-Large Site District Retail Building Supply Compliance with the Zoning Ordinance: The purpose of the CG District is to permit motor vehicle dependent uses that are generally developed as single use developments on individual lots, subject to landscaping, access, and signage standards. Such development is generally characterized by individual curb cuts, access drives, and signage. It is intended that this district be applied primarily along heavily traveled arterial streets, with an emphasis on clustering such development at major intersections. While recognizing the motor vehicle traffic generated by the uses permitted in this district, it is the intent of the regulations of the district to encourage and recognize pedestrian access and public transit forms of transportation by locating parking to the side and rear of buildings and minimizing conflict through landscaping and signage standards. The uses permitted in this district generally require a high volume of traffic along the frontage of the establishment and include horizontally oriented buildings. Such permitted uses include general retail establishments, offices, service establishments, motor vehicle related sales and service, eating establishments, and entertainment uses. The CG District is also intended to accommodate travel- oriented uses such as hotels, motels, and gasoline stations. 2 The property is currently zoned CLS in which a minimum lot size of 1 acre is required. The applicant's desired size of the lot falls below the 1 acre size required in CLS District for a simple subdivision of property. The regulations of the CG District are more stringent than the regulations for the CLS District in areas such as the amount of surface area, front yard setback, parking requirements, maximum building size, transparency standards, tree canopy, and signage. Currently, there are some items on the concept plan that do not meet the requirements of the CG District such as the building being shown with a greater than 30' front yard. The front yard development standard is 0 -30' and this will need to be addressed during the development review process. While much of the concept plan meets the requirements of the zoning ordinance, the project will need to be altered to meet all of the development standards of the district during the development review process. Conformity with the Comprehensive Plan and Neighborhood Plan: Both Vision 2001 -2020 and the Williamson Road Area Plan encourage the redevelopment of commercial outparcel sites at regional centers. The site is currently part of a larger commercial site at the edge of an area that was denoted for redevelopment in the Comprehensive and Neighborhood Plan. The maps 3.3.1 and 3.3.2 (pp. 55 -56) in the Comprehensive Plan depict the area as a commercial development opportunity and the redevelopment design illustration of a large scale commercial site (pp.105 -106) exemplify the smaller outparcel development that is celebrated in the plan. The redevelopment of the site under the CG District development standards will bring about this type of development and is appropriate for this site and the surrounding community. Relevant Vision 2001 -2020 policies • ED P6. Commercial Development. Roanoke will encourage commercial development in appropriate areas (i.e., key intersections and centers) of Roanoke to serve the needs of citizens and visitors. ED A29. Initiate small -area plans and appropriate rezoning for the Crossroads area to consider a mix of high- density residential, commercial, and research and development. • ED A30. Develop incentives and programs to encourage redevelopment activities that create attractive commercial corridors that address strip development and underutilized commercial centers. • NH P3. Neighborhood Plans. The City will adopt neighborhood plans for all neighborhoods. Neighborhood plans will address land use, zoning, transportation, infrastructure, neighborhood services, and the development of village centers and recognize those neighborhoods with architectural and historic value, among other issues. (excerpt) 3 Design Principles: Regional commercial centers ■ Regional commercial centers are intended to serve as retail centers that draw customers from the City and the region. These centers are typically located along arterial roads or interstate highways. They are characterized by large sites with deep setbacks and large expanses of parking. Land uses often include big -box retail stores, shopping malls, national chain restaurants, and entertainment attractions. Design Principles: • Regional commercial centers should maximize connectivity with existing collector and arterial streets. Traffic improvements should avoid impact on surrounding neighborhoods. Streets should encourage pedestrian traffic and bicycle lanes. ■ Site development should be maximized through reduced parking spaces, increased lot coverage, and parcels developed along street frontages. Shared parking should be encouraged. • Parking lots should have multiple vehicular entrances that are clearly marked and attractively landscaped. Parking lots should have trees located in the interior of the site and along street frontages. • Visual clutter and excessive lighting should be discouraged. Signs should be clustered and attractively designed. Relevant Williamson Road Area Plan Policies: Williamson Road Area Plan Excerpts: ■ Large -scale Commercial: encompasses Valley View Mall, Towne Square Shopping Center, and limited portions of Williamson Road. Commercial development within this pattern has a regional and super - regional market and includes shopping malls, big box retailers, and large -scale auto sales and service. Retail areas should be well- connected to one another to create a cohesive center. Access to surrounding neighborhoods must be balanced with the need to avoid spillover impacts. Regional commercial areas should primarily be designated with large scale commercial zoning, but may contain limited areas with general commercial districts. Community Design Policies: • Commercial zoning: General commercial and light industrial zoning will be limited within the area to locations where existing land uses and scale of development reflect the purpose of those zoning districts. In areas between identified nodes /clusters, zoning should be changed B to less intense uses such as light commercial or residential. Future expansions of general commercial zoning will be discouraged except where they reinforce identified nodes or strategic initiatives. • Streets and public spaces: Streets and public spaces must be well - designed both functionally and aesthetically. • Building location: Zoning regulations will encourage a pedestrian environment and desirable streetscape by allowing future buildings to be located close to the street, with the intent to set in motion a long - range transformation of commercial forms. Storefronts should be limited in width (25' -40') or broken into smaller units by changes in architectural features. • Parking: Parking is recognized as a necessity, but must not be allowed to dominate any development. Parking lots should be located to the rear or side of buildings. The number of spaces provided should be limited to that which is needed for typical demands (rather than peaks) and consider the availability of on- street parking spaces. Street -side and shared parking arrangements are strongly encouraged. • Design Guidelines: Communicate and promote the use of Residential and Commercial Design Guidelines in new development of buildings and sites. Incentive programs such as facade grants, real estate tax abatements for rehabilitation, or Enterprise Zone tax credits (if applicable) will be linked to conformance with design guidelines. COMMERCIAL DESIGN GUIDELINES The following design recommendations should be considered in the design of new commercial structures. ■ Locate new buildings on or near the front property line. Recalling traditional patterns, there should be a close relationship between commercial buildings and the street. A well- designed building close to the street becomes the business's sign - therefore reducing expense, reducing street clutter, and improving overall appearance. Past zoning regulations have forced commercial buildings to the back of the building lot. New regulations should permit development at the front property line. • Use durable materials. Businesses should use durable materials such as masonry - especially the front. Permanent materials send a message about stability and commercial buildings are expected to transcend generations. Metal can be used as a component of a glass storefront. Corrugated metal shell buildings have the appearance of being temporary. • Include lots of glass on the front of the first floor. This usually goes without saying with retail establishments, but should be universal for business buildings. Glass helps the building's relationship to the 5 street, improves pedestrian friendliness, and provides for display of the business's products. In addition, it increases the real and the perceived sense of security by providing for natural surveillance. Blank walls should be avoided. • Limit the number of parking spaces. Base the number of parking spaces on typical, rather than peak, demands. A portion of the lot can be reserved for expansion if there is higher demand. Overflow parking areas can be paved with grass paving systems. In addition to improving appearance, minimizing parking spaces will reduce expense, reduce heat buildup, and reduce stormwater runoff. • Locate parking to the side or rear of buildings. While parking is a necessity, it should never be allowed to dominate a commercial site. • Share parking and maneuvering lanes. Much of a parking lot's area is dedicated to access lanes. Look for opportunities to share access lanes. • Put trees within and around parking areas. Successful businesses, large and small, spend considerable resources on creating a pleasant environment for their customers (and employees). Strategically planting large trees is the most cost - effective way to improve the typically unpleasant environment of an asphalt parking lot. In addition to improving appearance, trees shade asphalt on hot days and reduce stormwater runoff. Shrubs and landscaped areas can complement trees, but should not be substituted for them. City Department Comments: The project will need to meet all of the development standards of the district during the development review process. Public Comment Summary None. Planning Commission Work Session: • Planning Commissioners questioned if traffic congestion would be created by drivers entering off of Rutgers through the shared parking lot at K &W Cafeteria. The City's Traffic Engineer reviewed the concept plan and had no comment on congestion along Rutgers Road. This issue will be reviewed again during the development review process. L Planning Commission Public Hearing Discussion None. Lora Katz, ha City Planning Commission cc: Chris Morrill, City Manager R. Brian Townsend, Assistant City Manager Chris Chittum, Director of Planning Building & Development Daniel J. Callaghan, City Attorney Steven J. Talevi, Assistant City Attorney Dax C. Allred and Todd C. Smith, Allred Investment Company, LLC Steen R. Spove, SS Acquisition, LLC Michael Hicks, Commercial Site Design 7 Department of Planning, Building and Development Room 166, Noel C. Taylor Municipal Building NOV -7 2013 215 Church Avenue, S.W. Roanoke, Virginia 24011 CITY OF ROANOKE Phone: (540) 853.1730 Fax: (540) 853.1230 PLANNING BUILDING AND DEVELOPMENT Date: 0& mnv 201 Submittal Number: d R_iiu` st (i lici ai ° >t's�Ir - I Rezoning, Not Otherwise Listed ❑ Rezoning, Conditional U Rezoning to Planned Unit Development ❑ Establishment of Comprehensive Sign Overlay District Click Here to Print ❑ Amendment of Proffered Conditions ❑ Amendment of Planned Unit Development Plan ❑ Amendment of Comprehensive Sign Overlay District Address: 11625 Hershberger Rd. CA VMDOil b'F WO Official Tax No(s) . 16660108 (A MfZX_1 rN Existing ase Zoning: ❑ With Conditions 9 9 CLS. Commercial -Large Sites (If multiple zones, please manually enter all districts.) Without Conditions ordinance No(s). for Existing Conditions (If applicable): I N/A Requested Zoning: I CG, Commercial - General Proposed Land Use: I Commercial Name: Allred Investment Company, LLC Phone Number. +1 (336) 760-0526 Address: I' o Box 25048 Winston Salem, NC 27114 C. CGeL'JL Ownees Signature: E -Mail: tcs7775 @gmall.com Name: SS Acquisition, LLC. Phone Number. +t (336) 668 -9999 14035 Premier Drive. Suite 203 High Point, NC 27265 00—M E -Mail: I Steen @tr)adcommercial.com Name: Commercial Site Design, PLLC. c/o Michael Hicks Phone Number: +1(91 848 6t2t Address: 8312 Creedmoor Rd. Raleigh, NC 27613 E -Mail: Ihicks@csitedesign.com Authorized Agents Signature: 'kt...:- [x� Completed application form and checklist. [KI Written narrative explaining the reason for the request. Q Metes and bounds description, if applicable. Filing fee. ® Concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures. ❑ Written proffers. See the City's Guide to Proffered Conditions. Concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures. Please label as ❑ ' develooment plan' if oroffered. ❑ Development plan meeting the requirements of Section 36.2 -326 of the City's Zoning Ordinance. ❑ Comprehensive signage plan meeting the requirements of Section 36.2- 336(d)(2) of the City's Zoning Ordinance. Amended development or concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures, ❑ if applicable. (- Written proffers to be amended. See the City's Guide to Proffered Conditions. Copy of previously adopted Ordinance. ❑ Amended development plan meeting the requirements of Section 36.2.326 of the City's Zoning Ordinance. Copy of previously adopted Ordinance. n Amended comprehensive signage plan meeting the requirements of Section 36.2- 336(d) of the City's Zoning Ordinance. Copy of previously adopted Ordinance. A Traffic Impact Study in compliance with Appendix B -2(e) of the City's Zoning Ordinance. ❑ Cover sheet. r Traffic impact analysis. [1 Concept plan. ❑ Proffered conditions, if applicable. r Required fee. "An electronic copy of this application and checklist can be found at www,roanokeva.gov /pbd by selecting 'Planning Commission' under 'Boards and Commissions'. A complete packet must be submitted each time an application is amended, unless otherwise specked by staff. ev COMMERCIAL SITE DESIGN November 5, 2013 City of Roanoke Department of Planning, Building and Development Room 166, Noel C. Taylor Municipal Building 215 Church Ave. S.W. Roanoke, VA 24011 8312CreedmoorRoad Raleigh,NC27613 919.848.6121 Phone 919.848.3741 fax www.csitedesign.com RE: Application for Rezoning of +/- .61 Acre Subject Property located at 1625 Hershberger Rd. for a proposed Krispy Kreme Restaurant. To Whom It May Concern: Proiect Description SS Acquisition, LLC is the applicant for this rezoning request. The current owner of the subject property is Allred Investment Company, LLC. Michael Hicks of Commercial Site Design, PLLC will be representing the applicant and owner, along with Krispy Kreme Doughnut Corporation, Inc. with regard to filing and administering the rezoning application. The subject property is a +/- .61 acre portion of an existing 4.52 acre tract of land located at the NW corner of Hershberger Rd. and Rutgers St. The 4.52 acre tract is referenced by Tax Map # 6660108. Currently existing on the 4.52 acre tract are two uses, a K &W restaurant (1609 Hershberger Rd.) and an appliance store (1625 Hershberger Rd.), the latter being situated upon the subject property. There are also parking areas upon the overall property which serves both of these existing uses. Surrounding the 4.52 acre tract to the north and west is a Lowes Home Improvement Store, to the south is Hershberger Rd., to the east is Rutgers St., and Stellar — One Bank is situated immediately southeast. The entire property is within the corporate limits of the City of Roanoke. Proposed improvements to the overall property include the continued use of the K &W Restaurant and associated parking lot, demolition of the appliance store, and construction of a new Krispy Kreme restaurant with drive thru. In order to develop the Krispy Kreme restaurant, the creation of a new lot sized at 0.61 acres is required in conjunction with the business transaction. The new Krispy Kreme will be located in the same area of the existing appliance store within the SW corner of the overall 4.52 acre tract. Krispy Kreme intends to construct a new +/- 2,886 sf building upon the .61 acre subject property together with necessary site improvements. City of Roanoke Department of Planning Building and Development November 5, 2013 Page 2 of 4 Reauested Zoning and Current Land Use Desi¢nation The current zoning of the overall 4.52 acre tract is CLS (Commercial Large Scale). The existing land use classification is Large Scale Commercial according to the Future Land Use Map found within the Williamson Road Area Plan. All adjoining properties share the same zoning designation and land use. The existing CLS district requires that the minimum lot size of a parcel within this zoning district be at least 1 acre. On the other hand, the CG (Commercial General) district allows a minimum lot size of 10,000 sf. Accordingly, SS Acquisition, LLC is respectfully requesting a rezoning of the .61 acre subject property from CLS to CG in order to create a newly subdivided .61 acre for the Krispy Kreme development. The remainder of the existing 4.52 acre tract, which is proposed to be 3.91 acres after creation of the Krispy Kreme lot, will remain with its current zoning designation of CLS. The improvements planned by Krispy Kreme will be in conformance with all development standards set forth by the CG zoning designation and the Zoning Ordinance. Therefore no variance requests are necessary for redevelopment of the subject property, and the rezoning request contains no proffers. Based on review of the Comprehensive Plan and the Williamson Road Area Plan the subject property is located in regional commercial area that has a land use designation of large scale commercial. As stated in the Williamson Road Area Plan regional commercial areas should be primarily designated with large scale commercial zoning, but may contain limited areas with general commercial districts. Furthermore, general commercial will be limited within locations where existing land uses and scale of development reflect the purpose of those zoning districts and should only be in locations where identified nodes or strategic initiatives are set forth. Given the subject property is located both within a regional commercial and strategic initiative areas the above community design policies support this rezoning request from CLS to CG. In the general vicinity of the subject property trends show that other properties have or are developing primarily for smaller retail/commercial uses. The newly constructed Cookout restaurant and the proposed bank located within the Crossroads Mall at the NE comer of Rutgers and Hershberger are both nearby examples. In fact, the appliance store which currently operates upon the subject property is already a small independently operated small commercial use, although not separately subdivided from the larger 4.52 acre tract. Such smaller outparcel developments on the "front row" of lager commercial uses are common and consistent with the goals of the Comprehensive Plan and Williamson Road Area Plan. The proposed site re- development along with necessary rezoning of the subject property will continue to spur new energy into the area which also creates opportunities to not only increase the tax property value but also create new jobs. As well, the planned improvements allow both the implementation of current City of Roanoke Department of Planning Building and Development November 5, 2013 Page 3 of 4 development standards found in the Zoning Ordinance and also the policies set forth by the Comprehensive Plan. Initiating these ordinances /policies may not be possible if the existing building and subject property were to remain as is without redevelopment. The subject property is not immediately adjacent to any residentially zoned or used properties. Therefore it is not anticipated that the proposed rezoning would have any negative effect on the adjacent properties given each adjacent property contains a commercial zoning designation, specifically CLS. Rezoning the subject property to another commercial classification (CG) will continue to allow by right a restaurant with a drive thru use however rezoning to CG will have stricter development standards such as fagade treatments and maximum setback requirements for the proposed 0.61 acre lot. The improvements proposed by Krispy Kreme will comply with the development standards of the new CG zoning district. Backeround Data and Su000rtine Documentation with the Krispv Kreme For several years Krispy Kreme has been seeking a viable location for a new store in Roanoke. The focus area for the new store has been primarily in the general area of Hershberger Road. Another site was considered at 1309 Hershberger Rd. This proposed location was processed for site plan/building plan review, but was ultimately not pursued due to vehicular access constraints. After years of scouting other locations in the general area, the subject property became the ideal location for Krispy Kreme. It goes without saying that the Roanoke market is in great need for a new Krispy Kreme restaurant since the fire destroyed the Melrose Ave. location. Since that time, Krispy Kreme has been logistically moving products from its Winston -Salem headquarters up to the Roanoke market to serve kiosk locations in places such as grocery /convenience stores. To meet market demand for the Krispy Kreme product a new freestanding restaurant with drive thru is imperative. This building will also serve as a bakery, meaning that hot and fresh Krispy Kreme doughnuts will be made on -site at this specific location. Without approval of the rezoning request this project cannot move forward and in turn the City of Roanoke may not have a freestanding Krispy Kreme restaurant for several years to come. The new 2,886 sf building will contain approximately 50 seats and adequate parking to serve both customer and employee demands. The parking provided will meet the minimum requirements set forth by a bakery/restaurant type use and furthermore will not exceed the maximum parking ratio that is also required by the ordinance. Based on research provided by Krispy Kreme for four (4) existing similarly sized stores in various markets, transaction data shows that the peak hour of transactions which are to be assumed as trips occur on a Saturday evening with an average of 73 peak hour trips between the hours of 8 -9 pm. The peak number of transactions/trips in a day also occur on Saturday with an average of 860 trips between a 20 -24 hour timeframe across the four (4) stores studied. This data provides evidence that the number of trips in a day or during City of Roanoke Department of Planning Building and Development November 5, 2013 Page 4 of a peak hour are significantly below the minimum thresholds that would require a TIA since the proposed use does not exceed a peak hour of 250 trips or 2,500 trips per day. With redevelopment of the subject property into the proposed Krispy Kreme, many enhancements will be made to the site. For instance, the impervious surface areas will be reduced by new landscaping provided to the site. Driveway connections to Hershberger Road will be reduced from three (3) access points down to two (2). Parking spaces will be reduced which in turn also reduces the amount of storm water runoff and provides the opportunity for outdoor seating and new landscaping. The Krispy Kreme building has not only an attractive appearance but is also constructed of quality durable materials that comply with the fagade requirements set forth within the new CG zoning classification. In addition, the location of the new Krispy Kreme building will be placed within the maximum 30 ft setback distance, as also required under the new CG zoning classification. By allowing the requested rezoning of the subject property, the Williamson/Hershberger Rd. area, and the City of Roanoke will all benefit by introducing a state of the art Krispy Kreme building with improvements made to subject property to meet current code. Further, it can be anticipated that there will be increases in the property tax base along with new employment opportunities for the community. Both the Applicant and Krispy Kreme Doughnut Corporation are excited about working with the City of Roanoke towards a successful project, and we all appreciate your consideration of this rezoning request. Best Regards, Michael Hicks Project Manager, Commercial Site Design, PLLC. Cc: Allred Investment Company, LLC SS Acquisition, LLC. Krispy Kreme Doughnut Corporation I CO ACT/NFORNATON I 370 KNOLLWOOD STREET, SUITE 500 W/NSTON- SALEM, NORTH CAROLINA 27103 PHONE: (336) 725 -2981 FAX (336) 733.3798 REZONING PLAN SET SITE ADDRESS: 1625 HERSHBERGER ROAD NW ROANOKE, VIRGINIA CSD PROJECT NUMBER: TR41301 SHEET INDEX Pl COVERSHEET O2 OVERALL CONCEPT PLAN G3 CONCEPTPUN CJ LANDSCAPEPLAN A8 BUILDING ELEVATIONS EGI FLOORPLAN SN WFORA1a as y(i .9 M. Ci -'1 wmr NO i I o�m�.oewwmnuae I 1 I I I I I '1 I I I I 1 I 1 1 1 I 1 1 I 1 it v Y� `E f! C -2 �I -- O ' (gyp f I " o =r' e it I er- e.r-r e_r ®� E0 �E 3 2 bN' ion 3�[ N , �f A C -3 o�mmo® ray, 4 ! f� ■,' _'.;,,o. `J • li c '.���1.6MIi IIr11 m °o°o °m wooer Y EXTERIOR mmwww.ww to MATERIAL 5iV �\ •{K'1 y:S Y'L t, ft NJ �i � �w1.A �i �$ +2 r_s� w.w X eus.sy..�.m. /� � �" .n Ft��`itT � 'C•r�r'• '!k• C4 V-r+y 'S y.�.�, .: nG� �K �y14'Mi.` �:ti Fm m r "� 1�Ya ;TKiT� '.Aar +J4�rVrrr- �4"rye� Pr'li" �4ei ♦v.`i,*T�:+','�5.. �a _'n..`... - Hi.,K'�.�.. �f '. , -, K t5 K, ..rm.O shy;«. nyh F l5 .M .,; vtiY�j �.�. MAIM O .rte ELEVATION NOTES. w (D OffiS=wx. * ®roe � yid 3 Q i Ww _ -y � {b I'.rYU�`i� Y `i�f•4 1�h i \'l �� . .l ��ONn } - 4 } fi 14Y1 ��: ` _ O o:� w ..mow. GENERAL NOTES. 'Y: 4V4 cur '+;�'� Yt, Wf,[HEVATION •i•�* :rm+ A6 9 Ei >aa • 3 F l l �yz91a le El C 30 OPS SKIN OFF Glcaac�r RAN #1 ! uewrtMmwni ri,w mm�ra IEST Frr #I- 220M PRMTYPE - ZUG 9F K ©iVl[aR i3vAi.VM. - A1V[amuG WRE wL -fif MIKE LARUE SIGN OFF CONC�RIAL EQUIPMENT PLAN ,-'�'„m ; S 4 Ii4RM M(..MfRWt�IU M ti. iID[ Hh u.a 9C/JPE OF WOfiC: T yf/}ry MN1IK •un a naw rim Cro 55 Rcc� s ZN F� PURCHASE AGREEMENT ROANOKE, VIRGINIA THIS PURCHASE AGREEMENT ( "Agreement's is made this the 23rd day of October, 2013 (the "Effective Date "), between ALLRED INVESTMENT COMPANY, LLC a North Carolina limited liability company (the "Seller ") and SS ACQUISITION, LLC, a North Carolina limited liability company (the "Buyer "). STATEMENT OF BACKGROUND Seller is the owner of that certain +/- 4.51 acre parcel of improved real property in Roanoke, Virginia bearing tax map number 6660108 and being the entire property depicted on Exhibit A (herein referred to as the "Shopping Center D. Seller intends to subdivide the Shopping Center into 2 separate parcels (the "K & W Parcel' ( 3.9 acres) and `Parcel 1" (.61 acres)) approximately as shown on Exhibit A (each a `Parcel" and collectively the 'Parcels" i , J. Seller has agreed to sell and Buyer has agreed to purchase Parcel t in a�w. .duce with me terms of this Agreement. NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the following: 1.1 All of that certain parcel of property located in Roanoke, Virginia, containing approximately .61 acres and being further depicted as "Parcel 1" on Exhibit A hereto. 1.2 All right, title and interest of Seller, in all improvements now situated or hereinafter constructed on the Property and all rights, easements, and appurtenances now or hereafter belonging thereto. 1.3 Non - exclusive right of ingress to and egress from the Property as set forth in Section 5.4, including across the drive aisles, driveways and access points now located on the Shopping Center. 1.4 Seller's right title and interest, if any, in any easements, covenants or restrictions benefiting the Property. The foregoing shall hereinafter be referred to collectively as the 'Property." 2. Purchase Price . 2.1 The 'Purchase Price" 2.2 The Purchase Price shall be payable as follows: (a) t._m damage or liability which Seller may suffer by reason of any such entry by Buyer or its engineers, contractors, inspectors, agents or their respective agents or employees prior to Closing. The obligations of Buyer set forth in this Section 4.2 shall survive Closing or a termination of this Agreement for a period of one (1) year from the date of Closing or any termination permitted under this Agreement. 4.3 Buyer may secure, at Buyer's expense, an "as built" metes and bounds survey of the Property and the Shopping Center, prepared by a Registered Land Surveyor (the "Survey "). 5, Additional Covenants and Agreements. 5.1 Seller shall cooperate with Buyer in securing any rezoning, building permits, subdivision and site plan approval or other governmental permits and approvals deemed necessary by Buyer for Buyer's planned development; provided such items shall be pursued at Buyer's expense. 51 The Property shall be delivered by Seller free of any leases or the claims of any tenants in possession. 5.3 Prior to Closing, Buyer, with Seller's cooperation, shall, at Buyer's expense, cause the Property to be duly and validly subdivided to create Parcel 1 (the "Subdivision'. Buyer shall submit to Seller a proposed subdivision plat to effect the Subdivision within 60 days of the Effective Date (the "Play). Seller shall approve and sign the Plat or provide written objections to the Plat. The Plat as approved by Seller shall be used to effect the Subdivision and the Property as shown on the Plat shall be conveyed to Buyer at Closing. In the event there are development requirements in connection with the Subdivision imposed by any applicable governmental authority with jurisdiction over the Parcels, Buyer shall bear all such requirements and costs. 5.4 At Closing, Seller shall record an instrument which will restrict, encumber and benefit the Property and Shopping Center (the "Declaration "). The Declaration will contain terms substantially similar to the following: [—(a) Cross Access: Vehicular and pedestrian cross access among the Parcels of the Shopping Center over and across all drive aisles, entranceways and driveways. The Declaration shall designate certain cross access points between the Parcels which must remain open to vehicular traffic at all times, similar to the cross access points shown on (b) Cross Parking: The Declaration shall provide for cross parking among the Parcels for customer overflow parking (not employees). (c) Deleted. (d) Relocation of the K &W Dumpster Enclosure: When the Property is developed, Buyer shall be responsible (at Buyer's expense) for moving the dumpster enclosure to the location depicted on Exhibit A or such other location as the Parties mutually agree upon. Buyer shall have a temporary construction easement on the Property in order to relocate 60408441 such dumpster, and will coordinate any such construction in advance with Seller. (e) Deleted. M (g) Utility Basements: The Declaration shall permit underground utility lines to cross among the parcels within the Shopping Center, provided that such utility lines are located and installed in a manner that will not disturb the improvements or business operations on any of the Parcels. The Parcels shall have the right to connect to all utilities within the Shopping Center and to run utility lines across the Shopping Center to connect to public utilities. The Parcels shall have the right to use all storm drainage facilities within the Shopping Center. Provided, any detention ponds, storm drainage facilities or expansions or improvements of utilities required by the governmental authorities in connection with the Subdivision shall be home by Buyer. 5.5 6040902 (h) (i) Deleted. (k) Seller :shall provide Buyer with a draft of the Declaration within 60 days of the Effective Date for Buyer's review. If Buyer has any objection to the Declaration, Buyer shall notify Seller of such objection and any proposed changes within twenty (20) days of its receipt of the draft Declaration. Seller will either accept or reject such proposed changes within ten (10) days thereafter by written notice to Seller. At Closing, Seller shall provide evidence that any mortgage encumbering the Shopping Center is subject and subordinate to the Declaration such that Buyer is able to secure title insurance for its rights under the Declaration without exception for such mortgages. IN WITNESS WHEREOF, dw parties have caused this Agreement to be executed by their dtdy authorized manager, and their respective soak to be affixed, all as of the date first stated above. BUYER: SS A U 1 1ON, By: R. Sp ve, M nager SELLER: ALLREED INVESTMENT COMPANY, LLC By: 19,01-P �Q Dax Allred Its: Marfaa9r /� By: /r1(Ir- "aadS h Its: Man r ESCROW AGENT HEREBY ACKNOWLEDGES RECEIPT OF THE DEPOSIT OF 57,500 AND A COPY OF THIS AGREEMENT, AND AGREES TO ACT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. Isaacson Isaacson SWdaa Fowitain & Leftwich, LLP By: Desmond G. Sheridan, Partner Date: U 60OW2 EX MFr A TO PURCHASE AGRBBMENT `F r } , tl -- - - -- °a { SS ACQUfS/DONS tLC (,OMMFRCIA( - - -- -- _— "� PIiELM1VNMRY 9lE1LH I ;l KRISPY KREME ROANOKE VA:: \1 October 31, 2013 :: EIFS EXTERIOR :: 1 150' -0" 182' -0" Roanoke, VA _ CURRENT CODE FOR 1625 HERSHBERGER RD. NW ( SITE # 3) CLS ZONI NG FREESTANDING SIGN 150 SQ. / 25' TALL Client KRISPY KREME 1 SQ. OF AREA PER 1 SQ. FOOT OF LINEAR Roanoke, VA Roane PROPERTY FOOT WALL SIGNS DrawinbR MIN. 32 SO, FEET/ 1 SQ. FOOT OF SIGN AREA KK.RO,VA.06.06.13 PER 1 LINEAR BUILDING FRONT/ ALL Scale �= • ELEVATIONS AS NOTED �'. Designer Pmjee Manage MENUBOARD RM SH \ •,• ALLOWANCE / 50 SQ. FEET / 8' TALL - - 6 -12 -11 AEA Ske Plan - IH .;,�,<.••^^"` � -j CANOPY LETTERS 9,411 New Sete Plan-IH 10- M- 13EDITS -RM i NOT ALLOWED TO PROD ECf ABOVE OR BELOW THE CANOPY. IF LETTERS REQUIRED THEY MUST BE ATTACHED TO THE FACE OF tt i ?q i Wj THE CANOPY 11 INTERIOR NEON SIGNS ALLOWED �' ...-„i• j ` 50 %OFWINDOWAREA _ DOES NOT COUNT AGAINST ALLOWED WALL SIGN AREA [3 APPROVED E3 APPROVED AS NOTED WALL SIGNAGE TOTAL SOFT 136 0 REVISE AND RESUBMIT Ail • U ' / �1 (PAGE 2 AND 3) Name __ -- __ - -- -"' _ It - -------------- 182' -0" 2of16 aj FRONT ELEVATION Q4'-6" WALLSIGN 57.9 SQFT WITH A 12' LONG WHIP O3'-8" INTERIOR NEON SIGN REAR ELEVATION OALUMINUM CANOPY 0 5'-0" EXTERIOR NEON SIGN 0 Client KRISPY KREME �tion Roanoke, VA Drawing a KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmject Manage RIM SH 6 -11 -11 Add Site Plan -IH ¢3611 New Site Plan -IH 1618 -13 EDITS - RM f ❑ APPROVED Q APPROVED AS NOTED REVISE AND RESUBMIT VA MAIN ENTRANCE RIGHT SIDE ELEVATION Q4'-6" WALL SIGN 57.9 SOFT WITH A 12' LONG WHIP O3'-8" INTERIOR NEON SIGN '© 4' -6" WALL SIGN 57.9 SQFT WITH A 12' LONG WHIP G3' -R" EXTERIOR NEON SIGN Client KRISPY KREME lxadon Roanoke, VA Drawing N KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmject Manage RM SH . . i6 ->2 -1I Add SRe Plan -IN %11 New SNe Plan -IN 10.]6 -13 EDITS - RM OVE 0 APPROVEDAS NOTED 0 REVISE AND RESUBMIT Name Date �� MAIN OFFICE 1101 -A W.Melinda I.n. Phaenia, AZ BSDZ7 PH: (623)792.3061 F %:(6231792.3063 a VA 12' -10 1/2" BOW TIE SIGN SCALE: 3/8 " =1' -0" (6) MOUNTING HOLES FOR FASTENERS TO BE DETERMINED BY INSTALLER. LAMP LAYOUT SCALE: 3/8 " =1' -0" PAN FORMED & EMBOSSED SG -100 ACESOLAR GRADE .177 LEXAN FACE )NNECT SWITCH BOWTIE SIGN CABINET SQUARE FOOTAGE 57.92 Internally illuminated single face wall sign with pan- formed, embossed plex face. Sign to mount to wall with 11/2" angle and non - corrosive fasteners as required. Retainer size: 11/2" Illumination: Daylight HO fluorescent lamps (Electrical signs are U/L approved) Cabinets and retainers..... Painted Azko Nobel #ALU33754 "Brushed Aluminum" Panned face ..............3 /16" clear plex with second surface graphics application " Bowtie ............................... ........................Painted to match PMS #3425 green "Krispy Kreme" logo .................. ........................Painted to match PMS #200 red "Doughnuts and ® (flat cut out) .......................... ............................... White vinyl Six attachment points (bolt type per field conditions). A BOW TIE SIGN SCALE: 3/8 " =1' -0" Clem KRISPY KREME b don Roanoke,VA Dmwing R KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmject Manage RRM�M��� SH 6- IlPi�i a . 6 -12 -I3 Add SRe Plan - IN 3-313-I3 New 5lte Plan - IH 1O-28 -13 EDITS - RM APPROVED Q APPROVEDASNOTED Q REVISE AND RESUBMIT MAIN OFFICE 1101 -A W.Melinda Ln. Phoenix, A285027 PH: 16231791 -3061 Fx: 162317923W 55 of 16 O MJ f—"8v POWER CORD RUNS UP Wi CMI LILt��(Et� \4!a/ 1 INTERIOR NEON WINDOW SIGN SCALE: 3/4 " =1' -0" L 1 BACK FACES INTERIOR SCALE: 3/4 " =1' -0" THROUGH MOUNTING TUBE 2"X2- SQUARE TUBE PAINTED AZKO -NOBEL #AW33754 BRUSHED ALUMINUM 1/4" CLEAR POLYCARBONATE FACE DISCONNECT SWITCH 8MM CLEAR RED NEON 1" CHROMETRIM CAP 1" CHROME TRIM CAP 6" DEEP ALUMINUM FABRICATED CABINET: AZKO -NOBEL #AW33754 BRUSHED ALUMINUM VENTS INSTALL 2" FROM WINDOW /8" POLYCARBONATE FACE VITH FIRST SURFACE DIGITAL PRINT 2 SIDE VIEW SCALE: 3/4 " =1' -0" ELECTRICAL NOTES: SIGN REQUIRES 1(ONE) 20 AMP CIRCUIT 12 AMPS PER SIGN. ELECTRICAL SIGNS ARE U/1-APPROVED SIGN NOTES: ELECTRICAL WIRING SHALL RUN UP THE RIGHT ARM (AS SHOWN) TO THE ELECTRICAL SOURCE IN CEILING. WIRING SHALL NOT BE MODIFIED OR TAMPERED WITH DURING INSTALLATION. ALL NEON (COPY AND BORDERS)( WILL BE ILLUMINATED WHILE DOUGHNUTS ARE BEING ILLUMINATED WHILE DOUGHNUTS ARE BEING MANUFACTURED. OTHERWISE, THE SIGN SHALL REMAIN COMPLETELY OFF. TRANSFORMERS ARE INSTALLED WITHIN THE CABINET. Ole tt KRISPY KREME Incatian Roanoke, VA Drawing # KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmjett Manage RM SH 0 APPROVED 0 APPROVED AS NOTED Q REVISE AND RESUBMIT Roa VA SIGN NOTES. 'Hot/ Nova- Nom Sign Sax r•17'Fipomd NaenwtlavLwn Cawb Zr Day Alumina Fame W d CftA D+++ Jrm npxenaaaaf .rar wr Ir aF)- .--- .�.Axa W a m Oaf rirlrmsTw �ropwdaa,ra� SIGN NOTES: Num. Fab. Pole Cover 38• Vft Am FabGYE P* Cw WrMS End $*Oan. ttlf Cwr._�Hb IYA11 aI1 W 1n1 Brwaa IYm SIGN NOTES: 11•7axa'Vaax3TD48PAIa F6101 Fwnddan OWWRedamaft Fantletlm Cewr__ Iro RoHAelnRalbw.aNm. Front View of DIF Pylon Sign - 5.7" x 16' 41" SGllafe F0018G8 THREE 20 AMP CIRCUITS REQ'D (ONE FOR SOWfIE I DT SIGN, TWO FOR HDN SIGN). C28,24 Side View 1r NOm. FW WbE CaNnX 2211rVAaeMm.FWNwrd Ca" 2• YN►Akx%Fabrk" C$bk* ParMWdwrb (mar end eaaxaaneln.p Client KRISPY KREME t stion Roanoke, VA Drawing k KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmjea Manage RMM SH WIFETUFF g AOd F1S -13 51[e Plan -IX 940-11 New Ste POn -IN 1048- ISEDITS -RM Q APPROVED Q APPROVED AS NOTED REVISE AND RESUBMIT Name .- I� is'-w Ale SIrcetirM © SIGN NOTES: Mein Sign e-0 oG 6•r x 16'-0• Pamad g FmEwe•E LWM a -7r- 1r AMAwm Fsbft"CAh* cw.lerawiw_ Adblawauemra enenrlYs _ txas.r cxwfnf up"c _ �� .wrlbnlan PaBaaNO� - AMr bbFl�Piulm m 1_ Ix�f. =� w fii� �III�IIII���IF e.anrwb.bpxroafa. meuaM lTwaab r CRPY a SIGN NOTES: 'Drys -ThM Ceanet Fawa�221 ?Dw pNLminun FlhIaW gNnX. FsYMWCtWnK SIGN NOTES. 'Hot/ Nova- Nom Sign Sax r•17'Fipomd NaenwtlavLwn Cawb Zr Day Alumina Fame W d CftA D+++ Jrm npxenaaaaf .rar wr Ir aF)- .--- .�.Axa W a m Oaf rirlrmsTw �ropwdaa,ra� SIGN NOTES: Num. Fab. Pole Cover 38• Vft Am FabGYE P* Cw WrMS End $*Oan. ttlf Cwr._�Hb IYA11 aI1 W 1n1 Brwaa IYm SIGN NOTES: 11•7axa'Vaax3TD48PAIa F6101 Fwnddan OWWRedamaft Fantletlm Cewr__ Iro RoHAelnRalbw.aNm. Front View of DIF Pylon Sign - 5.7" x 16' 41" SGllafe F0018G8 THREE 20 AMP CIRCUITS REQ'D (ONE FOR SOWfIE I DT SIGN, TWO FOR HDN SIGN). C28,24 Side View 1r NOm. FW WbE CaNnX 2211rVAaeMm.FWNwrd Ca" 2• YN►Akx%Fabrk" C$bk* ParMWdwrb (mar end eaaxaaneln.p Client KRISPY KREME t stion Roanoke, VA Drawing k KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmjea Manage RMM SH WIFETUFF g AOd F1S -13 51[e Plan -IX 940-11 New Ste POn -IN 1048- ISEDITS -RM Q APPROVED Q APPROVED AS NOTED REVISE AND RESUBMIT Name .- I� Weekly average Shop 4 Transactions hour# Hour 1 1:01 AM -2:00 AM 5 5:01 AM -6:00 AM 6 6:01 AM -7:00 AM 7 7:01 AM -8:00 AM 8 8:01 AM -9:00 AM 9 9:01 AM -10:00 AM 10 10:01 AM -11:00 AM 11 11:01 AM -12:00 PM 12 12:01PM- 1:00PM 13 1:01 PM -2:00 PM 14 2:01 PM -3:00 PM 15 3:01 PM -4:00 PM 16 4:01 PM -5:00 PM 17 5:01 PM -6:00 PM 18 6 :01 PM -7:00 PM 19 7:01 PM -8:00 PM 20 8:01 PM -9:00 PM 21 9:01 PM -10:00 PM 22 10:01 PM -11:00 PM 23 11:01 PM - 12:00 AM TraA"rgAC Tr ,I e DAOr Weekday Sunday Monday Tuesday Wednesday Thursday Friday Saturday 0 0 7 11 13 16 16 20 11 22 27 30 34 35 40 25 30 33 39 41 45 48 35 39 34 38 37 44 44 37 33 32 33 36 39 41 37 25 26 26 28 31 35 32 23 23 24 23 27 31 30 28 25 24 27 28 35 29 29 28 29 30 34 38 33 31 33 37 37 41 42 33 29 35 33 36 41 41 34 30 28 29 30 31 37 33 37 28 29 30 34 42 42 43 34 36 36 39 45 47 35 28 32 33 37 51 50 19 17 18 21 23 46 46 3 1 0 0 0 0 25 23 Transactions hour# Hour 1 1:01 AM -2:00 AM 2 2:01 AM -3:00 AM 3 3:01 AM -4:00 AM Weekday Sunday Monday Tuesday 2 1 - _ 0 Wednesday Thursday 0 Friday Saturday 3 2 5 5:01 AM -6:00 AM 0 0 0 0 hour# 6 6:01 AM -7:00 AM 9 10 11 15 16 20 13 7 7:01 AM - 8:00 AM b 23 23 30 35 42 49 33 8 8:01 AM - 9:00 AM 42 31 34 42 46 49 45 9 9:01 AM -10:00 AM 55 35 32 38 42 43 54 10 10:01 AM -11 :00 AM 48 34 31 31 39 43 55 11 11:01 AM -12:00 PM 36 25 24 25 28 32 42 12 12:01 PM -1:00 PM 28 22 22 23 26 29 33 13 1:01 PM - 2:00 PM 30 23 26 25 29 32 34 14 2:01 PM - 3:00 PM 32 28 26 28 33 34 38 15 3:01 PM - 4:00 PM 37 33 32 36 38 40 42 16 4:01 PM - 5:00 PM 41 30 32 33 37 39 44 17 5:01 PM - 6:00 PM 44 27 29 32 33 39 47 18 6:01 PM - 7:00 PM 52 33 33 39 40 47 57 19 7:01 PM - 8:00 PM 55 38 40 44 45 59 69 20 8:01 PM - 9:00 PM 46 39 41 43 48 70 7g„ 21 9:01 PM -10:00 PM 28 31 29 32 38 70 74 22 10:01 PM -11:00 PM 1 1 3 1 2 49 54 23 11:01 PM -12:00 AM 0 - 1 - - 21 Grand Total 608 464 477 524 585 765 835 hop... _. Transactions Weekday hour# Hour Sunday Monday Tuesday Wednesday Thursday Fnday Saturday 1 1:01 AM -2:00 AM 3 1 1 1 1 1 3 2 2:01 AM -3:00 AM 1 1 1 1 0 1 1 3 3:01 AM -4:00 AM 1 0 1 1 0 1 1 4 4:01 AM -5:00 AM 1 0 1 1 1 2 1 5 5:01 AM -6:00 AM 2 2 2 3 3 6 4 6 6:01 AM - 7:00 AM 8 11 14 17 20 29 17 7 7:01 AM - 8:00 AM 24 19 28 28 32 51 38 8 8:01 AM - 9:00 AM 52 28 31 33 37 49 67 9 9:01 AM - 10:00 AM 66 30 27 31 35 43 75 t 10 10:01 AM -11:00 AM 62 22 22 24 27 40 66 11 11:01 AM -12:00 PM 41 19 17 18 22 27 46 12 12:01 PM -1:00 PM 29 17 17 16 20 23 36 13 1:01 PM - 2:00 PM 32 20 18 20 23 28 35 14 2:01 PM - 3:00 PM 43 23 22 25 27 32 15 3:01 PM - 4:00 PM 53 28 26 33 33 39 44 16 4:01 PM - 5:00 PM 59 34 2S 32 33 42 56 17 S:01 PM - 6:00 PM 63 31 27 30 34 42 64 67 18 6:01 PM - 7:00 PM 64 31 29 33 38 45 70 19 7:01 PM - 8:00 PM 53 36 36 39 45 61 78 20 8:01 PM - 9:00 PM 39 39 38 45 49 73 84 21 9:01 PM -10:00 PM E 19 22 24 26 32 77 85 22 10:01 PM - 11 :00 PM 6 7 7 8 11 51 53 23 11:01 PM -12:00 AM 3 3 3 3 5 24 12:01 AM - 1:00 AM 7 1 2 2 16 17 Grand Total 733 425 419 471 1 530 3 780 1015 v Shop 262 Transactions Weekday hour# Hour Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 1:01 AM -2:00 AM 5 2 2 2 2 3 2 2:01 AM -3:00 AM 4 1 1 1 2 5 3 3:01 AM -4:00 AM 2 1 1 1 1 2 3 4 4:01 AM -5:00 AM 1 1 1 1 1 1 2 5 5:01 AM -6:00 AM 2 1 2 2 2 1 1 6 6:01 AM - 7:00 AM 16 15 17 18 22 2 26 3 25 7 7:01 AM - 8:00 AM 35 26 37 41 46 59 47 8 8:01 AM - 9:00 AM 49 32 38 43 47 55 66 9 9:01 AM -10:00 AM 58 32 37 40 39 49 74 10 10:01 AM -11:00 AM 47 28 27 32 31 11 11:01 AM -12:00 PM 28 20 20 19 23 40 62 12 12:01 PM -1:00 PM 24 21 20 19 23 28 25 41 13 1:01 PM - 2:00 PM 27 22 22 22 23 29 34 34 14 2:01 PM - 3:00 PM 32 24 24 26 26 30 38 15 3:01 PM - 4:00 PM 35 28 27 30 33 35 46 16 4:01 PM - 5:00 PM 46 30 35 37 43 41 55 17 5:01 PM - 6:00 PM 63 31 42 45 46 48 76 18 6:01 PM - 7:00 PM 68 35 42 46 48 56 78 19 7:01 PM - 8:00 PM 55 44 47 48 51 63 82 20 8:01 PM - 9:00 PM 44 46 46 48 51 65 82 21 9:01 PM -10:00 PM 35 37 38 41 43 70 77 22 10:01 PM -11:00 PM 19 16 16 15 20 49 50 23 11:01 PM - 12:00 AM 8 7 7 9 9 26 22 24 12:01 AM - 1:00 AM 10 4 3 4 5 5 Grand Total 713 503 550 590 638 808 013 f}V= �� ly 51 D S t <B 4-,o c.cu� Tr'PS p,e j/, d 5Cax,y r -�7 3 Q ,2ct ` P-P S S -off pm TAXID LOCADDR 22710D1 1620 HERSHBERGER RD NW 2271011 1630 HERSHBERGER RD NW 6650111 5040 RUTGERS ST NW 6660105 1419 HERSHBERGER RD NW 6660106 1535 HERSHBERGER RD NW 6660109 1611 HERSHBERGER RD NW 6660110 1420 TOWNE SQUARE BLVD NW 6660116 0 RUTGERS ST NW Adjoining Property Owners —1609 Hershberger Rd., NW OWNER VIRGINIA FIRST SAVINGS BANK FSB SEXTON CLIFFORD R & SEXTON ARLENE LOWE'S HOME CENTERS INC FAIRWAY ROANOKE LLC FIRST- CITIZENS BANK & TRUST COMPANY SOUTHWEST VIRGINIA SAVINGS AND LOAN TOWN SQUARE LLC TOWNE SQUARE JOINT VENTURE OWNERADDRS PO BOX 167 1630 HERSHBERGER NW PO BOX 1000 PO BOX 840 PO BOX 27131 590 PETER JEFFERSON PKWY STE 250 3333 NEW HYDE PARK STE 100 3333 NEW HYDE PARK STE 100 MAILCITY WINSTON SALEM ROANOKE MOORESVILLE ROANOKE RALEIGH CHARLOTTESVILLE NEW HYDE PARK NEW HYDE PARK MAILSTATE NC VA NC VA NC VA NY NY MAINZIPCOD 27102 24012 28115 24004 -0840 27611 22911 11042 11042 Kil Department of Planning, Building and Development Room 166, Noel C. Taylor Municipal Building NOV -7 2013 215 Church Avenue, S.W. Roanoke, Virginia 24011 CRY OF ROANOKE Phone: (540) 853.1730 Fax: (540) 853.1230 PLANNING BUILDING AND DEVELOPMENT Date: 10& mov 201 Submittal Number: O wowir�.rrtt Click Here to Print Rezoning, Not Otherwise Listed ❑ Amendment of Proffered Conditions ❑ Rezoning, Conditional ❑ Amendment of Planned Unit Development Plan [J Rezoning to Planned Unit Oevelopment ❑ Amendment of Comprehensive Sign Overlay District ❑ Establishment of Comprehensive Sign Overlay District Address: 11625 Hershberger Rd. Official Tax No(s). 6660108 'l A M01 ON -114M bfr Existing Base Zoning: CLS. Commercial - Large Sites ❑ With Conditions (If multiple zones, please manually enter all districts.) Without Conditions Ordinance No(s). for Existing Conditions (H applicable): I N/A Requested Zoning: I CG, Commercial - General Proposed Land Use: I Commercial Name: Allred Investment Company, LLC Phone Number. +t (336) 760 -0526 E -Mail: I tcs7775 @gmail.com Name: 55 Acquisition, LLC. Phone Number +1 (336) 668 -9999 44035 Premier Drive. Suite 203 High Point, NC 27265 E -Mail: I Steen @triadcommercial.com Name: Commercial Site Design, PLLC. c/o Michael Hicks Phone Number: +1(919) 848 -6121 Address 18312 Authorized Agents Signature: Rd. Raleigh, NC 27613 E -Mail: I hicks@csitedesign.com C;! Completed application form and checklist. JK Written narrative explaining the reason for the request. G� Metes and bounds description, if applicable. Filing fee. ® Concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures. F-1 Written proffers. See the Citys Guide to Proffered Conditions. ROANOKE Concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures. Please label as El 'development plan' if proffered. Development plan meeting the requirements of Section 36.2 -326 of the Citys Zoning Ordinance. ❑ Comprehensive signage plan meeting the requirements of Section 36.2- 336(d)(2) of the City's Zoning Ordinance. Amended development or concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures, if applicable. F- Written proffers to be amended. See the City's Guide to Proffered Conditions. F- Copy of previously adopted Ordinance. (� Amended development plan meeting the requirements of Section 36.2 -326 of the City's Zoning Ordinance. Copy of previously adopted Ordinance. (- Amended comprehensive signage plan meeting the requirements of Section 36.2- 336(d) of the City's Zoning Ordinance. Copy of previously adopted Ordinance. Fj A Traffic Impact Study in compliance with Appendix B -2(e) of the City's Zoning Ordinance. r Cover sheet. r Traffic impact analysis. r Concept plan. ❑ Proffered conditions, if applicable. r Required fee. 'An electronic copy of this application and checklist can be found at www.roanokeva.gov /pbd by selecting 'Planning Commission' under 'Boards and Commissions'. A complete packet must be submitted each time an application is amended, unless otherwise specked by staff. ep COMMERCIAL SITE DESIGN November 5, 2013 City of Roanoke Department of Planning, Building and Development Room 166, Noel C. Taylor Municipal Building 215 Church Ave. S.W. Roanoke, VA 24011 8312CreedmoorRoad Raleigh,NC27613 919.848.6121 Phone 919.848.3741 Fax www.csitedesi9n.com RE: Application for Rezoning of +/- .61 Acre Subject Property located at 1625 Hershberger Rd, for a proposed Krispy Kreme Restaurant. To Whom It May Concern: Project Description SS Acquisition, LLC is the applicant for this rezoning request. The current owner of the subject property is Allred Investment Company, LLC. Michael Hicks of Commercial Site Design, PLLC will be representing the applicant and owner, along with Krispy Kreme Doughnut Corporation, Inc. with regard to filing and administering the rezoning application. The subject property is a +/-.61 acre portion of an existing 4.52 acre tract of land located at the NW corner of Hershberger Rd. and Rutgers St. The 4.52 acre tract is referenced by Tax Map # 6660108. Currently existing on the 4.52 acre tract are two uses, a K &W restaurant (1609 Hershberger Rd.) and an appliance store (1625 Hershberger Rd.), the latter being situated upon the subject property. There are also parking areas upon the overall property which serves both of these existing uses. Surrounding the 4.52 acre tract to the north and west is a Lowes Home Improvement Store, to the south is Hershberger Rd., to the east is Rutgers St., and Stellar— One Bank is situated immediately southeast. The entire property is within the corporate limits of the City of Roanoke. Proposed improvements to the overall property include the continued use of the K &W Restaurant and associated parking lot, demolition of the appliance store, and construction of a new Krispy Kreme restaurant with drive thru. In order to develop the Krispy Kreme restaurant, the creation of a new lot sized at 0.61 acres is required in conjunction with the business transaction. The new Krispy Kreme will be located in the same area of the existing appliance store within the SW comer of the overall 4.52 acre tract. Krispy Kreme intends to construct a new +/- 2,886 sfbuilding upon the .61 acre subject property together with necessary site improvements. City of Roanoke Department of Planning Building and Development November 5, 2013 Page 2 of 4 Reuuested Zoning and Current Land Use Desi¢ nation The current zoning of the overall 4.52 acre tract is CLS (Commercial Large Scale). The existing land use classification is Large Scale Commercial according to the Future Land Use Map found within the Williamson Road Area Plan. All adjoining properties share the same zoning designation and land use. The existing CLS district requires that the minimum lot size of a parcel within this zoning district be at least 1 acre. On the other hand, the CG (Commercial General) district allows a minimum lot size of 10,000 sf. Accordingly, SS Acquisition, LLC is respectfully requesting a rezoning of the .61 acre subject property from CLS to CG in order to create a newly subdivided .61 acre for the Krispy Kreme development. The remainder of the existing 4.52 acre tract, which is proposed to be 3.91 acres after creation of the Krispy Kreme lot, will remain with its current zoning designation of CLS. The improvements planned by Krispy Kreme will be in conformance with all development standards set forth by the CG zoning designation and the Zoning Ordinance. Therefore no variance requests are necessary for redevelopment of the subject property, and the rezoning request contains no proffers. Based on review of the Comprehensive Plan and the Williamson Road Area Plan the subject property is located in regional commercial area that has a land use designation of large scale commercial. As stated in the Williamson Road Area Plan regional commercial areas should be primarily designated with large scale commercial zoning, but may contain limited areas with general commercial districts. Furthermore, general commercial will be limited within locations where existing land uses and scale of development reflect the purpose of those zoning districts and should only be in locations where identified nodes or strategic initiatives are set forth. Given the subject property is located both within a regional commercial and strategic initiative areas the above community design policies support this rezoning request from CLS to CG. In the general vicinity of the subject property trends show that other properties have or are developing primarily for smaller retail/commercial uses. The newly constructed Cookout restaurant and the proposed bank located within the Crossroads Mall at the NE comer of Rutgers and Hershberger are both nearby examples. In fact, the appliance store which currently operates upon the subject property is already a small independently operated small commercial use, although not separately subdivided from the larger 4.52 acre tract. Such smaller outparcel developments on the "front row" of lager commercial uses are common and consistent with the goals of the Comprehensive Plan and Williamson Road Area Plan. The proposed site re- development along with necessary rezoning of the subject property will continue to spur new energy into the area which also creates opportunities to not only increase the tax property value but also create new jobs. As well, the planned improvements allow both the implementation of current City of Roanoke Department of Planning Building and Development November 5, 2013 Page 3 of 4 development standards found in the Zoning Ordinance and also the policies set forth by the Comprehensive Plan. Initiating these ordinances /policies may not be possible if the existing building and subject property were to remain as is without redevelopment. The subject property is not immediately adjacent to any residentially zoned or used properties. Therefore it is not anticipated that the proposed rezoning would have any negative effect on the adjacent properties given each adjacent property contains a commercial zoning designation, specifically CLS. Rezoning the subject property to another commercial classification (CG) will continue to allow by right a restaurant with a drive thru use however rezoning to CG will have stricter development standards such as fapade treatments and maximum setback requirements for the proposed 0.61 acre lot. The improvements proposed by Krispy Kreme will comply with the development standards of the new CG zoning district. Background Data and Suuoortine Documentation with the Krisuv Kreme For several years Krispy Kreme has been seeking a viable location for a new store in Roanoke. The focus area for the new store has been primarily in the general area of Hershberger Road. Another site was considered at 1309 Hershberger Rd. This proposed location was processed for site plan/building plan review, but was ultimately not pursued due to vehicular access constraints. After years of scouting other locations in the general area, the subject property became the ideal location for Krispy Kreme. It goes without saying that the Roanoke market is in great need for a new Krispy Kreme restaurant since the fire destroyed the Melrose Ave. location. Since that time, Krispy Kreme has been logistically moving products from its Winston -Salem headquarters up to the Roanoke market to serve kiosk locations in places such as grocery/convenience stores. To meet market demand for the Krispy Kreme product a new freestanding restaurant with drive tbru is imperative. This building will also serve as a bakery, meaning that hot and fresh Krispy Kreme doughnuts will be made on -site at this specific location. Without approval of the rezoning request this project cannot move forward and in turn the City of Roanoke may not have a freestanding Krispy Kreme restaurant for several years to come. The new 2,886 sf building will contain approximately 50 seats and adequate parking to serve both customer and employee demands. The parking provided will meet the minimum requirements set forth by a bakery/restaurant type use and furthermore will not exceed the maximum parking ratio that is also required by the ordinance. Based on research provided by Krispy Kreme for four (4) existing similarly sized stores in various markets, transaction data shows that the peak hour of transactions which are to be assumed as trips occur on a Saturday evening with an average of 73 peak hour trips between the hours of 8 -9 pm. The peak number of transactions/trips in a day also occur on Saturday with an average of 860 trips between a 20 -24 hour timeframe across the four (4) stores studied. This data provides evidence that the number of trips in a day or during City of Roanoke Department of Planning Building and Development November 5, 2013 Page 4 of 4 a peak hour are significantly below the minimum thresholds that would require a TIA since the proposed use does not exceed a peak hour of 250 trips or 2,500 trips per day. With redevelopment of the subject property into the proposed Krispy Kreme, many enhancements will be made to the site. For instance, the impervious surface areas will be reduced by new landscaping provided to the site. Driveway connections to Hershberger Road will be reduced from three (3) access points down to two (2). Parking spaces will be reduced which in turn also reduces the amount of storm water runoff and provides the opportunity for outdoor seating and new landscaping. The Krispy Kreme building has not only an attractive appearance but is also constructed of quality durable materials that comply with the fagade requirements set forth within the new CG zoning classification. In addition, the location of the new Krispy Kreme building will be placed within the maximum 30 ft setback distance, as also required under the new CG zoning classification. By allowing the requested rezoning of the subject property, the Williamson/Hershberger Rd. area, and the City of Roanoke will all benefit by introducing a state of the art Krispy Kreme building with improvements made to subject property to meet current code. Further, it can be anticipated that there will be increases in the property tax base along with new employment opportunities for the community. Both the Applicant and Krispy Kreme Doughnut Corporation are excited about working with the City of Roanoke towards a successful project, and we all appreciate your consideration of this rezoning request. Best Regards, Michael Hicks Project Manager, Commercial Site Design, PLLC. Cc: Allred Investment Company, LLC SS Acquisition, LLC. Krispy Kreme Doughnut Corporation CONTACT INFORMATION 4 1 1 a d 370 KNOLLWOOD STREET, SURE 500 WINSTON- SALEM, NORTH CAROLINA 27103 PHONE: (336) 725 -2981 FAX: (336) 733 -3798 REZONING PLAN SET SITE ADDRESS: 162514ERSHBERGER ROAD NW ROANOKE, VIRGINIA CSD PROJECT NUMBER: 7RL1301 511E WFORVATpN SHEETINDEX C-1 COYER SHEET C-2 OVERALL CONCEPT PUN G3 CONCEPT PUN Cd LANDSCAPE PUN A6 BU&D1NO ELEVATIONS Eof FLOORPUN 511E WFORVATpN •°m�iew •��mrwn : yI : !Y C -1 -mow • _- dt � _� AIX i I 1 1 I 1 1 I �1 1 1 I I I I i • W^.w s G2 M I - p •` I r \ I r emerrwrea� 0� l II w� e I;I i9 ¢t F 9 i 0 t� N kill W uT� C -3 —Y1 N'N \A A uc:zic.�.a� j .Lr. .� � �..•L �yJ �•� � /r�'jj, r to —;a 3 z'i U� o, N C-4 ���___ ® O :y ® —t -n EXTERIOR MATERIAL rslava•w.nm.'•rPwsxlon a � �+ AII 2 P zW � ne v ..� ® •s .� U tr+mxc � u0. <!a� 'i". 4�'1��}3! 1 Ih�'Fj' +`� ...TY: � � - NYi,.'4. { •f � l 3 ��,�y �� �'`'� - 'Lr,#°� -•^ '• � >ti.. �°y�9➢Q ELEVATION NOTES � i•IHqICI to : tt� .M ��'.. JUG+ :_� °5".. ,'",�, G f 'y�C`�, `�. ryj^'Sn JH ` ♦P`x"w TylP\ ry '4i °' \+tn - `7q�wln. Y•: T�[iV. • � • �a.n°.` m. ®. O�V• ®.... � ® _q it el8-T E3.EYATION lip .J.Y I• SRi+. v nACM1 -"/nay '�.a„P.a'• YC� � � � .«,'twf 5 tFaT qF m��u_sY_ w[ �wiu ®O�.e u�o unn. ®rv.r•�a�rw mw ��I[ i � t %vt3 v Jc���'9'P ,f„ \` xy.a+ - \Li - i5. „ � .`�`..�,�y^ 1 `\ v ^,�.`4 S' .' �; C h ,•M1w 4 r'�i` `l, "�T,• r ,�y 11 04— 1 GENERALNOTES: �:• t Rltlli Ei.EVATION A6 e El _� Will On SQN OFF FLM 61 iE t rDnV[ n: Fwwa'r aux ww, ra MR fit ft 2M PHOTOTYPE - ZM SF wm,Kx „rt ssKn Ymrc. E miu Ku, -,.Ya v -YUpW 9S: HYYrs'1' MIKE LARLr= SIGN OFF -nom s min �,rs xo n am,a vn I CONCEPTUAL C-0UIPMENT PLAN M m. mo`Pa�Orz �u ie emsod SCOPE OF WOW, h f�YY,�[K Pn NV .. EOI C Y p 85 �4cc� -S 5 ZN F i7 PURCHASE AGREEMENT ROANOKE, VIRGINIA THIS PURCHASE AGREEMENT ( "Agreement's is made this the 23rd day of October, 2013 (the "Effective Date "), between ALLRED INVESTMENT COMPANY, LLC a North Carolina limited liability company (the "Seller ") and SS ACQUISITION, LLC, a North Carolina limited liability company (the "Buyer "). STATEMENT OF BACKGROUND Seller is the owner of that certain +/- 4.51 acre parcel of improved real property in Roanoke, Virginia bearing tax map number 6660108 and being the entire property depicted on Exhibit A (herein referred to as the "Shopping Center'. Seller intends to subdivide the Shopping Center into 2 separate parcels (the "K & W Parcel" (3.9 acres) and 'Parcel 1" (.61 acres)) approximately as shown on Exhibit A (each a `Parcel" and collectively the "Parcels" i , J. Seller has agreed to sell and Buyer has agreed to purchase Parcel t in uwo,ucuce with me terms or this Agreement. NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the following: 1.1 All of that certain parcel of property located in Roanoke, Virginia, containing approximately .61 acres and being further depicted as "Parcel 1" on Exhibit A hereto. 1.2 All right, title and interest of Seller, in all improvements now situated or hereinafter constructed on the Property and all rights, easements, and appurtenances now or hereafter belonging thereto. 1.3 Non - exclusive right of ingress to and egress from the Property as set forth in Section 5.4, { including across the drive aisles, driveways and access points now located on the Shopping Center. 1.4 Seller's right title and interest, if any, in any easements, covenants or restrictions benefiting the Property. The foregoing shall hereinafter be referred to collectively as the "Property." { 2. Purchase Price . 211 The "Purchase Price" 2.2 The Purchase Price shall be payable as follows: (a) sa4as4.2 damage or liability which Seller may suffer by reason of any such entry by Buyer or its engineers, contractors, inspectors, agents or their respective agents or employees prior to Closing. The obligations of Buyer set forth in this Section 4.2 shall survive Closing or a termination of this Agreement for a period of one (1) year from the date of Closing or any termination permitted under this Agreement. 4.3 Buyer may secure, at Buyer's expense, an "as built" metes and bounds survey of the Property and the Shopping Center, prepared by a Registered Land Surveyor (the "Survey "). Additional Covenants and A¢reements 5.1 Seller shall cooperate with Buyer in securing any rezoning, building permits, subdivision and site plan approval or other governmental permits and approvals deemed necessary by Buyer for Buyer's planned development; provided such items shall be pursued at Buyer's expense. 5.2 The Property shall be delivered by Seller free of any leases or the claims of any tenants in possession. 5.3 Prior to Closing, Buyer, with Seller's cooperation, shall, at Buyer's expense, cause the Property to be duly and validly subdivided to create Parcel 1 (the "Subdivision's. Buyer shall submit to Seller a proposed subdivision plat to effect the Subdivision within 60 days of the Effective Date (the "Plat). Seller shall approve and sign the Plat or provide written objections to the Plat. The Plat as approved by Seller shall be used to effect the Subdivision and the Property as shown on the Plat shall be conveyed to Buyer at Closing. In the event there are development requirements in connection with the Subdivision imposed by any applicable governmental authority with jurisdiction over the Parcels, Buyer shall bear all such requirements and costs. 5.4 At Closing, Seller shall record an instrument which will restrict, encumber and benefit the Property and Shopping Center (the "Declaration "). The Declaration will contain terms substantially similar to the following: F Cross Access: Vehicular and pedestrian cross access among the Parcels of the ing Center over and across all drive aisles, entranceways and driveways. The ation shall designate certain cross access points between the Parcels which must n open to vehicular traffic at all times, similar to the cross access points shown on (b) Cross Parking: The Declaration shall provide for cross parking among the Parcels for customer overflow parking (not employees). (c) Deleted. (d) Relocation of the K &W Dumgster Enclosure: When the Property is developed, Buyer shall be responsible (at Buyer's expense) for moving the dumpster enclosure to the location depicted on Exhibit A or such other location as the Parties mutually agree upon. Buyer shall have a temporary construction easement on the Property in order to relocate 604084J1 such dumpster, and will coordinate any such construction in advance with Seller. (e) Deleted. (f) (p) Utility Easements: The Declaration shall permit underground utility lines to cross among the parcels within the Shopping Center, provided that such utility lines are located and installed in a manner that will not disturb the improvements or business operations on any of the Parcels. The Parcels shall have the right to connect to all utilities within the Shopping Center and to run utility lines across the Shopping Center to connect to public utilities. The Parcels shall have the right to use all storm drainage facilities within the Shopping Center. Provided, any detention ponds, storm drainage facilities or expansions or improvements of utilities required by the governmental authorities in connection with the Subdivision shall be home by Buyer. 5.5 rfl:m (h) (i) Deleted. (k) Seller shall provide Buyer with a draft of the Declaration within 60 days of the Effective Date for Buyer's review. h` Buyer has any objection to the Declaration, Buyer shall notify Seller of such objection and any proposed changes within twenty (20) days of its receipt of the draft Declaration. Seller will either accept or reject such proposed changes within ten (10) days thereafter by written notice to Seller. At Closing, Seller shall provide evidence that any mortgage encumbering the Shopping Center is subject and subordinate to the Declaration such that Buyer is able to secure title insurance for its rights under the Declaration without exception for such mortgages. IN W FNESS WHEREOF, dte parties have caused this Agreement to be executed by their duly authorized manager, and their respective scats to be affixed, all as of the date first stated above, BUYER; SSA U 1 ION, By: e R Sr v4 M nager SELLER: ALLREED INVESTMENT COMPANY, C��O��MPANY, LLC By: AR19 qa .m Dax Allred Its: Mar}a},�r,rP9 Todd S Its: Man r ESCROW AGENT HEREBY ACKNOWLEDGES RECEIPT OF THE DEPOSIT OF 57$00 AND A COPY OF THIS AGREEMENT, AND AGREES TO ACT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. Isaacson Isaacson Sheridan Fountain & Leftwich, LLP By: Desmond G. Sheridan, Partnor Date: soroeaz I EXHIBIT A TO PURCHASE AGREENO T I - -- -------------- -- - s S3 ACQL&%7 ON$ CCC . COMMFRCIAL - -. —_ SI7F bFSI(.N � PAHIMNNRYSKElOI ���_r � . ' l all , KRISPY KREME ROANOKE VA:: October 31, 2013 :: EIFS EXTERIOR :: Roanoke, VA CURRENT CODE FOR 1625 HERSHBERGER RD. NW( SITE # 3) CLS ZONING FREESTANDING SIGN 150 SQ. / 25' TALL KRISPY KREME KRI 15Q. OF AREA PER 1 SQ. FOOT OF LINEAR PROPERTY FOOT Iccatbn Roanoke, VA WALL SIGNS D2wing # MIN. 32 SQ. FEET / 1 SQ. FOOT OF SIGN AREA KK.RO,VA. 06.06.13 PER 1 LINEAR BUILDING FRONT/ ALL 4 Scala ELEVATIONS AS NOTED Designer Pmlett Menage MENUBOARD RM SH ALLOWANCE / 50 SQ. FEET / 8' TALL 6.17 -11 Add SRe Plan -IN CANOPY LETTERS 3,30,11 New Site Plan - IN 10.78 -13 EDITS -RM NOT ALLOWED TO PROJECT ABOVE OR BELOW THE CANOPY. IF LETTERS REQUIRED THEY MUST BE ATTACHED TO THE FACE OF THE CANOPY INTERIOR NEON SIGNS ALLOWED 50 %OF WINDOW AREA DOES NOT COUNT AGAINST ALLOWED WALL "ea SIGN AREA Q APPROVED 3 APPROVED AS NOTED WALL SIGNAGE TOTAL SOFT =136 1 0 REVISE AND RESUBMIT (PAGE 2 AND 3) 1 Nam Eri MAIN OFFKE 1101 -A W.Melinda Ln. Mean., AZ 8501 PH: (623)792 -3061 F %(623)792 -306? 2of16 Roanoke, VA FRONT ELEVATION Q4'-6" WALL SIGN 57.9 SOFT WITH A 12' LONG WHIP O3'-r INTERIOR NEON SIGN REAR ELEVATION OALUMINUM CANOPY © V -0" EXTERIOR NEON SIGN KRISPY KREME laedan Roanoke, VA Drawing a KK.RO,VA. 06.06.13 Scale AS NOTED Designer Project Manage rR SH Add S@e Plan•IN Naw Site Plan -IH 3 EDITS-RM ❑ APPROVED ❑ APPROVED AS NOTED ❑ REVISE AND RESUBMIT Name Ew MAIN OFFICE 1101 -A W.Melircla Ln. Phoem, A2 85027 PH: [623)792.3%1 FX 16231792 -3062 I of 16 Roanoke, VA MAIN ENTRANCE RIGHT SIDE ELEVATION Q4'-6" WALLSIGN 57.9 SOFT WITH A 12' LONG WHIP O3' -8" INTERIOR NEON SIGN KRISPV KREME t adon Roanoke, VA Drawing# KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmjed Menage RM SH 9 6 -12.11 Add Site Plan -IN 9-3611 New SNBPNn -IN 1618 -13 EDITS -RM Q APPROVED Q AWROVED AS NOTED REVISE AND RESUBMIT O4' -6" WALLSIGN 57.9 SQFT WITH A 12' LONG WHIP 0 3' -8" EXTERIOR NEON SIGN of O L Roanoke, VA 12-401/2" BOW TIE SIGN SCALE: 3/8 " =1' -0" LAMP LAYOUT SCALE: 3/8 " =1' -0" BOWTIE SIGN CABINET SQUARE FOOTAGE 57.92 Internally illuminated single face wall sign with pan- formed, embossed plex face. Sign to mount to wall with 11/2' angle and non - corrosive fasteners as required. Retainer size: 11/2" Illumination: Daylight HO fluorescent lamps (Electrical signs are U/L approved) Cabinets and retainers..... Painted Azko Nobel #ALU33754 "Brushed Aluminum" Panned face ..............3 /16" clear plex with second surface graphics application " Bowtie ........................................................ Painted to match PMS #3425 green "Krispy Kreme" logo .................. ........................Painted to match PMS #200 red "Doughnuts and @(flat cut out) ............................... ..........................White vinyl Six attachment points (bolt type per field conditions). PAN FORMED & EMBOSSED SG -100 ACESOLAR GRADE .177 LEXAN FACE )NNECT SWITCH A BOW TIE SIGN SCALE: 3/8 " =1' -0" cnent KRISPY KREME lttatim Roanoke,VA Dowing N KK.RO,VA. 06.06.13 Scale AS NOTED Designer Pmlee Manage RM SH 6 -12 -11 Add Site Plan -IH 9-3611 New Slte Plan -IH 1618 -13 EDITS- RM •aaa Q APPROVED I] APPROVEDASNOTED Q REVISE AND RESUBMIT Name Date Q•� SS of 16 O �1 8 4�0� V. 0aaC�tiN ,a 09t&tz(01) Nev/ 1 INTERIOR NEON WINDOW SIGN SCALE: 3/4 " =1' -0" Roanoke, VA BACK FACES INTERIOR SCALE: 3/4 " =1' -0" POWER CORD RUNS UP THROUGH MOUNTING TUBE 2 "X2" SQUARE TUBE PAINTED AZKO -NOBEL #ALU33754 BRUSHED ALUMINUM 1/4" CLEAR POLYCARBONATE FACE DISCONNECT SWITCH 8MM CLEAR RED NEON 1" CHROME TRIM CAP 1" CHROME TRIM CAP 6" DEEP ALUMINUM FABRICATED CABINET: AZKO -NOBEL #ALU33754 BRUSHED ALUMINUM VENTS INSTALL 2" FROM WINDOW 18" POLYCARBONATE FACE ATH FIRST SURFACE DIGITAL PRINT 2 SIDE VIEW SCALE: 3/4 " =1' -0" ELECTRICAL NOTES: SIGN REQUIRES 1(ONE) 20 AMP CIRCUIT 12 AMPS PER SIGN. ELECTRICAL SIGNS ARE U/L APPROVED SIGN NOTES: ELECTRICAL WIRING SHALL RUN UP THE RIGHT ARM (AS SHOWN) TO THE ELECTRICAL SOURCE IN CEILING. WIRING SHALL NOT BE MODIFIED OR TAMPERED WITH DURING INSTALLATION. ALL NEON (COPY AND BORDERS)( WILL BE ILLUMINATED WHILE DOUGHNUTS ARE BEING ILLUMINATED WHILE DOUGHNUTS ARE BEING MANUFACTURED. OTHERWISE, THE SIGN SHALL REMAIN COMPLETELY OFF. TRANSFORMERS ARE INSTALLED WITHIN THE CABINET. Clem KRISPY KREME Ittadon Roanoke, VA Dmwing# KK.RO,VA. 06.06.13 Scale AS NOTED De51gnw Project Manage RM SH 6-U -11 Add SAe Plan -IH 9.3611 NeWSlte POn -IN 1048 -13 EDITS -RM 0 APPROVED 0 APPROVEDASNOTED Q REVISE AND RESUBMIT Name Ivoces Ef I MAIN OFFICE 5101-Aw.Melinda Ln. Pbwri.,AZ85027 PH: 162317923061 F1: 16231792.3061 of © 16'-0• MMn 9IeI Gbxlet 6�'DAxwTbN CBYM � —_ I n�til I reopl 's r GpF b N b Fa fiuiZ Front View of DIF Pylon Sign - 5 -7" x 16' .0" THREE 20 AMP CIRCUITS REQ'D (ONE FOR BOWTIE I OT SIGN, TWO FOR HDN SIGN). l9J SIGN NOTES: Main Sign 5•rx 18'-0' Panay B EriWONea union n l r Akmimm FeNba✓ea QWmL UWMarmaam... AaolkaaeMLLwi6l BnwwMxe YICPln Few_- ���. Lw M Iaaa Pw•e Lew Me Gapbb 'BaW _JaYYlb aaM Flm Nenpma 'MNBnn•�..— JWbObisH PW 1010Mtl tbibnM��� .�Wele Mti W .6� 4F1e I.M4 meuN11T m edr SIGN NOTES: "Drive -Thru" CaNnet IV x e- P Fat Plat Face In 221? Dnp Alw*wa FeMaw6 Cahh Ceaw a t• W IYI'M......PwM b May PMB aM9 6wn ui Mawwrowaemm PMBe Baca -D Be W M \Ytiw •DiA'e -Tlim' Copy SIGN NOTES: "HotI NaW'Noon Sign sax 9.11' Exposed Nam M Clew bean Cmmr In 2V DwpA,~ Fdc*W CWM rrew_ as clvaa r.nx °•�- ••Fwwtwam Rbutl Na la BMi) ..f IA 1•N aM aw alFlanaAw �+- •ropxwErw�TahW NEw�1Wet- ��'aaa1iaRMl b SIGN NOTES: Alum. Feb. Pole Cover 3r Vd*ALIaFW' Pow Cvnrw rRe6n EndSeNOR Pd4w •'- NaaeNIILMBMMMxn SIGN NOTES: IC1lAx5VV&@x1T DwpAwln FabHM Fa xddan OW W WB W Ena F*xWdm Dow —_ Am IbLMLMwa,walNw CDmt KRISPY KREME 1VANm. FedA1W locebon ceawl Roanoke, VA DNwinga KK.RO,VA. 06.06.13 Scale AS NOTED 22I!lWweNxn. Fawc&w Ceypa Designer Pnject Manage RM SH • •- e e 2•Wltle AIwn Fabdc,WC,W* 6 -11 -11 Ad6SRe Plan -IH PerbiaaEwnb 9.3611 New Ste Plan -IH (eveneNbwwmWcb,%Q 141613EDITS.RM If Wqe Nxn Fe Pow Cow e - Q APPROVED r] APPROVEDAS NOTED REVISE AND RESUBMIT Name Date Side View e Weekly average Shop 4 _ Transactions hour# Hour 1 1:01 AM -2:00 AM 5 5:01 AM -6:00 AM 6 6:01 AM -7:00 AM 7 7:01 AM -8:00 AM 8 8:01 AM -9:00 AM 9 9:01 AM -10:00 AM 10 10:01 AM -11:00 AM 11 11:01 AM -12:00 PM 12 12:01 PM - 1:00 PM 13 1:01 PM -2:00 PM 14 2:01 PM -3:00 PM 15 3:01 PM -4:00 PM 16 4:01 PM -5:00 PM 17 5:01 PM -6:00 PM 18 6:01 PM -7:00 PM 19 7:01 PM -8:00 PM 20 8:01 PM -9:00 PM 21 9:01 PM -10:00 PM 22 10:01 PM -11:00 PM 23 11:01 PM -12:00 AM iota i Transactions hour # Hour 1 1:01 AM -2:00 AM 2 2:01 AM -3:00 AM 3 3:01 AM -4:00 AM —Frainscic+I e-r" /Ti' lf D n Weekday Sunday 7 22 30 39 33 25 23 28 29 31 29 30 37 43 35 19 3 2 Monday Tuesday Wednesday Thursday Friday Saturday 0 0 11 13 16 16 20 11 27 30 34 35 40 25 33 39 41 45 48 35 34 38 37 44 44 37 32 33 36 39 41 37 26 26 28 31 35 32 23 24 23 27 31 30 25 24 27 28 35 29 28 29 30 34 38 33 33 37 37 41 42 33 35 33 36 41 41 34 28 29 30 31 37 33 28 29 30 34 42 42 34 36 36 39 45 47 28 32 33 37 51 50 17 18 21 23 46 46 0 0 0 0 25 23 - 1 Weekday Sunday Monday 2 1 - 0 Tuesday Wednesday Thursday Friday Saturday 0 3 2 5 5:01AM- 6:OOAM 6- 0 0 0 0 6 6:01 AM -7:00 AM 9 10 11 15 16 20 13 7 7:01 AM - 8:00 AM F 23 23 30 35 42 49 33 8 8:01 AM - 9:00 AM 42 31 34 42 46 49 45 9 9:01 AM -10:00 AM 55 35 32 38 42 43 54 10 10:01 AM - 11:00 AM 48 34 31 31 39 43 55 it 11:01 AM -12:00 PM 36 25 24 25 28 32 42 12 12:01 PM -1:00 PM 28 22 22 23 26 29 33 13 1:01 PM - 2:00 PM 30 23 26 25 29 32 34 14 2:01 PM - 3:00 PM 32 28 26 28 33 34 38 15 3:01 PM -4:00 PM 37 33 32 36 38 40 42 16 4:01 PM - 5:00 PM 41 30 32 33 37 39 44 17 5:01 PM - 6:00 PM 44 27 29 32 33 39 47 18 6:01 PM - 7:00 PM 52 33 33 39 40 47 57 19 7:01 PM - 8:00 PM 55 38 40 44 45 59 69 20 8:01 PM - 9:00 PM 46 39 41 43 48 70 21 9:01 PM -10:00 PM 28 31 29 32 38 70 74 22 10:01 PM -11:00 PM 1 1 3 1 2 49 54 23 11:01 PM -12:00 AM 0 - 1 - - 21 Grond Total 6 08 464 477 524 585 765 835 OPRO - Transactions Weekday hour# Hour Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 1:01 AM -2:00 AM 3 1 1 1 1 1 3 2 2:01 AM- 3:OOAM 1 1 1 1 0 1 1 3 3:01 AM -4:00 AM 1 0 1 1 0 1 1 4 4:01 AM -5:00 AM 1 0 1 1 1 2 1 5 5:01 AM- 6:OOAM 2 2 2 3 3 6 4 6 6:01 AM - 7:00 AM 8 11 14 17 20 29 17 7 7:01 AM - 8:00 AM 24 19 28 28 32 51 38 8 8:01 AM - 9:00 AM 52 28 31 33 37 49 67 9 9:01 AM - 10:00 AM 66 30 27 31 35 43 75 0 10 10:01 AM - 11:00 AM 62 22 22 24 27 40 66 11 11:01 AM - 12:00 PM 41 19 17 18 22 27 46 12 12:01 PM - 1:00 PM 29 17 17 16 20 23 36 13 1:01 PM - 2:00 PM 32 20 18 20 23 28 35 14 2:01 PM - 3:00 PM 43 23 22 25 27 32 44 15 3:01 PM -4:00 PM 53 28 26 33 33 39 56 16 4:01 PM - 5:00 PM 59 34 25 32 33 42 64 17 5:01 PM - 6:00 PM 63 31 27 30 34 42 67 18 6:01 PM - 7:00 PM 64 31 29 33 38 45 70 19 7:01 PM - 8:00 PM tj 53 36 36 39 45 61 78 20 8:01 PM - 9:00 PM 39 39 38 45 49 73 84 21 9:01 PM - 10:00 PM f 19 22 24 26 32 77 85 22 10:01 PM - 11:00 PM 6 7 7 8 11 51 53 23 11:01 PM -12:00 AM 3 3 3 3 5 16 17 24 12:01 AM - 1:00 AM 7 1 2 2 1 3 Grand Total 733 425 419 471 530 780 1,015 Shop 262 Transactions Weekday hour# Hour Sunda v Monday Tuesday Wednesday Thursday Friday Saturday 1 1:01 AM -2:00 AM 5 2 2 2 2 3 5 2 2:01 AM -3:00 AM 4 1 1 1 2 2 3 3 3:01 AM -4:00 AM 2 1 1 1 1 1 2 4 4:01 AM -5:00 AM 1 1 1 1 1 1 1 5 5:01 AM -6:00 AM 2 1 2 2 2 2 3 6 6:01 AM - 7:00 AM 16 15 17 18 22 26 25 7 7:01 AM - 8:00 AM 35 26 37 41 46 59 47 8 8:01 AM - 9:00 AM 49 32 38 43 47 55 66 9 9:01 AM - 10:00 AM 58 32 37 40 39 49 74 10 10:01 AM - 11:00 AM 47 28 27 32 31 40 62 11 11:01 AM - 12:00 PM 28 20 20 19 23 28 41 12 12:01 PM - 1:00 PM 24 21 20 19 23 25 34 13 1:01 PM - 2:00 PM 27 22 22 22 23 29 34 14 2:01 PM - 3:00 PM 32 24 24 26 26 30 38 15 3:01 PM - 4:00 PM 35 28 27 30 33 35 46 16 4 :01 PM - 5:00 PM 46 30 35 37 43 41 55 17 5:01 PM - 6:00 PM 63 31 42 45 46 48 76 18 6:01 PM - 7:00 PM 68 35 42 46 48 56 78 19 7:01 PM - 8:00 PM 55 44 47 48 51 63 82 20 8:01 PM - 9:00 PM 44 46 46 48 51 65 82 21 9:01 PM -10:00 PM 35 37 38 41 43 70 77 22 10:01 PM - 11:00 PM 19 16 16 15 20 49 50 23 11:01 PM - 12:00 AM 8 7 7 9 9 26 22 24 12:01 AM - 1:00 AM 10 4 3 4 5 5 Grand Total 713 503 550 590 638 808 013 ,—, 5 k� ! 5� <3 loD cicu� Tr'PS p -e,o d-_ "0 I 5C -73 S-9 %'n P TAXID LOCADDR 2271001 1620 HERSHBERGER RD NW 2271011 1630 HERSHBERGER RD NW 6650111 5040 RUTGERS ST NW 6660105 1419 HERSHBERGER RD NW 6660106 1535 HERSHBERGER RD NW 6660109 1611 HERSHBERGER RD NW 6660110 1420 TO W NE SQUARE BLVD NW 6660116 0 RUTGERS ST NW Adjoining Property Owners —1609 Hershberger Rd., NW OWNER VIRGINIA FIRST SAVINGS BANK FSB SEXTON CLIFFORD R & SEXTON ARLENE LOW E'S HOME CENTERS INC FAIRWAY ROANOKE LLC FIRST - CITIZENS BANK & TRUST COMPANY SOUTHWEST VIRGINIA SAVINGS AND LOAN TOWN SQUARE LLC TOWNE SQUARE JOINT VENTURE OWNERADDR3 PO BOX 167 1630 HERSHBERGER NW PO BOX 1000 PO BOX 840 PO BOX 27131 590 PETER JEFFERSON PKWY STE 250 3333 NEW HYDE PARK STE 100 3333 NEW HYDE PARK STE 100 MAILCITY WINSTON SALEM ROANOKE MOORESVILLE ROANOKE RALEIGH CHARLOTTESVILLE NEW HYDE PARK NEW HYDE PARK MAIL5TATE NC VA NC VA NC VA NY NY MAINZIPCOD 27102 24012 28115 24004 -0840 27611 22911 11042 11042 a. y 0 t. rn d, 0 G6JO7o 666010. CG c 6660 09 611 Mi j ,J �µ4iAe Y i w .n 2jQ .. HERsNBER�R N 07p? 2271 27 10 'ooh > 00 � q j ?moo 0��� TD�Q 7 2 rL 10 O 710 71 10 10 226 22 >0 .j`�0� 710 710 710 710 CO v 710 710 711 oS tiANN O M � X( 7710 10 22 10 0 2 �' ?� 27 10 2 ?j �10 70�y2208 Ef �� >> '�i, r, ?2�� off 71; sr 1625 Hershberger Road, N.E. F� ��� '�i m OJT `'�, " Official Tax Map No. 6660108 702 st : 34 vS 121 �y The Roanoke Times Roanoke, Virginia Affidavit of Publication PUBLIC NEARING The Roanoke Times I NOTICE All In plicatlon by-5 lulsition, LLC to rezone Mon of the proper c a t a d at 160 08. The rezone CITY OF ROANOKE, PDV Chamber, 'No urth flo o r District �(CLS) Room 14 0, Noel C. Teyl COmmercialGenerel [ PLANNING, BLDG., DEV Municipal Building, 21 -(CG). The land Church Avenue, S.W•cale ories permlHetl 215 CHURCH ROOM 166 Roanoke, Virgin la. AICG District Inc ROANOKE VA 24011 applications are availabhaccommodations and for review in the Planniryliving; commer Rulldina and Developmen,_..._.., _,......,,hi REFERENCE: 80076514 Any person with a dlsabill utility; agricultural accessory, with a mar 13495452 PUBLICHEARINGNOTICEA requiring any specs floor area ratio of 5.( accommodation to alten I participate In th comprehensive PpI participate in thI designates the prope State of Virginia Planning Building an large scale command at (54( The proposed uee City Of Roanoke 1353 )evelopmenl -1730 at least five da' property bars oral nlor to the schedule food production, I inning. eating eslablishmer Z, (the undersigned) an authorized representative The City of RoanoP drive - through facility. of the Times -World Corporation, which corporation Planning Commissional Rebecca Cock hold a'pub11< hearing - is publisher of the Roanoke Times, a daily IOecemb, Secretary, City Pie 10,o mmisslon es newspaper published in Roanoke, in the State of newspaper son 1:3i p.a ar bsoon matters may appal d,M1 coreI at these applicatloro: Virginia, do certify that the annexed notice was ]Application by Pegasus published in said newspapers on the following ITower Ower Company, LLC to dates: amend the Planned It Development Plan as s It pertains to1Franklin en sw . containing City /County of Roanoke, Commonwealth /State of Virginia. Sworn and subscribed before me this __J_\�L"ay of Dec.201 Witness my hand and official seal. c_ PUBLISHED ON: 11/27 12/04 Public c�Q�ONO �R Y��2'r y * . RI_G, ,r G9095G 41 - °.'NIPJII�6IGN _z _ Cn i Q TOTAL COST: 1,327.92 FILED ON: 12/11/13 In. 1040102, to permit onstructlon of a wireless elecommunlcatlons tower n. Phase I. and an office wilding in Phase I1 . on the Iroperty previously rezoned out t )e epmeW IIMPUD) luring the comprehensive etching, ordinance 37269- 120505, on ) ecember 5, 2005. The and use categories Ditric permitted l include residential; aaommodations and group living; commercial, a s s e m b I antl entertainment; public Institutional and communitl facilities; transportation utility; agricultural; an, accessory, with a maximun density of one dwelling uni per 1,800 square feet of to area. The comprehensive plan designates lhi professional, antl /or . medical clinic and /or business service) establishment, not otherwicelisled. 'ouncli will hold public Inge on the aforesaid stations on December 1013, at 7:00 p.m., or on as the matters may had. hanle M. Moon, MMC, Nerk )sty of Roanoke Board ,ning Appeals will hold Alc hearing on Aber 11, 2013, at p.m., or as soon as the are may be heard, to ider than applications: Ilcatlon from D. R ;, tot a special on pursuant to 36.2 -322, Zoning, he City of Roanoke as amended, to a recycling center cker yard at this Ion from Roanoke elopment antl (1979), as to allow the of a twofamly this location. from Roanoke )pment and luthorlty. for HoanOke (la la), as amended, to allow the construction of a two-family dwelling, at this location. Rebecca Cockmm; Secretary, City Board of Zoning Appeals (13495452) Authorized Signature: r Billing Services Representative PUBLIC HEARING NOTICE PUBLIC HEARING NOTICE All public hearings advertised herein will be held in the City Council Chamber, fourth floor, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia. All applications are available for review in the Planning Building and Development office, Room 166, 215 Church Ave. S.W., Roanoke, VA. Any person with a disability requiring any special accommodation to attend or participate in the hearings should contact Planning Building and Development at (540) 853 -1730 at least five days prior to the scheduled hearing. The City of Roanoke Planning Commission will hold a public hearing on December 10, 2013, at 1:30 p.m., or as soon as the matters may be heard, to consider these applications: Application by Pegasus Tower Company, LLC to amend the Planned Unit Development Plan as it pertains to 1809 Franklin Rd., SW, containing approximately 4.3610 acres, bearing Official Tax No. 1040102, to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase lI on the property previously rezoned to Institutional Planned Unit Development Plan (INPUD), during the comprehensive rezoning, Ordinance 37269 - 120505, on December 5, 2005. The land use categories permitted in the INPUD District include residential; accommodations and group living; commercial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory, with a maximum density of one dwelling unit per 1,800 square feet of lot area. The comprehensive plan designates the property for commercial use. The proposed use of the property is wireless telecommunications facility and commercial building including office, general and professional, and/or medical clinic and /or business service establishment, not otherwise listed. Application by SS Acquisition, LLC to rezone a portion of the property located at 1609 Hershberger Rd., N.W., bearing Official Tax No. 6660108. The application is to rezone the 0.61 southernmost portion of Official Tax No. 6660108 from Commercial -Large Site District (CLS), to Commercial - General District (CG). The land use categories permitted in the CG District include accommodations and group living; commercial; industrial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory, with a maximum floor area ratio of 5.0. The comprehensive plan designates the property for large scale commercial use. The proposed use of the property is bakery, confectionary, or similar food production, retail; eating establishment; and drive- through facility. Rebecca Cockram, Secretary, City Planning Commission City Council will hold public hearings on the aforesaid applications on December 16, 2013, at 7:00 p.m., or as soon as the matters may be heard. Stephanie M. Moon, MMC, City Clerk The City of Roanoke Board of Zoning Appeals will hold a public hearing on December 11, 2013, at 1:00 p.m., or as soon as the matters may be heard, to consider these applications: Application from D. H. Griffin Wrecking Company, Inc. for properties located at 3355 Shenandoah Avenue, N.W., 0 Salem Turnpike, N.W. and 0 Westwood Boulevard N.W., such properties being a portion of Official Tax Number 2640313, and Official Tax Numbers 2640349, and 2640326, in their entirety, zoned I -1, Light Industrial District, for a Special Exception pursuant to Section 36.2 -322, Zoning, Code of the City of Roanoke (1979), as amended, to operate a recycling center and wrecker yard at this location. Application from Roanoke Redevelopment and Housing Authority, for property located at 1631 Rorer Avenue S. W., bearing Official Tax No. 1211709, zoned RM -1, Residential Mixed Density District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to allow the construction of a two - family dwelling, at this location. Application from Roanoke Redevelopment and Housing Authority, for property located at 1801 Rorer Avenue S. W., bearing Official Tax No. 1312215, zoned RM -1, Residential Mixed Density District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to allow the construction of a two - family dwelling, at this location. Rebecca Cockram, Secretary, City Board of Zoning Appeals Please publish in newspaper on November 27 and December 4, 2013. Please bill and send affidavit of publication to: Rebecca Cockram, Secretary City Planning Commission Room 166, Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, VA 24011 (540) 853 -1730 Please send affidavit of publication to: Stephanie M. Moon, MMC, City Clerk 215 Church Avenue, S. W., Suite 456 Noel C. Taylor Municipal Building Roanoke, Virginia 24011 -1536 (540) 853 -2541 AFFIDAVIT APPLICANT: S. S. Acquisition, LLC LOCATION: Portion of 1609 Hershberger Rd., N.W., Tax No. REQUEST: Rezoning COMMONWEALTH OF VIRGINIA ) TO -WIT: CITY OF ROANOKE ) The affiant, Rebecca Cockram, first being duly sworn, states that she is Secretary to the Roanoke City Planning Commission, and as such is competent to make this affidavit of her own personal knowledge. Affidavit states that, pursuant to the provisions of Section 15.2 -2204, Code of Virginia, (1950), as amended, on behalf of the Planning Commission of the City of Roanoke, she has sent by first -class mail on the 27th day of November, 2013, notices of a public hearing to be held on the 10th day of December, 2013, on the request captioned above to the owner or agent of the parcels as set out below: Tax No and Owner's Name and Address 2271001 % B B & T PROPERTY TAX DEPT VIRGINIA FIRST SAVINGS BANK FSB PO BOX 167 WINSTON SALEM NC 27102 2271011 SEXTON CLIFFORD R & SEXTON ARLENE 1630 HERSHBERGER RD NW ROANOKE VA 24012 6650111 ATTN TAX DEPT 2 ETA LOWE'S HOME CENTERS INC PO BOX 1000 MOORESVILLE NC 28115 6660105 % THALHIMER FAIRWAY ROANOKE LLC PO BOX 840 ROANOKE VA 24004 -0840 6660106 MAIL CODE: DAC 41 FIRST - CITIZENS BANK & TRUST COMPANY PO BOX 27131 RALEIGH NC 27611 6660109 %FNB CORP /CORP ACCOUNTING SOUTHWEST VIRGINIA SAVINGS AND LOAN ASSOC 590 PETER JEFFERSON PKWY STE 250 CHARLOTTESVILLE VA 22911 6660110 TOWN SQUARE LLC 3333 NEW HYDE PARK STE 100 NEW HYDE PARK NY 11042 6660116 TOWNE SQUARE JOINT VENTURE 3333 NEW HYDE PARK STE 100 NEW HYDE PARK NY 11042 Rebecca Cockram SUBSCRIBED AND SWORN to before me, a Notary Public, in the City of Roanoke, Virginia, this 27t y of Novem r, 201���/�'�'" Notary Public CANDACE R. MARTIN NOTARY PUBLIC Commo.m^.•ealth of Virginia Reg. ¥282076 My Commission Expires STEPIIANIE M. MOON, MMC City Clerk CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E-mail: clerkeroanokeva.gov December 17, 2013 Maxwell H. Wiegard, Attorney Gentry, Locke, Rakes and Moore 10 Franklin Road, S. E., Suite 800 Roanoke, Virginia 24011 Dear Mr. Wiegard: JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk The City Council conducted a public hearing in connection with the request of Pegasus Tower Company, LLC, to amend the Planned Unit Development Plan as it pertains to 1809 Franklin Road, S. W., to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase II, at its regular meeting held on Monday, December 16, 2013. On motion, duly seconded and unanimously, as requested by the petitioner, the matter was remanded to the City Planning Commission. Sincerely, _/ m 'Y-1 6` w ) ` w l Stephanie M. Moon, MMC City Clerk Enclosure PC: Christopher P. Morrill, City Manager Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance I GENTRY LOCKE RAKES & M ®REL`r' Maxwell H. Wil Attorneys Facsimile 540983.9400 (540) 983 -9350 Post Office Box 40013 m egard@genWocke.com Roanoke, Virginia 24022 -0013 December 12, 2013 VIA HAND DELIVER YAND E -MAIL Stephanie Moon, City Clerk 215 Church Avenue, SW Noel C. Taylor Municipal Building Suite 456 Roanoke, VA 24011 Re: Request for Remand of Application Amendment of Planned Unit Development Plan (the "Application ") to the Roanoke City Planning Commission Applicant: Pegasus Tower Company, LLC Property Owner: Timberbrook Properties VI, LLC Property: 1809 Franklin Road, S.W. (Tax Map No.: 1040102) Dear Ms. Moon: We serve as zoning counsel to Pegasus Tower Company, LLC, the Applicant seeking Amendment of Planned Unit Development Plan governing the parcel of real property referenced above. The purpose of this letter is to request that the Roanoke City Council remand the above - referenced Application to the Planning Commission for the reasons set forth below. In the alternative, for the same reasons, the Applicant hereby requests a continuance of the public hearing for this matter from the agenda for the Roanoke City Council's December 16, 2013, meeting to the agenda for the Roanoke City Council's January 21, 2014, meeting. We attended the Roanoke City Planning Commission's meeting on December 10, 2013, on behalf of the Applicant, for a public hearing on the above - referenced Application. Immediately prior to the Planning Commission's vote on the Application, one of the members of the Planning Commission made certain comments concerning his reasons for opposing the Application that the Applicant believes suggest that there was some confusion regarding the Planning Commission's role in evaluating the Application and the permissible grounds for opposing the Application under the Telecommunications Act of 1996. The Applicant would appreciate the opportunity to address such issues with the members of the Planning Commission at its December 20, 2013 work session and its January 14, 2013 meeting. Furthermore, in response to certain comments made by members of the public and the Planning Commissioners at the December 10, 2013, public hearing, the Applicant plans to make certain appropriate amendments to the Application and file an Amended Application No. 2 for the Planning Commission's consideration. For the foregoing reasons, the Applicant hereby 11589/10/6504392v1 10 Franklin Road SE, Suite 800 :• Roanoke, VA 240111- Toll Free: 866983-0866 w gentryloeke.com GENTRY LOCKE RAKES & M ®RE" Stephanie Moon, City Clerk December 12, 2013 Page 2 respectfully requests that the City Council remand this matter to the Planning Commission for further proceedings or, in the alternative, continue this matter to the Roanoke City Council's agenda for its January 21, 2014, meeting. We appreciate your assistance in this matter and the City Council's consideration of this request. Should you have any questions, please do not hesitate to call me at 540- 983 -9350. Very truly yours, GENTRY LOCKKEE RAKES & MOORE, LLP Maxwell H. Wiegard cc: Steven J. Talevi, Esq., Assistant City Attorney Chris Chittum, Director, Planning, Building & Development Katharine Gray, Planner, City of Roanoke Ian D. Shaw, Planning Administrator Rebecca Cockram, Secretary to Planning Commission Mr. Craig N. Clifton Mr. Steven S. Strauss 11589/10/6504392vt IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA AN ORDINANCE to amend §36.2 -100, Code of the City of Roanoke (1979), as amended, and the Official Zoning Map, City of Roanoke, Virginia, dated December 5, 2005, as amended, to amend the INPUD Development Plan to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase II on property identified by Official Tax Map No. 1040102, located at 1809 Franklin Road, S.W.; and dispensing with the second reading by title of this ordinance. WHEREAS, Pegasus Tower Company, LLC, has made application to the Council of the City of Roanoke, Virginia ( "City Council "), to amend the INPUD Development Plan to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase II to property, identified by Official Tax Map No. 1040102, located at 1809 Franklin Road, S.W.; WHEREAS, the City Planning Commission, after giving proper notice to all concerned as required by §36.2 -540, Code of the City of Roanoke (1979), as amended, and after conducting a public hearing on the matter, has made its recommendation to City Council; WHEREAS, a public hearing was held by City Council on such application at its meeting on December 16, 2013, after due and timely notice thereof as required by §36.2 -540, Code of the City of Roanoke (1979), as amended, at which hearing all parties in interest and citizens were given an opportunity to be heard, both for and against the amendment of the INPUD Development Plan as it pertains to property described as Official Tax Map No. 1040102, located at 1809 Franklin Road, S.W.; and WHEREAS, this Council, after considering the aforesaid application, the recommendation Ord -Amend INPUD PIan.Pegasus Tower Company LLC 11 made to the Council by the Planning Commission, the City's Comprehensive Plan, and the matters presented at the public hearing, finds that the public necessity, convenience, general welfare and good zoning practice, require the amendment of the INPUD Development Plan to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase II on property identified by Official Tax Map No. 1040102, located at 1809 Franklin Road, S.W., as herein provided. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke that: Section 36.2 -100, Code of the City of Roanoke (1979), as amended, and the Official Zoning Map, City of Roanoke, Virginia, dated December 5, 2005, as amended, be amended to reflect the amendment of the INPUD Development Plan to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase II on property identified by Official Tax Map No. 1040102, located at 1809 Franklin Road, S.W., as set forth in the Zoning Amended Application No. 1 dated November 20, 2013, subsequently amended at Planning Commission on December 10, 2013, to include a light at the top of the tower. 2. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: City Clerk. Ord -Amend INPUD Plan.Pegasus Tower Company LLC 2 3 COUNCIL CITY AGENDA • • • • i. To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Application by Pegasus Tower Company, LLC to amend the Planned Unit Development Plan as it pertains to 1809 Franklin Rd., SW, containing approximately 4.3610 acres, bearing Official Tax No. 1040102, to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase II previously rezoned to Institutional Planned Unit Development Plan (INPUD), during the comprehensive rezoning, Ordinance 37269 - 120505, on December 5, 2005. Recommendation The Planning Commission held a public hearing on Tuesday, December 10, 2013. By a vote of 3 -4, the Commission did not recommend approval of the amendment of planned unit development plan request, finding the Amended Application No. 1, dated December 2, 2013, and subsequently amended at the Planning Commission Public Hearing to include a light at the top of the tower, to not be consistent with the City's Comprehensive Plan, South Jefferson Redevelopment Area Plan, and Zoning Ordinance due to the visual impact of the wireless telecommunications facility to surrounding properties. Application Information Request: Amendment of Planned Unit Development Owner: Steve Strauss, Tlmberbrook Properties VI, LLC Applicant: Craig Clifton, Pegasus Tower Com an , LLC Authorized Agent: Max Wie ard, Gentry Locke Rakes & Moore, LLP City Staff Person: Katharine Gray, Land Use and Urban Design Planner Site Address /Location: 1809 Franklin Road, S.W. Official Tax Nos.: 1040102 Site Area: 4.3610 acres Existing Zonin : INPUD, Institutional Planned Unit Development Proposed Zoning: INPUD, Institutional Planned Unit Development Existing Land Use: Vacant Proposed Land Use: Phase I: Wireless Telecommunications Facility Phase II: Office, General or Professional and /or Business service establishment, not otherwise listed and /or Medical Clinic Neighborhood Plan: South Jefferson Redevelopment Area Plan Specified Future Land Use: Commercial: Business and Professional Support Services, Lodging and Travel Services Filing Date: Original Application: October 3, 2013 Amended Application No. 1: December 2, 2013 Background On March 12, 2001, the Board of Commissioners of the Roanoke Redevelopment and Housing Authority (RRHA) approved the Redevelopment Plan for the South Jefferson Redevelopment Area (Redevelopment Plan). City Council adopted the Redevelopment Plan by Resolution No.35248- 031901 on March 19, 2001. Acquisition, site preparation, and development of the area between Franklin Road and Jefferson Street began soon after adoption of the Redevelopment Plan. Four large buildings and a parking garage have been completed including a hotel across Franklin Road from the subject property. Prior to 2005, the parcel was zoned HM, Heavy Manufacturing, without conditions. In 2005, as part of a comprehensive rezoning of the entire City, the parcel was rezoned to INPUD, Institutional Planned Unit Development. In September of 2013, the applicant and owner met with staff to discuss the possibility of amending the plan to include a wireless telecommunications facility, office building, and associated site development. In October of 2013, the applicant filed an application to amend the planned unit development plan. The plan included two phases. Phase I was a 195' tall wireless telecommunications facility. Phase 2 was an office building with associated site development. In December of 2013, the applicant filed Amended Application No.l in response to staff, neighborhood, and Planning Commissioner concerns. The plan still includes two phases. Phase I is a 165' tall wireless telecommunications facility, streetscape improvements, and plantings within the riparian buffer. Phase II is an office building with associated site development. Planned Unit Development Plan The development plan included in Amended Application number 1 is binding on the development of the site. All development must be in substantial conformance with the development plan and other pertinent elements of the zoning ordinance. 2 Considerations The property is located within a unique area that is separated from the surrounding area by roads, rail roads, and the Roanoke River. It is currently zoned INPUD and an amendment to the planned unit development plan has been requested. From a land use perspective only, all of the uses proposed on the plan are uses by right within an INPUD district. The manner in which the development is to occur is of upmost importance to the effect the change will have on the property and surrounding neighborhood. Staff has requested many forms of information from the applicant to clearly show the effect to the surrounding areas the proposed development will have. While the applicant has not provided all of the information that staff has requested, the applicant has provided much of the requested information. With this information, it is possible to clearly see the relationship of the proposal to the City's Comprehensive Plan, zoning ordinance, and effect to the surrounding community. Surrounding Zonis and Land Use: Compliance with the Zoning Ordinance: The property is in the floodplain overlay district and any development must comply with section 36.2 -333 of the zoning ordinance. Floodplain compliance poses a significant challenge to any development in that the developer must raise the first occupied floor or floodproof the building to two feet above the base flood elevation. The property is in the River and Creek Corridor and any development must comply with section 36.2 -335 of the zoning ordinance. This means that no principal or accessory uses or structures are allowed in the 50 feet riparian buffer landward from the top of the bank of the Roanoke River and its tributaries. 3 Zoning District Land Use North Railroad & Highway Railroad & US Route 220, RM -2, Residential Mixed Density Multi- family and Single family District and RM -1 Residential Mixed and other housing types in the , Density District Old Southwest neighborhood South ROS, Recreation and Open Space and Roanoke River & Greenway CG, Commercial -Nei hborhood District Office, Hotel, and Vacant East INPUD, Institutional Planned Unit Vacant and Hotel Development West Railroad & Highway Railroad & US 220 ROS, Recreation and Open Space Roanoke River & Greenwa Compliance with the Zoning Ordinance: The property is in the floodplain overlay district and any development must comply with section 36.2 -333 of the zoning ordinance. Floodplain compliance poses a significant challenge to any development in that the developer must raise the first occupied floor or floodproof the building to two feet above the base flood elevation. The property is in the River and Creek Corridor and any development must comply with section 36.2 -335 of the zoning ordinance. This means that no principal or accessory uses or structures are allowed in the 50 feet riparian buffer landward from the top of the bank of the Roanoke River and its tributaries. 3 Conformity with the Comprehensive Plan and Neighborhood Plan: The proposed rezoning could enable implementation of several actions contained in the Vision 2001 -2020 comprehensive plan. The plan specifically discusses the area as Roanoke's major redevelopment effort (p. 54) and maps 3.3.1 and 3.3.2 (pp. 55 -56) depict the area as a commercial development opportunity. Relevant action items in the plan include: ED Al 8. Identify underutilized sites and promote redevelopment as part of Roanoke's economic development strategy. ED A19. Support the redevelopment of the South Jefferson Redevelopment Area (SJRA) by coordinating with participating organizations such as Carilion, Virginia Tech, and the University of Virginia. ED A33 Explore redevelopment of areas identified for industrial, commercial or mixed -use development or reuse such as South Jefferson Redevelopment Area. The South Jefferson Redevelopment Area Redevelopment Plan and associated design guidelines were established, as required by state code, to control the character of redevelopment. The design guidelines remain in effect for any property within the redevelopment area and are administered by RRHA. The Design Guidelines were amended by RRHA resolution and approved by City Council on February 6, 2012. This amendment contained substantive changes related to building massing, building location, building materials, relationship of buildings to streets, and location of parking. The amendment also included a procedural change to require involvement of City planning staff in the process of reviewing specific development proposals for consistency with the guidelines. The proposed planned unit development plan is generally consistent with the overall South Jefferson Redevelopment Area Plan and the South Jefferson Area Redevelopment Design Guidelines. The redevelopment of this parcel reflects the appropriate commercial land uses noted in the plan, advanced technology communication systems, and public improvements. The plan designates the parcel as part of the Campus and Institutional District with a hospitable edge along the street and consistent materials and shapes. The South Jefferson Area Redevelopment Design Guidelines, amended in January- February 2012, contain important design features to encourage an urban development pattern within the Campus and Institution District: Potential site redevelopers should have their designers meet with the RRHA and City Planning Staff prior to preparing site plans. A second meeting with RRHA and City Planning Staff is required at the conclusion of the schematic design to ensure general compliance with the guidelines. 11 • Building materials and architecture in the campus and institutional areas should be consistent with traditional Virginia campus and reflective of existing campus style buildings along Reserve Avenue. No materials are specified in the applicant's development plans, but acceptable materials are specified within the design guidelines. • Each redeveloper, contemporaneously with the development of improvements on the site, shall install landscaping on all unimproved areas on its site in accordance with plans approved by the Authority. • Zero setbacks from front lot lines are desired in most cases. • Surface lots should not dominate any sites. Locate parking at the rear or within the interior of sites. • Grade level surface parking must be screened from the street and pedestrian areas by solid walls or permanent rail or balustrade fences not exceeding 4 feet in height. • All streets shall be equipped with paving, curbing, sidewalks, lighting fixtures, street name signs, and street trees, as designated by the Authority. • Greenway connectors will be provided by redevelopers. • Place utilities and utility easements in back -of -house areas, such as adjacent to the numerous railroad rights -of -way. The principal consideration is whether the proposed planned unit development plan is consistent with Vision 2001 -2020 and the South .Jefferson Area Redevelopment Plan. Staff finds that the proposed plan is consistent with both plans and emphasizes that the South Jefferson Redevelopment Area Guidelines will address many areas often included in planned unit development plans. The Wireless Telecommunications Facilities Policy of the City of Roanoke applies to wireless telecommunications facilities as defined in the telecommunications Act of 1996. The policy involves placement of facilities on existing structures; collocation on existing towers; and appropriate location, siting, height, and design of new towers. The plan proposes a wireless telecommunications facility on a property that is set apart from surrounding properties and neighborhoods by road, railroads, and the Roanoke River. This is in keeping with the requirement to provide the least negative impact within the area of need in the location of the facility. The tower design is a monopole design, which is preferred. The facility is surrounded with security fencing and screening as required in the policy. The lighting of the tower is not supported by the policy since it is not required by the FAA, but deemed beneficial due to the proximity of the tower to the hospital and local flight paths of medical helicopters. 5 City Department Comments: Significant comments on the original application provided by City staff to the applicant include the following: • Incorporation of appropriate streetscape elements as part of Phase I of the development (included on PUD development plan). • Performance of a traffic study (to be completed before development plans are submitted) and modify layout of proposed circulation. • Noted that upgrading the traffic signal will be required for Phase II. • Relocation /removal of parking and other improvements initially located within the floodway of the Roanoke River to areas outside the floodway. • Provide additional plantings in portions of the riparian buffer that do not currently contain trees. • Perform a balloon test to better understand the visual impact of the proposed wireless telecommunications facility. • Provide Section 106 information for this site. Public Comment Summar Following are short summaries of the public comments received regarding this application for amendment of planned unit development. The comments are divided into two parts: those received after the Original Application was filed and those received after the Amended Application No. 1 was filed. All comments received regarding the Original Application were negative. The comments received after the Amended Application No. 1 was filed were both positive and negative. Complete comments are included in Attachment No. 1. Comments reaardinq Oriqinal Application: Dinah Ferrance of Old Southwest She called to voice her concern over the proximity of the proposed tower location to the Old Southwest neighborhood. She is particularly concerned with the viewshed from Old Southwest and the flight path for the helicopters to and from the hospital. Joel Richert for Old Southwest, Inc She submitted a list of concerns from Old Southwest, Inc. They involved the viewshed form OSW, justification of the height, FAA report, notification of the balloon test, impacts to the greenway, topo maps showing height at site and surrounding areas, proximity 6 to proposed Global tower in 201 1 , lighting rods, size and materials of structure, larger maps of gaps in service. Ron Owens of Old Southwest He called in reference to the balloon test to voice his opposition to the tower as a property owner in Old Southwest. He lives on Mountain Ave., SW, and although he cannot see the balloon from his home, a home he recently was involved in selling at 343 Janette Ave, SW, can see the balloon from there. He believes that any home on Janette, King George, 4th St, Woods, and 5th St will all be negatively affected. Frank Smith of South Roanoke He called to thank the City for sending out the notification of the balloon test. He is generally supportive of telecommunications as it is good for economic development, but believes that the size of the balloon used in the balloon test does not show the potential visual impact of a 100 -250' tall tower. Their neighborhood, South Roanoke, does not support it and they plan to take this to the City manager and Council Members. Barbara Duerk of South Roanoke She of Neighbors in South Roanoke will be monitoring the cell tower impact on Mill Mountain viewshed and the Roanoke River on Wednesday. She believes that economic vitality strategies for the Roanoke Valley should include preservation of natural resources and protection of viewshed from tourist destinations. The viewshed from the overlooks on Mill Mountain and the Zoo are important to preserve. The Roanoke River is being cleaned up and is becoming a destination for boaters and fishermen. The Roanoke River Greenway is located in a linear park. The Park should be protected. She looks forward to seeing the impact of the cell tower. The balloon test on Wednesday should help decision making. Jan Keister, Old Southwest, Inc. She and other OSW, Inc. members oppose the proposed cell tower off of Franklin Rd. near the river for all the reasons they opposed the last two cell tower requests also apply here, as well as the fact that this location interferes with the hospital's flight path. She does not believe that cell towers are necessary as the newest technology puts small devices unobtrusively on or within existing structures. She thinks that it is irresponsible of this company to diminish the public's enjoyment of Roanoke's scenery just to make a profit and states that they do not want any more cell towers near our historic areas. 7 Comments regarding Amended Application No 1 Anonymous of Old Southwest I am actually ok with this site. I wasn't ok with it when it was proposed in a historical residential area so close to homes, but now that it's in a more business /industrial area away from residences, I don't mind it going there. Hope this helps. (I would like to remain anonymous, please - as to not get the wrath from my neighbors who disagree with me.) Curtis Rupe of Old Southwest He lives in OSW and is aware that it is an intercity neighborhood and things like this proposed cell tower are a fact of life for this area along with the city noise and traffic sounds from 1 -581. He has no problem with the proposed tower location and believes that a tower will eventually be built in this area if the need exists. Joel Richert of Old Southwest She requested another balloon test at the proposed 165 feet and information from Carilion on the path of the helicopters at this site. Valerie Eagle of Old Southwest She is concerned with the new cell towers effect on the view from Historic Old Southwest. She recognizes the need for towers but does not think that this is the appropriate location. She believes this proposed cell tower will greatly diminish the progress Old Southwest has made in the quality of life in this historic district and urges the City to turn down the proposal. Jim Steagall of Old Southwest He believes that the 360 degree view enjoyed by the Old Southwest neighborhood will be ruined if the proposed tower is built. Jan Keister of Old Southwest She still finds the application unacceptable due to no churches being listed as being contacted to hide antennas in their spires. Jim Hyams of Old Southwest He is opposed to the erection of the proposed cell tower off of Franklin Road as the towers themselves and the bunkers beneath are unattractive and in view of several properties in Old Southwest. FI He believes that Phase II only offers another big building and parking lot and may never happen. He thinks that that application shows that no one else is willing to locate the tower on their site and he doesn't want it here either and encourages the City to reject the proposal. Kirk and Judy Gibson of Old Southwest They own property on Janette Ave in Old Southwest and we oppose the location chosen for the proposed cell tower on Franklin Rd. as it will obstruct the views we have enjoyed over the last 40 years and in general will be an eyesore to this area. They feel that a better location should be researched and utilized, perhaps a location on an already existing structure or a natural, higher elevation location. They believe that if Roanoke City is really concerned about the opinions of its citizens that they will turn down the application. Mark Hostetter of Old Southwest He reviewed the plans and believes that this is one of the best sites available that is not in OSW. He understands that it will be visible from OSW but believes that it will be necessary now or in the near future to allow for technology to reach more customers. However, he does not see anything proposed to mask the view of the tower and would like a cell tower disguised as a tree at this site or multiple lower towers to achieve the same coverage. Roanoke Valley Preservation Foundation They do not support the application due to the damaging effect on the Old Southwest neighborhood. However, if approved, requested restricting the height to the minimum necessary, painting the monopole a neutral, matte color, limiting the number of antennas to two and using flush mounted antennas. John and Anne Frantz - prospective buyers in Old Southwest They do not support the proposed cell tower across the house on Janette that they are currently in negotiation to buy due to the light blinking directly into their prospective bedroom. This is a major factor in their interest in that home. Health and wellbeing of the Old Southwest residents should be the primary concern in regards to location of a proposed cell tower. 0 Planning Commission Work (Session I - September 27, 2013) Session: Planning Commissioners requested more visual information on how the height of the wireless telecommunications structure and distance of the antenna extensions from the monopole will affect the surrounding area. • Planning Commissioners requested information whether coverage objectives could be met with three smaller stealth wireless telecommunications facilities instead on the wireless telecommunications tower proposed. Planning Commission Work (Session II - November 22, 201 3) Planning Commissioners requested visual information portraying the worst possible scenario on how the height of the wireless telecommunications structure, number of antenna, and distance of the antenna extensions from the monopole will affect the surrounding area. Applicant Response to Comments • Performed a balloon test to better understand the visual impact of the proposed wireless telecommunications facility. • Applicant submitted Amended Application No. 1 • Reduced the requested height of the monopole to 165 feet in height • Incorporated streetscape elements as part of Phase I of the development • Included performance of a traffic study (to be completed before development plans are submitted) as development guideline on plan • Modified layout of proposed circulation • Relocated /removed parking and other improvements initially located within the floodway of the Roanoke River to areas outside the floodway • Provided additional plantings in portions of the riparian buffer that do not currently contain trees • Provided photosimulations of the proposed 165' tall tower from many locations in town • On December 3, 2013, the City received an invitation to participate in a Section 106 review process for the proposed federal undertaking, specifically the construction of a 165 -foot monopole telecommunication structure on the property located at 1809 Franklin Avenue, S.W. from Environmental Corporation of America, on behalf of Pegasus Tower Company, LLC. Pursuant to the National Historic Preservation Act, the City 10 has requested to serve as a consulting party and requested additional information on the Area of Potential Effect (APE) of the proposed installation, as the Southwest National Register Historic District is within the immediate view shed and site distance of the proposed location. As previously noted, staff had requested Section 106 information from the applicant early in the amendment of planned unit development process. While staff's recommends approval of the application, this does not negate the possibility of additional comments from City staff in the Section 106 process related to the project and mitigation of any impacts on the nearby historic district. Planning Commission Public Hearing Discussion Five people spoke during the public hearing in regards to the wireless telecommunications facility portion of the proposed planned unit development plan. The concerns were related to the need for a light at the top of the tower for medical hospital transport, the creation of an industrial appearance by locating the cell tower at this site, the weather on the day of the balloon test, that the tower should be placed in a less visible area, that the City should hire its own consultant to review wireless communication proposals, and that a cell tower would create a hazard for helicopter navigation. The applicant amended their application before the commission to include a condition on the planned unit development plan to include lighting on the proposed telecommunications tower that is installed and maintained in accordance with FAA Advisory circular 70/7460 -1 K Change 2. Planning Commissioners voted unanimously to accept the amendment to the plan. ✓1GU� � Lora Katz, Chair- 2 City Planning Commission cc: Chris Morrill, City Manager R. Brian Townsend, Assistant City Manager Chris Chittum, Director of Planning Building & Development Daniel J. Callaghan, City Attorney Steven J. Talevi, Assistant City Attorney Steve Strauss, Tlmberbrook Properties VI, LLC Craig Clifton, Pegasus Tower Company, LLC Max Wiegard, Gentry Locke Rakes & Moore, LLP Amendment Department of Planning, Building and Development RECEIVED Room 166, Noel C. Taylor Municipal Building 215 Church Avenue, S.W. DEC - Roanoke, Virginia 24011 Phone 540) 853.1730 Fax (540) 853 -1230 r ROANOKE "CITYOF ROANOKE BUILDING AND DEVELOPMENT Click Here to Print ( CrrY OF ROANOKE Lpry�ING BUILDING AND Date: 111/20/2013 P Submittal Number: Amended Application No. 1 ftqu"t (s1o!!_0j 1 f iat appivj: ❑ Rezoning, Not Otherwise Listed ❑ Rezoning, Conditional ❑ Rezoning to Planned Unit Development ❑ Establishment of Comprehensive Sign Overlay District ape ft Information: ❑ Amendment of Proffered Conditions Q Amendment of Planned Unit Development Plan ❑ Amendment of Comprehensive Sign Oveday District Address: 1809 Franklin Road, S.W., Roanoke, Virginia Official Tax No(S).: 1 1040102 Existing Base Zoning: ❑ With Conditions INPUD, Institutional Planned Unit Development (If multiple zones, pease manually enter all districts.) I ❑Without Conditions Ordinance No(s). for Existing Conditions (If applicable): Requested Zoning: Proposed Land Use: multistory commercial building; telecommunications t Property Owi i I iformatfon: Name: Timberbrook Properties VI LLC Phone Number: +1 (540) 774-4800 Address: 5100 Bernard Drive, Roanoke, Va. 24018 E -Mail: SStrauss@strausscc.com Property Owner's Signature Applicant Information ((f different from owner): Name: (Pegasus Tower Company, LLC Phone Number: +1 (276) 963 -1818 Address: 548 East Riverside Drive, Ste. D, North Tazewell, Va. 24630 E -Mail: cclihon @pegasustower.com Applicant's Signature: Authorlted Agent InformpUpA jif applicable); Name: [Gentry Locke Rakes & Moore, LLP Phone Number: +t (540) 983 -9350 Address: FlUrankrin Road, Roane "rginia 24011 E -Mail: mwiegard @gentrylocke.com Authorized Department of Planning, Building and Development Room 166, Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, Virginia 24011 Phone: (540) 853 -1730 Fax: (540) 853.1230 CIiY OF ROANOKE PLANNING BUILDING AND 1EVF1.02161 rr Submittal Number (Amended Application No.1 CKY OF ROANOKE DEC f * 9 BUILDING AND DEVELOPMENT Date: 11/20/2013 ❑ Rezoning, Not Otherwise Listed ❑ Rezoning, Conditional ❑ Rezoning to Planned Unit Development ❑ Establishment of Comprehensive Sign Overlay District ft-Raft 1Qft0HW= WWI ROANOKE Click Here to Print ❑ Amendment of Proffered Conditions [7x Amendment of Planned Unit Development Plan ❑ Amendment of Comprehensive Sign Overlay District Address: 1809 Franklin Road, S.W., Roanoke, Virginia Official Tax No(s).: 1 1040102 Existing Base Zoning: ❑ With Conditions If multiple zones, lease manual) enter all districts. INPUD, Institutional Planned Unit Development ( P P Y ) E] Without Conditions Ordnance No(s). for Existing Conditions (If applicable): Requested Zoning Proposed Land Use: multistory commercial building; telecommunications t PPr4i14dy Owna In(QmyflM Name: Imberbrook Properties VILLC Phone Number: +1(540)774 -4800 Address: 5100 Bernard Drive, Roanoke, Va. 24018 E -Mail: 5Strauss @strausscc.com Property Owner's Signature: Rn�i 411En4�rinati9fl If_L� ailk- fr- gnl.4wngr),; Name Pegasus Tower Company,LLC Phone Number: +1(276)963 -t818 Address: 548 East Riverside Drive, Ste. D, North Tazewell, Va. 24630 I E -Mail: icclifton@pega sustower.com z V'j /r. 7."0- icanfiiorVature Name: Gentry Locke Rakes & Moore, LLP� Phone Number. +1 (540) 983 -9350 Address: 10 Franklin Road, Roanoke, Virginia 24011 E -Mail: mwiegard@gentrylocke.com Authorized Agents Signature: Department of Planning. Building and Development Room 166, Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, Virginia 24011 Phone, (540) 853-1730 Fax: (540) 853-1230 Date: 01/20/2013 �.,. 1 ❑ Rezoning, Not Otherwise Listed RECEIVED DEC - 2 2013 CITY OF ROANOKE PLANNING EU EEOP0.ffi Submittal Number Amended Application No. 1 ❑ Rezoning, Conditional ❑ Rezoning to Planned Unit Development ❑ Establishment of Comprehensive Sign Overlay District PR!kill ROANOKE Click Here to Print ❑ Amendment of Proffered Conditions ❑ x Amendment of Planned Unit Development Plan ❑ Amendment of Comprehensive Sign Oveday District Address: 1809 Franklin Road, S.W., Roanoke, Virginia Official Tax No(s).. t 040102 Existing Base Zoning: ❑With Conditions (If multiple zones, please manually enter all districts) INPUD, Institutional Planned Unit Development ❑ Without Conditions Ordinance No(s). for Existing Conditions (If applicable): Requested Zoning: I Proposed Land Usei multistory commercial building; telecommunications t Name: imberbrook Properties VI LLC Phone Number. +1 (540) 774 -4800 100 Bern d Or , R noke, Va. 24018 E -Mail: SStrauss @strausscc.com —1 Name: Pegasus Tower Company, LLC Phone Number: +1 (276) 963 -1818 Address: 548 East Riverside Drive, Ste. D, North Tazewell, Va. 24630 E -Mail: cclifton @pegasustower.com Applicant's Signature: Name: ntry Locke Rakes & Moore, LLP Phone Number. 1 +1 (540) 983 -9350 Address: 10 Franklin Road, Roanoke, Virginia 24011 E -Mall: mwiegard @gentrylocke.com Authorized Agent's Signature Zoning Amend»nt� Application V.Ck6d i�t The following must be submitted for all applications. Completed application form and checklist. Written narrative explaining the reason for the request. r Metes and bounds description. if applicable. r Filing fee. For a rezoning not otherwise listed, the following must also be submitted: F Concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures. For a conditional rezoning, the following must also be submitted: F Written proffers. See the City's Guide to Proffered Conditions, ROANOKE Concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures. Please label as f 'development plan' if proffered, For a planned unit development, the following must also be submitted: Fx Development plan meeting the requirements of Section 36.2.326 of the City's Zoning Ordinance. For a comprehensive sign overlay district, the following must be submitted:; F Comprehensive signage plan meeting the requirements of Section 36.2- 336(d)(2) of the City's Zoning Ordinance. For an amendment of proffered conditions, the following must also be submitted. Amended development or concept plan meeting the Application Requirements of tem'2(c)' in Zoning Amendment Procedures, r if applicable. F- Written proffers to be amended. See the City's Guide to Proffered Conditions. r Copy of previously adopted Ordinance. For aplanned unit development amendment, the fol owing must also be submitted: r Amended development plan meeting the requirements of Section 36.2 -326 of the City's Zoning Ordinance, F Copy of previously adopted Ordinance. For a comprehensive sign overlay amendment, the following must also be submitted: r Amended comprehensive signage plan meeting the requirements of Section 36.2- 336(d) of the City's Zoning Ordinance. r— Copy of previously adopted Ordinance. For a proposal that requires a traffic impact study be submitted to the City, the following must also be submitted: F- A Traffic Impact Study in compliance with Appendix B -2(e) of the City's Zoning Ordinance. For a proposal that requires a traffic impact analysis be submitted to VDOT, the following must also be submitted. F- Cover sheet. F Traffic impact analysis. F Concept plan. F Proffered conditions, if applicable. i— Required fee. 'An electronic copy of this application and checklist can be found at www,roanokeva.gov /pbd by selecting 'Planning Commission' under 'Boards and Commissions'. A complete packet must be submitted each time an application is amended, unless otherwise specified by staff. GENTRY LOCKE RAKES & M ®RE "P A tomeys Fxtirvk 640.083.9400 Pas101A0e 80%40013 Rowake, Vay::a 24022-0013 November 20, 2013 Katharine Gray, City Planner 0 2013 Department of Planning, Building and Development p.�.C�� For the City of Roanoke OITV OF ROANOKE Room 166, Noel C. Taylor Municipal Building ING BUILDING ANO DEVELOPMENT 215 Church Avenue, S.W. Roanoke, Virginia 24011 RECEIVED Re: Amended Application No. VAmendment of Planned DEC - 2 2013 Unit Development Plan Applicant: Pegasus Tower Company, LLC CITY OF ROANOKE Owner: Timberbrook Properties VI LLC PLANNING BUILDING AND DEVELOPMENT Property: 1809 Franklin Road, S.W. —Tax Map #1040102 Dear Katharine: Enclosed is Amended Application No. 1 of the Amendment of Planned Unit Development Plan referenced above, along with the Application Checklist, Justification Narrative, Development Plan, and other supporting documents and information being submitted on behalf of Pegasus Tower Company, LLC. We understand that you will review this Application and provide input as to any other information that you may need in order to provide a Staff Report prior to the Planning Commission hearing scheduled for December 10, 2013. We thank you for all of your input and assistance with this filing. Please let us know if you need anything further to complete the application packet. Very truly yours, GENTRY M LOCK - S & RE, LLP ax H.. Wi� MHW:jpd Enclosures Cc: Craig Clifton Steve Strauss 10 Fro *fn Road SE. SUM 800 4 Rmnake VA 24011 O Td Free 806-003-0868 w .genbyWe.= 11589/9/6183822vI PEGASUS TOWER COMPANY, LLC APPLICANT'S AMENDED WRITTEN NARRATIVE FOR APPROVAL OF AN AMENDMENT OF PLANNED UNIT DEVELOPMENT PLAN FOR 1809 FRANKLIN ROAD, S.W., ROANOKE, VIRGINIA OFFICIAL TAX MAP NO.: 1040102 Pegasus Tower Company, LLC ( "Pegasus "), the applicant, as lessee of a portion of the subject property, which is owned by Timberbrook Properties VI, LLC ( "Timberbrook "), files this Amended Application for Approval of an Amended Planned Unit Development Plan (the "Amended Development Plan") for the subject property. The subject property is a 4.3610 acre tract of undeveloped, blighted land located at 1809 Franklin Road, S.W., Roanoke, Virginia (the "Property "). The Property is zoned INPUD (Institutional Planned Unit Development) and is located in the Campus and Institutional portion of the South Jefferson Redevelopment Area. The Development Plan provides for development of the Property in two phases. First, in Phase I, Pegasus will construct a telecommunications tower, certain ancillary features, certain landscaping features, curbs and gutters, and sidewalks. Second, in Phase II, Timberbrook will construct an office building, surface parking, additional landscaping features, curbs, gutters, sidewalks, and other amenities. In filing this amended application, Pegasus utilizes information provided by Timberbrook to the extent necessary. Section I below summarizes Phase I of the proposed Amended Development Plan and Section II below summarizes Phase II of the proposed Amended Development Plan. I. PHASE I A. DESCRIPTION OF PROPOSED USE AND DEVELOPMENT As shown on the proposed Amended Development Plan, Pegasus proposes to build a 165' monopole design telecommunications tower with a 4' lightning rod, antennas, and ground equipment cabinets (collectively, the "Tower ") within a 50' x 50' leased area located in the north/central portion of the Property (the "Leased Area "). Pegasus also proposes to build a 20' wide access road, which will lead from the Leased Area to Franklin Road at the intersection of Franklin Road and Reserve Avenue. The 50' x 50' Leased Area will be buffered by 6 foot Leland cypress trees on three sides and opaque fencing on the fourth side. The Leased Area, including the base of the Tower and ground equipment cabinets, will be further screened from 51 view from the Roanoke River Greenway and portions of Franklin Road by landscaping, including trees, planted adjacent to the sidewalk to be installed along Franklin Road, and in the riparian buffer area located between the Leased Area and the Roanoke River. The proposed telecommunications facility will allow certain telecommunications carriers that have agreed to lease space on the Tower from Pegasus, including AT &T Mobility ( "AT &T" ), nTelos Wireless ( "nTclos "), and at least two additional telecommunications carriers, to collocate their antennas on the Tower and thereby provide for the orderly extension, improvement, and enhancement of telecommunication coverage and service in certain portions of the City of Roanoke, including the South Jefferson Redevelopment Area, South Roanoke, Old Southwest Roanoke, and the 1 -581 /State Route 220 condor South of Downtown Roanoke. B. JUSTIFICATION FOR THE DEVELOPMENT: AT &T has identified significant gaps in wireless telecommunications coverage and areas of poor telecommunications service in the I -581 /State Route 220 corridor South of Downtown Roanoke, the South Jefferson Redevelopment Area, portions of South Roanoke, and portions of Old Southwest Roanoke. AT &T seeks to fill these gaps in its wireless telecommunications coverage network in order to provide continuous, uninterrupted, and improved telecommunications service to the residents of South Roanoke, the residents of Old Southwest Roanoke, the businesses and recreational facilities in the South Jefferson Redevelopment Area, and the residents of, and visitors to, the City of Roanoke as they travel through and shop in the 1- 581 /State Route 220 corridor South of Downtown Roanoke. The AT &T propagation maps attached to this application show the gap in telecommunications service coverage in the I- 581 /State Route 220 Corridor South of Downtown Roanoke, the South Jefferson Redevelopment Area, portions of the neighborhoods of Old Southwest Roanoke and South Roanoke. (See attached AT &T Propagation Map entitled "Current Coverage "). AT &T needs to locate a telecommunications antenna on the Tower, which is identified as R021 1G on the attached AT &T propagation maps, to extend and enhance the capacity of its telecommunications coverage network in these portions of the City of Roanoke. (See attached Propagation Map entitled "Current Coverage with R021 1G at 165' Alone "). The AT &T telecommunications antenna located on the Tower will provide a seamless network of telecommunications coverage and improved telecommunications service resulting from enhanced network capacity, by 2 working with sites 110100 and R0401 identified on the attached AT &T propagation maps, thereby providing residents in these portions of the City of Roanoke with uninterrupted, and improved, telecommunications service. (See Propagation Map entitled "Coverage With R0211 O at 165 "'). Although AT &T would prefer to have its antennas located at 195' because an additional 30' of height would increase the size of the footprint of wireless telecommunications coverage afforded by this site, AT &T is willing to reduce the height of its antenna to 165' in response to comments and concerns about the effect of the Tower on the viewshed expressed by residents of the neighborhoods of Old Southwest Roanoke and South Roanoke. nTelos has identified certain areas of poor wireless telecommunications service in the South Roanoke neighborhood, the Old Southwest Roanoke neighborhood, and the South Jefferson Redevelopment Area. Residents of these neighborhoods are experiencing poor call quality and slow data speeds on their smartphone devices, especially inside buildings, due to a lack of capacity of the nTelos wireless telecommunications network in these portions of the City of Roanoke located to the South of Downtown Roanoke. As a result of increased usage of the surrounding sites in nTelos's wireless telecommunications network by in- building users operating smartphones, nTelos needs to add another site South of Downtown Roanoke in order to improve the performance of its wireless telecommunications network by improving the network's capacity. Most new wireless telecommunications tower sites are located in rural areas, where the carrier wants to expand the footprint of the coverage of its wireless telecommunications network as much as possible. For nTelos, this site, which is identified on the attached nTelos propagation maps as RN942, is not such a site. Due to its location in the core of the City of Roanoke, nTelos's objective for this site is to improve the capacity of its wireless telecommunications network in the neighborhoods of South Roanoke and Old Southwest Roanoke, and the South Jefferson Redevelopment Area, as opposed to the objective of a site focused on improving the coverage of nTelos's wireless telecommunication network, which would be to extend the footprint of wireless telecommunications coverage out as far as possible. In other words, a site focused on improving capacity of a wireless telecommunications network, such as this site, is meant to cover a particular area of concern and nothing else. When this site goes on -line, nTelos will physically tilt its antennas on the surrounding towers downward to create a gap in wireless 3 telecommunications coverage, which the proposed site is designed to fill, nTelos will do so in order to reduce radio frequency interference resulting from overlapping coverage from neighboring sites, which will improve performance of nTelos's wireless telecommunications network by improving call quality and data transmission speeds, especially inside buildings. As designed, the nTelos antenna on the proposed Tower will take over a portion of data "traffic" on nTelos's wireless telecommunications network in South Roanoke, Old Southwest Roanoke, and the South Jefferson Redevelopment Area. However, in order to optimize the performance of nTelos's wireless telecommunication network, it is important that the proposed site does not cover the same areas as the existing sites in nTelos's network, which would cause interference and reduce call quality and the speed of data transmission. As shown on the attached nTelos propagation maps, mounting nTelos's antennas at a higher height improves nTelos's control over the propagation of its wireless telecommunications signal. (See attached Propagation Map entitled "NTELOS RN942 Propagation 182 "' and "NTELOS RN942 Propagation 140 "'). There is a significant difference in the coverage afforded by antennas located at 140' and 182'. This is because, at a higher height, nTelos can tilt the antennas down more than it can at a lower height. For example, at 182', nTelos has more control over the propagation pattern of its radio frequency signal resulting from more antenna down tilt and at a lower height, such as 140', nTelos has less control over the propagation of its radio frequency signal because it uses less antenna down tilt. (See attached Propagation Map entitled "NTELOS RN942 Propagation 182 "' and "NTELOS RN942 Propagation 140 "'). The attached nTelos propagation maps show the difference in propagation of nTelos's radio frequency signal as the height of nTelos's antenna is reduced. At 182', nTelos has well - controlled focused radio frequency coverage. Whereas, at 140', although this height meets nTelos's coverage objective, nTelos's antenna clumsily covers areas that nTelos does not intend to cover, which causes radio frequency interference and reduces call quality and data transmission speeds. In order to achieve the desired small and focused coverage footprint for a "capacity" site, such as this, nTelos needs some control over the propagation of its wireless telecommunications signal. In planning and designing the growth and expansion of their wireless telecommunications network in the City of Roanoke, AT &T and nTelos have sought to limit the number of new towers built within the City by searching for existing structures, such as telecommunications towers, water tanks, electrical transmission structures and buildings, on which it can collocate its 4 antennas and meet its coverage objectives. Although it is possible to meet the coverage objectives discussed above using shorter telecommunications towers and antennas collocated on existing structures, such an approach would require AT &T and nTelos to erect several new telecommunications towers or collocate their antennas on several existing structures to achieve the same radio frequency signal coverage that they can achieve using the proposed 165' Tower. In this case, AT &T and nTelos evaluated the following existing structures to determine whether they were potential collocation opportunities, however, each of the sites listed below were unsuitable for colocation for the stated reason: A. VTC School of Medicine (evaluated by AT &T and nTelos): 37° 15' 26.67" N 790 56' 33.46" W AT &T Conclusion: This site was rejected because the structure to be used was too short and far from the center of AT &T's search ring. nTelos Conclusion: VTC never responded to nTelos's inquiry regarding whether it was interested in leasing space on its rooftop to nTelos for the purpose of collocating an antenna there. B. Towers Shopping Center (evaluated by AT &T only): 370 15' 21.85"N 790 57' 22.92" W AT &T Conclusion: This site was rejected because the tower on the roof of a structure on the site was not structurally sound and, in addition, the site is far from the center of the search ring. C. Cambria Suites (evaluated by AT &T and nTelos): 370 15' 23.10" N 790 56' 48.64" W AT &T Conclusion: This site was rejected because the structure to be used was too short and the site is at a lower ground elevation. nTelos Conclusion: The owner and operator of the Cambria Suites hotel was not interested in leasing space to nTelos for the purpose of collocating an antenna on the roof. D. Janette Avenue (evaluated by AT &T and nTelos): 370 15' 30.49"N 790 57' 02.69" W AT &T Conclusion: This site met coverage objectives, but many residents in Old Southwest Roanoke and the Old Southwest, Inc. neighborhood group opposed a tower located on this site. nTelos Conclusion: This site met coverage objectives, but many residents in Old Southwest Roanoke and the Old Southwest, Inc. neighborhood group opposed a tower located on this site. E. Rescue Mission (evaluated by AT &T only): 370 16' 13.44" N 790 56' 06.71" W AT &T Conclusion: This site was rejected because it is too far from the center of the search ring and is close to an existing site. F. Highland Park Elementary (evaluated by AT &T only): 370 15' 46.91 "N 790 57'02.08" W AT &T Conclusion: This site was rejected because the structure to be used is too short, the site is far from the center of the search ring, and the site is close to an existing site. G. Carilion Roanoke Memorial Hospital (evaluated by nTelos only): 370 15' 03.56" N 790 56' 32.69" W nTelos Conclusion: Carilion was not interested in leasing space on the rooftop to nTelos for the purpose of collocating wireless telecommunications antenna. H. Carilion Roanoke Community Hospital (evaluated by nTelos only): 370 15' 58" N 790 56' 22" W nTelos Conclusion: This site was too close to an existing nTelos site. 1. Maher Field Light Pole (evaluated by nTelos only): 370 15' 17.8"N 790 56'48.4" W nTelos Conclusion: The landlord for this property never responded to nTelos's draft lease. C. EFFECTS OF THE PROPOSED USE ON THE SURROUNDING NEIGHBORHOOD Pegasus has worked closely with City of Roanoke Planning, Building & Development staff, Timberbrook, AT &T, and nTelos to locate the site of the proposed Tower and to design the proposed Tower so as to reduce the adverse effects of the Tower on the viewshed from the surrounding neighborhoods. Although the Tower will be visible from certain portions of the South Jefferson Redevelopment Area, the Roanoke River Greenway, Franklin Road, Old Southwest Roanoke, and South Roanoke Pegasus seeks to mitigate the effects of Tower on the viewshed by proposing a sleek monopole design with a galvanized steel finish and antennas of a neutral, nonreflective color. All of the wiring for the antennas located on the Tower will be run through monopole structure. Furthermore, the Tower will not have any artificial lighting, and no signs or advertising will be placed on it. The 50' x 50' Leased Area will be buffered by 6 foot Leland cypress trees on three sides and opaque fencing on the fourth side. The Leased Area, including the base of the Tower and ground equipment cabinets, will be further screened from view from the Roanoke River Greenway and portions of Franklin Road by landscaping, including trees, planted adjacent to the sidewalk to be installed along Franklin Road, and in the riparian buffer area located between the Leased Area and the Roanoke River. The proposed height of the Tower is necessary to meet the stated coverage objectives of AT &T and nTelos and to provide other telecommunications carriers opportunities to collocate their antennas on the Tower, thereby reducing the total number of telecommunications towers in the South Jefferson Redevelopment Area, and the neighborhoods of Old Southwest Roanoke and South Roanoke. Pegasus initially proposed building a 195' Tower. However, it an effort to address concerns about the effect of the Tower on the viewshed expressed by residents of Old Southwest Roanoke and South Roanoke, Pegasus has agreed to reduce the height of the Tower to 165'. This 30' reduction in the height of the Tower will reduce the visibility of the Tower from certain portions of the Old Southwest Roanoke and South Roanoke neighborhoods. (See attached Photo Simulations at 165' and 195'). However, any further reduction of the height of the Tower will make it more difficult, if not impossible, for AT &T and nTelos to meet the coverage objectives discussed above. The Property is surrounded by commercial industrial parcels to the east and west, the Norfolk and Southern railroad to the north, and the Roanoke River and the Roanoke River Greenway to the south. The Tower is compatible with the nature or the character of this commercial area. Pegasus acknowledges the City of Roanoke's efforts to develop a network of greenways to provide pedestrian and bicycle linkages between the region's parks, rivers, natural areas, business centers and other institutions. The Roanoke River Greenway is used by hundreds of walkers, runners, joggers, and cyclists daily, most of whom carry mobile phones for safety. 7 Therefore, the continuous, uninterrupted network of wireless telecommunications coverage, which the proposed Tower will provide, will result in a significant public safety benefit to Roanoke residents, including tourists, outdoor enthusiasts, and business people. Wireless telecommunications service is not an intensive use and poses no threat of any type to public health, safety and welfare. D. RELATIONSHIP OF THE PROPOSED DEVELOPMENT PLAN TO THE CITY'S COMPREHENSIVE PLAN AND NEIGHBORHOOD PLAN: The Property is located in the "South Jefferson Redevelopment Area" identified in the City's Comprehensive Plan. The Comprehensive Plan seeks to ensure that wireless telecommunications towers are sited in locations which provide the least negative impact to the City's residents. The Comprehensive Plan also seeks to promote the redevelopment of the underdeveloped parcels in the South Jefferson Redevelopment Area. To facilitate such redevelopment, the City must ensure that certain services, including a network of continuous, uninterrupted wireless telecommunications service, are available in the South Jefferson Redevelopment Area, the Old Southwest Roanoke neighborhood and the South Roanoke neighborhood. The Tower will support the growth and development of the South Jefferson Redevelopment Area, and the neighborhoods of Old Southwest Roanoke and South Roanoke, while mitigating its negative effects on the surrounding properties and neighborhoods. II. PHASE II A. DESCRIPTION OF PROPOSED USE AND DEVELOPMENT: Timberbrook will use the portion of the Property identified as Phase II on the Development Plan for "commercial use" as such term is defined in the South Jefferson Redevelopment Plan effective as of 2001, as amended by that certain Amended South Jefferson Redevelopment Plan effective as of June 30, 2010 (collectively, the "South Jefferson Redevelopment Plan "). Specifically, in Phase I1, Timberbrook seeks to complete the development of the Property in anticipation of medical clinic, professional office, general office, or other office support services use. As Phase II of the Amended Development Plan, Timberbrook proposes to construct a 4- story commercial building for medical clinic, professional office, general office or other office support uses on the Property. Phase II of the Amended Development plan also includes certain 8 landscaping spaces, parking spaces, sidewalks, curbs, gutters, and new large trees, among other features. These features will are consistent with the atmosphere of the South Jefferson Redevelopment Area. The Property is zoned INPUD (Institutional Planned Unit Development). In its Zoning Ordinance, the City of Roanoke encourages the development of commercial and institutional uses with a controlled degree of flexibility on properties located in the INPUD zoning district. The proposed use of the Property is permitted "by right" in the INPUD zoning district, subject to the approval of the proposed Amended Development Plan. B. JUSTIFICATION FOR THE DEVELOPMENT: The development of the Property represents an opportunity to further the substantial progress that has been made in connection with ongoing redevelopment of the South Jefferson Redevelopment Area in accordance with the South Jefferson Redevelopment Plan. Phase II of the Amended Development Plan will (1) improve the aesthetics of the South Jefferson Redevelopment Area; (2) enhance economic opportunities for businesses in the South Jefferson Redevelopment Area; and (3) enhance opportunities for further growth and redevelopment of the surrounding residential neighborhood, including Old Southwest Roanoke and South Roanoke. Phase II of the Amended Development Plan would further the City's efforts to eliminate blight, blighting influences and deleterious land use in the South Jefferson Redevelopment Area and improving the aesthetic qualities of the surrounding areas by redeveloping a formerly blighted and currently undeveloped parcel of Property. The 4 -story commercial building and related improvements to the Property proposed in Phase II of the Amended Development Plan are designed to conform to the "Campus and Institutional Area" urban design theme required by the South Jefferson Redevelopment Area Design Guidelines, which is intended to "create an intensely urban condition, as the patterns of the Main Street are contrasted with the scenic qualities of the adjacent inner - focused campus." The development of the Property proposed in Phase II of the Amended Development Plan would complement the existing developed environment in the South Jefferson Redevelopment Area. Phase II of the Amended Development Plan, including the proposed building, will provide an opportunity to expand the growing business activity in the South Jefferson Redevelopment Area by providing a commercial campus that would draw employees, visitors and others to the South Jefferson Redevelopment Area. This inflow of additional people into the South Jefferson Redevelopment Area will lead to new opportunities for the growth of businesses in the surrounding community. The industries that may benefit from Phase 11 of the Amended Development Plan include the hospitality, retail, and food service industries, as this influx of additional people into the South Jefferson Redevelopment Area will require venues for lodging, shopping, and dining. Finally, the South Jefferson Redevelopment Plan specifically notes that "there is a need for continued redevelopment of the remaining undeveloped parcels in the [South Jefferson] Redevelopment Area." Phase 1I of the proposed Amended Development Plan for the Property will meet this need. C. EFFECTS OF THE PROPOSED USE ON THE SURROUNDING NEIGHBORHOOD The use proposed in Phase II of the Amended Development Plan will have no adverse effects on the surrounding neighborhood. In fact, the improvements to the Property identified in Phase II will improve the quality of the surrounding neighborhood by complementing the variety of current uses in the South Jefferson Redevelopment Area as noted in Section (I)(C) above. The quality of the neighborhood will be improved by the improvements contemplated in Phase II of the Amended Development Plan, which are designed to conform to the requirements of the South Jefferson Redevelopment Plan. Again, the Property is surrounded by commercial industrial parcels to the east and west, the Norfolk and Southern railroad to the north, and the Roanoke River and the Roanoke River Greenway to the south. Phase II of the Amended Development Plan includes establishing new green areas, consistent with the objectives of maintaining the Roanoke River Greenway, while adding a new commercial building, accompanied by new landscaping, to the Property, which currently is vacant. The improvements proposed in Phase II of the Amended Development Plan can only benefit an area that was once described as blighted and deteriorated. D. RELATIONSHIP OF THE PROPOSED DEVELOPMENT PLAN TO THE CITY'S COMPREHENSIVE PLAN AND NEIGHBORHOOD PLAN: (i) Conformine Uses 10 The improvements proposed in Phase II of the Development Plan will comply with the Roanoke City Zoning Ordinances, the Roanoke City Comprehensive Plan, the South Jefferson Redevelopment Plan, and applicable floodplain regulations. The Roanoke City Comprehensive Plan: The Comprehensive Plan specifically identifies the South Jefferson Redevelopment Area as an action area for economic development (Section 3.3(A19). The improvements proposed in Phase II of the Development Plan will provide new opportunities for economic development in the South Jefferson Redevelopment Area, in accordance with the South Jefferson Redevelopment Plan. Zoning Ordinance: As noted above in Section (11)(A) the proposed use of the improvements identified in Phase II of the Amended Development Plan complies with the Zoning Ordinance's requirements of properties located in the INPUD (Institutional Planned Unit Development) zoning district. South Jefferson Redevelopment Plan: The Property is reserved for "Commercial Use" under the South Jefferson Redevelopment Plan. The proposed use of the improvements identified in Phase 11 of the Amended Development Plan comply with this use requirement, by using the Property for business or professional support services. Floodplain Regulations: A portion of the Property is located in a 100 -year floodway. The Development Plan initially filed by Pegasus anticipated a portion of the surface parking area to be constructed within the floodway. However, although Timberbrook plans to file an application with Federal Emergency Management Agency (FEMA) intended to adjust the boundary line of the 100 -year floodway, Timberbrook has agreed to revise the Amended Development Plan to remove the portion of the proposed surface parking area located within the floodway. If Timberbrook's application is successful, Timberbrook plans to revise Phase II of the Amended Development Plan to include additional surface parking in compliance with FEMA regulations. (ii) Conformity with Objectives of the South Jefferson Redevelopment Plan As noted above, the Property is within the South Jefferson Redevelopment Area, and thus, it is governed by the South Jefferson Redevelopment Plan. The improvements proposed in Phase II of the Amended Development Plan further numerous goals and objectives of the South Jefferson Redevelopment Plan. For example, Phase II of the Amended Development Plan will 11 (1) reduce or eliminate blight and blight influences; (2) improve business activity and generate economic value for the City of Roanoke; (3) make use of the area's location and urban character; and (4) provide versatility in land uses in the South Jefferson Redevelopment Area. (1) Phase II of the Amended Development Plan will reduce blight and blight influences. The proposed commercial campus will convert a vacant lot into a bustling corporate atmosphere, which will enhance the urban landscape of the South Jefferson Redevelopment Area. (2) Phase 11 of the Amended Development Plan will improve business activity and generate economic value for the City of Roanoke. Business activity will be improved, as a 4- story office building, occupied by employees, will be constructed on a vacant undeveloped lot. Also, as noted above, an influx of employees, visitors and other people into the Property will create opportunities for businesses in this area to increase their revenue. (3) Phase If of the Amended Development Plan will make use of the area's location and urban character. Fronting Franklin Road, the Property is located on a portion of the "gateway" to the downtown Roanoke area. The improvements proposed in Phase II of the Amended Development Plan will enhance the aesthetics of the gateway, and inject vitality into the area by providing new large deciduous street trees, screened parking areas and new sidewalks, curbs, and gutters. This will allow for a smooth aesthetic transition from the South Roanoke area to the downtown area. (4) Phase II of the Amended Development Plan is designed to provide versatility in land uses in the South Jefferson Redevelopment Area. A main goal under the "providing versatility in land uses" objective is to create a vibrant place for work. Phase II of the Amended Development Plan is designed to achieve the same goal by creating a commercial campus that is consistent with the surrounding area. (iii) Compliance with Provisions of South Jefferson Redevelopment Plan Phase II of the Development Plan is intended to substantially comply with the specific requirements for development in the South Jefferson Redevelopment Plan and the accompanying 12 design guidelines. The following list describes certain relevant features of the Development Plan which comply with the South Jefferson Development Plan]: • The main entrance to the building will be oriented to Franklin Road and surface parking along the frontage of the road will be appropriately screened (Section • Common open space areas will be landscaped. However, certain open areas which have significant landscape value will not be disturbed (Section (E)(2)(a)(4))• • All surface parking lots will be located to the side or rear of the building to permit orientation of the front facade to the street (Section (E)(2)(a)(6)). • Signage will comply with the South Jefferson Redevelopment Plan and other relevant regulations (Section (E)(2)(a)(8)). • Natural vegetation and trees will be used to buffer the commercial uses of the Property (Section (E)(2)(c)). The design criteria contained within Phase II of the Development Plan is also intended to substantially conform to the South Jefferson Redevelopment Area Design Guidelines. The Property is designated as a "Campus and Industrial Area" thereunder. The following list describes certain relevant features of the development plan which comply with the South Jefferson Redevelopment Area Design Guidelines: • The height of the proposed building will be a maximum of 90 feet. • Surface parking will be screened from the street and pedestrian areas. • Trees will be distributed throughout the parking area. Although Timberbrook has yet to finalize some of the design elements and other details of the improvements identified in Phase II of the Development Plan, Timberbrook acknowledges 1 References to section numbers will refer to the initial South Jefferson Redevelopment Plan. Such sections were reaffirmed as valid In the Amended South Jefferson Redevelopment Plan. 13 that the Property is governed by the South Jefferson Redevelopment Plan and the South Jefferson Redevelopment Area Design Guidelines. Moreover, Timberbrook will work with the City of Roanoke to substantially comply with all applicable plans, ordinances, and other regulations that may govern future development of the Property. 14 PROPERTY OF rft1T _ NORFOLK SOUTHERN CORP. - NORFOLK k WES7ERN RAILWAY CO. 'S i t�E rr_:txz.t_x��- � A4(RO�O lx,d (T1Tf xs a^w : a -t t r Fact PHASE I DEVELOPME LEAS_RNFA e DRM DRSNN �� 'ter PHASE I DESIGN SUMMARY PROPOSTD RMronmES: Ies' TENM OfwaG ON roym PROVOSED SITE SANM Mm1Y MEW fa Sr WO . fR 0=C RO NEW LARGE CELNXINS S1RET 1REF5, NM ACfESS L�1eW INTENT OF THE INPUD AMENDMENT TIE PNBLH 0' THS NQ6IRNE 0 M SNOS A MN GflflfAplT APPRMOL WTH PNA4 I WNG A BY ST LEASE AETA M 6, USSR FOR TIE MCTW M A 16E6' cAMHS YWOVE WM "MYERNM fAWN6-LETtI- WECIRWCS, AND SEC w {DONE. NIPS O 04414M PLAN RERECR M OAEIIr DUNA ImNT OF M PRO+ERn ONNER FOR F R CE\£LLtlVENT 7 M PM.A^ - SLBECT M A fUMiE A1O1FAfNf LF M RI1D INSMOCT. IRNaµ pIFFER NCTNGS SMNL BE LINE O MINX M SC RPMNI 9UfPER N NGS N➢XS M salMWl g1pfOO. 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PHASE It DESIGN CRITERIA MINIMUM SIMMONS MENIMT: BS MAmMUY am FLOOR AREN 0•075 7 A NBMARY DITRARM BLL E LOCATED CN FAANGII ROAO A MINIMUM OF M FACNIE TUNSPAIRICY ON TO: GROUND N1XN Nm A MINIMUM BUT 1RANTIRNCY OR UPPER FLOORS 9OUE 'MLL CONFORM TO TIE RONNME CITY ZIRING OmMANCE A SLEET SO EIII MLL E MTALLFL EIREEN ER PIRMNO AREAS Nm FRNMUN RON. PER ECTOI %.E -NB INTENT OF THE INPUD AMENDMENT THE IWOE W M wBwLVrt IS Tl Tax A PHASED EwroMENT DREOTUM 6MAN1mNfl'R�AIIMuI IIO<w WEFARM ANNEA 1eMmATE. QWIQ 4 MEL'IRO4 Nm EOMY FdOM. MS ELBLRLENT RAN RFFIECTS THE CURRENT DE KIN PTMIT OF TIE PR V (AMER M PMASE I E1flOBO1T R TE PM S14ECT TO A FUNS NaCENT O TE O OSTBCT. RO9 \ HOrFR TRAFFIC IMPACT ANALYSIS NOTE �. A TMmC IMPACT NiN95 WET BE PROMOD TO N!O APRmM9 BY TIf COY OF ROAxWE TWOPORTATCN OMEN eETCIE SUBMITTAL OF EMS UID`T PLANS TO TE Ott OF RONlO2 AXO 1NE RMIw THE COMM"'T.WT PREPNBMG T MALY95 MUST MEET M1N 1NE TRINSPO TATCM ONSIO! STNF NBOR TO SUBMITTAL TO DETER ME ME SOM Nm FORM E AMNYIPS, DAM INOH M P 71513 OF TE FALL M MMEMT M, TE am cowl i STREETS PCUCY. 1V`t�, �►E8E9YFAYpy �N: LNE1F SIDEWALK RECEIVED O7A7B d WIRR DEC - 8 2013 ` / CUY OFRWNONF Fes\ 60P{ANNNO BU PNDOEVEL' 0 0 BIT \ SCALE: I' . 6d DEVELOPMENT PLAN - PHASE II FOR INPUD ZONING DISTRICT AMENDMENT TO INCLUDE A TELECOMMUNICATIONS TOWER PROPERTY OF TIMBERBROOK PROPERTIES VI, LLC TAX MAP #1040102 SITUATED ALONG FRANKLIN ROAD I LUMSDEN ASSOCIATES, P.C. ENGINEERS - SURVEYORS PLANNERS 46648RAMBLETONAVENUE PHONE (540)774 -4411 P.O. BOX 20669 FAX: (540) 772 -9445 DATE 2013 November 20, $ °ONE NO' 13 -157 ROANOKE, VIRGINIA ROANOKE, VIRGINIA 24018 E -MAIL: MAIL@LUMSDENPC.COM BOME °.so• i Z3C 4' LOOM ROD A r h c„ e n g n e e r, ml taMO, RE 911E mD j EWS OLW(�l r 9m11 -me jA \FIU[ (ttp m-tmo PROPOSED AT&T S ON LOW W � PEGASUS WER' �m 1 N SIFp , A R/r >bR E P.. M 90,9 ` Ri zro) 96, -7411 rA,: zro) 9a-m, PROPOSED UNMANNED WIRELESS COMMUNICATION PROPOSED gmm mTDws gyp, O PAN002 PER SECTOR - 6 mrw- NIFlDS TO STRAUSS VIM DE HIGHEST PORT 1609 FRh ROAD W ROMINCE A 20141 WMM 9R: MAWt RB41 PROPOSED PEGASUS 165' YOROPOIE i SCALE IN fEEF i 0 10 20 40 60 S iPpWoSEO PEG95 R' _p MCN SEDAW FIIKE 1 1 Q 1 R 11 -21 -I3 1 SHEET 2 OE 21 REV. 1 Q 1 ' -201 LEASE EXHllrr \ R0211 Tirn b rbrook Properties , LC Fra 'ki 16 Road, Roanok nia "f�o ,oppd�le �, �iit�Ca i�ira' View#�0li`fr Res rveAenus approxlmtelQy�,20M elst of site PEGASUSTOWERI �.; tz` \ R0211 Tirn b rbrook Properties , LC Fra 'ki 16 Road, Roanok nia "f�o ,oppd�le �, �iit�Ca i�ira' View#�0li`fr Res rveAenus approxlmtelQy�,20M elst of site PEGASUSTOWERI 1 .a (� a as �vr�p e� rs ar E R0211 proximatelyV,100ft. edst of site PEGASUSTOWERI E Y ,1 r 3 4 LIF X25 GOULO DIGITAL IMAGING GOULD DIGITAL IMAGING li l. .3 f .':,X F t . 4s ~ i- I 't7�C8111 rarr�';atr�� r L ( I GOULD DIGITAL IMAGING x ' F T} z S ,t IYOTtTylfp.lYMpYF _ Mbtk!` � CU . M1lrl M s�� T� It GOULD DIGITAL IMAGING . 11 �1yy Y �I mss; k�,� .i��i r¢7 ~ iii y -� • ti� ' 9 ow V T4,, � GOULD DIGITAL IMAGING . 11 �1yy Y �I mss; k�,� .i��i r¢7 ~ iii y -� • ti� 40 R •. GOULD DIGITAL IMAGING a: n lE < h)J� ras• 4f' f�s�,� •` Il. i.•.., {y rT. S1A �f� O. c..v •`,, F i � 1. • ,'�'., Rc , _ 1 ' e t 7r. ��4 t•, e � r R�Z7 7 >ok Properties . . i► ., I , L R�Z7 7 >ok Properties I , L oad,Roanok f `or nt�l .- 10 Ay' f§-t `roSn Wiley b;Ve SN dy ft. southwest of SCI ICTrlWECI Balloon Test R0211 10,6 ft � A 6 3 1e iinC�a lit re Vlew#960S�m ai�oke1ve�reenway approxlma %Z ft southeast of site PEGASUSTOWERA GOULD DIGITAL IMAGING -NF .f q�l s �j WY . 9Y wi yv �Y W .�. µhi V GOULD DIGITAL IMAGING - ' •wry. S'.•T :+� a 7 . r4 rt, h DIGITAL WAGING �2R# t( it i Ir le lob a R0211 _. 1 View #94tifrdtn I$rbadway Avfnue SW approx. 2,1358 south- southeast of site PEGASUSTOWERN 0 J r Y YL�N C v tfS!•iL � `fit. 1 v __ \ ' \ 1 rr' w r .. it •a; H 4i GOULD DIGITAL IMAGING "2 ® 2006 AT&T Knowledge Ventures. All rights reserved. AT&T is a registered trademark of AT&T Knowledge Ventures. it at &t r r r i OL '(jf 1 Jff ie 1 _ of • 11 - �. OL • d �- x � RSCP_ 92tlBm ' , - Best Signal Level (dBm) >- -74 i ^ • 9 Best Signal level (dBm) >-.82 \>-�' • - -7% • Best Signal Level (dBm) > - -92 Z ) • 1 A � —1 Pit.. �r RSCP--92dBm • Best Signal Level (dBm) *• .74 Best Signal Level (dBm) > • .82 Best Signal Level (dBm) > • -92 1T .0 rat OiN - JLL RSCf!--92d8,n 0 It Best Signal Level (dBm) ".74 Best Signal Level (dBm) >-.82 Best Signal Level (dBm) -.92 y. L !% All. • I lip 7F, 4 L 111.%1F 0 X I 0 Legend RSCFi--92dBFn Best Signal Levet (dBm) >-.74 Best Signal Level (dBm) > =-B2 Best Signal Level (dBm) > -.92 �+ • 1 =v •i r r _ 1 ■\ 1 Ow Y , 9■ WIY 1 > ' RSCP_ 92dBsn o■ - ,f Best Signal Level (dBm) > -.74 `� } ( M Best Signal Level (dBm) > -.82 Best Signal Level (dBm) > -A2 RN942 SURROUNDING SITES All surrounding sites are turned on. RN942 is turned off. BLUE: DEEP INDOOR COVERAGE, GREEN: INDOOR COVERAGE, YELLOW. VEHICULAR COVERAGE, RED: OUTDOOR COVERAGE RN942 SURROUNDING SITES All surrounding sites are turned on. RN942 is also turned on. BLUE: DEEP INDOOR COVERAGE, GREEN: INDOOR COVERAGE, YELLOW: VEHICULAR COVERAGE, RED: OUTDOOR COVERAGE NTELOS RN942 Propagation 140' i 10 Blue: Deep Indoor Coverage Green: Indoor Coverage Yellow: Vehicular Coverage Red: Outdoor Coverage Only NTELOS RN942 Propagation 182' i 10 Blue: Deep Indoor Coverage Green: Indoor Coverage Yellow: Vehicular Coverage Red: Outdoor Coverage Only Roy V. Creasy A�"Af Law R.Ok , V1g1n4 p ^"�+C a^ �DdYMn er ttE�.rs ccA�[ 030022685 TAIL MAP N0:1040102 PGOb a 9 xo DEL, ROY V. CREASY, ESQUIRE THIS DEED, made and entered into this the 13`I• November, 2003, by and between Valloy day of Properties. LLC, a Virginia limited liability eompaay; Grantors; and Timberbrock properties VI, LLC, a Virginia limited liability compaay, Grantee. WITNESSETH! THAT FOR AND IN CONSIDERATION of the sum of TEN DOLLARS ($10.00) cash and other good and valuable considerations the Grantee said by unto the Grantor, receipt whereof is hereby acknowledged, the said Grantor does hereby BARGAIN, SELL, and CONVEY, With GENERAL WARRANTY GRANT and ENGLISH COVENANTS OF unto the Grantee, TITLE, all that certain lot or parcel of land, the with appurtenances thereunto belonging, lying and being in CITY Or ROANOKE, VIRGINIA, the more particularly described as follows, to -wit: Parcel A -1, containing 4.361 acres, as shown on PLAT SHOWING PARCEL as A -1 (4.361 PROPERTIES, L.L.C. SUHDIVIS ION (M.H.l, PG 1925) PROPERTY OF TIMHERHROOK V SITUATED ALONG PROPERTIES I, LLC, FRANKLIN ROAD, S.W., VIRGINIA, ROANOKE, an 1, 2003, prepared by the Land Surveyor, Clerks and recorded in City of Roanoke, Cincuit Court of the Veirg inia, Map Book r a2l.S q ; and Page BEING ae property conveyed to Valley Properties, m Deed y dated Sune 5, 199'7, of Gm+bu m ruµi ;Eq e, ccEaws om.; PG0b+i0 0110 record in the aforesaid Clerk's Office in Deed Book 1799, page 1777. THIS CONVEYANCE is made subject to all effective easements, restrictions and conditions affecting the property herein conveyed. WITNESS THE FOLLOWING SIGNATURE AND SFALS: STATE OF VIRGINIA, CITY OF ROANOKE, TO -WIT: (SEAL) (SEAL) The foregoing instrument was acknowledged before me this day of November, 2003, by John Lipscomb, Operating Manager for Valley properties, LLC. No_ary public My commisa i expires: Roy V. Creasy AWIr M Law au.,d,e, v�ryfnia i -2- o,..r.e o. ,ovey,r er cu�rt.som�e --- PG 0 b u I NO 1-12 STATE OF VIRGINIA, CITY OF ROANOKE, TO-WIT: IqThe foregoing instrument was acknowledged before me this lL day Of November, 2003, by David McCray, Operating Manager for Valley Properties, LLC. Notary public IMy comm ssi n expires: 4 -P to!. THIS DEED WAS PREPARED HY ROY V. CREASY, ESQ. w, % � Roy V. Creasy "—ttV At Uw -3- INSTRUMENT /030022685 RECORDED IN THE CLERK'S OFFICE OF ROANOKE CITY NOVEMBER 17, 2003 ATTN03e44PM REQUIRE DD By SEC 58-1-882 A 882AOF TTHEPVA. CODE STATE: 5487.50 LOCAL: 5407.50 ARTHUR B. CRU H, CLERK_ CDC? TAXID LOCADDR OWNER 1032203 341 RESERVE AVE SW H T 8 PROPERTIES LLC 1040201 250 RESERVE AVE SW CITY OF ROANOKE MAHER FIELDS OWNERADDR1 202 S JEFFERSON ST 215 CHURCH AVE SW MAILCITY MAILSTATE MAINZIPCOD ROANOKE VA 24011 ROANOKE VA 00000 TRAFFIC IMPACT ANALYSIS For Franklin Road/Reserve Avenue Commercial Development Roanoke, VA For Timberbrook Properties 5100 Bernard Drive P.O. Box 2087 Roanoke, VA 24018 December 6, 2013 Commission No. 2894A 4 HAEL S No. 15232 12 1c, 113 4� MATTERN & CRAIG, INC. CONSULTING ENGINEERS • SURVEYORS 701 FIRST STREET, S.W. ROANOKE, VIRGINIA 24016 (540) 345 -9342 FAX: (540) 345 -7691 FRANKLIN ROAD/RESERVE AVENUE COMMERCIAL DEVELOPMENT TRAFFIC IMPACT ANALYSIS EXCECUTIVE SUMMARY This document presents the results of the traffic impact analysis performed for a commercial development at the intersection of Franklin Road and Reserve Avenue in Roanoke, VA. The development is proposed by Timberbrook Properties. Timberbrook Properties proposes to construct one of the following land uses as part of an Institutional Planned Unit Development (INPUD): Medical Clinic, Professional Office, General Office, or Office Support Services. The report illustrates that the Medical Clinic will generate the greatest number of trips at each of the peak hour study periods (AM, Mid -Day, and PM), therefore, Medical Clinic trips are used for the analysis. Each of the development options will consist of 46,875 SF of gross floor area. The study analyzes 2013 Existing conditions, 2020 Background conditions, and six 2020 Buildout scenarios. The existing intersection is a three leg signalized intersection. The 2020 Background traffic volumes are derived by utilizing a 1.0% annual growth rate and incorporating trips from a planned development known as "The Bridges" development. The Buildout date for "The Bridges" development is 2020. The six 2020 Buildout scenarios consider the intersection with different lane configurations for the northbound, southbound and westbound approaches and include the proposed eastbound approach. The eastbound approach lane configuration remains the same for all scenarios — shared through /right lane and dedicated left turn lane. The analysis addresses the traffic impacts of the proposed development on the Level of Service at the existing signalized intersection for each scenario as compared to the 2013 Existing and 2020 Background conditions. The traffic signal cycle length for each scenario and each study period was held constant at 90 seconds for each Level of Service analysis for comparison purposes. Also, the analysis analyzed the southbound approach's queue length as there is concern of sight distance over the Franklin Road railroad bridge. After comparing the scenarios based on the above considerations, it was concluded that Scenario B best meets the criteria. Scenario B calls for dual left turn lanes on the westbound approach and otherwise retains the existing intersection configuration. The new eastbound intersection leg will have one entrance lane and two exit lanes, one separate left turn lane and a shared through and right turn exit lane. Based on a three phase 90 second cycle length, Scenario B provides Level of Service C or better operation in the 2020 Buildout year. This study has approached the analysis of the proposed development in a conservative manner by utilizing the trips generated by the proposed land use that generates the greatest number of trips. Recommendations: Based on the analysis performed in this study, the following recommendations are made: 1. Construct new site development entrance on the west side of the existing intersection. The entrance will consist of one entrance lane and two exit lanes, one separate left turn lane and a shared through and right turn exit lane. 2. Construct southbound Franklin Road widened pavement taper to accommodate the proposed dual left turn lanes from Reserve Avenue. This geometric modification will require new curb, gutter and sidewalk and relocation of an existing drop inlet. The final design of this street improvement will be determined during the site plan review process. 3. Modify the existing traffic signal equipment to provide new signal heads for the site development entrance. This modification will require new span wire over Reserve Avenue. Also, the signal pole on the southwest corner of the intersection in front of the site will need to be relocated to accommodate the new entrance and geometric improvements. 4. Re -time traffic signal to accommodate the reconfigured lane striping and geometric improvements. For the initial signal timing utilize the Synchro analysis for Scenario B and a 90 second cycle length. Field adjustments in the timing may be required to more efficiently accommodate the traffic volumes at the time of initial operations. 5. Restripe existing Franklin Road and Reserve Avenue to provide new stop bar locations and dual left turn lanes on Reserve Avenue. The dual left turn lanes should striped a minimum of 300 feet in length plus proper transition length. Provide lane usage arrows in all lanes. The final design of lane restriping will be determined during the site plan review process. TABLE OF CONTENTS I. INTRODUCTION ................ ............................... A. Purpose ..................... ............................... B. Site Location and Study Area .................. C. Existing Land Use and Surrounding Area D. Proposed Land Use ... ............................... E. Existing and Future Streets ...................... F. Sight Distance ........... ............................... II. ANALYSIS OF EXISTING (2013) CONDITIONS A. ADT and Peak Hour Traffic Volumes ......... B. Levels of Service .......... ............................... C. Level of Service Analysis ............................ III. FUTURE CONDIITONS WITHOUT DEVELOPMENT A. Background (2020) Traffic .... ............................... B. Level of Service Analysis ...... ............................... IV. TRIP GENERATION V. TRIP DISTRIBUTION VI. FUTURE CONDITIONS WITH FULL DEVELOPMENT BUILDOUT .......... A. Scenario 1: Existing Lane Configuration ................. ............................... B. Scenario 2: New Lane Configuration ...................... ............................... C. Scenario 3: New Southbound Right Lane ................ ............................... D. Scenario 4: Existing Lane Configuration Plus Southbound Right Turn. E. Scenario A ................................................................. ............................... F. Scenario B ................................................................. ............................... G. Levels of Service ...................................................... ............................... VII. QUEUING ANALYSIS..... VIII. CONCLUSIONS AND RECOMMENDATIONS A. Conclusions ................ ............................... B. Recommendations ...... ............................... IX. REFERENCES ... APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E 12 15 ..........15 ..........19 ..........19 ..........21 ..........21 ..........21 ..........22 ..........24 .................28 ...........31 ...........31 ...........32 .......34 EXISTING TRAFFIC COUNTS TRIP GENERATION BACKUP LEVEL OF SERVICE ANALYSIS QUEUING ANALYSIS LOS & DELAY SUMMARY TABLES i X:\2894A \TIA Report\2894A - Franklin- Reserve- TIS.doc LIST OF TABLES Table No. Page 1. Characteristics of Adjacent Streets ........................................................ ..............................6 2. Highway Capacity Manual Levels of Service and Delay ..................... .............................10 3. Proposed Land Use Trip Generation Comparison ................................ .............................14 4. Trip Distribution for Site Generated Trips ........................................... .............................15 5. 2020 Total Buildout Traffic LOS for AM, Mid -Day and PM Peak Hours 90 Second ...... 27 6. Southbound Queues Scenario Comparison ........................................... .............................29 LIST OF FIGURES Figure No. 1. Site Location ............................................................. ............................... 2. Location Map ............................................................ ............................... 3. Proposed Site Concept .............................................. ............................... 4. Road Profile .............................................................. ............................... 5. Existing Traffic Counts — Nov 20, 2013 AM, Mid -Day, PM Peak Hour 6. 2020 Background Traffic AM, Mid -Day, PM Peak Hour ....................... 7. Trip Distribution AM Mid -Day, PM Peak Hour ...... ............................... 8. Site Generated Trips AM, Mid -Day, PM Peak Hour .............................. 9. Buildout Traffic 2020 AM, Mid -Day, PM Peak Hour ............................ 10. Lane Configuration Scenarios .................................. ............................... 11. Site Entrance Revised Scenario B ............................ ............................... ii X:\2894A \TIA Repon\2894A - Franklin- Reserve- TIS.doc I. INTRODUCTION A. Purpose Timeberbrook Properties VI, LLC owns a 4.361 Acre parcel of vacant land (Tax Map No. 1040102) at the intersection of Franklin Road and Reserve Avenue in southwest Roanoke, Virginia. The parcel is currently zoned as INPUD (Institutional Planned Unit Development). Timberbrook Properties proposes to construct one of the following land uses as part of the INPUD: Medical Clinic, Professional Office, General Office, or Office Support Services. Either of the chosen land use structures will contain 46,875 S.F. of gross floor area. This Traffic Impact Analysis study report is submitted at the request of Roanoke City Transportation Department. This report summarizes the findings of the Traffic Impact Analysis (TIA) associated with the potential impacts to the adjacent street network caused by traffic generated by the proposed land use of the property. To accomplish this objective, this study analyzes the existing (2013) traffic conditions, forecast year 2020 background traffic conditions, and lane condition scenarios with projected traffic generated by the development on the street network in year 2020. A similar TIA was performed for this intersection and a similar development proposed by Timberbrook Properties in January 2009, this TIA is independent of the January 2009 TIA. Additionally, this report incorporates trips generated as described in the "Roanoke River District Traffic Study ", prepared by Balzer and Associates, Inc. in January 2013, for the development currently referred to as "The Bridges" development. The trips generated by the "The Bridges" development at the intersection of Franklin Road and Reserve Avenue are incorporated into the 2020 background traffic conditions. R:\Dwgs \2894A \TIA Repon\2894A - Franklin - Reserve- TIS.doc 1 B. Site Location and Study Area The property lies in the west side of the intersection of Franklin Road and Reserve Avenue. Figure 1 shows an aerial view of the site. The parcel is triangular in shape and has approximately 500 feet of frontage on Franklin Road. The site is further bounded by the Norfolk Southern railroad tracks to the north and the Roanoke River to the south. See Figure 2 for a site location map. At the City's direction, this Traffic Impact Analysis considers a study area encompassing only the signalized intersection of Franklin Road and Reserve Avenue. C. Existing Land Use and Surrounding Area The parcel is zoned INPUD (Industrial Planned Unit Development) and is currently vacant. In general, the property is surrounded by developed commercial and recreational (park) land uses. D. Proposed Land Use Timberbrook Properties VI, LLC proposes to construct a 46,875 S.F. building for Medical Clinic, Professional Office, General Office, or Office Support Services. Figure 3 depicts the complete proposed site development concept including the building, adjacent parking lots and site entrance location. E. Existing and Future Streets Table 1 summarizes the characteristics of the streets adjacent to the development site. (The street network is illustrated on Figure 2). No future streets are planned in the immediate vicinity of the site. R:\Dwgs\2894A \TIA Report\2894A - Franklin- Reserve -TISAo i �. ,w / . »w 4 \ \J��i [U/I✓��JLpn llldlp'I� EILJ D ������ D® °l� �D�Dvo D� 1 <6a_LII��� � o��D� DAD �, � a - �� ✓G` �� o j LN��000D0000 o a ®Da o G U I oon 7 Jo ��Qa�, At PJ _ L � �7 NKLIN RD FRAIpI1111Uu 7 � °� - D O RESERVE AVE " 0" SD 220 O �� 1 _Q FIGURE 2 LOCATION MAP 4 PPO °LPTY D' TO, CUTHERN 60<F, I ol'r(' r 1 P.T,If AMC, i CC SO'x 50' \ \ {EASE AREA MISS,. O \ 1 00-YEAR LR,LODOO �n� TRAFFIC IMPACT ANALYSIS NOTE INTENT OF THE INPUT) AMENDMENT A WRAC IMPACT ANALYSIS MUST BE PRONDED TU. AND RE AAW MS'IRiMI MA /dA SG.AIYYS / APPRO`N BT, T OF ROANOKE ST TADCN AFFROON MTX RI BANG n 50' BY m L AREA TO BE USED NR TXE OF DEWL PM P DIY,9ON B60RE SUBMITTAL PLTAN ro ME B OF DEVEME NS. RW GO S YWCPttF M1N ANTENNAS. fRWWi£Yl ERECTO OF A lD1SECMWY E AND T ME CM rAXr CITY OF ROANOKE AND ME \ `x/ ST M N THE PREPARING ME ANALYSIS MUST MEET TO ME WANSPIE DINBICN STAR PRIOR N SUBMITTAL TO MIS RWfHRtt RAN E INTENT OF WE FMTFFRTT DETERMINE ME SCOPE A BASED UPON ME VE ANAENT OF ME PARCEL SUBJECT iO A NNRE M II RYIIWM SU OWNER ENT DEVELOPMENT OF E PARC E F LL D A ME PARAMETERS OF ME FULL DEVELOPMENT µD TIE OF IC AMENDMENT K ME IN%ID g51RICi. CINS CCMRETE STREETS PODCT. SITE AND ZONING TABULATIONS WRRENT ZORING: INPUD \ \ PROPOSED USE hYECOMMUNICA11CN5 TOWER LEASED \ STE ACREAGE', AJAREA A(P (189.965 1), 5F1M /�MERQAL (PHASE II) \ 11+0 \ MINIMUM LOT AREA REWIRED: NIXIE. IXCEPT 1,800 Sf PER \ � \ \ DMEL UMT FOR READLYPAL � DIMENSIONAL REWIRELENT3 PER SECTION JG2 -320, REWlATN1N5 FOR MINIMUM FR7j, ` LOT AREA. MINIMUM LOT FRONTAGE. MINIMUM YARDS, MA%IMUM BUILDING \ OIR \ HBWT MO MINIMUM USEABLE OPEN SPACE ARE TO BE SPECIFIED QV NE pDUS SURFACE PAM FOR ME DISIRICT MPERDEW PARENT AREA RAW M ISM ICY BDfi p MINIMUM MEE CANOPY: 10% MINIMUM PARKING REQUIREMENT : PER SECTION 31 ME ESTABLISHMENT Of MINIMUM PARKING IS TO BE SPECIFIED ON ME DEYELCPMENT PLAN FDA NE DISTRICT. PHASE It DESIGN CRITERIA MAMMUM BI HEIGHT: 83' \ MAMMUM GROSS FLOOR AREA' 48,875 SF \ A PRIMARY ENTRANCE MLL BE LOCATED ON FRANKLIN ROAD A MINMUM OF 50F FACADE TRANSPARENCY ON ME GROUND FLOOR AND A MINIMUM 20X TRANSPARENCY ON UPPER FLOORS L 9CNAOE WILL CONFORM TG ME ROMME CITY ZOMNG ORDINANCE A STREET SGRUEN WILL BE INSTALLED BETWEEN NEW PARKING AREAS AND FRANKLIN ROM, PER SECTCN W.2 -849 TRAFFIC IMPACT ANALYSIS NOTE INTENT OF THE INPUT) AMENDMENT A WRAC IMPACT ANALYSIS MUST BE PRONDED TU. AND ME %IRPOa4 OF Ttl5 AMENDMENT 5 TO SHOW A SNARED APPRO`N BT, T OF ROANOKE ST TADCN AFFROON MTX RI BANG n 50' BY m L AREA TO BE USED NR TXE OF DEWL PM P DIY,9ON B60RE SUBMITTAL PLTAN ro ME B OF DEVEME NS. RW GO S YWCPttF M1N ANTENNAS. fRWWi£Yl ERECTO OF A lD1SECMWY E AND T ME CM rAXr CITY OF ROANOKE AND ME i1FCWgNICS, AND SECURITY fENONG. FEN ST M N THE PREPARING ME ANALYSIS MUST MEET TO ME WANSPIE DINBICN STAR PRIOR N SUBMITTAL TO MIS RWfHRtt RAN E INTENT OF WE FMTFFRTT DETERMINE ME SCOPE A BASED UPON ME VE ANAENT OF ME PARCEL SUBJECT iO A NNRE M II RYIIWM SU OWNER ENT DEVELOPMENT OF E PARC E F LL D A ME PARAMETERS OF ME FULL DEVELOPMENT µD TIE OF IC AMENDMENT K ME IN%ID g51RICi. CINS CCMRETE STREETS PODCT. o ' LUMSDEN ASSOCIATES, P.C. 4664 BRAMBLETON AVENUE PHONE: (540) 774 -4411 ENGINEERS - SURVEYORS- PLANNERS P.O. BOX 20669 FAX (540) 772 -9445 cOMM. No.: ROANOKE, VIRGINIA ROANOKE, VIRGINIA 24018 E -MAIL .NAIL@LUMSDENPC.COM SCALE: //I i Lnc\a�+ RE8ERYFAYF -.yam ,RAN; NEW SIDEWALK / CURB h GUTTER 1 \/ (Tokd) \ \ / 60' 0 60' / \ \ SCALE: 1" = 60' DEVELOPMENT PLAN - PHASE II FOR INPUD ZONING DISTRICT AMENDMENT TO INCLUDE A TELECOMMUNICATIONS TOWER PROPERTY OF TIMBERBROOK PROPERTIES VI, LLC TAX MAP #1040102 SITUATED ALONG FRANKLIN ROAD November 20, 2013 1 I 0 ra�ua..x - a TABLE 1 CHARACTERISTICS OF ADJACENT STREETS Roadway Number of Lanes Seed Limit Type of Road Percent of Trucks Franklin Road (NB) 4 25 mph Major Arterial 2% Franklin Road (SB) 3 25 mph Major Arterial 2% Reserve Avenue 4 25 mph Collector Road 3% * Approximate percentages of trucks are based upon 12 -hour turning movement counts performed for this study on Wednesday, November 20, 2013. F. Sight Distance Traffic approaching the Franklin Road / Reserve Avenue signalized intersection and the site from the direction of downtown Roanoke (SB) traverses the Franklin Road bridge over the Norfolk Southern railroad. Due to the relatively steep downgrade approaching the intersection from the southbound direction, concern was raised regarding the stopping sight distance across the crest vertical curve on the bridge. Vehicles queueing back onto the bridge from the signal could possibly cause a safety hazard for other approaching vehicles. The sight distance at the existing Franklin Road bridge was graphically determined from the street profile measured in the field by Mattern & Craig. VDOT criteria for stopping sight distance (SSD) on crest vertical curves, based upon the proper height of eye (3.5 ft) and height of object (2.0 ft), was utilized to check the existing stopping sight distance adequacy. Based upon on the field- determined profile across the crest vertical curve, the existing SSD is approximately 175 feet (See Figure 4). According to AASHTO and VDOT standards for crest vertical curves, the minimum safe SSD is 155 feet for a 25 mph street and 200 for a 30 mph street. Once over the crest vertical curve and on the 6% downgrade, the required minimum SSD for 25 mph increases to 165 feet and to 215 feet for 30 mph running speed. Based upon the distances from the crest vertical R:\Dwgs \2894A \TIA Report\2894A - Franklin- Reserve- TIS.doc 6 brex ua e Yn'lramoa 3IiJoad avow Nl 3nY 3ntl f$ltl A MON NI'x null V b 4 A d frp a tl iii s CRp a L B g n N— I I A I8 8 R _j S I. A R iB R y$ iR I� Bae _ w curve to the current stop bar location of 435 feet, approximately six to eight cars (200') could be queued at the intersection before SSD became a safety issue. II. ANALYSIS OF EXISTING (2013) CONDITIONS A. ADT and Peak Hour Traffic Volumes Turning movement classification counts were taken at the intersection of Franklin Road and Reserve Avenue on Wednesday, November 20, 2013 from 6:30 AM to 6:30 PM. The 15- minute increment turning movement counts and summary counts are presented in Appendix A. Trucks were counted separately from autos. The counts indicate that weekday peak hour traffic occurs between 7:45 and 8:45 AM, between 11:30 and 12:30 PM Mid -Day, and between 4:45 and 5:45 PM. Figure 5 presents the results of the peak hour turning movement counts. B. Levels of Service Delay within Synchro is reported with a Level of Service (LOS) designation. Level of service is a quantitative measure of driver perception of delay (waiting time) experienced at an intersection, and LOS is based on the delay thresholds specified in the Highway Capacity Manual (HCM). LOS conditions range from "A" (little delay) to "F" (very long delay). Table 2 reflects the delay ranges in seconds drivers may experience for a corresponding level of service for both a signalized intersection. LOS for signalized intersections is based on control delay per vehicle. Control delay, as defined by HCM, includes initial deceleration delay, queue move -up time, stopped delay and final acceleration delay. According to this definition the minimum design acceptable delay is "D" for design purposes, particularly in a more developed area. However, LOS E may be acceptable for existing signal locations. For signalized intersections, LOS F indicates that more than one signal change cycle may be required for a driver to pass through the intersection. R:\Dwgs\2894A \TIA Repon\2894A - Franklin- Reserve- TIS.doc 8 Lowd Slglallzed llders9offm x`32 A0 7:45 - 8:45 AM PEAK HR. �z ,�g1A� II:30 - 12:30 MID -DAY PEAK HR. fi95 Win, 9y) 2 9 4:45 - 5:45 PM PEAK HR. FRANKLIN ROAD & RESERVE AVENUE TIA ROANOKE, VIRGINIA EXISTING TRAFFIC COUNTS NOV. 20, 20/3 AM, MID -DAY, PM PEAK HOUR *IS�FlWRE 55 2894A TABLE 2 LEVELS OF SERVICE AND DELAY SIGNALIZED INTERSECTION Average Control Level of Delay Per Vehicle Service (Seconds) A 0 -10 B 10 -20 C 20 -35 D 35 -55 E 55 -80 F >80 Synchro traffic software was used to analyze the signalized intersection in this report. SimTraffic simulation software was used in conjunction with Synchro to further analyze vehicle queuing results. The procedures used by Synchro and SimTraffic are in accordance with the methodologies stated in the Highway Capacity Manual (HCM) for intersection analysis. Analysis results for signalized intersections provide level of service calculations for all approaches as well as an overall intersection level of service. In this study, level of service is the basis for the evaluation of existing and background traffic conditions and the impacts of the traffic generated by the proposed site development at full buildout on the existing roadway network. C. Level of Service Analysis For the existing (2013) conditions, LOS analyses were performed at the existing intersection. In accordance with HCM 2010 parameters, actual peak hour factors (PHF), and percent trucks were utilized to determine the peak hour levels of service. Appendix E presents the LOS operations and delay for the three existing peak hours at the intersection for all applicable traffic movements as well as the overall LOS for R:\Dwgs\2894A \TIA Report\2894A - Franklin- Reserve- TIS.d. 10 the intersection. The analyses indicate that all approaches at the intersection experience acceptable level of service under existing conditions. The Synchro report for Level of Service Analysis for the existing intersection is included in Appendix C for the three peak hours. III. FUTURE CONDITIONS WITHOUT DEVELOPMENT A. Background (2020) Traffic Background traffic is the expected traffic volumes for the existing intersection as a result of general growth in the area at the anticipated year of full buildout of the proposed development, but does not include traffic from the proposed development by Timberbrook Properties. The full buildout of "The Bridges" development is anticipated to occur in the year 2020. Therefore, for an objective analysis of the traffic impacts of both developments, the year 2020 is chosen for full buildout of the Timberbrook Properties development in this study. The Background traffic analyses show how the existing intersection would operate in year 2020. To forecast the Background traffic volumes, the annual growth factor used was 1.0 %, upon concurrence from Roanoke City Traffic Engineering and considering the annual growth rate of 1.0% used for `The Bridges' study. Additionally, this report incorporates trips generated as described in the "Roanoke River District Traffic Study" (`The Bridges'). The trips generated by the `The Bridges' development at the intersection of Franklin Road and Reserve Avenue are incorporated into the 2020 background traffic conditions for the AM, Mid -Day, and PM peak hours. RADwgs\2894A\TIA Repon\2894A - Franklin- Reserve -TISAm 11 Figure 6 shows the projected AM, Mid -Day and PM Peak Hour Background traffic volumes for 2020. Level of Service Analysis The level of service operations for the 2020 Background traffic was compared with existing traffic to determine if any significant changes in traffic operation may occur due to typical growth only. Appendix E presents the LOS operations and delay for the three existing peak hours at the intersection for all applicable traffic movements as well as the overall LOS for the intersection. Minor increases in control delay times are indicated for the 2020 background traffic at the intersection as compared to the 2013 existing traffic. These increases are reflected in overall intersection LOS decrease from B to C during the PM peak hour. The Synchro report for Level of Service Analysis for the 2020 Background conditions is included in Appendix C for the three peak hours. IV. TRIP GENERATION Site generated traffic was estimated using the methodology from the ITE Trip Generation Manual, 7`h Edition. Based upon the type of development proposed, the appropriate land use code must be selected from the ITE Manual to generate the corresponding trips. The development is planned to be commercial space for a 46,875 S.F., three -story building for either a Medical Clinic, Professional Office, General Office, or Office Support Services. The Professional Office and Office Support Services land use is anticipated to generate the same trips as the General Office land use. Table 3 compares the trips generated for each of the proposed land uses. RADwgsl2894A\T14 Reportl2894A - Franklin- Reserve -TISAo 12 13 --•• - -..•- 7?Z 0� \at 6\ PP. AM PEAK HR. ............ . A}9 6� \d9' PP. '16 MID -DAY PEAK HR. ..... 5a^ 0 \\aP f Ao Pg. PM PEAK HR. FRANKLIN ROAD & RESERVE AVENUE TIA ROANOKE, VIRGINIA Sl9w1lied inters dfm 2020 BACKGROUND TRAFFIC AM, MID -DAY, PM PEAK HOUR muN'N' MO R!5 FlG(/RE 6 13 TABLE 3 PROPOSED LAND USE TRIP GENERATAION COMPARISON Service Type ITE Code Trip Ends Per Day AM Peak Hour (vph) MID -DAY Peak Hour (vph) PM Peak Hour (vph) Enter Exit Enter Exit Enter Exit (vpd) (Medical Clinic) Medical - Dental 720 1702 92 24 112 57 47 128 Office Building 46,875 SF Total Trips 116 169 175 General Office Building 710 744 90 12 22 109 46,875 SF Total Trips 102 131 The ITE Trip Generation Manual does not provide Mid -day trip generation rates for the General Office land use. As seen in Table 3, General Office land use generates less trips for both the AM and PM peak hours than the Medical - Dental Office (Medical Clinic) land use, it can be logically concluded that the General Office land use would generate less trips in the Mid -day peak hour as well. Comparing the two land uses, it is clear that the Medical- Dental Office (Medical Clinic) land use generates the greater number of trips in all of the analysis periods considered. The following analyses will consider only the proposed development with the Medical- Dental Office (Medical Clinic) land use. Either of the potential land uses will have less impact on the signalized intersection operations than the Medical - Dental Office (Medical Clinic) land use. Appendix B provides calculations and backup for trip volumes generated by the site. RADwgs \2894A\T1A Reporl\2894A - Franklin- Reserve -TISAm 14 V. TRIP DISTRIBUTION The distribution of trips onto the existing street network was evaluated using the existing traffic counts taken in November 2013. Upon concurrence with City Traffic Engineering, the directional distribution percentages of vehicle trips ingressing and egressing the site and the assignment of these trips on the existing street network at the site are depicted on Figure 7. The site trip volumes are distributed at the existing intersection based on the percentages of the existing traffic shown on Table 4 for each peak hour. TABLE 4 TRIP DISTRIBTION FOR SITE GENERATED TRIPS Street Entering Fr740% Exiting To AM MID M AM MID PM Reserve Avenue 20% 15% % 20% 15% 25% NB Franklin Road 60% 50% 20% 35% 40% SB Franklin Road 20% 35% 35% 60% 50% 35% The resulting trip distribution of site generated trip volumes is depicted on Figure S. VI. FUTURE CONDITIONS WITH FULL DEVELOPMENT BUILDOUT The 2020 total projected traffic volumes (full buildout of the development) were determined by adding the Site - Generated traffic volumes to the 2020 Background traffic volumes. The resulting Buildout Traffic volumes for 2020 are shown in Figure 9. The proposed site lies between two major bridge structures on Franklin Road; one over the Roanoke River, the other over the Norfolk Southern railroad. With these physical constraints, practical improvements to the intersection cannot include the addition of through lanes on Franklin Road. Therefore, the primary alternatives (scenarios) for improvements to the intersection include reconfiguration of the lane striping on existing pavement and the possible addition of a right turn lane into the site on southbound Franklin Road. R1Dwgs \2894A\TL4 Report\2894A - Franklin- Reserve- TIS.doc is SITE —► SrrE —► ., 35� �g. SITE .��a• \ q�2s; AM PEAK HR. MID -DAY PEAK HR. PM PEAK HR. FRANKLIN ROAD & RESERVE AVENUE TIA t ROANOKE, VIRGINIA ■ Sl9mllZed tf#er&vdf R TRIP DISTRIBUTION AM, MID -DAY, PM PEAK HOUR 2899A I MS I FGVRE 7 16 SFE a�\ \o f � AM Total Sfterieneraled trips -116 vph Enter - 92 vph Exn -24 vph AM PEAK HR. SITE 0- '.• gg. �g9 N `v� M/d -Day Total SlteGeneraled trips - 169 vph Enter - 112 vph Exn -57 vph MID -DAY PEAK HR. SITE '•. 0t�a� 6 gg •• -S V \o E \9 PM Tdo/ Stte- Gonerated trips -175 vph Enter - 47 vph Exfl - 128 vph PM PEAK HR. FRANKLIN ROAD & RESERVE AVENUE TIA ROANOKE, VIRGINIA Slgnalfzsd Inlersectfan SITE GENERATED TRIPS AM, MID -DAY, PM PEAK HOUR comN'so' 2894A AT9 F/q/RE 8 17 WE SrrE \� %Ag age dP Fro e 6 SITE —► ■ 5lgmllZed Idermalm /h f '3 \J R 's 18 .0 �2sy. AM PEAK HR. MID -DAY PEAK HR. PM PEAK HR. FRANKLIN ROAD & RESERVE AVENUE TIA ROANOKE, VIRGINIA BUILDOUT TRAFFIC 2020 AM, Ml D -DAY, PM PEAK HOUR omN'No' I Nr5 I FWRE 9 2899A Several lane configuration scenarios were evaluated in the study process, all of which include the addition of the proposed site entrance and the appropriate lane striping modifications in the existing intersection approaches. All lane reconfiguration scenarios evaluated use the same lane assignments for traffic exiting the proposed development: a separate left turn lane and a shared through and right turn lane. These scenarios are described briefly below. All scenarios considered in the 2020 Buildout phase are the same as those considered in the original January 2009 Traffic Impact Analysis for this intersection and the proposed development location. A. Scenario 1: Existing Lane Configuration Scenario 1 involves the total Buildout traffic applied to the existing lane striping configuration, the addition of the site entrance at the intersection and the addition of entering and exiting trip movements to the site. The turning movements into the site were added as a shared through and left turn lane northbound on Franklin Road , a shared through and right turn lane southbound on Franklin Road and a shared through and right turn lane on Reserve Avenue. A depiction of the lane configuration for Scenario 1 can be seen on Figure 10. B. Scenario 2: New Lane Configuration A large portion of the site development traffic is anticipated to enter and exit from the south via Franklin Road. Therefore, the northbound left turn traffic desirably would have a separate left turn lane at the intersection and the approach would then require three northbound lanes (See Scenario 2 on Figure 10). This results in only one lane available for southbound through traffic. With this scenario, the southbound approach would have a separate left turn lane and a shared through and right turn lane. R:\Dwgs\2894A \TIA Repon\2894A - Franklin- Reserve -TISAm 19 SFE i 0\a� PP' i o e, Fl EXISTING AND BACKGROUND CONDITIONS 001 �p•. �Q F SCENARIO 2 �yd•�G1 9 F coo SCENARIO 4 zorp oo" opKpo �,4,° F SCENARIO B 20 0\aC' oo, • �� oow °a SCENARIO I / Rd• Fro e0 SCENARIO 3 '--'�M.� ate_ / Rd•G� 9 � f SCENARIO A The Scenario 2 concept results in all southbound through traffic approaching from the direction of Downtown Roanoke utilizing only the existing outside lane. Through traffic is over 70% of the total traffic in all three peak hours on the southbound approach. Therefore, queueing all vehicles in one lane when stopped at the signal raises concerns about the anticipated length of the vehicle queue. The bridge over the railroad has relatively steep grades and a crest vertical curve approaching from the north. The adequacy of the stopping sight distance over this crest vertical curve and the potential for the vehicle queue to be just beyond the crest on the bridge were investigated. The results of this investigation were discussed previously in the Introduction section of this study. See also Queuing Analysis section and Appendix D. C. Scenario 3: New Southbound Right Lane The intersection layout for this scenario consists of the same restriping configuration as Scenario 2 plus a new southbound right turn lane exclusively for the traffic entering the site. The addition of this exclusive right lane will involve construction on existing Franklin Road south of the bridge over the railroad. The existing intersection conditions provide approximately 165 feet from the existing southbound stop bar to the bridge. See Figure 10 for Scenario 3 lane configuration. D. Scenario 4: Existing Lane Configuration Plus Southbound Right Turn Scenario 4 is the same as Scenario 1 with the addition of the southbound right turn lane discussed under Scenario 3. See Figure 10 for Scenario 4 lane configuration. E. Scenario A: Shared Northbound Through and Right Turn Lane with Reserve Avenue Dual Left Turn Lanes R:\Dwgs \2894A \TL4 Repor1\2894A - Franklin- Reserve- TIS.doc 21 Scenario A retains the two southbound through lanes analyzed in Scenarios 1 and 4. However, the northbound approach is restriped to provide a separate left turn lane into the site and a shared through and right turn lane. See Figure 10 for the resulting Scenario A lane configuration. Noting that in all previously investigated scenarios the large left turn volume from Reserve Avenue required a significant amount of green time, the City suggested analyzing westbound dual left turn lanes from Reserve Avenue. With this scenario, Reserve Avenue would be restriped to provide four lanes: one eastbound lane, the westbound dual left turn lanes and a westbound shared through and right turn lane. The restriping of Reserve Avenue to provide the dual left turn lanes will require the construction of wider lanes on Franklin Road to receive the left turning traffic. This additional width would require minor construction of additional pavement between the proposed site entrance and the bridge over the Roanoke River. The wider lanes would taper back to the existing pavement width prior to the bridge and would meet VDOT's minimum length criteria for such a taper. F. Scenario B: Reserve Avenue Dual Left Turn Lanes Scenario A lane configuration resulted in undesirable queue lengths on the northbound approach in the shared through and right turn lane in all three peak hours analyzed. To alleviate this condition for the major northbound traffic volume, Scenario B provides a shared through and left turn lane and a separate right turn lane. See Figure 10 for Scenario B lane configuration. This allows the significant right turn volume to operate with the other Franklin Road traffic signal phases and with the Reserve Avenue dual left turn phase as well. With the signal operating with permissive phasing on Franklin Road and the configuration noted above, Scenario B provides very acceptable levels of service and lengths of queues. See Figure 11 for a R:\Dwgs\2894A \TIA Repon\2894A - Franklin- Reserve- TIS.doc 22 l^ ^ ^ 8 018VN30S a3SIAA 30NVdiN3 3115 � A21tlNIW 3 3 1.J - - ° ✓NV4� ru yr ne3s3e Nn m uvoa nrvra3 [i I 0 y r- Fc- I J i I r y G. C' G U j N i . Q I i l^ ^ ^ 8 018VN30S a3SIAA 30NVdiN3 3115 � A21tlNIW 3 3 1.J - - ° ✓NV4� ru yr ne3s3e Nn m uvoa nrvra3 [i I 0 y r- Fc- I J i I r y G. C' G U j N i . Q layout of the preliminary site entrance, westbound dual left turn lanes on Reserve Avenue and Scenario B northbound approach lane configuration. G. Levels of Service Appendix E presents the LOS operations and delay for the three existing peak hours at the intersection for all lane configuration scenarios and for all applicable traffic movements as well as the overall LOS for the intersection at each scenario. Appendix E provides summarized LOS and delay results for optimized traffic signal cycle lengths and summarized LOS and delay results with all 2020 Buildout scenarios' traffic cycle lengths equal to 90 seconds. All scenarios were analyzed using 90 second cycle lengths, which are typical in the City of Roanoke, as a method to compare LOS and delay between scenarios. The Synchro report for Level of Service Analysis for the 2020 Buildout scenarios is included in Appendix C for the three peak hours. Below is an analysis of each 2020 Buildout scenario with 90 second cycle lengths as compared to the 2013 Existing conditions. 1. Scenario 1 Levels of Service remains acceptable for all movements for each peak hour period with the exception of the PM westbound left which experiences a LOS E. The westbound left traffic movement experiences LOS C in the 2013 Existing conditions with a delay time of 30.9 seconds; 2020 Buildout Scenario 1 conditions yield a delay time of 62.7 seconds. Trips exiting the site (eastbound left, through, and right) experience LOS D in all peak hours. Trips entering the site (westbound through, northbound left, and southbound right) experience acceptable LOS in all peak hours. R:\Dwgs\2894A \TIA Repon\2894A - Franklin- Reserve-TISAm 24 2. Scenario 2 Levels of Service is acceptable for all movements for the AM and Mid -Day peak hours. The overall LOS is F during the PM peak hour. The 2013 Existing PM peak hour over LOS is B. The large volume of southbound through traffic constricted to one lane in combination with the large volume of westbound left traffic contributes to the poor LOS during the PM peak hour. Trips exiting the site (eastbound left, through, and right) experience LOS D in all peak hours with the exception of LOS E for the eastbound left in the PM peak hour. Trips entering the site (westbound through, northbound left, and southbound right) experience acceptable LOS in all peak hours. 3. Scenario 3 The LOS analysis for this scenario indicates insignificant changes result as compared to Scenario 2. The constriction of southbound through traffic causes poor LOS in the PM peak hour. 4. Scenario 4 The LOS analysis indicates no significant changes as compared to Scenario 1. 5. Scenario A This scenario requires dual left turn lanes on the Reserve Avenue approach and reconfigures the northbound approach to include a through and right turn lane and a separate left turn lane. This configuration results in poor LOS in the AM and PM peak hours as compared to the 2013 Existing conditions. The northbound shared through and right turn lane takes so much signal green time to clear the major traffic volume that there are insignificant improvements in LOS for other traffic movements. R:\Dwgs\2894A \TIA Repor(\2894A - Franklin- Reserve- TIS.doc 25 6. Scenario B This scenario balances the critical movements better than all other scenarios. The overall intersection LOS in all three peak hours in acceptable. Trips exiting the site (eastbound left, through, and right) experience LOS D in all peak hours with the exception of LOS C for the eastbound through and eastbound right in the PM peak hour. Trips entering the site (westbound through, northbound left, and southbound right) experience acceptable LOS in all peak hours. Table 5 presents a LOS summary of the three best performing Scenarios: Scenario 1, Scenario 4, and Scenario B. Table 6 in the Queuing Analysis section presents the 95`h percentile queue length for the critical southbound approach for these three Scenarios. Note the LOS E in the PM peak hour for the westbound left movement in Scenario 1 and Scenario 4; Scenario B experiences a LOS C for this movement at the same peak hour. R:\Dwgs\2894A \TIA Report\2894A - Franklin- Reserve- TIS.doc 26 TABLE 5 2020 TOTAL BUILDOUT TRAFFIC LEVELS OF SERVICE FOR AM, MID -DAY AND PM PEAK HOURS (SELECTED SCENARIOS ONLY — 90 SECOND CYCLE LENGTHS) Scenario 1 EB WB NB SB LT TH/RT LT TH/RT TH/LT RT LT/TH/RT Franklin Road & AM D D D C C A B Reserve Avenue MID D D D B C A B PM D D E B C A D Scenario 4 EB WB NB SB LT TH/RT LT TH/RT LT/TH RT TH/LT RT Franklin Road & AM D D D C C A B A Reserve Avenue MID D D D B C A B B PM D D E B C A D B Scenario B EB WB NB SB LT TH/RT LT TH/RT LT/TH RT LT/TH/RT Franklin Road & AM D D C C B A A Reserve Avenue MID D D D C B A B PM D C C C C A B R:\Dwgs\2894A \TIA Repon\2894A - Franklin - Reserve- TIS.dm 27 VII. QUEUEING ANALYSIS Queue lengths associated with the existing, 2020 Background, and the Timberbrook Properties' development full Buildout traffic were analyzed. The 95 1h percentile queueing for each development scenario was compared with the queueing resulting from existing and 2020 Background traffic volumes on Franklin Road and Reserve Avenue. Synchro 8 and SimTraffic computer software were used to determine the results for the 95' percentile queueing length. Special attention was given to the queue storage available and the queueing length for the scenarios listed in Table 5 and the 2013 Existing and 2020 Background (for comparison), particularly on the southbound approach due to the sight distance issues associated with the Franklin Road bridge over the railroad. The distance from the stop bar at the intersection to the crest of the bridge is approximately 435 feet; however, keeping queueing length to a minimum on the southbound approach was a primary objective of the study analysis and was considered in arriving at a recommended scenario for implementation. Table 6 presents the results for each analysis period's southbound approach with the 90 second cycle lengths in the Buildout Scenarios. Appendix D provides SimTraffic Queuing information reports for each analysis period. The reports are derived from a multiple run analysis of 10 runs. The time period for the runs used one 3 minute seeding period and four 15- minute analysis periods. The above noted methods of analysis are recommended by the current VDOT Traffic Operation Analysis Tool Guidebook. X:\2894A \TIA Report\2894A - Franklin- Reserve- TIS.doc 28 Table 6 — Southbound Queues Scenario Comparison Scenario Peak Hour Movement 951" Percentile Queue Length (ft) 2013 Existing AM SBLT 199 SBT 154 Mid -Day SBLT 161 SBT 118 PM SBLT 209 SBT 177 2020 Background AM SBLT 238 SBT 195 Mid -Day SBLT 163 SBT 122 PM SBLT 219 SBT 196 2020 Buildout Scenario 1 AM SBLT 173 SBTR 119 Mid -Day SBLT 172 SBTR 132 PM SBLT 287 SBTR 254 2020 Buildout Scenario 4 AM SBLT 283 SBT 255 SBR 47 Mid -Day SBLT 178 SBT 160 SBR 39 PM SBLT 328 SBT 285 R1Dwgs\2894A \TIA Repon\2894A - Franklin- Reserve- TIS.doc 29 None of the buildout scenarios or the 2013 Existing or 2020 Background southbound queue lengths are less than 200 feet in all peak hours. Scenarios 1 and 4 yield excessive queue lengths in the PM peak hour as compared to Scenario B. For Scenario 1, this can be attributed to the green time necessary for the westbound left movement. For Scenario 4, this can be attributed to blocking by southbound through traffic to the southbound right turn lane as well as green time required for the westbound left movement. Scenario B includes a maximum southbound queue length of 250 feet; this is the shortest southbound queue length of all the scenarios considered. RADwgs \2894A \TIA Repon\2894A - Franklin- Reserve- TIS.doc 30 SBR 103 2020 Buildout Scenario B AM SBLT 250 SBTR 201 Mid -Day SBLT 157 SBTR 123 PM SBLT 232 SBTR 196 None of the buildout scenarios or the 2013 Existing or 2020 Background southbound queue lengths are less than 200 feet in all peak hours. Scenarios 1 and 4 yield excessive queue lengths in the PM peak hour as compared to Scenario B. For Scenario 1, this can be attributed to the green time necessary for the westbound left movement. For Scenario 4, this can be attributed to blocking by southbound through traffic to the southbound right turn lane as well as green time required for the westbound left movement. Scenario B includes a maximum southbound queue length of 250 feet; this is the shortest southbound queue length of all the scenarios considered. RADwgs \2894A \TIA Repon\2894A - Franklin- Reserve- TIS.doc 30 VIII. CONCLUSIONS AND RECOMMENDATIONS A. Conclusions This study presents the appropriate existing traffic volume data, trip generation information, future traffic projections, level of service and queueing analyses for the proposed development at the Franklin Road and Reserve Avenue intersection to allow the City to evaluate the impacts of this development on the existing street network. The total traffic moving through the intersection in the critical (PM) peak of the Buildout year (2020) is anticipated to be approximately 2085 vph. The expected LOS without development in 2020 (2020 Background) is LOS C or better, generally LOS B. The fully built out development will only add approximately 8% (175 vph) to the intersection. The primary impact will be to add a fourth approach to the existing signalized T- intersection for the site entrance. Adding the entrance approach will require additional signal timing phases to accommodate the additional traffic movements and increasing overall cycle length. The existing signal equipment will require modification to accommodate the additional movements and phases, primarily by adding additional signal heads and retiming the controller. Several scenarios for modifying the lane configurations were analyzed to determine the best alternative for accommodating the new development while maintaining acceptable levels of service. The LOS results described in Section VI and the Queuing Analysis described in Section VII clearly show that the Scenario B configuration results in the most acceptable intersection LOS in all peak hours and demonstrates the best situation for potential stopping sight distance issues in regards to queue length on the southbound approach as compared to all other Scenarios. Based on three phase, 90 second cycle length, Scenario B provides overall intersection LOS C or better operation in the 2020 Buildout year. Scenario 1 results in the next best configuration, however the potential southbound approach queue length of 287 feet causes concern in regards to stopping sight distance from the crest X:\2894A \TIA Report\2894A- Franklin- Reserve- TIS.doc 31 of the existing railroad bridge. Scenario B requires a minor geometric improvement as it proposes westbound dual left turn lanes from Reserve Avenue. Widening of the receiving lanes on the southbound lanes of Franklin Road is required. These improvements would be made along the front of the proposed development site. This improvement will reduce the lengths of queues anticipated significantly when evaluated and compared against Scenario 1 with equal 90 second cycle lengths. (See Figure 11 for a conceptual drawing of the analyzed geometric improvements, revised land configurations and new site entrance). In summary, the new development can be adequately accommodated with the noted signal modifications and geometric improvements at acceptable levels of service, based upon the projected Buildout traffic for a Medical Clinic. It should be noted that the Professional Office, General Office, and Office Support Services land uses will generate less trips in the AM, Mid -Day, and PM peak hours than the Medical Clinic land use. Therefore, the traffic operations (LOS and control delay) at the intersection will be considerable better than indicated by the analyses in this study should either of these two land uses be selected for development. B. Recommendations Construct new site development entrance generally in accordance with Figure 11 providing one entrance lane and two exit lanes, one separate left turn lane and shared through and right turn exit lane. 2. Construct southbound Franklin Road widened pavement taper to accommodate the proposed dual left turn lane from Reserve Avenue. This geometric modification will require new curb, gutter and sidewalk and X:\2894A \TIA Report \ 994A- Franklin- Reserve- TIS.doc 32 relocation of an existing drop inlet, as depicted on Figure 11. The final design of this street improvement will be determined during the site plan review process. 3. Modify the existing traffic signal equipment to provide new signal heads for the site development entrance. This modification will require new span wire over Reserve Avenue. Also, the signal pole on the southwest comer of the intersection in front of the site will need to be relocated to accommodate the new entrance and geometric improvements. 4. Retime traffic signal to accommodate the reconfigured lane striping and geometric improvements. For the initial signal timing utilize the Synchro analysis for Scenario B and a 90 second cycle length. Field adjustments in the timing may be required to more efficiently accommodate the traffic volumes at the time of initial operations. 5. Restripe existing Franklin Road and Reserve Avenue generally in accordance with Figure 11 to provide new stop bar locations and the dual left turn lanes on Reserve Avenue. The dual left turn lanes should be striped a minimum of 300 feet in length plus proper transition length. Provide lane usage arrows in all lanes. The final design of lane restriping will be determined during the site plan review process. X:\2894A \TIA Report\2894A - Franklin- Reserve- TIS.doc 33 IX. Transportation Research Board. Highway Capacity Manual 2010. 2. Federal Highway Administration. Manual of Uniform Traffic Control Devices, MUTCD, 2003 Edition. 3. Institute of Transportation Engineers. Trip Generation Manual 7'h Edition. Volume 2, 2003. 4. Virginia Department of Transportation. Road Design Manual. Volume 1 5. Virginia Department of Transportation. Traffic Operations Analysis Tool Guidebook. Volume 1 6. Traffic Study for Roanoke River District by Balzer & Associates. January 21, 2013. 7. Traffic Impact Analysis for Franklin Road/Reserve Avenue Commercial Development by Mattern & Craig. January, 2009. 34 RdDwgs\2894A \TIA Repon\2894A - Franklin- Reserve- TIS.doc APPENDIX A Existing Traffic Counts 35 PASSENGER VEHICLE TURNING MOVEMENT COUNT - SUMMARY Counted by: VCU Intersection of: Franklin Road Date: November 20, Fair, Cold 2013 Day: Wednesday and: Location: Reserve Avenue City of Roanoke., VA Weather: Entered by: AG �f /7Hln TRAFFIC FROM NORTH TRAFFIC FROM SOUTH TRAFFIC FROM EAST TRAFFIC FROM WEST TOTAL on: Franklin Road on Franklin Road on: Reserve Avenue on: NIA N +S TIME RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL E + W AM 6'.30-6:45 18 5 0 23 34 31 0 65 2 17 0 19 0 107 645 -700 24 5 0 29 33 53 0 86 2 18 0 20 0 135 700 -7.15 39 5 0 44 50 47 0 97 7 25 0 32 0 173 7:15 -730 46 7 0 53 65 81 0 146 10 38 0 48 0 247 7:30 -7:45 52 10 0 62 105 95 0 200 4 52 0 56 0 318 745 -6:00 44 24 0 68 150 119 0 269 7 54 0 61 0 398 8'00$:15 47 10 0 57 128 105 0 233 11 61 0 72 0 362 8'15$:30 55 8 0 63 122 135 0 257 4 46 0 50 0 370 830-0:45 43 9 0 52 112 111 0 223 9 48 0 57 0 332 8.45 -9'.00 58 8 0 66 88 100 0 188 6 65 0 71 0 325 900 -9'.15 53 9 0 fit 61 71 0 132 2 46 0 48 0 242 9:15 -9'.30 52 4 0 56 59 75 0 134 4 35 0 39 0 229 9:30 -9:45 60 10 0 70 54 85 0 139 3 44 0 47 0 256 9'.45 -10:00 57 7 0 64 45 63 0 108 9 48 0 57 0 229 10:00 -10:15 67 6 0 73 42 80 0 122 5 44 0 49 0 244 10:15 -10.30 47 6 0 53 47 65 0 112 6 50 0 56 0 221 1030 -1045 66 6 1 73 46 64 0 110 1 46 0 47 0 230 10:45 -11:00 58 5 0 63 57 60 0 117 8 71 0 79 0 259 11:00 -11:15 63 9 0 72 48 57 0 105 9 55 0 64 0 241 11 15 -11:30 59 2 0 61 43 68 0 111 5 63 0 68 0 240 11.30 -11:45 100 2 0 102 51 86 0 137 13 67 0 80 0 319 11'.45- 12'.00 99 6 0 105 52 112 0 164 5 67 0 72 0 341 12'.00- 12'.15 122 3 0 125 63 88 0 151 4 93 0 97 0 373 12'.15- 12'.30 82 3 0 85 73 93 0 166 9 63 0 72 0 323 12'.30 - 12.45 94 4 0 98 76 86 0 162 5 51 0 56 0 316 12.45 -1.00 78 6 0 84 68 130 0 198 7 57 0 64 0 346 1'.00 -1.15 102 5 0 107 63 113 0 176 7 55 0 62 0 345 1:15 -1:30 78 6 0 84 78 84 0 162 7 63 0 70 0 316 1:30 -1:45 80 7 0 87 60 112 0 172 6 59 0 65 0 324 1.45 -2.00 89 10 0 99 57 92 0 149 9 37 0 46 0 294 2:00 -2.15 75 6 0 81 51 93 0 144 5 61 0 66 0 291 2:15 -2:30 71 5 0 76 63 105 0 168 5 44 0 49 0 293 270 -2:45 59 4 0 63 69 83 0 152 6 50 0 56 0 271 245 -300 81 8 0 89 64 82 0 146 7 79 0 86 0 321 300 -3:15 91 3 0 94 56 79 0 135 7 83 0 90 0 319 315 -330 59 2 0 61 49 76 0 125 10 80 0 90 0 276 330 -345 80 8 0 88 61 73 0 134 5 76 0 81 0 303 3454,00 72 6 0 78 68 96 0 164 10 90 0 100 0 342 4004,15 109 8 0 117 63 74 0 137 9 83 0 92 0 346 415430 98 10 0 108 65 75 0 140 15 83 0 98 0 346 4304,45 97 11 0 108 53 96 0 149 14 98 0 112 0 369 4,45-500 125 3 0 128 61 77 0 138 15 136 0 151 0 417 5:00 -5:15 145 9 0 154 65 78 0 143 17 147 0 164 0 461 5:15 -530 152 8 0 160 74 95 0 169 14 139 0 153 0 482 5:30 -5:45 130 12 0 142 63 97 0 160 11 74 0 85 0 387 545-6.00 101 9 0 110 53 76 0 129 4 73 0 77 0 316 600-6.15 93 12 0 105 53 65 0 118 10 58 0 68 0 291 615 -6.30 47 7 0 54 37 77 0 114 11 47 0 58 0 226 12 Hr Totals 1 0 66 4 0 39561 41 67 0 7156 1 10 30 0 3400 1 0 0 0 0 0 1 14512 36 PASSENGER VEHICLE TURNING MOVEMENT COUNT - SUMMARY Counted by: VCU Inteme0on of: and: Franklin Reserve Road Avenue Date: Weather: November 20, 2013 Fair, Cold Day: Wednesday Location: City of Roanoke., VA Entered by: AO C7/mip TRAFFIC FROM NORTH TRAFFIC FROM SOUTH TRAFFIC FROM EAST TRAFFIC FROM WEST TOTAL on: Franklin Road on: Franklin Road on Reserve Avenue on: NIA N. S TIME RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL E • W 1 Hr Totals 6:30 -7:30 0 127 22 0 149 182 212 0 0 394 21 0 98 0 119 0 0 0 0 0 662 645 -745 0 161 27 0 188 253 276 0 0 529 23 0 133 0 156 0 0 0 0 0 873 7:00$:00 0 181 46 0 227 370 342 0 0 712 28 0 169 0 197 0 0 0 0 0 1136 7.158.15 0 189 51 0 240 448 400 0 0 848 32 0 205 0 237 0 0 0 0 0 1325 730 -830 0 198 52 0 250 505 454 0 0 959 26 0 213 0 239 0 0 0 0 0 1448 745 -845 0 189 51 0 240 512 470 0 0 982 31 0 209 0 240 0 0 0 0 0 1462 8:00 -9:00 0 203 35 0 238 450 451 0 0 901 30 0 220 0 250 0 0 0 0 0 1389 8.15 -9.15 0 209 34 0 243 383 417 0 0 800 21 0 205 0 226 0 0 0 0 0 1269 830 -930 0 206 30 0 236 320 357 0 0 677 21 0 194 0 215 0 0 0 0 0 1128 845 -9:45 0 223 31 0 254 262 331 0 0 593 15 0 190 0 205 0 0 0 0 0 1052 9:00 - 10:00 0 222 30 0 252 219 294 0 0 513 18 0 173 0 191 0 0 0 0 0 956 9:15 -1015 0 236 27 0 263 200 303 0 0 503 21 0 171 0 192 0 0 0 0 0 958 9'.30 -1030 0 231 29 0 260 188 293 0 0 481 23 0 186 0 209 0 0 0 0 0 950 9:45 -1045 0 237 25 1 263 180 272 0 0 452 21 0 188 0 209 0 0 0 0 0 924 10:00 -11:00 0 238 23 1 262 192 269 0 0 461 20 0 211 0 231 0 0 0 0 0 954 10:15 -11:15 0 234 26 1 261 198 246 0 0 444 24 0 222 0 246 0 0 0 0 0 951 1030 -11:30 0 246 22 1 269 194 249 0 0 443 23 0 235 0 258 0 0 0 0 0 970 10:45 -11:45 0 280 18 0 298 199 271 0 0 470 35 0 256 0 291 0 0 0 0 0 1059 11:00 -12.00 0 321 19 0 340 194 323 0 0 517 32 0 252 0 284 0 0 0 0 0 1141 11:15 -12:15 0 380 13 0 393 209 354 0 0 563 27 0 290 0 317 0 0 0 0 0 1273 11:30 -1230 0 403 14 0 417 239 379 0 0 618 31 0 290 0 321 0 0 0 0 0 1356 11:45 -12:45 0 397 16 0 413 264 379 0 0 643 23 0 274 0 297 0 0 0 0 0 1353 12'.00 -1:00 0 376 16 0 392 280 397 0 0 677 25 0 264 0 289 0 0 0 0 0 1358 12'.15 -1:15 0 356 18 0 374 280 422 0 0 702 28 0 226 0 254 0 0 0 0 0 1330 1230 -130 0 352 21 0 373 285 413 0 0 698 26 0 226 0 252 0 0 0 0 0 1323 12'.45 -1.45 0 338 24 0 362 269 439 0 0 708 27 0 234 0 261 0 0 0 0 0 1331 1:00 -2:00 0 349 28 0 377 258 401 0 0 659 29 0 214 0 243 0 0 0 0 0 1279 1:15 -2:15 0 322 29 0 351 246 381 0 0 627 27 0 220 0 247 0 0 0 0 0 1225 1:30 -230 0 315 28 0 343 231 402 0 0 633 25 0 201 0 226 0 0 0 0 0 1202 1:45 -2:45 0 294 25 0 319 240 373 0 0 613 25 0 192 0 217 0 0 0 0 0 1149 200-3.00 0 286 23 0 309 247 363 0 0 610 23 0 234 0 257 0 0 0 0 0 1176 2.15 -3.15 0 302 20 0 322 252 349 0 0 601 25 0 256 0 281 0 0 0 0 0 1204 230 -3.30 0 290 17 0 307 238 320 0 0 558 30 0 292 0 322 0 0 0 0 0 1187 245-345 0 311 21 0 332 230 310 0 0 540 29 0 318 0 347 0 0 0 0 0 1219 3.00400 0 302 19 0 321 234 324 0 0 558 32 0 329 0 361 0 0 0 0 0 1240 3154:15 0 320 24 0 344 241 319 0 0 560 34 0 329 0 363 0 0 0 0 0 1267 3304:30 0 359 32 0 391 257 318 0 0 575 39 0 332 0 371 0 0 0 0 0 1337 345445 0 376 35 0 411 249 341 0 0 590 48 0 354 0 402 0 0 0 0 0 1403 400 -500 0 429 32 0 461 242 322 0 0 564 53 0 400 0 453 0 0 0 0 0 1478 4:15 -5'.15 0 465 33 0 498 244 326 0 0 570 61 0 464 0 525 0 0 0 0 0 1593 4:30 -5:30 0 519 31 0 550 253 346 0 0 599 60 0 520 0 580 0 0 0 0 0 1729 4:45 -545 0 552 32 0 584 263 347 0 0 610 57 0 496 0 553 0 0 0 0 0 1747 5'.00-6:00 0 528 38 0 566 255 346 0 0 601 46 0 433 0 479 0 0 0 0 0 1646 5'.15£:15 0 476 41 0 517 243 333 0 0 576 39 0 344 0 383 0 0 0 0 0 1476 530830 0 371 40 0 411 206 315 0 0 521 36 0 252 0 288 0 0 0 0 0 1220 PEAK HOUR 7: 0 189 51 0 240 1 512 470 9 0 240 1 0 0 0 0 0 148 4:45 -5:45 I 0 552 32 0 584 1 263 341 0 0 610 I 57 0 496 0 553 I 0 0 0 0 0 1747 37 TRUCK TURNING MOVEMENT COUNT- SUMMARY Counted by: VCU Intersection of: Franklin Road Date: November 20.2013 Weather: Fair, Cold Day: Wednesday �k, ,q; /t�( and: Reserve Avenue Location: City of Roanoke., VA Entered by: AG G/wIp TRAFFIC FROM NORTH TRAFFIC FROM SOUTH TRAFFIC FROM EAST TRAFFIC FROM WEST TOTAL on: Franklin Road on: Franklin Road on: Reserve Avenue on: NIA N F S TIME RIGHT THRU LEFT WTN TOTAL RIGHT THRU LEFT UTN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL E•W AM [7. 30 -6:45 1 0 0 1 0 0 0 0 0 0 0 0 0 1 45 -7.00 1 1 0 2 0 1 0 1 0 1 0 1 0 4 00 -7:15 0 0 0 0 1 0 0 1 0 1 0 1 0 2 15 -7:30 1 0 0 1 2 1 0 3 1 0 0 1 0 5 30 -7:45 2 1 0 3 1 1 0 2 0 2 0 2 0 7 745 -8.00 2 1 0 3 1 1 0 2 0 6 0 6 0 11 800 -815 4 0 0 4 5 2 0 7 0 5 0 5 0 16 815 -8.30 2 0 0 2 3 3 0 6 0 4 0 4 0 12 830-845 1 0 0 1 2 1 0 3 1 2 0 3 0 7 8:45 -9:00 4 0 0 4 2 1 0 3 0 2 0 2 0 9 900 -9:15 3 0 0 3 6 2 0 8 0 3 0 3 0 14 9:15 -9:30 4 1 0 5 2 3 0 5 2 2 0 4 0 14 9'.30 -945 0 0 0 0 2 0 0 2 0 3 0 3 0 5 945 -1000 0 0 0 0 1 3 0 4 0 1 0 1 0 5 1000 -10:15 1 0 0 1 3 1 0 4 0 0 0 0 0 5 1015 -1030 1 0 0 1 1 1 0 2 0 3 0 3 0 6 1030 -1045 1 0 0 1 3 1 0 4 0 1 0 1 0 6 1045 -11:00 2 1 0 3 3 1 0 4 0 1 0 1 0 8 1100 -11:15 1 0 0 1 4 1 0 5 0 3 0 3 0 9 11:15 -11:30 1 1 0 2 2 0 0 2 0 3 0 3 0 7 11:30 -11:45 2 0 0 2 4 2 0 6 0 4 0 4 0 12 11:45 -1200 1 0 0 1 0 1 0 1 0 4 0 4 0 6 1200 -1215 3 0 0 3 2 1 0 3 1 3 0 4 0 10 12:15 -1230 1 0 0 1 2 1 0 3 0 2 0 2 0 6 1230 -1245 0 0 0 0 0 1 0 1 2 2 0 4 0 5 12:45 -1:00 0 0 0 0 1 1 0 2 0 2 0 2 0 4 1.00 -1.15 1 0 0 1 1 2 0 3 0 0 0 0 0 4 1:15 -130 1 0 0 1 0 3 0 3 0 5 0 5 0 9 1:30 -1:45 0 0 0 0 0 1 0 1 0 3 0 3 0 4 1:45 -200 1 0 0 1 0 2 0 2 0 3 0 3 0 6 200 -2:15 0 0 0 0 0 0 0 0 0 1 0 1 0 1 2'15 -2:30 3 2 0 5 2 0 0 2 0 0 0 0 0 7 2:30 -2:45 2 2 0 4 2 1 0 3 0 1 0 1 0 8 245 -300 1 0 0 1 3 4 0 7 1 3 0 4 0 12 3.00 -3:15 3 0 0 3 0 1 0 1 0 1 0 1 0 5 315 -330 1 1 0 2 2 0 0 2 0 2 0 2 0 6 330 -345 0 0 0 0 2 2 0 4 0 1 0 1 0 5 345400 3 0 0 3 2 3 0 5 0 1 0 1 0 9 400415 3 0 0 3 2 2 0 4 0 2 0 2 0 9 4:154:30 2 0 0 2 0 1 0 1 0 3 0 3 0 6 430445 0 0 0 0 0 1 0 1 0 1 0 1 0 2 4.45 -5.00 1 0 0 1 0 0 0 0 0 0 0 0 0 1 5'.00 -5:15 0 1 0 1 1 1 0 2 0 0 0 0 0 3 5:15 -5.30 1 0 0 1 0 2 0 2 0 0 0 0 0 3 530 -5'.45 1 2 0 3 0 2 0 2 0 1 0 1 0 6 545-600 1 0 0 1 0 1 0 1 0 0 0 0 0 2 600 -615 0 0 0 0 0 1 0 1 0 0 0 0 0 1 6:15 -6 30 1 0 0 1 0 1 0 1 0 0 0 0 0 2 12 Hr Totals 1 0 1 0 0 79 1 1 0 0 132 1 0 0 0 96 1 0 0 0 0 0 1 307 38 TRUCK TURNING MOVEMENT COUNT - SUMMARY Counted by: VCU Intersection of: and: Franklin Road Reserve Avenue Date: Weather: November 20, 2013 Fair, Cold Day: Wetlnestlay e /7iJJ /I Location: City of Roanoke., VA Entered by: AG 0011p TRAFFIC FROM NORTH TRAFFIC FROM SOUTH TRAFFIC FROM EAST TRAFFIC FROM WEST TOTAL on: Franklin Road on: Franklin Road on: Reserve Avenue on NIA N «S TIME RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL Er W 1 Hr Totals 630 -730 0 3 1 0 4 3 2 0 0 5 1 0 2 0 3 0 0 0 0 0 12 645 -745 0 4 2 0 6 4 3 0 0 7 1 0 4 0 5 0 0 0 0 0 18 7:00$:00 0 5 2 0 7 5 3 0 0 8 1 0 9 0 10 0 0 0 0 0 25 7:15 -8.15 0 9 2 0 11 9 5 0 0 14 1 0 13 0 14 0 0 0 0 0 39 7:30$:30 0 10 2 0 12 10 7 0 0 17 0 0 17 0 17 0 0 0 0 0 46 7:45$:45 0 9 1 0 10 11 7 0 0 18 1 0 17 0 18 0 0 0 0 0 46 8:00 -9:00 0 11 0 0 11 12 7 0 0 19 1 0 13 0 14 0 0 0 0 0 44 8:15 -9:15 0 10 0 0 10 13 7 0 0 20 1 0 11 0 12 0 0 0 0 0 42 8.30 -9.30 0 12 1 0 13 12 7 0 0 19 3 0 9 0 12 0 0 0 0 0 44 8.45 -945 0 11 1 0 12 12 6 0 0 18 2 0 10 0 12 0 0 0 0 0 42 900 -1000 0 7 1 0 8 11 8 0 0 19 2 0 9 0 11 0 0 0 0 0 38 9:15 -10:15 0 5 1 0 6 8 7 0 0 15 2 0 6 0 8 0 0 0 0 0 29 9:30 -10:30 0 2 0 0 2 7 5 0 0 12 0 0 7 0 7 0 0 0 0 0 21 945 -1045 0 3 0 0 3 8 6 0 0 14 0 0 5 0 5 0 0 0 0 0 22 1000 -1100 0 5 1 0 6 10 4 0 0 14 0 0 5 0 5 0 0 0 0 0 25 10:15 -11:15 0 5 1 0 6 11 4 0 0 15 0 0 8 0 8 0 0 0 0 0 29 1030 -11:30 0 5 2 0 7 12 3 0 0 15 0 0 8 0 8 0 0 0 0 0 30 10:45 -11:45 0 6 2 0 8 13 4 0 0 17 0 0 11 0 11 0 0 0 0 0 36 11:00 -12.00 0 5 1 0 6 10 4 0 0 14 0 0 14 0 14 0 0 0 0 0 34 11:15 -1215 0 7 1 0 8 8 4 0 0 12 1 0 14 0 15 0 0 0 0 0 35 11:30 -1230 0 7 0 0 7 8 5 0 0 13 1 0 13 0 14 0 0 0 0 0 34 11:45 -1245 0 5 0 0 5 4 4 0 0 8 3 0 11 0 14 0 0 0 0 0 27 12.00 -1'.00 0 4 0 0 4 5 4 0 0 9 3 0 9 0 12 0 0 0 0 0 25 12.15 -1:15 0 2 0 0 2 4 5 0 0 9 2 0 6 0 8 0 0 0 0 0 19 1230 -1:30 0 2 0 0 2 2 7 0 0 9 2 0 9 0 11 0 0 0 0 0 22 12:45 -1:45 0 2 0 0 2 2 7 0 0 9 0 0 10 0 10 0 0 0 0 0 21 1'.00 -200 0 3 0 0 3 1 8 0 0 9 0 0 11 0 11 0 0 0 0 0 23 1'.15 -2:15 0 2 0 0 2 0 6 0 0 6 0 0 12 0 12 0 0 0 0 0 20 1:30 -230 0 4 2 0 6 2 3 0 0 5 0 0 7 0 7 0 0 0 0 0 18 145 -2.45 0 6 4 0 10 4 3 0 0 7 0 0 5 0 5 0 0 0 0 0 22 2:00 -3:00 0 6 4 0 10 7 5 0 0 12 1 0 5 0 6 0 0 0 0 0 28 215 -3:15 0 9 4 0 13 7 6 0 0 13 1 0 5 0 6 0 0 0 0 0 32 230-330 0 7 3 0 10 7 6 0 0 13 1 0 7 0 8 0 0 0 0 0 31 2'.45 -3:45 0 5 1 0 6 7 7 0 0 14 1 0 7 0 8 0 0 0 0 0 28 100 -0:00 0 7 1 0 8 6 6 0 0 12 0 0 5 0 5 0 0 0 0 0 25 3'.154:15 0 7 1 0 8 8 7 0 0 15 0 0 6 0 6 0 0 0 0 0 29 330430 0 8 0 0 8 6 8 0 0 14 0 0 7 0 7 0 0 0 0 0 29 3454:45 0 8 0 0 8 4 7 0 0 11 0 0 7 0 7 0 0 0 0 0 26 4:00 -5:00 0 6 0 0 6 2 4 0 0 6 0 0 6 0 6 0 0 0 0 0 18 4:15 -515 0 3 1 0 4 1 3 0 0 4 0 0 4 0 4 0 0 0 0 0 12 4.30-530 0 2 1 0 3 1 4 0 0 5 0 0 1 0 1 0 0 0 0 0 9 445-545 0 3 3 0 6 1 5 0 0 6 0 0 1 0 1 0 0 0 0 0 13 500600 0 3 3 0 6 1 6 0 0 7 0 0 1 0 1 0 0 0 0 0 14 515 -615 0 3 2 0 5 0 6 0 0 6 0 0 1 0 1 0 0 0 0 0 12 5:306:30 0 3 2 0 5 0 5 0 0 5 0 0 1 0 1 0 0 0 0 0 11 PEAK HOUR 7:45-8:45 0 9 1 0 10 11 7 0 0 18 1 0 17 0 18 0 0 0 0 0 1 4 4:45 -5:45 0 3 3 0 6 1 5 0 0 6 0 0 1 0 1 0 0 0 0 0 I 13 39 TOTAL TURNING MOVEMENT COUNT - SUMMARY Counted by: VCU Intersection of: Franklin Road Date: November 20, Cold 2013 Day: Wednesday qtr /l7� and: Location: Reserve Avenue City of Roanoke., VA WeaMer: Entered by: Fair, AG ("Irwip TRAFFIC FROM NORTH TRAFFIC FROM SOUTH TRAFFIC FROM EAST TRAFFIC FROM WEST TOTAL an: Franklin Road on: Franklin Road on: Reserve Avenue on: NIA N • S TIME RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT WTN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL E + W AM 6,30-645 0 19 5 0 24 34 31 0 0 65 2 0 17 0 19 0 0 0 0 0 108 645-700 0 25 6 0 31 33 54 0 0 87 2 0 19 0 21 0 0 0 0 0 139 7'.00 -7:15 0 39 5 0 44 51 47 0 0 98 7 0 26 0 33 0 0 0 0 0 175 7:15 -730 0 47 7 0 54 67 82 0 0 149 11 0 38 0 49 0 0 0 0 0 252 730 -745 0 54 11 0 65 106 96 0 0 202 4 0 54 0 58 0 0 0 0 0 325 7.455:00 0 46 25 0 71 151 120 0 0 271 7 0 60 0 67 0 0 0 0 0 409 800 -815 0 51 10 0 61 133 107 0 0 240 11 0 66 0 77 0 0 0 0 0 378 815 -830 0 57 8 0 65 125 138 0 0 263 4 0 50 0 54 0 0 0 0 0 382 8.305:45 0 44 9 0 53 114 112 0 0 226 10 0 50 0 60 0 0 0 0 0 339 8.45 -900 0 62 8 0 70 90 101 0 0 191 6 0 67 0 73 0 0 0 0 0 334 9:00 -9'.15 0 56 9 0 65 67 73 0 0 140 2 0 49 0 51 0 0 0 0 0 256 9:15 -9'.30 0 56 5 0 61 61 78 0 0 139 6 0 37 0 43 0 0 0 0 0 243 930 -9'.45 0 60 10 0 70 56 85 0 0 141 3 0 47 0 50 0 0 0 0 0 261 9:45- 10'.00 0 57 7 0 64 46 66 0 0 112 9 0 49 0 58 0 0 0 0 0 234 10:00 -10:15 0 68 6 0 74 45 81 0 0 126 5 0 44 0 49 0 0 0 0 0 249 10:15 -1030 0 48 6 0 54 48 66 0 0 114 6 0 53 0 59 0 0 0 0 0 227 10:30 -10:45 0 67 6 1 74 49 65 0 0 114 1 0 47 0 48 0 0 0 0 0 236 10.45 -11:00 0 60 6 0 fib 60 61 0 0 121 8 0 72 0 80 0 0 0 0 0 267 1100 -11:15 0 64 9 0 73 52 58 0 0 110 9 0 58 0 67 0 0 0 0 0 250 11'.15 -11:30 0 60 3 0 63 45 68 0 0 113 5 0 66 0 71 0 0 0 0 0 247 11'.30 -11 45 0 102 2 0 104 55 88 0 0 143 13 0 71 0 84 0 0 0 0 0 331 11'.45- 12'.00 0 100 6 0 106 52 113 0 0 165 5 0 71 0 76 0 0 0 0 0 347 12'.00- 12'.15 0 125 3 0 128 65 89 0 0 154 5 0 96 0 101 0 0 0 0 0 383 12:15- 12'.30 0 83 3 0 86 75 94 0 0 169 9 0 65 0 74 0 0 0 0 0 329 12'.30 -12'.45 0 94 4 0 98 76 87 0 0 163 7 0 53 0 60 0 0 0 0 0 321 1245 -1.00 0 78 6 0 84 69 131 0 0 200 7 0 59 0 66 0 0 0 0 0 350 1:00 -1.15 0 103 5 0 108 64 115 0 0 179 7 0 55 0 62 0 0 0 0 0 349 1:15 -1:30 0 79 6 0 85 78 87 0 0 165 7 0 68 0 75 0 0 0 0 0 325 1:30 -1:45 0 80 7 0 87 60 113 0 0 173 6 0 62 0 fib 0 0 0 0 0 328 1'45 -200 0 90 10 0 100 57 94 0 0 151 9 0 40 0 49 0 0 0 0 0 300 2.00 -2.15 0 75 6 0 81 51 93 0 0 144 5 0 62 0 67 0 0 0 0 0 292 2:15 -2:30 0 74 7 0 81 65 105 0 0 170 5 0 44 0 49 0 0 0 0 0 300 230 -2:45 0 61 6 0 67 71 84 0 0 155 6 0 51 0 57 0 0 0 0 0 279 245 -300 0 82 8 0 90 67 86 0 0 153 8 0 82 0 90 0 0 0 0 0 333 3:00 -3:15 0 94 3 0 97 56 80 0 0 136 7 0 84 0 91 0 0 0 0 0 324 315 -330 0 60 3 0 63 51 76 0 0 127 10 0 82 0 92 0 0 0 0 0 282 330 -345 0 80 8 0 88 63 75 0 0 138 5 0 77 0 82 0 0 0 0 0 308 3'45A 00 0 75 6 0 81 70 99 0 0 169 10 0 91 0 101 0 0 0 0 0 351 4:004:15 0 112 8 0 120 65 76 0 0 141 9 0 85 0 94 0 0 0 0 0 355 4154.30 0 100 10 0 110 65 76 0 0 141 15 0 86 0 101 0 0 0 0 0 352 430445 0 97 11 0 108 53 97 0 0 150 14 0 99 0 113 0 0 0 0 0 371 445 -500 0 126 3 0 129 61 77 0 0 138 15 0 136 0 151 0 0 0 0 0 418 5:005:15 0 145 10 0 155 66 79 0 0 145 17 0 147 0 164 0 0 0 0 0 464 515 -530 0 153 8 0 161 74 97 0 0 171 14 0 139 0 153 0 0 0 0 0 485 530 -545 0 131 14 0 145 63 99 0 0 162 11 0 75 0 86 0 0 0 0 0 393 5:455:00 0 102 9 0 111 53 77 0 0 130 4 0 73 0 77 0 0 0 0 0 318 6005:15 0 93 12 0 105 53 66 0 0 119 10 0 58 0 68 0 0 0 0 0 292 6:155:30 0 48 7 0 55 37 78 0 0 115 11 0 47 0 58 0 0 0 0 0 228 12 Hr Totals 0 3682 352 1 4035 3168 4120 0 0 7288 369 0 3127 0 3496 0 0 0 0 0 14819 40 TOTAL TURNING MOVEMENT COUNT - SUMMARY Counted by: VCU Intersection of: and: Franklin Road Reserve Avenue Date: Weather: November 20,2013 Fair, Cold Day: Wednesday ,(( /7 1if Location: City of Roanoke., VA Entered by: AG G / %// /n TRAFFIC FROM NORTH TRAFFIC FROM SOUTH TRAFFIC FROM EAST TRAFFIC FROM WEST TOTAL on Franklin Road on: Franklin Road on: Reserve Avenue on NIA N • S TIME RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL RIGHT THRU LEFT U -TN TOTAL E f W 1 Hr Totals 6:30 -7:30 0 130 23 0 153 185 214 0 0 399 22 0 100 0 122 0 0 0 0 0 674 6:45 -7:45 0 165 29 0 194 257 279 0 0 536 24 0 137 0 161 0 0 0 0 0 891 700 -800 0 186 48 0 234 375 345 0 0 720 29 0 178 0 207 0 0 0 0 0 1161 7:15-8:15 0 198 53 0 251 457 405 0 0 862 33 0 218 0 251 0 0 0 0 0 1364 730 -:30 0 208 54 0 262 515 461 0 0 976 26 0 230 0 256 0 0 0 0 0 1494 7:45-:45 0 198 52 0 250 523 477 0 0 1000 32 0 226 0 258 0 0 0 0 0 1508 8:00 -9:00 0 214 35 0 249 462 458 0 0 920 31 0 233 0 264 0 0 0 0 0 1433 8.15 -9.15 0 219 34 0 253 396 424 0 0 820 22 0 216 0 238 0 0 0 0 0 1311 8'.30 -930 0 218 31 0 249 332 364 0 0 696 24 0 203 0 227 0 0 0 0 0 1172 8:45 -9:45 0 234 32 0 266 274 337 0 0 611 17 0 200 0 217 0 0 0 0 0 1094 900 -1000 0 229 31 0 260 230 302 0 0 532 20 0 182 0 202 0 0 0 0 0 994 9.15 -10.15 0 241 28 0 269 208 310 0 0 518 23 0 177 0 200 0 0 0 0 0 987 930 -1030 0 233 29 0 262 195 298 0 0 493 23 0 193 0 216 0 0 0 0 0 971 945 -1045 0 240 25 1 266 188 278 0 0 466 21 0 193 0 214 0 0 0 0 0 946 1000 -11:00 0 243 24 1 268 202 273 0 0 475 20 0 216 0 236 0 0 0 0 0 979 1015 -11:15 0 239 27 1 267 209 250 0 0 459 24 0 230 0 254 0 0 0 0 0 980 1030 -11:30 0 251 24 1 276 206 252 O 0 458 23 0 243 0 266 0 0 0 0 0 1000 10:45 -1145 0 286 20 0 306 212 275 0 0 487 35 0 267 0 302 0 0 0 0 0 1095 11:00 -1200 0 326 20 0 346 204 327 0 0 531 32 0 266 0 298 0 0 0 0 0 1175 11:15 -12:15 0 387 14 0 401 217 358 0 0 575 28 0 304 0 332 0 0 0 0 0 1308 11:30 -12:30 0 410 14 0 424 247 384 0 0 631 32 0 303 0 335 0 0 0 0 0 1390 11.45 -1245 0 402 16 0 418 268 383 0 0 651 26 0 285 0 311 0 0 0 0 0 1380 12:00 -1:00 0 380 16 0 396 285 401 0 0 686 28 0 273 0 301 0 0 0 0 0 1383 12:15 -1.15 0 358 18 0 376 284 427 0 0 711 30 0 232 0 262 0 0 0 0 0 1349 1230 -1:30 0 354 21 0 375 287 420 0 0 707 28 0 235 0 263 0 0 0 0 0 1345 1245 -1:45 0 340 24 0 364 271 446 0 0 717 27 0 244 0 271 0 0 0 0 0 1352 1:00 -2:00 0 352 28 0 380 259 409 0 0 668 29 0 225 0 254 0 0 0 0 0 1302 1:15 -2:15 0 324 29 0 353 246 387 0 0 633 27 0 232 0 259 0 0 0 0 0 1245 1:30 -230 0 319 30 0 349 233 405 0 0 638 25 0 208 0 233 0 0 0 0 0 1220 1:45 -2'.45 0 300 29 0 329 244 376 0 0 620 25 0 197 0 222 0 0 0 0 0 1171 200 -3'.00 0 292 27 0 319 254 368 0 0 622 24 0 239 0 263 0 0 0 0 0 1204 215 -3'.15 0 311 24 0 335 259 355 0 0 614 26 0 261 0 287 0 0 0 0 0 1236 230 -3'.30 0 297 20 0 317 245 326 0 0 571 31 0 299 0 330 0 0 0 0 0 1218 2.45 -3'.45 0 376 22 0 338 237 317 0 0 554 30 0 325 0 355 0 0 0 0 0 1247 3004:00 0 309 20 0 329 240 330 0 0 570 32 0 334 0 366 0 0 0 0 0 1265 3:154:15 0 327 25 0 352 249 326 0 0 575 34 0 335 0 369 0 0 0 0 0 1296 3.304:30 0 367 32 0 399 263 326 0 0 589 39 0 339 0 378 0 0 0 0 0 1366 3:454:45 0 384 35 0 419 253 348 0 0 601 48 0 361 0 409 0 0 0 0 0 1429 4:00 -5:00 0 435 32 0 467 244 326 0 0 570 53 0 406 0 459 0 0 0 0 0 1496 4:15 -5:15 0 468 34 0 502 245 329 0 0 574 61 0 468 0 529 0 0 0 0 0 1605 430 -5'.30 0 521 32 0 553 254 350 0 0 604 60 0 521 0 581 0 0 0 0 0 1738 445 -545 0 555 35 0 590 264 352 0 0 616 57 0 497 0 554 0 0 0 0 0 1760 500 -00 0 531 41 0 572 256 352 0 0 608 46 0 434 0 480 0 0 0 0 0 1660 5:15 -:15 0 479 43 0 522 243 339 0 0 582 39 0 345 0 384 0 0 0 0 0 1488 530 -30 0 374 42 0 416 206 320 0 0 526 36 0 253 0 289 0 0 0 0 0 1231 PEAK HOUR 7:45-8:45 1 0 198 52 0 250 523 477 0 0 1000 32 0 226 0 258 1 0 0 0 0 0 1508 4:45 -5:45 I 0 555 35 0 590 1 264 352 0 0 616 57 0 497 0 554 I 0 0 0 0 0 1760 41 0 Q 0 Z z m � � 0 ILL 1 RESERVE AVENUE 9'.8" Q j 9'.7" 220'.3" 1 Z J EXISTING z O SIGNAL u- FIELD WORK BY: Chris Hinkey JOB NO.: 2008 -0521 FRANKLIN ROAD AT DRAWN BY: P Oorr DWG NAME: ReserveAve ReserveAve.00N RESERVE AVENUE DATE: Nov. 20, 2013 LOCATION: City Of Roanoke, VA SCALE: N/A SHEET NO.: / OF / APPENDIX B Trip Generation Backup 43 m E 0 LL PROJECT - TYPE 14161019:101161 1/6,3-7- SF" DATE __ .—COMM NO. PREL_ - --FINAL- __SHEET NO. CAL. BY . __ - _CKD. BY ____ __ Tl I e 'If )(r, L U IA) 6 c? Am QV(,, RA',[ ; 2, 14.41 Vf use 'Qlllfll (r), /SG VrIl b - DAI Yj k I/o t,P i UF I EXHIBIT LL PROJECT TYPE CONTENTS y� , 8 CONSULTING ENOINEERS•SURVEYpRS DATE-----, -COMM NO. PREL. _FINAL___ _SHEET NO. CAL. BY --.---CKD. BY 1-7r, -7/0 e F_NF 2A t oFj-jc'E L, r,) I nj6 's'r 6 p"Ny rt« u" ,I ir , '!'" €,:"1'.a% ) 7' vrl, I m vpll 1-7 7-7- vril ()y 45 EXHIBIT APPENDIX C Level of Service Analysis 46 HCM Signalized Intersection Capacity Analysis 2013 Existing AM 1: Franklin Rd & Reserve AV. 12/2/2013 I- 1 �' �► j Lane Configurations I r f r 1327 Q+ Volume (vph) 226 32 477 523 52 198 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 Grade ( %) 2% 0.34 -2% 16.7 14.2 -6% Total Lost time (s) 6.0 6.0 6.0 6.0 1.00 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 0.1 0.95 Frt 1.00 0.85 1.00 0.85 7.6 1.00 Flt Protected 0.95 1.00 1.00 1.00 Approach Delay (s) 0.99 Said. Flow (Prot) 1655 1552 1881 1599 B 3525 Flt Permitted 0.95 1.00 1.00 1.00 0.72 Said. Flow (perm) 1655 1552 1881 1599 2580 Peak -hour factor, PHF 0.86 0.73 0.86 0.87 0.52 0.57 Adj. Flow (vph) 263 44 555 601 100 347 RTOR Reduction (vph) 0 33 0 0 0 0 Lane Group Flow (vph) 263 11 555 601 0 447 Heavy Vehicles ( %) 8% 3% 2% 2% 2% 5% Turn Type NA Perm NA pm +ov Perm NA Protected Phases 3 2 3 6 Permitted Phases 3 2 6 Actuated Green, G (s) 11.6 11.6 25.0 36.6 25.0 Effective Green, g (s) 11.6 11.6 25.0 36.6 25.0 Actuated g/C Ratio 0.24 0.24 0.51 0.75 0.51 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 395 370 967 1599 1327 v/s Ratio Prot c0.16 Analysis Period (min) c0.29 0.09 v/s Ratio Perm 0.01 0.29 0.17 v/c Ratio 0.67 0.03 0.57 0.38 0.34 Uniform Delay, d1 16.7 14.2 8.1 2.1 6.9 Progression Factor 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 4.2 0.0 2.5 0.1 0.7 Delay (s) 20.9 14.2 10.6 2.2 7.6 Level of Service C B B A A Approach Delay (s) 20.0 6.2 7.6 Approach LOS B A A HCM 2000 Control Delay 8.8 HCM 2000 Level of Service A HCM 2000 Volume to Capacity ratio 0.60 Actuated Cycle Length (s) 48.6 Sum of lost time (s) 12.0 Intersection Capacity Utilization 66.1% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group Existing Conditions AM Peak HR Baseline thl 47 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2013 Existing MID 1: Franklin Rd & Reserve AV. 12/212013 1- t Lane Configurations 11 F T F 4T4' Volume (vph) 303 32 384 247 14 410 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 Grade (%) 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.85 1.00 0.85 1.00 Flt Protected 0.95 1.00 1.00 1.00 1.00 Satd. Flow (Prot) 1718 1552 1900 1584 3640 Flt Permitted 0.95 1.00 1.00 1.00 0.92 Satd. Flow (perm) 1718 1552 1900 1584 3372 Peak -hour factor, PHF 0.79 0.62 0.85 0.82 0.58 0.82 Adj. Flow (vph) 384 52 452 301 24 500 RTOR Reduction (vph) 0 37 0 0 0 0 Lane Group Flow (vph) 384 15 452 301 0 524 Heavy Vehicles ( %) 4% 3% 1% 3% 0% 2% Turn Type NA Perm NA pm +ov Perm NA Protected Phases 3 2 3 6 Permitted Phases 3 2 6 Actuated Green, G (s) 15.5 15.5 25.1 40.6 25.1 Effective Green, g (s) 15.5 15.5 25.1 40.6 25.1 Actuated g/C Ratio 0.29 0.29 0.48 0.77 0.48 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 506 457 906 1584 1609 v/s Ratio Prot c0.22 c0.24 0.06 v/s Ratio Perm 0.01 0.13 0.16 vlc Ratio 0.76 0.03 0.50 0.19 0.33 Uniform Delay, dl 16.9 13.2 9.4 1.6 8.5 Progression Factor 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 6.4 0.0 2.0 0.1 0.5 Delay (s) 23.3 13.2 11.4 1.7 9.1 Level of Service C B B A A Approach Delay (s) 22.1 7.5 9.1 Approach LOS C A A HCM 2000 Control Delay 11.7 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.60 Actuated Cycle Length (s) 52.6 Sum of lost time (s) 12.0 Intersection Capacity Utilization 48.3% ICU Level of Service A Analysis Period (min) 15 c Critical Lane Group Existing Conditions Mid -Day Peak HR Baseline thl 48 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2013 Existing PM 1: Franklin Rd & Reserve Av. 12/212013 Lane Configurations ►j + 4+ Volume (vph) 497 57 352 264 35 555 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 Grade ( %) 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.85 1.00 0.85 1.00 Flt Protected 0.95 1.00 1.00 1.00 1.00 Said. Flow (prot) 1787 1599 1900 1631 3675 Ftt Permitted 0.95 1.00 1.00 1.00 0.89 Said. Flow (perm) 1787 1599 1900 1631 3268 Peak -hour factor, PHF 0.85 0.84 0.89 0.89 0.63 0.91 Adj. Flow (vph) 585 68 396 297 56 610 RTOR Reduction (vph) 0 43 0 0 0 0 Lane Group Flow (vph) 585 25 396 297 0 666 Heavy Vehicles ( %) 0% 0% 1 % 0% 9% 0% Turn Type NA Perm NA pm +ov Perm NA Protected Phases 3 2 3 6 Permitted Phases 3 2 6 Actuated Green, G (s) 21.7 21.7 25.0 46.7 25.0 Effective Green, g (s) 21.7 21.7 25.0 46.7 25.0 Actuated g/C Ratio 0.37 0.37 0.43 0.80 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 660 591 809 1631 1391 v/s Ratio Prot c0.33 c0.21 0.07 v/s Ratio Perm 0.02 0.11 0.20 v/c Ratio 0.89 0.04 0.49 0.18 0.48 Uniform Delay, d1 17.3 11.8 12.2 1.4 12.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 13.6 0.0 2.1 0.1 1.2 Delay (s) 30.9 11.9 14.3 1.5 13.3 Level of Service C B B A B Approach Delay (s) 28.9 8.8 13.3 Approach LOS C A B HCM 2000 Control Delay 16.8 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.67 Actuated Cycle Length (s) 58.7 Sum of lost time (s) 12.0 Intersection Capacity Utilization 79.2% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group Existing Conditions. PM Peak HR Baseline thl 49 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Background AM 1: Franklin Rd & Reserve Av. 12/3/2013 t P ti j Lane Configurations 11 F T F $T Volume (vph) 248 36 510 586 61 212 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 Grade ( %) 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.85 1.00 0.85 1.00 Flt Protected 0.95 1.00 1.00 1.00 0.99 Satd. Flow (prot) 1655 1552 1881 1599 3523 Flt Permitted 0.95 1.00 1.00 1.00 0.67 Satd. Flow (perm) 1655 1552 1881 1599 2385 Peak -hour factor, PHF 0.86 0.73 0.86 0.87 0.52 0.57 Adj. Flow (vph) 288 49 593 674 117 372 RTOR Reduction (vph) 0 37 0 0 0 0 Lane Group Flow (vph) 288 12 593 674 0 489 Heavy Vehicles ( %) 8% 3% 2% 2% 2% 5% Turn Type NA Perm NA pm +ov Perm NA Protected Phases 3 2 3 6 Permitted Phases 3 2 6 Actuated Green, G (s) 11.9 11.9 25.0 36.9 25.0 Effective Green, g (s) 11.9 11.9 25.0 36.9 25.0 Actuated g/C Ratio 0.24 0.24 0.51 0.75 0.51 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 402 377 961 1599 1219 v/s Ratio Prot c0.17 c0.32 0.10 v/s Ratio Perm 0.01 0.32 0.21 v/c Rafio 0.72 0.03 0.62 0.42 0.40 Uniform Delay, di 17.0 14.1 8.5 2.2 7.3 Progression Factor 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 6.0 0.0 3.0 0.2 1.0 Delay (s) 22.9 14.1 11.5 2.3 8.3 Level of Service C B B A A Approach Delay (s) 21.7 6.6 8.3 Approach LOS C A A HCM 2000 Control Delay 9.4 HCM 2000 Level of Service A HCM 2000 Volume to Capacity ratio 0.65 Actuated Cycle Length (s) 48.9 Sum of lost time (s) 12.0 Intersection Capacity Utilization 74.9% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Background AM Peak HR 12/3/2013 Baseline thl 50 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Background MID 1: Franklin Rd & Reserve Av. 12/3/2013 f, t t P 1 Lane Configurations ►j r T r *T+ Volume (vph) 346 37 411 293 17 439 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 Grade ( %) 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.85 1.00 0.85 1.00 Flt Protected 0.95 1.00 1.00 1.00 1.00 Satd. Flow (prat) 1718 1552 1900 1584 3640 Flt Permitted 0.95 1.00 1.00 1.00 0.92 Satd. Flow (perm) 1718 1552 1900 1584 3342 Peak -hour factor, PHF 0.79 0.62 0.85 0.82 0.58 0.82 Adj. Flow (vph) 438 60 484 357 29 535 RTOR Reduction (vph) 0 41 0 0 0 0 Lane Group Flow (vph) 438 19 484 357 0 564 Heavy Vehicles ( %) 4% 3% 1 % 3% 0% 2% Turn Type NA Perm NA pm +ov Perm NA Protected Phases 3 2 3 6 Permitted Phases 3 2 6 Actuated Green, G (s) 16.6 16.6 25.0 41.6 25.0 Effective Green, g (s) 16.6 16.6 25.0 41.6 25.0 Actuated g/C Ratio 0.31 0.31 0.47 0.78 0.47 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 532 480 886 1584 1558 v/s Ratio Prot c0.25 c0.25 0.07 v/s Ratio Perm 0.01 0.16 0.17 v/c Ratio 0.82 0.04 0.55 0.23 0.36 Uniform Delay, d1 17.1 12.9 10.2 1.6 9.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 10.0 0.0 2.4 0.1 0.7 Delay (s) 27.1 13.0 12.7 1.7 9.8 Level of Service C B B A A Approach Delay (s) 25.4 8.0 9.8 Approach LOS C A A HCM 2000 Control Delay 13.1 1 -1111 i HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.66 Actuated Cycle Length (s) 53.6 Sum of lost time (s) 12.0 Intersection Capacity Utilization 53.7% ICU Level of Service A Analysis Period (min) 15 c Critical Lane Group 2020 Background Mid -Day Peak HR 12/312013 Baseline thl 51 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Background PM 1: Franklin Rd & Reserve AV. 12/3/2013 4- t `► Lane Configurations Volume (vph) 564 65 377 310 40 594 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 Grade ( %) 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 Lane Utll. Factor 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.85 1.00 0.85 1.00 Fit Protected 0.95 1.00 1.00 1.00 1.00 Satd. Flow (prot) 1787 1599 1900 1631 3673 Flt Permitted 0.95 1.00 1.00 1.00 0.86 Satd Flow (perm) 1787 1599 1900 1631 3179 Peak -hour factor, PHF 0.85 0.84 0.89 0.89 0.63 0.91 Adj. Flow (vph) 664 77 424 348 63 653 RTOR Reduction (vph) 0 47 0 0 0 0 Lane Group Flow (vph) 664 30 424 348 0 716 Heavy Vehicles ( %) 0% 0% 1 % 0% 9% 0% Turn Type NA Perm NA pm +ov Perm NA Protected Phases 3 2 3 6 Permitted Phases 3 2 6 Actuated Green, G (s) 23.0 23.0 25.0 48.0 25.0 Effective Green, g (s) 23.0 23.0 25.0 48.0 25.0 Actuated g/C Ratio 0.38 0.38 0.42 0.80 0.42 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 685 612 791 1631 1324 v/s Ratio Prot c0.37 0.22 0.08 v/s Ratio Perm 0.02 0.13 c0.23 v/c Ratio 0.97 0.05 0.54 0.21 0.54 Uniform Delay, d1 18.2 11.6 13.1 1.4 13.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 26.6 0.0 2.6 0.1 1.6 Delay (s) 44.7 11.7 15.7 1.5 14.8 Level of Service D B B A B Approach Delay (s) 41.3 9.3 14.8 Approach LOS D A B HCM 2000 Control Delay 21.7 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.75 Actuated Cycle Length (s) 60.0 Sum of lost time (s) 12.0 Intersection Capacity Utilization 87.8% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Background PM Peak HR 12/312013 Baseline thl 52 Synchro 8 Report Page 1 90 SECOND CYCLE LENGTH 53 HCM Signalized Intersection Capacity Analysis 2020 Buildout- Scenario 1 AM 1: Franklin Rd & Site Entrance /Reserve AV. 121312013 Lane Configurations rj A Vi A +T T* Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.89 1.00 0.89 1.00 0.85 0.99 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 0.99 Said. Flow (prot) 1770 1653 1655 1636 1873 1599 3507 Fh Permitted 0.95 1.00 0.95 1.00 0.91 1.00 0.59 Satd Flow (perm) 1770 1653 1655 1636 1711 1599 2094 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 37 0 0 0 187 0 3 0 Lane Group Flow (vph) 5 6 0 288 32 0 0 654 487 0 506 0 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 0.7 3.5 16.8 19.6 39.3 56.1 39.3 Effective Green, g (s) 0.7 3.5 16.8 19.6 39.3 56.1 39.3 Actuated g/C Ratio 0.01 0.05 0.22 0.25 0.51 0.72 0.51 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 74 358 413 866 1279 1060 v/s Ratio Prot 0.00 0.00 c0.17 c0.02 0.08 v/s Ratio Perm c0.38 0.22 0.24 v/c Ratio 0.33 0.08 0.80 0.08 0.76 0.38 0.48 Uniform Delay, d1 38.2 35.5 28.8 22.1 15.3 4.1 12.5 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.4 12.3 0.1 6.1 0.2 1.5 Delay (s) 50.9 35.9 41.2 22.2 21.4 4.3 14.0 Level of Service D D D C C A B Approach Delay (s) 38.9 37.5 12.7 14.0 Approach LOS D D B B HCM 2000 Control Delay 17.3 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.73 Actuated Cycle Length (s) 77.6 Sum of lost time (s) 18.0 Intersection Capacity Utilization 86.2% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 1 AM 12/3/2013 Baseline thl 54 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout- Scenario 1 MID 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 --* _10. -V 4,- 4\ T ti 1 Lane Configurations 1 NA Prot NA Perm 'A pm +ov Perm NA fi 1r 4 +U* 3 8 Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) Actuated g/C Ratio 0% 0.06 2% 0.42 0.71 -20/6 Clearance Time (s) 6.0 -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 3.0 6.0 6.0 3.0 6.0 Lane Grp Cap (vph) Lane U51. Factor 1.00 1.00 501 537 1.00 1.00 1320 v/s Ratio Prot 1.00 1.00 0.95 Frt 1.00 0.89 1.00 0.88 c0.33 1.00 0.85 v/c Ratio 0.99 0.11 Fit Protected 0.95 1.00 0.20 0.95 1.00 38.4 35.1 0.99 1.00 20.1 1.00 16.6 Said. Flow (prot) 1770 1653 1718 1619 1.00 1.00 1887 1584 0.5 3602 15.5 0.1 Flt Permitted 0.95 1.00 Delay (s) 0.95 1.00 42.3 18.2 0.87 1.00 17.8 0.88 D Satd. Flow (perm) 1770 1653 C 1718 1619 Approach Delay (s) 1656 1584 38.6 3162 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 40 0 0 0 104 0 6 0 Lane Group Flow (vph) 22 12 0 438 38 0 0 545 253 0 600 0 Heavy Vehicles ( /o) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 1.9 5.1 23.2 26.4 33.2 56.4 33.2 Effective Green, g (s) 1.9 5.1 23.2 26.4 33.2 56.4 33.2 Actuated g/C Ratio 0.02 0.06 0.29 0.33 0.42 0.71 0.42 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 42 106 501 537 691 1243 1320 v/s Ratio Prot 0.01 c0.01 c0.25 0.02 0.06 v/s Ratio Perm c0.33 0.10 0.19 v/c Ratio 0.52 0.11 0.87 0.07 0.79 0.20 0.45 Uniform Delay, d1 38.4 35.1 26.8 18.2 20.1 3.9 16.6 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 11.3 0.5 15.5 0.1 8.9 0.1 1.1 Delay (s) 49.6 35.5 42.3 18.2 29.0 4.0 17.8 Level of Service D D D B C A B Approach Delay (s) 40.5 38.6 19.1 17.8 Approach LOS D D B B HCM 2000 Control Delay 24.2 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.76 Actuated Cycle Length (s) 79.5 Sum of lost time (s) 18.0 Intersection Capacity Utilization 86.4% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 1 Mid -Day Peak HR 1213/2013 Baseline IN 55 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 1 PM 1: Franklin Rd & Site Entrance /Reserve Av. 12/4/2013 --* --1' -,* 1< t- 4�- 4\ t ti l Lane Configurations 1 N Vi T+ 4 F 4A Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane U61. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.91 1.00 0.87 1.00 0.85 1.00 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 1.00 Satd. Flow (Prot) 1770 1700 1787 1635 1895 1631 3660 Fit Permitted 0.95 1.00 0.95 1.00 0.94 1.00 0.70 Satd. Flow (perm) 1770 1700 1787 1635 1793 1631 2588 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 45 0 0 45 0 0 0 108 0 2 0 Lane Group Flow (vph) 55 39 0 664 45 0 0 445 240 0 731 0 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 4.0 7.4 30.2 33.6 26.2 56.4 26.2 Effective Green, g (s) 4.0 7.4 30.2 33.6 26.2 56.4 26.2 Actuated g/C Ratio 0.05 0.09 0.37 0.41 0.32 0.69 0.32 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 86 153 659 671 574 1244 828 v/s Ratio Prot 0.03 c0.02 c0.37 0.03 0.07 v/s Ratio Perm 0.25 0.08 c0.28 v/c Ratio 0.64 0.26 1.01 0.07 0.78 0.19 0.88 Uniform Delay, di 38.2 34.6 25.8 14.6 25.1 4.5 26.3 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 14.6 0.9 36.9 0.0 9.9 0.1 13.1 Delay (s) 52.8 35.5 62.7 14.6 35.0 4.6 39.5 Level of Service D D E B C A D Approach Delay (s) 42.4 57.0 21.7 39.5 Approach LOS D E C D HCM 2000 Control Delay 39.3 HCM 2000 Level of Service D HCM 2000 Volume to Capacity ratio 0.87 Actuated Cycle Length (s) 81.8 Sum of lost time (s) 18.0 Intersection Capacity Utilization 94.6% ICU Level of Service F Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 1 PM Peak HR 121312013 Baseline thl 1 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 2 AM 1: Franklin Rd & Site Entrance /Reserve Av. 12/3/2013 1 --I, 7 f, ~ t 41 Lane Configurations I 1� ►j T* 394 ►j T P I A 0.00 Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0.77 0% 0.47 0.49 2% 39.7 36.9 -2% 31.2 24.0 -6% 20.6 Total Lost time (s) 6.0 6.0 Progression Factor 6.0 6.0 6.0 6.0 6.0 6.0 6.0 1.00 Lane Util. Factor 1.00 1.00 0.5 1.00 1.00 0.1 1.00 1.00 1.00 1.00 1.00 Delay (s) Frt 1.00 0.89 52.4 1.00 0.89 28.1 1.00 1.00 0.85 1.00 0.99 D Flt Protected 0.95 1.00 B 0.95 1.00 B 0.95 1.00 1.00 0.95 1.00 Satd. Flow (prot) 1770 1653 1655 1636 Approach LOS 1787 1881 1599 1823 1852 Flt Permitted 0.95 1.00 B 0.95 1.00 0.45 1.00 1.00 0.20 1.00 Satd. Flow (perm) 1770 1653 1655 1636 842 1881 1599 376 1852 Actuated Cycle Length (s) Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 37 0 0 0 214 0 2 0 Lane Group Flow (vph) 5 6 0 288 32 0 61 593 460 117 390 0 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA pm +pt NA pt +ov pm +pt NA Protected Phases 7 4 3 8 5 2 23 1 6 Permitted Phases 2 6 Actuated Green, G (s) 03 3.6 16.1 19.0 35.1 32.8 54.9 38.5 34.5 Effective Green, g (s) 0.7 3.6 16.1 19.0 35.1 32.8 54.9 38.5 34.5 Actuated g/C Ratio 0.01 0.04 0.20 0.24 0.44 0.41 0.68 0.48 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 73 331 386 394 766 1090 251 793 v/s Ratio Prot 0.00 0.00 c0.17 c0.02 0.00 c0.32 0.29 c0.02 0.21 v/s Ratio Perm 0.06 0.20 v/c Ratio 0.33 0.08 0.87 0.08 0.15 0.77 0.42 0.47 0.49 Uniform Delay, di 39.7 36.9 31.2 24.0 13.4 20.6 5.7 14.3 16.7 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.5 21.2 0.1 0.2 7.5 0.3 1.4 2.2 Delay (s) 52.3 37.3 52.4 24.0 13.6 28.1 6.0 15.7 18.8 Level of Service D D D C B C A B B Approach Delay (s) 40.3 46.9 16.2 18.1 Approach LOS D D B B HCM 2000 Control Delay 21.9 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.74 Actuated Cycle Length (s) 80.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 65.6% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 2 AM Peak HR 12/3/2013 Baseline Synchro 8 Report thl Page 1 57 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 2 MID 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 i 7 'r ~ t I /� IV. i r Lane Configurations 'y Vi T+ Vi + r I A Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Ufil. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.89 1.00 0.88 1.00 1.00 0.85 1.00 0.99 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 Said. Flow (Prot) 1770 1653 1718 1619 1787 1900 1584 1859 1898 Flt Permitted 0.95 1.00 0.95 1.00 0.15 1.00 1.00 0.26 1.00 Satd. Flow (perm) 1770 1653 1718 1619 274 1900 1584 514 1898 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 41 0 0 0 109 0 3 0 Lane Group Flow (vph) 22 12 0 438 37 0 61 464 248 29 574 0 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA pm +pt NA pt +ov pm +pt NA Protected Phases 7 4 3 8 5 2 23 1 6 Permitted Phases 2 6 Actuated Green, G (s) 1.8 4.8 21.6 24.6 29.6 27.5 55.1 28.2 26.8 Effective Green, g (s) 1.8 4.8 21.6 24.6 29.6 27.5 55.1 28.2 26.8 Actuated g/C Ratio 0.02 0.06 0.27 0.31 0.37 0.35 0.69 0.36 0.34 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 40 100 467 502 142 658 1100 206 641 v/s Ratio Prot 0.01 c0.01 c0.25 0.02 c0.01 0.25 0.16 0.00 c0.30 v/s Ratio Perm 0.15 0.05 v/c Ratio 0.55 0.12 0.94 0.07 0.43 0.74 0.23 0.14 0.90 Uniform Delay, dl 38.3 35.2 28.2 19.3 18.7 22.7 4.4 17.7 24.9 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 15.3 0.5 26.5 0.1 2.1 7.2 0.1 0.3 17.6 Delay (s) 53.7 35.8 54.7 19.4 20.8 29.9 4.5 18.0 42.5 Level of Service D D D B C C A B D Approach Delay (s) 42.1 49.4 19.2 41.3 Approach LOS D D B D HCM 2000 Control Delay 33.8 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.83 Actuated Cycle Length (s) 79.3 Sum of lost time (s) 24.0 Intersection Capacity Utilization 69.6% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 2 Mid -Day Peak HR 12/3/2013 Baseline IN 58 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 2 PM 1: Franklin Rd & Site Entrance /Reserve Av. 12/1 ---* -.-I 'r *-- 4- � t r �►l Lane Configurations rj '* I A ►j T r A Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.91 1.00 0.87 1.00 1.00 0.85 1.00 1.00 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 Satd. Flow (prot) 1770 1700 1787 1635 1787 1900 1631 1706 1949 Flt Permitted 0.95 1.00 0.95 1.00 0.13 1.00 1.00 0.32 1.00 Said. Flow (perm) 1770 1700 1787 1635 252 1900 1631 571 1949 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 45 0 0 56 0 0 0 118 0 1 0 Lane Group Flow (vph) 55 39 0 664 34 0 21 424 230 63 669 0 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA pri NA pl +ov pm +pt NA Protected Phases 7 4 3 8 5 2 23 1 6 Permitted Phases 2 6 Actuated Green, G (s) 3.9 7.2 19.4 22.7 31.4 29.9 55.3 34.4 31.4 Effective Green, g (s) 3.9 7.2 19.4 22.7 31.4 29.9 55.3 34.4 31.4 Actuated g/C Ratio 0.05 0.09 0.23 0.27 0.38 0.36 0.66 0.41 0.38 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 82 146 415 444 122 680 1080 276 732 v/s Ratio Prot 0.03 c0.02 c0.37 0.02 0.00 0.22 0.14 c0.01 c0.34 v/s Ratio Perm 0.06 0.09 v/c Ratio 0.67 0.27 1.60 0.08 0.17 0.62 0.21 0.23 0.91 Uniform Delay, di 39.2 35.7 32.0 22.6 19.8 22.1 5.5 15.9 24.8 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 19.4 1.0 281.1 0.1 0.7 4.3 0.1 0.4 17.9 Delay (s) 58.6 36.7 313.2 22.7 20.5 26.4 5.6 16.3 42.7 Level of Service E D F C C C A B D Approach Delay (s) 45.4 278.5 17.1 40.4 Approach LOS D F B D HCM 2000 Control Delay 107.3 HCM 2000 Level of Service F HCM 2000 Volume to Capacity ratio 1.05 Actuated Cycle Length (s) 83.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 81.2% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 2 PM Peak HR 1213/2013 Baseline thl 59 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 3 AM 1: Franklin Rd & Site Entrance /Reserve AV. 12/6/2013 Lane Configurations I ti, Vi j+ Vi T F Ti ? F Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade (%) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.89 1.00 0.89 1.00 1.00 0.85 1.00 1.00 0.85 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Said. Flow (prot) 1770 1653 1655 1636 1787 1881 1599 1823 1864 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.47 1.00 1.00 0.20 1.00 1.00 Satd. Flow (perm) 1770 1653 1655 1636 884 1881 1599 376 1864 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 37 0 0 0 265 0 0 11 Lane Group Flow (vph) 5 6 0 288 32 0 61 593 409 117 372 9 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA pm +pt NA pm +ov pm +pt NA Perm Protected Phases 7 4 3 8 5 2 3 1 6 Permitted Phases 2 2 6 6 Actuated Green, G (s) 0.7 3.6 16.1 19.0 35.1 32.8 48.9 38.5 34.5 34.5 Effective Green, g (s) 0.7 3.6 16.1 19.0 35.1 32.8 48.9 38.5 34.5 34.5 Actuated g/C Ratio 0.01 0.04 0.20 0.24 0.44 0.41 0.61 0.48 0.43 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 73 331 386 411 766 1090 251 798 699 v/s Ratio Prot 0.00 0.00 c0.17 c0.02 0.00 c0.32 0.08 c0.02 0.20 v/s Ratio Perm 0.06 0.18 0.20 0.01 v/c Ratio 0.33 0.08 0.87 0.08 0.15 0.77 0.38 0.47 0.47 0.01 Uniform Delay, dl 39.7 36.9 31.2 24.0 13.4 20.6 8.0 14.3 16.4 13.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.5 21.2 0.1 0.2 7.5 0.2 1.4 2.0 0.0 Delay (s) 52.3 37.3 52.4 24.0 13.5 28.1 8.3 15.7 18.4 13.2 Level of Service D D D C B C A B B B Approach Delay (s) 40.3 46.9 17.4 17.6 Approach LOS D D B B HCM 2000 Control Delay 22.4 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.74 Actuated Cycle Length (s) 80.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 65.6% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 3 AM Peak HR 12/3/2013 Baseline thl 60 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 3 MID 1: Franklin Rd & Site Entrance /Reserve AV. 1216/2013 J -� l ( ,- t `1 Lane Configurations r9 '* I j, ►j t r ►j t tr Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Fn 1.00 0.89 1.00 0.88 1.00 1.00 0.85 1.00 1.00 0.85 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (prat) 1770 1653 1718 1619 1787 1900 1584 1859 1919 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.18 1.00 1.00 0.26 1.00 1.00 Said. Flow (perm) 1770 1653 1718 1619 337 1900 1584 514 1919 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 41 0 0 0 136 0 0 28 Lane Group Flow (vph) 22 12 0 438 37 0 61 484 221 29 535 14 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA pm +pt NA pm +ov pm +pt NA Perm Protected Phases 7 4 3 8 5 2 3 1 6 Permitted Phases 2 2 6 6 Actuated Green, G (s) 1.8 4.8 21.6 24.6 29.6 27.5 49.1 28.2 26.8 26.8 Effective Green, g (s) 1.8 4.8 21.6 24.6 29.6 27.5 49.1 28.2 26.8 26.8 Actuated g/C Ratio 0.02 0.06 0.27 0.31 0.37 0.35 0.62 0.36 0.34 0.34 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 40 100 467 502 164 658 1100 206 648 551 v/s Ratio Prot 0.01 c0.01 c0.25 0.02 c0.01 0.25 0.05 0.00 c0.28 v/s Ratio Perm 0.13 0.08 0.05 0.01 vlc Ratio 0.55 0.12 0.94 0.07 0.37 0.74 0.20 0.14 0.83 0.03 Uniform Delay, dl 38.3 35.2 28.2 19.3 18.1 22.7 6.6 17.7 24.1 17.5 Progression Factor 1.00 1.00 1.00 1.00 1.00. 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 15.3 0.5 26.5 0.1 1.4 7.2 0.1 0.3 11.5 0.1 Delay (s) 53.7 35.8 54.7 19.4 19.5 29.9 6.7 18.0 35.6 17.6 Level of Service D D D B B C A B D B Approach Delay (s) 42.1 49.4 20.0 33.5 Approach LOS D D B C HCM 2000 Control Delay 31.8 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.79 Actuated Cycle Length (s) 79.3 Sum of lost time (s) 24.0 Intersection Capacity Utilization 67.3% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 3 Mid -Day Peak HR 12/3/2013 Baseline IN 61 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 3 PM 1: Franklin Rd & Site Entrance /Reserve AV. 12/1 Lane Configurations I T t+ Vi ? IF viii ? F Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade (° /a) 0% 2% -20/0 -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.91 1.00 0.87 1.00 1.00 0.85 1.00 1.00 0.85 At Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (prot) 1770 1700 1787 1635 1787 1900 1631 1706 1957 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.13 1.00 1.00 0.32 1.00 1.00 Satd. Flow (Perm) 1770 1700 1787 1635 252 1900 1631 571 1957 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 45 0 0 56 0 0 0 143 0 0 11 Lane Group Flow (vph) 55 39 0 664 34 0 21 424 205 63 653 6 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA pm +pt NA pm +ov pm +pt NA Perm Protected Phases 7 4 3 8 5 2 3 1 6 Permitted Phases 2 2 6 6 Actuated Green, G (s) 3.9 7.2 19.4 22.7 31.4 29.9 49.3 34.4 31.4 31.4 Effective Green, g (s) 3.9 7.2 19.4 22.7 31.4 29.9 49.3 34.4 31.4 31.4 Actuated g/C Ratio 0.05 0.09 0.23 0.27 0.38 0.36 0.59 0.41 0.38 0.38 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 82 146 415 444 122 680 1080 276 735 613 v/s Ratio Prot 0.03 :0.02 c0.37 0.02 0.00 0.22 0.04 c0.01 c0.33 v/s Ratio Perm 0.06 0.08 0.09 0.00 v/c Ratio 0.67 0.27 1.60 0.08 0.17 0.62 0.19 0.23 0.89 0.01 Uniform Delay, dl 39.2 35.7 32.0 22.6 19.5 22.1 7.9 15.9 24.4 16.3 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 19.4 1.0 281.1 0.1 0.7 4.3 0.1 0.4 15.0 0.0 Delay (s) 58.6 36.7 313.2 22.7 20.1 26.4 8.0 16.3 39.4 16.3 Level of Service E D F C C C A B D B Approach Delay (s) 45.4 278.5 18.2 36.9 Approach LOS D F B D HCM 2000 Control Delay 106.5 HCM 2000 Level of Service F HCM 2000 Volume to Capacity ratio 1.03 Actuated Cycle Length (s) 83.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 81.2% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 3 PM Peak HR 12/1 Baseline thl 62 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 4 AM 1: Franklin Rd & Site Entrance /Reserve AV. 1216/2013 Lane Configurations I ll� Vi A 86.2% ICU Level of Service 4 if 4? r Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 1.00 Frt 1.00 0.89 1.00 0.89 1.00 0.85 1.00 0.85 F@ Protected 0.95 1.00 0.95 1.00 1.00 1.00 0.99 1.00 Satd. Flow (prot) 1770 1653 1655 1636 1873 1599 3523 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.91 1.00 0.59 1.00 Satd. Flow (perm) 1770 1653 1655 1636 1717 1599 2114 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 15 0 0 38 0 0 0 180 0 0 9 Lane Group Flow (vph) 5 5 0 288 31 0 0 654 494 0 489 11 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA pm +ov Protected Phases 7 4 3 8 2 3 6 7 Permitted Phases 2 2 6 6 Actuated Green, G (s) 1.4 2.5 16.8 17.9 39.3 56.1 39.3 40.7 Effective Green, g (s) 1.4 2.5 16.8 17.9 39.3 56.1 39.3 40.7 Actuated g/C Ratio 0.02 0.03 0.22 0.23 0.51 0.73 0.51 0.53 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 32 53 362 382 880 1296 1084 994 Ws Ratio Prot 0.00 0.00 c0.17 c0.02 0.08 0.00 v/s Ratio Perm c0.38 0.23 0.23 0.01 v/c Ratio 0.16 0.10 0.80 0.08 0.74 0.38 0.45 0.01 Uniform Delay, dl 37.0 36.0 28.3 22.9 14.7 3.8 11.8 8.5 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 2.3 0.9 11.5 0.1 5.6 0.2 1.4 0.0 Delay (s) 39.3 36.8 39.7 23.0 20.3 4.0 13.2 8.5 Level of Service D D D C C A B A Approach Delay (s) Approach LOS HCM 2000 Control Delay HCM 2000 Volume to Capacity ratio Actuated Cycle Length (s) Intersection Capacity Utilization Analysis Period (min) c Critical Lane Group 37.3 36.5 D D 16.5 HCM 2000 Level of Service 0.73 76.6 Sum of lost time (s) 86.2% ICU Level of Service 15 2020 Buildout Scenario 4 AM Peak HR 12/3/2013 Baseline IN 63 12.0 18.0 E 13.0 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 4 MID 1: Franklin Rd & Site Entrance /Reserve AV. 12/6/2013 --* --v r -*- t �► 1 Lane Configurations I T* I T+ Q F ETT F Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane U61. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 1.00 Frt 1.00 0.89 1.00 0.88 1.00 0.85 1.00 0.85 Flt Protected 0.95 1.00 0.95 1.00 0.99 1.00 1.00 1.00 Satd. Flow (prot) 1770 1653 1718 1619 1887 1584 3640 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.88 1.00 0.88 1.00 Said. Flow (perm) 1770 1653 1718 1619 1671 1584 3216 1631 Peak -hour factor,PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 41 0 0 0 100 0 0 23 Lane Group Flow (vph) 22 12 0 438 37 0 0 545 257 0 564 19 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA pm +ov Protected Phases 7 4 3 8 2 3 6 7 Permitted Phases 2 2 6 6 Actuated Green, G (s) 2.8 4.0 23.2 24.4 33.2 56.4 33.2 36.0 Effective Green, g (s) 2.8 4.0 23.2 24.4 33.2 56.4 33.2 36.0 Actuated g/C Ratio 0.04 0.05 0.30 0.31 0.42 0.72 0.42 0.46 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 63 84 508 503 707 1260 1361 873 v/s Ratio Prot 0.01 c0.01 c0.25 0.02 0.06 0.00 v/s Ratio Perm c0.33 0.10 0.18 0.01 v/c Ratio 0.35 0.14 0.86 0.07 0.77 0.20 0.41 0.02 Uniform Delay, dl 36.9 35.6 26.1 19.0 19.3 3.6 15.8 11.6 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 3.3 0.7 14.0 0.1 8.0 0.1 0.9 0.0 Delay (s) 40.2 36.3 40.1 19.1 27.3 3.7 16.7 11.6 Level of Service D D D B C A B B Approach Delay (s) 37.7 36.9 18.0 16.4 Approach LOS D D B B HCM 2000 Control Delay 22.8 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.76 Actuated Cycle Length (s) 78.4 Sum of lost time (s) 18.0 Intersection Capacity Utilization 86.4% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 4 Mid -Day Peak HR 12/3/2013 Baseline thl 64 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 4 PM 1: Franklin Rd & Site Entrance /Reserve AV. 1216/2013 Lane Configurations I 1� I T+ It r $+ p Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade (%) 00/0 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 1.00 Frt 1.00 0.91 1.00 0.87 1.00 0.85 1.00 0.85 Fit Protected 0.95 1.00 0.95 1.00 1.00 1.00 1.00 1.00 Satd. Flow (prot) 1770 1700 1787 1635 1895 1631 3673 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.95 1.00 0.70 1.00 Satd. Flow (perm) 1770 1700 1787 1635 1796 1631 2594 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 45 0 0 45 0 0 0 108 0 0 11 Lane Group Flow (vph) 55 39 0 664 45 0 0 445 240 0 716 6 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA pm +ov Protected Phases 7 4 3 8 2 3 6 7 Permitted Phases 2 2 6 6 Actuated Green, G (s) 4.0 7.4 30.2 33.6 26.2 56.4 26.2 30.2 Effective Green, g (s) 4.0 7.4 30.2 33.6 26.2 56.4 26.2 30.2 Actuated g/C Ratio 0.05 0.09 0.37 0.41 0.32 0.69 0.32 0.37 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 86 153 659 671 575 1244 830 721 v/s Ratio Prot 0.03 c0.02 c0.37 0.03 0.07 0.00 v/s Ratio Perm 0.25 0.08 c0.28 0.00 vlc Ratio 0.64 0.26 1.01 0.07 0.77 0.19 0.86 0.01 Uniform Delay, dl 38.2 34.6 25.8 14.6 25.1 4.5 26.1 16.3 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 14.6 0.9 36.9 0.0 9.8 0.1 11.5 0.0 Delay (s) 52.8 35.5 62.7 14.6 34.9 4.6 37.6 16.3 Level of Service D D E B C A D B Approach Delay (s) 42.4 57.0 21.6 37.1 Approach LOS D E C D HCM 2000 Control Delay 38.5 HCM 2000 Level of Service D HCM 2000 Volume to Capacity ratio 0.86 Actuated Cycle Length (s) 81.8 Sum of lost time (s) 18.0 Intersection Capacity Utilization 94.5% ICU Level of Service F Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 4 PM Peak HR 12/3/2013 Baseline IN 65 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario A AM 1: Franklin Rd & Site Entrance /Reserve AV. 12/4/2013 Lane Configurations Prot 11 Prot 1) A NA Vi T* 7 4 *tA 8 Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( /o) Actuated g/C Ratio 0% 0.05 0.08 2% 0.66 0.66 -2% Clearance Time (s) 6.0 -6% 6.0 Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 3.0 6.0 6.0 3.0 3.0 6.0 Lane Grp Cap (vph) Lane Util. Factor 1.00 1.00 184 0.97 1.00 1022 1.00 1.00 0.00 c0.09 0.95 0.00 Frt 1.00 0.89 1.00 0.89 1.00 0.92 0.27 vlc Ratio 0.99 0.08 At Protected 0.95 1.00 1.09 0.95 1.00 39.8 0.95 1.00 32.3 5.2 0.99 11.1 Said. Flow (prot) 1770 1653 1.00 3210 1636 1.00 1787 1731 12.7 0.4 3507 0.3 Flt Permitted 0.95 1.00 Delay (s) 0.95 1.00 156.3 0.41 1.00 67.3 12.8 0.52 D Satd. Flow (perm) 1770 1653 A 3210 1636 Approach Delay (s) 765 1731 132.4 1850 64.4 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 43 0 0 35 0 0 3 0 Lane Group Flow (vph) 5 6 0 288 26 0 61 1232 0 0 506 0 Heaw Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% _ 2% 2% 5% 2% Turn Type Prot NA Prot NA pm +pt NA Perm NA Protected Phases 7 4 3 8 5 2 6 Permitted Phases 2 6 Actuated Green, G (s) 0.7 3.7 6.1 9.1 52.9 52.9 44.6 Effective Green, g (s) 0.7 3.7 6.1 9.1 52.9 52.9 44.6 Actuated g/C Ratio 0.01 0.05 0.08 0.11 0.66 0.66 0.55 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 75 242 184 530 1134 1022 vls Ratio Prot 0.00 0.00 c0.09 c0.02 0.00 c0.71 vls Ratio Perm 0.07 0.27 vlc Ratio 0.33 0.08 1.19 0.14 0.12 1.09 1.09dl Uniform Delay, d1 39.8 36.9 37.3 32.3 5.2 13.9 11.1 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.4 119.0 0.3 0.1 53.4 1.7 Delay (s) 52.4 37.3 156.3 32.6 5.3 67.3 12.8 Level of Service D D F C A E B Approach Delay (s) 40.3 132.4 64.4 12.8 Approach LOS D F E B 2020 Buildoul Scenario A AM Peak HR 1213/2013 Baseline thl 66 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario A MID 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 Lane Configurations Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Frt 1.00 0.89 1.00 0.88 1.00 0.94 0.99 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 Said. Flow (Prot) 1770 1653 3333 1619 1787 1764 3602 Flt Permitted 0.95 1.00 0.95 1.00 0.33 1.00 0.86 Satd. Flow (perm) 1770 1653 3333 1619 629 1764 3111 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 49 0 0 25 0 0 5 0 Lane Group Flow (vph) 22 12 0 438 29 0 61 816 0 0 601 0 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA pm +pt NA Perm NA Protected Phases 7 4 3 8 5 2 6 Permitted Phases 2 6 Actuated Green, G (s) 1.9 5.1 12.1 15.3 46.9 46.9 38.7 Effective Green, g (s) 1.9 5.1 12.1 15.3 46.9 46.9 38.7 Actuated g/C Ratio 0.02 0.06 0.15 0.19 0.57 0.57 0.47 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 40 102 491 301 390 1007 1466 v/s Ratio Prot 0.01 0.01 c0.13 c0.02 0.00 c0.46 v/s Ratio Perm 0.09 0.19 v/c Ratio 0.55 0.12 0.89 0.10 0.16 0.81 0.41 Uniform Delay, di 39.7 36.4 34.4 27.7 8.4 14.1 14.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 15.3 0.5 18.2 0.1 0.2 7.1 0.8 Delay (s) 55.0 36.9 52.5 27.8 8.6 21.1 15.1 Level of Service E D D C A C B Approach Delay (s) 43.3 48.8 20.3 15.1 Approach LOS D D C B HCM 2000 Control Delay 26.5 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.85 Actuated Cycle Length (s) 82.1 Sum of lost time (s) 24.0 Intersection Capacity Utilization 73.1% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario A Mid -Day Peak HR 1213/2013 Baseline thl 67 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario A PM 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 Lane Configurations I 1 A i A 41a Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Frt 1.00 0.91 1.00 0.87 1.00 0.93 1.00 Fit Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 Satd. Flow (prot) 1770 1700 3467 1635 1787 1779 3660 Flt Permitted 0.95 1.00 0.95 1.00 0.26 1.00 0.69 Satd. Flow (perm) 1770 1700 3467 1635 481 1779 2540 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 45 0 0 59 0 0 29 0 0 2 0 Lane Group Flow (vph) 55 39 0 664 31 0 21 743 0 0 731 0 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA pm +pt NA Perm NA Protected Phases 7 4 3 8 5 2 6 Permitted Phases 2 6 Actuated Green, G (s) 4.0 7.4 16.1 19.5 44.0 44.0 36.5 Effective Green, g (s) 4.0 7.4 16.1 19.5 44.0 44.0 36.5 Actuated g/C Rabo 0.05 0.09 0.19 0.23 0.51 0.51 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 82 147 652 372 270 915 1084 v/s Ratio Prot 0.03 c0.02 c0.19 0.02 0.00 c0.42 v/s Ratio Perm 0.04 0.29 v/c Ratio 0.67 0.27 1.02 0.08 0.08 0.81 0.67 Uniform Delay, dl 40.1 36.5 34.7 26.0 11.3 17.3 19.7 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 19.4 1.0 40.0 0.1 0.1 7.8 3.4 Delay (s) 59.5 37.5 74.7 26.1 11.4 25.1 23.1 Level of Service E D E C B C C Approach Delay (s) 46.2 68.9 24.7 23.1 Approach LOS D E C C HCM 2000 Control Delay 39.2 HCM 2000 Level of Service D HCM 2000 Volume to Capacity ratio 0.88 Actuated Cycle Length (s) 85.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 79.9% ICU Level of Service D Analysis Period (min) 15 c Critical lane Group 2020 Buildoul Scenario A PM Peak HR 1213/2013 Baseline thl 68 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario B AM 1: Franklin Rd & Site Entrance /Reserve AV. 12/412013 Lane Configurations ►j T+ ►j r) T* #1 IN *T T* Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Fri: 1.00 0.89 1.00 0.89 1.00 0.85 0.99 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 0.99 Satd. Flow (Prot) 1770 1653 3210 1636 1873 1599 3507 Flt Permitted 0.95 1.00 0.95 1.00 0.91 1.00 0.64 Satd. Flow (perm) 1770 1653 3210 1636 1715 1599 2255 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 40 0 0 0 186 0 2 0 Lane Group Flow (vph) 5 6 0 288 29 0 0 654 488 0 507 0 Heavy Vehicles (%) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 0.7 3.5 10.8 13.6 45.4 56.2 45.4 Effective Green, g (s) 0.7 3.5 10.8 13.6 45.4 56.2 45.4 Actuated g/C Ratio 0.01 0.05 0.14 0.18 0.58 0.72 0.58 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 74 446 286 1002 1280 1317 vls Ratio Prot 0.00 0.00 c0.09 c0.02 0.05 v/s Ratio Perm c0.38 0.25 0.22 v/c Ratio 0.33 0.08 0.65 0.10 0.65 0.38 0.38 Uniform Delay, d1 38.3 35.6 31.6 26.9 10.9 4.1 8.7 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.4 3.2 0.2 3.3 0.2 0.9 Delay (s) 50.9 36.0 34.8 27.1 14.2 4.3 9.5 Level of Service D D C C B A A Approach Delay (s) 39.0 33.3 9.2 9.5 Approach LOS D C A A HCM 2000 Control Delay 13.5 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.62 Actuated Cycle Length (s) 77.7 Sum of lost time (s) 18.0 Intersection Capacity Utilization 79.5% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario B AM Peak HR 12/3/2013 Baseline thl 69 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario B MID 1: Franklin Rd & Site Entrance /Reserve Av. 12/4/2013 Lane Configurations 40 'j+ 590 353 T* 1240 1745 *T r 0.01 4T* c0.02 Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) Progression Factor 0% 1.00 1.00 2% 1.00 1.00 -2% Incremental Delay, d2 15.3 -6% 5.0 Total Lost time (s) 6.0 6.0 0.5 6.0 6.0 35.1 35.6 6.0 6.0 4.0 6.0 Level of Service Lane Util. Factor 1.00 1.00 C 0.97 1.00 B Approach Delay (s) 1.00 1.00 0.95 11.3 Frt 1.00 0.89 1.00 0.88 C B 1.00 0.85 0.99 Flt Protected 0.95 1.00 0.95 1.00 0.99 1.00 1.00 Said. Flow (prat) 1770 1653 3333 1619 1887 1584 3602 Flt Permitted 0.95 1.00 0.95 1.00 0.88 1.00 0.91 Satd Flow (perm) 1770 1653 3333 1619 1667 1584 3297 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 47 0 0 0 105 0 5 0 Lane Group Flow (vph) 22 12 0 438 31 0 0 545 252 0 601 0 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 1.8 5.0 13.9 17.1 41.5 55.4 41.5 Effective Green, g (s) 1.8 5.0 13.9 17.1 41.5 55.4 41.5 Actuated g/C Ratio 0.02 0.06 0.18 0.22 0.53 0.71 0.53 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 40 105 590 353 882 1240 1745 vls Ratio Prot 0.01 0.01 c0.13 c0.02 0.04 v/s Ratio Perm c0.33 0.12 0.18 v/c Ratio 0.55 0.11 0.74 0.09 0.62 0.20 0.34 Uniform Delay, di 37.9 34.6 30.6 24.4 12.9 3.9 10.6 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 15.3 0.5 5.0 0.1 3.2 0.1 0.5 Delay (s) 53.2 35.1 35.6 24.5 16.1 4.0 11.2 Level of Service D D D C B A B Approach Delay (s) 41.5 33.9 11.3 11.2 Approach LOS D C B B HCM 2000 Control Delay 17.8 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.61 Actuated Cycle Length (s) 78.4 Sum of lost time (s) 18.0 Intersection Capacity Utilization 77.1% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario B Mid -Day Peak HR 1213/2013 Baseline Synchro 8 Report thl Page 1 70 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario B PM 1: Franklin Rd & Site Entrance /Reserve AV. 12/4/2013 Lane Configurations ►j t, ►j►j T 4 1r $'A Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Fri 1.00 0.91 1.00 0.87 1.00 0.85 1.00 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 1.00 Said. Flow (prot) 1770 1700 3467 1635 1895 1631 3660 Flt Permitted 0.95 1.00 0.95 1.00 0.95 1.00 0.82 Satd. Flow (perm) 1770 1700 3467 1635 1803 1631 3017 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 44 0 0 54 0 0 0 112 0 2 0 Lane Group Flow (vph) 55 40 0 664 36 0 0 445 236 0 731 0 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 3.9 7.3 20.0 23.4 33.6 53.6 33.6 Effective Green, g (s) 3.9 7.3 20.0 23.4 33.6 53.6 33.6 Actuated g/C Ratio 0.05 0.09 015 0.30 0.43 0.68 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 87 157 878 484 767 1232 1284 v/s Ratio Prot 0.03 c0.02 00.19 0.02 0.05 v/s Ratio Perm c0.25 0.10 0.24 v/c Ratio 0.63 0.25 0.76 0.07 0.58 0.19 0.57 Uniform Delay, dl 36.8 33.3 27.2 20.0 17.3 4.7 17.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 14.0 0.8 3.8 0.1 3.2 0.1 1.8 Delay (s) 50.8 34.1 31.0 20.0 20.5 4.7 19.0 Level of Service D C C C C A B Approach Delay (s) 40.7 29.6 13.6 19.0 Approach LOS D C B B HCM 2000 Control Delay 21.8 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.60 Actuated Cycle Length (s) 78.9 Sum of lost time (s) 18.0 Intersection Capacity Utilization 79.5% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario B PM Peak HR 12/3/2013 Baseline IN 71 Synchro 8 Report Page 1 OPTIMIZED CYCLE LENGTH 72 HCM Signalized Intersection Capacity Analysis 2020 Buildout- Scenario 1 AM 1: Franklin Rd & Site Entrance /Reserve AV. 1213/2013 l -► l 4� .- 4,- 4� 1 �' �► j r Lane Configurations vi '* I A 4 IN +1 A Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.89 1.00 0.89 1.00 0.85 0.99 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 0.99 Satd. Flow (Prot) 1770 1653 1655 1636 1873 1599 3507 Flt Permitted 0.95 1.00 0.95 1.00 0.91 1.00 0.59 Satd. Flow (perm) 1770 1653 1655 1636 1711 1599 2094 Peak -hour factor. PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 37 0 0 0 187 0 3 0 Lane Group Flow (vph) 5 6 0 288 32 0 0 654 487 0 506 0 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 0.7 3.5 16.8 19.6 39.3 561 39.3 Effective Green, g (s) 0.7 3.5 16.8 19.6 39.3 56.1 39.3 Actuated g/C Ratio 0.01 0.05 0.22 0.25 0.51 0.72 0.51 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 74 358 413 866 1279 1060 v/s Ratio Prot 0.00 0.00 c0.17 c0.02 0.08 v/s Ratio Perm c0.38 0.22 0.24 v/c Ratio 0.33 0.08 0.80 0.08 0.76 0.38 0.48 Uniform Delay, di 38.2 35.5 28.8 22.1 15.3 4.1 12.5 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.4 12.3 0.1 6.1 0.2 1.5 Delay (s) 50.9 35.9 41.2 22.2 21.4 4.3 14.0 Level of Service D D D C C A B Approach Delay (s) 38.9 37.5 12.7 14.0 Approach LOS D D B B HCM 2000 Control Delay 17.3 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.73 Actuated Cycle Length (s) 77.6 Sum of lost time (s) 18.0 Intersection Capacity Utilization 86.2% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 1 AM 12/3/2013 Baseline thl 73 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout- Scenario 1 MID 1: Franklin Rd & Site Entrance /Reserve AV. 12/312013 Lane Configurations 'j T+ A 4 F di+ Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.89 1.00 0.88 1.00 0.85 0.99 Flt Protected 0.95 1.00 0.95 1.00 0.99 1.00 1.00 Satd. Flow (Prot) 1770 1653 1718 1619 1887 1584 3602 Flt Permitted 0.95 1.00 0.95 1.00 0.87 1.00 0.88 Satd Flow (perm) 1770 1653 1718 1619 1656 1584 3162 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 40 0 0 0 104 0 6 0 Lane Group Flow (vph) 22 12 0 438 38 0 0 545 253 0 600 0 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 1.9 5.1 23.2 26.4 33.2 56.4 33.2 Effective Green, g (s) 1.9 5.1 23.2 26.4 33.2 56.4 33.2 Actuated g/C Ratio 0.02 0.06 0.29 0.33 0.42 0.71 0.42 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 42 106 501 537 691 1243 1320 v/s Ratio Prot 0.01 c0.01 c0.25 0.02 0.06 v/s Ratio Perm c0.33 0.10 0.19 v/c Ratio 0.52 0.11 0.87 0.07 0.79 0.20 0.45 Uniform Delay, di 38.4 35.1 26.8 18.2 20.1 3.9 16.6 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 11.3 0.5 15.5 0.1 8.9 0.1 1.1 Delay (s) 49.6 35.5 42.3 18.2 29.0 4.0 17.8 Level of Service D D D B C A B Approach Delay (s) 40.5 38.6 19.1 17.8 Approach LOS D D B B HCM 2000 Control Delay 24.2 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.76 Actuated Cycle Length (s) 79.5 Sum of lost time (s) 18.0 Intersection Capacity Utilization 86.4% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 1 Mid -Day Peak HR 12/312013 Baseline thl 74 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 1 PM 1: Franklin Rd & Site Entrance /Reserve AV. 1213/2013 Lane Configurations I p p 4 r 41A Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 Frt 1.00 0.91 1.00 0.87 1.00 0.85 1.00 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 1.00 Said. Flow (prot) 1770 1700 1787 1635 1895 1631 3660 Flt Permitted 0.95 1.00 0.95 1.00 0.95 1.00 0.72 Said. Flow (perm) 1770 1700 1787 1635 1796 1631 2652 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 46 0 0 47 0 0 0 94 0 1 0 Lane Group Flow (vph) 55 38 0 664 43 0 0 445 254 0 732 0 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 6.0 6.4 35.2 35.6 31.2 66.4 31.2 Effective Green, g (s) 6.0 6.4 35.2 35.6 31.2 66.4 31.2 Actuated g1C Ratio 0.07 0.07 0.39 0.39 0.34 0.73 0.34 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 116 119 692 641 617 1300 911 v/s Ratio Prot 0.03 c0.02 c0.37 0.03 0.08 v/s Ratio Perm 0.25 0.08 c0.28 v/c Ratio 0.47 0.32 0.96 0.07 0.72 0.20 0.80 Uniform Delay, d1 40.9 40.1 27.1 17.2 26.0 3.8 27.0 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 3.0 1.6 24.3 0.0 7.1 0.1 7.4 Delay (s) 43.9 41.7 51.4 17.3 33.1 3.9 34.5 Level of Service D D D B C A C Approach Delay (s) 42.6 47.3 20.3 34.5 Approach LOS D D C C HCM 2000 Control Delay 34.3 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.84 Actuated Cycle Length (s) 90.8 Sum of lost time (s) 18.0 Intersection Capacity Utilization 94.6% ICU Level of Service F Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 1 PM Peak HR 12/3/2013 Baseline IN 75 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 2 AM 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 -► e t r 1 l Lane Configurations ►j 1• t r I A Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.89 1.00 0.89 1.00 1.00 0.85 1.00 0.99 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 Said. Flow (Prot) 1770 1653 1655 1636 1787 1881 1599 1823 1852 Flt Permitted 0.95 1.00 0.95 1.00 0.45 1.00 1.00 0.20 1.00 Satd. Flow (perm) 1770 1653 1655 1636 842 1881 1599 376 1852 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 37 0 0 0 214 0 2 0 Lane Group Flow (vph) 5 6 0 288 32 0 61 593 460 117 390 0 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA pm +pt NA pt +ov pm +pt NA Protected Phases 7 4 3 8 5 2 23 1 6 Permitted Phases 2 6 Actuated Green, G (s) 0.7 3.6 16.1 19.0 35.1 32.8 54.9 38.5 34.5 Effective Green, g (s) 0.7 3.6 16.1 19.0 35.1 32.8 54.9 38.5 34.5 Actuated g/C Ratio 0.01 0.04 0.20 0.24 0.44 0.41 0.68 0.48 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 73 331 386 394 766 1090 251 793 v/s Ratio Prot 0.00 0.00 c0.17 c0.02 0.00 c0.32 0.29 c0.02 0.21 v/s Ratio Perm 0.06 0.20 v/c Ratio 0.33 0.08 0.87 0.08 0.15 0.77 0.42 0.47 0.49 Uniform Delay, d1 39.7 36.9 31.2 24.0 13.4 20.6 5.7 14.3 16.7 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.5 21.2 0.1 0.2 7.5 0.3 1.4 2.2 Delay (s) 52.3 37.3 52.4 24.0 13.6 28.1 6.0 15.7 18.8 Level of Service D D D C B C A B B Approach Delay (s) 40.3 46.9 16.2 18.1 Approach LOS D D B B HCM 2000 Control Delay 21.9 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.74 Actuated Cycle Length (s) 80.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 65.6% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 2 AM Peak HR 12/3/2013 Baseline IN 76 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 2 MID 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 --* -* --v 'r t- t 4\ Lane Configurations 11 to I T+ ►j t 11 1 T, Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Fr: 1.00 0.89 1.00 0.88 1.00 1.00 0.85 1.00 0.99 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 Satd. Flow (Prot) 1770 1653 1718 1619 1787 1900 1584 1859 1898 Flt Permitted 0.95 1.00 0.95 1.00 0.15 1.00 1.00 0.26 1.00 Said. Flow (perm) 1770 1653 1718 1619 274 1900 1584 514 1898 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 41 0 0 0 109 0 3 0 Lane Group Flow (vph) 22 12 0 438 37 0 61 484 248 29 574 0 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA pm +pt NA pt +ov pm +pt NA Protected Phases 7 4 3 8 5 2 23 1 6 Permitted Phases 2 6 Actuated Green, G (s) 1.8 4.8 21.6 24.6 29.6 27.5 55.1 28.2 26.8 Effective Green, g (s) 1.8 4.8 21.6 24.6 29.6 27.5 55.1 28.2 26.8 Actuated g/C Ratio 0.02 0.06 0.27 0.31 0.37 0.35 0.69 0.36 0.34 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 40 100 467 502 142 658 1100 206 641 v/s Ratio Prot 0.01 c0.01 c0.25 0.02 c0.01 0.25 0.16 0.00 c0.30 v/s Ratio Perm 0.15 0.05 v/c Ratio 0.55 0.12 0.94 0.07 0.43 0.74 0.23 0.14 0.90 Uniform Delay, d1 38.3 35.2 28.2 19.3 18.7 22.7 4.4 17.7 24.9 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 15.3 0.5 26.5 0.1 2.1 7.2 0.1 0.3 17.6 Delay (s) 53.7 35.8 54.7 19.4 20.8 29.9 4.5 18.0 42.5 Level of Service D D D B C C A B D Approach Delay (s) 42.1 49.4 19.2 41.3 Approach LOS D D B D HCM 2000 Control Delay 33.8 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.83 Actuated Cycle Length (s) 79.3 Sum of lost time (s) 24.0 Intersection Capacity Utilization 69.6% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 2 Mid -Day Peak HR 12/312013 Baseline thl 77 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 2 PM 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 Lane Configurations ►j 'p Vi A Vi + F 1 A Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.91 1.00 0.87 1.00 1.00 0.85 1.00 1.00 Fh Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 Satd. Flow (prot) 1770 1700 1787 1635 1787 1900 1631 1706 1949 Flt Permitted 0.95 1.00 0.95 1.00 0.10 1.00 1.00 0.29 1.00 Said. Flow (perm) 1770 1700 1787 1635 180 1900 1631 515 1949 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 43 0 0 49 0 0 0 83 0 1 0 Lane Group Flow (vph) 55 41 0 664 41 0 21 424 265 63 669 0 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA pm +pt NA pt +ov pm +pt NA Protected Phases 7 4 3 8 5 2 23 1 6 Permitted Phases 2 6 Actuated Green, G (s) 6.6 7.1 42.4 42.9 43.2 41.7 90.1 46.4 43.3 Effective Green, g (s) 6.6 7.1 42.4 42.9 43.2 41.7 90.1 46.4 43.3 Actuated g/C Ratio 0.06 0.06 0.36 0.36 0.37 0.35 0.76 0.39 0.37 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 98 102 640 592 86 669 1242 233 713 v/s Ratio Prot 0.03 c0.02 c0.37 0.03 0.00 0.22 0.16 c0.01 c0.34 v/s Ratio Perm 0.09 0.10 v/c Ratio 0.56 0.40 1.04 0.07 0.24 0.63 0.21 0.27 0.94 Uniform Delay, d1 54.4 53.5 38.0 24.6 29.9 31.9 4.0 24.4 36.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 7.2 2.6 45.6 0.0 1.5 4.5 0.1 0.6 21.7 Delay (s) 61.6 56.1 83.6 24.7 31.4 36.5 4.1 25.0 57.9 Level of Service E E F C C D A C E Approach Delay (s) 58.3 76.6 22.1 55.1 Approach LOS E E C E HCM 2000 Control Delay 51.2 HCM 2000 Level of Service D HCM 2000 Volume to Capacity ratio 0.94 Actuated Cycle Length (s) 118.3 Sum of lost time (s) 24.0 Intersection Capacity Utilization 81.2% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 2 PM Peak HR 12/3/2013 Baseline thl 78 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 3 AM 1: Franklin Rd & Site Entrance /Reserve Av. 12/6/2013 --* --O� � 'r t- < 4\ Lane Configurations 11 A I A I T r I T r Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.89 1.00 0.89 1.00 1.00 0.85 1.00 1.00 0.85 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (prot) 1770 1653 1655 1636 1787 1881 1599 1823 1864 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.47 1.00 1.00 0.20 1.00 1.00 Satd. Flow (perm) 1770 1653 1655 1636 884 1881 1599 376 1864 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 37 0 0 0 265 0 0 11 Lane Group Flow (vph) 5 6 0 288 32 0 61 593 409 117 372 9 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA pm +pl NA pm +ov pm +pt NA Perm Protected Phases 7 4 3 8 5 2 3 1 6 Permitted Phases 2 2 6 6 Actuated Green, G (s) 0.7 3.6 16.1 19.0 35.1 32.8 48.9 38.5 34.5 34.5 Effective Green, g (s) 0.7 3.6 16.1 19.0 35.1 32.8 48.9 38.5 34.5 34.5 Actuated g/C Ratio 0.01 0.04 0.20 0.24 0.44 0.41 0.61 0.48 0.43 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 15 73 331 386 411 766 1090 251 798 699 We Ratio Prot 0.00 0.00 c0.17 c0.02 0.00 c0.32 0.08 c0,02 0.20 v/s Ratio Perm 0.06 0.18 0.20 0.01 v/c Ratio 0.33 0.08 0.87 0.08 0.15 0.77 0.38 0.47 0.47 0.01 Uniform Delay, dl 39.7 36.9 31.2 24.0 13.4 20.6 8.0 14.3 16.4 13.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 12.7 0.5 21.2 0.1 0.2 7.5 0.2 1.4 2.0 0.0 Delay (s) 52.3 37.3 52.4 24.0 13.5 28.1 8.3 15.7 18.4 13.2 Level of Service D D D C B C A B B B Approach Delay (s) 40.3 46.9 17.4 17.6 Approach LOS D D B B HCM 2000 Control Delay 22.4 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.74 Actuated Cycle Length (s) 80.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 65.6% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 3 AM Peak HR 12/3/2013 Baseline IN 79 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 3 MID 1: Franklin Rd & Site Entrance /Reserve AV. 12/6/2013 Lane Configurations I 'p Vi T + r I ? P Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ("fin) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.89 1.00 0.88 1.00 1.00 0.85 1.00 1.00 0.85 Fit Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (prat) 1770 1653 1718 1619 1787 1900 1584 1859 1919 1631 Fft Permitted 0.95 1.00 0.95 1.00 0.18 1.00 1.00 0.26 1.00 1.00 Said, Flow (perm) 1770 1653 1718 1619 337 1900 1584 514 1919 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 41 0 0 0 136 0 0 28 Lane Group Flow (vph) 22 12 0 438 37 0 61 484 221 29 535 14 Heavy Vehicles (n /o) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA pm +pt NA pm +ov pm +pt NA Perm Protected Phases 7 4 3 8 5 2 3 1 6 Permitted Phases 2 2 6 6 Actuated Green, G (s) 1.8 4.8 21.6 24.6 29.6 27.5 49.1 28.2 26.8 26.8 Effective Green, g (s) 1.8 4.8 21.6 24.6 29.6 27.5 49.1 28.2 26.8 26.8 Actuated g/C Ratio 0.02 0.06 0.27 0.31 0.37 0.35 0.62 0.36 0.34 0.34 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 40 100 467 502 164 658 1100 206 648 551 v/s Ratio Prot 0.01 c0.01 c0.25 0.02 c0.01 0.25 0.05 0.00 c0.28 v/s Ratio Perm 0.13 0.08 0.05 0.01 v/c Ratio 0.55 0.12 0.94 0.07 0.37 0.74 0.20 0.14 0.83 0.03 Uniform Delay, di 38.3 35.2 28.2 19.3 18.1 22.7 6.6 17.7 24.1 17.5 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 15.3 0.5 26.5 0.1 1.4 7.2 0.1 0.3 11.5 0.1 Delay (s) 53.7 35.8 54.7 19.4 19.5 29.9 6.7 18.0 35.6 17.6 Level of Service D D D B B C A B D B Approach Delay (s) 42.1 49.4 20.0 33.5 Approach LOS D D B C HCM 2000 Control Delay 31.8 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.79 Actuated Cycle Length (s) 79.3 Sum of lost time (s) 24.0 Intersection Capacity Utilization 67.3% ICU Level of Service C Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 3 Mid -Day Peak HR 12/3/2013 Baseline thl 80 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 1: Franklin Rd & Site Entrance /Reserve AV. Prot NA Prot 2020 Buildout Scenario 3 PM 12/612013 pm +pt NA pm +ov pm +pt NA Perm Protected Phases 7 4 3 8 5 2 3 1 6 Permitted Phases 2 2 6 Lane Configurations ►j p 6.6 yj j. 42.9 Vi + 84.1 R } jv Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade (176) 6.0 0% 6.0 6.0 2% 6.0 Vehicle Extension (s) -2% 3.0 3.0 -6% 3.0 Total Lost time (s) 6.0 6.0 3.0 6.0 6.0 98 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 v/s Ratio Prot 1.00 1.00 c0.37 1.00 1.00 1.00 1.00 1.00 1.00 Frt 1.00 0.91 1.00 0.87 0.09 1.00 1.00 0.85 1.00 1.00 0.85 Flt Protected 0.95 1.00 0.07 0.95 1.00 0.20 0.95 1.00 1.00 0.95 1.00 1.00 Satd. Flow (prot) 1770 1700 31.9 1787 1635 35.7 1787 1900 1631 1706 1957 1631 Flt Permitted 0.95 1.00 1.00 0.95 1.00 Incremental Delay, d2 0.10 1.00 1.00 0.29 1.00 1.00 Said. Flow (perm) 1770 1700 0.0 1787 1635 56.1 180 1900 1631 515 1957 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 43 0 0 49 0 0 0 101 0 0 11 Lane Grouo Flow (voh) 55 41 0 664 41 0 21 424 247 63 653 6 Turn Type Prot NA Prot NA pm +pt NA pm +ov pm +pt NA Perm Protected Phases 7 4 3 8 5 2 3 1 6 Permitted Phases 2 2 6 6 Actuated Green, G (s) 6.6 7.1 42.4 42.9 43.2 41.7 84.1 46.4 43.3 43.3 Effective Green, g (s) 6.6 7.1 42.4 42.9 43.2 41.7 84.1 46.4 43.3 43.3 Actuated g/C Ratio 0.06 0.06 0.36 0.36 0.37 0.35 0.71 0.39 0.37 0.37 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 98 102 640 592 86 669 1242 233 716 596 v/s Ratio Prot 0.03 c0.02 c0.37 0.03 0.00 0.22 0.07 c0.01 c0.33 v/s Ratio Perm 0.09 0.08 0.10 0.00 v/c Ratio 0.56 0.40 1.04 0.07 0.24 0.63 0.20 0.27 0.91 0.01 Uniform Delay, dl 54.4 53.5 38.0 24.6 29.4 31.9 5.8 24.4 35.7 23.9 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 7.2 2.6 45.6 0.0 1.5 4.5 0.1 0.6 17.9 0.0 Delay (s) 61.6 56.1 83.6 24.7 30.9 36.5 5.8 25.0 53.6 23.9 Level of Service E E F C C D A C D C Approach Delay (s) 58.3 76.6 22.9 50.5 Approach LOS E E C D HCM 2000 Control Delay 50.0 HCM 2000 Level of Service D HCM 2000 Volume to Capacity ratio 0.92 Actuated Cycle Length (s) 118.3 Sum of lost time (s) 24.0 Intersection Capacity Utilization 81.2% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 3 PM Peak HR 12/312013 Baseline IN 81 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 4 AM 1: Franklin Rd & Site Entrance /Reserve Av. 1216/2013 l � 1 f, 'I- -4\ ti 4 d Lane Configurations 1i '# 1 T+ 4 F 0 F Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 1.00 Frt 1.00 0.89 1.00 0.89 1.00 0.85 1.00 0.85 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 0.99 1.00 Satd. Flow (prot) 1770 1653 1655 1636 1873 1599 3523 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.91 1.00 0.59 1.00 Satd. Flow (perm) 1770 1653 1655 1636 1717 1599 2114 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 15 0 0 38 0 0 0 180 0 0 9 Lane Group Flow (vph) 5 5 0 288 31 0 0 654 494 0 489 11 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA pm +ov Protected Phases 7 4 3 8 2 3 6 7 Permitted Phases 2 2 6 6 Actuated Green, G (s) 1.4 2.5 16.8 17.9 39.3 56.1 39.3 40.7 Effective Green, g (s) 1.4 2.5 16.8 17.9 39.3 56.1 39.3 40.7 Actuated g/C Ratio 0.02 0.03 0.22 0.23 0.51 0.73 0.51 0.53 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 32 53 362 382 880 1296 1084 994 v/s Ratio Prot 0.00 0.00 c0.17 c0.02 0.08 0.00 v/s Ratio Perm c0.38 0.23 0.23 0.01 v/c Ratio 0.16 0.10 0.80 0.08 0.74 0.38 0.45 0.01 Uniform Delay, d1 37.0 36.0 28.3 22.9 14.7 3.8 11.8 8.5 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 2.3 0.9 11.5 0.1 5.6 0.2 1.4 0.0 Delay (s) 39.3 36.8 39.7 23.0 20.3 4.0 13.2 8.5 Level of Service D D D C C A B A Approach Delay (s) 37.3 36.5 12.0 13.0 Approach LOS D D B B HCM 2000 Control Delay 167 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.73 Actuated Cycle Length (s) 76.6 Sum of lost time (s) 18.0 Intersection Capacity Utilization 86.2% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 4 AM Peak HR 12/3/2013 Baseline IN 82 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 1: Franklin Rd & Site Entrance /Reserve AV. 0.92 0.92 2020 Buildout Scenario 4 MID 1216(2013 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 Lane Configurations rj 28 Vi T► 41 4 0 0 4T if Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 1% 0% 0% 2% 2% -2% Prot NA -6% Prot Total Lost time (s) 6.0 6.0 6.0 6.0 Perm 6.0 6.0 Protected Phases 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 2 1.00 1.00 6 0.95 1.00 Frt 1.00 0.89 1.00 0.88 1.00 0.85 2 1.00 0.85 At Protected 0.95 1.00 0.95 1.00 23.2 0.99 1.00 1.00 1.00 Satd. Flow (prot) 1770 1653 1718 1619 4.0 1887 1584 24.4 3640 1631 Flt Permitted 0.95 1.00 0.95 1.00 Actuated g/C Ratio 0.88 1.00 0.88 1.00 Satd. Flow (perm) 1770 1653 1718 1619 0.42 1671 1584 6.0 3216 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 41 0 0 0 100 0 0 23 Lane Group Flow (vph) 22 12 0 438 37 0 0 545 257 0 564 19 Heavy Vehicles (%) 2% 2% 2% 4% 2% 3% 2% 1% 3% 0% 2% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA pm +ov Protected Phases 7 4 3 8 2 3 6 7 Permitted Phases 2 2 6 6 Actuated Green, G (s) 2.8 4.0 23.2 24.4 33.2 56.4 33.2 36.0 Effective Green, g (s) 2.8 4.0 23.2 24.4 33.2 56.4 33.2 36.0 Actuated g/C Ratio 0.04 0.05 0.30 0.31 0.42 0.72 0.42 0.46 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 63 84 508 503 707 1260 1361 873 Ws Ratio Prot 0.01 c0.01 c0.25 0.02 0.06 0.00 v/s Ratio Perm c0.33 0.10 0.18 0.01 vlc Ratio 0.35 0.14 0.86 0.07 0.77 0.20 0.41 0.02 Uniform Delay, dl 36.9 35.6 26.1 19.0 19.3 3.6 15.8 11.6 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 3.3 0.7 14.0 0.1 8.0 0.1 0.9 0.0 Delay (s) 40.2 36.3 40.1 19.1 27.3 3.7 16.7 11.6 Level of Service D D D B C A B B Approach Delay (s) 37.7 36.9 18.0 16.4 Approach LOS D D B B HCM 2000 Control Delay 22.8 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.76 Actuated Cycle Length (s) 78.4 Sum of lost time (s) 18.0 Intersection Capacity Utilization 86.4% ICU Level of Service E Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario 4 Mid -Day Peak HR 12/3/2013 Baseline thl 83 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario 4 PM 1: Franklin Rd & Site Entrance /Reserve AV. 12/6/2013 I,- 4\ t �► l Lane Configurations aj F. 671 I T+ c0.02 c0.37 a F #Tf F Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) D 0% E B 2% 42.4 -2% 57.0 21.6 -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 1.00 1.00 1.00 1.00 0.95 1.00 Frt 1.00 0.91 1.00 0.87 1.00 0.85 1.00 0.85 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 1.00 1.00 Said. Flow (prot) 1770 1700 1787 1635 1895 1631 3673 1631 Flt Permitted 0.95 1.00 0.95 1.00 0.95 1.00 0.70 1.00 Satd. Flow (perm) 1770 1700 1787 1635 1796 1631 2594 1631 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 45 0 0 45 0 0 0 108 0 0 11 Lane Group Flow (vph) 55 39 0 664 45 0 0 445 240 0 716 6 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA pm +ov Protected Phases 7 4 3 8 2 3 6 7 Permitted Phases 2 2 6 6 Actuated Green, G (s) 4.0 7.4 30.2 33.6 26.2 56.4 26.2 30.2 Effective Green, g (s) 4.0 7.4 30.2 33.6 26.2 56.4 26.2 30.2 Actuated g/C Ratio 0.05 0.09 0.37 0.41 0.32 0.69 0.32 0.37 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) v/s Ratio Prot v/s Ratio Perm v/c Ratio Uniform Delay, di Progression Factor Incremental Delay, d2 Delay (s) Level of Service Approach Delay (s) Approach LOS 86 153 659 671 575 0.03 c0.02 c0.37 0.03 0.25 0.64 0.26 1.01 0.07 0.77 38.2 34.6 25.8 14.6 25.1 1.00 1.00 1.00 1.00 1.00 14.6 0.9 36.9 0.0 9.8 52.8 35.5 62.7 14.6 34.9 D D E B C 42.4 57.0 21.6 HCM 2000 Control Delay HCM 2000 Volume to Capacity ratio Actuated Cycle Length (s) Intersection Capacity Utilization Analysis Period (min) c Critical Lane Group 38.5 HCM 2000 Level of Service 0.86 81.8 Sum of lost time (s) 94.5% ICU Level of Service 15 2020 Buildout Scenario 4 PM Peak HR 12/3/2013 Baseline thl 94 1244 0.07 0.08 0.19 4.5 1.00 0.1 4.6 A 18.0 F 830 c0.28 0.86 26.1 1.00 11.5 37.6 D 37.1 D 721 0.00 0.00 0.01 16.3 1.00 0.0 16.3 B Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario A AM 1: Franklin Rd & Site Entrance /Reserve AV. 1213/2013 --* --,, --* 'r ~ 4�- 4\ T �► 1 Lane Configurations ►j 11 11 A 1 A 01 Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade (%) 0.8 0% 1770 2% 104.5 -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Frt 1.00 0.89 Prot 1.00 0.89 NA 1.00 0.92 7 4 0.99 8 F8 Protected 0.95 1.00 Permitted Phases 0.95 1.00 0.95 1.00 6 0.99 0.8 Satd. Flow (prot) 1770 1653 104.5 3210 1636 Effective Green, g (s) 1787 1731 13.0 18.6 3507 104.5 Fit Permitted 0.95 1.00 0.05 0.95 1.00 0.74 0.43 1.00 Clearance Time (s) 6.0 0.49 6.0 Satd. Flow (perm) 1770 1653 6.0 3210 1636 3.0 804 1731 3.0 3.0 1745 Lane Grp Cap (vph) Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 14 0 0 43 0 0 23 0 0 2 0 Lane Group Flow (vph) 5 6 0 288 26 0 61 1244 0 0 507 0 Heaw Vehicles (%1 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA pm +pt NA Perm NA Protected Phases 7 4 3 8 5 2 6 Permitted Phases 2 6 Actuated Green, G (s) 0.8 6.4 13.0 18.6 104.5 104.5 95.3 Effective Green, g (s) 0.8 6.4 13.0 18.6 104.5 104.5 95.3 Actuated g/C Ratio 0.01 0.05 0.09 0.13 0.74 0.74 0.67 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 9 74 294 214 614 1274 1171 We Ratio Prot 0.00 0.00 c0.09 c0.02 0.00 c0.72 v/s Ratio Perm 0.07 0.29 v/c Ratio 0.56 0.08 0.98 0.12 0.10 0.98 1.60dl Uniform Delay, dl 70.4 64.9 64.3 54.5 5.4 17.5 10.8 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 58.1 0.4 46.3 0.3 0.1 20.2 1.2 Delay (s) 128.5 65.4 110.6 54.7 5.4 37.7 12.0 Level of Service F E F D A D B Approach Delay (s) 78.0 99.8 36.2 12.0 Approach LOS E F D B HCM 2000 Control Delay 41.4 HCM 2000 Level of Service D HCM 2000 Volume to Capacity ratio 0.98 Actuated Cycle Length (s) 141.9 Sum of lost time (s) 24.0 Intersection Capacity Utilization 86.5% ICU Level of Service E Analysis Period (min) 15 dl Defacto Left Lane. Recode with 1 though lane as a left lane. c Critical Lane Group 2020 Buildout Scenario A AM Peak HR 1213/2013 Baseline thl 85 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario A MID 1: Franklin Rd & Site Entrance /Reserve AV. 1213/2013 Lane Configurations I T+ T+ Vi 'P 4?* Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Frt 1.00 0.89 1.00 0.88 1.00 0.94 0.99 Fit Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 Satd. Flow (prot) 1770 1653 3333 1619 1787 1764 3602 Flt Permitted 0.95 1.00 0.95 1.00 0.33 1.00 0.86 Satd, Flow (perm) 1770 1653 3333 1619 629 1764 3111 Peak -hour factor, PHF 0.92 0.92 0.92 0.79 0.92 0.62 0.92 0.85 0.82 0.58 0.82 0.92 Adj. Flow (vph) 22 10 30 438 18 60 61 484 357 29 535 42 RTOR Reduction (vph) 0 28 0 0 49 0 0 25 0 0 5 0 Lane Group Flow (vph) 22 12 0 438 29 0 61 816 0 0 601 0 Heavy Vehicles ( %) 2% 2% 2% 4% 2% 3% 2% 1 % 3% 0% 2% 2% Turn Type Prot NA Prot NA pm.pt NA Perm NA Protected Phases 7 4 3 8 5 2 6 Permitted Phases 2 6 Actuated Green, G (s) 1.9 5.1 12.1 15.3 46.9 46.9 38.7 Effective Green, g (s) 1.9 5.1 12.1 15.3 46.9 46.9 38.7 Actuated g/C Ratio 0.02 0.06 0.15 0.19 0.57 0.57 0.47 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 40 102 491 301 390 1007 1466 v/s Ratio Prot 0.01 0.01 c0.13 c0.02 0.00 c0.46 v/s Ratio Perm 0.09 0.19 v/c Ratio 0.55 0.12 0.89 0.10 0.16 0.81 0.41 Uniform Delay, of 39.7 36.4 34.4 27.7 8.4 14.1 14.2 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 15.3 0.5 18.2 0.1 0.2 7.1 0.8 Delay (s) 55.0 36.9 52.5 27.8 8.6 21.1 15.1 Level of Service E D D C A C B Approach Delay (s) 43.3 48.8 20.3 15.1 Approach LOS D D C B HCM 2000 Control Delay 26.5 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.85 Actuated Cycle Length (s) 82.1 Sum of lost time (s) 24.0 Intersection Capacity Utilization 73.1% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario A Mid -Day Peak HR 12/3/2013 Baseline thl 86 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario A PM 1: Franklin Rd & Site Entrance /Reserve AV. 12/312013 Lane Configurations I j. 1) A I A 4p Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ("/o) 0% 2% -20/6 -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane Util. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Frt 1.00 0.91 1.00 0.87 1.00 0.93 1.00 Flt Protected 0.95 1.00 0.95 1.00 0.95 1.00 1.00 Satd. Flow (prot) 1770 1700 3467 1635 1787 1779 3660 Flt Permitted 0.95 1.00 0.95 1.00 0.26 1.00 0.69 Satd. Flow (perm) 1770 1700 3467 1635 481 1779 2540 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 45 0 0 59 0 0 29 0 0 2 0 Lane Group Flow (vph) 55 39 0 664 31 0 21 743 0 0 731 0 Heavy Vehicles (%) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA pm +pt NA Perm NA Protected Phases 7 4 3 8 5 2 6 Permitted Phases 2 6 Actuated Green, G (s) 4.0 7.4 16.1 19.5 44.0 44.0 36.5 Effective Green, g (s) 4.0 7.4 16.1 19.5 44.0 44.0 36.5 Actuated g/C Ratio 0.05 0.09 0.19 0.23 0.51 0.51 0.43 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 82 147 652 372 270 915 1084 v/s Ratio Prot 0.03 c0.02 c0.19 0.02 0.00 c0.42 v/s Ratio Perm 0.04 0.29 v/c Ratio 0.67 0.27 1.02 0.08 0.08 0.81 0.67 Uniform Delay, dl 40.1 36.5 34.7 26.0 11.3 17.3 19.7 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 19.4 1.0 40.0 0.1 0.1 7.8 3.4 Delay (s) 59.5 37.5 74.7 261 11.4 25.1 23.1 Level of Service E D E C B C C Approach Delay (s) 46.2 68.9 24.7 23.1 Approach LOS D E C C HCM 2000 Control Delay 39.2 HCM 2000 Level of Service D HCM 2000 Volume to Capacity ratio 0.88 Actuated Cycle Length (s) 85.5 Sum of lost time (s) 24.0 Intersection Capacity Utilization 79.9% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario A PM Peak HR 12/3/2013 Baseline thl 87 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario B AM 1: Franklin Rd & Site Entrance /Reserve AV. 12/3/2013 ��� f- *-- t 4\ t to ti 1 Lane Configurations 11 T+ III A FT F 4T* Volume (vph) 5 5 14 248 18 36 56 510 586 61 212 18 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane U61. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Frt 1.00 0.89 1.00 0.89 1.00 0.85 0.99 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 0.99 Sal Flow (Prot) 1770 1653 3210 1636 1873 1599 3507 Flt Permitted 0.95 1.00 0.95 1.00 0.91 1.00 0.64 Said. Flow (perm) 1770 1653 3210 1636 1716 1599 2264 Peak -hour factor, PHF 0.92 0.92 0.92 0.86 0.92 0.73 0.92 0.86 0.87 0.52 0.57 0.92 Adj. Flow (vph) 5 5 15 288 20 49 61 593 674 117 372 20 RTOR Reduction (vph) 0 15 0 0 42 0 0 0 233 0 3 0 Lane Group Flow (vph) 5 5 0 288 27 0 0 654 441 0 506 0 Heavy Vehicles ( %) 2% 2% 2% 8% 2% 3% 2% 2% 2% 2% 5% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 0.7 1.2 7.1 7.6 29.3 36.4 29.3 Effective Green, g (s) 0.7 1.2 7.1 7.6 29.3 36.4 29.3 Actuated g/C Ratio 0.01 0.02 0.13 0.14 0.53 0.65 0.53 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 22 35 409 223 904 1219 1193 v/s Ratio Prot 0.00 0.00 c0.09 c0.02 0.05 v/s Ratio Perm c0.38 0.23 0.22 v/c Ratio 0.23 0.15 0.70 0.12 0.72 0.36 0.42 Uniform Delay, of 27.2 26.7 23.2 21.1 10.1 4.3 8.0 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 5.2 2.0 5.4 0.2 5.0 0.2 1.1 Delay (s) 32.4 28.7 28.7 21.3 15.1 4.5 9.1 Level of Service C C C C B A A Approach Delay (s) 29.5 27.3 9.7 9.1 Approach LOS C C A A HCM 2000 Control Delay 12.6 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.71 Actuated Cycle Length (s) 55.6 Sum of lost time (s) 18.0 Intersection Capacity Utilization 79.5% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario B AM Peak HR 12/3/2013 Baseline thl 88 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 1: Franklin Rd & Site Entrance /Reserve AV. 0.92 22 0 22 2% 0.92 10 28 12 2% 2020 Buildout Scenario B MID 12/312013 0.79 438 0 438 4% 0.92 18 48 30 2% 0.62 60 0 0 3% 0.92 61 0 0 2% 0.85 484 0 545 1% t 4N t /W `► 1 Prot NA Prot NA 4.7 Perm NA pm +ov Perm Lane Configurations B Protected Phases 7 4 102.4 4 r 12.2 Volume (vph) 20 9 28 346 17 37 56 411 293 17 439 39 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 12.0 2% Sum of lost time (s) -2% 36.5 -6% Total Lost time (s) 6.0 6.0 6.0 6.0 91 6.0 6.0 15 6.0 Lane LIM. Factor 1.00 1.00 0.97 1.00 0.01 1.00 1.00 0.16 0.95 Fri: 1.00 0.89 1.00 0.88 0.47 1.00 0.85 6.0 0.99 Flt Protected 0.95 1.00 0.95 1.00 6.0 0.99 1.00 6.0 1.00 Satd. Flow (Prot) 1770 1653 3333 1619 3.0 1887 1584 3.0 3602 Flt Permitted 0.95 1.00 0.95 1.00 102 0.88 1.00 334 0.91 Satd. Flow (oerml 1770 1653 3333 1619 1666 1584 0.01 3301 Peak -hour factor, PHF Adj. Flow (vph) RTOR Reduction (vph) Lane Group Flow (vph) Heavy Vehicles (%) 0.92 22 0 22 2% 0.92 10 28 12 2% 0.92 30 0 0 • 2% 0.79 438 0 438 4% 0.92 18 48 30 2% 0.62 60 0 0 3% 0.92 61 0 0 2% 0.85 484 0 545 1% 0.82 357 133 224 3% 0.58 29 0 0 0% 0.82 535 7 599 2% 0.92 42 0 0 2% Turn Type Prot NA Prot NA 4.7 Perm NA pm +ov Perm NA B Protected Phases 7 4 102.4 3 8 12.2 2 3 F 6 C Permitted Phases B HCM 2000 Control Delay IN 1 19.5 t111111111 11 11 HCM 2000 Level of Service 2 B 2 6 0.68 Actuated Green, G (s) 0.7 3.6 9.1 12.0 58.1 Sum of lost time (s) 27.4 36.5 27.4 Effective Green, g (s) 0.7 3.6 D 91 12.0 15 27.4 36.5 27.4 c Critical Lane Group Actuated g/C Ratio 0.01 0.06 0.16 0.21 0.47 0.63 0.47 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 21 102 522 334 785 1158 1556 v/s Ratio Prot 0.01 0.01 c0.13 c0.02 0.03 v/s Ratio Perm c0.33 0.11 0.18 v/c Ratio 1.05 0.12 0.84 0.09 0.69 0.19 0.39 Uniform Delay dl 28.7 25.7 23.8 18.6 12.1 4.6 9.9 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 212.0 0.5 11.3 0.1 5.0 0.1 0.7 Delay (s) 240.7 26.3 35.1 18.8 17.1 4.7 10.6 Level of Service F C D B B A B Approach Delay (s) 102.4 32.6 12.2 10.6 Approach LOS F C B B HCM 2000 Control Delay IN 1 19.5 t111111111 11 11 HCM 2000 Level of Service B HCM 2000 Volume to Capacity ratio 0.68 Actuated Cycle Length (s) 58.1 Sum of lost time (s) 18.0 Intersection Capacity Utilization 77.1% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildoul Scenario B Mid -Day Peak HR 12/3/2013 Baseline IN 89 Synchro 8 Report Page 1 HCM Signalized Intersection Capacity Analysis 2020 Buildout Scenario B PM 1: Franklin Rd & Site Entrance /Reserve Av. 12/3/2013 Lane Configurations I A T+ 4 F 41* Volume (vph) 51 32 45 564 12 65 19 377 310 40 594 16 Ideal Flow (vphpl) 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 1900 Grade ( %) 0% 2% -2% -6% Total Lost time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Lane U81. Factor 1.00 1.00 0.97 1.00 1.00 1.00 0.95 Frt 1.00 0.91 1.00 0.87 1.00 0.85 1.00 Flt Protected 0.95 1.00 0.95 1.00 1.00 1.00 1.00 Satd. Flow (Prot) 1770 1700 3467 1635 1895 1631 3660 Flt Permitted 0.95 1.00 0.95 1.00 0.95 1.00 0.84 Satd. Flow (Perm) 1770 1700 3467 1635 1801 1631 3095 Peak -hour factor, PHF 0.92 0.92 0.92 0.85 0.92 0.84 0.92 0.89 0.89 0.63 0.91 0.92 Adj. Flow (vph) 55 35 49 664 13 77 21 424 348 63 653 17 RTOR Reduction (vph) 0 43 0 0 59 0 0 0 141 0 2 0 Lane Group Flow (vph) 55 41 0 664 31 0 0 445 207 0 731 0 Heavy Vehicles ( %) 2% 2% 2% 0% 2% 0% 2% 1% 0% 9% 0% 2% Turn Type Prot NA Prot NA Perm NA pm +ov Perm NA Protected Phases 7 4 3 8 2 3 6 Permitted Phases 2 2 6 Actuated Green, G (s) 3.4 6.9 11.1 14.6 25.3 36.4 25.3 Effective Green, g (s) 3.4 6.9 11.1 14.6 25.3 36.4 25.3 Actuated g/C Ratio 0.06 0.11 0.18 0.24 0.41 0.59 0.41 Clearance Time (s) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Vehicle Extension (s) 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Lane Grp Cap (vph) 98 191 627 389 743 1128 1277 v/s Ratio Prot 0.03 c0.02 c0.19 0.02 0.03 v/s Ratio Perm c0.25 0.09 0.24 v/c Ratio 0.56 0.21 1.06 0.08 0.60 0.18 0.57 Uniform Delay, d1 28.2 24.7 25.1 18.1 14.0 5.7 13.8 Progression Factor 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Incremental Delay, d2 7.2 0.6 52.6 0.1 3.5 0.1 1.9 Delay (s) 35.4 25.3 77.7 18.2 17.6 5.8 15.7 Level of Service D C E B B A B Approach Delay (s) 29.3 70.6 12.4 15.7 Approach LOS C E B B HCM 2000 Control Delay 32.5 HCM 2000 Level of Service C HCM 2000 Volume to Capacity ratio 0.65 Actuated Cycle Length (s) 61.3 Sum of lost time (s) 18.0 Intersection Capacity Utilization 79.5% ICU Level of Service D Analysis Period (min) 15 c Critical Lane Group 2020 Buildout Scenario B PM Peak HR 12/3/2013 Baseline thl 90 Synchro 8 Report Page 1 APPENDIX D Queueing Analysis Summary 91 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Reserve Av. Directions Served Maximum Queue (ft) Average Queue (ft) 95th Queue (ft) Link Distance (ft) Upstream Bilk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Bilk Time ( %) Queuing Penalty (veh) Network Summ Network wide Queuing Penalty: 0 Existing Conditions AM Peak HR thl L R T R LT T 190 46 228 88 235 214 89 13 111 45 100 47 154 35 187 78 199 154 591 591 470 470 966 966 92 2013 Existing AM 12/2/2013 SimTraffic Report Page 1 Queuing and Blocking Report 2013 Existing MID Baseline 12/2/2013 : 1: Franklin Rd & Reserve Av. Directions Served L R T R LT T Maximum Queue (ft) 241 55 205 64 188 154 Average Queue (ft) 131 17 109 26 100 53 95th Queue (ft) 210 42 178 55 161 118 Link Distance (ft) 591 591 470 470 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 Existing Conditions Mid -Day Peak HR thl 93 SimTraific Report Page 1 Queuing and Blocking Report 2013 Existing PM Baseline 1212/2013 Intersection: 1: Franklin Rd & Reserve Av. Directions Served L R T R LT T Maximum Queue (ft) 327 49 204 61 238 210 Average Queue (ft) 173 16 97 23 132 85 95th Queue (ft) 278 38 166 52 209 177 Link Distance (ft) 591 591 470 470 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 Existing Conditions. PM Peak HR thl i1 SimTrafic Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Reserve Av. Directions Served L R T R LT T Maximum Queue (ft) 216 56 239 120 271 237 Average Queue (ft) 99 15 113 54 120 68 95th Queue (ft) 170 40 191 93 238 195 Link Distance (ft) 591 591 470 470 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Background AM 12/3/2013 2020 Background AM Peak HR SlmTraffc Report thl Page 1 95 Queuing and Blocking Report 2020 Background MID Baseline 12/3/2013 Intersection: 1: Franklin Rd & Reserve Av. Directions Served L R T R LT T Maximum Queue (ft) 243 52 223 74 198 171 Average Queue (ft) 126 13 101 28 95 53 95th Queue (ft) 207 36 177 61 163 122 Link Distance (ft) 591 591 470 470 966 966 Upstream Blk Time ( %) 0 Queuing Penalty (veh) 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Background Mid -Day Peak HR thl 96 SimTraffc Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Reserve Av. 2020 Background PM 12/3/2013 Directions Served L R T R LT T Maximum Queue (ft) 501 158 222 57 242 205 Average Queue (ft) 247 37 111 27 145 105 95th Queue (ft) 446 210 184 56 219 196 Link Distance (it) 591 591 470 470 966 966 Upstream Blk Time ( %) 3 2 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Background PM Peak HR thl 97 SimTraffc Report Page 1 90 SECOND CYCLE LENGTH 98 Queuing and Blocking Report 2020 Buildout Scenario 1 AM Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served Maximum Queue (ft) Average Queue (ft) 95th Queue (ft) Link Distance (ft) Upstream Bilk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Network wide Queuing Penalty: 0 2020 Buildout Scenario 1 AM thl L TR L TR LT R LT TR 37 52 219 66 317 143 218 175 5 17 116 21 145 50 93 37 25 45 192 49 254 105 173 119 294 294 591 591 468 468 966 966 0 0 kz SimTralfic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 1 MID Baseline 12/312013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT TR Maximum Queue (ft) 64 79 306 59 372 158 196 166 Average Queue (ft) 19 27 153 21 170 32 104 60 95th Queue (ft) 51 63 258 47 317 116 172 132 Link Distance (ft) 348 348 591 591 469 469 966 966 Upstream Blk Time ( %) 1 0 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildoul Scenario 1 Mid -Day Peak HR thl 100 SimTralfic Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. 2020 Buildout Scenario 1 PM 12/4/2013 Directions Served L TR L TR LT R LT TR Maximum Queue (ft) 93 114 478 229 474 348 314 280 Average Queue (ft) 36 48 266 38 220 54 188 150 95th Queue (ft) 74 91 465 172 402 209 287 254 Link Distance (ft) 341 341 591 591 469 469 966 966 Upstream Blk Time ( %) 2 1 3 1 Queuing Penalty (veh) 0 0 0 0 Storage Bay Dist (ft) Storage Bilk Time ( %) Queuing Penalty (veh) Network Sum Network wide Queuing Penalty: 0 2020 Buildout Scenario 1 PM Peak HR thl 101 SimTralfic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 2 AM Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR L T R L TR Maximum Queue (ft) 33 52 239 70 62 306 209 111 197 Average Queue (ft) 5 17 123 21 26 155 79 43 77 95th Queue (ft) 23 44 211 50 54 263 174 89 154 Link Distance (ft) 300 300 585 585 469 469 469 966 966 Upstream Bilk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Bilk Time ( %) Queuing Penalty (veh) Network Sum Network wide Queuing Penalty: 0 2020 Buildout Scenario 2 AM Peak HR thl 102 SimTraffc Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 2 MID Baseline 1213/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR L T R L TR Maximum Queue (ft) 57 69 296 68 70 272 118 56 340 Average Queue (ft) 20 27 147 21 30 129 26 15 168 95th Queue (ft) 50 57 250 49 59 228 82 44 283 Link Distance (ft) 354 354 585 585 469 469 469 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Network wide Queuing Penalty: 0 2020 Buildout Scenario 2 Mid -Day Peak HR thl 103 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 2 PM Baseline 12/4/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR L T R L TR Maximum Queue (ft) 88 113 600 600 44 278 149 82 456 Average Queue (ft) 35 48 578 524 14 135 54 30 238 95th Queue (ft) 71 90 695 843 40 232 121 67 397 Link Distance (ft) 348 348 585 585 470 470 470 966 966 Upstream Blk Time ( %) 85 62 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summ Network wide Queuing Penalty: 0 2020 Buildout Scenario 2 PM Peak HR thl 104 SimTrafBc Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. 2020 Buildout Scenario 3 AM 12/6/2013 Directions Served L TR L TR L T R L T R Maximum Queue (ft) 28 48 245 73 63 311 184 91 178 47 Average Queue (ft) 4 13 122 21 27 154 73 39 71 8 95th Queue (111) 20 35 207 51 56 255 134 77 142 35 Link Distance (11) 289 289 585 585 469 469 469 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) 100 Storage Blk Time ( %) 3 0 Queuing Penalty (veh) 1 0 Network Summary Network wide Queuing Penalty:1 2020 Buildout Scenario 3 AM Peak HR thl 105 SimTrattic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 3 MID Baseline 12/612013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR L T R L T R Maximum Queue (ft) 52 56 290 73 71 266 81 72 328 125 Average Queue (ft) 16 20 148 22 31 126 30 16 157 25 95th Queue (ft) 43 46 249 51 62 225 64 52 265 85 Link Distance (ft) 343 343 585 585 469 469 469 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) 100 Storage Blk Time ( %) 19 0 Queuing Penalty (veh) 8 0 Network Summary Network wide Queuing Penalty: 8 2020 Buildoul Scenario 3 Mid -Day Peak HR SimTraffic Report thl Page 1 106 Queuing and Blocking Report 2020 Buildout Scenario 3 PM Baseline 12/6/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR L T R L T R Maximum Queue (ft) 92 98 600 600 46 280 108 84 444 115 Average Queue (ft) 31 40 578 526 14 136 42 29 227 14 95th Queue (ft) 70 79 695 841 40 228 80 66 379 66 Link Distance (ft) 336 336 585 585 470 470 470 966 966 Upstream Blk Time ( %) 84 64 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) 100 Storage Blk Time ( %) 32 0 Queuing Penalty (veh) 5 0 Network Sum Network wide Queuing Penalty: 5 2020 Buildout Scenario 3 PM Peak HR thl 107 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 4 AM Baseline 1216/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av Directions Served L TR L TR LT R LT T R Maximum Queue (ft) 32 46 266 69 341 125 283 255 47 Average Queue (ft) 5 13 124 20 159 50 125 70 7 95th Queue (ft) 21 35 218 48 270 94 244 202 31 Link Distance (ft) 283 283 591 591 468 468 966 966 Upstream Blk Time ( %) 0 Queuing Penalty (veh) 0 Storage Bay Dist (ft) 100 Storage Bilk Time ( %) 1 0 Queuing Penalty (veh) 0 0 Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario 4 AM Peak HR thl 108 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 4 MID Baseline 12/6/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT T R Maximum Queue (ft) 55 53 256 64 300 80 178 160 39 Average Queue (ft) 16 19 142 21 149 28 96 51 11 95th Queue (ft) 44 43 225 48 263 60 158 117 35 Link Distance (ft) 337 337 591 591 469 469 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) 100 Storage Blk Time ( %) 0 Queuing Penalty (veh) 0 Network Network wide Queuing Penalty: 0 2020 Buildout Scenario 4 Mid -Day Peak HR thl 109 SimTralfic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 4 PM Baseline 12/6/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT T R Maximum Queue (ft) 89 100 512 182 423 242 328 285 103 Average Queue (ft) 31 41 265 35 204 44 188 149 9 95th Queue (ft) 68 82 452 152 369 153 289 257 50 Link Distance (ft) 330 330 591 591 469 469 966 966 Upstream Blk Time ( %) 1 0 1 0 Queuing Penalty (veh) 0 0 0 0 Storage Bay Dist (ft) 100 Storage Blk Time ( %) 13 0 Queuing Penalty (veh) 2 0 Network Summary Network wide Queuing Penalty: 2 2020 Buildout Scenario 4 PM Peak HR thl 110 SimTralfic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario A AM Baseline 12/4/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR L TR LT TR Maximum Queue (ft) 37 54 255 224 80 490 512 637 598 Average Queue (ft) 6 17 157 113 32 344 431 447 410 95th Queue (ft) 25 45 238 217 63 686 613 749 718 Link Distance (ft) 289 289 597 597 597 464 464 959 959 Upstream Blk Time ( %) 24 54 1 0 Queuing Penalty (veh) 0 0 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Network wide Queuing Penalty: 0 2020 Buildout Scenario A AM Peak HR thl 111 SimTraffc Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario A MID Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR L TR LT TR Maximum Queue (ft) 65 68 228 198 80 105 399 231 211 Average Queue (ft) 20 27 142 90 32 30 180 101 69 95th Queue (ft) 53 57 209 179 64 83 336 189 162 Link Distance (ft) 343 343 597 597 597 464 464 959 959 Upstream Bilk Time ( %) 0 0 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario A Mid -Day Peak HR thl 112 SimTralfic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario A PM Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR L TR LT TR Maximum Queue (ft) 94 137 320 287 88 218 467 327 298 Average Queue (ft) 37 51 204 160 37 27 245 195 155 95th Queue (ft) 77 100 289 258 70 155 434 316 287 Link Distance (ft) 336 336 597 597 597 464 464 959 959 Upstream Blk Time ( %) 0 2 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Su Network wide Queuing Penalty: 0 2020 Buildout Scenario A PM Peak HR thl 113 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario B AM Baseline 12/4/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR LT R LT TR Maximum Queue (ft) 37 52 207 168 68 339 212 290 253 Average Queue (ft) 5 18 113 51 24 134 58 123 67 95th Queue (ft) 24 47 180 129 53 257 146 250 201 Link Distance (ft) 294 294 592 592 592 463 463 960 960 Upstream Blk Time ( %) 0 0 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Sum Network wide Queuing Penalty: 0 2020 Buildout Scenario B AM Peak HR thl 114 SimTraffic Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. 2020 Buildout Scenario B MID 12/4/2013 Directions Served L TR L L TR LT R LT TR Maximum Queue (ft) 65 73 209 170 74 282 81 201 175 Average Queue (ft) 20 26 129 68 25 136 28 86 50 95th Queue (ft) 52 58 193 151 55 241 64 157 123 Link Distance (ft) 348 348 592 592 592 463 463 960 960 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario B Mid -Day Peak HR thl 115 SimTralBc Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario B PM Baseline 12/4/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR LT R LT TR Maximum Queue (ft) 90 116 228 195 75 336 112 259 220 Average Queue (ft) 36 49 156 104 27 149 35 149 107 95th Queue (ft) 74 94 216 187 58 281 85 232 196 Link Distance (ft) 341 341 592 592 592 463 463 960 960 Upstream Blk Time ( %) 0 Queuing Penalty (veh) 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario B PM Peak HR thl 116 SimTraffc Report Page 1 OPTIMIZED CYCLE LENGTH 117 Queuing and Blocking Report 2020 Buildout Scenario 1 AM Baseline 1213/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT TR Maximum Queue (ft) 37 52 219 66 317 143 218 175 Average Queue (ft) 5 17 116 21 145 50 93 37 95th Queue (ft) 25 45 192 49 254 105 173 119 Link Distance (ft) 294 294 591 591 468 468 966 966 Upstream Bilk Time ( %) 0 Queuing Penalty (veh) 0 Storage Bay Dist (ft) Storage Bilk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario 1 AM SimTraffc Report thl Page 1 118 Queuing and Blocking Report 2020 Buildout Scenario 1 MID Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT TR Maximum Queue (ft) 64 79 306 59 372 158 196 166 Average Queue (ft) 19 27 153 21 170 32 104 60 95th Queue (ft) 51 63 258 47 317 116 172 132 Link Distance (ft) 348 348 591 591 469 469 966 966 Upstream Blk Time ( %) 1 0 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summ Network wide Queuing Penalty: 0 2020 Buildout Scenario 1 Mid -Day Peak HR thl 119 SimTralfic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 1 PM Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT TR Maximum Queue (ft) 91 116 544 83 464 320 340 289 Average Queue (ft) 37 52 272 27 227 53 201 160 95th Queue (ft) 76 97 462 60 409 205 303 269 Link Distance (ft) 341 341 591 591 469 469 966 966 Upstream Bilk Time ( %) 0 2 0 Queuing Penalty (veh) 0 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario 1 PM Peak HR thl 120 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 2 AM Baseline 1213/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR L T R L TR Maximum Queue (ft) 33 52 239 70 62 306 209 111 197 Average Queue (ft) 5 17 123 21 26 155 79 43 77 95th Queue (ft) 23 44 211 50 54 263 174 89 154 Link Distance (ft) 300 300 585 585 469 469 469 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Su Network wide Queuing Penalty: 0 2020 Buildout Scenario 2 AM Peak HR thl 121 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 2 MID Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR L T R L TR Maximum Queue (ft) 57 69 296 68 70 272 118 56 340 Average Queue (ft) 20 27 147 21 30 129 26 15 168 95th Queue (ft) 50 57 250 49 59 228 82 44 283 Link Distance (ft) 354 354 585 585 469 469 469 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario 2 Mid -Day Peak HR thl 122 SimTraffc Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. 2020 Buildout Scenario 2 PM 12/3/2013 Directions Served L TR L TR L T R L TR Maximum Queue (ft) 99 134 583 434 46 382 165 95 668 Average Queue (ft) 40 58 382 80 15 193 53 34 356 95th Queue (ft) 86 111 613 345 42 322 121 76 617 Link Distance (ft) 348 348 585 585 470 470 470 966 966 Upstream Blk Time ( %) 7 1 0 0 Queuing Penalty (veh) 0 0 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario 2 PM Peak HR thl 123 SimTraffc Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served Maximum Queue (ft) Average Queue (ft) 95th Queue (ft) Link Distance (ft) Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 1 2020 Buildout Scenario 3 AM 12/6/2013 L TR L TR L T R L T R 28 48 245 73 63 311 184 91 178 47 4 13 122 21 27 154 73 39 71 8 20 35 207 51 56 255 134 77 142 35 289 289 585 585 469 469 469 966 966 100 3 0 1 0 2020 Buildout Scenario 3 AM Peak HR thl 124 SimTrafBc Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. 2020 Buildout Scenario 3 MID 12/6/2013 Directions Served L TR L TR L T R L T R Maximum Queue (ft) 52 56 290 73 71 266 81 72 328 125 Average Queue (ft) 16 20 148 22 31 126 30 16 157 25 95th Queue (ft) 43 46 249 51 62 225 64 52 265 85 Link Distance (ft) 343 343 585 585 469 469 469 966 966 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) 100 Storage Blk Time ( %) 19 0 Queuing Penalty (veh) 8 0 Network Summary Network wide Queuing Penalty: 8 2020 Buildout Scenario 3 Mid -Day Peak HR ShTraffic Report thl Page 1 125 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. 2020 Buildout Scecario 3 PM 12/6/2013 Directions Served L TR L TR L T R L T R Maximum Queue (ft) 88 124 579 398 46 371 106 87 650 98 Average Queue (ft) 35 49 380 80 15 193 40 33 336 12 95th Queue (ft) 75 101 611 339 43 318 82 73 586 65 Link Distance (ft) 336 336 585 585 470 470 470 966 966 Upstream Bilk Time ( %) 6 1 0 0 Queuing Penalty (veh) 0 0 0 0 Storage Bay Dist (ft) 100 Storage Blk Time ( %) 45 0 Queuing Penalty (veh) 7 0 Network Su Network wide Queuing Penalty: 7 2020 Buildout Scenario 3 PM Peak HR thl 126 ShTraffc Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 4 AM Baseline 12/6/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT T R Maximum Queue (ft) 31 46 264 72 343 124 302 275 45 Average Queue (ft) 5 13 124 21 159 50 132 76 7 95th Queue (ft) 21 35 218 50 271 94 269 228 31 Link Distance (ft) 283 283 591 591 468 468 966 966 Upstream Blk Time ( %) 0 Queuing Penalty (veh) 0 Storage Bay Dist (ft) 100 Storage Blk Time ( %) 1 0 Queuing Penalty (veh) 0 0 Network Sum Network wide Queuing Penalty: 0 2020 Buildout Scenario 4 AM Peak HR thl 127 SimTrat6c Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 4 MID Baseline 12/6/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT T R Maximum Queue (ft) 65 66 308 67 366 158 192 177 54 Average Queue (ft) 18 21 153 22 168 33 103 59 11 95th Queue (ft) 50 48 257 49 310 105 174 133 38 Link Distance (ft) 337 337 591 591 469 469 966 966 Upstream Blk Time ( %) 0 0 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) 100 Storage Blk Time ( %) 1 0 Queuing Penalty (veh) 0 0 Network Summary Network wide Queuing Penalty: 0 2020 Buildoul Scenario 4 Mid -Day Peak HR thl 128 SimTratBc Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario 4 PM Baseline 12/6/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L TR LT R LT T R Maximum Queue (ft) 89 100 512 182 423 242 328 285 103 Average Queue (ft) 31 41 265 35 204 44 188 149 9 95th Queue (ft) 68 82 452 152 369 153 289 257 50 Link Distance (ft) 330 330 591 591 469 469 966 966 Upstream Bilk Time ( %) 1 0 1 0 Queuing Penalty (veh) 0 0 0 0 Storage Bay Dist (ft) 100 Storage Blk Time ( %) 13 0 Queuing Penalty (veh) 2 0 Network Sum Network wide Queuing Penalty: 2 2020 Buildout Scenario 4 PM Peak HR thl 129 SimTra(fic Report Page 1 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served Maximum Queue (ft) Average Queue (ft) 95th Queue (ft) Link Distance (ft) Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) L TR L L TR 37 69 276 234 109 6 20 176 134 40 25 52 257 227 84 289 289 597 597 597 Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario A AM Peak HR thl 130 2020 Buildout Scenario A AM 12/3/2013 L TR LT TR 481 509 798 779 156 392 589 550 497 605 973 941 464 464 959 959 3 21 7 5 0 0 0 0 SimTraific Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario A MID Baseline 1213/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR L TR LT TR Maximum Queue (ft) 65 68 228 198 80 105 399 231 211 Average Queue (ft) 20 27 142 90 32 30 180 101 69 95th Queue (ft) 53 57 209 179 64 83 336 189 162 Link Distance (ft) 343 343 597 597 597 464 464 959 959 Upstream Blk Time ( %) 0 0 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario A Mid -Day Peak HR thl 131 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario A PM Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR L TR LT TR Maximum Queue (ft) 94 137 320 287 88 218 467 327 298 Average Queue (ft) 37 51 204 160 37 27 245 195 155 95th Queue (ft) 77 100 289 258 70 155 434 316 287 Link Distance (ft) 336 336 597 597 597 464 464 959 959 Upstream Blk Time ( %) 0 2 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario A PM Peak HR thl 132 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario B AM Baseline 12/3/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR LT R LT TR Maximum Queue (ft) 35 50 187 164 69 298 232 277 243 Average Queue (ft) 5 17 101 43 22 124 61 115 66 95th Queue (ft) 23 45 169 120 49 231 144 234 194 Link Distance (ft) 294 294 592 592 592 463 463 960 960 Upstream Blk Time ( %) 0 0 Queuing Penalty (veh) 0 0 Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario B AM Peak HR SimTraffc Report thl Page 1 133 Queuing and Blocking Report Baseline Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. 2020 Buildout Scenario B MID 12/3/2013 Directions Served L TR L L TR LT R LT TR Maximum Queue (ft) 60 66 191 161 59 262 90 184 155 Average Queue (ft) 19 25 118 58 21 122 32 82 45 95th Queue (ft) 50 56 177 135 48 214 67 145 107 Link Distance (ft) 348 348 592 592 592 463 463 960 960 Upstream Blk Time ( %) Queuing Penalty (veh) Storage Bay Dist (ft) Storage Blk Time ( %) Queuing Penalty (veh) Network Sum Network wide Queuing Penalty: 0 2020 Buildout Scenario B Mid -Day Peak HR thl 134 SimTraffic Report Page 1 Queuing and Blocking Report 2020 Buildout Scenario B PM Baseline 1213/2013 Intersection: 1: Franklin Rd & Site Entrance /Reserve Av. Directions Served L TR L L TR LT R LT TR Maximum Queue (ft) 89 102 267 230 71 260 80 248 205 Average Queue (ft) 35 44 173 128 26 116 37 133 90 95th Queue (ft) 73 81 244 216 55 206 66 216 181 Link Distance (ft) 341 341 592 592 592 463 463 960 960 Upstream Blk Time ( %) 0 Queuing Penalty (veh) 0 Storage Bay Dist (ft) Storage Bilk Time ( %) Queuing Penalty (veh) Network Summary Network wide Queuing Penalty: 0 2020 Buildout Scenario B PM Peak HR thl 135 SimTralfic Report Page 1 APPENDIX E LOS & Delay Summary Tables 136 R: \Dwgs \1894A \TIA Report\Appendix E \90 Second AMDocx 137 90 Second Cycle Level of Service per Movement by Approach Overall Dela m seGveh Scenario LOS Eastbound Westbound Northbound Southbound LT TH RT LT TH I RT LT TH I RT LT I TH RT AM Peak Hour C B B A A A 2013 A (20.9) (14.2) (10.6) (2.2) (7.6) (7.6) Existing ($.$) B (20.0) A (6.2) A (7.6) C B B A A A 2020 A . . . (2.3) (8.3) (8.3) Background (9.4) - C (21 7 ) A (6.6) A (8.3) 2020 D D D C C C C A B B B Build -Out B (50.9 2) (22. 1. 1. 4.3 (14. 0) Scenario 1 (17'3) D (38.9) D (37.5) B (12.7) B (14.0) 2020 D I D D D C C B I C I A B B B Build -Out C (52.3) (37.3) (37.3) (52.4) (24.0) (24.0) (13.6) (28.1) (6.0) (15.7) (18.8) (18.8) Scenario 2 (21'9) D (40.3) D (46.9) B (16.2) B (18.1) 2020 D D D D C 1 C 1 B C 1 A B B B Build -Out C (52.3) (37.3) (37.3) (52.4) (24.0) (24.0) (13.5) (28.1) (8.3) (15.7) (18.4) (13.2) Scenario 3 (22'4) D (40.3) D (46.9) B (17.4) B (17.6) 2020 D D 1 I D D C C C C A B B A Build -Out B (39.3) (36.8) 1 (36.8) (39.7) (23.0) (23.0) (20.3) (20.3) (4.0) (13.2) (13.2) (8.5) Scenario 4 (16.5) D (37.3) D (36.5) B (12.0) B (13.0) 2020 D D D 1 F C C 1 A E 1 E 1 B B 1 B Build -Out E (52.4) (37.3) (37.3) (156.3) (32.6) (32.6) (5.3) (67.3) (67.3) (12.8) (12.8) (12.8) Scenario A (63.3) D (40.3) F (132.4) E (64.4) B (12.8) 2020 D D D C C C B B A A A A Build -Out B (50.9) (36.0) (36.0) (34.8) (27.1) (27.1) (14.2) (14.2) (4.3) (9.5) (9.5) (9.5) Scenario B (13'5) D (39.0) C (33.3) A (9.2) A (9.5) R: \Dwgs \1894A \TIA Report\Appendix E \90 Second AMDocx 137 R: \DWRS\2894A \TIA Reporttgppendlx E \905econd MIDDAY.D.C. 138 90 Second Cycle Level of Service per Movement by Approach Scenario Overall De la in sec /veh Eastbound Westbound Northbound Southbound LOS LT TH RT LT TH RT LT I TH I RT LT TH RT MIDDAY 2013 B C (23.3) B (13.2) B (11.4) A (1.7) A (9.1) A (9.1) Existing (11.7) C (22.1) A (7.5) A (9.1) 2020 Background B (13.1) C (27.1) B (13 .0) B (12.7) A (1.7) A (9.8) A (9.8) A (9.8) C (25.4) A (8.0) A (9.8) 2020 D D D D B B C C A B B B Build -Out (24.2) 42 (49.6) (35.5) (35.5) (42.3) (18.2) (18.2) (29.0) (29.0) (4.0) (17.8) (17.8) (17.8) D (40.5) D (38.6) B (19.1) B (17.8) Scenario 1 2020 D D D D B B C C A B D D Build -Out (53.7) (35.8) (35.8) (54.7) (19.4) (19.4) (20.8) (29.9) (4.5) (18.0) (42.5) (42.5) Scenario 2 33 8 ( ) D (42.1) D (49.4) B (19.2) D (41.3) 2020 D D D D B B B C A B I D B Build -Out 18 (53.7) (35.8) (35.8) (54.7) (19.4) (19.4) (19.5) (29.9) (6.7) (18.0) (35.6) (17.6) Scenario 3 ( 3 ) D (42.1) D (49.4) B (20.0) C (33.5) 2020 D D D D B B C C A B B B Build -Out 228 (22.81) (40.2) (36.3) (36.3) (40.1) (19.1) (19.1) (27.3) (27.3) (3.7) (16.7) (16.7) (11.6) D (37.7) D (36.9) B (18.0) B (16.4) Scenario 4 2020 E D D D C C A C C B B B Build -Out (26.5) (55.0) (36.9) (36.9) (52.5) (27.8) (27.8) (8.6) (21.1) (21.1) (15.1) (15.1) (15.1) D (43.3) D (48.8) C (20.3) B (15.1) Scenario A 2020 D D D D I C C B B A B B B Build -Out ( ,B6) (53.2) (35.1) (35.1) (35.6) (24.5) (24.5) (16.1) (16.1) (4.0) (11.2) (11.2) (11.2) D (41.5) C (33.9) B (11.3) B (11.2) Scenario B R: \DWRS\2894A \TIA Reporttgppendlx E \905econd MIDDAY.D.C. 138 R: \Dwgs \2894A \TIA Report \Appendix E \90 Second PM.Docx 139 90 Second Cycle Level of Service per Movement by Approach Overall (Delay in sec/veh Scenario LOS Eastbound Westbound Northbound F::S�oubouncl thLT TH RT LT TH RT LT TH RT LT TH RT PM PEAK HOUR C B B A B B 2013 B (30.9) (11.9) (14.3) (1.5) (13.3) (13.3) Existing (16.8) - C (28.9) A (8.8) B (13.3) D B B A B B 2020 C (44.7) 1 (11.7) (15.7) (1.5) (14.8) (14.8) Background (21.7) D (41.3) A (9.3) B (14.8) D D D E B B C C A D D D 2020 Build -Out D (52.8) (35.5) (35.5) (62.7) (14.6) 1 (14.6) (35.0) (35.0) 1 (4.6) (39.5) (39.5) 1 (39.5) Scenario 1 (39.3) D (42.4) E (57.0) C (21.7) D (39.5) E D D F C C C C A B D D 2020 Build -Out F (58.6) (36.7) (36.7) (313.2) (22.7) (22.7) (20.5) (26.4) (5.6) (16.3) (42.7) (42.7) Scenario 2 (107'3) D (45.4) F (278.5) B (17.1) D (40.4) E D D F C C C C A B D B 2020 Build -Out F (58.6) (36.7) (36.7) (313.2) (22.7) (22.7) (20.1) 1 (26.4) (8.0) (16.3) (39.4) (16.3) Scenario 3 (106.5) D (45.4) F (278.5) B (18.2) D (36.9) D D D E B B C C A D D B 2020 Build -Out D (52.8) (35.5) I (35.5) (62.7) I (14.6) (14.6) (34.9) (34.9) 1 (4.6) (37.6) (37.6) (16.3) Scenario 4 (38'5) D (42.4) E (57.0) C (21.6) D (37.1) E D D E C C B C C C C C 2020 Build -Out D (59.5) (37.5) (37.5) (74.7) (26.1) (26.1) (11.4) (25.1) (25.1) (23.1) (23.1) (23.1) Scenario A (39'2) D (46.2) E (68.9) C (24.7) C (23.1) D C C CC C C F 20 -Out C (50.8) (34.1) (34.1) (31.0) (20.0) (20.0) (20.5) (20.5) (4.7) (19.0) (19.0) (19.0) rio B (21'8) D (40.7) C (29.6) B (13.6) B (19.0) R: \Dwgs \2894A \TIA Report \Appendix E \90 Second PM.Docx 139 140 Level of Service per Movement by Approach Overall (Delay in sec /veh) Scenario LOS Eastbound Westbound Northbound Southbound LT TH RT LT I TH I RT LT I TH I RT LT TH RT AM Peak Hour C B B A A A 2013 A (20. 4. ( 06) (7.6 (7.6 ) Existing (8.8) B (20.0) A (6.2) A (7.6) C B B A A A 2020 A (22.9) (14.1) (11.5) (2.3) (8.3) (8.3) Background (9.4) C (21.7) A (6.6) A (8.3) 2020 D I D D D C C C C A B B B Build -Out (50.9) (35.9) (35.9) (41.2) (22.2) (22.2) (21.4) (21.4) (4.3) (14.0) (14.0) (14.0) Scenario 1 (1B3 ) D (38.9) D (37.5) B (12.7) B (14.0) 2020 D D D D C C B C A B B B Build -Out (52.3) (37.3) (37.3) (52.4) (24.0) (24.0) (13.6) (28.1) (6.0) (15.7) (18.8) (18.8) Scenario 2 (219) D (40.3) D (46.9) B (16.2) B (18.1) 2020 D D D D C C B C A B B B Build -Out (52.3) (37.3) (37.3) (52.4) (24.0) (24.0) (13.5) (28.1) (8.3) (15.7) (18.4) (13.2) Scenario 3 224 (22.4) D (40.3) D (46.9) B (17.4) B (17.6) 2020 D D D D C C C C A B B A Build -Out (39.3) (36.8) (36.8) (39.7) (23.0) (23.0) (20.3) (20.3) (4.0) (13.2) (13.2) (8.5) Scenario 4 (16 5) D (37.3) D (36.5) B (12.0) B (13.0) 2020 F E E F D D A D D B B B Build -Out (128.5) (65.4) (65.4) (110.6) (54.7) (54.7) (5.4) (37.7) (37.7) (12.0) (12.0) (12.0) Scenario A (4D4 ) E (78.0) F (99.8) D (36.2) B (12.0) 2020 C C C C B B A A A A Build -Out 2(32.4) (28.7) 28. 8. 1. 1. (15.1) 4.5 (9.1) (9.1 ) (9.1 ) Scenario B ( 16 ) C (29.5) C (27.3) A (9.7) A (9.1) 140 R:\Dwgs\2894A\TIA Report \Appendix E \M I DDAYTABIE.Docx 141 Level of Service per Movement by Approach Overall (Delay in sec /veh) Scenario LOS Eastbound Westbound Northbound Southbound LT TH RT LT I TH I RT LT TH RT LT I TH RT MIDDAY C B B A A A 2013 B (23.3) (13.2) (1 1.4) (1.7) (9.1) (9.1) Existing (11.7) C (22.1) A (7.5) A (9.1) C B B A A A 2020 B . . . . . . ) (9A .8 ) Background (13.1) C (25.4) A (8.0) A (9.8) 2020 D D D D B B C C A B B 1 B 1 Build -Out C (49.6) (35.5) (35.5) (42.3) (18.2) (18.2) (29.0) (29.0) (4.0) (17.8) (17.8) (17.8) Scenario 1 (24'2) D (40.5) D (38.6) B (19.1) B (17.8) 2020 D D D D B 1 B C C 1 A 1 B D D Build -Out C (53.7) (35.8) (35.8) (54.7) (19.4) (19.4) (20.8) (29.9) (4.5) (18.0) (42.5) (42.5) Scenario 2 (33'8) D (42.1) D (49.4) B (19.2) D (41.3) 2020 D D D D B B B C A B D B Build -Out (53.7) (35.8) (35.8) (54.7) (19.4) (19.4) (19.5) (29.9) (6.7) (18.0) (35.6) (17.6) Scenario 3 (31.0 8) D (42.1) D (49.4) B (20.0) C (33.5) 2020 D D D D B B C C A B B B Build -Out C (40.2) (36.3) (36.3) (40.1) (19.1) (19.1) (27.3) (27.3) (3.7) (16.7) (16.7) (11.6) Scenario 4 (22'8) D (37.7) D (36.9) B (18.0) B (16.4) 2020 E D D D I C I C A I C C B B B Build -Out C (55.0) (36.9) (36.9) (52.5) 1 (27.8) (27.8) (8.6) (21.1) (21.1) (15.1) (15.1) (15.1) Scenario A (26'5) D (43.3) D (48.8) C (20.3) B (15.1) 2020 F C C D B 1 B B B A B B B Build -Out B (240.7) (26.3) (26.3) (35.1) (18.8) (18.8) (17.1) (17.1) (4.7) (10.6) (10.6) (10.6) Scenario B (19'5) F (102.4) C (32.6) B (12.2) B (10.6) R:\Dwgs\2894A\TIA Report \Appendix E \M I DDAYTABIE.Docx 141 142 Level of Service per Movement by Approach Overall (Delay in sec /veh) Eastbound Westbound Northbound Southbound Scenario LOS LT TH RT LT I TH I RT LT TH I RT LT I TH I RT PM PEAK HOUR C B B A B B 2013 B B (30.9) (11.9) (14.3) (1.5) (13.3) (13.3) Existing (1 C (28.9) A (8.8) B (13.3) D B B A B B 2020 Background C (44.7) (11.7) (15.7) (1.5) (14.8) (14.8) (21.7) D (41.3) A (9.3) B (14.8) 2020 D D D D B B C C A C C C Build -Out 34.3 (43.9) (41.7) (41.7) (51.4) (17.3) (17.3) (33.1) (33.1) (3.9) (34.5) (34.5) (34.5) Scenario 1 ( ) D (42.6) D (47.3) C (20.3) C (34.5) 2020 E E E F C C C D A C E E Build -Out (61.6) (56.1) (56.1) (83.6) (24.7) (24.7) (31.4) (36.5) (4.1) (25.0) (57.9) (57.9) Scenario 2 51D2 (51.2) E (58.3) E (76.6) C (22.1) E (55.1) 2020 E E E F C C C D A 1 C D C Build -Out (61.6) (56.1) (56.1) (83.6) (24.7) 1 (24.7) (30.9) (36.5) (5.8) (25.0) (53.6) (23.9) Scenario 3 (50.0) E (58.3) E (76.6) C (22.9) D (50.5) 2020 D D D E B B C C A D D B Build -Out (52.8) (35.5) (35.5) (62.7) (14.6) (14.6) (34.9) (34.9) (4.6) (37.6) (37.6) (16.3) Scenario 4 38.5 ( ) D (42.4) E (57.0) C (21.6) D (37.1) 2020 E D D E C 1 C B C C C C C Build -Out (59.5) (37.5) (37.5) (74.7) (26.1) (26.1) (11.4) (25.1) (25.1) (23.1) (23.1) (23.1) Scenario A (39.2) D (46.2) E (68.9) C (24.7) C (23.1) 2020 D I C C E I B I B B B A B B B Build -Out (35.4) (25.3) (25.3) (77.7) (18.2) (18.2) (17.6) (17.6) (5.8) (15.7) (15.7) (15.7) Scenario B (32.5) C (29.3) E (70.6) B (12.4) B (15.7) 142 CITY OF ROANOKE, PDV PLANNING, BLDG., DEV 215 CHURCH ROOM 166 ROANOKE VA 24011 REFERENCE: 80076514 13495452 State of Virginia City of Roanoke The Roanoke Times Roanoke, Virginia Affidavit of Publication I PUBLIC NEARING The Roanoke Times NOTICE _____ All public hearin PUBLICHEARINGNOTICEA I, (the undersigned) an authorized representative of the Times -World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City /County of Roanoke, Commonwealth /State of Virginia. Sworn and subscribed before me this ���ay of Dec.201 Witness my hand and official seal. (\ , PUBLISHED ON: 11/27 12/04 ry Public hu n pplicallon. by SS .cqueseteon, LLC to rezone a onion of the property o c a t a d al 1 60 9 l ershberger Rd., N.W.., gearing Official Tax No .660108. The application s to rezone the 0.61 outhernmeat portion of )fficial Tax No. 666010E roan Commercial-Large Site )Istrict (CLS), is ;ammercial- General Distrlc CG). The land us' :ategaries permitted In'thi ;G District incl'udl sccommodatlons and grout iving; commercial iy person with a disabllLthe "`z' `c " " "'° "" " " -' rqutring any spec) essory, with a maximum :commodation to atte r area ratio of 5.0. The mpre henslve plan r participate In tignates tpeprppertyfor earings should ng ae scale commercial use.evening Building ae proposed use of the evelopm ant at (54operty Is tie ke r y, 53 -1730 at least five danfectlonary,. or similar rlor to the schetluld prod action, reta l l; caring. ting establishmenp and he City of Roane ve- through facility. fanning Commission x ebecca Co c kra re old a public hearing!cretary, Clty Planning lace mbar 30, 2013aunt Joe :30p.m., or as soon as natters maY be heartl, d Pegasus p1LC to ned Unit an on It on 37269�120505 On December 5; 2005. The land use categ er m l tted In the lNPUD District Include residential; accommodations and group living; commercial; assembly and a per 1,600 area. Th plan de property use. The the Drop professional, ana /or medical clinic and /or business service TOTAL COST: 1,327.92 es tabiishment, no t otherwise listed. FILED ON: 12/11/13 -- - - - — - - - - - -- - - - - - - - - - - - - - V Council will hold publl arings on the aforesai, zllcateons on Decembe 2013, at 7:00 p.m., o soon as the matters me heard. phanie M. Moon, MMC rblic hearing on :ember 11, 2013, a D p.m., or as soon as thi tiers may be heard, tt sider these applications: A lcatlon from D. N fin Wrecking Company for properties located a' IS Shenandoah Avenue V., 0 Salem Turnpike Y. and 0 Westwoos ulevard N.W., suet parties being a porteor Dfficlal. Tax Numbs 10313, and Official Tar nbers 2640349, ant 10326, In their entirety ad 1 -1, Light Industria drat, for a Spaeth :cotton pursuant tc tlon 36.2 -322, Zoning e of the City of Roanoke 79), as amended, U rate a recycling center I wrecker yard at this Rion. iilcaleon from Roanoke development and using Authority, for party located at 1631 at Avenue S. W., bearing clot Tax No. 1211709, ad RM -1, Residential Rd Density District, for a cial exception pursuant Section 36.2 -311, ing, Code of the City of snake (1979), as ended, to allow the structlon of a two- family filing, at this location. dication from Roanoke development and anoke (1979), as ended, to allow the Rebecca Cockram, Secretary, City Board of Zoning Appeals (13495452) Authorized Signature: lll��� ///}% jjjdj_,�Billing Services Representative PUBLIC HEARING NOTICE PUBLIC HEARING NOTICE All public hearings advertised herein will be held in the City Council Chamber, fourth floor, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia. All applications are available for review in the Planning Building and Development office, Room 166, 215 Church Ave. S.W., Roanoke, VA. Any person with a disability requiring any special accommodation to attend or participate in the hearings should contact Planning Building and Development at (540) 853 -1730 at least five days prior to the scheduled hearing. The City of Roanoke Planning Commission will hold a public hearing on December 10, 2013, at 1:30 p.m., or as soon as the matters may be heard, to consider these applications: Application by Pegasus Tower Company, LLC to amend the Planned Unit Development Plan as it pertains to 1809 Franklin Rd., SW, containing approximately 4.3610 acres, bearing Official Tax No. 1040102, to permit construction of a wireless telecommunications tower in Phase I and an office building in Phase II on the property previously rezoned to Institutional Planned Unit Development Plan ( INPUD), during the comprehensive rezoning, Ordinance 37269 - 120505, on December 5, 2005. The land use categories permitted in the INPUD District include residential; accommodations and group living; commercial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory, with a maximum density of one dwelling unit per 1,800 square feet of lot area. The comprehensive plan designates the property for commercial use. The proposed use of the property is wireless telecommunications facility and commercial building including office, general and professional, and /or medical clinic and /or business service establishment, not otherwise listed. Application by SS Acquisition, LLC to rezone a portion of the property located at 1609 Hershberger Rd., N.W., bearing Official Tax No. 6660108. The application is to rezone the 0.61 southernmost portion of Official Tax No. 6660108 from Commercial -Large Site District (CLS), to Commercial - General District (CG). The land use categories permitted in the CG District include accommodations and group living; commercial; industrial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory, with a maximum floor area ratio of 5.0. The comprehensive plan designates the property for large scale commercial use. The proposed use of the property is bakery, confectionary, or similar food production, retail; eating establishment; and drive - through facility. Rebecca Cockram, Secretary, City Planning Commission City Council will hold public hearings on the aforesaid applications on December 16, 2013, at 7:00 p.m., or as soon as the matters may be heard. Stephanie M. Moon, MMC, City Clerk The City of Roanoke Board of Zoning Appeals will hold a public hearing on December 11, 2013, at 1:00 p.m., or as soon as the matters may be heard, to consider these applications: Application from D. H. Griffin Wrecking Company, Inc. for properties located at 3355 Shenandoah Avenue, N.W., 0 Salem Turnpike, N.W. and 0 Westwood Boulevard N.W., such properties being a portion of Official Tax Number 2640313, and Official Tax Numbers 2640349, and 2640326, in their entirety, zoned I -1, Light Industrial District, for a Special Exception pursuant to Section 36.2 -322, Zoning, Code of the City of Roanoke (1979), as amended, to operate a recycling center and wrecker yard at this location. Application from Roanoke Redevelopment and Housing Authority, for property located at 1631 Rorer Avenue S. W., bearing Official Tax No. 1211709, zoned RM -1, Residential Mixed Density District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to allow the construction of a two - family dwelling, at this location. Application from Roanoke Redevelopment and Housing Authority, for property located at 1801 Rorer Avenue S. W., bearing Official Tax No. 1312215, zoned RMA, Residential Mixed Density District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to allow the construction of a two - family dwelling, at this location. Rebecca Cockram, Secretary, City Board of Zoning Appeals Please publish in newspaper on November 27 and December 4, 2013. Please bill and send affidavit of publication to: Rebecca Cockram, Secretary City Planning Commission Room 166, Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, VA 24011 (540) 853 -1730 Please send affidavit of publication to: Stephanie M. Moon, MMC, City Clerk 215 Church Avenue, S. W., Suite 456 Noel C. Taylor Municipal Building Roanoke, Virginia 24011-1536 (540) 853 -2541 AFFIDAVIT APPLICANT: Pegasus Tower Company, LLC LOCATION: 1809 Franklin Road, S.W., Tax No. 1040102 REQUEST: Amend PUD Plan COMMONWEALTH OF VIRGINIA ) ) TO -WIT: CITY OF ROANOKE ) The affiant, Rebecca Cockram, first being duly sworn, states that she is Secretary to the Roanoke City Planning Commission, and as such is competent to make this affidavit of her own personal knowledge. Affidavit states that, pursuant to the provisions of Section 15.2 -2204, Code of Virginia, (1950), as amended, on behalf of the Planning Commission of the City of Roanoke, she has sent by first -class mail on the 27th day of November, 2013, notices of a public hearing to be held on the 10th day of December, 2013, on the request captioned above to the owner or agent of the parcels as set out below: Tax No and Owner's Name and Address 1032203 H T B PROPERTIES LLC 202 S JEFFERSON ST ROANOKE VA 24011 1040201 City of Roanoke Maher Fields 215 Church Ave., S.W. Roanoke, VA 24011 PC_.F-q Rebecca Cockram SUBSCRIBED AND SWORN to before me, a Notary Public, in the City of Roanoke, Virginia, this 27t y of November, 2013 Y? Ra wv�o Notary Public CANDACE R. MARTIN NOTARY PUBLIC Commonwealth of Virginia Reg. #282076 My Commission Expires STEPHANIE M. MOON, MMC City Clerk Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: clerk@roanokeva.gov December 17, 2013 JONATHAN E. CRAFT, CIVIC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk I am enclosing copy of Ordinance No. 39827 - 121613 authorizing the vacation of an existing storm water drainage easement across property owned by Ivy View, LLC, ( "Owner ") located north of the intersection of Wonju Street and Franklin Road, S. W. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013, and is in full force and effect upon its passage. Enclosure Sincerely, A4 r i i Stephanie M. Moon, MMC City Clerk PC: Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA f The 16th day of December, 2013. No. 39827 - 121613. AN ORDINANCE authorizing the vacation of an existing storm water drainage easement across property owned by Ivy View, LLC ( "Owner "), designated as Roanoke Official Tax Map Nos. 1150106, 1150108 and 1150109, located north of the intersection of Wonju Street, S.W. and Franklin Road, S.W., at the Owner's request; and dispensing with the second reading by title of this ordinance. WHEREAS, the Owner requested the City to vacate a storm water drainage easement held by the City in order to allow for development of the Owner's property; WHEREAS, the Owner will accept the frill responsibility for maintaining stonn water drainage pursuant to a Deed of Vacation and Agreement if the existing stonn water drainage easement is vacated; and WHEREAS, a public hearing was held December 16, 2013, pursuant to § 15.2 -1800 and §15.2 -1813, Code of Virginia (1950), as amended, at which hearing all parties in interest and citizens were afforded an opportunity to be heard on the proposed vacation of the public utility easement. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke that: 1. The City Manager is hereby authorized, for and on behalf of the City, to execute a Deed of Vacation and Agreement and such other necessary documents providing for the vacation of an existing stone water drainage easement across property owned by Ivy View, LLC, designated as Roanoke Official Tax Map Nos. 1150106, 1150108 and 1150109, located north of the intersection of Wonju Street, S.W., and Franklin Road, S.W., at the Owner's request, in order to permit the Owner to further develop such properties, upon the terms and conditions as more particularly set forth in the City Council Agenda Report dated December 16, 2013. Such terms O- Vacate Existing Storm Water Dininage Easement -Ivy View and conditions shall include the acceptance of full responsibility of maintaining storm water drainage by the Owner, and its successors and assigns. 2. All documents necessary for this vacation shall be in a fora approved by the City Attorney. 3. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. X4 City Clerk O- Vacate Existing Stonn Water Drainage Easement -Ivy View CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Request to Vacate a Storm Water Drainage Easement Extending from Franklin Road S.W. Northwesterly to Ore Branch Background: Ivy View, LLC (Owner), a wholly owned subsidiary of Valley Bank, is the owner of several parcels located north of the intersection of Wonju Street and Franklin Road and which have recently been prepared for development. These parcels, identified by Official Tax Map Numbers 1150106, 1150108 and 1150109 (Property) are impeded from development due to the presence of an existing storm drainage easement held by the City across portions of each parcel. The drainage easement in question was established by Deed dated March 18, 1969 and recorded in the Clerk's Office of the Circuit Court of the City of Roanoke, Virginia, in Deed Book 1260, page 280. The drainage easement is described in the Deed as ..a permanent easement for storm drain purposes over, on and upon a certain 1100 square foot strip or parcel of land, 110 feet in length, extending from Franklin Road, S.W., northwesterly to Ore Branch..." The location of the easement is shown on the plat recorded in the Clerk's Office in State Highway Plat Book 3, page 204, and also is shown on plats recorded in Deed Book 1353, page 735, and in Map Book 1, page 1430. As the current location of the drainage easement impedes the development of the Property, the Owner requests that the City vacate the drainage easement and, in return, the Owner will accept the full responsibility of maintaining the storm water drainage pursuant to a Deed of Vacation and Agreement to be executed by the City and the Owner. In the event the Owner does not maintain adequate storm water drainage on the Property, the proposed Deed of Vacation provides that the City shall have the right to enter the Property and take the necessary corrective actions, upon prior written notice, at the Owner's expense. Recommended Action: Following a public hearing, authorize the City Manager to execute the appropriate documents to vacate the above mentioned drainage easement extending from Fra n R ad, S.W. northwesterly to Ore Branch. Such documents shall be approved as/to f r y the City Attorney. Chnssttopher P. Morrill City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Wayne Bowers, Economic Development Director Cassandra Turner, Economic Development Specialist The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times --------------------------------------------------+------------------------ �ttn uar, x� �, A I vvv` 'AY�r • -- • p� ons on said matter. If you are a person with C vJ CITY OF ROANOKE a ECONOMIC DEV I ``�P. NO�.tif L ° 117 CHURCH AVENUE, SW PUBLIC NOTICE OF PUBLIC 853 -2541, before 12:00 ROANOKE VA 24011 NEARING MY GCS Iii y noon on Thursday, December 12, 2013. r GIVEN under my hand TOTAL COST: 282.72 r F this 2nd day of December, - — - - - - — - - --------- ---------- The City of Roanoke --- +- - — - - - - — - - - — - - - - - - - — 2013. proposes to vacate an existing storm water Stephanie M. Moon, REFERENCE: 87929073 drainage easement It holds located north of the Ciry Clerk 13500374 NOTICEOFPUBLICHEARIN intersection of Wonju Street,s_W. and Franklin (13500374) State of Virginia City of Roanoke I, (the undersigned) an authorized representative of the Times -World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City /County of Roanoke, Commonwealth /State of Virginia. Sworn and subscribed before me this 11-YN day of Dec.2013. Witness my hand and official seal. O � Notary Public and 1 of the owns u the will be D and across the properties at the Owner's expense. Pursuant to the r e q u l re m e n is of § §15.2 -1800 antl 15.2 -1813, Code of Virginia (1950), as amended, notice Is hereby given that the City Council of the City of Roanoke will hold a public hearing on the above matter at Its regular meeting to be held an Monday, December 16, 2013, commencing at 7:00 p.m., or as soon thereafter as the matter may be heard, in [he Council e at Ib4Dl shall have the to be heard and air o 'ni Authorized Signature: , Billing Services Representative �ttn uar, x� �, A I vvv` 'AY�r • -- • p� ons on said matter. If you are a person with C vJ a disability who needs PUBLISHED ON: 12/06 ``�P. NO�.tif L ° accommodations for this hearing, please canjs. PUBLIC City Clerk's Off, �. REG. 4709( ',b ' A -_ MY GCS Iii y r TOTAL COST: 282.72 r F FILED ON: 12/11/13 - — - - - - — - - --------- ---------- - - — - - ------- --- +- - — - - - - — - - - — - - - - - - - — Authorized Signature: , Billing Services Representative 0ac. NOTICE OF PUBLIC HEARING The City of Roanoke proposes to vacate an existing storm water drainage easement it holds located north of the intersection of Wonju Street, S.W. and Franklin Road, S.W., in the City of Roanoke, across Official Tax Map Nos. 1150106, 1150108 and 1150109 (the site of the former "Ukrops "), owned by Ivy View, LLC ( "Owner "), at the Owner's request, in order to permit the Owner to further develop such properties. In consideration for the vacation, the Owner will be required to keep and maintain adequate storm water drainage facilities across the properties at the Owner's expense. Pursuant to the requirements of § §15.2 -1800 and 15.2 -1813, Code of Virginia (1950), as amended, notice is hereby given that the City Council of the City of Roanoke will hold a public hearing on the above matter at its regular meeting to be held on Monday, December 16, 2013, commencinj at 7:00 p.m., or as soon thereafter as the matter may be heard, in the Council Chamber, 4t Floor, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. Further information is available from the Office of the City Clerk for the City of Roanoke at (540) 853 -2541. Citizens shall have the opportunity to be heard and express their opinions on said matter. If you are a person with a disability who needs accommodations for this hearing, please contact the City Clerk's Office at (540) 853 -2541, before 12:00 noon on Thursday, December 12, 2013. GIVEN under my hand this 2nd day of December 2013. PH- vacate storm water drainage easement -Ivy View LLC Stephanie M. Moon, City Clerk Notice to Publisher: Please publish once in The Roanoke Times, legal notices, on Friday, December 6, 2013. Send affidavit to; Stephanie M. Moon, City Clerk 215 Church Avenue, S.W., Room 456 Roanoke, VA 24011 (540) 853 -2541 Send Bill to: City of Roanoke — Economic Development Attn: Cassandra Turner 117 Church Avenue, S.W. Roanoke, Virginia 24011 PH- vacate storm water drainage easement -Ivy View LLCOFFICE OF THE CITY CLERK NOEL C. TAYLOR MUNICIPAL BUILDING 215 CHURCH AVENUE, S.W. SUITE 456 ROANOKE, VIRGINIA 24011 STEPHANIE M. MOON, MMC City Clerk Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Chw-ch Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Fax: (540) 853 -1145 E -mail: clerk(nlroanokeva.gov December 17, 2013 JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk I am attaching copy of Ordinance No. 39828 - 121613 executing a contract to amend, restate, and replace an existing contract with South Commonwealth Partners, LLC, and the necessary documents to sell to South Commonwealth Partners, LLC, a portion of the City -owned property known as Market Garage located at 25 Church Avenue, S. E., and identified as an approximately 11,500 square foot portion of a commercial /retail space within the Market Garage building, a portion of Air Rights above the Market Garage, together with certain easements on City -owned parcels abutting the Market Garage; and such other parcels situated at 106 Franklin Road, S. E., and 13 Church Avenue, S. E., upon certain conditions. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013, and is in full force and effect upon its passage. Sincerely, A4k(' �)'), rl Stephanie M. Moon, MMC City Clerk Attachment pc: Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Wayne Bowers, Director, Economic Development \Y IN THE COUNCII, OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39828- 121613. AN ORDINANCE authorizing the proper City officials to execute a contract to amend, restate, and replace an existing contract with South Commonwealth Partners, LLC, and the necessary documents to sell to South Commonwealth Partners, LLC, a portion of the City - Owned Property known as Market Garage, located at 25 Church Avenue, S.E., Roanoke, Virginia, and identified as an approximately 11,500 square foot portion of a connnercial /retail space within the Market Garage building, a portion of Air Rights above the Market Garage, and certain easements, all of which are a part of Official Tax Map No. 4015004 ( "Market Garage "), together with certain other easements on City -owned parcels abutting the Market Garage, such other parcels are situated at 106 Franklin Road, S.E., Official Tax Map No. 4015003 ( "Adjacent Parcel "), and 13 Church Avenue, S.E., Official Tax Map No. 4011706 ( "Fire House Parcel'), upon certain conditions; authorizing the City Manager to execute such father documents and take such further actions as may be necessary to accomplish the above matters; reordaining Ordinance No. 39485- 082012 adopted August 20, 2012, only to the extent not inconsistent with this Ordinance; providing for an effective date; and dispensing with the second reading by title of this Ordinance. WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 39485- 082012, adopted on August 20, 2012, in which the Council approved the terms of a Sales Contract between the City and South Convnonwealth Partners, LLC, pursuant to which Sales Contract the City agreed to sell a portion of City -Owned property located at 25 Church Avenue, S.E„ Ordinance Amending Contract with South Commonwealth Partners 12 16 13 Roanoke, Virginia, consisting of an approximately 11,500 square foot portion of commercial retail space within the Market Garage and a portion of Air Rights located above the Market Garage, along with certain easements within the Market Garage; WHEREAS, the City and South Commonwealth Partners, LLC, executed the Sales Contract which was dated August 29, 2012; WHEREAS, the City and South Commonwealth Partners, LLC, executed an Amendment No. 1 to the Sales Contract dated July 29, 2013, under which the City and South Commonwealth Partners, LLC, extended the term of the Sales Contract to December 31, 2013; WHEREAS, the City and South Commonwealth Partners, LLC, have negotiated changes to the Sales Contract and desire to amend, restate, and replace the Sales Contract with the First Amended and Restated Contract for Sale of Real Estate (Amended Sale Contract), which includes provisions for certain other easements; WHEREAS, the Council, after proper advertisement, held a public hearing on the above matters on December 16, 2013, pursuant to Sections 15.2 -1800 and 15.2 -1813, and 15.2 -2030 and 15.2 -2204, Code of Virginia (1950), as amended, at which hearing all parties and interested entities were afforded the opportunity to be heard on the above matters; and WHEREAS, after closing the public hearing, Council believes the sale of such property will benefit the City and its citizens. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: 1. City Council hereby approves the terms of the Amended Sale Contract as set forth in the City Council Agenda Report dated December 16, 2013, which Amended Sale Contract amends, restates, and replaces the Sales Contract approved by City Council by Ordinance No. 39485 - 082012, and provides for certain undertakings and obligations by South Commonwealth Ordinance Amending Contract with South COnvnOnwealth Partners 12 16 13 Partners, LLC, as well as certain undertakings and obligations by the City. City Council farther finds that the sale of such property together with the necessary easements, as set forth in such City Council Agenda Report, will be of economic benefit to the City and its citizens. 2. The City Manager is hereby authorized on behalf of the City to execute, deliver, and perform the Amended Sale Contract to sell to South Commonwealth Partners, LLC, a portion of certain City -owned property located at 25 Church Avenue, S.E., Roanoke, Virginia, and identified as an approximately 11,500 square foot portion of a commercial /retail space within the Market Garage Building, a portion of the Air Rights located above the Market Garage, and certain easements within the Market Garage, and certain other easements on the Adjacent Parcel and the Fire House Parcel, all upon certain terms and conditions as set forth in the Amended Sale Contract attached to the City Council Agenda Report dated December 16, 2013. Such Amended Sale Contract is to be substantially similar to the one attached to such Report, and in a form approved by the City Attorney. The purchase price to be paid to the City is $800,000. 3. The City Manager is further authorized to negotiate, execute, deliver, and implement such further documents and agreements and take such further actions as may be necessary to implement, administer, and enforce such Amended Sale Contract, and to negotiate, execute, deliver, and implement any other agreements or documents related to this matter, which may include, but which are not limited to: (a) Deed of Sale; (b) Condominium documents and assignment of rights under such condominium documents including, without limitation, the assignment of "special declarant rights" as defined in Section 55- 79.41, Code of Virginia (1950), as amended, and subject to the City Utility Service Easement; (c) Parking Agreement; (d) A development, construction, maintenance, and operation agreement; Ordinance Amending Contract with South Commonwealth Partners 12 16 13 (c) One or more grant performance agreements which may include the Economic Development Authority of the City of Roanoke, Virginia, (EDA) as a party; (f) Documents related to the refinancing of the tax - exempt obligations identified in the City Council Agenda Report; (g) Documents related to the collateral assignment of certain rights of South Commonwealth Partners, LLC, to its lender; (h) Extension or modification documents; and/or (i) Such other documents as the City Manager deems appropriate. 4. The form of the other documents referred to above and in the above mentioned City Council Agenda Report are to be approved as to form by the City Attorney. 5. Ordinance No. 39485- 082012, adopted August 20, 2012, is hereby reordained to the extent that such Ordinance is not inconsistent with this Ordinance. In the event of any inconsistency, the provisions of this Ordinance shall control. 6. Pursuant to the provisions of Section 12 of the City Charter, the second reading by title of this Ordinance is hereby dispensed with. 7. This Ordinance is effective as of the date of its passage. ATTEST: A4'�"rn we', City Cleric. Ordinance Amending Contract with South Commonwealth Partners 12 16 13 �l COUNCIL CITY AGENDA • X To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Authorization to Execute, Deliver, and Perform an Amended and Restated Contract for Sale of Real Estate with South Commonwealth Partners, LLC, as It Pertains to the Sale of a Portion of City -Owned Property Located at 25 Church Avenue, S.E. (Market Garage) and to the Grant of Easements and Other Rights on Portions of the Market Garage and Other City -Owned Properties Abutting the Market Garage Background: On August 20, 2012, City Council adopted Ordinance 39485 - 082012 that authorized the City Manager to execute, deliver, and perform a Contract for Sale of Real Estate with South Commonwealth Partners, LLC, (Buyer) for the sale to the Buyer of an approximately 11,500 square foot portion of the City Market Garage (Garage), as well as a portion of the air rights above the Market Garage, and all necessary easements located at 25 Church Avenue, S.E., (a portion of Official Tax Map No. 4015004) for $800,000 (Original Sale Contract). The Original Sale Contract was executed on August 29, 2012. Buyer intended to convert the 9,689 square feet of vacant first floor retail space as well as an additional 1,811 square feet in the Garage for use as a full- service hotel lobby and hotel - related support operations. Buyer also intended to construct a hotel with at least 123 rooms and not more than 130 rooms on top of the existing Garage. The City and Buyer later executed an Amendment No. 1 to the Original Sale Contract dated July 29, 2013, under which the City and South Commonwealth Partners, LLC, extended the term of the Original Sale Contract to December 31, 2013. The Original Sale Contract also provided Buyer with the opportunity for a grant in the amount of up to $350,000 to address concerns with the cost of bringing utilities through the Market Garage and up to the hotel to be constructed on top of the Market Garage. The City and Buyer have since had extensive discussions concerning construction of the hotel, resulting in a series of contracts and agreements that will govern the design, construction, and subsequent operations of Buyer's hotel. These additional agreements include a Performance Agreement for Hotel Development, Construction, Operation and Maintenance (Hotel Performance Agreement) that will govern operations by and between the parties after the hotel opens, as well as a Parking Agreement and agreements regarding easements required for the operation of the hotel to be included in the bid process. The easements will encumber portions of the Market Garage, City -Owned property located at 106 Franklin Road, S.E. (Official Tax Map No. 401 5003), and a portion of City -Owned property located at 13 Church Avenue, S.E. (Official Tax Map No. 4011706). In addition, Buyer reviewed its costs for construction of the hotel and requested some additional opportunities for grants to address some unique challenges presented by the construction of a hotel on top of an existing and operating parking garage. As a result of these discussions, the City and Buyer desire to amend, restate, and replace the Original Sale Contract, as amended by Amendment No.l, with an Amended and Restated Contract for Sale of Real Estate (Amended Sale Contract). The Amended Sale Contract includes provisions with respect to the additional easements, parking and traffic flow within the Market Garage, and additional opportunities for grants from the Economic Development Authority of the City of Roanoke, Virginia (EDA). The Amended Sale Contract provides for the extension of the closing to December 31, 2013, with the ability of Buyer to extend the closing date for an additional 60 days. A copy of such proposed Amended Sale Contract is attached to this report. Considerations: The proposed Amended Sale Contract sets forth additional terms and conditions relevant to the sale, including, but not limited to, the following: Parking and traffic flow within the Garage will be reconfigured to accommodate the size and location of Buyer's elevator shaft and other improvements to be made by Buyer within the Market Garage. The Purchase Price of $800,000 includes the value of the loss of two parking spaces on each floor of the Garage, for a maximum of twelve (12) parking spaces in total. This amount represents an increase from the five (5) spaces allotted in the Original Sale Contract and is attributable to the larger dimensions and changed location of Buyer's elevator than had been anticipated during negotiations of the Original Sale Contract. Traffic flow on the five lower levels of the Garage may also be converted to one -way in order to accommodate this unanticipated change. Buyer will still be required to pay an additional Seven Thousand Five Hundred Dollars ($7,500) plus the actual cost incurred by the City in connection with granting any easements for each additional parking space that may be lost to vertical easements for utility, installation of other improvements, or vehicle circulation purposes. 2. The inclusion of additional easements on abutting City -Owned properties to accommodate operation of the Buyer's hotel. While the Original Sale Contract provided for necessary easements within the Garage and Air Rights for Buyer to construct and operate the hotel, ongoing discussions between the City and Buyer revealed the need for additional easements on adjacent properties. These additional easements include, but are not limited to, the installation and operation of a dumpster at the rear of Old Fire Station Number One located at 13 Church Avenue, S.E. (Official Tax Map No. 4011706), and certain easements for access, utilities, and other improvements on portions of the City -Owned property at 106 Franklin Road, S.E. (Official Tax Map No. 4015003). The Amended Sale Agreement also contemplates granting Buyer temporary construction easements on portions of the Market Garage and the City -owned properties at 106 Franklin Road, S.E. and 13 Church Avenue, S.E. l 3. Buyer will seek increased grants from City and the EDA. Discussions with Buyer revealed the need for additional incentives to assure the financial feasibility of the project. To address this concern, Buyer will be permitted to seek the following: a. Grants from the EDA of up to $700,000 for construction and /or installation of specific items directly related to upfitting the Garage in the form of a Performance Agreement Regarding Construction Period Economic Development Grant (Construction Grant Agreement) (the details of which Construction Grant Agreement are set forth in a separate City Council Agenda Report dated December 16, 2013, regarding the Construction Grant Agreement). The grants under the Construction Grant Agreement will be tied directly to Buyer reaching specific spending milestones over the course of construction; and b. Grants from the EDA of up to $1,500,000 following completion of construction to recover a portion of the costs incurred to make structural improvements to the Market Garage in the form of a Performance Agreement Regarding Operation Period Economic Development Grant (Operation Grant Agreement) (the details of which are set forth in a separate City Council Agenda Report dated December 16, 2013, regarding the Operation Grant Agreement). The amount of the grants will be equal to fifty percent (50 %) of the designated revenue actually received by the City during the preceding grant year from real estate taxes and the non - dedicated portion of transient occupancy taxes generated by the Hotel Project. The grants under the Operation Grant Agreement are based on (i) timely completion of the project; (ii) properly verified expenditures; and (iii) the City receiving minimum levels of tax revenues from real estate taxes and the non - dedicated transient occupancy taxes generated by the hotel project. The Amended Sale Contract provides that the Closing will occur on or before December 31, 2013, but allows Buyer to extend the closing for sixty (60) days. The sale contemplated by the Amended Sale Contract will require the refinancing of approximately $6 million in tax - exempt, general obligation bonds and replacing them with taxable bonds at an estimated cost of $80,000 per year through fiscal year 2032, based on current market conditions. The proceeds from the sale of real property and the local taxes to be generated by this development project should offset the cost of this refinancing. The City will undertake its refinancing in accordance with applicable regulations following the closing on the sale contemplated by the Amended Sale Contract. The sale of City -Owned property requires public notice and a public hearing. The public notice has been properly advertised and the public hearing is scheduled to be held at Council's meeting on Monday, December 16, 2013. 0 Recommended Action: Absent comments at the public hearing needing further consideration, approve the terms of the Amended Sale Contract between the City and South Commonwealth Partners, LLC, as set forth in the attachment to this report. Authorize the City Manager to execute, deliver, and perform an Amended Sale Contract between the City and South Commonwealth Partners, LLC, substantially similar to the one attached in this report. Such Amended Sale Contract is to be approved as to form by the City Attorney. Authorize the City Manager to negotiate and execute such further documents and take such further actions as may be necessary to implement, administer, and enforce such Amended Sale Contract, and to negotiate and execute any other agreements and documents relating to this matter, to be approved as to form by the City Attorney, which may include, but are not limited to: (a) Deed of Sale; (b) Condominium documents and assignment of rights under such condominium documents including, without limitation, the assignment of "special declarant rights" as defined in Section 55- 79.41, Code of Virginia (1950), as amended, and subject to the City Utility Service Easement; (c) Parking Agreement; (d) The Hotel Performance Agreement; (e) One or more grant performance agreements which may include the EDA as a party; (f) Documents related to the refinancing of the tax - exempt obligations identified in the City Council Agenda Report; (g) Documents related to the collateral assignment of certain rights of South Commonwealth Partners, LLC, to its lender; (h) Extension or modification documents; and /or (i) Such other documents as the City Manager deems appropriate. Reordain Ordinance No. 39485 - 082013 to the extent that Ordinance No. 39485- 082013 does not conflict or is inconsistent with the ordinance enacted by City Council pursVant to this City Council Agenda Report. Christopher P. Morrill City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Susan S. Lower, Director, Real Estate Valuation Wayne F. Bowers, Director, Economic Development Marc B. Nelson, Special Projects Coordinator, Economic Development El DRAFT 12/02/2013 FIRST AMENDED AND RESTATED CONTRACT FOR SALE OF REAL ESTATE This FIRST AMENDED AND RESTATED CONTRACT FOR SALE OF REAL ESTATE ( "First Amended Sale Contract ") is made and entered into this day of 2013, ( "Effective Date "), by and between South Commonwealth Partners, LLC, a South Carolina Limited Liability Company and/or assigns (hereinafter "Buyer" or "SCP ") and The City of Roanoke, Virginia (hereinafter "Seller" or "City "), and is deemed entered into by the parties in the City of Roanoke, Virginia. RECITALS WHEREAS, the Seller and Buyer entered into a Letter of Intent dated November 22, 2011, as extended; WHEREAS, the Seller and Buyer entered into a Contract for Sale of Real Estate dated August 29, 2012 ( "Original Contract "), which was authorized by Ordinance No. 39485- 082012, that provided for the Seller to sell and the Buyer to purchase from the Seller certain Property and Easements as defined in such Original Contract, which included certain Air Rights, a Condominium Unit or Units, and certain Easements as referred to in such Original Contract, all as more fully described in such Original Contract and subject to certain terms and conditions in such Original Contract; WHEREAS, the Seller and Buyer entered into an Amendment No. 1, dated July 29, 2013, to the Original Contract, whereby such Parties agreed to further extend the date for Closing of the transaction provided for by the Original Contract to on or before December 31, 2013, which extension was within the scope of Ordinance No. 39485- 082012 authorizing such Original Contract; WHEREAS, Buyer has proposed to construct at 25 Church Avenue, S.E., in the City, a Hampton Inn & Suites Hotel, with at least 123 rooms, and not more than 130 rooms (the "Facility" or "Hotel "); WHEREAS, the construction of the Facility will involve the construction of the main part of the Facility with the rooms on top of the City's Market Garage together with Condominium Unit or Units within the current Garage structure, along with the need for various Easements to support such activities, all as further set forth in the First Amended Sale Contract ( "Project "); WHEREAS, the City recognizes that construction of the Project will require significant costs for site development due to the Project being constructed on top of, within, and connected to the City's existing Market Garage ( "Market Garage "); WHEREAS, Buyer has requested economic assistance from the City and the Economic Development Authority of the City of Roanoke, Virginia, ( "EDA "), to assist with the cost of structural improvements to the Market Garage necessary to support construction of the Facility, which work will be done by Buyer through the use of easements from the City; Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 DRAFT 12/02/2013 WHEREAS, the City and the EDA desire that development of the Project proceed and have determined such Project will promote economic development within the City and within the Roanoke Region. Such Project will provide additional tax revenue and services to benefit the citizens of the City and the Roanoke Region; and WHEREAS, the Seller and Buyer now want to reduce to writing the amendments, modifications, and changes to the Original Contract which have been agreed to by the Parties. NOW, THEREFORE, the Seller and Buyer, in consideration of the promises and obligations as contained in the Original Contract and the above Recitals, which Recitals are incorporated herein and made a part of this First Amended Sale Contract, and as set forth in this First Amended Sale Contract, mutually agree that the Earnest Money, as defined herein, paid herewith and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase from Seller the Property and the Easements as defined in Section 1 below on the terms and conditions set forth herein. PREAMBLE: This First Amended Sale Contract amends, restates, and replaces the Original Contract, as amended, as of the Effective Date. 1. Description of Property and Easements. (a) The real property which is the subject of this First Amended Sale Contract includes the following: (i) the commercial /retail space within the City's Market Garage located at 25 Church Avenue, SE in the City of Roanoke , Virginia containing approximately 11,500 square feet, as shown on Schedule A attached hereto, which is to be converted into a commercial condominium acceptable to Buyer and Seller (the "Condominium "); (ii) the air rights above the City's Market Garage within the area approximately located vertically between the horizontal plane defined vertically by a point at elevation 1010 (feet) above mean sea level (the lower limit) and the horizontal plane defined vertically by a point at elevation 1070 (feet) above mean sea level (the upper limit) and located above the ground lying within the boundaries of the City's Market Garage (the "Air Rights "): (iii) The Condominium and the Air Rights are collectively referred to herein as the "Property ": (iv) all necessary easements to enable the Buyer to construct and operate the Hotel, which easements shall be determined and agreed Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 DRAFT 12/02/2013 upon by Buyer and Seller during the Due Diligence Period, as defined below, as the same may be extended, and which easements may be located within the Market Garage or on property of the City adjacent to the Market Garage (the "Easements "). Buyer acknowledges that the Easements granted by the Seller associated with the Air Rights may only be granted for a period of sixty (60) years and for all other Easements the time limitation is 40 years. (v) for additional consideration of one hundred dollars ($100) paid by Buyer at Closing Seller will grant to Buyer a first option to purchase the City's Market Garage, which option will be coterminous with the duration of the longest easement rights granted in subsection 1(a)(iv) and which will be recorded in the real property records. The option will allow the Buyer an opportunity to purchase the City's Market Garage for an amount equal to and subject to the terms presented in any offer tendered to the City by a third party, subject to City Council approval at such time and any public hearing required by law. Purchase Price. The purchase price of the Property shall be Eight Hundred Thousand Dollars ($800,000). Seller acknowledges that the $800,000 purchase price includes the value of the loss of two parking spaces on each floor of the City's Market Garage for a maximum of twelve (12) parking spaces in total in connection with the Easement to be granted by Seller to Buyer for Buyer's elevator. Should additional parking spaces be needed by Buyer in connection with its elevator or any other requested easement, Buyer shall pay an additional Seven Thousand Five Hundred ($7,500) (the "Supplemental Payment ") for each parking space that can no longer be used by Seller, plus the actual cost the Seller incurs in connection with granting any of the Easements, and shall be paid by the Buyer as follows: (i) Buyer has deposited with Escrow Agent One Hundred Thousand ($100,000) dollars (the "Earnest Money ") on December 8, 2011. (ii) The balance of the $800,000 purchase price for the Property and the Easements shall be paid by Buyer to Seller in cash or electronically wired funds at the time of the closing, subject to any prorations and adjustments provided for in this First Amended Sale Contract. (iii) The Supplemental Payment, if any, shall be paid by Buyer to Seller upon completion of the development and prior to issuance of the final certificate of occupancy. 3. Due Diligence. (a) Buyer has a Due Diligence Period commencing on the Effective Date of this Agreement and ending on December 20, 2013, (the "Due Diligence Period "). The Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 DRAFT 12/02/2013 Earnest Money will be refundable to Buyer for any reason or no reason if Buyer elects to terminate this First Amended Sale Contract during the Due Diligence Period. During the Due Diligence Period, Buyer, its authorized agents and employees, as well as others authorized by Buyer, shall have full and complete access to the City's Market Garage and the adjacent property owned by the Seller, at any time and from time to time during normal business hours to make such marketing, financial, surveying, architectural, engineering, topographical, geological, soil, subsurface, environmental, water drainage, and traffic studies and any other audits, investigations, inspection, evaluations, studies, tests, borings, and measurements as Buyer deems necessary or advisable, so long as the same do not result in any material adverse change to the physical characteristics of the City's Market Garage, including, but not limited to, taking of any sample of concrete, brick or other materials without the Seller's prior consent. Buyer shall promptly provide Seller with copies of any and all documents generated in connection with any investigations by Buyer, or on its behalf, as described in the preceding sentence. Seller agrees to have all utilities in service and in operation so as to facilitate Buyer's inspection. Buyer agrees to repair and replace any and all damage to the City's Market Garage or adjacent property caused by Buyer, its employees or agents, and Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, costs, expenses and liabilities, including reasonable attorney's fees, arising out of or by reason of the investigations conducted by Buyer or Buyer's agent(s) at the City's Market Garage and/or the adjacent property owned by the Seller. Buyer's obligations as set forth in the preceding sentence shall survive expiration and /or termination of this First Amended Sale Contract. (b) Notwithstanding the foregoing, prior to entering the City's Market Garage, Buyer shall, at its sole expense, shall obtain and maintain, and ensure that its contractors or representatives have obtained and shall maintain, the insurance set forth below. The following policies and coverages are required: (i) Commercial General Liabilitv. Commercial General Liability insurance, written on an occurrence basis, shall insure against all claims, loss, cost, damage, expense or liability from loss of life or damage or injury to persons or property arising out of Buyer's acts or omissions. The minimum limits of liability for this coverage shall be $1,000,000 combined single limit for any one occurrence. (ii) Contractual Liabilitv. Broad form Contractual Liability insurance shall include the indemnification obligation set forth above. (iii) Workers' Compensation. Workers' Compensation insurance covering Buyer's statutory obligation under the laws of the Commonwealth of Virginia and Employer's Liability insurance shall be maintained for all its employees engaged in work under this Section 3. Minimum limits of liability for Employer's Liability shall be $100,000 bodily injury by Amended and Restated Contract for Sale of Markel Garage South Commonwealth Partners 12 2 13 4 DRAFT 12/02/2013 accident each occurrence; $500,000 bodily injury by disease (policy limit); and $100,000 bodily injury by disease (each employee). With respect to Workers' Compensation coverage, the insurance company shall waive rights of subrogation against the Seller, its officers, employees, agents, volunteers and representatives. (iv) Automobile Liability. The minimum limit of liability for Automobile Liability Insurance shall be $1,000,000 combined single limit applicable to owned or non -owned vehicles used in the performance of any work under this Section and shall be written on an occurrence basis. (c) The insurance coverages and amounts set forth above may be met by an umbrella liability policy following the form of the underlying primary coverage in a minimum amount of $1,000,000. Should an umbrella liability insurance coverage policy be used, such coverage shall be accompanied by a certificate of endorsement stating that it applies to the specific policy numbers indicated for the insurance providing the coverages required above and it is further agreed that such statement shall be made a part of the certificate of insurance furnished by Buyer to the Seller. (d) All insurance shall also meet the following requirements, unless otherwise agreed to by the City's Risk Manager: (i) Buyer shall furnish the Seller a certificate or certificates of insurance showing the type, amount, effective dates and date of expiration of the policies. All such insurance shall be primary and noncontributory to any insurance or self - insurance the Seller may have. Certificates of insurance shall include any insurance deductibles. (ii) Buyer shall notify Seller in writing within five (5) days if any of the insurance coverages or policies are canceled or materially altered and Buyer shall immediately replace such coverages and policies and provide documentation of such to the Seller. (iii) The required coverages and policies of insurance shall name the City of Roanoke, its officers, employees, agents, volunteers, and representatives as additional insureds, and the certificates of insurance shall show if such insurance provides such coverages. (iv) Where waiver of subrogation is required with respect to any policy of insurance required under this Section, such waiver shall be specified on the certificate of insurance. (v) Insurance coverage shall be in a form and with an insurance company approved by the Seller, which approval shall not be withheld Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 5 DRAFT 12/02/2013 unreasonably. Any insurance company providing coverage under Section 3 shall be authorized to do business in the Commonwealth of Virginia. (e) Buyer, its officers, agents, employees, contractors, subcontractors, licensees, designees, representatives and consultants, shall at all times comply with all applicable federal, state, and local laws, rules, and regulations while accessing the City's Market Garage. 4. Closing. (a) Closing of the transaction herein provided shall be held on or before December 31, 2013, at the offices of the City Attorney or at another location agreed upon by the Parties in Roanoke, Virginia. This date may be further extended by mutual agreement of the Parties in writing for an additional 60 days alter the date set forth in this Section 4(a). (b) Buyer shall designate the specific date for the Closing in writing to Seller at least ten (10) days in advance thereof ( "Notice of Closing Date "). (c) In the event that Buyer fails to provide the Notice of Closing Date in a timely manner to satisfy the requirements of Section 4(b) hereof, either Party shall have the right to terminate this First Amended Sale Contract by providing written notice to the other and in such event the Earnest Money shall be returned to Buyer. S. Preparation of Condominium Documents and Survey. (a) Seller provided to Buyer for approval the necessary condominium documents to create the Condominium and such documents shall be recorded immediately prior to recording the deed. Buyer has provided, at Buyer's expense, Seller with (i) a survey identifying the upper and lower boundaries of the Air Rights and the space to be included in the Condominium; and (ii) a plan that identifies the approximate size and location of the Easements. The survey and plan are the basis for preparing the legal description to be used in the deed conveying title to the Air Rights and conveying the Easements to Buyer. The condominium documents shall establish the boundaries of the Condominium to be used in the deed conveying the Condominium to the Buyer. (b) Buyer agrees that, following the Closing, and prior to the issuance of a final certificate of occupancy for the Facility to be constructed within the Property and Easements, Buyer shall provide Seller with field verified, sealed surveyor's plats showing the final location and extent of all Easements granted to Buyer pursuant to this First Amended Sale Contract, or any of the other documents for this Project, (the "Surveyor's Easement Plats "). The Surveyor's Easement Plats (i) shall include accurate dimensions and references to the Property boundary of the servient property for the areas of all Easements to be granted to Buyer by Seller; Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 tj DRAFT 12/02/2013 (ii) shall be certified and sealed by a surveyor licensed in the Commonwealth of Virginia; and (iii) shall be in a form suitable for recording in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia. Buyer shall be responsible for and pay all costs and expenses related to the preparation, completion, delivery, and recordation of the Surveyor's Easement Plats. 6. Title. (a) The Seller shall grant the Easements in good, marketable, and insurable form. The Seller shall deliver good, marketable, and insurable fee simple title to the Property by special warranty deed, free and clear of all liens and encumbrances except for: (a) taxes for the year in which Closing occurs; (b) presently existing easements, covenants, and restrictions of record which do not materially and adversely affect the Buyer's intended use of the Property; and (c) any other matters approved by Buyer. For the purposes of this First Amended Sale Contract, the term "insurable title" means title that a title insurance company acceptable to Buyer ( "Title Company ") is willing to insure by issuing to Buyer a commitment for an American Land Title Association ( "ALTA ") owner's insurance policy in the amount of the purchase price, at standard rates, insuring the Buyer's title to the Property, without exception other than those mentioned above. If Seller is unable to deliver good, marketable and insurable fee simple title by special warranty deed to the Property at Closing, Buyer may terminate this First Amended Sale Contract and the Earnest Money will be returned to Buyer, it being acknowledged and agreed that Seller's failure to convey the same shall not be deemed an event of default by Seller under this First Amended Sale Contract. The Easements shall be included in the deed conveying the Property and shall be granted by special warranty. (b) Buyer represents and certifies that it has examined title to the Property to be sold pursuant to this First Amended Sale Contract and has no objections to title and accepts title to such Property in its current status. Settlement Obligations of the Parties. The cost of any title examination and recording taxes payable in connection with the recording of the Deed and costs for all applicable public hearing advertisements shall be paid by Buyer. Other Settlement costs shall be charged as is customary in Virginia. Each party shall be responsible for costs normally paid by Seller and Buyer respectively and each party shall be responsible for any other fees charged to them, as agreed upon by them or their attorneys. 8. Contingencies: If any of the following contingencies have not been met by the end of the Due Diligence Period through no fault of the Buyer, the Due Diligence Period may be further extended by Buyer for a period of time not to exceed sixty (60) days. (a) Approval or authorization by City Council of: (i) Parking Agreement acceptable to Buyer and Seller; Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 DRAFT 12/0212013 (ii) Performance Agreement Regarding Construction Period Economic Development Grant acceptable to Buyer, Seller, and the Economic Development Authority of the City of Roanoke, Virginia (EDA), which includes the appropriation of grant funds in the amount of $700,000 on terms and conditions satisfactory to Buyer, Seller, and the EDA (the "EDA Construction Grant "); (iii) Performance Agreement for Hotel Development, Construction, Operation, and Maintenance by and between the City of Roanoke, Virginia and South Commonwealth Partners, LLC acceptable to Buyer and Seller with respect to the development, construction, operation, and maintenance of the hotel (the "Hotel Performance Agreement "); (iv) Performance Agreement Regarding Operation Period Economic Development Grant acceptable to Buyer, Seller, and the EDA, which includes future grant funds with respect to the provision of a grant based on an amount equal to a certain percentage of certain tax revenues actually received by the City from the Hotel Project after completion of construction for a period of six (6) years or up to a certain dollar amount, whichever occurs first, following issuance of a final certificate of occupancy for the Hotel (the "EDA Operation Grant "); (b) Approval or authorization by the EDA of: (i) The EDA Construction Grant documents; and (ii) The EDA Operation Grant documents. (c) Agreement of the parties on the condominium documents and the creation of the Condominium; (d) Procurement by Buyer in a timely manner of all necessary permits and approvals required to construct the proposed hotel; and (e) Commitment for financing the construction of the proposed hotel in the amount of at least $12,000,000 from a lender on reasonable and customary business terms and conditions, satisfactory to Buyer. If the conditions set forth in this Section 8 cannot be satisfied within the period(s) set forth in the first sentence of this Section 8, then either party shall have the right to terminate this First Amended Sale Contract by providing written notice to the other and in such event the Earnest Money shall be returned to Buyer. 9. Compliance with Laws. The Parties agree to comply with applicable federal, state, and local laws, ordinances, and regulations in connection with this First Amended Sale Contract, including applicable requirements regarding the easements and contingencies referred to in this First Amended Sale Contract. 10. Documents and Records Furnished by Seller and Non - Disclosure. Buyer acknowledges and agrees that Seller has delivered to Buyer copies of the following documents that are in Seller's possession or control and pertain to the City's Market Garage: existing plats of Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 DRAFT 12/02/2013 survey; most recent tax receipts; title insurance policies; property and liability insurance information; information relating to the condemnation of any portion of the City's Market Garage; and any other information pertaining to the ownership or operation of the City's Market Garage which Buyer requests. If Buyer terminates this First Amended Sale Contract before the end of the Due Diligence Period or any extension thereof, Buyer will return to Seller all documents furnished by Seller pursuant to this section. Buyer agrees that it shall not disclose to any third party any information or documents provided by Seller to Buyer. Notwithstanding the foregoing, Buyer may disclose such information and documentation to Buyer's attorneys, accountants and other parties assisting Buyer in connection with the purchase of the Property and the Easement. 11. Seller's and Buyer's Warranties and Representations. (a) Seller covenants, represents and warrants as follows: (i) Seller has good, marketable and insurable fee simple title to the real property on which the City's Market Garage is located and can grant the Easements in a good, marketable and insurable form. (ii) Subsequent to the signing of this First Amended Sale Contract by both parties hereto, Seller will not take any action or otherwise permit any change in the status of the title to the Property prior or subsequent to the Closing, without first giving written notice to Buyer. (iii) The individual(s) who have executed this First Amended Sale Contract as Seller or on behalf of the Seller have the full right and authority to do so, having obtained all consents to enter into and perform this First Amended Sale Contract and to sell the Property on the terms set forth in this First Amended Sale Contract. (iv) The Seller has no knowledge of any threatened condemnation, eminent domain proceedings, action, suit, administrative proceeding, judgment, bankruptcy, lien execution, or proceeding pending or threatened against or affecting the Property or the Seller, which if adversely determined or continued might have an adverse effect upon the Property or upon the Seller's ability to perform its obligations under this First Amended Sale Contract and Seller has no knowledge or notice of any violation or alleged violation of any applicable law, ordinance or regulation by or with respect to the Property or the Easements. (v) From the Effective Date until Closing, Seller immediately will notify Buyer of any fact, event, or occurrence, for which Seller has actual knowledge, that has a material effect on the Property or which renders any representation or warranty made by Seller in this First Amended Sale Contract incorrect or misleading in any respect, including, but not limited, to fire or other casualty loss, receipt of notice of condemnation or threat of Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 DRAFT 12/02/2013 condemnation, or violation of any health, safety, fire, environmental, or zoning law, code, regulation, or ordinance, and Seller promptly will send to Buyer copies of any notices. (vi) To the best of Seller's knowledge, water, electricity, telephone, natural gas and sanitary sewer are available in the area around the City's Market Garage; provided that Buyer shall be deemed to have waived any such lack of the availability of these utilities if Buyer elects not to terminate this First Amended Sale Contract prior to the expiration of the Due Diligence Period, as the same may be extended. (vii) For purposes of this Agreement the words "to the best of Seller's knowledge ", "for which Seller has actual knowledge" or words of like import shall mean the actual knowledge of the City Manager limited to those representations and warranties of Seller set forth in subsections I1(a)(iv) and 11(a)(v). (viii) Seller's representation and warranties set forth in subsections 11(a)(iv) and II(a)(v) shall survive closing and delivery of the deed for a period of six (6) months. (b) Buyer covenants, represents and warrants as follows as of the Closing Date: (i) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of South Carolina and Buyer has been authorized by the Virginia State Corporation Commission to transact business in Virginia. (ii) Buyer has full power and authority to enter into, execute and deliver this First Amended Sale Contract and to consummate the transactions contemplated hereby and any instruments or agreements required herein. (iii) This First Amended Sale Contract has been duly and validly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer according to its terms, and has been duly authorized by the members of Buyer. (iv) At Closing Buyer shall deliver to Seller a written statement confirming that: (a) Buyer has had an ample time to inspect the City's Market Garage, the Property and the Easements; (b) Buyer is satisfied with the results of its inspections and the condition of the City's Market Garage, the Property and the Easement; (c) Buyer is purchasing the Property and the Easements in an "AS IS" condition and Seller has no obligation to make any changes to the City's Market Garage or the adjacent property owned by the Seller; (d) except for the representations and warranties of Seller set forth in subsections 11(a)(iv) and 11(a)(v), Buyer is not relying on any Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 E DRAFT 12/02/2013 representation or warranty of Seller regarding the City's Market Garage, the Property or the Easements, and (e) Buyer has solely determined that the City's Market Garage, the Property and the Easements are satisfactory for Buyer's intended use. 12. Closing Documents. At the Closing, Seller shall deliver to Buyer the following: (a) A duly executed special warranty deed conveying marketable and insurable fee simple title to the Property as set forth above together with the Easements in marketable and insurable form; (b) Any documents that Buyer's counsel may determine are necessary to assign any Easements, licenses, or permits relating to the use of the Property; (c) Such written evidence of authority to execute and deliver the deed and such reasonable owner's affidavit regarding the payment of bills for labor and materials rendered for improvements on the Property as may reasonably be required by the Buyer's title insurance company in order to issue the owners policy and to insure the title without exception for unfilled mechanics' and materialmens' liens and without exceptions for rights of possession in any third party. (d) A duly executed "non- foreign person" affidavit as required by the Internal Revenue Service with respect to the sale of real property. 13. Taxes. Because Seller is not required to pay any real estate taxes, at Closing Buyer shall become responsible for the payment of all real property taxes arising in connection with the ownership of the Property from and after the Closing Date. 14. Closing Costs. The Buyer shall be responsible for the cost of any third party inspections ordered by the Buyer, the survey and the title insurance policy. The Seller shall be responsible for the cost of the deed preparation and the Grantor's tax, if any, and Buyer shall be responsible for all other filing fees and recording taxes in connection with the recordation of the special warranty deed. Each party shall be responsible for the fees of its own attorneys and for any other costs incurred by such party in connection with the closing of this transaction. 15. Remedies Upon Breach. In the event that the terms and conditions of this First Amended Sale Contract have been satisfied and Buyer does not purchase the Property and the Easements in accordance with the requirements of this First Amended Sale Contract within the time limits herein set forth, Seller may declare this First Amended Sale Contract cancelled in which event any Earnest Money held shall be forfeited and paid to Seller. Notwithstanding the termination of this First Amended Sale Contract by Seller, Buyer shall remain responsible for all obligations, if any, pursuant to Section 3 hereinabove. In the event of Seller's breach, and failure to cure the same within thirty (30) days following receipt of notice from Buyer, of any of the terms, conditions, Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 11 DRAFT 12/02/2013 warranties or representations hereof, the Buyer shall have the right to (a) immediately terminate this First Amended Sale Contract upon written notice to the Seller and receive back the full amount of the Earnest Money and upon return of the same the parties hereby shall have no further rights and obligations or liabilities to each other hereunder; (b) demand and compel by an action for specific performance or similar legal proceedings if necessary the immediate conveyance of the Property and Easements by Seller in compliance with the terms and conditions of this First Amended Sale Contract or (c) utilize any other remedies available to it under Virginia law and equity. 16. Governing Law and Venue. This First Amended Sale Contract shall be governed, interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any cause of action regarding the rights and duties of the parties must be brought in the Circuit Court or General District Court for the City of Roanoke Virginia and further agrees this First Amended Sale Contract is controlled by the laws of the Commonwealth of Virginia, with the exception of Virginia's conflict of law provisions which shall not apply, and that all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties further waive and agree not to assert in any such action, suit, or proceeding, that is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought in an inconvenient forum or that the venue of the action, suit, or proceeding is improper. 17. Time of Essence. Time is of the essence in the performance of the terns and conditions of this First Amended Sale Contract. If any date set forth in this First Amended Sale Contract should fall on a Saturday, Sunday, or legal holiday, compliance with any obligation or delivery due on that date will be deemed acceptable on the next business day following such Saturday, Sunday, or legal holiday. In this First Amended Sale Contract, the term "legal holiday" means any state or federal holiday for which financial institutions or post offices are generally closed in the Commonwealth of Virginia. In this First Amended Sale Contract, the term "business day" means any day other than a Saturday, Sunday, or legal holiday. Notwithstanding the foregoing, the word "day" or "days" used throughout this First Amended Sale Contract shall mean a calendar day. 18. Notices. All notices which are required hereunder to be in writing shall be effective with respect to the party who is to receive them as of the date on which such notice is (a) mailed in care of such party or their counsel in any United States Post Office by certified or registered mail, postage prepaid or (b) hand delivered by messenger, overnight service or otherwise to the office of the party or their counsel. The addresses for such notices are as follows: AS TO BUYER: South Commonwealth Partners, LLC c/o Windsor / Aughtry Company, Inc. Post Office Box 16449 Greenville, SC 29606 Attn: Paul C. `Bo" Aughtry, III WITH A COPY TO: J. Nathan Galbreath, Esq. 25 East Court Street Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 12 DRAFT 12/02/2013 Suite 201 Greenville, SC 29601 AND A COPY TO: Daniel F. Layman, Jr., Esq. 555 Professional Arts Building 30 Franklin Road, SW Roanoke, VA 24011 AS TO SELLER: City of Roanoke, Virginia Noel C. Taylor Municipal Building 215 Church Ave, SW, Room 364 Roanoke, VA 24011 Attn: City Manager WITH A COPY TO: City of Roanoke, Virginia Noel C. Taylor Municipal Building 215 Church Ave, SW, Room 464 Roanoke, VA 24011 Attn: City Attorney 19. Assignment of Buyer's Interest. Neither party may assign this First Amended Sale Contract without the written consent of the other except that Buyer may assign this First Amended Sale Contract to a business entity having substantially the same primary principal owners as the Buyer, but not otherwise, unless Buyer first secures the prior approval of the City Council by resolution. 20. Headings. The headings or captions set forth in this First Amended Sale Contract are for the convenience of the parties only, do not form a part of this First Amended Sale Contract, and are not to be considered a part of this First Amended Sale Contract for any purpose. 21. Entire Understanding. This First Amended Sale Contract, together with any exhibits or attachments, and all documents referenced herein constitutes the entire understanding and agreement between the parties. This First Amended Sale Contract shall not be modified or amended in any way except by written instrument executed by both parties. 22. Effective Date. The Effective Date of this First Amended Sale Contract shall be the date the First Amended Sale Contract is signed by both parties, and if both parties do not sign on the same date, the date on which it is signed by the last party to sign. 23. Binding Effect. This First Amended Sale Contract shall be binding on the parties and their successors and assigns. 24. Counterparts. This First Amended Sale Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 IN DRAFT 12/02/2013 25. Broker. Each Party warrants that it has had no dealings with any real estate Broker or agent regarding the purchase of the Property, and each party agrees to hold the other harmless from any claims for broker's commissions, finder's fee, referral fees, or claims from any party claiming by or through the indemnifying party. 26. Faith Based Organizations. Pursuant to Virginia Code Section 2.2.4343.1, be advised that the Seller does not discriminate against faith -based organizations. 27. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this First Amended Sale Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this First Amended Sale Contract. 28. Risk of Loss. Risk of Loss by fire or other casualty shall be upon Seller until Closing, except if such loss is the result of acts or omissions of the Buyer or Buyer's owners, employees, agents, contractors, or representatives, in which case such loss shall be Buyer's responsibility. Provided, however, if the City Market Property, or the improvements thereon, is substantially damaged or destroyed before Closing by such casualty, then either party may cancel this First Amended Sale Contract by giving the other party thirty (30) days written notice of such cancellation and neither party will have any further obligations to the other and Seller shall not be liable to the Buyer for any failure to deliver the Property to Buyer, including, but not limited to, any reimbursement of costs and expenses incurred by Buyer in connection with this First Amended Sale Contract or otherwise, provided the Earnest Money shall promptly be returned to Buyer. 29. Incentive Programs. Buyer acknowledges that the City has advised Buyer that certain development incentive programs maintained by the State or the City may be available to provide Buyer with incentives, reimbursements, or credits. Buyer acknowledges that funding under any such programs is subject to appropriation and, in some instances, subject to proration among qualified applicants for such funds. Buyer acknowledges and agrees that Buyer is solely responsible to apply for and pursue such State or local funding program opportunities. The City agrees to cooperate with Buyer in completing any applications through the City's Department of Economic Development when Buyer requests such assistance. Nothing in this section shall be construed as an assurance or commitment that Buyer will be eligible for and /or receive any such funding. [SIGNATURE PAGES AND SCHEDULE A ON FOLLOWING PAGES] Amended and Restated Contract for Sale of Market Garage South Commonwealth Partners 12 2 13 14 DRAFT 12/02/2013 IN WITNESS WHEREOF, Buyer and Seller have executed this First Amended Sale Contract by their authorized representatives. ATTEST: CITY OF ROANOKE, VIRGINIA By: City Clerk Christopher P. Morrill, City Manager (SEAL) WITNESS: South Commonwealth Partners, LLC Printed Name and Title Paul C. "Bo" Aughtry, 111, Managing Member Approved as to Form Approved as to Execution City Attorney City Attorney Appropriation and funds required for this Agreement are subject to future appropriation. 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' '- --- '—'-''' . •,:ki.;■ r-r--- -----.. - , .-2,. .. . ,.., . . „.... .-.. • 11.,-,-0, -----'' A„.. ---- i ..,_._. i i....„.....„ ....„ ..„ 1: .. .. . . . i , II*4411111100-l‘ 111 • ,, , bt so ;;0A ..-T jolt, ..*,, , ':',;." •;-iN't 4. ' • •• ..,„............", ,N, . The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times -------------------------------------------------+---------------- R. BRIAN TOWNSEND, ASSISTANT CIT ROOM 364 NOTICE OF PUBLIC 215 CHURCH AVENUE, S . W . , NEARINC ROANOKE VA 24011 Pursuant to the requirements of Sections 15.2- 1800.B and 15.2 -1813, and Sections REFERENCE: 88082141 15.2 -2030 and 15.2 -2204, 13495907 NOTICEOFPUBLICHEARTN State of Virginia City of Roanoke I, (the undersigned) an authorized representative of the Times -World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City /County of Roanoke, Commonwealth /State of Virginia. Sworn and subscribed before me this t` _Vay of Dec.2013. Witness my hand and official seal. otary Public PUBLISHED ON: 12/02 12/09 E rlF �,IS C� TOTAL COST: 678.96 FILED ON: 12/11/13 '�,v��ONiIT° VUF —--------------- - - - - -- 'T''---------- - - - - -- hur n a of Roanoke, as Seller, and South Commonwealth Partners, LLC, as Buyer, wherein the City proposes to sell certain air rights, condominium units, and easements to the Buyer for the de v e l a p m e n t, construction, and operation of a hotel facility consisting of at least 123 rooms and not more than 130 rooms. The City -owned properties sublect to the Sale )03 located at 106 kiln Road, S.E. cent Parcel), and lal Tax Map No. 706 located at 13 air rights, condominium units, and certain easements are located within the Market Garage Parcel, and certain easements are located within the Adjacent Parcel and the Fire House Parcel. A copy of the proposed Sale Agreement along with plans depicting City -owned properties will be available at the City Clark's Office, Room 456, Noel C. Taller Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011, on and after Monday, December 2, 2013. For further Information on the All parties and interested persons may appear on the above date and time to be heard on the shove matter. If you are a person with a disability who need accommodations for this hearing, please contact the City Clerk's Office at (640) 853 -2541, before 12:00 noon on Thursday, before the dale of the hearing listed above. Given under my hand this 26th day of November, 2013. Stephanie M. Moon, City Clerk (13495907) Authorized �— ` Signature: B'lling Services Representative I�0. NOTICE OF PUBLIC HEARING Pursuant to the requirements of Sections 15.2 - 1800.13 and 15.2 -1813, and Sections 15.2- 2030 and 15.2 -2204, Code of Virginia (1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a public hearing on December 16, 2013, at 7:00 p.m., or as soon thereafter as the matter may be heard, in the Council Chamber, 4th Floor, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011, on a proposed First Amended and Restated Contract for Sale of Real Estate (Sale Agreement) by and between the City of Roanoke, as Seller, and South Commonwealth Partners, LLC, as Buyer, wherein the City proposes to sell certain air rights, condominium units, and easements to the Buyer for the development, construction, and operation of a hotel facility consisting of at least 123 rooms and not more than 130 rooms. The City -owned properties subject to the Sale Agreement are Official Tax Map No. 4015004 located at 25 Church Avenue, S.E. (Market Garage Parcel), Official Tax Map No. 4015003 located at 106 Franklin Road, S.E. (Adjacent Parcel), and Official Tax Map No. 4011706 located at 13 Church Avenue, S.E. (Fire House Parcel). The certain air rights, condominium units, and certain easements are located within the Market Garage Parcel, and certain easements are located within the Adjacent Parcel and the Fire House Parcel. A copy of the proposed Sale Agreement along with plans depicting City -owned properties will be available at the City Clerk's Office, Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011, on and after Monday, December 2, 2013. For further information on the matter, you may contact the Office of the City Clerk at (540)853 -2541. All parties and interested persons may appear on the above date and time to be heard on the above matter. If you are a person with a disability who needs accommodations for this hearing, please contact the City Clerk's Office at (540) 853 -2541, before 12:00 noon on Thursday, before the date of the hearing listed above. Given under my hand this 26 day of November, 2013. Public Notice for I" Amended and Restated 1120 13 VA Stephanie M. Moon, City Clerk Note to Publisher: Please publish twice in the Roanoke Times, legal notices, once on Monday, December 2, 2013, and once on Monday, December 9, 2013. Please send bill to: R. Brian Townsend, Assistant City Manager For Community Development 215 Church Avenue, S.W., Room 364 Roanoke, Virginia, 24011 Public Notice tor 1° Amended and Restated 1120 13 VA Please send affidavit of publication to: Stephanie M. Moon, City Clerk 4th Floor, Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 456 Roanoke, Virginia, 24011 STEPHANIE M. MOON, MMC City Clerk Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540)853 -2541 Fax: (540)853 -1145 E-mail: derk@ronnokeva.guv December 17, 2013 JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk I am enclosing copy of Ordinance No. 39829 - 121613 accepting the bid of South Commonwealth Partners, LLC, a South Carolina limited liability company (Developer), to acquire, buy, execute, and accept certain easements on City -owned properties located at 25 Church Avenue, S. E., 106 Franklin Road, S. E., and 13 Church Avenue, S. E., as set forth in a Deed of Certain Air Rights, Deed of Condominium Unites, and Deed of Easements (Deed), upon certain terms and conditions; authorizing the City Manager to take such further actions and execute such further documents as may be necessary to implement, administer, and enforce such Deed and to accomplish such matters including the granting and sale of such easements and the sale of the Certain Air Rights and Condominium Units. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013, and is in full force and effect upon its passage. incerely, Step anie M. Moon, MMC City Clerk Enclosure pc: Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Wayne Bowers, Director, Economic Development el IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39829- 121613. AN ORDINANCE accepting the bid of South Commonwealth Partners, LLC, a South Carolina limited liability company (Developer), to acquire, buy, execute, and accept certain easements on City -owned properties identified as Official Tax Map Nos. 4015004 (25 Church Avenue, S.E.), 4015003 (106 Franklin Road, S.E.), and 4011706 (13 Church Avenue, S.E.), as set forth in a Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements (Deed), upon certain terms and conditions; authorizing the City Manager to execute such Deed; authorizing the City Manager to take such further actions and execute such further documents as may be necessary to implement, administer, and enforce such Deed and to accomplish such matters, including the granting and sale of such easements and the sale of the Certain Air Rights and Condominium Units; and dispensing with the second reading by title of this Ordinance. WHEREAS, the City has, by advertisement published once a week for two successive weeks in a paper of general circulation published in the City, publicly invited bids for the execution, grant, and delivery of the Deed to grant certain easements on one or more of the City- Owned properties described above and the sale of Certain Air Rights and Condominium Units; WHEREAS, City Council has adopted an ordinance dated December 16, 2013, authorizing the City Manager, on behalf of the City, to execute, deliver, and perform a First Amended and Restated Contract for Sale of Real Estate (Sale Agreement) with Developer and Developer has agreed to execute, deliver, and perform the Sale Agreement; Ordinance Accepting Bid of SCP LLC for Deed of Easements 12 16 13 WHEREAS, only one bid for the execution of a Deed for acquisition of easements and other matters for the proposes mentioned above was received pursuant to the advertisement and such bid was opened at the City Council meeting held on December 16, 2013; WHEREAS, on December 16, 2013, Developer submitted a bid to the City for the acquisition, execution, grant, and delivery of the Deed in order to develop, construct, operate, and maintain a hotel consisting of at least 123 rooms and not more than 130 rooms at the Market Garage, 25 Church Avenue, S.E., upon substantially similar terms as contained in the proposed Deed that was on file in the City Clerk's Office; WHEREAS, the matter was referred to the City Manager for evaluation and negotiation with the Developer as to the final terms and conditions for such Deed; WHEREAS, negotiations between the City Manager and Developer have resulted in a Deed that provides for the grant and transfer of (i) Certain Air Rights above the Market Garage (Official Tax Map No. 4015004) (Air Rights), (ii) two (2) Condominium Units within the Market Garage (Condominium Units); and (iii) twenty -five (25) easements affecting one or more City - owned properties (Official Tax Map Nos. 4015004, 4015003, or 4011706) for the development, construction, operation, and maintenance of a hotel consisting of at least 123 rooms and not more than 130 rooms on top of the Market Garage (Easements); WHEREAS, the Easements (other than three (3) Temporary Construction Easements) to be granted pursuant to the terms and conditions of the Deed have terms of 40 or 60 years cornrnencing upon execution of the Deed; WHEREAS, the terms, conditions, and obligations of the grantee under the Deed are more particularly described in the City Council Agenda Report dated December 16, 2013; Ordinance Accepting Bid of SCP LLC for Deed of Ensemen[s 12 16 13 2 WHEREAS, the City Manager recommends that Council accept the bid of Developer and approve the execution and delivery of such Deed, a copy of which is attached to the City Council Agenda Report dated December 16, 2013; WHEREAS, after proper and timely notice by advertisement as required by the Code of Virginia, Council held a Public Hearing on this matter at its regular meeting on December 16, 2013, at which hearing all parties in interest and persons were given an opportunity to be heard, both for and against the proposed Deed; WHEREAS, City Council determined that the bid of Developer to acquire, buy, execute, and accept a Deed as set forth above, upon certain terms and conditions, was the only responsive and responsible bid received by the City and Council desires to accept such bid; and WHEREAS, after closing the Public Hearing, Council believes the sale of the Certain Air Rights, Condominium Units, and granting the Easements mentioned above will benefit the City and its citizens. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: 1. Council accepts the bid of Developer and hereby makes a grant and an award for the Easements set forth in the Deed to Developer, subject to certain terms and conditions as further noted in the City Council Agenda Report dated December 16, 2013, and upon such other terms and conditions as the City Manger may deem appropriate and agree to. Council further finds that it will be in the best interest of the City to grant and award the Easements as set forth in the proposed Deed and will help in promoting economic development in downtown Roanoke. City Council also agrees to sell and transfer to Developer the Certain Air Rights of the City above the Market Garage and the Condominium Units within the Market Garage and assign the City's rights as declarant under the Declaration of Condominium for Market Garage Condominium that created the Condominium Units, including the "special declarant rights" Ordinance Accepting Did of SCP LLC for Deed of Easements 12 16 13 3 pursuant to Section 55- 79.41, Code of Virginia (1950), as amended, as referred to in the City Council Agenda Report dated December 16, 2013. 2. The City Manager is hereby authorized to execute and deliver a Deed in which the City (i) sells and transfers, in fee, Certain Air Rights of the City above the Market Garage (Official Tax Map Number to be given after sale); (ii) sells and transfers, in fee, two (2) Condominium Units (Official Tax Map Numbers to be given after sale) and assigns all rights in the condominium documents, including the "special declarant rights" as defined in Section 55- 79.41 of the Code of Virginia (1950), as amended, the conveyance of the Condominium Units being subject to the City Utility Services Easement as set forth in the Deed; and (iii) provides for Twenty -five (25) Easements for limited purposes and uses affecting one or more of the following City -owned properties: Official Tax Map No. 4015004 (25 Church Avenue, S.F.), Official Tax Map No. 4015003 (106 Franklin Road, S.E.), or Official Tax Map No. 4011706 (13 Church Avenue, S.E.) (each of these Easements are further described in the City Council Agenda Report dated December 16, 2013) for the development, construction, operation, and maintenance of a hotel with at least 123 rooms, but not more than 130 rooms (Hotel) to be constructed by the Developer. Such Deed shall be substantially similar to the one attached to the above mentioned City Council Agenda Report and upon such other terms as the City Manager deems appropriate and agrees to. Such Deed shall be approved as to form by the City Attorney. The bond or security to be provided to the City by the Developer shall be in such form and amount as the City Manager deems appropriate, 3. Except for the temporary construction easements, the terms of each of the other Easements are either 40 years or 60 years and are set forth in the Deed and in the City Council Agenda Report dated December 16, 2013, and each of these Easements will expire automatically upon the expiration of its respective term. The temporary construction easements will expire Ordinance Accepting Bid of SCP LLC for Deed of Easements 12 16 13 4 automatically upon issuance of a permanent certificate of occupancy for the Hotel by the City's Department of Planning, Building and Development. 4. The City Manager is further authorized to execute, implement, administer, and enforce a Performance Agreement for Hotel Development, Construction, Operation, and Maintenance which Developer has agreed to execute, deliver, and perform as condition of its bid, and Council reaffirms the authority provided to the City Manager as set forth in Ordinance Number 39485- 082012, adopted on August 20, 2012, as such was amended and reordained by an ordinance adopted by Council on December 16, 2013. Such agreement shall be approved as to form by the City Attorney. 5. The City Manager is further authorized to take such further actions and to execute such further documents as may be necessary to implement, administer, and enforce such Deed and the Hotel Performance Agreement, and to accomplish the above matters and complete the sale of the above mentioned Certain Air Rights and Condominium Units and transfer the above mentioned Easements. Such actions and /or document execution include, but are not limited to, assignment of the City's rights as the declarant under the Declaration for Market Garage Condominium to the Developer, including the "special declarant rights" as defined in Section 55 -79.41 of the Code of Virginia (1950), as amended, any needed modifications to such Deed and /or the Hotel Performance Agreement, modifications or amendments to any of the Easements granted pursuant to the Deed, provided such Easements are substantially similar to the Easements which are in furtherance of the development of the Hotel Project as described in the above- mentioned City Council Agenda Report, and agreements among the City, the Developer, and the lender for the Developer as described in the above mentioned City Council Agenda Report. The City Manager is expressly authorized to execute documents, including deeds of correction and /or deeds of easements to modify the legal descriptions of any of the Ordinance Accepting Bid of SCP LLC for Deed of Easements 12 16 13 Id Easements after the City Manager accepts the sealed survey plats to be provided to the City by Developer, or new or amended deeds of easements for the relocation of any Easements as provided for in the Deed. All such documents shall be approved as to form by the City Attorney. 6. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this Ordinance by title is hereby dispensed with. 7. This Ordinance is effective as of the date of its passage. Ordinance Accepting Bid of SCP LLC for Deed of Easements 12 16 13 1 ATTEST: City Clerk. h � rM��j S t F R: CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Award to South Commonwealth Partners, LLC, to Acquire, Buy, Execute, and Accept Certain Easements on City -Owned Properties Identified as Official Tax Map Nos. 4015004 (25 Church Avenue, S.E.), 4015003 (106 Franklin Road, S.E.), and 4011706 (13 Church Avenue, S.E.) Background: On August 29, 2012, the City of Roanoke (City) and South Commonwealth Partners, LLC, (Developer) executed a Contract for Sale of Real Estate in which the City agreed to sell, and Developer agreed to purchase, (i) the commercial /retail space, consisting of approximately 11,500 square feet, which space is to be converted into a commercial condominium, consisting of two (2) condominium units; (ii) a portion of air rights above the Market Garage (Garage) in which Developer will construct a hotel with at least 123 rooms; and (iii) all necessary easements to enable Developer to develop, construct, and operate the Hotel Project (Original Sale Contract). The City and Developer amended the Original Sale Contract by Amendment No. 1 dated July 29, 2013, to extend the term of the Original Sale Contract to December 31, 2013. The City and Developer are further seeking to amend, restate, and replace the Original Sale Contract, as amended, with the First Amended and Restated Contract for Sale of Real Estate (Amended Sale Contract). The Amended Sale Contract is the subject of a separate City Council Report dated December 16, 2013. The City and Developer have since had extensive discussions concerning construction of the hotel, resulting in a series of contracts and agreements that will govern the design, construction, and subsequent operations of Developer's hotel. As a result of these discussions, Developer requested all necessary easements to enable Developer to develop, construct, and operate the Hotel Project, as set forth in a Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements (Deed). The easements (other than three (3) temporary construction easements) to be granted pursuant to the terms and conditions of the Deed have terms of 40 or 60 years commencing upon execution of the Deed. Due to the length of the easements' terms, the Code of Virginia requires that the proposed easements be advertised for bidding by the public and a public hearing be held on the matter. On May 20, 2013, City Council authorized the scheduling and advertising for bids and for a public hearing on this matter. The receipt and opening of bids together with the public hearing is scheduled for December 16, 2013. A copy of such proposed Deed is attached to this report. Considerations: Public advertisements for an Invitation for Bids and for a Public Hearing on this matter were placed in the Roanoke Times on December 2 and 9, 2013, as required by the Code of Virginia. A copy of the necessary Bid Form, Proposed Deed with Exhibits, and proposed Ordinance were made available to the public in the City Clerk's Office on and after December 2, 2013. Bids were to be submitted to the City Clerk on or before Noon, 12 p.m., local time, on Monday, December 16, 2013. All such bids received at or before that time were held by the City Clerk, unopened, until 2:00 p.m., local time, Monday, December 16, 2013, at which time they were delivered to the Council Chamber and publicly opened and read aloud, all in accordance with Section 15.2-2102 Code of Virginia (1950), as amended. One written bid for the Deed, including the granting of easements, mentioned above was received by the City Clerk on or before Noon, 12 p.m., December 16, 2013, a copy of such bid is attached to this report. This bid was opened and read aloud at the 2:00 pm session of City Council in Council Chamber located in Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, SW, Roanoke, Virginia 24011. The bid was from South Commonwealth Partners, LLC, for the above mentioned Deed, subject to certain terms and conditions as contained in the proposed Deed that was made available to the public as mentioned above. The matter was referred to the City Manager for review, evaluation, and to finalize the terms and conditions of such Deed. The final terms and conditions are subject to approval by Council. A copy of the proposed Deed, with Exhibits, is attached to this report. The proposed Deed includes twenty -five (25) easements on City -owned properties (Easements). The City -owned properties that will be subject to one or more of the proposed easements are Official Tax Map No. 4015004 located at 25 Church Avenue, S.E., Official Tax Map No. 4015003 located at 106 Franklin Road, S.E., and Official Tax Map No. 4011706 located at 13 Church Avenue, S.E. The following chart summarizes the proposed easements: Easement Purpose City Property affected Term of (Official Tax Map No.) Easement A -1 Structure and support of Hotel 4015004 60 years A -2 Utility service equipment for 4015004 40 years Hotel Project A -2 Utility service equipment for 4015003 40 years Hotel Project A -3 Utilities for Hotel Project 4015004 40 years (within garage) A -3 Utilities for Hotel Project 4015004 40 years (below Condominium Units) A -4 Sprinkler system and other 401 5004 40 years fire suppression systems A -5 Parking Garage control 4015004 40 years equipment A -6 Utilities within Air Space for 4015004 40 years Hotel Project 2 A -7 Canopy for Hotel Project on 4015004 40 years Northern Fa4ade A -8 Waterproofing Ceiling of 4015004 40 years Condominium Unit A -9 Easement for exterior lighting 4015004 40 years attached to third level of the Market Garage A -10 Canopy for Hotel Project on 4015004 40 years Eastern Fa4ade A -10 Canopy for Hotel Project on 4015003 40 years Eastern Fa4ade A -1 1 Easement for Installation, 4015004 40 years Construction, Maintenance and Repair of concrete pad for Condominium Units B-1 -A Elevator Shaft within Market 4015004 40 years Garage (above a portion of Condominium Unit #1) B-1 -13 Elevator Shaft within Market 4015004 40 years Garage (below a portion of Condominium Unit #1) B -2 Emergency access to northwest 4015004 40 years stairwell within Market Garage B -3 Emergency access to southwest 4015004 40 years stairwell within Market Garage B -4 Access for removal of trash 4015004 40 years from Hotel B -5 Easement for Access 4015004 40 years B -5 Easement for Access 4015003 40 years C -1 Installation and operation of 4011706 40 years dumpster D -1 Temporary construction Temporary, easements 4015004 expires upon issuance of permanent certificate of occupancy for Hotel Project D -1 Temporary construction Temporary, easements 4015003 expires upon issuance of permanent certificate of occupancy for Hotel Project D -2 Temporary easement 4011706 Temporary, expires upon issuance of permanent certificate of occupancy for Hotel Project 3 These proposed Easements are depicted in detail in an easement plan dated November 22, 2013, prepared by Balzer and Associates, Inc. (Easement Plan). The purpose of the proposed Easements as set forth in the Deed are for the development, construction, operation, and maintenance of the Hotel Project, all as more fully set forth in the proposed Deed. After proper and timely Notice as required by the Code of Virginia, Council held a public hearing on this matter at its 7:00 p.m. meeting on December 16, 2013, at which hearing all parties in interest and persons were given an opportunity to be heard, both for and against the proposed Deed. The City Manager recommends that Council find that the bid of South Commonwealth Partners, LLC, on this matter is from a responsible bidder and responsive and that Council accept such bid and approve the execution of the proposed Deed, a copy of which is attached to this report. Recommended Action: Accept the bid of South Commonwealth Partners, LLC, and make a grant and an award for the Easements set forth in the Deed to such entity. Approve the terms of the Deed between the City and Developer, as set forth in the proposed Deed attached to this report, and determine that the award of the Easements as set forth in the proposed Deed will aid in the growth of economic development within the City. Agree to sell and transfer to Developer the Certain Air Rights of the City above the Market Garage and the Condominium Units within the Market Garage and assign the City's rights as declarant under the Declaration of Condominium for Market Garage Condominium that created the Condominium Units. Authorize the City Manager to execute and deliver a Deed in which the City (i) sells and transfers, in fee, Certain Air Rights of the City above the Market Garage (Official Tax Map Number to be given after sale); (ii) sells and transfers, in fee, two (2) Condominium Units (Official Tax Map Numbers to be given after sale) and assigns all rights in the condominium documents, including the "special declarant rights" as defined in Section 55 -79.41 of the Code of Virginia (1950), as amended, the conveyance of the Condominium Units being subject to the City Utility Services Easement as set forth in the Deed; and (iii) provides for Twenty -five (25) Easements for limited purposes and uses affecting one or more of the following City -owned properties: Official Tax Map No. 4015004 (25 Church Avenue, S.E.), Official Tax Map No. 4015003 (106 Franklin Road, S.E.), or Official Tax Map No. 4011706 (13 Church Avenue, S.E.) for the development, construction, operation, and maintenance of a hotel with at least 123 rooms, but not more than 130 rooms (Hotel) to be constructed by the Developer. Such Deed shall be substantially similar to the one attached to this report and upon such other terms as the City Manager deems appropriate and agrees to. Such Deed shall be approved as to form by the City Attorney. The bond or security to be provided to the City by the Developer shall be in such form and amount as the City Manager deems appropriate. 0 Except for the temporary construction easements, the terms of each of the other Easements are either 40 years or 60 years and are set forth in the Deed and in this report and each of these Easements will expire automatically upon the expiration of its respective term. The temporary construction easements will expire automatically upon issuance of a permanent certificate of occupancy for the Hotel by the City's Department of Planning, Building and Development. Authorize the City Manager to execute, implement, administer, and enforce a Performance Agreement for Hotel Development, Construction, Operation, and Maintenance (Hotel Performance Agreement) which Developer has agreed to execute, deliver, and perform as condition of its bid, and Council reaffirms the authority provided to the City Manager as set forth in Ordinance Number 39485- 082012, adopted on August 20, 2012, as such was amended and reordained by an ordinance adopted by Council on December 16, 2013. The Hotel Performance Agreement shall be approved as to form by the City Attorney. Authorize the City Manager to take such further actions and to execute such further documents, approved as to form by the City Attorney, as may be necessary to implement, administer, and enforce such Deed and the Hotel Performance Agreement, and to accomplish the above matters and complete the sale of the above mentioned Certain Air Rights and Condominium Units and transfer the above mentioned Easements. Such actions and /or document execution include, but are not limited to, assignment of the City's rights as the declarant under the Declaration for Market Garage Condominium to the Developer, including the "special declarant rights" as defined in Section 55 -79.41 of the Code of Virginia (1950), as amended, any needed modifications to such Deed and /or the Hotel Performance Agreement, modifications or amendments to any of the Easements granted pursuant to the Deed, provided such Easements are substantially similar to the Easements which are in furtherance of the development of the Hotel Project as described in this Report, and agreements among the City, the Developer, and the lender for the Developer as described in this report. The City Manager is expressly authorized to execute documents, including deeds of correction and /or deeds of easements to modify the legal descriptions of any of the Easements after the City Manager accepts the sealed survey plats to be provided to the City by Developer, or new or amended deeds of easements for the relocation of any Easements as provided for in the Deed. Such documents shall be approved as to form by t e City Attorney. _.L J-1J-X=- CHRISTOPHER P. MORRILL City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Susan S. Lower, Director, Real Estate Valuation Wayne F. Bowers, Director, Economic Development Marc B. Nelson, Special Projects Coordinator, Economic Development Deborah J. Moses, Parking Coordinator 3 BID FORA FOR ACQt 1,,tTION OFF, ,\Sl- %1FNTS IN CON \I-( N11 T11 HOTEL PRO1vc-r x'T NI -WKF F GARAG - RI SPO\SIM111F OF H1IMT R: it Q _ - p n -ih, ,,. of ths Lild,r t ,,Aw t x it:: IK2 r1__ jaw I M now WHO 1—I 'q , __wy; > f twll pC 1311) DL L DA I L, I M11. AND DI LA LIZ1 OF BIl): :A r �.:: ,�r� � , ,nt � 0 pot r2 n. 1 h m._ 100 ! 41,, ,.- n_'si; r) � &Q - I0 . i are to he d_ v j 12 Alo" SUA il :!Ie a _ 1 -1 Ram", , Hid I, ,t :ACyuivti „n 41 1 df C111C11 in C onnCCtiIM with 11 ,tCl I'rrtjCC1 at Market Garay -,C, Not to 11c OPcnad I ntil Hu tin ( mincil %lcetiop, at Mo p.m. on De"mhcr 16, 3013. II. Ila'jlx Bid Bid tii�1 Hirt 1 I- Rid I :1.1 \,. 2 1 1 0 Vv IS-CC) (c ii - )n\ - 1 '�' �- I 5G -1 i -vo=id - I I I 1 C's- i I cv" - V P".61,r'I'!'t':e For Rol-t r 1 ',1 i11 eC 1 0 ,An t��pd 2,1: an -1 R-- (,(,-,t I I J J [I ril il r -� FO crred t" Ir tt�'� Hirt 1 I- Rid I :1.1 \,. 2 1 1 0 Vv IS-CC) (c ii - )n\ - 1 '�' �- I 5G -1 i -vo=id - I I I 1 C's- i I cv" - V S( i I I Di F I IN (1ANK INA WK f WIF I, PROMCI CI NLARK! 1 COR WE 4AMPUP th I nq.-Se QV waymonh that arc the subwo Asument Purpose (in Proper" affected I erni of !_Official T blip 1 Easement ko 4" 1 juml car, wy, Pr 1:11 1 liil� p1m: i 15 K 0, 4 5 B< 1 v YoWl YOM Nfirkot Wrap y: t , (�r rcriww «:m-;E :4)ni m» B-5 tol &z. B 5 f ascillcrit w asp MOSAwn aw (1yrouln dumpoo: D-I I crymory wee n n w2mms )-I 4015004 401 4C., 15 451500-1 KIM, 411170 , IQ 1 5P& IN T"Y' 4 ) ! 1 -t r, 40 jam 40 1 Cars 40 vows 40 Ncw� It I VCLt I ernrorary, mpkew uror- inuancc ol Permanent wounzwoof lKS W wo I w\prov ymn isomm ; ( f rcrmmeW wwycr. ni lotal It. i 0, t amzJe issuance 01 i 1 0 11 loo act EXHIBIT A TO BID FORM FOR ACQUISITION OF EASEMENTS IN CONNECTION WITH FIOTEL PROJECT AT MARKET GARAGE The financial ability of Bidder to complete the Hotel Project is described as follows: South Commonwealth Partners, LLC through its affiliation with Windsor /Aughtry Company, Inc. has substantial experience in the development of urban hotels. Windsor /Aughtry is an approved developer for Marriott and is a preferred developer for Hilton Hotel Corporation. Additionally, Paul C. (Bo) Aughtry, III, South Commonwealth Partners' Managing Member, serves as Chairman of Hilton's Hampton Inn Advisory Council. Since 1995, the company has built twelve hotels, with the last six having been urban infill projects on compressed sites, and five of those utilize a parking garage for their guest parking needs. Recent Project Completions: 1) Baton Rouge, LA (2013): Located in downtown Baton Rouge at the corner of Main and Lafayette Streets, the Hampton Inn & Suites is a 137 room, 7 story hotel offering expansive views of the Mississippi River, downtown, and the State Capital Grounds. The $17M hotel was constructed by Pride Construction, LLC of Memphis, TN. 2) Greenville, SC (2010): Located in downtown Greenville at the corner of Main and Broad Streets, the Courtyard Marriott is a 135 room hotel accompanied by 65,000 square feet of office and street level retail. Also included is a 250 -space parking garage. The $45M project was constructed by Triangle Construction of Greenville, SC. 3) Gainesville, FL (2009): Located in downtown Gainesville and blocks from the University of Florida and several area hospitals, the Hampton Inn & Suites is a 122 room hotel that includes 7,500 square feet of retail space. The $143M project was constructed by Pride Construction of Memphis, TN. South Commonwealth Partners, LLC has the financial ability to complete the Hotel Project at Market Garage. The proposed $17M project will be financed with approximately 26% owner equity, 70% through conventional loan sources, and 4% public grants. This financing structure of this project mirrors that of the other hotel development projects that the group has been involved in. As evidence of financing, South Commonwealth Partners, LLC has received a letter dated December 6, 2013 stating such from Wells Fargo Bank. The letter outlines that the final bank approved budget for the hotel project to be constructed at Market St. and Church Ave. in Roanoke, VA will be fully sufficient to meet all known hard and soft costs associated with the project. Specifically, the budget will include a line item consistent with the amount identified in the construction contract between South Commonwealth Partners, LLC and the general contractor. Bid Form Easements 11 20 13 % I EXHIBIT B TO BID FORM FOR ACQUISITION OF EASEMENTS IN CONNECTION WITH HOTEL PROJECT AT MARKET GARAGE. The Bidder's commitment to complete the Hotel Project and open the Hotel for business on or before June 30, 2016, is described as follows: Historically, South Commonwealth Partners, LLC and its affiliated entities have an excellent track record of completing urban hotel developments on schedule. Our development team has worked together with the same group of seasoned architects, general contractors, and lenders over our 26 year history and over that time, have successfully completed our projects within a timely manner and always within the requirements of any municipal performance agreements. For the Hotel Project at Market Garage, we will utilize the professionals at Pride Construction to serve as our general contractor for the project. Pride Construction has 29 years of experience and has worked with our development team to complete projects in Greenville, SC, Columbia, SC, Gainesville, FL, Charlotte, NC, Baton Rouge, LA, Greensboro, NC, Johnson City, TN, and Tallahassee, FL. It is our intention to utilize the following construction schedule in order to ensure that the project is completed on or before the required date. January 2014 —April 2014: Mobilization, Demolition, and New Garage work May 2014— August 2014: Garage Sprinkler, Concrete, Masonry, Structural Steel, Framing, and Carpentry work. September 2014 — January 2015: EIFS, Insulation, Roofing, Aluminum, Glass, Interior finishing, Elevator, and HVAC work 2nd Quarter 2015: Open for business As outlined in in the above schedule, we have established a realistic timeline for completion of the project, and have allotted ample contingency time in order to ensure that any challenges during construction do not delay the completion and opening. We are committed to taking all steps necessary to complete construction of the project, together with the City Office Space and the Condominium Walls, and open the Hotel for Hotel business by June 30, 2016. Bid Form Easements 11 20 13 V Draft 12/16/13 Prepared by: Daniel J. Callaghan, City Attorney VSB #84658 Office of the City Attorney Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 464 Roanoke, VA 24011 This Deed was prepared without the benefit of a Title Examination Exemption claimed: Grantor is exempt from recordation taxes and fees pursuant to §58.1- 811(C)(4), Code of Virginia. Official Tax Nos. - Portions of Tax Map No. 4015004, 4015003, and 4011706 Assessed Value:$ Consideration: $800,000 THIS DEED OF CERTAIN AIR RIGHTS, DEED OF CONDOMINIUM UNITS, and DEED OF EASEMENTS are made and entered into this day of , 2013, by and between the CITY OF ROANOKE, VIRGINIA, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia ( "Grantor "), and SOUTH COMMONWEALTH PARTNERS, LLC, a South Carolina limited liability company, ( "Grantee "). RECITALS WHEREAS, Grantor is the owner of certain parcels of real property, together with buildings and improvements thereon, more particularly described in the tax records for the City of Roanoke, Virginia as follows: (a) Official Tax Map No. 4015004 (the "Market Garage Parcel"); (b) Official Tax Map No. 4015003 (the "Adjacent Parcel'); and (c) Official Tax Map No. 4011706 (the "Fire House Parcel'); WHEREAS, Grantor and Grantee entered into a Contract for Sale of Real Estate dated August 29, 2012, as amended by (i) Amendment No. 1 dated July 29, 2013; and (ii) the First Amended and Restated Contract for Sale of Real Estate dated 2013 (the "Sale Agreement') under which Grantor agreed to sell, and Grantee agreed to purchase, (a) certain air rights above the Market Garage Parcel (the "Hotel Air Rights "); (b) two (2) condominium units to be created within the Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 building situated on the Market Garage Parcel (the "Condominium Units "); and (c) certain easements on the Market Garage Parcel, the Adjacent Parcel, and the Fire House Parcel (the "Easement Rights "), for the purposes of developing, constructing, and operating a hotel with at least 123 rooms and not more than 130 rooms within the Hotel Air Rights and the Condominium Units (the "Hotel Project "); WHEREAS, pursuant to the terms of the Sale Agreement, Grantor and Grantee have entered into (i) a Performance Agreement for Hotel Development, Construction, Operation, and Maintenance dated 2013, a copy of which is attached hereto and made a part hereof as Exhibit A (the "Hotel Performance Agreement ") with respect to the construction development and operation of the Hotel Project, and (ii) a Parking Agreement dated 2013, a copy of which is attached hereto and made a part hereof as Exhibit B (the "Parking Agreement ") with respect to the use of the parking garage structure at the Market Garage Parcel; WHEREAS, pursuant to the terms of the Sale Agreement, Grantor has created the Market Garage Condominium, consisting of Unit #1 and Unit #2, in accordance with the Declaration for Market Garage Condominium dated , 2013, and recorded in the Clerk's Office of the Circuit Court of the City of Roanoke, Virginia as Instrument # ; and WHEREAS, Grantee desires to acquire the Hotel Air Rights, the Condominium Units, and the Easement Rights, in accordance with the terms of the Agreement. WITNESSETH: THAT FOR AND IN CONSIDERATION of the sum of TEN DOLLARS ($10.00), cash in hand paid by the Grantee to the Grantor, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the above Recitals are incorporated herein and Grantor does hereby bargain, sell, grant, and convey unto the Grantee, with Special Warranty of Title and subject to the provisions of this Deed (including the reservation of the City Utility Services Easement as described hereinafter with respect to the conveyance of the Condominium Units), the Hotel Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 Performance Agreement, and the Parking Agreement, the Hotel Air Rights, the Condominium Units, and the Easement Rights located in the City of Roanoke, Virginia, more particularly bounded and described as follows: I. HOTEL AIR RIGHTS The volume of space located above and within the vertically extended boundaries of the Market Garage Parcel, defined by the following planes: (1) the plane which constitutes the lower limit of the volume of space hereby conveyed is the horizontal plane defined vertically by a point at elevation 1010 (feet) above mean sea level (the lower limit of the Hotel Air Rights) and (2) the plane which constitutes the upper limit of the volume of space hereby conveyed is the horizontal plane defined vertically by a point at elevation 1070 (feet) above mean sea level (the upper limit of the Hotel Air Rights).The Market Garage Parcel is more particularly described as Parcel 2CI -Al, consisting of 0.7911 acres of land, and depicted on a plat entitled "Right -of -Way Vacation and Combination Plat for the City of Roanoke" dated April 22, 2013, and prepared by Balzer and Associates, Inc., and recorded in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia as Instrument #130009306 (the "Plat "). The use of the Hotel Air Rights by Grantee, its successors and assigns, is subject to all restrictions, limitations, terms, and conditions of the Hotel Performance Agreement. II. CONDOMINIUM UNITS Unit #1 and Unit #2, Market Garage Condominium, established pursuant to the Declaration of Condominium, and the exhibits attached hereto, recorded in the Clerk's Office of the Circuit Court of the City of Roanoke as instrument number (the "Declaration "); Together with the undivided interest in the "Common Elements" applicable to Unit #1 and Unit #2, as more particularly set forth in the Declaration. Together with all "special declarant rights" as defined in Section 55 -79.41 of the Code of Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 Virginia (1950), as amended. Grantor expressly reserves an easement in Unit #1 and Unit #2 for the purposes of maintaining, construction, repairing, and replacing utilities currently existing within the Unit #1 and Unit #2 ( "City Utility Services Easement "). This conveyance of condominium units is made expressly subject to the City Utility Services Easement. For purposes of this City Utility Services Easement, utilities include, but are not limited to, services for water, sanitary sewer, stormwater, sprinkler and fire suppression systems, electricity, natural gas, telecommunications, and transmission of intelligence, communications, and data. Grantor, and its employees, agents and contractors, shall have access to the Unit # I and Unit #2 to enter into the Condominium Units for the purposes of maintaining, repairing, or replacing utilities within the areas subject to City Utility Services Easement. Such access and maintenance, repair, and replacement shall be accomplished by Grantor in a manner that interferes to the least practicable extent with Grantee's conduct of its normal business operations in Unit #1 and Unit #2. In accordance with the terms of the Hotel Performance Agreement, Grantee may relocate the City Utility Services Easement provided (i) such relocation is at the sole cost and expense of Grantee; (ii) Grantee provides Grantor with a field verified, sealed surveyor's plat showing the location of the City Utility Services Easement; (iii) Grantee executes and delivers Grantor with a deed of easement for the location of the City Utility Services Easement in a form and substance reasonably satisfactory to the Grantor; and (iv) the holders of all deeds of trust, mortgages, or liens have consented to the proposed relocation and have agreed, in writing, to subordinate their interests to the Grantor's rights in the City Utility Services Easement. III. EASEMENT RIGHTS A -1 Easement for Structure and Support of Hotel (Easement A -1) Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 Portions of Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement for the sole purpose of the attachment of structures and supports for all buildings and improvements to be constructed within the Hotel Air Rights in connection with the Hotel Project ( "Easement A -1" ). This Easement A -1 shall allow Grantee to attach, construct, maintain, repair, and replace at such specific locations within Easement Area A -1 (as hereinafter described) and with such devices, as determined by Grantee in accordance with the Hotel Performance Agreement, in order to attach and support the building and improvements to be constructed within the Hotel Air Rights to the upper most deck of the parking garage structure located on the Market Garage Parcel and to use the foundations and support columns of the parking garage structure located on the Market Garage Parcel to support the buildings and improvements to be constructed within the Hotel Air Rights. The location of this easement is depicted as Easement Area A -1 on sheet 7 of 10 of a plan entitled "Exhibit Sketch for Market Garage Hotel Project, Showing Proposed Access Areas, Easement Areas, and Portions of Existing Building to be Acquired on Tax Parcel #4015004, and Adjacent Tax Parcel #4015003 and Tax Parcel #4011706" dated November 22, 2013, prepared by Balzer and Associates, Inc. and consisting of 10 sheets, (the "Easement Plan ") which Easement Plan is recorded in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia as Instrument No. The structures and supports to be attached to the upper most deck of the parking garage structure pursuant to Easement A -1 shall be constructed, installed, maintained, repaired, and replaced to provide a minimum net clearance of at least nine (9) feet between the upper -most deck of the parking garage structure and the structures, supports, and all other machinery, equipment, materials, improvements, and installations to ensure uninhibited travel and use by persons and vehicles throughout the parking garage structure situated on the Market Garage Parcel at all times. Grantee shall be solely responsible for the removal of all existing lighting poles, fixtures, and improvements Decd of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 5 currently installed on the upper -most deck of the parking garage structure and for the construction and installation of suitable replacement lighting fixtures and improvements. Prior to the commencement of any construction, maintenance, repair, or replacement of any structures or supports within Easement Area A -1, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -1 shall be sixty (60) years from the date of this Instrument. A -2 Easements for Utility Service Equipment (Easement A -2) Portions of Official Tax Map No. 4015004 and Official Tax Map No. 4015003 As an appurtenance to the Hotel Project, Grantor grants to Grantee easements for the construction, installation, maintenance, repair, and replacement of utility service equipment on portions of the Market Garage Parcel and the Adjacent Parcel as more particularly bounded and described as Easement Area A -2 on sheet 1 of 10 of the Easement Plan ( "Easement A -2 "). Pursuant to the rights granted hereunder, Grantee may, solely for use in connection with the Hotel Project, within Easement Area A -2 (i) construct, maintain, repair, and replace an enclosed structure adjacent to the parking garage structure on the Market Garage Parcel; (ii) construct, maintain, repair, and replace a concrete pad within the enclosed structure; and (iii) install, maintain, repair, and replace within the enclosed structure to be constructed within Easement Area A -2, mechanical equipment, diesel generator, diesel storage tank, utility meters, laundry exhaust ducts, commercial refrigerator compressors, electrical transformer, and switch gear. Grantee shall also have the right to tie in and connect the utility service equipment installed within Easement Area A -2 to utility easements of Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 6 Grantee within the parking garage structure situated on the Market Garage Parcel pursuant to Easement Area A -3 described below. Under no circumstances shall the enclosed structure (i) encroach onto any portion of the existing sidewalk on the Adjacent Parcel; (ii) encroach, impede, or otherwise inhibit access to, and egress from, the parking garage structure on the Market Garage Parcel at the southeasterly stairwell; or (iii) exceed the height of nine feet (9') measured from the base of the pad to be constructed within the enclosed structure. Prior to the commencement of any construction, maintenance, repair, or replacement of any utility service equipment within Easement Area A -2, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -2 shall be forty (40) years from the date of this, Instrument. A -3 Easement for Installation Use Maintenance, and Repair of Utilities (Easement A -3) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement for the construction, installation, maintenance, replacement, and repair of all utility services to be provided to the Hotel Project (and for no other purpose) (i) through the parking garage structure situated on the Market Garage Parcel and (ii) below the elevation of 923 feet under Condominium Unit #1 and Condominium Unit #2 ( "Easement A -3" ). For the purposes of this Easement A -3, utility services include electricity, telephone, internet, cable, transmission of communications, data, and intelligence ,sprinkler systems, water, sanitary sewer, and stormwater (the "Utility Services "). Pursuant to the rights granted hereunder, Grantee may (i) enter into those portions of the parking garage structure Decd of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 7 included within Easement Area A -3 and construct, install, maintain, repair, and replace the fixtures and equipment necessary to supply the Utility Services needed in the operation of the buildings and improvements to be constructed within the Hotel Air Rights or within the Condominium Units and (ii) tie in and connect those fixtures and equipment to the existing utility lines and fixtures in the parking garage structure situated on the Market Garage Parcel; provided that Grantee shall be solely responsible for the costs of all Utility Services provided to Grantee. The location of Easement A -3 is depicted on sheets 2 through 7 of 10 of the Easement Plan. The location of that portion of Easement A -3 below the level of 923 feet is depicted on Sheet 1 of 10 of the Easement Plan as Easement Area A- 3. Grantee shall construct and install each of the lines for the Utility Services within an area of not more than four feet (4') in width within Easement Area A -3, with the centerline of each such area being based upon the applicable construction plans for installation of the Utility Services provided to the City of Roanoke Planning, Building and Development Department. Upon completion of the construction and installation of the Utility Services by Grantee, Easement Area A -3 and the rights of Grantee under this Easement A -3 shall be limited to these areas, each such area not to exceed four feet (4') in width, in which the Utility Services are located at the time construction and installation are completed by Grantee. Grantee shall not relocate all or any portion of any of the Utility Services, as installed, outside of any of these areas that are not to exceed four feet (4') in width, without the prior written consent and approval by Grantor, which consent and approval shall not be unreasonably withheld. At the time Grantee seeks consent and approval from Grantor to relocate any Utility Services, or any portions thereof, Grantee shall provide Grantor with plans and specifications which depict and describe the proposed relocation. Upon any relocation of all or any portion of the Utility Services, Easement Area A -3 and the rights of Grantee under this Easement A -3 shall be limited to the City- approved then current location of the Utility Services. Grantee may assign portions of its rights granted under Easement A -3 to any entity which provides any such utility service to the Hotel Project. Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 8 Any such assignment shall not relieve Grantee from any responsibilities or obligations hereunder. All improvements, equipment, machinery, and materials constructed, installed, maintained, repaired, or replaced within this Easement Area A -3 (other than the Utility Services to be installed under the Condominium Units) shall provide, at all times, a net minimum clearance between each deck of the parking garage structure and all machinery, equipment, materials, and improvements to be constructed, installed, or attached to the ceiling above each deck of the parking garage structure of at least the clearance that exists within such deck as of the date of this Instrument between the deck and the bottom of the existing, fixed items attached to the ceiling or structural beams (other than signage attached to the parking garage structure) within such deck of the parking garage structure, but in no event shall such clearance be less than seven feet (7'), unless otherwise required by the Uniform Statewide Building Code, in order to ensure uninhibited travel and use by persons and vehicles throughout the parking garage structure situated on the Market Garage Parcel at all times. Prior to the commencement of any construction, maintenance, repair, or replacement of any utilities within Easement Area A -3, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -3 shall be forty (40) years from the date of this Instrument. A -4 Easement for Sprinkler System and Other Fire Suppression Requirements (Easement A -4) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement for the sole purpose of constructing, installing, operating, maintaining, repairing, and replacing a fire suppression Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 9 sprinkler system and other fire suppression materials, improvements, and equipment within portions of the parking garage structure situated on the Market Garage Parcel as more particularly bounded and described as Easement Area A -4 on sheets 1 through 7 of 10 of the Easement Plan ( "Easement A -4 "). Pursuant to the rights granted hereunder, Grantee may (i) enter into those portions of the parking garage structure included within Easement Area A -4 and construct, install, maintain, repair, and replace a fire suppression sprinkler system, (ii) tie the fire suppression sprinkler system into the structure and improvements to be constructed within the Hotel Air Rights and to the Condominium Units in connection with the Hotel Project, and (iii) enter into those portions of the parking garage structure and construct, install, maintain, repair, and replace other fire suppression materials, improvements, and equipment required by any federal, state, or local law, ordinance, rule, or regulation in connection with the Hotel Project. Grantee shall construct and install each of the lines for the fire suppression sprinkler system within areas of not more than four feet (4') in width within Easement Area A -4, with the centerline of each such area being based upon the construction plans for installation of the fire suppression sprinkler system provided to the City of Roanoke Planning, Building and Development Department. Upon completion of the construction and installation of the fire suppression sprinkler system by Grantee, Easement Area A -4 and the rights of Grantee under this Easement A -4 shall be limited to these areas, each such area not to exceed four feet (4') in width, in which the fire suppression sprinkler system is located at the time construction and installation are completed by Grantee. Grantee shall not relocate all or any portion of the fire suppression sprinkler system, as installed, outside of these areas that are not to exceed four feet (4') in width, without the prior written consent and approval of Grantor, which consent and approval shall not be unreasonably withheld. At the time Grantee seeks consent and approval from Grantor to relocate the fire suppression sprinkler system, or any portion thereof, Grantee shall provide Grantor with plans and specifications which depict and describe the proposed relocation. Upon any such relocation, Easement Area A -4 and the Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 10 rights of Grantee under this Easement A -4 shall be limited to the City- approved then current location of the fire suppression sprinkler system. All improvements, equipment, machinery, and materials constructed, installed, maintained, or replaced within this Easement Area A -4 shall provide, at all times, a net minimum clearance between each deck of the parking garage structure and all machinery, equipment, materials, and improvements to be constructed, installed, or attached to the ceiling above each deck of the parking garage structure of at least the clearance that exists within such deck as of the date of this Instrument between the deck and the bottom of the existing, fixed items attached to the ceiling or structural beams (other than signage attached to the parking garage structure) within such deck of the parking garage structure, but in no event shall such clearance be less than seven feet (7'), unless otherwise required by the Uniform Statewide Building Code, in order to ensure uninhibited travel and use by persons and vehicles throughout the parking garage structure situated on the Market Garage Parcel at all times. Prior to the commencement of any construction, maintenance, repair, or replacement of the fire suppression sprinkler system within Easement Area A -4, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -4 shall be forty (40) years from the date of this Instrument. A -5 Easement for Equipment Connection for Parking Gate Control System (Easement A -5) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement within the first floor of the parking garage structure situated on the Market Garage Parcel and more particularly Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 bounded and described as Easement Area A -5 on sheet 1 of 10 of the Easement Plan, for the sole purpose of installing, maintaining, replacing, and repairing the electrical connection between the control gate at the vehicle entrance /exit area of the parking garage structure and Condominium Unit #1 in connection with the Hotel Project and the use of parking permits as set forth in the terms and conditions of the Parking Agreement (the "Parking Gate System ") ( "Easement A -5 "). Pursuant to the rights granted hereunder, Grantee may (i) enter into those portions of the parking garage structure included within Easement Area A -5 and construct, install, maintain, repair, and replace the fixtures and equipment comprising the Parking Gate System, and (ii) tie in and connect those fixtures and equipment to the existing utility lines and fixtures in the parking garage structure as necessary for the operation of the Parking Gate System; provided that Grantee shall be responsible for all costs in installing, maintaining, and operating the Parking Gate System. The electrical connection shall consist of an electric cable, together with brackets and supports to attach the cable to the ceiling of the first floor of the parking garage structure. Grantee shall construct and install the Parking Gate System within an area of not more than four feet (4') in width within Easement Area A -5, with the centerline of such area being based upon the applicable construction plans for the installation of the Parking Gate System provided to the City of Roanoke Planning, Building and Development Department. Upon completion of the construction and installation of the Parking Gate System by Grantee, Easement Area A -5 and the rights of Grantee under this Easement A -5 shall be limited to this area, not to exceed four feet (4') in width, in which the Parking Gate System is located at the time construction and installation are completed by Grantee. Grantee shall not relocate all or any portion of the Parking Gate System, as installed, outside of this area that is not to exceed four feet (4') in width, without the prior written consent and approval by Grantor, which consent and approval shall not be unreasonably withheld. At the time Grantee seeks consent and approval from Grantor to relocate the Parking Gate System, or any portion thereof, Grantee shall provide Grantor with plans and specifications which depict and describe Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 17 12 the proposed relocation. Upon any such relocation, Easement Area A -5 and the rights of Grantee under this Easement A -5 shall be limited to the City- approved then current location of the Parking Gate System. All improvements, equipment, machinery, and materials constructed, installed, maintained, or replaced within this Easement Area A -5 shall provide, at all times, a net minimum clearance between the deck on the ground floor of the parking garage structure and all of the improvements, equipment, machinery, and materials constructed installed or attached to the ceiling above the deck on the ground floor of the parking garage structure of at least the clearance that exists within such ground floor deck as of the date of this Instrument between the ground floor and the bottom of the existing, fixed items attached to the ceiling or structural beams (other than signage attached to the parking garage structure), but in no event shall such clearance be less than nine feet (9'), unless other required by the Uniform Statewide Building Code, in order to ensure uninhibited travel and use by persons and vehicles throughout the parking garage structure situated on the Market Garage Parcel at all times. Prior to the commencement of any construction, maintenance, repair, or replacement of any portions of the Parking Gate System within Easement Area A -5, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -5 shall be forty (40) years from the date of this Instrument. A -6 Easement for Utilities Within Support Structure for Hotel Air Rights (Easement A -6) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an casement for the installation, construction, operation, maintenance, repair, and replacement of utilities within the Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 13 support structures to be constructed within Easement Area A -1 for the sole purpose of providing Utility Services to the buildings and improvements to be constructed within the Hotel Air Rights in connection with the Hotel Project. The easement area is more particularly bounded and described as Easement Area A -6 on sheet 7 of 10 of the Easement Plan ( "Easement A -6 "). For purposes of Easement A -6, utility services include electricity, telephone, cable, internet, transmission of communications, data, and intelligence, water, sanitary sewer, stormwater, and sprinkler systems which provide services solely to the buildings and improvements to be constructed within the Hotel Air Rights in connection with the Hotel Project. All improvements, equipment, machinery and materials constructed, installed, maintained, or replaced within Easement Area A -6 shall provide, at all times, a net minimum clearance between each deck of the parking garage structure and all improvements, machinery, equipment, and materials to be constructed, installed, or attached to the ceiling above each deck of the parking garage structure of at least the clearance that exists within such deck as of the date of this Instrument between the deck and the bottom of the existing, fixed items attached to the ceiling or structural beams (other than signage attached to the parking garage structure) within such deck of the parking garage structure, but in no event shall such clearance be less than seven feet (7'), unless otherwise required by the Uniform Statewide Building Code, in order to ensure uninhibited travel and use by persons and vehicles throughout the parking garage structure situated on the Market Garage Parcel. Grantee may assign its rights to any provider of utility services to install, operate, maintain, repair, and replace such utility service. Any such assignment shall be subject to all terms, restrictions, covenants, and agreements of this easement and Grantee shall not be relieved or released from any of such obligations. Prior to the commencement of any construction, maintenance, repair, or replacement of any utilities within the support structures for the Hotel Air Rights within Easement Area A -6, Grantee shall Deed of Air Rights Condominium Units and Fasements South Commonwealth Partners 12 2 13 14 provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terns are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -6 shall be forty (40) years from the date of this Instrument. A -7 Easement for Canopy on Northern Facade (Easement A -7) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement situated along a portion of the Market Garage Parcel and between the first and second levels of the northern fapade of the parking garage structure situated on the Market Garage Parcel which areas are more particularly bounded and described as Easement Area A -7 on sheet 1 of 10 of the Easement Plan for the sole purpose of constructing, installing, maintaining, repairing, and replacing a canopy for use by the Grantee in the operation of the Hotel Project ( "Easement A-7). Within Easement Area A -7, Grantee may attach the support structure and equipment for the canopy to the parking garage structure situated on the Market Garage Parcel, and the support structure, equipment, and canopy may overhang the portion of the surface of the Market Garage Parcel included with Easement Area A -7, provided that such installation, maintenance, and repair are performed in accordance with the terms and requirements of the Hotel Performance Agreement, shall, at all times, provide a net minimum clearance of nine (9) feet from the ground to the base of the structures support, and canopy, and, at all times, do not encroach into the air space above the public right -of -way. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -7 is and shall be for forty (40) years from the date of this Instrument. A -8 Easement to Maintain Ceiling of Condominium Units Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 15 (Easement A -8) Official Tax Map No. 4015004 An as appurtenance to the Hotel Project, Grantor grants to Grantee an easement within a portion of the second deck of the parking garage structure situated on the Market Garage Parcel and which is more particularly bounded and described as Easement Area A -8 on sheet 2 of 10 of the Easement Plan for the sole purpose of installing, maintaining, repairing, and replacing materials on the surface of the second deck to seal the floor of the deck above the Condominium Units to prevent seepage of liquids into the Condominium Units ( "Easement A -8 "). All materials installed by Grantee shall permit passage of persons and vehicles throughout Easement Area A -8. Prior to installation, maintenance, repair, or replacement of any materials within Easement Area A -8, Grantee shall provide Grantor with written certification from the architect for Grantee that the installation of such materials shall have no detrimental impact on the usual and customary use of parking garage structure as operated by Grantor and its parking management operator. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -8 shall be forty (40) years from the date of this Instrument. A -9 Easement for Installation, Use, Maintenance and Repair of Exterior Lighting (Easement A -9) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement for the construction, installation, maintenance, replacement, and repair of twelve (12) exterior lighting fixtures, together with necessary cable, wire, and conduit to be attached to the northern and eastern exterior facades of the third level of the parking garage structure situated on the Market Garage Parcel for the sole purpose of providing exterior, upward illumination ( "Easement A -9 ") within the area of Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 16 the Market Garage Parcel as depicted on sheet 3 of 10 of the Easement Plan as Easement Area A -9. Within Easement Area A -9, Grantee may (i) attach not more than six (6) exterior light fixtures to the northerly fagade of the parking garage structure and not more than six (6) exterior light fixtures on the easterly fapade of the parking garage structure; and (ii) connect each exterior fixture to wires, cables, and conduit to other Utility Services to be installed by Grantee. Grantee shall construct and install the exterior light fixtures within an area of not more than four feet (4') in width within Easement Area A- 9, with the centerline of such area being based upon the applicable construction plans for installation of the exterior light fixtures provided to the City of Roanoke Planning, Building and Development Department. Upon completion of the construction and installation of the exterior light fixtures by Grantee, Easement Area A -9 and the rights of Grantee under this Easement A -9 shall be limited to this area, not to exceed four feet (4') in width, in which the exterior light fixtures are located at the time construction and installation are completed by Grantee. Grantee shall not relocate any or all of the light fixtures, as installed, outside of this area that is not to exceed four feet (4') in width, without the prior written consent and approval by Grantor, which consent and approval shall not be unreasonably withheld. At the time Grantee seeks consent and approval from Grantor to relocate the exterior light fixtures, or an portion thereof, Grantee shall provide Grantor with plans and specifications which depict and describe the proposed relocation. Upon any such relocation, Easement Area A -9 and the rights of Grantee under this Easement A -9 shall be limited to the City- approved then current location of the exterior light fixtures. Grantee shall be solely responsible for all utility costs and charges in connection with the installation, operation, maintenance, repair, or replacement of these exterior light fixtures. Grantee shall insure that the exterior light fixtures are separately metered for utility usage. All improvements, equipment, machinery, and materials constructed, installed, maintained, or replaced within this Easement A -9 shall at all times, (i) provide for uninhibited travel and use by persons and vehicles Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 17 within Easement Area A -9, and (ii) provide for uninhibited use of all parking spaces within Easement Area A -9. Grantee shall be solely responsible to install, maintain, repair, and replace the fixtures attached to the northerly fagade of the parking garage structure to insure that these fixtures do not, at any time, encroach into the air space above the public right -of -way. Prior to the commencement of any construction, maintenance, repair, or replacement of any exterior light fixtures or related cable, wires, or conduit within Easement Area A -9, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -9 shall be forty (40) years from the date of this Instrument. A -10 Easement for Canopy on Eastern Facade (Easement A -10) Portions of Official Tax Map No. 4015004 and Official Tax Map No. 4015003 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement situated along portions of the Market Garage Parcel and the Adjacent Parcel and attached to the eastern fagade parking garage structure situated on the Market Garage Parcel between the first and second levels of the eastern fagade of the parking garage structure, situated on the Market Garage which areas are more particularly bounded and described as Easement Area A -10 on sheet 1 of 10 of the Easement Plan for the sole purpose of constructing, installing, maintaining, repairing, and replacing a canopy for use by the Grantee in the operation of the Hotel ( "Easement A -10 "). Within Easement Area A -10, Grantee may attach the support structure and equipment for the canopy to the parking garage structure situated on the Market Garage Parcel, and the support structure, equipment, and canopy may overhang the Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 18 portion of the surface of the Market Garage Parcel and the adjacent parcel included with Easement Area A -10, provided that such installation, maintenance, and repair are performed in accordance with the terms and requirements of the Hotel Performance Agreement, shall, at all times, provide a net minimum clearance of nine (9) feet from the ground to the base of the structures support, and canopy, and, at all times, do not encroach into the air space above the public right -of -way. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -10 is and shall be for forty (40) years from the date of this Instrument. A -11 Easement for Installation, Construction, Maintenance, and Repair of Concrete Pad for Condominium Units (Easement A -11) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement within an area below the Condominium Units on a portion of the Market Garage Parcel at an elevation of approximately 923 feet and lower, such easement area being more particularly bounded and described as Easement Area A -11 on sheet 1 of 10 of the Easement Plan for the sole purpose of constructing, installing, maintaining, and repairing a concrete pad for the floor of the Condominium Units ( "Easement A -11 "). Pursuant to the rights granted hereunder, Grantee may enter into these portions of the parking garage structure included in Easement Area A -11 and construct, install, maintain, and repair the concrete pad that will support the floor of the Condominium Units. Prior to the commencement of any construction, maintenance, installation, or repair of any work associated with the concrete pad within Easement Area A -11, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated herein. Deed of Air Rights Condominium Units and Easements South Commonwealth Partners t2 2 13 19 Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement A -11 shall be forty (40) years from the date of this instrument. B -1 -A Easement for Elevator Shaft (Above a Portion of Condominium Unit #1) (Easement B -1 -A) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project , Grantor grants to Grantee an easement through portions of the parking garage structure situated on the Market Garage Parcel which area is more particularly bounded and described as Easement Area B -1 -A on sheets 2 through 7 of 10 of the Easement Plan for the sole purposes of constructing, installing, maintaining, repairing, and replacing an elevator shaft with two elevator cars to provide elevator service for persons and equipment between Condominium Unit #1 and the buildings and improvements to be constructed within the Hotel Air Rights in connection with the Hotel Project ( "Easement B- 1 -A "). Under no circumstances will the elevator shaft provide for entry or exit from the elevator cars at any locations other than at Condominium Unit #1 and within the buildings and improvements to be constructed within the Hotel Air Rights. Prior to the commencement of any construction, maintenance, repair, or replacement of the elevator shaft within Easement Area B -1 -A, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement 13-1 -A shall be forty (40) years from the date of this Instrument. B -1 -B Easement for Elevator Shaft Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 20 (Below a Portion of Condominium Unit 41) (Easement B -1 -B) Official Tax Map No. 4015004 As an appurtenance to the Hotel Project, , Grantor grants to Grantee easement within the area below the elevation of 923 feet under a portion of Condominium Unit #1 and above the elevation of 915 feet under a portion of Condominium Unit #1 and which area is apart of the Market Garage Parcel which area is more particularly bounded and described as Easement Area 13-1 -B on sheet I of 10 of the Easement Plan for the sole purposes of constructing, installing, maintaining, repairing, and replacing an elevator shaft with two elevator cars to provide elevator service for persons and equipment between Condominium Unit #1 and the buildings and improvements to be constructed within the Hotel Air Rights in connection with the Hotel Project ( "Easement B- 1 -13"). Under no circumstances will the elevator shaft provide for entry or exit from the elevator cars at any locations other than at Condominium Unit #1 and within the buildings and improvements to be constructed within the Hotel Air Rights. Prior to the commencement of any construction, maintenance, repair, or replacement of the elevator shaft within Easement Area B -1 -B, Grantee shall provide such certifications from structural engineers as are required by the Hotel Performance Agreement. The rights of Grantee hereunder are expressly subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement B-1 -B shall be forty (40) years from the date of this Instrument. B -2 Easement for Emergency Egress — (Northwest Stairwell) (Easement B -2) Official Tax Map No. 4015004 Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 21 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement for emergency egress from the buildings and improvements to be constructed within the Hotel Air Rights in connection with the Hotel Project through the parking garage structure situated on the Market Garage Parcel, within the northwest stairwell therein, which area is more particularly bounded and described as Easement Area B -2 on sheets 1 through 7 of 10 of the Easement Plan ( "Easement B -2 "). This emergency egress shall be used only in the event of emergency which requires persons to evacuate the buildings and improvements constructed in the Hotel Air Space in connection with the Hotel Project. This Easement B -2 shall be used by any persons who are present at the Hotel Project, including, without limitation, the employees, contractors, business invitees, patrons, and visitors of the Grantee. Grantee may install, maintain, repair, and replace any such improvements to the stairwell within Easement Area B -2 which may be required by any applicable law, rule, or regulation of any federal, state, or local governmental body, agency, or department. Any and all such installation, maintenance, repairs, or replacements shall be performed at the sole cost and expense of Grantee. Under no circumstances shall any installation, maintenance, repair, or replacement of any improvement to the stairwell within Easement Area B -2 inhibit, restrict, or impede the use of the stairwell by persons who use the parking garage structure situated on the Market Garage Parcel. Grantee shall also install, maintain, repair, and replace, at its sole cost and expense, equipment, including security doors and access systems which shall limit access to the stairwell from the Hotel Project except in the event of an emergency which requires evacuation from the Hotel Project. Pursuant to the laws of the Commonwealth of Virginia, the tern of this Easement B -2 is and shall be forty (40) years from the date of this Instrument. B -3 Easement for Emergency Egress — (Southwest Stairwell) (Easement B -3) Official Tax Map No.4015004 Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 22 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement for emergency egress from the buildings and improvements to be constructed within the Hotel Air Rights in connection with the Hotel Project through the parking garage structure situated on the Market Garage Parcel. Within the southwest stairwell therein, which area is more particularly bounded and described as Easement Area B -3 on sheets 1 through 7 of 10 of the Easement Plan ( "Easement B -3" ). This emergency egress shall be used only in the event of emergency which requires persons to evacuate the buildings and improvements constructed in the Hotel Air Space in connection with the Hotel Project. This Easement B -3 shall be used by any persons who are present at the Hotel Project, including, without limitation, the employees, contractors, business invitees, patrons, and visitors of the Grantee. Grantee may install, maintain, repair, and replace any such improvements to the stairwell within Easement Area B -3 which may be required by any applicable law, rule, or regulation of any federal, state, or local governmental body, agency, or department. Any and all such installation, maintenance, repairs, or replacements shall be performed at the sole cost and expense of Grantee. Under no circumstances shall any installation, maintenance, repair, or replacement of any improvement to the stairwell within Easement Area B -3 inhibit, restrict, or impede the use of the stairwell by persons who use the parking garage structure situated on the Market Garage Parcel. Grantee shall also install, maintain, repair, and replace, at its sole cost and expense, equipment, including security doors and access systems which shall limit access to the stairwell from the Hotel Project except in the event of an emergency which requires evacuation from the Hotel Project. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement B -3 is and shall be forty (40) years from the date of this Instrument. B -4 Easement for Access for Trash Removal (Easement B -4) Official Tax Map No. 4015004 Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 23 As an appurtenance to the Hotel Project, Grantor grants to Grantee an access easement through portions of the parking garage structure situated on the Market Garage Parcel and more particularly bounded and described as Easement Area B -4 on sheet 1 of 10 of the Easement Plan for the sole purpose of allowing Grantee and its employees and contractors to remove trash from the Hotel Project after the Hotel Project is open for business to the public to a dumpster and /or recycling receptacles to be located on Tax Map No. 4011706 ( "Easement 134"). Grantee may remove trash using equipment commonly used in commercial operations such as a hotel. Under no circumstances shall use of Easement B -4 by Grantee interfere with the usual operations of the parking garage structure by Grantor, its employees, and contractors. Grantee shall have no right to store or leave trash, equipment, or materials at any location within the Market Garage Parcel, including Easement Area B -4. Grantee shall, at all times keep and maintain Easement Area B -4 in a clean condition, free from any and all obstructions, including trash and equipment. Grantor reserves the right to relocate this easement at any time provided that (i) Grantor provides Grantee with five (5) business days prior written notice of the relocation; and (ii) such relocation continues to provide Grantee with uninhibited access from the ground level deck of the parking garage structure on the Market Garage Parcel to the dumpster. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement B -4 is and shall be forty (40) years from the date of this Instrument. B -5 Easement for Access (Easement B -5) Portions of Official Tax Map No. 4015004 and Official Tax Map No. 4015003 As an appurtenance to the Hotel Project, Grantor grants to Grantee easements on portions of the Market Garage Parcel and the Adjacent Parcel, more particularly bounded as described as Easement Area B -5 on sheet 1 of 10 of the Easement Plan for the sole purpose of providing access to, and egress Deed of Air Rights Condominium Units and Fasemenls South Commonwealth Parmers 12 2 13 24 from the Condominiums by Grantee, its employees, contractors, business invitees, patrons, and visitors across the Market Garage Parcel or the Adjacent Parcel to public rights -of -way, in connection with the business operations of the Hotel Project. The rights granted herein shall be subject to compliance at all times with the terms of the Hotel Performance Agreement, which terms are incorporated by reference herein. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement B -5 shall be forty (40) years from the date of this Instrument. C -1 Easement for Placement and Operation of Dumpster (Easement C -1) Official Tax Map No. 4011706 As an appurtenance to the Hotel Project, Grantor grants to Grantee an easement on a portion of Tax Map No. 4011706, more particularly bounded and described as Easement Area C -1 on sheet 1 of 10 of the Easement Plan for the sole purpose of placing not more than two (2) trash dumpsters, each of a size no larger than 36 sq. feet in area (6 feet in width and 6 feet in length), within the Easement Area C -1 for the sole purpose of storing and holding for removal trash removed from the Condominium Units and the building and other improvements to be constructed within the Hotel Air Rights, after the Hotel Project opens and becomes operational for business to the general public( "Easement C -1 "). Each of the dumpsters shall be placed against the wall located along the westerly side of Easement Area C -1. Grantee shall keep and maintain Easement Area C -1 in a clean and safe condition and in a condition which will not inhibit the flow of vehicular or pedestrian traffic along any public right -of- way. Grantee shall place no materials, machinery, or equipment within Easement Area C -1 except for the placement of not more than two (2) dumpsters as described herein, which location, operation, and maintenance shall at all times be in compliance with all applicable laws, rules, and regulations. Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 25 Grantee shall also have the right, at its sole cost and expense, to bring water, sanitary sewer, and electricity service from existing service lines within the public right -of -way of Luck Avenue, S.E. to the southwesterly corner of Easement Area C -1 for the purpose of providing water, sanitary sewer, and electricity services to Easement Area C -1 for the sole purposes of operating, maintaining, and keeping clean the dumpster(s) and Easement Area C -1. Grantee shall be solely responsible for obtaining water, sanitary sewer, and electricity services from the providers of such services, including without limitation, ensuring that all such services are separately metered and billed to Grantee.. Pursuant to the laws of the Commonwealth of Virginia, the term of this Easement C -I is and shall be forty (40) years from the date of this Instrument. D. Temporary Construction Easements (1) Official Tax Map Nos. 4015004 and 4015003 (Temporary Construction Easements D -1) As an appurtenance to the Hotel Project, Grantor grants to Grantee temporary construction easements to enter onto portions of the Market Garage Parcel and the Adjacent Parcel to place, store, remove, and employ supplies, materials, machinery, and equipment to be used in conjunction with the development and construction of the Hotel Project ( "Temporary Construction Easement D -1 "). All rights granted pursuant to Temporary Construction Easement D -1 are expressly subject to the terms and conditions of the Hotel Performance Agreement and the Parking Agreement including, without limitation, the creation of construction schedules satisfactory to Grantor and adherence to such schedules to coordinate construction of the Hotel Project in such a manner as to limit interference with the customary and usual operations of the parking garage structure situated on the Market Garage Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 26 Parcel by Grantor, its employees, agents, contractors, and business invitees. Under no circumstances shall Grantee store materials, supplies, machinery, or equipment in any portion of the parking garage structure other than on the upper most deck of the parking garage structure situated on the Market Garage Parcel. All storage of materials, supplies, machinery, or equipment on the upper most deck of the parking garage structure shall, at all times, comply with all engineering and structural load limitations and requirements of the parking garage structure including without limitation, the live load limitations of the parking garage structure. Grantee shall install, maintain, and repair all structures and improvements within the Market Garage Parcel and the Adjacent Parcel necessary or required by any Federal, state, or local governmental board, agency, or commission, to ensure at all times safe and uninhibited passage by persons and vehicles entering, exiting, or traveling on the Market Garage Parcel or the Adjacent Parcel. This obligation includes, without limitation, the installation, maintenance, and repair of (i) protective covering over all entrances and exits to the parking garage structure situated on the Market Garage Parcel; (ii) a protective covering over the existing sidewalk situated on the Adjacent Parcel; (iii) protective covering to protect persons and vehicles traveling or using any public rights -of -way; (iv) protective covering for persons entering or exiting buildings adjacent to or in the vicinity of the Market Garage Parcel. The protective coverings shall protect persons traveling within these areas and shall allow for safe and uninhibited travel by all persons. Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 27 Temporary Construction Easement D -1 shall terminate and expire upon issuance of a permanent certificate of occupancy for the Hotel Project by the City of Roanoke Planning, Building and Development Department. Upon completion of construction, Grantee shall restore the Temporary Construction Easement D -1 to the condition as the same existed prior to commencement of construction. (2) Official Tax Map No. 4011706 (Temporary Construction Easement D -2) Grantor grants to Grantee a temporary construction easement to enter onto portions of the Fire House Parcel not occupied by buildings and improvements owned by Grantor, to place materials, machinery, and equipment to be used in conjunction with the development and construction of the dumpster facility within Easement Area C -1, and for no other purpose ( "Temporary Construction Easement D -2 "). All rights granted pursuant to this Temporary Construction Easement D -2 are expressly subject to the terns and conditions of the Hotel Performance Agreement including, without limitation, the creation of construction schedules satisfactory to Grantor and adherence to such schedules to coordinate construction of the dumpster facilities for the Hotel Project in such a manner as to limit interference with the customary and usual operations conducted by Grantor, its contractors, employees, agents, and business invitees on the Fire House Parcel or the customary and usual operations of the parking garage structure situated on the Market Garage Parcel conducted by Grantor, its contractors, employees, agents, and business invitees. Under no circumstances shall Grantee store Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 28 materials, supplies, machinery, or equipment within any buildings situated on the Fire House Parcel or inhibit ingress and egress to any buildings situated on the Fire House Parcel. This Temporary Construction Easement D -2 shall terminate and expire upon issuance of a permanent certificate of occupancy for the Hotel Project by the City of Roanoke Planning, Building and Development Department. Upon completion of construction, Grantee shall restore the Temporary Construction Easement D -2 to the condition as it existed prior to commencement of construction. E. Limitation of Rights Under All Easement Rights Grantee acknowledges that each of the easements granted by this Deed are expressly subject to the terms and conditions of the Hotel Performance Agreement, including, without limitation, Grantee's obligations to maintain at all times insurance in amounts and scope of coverage, indemnity, and schedule of construction. All of the easements granted hereunder shall run with the title to the Hotel Air Rights and the Condominium Units, shall be limited for the use and operation of the Hotel Project and for no other purposes, and shall expire upon expiration of its respective term as set forth in this Instrument. Upon expiration of the term of an easement granted by this Instrument, Grantee shall have no further rights or interest in such Easement Rights. Grantee and Grantor acknowledge and agree that Grantor reserves unto Grantor, its successors and assigns, all rights in the Market Garage Parcel, the Adjacent Parcel, and the Fire House Parcel for any and all uses, including the right to grant easements and other rights to others, provided that any such use shall not unreasonably interfere with Grantee's use and enjoyment of the Easement Rights granted herein to Grantee for the express purposes granted. Deed of Air Rights Condominium Units and Easements South Commonwealth Pallets 12 2 13 29 With respect to Easement 13-1 -A and Easement 13-1 -B only, Grantor's retained and reserved rights in Easement Area 13-1 -A and Easement Area 13-1 -B shall not include the right to install any equipment or other facilities within Easement Area 13-1 -A or Easement Area B -1 -B, or to grant to any other person or entity such rights, unless and until Grantor has delivered the plans and specifications for such proposed equipment or facilities to the Grantee and Grantee has approved those plans and specifications, which approval Grantee shall not unreasonably withhold, condition, or delay. With respect to Easement C -1 only, Grantor's retained and reserved rights in Easement Area C- I shall not include the right to place a dumpster or other trash receptacle in Easement Area C -I or to dispose of trash in the dumpsters or other receptacles placed within Easement Area C -1 by Grantee pursuant to this Easement Right, or to grant to any person or entity such rights described in this sentence. Grantee acknowledges and agrees that it shall be solely responsible for the costs of all Utility Services provided to the Hotel Project and, to the extent required, Grantee shall provide separate meters to account for and assess the costs of Grantee for any such Utility Services. Grantee shall also be solely responsible for all costs and expenses for any and all construction, installation, maintenance, repair, and replacement in connection with any and all of the Easement Rights granted herein. Subject to the provisions of this Section E, Grantee, and its, employees, agents, and contractors shall have access, with persons, equipment, and vehicles, to the Market Garage Parcel and the Adjacent Parcel, at reasonable times and with reasonable notice to Grantor, to maintain, repair, or replace the Improvements within the limits of such easement areas. Such maintenance, repair, and replacement shall be performed in a manner that interferes to the least practicable extent with the conduct of Grantor's business operations at the Market Garage Parcel and the Adjacent Parcel. All such maintenance, repair and replacement shall be performed in compliance with the Hotel Performance Agreement. Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 30 F. Payment for Loss of Parking Spaces. Prior to the commencement of any construction, Grantee shall pay to Grantor the Supplemental Payments, if any, as defined and set forth in the Hotel Performance Agreement upon completion of construction of all improvements within any Easement Rights granted herein, including without limitation the improvements within Easement Area A -1 and Easement Area B -1 -A, and prior to the issuance of a Certificate of Occupancy as this term is defined in the Hotel Performance Agreement. . G. Further Amendments, Cooperation (a) Grantee agrees to, and shall, provide Grantor with field verified, sealed surveyor's plats showing the final location and extent of all easements granted herein on the Market Garage Parcel, the Adjacent Parcel, and the Fire House Parcel (the "Surveyor's Easement Plats "), prior to issuance of the Certificate of Occupancy, as this term is defined in the Hotel Performance Agreement. These Surveyor's Easement Plats shall include accurate dimensions and references to the property boundary of the servient property for all easement areas, certified and sealed by a surveyor licensed in the Commonwealth of Virginia, and in a form suitable for recording in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia. Grantee shall be responsible for and pay all costs and expenses related to the preparation, completion, delivery, and recordation of the Surveyor's Easement Plats. (b) The Surveyor's Easement Plats, with respect to Easement A -3, Easement A -4, Easement A -5, and Easement A -9, shall establish the applicable easement area for each such easement by using the centerline of the improvements as shown on, and to be installed by Grantee in accordance with the applicable construction plans together with a width of four feet (4') (two feet (2') on each side of the centerline). Prior to determining the actual width of each easement area following construction and installation of improvements within such easement area, Grantee shall provide the City of Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 31 Roanoke Engineering Department with the proposed width of each such easement area for review and approval, such approval to be provided within ten (10) days after receipt of the proposed plat and such approval not to be unreasonably withheld. Grantee agrees to, and shall, provide Grantor with field verified, sealed surveyor's plats showing the final location and extent of the City Utility Services Easement ( "Surveyor's City Utility Services Easement Plat "), prior to issuance of the Certificate of Occupancy, as this term is defined in the Hotel Performance Agreement. The Surveyor's City Utility Easement Plat shall include accurate dimensions and reference to the property boundary of the Condominium Units, certified and sealed by a surveyor licensed in the Commonwealth of Virginia, and in a form suitable for recording in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia. Grantee shall be responsible for and pay all costs and expenses related to the preparation, completion, delivery, and recordation of the Surveyor's City Utility Services Easement Plat. Grantor and Grantee acknowledge and agree that each will cooperate with the other in providing amendments and modifications to Easement Rights and other rights granted hereunder to confirm the Easement Rights and rights granted hereunder to the areas depicted within the Surveyor's Easement Plats. Grantor and Grantee shall record the Surveyor's Easement Plats and modifications to the Easement Rights in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia. 4. Grantor and Grantee acknowledge and agree that each will cooperate with the other in providing amendments and modifications to the City Utility Services Easement to confirm the City Utility Services Easement to the area depicted within the Surveyor's City Utility Services Easement Plat. Grantor and Grantee shall record the Surveyor's City Utility Services Easement Plat and any modifications to the City Utility Services Easement in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia. Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 32 H. Bond. 1. Grantee agrees to and shall provide and maintain during the entire term of the Easement Rights a bond, or such other security as approved by the City Manager (such as a letter of credit), (collectively -bond) in the amount of $ to secure Grantee's performance with regard to the Easement Rights under this Deed. Failure to provide and maintain the Bond shall be grounds for termination of the Easement Rights. The form of the Bond shall be subject to approval by City. 2. The amount of the Bond required herein will be reviewed every five (5) years by the City and may be increased or decreased by the City at the time of each review to reflect the reasonable costs of the performance of the Easement Rights under this Deed by Grantee at that time. Any increase or decrease in the amount of the Bond shall be mutually agreed upon between the parties, such agreement to not be unreasonably withheld. This Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements is further subject to all easements, reservations, restrictions, and conditions of record affecting the rights and interests conveyed herein and such matters as would be shown by a survey. All rights and interests conveyed herein are expressly subject to all terms and conditions of the Hotel Performance Agreement and the Parking Agreement. TO HAVE AND TO HOLD the rights and interests conveyed herein unto the Grantee, its successors and assigns. AND the Grantor does hereby covenant to warrant specially the Certain Air Rights, Condominium Units, and Easement Rights hereby conveyed. SIGNATURE PAGE TO FOLLOW Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 33 WITNESS the following signatures and seals: ATTEST: Stephanie M. Moon, City Clerk COMMONWEALTH OF VIRGINIA § To -wit: CITY OF ROANOKE GRANTOR: CITY OF ROANOKE VIRGINIA By: (SEAL) Christopher P. Morrill, City Manager The foregoing instrument was acknowledged before me this day of 2013, by Christopher P. Morrill, City Manager of the City of Roanoke, for and on behalf of the City. My Commission expires: Notary Public Approved as to Form: City Attorney Authorized by Ordinance No. SEAL Decd of Air Rights Condominium Units and Easements South Commonwealth Parmers 12 2 13 34 The terms and conditions of this Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements, including, without limitations the provisions that these conveyances are expressly subject to the City Utility Services Easement, the Hotel Performance Agreement and the Parking Agreement, and acceptance of the "special declarant rights" as described herein, are acknowledged, agreed to, and accepted. 1`IC71 Printed Name: STATE OF SOUTH CAROLINA § To -wit: COUNTY OF GRANTEE: SOUTH COMMONWEALTH PARTNERS, LLC By Its The foregoing instrument was acknowledged before me this day of , 2013 by the of South Commonwealth Partners, LLC, a South Carolina limited liability company, for and on behalf of South Commonwealth Partners, LLC. My Commission expires: Notary SEAL Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 35 EXHIBIT A TO DEED OF CERTAIN AIR RIGHTS, DEED OF CONDOMINIUM UNITS, AND DEED OF EASEMENTS DATED 12013 COPY OF PERFORMANCE AGREEMENT FOR HOTEL DEVELOPMENT, CONSTRUCTION, OPERATION, AND MAINTENANCE DATED 12013 Deed of Air Rights Condominium Units and Easements South Commonwealth Partners 12 2 13 36 DRAFT 12/16/13 PERFORMANCE AGREEMENT FOR HOTEL DEVELOPMENT, CONSTRUCTION, OPERATION, AND MAINTENANCE by and between CITY OF ROANOKE, VIRGINIA (the "City") a Virginia Municipal Corporation and SOUTH COMMONWEALTH PARTNERS, LLC (the "Developer ") a South Carolina limited liability company authorized to do business in Virginia Dated: , 2013 This Performance Agreement for Hotel Development, Construction, Operation, and Maintenance (the "Hotel Performance Agreement") is made and entered into this day of , 2013, by and between the City of Roanoke, Virginia, a Virginia Municipal Corporation (the "City "); and South Commonwealth Partners, LLC, a South Carolina limited liability company, authorized to do business in Virginia (the "Developer "). RECITALS A. Capitalized terms in this Hotel Performance Agreement and not otherwise defined shall have the meanings ascribed to them in Article 11 of this Hotel Performance Agreement. B. The City and Developer are parties to the Sale Agreement pursuant to which the City agreed to sell Property and Easements to Developer for the Purchase Price and Developer agreed to pay the Purchase Price and acquire the Property and Easements in order to develop, construct, operate, and maintain the Hotel Project. C. The City and the Developer are prepared to close on the transactions contemplated by the Sale Agreement effective as of the date of this Hotel Performance Agreement. D. Contemporaneously with the closing the City and Developer have entered into a Parking Agreement which provides Developer with the ability to obtain Parking Permits at the Market Garage for use by Hotel Guests. E. Pursuant to Section 8 of the Sale Agreement, the transactions contemplated by the Sale Agreement are contingent upon the City and Developer entering into (i) a development or performance agreement, and (ii) a maintenance agreement with respect to the Hotel Project. F. The City and Developer desire to satisfy the contingences set forth in the Sale Agreement with respect to execution, delivery, and performance of (i) a development agreement or performance agreement, and (ii) a maintenance agreement by executing, delivering, and performing this Hotel Performance Agreement. NOW, THEREFORE, based upon the mutual promises and covenants contained herein, and for other good and valuable consideration, the City and Developer agree that the Recitals set forth above are incorporated into this Hotel Performance Agreement and made a part hereof and the City and Developer further agree as follows: Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 ARTICLE I PREAMBLE The City and Developer intend that this Hotel Performance Agreement set forth certain agreements, covenants, and understandings with respect to the development, construction, operation, maintenance, and repair of the improvements to be made by Developer with respect to the Hotel Project. The City and Developer acknowledge and agree that the development, construction, operation, maintenance, and repair of the Hotel Project be performed in a manner to minimize interference with the usual and customary operation of the Market Garage by the City and as set forth in the Parking Agreement. ARTICLE II As used in this Hotel Performance Agreement, the following terms shall have the following meanings: 2.1 Applicable Laws shall mean all federal, state, and local laws, rules, regulations, or ordinances that affect or otherwise apply to the transactions contemplated by this Hotel Performance Agreement. 2.2 Approvals shall mean all consents, permits, and other approvals under Applicable Laws required or deemed necessary to develop, construct, operate, and maintain the Hotel Project. 2.3 Business Days shall mean a Day or Days other than a Saturday, Sunday, or holiday established under the laws of the United States of America or the Commonwealth of Virginia. 2.4 Certificate of Occupancy shall mean the permanent certificate issued by the City's Department of Planning, Building, and Development which authorizes Developer to conduct Hotel Business at the Hotel, and such certificate includes no conditions, contingences, or restrictions and which Certificate of Occupancy shall be issued within thirty (30) days after the Construction Completion Date. 2.5 City shall mean the City of Roanoke, Virginia, a Virginia municipal corporation. 2.6 City Manager shall mean the person appointed by the City Council as the City Manager for the City or the person designated by the City Manager to act on behalf of the City Manager. 2.7 Construction shall mean activities of Developer to begin and continue uninterrupted actual physical construction of the Hotel Improvements and shall include obtaining all Approvals to Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 2 commence the construction work contemplated by this Hotel Performance Agreement and establishing the Final Construction Schedule. 2.8 Construction Commencement Date shall mean the Day on which Developer commences Construction of the Hotel Project after receiving all Approvals for construction; provided, however, that Day shall not be later than July 1, 2014 unless extended by not more than two (2) months upon the mutual written agreement of the Parties. 2.9 Construction Completion Date shall mean the date on which Developer has completed construction of the Hotel Project and has been issued a certificate of substantial completion by the supervising architect retained by Developer for the Hotel Project. 2.10 Construction Representative shall mean the person or persons designated by the City and Developer from time -to -time to represent the interests of the City and Developer, respectively, at regular meetings of the City with Developer, the General Contractor, and other to review progress of the development and construction of the Hotel Project in accordance with the Plans. 2.11 Construction Schedule shall mean the schedule created by Developer, after consultation with and review by the City, which establishes the period of construction, hours and Days of operation, delivery of materials, staging, and all other matters related to the development and construction of the Hotel Project. The tern shall also include the Final Construction Schedule as described in Section 3.3.1 of this Hotel Performance Agreement. 2.12 Day or Days shall mean a calendar day beginning and ending at the prevailing time in the City. 2.13 Default shall mean the failure of a party to this Hotel Performance Agreement to (i) pay any such amount due by such party within 15 Days after such payment becomes due and payable and /or (ii) failure to perform any act or obligation required of such party within 30 days after such act or obligation is to be performed; and in either such event, such failure to pay, act or perform is not cured within 30 days after written notice is given to the party in breach. 2.14 Developer shall mean South Commonwealth Partners, LLC, a South Carolina limited liability company, authorized to do business in Virginia. 2.15 Easements shall mean those easements and other rights described and defined in the Sale Agreement as Easements and described in Exhibit 2.15 attached hereto and made a part hereof. 2.16 General Contractor shall mean the entity retained by Developer to develop and construct the Hotel Project. The General Contractor shall be qualified to conduct business under the laws of Virginia and shall have a City business license. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 3 2.17 Governmental Entity shall mean any federal, state, or local governmental body, agency, board, or commission. 2.18 Hotel shall mean a hotel with at least 123 rooms but not more than 130 rooms to be constructed within the Property and Easements and operated in accordance with the Hotel Franchise. 2.19 Hotel Business shall mean operation of the Hotel for business to the public pursuant to the Hotel Franchise and general business practices of the hospitality business, including, but not limited to, offering rooms for use by the public and providing guests at the Hotel with amenities. 2.20 Hotel Franchise shall mean the agreement by and between Developer and the holder of the franchise for Hampton Inn & Suites dated as of August 7, 2012 (the "Current Franchise Agreement ") and which agreement sets forth the commitment of the holder of the franchise to authorize Developer to operate the Hotel as a Hampton Inn & Suites hotel and which agreement establishes the terms and conditions under which Developer shall operate the Hotel as a Hampton Inn & Suites hotel. Hotel Franchise shall also mean (i) any renewals or extensions of the term of the Current Franchise Agreement, and (ii) such other agreements to operate a hotel under a franchise for a limited service hotel or higher standard as set by Smith Travel Research. 2.21 Hotel Guest or Hotel Guests shall have the meaning ascribed to such terms in the Parking Agreement. 2.22 Hotel Opening g Date shall be the date on which Developer opens the Hotel for Hotel Business which date shall be no later than June 30, 2016. 2.23 Hotel Opening Liquidated Damages shall mean the amount equal to Two Hundred Fifty dollars ($250.00) multiplied by the number of Days after June 30, 2016, and until and including the Day on which the Hotel actually opens for Hotel Business. 2.24 Hotel Performance Agreement shall mean this Agreement, duly executed and delivered by the City and Developer, and all amendments, modifications, and extensions thereto which have been made in accordance with the terms and conditions hereof. 2.25 Hotel Project shall mean the development and construction of the Hotel within the Property and Easements in accordance with the Plans. 2.26 Improvements shall mean the building materials, machinery, equipment, and facilities installed by Developer on, in, within, or adjacent to the Market Garage for use in the Hotel Project. Improvements shall include the extension of all Utilities within the Market Garage, to the Hotel. Improvements shall not include those installations related to the operation of the Market Garage as set forth in the Parking Agreement. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 4 2.27 Indemnity shall mean the obligation of Developer to indemnify and hold the City, its agents, contractors, representatives, and employees harmless from any and all claims, causes of action, suits, damages, or liabilities for all such matters as described in this Hotel Performance Agreement. 2.28 Insurance shall mean the amounts, coverages, policies, and insurance required to be maintained and in effect by Developer and more particularly described in Exhibit 2.28 attached hereto and made a part hereof. 2.29 Insured Casualty shall mean any peril against which Insurance is required pursuant to this Hotel Performance Agreement and is more particularly described in Exhibit 2.28 attached hereto and made a part hereof. 2.30 Market Garage shall mean the public parking garage structure and related facilities owned and operated by the City and located at 25 Church Avenue, S.E., Roanoke, Virginia. 2.31 Parking Agreement means that agreement by and between the City and Developer dated 2013 related to the use, maintenance, and operation of the Market Garage, including the ability of Developer to obtain Parking Permits for use by Hotel Guests. 2.32 Parking Permits shall have the meaning as ascribed to such term as set forth in the Parking Agreement. 2.33 Parties shall mean the City and Developer and their respective successors and assigns. 2.34 Plans shall mean all surveys, engineering, and architectural drawings created and prepared for the development, construction, and operation of the Hotel Project, along with all amendments, changes, additions, and deletions to any such Plans, as approved, or consented to, by the City Manager. The Plans shall include a detailed description of the quality and approved materials to be used to construct the Hotel, including all exterior facades of the Hotel. 2.35 Propert y shall mean the Condominium Units and Air Rights as described and defined in the Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements dated , 2013, and which Condominium Units and Air Rights are more particularly described in Exhibit 2.35 attached hereto and made a part hereof. 2.36 Purchase Price shall mean the sum of $800,000 paid by Developer to the City for the acquisition of the Property and Easements in accordance with the terms and conditions of the Sale Agreement. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 5 2.37 Sale Agreement shall mean the First Amended and Restated Contract for Sale by and between the City and Developer dated as of , 2013, under which agreement the City agreed to sell and the Developer agreed to purchase the Property and the Easements for the development, construction, and operation of the Hotel, and which Sale Agreement amends, restates, and replaces the Contract for Sale between the City and Developer dated August 29, 2012, as amended by Amendment No. 1 dated July 29, 2013. 2.38 Supplemental Payment shall mean the additional payment due from Developer and payable to the City as compensation to the City for the permanent loss of use of parking spaces within the Market Garage as a result of the construction, installation, and operation of any Improvements of Developer within any of the Easements including, without limitation, an elevator shaft within the Market Garage to provide elevator service to the Hotel or any support structures within the Market Garage. Pursuant to Section 2 of the Sale Agreement, the Supplemental Payment is equal to $7,500.00 multiplied by the number of parking spaces within the Market Garage in excess of twelve (12) which will become permanently unusable as parking spaces as a result of the construction, installation, or operation of any Improvements within any of the Easements, including without limitation, the elevator shaft and the support structures to be attached to the upper most deck of the Market Garage. 2.39 Termination Date shall mean the latest date on which the Easements expire. 2.40 Unavoidable Delays shall mean the circumstances and events described in Article VIII of this Hotel Performance Agreement. 2.41 Utilities shall mean all utility services provided to or used by Developer in connection with the development, construction, and operation of the Hotel, including, but not limited to, electricity, natural gas, telephone, cable, internet, water, sanitary sewer, stormwater, sprinkler and fire suppression systems, broadband, and data information systems. ARTICLE III PLANNING AND APPROVAL OF HOTEL PROJECT 3.1 Planning Approvals and Certification 3.1.1 Prior to seeking any Approvals for the Hotel Project from any Governmental Entity, Developer shall submit its Plans to the City Manager for review and consent. The City Manager shall review the Plans and may provide the Plans to the City's consultants, engineers, and advisors for review and comment to the City Manager. The City Manager may request changes to the Plans which the City Manager deems appropriate to conform the Plans for the Hotel Project to the character and aesthetics of the Market Garage and the downtown area in which the Market Garage is situated, including changes to the quality or appearance of materials to be used in the construction of the Hotel. Developer shall have Developer's engineers, architects, other Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 6 consultants, and General Contractor meet with representatives of the City Manager for the purpose of reviewing any such requests from the City Manager and address such requests. The City Manager shall review and provide the requests of the City Manager to Developer within ten (10) Business Days following its receipt of the Plans or within two (2) Business Days if the requested change is in the critical path. Developer shall make no material changes to the building exterior without the prior written approval or consent of the City Manager. 3.1.2 Prior to seeking any Approvals, Developer shall provide the City with the written certification from qualified structural and mechanical engineers authorized to practice in Virginia which certify that (i) the engineers have reviewed the design of the Hotel Project and the structure of the Market Garage and that the design of the Hotel Project has been made in accordance with prudent engineering standards established in Virginia to ensure that the structure of the Market Garage can and will support the Hotel Project; (ii) the construction and operation of the Hotel Project will not adversely affect the structural integrity, soundness, and operation of the Market Garage; (iii) the structure of the Market Garage is adequate to support the addition of the Hotel Project to the Market Garage; and (iv) upon completion of construction of the Hotel Project, the Market Garage shall be structurally sound and operationally safe and can be operated in the manner for which it is intended as a public parking garage. This certification shall be made to the City for its benefit and shall include an Indemnity. The form of this certification shall be without exception or exclusion except for those exceptions and exclusions specifically accepted by the City Manager. Developer shall be solely responsible for all costs and expenses assessed or incurred in order to provide this certification. 3.1.3 Developer acknowledges and agrees that satisfaction of the requirements set forth in Sections 3.1.1 and 3.1.2 does not bind any Governmental Entity, including, but not limited to the City's Department of Planning, Building, and Development in reviewing applications for permits or approvals submitted by Developer in connection with the Hotel Project. Developer acknowledges and agrees that such proceedings are independent of any Applicable Laws which requires Developer to seek and obtain Approvals in order to construct the Hotel Project. 3.1.4 Prior to construction, Developer shall provide the City with a copy of the Hotel Franchise which authorizes Developer or its designee the right to operate the Hotel Project. Developer shall certify that the copy of the Hotel Franchise is the final form of the franchise agreement which has been fully executed and delivered and is in full force and effect. 3.1.5 Prior to construction, Developer shall provide the City with final plans for the construction of (i) office space, including one (1) bathroom facility and one (1) electrical room for garage operations, for use by the City within the ground level of the Market Garage, consisting of approximately 709 sq. ft. of space, and which space is depicted on plans prepared by Developer's architect dated , 2013 ( "City Office Space "); and (ii) the exterior walls of the Condominium, including those portions of the walls that will become property of the City upon completion ( "Condominium Walls "). The final plans shall provide details regarding the materials, equipment, and fixtures (including all bathroom fixtures, electrical equipment and fixtures for the electrical room) to be constructed or installed within the City Office Space and the materials to be used, constructed, or installed for the Condominium Walls. Upon approval of Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 7 the final plans by the City, Developer shall construct the City Office Space and the Condominium Walls to finished condition, in a workmanlike fashion, at the sole cost and expense of Developer. 3.2 Approvals 3.2.1 Developer shall obtain all Approvals at its sole cost and expense. Developer shall also be solely responsible for installation, relocation, and upgrade of Utilities related to the construction of the Hotel Project, the City Office Space, and the Condominium Walls, including the installation and relocation of existing utility services provided to the Market Garage, or improvement of Utilities, within, under, or related to the Market Garage which are required for the construction, operation, and /or maintenance of the Hotel Project. 3.2.2 Developer shall diligently pursue all Approvals upon receipt of acceptance of the Plans by the City Manager as provided in Section 3. 1.1 of this Hotel Performance Agreement. 3.3 Construction 3.3.1 Prior to commencement of any construction of the Hotel Project, Developer shall prepare the Construction Schedule and deliver the Construction Schedule to the City Manager. Developer and the General Contractor shall meet with the City Manager and the City's Construction Representatives to review the Construction Schedule. Developer and the General Contractor shall amend or adjust the Construction Schedule as requested by the City or its Construction Representatives for any amendment or adjustment which is, in the reasonable determination of the City Manager or the City's Construction Representative, necessary or advisable to coordinate the construction of the Hotel Project with the daily operation of the Market Garage and other activities in the downtown area in which the Market Garage is situated. The City will not request amendments or adjustments that will have the cumulative effect of delaying or extending the Construction Schedule by more than ten (10) Days excluding, however, delays or extensions in the Construction Schedule requested by the City due to Unavoidable Delays. Upon completion of this review, Developer, the General Contractor, the City, and their Construction Representatives shall prepare and sign the Final Construction Schedule. The Final Construction Schedule shall establish the Construction Commencement Date. 3.3.2 Developer shall provide the City with copies of plans and drawings for any changes in the Plans with respect to Improvements or any work for renovation, replacement, or modification of any portion of the Market Garage related to the construction or installation of Improvements. 3.3.3 Prior to the commencement of construction of any Improvements, Developer shall obtain Approvals from the City with respect to the use of City Property, including the Market Garage, to construct, install, maintain, and repair any such Improvements. The City's Construction Representative will cooperate with Developer, the General Contractor, and subcontractors. Developer and its General Contractor shall make arrangements for the provision of all utility Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 8 services and power in connection with all construction activities and Developer, the General Contractor, and all subcontractors, materialmen, and suppliers shall be solely responsible for all costs of such utility services. Under no circumstances shall Developer, its General Contractor, subcontractors, materialmen, and suppliers use utility services provided to the City in connection with the operation of the Market Garage. 3.3.4 The Construction Representatives shall meet at regularly scheduled intervals during the period of construction to review the progress of construction, issues that may arise during construction, and other matters dealing with the construction of the Hotel Project. The Construction Representatives shall endeavor to resolve issues in good faith using reasonably prudent Virginia construction standards. 3.3.5 During the period of construction, Developer shall take all steps necessary to minimize any disruption or interference with the operation of the Market Garage by the City. Pursuant to this requirement, Developer and the City shall implement the Traffic Flow Plans at the commencement of any construction activity. In the event that any anticipated construction activity may disrupt or interfere with the operation of the Market Garage, Developer shall notify the City's Construction Representative at least 48 hours prior to such activity so that the City and Developer can address the matter with the objective of minimizing the disruption or interference with the operation of the Market Garage. 3.3.6 For purposes of this Hotel Performance Agreement, disruptions or interferences with the operation of the Market Garage by the City during construction which are the result, in whole or in part, by the negligent, gross negligent, reckless, or intentional acts or omissions of the Developer, the General Contractor, or any of their contractors, subcontractors, suppliers, material men, employees, agents or business invitees shall be the sole responsibility and cost of the Developer and Developer shall reimburse the City for all losses of business income resulting from such acts or omissions. Developer shall provide evidence of insurance with regard to this obligation in accordance with Section 6.1 of this Hotel Performance Agreement. The Developer shall also provide, upon execution of this Hotel Performance Agreement, the additional requirements set forth in Section 6.2 of this Hotel Performance Agreement. 3.3.7 The Developer's responsibility and liability for losses due to the interruption of business operations of the Market Garage by the City and its parking management operator include all losses of income to the City and /or its parking management operator which occur at the Market Garage. The City shall take reasonable steps to mitigate its loses only to the extent that it can accommodate patrons of the Market Garage within portions of the Market Garage which remain open, available, and unaffected by the circumstances which created the business interruption. 3.3.8 During the period of Construction, Developer shall take all actions deemed necessary or advisable to avoid interference, trespass, or unauthorized entry or encroachment onto (i) real property of the City, other than those portions of real property on which the City has granted temporary construction easements to Developer and its contractors for the sole purpose of constructing the Hotel Project, including any air rights above such property; or (ii) real property Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 9 of others unless Developer obtains temporary easements or permissions from the owner(s) for such real property. 3.3.9 Developer shall be solely responsible for all costs associated with the relocation of any existing Utilities for any relocation that is required for the development and construction of the Hotel Project. Developer shall be solely responsible for all costs associated with the construction of the City Office Space and the Condominium Walls, including all costs associated with the relocation of any existing utility services provided to the Market Garage and the costs of materials, equipment, and fixtures for the City Office Space and the Condominium Walls. 3.4 Retrofit of Market Garage Vehicular Traffic Flows 3.4.1 Developer acknowledges and agrees that the construction of the Improvements, including the construction of the elevator shaft through the Market Garage as a part of the Project, will cause disruption of the current two -way vehicular traffic flow within the Market Garage. In order to create, establish, and maintain safe, convenient, and efficient vehicular traffic flow within the Market Garage and minimize the disruption of vehicular traffic flow, City shall provide the Developer with plans to retrofit the Market Garage in accordance with the provisions of this Section 3.4 (the "Traffic Flow Plans ") on the execution of this Hotel Performance Agreement. The Traffic Flow Plans will establish one -way vehicular traffic patterns within the Market Garage. The Traffic Flow Plans will include, but not be limited to (i) delineation of all signage and directional changes that will be necessary to allow one -way vehicular traffic flow within the Market Garage; (ii) shall maintain the width of the travel lanes throughout the Market Garage of at least nineteen feet (19') between the end of each existing parking space throughout the Market Garage; (iii) maintain eleven (11) existing parking spaces on each deck of the Market Garage in each row in which the elevator shaft to be constructed by Developer penetrates a deck of the Market Garage; (iv) installation of a protective cover between the partially completed ramps on the easterly side of the top deck of the Market Garage to permit safe passage of vehicles on the lower deck; and (v) such other improvements that may be necessary to create, establish, and maintain safe, convenient, and efficient traffic flow within the Market Garage. For purposes of item (iii), the eleven (11) parking spaces are counted beginning on the westerly side of each row and proceed in an easterly direction toward the proposed elevator shaft. The City shall create the Traffic Flow Plans in consultation with the Park Roanoke, the parking management operator of the Market Garage on behalf of the City. 3.4.2 Developer and the City acknowledge and agree that the timely implementation of the Traffic Flow Plan is critical and essential to the continued safe, convenient, and efficient operation of the Market Garage. For this reason, Developer and the City shall implement the Traffic Flow Plans prior to commencement of construction of any Improvements. 3.4.3 Developer shall pay the following costs in connection with implementation of the Traffic Flow Plans: Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 10 3.4.3.1 All costs for the production and installation of signage (whether signs to be attached to walls, suspended from ceilings, or painted on floors or walls) throughout the Market Garage, and the cost to remove any existing signage (whether attached or painted) required by the Traffic Flow Plans, including the creation of signage specifications, removal of existing signage, and plans for signage location throughout the Market Garage, in an amount not to exceed the lesser of (i) $20,000.00, or (ii) the actual costs incurred. Developer shall make this payment to the City within thirty (30) Days after receipt of an invoice for such work. 3.4.3.2 All costs associated with striping the remaining portion of a parking space adjacent to the proposed elevator shaft, after the elevator shaft is constructed to indicate that such area is not available for parking a vehicle. 3.4.3.3 All costs to construct, install, and maintain a protective cover between the partially completed ramps on the easterly side of the top deck of the Market Garage and along the side of these partially completed ramps to allow safe passage by vehicles under these partially completed ramps for travel on the deck below the top deck of the Market Garage and prevent vehicles from accessing the top deck during construction. This protective cover shall be maintained throughout the construction of the Improvements and shall not be removed prior to issuance of the Certificate of Occupancy without the prior written consent of the City. 3.4.3.4 If this parking is determined to be feasible by the City, all costs to convert each of the incline areas of the partially completed ramps on the easterly side of the top deck of the Market Garage into two (2) parking spaces each, including the costs to stripe each of these areas to designate the parking spaces. 3.4.3.5 All costs that may arise from any adjustments to the Traffic Flow Plans unless otherwise agreed to by Developer and the City. ARTICLE IV COMPLETION OF CONSTRUCTION AND OPENING OF HOTEL 4.1 Completion of Construction and Opening of Hotel 4.1.1 Developer shall take all steps necessary to complete construction of the Hotel Project, together with the City Office Space and the Condominium Walls, and open the Hotel for Hotel Business by June 30, 2016. 4.1.1.1 Developer represents and certifies to the City that Developer has sufficient funds to complete construction of the Hotel Project in accordance with the Plans. For purposes of this representation and certification, Developer acknowledges, agrees, and certifies that the schedule of Hotel Project construction costs and sources of funding set forth in Exhibit 4.1.1.1 attached Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 hereto and made a part hereof is accurate and complete. The costs and sources listed on Exhibit 4.1.1.1 are estimates and the actual costs and sources of fund may differ at the time the Hotel Project is completed. Developer shall provide the City with a written statement that provides the schedule of actual costs and sources of funds within sixty (60) Days after the Hotel Opening Date. 4.1.1.2 Developer represents and warrants that it shall be solely responsible for all costs for completing the Hotel Project, including all costs associated with change orders during the course of construction. 4.1.2 Developer acknowledges and agrees that an essential element of all agreements between the City and Developer with respect to the Hotel Project is that Developer commence Hotel Business in a timely manner. Developer and the City acknowledge and agree that delays in the Hotel opening will cause damages to the City which are not capable of exact measurement. The City and Developer agree that in the event Developer fails to open the Hotel for Hotel Business on or before the Hotel Opening Date and in the absence of any Unavoidable Events or any written extensions that may be granted by the City, Developer shall pay to the City the Hotel Opening Liquidated Damages in the amount equal to the sum of (i) Two Hundred Fifty Dollars ($250.00); multiplied by (ii) each Day after June 30, 2016, through and until the Day on which Developer commences Hotel Business at the Hotel. Developer hereby waives any defense as to the validity of any liquidated damages stated herein on the grounds that such liquidated damages could be void as penalties or are not reasonably related to actual damages. Such liquidated damages are in addition to any other damages the City may be entitled to recover. 4.1.3 Developer acknowledges and agrees that it shall complete construction of the City Office Space and Condominium Walls within the time period set for completion of the Hotel Project. Developer shall deliver all rights, title, interest and possession of the City Office Space, in a finished condition, free and clear of all liens, encumbrances, and claims of any party. Developer shall deliver all rights, title, interest, and possession of the exterior portions of the Condominium Walls that are not a part of the Condominium to the City in a finished condition, free and clear of all liens, encumbrances, and claims of any party. 4.2 Suspension of Construction 42.1 In the event that Developer suspends construction activities for a period of more than thirty (30) Days, at any one time, Developer shall take all steps and actions necessary to secure the Hotel Project in a safe condition to protect the use and operation of the Market Garage by the City and its operator. Such steps and actions shall include, but are not limited to, the removal of all machinery, equipment, and materials from the Market Garage in order allow use of all portions of the Market Garage. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 12 4.2.2 The City shall have all rights and remedies afforded to it under Applicable Laws to enforce Section 4.2.1 of this Hotel Performance Agreement, including all administrative and regulatory rights and remedies for violations of applicable building codes, zoning ordinances, and planning regulations. 4.3 Payment of Supplemental Payment Prior to issuance of the Certificate of Occupancy, Developer shall pay to the City, in immediately available funds, the amount, if any of the Supplemental Payment. For purposes of calculating the Supplemental Payment, an existing parking space shall be deemed permanently unusable if (i) the width of the parking space is reduced; or (ii) the vehicular travel lane between rows of parking spaces at any point throughout the Market Garage is less than nineteen feet (19'). In the event that the vehicular travel lane between any two parking spaces is less than nineteen feet (19'), the City shall identify which of such two spaces is permanently unusable and Developer shall also pay the costs necessary to designate such space as unavailable for parking a vehicle. Any parking space identified by the City as permanently unusable (and for which parking space the City receives a Supplemental Payment) shall be designated as a non - parking space and the City shall not permit use of such area as a parking space. ARTICLE V OPERATION, MAINTENANCE, REPAIR, AND RESTORATION OF HOTEL 5.1 Operation of Hotel 5.1.1 Developer covenants and warrants that it shall operate or cause to be operated the Hotel for Hotel Business throughout the term of this Hotel Performance Agreement to the extent required by this Agreement. Developer shall operate the Hotel pursuant to the Hotel Franchise and shall not change the franchise unless such alternative franchise satisfies the conditions of Hotel Franchise. The Developer shall keep the Hotel open for business 24 hours a day for each and every calendar day from the Hotel Opening Day and throughout the term of this Hotel Performance Agreement, except for temporary closures for maintenance, repair, restoration, or renovation of the Hotel. 5.1.2 Developer shall file all appropriate and applicable real estate tax, transient occupancy tax, and other tax forms or notices with the City and shall have paid such taxes in full to the City on time and no such taxes shall be in default at any time. Furthermore, Developer shall not claim any exemptions from real estate taxes or other taxes for any periods of time for the term of this Hotel Performance Agreement. Developer shall also ensure any entity designated by Developer to operate and /or manage the Hotel also complies with all of the obligations of this Section 5.1.2 and any other applicable provisions of this Hotel Performance Agreement. 5.2 Maintenance of the Hotel Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 13 5.2.1 Except as otherwise provided herein, Developer shall keep and maintain or cause to be kept and maintained the Hotel and its Improvements in a good and safe state of repair and in a clean and orderly condition, and in a condition which satisfies the maintenance standards of Applicable Laws and the Hotel Franchise. 5.3 Damage or Destruction of Hotel or Improvements; Obligation to Restore or Raze. 5.3.1 Developer's Obligation to restore or raze. 5.3.1.1 Except as provided in Section 5.3.1.2 hereof, Developer agrees that in the event of damage or destruction of the Hotel, any portion of the Hotel, all or any portion of the Improvements, or all or any portion of the Market Garage from an Insured Casualty, Developer shall promptly commence reconstruction of the Hotel, all or any portion of the Improvements, and /or the Market Garage and diligently pursue such reconstruction to completion to the extent of insurance proceeds received, together with the amount of any deductible, or raze the Hotel and Improvements and restore the Market Garage in accordance with Section 5.3.2.4 hereof within one hundred twenty (120) Days following the occurrence of the event giving rise to the need for restoration and Developer shall provide City with written notice of this election within this one hundred twenty (120) Day period; provided that, prior to the occurrence of the event giving rise to the need for restoration, Developer establishes that Developer had purchased, and has in effect, broad perils, "all risks" coverage including collapse or effect on the structural integrity of the Market Garage as provided in Exhibit 2.28 of this Hotel Performance Agreement, flood and earthquake, specific to the Market Garage. 5.3.1.2 Developer agrees that, in the event of damage or destruction to all or any portion of the Market Garage and which damage or destruction is caused or related to, in whole or in part, to (i) the presence or existence of the Hotel and Improvements in, on, or above the Market Garage; or (ii) any actions, activities, or omissions, negligent or otherwise, as set forth in Section 6.3 hereof, Developer shall promptly commence reconstruction of the Market Garage and diligently prosecute to completion, irrespective of the availability of insurance proceeds to Developer and irrespective of whether Developer receives any insurance proceeds on account of such damage or destruction. Developer agrees that, in the event Developer fails to purchase and have in place broad perils, "all risks" coverage, including collapse or effect on the structural integrity of the Market Garage as provided in Exhibit 2.28 of this Hotel Performance Agreement, flood and earthquake, specific to the Market Garage, Developer shall promptly commence reconstruction of the Market Garage and diligently prosecute to completion, at its sole cost and expense, and without regard to the unavailability of insurance proceeds 5.3.1.3 To the extent that Developer is not expressly required to restore all or a portion of the Hotel or its Improvements damaged or destroyed by casualty and does not elect to restore such damage or destruction to the Hotel or the Improvements, Developer shall, unless otherwise instructed by the City, raze such portions of the Hotel and the Improvements which are not restored or rehabilitated, clear away all debris and take all actions required by good construction practices Hotel Development Operation and Maintenance Perionnance Agreement South Commonwealth Partners 12 2 13 14 in Virginia so that the area which had been occupied by the razed building, or portion thereto, will be compatible with the Market Garage. 5.3.1.4 Developer agrees to diligently pursue all repairs, restorations, replacements, and /or reconstruction in order to have the Hotel open for Hotel Business as soon as reasonably possible, but in no event later than twenty -four (24) months after such damage or destruction occurs; provided, however, such twenty -four (24) month period shall be subject to extension by reason of Unavoidable Delays, such extension to be for the period of such Unavoidable Delays. 5.3.1.5 Upon completion of repairs, restorations, replacement, reconstruction, or razing hereunder, Developer shall provide an engineer's certification from an engineer licensed to practice in Virginia to the City regarding the structural integrity and soundness of the Hotel and the Market Garage and that each structure is safe to continue to be used for such purposes. Such certificate shall be in the form of Exhibit 5.3.1.5 attached hereto and made a part hereof. 5.3.1.6 In lieu of Developer's obligation to commence construction and restoration of the Market Garage to completion, provided that such loss is covered by insurance and Developer receives insurance proceeds, pursuant to Section 5.3.1.1 hereof, Developer may elect to release all insurance proceeds received for such loss to the City and pay over the amount of the deductible to the City, and the City shall construct and restore the Market Garage. Developer shall exercise this option within ten (10) days after receipt of all insurance proceeds for such damage to the Market Garage to the extent that insurance proceeds received by Developer are less than $100,000. In the event that insurance proceeds received by Developer are equal to or greater than $100,000, Developer shall exercise this option within thirty (30) Days after receipt of all insurance proceeds for such damage to the Market Garage. Under no circumstance shall Developer have this right in the event that the Hotel and Improvements are razed as a result of any such loss. In such circumstances, Developer shall be obligated to restore the Market Garage. 5.3.2 Rights of City upon Developer's Election. 5.3.2.1 In the event that Developer elects not to restore the Hotel as permitted in Section 5.3.1.1 hereof, Developer shall give the City written notice of such election within one hundred twenty (120) Days following the occurrence of the event giving rise to the need for restoration. Upon receipt of such notice, the City shall, within sixty (60) Days thereafter, notify Developer whether to raze the Hotel and Improvements as provided in Section 5.3.1.3 hereof. In the event that the City instructs Developer to raze the Hotel and Improvements as provided in Section 5.3.1.3 hereof, the City shall have the right and option, but not the obligation, to purchase the Property, Easements, and Improvements by giving Developer written notice of the City's intent to exercise such option within sixty (60) days after the City receipt of confirmation from the Department of Planning, Building, and Development that the razing of the Hotel has been completed. Notwithstanding the election of Developer not to restore the Hotel, Developer shall be obligated to restore the Market Garage. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 15 5.3.2.2 If the City gives notice of its intent to acquire the Property, Easements and Improvements as provided in Section 5.3.2.1 hereof, then the City and Developer shall set a closing date for the transfer of title to the Property, Easements, and Improvements, free and clear of all liens, encumbrances, restrictions, deed of trust, mortgages, and other matters. The closing date shall be within 45 Days after Developer receives notice from the City that the City exercises its right to acquire the Property, Easements, and Improvements. At the closing, Developer shall transfer the Property, Easements, and Improvements to the City by special warranty deed. The City shall pay to Developer the purchase price as set forth in Section 5.3.2.3 hereof. 5.3.2.3 In the event that the City exercises its right to acquire the Property, Easements, and Improvements, the City shall pay to Developer the sum of Eight Hundred Thousand Dollars ($800,000.00) increased by the change, if any, in the Consumer Price Index between the date of this Hotel Performance Agreement (the "Base CPI ") and the date on which the City elects to acquire the Property, Easements, and Improvements (or if not available on that date, the Consumer Price Index published closest to and prior to such date on which the City elects to acquire the Property, Easements, and Improvements (the "Closing CPI "). For purposes of this Hotel Performance Agreement, the Consumer Price Index shall mean the Consumer Price Index for all Urban Consumers, all cities published by the Bureau of Labor Statistics of the United States Department of Labor, not seasonally adjusted, or if such index is no longer published, the index most nearly comparable thereto as selected by the City. 5.3.2.4 In the event that (a) Developer elects to raze the Hotel and Improvements, or (b) City requires Developer to raze the Hotel and Improvements and does not elect to acquire the Property, Easements, and Improvements in accordance with Section 5.3.2.1 hereof, Developer shall raze the Hotel and Improvements, excluding the portion of the Hotel which consists of the condominium unit within the Market Garage and any Easements and Improvements associated solely with the use, operation, and occupancy of the condominium units (the "Developer's Retained Property "). Developer shall restore the Market Garage as a result of any damage and such restoration shall be certified by a qualified engineer authorized to practice in Virginia that the Market Garage is structurally sound for its intended use. This certification shall be in form of Exhibit 5.3.1.5. Upon (i) removal of the debris to the satisfaction of the City Department of Planning, Building and Development, and (ii) restoration of the Market Garage as provided herein, Developer shall (a) remove all equipment from the elevator shaft which is part of the Easements, encapsulate the elevator shaft; and cap all utility extensions at the base of the upper most deck of the Market Garage to the satisfaction of the City Department of Planning, Building and Development; and (b) convey to the City the Air Rights, Easements, and Improvements (excluding, however, such portions of the Easements and Improvements that are necessary for the use, operation, and occupancy of the condominium units and are a part of Developer's Retained Property) by special warranty deed, and free and clear of all liens, encumbrances, restrictions, deeds of trust, mortgages, and other matters. This conveyance shall occur within thirty (30) Days after the City Department of Planning, Building and Development confirms that Property and Improvements have been razed in accordance with this Section 5.3.2.4 and the issuance of the certification regarding the restoration of the Market Garage. 5.3.2.5 Upon transfer of the Air Rights, Easements, and Improvements as provided in Section 5.3.2.4 hereof, Developer shall retain Developer's Retained Property and this Hotel Performance Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 16 Agreement shall terminate and be of no further force or effect with respect to the Developer's Retained Property. Developer may use, operate, and occupy the Developer's Retained Property for any purpose as may be allowed under Applicable Laws, provided, however, Developer shall obtain all necessary Approvals prior to commencing any such use. 5.3.2.6 Upon termination of this Hotel Performance Agreement as provided in Section 5.3.2.5 hereof, the Parking Agreement shall automatically terminate and be of no further force or effect. Termination of the Hotel Performance Agreement and the Parking Agreement as provided hereunder shall not relieve Developer of any liability or obligation which arose or occurred prior to the termination hereunder. 5.3.2.7 The City and Developer shall cooperate to effectuate the intent of this Section 5.3.4 that, in the event of a casualty and Developer does not elect to rebuild, restore, and replace the damaged portions of the Hotel, Easements, and the Improvements, and the City does not elect to acquire the Property, Easements, and Improvements, the City shall receive title to all of the Property, Easements, and Improvements (excluding Developer's Retained Property) from Developer, free and clear of all liens and encumbrances, and Developer shall continue use, occupancy and ownership of Developer's Retained Property but free of any further obligations under this Hotel Performance Agreement with respect to Developer's Retained Property. ARTICLE VI INSURANCE AND INDEMNIFICATION 6.1 Developer covenants and agrees that throughout the term of this Hotel Performance Agreement, Developer shall maintain Insurance. General Liability insurance shall include the City and its officers, employees, agents, and representatives as additional insureds. In addition, the property and extended coverage, broad perils, "all risks" coverage, including collapse or effect on the structural integrity of the Market Garage as provided in Exhibit 2.28 of this Hotel Performance Agreement, flood and earthquake, specific to the Market Garage, shall include the City as an additional insured and loss payee, with respect to the Market Garage. The specific provisions and requirements of Insurance are set forth in Exhibit 2.28 attached hereto and made a part hereof. 6.2 Developer shall require the General Contractor to include the City and the City's parking management operator for the Market Garage as an additional insureds on the general liability policy maintained by the General Contractor. The general liability insurance policy of the General Contractor shall be maintained and in force at all times during Construction, and shall be in amounts and form in compliance with the applicable terms and provision of Exhibit 2.28 hereof. 6.3 Developer shall indemnify and hold harmless the City, its officers, agents, and employees ( "Indemnified Parties ") against any and all liability, losses, damages, claims, causes of action, Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 17 suits of any nature, costs, and expenses, including reasonable attorney's fees, resulting from or arising out of actions, activities, or omissions, negligent or otherwise, of Developer, the operator of the Hotel, and their respective employees, agents, or contractors, but with respect to those employees, agents, or contractors, only if, and to the extent that such actions, activities, or omissions occur in the course of their performance of actions that are within the scope of their employment, agency, or contract by or with Developer or operator of the Hotel. This indemnity includes without limitation, liability, losses, damages, claims, causes of action, suits of any nature, all costs and expenses, including reasonable attorney's fees, resulting from or arising out of any fines or penalties, violations of federal, state, or local laws or regulations, personal injury, wrongful death, or property damage claims or suits. Developer agrees to and shall protect, indemnify, and hold harmless the Indemnified Parties from any and all demands for fees, claims, suits, actions, causes of action, settlement or judgments based on the actual infringement or violation of any copyright, trademark, patent, invention, article, arrangement, or other apparatus that may be used in the performance of this Hotel Performance Agreement. 6.4 The City and its parking management operator of the Market Garage shall maintain general liability insurance coverage (including self - insurance) on the Market Garage in amounts as follows: City: $1,000,000 self - insurance and $10,000,000 excess Parking management operator: $2,000,000. To the extent permitted, City and its operator of the Market Garage shall include Developer as an additional insured. 6.5 The City shall reimburse Developer the Insurance Premium Payment or Reimbursement as described, defined, and set forth in Section III (B) of Exhibit 2.28 as the sole payment due from the City for fire and extended replacement coverage for the Market Garage. ARTICLE VII RIGHT TO PURCHASE MARKET GARAGE 7.1 Subject to Section 7.4 hereof, in the event that the City receives a bonafide written Offer (the "Offer ") to purchase the Market Garage and the City is prepared to accept such written Offer, Developer shall have the right of first refusal to purchase the Market Garage on the same terms and conditions as the Offer. Upon determining to accept the Offer, the City shall provide Developer with a copy of the Offer and the Developer shall have thirty (30) Days in which to exercise its rights hereunder. If Developer exercises its right hereunder, the City shall present the Offer to City Council for approval in accordance with Applicable Laws. Upon approval by City Council, Developer shall acquire the Market Garage in accordance with the terms of the Offer. 7.2 In the event that Developer does not exercise its right of first refusal, the City may accept the Offer and sell the Market Garage to such other entity which made the Offer, or its assignee. Upon completion of the sale of the Market Garage in accordance with the Offer, this right of Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 18 first refusal shall automatically terminate and be of no further force or effect. Under no circumstances shall this right of first refusal continue after a sale of the Market Garage by the City. In the event that the City sells the Market Garage, Developer may acquire the air rights held by the City above the Air Rights for the sum of Ten Dollars ($10.00). Such acquisition shall be by special warranty deed and shall occur at the time the City sells the Market Garage. 7.3 The right of Developer to acquire the Market Garage or the City's air rights above the Air Rights is subject, at all times, to the prior approval of City Council. 7.4 Developer shall have no right to acquire the Market Garage pursuant to this Article VII if, at the time the City receives the Offer or thereafter, Developer is in Default and did not cure during the applicable Cure Period set forth in Article XII hereof. ARTICLE VIII UNAVOIDABLE DELAYS 8.1 Notwithstanding anything contained in this Hotel Performance Agreement, each of the Parties shall be excused from performing any obligation under this Hotel Performance Agreement and any delay in the performance of any obligation under this Hotel Performance Agreement shall be excused, if and so long as the performance of the obligation is prevented or delayed by act of God, fire, earthquake, floods, explosions, action of the elements, war, riots, terrorism, inability to procure labor, equipment, materials or supplies in the open market, strikes, lockouts, actions of labor unions, condemnation, court orders, order of Governmental Entities, or other matters, not within the reasonable control of such Party (other than the lack of money or the inability to procure monies to fulfill its monetary obligations and commitments under this Hotel Performance Agreement). 8.2 Upon the occurrence of Unavoidable Delays, the Party seeking to be excused from performance of an obligation under this Hotel Performance Agreement shall provide written notice to the other Party of the occurrence of such event immediately upon such occurrence. Such Party shall use reasonable diligence to resolve the Unavoidable Delay in a timely manner. The failure to provide written notice of the occurrence of Unavoidable Delays within 10 Days after the occurrence of Unavoidable Delays shall result in the Party seeking the be excused from performance to be in default of this Hotel Performance Agreement. 8.3 In the event of Unavoidable Delays, performance of an obligation affected by the Unavoidable Delays shall be extended Day to Day until performance of such obligation is no longer prevented or delayed. ARTICLE IX Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 19 RESTRICTIONS 9.1 Ramp Up Protection for Hotel Project 9.1.1 The City will agree to refrain from soliciting or allowing construction for any additional hotel rooms within a two (2) mile radius of the Market Garage site on any property owned and controlled by the City as of the effective date of this Hotel Performance Agreement for a period of two (2) years after the original Hotel Opening Date. The City also agrees not to market directly on City media outlets, sites owned by Roanoke Redevelopment and Housing Authority (RRHA) for such hotel construction within a two (2) mile radius of the Market Garage for up to two (2) years after the original Hotel Opening Date. Developer acknowledges the RRHA has control of RRHA's property and can market and use RRHA's property for any purpose it deems appropriate. To the extent permitted by law, the City agrees to withhold any applicable discretionary City incentives (non - enterprise zone related) for hotel development to be constructed on private property within a two (2) mile radius of the Site for a period of two (2) years after the original Hotel Opening Date. This Section 9.1 shall no longer be applicable and shall terminate should Developer achieve and sustain a twelve (12) month occupancy rate average of seventy (70) percent or greater of the Hotel after the Hotel Opening Date. The provisions of this paragraph shall not apply to any expansion of Hotel Roanoke. Under no circumstances shall this Section 9.1 remain in force or effect after two (2) years from the original Hotel Opening Date. 9.1.2 During this period, Developer shall provide the City with monthly reports of the occupancy rate of the Hotel and the City may, at its cost and expense, audit, copy, inspect and review the occupancy records of the Hotel for the purposes of this Section 9.1. The City acknowledges and agrees that all such records constitute proprietary information and confidential information of Developer and Developer shall mark all such reports as proprietary and confidential. Developer and the City acknowledge and agree that the City is subject to the Freedom of Information Act as adopted in Virginia. In the event that the City receives a request for the reports identified in Section 9.1.2, the City shall notify Developer of such request, advise the person requesting such reports that such reports contain proprietary and confidential information of Developer's business, and if the person requesting the report seeks an order from a court requiring the City to provide the reports, notify Developer of the nature of the proceeding and the date and time of any hearings in such proceedings. 9.2 Signs Installed By Developer Throughout the term of this Hotel Performance Agreement and except as required by the Traffic Flow Plans, no signs shall be affixed to the exterior of the Hotel, the Improvements, or the Market Garage by Developer without the prior written approval of the City Manager, which written approval shall not be unreasonably withheld or delayed. Furthermore, regardless of any such approval by the City Manager, Developer shall comply with Applicable Laws governing such signs. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 20 9.3 Use of Hotel Property, Easements and Improvements 9.3.1 Throughout the term of this Hotel Performance Agreement, Developer, its successors and assigns, shall use the Property, Easements, and Improvements solely and exclusively for Hotel Business pursuant to the terns of the Hotel Franchise. Developer, its successors and assigns shall use the Property, Easements, and Improvements, or any portions thereof, for no other purpose without the prior written approval of the City, which written approval by the City may be granted or withheld in the sole and exclusive discretion of the City. 9.3.2 Notwithstanding the limitations regarding the use of the Property, Easements, and Improvements, in the event that the Mortgagee forecloses upon the Property, Easements, and Improvements and sells the Property, Easements, and Improvements at foreclosure sale or acquires title to the Property, Easements, and Improvements through a deed in lieu of foreclosure, the person acquiring title to the Property, Easements, and Improvements, the City shall consent to use of the Property, Easements, and Improvements for a use other than Hotel Business provided that: 9.3.2.1 The person acquiring title to the Property, Easements, and Improvements acknowledges and agrees in writing that such person has no interests or rights under the Parking Agreement and shall not, under any circumstances, be entitled to Parking Permits. 9.3.2.2 The person acquiring title to the Property, Easements, and Improvements enters into an agreement with the City regarding use, operation, and maintenance of the Property, Easements, and Improvements on terms and conditions reasonably satisfactory to City. 9.3.2.3 The person acquiring title to the Property, Easements, and Improvements obtains all Approvals required by Applicable Laws in order to use the Property, Easements, and Improvements. 9.3.2.4 Developer acknowledges and agrees that, notwithstanding any other provision of this Hotel Performance Agreement, the transfer of the Property, Easements, and Improvements as set forth in Section 9.3.2 hereof, is a breach and default of this Hotel Performance Agreement and the Parking Agreement shall automatically terminate and be of no further force or effect. ARTICLE X ALTERATIONS TO HOTEL OR MARKET GARAGE 10.1 Developer shall have the right to make, at its sole cost and expense, such alterations to the Hotel and Improvements as it may desire so long as such alterations are in accordance with this Hotel Performance Agreement and Applicable Laws; and do not, in the reasonable judgment of the City Manager, (i) have any material, adverse effect on the operation of the Market Garage; (ii) impair the structural integrity and soundness of the Market Garage or the Hotel; (iii) use a Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 21 different exterior to the Hotel than existed as of the Hotel Opening Date; and (iv) become architecturally or aesthetically incompatible with the Market Garage or the Hotel. Developer shall provide City Manager with written notice, together with plans for such alterations thirty (30) Days prior to the commencement of work on such alterations. Any such alterations may be made only after all Approvals have been obtained and all requirements of Applicable Laws have been satisfied. 10.2 The City shall have the right to make, at its sole cost and expense, such alterations to the Market Garage as it may desire so long as such alterations are in accordance with the Parking Agreement and Applicable Laws; and do not, in the reasonable judgment of Developer or its designee, (i) have any material, adverse effect on the operation of the Hotel; (ii) impair the structural integrity and soundness of the Hotel or Improvements; (iii) use a different exterior to the Market Garage than existed as of the Hotel Opening Date; and (iv) become architecturally or aesthetically incompatible with the Hotel. The City shall provide Developer with written notice, together with plans for such alterations, thirty (30) Days prior to the commencement of work for such alterations. Any such alterations may be made only after all Approvals have been obtained and all requirements of Applicable Law have been satisfied. ARTICLE XI ASSIGNMENT, TRANSFER, AND MORTGAGE OF HOTEL OR IMPROVEMENTS 11.1 Developer shall not assign, transfer, mortgage, pledge, or convey all or any part of the Hotel or Improvements unless Developer shall (i) provide the City with thirty (30) Days prior written notice of any proposed transfer, and (ii) deliver to the City prior to any such transfer, a duly executed and acknowledged copy, in recordable form, of the instrument by which the assignee, transferee, or mortgagee shall have acknowledged the existence, validity, and enforceability of this Hotel Performance Agreement and agrees to be bound by all of the provisions, terms, conditions, and covenants contained herein. The City agrees to enter into an agreement with the holder of a deed of trust or mortgage on the Hotel or Improvements on terms mutually agreeable to the City and such holder of a mortgage or deed of trust in which the City consents to the collateral assignment of this Hotel Performance Agreement by Developer to such holder of a mortgage or deed of trust. Such collateral assignment shall be consistent with the provisions of Section 21.12 of this Hotel Performance Agreement. 11.2 Developer shall remain liable under the terms of this Hotel Performance Agreement if Section 11.1 is not met. ARTICLE XII DEFAULT AND REMEDIES Hotel Development operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 22 12.1 Except as provided in Section 12.3 below and subject to the provisions of Section 17.2 hereof, if any Party ( "Defaulting Party") should fail to perform any of the covenants to be performed by it pursuant to this Hotel Performance Agreement or fail to make any required payment hereunder, and such default is not cured within thirty (30) Days after any other Party adversely affected thereby ( "Affected Party ") shall have delivered notice of such failure upon the Defaulting Party (or if the default is of such character as reasonably to require more than thirty (30) Days to cure and the Defaulting Party shall fail to commence to cure the same within such period or shall fail to use reasonable diligence in curing such default thereafter) or if the failure of the Defaulting Party relates to a matter which in the Affected Party's judgment reasonably exercised is of an emergency nature and such failure shall remain uncured for a period of forty -eight (48) hours after the Affected Party shall have delivered upon the Defaulting Party notice of such failure (or such shorter time and even after oral notice if the nature of the emergency shall so dictate), then the Affected Party may at its option, and in its sole discretion as to the necessity therefor, perform any such covenant, or make any such payment. If Affected Party so performed any of the Defaulting Party's obligations hereunder, the full amount of the cost and expense entailed or the payment so made or the damage so sustained, as the case may be, shall immediately be owed by the Defaulting Party to the Affected Party and the Defaulting Party shall repay to the Affected Party upon written demand the full amount thereof with interest at the annual rate of 10% from the date of payment by the Affected Party, with any payments being applied first to accrued interest. 12.2 In addition to the remedies provided in Section 12.1 hereof, the Parties hereto shall have the right to obtain specific performance, injunctive, or other legal or equitable relief as may be available at law or in equity under the laws of the Commonwealth of Virginia. 12.3 The notice and cure provisions of section 12.1 above shall not apply to the provisions of Section 4.1.2 with respect to the opening of the Hotel and the assessment of the Hotel Opening Liquidated Damages. ARTICLE XIII NOTICE All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, addressed as follows (or any other address the party to be notified may have designated to the sender by like notice): If to City: City of Roanoke, Virginia Attn: City Manager Noel C. Taylor Municipal Building, Room 364 215 Church Avenue, S.W. Roanoke, VA 24011 Fax No. 540- 853 -1138 Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 23 With a copy to: City of Roanoke, Virginia Attn: Economic Development Director 117 Church Avenue, S.W. Roanoke, VA 24011 Fax No. 540- 853 -1213 If to Developer: Paul C. (Bo) Aughtry, III, South Commonwealth Partners, LLC c/o Windsor / Aughtry Company, Inc. Suite 500, 40 West Broad Street Greenville, SC 29601 Fax No. (864) 370-0042 With a copy to: J. Nathan Galbreath, Esq. Nelson Galbreath, LLC 25 East Court Street, Suite 201 Greenville, SC 29601 Fax No. (864) 232 -3766 Notice shall be deemed delivered upon the date of personal service, two days after deposit in the United States mail, or the day after delivery to a nationally recognized overnight courier. ARTICLE XIV NONDISCRIMINATION 14.1 During the term of this Hotel Performance Agreement, Developer agrees as follows: (i) Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Developer. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (ii) Developer in all solicitations or advertisements for employees placed by or on behalf of Developer shall state Developer is an equal opportunity employer. (iii) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. ARTICLE XV Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 24 FAITH BASED ORGANIZATIONS 15.1 Pursuant to Virginia Code Section 2.2- 4343.1, be advised that the City does not discriminate against faith -based organizations. ARTICLE XVI SUBJECT TO FUNDING 16.1 This Hotel Performance Agreement is or may be subject to funding and /or appropriations from federal, state, and /or local governments and /or agencies and /or from the Council of the City of Roanoke. If any such funding is not provided, withdrawn, or otherwise not made available for this Hotel Performance Agreement, with the result that the City is unable to perform its obligations hereunder, the City shall give written notice to Developer of such unavailability of funding and the City shall not be deemed to be in default of this Hotel Performance Agreement. ARTICLE XVII APPLICABLE LAW, FORUM SELECTION AND DISPUTE RESOLUTION 17.1 This Hotel Performance Agreement shall be governed, interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any cause of action regarding the rights and duties of the parties must be brought in the Circuit Court or General District Court for the City of Roanoke, Virginia, and further each party agrees this Hotel Performance Agreement is controlled by the laws of the Commonwealth of Virginia, with the exception of Virginia's conflict of law provisions which shall not apply, and that all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties further waive and agree not to assert in any such action, suit or proceeding, that such party is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought in an inconvenient forum or that the venue of the action, suit, or proceeding is improper. 17.2 Prior to the initiation of any litigation, the parties agree to seek to resolve any and all claims, disputes, and other matters utilizing mediation in accordance with the dispute provisions provided in this Section. (i) If a dispute arises of or relates to this Hotel Performance Agreement, or a claimed breach of this Hotel Performance Agreement arises, the parties agree first to try in good faith to resolve the dispute through negotiation among the parties and by nonbinding mediation. In the event of any such dispute, a party may give the other parties a written description of the dispute and the relief requested. The parties shall promptly attempt to resolve the dispute by negotiation involving senior managers. If the dispute is not promptly resolved by negotiation, any party may demand in writing that all of the parties involved in the dispute participate in a formal mediation presided over by a third -party neutral mediator. If the Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 25 parties cannot agree on a mediator, then McCammon Mediation Group, 6641 West Broad Street, Richmond, Virginia 23230, or its successor, shall have the power to select the mediator. The parties shall share in the cost of the mediation proceedings equally. (ii) If mediation is unsuccessful, the Parties shall be free to initiate litigation or take other appropriate action as they deem appropriate. However, no Party shall initiate any litigation or action against any other Party to this Hotel Performance Agreement with respect to the performance or enforcement of this Hotel Performance Agreement without first complying with the dispute resolution provisions of this Section 17.2 except for the sole and limited purpose of tolling a statute of limitation or similar laws that would otherwise impair a party's legal rights, or for enforcing this Section. ARTICLE XVIII COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION LAW 18.1 Developer agrees to and shall comply with all Applicable Laws. Developer further agrees that Developer does not, and shall not during the performance of this Hotel Performance Agreement knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986. ARTICLE XIX CONDEMNATION 19.1 Condemnation of the Market Garage 19.1.1 If a portion of the Market Garage shall be taken by condemnation through the exercise of the power of eminent domain ( "Condemnation ") during the Term of this Hotel Performance Agreement, then the City shall, to the extent of the Condemnation award, restore the Market Garage to the extent it can be restored to a condition substantially similar to that which existed immediately prior to the Condemnation and which restoration permits the continued use and operation of the Market Garage. Such restoration shall be performed in accordance with Applicable Law and shall be completed with diligence but in no event later than the date which is twenty -four (24) months after the date on which title passes to the Governmental Entity which exercised its power of eminent domain; provided, however, that such period shall be subject to extension by reason of Unavoidable Delays, such extension to be for the period of such Unavoidable Delays. 19.1.2 If all of the Market Garage shall be taken by Condemnation, or such portion is taken which does not permit restoration and continued use of the Market Garage, then the City shall have no obligation to restore the Market Garage and the City shall be entitled to all proceeds of the Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 26 award for Condemnation of the Market Garage and shall have no further obligations under this Hotel Performance Agreement and the Parking Agreement. 19.2 Condemnation of the Hotel or Improvements 19.2.1 In the event that a portion of the Hotel or Improvements are taken by Condemnation, Developer shall, to the extent possible and to the extent of the award, promptly restore the Hotel and Improvements so that Developer may continue to conduct Hotel Business at the Property and Improvements. Such restoration shall be in accordance with the provision of this Hotel Performance Agreement and Applicable Laws, including the requirement that Developer provide certifications to the City from engineers that the Hotel and Improvements are structurally sound and safe and Hotel Business may be conducted thereon. Such restoration shall be completed with diligence, but in no event later than twenty -four (24) months after the date on which title passes to the Governmental Entity which exercised its power of eminent domain; provided, however, that such period shall be subject to extension by reason of Unavoidable Delays, such extension to be for the period of Unavoidable Delays. 19.2.2 In the event that all of the Hotel and Improvements is taken by Condemnation, or such portion of the Hotel and Improvements is taken by Condemnation that prevents restoration to allow continuation of Hotel Business, then Developer shall have no obligation to restore, but Developer shall promptly comply with the provisions of Section 5.3 hereof. Developer shall be entitled to the award amount for the Hotel, including the Property, and the Improvements, except that any amounts that may be due to the City for sums owed and otherwise due under this Hotel Performance Agreement shall be paid to the City. After such payment to the City, Developer shall have no further obligations to operate the Hotel. 19.3 Notice of Proposed Condemnation If a Party shall receive official notice from a Governmental Entity with the power of eminent domain of a proposed condemnation of such Party's property subject to the Hotel Performance Agreement, such Party shall inform the other Party of such facts, and when known, the portion or portions of its properties to be so condemned and the date upon which such Party will be required to surrender possession of its property to the Governmental Entity which has exercised its power of eminent domain. ARTICLE XX COOPERATION 20.1 The City and Developer agree to cooperate with each other with regard to the execution and performance of the Hotel Performance Agreement and other agreements, documents, and instruments executed in connection with the execution of this Hotel Performance Agreement. The Parties agree to execute and deliver such documents that may be necessary to supplement Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 27 the intent and purpose of this Hotel Performance Agreement; provided that such additional documents are consistent with the intent and purpose of this Hotel Performance Agreement. 20.2 The City shall assist and cooperate with Developer in Developer's application for any incentives which may be available to Developer under Applicable Laws, including without limitation, real property investment grants, job creation grants, water, fire, and sewer hook -up fee grants, and rebates for development fees and building permits. ARTICLE XXI MISCELLANEOUS 21.1 Term of Hotel Performance Agreement. This Hotel Performance Agreement shall continue and remain in full force and effect on the date hereof through the Termination Date. 21.2 Amendments and Modifications. This Hotel Performance Agreement may be amended, modified, or voluntarily terminated by the City and Developer, only by a written instrument executed by the City, the Developer, and their respective Mortgagees, if any. 21.3 Exhibits. Each reference to an Exhibit refers to the applicable Exhibit that is attached to this Hotel Performance Agreement. All Exhibits constitute an integral part of this Hotel Performance Agreement. 21.4 Captions. Captions of this Hotel Performance Agreement are provided only as a matter of convenience and for reference. Captions do not define, limit or describe the scope or intent of this Hotel Performance Agreement and captions shall not affect the interpretation hereof. 21.5 This Hotel Performance Agreement is for the exclusive benefit of the City, the Developer, and their respective successors and assigns, and not for the benefit of any other party or person. 21.6 Waivers of Default. A waiver of default must be in writing and no waiver of default shall be implied from any omission by the non - defaulting party. No written waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such written waiver. One or more written waivers of default in the performance of any provisions of this Hotel Performance Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provisions or any other terms or provisions. The consent or approval by a Party to this Hotel Performance Agreement shall not be deemed a waiver or render unnecessary the consent or approval on a subsequent request. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 28 21.7 No Partnership or Joint Venture. This Hotel Performance Agreement shall not be deemed to create the relationship of principal and agent, or partnership, joint venture or association between the City and Developer. 21.8 Time is of the Essence. The Parties agree that time is of the essence with respect to the performance of all terms and conditions of this Hotel Performance Agreement. If any Day on which performance is to occur is not a Business Day, then the date for performance shall be deemed acceptable on the next Business Day following such Day. 21.9 Successors. Subject to the requirements of Section 11. 1, this Hotel Performance Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the City and Developer. 21.10 Covenants Running With the Land. It is the intent of the City and Developer that this Hotel Performance Agreement, and the covenants, agreements, and promises contained herein, are covenants which run with the land with respect to the Property, Easements, and the Market Garage. 21.11 Counterparts. This Hotel Performance Agreement may be signed in counterparts, each of which shall be deemed an original, and all such counterparts shall constitute one and the same agreement. The signature of a party to any counterpart may be removed and attached to any other counterpart. Any counterpart to which is attached the signatures of the City and Developer shall constitute an original of this Hotel Performance Agreement. 21.12 Right to Collaterally Assign. The City or Developer may assign is rights, title and interests under this Hotel Performance Agreement to a Mortgagee as collateral security without the consent of the other party. Such collateral assignment shall not release the assignor from its obligations under this Hotel Performance Agreement and such collateral assignment shall be subject to, and inferior in priority to, this Hotel Performance Agreement. 21.13 Entire Contract. This Hotel Performance Agreement, together with all exhibits hereto and all documents and agreements referenced herein, contain all of the representations and the entire understandings between the City and Developer with respect to the subject matter hereof. The terms of this Hotel Performance Agreement shall control in the event of a conflict between any term of this Hotel Performance Agreement and the terms of any other agreement or contract referenced herein. SIGNATURE PAGE TO FOLLOW Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 29 WHEREFORE, the City and Developer have caused their duly authorized officers to execute and deliver this Hotel Performance Agreement as of the date set forth on page 1 hereof. ATTEST: Stephanie Moon, Clerk Witness Print Name Approved as to Form: City Attorney Approved by the Director of Finance subject to appropriation. Director of Finance Authorized by Ordinance No. CITY OF ROANOKE, VIRGINIA By: Christopher P. Morrill, City Manager SOUTH COMMONWEALTH PARTNERS, LLC M Its duly authorized Approved as to Execution: City Attorney ACKNOWLEDGMENT OF THE PARTIES FOLLOWS THIS PAGE Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 30 COMMONWEALTH OF VIRGINIA § To -wit: CITY OF ROANOKE The foregoing instrument was acknowledged before me this day of , 2013, by Christopher P. Morrill, City Manager of the City of Roanoke, for and on behalf of the City. My Commission expires: STATE OF CITY /COUNTY OF § To -wit: Notary Public SEAL The foregoing instrument was acknowledged before me this day of , 2013 by the , of South Commonwealth Partners, LLC, a South Carolina limited liability company, for and on behalf of South Commonwealth Partners, LLC. My Commission expires: Notary Public SEAL Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 31 Exhibit 2.15 to Hotel Performance Agreement dated as of 2013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC DESCRIPTION OF EASEMENTS The City and Developer have agreed that City has granted the Developer certain easements in connection with the construction, operation, and maintenance of the Hotel and Developer has accepted the grant of those easements. The terms, conditions, purposes, and limitations of these easements are more particularly described in the Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements from the City to Developer dated , 2013, and recorded with the Clerk's Office of the Circuit Court of Roanoke. A summary of these Easements follows: Easement Purpose City Property affected Term of (Official Tax Map No.) Easement A -1 Structure and support of Hotel 4015004 60 years A -2 Utility service equipment for Hotel 4015004 40 years Project A -2 Utility service equipment for Hotel 4015003 40 years Project A -3 Utilities for Hotel Project (within 4015004 40 years garage) A -3 Utilities for Hotel Project (below 4015004 40 years Condominium Units) A -4 Sprinkler system and other fire 4015004 40 years suppression systems A -5 Parking Garage control equipment 4015004 40 years A -6 Utilities within Air Space for 4015004 40 years Hotel Project A -7 Canopy for Hotel Project on 4015004 40 years Northern Facade A -8 Waterproofing Ceiling of 4015004 40 years Condominium Unit A -9 Easement for exterior lighting 4015004 40 years attached to third level of the Market Garage Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 32 A -10 Canopy for Hotel Project on 4015004 40 years Eastern Fagade A -10 Canopy for Hotel Project on 4015003 40 years Eastern Faqade A -11 Easement for Installation, 4015004 40 years Construction, Maintenance and Repair of concrete pad for Condominium Units B -1 -A Elevator Shaft within Market 4015004 40 years Garage (above a portion of Condominium Unit #1) B -1 -B Elevator Shaft within Market 4015004 40 years Garage (below a portion of Condominium Unit #1) B -2 Emergency access to northwest 4015004 40 years stairwell within Market Garage B -3 Emergency access to southwest 4015004 40 years stairwell within Market Garage B -4 Access for removal of trash from 4015004 40 years Hotel B -5 Easement for Access 4015004 40 years B -5 Easement for Access 4015003 40 years C -1 Installation and operation of 4011706 40 years dumpster D -1 Temporary construction easements 4015004 Temporary, expires upon issuance of permanent certificate of occupancy for Hotel Project Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 33 D -1 Temporary construction easements 4015003 Temporary, expires upon issuance of permanent certificate of occupancy for Hotel Project D -2 Temporary construction easement 4011706 Temporary, expires upon issuance of permanent certificate of occupancy for Hotel Project Pursuant to the terms of the Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements, dated 2013, Developer shall provide the City with field verified, sealed Surveyor's Plats showing the final location and extent of all Easements granted herein (the "Surveyor's Easement Plats ") prior to issuance of the Certificate of Occupancy. These Surveyor's Easement Plats shall include all dimensions and references to the property boundary of the servient estate for all easement areas, certified and sealed by a surveyor licensed in the Commonwealth of Virginia, and in a form suitable for recording the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia. Developer shall also execute and deliver such modifications, amendments, and corrections to conform these Easements to the Surveyor's Easement Plats. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 34 Exhibit 2.28 to Hotel Performance Agreement dated as of 12013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC INSURANCE Developer shall comply with the Insurance requirements under the term of the Hotel Performance Agreement, including those set forth below. I. General Conditions A. Neither Developer nor the General Contractor, nor any subcontractor shall commence development or Construction of the Hotel Project until Developer has obtained and provided proof of the required insurance coverages to the City, and such proof has been approved by the City. Developer confirms to the City that the General Contractor and all subcontractors have provided Developer with proof of such insurance, or will do so prior to commencing development or construction of the Hotel. B. Developer, including the General Contractor and all levels of subcontractors, shall, at its and /or their sole expense, obtain and maintain, or cause to be obtained and maintained, during the term of this Hotel Performance Agreement the insurance policies and /or coverages required by this Exhibit. The City and its officers, employees, agents, assigns, volunteers and the City's parking management operator for the Market Garage shall be added as additional insured to the builder's risk, fire and extended coverage, and general liability coverages of any such policies and such insurance coverages shall be primary and non - contributory to any insurance and /or self - insurance such additional insureds may have. Developer shall immediately notify in writing the City of any changes, modifications, and /or termination of any insurance coverages and /or policies required by this Hotel Performance Agreement. Developer shall provide to the City with the signed Contract an Acord certificate of insurance which contains the information below: The City and its officers, employees, agents, assigns, volunteers and the parking management operator for the Market Garage, are additional insureds as coverage under this policy includes ISO endorsement CG 20 37 07 04. If additional insured status is automatic under a different coverage form, Developer must attach a copy of the coverage form to its certificate and said additional unsured status must include completed operations effective prior to the beginning of any development or construction. In the event that such insurance coverage cannot be provided, the City's Risk Manager, in the sole discretion of the City's Risk Manager, may approve such other certificate of insurance or insurance documents that the City's Risk Manager deems acceptable. Hotel Development Operation and Maintenance Pertbrmance Agreement South Commonwealth Partners 12 2 13 35 C. All policies of insurance shall be issued by financially responsible insurance companies qualified to write such 'insurance under the laws of the Commonwealth of Virginia and having an A.M. Best's rating of A -VII. D. Proof of Insurance Coverage: (1) Developer shall furnish the City with the above required certificates of insurance showing the type, amount, effective dates, and date of expiration of Developer's policies. Developer shall (i) maintain on file in its offices, copies of all certificates for the General Contractor and all levels of subcontractors, and (ii) provide copies to the City upon the request of the City's Risk Manager. (2) There shall be no waiver of subrogation under the builder's risk policy E. Such insurance policies and /or coverages shall provide for coverage against all and all claims and demands made by a person or persons or any other entity for property damages or bodily or personal injury (including death) incurred in connection with the development, construction, and operation of the Hotel in accordance with the Hotel Performance Agreement with respect to commercial general liability coverages and automobile liability coverages. With respect to workers' compensation coverage, Developer's and its General Contractor's and subcontractors' insurance companies shall waive rights of subrogation against the City and its, officers, employees, agents, assigns, volunteers, and parking management operator for the Market Garage. F. The continued maintenance of the insurance policies and coverages required by this Hotel Performance Agreement is a continuing obligation, and the lapse and /or termination of any such policies or coverages without approved replacement policies and /or coverages being obtained is a default of this Hotel Performance Agreement. G. The City does not, in any way, represent that the coverages or the limits of insurance specified are sufficient or adequate to protect Developer's interest or liabilities, but are merely minimums. Except as provided in Section 6.3 of this Hotel Performance Agreement, the obligation of the Developer, the General Contractor, and their subcontractors, to purchase insurance shall not, in any way, limit the obligations of Developer in the event that the City or any of those named above should suffer any injury or loss in excess of the amount actually recoverable through insurance. Furthermore, there is no requirement or obligation for the City to seek any recovery against the Developer's insurance company before seeking recovery directly from the Developer. 11. Builders' Risk Coverage for Construction, Restoration, Replacement A. Developer shall provide or cause to be provided at its sole cost and expense, Builder's Risk/extended multi -peril hazard insurance including, but not limited to, Hotel Developmcnt Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 36 terrorism, windstorm, proper demolition and disposal of damaged areas and structures, if appropriate, and flood in an amount not less than the full replacement cost of the completed Hotel and Improvements, and the Market Garage resulting from any modifications to any portions of Market Garage during Construction, which shall include the costs of the Hotel and Improvements to be developed and constructed by Developer, and the actual replacement cost of those portions of the Market Garage affected by Construction. This insurance coverage shall be written to protect the interests of the City (as owner of the Market Garage), the Developer, and the General Contractor, as their interests may appear. In addition to those perils routinely covered under a comprehensive "all risks" Builder's Risk policy, coverage shall include acts of terrorism and shall specifically cover any and all damage to the Market Garage as a result of the collapse or any effect to the structural integrity of the Market Garage in the course of, or as a result of, any construction, maintenance or replacement of the Hotel or Improvements, or related activities or omissions. The coverage with respect to any effect to the structural integrity of the market Garage in the course of, or as a result of, any construction, maintenance, or replacement of the Hotel or Improvements, or related activities or omissions may be limited to the extent such damage is solely the result of a design error by the Developer's structural engineer for such construction, maintenance, or replacement of the Hotel or Improvements, or that such damage was caused solely by the use of defective materials. The flood insurance portion of this policy described in this Section II.A. (and only the flood insurance portion of such policy) may include a sub -limit of $10,000,000.00 in coverage with respect to the Market Garage. B. The Builder's Risk coverage policy shall be subject to approval by the City, both in form and substance, and such approval shall not be unreasonably withheld. The cost to obtain and maintain Builder's Risk insurance coverage shall be the sole responsibility of Developer. The amount of the deductible applicable to this policy is the decision of Developer and application of such deduction in the event of a claim is the sole responsibility of the Developer. IIL All Risk Coverage A. Developer shall insure the Hotel, the Improvements, and the Market Garage against direct and indirect loss or damage by fire and any other casualty covered under a broad perils, "all risks" typical fire and extended coverage property insurance policy, including terrorism, windstorm, proper demolition and disposal of damaged areas and /or structures, flood and earthquake. This policy shall be in an amount that is not less than the full, then current, replacement cost of the Market Garage, together with 18 months of loss income payable to the City in the amounts which shall be provided to developer on an annual basis by the City's Department of Risk Management. The flood insurance portion of the policy described in this Section III. A. (and only the flood insurance portion of such policy) may include a sub -limit of $10,000,000.00 in coverage with respect to the Market Garage. B. (1) The cost of the initial and future premiums with respect to obtaining and maintaining fire and extended coverage insurance required hereunder shall be Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 37 the sole responsibility of Developer. The City will authorize an annual payment or reimbursement to the Developer (the "Insurance Premium Payment or Reimbursement"). The initial amount of the Insurance Premium Payment or Reimbursement due to the Developer.will be $7,056.00. The Insurance Premium Payment or Reimbursement shall be adjusted once every three (3) years commencing June 1, 2016, and thereafter on each third anniversary of June 1. Each subsequent Insurance Premium Payment or Reimbursement shall be the average of three (3) quotes for premiums for such insurance for the Market Garage, from three (3) commercial insurance carriers licensed to provide such insurance coverage in the Commonwealth of Virginia. Such quotes shall exclude the cost of collapse or any effect to the structural integrity of the Market Garage perils coverage that Developer shall obtain and maintain at its sole cost and expense. (2) Commencing on May 15, 2016, and thereafter on each third anniversary of May 15, the City shall provide the Developer with the calculation for the next Insurance Premium Payment or Reimbursement due from the City. The City shall include the names of each commercial insurance carrier and the amount of each quote for premium for such policy. Any dispute which arises with respect to the calculation submitted by the City shall be resolved in accordance with the dispute resolution provisions of Article XVII of this Hotel Performance Agreement. (3) Developer may change the date on which the Insurance Premium Payment or Reimbursement is adjusted on each third anniversary of June 1, 2016 under Section III B (1) above or the date by which the City shall provide Developer with the calculation for the next Insurance Premium Payment or Reimbursement due from the City as set forth in Section III B (2) above with prior written notice to the City at least ninety (90) and not more than one hundred twenty (120) Days prior to the dates set forth above. Written notice shall be provided in accordance with Article XIII of this Hotel Performance Agreement. Each change shall remain in effect unless and until Developer provides written notice of a subsequent change in accordance with this Section. No proposed change shall alter the intent of this Section III B that the Insurance Premium Payment or Reimbursement shall be adjusted only once every three (3) years. C. [Intentionally omitted.] D. Such coverage shall include the then current replacement cost coverages and also include loss of income equal to 100% of the value and must insure the Market Garage for any collapse and /or damages of any type to the structural integrity of the Market Garage for any reason that results from the development, construction, operation, and/or connected to the Hotel and /or the Hotel Project. The following exclusions from special or broad form coverage are acceptable: war or military action, nuclear hazard, volcanic eruptions, or dishonest acts committed by the Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 38 insured. Any other exclusions must be approved by the City's Department of Risk Management. E. Such policy shall be in an amount not less than one hundred percent (100 %) of the actual replacement cost of the Hotel, the Improvements, and the Market Garage. F. Such policy shall provide by endorsement, or otherwise, coverage for the cost of demolition of the damaged portions of the Hotel, Improvements, or the Market Garage being insured in the event that Developer elects not to restore any damages to the Hotel or Improvements, or if the City elects not to restore any damage to the Garage. Such policy shall include the costs of demolition and razing; the cost of removal of debris; the cost of restoring the Market Garage to a structurally safe and sound condition if available. G. Such policy shall include the City as an additional insured and a loss payee with respect to any damage to or destruction of the Market Garage. IV. General Liability Insurance General Liability Coverage in an amount of not less than $10,000,000 per occurrence for this Project, including bodily injury, property damage and contractual liability for the operation of the Developer and /or Hotel Operator. Coverage shall name the City, its employees, agents, Council Members, and assigns, and the City's parking management operator as additional insureds. Limits requirement can be satisfied with an umbrella or excess policy approved by the City's Risk Manager. The Developer has advised the City that the general liability insurance policy may include an exclusion or limitation with respect to a claim related solely as a result of any error or omission in the design of the Hotel Project. To address this matter, Developer shall require its structural design engineer to obtain, have in place, and maintain professional liability coverage of $3,000,000 per claim /$3,000,000 in aggregate specific to this Hotel Project (with appropriate project specific endorsement) for a period commencing not later than the date of this Hotel Performance Agreement and continuing in effect for a period of three (3) years after the date on which the Certificate of Occupancy is issued. V. Workers' Compensation Workers' Compensation Coverage Statutory to the Commonwealth of Virginia and Employer's Liability with limits of no less than $500,000 each accident, $500,000 disease each employee and $500,000 policy limit disease. VI. Automobile Liability Automobile Liability cover to cover all owned, non - owned, hired or borrowed vehicles in an amount of not less than $2,000,000 per occurrence and $5,000,000 in the aggregate for this Project. Limits requirement can be satisfied with an umbrella or excess policy approve by the City's Risk Manager. Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 39 END OF EXHIBIT 2.28 Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 122 13 40 Exhibit 2.35 to Hotel Performance Agreement dated as of 12013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC DESCRIPTION OF CONDOMINIUM UNITS AND AIR RIGHTS I. HOTEL AIR RIGHTS The volume of space located above and within the vertically extended boundaries of the Market Garage Parcel, defined by the following planes: (1) the plane which constitutes the lower limit of the volume of space hereby conveyed is the horizontal plane defined vertically by a point at elevation 1010 (feet) above mean sea level (the lower limit of the Hotel Air Rights) and (2) the plane which constitutes the upper limit of the volume of space hereby conveyed is the horizontal plane defined vertically by a point at elevation 1070 (feet) above mean sea level (the upper limit of the Hotel Air Rights).The Market Garage Parcel is more particularly described as Parcel 2C1 -A1, consisting of 0.7911 acres of land, and depicted on a plat entitled "Right -of -Way Vacation and Combination Plat for the City of Roanoke" dated April 22, 2013, and prepared by Balzer and Associates, Inc., and recorded in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia as Instrument 4130009306 (the "Plat "). The use of the Hotel Air Rights by Grantee, its successors and assigns, is subject to all restrictions, limitations, terms, and conditions of the Hotel Performance Agreement. II. CONDOMINIUM UNITS Unit #1 and Unit #2, Market Garage Condominium, established pursuant to the Declaration of Condominium, and the exhibits attached hereto, recorded in the Clerk's Office of the Circuit Court of the City of Roanoke as instrument number (the "Declaration "); Together with the undivided interest in the "Common Elements" applicable to Unit #1 and Unit #2, as Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 41 more particularly set forth in the Declaration. Together with all "special declarant rights" as defined in Section 55 -79.41 of the Code of Virginia (1950), as amended. Grantor expressly reserves an easement in Unit #1 and Unit #2 for the purposes of maintaining, construction, repairing, and replacing utilities currently existing within the Unit #1 and Unit #2 ( "City Utility Services Easement "). This conveyance of condominium units is made expressly subject to the City Utility Services Easement. For purposes of this City Utility Services Easement, utilities include, but are not limited to, services for water, sanitary sewer, stormwater, sprinkler and fire suppression systems, electricity, natural gas, telecommunications, and transmission of intelligence, communications, and data. Grantor, and its employees, agents and contractors, shall have access to the Unit #1 and Unit #2 to enter into the Condominium Units for the purposes of maintaining, repairing, or replacing utilities within the areas subject to City Utility Services Easement. Such access and maintenance, repair, and replacement shall be accomplished by Grantor in a manner that interferes to the least practicable extent with Grantee's conduct of its normal business operations in Unit 41 and Unit #2. In accordance with the terms of the Hotel Performance Agreement, Grantee may relocate the City Utility Services Easement provided (i) such relocation is at the sole cost and expense of Grantee; (ii) Grantee provides Grantor with a field verified, sealed surveyor's plat showing the location of the City Utility Services Easement; (iii) Grantee executes and delivers Grantor with a deed of easement for the location of the City Utility Services Easement in a form and substance reasonably satisfactory to the Grantor; and (iv) the holders of all deeds of trust, mortgages, or liens have consented to the proposed relocation and have agreed, in writing, to subordinate their interests to the Grantor's rights in the City Utility Services Easement. Hotel Development Operation and Maintenance performance Agreement South Commonwealth Partners 12 2 13 42 Exhibit 4.1.1.1 to Hotel Performance Agreement dated as of 12013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC SUMMARY OF HOTEL PROJECT COSTS AND SOURCES OF FUNDS Costs: Building hard costs $12,107,000 Landscaping $20,000 Furniture, fixtures & equipment (FF &E) $2,122,000 FF &E Design & Purchasing fees to third party $115,000 Initial inventories $215,000 Preopening operations $200,000 Architectural, engineering & testing $502,000 Closing costs, recording fee, taxes, title insurance $100,000 Franchise commitment fee $75,300 Appraisal /market study $25,000 Overhead & project expense $100,000 Legal $50,000 Lender's fees $65,000 Construction loan interest $600,000 Contingency and working capital $715,000 TOTAL $17,011,300 Sources: Equity from Developer $ 4,611,300 Funding from Economic Development Grant $ 700,000 Conventional loan $11,700,000 TOTAL $17,011,300 Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 43 Exhibit 5.3.1.5 to Hotel Performance Agreement dated as of 2013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC ENGINEER'S CERTIFICATE Hotel Development Operation and Maintenance Performance Agreement South Commonwealth Partners 12 2 13 44 EXHIBIT B TO DEED OF CERTAIN AIR RIGHTS, DEED OF CONDOMINIUM UNITS, AND DEED OF EASEMENTS DATED 2013 COPY OF PARKING AGREEMENT DATED , 2013 Deed of Air Ruts Condominium Units and Easements South Commonwealth Partners 12 2 13 37 DRAFT 12/16/2013 PARKING AGREEMENT This Parking Agreement ( "Agreement" or "Parking Agreement ") is dated 2013 and is by and between the City of Roanoke, Virginia, a Virginia municipal corporation, ( "City "), and South Commonwealth Partners, LLC, a South Carolina limited liability company authorized to do business in Virginia ( "Developer "). RECITALS: WHEREAS, the City is the owner and operator of a certain public parking garage named Market Garage located at 25 Church Avenue, S.E., Roanoke, Virginia, which garage provides parking spaces to the public ( "Garage" or "Market Garage "); WHEREAS, the Developer plans to construct a hotel with up to 130 rooms and certain related facilities within the air rights above the Market Garage, within the condominium to be located on the first floor of the Garage, and within certain easements within and around the Garage as described in Exhibit A which is attached hereto and made a part hereof ( "Hotel ") and which Hotel shall be operated by an entity designated by the Developer ( "Hotel Operator "); WHEREAS, the Developer and the City entered into a Performance Agreement for Hotel Development, Construction, Operation, and Maintenance dated , 2013 (the "Hotel Performance Agreement ") regarding the obligations, covenants, and agreements of the City and Developer involving the development, construction, operation, and maintenance of the Hotel, including the obligation of the Developer to maintain casualty and fire and extended coverage property insurance on the Market Garage; WHEREAS, the City recognizes that for a favorable development of the Hotel, it is necessary for the public to have access to adequate public parking convenient to the Hotel; WHEREAS, readily available and convenient public parking shall be made available to the Hotel's guests, patrons, and visitors on the same basis as it is available to the general public; WHEREAS, the Developer has requested that the City provide the Developer with up to one hundred and thirty (130) unreserved parking permits for the parking for each Hotel Parking Day ( as the term "Hotel Parking Day" is defined in this Agreement) (individually, "Parking Permit" and collectively, "Parking Permits ") of motor vehicles by the Hotel's guests, patrons, and visitors for the Hotel's nonexclusive use in the Market Garage for a period of twenty (20) years from the date of the City's issuance of a permanent Certificate of Occupancy for the Hotel with the right to extend the term of the Parking Agreement for up to four (4) additional five (5) year periods subject to the terms of this Parking Agreement, and such Parking Permits are to be provided pursuant to the parking rates set out in Exhibit B (which are subject to modification by City Council), which is attached hereto and made a part hereof (the "Posted Rates "); Parking Agreement Market Garage South Commonwealth Partners 12 2 13 1 WHEREAS, this Parking Agreement is specifically conditioned on the Developer completing the Hotel and having it active and open to the public for business during the entire tern of this Agreement; WHEREAS, the parties have complied with the provisions of Virginia Code Sections 15.2 -2100 et seq. for this Parking Agreement as authorized by Ordinance No. adopted by City Council on , 2013; and WHEREAS, the City is agreeable to providing the Developer with the Parking Permits based on the terms and provisions of this Parking Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties agree that the above Recitals are incorporated into this Agreement and made a part of it and that the Parties further agree as follows: SECTION 1. NO BAILMENT. This is a Parking Agreement and no bailment is created by this Parking Agreement. SECTION 2. GRANT OF PARKING PERMITS. The City hereby grants to Developer Parking Permits, as defined in this Section 2 and also as described in Section 3, for use in the Market Garage areas described in Section 3(C) hereof. The Parking Permits hereby granted shall become available for use by the Developer, in accordance with the terms of this Agreement, on the date on which the Hotel opens for business to the public as a hotel provided that Developer notifies the City in writing of the opening date of the Hotel at least sixty (60) days and not more than ninety (90) days prior to the opening date of the Hotel. In the event that written notice is not provided to the City sixty (60) days prior to the opening of the Hotel, the Parking Permits shall be available sixty (60) days after the City receives the written notification required herein. The Parking Permits are to be used only by the guests, patrons, and visitors of the Hotel (collectively "Hotel Guests" and individually a "Hotel Guest'), but which specifically excludes Hotel workers and employees, in the unreserved parking spaces designated by the City. Such Parking Permits will be in the form of hotel access cards that will allow the user of such card access to the Market Garage. SECTION 3. PARKING PERMITS. A. The City intends to operate the Market Garage 24 hours per day throughout each year. The Parking Permits in the Market Garage shall only be used in the Market Garage by such Hotel Guests and may be used during the time periods as set forth in Section 5(A). Developer acknowledges and agrees that such Parking Permits shall only be used for the vehicles of the Hotel Guests, in the Market Garage in the areas as designated by the City in Section 3(C) hereof. The maximum number of Parking Permits available to Developer shall be equal to the aggregate number of hotel rooms in the Hotel. B. Each of the Parking Permits shall be subject to all applicable rules and regulations applicable to other parking permits issued for the Market Garage and subject to the same provisions as other users of the Market Garage, except that each such Hotel Guest will have access to the Market Garage during the time periods as set forth in Section 5(A). The City agrees that the rules and regulations Parking Agreement Market Garage South Commonwealth Partners 12 2 13 applicable to such Parking Permits will be reasonable and further agrees to make the Developer aware of the rules and regulations applicable to the users of the Market Garage. The Developer agrees that the Developer and Hotel staff shall be responsible to provide written notice to the Hotel Guests regarding compliance with such rules and regulations and the liability of Hotel Guests to the City for all damages, costs, and expenses resulting from such Hotel Guest's violations of such rules and regulations. The City and its Parking Management Company, if any, shall not be responsible to any Hotel Guests for any items left in any vehicle or for any damage to the vehicle. Such other rules and regulations that are applicable to other users of the Market Garage shall be applicable to Hotel Guests. Such rules and regulations are subject to being amended, modified, and /or changed by the City at the City's discretion, so long as all rules apply uniformly to all users of the garage. C. The City hereby acknowledges that the Parking Permits provide the Developer a non - exclusive right of access for ingress, egress, and parking in the Market Garage as set forth in this Agreement for the purpose of parking motor vehicles of Hotel Guests with the right of vehicular and pedestrian access, ingress, egress, on, over, and across the paved entrance and exit ways, ramps, walkways, stairways, and City owned elevators in the Market Garage. The Parking Permits will allow access to all levels of the Market Garage with the exception of any numbered reserved parking spaces or any security areas as are designated in the sole discretion of the City from time to time; provided, however, that the City will not designate more than twenty -five percent (25 %) of the parking spaces in the Market Garage as reserved and unavailable for use by Hotel Guests or the general public. D. The City and the Developer and /or the Hotel Operator, shall designate their respective representatives who will meet on a regular basis (not less frequently than quarterly during each calendar year during the term of this Agreement) to review the operations of the Market Garage, distribution and use of Parking Permits, and other matters to assess what changes, alterations or additions should be established to ensure that the interests of the City in the operation of the Market Garage and the interests of the Developer and the Hotel Operator in the issuance and use of Parking Permits are satisfied. The City and the Developer agree that such representatives may amend, adjust, or supplement any of the provisions of this Section 3 provided such representatives agree to any such amendments, adjustments, or supplements in writing and are executed by all of the representatives. The representatives of the City and the Developer and /or the Hotel Operator shall negotiate in good faith to reach appropriate amendments, alterations, or adjustments as the circumstances may warrant. SECTION 4. TERM. The term of this Parking Agreement shall be for a period of twenty (20) years, starting on the date of issuance of a permanent Certificate of Occupancy for the Hotel and continuing for a period of twenty (20) years unless this Parking Agreement is sooner terminated as provided for in this Parking Agreement or in accordance with the law. The Developer shall have the option to renew this Parking Agreement for up to four (4) additional, five (5) year periods, each such option shall be automatically exercised and this Parking Agreement renewed for such additional five (5) year period unless terminated by Developer by providing at least ninety (90) days (the term "days" in this Agreement shall mean consecutive calendar days unless otherwise stated) written notice to the City prior to the expiration of the then current term (initial term and any subsequent terms, collectively the "Term "). Parking Agreement Market Garage South Commonwealth Partners 12 2 13 3 SECTION 5. COST OF PARKING PERMITS. A. The City will establish the Posted Rates for the general public to use the Market Garage, including a Daily Maximum Rate, an Overnight Rate, and a Hourly Rate in the format set forth in Exhibit B. The Posted Rates shall be updated by City Council from time to time in accordance with Section 5 (G) below and shall be inclusive of all taxes, insurance, expenses, etc. The Overnight Rate shall be no more than the Daily Maximum Rate. B. Developer shall pay to the City during the term of this Parking Agreement one -half of the Overnight Rate multiplied by the greater of (i) the number of Parking Permits reserved by the Developer during a calendar month or (ii) the number of Parking Permits used by Hotel Guests during such calendar month ( "Usage of Parking "). For the purpose of this formula, each Parking Permit shall be one Hotel Parking Day stay. A Hotel Parking Day shall begin at 3:00 p.m. on the day on which a Hotel Guest checks into the Hotel and ending at 4:00 p.m. on the following day. For example, if a Hotel Guest checks in at 3:00 p.m. on Tuesday and checks out at 11:00 a.m. on Friday, when the Overnight Rate is $6.00, then the Developer would pay for three (3) Hotel Parking Days for such Hotel Guest at $3.00 each, resulting in a total of $9.00 for that Hotel Guest's use of Parking Permits. C. Each access card shall allow one vehicle unlimited ingress and egress from 3:00 p.m. on the day of check in (or earlier as allowed pursuant to Section 5 (I)(2) below) until the time of check -out, which shall be no later than 2:00 p.m. After check -out, the access card shall provide for one egress with no additional ingress. Should a vehicle exit the Market Garage after 4:00 p.m. of the day of check -out, the City shall bill the Developer the Posted Rates for use of the parking space between 4:00 p.m. on the day of check -out and the actual time of egress for that vehicle (the "Overstay Charges "). D. For the use of the Parking Permits, the Hotel Guests may utilize parking in the Market Garage on a self -park basis only. In the event that Developer desires to provide Hotel Guests with valet parking service, Developer shall make such request to the City and the City shall allow valet parking services on such terms and conditions which the City shall establish in its sole discretion. Under no circumstances shall the number of parking spaces for valet service and Parking Permits exceed the number of spaces established pursuant to Section 5(H) below. E. Invoices for the prior month's Usage of Parking and Overstay Charges will be billed to the Developer on or about the 15th of each month. Payment shall be due to the City the first day of the following month and shall be paid by the Developer in one check made payable to "Park Roanoke ", 117 Church Avenue, S.W., Roanoke, Virginia 24011, or at such other address and /or other payee as City may designate in writing to Developer. In the event Developer shall fail to make such monthly payment by the 5th of each month, a late fee will be assessed for each invoice for which payment is late. The initial late fee will be ten percent (10 %) of the monthly invoice amount for which payment is late. The amount of such late fee may be changed by the City Council from time to time, so long as the rate is generally applicable to all of the City's Accounts Payable in similar standing. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 4 Furthermore, any past due payments shall also accrue interest at the rate of one percent (1 %) per month until the full amount is paid to the City, with any payments being applied first to any interest and late fees due. F. The City may charge the Developer or Hotel Operator the generally applicable fair market rate as the City charges members of the general public for parking spaces in the Market Garage and in other parking facilities operated by the City in the vicinity of the Hotel should the Developer request such parking permits for uses other than by Hotel Guests. These uses shall be subject to availability of parking at the sole determination of the City. Payment by the Developer to the City for such other spaces shall be made in accordance with the terms and conditions of the City's standard parking rules and regulations, including billing terms and termination for non - payment sections. G. Developer further acknowledges that the Posted Rates are subject to being changed by the action of City Council, and /or the City Manager per City policy, and the rate to be paid by the Developer to the City will be adjusted by any such change in the Posted Rates from time to time and be effective on whatever date such Posted Rates take effect, provided that the rate charged to Developer for Parking Permits as referred to in 5(B) above will never be greater than one -half of the Posted Rates. The City reserves the right in its sole and exclusive discretion to increase the Posted Rates. However, the City will maintain the then current Posted Rates for a period of twenty -four (24) months from the City's issuance of a permanent Certificate of Occupancy for the Hotel. H. The Developer shall notify the City by 3:00 p.m. (Roanoke time) on each day preceding each Hotel Parking Day of the number of Parking Permits that the Developer will need for Hotel Guests (including Early Check In Guests defined in Section 5 (I)(2) below) for the next Hotel Parking Day and the City shall set aside that number of parking spaces in the Market Garage for the next Hotel Parking Day. Notice from the Developer shall be in writing and shall be delivered to General Manager Park Roanoke by email at parking @roanokeva.gov or by hand at 117 Church Avenue, S.W., Roanoke, Virginia 24011. After 3:00 p.m., the City may permit others to use all parking spaces in the Market Garage not timely reserved by the Developer in accordance with this Section 5(H). Subject to availability, the Developer may request the reservation of additional parking spaces in the Market Garage after 3:00 p.m. for the next Hotel Parking Day and the City may provide such additional parking spaces at the then current rate as provided for in this Agreement. I. 1. If the City fails to provide the number of parking spaces reserved by Developer in accordance with Section 5(H) above for any Hotel Parking Day, except in the occurrence of an event set forth in Section 8 or Section 11 hereof, the City shall reimburse the Developer for the actual cost of alternative parking for the Hotel Guests for whom parking spaces were not available in the Market Garage, together with a penalty equal to 150% of the higher of (i) the Daily Maximum Rate; or (ii) the special event rate charged at the Market Garage; multiplied by the number of parking spaces which were reserved by Developer in accordance with Section 5(H) but were unavailable. The Developer shall present the City with an invoice which indicates the actual parking fee paid and the name and location of the parking Parking Agreement Market Garage South Commonwealth Partners 12 2 13 5 facility to which the fee was paid. The City shall pay such invoice within thirty (30) days of receipt of invoice, or notify the Developer of a dispute and such dispute shall be resolved pursuant to Section 18 (B) hereof. 2. The City and the Developer acknowledge that, from time to time, Hotel Guests may check into the Hotel before 3:00 p.m. ( "Early Check In Guests "). The City shall have no responsibility for any Early Check In Guests who may be unable to park in the Market Garage unless Developer has notified the City in accordance with Section 5(H) above. The City shall have no responsibility for any requested Parking Permits by the Developer that exceed the lesser of the number of Parking Permits requested for the time in question or the maximum number provided for in this Agreement. J. Developer and the City acknowledge and agree that the operations and functions of the Market Garage and the Hotel will require cooperation, especially with respect to Early Check In Guests and Hotel Guests who arrive at the Hotel without prior reservations. Developer and the City agree that the representatives designated pursuant to Section 3 (D) hereof will include in their regular meeting these matters and other matters related to the interaction of the operations and functions of the Market Garage and the Hotel. To the extent that the representatives determine that adjustments should be made in order to accommodate the operations of the Market Garage and the Hotel, such adjustments shall be set forth in writing and executed by the representatives. SECTION 6 ELECTRONIC ACCESS SIGNAGE, CAMERAS, GARAGE IMPROVEMENTS. City and Developer shall pay their prorata share, to be determined using a mutually agreed upon cost sharing model, prior to the Hotel's opening for business, of the costs associated with the purchase and installation of Access and Revenue Equipment and Hotel modules that are compatible with the type and manufacturer of the City's then current Access and Revenue Equipment used at the Market Garage, along with any hardware and /or software needed by the City and the Developer for the Developer's use of the Market Garage. Thereafter, the Developer shall pay for any maintenance, repair, upgrade, or replacement of equipment and systems which specifically relate to the administration of the Parking Permits and the City shall pay for the maintenance, repair, upgrade, or replacement of the system which relates to the general operation of the Market Garage. City and Developer shall have mutual access to any reports generated by the Access and Revenue equipment, including those reports generated by any Hotel modules(s) that are mutually selected, purchased, and installed in the Market Garage and in the Hotel. Developer may request that the Developer be permitted to upgrade and /or replace certain exterior doors, gates, locks, and /or signage to permit Hotel Guests access to the Market Garage and to facilitate ADA access to and from the Market Garage as may be required by the Hotel or to improve security for the users and to make other nonstructural, cosmetic changes for the purpose of improving the general appearance of the Market Garage. Prior to making any such improvements, the Developer shall provide the City with ten (10) days prior written notice of such proposed improvements. The City will work cooperatively with the Developer to assure access to and from the Market Garage by Hotel Guests and will endeavor to grant the Developer permission to place such items, including monitoring cameras and pre- approved signage, in and around the Market Garage, all subject to the City's prior written approval, which approval shall not be unreasonably withheld. However, upon request of the City, the Developer must present the City with sufficient drawings and /or information, together with any required engineering documentation, to establish that such items and improvements will not damage and /or Parking Agreement Market Garage South Commonwealth Partners 12 2 13 6 impair the Market Garage or the use of the Market Garage and will not interfere with the City's operation of the Market Garage. The Developer shall be solely responsible for all costs, expenses, and responsibility, including any claims of any type or nature that may be made in connection with or resulting from the placement, installation, use, operation, maintenance, repair, removal, and /or any other matters involving any such items and improvements and Developer agrees to indemnify and hold the City and its Parking Management Company, their employees, agents, and representatives, harmless from any and all such claims of any nature, including reasonable attorney's fees. Developer shall also be solely responsible for relocating any such items and improvements for any reason whatever, providing the City shall not unreasonably request that any such items and improvements be relocated. Developer further assumes all risks of any type or nature in connection with any such items and improvements, including, but not limited to, any damage to, any theft of, or any vandalism of such items or improvements. Upon the expiration and /or termination of this Parking Agreement, Developer shall properly and timely remove any such items and improvements, including any signs, that it installed or had installed and restore the areas where such items or improvements were installed to the condition they were in prior to the installation of such items or improvements by Developer. Developer agrees that if Developer fails to remove such items and improvements and properly restore the areas within thirty (30) days of any such expiration or termination of this Parking Agreement that City may do so and dispose of any such items or improvements as City sees fit and charge the Developer all costs and expenses of such removal and disposal. Furthermore, all such items and improvements, including cameras, and signage are subject to applicable federal, state, and local laws, rules, and regulations and Developer shall also obtain at Developer's cost any required approvals and permits. SECTION 7 OPERATION MAINTENANCE, REPAIR, AND TEMPORARY RELOCATION. A. The City will operate the parts of the Market Garage remaining under the ownership and control of the City in a manner similar to the operation of other City owned and /or controlled parking facilities. The City will maintain such parts of the Market Garage in good working condition and repair and will make such repairs, perform such preventative maintenance, structural repairs, or other improvements as the City deems reasonably necessary. However, the Developer shall be solely responsible for the condominium and the Hotel and for all operations, maintenance, and repair of the same, and the City shall have no responsibility therefore whatsoever. The City will use commercially reasonable efforts to make other parking spaces available in the event of temporary closure of the Market Garage for the purposes of maintenance, repair, or replacement, at no additional cost or expense of the alternate Parking Permits to the Developer. Other than in the event of an emergency, the City will confer with Developer prior to any closures of the Garage and will endeavor to accomplish all Garage maintenance, repairs, and replacements in a manner that will result in the least inconvenience for the Hotel and Hotel Guests, including using the City's best efforts to assure that not more than 25% of the parking spaces in the Market Garage will be unavailable for use at any one time for maintenance or repair. The Developer and/or Hotel will not be entitled to any payments or offsets from the City's monthly, hourly, daily, or evening parking revenues against the parking charges otherwise due from the Developer to the City under the terms of this Parking Agreement. Developer and /or Hotel shall have no rights in or to any monies paid by anyone to the City, or revenues received from anyone by the City on account of parking in the Market Garage. If the City fails to maintain the Market Garage in accordance with all applicable building and safety codes and fails to correct such code violation within sixty (60) days after the Developer provided the City with Parking Agreement Market Garage South Commonwealth Partners 12 2 13 7 written notice of such violation, then Developer may, but is not obligated to do so, correct the violation in accordance with Section 12(C). B. If any construction, maintenance, repairs, other work, or other matters take place at the Market Garage that requires a temporary relocation of any of the spaces available for use by the Developer in connection with the Parking Permits, the City may, on ten (10) days written notice (except in the case of an emergency in which case no notice is required) to Developer, temporarily relocate any of the parking spaces to be used in connection with the Parking Permits to another City owned and /or controlled parking facility until such construction and /or other work has been completed. Such relocation will be to another location in the Market Garage or to a City parking facility mutually agreeable to the City and Developer, such agreement not to be unreasonably withheld. The City agrees that (i) no such relocation of spaces allocated for Parking Permits shall occur unless and until all other users of parking spaces in the Garage, other than those users of Parking Spaces in the Market Garage pursuant to the Deed of Easement by and between City of Roanoke Redevelopment and Housing Authority and Crestar Bank, dated September 19, 1990, and recorded in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia, Deed Book 1629, Page 326, have been relocated and (ii) Parking Permits for parking spaces in the Market Garage or in alternative locations are available during any period in which a need for relocation arises. SECTION 8. DAMAGE TO THE MARKET GARAGE. In the event of damage or destruction of the Market Garage, in whole or in part, the Market Garage shall be repaired and reconstructed in accordance with Article V of the Hotel Performance Agreement. In the event that, as a result of damage or destruction of the Hotel, Developer elects to raze the Hotel, (i) Developer shall reconstruct the Market Garage as provided in Article V of the Hotel Performance Agreement; and (ii) Developer's right to Parking Pen-nits under this Parking Agreement shall automatically terminate. SECTION 9. ASSIGNMENT AND SUBORDINATION. A. Assignment Rights of Developer. So long as the Developer is not in default under any provision of this Agreement, the Developer may, with thirty (30) days prior written notice to the City, assign Developer's rights under this Agreement without the consent of the City to (i) a purchaser of the Hotel; (ii) a purchaser of all or a majority of the membership interest in the Developer; or (iii) as additional collateral to a lender who is the beneficiary of a mortgage or deed of trust lien on the Hotel provided, however, any such transferee shall assume and perform all obligations of the Developer under the terms and conditions of this Agreement and the Hotel Performance Agreement. Upon the foreclosure of any mortgage or deed of trust lien on the Hotel, the purchaser at the foreclosure sale shall be an assignee under this Section 9 (A)(1) provided that such purchaser agrees in writing to assume and perform all obligations of the Developer under the Hotel Performance Agreement. The City agrees to enter into an agreement with Developer's lender, on mutually agreeable terms, regarding the collateral assignment of this Parking Agreement by the Developer to such lender and the consent to such collateral assignment. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 8 2. Except as provided in Section 9(A)(1) above, Developer may not assign, transfer, or pledge any of its rights under this Agreement without the prior written consent of the City and the City may grant or deny its consent in City's sole discretion. 3. Notwithstanding any permitted assignment, the Developer shall remain responsible for all obligations under this Agreement unless the City specifically grants the Developer a release in writing. B. Sale of Market Garage by the City. 1. Subject to the right of first refusal granted to Developer by the City in the Hotel Performance Agreement, the City may sell all of its right, title, and interest in the Market Garage at any time without the prior consent or approval of the Developer. In the event of any such sale, the City shall sell the Market Garage subject to the terms of this Parking Agreement and the purchaser shall acknowledge in writing that (i) the purchaser is acquiring the Market Garage subject to the terns of this Parking Agreement; and (ii) the cost of Parking Permits charged by the purchaser to the Developer shall be one half of the average of the daily maximum rate charged from time to time by the City at the remaining parking facilities owned by the City located in the downtown area of the City (that area being bounded by 1 -581 on the east, Elm Avenue on the south, 5th Street on the west, and Wells Avenue on the north). The acknowledgement from the purchaser will provide that this rate shall be adjusted when and as the City adopts changes in its parking rates. The City shall provide a copy of this acknowledgement executed by the purchaser at the time the deed transferring the Market Garage to the purchaser is recorded. 2. Upon the sale of the Market Garage, the City shall have no further obligations under this Parking Agreement and the Developer shall have no recourse to the City for any matter arising after the sale of the Market Garage. C. This Agreement is and shall be subordinate to any mortgage or deed of trust that may be presently existing or to be granted hereinafter on the Market Garage by the City, provided that any mortgagee shall agree to the provisions of this Agreement and shall agree not to disturb the Developer's rights under this Agreement so long as the Developer is not in default under any of the terms of this Agreement. Each of the City and Developer shall provide to any and all mortgagees of the Garage or the Hotel, respectively, a copy of any notice of default delivered by either to the other and such mortgagee shall have the right to remedy any default and be entitled to such additional time as is commercially reasonable to enable such mortgagee to remedy such default. SECTION 10. DEFAULT BY DEVELOPER. A. Each of the following shall constitute a default hereunder by the Developer (each of the following events is hereinafter referred to as "Default"): The failure or refusal by Developer to make any payment due to the City hereunder within fifteen (15) days after written notice of nonpayment is given by the City to the Developer and to any mortgagee of the Hotel. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 9 2. The failure or refusal by the Developer to perform any of its other covenants or obligations hereunder within sixty (60) days after written notice of nonperformance is given by the City to the Developer and to any mortgagee of the Hotel; provided, however, that if such failure to perform cannot reasonably be cured within sixty (60) days, the Developer shall not be in default if it commences within sixty (60) days steps reasonably calculated to cure the nonperformance and in good faith pursues those steps diligently and in good faith to completion. 3. A default under the terms of the Hotel Performance Agreement. 4. The Hotel, for any reason other than those set forth in Sections 8 above and 11 below, is, for any period of more than 30 consecutive days, not actively operating and open to the public for business ( "Hotel Closing Event "); provided, however, that a Hotel Closing Event shall not constitute a Default hereunder so long as the Developer, or any mortgagee of or other owner of the Hotel, shall pay to the City, by the fifteenth 5'fi ) day of each calendar month during each Hotel Closing Event a monthly continuation fee of (i) Two Thousand Five Hundred Dollars ($2,500.00) for each of the first three (3) months of a Hotel Closing Event (including any partial calendar month in the event that a Hotel Closing Event commences after the first day of a month); and (ii) One Thousand Dollars ($1,000.00) for each subsequent month during such Hotel Closing Event (the "Continuation Fee "). In the event of more than one Hotel Closing Event occurring during the term of this Agreement, each such Hotel Closing Event shall constitute a default unless the Developer, or any mortgagee or other owner of the Hotel pays the Continuation Fee. During any month for which the Continuation Fee has been paid, the City shall not be required to make the Parking Permits available for use by the Hotel. B. Upon the occurrence of a Default as set forth in Section 10 (A), the City may immediately terminate this Agreement by written notice to the Developer. In addition to this right to terminate this Agreement, the City may also in the event of a Default by Developer hereunder exercise any and all other rights and remedies available to the City at law or in equity, including without limitation the recovery of any and all monetary damages that the City has suffered as a result of such Default. SECTION 11. FORCE MAJEURE. A delay in, or failure of, performance by any party, shall not constitute a default, nor shall the Developer or the City be held liable for loss or damage, or be in breach of this Agreement, if and to the extent that such delay, failure, loss, or damage is caused by an occurrence beyond the reasonable control of such party, and its agents, employees, contractors, subcontractors, and consultants, including results from Acts of God or the public enemy, compliance with any order or request of any governmental authority or person authorized to act therefore, acts of declared or undeclared war, public disorders, rebellion, sabotage, revolution, earthquake, floods, riots, strikes, labor or equipment difficulties, delays in transportation, inability to obtain necessary materials or equipment or permits due to existing or future laws, rules or regulations of governmental authorities or any other causes, whether direct or indirect, and which by the exercise of reasonable diligence said party is unable to prevent. For purposes of this Agreement any one delay caused by any such occurrence shall not be deemed to last longer than six (6) months and the party claiming delay caused by any and all such occurrences shall give the other party Parking Agreement Market Garage South Commonwealth Partners 12 2 13 10 written notice of the same within thirty (30) days after the date such claiming party learns of or reasonably should have known of such occurrence. Notwithstanding anything else set forth above, after a total of nine (9) months of delays of any type have been claimed by a party as being subject to force majeure, no further delays or claims of any type shall be claimed by such party as being subject to force majeure and /or being an excusable delay. SECTION 12. DEFAULT BY THE CITY; LIMITATION OF LIABILITY OF THE CITY; CURE; AND REMEDY. A. In the event of any default, nonperformance, or breach of any of the terms or conditions of this Parking Agreement by the City, Developer agrees that the City's liability hereunder shall be limited to the repayment of monies paid by Developer to the City, or a deduction from any payment due from Developer to the City, for any Parking Permits that are not able to be used due to such default, nonperformance, or breach for the period of time of such inability to use such Parking Permits. In addition to the remedies set forth in the prior sentence, if the City is in default, nonperformance, or breach of any of the terms or conditions of the Parking Agreement, Developer may provide the City and any mortgagee with written notice of the same and the City shall have sixty (60) days following receipt of such notice from the Developer to cure any such default, nonperformance, or breach, provided if such default, nonperformance, or breach cannot be cured within sixty (60) days from the date of receipt of the notice from the Developer, the City, and /or its mortgagee shall be deemed to have cured the default as long as the City and /or its mortgagee undertakes to remedy the same within sixty (60) days following receipt of notice and the City and /or its mortgagee diligently proceeds to remedy such default, nonperformance, and /or breach. Notwithstanding the foregoing, if the default, nonperformance, or breach involves the maintenance, repair, or replacement of the Access and Revenue Equipment and related Hotel modules, hardware, and software needed by the City and the Developer to allow the Developer's use of the Market Garage hereunder (the "Equipment "), if the City has not acted within seventy -two (72) hours after written notification is received by the City from the Developer of the need for maintenance, repair, or replacement of the Equipment for which the City is responsible under this Agreement, then the Developer may perform or cause to be performed such maintenance, repair, or replacement in accordance with the procedures set forth in Section 12(C) below. B. Under no circumstances under this Agreement shall the Developer have the right of set off against the amounts owed to the City. C. Any maintenance, repair, or replacement services ( "Repair Services ") that the Developer may perform or cause to be performed on or for the Market Garage pursuant to Section 7(A) or Section 12(A) of this Agreement and for which the Developer intends to seek any reimbursement for any such Repair Services shall comply with the following procedures: When reasonably and commercially practicable under the circumstances the Developer will comply with the City's procurement policies with the assistance of the City. Developer shall perform any such Repair Services with such competition as is practicable under the circumstances. Written documentation shall be made by the Developer of the basis for the need for any such Repair Service and for the selection of the particular contractor selected to perform such Repair Services. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 11 2. Unless there is an emergency that requires provision of immediate Repair Services, Developer shall solicit at least four (4) sources to provide the requested Repair Services and document in writing such solicitations, the responses to the solicitations, and the reasons for the selection of the contractor to perform the requested Repair Services, including the costs for such Repair Services and the reasonableness of such costs. 3. If there is an emergency that requires immediate Repair Services, Developer shall provide, as soon as reasonably practicable, written documentation of the nature of the emergency, the actions taken by Developer, the contractor selected, the basis for the selection of such contractor, the costs for such Repair Services, and the reasonableness of such costs. Notwithstanding anything set forth in this Agreement, if any such Repair Services exceed or are expected to exceed a total of $50,000 for any event or incident, Developer shall obtain the prior written consent of the City Manager before proceeding with any such Repair Services, such consent not to be unreasonably withheld. 4. For any costs for such Repair Services which Developer seeks reimbursement from the City, Developer shall submit invoices for such reimbursement costs actually incurred by Developer. Such invoices shall include the following: (i) the invoices shall detail the Repair Services provided; (ii) the time period involved; (iii) the name, address, phone number, and contact person of the contractor providing the Repair Services; (iv) the written documentation referred to in this Section 12(C); and (v) any other documents and information reasonably requested by the City. 5. The City will pay the invoice from Developer within thirty (30) days after receipt by the City Manager of such invoice unless the City has objections to such invoice or a part thereof. If the City has any objections to an invoice from the Developer, the City will provide written notice of such objections and the basis for such objections within thirty (30) days after receipt of each such invoice. Any such objections will be resolved as set forth in Section I SIB). SECTION 13. INSURANCE REQUIREMENTS. Developer, any of its permitted assigns or successors, and any of its contractors involved in this Parking Agreement shall maintain the insurance coverages as set forth in the Hotel Performance Agreement and provide the proof of such insurance coverage as called for therein, including workers' compensation coverage if Developer hires any employees. Except with respect to the reimbursement due from the City to the Developer for a portion of the premium for casualty, fire and extended coverage for loss or damage to the Market Garage (at the then current full replacement cost) such insurance coverage shall be obtained at the Developer's sole expense and maintained during the term of the Parking Agreement and the term of the Hotel Performance Agreement and shall be effective prior to the beginning of any work or other performance by the Developer or others under this Parking Agreement. Additional insured endorsements, if required, must be received by the City within thirty (30) days of the execution of this Parking Agreement or as otherwise required by the City's Risk Manager. SECTION 14. HOLD HARMLESS AND INDEMNITY. Developer shall indemnify and hold harmless the City, its Parking Management Company, and their respective officers, agents, and employees ( "Indemnified Parties ") against any and all liability, losses, Parking Agreement Market Garage South Commonwealth Partners 12 2 13 12 damages, claims, causes of action, suits of any nature, costs, and expenses, including reasonable attorney's fees, resulting from or arising out of actions, activities, or omissions, negligent or otherwise, of the Developer, the operator of the Hotel, and their respective employees, agents, or contractors, but with respect to those employees, agents, or contractors, only if and to the extent that said actions, activities, or omissions occur in the course of their performance of actions that are within the scope of their employment, agency, or contract by or with the Developer or the operator of the Hotel. This Indemnity includes, without limitation, liability, losses, damages, claims, causes of action, suits of any nature, costs, and expenses, including reasonable attorney's fees, resulting from or arising out of any fines or penalties, violations of federal, state, or local laws or regulations, personal injury, wrongful death, or property damage claims or suits. Developer agrees to and shall protect, indemnify, and hold harmless the Indemnified Parties from any and all demands for fees, claims, suits, actions, causes of action, settlement, or judgments based on the actual infringement or violation of any copyright, trademark, patent, invention, article, arrangement, or other apparatus that may be used in the performance of this Parking Agreement. SECTION 15. COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION LAW. Developer agrees to and shall comply with all applicable federal, state, and local laws, ordinances, and regulations, including all applicable licensing requirements. Developer further agrees that Developer does not, and shall not during the performance of this Parking Agreement, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986. SECTION 16. REPORTS AND RECORDS. The City and Developer shall maintain all books, records, and other documents relating to this Parking Agreement for a period of five (5) years after the end of each fiscal year included in this Parking Agreement. The City and Developer and their authorized employees, agents, and /or representatives shall have reasonable access to and the right to examine, copy, and /or audit any of such materials of the other party during the term of the Parking Agreement in connection with this Parking Agreement and the Parking Permits to determine their proper use in accordance with the terms of this Parking Agreement. SECTION 17. NONWAIVER. Each party agrees that any party's waiver or failure to enforce or require performance of any term or condition of this Parking Agreement or any party's waiver of any particular breach of this Parking Agreement by the other party extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of this Parking Agreement or a waiver of any other breaches of the Parking Agreement by any party and does not bar the non - defaulting party from requiring the defaulting party to comply with all the terms and conditions of the Parking Agreement and does not bar the non - defaulting party from asserting any and all rights and /or remedies it has or might have against the defaulting party under this Parking Agreement or by law. SECTION 18. CHOICE OF LAW, FORUM SELECTION, AND DISPUTE RESOLUTION. A. This Parking Agreement shall be governed, interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any cause of action regarding the rights and duties of the parties Parking Agreement Market Garage South Commonwealth Partners 12 2 13 13 must be brought in the Circuit Court or General District Court for the City of Roanoke, Virginia, and further agrees this Parking Agreement is controlled by the laws of the Commonwealth of Virginia, with the exception of Virginia's conflict of law provisions which shall not apply, and that all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties further waive and agree not to assert in any such action, suit or proceeding, that such party is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought in an inconvenient forum or that the venue of the action, suit, or proceeding is improper. B. Prior to the initiation of any litigation, the parties agree to seek to resolve any and all claims, disputes, and other matters utilizing mediation in accordance with the dispute provisions provided in this Section. 1. If a dispute arises of or relates to this Agreement, or a claimed breach of this Agreement, the parties agree first to try in good faith to resolve the dispute through negotiation among the parties and by nonbinding mediation. In the event of any such dispute, a party may give the other parties a written description of the dispute and the relief requested. The parties shall promptly attempt to resolve the dispute by negotiation involving senior managers. If the dispute is not promptly resolved by negotiation, any party may demand in writing that all of the parties involved in the dispute participate in a formal mediation presided over by a third -party neutral mediator. If the parties cannot agree on a mediator, then McCammon Mediation Group, 6641 West Broad Street, Richmond, Virginia 23230, or its successor, shall have the power to select the mediator. The parties shall share in the cost of the mediation proceedings equally. 2. If mediation is unsuccessful, the parties shall be free to initiate litigation or take other appropriate action as they deem appropriate. However, no party shall initiate any litigation or action against any other party to this Agreement with respect to the performance or enforcement of this Agreement without first complying with the dispute resolution provisions of this Section except for the sole and limited purpose of tolling a statute of limitation or similar laws that would otherwise impair a party's legal rights, or for enforcing this Section. SECTION 19. SEVERABILITY. If any provision of this Parking Agreement, or the application of any provision hereof to a particular entity or circumstance, shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Parking Agreement shall not be affected and all other terms and conditions of this Parking Agreement shall be valid and enforceable to the fullest extent permitted by law. SECTION 20. FAITH BASED ORGANIZATIONS. Pursuant to Virginia Code Section 2.2-4343.1, be advised that the City does not discriminate against faith -based organizations. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 14 SECTION 21. SUCCESSORS AND ASSIGNS. The terms, conditions, provisions, and undertakings of this Parking Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective permitted successors and assigns. SECTION 22. HEADINGS. The captions and headings in this Parking Agreement are for convenience and reference purposes only and shall not affect in any way the meaning and interpretation of this Parking Agreement. SECTION 23. COUNTERPART COPIES. This Parking Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. SECTION 24. AUTHORITY TO SIGN. The persons who have executed this Parking Agreement represent and warrant that they are duly authorized to execute this Parking Agreement on behalf of the party for whom they are signing. SECTION 25. NOTICES. All notices must be given in writing and shall be validly given if sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, with a receipt, addressed as follows (or any other address that the party to be notified may have designated to the sender by like notice): If to the City: City of Roanoke Attn: City Manager 364 Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, VA 24011 Facsimile: (540) 853 -1138 With a copy to: Parking Coordinator for the City of Roanoke 106 Shenandoah Avenue Roanoke, VA 24016 Facsimile: (540) 853 -8299 If to Developer: South Commonwealth Partners, LLC c/o Windsor /Aughtry Company, Inc. Attn: Paul C. Aughtry, III Suite 500, 40 West Broad Street Greenville, SC 29601 Facsimile: (864)374 -0042 Parking Agreement Market Garage South Commonwealth Partners 12 2 13 15 With a copy to: J. Nathan Galbreath, Esquire Nelson Galbreath, LLC 25 East Court Street, Suite 201 Greenville, SC 29601 Facsimile: (864)232 -3766 Unless otherwise provided in this Agreement, Notices shall be deemed to be effective one (1) day after sending if sent by overnight courier or three (3) days after sending it by certified mail, return receipt requested. SECTION 26. NONDISCRIMINATION. During the performance of this Parking Agreement, Developer agrees as follows: i. Developer will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Developer. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. ii. Developer in all solicitations or advertisements for employees placed by or on behalf of Developer will state that Developer is an equal opportunity employer. iii. Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. SECTION 27. RIGHTS CUMULATIVE. All rights, powers, and privileges conferred hereunder on the City to enforce this Parking Agreement shall be cumulative, and not restricted to those given by law. SECTION 28. BOND. A. Developer agrees to and shall provide and maintain during the entire term of this Parking Agreement a Bond, or such other security as approved by the City Manager (such as a letter of credit), (collectively -Bond) in the amount of S to secure Developer's performance under this Parking Agreement. Failure to provide and maintain such a bond shall be grounds for termination of this Parking Agreement. The form of the bond shall be subject to approval by City. B. The amount of the bond required herein will be reviewed every five (5) years by the City and may be increased or decreased by the City at the time of each review to reflect the reasonable costs of the performance of this Parking Agreement by Developer at that time. Any increase or decrease in the amount of the bond shall be mutually agreed upon between the parties, such agreement to not be unreasonably withheld. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 16 SECTION 29. AGREEMENT SUBJECT TO FUNDING. This Parking Agreement is or may be subject to funding and /or appropriations from federal, state, and /or local governments and /or agencies and /or from the Council of the City of Roanoke. If any such funding is not provided, withdrawn, or otherwise not made available for this Parking Agreement, with the result that the City is unable to perform its obligations hereunder, the City shall give written notice to Developer of such unavailability of funding and Developer shall thereupon have sixty (60) days within which to give the City written notice that Developer will either (i) at the Developer's expense assume performance of those obligations of the City hereunder which the City is unable to perform because of lack of funding, or (ii) terminate this Agreement. Developer further agrees to comply with any applicable requirements of any grants and /or agreements providing for such funding. If pursuant to this Section 29 the Developer takes over operation of the Market Garage, including the function of offering parking spaces to the public, the Developer shall operate the Market Garage under a license agreement with the City, the terms and conditions of which license agreement shall be consistent with the terms and conditions of the agreement between the City and the operator of the Market Garage which was in effect at the time, or nearest to the time, funding is not provided by the Council of the City of Roanoke or by other sources. Any such license agreement shall establish the obligations of the operator of the Market Garage (which obligations shall not include the obligation to assume any indebtedness secured by a mortgage or deed of trust on the Market Garage), management fee payable to the operator which operates the Market Garage, and payments due to the City. At such time as the City receives funding and is able to resume performance of its obligations hereunder, the City shall give the Developer written notice of that fact, the Developer shall within sixty (60) days after receiving that notice return operation of the Garage to the City, and the relationship of the City and the Developer shall thereupon resume on the terms set forth in this Agreement. SECTION 30. CONDEMNATION. Each party shall provide the other party prompt written notice of any condemnation proceedings instituted against the Market Garage and /or the Developer's Hotel. Both parties shall be entitled to participate in the condemnation process, and both parties shall be entitled to consent or reject any settlement offer from the condemning authority for their respective interest. The condemnation award shall be allocated equitably between the parties based on the actual and consequential damages caused to each party as may be allowed by the laws of Virginia. SECTION 31 COMPLIANCE WITH STATE LAW, FOREIGN AND DOMESTIC BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE COMMONWEALTH OF VIRGINIA. Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended, which provides that a contractor organized as a stock or non -stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law. Developer shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the Parking Agreement Market Garage South Commonwealth Partners 12 2 13 17 contract or agreement. The City may void this Parking Agreement if the Developer fails to remain in compliance with the provisions of this section. However, the City agrees that the Developer may cure this matter as set forth in Section I O(A)(2) above. SECTION 32. OPERATION OF HOTEL. This Parking Agreement is expressly conditioned on the execution, delivery, and performance of the Hotel Performance Agreement by the Developer and the permitted assignees of the Developer. SECTION 33. DRAFTING OF THE PARKING AGREEMENT. The provisions of this Parking Agreement shall not be construed in favor of or against either party, but shall be construed according to their fair meaning as if both parties jointly prepared this Parking Agreement. SECTION 34. ENTIRE AGREEMENT. This Parking Agreement, including any attachments, exhibits, and referenced documents, constitutes the complete understanding between the parties with respect to Parking Permits at the Market Garage. This Parking Agreement may be modified only by written agreement properly executed by the parties. SIGNATURES APPEAR ON NEXT PAGE Parking Agreement Market Garage South Commonwealth Partners 12 2 13 18 IN WITNESS WHEREOF, the parties hereto have signed this Parking Agreement by their authorized representatives as of the date of the Parking Agreement. WITNESS: Printed Name and Title (SEAL) WITNESS: Printed Name and Title Approved as to form: City Attorney Authorized by Ordinance No. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 19 SOUTH COMMONWEALTH PARTNERS, LLC Developer Printed Name and Title CITY OF ROANOKE, VIRGINIA Bv: Christopher P. Morrill, City Manager Approved as to Execution: City Attorney Parking Agreement dated 2013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC EXHIBIT A DESCRIPTION OF HOTEL The Hotel is a hotel consisting of at least 123 rooms and not more than 130 rooms to be constructed, operated, and maintained within certain air rights above the Market Garage and a condominium within the ground floor of the Market Garage, together with certain easements granted to the Developer by the City in connection with the construction, operation, and maintenance of the Hotel. The rights, title, or interests conveyed to Developer, and the terms, conditions, and limitations upon which such rights, title, or interests are subject, are set forth in the Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements dated , 2013, from the City, as Grantor, and to Developer, as Grantee. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 20 Parking Agreement dated 2013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC EXHIBIT B PARKING RATES FOR MARKET GARAGE PROPOSED MARKET GARAGE FEES 2014 Market Garage Fee Schedule Market Garage New Parking Fees and Charges are to be implemented and noted in the Fee Compendium at such time as deemed appropriate and as directed by the City Manager Monthly reserved $85 /mo. Monthly unreserved $65 /mo. Monthly Residential $16.25/mo. Short term weekdays 8amto4put Per .5 hr. $1.00 Over 2.5 hrs. $6.00 Short term weeknights 4 pm to 9 pm N/A Evening Rate (4 pm to 2 am) $3.00 flat rate Overnight Rate (2 am to 8 am) $6.00 flat rate Saturday 8 am to 2 am $3.00 flat rate 2 am to 8 am $6.00 flat rate Sunday 8 am to 2 am $3.00 flat rate 2 am to 8 am $6.00 flat rate Adopted by Roanoke City Council by Resolution Number 39656- 051313 on May 13, 2013. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 21 The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times ---------------------------------------------+--------------------- R. BRIAN TOWNSEND, ASSISTANT CIT ROOM 364 215 CHURCH AVENUE, S.W., ROANOKE VA 24011 REFERENCE: 88082141 13496002 Deed of Certain Air State of Virginia City of Roanoke I, (the undersigned) an authorized representative of the Times -World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City /County of Roanoke, Commonwealth /State of Virginia. Sworn and subscribed before me this 1j{1r\ day of Dec.2013. Witness my hand and official seal. Notary Public PUBLISHED ON: 12/02 12/09 2� : NO�gUC FEG- if 7,QC` 30 _ _ TOTAL COST: 3,654.00 FILED ON: 12/11/13 -----------------------------------' 1'- ----- -- -- --------- -- ---- -- ----- Authorized k 11 1 Signature: Billing Services Representative AwERMEMENT FAIR INVITATION FOR BIDS AND NOTICE OF PUBLIC HEARING . Before tees Coundl otthe City of Roanoke for Execution of a Decd W Cartoon An Rights, Ned W Condominium Units, and Dead W Easements �[y; I�dneMa tle requlremerds W SeWlprt 15.2 - 2100,15.2- 2101,15.2 -2102, et seq., Code of Mrglnia r;' . (19501. ea emmdeq Ue City ofROanoka, NIOIIYa (City) hereby gives notice that me City Is Inviting ants from quelMed Welders for Hoe ante ant iranWer W carthh eeeemerds on City -owned properties Mtltln tl1e qry, MI W wAlth eesemenb ale eat.iMh In me proposed Deed W CeMin Alr Rights Dead - M fbh0orn10tm Unit, and Deed W Easements (Deetl }, subkM a the terms antl coolants of Me prOpO:ed Deed. ills propmnetl eeaemems set form In the proposed DeeO ve a be granted to the sudcpelul Diddar 10 De uaec In ma tlewabpmeM, canstrucuon, Itlgalan; and maintenance ai a hotel mWetlng W at least qne Wntlred Iwenry -mrec (123) antl nW more then once hundrecl thirty (130) roome(IfeW NOIOCg fe be WnstruCledebove aMwHhiniho City's Market Garage, 25 Chumhgvenue, S.E., Ibarrpke, Nlgint (Market Gerege) end ecieCeM parcels W Cory -ownM proPedy Such Deed w9A also pnwitle is me irenaler W Curtin Air Right and Condorninium Unit as tlescribed in such Oar. TM Pro00aetl easements will RNOme.suc the HWedar je use portions of such City-owned I "-fi� (2 spectic puryoft In wnnectlon wM me Hotel Project, The pmpaed Net indudas axMy -tiva (25) easernarht m Cary -ownm PRIPeMea (Easement). The Cloy -owned Plopemes that MR be subject t0 one Of more of the Opposed eacemeMS are Official Tak Map No. 40150041acared - at 25117 rof Avenue, S.E., Miced Tax Map No. 4015003 locatad at 106 Franklin Road, SE, and 011 pro Tea Map No. 4011706 located at 13 Church Avenue, S.E. The folloyving Chan summarizes the MoWaed a86amaWa: foomm Pla Glb ftnerly aftctpd Tom of Eathemem, A-1 Structure and suppert of NMI Official Tax Map Nn) M2 UMity sarvice equipment for HWatP 4015004 60 years A-2 UHI seMce rokm 4015004 40 years itY equipment for Hotel project 4015003 40 years A-3 II9Wea For HoWl Project (within go") ,Po15004 K) ears A- HoMMojaS@aWw Cadonhiam Mlgt 4015004 40 years 9yPlanaalRWft2 s4tseAbnhapthm 4015004 °.,. A-5 ' Parking Garage control equipmeM 40 years 4015004 40 years '.:: • A$ Ugltgs wail Ah Spare for H*l Project 4015009 ION fa MOW PmfeW NO on Mem Palms 40IM04 40 Years M UNION " WMN WMV Ceding W CadomlMUm Unit M15001 40 YOare aA-g EAaernrn W"rim llghdng aHached On 40 Years v O(the Market Garage 40 years arage 4015004 1 M10 �Wa(xt On Fmtam Pagoda 4015004 40 years yy,y. A-10 �y lbWPrgaoton&U Fagatle 4015003 40 }rears . k_ ,.ATFsemMH 'or lAealatpn, CONVIDDtioa. Maintregc9 end Repay x of tenants ped for Condominium Unto 401 5004 40 ears Bandar ShatwlWn Market Garage 4015004 y £n,° 2 {Dare d pmum of CWMwrMWm Uret:fl) 40 years �.,.. 64-13 Oevft SlWt within Markin Garage 4015004 40 years dhffW , acc r s no NrUmaeao lorw9b. r 62'kKyMgergy �cce��anoMVMtleklfwell, 4015004 40 years o-at access 9 _ 9'1 ACCeceMrenawelWtesh M1Om Hanel 4015004. 40 years U-0.FaMrneMMACCeae 4015004 40 years 9-5 EasemdMarAtcon, 4015003 40 years C -1 kOtWWM and operaten W dompatar 4011706 40 Veers 0.1 Temporary CVnaUUCtlon eN Nifta 4015004 TemWWaWl/da rten ixslM WPermeneM CerUMCet OfXCIRWAV rNMI PmooOf 0.1 Tampwary rbMmdbn secommants 1015003 7erWaarA ambea upon tsuarxe OFcsopWbW CMt cum&pttupamy for NOW p,,,, 0 -2 Temporary easement 4011706 TWRP(F ; WON upon lsswnce WWnnanent Ceraflcefe Weccupancy for heat Project Thsa Proposed Easement ere depkttl in de ill In M eaeament plan dated November 22, 2013, prepared! by eWSer and Aeaodats, IN. REasamem Plan), The purpose Wtl10 propmedEasementassatfarm In the Dead areforthe rkenelopmeM, Construction, Operation, and maintenance W ON tole) ProjeM; all ore more fully Mham In me proposed Ned. Any ladder Shea be ate to provide sufficient audience that such Worker will be able to acquire me Hotel At Rlghb and the Condominium UnOa to mismibed and defined in the proposed Deem, consDud ard opmat the NGrel Project, enter Into and perform a Parking Agreement for use W parking permits wpMn the Market (image (Parking Agreement, Order into antl Perform a Performance Agreement for NOON Dm IOM'Ord. Cmsauctan, OpmWion, and Maintenance (HWeI Performance Agreement), from 11110 and pram a Find AmmMetl and Restated Contract for Sale of Heal EWMe (Sale Agreement), and WCW the aoeeafd Deed subject d WI W It Mms and catlitions. t0lecity elect to grant and award the Easement as aft fathin He proposed geed, City council will bs MWe to adopt an aMrerme to that effect. The full test W the moaned nr4Ino NOawadiwmeEas ter nf, s... «, - ra ADVERTISEMENT FOR INVITATION FOR BIDS AND NOTICE OF PUBLIC HEARING Before the Council of the City of Roanoke for Execution of a Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements Pursuant to the requirements of Sections 15.2 -2100, 15.2 -2101, 15.2 -2102, et seq., Code of Virginia (1950), as amended, the City of Roanoke, Virginia (City) hereby gives notice that the City is inviting bids from qualified bidders for the sale and transfer of certain easements on City - owned properties within the City, all of which easements are set forth in the proposed Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements (Deed), subject to the terms and conditions of the proposed Deed. The proposed easements set forth in the proposed Deed are to be granted to the successful bidder to be used in the development, construction, operation, and maintenance of a hotel consisting of at least one hundred twenty -three (123) and not more than one hundred thirty (13 0) rooms (Hotel Project) to be constructed above and within the City's Market Garage, 25 Church Avenue, S.E., Roanoke, Virginia (Market Garage) and adjacent parcels of City -owned property. Such Deed will also provide for the transfer of Certain Air Rights and Condominium Units as described in such Deed. The proposed easements will allow the successful bidder to use portions of such City -owned properties for specific purposes in connection with the Hotel Project. The proposed Deed includes twenty -five (25) easements on City -owned properties (Easements). The City -owned properties that will be subject to one or more of the proposed easements are Official Tax Map No. 4015004 located at 25 Church Avenue, S.E., Official Tax Map No. 4015003 located at 106 Franklin Road, S.E., and Official Tax Map No. 4011706 located at 13 Church Avenue, S.E. The following chart summarizes the proposed easements: Easement Purpose City Property affected Term of (Official Tax Map No.) Easement A -1 Structure and support of Hotel 4015004 60 years A -2 Utility service equipment for Hotel 4015004 40 years Project A -2 Utility service equipment for Hotel 4015003 40 years Project A -3 Utilities for Hotel Project (within 4015004 40 years garage) A -3 Utilities for Hotel Project (below 4015004 40 years Condominium Units) A -4 Sprinkler system and other fire 4015004 40 years suppression systems A -5 Parking Garage control equipment 4015004 40 years A -6 Utilities within Air Space for 4015004 40 years Hotel Project Notice of Public Hearing for Deed of Air Rights Condo Unit and Easements 11 20 13 V.1 Items 3 and 4 may be submitted as short narrative statements. Bids are to be submitted in a sealed envelope or container to the City Clerk at the address noted above on or before Noon, 12:00 p.m., local time, Monday, December 16, 2013. The outside of the bid envelope should be marked as follows: "BID FOR ACQUISITION OF EASEMENTS IN CONNECTION WITH HOTEL PROJECT AT MARKET GARAGE, TO BE OPENED AT THE CITY COUNCIL MEETING AT 2:00 P.M. ON DECEMBER 16, 2013." The bid should be addressed to the City Council of Roanoke, c/o Office of the City Clerk, Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. All bids received will be held by the City Clerk, unopened, until 2:00 p.m., local time, on Monday, December 16, 2013, at which time they will be delivered to the Council Chamber, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011, and thereafter be publicly opened and read aloud in accordance with Section 15.2 -2102, Code of Virginia (1950), as amended. The City reserves the right to cancel this Invitation for Bids and /or to reject any and all bids, to waive any informality or irregularity in the bids received, and to accept the bid which is deemed to be in the best interest of the City. The entity to whom the Easements in the Deed may be granted and awarded shall reimburse the City for the costs of any advertisements for this matter. Pursuant to the requirements of Sections 15.2 -2100, et seq., Code of Virginia (1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a public hearing on the above matters at its regular meeting to be held on Monday, December 16, 2013, at 7:00 p.m., local time, or as soon thereafter as Council is available, in the Council Chamber, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. For further information on this matter, you may contact the Office of the City Clerk at (540) 853 -2541. The City of Roanoke, Virginia further gives notice that the City proposes to enter into additional agreements in connection with the Hotel Project mentioned above and intends to sell to the successful bidder acquiring the above mentioned Easements Certain Air Rights above the City's Market Garage located at 25 Church Avenue, S.E., Roanoke, Virginia, and also certain space within such Market Garage to be used as two (2) Condominium Units for purposes of operating the Hotel, all as more fully set forth in a Hotel Performance Agreement as mentioned above so that the successful bidder can construct, operate, and maintain the Hotel Project, subject to certain terms and conditions. Pursuant to the requirements of Sections 15.2- 1800(B) and 15.2 -1813, and 15.2 -2030 and 15.2- 2204, Code of Virginia (1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a public hearing on the above matters at its regular meeting to be held on Monday, December 16, 2013, at 7:00 p.m., local time, or as soon thereafter as Council is available, in the Council Chamber, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. A copy of the proposed Hotel Performance Agreement together with drawings showing the general location of the Air Rights and the Condominium Units to be sold to the above mentioned successful bidder together with the other agreements referenced in this matter will be available at the City Clerk's Office on and after Notice of Public Hearing for Deed of Air Rights Condo Unit and Easements It 20 13 V.1 4 Monday, December 2, 2013. For further information on this matter, you may contact the Office of the City Clerk at (540) 853 -2541. All parties and interested persons may appear on the above date and time and be heard on the matter. If you are a person who needs accommodations for this hearing, please contact the City Clerk's Office at (540) 853 -2541 before 12:00 noon on the Thursday before the date of the hearing listed above. GIVEN under my hand this 26 day of November, 2013. Stephanie M. Moon, City Clerk. Notice of Public Hearing for Deed of Air Rights Condo Unit and Easements 11 20 13 V.1 5 Note to Publisher: Please publish twice in the Roanoke Times, legal notices, once on Monday, December 2, 2013, and once on Monday, December 9, 2013. Please send bill to: R. Brian Townsend Assistant City Manager for Community Development 364 Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, VA 24011 (540) 853 -2333 Please send affidavit of publication to: Stephanie M. Moon City Clerk's Office 456 Noel C. Taylor Municipal Building 215 Church Avenue, S. W. Roanoke, VA 24011 (540) 853 -2541 Notice of Public Hearing for Decd of Air Rights Condo Unit and Easements 1120 13 V.1 6 STEPFIANIE M. MOON, MMC City Clerk Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853.2541 Fax: (540) 853 -1145 E -mail: derkq..roaokeva.gov December 17, 2013 JONATHAN E. CRAFT, CMC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk I am enclosing copy of Ordinance No. 39830 - 121613 accepting the bid of South Commonwealth Partners, LLC, a South Carolina limited liability company (Developer), to execute a Parking Agreement with an initial term of twenty (20) years, with such entity having the option to renew such Parking Agreement for up to four (4) additional five (5) year periods and which Parking Agreement will allow such entity to obtain up to one hundred thirty (130) Unreserved Parking Permits for use of spaces in the City's Market Garage, upon certain terms and conditions; authorizing the City Manager to execute such a Parking Agreement; and to take such further actions and execute such further documents as may be necessary to implement, administer, and enforce such Parking Agreement. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013, and is in full force and effect upon its passage. lncerely, Stephanie M. Moon, MMC City Clerk Enclosure pc: Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Wayne Bowers, Director, Economic Development 4� IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013, No. 39830 - 121613 AN ORDINANCE accepting the bid of South Commonwealth Partners, LLC, a South Carolina limited liability company (Developer), to execute a Parking Agreement with an initial term of twenty (20) years, with such entity having the option to renew such Parking Agreement for up to four (4) additional five (5) year periods and which Parking Agreement will allow such entity to obtain up to one hundred thirty (130) Unreserved Parking Permits for use of spaces in the City's Market Garage, upon certain terms and conditions; authorizing the City Manager to execute such a Parking Agreement; authorizing the City Manager to take such further actions and execute such further documents as may be necessary to implement, administer, and enforce such Parking Agreement; and dispensing with the second reading by title of this Ordinance. WHEREAS, the City has, by advertisement published once a week for two successive weeks in a paper of general circulation published in the City, publicly invited bids for the execution of a Parking Agreement for the purposes mentioned above; WHEREAS, only one bid for the execution of a Parking Agreement for the purposes mentioned above was received pursuant to the advertisement and such bid was opened at the City Council meeting held on December 16, 2013; WHEREAS, on December 16, 2013, Developer submitted a bid to the City for the execution of a Parking Agreement for the proposes mentioned above upon substantially the same terms as contained in the proposed Parking Agreement that was on file in the City Clerk's Office; Ordinance Accepting Bid 5CP LLC Parking Agreement 123 Parking Permits 12 1613 1 WHEREAS, the matter was referred to the City Manager for evaluation and negotiation with Developer as to the final terms and conditions for such Parking Agreement; WHEREAS, negotiations between the City Manager and Developer have resulted in a Parking Agreement that provides for Developer to obtain up to one hundred thirty (130) Unreserved Parking Permits in the City's Market Garage in order to allow guests of the Hotel, to be constructed by Developer, to use parking spaces in Market Garage, upon certain terms and conditions as set forth in the Parking Agreement, for a period of twenty (20) years, starting on the date when the Hotel is issued a permanent Certificate of Occupancy and ending at midnight on the last day of such 20 year term, but with the Developer having the option to renew such Parking Agreement for up to four (4) additional five (5) year periods, with each option being automatically exercised and the Parking Agreement being renewed for each five (5) year term unless terminated by Developer as provided in the Parking Agreement, unless sooner terminated as provided for in such Parking Agreement or in accordance with the law; WHEREAS, the City Manager recommends that Council accept the bid of Developer and approve the execution of such Parking Agreement, substantially similar to the copy attached to the City Council Agenda Report dated December 16, 2013; WHEREAS, after proper and timely notice as required by the Code of Virginia, Council held a Public Hearing on this matter at its regular meeting on December 16, 2013, at which hearing all parties in interest and persons were given an opportunity to be heard, both for and against the proposed Parking Agreement; WHEREAS, Council has adopted an ordinance dated December 16, 2013, authorizing the City Manager, on behalf of the City, to execute, deliver, and perform a First Amended and Ordinance Accepting Bid SCP LLC Parking Agreement 123 Parking Permits 12 16 13 2 Restated Contract for Sale of Real Estate (Amended Sale Contract) with Developer and Developer has agreed to execute, deliver, and perform the Amended Sale Contract; and WHEREAS, City Council determined that the bid of Developer to execute a Parking Agreement as set forth above, upon certain terms and conditions, was the only responsive and responsible bid received by the City and Council desires to accept such bid. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: 1. Council accepts the bid of Developer and hereby makes an award for the Parking Agreement to Developer, subject to certain terms and conditions as further noted in the City Council Agenda Report dated December 16, 2013, to this Council and upon such other terms and conditions as the City Manager may deem appropriate and agree to. Council further finds that it will be in the best interest of the City to award the Parking Agreement as set forth above and will help in promoting economic development in downtown Roanoke. 2. The City Manager is hereby authorized to execute a Parking Agreement between the City and Developer that provides for Developer to obtain up to one hundred thirty (130) Unreserved Parking Permits in the City's Market Garage for the purposes set forth above and subject to the terms of the Parking Agreement, which Agreement shall be substantially similar to the one attached to the above mentioned City Council Agenda Report and upon such other terms as the City Manager deems appropriate and agrees to. Such Parking Agreement shall be in a form approved by the City Attorney. The bond or security to be provided by the Developer shall be in such form and amount as the City Manager deems appropriate. 3. The Parking Agreement referred to above shall be for an initial term of twenty (20) years, starting on the date when a permanent Certificate of Occupancy is issued for the Hotel to be constructed by Developer and ending twenty (20) years thereafter, but with the Ordinance Accepting Bid SCP LLC Parking Agreement 123 Parking Permits 12 16 13 3 Developer having the option to renew such Parking Agreement for up to four (4) additional five (5) year periods with each option being automatically exercised and the Parking Agreement renewed for each five (5) year period unless Developer terminates the Parking Agreement as provided therein, unless sooner terminated as provide for in such Parking Agreement or in accordance with the law. 4. The City Manager is further authorized to take such further actions and to execute such further documents as may be necessary to implement, administer, and enforce such Parking Agreement, which includes, but is not limited to, any needed modifications to such Parking Agreement. Any such documents shall be in a form approved by the City Attorney. 5. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this Ordinance by title is hereby dispensed with. 6. This Ordinance is effective as of the date of its passage. ATTEST: A-4� P-). h 6Aj City Clerk. Ordinance Accepting Bid SCP LLC Parking Agreement 123 Parking Permits 12 16 13 4 ppJJ � B 1� COUNCIL AGENDA REPORT } 5 To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Award to South Commonwealth Partners, LLC, of a Parking Agreement for Use of City Market Parking Garage Located at 25 Church Avenue, S.E. Background: On August 29, 2012, the City of Roanoke (City) and South Commonwealth Partners, LLC, (Developer) executed a Contract for Sale of Real Estate in which the City agreed to sell, and Developer agreed to purchase, (i) the commercial /retail space, consisting of approximately 11,500 square feet, which space is to be converted into a commercial condominium, consisting of two (2) condominium units; (ii) a portion of air rights above the Market Garage (Garage) in which Developer will construct a hotel with at least 123 rooms; and (iii) all necessary easements to enable Developer to develop, construct, and operate the Hotel Project (Original Sale Contract). The City and Developer amended the Original Sale Contract by Amendment No. 1 dated July 29, 2013, to extend the term of the Original Sale Contract to December 31, 2013. The City and Developer are further seeking to amend, restate, and replace the Original Sale Contract, as amended, with the First Amended and Restated Contract for Sale of Real Estate (Amended Sale Contract). The Amended Sale Contract is the subject of a separate City Council Report dated December 16, 2013. The City and Developer have since had extensive discussions concerning construction of the hotel, resulting in a series of contracts and agreements that will govern the design, construction, and subsequent operations of Developer's hotel. As a result of these discussions, Developer requested a Parking Agreement to ensure parking is readily available and convenient to the Hotel's guests, patrons, and visitors, as well as to the general public in the Market Garage located at 25 Church Avenue, S.E., Roanoke, Virginia. The agreement term requested is for a twenty year period. Due to the length of the agreement term, the Code of Virginia requires that the proposed agreement be advertised for bidding by the public and a public hearing be held on the matter. On May 20, 2013, City Council authorized the scheduling and advertising for bids and for a public hearing on this matter. The receipt and opening of bids together with the public hearing is scheduled for December 16, 2013. A copy of such proposed Parking Agreement is attached to this report. Considerations: Public advertisements for an Invitation for Bids and for a Public Hearing on this matter were placed in the Roanoke Times on December 2 and 9, 2013, as required by the Code of Virginia. A copy of the necessary Bid Form, Proposed Parking Agreement with Exhibits, and proposed Ordinance were made available to the public in the City Clerk's Office on and after December 2, 2013. Bids were to be submitted to the City Clerk on or before Noon, 12 p.m., local time, on Monday, December 16, 2013. All such bids received at or before that time were held by the City Clerk, unopened, until 2:00 p.m., local time, Monday, December 16, 2013, at which time they were delivered to the Council Chamber and publicly opened and read aloud, all in accordance with Section 15.2-2102 Code of Virginia (1950), as amended. One written bid for the Parking Agreement mentioned above was received by the City Clerk on or before Noon, 12 p.m., December 16, 2013, a copy of such bid is attached to this report. This bid was opened and read aloud at the 2:00 pm session of City Council in Council Chamber located in Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, SW, Roanoke, Virginia 24011. The bid was from South Commonwealth Partners, LLC, for the above mentioned Parking Agreement, subject to certain terms and conditions as contained in the proposed Parking Agreement that was made available to the public as mentioned above. The matter was referred to the City Manager for review, evaluation, and to finalize the terms and conditions of such Parking Agreement. The final terms and conditions are subject to approval by Council. A copy of the proposed Parking Agreement, with Exhibits, is attached to this report. The proposed Parking Agreement sets forth the terms and conditions relevant to development and operation of Developer's hotel and the Garage. Some of the significant terms include, but are not limited to, the following: The term of the Parking Agreement will begin on the date of issuance of a permanent Certificate of Occupancy for the Hotel and will continue for a period of twenty (20) years unless terminated sooner as provided for in the proposed Parking Agreement attached to this report or in accordance with the law. Developer will have the option to renew the Agreement for up to four (4) additional, five (5) year periods. Each such option will automatically be exercised and the Agreement renewed for the additional five (5) year period unless terminated by Developer by written notice to the City at least ninety (90) days prior to expiration of the most current term. 2. The maximum number of parking permits available to Developer will be equal to the aggregate number of hotel rooms in the Hotel, which is expected to be no less than 123 rooms and no more than 130 rooms. Each day the hotel is operating, Developer will notify the City by 3:00 p.m. the preceding day of the number of parking permits required for Hotel Guests the next day. The City will subsequently set aside that number of parking spaces in the Garage for the next Hotel Parking Day. Such notice will be provided in writing and delivered via email or by hand to the Park Roanoke Offices. Developer acknowledges and agrees parking permits are to be used only in the Market Garage and by Hotel guests during the time periods as set forth in the Parking Agreement. Invoices for the prior month's Usage of Parking and Overstay Charges will be billed to Developer on or about the 1511 of each month with payment due to the City the first day of the following month. Such payment will be in one check made payable to "Park Roanoke." 3. The City intends to operate the Market Garage 24 hours per day, 7 days per week, and will establish posted rates for the general public to use the Market Garage, including a Daily Maximum Rate, an Overnight Rate, and an Hourly Rate in the format set forth in Exhibit B of the Parking Agreement. 2 4. Prior to the Hotel opening for business, the City and Developer will pay their prorata share of costs associated with the purchase and installation of Access and Revenue Equipment, along with any hardware and /or software needed by the City and Developer for the Developer's use of the Garage. Thereafter, Developer will be required to pay for any maintenance, repair, upgrade, or replacement of equipment and systems which specifically relate to the administration of the parking permits and the City shall pay for the maintenance, repair, upgrade, or replacement of the system which relates to the general operation of the Garage. The City will also work cooperatively with Developer to assure access to and from the Garage by Hotel guests and will grant Developer permission to place monitoring cameras, pre- approved signage and other related improvements in and around the Garage, all subject to the City's prior written approval. After proper and timely Notice as required by the Code of Virginia, Council held a public hearing on this matter at its 7:00 p.m. meeting on December 16, 2013, at which hearing all parties in interest and persons were given an opportunity to be heard, both for and against the proposed Parking Agreement. The City Manager recommends that Council find that the bid of South Commonwealth Partners, LLC, on this matter is from a responsible bidder and responsive and that Council accept such bid, and approve the execution of the proposed Parking Agreement, a copy of which is attached to this report. Recommended Action: Accept the bid of South Commonwealth Partners, LLC, and award the Parking Agreement to such entity. Approve the terms of the Parking Agreement between the City and Developer, as set forth in the proposed Parking Agreement attached to this report, and determine that such Parking Agreement will aid in the growth of economic development within the City. Authorize the City Manager to execute a Parking Agreement between the City and Developer that provides for Developer to obtain up to one hundred thirty (130) Unreserved Parking Permits in the City's Market Garage for the purposes set forth above and subject to the terms of the Parking Agreement, which Agreement shall be substantially similar to the one attached to the above mentioned City Council Agenda Report and upon such other terms as the City Manager deems appropriate and agrees to. Such Parking Agreement shall be in a form approved by the City Attorney. The bond or security to be provided by the Developer shall be in such form and amount as the City Manager deems appropriate. The Parking Agreement referred to above shall be for an initial term of twenty (20) years, starting on the date when a permanent Certificate of Occupancy is issued for the hotel to be constructed by Developer and ending twenty (20) years thereafter, but with the Developer having the option to renew such Parking Agreement for up to four (4) additional five (5) year periods with each option being automatically exercised and the Parking Agreement renewed for each five (5) year period unless Developer terminates 3 the Parking Agreement as provided therein, unless sooner terminated as provide for in such Parking Agreement or in accordance with the law. Authorize the City Manager to take such further actions and to execute such further documents, approved as to form by the City Attorney, as may be necessary to implement, administer, and enforce such Parking Agreement, which includes, but is not limited to, any needed modifications to such Parking Agreement. /1� -_, _ CHRIST PHER P. MORRILL City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Susan S. Lower, Director, Real Estate Valuation Wayne F. Bowers, Director, Economic Development Marc B. Nelson, Special Projects Coordinator, Economic Development Deborah J. Moses, Parking Coordinator BID FORM FOR A PARKING AGREFYILM FOR I NRESFRN ED PARKING PERMITS FOR THE (A [V IS NIARKE I GARYGL RESPONSIBILITY OF BIDDER: 4 1, too sAw or th;I bijJI,. to assmtw that An 44 I- b- the it domp roa Or map, of Vid, jnJ 1-rior t0 thw tinn.: tit f,,T iQC21 Ct m hi 1 ,w hi:!, lwCwi wil, th,,—ims do- 2i Or c.sips if ij3 old he wonnidem! BID DUE DATE, TIVIF, kNI) DELIVERY OF BID; 11 hlj< 1�';: da'! k,n ,I bitorW Noon 12 "d rm L"m W2, fnenTC: 15. 25:3, and 121 —00 .5140rod to 1ho Hir"s 100 h 1h . mmylmd [in! F, %V I 1:0±01 " 11O _1!i , rl Pe ! J,-"unlarl ill,, bi,Ha,- 1, 0 VTO CAW (IV or MWAC 1 1 1 w rk 1 11, " ! -,: ��� , �, - 11 1 ,'Pj c. i- w , ll 1 -, E ,a_ � 1 '1t a i ll, v -, ! d 1 !ter- 1:-C I W,� , in2 " Bid for 1,11002 Agreement Air I nmerivil Parting 11rudb for the ( i",s Market Gaia•c. Not to tic Opened Until the & ( wuncH Meeting M 2:00 p.m. on DecuMM? 16,2013, In-1 My! \LM071an K . I :r.,Wx 0i puviy N! M1 Lq A,: m, 5 h! !Qrp,n MCI Aprosmum CA CPO lim xpz�rlde,! _o i,n. i 0 1 SY. Raj t yz2 (mil o Ai-. mem! aon :,I U) in Iva lim! w: :I] j 1 1 Lkwh A.... w. 1. M. R. 0.` 0 V.\ Bid is L! i. . 1 - �_ � 1. ' , ' i !_ � 1W A i 1 t utw, lwt :Iii in l'J7'!1',_: "C'�11 1W 1 H ty v FC mvz. a 2, we 400, r i 1 " jaw t &0 to in 1.1_. C-O `r 0:1 HA !07 lw:W_ U: J'. t v,C!n'i tv�l, w t _'O t Aw ( -P §' Bid Term r a; 1 In years, WM MO! C I ng 01, 111 a i Ate M K> � I Arl,c Ot " Ilernnart,�na ce.tic, an - �[ !.-: the iL,lcl, and 2rinz 2" �Ww, thwyn, - pr,-,idet that the bidder in 11 Ow op*k )r, u; r_ tho r,,[ III) I,: Pu: m ajjkKvna: ke (5i war verviv Or a pt f oF 4 on, VAN I z y )n- arc c%e-. W , )o:lo! tear inalCc] 'o, ided 1")r in (hl' Perkin,-, WrOLmOl? -r 4 JaA 1 17-Udjj 1, Cho Conn, , I Clo Ancomm. each up On MY 4 II oo- !1,,, -t),! to PAAK2 Vroanizia renviod C n r etch, aJjitionLil 5J year In 1 1: 1 2 1-7 1 ! r , d I- u , c t 'r -L,r a< 1" ldej ill ['!o I)Ln1 nl_ Bid 10M 11=0, . 1 It' PW F ._ ,WP'Wj. k WNWO. dal Awn and pa0mi K: I rrn- and :At -CwI-,,.wr:1 for II-Q! DW.Xvinwr& iti )n, j1-'J ilia! P-,i")!n�anco Agrcctncn.) . and a first o; Pca! I"Aite AjIewmart (SO Auroortivrij. 'Ash Pirk n. V-02mm, 11 owl Pol �� rm Ind Sj!':Vrccfllo!ti 3-, On :n �W 1_ f Q On I A& I`1,! , Mun.np 11 fhakfInw. 211 C OWh Vanue, 'i -�- 1 o c i-l'i ic! 1 t 11 . L ) I I, „1t1Ua. � I i-, I : , % 11 " HC, \v I C -, v -k�c C., ( , � SA . 3 Swtc S-0 u V, V Al Y 1 'Aru.1 of As `s 11, SC. /Ip II)f- ack(,o I i Pj 1 1 qC ?A n t CABS S- 0 - ()(D'-A3L, lj,_! �J,l DRAFT' 12/16/2013 PARKING AGREEMENT This Parking Agreement ( "Agreement" or "Parking Agreement ") is dated 2013 and is by and between the City of Roanoke, Virginia, a Virginia municipal corporation, ( "City "), and South Commonwealth Partners, LLC, a South Carolina limited liability company authorized to do business in Virginia ( "Developer "). RECITALS: WHEREAS, the City is the owner and operator of a certain public parking garage named Market Garage located at 25 Church Avenue, S.E., Roanoke, Virginia, which garage provides parking spaces to the public ( "Garage" or "Market Garage "); WHEREAS, the Developer plans to construct a hotel with up to 130 rooms and certain related facilities within the air rights above the Market Garage, within the condominium to be located on the first floor of the Garage, and within certain easements within and around the Garage as described in Exhibit A which is attached hereto and made a part hereof ( "Hotel ") and which Hotel shall be operated by an entity designated by the Developer ( "Hotel Operator "); WHEREAS, the Developer and the City entered into a Performance Agreement for Hotel Development, Construction, Operation, and Maintenance dated , 2013 (the "Hotel Performance Agreement ") regarding the obligations, covenants, and agreements of the City and Developer involving the development, construction, operation, and maintenance of the Hotel, including the obligation of the Developer to maintain casualty and fire and extended coverage property insurance on the Market Garage; WHEREAS, the City recognizes that for a favorable development of the Hotel, it is necessary for the public to have access to adequate public parking convenient to the Hotel; WHEREAS, readily available and convenient public parking shall be made available to the Hotel's guests, patrons, and visitors on the same basis as it is available to the general public; WHEREAS, the Developer has requested that the City provide the Developer with up to one hundred and thirty (130) unreserved parking permits for the parking for each Hotel Parking Day ( as the term "Hotel Parking Day" is defined in this Agreement) (individually, "Parking Permit" and collectively, "Parking Permits ") of motor vehicles by the Hotel's guests, patrons, and visitors for the Hotel's nonexclusive use in the Market Garage for a period of twenty (20) years from the date of the City's issuance of a permanent Certificate of Occupancy for the Hotel with the right to extend the term of the Parking Agreement for up to four (4) additional five (5) year periods subject to the terms of this Parking Agreement, and such Parking Permits are to be provided pursuant to the parking rates set out in Exhibit B (which are subject to modification by City Council), which is attached hereto and made a part hereof (the "Posted Rates "); Parking Agreement Market Garage South Commonwealth Partners 12 2 13 1 WHEREAS, this Parking Agreement is specifically conditioned on the Developer completing the Hotel and having it active and open to the public for business during the entire term of this Agreement; WHEREAS, the parties have complied with the provisions of Virginia Code Sections 15.2 -2100 et seq. for this Parking Agreement as authorized by Ordinance No. , adopted by City Council on , 2013; and WHEREAS, the City is agreeable to providing the Developer with the Parking Permits based on the terms and provisions of this Parking Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties agree that the above Recitals are incorporated into this Agreement and made a part of it and that the Parties further agree as follows: SECTION 1. NO BAILMENT. This is a Parking Agreement and no bailment is created by this Parking Agreement. SECTION 2. GRANT OF PARKING PERMITS. The City hereby grants to Developer Parking Permits, as defined in this Section 2 and also as described in Section 3, for use in the Market Garage areas described in Section 3(C) hereof. The Parking Permits hereby granted shall become available for use by the Developer, in accordance with the terms of this Agreement, on the date on which the Hotel opens for business to the public as a hotel provided that Developer notifies the City in writing of the opening date of the Hotel at least sixty (60) days and not more than ninety (90) days prior to the opening date of the Hotel. In the event that written notice is not provided to the City sixty (60) days prior to the opening of the Hotel, the Parking Permits shall be available sixty (60) days after the City receives the written notification required herein. The Parking Permits are to be used only by the guests, patrons, and visitors of the Hotel (collectively "Hotel Guests" and individually a "Hotel Guest'), but which specifically excludes Hotel workers and employees, in the unreserved parking spaces designated by the City. Such Parking Permits will be in the form of hotel access cards that will allow the user of such card access to the Market Garage. SECTION 3. PARKING PERMITS. A. The City intends to operate the Market Garage 24 hours per day throughout each year. The Parking Permits in the Market Garage shall only be used in the Market Garage by such Hotel Guests and may be used during the time periods as set forth in Section 5(A). Developer acknowledges and agrees that such Parking Permits shall only be used for the vehicles of the Hotel Guests, in the Market Garage in the areas as designated by the City in Section 3(C) hereof. The maximum number of Parking Permits available to Developer shall be equal to the aggregate number of hotel rooms in the Hotel. B. Each of the Parking Permits shall be subject to all applicable rules and regulations applicable to other parking permits issued for the Market Garage and subject to the same provisions as other users of the Market Garage, except that each such Hotel Guest will have access to the Market Garage during the time periods as set forth in Section 5(A). The City agrees that the rules and regulations Parking Agreement Market Garage South Commonwealth Partners 12 2 13 2 applicable to such Parking Permits will be reasonable and further agrees to make the Developer aware of the rules and regulations applicable to the users of the Market Garage. The Developer agrees that the Developer and Hotel staff shall be responsible to provide written notice to the Hotel Guests regarding compliance with such rules and regulations and the liability of Hotel Guests to the City for all damages, costs, and expenses resulting from such Hotel Guest's violations of such rules and regulations. The City and its Parking Management Company, if any, shall not be responsible to any Hotel Guests for any items left in any vehicle or for any damage to the vehicle. Such other rules and regulations that are applicable to other users of the Market Garage shall be applicable to Hotel Guests. Such rules and regulations are subject to being amended, modified, and /or changed by the City at the City's discretion, so long as all rules apply uniformly to all users of the garage. C. The City hereby acknowledges that the Parking Permits provide the Developer a non - exclusive right of access for ingress, egress, and parking in the Market Garage as set forth in this Agreement for the purpose of parking motor vehicles of Hotel Guests with the right of vehicular and pedestrian access, ingress, egress, on, over, and across the paved entrance and exit ways, ramps, walkways, stairways, and City owned elevators in the Market Garage. The Parking Permits will allow access to all levels of the Market Garage with the exception of any numbered reserved parking spaces or any security areas as are designated in the sole discretion of the City from time to time; provided, however, that the City will not designate more than twenty -five percent (25 %) of the parking spaces in the Market Garage as reserved and unavailable for use by Hotel Guests or the general public. D. The City and the Developer and /or the Hotel Operator, shall designate their respective representatives who will meet on a regular basis (not less frequently than quarterly during each calendar year during the term of this Agreement) to review the operations of the Market Garage, distribution and use of Parking Permits, and other matters to assess what changes, alterations or additions should be established to ensure that the interests of the City in the operation of the Market Garage and the interests of the Developer and the Hotel Operator in the issuance and use of Parking Permits are satisfied. The City and the Developer agree that such representatives may amend, adjust, or supplement any of the provisions of this Section 3 provided such representatives agree to any such amendments, adjustments, or supplements in writing and are executed by all of the representatives. The representatives of the City and the Developer and /or the Hotel Operator shall negotiate in good faith to reach appropriate amendments, alterations, or adjustments as the circumstances may warrant. SECTION 4. TERM. The tern of this Parking Agreement shall be for a period of twenty (20) years, starting on the date of issuance of a permanent Certificate of Occupancy for the Hotel and continuing for a period of twenty (20) years unless this Parking Agreement is sooner terminated as provided for in this Parking Agreement or in accordance with the law. The Developer shall have the option to renew this Parking Agreement for up to four (4) additional, five (5) year periods, each such option shall be automatically exercised and this Parking Agreement renewed for such additional five (5) year period unless terminated by Developer by providing at least ninety (90) days (the term "days" in this Agreement shall mean consecutive calendar days unless otherwise stated) written notice to the City prior to the expiration of the then current term (initial term and any subsequent terms, collectively the "Term "). Parking Agreement Market Garage South Commonwealth Partners 12 2 13 3 SECTION 5. COST OF PARKING PERMITS. A. The City will establish the Posted Rates for the general public to use the Market Garage, including a Daily Maximum Rate, an Overnight Rate, and a Hourly Rate in the format set forth in Exhibit B. The Posted Rates shall be updated by City Council from time to time in accordance with Section 5 (G) below and shall be inclusive of all taxes, insurance, expenses, etc. The Overnight Rate shall be no more than the Daily Maximum Rate. B. Developer shall pay to the City during the term of this Parking Agreement one -half of the Overnight Rate multiplied by the greater of (i) the number of Parking Permits reserved by the Developer during a calendar month or (ii) the number of Parking Permits used by Hotel Guests during such calendar month ( "Usage of Parking "). For the purpose of this formula, each Parking Permit shall be one Hotel Parking Day stay. A Hotel Parking Day shall begin at 3:00 p.m. on the day on which a Hotel Guest checks into the Hotel and ending at 4:00 p.m. on the following day. For example, if a Hotel Guest checks in at 3:00 p.m. on Tuesday and checks out at 11:00 a.m. on Friday, when the Overnight Rate is $6.00, then the Developer would pay for three (3) Hotel Parking Days for such Hotel Guest at $3.00 each, resulting in a total of $9.00 for that Hotel Guest's use of Parking Permits. C. Each access card shall allow one vehicle unlimited ingress and egress from 3:00 p.m. on the day of check in (or earlier as allowed pursuant to Section 5 (I)(2) below) until the time of check -out, which shall be no later than 2:00 p.m. After check -out, the access card shall provide for one egress with no additional ingress. Should a vehicle exit the Market Garage after 4:00 p.m. of the day of check -out, the City shall bill the Developer the Posted Rates for use of the parking space between 4:00 p.m. on the day of check -out and the actual time of egress for that vehicle (the "Overstay Charges "). D. For the use of the Parking Permits, the Hotel Guests may utilize parking in the Market Garage on a self -park basis only. In the event that Developer desires to provide Hotel Guests with valet parking service, Developer shall make such request to the City and the City shall allow valet parking services on such terms and conditions which the City shall establish in its sole discretion. Under no circumstances shall the number of parking spaces for valet service and Parking Permits exceed the number of spaces established pursuant to Section 5(H) below. E. Invoices for the prior month's Usage of Parking and Overstay Charges will be billed to the Developer on or about the 15th of each month. Payment shall be due to the City the first day of the following month and shall be paid by the Developer in one check made payable to "Park Roanoke ", 117 Church Avenue, S.W., Roanoke, Virginia 24011, or at such other address and /or other payee as City may designate in writing to Developer. In the event Developer shall fail to make such monthly payment by the 5th of each month, a late fee will be assessed for each invoice for which payment is late. The initial late fee will be ten percent (10 %) of the monthly invoice amount for which payment is late. The amount of such late fee may be changed by the City Council from time to time, so long as the rate is generally applicable to all of the City's Accounts Payable in similar standing. Parking Agreement Markel Garage South Commonwealth Partners 12 2 13 4 Furthermore, any past due payments shall also accrue interest at the rate of one percent (1 %) per month until the full amount is paid to the City, with any payments being applied first to any interest and late fees due. F. The City may charge the Developer or Hotel Operator the generally applicable fair market rate as the City charges members of the general public for parking spaces in the Market Garage and in other parking facilities operated by the City in the vicinity of the Hotel should the Developer request such parking permits for uses other than by Hotel Guests. These uses shall be subject to availability of parking at the sole determination of the City. Payment by the Developer to the City for such other spaces shall be made in accordance with the terms and conditions of the City's standard parking rules and regulations, including billing terms and termination for non - payment sections. G. Developer further acknowledges that the Posted Rates are subject to being changed by the action of City Council, and /or the City Manager per City policy, and the rate to be paid by the Developer to the City will be adjusted by any such change in the Posted Rates from time to time and be effective on whatever date such Posted Rates take effect, provided that the rate charged to Developer for Parking Permits as referred to in 5(B) above will never be greater than one -half of the Posted Rates. The City reserves the right in its sole and exclusive discretion to increase the Posted Rates. However, the City will maintain the then current Posted Rates for a period of twenty -four (24) months from the City's issuance of a permanent Certificate of Occupancy for the Hotel. H. The Developer shall notify the City by 3:00 p.m. (Roanoke time) on each day preceding each Hotel Parking Day of the number of Parking Permits that the Developer will need for Hotel Guests (including Early Check In Guests defined in Section 5 (1)(2) below) for the next Hotel Parking Day and the City shall set aside that number of parking spaces in the Market Garage for the next Hotel Parking Day. Notice from the Developer shall be in writing and shall be delivered to General Manager Park Roanoke by email at parking@roanokeva.gov or by hand at 117 Church Avenue, S.W., Roanoke, Virginia 24011. After 3:00 p.m., the City may permit others to use all parking spaces in the Market Garage not timely reserved by the Developer in accordance with this Section 5(H). Subject to availability, the Developer may request the reservation of additional parking spaces in the Market Garage after 3:00 p.m. for the next Hotel Parking Day and the City may provide such additional parking spaces at the then current rate as provided for in this Agreement. I. 1. If the City fails to provide the number of parking spaces reserved by Developer in accordance with Section 5(H) above for any Hotel Parking Day, except in the occurrence of an event set forth in Section 8 or Section 11 hereof, the City shall reimburse the Developer for the actual cost of alternative parking for the Hotel Guests for whom parking spaces were not available in the Market Garage, together with a penalty equal to 150% of the higher of (i) the Daily Maximum Rate; or (ii) the special event rate charged at the Market Garage; multiplied by the number of parking spaces which were reserved by Developer in accordance with Section 5(H) but were unavailable. The Developer shall present the City with an invoice which indicates the actual parking fee paid and the name and location of the parking Parking Agreement Market Garage South Commonwealth Partners 12 2 13 5 facility to which the fee was paid. The City shall pay such invoice within thirty (30) days of receipt of invoice, or notify the Developer of a dispute and such dispute shall be resolved pursuant to Section 18 (B) hereof. 2. The City and the Developer acknowledge that, from time to time, Hotel Guests may check into the Hotel before 3:00 p.m. ( "Early Check In Guests "). The City shall have no responsibility for any Early Check In Guests who may be unable to park in the Market Garage unless Developer has notified the City in accordance with Section 5(H) above. The City shall have no responsibility for any requested Parking Permits by the Developer that exceed the lesser of the number of Parking Permits requested for the time in question or the maximum number provided for in this Agreement. J. Developer and the City acknowledge and agree that the operations and functions of the Market Garage and the Hotel will require cooperation, especially with respect to Early Check In Guests and + Hotel Guests who arrive at the Hotel without prior reservations. Developer and the City agree that the representatives designated pursuant to Section 3 (D) hereof will include in their regular meeting these matters and other matters related to the interaction of the operations and functions of the Market Garage and the Hotel. To the extent that the representatives determine that adjustments should be made in order to accommodate the operations of the Market Garage and the Hotel, such adjustments shall be set forth in writing and executed by the representatives. SECTION 6 ELECTRONIC ACCESS SIGNAGE, CAMERAS, GARAGE IMPROVEMENTS. City and Developer shall pay their prorata share, to be determined using a mutually agreed upon cost sharing model, prior to the Hotel's opening for business, of the costs associated with the purchase and installation of Access and Revenue Equipment and Hotel modules that are compatible with the type and manufacturer of the City's then current Access and Revenue Equipment used at the Market Garage, along with any hardware and /or software needed by the City and the Developer for the Developer's use of the Market Garage. Thereafter, the Developer shall pay for any maintenance, repair, upgrade, or replacement of equipment and systems which specifically relate to the administration of the Parking Permits and the City shall pay for the maintenance, repair, upgrade, or replacement of the system which relates to the general operation of the Market Garage. City and Developer shall have mutual access to any reports generated by the Access and Revenue equipment, including those reports generated by any Hotel modules(s) that are mutually selected, purchased, and installed in the Market Garage and in the Hotel. Developer may request that the Developer be permitted to upgrade and /or replace certain exterior doors, gates, locks, and /or signage to permit Hotel Guests access to the Market Garage and to facilitate ADA access to and from the Market Garage as may be required by the Hotel or to improve security for the users and to make other nonstructural, cosmetic changes for the purpose of improving the general appearance of the Market Garage. Prior to making any such improvements, the Developer shall provide the City with ten (10) days prior written notice of such proposed improvements. The City will work cooperatively with the Developer to assure access to and from the Market Garage by Hotel Guests and will endeavor to grant the Developer permission to place such items, including monitoring cameras and pre - approved signage, in and around the Market Garage, all subject to the City's prior written approval, which approval shall not be unreasonably withheld. However, upon request of the City, the Developer must present the City with sufficient drawings and /or information, together with any required engineering documentation, to establish that such items and improvements will not damage and/or Parking Agreement Market Garage South Commonwealth Partners 12 2 13 6 impair the Market Garage or the use of the Market Garage and will not interfere with the City's operation of the Market Garage. The Developer shall be solely responsible for all costs, expenses, and responsibility, including any claims of any type or nature that may be made in connection with or resulting from the placement, installation, use, operation, maintenance, repair, removal, and /or any other matters involving any such items and improvements and Developer agrees to indemnify and hold the City and its Parking Management Company, their employees, agents, and representatives, harmless from any and all such claims of any nature, including reasonable attorney's fees. Developer shall also be solely responsible for relocating any such items and improvements for any reason whatever, providing the City shall not unreasonably request that any such items and improvements be relocated. Developer further assumes all risks of any type or nature in connection with any such items and improvements, including, but not limited to, any damage to, any theft of, or any vandalism of such items or improvements. Upon the expiration and /or termination of this Parking Agreement, Developer shall properly and timely remove any such items and improvements, including any signs, that it installed or had installed and restore the areas where such items or improvements were installed to the condition they were in prior to the installation of such items or improvements by Developer. Developer agrees that if Developer fails to remove such items and improvements and properly restore the areas within thirty (30) days of any such expiration or termination of this Parking Agreement that City may do so and dispose of any such items or improvements as City sees fit and charge the Developer all costs and expenses of such removal and disposal. Furthermore, all such items and improvements, including cameras, and signage are subject to applicable federal, state, and local laws, rules, and regulations and Developer shall also obtain at Developer's cost any required approvals and permits. SECTION 7. OPERATION MAINTENANCE, REPAIR, AND TEMPORARY RELOCATION. A. The City will operate the parts of the Market Garage remaining under the ownership and control of the City in a manner similar to the operation of other City owned and /or controlled parking facilities. The City will maintain such parts of the Market Garage in good working condition and repair and will make such repairs, perform such preventative maintenance, structural repairs, or other improvements as the City deems reasonably necessary. However, the Developer shall be solely responsible for the condominium and the Hotel and for all operations, maintenance, and repair of the same, and the City shall have no responsibility therefore whatsoever. The City will use commercially reasonable efforts to make other parking spaces available in the event of temporary closure of the Market Garage for the purposes of maintenance, repair, or replacement, at no additional cost or expense of the alternate Parking Permits to the Developer. Other than in the event of an emergency, the City will confer with Developer prior to any closures of the Garage and will endeavor to accomplish all Garage maintenance, repairs, and replacements in a manner that will result in the least inconvenience for the Hotel and Hotel Guests, including using the City's best efforts to assure that not more than 25% of the parking spaces in the Market Garage will be unavailable for use at any one time for maintenance or repair. The Developer and /or Hotel will not be entitled to any payments or offsets from the City's monthly, hourly, daily, or evening parking revenues against the parking charges otherwise due from the Developer to the City under the terms of this Parking Agreement. Developer and /or Hotel shall have no rights in or to any monies paid by anyone to the City, or revenues received from anyone by the City on account of parking in the Market Garage. If the City fails to maintain the Market Garage in accordance with all applicable building and safety codes and fails to correct such code violation within sixty (60) days after the Developer provided the City with Parking Agreement Market Garage South Commonwealth Partners 12 2 13 7 written notice of such violation, then Developer may, but is not obligated to do so, correct the violation in accordance with Section 12(C). B. If any construction, maintenance, repairs, other work, or other matters take place at the Market Garage that requires a temporary relocation of any of the spaces available for use by the Developer in connection with the Parking Permits, the City may, on ten (10) days written notice (except in the case of an emergency in which case no notice is required) to Developer, temporarily relocate any of the parking spaces to be used in connection with the Parking Permits to another City owned and /or controlled parking facility until such construction and /or other work has been completed. Such relocation will be to another location in the Market Garage or to a City parking facility mutually agreeable to the City and Developer, such agreement not to be unreasonably withheld. The City agrees that (i) no such relocation of spaces allocated for Parking Permits shall occur unless and until all other users of parking spaces in the Garage, other than those users of Parking Spaces in the Market Garage pursuant to the Deed of Easement by and between City of Roanoke Redevelopment and Housing Authority and Crestar Bank, dated September 19, 1990, and recorded in the Clerk's Office of the Circuit Court for the City of Roanoke, Virginia, Deed Book 1629, Page 326, have been relocated and (ii) Parking Permits for parking spaces in the Market Garage or in alternative locations are available during any period in which a need for relocation arises. SECTION 8. DAMAGE TO THE MARKET GARAGE. In the event of damage or destruction of the Market Garage, in whole or in part, the Market Garage shall be repaired and reconstructed in accordance with Article V of the Hotel Performance Agreement. In the event that, as a result of damage or destruction of the Hotel, Developer elects to raze the Hotel, (i) Developer shall reconstruct the Market Garage as provided in Article V of the Hotel Performance Agreement; and (ii) Developer's right to Parking Permits under this Parking Agreement shall automatically terminate. SECTION 9. ASSIGNMENT AND SUBORDINATION. A. Assignment Rights of Developer. So long as the Developer is not in default under any provision of this Agreement, the Developer may, with thirty (30) days prior written notice to the City, assign Developer's rights under this Agreement without the consent of the City to (i) a purchaser of the Hotel; (ii) a purchaser of all or a majority of the membership interest in the Developer; or (iii) as additional collateral to a lender who is the beneficiary of a mortgage or deed of trust lien on the Hotel provided, however, any such transferee shall assume and perform all obligations of the Developer under the terms and conditions of this Agreement and the Hotel Performance Agreement. Upon the foreclosure of any mortgage or deed of trust lien on the Hotel, the purchaser at the foreclosure sale shall be an assignee under this Section 9 (A)(1) provided that such purchaser agrees in writing to assume and perform all obligations of the Developer under the Hotel Performance Agreement. The City agrees to enter into an agreement with Developer's lender, on mutually agreeable terms, regarding the collateral assignment of this Parking Agreement by the Developer to such lender and the consent to such collateral assignment. Parking Agreement Markel Garage South Commonwealth Partners 12 2 13 8 2. Except as provided in Section 9(A)(1) above, Developer may not assign, transfer, or pledge any of its rights under this Agreement without the prior written consent of the City and the City may grant or deny its consent in City's sole discretion. 3. Notwithstanding any permitted assignment, the Developer shall remain responsible for all obligations under this Agreement unless the City specifically grants the Developer a release in writing. B. Sale of Market Garage by the City. 1. Subject to the right of first refusal granted to Developer by the City in the Hotel Performance Agreement, the City may sell all of its right, title, and interest in the Market Garage at any time without the prior consent or approval of the Developer. In the event of any such sale, the City shall sell the Market Garage subject to the terms of this Parking Agreement and the purchaser shall acknowledge in writing that (i) the purchaser is acquiring the Market Garage subject to the terms of this Parking Agreement; and (ii) the cost of Parking Permits charged by the purchaser to the Developer shall be one half of the average of the daily maximum rate charged from time to time by the City at the remaining parking facilities owned by the City located in the downtown area of the City (that area being bounded by I -581 on the east, Elm Avenue on the south, 5th Street on the west, and Wells Avenue on the north). The acknowledgement from the purchaser will provide that this rate shall be adjusted when and as the City adopts changes in its parking rates. The City shall provide a copy of this acknowledgement executed by the purchaser at the time the deed transferring the Market Garage to the purchaser is recorded. 2. Upon the sale of the Market Garage, the City shall have no further obligations under this Parking Agreement and the Developer shall have no recourse to the City for any matter arising after the sale of the Market Garage. C. This Agreement is and shall be subordinate to any mortgage or deed of trust that may be presently existing or to be granted hereinafter on the Market Garage by the City, provided that any mortgagee shall agree to the provisions of this Agreement and shall agree not to disturb the Developer's rights under this Agreement so long as the Developer is not in default under any of the terms of this Agreement. Each of the City and Developer shall provide to any and all mortgagees of the Garage or the Hotel, respectively, a copy of any notice of default delivered by either to the other and such mortgagee shall have the right to remedy any default and be entitled to such additional time as is commercially reasonable to enable such mortgagee to remedy such default. SECTION 10. DEFAULT BY DEVELOPER. A. Each of the following shall constitute a default hereunder by the Developer (each of the following events is hereinafter referred to as "Default "): 1. The failure or refusal by Developer to make any payment due to the City hereunder within fifteen (15) days after written notice of nonpayment is given by the City to the Developer and to any mortgagee of the Hotel. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 9 2. The failure or refusal by the Developer to perform any of its other covenants or obligations hereunder within sixty (60) days after written notice of nonperformance is given by the City to the Developer and to any mortgagee of the Hotel; provided, however, that if such failure to perform cannot reasonably be cured within sixty (60) days, the Developer shall not be in default if it commences within sixty (60) days steps reasonably calculated to cure the nonperformance and in good faith pursues those steps diligently and in good faith to completion. 3. A default under the terms of the Hotel Performance Agreement. 4. The Hotel, for any reason other than those set forth in Sections 8 above and I 1 below, is, for any period of more than 30 consecutive days, not actively operating and open to the public for business ( "Hotel Closing Event'); provided, however, that a Hotel Closing Event shall not constitute a Default hereunder so long as the Developer, or any mortgagee of or other owner of the Hotel, shall pay to the City, by the fifteenth (15t ) day of each calendar month during each Hotel Closing Event a monthly continuation fee of (i) Two Thousand Five Hundred Dollars ($2,500.00) for each of the first three (3) months of a Hotel Closing Event (including any partial calendar month in the event that a Hotel Closing Event commences after the first day of a month); and (ii) One Thousand Dollars ($1,000.00) for each subsequent month during such Hotel Closing Event (the "Continuation Fee "). In the event of more than one Hotel Closing Event occurring during the term of this Agreement, each such Hotel Closing Event shall constitute a default unless the Developer, or any mortgagee or other owner of the Hotel pays the Continuation Fee. During any month for which the Continuation Fee has been paid, the City shall not be required to make the Parking Permits available for use by the Hotel. B. Upon the occurrence of a Default as set forth in Section 10 (A), the City may immediately terminate this Agreement by written notice to the Developer. In addition to this right to terminate this Agreement, the City may also in the event of a Default by Developer hereunder exercise any and all other rights and remedies available to the City at law or in equity, including without limitation the recovery of any and all monetary damages that the City has suffered as a result of such Default. SECTION 11. FORCE MAJEURE. A delay in, or failure of, performance by any party, shall not constitute a default, nor shall the Developer or the City be held liable for loss or damage, or be in breach of this Agreement, if and to the extent that such delay, failure, loss, or damage is caused by an occurrence beyond the reasonable control of such party, and its agents, employees, contractors, subcontractors, and consultants, including results from Acts of God or the public enemy, compliance with any order or request of any governmental authority or person authorized to act therefore, acts of declared or undeclared war, public disorders, rebellion, sabotage, revolution, earthquake, floods, riots, strikes, labor or equipment difficulties, delays in transportation, inability to obtain necessary materials or equipment or permits due to existing or future laws, rules or regulations of governmental authorities or any other causes, whether direct or indirect, and which by the exercise of reasonable diligence said party is unable to prevent. For purposes of this Agreement any one delay caused by any such occurrence shall not be deemed to last longer than six (6) months and the party claiming delay caused by any and all such occurrences shall give the other party Parking Agreement Market Garage South Commonwealth Partners 12 2 13 10 written notice of the same within thirty (30) days after the date such claiming party learns of or reasonably should have known of such occurrence. Notwithstanding anything else set forth above, after a total of nine (9) months of delays of any type have been claimed by a party as being subject to force majeure, no further delays or claims of any type shall be claimed by such party as being subject to force majeure and /or being an excusable delay. SECTION 12. DEFAULT BY THE CITY; LIMITATION OF LIABILITY OF THE CITY; CURE; AND REMEDY. A. In the event of any default, nonperformance, or breach of any of the terms or conditions of this Parking Agreement by the City, Developer agrees that the City's liability hereunder shall be limited to the repayment of monies paid by Developer to the City, or a deduction from any payment due from Developer to the City, for any Parking Permits that are not able to be used due to such default, nonperformance, or breach for the period of time of such inability to use such Parking Permits. In addition to the remedies set forth in the prior sentence, if the City is in default, nonperformance, or breach of any of the terms or conditions of the Parking Agreement, Developer may provide the City and any mortgagee with written notice of the same and the City shall have sixty (60) days following receipt of such notice from the Developer to cure any such default, nonperformance, or breach, provided if such default, nonperformance, or breach cannot be cured within sixty (60) days from the date of receipt of the notice from the Developer, the City, and /or its mortgagee shall be deemed to have cured the default as long as the City and /or its mortgagee undertakes to remedy the same within sixty (60) days following receipt of notice and the City and /or its mortgagee diligently proceeds to remedy such default, nonperformance, and /or breach. Notwithstanding the foregoing, if the default, nonperformance, or breach involves the maintenance, repair, or replacement of the Access and Revenue Equipment and related Hotel modules, hardware, and software needed by the City and the Developer to allow the Developer's use of the Market Garage hereunder (the "Equipment "), if the City has not acted within seventy -two (72) hours after written notification is received by the City from the Developer of the need for maintenance, repair, or replacement of the Equipment for which the City is responsible under this Agreement, then the Developer may perform or cause to be performed such maintenance, repair, or replacement in accordance with the procedures set forth in Section 12(C) below. B. Under no circumstances under this Agreement shall the Developer have the right of set off against the amounts owed to the City. C. Any maintenance, repair, or replacement services ( "Repair Services ") that the Developer may perform or cause to be performed on or for the Market Garage pursuant to Section 7(A) or Section 12(A) of this Agreement and for which the Developer intends to seek any reimbursement for any such Repair Services shall comply with the following procedures: 1. When reasonably and commercially practicable under the circumstances the Developer will comply with the City's procurement policies with the assistance of the City. Developer shall perform any such Repair Services with such competition as is practicable under the circumstances. Written documentation shall be made by the Developer of the basis for the need for any such Repair Service and for the selection of the particular contractor selected to perform such Repair Services. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 11 2. Unless there is an emergency that requires provision of immediate Repair Services, Developer shall solicit at least four (4) sources to provide the requested Repair Services and document in writing such solicitations, the responses to the solicitations, and the reasons for the selection of the contractor to perform the requested Repair Services, including the costs for such Repair Services and the reasonableness of such costs. 3. If there is an emergency that requires immediate Repair Services, Developer shall provide, as soon as reasonably practicable, written documentation of the nature of the emergency, the actions taken by Developer, the contractor selected, the basis for the selection of such contractor, the costs for such Repair Services, and the reasonableness of such costs. Notwithstanding anything set forth in this Agreement, if any such Repair Services exceed or are expected to exceed a total of $50,000 for any event or incident, Developer shall obtain the prior written consent of the City Manager before proceeding with any such Repair Services, such consent not to be unreasonably withheld. 4. For any costs for such Repair Services which Developer seeks reimbursement from the City, Developer shall submit invoices for such reimbursement costs actually incurred by Developer. Such invoices shall include the following: (i) the invoices shall detail the Repair Services provided; (ii) the time period involved; (iii) the name, address, phone number, and contact person of the contractor providing the Repair Services; (iv) the written documentation referred to in this Section 12(C); and (v) any other documents and information reasonably requested by the City. 5. The City will pay the invoice from Developer within thirty (30) days after receipt by the City Manager of such invoice unless the City has objections to such invoice or a part thereof. If the City has any objections to an invoice from the Developer, the City will provide written notice of such objections and the basis for such objections within thirty (30) days after receipt of each such invoice. Any such objections will be resolved as set forth in Section 18(B). SECTION 13. INSURANCE REQUIREMENTS. Developer, any of its permitted assigns or successors, and any of its contractors involved in this Parking Agreement shall maintain the insurance coverages as set forth in the Hotel Performance Agreement and provide the proof of such insurance coverage as called for therein, including workers' compensation coverage if Developer hires any employees. Except with respect to the reimbursement due from the City to the Developer for a portion of the premium for casualty, fire and extended coverage for loss or damage to the Market Garage (at the then current full replacement cost) such insurance coverage shall be obtained at the Developer's sole expense and maintained during the term of the Parking Agreement and the term of the Hotel Performance Agreement and shall be effective prior to the beginning of any work or other performance by the Developer or others under this Parking Agreement. Additional insured endorsements, if required, must be received by the City within thirty (30) days of the execution of this Parking Agreement or as otherwise required by the City's Risk Manager. SECTION 14. HOLD HARMLESS AND INDEMNITY. Developer shall indemnify and hold harmless the City, its Parking Management Company, and their respective officers, agents, and employees ( "Indemnified Parties ") against any and all liability, losses, Parking Agreement Market Garage South Commonwealth Partners 12 2 13 12 damages, claims, causes of action, suits of any nature, costs, and expenses, including reasonable attorney's fees, resulting from or arising out of actions, activities, or omissions, negligent or otherwise, of the Developer, the operator of the Hotel, and their respective employees, agents, or contractors, but with respect to those employees, agents, or contractors, only if and to the extent that said actions, activities, or omissions occur in the course of their performance of actions that are within the scope of their employment, agency, or contract by or with the Developer or the operator of the Hotel. This Indemnity includes, without limitation, liability, losses, damages, claims, causes of action, suits of any nature, costs, and expenses, including reasonable attorney's fees, resulting from or arising out of any fines or penalties, violations of federal, state, or local laws or regulations, personal injury, wrongful death, or property damage claims or suits. Developer agrees to and shall protect, indemnify, and hold harmless the Indemnified Parties from any and all demands for fees, claims, suits, actions, causes of action, settlement, or judgments based on the actual infringement or violation of any copyright, trademark, patent, invention, article, arrangement, or other apparatus that may be used in the performance of this Parking Agreement. SECTION 15. COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION LAW. Developer agrees to and shall comply with all applicable federal, state, and local laws, ordinances, and regulations, including all applicable licensing requirements. Developer further agrees that Developer does not, and shall not during the performance of this Parking Agreement, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986. SECTION 16. REPORTS AND RECORDS. The City and Developer shall maintain all books, records, and other documents relating to this Parking Agreement for a period of five (5) years after the end of each fiscal year included in this Parking Agreement. The City and Developer and their authorized employees, agents, and /or representatives shall have reasonable access to and the right to examine, copy, and /or audit any of such materials of the other party during the term of the Parking Agreement in connection with this Parking Agreement and the Parking Permits to determine their proper use in accordance with the terms of this Parking Agreement. SECTION 17. NONWAIVER. Each party agrees that any party's waiver or failure to enforce or require performance of any term or condition of this Parking Agreement or any party's waiver of any particular breach of this Parking Agreement by the other party extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of this Parking Agreement or a waiver of any other breaches of the Parking Agreement by any party and does not bar the non - defaulting party from requiring the defaulting party to comply with all the terms and conditions of the Parking Agreement and does not bar the non - defaulting party from asserting any and all rights and /or remedies it has or might have against the defaulting party under this Parking Agreement or by law. SECTION 18. CHOICE OF LAW, FORUM SELECTION, AND DISPUTE RESOLUTION. A. This Parking Agreement shall be governed, interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any cause of action regarding the rights and duties of the parties Parking Agreement Market Garage South Commonwealth Partners 12 2 13 13 must be brought in the Circuit Court or General District Court for the City of Roanoke, Virginia, and further agrees this Parking Agreement is controlled by the laws of the Commonwealth of Virginia, with the exception of Virginia's conflict of law provisions which shall not apply, and that all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties further waive and agree not to assert in any such action, suit or proceeding, that such party is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought in an inconvenient forum or that the venue of the action, suit, or proceeding is improper. B. Prior to the initiation of any litigation, the parties agree to seek to resolve any and all claims, disputes, and other matters utilizing mediation in accordance with the dispute provisions provided in this Section. If a dispute arises of or relates to this Agreement, or a claimed breach of this Agreement, the parties agree first to try in good faith to resolve the dispute through negotiation among the parties and by nonbinding mediation. In the event of any such dispute, a party may give the other parties a written description of the dispute and the relief requested. The parties shall promptly attempt to resolve the dispute by negotiation involving senior managers. If the dispute is not promptly resolved by negotiation, any party may demand in writing that all of the parties involved in the dispute participate in a formal mediation presided over by a third -party neutral mediator. If the parties cannot agree on a mediator, then McCammon Mediation Group, 6641 West Broad Street, Richmond, Virginia 23230, or its successor, shall have the power to select the mediator. The parties shall share in the cost of the mediation proceedings equally. 2. If mediation is unsuccessful, the parties shall be free to initiate litigation or take other appropriate action as they deem appropriate. However, no party shall initiate any litigation or action against any other party to this Agreement with respect to the performance or enforcement of this Agreement without first complying with the dispute resolution provisions of this Section except for the sole and limited purpose of tolling a statute of limitation or similar laws that would otherwise impair a party's legal rights, or for enforcing this Section. SECTION 19. SEVERABILITY. If any provision of this Parking Agreement, or the application of any provision hereof to a particular entity or circumstance, shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Parking Agreement shall not be affected and all other terms and conditions of this Parking Agreement shall be valid and enforceable to the fullest extent permitted by law. SECTION 20. FAITH BASED ORGANIZATIONS. Pursuant to Virginia Code Section 2.2- 4343.1, be advised that the City does not discriminate against faith -based organizations. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 14 SECTION 21. SUCCESSORS AND ASSIGNS. The terms, conditions, provisions, and undertakings of this Parking Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective permitted successors and assigns. SECTION 22. HEADINGS. The captions and headings in this Parking Agreement are for convenience and reference purposes only and shall not affect in any way the meaning and interpretation of this Parking Agreement. SECTION 23. COUNTERPART COPIES. This Parking Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. SECTION 24. AUTHORITY TO SIGN. The persons who have executed this Parking Agreement represent and warrant that they are duly authorized to execute this Parking Agreement on behalf of the party for whom they are signing. SECTION 25. NOTICES. All notices must be given in writing and shall be validly given if sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, with a receipt, addressed as follows (or any other address that the party to be notified may have designated to the sender by like notice): If to the City: City of Roanoke Attn: City Manager 364 Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, VA 24011 Facsimile: (540) 853 -1138 With a copy to: Parking Coordinator for the City of Roanoke 106 Shenandoah Avenue Roanoke, VA 24016 Facsimile: (540) 853 -8299 If to Developer: South Commonwealth Partners, LLC c/o Windsor /Aughtry Company, Inc. Attn: Paul C. Aughtry, III Suite 500, 40 West Broad Street Greenville, SC 29601 Facsimile: (864)374 -0042 Parking Agreement Market Garage South Commonwealth Partners 12 2 13 15 With a copy to: J. Nathan Galbreath, Esquire Nelson Galbreath, LLC 25 East Court Street, Suite 201 Greenville, SC 29601 Facsimile: (864)232 -3766 Unless otherwise provided in this Agreement, Notices shall be deemed to be effective one (1) day after sending if sent by overnight courier or three (3) days after sending it by certified mail, return receipt requested. SECTION 26. NONDISCRIMINATION. During the performance of this Parking Agreement, Developer agrees as follows: Developer will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Developer. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. ii. Developer in all solicitations or advertisements for employees placed by or on behalf of Developer will state that Developer is an equal opportunity employer. iii. Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. SECTION 27. RIGHTS CUMULATIVE. All rights, powers, and privileges conferred hereunder on the City to enforce this Parking Agreement shall be cumulative, and not restricted to those given by law. SECTION 28. BOND. A. Developer agrees to and shall provide and maintain during the entire term of this Parking Agreement a Bond, or such other security as approved by the City Manager (such as a letter of credit), (collectively -Bond) in the amount of $ to secure Developer's performance under this Parking Agreement. Failure to provide and maintain such a bond shall be grounds for termination of this Parking Agreement. The form of the bond shall be subject to approval by City. B. The amount of the bond required herein will be reviewed every five (5) years by the City and may be increased or decreased by the City at the time of each review to reflect the reasonable costs of the performance of this Parking Agreement by Developer at that time. Any increase or decrease in the amount of the bond shall be mutually agreed upon between the parties, such agreement to not be unreasonably withheld. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 16 SECTION 29. AGREEMENT SUBJECT TO FUNDING. This Parking Agreement is or may be subject to funding and /or appropriations from federal, state, and /or local governments and /or agencies and /or from the Council of the City of Roanoke. If any such funding is not provided, withdrawn, or otherwise not made available for this Parking Agreement, with the result that the City is unable to perform its obligations hereunder, the City shall give written notice to Developer of such unavailability of funding and Developer shall thereupon have sixty (60) days within which to give the City written notice that Developer will either (i) at the Developer's expense assume performance of those obligations of the City hereunder which the City is unable to perform because of lack of funding, or (ii) terminate this Agreement. Developer further agrees to comply with any applicable requirements of any grants and /or agreements providing for such funding. If pursuant to this Section 29 the Developer takes over operation of the Market Garage, including the function of offering parking spaces to the public, the Developer shall operate the Market Garage under a license agreement with the City, the terms and conditions of which license agreement shall be consistent with the terms and conditions of the agreement between the City and the operator of the Market Garage which was in effect at the time, or nearest to the time, funding is not provided by the Council of the City of Roanoke or by other sources. Any such license agreement shall establish the obligations of the operator of the Market Garage (which obligations shall not include the obligation to assume any indebtedness secured by a mortgage or deed of trust on the Market Garage), management fee payable to the operator which operates the Market Garage, and payments due to the City. At such time as the City receives funding and is able to resume performance of its obligations hereunder, the City shall give the Developer written notice of that fact, the Developer shall within sixty (60) days after receiving that notice return operation of the Garage to the City, and the relationship of the City and the Developer shall thereupon resume on the terms set forth in this Agreement. SECTION 30. CONDEMNATION. Each party shall provide the other party prompt written notice of any condemnation proceedings instituted against the Market Garage and /or the Developer's Hotel. Both parties shall be entitled to participate in the condemnation process, and both parties shall be entitled to consent or reject any settlement offer from the condemning authority for their respective interest. The condemnation award shall be allocated equitably between the parties based on the actual and consequential damages caused to each party as may be allowed by the laws of Virginia. SECTION 31. COMPLIANCE WITH STATE LAW, FOREIGN AND DOMESTIC BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE COMMONWEALTH OF VIRGINIA. Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended, which provides that a contractor organized as a stock or non -stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law. Developer shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the Parking Agreement Market Garage South Commonwealth Partners 12 2 13 17 contract or agreement. The City may void this Parking Agreement if the Developer fails to remain in compliance with the provisions of this section. However, the City agrees that the Developer may cure this matter as set forth in Section 10(A)(2) above. SECTION 32. OPERATION OF HOTEL. This Parking Agreement is expressly conditioned on the execution, delivery, and performance of the Hotel Performance Agreement by the Developer and the permitted assignees of the Developer. SECTION 33. DRAFTING OF THE PARKING AGREEMENT. The provisions of this Parking Agreement shall not be construed in favor of or against either party, but shall be construed according to their fair meaning as if both parties jointly prepared this Parking Agreement. SECTION 34. ENTIRE AGREEMENT. This Parking Agreement, including any attachments, exhibits, and referenced documents, constitutes the complete understanding between the parties with respect to Parking Permits at the Market Garage. This Parking Agreement may be modified only by written agreement properly executed by the parties. SIGNATURES APPEAR ON NEXT PAGE Parking Agreement Market Garage South Commonwealth Partners 12 2 13 is IN WITNESS WHEREOF, the parties hereto have signed this Parking Agreement by their authorized representatives as of the date of the Parking Agreement. WITNESS: Printed Name and Title (SEAL) WITNESS: Printed Name and Title Approved as to form: City Attorney Authorized by Ordinance No. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 19 SOUTH COMMONWEALTH PARTNERS, LLC Developer am Printed Name and Title CITY OF ROANOKE, VIRGINIA By: Christopher P. Morrill, City Manager Approved as to Execution: City Attorney Parking Agreement dated _, 2013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC EXHIBIT A DESCRIPTION OF HOTEL The Hotel is a hotel consisting of at least 123 rooms and not more than 130 rooms to be constructed, operated, and maintained within certain air rights above the Market Garage and a condominium within the ground floor of the Market Garage, together with certain easements granted to the Developer by the City in connection with the construction, operation, and maintenance of the Hotel. The rights, title, or interests conveyed to Developer, and the terms, conditions, and limitations upon which such rights, title, or interests are subject, are set forth in the Deed of Certain Air Rights, Deed of Condominium Units, and Deed of Easements dated 2013, from the City, as Grantor, and to Developer, as Grantee. Parking Agreement Markel Garage South Commonwealth Partners 12 2 13 20 Parking Agreement dated , 2013 by and between City of Roanoke, Virginia and South Commonwealth Partners, LLC EXHIBIT B PARKING RATES FOR MARKET GARAGE PROPOSED MARKET GARAGE FEES 2014 Market Garage Fee Schedule Market Garage New Parking Fees and Charges are to be implemented and noted in the Fee Compendium at such time as deemed appropriate and as directed by the City Manager Monthly reserved $85 /mo. Monthly unreserved $65 /mo. Monthly Residential $16.25/mo. Short term weekdays 8amto4pin Per .5 hr. $1.00 Over 2.5 hrs. $6.00 Short term weeknights 4 pm to 9 pm N/A Evening Rate (4 pm to 2 am) $3.00 flat rate Overnight Rate (2 am to 8 am) $6.00 flat rate Saturday 8 am to 2 am $3.00 flat rate 2 am to 8 am $6.00 flat rate Sunday 8 am to 2 am $3.00 flat rate 2 am to 8 am $6.00 flat rate Adopted by Roanoke City Council by Resolution Number 39656- 051313 on May 13, 2013. Parking Agreement Market Garage South Commonwealth Partners 12 2 13 21 R. BRIAN TOWNSEND, ROOM 364 215 CHURCH AVENUE, ROANOKE VA 24011 REFERENCE: 88082141 13495945 State of Virginia City of Roanoke The Roanoke Times Roanoke, Virginia Affidavit of Publication The Roanoke Times ASSISTANT CIT S.W., ADVERTISEMENTFORINVI I, (the undersigned) an authorized representative of the Times -World Corporation, which corporation is publisher of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice was published in said newspapers on the following dates: City /County of Roanoke, Commonwealth /State of Virginia. Sworn and subscribed before me this 11 day of Dec-2013. Witness my hand and official seal. (/ Notary Public PUBLISHED ON: 12/02 12/09 Z CD i �A — . TOTAL COST: 1,920.72 FILED ON: 12/11/13 ADVERTISEMENT FOR INVITATION FOR BIDS AND NOTICE OF PUBLIC HEARING Before the Council of the City of Roanoke for Execution of a Parking Agreement for unreserved parking permits for the City's Market Garage Pursuant to the requirements of Sections 15.2 -2100. 15.2 -210 S. 15.2 -2102, et seq.. Code of Virginia 119501, as amended the C i I v of Roanoke. Virginia (City) hereby gives notice that the City is Inviting bids from qualified bidders to enter Into a Parking Agreement with the City under which Parking Agreement the successful bidder will obtain up to one hundred thirty (130) parking permits for the use of not more than one huntlretl thirty (130; unreserved parking spaces in the City's Market Garage I o c a tad at 25 Church Avenue, S.E. Roanoke. Virginia, subject to certain terms and canditlons of Such Parking Agreement Is related to and dependent on a certain Hotel Performance Agreement with the City that requires the construction and operation of a Hotel with up to 130 roams on top of the Market Garage - Theterm of the Parking Agreement shall be twenty (20) years, starting on the date on which the hotel to be constructed above and ,within the Market Garage (Here[, Is issued a permanent certificate of occupancy and ending twenty ,20) years thereafter. provided that the successful bidder will have the option to renew such Agreement for up to four (4) additional five (5) year periods. The Parking Agreement specifically provides that each option is automatically exercised and the Parking Agreement renewed for each five (5) year period unless the is a cc e ssfuI bidder terminates the Parking Agreement as provided in the Parking Agreement. The term of 110 Parking Agreement Is also subject to termination as set forth The purpose of such Parking Agreement is to allow guests of the Hotel to use parking spade's within the Market Garage, subfetl to the terms and conditions as may be more fully set forth in the Parking Agreement. Any bidder shall be able to prpvide 5. riddled t Contends that such bidder can perform a First Amended' and Restated Contract for Sale of Real Estate, Agreement), will W e61e to construct an Cis Ott the Hotel, metril th4'Hotel in accordance with a in the terms of the o posed Re rk l n Bement with regard to I of the Market Garage the bidder and guests of Hotel. f the City elects to 1 substance for a Parking greement as set forth hove. A copy of the full ext of the Proposed rtlinance, a draft of the to p o s a Parking greement, a draft of the r p o a a Hotel in the Parking Agreement or In accordance with the law. The parking permits Issued pursuant to the Parking Agreement shall allow guests of the Hotel to use spaces within the Market Garage except for in ose spaces within the Market Garage that are designated as reserved or otherwise not permitted for use by the gc_ncrM runic _________________ ac is a Authorized Signature: Billing Services Representative is for amount of the its for the parking s proposed to be a the City for such Agreement . gree mien t of the to execute the Agreement, the Performance ent, and the Sale the bidder dee appropriate. Bids are to be submi in a sealed envelop. container to th6city C at the address noted he on or before Noon, 12 Ine entity to whom any Parking Agreement may be awarded shall reimburse the City for the casts of any advertisements for this matter. The necessary bid form, acopy of the proposed Parking Agreement, the proposed Hotel Performance Agreement, the Proposed Sale Agreement, and the proposed Ordinance may be obtained from the City Clerk's Office at the above atl dress on and after Monday, December 2, 2013. Pursuant to the requirements of Sections 15.2 -2100, at seq., Code of Virginia (1950). as me, Monday, �aY of Hoanoke will holtl a i, 2013. The Public hparing on the above bid envelope matter at Its regular marked as meeting to be held on FOR PARKING Monday, December 16, E N,T FOR R 2013, at 7:00 p.m., local D PARKING time, or as soon thereafter 9 THE CITY'S as Council is available, in AGE, NOT TO the Council Chamber, Room NTIL THE CITY 450, Noel C. Taylor TING AT 2:0( Municipal Building, 215 ;EMBER 16 Church Avenue, S.W., Ild should be Roanoke, Virginia, 24011. the Council of For further Information on ,.... ue a„ this matter. you may Church Avenue, S.W., All parties and Interested Roanoke, Virginia, 24011. Persons may appeae'on the All bids received will be above date and time and be held by the City Clerk, heard on the matter. unopened, until 2:00 p.m., If you are a person who local time, on Monday, needs accommodations for December 16, 2033, at which time they will be this hearing, please contact the City Clerk's Office at delivered to the Council Chamber, Room 450 Noel li (540) 853 -2541 before 12:00 noon on the Thursday C. Taylor Municipal Builtling, before the date of the 215 Church AvenNe,.S.W.; heading listed above. Roanoke, Virginia, 24011, and thereafter be ubllcl GIVEN antler m y hand this opened and read ata.d in 26th day of November, 2013. accordance with Section Virginia M. Moon, (1950), as amended City Clerk. The City reserves the right to cancel this (13495945) Invitation for Bids and /or to reject any and all bids, to - waive any informality or irregularity In the bids the Wyk. i, ADVERTISEMENT FOR INVITATION FOR BIDS AND NOTICE OF PUBLIC HEARING Before the Council of the City of Roanoke for Execution of a Parking Agreement for unreserved parking permits for the City's Market Garage Pursuant to the requirements of Sections 15.2 -2100, 15.2 -2101, 15.2 -2102, et seq., Code of Virginia (1950), as amended, the City of Roanoke, Virginia (City) hereby gives notice that the City is inviting bids from qualified bidders to enter into a Parking Agreement with the City under which Parking Agreement the successful bidder will obtain up to one hundred thirty (130) parking permits for the use of not more than one hundred thirty (13 0) unreserved parking spaces in the City's Market Garage located at 25 Church Avenue, S.E., Roanoke, Virginia, subject to certain terms and conditions of such Parking Agreement. Such Parking Agreement is related to and dependent on a certain Hotel Performance Agreement with the City that requires the construction and operation of a Hotel with up to 130 rooms on top of the Market Garage. The term of the Parking Agreement shall be twenty (20) years, starting on the date on which the hotel to be constructed above and within the Market Garage (Hotel) is issued a permanent certificate of occupancy and ending twenty (20) years thereafter, provided that the successful bidder will have the option to renew such Agreement for up to four (4) additional five (5) year periods. The Parking Agreement specifically provides that each option is automatically exercised and the Parking Agreement renewed for each five (5) year period unless the successful bidder terminates the Parking Agreement as provided in the Parking Agreement. The term of the Parking Agreement is also subject to termination as set forth in the Parking Agreement or in accordance with the law. The parking permits issued pursuant to the Parking Agreement shall allow guests of the Hotel to use spaces within the Market Garage except for those spaces within the Market Garage that are designated as reserved or otherwise not permitted for use by the general public. The purpose of such Parking Agreement is to allow guests of the Hotel to use parking spaces within the Market Garage, subject to the terms and conditions as may be more fully set forth in the Parking Agreement. Any bidder shall be able to provide sufficient evidence that such bidder can perform a First Amended and Restated Contract for Sale of Real Estate (Sale Agreement), will be able to construct and operate the Hotel, maintain the Hotel in accordance with a Performance Agreement for Hotel Development, Construction, Operation, and Maintenance (Hotel Performance Agreement), and provide compliance with the terms of the proposed Parking Agreement with regard to use of the Market Garage by the bidder and guests of the Hotel. If the City elects to award a Parking Agreement for this matter, City Council will be requested to adopt an ordinance granting such an award which will provide in substance for a Parking Agreement as set forth above. A copy of the full text of the proposed Ordinance, a draft of the proposed Parking Agreement, a draft of the proposed Hotel Performance Agreement, and a draft of the proposed Sale Agreement are on file and may be reviewed in the Office of the City Notice of Public Bearing Parking Agreement 11 20 13 V.I Clerk, Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia 24011. Any interested entity is invited to submit a written bid, including a completed bid form, for a Parking Agreement for unreserved parking permits for the City's Market Garage as set forth above. Each bidder shall submit at a minimum the following information: 1. The legal name of the entity submitting the bid, including the Identification Number issued to it by the Virginia State Corporation Commission. 2. The amount of the payments for the parking permits proposed to be made to the City for such Parking Agreement. 3. The agreement of the bidder to execute the Parking Agreement, the Hotel Performance Agreement, and the Sale Agreement. 4. Such other information as the bidder deems appropriate. Bids are to be submitted in a sealed envelope or container to the City Clerk at the address noted herein on or before Noon, 12:00 p.m., local time, Monday, December 16, 2013. The outside of the bid envelope should be marked as follows: "BID FOR PARKING AGREEMENT FOR UNRESERVED PARKING PERMITS FOR THE CITY'S MARKET GARAGE, NOT TO BE OPENED UNTIL THE CITY COUNCIL MEETING AT 2:00 P.M. ON DECEMBER 16, 2013." The bid should be addressed to the Council of the City of Roanoke, c/o Office of the City Clerk, Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. All bids received will be held by the City Clerk, unopened, until 2:00 p.m., local time, on Monday, December 16, 2013, at which time they will be delivered to the Council Chamber, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011, and thereafter be publicly opened and read aloud in accordance with Section 15.2 -2102, Code of Virginia (1950), as amended. The City reserves the right to cancel this Invitation for Bids and /or to reject any and all bids, to waive any informality or irregularity in the bids received, and to accept the bid which is deemed to be in the best interest of the City. The entity to whom any Parking Agreement may be awarded shall reimburse the City for the costs of any advertisements for this matter. The necessary bid form, a copy of the proposed Parking Agreement, the proposed Hotel Performance Agreement, the proposed Sale Agreement, and the proposed Ordinance may be obtained from the City Clerk's Office at the above address on and after Monday, December 2, 2013. Pursuant to the requirements of Sections 15.2 -2100, et seq., Code of Virginia (1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a public hearing on the above matter at its regular meeting to be held on Monday, December 16, 2013, at Notice of Public Hearing Parking Agreement 11 20 13 V.1 2 7:00 p.m., local time, or as soon thereafter as Council is available, in the Council Chamber, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. For further information on this matter, you may contact the Office of the City Clerk at (540) 853 -2541. All parties and interested persons may appear on the above date and time and be heard on the matter. If you are a person who needs accommodations for this hearing, please contact the City Clerk's Office at (540) 853 -2541 before 12:00 noon on the Thursday before the date of the hearing listed above. GIVEN under my hand this26t1day of November, 2013. Notice of Public Bearing Parking Agreement 11 20 13 V.1 3 Stephanie M. Moon, City Clerk. Note to Publisher: Please publish twice in the Roanoke Times, legal notices, once on Monday, December 2, 2013, and once on Monday, December 9, 2013. Please send bill to: R. Brian Townsend Assistant City Manager for Community Development 364 Noel C. Taylor Municipal Building 215 Church Avenue, S.W. Roanoke, VA 24011 (540) 853 -2333 Notice of Public Hearing Parking Agreement 1120 13 VA 4 Please send affidavit of publication to: Stephanie M. Moon City Clerk's Office 456 Noel C. Taylor Municipal Building 215 Church Avenue, S. W. Roanoke, VA 24011 (540) 853 -2541 STEPHANIE M. MOON, MMC City Clerk Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540) 853 -2541 Paz: (540)853 -7145 E -mail: clerk@ronnokeva.gov December 17, 2013 JONATHAN E. CRAFT, CMC Deputy City Clerk CECELI A T. W EBB, CMC Assistant Deputy City Clerk I am attaching copy of Ordinance No. 39831 - 121613 executing a Performance Agreement Regarding Construction Period Economic Development Grant among the City of Roanoke (City), the Economic Development Authority of the City of Roanoke, Virginia, (EDA), and South Commonwealth Partners, LLC, that provides for grants not to exceed a total of $700,000.00 subject to certain undertakings and obligations by the parties in connection with the development of certain portions of City -owned property located at 25 Church Avenue, S. E., for the construction and operation of a hotel; authorizing the City Manager to take such actions and execute such documents as may be necessary to provide for the implementation, administration, and enforcement of such Performance Agreement; and repealing Ordinance No. 39631- 041513 adopted April 15, 2013. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013, and is in full force and effect upon its passage. Sincere) rn' rr(' Stephanie M. Moon, MMC l City Clerk Attachment pc: Harwell S. Darby, Jr., Secretary, Economic Development Authority, Glenn, Feldmann, Darby and Goodlatte, P. O. Box 2887, Roanoke, Virginia 24001 Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Wayne Bowers, Director, Economic Development 0 IN THF, COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39831- 121613. AN ORDINANCE authorizing the proper City officials to execute a Performance Agreement Regarding Construction Period Economic Development Grant among the City of Roanoke (City), the Economic Development Authority of the City of Roanoke, Virginia, (EDA), and South Conuuonwealth Partners, LLC, that provides for grants not to exceed a total of $700,000 subject to certain undertakings and obligations by the parties in connection with the development of certain portions of City -owned property located at 25 Church Avenue, S.E., Roanoke, Virginia 24011 for the construction and operation of a hotel; authorizing the City Manager to take such actions and execute such documents as may be necessary to provide for the implementation, administration, and enforcement of such Performance Agreement; repealing Ordinance No. 39631 - 041513, adopted April 15, 2013; and dispensing with the second reading by title of this Ordinance. WHEREAS, South Commonwealth Partners, LLC, has proposed the development, construction, and operation of a hotel project within (i) approximately 11,500 square feet of the first floor of Market Garage, located at 25 Church Avenue, S.E., Roanoke, Virginia 24011, (ii) in a portion of the air rights above the Market Garage, and (iii) such easements as are required for the development, construction, and operation of the hotel (the "Hotel Project'), as set forth in the City Council Agenda Report dated December 16, 2013; WHEREAS, such development of the site will require significant infrastructure costs and other costs for the development of the Hotel Project; WHEREAS, South Commonwealth Partners, LLC, has requested an economic development grant through the EDA to assist with certain costs incurred in bringing all utilities 1 required for the Hotel Project, including modifications or infrastructure improvements to the Market Garage required for the Hotel Project, to include the upper most deck of the Market Garage; WHEREAS, City staff has advised Council that such Hotel Project will benefit economic development within the City and the Roanoke Region, and the Hotel Project will produce additional tax revenues, services, and benefits to the citizens of the City and Roanoke Region; WHEREAS, the City and the EDA wish to encourage South Commonwealth Partners, LLC, to complete the Hotel Project in order to enhance and promote economic development within the City and the Roanoke Region; and WHEREAS, on April 15, 2013, City Council approved a previous request for an economic development grant through the EDA to assist in certain costs incurred by South Commonwealth Partners, LLC, but such grant and proposed Performance Agreement has been substantially changed and a new Performance Agreement has been agreed to among the parties. Accordingly, City staff requests Council to repeal the previously approved Ordinance No. 39631 - 041513, adopted April 15, 2013, since the prior proposed Performance Agreement will be replaced by the Performance Agreement attached to the above mentioned Agenda Report, THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: 1. For reasons set forth above, Ordinance No. 39631-041513, adopted April 15, 2013, is hereby REPEALED. 2. City Council hereby approves the terms of the Performance Agreement Regarding Construction Period Economic Development Grant among the City, the EDA, and South Commonwealth Partners, LLC, as set forth in the attachment to the City Council Agenda Report dated December 16, 2013, which provides for certain undertakings and obligations by South Commonwealth Partners, LLC, as well as certain undertakings by the City and the EDA, City 2 Council further finds that the economic development grant provided for by the Performance Agreement Regarding Construction Period Economic Development Grant will promote economic development within the City and the Roanoke Region and will be of economic benefit to the City and its citizens. 3. The City Manager is hereby authorized on behalf of the City to execute a Performance Agreement Regarding Construction Period Economic Development Grant among the City, the EDA, and South Commonwealth Partners, LLC, upon certain terms and conditions as set forth in the City Council Agenda Report dated December 16, 2013. The Performance Agreement Regarding Construction Period Economic Development Grant shall be substantially similar to the one attached to such Agenda Report and in a form approved by the City Attorney. Such Performance Agreement will also be subject to approval by the EDA. 4. The City Manager is further authorized to take such actions and execute such documents as may be necessary to provide for the implementation, administration, and enforcement of such Performance Agreement. Such other documents shall be in a form approved by the City Attorney. 5. Pursuant to the provisions of §12 the City Charter, the second reading of this Ordinance by title is hereby dispensed with. ATTEST: $j (��. d ► 1 ° X1'1 D u� City Cleric. / K IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39832 - 121613. AN ORDINANCE to appropriate funding from the Economic and Community Development Reserve for the Market Garage Hotel Development — South Commonwealth Partners project, amending and reordaining certain sections of the 2013 -2014 Capital Projects Fund Appropriations, and dispensing with the second reading by title of this ordinance. BE IT ORDAINED by the Council of the City of Roanoke that the following sections of the 2013 -2014 Capital Projects Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows: Appropriations Appropriated from General Revenue 08- 310 - 9637 -9003 $ 350,000 Fund Balance Economic and Community Development 08 -3365 (350,000) Reserve - Unappropriated Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: X4� "-) . ry) 60'ri City Clerk. Ns COUNCIL CITY AGENDA REPORT S� To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Performance Agreement among the City of Roanoke, Economic Development Authority of the City of Roanoke, Virginia and South Commonwealth Partners, LLC, for Construction - Related Activities Associated with Development at 25 Church Avenue, S.E. Background: On August 29, 2012, the City of Roanoke (City) and South Commonwealth Partners, LLC, (Buyer) executed a Contract for Sale of Real Estate (Original Sale Contract) in which the City agreed to sell, and Buyer agreed to purchase, (i) the commercial /retail space, consisting of approximately 11,500 square feet, which space is to be converted into a commercial condominium, consisting of two (2) condominium units; (ii) a portion of air rights above the Market Garage in which Buyer will construct a hotel with at least 123 rooms and not more than 130 rooms; and (iii) all necessary easements to enable Buyer to develop, construct, and operate the Hotel Project. The City and Buyer amended the Original Sale Contract by Amendment No. 1 dated July 29, 2013, to extend the term of the Original Sale Contract to December 31, 2013.The City and Buyer are further seeking to amend, restate, and replace the Original Sale Contract, as amended, with the First Amended and Restated Contract for Sale of Real Estate (Amended Sale Contract). The Amended Sale Contract is the subject of a separate City Council Report dated December 16, 2013. As a condition of the Amended Sale Contract, the City has agreed to provide funds to the Economic Development Authority of the City of Roanoke, Virginia (EDA) so that EDA may provide a grant pursuant to a Performance Agreement Regarding Construction Period Economic Development Grant (Construction Grant Agreement) to Buyer for certain costs incurred by Buyer in bringing all utilities required for the Hotel Project, including modifications or infrastructure improvements to the Market Garage required for the Hotel Project, to the upper most deck of the Market Garage in an amount not to exceed $700,000 (EDA Construction Grant). Approval of this Construction Grant Agreement would also repeal the prior Performance Agreement approved by City Council on April 15, 2013, pursuant to Ordinance No.39631- 041 51 3, which provided for an economic development grant as set forth in the Original Sale Contract, but which is now being replaced by the economic development grant set forth in this report. Considerations: The Construction Grant Agreement sets forth the obligations of Buyer in order to qualify for and receive an initial grant, and then subsequent grants, including, but not limited to, the following terms: At each time Buyer requests distribution of a portion of the EDA Construction Grant as set forth in the Construction Grant Agreement, Buyer will be required to certify performance under and compliance with Buyer's obligations as stated in the Performance Agreement for Hotel Development, Construction, Operation, and Maintenance to be executed by and between Buyer and the City (Hotel Performance Agreement). 2. Provided Buyer meets the requirement prescribed immediately above and other conditions of the Construction Grant Agreement, the EDA will make up to a total of three EDA Construction Grants to Buyer in a total amount equal to the lesser of $700,000 or Buyer's actual costs incurred for installation of utilities and infrastructure improvements. To qualify for disbursements under the Construction Grant Agreement, Buyer will be required to certify it has reached the following milestones: a. First Request - At the time Buyer submits its first request for the sum of Three Hundred Thousand Dollars ($300,000.00), Buyer will be required to certify Buyer has expended of at least Two Million Four Hundred Thousand Dollars ($2,400,000.00) in costs in constructing the Hotel Project; b. Second Request - At the time Buyer submits its second request for the sum of up to Two Hundred Thousand Dollars ($200,000.00), Buyer will be required to: (i) certify Buyer has expended of at least Nine Million Dollars ($9,000,000.00) in constructing the Hotel Project; (ii) certify that Buyer has incurred costs and /or has paid for Utility Installations and Infrastructure Improvements (as defined and described in the Construction Grant Agreement) in the aggregate amount of at least $500,000; and (iii) provide a dated certification by Buyer's general contractor, verified by a certified public accountant, that the actual costs incurred and /or paid for by Buyer for construction costs and the Utility Installation and Infrastructure Improvements are at least $500,000; and c. Third Request - At the time Buyer submits its third request for the balance of the EDA Construction Grant in the amount of up to Two Hundred Thousand Dollars ($200,000.00), Buyer will be required to (i) certify that the construction of the Hotel Project is substantially complete; (ii) certify Buyer is in compliance with the terms and conditions of the Hotel Performance Agreement as of the date of the third request; and (iii) provide a dated certification by Buyer's general contractor, verified by a certified public accountant, that the actual costs incurred and /or paid for by Buyer for the Utility Installations and Infrastructure Improvements are in the aggregate amount of at least $700,000. This certification shall be accompanied by either (a) the written dated statement of the architect for Buyer that certifies that construction of the Hotel Project is substantially complete, or (b) a copy of the final permanent certificate of occupancy issued by the City Department of Planning, Building, and Development. 2 3. Buyer must submit all requests no later than June 30, 2017. EDA is not obligated to provide funds for any grant request submitted later than June 30, 2017. The other obligations of the parties are set forth in the attached proposed Construction Grant Agreement. Also, such Construction Grant Agreement is subject to the approval of the EDA. Recommended Action: Approve the terms of the Construction Grant Agreement among the City, EDA, and Buyer, as set forth in the attachment to this report, and determine that such Construction Grant Agreement will promote economic development within the City. Authorize the City Manager to execute such Construction Grant Agreement among the City, EDA, and Buyer, substantially similar to the one attached to this report, and to execute such other documents and to take such further actions as may be necessary to implement, administer, and enforce such Construction Grant Agreement, with the form of such Agreement, and such other documents, to be approved by the City Attorney. Repeal Ordinance No. 3963 1-041 51 3 for the reasons noted above. Adopt the accompanying Budget Ordinance to appropriate $350,000 from the Economic and Community Development Reserve to the Market Garage Hotel P. MORRILL City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Susan S. Lower, Director, Real Estate Valuation Wayne F. Bowers, Director, Economic Development Marc B. Nelson, Special Projects Coordinator, Economic Development 3 12.16.2013 DRAFT PERFORMANCE AGREEMENT REGARDING CONSTRUCTION PERIOD ECONOMIC DEVELOPMENT GRANT This Performance Agreement Regarding Construction Period Economic Development Grant (the "EDA Construction Grant Agreement ") is dated as of this day of 2013 by and among the City of Roanoke, Virginia, a municipal corporation, organized and existing under the laws of the Commonwealth of Virginia (the "City"), South Commonwealth Partners, LLC, a South Carolina limited liability company, and registered to conduct business in the Commonwealth of Virginia (the "Developer "), and the Economic Development Authority of the City of Roanoke, Virginia, an industrial development authority organized and existing under the laws of the Commonwealth of Virginia ( "EDA "). RECITALS WHEREAS, AHG Hotels, LLC, a South Carolina limited liability company ( "AHG ") and the City entered into a non - binding letter of intent dated November 22, 2011 and entitled "Letter of Intent (LOI) to Purchase Portions of Market Garage located at 25 Church Avenue, S.E., Roanoke, Virginia 24011" ( "Hotel Site "), the terms of which have been extended by the parties by letters of extension dated March 15, 2012, July 17, 2012, December 20, 2012, and June 28, 2013 (hereinafter, the letter of intent, as extended, is referred to as "LOP'); WHEREAS, pursuant to the LOI, AHG and the City agreed to negotiate the terms under which AHG or its designee could purchase certain rights from the City to construct a hotel (the "Hotel Project') in, on, or above the Market Garage located at 25 Church Avenue, S.E., Roanoke, Virginia, (the "Market Garage "); WHEREAS, pursuant to Section 2 of the LOI, AHG reserved a right to designate an entity to purchase the interests in, on and above the Market Garage for the Hotel Project and AHG designated Developer as such entity; WHEREAS, Developer and the City have executed a Contract for Sale of Real Estate dated August 29, 2012, as amended by Amendment No. 1 dated July 29, 2013, and as amended, restated, and replaced by the First Amended and Restated Contract for Sale of Real Estate dated 2013 (the "Sale Agreement') in which the City agreed to sell, and Developer agreed to purchase, (i) the commercial /retail space, consisting of approximately 11,500 square feet, which space is to be converted into a commercial condominium, consisting of two (2) condominium units (the "Condominium "); (ii) a portion of air rights above the Market Garage in which Developer will construct a hotel with at least 123 rooms and not more than 130 rooms (the "Air Rights ") (the Condominium and the Air Rights are referred to hereinafter collectively as the "Property "); and (iii) all necessary easements to enable Developer to develop, 12.16.2013 DRAFT construct, and operate the Hotel Project (the "Easements ") (the Property and the Easements are more particularly described in the Sale Agreement); WHEREAS, as a condition of the Sale Agreement, the City agreed to provide funds to EDA so that EDA may provide a grant to Developer for certain costs incurred by Developer in bringing all utilities required for the Hotel Project, including modifications or infrastructure improvements to the Market Garage required for the Hotel Project, to the upper most deck of the Market Garage ( "Utility Installations and Infrastructure Improvements ") in an amount not to exceed $700,000 which Utility Installations and Infrastructure Improvements are detailed in Exhibit A attached hereto and made a part hereof; WHEREAS, the City and EDA have determined that: (i) the Hotel Project will promote economic development within the City and Roanoke Region; and (ii) the Hotel Project will produce additional tax revenues, services, and benefits to the citizens of the City and Roanoke Region; WHEREAS, EDA, based upon the undertakings of Developer, has determined to make an economic development grant to Developer from funds to be provided to EDA by the City, all in accordance with the terms of this EDA Construction Grant Agreement; WHEREAS, the Parties wish to reduce to writing the understandings of the Parties in this matter; and WHEREAS, Developer is willing to perform its obligations in accordance with this EDA Construction Grant Agreement. NOW, THEREFORE, the Parties agree that the above Recitals are hereby incorporated into and made a part of this EDA Construction Grant Agreement, and for and in consideration of the mutual covenants and conditions set forth herein, and for other good and valuable consideration the receipt and sufficiency of which the parties hereto acknowledge, Developer, the City, and EDA agree as follows: SECTION 1. FDA ECONOMIC DEVELOPMENT GRANT. 1.1 Subject to the terms of this EDA Construction Grant Agreement, EDA will make up to three grant payments to Developer in a total amount equal to the lesser of (a) $700,000 or (b) Developer's actual costs incurred for Utility Installations and Infrastructure Improvements (the "EDA Construction Grant "). The purpose of the EDA Construction Grant is to assist in the development, construction, completion, and opening of the Hotel Project. The obligations of EDA hereunder are special obligations of EDA limited solely to those funds provided by the City and received by EDA pursuant to the terms of this EDA Construction Grant Agreement. 1.2 The obligations of the City to provide funds to EDA and EDA to make the EDA Construction Grant payments are expressly subject to Developer's performing and being in compliance with Developer's obligations under the terms of the Performance 2 12.16.2013 DRAFT Agreement for Hotel Development, Construction, Operation, and Maintenance by and between Developer and the City dated , 2013 (the "Hotel Performance Agreement') at each time Developer requests distribution of a portion of the EDA Construction Grant. SECTION 2. DISTRIBUTION OF DEVELOPMENT GRANT. 2.1. In accordance with Section 2.2 hereof, EDA shall make the EDA Construction Grant to Developer in three (3) installments upon the written confirmation, to the satisfaction of EDA, of the following: (i) Receipt of funds by EDA from the City sufficient to fund the EDA Construction Grant, without conditions, and (ii) Receipt of a completed and executed request in the form of Exhibit B attached hereto (a "Request'), which Request includes the Certifications of Developer. (iii) For purposes of this EDA Construction Grant Agreement, Certifications of Developer shall mean: (a) At the time Developer submits its first Request for the sum of Three Hundred Thousand Dollars ($300,000.00) from EDA, Developer shall certify (1) that Developer has expended at least Two Million Four Hundred Thousand Dollars ($2,400,000.00) in costs in constructing the Hotel; and (2) Developer is in compliance with the terns and conditions of the Hotel Performance Agreement as of the date of the first request. This certification shall be accompanied by the written dated statement of the general contractor for Developer that indicates the aggregate amount of the total costs of construction of the Hotel, the aggregate dollar amount of requests for payment submitted by the general contractor, subcontractors, and suppliers, and the aggregate dollar amount paid to the general contractor, subcontractors, and suppliers as of the date of the statement. (b) At the time Developer submits its second Request for the sum of up to Two Hundred Thousand Dollars ($200,000.00) from EDA, Developer shall (i) certify that Developer has expended at least Nine Million Dollars ($9,000,000.00) in costs in constructing the Hotel; (ii) certify that Developer has incurred costs and has paid for Utility Installations and Infrastructure Improvements in the aggregate amount of at least $500,000; and (iii) provide a dated certification by the general contractor for Developer, with sufficient documentation and verified by a certified public accountant, that the actual costs incurred and paid for by the Developer for the Utility Installation and Infrastructure Improvements are at least $500,000. This certification shall be accompanied by a written dated statement of the general contractor for the Developer that indicates the aggregate amount of the total costs of construction of the Hotel, the aggregate dollar amount of requests for payment submitted by the general contractor, subcontractors, and suppliers, and the 3 12.16.2013 DRAFT aggregate amount paid to the general contractor, subcontractors, and suppliers as of the date of the statement. (c) At the time Developer submits its third Request for the balance of the FDA Construction Grant from FDA in the amount of up to Two Hundred Thousand Dollars ($200,000.00), Developer shall (i) certify that the construction of the Hotel is substantially complete; (ii) certify that Developer is in compliance with the terms and conditions of the Hotel Performance Agreement as of the date of the third request, and (iii) provide a dated certification by the general contractor for Developer, with sufficient documentation, and verified by a certified public accountant, that the actual costs incurred and paid for by Developer for the Utility Installations and Infrastructure Improvements are in the aggregate amount of at least $700,000. This certification shall be accompanied by either (a) the written dated statement of the architect for Developer that certifies that construction of the Hotel is substantially complete, or (b) a copy of the final certificate of occupancy issued by the City Department of Planning, Building, and Development. 2.2 A Request shall include the Certifications of Developer as applicable. Upon receipt of a Request, and written approval by FDA and the City, FDA will distribute the portion of the FDA Construction Grant set forth in the Request within 10 business days. Under no circumstances shall the FDA Construction Grant be a general obligation of FDA. The obligations of FDA shall be limited solely to funds received from the City pursuant to the FDA Construction Grant Agreement. 2.3 FDA may disapprove a Request which is not in accordance with the terms of this Agreement and require a revised Request be submitted. In this event, FDA shall provide written notice to Developer stating the basis for disapproval and any defect in the Request and specifying the required additional information. Developer shall submit the revised or resubmitted Request within 30 days of receipt of the disapproval and upon approval by FDA, FDA shall distribute the portion of the FDA Construction Grant set forth in the Request. 2.4 In the event that Developer (i) fails to submit all Requests by June 30, 2017, or (ii) if either of the Requests is not approved by FDA, and Developer fails to submit a revised Request which complies with the provisions of this Agreement by August 31, 2017, then all obligations of the City and FDA under this FDA Construction Grant Agreement shall terminate and neither the City nor FDA shall have any obligation to fund, distribute, or provide any outstanding part of the FDA Construction Grant to Developer. 2.5 FDA agrees to deposit funds received from the City pursuant to this FDA Construction Grant Agreement into the investment account of FDA and such deposit shall be designated for and limited to this FDA Construction Grant Agreement. However, if the FDA does not pay all such funds to the Developer in accordance with this FDA Construction Grant Agreement the FDA will return any remaining funds to the City within 30 days of any City request. 4 12.16.2013 DRAFT SECTION 3. REIMBURSEMENT OF FEES AND EXPENSES OF EDA. Developer shall pay all reasonable fees, costs, and expenses of EDA incurred by EDA in connection with this EDA Construction Grant Agreement, including any claims or litigation of any type, together with the reasonable attorney's fees incurred by EDA, but as to the approval of this EDA Construction Grant such amount will not exceed $5,000.00. Payment of such expenses and attorney's fees shall not be made from proceeds of the EDA Construction Grant or any other EDA Grant. EDA will submit statements to Developer for such items and Developer will pay such statements within 30 days after such receipt of the invoice by Developer. SECTION 4. COOPERATION. Each party agrees to cooperate with the other in a reasonable manner to carry out the intent and purpose of this EDA Construction Grant Agreement. SECTION 5. RESPONSIBILITY OF THE PARTIES. The parties to this EDA Construction Grant Agreement will be responsible for the actions, or omissions of its officers, employees, and agents acting within the scope of their employment in connection with the Hotel Project, the Property, and the activities provided for in this EDA Construction Grant Agreement to the extent permitted by law, but nothing contained herein shall be construed as a waiver of the immunity defenses available and afforded to the City and /or EDA. SECTION 6. COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION LAW. Developer agrees to and shall comply with all applicable federal, state, and local laws, ordinances, and regulations, including all applicable licensing requirements. Developer further agrees that Developer does not, and shall not during the performance of this EDA Construction Grant Agreement knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986. SECTION 7. NONWAIVER. Each party agrees that any party's waiver or failure to enforce or require performance of any term or condition of this EDA Construction Grant Agreement or any party's waiver of any particular breach of this Grant Performance Agreement by the other party extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of this EDA Construction Grant Agreement or a waiver of any other breach of the EDA Construction Grant Agreement by any party and does not bar the nondefaulting party from requiring the defaulting party to comply with all the terms and conditions of the Hotel Performance Agreement and does not bar the nondefaulting party from asserting any and all rights and /or remedies it has or might have against the defaulting party under this EDA Construction Grant Agreement or by law. 5 12.16.2013 DRAFT SECTION 8. FORUM SELECTION, CHOICE OF LAW, AND DISPUTES. This EDA Construction Grant Agreement shall be governed, interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any cause of action regarding the rights and duties of the parties must be brought in the Circuit Court or General District Court for the City of Roanoke, Virginia. This EDA Construction Grant Agreement is not subject to the conflict of laws provisions of the Commonwealth of Virginia, and all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties further waive and agree not to assert in any such action, suit or proceeding, that such party is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought in an inconvenient forum or that the venue of the action, suit, or proceeding is improper. SECTION 9. SEVERABILITY. If any provision of this EDA Construction Grant Agreement, or the application of any provision hereof to a particular entity or circumstance, shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this EDA Construction Grant Agreement shall not be affected and all other terms and conditions of this EDA Construction Grant Agreement shall be valid and enforceable to the fullest extent permitted by law. SECTION 10. FAITH BASED ORGANIZATIONS. Pursuant to Virginia Code Section 2.2- 4343.1, be advised that the City does not discriminate against faith -based organizations. SECTION 11. ASSIGNMENT. Developer shall not assign or transfer any part of this EDA Construction Grant Agreement to any party without the prior written consent of the City, which the City may grant or withhold in its sole discretion. A change in the membership ownership of Developer shall not constitute an assignment provided that the controlling equity interest in the Developer remains to be held by Paul C. Aughtry, III. SECTION 12. SUCCESSORS AND ASSIGNS. The terms, conditions, provisions, and undertakings of this EDA Construction Grant Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and permitted assigns. SECTION 13. FORCE MAJEURE. A delay in, or failure of, performance by any party, shall not constitute a default, nor shall the Developer, EDA, or the City be held liable for loss or damage, or be in breach of this EDA Construction Grant Agreement, if and to the extent that such delay, failure, loss, or damage is caused by an occurrence beyond the reasonable control of such party, and its agents, employees, 6 12.16.2013 DRAFT contractors, subcontractors, and consultants, including results from Acts of God or the public enemy, compliance with any order or request of any governmental authority or person authorized to act therefore, acts of declared or undeclared war, public disorders, rebellion, sabotage, revolution, earthquake, floods, riots, strikes, labor or equipment difficulties, delays in transportation, inability to obtain necessary materials or equipment or permits due to existing or future laws, rules or regulations of governmental authorities or any other causes, whether direct or indirect, and which by the exercise of reasonable diligence said party is unable to prevent. For purposes of this FDA Construction Grant Agreement any one delay caused by any such occurrence shall not be deemed to last longer than six (6) months and the party claiming delay caused by any and all such occurrences shall give the other party written notice of the same within 30 days after the date such claiming party learns of or reasonably should have known of such occurrence. Notwithstanding anything else set forth above, after a total of nine (9) months of delays of any type have been claimed by a party as being subject to force majeure, no further delays or claims of any type shall be claimed by such party as being subject to force majeure and /or being an excusable delay. SECTION 14. HEADINGS. The captions and headings in this EDA Construction Grant Agreement are for convenience and reference purposes only and shall not affect in any way the meaning and interpretation of this EDA Construction Grant Agreement. SECTION 15. COUNTERPART COPIES. This EDA Construction Grant Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. SECTION 16. AUTHORITY TO SIGN. The persons who have executed this EDA Construction Grant Agreement on behalf of the parties represent and warrant they are duly authorized to execute this EDA Construction Grant Agreement on behalf of their respective entities. SECTION 17. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, addressed as follows (or any other address the party to be notified may have designated to the sender by like notice): 12.16.2013 DRAFT If to City: City of Roanoke, Virginia Attn: City Manager Noel C. Taylor Municipal Building, Room 364 215 Church Avenue, S.W. Roanoke, VA 24011 Fax No. 540 -853 -1138 With a copy to: City of Roanoke, Virginia Attn: Economic Development Director 117 Church Avenue, S.W. Roanoke, VA 24011 Fax No. 540- 853 -1213 If to EDA: Chair, Economic Development Authority of the City of Roanoke, Virginia c/o Roanoke City Department of Economic Development 117 Church Avenue S.W. Roanoke, VA 24011 Fax No. 540- 224 -8050 With a copy to: Harwell M. Darby, Jr., Esquire Glenn, Feldmann, Darby & Goodlatte 37 Campbell Avenue, S.W. Roanoke, VA 24011 Fax No. 540- 224 -8050 If to Developer: Paul C. (Bo) Aughtry, III, South Commonwealth Partners, LLC c/o Windsor / Aughtry Company, Inc. P.O. Box 16449 Greenville, SC 29606 -7449 Fax No. (864) 370 -0042 With a copy to: J. Nelson Galbreath, Esq. Nelson Galbreath, LLC 25 East Court Street, Suite 201 Greenville, SC 29601 Fax No. (864) 232 -3766 Notice shall be deemed delivered upon the date of personal service, two days after deposit in the United States mail, or the day after delivery to a nationally recognized overnight courier. s 12.16.2013 DRAFT SECTION 18. NONDISCRIMINATION. During the term of this EDA Construction Grant Agreement, Developer agrees as follows: A. Developer shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Developer. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. Developer in all solicitations or advertisements for employees placed by or on behalf of Developer shall state Developer is an equal opportunity employer. C. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. SECTION 19. AGREEMENT SUBJECT TO FUNDING. This EDA Construction Grant Agreement is or may be subject to funding and /or appropriations from federal, state, and /or local governments and /or agencies and /or from the Council of the City of Roanoke. If any such funding is not provided, withdrawn, or otherwise not made available for this EDA Construction Grant Agreement, with the result that the City is unable to perform its obligations hereunder, the City shall give written notice to Developer of such unavailability of funding. SECTION 20. COMPLIANCE WITH STATE LAW, FOREIGN AND DOMESTIC BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE COMMONWEALTH OF VIRGINIA. Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended, which provides that a contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law. Developer shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract or agreement. The City or EDA may void this EDA Construction Grant Agreement if Developer fails to remain in compliance with the provisions of this section. However, the City and EDA agree that Developer may cure this matter 30 days after notice. 9 12.16.2013 DRAFT SECTION 21. DRAFTING OF THE EDA CONSTRUCTION GRANT AGREEMENT. The provisions of this EDA Construction Grant Agreement shall not be construed in favor of or against either party, but shall be construed according to their fair meaning as if all parties jointly prepared this EDA Construction Grant Agreement. SECTION 22. REPORTS TO EDA AND THE CITY. The City, EDA, and Developer shall maintain all books, records, and other documents relating to this EDA Construction Grant Agreement for a period of five (5) years after the end of each fiscal year included in this EDA Construction Grant Agreement. The City, EDA, and Developer, and their authorized employees, agents, and /or representatives, shall have reasonable access to and the right to examine, copy, and /or audit any of such materials of the other parties during the term of this EDA Construction Grant Agreement and /or retention period in connection with this EDA Construction Grant Agreement. SECTION 23. ENTIRE AGREEMENT. This EDA Construction Grant Agreement, together with any exhibits, attachments, and referenced items, constitutes the entire agreement of the parties and supersedes all prior agreements between the parties. No amendment to this EDA Construction Grant Agreement shall be valid unless made in writing and signed by the appropriate parties. SIGNATURE PAGE TO FOLLOW 10 12.16.2013 DRAFT IN WITNESS WHEREOF, the City, EDA, and Developer have executed this EDA Construction Grant Agreement by their authorized representatives. WITNESS: Printed Name and Title WITNESS: Name and Title (SEAL) WITNESS: Linda D. Frith, Secretary Approved as to form: City Attorney Approved as to form: EDA Attorney CITY OF ROANOKE, VIRGINIA By: Christopher P. Morrill, City Manager SOUTH COMMONWEALTH PARTNERS, LLC Developer IC Name and Title ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINIA BY: Charles E. Hunter, III, Chair Approved as to Execution: City Attorney Approved as to Execution: EDA Attorney The obligations of the City of Roanoke, Virginia to appropriate funds under this EDA Grant Performance Agreement have been appropriated pursuant to: Director of Finance Authorized by Ordinance No. 12.16.2013 DRAFT Exhibit A To Performance Agreement Regarding Construction Period Economic Development Grant SCHEDULE OF UTILITY INSTALLATIONS AND INFRASTRUCTURE IMPROVEMENTS Utility Installations and Infrastructure Improvements to the Market Garage necessary to prepare the Facility for hotel construction which work will be done by Developer through the use of easements from the City. Garage upgrades to meet current fire code: Sprinkler $246,000 Fire pump with transfer switch $55,000 Alarm enunciator $58,000 Generator $90,000 Pressurize stairs $22,000 Replace 36" handrails with 42" handrails & misc. steel $30,000 Hollow metal doors & hardware to enclose stairwells $6,800 Egress markings $5,500 Subtotal for upgrades to meet fire code $513,300 12 12.16.2013 DRAFT Screen for generator and mechanical equipment $116,000 Concrete work (includes remove and replace ground floor slab at $281,000 new lower elevation to achieve required ceiling height.) Plumbing (including new service line, upsize existing waste line, $96,000 domestic water pump and service line to get to elevation 1070) Electrical $62,000 Garage painting, VWC, and miscellaneous specialties $22,000 Garage HVAC $2,700 Bond $8,000 TOTAL $1,101,000 13 12.16.2013 DRAFT Exhibit B To Performance Agreement Regarding Construction Period Economic Development Grant EDA Construction Grant Request This EDA Construction Grant Request is submitted pursuant to that Performance Agreement Regarding Construction Period Economic Development Grant dated , 2013, (the "EDA Construction Grant Agreement ") by and among the City of Roanoke, Virginia, a Virginia municipal corporation (the "City "), South Commonwealth Partners, L.L.C., a South Carolina limited liability company, and registered to conduct business in the Commonwealth of Virginia ( "Developer") and the Economic Development Authority of the City of Roanoke, Virginia, an industrial development authority organized and existing under the laws of the Commonwealth of Virginia (the "EDA "). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the EDA Construction Grant Agreement. The EDA Construction Grant Agreement provides that Developer may make three requests to EDA for funds for an economic development grant, and which funds have been provided to EDA by the City, in an amount not to exceed a total of $700,000. The first request is limited to the sum of $300,000; the second request is limited to an amount equal to $200,000; and the third request is limited to an amount equal to the lesser of (i) $200,000, or (ii) the difference between (a) the Developer's actual costs incurred for Utility Installations and Infrastructure Improvements as defined in EDA Construction Grant Agreement and (b) the aggregate amount of the prior payments made to Developer pursuant to the prior EDA Construction Grant Requests. At the time of each request Developer must make certain certifications to EDA, and provide certain documentation to EDA. Developer warrants that it has complied, or will comply, with all of the terms and conditions of the FDA Construction Grant Agreement. Developer warrants: A. If, with respect to the first request [check here ( )], Developer certifies that: (i) Developer has expended at least Two Million Four Hundred Thousand Dollars ($2,400,000.00) in costs in constructing the Hotel as defined in the EDA Construction Grant Agreement; (ii) Developer is in compliance with the terms and conditions of the Hotel Performance Agreement as of the date of this first request; and (iii) Attached to this first request is the dated statement of the general contractor for Developer, and verified by a certified public account, which indicates the aggregate amount of the total costs of construction of the Hotel, the 14 12.16.2013 DRAFT aggregate dollar amount of requests for payment submitted by the general contractor, subcontractors and suppliers, and the amount paid to the general contractor, subcontractors, and suppliers. B. If, with respect to the second request [check here ( _J], Developer certifies that: (i) Developer has expended at least Nine Million Dollars ($9,000,000.00) in costs in constructing the Hotel as defined in the EDA Construction Grant Agreement; (ii) Developer has incurred and paid at least $500,000.00 for Utility Installations and Infrastructure Improvements; (iii) Developer is in compliance with the terms and conditions of the Hotel Performance Agreement as of the date of this second request; and (iv) Attached to this second request is the dated statement of the general contractor for Developer, and verified by a certified public account, which indicates (a) the aggregate amount of the total costs of construction of the Hotel, the aggregate dollar amount of requests for payment submitted by the general contractor, subcontractors and suppliers, and the aggregate amount paid to the general contractor, subcontractors, and suppliers; and (b) the actual costs incurred and paid for by Developer for Utility Installations and Infrastructure Improvements are equal to or greater than $500,000.00. C.If, with respect to the third request [check here ( _)], Developer certifies that: (i) Construction of the Hotel is substantially complete; (ii) Developer is in compliance with the terns and conditions of the Hotel Performance Agreement as of the date of this third request; (iii) Attached to this third request is the (a) dated certificate of substantial completion executed by the architect for Developer or (b) a copy of the final certificate of occupancy issued by the City Department of Planning, Building, and Development; and (iv) Attached to this third request is the dated certificate of a certified public accountant, with supporting detailed invoices, that Developer has incurred and paid for Utility Installations and Infrastructure Improvements (as described and defined in the EDA Construction Grant Agreement) in the aggregate amount of at least $700,000. However, if the amount of this third request is less than the total aggregate amount of $700,000, including the prior requests, such certificate shall state that the Developer has incurred 15 12.16.2013 DRAFT and paid at least the total aggregate amount of the prior requests and this third request for such Utility Installations and Infrastructure Improvements. Developer respectfully requests that the EDA process this EDA Construction Grant Request through its approval process, and, upon approval by EDA and the City pay the requested portion of the EDA Construction Grant in the amount of to Developer. However, such amount shall not exceed $300,000 for the first request, $200,000 for the second request, and $200,000 for the third request. Date: SOUTH COMMONWEALTH PARTNERS, LLC By: Manager 16 STEPHANIE M. MOON, MMC City Clerk Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540)853 -2541 Fax: (540) 853 -1145 E -mail: clerk @roanokeva.gov December 17, 2013 JONATHAN E. CRAFT, CIVIC Deputy City Clerk CECELIA T. WEBB, CMC Assistant Deputy City Clerk I am attaching copy of Ordinance No. 39833 - 121613 executing a Performance Agreement Regarding Operation Period Economic Development Grant among the City of Roanoke (City), the Economic Development Authority of the City of Roanoke, Virginia, (EDA), and South Commonwealth Partners, LLC, that provides for grants not to exceed a total of $1,500,000.00 subject to certain undertakings and obligations by the parties in connection with the development of certain portions of City -owned property located at 25 Church Avenue, S. E., for the construction and operation of a hotel; and authorizing the City Manager to take such actions and execute such documents as may be necessary to provide for the implementation, administration, and enforcement of such Performance Agreement. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, December 16, 2013, and is in full force and effect upon its passage. Sincerely, ll Step anie M. Moon, MMC City Clerk Attachment pc: Harwell S. Darby, Jr., Secretary, Economic Development Authority, Glenn, Feldmann, Darby and Goodlatte, P. O. Box 2887, Roanoke, Virginia 24001 Daniel J. Callaghan, City Attorney Ann H. Shawver, Director of Finance Wayne Bowers, Director, Economic Development IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 16th day of December, 2013. No. 39833 - 121613. AN ORDINANCE authorizing the proper City officials to execute a Performance Agreement Regarding Operation Period Economic Development Grant among the City of Roanoke (City), the Economic Development Authority of the City of Roanoke, Virginia, (EDA), and South Commonwealth Partners, LLC, that provides for grants not to exceed a total of $1,500,000 subject to certain undertakings and obligations by the parties in connection with the development of certain portions of City -owned property located at 25 Church Avenue, S.E., Roanoke, Virginia 24011 for the construction and operation of a hotel; authorizing the City Manager to take such actions and execute such documents as may be necessary to provide for the implementation, administration, and enforcement of such Performance Agreement; and dispensing with the second reading by title of this Ordinance. WHEREAS, South Commonwealth Partners, LLC, has proposed the development, construction, and operation of a hotel project within (i) approximately 11,500 square feet of the first floor of Market Garage, located at 25 Church Avenue, S.E., Roanoke, Virginia 24011, (ii) in a portion of the air rights above the Market Garage, and (iii) such easements as are required for the development, construction, and operation of the hotel (the "Hotel Project "), as set forth in the City Council Agenda Report dated December 16, 2013; WHEREAS, such development of the site will require significant costs for site development due to the Hotel Project being constructed on top of, within, and connected to the City's existing Market Garage structure; EDA EDA Ordinance Performance Agreement 12 16 13.doc 1 WHEREAS, South Commonwealth Partners, LLC, has requested an economic development grant through the EDA to assist with the cost of structural improvements to the Market Garage and related costs necessary to support construction of the Hotel Project; WHEREAS, City staff has advised Council that such Hotel Project will benefit economic development within the City and the Roanoke Region, and such Project will provide additional tax revenue and services to benefit the citizens of the City and the Roanoke Region; and WHEREAS, the City and the EDA wish to encourage South Commonwealth Partners, LLC, to complete the Hotel Project in order to entrance and promote economic development within the City and the Roanoke Region. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: 1. City Council hereby approves the terms of the Performance Agreement Regarding Operation Period Economic Development Grant among the City, the EDA, and South Commonwealth Partners, LLC, as set forth in the attachment to the City Council Agenda Report dated December 16, 2013, which provides for certain undertakings and obligations by South Commonwealth Partners, LLC, as well as certain undertakings by the City and the EDA. City Council further finds that the economic development grant provided for by the Performance Agreement Regarding Operation Period Economic Development Grant will promote economic development within the City and the Roanoke Region and will be of economic benefit to the City and its citizens. 2. The City Manager is hereby authorized on behalf of the City to execute a Performance Agreement Regarding Operation Period Economic Development Grant among the City, the EDA, and South Commonwealth Partners, LLC, upon certain terms and conditions as set forth in the City Council Agenda Report dated December 16, 2013. The Performance Agreement Regarding Operation Period Economic Development Grant shall be substantially 2 EDA EDA ordinance Performance Agreement 12 16 13_doc similar to the one attached to such Agenda Report and in a form approved by the City Attorney. Such Performance Agreement will also be subject to the approval of the EDA. 3. The City Manager is further authorized to take such actions and execute such documents as may be necessary to provide for the implementation, administration, and enforcement of such Performance Agreement. approved by the City Attorney. Such other documents shall be in a form 4. Pursuant to the provisions of §12 the City Charter, the second reading of this Ordinance by title is hereby dispensed with. ATTEST: A14" '- �� - r, D"� City Clerk. EDA EDA Ordinance Performance Agreement 12 16 13 ,doc 3 CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: December 16, 2013 Subject: Performance Agreement among the City of Roanoke, Economic Development Authority of the City of Roanoke, Virginia, and South Commonwealth Partners, LLC, for Structural Improvements to be Made to the Market Garage Located at 25 Church Avenue, S.E. Background: On August 29, 2012, the City of Roanoke (City) and South Commonwealth Partners, LLC, (Buyer) executed a Contract for Sale of Real Estate in which the City agreed to sell, and Buyer agreed to purchase, (i) the commercial /retail space, consisting of approximately 11,500 square feet, which space is to be converted into a commercial condominium, consisting of two (2) condominium units; (ii) a portion of air rights above the Market Garage in which Buyer will construct a hotel with at least 123 rooms and not more than 130 rooms; and (iii) all necessary easements to enable Buyer to develop, construct, and operate the Hotel Project (Original Sale Contract). Council authorized the execution of the Original Sale Contract pursuant to Ordinance No. 39485- 082012. The City and Buyer amended the Original Sale Contract by Amendment No. 1 dated July 29, 2013, to extend the closing date to December 31, 2013. The City and Buyer are further seeking to amend and replace the Original Sale Contract with the First Amended and Restated Contract for Sale of Real Estate (Amended Sale Contract). The Amended Sale Contract is the subject of a City Council Agenda Report dated December 16, 2013. Based on extensive discussions with the Buyer, the City recognized construction of the Facility will require significant costs for site development due to the Hotel Project being constructed on top of, within, and connected to the Market Garage. Buyer has requested economic development grants from the City through the Economic Development Authority of the City of Roanoke, Virginia (EDA) to assist with the cost of structural improvements to the Market Garage and related costs necessary to support construction of the Hotel Project to be performed by Buyer within easement areas granted by the City. Based on these discussions and in recognition of the development proposed by Buyer, the City and the EDA have proposed the Performance Agreement Regarding Operation Period Economic Development Grant (Operation Grant Agreement), a copy of which Operation Grant Agreement is attached to this City Council Agenda Report. The estimated development costs and the estimated structural costs are attached to the Operation Grant Agreement. Considerations: The Operation Grant Agreement sets forth the obligations of Buyer in order to qualify for and receive an initial grant, and subsequent grants, including, but not limited to, the following terms: 1. The EDA will make up to six (6) annual distributions of the Operation Grant, as defined and described in the Operation Grant Agreement, the total amount of which will not exceed $1,500,000.00. The list of eligible structural improvement costs is provided in Exhibit B of the Operation Grant Agreement. In order to qualify for any distributions of funds under the Operation Grant Agreement, Buyer must (i) expend at least $1,000,000.00 in allowable structural improvements; (ii) verify project expenditures of at least $15,000,000.00 as provided in Exhibit C of the Operation Grant Agreement; and (iii) must complete construction of the Hotel Project and open for business on or before June 30, 2017. 2. Subject to Buyer fulfilling its obligations as enumerated in the Operation Grant Agreement, the EDA will provide certain funds annually to Buyer, as provided from the City, to assist with the development of the Hotel Project. Buyer may request an annual grant for six (6) consecutive years starting on a date as described in the Operation Grant Agreement. The amount of the grant will be equal to fifty percent (50 %) of the designated revenue actually received by the City during the preceding grant year from real estate taxes and the non - dedicated portion of transient occupancy taxes generated by the Hotel Project. Due to the hotel industry practice that prevents Buyer from accepting reservations prior to the Hotel Project opening to the public, the minimum total revenue from the tax sources identified above must total at least $180,000.00 for the first grant year and at least $300,000.00 for each subsequent grant year in order for Buyer to make a grant request. The maximum amount of grant funds that Buyer may receive under the Operation Grant Agreement, subject to the Hotel Project's actual revenue performance, will not exceed $1,500,000.00. 3. The Operation Grant Agreement also provides for a reduction in the maximum amount of the Operation Grant by the sum of $20,000.00 per month, or any part of a month, after June 30, 2016, that Buyer fails to complete the construction of the Hotel Project and the necessary Structural Improvements to the Market Garage as well as to obtain a permanent certificate of occupancy for the Hotel Project. As noted above, Buyer will not be entitled to any distributions in the event that Buyer fails to open the Hotel Project by June 30, 2017. 4. The maximum amount of the Operation Grant is $1,500,000.00 or the actual amount paid for the Minimum Structural Costs (as defined in the Operation Grant Agreement) of at least $1,000,000.00; whichever is less. Buyer will not be entitled to any distributions in the event that the aggregate amount of the Minimum Structural Costs actually paid by Buyer is less than $1,000,000.00. 5. Buyer is provided the option of selecting the first Grant Year. That decision must be made by the first September 1 following the end of the fiscal year in which the Hotel Project opens for business to the public. 7 The other obligations of the parties are set forth in the attached proposed Operation Grant Agreement. Also, such Operation Grant Agreement is subject to the approval of the EDA. Recommended Action: Approve the terms of the Operation Grant Agreement among the City, EDA, and Buyer, as set forth in the attachment to this City Council Agenda Report and determine that the Operation Grant Agreement among Buyer, the EDA, and the City will promote economic development within the City. Authorize the City Manager to execute such Operation Grant Agreement among the City, EDA, and Buyer, substantially similar to the one attached to this report, and to execute such other documents and to take such further actions as may be necessary to implement, administer, and enforce such Operation Grant Agreement, with the form of such Operation Grant Agreement, and sher documents, to be approved by the City Attorney. Llh ----- ------------------- CHRISTOPHER P. MORRILL City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Susan S. Lower, Director, Real Estate Valuation Wayne F. Bowers, Director, Economic Development Marc B. Nelson, Special Projects Coordinator, Economic Development 3 12.16.2013 DRAFT PERFORMANCE AGREEMENT REGARDING OPERATION PERIOD ECONOMIC DEVELOPMENT GRANT This Performance Agreement Regarding Operation Period Economic Development Grant ( "EDA Operation Grant Agreement) is dated , 2013, by and among the City of Roanoke, Virginia, a municipal corporation ( "City "), South Commonwealth Partners, LLC, a South Carolina limited liability company ( "Developer "), and the Economic Development Authority of the City of Roanoke, Virginia, an industrial development authority organized and existing under the laws of the Commonwealth of Virginia ( "EDA "). RECITALS WHEREAS, Developer has proposed to construct at 25 Church Avenue, S.E., in the City, a Hampton Inn & Suite Hotel with at least 123 rooms and not more than 130 rooms (the "Facility" or "Hotel "); WHEREAS, construction of the Facility will involve the construction of the hotel rooms on top of the City's Market Garage, as situated at 25 Church Avenue, S.E., as shown as Official Tax Map No. 4015004, and as depicted on a certain Right -of -Way Vacation and Combination Plat prepared by Balzer and Associates, Inc. dated April 22, 2013 , a copy of which plat is attached hereto and made a part hereof as Exhibit A, and other improvements within the condominium units to be acquired by Developer within the Market Garage, and construction of the Facility will be in accordance with plans (the "Project Plans ") submitted to the City of Roanoke Planning, Building and Development Department dated December 3, 2013, (the "Project "); WHEREAS, Developer and the City have executed a Contract for Sale of Real Estate dated August 29, 2012, as amended by Amendment No. 1 dated July 29, 2013, and as amended, restated, and replaced by the First Amended and Restated Contract for Sale of Real Estate dated , 2013 (the "Sale Agreement ") in which the City agreed to sell, and Developer agreed to purchase, (i) the commercial /retail space, consisting of approximately 11,500 square feet, which space is to be converted into a commercial condominium, consisting of two (2) condominium units (the "Condominium "); (ii) a portion of air rights above the Market Garage in which Developer will construct a hotel with at least 123 rooms and not more than 130 rooms (the "Air Rights ") (the Condominium and the Air Rights are referred to hereinafter collectively as the "Property "); and (iii) all necessary easements to enable Developer to develop, construct, and operate the Hotel Project (the "Easements ") (the Property and the Easements are more particularly described in the Sale Agreement); 1 12.16.2013 DRAFT WHEREAS, the City recognizes that construction of the Facility will require significant costs for site development due to the Project being constructed on top of, within, and connected to the City's existing Market Garage structure ( "Market Garage "); WHEREAS, Developer has requested economic grants from the City through the EDA to assist with the cost of structural improvements to the Market Garage and related costs necessary to support construction of the Facility, which work will be performed by Developer within easement areas granted by the City (hereinafter, "Structural Improvements "), and the costs for the Structural Improvements are set forth in Exhibit B, attached hereto and made a part hereof, WHEREAS, the City and the EDA desire that development of the Project proceed, have determined such Project will promote economic development within the City and within the Roanoke Region, and such Project will provide additional tax revenue and services to benefit the citizens of the City and the Roanoke Region; WHEREAS, the EDA, based on the undertakings of Developer, has determined to make an annual economic development grant for a specified period to Developer from funds to be provided to the EDA by the City, all in accordance with the terms of this EDA Operation Grant Agreement; and WHEREAS, the parties wish to reduce to writing the agreement of the parties concerning thismatter. NOW, THEREFORE, the parties, in consideration of the promises and obligations contained in the above Recitals, which Recitals are incorporated herein and made a part hereof, and as set forth herein, mutually agree as follows: SECTION 1. EDA OPERATION GRANTS. Subject to the terms of this EDA Operation Grant Agreement, the EDA will make up to six (6) annual EDA Operation Grants (each an EDA Operation Grant), the total amount of which shall not exceed $1,500,000.00, to Developer in order to assist with Structural Improvements to the Market Garage related to constructing the Project for the purposes of promoting economic development in the City and the Roanoke Region. The EDA's obligations hereunder are not general obligations of the EDA, but are special obligations of the EDA limited to those funds which are provided by the City and received by the EDA under the terms set forth herein. SECTION 2. OBLIGATIONS OF DEVELOPER. Developer agrees and promises that in order to qualify to receive and to continue to receive each EDA Operation Grant for each grant year (as defined in this Agreement), Developer shall do or provide each of the following, all of which are material to this EDA Operation Grant Agreement: A. Provide to the EDA and the City, prior to the execution of this EDA Operation Grant Agreement, and at any time after its execution, sufficient documentation, as determined by the EDA and the City, establishing that Developer has the right, 2 12.16.2013 DRAFT C authority, and financial ability to develop the Property as contemplated by this EDA Operation Grant Agreement and to operate the Facility on such Property. By June 30, 2016, complete the construction of a Hampton Inn & Suites Hotel with at least 123 rooms (and not more than 130 rooms) and necessary Structural Improvements to the Market Garage on Church Avenue, as substantially shown in the Project Plans. Furthermore, by June 30, 2016, Developer shall obtain a permanent certificate of occupancy for the Facility and the Facility will be open to the public for business; or ii. Developer shall complete construction of the Facility and open the Facility to the public for business no later than June 30, 2017, and in the event that the Facility opens for business after June 30, 2016 and on or before June 30, 2017, the maximum amount of the EDA Operation Grant Funds shall be reduced in accordance with Section 3.F of this EDA Operation Grant Agreement. . iii. Time is of the essence. C. By June 30, 2016, Developer will have spent or caused to have been spent at least $15,000,000.00 on the development of the Facility (the "Minimum Development Costs "). The aggregate sum of the Minimum Development Costs shall include the cost of items shown on Exhibit C attached hereto and made a part hereof. The EDA or the City may request, in writing, that Developer provide sufficient documentation of the Minimum Development Costs and, if so, Developer shall provide such documentation within 30 days of any such written request. D. As part of the Minimum Development Costs, the amount of at least $1,000,000.00 must be spent or caused to have been spent by Developer for the items set forth in Exhibit B (the "Minimum Structural Costs "). Developer shall provide verification of the expenditures for such Minimum Structural Costs, and their related costs, referenced in Exhibit B, by submitting invoices, statements showing the cost of items, a spreadsheet showing such expenses, and /or other documents and information reasonably acceptable to the EDA and the City to document the expenditures incurred as Minimum Structural Costs, which information shall be provided at 6 month intervals from the date of this EDA Operation Grant Agreement through the completion of construction of the Facility. The costs shown in Exhibit B are specific to this EDA Operation Grant Agreement and shall not duplicate costs to be included in the "Performance Agreement Regarding Construction Period Economic Development Grant (the "EDA Construction Grant Agreement'). E. Verification of the expenditures submitted by Developer shall be sufficient to allow the EDA and the City to determine if Developer has met the expenditure requirements of Exhibit B and, if requested, Exhibit C. If the information submitted by Developer 3 12.16.2013 DRAFT for verification of the expenditures of either Exhibit B or C is not reasonably sufficient to evidence such expenditures, either the EDA or the City may request further documentation, which shall be provided by Developer within 30 days of receipt of the request for further documentation. All of the documents or information produced by Developer to verify such costs or expenditures shall be provided to the City and the EDA without any cost or charge to either the City or the EDA. F. Although specific items listed in Exhibits B and C show estimated expenses, as long as the total verified expenses for the items set forth in Exhibit B amount to $1,000,000 or more, and the total verified expenses for the items set forth in Exhibit C amount of $15,000,000 or more, the required expenses by Developer for each respective Exhibit shall have been satisfied. G. Developer shall file all appropriate and applicable real estate taxes, other taxes, fees, and other tax forms or notices with the City, ensure it has received assessments from the City for all such taxes and fees, and Developer shall pay on time all such taxes and fees to the City and not claim any exemptions from real estate taxes or other taxes or fees for any periods of time for which EDA Operation Grant funds are requested. Developer shall also ensure that the owner of the Property and any entity that may operate and /or manage the Facility and /or Property, if different than Developer, also complies with all the obligations of this Section 2 (G) and any other applicable provisions of this EDA Operation Grant Agreement. SECTION 3. EDA OPERATION GRANT. Subject to the conditions as set forth in this EDA Operation Grant Agreement, the EDA will provide certain grant funds, limited to those funds which are received by the EDA from the City, as set forth below, to Developer, in order to assist with the Structural Improvements to the Market Garage necessary to support construction of the Project, as follows: A. At the option of Developer, it may request a yearly EDA Operation Grant for (i) the Grant Year starting as of July 1, prior to the date the Facility opens to the public or (ii) the Grant Year starting July 1 after the Facility opens to the public, provided Developer must submit a request to the EDA each year for such an EDA Operation Grant and provide the EDA and the City sufficient documentation as to Developer's compliance with this Agreement. For purposes of this EDA Operation Grant Agreement, a "Grant Year" means July 1 through June 30 (for example, if the Facility opens on January 15, 2015, Developer may select as the first Grant Year either the period beginning (x) July 1, 2014 to June 30, 2015, or (y) July 1, 2015, to June 30, 2016). Developer shall notify the City and EDA, in writing, of Developer's selection of the first Grant Year on or before the first September 1 following the end of the fiscal year in which the Facility opens for business to the public. B. Such EDA Operation Grant may be requested for a maximum period of six (6) consecutive Grant Years, beginning with the first Grant Year selected by Developer in accordance with Section 3 (A) above. The six (6) year period shall continue to run L, 12.16.2013 DRAFT whether or not an EDA Operation Grant request is made for any particular Grant Year. All EDA Operation Grant requests must be submitted to the EDA between the period of September 1 and December 1, for the preceding Grant Year or no EDA Operation Grant will be considered or given for that particular Grant Year. For example, if Developer selects the first Grant Year to start on July 1, 2015, and wants to make a request for the first Grant Year of July 1, 2015, to June 30, 2016, Developer must do so between September 1, 2016, and December 1, 2016. Also, assuming the Hotel opens to the public on January 15, 2015, and Developer does not select July 1, 2014 — June 30, 2015 as the first Grant Year, the six (6) consecutive years for which an EDA Operation Grant could be requested would be July 1, 2015, through June 30, 2021. The City will cooperate with Developer by providing public information relevant to tax revenues received from the Property or the Project. C. The amount of each EDA Operation Grant request shall only be for an amount equal to 50% of the revenue amount actually received by the City during the preceding Grant Year, subject to the limits set forth in this EDA Operation Grant Agreement, that directly resulted from the Property or the Project and that came from real estate taxes and any non - dedicated transient occupancy taxes. Provided, however, any new or existing local tax or increase in the rate of any of the aforementioned taxes for the purpose of dedicating the incremental revenue, or any change in the amount currently dedicated, for a specific project or purpose shall be excluded from and not counted in the amount of tax revenue resulting from the Property or Project. As of the date of this EDA Operation Grant Agreement, the amount of non - dedicated revenue for transient occupancy taxes is 7 cents for every dollar paid as a room rate. In no event shall any EDA Operation Grant request be made or granted if the above total revenue from the tax sources identified in this paragraph for any Grant Year is less than the amounts as set forth in sections C (1) and C (2) below. The City acknowledges that industry practices and standards prevent Developer from accepting reservations prior to the Facility opening to the public for business. As such, in no event shall any EDA Operation Grant request be made or granted for Grant Year one if the above total amount of revenue from the applicable real estate taxes and non - dedicated portion of the transient occupancy taxes for that specific Grant Year is less than $180,000.00. 2. In no event shall any EDA Operation Grant request be made or granted for Grant Years two through six if the above total amount of revenue from the applicable real estate taxes and the non - dedicated portion of the transient occupancy taxes for that specific Grant Year request is less than $300,000.00. Furthermore, there shall be no carryover of any type from one Grant Year to the next Grant Year for any tax revenues received and /or funds from the prior Grant Year or Grant Years or for any purposes of determining the amount of revenue for a Grant Year. Each Grant Year shall be looked at separately to see if the requirements for an EDA Operation Grant request have been satisfied. 5 12.16.2013 DRAFT D. Subject to the provisions of Section 3(F) below, the maximum amount of all EDA Operation Grant funds Developer may receive under this EDA Operation Grant Agreement shall in no event exceed the lesser of the actual costs of Structural Improvements, verified by the Developer as set forth in this EDA Operation Grant Agreement or $1,500,000. Once this maximum amount is paid to Developer or the six (6) consecutive Grant Years application periods have expired, whichever first occurs, Developer may not make any further EDA Operation Grant requests and no further EDA Operation Grant requests will be considered. E. By way of example only, assuming Developer has complied with its obligations under this EDA Operation Grant Agreement, if the Facility opens on January 1, 2015, and Developer selects the short Grant Year, it would run from July 1, 2014, through June 30, 2015. If Developer wants to make an EDA Operation Grant request, it must deliver such request to the EDA between September 1 and December 1, 2015. Developer must show the total amount of revenue the City actually received only from the applicable real estate taxes and the non - dedicated portion of the transient occupancy taxes referred to in this EDA Operation Grant Agreement for the period of July 1, 2014, through June 30, 2015, amounted to over $180,000.00. Assuming the maximum amount of all EDA Operation Grant Funds are $1,500,000, the following examples show how the calculation would be made, with additional examples modifying some of the assumptions: 1. This example would apply only to Grant Year one: Total applicable revenue received by the City - $190,000.00 Since this amount is over the required $180,000.00 minimum required by this FDA Operation Grant Agreement, Developer could request a grant amount equal to 50% of the above amount of $190,000.00, which would equal a $95,000.00 FDA Operation Grant request 2. This example would apply only to Grant Year one: Total applicable revenue received by the City - $175,000.00 Since this amount is below the $180,000.00 minimum required by the EDA Operation Grant Agreement, no EDA Operation Grant request should be made and no EDA Operation Grant request would be approved. However, this would be considered a grant year of the total of 6 years for which an EDA Operation Grant request can be made. 3. This example would apply for Grant Years two through six: Total applicable revenue received by the City - $310,000.00 T 12.16.2013 DRAFT Since this amount is over the required $300,000.00 minimum required by the Agreement, Developer could request a grant amount equal to 50% of the above amount of $310,000.00, which would equal a $155,000.00 EDA Operation Grant request. 4. This example would apply for Grant Years two through six: Total applicable revenue received by the City - $290,000.00 Since this amount is below the $300,000.00 minimum required by the EDA Operation Grant Agreement, no EDA Operation Grant request should be made and no EDA Operation Grant request would be approved. However, this would be considered a grant year of the total of 6 Grant Years for which an EDA Operation Grant request can be made. F. Notwithstanding any other provisions of this EDA Operation Grant Agreement, the maximum amount of the EDA Operation Grant Funds shall be reduced by the sum of $20,000, for each month, or any part thereof, that Developer fails to satisfy the conditions of Section 2(13)(i) hereof. The following examples illustrate the implementation of this provision assuming all conditions, other than conditions noted in the examples, have been satisfied: 1. In the event that the Developer does not open for business as required pursuant to Section 2(B)(i) hereof, opens for business on November 15, 2016, and the Developer has spent $1,500,000 or more on Structural Improvements set forth in Exhibit B hereof, the maximum amount of all EDA Operation Grant funds shall not exceed $1,400,000. 2. Using the same example as above except that the Developer has spent $1,300,000 on Structural Improvements, the maximum amount of all EDA Operation Grant funds shall not exceed $1,200,000. SECTION 4. DISTRIBUTION OF EDA OPERATION GRANT FUNDS. Following the end of each Grant Year, upon Developer's compliance with the obligations set forth in this EDA Operation Grant Agreement, Developer may request in writing that the EDA obtain and provide the EDA Operation Grant funds mentioned above in accordance with the terms of this EDA Operation Grant Agreement. Such request must be accompanied by sufficient documentation to establish to the reasonable satisfaction of the EDA and the City Developer's compliance with the obligations set forth in this EDA Operation Grant Agreement. Upon receipt of such request, and approval by the EDA (approved request), the EDA will forward the approved request to the City Manager and Director of Economic Development. The written EDA Operation Grant request(s) from Developer to the EDA will be on a form approved by the EDA's counsel, attached hereto as Exhibit D. The EDA may disapprove any request not 7 12.16.2013 DRAFT complying with the terms of this Agreement or require a revised request be submitted. Should the EDA disapprove an EDA Operation Grant request or require that Developer submit a revised request, the EDA shall provide written notice to Developer stating the basis for disapproval and any defect in the EDA Operation Grant request and specifying the required additional information. Developer shall submit the revised or resubmitted request within 30 days of receipt of such written notice. After the EDA approves a request, the EDA will promptly make a written request to the City for the distribution to the EDA of the City's appropriation of such funds. The EDA will forward approved Grant requests to the City Manager as well as the Director of Economic Development. The City will process such approved request within 45 days of receipt thereof, subject to such funds being appropriated. The EDA will make any approved payment to Developer within 10 business days from the date of receipt of the funds from the City, provided, however, the EDA has no liability in the event the City delays processing the EDA's requisition. The EDA's obligations shall be limited to those funds which the EDA shall receive from the City and shall not be a general obligation, but a special obligation of the EDA. Furthermore, no EDA Operation Grant requests may be made by Developer or will be considered by the EDA after December 1 of the end of the sixth Grant Year or after the payment of the maximum EDA Operation Grant amount to Developer, whichever occurs first. SECTION 5. PAYMENT OF EDA'S FEES. Developer shall pay all reasonable fees, costs, and expenses of EDA incurred by EDA in connection with this EDA Operation Grant Agreement, including any claims or litigation of any type, together with the reasonable attorney's fees incurred by EDA, but as to this approval of this EDA Operation Grant Agreement such amount will not exceed $5,000.00. Payment of such expenses and attorney's fees shall not be made from proceeds of the EDA Operation Grant or any other EDA Grant. EDA will submit statements to Developer for such items and Developer will pay such statements within 30 days after such receipt of the invoice by Developer. SECTION 6. REPORTS TO THE EDA AND THE CITY. During the term of this EDA Operation Grant Agreement or until the maximum amount of all EDA Operation Grant funds allowed by this EDA Operation Grant Agreement has been paid to Developer, whichever occurs first, Developer agrees to report to and provide the EDA and the City on a semi - annual basis, on or before June 30 and December 31 of each year, sufficient information related to Developer's compliance with the conditions of this EDA Operation Grant Agreement and to provide appropriate documentation to support such compliance. Developer also agrees to allow the EDA, the City, and /or its representative to inspect, audit, copy, or examine any of Developer's books, documents, or other relevant materials in connection therewith upon written request by the EDA or the City. All such documents, infonmation (including electronic data), or access shall be provided or made available within 30 days of a written request from either the EDA or the City, at no cost to the EDA or the City. However, any such audit or examination will not be more frequent than twice within a calendar year. 0 12.16.2013 DRAFT SECTION 7. COMPLIANCE WITH LAWS. Developer agrees to comply with all applicable federal, state, and local laws, rules, and regulations in the performance of this EDA Operation Grant Agreement, including, but not limited to, obtaining timely paying, and maintaining a City business license. SECTION 8. COOPERATION. Each party agrees to cooperate with the other in a reasonable matter to carry out the intent and purpose of this EDA Operation Grant Agreement. SECTION 9. SEVERABILITY. If any term of this EDA Operation Grant Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this EDA Operation Grant Agreement, which will continue in full force and effect. The parties intend the remaining provisions of the EDA Operation Grant Agreement be enforced to the fullest extent permitted by applicable law. SECTION 10. AUTHORITY TO SIGN. The persons who have executed this EDA Operation Grant Agreement on behalf of the parties represent and warrant they are duly authorized to execute this EDA Operation Grant Agreement on behalf of their respective entities. SECTION 11. COUNTERPART COPIES. This EDA Operation Grant Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. SECTION 12. SUCCESSORS. The terms, conditions, provisions, and undertakings of this EDA Operation Grant Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. SECTION 13. NONDISCRIMINATION. During the performance or term of this EDA Operation Grant Agreement, Developer agrees as follows: A. Developer will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Developer. Developer agrees M 12.16.2013 DRAFT to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. Developer in all solicitations or advertisements for employees placed by or on behalf of Developer will state Developer is an equal opportunity employer. C. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. SECTION 14. ASSIGNMENT. Developer shall not assign or transfer any part of this EDA Operation Grant Agreement to any party without the prior written consent of the City which the City may grant or withhold in its sole discretion. A change in the membership ownership of Developer shall not constitute an assignment provided that the controlling equity interest in the Developer remains to be held by Paul C. Aughtry, III.. SECTION 15. INDEMNITY. Developer agrees to indemnify and hold harmless the EDA, the City, and their officers, directors, and employees free and harmless for and from any and all claims, causes of action, damages, or any liability of any type, including reasonable attorney's fees, on account of any claims by or any injury or damage to any persons or property growing out of or directly or indirectly resulting or arising in any way out of any actions, omissions, or activities of Developer or its agents, employees, or representatives arising out of or connected in any way to any of the matters involved in this EDA Operation Grant Agreement or any performance thereunder, except to the extent caused by the sole actions, omissions, or activities of the City, the EDA, or their agents or employees. SECTION 16. OPPORTUNITY TO CURE. Except for the requirements contained in Section 2 above, Developer shall not be deemed to have failed to perform or discharge any of Developer's duties or obligations in the other sections of this Agreement until such time as Developer receives written notice thereof and an opportunity to cure within thirty (30) days after written notice thereof, which notice shall specify the failure, or, if the failure is of such nature that it could not reasonably be cured within such thirty (30) day period and Developer does, within said thirty (30) day period, commences to cure such failure and thereafter proceed, with due diligence, to cure it as soon as is reasonably practicable under the circumstances, but in no event shall any such cure period be longer than a total of 60 days from the date of such notice. SECTION 17. FORUM SELECTION AND CHOICE OF LAW. This EDA Operation Grant Agreement shall be governed, interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any cause of action regarding the rights 10 12.16.2013 DRAFT and duties of the parties must be brought in the Circuit Court or General District Court for the City of Roanoke, Virginia. This EDA Operation Grant Agreement is not subject to the conflict of laws provisions of the Commonwealth of Virginia, and all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties further waive and agree not to assert in any such action, suit, or proceeding, that such party is not personally subject to the jurisdiction of such courts, that the action, suit, or proceeding, is brought in an inconvenient forum or that the venue of the action, suit, or proceeding is improper. SECTION 18. NONWAIVER. Each party agrees any party's waiver or failure to enforce or require performance of any term or condition of this EDA Operation Grant Agreement or any party's waiver of any breach of this EDA Operation Grant Agreement by any other party extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of this EDA Operation Grant Agreement or a waiver of any other breaches of the Agreement by any party and does not bar the non - defaulting party from requiring the defaulting party to comply with all the terms and conditions of this EDA Operation Grant Agreement and does not bar the non - defaulting party from asserting any and all rights and /or remedies it has or might have against the defaulting party under this Agreement or by law. SECTION 19. CAPTIONS AND HEADINGS. The section captions and headings are for convenience and reference purposes and shall not affect in any way the meaning or interpretation of this EDA Operation Grant Agreement. SECTION 20. APPROPRIATION OF FUNDS. All obligations or funding undertaken by the City or the EDA in connection with this EDA Operation Grant Agreement are subject to availability of funds and the appropriation of such funds by City Council as may be necessary for such obligations or funding. If any such funding is not provided, withdrawn, or otherwise not made available for this EDA Operation Grant Agreement, with the result that the City is unable to perform its obligations hereunder, the City shall give written notice to Developer of such unavailability of funding. SECTION 21. PERFORMANCE. If Developer fails to comply with any of Developer's material obligations under this EDA Operation Grant Agreement, and which are not cured as may be allowed by this EDA Operation Grant Agreement, as determined by the City in the City's reasonable discretion, Developer will not be entitled to be eligible for and /or receive and /or continue to be eligible for and /or receive any such EDA Operation Grants funds as referred to above or in this EDA Operation Grant Agreement. 11 12.16.2013 DRAFT SECTION 22. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by a nationally recognized overnight courier, addressed as follows (or any other address the party to be notified may have designated to the sender by like notice): If to City, to: City of Roanoke, City Manager 364 Noel C. Taylor Municipal Building 215 Church Avenue, SW Roanoke, Virginia 24011 Fax No. 540 -853 -1138 With a copy to: City of Roanoke, Economic Development Director 117 Church Avenue, SW Roanoke, Virginia 24011 Fax No. 540- 853 -1213 And, a copy to: City of Roanoke, City Attorney 464 Noel C. Taylor Municipal Building 215 Church Avenue, SW Roanoke, Virginia 24011 Fax No. 540- 853 -1221 If to EDA, to: Chair, Economic Development Authority of the City of Roanoke, Virginia c/o Harwell M. Darby, Jr., Esquire Glenn, Feldmann, Darby & Goodlatte 210 First Street, SW, Suite 200 Roanoke, Virginia 24011 Fax No. 540- 224 -8050 If to Developer, to: Paul C. `Bo" Aughtry, III, Managing Member South Commonwealth Partners, LLC 40 West Broad Street Greenville, SC 29601 Fax No. 864- 370 -0042 With a copy to: J. Nathan Galbreath, Esq. Nelson & Galbreath 25 East Court Street, Suite 201 Greenville, SC 29601 Fax No. 864 - 235 -1420 12 12.16.2013 DRAFT And, a copy to: Daniel F. Layman, Jr., Esq. 555 Professional Arts Building 30 Franklin Road, SW Roanoke, VA 24011 Fax No. 540 -491 -9348 Notice shall be deemed delivered upon the date of personal service, two days after deposit in the United States mail, or the day after delivery to a nationally recognized overnight courier. SECTION 23. FAITH BASED ORGANIZATIONS. Pursuant to Virginia Code Section 2.2-4343. 1 be advised the City does not discriminate against faith -based organizations. SECTION 24. FORCE MAJEURE. A delay in, or failure of, performance by any party, shall not constitute a default, nor shall Developer, the City, or EDA be held liable for loss or damage, or be in breach of this EDA Operation Grant Agreement, if and to the extent that such delay, failure, loss, or damage is caused by an occurrence beyond the reasonable control of such party, and its agents, employees, contractors, subcontractors, and consultants, including results from Acts of God or the public enemy, compliance with any order or request of any governmental authority or person authorized to act therefore, acts of declared or undeclared war, public disorders, rebellion, sabotage, revolution, earthquake, floods, riots, strikes, labor or equipment difficulties, delays in transportation, inability of party to obtain necessary materials or equipment or permits due to existing or future laws, rules or regulations of governmental authorities or any other causes, whether direct or indirect, and which by the exercise of reasonable diligence said party is unable to prevent. For purposes of this EDA Operation Grant Agreement any one delay caused by any such occurrence shall not be deemed to last longer than 6 months and the party claiming delay caused by any and all such occurrences shall give the other parties written notice of the same within 30 days after the date such claiming party learns of or reasonably should have known of such occurrence. Notwithstanding anything else set forth above, after a total of 9 months of delays of any type have been claimed by a party as being subject to force majeure, no further delays or claims of any type shall be claimed by such party as being subject to force majeure and /or being an excusable delay. SECTION 25. COMPLIANCE WITH STATE LAW, FOREIGN AND DOMESTIC BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE COMMONWEALTH OF VIRGINIA. Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended, which provides that a contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law. Developer shall not allow its existence to lapse or its certificate of authority or registration to 13 12.16.2013 DRAFT transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract or agreement. The City or EDA may void this EDA Operation Grant Agreement if Developer fails to remain in compliance with the provisions of this section. However, the City and EDA agree that Developer may cure this matter 30 days after notice. SECTION 26. DRAFTING OF THE EDA OPERATION GRANT AGREEMENT. The provisions of this EDA Operation Grant Agreement shall not be construed in favor of or against either party, but shall be construed according to their fair meaning as if all parties jointly prepared this EDA Operation Grant Agreement. SECTION 27. RETENTION OF REPORTS TO EDA AND THE CITY. The City, EDA, and Developer shall maintain all books, records, and other documents relating to this EDA Operation Grant Agreement for a period of five (5) years after the end of each fiscal year included in this EDA Operation Grant Agreement. The City, EDA, and Developer, and their authorized employees, agents, and /or representatives, shall have reasonable access to and the right to examine, copy, and /or audit any of such materials of the other parties during the term of this EDA Operation Grant Agreement and /or retention period in connection with this EDA Operation Grant Agreement. SECTION 28. ENTIRE AGREEMENT. This EDA Operation Grant Agreement, together with any exhibits or attachments, constitutes the entire agreement of the parties and supersedes all prior agreements between the parties. No amendment to this Agreement shall be valid unless made in writing and signed by the appropriate parties. (SIGNATURE PAGE TO FOLLOW) 14 12.16.2013 DRAFT IN WITNESS WHEREOF, the parties have executed this EDA Operation Grant Agreement by their authorized representatives. ATTEST: CITY OF ROANOKE, VIRGINIA :5 City Clerk Christopher P. Morrill, City Manager (SEAL) WITNESS: South Commonwealth Partners, LLC By: Printed Name and Title Paul C. `Bo" Aughtry, III, Managing Member WITNESS: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ROANOKE, VIRGINIA By: Linda D. Frith, Secretary Charles E. Hunter, III, Chair Approved as to form Approved as to execution City Attorney City Attorney Date: Date: Approved as to form Approved as to execution EDA Counsel EDA Counsel Date: Date: Appropriation and funds required for this Agreement are subject to future appropriation. Director of Finance Date Acct# 15 Authorized by Ordinance No. 12.16.2013 DRAFT Exhibit A to Performance Agreement Regarding Operation Period Economic Development Grant Among City of Roanoke, Virginia, Economic Development Authority of the City of Roanoke, and South Commonwealth Partners, LLC dated 12013 ROANOKE PLANNING, BUILDING AND Noel C. Taylor Municipal Build in 215 Church Avenue, SW, Room 166 Roanoke, Virginia 24011 540.853.1730 fax 540 853,1230 planning @roarokeva.gov DEVELOPMENT August 20, 2013 City of Roanoke c/o Balzer and Associates, Inc. 1208 Corporate Circle Roanoke, VA 24018 Dear Property Owner: Subject: Subdivision for City of Roanoke 25 Church Avenue, S.E. Tax No. 4015004 SU130027 The submitted plat of land subdivision for the above - referenced property, prepared by Balzer and Associates, Inc. and dated April 22, 2013, has been reviewed in compliance with the City of Roanoke's subdivision ordinance and is in conformance with the City's existing regulations for land subdivision. The original mylar plat and /or copy thereof, as submitted, has been approved and acknowledged by the signature of the Agent of the Roanoke City Planning Commission and the City Engineer. The subdivision as approved has been duly recorded in the Office of the Clerk of Circuit Court as instrument #130009306. 2 Chris Chittum, Agent City of Roanoke Planning Commission CC:cm attachment cc: Commissioner of the Revenue Communications (by e-mail) Department File ISIS Specialist, Engineering (by e-mail) Real Estate Evaluation (by e-mail) Registrar (by e-mail) Schools Transportation Office (Robert Mitchem) by e-mail VVVWA (by e-mail) 1 �Wy £gg mop-Rin F.I. R5 c'•C wr° qw � � y b g��' � ° ❑ • •,error etn. ®au'— .rr'rr w.naras lr �y'�` � � F VA gy o 5yE Al y� ff° §flab @� $Q 3 3 R T• Ito! � � � 5� �✓7' aY R v yy 9ztlE Xgkyy iLA'` o i / 1 s W zr "® b 8 " a5 IN"" Y. U a ©a© ? 'r yn ysea r y —hn 407�rmavoJ .rover iar,rarav ; �G4� —.mar isr,razw p ar a }.gqp Wg� �• - - �'�- - — S318bit M /Y - -75 3nN3itV ll7n7 W,ag°�� :oo �i rLrr 5'9d '1 'B'n I/ MM[n5 3M'J 3MANCw A AIA q � � � 3 = tt nix, �c3x, � €�:�6 Sxg sa a R a3 iii Una 4_ xj jig, A:�� n���m � Uy $�xxagc3eze ?€ .us e W a :.W a s Baia # #na y�b?f pp3 yy 4 B n 2 e gGyg° Aii. 12.16.2013 DRAFT Exhibit B to Performance Agreement Regarding Operation Period Economic Development Grant Among City of Roanoke, Virginia; Economic Development Authority of the City of Roanoke; and South Commonwealth Partners, LLC, dated 92013 Structural Improvements to the Market Garage necessary to support the Facility, which will be done by the developer through the use of Easements from the City: Structural steel for transfer slab Transfer slab thermal insulation spray Transfer slab fireproofing spray EIFS ceiling below transfer slab Electrical for lights under transfer slab Concrete and masonry work for elevator shaft Demolition (tear out columns to avoid cold joint mid - column) Additional concrete work for transfer slab Tower crane General conditions associated with work Bond $1,089,000 $180,000 $43,000 $35,000 $20,000 $130,000 $140,000 $161,000 $286,000 $89,000 $9,000 TOTAL $2,182,000 12.16.2013 DRAFT Exhibit C to Performance Agreement Regarding Operation Period Economic Development Grant Among City of Roanoke, Virginia; Economic Development Authority of the City of Roanoke; and South Commonwealth Partners, LLC, dated .2013. Total Construction and Related Development Expenses for Hampton Inn & Suites Hotel (Facility) including Structural Improvements: Building hard costs $12,107,000 Landscaping $20,000 Furniture, fixtures & equipment (FF &E) $2,122,000 FF &E Design & Purchasing fees to third party $115,000 Initial inventories $215,000 Preopening operations $200,000 Architectural, engineering & testing $502,000 Closing costs, recording fee, taxes, title insurance $100,000 Franchise commitment fee $75,300 Appraisal /market study $25,000 Overhead & project expense $100,000 Legal $50,000 Lender's fees $65,000 Construction loan interest $600,000 Contingency and working capital $715,000 TOTAL $17,011,300 12.16.2013 DRAFT Exhibit D to Performance Agreement Regarding Operation Period Economic Development Grant among the City of Roanoke, Virginia South Commonwealth Partners, LLC, and the Economic Development Authority of the City of Roanoke, Virginia EDA Operation Grant Request Form This EDA Operation Grant Request is submitted pursuant to a certain Performance Agreement Regarding Operation Period Economic Development Grant dated , 2013, (the "EDA Operation Grant Agreement "), by and among the City of Roanoke, Virginia, ( "City"), South Commonwealth Partners, LLC, ( "Developer "), and the Economic Development Authority of the City of Roanoke, Virginia, ( "EDA "). Terms defined herein shall have the same meanings ascribed to such terms in the EDA Operation Grant Agreement. The EDA Operation Grant Agreement provides that Developer shall perform and comply with certain obligations as set forth in the EDA Operation Grant Agreement in order to qualify to receive and to continue to receive an EDA Operation Grant for each Grant Year as set forth in such EDA Operation Grant Agreement. Upon compliance with the provisions of the EDA Operation Grant Agreement, Developer may make a request to the EDA for an EDA Operation Grant in accordance with the procedures set forth in the EDA Operation Grant Agreement and subject to the terms and limitations on the amount of such Grant as further set forth in the EDA Operation Grant Agreement. Furthermore, Developer must supply sufficient documentation as required by the EDA Operation Grant Agreement in order to document Developer's request and Developer's compliance with the EDA Operation Grant Agreement. Each Grant Year is to be considered separately for compliance with the requirements for an EDA Operation Grant Request. Developer warrants and represents that it has complied with all the terns and conditions of the EDA Operation Grant Agreement necessary for Developer to obtain EDA Operation Grant Funds from the EDA, including, but not limited to, the applicable provisions of Section 2 of the EDA Operation Grant Agreement. Attached to this EDA Operation Grant Request form is the information Developer represents as being sufficient to demonstrate that the City has been paid and has actually received the sum of $ from the applicable revenue sources referred to in the EDA Operation Grant Agreement from the Project for the prior Grant Year of July 1, , through June 30, , and that such amount exceeds the sum of $300,000.00 [Note: the last part of this sentence referring to the $300,000.00 amount will be applicable starting with the second Grant Year, as provided for in the EDA Operation Grant Agreement. For the first Grant Year the number would be $180,000] and that the Developer has complied with all requirements of the EDA Operation Grant Agreement to qualify it to receive this EDA Operation Grant. Accordingly, Developer hereby requests from the EDA an EDA Operation Grant, as provided for in the EDA Operation Grant Agreement, in the amount of $ , which is an amount that is allowed by the terms of such EDA Operation Grant Agreement and which is supported by the attached documentation as Attachment A to this EDA Operation Grant Request. This EDA Operation Grant Request is for Grant Year No. 12.16.2013 DRAFT Amounts previously paid by the EDA to Developer in EDA Operation Grants total $ . Since the maximum amount of all EDA Operation Grants that may be requested and/or provided for under the EDA Operation Grant Agreement is $1,500,000.00(US), or, in the event the requirements of Sections 2.B.i. and 3.D. of the EDA Operation Grant Agreement are not met, such lesser amount as may be permitted under the EDA Operation Grant Agreement, the total remaining amount that Developer may request by future EDA Operation Grant Requests is The EDA Operation Grant Agreement provides an EDA Operation Grant Request may be requested for a maximum period of six (6) consecutive years, which shall begin and include the first Grant Year starting, at Developer's election, on July 1 in either the year before or the year after the Facility opens to the public (which must occur prior to July 1, 2017, the EDA Operation Grant being reduced by $20,000 per month if the requirements of Section 2.B.i. of the EDA Operation Grant Agreement are not met in accordance with the reduction formula set out in the EDA Operation Grant Agreement). Therefore, since this is EDA Operation Grant Request No. for the Grant Year July 1, , through June 30, , there remain(s) consecutive years for which an EDA Operation Grant Request may be made by Developer provided Developer complies with the terms and provisions of the EDA Operation Grant Agreement. No EDA Operation Grant Request may be presented for any Grant Year after July 1, 2022 -June 30, 2023 and must be submitted on or before December 1, 2023. In the event of a conflict or difference between the terms of the EDA Operation Grant Agreement and those contained in this EDA Operation Grant Request form, the terms and provisions of the EDA Operation Grant Agreement shall control. Developer respectfully requests that the EDA process this EDA Operation Grant Request through the City and send copies to the City Manager and the City's Economic Development Administrator, in accordance with the provisions of the EDA Operation Grant Agreement. This EDA Operation Grant Request is dated WITNESS: South Commonwealth Partners, LLC Printed Name and Title Printed Name and Title 12.16.2013 DRAFT Exhibit A to EDA Operation Grant Request Dated [Attach verification of the expenditures for such items, and their related costs, referenced in Exhibit B of the EDA Operation Grant Agreement, by submitting invoices, statements showing the cost of items, a spreadsheet showing such expenses, and/or other documents and information reasonably acceptable to the EDA and the City to document the expenditures incurred and as listed in Exhibit B] COMMITTEE VACANCIES /REAPPOINTMENTS December 16, 2013 VACANCIES: Unexpired term of Barry Baird as a member of the Building and Fire Code Board of Appeals ending June 30, 2015. Unexpired term of Valerie N. Hale as a member of the Fair Housing Board ending March 31, 2016. Unexpired term of Christopher Pohlad- Thomas as a member of the Parks and Recreation Advisory Board ending March 31, 2014. Unexpired term of Taren McCoy as a member of the Roanoke Public Library Board ending June 30, 2014. Three -year term of office of Braxton Naff as a member of the Roanoke Neighborhood Advocates ending June 30, 2016. Three -year term of office of Vincent G. Dabney as a City representative of the Blue Ridge Behavioral Healthcare, Board of Directors ending December 31, 2013. Unexpired term of F. Gordon Hancock as a Director of the Economic Development Authority ending October 20, 2015.