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HomeMy WebLinkAboutCouncil Actions 10-19-15PRICE 40364- 101915 ROANOKE CITY COUNCIL REGULAR SESSION OCTOBER 19, 2015 2:00 P.M. CITY COUNCIL CHAMBER AGENDA Call to Order - -Roll Call. All Members of Council were absent. DUE TO LACK OF A QUORUM AND AGENDA ITEMS, THE CITY CLERK DECLARED THE 2:00 P.M. SESSION IN RECESS UNTIL 7:00 P.M., IN THE CITY COUNCIL CHAMBER, ROOM 450, NOEL C. TAYLOR MUNICIPAL BUILDING. ROANOKE CITY COUNCIL REGULAR SESSION OCTOBER 19, 2015 7:00 P.M. CITY COUNCIL CHAMBER AGENDA Call to Order - -Roll Call. Council Member Ferris was absent. Council Member Price arrived late. The Invocation was delivered by Mayor David A. Bowers. The Pledge of Allegiance to the Flag of the United States of America was led by Mayor Bowers. Welcome. Mayor Bowers. NOTICE: Tonight's Council meeting will be televised live and replayed on RVTV Channel 3 on Thursday, October 22 at 7:00 p.m., and Saturday, October 24 at 4:00 p.m.; and video streamed by Internet through Rev.Net Technologies, Inc., at hftp: / /www.wrev.net. Council Meetings are offered with closed captioning for the hearing impaired. ANNOUNCEMENTS: The City Manager shared information pertaining to a video entitled "Roanoke Region of Virginia: Work Hard, Play Hard, Live Easy" that had been posted on Youtube. A. PRESENTATIONS AND ACKNOWLEDGEMENTS: A Proclamation declaring the month of October 2015 as Disability Employment Awareness Month. The Mayor presented a ceremonial copy of the proclamation to Antwyne Calloway, Blue Ridge Independent Living Center. A Proclamation declaring October 2015 as National Youth Justice Awareness Month. The Mayor presented a ceremonial copy of the proclamation to Colleen French, Director, and Lloyd Merchant, Supervisor, 23A, Court Services Unit, respectively. During the presentation, Council Member Price entered the meeting. (7:14 p.m.) B. NEW BUSINESS: A resolution ratifying the recess of the 2:00 p.m. regular session of City Council scheduled for Monday, October 19, 2015. Adopted Resolution 40364 - 101915 (6 -0). 2. A communication from the City Manager requesting that Council schedule a public hearing for Monday, November 16, 2015, at 7:00 p.m., or as soon thereafter as the matter may be heard, to consider bids for a Gas Franchise Agreement and Pipeline License Agreement. Council concurred in the request. 3. A communication from the City Attorney requesting that Council schedule a public hearing for Monday, November 16, 2015, at 7:00 p.m., or as soon thereafter as the matter may be heard, to consider the adoption of a proposed Ordinance to realign voting precincts. Council concurred in the request. 4. A communication from the City Attorney requesting authorization to convey to the Roanoke Gas Company a revised ten foot wide gas line easement across City -owned property known as Official Tax Map No. 4015003, previously authorized by City Council on September 8, 2015. Adopted Ordinance No. 40365-101915 (6-0). 5. 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. Adopted Budget Ordinance No. 40366 - 101915 (6 -0). 6. A resolution designating the Honorable Raphael E. Ferris as the Voting Delegate and the Honorable Anita J. Price as the Alternate Voting Delegate for the Business Meeting for the Annual National League of Cities Congress of Cities and Exposition to be held on Saturday, November 7, 2015, in Nashville, Tennessee. Adopted Resolution No. 40367-101915 (6-0). 7. The City Manager submitted a written communication requesting that Council convene in a Closed Meeting to discuss a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made of the business' or industry's interest in locating orexpanding its facilities in the community, pursuant to Section 2.2 -3711 (A)(5), Code of Virginia (1950), as amended. Council concurred in the request. C. PUBLIC HEARINGS: Request of Franklin Road Properties, LLC, to rezone property located at 3302 Franklin Road, S. W., from R -12, Residential Single - Family District, to MX, Mixed Use District, subject to a proffered condition. Maryellen F. Goodlatte, Esquire, Spokesperson. Adopted Ordinance No. 40368-101915 (6-0). 2. Request of Hunter Real Estate Group, LLC, to rezone property located at 2514 and 2518 Williamson Road, N. E., from CN, Commercial- Neighborhood District, to CG, Commercial - General District, subject to certain proffered conditions. Maryellen F. Goodlatte, Esquire, Spokesperson. Adopted Ordinance No. 40369 - 101915 (5 -0, Council Member Rosen was out of the Council Chamber when the vote was recorded). 3. Request of the City of Roanoke Planning Commission to amend Section 36.2 -311, Use table for residential districts, Chapter 36.2, Zoning, Code of the City of Roanoke, (1979), as amended, as it relates to accessory uses "home occupation, personal service ", in certain residential districts. Ian D. Shaw, Agent, Spokesperson. Adopted Ordinance No. 40370-101915 (6-0). 4. Request of PRMC, LLC, to amend the Planned Unit Development Plan as it pertains to 4414 Pheasant Ridge Road, S. W.; 4345 Griffin Road, S. W.; four unaddressed lots on Griffin Road, S. W.; and three unaddressed lots on Van Winkle Road, S. W., to permit construction of a 64 unit memory care facility and a 90 unit assisted living facility. James R. Smith, Chairman Manager, Spokesperson. Adopted Ordinance No. 40371- 101915 (5 -0, Council Member Rosen abstained from the vote). 5. Proposal of the City of Roanoke to transfer a permanent easement to the Commonwealth of Virginia Department of Transportation, consisting of an approximately 0.239 acre portion of City -owned property, known as Brown - Robertson Park, located in the southwestern portion of such Park, on 10`h Street, N. W.; and the transfer of a temporary construction easement on an approximately 0.775 acre portion of such Park, in connection with the Tenth Street Improvement Project. Daniel J. Callaghan, City Attorney. Adopted Ordinance No. 40372-101915 (6-0). 6. Proposal of the City of Roanoke to vacate an existing 15 -foot storm drain easement situated at McVitty Road, S. W., for development of a medical office space and other commercial purposes by Gatewood Green, LLC; and dedication of a new 10 -foot public drainage easement to the City and a variable width private drainage easement to be maintained by Gatewood Green, LLC. Daniel J. Callaghan, City Attorney. Adopted Ordinance No. 40373-101915 (6-0). Proposal of the City of Roanoke to lease an approximately 0.1671 -acre parcel of property, to be acquired and owned by the City, located at 709 South Jefferson Street, S. W., known as the former Gill Memorial Hospital Building, to Virginia Western Community College Educational Foundation, Inc., for a term of five years, commencing on the date the Foundation, or its designee, first occupies the Gill Memorial Property. Christopher P. Morrill, City Manager. Adopted Ordinance No. 40374. 101915 (5 -0, Vice -Mayor Trinkle abstained from the vote). 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. Christy Dutilly, Angela Yarbrough, Chuck Simpson, Erin Rafferty, Ann Denham, Rachel Theo - Maurelli, Jim Hammerstrom, Joan Wages, The Reverend David Denham, Martin Jeffrey appeared before the Council with regard to a proposed anti- corruption resolution. The proposed resolution was referred to the Legislative Committee for review at its meeting scheduled to be held on Monday, November 3 at 9:00 a.m., in the Council Chamber. Bryan Pfeifer appeared before the Council with regard to the School Board's decision to outsource its food service. Chris Craft appeared before the Council with regard to the 13'" Street and Orange Avenue Improvement Project. The remarks were referred to the City Manager for investigation and report back to Council. AT 9:43 P.M., THE COUNCIL MEETING WAS DECLARED IN RECESS FOR A CLOSED MEETING IN THE COUNCIL'S CONFERENCE ROOM, ROOM 451, NOEL C. TAYLOR MUNICIPAL BUILDING. AT 10:13 P.M., THE COUNCIL MEETING RECONVENED CERTIFICATION OF CLOSED MEETING (6.0). E. ADJOURNED - 10:14 P.M. jr0tuOffice of the Mayor ffigiou CITY OF '- ROANOKE AL AdL. WHEREAS, we recognize that for Americans with disabilities, employment is a fundamental to independence, empowerment and quality oflife: WHEREAS, the United States Congress, byjamt resolution of August 11, 1945, as amended (36 USC. 121), has designated October of each year as National Disability Employment Awareness Month; WHEREAS, the Americans with Disabilities Act of 1990 (ADA) is designed to remove barriers and enable individuals with disabilities to fully participate in society: WHEREAS, the Valley Advocates and Leaders for Understanding and Education (VALUE), formerly the Mayor's Committee for People with Disabilities, a volunteer group of citizens and business leaders with and without disabilities, formed originally in 1969 as "The Mayor's Committee on Employment of the Handicapped" continues to work diligently to improve the lives of individuals with disabilities; WHEREAS, the City of Roanoke continues to work with VALUE and other Roanoke Valley organizations and entrees: to improve the physical, psychological, social and spiritual well -being of persons with disabilities in the community; to educate the public about resources available to make the most of the potential ofindividuals with disabilities; to recognize the value of employees with disabilities and their employers through special programs and activities throughout the year, and • to uphold the fundamental commitment of justice and equality for all people; and NOW, THEREFORE, 1, David A. Bowers, Mayor of the City of Roanoke, Virginia, do hereby proclaim October 2015, throughout this great, six -time All - America City, as DISARLLM EMPLOYMENT AWARENESS MONTH. Given under our hands and the Seal of the City of Roanoke this nineteenth day of October in the year two thousand andfifteen. ATTEST Stephanie M. Moon Reynolds City Clerk Office of the Mayor J CITY OF ROANOKE rotlaraidieff WHEREAS, all our Nation's children deserve the chance to fulfill their greatest potential, and nothing should limit the scope of their futures; WHEREAS, all too often, ourjuventle and criminaljustice systems weigh our Young people down so heavily that they cannot reach their piece of the American dream; WHEREAS, involvement in the justice system can significantly impede a person's ability to pursue a higher education, obtain a loan, find employment, or secure quality housing; WHEREAS, many who become involved in the juvenile justice system have experienced foster care or grown up in environments where violence and drugs were pervasive and opportunities were absent; WHEREAS, each year, there are more than 1 million arrests of young people under the age of 18, and the vast majority of those arrests are for non - violent crimes; WHEREAS, in addition to those serving time in juvenile justice facilities, on any given day, more than 5,000 youth under age 18 are serving time in adult prisons or localjails; WHEREAS, to hold a young person in a State - operated facility can cost upwards of $100,000 per year per individual utilizing funding that could be better spent with improved youth and public safety outcomes, WHEREAS, America is a Nation of second chances, andjustice means giving every young person a fair shot; and WHEREAS, the City of Roanoke is committed to preventing youth, the future of our city, from entering thejuventle and criminaljustice systems. NOW, THEREFORE, I, David A. Bowers, Mayor of the City of Roanoke, Virginia, do hereby proclaim October 2015, throughout this great, six -time All - America City, as YOUTH JUSTICE AWARENESS MONTH. Given under our hands and the Seal of the City of Roanoke this nineteenth day of October in the year two thousand and fifteen. ATTEST. Stephanie Mo n City Clerk I ..Ltr IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. No. 40364 - 101915. A RESOLUTION ratifying the recessing of the Regular Session of City Council scheduled for Monday, October 19, 2015, at 2:00 p.m., by the City Clerk due to a lack of a quorum and agenda items. BE IT RESOLVED by the Council of the City of Roanoke that due to the lack of a quorum and the lack of agenda items at the 2:00 p.m. Regular Session of Council for Monday, October 19, 2015, ratifies and confirms that the meeting was recessed by the City Clerk to the 7:00 p.m. Regular Session of Council for Monday, October 19, 2015. ATTEST: K'.AMeavumsVrntilying themcession of Ote....i rsession 4wnnCJ&o, 10 /15/15 & City Clerk. CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: October 19, 2015 Subject: Request to Schedule Public Hearings to Consider Bids for a Gas Franchise Agreement and Pipeline License Agreement Background: The 20 -year natural gas distribution franchise agreement between the City of Roanoke and Roanoke Gas Company will expire on December 31, 2015. Likewise, the 20 -year pipeline license agreement between the City of Roanoke and Roanoke Gas Company will expire on December 31, 2015. The City intends to invite bids from qualified bidders for a certain franchise to construct, operate and maintain a natural gas distribution system in the City of Roanoke, Virginia, upon certain terms and conditions, as set forth in a proposed Franchise Agreement. The proposed Franchise Agreement is to be executed by the successful bidder, for a term of twenty years, upon certain terms and conditions, the right, privilege, franchise and authority to use the streets, alleys and public ways within the limits of the City of Roanoke, Virginia, to construct, operate and maintain a certain natural gas distribution system. The City also intends to invite written bids for the right to construct, operate and maintain a natural gas transmission pipeline for a term of twenty years within a certain right -of -way approximately 14,129 feet in length on City -owned property known as the Carvins Cove Reservoir property in Botetourt County, Virginia, and Roanoke County, Virginia. Under Sections 15.2 -2100 and 15.2-2101, Code of Virginia (1950), as amended, the City is required to give public notice, conduct a public hearing, and adopt an ordinance by City Council. Subject to City Council's concurrence to this request, the required legal advertisements will be placed in the Roanoke Times on November 2, 2015 and November 9, 2015. The deadline for submittal of bids to the City Clerk from interested parties will be on Monday, November 16, 2015 at 12:00 noon. Bids received will be opened at the City Council meeting on Monday, November 16, 2015 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 Monday, November 16, 2015 at the City Council's 7:00 pm session. Recommended Action: Authorize the City Clerk to schedule and advertise public hearings to consider bids for a gas franchise agreement and pipeline license agreement to be held on November 16, 2015, at 7:00 p.m., or as soon thereafter as the matter may be reached, or such other date and time as deemed appropriate by the City Manager. Christopher P. Morrill City Manager Distribution: Council Appointed Officers Sherman Stovall, Assistant City Manager for Operations Barbara Dameron, Director of Finance Bob Bengtson, Director of Public Works CITY OF ROANOKE OFFICE OF THE CITY ATTORNEY 464 MUNICIPAL Kill DING 215 CHURCH AVENUF, SW ROANOKE, VIRGINIA 24011 -1595 Daniel J. Callaghan TFI_F11HONF 540- 853 -2431 City Attorney FAX 548853-1221 EMAIL: cloam(a)roanokeaeg, October 19, 2015 The Honorable Mayor and Members of City Council Roanoke, Virginia Timothy R. Spencer Steven J. Talevi David L. Collins Heather P. Ferguson Laura M. Carini Assistant City Attorneys Re: Request Public Hearing for Proposed Ordinance to Realign Voting Precincts Dear Mayor Bowers and Members of Council: This report is to provide you with a current status report regarding consideration of the realignment of Voting Precincts within the City. Background Currently, the City of Roanoke has established 32 voting precincts within the City and one (1) central absentee voting precinct at the Noel C. Taylor Municipal Building. In 2011, City Council requested the Electoral Board to review the current alignment of voting precincts and make recommendations for changes and adjustments. The Electoral Board submitted its initial recommendation that the 32 voting precincts be reduced to 26 voting precincts and the one (1) central absentee voting precinct remain at the Noel C. Taylor Municipal Building. City Council did not take any action on this recommendation and requested the Electoral Board to conduct a further review. In 2012, the Electoral Board recommended a plan to reduce the number of voting precincts from 32 to 19 and maintain one (1) central absentee voting precinct. The Electoral Board hosted five (5) informational sessions in various parts of the City to solicit input from citizens regarding this proposal. Council set this proposal for public hearing on November 19, 2012. Council took no action to adopt or reject this proposal. Council created a nine (9) member Election Precinct Task Force to review the current alignment of voting precincts within the City and make a recommendation to Council. The Election Precincts Task Force recommended that the City realign its voting precincts by reducing the number of precincts to 20 and maintaining one (1) central absentee voting precinct (Task Force Recommendation). The Election Precinct Task Force presented the Task Force Recommendation to Council on June 3, 2013. Following this presentation, Council directed the City Attorney to prepare an ordinance that incorporated the Task Force Recommendation. During a review of the proposed ordinance to create 20 voter precincts within the City and maintain one (I) absentee voter precinct at the Noel C. Taylor Municipal Building, City staff, including the General Registrar, the City Attorney, and GIS staff discovered that the current boundaries of House of Delegates Districts I I and 17 did not follow the precinct lines as established in current City Code. Council tabled further discussion of any precinct realignment until City staff could explore the possibility that the General Assembly would amend the boundaries of House of Delegates Districts I I and 17 to conform those boundaries to the existing City precinct boundaries. The General Assembly did not consider any adjustment to the boundaries of House of Delegates Districts I 1 and 17 during the 2015 session of the General Assembly. City staff worked with Council Member Bestpitch to develop a precinct realignment plan with the Primary objective of creating voting precincts with active voters in a more even distribution within the precincts. The City Attorney, the Registrar, members of the Electoral Board, and City staff within the Department of Technology developed a proposed ordinance to reflect these proposed changes. The Proposed ordinance amends the existing alignment of voting precincts and establishes 2l voting precincts, designates a polling place within each precinct, and maintains one (1) central absentee voting precinct at the office of the General Registrar, Recommended Action Authorize the scheduling and advertising of a public hearing on November 16, 2015, at 7:00 p.m., or as soon thereafter as the matter may be heard, or at such later date and time as the City Manager may determine, and that the public hearing be advertised in accordance with the requirements of Section 24.1 - 306(A) of the Code of Virginia (1950), as amended, to receive comments and input from the public on the Fall 2015 Plan. Thank you for your consideration. Sincerely, Dan el �Jafl ag han City Attorney c: Council Appointed Officers (w /atta) R. Brian Townsend, Assistant City Manager for Community Development (w /atta) Sherman Stovall, Assistant City Manager for Operations (w /atta) Andrew Cochran, General Registrar (w /atta) CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540)X53 -2541 Evx: (5411) 853 -1145 6 null: cl�rk/n�rovnokevvK ^v CECEWA1. WEBB, CMC Nl EP1IANl li M. NIOON REVNOLBS, MMC Acting Deploy City Clerk City Clerk October 20, 2015 Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: I am enclosing copy of Ordinance No. 40365 - 101915 authorizing the conveyance of a forty year non - exclusive gas line easement, with an approximate width of ten feet, across City -owned property located at 25 Church Avenue, S. E., Roanoke, Virginia, designated as Official Tax Map No. 4015003, to Roanoke Gas Company, upon certain terms and conditions. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015, and is in full force and effect upon its passage. Sincerely, end Stephanie M. Moon ynol MMC City Clerk Enclosure PC: Mr. Donald Jones, Project Engineer, Roanoke Gas Company, P. O. Box 13007, Roanoke, Virginia 24030 Daniel J. Callaghan, City Attorney Barbara A. Dameron, Director of Finance R. Brian Townsend, Assistant City Manager for Community Development Philip C. Schirmer, City Engineer Wayne F. Bowers, Director of Economic Development Robert K. Bengtson, Director of Public Works Cassandra L. Turner, Economic Development Specialist IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. No. 40365 - 101915. AN ORDINANCE authorizing the conveyance of a forty (40) year non - exclusive gas line easement, with an approximate width of ten (10) feet, across City -owned property located at 25 Church Avenue, S.E., Roanoke, Virginia, designated as Official Tax Map No. 4015003, to Roanoke Gas Company ( "Roanoke Gas "), upon certain terms and conditions; and dispensing with the second reading by title of this Ordinance. WHEREAS, pursuant to Ordinance No. 40338 - 090815, adopted on September 8, 2015, City Council authorized the conveyance of 10'wide gas line easement across City owned property, designated as Roanoke Official Tax Map No. 4015003, to Roanoke Gas, in order fa Roanoke Gas to supply utility service to the downtown Roanoke Hampton Inn and Suites, WHEREAS, subsequent to the adoption of such ordinance, Roanoke Gas determined that it needed to enlarge the area of such gas line easement, and has requested the City to convey Roanoke Gas a larger easement; and WHEREAS, the City desires to convey Roanoke Gas the revised gas line easement for a temr not to exceed 40 years, in accordance with Section 15.2 -2100 of the Code of Virginia (1950) as amended. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke that: O- A,,ffi eeosemnntt. Roanoke Gn 10 -19 -15 I. The City Manager is hereby authorized, for and on behalf of the City, to execute the necessary documents providing for the conveyance of a forty (40) year non - exclusive gas line casement, with an approximate width of ten (10) feet, across City -owned property located at 25 Church Avenue, S.E., designated as Official Tax Map No. 4015003, to Roanoke Gas Company, to construct, install, operate, repair, and maintain a gas pipeline (with appliances and accessories useful and necessary in comtection therewith) over, under, through and across its land, in order to supply service to the new Hampton Inn and Suites located at 25 Church Avenue, S.E., as more particularly set froth in the City Attorney's Letter to City Council dated October 19, 2015, and the attachment to that letter. 2. All documents necessary for this conveyance shall be in a form approved by the City Attorney. 3. pursuant to Section 12, Roanoke City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: Il CityClerk 0- Anlhonze unseincnt m Roanuke Ges_IO -19 -15 CITY OF ROANOKE OFFICE OF THE CITY ATTORNEY 464 MUNICIPAL BUILDING 215 CHURCH AVENUE, SW ROANOKE, VIRGINIA 24011 -1595 Daniel J. Callaghan TH EPHONE 540 - 853.2431 City Attorney FAX 540. 853.1221 EMAIL.: citgetn'(I)roenoke, ooc October 19, 2015 The Honorable David Bowers, Mayor and Members of City Council Roanoke, Virginia Timothy R. Spencer Steven J. Talevi David L. Collins Heather P. Ferguson Laura M. Carini Assistant City Attorneys Re: Request from Roanoke Gas Company for an Ordinance to Revise a Ten foot Wide Gas Line Easement Across City Owned Property Designated as Official Tax Map No. 4015003 Previously Authorized by City Council Dear Mayor Bowers and Members of Council: Background: By Ordinance No. 40338 - 090815, adopted on September 8, 2015, City Council authorized the conveyance of 10'wide gas line easement across City owned property, designated as Roanoke Official Tax Map No. 4015003, located at 25 Church Avenue, S.E., Roanoke, Virginia, adjacent to the new Hampton Inn and Suites in downtown Roanoke, to Roanoke Gas Company ( "Roanoke Gas ") in order to supply utility service to the hotel. Roanoke Gas subsequently revised the proposed gas line easement, and now requests the City to execute a revised deed of easement conveying the new gas line easement to Roanoke Gas Company. The revised proposed Deed of Easement and Map are attached to this letter. Considerations: The revisions made to the proposed gas line easement by Roanoke Gas increases the total area of the easement by approximately 100 sq. ft. over the gas line easement City Council previously authorized pursuant to Ordinance No. 40338- 090815. The increase in the area of the easement requires that City Council authorize the new gas line easement. Conveyance of the new gas line easement is in the best interest of the City and its citizens. Because the proposed easement is a site development easement for utilities across public property consistent with the City's capital improvement program, a public hearing is not required for City Council to consider this matter pursuant to the exception contained under Section 15.2 -1800 of the Code of Virginia (1950), as amended. Recommended Action: Authorize the City Manager to execute a Deed of Easement, substantially similar in form to the proposed easement attached to this letter, conveying the revised gas line easement across City owned property designated as Official Tax Map No. 4015003, to Roanoke Gas Company. All documents necessary for this conveyance shall be upon form approved by the City Attorney. Sincerely, Dan/� City Attorney c: Christopher p. Morrill, City Manager R. Brian Townsend, Assistant City Manager for Community Development Sherman Stovall, Assistant City Manager for Operations Barbara Dameron, Director of Finance Troy D. Harmon, City Auditor Stephanie Moon Reynolds, City Clerk °' E 4! e.o ': W j Y L M hurch Ave S From Comer of Building m` v M W c J N Inst # 040000603 if =q0L �'�FM �3@�ii'xz 47(oJ99E't� inst # 040000603 Plat of Easement for Roanoke Gas Company =L, Showing Proposed 10 Foot Gas Line Easement 0 40 80 Ft 4 Being Granted By: City Of Roanoke i I i I— I PO Box 1451 Roanoke VA 24007 RDano wGas 1 inch = 37 het Date: 1017/2015 Tax ID: 4015003 Prepared by Roanoke Gas Company P.O. Be. 13009 Roanoke, VA 24030 Exemption claimed: Grantor is exempted from recordation taxes and Fees pursuant to Section 58.1 -811 C(4) Code of Virginia (1950) as amended Tax Map No. 4015003 THIS DEED OF EASEMENT, made this _day of , 2015, by and between the CITY OF ROANOKE, VIRGINIA a Virginia municipal corporation, hereinafter referred to as "Grantor"; and ROANOKE GAS COMPANY, a Virginia corporation, hereinafter referred to as "Grantee ". WITNESSETH WHEREAS, Roanoke City Council authorized the conveyance of this easement to Grantee pursuant to Ordinance No. , adopted by Roanoke City Council on October 19, 2015; and THAT, FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) and other good and valuable consideration, paid by Grantee to Grantor, the receipt and sufficiency of which is hereby acknowledged, the Grantor does hereby grant unto Grantee, its successors and assigns, the Tight of way and easement to construct, install, operate, repair, and maintain a gas pipeline (with appliances and accessories useful and necessary in connection therewith) over, under, through and across its land in the City of Roanoke, Commonwealth of Virginia, and being more described as follows: A ten (10) foot wide gas line easement, as shown on the plat titled" Plat of Easement for Roanoke Gas Company Showing Proposed 10 Foot Gas Line Easement Being Granted by City of Roanoke ", dated October 7, 2015, prepared by Roanoke Gas Company, a copy of which is attached hereto and incorporated herein. Grantor's propertyis identified on the City of Roanoke Land Records as official Tax Map No. 4015003. IT IS UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT THIS RIGHT OF WAY AND EASEMENT AND THE RIGHTS Prepared by Roanokc Gas Com=24030 PA. Box 13007, Roanoke, V A GRANTED HEREUNDER ARE SUBJECT TO THE FOLLOWING COVENANTS, TERMS, AND CONDITIONS: 1. The Grantee agrees to restore and repair any damage to the Grantor's property that may be caused by the construction, operation, or maintenance of said gas pipeline at Grantee's expense. The Grantor agrees that the Grantee will not be expected to restore the property to the identical original condition, but rather as near thereto as practicable and that the Grantors will cooperate with the Grantee in effectuating such restoration. Areas that are currently asphalt pavement shall be repaved, and areas that are currently grass covered shall be re- seeded and covered with straw mulch in appropriate quantities. 2. Grantee will indemnify and save the Grantor harmless against any and all loss or damage, accidents, or injuries, to persons or property, whether of the Grantor or of any other persons or corporations arising in any manner from the negligence of Grantee in the construction, operation, or maintenance, or failure to properly construct, operate, or maintain its facilities installed upon the right of way granted by this deed of easement. 3. The term of this easement shall be limited to 40 years in accordance with Section 15.2 -2100 (B) of the Code of Virginia (1950) as amended, which easement shall commence on November 1, 2015, and expire on October 31, 2045, at which time the rights herein conveyed shall automatically revert to Grantor without any additional action required by the parties. NOTICE TO LANDOWNER: You are conveying rights to a public service corporation. A public service corporation may have the right to obtain some or all of these rights through exercise of eminent domain. To the extent that any of the rights being conveyed are not subject to eminent domain, you have the right to choose not to convey those rights and you could not be compelled to do so. You have the right to negotiate compensation for any rights that you are voluntarily conveying. WITNESS the following signature and seals: CITY OF ROANOKE, VIRGINIA, a Virginia municipal corporation By (SEAL) Christopher P. Morrill, City Manager CMMONWEALTH OF VIRGINIA ) To -wit: CITY OF ROANOKE ) The foregoing instrument was acknowledged before me this _day of , 2015, by Christopher P. Morrill, the City Manager for the City of Roanoke, Virginia, for and on behalf of the same. My commission expires: Notary Public Registration No. ROANOKE GAS COMPANY, a Virginia corporation By: Printed COMMONWEALTH OF VIRGINIA ) To -wit: CITY OF ROANOKE ) The foregoing instrument was acknowledged before me this _day of , 2015, by —, the of RoanokeGas Company, on behalf of same. My commission expires: Notary Public Registration No. Approved as to Form: Assistant City Attorney CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 'hu, ch Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 'Telephone: (5411) X53 -2541 Fox: (5411)853 -1145 F -moil: 0,1 k(na ounokcra.Knv S1 15141AN1 E M. MOON REYNOLDS, MM( City Clerk October 20, 2015 Cindy Poulton, Clerk Roanoke City School Board 40 Douglass Avenue, N. W. Roanoke, Virginia 24012 Dear Ms. Poulton: CB(l'l1.lA "1'. \YRBB, CM(' Adis¢ Depnly City clm'k I am enclosing copy of Budget Ordinance No. 40366- 101915 to appropriate funding from the Federal Government and the Commonwealth grants and the Schools General Fund for various educational programs, amending and reordaining certain sections of the 2015 - 2016 School Grant Fund Appropriations. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday. October 19, 2015; and is in full force and effect upon its passage. Sincerely, �Y).c�>` Stephanie M. Moon Rey ds, MC City Clerk Enclosure PC: Dr. Rita Bishop, Superintendent, Roanoke City Public Schools, 40 Douglass Avenue, N. W., Roanoke, Virginia 24012 Christopher P. Morrill, City Manager Daniel J. Callaghan, City Attorney Barbara A. Dameron, Director of Finance Amelia C. Merchant, Director, Management and Budget IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. No. 40366- 101915. AN ORDINANCE to appropriate funding from the Federal Government and the Commonwealth grants and the Schools General Fund for various educational programs, amending and reordaining certain sections of the 2015 -2016 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 2015 -2016 School Grant Fund Appropriations be, and the same are hereby, amended and reordained to read and provide as follows Appropriations Food Services Personnel 321- 320 -0000- 0410 -168K- 65100- 41182 -2 -00 $ 300 Food 321 - 320 - 0000 - 0410 -168K 65100- 46602 -2 -00 23,382 Food Service Supplies 321 - 320 -0000- 0410 -168K- 65100- 46603 -2 -00 1,968 Administrative 321- 320 - 0000 - 0410 -168K- 65100- 41182 -2 -00 2,431 Food Services Personnel 321 - 320 - 0000 - 0050 -168K- 65100- 41182 -2 -00 300 Food 321- 320 - 0000 - 0050 -168K- 65100- 46602 -2 -00 34,476 Food Service Supplies 321 - 320- 0000 - 0050 -168K- 65100- 46603 -2 -00 2,723 Administrative 321- 320 - 0000 - 0050 -168K- 65100- 41182 -2 -00 3,906 Food Services Personnel 321 - 320 - 0000- 0300 -168K- 65100- 41182 -2 -00 300 Food 321 - 320 -0000- 0300 -168K- 65100 -46602 -2 -00 15,820 Food Service Supplies 321- 320 -0000 -0300 -168K- 65100- 46603 -2 -00 1,260 Administrative 321 - 320 - 0000 - 0300 -168K- 65100 - 41182 -2 -00 1,620 Food Services Personnel 321 - 320 -0000 - 0420 -168K- 65100- 41182 -2 -00 300 Food 321 - 320 - 0000-0420-168K-65100-46602-2-00 18,457 Food Service Supplies 321 - 320 - 0000 - 0420 -168K- 65100 - 46603 -2 -00 1,706 Administrative 321 - 320 - 0000 - 0420 -168K- 65100- 41182 -2 -00 1,703 Food Services Personnel 321 - 320- 0000 - 0340 -168K- 65100 - 41182 -2 00 300 Food 321 - 320 - 0000 - 0340 - 168K - 65100 - 46602 - 2 -00 14,925 Food Service Supplies 321 - 320 -0000- 0340 -168K- 65100- 46603 -2 -00 1,420 Administrative 321 - 320 -0000- 0340 -168K 65100- 41182 -2 -00 1,279 Food Services Personnel 321 - 320 - 0000 - 0370 -168K- 65100- 41182 -2 -00 300 Ford 321- 320 - 0000 - 0370 -168K- 65100- 46602 -2 -00 29,651 Food Service Supplies 321 -320- 0000 - 0370 -168K- 65100- 46603 -2 -00 2,324 Administrative 321 - 320 -0000- 0370 -168K- 65100- 41182 -2 -00 3,334 Food Services Personnel 321 - 320 -0000- 0060 -168K- 65100- 41182 -2 -00 300 Food 321 -320-0000 - 0060 - 168K - 65100 - 46602 - 2 - 00 14,676 Food Service Supplies 321 - 320- 0000- 0060 -168K- 65100- 46603 -2 -00 1,216 Administrative 321 - 320 -0000- 0060 -168K- 65100- 41182 -2 -00 1,433 Food Services Personnel 321 -320-0000-0330-168K-65100-41182 2 - 00 300 Food 321 - 320 - 0000 - 0330 -168K- 65100- 46602 -2 -00 22,188 Ford Service Srmis,es 321 - 320 - 0000 - 0330 -168K- 65100- 46603 -2 -00 1,933 Administrative 321 - 320 - 0000 - 0330 -168K- 65100- 41162 -2 -00 2,226 Food Services Personnel 321 - 320 -0000 - 0220 -168K- 65100 - 41182 -2 -00 300 Food 321 - 320 -0000- 0220 -168K- 65100- 46602 -2 -00 24,427 Food Service Supplies 321 -320 - 0000 0220- 168K - 65100- 46603 - 2-00 1,944 Administrative 321 - 320 -0000- 0220 -168K -65100- 41182 -2 -00 1,768 Food Services Personnel 321 - 320 - 0000 - 0430 - 168K - 65100 - 41182 - 2 -00 300 Food 321 - 320 - 0000- 0430-188K- 65100- 46602 -2 -00 29,153 Food Service Supplies 321- 320- 0000- 0430 -168K- 65100 - 46603 -2 -00 2,465 Administrative 321- 320 - 0000 - 0430 -168K- 65100- 41182 -2 -00 5,305 Food Services Personnel 321 - 320 - 0000 - 0350 - 1 68K -65100 - 41182 -2 -00 300 Food 321- 320 -0000- 0350 -168K- 65100- 46602 -2 -00 41,292 Food Service Supplies 321- 320 - 0000 - 0350 -168K- 65100- 46603 -2 -00 3,443 Administrative 321 - 320 -0000- 0350 -168K- 65100- 41182 -2 -00 1,209 Teachers 302- 110 - 1060 - 0050 -332K- 61100 - 41121 -0 -06 157,500 Substitutes 302- 110 - 1060 - 0050 -332K- 61100 - 41021 -0 -06 2,250 Site Manager 302 -110- 1060 - 0050 -332K- 61100- 41124 -0 -06 8,100 Social Security 302 -110- 1060- 0050 -332K- 61100 - 42201 -0 -06 12,840 VRS 302- 110 - 1060 - 0050 -332K- 61100 - 42202 -0 -06 9,993 Retiree Health Credit 302 - 110 -1060- 0050 -332K- 61100- 42200 -0 -06 1,164 Group Life Insurance 302- 110- 1060-0050 332K- 61100- 42205 -0 -06 1,332 Contracted Transportation (Buses) 302- 110 -1060- 0050 -332K- 61100- 43343 -0 -06 100,076 Postage 302- 110 -1060- 0050 -332K- 61100- 45521 -0 -06 289 Printing 302- 110 - 1060 - 0050 -332K- 61100 - 44450 -0 -06 214 Teachers 302 -110- 0420- 0050 -332K- 61100- 41121 -0 -06 131,250 Substitutes 302 - 110 -0420- 0050 -332K- 61100- 41021 -0 -06 3,750 Site Manager 302 - 110 -0420- 0050 -332K- 61100- 41124 -0 -06 13,500 Social Security, 302- 110 - 0420- 0050 -332K- 61100 - 42201 -0 -06 11,360 VRS 302 - 110 - 0420 - 0050 -332K- 61100- 42202 -0 -06 5,304 Retiree Health Credit 302 - 110 - 0420 - 0050 -332K- 61100- 42200 -0 -06 618 Group Life Insurance 302- 110 -0420- 0050 -332K- 61100- 42205 -0 -06 707 Contracted Transportation (Buses) 302- 110- 0420- 0050 -332K- 61100 - 43343 -0 -06 88,961 Postage 302 - 110 -0420- 0050 -332K- 61100- 45521 -0 -06 289 Printing 302 -110- 0420 - 0050 -332K- 61100- 44450 -0 -06 214 Teachers 302- 110 - 0350 - 0050 -332K- 61100- 41121 -0 -06 157,500 Substitutes 302 -110- 0350 - 0050 -332K- 61100 - 41021 -0 -06 2,250 Site Manager 302- 110- 0350- 0050 -332K- 61100- 41124 -0 -06 8,100 Soul Secunty 302- 110 -0350 -0050 -332K- 61100- 42201 -0 -06 8,560 VRS 302- 110 -0350- 0050 -332K- 61100 - 42202 -0 -06 9,993 Retiree Health Credit 302 - 110 - 0350 - 0050 -332K- 61100- 42200 -0 -06 1,164 Group Life Insurance 302 - 110 -0350- 0050 -332K- 61100- 42205 -0 -06 1,332 Contracted Transportabon(Buses) 302 - 110 -0350- 0050 -332K- 61100 - 43343 -0 -06 88,961 Postage 302 -110- 0350 - 0050 -332K- 61100 - 45521 -0 -06 289 Printing 302 - 110 -0350- 0050 -332K- 61100- 44450 -0 -06 214 Teachers 302 -110- 0300- 0050 -332K- 61100 - 41121 -0 -06 90,769 Substitutes 302 - 110 - 0300 - 0050 -332K- 61100 - 41021 -0 -06 2,250 Site Manager 302 -110- 0300 - 0050 -332K- 61100- 41124 -0 -06 8,100 Social Security 302- 110 - 0300 - 0050 -332K- 61100- 42201 -0 -06 12,840 VRS 302 - 110 - 0300 - 0050 -332K- 61100- 42202 -0 -06 9,993 Retiree Health Credit 302 - 110 - 0300- 0050-332K- 61100- 42200 -0 -06 1,164 Group Life Insurance 302- 110 - 0300 - 0050 -332K- 61100- 42205 -0 -06 1,332 Contracted Transportamn(Buses) 302 - 110 - 0300 - 0050 -332K- 61100- 43343 -0 -06 55,575 Postage 302 - 110 - 0300 - 0050 -332K- 61100- 45521 -0 -06 289 Printing 302 - 110 -0300- 0050 -332K- 61100 - 44450 -0 -06 214 Teachers 302 - 110 - 0340- 0050 -332K- 61100- 41121 -0 -06 90,769 Substitutes 302- 110 - 0340 - 0050 -332K- 61100- 41021 -0 -06 2,250 Site Manager 302 - 110 - 0340 - 0050 -332K- 61100- 41124 -0 -06 8,100 Social Security 302- 110 -0340- 0050 -332K- 61100- 42201 -0 -06 12,840 VRS 302- 110 - 0340 - 0050 -332K- 61100- 42202 -0 -06 9,993 Retiree Health Credit 302 - 110 -0340- 0050 -332K- 61100- 42200 -0 -06 1,164 Group Life Insurance 302 - 110 -0340- 0050 -332K- 61100- 42205 -0 -06 1,332 Contracted Transportation (Buses) 302 - 110-0340 - 0050 - 332K - 61100 - 43343-0-06 50,017 Postage 302 - 110 -0340- 0050 -332K- 61100- 45521 -0 -06 289 Printing 302 -110 - 0340 - 0050 -332K- 61100- 44450 -0 -06 214 Teachers 302 -110- 0220 - 0050 -332K- 61100- 41121 -0 -06 90,769 Substitutes 302- 110- 0220 -0050 -332K- 61100 - 41021 -006 2,250 Site Manager 302 - 110 - 0220 - 0050 -332K- 61100- 41124 -0 -06 8,100 Social Security 302 -110- 0220- 0050 -332K- 61100- 42201 -0 -06 12,840 VRS 302 -110 0220- 0050 -332K- 61100- 42202 -0 -06 9,993 Retiree Health Credit 302- 110- 0220- 0050.332K- 61100- 42200 -0 -06 1,164 Group Life Insurance 302 - 110 - 0220 - 0050 -332K- 61100-42205 -0 -06 1,332 Contracted Transportation (Buses) 302 -110- 0220 - 0050 -332K- 61100- 43343 -0 -06 41,542 Postage 302 - 110 - 0220 - 0050 -332K- 61100 - 45521 -0 -06 289 Printing 302- 110 - 0220 - 0050 -332K- 61100- 44450 -0 -06 214 Equipment (Security cam era system) 302 - 253 -0000- 0000 -375K- 68300- 48821 -9 -00 109,998 Technology Hardware Additions 302 - 280 -PASS- 0400 -360K- 68200 - 48210 - 3.01 197,340 Instructional Material 302 -280 - PASS- 0400 - 380K - 68200 - 46630 -3 - 01 8,580 Payment of Joint Operations 302 -191 - 0000- 0553 -325K -61100 - 47701- 9 -02 41,642 Juvenile Detention 302- 110 -0000- 1070 -316K- 61100 -41138 -9 -09 38555 - 0 4,937 Retiree Health Credit 302 - 110- 0000- 1070 -316K- -00 61100- 42200 -9 -09 000 - 0000 -0000 -375K- 00000- 49 Social Security/FICA 302 - 110 -0000- 1070 -316K- 72000 -0 61100- 42201 -9 -09 302 378 Virginia Refinement System 302 - 110 - 0000 - 1070 -316K- -PASS -0400 -380K - 00000-72000-0-00 61100- 42202 -9 -09 State Grant Receipts 395 Health /Dental Insurance 302- 110 0000 - 1070 -316K- 302- 61100- 42204 -9 -09 51,094 1,081 State Group Life Insurance 302- 110 -0000- 1070 -316K- Local Contribution 61100- 42205 -9 -09 -00 64 Professional Development 302- 110- 0000- 1070 -316K- (23,063) 61100 - 45554 -9 -09 86,000 Mileage 302 -110 -0000- 1070 -316K- 61100 - 45551 -9 -09 (10,125) Indirect Costs 302- 110 - 0000 - 1070 -316K- 61100 - 62000 - 9 -09 (380) Related Services 302 - 110- 0000- 1070 -316K- 61100 - 43313 - 9 - 09 (2,280) Instructional Supplies 302 -110- 0000- 1070 -316K- 61100 - 46601 - 9 -09 (5,650) TextbookaMmkbooks 302 - 110- 0000- 1070 -316K- 61100 - 46613 - 3 - 09 (1,700) Internet Services 302 - 110 -0000- 1070 -316K- 61100- 45523 -9 -09 2,200 Technology 302- 110 -0000- 1070 -316K- 61100 - 46650 -3 -09 (23,875) Utilities 302 - 180 -0000- 1170 -313J- 64200- 45511 -3 -04 3,580 Revenues Federal Gant Receipts 321 - 000 - 0000 - 0000 - 168K - 00000 - 38555 - 0 - 00 $ 320,363 State Grant Receipts 302 - 000 -0000- 0000 -332K- 00000- 32421 -0 -00 1,356,061 State Grant Receipts 302- 000 - 0000 -0000 -375K- 00000- 32400 -0 -00 87,998 Local Match 302 - 000 - 0000 - 0000 -375K- 00000 - 72000 -0 -00 22,000 State Grant Receipts 302 -280 - PASS - 0400 -380K- 00000- 32366 -0- 00 171,600 Local Match 302-280 -PASS -0400 -380K - 00000-72000-0-00 34,320 State Grant Receipts 302 -000- 0000 - 0553 -325K- 00000 -32272 A -00 41,642 State Grant Receipts 302- 000- 0000 - 0000 -316K- 00000- 32220 -0 -00 51,094 Commonwealth of VA 302 -000 -0000- 1170 -313J -0000- 32229 -0 -00 21,993 Local Contribution 302 - 000 - 0000 - 1170 -313J- 0000- 33802 -0 -00 4,650 Other Finance Sources Local Match 302 - 000 -LMAT- 1170 -313J- 00000 - 72000 - 0 -00 (23,063) Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: I l �: Rl ha �,1!e City Clerk. October 19, 2015 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, October 13, 2015, the Board respectfully requests that City Council approve the following appropriation requests: New Appropriations Award Fresh Fruits and Vegetable Program 2015 -2016 $320,363.33 Start -Up Grant for Extended School Year 2015 -2016 $1,356,061.00 School Security Equipment 2015 -2016 $109,998.00 e- Learning Backpack lnitiative 2015 -2016 $205,920.00 Revised Appropriations Additional Award Regional Alternative Education 2015 -2016 $41,642.00 Juvenile Detention Center and Child Development Clinics 2015 -2016 $51,093.57 Governor's School 2014 -2015 $3,580.00 On behalf of the School Board, thank you for your consideration. Sincerely, Cindy H. Poulton Clerk PC: Dan Callaghan Chris Morrill Barbara Dameron Suzanne P. Moore Rita D. Bishop Kathleen Jackson Acquenatta Harris (w /details) ROANOKE CITY_ PUBLIC SCHOOLS School Board Suzanne P. Moore Chairman Lori E. Vaught Vice Chairman Mark K. Cathey William B. Hopkins, Jr. Annette Lewis Laura D. Rottenborn Dick Willis Dr. Rita D. Bishop Superintendent Cindy H. Poulton Clerk of the Board www.rcos.info P: 540.853.2381 f: 540.853.2951 P.O. Box 13145 Roanoke VA 24031 CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: October 19, 2015 Subject: School Board Appropriation Request Background: As the result of official School Board action at its October 13, 2015 meeting, the Board respectfully requested that City Council appropriate funding as outlined in this report. The Fresh Fruits and Vegetable Program 2015-16 grant of $320,363 provides funding to assist the school in providing a fresh fruit or vegetable snack during the school day at times other than meal periods at least three times per week. The program is intended to create healthier school environments. The following schools have been accepted as participants in the Program for 2015- 16: Fairview, Fallon Park, Garden City, Hurt Park, Lincoln Terrace, Monterey, Morningside, Preston Park, Roanoke Academy for Math and Science (RAMS), Round Hill and Westside Elementary Schools. This program will be fully reimbursed by federal funds and will end June 30, 2016. The Start-Up Grant for Extended School Year 2015 -16 grant of $1,356,061 provides a greater opportunity for remediation and enrichment while reducing the potential for a decline in academic skills when school is not in session. The following Elementary Schools have received this award from the Virginia Department of Education: Hurt Park, Fallon Park, Roanoke Academy for Math and Science (RAMS), Lincoln Terrace, Garden City and Westside. This program will be fully reimbursed by State funds and will end June 30, 2016. The Social Security Equipment 2015-16 grant of $109,998 supports the purchase of security equipment to improve and help ensure the safety of students attending public schools in Virginia. Roanoke City Public Schools has received funding to assist with upgrades to its existing security camera systems for ten schools - Lincoln Terrace Elementary, Noel C. Taylor Academy at Oakland, Addison Middle, Breckinridge Middle, James Madison Middle, Stonewall Jackson Middle, Woodrow Wilson Middle, Patrick Henry High and William Fleming High. Grant expenses will be paid on a reimbursement basis out of state funds, and through the 25% required local match. This is a new program that will end in March 2016. The Virginia e- Learning Backpack Initiative 2015 -16 grant of $205,920 provides every ninth grade student attending a public school that is not fully accredited with a laptop or tablet computer, digital content and applications, and access to content creation tools. Roanoke City Public Schools has received funding to assist with expanding the Portable Anytime Student Systems (PASS) laptop initiative to include the ninth grade at William Fleming High School. Grant expenses will be fully reimbursed by state and local match funds. The program will end June 30, 2016. The Regional Alternative Education Program 2015-16 grant of $41,642 provides funds for students who are academically delayed and provides the opportunity to participate in an accelerated academic program. This is a revision to the original award allocation, will be fully reimbursed by state funds and will end June 30, 2016. This is a continuing program. The State Juvenile Detention Home and Child Development Clinics 2015 -16 grant of $51,094 provides educational services from state operated programs at the Roanoke Valley Juvenile Detention Center and the Virginia Department of Health's Roanoke Child Development Clinics. This is a revision to the original award allocation, will be fully reimbursed by state funds and will end March 30, 2016. This is a continuing program. The Governor's School 2014 -1 5 grant of $3,580 represents funding provided by the participating school districts and the Virginia Department of Education for qualifying students to participate in advanced studies in the areas of science, mathematics, and technology. This is a revision to the original award allocation, and will be fully reimbursed by state and local funds. This is a continuing program. 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. 4 t I'41 arbara A. Dameron Director of Finance Distribution: Council Appointed Officers Rita D. Bishop, Superintendent, RCPS P. Steve Barnett, Assistant Superintendent for Operations, RCPS Kathleen M. Jackson, Chief Financial Officer, RCPS CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, VirgiWa 24011 -1536 'relephoaa (540)853 -2541 Fnr:(540)853 -1145 C ECHAA1. WFBB, C MC Lnmll: clerk @��:'om,okeva.g °v Aetinp Uepilt,v City Clerk 5!I(PIIANI G. M. MOON Ii1SVNOI.US, MMC Ci1v Clerk October 20, 2015 Clarence E. Anthony, Executive Director National League of Cities 1301 Pennsylvania Avenue, N. W. Washington, DC 20004 -1763 Dear Mr. Anthony: I am enclosing a copy of Resolution No. 40367- 101915 designating the Honorable Raphael E. Ferris, as Voting Delegate and the Honorable Anita J. Price, as Alternate Voting Delegate for the Annual Business Session of the National League of Cities Congress of Cities and Exposition to be held on Saturday, November 7, 2015, in Nashville, Tennessee. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015. Sincerely, M4 ni Stephae Vi Mn, . Moon ynol MMC City Clerk Enclosure pc: The Honorable Raphael E. Ferris, Council Member The Honorable Anita J. Price, Council Member IN THE COUNCIL, OR THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. No. 40367- 101915. A RESOLUTION designating a Voting Delegate and Alternate Voting Delegate for the Annual Business Session of the National League of Cities Congress of Cities and Exposition. BE IT RESOLVED by the Council of the City of Roanoke as follows: The Honorable Raphael Ferris, Council Member, is hereby designated Voting Delegate on behalf of the City of Roanoke, Virginia, for the Business Session for the Annual National League of Cities Congress of Cities and Exposition to be held on Saturday, November 7, 2015, in Nashville, Tennessee. 2. The Honorable Anita Price, Council Member, is hereby designated Alternate Voting Delegate on behalf of the City of Roanoke, Virginia, for the Business Session for the Annual National League of Cities Congress of Cities and Exposition to be held on Saturday, November 7, 2015, in Nashville, Tennessee. 3. The City Clerk is directed to take any action required by the National League of Cities with respect to certification of the City's official Voting Delegate and Alternate Voting Delegate. 4ESpT NATIONAL LEAGUE of CITIES CREDENTIALS FORM NATIONAL LEAGUE OF CITIES • 2015 CONGRESS OF CITIES AND EXPOSITION• NASHVILLE, TENNESSEE At the (NLC) sn entitled duto cast meeting rom one to 20 votes based upon the city's population per the 2010 census'rthr ugh member sdesignat d Ivotingadelegate. of Cities indicate below your city and state, your voting delegate and alternate(s), and sign and date the form. The form should be returned by October 30, 2015. The official voting delegate and alternate(s) from City of Roanoke Roanoke, VA VOTING DELEGATE: I.NAME: The Honorable Raphael E. Ferris TITLE: Council Member ALTERNATE VOTING DELEGATE(S): � 4S�:Lasiei�•- !+ate.. _ ___ _ __— TITLE: Council Member 3. NAME: TITLE: FOR OFFICE USE ONLY (DO NOT WRITE IN THIS SPACE) Voting card issued to. (signature) Votes: 2 PLEASE SIGN AND RETURN THIS FORM TO NLC BY OCTOBER 30, 2015 ATTENTION: MAE DAVIS, NATIONALLEAGUE OFc�acuiP0)N LC. RG: FAX: 202-626-3109 SUITE 550, WASHINGTON, DC 20004 Signature (city representative): Title: Acting Deputy City Clerk Date: U� CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: October 19, 2015 Subject: Request for Closed Meeting This is a request that City Council convene a closed meeting to discuss a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made of the business' or industry's interest in locating or expanding its facilities in the community, pursuant to Section 2.2 -371 1.A.5 of Code of Virginia (1950), as amended. Christopher P. Morrill City Manager Distribution: Council Appointed Officers Brian Townsend, Assistant City Manager for Community Development Barbara A. Dameron, Director of Finance Wayne Bowers, Director of Economic Development CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 'relepllnvc: (540)853 -2541 ra,: (540)853 -1145 1S I'EPI IAN I I, M. MOON REYNOLDS, MMC F -mail clm'kQOrovnokcmt.gov Cily Clerk October 20, 2015 Maryellen F. Goodlatte, Esquire Glenn, Feldmann, Darby and Goodlatte P.O Box 2887 Roanoke, Virginia 24001 -2887 Dear Ms. Goodlatte ('ECELI A'I. WEBB, ('MC Acting Depnry City Clerk I am enclosing copy of Ordinance No. 40368- 101915 rezoning certain property located at 3302 Franklin Road, S. W., from R -12, Residential Single - Family District, to MX, Mixed Use District, subject to a certain condition proffered by the applicant, as set forth in the Zoning Amendment Amended Application No. 1 dated September 18, 2015. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015; and is in full force and effect upon its passage. Sincerely, Stephanie M. Moon Re olds, MC City Clerk Enclosure Maryellen F. Goodlatte, Esquire October 20, 2015 Page 2 PC: Franklin Road Properties, LLC, 3320 Franklin Road, S. W., Roanoke, Virginia 24014 Southwood of Roanoke Homeowner's Association, P. O. Box 5367, Roanoke, Virginia 24012 Charles F. Sellers, 3267 White Oak Road, S. W., Roanoke, Virginia 24014 Douglas R. Irvin, 3271 White Oak Road, S. W., Roanoke, Virginia 24014 John C. Chappell, 3277 White Oak, Roanoke, S. W., Roanoke, Virginia 24014 Isaac R. Cockfield, Jr., and Karla Cockfeld, 3281 White Oak Road, S. W., Roanoke, Virginia 24014 Kenneth D. Cumins, 5145 Partridge Circle, S. W., Roanoke, Virginia 24016 Philip C. Schirmer, City Engineer Susan S. Lower, Director, Real Estate Valuation Steven J. Talevi, Assistant City Attorney Tina Carr, Secretary, City Planning Commission Katharine Gray, Land Use and Urban Design Planner Ian Shaw, Agent, City Planning Commission Kennie Harris, GIS Analyst II e, IN 9'I I COUNCIL OP TI iE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. No. 40368- 101915. AN ORDINANCE to rezone certain property located at 3302 Franklin Road, S.W., from R -12, Residential Single - Family District, to MX, Mixed Use District, subject to a certain condition proffered by the applicant; and dispensing with the second reading of this ordinance by title. WHEREAS, Franklin Road Properties, LLC, has made application to the Council of the City of Roanoke, Virginia ( "City Council "), to have the property located at 3302 Franklin Road, S.W., bearing Official Tax Map No. 1300121, rezoned from R -12, Residential Single - Family District, to MX, Mixed Use District, subject to a certain condition; 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 of the matter, has made its recommendation to City Council; WHEREAS, a public hearing was held by City Council or such application at its meeting on October 19, 2015, 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 Rewne "Ih pmrfus Freukh,I Rond Packing IoIA. 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 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 Official Tax Map No. 1300121 located at 3302 Franklin Road, S.W., be, and is hereby, rezoned from R -12, Residential Single - Family District, to MX, Mixed Use District, subject to a certain condition proffered by the applicant, as set forth in the Zoning Amendment Amended Application No. 1 dated September 18, 2015. 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. sv "o with pmtrars - Flnkliu Ra,d P11k,, lol doe 2 ,. CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: October 19, 2015 Subject: Application by Franklin Road Properties, LLC, to rezone property located at 3302 Franklin Road, S.W., bearing Official Tax No. 1300121 from Residential Single - Family District (R -12) to Mixed Use District (MX) with a condition Recommendation The Planning Commission held a public hearing on Monday, October 12, 2015. By a vote of 3 - 1 the Commission recommended approval of the rezoning request, finding that the Amended Application No.I is consistent with the overall goals of the City's Comprehensive Plan, Franklin Road /Colonial Avenue Area Plan, and Zoning Ordinance as the subject property will be developed in a manner compatible with the surrounding area. Application Information Background Franklin Road Properties, LLC, owns property on the eastern side of Franklin Road, S.W., north of Avenham Avenue, S.W., identified as Official Tax Nos 1300121 and 1300101. These two lots were created in 2015, when the existing parent parcel was subdivided. The southerly 0.3244 acre portion of the property (TN 13100121) is the subject of the rezoning request. The owner wishes to create an offsite parking area on the parcel to serve the two adjacent medical facilities on Franklin Road to address the stated lack of adequate on -site parking. An off -site parking area is not permitted In the current R -12 zoning district. In August 2015, the owner filed a petition to rezone the parcel from R -12 to MX, with a condition to develop the property in compliance with the proffered development plan. The proposed MX zoning district matches that off the adjacent medical facilities. Amended Application No.I revised the development plan buffer along the rear Property line to include additional plantings above those required in the zoning ordinance and updated the address of the property. Conditions Proffered by the Applicant The applicant hereby requests that the following proffered conditions be adopted as it pertains to Official Tax No. 1300121. 1) The property shall be developed in substantial conformity with the Development Plan prepared by Lumsden Associates, P.C. dated July B. 2015 and revised September 17, 2015 and attached hereto as Exhibit A ('Development Plan ") subject to those changes which may be required by the City of Roanoke during development plan review. Considerations Surrounding Zoning and Land Use: East Mixed Use Vacant buffer strip Unit detached dwellings Compliance with the Zonina ordinance: The purpose of the MX District is to accommodate residential uses, office uses, and support services within the same district. The intent of the district is that no retail sales uses be permitted and that the district facilitates a harmonious mixture of office and residential uses. The regulations of the district are intended to protect the character and scale of such a mixed -use development pattern by permitting low - intensity development at a scale that recognizes and respects residential patterns of development. The proffered development plan shows landscaping /buffering that exceeds that which would otherwise be required by the zoning ordinance. In particular, the plan shows additional evergreen trees along the rear property line, between the proposed parking area and the abutting residential properties. The layout of the proposed parking area conforms to the standards of the zoning ordinance and is subject to further evaluation as part of the development review process. Conformity the Comprehensive Plan and Neighborhood Plan Both Vision 2001 -2020 and the Franklin Road/Coionial Avenue Area Plan encourage commercial areas to accommodate businesses with aesthetic and functional compatibility with adjacent residential areas. Franklin Road, S.W. is one of Roanoke's busiest commercial streets Including large scale and general commercial areas. This property is located at the northern end of such an area. From that point north, Franklin Road enters a narrow valley with steep undeveloped property on each side of the road rising to residential areas above before opening back to more commercial uses. The two medical clinics, with a stated need for additional parking, would benefit from the proposed offsite parking lot on the parcel. The offsite parking, as proposed in the development plan, would alleviate some of the parking constraints on the business properties while protecting the adjacent residential properties from undue aesthetic or functional burdens. Relevant Vision 2007 -2020 policies: • ED P6. Commercial development. Roanoke will encourage commercial development in appropriate areas of Roanoke to serve the needs of citizens and visitors. Relevant Franklin Road /Colonial Avenue Area Plan policies: • Economic Development Policies o Commercial Corridors: Commercial areas should accommodate competitive businesses that have aesthetic and functional compatibility with adjoining residential areas. • Infrastructure Policies o Stormwater Drainage: Stormwater runoff should be mitigated as much as possible through improvements that are consistent with the character of the neighborhood. Rezoning to MX with a proffered development plan for offsite parking allows for existing businesses along Franklin Road to expand their needed parking while protecting the adjacent residential properties through an expansive buffer area that exceeds the requirements in the zoning ordinance. Public Comments- One neighbor, Mr. Chappell at 3277 White Oak Road, S.W., called to state that he is concerned about buffering and drainage and is opposed to the parking. He later started a public poll against the rezoning through the online service Change.org, each commissioner was included in the multiple postings. Mr. Chappell also submitted a written narrative outlining a number of reasons why the proposed project would have a negative impact on the neighborhood and later sent a series of photographs illustrating concerns. These documents have been forwarded to each commissioner and are included as part of the file for the application. Many of the concerns were related to removal of trees, buffering /screening and water quality impacts. Concern with security, criminal activity and property value impacts were also discussed. Karla Cockfield, 3281 White Oak Road, wrote to state that she Is opposed to the rezoning. Her concerns are loss of natural habitat on Franklin Road, increased drainage problems, loss of property value, loss of residential privacy, increased access to their property from Franklin Road, increased potential of criminal access to their property, and increased traffic noise from Franklin Road. This letter was forwarded to each Commissioner as it arrived after the Planning Commission Agenda Package had been completed and posted. The applicant spoke with surrounding property owners and revised their application to Increase the plantings in the buffer adjacent to the single family residential properties to the east. The landscaping shown on the proffered development plan exceeds that which would otherwise be required by the zoning ordinance. The landscaping that is proposed on this project is more substantial than that found on other properties along Franklin Road. Those properties were developed at a time when little landscaping or buffering was required. Planning Staff spoke with staff from the Stormwater Division regarding drainage issues in the vicinity of the property. The Stormwater Division had no comments on the project, provided that the proposed culvert extension has a diameter (capacity) equal to or greater In diameter than the existing upstream system and the proposed manhole top is at the same elevation as the proposed finish grade. These items would be addressed in detail during the development review process. Planning Commission Work Session The following items were discussed in the Planning Commission Work Session for compliance with City policy and ordinances and sent to the applicant as recommended changes to address. • The parcel has been given an address, 3302 Franklin Road SW, and this should be reflected in the application. • Remove "comprehensive" from the proffer statement so that it reads "...during development plan review" to address how this application may be reviewed in the future The applicant subsequently submitted Amended Application No.I that addressed all of the comments. Planning Commission Public Hearing_ Linda Cumins, Roanoke County, stated that she owns the office building next to Vistar and that they have been good neighbors. She then stated that there is not enough parking and they need more handicap parking spots. John Chappell, 3277 White Oak Rd., S.W., stated that he had a number of concerns including the waterway from stormwater and the natural spring, decreasing home values, decreasing visual privacy, inability of the City to enforce the buffer condition as proffered, losing greenspace, and the multiple abandoned buildings and parking lots along Franklin Road. Scott Stelow, Physician at Vistar Eye Center, stated that the practice has been a part of the neighborhood for 35 years and that the safety and security of patients and staff is their primary concern. Their other concern is the overflow parking problem into the residential neighborhood. He stated that his location is a gateway and they are proposing a solution that preserves the neighborhood character with a well buffered area nearest the residential property owners. Frank Smith, 3021 Rosalind Ave., S.W., stated that he has been actively Involved in the neighborhood for many years and Mr. Strelow approached him about this Issue four years ago. He stated that the proffered plan has gone above and beyond what is required and is a good addition. Chad A. Van Hyning, Chair City Planning Commission cc: Chris Morrill, City Manager R. Brian Townsend, Assistant City Manager Chris Chittum, Director of Planning Building & Development Ian D. Shaw, Planning Commission Agent Daniel J. Callaghan, City Attorney Steven J. Talevi, Assistant City Attorney Scott Strelow, Franklin Road Properties, LLC Maryellen Goodlatte, Glenn Feldmann Darby & Goodlatte ­ ,Liimll ir mxng, cmlomg 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: September-L[y, 2o15 ❑ Rezoning, Not Othenvise Listed SEP 18 2015 CITY OF ROANOKE PLANNING BUILDING a DEVELOPMENT Submillal Number: Amended Appltratlon No. 7 © Rezoning, Conditional ❑ Rezoning to Planned Unit Development ❑ Establishment of Comprehensive Sign Overlay DisMm Address: 3302 Franklin Road, Roanoke, Virginia 24014 Official Tax No(s).: ROANOKE Clk#}lere b Pdnt ❑ Amendment of Proffered Conditions ❑ Amendment of Planned Unit Development Plan ❑ Amendment of Comprehensive Sign Overlay District Existing Base Zoning: With Conditions multiple zones, please manually enter all distrkte.) R -1 b Residential Single -Famiy Q Without Conditions Ordinance No(s). far Existing Conditions (If applicable): Requested Zoning: Mx, Mixed Use (] Wnh Candmcl Pro posed ❑ With Land Use. Parking lorTax Parcels 1300120 t4730011fi Name itral Road Properties, LLC Phone Number: +1 (540) 3q4 -6770 Address: 3320 Franklin Road Roanoke, VA 24014 E -Mail: scombelowisaoLcom Name: Phone Number: Address: E -Mail. Applicant's Signature: � Name: Maryellen F. Goodlatte, Fsq. �� _ Phone Number: +7 (5401 x24 -coop Address: Glenn Feldmann, et al, P.O. Box 2887, Roanoke, Vq 24001 -2887 E-Mail mgoadlabe@gknnfeklmann.com -w� Authonzedq is Signature: r ROANOKE III- Compleled application form and cheddist. III Written narrative explaining the reason for the request. r Metes and bounds description, if applicable, fr Pting fee. 890; _ F Concept plan meeting the Application Requirements cf ilem'2(c)' m Zoning Amendment Procedures. fl ba r Written proffers. See the City's Guide to Proffered Conditions. r Concept plan meeting the Application Requirements of hem 2(c)' in Zoning Amendment Procedures. Please label as development plan' If proffered. -.e . I8 A is "" Ift r Development plan meeting the requirements of Section 36,2 -326 of the Ciys Zoning Ordinance. � , �dl rlie��ii ow ama 1 (— Comprehensive sgnage plan meeting the requirements of Section 362.336(d)(2) of the Ciys Zoning Ordnance. .058(k 0 Q mt8t 0 Sit r Amended development or concept plan meeting the Application Requirements of hem 2(c)' in Zoning Amendment Procedures, d applicable. r Written proffers to be amended. See the Ciys Guide to Proffered Conditions. F Copy of previously adopted Ord nance. r s n 9n loam e I- n mug 'st aho tie s�1: mikes F Amended development plan meeting the requirements of Section 36.2.326 of the City's Zoning Ordinance. F Copy of previously adopted Ordinance. YINE w�Fi edW(iignbsta gl6eit' "er F Amended comprehensve signage plan meeting the requirements of Section 36.2.336(d) of the Cilys Zori Ordinance. r Copy of previously adopted Ordinance. 0na of rw!W#wesaiMaglc 3`e �Ia4P�Y eu"5)pfll'ea`folheQlty,..• e ng�musR i�"'aS�jyN7"�.:7 F A Traffic Impact Study in compliance with Appends B -2(e) of the Ciys Zoning Ordinance. ...a..P�4po.•,. ty_rWuitea a,...:..'"ityg�.aS1 70V OT 9 !Utet�n i !RP as r Cover sheet. �- r Traffic impact analysis. r Concept plan. F Proffered conditions, if applicable. r Required fee. 'An electronic copy of this application and checklist can be found at www.roanokeva.govlpbd by solectng'Planning Commission' under 'Boards and Commissions'. A complete packet must be submitted each time an application Is amended, unless otherwise specified by staff August 25, 2015 We are the sole managers of Franklin Road Properties, UC (the "Company'. This is to earlllrm that Scott A, Shelow, as Manager, is authorized to execute such documents as may he neccasazy or desirable to seek the rezoning of property owned by the Company in the City of Roanoke, Virginia. A hue copy of the operating agreement of the Company is attached hereto, Kanne D. Tusk _ Scott A Strelow 03124/2015 NON 12,5S PAX 540 345 3773 VLst.x eye Cenlex m002/525 OPERATING AGREEMENT OF FRANKLIN ROAD PROPERTIES, LLC 05/24/2015 NON 12t59 ".540 345 3973 viei4r eye Center - - 16003/025 TABLE OF CONTENTS Em ARTICLE I. DEFINITIONS .................. ARTICLE II. PURPOSE AND POWERS OF COMPANY ............................... ARTICLE III. MEMBERSHIP INTERESTS AND PRINCIPAL OFFICE .................3 ARTICLE IV. VOTING POWERS, MEETINGS OF MEMBERS ......................... 3 ARTICLE V. MANAGERS .. ............................... ARTICLE VI. CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS ............................ 8 ARTICLE VII. RECORDS, REPORTS, ETC .. ............................... ARTICLE VIII. ASSIGNMENT; RESIGNATION ................... ARTICLE IX. DISSOLUTION ........................ ARTICLE X. MISCELLANEOUS PROVISIONS ..................... 08/34/2015 NOW 12t 59 FM 540 345 3973 vletar Bye Canker vloo4 /ozs among the Undersigned THIS OPERATING AGREEMENT, dated as Of December 19, 2011, by and have become m mbers of FIRANKLIN ROAD PROPERTIES, LLCea Mrrginni laliimitited Itabilhy company (the "COmpany'l, provides as follows; RECITALS: The Company was organized as a limited liability company under the tows of.the Commonwealth Of Virginia on December 19, 2011. The undersigned portes,wish to enter Into this Operating Agreement In order to set forth the terms and conditions on which the management, business and financial affairs of the Company shall be conducted, AGREEMENT: NOW, THEREFORE, in consfderellon of the foregoing realists and the mutual Promises, covenants and conditions heroin contained, the receipt and sufrdency of which are hereby acknowledged, the parties do hereby covenant and agree as follows: ARTICLE I 1.01 Deffnitiona. The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein); (a) 'Act" shall mean the Vlrgirlla Limited Liability Company Act Wrginia Code Ann. 913.1 -1000 id gee., as emended and in force from time to time. (b) "Articles" shall mean the articles of organization of the Com pony, as amended and In farce from time to time. (c) "Capital Account, shall mean as of any given date the amount calculated and maintained by the Company for each Member as provided In Seaton 8.04 hereof. the Co (d) "Capital Contribution" shall mean any contribution to the capital of mpany by a Member In Cash, property or services, or a binding obligetlon to contribute cash, property or services, whenever made. (e) "Code' shall mean the Internal Revenue Code of 19se or corresponding provlslons of subsequent superseding federal revenue laws, 0912412015 NOR 121 58 FM 540 305 3973 vietsr eye Centee 1®007/025 (� "Company" shall refer to Franklin Road Properfles, LLC. g . epartnership, eolimit liability comp nymrporatl njoint venture, trust, sne rustcoperatVe or other association. the capital of the Company Capital Member, as determined pursuant. Se contribution p1 hereof. (1) "Manager' shell mean a manager of the Company, whose dghts, powers and duties are specified In Article V hereof. u) "Member" shall mean each Person that Is Identified as an inilial Member In Article III hereof or is admitted as a Member (either as a transferee of a Membership Interest or as an additional Member) ae provided In Article VIII hereof. A Person shall cease to be a Member at such time as he no longer own& any Membership Interest (k) "Membership Interest' $hall mean the ownership Interest of a Member In the Company, which may be expressed as a percentage equal to such Members Capital Aceount divided by the aggregate Capital Accounts of all Members, The Membership Interests may be recorded from time to time on a schedule aftached to this Operating Agreement. (1) "Operating Agreement- shall mean this Operating Agreement as originally executed and as amended from time to time. (m) 'Person" shalt mean any natural person or Entity, and the hairs, executors, administrators, legal representatives, successors, and assigns of such Parson where the context so admits. ARTICLE 11 PURPOSE AND POWERS OF COMPANY 2.01 Purpose. The purposes of the Company shall be to: (a) Acquire, own, buy, sell, Invest In, trade, manage, finance, refinance, exchange, or otherwise dispose of stocks, securities, partnership Intereate, CDs, mutual funds, commodities, and any and aV InvealmrlMs whatsoever, that the:ManagarI may from time to time deem to be In the best Interests of the Company, (b) Own, acquire, manage, develop, operate, buy, sell, exchange, 08/24/2015 $OH 12,59 FAX 540 345 3973 v!ahnr eye Center �44r/425 finance, re0nenea, and otherwise deal with reel estate, personal property, and any type of bualness, as the Managers) may from firms to time deem to be In the best into of the Company, and (c) Engage In such other oclMies as are related of incidental to the foregoing purposes. 2.02 Powers. The Company shall have all powers and rights of a limited liability company organEwd under the Act, to the extent such powers and rights are not proscribed by the Articles. ARTICI -ew 3.01 Names and Membership Interests. The names, addressee, and Membership Interests of the initial Members are as follows: Name and Address A embershln.Interest Kenneth D. Tuck 60% 3320 Franklin Road Roanoke, VA 24014 Scott A. Strelow 3320 Franklin Road Roanoke, VA 24014 50% 3320 Franklin Road, aRcainoke, Virginia 2440014. The r office malylbe 0 be t from time to time by the Managers), ARTICLE N VOTINQ POWERS MEor MEMBERS 4.01 Voting Powers. The Members shop not be entitled to partidipate in the day -today affairs and management of the Company, but Instead, the Members' right to vote or otherwise participate with respect to matters relating to the Company ,shall be limited to those matters ea to which the express term$ of the Act, the Article; or this Operating Agreemerd vest In the Members the right to so vote or otherwise participate, 4.02 Actions Requiring Approval of Members. (a) Notwithstanding any other provision of this Operating Agrearrenh 08/24/2015 KDK 12, 59 PAY 540 345 3973 viatar eye Centex NJ007 /025 the approval Of the Members shall be required In order for any of the following actions to be taken on behalf of the Company; manner that' materially alters the rtheeferencess or �� Operating Agreemem In any Members, ' P , PrMleges or relative rights of the (11) Electing the Manager(s) as Provided In Articre V hereof. 011) Taking any action which would make It Impossible to carry on the ordinary business of the Company. $5,000. (Iv) Confessing a Judgment against the Company In excess of Company under any(fe)deral OF state bankruptcy, Insolvency or rreeorganllzatbrlad. tole (VD Loaning Company funds in excess of $25,000 or for a term In excess of one year to any Member, Unless express this bllg cgd provide Otherwise, the n nimouvote of the Members shall be necessary and sufficient In older to approve or consent to any of the matters set forth In Section 4.02(x) above or any ether matters which require the approval or consent of the Members. 4.03 Action by Members. In exercising their rights Be Provided above, the Members $hail act collectively through meetings end /or wr ttan consents as prow dad In this Article. 4.04 Annual I11Ie8ting, Unless waived by the Manager(s) or the Members, the annual meeting of the Members shall be held on the first Monday In December of each year at 10:00 am or at Such other time as shall be determined by the Manager(s) for the Purpose of the transaction of such business as may come properly before theemeating, 4.05 31180101 Meetings, Special meetings of the Members, for any purpose or Purposes, un(,ssa otherwise proscribed by statute, may be called by the Manger e , and shall be ,called by the Managers) at the request of any two Me lesser number of Members as are Members of the Company, mbers, or such 4.00 Place of Meeting. The place of any meeting of the Members shall be ft principal office of the Company, unless another place, either within or outside the Commonwealth of Virginia, Is designated by the Manager( &). 4.07 (4Otice of Meetings. Written notice stating the Place, day and hour of any 08/2412015 NON L2, 50 PAX 540 345 3)73 vidkar eye Csnker IQOOB /025 meeting of the Members and, if a special meeting, the purpose or purposes for which the meeting Is called, shell be delivered not less than ten (10) nor more than sixty,(80) days before the date of the meeting, either personally or by mail, by or at the direcdon.of the Maneger(a), to each Member, unless the Act or the Article@ require di ferentmotice. 4.08 Conduct of Meetings. All meetings of the Members shell be presided over by a chairperson of the meeting, who shall be a Manager, or a Member designated by the Managerial. The chairperson of any meeting of the Members shall determine the order of business and the procedure at the meeting, Including regulation of the manner of voting and the conduct of dlecusslon, and shall appoint a secretary -of such meeting to take minutes thereof. 4.09 Participation by Telephone or Similar Communications. Members may participate and hold a meeting by means of conference telephone or similar be, h icellons equipment by means of which all Members participating can hear and be hard, end such such meeting. parUcipatlan shall constitute attendance and presence In pp , arson at 4.10 Waiver of Notice. When required to be ghren, a waiver thereof In writing to signed by Membertenti0®tl�such notes, Whether given before, at, or after the time of the meeting as stated In 6Ueh notice, shall bs squlvalent to the proper giving of such notice. 4.11 Action by Written consent. Any action required or permitted to be taken At a meeting of Members may be taken without a meeting If one or, more written consents to such action are signed by the Members who are entitled 10 vote on the matter set forth In the consents and Who constitute the requisite number or percentage Of such Members necessary for adoption or approval of such matter on behalf of the Company. Such consent or consents shall be filed With the minutes of the meetings of the Members. Action taken under this Section shall be effective when the requisite Members have signed the consent or consents, unless the consent or consents specify a different effective daft. ARTICLE V MANAGERS 5.01 Powers of Managers. Except as expressly provided otherwise in the Act, the Articiea or this Operating Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by, one or more Nlanagerfs), The powers so exercised shag Include but not be limited to the following; (a) Entering Into, making and performing contracts, deeds, leases, ban 09/24/2015 NON 131 00 FAX 540 345 3973 vlatar Eye Center U009 /025 agreements, mortgages, deeds of trust, security agreements and other undertakings binding the Company.that may be necessary, appropriate or advisable In fudherance,of, the purposes of the Company, (b) Opening and maintaining bank accounts, investment accounts and designating Individals with authority to sign or give Instructions With respect to those accounts and arrangements. Company funds shall not be commingled with funds from other sources and shall be used solely for the business of the Company. (c) Collecting funds due to the Company. . (d) Acquiring, utlllzing for the Company's purposes, maintaining and disposing of any assets of the Company. (6) To the extent that funds of the Company are available therefor, Paying debts and obligations of the Company, (f) Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings. (g) Employing from time to time persons, firms or corporations for the operation and management of various aspects of the Company's business, including, without limilatton, managing agents, contractors, subcontrectors, architects, engineers, laborers, suPPliers, accountants and attorneys on such terms and .for such. compeneaton as the Managers) shall determine, notwithstanding the fad that the Manager(s) or any Member may have a financial interest In such firms or corporations, (h) Making elections available to the Company underthe Code. Treeau (1) Registering the Company es a tax shelter wlth.ths Secretary of the ry and furnishing to such Secretary Hats of investors In the Company, K required Pursuant to applicable provisions of the Cade. U) Ohtalning general liability, property and other Insurance -for the Company, as the Manager(s) deem Proper furtherance of their pprovgal of any matter set forth to Section 4.02 hereof Members In m Doing' and performing ell such thtngs and executing, acknowledging and delivering any and all such Instruments as may be In furtherance of the Company's purposes and neceasary and appropdate to the conduct of its business. 09/24/2015 MON 13100 FM 540 315 3973 vleher Eye Cenkex IrJ010 /025 5.02 Election, Etc, of Managers, (a) The Members hereby unanimously elect Kenneth D. Turk and Scott A. Strelow, as the Initial Managers of the Company, to serve until the first annual meeting of the Members or until their respective successors shall be duly elected and qualified, (b) The Members shall elect one or more Persons as Managers at each annual meeting of the Company to serve until the next annual meeting. of the Company or until their respective successors are duty elected and qualified. In the event that no annual meeting be held for one or more consecutive years, the person(s) holding oftice as Menager(s) shall remain In office until removed or replaced.as eat forth herein. In addition, If any Person resigns or otherwise vacates the office of,Manager, the Members shall elect a replacement Manager to serve the remaining term of such office, unless one or more other Persons than serve as Managers and the Members determine not to fill such vacancy. A Person may be removed as a Manager by the Members with or without cause at any time. A Manager may, but shall not be required to, be elected from among the Members. A Manager may be a natural person mr.an Entity. Notwithstanding any of the foregoing provisions, the rights of the Members to elect and remove Managers shell be subject to the restrictions set forth In Section 5.03 hereof. 5.03 Appointment of Managers. For so long as Kenneth D. Tuck end Scott A. Strelow (the "Founding Members'5 are Members and have not conserded Otherwise in writing, the Founding Members, or such Person(s) whom they designate by mutual agreement, shall be the sole and exclusive Managers of the Company. If either of the Founding Members ceases to be a Member, and the other Founding Member continues as a Member, the Founding Member who continues to be a Member, and his designee, If any, shell be the sale and exclusive Managers of the Company. At such time as e0 of the Founding Members have ceased to be Members, the Managers shall be elected according to the procedure set forth above Company, At such tlme.as all of the Founding Members have ceased to be Members, the covenants contained In this Section shall terminate, 3.04 Acton by Managers. Unless otherwise expressly provided by the Act, the Angeles, or the terms of this Operating Agreement, the vote, approval or consent of a majority of the Managers, determined on a per capita basis, shell be necessary and sufficient for the Managers to take any action on behalf of the Company that the Managers are authorized to take pursuant to the Act, the Articles or this Operating Agreement. delegate to onExecution r more of than numberrtthe and Other authority to execute any documents or take any other actions deemed necessary or desirable In furtherance of any action that they have authorized on behalf of the Company as provided In Section 6.04 hereof. 08124/2015 MOM 13, 00 F" 540 345 3973 vleter eye Center IQpll /p25 11.06 Single Manager. If at any time there is only one Person serving as a Manager, such Manager shall be entitled to exercise all powers of the Managers not forth In this Section, and all references In this Section and otherwise in this Operating Agreement to "Managers" shall be deemed to refer to such single Manager, 5.07 Reliance by Other Persons. Any person dealing wlth.the Company, other than a Member, may rely on the authority of a particular Manager or Managers In taking any action In the name of the company. If such Manager or Managers provide to such Person a copy of the applicable provision of this Operating Agreement andlor the resolution or written consent of the Managers or Members granting• such authority, certified In writing by such Manager or Managers to be genuine and sorred and not.to have been revoked, superseded or otherMse amended. 6.06 Manager's Expenses and Fees. A Manager shall be entlUad, but not required, to receive a reasonable salary forservices rendered on behalf of the Company or In his capacity as a Manager. The amount of such salary shall be determined by the Managers and consented to by the Members, which consent shall not be unreasonably withheld. The Company shell reimburse any Manager for reasonable out- o4ocket expenses which were or are Incurred by the Manager on behalf of the Company with respect to the start-up or operation of the Company, the on -going conduct Of the Company's business, or the dissolution and winding up of the Company and Its buslnese. 5.09 Competition. During the existence of the Company, the Members and Managers shall davate, such time to the business of the Company as may reasonably be required to conduct its business in an efficient and profitable manner. The.Memoars and Managers, for their own account and for the account of others, may engage. In business ventures which may compete with the business of the Company. Each Member hereby expressly consents to the continued and future. ownership .and operation by the other Members or the Managers of such business ventures and wahres any claim for damage* or otherwise, or rights to participate therein or with respect to the operation and profits or bases thereof. 8,10 Indemnification. The Company shall Indemnify each Manager,.whether serving the Company or, at Its request, any otha� Entity, io the full a7itent permuted by the Act The foregoing rights of Indemnlflcatlon shall not be exclusive of any othe(dghts to which the Managers) may be entitled. The Manager(s) may, upon the app.9val of se the Members, take such action as Is necessary to carry out the Indemnification provisions and may adopt, approve and amend from time to time such rasoluflons or contracts Implementing such provisions or such further Indemnification arrangements as may be permitted by law. 5.11 Liability of Managers, So long as the Managers act in good fatlh with respect to the Conduct of the business and affairs of the Company, no Manager shall be 09/24/2015 MOx 13, 01 rnx 540 345 3973 Vieux eye Centex U012/025 liable or accountable to the Company or to any of the Members, In damages or otherwise, for any error of Judgment, for any mistake of fact or of law; or for any other act or thing which he may do or refrain from doing In connection with the business and affairs of the Company, except for willful misconduct or gross negilgnce.er breach of fiduciary duty, and further except for breaches of contractual obligatidris.or agreements between the Manager(s) and the Company., ARTICLE VI CONTRIBUTIONS TO TNC rnraoary s 6.01 Initlal Capital Contributions, Each Member, upon the execution of this Opemfing Agreement, shall make as an Initial Capital Contribution the amount shown on Exhibit A. which Is attached hereto. The Initial Capital Contribution to be made.by any Person who hereafter Is admitted as a Member and acquires his Membership Interest from the Company shall be determined by the Members. 6.02 Additional any Capital Contribution in Capital ddition to his 11111181 Capital Caontributi Contribution. Members may make additional Capital Contributions to the Company only If such additional Capital Contributions are made pro rata by all the Members or all the Members consent In writing to any non-pro rata contribution. The fair market value of any property other than cash or widely traded securities to be contributed as an additional Capital Contribution shall be (a) agreed upon by as of the Members before contribution, or (b) determined by a disinterested appraiser selected by the Manager(s). 6.03 Interests and Return of Capital Contribution. No Member shall receive any Interest on his Capital Contribution. Except as otherwise specifically provided for herein, the Members shall not be allowed to withdraw or have refunded any Capital Contribution. 11.04 Capital Accounts. Separate Capital Accounts shall the maintained . for each Member In accordance With the following provisions: To each s Ilpl shall be credited the fair value of such Ms ber'nd aCaitalC Contribution and any additional Capital Contributions, such Member's distributive share of profits, and the amount.of any Company Ilabilities that are assumed by such Member. amount of cash)and the fair market value oafpaanny Account ty distributed to such Member Pursuant to any provision of this Operating Agreement, such Member's distributive share Of losses, and the amount of any liabilities of such Member that are assumed* the Company or that are secured by any properly contributed by such Member to.the Company. 05/24/2015 MON 13e 01 F 540 345 3973 vlskar aye Center 161013/025 (0) In the event any Interest In the Company Is transferred In accordance with the terns of this Operating Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. (d) The Capital Account shall also include a prq oats share of the felt market value of any property contributed by a parson who Is not a NIX shore such. value a I the Same value reported for federa l gift tax purposes if a gift tax retum b filed, and it not the value in the case of real property shall be determined by an Independent M14•A•I. appraiser actively engaged In appra isal work In the area where such property is located and selected by the Managers, and otherwise by the certified public accountant Oraoccurdante then serving the Company. (e) If any Member makes at non -pro rote Capital Contribution to the Company or the Company makes a non - pro rate distribution to any Member, the Capital Account of each Member shall be adjusted to reflect the then:falr market value of the assets held by the Company Immediately before the Capbal Contribution or distribution. 6.05 Loans W the Company, If the Company has Insufficient funds to meet Rs obligations as hey come duo and to Carry out its routine, day -to -day affairs, .then, in lieu of obtaining required funds from third parties or selling its assets to provide required funds, the Company may, but shell' not be required to, borrow necessary that the terms of such borrowing shall be commercially reasonable. aThe C mpanyVmay pledge ompany sh ll not be considered CCaapital Loans tributions advances nd shall not Increase he CapitalAccount balance of the lending or advancing Member. 8.08 Effect of Sale or Exchange.. In the event of a permitted sale or other trenafsr of a Membership Interest In the Company, the Capital Account of the transfe shall become the Capital Account of the transferee to the extent ft ,,also tc ror ro transferred Membership Interest. 8.07 Distributions, All distributions of cash or other property (except upon the Company% dissolution, which shall be governed by the applicable provisions orthe Act and Article IX hereof) shall be made to the Members in proportion to their respective Membership Interests. All distributions of cash or property johall be made at ouch time and In such amounts as determined by the Maneger(e). All smarts' v thhaW pursuant to the Code of any pmvislans of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section. 0.08 Allocations. Except as otherwise provided In Section 8.ob hereof, gill 10 09/24/2015 MOM 13101 pan 500 305 3973 vl4ksr eye Center IQO10 /p25 Items of Income, pain, loss, deduction and credit, whether resulting from the Company's operations or in connection with Its dissolution, shall be allocated to the Members for federal, state and local Income tax purposes In proportion to their respective Membership Interests, 0.09 Allocation with Respect to Property. If, at.any time during the Company's existence, any Member contributes to the Company property with an ad)usEad basis to the contributing Member which is more or less than the agreed Seir market value and such property Is accepted by the Company at the time of .@a• contribution, the taxable Income, gain, loss, deductlons and credits with respect toeuch contributed properly for tax purposes only (but not for purposes of calculating th e Membere' respective Capital Accounts) shall be shared among the Members ti e. to take account of the variation between the basis of the property to the Company and Its agreed felt market value at the time of contribution, pursuant to Section 704(c) of the Code. ARTICLE VII 7.01 Records. The Company shall maintain and make available to the Members Its records to the extent provided in the Act or by low. 7.02 Flnanolol and Operating Statements and Tax Return*.. Within seventy -five ('7M days from the close of each fiscal your of the Company, the Manager(s) shall cause to be delivered to each Member a ststementaeding forth such Members allocable share of all tax Items of the Company for such year, and all such other Information as may be required to enable each Member to prepare his federal, State and local Income tax returns in accordance with all then applicable [eats, rules and regulations. The Manager(s) also shell cause to be prepared and filed ati.faderal, stateand local Income tax returns required of the Company for each fiscal year. 7.03 Banking. The funds of the Company shall be kept in one or more separate bank accounts In the name of the Company In such banks or other federally Insured depositories as may be designated by the Menager(e), or shell otherosebe Invested In the name of the Company In such manner and upon such .terns and conditions as may be designated by the Manager(s). All withdrawals from any such bank accounts or investments established by the Menagerie) hereunder shall -be made on such signature or signatures as may be authorized from time to time by Ire Manager(s). Any account opened by the Manager(s) for the Company shell notbe commingled with other funds of the Manager(s) or interested persons. 7.04 Power of Attorney. 11 081:4/2015 NDN 13, 02 FM 540 345 3973 vtsh" aye Center IQ015 /025 (a) Each Member does hereby Irrevocaby constitute and appoint the Manager(s) serving In office from time to time, and each f them, as such Member, true and lawful ledge, In his name, place and stead, to make, execute, consent to, swear to, acknowledge, record and file from time to time any and all f the folloi ft: be filed by the Company or the Meembe sr under ithe llawstof the Coymmonweualth of Virginia or under the applicable lows of an other Jurisdiction In order to conduct business in an such Jurladlo8on, to the extent the Manages deem an sucti fMhg to be necessary or desirable. Operating Agreement') Any amendment to the Articles adopted as provided In,this to effectuate the dls (111) Any and termination f the Company which may be required of this Operating Agreement. P y Pursuant to the provl6ians for himself, his suooeseare andsassigns7that the Intended grant of the ppowerr o ya�rneMem� r Managers) pursuant to subsection (a) Is coupled with an Interest, Is irrevocable, and shall survive the death or legal Incompetency of the Member or such assignment of his Membership Interest (c) One of the ways that the aforementioned power of attorney may be exercised is by listing the names of the Members and having the signature of the Manager or Managers, as attorney -In -feet appear with the notation that the signatory Is signing as attorney -In -feet of the listed Members. ARTICLE VIII ANHOWENT• RESIGNATION 8.01 Assignment Generally. Except as provided In Section 8.02,,8.08, and 8.09 of this Operating Agreement, each Member hereby covenants and agrees that he will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or an part of his interest In the Company to any person, firth, corporation, trust or other entity without first offering in writing to sell such Interest to the Company. during thi(2) The Company shall have the right to accept the offer at any the Company. The conssenttiofrap the Managers shall be required dttorauethorizethe exercise of such option by the Company. Thereafter, each Member shall have an option (pro-rata if more than one by interest) to acquire the offered Interest for an 12 09/24 12015 NOR 13, 02 rnx 540 345 3973 Vieter aye Center Iy1010 /025 additional thirty (30) days, if not acquired by the Company. the. period, such Interest neither during the following obdy (80) days be disposed offrea of the first refusal rights set forth In (a) above; prmddad, however, that the purchase price for such Interest shall not be less and the terms of purchase for such Interest shag,ntrt be more favorable then the purchase price and terms of purchase that wt haffaot been applicable to the Company had the Company purchased the Intat w uld:haad further that the purchaser shall first become a Member pursuant to west provided e ided Agreement: and provided further that any interest not so disposed of wRhlrrthe e0•day period shall thereafter remain subject to the first refusal rights set forth in (a) above, NO MEMBERSHI(P)INTERESTTSHALL BECOME PRECEDING, EMB R OF ASSIGNEE OF A EXCEPT UPON THE UNANIMOUS CONSENT OF THE NON - ASSIGNING MEMBERS IN THEIR SOLE DISCRETION, AND UPON SUCH ASSIGNEE EXECUTING A COUNTERPART OF THIS OPERATING AGREEMENT IN: +ftil* ASSIGNEE AGREES TO BE BOUND BY ALL PROVISIONS OF THIS OPERATING AGREEMENT, 8.02 Purchase of Certain Membership Interests. (a) • If an Option Event (as defined below) occurs with respect to any Member (an "Option Member, the Company shell have the option to purchase the Option Member's Membership Interest upon the terms and conditions set forth In this Secdon8.02. For purposes of the foregoing, an "Option Event" shall mean the (I) .fhe death, permitted resignation or dissolution of a Member, (II) the occurrence of any event set forth in Section 9.01(0) hereof, If an or the requisite remaining Member consents to continue the business of the Company as provided therein, and (11) the Inability of a Member to pay its debts generally as they become due, or any assignmant by a Member for the benefit of Its creditors, or the filing by a Member of a voluntary petition in bankruptcy or similar Insolvency proceedings, or the filing against a Member of an Involuntary petition In bankruptcy or similar Insolvency proceeding that is not dismissed within ninety (90) days thareaRgr. The tern "Option Member' shall Include an Option Members personal representative or trustee In bankruptcy, to the extent applicable. Member Upon notes of theoccurring an ce of such Option E nt option the Company. The Company shall have the option, but not the obligation, to purchase the immediately following the date ona which th receives notice of the c irre�w opTrthe Option Event Such option shall entitle the Company to purchase such Membership Interest for the fair market value of such Membership Interest, The feu h hem value Membership of the interest shall be the amount that the Option Member would receive In exchange for 13 00/24/2015 x00 13t 03 anx 540 345 3973 Vietax eye Center Im 011/028 his entire Interest In the Company If Me Company add all of its assets, subject to their liabilities, at their fair market value as of the data on which the Option Event occurred and distributed the net proceeds from Ouch nip In complete liquidation of the Company. The consent of all the Managers shall be required to authorize the sxarttise of such option by the Company. Such option must be exercised by dalivery of a written notice from the Company to the Option Member during the aforementioned period. Upon delivery of such notice the exercise of such option shall be Anil and binding:vn the Company and the Option Member, Company shall continue, and he Option Wmber shall retain exercised. his Membership Interest. a (d) The fair market value of the Option Member's Membership, Interest shall be determined as expeditiously as possible by a disinterested appraiser mutu'atiy selected by the Option Member and he Company (the Company's selec95inbeing made by the Manager(a)). If the Option Member and he Company are unablerto,agrea on a disinterested appraiser, then fits Option Member and he Company shell each select a disinterested appraiser and If the disinterested appraisers selected are not able to agree as to the fair market value of the Interest, then the two (2) dfslntereated appraisers shall select a third disinterested appraiser who shall determine the fair market value. The determination of the fair market value of the Option Members Membership Interest by the appraiser or appraisers shall be conclusive and. binding on all parties. The appraiser (or appraisers) shall arrive at the valuation using the valuation method or methods determined by the apprelser(s) to be appropriate in light of the condition of the Company and the Industry at the time and any other pertinent factors, All costs of an appraiser mutually selected by the Option Member and the Company.or the two (2) disinterested appraisers shall be shared equally by the Option Member and the Company. All costs of an individually selected appraiser shall.be borne by the parties selecting such appraiser. (e) If the option to purchase the Option Members Membership Interest is exercised by the Company, than not later than thirty (30) days after the dote on which the appraisal described above is complete (the "Appraisal Date "), the Company shall make a distribution of properly (which may be cash or otlier assets d. the Company) to the Option Member with a value equal In amount to the fair market value of the Option Members Membership Interest; provided, however; that at the election of the Company such distribution to the Option Member may be made In five (6) equal annual Installmants, the first of which shall be made an the thirtieth (30th) day after the Appraisal Date and oe of which shall be made n the same date n.each of the four (4) years thereafter, provided, further, however, that notwithstanding an election by the Company to make the distribution to the Option Member in .five (6p equal annual installments, the Company may accelerate without penalty all of such Installments at any time or any par of such installment at any time: If the Company elects to make distributions to the Option Member In five (6) equal annual Installments an provided herein, the Company, In addition to ouch annual Installments, shallpsy the 14 08/2412015 NON 13, 03 PAS 540 345 3973 9lstar eye Center IfJ018 /p25 Option Member additional amounts oorhputed as if the Option Member were enti8ed.to Interest on the undistributed amount of the total dlabibugon to which the Option Member to entitled hereunder at an annual rate equal to the annual Fade a Tenn Rate In effect under Section 1274(d) of the Code, es determined on the 3ral Mid-Term the Appraisal Oaf, which additional amounts, computed like interest, shall be due and Payable-on the same dates as the annual Installments of the distribution payable to,the Option Member hereunder. Any unpaid capital contributions of the Option Merdberand any damages occurring to the Company as a result of the Option Event shall be taken Into account in determining the net amount due the Option Member at the closing; and any excess of such unpaid capital contributions or damages over the amount duo at closing shalt be netted against subsequent Installment payments as they become, due, M If at a time when the Company has an option to purchase An Option Members Membership Interest, It Is prohibited from purchasing ail or any portion .of such Membership Interest pursuant to the Act or any loan agreament, .or similar restrictive agreement, the Option Member and the remaining Membere.shall, to the extent Permitted by law, take appropriate nation to adjust the value of the Company'$ assets from bock value to a fair valuation based on accounting practices and principles that are reasonable under the circumstances in order to permit the Company to purchase such Membership Intereat If the Company becomes. obligated to purchase en Option Members Membership Interest under this Section .and the above action cannot be taken or does not create sufficient value to pemdt the Company to do $o, the Company shall be obligated to purchase the portion of the Membership Interest it is permitted to Purchase, with a proportionate reduction In the aggregate purchase price. the Company(or the IMe bens to fund ay mai yitainisuch life Insurance poi cies n the�s.oi, one or more Members as the Members determine from time to time to lie desirable. 8.09 Absolute Prohibition. Notwithstanding any other provision In thla Article VIII, the Membership Interest of Member, In whole or In pert, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, assigned, pledged, hypothecated, subjected to a security Interest or otherwise transferred or encumbered, If, as a result thereof, the Company would be terminated for federal Income tax Purposes In the optnin of counsel for the Company or such action would result in,a violation of federal or state securities laws in the opinion of counsel forthe Company. 8.04 Members Acquiring Membership Interest from Company. No Person, other than the InWal Members, who acquires a Membership Interest from the Company shall be admitted as a Member of the Company, except upon the unanimous consent of the Members. 8.05 Company Resignation. except upon No Member shall be entitled the to resign from. the unanimous wrltlen consent of the Mambers.ea i5 08/24/2015 NON 13. 03 Fm Sap 345 3913 stater Eye Center x'1019/025 determined In their sole discretion. Any attempted realgnallon; .Without such consent, shall be of no Tome or affaet. 8.08 Effect of Prohibited Action. Any transfer or other action In violation of this M040 shall be Vold Jg M and of no force or effect whatsoever. 6.07 .Rights of an Assignee. If an assignee of a Membership Interest Is not admitted as a Member because of the failure to satisfy the requlrehtents of.Sa lon ot 8,01 or 8.03 hereof, such esslgnes shall nevertheless be eml0 ro to receive such distributions from the Company as the assigning Member would hays been•entitled to receive under Sectln 6.07 of this Operating Agreement with respoct .to such Membership Interest had the assigning Member retained such Membership Interval. . 8.08 Olft to Family Member. Notwithstanding Section 8,01, a Member shall not be required to offer to sell his Membership Interest to the Company prior to transferring his Membership Interest to his spouse or any of his descendants, or to a trust the sole beneficiaries of which are one or more of his-spouse. ,end. his descendants, provided that such transfer s by way of jDkr intestate succession. Notwithstanding the Preceding sentence, 16 no testamentary or o Membership Interest by way of Iota[ yjyya gilt or testamentary or Intestate succession shall become a Member of the Company except upon the unanimous consent of the non - assigning Members. subject to the llmbVo s set forth in Section 8! 08, any Membership Interest that s1 held by a custodian for a minor under the laws of the Commonwealth of Virginia or any other elate shall be fully transferable and assignable to the minor, Without an offer being made to the Company, when the minor reaches the age of lorminabon•of such oustodlanship under the sppllcabie statute. 8.10 All Members Subject to Operating Agreement. NotwlBtatendirg any Other provision of this Operating Agreement, ay person who becomes a.Member of the Company shall be subject to all provisions of he Operating Agreement as If such Parson ware an original signatory to this Operating Agreement. ARTICLE IX DISSOLUTION 8.01 Events of Dissolution. The Company be dissolved upon the first to occur of the following; Company, (8) Any event which under the Articles requires dissolution of the 16 08/2412015 NON 13104 FAX 540 345 3973 viei4r Nye Center iQ020 /025 The unanunorrs written consent of the Members to the dissolution of the Company, (c) 'At anytime there are no Members; however, the Company la not dissolved and is not required to be wound up if, within six (6).months after the occurrence of the event that caused the dissociation of the last remaining Member, the Personal representative of the last remaining Member agrees in writing to continue the Company until the admission of the personal representative of such Member or Ifs nominee or designee to the Company as a Member, effective as of the occurrence .of the event that caused the dissoclaton of the last remaining Member. (d) The entry of a decree of Judicial dissolution of the Company as provided In the AcL (e) Any event not set forth above which under the Act requires dissolution of the Company. 9.02 Uquldatlen. Upon the dissolution of the Company, It shall windup Rs affairs and distribute Its masts In accordance with the Act by either ore combination of both of the following methods as the Members shall determine: (a) Selling the Company's assets and, after the payment of Company liabilities, distributing the net proceeds therefrom to the Members In proportion to their Membership Interests and In satlsiaotlon thereof; and/or each Member accepting an undivided interest in the Company's assets, subject to As ' liabilities, in satiefactlon of his Membership Interest The Interest conveyed to each Member In such assets shall constitute a percentage of the entire' Intersets In such assets equal to such Members Membership Interest. 9.03 Orderly Liquidation. A reasonable time as determined by the Managers not to exceed eighteen (18) months shall be allowed for the orderly liquidation of. the assets of the Company and the discharge of liabilities to the creditors so as to minlrnize any losses attendant upon dissolution. 9.04 Distributions. Upon liquidation, the Company assets (Including any cash on hand) shall be distributed In the following order and In accordance with the following priorities: (a) First, to the payment of the debts and liabilities of the Company and the expenses of liquidation, Including a sales commission to the selling agent, if ' any, than (b) Second, to the setting up of any reserves which the Manager(s) (or 17 09124/2019 MON 13, 04 FM 540 345 3973 vlelet eye Ceeeer U021 /025 the person or persons carrying out the liquidation) deem reasonably necessary for any contingent or unforeseen IlabgWes or obligations of the Company. Atthe expiration of ouch period as the Monager(s) (or the person or persons carrying out the liquidation) shall deem advisable, but In no avant to exceed 18 months, the Company shall distribute the balance thereof in the manner provided In the foliow4rg subsections; then Capital Account balances n the ratio of extent Sold CapitaAccounts, their efter first taking into account the allocations prescribed by Section 9.05 below, then Membership IrderestF urth, to the Members in proportion to their respective Property In kind.. the In fair market vale odistribution f su hopropertyushall be deten,Inedpby a .qualified and disinterested MAI. appraiser actively engaged in appraisal work in the Company's business, selected by the Menagerie) (or the person or persons carrying out the liquidation), and each Member shall receive an undivided interest In such Property equal to the portion of the proceeds to which he would be entf0ed.undat the Immediately preceding subsections if such property were sold at such fair market value. 9,05 Taxable Gain or Lop. Taxable Income, gain and lose from the sala:or distribution of Company property Incurred upon or during liquidation and terminaaon.of the Company shall be allocated to the Members as provided In Section 8,08 above. 9.0a No dissolution, each Memberr shall look solely to the assets of the provided ompany for they return of his Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company la Insufficient to return the.Capital Contribution of each Member, such Member shall have no recourse against any other Member. ARTICLE X MISCELLANEOIIai PROVISIONS 10.01 Attorneys' Fees. In the event any party brings an sotion to enforce any Provisions of this Operating Agreement, whether such action is at law, in equity-or otherwise, and such party provalls In such action, such party shall be entitled, In addition to any other rights or remedies available to It, to DOW from the non- prevelling Party or parties the reasonable costs and expenses Incurred In the inv ii;aflpn Preceding such action and the prosecution of such action, inGuding but not limited to reasonable attameys' fees and court costs. 18 09/20 /2015 MOx 13105 FM 500 305 3913 vistsx Nye Oeotax 1®022/025 10.02 Noticae, Whenever, under the provisions of the Act or other law, the Articles or this Operating Agreement, notice is required to be given to arty Psnion,.n shall not be construed to mean exclusively personal notice Unless ,otherwise Specifically provided, but such notice may be given In writing, by mall, addressed to the Company at to principal office from time to time and to any other Person at hls•edttrus as it appeals on the records of the Company from time to time, with postage thereon prepaid. Any such notice shell be deemed to have been given at the time it deposited In the United States mail. N01100 to a Person may also be given palsohallis y or by telegram or teleoopy sent to his address as it appears on the records of'the Company. The addresses of the initial Members as shown on the records of.dre Company shall originally be those set forth In Article III hereof, Any Person may change his address as Shown on the records of the Company by delivering written notice to the Company in accordance with this Section. 10.03 Application of Virginia Law. This Operating Agreement, and the Interpretation hereof, shall be governed exclusively by its terns and by the laws Pf the Commonwealth of Virginia, without reference to its choice of law provisions, and specifically the Ad. 10.04 Amendments. No amendment or modification of this Operating Agreement shall be effective except In accordance with the provisions of Section 4.02, 10.05 Construction. Whenever the singular number is used in this Operatng Agreement and when required by the context, the same shall include the plural, and the mascullne gender shall Include ths'feminlne and neuter genders. and viee.varsa. 10.08 Headings. The headings In this Operating Agreement are inserted for convenience only and are In no way Intended to describe, Interpret, define, oriimH the scope, extent or Intent of this Operating Agreement or any provision hereof. 10.07 Waivers, The failure of any party to seek redress for violation of or to insist upon the suit performance of any covenant or condition of this bperanng Agreement shall not prevent a subsequent act, which would have originally conati pttw a violation, from having the effect of an original violation. 10.08 Rights and Remedies Cumulative. The rights and remedies provided by this Operating Agreement are Cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use arry or all other.remediea. Such rights and remedies are given in addition•to any other rights the parties may have by law, Statute, ordinance or otherwise. - 10.09 Severablllty. If any provision of this Operating Agreement or the applicetlon thereof to any Person or circumstance shall be Invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the aPPltostion thereof Shall not be affected and shall be erdoreeable to the fullest extent 19 03/24/2015 EDe 13:05 FM 540 345 3973 Viet" eye Centez UV 3/025 permitted by law. 10.10 Heirs. Successors and Assigns, Each and all of the covenants, terms, Provisions and agreements herein contained shall be binding upon and inwre to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective helm, legal representativee, auccsssors and assigns. 10.11 Creditors. None of the provisions of this Operating Agreement shall be forths benefit of or enforceable by any credhor of the Company. 10.12 Counterpart&. This Operating Agreement may be executed in counterparts, each of which shall be deemed an origlnal, but an of which shall canstlptte one and the same Instrument, 10.13 Entire Agreement This Operating Agreement pats forth e0 of the premises, agreements, conditions and understandings Between the parties.respecgng the Subject matter hereof and supersedes all prior twgotietlorre can, pacins, Cdiscussions, erns correspondence, memoranda and agreements between the parties ebncemlr� such subject matter. - 20 08/24/2015 MON 13105 FM 500 345 3973 vialat eye Center 160241025 The undersigned, being sll the Members of the Company, hereby agree, acknowledge and certify that the foregoing Operating Agreement constilutee..the sole and entire Operating Agreement of the Company, unanimously adopted by the Members of the Company as of the date firstx%K(enahove_ r n 08/24/2015 NON 13,05 enx 540 345 3913 Vieksx Cye C.nt.r 40251025 FAIR MARKET VALUE AT MEMBkR PROEER DATE OF CONTRIBUTION TO THE COMPANY NARRATIVE The applicant, Franklin Road Properties, LLC, owns an undeveloped 0.32 acre parcel on Franklin Road (TM #1300121). The parcel is zoned R -12. Neighboring parcels (TMti 1300116 and 1300120) on Franklin Road (the "Adjacent Franklin Road Properties ") are zoned MX and are used as medical office buildings. The applicant wishes to rezone the 0.32 acre parcel from R -12 to MX (c). For an extended period of time, parking for customers and employees of the Adjacent Franklin Road Properties has been problematic. A 2002 cross- easement agreement between the parties allowed for joint access to Avenham Road through the Vistar parcel (TMn 1300120). Because of a lack of adequate on -site parking, Vistar employees, as well as employees of the dental offices on tax parcel 1300116 have been forced to park on neighboring streets. To lessen that impact on neighboring streets and to provide for safer employee parking, the applicant, comprised of physicians affiliated with Vistar, proposes to develop a parking lot containing eighteen (18) parking spaces on the subject property to serve the Adjacent Franklin Road Properties. That parking lot would be used exclusively by the Adjacent Franklin Road Properties, as more fully set forth in a cross - easement agreement, the current draft of which is enclosed. Without this additional parking, the functionality of the existing medical office buildings is severely handicapped. As shown on the proffered Development Plan, a landscape buffer would be installed around the small parking lot. No new access to Franklin Road would be created since the existing access for the Adjacent Franklin Road Properties would serve the parking lot as provided by the new cross- easement agreement. As illustrated on the enclosed Sections, the finished grade of the parking lot will not be significantly different than current grades. Views from the adjoining residential properties are also illustrated on the enclosed Sections, con,A Iian: N A Tux Mu Nos.: 1300120 ❑00116 13011121 CROSS - EASEMENT AGREEMENT PmParcd by and Reiam Ia'. Maryellen F. Goodlauc. Esq. V80 U19073 Glean. I ddmann. Darby & Goodiauc P. O. Box 2887 Roanoke. Virginia 24001 -2887 THIS CROSS- EASEMENT AGREEMENT (this "Agreement ") is executed, delivered and made effective as of this day of 2015 (the "Effective Date' ), by and among VISTAR PROPERTIES, LLC, a Virginia limited liability company, whose address is 2802 Brandon Avenue, S. W., Roanoke, Virginia 24015 ( "Vistar'), KENNETH D. CUMINS and LINDA R. CUMINS, TRUSTEES UNDER THE CUMINS LIVING TRUST DATED JUNE 16, 2004, and any amendments thereto (collectively, "Cumin "), whose address is 5145 Partridge Circle, S.W., Roanoke, Virginia 24018, and FRANKLIN ROAD PROPERTIES, LLC, a Virginia limited liability company, whose address is 3320 Franklin Road, Roanoke, Virginia 24014 ("Franklin Road Properties'), WITNESSETH: Background Information and Preliminary Statements The parties recite the following facts: A. The Pontes,- General Location of the Properties. Vistar, Cumin. and Franklin Road Properties are each the owner of certain adjoining parcels of real property located in the City of Roanoke, Virginia. B. The Vistar Property. Vistar owns that certain parcel of real estate located at the corner of Franklin Road, S.W. and Avenham Avenue, S.W. in the City of Roanoke known as 3320 Franklin Road, S.W. (Tax Map No. 1300120) (the " Vistar Property "). C. The Cumins Prope iv. Cumin are the owners of an adjacent parcel fronting on Franklin Road, S.W. to the north of the Vistar Property and known as 3308 & 3310 Franklin Road, S.W. (Tax Map No. 1300116) (the "Cumin Property "). D. The Franklin Road Propert c� Proveny. Franklin Road Properties is the owner of an adjacent parcel fronting on Franklin Road, S.W. to the north of the Cumins Property (Tax Map No. 130012 1) (the "FRR Property "). The Vistar Property, the Cumins Property and the FRR Property are sometimes hereinafter collectively referred to as the "Properties ". 1'. The Existing Easement. A Cross Easement Agreement dated June 24. 2002 and recorded in the City of Roanoke Circuit Court Clerk's Office as Instrument Number 020012049 (the "Existing Easement!'), granted cross - casements benefitting the Cumins Property and the Vistar Property by providing access to and from Franklin Road and Avenham Avenue as more particularly described in the Existing Easement. The rights and obligations contained in this Agreement are in addition to, and not in replacement of, the rights and obligations set forth in the Existing Easement. General Description of the Easements Granted Herein. Franklin Road Properties intends to construct a parking lot containing up to 18 parking spaces on the FRR Property (the "Parking Lot "). The Parking Lot will primarily serve the Vistar Property, but will provide no less than 4 parking spaces for the benefit of the Cumins Property. In order to provide for the development and use of the Parking Lot, to provide for the coordinated ingress, egress and access to, from and between the Properties and Franklin Road, the parties have agreed to grant certain easements over the Properties and to impose certain requirements on the parties hereto and their respective successors and assigns, which easements and obligations are generally described herein. AGREEMENT NOW, THEREFORE, in consideration of the premises, as set forth in the foregoing Background Information and Preliminary Statements, and of the mutual promises herein set forth, and for $10.00 and other good and valuable consideration paid, the parties do hereby grant and convey to each other with general warranty the following easements and do hereby make the following related agreements on and subject to the following terms, conditions, covenants, restrictions and provisions, intending to be legally bound hereby: ARTICLE I Franklin Road Properties Easement to Vistar Section 1.01. Parking Easement. Subject to the terms and conditions set forth in this Agreement, Franklin Road Properties hereby grants and conveys to Vistar for the benefit of the Vistar Property a non - exclusive easement for the purpose of vehicular parking on the areas designated by Franklin Road Properties for vehicular parking on the Parking Lot. Franklin Road Properties intends to develop eighteen (IS) spaces on the Parking Lot, fourteen (14) of which shall be for the use of employees in and visitors to the Vistar Property. Nothing in this agreement shall prohibit Franklin Road Properties from modifying the layout of the Parking Lot. Franklin Roanoke Properties hereby reserves the right to use such areas of the FRR Property and the Parking Lot for all purposes which will not interfere with the Vistar Property's enjoyment of the rights granted hereby. Franklin Road Properties shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Vistar Property's use of the designated parking areas on the Parking Lot. Section 1.02. Non - Obstruction Agreement. Franklin Road Properties shall not cause any improvements to be made on the FRR Property which unreasonably interfere with the use of the Parking Lot by Vistar. ARTICLE 11 Franklin Road Properties Easement to Cumins Section 2.01. Parking Easement. Subject to the terms and conditions set forth in this Agreement, Franklin Road Properties hereby grants and conveys to Cumins for the benefit of the Cumin Property a non - exclusive easement for the purpose of vehicular parking on the areas designated by Franklin Road Properties for vehicular parking on the Parking Lot. Franklin Road Properties intends to develop eighteen (18) spaces on the Parking Lot, four (4) of which shall be for the use of the Cumins Property, including its owners, tenants, and their employees, agents, and visitors. Nothing in this agreement shall prohibit Franklin Road Properties from modifying the layout of the Parking Lot. Franklin Roanoke Properties hereby reserves the right to use such areas of the FRR Property and the Parking Lot for all purposes which will not interfere with the Cumins Property's enjoyment of the rights granted hereby. Franklin Road Properties shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Cumins Property's use of the designated parking areas on the Parking Lot. Section 2.02. Non - Obstruction Agreement. Franklin Road Properties shall not cause any improvements to be made on the FRR Property or take any actions which interfere with the use of the FRR Property by Cumins. ARTICLE 111 Reciprocal Easements; Cumins to Vistar and Vistar to Cumins Section 3.01. Ingress /Egress Easement. Subject to the terms and conditions set forth in this Agreement, Cumins hereby grants and conveys to Vistar and its successors and assign, as an easement appurtenant to the Vistar Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic, but not for parking, upon, over, across and through the paved travel areas not designated for parking of the Cumins Property in order to access the Parking Lot, Franklin Road, and the Vistar Property. Cumins hereby reserves the right to modify the designated parking and travel areas in a manner, and to use the Cumins Property for all purposes, which will not interfere with Vistar's enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Vistar Property and the Parking Lot and Franklin Roadshall not be impeded by Cumins and shall at all times be maintained. Section 3.02. Non - Obstruction Agreement. Cumins shall not cause any improvements to be made on the Cumins Property which interfere with the use of this ingress /egress easement by Vistar. Section 3.03. In rg_ess /Euless Easement. Subject to the terms and conditions set forth in this Agreement, Vistar hereby grants and conveys to Cumins and its successors and assigns, as an easement appurtenant to the Cumins Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic, but not for parking, upon, over, across and through the paved travel areas not designated for parking of the Vistar Property in order to access the Parking Lot, Avenham Avenue, and Franklin Road. Vistar hereby reserves the right to modify the designated parking and travel areas in a manner, and to use the Vistar Property for all purposes, which will not interfere with Cumins' enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Cumins Property and the Parking Lot, Avenham Avenue, and Franklin Road shall not be impeded by Vistar and shall at all times be maintained. Section 3.04. Non - Obstruction Agreement. Vislar shall not cause any improvements to be made on the Vistar Property which interfere with the use of this ingress'egress easement by Cumins. ARTICLE IV Cumins and Vistar Easements to Franklin Road Prooert'e� Section 4.01, Ingress/F.eress Easement. Subject to the terms and conditions set forth in this Agreement, Cumins hereby grants and conveys to Franklin Road Properties and its successors and assigns, as an easement appurtenant to the ERR Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic upon, over, across and through the Cumins Property in order to provide access for the Parking Lot to and from Franklin Road and the Vistar Property. Cumins hereby reserves the right to use the Cumins Property for all purposes which will not interfere with Franklin Road Properties' enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Parking Lot, Franklin Road and the Vistar Property shall not be impeded by Cumins and shall at all times be maintained. Section 4.02. Temporary Easements. Cumins hereby grants and conveys to Franklin Road Properties a non - exclusive temporary access easement over the existing paved travel areas not designated for parking on the Cumins Property for the purposes of providing contractor access to the ERR Property in order to develop and construct the Parking Lot, and to provide periodic access to the Parking Lot for the purpose of maintaining the same. Franklin Road agrees to promptly repair all damage to the Cumins Property and the paved areas thereon caused as a result of use of this temporary construction easement. Section 4.03. Non - Obstruction Agreement. Cumin shall not cause any improvements to be made on the Cumins Property which interfere with the use of this ingressregress easement by Franklin Road Properties. Section 4.04. Ingress/Egress Easement. Subject to the terms and conditions set forth in this Agreement, Vistar hereby grants and conveys to Franklin Road Properties and its successors and assigns, as an easement appurtenant to the FRR Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic upon, over, across and through the Vistar Property in order to provide access for the Parking Lot to and from Avenham Avenue and the Cumins Property. Vistar hereby reserves the right to use the Vistar Property for all purposes which will not interfere with Franklin Road Properties' enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Parking Lot, Avenham Avenue, and the Cumins Property shall not be impeded by Vistar and shall at all times be maintained. Section 4.05. Non - Obstruction Agreement. Vistar shall not cause any improvements to be made on the Vistar Property which interfere with the use of this ingress /egress easement by Franklin Road Properties. ARTICLE V Parking Requirements Related to the Properties Section 5.01. Minimum and Maximum Parkin . As a result of the square footage of the existing improvements on the Cumins Property and the Vistar Property, and their current classification as medical clinics under the City of Roanoke Zoning Ordinance, there are minimum and maximum parking requirements attached to each. The parties agree that for the purpose of meeting the City of Roanoke minimum and maximum parking requirements, parking requirements applicable to the Properties shall be combined and shall be deemed to be shared. The parties agree to execute such documents as may be required by the City of Roanoke to confirm such sharing for the purpose of complying with City of Roanoke development and zoning requirements. The parties also recognize that a portion of the parking spaces in the Parking Lot may need to be pervious in order to meet City of Roanoke development requirements. ARTICLE VI Contingencies Section 6.01. Zoning. The parties recognize and agree that the Parking Lot cannot be constructed until the zoning classification of the ERR Property is changed to a zoning district which allows off -site parking. Franklin Road Properties is in the process of seeking that zoning amendment. Accordingly, the parties recognize and agree that the casements granted herein are subject to Franklin Road Properties' ability to rezone the Parking Lot and to develop the Parking Lot so as to meet all City of Roanoke development requirements. Section 6.02. Agreement with Vistar. The parties further understand, recognize, and agree that the obligations set out herein are subject to Vistar and Franklin Road Properties entering into a mutually acceptable agreement which addresses the development of, ownership of, and maintenance of the Parking Lot. Section 6.03. Recordation. Once the agreement described in Section 6.02 above has been executed by Vistar and Franklin Road Properties, and once the Parking Lot has been rezoned to permit its development, the parties agree that this Agreement may be recorded by Franklin Road Properties or Vistar. Until such time, the parties agree that this Agreement shall not be put to record. Section 6.04, Termination of Easement. The parties agree that if the Parking Lot has not been developed, or the contingencies set forth in Sections 6.01 and 6.02 arc not satisfied, by this Agreement and the rights and obligations provided herein shall terminate. ARTICLE VII Maintenance Obligations Section 7.01. Maintenance of the Access and Parking Easement Areas. Except for maintenance or repairs the need for which arises from the acts or omissions of-the other party, its agents, employees, tenants, licensees or invitees, each party shall be solely responsible for the maintenance, including snow removal, and repair of the parking and easement areas located on their respective Properties. The costs of any and all repairs or maintenance which a party, in its reasonable discretion, determines arise from the acts or omissions of the other party, its agents, employees, tenants, licensees or invitees, shall be borne solely by the other party. Such party agrees to carry out any maintenance or repair activity required under this section with diligence and dispatch and shall use its best efforts to complete the same in the shortest commercially reasonable time under the circumstances, but in no event shall such maintenance or repair activity continue without completion for more than sixty (60) days. Such party shall not carry out any such maintenance or repair activity in such a manner as to interfere unreasonably with the other party's use and enjoyment of its Property. If a party tails to comply with the requirements of this Section, or unreasonably interferes with the rights granted or reserved to the other party hereunder, then, after having complied with the procedures set forth in Section 9.01 hereof, the other party may pursue any of the remedies afforded to it under Section 9.02 hereof. ARTICLE VIII Indemnification Section 8.01. Indemnification. (a) By Vistar. Except for injuries, deaths, losses, damages, or other matters resulting from the acts or omissions of Cumins or Franklin Road Properties or of the agents, employees, licensees and invitees (excluding Vistar) thereof, Vistar shall indemnify Cumins and Franklin Road Properties and save them harmless from and against all loss, liability, damage, actions, causes of action, or claims for injury, death, loss or damage of whatever nature to any person, property or business interest caused by or resulting from an act or omission of Vistar or agents, employees, servants, licensees (excluding Cumins and Franklin Road Properties), invitees, tenants or subtenants of Vistar in respect of the matters set forth in this Agreement, and from and against any and all costs, expenses or liabilities (including reasonable fees of attorneys, paralegals, experts, court reporters and others) incurred by Cumins or Franklin Road Properties in connection with any claim, action or proceeding in respect of any such loss, liability, damage or claim. (b) By Cumins. To the extent allowable by law, except for injuries.. deaths, losses, damages, or other matters resulting from the acts or omissions of Vistar or Franklin Road Properties or of the agents, employees, licensees and invitees (excluding Cumins) thereof, Cumins shall indemnify Vistar and Franklin Road Properties and save them harmless from and against all loss, liability, damage, actions, causes of action, or claims for injury, death, loss or damage of whatever nature to any person, property or business interest caused by or resulting from an act or omission of Cumins or agents, employees, servants, licensees (excluding Vistarand Franklin Road Properties), invitees, tenants or subtenants of Cumins in respect of the matters set forth in this Agreement, and from and against any and all costs, expenses or liabilities (including reasonable fees of attorneys, paralegals, experts, court reporters and others) incurred by Vistar or Franklin Road Properties in connection with any claim, action or proceeding in respect of any such loss, liability, damage or claim. (c) By Franklin Road Properties, Except for injuries, deaths, losses, damages, or other matters resulting from the acts or omissions of Cumins or Vistar or of the agents, employees, licensees and invitees (excluding Franklin Road Properties) thereof, Franklin Road Properties shall indemnify Cumins and Vistar and save them harmless from and against all toss, liability, damage, actions, causes of action, or claims for injury, death, loss or damage ofwhatevcr nature to any person, property or business interest caused by or resulting from an act or omission of Franklin Road Properties or agents, employees. servants, licensees (excluding Cumins and Vistar), invitees, tenants or subtenants of Franklin Road Properties in respect of the matters set forth in this Agreement, and from and against any and all costs, expenses or liabilities (including reasonable fees of attorneys, paralegals, experts, court reporters and others) incurred by Cumins or Vistar in connection with any claim, action or proceeding in respect of any such loss, liability, damage or claim. ARTICLE IX Defaults and Remedies Section 9.O1. Defaults. If any party (the "defaulting party ") should fail to observe any of the terms, conditions, restrictions or provisions of, or should fail to perform any of its covenants or obligations under this Agreement within a period of thirty (30) days alter either of the other party (the "non- defaulting party ") has given to the defaulting party written notice thereof then the defaulting party shall be in default under this Agreement; provided that if the obligation is of such a nature that the same cannot, with due diligence, be reasonably performed within such 30-day period, then such default shall be deemed to have been cured if the defaulting party commences such performance within such 30 -day period and thereafter undertakes and proceeds with due diligence to complete the same and does complete the same within a reasonable time. If a default has occurred and is not cured within the time period specified in this section, then the non- defaulting party shall have all of the rights and remedies afforded to it by law and also all of the rights and remedies set forth in Section 9.02 hereof (whether or not they are expressly provided by statute or recognized by judicial precedent), any one or more of which may be exercised and enforced independently or concurrently at any time after such default, without further notice to the defaulting party and without waiving any of the non - defaulting parties' other rights and remedies, and all of which shall, to the extent applicable, survive the termination of any right granted in this Agreement. Section 9.02. Remedies. (a) Cure. If cure is not effectuated within the time periods as provided in Section 9.01 above, the non- defaulting party may cure, but is not required to cure, any default of the defaulting party under this Agreement and if the non - defaulting party should do so, then it shall be entitled to be reimbursed for all reasonable costs and expenses incurred by it in connection therewith, from either the defaulting party, its contractors, or its insurance carriers. (b) Civil Actions. The non - defaulting party may sue the defaulting party for the specific performance of any obligation undertaken by the defaulting party in this Agreement, for injunctive or other equitable relief, or for damages in any court of competent jurisdiction in order to recover any such amount as may be due and payable to the non - defaulting party, Section 9.03. Obstruction Defaults. Notwithstanding anything to the contrary contained in this Agreement, and except where obstruction is reasonably necessitated in order to perform any maintenance or repair obligation for an easement in accordance with this Agreement, in the event vehicular access through an easement area is completely obstructed (each such event, an "Obstruction Default "), the owner of the benefited parcel may notify the owner of such easement area by any means reasonable under the circumstances, including via facsimile or telephone, of the Obstruction Default and demand that the Obstruction Default be remedied. If, after twenty- four (24) hours after such notice has been provided, the owner of the easement area has not remedied the Obstruction Default or commenced to remedy the Obstruction Default and thereat ter remedies such Obstruction Default within forty -eight (48) hours, the owner of the benefited parcel shall have the right (but not the obligation) to enter upon such easement area and remedy the Obstruction Default and shall be reimbursed by the owner of the easement area for the reasonable costs for such remedy upon demand. ARTICLE X Force Majeure Section 10.01. Delays. The time periods by which a party is required to perform its obligations under this Agreement shall be extended by the period of any delays arising by reason of excused causes which render performance impracticable. Excused causes include, without limiting the generality of the foregoing, war. nuclear disaster, insurrection, strikes or other labor disputes, unavailability of materials, riot, rationing, civil disobedience, fire, flood, hurricane, earthquake, any act of God and acts, failures to act, actions and proceedings or regulations of any govemmental authority (whether legislative, executive, administrative or judicial). Notwithstanding the foregoing, excused causes shall not include (i) causes which result from the gross negligence or willful misconduct of the party seeking an extension of time pursuant to this Section 10.01 or (ii) a lack of funds. ARTICLE Xi Notices: Notice of Transfer Section 11.01. Notices. Except as set forth in Section 9.03, any notice or other communication required or permitted to be given to a party under this Agreement shall be in writing and shall be given by one of the following methods to such party at the address set forth at the end of this Section 11.01: (i) It may be sent by ordinary U.S. mail or by registered or certified U.S. mail, return receipt and postage prepaid, or (ii) it may be delivered in person or by over -night courier, facsimile, or any other means for transmitting a written communication provided that such means allows for confirmation of receipt which confirmation shall be required to effectuate notice under this Section 11.01. Any such notice shall be deemed to have been given upon receipt or refusal of receipt. Either party may change its address for notice by giving written notice thereof to the other party. The address of each party for notice initially is as follows: Uto Vistar: Vistar Properties, LLC 3320 Franklin Road Roanoke, Virginia 24014 Facsimile If to Cumins: Kenneth D. Cumins and Linda R. Cumins, Trustees 5145 Partridge Circle, S.W. Roanoke, Virginia 24019 Facsimile: If to Franklin Road Promrf cs: Franklin Road Properties, LLC 3320 Franklin Road Roanoke, Virginia 24014 Facsimile: Section 11.02. Notice of Transfer. Ira party should transfer its interest in its Property, it shall immediately notify the other party of such transfer in the manner provided in Section 11.01 hereof. Such notice shall contain the name of the transferee and the address of such transferee for purposes of receiving notices hereunder. Ira party fails to notify the other of a transfer of its interest in its Property, or fails to include the address of the transferee in a transfer notice, the other party may, but shall not be obligated to, send notices hereunder to such transferee at the tax mailing address listed for such transferee on the books of the City of Roanoke tax collector's office until such time as the transferee has notified the other party of a different notice address in the manner provided in Section 11.01 hereof. ARTICLE XII Miscellaneous Provisions Section 12.01. Successors and Assiens. Except as otherwise provided herein. this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns (including successive, as well as immediate, successors and assigns) of the parties hereto. Section 12.02, Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The parties hereby submit to the ezclusivejurisdictian of the state courts located in the City of Roanoke, Virginia, in any action or proceeding arising out of, or related to this Agreement, and the parties hereby agree that all claims in respect to any action or proceeding shall be heard or determined only in these courts. Section 12.03. Remedies Cumulative. All rights and remedies of the parties hereto enumerated in this Agreement shall be cumulative and, except as specifically contemplated otherwise by this Agreement, none shall exclude any other right or remedy allowed at law or in equity, and said rights or remedies may be exercised and enforced concurrently. No waiver by any party of any covenant or condition of this Agreement, to be kept or performed by any other 10 party to this Agreement, shall constitute a waiver by the waiving party of any subsequent breach of such covenant or conditions, or author= the breach or non - observance on any other occasion of the same or any other covenant or condition of this Agreement. Section 12.04. Duplicate Originals. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which. taken together, shall constitute a single instrument. Section 12.05. Article and Section Captions. The Article and Section captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement. Section 12.06. Severability. If any provision of this Agreement or the application of any provision to any person or entity or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or entity or circumstance, all of which other provisions shall remain in full Tome and effect. Section 12.07. Amendments in Writing. No change, amendment, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon any party unless in writing and signed by all of the parties hereto. Section 12.08. A areement for Exclusive Benefit of Parties; Further Assurances. The provisions of this Agreement are for the exclusive benefit of the parties hereto and not for the benefit of any other person or entity, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third person or entity. The parties agree that each will execute such additional documents as may be reasonably required to effectuate the terms of this Agreement. Section 12.09. No Partnership Joint Venture or Principal - Agency Relationship. Neither anything contained in this Agreement nor any acts of the parties hereto shall be deemed or construed by the parties hereto, or any of them, or by any third person or entity, to create the relationship of principal and agent, or of partnership, or ofjoint venture, or of my such association between the parties to this Agreement. Section 12.10. Written Consent Rewired. Whenever a party is requested to consent to or approve of any matter with respect to which its consent or approval is required by this Agreement, such consent or approval, if given, and unless a shorter time period is specified herein, shall be given in writing and shall be given within thirty (30) days of request therefor. Failure to consent, reject, approve or disapprove in writing within such thirty (30) day period (or such shorter time period as may be specified herein) shall constitute consent and approval. Section 12.1 I. Reasonableness of Consent or Approval. Whenever a party is entitled to exercise some right under this Agreement, only with the prior consent or approval of another party, such consent or approval shall not be unreasonably withheld, delayed or conditioned, unless otherwise stated herein. Section 12. t 2. Covenants Run With the Land. It is intended that the covenants, easements, agreements, promises and duties of each party, as set forth in this Agreement, shall be construed as covenants and not as conditions and that, to the fullest extent legally possible, all such covenants shall run with and be enforceable against both the covenantor and the land or constitute equitable servitudes as between the parcel of the respective covenantor, as the servient tenement, and the parcel of the respective covenantee, as the dominant tenement. Section 12.13. No Merger. All of the provisions of this Agreement are for the mutual benefit and protection of the present and all future owners of the Properties; and if there should at any time be common ownership of any of the Properties, or any estate therein, then it is the intention of the parties hereto that there be no merger into the respective fee simple estates of the rights and benefits and the obligations and burdens of this Agreement, but rather that such rights and benefits and such obligations and burdens shall be separately preserved for the benefit of all future owners of the fee simple estates in said Properties. Section 12.14. No Dedication. Nothing in this Agreement shall be deemed to constitute a gift, grant or dedication of any portion of the Properties to the general public or for any public purpose, provided that the parties shall have the right to extend the benefit of any of the easements granted herein to any governments[ unit, public body and /or utility company for the purpose of the construction, installation, operation, maintenance, repair, relocation, modification, extension or alteration of utility lines and related facilities, but such grant shall be subject to the terms and conditions hereof. Section 12.15. Termination of Liability Upon Transfer. If the owner of a Property should transfer its fee simple interest in and ownership of such Property, then the liability of the transferor for the breach of any covenant or provision contained in this Agreement and the liability of the transferor for any obligation arising under this Agreement occurring after the date of such transfer, shall automatically be terminated; and the transferee, by the acceptance of the conveyance of such fee simple interest, shall automatically be deemed to have accepted, assumed and agreed to observe or perform such covenant or provision after the date of such transfer. Section 12.16. Compliance With Laws. The parties, at their sole cost and expense, shall obtain any necessary licenses and permits and otherwise shall comply with any and all federal, state, local and other governmental statutes, laws, rules, orders, regulations and ordinances affecting or relating to their respective Properties, including, without limitation, any requirements or obligations set forth in any applicable wring ordinance or limitation text. Section 12.17. Restoration. If, as a result of the exercise of any easement rights created under this Agreement, a party shall damage or disturb the improvements of the other party 12 (ordinary wear and tear excepted) that are part of or are permanently located in the easement area, the party causing such damage or disturbance shall promptly repair or restore the Property of such other party to, as near as possible, the condition existing prior to such damage or disturbance. M WITNESS WHEREOF, the parties have caused the Cross - Easement Agreement to be executed under seal by their duly authorized representatives, to be effective as of the date first above written. VISTAR PROPERTIES, LLC, a Virginia limited liability company 10 Kenneth D. Cumins, "trustee under the Cumins Living Trust dated June 16, 2004, and any amendments thereto Linda R. Cumins, "I rustee under the Cumins Living Trust dated June 16, 2004, and any amendments thereto FRANKLIN ROAD PROPERTIES, LLC, a Virginia limited liability company NOTARY ACKNOWLEDGMENTS ON FOLLOWING PAGES] 13 STATE OF ) to -wit: CITY / COUNTY OF The foregoing instrument was acknowledged before me this day of 2015, by _, of Vistar Properties, LLC, a Virginia limited liability company, on behall of said company. Notary Public Commission Expires: Registration Number: STATE OF to-wit: CITY COUNTY OP The foregoing instrument was acknowledged before me by Kenneth D. Cumins, Trustee under the Cumins Living Trust dated June 16, 2004, this _ day of , 2015. Commission Expires: Registration Number: Notary Public 14 STATE OF ) to -wit: CITY / COUNTY OF The foregoing instrument was acknowledged before me by Linda R. Condos, Trustee under the Cumins Living Trust dated June 16, 2004, this day of , 2015. Notary Public Commission Expires: Registration Number: STATE OF ) to -wit: CITY / COUNTY OF The foregoing instrument was acknowledged before me this _ day of . 2015, by of Franklin Road Properties, LLC, a Virginia limited liability company, on behalf of said company. Commission Expires• Registration Number. Notary 15 PROFFER TO BE ADOPTED ON ROANOKE CITY TAX PARCEL NO, 1300121 The property shall be developed in substantial conformity with the Development Plan prepared by Lumsden Associates, P.C. dated July 8, 2015 and revised September 17, 2015 and attached hereto as Exhibit A ("Development Plan ") subject to those changes which may be required by the City of Roanoke during development plan review. EXHIBITrrArr DEVELOPMENT PLAN Wiz• =��= Yi- ��� — �� PROPERTY CF GRAPHIC SCALE FRANKLIN ROAD PROPERTIES, LLC 9MAi ALONG PRANKUN ROAD CITY OF ROANOKE, VIRGINIA REVISED: September 1],2015 July B, 2015 LUMSDEN ASSOCIATES, P.C. area eRAMeLEron AVENUE PHONE: ISaDI ns -loll b ENGINEERS - SURVEYORS- PLANNERS Ro. Nox zo55s FAX: (540) n3 -9aAS C011 MOi 11-U2 ROANOKE, VIRGINIA ROANOKE,VIRGINIA 2,1018 E -MAIL MML@LUMSDENPC.COM n0' PROPOSED DEVELOPMENT SUMMARY M111ID EVIR 1IX IISIWCr r@ 9 rAOM � u,' torAU an AS (N.rn s/ toT . usra� T MAJ. CMtlM M M rEWPE1fl n OF fflTgN /' r ]Bl -6N AO iIAE fi19 -I (F 1Y£ CmE (i 111E OIY Lf _A+ a -- RPVAYE SFECPMNLY. PEIE 91ALL E NI B-f[Oi EfFP YNO IEIN CE�WJS ,165 INO E`hRtJEDr 9MIfl5 ,LLaN4 sl#Ei /J. �'` ,. 1 EMMA(£ NO RQUg51RE5 AD sM95 �11FII: ME / _ _ vuxxc uEA uo reuilNC IE9llIR4 miRCrs ' yfyy �1 r �I!jFa;Za3 RETAIN WALL ELEVATION Ri SCAE: 0' ( )) mv¢ M 6T '.. ° & a ry iu /rm W6q "�3,uY9 ` z xa y tY EN1.W d/{IP RAl1WR 1 EINAISR 9.FEFR LALEC.WIG 9WL IMYfL ``Of,F -L ;`- "%�\� -'I ^:'�1W 1 '/- I w�rma .1 flCW 6 ENRIiIF➢I 11EF3. RNIIFR pl C rExms Aac ME Pwt'PExtt u1E uo a flLF 5. y 1 V / '� I r w�voE�wrix f FAAI'.1EEDI M P.VY.K NE1 NU A@11RIG A4➢EfIINL p5AT f [ ANNSIAFS PJRRO TPtlMIWi TE .��� ��� i IEeuam rr 11E ME/. Al w axsWWI ;' , AU N%Ma , IRf) MR 152 Y ,_ ;, r . J EXHIBITrrArr DEVELOPMENT PLAN Wiz• =��= Yi- ��� — �� PROPERTY CF GRAPHIC SCALE FRANKLIN ROAD PROPERTIES, LLC 9MAi ALONG PRANKUN ROAD CITY OF ROANOKE, VIRGINIA REVISED: September 1],2015 July B, 2015 LUMSDEN ASSOCIATES, P.C. area eRAMeLEron AVENUE PHONE: ISaDI ns -loll b ENGINEERS - SURVEYORS- PLANNERS Ro. Nox zo55s FAX: (540) n3 -9aAS C011 MOi 11-U2 ROANOKE, VIRGINIA ROANOKE,VIRGINIA 2,1018 E -MAIL MML@LUMSDENPC.COM n0' o -eeot• SECTION ROW N -N NN Qua � SN SECTION 3 LUMSDEN ASSOCIATES, P.C.I 4664BRAN3LETONAVENUE PHONE: 15401]]4-0411 ENGINEERS - SURVEYORS - PLANNERS P.O. BOX 20669 FAX: 15401 n2 -9445 ROANOKE, VIRGINIA R&NOKE,VIRGINN 24015 EauB: MAIL @LUM6OENPC.COM SECTION LOCATION MAP BB1E .E "W us+a om ov Bo.. wunxu GRAPHIC SCALE EXHIBIT "B" PROPOSED SECTIONS PROPERTY W FRANKLIN ROAD PROPERTIES, LLC STUAR ALONG FRANKLIN ROAD CRY OF ROANOKE, VIRGINIA J91Y 8, 2015 7. 1290145 °- ZONING DISTRICT MAP ; 0 Franklin Road SIN 1290147 Official Tax Parcel: 1300121 Area to be Rezoned �y 1 _ � Conditional Zoning Zoning s RA (Residential- Agriculture) �H�PXQ T✓., �,'� `200 ,- 5 eqr a 11°°" 0 R -12 (Res. Single- Family) mIV I60 R -7 (Res. Single- Family) R -5 (rtes. Single- Family) R -3 (Res. Single - Family) of 150�� RM -1 Res. Mixed Densit RM -2 (Res. Mixed Density) o :=i„.. = ' . 13 _ 00773 - RMF (Res. Multi - Family) CN (Commercial- Neigh) CG (Commercial- Generaq ,:' a. 1J00114 CLS (Commercial -Large Site) w I -1 (Light IndusMel) w 1 -2 (Heavy Industrial) it 130 " 300115 0j D (Downtown) wo 0 MX (Mixed Use) '""r - @ a x i�a `�t,Y IN (institutional) ROS (Rae & Open Space) n ve 2 } a .7`, .1300118 c Q AD (Airport Devi �, Q� g3007p #C MXPUD (Mixed Use Planned Unit Dev) x,�ykk die INPUD (Institutional Planned Unit Dev) IPUD (Industrial Planned Unit Devi o M. OF (Urban Flex) n - '» - a'wmHHPM PV6 ,, ko, P m a 0 50 100 Feet a2 .1090428 reis>F)rus.- Department of Planning, Building and Development Roan 166, Noel C. Taylor Municipal Building 215 Chumh Avenue, S.W. Roanoke, Virginia 24011 Phone: (540) 883.1730 Fax: (540) 8531230 Date: ipa0ust37, 2ot5 Submittal al ❑ Rezoning, Not Otherwise Listed Rezoning, Condbonel ❑ Rezoning to Planned Unit Development ❑ Establishment of Comprehensive Sign Overlay District Address: 0 Franklin Road Rcarroke, Virginia AUG 31 2015 - Click Hein la Pnd- CIT'OF ROANOKE PUNNING BUILDING & Original APPlkauon ❑ Amendment of Proffered Conditions ❑ Amendment of Planned Unit Development Ran ❑ Amendment of Comprehensive Sign Overlay District Official Tax No(s) : 11300121 ❑ With Conditions Existing Base Zoning: R -t2, Resklentail Single-Famillf � O Without Conditions (If mul8ple zones, please manually enter all districts.) Ordinance No(s). for Existing Conditions (If applicable): x❑ With Conditions Proposed Parldng for Tax Parcels 1300120 & 1300116 Requested Zoning: t, Mixed Use ❑ Vlithoul Conditions Land Ilse: �I Name: Franklin Road Properties, LLC Phone Number. +1154013446770 Address: 3320 Franldln Road ,VA 24014 E -Mat: smtbNekow -l.mm r Phone Number: Name: Address: E -Mail: Applicant's Signature: Name: Imaryellen F. Goodtatte, Fsq. Phone Number: +1(540) 224.8000 Adder: Glenn Feldmann, et at., P.O. Boz 2887, Roanoke, VA 24001 -2867 E•Mail: m9�lata'®glennfeldmann.com Au01ori2 nt's Signature: F— Completed application term and checklist. ROANOKE r Written narrative explaining the reason for the request. F Metes and bounds description, If applicable, R' Piling fee. r­ oncept plan meeting the Application R eq uirements of tem2 Zoning Amendment Procedures. V, Written proffers. See the City's Grade lo Proffered Conditions r Concept plan meeting the Appkation Requbements of item 2(c)' in Zonkg Amendment Procedures. Please label as development plan' if proffered. F Development plan meeting the requirements of Section 35.2 -326 of the City's Zoning Ordinance. F Comprehensive signaller plan meeting the requirements Of Section 36.2- 336(d)(2) of the Citys Zoning Ordinance . r - ' applicable. Amended development or concept Plan meeting the Appticelion Requirements of hem 7(c)' in Zoning Amendment Procedures, r Written proffers to be amended, See the City's Guide to Proffered Conditions. r Copy of previously adopted Ordinance. I Amended development plan meeting the requirements of Section 362-326 of the Citys Zoning Ordinance. r Copy of Previous" adopted Ordinance. F Amended comprehensive signaller plan meeting the requirements of Section 36.2- 336(d) of the City's Zoning Ordinance. r Copy of previously adopted Ordinance. r A Traffic Impact Study In compliance with Appendix 1:1-2(e) of the C6ys Zoning Ordinance. r Cover sheet r Traft impact analysis. r Concept plan. F Proffered conditions, ff applicable. r Required fee. *An electronic mpy of this application and checklist can be found at www.roanokevagov /pbd by seledng'Planning CanrMssion' under Boards and Commissions'. A complete packet must be submitted each time an application is amended, unless otherwise specffied by staff. August 25, 2015 We are the sole managers of Franklin Road Properties, LLC (the "Company "). This is to confirm that Scott A. Sm low, as Manager, is authorized to execute such documents as may be necessary or desirable to seek the rezoning of property owned by the Company in the City of Roanoke, Virginia. A true copy of the operating agreement of the Company is attached hereto. Kenneth D. Tuck Scott A. Strelow 0 . 00124 /2014 RON 12153 FAX 410 345 3913 vlstsr aye CenEer V9092/92g OPERATING AGREEMENT OF FRANKLIN ROAD PROPERTIES, LLC 08124/2015 BON 12158 FU 540 305 3913 viotax By* Cantos TABLE OF CONTENTS W003/025 w77 ARTICLEI. DEFINITIONS.. ........................... I ............. I ...................... I ......... I ..... I ARTICLE II. PURPOSE AND POWERS OF COMPANY ....... ..............................2 ARTICLE III. MEMBERSHIP INTERESTS AND PRINCIPAL OFFICE .................3 ARTICLE IV. VOTING POWERS, MEETINGS OF MEMBERS......................................................... ..............................3 ARTICLEV. MANAGERS ...................................................... ...........................:..5 ARTICLE VI. CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS............................................... ..............................9 ARTICLE VII. RECORDS, REPORTS, ETC ........................... .............................11 ARTICLE VIII. ASSIGNMENT; RESIGNATION ........................ .............................12 ARTICLEIX. DISSOLUTION .................................................. .............................18 ARTICLE X. MISCELLANEOUS PROVISIONS .................... .............................18 08120/2015 NON 12,58 PM 540 345 3973 vlskar eye Ceetsr U00e 1015 THIS OPERATING AGREEMENT, dated as Of December 19, 2011, by and have among the become members of FRANKLIN yROAD PROPERTIES, LLC a VUginnis 11.mfled liability company (the "Company, Provides as follows; RECITALS: The Company woe Organized as a limited liability company under the laws of.the Commonwealth of Virginia on December 19, 2011. The undersigned partles .wish to enter Into this Operating Agreement In order to set forth the terms and condloons. On which the management, business and financial affairs of the Company, shall be conducted. AGREEMENT: NOW, THEREFORE, In consideration Of the foregoing recitals and the mutual Promises, covenant; and conditions herein contained, the receipt and suMctenoy of which are hereby acknowledged, the parties do hereby covenant and agree as follows; ARTICLE I 1.01 Definitions. The following tens used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein): (a) "Act" shell mean the VlrSinla limited Llabllity Company Act, Virginia Code Ann. §13.1 - 100018=., a; amended and In force from time to time. (b) "Articles" shall mean the artkee Of organiufftion of the Company, as amended and In force from dme to tine. () "Caital Account' shall mean calculated andOmaintained by the Comp n e ven date the amount y fo achBMembeer as provided In Section 8.04 hereof. - (d) "Capital Contribution" shall mean any contribution to the capital of the Company by a Member in cash, property or services, or a binding obligation to contribute cash, property or services, whenever made, corresponding p n rovisions of subsea ent superseding federal of 19 revenue aw 88 Or 09/24/2015 BOB 12,55 VA% 540 345 3973 vi4t•r Bys C•Bt•r W0051025 (f) "Company" shall refer to Franklin Road Properties, LLC, (g) "Entity" shell mean any general partnership, limited partnership, limited [[ability company, corporation, joint venture, trust, business trust, cooperative or other association. (h) "Initial Capital Contribution" shall mean the InNel.contrlbution to the capital of the Company by a Member, as determined pursuant to Section 6.01 hereof. @ 'Wenger" shall mean a manager of the Company, whose rights, powers and duties are specified in Article V hereof. Q) "Member" shall mean each Person that Iq Identified as an Initial Member In Article III hereof or Is admitted as a Member (either as a transferee of a Membership Interest or as an additional Member) as provided In Article VIII hereof. A Person shall come to be a Member at such time as he no longer owns any Membership Interest (k) "Membership Interaar, shall mean the ownership Interest -of a Member In the Company, which may be expressed as a percentage equal to such Member's Capital Account divided by the aggregate Capital Accounts of all Members. The Membership Interests may be recorded from time to time on a schedule attached to this Operating Agreement (q "Operating Agreement" shall mean this Operating Agreement, as originally executed and as amended 5om time to time. (m) "person" shall mean any natural person or Entity, and the helve, executors, administrators, legal representatives, successors, and assigns of such Person where the context •o admits. ARTICLE 11 2.01 Purpose. The purposes of the Company shell be to: (a) Acquire, own, buy, sell, invest in, trade, manage, finance, refinance, exchange, or othawhse dispose of atocks, securities, partnership Interests, CDs, mutual funds, commodities, and any and aif investments whatsoever, that the Manager(s) may from time to time deem to be In the best Interests of the Company; (b) Own, acquire, manage, develop, operate, buy, sell, exchange, 08/26 /2015 MOe 12158 PM 540 345 3973 r16l6r eye Csnlar w006 4025 finance, refinance, and otherwise deal with real estate, Personal property, and any type of business, as the Manager(s) may from time to time deem to be In the best hltamste of the Company; and foregoing (c) Engage in such other activities as are related or incidental to the 0 g purposes. 2.02 Powers. The Company shall have all powers and rights of a limited tleblllly, company organized under the Act, to tha extent such powers and rights are not Proscribed by the Articles. ARTICLE III N9MKRA!fUK1&ftffLAW—PNW,l[pA L OFFICE 3.01 Names and Membership Interests. The names, addr aces, and Membership Interests of the initial Members are as follows: Name and Address Membershla.lnto Kenneth D. Tuck 50% 3320 Franklin Road Roanoke, VA 24014 Scott A. Shallow 3320 Franklin Road Roanoke, VA 24014 50 %* 3.02 Principal office. The principal office of the Company shall Initially be at 3320 Franklin Road, Roanoke, Vkginla 24014, The principal office may be changed from time to time by the Manager(s). ARTICLE IV t�ts3r ` +• L ' -4,4 11 4.01 Voting Powers. The Members shall not be entitled to participate In the day -today affairs and management of the Company, but Instead, the Members' right to VOW or otherwise participate with respect to matters relating to the Company shall be limited to those matters ae to which the express terms of the Act, the Articles or this Operating Agreement vent In the Members the right to so vote or otherwise padlolpata, 4,02 Actions Requiring Approval of Members. (a) Notwithstanding any other provision of this Operating Agreement, 08124/2015 NON 12,59 FM 540 345 3973 yieter aye Center U007 /025 the approval Of the Members shall be required in order for any of the following actions to be taken on t)ehalf of the Company: (I) Amending the A bees or this Operating Agreement In any manner that materially afters the preferences, privileges or relative rights of the Members. (in Electing the Manager(s) as provided In Amide V hereof. (III) Taking any adbn which would make it Impossible to carry on the ordinary business of the Company. (Iv) Confessing a Judgment against the Company in excess of $5,000. (v) Fling or consenting to flung a petition for or against the Company un4er any federal or state bankruptcy, Insolvency or reorganizallon.act. (vq Loaning Company funds in excess of $25,000 or for a term In excess of one year to any Member. (b) Unless the express terms of We Operating Agreement speci0caly provide otherwise, the unanimous vote of the Members shall be necessary and sufficient In odder to approve or consent to any of the matters set forth In Section, 4.02(x) above or any ether matters which require the approval or consent of the Members. 4.03 Action by Members, In exercising their rights as provided above, the Members shall act collectively through meetings and /or written consents as provided in this ArOde. 4.04 Annual Meeting. Unless waived by the Manager(s) or the Members, the annual meetirjg of the Members shall be held on the first Monday In December of each year at 10:00 ism or at such other time as shall be determined by the Manager($) for the purpose of the transaction of such business as may come properly before the meating, 4.05 Special Meetings. Special meetings of the Members, far any purpose or purposes, unless otherwise prescribed by statute, may be railed by the Manager( *), and shall be called by the Menagerie) at the request of any two Members, or such lesser number of Members as are Members of the Company. 4.08 Place of Meeting. The place of any meeting of the Members shall be the principal office of the Company, unless another place, either within or outside the Commonweal h of Virginia, Is designated by the Manager(s). 4.07 Notice of Meetings. Written notice stating the place, day and hour of any 08124/2015 MOM 12, 59 PAX 540 345 3973 Vlstar eye Canter W008 1025 meeting of the Member, and, If a speelal meeting, the purpose or purposes for which the meeting Is Called, shall be delivered not less than ten (10) nor more than shdy,(00) days before the date of the meeting, either personally or by mail, by or at the direction.of the Ma7eger(a), to each Member, unless the Act or the Articles require dhferent netipe. 4.08 Conduct of Meetings. All nmatlngs of the Members shall be presided over by a chairperson of the meeting, who shall be a Manager, or a Member designated by the Manager(s). The chairperson of any meeting of the Members shall determine the order of business and the procedure at the meeting, including regulation of tievrianner of voting and the conduct of discussion, and shall appoint a secretary of such meeting to take minutes thereof. 4.09 Participation by Telephone or Similar Communications, Members may participate and hold a meeting by means of conference telephone or similar communications equipment by means of which all Members par9dpagng can.hear and be heard, and such participation shall constitute attendance and presence In person at such meeting. 4.10 Waiver of Notice. When any notice of a meeting of the Membea. b required to be given, a waterer thereof In writing signed by a Member entitled to such notice, whether given before, at or after the time of the meeting as stated In such notes, shall be equivalent to the proper giving of such notice. 4.11 Action by Written Consent. Any action required or permitted.to be Ulan at a meeting of Members may be taken without a meeting If one or Mona written consents to such action are signed by the Members who ere entitled to vote on the matter set forth In the consents and who constftute the requisite number or pereer7iage of such Members necessary for adoption or approval of such matter on behalf of the Company. Such consent or consents shall be filed with the minutes of ft meetings of the Members. Action taken under this Section shall be effective when the requisite Members haw signed the consent or consents, unless the consent or consents specify a different effective date. ARTICLE V MANAGERS 8.01 Powers of Managers. Except At expressly provided otherwise in the Act, the Artioles or this Operating Agreement the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by, one or more Manager(s). The powers so exercised shall include.but not be limited to the fallowing: (a) Entering Into, making and perfomdng contracts, deeds, leases, ban 08/24/2015 MOe 13100 2M 560 305 3973 vister eye Center id009 /025 agreements, mortgages, deeds of trust, security agreements and other undertakings binding the Company that may be necessary, appropriate or advisable In furtherance of the purposes of the Company. (b) Opening and maintaining bank accounts, investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating Individuals with authority to sign or give instructions with respect to those accounts and arrangements. Company funds shall not be commingled with funds from other sources and shall be used solely for the business of the Company. (c) Collecting funds due to the Company. . (d) Acquiring, uUllzing for the Company's purposes, maintaining and disposing of any asset$ of the Company. (e) To the extent that funds of the Company are available therefor. paying debts and obligations of the Company, (f) Borrowing money or otherwise ooxnmltdng the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings. (g) Employing from time to time persons, fines or corporations for the operation and management of various aspects of the Company's business, Including, without limitation, managing agents, contractors, subcontractors, architects, engineers, laborers, suppliers, acocuntans and attorneys on such terms and for such compensation as the Manager(s) shall determine, notwithstanding the fact that the Manager(s) or any Member may have a financial Interest In such firms or corporations. (h) Making elections available to the Company underthe Code. (1) Registering the Company as a tax shelter with.tha Secretary of the Treasury and furnishing to such Secretary Usti of investors In the Company, If required pursuant to applicable provisions of the Code. p) Obtaining general liability, property and other Insurance for the Company, as the Manager(s) deem proper. (k) Taking such actkxw as may be directed by the Members In furtherance of their approval of any matter set forth in Section 4.02 hereof. (n Doing and performing all such things and executing, acknowledging and delivering any and all such Instruments as may be In furtherance of the Companys purposes and necessary and appropriate to the conduct of Its business, 00/2412015 NON 13,00 FM 540 345 3973 viatar eye Center Im010 /025 5.02 Election, Etc. of Managers. (e) The Members hereby unanimously elect Kenneth D. Turk and Scott A. Strelow, as the initial Managers of the Company, to Serve until the first annual mauling of the Members or until their respective successors shell be duty elected and qualified. (b) The Members shall alert one or more Persons, as Managers at each annual meeting of the Company to serve until the next annual meeting. of the Company or until their respective successors are duly elected and qualified. In the event that no annual meeting be held for one or more consecutive years, the Pamon(s) holding office as Manager(s) shall remain In of ics until removed or replaced an act forth herein. In addition, If any Person resigns or otherwise vacates the otfftb of Manager, the Members shall elect a replacement Manager to serve the remaining term of such office, unless one or more other Persona then serve as Managers and the Members determine not to fill such vacancy. A Person may be removed as a Manager by the Members with or without cause at any time. A Manager may, but shag not be required to, be elected from among the Members. A Manager may be a natural person or an Entity. Notwithstanding any of tha foregoing provisions, the rights of the Members to elect and remove Managers shag be subject to the restrictions set forth In Section 6.f13 hereof, 5.03 Appointment of Managers. For so long as Kenneth D, Tuck and Scott A. Strelow (the "Founding Members") are Members and have not consented otherwise In writing, the Founding Members, or such Person(s) whom they designate by mutual agreement, shall be the We and exclusive Managers of the Company. if either of the Founding Members ceases to be ■ Member, and the other Founding Member continues as a Member, the Founding Member who continues to be a Member, and his designee, If any, shall be the able and exclusive Managers of the Company. At such time as all of the Founding Members have ceased to be Members, the Managers shall be elected according to the procedure set forth above Company. At such time as all of the Founding Members have ceased to be Members, the covenants contained In this Section shell terminate. 5.04 Action by Managers, Unless otherwise expressly provided by the Act, the Articles, or the terms of this Operating Agreement, the vote, approval or consent of a majority of the Managers, determined on a per capita basis, shell be necessary and sufficient for the Managers to take any action on behalf of the Company that the Managers are authorized to take pursuant to the Act, the Articles or this Qpemgng Agreement. 6.06 Execution of Documents and Other Actions, The Managers may delegate to one or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable In furtherance of any action that they have authorized on behalf of the Company as provided in Section 5.04 hereof. 08/2412015 HOW 13,00 enx 540 345 3973 vi4t4r Sys Center W011 /025 5.05 Single Manager. If at any time there Is only one Person serving as a Manager, such Manager shall be entitled to exercise all powers of the Meneggqrs set forth In this Section, and all references In this Section and otherwise In this OpNating Agreement to 'Managers" shall be deemed to refer to such single Manager. 5.07 Reliance by Other Parsons. Any Person dealing with the Company, other than a Member, may rely on the authority of a particular Manager or Managers in taking any action in the name of the Company, If such Manager or Managers pTQ*Q to such Person a copy of the applicable provision of this Operating Agreement ondlor the resolution or written consent of the Managers or Members granting, such authority, certified in writing by such Manager or Managers to be genuine and correct and not to have been revoked, superseded or other iso amended. 5.08 Manager's Expenses and Few, A Manager shall be enthled,:but not required, to receive a reasonable salary forservioss rendered on behalf of the Company or in his capacity as a Manager. The amount of such apiary shall be determined by the Managers and consented to by the Members, which consent shall not be unreasonably withheld. The Company shell reknburse any Manager for reasonable outsrftwoket expenses which were or are incurred by the Manager on behalf of the Company with respect to the start-up or operation of the Company, the ongoing conduct Of the Company's business, or the dissolution and winding up of the Company ejd Its business. 5,09 Competition. During the existence of the Company, the Members and Managers shall devote such time to the business of the Company as may reasonably be required to conduct fie business In an efficient and profitable manner. The Members and Managers, for their own account and for the account of others, may erygige- In business ventures which may oompale with the business of the Company. Each Member hereby expressly consents to the continued and future ownership and operation by the other Members or the Managers of such business ventures and waives any claim for damages or otherwise, or rights to participate therein or with respect to the operation and profits or losses thereof. 6.10 Indemnlflcadon. The Company shall indemnify each Menager,.whather serving the Company or, at Its request, any other Entity, to the full extent permitted by the Act The foregoing rights of lndemnlfieation shall not be exclusive of any other rights to which the Manager(s) may be entitled, The Manager(s) may, upon the approlvel of the Members, take such action as is necessary to carry out these Indemnifipation provisions and may adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further Indemnification arrangements as may be permitted by law. 5.11 Liability of Managers, So long as the Managers act In good fafth with respect to the conduct of the business and affalre of the Company, no Manager shall be 08124/2015 MOH 13101 FAX 500 345 3973 yiete: eye Center 1®0121,025 liable or accountable to the Company or to any of the Members, in damages or otherwise, 'For any error of judgmaK for any mistake Of fact or of law; or for any other act or thing which he may do or refraln from doing In connection with the business and affairs of the Company, except for wilful misconduct or gross negligence or breachof fiduciary duty, and further except for breaches of contractual obligatbris.or agreements between the Manager(s) and the Company. ARTICLE vl 6.01 Initial Capital Contributions. Each Member, upon the execution of this Operating Agreement, shall make as an Initial Capital Contribution the amount shown on Exhibit A, which Is attached hereto. The Initial Capital Contribution to be made by any Person who hereafter Is admitted as a Member and acquires his Membership Interest from the Company shall be determined by the Members. 6.02 Additional Capital Contributions. No Member shall be required to make any Capital Contribution In addition to his Initial Capital Contribution. The Members may make additional Capital Contributions to the Company only If such additional Capital Contribution* are made pro rate by all the Members or all the Members consent In writing to any non -pro rate contribution. The fair market value of any property other than rash or widely traded securities to be contributed as an additional Capital Contribution shall be (a) agreed upon by all of the Members before contribution, or (b) determined by a disinterested appraiser selected by the Manager(a). 6.03 Interests and Return of Capital Contribution. No Member shell receive any Interest on his Capital Contribution. Except as otherwise specifically provided for herein, the Members shall not be allowed to withdraw or have refunded any Capital Contribution. 6.04 Capital Accounts. Separate Capital Accounts shall be maintained for each Member in accordance with the following provisions: (a) To each Member's Capital Account there shag be credited the fair market value Of such Member's Initial Capital Contribution and any additional Capital Contributions, such Member's distribuWe share of profits, and the amount of any Company liabilities that are assumed by such Member. (b) To each Member's Capital Account there shall be debited the amount of cash and the fair market value of any Property distributed to such Member pursuant to any provision of this Operating Agreement, such Member's distributive share of losses, and the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company. 08/24/2015 rr0e 13,01 FAX 540 345 3973 Vietar eye Center W013 /025 (c) In the event any Interest in the Company Is transferrer) In accordance with the terms of this Operating Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. (d) The Capital Account shall also Include a pro rate share of the fair market value of any property contributed by a person who is not a Member, such.value to be the some value reported for federal gift tax purposes if a gift tax return is filed, and B not the value in the case of reel property shall be determined by an Independent M.A.I. appraiser actively engaged In appraisal work In the area where such property is located and selected by the Managers, and otherwise by the certitled public accountant or accountants then serving the Company. (a) If any Member makes a non-pro rate Capital Contribution to the Company or the Company makes a non-pro rate distribution to any Member, the Capital Account of each Member shall be adjusted to reflect the then.fair market value of the assets hold by the Company immediately before the Capital Contribution or distribution. 6.06 Loans to the Company. If the Company has insuf8clerd funds to meet its obligations as they come due and to carry out tie routine, day -to-day affehs, then, in Rau of obtaining required funds from third parties or selling Its assets to provide required funds, the Company may, but shell rat be required to, borrow necessary funds from one or more of the Members as designated by the Manager( *); provided that the terns of such borrowing shall be commercially reasonable. The Company may pledge its assets to secure such borrowing. Loans or advances by any Member to the Company shall not be considered Capital Contributions and shall not Increase the Capital Account balance of the lending or advancing Member. 8.06 Effect of Sale or Exchange. In the event of a permitted sale or other transfer of a Membership Interest In the Company,. the Capital Account of the transferor shall become the Capital Account of the transferee to the extent It relates to the transferred Membership Interest. 8.07 Distributions. All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) shell be made to the Members in proportion to their respective Membership Interests. All distributions of cash or property shall be made at such time and In such amounts as determined by the Manager(s). All amounts- withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shell be treated as amounts distributed to the relevant Member or Members pursuant to this Section. 8.08 Allocations. Except as otherwise provided In Section 6.09 hereof, ell 10 08/24/2015 MOx 13.01 PAN 540 345 3873 vista: eye Center 10014 /025 Items of Income, gain, lose, deduction and credit, whether resulting from the Company's operations or In connection with Its dissolution, shall be allocated to the Membsra for federal, state and local Income tax purposes In proportion to their respective Membership Interests. 6.09 Allocation with Respect to Property. If, at. any time during the Company'* existence, any Member contributes to the Company property with an adjusted basis to the contributing Member which Is more or leas than the agreed fair market value and such property to accepted by the Company at the time of .1tr contribution, the taxable Income, gain, loss, deductions and credits with respect to such contributed Property for tax purposes only (but not for purposes of calculating.the Members' respective Capital Accounts) shall be shared among the Members so as to take account of the variation belwsen the basis of the property to the Company and Its agfead fair market value at the time of contribution, pursuant to Section 704(c) of the Code. ARTICLE VII 7.01 Records, The Company shall maintain and make available to the Members Rs records to the extent prodded In the Act or by law. 7.02 Financial and Operating Statements and Tax Rotuma. VaNn seventy-five (75) days from the close of each fiscal year of the Company, the Manager(s) shall cause to be delivered to each Member a statement setting forth such Member's allocable share of all tax Items of the Company for such year, and all such other Information as may be required to enable each Member to prepare hia.federal, state and local Income tax returns In accordance with all then applicable lava, rules and regulations. The Manager(*) also shall cause to be prepared and filed all.faderal, state and kcal Income tax returns required of the Company for each fiscal year. 7.03 Banking. The funds of the Company shall be kept in one or more separate bank accounts In the name of the Company In such banks or other federally Insured depositories as may be designated by the Manager(s), or shall othenNeebo Invested in the name of the Company In such manner and upon such terms and conditions as may be designated by the Manager(s). All withdrawals from any such bank accounts or Investments established by the Managers) hereunder shall be made on such signature or signatures as may be authorized from time to time by the Manager(s). Any account opened by the Manager(s) kr the Company shell not be commingled with other funds of the Manager(s) or Interested persons. 7.04 Power of Attorney. 11 05/24/2015 NON 13102 PAN 540 345 3973 vistsr eye 060tOi U015 /025 (a) Each Member does hereby Irrevocably constitute and appoint the Msnager(s) serving In office from Urns to tlme, and each of them, as such Members true end lawful attorney, In his name, place and steed, to make, execute, ooneent,to, swear to, acknowledge, record and file from time to time any and all of the following: (p Any certificate or other instrument which may be raqulred.to be filed by the Company or the Members under the laws of the Commonwealth of Vkginia or under the applicable laws of any other judedloUon in order to conduct business in any such Jurisdiction, to the extent the Managers deem any suckf ing to be necessary or desirable. 00 Any amendment to the Articles adopted as provided In this Operating Agreement (N) Any certificates or other Instruments which may be requked to effectuate the dissolution and termination of the Company pursuant to the provisions of this Operating Agreement (b) It Is expressly understood. Intended and agreed by each Member for himself, his suooessors and assigns that the grant of the power of attorney to the Managers) pursuant to subsection (a) Is coupled with an Interest, Is irrevocable, and shall survive the death or legal Incompetency of the Member or such assignment of his Membership Interest (c) One of the ways that the aforementioned power of attorney may be exercised Is by gating the names of the Members and having the signature of the Manager or Managers, as attomey -In -fact appear with the notation that the signatory Is signing as attorney-in-fact of the listed Members. ARTICLE VIII 8.01 Assignment Generally. Except as provided In Section 8.02, 8.08, and 8.08 or We Operating Agreement, each Member hereby covenants and agrees that he Will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or any pad of his interest In the Company to any person, firm, corporation, trust or other entity without Oral offering in writing to sell such interest to the Company. (a) The Company shall have the right to accept the offer at any time during the thirty (90) days following the date on which the written offer is delivered to the Company. The consent of all the Managers shall be required to authorize the exercise of such option by the Company. Thereafter, each Member shall have an option (prorate If mom than one by Interest) to acquire the offered Interest for an 12 06/24/2015 NON 13,02 FM 540 365 3973 deter eye Center I©016 /025 additional thirty (30) days, if not acquired by the Company. (b) If neither the Company nor the Members accept the offer within the.period, such Interest may during the following sbdy (80) days be4 disposed of free of the drat refusal rights set forth In (a) above; provided, however, that the purchase;poce for such Interest shall not be leas and the terms of purchase for such Interest shall ,not be more favorable than the purchase price and terms of purchase that woukl:have been applicable to the Company had the Company purchased the Interest provided further that the purchaser shall first become a Member pursuant to this.Operating Agreement; and provided further that any interest not so disposed of within the SO.dgy period shall thereafter remain subject to the first refusal rights set forth In (a) above. (c) NOTWITHSTANDING THE PRECEDING, NO ASSIGNEE OF A MEMBERSHIP INTEREST SHALL BECOME A MEMBER OF THE QO111P W EXCEPT UPON THE UNANIMOUS CONSENT OF THE NON- AISSIGNI"d MEMBERS IN THEIR SOLE DISCRETION, AND UPON SUCH AliblomWE EXECUTING A COUNTERPART OF THIS OPERATING AGREEMENT IN NWW(W -1 ASSIGNEE AGREES TO BE BOUND BY ALL PROVISIONS OF THIS OPERATNG AGREEMENT. 8.02 Purchase of Certain Membership Interests. (a) • If an Option Event (as defined below) occurs with respect to any Member (an "Option Membeel, the Company shall have the option to purchase the Option Member's Membership Interest upon the terms and candidons set forth in this Section 8.02. For purposes of the foregoing, an "Option Event" shag mean the (1) the death, permitted resignation or dissolution of a Member, (II) the occurrence of any event out forth In Section 8.01(0) hereof, t all or the requisite remaining Member consents to oon8nue the business of the Company as provided therein, and ,oil) the Inability of a Member to pay its debts generally as they become due, or any assignment by a Member for the benefit of its creditors, or the filing by a Member of a voluntary petition In bankruptcy or similar insolvency proceedings, or the filing against a Member of an Involuntary petition In bankruptcy or similar insolvency proceeding that is not dismissed within ninety (00) days thereafter. The tens "Option Member" shell Include an Option Members personal representative or trustee In bankruptcy, to the extent applicable. (b) Upon any Option Event occurring to an Option Membe ,.the Option Member shall deliver written notice of the occurrence of such Option Event to the Company. The Company shall have the option, but not the obligation, to purchase the Option Membefs Membership Interest at any time during the sixty (e0) day period Immediately following the date on which it receives notice of the occurrence of the Option Event Such option shall entitle the Company to purchase such Membership Interest for the fair market value of such Membership Interest, The fair market value of the interest shall be the amount that the Option Member would receive In exchange for 13 0912012015 MON 13103 FAX 560 365 3913 V3stae eye Gaeta! U0111029 his entire Interest In the Company If fie Company add all of its assets, subject to their liabilities, at their fair market value as of the date on which the Option Event occurred and distributed the net proceeds from such sale In complete liquidation of the Company. The consent of all the Managers shall be required to authorize the exercise of such option by the Company. Such option must be exerelsed by delivery of a written notice from the Company to the Option Member during the eforemerdioned period. Upon delivery of such notice the exercise of such option shell be anal and bindinir.on the Company and the Option Member, (c) If the foregoing option is not exercised, the business of the Company shall continue, and the Option Member shall retain his Membership Interest. (d) The felt market value of the Option Members Membership ;I9aerast shall be determined as expeditiously as possible by a disinterested appraiser mutuetiy selected by the Option Member and the Company (the Company s selectlon :being made by the Manager(s)). if the Option Member and the Company are unabfeto.agree on a disinterested appraiser, then the Option Member and the Company 'shall each select a disinterested appraiser and If the disinterested appraisers selected are not able to agree as to the fair market value of the Interest, then the two (2) disinterested appraisers shall soled a third disinterested appraiser who shall determine the fair market value. The determination of the fair market value of the Option Members Membership Interest by the appraiser or appraisers shall be conclusive and. binding on all parties. The appraiser (or appraisers) shall arrive at the valuation using the valuation method or methods determined by the oppralear(s) to be appropriate in light of the condition of the Company and the Industry at the time and any other pertinent fedora. All costs of an appraiser mutually selected by the Option Member and the Company or the two (2) disinterested appraisers shall be shared equally by the Option Member and the Company. All costs of an Individually selected appraiser shall .be bome by the parties sdeoting such appraiser. (s) If the option to purchase the Option Members Membership Interest is exercised by the Company, then not later than thirty (30) days after fie date on which the appraisal described above is complete (the "Appraisal Date'), the Company shall make a distribution of property (which may be cash or other assets of the Company) to the Option Member with a value equal In amount to the fair market value of the Option Members Membership Interest; provided, however; that at the election of the Company such distribution to the Option Member may be made In five (6) equal annual Installments, the first of which shall be made on the thirtieth (3pth) day after the Appraisal Date and one of which shall be made on the some date In each of the four (4) years thereafter, provided, further, however, that notwithstanding an election by the Company to make the distribution to the Option Member in live (6y equal annual Installments, the Company may accelerate without penalty all of such Installments at any time or arty part of such installment at any tlrne. If the Company elects to make distributions to the Option Member In five (6) equal annual Installments as provided herein, the Company, In addition to such annual Installments, shall pay the 14 09/24/2015 NON 13,03 FAX 540 345 3973 vishar sy* Comer 1®018 1,025 Option Member additional amounts Computed as If the Option Member were enNed to Interest on the undistributed amount of the total distribution to which the Option Member Is entitled hereunder at an annual rate equal to the annual Federal Mid -Tanta Rate In effect under Section 1274(d) of the Code, as datermined on the 30th dpy after the Appraisal Date, whloh additional amounts, computed Ike Interest, shall bedup.and payable on the same dates as the annual Installments of the diatrfbutlon payable to the Option Member hereunder. Any unpaid capital contributions of the Option Ma'mberend any damages occurring to the Company as a result of the Option Event shall be taken Into account in determining the net amount due the Option Member at the dosing, and any excess of such unpaid capital comdbutlons or denwWa over the amount due at closing shag be netted against subsequent Installment payments as they become due. (f) If at a time when the Company has an option to purchase an Option Metnbet's Membership Interest, k is prohibited from purchasing all a. any portion of such Membership Interest pursuant to the Act or any Ian agreement, or similar restrictive agreement, the Option Member and the remaining Members.phall, to the extent permitted by law, take appropriate action to adjust the value of the Company's assets from book value to a fair valuation baser, on accounting practices and principles that are reasonable under the circumstances in order to permit the Company to purchase such Membership Interest If the Company bbeeomea obligated to purchase an Option Member's Membership Interest under this Section and the above action cannot be taken or dose not create sufficient value to permit the Company to do so, the Company shall be obligated to purchase the portion of the Membership Interest it Is permitted to purchase, with a proportionate reduction In the aggregate purchase price, (g) In order to fund any obligations under this Operating Agreement,, the Company or the Members may maintain such life Insurance policies on the-thee of one or more Members as the Members determine from time to time to be deslrable, 8.03 Absolute Prohibition. Notwithstanding any other provision in thlsArtlele VIII, the Membership Interest of Member, in whole or In part, or any dgt* to distributions therefrom, shall not be said, exchanged, conveyed, assigned, pledged, hypothecated, subjected to a security Interest or otherwise transferred or encumbered, If, as a result thereof, the Company would be terminated for federal Income tax purposes In the opinion of counsel for the Company or such action would result In a violation of federal or state securities laws In the opinion of counsel forth* Company, 8.04 Members Acquiring Membership interest from Company. No person, other then the initial Members, who acquires a Membership Interest from the Company shall be admitted as a Member of the Company, except upon the unanimous consent of the Members. 8.05 Resignation. No Member shag be entitled to reslgn from the Company except upon the unanimous written consent of the Members. .as 15 09/24/2015 RON 13, 03 FM 540 345 3973 vl4tsr eye Center 14019 1095 determined in their sole dlscretlon. Any attempted reslgaatlon; without such consent shall be of no force or affect. 8.00 [feet of Prohibited Action. Any transfer or other action In violation of this Article shall be void ab D= and of no fgros or effect whatsoever. 6.07 Rights of an Assignee. If an assignee of a Membership Interest Is not admitted as a Member because of the failure to satisfy the requirements of $action 8.01 or 8.03 hereof, such assignee shell nevertheless be entitled to reeelve such distributions from the Company as the assigning Member would have been•entftled to receive under Section 6.07 of this Operating Agreement with respoct'.to such Membership Interest had the assigning Member retained such Membership Interest. 8.08 Gift to Family Member. Notwithstanding Section 8,01, a Member shell not be required to offer to sell his Membership Interest to the Company prior to transferring his Membership Interest to his spouse or any of his descendant, or to e trust the sole beneflciades of which are one or more of his ,spouse and his descendants, provided that such transfer Is by way of 19& vv_vga gift or testamentary or Intestate succession. Notwithstanding the preceding sentence, no assignee of a Membership Interest by way of j=yhm gift or testamentary or Intestate succession shall become a Member of the Company except upon the unanimous consent of the non-assigning Members. 8.08 Transfers from Custodlanships. Notwlthatending Section 8.01 but subject to the limitations set forth In Section 8.06, any Membership Interest that is hold by a custodian for a minor under the laws of the Commonwealth of %Arglnla or any other state shall be fully transferable and assignable to the minor, without an offer being made to the Company, when the minor reaches the age of termination of such custodianship under the applicable statute. 8.10 All Members Subject to Operating Agreement. Notwithstanding any other provision of the Operating Agreement, any Person who becomes a.Member of the Company shall be subject to all provisions of this Operating Agreement as f such Person were an original signatory to this Operating Agreement ARTICLE Ix 9.01 Events of Dissolution. The Company shall be dissolved upon the first to occur of the following; Company. (a) Any event which under the Articles requires dissolution of the 16 08124/2015 NON 13100 TAI[ 900 349 3973 vieter Nye Center m020 /025 (b) The unanimous written consent of the Members to the dissolution of the Company. (c) At any time there are no Members; however, the Company Is not dissolved and is not required to be wound up if, within six (8) months after the occurrence of the event that caused the dissociation of the last remaining Member, the personal representative of the last remaining Member agrees In writing to continue the Company until the admission of the personal representative of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that mused the dissociation of the last remaining Member. (d) The entry of a decree of judicial dissolution of the Company as provided In the Act. (e) Any event not set forth above which under the Act requires dissolution of the Company. 9.02 Liquidation. Upon the dissolution of the Company, 8 shall wlnd,up its affairs and distribute Its assets In accordance with the Act by either or a combinatlonof both of the following methods as the Members shall determine: (a) Selling the Company's assets and, after the payment of Company flabllittes, distributing the net proceeds therefrom to the Members In proportion to their Membership Interests and In satisfaction thereof, and/or (b) Distributing the Company's assets to the Members in Idnd with each Member accepting an undivided Interest In the Company's assts, subject to AS liabilities, in satisfaction of his Membership Interest The Interest conveyed to each Member In such assets shall constitute a percentage of the entire' Interests In such assets equal to such Member's Membership Interest 9.03 Orderly Liquldadon. A reasonable time as determined by the Managers not to exceed eighteen (18) months shell be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution, 9.04 Distributions. Upon liquidation, the Company assets (including any cash on hand) shall be distributed In the following order and In accordance wfth.the following priorities; (a) first, to the payment of the debts and Habilttfes of the Company and the expenses of liquidation, Including a sales commission to the selling agent, if any; then (b) Second, to the setting up of any reserves which the Manager(s). (or 17 08/24/2015 NON 13104 PAY 540 345 3973 V1Pt4r Ny C•ntlr iW021 /025 the person or persons carrying out the Itqukdatkm) deem reasonably necessary for any contingent or unforeseen IlabiNdes or obligations of the Company. Atthe aspiration of such period as the Managar(s) (or the person or persons carrying out the Ilquideffon) shall deem advisable, but In no event to exceed 1S months, the Company Shoff distribute the balance thereof In the manner provided In the following subsections; then (o) Third, to the Members to the extent of their resp efive,podIve Capital Account balances In the raft of saki Capital Accounts, alter first taking . into account the allocations prescribed by Section 5.05 bek3w; than (d) Fourth, to the Members In proportion to their respective Membership Interests. (e) In the event of a distribution in liquidation of the Company's property In kind, the fair market value of such property shall be determined by a qualMed and disinterested MAJ. appraiser actively engaged In apprelsol work in the Company's business, selected by the Managers) (or the person or persons carrying out the liquidation), and each Member shall receive an undivided interest In such property equal to the portion of the proceeds to which he would be entitled .under the Immediately preceding subsections If such property were sold at such fair market value. 9.05 Taxable Gain or Lou. Taxable Income, gain and lose from the sale or distribution of Company properly Incurred upon or during liquidation and terminetlan of the Company shall be allocated to the Members as provided In Section 8.08 above. 9.08 No Recourse Against Members. Except as provided by law, upon dissolution, each Member shall look solely to the assets of the Company for the return of his Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company Is Insufficient to return the Capital Contribution of each Member, such Member shall have no recourse against any other Member. ARTICLE X 10.01 Attorneys' Fees. In the event any parry brings an action to enforce any provisions of this Operating Agreement, whether such action Is at law, Inequtiy.or otherwise, and such party prevails In such action, such patty shall be entitled, in addition to any other rights or remedies available to It to collect from the non- prevalling party or parties the reasonable costs and expenses Incurred In the investigation preceding Such action and the prosecution of such motion, including but not limited to reasonable attomeys' fees and court costs. 18 08/24 /2015 MOM 13,05 FM 500 345 3973 viattr aye center 1x022 /025 10.02 Notices. Whenever, under the provisions of the Act or other law, the Articles or this Operating Agreement, notice is required to be given to any Person, it shag not be construed to mean exclusively pereonal notice unless otherwise specifically provided, but ouch notice may be ghten In writing, by mall, addressed to the Company at its principal otflp from Ume to time and to any other Person at his address as it appears on the records Of the Company from time to Uma, with postage thereon prepaid. Any such notice shall be deemed to have been given at the time It Is deposited In the United States mall. Notice to a Person may also be given. personally or by telegram or tokoopy sent to his address as it appears on the records of the Company. The addresses of the Initial Members as shown on the records of the Company shall originally be those set forth In Article III hereof, Any Person may change his address as shown on the records of the Company by delivering written notice te the Comparry In eacordance with this Section. 10.03 Application of Virginia Law. This Operating Agreement and the Interpretation hereof, shall be govsmed exclusively by its terms and by the Ism of the Commonweafth of Virginia, without reference to Its choice of law provisions, and spechlcally the Act. 10.04 Amendments. No amendment or modification of this Operating Agreement shall be effective except In accordance with the provisions of Section 4.02. 10,05 Construction. Whenever the singular number Is used In this OpersUng Agreement and when required by the context, the same shall Include the plural, and the masculine gender shall Include the'feminlne and neuter genders, and vico versa. 10.08 Headings. The headings In this Operating Agreement are Inserted for convenience only and are In no way intended to describe, Interpret, define, oriMnB the scope, extent or intent of this Operating Agreement or any provision hereof. 10.07 Wolvers, The failure of any party to seek redress far violation of or to Insist upon the strict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have origlnelly conatkuteid a violation, from having the effect of an original violation. 10.08 Rights and Remedies Cumulative, The rights and remedies provldedby this Operating Agreement are cumuletive and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other.remedks. Such rights and remedies are given in additlon•to any other rights the parties may have by low, statute, ordinance or otherwise. 10.08 Severablllty. If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be Invalid, Illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent 19 03/24/2015 MON 13105 FM 540 345 3M v3eter eye Center W023 /025 permitted by law. 10.10 Hairs, Successors and Assigns. Esch and all of the oovenanis, terms, provisions and agreements herein contained shall be binding upon and Inure to the benefit of the parties hereto and, to the extent permitted by this Opersti g Agreement, their respective heirs, legal representatives, successors and assigns. 10.11 Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company. 10.12 Counterparts. This Operating Agreement may be exmxtad In counterparts, each of which Shall be deemed an original, but all of which shall constitute one and the same Instrument. 10.19 Entire Agreement. This Operating Agreement sets forth all of the promises, agreements, conditions and understandings between the parties respecting the subject matter hereof and supersedes all prior negotiations, conversations, discussions, correspondence, memoranda and agreements between the parties concerning such subject matter. 20 00/24/2015 MOx 13,05 FM 540 345 3973 yieksr Eye Center U024 /025 The Undersigned. being all the Members Of the Company, hereby agree, acknMV tlge and certify that the fbmgoing operating Agreement cawdtutU.gw cols and entire operating Agreement of the Company, unanimously adopted by the Members of the Company as offt date first n above. 08124/2015 NON 13,05 PM 540 345 3973 v3eter eye Center W025/025 FAIR MARKET VALUE AT DATE OF CONTRIBUTION MEMBE PROPERTY TO THE COMPANY NARRATIVE The applicant, Franklin Road Properties, LLC, owns an undeveloped 0.32 acre parcel on Franklin Road (TM #1300121). The parcel is zoned R -12. Neighboring parcels (TM #1300116 and 1300120) on Franklin Road (the "Adjacent Franklin Road Properties ") are zoned MX and are used as medical office buildings. The applicant wishes to rezone the 0.32 acre parcel from R -12 to MX (c). For an extended period of time, parking for customers and employees of the Adjacent Franklin Road Properties has been problematic. A 2002 cross - easement agreement between the parties allowed for joint access to Avenham Road through the Vistar parcel (TM #1300120). Because of a lack of adequate on -site parking, Vistar employees, as well as employees of the dental offices on tax parcel 1300116 have been forced to park on neighboring streets. To lessen that impact on neighboring streets and to provide for safer employee parking, the applicant, comprised of physicians affiliated with Vistar, proposes to develop a parking lot containing eighteen (18) parking spaces on the subject property to serve the Adjacent Franklin Road Properties. That parking lot would be used exclusively by the Adjacent Franklin Road Properties, as more fully set forth in a cross - easement agreement, the current draft of which is enclosed. Without this additional parking, the functionality of the existing medical office buildings is severely handicapped. As shown on the proffered Development Plan, a landscape buffer would be installed around the small parking lot. No new access to Franklin Road would be created since the existing access for the Adjacent Franklin Road Properties would serve the parking lot as provided by the new cross - easement agreement. As illustrated on the enclosed Sections, the finished grade of the parking lot will not be significantly different than current grades. Views from the adjoining residential properties are also illustrated on the enclosed Sections. Consideration: N/A Prepared by and Return to. Maryellen F. Goodlalle, Fsq. Tax Map Nos.: 1300120 VSR X18073 1300116 Glenn, Feldmann, Darby d Gaodlane 1300121 P. O. Box 2887 Raonake, Virginia 29001 -2887 CROSS- EASEMENT AGREEMENT THIS CROSS - EASEMENT AGREEMENT (this "Agreement ") is executed, delivered and made effective w of this _ day of 2015 (the "Effective Date "), by and among VISTAR PROPERTIES, LLC, a Virginia limited liability company, whose address is 2802 Brandon Avenue, S.W., Roanoke, Virginia 24015 ( "Vistar "), KENNETH D. CUMINS and LINDA R. CUMINS, TRUSTEES UNDER THE CUMINS LIVING TRUST DATED JUNE 16, 2004, and any amendments thereto (collectively, ,Cumin ',), whose address is 5145 Partridge Circle, S.W., Roanoke, Virginia 24018, and FRANKLIN ROAD PROPERTIES, LLC, a Virginia limited liability company, whose address is 3320 Franklin Road, Roanoke, Virginia 24014 ("Franklin Road Properties "). WITNESSETH: Background Information and Preliminary Statements The parties recite the following facts: A. The Parties, General Location of the Properties. Vistar, Cumins, and Franklin Road Properties are each the owner of certain adjoining parcels of real property located in the City of Roanoke, Virginia. B. The Vistar Property. Vistar owns that certain parcel of real estate located at the comer of Franklin Road, S.W. and Avenham Avenue, S.W. in the City of Roanoke known as 3320 Franklin Road, S.W. (Tax Map No. 1300120) (the "Vistar Property "). C. The Coming Property. Coming are the owners of an adjacent parcel fronting on Franklin Road, S.W. to the north of the Vistar Property and known as 3308 & 3310 Franklin Road, S.W. (Tax Map No. 1300116) (the "Coming Property "). D. The Franklin Road Properties Property. Franklin Road Properties is the owner of an adjacent parcel fronting on Franklin Road, S.W. to the north of the Coming Property (Tax Map No. 1300121) (the "FRR Property"). The Vistar Property, the Cumins Property and the FRR Property are sometimes hereinafter collectively referred to as the "Properties". E. The Existing Easement. A Cross Easement Agreement dated June 24, 2002 and recorded in the City of Roanoke Circuit Court Clerk's Office as Instrument Number 020012049 (the "Existing Easement "), granted cross - easements benefning the Cumins Property and the Vistar Property by providing access to and from Franklin Road and Aveaham Avenue as more particularly described in the Existing Easement. The rights and obligations contained in this Agreement are in addition to, and not in replacement of, the rights and obligations set forth in the Existing Easement. General Description of the Easements Granted Herein. Franklin Road Properties intends to construct a parking lot containing up to 18 parking spaces on the FRR Property (the "Parking Lot "). The Parking Lot will primarily serve the Vistar Property, but will provide no less than 4 parking spaces for the benefit of the Cumins Property. In order to provide for the development and use of the Parking Lot, to provide for the coordinated ingress, egress and access to, from and between the Properties and Franklin Road, the parties have agreed to grant certain easements over the Properties and to impose certain requirements on the parties hereto and their respective successors and assigns, which easements and obligations we generally described herein. AGREEMENT NOW, THEREFORE, in consideration of the premises, as set forth in the foregoing Background Information and Preliminary Statements, and of the mutual promises herein set forth, and for $10.00 and other good and valuable consideration paid, the parties do hereby grant and convey to each other with general warranty the following easements and do hereby make the following related agreements on and subject to the following terms, conditions, covenants, restrictions and provisions, intending to be legally bound hereby: ARTICLE I Franklin Road Properties Easement to Vistar Section 1.01. Parking Easinnen t. Subject to the terms and conditions set forth in this Agreement, Franklin Road Properties hereby grants and conveys to Vistar for the benefit of the Vistar Property a non - exclusive easement for the purpose of vehicular parking on the areas designated by Franklin Road Properties for vehicular parking on the Parking Lot. Franklin Road Properties intends to develop eighteen (18) spaces on the Parking Lot, fourteen (14) of which shall be for the use of employees in and visitors to the Vistar Property. Nothing in this agreement shall prohibit Franklin Road Properties from modifying the layout of the Parking Lot. Franklin Roanoke Properties hereby reserves the right to use such areas of the FP Property and the Parking Lot for all purposes which will not interfere with the Vistar Property's enjoyment of the rights granted hereby. Franklin Road Properties shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Vistar Property's use of the designated parking areas on the Parking Lot. Section 1.02. Non - Obstruction Agreement. Franklin Road Properties shall not cause any improvements to be made on the FRR Property which unreasonably interfere with the use of the Parking Lot by Vistar. ARTICLE 11 Franklin Road Properties Easement to Cumins Section 2.01. Parking Easement. Subject to the terms and conditions set forth in this Agreement, Franklin Road Properties hereby grants and conveys to Cumins for the benefit of the Cumins Property a non - exclusive easement for the purpose of vehicular parking on the areas designated by Franklin Road Properties for vehicular parking on the Parking Lot. Franklin Road Properties intends to develop eighteen (IS) spaces on the Parking Lot, four (4) of which shall be for the use of the Cumins Property, including its owners, tenants, and their employees, agents, and visitors. Nothing in this agreement shall prohibit Franklin Road Properties from modifying the layout of the Parking Lot. Franklin Roanoke Properties hereby reserves the right to use such areas of the FRR Property and the Parking Lot for all purposes which will not interfere with the Cumins Property's enjoyment of the rights granted hereby. Franklin Road Properties shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Cumins Property's use of the designated parking areas on the Parking Lot. Section 2.02. Non-Obstruction Agreement. Franklin Road Properties shall not cause any improvements to be made on the FRR Property or take any actions which interfere with the use of the FRR Property by Cumins. ARTICLE III Reciprocal Easements; Cumins to Vistar and Vistar to Cumins Section 3.01. Ing ess/Earess Easement. Subject to the terms and conditions set forth in this Agreement, Cumins hereby grants and conveys to Vistar and its successors and assigns, as an easement appurtenant to the Vistar Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic, but not for parking, upon, over, across and through the paved travel areas not designated for parking of the Cumins Property in order to access the Parking Lot, Franklin Road, and the Vistar Property. Cumins hereby reserves the right to modify the designated parking and travel areas in a manner, and to use the Cumins Property for all purposes, which will not interfere with Vistar's enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Vistar Property and the Parking Lot and Franklin Roadshall not be impeded by Cumins and shall at all times be maintained. Section 3.02, Non - Obstruction Agreement. Cumin shall not cause any improvements to be made on the Cumins Property which interfere with the use of this ingress/egress easement by Vistar. Section 3.03. Ingrews/F'oress Easement. Subject to the terns and conditions set forth in this Agreement, Vistar hereby grants and conveys to Cumins and its successors and assign, as an easement appurtenant to the Cumins Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic, but not for parking, upon, over, across and through the paved travel areas not designated for parking of the Vistar Property in order to access the Parking Lot, Avenham Avenue, and Franklin Road. Vistar hereby reserves the right to modify the designated parking and travel areas in a manner, and to use the Vistar Property for all purposes, which will not interfere with Cumins' enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Cumins Property and the Parking Lot, Avenham Avenue, and Franklin Road shall not be impeded by Vistar and shall at all times be maintained. Section 3.04. Non - Obstruction Agreement. Vistar shall not cause any improvements to be made on the Vistar Property which interfere with the use of this ingress/egress easement by Cumin. ARTICLE IV Cumin and Vistar Easements to Franklin Road Properties Section 4.01. ingess/Earess Easement Subject to the terms and conditions set forth in this Agreement, Cumins hereby grants and conveys to Franklin Road Properties and its successors and assigns, as an easement appurtenant to the FRR Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic upon, over, across and through the Cumins Property in order to provide access for the Parking Lot to and from Franklin Road and the Vistar Property. Cumins hereby reserves the right to use the Cumins Property for all purposes which will not interfere with Franklin Road Properties' enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Puking Lot, Franklin Road and the Vistar Property shall not be impeded by Cumins and shall at all times be maintained. Section 4.02. Temporary Easements. Cumins hereby grants and conveys to Franklin Road Properties a non - exclusive temporary access easement over the existing paved travel areas not designated for parking on the Cumins Property for the purposes of providing contractor access to the FRR Property in order to develop and construct the Parking Lot, and to provide periodic access to the Parking Lot for the purpose of maintaining the same. Franklin Road agrees to promptly repair all damage to the Cumins Property and the paved areas thereon caused as a result of use of this temporary construction easement. Section 4.03. Non - Obstruction Agreement. Cumins shall not cause any improvements to be made on the Cumins Property which interfere with the use of this ingress/egress easement by Franklin Road Properties. Section 4.04. In ess/Eirress Easement. Subject to the terns and conditions set forth in this Agreement, Vistar hereby grants and conveys to Franklin Road Properties and its successors and assigns, as an easement appurtenant to the FRR Property, a non - exclusive easement for the purpose of pedestrian and vehicular ingress, egress, passage and traffic upon, over, across and through the Vistar Property in order to provide access for the Parking Lot to and from Avenham Avenue and the Cumins Property. Vistar hereby reserves the right to use the Vistar Property for all purposes which will not interfere with Franklin Road Propertics' enjoyment of the rights granted hereby. Except as expressly set forth in this Agreement, free vehicular and pedestrian access between the Parking Lot, Avenham Avenue, and the Cumins Property shall not be impeded by Vistar and shall at all times be maintained. Section 4.05. Non- Obswction Agreement. Vistar shall not cause any improvements to be made on the Vistar Property which interfere with the use of this ingress/egress easement by Franklin Road Properties. ARTICLE V Parking Requirements Related to the Properties Section 5.01. Minimum and Maximum Parking. As a result of the square footage of the existing improvements on the Cumin Property and the Vistar Property, and their current classification as medical clinics under the City of Roanoke Zoning Ordinance, there are minimum and maximum parking requirements attached to each. The parties agree that for the purpose of meeting the City of Roanoke minimum and maximum parking requirements, parking requirements applicable to the Properties shall be combined and shall be deemed to be shared. The parties agree to execute such documents as may be required by the City of Roanoke to confirm such sharing for the purpose of complying with City of Roanoke development and zoning requirements. The parties also recognize that a portion of the parking spaces in the Parking Lot may need to be pervious in order to meet City of Roanoke development requirements. ARTICLE VI Contingencies Section 6.01. Zonin . The parties recognize and agree that the Parking Lot cannot be constructed until the zoning classification of the FRR Property is changed to a zoning district which allows off -site parking. Franklin Road Properties is in the process of seeking that zoning amendment. Accordingly, the parties recognize and agree that the easements granted herein are subject to Franklin Road Properties' ability to rezone the Parking Lot and to develop the Parking Lo[ so as to meet all City of Roanoke development requirements. Section 6.02. Agreement with Vistar. The parties further understand, recognize, and agree that the obligations set out herein are subject to Vistar and Franklin Road Properties entering into a mutually acceptable agreement which addresses the development of, ownership of and maintenance of the Parking Lot. Section 6.03. Recordation. Once the agreement described in Section 6.02 above has been executed by Vistar and Franklin Road Properties, and once the Parking Lot has been rezoned to permit its development, the parties agree that this Agreement may be recorded by Franklin Road Properties or Vistar. Until such time, the parties agree that this Agreement shall not be put to record. Section 6.04. Termination of Easement. The parties agree that if the Parking Lot has not been developed, or the contingencies set forth in Sections 6.01 and 6.02 are not satisfied, by this Agreement and the rights and obligations provided herein shall terminate. ARTICLE VII Maintenance Obligations Section 7.01. Maintenance of the Access and Parking Easement Areas. Except for maintenance or repairs the need for which arises from the acts or omissions of the other party, its agents, employees, tenants, licensees or invitees, each party shall be solely responsible for the maintenance, including snow removal, and repair of the parking and easement areas located on their respective Properties. The costs of any and all repairs or maintenance which a party, in its reasonable discretion, determines arise from the acts or omissions of the other party, its agents, employees, tenants, licensees or invitees, shall be home solely by the other party. Such party agrees to carry out any maintenance or repair activity required under this section with diligence and dispatch and shall use its best efforts to complete the same in the shortest commercially reasonable time under the circumstances, but in no event shall such maintenance or repair activity continue without completion for more than sixty (60) days. Such party shall not carry out any such maintenance or repair activity in such a manner as to interfere unreasonably with the other party's use and enjoyment of its Property. If a party fails to comply with the requirements of this Section, or unreasonably interferes with the rights granted or reserved to the other party hereunder, then, after having complied with the procedures set forth in Section 9.01 hereof, the other party may pursue any of the remedies afforded to it under Section 9.02 hereof. ARTICLE VIII Indemnification Section 8.01. Indemnification. (a) By Vistar. Except for injuries, deaths, losses, damages, or other matters resulting from the acts or omissions of Cumins or Franklin Road Properties or of the agents, employees, licensees and invitees (excluding Vision) thereof, Vistar shall indemnify Cumins and Franklin Road Properties and save them harmless from and against all loss, liability, damage, actions, causes of action, or claims for injury, death, loss or damage of whatever nature to any person, property or business interest caused by or resulting from an act or omission of Vistar or agents, employees, servants, licensees (excluding Cumins and Franklin Road Properties), invitees, tenants or subtenants of Vistar in respect of the matters set forth in this Agreement, and from and against any and all costs, expenses or liabilities (including reasonable fees of attorneys, paralegals, experts, court reporters and others) incurred by Cumins or Franklin Road Properties in connection with any claim, action or proceeding in respect of any such loss, liability, damage or claim. (b) By Cumins. To the extent allowable by law, except for injuries, deaths, losses, damages, or other matters resulting from the acts or omissions of Vision or Franklin Road Properties or of the agents, employees, licensees and invitees (excluding Cumins) thereof, Cumins shall indemnify Vistar and Franklin Road Properties and save them harmless from and against all loss, liability, damage, actions, causes of action, or claims for injury, death, loss or damage of whatever nature to any person, property or business interest caused by or resulting from an act or omission of Cumins or agents, employees, servants, licensees (excluding Vistar and Franklin Road Properties), invitees, tenants or subtenants of Cumins in respect of the matters set forth in this Agreement, and from and against any and all costs, expenses or liabilities (including reasonable fees of attorneys, paralegals, experts, court reporters and others) incurred by Vistar or Franklin Road Properties in connection with any claim, action or proceeding in respect of any such loss, liability, damage or claim. (c) B Franklin Road Properties. Except for injuries, deaths, losses, damages, or other matters resulting from the acts or omissions of Cumins or Vistar or of the agents, employees, licensees and invitees (excluding Franklin Road Properties) thereof, Franklin Road Properties shall indemnify Cumins and Vistar and save them harmless from and against all loss, liability, damage, actions, causes of action, or claims for injury, death, loss or damage of whatever nature to any person, property or business interest caused by or resulting from an act or omission of Franklin Road Properties or agents, employees, servants, licensees (excluding Cumins and Vistar), invitees, tenants or subtenants of Franklin Road Properties in respect of the matters set forth in this Agreement, and from and against any and all costs, expenses or liabilities (including reasonable fees of attorneys, paralegals, experts, court reporters and others) incurred by Cumins or Vistarr in connection with any claim, action or proceeding in respect of any such loss, liability, damage or claim. ARTICLE IX Defaults and Remedies Section 9.01. Defaults. If any party (the "defaulting party ") should fail to observe any of the terms, conditions, restrictions or provisions of, or should fail to perform any of its covenants or obligations under this Agreement within a period of thirty (30) days after either of the other party (the "non- defaulting party ") has given to the defaulting party written notice thereof, then the defaulting party shall be in default under this Agreement; provided that if the obligation is of such a nature that the same cannot, with due diligence, be reasonably performed within such 30-day period, then such default shall be deemed to have been cured if the defaulting party commences such performance within such 30 -day period and thereafter undertakes and proceeds with due diligence to complete the same and does complete the same within a reasonable time. If a default has occurred and is not cured within the time period specified in this section, then the non- defaulting party shall have all of the rights and remedies afforded to it by law and also all of the rights and remedies set forth in Section 9.02 hereof (whether or not they are expressly provided by statute or recognized by judicial precedent), any one or more of which may be exercised and enforced independently or concurrently at any time after such default, without further notice to the defaulting party and without waiving any of the non - defaulting parties' other rights and remedies, and all of which shall, to the extent applicable, survive the termination of any right granted in this Agreement. Section 9.02. Remedies. (a) Cure. If cure is not effectuated within the time periods as provided in Section 9.01 above, the non - defaulting party may cure, but is not required to cure, any default of the defaulting party under this Agreement; and if the non - defaulting party should do so, then it shall be entitled to be reimbursed for all reasonable costs and expenses incurred by it in connection therewith, from either the defaulting party, its contractors, or its insurance carriers. (b) Civil Actions. The non - defaulting party may sue the defaulting party for the specific performance of any obligation undertaken by the defaulting party in this Agreement, for injunctive or other equitable relief, or for damages in any court of competent jurisdiction in order to recover any such amount as may be due and payable to the non - defaulting party. Section 9.03. Obstruction Defaults. Notwithstanding anything to the contrary contained in this Agreement, and except where obstruction is reasonably necessitated in order to perform any maintenance or repair obligation for an easement in accordance with this Agreement, in the event vehicular access through an easement area is completely obstructed (each such event, an "Obstruction Default "), the owner of the benefited parcel may notify the owner of such easement area by any means reasonable under the circumstances, including via facsimile or telephone, of the Obstruction Default and demand that the Obstruction Default be remedied. If, after twenty - four (24) hours after such notice has been provided, the owner of the easement area has not remedied the Obstruction Default or commenced to remedy the Obstruction Default and thereafter remedies such Obstruction Default within forty -eight (48) hours, the owner of the benefited parcel shall have the right (but not the obligation) to enter upon such easement area and remedy the Obstruction Default and shall be reimbursed by the owner of the easement area for the reasonable costs for such remedy upon demand. ARTICLE X Force Maieme Section 10.01. Delays The time periods by which a party is required to perform its obligations under this Agreement shall be extended by the period of any delays arising by reason of excused causes which render performance impracticable. Excused causes include, without limiting the generality of the foregoing, war, nuclear disaster, insurrection, strikes or other labor disputes, unavailability of materials, riot, rationing, civil disobedience, fire, flood, hurricane, earthquake, any act of God and acts, failures to act, actions and proceedings or regulations of any governmental authority (whether legislative, executive, administrative or judicial). Notwithstanding the foregoing, excused causes shall not include (i) causes which result from the gross negligence or willful misconduct of the party seeking an extension of time pursuant to this Section 10.01 or (ii) a lack of funds. ARTICLE XI Notices: Notice of Transfer Section 11.01. Notices. Except as set forth in Section 9.03, any notice or other communication required or permitted to be given to a party under this Agreement shall be in writing and shall be given by one of the following methods to such party at the address set forth at the end of this Section 11.01: (i) It may be sent by ordinary U.S. mail or by registered or certified U.S. mail, return receipt and postage prepaid, or (ii) it may be delivered in person or by over -night courier, facsimile, or any other means for transmitting a written communication provided that such means allows for confirmation of receipt which confirmation shall be required to effectuate notice under this Section 11.01. Any such notice shall be deemed to have been given upon receipt or refusal of receipt. Either party may change its address for notice by giving written notice thereof to the other party. The address of each party for notice initially is as follows: If to Vistar: Vistar Properties, LLC 3320 Franklin Road Roanoke, Virginia 24014 Facsimile: If to Cumins: Kenneth D. Cumin and Linda R. Cumins, Trustees 5145 Partridge Circle, S.W. Roanoke, Virginia 24018 Facsimile: If to Franklin Road Properties: Franklin Road Properties, LLC 3320 Franklin Road Roanoke, Virginia 24014 Facsimile: Section 11.02. Notice o_ f Transfer. If party should transfer its interest in its Property, it shall immediately notify the other party of such transfer in the manner provided in Section 11.01 hereof. Such notice shall contain the name of the transferee and the address of such transferee for purposes of receiving notices hereunder. If a party fails to notify the other of a transfer of its interest in its Property, or fails to include the address of the transferee in a transfer notice, the other party may, but shall not be obligated to, send notices hereunder to such transferee at the tax mailing address listed for such transferee on the books of the City of Roanoke tax collector's office until such time as the transferee has notified the other party of a different notice address in the manner provided in Section 11.01 hereof. ARTICLE XII Miscellaneous Provisions Section 12.01. Successors and Assigns. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns (including successive, as well as immediate, successors and assigns) of the parties hereto. Section 12.02. Goveminn Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The parties hereby submit to the exclusive jurisdiction of the state courts located in the City of Roanoke, Virginia, in any action or proceeding arising out of, or related to this Agreement, and the parties hereby agree that all claims in respect to any action or proceeding shall be heard or determined only in these courts. Section 12.03. Remedies Cumulative. All rights and remedies of the parties hereto enumerated in this Agreement shall be cumulative and, except as speciftcally contemplated otherwise by this Agreement, none shall exclude any other right or remedy allowed at law or in equity, and said rights or remedies may be exercised and enforced concurrently. No waiver by any party of any covenant or condition of this Agreement, to be kept or performed by any other 10 party to this Agreement, shall constitute a waiver by the waiving party of any subsequent breach of such covenant or conditions, or authorize the breach or non - observance on any other occasion of the same or any other covenant or condition of this Agreement. Section 12.04. Duplicate Originals. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument. Section 12.05. Article and Section Cautions. The Article and Section captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement. Section 12.06. Severability. If any provision of this Agreement or the application of any provision to any person or entity or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or entity or circumstance, all of which other provisions shall remain in full force and effect. Section 12.07. Amendments in Writing. No change, amendment, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon any party unless in writing and signed by all of the parties hereto. Section 12.08. Agreement f- Ex lu -:..e n....ar of Parties: Further Assurances. The r the provisions of this Agreement are for the exclusive benefit of the parties hereto and not in benefit of any other person or entity, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third person or entity. The parties agree that each will execute such additional documents as may be reasonably required to effectuate the terms of this Agreement. Section 12.09. No Partnership Joint Venture or Princip hip al- Agency Relations. Neither anything contained in this Agreement nor any acts of the parties hereto shall be deemed or construed by the parties hereto, or any of them, or by any third person or entity, to create the relationship of principal and agent, or of partnership, or ofjoint venture, or of any such association between the parties to this Agreement. Section 12.10. W^pPn Consent Reau'red. Whenever a party is requested to consent to or approve of any matter with respect to which its consent or approval is required by this Agreement, such consent or approval, if given, and unless a shorter time period is specified herein, shall be given in writing and shall be given within thirty (30) days of request therefor. Failure to consent, reject, approve or disapprove in writing within such thirty (30) day period (or such shorter time period as may be specified herein) shall constitute consent and approval. Section 12.11. R s a lc s of Consent or Approval. Whenever a party is entitled to exercise some right under this Agreement, only with the prior consent or approval of another party, such consent or approval shall not be unreasonably withheld, delayed or conditioned, unless otherwise stated herein. Section 12.12. Covenants Run With the Land. It is intended that the covenants, easements, agreements, promises and duties of each party, as set forth in this Agreement, shall be construed as covenants and not as conditions and that, to the fullest extent legally possible, all such covenants shall run with and be enforceable against both the covenantor and the land or constitute equitable servitudes as between the parcel of the respective covenantor, as the servient tenement, parcel of the respective covenantee, as the dominant tenement. and the Section 12.13. No Merger. All of the provisions of this Agreement are for the mutual benefit and protection of the present and all future owners of the Properties; and if there should at any time be common ownership of any of the Properties, or any estate therein, then it is the intention of the parties hereto that there be no merger into the respective fee simple estates of the rights and benefits and the obligations and burdens of this Agreement, but rather that such rights and benefits and such obligations and burdens shall be separately preserved for the benefit of all future owners of the fee simple estates in said Properties. Section 12.14. No Dedication. Nothing in this Agreement shall be deemed to constitute a gift, grant or dedication of any portion of the Properties to the general public or for an purpose, provided that the parties shall have the right to extend the benefit of any of the easements granted herein to any governmental unit, public body and/or utility company for the purpose of the construction, installation, operation, maintenance, repair, relocation, modification, extension or alteration of utility lines and related facilities, but such grant shall be subject to the terns and conditions hereof. Section 12.15. Termination of Liability Upon Transfer. If the owner of a Property should transfer its fee simple interest to and ownership of such Property, then the liability of the transferor for the breach of any covenant or provision contained in this Agreement and the liability of the transferor for any obligation arising under this Agreement occurring after the date of such transfer, shall automatically be terminated; and the transferee, by the acceptance of the conveyance of such fee simple interest, shall automatically be deemed to have accepted, assumed and agreed to observe or perform such covenant or provision after the date of such transfer. Section 12.16. Compliance With Laws. The parties, at their sole cost and expense, shall obtain any necessary licenses and permits and otherwise shall comply with any and all federal, state, local and other governmental statutes, laws, rules, orders, regulations and ordinances affecting or relating to their respective Properties, including, without limitation, any requirements or obligations set forth in any applicable zoning ordinance or limitation text. Section 12.17. Restoration. If, as a result of the exercise of any easement rights created under this Agreement, a party shall damage or disturb the improvements of the other party 12 (ordinary wear and tear excepted) that we part of or are permanently located in the easement area, party the damage disturbance shall repair other party to, as near as possible, condition existing ng pr or to such damage or disturbance. IN WITNESS WHEREOF, the parties have caused the Cross - Easement Agreement to be executed under seal by their duly authorized representatives, to be effective as of the date first above written. VISTAR PROPERTIES, LLC, a Virginia limited liability company Kenneth D. Cumins, Trustee under the Cumins Living Trust dated June 16, 2004, and any amendments thereto Linda R. Cumins, Trustee under the Cumins Living Trust dated June 16, 2004, and any amendments thereto FRANKLIN ROAD PROPERTIES, LLC, a Virginia limited liability company (NOTARY ACKNOWLEDGMENTS ON FOLLOWING PAGESI 13 STATE OF CITY / COUNTY OF ) m -wit: The foregoing instrument was acknowledged before me this _ day of 2015, by LLC, a Virginia limited liability company, on behalf of said company, of Vistar Properties, Notary public Commission Expires:��_ Registration Number: STATE OF CITY / COUNTY OF ) to -wit: The foregoing instrument was acknowledged before me by Kenneth D. Cumins, Trustee under the Cumins Living Trust dated June 16, 2004, this _ day of , 2015. Commission Expires: Registration Number: Notary Public 14 STATE OF to -wit. CITY / COUNTY OF ' The foregoing instrument was acknowledged before me by Linda R. Cumin, Trustee under the Cumins Living Trust dated June 16, 2004, this _ day of Notary Public Commission Expires: Registration Number: STATE OF ) to -wit: CITY / COUNTY OF ' The foregoing instrument was acknowledged before me this _ day o Franklin Road 2015, by —� on behalf of said company. Properties, LLC, a Virginia limited habduy company, Commission Expires: Registration Number: Notary Public 15 PROFFER TO BE ADOPTED ON ROANOKE CITY TAX PARCEL NO. 1300121 The property shall be developed in substantial conformity with the Development Plan prepared by Lumsden Associates P.C. dated July 8, 2015 and attached hereto as Exhibit A ( "Development Plani subject to those changes which may be required by the City of Roanoke during comprehensive development plan review. !I ids e yldV wesr se A, / V PROPOSED DEVELOPMENT SUMMARY w<wsso merc n miacr wamo ns amR vxearc Lm A4EA nu AC llusc sr) for waxarr n' uN'. waxers aer.I¢ ARCS ros wsoso upXaus .goal¢ Affil: in wOSGpE BN{ER % FRK s _ - WlOSCMNO SFry CpKpy TO THE REOURNE Iis a MCGM b xs -BIB Na " BBB -I a TxB cooE a nc Ol a µpµglE. IECIFlGLLY, MECE Alill BE hY B'OT DEEP YAM MM CEQW W S 1XFE5 M'O FfiRGOC N SHRUBS ALMS SMUT FMWiaCE NIO CCfMYJCUS R:£LS lJ1O SWUBS BE1'AFEN 1XE pMYING IWEP .WO I%JiRXG BF90EN11.LL DISTRICTS . N \ err -1 ro ..- -' GRAPHIC SCALE 1`S xnlE' _- Darer 46E4 BRAM8LHON AVEKUE PHONE l541 ➢]'4A411 OONx xo.i LUMSDEh SSOCIATES, P.C. ro Box zo 69 r4n1 Ez -B s ENGINLEIL $UR�r:.YGR$ -PLAN N6R$ ROANOKE, VIRGINIA Za018 E.b1AIC. MAILQLUMSDEKPCCOM scuE ROANOU VIRGINIA EXHIBIT "A" DEVELOPMENT PLAN RRORERIY OF FRANKLIN ROAD PROPERTIES, LLC SITGA1 D ALONG FRANKLIN ROAD CRY Of ROANOKE, VIRGINIA Julv e. 2015 I C I =Gy6 wLL I l 0 ..- -' GRAPHIC SCALE 1`S xnlE' _- Darer 46E4 BRAM8LHON AVEKUE PHONE l541 ➢]'4A411 OONx xo.i LUMSDEh SSOCIATES, P.C. ro Box zo 69 r4n1 Ez -B s ENGINLEIL $UR�r:.YGR$ -PLAN N6R$ ROANOKE, VIRGINIA Za018 E.b1AIC. MAILQLUMSDEKPCCOM scuE ROANOU VIRGINIA EXHIBIT "A" DEVELOPMENT PLAN RRORERIY OF FRANKLIN ROAD PROPERTIES, LLC SITGA1 D ALONG FRANKLIN ROAD CRY Of ROANOKE, VIRGINIA Julv e. 2015 1. i6tl d Cl, 1 IUIN L m 0)r ___ SECTION 3 MENIMI LUMSDEN ASSOCI A'I'ES, P.C. aeca eav BLLTON AVENUE ENGINEERS- SURVEYORS - PLANNERS R.O_eaX Z0Ba9 PHONE, 1340)774 -Gall MEMEM ROANOKE, VIRGINIA ROANOKE, VIRGINIA 2418 FAX = GRID 772.9a45 EMAIL. MAIL @LUMSOENPC.COM SECTION LOCATION MAP 1HE sECn SHOVM ME DAIV 0 19W Cltt OF'EA.E YAPPING GRAPHIC SCALE 4a o s® EXHIBIT "B' PROPOSED SECTIONS PROPERTY OF FRANKLIN ROAD PROPERTIES, LLC SLTEV ED ALONG FNANKLW ROAD CITY OF ROANOKE, VIRGINIA .IYB 2015 11 242 1' =40' w • AFFIDAVIT APPLICANT: Franklin Road Properties, LLC LOCATION: 3302 Franklin Road Tax No. 1300121 REQUEST: Rezoning of Property from R -12 (Residential Single - Family District) to MX (Mixed Use District) with a condition COMMONWEALTH OF VIRGINIA ) TO -WIT: CITY OF ROANOKE ) The affiant, Tina M. Carr, 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 this / day of 2015, notices of a public hearing to be held on this 12 y of 2015, on the request captioned above to the owner or agent of the parcels as set out on the attached. Tina M. Carr SUBSCRIBED AND SWORN to before me, a Notary Public, in the City of Roanoke, Virginia, this _21_dayof 2015. otary Pd li� DARRYL W. CHILDRESS NOTARY PUBLIC COMMONWEALTH OFMAGINIA REGISTRATION R7 61 5 LMY COMMISSION IXPIRES A 0 Owner Southwood of Roanoke Homeowners Association Franklin Road Properties, LLC Charles F. Sellers Douglas R. Irvin John C. Chappell Isaac R. Cockfield, Jr. and Karia Webb CockHeid Kenneth D. Cumin Address city PO Box 5367 Roanoke 3320 Franklin Rd Roanoke 3267 White Oak Rd Roanoke SW 3271 White Oak Rd Roanoke SW 3277 White Oak Rd Roanoke SW 3261 White Oak Rd Roanoke SW 5145 Partridge Cir SW Roanoke 9 State Zip VA 24012 VA 24014 VA 24014 VA 24014 VA 24014 VA 24014 VA 24016 The Roanoke Times Roanoke, VirgmgT'f CLa H221j1; l yy Bh47y %1'. Affidavit of Publication CITY OF ROANOKE - PDV Attn Tina M. Carr STEPHANIE MOON, CITY CLERK 215 CHURCH AVE, SW, SUITE 456 ROANOKE, VA 24011 Account Number 6011439 Date October 06, 2015 Date Category Description Notary Ad Size Total Cast 10/12/2015 Municipal Notices PUBLIC HEARING NOTICE All public hearings advarbsed net 1 x207 L 1,057.84 Publisher of the Roanoke Times I, (the undersigned) an authorized representative of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice PUBLIC HEARING NOTICE A was published in said newspapers on the following dates: 09/29. 10/06/2015 The First insertion being given ... 09129/2015 Newspaper reference: 0000222050 B ling Rep esentative Sworn to and subscribed before me this Tuesday, October 6, 2015 11115 15 NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU Notary lblic 0.2 State of Virginia o° �` City /County Roanoke I 1 - rwl T T ON NO 195zi My Commission n expires 11115 15 NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU PUBLIC HEARING NOTICE All Public hearings advertised herein will be held the City Council Chamber, fourth floor, Room 450, Noal C. Taylor Municipal Budding, 215 Church Avenue, SuVi Roanoke, Virginia. All applications are available for review in the Planning, Building and Development office, Room 166, 215 Church Avenue, S.W.. Roanoke Virginia. Any person with a disability requiring any special accommodation to allend or contact za Planning,e hearings Building at (540) 0531730 At least five days prior to the scheduled hearing. The City of Roanoke Planning Commission will hold public hearings on October 12, 2015, at 130 p. m.. or as soon as the matters may be heard to consider these applications'. Application by Franklin Road Properties, LLC, to young property located at 3302 Franklin Read, SW,. bearing Official Tax No 1300121from R- 12, Residential Single Family District, to M%, Mixed Use Didion, with a contlition. The nucleation is to develop the property for Parking, off site, in substantial conformity with a proffered development plan dated July R, 2015, subject to certain changes. The land use categories permitted In Mx include residential', moomm alption5 And group living, enmres"jol: assembly and tertainment, public Institutional and community facilities) transportation; utility agricultural; and accessary s with a maximum of one dwelling unit per 2,500 square feet of lot area And a maximum Rom area ratio of 1.0. The comprehensive plan designates the Property for single family medium restrict new freestanding signage to may he heard. conform with applicable signage requirements for the CN 0otmet at the 9eDM1anie M. Moon Reared, MIND, m time application is made far a new sign see Clerk pemlit. The land use categ res, Cry permitted in CO include The City of Roanoke Board of Zoning c mmmlatio^ s and group "i Appeals will head public hearings be commercial ac o industrial assembly and October 14, ID15, a[ L00 pm., or as entertalinmenk Public, Institutional antl on October the matter may be al or t0 community facilities; transportation: en as these application s: utility agnouldi and ssory grand" u with a maximum floor area ratio A Viatica fled by Lisa Frahm, for of e 5.0. The comprehenzme plan propperty locatetl at 506 Williamson designates the property far small and Road, N.W. bearing Official Tax ND. metlmm scale commecial. 2190521, zoned M%, Mixed Use District. Application from PRMG LLC, IO amentl for a Special exception pursuant to the Planned Unit Development Plan as Section oanoke5. 979, Zoning, Cade amended, to It pertains ro 4414 Pheasant Ridge City of Roanoke (1979), us amentled. fD Read. S.W., bearing Official Tax No. permit a group c a are fility, 54601241 4345 Griffin Road S.W., establishment .,addressed home, elderly bearing official Tax No. 5470302, four .,addressed lots on Griffin Road 5 W., Application filed by Gail Brown for bearing Official Tax Nay. 5470101, property located at 3037 Cove RDatl. 5470303, 5470304, 547(1 antl three N.A., bearing Official Tax ND. 2480106. unaddressed lots on Van Winkle Read, zoned R 7, Residential Single Family S.W. bearing Official Tax NOS. 5470306, District for a special e41eption 5470307.5470308. The apoication is to pursuant to Section 36.2 311 Zoning, permit construction 0f buildings CDtle of the City Of Roanoke (1979) as b0using a sixty -four (M) unit memory Amended to permit a family day home Care facility antl a ninety (90) unit establishment. assisted wing facility with a changed fit, configuration than previously Application filed by Mary C runty for permiltetl by the Institutional Planned property located At 3121 w.dlawn Unit Oevelopment Plan In lar"Stion Ave S.W., bearing O10cial Tax NO with the passage of Ordinance No 156W18 aonetl R7, Resitlential Single m019March 1 adopted by city land a,, Family Distinct, fora thrum exception on March 16, 2015. The )antl a pursuant no Section 362 -311, Zoning, categories pemitted In the INPUD Code of the City of Roanoke (1979), as District include residential; mantled to permit a numeric, accommodation$ and group living' from Inmenl. ciaP, assembly and entertainment; public, institutional and Tlna M Carr, Secretary, City BoaN 01 m comunity Declines l transportation Zoning Appeals utility: agricultural; antl accessory uses, with a maximum density of One (122050) dwelling unit per 1800 square feet of lot sma, The comprehensive plan designates the pope, far mixed density residential and single family residential se, but tloez not specmv density. The proposed use of the Property 9rouresidential nifty with approximately one dwelling unit per Application by Hunter Real Estate Public hearing to amend 5ec 361411. Group, L-C. to rez0ne property located Use table for reandeaial dismiss, at 2514 And 2518 Williamson Road, Not- Chapter 31 Zoning, cube Carle of the bearing Official Tax Nos. 3090227 and City of Roanoke (1919), is amended As 3090225, respectively, from CN, it relates t0 permitting Accessory Uses, Commercial Neighborhood District, to "Home occupation, personal service;' CG, Commercial General control, with certain residential disttlets. Th e ontlitled, The application is to permit in rents a scrivener the expansion of a motor vehicle sales or from a previous amendment and antl service establishment, used The allows as a permitted accessory us proffered contlition, restrict land uses ^Home occupation, personal service "In permitted to only those uses which are 9-i. Residential Single Family District. Permitted in both the CN and CG R3, Residential Singlola nd, Dubtai districts and Motor vehicle rental and RM 2, Residential Mixed Density establishment, with Inventory on site: District. Motor veh,,Ie (motorcycle) Its and se race establishment, new; and Motor Tina M. Carr, Secretary, City Planning oliitle sales antl ide Commission establishment, used state that the property will be devel0petl in City Council will hold puWC hearings subsantial conformity with a an the aforesaid matters and Development plan dated August 8, applications oa Cancer 19, 2015, at 2015, subject to certain changes) and 71W p.m.. or as soon as the matters 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 Avenue, S.W., Roanoke, Virginia. 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 public hearings on October 12, 2015, at 1:30 p.m., or as soon as the matters may be heard, to consider these applications: Application by Franklin Road Properties, LLC, to rezone property located at 3302 Franklin Road, S.W., bearing Official Tax No. 1300121 from R -12, Residential Single - Family District, to MX, Mixed Use District, with a condition. The application is to develop the property for Parking, off site, in substantial conformity with a proffered development plan dated July 8, 2015, subject to certain changes. The land use categories permitted in MX include residential; accommodations and group living; commercial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum of one dwelling unit per 2,500 square feet of lot area and a maximum floor area ratio of 1.0. The comprehensive plan designates the property for single-family medium density. Application by Hunter Real Estate Group, LLC, to rezone property located at 2514 and 2518 Williamson Road, N.E., bearing Official Tax Nos. 3090227 and 3090225, respectively, from CN, Commercial- Neighborhood District, to CG, Commercial - General District, with conditions. The application is to permit the expansion of a motor vehicle sales and service establishment, used. The proffered conditions restrict land uses permitted to only those uses which are permitted in both the CN and CG districts and Motor vehicle rental establishment, with inventory permitted site; Motor vehicle (motorcycle) sales and service establishment, new; and Motor vehicle sales and service cstablishmem, used; state that the property will be developed in substantial conformity with a development plan dated August 8, 2015, subject to certain changes; and restrict new freestanding signage to conform with applicable signage requirements for the CN District at the time application is made for a new sign permit. The land use categories permitted in CG include accommodations and group living; commercial; industrial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum floor area ratio of 5.0. The comprehensive plan designates the property for small and medium scale commercial. Application from PRMC, LLC, to amend the Planned Unit Development Plan as it pertains to 4414 Pheasant Ridge Road, S.W., bearing Official Tax No. 5460124; 4345 Griffin Road, S. W, bearing Official Tax No. 5470302; four unaddressed lots on Griffin Road, S.W. bearing Official Tax Nos. 5470301, 5470303, 5470304, 5470305; and three unaddressed lots on Van Winkle Road, S.W., bearing Official Tax Nos, 5470306, 5470307, 5470308. The application is to permit construction of buildings housing a sixty -four (64) unit memory care facility and a ninety (90) writ assisted living facility with a changed site configuration than previously permitted by the Institutional Planned Unit Development Plan in connection with the passage of Ordinance No. 40190- 031615, adopted by City Council on March 16, 2015. 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 uses; with a maximum density of one dwelling unit per 1,800 square feet of lot area. The comprehensive plan designates the property for mixed density residential and single family residential use, but does not specify density. The proposed use of the property is group care facility and multifamily residential with approximately one dwelling unit per 2,360 square feet of lot area. Public hearing to amend Sec. 36.2 -311, Use table for residential districts, Chapter 36.2, Zoning, of the Code of the City of Roanoke (1979), as amended, as it relates to permitting Accessory Uses, "Home occupation, personal service," in certain residential districts. The amendment corrects a scrivener's error from a previous amendment and allows as a permitted accessory use, "Home occupation, personal service" in R -7, Residential Single - Family District; R -5, Residential Single - Family District; and RM -2, Residential Mixed Density District. Tina M. Car, Secretary, City Planning Commission City Council will hold public hearings on the aforesaid matters and applications on October 19, 2015, at 7:00 p.m., or as soon as the matters may be heard. Stephanie M. Moon Reynolds, MMC, City Clerk The City of Roanoke Board of Zoning Appeals will hold public hearings on October 14, 2015, at 1:00 p.m., or as soon as the matter may be heard, to consider these applications: Application filed by Lisa Frontus for property located at 5046 Williamson Road, N.W., bearing Official Tax No. 2190521, zoned MX, Mixed Use District, for a special exception pursuant to Section 36.2 -315, Zoning, Code of the City of Roanoke (1979), as amended, to permit a group care facility, congregate home, elderly establishment. Application filed by Gail Brown for property located at 3037 Cove Road, N.W., bearing Official Tax No. 2480106, zoned R -7, Residential Single- Family District, for a special exception Pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a family day home establishment. Application filed by Mary C. Dutilly for property located at 3127 Woodlawn Ave, S.W., bearing Official Tax No. 1560618, zoned R -7, Residential Single - Family District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a homestay establishment. Tina M. Car, Secretary, City Board of Zoning Appeals - --------- ---- - - ------- - ---- Please publish in newspaper on Tuesday, September 29, 2015, and Tuesday, - -- Oember 6, 2015 Please bill and send affidavit of publication to: Tina M. Carr Secretary to the Board of Zoning Appeals Secretary to the Planning Commission Planning Coordinator Planning, Building & Development City of Roanoke Noel C. Taylor Municipal Building 215 Church Avenue, SW, Room 166 Roanoke, VA 24011 540/853 -1330 tina. carr@roanokeva. gov Please send affidavit of publication to: Stephanie M. Moon Reynolds, MMC, City Clerk 215 Church Avenue, S. W., Suite 456 Noel C. Taylor Municipal Building Roanoke, Virginia 24011 -1536 (540) 853 -2541 0_/. Citizen Concerns for Franklin Road Parking Lot Proposal david.bowers, mayor, davit trinkle, John Chappell to: bill.bestpitch, ray.ferris, sherman.lea, 10/17/201501:35 PM anita.price, court.rosen Cc: barbgary Roanoke City Council Members, We would like to submit our list of concerns (attached PDF and link below to pictorial of issues / concems) regarding the proposed development (Franklin Road, TM 1300121) directly behind our home (3277 White Oak Road SW). We are vehemently opposed to this proposed rezoning and development based on our concerns and those of our neighbors in South Roanoke. We have started an online petition (see Change.org link below) so that our neighbors can also voice their opposition, and we will be attending the City Council meeting on Oct 19. >> Link to a pictorial in opposition to the proposed rezoning g PDF) The photos in this document will hopefully clarify several of our points. Specifically we highlight... 1. Current visual /sound /privacy /safety barriers that are not being adequately maintained 2. 'threat to already distressed storm water system in this area (we have contacted US Amy Corps of Engineers to review proposal) 3. Uncertainty regarding the necessity for the proposed parking area 4. Significant home improvements being made to adjacent properties 5. Destruction of neighborhood green space >> Link to online Petition (Change ore) signed by residents opposed to the proposed rezoning (67 signatures thus far, please see comments) We ask that Council members carefully consider our issues with the proposal. We have three small children and have recently purchased this home (July 2014) to improve it and enhance the neighborhood as well as the City. We hope Council members will consider our concerns with the perspective of the impact it will have on us as a young family, trying to create a safe home and use our modest resources to build our lives here in Roanoke. Additional consideration should be given to the concerns of our neighbors who have also improved their homes (especially Gary Metz of 3287 White Oak Road SW) and who certainly oppose any threat to their safety, privacy and the investments they have made in improving their properties. Please don't hesitate to contact me with any follow -up questions (434- 249 - 7023). As I said, I will be attending Monday's meeting considering this proposal, so we can discuss these issues there as well. Thank you so much for your time in considering our position. We apologize for any inconvenience we may cause in expressing our disapproval, but we feel urgent, as any homeowner or family would, in protecting the significant financial investment in their home and in protecting the safety of their family. Sincerely, John and Lashelle Chappell South Roanoke Neighborhood Concerns and Comments for Proposed Rezoning and Development on Franklin Road (Tax No 1300121) by Franklin Road Properties, LLC (Kenneth Tuck and Scott Strelow, owners) Negative Economic Impact Numerous real estate industry sources indicate that parking lots adjacent to residential homes cause home values to decrease at least 5 to 10 %. If these properties are not well kept, the decrease in home value can be even more severe. A decrease in home values will adversely affect tax valuations, and thereby decrease the tax revenue for the City of Roanoke from homes adjacent to this proposed development. Decreased home values will also reduce the worth of the significant financial investment that homeowners have made in their homes. o Sources: d ecre_ase-p rye rtt- values my- nee4hborhood Home values can further decrease if adequate visual and auditory barriers /screening are not provided and well maintained, in addition to undermining neighborhood aesthetic and appeal to potential homebuyers. The South Roanoke community has a standard for well -kept green spaces, and destruction of the trees and vegetation along Franklin Road and along the residential line would be inconsistent with this standard. Cutting down the trees on the proposed plot will remove a natural barrier to sunlight exposure, which currently reduces home cooling costs, especially in the summer. Destroying this barrier will increase the costs associated with cooling and maintaining homes exposed to direct sunlight. Threat to Health and Safety Currently, staff and patients at the businesses located on these properties often smoke tobacco in the back of the current parking lot, posing a health risk to anyone within 50 feet, especially children. A parking lot will increase the amount of stagnant carbon monoxide released into adjacent properties, affecting the health of those nearby, especially children. Both carbon monoxide and tobacco smoke are known carcinogens and can cause neurological and other health disorders. A parking lot connected to a high traffic road such as Franklin Road offers criminals an access point for illicit activity and the ability to flee quickly (a new access to Franklin Road is not being proposed; however, an existing entrance point to Franklin Road is within 5 feet of the proposed parking area and thus allows quick access to Franklin Road). Additionally, if adequate monitoring of the parking lot is not maintained, criminal activity may increase during non - business hours and pose a threat to neighboring homes. If adequate fencing is not provided, access to the neighborhood homes for criminal activity will be a major concern. One of the current business owners Dr. Scott Strelow relayed details of a specific incident in which the copper fittings on the building gutters were stolen even with the existing "security lighting." This exemplifies the risk of trespassing, vandalism, home burglary, home invasion and other criminal activity that could occur with a unmonitored parking area in close proximity to a residential neighborhood. If fencing is not adequately secure and not properly maintained and monitored, small children may be able to access the parking lot and Franklin Road, posing a risk to their safety. Adequate fencing is also necessary to deter business patrons and staff from trespassing on adjacent properties, which is currently a problem and has not been addressed by the current business owners according to the base code for commercial zoning adjacent to residential property. Loss of Privacy The business properties at this location are currently not in compliance with the base code for maintaining a privacy barrier with adjacent homeowner property. See attached statements from Mr. and Mrs. Ike and Karla Cockfield (homeowners of 3281 White Oak Road SW), Mr. Gary Metz (current homeowner of 3287 White Oak Road SW), and Ms. Nancy Thomas (former homeowner of 3287 White Oak Road SW). In addition, both business owners have not been adequately responsive or expedient in addressing previous concerns of homeowners. Given this precedent of negligence, there is a major concern that future privacy requirements will not be kept current. - Patrons and staff that currently loiter outside of these businesses create a threat to privacy for neighbors and their families, and this will only increase if the parking area is expanded. Negative Environmental Impact and Pollution Lighting structures on the parking lot will introduce unwanted light pollution into the adjacent properties. This will negatively impact sleeping patterns and quality of life of neighbors. Noise pollution from vehicles in the lot (engine noise, loud radios, doors /trunks closing, etc.) will be disruptive to neighbors, in addition to the increased noise from Franklin Road traffic if an adequate sound barrier is not established and maintained. Noise from trash removal vehicles has not been adequately addressed by the construction and maintenance of a sound barrier. In addition, there have been repeated incidents where security alarms at both businesses have been activated during non - business hours. The business owners did not adequately respond to notification of the situation in a timely manner, even after authorities were contacted. This precedent is of significant concern with the proposed plan. Trash and debris from vehicles parked on the lot will affect the environmental quality of neighboring properties, as well as toxic fluids that may leak from vehicles and enter the runoff into the protected waterway and storm drain system. Exacerbate Existing Water Runoff Issues The storm drain and creek on this property are known to the City of Roanoke to be problem areas that will need to be addressed in the next 5 -10 years (verbal discussion on June 10, 2015 at 10 AM with Mr. Ryan Apple and Mr. Josephus Johnson - Koroma of the City of Roanoke Storm Water Division). Development on this land would obstruct a necessary right - of -way or future easement to maintain this storm water system properly. In addition, if the construction on this property is not done properly, this distressed area will become more difficult to address in the future. This proposed plan should be thoroughly reviewed by Mr. Ryan Apple and Mr. Joseph us Johnson - Koroma of the City of Roanoke Storm Water Division to be sure it is consistent with the long -term plan for the City of Roanoke to update and maintain the currently inadequate storm drain system. Furthermore, the current owner of the property is not maintaining this drain system to a standard that prevents flooding issues, which suggests the potential for negligence in the future. - Constructing an impermeable surface would increase water runoff into an already distressed portion of the storm drainage system. This system has already caused issues with several homeowners in terms of Flooding as well as dangerous Flooding on Franklin Road. The City of Roanoke has verbally indicated that this storm drain will be updated using taxes collected for the Storm Water Division. Construction on this site would impair those tax - supported efforts for maintaining City infrastructure. Disruption of a Federally Maintained Waterway A naturally occurring spring exists at the corner of White Oak Road SW and Avenham Road (3 287 White Oak Road SW). This spring Flows through the City of Roanoke's storm water system, and feeds the creek that runs on the property under review. This creek connects to Ore Branch, which is maintained by the Army Corps of Engineers and monitored by State and Federal Environmental Protection Agencies. Any alterations to the waterway should be reviewed at all levels of governance and, if so decided, permitted only in strict accordance with local, state, and federal laws for development and maintenance. Each of these government agencies should be notified of these plans, and assurances to homeowners should be provided that the plan is congruent with all laws protecting the environment. change.org Recip',unt: Ian Shaw, Roanoke Planning Commission, Karri Atwood, Kit Hale, Lora Katz, Angela Penn, Anthony Russell, James Smith, and Chad Van Hyning I Ptic't Greetings, Keep South Roanoke beautiful Comments Name Loudon Date Comment Gary Metz Roanoke, VA 2015 -0923 1... There is currently an abundance of street parking available on Avenham Ave and White Oak Rd and Somerset, all of which is under utilized and as close to the offices or nearly so as would be the new proposed spaces. Businesses in Old Southwest and other parts of the Roanoke Valley regularly depend upon and utilize such street parking to conduct ongoing businesses. 2. If a business has outgrown a space such as this subject property, perhaps the best solution is a relocation of the business. The neighborhood and adjacent propedies to such businesses should not have to bear the brunt of an overcrowded commercial situation, especially adjacent to a predominately residential area. lyon williameon Roanoke, VA 2015 -09 -23 Taking down the trees will ruin the neighborhood area around white oak. Kerry Irvin Roanoke, VA 201509 -23 Concerned about drainage and proper water flow of the natural spring at the corner of Avenham 8 White Oak that runs underAboside projected construction, traffic issues and destruction of wooded area. Susan Lancaster Roanoke, VA 2015 -0923 Development along Franklin Road has been unsightly for years. Currently there are several large vacant businesses with tons of parking spaces. Additionally, ever since the city reconfigured that intersection to reduce speed on Avenham, there Is congestion. We don't need to add additional cars entering /exiting the parking near the the businesses at Franklin and Avenham. David Williamson Roanoke, VA 2015 -09 -23 There are many available commercial propedies on Franklin Rd. The green stretch just north of Avenham Ave provides a natural buffer for homes and a safe zone for the many wild animals that live in the woods on each side of Franklin Rd. As Gary Metz says, perhaps the businesses need to relocate rather than destroying the properly value of their neighbors and a rare in -town natural habitat. Ashley Williamson Roanoke. VA 2015 -09 -20 If the business has outgrown the parking available, I'm inclined to believe they may have outgrown their office space as well. Having visited the businesses in question, I can attest to the long wait times and over crowded waiting rooms. With that in mind, wouldnl it be better business to move to a larger office space, with more appropriate parking space already established? There are more an enough open commercial spaces available around the valley to accommodate a growing business. Perhaps that would be a more prudent solution. Judy Sellers Roanoke, VA 2015 -09 -25 I want to preserve the woods and green space along Franklin Road. Charles Sellers Roanoke, VA 2015 -09 -25 I love those woods and it's absurd to take them away to build parking lots that are not really needed Name Location Dale Comment Karla Cockfield Roanoke, VA 2015 -10 -06 1 am very opposed to the petition by Franklin Road Properties, LLC to remne 3302 Franklin Road for offsite parking. My property will be directly affected by this decision. My concerns are: the loss of natural habitat on Franklin Road, increased drainage problems (which have already been assessed by the Department of Engineering in Roanoke City), loss of property value, loss of residential privacy, Increased access to our property and the neighborhood from Franklin Road, increased potential of criminal activity in our neighborhood as a result of this access, and an increase in traffic noise from Franklin Roatl. We have tried to be good neighbors to the businesses located behind our home. We hope that the businesses behind our property will be good neighbors to us, respect our opposition to their Petition and not continue to pursue a parking lot behind our home. We feel this plan will be detrimental to our residential neighborhood. We further hope that Roanoke City Planning Building and Development will recognize the fact that this section of Franklin Road fronts one of the finest neighborhoods in Roanoke City Already some of the businesses, entertainment, etc, that have been allowed to develop along this section of Franklin Road are not residential friendly. We do not need a parking lot that will flatten natural habitat, potentially increase drainage problems in and around our home(s), and decrease the property values, the privacy and the safety of this fine southwest city neighborhood. Sandy Murray Raleigh, NC 2015 -1006 That stretch of green some is almost are there is left on Franklin Road. What is our goal to have a city with pavement everywhere? That natural hillside will be destroyed and continue the endless parking lots and pavement up and down Franklin already. Save the green space and the beauty it brings to the area. It backs up to one of the nicest neighborhoods in Roanoke. Why harm harm that area when there are so many other office spaces close by that are already developed. SAVE THE GREEN SPACE! Mary Hastings Roanoke, VA 2015 -10 -06 Parking is not necessary. What businesses are they refolding to Nat need extra parking. There is the Kmad lot, the old Haley Toyota lot. The old West Motors lot Donl take away Roanoke green space. Lauren Saunders Roanoke VA 2015 -10-06 I think destroying this green space for a paging lot devalues homes in one of the city's highest sources of residential real estate taxes. I am legitimately concerned about providing access for crime in and out of the neighborhood, particularly since a new plasma collection site has opened on Franklin Rd very near this green space. Tammy Hale Roanoke, VA 2015 -10 -06 1 do not want the trees to be cut down in the backyard of people that bought homes thinking they would have privacy and live in their homes feeling safe! THIS IS WRONG!! Look at the mountain top across from Tangelwood Mail, Dan mess with a good thing! Nature is disappearing faster than it ever should, A business should not be allowed to infringe on homeowners! John Ansley Roanoke, VA 2015 -10 -07 Preserve our beautiful South Roanoke Neighborhood. Kristine Safford Roanoke VA 2015 -10 -07 Preserve our green space- say 'no to another parking lot Isaac Cockfleld Roanoke, VA 2015 -10 -06 It will decrease property value, provide unsightly views and cause unwanted pedestrian traffic Name Location Date DaamaM Lora Lustig Roanoke, VA 2015 -10 -08 Dill we go through this before? I seem to remember a builder buying that property some years ago and wanting to build more office buildings. The city had decided it would be detrimental to the spring that runs along Franklin Ave. What has changed? I certainly empathize with the businesses that are currently there and would not want to lose the taxes from them leaving the city, After all the county is lust a 1/2 mile down the road, but I deal see cutting Into that hill as a true advantage. After watching all the problems SouthWak has had with their retaining wall, I'm not overly convinced you could prevent any washout from occurring. Franklin Rd is dangerously close to resembling a mini Williamson Rd and an additional area where someone has cut into the hill and put In a parking lot isn't going to help the situation. I would hope that the planning commisioa or whoever else is making this decision, will to be very thoughtful and perhaps see if they could work with the businesses to find a ablution that would please everyone. View from 3277 White Oak Rd sW towards Franklin Road businesses Inadequate maintenance of a visual barrier View from Franklin Road businesses towards 3277 White Oak Rd SW Inadequate maintenance of a visua barrier View from Franklin Road businesses towards 3281 White Oak Road Inadequate maintenance of a visual barrier (trees grown too high, lower branches removed( View from Franklin Road businesses towards 3281 White Oak Road Inadequate maintenance of a visual barrier Currently inadequate or missing privacy /security fencing F -T o . Inadequate maintenance of a r�isual barrier or security fencing View from 3287 White Oak Road towards Franklin Road businesses View from behind 3277 White Oak Rd SW towards Franklin Road businesses Natural spring outlet, creek feeds Ore Branch (Woterwoy Federally mointoined by Army Corps of Engineers) Recent Heavy Rainfall Highlights Potential Threat to an Already Distressed Stormwater System Creek between 3277 White oak Rd SW and Franklin Road businesses Water Runoff from existing parking areas at Franklin Road bodnesses Creek downstream of parking area at Franklin Road businesses View of current parking areas for Franklin Road businesses Unclear if need for expanded parking area is fully jusdfied by current demana View along White Oak Rd SW and Avenham Avenue At most, 3-4 can from Franklin Road businesses use street parking, which is often unnecessary Example of numerous abandoned businesses and parking lots along Franklin Road / Electric Road 3130 Franklin Road SW, parking area at the former'Auto Connection" location This location is a 2 minute walk (less than 1500 ft from the Proposed parking area(. It could be purchased with a taa credit and used as a satellite Parking location for staff. 0 M DOES ROANOKE NEED ANOTHER PARKING LOT THAT COULD BE ABANDONED IN A FEW YEARS ?I Significant Investment being made in nearby homes: 3277 White Oak Rd SW (Owners John and Lashelle Chappell) Significant Investment being made in nearby homes: 3287 White Oak Rd SW (Owner Gary Metz) View from 3271 White Oak Rd SW towards Franklin Road businesses Significant destruction of green space behind White Oak Road homes View from behind 3277 White Oak Rd SW towards Franklin Road businesses significant green space to be destroyed by current proposal View from 3277 White C towards Franklin Road k Significant destructioi vegetation behind White Oal a� N, tl w.' C/ � ✓�J�7�CL C�YlU w ' Franklin Rd posted sign, neighborhood contact, sidewalk barbgary to: clerk 10/19/2015 11:45 PM Dear Mrs Reynolds, Would you please share the attached photos with members of City Council. I showed 2 of the 3 items in support of my statements that the general public and the residents of South Roanoke were not aware of the property rezoning. 1 ask that lot postings continue but the signs should be visible. I ask that all rezoning petitions affecting a neighborhood be made known to the neigborhood representatives. I ask that the sidewalk be continued on Frankin road You are change agents. Please speak to planning about why the above were not done. Barbara Duerk Sent from my U.S. Cellular(k) Smartphone - 20151014 .140135_ resized.jpg - 20151014_140607_resized.jpg 11 - 20151014_140752 resized.jpg nit b � ar '.d ++ r �x -- i:'mn ♦. �s� :;.L XfI �+i'E'.4 �'r " ♦S_ . �.._.{ R ° +:- 'M. " -.t. t'.i`.i .."�'uS F. .. .h..... (-..::�T'� �-t`. ..'W'. S.iy.s �A 'V � { _ ` � n ,e ..: .. `J�. .. _ n _ �... J."�aTt ETC' i�D tY .. � .. � 'Yl, ry �.�� 1 - -� � Y' .J . .. �.-. ,' �� 1 1�Yr�}��. ITi+vw <.. � J4 ....t_. "�` ,.J "FiY.n�fo' as`N �'�. rc ±li � . :.: A�.y:�w:SC ti _ _ C�r� , 'Y. ": Yf [, if '.p�"�. � ^ �'� PVC 4�� CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone: (540)853 -2541 Fur: (540)x53 -1145 I: -moil: cicrk(Oronnokevn gov 51'PA`IIANIN: M. MOON REYNOLDS, NI NIE City Clerk October 20, 2015 Maryellen F. Goodlatte, Esquire Glenn, Feldmann, Darby and Goodlatte P.O Box 2887 Roanoke, Virginia 24001 -2887 Dear Ms. Goodlatte: CECELIA T. W EDR, CMC' Acting Deputy City Clerk I am enclosing copy of Ordinance No. 40369- 101915 rezoning certain property located at located at 2514 and 2518 Williamson Road, N. E., from CN, Commercial Neighborhood District, to CG, Commercial - General District, subject to certain conditions proffered by the applicant, as set forth in the Zoning Amendment Original Application No. 1 dated August 31, 2015. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015; and is in full force and effect upon its passage. Sincerely, ern. n�n� ClIq Stephanie M. Moon eynolds, MMC City Clerk Enclosure Maryellen F. Goodlatte, Esquire October 20, 2015 Page 2 pc: Roanoke Mental Hygiene, Inc., 301 Elm Avenue, S. W., Roanoke, Virginia 24016 Kathy P. Bailey, 2709 Liberty Road, N. W., Roanoke, Virginia 24012 James M. Fralin, 26 Brookview Circle, Daleville Virginia 24083 B and E, LLC, 2410 Williamson Road, N. E., Roanoke, Virginia 24012 Carpet Shops of Roanoke, Inc., 1502 Williamson Road, Roanoke, Virginia 24012 Donald and Rebecca Darnell, 326 Langland Drive, Vinton, Virginia 24179 Larry and Elizabeth Pennington, P. O. Box 598, Wirtz, Virginia 24184 Philip C. Schirmer, City Engineer Susan S. Lower, Director, Real Estate Valuation Steven J. Talevi, Assistant City Attorney Tina Carr, Secretary, City Planning Commission Katharine Gray, Land Use and Urban Design Planner Ian Shaw, Agent, City Planning Commission Kennie Harris, GIS Analyst 11 IN'I'111; COl1NCIl, OPTI11; CITY 017 ROANOKE, VIRGINIA The 19th day of October, 2015. No, 40369 - ,101915. AN ORDINANCE to rezone certain properties located at 2514 and 2518 Williamson Road, N.F., 6om CN, Commercial Neighborhood District, to CG, Commercial - General District, subject to certain conditions proffered by the applicant; and dispensing with the second reading of this ordinance by title. WHEREAS, Hunter Real Estate Gaup, LLC, has made application to the Council of the City of Roanoke, Virginia ( "City Council "), to have the properties located at 2514 and 2518 Williamson Road, N.E., bearing Official Tax Map Nos. 3090227 acid 3090225, respectively, rezoned from CN, Commercial Neighborhood District, to CG, Commercial - General District, subject to certain conditions; 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 October 19, 2015, 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 parries in interest and citizens were given an opportunity to be heard, both for and against the proposed rezoning; acrd 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 with pro fors -251q and 2518 WiI IhairsonAOc I 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. `II IEREFORE, 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 that Official Tax Map Nos. 3090227 and 3090225 located at 2514 and 2518 Williamson Road, N.E., respectively, be, and are hereby rezoned from CN, Commercial Neighborhood District, to CG, Commercial- General District, subject to certain conditions proffered by the applicant, as set forth in the Zoning Amendment Original Application No. 1 dated August 31, 2015. 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: I � City Clerk. Rcmne 1-101 110a,- 2519 Ild 2514 W, lliainron. doo 2 9 CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: October 19, 2015 Subject: Application by Hunter Real Estate Group, LLC, to rezone property located at 2514 and 2518 Williamson Road, N.E., bearing Official Tax Nos. 3090227 and 3090225, from Commercial- Neighborhood District (CN) to Commercial - General District (CG) with conditions. Recommendation The Planning Commission held a public hearing on Monday, October 12, 201 S. By a vote of 4 - 0 the Commission recommended approval of the rezoning request, finding that the Original Application is consistent with the overall goals of the City's Comprehensive Plan, Williamson Road Area Plan, and Zoning Ordinance as the subject property will be redeveloped for an active use in a manner compatible with the surrounding area. Application Information Request: Rezoning Owner., David L. Hunter Hunter Real Estate Group, LLC Applicant., N/A Authorized Agent Maryellen Goodlatte Glenn Feldmann Darby & Goodlatte City Staff Person: Katharine Gray, Land Use and Urban Design Planner Site Address Location: 2514 and 2518 Williamson Road N.E. Official Tax Nos.: 3090227 and 3090225 respectively Site Area: Approximately .8116 acres Existing Zoning' CN Commercial-Neighborhood District Proposed Zonin : CG Commercial - General District with conditions Existing Land Use: Motor Vehicle Sales and Service Establishment, Used and Vacant Proposed Land Use Motor Vehicle Sales and Service Establishment Used Neighborhood Plan: Williamson Road Area Plan Specified Future Land Use small & medium scale commercial Filing Date. Original Application: August 31, 2015 Background Hunter Real Estate Group, LLC owns the property located at 2514 and 2518 Williamson Road, N.E., bearing Official Tax nos. 3090227 and 3090225, respectively. The property at 2514 Williamson Road, N.E., has operated as a non - conforming use, and the property owner now desires to expand that use onto Its adjacent property. Non - conforming uses may not be expanded except by special exception on the same lot and is limited to a 25% increase. The adjacent property would be greater than the increase allowed and would not be permitted. Therefore, the owner seeks to rezone the two parcels to CG with conditions to allow the use as proposed. In August 2015, the owner filed a petition to rezone the parcel from CN to CG, with conditions. The proffered conditions restrict land uses permitted on the properties, state that the properties will be developed in substantial conformity with a development plan, and restrict new freestanding signage to conformity with certain sign regulations pertaining to a CN district. Conditions Proffered by the Applicant 1. The properties shall be used only for the following uses: A. The following uses which are permitted of right in both the CN and CG zoning districts: 1. Business service establishment, not otherwise listed 2. Financial institution 3. Laboratory, dental, medical, or optical 4. Medical clinic 5. Office, general or professional 6. Office, general or professional, large scale 7. Animal hospital or veterinary clinic, no outdoor pens or runs 8. Community market 9. Live -work unit 10. Mixed -use building 11. Studio /multimedia production facility 12. Bakery, confectionary, or similar food production, retail 13. Body piercing establishment 14. Dry cleaning and laundry pick -up station 15. General service establishment, not otherwise listed 16. Internet sales establishment 17. Laundromat 18. Motorvehicle rental establishment, without inventory on -site 19. Personal service establishment, not otherwise listed 20. Pet grooming 21. Retail sales establishment, not otherwise listed 22. Tattoo parlor 23. Club, lodge, civic, or social organization 24. Community center 25. Eating establishment 26. Health and fitness center 27. Meeting hall 28. Park or playground 29. Place of worship 30. Theater, movie or performing arts 31. Artist studio 32. Community garden 33. Day care center, adult 34. Day care center, child 35. Educational facilities, business school or nonindustrial trade school 36. Educational facilities, elementary/middle /secondary 37. Educational facilities, school for the arts 38. Fire, police, or emergency services 39. Government offices or other government facility, not otherwise listed 40. Library 41, Museum 42. Post office 43. Broadcasting studio or station 44. Utility distribution or collection, basic 45. Wireless telecommunications facility, stealth 46. Accessory uses, not otherwise listed 47. Outdoor display area and B. The following additional uses: 48. Motor vehicle rental establishment, with inventory on site 49. Motor vehicle (motorcycle) sales and service establishment, new 50. Motor vehicle sales and service establishment, used 2. The property shall be developed in substantial conformity with the Development Plan prepared by Lumsden Associates, P.C. dated August 8, 2015 and attached hereto as Exhibit A ('Development Plan ") subject to those changes which may be required by the City of Roanoke during comprehensive development plan review. 3. Freestanding signs newly Installed on the property shall meet the signage requirements of the CN zoning district in effect at the time application for the new sign installation is made. This does not restrict the repair or replacement of freestanding signs in existing locations. 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. Motor vehicle sales and service establishments, used, have supplemental regulations that must be met to comply with the current zoning ordinance. The regulations include a minimum lot size of 15,000 square feet, improved surfaces for motor vehicle display, display areas a minimum of five feet from side or rear property lines, and an eight foot landscaping strip with particular plantings along any adjacent street right -of -way. The proffered development plan submitted by the applicant would bring both of the properties Into conformance with these supplemental regulations. Additional site development features that are required or regulated by the zoning ordinance are not all shown on the development plan. These details will be finalized during the development review process. Zoning District Land Use North CN, Commercial- Neighborhood District Medical Clinic South MX Mixed Use District Eating Establishment and Motel East CN, Commercial- Neighborhood District Retail sales, office West RM -1, Residential Mixed Density District Single- family detached dwellings 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. Motor vehicle sales and service establishments, used, have supplemental regulations that must be met to comply with the current zoning ordinance. The regulations include a minimum lot size of 15,000 square feet, improved surfaces for motor vehicle display, display areas a minimum of five feet from side or rear property lines, and an eight foot landscaping strip with particular plantings along any adjacent street right -of -way. The proffered development plan submitted by the applicant would bring both of the properties Into conformance with these supplemental regulations. Additional site development features that are required or regulated by the zoning ordinance are not all shown on the development plan. These details will be finalized during the development review process. Conformitv with the Comprehensive Plan and Neighborhood Plan Both Vision 2001 -2010 and the Williamson Road Area Plan encourage redevelopment of existing underused sites. The existing used motor vehicle sales establishment along Williamson Road seeks to expand onto the existing lot with building on the corner of Williamson and Liberty Roads, but cannot as the use is not permitted under the current CN zoning. The properties are part of an area denoted as a potential village center in the plans. Village center areas are typified by a high- density of neighborhood-oriented commercial activity such as retail, office and residential uses with buildings set close to the street and parking located to the side or rear of principal buildings. While the use is not typical of a village center, the change would bring the existing business Into better compliance with the policies regarding neighborhood centers with the building set close to the street, pedestrian activity strengthened by the addition of a sidewalk to the property, and the parking for the business located to the side of the principal building. Relevant Vision 2001 -2020 policies: • ED P6. Commercial development. Roanoke will encourage commercial development in appropriate areas of Roanoke to serve the needs of citizens and visitors. • Design principles: • Higher - density residential development should be concentrated within and immediately adjacent to village centers; housing density should decrease with distance away from the village center. • Buildings should be set close to the street with ground -floor facades that emphasize pedestrian activity. • Village centers should have broad sidewalks that provide strong pedestrian links into the surrounding neighborhood. Streets and streetscapes should promote pedestrian activity. • Parking should be located on the street or to the rear or side of principal buildings, and on- street parking should be encouraged. Relevant Williamson Road Area Plan policies: • Community Design Policies o 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 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. o Relationships between commercial and residential uses can and should be harmonious. Businesses, as the more intense of the uses, should design their sites to ensure the necessary activities of commerce do not spill over to residential properties. . Strategic Initiatives o Williamson at Liberty - Here, a turn in the street's alignment creates an identifiable transition point along Williamson Road. Existing development on the northwest and southeast corners establishes a foundation for future village center development. . Economic Development Policies o A network of commercial nodes will be established along major corridors. Areas between these centers will be encouraged to transition to lower intensity commercial uses, high density residential uses, or a mixture thereof. . Transportation Policies o Sidewalks and curbing will be provided on all arterial and collector streets. Roanoke should work to ensure these streets will have a continuous system of sidewalks and curbing. Although future expansions of general commercial zoning areas and intensification of existing commercial zoning areas is discouraged in the neighborhood plan, the proposed rezoning, with conditions, offers several benefits to the area. Rezoning to CG with proffered conditions allows an existing business along Williamson Road to expand, while simultaneously improving the existing and new site with a new sidewalk along Williamson to improve the pedestrians ability to safely walk along this section of the block, a landscape buffer area between the display area and Williamson Road to beautify the property, a buffer area along the rear of the property line to protect the adjacent residential properties, and restrictions on future freestanding signage in keeping with slgnage in the CN District. All things considered, the proposed change provides many benefits while protecting against inappropriate intensification caused by such a change. Public Comments: None. Plannino Commission Work Session: None. Planning Commission Public Hearing: None. 6�tdl A. Uz" N l� Chad A. Van Hyning, Chair City Planning Commission cc: Chris Morrill, City Manager R. Brian Townsend, Assistant City Manager Chris Chittum, Director of Planning Building & Development Ian D. Shaw, Planning Commission Agent Daniel J. Callaghan, City Attorney Steven J. Talevi, Assistant City Attorney David L. Hunter, Hunter Real Estate Group, LLC Maryellen Goodlatte, Glenn Feldmann Darby & Goodlatte 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: August 31 2015 silos ❑ Rezoning, Not Otherwise Listed ❑x Rezoning, Conditional AUG 911015 CITYOFROANOKE PLANNING BUILDING L DEVELOPMENT Submittal Number rlginal Applkation J� ROANOKE Click Hereto Print ❑ Amendment of Proffered Conditions ❑ Amendment of Planned Unit Development Plan ❑ Rezoning to Planned Unit Development ❑ Amendment of Comprehensive Sign Overlay District ❑ Establishment of Comprehensive Sign Overlay District Address: 2514 and 2518 Williamson Road, N.E., Roanoke, VA 24012 Official Tax Noe).: 3090227 and 3090225 ❑With Conditions Existing Base Zoning: N, Commercial- Neighborhood (If multiple zones, please manually enter all districts.) © Without Conditions Ordinance No(s). for Existing Conditions (If applicable): ❑With Conditions Proposed Moor vehicle sales and Requested Zoning: G, Commercial-General ❑ Without Conditions land Use: , ed service establishmentus Name: Hunter Real Estate Group, LLC Phone Number. +1 (540) 793 -7173 Address: 2514 Williamson Road ,N.E.,Roanoke,VA 24012 E -Mail: ontaadavehunter@g —IImnn Properly Owner`s SignaNre: David L. Hunter, Sole Member /Nanager r Name: Phone Number: Address: E -Mail: 1 Applicant's Signature: e Name: Maryellen F. Goodlatte, Esq. Phone Number: r +1(540) 724 -8018 Address: (Glenn Feldmann, et al., P. O. Box 2887, Roanoke, VA 24001 -2887 I E -Mail: mgoodlane @glennfeldmann.mm AulhorlzedA nCS Signature: wl.0�77 ROANOKE r Completed application form and checklist. r Written narrative explaining the reason for the request. F- Metes and bounds description, if applicable. r Hingfee. r Concept plan meeting the Application Requirements of ilem'2(c)' in Zoning Amendment Procedures. !�Foraioon tt hnzon r ngm s a su tte r Written proffers. See the Citys Guide to Proffered Conditions. Concept plan meeting the Application Requirements of �tem'2(c)' in Zoning Amendment Procedures. Please label as G 'development plan' if proffered. jEora Ian ion eve Pm tit a og n .mds(aso: s miffed F Development plan meeting the requirements of Section 36.2 -326 of the CiWs Zoning Ordinance. F- Comprehensive signage plan meeting the requirements of Section 36.2- 336(d)(2) of the City's Zoning Ordinance. aan;ame menL d aon ns, 67R Ingmus al o su _ Amended development or concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures, r if applicable. r Wnden proffers to be amended. See the City's Guide to Proffered Conditions. r Copy of previously adopted Ordinance. r Amended development plan meeting the requirements of Section 36.2 -326 of the City's Zoning Ordinance. r Copy of previously adopted Ordinance. r Amended comprehensive adrage plan meeting the requirements of Section 36.2- 336(d) of the Citys Zoning Ordinance. F- Copy of previously adopted Ordinance. fo'r a pto'posa :that raq rase mpact stu ; s $to tfie pity „Fhe @Ibmng mti_Tal s m H F A Traffic Impact Study in compliance with Appendix B -2(e) of the City's Zoning Ordinance. r Cover sheet. r Traffic impact analysis. F Conceptplan. F' Proffered conditions, if applicable. F Required fee. 'An electronic copy of this application and checklist can be found at www.roanokeva.govlpbd 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. CERTIFICATE This is to confirm that 1 am the A#46L i7axLAtn e igws�tit� of Hunter Real Estate Group, LLC the "Company"), ' p ( pony "), and am authorized to sign documents on behalf of the company including, but not limited to, the Zoning Amendment Application submitted to the City of Roanoke, Virginia, with respect to Roanoke City Tax Map Parcels 3090227 and 3090225. A true copy of the operating agreement of the Company is attached hereto. Dated this 91 day of August, 2015. HUNTER REAL ESTATE GROUP, LLC By: David nter Its; Sole Member Manager 08/26/2015 09:22 5403454490 ALTIZERLAW PC PAGE 01/09 OPERATING ARRANGEMENT OF HUNTER REAL ESTATE GROUP, LLC LlM1TED LIABILITY COMPANY COMMONWEALTH OF VIRGINIA THIS OPERATING ARRANGEMENT is hereby established this 19" day of June, 2012, by David L Hunter, Initial Member. The Initial Member contemplates that additional Members may join the limited liability company in the future, and the following Operating Arrangement has therefore been developed ARTICLE FORMATION OF LIMITED LIABILITY COMPANY L Formation of LLC. The Initial Member has formed a limited liability company in the Commonwealth of Virginia named Hunter Real Estate Group, LLC ( "LLC'J. The operation of the LLC shall be governed by the terms of this Arrangement and the applicable laws of the Commonwealth of Virginia relating to the formation, operation and taxation of an LLC. To the extent permitted by law, the tam and provisions of this Armngemem shall control if there Is a conflict between State law and this Arrangement The LLC shall be taxed as a sole proprietorship until and unless additional Members are added, after which the LLC will be taxed as a partnership. Any provisions of this Arreagernent that may cause the LLC not to be laud as a $ok proprietorship or partnership shall be inoperative. 2. Articles of Organisation. the Initial Member has caused to be filed Articles of Organization ( "Articles ") of record with the Commonwealth, thereby creating the LLC. 3. Business: The business of the LLC shall be: To purchase, lease, sell, own, and manage real estate; and b. To conduct or promote any lawful businesses or purposes that a limited liability company is legally allowed to conduct or promote, within this Conununwealth or arty otha jurisdiction. 4. Registered Office and Registered Agenh The registered office of the LLC shell be 324 Washington Avenue, SW, Roanoke, VA 24016, and the Registered Agent at such office shall be Bettina C. Altizer, Esq. The registered office and Registered Agent may be changed from time to time. 3. Duration. The LLC will commence business as of the date of filing its Articles and will continue in perpetuity. r 6. Fiscal Year, The LLC's fiscal and tax year shall end December 31 08/26/2015 09:22 5403454490 ALTIZERLAW PC PAGE 02/09 ARTICLE LI MEMBERS 7. Initial Member. The Initial Member of the LLC is David L. Hunter. a. Additional Member. The first new Member, or new Members if several an to be added simultaneously, may be admitted only upon the approval of the Initial Members. Following the addition of a Member or Members, further new may be admitted only upon the consent of a majority of the existing Member and upon compliance with the provisions of this Arrangement ARTICLE ILL MANAGEMENT 9. Management. The Initial Members shall manage the LLC, and shall have authority to take all necessary and proper actions to conduct the business of the LLC. Anyone authorized by the Initial Members may take any authorized action on behalf of the LLC. ARTICLE IV CONTRIBUTIONS PROFITS, LASSES, AND DL4TRIBUTIONS 10. Late= of Member. Each Member shall own a percentage interest (sometimes referred to as a share) in the LLC. The Members percentage interest shall be based on the amount of cash or other property that the Member has contributed to the LLC and that percentage interest shall control the Member's share of the profits, losses, and distributions of the I.I.C. It. Initial Contribution. The initial contribution of theLnitial Member Is $500.00, representing a 100% interest in the LL.C. 12. Additional Contributions. In the evens additional Member err added, upon a majority vote, the Member my be called upon to make additional cash contributions as may be necessary to carry on the LLC's business. The amount of any additional cash contribution shall be based an the Member's then existing percentage interest. To the extent a Member is unable to most a cash call, the other Members can contribute the unmet call on a pro rata basis based on the Members' percentage interests at Met tire, and the percentage interest of each member will be adjusted accordingly. 13. Record of Contributionsftroentme Eatemsts. A record shall be kept of all contributions to, and percentage Interests in, Me LLC. This Arrangement, any amendment(s) to this Arrangement, and all Resolutions of the Members of the LLC shall constitute the record of the Members of the LLC and of their respective interest therein. 14. ft fits nA Liles" The profits and losses and all other tax attributes of the LLC shall he allocated to the Initial Member until such time As additional Member an added at which time, the profits and losses and all other tax attributes of the LLC shall be allocated to the Members on the basis of the Members' percentage interest in the LLC 00/26/2015 09:22 5403454490 ALT12ERLAW PC PAGE 03/09 15. Distributions. Any Distributions of cash or other assets of the LLC (other than in dissolution of the LLC) shall be made in the total amounts and at the times as determined by the Initial Member. Should additional Members be added, distributions of cash or other assets of the LLC (other than in dissolution of the LLC) shall be made in the total amounts and at the times as drumnined by a majority of the Members. Any such distributions shall be allocated among the Members on the basis of the Members' percentage interests In the U.C. 16. Charm in interest•. In the event additional Members are added, and if during my year there is it change In a Member's pemenrege interest, We Member's share of profits and losses and distributions in that year shall be determined under a method which takes Into account the varying interests during the year. ARTICLE V VOTING; CONSENT TO ACTION 17. Voting by Member. Until such time as additional Members are added, au decisions will be nude by the Initial Member. Should additional Members be added, each Member shall be entitled to vote on any matter voted on by the Members. Voting shall be based on the percentage interest owed by each Member. The action may be taken with or without a meeting. 18. Myodty De6oed. As used throughout this Arrangement the term "majority" of the Members sball mean a majority of the ownership interest in the LLC as determined by the records of the LLC on the date of the action. For example, if one Member with a 51% interest votes for passage, and five Members with a wmbined 49% interest vote against passage, the majority bas voted for passage because 51% of the ownership Interest voted for passage. Similarly, a reference to a percentage of the Members, for example. '75% of the Members," shall mean a percentage of the ownership Interest of the LLC. 19. Ma'ority Reauired. Should additional Members be added, any action that requires the vote or consent of the Members may be taken upon a majority vote of the Members, based on the Members' percentage interests unless unanimous wnsent is required by this Arrangement. 20. Mitering — Wd m Cpnaml. Action of the Member or Officers may be accomplished with or without a meeting. If a meeting is held, evidence of the action shat) be by Minute or Resolution reflecting the action of the Meeting, signed by a majority of the Members, or the Present and Secretary. Action without a meeting may be evidenced by a written consent signed by a majority of the Member. 21. Meet - Meetiogs of the Members shall be held as determined by the Members or as may be called by a majority of the Members, or if a Manager was selected, then by the Manager of the LLC, or if Officers were elected or appointed, by any Officer. 00/26/2015 09:22 5403454490 ALT32ERLAW PC RAGE 04/09 ARTICLE VI DISSOCIATION ON MEMBERS 22. T +ns +on of Me^ 'o. A Member's interest In the LLC shall cease upon Elie Occumnce of one or more of the following events: (a) A Member withdraws by giving the LLC thirty (30) days written notice in advance of the withdrawal date. Wilbdmwal by a Member is not a breach of this Arrangement. (b) A Member assigns till of his/her interest (and not merely a partial interest) to a qualified third party. (c) A Member dies. (d) Thorn is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage his/her person m his/her estate, (e) In the case of an estate that Is a Member, the distribution by the fiduciary of the entity's entire interest in the LLC. (f) In the case of an entity that is a Member, the distribution upon dissolution of the entity's entire interest in the LLC. (g) A Member, without the consent of a majority of the Members: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) Is adjudicated bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer a other pleading, admitting, or failing to contest the material allegations of a petition fried against him in soy proceeding of the nature described in this paragraph; (6) seeks, consent to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member's Interest in the LLC. (h) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, WROgement, composition, readjustment, Ii quidation, dissolution, or similar relief under any statute, law, of regulation, the action has not been dismissed and/or has not been consented to by a majority the Members. (1) If within ninety (90) days after the appointment, without a Member's consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial pan of the Member's properties. said appol000ent is not vacated or within ninety (90) days after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the Members. 00/26/2015 09:22 5403454490 ALTIZERLAW PC PAGE 05/09 (j) Any of the event provided in applicable provisions of state or federal law that are not loconsistent with the dissociation events identified above. 23. Effect of Dissmaiatio n. Any dissociated Member shall not be entitled to receive the fair value of his LLC interest solely by virtue of his dissociation. A dissociated Member that still owns an Interest in the LLC shall be entitled to continue to receive such profits and losses, to receive such distribution or distributions, and to receive such allocations of income, gain, Ion, deduction, credit or similar items to which he would have been entitled if still a Member. For all other purposes, a dissociated Member shag no longer be considered a Member and shall have no rights of a Member. ARTICLE VA RESTRICIIONS ON TRANSFERABR.ITY OF LLC INTEREST; SET PRICE FOR LLC INTEREST 24. Ij late (, The LLC interest is personal property. A Member has no interest in the property owned by the LLC. 25. , A Member can encumber is LLC interest by a security interest or other intent of collateral only with the consent of a majority of the other Members. Such consent shall only he given if the proceeds of the encumbrance are contributed to the LLC to respond to a cash call of the LLC. 26. Sale of Intent[. A Member can sell his LLC interest only es follows: (a) If a Member desires to sag Mather interest, in whole or in peer, helshe shall give written notice to the LLC of his/her desire to sea all or part of his/her interest and must first offer the interest to the LLC. 77te LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Arrangement. The LLC shall have thirty (30) days from the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision ro buy shag be made by a majority of the other Members. Closing an the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid In cash at closing unless the total purchase price is in excess of 510,000.00 in which event the purchase price shelf be paid in fete (4) equal quarterly installments beginning with the date of closing. The installment Amounts shall be computed by applying the following interest factor to the principal amount; interest compounded quarterly at the Quarterly Fadenl Short-Term Bate existing at closing under the Applicable Federal Rates used for purposes of internal Revenue Code 4 1274(d), or any successor provision. (b) To the extent the LLC does not buy the offered interest of the selling Member, the Other Members shag have the option to buy the offered interest at the Set Price on a pro ran basis based on the Members' percentage interests at that time. If a Member BB/26/2015 09:22 5403454490 ALTIZERLw Pc PAGE 05/09 does not desire to buy up to his/her proportional part, the other Members can buy the remelting interest on the same pro rata bads. Members shall have fifteen (15) days from the date the LLC gives its written notice to the soiling Member to give the wiling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales call occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shalt be paid in cash at closing. (c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can than assign the interest to a non - Member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If be does not close by that time, be must again give the notim and options to the LLC and the LLC Members before he sells the interest. (d) A son -Member purchaser of a Member's interest cannot exercise any rights of a Member unless a majority of the non - selling Members consent to him becoming a Member. The non -Member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions. Rod to mceive such allocation of Income, gain, loss, deduction, credit or similar Items to which the selling Member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Arrangement. The purchaser, by purchasing the selling Member's Interest, agrees to be subject to all the terms of this Arrangement as If he were a Member. 27. Set Prima The Set Price for Purposes of this Arrangement shall be the price fixed by consent of a majority of the Members. The Set Price shall be memorial¢ed and trade a part of the LLC records. The initial Set Price for each Member's interest is the amount of the Member's contribution(s) to the LLC, as updated in accordance with the terms hereof. Any future changes In the Set Price by the Members shall be baud upon net equity in the assets of the LLC (fair market value of the assets less outstanding indebtedness), considering the most recent appraisal obtained by the LLC for its assets, as may be adjusted by the Members in their discretion. The initial Set Price shall be adjusted upon demand by a Member but not mote than once a year unless all Members consent. This basis for determining the Set Price shall remain in affect until changed by consent of a majority of the Members. The Members will consider revising the basis for detennining the Set Price at least annually. ARTICLE Via OBLIGATION TO SELL ON A DLSSOCIA' EVENT CONCERNING A MEMBER 28. Dissociation. Except as otherwise provided, upon the occurrence of it dissociation event with respect to a Member, the LLC and the remaining Members shall have the option to purchase the dissociated Member's interest at the Set Price in the some manner as provided herein and as If the dissociated Member had ramified the LLC of his desire to sell all of his LLC interest. The date the LLC received the notice as provided herein triggering the options shall be deemed to be the date that the LLC receives actual notice of the dissociation event. 06/26/2015 09:22 5403454490 ALTIZERLAW Pp Pfa({ 67/89 ARTICLE IX DISSOLUTION 29. Tetmination of the Ll r, The LLC will be dissolved and Its affairs must be would up only upon such a decision by the Initial Members, provided no new Members have been added, or upon the written consent of seventy -five percent (75%) of all Members should additional Members be added 30. Final Distributions, Upon the winding up of the LLC, the assets must be distributed as follows: (1) to the LLC creditors; (b) to Members in satisfaction of liabilities for distribution; and CO to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses, ARTICLE X TAX MATTERS 31. Canitat Accounts. Caphal accounts shall be maintained consistent with Internal Revenue Code 4 704 and the regulations thereunder. 32. Sole Proorierarshl .r.�•�.nta Flectin.., The Initial Members elect that the LLC be taxed as a sole proprietorship, and that if additional Members are admitted, the LLC be taxed as a partnership. Any provisions of this Arrangement that may cause the LLC not to be taxed as a sole proprietorship or partnership shall be inoperative. ARTICLE XI RECORDS AND INFORMATION 33. EH 2& and Inimection, The LLC shall maintain at its place of business the Articles of Organization, any amendments thereto, this Arrangement, and all other LLC records requited to be kept by applicable law, and the as= shall be subject to inspection and copying at the reasonable request, and at the expense, of any Member. 34. Obtaining Addition t rarnrm, ' n. Subject to reasonable standards, each Member may obtain from the LLC from time to time upon reasonable demand for any purpose reasonably related to the Member's interest m a Member in the LLC: (1) information regarding the state of die business and financial condition of the LLC; (2) promptly after becoming available, a copy of the LLC's federal, state, and local income tax teems for each year; and (3) other information regarding the affairs of the LLC as is jut and reasonable. ARTICLEXII MISCELLANEOUS PROVISIONS 35. AGICRI11111140 , Except as otherwise provided in this Arrangetmm, any amendment to this Arrangement may be proposed by a Member. Unless waived by the Members, the proposing Member shall submit to the Members any such proposed amendment together with an opinion of counsel 0 to the legality of such amendment and the recommendation of the Member as to its 08/26/2815 89:22 5483454490 ALr1ZERLAW PC PAGE 08/89 adoption. A proposed amendment shall become affective at such time as it has been approved in writing by a majority of the Members. This Arrangement may not be amended nor may any rights hereunder be waived except by an instrument In writing signed by the party sought to be charged with such amendment or waiver, except as otherwise provided In this Arrangement. 36. Aw. cahie Iww. To the extent permissible by law, this An"proent shall be construed In Accordance with and governed by the laws of the Sate of Virginia 37, pronouns. Etc References to a Member or Manager. Including by use of a pmnouo, shall be deemed to include masculine, feminine, singular, plural, individuals. Partnerships, corporations or other business entities, where applicable 38. Counteroarts , This instrument may be executed in any number of counterparts each of which shall be considered an original. 39. Soecific Pedormance. Each Member agrees with the other Members that the other Members would be irreparably damaged if arty of the provisions of this Arrangement are not perfumed in accordance with their specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other remedy to which the non-brcmhiag Members may be entitled, at law or in equity, the non - breaching Members shall be entitled to injunctive relief to prevent breaches of this Arrangement Specifically, m enforce the terms and provisions of this Arrangement in any action instituted fn any court of the United States or any Sate thereof having subject matterjurisdiction thereof. 40. Further Action. F-Ach Member, upon the request of the LLC, agrees to perform all further aea and to execute, acknowledge and deliver any documents which may be necessary, appropriale, or desirable to carry out the provisions of this Arrangement. 41. Method of Notices. All written nodes required u permitted by this Arrangement shall be hand - delivered or sent by registered or certified mail, postage prepaid, addressed to the LLC At its place of business or to a Member as set forth on she Member's signature page of this Arrangement (except that any Member may from time to time give notice changing his address for that purpose), and shall be effective when personally delivered or, if mailed, on the date set forth on the receipt of registered or certified mail. 42. EmikolM.. For purposes of this Arrangement, any copy, facsimile, telecommunication or other reliable reproduction of ■ arising, transmission or signature may be substituted or used in lieu of the original writing, transmission or signature for any and all purposes fu which the Original writing, transmission or signamm could be used, provided that such copy, facsimile, telecommunication or other reproduction shall have been confirmed received by the sending party. 43. C uraGon of Ti a In computing any period of time under this Arangement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, 08/26/2015 89:22 5403454490 ALTIZERLA PC PAGE 89/09 Sunday or legal holiday, in which even the period shag run until the end of the next day which is not a Saturday, Sunday or legal holiday. WHEREFORE, the Initial Member, being the only Member of this LLC, has executed this Arrangement on the W day of June, 2012. Signed: l Print Name: X-4171VIO Address: r}97/ &ANn gA) s; NARRATIVE For many years a used car lot has been operating at 2514 Williamson Road. That parcel is zoned CN, with the used car lot use being grandfsthered. In 2014 the applicant acquired ownership of that parcel and began a process of updating and cleaning the lot. The applicant also acquired the adjoining property in 2014. The property at 2518 Williamson Road is also zoned CN. Rather than simply continuing the grandfathemil use on 2514 Williamson Road, the applicant wishes to rezone it, as well as 2518 Williamson Road, to a conditional CG district in order to more fully integrate and enhance both parcels, visually as well as operationally. The small office building currently located on 2514 Williamson Road, which serves customers and employees of the used car lot, will be demolished. Instead, the office building at 2518 Williamson Road will serve customer as well as business needs. In addition to providing sales support to customers and employees of the car lot, the building at 2518 Williamson Road is large enough to provide a centralized payment center for customers, as well as a warranty claims office and, potentially, space for insurance provider(s). Some cosmetic improvements to that building will be made, but its footprint will not be enlarged. Once the small office building on 2514 Williamson Road is demolished, security lighting will be placed on the side of the building at 2518 Williamson Road to replace the security lighting on the demolished building. As a consequence of rezoning the properties, the applicant will add a sidewalk along Williamson Road so as to connect two sidewalk segments now separated by a grass path, plus related street landscaping. As shown on the Development Plan, the applicant will also install a landscape buffer between its properties and its residential adjoiners. In addition to proffering the Development Plan, the applicant is proffering the specific uses to which the parcels could be put. That list consists only of uses allowed in both the CN and CG districts plus the use categories specific to the applicant's motor vehicle sales and service operations. As evidenced by the enclosed letter from the neighboring owner sharing the longest common boundary line, the applicant's efforts to date in updating and cleaning the used car lot as well as its future plans for the properties have garnered neighbor support. JAMES M. FRALIN 26 Brookview, Circle Daleville, V,rg,nia 24083 Augss :26,2011 Members of the planning Commission City of Roanoke 166 Municipal Building 215 Church Avenue, S.W. Roanoke. Virginia 24011 Members afthc Cim Council City of Roanoke Municipal Bcilding 215 Church Avenue Roanoke, Virginia 240'.1 Re: proposed rezoning ofprop_ny at 251h and'_518 Williamson Road. N.H. Dear Ladies and Gentlemen: 1 awn residentia! property at 2713 (ibcrt) Roed which is locuted dreetl7 behind the properties at 251 d and 2518 Williamson Road. 1 have seen how Mr. Hunter has already begun improving the condition of the used car dealership which has been operating for many ,Years at 2515 Williamson Road. I le has ud�nrcd me of his plan to remove the small oliice building which currently serves die used car lot at _'51.1 Williamson Road and incorporate his business operations into the building at 2518 Williamson Road I also understand that he will place floodlights on die building al 2518 Williamson Read in order to provide security for the car lot once the floodlights currently located an the 2514 small office building are removed. I am in full suppon ofthe revoning application. The landscape buffer which will be located on Mr. Hunter's property alongside mine is much appreciated. 1 also applaud tha extension of the sidnealk on Williamson Road sIiuwn on Mr. Iunter's plan since that extension will link the existing sidewalk segments. Mr. Hunter and his business have been very good neighbors. I encourage you to approve this application. /V�c/nry truly yourss,, / 1. PROFFERS TO BE ADOPTED ON ROANOKE CITY TAX PARCEL NOS. 3090225 AND 3090227 The property shall be used only for the following uses: A. The following uses which are permitted of right in both the CN and CG zoning districts: 1. Business service establishment, not otherwise listed 2. Financial institution 3. Laboratory, dental, medical, or optical 4. Medical clinic 5. Office, general or professional 6. Office, general or professional, large scale 7. Animal hospital or veterinary clinic, no outdoor pens or runs a. Community market 9. Live -work unit 10. Mixed -use building 11. Studio /multimedia production facility 12. Bakery, confectionary, or similar food production, retail 13. Body piercing establishment 14. Dry cleaning and laundry pick -up station 15. General service establishment, not otherwise listed 16. Internet sales establishment 17. Laundromat 18. Motor vehicle rental establishment, without inventory on -site 19. Personal service establishment, not otherwise listed 20. Pet grooming 21. Retail sales establishment, not otherwise listed 22. Tattoo parlor 23. Club, lodge, civic, or social organization 24. Community center 25. Eating establishment 26. Health and fitness center 27. Meeting hall 28. Park or playground 29. Place of worship 30. Theater, movie or performing arts 31. Artist studio 32. Community garden 33. Day care center, adult 34. Day care center, child 35. Educational facilities, business school or nonindustrial trade school 36. Educational facilities, elementary/middle /secondary 37. Educational facilities, school for the arts 38. Fire, police, or emergency services 39. Government offices or other government facility, not otherwise listed 40. Library 41. Museum 42. Post office 43. Broadcasting studio or station 44. Utility distribution or collection, basic 45. Wireless telecommunications facility, stealth 46. Accessory uses, not otherwise listed 47. Outdoor display area and B. The following additional uses: 48. Motor vehicle rental establishment, with inventory on site 49. Motor vehicle (motorcycle) sales and service establishment, new 50. Motor vehicle sales and service establishment, used The property shall be developed in substantial conformity with the Development Plan prepared by Lumsden Associates, P.C. dated August 8, 2015 and attached hereto as Exhibit A ('Development Plan ") subject to those changes which may be required by the City of Roanoke during comprehensive development plan review. Freestanding signs newly installed on the property shall meet the signage requirements of the CN zoning district in effect at the time application for the new sign installation is made. This does not restrict the repair or replacement of freestanding signs in existing locations. WULL MSaN Rona. RE FRO sDO LANDSCAPE STRIP ADJACENT ' Ire�w vuesl s swEwau ° �,., �,.,. °ti" °•+ TO STREET RIGHT-OF-WAY p °g p.�.� •� [a :•.e, ., w, __ ___ ___ _ _ vro aw51l�R TO.., 1,RT, Mlrl�ra w+ +vim w� s 1„• �N+n m __ wewAxr ro srC ssz xr. rwxlxrx ar NO. a a6 91ALL B n.WROOT IRE s1AV, OfA¢O NJ L#µ�ARF MA4 IW 2 i!IT a, 2Y1ER, MMVA d' L4105GPF SIMP \ HTPoYO .4T1/B %INIM6 I �ARxaa �.�;�a�� K�. s spcwux -:. \ eun or Ias I e AI \\ / wa,a I.vw mr wmswr s,RV .w wry xAxxER. Lw1Ap1 r r.LZ raoeom Rep cx ..0 cx rex POVVen �""'nwro O \\ At2 \i.A c""e,mw,.np.� sI .,.,n.., �e'mierPar.e x,> I ix I A- iwEpw s1 Jam .,,ovz uar msmo nwsw .wPAmmec vRl WIDW H p.mw N e' uror elwTrR __ _ A. s Nmmm •,••w•"'"` i %fi� 1 °x'Ax! 1,aa e axsAmsozv ov+a. �4 ursrmiEaNi'nz Aivz •„„°•i: • ""'. vumcx scoig..v NMMLAI.K'E.TC IILI /° 11 p0901y R •�� aAaDE Fj SWyg NI4 0 NA B••EY 1 ZW R.-I pa� m b•I. FL.1 ZCVkO RN -I i GAINER 40Ir 9 NAa .IT / Z2 PROPOSED DEVELOPMENT SUMMARY . -I mapsra zamc x asrmcr \ umuu Lm eaa ramps www LOrAx +: rwseos �� LAN DSCAPE BUFFER ADJACENT TO RM -1 DISTRICT VAroso {or ASrA: ..I Al (A.1 sl % µ fIR4�N 1R¢ yCwrrl, IR....IT M A.1 bLrrEx . +Lwc mE v l www mr mm,Apr rm' RAxww Lp,rvmu¢rar a ux:s CK A..l wARmszamsA -I ESC x2- c.z,..10 rwmxax IRrrs EXHIBIT "A" lxmxoLp mmraa rzp.m C "\ mow �apasY¢xrwswrAr ma o-nw,w,C +m suu anAxRp wASwac M. ' "" ° °' m. DEVELOPMENT PLAN D�slrk rRmr IAm, m' RFPmm 4Y vaPo: P prppyn ,prgq rap. p UNNSCME BARER PLARTNC PROPERTY OF ncm ASA R +Iw uAnuly, so nrc«Aire Rnw amp: al „ GRAPI-IC SCALE HUNTER REAL ESTATE GROUP, LLC wu mwwms sysAa As +: nu arempso mmvars wrrur,wrA: enlr gyp® SINATED AT 2514 & 2518 NILLIAMSON ROAD 4WU.414E Ux(wF la[Y snLP. I- CITY OF ROANOKE, VIRGINIA LUMSDLN ASSOCIATES, P.C. aala RRa Rlt roNn rvuE ow Isamn An E Ao9usl e, zags ESGINEERS-SURVEYORS- PLANNERS ro -NOR Znce9 LAI rRm nt-vus N °NC- ROANOKE,VIRGIVIA aonlNOrce. mreclNw z4me LwlAnmAtLPwmsowrccom Fcuc 15 -n5 ZONING DISTRICT MAP 2514 & 2518 Williamson Road NE Official Tax Parcels: 3090227 & 3090225 Area to be Rezoned I — I O Conditional Zoning 0 Zoning RA (Residential- Agriculture) 4.y0 . ..w;... R -12 (Res. Single - Family) ^' � R -7 (Res. Single-Family) v �^ �� V. R -5 (Res. Single- Family) n' 9� � R -3 (Res. Single- Family) RM-1 (Res. Mixed Density) RM -2 (Res. Mixed Density) ti� �'ti ^•,✓L 7 RMF (Res. Multi - Family) 'L CN (Commercial- Neigh) F 1p ti0 +, c ' CG (Commercial General) 9T CLS (Commercial -Large Site) ti' s _ N (Light Industrial) 002 I-2 (Heavy Industrial) D (Downtown) �� ^ ^'.Y 1 'jb 00 MX (Mixed Use) IN (Institutional) `90 0 JO X09. 9° °e 3100901 002 c 0 iJiy 09 ROS (Rae & Open Space) AD (Airport Dev) O 00 � 3/, � � MXPUD (Mixed Use Planned Unit Devi � �O2 �'� ? 99`���•4i✓171.1 „Og INPUD (Institutional Planned Unit Dev) ?y F0 y >` IPUD (Industrial Planned Unit Devi Y ' r p OF (Urban Flex) 09q. 0 N y 0200 t v 002. 0 50 100 Feet wL 9Lp•A� o� • „y ��`L 5090E ,O .:�a�i�F” __ •� ¢MSS. ,"r•,rwc" ° �cJ 0 Y ?• U3L1P11 5 m r � . Y 0 �cJ 0 Y ?• U3L1P11 5 m r � . Y AFFIDAVIT APPLICANT: Hunter Real Estate Group, LLC LOCATION: 2514 and 2519 Williamson Road NE Tax No. 3090227 and 3090225 REQUEST: Rezoning of Property from CN (Commercial- Neighborhood District) to CG (Commercial - General District) COMMONWEALTH OF VIRGINIA ) TO -WIT: CITY OF ROANOKE ) The affiant, Tina M. Carr, 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 this 0 day of �,�kAeAz . 2015, notices of a public hearing to be held on this L day of /SK'fU� . 2015, on the request captioned above to the owner or agent of the parcels as set out on the attached. Tina M. Carr SUBSCRIBED AND SWORN to before me, a Notary Public, in the City of Roanoke, Virginia, this 29 day of &gF e_ 2015. DARRYL W. CHILDRESS Note ublic NOT0.RY?Vii COMMONWEALTH OF VIRGINIA REGISTMTION #762 1 6 MY COMMISSION LYPIRE6 7 0 0 Address City State Zip Owner 301 Elm Ave SW Roanoke VA 2401 Roanoke Mental Hygiene, Inc 2709 Liberty Rd NW Roanoke VA 24012 Kathy P. Bailey 26 Brookview Cir Daleville VA 24083 James M. Fralln 2709 Liberty Rd NW Roanoke VA 24012 Kathy P Bailey 2410 Williamson Rd Roanoke VA 24012 B &ELLC NE 1502 Williamson Rd Roanoke VA 24012 Carpet Shop of Roanoke, Inc 326 Langland Dr Vinton VA 24179 Donald D. and Rebecca D. Darnell Wirtz VA 24184 Larry K. and Elizabeth W. Pennington PO Box 598 The Roanoke Times 1! Account Number Roanoke, Virgin is LLERJIIHG-"041 Oi Rtl"1j`11 6091439 Affidavit of Publication Date October 06, 2015 CITY OF ROANOKE - PDV Attn Tina M. Carr STEPHANIE MOON, CITY CLERK 215 CHURCH AVE, SW, SUITE 456 ROANOKE, VA 24011 pate Category Description Ad Size Total Cost 10112/2015 Municipal Notices PUBLIC HEARING NOTICE All public hearings advertised hei 1 x 207 L 957 84 Publisher of the Roanoke Times I, (the undersigned) an authorized representative of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice PUBLIC HEARING NOTICE Awas published in said newspapers on the following dates: 09129. 10/0612015 The First insertion being given ... 0 912 912 01 5 Newspaper reference: 0000222050 B ling Rep esentative Sworn to and subscribed before me this Tuesday, October 6, 2015 ql�Natlry lblic State of Virginia CitylCounty of Roanoke My Commission expires 30 �� 10�30� LB THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU PUBLIC HEARING NOTICE All public hearings adverHSed bereln will be held in the City Council CM1a fourth R Taylor baunieipal burned 215 Church Avenue, S.W., Roanuk, . Virginia. All applications are available for eview in the Planning, building and oevelopmenr africe, Room la, 215 Church Avenue, S.W,. Roanoke, Vi'mra. Any person with a disability requiring OF any pfirme ode In the hetarings Ahead contact Planning, Buildings and Development at Said 853.1230 at least five days prior to the scheduled hearing. The City of Roanoke Planning Commission will hold public hearings on October 12, 2015, at 1:30 p.m., or as such as the maters may be heard, to consider these applications W m e mlmhymg used. The offered conditions rei land uses Permitted to only Nose uses which are districttsd aun bMotorh stdde d i nCl l establishment, With inventory on iit,; Motor veblde (motorcycle) sales antl service establishment, new; and Motor "bill, on laid service establishment used: state that the property will be developed in substantial conformity With tlevelopment plan dated August, 2015, subject to certain changes an ; I IDmws as a permitted accessory u " Name occupation, personal smove'Sin fl -7. Residential Singlefamily grapm'. Ri Resitlential Single Family Oyoul and RM 2, Residential Mixbd ammi Disbid. Tien M. Carr, Secretary, City Planning Cnmmosear City C611i will holtl Will' hearings on the aforesaid mai . all appRCaM1Ons on Odobr 19, Zms. m 7 'W p. m., Or as soon as the matters may be heard Stephanie M. Moon Reynolds, MMC, City Clerk The City of Roanoke Board OF Zoning Appeals will hold made hearings on October la, 2015, at 1:00 For, or as Soon as the matter may be heard m considerthese applications: Application filed by 'so I'm", for Property hated at SOafi Williamson Road, N.W„ bearing Official Tax No 2190521, coned M%, Mixed Ilse District for a special exception pursuant to Section 36.2 315, Zoning. Code of the City of Roanoke (1979), as amended to permit a group rare facility, ongregate home, Iderly establishment. Application filed by Said Brown for properly located at 3037 Curve Road, N.W., bearing Ofsdal Tax No. Mill coned 17, Residualial Single Ormy District. far a swe-, exception pursuant to Section 362311. Zoning. Code of the City of Roanoke(t979), zs esended, to perm a family day home tablishment. it Application tiled by Mary C. mostly for Ali property be 4 t 3127 ng0dal To, In 1560618, Eoned R 7, Resitlential Single family District, fora special ....place Pursuant to Section 36.2 Ill, Zoning, Code of the City of Roanoke (1111) as amended, to permit a homestay establrshment. ❑na M Carp Secretary , City Board of Zoning Appeals (22205➢) 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 Avenue, S.W., Roanoke, Virginia. 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 public hearings on October 12, 2015, at 1:30 p.m., or as soon as the matters may be heard, to consider these applications: Application by Franklin Road Properties, LLC, to rezone property located at 3302 Franklin Road, S.W., bearing Official Tax No. 1300121 from R -12, Residential Single - Family District, to MX, Mixed Use District, with a condition. The application is to develop the property for Parking, off site, in substantial conformity with a proffered development plan dated July 8, 2015, subject to certain changes. The land use categories permitted in MX include residential; accommodations and group living; commercial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum of one dwelling unit per 2,500 square feet of lot area and a maximum floor area ratio of 1.0. The comprehensive plan designates the property for single - family medium density. Application by Hunter Real Estate Group, LLC, to rezone property located at 2514 and 2518 Williamson Road, N.E., bearing Official Tax Nos. 3090227 and 3090225, respectively, from CN, Commercial- Neighborhood District, to CG, Commercial - General District, with conditions. The application is to permit the expansion of a motor vehicle sales and service establishment, used. The proffered conditions restrict land uses permitted to only those uses which are permitted in both the CN and CG districts and Motor vehicle rental establishment, with inventory on site; Motor vehicle (motorcycle) sales and service establishment, new; and Motor vehicle sales and service establishment, used; state that the property will be developed in substantial conformity with a development plan dated August 8, 2015, subject to certain changes; and restrict new freestanding signage to conform with applicable signage requirements for the CN District at the time application is made for a new sign permit. The land use categories permitted in CG include accommodations and group living; commercial; industrial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum floor area ratio of 5.0. The comprehensive plan designates the property for small and medium scale commercial. Application from PRMC, LLC, to amend the Planned Unit Development Plan as it pertains to 4414 Pheasant Ridge Road, S.W., bearing Official Tax No. 5460124; 4345 Griffin Road, S.W., bearing Official Tax No. 5470302; four unaddressed lots on Griffin Road, S.W., bearing Official Tax Nos. 5470301, 5470303, 5470304, 5470305; and three unaddressed lots on Van Winkle Road, S.W., bearing Official Tax Nos. 5470306, 5470307, 5470308. The application is to permit construction of buildings housing a sixty -four (64) unit memory care facility and a ninety (90) unit assisted living facility with a changed site configuration than previously permitted by the Institutional Planned Unit Development Plan in connection with the passage of Ordinance No. 40190-031615, adopted by City Council on March 16, 2015. 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 uses; with a maximum density of one dwelling unit per 1,800 square feet of lot area. The comprehensive plan designates the property for mixed density residential and single family residential use, but does not specify density. The proposed use of the property is group care facility and multifamily residential with approximately one dwelling unit per 2,360 square feet of lot area. Public hearing to amend Sec. 36.2 -311, Use table for residential districts, Chapter 36.2, Zoning, of the Code of the City of Roanoke (1979), as amended, as it relates to permitting Accessory Uses, "Home occupation, personal service," in certain residential districts. The amendment corrects a scrivener's error from a previous amendment and allows as a permitted accessory use, "Home occupation, personal service" in R -7, Residential Single - Family District; R -5, Residential Single - Family District; and RM -2, Residential Mixed Density District. Tina M. Carr, Secretary, City Planning Commission City Council will hold public hearings on the aforesaid matters and applications on October 19, 2015, at 7:00 p.m., or as soon as the matters may be heard. Stephanie M. Moon Reynolds, MMC, City Clerk The City of Roanoke Board of Zoning Appeals will hold public hearings on October 14, 2015, at 1:00 p.m., or as soon as the matter may be heard, to consider these applications: Application filed by Lisa Frontus for property located at 5046 Williamson Road, N.W., bearing Official Tax No. 2190521, zoned MX, Mixed Use District, for a special exception pursuant to Section 36.2 -315, Zoning, Code of the City of Roanoke (1979), as amended, to permit a group care facility, congregate home, elderly establishment. Application filed by Gail Brown for property located at 3037 Cove Road, N.W., bearing Official Tax No. 2480106, zoned R -7, Residential Single - Family District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a family day home establishment. Application filed by Mary C. Dutilly for property located at 3127 Woodlawn Ave, S.W., bearing Official Tax No. 1560618, zoned R -7, Residential Single - Family District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a homestay establislunent. Tina M. Carr, Secretary, City Board of Zoning Appeals Please publish in newspaper on Tuesday, September 29, 2015, and Tuesday, October 6, 2015 Please bill and send affidavit of publication to: Tina M. Carr Secretary to the Board of Zoning Appeals Secretary to the Planning Commission Planning Coordinator Planning, Building & Development City of Roanoke Noel C. Taylor Municipal Building 215 Church Avenue, SW, Room 166 Roanoke, VA 24011 540/853 -1330 tina. carr@roanokeva. gov Please send affidavit of publication to: Stephanie M. Moon Reynolds, MMC, City Clerk 215 Church Avenue, S.W., Suite 456 Noel C. Taylor Municipal Building Roanoke, Virginia 24011 -1536 (540) 853 -2541 CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 TJeyhone: (540)153 -2541 En +: 5' rl!PIIANIE M. MOON REVNOLDS, MM (540) &53 -1145 C Uncoil: clerl[nJroanokcva.gov City CI,,k CECELIA T. WEBB, ChIC Acting Bclao City Clerk October 20, 2015 Municipal Code Corporation P. O. Box 2235 Tallahassee, Florida 32316 Ladies and Gentlemen: i am enclosing copy of Ordinance No. 40370- 101915 correcting an error removing the right to have the accessory use "Home occupation, personal service' in certain residential districts in accordance with Section 36.2 -311, Use table for residential districts, of Chapter 36.2, Zoning, Code of the City of Roanoke (1979), as amended. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015; and is in full force and effect upon its passage. Sincerely, Stephanie M. Mo n Reynolds, MMC City Clerk Enclosure PC: The Honorable Brenda S. Hamilton, Clerk, Circuit Court Rick Kahl, Clerk, General District Court David C. Wells, Clerk, Juvenile and Domestic Relations District Court Stephen D. Poff, Chief Magistrate, Office Of the Magistrate Joey Klein, Law Librarian Christopher P. Morrill, City Manager Daniel J. Callaghan, City Attorney Barbara A. Dameron, Director of Finance Chris Chittum, Director, Planning, Building and Development Tina Carr, Secretary, City Planning Commission S1� r ulfg�li IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. No. 40370- 101915. AN ORDINANCE con-ectiug an error removing the right to have the accessory us "Home occupation, e personal service" in certain residential districts in accordance with Section 36.2 -311, Use table for residential districts, of Chapter 36.2, Zoning, of the Code of the City of Roanoke (1979), as amended; and dispensing with the second reading of this ordinance by title. 13E IT ORDAINED by the Council of the City of Roanoke as follows: I. Chapter 36.2, ZoZ�, of the Code of the City of Roanoke (1979), as amended, is hereby amended and reordained, to read and provide as follows: Sec. 36.2 -311. Use table for residential districts. District RA R -12 R -7 R -5 R -3 RM -1 RM -2 RMF Supplemental Regulation * a . Section Accessory Uses r � � Home occupation, p P Personal service P P P P P P 36.2 -413 2. This ordinance will become effective immediately upon adoption. 1 Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: r. `I . ttiG1xt City Clerk 0 Lmreat scrivener error zoningo111.d' eW'&c 1 i. r f ... `9� COUNCIL AGENDA • r , To: Meeting; Subject: Honorable Mayor and Members of City Council October 19, 2015 Public hearing to amend Sec. 36.2 -311, Use table for residential districts, Chapter 36.2, Zoning, of the Code of the City of Roanoke 0 979), as amended, as It relates to permitting Accessory Uses, "Home occupation, personal service," in certain residential districts. Recommendation The Planning Commission held a public hearing on Monday, October 12, 2015. By a vote of 4 - 0 the Commission recommended approval of the proposed amendment to the Zoning Ordinance. Background Roanoke adopted the current amendments to the zoning ordinance in July 2015. A scrivener's error was found after the adoption of the amendment that had inadvertently removed the right to have the accessory use "Home occupation, personal service" in certain residential districts. Considerations The proposed amendment corrects the scrivener's error by allowing the accessory use "Home occupation, personal service" in the R -7, Residential Single - Family District; R -5, Residential Single- Family District; and RM -2, Residential Mixed Density District, as was previously allowed before the last text amendment. Regulation nume occupation, I P I p� Personal service Planning commission Public Hearing None. . A. Vin l�yr i,� / Chad A. Van Hynmg, Chair City Planning Commission cc: Chris Morrill, City Manager R. Brian Townsend, Assistant City Manager Chris Chittum, Director of Planning Building & Development Ian D. Shaw, Planning Commission Agent Daniel J. Callaghan, City Attorney Steven J. Talevi, Assistant City Attorney October 12, 2015 Public hearing to amend Sec. 36.2 -311, Use table for residential districts, Chapter 36.2, Zoning, of the Code of the City of Roanoke (1979), as amended, as it relates to permitting Accessory Uses, "Home occupation, personal service," in certain residential districts. The amendment corrects a scrivener's error from a previous amendment and allows as a permitted accessory use, "Home occupation, personal service" in R -7, Residential Single - Family District; R -5, Residential Single - Family District; and RM -2, Residential Mixed Density District. The Roanoke Times Category Daa cripSan Account Number Roanoke, Virginia Affidavit of Publication 6011499 CITY OF ROANOKE - PDV DaM Ann Tine M. Can 215 CHURCH AVE October 08, 2015 ROOM 166 ROANOKE, VA 24011 Date Category Daa cripSan 10/122015 Muni al Natives PUBLIC HEARING NOTICE All public heanngs adver iceof hei Size 1 x 207 L Total Cost 1,957.84 Publisher of the Roanoke Times I, (the undersigned) an authorized representative of the :Roanoke Times, a daily newspaper Published In Roanoke, in the State of Virginia, do certify that the annexed notice PUBLIC HEARING NOTICE A was published in said newspapers on the following dates: 09129, 10/062015 The First insertion being given ... 09292015 Newspaper reference: 0000222050 B' ling Rep sentative "&ZV�A Sworn to and Subscribed before me this Tuesday, October 6, 2015 RECEIVED Cf11 a,�n,, Notary lic aX "1PLIE Btgf`'e. OCT 0 S 2D15 State of Virginia ,•�O\2 oNOFiW�s :F,L CITY OF ROANOKE City /County of Roanoke PLANNING BUILDING a DEVELOPMENT aE�snutroN ^'a My Commission expires �3o 2049823 MY MM. XVUiES �rg � +'p+,O7gRY PUBJ 0` THIS IS NOT A BILL. PLEASE PAY FROM INVOICE, THANK YOU PUBLIC HEARING NOTICE All pabliic heminps Mdy nl herein will be had In the City CP1MI qam� bu�G� R kN "1 qunh A,.,, S.W., Rnanoys, Nrp(Na. AO applkallms ere avallabk Nr dOy In fRe .ftDBMldhq NE mminlpmellt dR Ream 2aS Ze. gv<M1 ARrrv4 S.W.. ROafike. Wr9inla My p - MRh a disability re0uionp uy 11"'41."adadao TO MttxA or pirfldpale In Me aS inYYS Mould 'noted Kind , BWMInp On, bayadaPmMI d (.k0)1153'1}30 M IaaL flya day, pda, k ilk S'hedukd burhg. The CITY d Roanoke Rand, gmmisakn x111 had l0k hes0n,, W Want, A 1015, at Im Irn, m by soon as Ue marten may be heard, Io cant dN these.01,9lon,: Tbu M. San', 5e[retary, CIty PMnnin, m mssron City dia l x911 hdtl bull hvtdpa W ISO Mbresald mm. pdobn 19. 2035, at won M the marten mrybeheatd SIa� 1 M. Maori Rrynolds, MMC, CM9 Ckrk The City of Roanoke land of ZOnllq AppeMls will hdd WMk Lando , an @foie, µZ015, at Lop pm, a u soon 0 the matte, 0My be Mud, N 'onddMMe »appqutlms: AWNaatldn Ided by t f.,by far 0mmrty kufad M S'1W Willi mson Road, N.W, beam, Cibdd Tax Mo. 1190521, coned MR, MOSS, Nw O6M[L M a adMal ewepllon Iad,bm fo s -' 365315, Unit,, Cday W tlM CRY d Fdamke (1979), n Mnwdad, In canprz9al" Rm hem, re mmy uISSORMment Appftil. Ind by Call Broom for WbayN, babTriRO a aSI,,M MW R.3. Raakknial SMpk.FaMly dahkt, fo1 a ", exceptWn WgMnt k Swdm 362.311, m S, Code of the CRY of Id al I'm. u menCM, to permit a fan6ry day home uMM,hment AppOmflon MN by Mary G Du fpy for Are.SW1 Warli'd 00kill Tax Mo, NASA Caned R -I, Realdmdal Shpt" Fandry 06614, lot a SWIM u,SpWS Wrwant in Secikn 36531L Zdal , he city .1 y I (Om,amadad lb Mindy . M1a eatabbment Tina M. Cart, SKSMMrg City Board d ZOnbq Apxab (12209A) 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 Avenue, S.W., Roanoke, Virginia. 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 public hearings on October 12, 2015, at 1:30 p.m., or as soon as the matters may be heard, to consider these applications: Application by Franklin Road Properties, LLC, to rezone property located at 3302 Franklin Road, S.W., bearing Official Tax No. 1300121 from R -12, Residential Single - Family District, to MX, Mixed Use District, with a condition. The application is to develop the property for Parking, off site, in substantial conformity with a proffered development plan dated July 8, 2015, subject to certain changes. The land use categories permitted in MX include residential; accommodations and group living; commercial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum of one dwelling unit per 2,500 square feet of lot area and a maximum floor area ratio of I A The comprehensive plan designates the property for single - family medium density. Application by Hunter Real Estate Group, LLC, to rezone property located at 2514 and 2518 Williamson Road, N.E., bearing Official Tax Nos. 3090227 and 3090225, respectively, from CN, Commercial- Neighborhood District, to CG, Commercial - General District, with conditions. The application is to permit the expansion of a motor vehicle sales and service establishment, used. The proffered conditions restrict land uses permitted to only those uses which are permitted in both the CN and CG districts and Motor vehicle rental establishment, with inventory on site; Motor vehicle (motorcycle) sales and service establishment, new; and Motor vehicle sales and service establishment, used; state that the property will be developed in substantial conformity with a development plan dated August 8, 2015, subject to certain changes; and restrict new freestanding signage to conform with applicable signage requirements for the CN District at the time application is made for a new sign permit. The land use categories permitted in CG include accommodations and group living; commercial; industrial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum floor area ratio of 5.0. The comprehensive plan designates the property for small and medium scale commercial. Application from PRMC, LLC, to amend the Planned Unit Development Plan as it pertains to 4414 Pheasant Ridge Road, S.W., bearing Official Tax No. 5460124; 4345 Griffin Road, S.W., bearing Official Tax No. 5470302; four unaddressed lots on Griffin Road, S.W., bearing Official Tax Nos. 5470301, 5470303, 5470304, 5470305; and three unaddressed lots on Van Winkle Road, S.W., bearing Official Tax Nos, 5470306, 5470307, 5470308. The application is to permit construction of buildings housing a sixty -four (64) unit memory care facility and a ninety (90) unit assisted living facility with a changed site configuration than previously permitted by the Institutional Planned Unit Development Plan in connection with the passage of Ordinance No. 40190 - 031615, adopted by City Council on March 16, 2015. 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 uses; with a maximum density of one dwelling unit per 1,800 square feet of lot area. The comprehensive plan designates the property for mixed density residential and single family residential use, but does not specify density. The proposed use of the property is group care facility and multifamily residential with approximately one dwelling unit per 2,360 square feet of lot area. Public hearing to amend Sec. 36.2 -311, Use table for residential districts, Chapter 36.2, Zoning, of the Code of the City of Roanoke (1979), as amended, as it relates to permitting Accessory Uses, "Home occupation, personal service," in certain residential districts. The amendment corrects a scrivener's error from a previous amendment and allows as a permitted accessory use, "Home occupation, personal service" in R -7, Residential Single- Family District; R -5, Residential Single - Family District; and RM -2, Residential Mixed Density District. Tina M. Carr, Secretary, City Planning Commission City Council will hold public hearings on the aforesaid matters and applications on October 19, 2015, at 7:00 p.m., or as soon as the matters may be heard. Stephanie M. Moon Reynolds, MMC, City Clerk The City of Roanoke Board of Zoning Appeals will hold public hearings on October 14, 2015, at 1:00 p.m., or as soon as the matter may be heard, to consider these applications: Application filed by Lisa Fromus for property located at 5046 Williamson Road, N.W., bearing Official Tax No. 2190521, zoned MX, Mixed Use District, for a special exception pursuant to Section 36.2 -315, Zoning, Code of the City of Roanoke (1979), as amended, to permit a group care facility, congregate home, elderly establishment. Application filed by Gail Brown for property located at 3037 Cove Road, N.W., bearing Official Tax No. 2480106, zoned R -7, Residential Single- Family District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a family day home establishment. Application filed by Mary C. Dutilly for property located at 3127 Woodlawn Ave, S.W., bearing Official Tax No. 1560618, zoned R -7, Residential Single - Family District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a homestay establishment. Tina M. Carr, Secretary, City Board of Zoning Appeals -- --------- -- --- - -------- -- ----- ------ - --- ----- -- -- PI - case - - - - publish in new sp - - - - -- aper on Tuesday, September 29, 2015, and Tuesday, October 6, 2015. Please bill and send affidavit of publication to: Tina M. Carr Secretary to the Board of Zoning Appeals Secretary to the Planning Commission Planning Coordinator Planning, Building & Development City of Roanoke Noel C. Taylor Municipal Building 215 Church Avenue, SW, Room 166 Roanoke, VA 24011 540/853 -1330 tina,can@roanokeva.gov Please send affidavit of publication to: Stephanie M. Moon Reynolds, MMC, City Clerk 215 Church Avenue, S. W., Suite 456 Noel C. Taylor Municipal Building Roanoke, Virginia 24011 -1536 (540) 853 -2541 CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Churdl Avenue, S. W., Suite 456 Roanoke, Virginia 74011 -1536 Telephone: (540)853 -2541 Fnn: (54a)851 -1145 N I'HIIANIEM. MOON REYNOLDS, MMC Lrnnil: clerk(n>roannkevn . gov City Clerk CV( 'EL A'1'. W LRI3. CNIC Adi, Depvly City Clerk October 20, 2015 James R. Smith, Chairman Manager PR Homes, LLC 4432 Pheasant Ridge Road, S. W., Suite 301 Roanoke, Virginia 24014 Dear Mr. Smith: I am enclosing copy of Ordinance No. 40371 - 101915 amending the Institutional Planned Unit Development Plan, as it pertains to 4414 Pheasant Ridge Road, S.W., bearing Official Tax Map No. 5460124; 4345 Griffin Road, S. W., bearing Official Tax Map No. 5470302; four unaddressed lots on Griffin Road, S. W., bearing Official Tax Map Nos. 54 70301, 5470303, 5470304, 5470305; and three unaddressed lots on Van Winkle Road, S. W., bearing Official Tax Map Nos. 5470306, 5470307, 5470308, as set forth in the Zoning Amendment Amended Application No. 1, dated September 22, 2015. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, November 17, 2014; and is in full force and effect upon its passage. Sincerely, �- w.I,eE,�, Stephanie M. Moo Reyn s, MMC City Clerk Enclosure James R. Smith, Chairman Manager October 20, 2015 Page 2 Pc: Paul and Joy Paige, 4323 Griffin Road, S. W., Roanoke, Virginia 24014 Henry and Carolyn Claytor, 4350 Griffin Road, S. W., Roanoke, Virginia 24014 Trustees of First Baptist Church, 310 North Jefferson Street, S. W., Roanoke, Virginia 24016 Richard Webb, Jr., 4372 Griffin Road, S. W., Roanoke, Virginia 24014 Ruby Muse, 4422 Van Winkle Road, S. W., Roanoke, Virginia 24014 Gloria Edwards, 4437 Van Winkle Road, S. W., Roanoke Virginia 24014 Ventas Pheasant Ridge, LLC, 21001 North Tatum Boulevard, Suite 1630 -630, Phoenix, Arizona 85050 Brixmor GA Apollo I Sub Philip C. Schirmer, City Engineer Susan S. Lower, Director, Real Estate Valuation Steven J. Talevi, Assistant City Attorney Tina Carr, Secretary , City Planning Commission Katharine Gray, Land Use and Urban Design Planner Ian Shaw, Agent, City Planning Commission Kennie Harris, GIS Analyst II IN 1'I[6: COONCII, OF THE CITY OE ROANOKE, VIRGINIA The 19th day of October, 2015. Na. 40371- 101915. AN ORDINANCE to amend §36.2 -100, Code ofthe City of Roanoke (1979), as amended, and the Official Zoning Map, City ofRoanokc, Virginia, dated December 5, 2005, as amended, to amend the Institutional Planned Unit Development Plan, as itpenains to 4414 Pheasant Ridge Road, S. W., bearing Official Tax Map No. 5460124; 4345 Griffin Road, S.W., bearing Official Tax Map No. 5470302; four unaddressed lots on Griffin Road, S. W, bearing Official Tax Map Nos. 5470301, 5470303, 5470304, 5470305; and three unaddressed lots on Van Winkle Road, S.W., bearing Official Fax Map Nos. 5470306, 5470307, 5470308; and dispensing with the second reading of this ordinance by title. WHEREAS, PRMC LLC, has made application to the Council of the City of Roanoke, Virginia ( "City Council'), to amend the Institutional Planned Unit Development Plan ( "Pled'), to permit construction of buildings housing a memory care facility and assisted living facility for seniors as previously permitted by Ordinance No. 40190- 031615, adopted by City Cotmcil on March 16, 2015, as such Plan pertains to the parcels bearing Official Tax Map Nos. 5460124, 5470301, 5470302, 5470303, 5470304, 5470305, 5470306, 5470307, and 5470308; WHEREAS, the City Planning Commission, after giving proper notice to all required by §36.2 -540, concerned as 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 October 19, 2015 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 Plan proffered as a condition of the conditional rezoning, for the properties described as Official Tax Map Nos, 5460124, 5470301, 5470302, 5470303, 5470304, 5470305, 5470306, 5470307, and 5470308; and WHEREAS, this Council, after considering the aforesaid application, the recommendation 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 Plan as it pertains to the parcels bearing Official 'tax Map Nos. 5460124, 5470301, 5470302, 5470303, 5470304, 5470305, 5470306, 5470307, and 5470308, as herein provided, THFREFORE, 13E IT ORDAINED by the Council of the City of Roanoke that: 1. Section 36.2- 100, Code ofthe CityofRoanoke(1979), asamended, andthe Official Zoning Map, City of Roanoke, Virginia, dated December 5, 2005, as amended, be amended to reflect the amendment of the Plan as it pertains to 4414 Pheasant Ridge Road, S.W., bearing Official Tax Map No. 5460124; 4345 Griffin Road, S.W., bearing Official Tax Map No 5470302; and fear unaddressed lots on Griffin Road, bearing Official Tax Map Nos. 5470301, 5470303, 5470304, 5470305; and thtee unaddressed lots on Van Winkle Road, bearing Official Tax Map Nos. 5470306, 5470307 and 5470308, as set forth in the Zoning Amendment Amended Application No 1 dated September 22, 2015. 2. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this ordinance by title is hereby dispensed with. A "f7'ES "1': City Clerk, Amend POD- Phcxsam Rld,,. pip Property 2 .&, STATEMENT OF CONFLICT OF INTEREST I, Courtney G. Rosen, state that I have a personal interest in agenda item C -4 for the regular session of City Council for Monday, October 19, 2015, set for 7:00pm, or as soon thereafter as the matter may be reached, regarding the public hearing to consider the request of PRMC, LLC to amend a Planned Unit Development Plan as it pertains to 4414 Pheasant Ridge Road, S.W., 4345 Griffin Road, S.W., four unaddressed lots on Griffin Road, S.W. and three unaddressed lots on Van Winkle Road, S.W., because PRMC, LLC is an affiliate of my employer, Smith /Packett Med -Com, LLC. Therefore, pursuant to Virginia Code Section 2.2 -3112, I must refrain from participation in this matter. I ask that the City Clerk accept this statement and ask that it be made a part of the minutes of this meeting. Witness the following signature made this 19`h day of October, 2015. (Seal) Courtney G. Rosen Member of Council 9 CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: October 19, 2015 Subject: Application from PRMC, LLC, to amend the Planned Unit Development Plan as it pertains to 4414 Pheasant Ridge Road, S.W., bearing Official Tax No. 5460124; 4345 Griffin Road, S.W., bearing Official Tax No. 5470302: four unaddressed lots on Griffin Road, S.W., bearing Official Tax Nos. 5470301, 5470303, 5470304, 5470305; and three unaddressed lots on Van Winkle Road, S.W., bearing Official Tax Nos. 5470306, 5470307, 5470308. The application is to permit construction of buildings housing a sixty- four (64) unit memory care facility and a ninety (90) unit assisted living facility with a changed site configuration than previously permitted by the Institutional Planned Unit Development Plan in connection with the passage of Ordinance No. 40190-0316151 adopted by City Council on March 16, 2015. Recommendation The Planning Commission held a public hearing on Monday, October 12, 2015. BY a vote of 4 - 0 the Commission recommended approval of the rezoning request, finding that the Amended Application No.I is consistent with the City's Comprehensive Plan and Zoning Ordinance as it maximizes development Potential of the site. Application Information Care Facility, Nursing Home rn Hills Neighborhood Plan Density Residential and Single I 20 Background In August 2006, the property was rezoned from MX, MX(c) and R -7 to MXPUD. The development plan had SIX buildings housing 160 condominiums arranged along a driveway designed to appear as a street and included a future wellness center. In May 2007, an amendment of the Planned Unit Development Plan was approved. That amendment modified the previous development plan to add a large retaining wall and buffer strip with plantings to accommodate a stormwater conveyance channel along Griffin Road and Van Winkle Road. In March 2013, the MXPUD Plan was amended to Increase the number of units and add a clubhouse with a pool. In March 2015, the property was rezoned from MXPUD to INPUD to permit two buildings with 154 units for Group Care Facility, Congregate Home; Group Care Facility, Nursing Home; and Dwelling, Multifamily, Elderly. In September 2015, PRMC, LLC Flied an application to amend their development plan for the property. The development plan shows the change in positions of the one -story 64- unit memory care facility and four -story 90- unit assisted living facility, adjustments to the parking and circulation layout, and changes to landscaping. Amended Application No.I was filed to address the completeness of the application. Conditions Proffered by the Applicant As an INPUD, the development plan is binding on future development. Considerations Surrounding Zoning and Land Use: 11-7, Residential Single - Family Vacant MXFUD, Mixed Use Planned Group Care Facility, Congregate Unit Development District I Home; Multifamily dwellings, and -: haies e5tat)flShments and District and 11 7, Residential I Single family detached dwellings Single- Family nicr.i. -r Compliance with the Zoning Ordinance The proposed amended INPUD plan complies with the dimensional regulations Of the INPUD district. Not all site development features required or regulated by the zoning ordinance are shown on the development plan and will be finalized during the development review process. Conformity with the Coo3grehensive Plan and Neighborhood Plan Both Vision 2001 -2020 and the Southern Hills Neighborhood Plan recognize the need for infill housing that is compatible with the surrounding area. The site Is part of a larger mixed -use development that is bordered by commercial along U.S. Route 220 to the southwest and single - family residential to the northeast. The property is within a transition zone between the single - family residential to the northeast and the office and multifamily residential portions of the larger mixed -use development. The multiple parcels within the property contain vacant land and a single residential structure. The change in development plan will fill in this vacant portion of property with additional multifamily and group living accommodations reflective of the larger overall Pheasant Ridge development along the Griffin Road and Van Winkle Road portion of the property. Relevant Vision 2001 -2020 policies • EC P5. Trees. Roanoke will maintain and Increase its tree canopy coverage as a way to improve air quality. Roanoke will work regionally to promote tree planting and tree preservation Valley. wide. • NH PS. Housing Choice. The City will have a balanced, range of housing choices in all price ranges and design options that encourage social and economic diversity throughout the city. Relevant Southern Hills Neighborhood Plan Policies: Community Design Policies New commercial development must consider adjoining uses during site design. Compatibility should be addressed first by thoughtful site and building design rather than by screening alone. Commercial building fronts should be oriented very close to streets. Parking should be to the side or back of buildings. Parking lots should have generous amounts of interior landscaping and tree canopy coverage. Residential Development Recommendations • Support continued mixed density residential development in Pheasant Ridge and Southmont. Support new residential development that uses traditional urban neighborhood development patterns with urban amenities such as sidewalks and street trees. Such development should be encouraged through appropriate zoning and supporting infrastructure improvements. New developments should accommodate mixed densities (and incomes), and must preserve environmentally sensitive areas to the greatest extent possible. Quality of Life Recommendations • Ensure that new development preserves mature trees and incorporates new tree plantings to replace those lost during development. • Encourage the use of clustered development to avoid development on steep slopes or near parkway lands. New development should design excess capacity in erosion control and stormwater management measures. The proposed development plan is consistent with or implements many of the comprehensive plan policies cited above. It provides for the continued mixed density development at Pheasant Ridge. It provides for reforestation of the areas of land that are touched but not utilized by redevelopment. The design utilizes materials that are common In residential architecture and provides landscaping along the base of the retaining walls to mask their scale. Public Comments - None. Planning Commission Work Session- Discussion included the completeness of the application, screening of the surrounding single family residential properties, and a complete walkway system. Commissioners noted the Importance of screening. Amended Application No. I addressed issues discussed at the work session. Specifically, the amendment provided a complete application, extended the proposed pedestrian trail system extension to connect to the existing trail system, and provided for screening in the 30' landscape buffer along adjoining Tax Parcel #5470310. Planning Commission Public Hearing None. Chad A Van Hynfng, Chair City Planning Commission cc: Chris Morrill, City Manager R. Brian Townsend, Assistant City Manager Chris Chittum, Director of Planning Building & Development Ian D. Shaw, Planning Commission Agent Daniel J. Callaghan, City Attorney Steven J. Talevi, Assistant City Attorney James R. Smith, PRMC, LLC Aubury Holmes, Smith /Packett 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: Sep 22, 2015 e u aSj si-@ t 18 1 that aoolvF ❑ Rezoning, Not Othewse Listed ❑ Rezoning, Conditional ❑ Rezoning to Planned Unit Development ❑ Establishment of Comprehensive Sign Overlay District Property Infupmatlion- Address: (Pheasant Ridge Road Roanoke VA24014 ROANOKE PLANNING BUILDING and DEVELOPMENT Click Here to Print i u LI f' ir'E� �.• I am ❑ Amendment of Proffered Conditions Amendment of Planned Unit Development Plan ❑ Amendment of Comprehensive Sign Overlay District Official Tax 1 5460124, 5470301, 5470302, 5470303, 5470304, 5470305, 5470306, 5470307, 5470308 Existing Base Zoning: With Conditions (If multiple zones, please manually enter all districts. Institutional Planned Unit Development ❑ Without Conditions Ordinance No(s). for Existing Conditions (If applicable). 40150 Requested Zoning: ❑ With Conditions Proposed INPUD, Institutional Planned Un Group Care Facility, Congregate Home, Elde ❑ Without Conditions Land Use: Pro"-ft - p�yner Intorenation; Name: PR Homes, LLC Phone Number: +t (5401 na -n62 Address: 3P sant Ridge Road Suite 301 Roanoke VA 24014 E -Mail: aholmes @smithpackett.com Property 0 Igna e: - Ilea 1 o n If dltterent from ownerJ; Name: PRMC L�`(r Phone Number +t (540)77a -7762 Address: Peasant Ridge Road Suite 307 Roanoke VA 24014 �� � E- Mail'. aholmes @smithpacketccom Taw.o Q �'M C�'1d (rvGiYl A/�ari<utL� Applicant's n�tur�j ' Name: (James R. Smith Phone Number: +t (540) n4w6z Address: 344 hea t Ridge Road Suite 301 Roanoke VA 24014 p ,,,., A E -Mail: aholmes @smithpackett.com Authorized Age 's S �1 t % f' �'--1 rn r Ilo ROANOKE e o wing must be submitted for all applications: PLANNIN(, suaDivn F- Completed application form and checklist. a.,n Dr V FLOPMFNT f Written narrative explaining the reason for the request. f- Metes and bounds description, if applicable. f- Filing fee, For a rezoning not otherwise listed, the following must also be submitted: F- Concept plan meeting the Application Requirements of item 12(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. F- Concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures. Please label as development plan' if proffered. For a planned unit development, the following must also be submitted: F- Development plan meeting the requirements of Section 36.2 -326 of the Citys Zoning Ordinance. For a comprehensive sign overlay district, the following must be submitted: 7 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: F- Amended development or concept plan meeting the Application Requirements of item'2(c)' in Zoning Amendment Procedures, I applicable. F- Written proffers to be amended. See the Citys Guide to Proffered Conditions. F- Copy of previously adopted Ordinance, For a planned unit development amendment, the following must also be submitted: F- Amended development plan meeting the requirements of Section 36.2 -326 of the City's Zoning Ordinance , r 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. F- 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 VOOT, the following most also be submitted: F- Cover sheet. I- Traffic impact analysis. F- plan. F- Proffered conditions, 9 applicable. F- 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 Sgfl mre Page :o Zoning Amendment Apples w `ax Map No 546,024 Property Address. 44,4 Pheasant Rx, Road, S W Tan Map No 5470301 Property Addm 0 Griffin Road, SW l'ex Map No_: 5410302, P W" Addr. 4345 Griffin JL.d, SW. Tax Map No.: 5470303, Property Address: 0 Giffin Read, SW, Tax Map No., 547030, Pm"M Address. 0 Grilrm Road, SW, Tax Map No 5470305, Property Address: 0 Gr Road, SW, Tax Map No 54711306, Property Addres, . 0 Ven Winkle Road, S W, Tax Map No.. 5470307 Property Address: 0 Ven Winkle Road, SW Tex Map N. 5470308, Property Address: 9 Van Winkle Read, S W, Signanue at Owner PR Ho S, Ldr• t S 5namra nf, p. Caov. PRNIC LLC B• PR ,Irmo ;IL( - ddiou xe�rhP �.9. Hokf 9S C ) LC, v W LLC, my P nerg r w p, Incey a �enanenq d LLC nd PTnasaee �R.dyc - * 1 .- ve ., Dec mher ,F aA a = v- -nqI "o copy r � A. -:-axe • ems Gap ?e too 00 )R2� )§| ,],; ,!!| § ;; ;l,. l ; ;�.� ■.l,�„ u�! .!!! | *, ■! „ �.l�l� .�,_ | ■,! #. ; « ;!! )i! |,22 }}!! /� | § ■! /} !!! ; § §§ � _! ! ! !; ■�!!!!,; u / \ \�jjl=!\ \ \ }/ �,., �l�� = ® «•`| Amendment Rezoning Application No.1 Supporting Documents Tax No. 5460124, 5470301, 5470302, 5470303, 5470304, 5470305, 5470306, 5470307 and 5470308 City of Roanoke, Virginia Project Name: Pheasant Ridge Memory Care Project Location: Pheasant Ridge Road, Roanoke, Virginia Proposed Zoning: INPUD Contents Legal Description.. ..................................... Narrative......................................................................................................................... ..............................5 Description of Proposed Use and Development. ..... ...................................................................... . 5 Justificationfor Change ............................................................................................... ..............................5 Impact to Surrounding Neighborhood... 6 Availability of other similarly zoned properties in the area ........................................ ..............................6 Relationship to the City's Comprehensive Plan and the Southern Hills Neighborhood Plan ...................6 Exhibits............................................................................................................................ ..............................8 DevelopmentPlan ....................................................................................................... ..............................8 StormwaterConveyance Channel ............................................................................... ..............................9 ElevationsMemory Care .......................................................................................... ............................... 10 ElevationsAssisted living ......................................................................................... ............................... 11 Previously Adopted Ordinance . ................................ _.._._._.. „ Legal Description BEGINNING at an existing iron pin lying on the northerly right -of -way of the terminus of Pheasant Ridge Road, SW, a variable width public right -of -way, and Pheasant Ridge Road, SW, a 40 -foot private right -of- way, common corner of the property of Brixmor GA Apollo I SUB Holdings, LLC (Instrument # 120009239) and the herein described tract; thence leaving the said northerly right -of -way of Pheasant Ridge Road, SW and with the common line of the aforesaid property of Brixmor GA Apollo I SUB Holdings, LLC the following two (2) courses; N 38° 34' 31" W for a distance of 79.17 feet to an existing iron pin; thence N 38° 28' 51" W for a distance of 81.27 feet to an existing iron pipe at the corner of the property of Paul Andrew Paige and Joy Faye Paige (Instrument # 0020005882); thence leaving the said property of Brixmor GA Apollo I SUB Holdings, LLC and with the line of the aforesaid property of Paul Andrew Paige and Joy Faye Paige the following four (4) courses; N 51° 32' 17" E for a distance of 207.12 feet to an existing iron pipe; thence N 49° 35'04" E for a distance of 311.79 feet to a point; thence N 42° 58' 32" W for a distance of 6.89 feet to a point; thence with a curve to the right having a delta angle of 135° 00' 00 ", a radius of 14.50 feet, a chord bearing and distance of N 240 31' 28" E, 26.79 feet to a point on the southerly right -of -way of Griffin Road, SW, a 50 -foot public right -of -way; thence leaving the said property of Paul Andrew Paige and Joy Faye Paige and with the southerly right -of -way line of Griffin Road, SW the following four (4) courses; S 87° 58' 32" E, passing an existing iron pin at a distance of 154.37 feet, a total distance of 275.04 feet to a point; thence with a curve to the left having a delta angle of 19° 24' 50 ", a radius of 116.80 feet, a chord bearing and distance of N 82° 17' 53" E, 39.39 feet to a point; thence N 72° 35' 28" E, passing an existing iron pin at a distance of 141.04 feet and passing an existing iron pin at a distance of 230.95 feet, a total distance of 344.46 feet to a point; thence with a curve to the right having a delta angle of 68° 49' 43 ", a radius of 73.21' feet, a chord bearing and distance of S 72° 59' 40" E, 82.75 feet to a point at the southwesterly intersection of the said Griffin Road, SW and the westerly right -of -way of Van Winkle Road, SW, a 50 -foot public right -of -way; thence leaving the southerly right -of -way of the said Griffin Road, SW and with the aforesaid westerly right -of- way of Van Winkle Road, SW, 5 38° 34' 49" E fora distance of 220.07 feet to corner of Lot 10A, Block 11, Section 2, Southern Hills (Map Book 1, Page 3423), the property of Gloria M. Edwards (Instrument #140000594); thence leaving the said westerly right -of -way of Van Winkle Road and with the northwesterly line of the aforesaid property of Gloria M. Edwards, S 51° 15' 28" W for a distance of 199.80 feet to a point on the northeasterly line of the property of Roanoke IL Investors, LLC (Instrument # 120005370); thence leaving the said property of Gloria M. Edwards and with the line of the aforesaid property of Roanoke IL Investors, LLC the following four (4) courses; N 3W 31' 22" W for a distance of 50.45 feet to an existing iron pin; thence S 44° 05' 23" W for a distance of 199.10 feet to a point; thence 5 63° 46' 17" W for a distance of 372.94 feet to a point; thence 5 23° 35' 16" W for a distance of 354.15 feet to a point on the northerly right -of -way of the aforesaid Pheasant Ridge Road, SW (private 40' right - of -way); thence leaving the said property of Roanoke IL Investors, LLC and with the northerly right -of- way line of the aforesaid Pheasant Ridge Road, SW (private 40' right -of -way) the following seven (7) courses; N 27° 24' 40" W for a distance of 57.33 feet to a point; thence with a curve to the left having a delta angle of 24° 44' 04 ", a radius of 230.00 feet, a chord bearing and distance of N 39' 46' 42" W, 98.52 feet to a point; thence N 52° 08' 44" W for a distance of 68.27 feet to a point; thence with a curve to the right having a delta angle of 34° 29' 37 ", a radius of 105.00 feet, a chord bearing and distance of N 34° 53' 56" W, 62.26 feet to a point; thence N 17° 39' 07" W for a distance of 31.00 feet to a point; thence with a curve to the left having a delta angle of 91° 34' 57 ", a radius of 130.00 feet, a chord bearing and distance of N 63° 26' 35" W, 186.37 feet to a point; thence S 70' 45' 56" W fora distance of 8.37 feet to an existing iron pin, the POINT OF BEGINNING, containing 11.3763 acres. 4 Narrative Description of Proposed Use and Development The purpose of the requested rezoning application to INPUD is to permit the Applicant to construct group care facility, congregate home, elderly group care facility, nursing home dwelling, multifamily, elderly on those certain tracts of real property designated as tax parcel numbers 5460124, 5470301, 5470302, 5470303, 5470304, 5470305, 5470306, 5470307, 5470308, containing, in the aggregate, approximately 11.38 acres (collectively, the "Property "). It is anticipated that there will be a sixty four (64) unit memory care building and a ninety (90) unit assisted living building all as shown on the Development Plan attached hereto. The exterior recreational amenities will include internal walkways that tie into the existing walkways on adjacent parcels. All infrastructure will be planned and constructed as required by the applicable City, state and federal laws and regulations. In addition to applicable code requirements, the site development standards for building placement, parking locations, pedestrian paths, impervious areas and architectural elements will be governed by the development standards shown on the Development Plan. To the extent the proposed development impacts trees or landscaping on any adjacent parcels, the Applicant shall return any impacted areas to substantially the same condition that existed prior to any development. Justification for Change The Property was rezoned to MXPUD, Mixed Use Planned Unit Development, in August of 2006 to permit the construction of upscale condominiums. The 2006 Development Plan included six (6) buildings containing one hundred and sixty (160) condominiums with a portion of the parking serving the development to be located beneath the buildings. In 2007, the approved MXPUD was amended to permit a variable width buffer behind the proposed retaining wall to accommodate a storm water conveyance channel. In 2013 the Development Plan was amended to include 6 multifamily buildings and a clubhouse with surface parking to serve the buildings. In 2015 the Development Plan was amended to a four story assisted living building and a one story memory care building. The market demand for memory care is significant with the changing demographics. The project will be phased into 2 components, so this request is to flip the buildings to allow the memory care building (Phase I) closer to Pheasant Ridge Road and disturb less area during phase l construction. Both memory care and assisted living facilities will meet an ever - increasing need in the community to provide safe, affordable housing to our aging population. The proposed use will complement the existing senior housing Pheasant Ridge Community. As Pheasant Ridge residents continue to age, the new memory care and assisted living facilities will help to meet the continuum of care necessary to provide seniors the ability to stay within the same community that they have become accustomed to. Based on the foregoing, Applicant requests the modification to the existing zoning ordinances to enable new assisted living and memory care to be constructed on the Property in accordance with this Application. Impact to Surrounding Neighborhood The rezoning request will not significantly impact the surrounding areas from the current zoning Based on this requested change in use, there would be a zero change in traffic flow in and out of the community as it is unlikely that residents of the memory care and assisted living facilities will have access to or regularly use personal vehicles for travel. However, as noted in 2006, a portion of the Property was previously zoned for office use and the change to condominiums had previously lessened the traffic impact. In 2013, the property was zoned for multifamily use. That remains the case under the proposed amendment. In addition, there remains no connection with Griffin Road or Van Winkle Road. The locations of the buildings have been flipped. This allowed for an additional exit for fire and deliveries as part of Phase I construction. The one -story memory care building will be closer to Pheasant Ridge and will be constructed first to decrease the impact on the neighborhood of construction during Phase I. The building will also have an increased visibility to Pheasant Ridge Road. By flipping the buildings the retaining wall along Griffin Road was eliminated. Additionally, because the proposed use is for senior housing and care facilities, there will be no impact to local schools and limited traffic impact. Availability of other similarly zoned properties in the area The availability of similarly zoned properties in the general area is virtually nonexistent. There have been no new senior housing communities in the City for many years, and the proposed new memory care and assisted living facilities will help to meet the growing need of the senior population in our community. Relationship to the City's Comprehensive Plan and the Southern Hills Neighborhood Plan The requested changes to the existing ordinances are generally consistent with the Vision 2001 -2012 Comprehensive Plan and the Southern Hills Neighborhood Plan based on the following: The proposed land use is consistent with the future land use plan identified in the Comprehensive Plan and will contribute to Roanoke's overall housing mix by providing senior housing. 2. The Development Plan shows a connectivity with the Pheasant Ridge Community through a walking trail and complimentary exterior elevations. 3. The requested amendment supports the continued mixed density of the overall development of Pheasant Ridge. 4. The proposed plan has landscaping provided and the walking trails connect the development to adjacent parcels. 5. Although there is no connectivity to Griffin Road and Van Winkle Road, these rural roads are narrow with no sidewalks or areas for pedestrians to safely traverse and cannot handle any additional capacity. The benefit of having a connection is negated by the addition of traffic on streets that cannot safely support the added traffic. 6. The Applicant has modified its plan to the extent reasonably possible to limit the construction on steep slopes and will design the development to ensure adequate erosion control and stormwater management measures. 7 Exhibits Development Plan See Exhibit A -1 attached ,.. •"` ,, sa3nmNaausao111 Daisl 'i .Nvml p �pg4g V J.if \ 5e ax3 ;E 4 i iPg4$$ B spp�ap�t�Gqa �5��fiy3 €s;kMl z:. V 2 � V a w.FQ: oFi 5 d °NW -s�p 0 �r E " 's S \ \la /rte va rid \ F B spp�ap�t�Gqa �5��fiy3 €s;kMl z:. V 2 � V a w.FQ: oFi 5 d °NW -s�p 0 �r E " 's S \ \la /rte Stormwater Conveyance Channel See Exhibit A -2 attached �(z §\ §� ! | | |E » §` §: §� } §( )■ -�■ ! §2)£ \ /mom ZM ��q& / \ § \ > P °R §!» ■/ _�| k� ■7 klwl: m § ■■; a - » «4 | @ $ 3 §7■ Kk)) 2|2! .f of § |k |\ � ! \j \ \ \� / w \ % / \� \� $ \ ) Elevations Memory Care See Exhibit B -1 attached 10 3 w i- z o 4 0 a^ a ae ww w �w pN ¢ pN N K N Z ZI V 6 V 2 g O C a 3 0 x z �I V Elevations Assisted Living See Exhibit B -2 attached 11 ƒ i 4■ (� t6 {\ t« \/ Previously Adopted Ordinance See Exhibit C Attached 12 ZONING: Pursuant to Resolution No. 25523 adopted by the Council on Monday, April 6, 1981, the City Clerk having advertised a public hearing for Monday, March 16, 2015, at 7:00 p.m., or as soon thereafter as the matter may be heard, on a request of PR Homes, LLC, that property located at 4414 Pheasant Ridge Road, S. W., bearing Official Tax Map Nos. 5460124; 4345 Griffith Road, S. W., bearing Official Tax Map No. 5470302 for under addressed lots on Griffith Road, S. W., bearing Official Tax Map Nos. 5470301, 5470303, 5470304, 5470305, and three unaddressed lots on Van Winkle Road, S. W., bearing Official Tax Map Nos. 5470306, 5470307, 5470308, be rezoned from Mixed Use Planned Unit Development Plan (MXPUD), pursuant to Ordinance No. 39610 - 031813 adopted by Roanoke City Council on Monday, March 18, 2013, to Institutional Plan Unit Development Plan (INPUD), the matter was before the body. Legal advertisement of the public hearing was published in The Roanoke Times on Tuesday, February 24, 2015 and Tuesday, March 3, 2015. (See publishers affidavit on file in the City Clerk's Office.) The City Planning Commission submitted a written report recommending approval of the rezoning request, finding that the Amended Application No.2 is consistent with the City's Comprehensive Plan and Zoning Ordinance as 8 develops an undeveloped site, maximizes development potential of the site, and is sensitive to its relationship with the adjoining neighborhood. (For full text, see report on file in the City Clerk's Office.) Council Member Ferris offered the following ordinance: (#40190- 031615) AN ORDINANCE to rezone certain property located at 4414 Pheasant Ridge Road, S. W., 4345 Griffin Road, S. W., four unaddressed lots on Gruen Road, S. W., and three unaddressed lots on Van Winkle Road, S. W., from MXPUD, Mixed Use Planned Unit Development, to INPUD, Institutional Planned Unit Development, subject to certain conditions; and dispensing with the second reading of this ordinance by title. (For full text of ordinance, see Ordinance Book No. 77, page 404.) Council Member Ferris moved the adoption of Ordinance No. 40190- 031615. The motion was seconded by Council Member Lea. Due to a personal interest in the abovementioned public hearing, Council Member Rosen advised that he would reframe from participating in any discussions; and read the following statement for the record: "STATEMENT OF CONFLICT OF INTEREST "I, Court G. Rosen, state that I have a personal interest in agenda item B.3., regarding the request of PR Homes, LLC, to rezone certain properties because I have a business relationship with an affiliate of PR Homes, LLC. Therefore, pursuant to Virginia Code Section 2.2 -3112, 1 must refrain from participation in this matter. I ask that the City Clerk accept this statement and ask that it be made a part of the minutes of this meeting. Witness my signature made this 161" day of March 2015. S /Court G. Rosen Court G. Rosen" (See copy of Statement of Conflict of Interest on file in the City Clerk's Office.) matter. The Mayor inquired if there were persons present who wished to speak on the Aubry Holmes, 4423 Pheasant Ridge Road, appeared and spoke in support of the rezoning amendment. Susan Echert, 5480 The Peaks Drive, Roanoke County, appeared and spoke in support of the rezoning amendment. There being no additional speakers, Mayor Bowers declared the public hearing closed. There being no questions and /or comments by the Council Members, Ordinance No. 40190 - 031615 was adopted by the following vote: AYES: Council Members Lea, Price, Tdnkle, Bestpitch, Ferns, and Mayor Bowers -6. NAYS: None -0. (Council Member Rosen abstained from voting.) OPERATING AGREEMENT 1-D Is PR HOMES LLC PAGE ARTICLE I DEFINITIONS .................................................................. ............................... -- ARTICLE D PURPOSE AND POWERS OF COMPANY ................................................2- ARTICLE III NAMES AND ADDRESSES OF MEMBERS: PRINCIPAL OFFICE... -3- ARTICLE IV VOTING POWERS, MEETINGS, ETC. OF MEMBERS ....................... .3- ARTICLE V MANAGERS .... .............................................................................. ....... ......... .5- ARTICLE VI CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS...... -8- ARTICLE VII RECORDS, REPORTS. ETC ...................... ........... ......... I ....................... . -9- ARTICLE VHI ASSIGNMENT: RESIGNATION._ .........................................................10- ARTICLE IX DISSOLUTION AND TERMINATION ...................... ............................... -IS- ARTICLE X MISCELLANEOUS PROVISIONS .............................. ............................... -17- THIS OPERATING AGREEMENT, dated as of May 30, 2006, by and among the undersigned parties, who by their execution of this Operating Agreement adopt this Agreement as the operating agreement of PR Homes LLC, a Virginia limited liability company (the "Company "), provides as follows: RECITALS: The Company has been organized as a limited liability company under the laws of the Commonwealth of Virginia effective as of May 30, 2006, and the undersigned parties wish to enter into this Operating Agreement in order to set forth the terms and conditions on which the management, business and financial affairs of the Company shall be conducted. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants and conditions herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows: ARTICLE I DEFINITIONS 1.01 The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein): (a) "Act" shall mean the Virginia Limited Liability Company Act, Va. Code 13.1 -1 000 et seq., as amended and in force from time to time. (b) "Articles" shall mean the articles of organization of the Company, as amended and in force from time to time. (c) "Capital Account" shall mean as of arty given date the amount calculated and maintained by the Company for each Member as provided in Section 6.04 hereof. (d) "Capital Contribution" shall mean any contribution to the capital of the Company by a Member in cash, property or services, or a binding obligation to contribute cash, property or services, whenever made. "Initial Capital Contribution" shall mean the initial contribution to the capital of the Company by a Member, as determined pursuant to Section 6.01 hereof. (c) "Code" shall mean the Internal Revenue Code of 1986 or corresponding provisions of subsequent superseding federal revenue laws. (f) "Corn an 'shall refer to PR Homes LLC. (g) "Entity" shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, frost, business trust, cooperative or other association. (h) "Manager" shall mean a manager of the Company, whose rights, powers and duties are specified in Article V hereof. (1) "Member" shall mean each Person that is identified as an initial Member in Article III hereof or is admitted as a Member (either as a transferee of a Membership Interest or as an additional Member) as provided in Article VIII hereof. A Person shall cease to be a Member at such time as he no longer owns my Membership Interest. 0) "Membership Interest' (i) Except as otherwise provided herein, shall mean the ownership interest of a Member in the Company, which may be expressed as a percentage equal to (a) such Members Capital Account divided by (b) the aggregate Capital Accounts of all Members. The Membership Interests may be recorded from time to time on a schedule attached to this Operating Agreement. (ii) For purposes of voting by the Members, the term Membership Interest shall mean the interest of a Member in the Company, which may be expressed as a percentage equal to (a) the sum such Members Capital Account plus loans made to the Company by such Member divided by (b) the sum of the aggregate Capital Accounts of all Members plus loans made to the Company by all Members. (iii) For purposes of allocating incomes, gains, losses, deductions, and credits to a Member, the term Membership Interest shall mean the interest of a Member in the Company, which may be expressed as a percentage equal to (a) the sum of such Members Capital Account plus loans made to the Company by such Member divided by (b) the sum of the aggregate Capital Accounts of all Members plus loans made to the Company by all Members. (k) 'Operating Agreement" shall mean this Operating Agreement, as originally executed and m amended from time to time. (1) "Perso " shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so admits. ARTICLE It PURPOSE AND POWERS OF COMPANY 2.01 Purpose. The purposes of the Company shall be to: (a) Own, acquire, manage, develop, operate, buy, sell, exchange, finance, refinance, and otherwise deal with real estate, personal property, and any type of business, as the Managers may from time to time deem to be in the best interests of the Company; (b) Acquire, own, buy, sell, invest in, trade, manage, finance, refinance, exchange, or otherwise dispose of stocks, securities, partnership interests, CDS, mutual funds, commodities, and any and all investments whatsoever, that the Managers may from time to time deem to be in the best interests of the Company; and (c) Engage in any other business and activities, and have all powers not prohibited by law, as the Members may deem to be in the best interests of the Company. 2.02 Powers. The Company shall have all powers and rights of a limited liability company organized under the Act, to the extent such powers and rights are not prescribed by the Articles. ARTICLE III NAMES AND ADDRESSES OF MEMBERS: PRINCIPAL OFFICE 3.01 Names and Addresses. Until the Company is otherwise notified by a Member, the names and addresses of the Members are as follows: James R. Smith 4415 Pheasant Ridge Road, Suite 302 Roanoke, Virginia 24014 BRAMBLETON AVENUE ASSOCIATES, INC. 4415 Pheasant Ridge Road, Suite 302 Roanoke, Virginia 24014 3.02 Principal Office. The principal office of the Company shall initially be at 4415 Pheasant Ridge Road, Suite 302, Roanoke, Virginia 24014. The principal office may be changed from time to time by the Managers. ARTICLE IV VOTING POWERS, MEETINGS, ETC. OF MEMBERS 4.01 In General. The Members shall not be entitled to participate in the day -to -day affairs and management of the Company, but instead, the Members' right to vote or otherwise participate with respect to matters relating to the Company shall be limited to those matters as to which the express terms of the Act, the Articles or this Operating Agreement vest in the Members the right to so vote or otherwise participate. 4.02 Actions Requiring Appraval of Members. (a) Notwithstanding any other provision of this Operating Agreement, the affirmative vote of the Members holding a majority of the Membership Interest shall be required in order for any of the following actions to be taken on behalf of the Company: (1) Amending the Articles or this Operating Agreement in any manner that materially alters the preferences, privileges or relative rights of the Members. (i i) Electing the Managers as provided in Article V hereof. (iii) Taking any action which would make it impossible to carry on the ordinary business of the Company. (v) Filing or consenting to filing a petition for or against the Company under any federal or state bankruptcy, insolvency or reorganization act. (v) Loaning Company funds to any Member. (vi) Setting any compensation or other remuneration for any Manager. (vii) Making any distribution of the assets of the Company to any Member. (viii) The indemnification of a Member pursuant to Section 4.12 hereof. (ix) The indemnification of a Manager pursuant to Section 5.08 hereof. (b) Unless the express terms of this Operating Agreement specifically provide otherwise, the affirmative vote of the Members holding a majority of the Membership Interests shall be necessary and sufficient in order to approve or consent to any of the matters set forth in Section 4.02(a) above or any other matters which require the approval or consent of the Members. 4.03 Action by Members. In exercising their rights as provided above, the Members shall act collectively through meetings and/or written consents as provided in this Article. Actions by the Members at meetings of the Members shall be recorded in written minutes and signed by all Members in attendance. 4.04 Annual Meeting. The annual meeting of the Members shall be held on the first Wednesday in July of each year at 10:00 a.m. or at such other time as shall be determined by the Managers for the purpose of the transaction of such business as may wine properly before the meeting. 4.05 Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Managers, and shall be called by the Managers at the request of any two Members, or such lesser number of Members as are Members of the Company, 4.06 Place of Meetine The place of any meeting of the Members shall be the principal office of the Company, unless another place, either within or outside the Commonwealth of Virginia, is designated by the Managers. 4.07 Notice of Meetings. Written notice stating the place, day and hour of any meeting of the Members and, if a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Managers, to each Member, unless the Act or the Articles require different notice. 4.08 Conduct of Meetings. All meetings of the Members shall be presided over by a chairperson of the meeting, who shall be a Manager, or a Member designated by the Managers. The chairperson of any meeting of the Members shall determine the order of business and the procedure at the meeting, including regulation of the manner of voting and the conduct of discussion, and shall appoint a secretary of such meeting to take minutes thereof. 4.09 Participation by Telephone or Similar Communications. Members may participate and hold a meeting by means of conference telephone or similar communications equipment by means of which all Members participating can hear and be heard, and such participation shall constitute attendance and presence in person at such meeting. 4.10 Waiver of Notice. When any notice of a meeting of the Members is required to be given, a waiver thereof in writing signed by a Member entitled to such notice, whether given before, at, or after the time of the meeting as stated in such notice, shall be equivalent to the proper giving of such notice. 4.11 Action by Written Consent. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if one or more written consents to such action are signed by the Members who are entitled to vote on the matter set forth in the consents and who constitute the requisite number or percentage of such Members necessary for adoption or approval of such matter on behalf of the Company. By way of example and not limitation, the Members holding a majority of the Membership Interests may take action as to any matter specified in Section 4.02 hereof by signing one or more written consents approving such action, without obtaining signed written consents from any other Members. Such consent or consents shall be filed with the minutes of the meetings of the Members. Action taken under this Section shall be effective when the requisite Members have signed the consent or consents, unless the consent or consents specify a different effective date. 4.12 Indemnification of Members. Provided the Member has acted in good faith and in the best interest of the Company, the Company shall indemnify each Member, whether serving the Company or, at its request, any other Entity, to the full extent pemtitted by the Act. The foregoing rights of indemnification shall not be exclusive of any other rights to which the Members may be entitled. The Managers shall, upon the approval affirmative vote of the Members holding a majority of the Membership Interest, take such action as is necessary to carry out these indemnification provisions and may adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. ARTICLE V MANAGERS 5.01 Powers of Manager. Except as expressly provided otherwise in the Act, the Articles or this Operating Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by a Chairman Manager, who shall be the chief executive Manager of the Company, a Vice - Chairman Manager, who shall be the chief operating Manager of the Company, and by such other Mangers as determined by the Chairman Manager. The Chairman Manager shall determine the duties of each other Manager. Any manager may act alone. The powers so exercised shall be subject to the limitations of Section 4.02 and include but not be limited to the following: (a) Entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company. (b) Opening and maintaining bank accounts, investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arangemems. Company funds shall not be commingled with funds from other sources and shall be used solely for the business of the Company. (c) Collecting funds due to the Company. (d) Acquiring, utilizing for the Company's purposes, maintaining and disposing of any assets of the Company including selling all or substantially all of the assets of the Company. (e) The delivery of any instrument transferring or affecting the Company's interest in real estate. (f) The delivery of any instrument transferring or affecting the Company's interest in personal property. (g) To the extent that funds of the Company are available therefore, paying debts and obligations of the Company. (h) Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings. (i) Employing from time to time persons, firms or corporations for the operation and management of various aspects of the Company's business, including, without limitation, managing agents, contractors, subcontractors, architects, engineers, laborers, suppliers, accountants and attorneys on such terms and for such compensation as the Managers shall determine. 0) Making elections available to the Company under the Code. (k) Obtaining general liability, property and other insurance for the Company, as the Managers deem proper. (1) Taking such actions as maybe directed by the Members in furtherance of their approval of any matter set forth in Section 4.02 hereof. (m) Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of the Company's purposes and necessary and appropriate to the conduct of its business. 5.03 Election Etc of Manager,. (a) The Members hereby unanimously elect James R. Smith as the Chairman Manager of the Company and Hunter D. Smith as the Vice Chairman Manager of the Company, to serve until the first annual meeting of the Members and until their respective successors shall be duly elected and qualified. (b) The Members shall elect one or more Persons as Managers at each annual meeting of the Company to serve until the next annual meeting of the Company and until their respective successors are duly elected and qualified. In addition, if any Person resigns or otherwise vacates the office of Manager, the Members shall elect a replacement Manager to serve the remaining term of such office, unless one or more other Persons are then serving as Managers and the Members determine not to fill such vacancy. A Person may be removed as a Manager by the Members with or without cause at any time. A Manager may, but shall not be required to, be elected from among the Members. A Manager may be a natural person or an Entity. Notwithstanding any of the foregoing provisions, the rights of the Members to elect and remove Managers shall be subject to the restrictions set forth in Section 5.03 hereof. (c) Unless otherwise expressly provided by the Act, the Articles, or the terms of this Operating Agreement, the approval or consent of the Chairman Manager shall be necessary and sufficient for the Managers to take any action on behalf of the Company that the Managers are authorized to take pursuant to the Act, the Articles or this Operating Agreement. 5.04 Execution of Documents and Other Actions. The Managers may delegate to one or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable in furtherance of any action that they have authorized on behalf of the Company as provided in Section 5.03 hereof. 5.05 Single Manager. If at any time there is only one Person serving as a Manager, such Manager shall be entitled to exercise all powers of the Managers set forth in this Section, and all references in this Section and otherwise in this Operating Agreement to "Managers" shall be deemed to refer to such single Manager. 5.06 Reliance by Other Persons. Any manager may act alone. Any Person dealing with the Company, other than a Member, may rely on the authority of a particular Manager or Managers in taking any action in the name of the Company, if such Manager or Managers provide to such Person a copy of the applicable provision of this Operating Agreement or the resolution or written consent of the Managers or Members granting such authority, certified in writing by such Manager or Managers to be genuine and correct and not to have been revoked, superseded or otherwise amended. 5.07 Manager's Expenses and Fees. A Manager shall be entitled, but not required, to receive a reasonable salary for services rendered on behalf of the Company or in his capacity as a Manager. The amount of such salary shall be determined by the Members. The Company shall reimburse any Manager for reasonable out- of-pocket expenses which were or we incurred by the Manager on behalf of the Company with respect to the start -up or operation of the Company, the on -going conduct of the Company's business, or the dissolution and winding up of the Company and its business. 5.08 Indemnification of Mangers. Provided the Manager has acted in good faith and in the best interest of the Company, the Company shall indemnify each Manager, whether serving the Company or, at its request, any other Entity, to the full extent permitted by the Act. The foregoing rights of indemnification shall not be exclusive of any other rights to which the Managers may be entitled The Managers shall, upon the affirmative vote of the Members holding a majority of the Membership Interest, take such action as is necessary to carry out these indemnification provisions and may adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. ARTICLE VI CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS 6,01 Initial Capital Contributions. The Initial Capital Contribution to be made by any Person who hereafter is admitted as a Member and acquires his Membership Interest from the Company shall be determined by the Members. 6.02 Additional Capital Contributions. The Members shall not be required to make additional Capital Contributions to the Company. 6.03 Interests and Return of Canital Contribution. No Member shall receive any interest on his Capital Contribution. Except as otherwise specifically provided for herein, the Members shall not be allowed to withdraw or have refunded any Capital Contribution. 6.04 Capital Accounts. Separate Capital Accounts shall be maintained for each Member in accordance with the following provisions: (a) To each Member's Capital Account there shall be credited the fair market value of such Member's Initial Capital Contribution and any additional Capital Contributions, such Member's distributive share of profits, and the amount of any Company liabilities that are assumed by such Member. (b) To each Member's Capital Account there shall be debited the amount of cash and the fair market value of any Property distributed to such Member pursuant to any provision of this Operating Agreement such Member's distributive share of losses, and the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company. (e) In the event any interest in the Company is transferred in accordance with the terms of this Operating Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. (d) The Capital Account shall also include a pro rata share of the fair market value of any property contributed by a person who is not a Member, such value to be the same value reported for federal gift tax purposes if a gift tax return is filed, and if not, the value in the case of real property shall be determined by an independent M.A.I. appraiser actively engaged in appraisal work in the area where such property is located and selected by the Managers, and otherwise by the certified public accountant or accountants then serving the Company. (e) If any Member makes a non -pro rata Capital Contribution to the Company or the Company makes a non -pro rata distribution to any Member, the Capital Account of each Member shall be adjusted to reflect the then fair market value of the assets held by the Company immediately before the Capital Contribution or distribution. 6.05 Loans to the Company. If the Company has insufficient funds to meet its obligations as they come due and to carry out its routine, day -to -day affairs, then, in lieu of obtaining required funds from third parties or selling it assets to provide required funds, the Company may, but shall not be required to, borrow necessary funds from one or more of the Members as designated by the Managers. 6.06 Effect of Sale or Exchange. In the event of a permitted sale or other transfer of all or a portion of a Membership Interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent they relate to the transferred Membership Interest. 6.07 Distributions. All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) shall be made to the Members in proportion to their respective Membership Interests. All distributions of cash or property shall be made at such time and in such amounts as determined by the affirmative vote of the Members holding a majority of the Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section. 6.08 Allocations of Income. Etc. Except as otherwise provided in Section 6.09 hereof, all items of incomes, gains, losses, deductions and credits, whether resulting from the Company's operations or in connection with its dissolution, shall be allocated to the Members for federal, state and local income tax purposes in proportion to their respective Membership Interests. 6.09 Allocation with Respect to Pr pert v. If, at any time during the Company's existence, any Member contributes to the Company property with an adjusted basis to the contributing Member which is more or less than the agreed fair market value and such property is accepted by the Company at the time of its contribution, the taxable income, gain, loss, deductions and credits with respect to such contributed property for tax purposes only (but not for purposes of calculating the Members' respective Capital Accounts) shall be shared among the Members so as to take account of the variation between the basis of the property to the Company and it agreed fair market value at the time of contribution, pursuant to Section 704(c) of the Code. ARTICLE VII RECORDS, REPORTS, ETC. 7.01 Records. The Company shall maintain and make available to the Members its records to the extent provided in the Act. 7.02 Financial and Operating Statements and Tax Returns. Within seventy -five (75) days from the close of each fiscal year of the Company, the Managers shall cause to be delivered to each Member a statement setting forth such Member's allocable share of all tax items of the Company for such year, and all such other information as may be required to enable each Member to prepare his federal, state and local income tax returns in accordance with all then applicable laws, rules and regulations. The Managers also shall cause to be prepared and filed all federal, state and local tax returns required of the Company for each fiscal year. 7.03 Banking. The funds of the Company shall be kept in one or more separate bank accounts in the time of the Company in such banks or other federally insured depositories as may be designated by the Managers, or shall otherwise be invested in the time of the Company in such manner and upon such terms and conditions as may be designated by the Managers. All withdrawals from any such bank accounts or investments established by the Managers hereunder shall be made on such signature or signatures as may be authorized from time to time by the Managers. Any account opened by the Managers for the Company shall not be commingled with other funds of the Managers or interested persons. 7.04 power of Attomev. (a) Each Member does hereby irrevocably constitute and appoint the Managers serving in office from time to time, and each of them, as such Members tme and lawful attorney, in his name, place and stead, to make, execute, consent to, swear to, acknowledge, record and file from time to time any and all of the following: (i) Any certificate or other instrument which may be required to be filed by the Company or the Members under the laws of the Commonwealth of Virginia or under the applicable laws of any other jurisdiction in order to conduct business in any such jurisdiction, to the extent the Managers deem any such filing to be necessary or desirable. (ii) Any amendment to the Articles adopted as provided in this Operating Agreement. (iii) Any certificates or other instruments which may be required to effectuate the dissolution and termination of the Company pursuant to the provisions of this Operating Agreement. (b) It is expressly understood, intended and agreed by each Member for himself, his successors and assigns that the grant of the power of attorney to the Managers pursuant to subsection (a) is coupled with an interest, is irrevocable, and shall survive the death or legal incompetency of the Member or such assignment of his Membership Interest. (c) One of the ways that the aforementioned power of attorney may be exercised is by listing the names of the Members and having the signature of the Manager or Managers, as attomey -in -fact appear with the notation that the signatory is signing as attorney- in-fact of the listed Members. ARTICLE VIII ASSIGNMENT: RESIGNATION 8.01 Assivmment GenerCy. Except as provided in Sections 8,02, 8.03, and 8.04 of this Operating Agreement, each Member hereby covenants and agrees that he will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or any part of his interest in the Company to any person, firm, corporation, trust or other entity without first offering in writing to sell such Membership Interest to the Company. The Company shall have the right to accept the offer at any time during the thirty (30) days following the date on which the written offer is delivered to the Company. Said written notice shall set forth in detail all of the terms and conditions of the offer. The affirmative vote of the non - assigning Members holding a majority of the Membership Interest not being assigned shall be required to authorize the exercise of such option by the Company. If the Company shall fail to accept the offer within the thirty (30) day period, such Membership Interest may during the following 60 days be disposed of free of the restrictions imposed by this Operating Agreement; provided, however, that the purchase price for such interest shall not be less and the terms of purchase for such interest shall not be more favorable than the purchase price and terms of purchase that would have been applicable to the Company had the Company purchased the interest; provided further 10 that the purchaser shall first become a Member pursuant to this Operating Agreement; and provided further that any interest not so disposed of within the 60 -day period shall thereafter remain subject to the terms of this Operating Agreement. Notwithstanding the preceding sentence, no assignee of a Membership Interest shall become a Member of the Company except upon the consent of a majority in interest of the non - assigning Members. 8.02 Gift to Family Member. Notwithstanding Section 8.01, a Member shall not be required to offer to sell his Membership Interest to the Company prior to transferring his Membership Interest to his spouse or any of his descendants, or to a trust the sole beneficiaries of which are one or more of his spouse and his descendants, provided that such transfer is by way of inter vivos gift or testamentary or intestate succession. Notwithstanding the preceding sentence, no assignee of a Membership Interest shall become a Member of the Company except upon the affirmative vote of the non - assigning Members holding a majority of the Membership Interest not being assigned. 8.03 Transfers from Custodianship. Notwithstanding Section 8.01, any Membership Interest which is held by a custodian for a minor under the laws of the Commonwealth of Virginia or any other state shall be fully transferable and assignable to the minor, without an offer being made to the Company, when the minor reaches the age of termination of such custodianship under the applicable statute. 8.04 Purchase of Certain Membership Interests. (a) Notwithstanding Section 8.01, if an Option Event (as defined below) occurs with respect to any Member (an "Option Member "), the Company shall have the option to purchase the Option Member's Membership Interest upon the terms and conditions set forth in this Section 8.04. For purposes of the foregoing, an "Option Event" shall mean the (i) the occurrence of any of the following events: death, total disability, permitted resignation, dissolution of a Member, or the occurrence of any other event that terminates the continued Membership of such Member in the Company, and (ii) the inability of a Member to pay his debts generally as they become due, or any assignment by a Member for the benefit of his creditors, or the filing by a Member of a voluntary petition in bankruptcy or similar insolvency proceedings, or the filing against a Member of an involuntary petition in bankruptcy or similar insolvency proceeding that is not dismissed within ninety (90) days thereafter. The tern "Option Member" shall include an Option Member's personal representative or trustee in bankruptcy, to the extent applicable. (b) Upon any Option Event occurring to an Option Member, the Option Member shall deliver written notice of the occurrence of such Option Event to the Company. The Company shall have the option, but not the obligation, to purchase the Option Member's Membership Interest at any time during the ninety (90) day period immediately following the date on which it receives notice of the occurrence of the Option Event. Such option shall entitle the Company to purchase such Membership Interest for the fair market value of such Membership Interest. The fair market value of the interest shall be the amount that the Option Member would receive in exchange for his entire interest in the Company if the Company sold all of its assets, subject to their liabilities, at their fair market value as of the date on which the Option Event occurred and distributed the net proceeds from such sale in complete liquidation of the Company. The affirmative vote of the non - Option Members holding a majority of the non- Option Membership Interest shall be required to authorize the exercise of such option by the Company. Such option must be exercised by delivery of a written notice from the Company to the Option Member during the aforementioned period. Upon delivery of such notice the exercise of such option shall be final and binding on the Company and the Option Member. (c) If the foregoing option is not exercised, the business of the Company shall continue, and the Option Member shall retain his Membership Interest. (d) The fair market value of the Option Member's Membership Interest shall be determined as expeditiously as possible by a disinterested appraiser mutually selected by the Option Member and the Company (the Company's selection being made by the non - Option Members). If the Option Member and the Company are unable to agree on a disinterested appraiser, then the Option Member and the Company shall each select a disinterested appraiser and if the disinterested appraisers selected are not able to agree as to the fair market value of the interest, then the two disinterested appraisers shall select a third disinterested appraiser who shall determine the fair market value. The determination of the fair market value of the Option Member's Membership Interest by the appraiser or appraisers shall be conclusive and binding an all parties. All costs of an appraiser mutually selected by the Option Member and the Company or the two disinterested appraisers shall be shared equally by the Option Member and the Company. All costs of an individually selected appraiser shall be home by the parties selecting such appraiser. (e) If the option to purchase the Option Member's Membership Interest is exercised by the Company, then not later than thirty (30) days after the date on which the appraisal described above is complete (the "Appraisal Date "), the Company shall make a distribution of property (which may be cash or other assets of the Company) to the Option Member with a value equal in amount to the fair market value of the Option Members Membership Interest; provided, however, that at the election of the Company such distribution to the Option Member may be made in five (5) equal annual installments, the first of which shall be made on the thirtieth (30th) day after the Appraisal Date and one of which shall be made on the same date in each of the four years thereafter, provided, further, however, that notwithstanding an election by the Company to make the distribution to the Option Member in five equal annual installments, the Company may accelerate without penalty all of such installments at any time or any part of such installment at any time. If the Company elects to make distributions to the Option Member in five equal annual installments as provided herein, the Company, in addition to such annual installments, shall pay the Option Member additional amounts computed as if the Option Member were entitled to interest on the undistributed amount of the total distribution to which the Option Member is entitled hereunder at an annual rate equal to the annual Federal Med -Term Rate in effect under Section 1274(d) of the Code, as determined on the 30th day after the Appraisal Date, which additional amounts, computed like interest, shall be due and payable on the same dates as the annual installments of the distribution payable to the Option Member hereunder. Any unpaid capital contributions of the Option Member and any damages occurring to the Company as a result of the Option Event shall be taken into account in determining the net amount due the Option Member at the dosing, and any excess of such unpaid capital contributions or damages over the amount due at closing shall be netted against subsequent installment payments as they become due. (1) If at a time when the Company has an option to purchase an Option Member's Membership Interest, it is prohibited from purchasing all or any portion of such . Membership Interest pursuant to the Act or my !oan agreement or similar restrictive agreement 12 the Option Member and the remaining Members shall, to the extent permitted by law, take appropriate action to adjust the value of the Company's assets from book value to a fair valuation based on accounting practices and principles that are reasonable under the circumstances in order to permit the Company to purchase such Membership Interest. If the Company becomes obligated to purchase an Option Member's Membership interest under this Section and the above action cannot be taken or does not create sufficient value to permit the Company to do so, the Company shall be obligated to purchase the portion of the Membership Interest it is permitted to purchase. (g) In order to fund any obligations under this Operating Agreement, the Company or the Members may maintain such life insurance policies on the lives of one or more Members as the Members determine from time to time to be desirable. (i) The Members may (but are not required to) purchase and maintain policies of disability and life insurance on the lives of each of the other Members to provide for their obligations under this Agreement. No Member shall possess any incident of ownership in any such policy insuring his life. The policies will be the sole property of the owner. No Member nor any successor, transferee, assignee, or personal representative of any Member shall have any collateral interest in any policy insuring his life. (ii) If all the Membership Interest of any living Member are transferred pursuant to this Agreement, and if all the obligations of the purchasing Member or Members for payment of the purchase price have been fully satisfied, the said living Member may cause to purchased from the owner any policy of insurance owned by the Company or any other Member insuring his fife, said policy for a price equal to the interpolated terminal reserve of such policy plus any prepaid premiums, less any policy indebtedness. (iii) Upon the death of a Member, the Company shall purchase and the estate of the deceased shall sell any policy of life insurance owned by such deceased Member insuring the life of any other Member, for a price equal to the net cash surrender value of such Policy plus any prepaid premiums, less any policy indebtedness. (iv) If a living Member sells his Membership interest pursuant to this Agreement and if such Member dies before receiving the entire purchase price, then the purchasing party or parties shall pay to the estate of said Member an amount equal to the lesser Of (t) the amount of the life insurance proceeds received by the purchasing party or parties on account of the death of said Member, (2) the remaining principal amount owned by the Purchasing party or parties to the Member as a result of the purchase of the Membership Interest. Such payment from life insurance proceeds shall be credited as a principal prepayment of any note given by the purchasing party or parties. To the extent of any remaining principal balance, such note shall continue in effect according to its terms. (h) For purposes of this Agreement and not withstanding anything herein to the contrary, if a Member becomes totally disabled, the following provisions shall app'.y to the disposition of his Membership Interest in the Company: (i) Definition: The term "total disability" or "total disabled" means the inability of a Member to perform substantially all of the regular duties of his position with the Company due to sickness or injury. In addition, a Member shall be conclusively deemed to be 13 totally disabled is he is determined eligible to receive disability benefits from (1) any policy of disability insurance issued by a commercial insurer, (2) a waiver of premium of benefit forming a part of any policy of life insurance, or (3) Social Security. If there is a dispute regarding the existence or continuation of a total disability, the Company may require the Member to submit to an examination by a medical doctor licenses to practice medicine in the Commonwealth of Virginia at such reasonable times as it may require but nor more frequently than once in any 90 day period, The Company shall pay for such examination. Any period of total disability shall be deemed to be continuing until the disabled person has either died or has not meet the definition set forth above for a period of three consecutive calendar months. (ii) Option to Purchase Membership Interest: After a Member has been totally disabled for a continuous period of twelve (12) months, the remaining Members shall have an Option to purchase all (but not less than all) of the Membership Interest then owned by the totally disabled Member, upon the price and terms set forth in the Agreement. Such Option shall be exercisable by written notice from the remaining Members to the disabled Member (or his personal representative). This Option shall be exercisable until the first to occur of (1) the termination of the disability by recovery or death, (2) the other conveyance of all the Membership Interest of the disabled Member in accordance with the terms and conditions of this Agreement. 8.05 Absolute Prohibition. Notwithstanding any other provision in this Article VIII, the Membership Interest of a Member, in whole or in part, or any rights to distributions there from, shall not be sold, exchanged, conveyed, assigned, pledged, hypothecated, subjected to a security interest or otherwise transferred or encumbered, if, as a result thereof, the Company would be terminated for federal income tax purposes in the opinion of counsel for the Company or such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company. 8.06 Transferee Acquiring Interest in Comoanv. No Person, other than the initial Members, who is a transferee of a Membership Interest in the Company shall be admitted as a Member of the Company, except upon the affirmative vote of the non - assigning Members holding a majority of the Membership Interest not being assigned. 8.07 Resi np ation. No Member shall be entitled to resign from the Company except upon the unanimous written consent of the Members. Any attempted resignation, without such consent shall be of no force or effect. 8.08 Effect of Prohibited Action. Any transfer or other action in violation of this Operating Agreement shall be void ab initio and of no force or effect whatsoever. 8.09 Rights of an Assignee. If an assignee of a Membership Interest is not admitted as a Member, such assignee shall nevertheless be entitled to receive such distributions from the Company as the assigning Member would have been entitled to receive under Section 6.07 of this Operating Agreement with respect to such Membership Interest had the assigning Member retained such Membership Interest. 8.10 Mexican Shootout. Notwithstanding the other provisions of Article VIII, in the event there arises a disagreement involving the management of the Company, a Member (the "Initiating Member ") shall have the right to offer to purchase the entire Membership Interest of 14 all the other Members (the 'Responding Members") by delivering a written notice to the Responding Members stating the purchase price for such purchase and the terms of payment. The Responding Members shall have 90 days to deliver a written notice to the Initiating Member stating whether one or more of the Responding Members accepts such offer on the terms proposed or elect to purchase the Initiating Member's entire Membership Interest on the same terms as proposed by the Initiating Member, adjusted to reflect the difference in Membership Interest (for example: if the Responding Members own 75% of the Membership Interest in the Company and the Initiating Member offers to pay $75 for their Membership Interest, the Responding Members may purchase the Initiating Member's Membership Interest in the Company for $25 [$75 / 75 %= $ I00 x 25 %= $25]). If one or more of the Responding Members so elect to purchase the Membership Interest of the Initiating Member, the Initiating Member most sell his Membership Interests in accordance will the terms of the initial offer. The purchase by the Initiating or Responding Member, as the case may be, contemplated above most take place within 30 days after the expiration of the 90 day period described above. Each Member shall pay his own costs in connection with any such purchase or sale. In addition to the amount for the Membership Interest, the offer must also include the payment of any loans made to the Company by the Member or Members who are selling. ARTICLE IX DISSOLUTION AND TERMINATION 9.01 Event of Dissolution. The Company shall be dissolved upon the first to occur of the following: (a) Any event which under the Articles requires dissolution of the Company. (b) The unanimous written consent of the Members to the dissolution of the Company. (c) At any time there are no members; however, unless otherwise provided in the Articles, the limited liability company is not dissolved and is not required to be wound up if, within six months or such period as is provided for in the Articles after the occurrence of the event that caused the dissociation of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company until the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member. in the Act. (d) The entry of a decree of judicial dissolution of the Company as provided (e) Any event not set forth above which under the Act requires dissolution of the Company. 9,02 Liquidation. Upon the dissolution of the Company, it shall wind up its affairs and distribute its assets in accordance with the Act by either or a combination of both of the following methods as the Members shall determine: 15 (a) Selling the Company's assets and, after the payment of Company liabilities, distributing the net proceeds therefrom to the Members in proportion to their Membership Interests and in satisfaction thereof, and/or (b) Distributing the Company's assets to the Members in kind with each Member accepting an undivided interest in the Company's assets, subject to its liabilities, in satisfaction of his Membership Interest. The interest conveyed to each Member in such assets shall constitute a percentage of the entire interests in such assets equal to such Member's Membership Interest. 9.03 Orderly Liquidation. A reasonable time as determined by the Managers not to exceed eighteen (18) months shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution. 9.04 Distributions. Upon liquidation, the Company assets (including any cash on hand) shall be distributed in the following order and in accordance with the following priorities: (a) First, to the payment of the debts and liabilities of the Company and the expenses of liquidation, including a sales commission to the selling agent, if any; then (b) Second, to the setting up of any reserves which the Managers (or the person or persons carrying out the liquidation) deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. At the expiration of such period as the Managers (or the person or persons carrying out the liquidation) shall deem advisable, but in no event to exceed 18 months, the Company shall distribute the balance thereof in the manner provided in the following subsections; then (c) Third, to the Members to the extent of their respective positive Capital Account balances in the ratio of said Capital Accounts, after first taking into account the allocations prescribed by Section 9.05 below; then Interest (d) Fourth, to the Members in proportion to their respective Membership s. (e) In the event of a distribution in liquidation of the Company's property in kind, the fair market value of such property shall be determined by a qualified and disinterested M.A.I. appraiser actively engaged in appraisal work in Newport News, selected by the Managers (or the person or persons carrying out the liquidation), and each Member shall receive an undivided interest in such property equal to the portion of the proceeds to which he would be entitled under the immediately preceding subsections if such property were sold at such fair market value. 9.05 Taxable Gain or Loss. Taxable income, gain and loss from the sale or distribution Of Company property incurred upon or during liquidation and termination of the Company shall be allocated to the Members as provided in Section 6.08 above. 9.06 No Recourse Against Members. Except as provided by law, upon dissolution, each Member shall look solely to the assets of the Company for the return of his Capital Contribution. If the Company property remaining after the payment or discharge of the debts 16 EXHIBIT A MEMBER MEMBERSHIP INTEREST lames R. Smith 99% Brambleton Avenue Associates, Inc. I % TOTAL 19 100% 10.08 Riehts and Remedies Cumulative. The tights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 10.09 Severabilitv. If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 10.10 Heirs. Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns. 10.11 Cr itors. done of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company. 10.12 Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 10.13 Entire Agreement. This Operating Agreement sets forth all of the promises, agreements, conditions and understandings between the parties respecting the subject matter hereof and supersedes all prior negotiations, conversations, discussions, correspondence, memoranda and agreements between the parties concerning such subject matter. The undersigned, being all the Members of the Company, hereby agree, acknowledge and certify that the foregoing Operating Agreement constitutes the sole and entire Operating Agreement of the Company, unanimously adopted by the Members of the Company as of the date first written above. JafY jy �_ Rrambleton Avenue Associates, Inc., By. ames R. Smith, president 18 STATE CORPORATION COMMISSION Richmond, May 30, 2006 `This is to certify that the certificate of organization of PR Homes LLC was this day issued and admitted to record in this office and that the said limited liability company is authorized to transact its business subject to all Virginia Caws applicable to the company and its business. Effective date: May 30, 2006 C130114 State Corporation Commission Attest: f.(er of tfie Camrtissia� LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PRMC, LLC This Limited Liability Company Operating Agreement (this "Agreement ") of PRMC, LLC, is effective as of the 14th day of July, 2015 by SP PR MC, LLC, a Virginia limited liability company, as its member (the "Member "). Capitalized terns used herein but not defined herein shall have the respective meanings ascribed to such capitalized terms in the Investment Agreement dated August I, 2015, among affiliates of the Member and others, as the same may be from time to time amended (the "Investment Agreement "). The Member in accordance with the Virginia Limited Liability Company Act, as amended from time to time (the "Act'), hereby agrees with the Company as follows: 1. Name. The name of the limited liability company shall be PRMC, LLC (the "Company"). Purpose (a) The Company is formed for the object and purpose of and the nature of the business to be conducted and promoted by the Company is, to acquire, hold, maintain, develop, improve, operate, sell, lease, finance, dispose of and otherwise invest in real property located in Roanoke City, Virginia, plus any contiguous land acquired to enhance such real property. (b) In furtherance of the Company's purpose and subject to the provisions hereof, the Company shall have the power to enter into and perform contracts, own, mortgage, lease, pledge or otherwise deal with assets, exercise all rights, powers, and privileges and other incidents of ownership with respect to assets or investments, borrow money and issue notes, drafts, and bills of exchange, lend any of its assets or funds, issue guaranties and indemnities, invest its liquid assets in short-term money market instruments and certificates of deposit, maintain one or more offices, rent space, engage and retain personnel and agents and undertake such other activities as may be necessary or desirable to achieve the Company's purpose. 3. Registered Office. The address of the registered office of the Company in the Commonwealth of Virginia is c/o 4423 Pheasant Ridge Road, Suite 301, Roanoke, VA 24014. 4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Virginia is Craig A. Penny. 5. Member. The time and the business, residence or mailing addresses of the Member is as follows: Name Address SP PR MC, LLC c/o Smith/Packett Med -Com, LLC 4423 Pheasant Ridge Road, Suite 301 Roanoke, Virginia 24014 Attention: Hunter D. Smith 6. Powers. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of the purposes described in Section 2 hereof, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the Commonwealth of Virginia. 7. Management; Officers. (a) The management of the Company shall be vested in the Member. James R. Smith and Hunter D. Smith, acting individually or jointly, are hereby designated as authorized persons within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company and, together with other persons that may hereafter be designated, such other certificates as may be necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. (b) Subject to the terms and conditions hereinafter set forth, the Member appoints James R. Smith as Chairman Manager and Hunter D. Smith as Vice Chaimtan Manager of the Company, to such capacities, James R. Smith and Hunter D. Smith shall each have the authority, acting individually or together, from time to time to execute, acknowledge and deliver, in the name and nu behalf of the Company, any and all documents, instruments and agreements, but only if directed to do so by the Member. The Member may revoke such authority and terminate James R. Smith or Hunter D. Smith, or both of them, at any time, with or without cause, by providing written notice to the terminated officer or officers. Such delegation of authority by the Member shall not cause the Member to cease to be the "manager" of the Company within the meaning of the Act. The Member, in its sole discretion, may ratify any act previously taken by an officer or agent acting on behalf of the Company. 8. Reliance by Third Parties. Any person or entity dealing with the Company may rely upon a certificate signed by the Member as to: (a) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company, and (b) the persons who or entities which are authorized to take any action or retrain from taking any action as to any matter whatsoever involving the Company. 9. Dissolution. The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the death, retirement, resignation, permanent disability, bankruptcy or dissolution of the Member or the adjudication of insolvency of the Member pursuant to a judgment or order which remains in force for ninety (90) days after its entry, (b) the sale, foreclosure or other disposition of all or substantially all of the property of the Company and the collection by the Company and distribution to the Member of all proceeds directly or indirectly from such sale (whether such proceeds be cash, notes or other property), but a disposition referred to in this subsection does not include the granting of a lien or security interest in any property of the Company, (c) the written consent of the Member, (d) the issuance of a decree by a court of the dissolution of the Company, or (e) the bankruptcy of the Company. 10. Capital Contributions. The Member has contributed $10 in cash, and other good and valuable consideration, as its initial capital contribution to the Company. 11. Additional Contributions. The Member may make, but shall not be required to make, any additional capital contributions to the Company. 12. Allocation of Profits and Losses. The Company's profits and losses shall be allocated to the Member. 13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. 14. Assignments. The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company. 15. Resignation. The Member may not resign from the Company. 16. Amendments. This Agreement may be amended or restated from time to time by the Member. IT Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act. 18. Liability and Indemnification, To the fullest extent permitted by applicable law, the Member and its Affiliates (collectively, the 'Indemnified Parties') are hereby indemnified by the Company for any loss, damage or claim by reason of any act or omission performed or omitted by it on behalf of the Company and in a manner reasonably believed by it or them to be within the scope of the authority conferred on it by this Agreement, except that the Indemnified Parties shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by it by reason of fraud, embezzlement, gross negligence, willful misconduct or breach of its fiduciary duty with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have personal liability on account thereof, or be required to make a capital contribution or loan to indemnify or otherwise reimburse any Indemnified Party. The losses, damages and claims for which the Indemnified Parties are indemnified hereunder shall include any loss, damage or claim under any guaranty or indemnity executed by an Indemnified Party with respect to any indebtedness of the Company so long as such indemnification is permitted by the terms of the applicable guaranty, indemnity and associated loan documents and such loss, damage or claim does not result from the fraud, embezzlement, gross negligence, willful misconduct or intentional breach of a material fiduciary duty of such Indemnified Party. As used herein, the term "Afliare" shall mean, with respect to any Member, a person or entity that (i) is directly or indirectly (through one or more intermediaries) in control of, under common control with, or controlled by a Member or (ii) is related by blood or marriage to an individual that directly or indirectly (through one or more intermediaries) controls a Member or (iii) is a person or entity that directly or indirectly (through one or more intermediaries) is in control of, under common control with, or controlled by a person or entity that is an Affiliate of a Member pursuant to clause (i) or clause (ii). For purposes of this definition, "control" means either (A) ownership of 10 percent (10 %) or more of the beneficial interest in an entity, or (B) possessing voting power with respect to an entity or otherwise possessing the power to direct the management and policies of an entity by contract or otherwise. 19. Governing Law. This Agreement shall be governed by, and construed under, the Laws of the Commonwealth of Virginia, all rights and remedies being governed by said laws. IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duty executed this Agreement as of the date and year first aforesaid. MEMBER: SP PR MC, LLC By: Smith/Packett Med -Com, LLC, a Virginia limited liability company, its manager By: Hutuer D. Smnh, Vice Chairman Manager ZONING DISTRICT MAP s ti 4414 Pheasant Ridge Road SW; 0, 4345, 0, 0, 0 Griffin Rd. SW; °� Y and 0, 0, 0 Van Winkle Rd. SW Off i I T P ,v l JOPLIN ND 54705'16 1ca ax arcels. 5460124, oa .� o o� a 5470517 5470301, 5470302, 6470303, v `�o °r,' X105 �, 5470304,5470305,5470306, .✓� S4705 18 5470307, 5470308 "Area to be Rezoned r `soS 2S � tr Conditional Zoning 5480401 � <� Zoning RA (Residential- Agrlcultu e) i R -12 (Res. Single - Family) 0t�� Ory R -7 (Res. Single - Family) 5p�� �pu R -5 (Res. Single-Family) 6x26 Oh ,O� a R -3 (Res. Single - Family) O 06 RM -1 (Res. Mixed Density) RM -2 (Rea. Mixed Density) 5a RMF (Res. Multi - Family) CN (Commercial - Neigh) ' CG (Commercial - General) CLS (Commercial -Large Site) PylEll,S it D 1 -1 (Light Industrial) 8100E 1 -2 (Heavy Industrial) D (Downtown) 7 r` O"L S r.� MX (Mixed Use) IN (Institutional) a ROS (Rec 8 Open Space) AD (Airport Devi MXPUD (Mixed Use Planned Unit Dev) bOp127 yam/ INPUD (Institutional Planned Unit Devi '4x. xM IPUD (Industrial Planned Unit Day) ® OF (Urban Flex) u n ` ry 460 0 200 400 Feet wr'O N I I 1 I I s N 5460777 Wo I logo I ROANOKE Department of Planning, Building and Development „ Room 166. Noel C Taylor Munlual Bwldmg 215 Church Avenue. S h Rcanoke. Virginia 24011 Phone (54018531730 Fax 1540) 853 1230 Date. 09,04,2W5 - Submittal Number li. Rezoning Not Othervese listed _ Amendment or Proffered Conditions Rezoning Conditional „] Amendment of Planned Line Development Plan Rezoning to Planned Unit Development ,_ Amendment of Compneherswe Sign Overlay Disecl Establisnment of Comprehensive Sign Overlay D¢tnct Address ,Pheasant Ridge Road Roanoke, VA 74014 Df sa! Tax Nolsi 5,,uti W0301, 5470301 5410303, 5470304 5470305 5470306 5470301. 541030- _ _ - _ _ - -- -- - 1V:t,, Conditions Existing Base Zoning 4NPUD lnvntunonal Plannrd Unit Development It multiple zones. please manually ere, at districts bV,:hput Conditions Ordinance Nu(sl for Existing Condn.ons Ut appllcaolel _ -- _. Wi(k Darddmbs Proposed _. -... Requested Zoning NPUD. InsOWUonal Planned U i -- •Nn "dot ;endiron, Land Use Name. PR Homes, t LC _. _. Pbale Number 1 ' 1540) 114 1762 Address '4473 Pheasant Ridge Road Suve 301 Roanoke. VA 24014 = -Mail if,el,res:asmnlipacken coin Property Owner's Sig ' re Name 'PRMC, LLC Phone Number 1'.5401174 7 767 Address 4423 P am Ridge Road Suite 301 Roanoke VA 24014 E Matl eholmes,amrthpxken rnm Applicant's S gnature - - -- — gone N,:mber ' Ad.d'ess E -'Rail ANnonzeo Age ^1's 9gna:ce ROANOKE • Completed application form and checklist • 'vyrher narrative explaining the reason for me request - Metes and bounds description f aop6cable f- Fiiirgfee Concept plan meeting the Application Requirements of Item 2(c) ' In Zoning Amendment Procedwes Nrlften proffers- See the City's Guide to Proffered Conditions. Concept plan meeting the Application Requirements of item 2ic1 in Zoning Amendment Procedures Tease label as 'development plan if proffered. 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 ;121 of the Cry s Zonng ONmance Amended development or cori plan meeting the Application Requirements M item tic; in Zom.ng Amendment Procedures .f appScable 'v4nhen pane's lobe amended See ;ne Citys Guide to Poll Wee Conditions. Copy of previously adopted Ordinance. Amended development plan meeting the regwreme ^Is of Section 35.2325 of the City s Zoning Ordinance Copy of prevlcus ;y adopted Ordinance _ Amended comprehensive sgnage plan trnetng the requirements of Section 362 33&J) of the Cty's Zoning --romance Copy of previously adopted Ordinance "- A gaff¢ Impact Study n compliance with Appendix 9-2(e) of the City s Zoning Ordinance - Cover shout . iraffc mpact analysis Concise, plan — Pmfferlso condnions, f appl rob PI, -- Required fee. 'An electron c copy of the apploatior and chemist can oe found at www roane.eva govtpbd by Selecting Plannirg Commission under 9na•ds and Commissions 4 complete packet mist be suommed each time an application is amended. unless otherwise specified by staff L KIRK LIRIM11N.1 -\ H 111.]IFNIARION. lk. NI '.,I I L' LUMSDEN ASSOCIATES, P.C. 111 "' "' D \II 11. l lMOt 111 11111 LIL1 1. 1. 1.:\RR1 11N .Li IN t.a. [NGINII f-.RS- SURVI'1'f1R`; -P1'i ll NFRI I ne'R1) 11 INN 11\\ II LA. UTIRrN` P 11 M\bl N 1• F u+q FIR : \111111 I11M1 \\! \IL - \N" I'lll \ xJ.� Yu\\uAI \ \li.lr pill .% a ^f all I\\ Vii ?I`�.po r\IAII V.\Ilnl \111 i ]11 MI'. (hri. Chitlum. Director Planning. Building and De\ elupmcnt I.'it\ of Roanoke 215 Church Aue_ Rm, 166 Roanoke VA 24011 I1car ('hn+. septcnrbcl 4. 'OG r RECEIVED SL(' 4 CIiY OF NuAmv f PLANNING BUILDING d DEVELOPMENT Re. 11hcavml Ridge Wilton ('are I ac No. 5460127 X others ('nmm '_1114 -247 on hehalf of Smith: Paekcll. \Le are submitting the Zoning Amendment application we divcussed en Nlonday. August ? 1. Please Lind cncloud the lollo\\ing items: • ( completed Application for it Zoning Amendment l Ine (1) cap} ol'the /oning Name menl package • Full -+fled cop, each of the tollmving cvhihils: v V 1. Development Plan c B- 1. Pheasant Ridge NlelllOn (are I IevaCl)nv (P\o 121 sheet.) c B -a_. Phcanant Ridge Alsklcd I. i%ine hlevaiiam (one I I I 111ec1) • Reyicvv tie cheek in the antounl,4$500.00 • Recie\\ (ee cheek in (he am"'Im of $SS(l.(Ifl Yhonld \ou hall, a11\ quc,iums or eoli cuts. or require additional intormation. plcucc do n,l lie" is t, call or clnail. \'cn trld\ \ours. L1LIMSI)LN ASS111, IA I IS. I'd'. Ilovvnnl V Hoggcss- II. L.. -T P1111Ccl Manager 111111 h nclosures (op�Ill \1v. Auhun 11,11111Q, "Mill' l'aLken Mcf('oln I"it emaill VknaWR Pu4:'n /amok 1mtaC ^.ax A;gJnat'um iax Mop A,x A10 10'4 P"wm Addrku W4 Pheasant RNk, Rand. <W fua M'aP Ao 'd`0101 Pr,er, AddIv, -J UnOin Road. SU P. MAP Nn 5410111:. nn�PCm AJJress 4;45 Cr, In RJAJ. AU Tay Map Nu 5410103, PmP Address. I 010r, Rued. SW Ihs MAP Nn 5470104. Prupen> Adl¢ 0 GM FFI Rued. SW Tn MAI N2. 54'01x5, Pr,,"ry AJdreas 0 Gri1TP Road Sw 14x M, NO 5411111e. F•igcm ,5larrss 01,. A,41, Read. VU f u Map N, W010' pgperty Ad�>r�a 0 bon Winklc R.1-1 �U I MAP N... 14'U;ntl, Pmpartv AJdr:vr O b m Winkl< R I Id. nw l�gnafm .r! Tuner rt S1knmrtk e' Apo pan' Pd Ml LT�C P4 L�ne._ I .u.wrlyd the +r urmp .0 -11m. 1 .111.1 -11 y I n W A Iola{ 1 elA Pbcn.n W Jt.Jg_ Fr. , 11 Ik r ..m m lie .`a lei Adjoining Property Owners ProVOertY Address Ta+ID Mading s owner 4373 Gn in Rd SW 5470206 4321 GriNin RDSW ROanSuit VA 24014 Griffin R Vmge Paul Andrew & toy lave 5470413 4423 Pheasant Ridge Rd Sulk 301 Ro +rwkr VA 24014 vN Nmm� lLC mes LLRS 0 GnHm RD SW 5470412 4423 Pheasant Ridge 0.d Suite 301 Roarwke VA 24014 UNHL I llC 4334 G,U,,, RD SW 54704!1 4423 Pheasant Ridge Rd Suite 301 Roanoke VA 24014 MAL Moldings l lit OGrifNn Ad SW 54704:0 4350 Griffin Rd SW Roanoke VA 24014 CIdYlur Hedry ) )R & Caaolyn 0 4350 Griffin RD SW 5470109 310 H leflerson St Roanoke, VA 24016 1 HS Fast Baptist Church U Grdhn RD SW 5470409 4372 Gruen RD $W Roanoke, VA 24000 We o6 Nnrhard B lR 4372 GrRfin RD SW 5470712 4323 Gnffin RD SW Roanoke, VA 24074 Page Paul Andrew g Joy Faye 4404 Van Winkle RD SW 5470713 4422 Van Winkle RD SW Ruanokq VA 24014 Muse RUhy Mare 4422 Van Winkle RD SW 247 0310 4437 Van Wink a RD SW Roanoke, VA 24014 tdwards GbnaM 4437 Van Winkle RD SW 5460165 4423 Pheasant RMge RD SW suite 301 Roanoke. VA 24014 RnanMe II Investors, LC N28 pleasant Ridge RD St 5470130 4423 Pheasant Ridge RD SW Suite 301 Roanoke, V4 24014 Pheasant Ridge DHnr Buildings lit 4423 Pheasant Ridge RD SW 5470129 4423 Pheasant Ridge RD SW Suite 303 Roars AL Pleasant Ridge DR¢+ Buildings ILL. 4419 Pheasant Ridge RD SW N Tatum BLVD STF 1630-630 phoenix, 85050 ven:es Phrasent Ridge LLC 4435 Pheasant Ridge RD SW 5460130 5470ttsdale. 116 21001 PO Bua 4900 Dept 124 Sco K 85261 B,.mnr GA Aprdlo 14.h Holdings I',C 4210 Franklin RD SW 4324 Van Winkle RD SW Roanoke, VA 24014 4384 Van Winkle RD SW 5470711 Rye ChadesW i 0 AFFIDAVIT APPLICANT: PR Homes, LLC LOCATION: Pheasant Ridge Road Tax No, 5460124, 5470301, 5470302, 5470303, 5470304, 5470305, 5470306,5470307,5470308 REQUEST: Amendment of the Planned Unit Development Plan pertaining to Pheasant Ridge Road COMMONWEALTH OF VIRGINIA ) TO -WIT: CITY OF ROANOKE ) The affiant, Tina M. Carr, 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 oaf the City of Roanoke, she has sent by first -class mail this .2 -I r��� ay of ,/J,, �y . 2015, notices of a public hearing to be held on this /_'`" 7A of /X?� �ioz . 2015, on the request captioned above to the owner or agent of the parcels as set out on the attached. Tina M. Carr SUBSCRIBED AND SWORN to before me, a Notary Public, in the City of Roanoke, Virginia, this -2-1_ day of Yto2 *Au6r/- , 2015. MARRYL W.CHILDRESS Note ublic NOTAR4 PUBLIC ', `OMMONWEALTH Oi VIRGINIA REGISTRAtION #7626165 MYCOMISSIONEXPIRES' Owner HCP Virginia, Inc. Ventas Pheasant Ridge, LLC Roanoke IL Investors, LLC Brixmor GA Apollo I Sub Holdings, LLC Pheasant Ridge Office Buildings, LLC Paul Andrew Paige and Joy Faye Paige Gloria M. Edwards Richard B. Webb, Jr. TRS First Baptist Church Henry J. Claytor, Jr. and Carolyn D. Claytor DNAL Holdings I, LLC PR Homes, LLC Eric W. Ratliff and Hope M. Ratliff Charles W. Rye Ruby Marie Muse n u Address PO Box 847 21001 N Tatum Blvd Ste 1630 -630 4423 Pheasant Ridge Rd SW Ste 301 PO Box 4900 Dept 124 4423 Pheasant Ridge Rd SW Ste 301 4323 Griffin Rd SW 4437 Van Winkle Rd SW 4372 Griffin Rd SW 310 N Jefferson St 4350 Griffin Rd SW 4423 Pheasant Ridge Rd 301 Ste 4423 Pheasant Ridge Rd SW Ste 301 4320 Griffin Rd SW 4384 Van Winkle Rd SW 4422 Van Winkle Rd SW City Carlsbad Phoenix Roanoke Scottsdale Roanoke Roanoke Roanoke Roanoke Roanoke State Zip CA 92018 AZ 85050 VA 24014 AZ 85261 VA 24014 VA 24014 VA 24014 VA 24000 VA 24016 Roanoke VA 24014 Roanoke VA 24014 Roanoke VA 24014 Roanoke VA 24014 Roanoke VA 24014 Roanoke VA 24014 The Roanoke Times Account Number Roanoke, Virginj�Ti CLERrHiccUCI OyRlgii ( 6011439 Affidavit of Publication Date CITY OF ROANOKE - PDV Attn Tina M Carr October 06, 2015 STEPHANIE MOON, CITY CLERK 215 CHURCH AVE, SW, SUITE 456 ROANOKE, VA 24011 Date Category Description Ad Size Total Cost 10112/2015 Municipal Notices PUBLIC HEARING NOTICE All public hearings advertised he 1 x 207 L 1,957.84 Publisher of the Roanoke Times I, (the undersigned) an authorized representative of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice PUBLIC HEARING NOTICE A was published in said newspapers on the following dates: 09/29.10/06/2015 The First insertion being given... 09/292015 Newspaper reference: 0000222050 v — � B ling Rep esentative Sworn to and subscribed before me this Tuesday, October 6, 2015 I'Al . aw 11 �S� Notary 161ic State of Virginia City /County of Roanoke My Commission expires I nio 10 NU t A GILL. PLEASE PAY FROM INVOICE. THANK YOU PUBLIC HEARING NOTICE All public hearings advertised bemin 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 Avenue S.W., Roanoke, Virginia. Any person wiin a disability requiring any special accommodation to attend 0o taiiciPaPlanning, hNu'Jtl fig should Development at Offi) 8531130 at least flue days prior to the scheduled hearing, The camm on will hold npublic M1 arings on October 12, 2015, at 130 Add, or as consa5 the matters may be heard, to ider ores, appliae °ns: Application by Franklin Road Properties. LIT, to rezone pmpertY located at 3302 Franklin Read, SW., bearing ORkial Tax Non 1300121 from R 12, Residential Single Family District, to Ml Mixed Use District, with a condition. The application Is to develop the property for Parking, off site. In substantial conformity with a pmfferetl development plan dated July 8, 2015, subject to certain changes. The land use categories permitted In M% Include residortiak accommodations and group living commercial', embly Intl m entembinentl pubRq institutional a ntl community facilities; iransportatibe utility) agrieulWral, and a..... pry used; with a maximum of one deltin9 unit per 2,500 square feet of cot area and a maximum floor area mdo al 10. The comprehensive plan designates the pormorly for single family medium restrict new freestanding signing, to may he heard, conform with im,fid ble Omage remarementz for the CN District at the Stephanie M- Moan Reynold, MMC. time apphcation is made fora new sign city Clerk peramn The land use categories permitted In CG vichold The City of Roanoke Board of Zoning accommodations and group living; Appeals will hold public bearings oa commercial; industrial; assembly and October 14, 2015, at 1:00 Sm., or as entertainment{ public, institutional and on as the matter may be heard. to unity fadlities; transportation'' 00 neidertheseappllcatmns: utility: agrioulNtal: and accessory u mll with a manna °°f area ratio Application filed by Lisa Forms for 01 sSp, The damineholl plan property located at 5016 WBlramson designates the property for small and Roatl. kW., bearing Official Tax NO medium scale commern'IaI' 219041, coned MX, Mixed Use Distinct. Apidomion from PRMC, LLC, to amend far a special excepti00 pursuant to the Planned Unit Development Plan as Section 36.2 315, Zoning, Code of the If pertains l0 4414 PoedSant Ridge City of Roanoke (1979), as amended, to Road. SW., bearing official Tax No . permit oge e getup [ facility, SIWli4: 4345 Griffin Road SW., es[abli9M1lvent nomeare ItlerlY bearing official Tax N, 5410302; four addressed lots On GnRn Road S. A. Application filed by Rod Brown for bearing Official Tax Ni 5420301, property located at 3N1 Cove Road, 5420303, 5410304. 54701e; and three N,H baring Official Tax NO 2480106. ppdedre5'Oil lot, On Van Winkle Road, zoned R4, Rmidenfial Sin dciffiily S.W., bearing Official Tax Nos. 5410306, piSVid, for A special exception X10307 , X00308. The appication is to peen or to Section 363 -311. Zoning, Permit tNCtion f buill CIXk ofthe City of Roanoke (1919) as musing a uiz four (54) un t memory amended, to permit a family day home re Ruder and a areD (90) unit establishment posted living facility such a changed site befilm afion than previously Application filed by Mary C. Durdly for permitted by the Institutional Planned properly located at 31b Acadian Development Plan in cOMedion Ave, S W., bearing ofhcral Tax No with the passage of ordlnance No. 1560618, zoned R 7. Residential5ingle- 4019bo3I615 adopted by City Council Family Datuct to'0 special Cr e0tion an March IQ 2015. The land u pu¢uant to Section 362411 Zonings Uteg°des permlHed In the INPUD Code Of the City of Roanoke (1979) n DmUct Indutle residential mended to permit a home5tay accommodations and group living' establishment. commercial: sembly Intl entertainment public, lmtitudoned Intl Thin M. Carr. Secretory, OF, Board of community facilities; iranspOrtatian Zoning Appeals WIND, agricultural; aM ssary With a maximum density of one (222050) .... ouching unit per 1,800 square feet of lot are, The menmommove plan designates the property for nixed density residential and single family residential use, but dces not sorlitv density. The proposed u of the preaamily groom d M Il nnty din approximately one dwelling unit per Application by Hunter Real Estate Public hearing to amerM Sec. 363 311. Good, LLC, to rezone property located Use table for residential districts. 125111 Intl 2518 Williamson Road RE. Chapter 36], Zoning, of the Ca of the bearing Official Tax Nos. 3090227 and City of RO.Oke(1979), as amentletl. as 3090225, respectively, from ON, It relates to permitting Accessory Uses, Commercial Ned hborbwd District to "Home occupation, personal service; CG, Commecorl Gordon District, With in certain residential difficts. The t°nditi0ns. The application is to permit amendment corrects a SQ'IVeneri he expansion of a motor ,hire sales coot from a previous anendmmd and and service establishment, used TOO allows as a permitted accessory use, proflerod conditions restrict land use' "Home occupation, perwnal servile' in moo lttetl to only those uses which are R-f. Rdium sal 5ingfef roily Distinct; permitted in bath the CN Intl CG R Residential Sim,leiamify District districts and Motor vehicle rental and RM -2, Residential Mixed Density establishment with inventory on site: DisNCt. Motor vehicle (motorcycle) sales and ervice establishment, new; Intl Motor Tina M. Carr, Secretary, CITY Planning vehicle sales and Commission ice Property used; slate [M1at the sropertY will be tlevelWith City tho will hold Wblic ,cooing' r RI substantial plan date with a n are aon October 15, 2 development for doled nge,; ! appl'rp T. o oa .0 a 19, mat a 2015, subject to certain changes; anC p,00 pm.. or as soon as the makers 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 Avenue, S.W., Roanoke, Virginia. 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 public hearings on October 12, 2015, at 1:30 p.m., or as soon as the matters may be heard, to consider these applications: Application by Franklin Road Properties, LLC, to rezone property located at 3302 Franklin Road, S.W., bearing Official Tax No. 1300121 from R -12, Residential Single - Family District, to MX, Mixed Use District, with a condition. The application is to develop the property for Parking, off site, in substantial conformity with a proffered development plan dated July 8, 2015, subject to certain changes. The land use categories permitted in MX include residential; accommodations and group living; commercial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum of one dwelling unit per 2,500 square feet of lot area and a maximum floor area ratio of 1.0. The comprehensive plan designates the property for single - family medium density. Application by Hunter Real Estate Group, LLC, to rezone property located at 2514 and 2518 Williamson Road, N.E., bearing Official Tax Nos. 3090227 and 3090225, respectively, from CN, Commercial- Neighborhood District, to CG, Commercial - General District, with conditions. The application is to permit the expansion of a motor vehicle sales and service establishment, used. The proffered conditions restrict land uses permitted to only those uses which me permitted in both the CN and CG districts and Motor vehicle rental establishment, with inventory on site; Motor vehicle (motorcycle) sales and service establishment, new; and Motor vehicle sales and service establishment, used; state that the property will be developed in substantial conformity with a development plan dated August 8, 2015, subject to certain changes; and restrict new freestanding signage to conform with applicable signage requirements for the CN District at the time application is made for a new sign permit. The land use categories permitted in CG include accommodations and group living; commercial; industrial; assembly and entertainment; public, institutional and community facilities; transportation; utility; agricultural; and accessory uses; with a maximum floor area ratio of 5.0. The comprehensive plan designates the property for small and medium scale commercial. Application from PRMC, LLC, to amend the Planned Unit Development Plan as it pertains to 4414 Pheasant Ridge Road, S.W., bearing Official Tax No. 5460124; 4345 Griffin Road, S.W., bearing Official Tax No. 5470302; four unaddressed lots on Griffin Road, S.W., bearing Official Tax Nos. 5470301, 5470303, 5470304, 5470305; and three unaddressed lots on Van Winkle Road, S.W., bearing Official Tax Nos. 5470306, 5470307, 5470308. The application is to permit construction of buildings housing a sixty -four (64) unit memory care facility and a ninety (90) unit assisted living facility with a changed site configuration than previously permitted by the Institutional Plumed Unit Development Plan in connection with the passage of Ordinance No. 40190- 031615, adopted by City Council on March 16, 2015. 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 uses; with a maximum density of one dwelling unit per 1,800 square feet of lot area. The comprehensive plan designates the property for mixed density residential and single family residential use, but does not specify density. The proposed use of the property is group care facility and multifamily residential with approximately one dwelling unit per 2,360 square feet of lot area. Public hearing to amend Sec. 36.2 -311, Use table for residential districts, Chapter 36.2, Zoning, of the Code of the City of Roanoke (1979), m amended, as it relates to permitting Accessory Uses, "Home occupation, personal service," in certain residential districts. The amendment corrects a scrivener's error from a previous amendment and allows as a permitted accessory use, "Home occupation, personal service" in R -7, Residential Single - Family District; R -5, Residential Single - Family District; and RM -2, Residential Mixed Density District. Tina M. Carr, Secretary, City Planning Commission City Council will hold public hearings on the aforesaid matters and applications on October 19, 2015, at 7:00 p.m, or as soon as the matters may be heard. Stephanie M. Moon Reynolds, MMC, City Clerk The City of Roanoke Board of Zoning Appeals will hold public hearings on October 14, 2015, at 1:00 p.m, or as soon as the matter may be heard, to consider these applications: Application filed by Lisa Frontus for property located at 5046 Williamson Road, N.W., bearing Official Tax No. 2190521, zoned MX, Mixed Use District, for a special exception pursuant to Section 36.2 -315, Zoning, Code of the City of Roanoke (1979), as amended, to permit a group care facility, congregate home, elderly establishment. Application filed by Gail Brown for property located at 3037 Cove Road, N.W., bearing Official Tax No. 2480106, zoned R -7, Residential Single- Family District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a family day home establishment. Application filed by Mary C. Dutilly for property located at 3127 W oodlawn Ave, S.W., bearing Official Tax No. 1560618, zoned R -7, Residential Single - Family District, for a special exception pursuant to Section 36.2 -311, Zoning, Code of the City of Roanoke (1979), as amended, to permit a homestay establishment. Tina M. Carr, Secretary, City Board of Zoning Appeals Please publish in newspaper on Tuesday, September 29, 2015, and Tuesday, October 6, 2015 Please bill and send affidavit of publication to: Tina M. Carr Secretary to the Board of Zoning Appeals Secretary to the Planning Commission Planning Coordinator Planning, Building & Development City of Roanoke Noel C. Taylor Municipal Building 215 Church Avenue, SW, Room 166 Roanoke, VA 24011 540/853 -1330 tina.carr @roanokeva.gov Please send affidavit of publication to: Stephanie M. Moon Reynolds, MMC, City Clerk 215 Church Avenue, S.W., Suite 456 Noel C. Taylor Municipal Building Roanoke, Virginia 24011 -1536 (540) 853 -2541 CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 'hunch Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 Telephone (540)853 -541 Fax: (540)853 -1145 E -mail: elerkOroanokeea.gO° CECELI AT. WEBB, CMC S'I'Fill IAN IE M. MOON REYNOLDS, MMC Acting Depaty City Clerk City Clerk October 20, 2015 Daniel J. Callaghan City Attorney Roanoke, Virginia Dear Mr. Callaghan: 1 am enclosing copy of Ordinance No. 40372- 101915 authorizing the conveyance of a permanent drainage easement containing approximately 0.239 acres across City -owned property known as a portion of Brown Robertson Neighborhood Park situated at 0 10th Street, N. W., designated as a portion of Roanoke Official Tax Map No. 2050402, and a temporary construction easement containing approximately 0.775 acres, across a portion of the Park, such portion being parts of the lots designated as Roanoke Official Tax Map Nos. 2050402, 2050305, 2050306, and 2050307, to the Commonwealth of Virginia, Department of Transportation, such Easements in support of VDOT's 10th Street Improvement Project; authorizing the City Manager to execute deeds of easements and other necessary documents to convey the Easements to VDOT; ratifying and confirming City Council's intent for the fee simple conveyance to VDOT of a 0.556 acre portion of the Park consisting of Roanoke Tax Map Nos. 2050402, 2050305, 2050306 and 2050307, as authorized by Ordinance No. 39890- 031714, upon certain terms and conditions. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015; and is in full force and effect upon its passage. Sincerely, tStephanie M. Moon gQoal My MC City Clerk Enclosure Daniel J. Callaghan, City Attorney October 20, 2015 Page 2 PC: Jim Henegar, Virginia Department of Transportation (VDOT), 731 Harrison Avenue, Salem, Virginia 24153 Christopher P. Morrill, City Manager Drew Harmon, Municipal Auditor Barbara A. Dameron, Director of Finance R. Brian Townsend, Assistant City Manager for Community Development Sherman M. Stovall, Assistant City Manager for Operations Bob Bengtson, Director, Public Works Mark Jamison, Manager, Transportation Division I 1 J IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. . No. 40372 - 101915. AN ORDINANCE authorizing the conveyance of a permanent drainage easement containing approximately 0.239 acres across City -owned property known as a portion of Brown - Robertson Neighborhood Park situated at 0 (zero) 10th Street, N.W. ( "Park "), designated as a portion of Roanoke Official Tax Map No. 2050402, and a temporary construction easement containing approximately 0.775 acres, across a portion of the Park, such portion being parts of the lots designated as Roanoke Official Tax Map Nos. 2050402, 2050305, 2050306, and 2050307, (collectively, the "Easements ") to the Commonwealth of Virginia, Department of Transportation ( "VDOT "), such Easements in support of VDOT's 10 "' Street Improvement Project ( "Project "); authorizing the City Manager to execute deeds of easements and other necessary documents to convey the Easements to VDOT; ratifying and confirming City Council's intent for the fee simple conveyance to VDOT of a 0.556 acre portion of the Park consisting of Roanoke Tax Map Nos. 2050402, 2050305, 2050306 and 2050307, as authorized by Ordinance No. 39890- 031714, upon certain terns and conditions; and dispensing with the second reading of this ordinance by title. WHEREAS, pursuant to Ordinance No. 39890 - 031714, adopted by City Council on Martin 17, 2014, City Council authorized the conveyance to VDOT of approximately 1. 13 acres of City -owned property designated as portions of Official Tax Map Nos. 2050402 and 2050307, as such parcels were identified on the plat attached to the City Council Agenda Report dated March 17, 2014; WHF.RE.AS, subsequent to the adoption of Ordinance No. 39890-03 1714, VDOT revised the Project's plans and only requital a 0,556 acre portion of the City owned parcels identified above; WHEREAS, pursuant to Ordinance No. 40305- 072015, adopted by City Council on July 20, 2015, City Council authorized the vacation of an approximately 0.556 acre portion of the Park designated as portions of Official Tax Map Nos. 2050402 and 2050307, as such parcels were identified on the plat attached to the July 20, 2015, City Council Agenda Report, WHEREAS, VDOT misidentified the area designated on the plat as Roanoke Official Tax Map, No. 2050307, as the area affected by the Project in actuality consisted of Roanoke Official Tax Map Nos. 2050305, 2050306, and 2050307, and the plat was subsequently revised by VDOT to correct this error, although the square footage of the area to be conveyed VDOT as shown on the original plat remained the same; WHEREAS, VDOT needs the Easements in connection with the Project; and WHEREAS, a public hearing was held on October 19, 2015, pursuant to Sections 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 conveyance of such Easements. NOW THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke that- L The granting of the Easements to VDOT, as more particularly described in the City Attorney Letter to City Council dated October 19, 2015, is hereby approved, The City Manager is hereby authorized, for and on behalf of the City, to execute the necessary documents providing for the conveyance to VDOT of (1) a permanent drainage easement containing approximately 0.239 acres across City -owned property (mown as a portion of the Park, designated as a portion of Roanoke Official Tax Map No. 2050402; and (2) a temporary 2 construction easement containing approximately 0.775 acres, across City -owned property known as a portion of the Park, and said portion being portions of City -owned properties designated as Roanoke Official Tax Map Nos. 2050402, 2050305, 2050306, and 2050307 (collectively, the "Easements "). Conveyance of the Easements to VDOT is in support of the Project, and as more particularly stated in the City Attorney Letter to City Council dated October 19, 2015. 2. City Council hereby confirms and ratifies its actions pursuant to Ordinance No. 39890 - 031714, adopted by City Council on March 17, 2014, to provide for the conveyance to VDOT of a 0.556 acre portion of the Park in fee simple consisting of portions of City -owned parcels designated as Official Tax Map Nos. 2050305, 2050306, and 2050307 and a portion of a City -owned parcel designated as Roanoke Official Tax Map No. 2050402. 3. All documents necessary for the above conveyances shall be in form approved by the City Attorney. 4. Pursuant to the provisions of Section 12 of the City Chatter, the second reading of this ordinance by title is hereby dispensed with. ATTEST: City Clerk. 3 ci�4 Im Daniel J. Callaghan City Attorney CITY OF ROANOKE OFFICE OF THE CITY ATTORNEY 464 MUNICIPAL BUIIDING 215 CHURCH AVENUE, SW ROANOKE, VIRUINIA 24011 -1595 The Honorable David Bowers, Mayor and Members of City Council Roanoke, Virginia TELEPHONE 540-853,2431 FAX 540. 853.1221 EMAIL: cif ,,) @arznok,a ,,ov October 19, 2015 Timothy R. Spencer Steven J. Talevi David L. Collins Heather P. Ferguson Laura M. Carini Assistant City Attorneys Re: Authorize Conveyance of Easements across Portions of City Owned Property Designated as Official Tax Map No. 2050402, 2050305, 2050306, and 2050307, to the Commonwealth of Virginia, Department of Transportation in Support of the loth Street Improvement Project Dear Mayor Bowers and Members of Council: Background: By Ordinance No. 39890 - 031714, adopted on March 17, 2014, City Council authorized the conveyance of approximately L13 acres of City -owned property designated as portions of Official Tax Map Nos. 2050402 and 2050307, which area is a portion of Brown- Robertson Neighborhood Park ( "Park ") to the Commonwealth of Virginia, Department of Transportation ( "VDOT "), in exchange for approximately 0.289 acres of land to be conveyed to the City by VDOT located at 1522 10th Street, NW. This exchange of properties was to be made in connection with VDOT's 10th Street Improvement Project ( "Project "). The National Park Service approved the exchange as required by the restrictions which encumber the Park property. Subsequently, VDOT revised its plans and sought to acquire approximately 0.556 acres of land rather than the 1.13 acres of land that was a portion of the Park. By Ordinance No. 40305- 072015, adopted on July 20, 2015, City Council authorized the vacation of a 0.556 portion of Brown- Robertson Park as depicted on a plat prepared by VDOT. While the VDOT plat depicted the area of City -owned land to be acquired by VDOT accurately, the plat misidentified one of the City -owned parcels as Official Tax Map. No. 2050307, as the area affected where, in actuality, the 0.556 acres consisted of portions of Official Tax Map Nos. 2050305, 2050306, and 2050307. VDOT has since corrected its plat to properly identify the tax parcels. The actual area of City -owned property to be conveyed to VDOT is unaffected by this error in references to tax map parcels. The plats prepared by VDOT also depict a temporary construction easement encumbering approximately 0.775 acres of land located on portions of Official Tax Map No. 2050402, 2050305, 2050306, and 2050307, and a permanent drainage easement encumbering approximately 0239 acres of land located on a portion of Official Tax Map No. 2050402 to be conveyed to VDOT by the City. These easements were not previously authorized by City Council. Considerations: VDOT has informed the City that it needs to acquire these property interests in order for VDOT to be able to certify the Project to the Federal Highway Administration for advertisement and construction. Without this certification, VDOT has informed City staff that the schedule for the Project cannot be maintained. Because the proposed easements will not prevent the area of the land across which the easements will be placed from being used for park purposes, and the City will still be considered the owner of such land, this matter is not required to be placed before the Planning Commission for referral to City Council. VDOT has already obtained approval from the National Park Service for the conveyance of these easements by the City to VDOT. Conveyance of the easements is in the best interests of the City and its citizens. The public hearing will additionally give City Council the opportunity to ratify and confirm its intent to convey portions of Official Tax Map Nos. 2050305 and 2050306, along with a portion of Official Tax Map No. 2050307, to VDOT, pursuant to Ordinance No. 39890- 031714. Recommended Action: Authorize the City Manager to execute the necessary documents providing for the conveyance of a permanent drainage easement to VDOT across a portion of the Park, designated as Official Tax Map No. 2050402, and the conveyance of a temporary construction easement to VDOT across a portion of the Park, designated as Official Tax Map Tax Map Nos. 2050305, 2050306, and 2050307; ratify and confirm City Council's intent pursuant to Ordinance No. 39890 - 031714 to convey portions of Official Tax Map Nos. 2050305 and 2050306, along with a portion of Official Tax Map No. 2050307, to VDOT in fee simple, such conveyances to be in support of the VDOT's 10th Street Improvement Project. All documents shall be upon form approved by the City Attorney. Sincerely, Daniel J. allaghan City Attorney Christopher P. Morrill, City Manager R. Brian Townsend, Assistant City Manager for Community Development Sherman Stovall, Assistant City Manager for Operations Barbara Dameron, Director of Finance Troy D. Harmon, City Auditor Stephanie Moon Reynolds, City Clerk Robert Bengtson, Director of Public Works Mark Jamison, Manager of Transportation as q; „� i�'; 'ni�Piifl:sa 't \ \° aaessi.i 99pp g, 7 � ��� � o �' �ii ��� !�'�r!� @ @'ISaa'I� @g�I�P'I @ � i� a�I � 9I i a ,P;.s� @�' @- a. "'.PG �P; �e!�i! f G. al Pa �j4. I� !!e4 — � ,i i i f as P a� ' P- �° @ �i { ig ip ,j iii i i i i i i i i e � — a,� P it �@ �@ � @�p,�iei[iiitilil�Bi � !� i i' i,i i i @Pi @ifi @i'Pi @,iP -1 »_'a � r- I I— ! i i� l j l- a�9a �s��i @lad i j i a � i - ' ' � i - i � - �i: - i9e EPa D i P! 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TAYLOR MUNICIPAL the. °x to chn BUILDING 215 CHURCH AVENUE, &W, ROOM 456 ROANOKE, VA 24011 101122015 rein s. mprra t "- - �r Ad Size Total Cost Date Category Description NOTICE OF PUBLIC HEARING City Council will M1oltl a public 1 x 72 L 39832 10118}21)15 Municipal Notices Publisher of the Roanoke Times NOTICE OF PUBLIC HEARING Newspaper reference: 0000223716 iv coanan win bme a mantic M1eaimg° an O=[obe, to, 2015, at ]000 the I, (the undersigned) an allthorized representative of the pup me.ean- as v be °nea d mr he tmnete, a daily news a Be ubI shad in Roanoke, in the Times, P P P ofalte monent freemen} }mm me cloy Roanoke Y °I .... ° to of Tr eat '°^ Oc°artment of Tanzpo ail State of Virginia, do certify that the annexed notice NOTICE OF V rginia. proximatellyrt0239 '^'nom ^part'' was in said newspapers on the aVDLITolto , n fit k. PUBLIC HEARING published known Brown annelorm an �p.ated w�em a�ome„m r following dates' the. °x to chn 101122015 rein s. mprra t "- - �r The First insertion being given ... 10112/2015 nt1c.2- -ee - o,°f'isz`faootnano senno s1a. forte m vniuma oem> that j mythreac ireo ue'en' e v Newspaper reference: 0000223716 "hat will hold a Subgu'f meePng be me after at ni, r x a, . or O topber 1In 2 1 P.m I cam- nci fne "fail. N °el .e Chamber ' o ll ' TaylotMUnlcipal caur no. 15 church nup. say ampere V1 plina, 24011 . pvrtm ,ii m,manon l W v na le from the Office of City clerk for the City Bi ing Representative a (54m a13-2s41. at nr Remake l ne sM1au have rmnnv m be near¢ am exphe" their a flat deeiet n9 areez fo! °'M1 this Monday, October 12, 2015 oft he Sworn to and subscribed before me roposed e,ho m snot anal the nano see I b t T UY filar e k f! c 6 ay an 1 11 on I mr error, n9- 9 natl Otb 1.2w 1�1 th If r �I'1}(�I01. lAlWV� \i'1 C.. t al' one v n^ a oeac 'na t t on, I n n le Genty 3z 11 ra re NOta Public k one rt ao>a s. moo noon on rhamaav, o=to 2015, clock —do, mon Ifni ni 12th State of Virginia G day at Omitir— 'a1.6. City/County of Roanoke < > M I steeharn a M. Moon neon °tae 11 cry clerk My Commission expires (v(30 IS (222216) THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU ;c NOTICE OF PUBLIC HEARING City Council will hold a public hearing on October 19, 2015, at 7:00 p.m., or as soon thereafter as the matter may be heard, for the transfer of a permanent easement from the City of Roanoke to the Commonwealth of Virginia, Department of Transportation ( "VDOT ") on an approximately 0.239 acre portion of City owned property known as Brown- Robertson Park, located within Official Tax Map No. 2050402 and in the southwestern portion of such Park, situated at 10`n Street, N.W., Roanoke, Virginia, and for the transfer of a temporary construction easement from the City of Roanoke to VDOT on an approximately 0.775 acre portion of such Park, located within Official Tax Map Nos. 2050402, 2050305, 2050306, and 2050307, such permanent easement and temporary construction easement to assist in the management of stormwater in the vicinity of the location of the easements, in connection with VDOT's Tenth Street Improvement Project. Pursuant to the requirements of Section 15.2 -1800 and Section 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, October 19, 2015, commencing at 7:00 p.m., in the Council Chamber, 4 °i Floor, 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 such matter. Copies of the plat depicting the areas of the proposed easements and the proposed ffi ordinance Church available in the City Clerk's office, Room 456, Noel C. Taylor Municipal Building, Avenue, S.W., Roanoke, Virginia, 24011, beginning Monday, October 12, 2015. 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, October 15, 2015. GIVEN under my hand this 8th day of October , 2015. Stephanie M. Moon Reynolds City Clerk Note to Publisher: Please publish in full once in the Legal Section of the Roanoke Times, on Monday, October 12, 2015. Please send bill to: Jim Henegar Virginia Department of Transportation (VDOT) 731 Harrison Avenue Salem, VA 24153 affidavit of publication to: Stephanie M. Moon Reynolds, City Clerk 4th Floor, Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 456 Roanoke, Virginia, 24011 CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 'I depkone: (540) 853 -2541 Fnx: (5411)853 -1145 S ITI I ANIL M. MOON REYNOLDS, MMC I': %mail: elerk(nhovmkew.gov City Clerk CECELIA T. W EBB, CAL Acting Depnly City Clei k October 20, 2015 Daniel J. Callaghan City Attorney Roanoke, Virginia Dear Mr. Callaghan: I am enclosing copy of Ordinance No. 40373 - 101915 authorizing the City Manager to execute the appropriate documents for the vacation of an existing 15' drain easement held by the City across private real property designated as Roanoke Official Tax Map Nos. 5100534 and 5100535, owned by Gatewood Green, LLC, in exchange for the dedication of a new 10' drainage easement to the City across an adjacent parcel of real property owned by Gatewood designated as Roanoke Official Tax Map No. 5100527, in connection with Gatewood's development of such real property for commercial Purposes, upon certain terms and conditions. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015; and is in full force and effect upon its passage. �Sincerely, Q�J (a�e moo City Clerk Enclosure Daniel J. Callaghan, City Attorney October 20, 2015 Page 2 pc: Christopher Burns, Balzer and Associates, Inc., 1208 Corporate Circle, S. W., Roanoke, Virginia 24018 Christopher P. Morrill, City Manager Drew Harmon, Municipal Auditor Barbara A. Dameron, Director of Finance R. Brian Townsend, Assistant City Manager for Community Development Sherman M. Stovall, Assistant City Manager for Operations Bob Bengtson, Director, Public Works Mark Jamison, Manager, Transportation Division IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015. No. 40373 - 101915. AN ORDINANCE authorizing the City Manager to execute the appropriate documents for the vacation of an existing 15' drain easement held by the City across private real property designated as Roanoke Official Tax Map Nos. 5100534 and 5100535, owned by Gatewood Green, LLC (`Gatewood "), in exchange for the dedication of anew 10' drainage easement to the City across an adjacent parcel of real property owned by Gatewood designated as Roanoke Official Tax Map No. 5100527, in connection with Gatewood's development of such real property for commercial purposes, upon certain terms and conditions; and dispensing with the second reading of this ordinance by title. WHEREAS, a public hearing was held on October 19, 2015, pursuant to Sections 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 drainage easement; and WHEREAS, the vacation of the existing drainage easement is in the best interests of the City and its citizens as more particularly described in the City Attorney Letter to City Council dated October 19, 2015. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: I. City Council hereby consents to and approves the vacation of the existing 15' drainage easement held by the City across private real property owned by Gatewood designated as Roanoke Official Tax Map Nos. 5100534 and 5100535, and accepts the dedication by Gatewood to the City of the new 10' drainage easement across private real property owned by Gatewood designated as Roanoke Official Tax Map No. 5100527, in connection with Gatewood's development of such property for commercial purposes, upon such terms and conditions, as are more particularly described in the City Attorney Letter to Council dated October 19, 2015, and the plat attached to that report. 2. The City Manager is authorized to execute on behalf of the City of Roanoke, the appropriate documents providing for the vacation of such 15' drainage easement, and the dedication to the City of such 10' drainage easement. All such documents shall be upon form 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. ATTEST: 1 t+ City Clerk. 2 CITY OF ROANOKE OFFICE OF THE CITY ATTORNEY 464 MUNICIPAL BUILDING 215 CHURCH AVFNUE, SW KOANOKF VIRCINIA2401 M595 Daniel J. Callaghan TELEPHONE 540. 853 -2491 City Attorney FAX 540 - 853.1221 EMAII : kel-a.goc October 19, 2015 The Honorable David Bowers, Mayor and Members of City Council Roanoke, Virginia Timothy R. Spencer Steven J. Talevi David L. Collins Heather P. Ferguson Laura M. Carini Assistant City Attorneys Re: Authorize Vacation of Drainage Easement Previously Dedicated to City Across Official Tax Map Nos. 5100534 and 5100535, and Dedication of New Drainage Easement Across Official Tax Map No. 5100527 in Support of the Gatewood Green Development Dear Mayor Bowers and Members of Council: Background: The City of Roanoke, Virginia, was previously dedicated an existing 15' stonn drain easement across Official Tax Map Nos. 5100534 and 5100535, by plat on record in the Clerk of Circuit Court's Office for the City of Roanoke in Map Book I, Page 1165. Gatewood Green, LLC ( "Gatewood Green ") currently owns these parcels, together with properties designated as Official Tax Map Nos. 5100528 and 5100527, all of which parcels are located at the intersection of Mcvitty Road, S.W., and Gatewood Ave. S.W., in the City of Roanoke. Gatewood Green is currently st'gthese trt parcels medical sbt other s tipurposes, and hs equeedthe Ciyvacate heexiing15' sorm drra n ae ent n order to accommodate the development. In exchange for vacating the existing storm drain easement, a new l0' public drainage easement will be dedicated to the City across Official Tax Map No. 5100527, and a variable width private drainage easement across Official Tax Map No. 5100535 to be maintained by Gatewood Green will be created, to allow for stormwater drainage. Considerations: Vacation of the existing drainage is necessary referenced above to be developed for Com mer ial purposes, and is in the best interests of the City and its citizens. Recommended Action: Authorize the City Manager to execute the necessary documents that vacate the existing easement previously dedicated to the City across Official Tax Map No. 5100534 and 5100535, and to accept 5100527. All such documents hall be upon form approved app oved by the City Attorney. Tax Sincerer Darnel J(/(�allag n City Attorney c: Christopher P. Morrill, City Manager R. Brian Townsend, Assistant City Manager for Community Development Sherman Stovall, Assistant City Manager for Operations Barbara Dameron, Director of Finance Toy D. Harmon, City Auditor Stephanie Moon Reynolds, City Clerk Robert Bengtson, Director of Public Works Dwayne D'Ardenne, Stormwater Manager •�, •� � � Ise a ¢ as g °_ oo � � °s_ _ b N/y a ? d . ^MS_ 711N3r1 b' GOOM-71VO Sam r – v — a fm W �L r ' ne�ma n a z ,C I dg z P e� M z I � -oSSo .Pogo 'K'r n v ° IT _ ° w i _ ° of ° V5a o5 y w=& :m w WI ° . aq L a¢.3o bxry I 05 aY - 3- °-°- dN,a 3 - w a 9 0 _ - S$o z_a BAUER AND ASSOCIATES, INC. Atto Christopher Burns 4TH FLOOR, NOEL C TAYLOR MUNICIPAL BUILDING 215 CHURCH AVENUE, S W. ROOM 456 ROANOKE, VA 24011 Date Category 10/1812015 Municipal Notices NOTICE OF PUBLIC HEARING GIVEN u .mm ..... ._... bay of October. 2015. StephancM M000 cut Clelk (223]2]) _.I.I�k� Ncc lP.l ly FM101o Account Number The Roanoke �1E5 Roanoke, Virginia 6041997 Affidavit of Publication Date October 12, 2015 Description Ad Size Total Cost NOTICE OF PUBLIC HEARING The City of Roanoke propose 1.671- ]5 52 Publisher of the Roanoke Times I, (the undersigned) an authorized representative of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice NOTICE OF PUBLIC HEARING was published in said newspapers on the following dates: 10112/2015 The First insertion being given ... 10/1212015 Newspaper reference: 0000223727 BB li presentati e Sworn to and subscribed before me this Monday, October 12, 2015 THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU rota iun�;,� Notary blic S State of Virginia ' aeGismarory I, '- My County of Roanoke �,; I �' My Commission expires '`its, 30 YIPG104, THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU ) NOTICE OF PUBLIC HEARING The City of Roanoke proposes to vacate an existing 15' storm drain easement across Official Tax Map Nos. 5100534 and 5100535, situated at McVitty Road, S.W., Roanoke, Virginia (`Burdened Parcels ") at the request of the owner of the Burdened Parcels, Gatewood Green, LLC ( "Gatewood Green"), in order for Gatewood Green to develop the Burden Parcels for medical office space and other commercial purposes. In consideration for vacating the existing storm drain easement, a new 10' public drainage easement will be dedicated to the City across Official Tax Map No. 5100527, and a variable width private drainage easement across Official Tax Map No. 5100535 to be maintained by Gatewood Green will be created, to allow for proper stonnwater drainage. Pursuant to the requirements of Section 15.2- 1800(B), and Section 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, October 19, 2015, commencing at 7:00 p.m., in the Council Chambers, 4's Floor, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. Further information, including a copy of the plat depicting the existing drainage casement to be vacated and the proposed new drainage casement and the proposed ordinance to vacate the existing drainage casement, 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, October 15, 2015. GIVEN under my hand this 8M+ day of October, 2015. Stephanie M. Moon City Clerk. Note to Publisher: Please publish in full once in the Legal Section of the Roanoke Times, on Monday, October 12, 2015. Please send bill to: Christopher Burns Balzer and Associates, Inc. 1208 Corporate Circle, S. W., Roanoke, Virginia 24018 Please send affidavit of publication to: Stephanie M. Moon Reynolds, City Clerk 4o Floor, Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 456 Roanoke, Virginia, 24011 CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Aw.iue, S. W., Suitt, 456 Roanoke, Virginia 24011 -153fi relepuune: (540)853 -4541 pov: (540)X53 -1145 ,S1P11ANIE M. MOON REYNOLDS, MMC ('ily Clerk October 20, 2015 Christopher P. Morrill City Manager Roanoke, Virginia Dear Mr. Morrill: CECELIA 1'. Wt1DD, CMC Acting Depnly City Clerk I am enclosing copy of Ordinance No. 40374 - 101915 authorizing the execution of a lease agreement and services agreement with Virginia Western Community College Educational Foundation, Inc., for the lease of an approximately 0.1671 acre parcel of City -owned property located at 709 South Jefferson Street, S. W., known as the former Gill Memorial Hospital Building, designated as Roanoke City Official Tax Map No. 1020510. The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular meeting held on Monday, October 19, 2015; and is in full force and effect upon its passage. Sincerely, yn Moo M. Moo y oo d City Clerk Enclosure pc: Daniel J. Callaghan, City Attorney Barbara A. Dameron, Director of Finance R. Brian Townsend, Assistant City Manager for Community Development Wayne F. Bowers, Director, Economic Development J 1 ,. IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA The 19th day of October, 2015, No. 40374- 101915. AN ORDINANCE authorizing the City Manager to execute a lease agreement and services agreement with Virginia Western Community College Educational Foundation, Inc. ( "Foundation "), for the lease of an approximately 0. 1671 acre parcel of City-owned property located at 709 South Jefferson Street, S.W., Roanoke, Virginia, known as the former Gill Memorial Hospital Building (`Gill Memorial Property "), designated as Roanoke City Official Tax Map No. 1020510; and dispensing with the second reading of this ordinance by title. WHEREAS, a public hearing was held on October 19, 2015, pursuant to Sections 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 lease. THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows: I . The City Manager is hereby authorized to execute, in a form approved by the City Attorney, a lease agreement with the Foundation to lease an approximately 0. 1671 acre parcel of City -owned property located at 709 South Jefferson Street, S.W., Roanoke, Virginia, designated as Roanoke City Official Tax Map No. 1020510, to be operated by the Foundation, or its designee, as an acceleration center focused primarily on connecting early stage companies to Peers, mentors, and investors at the Gill Memorial Property, for a term of five years, commencing on the date the Foundation, or its designee, first occupies the Gill Memorial Property ("Lease"), The Lease shall be substantially similar to the proposed lease attached to the Management Services Agreement (`Services Agreement ,,), a copy of which Services Agreement is included in the City Council Agenda Report dated October 19, 2015, The City Manager is O Leave we Services Agi...... .V WCCEF.10 -19 -15 I- authorized to execute the Services Agreement. The Services Agreement sets forth the terms under which the Foundation, or its designee, will operate the acceleration center. Pursuant to the terms of the Lease and Services Agreement, the Foundation, m- its designee, will pay a nominal rent to the City, and the City, subject to appropriation, will pay operational expenses of the acceleration center that exceed revenues generated at the acceleration center, up to $25,000 annually during the term Of the lease, as more particularly described in the City Council Agenda Report dated October 19, 2015. Tine form of the Lease and the Services Agreement shall be approved by the City Attorney. 2. The City Manager is further authorized to execute such other agreements and documents, and take such other actions, deemed necessary to effectuate, implement, administer, and enforce the Lease and the Services Agreement. The form of such other agreements and documents shall be 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. ATTEST: City Clerk. 0 -Lease end Services Agreement -V WCCEF 10.19 -15 2 STATEMENT OF CONFLICT OF INTEREST 1, David B. Trinkle, state that I have a personal interest in agenda item C -7 for the regular session of City Council for Monday, October 19, 2015, set for 7:00pm, or as soon thereafter as the matter may be reached, regarding the public hearing to consider the proposal of the City to enter into a lease agreement with Virginia Western Community College Foundation, Inc. for property located at 709 South Jefferson Street, S.W., Roanoke, Virginia, known as the former Gill Memorial Hospital Building that the City will acquire from Carilion Services, Inc. because my employer, Carilion Clinic, is affiliated with Carilion Services, Inc. I have not participated in this transaction on behalf of my employer. Therefore, pursuant to Virginia Code Section 2.2 -3112, I must refrain from participation in this matter. I ask that the City Clerk accept this statement and ask that it be made a part of the minutes of this meeting. Witness the following signature made this 19 " day of October, 2015 (Seal) ADavid B Vice Mayor and Member of Council CITY COUNCIL AGENDA REPORT To: Honorable Mayor and Members of City Council Meeting: October 19, 2015 Subject: Proposed Management Services Agreement and Lease with the Virginia Western Community College Educational Foundation, Inc. for the Lease Conveyance of City -owned Property located at 709 South Jefferson Street Background: The Virginia Western community College Educational Foundation, Inc. (Foundation) has expressed an interest to enter into a five year lease agreement with the City to operate an acceleration center (Acceleration Center) focused primarily on connecting early stage companies to peers, mentors, and investors at the property known as the former Gill Memorial Hospital Building (Gill Memorial Property) located at 709 South Jefferson Street (Official Tax Map No. 1020510). In addition to operating the Acceleration Center, the Foundation will also serve as sub - landlord and property manager for the Gill Memorial Property. Terms for the lease and management of the Gill Memorial Property are contained in the attached Management Services Agreement and Lease Agreement. Renovation of the Gill Memorial Property for its use as an Acceleration Center will be financed by a $600,000 grant provided to the City by the Virginia Department of Housing and Community Development's (DHCD) Industrial Revitalization Fund. The City will be entering into a separate contract with DHCD to accept those funds. The Gill Memorial Property is approximately 11,616 square feet and consists of three stories and a basement situated on a 0.1671 acre parcel. The Gill Memorial Property is currently owned by Carilion Services, Inc. Carillon Services, Inc. and the City entered into ), Option l to which optioneAg October ment, the city will acquire amended (Option Agreement), pursuant Gill Memorial Property. for Agreement for nominal annual a term of five years, whiich termcommenceson thedate the Foudndat on, or e ts designee, first occupies the Gill Memorial Property. Considerations: Among the salient points to consider in relation to this Agreement are the following: • The Foundation or its designee shall operate and manage the Acceleration Center, collect subtenant rents, and pay all operating expenses; • The Roanoke - Blacksburg Innovation Network will assist the Foundation with the operation of the Acceleration Center in several ways, including: programs fundraising thatf suSpport entree efneursf anddcompan companies uI ed within specific Acceleration Center; The Foundation is seeking additional funding from the Economic grant oof $40,000 Authority of the for they purRchasekof(Efurniture the and fixtuform of nand pment offset operating expenses, followed by a request for 820,000 per year over a three -year period to offset operating expenses. The EDA will consider this request on October 21, 2015; The City will assist in offsetting any deficit in years when operating expenses exceed operating revenues by providing a cash payment to the Foundation. This payment is not to exceed $25,000 per year. Attached is a financial pro forma that contains annual revenue and expense projections at different occupancy levels and assumes the EDA operating grant is approved; and The Foundation will be required to operate the Acceleration Center and manage the Gill thatfi iirste full rlyear, opthe yFooundationtmuayynotify the tCt y ofaits t after to ear of the renegotiate the terms of the Management Services Agreement and the Lease Agreement. Should the two entities fail to agree on renegotiated terms after a period of ninety Services Agreement 9and days, he Lease Agreement nwith six terminate e monthswritte n notice to the City. Recommended Action: Absent comments at the public hearing needing further consideration, approve the terms of the Management Services Agreement and Lease Agreement between the City and the Virginia Western Community College Educational Foundation, Inc., as set forth in the attachment to this report. Authorize the City Manager to execute such Management Services Agreement and Lease Agreement between the City and the Virginia Western Community College Educational Foundation, Inc., substantially similar to the documents attached to this report, and to execute such other documents and to take such further actions as may be necessary to lease the Property and to implement, administer, and enforce such Management Services Agreement and Lease Agreement, with the forms of such Management Services Agreement, Lease Agreement, and any other documents to be approved as to form by the city Attorney. Ch r1st� orril City Manager Distribution: Council Appointed Officers R. Brian Townsend, Assistant City Manager for Community Development Barbara A. Dameron, Director of Finance Wayne Bowers, Director of Economic Development DRAFT DATE 10/12/2015 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement ( "Agreement') is made this _ day of October, 2015, between the CITY OF ROANOKE, VIRGINIA, a Virginia municipal corporation with an address of Noel C. Taylor Municipal Building, 215 Church Avenue.. S.W., Roanoke, VA 24011 ( "City ") and VIRGINIA WESTERN COMMUNITY COLLEGE EDUCATIONAL FOUNDATION, INC., a Virginia non -stock corporation ( "Virginia Western Foundation "), RECITALS; WHEREAS, the City has an option to purchase property designated as Roanoke Official Tax Map No 1020510, located at 709 South Jefferson Street, Roanoke, VA, 24011, consisting of 0.101 acres, more or less, together with a building and improvements thereon ("Property"); WHEREAS, the City entered into a Contract with the Virginia Department of Housing and Community Development (" DHCD ") accepting funds from DHCD's Industrial Revitalization Fund to renovate and upgrade the Property; WHEREAS, through a two -year strategic planning process undertaken by over 125 community stakeholders from private industry, higher education, and local government, the Innovation Blueprint was established W address weaknesses that hold back the Roanoke- Blacksburg region from prosperity; WHEREAS, the lack of innovative and entrepreneurial companies within the Roanoke- Blacksburg region was identified chiefly among those weaknesses inhibiting such prosperity; WHEREAS, the City desires to enter into this Agreement with Virginia Western Foundation. for Virginia Western Foundation, or its designee, to manage and operate a technology acceleration center ( "Acceleration Center ") focused primarily on connecting early stage companies to peers, mentors, and investors; WHEREAS, the City desires to lease to the Virginia Western Foundation the Property, as renovated and upgraded (the "Leased Premises "), to manage and operate the Leased Premises, enter into a sublease with certain third parties. including but not limited to Virginia Western Community College. to manage certain day -to -day functions of the Acceleration Center and the Leased Premises, and allow Virginia Western Foundation to enter into additional sublease agreements with certain innovative and entrepreneurial companies that are consistent with the goals of the Acceleration Center, WHEREAS, Virginia Western Foundation shall enter into the Lease Agreement attached to this Agreement as Exhibit A (the "Lease Agreement ") upon the City's acquisition of the Property; and WHEREAS, Roanoke City Council authorized the City Manager, on behalf of the City, to enter into this Agreement and the Lease Agreement 19, with Vir ollaW rig Western Foundation pursuant to Ordinance No. _. dated October on this matter. DRAFT DATE 10/12/2015 NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, and the above recitals which are incorporated by reference herein, the parties agree as follows: SECTION 1. PURPOSE The goal of the City and Virginia Western Foundation under the terms of this Agreement is to increase the number of innovational and entrepreneurial companies within the Roanoke- Blacksburg region ( "Cohort Companies ") in accordance with the terms and conditions set forth in this Agreement. To achieve this goal, Virginia Western Foundation has agreed that it or its designee will manage and operate an Acceleration Center focused primarily on connecting early stage companies to peers, mentors, and investors at the Leased Premises. Virginia Wester Foundation shall exercise sole discretion, subject to the terms and conditions of this Agreement, the Lease Agreement, any limitations under the City's Grant Agreement with DHCD, in the management and operation of the Acceleration Center, including but not limited to subcontracting and /or outsourcing certain duties and responsibilities of the Acceleration Center and the Leased Premises to third parties. SECTION 2. TERM OF AGREEMENT This Agreement shall begin on the date set forth above and terminate on the earlier of: (1) the termination of this Agreement by either party according to the terms herein; or (ii) the expiration or termination of the Lease Term as defined and set forth in the Lease Agreement. SECTION 3. SERVICES DURING RENOVATION Virginia Western Foundation, or its designee, will assist in architect selection and design of renovations of the Property for the Leased Premises, and to provide technical assistance to the City during the renovation process. SECTION 4. THE ACCELERATION CENTER A. According to the terms and conditions contained herein, Virginia Western Foundation, or its designee, agrees to manage and operate the Accelerator Program at the Leased Premises with the focus on increasing the number of innovational and entrepreneurial companies within the Roanoke - Blacksburg region. The Acceleration Center may consist of recruitment, training, education, networking, and mentoring of Cohort Companies selected by a panel of local professionals with the ultimate goal of graduating companies with the potential of high economic impact into the Roanoke - Blacksburg region. Program participants will spend approximately one (I) year as sublessees of Virginia Western Foundation at the Leased Premises; provided, however, that this Section shall in no way limit Virginia Western Foundation from entering into longer or shorter sublease terms. Crider no circumstance shall a sublease between Virginia Western Foundation and a sublessee be for a term that extends beyond the end of the Lease Term set forth in the Lease Agreement DRAFT DATE 10/12/2015 B. Virginia Western Foundation, through one or more subcontractors, sublessees, affiliates or other third parties, shall carry out the following activities: 1. Provide staff to manage and maintain the Property and the Leased Premises consistent with this Agreement and the terms of the Lease Agreement; 2. Select and assign to Cohort Companies the requisite number of mentors necessary to advise, consult and guide each Cohort Company through the Acceleration Center program. Such volunteers shall be professionals recruited from the Roanoke - Blacksburg community, who possess the unique skillsets required to assist individual Cohort Companies, in the sole discretion of Virginia Western Foundation:. 3. Satisfy all operating expenses of the Leased Premises. In any year that operating expenses exceed operating revenues, the City will assist with offsetting the deficit by providing a cash payment to the Virginia Western Foundation. The amount of this payment will be determined by subtracting all operating expenses for the Leased Premises from all revenues derived from the Leased Premises. No annual payment from the City shall exceed $25,000. 4. Connect Cohort Companies to external resources; 5. Advise, consult, and support the activities of Cohort Companies; and 6. Assist the City in ensuring that the goals of this Agreement and the Lease Agreement are met. C. The City and Virginia Western Foundation agree that Virginia Western Foundation may offer the above programs and services to outside participants in addition to the Cohort Companies of the Acceleration Center, provided such Cohort Companies are given the first opportunity to participate. SECTION 5. MANAGEMENT OF THE ACCELERATION CENTER A. During the term of this Agreement, the City grants Virginia Western Foundation an exclusive right to manage and operate the Acceleration Center Program. Virginia Western Foundation may also make portions of the Leased Premises available, from time to time, to community groups, organizations, businesses and other non -Cohort Company program participants with the goal of increasing activity within the Acceleration Center and /or canning revenue. All revenues earned from the Acceleration Center and the Leased Premises during the term hereof shall be the sole property of Virginia Western Foundation, shall be used first to pay the expenses of managing and operating the Acceleration Center, and, if any, funds remain may be used and applied in Virginia Western Foundation's sole discretion. B- Virginia Western Foundation agrees to and will comply with all applicable federal, state, and local laws, ordinances, and regulations, including, but not limited to all applicable licensing requirements, environmental regulations, and OSHA regulations. Virginia Western Foundation further agrees that Virginia Western Foundation does not and shall not during the performance of this Agreement: knowingly employ an unauthorized alien as defined in the Federal Immigration Reform & Control Act of 1986. DRAFT DATE 10/12/2015 SECTION 6. CITY'S RESPONSIBILITY REGARDING GRADUATING COHORT COMPANIES Development and graduation of Cohort Companies who can successfully conduct business within the Roanoke - Blacksburg Region is the primary focus of the Acceleration Center Program. The City has a significant interest in placing graduating Cohort Companies within the City of Roanoke. The City, or its agent, will assist graduating Cohort Companies with locating commercial space in the Roanoke area as follows: 1. The City, or its agent, will hold an initial meeting with a graduating Cohort Company to gain an understanding of the type of facility the graduating company is seeking; 2. The City, or its agent, will assist the graduating Cohort Company with making contact with owners of available facilities; and 3. The City, or its agent, may provide a graduating Cohort Company with such other assistance as may be available. SECTION 7. MEETINGS AND REPORTS A. Virginia Western Foundation shall provide a semi- annual report to the City which shall include, among other items, a list of current sublessees and /or Cohort Companies, operating expenses and any other operational details Virginia Western Foundation may wish to include regarding the Acceleration Center, and shall be substantially similar to the performance report included as Exhibit B to this Agreement. B. The parties acknowledge that the renovation of the Leased Premises will be accomplished through grant funding provided by the DHCD. As such, there are reporting requirements for which the City is solely responsible to demonstrate that the Leased Premises and the Acceleration Center are used and/or operated as required by DHCD. Virginia Western Foundation shall assist the City in any and all ways necessary to ensure the City meets such reporting requirements to the complete satisfaction of DHCD. C, The City remains entirely and solely responsible for meeting the requirements set by DHCD. The City specifically acknowledges and agrees that Virginia Western Foundation shall not be liable, at law or in equity, to the City, DHCD or any other party for any failure or shortcoming of the required reports, use of the Leased Premises and /or the Acceleration Center. Virginia Western Foundation acknowledges that it knows and understands the requirements and terms of the City's Grant Agreement with DHCD, and Virginia Western Foundation agrees that it shall take no action or do anything that is contrary to those requirements or would interefere with those requirements and satisfaction of those requirements by the City. SECTION N. EXECUTION OF LEASE AGREEMENT Subject to the terms and conditions of this Agreement, upon the acquisition of the Property by the City, the City and Virginia Western Foundation agree to execute the Lease Agreement under which Lease Agreement the City agrees to lease to Virginia Western Foundation, and Virginia Western Foundation agrees to lease from the City, the Leased Premises. DRAFT DATE 10/ 122015 SECTION 9. RESPONSIBILITY TO MANAGE THE LEASED PREMISES As part of the Acceleration Center Program, Virginia Western Foundation, or its designee, will have the exclusive responsibility and obligation to manage the Leased Premises. Virginia Western Foundation, or a third party retained by Virginia Western Foundation, will recruit, interview, and screen potential companies who will qualify and meet the program criteria. Virginia Western Foundation, or a third party retained by Virginia Western Foundation, will assign space within the Leased Premises for each Cohort Company and other subtenant. Virginia Western Foundation, or a third party retained by Virginia Western Foundation, will manage Cohort Companies and Cohort Company space so that as Cohort Companies develop and need additional space, it can be provided. Virginia Western Foundation, or a third party retained by Virginia Western Foundation, will manage Cohort Companies' and other subtenant's use and access to common areas and meeting spaces. In managing the Acceleration Center Program and providing guidance and assistance to the Cohort Companies, Virginia Western Foundation, or a third party retained by Virginia Western Foundation, will: 1. Adequately staff the Acceleration Center with experienced and qualified personnel to manage operations; 2. Establish rental amounts that allow Virginia Western Foundation, or a third party retained by Virginia Western Foundation, flexibility to address the market and attract certain prospective Cohort Companies; 3. Recruit, interview, and screen potential Cohort Companics; 4. Negotiate sublease agreements with Cohort Companies. Sublease agreements shall include the terns and conditions contained in the Sample Sublease Agreement in Exhibit C; or such form of Sublease as is otherwise agreed to by Virginia Western Foundation and the City. Under no circumstance shall a sublease be for a term that expires after the Lease Tenn in the Lease Agreement. All subleases shall include a provision that provides that the sublease shall automatically terminate upon the expiration or early termination of this Agreement. 5. Provide ancillary services.. such as certain audio - visual services at additional fees as applicable; 6. Provide a schedule of fees for ancillary services; 7. Collect rents and fees from Cohort Companies (or any other subtenants); 8. Monitor and enforce compliance with the sublease agreements; 9. Designate an emergency contact person and phone tree for facility - related emergencies. SECTION 10. INDEMNIFICATION A. Virginia Western Foundation agrees and binds itself, and shall require the same of any Cohort Company (or any other sublessee), to indemnify, keep and hold the City, its officers, agents, employees, and volunteers free and harmless from any and all claims, causes of action, damages, costs (including attorney's fees), or any liability on account of any injury or damage of any type to any third party persons or property growing out of or directly or indirectly resulting from any act or omission of Virginia Western Foundation arising from: (1) Virginia Western Foundation's use of the public ways or other areas of the Leased Premises in connection with this Agreement (2) the operation, maintenance, repair or extension of the Leased Premises, but only to the extent such operation, maintenance, repair or extension is required of Virginia DRAFT DAL F 1012/2015 Western Foundation under the Lease Agreement; (3) the failure, refusal or neglect of Virginia Western Foundation or a Cohort Company (or any other sublessee) to perform any duty imposed upon or assumed by Virginia Western Foundation or under this Agreement or any such sublease; (4) any claim made against the City made or arising out of any negligence or intentional misconduct of Virginia Western Foundation or a Cohort Company (or any other sublessee); or (5) any claim brought by a sublessee of Virginia Western Foundation against the City for any reason related to or arising from such sublessee's use of the Leased Premises; provided, however, that the City shall be responsible for those portions of the claims, causes of action, damages, costs or any liability relating to or arising from the City's duties hereunder, negligence or intentional misconduct. In the event that any suit or proceeding shall be brought against the City at law or in equity, either independently or jointly with Virginia Western Foundation or a Cohort Company (or any other sublessee) on account of the requirements and obligations of Virginia Western Foundation set forth above, Virginia Western Foundation, upon notice given to it by the City, will defend the City in any such action or other proceeding, at the cost of Virginia Western Foundation; and in the event of any settlement or final judgment being awarded against the City, either independently or jointly with Virginia Western Foundation, then Virginia Western Foundation will pay any such settlement or judgment or will comply with such decree, pay all reasonable costs and expenses of whatsoever nature and hold the City, its officers, agents, employees and volunteers harmless therefrom. Provided, however. the City shall not have the authority to enter into any settlement arising out of or relating to this Section 10 without the prior written consent of Virginia Western Foundation. B. Virginia Western Foundation's liability to City arising from or related to this Lease Agreement and the Management Services Agreement for any claims or damages ("Claims") that are covered by the proceeds of Virginia Western Foundation's insurance programs, shall be limited to the actual insurance proceeds that are paid to or on behalf of Virginia Western Foundation. If the Claim is not covered by insurance required herein, the Foundation's liability shall be limited to $125,000 or the amount of the Claim, whichever is less. If Virginia Western Foundation fails to maintain the insurance required herein, there shall be no cap on Virginia Western Foundation's liability for Claims. SECTION 11. NONDISCRIMINATION During the performance of this Agreement. Virginia Western Foundation agrees as follows: A. Virginia Western Foundation will not discriminate against any employee or applicant for employment because of race, religion. color, sex, national origin, age, disability, or other basis prohibited by law relating to discrimination in employment except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Virginia Western Foundation. Virginia Western Foundation agrees to post in a conspicuous place, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. B. Virginia Western Foundation, in all solicitations and advertisements for employees placed by or on behalf of Virginia Western Foundation, will state that Virginia Western Foundation is an equal employment opportunity employer. DRAFT DATE 10/12,2015 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. D. Virginia Western Foundation will include the provisions of the foregoing paragraphs A, B, and C in every contract, subcontract, or purchase order of over $10,000, so that the provisions will be binding upon each contractor, subcontractor, or vendor. SECTION 12. DRUG -FREE WORKPLACE A. During the perfomrance of this Agreement, Virginia Western Foundation agrees to (i) provide a drug free workplace for Virginia Western Foundation employees; (it) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of Virginia Western Foundation that Virginia Western Foundation maintains a drug free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order over $ I0,000, so that the provisions will be binding upon each subcontractor or vendor. B. For the purposes of this section. "drug free workplace' means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation. possession or use of any controlled substance or marijuana during the performance of this Agreement. SECTION 13. FAITH BASED ORGANIZATIONS Pursuant to Virginia Code Section 2.2- 4343.1, all parties shall be advised that the City does not discriminate against faith -based organizations. SECTION 14. TERMINATION OF AGREEMENT At Failure of the City or Virginia Western Foundation to comply with any of the terms and conditions of this Agreement or the Lease Agreement shall be considered a breach of this Agreement. Each party agrees to give the other party notice of any such breach. If the breach is not cured within thirty (30) days from the notice being sent, the breaching party shall be considered in default, and this Agreement may be terminated. B. Neither the City. nor Virginia Western Foundation shall assign this Agreement or the Lease Agreement in whole or in part to any person without the other party's written consent. The consent to one assignment shall not be deemed to be consent to another assignment. In the event this Agreement is assigned without prior written consent, this Agreement may be terminated. C. Upon the expiration or termination of this Agreement. Virginia Western Foundation will surrender its rights and obligations to the Acceleration Center and the Leased DRAFT DATE 10/12/2015 Premises to the City. Upon the termination or expiration of the Lease Agreement, this Agreement shall automatically terminate and be of no further force or effect. D. Upon expiration or termination of this Agreement, the City's assignment to Virginia Western Foundation of future rents shall expire and all subleases between Virginia Western Foundation and its sublessees and other users shall terminate upon notice. All subleases shall include a provision that provides that the sublease shall automatically terminate upon the expiration or early termination of this Agreement. Virginia Western Foundation is entitled to receive all rents and other payments accrued prior to the expiration or termination date. E. Virginia Western Foundation shall operate the Acceleration Center and the Leased Premises for the first full year of the Tern. At any time after the first full year of the Term, Virginia Western Foundation may notify the City of Virginia Western Foundation's desire to renegotiate the terns of the Agreement. After 90 days following the receipt of the such notice, if the City and Virginia Western Foundation have not agreed upon the renegotiated terms of the Agreement, Virginia Western Foundation may terminate the Agreement and the Lease Agreement with six months written notice to the City. SECTION 15. 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: If to City, to: City of Roanoke Ann: Director of Economic Development 117 Church Avenue S.W. Roanoke, Virginia 24011 Fax no. (540) 853-1213 If to Virginia Western Foundation, to: Virginia Western Community College Educational Foundation, Inc. 3093 Colonial Avenue, S- W. Roanoke, Virginia 24015 Attn: Dr. Angela Falconetti With a copy m: Woods Rogers, PLC 10 S Jefferson St SW Suite 1400 Attn: Nick Conte, Esq. SECTION 16. CITY APPROPRIATION OF FUNDS All obligations or funding undertaken by the City in connection with this Agreement and all obligations of Virginia Western Foundation in connection with this Agreement are subject to the availability of funds and the appropriation of such funds by Roanoke City Council as may be necessary for such obligations or funding. In the event that funding is not provided, withdrawn, DRAFT DATE 1012/2015 or otherwise not made available, the City shall advise Virginia Western Foundation of such unavailability of funds and Virginia Western Foundation shall have the right to terminate this Agreeement and the Lease Agreement upon 30 days written notice to the City. 17. MISCELLANEOUS A. Cooperation. Each party agrees to cooperate with the other in executing any documents necessary to carry out the intent and purposes of this Agreement. R. Severabilib'. If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement which shall continue in full force and effect. The parties intend that the provisions of this Abnecment be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable. C. Authority. The persons who have executed this Agreement represent and warrant that they are duly authorized to execute this Agreement in their representative capacities as indicated. D. Counterparts Allowed. This 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. E. Compliance with Laws. Virginia Western Foundation shall at all times comply with all applicable federal, state, and local laws, ordinances, and regulations, and obtain all required licenses required by the City of Roanoke and the Commonwealth of Virginia, and other regulatory agencies, necessary to operate Virginia Western Foundation's business. F. Successors. The terms, conditions, provisions and undertakings of this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. G. Captions. The paragraph Captions and Headings in this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. H. Governing Law. By virtue of entering into this Agreement, Virginia Western Foundation and the City agree and submit themselves to a court of competent jurisdiction in the City of Roanoke, Virginia and further agree that this Agreement is controlled by the laws of the Commonwealth of Virginia or any applicable federal laws and that all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia or any applicable federal laws. I. Waiver. Virginia Western Foundation agrees that the City's waiver or failure to enforce or require performance of any term or condition of this Agreement or the City's waiver of any particular breach of this Agreement by Virginia Western Foundation extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or DRAFT' DATE 10.' 12/2015 conditions of this Agreement or a waiver of any other breaches of the Agreement by Virginia Western Foundation and does not bar the City from requiring Virginia Western Foundation to comply with all the terms and conditions of the Agreement and does not bar the City, except as otherwise provided and /or limited herein, from asserting any and all rights and /or remedies it has or might have against Virginia Western Foundation under this Agreement or by law. J. Entire Agreement This Agreement and its exhibits constitute the entire agreement and understanding of the parties, and supersede all offers, negotiations and other agreements- There are no representations or understandings of any kind not set forth herein. Any amendments to this Agreement must be in writing and executed by both parties. Virginia Western Foundation acknowledges that it has participated in the drafting of this Agreement. In the event of a dispute concerning any provision of this Agreement, Virginia Westem Foundation hereby acknowledges and agrees that it will not rely on any defense that any ambiguity in the Agreement should be construed against the drafter of the Agreement and Virginia Western Foundation waives that defense. Virginia Western Foundation agrees that the City shall have no responsibility, duty or obligation to provide Virginia Western Foundation any services, property, or items that are not otherwise indicated in this Agreement. SIGNATURE PAGE TO FOLLOW 10 DRAFT DATE 10,12/2015 IN WITNESS WHEREOF, the parties have executed this Management Services Agreement by the following signatures by their authorized representatives. ATTEST: CITY OF ROANOKE, VIRGINIA, a Virginia municipal corporation City Clerk Christopher P. Morrill, City Manager COMMONWEALTH OF VIRGINIA ) CITY OF ROANOKE ) to -wit: the foregoing instrument was acknowledged before me this day of , 2015, by Christopher P. Morrill, City Manager, of the City of Roanoke, Virginia, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia. My commission expires: Notary Public Registration No. )SEAL) DRAFT DATE 10/12/2015 VIRGINIA WESTERN COMMUNITY COLLEGE EDUCATIONAL FOUNDATION, INC. By: Printed Name COMMONWEALI'll OF VIRGINIA ) CITY OF ROANOKE ) to -wit: The foregoing instrument was acknowledged before me this _ day of _ , 2015, by , of the Virginia Western Community College Educational Foundation, Inc., a non -stock corporation organized and existing under the laws of the Commonwealth of Virginia. My commission expires Approved as to Form: Assistant City Attorney Approved as to Execution Assistant City Attorney Authorized by Ordinance No Notary Public Registration No. 12 (SEAL) DRAFT DATE 10,12/2015 Management Services Agreement Dated October , 2015 between City of Roanoke And Virginia Western Community College Educational Foundation, Inc. EXHIBIT A Lease Agreement LEASE AGREEMENT This lease made this day of October, 2015 ("Lease Agreement') by and between CITY OF ROANOKE, VIRGINIA, a Virginia municipal corporation, hereinafter called Lessor or the City, and the VIRGINIA WESTERN COMMUNITY COLLEGE EDUCATIONAL FOUNDATION, INC., a Virginia non -stock corporation, hereinafter called Lessee. RECITALS: WHEREAS, the City and Lessee have entered into a Management Services Agreement dated October _, 2015 (the "Management Services Agreement'), in which the Lessee has agreed to certain terms and conditions to manage and operate, or to have its designee manage and operate, a technology acceleration center ( "Acceleration Center ") focused primarily on connecting early stage companies to peers, mentors, and investors; WHEREAS, the City desires to lease to Lessee that certain properly, as described below, as renovated and upgraded, to manage and operate, or to have its designee manage and operate, the Acceleration Center at the leased premises and allow Lessee to enter into sublease agreements with third parties according to the terms contained herein; and WHEREAS, the City desires to lease the Leased Premises to Lessee for such purposes as defined herein, upon the terms and conditions stated below. NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and the Recitals set forth above which are incorporated herein and made a material part of this Lease, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the City and Lessee, the City and Lessee agree as follows: SECTION 1. LEASED PREMISES Lessor hereby leases to Lessee, and Lessee accepts such lease, of all that real property located in Roanoke, Virginia, designated as Roanoke Official Tax Map No. 1020510, located at 709 South Jefferson Street, Roanoke, VA 24011, consisting of 0.1671 acres, more or less, together with a building and improvements thereon (the "Property "). as such Property has been, 13 DRAFT DA'I L 10/12/2015 and will be, renovated and improved in accordance with the Management Services Agreement and terms and conditions contained herein ( "Leased Premises "). SECTION 2. CONDITION OF PREMISES A. Lessor represents and warrants to Lessee that, as of the commencement of the Lease Term, the Leased Premises will be in compliance with all laws, ordinances and regulations of or relating to commercial property located in the City of Roanoke, VA, including but not limited to the Americans with Disabilities Act of 1990 ( "ADA "), building codes and environmental laws. Lessee may enter into a sublease or subcontract agreement with Virginia Western Community College (the "College ") or some other third party such that the College or designated third party shall be responsible for the day -to -day management of the Acceleration Center and the negotiation of one or more subleases with third parties, including but not limited to Cohort Companies (as defined in the Management Services Agreement). All subleases, other than any sublease between the Lessee and the College, shall be in a form with terms and conditions at the sole discretion of Lessee to be included as Exhibit C attached to the Management Services Agreement, and, provided further, that no such terns and conditions of any sublease shall conflict with the terms and conditions contained herein or in the Management Services Agreement. The form of any sublease between Lessee and the College shall be approved by Lessor, such approval not to be unreasonably withheld. Lessee acknowledges and agrees that at all times during the Lease Teem (as defined in Section 3 below) two- thirds of the Leased Premises (or. 2 floors) shall be used by Lessee, the College, performing activities for the Accelerator Program, and /or Cohort Companies for the Accelerator Program; one -third of the Leased Premises may be used and /or subleased for any other purpose in accordance with all laws and this Lease Agreement B. Lessee accepts the Leased Premises in their "AS IS" condition as of the commencement of the Lease berm. As of the date of the commencement of the Lease Tern, all utility sery ices will be adequate for the Lessee's intended use. SECTION 3. LEASE TERM A. 'I lie term of the Lease shall be a term of five (5) years from the date Lessee first occupies the Leased Premises, after renovations to the Property are substantially completed and a permanent certificate of occupancy is issued by the City of Roanoke Building, Planning and Development Department, and ending five (5) years after such date, subject to the termination rights of the parties as set forth in this Lease Agreement ( "Lease Term "). Upon establishment of the date of occupation, the City and Lessee shall execute an estoppel letter that establishes (i) the Lease 'I as set forth in this Lease Agreement; and (it) the acceptance of the condition of the Leased Premises by Lessee. B. Lessee shall operate the Acceleration Center and the Leased Premises for the first full year of the Term. At any time after the first full year of the 'I emir Lessee may notify the City of Lessee's desire to renegotiate the terms of the Lease. After ninety (90) days following the receipt of the such notice, if the City and Lessee have not agreed upon the renegotiated terms of the Lease, Lessee may terminate the Management Services Agreement and the Lease with six (6) months written notice to the City. 14 DRAFT DATE 10/12/2015 k97DYY(0]`EM 3OWMIUDIUM In consideration of its Lease of the Property, Lessee shall pay to the City the sum of one dollar ($ 1.00) per year, payable beginning on or before the beginning of the Lease Tenn and on each anniversary date of the beginning of the Lease Term. The City acknowledges and agrees that the rental amount set forth in this Section 4 is adequate consideration for this Lease Agreement and use of the Leased Premises by Virginia Western Foundation for the Lease Term, and the City hereby waives any and all defenses and arguments of or relating to inadequate consideration. SECTION 5. ADDITIONAL RENT: TAXES AND OTHER CHARGES A. In addition to payment of the rent as set forth above. Lessee shall timely pay any taxes, leasehold taxes, or charges in connection with this Lease Agreement or under any sublease, or other use and occupancy agreement that Lessee, Cohort Companies, or other sublessees or occupants may be required by law or regulation to pay. The parties acknowledge and agree that Lessee is a 501(c)(3) entity which exempts Lessee from certain taxes. Exemption from any tax, in accordance with laws and at the discretion of Lessee, shall relieve Lessee from its duty under this Section. B. Lessee shall reimburse the City for all stonmvater utility fees assessed by the City of Roanoke for the Leased Premises pursuant to Chapter 11.5 Code of the City of Roanoke (1979), as amended. SECTION 6. RIGHT OF ENTRY The Lessor shall have the right to enter the Leased Premises upon twenty -four (24) hours advance written notice (except in the event of an emergency, in which case Lessor shall have the right to immediate entry) for the purpose of making necessary repairs or inspections to ensure that the conditions of this Lease Agreement are being fulfilled. Any contractual deficiencies in the conditions of the Leased Premises will be brought to Lessee's attention. Lessee will attempt to rectify said deficiencies within ten (10) working days or any other mutually agreed upon time frame. If Lessee refuses or fails to rectify the deficiencies, the Lessor may terminate this Lease Agreement as provided in Section 17 of this Lease Agreement. SECTION 7. MAIN'[ ENANCE OF LEASED PREMISES A- Lessee will maintain the Leased Premises, including the interior of the building and all contents therein, in good repair at Lessee's sole cost and expense. Lessee's maintenance responsibilities include: I. Custodial and basic day to day maintenance; 2. All costs for utility use (power, telecommunication, internet, water, sewer, garbage, etc -r 3. Routine and reasonable floor and carpet care at a minimum of twice a 15 DRAFT DA'I E 10/12/2015 year; 4. Interior window cleaning: 5. Providing, cleaning and maintaining Floor mats; 6, Providing pest control services; 7. Electrical system maintenance to include outlets, breakers, fuse boxes, etc. that are considered minor and not a major electrical system problem; 8. Plumbing to include repair of any small leaks and stoppages; 9. Replacement of fluorescent tubes and/or bulbs in light fixtures; 10. Snow and ice removal from parking lot and sidewalks; and IL Elevator inspection and maintenance. B. Lessee shall also be responsible for other routine and regular repairs to the building. Routine and regular repairs are those repairs with no one expense exceeding 5500, which may include but are not limited to: I. Minor electrical work: 2 Plumbing repairs; 3. Painting. and 4. Glass repair. C Lessor shall be solely responsible for all other maintenance and repairs of the exterior (including the roof) and the mechanical systems of the Leased Premises. SECTION 8. ALTERATIONS TO LEASED PREMISES A. Lessor's Work. I. As used herein the term_ "Lessor's Work" shall mean completion of all work described in the Work Letter attached hereto as Exhibit "A ", which work shall be performed at Lessor's sole cost and expense and in compliance with all applicable laws and grant or other funding requirements. All Lessor's Work shall be completed in substantial accordance with plans and specifications as provided to Lessee. 2. Lessor shall complete all of Lessor's Work on or before (the "Larger Date'). Lessor shall notify Lessee, in writing, of any substantial changes, omissions or additions to Lessor's Work. Any such written change order shall specify any extension of the Target Date required as a result of any such changes, omissions or additions. B. Acceptance. Upon completion of Lessor's Work, Lessee shall have fifteen (15) days to give Lessor written notice of (i) Lessee's acceptance of Lessor's Work as complete (the "Acceptance Notice "), which shall include a punch list (the "Punehlist ") of any items remaining to be completed, or (ii) any failure of Lessor to complete Lessor's Work in accordance with this 16 DRAFT DATE 10/12/2015 Section 8 (the "Objection Notice"). As used herein, the "Completion Date" shall be the earlier to occur of the date Lessor receives the Acceptance Notice or the expiration of such fifteen (15) day period if Lessee does not provide Lessor any Objection Notice during such period- If Lessee does not provide Lessor any notice during such fifteen (15) day period, Lessee shall be deemed to accept the Leased Premises. C. Subject to the terms of this Section 8, Lessee may, at its own cost and expense, make alterations or renovations to the Leased Premises, in a manner consistent with all necessary federal, state, and local requirements, permits, and approvals. All plans for alterations or renovations are subject to timely review and approval of the Lessor's City Manager, or the City Manager's designee, which approval shall not be unreasonably withheld. The prior approval of the Lessor's City Manager, or the City Manager's designee, shall be required for alterations or renovations initiated by any Cohort Company (or any other sublessee) requests. The Lessor's failure to respond to approval under this section within thirty (30) days shall be deemed approval by the Lessor and consent to proceed_ D. The review and approval by the Lessor is solely for the purposes of this lease Agreement and in no way constitutes or shall be deemed approval by or waiver of any review, pennits or approvals required by the City of Roanoke in its regulatory capacity or the approval of any other regulatory entity. Any alteration or renovation shall not impair the safety of the Leased Premises, or any portion thereof, and shall be made according to all applicable laws, ordinances and regulations. E. All alterations, additions, improvements, repairs, replacements, or fixtures made or replaced by lessee or sublessees on the Leased Premises, including lighting, molding and any other article permanently affixed to the floor, wall or ceiling of the Leased Premises shall remain the properly of the Lessor; risk of loss as to such personal property of the Lessor shall remain with the Lessor at all times during the Term. E Lessee shall not retain or permit a Cohort Company (or any other sublessee) to retain a contractor unless said contractor posts a Payment and Performance Bond in accordance with Virginia Code Section 2.2 -4337. Lessee shall promptly pay or cause such sublessee to pay for all labor and materials used in constructing any improvements, alterations, or fixtures on the Leased Premises and shall do all things necessary to prevent the filing of any mechanics', materialmen, or other type of lien or claim against the Lessor or the Acceleration Center by, against, through, or under Lessee, Cohort Companies (or any other sublessees) or their contractors or subcontractors. Lessee and Cohort Companies (or any other sublessees) shall nofity contractors that the Lessor's interest shall not be subject to any liens or claims for alterations, improvements or fixtures to the Acceleration Center by Lessee or Cohort Companies (or any other sublessees). The Lessor's interest shall not be subject to any liens or claims for alterations, improvements or fixtures to the Acceleration Center. If any such lien or claim is filed, Lessee shall use its best efforts to cause the same to be released within ninety (90) days of filing of the lien. G. The parties agree to and will comply with all applicable federal, state, and local laws, ordinances, and regulations, including, but not limited to all applicable licensing requirements, environmental regulations, and OSHA regulations. Each party further agrees that 17 DRAFT DATE 10/12/2015 they do not and shall not during the perfomrance of this Lease Agreement; knowingly employ an unauthorized alien as defined in the Federal Immigration Reform & Control Act of 1986. SECTION 9. INSURANCE A. Requirement of insurance. Lessee, shall, during the life of this Lease Agreement, and any Cohort Company or other sublessee shall during the term of its sublease, obtain and maintain the insurance and bonds set forth below in this Lease Agreement. Any required insurance and bonds shall be effective prior to the commencement of this Lease Agreement or, in the case of a Cohort Company or other sublessee, prior to the commencement of its sublease agreement. Commercial General Liability. Commercial General Liability insurance coverage on an occurrence basis insuring against all claims, loss, cost, damage, expense or liability from loss of life or damage or injury to persons or property arising out of any of the work or activity under or by virtue of this Lease Agreement. The minimum limits of liability for this coverage shall be 51,000,000 combined single limit for any one occurrence and S 1,000,000 aggregate. Workers Comnensation. Lessee shall obtain and maintain Workers' Compensation insurance covering all statutory obligations under the laws of the Commonwealth of Virginia and Fulployer's Liability insurance for all its employees engaged in work under this Agreement. Minimum limits of liability for Employer's Liability shall be $ 100,000 bodily injury each occurrence; 5500,000 bodily injury by disease (Policy limit); and $100,000 bodily injury by disease (each employee). With respect to the Workers' Compensation and Employer's Liability coverage, the insurance company providing such coverage shall waive rights of subrogation against the City, its officers, agents, employees and volunteers. Automobile Liability. Lessee's Automobile Liability insurance shall be in the minimum limit of liability for such 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 Lease Agreement or under a sublease agreement. Umbrella Coverage. The insurance coverages and amounts set forth in this Section 9 may be met by an umbrella liability Policy following the form of the underlying primary coverage in a minimum amount of S 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 by subsections I. 2 or 3, and it is further agreed that such statement shall be made a part of the certificate of insurance furnished to the City. 18 DRAFT DA "I E 10/12/2015 Q. Evidence of Insurance. All insurance shall meet the following requirements: Lessee, the Cohort Company, or the other sublessee shall furnish the City a certificate or certificates of insurance. showing the type, amount, effective dates and date of expiration of the policies. The City shall be notified of any deductible greater than 100o of the policy limit and such deductible shall be subject to approval of the City, which shall not be unreasonably withheld. However, this deductible requirement shall not apply to pre- funded4ully- funded deductible programs upon proper documentation acceptable to the City's Risk Manager. The required certificate or certificates of insurance shall include substantially the following statement: "The insurance covered by this certificate shall not be canceled or materially altered, except after thirty (30) days written notice has been provided to the City of Roanoke." Except for Workers-' Compensation coverage and Employer's Liability coverage, the required certificate or certificates of insurance shall name the City, its officers, agents, employees, and volunteers as additional insureds in connection with this Lease Agreement. 4. Insurance coverage shall be in a form and with an insurance company approved by the City which approval shall not be unreasonably withheld. Any insurance company providing coverage under this Lease Agreement shall be authorized to do business in the Commonwealth of Virginia. C. During the Lease Tenn, Lessor shall maintain a self- insured program administered by the Office of Risk Management covering the Leased Premises. SECTION 10. DAMAGE OR DESTRUCTION In the event the Leased Premises or any part thereof is destroyed or so damaged by fire or other casualty as to make the Leased Premises totally or partially unfit for use, the Lessor shall have the option either to repair such damage or to terminate this Lease Agreement. The Lessor shall provide Lessee with notice of the Lessor's election within sixty (60) days after the occurrence of the casualty that caused the damage or destruction of all or a portion of the Leased Premises. All subleases shall include this provision. SECTION 11. CONDEMNATION In the event the whole of the Leased Premises is taken by eminent domain, this Lease Agreement and all subleases shall terminate as of the dale title to the Leased Premises vests in the condemning authority. If a portion of the Leased Premises is taken by eminent domain, either party shall have the right to terminate this Lease Agreement as of the date of transfer of title. by giving thirty (30) days' written notice to the other party. In the event of any taking under the power of eminent domain, Lessee shall not be entitled to any portion of the award paid for the taking and the Lessor shall receive the full amount of such award. Lessee hereby expressly 19 DRAFT DATE 1012/2015 waives any right or claim to any portion thereof Although all damages, whether awarded as compensation for diminution in value of the license or to the fee of the Leased Premises, shall belong to the Lessor, Lessee shall have the right to claim and recover from the condemning authority, but not from the City acting as Lessor, such compensation as may be separately awarded or recoverable by Lessee on account of any and all damage to Lessee's business and any costs or expenses incurred by Lessee in removing its equipment, personal property, and any relocation expenses. SECTION 12. RISK OF [ASS Notwithstanding anything herein to the contrary, Lessee shall bear the risk of any loss of, or damage to, the Leased Premises andior any goods and items or personal property in the Leased Premises during the Lease Tenn. Also, notwithstanding anything herein to the contrary, City shall not be liable for any direct, consequential, incidental, or any other damages incurred by Lessee, any Cohort Company, or any other sublessees, due to any malfunction, theft, vandalism, acts of God (including, without limitation. lightning, wind, rain, Flood, hail, fire or storms) lack of electricity, lack of air conditioning, lack of heat, or any other damages resulting from any reason whatever to the Leased Premises or arising out of or resulting from any use of the Leased Premises by the Lessee or its sublessees, users, or occupants. SECTION 13. INDEMNIFICATION A. Lessee agrees and binds itself and shall require the same of any Cohort Company (or any other sublessee), to indemnify, keep and hold the Lessor, its officers, agents, employees and volunteers free and harmless from any and all claims, causes of action, damages, costs (including attomev's fees), or any liability on account of any injury or damage of any type to any third party persons or property growing out of or directly or indirectly resulting from any act or omission of Lessee arising from or related to the following items: ( I ) Lessee's use of the public ways or other areas of Lessor in connection with this Lease Agreement; (2) the operation, maintenance, repair or extension of the Leased Premises but only to the extent the operation, maintenance, repair or extension is the responsibility of Lessee hereunder; (3) the failure, refusal or neglect of Lessee to perform any duty imposed upon or assumed by Lessee or under this Lease Agreement; (4) any claim made against the Lessor made or arising out of any negligence or intentional misconduct of Lessee or a Cohort Company (or any other sublessee): or (5) any claim brought by a subtenant of Lessee against the Lessor for any reason arising from the use of the Leased Premises by such subtenant; provided however that Lessor shall be responsible for those portions of the claims, causes of action, damages, costs or any liability relating to or arising from Lessor's duties hereunder, negligence or intentional misconduct. In the event that any suit or proceeding shall be brought against the Lessor at law or in equity, either independently or jointly with Lessee or a Cohort Company (or any other sublessee) on account of anything set forth above, Lessee, upon notice given to it by the Lessor, will defend the Lessor in any such action or other proceeding, at the cost of Lessee: and in the event of any settlement or final judgment being awarded against the Lessor, either independently or jointly with Lessee, then Lessee will pay any such settlement or judgment or will comply with such decree, pay all reasonable costs and expenses of whatsoever nature and hold the Lessor, its officers, agents, employees and volunteers harmless therefrom. Lessor shall not enter into any settlement for any such action, proceeding or claim without the agreement of Lessee; Failure to secure Lessee's 20 DRAFT DATE 10/12/2015 agreement to such settlement shall waive Lessor's right to indemnification of such settlement payment and all related and associated costs and expenses. B. Virginia Western Foundation's liability to City arising from or related to this Lease Agreement and the Management Services Agreement for any claims or damages ("Claims") that are covered by the proceeds of Virginia Western Foundation's insurance programs, shall be limited to the actual insurance proceeds that are paid to or on behalf of Virginia Western Foundation. If the Claim is not covered by insurance required herein, the Foundation's liability shall be limited to S125,000 or the amount of the Claim, whichever is less. If Virginia Western Foundation fails to maintain the insurance required herein, there shall be no cap on Virginia Western Foundation's liability for Claims. SECTION 14. NONDISCRIMINATION During the Lease Term, Lessee agrees as follows. A. Lessee will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by law relating to discrimination in employment except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Lessee. Lessee agrees to post in a conspicuous place, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. B. Lessee, in all solicitations and advertisements for employees placed by or on behalf of Lessee, will state that Lessee is an equal employment 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. D. Lessee will include the provisions of the foregoing paragraphs A. B, and C in every contract, subcontract, or purchase order of over $10,000, so that the provisions will be binding upon each contractor, subcontractor, or vendor. SECTION 15. DRUG-FREE WORKPLACE A- During the Lease Term, Lessee agrees to (i) provide a drug free workplace for Lessee employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of Lessee that Lessee maintains a drug free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order over 510,000, so that the provisions will be binding upon each subcontractor or vendor. B. For the purposes of this section, "drug free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, 21 DRAFT DATE 10/12/2015 distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of this Lease Agreement. SECTION 16. FAITH BASED ORGANIZATIONS Pursuant to Virginia Code Section 2.2-4343. 1, all parties shall be advised that the Lessor does not discriminate against faith -based organizations. SECTION 17. DEFAULT AND TERINHNATION A. Lessor may give the Lessee fifteen (15) days written notice of its intent to terminate this Lease Agreement because of a default in the performance of any covenant of this Lease Agreement or the Management Services Agreement. Events of default under the Lease Agreement shall include: Non - payment of rental payments; Non - payment of utilities, materials, or services which cause a lien upon the premises; Destruction or damage to the premises caused by Lessee or the public for which Lessee does not provide reimbursement, except for normal wear and tear: Use of premises for any unlawful act; Failure to provide or pay for, as the case may be, required insurance coverage; Any unapproved modification to premises which would cause the Leased Premises to violate building codes, fire codes, or other ordinances. B. If the fifteen (15) days written notice of termination provided for in this section is given, and such default has not been cured by the defaulting party within fifteen (15) days after written notice is received; or if such default shall be of such nature that it cannot be cured completely within such fifteen (15) day period yet the breaching party has not promptly commenced within such fifteen (15) day period to proceed with reasonable diligence and in good faith to remedy such default, then at the expiration of such period this Lease Agreement shall terminate as completely as if that were the date herein definitely fixed for the expiration of the term of this Lease Agreement, and the Lessee shall then surrender the leased property to the Lessor. C. Upon expiration or termination of this Lease Agreement, the Leased Premises shall be in good order as when received and /or including all agreed upon changes to the Leased Premises made in accordance with the terms of the Lease Agreement, ordinary wear and tear excepted, with any and all fixtures and equipment owned by the City and any equipment furnished by Virginia Western Foundation to replace similar equipment which may have become lost, damaged, or destroyed SECTION 18. INCORPORATION OF MANAGEMENT SERVICES AGREEMENT 22 DRAFT DATE 10/12/2015 The Lessor and Lessee covenant and agree that all terns and conditions of the Management Services Agreement related to the Lease Premises are incorporated by reference into this Lease Agreement and are a material part of this Lease Agreement. SECTION 19. NOTICES All notices hereunder must be in writing and shall he deemed validly given if sent by certified mail, return receipt requested, or by a nationally recognized ovemight courier, addressed as follows: If to City, to City of Roanoke Atfn, Director of Economic Development 117 Church Avenue S.W. Roanoke, Virginia 24011 Fax no. (540) 853 -1213 If to Virginia Western Foundation, to: Virginia Western Community College Educational Foundation, Inc. 3093 Colonial Avenue, S. W. Roanoke, Virginia 24015 Attn: Dr. Angela Falconetti With a copy to: Woods Rogers, PLC 10 S Jefferson St SW Suite 1400 Attn: Nick Conte, Esq. SECTION 20. MISCELLANEOUS A. Cooperation. Each party agrees to cooperate with the other in executing any documents necessary to carry out the intent and purposes of this Lease Agreement. B. Severability. If any term of this Lease Agreement is found to be void or invalid. such invalidity shall not affect the remaining terms- of this Lease Agreement which shall continue in full force and effect. The parties intend that the provisions of this Lease Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall he deemed modified to the extent necessary to make them enforceable. C. Authority. The persons who have executed this Lease Agreement represent and warrant that they are duly authorized to execute this Agreement in their representative capacities as indicated. 23 DRAFT DATE 10/12'2015 D. Counterparts Allowed. This Lease 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. E. Compliance with Laws. Lessee and Lessor shall at all times comply with all applicable federal, state, and local laws, ordinances, and regulations, and obtain all required licenses required by the City of Roanoke and the Commonwealth of Virginia, and other regulatory agencies, necessary to operate Lessee's business. F. Successors. The terms, conditions, provisions and undertakings of this Lease Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns - G. Captions. The paragraph Captions and Headings in this Lease Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Lease Agreement H. Govemine Law. By virtue of entering into this Lease Agreement, Lessee and the Lessor agree and submit themselves to a court of competent jurisdiction in the City of Roanoke, Virginia and further agree that this Lease Agreement is controlled by the laws of the Commonwealth of Virginia or any applicable federal laws and that all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia or any applicable federal laws. I. Waiver. Lessee agrees that the Lessor's waiver or failure to enforce or require performance of any term or condition of this Lease Agreement or the Lessor's waiver of any particular breach of this Lease Agreement by Lessee 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 Lease Agreement or a waiver of any other breaches of this Lease Agreement by Lessee and does not bar the Lessor from requiring Lessee to comply with all the terms and conditions of the Lease Agreement and does not bar the Lessor from asserting any and all rights and/or remedies it has or might have against the Lessee under this Lease Agreement or by law. J. Entire Agreement. Phis Lease Agreement, the Management Services Agreement, and its exhibits constitute the entire agreement and understanding of the parties, and supersede all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease Agreement must be in writing and executed by both parties. Lessee acknowledges that it has participated in the drafting of this Lease Agreement. In the event of a dispute concerning any provision of this Lease Agreement, Lessee hereby acknowledges and agrees that it will not rely on any defense that any ambiguity in this Lease Agreement should be construed against the drafter of this Lease Agreement and Lessee waives that defense. Lessee agrees that the Lessor shall have no responsibility, duty or obligation to provide Lessee any services, property, or items that are not otherwise indicated in this Lease Agreement. SIGNATURE PAGE TO FOLLOW 24 DRAFT DATE 10/12/2015 IN WITNESS WIIEREOF, the parties have executed this Lease Agreement by the following signatures by their authorized representatives. ATTEST: CITY OF ROANOKE, VIRGINIA, a Virginia municipal corporation City Clerk By: _ Christopher P. Morrill. City Manager COMMONWEALTH OF VIRGINIA ) CITY OF ROANOKE ) to -wit: "fhe toregoing instrument was acknowledged before me this dayof 2015, by Christopher P. Morrill, City Manager, of the City of Roanoke, Virginia, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia My commission expires: Notary Public Registration No. 25 (SEAL) DRAFT DATE 10/12/2015 Witness: VIRGINIA WESTERN COMMUNITY COLLEGE EDUCATIONAL FOUNDATION, INC. Hy: Printed Name Title COMMONWEALTH OF VIRGINIA ) CITY OF ROANOKE ) to -wit: The foregoing instrument was acknowledged before me this day of 2015, by , of the Virginia Western Community College Educational Foundation, Inc., a non -stock corporation organized and existing under the laws of the Commonwealth of Virginia. My commission expires: Approved as to Form: Assistant City Attomey Approved as to Execution Assistant City Attorney Authorized by Ordinance No Notary Public Registration No. 26 (SEAL) Management Services Agreement Dated October , 2015 between City of Roanoke And Virginia Western Foundation EXHIBIT A TO LEASE BETWEEN CITY AND VIRGINIA WESTERN FOUNDATION DATED .2015 LESSOR'S WORK LEI ER The City shall perform the following work on the Leased Premises' 1. Exterior painting as needed 2. Replace or repair exterior hardware (gutters, shutters, lights, etc.) 3. Selective interior demolition 4. Interior wall reconfiguration 5. Replace doors as needed 6. Renovate bathrooms 7. Adjustments to HVAC, electrical, and plumbing systems to accommodate new office configuration and bathroom renovations 8. Obtain all required permits 9. Any other renovations mutually agreed to by the City and Virginia Western Foundation or its designee during the design and renovation process described in Section 3 of this Management Services Agreement A part of the City's above work is to ensure that the Leased Premises will be in compliance with all laws, ordinances and regulations of or relating to commercial property located in the City of Roanoke, VA, including but not limited to the Americans with Disabilities Act of 1990 ( "ADA "), building codes and environmental laws, prior to the foundation's occupancy of the Leased Premises. The total cost of all renovations including architect /engineering fees, permit fees, inspection services, and related administrative costs shall not exceed 5600,000. DRAFT DATE 10/ 1 2,20 1 5 Management Seniecs Agreement Dated October _, 2015 between City of Roanoke And Virginia Western Community College Educational Foundation, Inc. EXHIBIT B PERFORMANCE REPORT 27 ACCELERATOR PERFORMANCE REPORT (SAMPLE) OCCUPANCY RATE Current period Prior period YOY TENANTS Business name Description Primary contact No. of employees lob title Initial hire date ACCELERATOR PERFORMANCE REPORT (SAMPLE) ACTIVITIES Description Date Details ACCELERATOR PERFORMANCE REPORT (SAMPLE) Monthly YTO Budget %Variance REVENUE' Rent Grants TOTAL REVENUE $ EXPENSES' S 1.800.00 Utilities $ 4,800.00 Water &Sewer $ 425.00 Electric &Gas S 1,800.00 Phone $ 175 00 Internet $ 500.00 Housekeeping(mc trash) $ 1,250.00 Building expense /maintenance S semnty system S Insurance Commercial Liability $ Licenses, permits, misc taxes Mike Bookkeeping $ Legal /Accounting fees $ Marketing $ Meeting expense $ Property management expense Office supplies $ TOTALEXPENSES $ CASH FLOW $ -Based on 100 percent crmpon, 65000 17500 100.00 $ 99,495 00 5 20,000.00 $ 119,495.00 5,100 D0 $ 21,600.00 2,100.00 5 6.000.00 5 15,000.00 5 1,800.00 5 2,10000 S 1,200.00 150.00 S 1.800.00 400.00 $ 4,800.00 800.00 5 9,600.00 100.00 $ 8,400.00 1,00000 $ 12,00000 400.00 $ 4,800.00 491.50 $ 5,910.00 400.00 $ 4,800.00 9,422.50 $ 113,010.00 (9,422.50) $ 6,425.00 DRAFT DATE 10/12/2015 Management Services Agreement Dated October _, 2015 between City of Roanoke And Virginia Westem Community College Educational Foundation, Inc. EXHIBIT C SAMPLE SUBLEASE AGREEMENT 28 DRAFT DA I E 10 12: 201 s SUBLEASE AGREEMENT THIS SUBLEASE AGREEM ENT (hcremaLer referred to as the "I ease" or 'Sublease') is effective as of the day of _ _ , by and between Virginia Western Community College Educational Foundation, Inc.. a Virginia non -stock corporation ( 'Sublandlord "),and f'Subumanf -). N'ITNESSETR: THAT FOR AND IN CONSIDERATION of the rents and covcnantx hereinafter set forth, Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, approximately square feet of space in a building located at 709 South Jefferson Street, Roanoke, VA 24011, such premises being crosshatched on the site plan attached hereto as Exhibit A and made a pan hereof, together with the non - exclusive right to use the Common Areas (as hereinafter defined) (mllectivcly. the "I eased Premises "). 10 HAVE AND TO HOLD the Leased Premises unto Subtenant, its permitted successors and assigns, for the term hereinafter provided, and upon the following terms and conditions, to which the parties mutually covenant and agree. Section 1. TERM. This Lease shall be for a term (the "Initial Term I commencing on the earlier cfthe date ofdelivery of the Leased Premises to Subtenant or — which.... first occurs, (the ` Commencement Date'), and tcmtinating at 11.59 PM local time on In addition to the Initial berm.. the Tenn of this Lease shall he automatically extended for consecutive year periods (each such period referred to as a "Renewal Period" and collectiely as the "Renewal Periods') immediately following the Initial Term, unless Subte®mt sends wane. notice to Sublandlord not later than the date that is three (3) months prior to the expiration ofthe initial Or then current term hereof that Subtenant does not desire the Tenn to be so extended During the Renewal Period(s) all the provisions, conditions mid covenant,, of this Lease shall continue in full force and effect except that Rent (as hereinafter defined) pavable for the Renewal Penod(s).shall be asset Ibnh in Section 3 of this Lease. References herein to the word "Term' in this Lease shall include the Tnitial Term and- from and after the date on which a Renewal Period commences, Renewal Pcrtod(s) by which the Temt shall have been extended. Section 2. USE OF LEASED PREMISES; COMMON AREAS, Subtenant shall occupy and use the Leased Premises for and only for office space for the entity set forth above. I he Lease Premises shall not be used for any other company nr propose other than the entrepreneurial and innovative purposes of the Subtenant. Subteuant will not use, permit or suffer the use of, the Leased Premises for any use which is in violation of anv governmental law. rule or regulation, or which is or might constitute a nuisance, or which increases risk of peril to the building of which the Leased Premises is a pan. The common areas (the "Common Areas ") consist of all areas, if am, of the building of which the Leased Premises is a part that are provided by Sublandlord for common carload use or benefit of Subtenant and other Subtenants fsaid building and or their customers, employees, agents and'or invitees and all areas, if any, o he real property on which said building is located and other improvements thereon ao provided by Sublandlord All Common Areas shall be subject to the cxclu,tve control and management ofSuhlaOdlord Section 3. RENT, 3.1 RENT AMOUNT- (a) As rent for the leased Premises (' "Rent'), Subtenant shall pay to Sublandlord, in ac tt on the Last list) day of each calendar month- commencing on the Commencement Date and continuing throughout the I can the following monthly sums: Initial Tenn S _per square foot Renewal Tenn S _ r, square foot If the Commenc micat Date shall be a day other than the last day of is month, the amount of Rent shall be prorated DRAFT DAIL 10'12,2015 for the balance of such month on a per diem basis, and the prorated Rent for such month shall be due and payable on the Commencement Date. If the termination or expiration of the Term shall be a day other than the last day of month, the amount of Rent shall be prorated for such month on a per diem basis Any payment required to be made or cost required to be home by Subtenant under any provision of this Lease, which accrues while this Lease is in effect. shall be additional rent. 3.2 WHERE AND HOW PAYABLE: LATL CIIAR( A-, Suhtetant shall pay the Rent, without demand, offset or deduction, to Sublandlord by delivering or mailing (postage prepaid) to Sublandlord at or to such other address or or such other maroon as Sublandlord from time to time specifies by written notice to Subtenant Any payment made by Subtenant to Sublandlord on account of Rent may be credited by Sublandlord to the payment of any Rent then past due before being credited to Rent currently falling due. Any such payment which is less than the amount of Rent then due shall constitute a payment made on account thereof, the parties agreeing that Sublandlord 'a acceptance of such payment (whether or not with or accompanied by an endorsement or statement that such leaser amount or Sublandlord's acceptance thereof constitutes payment in full of the amount of Rent then due) shall not alter or impair Sublandlord', rights hereunder to be paid all ofsuch amount then due. In the event any installment of Rent is not paid within seven (7) days after it becomes due, it late fee of five percent (5 %) of the past due installment may he charged to Subtenant by Sublandlord. 33 COMMON AREA OPERATING COST S. Commencing on the Commencement Date and continuing throughout the Tenn on the first of can h month Subtenant will pay Sublardlord, as additional rent, one- twelfth ( li 12) of Subteman's proportionate share of the earns Common Area Operating Costa (as hereinafter deficed).' Subtcnati proportionate share' is a fraction, the numerator of which is the gross Ieasable area of the Leased Premises and the denominator of which is the gross leasable area of the building of which the I eased Premises is a pan. The Common Area Operating Costs shall he estimated by Sublandlord on an annual basis for each calendar year ending on December 31. Should the actual Cmnmon Area Operating Costs be less than each Subtenant paid, the amount overpaid by Subtenant will be credited towards Subtenam's .share of Common Area Operating Costs for the first month of the next year or, if the Tenn is expiring, a refund shall be made provided no other charges are outstanding by Subteranr If Common Area Operating Costs are more than Sublandlord', estimate, Subtenant shall pay such excess within thine (3 0) days of receiving a statement thereof Rom Sublandlord. Failure to pay such costs shall he a default under this Lease. "Common Area Operating Costs, means all costs and expenses of every kind paid or incurred by Sublandlord (including reasonable reserves) in operating, managing, equipping lighting, repairing, replacing, landscaping and maintaining all Common Areas. Such costs and expenses shall include_ but not be limited to, costs of all roof and other maintenance, repairs and replacements performed by Sublandlord; any public liability, rent interruption, fire insurance, extended coverage and all other perils coverage purchased by Sublandlord, plus all endorsements and other insurance coverages deemed reasonable by Sublandlord; fees for required licenses and permits: supplies: and reasonable depreciation ofespopment used in the operation or maintenance of the Common Areas. Nothing in this paragraph is intended to impose any obligation upon Sublandlord to purchase any insurance coverage or tifforin any maintenance except as otherwise expressly required herein Section d. ASSIGNMENT AND SUBLETTING. Subtenant shall not assign this I ease, or sublet anv or all of the I eased Premises, or permit any other person or entity to occupy any or all offl e I eased Premises, without on each occasion first obtaining Sublandlord', prior written consent thereto, which consent may be withheld in Sublandlord', absolute discretion. For purposes of the foregoing provisions ofthis subsection, a transfer. by any person or persons controlling Subtenant on die date hereof of such control to a person or persons not controlling Subtenant on the date hereof, shall be deemed to be an assignment of this I -ease. No such action taken with or without Sublandlord's consent shall in any way relieve or release Subtenant from liability for the timely perfomtance of all of Subtenants obligations hereunder unless a written release is signed by Sublandlord. In no event shall this Lease be assignable by operation ofany law, and Subterant's rights hereunder may not become, and shall not be listed by Subicoant as, an asset under any hankmincy, insolvency or reorganization proceedings. Subtenant is not, and may not become, and shall never represent itself to be an agent of Sublandlord. and Subtenant expressly recognizes that Suhlain lord's title is paramount, and that it can de nothing to affect or impair Sublandlord', title Assignees or subleases shall be bound by all pros Lanus of this Lease. Section S. CONDITION OF LEASED PREMISES. Subtenant has examined and knows the present condition of the I eased Premises. The Leased Premises is provided to Subtenant in its current "AS IS" condition. Sublandlord makes no representations or warranties as to the condition of the Leased Promises. URAEf UATF 10 12 2015 Section 6. UTILITIES. Sublandlord shall promptly pay all fuel, water, gas, electricity, sewerage, telephone and other utility charges incurred for the Leased Premises, as the same became due, and promptly make all required deposits for meters soil utilities service Sublandlord shall not be liable to Subtenant for any interruption or failure in the supply of any utility service to the Leased Premises, regardless of the reason for the interuption or failure. Section 7. ISSI "R.ANCE AND 1]'UEb1SIhICCAPION. Z I (a) Subtenant shall indemnify Sublandlord and hold Sublandlord harmless from and against any loss, cost damage or liability for personal injury or property damage arising out of or resulting from Subtenant's occupancy or use of the Leased Premise' and from any event or occurrence taking place on or about the Leased Premises during the I enm of This Lease. This indemnification shall survive the termination of this Lcasc. (b) Pursuant to the requirements of the Service Agreement and the Master Lease, as these terms are described and defined in Section 23 ofthis Sublease Subtenant shall indemnify the City of Roanoke Virginia, and hold the City ofRoanoke Virginia, its agents, employees, and volunteers free and harmless from any and all claims, cause' of action, damages, costs Qncluding attorneys fees). for personal injury or property damage arising out ofor resulting from Subtenant's occupancy or use of the Leased Premises and from any event or occurrence taking place on or about the Leased Premises during the Tern of thus Lease. This indemnification shall survive the termination ul this Lease. 7 2 S.Ie enanL shall. during the -1 cirri of this lease, obtain and maintain the insurance and bonds set forth below. Any required insurance and bonds shall be effective prior to the commencement of the Term. 7.3 Commercial General Liability_ Subtenant shall obtain Commercial General Liability insurance coverage on an occurrence basis insuring against all claims, lass, cost, damage, expense or liability from loss of life or damage or injury to persons or property arising out of any of the work or activity under or by since of this Lease The minimum limits of liability for this coverage shall be S 1,000,000 combined single limit for anyone occurrence and S 1,000.000 aggregate 7.4 \i'orkers' Compensation. Subtenant shall obtain and maintain Workers' Compensation insurance covering all statutory obligations under the laws of the Commonwealth of Virginia and Employer's Liability insurance for all its employees engaged in work under this Agreement. Minimum limits of liability for Fmployer's Liability shall be S 100,000 bodily injury each occurence, $500,000 bodily injury by disease (Policy limit); and $100,000 bodily injury by disease leach entploycc). With respect to the Workers Compensation and Employer's Liability coverage, the insurance company providing such coverage shall waive rights of subrogation against the Sublandlord and the City of Roanoke, its officers, agents, employees and volunteers 7.5 Automobile Liability- Subtenants Automobile Liability insurance shall be in the minimum limit of liability for such insurance shall be $1,000,000 combined single limit applicable to owned or non -owned vehicles used in the performance of any work. 7.6 Umbrella Coverage_ The insurance coverages and amounts set forth in this Section 7 maybe met by an ambrella 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 s'pedfic Policy numbers indicated for the insurance providing the coverage required by subsections I, 2 or 3, and it is further agreed that such statement shall be made a pan of the certificate of msuranee famished to the Sublandlord_ 7 i Evidence of Insurance. All insurance shall meet the following requirements_ (a) Subtenant shall famish the Sublandlord o certificate or certificates of insurance showing the type. amount. effective date and date of expiration of the policies. The Sublandlord .shall be notified of any deductible greater than IWi.i of the policy limit and such deductible shall be subject to approval of the Sublandlord, which shall not be unreasonably withheld. DICAF I DATE 10.12'2015 (b) The required certificate or certificates of insurance shall include substantially the following statement "The mar mat covered by this certificate shall not be canceled or materially altered, except after ([tiny (30) days written notice has been provided to the Virginia Western Community ('ollege Educational Foundation, Inc." (c) Except for Workers Compensation coverage and Emplo)er's Liability coverage. the required eenifmate or cenifcates of insurance shall name the Sublandlord, its officers, agents, employees, and volunteers as additional insureds_ 7.8 Insurance coverage shall be in a form and with an insurance company approved by the Sublandlord which approval shall not be unreasonably withheld. Any insurance company providing coverage under this Lease shall be authorized to do business in the Commonwealth of Virginia_ 79 PERSONAL PROPERTY IS SUBTENANT'S RISK. All personal property in the Leased Premises shall be and remain at Subtenanfs sole risk, and Sublandlord +hall not be liable for any damage to nor loss of such personal Property unsung from any act, of negligence of any other persons, nor from the leaking of the roof, the bursting leaking er overflowing of water, sewer or steam pipes, the heating or plumbing itxtrims, electric wires or fixtures, or from any other cause whatsoever_ The parties hereto mutually agree that Subtenant shall have no right to claim any compensation or reimbursement for any damages suffered by, or alleged to have been suffered ormstamed by, any of Subtenants property while on the Leased Premises. Subtenant shall maintain caeualry insurance on Subtenant's personal property on the Leased Premises, provide Sublandlord unit evidence ofsueh insurance policy prior to initial occupancy of the Leased Premises and provide Sublandlord with evidence that such policy has been renewed at least thirty (30) days prior to each expiration date of the policy. Subtenant agrees not to store on the leased Premises any property which would pose a danger to persons or the Leased Premises (ir would constitute a vioku.n fany law_ Section S. REAL ESTATE TAXES. Subtenant shall timely pay any taxes, leasehold taxes, or other charges in connection with this Sublease Subrenam shall reimburse Sublandlord for any and all taxes, fees or costs incurred andler paid on its behalf Section 9. REPAIRS AND AT rEPLATIONS. 9.l REPAIRS- Subtenant shall, at Subtenants expense, during the Term keep and maintain the entire Leased Premises in good repair and condition and shall make at Subtenant's sole expense such replacements, restoration, renewals or repairs, in quality equivalent or better than the ongimal work replaced, as may be required to so maintain the same, ordinary wear and tear only excepted. Nothing herein shall be consttued as requiring Sublandlord to perform any repair or maintenance to the Leased Promises. Subtenant shall, at its expense, at all times keep the Leased Premises in a neat, orderly, sanitary and safe condition. 9.2 ALT ERA I ION'S. Subtenant shall not make any alterations of, additions to or changes' in the Leased Premises without the prior written consent of Sublandlord, which consent may be withheld in Sublandlord's sole discretion and all alterations, changes'_ and improvements, by whomsoever made, shall immediately become the property of Sublandlord_ Any work performed by Subtenant shall be done in a good and workmanlike manner Subtenant shall not at any time permit any work to be perfrnned on the Leased Premises except by duly licensed contractor, which must carry general public liability insurance, cettifiemes of which shall be furnished to Sublandlord. At no time may Subtenant do any work that results in a claim or lien against Sublandlord or the Leased Premises, and, iRequlred by Sublandlord on termination of the Lease or vacation of the Leased Premises by Subtenant, Subtenant shall restore, at Subtenant's expense the Leased Premises to the some condition as existed at the comntenconmcnt of the Term_ ordinary wear and tear excepted. Section 10. DEFAULTS BY SUBTENANT; TERMINATION 10.1 DEFINITION. As used in this Lease each ofthe following events shall constitute an "Event of Default ": (a) if Subtenant (i) fails to pay the Rent or any other sum which Subtenant is obligated to pay under this Lease, when and as it is due and payable hereunder and without demand therefore and such failure continues for seven (7) days or more after notice thereof from Sublandlord, or (it) in any respect violates any of the other terms, conditions or covenants set forth in this Lease and such failure continues for thirty, (30) days or more after notice thereof from Sublandlord: or DRAPTDATE 1(1'122015 (b) if Subtenant U) applies for or consents to the appointment of receiver, trustee or liquidator of Subtenant or of all or a substantial part of its assets (ii) tiles a voluntary petition in bankruptcy or admits in writing its inability to pay its debts as they come due. (iii) makes an assignment for the benefit of its creditors. (v) files a petition or an answer seeking a reorganization or an arrangement with creditors, (it seeks to take advantage of any insolvency law, (v) performs any other act cf bankmptcy, or (vi) there otherwise commences with respect to Subtenant or any of its assets any proceeding under any bankruptcy, reorganization. arrangement, insolvency, readjustment, receivership or similar law, and such order, judgment, decree or proceeding continues unstayed for more than sixty (60) consecutive days after the expiration of any stay thereof 10.2 SUBLANDLORD'S RIGHTS UPON EVENT OF DEFAULT. Upon the occurrence of any Lveat of Default, Sublandlord may. (a) declare the entire balance of the Rem for the remainder of the Term to be due and payable, and collect such balance in any manner not inconsistent with applicable law, (b) with or without terminating this Lease and lorwith or without reentering and obtaining possession of Leased Premises relet any or all of the leased Premises for Subtenant's account for any or all of the remainder of the Term as heremabove defined, or for a period exceeding such remainder, in which event Subtenant shall pay to Sublandlord any deficiency in the Rent resulting. with respect to such remainder, from such releuing, as well as the cost to Sublandlord of any attomcys fees or of any repairs or other action (including those taken in exercising Sublandlord 's rights under any provision ofthis Lease) taken by Sublandlord on account of such Event of Default; (c) terminate this Lease and the then unexpired term hereof, except as to the rights and remedies of Sublandlord upon temtination as provided herein. (dl cure such Event of Default, in which case Subtenant shall reimburse Sublandlord for all expenses incurred by Sublandlord in doing so, plus interest thereon at the rate of eight percent (Vv) per annum, which expenses and interest shall be additional rent and shall be payable by Subtenant immediately upon demand therefore by Sublandlord; and or (0 pursue any combination of such remedies and or any other remedy available to Sublandlord on account of such Event of Default under applicable law or at equity. Section 11. HOLDING OVER Subtenant agrees at the termination ofthis Lease, by lapse of time or otherwise, to forthwith leave, surrender, and yield up the Leased Premises and a holding over or continuance in the occupancy of the Leased Premises shall not work an c,umsmn of this I ease but in anv and all such cases Subtenant shall be o Subtenant at will at the option of Sublandlord, subject to removal by Sublandlord by summary process and proceedings, it being provided further than an acceptance of Rent by Sublandlord during such holding over period shall operate to create a tenancy from month to month only terminable upon thirty days' notice and in such case all provisions ofthis Lease not inconsistent with a tenancy from month to month shall remain in force except that the Rent shall be 175% of the then current Rent. Section It SCBLANDLORD'S RIGHT OF ENTRY. Sublandlord and its agents shall be entitled to enter the Leased Premises at any reasonable time to allow inspection by prospective lenders, purchasers, and Subtenants, to make such repairs. alterations or changes as Sublandlord deems necessary, and for any other purpose relating to the operation or maintenance of the Property. Section 13. CASUALTV DAMAGE. In the event the Leased Premises or any part thereof is destroyed or so damaged by fire or other casualty as to make the leased Premises totally or partially unfit for use, the Sublandlord shall have the option either to repair such damage or terminate this Sublease Agreement The Sublandlord shall provide Subtenant with notice of the Sublandlord's election within sixty (60) days after the occurrence of the casualty that caused the damage or destmetion of all or a portion of [.eased Premises_ Section 14. CONDEMNATION. In the event the whole of the Leased Premises is taken by eminent domain. this Sublease Agreement shall terminate as of the date title to the Leased Premises xess in the coodemning authority_ If a portion of the Leased Premises is taken by eminent domain, either party shall have the right to connote this [-case as of the date of transfer of title, by giving thirty (30) days' written notice to the other party. In the event of any taking under lire power of eminent domain. Subtenant shall not be entitled to any portion of the award paid for the taking and the Sublandlord shall receive the full amount of such award. Sublenanl hereby expressly waives any right or claim to any portion thereof Although all damages. whether awarded as compensation for diminution in value of the license or to the fee of the Leased Premises, shall belong to the Sublandlord, Subtenant shall have the right to claim and recover from the condemning authority, but not from the DRAFT DATF 10111015 Sublandlord or the City ofRoanoke, Virginia, such compensation as may be separately awarded or recoverable by Subtenant on account of any and all damage to Subtenants business and any costs or expenses incurred by Subtenant in removing its equipment, personal property. and any relocation expenses. Section 15. NIECHANICS' AND NIATERIALVIEN'S LIENS. Subtenant .shall bond. remove or have removed any mechanic's, matenalmen's or other lien fled or claimed against the Leased Premises by reason of labor or materials provided for or at the request of Sublenanr orany of its contractors or subcontractors, or otherwise arising out of Subtenant's use or occupancy of the Leased Premises, and indemnify and hold harmless Sublandlord against and from any and all liability (ir expense ( including, by way ofoxample rather than of limitation, that of reasonable attorneys fees) incurred by Sublandlord on account of any such lien or claim_ Section 16. QUIE "L ENJOYMENT; SURRENDER; FINAL INSPECTION. Sublandlord hereby covenants that Subtenant, on paying the Rent and performing the other covenants set firth herein, shall peaceably and quietly hold and enjoy the Leased Premises throughout the Temt, without interference from Sublandlord subject nevertheless to the [eons of this Lease and to any mortgages, agreements and encumbrances to which this Lease is or may be subordinated Upon the expiration or earlier termination of theTerm. Subtenant shall surrender the Leased Premises and all keys thereto to Sublandlord in good order and repair (casualty damages and ordinary wear and rear excepted) and broom clean. Any and all improvements, repairs, alterations and all other property attached to, used in connection with or otherwise installed upon the Leased Premises in shall become Sublandlord's property without payment therefore by Sublandlord at the expiration of the Tern, and (i0 shall be sorcndered to Sublandlord upon the expiration or earlier termination of the Term, except that any machinery, equipment or fixtures installed by Subremen and used in the conduct of Subtenant's trade or business (rather than to serve the Leased Premise) shall remain Subtenant's property and shall be removed by Subtenant at the expiration or earlier termination of the Term, and Subtenant shall promptly thereafter fully restore any of the Leased Premises damaged by such installation or removal. At Sublandlord's option, Subtenant shall meet with Sublandlord or Sublandlord's agent for Sublandlord m conduct a final inspection of the Leased Premises on the last day of the Tern or on such other date as is nmtually agreed by Sublandlord and Subtenant_ Section 17. SECURITY DEPOSIT. Subtenant, concorenlly with the execution of this Lease has deposited with Sublandlord a security deposit m the amount of 5 (the "Security Deposit') as security for the performance of Subtenants obligations hereondet If Subtenant defaults with respect to any provision ofthis Lease including, but not limited to, the provisions relating to the payment ofany Rem, Sublandlord, in its sole discretion, may elect to use, apply or retain all or any part of the Security Deposit for the payment of any Rent or any other sum due to Sublandlord hereunder or for the payment ofany other loss or damage which Sublandlord may suffer by reason of Subterwm's default continuing beyond any cure period. Ifany portion of the Security Deposit is so used or applied, Subtenant shall, within thirty (30) days after written demand therefore, deposit with Sublandlord an amount sufficient to restore the Security Deposit to its original amount and Subtenant's failure to do so shall be a material breach of this Lease Unless required by applicable law, Sublandlord shall not be required to keep the Security Deposit separate from its general funds, and Subtenant shall not be entitled to interest on the Secants Deposit IFSobtcnaut shall fully and faithfully perform each provision of this Lease to be performed by it, the .Security Deposit or any unused balance thereof shall be returned to Subtenant within thirty (30) days following Lease expiration. Sublenanr, vacating the Leased Premises and removing all of its property. Section 18. NONDISCRIMINATION During the Lease I crm. Subtenant agrees as follows. is I Subtenant will not discriminate against any employee mr applicant far employment because of ace. religion, color, sex, national origin. age, disability, mr other basis prohibited by law reining to discrimination in employment except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Subtenant Subtenant agrees to pmt in a conspicuous place, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. 18.2 Subtenant, in all solicitations and advertisements for employee' placed by or on behalf of Subtenant will state that Subtenant is on equal employment opportunity employer_ DRAFT DAfE 10, 12,201 183 Notices, ndcemsements and solicitations placed in accordance with federal law, role or regulation shall be deemed a ffirrent for the purpose of meeting the requirements of this section 18.4 Subtenant will include the pro visions of the foregoing paragraphs in this Section 18 in every contract, subcontract, or purchase order of over 810- 000 - so that the provisions will be binding upon each contractor, ,subcontractor. or vendor. Section 19. DRLG -FREF, R'ORKPLACF. 19.1 During the Lease Tcnn. Subtenant agrees to if provide a drug free workplace for Subtenant employees, (it) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that unlawful manufacture, sale. distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specifying the action that will be taken against employees for violations of such prohibition: (tit) state in all solicitation or advertisements for employees placed by or on behalf of Subtenant that Subtenant maintains o drug free workplace. and (iv) include the provisions of the foregoing clauses in every subcontract or purchase ogler over,810,000, se that the provisions will be binding upon each suhcontractor or vendor. 19.2 For the purposes of this section.' dmg free workplace' means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of this Lease Agreement. Section 20. FAITH BASED ORGANIZATIONS Pursuant to Virginia Code Section 22- 4343.1, all parties shall be advised that the Sublandlord does not discriminate against faith -based organizaterns Section 21. NOTICES. Any notice, demand, consent, approval, request or other communication or document to be provided hereunder to a party hereto shall be in writing addressed m Subtenant at the Leased Premises and to Sublandlord at , and sent by certified or registered mail in the United States mail, postage prepaid, return receipt requested or by nationally recognized courier_ Either Party may change its notice address from time to time by giving notice of such change to the other in the manner set forth in this Section. Any such notice shall be considered given on the date of such deposit with such overnight courier for next business day delivery or deposit in the United States mad, but the time period in which to respond to such notice shall commence on the date of courier delivery or on the date received following deposit in the United States mail as provided above_ Rejection or other refusal to acceptor inability to deliver because of changed address of which no notice was given shall he deemed to be receipt o(the notice. Section 22. GENERAL. 22.1 COMPLFI E AND FINAL UNDERSTANDING: AMENDMENT. This Lease represents the complete understanding between the parties hereto as to the subject matter hereof, and supersedes all prior negotiations, representations, warranties. statements or agreements, either written or oral between the parties hereto as to the some This Lease may be amended by and only by an instrument executed and delivered by both Sublandlord and Subtenant. 2a 2 APPI.ICABI E I AW: WAIVER: TLVIF OF ESSENCE. I his Lease shall be given effect and construed by application of the laws ofthc Con rs onwealth of Virginia. Sublandlord shall not he deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and no delay or omission by Sublandlord in exercising any such right shall be deemed to he a waiver of the future exercise thereof- No such waiver made with respect to any instance invehhng the exercise of any such right shall be deemed to be a waiver with respect any other such instance. or any other such right. I one shall be of the essence in this Lease 223 PART JAL INV ALIDIIY. NO JOIN f VENTURE. Ifany term or provision ofthis Lease or the application thereof to any person or circumstances shall, to any extent, he invalid or unenforceable, the remainder of this Lease, or the DRAFT DATE 10, 12 application of'rich term or pmvision m persons or Circumstances other than those to which it is held invalid or unenforceable_ shall not be affected themby, and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted bylaw The relationship of the parties is that of Sublandlord and Subtenant only, and nothing in this Lease shall be construed as creating a partnership, joint venture, principal, agent or any other relationship. Except as expressly otherwise provided herein, neither party shall have any right or power to create any, expense or liability chargeable to the other party. 22.4 BROKERS: ATTORNEYS FEES. Sublandlord and Subtenant. respectively, represent and warrant to the other that it has not dealt with any real estate broker or other person who may claim a fee or commission in connection with this Lease. and each party agrees to indemnify and hold the other harmless against any such claim made by any other broker claiming by, through or under such party. Subtenant's obligations hereunder shall survive the expiration or earlier termination of this Lease. In the event that any legal matter, dispute, action or proceeding exists or is commenced by or between Sublandlord and Subtenant under this Lca c, the prevailing party shall be reimbursed reasonable attorney's' fees and court costs m such matter SECTION 23. MASTER LEASE. Subtenant acknowledges and agrees that this Lease and the Leased Premises are subject to a Lease Agreement dated , 2015, by and between Sublandlord, as Tenant, and the City of Roanoke, Virginia, as Landlord (the "Master Lease "). Subtenant further acknowledges and agrees that this Lease, Leased Premises, and the Master Lease are subject to a Master Services Agreement by and between Sublandlord and the City of Roanoke, Virginia dated , 2015 (the "Services Agreement'). All terms and conditions of the Master Lease are incorporated herein by reference. In the event any term or condition of this Lease conflicts with the Master Lease, the Master Lease shall control. Subtenant specifically acknowledges and agrees that this Lease shall aulomalically terminate upon the termination or expiration of the Master Lease or the Service Agreement. i Signatures appear on the following page(s)_I DRAFT DATE 10.12;2015 WITNESS the following signalures and teals cffeco, as of the day and year first above written. SUBLANDLORD_ VIRGINIA WESTERN COMMUNITY COLLEGE EDUCA "I [ONAL EOUNDA I ION, INC Be lu SUBTENANT: Bc' Its DRAT I DATE 1012 2015 F *hibit A Lexxed Promises 10 DRAFT DATE 10/ 12/2015 LEASE AGREEMENT This lease made this _ day of October, 2015 ( "Lease Agreement ") by and between CITY OF ROANOKE, VIRGINIA, a Virginia municipal corporation, hereinafter called Lessor or the City, and the VIRGINIA WESTERN COMMUNITY COLLEGE EDUCATIONAL. FOUNDATION, INC., a Virginia non -stock corporation, hereinafter called Lessee. RECITALS: WHEREAS, the City and Lessee have entered into a Management Services Agreement dated October , 2015 (the "Management Services Agreement "), in which the Lessee has agreed to certain terms and conditions to manage and operate, or to have its designee manage and operate, a technology acceleration center ( "Acceleration Center ") focused primarily on connecting early stage companies to peers, mentors, and investors; WHEREAS, the City desires to lease to Lessee that certain property, as described below, as renovated and upgraded, to manage and operate, or to have its designee manage and operate, the Acceleration Center at the leased premises and allow Lessee to enter into sublease agreements with third parties according to the terms contained herein; and WHEREAS, the City desires to lease the Leased Premises to Lessee for such purposes as defined herein, upon the terms and conditions stated below. NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and the Recitals set forth above which are incorporated herein and made a material part of this Lease, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the City and Lessee, the City and Lessee agree as follows: SECTION 1. LEASED PREMISES Lessor hereby ]cases to Lessee, and Lessee accepts such lease, of all that real property located in Roanoke, Virginia, designated as Roanoke Official Tax Map No. 1020510, located at 709 South Jefferson Street, Roanoke, VA. 24011, consisting of 0.1671 acres, more or less. together with a building and improvements thereon (the "Property "), as such Property has been, and will be, renovated and improved in accordance with the Management Services Agreement and terms and conditions contained herein ( "Leased Premises "). SECTION 2. CONDITION OF PREMISES A. Lessor represents and warrants to Lessee that, as of the commencement of the Lease Term. the Leased Premises will be in compliance with all laws, ordinances and regulations DRAFT DA IF 10/12/2015 of or relating to commercial property located in the City of Roanoke, VA, including but not limited to the Americans with Disabilities Act of 1990 ( "ADA "), building codes and environmental laws. lessee may enter into a sublease or subcontract agreement with Virginia Western Community College (the "College ") or some other third party such that the College or designated third party shall be responsible for the day -to -day management of the Acceleration Center and the negotiation of one or more subleases with third parties, including but not limited to Cohort Companies (as defined in the Management Services Agreement). All subleases, other than any sublease between the Lessee and the College, shall be in a form with terms and conditions at the sole discretion of Lessee to be included as Exhibit C attached to the Management Services Agreement; and, provided further, that no such terms and conditions of any sublease shall conflict with the terms and conditions contained herein or in the Management Services Agreement. The form of any sublease between Lessee and the College shall he approved by Lessor, such approval not to be unreasonably withheld. Lessee acknowledges and agrees that at all times during the Lease Term (as defined in Section 3 below) two- thirds of the Leased Premises (or, 2 floors) shall be used by Lessee, the College, performing activities for the Accelerator Program, and/or Cohort Companies for the Accelerator Program; one -third of the Leased Premises may be used and /or subleased for any other purpose in accordance with all laws and this Lease Agreement B. Lessee accepts the Leased Premises in their "AS IS" condition as of the commencement of the Lease Term. As of the date of the commencement of the Lease Term, all utility services will be adequate for the Lessee's intended use. SECTION 3. LEASE TERM A. The terns of the Lease shall be a term of five (5) years from the date Lessee first occupies the Leased Premises, after renovations to the Property are substantially completed and a permanent certificate of occupancy is issued by the City of Roanoke Building, Planning and Development Department, and ending five (5) years after such date, subject to the termination rights of the parties as set forth in this Lease Agreement ( "Lease Tenn"). Upon establishment of the dale of occupation, the City and Lessee shall execute an estoppel letter that establishes (i) the Lease Term as set forth in this Lease Agreement; and (it) the acceptance of the condition of the Leased Premises by Lessee. B. Lessee shall operate the Acceleration Center and the Leased Premises for the first full year of the "Feint. At any time after the first full year of the Term, Lessee may notify the City of Lessee's desire to renegotiate the terms of the Lease. After ninety (90) days following the receipt of the such notice. if the City and Lessee have not agreed upon the renegotiated terms of the Lease, Lessee may terminate the Management Services Agreement and the Lease with six (6) months written notice to the City. SECTION 4. RENT AMOUNT In consideration of its Lease of the Property, Lessee shall pay to the City the sum of one dollar (51.00) per year, payable beginning on or before the beginning of the Lease Term and on each anniversary date of the beginning of the Lease Term. The City acknowledges and agrees that the rental amount set forth in this Section 4 is adequate consideration for this Lease DRAFT DATE 10'12 2015 Agreement and use of the Leased Premises by Virginia Western Foundation for the Lease Term, and the City hereby waives any and all defenses and arguments of or relating to inadequate consideration. SECTION 5. ADDITIONAL RENT: TAXES AND (OTHER CHARGES A. In addition to payment of the rent as set forth above. Lessee shall timely pay any taxes, leasehold taxes, or charges in connection with this Lease Agreement or under any sublease, or other use and occupancy agreement that Lessee. Cohort Companies, or other sublessees or occupants may be required by law or regulation to pay. The parties acknowledge and agree that Lessee is a 501(c)(3) entity which exempts Lessee from certain taxes. Exemption from any tax, in accordance with laws and at the discretion of Lessee, shall relieve Lessee from its duty under this Section. B. Lessee shall reimburse the City for all stonnwater utility fees assessed by the City of Roanoke for the Leased Premises pursuant to Chapter 11.5 Code of the City of Roanoke (1979), as amended. SECTION 6. RIGHT OF ENTRY The Lessor shall have the right to enter the Leased Premises upon twenty -four (24) hours advance written notice (except in the event of an emergency, in which case Lessor shall have the right to immediate entry) for the purpose of making necessary repairs or inspections to ensure that the conditions of this Lease Agreement are being fulfilled. Any contractual deficiencies in the conditions of the Leased Premises will be brought to Lessee's attention. Lessee will attempt to rectify said deficiencies within ten (10) working days or any other mutually agreed upon time frame. If Lessee refuses or fails to rectify the deficiencies, the Lessor may terminate this Lease Agreement as provided in Section 17 of this Lease Agreement. SECTION 7. MAINTENANCE OF LEASED PREMISES A- Lessee will maintain the Leased Premises, including the interior of the building and all contents therein, in good repair at Lessees sole cost and expense. Lessee's maintenance responsibilities include: 1. Custodial and basic day to day maintenance; 2. All costs for utility use (power, telecommunication, internet, water, sewer. garbage, etc.); 3. Routine and reasonable floor and carpet care at a minimum of twice a year, 4. Interior window cleaning; 5. Providing, cleaning and maintaining floor mats: 6. Providing pest control services: 7. Electrical system maintenance to include outlets, breakers, fuse boxes, etc. that are considered minor and not a major electrical system problem: DRAFT DATE 10/12/2015 8. Plumbing to include repair of any small leaks and stoppages; 9. Replacement of fluorescent tubes and/or bulbs in light fixtures; 10. Snow and ice removal from parking lot and sidewalks; and 11. Elevator inspection and maintenance. B. Lessee shall also be responsible for other routine and regular repairs to the building. Routine and regular repairs are those repairs with no one expense exceeding $500, which may include but are not limited to: I. Minor electrical work; 2. Plumbing repairs; 3. Painting; and 4. Glass repair. C. Lessor shall be solely responsible for all other maintenance and repairs of the exterior (including the roof) and the mechanical systems of the Leased Premises. SECTION 8. ALTERATIONS TO LEASED PREMISES A. Lessors Work. I. As used herein the tens, "Lessor's Work" shall mean completion of all work descnbed in the Work Letter attached hereto as Exhibit "A ". which work shall he performed at Lessor's sole cost and expense and in compliance with all applicable laws and grant or other funding requirements. All Lessor's Work shall be completed in substantial accordance with plans and specifications as- provided to Lessee. 2. Lessor shall complete all of Lessor's Work on or before __ (the "Target Date'). Lessor shall notify Lessee, in writing, of any substantial changes, omissions or additions to Lessor's Work. Any such written change order shall specify any extension of the Target Date required as a result of any such changes, omissions or additions. B. Acceptance. Upon completion of Lessor's Work, Lessee shall have fifteen (15) days to give Lessor written notice of (i) Lessee's acceptance of Lessor's Work as complete (the "Acceptance Notice"), which shall include a punch list (the "Punchlist") of any items remaining to be completed, or (ii) any failure of Lessor to complete Lessor's Work in accordance with this Section 8 (the °Objection Notice "). As used herein, the "Completion Date" shall be the earlier to occur of the date Lessor receives the Acceptance Notice or the expiration of such fifteen (15) day period if Lessee does not provide Lessor any Objection Notice during such period. If Lessee does not provide Lessor any notice during such fifteen (15) day period, Lessee shall be deemed to accept the Leased Premises. DRAFT DAME 10/12/2015 C. Subject to the terms of this Section 8, Lessee may, at its own cost and expense, make alterations or renovations to the Leased Premises, in a manner consistent with all necessary federal, state, and local requirements, permits, and approvals. All plans for alterations or renovations are subject to timely review and approval of the Lessor's City Manager, or the City Manager's designee, which approval shall not be unreasonably withheld. The prior approval of the Lessor's City Manager, or the City Manager's designee, shall be required for alterations or renovations initiated by any Cohort Company (or any other sublessee) requests. The Lessor's failure to respond to approval under this section within thirty (30) days shall be deemed approval by the Lessor and consent to proceed. D. The review and approval by the Lessor is solely for the purposes- of this Lease Agreement and in no way constitutes or shall be deemed approval by or waiver of any review, permits or approvals required by the City of Roanoke in its regulatory capacity or the approval of any other regulatory entity. Any alteration or renovation shall not impair the safety of the Leased Premises, or any portion thereof, and shall be made according to all applicable laws, ordinances and regulations. F. All alterations, additions, improvements, repairs, replacements, or fixtures made or replaced by Lessee or sublessees on the Leased Premises, including lighting, molding and any other article permanently affixed to the Floor, wall or ceiling of the Leased Premises shall remain the property of the Lessor, risk of loss as to such personal property of the Lessor shall remain with the Lessor at all times during the Term. F. Lessee shall not retain or permit a Cohort Company (or any other sublessee) to retain a contractor unless said contractor posts a Payment and Performance Bond in accordance with Virginia Code Section 2.2 -4337. Lessee shall promptly pay or cause such sublessee to pay for all labor and materials used in constructing any improvements, alterations, or fixtures on the Leased Premises and shall do all things necessary to prevent the tiling of any mechanics', materlalmen, or other type of lien or claim against the Lessor or the Acceleration Center by, against, through, or under Lessee, Cohort Companies (or any other sublessees) or their contractors or subcontractors. Lessee and Cohort Companies (or any other sublessees) shall notify contractors that the Lessor's interest shall not be subject to any liens or claims for alterations, improvements or fixtures to the Acceleration Center by Lessee or Cohort Companies (or any other sublessees). The Lessor's interest shall not be subject to any liens or claims for alterations, improvements or fixtures to the Acceleration Center. If any such lien or claim is filed. Lessee shall use its best efforts to cause the same to be released within ninety (90) days of filing of the lien. G. The parties agree to and will comply with all applicable federal, state, and local laws, ordinances, and regulations, including, but not limited to all applicable licensing requirements, environmental regulations, and OSHA regulations. Each party further agrees that they do not and shall not during the performance of this Lease Agreement knowingly employ an unauthorized alien as defined in the federal Immigration Reform & Control Act of 1986. SECTION 9. INSURANCE DRAFT DATE 10112'2015 A- Requirement of insurance. Lessee, shall, during the life of this Lease Agreement, and any Cohort Company or other sublessee shall during the term of its sublease, obtain and maintain the insurance and bonds set forth below in this Lease Agreement. Any required insurance and bonds shalt be effective prior to the commencement of this Lease Agreement or, in the case of a Cohort Company or other sublessee, prior to the commencement of its sublease agreement. Commercial General LiabiliL. Commercial General Liability insurance coverage on an occurrence basis insuring against all claims, loss, cost. damage, expense or liability from loss of life or damage or injury to persons or property arising out of any of the work or activity under or by virtue of this Lease Agreement. The minimum limits of liability for this coverage shall be $1,000,000 combined single limit for any one occurrence and $1,000,000 aggregate. >_ Workers' Compensation. Lessee shall obtain and maintain Workers' Compensation insurance covering all statutory obligations under the laws of the Commonwealth of Virginia and Employer's Liability insurance for all its employees engaged in work under this Agreement. Minimum limits of liability for Employer's Liability shall be $ 100,000 bodily injury each oceurrencc; $500.000 bodily injury by disease (Policy limit). and $100,000 bodily injury by disease (each employee). With respect to the Workers' Compensation and Employees Liability coverage, the insurance company providing such coverage shall waive rights of subrogation against the City, its officers, agents, employees and volunteers. 3, Automobile Liability. Lessee's Automobile Liability insurance shall be in the minimum limit of liability for such 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 Lease Agreement or under a sublease agreement. 4. Umbrella Coverage. The insurance coverages and amounts set forth in this Section 9 may be met by an umbrella liability Policy following the form of the underlying pnmary 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 by subsections I, 2 or 3, and it is further agreed that such statement shall be made a part of the certificate of insurance furnished to the City. B. Evidence of Insurance. All insurance shall meet the following requirements: I. Lessee, the Cohort Company, or the other sublessee shall furnish the City a certificate or certificates of insurance showing the type, amount, effective dates and date of expiration of the policies. The City shall be DRAFT DATE 10/12/2015 notified of any deductible greater than 10% of the policy limit and such deductible shall be subject to approval of the City, which shall not be unreasonably withheld. However, this deductible requirement shall not apply to pre - funded /fully- funded deductible programs upon proper documentation acceptable to the City's Risk Manager. The required certificate or certificates of insurance shall include substantially the following statement: "The insurance covered by this certificate shall not be canceled or materially altered, except after thirty (30) days written notice has been provided to the City of Roanoke." Except for Workers' Compensation coverage and Employer's Liability coverage, the required certificate or certificates of insurance shall name the City, its officers, agents, employees, and volunteers as additional insureds in connection with this Lease Agreement. 4_ Insurance coverage shall he in a form and with an insurance company approved by the City which approval shall not be unreasonably withheld Any insurance company providing coverage under this Lease Agreement shall be authorized to do business in the Commonwealth of Virginia. C. During the Lease Tenn, Lessor shall maintain a self - insured program administered by the Office of Risk Management covering the Leased Premises. SECTION 10. DAMAGE OR DESTRUCTION In the event the Leased Premises or any part thereof is destroyed or so damaged by fire or other casualty as to make the Leased Premises totally or partially unfit for use, the Lessor shall have the option either to repair such damage or to terminate this Lease Agreement. The Lessor shall provide Lessee with notice of the Lessor's election within sixty (60) days after the occurrence of the casualty that caused the damage or destruction of all or a portion of the Leased Premises. All subleases shall include this provision. SECTION 11. CONDEMNATION In the event the whole of the Leased Premises is taken by eminent domain, this Lease Agreement and all subleases shall terminate as of the date title to the Leased Premises vests in the condemning authority. If a portion of the Leased Premises is taken by eminent domain, either party shall have the right m terminate this Lease Agreement as of the date of transfer of title, by giving thirty (30) days' written notice to the other party. In the event of any taking under the power of eminent domain, Lessee shall not be entitled to any portion of the award paid for the taking and the Lessor shall receive the full amount of such award. Lessee hereby expressly waives any right or claim to any portion thereof Although all damages, whether awarded as compensation for diminution in value of the license or to the fee of the Leased Premises, shall belong to the Lessor. Lessee shall have the right to claim and recover from the condemning authority, but not from the City acting as Lessor, such compensation as may be separately awarded or recoverable by Lessee on account of any and all damage to Lessee's business and any DRAFT DATE 10'1212015 costs or expenses incurred by Lessee in removing its equipment, personal property, and any relocation expenses. SECTION 12. RISK OF LOSS Notwithstanding anything herein to the contrary. Lessee shall bear the risk of any loss of, or damage to, the Leased Premises and/or any goods and items or personal property in the Leased Premises during the Lease Temi. Also, notwithstanding anything herein to the contrary, City shall not be liable for any direct, consequential, incidental, or any other damages incurred by Lessec, any Cohort Company, or any other sublessees, due to any malfunction, theft, vandalism, acts of God (including, without limitation, lightning, wind, rain, flood, hail, fire or storms) lack of electricity, lack of air conditioning, lack of heat, or any other damages resulting from any reason whatever to the Leased Premises or arising out of or resulting from any use of the Leased Premises by the Lessee or its sublessees, users, or occupants. SECTION 13. INDEMNIFICATION A. Lessee agrees and binds itself, and shall require the same of any Cohort Company (or any other sublessee), to indemnify, keep and hold the Lessor, its officers, agents, employees and volunteers free and harmless from any and all claims, causes of action, damages, costs (including attorney's fees), or any liability on account of any injury or damage of any type to any third party persons or property growing out of or directly or indirectly resulting from any act or omission of Lessee arising from or related to the following items. (I) Lessee's use of the public ways or other areas of Lessor in connection with this Lease Agreement; (2) the operation, maintenance. repair or extension of the Leased Premises but only to the extent the operation, maintenance, repair or extension is the responsibility of Lessee hereunder; (3) the failure, refusal or neglect of Lessee to perform any duty imposed upon or assumed by Lessee or under this Lease Agreement, (4) any claim made against the Lessor made or arising out of any negligence or intentional misconduct of Lessee or a Cohort Company (or any other sublessee); or (5) any claim brought by a subtenant of Lessee against the Lessor for any reason arising from the use of the Leased Premises by such subtenant; provided however that Lessor shall be responsible for those portions of the claims, causes of action, damages, costs or any liability relating to or arising from Lessor's duties hereunder, negligence or intentional misconduct In the event that any suit or proceeding shall be brought against the Lessor at law or in equity. either independently or jointly with Lessee or a Cohort Company (or any other sublessee) on account of anything set forth above, Lessee, upon notice given to it by the Lessor, will defend the Lessor in any such action or other proceeding, at the cost of Lessee; and in the event of any settlement or final judgment being awarded against the Lessor, either independently or jointly with Lessee, then Lessee will pay any such settlement or judgmient or will comply with such decree, pay all reasonable costs and expenses of whatsoever nature and hold the Lessor, its officers, agents, employees and volunteers harmless therefrom. Lessor shall not enter into any settlement for any such action, proceeding or claim without the agreement of Lessee; failure to secure Lessee's agreement to such settlement shall waive Lessor's right to indemnification of such settlement payment and all related and associated costs and expenses. B. virginia Western Foundation's liability to City arising from or related to this Lease Agreement and the Management Services Agreement for any claims or damages DRAFT DATE 111,/1212015 ("Claims") that are covered by the proceeds of Virginia Western Foundation's insurance programs, shall be limited to the actual insurance proceeds that are paid to or on behalf of Virginia Western Foundation. If the Claim is not covered by insurance required herein, the Foundation's liability shall be limited to $125,000 or the amount of the Claim, whichever is less. If Virginia Western Foundation fails to maintain the insurance required herein, there shall be no cap on Virginia Western Foundation's liability for Claims. SECTION 14. NONDISCRIMINATION During the Lease Tcrm, Lessce agrces as follows. A. Lessee will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by law relating to discrimination in employment except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Lessee. Lessee agrees to post in a conspicuous place, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. B. Lessee, in all solicitations and advertisements for employees placed by or rat behalf of Lessee, will state that Lessee is an equal employment 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. - D. Lessee will include the provisions of the foregoing paragraphs A, B, and C in every contract, subcontract, or purchase order of over 510,000, so that the provisions will be binding upon each contractor, subcontractor, or vendor. SECTION 15. DRUG -FREE WORKPLACE A. During the Lease Term, Lessee agrees to (i) provide a drug free workplace for Lessee employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of Lessee that Lessee maintains a drug free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order over $10.000, so that the provisions will he binding upon each subcontractor or vendor. B. For the purposes of this section, "drug free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sole, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of this Lease Agreement SECTION 16. FAITH BASED ORGANIZATIONS DRAFT DA'fF IOU 2015 Pursuant to Virginia Code Section 2.2- 4343.1, all parties shall be advised that the Lessor does not discriminate against faith -based organizations. SECTION 17. DEFAULT AND TERMINATION A Lessor may give the Lessee fifteen (IS) days written notice of its intent to terminate this Lease Lease Agreement or Agreement e because heManagementServices Agreement. t performance of default under the Lease Agreement shall include: I . Non - payment of rental payments; 2. Non - payment of utilities, materials, or services which cause a lien upon the premises; 3. Destruction or damage to the premises caused by Lessee or the public for which Lessee does not provide reimbursement, except for normal wear and tear, 4. Use of premises for any unlawful act; 5. Failure to provide or pay for, as the case may he, required insurance coverage; 6. Any unapproved modification to premises which would cause the Leased Premises to violate building codes, fire codes, or other ordinances. R. If the fifteen (IS) days written notice of termination provided for in this section is given, and such default has not been cured by the defaulting party within fifteen (15) days after that written notice is received; such day periodllyet the such breachinge party it has cannot not promptly completely within such fifteen en ( (I S) day p commenced within such fifteen( S) day period to proceed with reasonable diligence and in good faith to remedy such default, then at the expiration of such period this Lease Agreement shall terminate as completely as if that were the date herein definitely fixed for the expiration of the tern of this Lease Agreement, and the Lessee shall then surrender the leased property to the Lessor. C. Upon expiration or termination of this Lease Agreement, the Leased Premises shall be in good order as when received and/or including all agreed upon changes to the Leased Premises made in accordance with the terns of the Lease Agreement, ordinary wear and tear excepted, with any and all fixtures and equipment owned by the City and any equipment furnished by Virginia Western Foundation to replace similar equipment which may have become lost, damaged, or destroyed SECTION IS. INCORPORATION OF MANAGEMENT SERVICES AGREEMENT The Lessor and Lessee covenant and agree that all terms and conditions of the Management Services Agreement related to the Lease Premises are incorporated by reference into this Lease Agreement and we a material part of this Lease Agreement. SECTION 19. NOTICES In DRAFT DATE 10/12x2015 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: It City, to City of Roanoke Attn: Director of Economic Development 117 Church Avenue S.W. Roanoke, Virginia 24011 Fax no. (540) 853 -1213 If to Virginia Western _ Western Community College Educational Foundation, to: Virginia Foundation, Inc. 3093 Colonial Avenue, S. W. Roanoke. Virginia 24015 Attn. Dr. Angela Falconetti With a copy to: Woods Rogers, PLC 10 S Jefferson St SW Suite 1400 Attn: Nick Conte. Esq. SECTION 20. MISCELLANEOUS A. Cooperation. Each party agrees to cooperate with the other in executing any documents necessary to carry out the intent and purposes of this Lease Agreement. B. Sevecability. if any term of this Lease Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease Agreement which shall continue in full force and effect. The parties intend that the provisions of this Lease Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable. C. Authority. The persons who have executed this Lease Agreement represent and warrant that they are duly authorized to execute this Agreement in their representative capacities as indicated. D. Counterparts Allowed. This Lease 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. E. Compliance with Laws. Lessee and Lessor shall at all times comply with all applicable federal, state, and local laws, ordinances, and regulations, and obtain all required licenses required by the City of Roanoke and the Commonwealth of Virginia, and other regulatory agencies, necessary to operate Lessee's business. I DRAFT DATE 1012 %2015 1 :. Successors. The terms, conditions, provisions and undertakings of this Lease Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. G. Captions. The paragraph Captions and Headings in this Lease Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Lease Agreement. H. Governing Law. By virtue of entering into this Lease Agreement, Lessee and the Lessor agree and submit themselves to a court of competent jurisdiction in the City of Roanoke, Virginia and further agree that this Lease Agreement is controlled by the laws of the Commonwealth of Virginia or any applicable federal laws and that all claims, disputes, and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia or any applicable federal laws. 1. Waiver. Lessee agrees that the Lessor's waiver or failure to enforce or require performance of any term or condition of this Lease Agreement or the Lessor's waiver of any particular breach of this Lease Agreement by Lessee extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terns or conditions of this Lease Agreement or a waiver of any other breaches of this Lease Agreement by Lessee and does not bar the Lessor from requiring Lessee to comply with all the terms and conditions of the Lease Agreement and does not bar the Lessor from asserting any and all rights and /or remedies it has or might have against the Lessee under this Lease Agreement or by law. J. Entire Agreement. This Lease Agreement, the Management Services Agreement, and its exhibits constitute the entire agreement and understanding of the parties, and supersede all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease Agreement must be in writing and executed by both parties. Lessee acknowledges that it has participated in the drafting of this Lease Agreement. In the event of a dispute concerning any provision of this Lease Agreement, Lessee hereby acknowledges and agrees that it will not rely on any defense that any ambiguity in this Lease Agreement should be construed against the drafter of this Lease Agreement and Lessee waives that defense. Lessee agrees that the Lessor shall have no responsibility, duty or obligation to provide Lessee any services, property, or items that are not otherwise indicated in this Lease Agreement. SIGNATURE PAGE TO FOLLOW 12 DRAFT DATE 1012/2015 IN WITNESS WHEREOF, the parties have executed this Lease Agreement by the following signatures by their authorized representatives. ATTEST: CITY OF ROANOKE, VIRGINIA. a Virginia municipal corporation [3y: _ — City Clerk Christopher P. Morrill, City Manager COMMONWEAL "f11 OF VIRGINIA ) CITY OF ROANOKE ) to-wit: The foregoing instrument was acknowledged before me this day of 2015.. by Christopher P. Morrill, City Manager, of the City of Roanoke, Virginia, a municipal corporation organized and existing under the laws of the Commonwealth of Virginia. My commission expires: Notary Public Registration No. 13 (SEAL) DRAFT DATE 10,12,2015 Witness: VIRGINIA WESTERN COMMUNITY COLLEGE EDUCATIONAL FOUNDATION. INC By: Printed Name I iHc COMMONWEALTH OF VIRGINIA ) CI IY OF ROANOKE ) to -wit: The foregoing instrument was acknowledged before me this day of 2015, by , of the Virginia Western Community College Educational Foundation, Inc., a non -stock corporation organized and existing under the laws of the Commonwealth of Virginia. My commission expires: Approved as to Fonn: Assistant City Attorney Approved as to Execution Assistant City Attorney Authorized by Ordinance No.: Notary Public Registration No. 14 (SEAL) DRAFT DATE 1012/2015 EXHIBIT A TO LEASE BETWEEN CITY AND VIRGINIA WESTERN FOUNDATION DATED , 2015 LESSOR'S WORK LET] ER The City shall perform the following work on the Leased Premises: 1. Exterior painting as needed 2. Replace or repair exterior hardware (gutters, shutters, lights, etc.) 3. Selective interior demolition 4. Interior wall reconfiguration 5. Replace doors as needed 6. Renovate bathrooms 7. Adjustments to HVAC, electrical, and plumbing systems to accommodate new office configuration and bathroom renovations 8. obtain all required permits 9. Any other renovations mutually agreed to by the City and Virginia Western Foundation or its designee during the design and renovation process described in Section 3 of this Management Services Agreement A part of the City's above work is to ensure that the Leased Premises will be in compliance with all laws, ordinances and regulations of or relating to commercial property located in the City of Roanoke, VA, including but not limited to the Americans with Disabilities Act of 1990 ( "ADA "), building codes and environmental laws, prior to the Foundation's occupancy of the Leased Premises. The total cost of all renovations including architect /engineering fees, permit fees, inspection services, and related administrative costs shall not exceed $600,000. Roanoke Acceleration Center Pro Forma Note: Floors 1 -3 are 3,872 sq. ft. each, basement is 3,328 Sq. ft. Total is 14,944 sq. ft. GLA based on architect's recommender Floor 2 GLA is reduced due to shored classroom /meeting space. Occupancy% 50% 60% 70% 80% 90% 100% Rent Sq Ft Basement 0 0 0 0 0 0 $0 First Floor (2,333 GLA) *1 34,995 34,995 34,995 34,995 34,995 34,995 $15 Second Floor (2,000 GLA) 12,000 14,400 16,800 19,200 21,600 24,000 $12 Third Floor (2,700 GLA) 20,250 24,300 28,350 32,400 36,450 40,500 $15 Total Leasable Sq Ft = 7,033 2,100 2,100 2,100 2,100 2,100 2,100 $175 Revenue: 4,643 4,887 5,144 5,415 5,700 6,000 $500 Rent 67,245 73,695 80,145 86,595 93,045 99,495 $1,250 Roanoke EDA 20,000 20,000 20,000 20,000 20,000 20,000 $650 Total Revenue 87,245 93,695 100,145 106,595 113,045 119,495 $175 Facility Expenses: Utilities: 9,600 9,600 9,600 9,600 9,600 9,600 Monthly Water & Sewer -2 3,946 4,154 4,373 4,603 4,845 5,100 $425 Electric & Gas *2 16,714 17,593 18,519 19,494 20,520 21,600 $1,800 Phone 2,100 2,100 2,100 2,100 2,100 2,100 $175 Internet *2 4,643 4,887 5,144 5,415 5,700 6,000 $500 Housekeeping (includes trash) -2 11,607 12,218 12,861 13,538 14,250 15,000 $1,250 Building Expense /Maintenance 7,800 7,800 7,800 7,800 7,800 7,800 $650 Security System 2,100 2,100 2,100 2,100 2,100 2,100 $175 Insurance- Property & Liability 1,200 1,200 1,200 1,200 1,200 1,200 $100 Licenses, Permits, Misc. Taxes 1,800 1,800 1,800 1,800 1,800 1,800 $150 Miscellaneous *2 3,714 3,910 4,115 4,332 4,560 4,800 $400 Facility Expenses 55,623 57,762 60,012 62,381 64,875 67,500 Program Expenses: Bookkeeping 9,600 9,600 9,600 9,600 9,600 9,600 $800 Legal /Accounting Fees 8,400 8,400 8,400 8,400 8,400 8,400 $700 Marketing 12,000 12,000 12,000 12,000 12,000 12,000 $1,000 Meeting Expenses *2 2,400 2,880 3,360 3,840 4,320 4,800 $400 Property Management Expenses 4,035 4,422 4,809 5,196 5,583 5,970 6% Rent Office Supplies & Expenses 4,800 4,800 4,800 4,800 4,800 4,800 $400 Program Expenses 41,235 42,102 42,969 43,836 44,703 45,570 Total Expenses 96,858 99,863 102,981 106,217 109,578 113,070 Cash Flow *3 (9,613) )6,168) (2,836) 378 3,467 6,425 Notes: 1 Virginia Western CC commitment to rent space on first floor 2 Expenses adjusted for occupancy 3 Roanoke City will cover any operational losses up to $25,000 per year The Roanol eW I ImI&` '� 1a PnF93"<15 Account Number Roanoke, Virginia 6007932 Affidavit of Publication Date CITY OF ROANOKE - CLERKS OFFICE October 08, 2015 215 CHURCH AVE SW ROOM 456 ROANOKE.. VA 24011 Date Category Description k Tt7 `- Ad Size Total Cost 10/14/2015 Municipal Notices NOTICE OF PUBLIC HEARING The City of Roanoke (' OR) 1 1 x 120 L 61] 20 Publisher of the Roanoke Times I, (the undersigned) an authorized representative of the Roanoke Times, a daily newspaper published in Roanoke, in the State of Virginia, do certify that the annexed notice NOTICE OF PUBLIC HEARING was published in said newspapers on the following dates: 1010612015 The First insertion being given ... 10/08/2015 Newspaper reference: 0000212136 illing Representativ Sworn to and subscribed before me this Thursday, October 8, 2015 THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU k Tt7 `- Not-14 Public 2 ,ova e State of Virginia try ww" City /County of Roanoke My Commission expires / t9B2 y ,. _ '✓JtAa 1�.., THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU NOTICE OF PUBLIC HEARING The City of Roanoke ses to Is an on Virginia Western Community BMlege Educational Foundation, Inc. ( "sountlation"), to be operated by the Foundation as an acceleration center focused primarily on connecting early stage companies to peers, mentors, antl investors At the Gall Memorial property, for a term of five years, commencing on the date the Fountlation first oaupies the Gill Memorial Property ( "Lease "). The Proposed Lease is an exhibit to a on. moved Management Services Agreement ( "Services Agreement "). The Services Agreement sets forth the aeration center. The ndation will execute e upon me nrys TM1e Gill Memorial for the sum the terms al the parties intended to Grant. official notification of the Grant m a letter dated March 17, 2015. Under the provisions of the Grant and prior to recommit the Grant. the CA, must negotiate and execute a lease agreement for the Gill Memorial Perform for the creation, establishment, and promotion of an innovation and acceleration center. The City expects to exercise its option to purchase the Gill Memorial Property, acquire the Gill Memorial Property, and enter into and execute the proposed Services Agreement and the proposed Lease with the Foundation, concurrently, �Pursuantto the requirements of Sections 152 Call and on 19 ne12015, Noel C. Taylor Municipal Building, 215 Church Avenue. 5 W., Roanoke, Virginia 24011. Copies of the Proposed services Agreement and Lease Agreement wi ll be available at the City Clerk's Office, Room 454 Noel C, Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011, on and after Thursday, October 8, 2015. For further information on the loaner, you may contact the Office of [he Clry Clerk at(540)85 }2541. All parties and Interested entities may appear on the above data and time to be heard on the above matter. If you are a person with a dieab111ty who need, accommodations for this hearing, please contact the City Clerk's Off¢e at(540) 93 2541, before 12:00 noon oe Thursday, October IS 2015. GIVEN under my hand this Sao day of October, 2015, Stephanie M. Moon Reynolds City Clerk (212136) NOTICE OF PUBLIC HEARING The City of Roanoke ( "City") proposes to lease an approximately 0.1671 acre parcel of property that the City will acquire and own located at 709 South Jefferson Street, S.W., Roanoke, Virginia, known as the former Gill Memorial Hospital Building ( "Gill Memorial Property"), designated as Official Tax Map No. 1020510, to Virginia Western Community College Educational Foundation, Inc. ("Foundation"), to be operated by the Foundation, or its designee, as an acceleration center focused primarily on connecting early stage companies to peers, mentors, and investors at the Gill Memorial Property, for a term of five years, commencing on the date the Foundation, or its designee, first occupies the Gill Memorial Property ( "Lease "). The proposed Lease is an exhibit to a proposed Management Services Agreement (`Services Agreement "). The Services Agreement sets forth the terms under which the Foundation, or its designee, will operate the acceleration center. The City and the Foundation will execute the proposed Services Agreement and the proposed Lease upon the City's acquisition of the Gill Memorial Property. The provisions of the proposed Lease and Services Agreement include the payment of nominal rent by the Foundation, or its designee, to the City; and the obligation of the City, subject to appropriation, to pay operational expenses of the acceleration center that exceed revenues generated at the acceleration center, up to $25,000 annually during the term of the proposed Lease. Pursuant to Ordinance No. 40086 - 102014, adopted October 20, 2014, the City and Carilion Services, Inc, ( "Carilion ") entered into an Option Agreement dated October 21, 2014 (the "Option Agreement ") in which the City acquired the option to purchase the Gill Memorial Property, which is currently owned by Carilion, and further described and defined in the Option Agreement, for the sum of $860,000. Pursuant to the terms of the Option Agreement, the parties acknowledge that the City intended to apply for a grant in the amount of $600,000 from the Commonwealth of Virginia Industrial Revitalization Fund (the "Grant ") for the sole purpose of rehabilitating the Gill Memorial Property. Pursuant to Resolution No. 40087 - 102014, adopted October 20, 2014, the City applied for the Grant. On March 9, 2015, Governor McAuliffe announced that the City had been awarded the Grant. The City received official notification of the Grant in a letter dated March 17, 2015. Under the provisions of the Grant and prior to receiving the Grant, the City must negotiate and execute a lease agreement for the Gill Memorial Property for the creation, establishment, and promotion of an innovation and acceleration center. The City expects to exercise its option to purchase the Gill Memorial Property, acquire the Gill Memorial Property, and enter into and execute the proposed Services Agreement and the proposed Lease with the Foundation, concurrently. Pursuant to the requirements of Sections 15.2 - 1800(8) 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, October 19, 2015, commencing at 7:00 p.m., or as soon as the matter may be heard, In the Council Chamber, 4'" Floor, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia, 24011. Copies of the proposed Services Agreement and Lease Agreement, PHx,,.,c- ,l VWCCEF 709S1eRasan Sl- TM1020510 and the proposed ordinance, 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, October 12, 2015. For further information on the matter, you may contact the Office of the City Clerk at (540)553 -2541. All parties and interested entities 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, October 15, 2015. GIVEN under my hand this 12th day of October, 2015. Stephanie M. Moon Reynolds City Clerk. Note to Publisher: Please publish in full once in the Legal Section of the Roanoke Times, on October 12, 2015. Please send affidavit of publication to: Stephanie M. Moon Reynolds, City Clerk 4" Floor, Noel C. Taylor Municipal Building 215 Church Avenue, S.W., Room 456 Roanoke, Virginia, 24011 Please send bill to: R. Brian Townsend, Assistant City Manager For Community Development 215 Church Avenue, S.W., Room 364 Roanoke, Virginia, 24011 PHNOricxLese VWCCEE 709S1etfennn SC 1141020510 CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Saite 456 Roanoke, Virginia 24011 -1536 telephone: (540) 853 -2541 Pax: (540)853 -1145 E -mail derk(nhoanokeva.go� S I'BEBANI4: M. MOON REYNOLDS, MMC City Clerk October 20, 2015 Court G. Rosen, Chair City Council Legislative Committee Roanoke, Virginia CECELIA'1'. WEBB, CMC Acting Depnty City Clerk Dear Mr. Rosen: I am attaching copy of handouts submitted by Angela Yarbrough who appeared before the Council on Monday, October 19, 2015, with regard to an Anti - Corruption Resolution. Without objection by the Council, the matter was referred to the Legislative Committee for review at its meeting to be held on Monday, November 3 at 9:00 a.m., in the Council Chamber. Sin rely, �phanie M. Moon Reynolds, MMC City Clerk Enclosure PC: Daniel J. Callaghan, City Attorney Barbara A. Dameron, Director of Finance R. Brian Townsend, Assistant City Manager for Community Development Sherman M. Stovall, Assistant City Manager for Operations RESOLUTION SUPPORTING ANTI - CORRUPTION LEGISLATION WHEREAS, the proper operation of responsible government requires that public officials and employees be independent, impartial, and responsible to the people; that government decisions and policy be made in the best interests of the community and the government; that public office not be used for personal gain; that officials and employees not be unduly or inappropriately influenced by those they regulate or by those who seek special benefits; and that the public have confidence in the integrity and transparency of its government; and WHEREAS, limits on contributions to candidates from lobbyists, Super PACs, and other groups are necessary to reduce corruption and the appearance of corruption as outlined in Buckley e Valeo (1976); and WHEREAS, the Supreme Court held in Nevada Comm'n on Ethics v. Carrigan (2011) that restrictions on official actions taken by legislators in situations in which their independence ofjudgment is questioned do not constitute restrictions on the First Amendment free speech rights of legislators; and WHEREAS, closing the "revolving door," where elected representatives or senior staff members parlay their authority to attain high - paying jobs, has been upheld by courts to prevent employees from being "influenced in the performance of public duties by the thought of later reaping a benefit from a private individual." Brown v. District of Columbia Board ofZoning, 423, A.2d 1276, 1282 (D.C. App. 1980); and WHEREAS, nearly $6 billion was spent in the 2012 elections, and spending in the 2016 elections is projected to top $11 billion, with the vast majority coming from big special interest donors, making politicians dependent on a tiny percentage of the population to fundraise their campaigns while ordinary voters have less and less influence; and WI IEREAS, the Federal Election Commission needs to be strengthened to enforce the anti - corruption rules that exist; and WHEREAS, the independant State Integrity investigation ranks Virginia near the bottom of the State Integrity Index, citing the lack of a state ethics commission, no campaign finance limits, and lax oversight rules, and the Virginia General Assembly has fallen short of passing robust ethics reform; and WHEREAS, the City of Roanoke joins with other communities in Virginia and the United States in seeking limits on and full transparency of political money as necessary for the growth of an educated, engaged and informed electorate. NOW, THEREFORE BE IT RESOLVED that the Mayor and Council of Roanoke. Virginia, support tough, anti - corruption laws and encourage the Congress and the State to pursue legislation to prohibit politicians from taking campaign money from industries they regulate; put limits on unregulated Super PACs and other groups; increase transparency for campaign financing; stop elected representatives and staff from negotiating jobs while in office attd bar them from all lobbying activity for five years once they leave; empower all voters through a $100 tax rebate to contribute to the candidates they support; and create and strengthen federal and state agencies to enforce the rules against politicians and special interests that break campaign finance law. AND BE IT FURTHER RESOLVED that the City of Roanoke respectfully urges our representatives in the Virginia General Assembly and United States Congress to support anti- corruption legislation, and so memorializes these representatives with copies of this resolution for their action. ' L[ i ""AMERICAN ANTI- CORRUPTION ACT Summary of Provisions STOP THE BRIBERY Stop Politicians from Taking Bribes Prohibit members of Congress from soliciting or re- ceiving contributions from the interests they regulate. Require members to mcuse themselves from decisions affecting their donors. Ban Job Offers as Bribes Close the "revolving door" where elected representa- tives and senior staff sell off their legislative power for high - paying lobs. Stop them from negotiating jobs while in office and, once they leave, bar them from all lobbying activity for 5 years. Cut Kick -Backs Strengthen the ban on political contributions from gov- ernment contractors to include contractor lobbyists and PACs. Limit Lobbyist Donations Limit the amount that lobbyists and their clients can contribute to federal politics by 80 %, to $500 a year, and limit lobbyist fundraising for federal candidates, political parties, and political committees. PEOPLE OVER PACS End Super -PAC Exceptions Make Super PACs abide by the same contribution limits as any other political organization. Restrict "Coordination" with Super PACs Toughen rules regarding Super PACs' coordination with political campaigns and parties, We may not be able to abolish all Super PACs, but we can eliminate single -can- didate Super PACs with close ties to campaigns. Empower All Voters with a Tax Rebate Build up the influence voters by creating a biennial $100 Tax Rebate they can use to make qualified contributions to federal candidates, political parties, and political committees. Candidates and political groups will only be eligible for these funds if they agree to a set of contri- bution limits'. they will only accept money from small donors (giving $500 or less a year), other groups abiding by the limits, and the Tax Rebates themselves. NO SECRET MONEY Call Lobbyists Lobbyists Significantly expand the definition of, and register all lobbyists to prevent anyone trying to influence our law- makers from skirting the rules. Full Disclosure Mandate full transparency of all political money, Require any organization that spends $10,000 or more on adver- tisements to elect or defeat federal candidates to file a disclosure report with the Federal Election Commission within 24 hours of airing the advertisement. Require fed- eral candidates to disclose the names of individuals who "bundle" contributions for the Member or candidate, regardless of wh eth er th ey are registered lobbyists. Separate Fundraising from Lawmaking Prevent Congress-members from fundraising during Congressional working hours, and require disclosure of any fundraising activities while Congress is In session. ENFORCE THE RULES Find and Punish Corruption The Act will strengthen the Federal Election Corr is- sion's independence and strengthen the House and Senate ethics enforcement processes. The Act also will provide federal prosecutors additional tools necessary to combat corruption, and prohibit lobbyists who fail to properly register and disclose their activities from engaging in federal lobbying activities for a period of two years. Read the ACLOP: An[iCOrruptio fonACt.pq �� mfour TULCH&NratRESEARCH Consulting TO: Josh Silver, Represent.Us /United Republic FR: Jeff Harrelson, MFour Research Ben Tulchin, Tulchin Research DT: 12/1/2013 RE: National Voter Survey Findings (Insider Analysis) Between 11/12 and 11/17, our firms fielded a poll of 1,003 likely U.S. voters statistically balanced to represent the U.S. voting public. For transparency purposes, we have included the sampling methodology at the end of this memo. Numerous public and private polls have already documented a growing feeling of alienation and disenfranchisement among American voters, and the erosion of confidence in Congress. This poll attempts to understand the cause of — and potential solutions to — this growing dissatisfaction by measuring current voter attitudes toward money and corruption in politics, and testing alternative campaign funding and anti - corruption solutions. The results are compelling. Many national polls seeking to understand America's deep dissatisfaction with our government show a moderate to deep divide along party and ideological lines. This poll ____­+ ,a fe Republicans. Independent, However, the poll suggests that in order to suc Four key data points stand out in the poll. 1. Broad consensus in support of measures to reduce corruption. 95% of respondents believe it is important that our elected leaders reduce the influence of money and corruption in political elections, and more than 97% would support a federal law that imposes "tough, new anti - corruption laws for politicians, lobbyists and Super PACs." This includes 82% of Democrats and an even higher 83% of Republicans who believe it is important to do so. 2. Reframing "campaign finance reform" as "corruption" garners broader bi- partisan support. "Reduce the influence of corruption in elections" achieved a 21- point increase over "reduce the influence of money in elections,' and a 30 -point increase from Republicans among respondents who ranked it as very important (the highest possible rank). 3. Conflict of interest reforms outrank public funding reforms. Respondents were asked to list their top three (of 11 listed) potential anti - corruption and campaign finance reform measures: Notable measures chosen: i. 46.8%: Prohibit politicians from taking campaign money from the industries they regulate. ii. 37.2 %: Dramatically reduce how much money lobbyists can give to candidates, political parties and political committees. iii. 30.8 %: Put tough limits on unregulated superPAC's. This indicates that the public will more strongly support proposals that include provisions such as these, along with important- but -less popular reforms. 4. While public funding ranks lower among possible reforms, the "Tax Refund" model outperforms others. When compared to the "Matching Funds" model and traditional public funding models, the Tax Refund public funding model shows an 8 -point increase among likely voters and a 13 -point increase among Republican respondents. These four data points demonstrate the viability of sweeping money in politics reforms in the current political climate, and show that success for these reforms may be dependent upon a new framing and packaging of the problem and the solution. To give some further depth to these poll results, we have broken down the analysis of the findings. VOTERS SHOW DISILLUSIONMENT WITH U.S. CAMPAIGN FUNDING SYSTEM While numerous public polls have documented the precipitous decline in Congressional favorability and job performance ratings, this poll demonstrates an increasing disillusionment with perspectives of bias and corruption weighing on voters, that voters are expressing so little faith in and support for Congressional representatives. In addition, poll results showed voters perceiving "Big Money," "Lobbyists," and "Wall Street and Corporations" as exerting too much influence in Washington. When talking about the "bad guys" behind the cnrmrntion efforts, citing "big money" and "lobbyists" will likely be most effective. This baseline disillusionment with the nation's campaign funding system translates into an overwhelming consensus that it is important for elected leaders to reduce the influence of money and corruption in political elections. 92% say it is important that "our elected leaders reduce the influence of money in political elections 97% say it is important that "our elected leaders reduce the influence of corruption in political elections." This includes 82% who say it is very important to do so. While the overwhelming percentages here show the broad consensus of attitudes among voters, split sampling shows voters reacting more strongly to language advocating a reduction of "corruption" in politics, rather than "money." The influence of corruption was particularly powerful amongst Republican and conservative voters. Not surprisingly, almost an equal number of voters say they would support a federal law that "imposes tough, new campaign finance/anti-corruption laws for politicians, lobbyists and Super PACs." 90% of voters say they would support a federal law that imposes tough, new campaign finance laws. 97% of voters say they would support a federal law that imposes "tough, new anti- corruption laws," including 72°% who say they would strongly support. Again, "anti- corruption" language proves more effective than "campaign finance" or "money." you support or oppose a federal law that imposes tough, new 151-u I .... .a f.., n. lifi,i nc Inhhvists and VOTERS SUPPORT ALTERNATIVE CAMPAIGN FUNDING SYSTEMS While the concept of public funding for political campaigns has historically received mixed support, this poll tested support for several alternative campaign funding strategies aimed at reducing the influence of big money in elections. In a head -to -head match -up of three alternative funding systems, voters were asked to choose which plan they like best. Proposal R, where voters receive a tax refund of up to $100 that they can donate to the eligible candidate of their choice (eligible candidates agree not to accept donations of $1000 or more), was the top choice. A plurality of voters selected this as the preferred approach. Notably, Proposal R was the first - choice selection among Democrats, Republicans and Independent voters. PROP. R: Voters receive a tZ�ru i r. WA refund/SPLIT B: grant] of up to $100 that they can donate to the eligible candidate of their choice — eligible candidates agree not to PROP. S. Candidates who agree to campaign contribution limits and get small campaign donations from over 500 local voters receive a set amount of public campaign funds to PROP. T: Candidates who agree to campaigr contribution limits of $1000 per donor receive six dollars from public campaign funds for every dollar they raise in small contributions ** For complete question text and context, refer to the topline or cross rao acre reuica Argumentation for and against these funding proposals shows consistent agreement with the arguments that "this proposal will make everyday voters more important' and "this proposal will allow voters to elect good candidates who will stand up to special interests." From a strategic perspective, when discussing the funding component of Proposal R, proponents should refer to the following message battery (these messages were effective across partisan lines). (Voter empowerment) "This proposal will make everyday voters more important." (Prioritizing voters vs. special Interests) "This proposal will allow voters to elect good candidates who will stand up to special interests." (Affordability for value) "This proposal will cost citizens just $2 a year to fund, an affordable price to reduce the influence of special interests." (Voter priorities vs. corporate priorities) "This proposal will help elect candidates who will ensure our tax dollars are spent on things like education and public safety, not tax loophole subsidies and giveaways for big money donors." It is important to note that messages citing the proposal as capable of reducing the influence of money in politics and reducing corruption in politics were not as effective as the messages listed Tate anti-corruption efforts, efforts, they do not instinctively associate while publicers may strongly app funding with this value. Not surprisingly, all of these proposals will continue to be vulnerable to messages citing public funding to extremists candidates and the inability to "stop big money." A second "he- said- she - said" question test put to all voters regarding Proposal R reinforced the strength of support messaging when compared with opposition messaging. Split sampling also shows independent voters reacting more positively to messaging prioritizing voters over special interest donors -- while Democratic and Republican voters react more positively toward messages prioritizing voter tax dollar distribution interests over special interests. VOTERS STRONGLY SUPPORT THE AMERICAN ANTI- CORRUPTION ACT Voters overwhelmingly supported the proposed American Anti - Corruption Act, including its key tenants. Most importantly, the proposal was widely supported across the ideological and partisan spectrums. A group of concerned voters is proposing [SPLIT A: tough, new campaign finance IawslSPLIT B: tough, new anti - corruption laws] for politicians, special interest lobbyists and Super PACs by: • Prohibiting politicians from taking campaign money from industries they regulate; • Putting limits on unregulated Super PACs; • Increasing transparency for campaign funding; • Empowering all voters through a tax refund to contribute to the candidates they support; • Reducing the influence of big money in elections; and • Getting tougher with politicians and special interests that break campaign finance laws. N =1003 TOTAL DEM REP OTHR SUPPORT 87% 91% 83% 87% OPPOSE 7% 2% 12 /° 1 6% REFUSE 8°/ 7% 5% • Split Sampling results show voters reacting more positively to descriptive language summarizing the law as including "tough, new anti - corruption laws for politicians, special interest lobbyists and Super PACs" with 89% registering support and 41% registering strong support . • Interestingly, regardless of partisan or ideological position, voters generally prioritized the same key components of the proposal. 1. Prohibit politicians from taking campaign money from industries they regulate 2. Reducing the influence of big money on candidates and elections 3. Dramatically reducing how much money lobbyists can give to candidates, political parties and political committees 4. Put tough limits on unregulated Super PACs Arguments for and against the proposal had little effect in shifting strong voter support, but helped identify a clear message battery for supporting the AACA: (Voter empowerment) "This proposal will make everyday voters more important." (Prioritizing voters vs. special Interests) "This proposal will allow voters to elect good candidates who will stand up to special interests" T -3 (Affordability for value) "This proposal will cost citizens just $2 a year to fund, an affordable price to reduce the influence of special interests." T -3 (Reducing the influence of money) "This proposal will reduce the influence of money in politics." It is interesting to note that with the complete components of the AACA, voters are more willing to prioritize "reducing the influence of money" argumentation than they were in the funding mechanism battery. These top two priorities remain consistent along the partisan spectrum, although for a third message, Republicans prioritized the reduction of money influence, while Democratic and Independent voters prioritized affordability for value messaging. We see almost no movement based on the impact of arguments as support remains very high. Initial support for the AACA starts at 87% support and 7% oppose ( +80) and shifts to 86% support and 8% oppose ( +78). 11 1 AACA Vote 1 I, AACA Vote 2 • Support • Oppose : Refuse a Support •Oppose •, Refuse Overall, given the current political climate, this proposal has a strong opportunity to connect with the American public and attract support across party lines, particularly as voters have demonstrated a punitive mindset when it comes to increasing regulation on Congress. POLLING METHODOLOGY This poll was conducted from November 12 to 17, 2013 and includes 1,003 U.S. voters. The poll was administered using an online format and adapted for voters using Apple and Android -based smartphone phones. The sample was controlled and weighted to reflect U.S. voter demographics. Participating voters were recruited from a reputable panel provider and invited to complete surveys typically by email notification in exchange for minimal monetary compensation (i.e., $0.50- $0.75) or redeemable points. The panel provider ensures panelist identity and that IP addresses are legitimate from people wishing to become panelists. Also, panelists are screened for completing a large number of surveys and showing undesirable behavior such as inconsistent responding or "speeding" through surveys. The margin of error for the entire survey is +l- 3.5 percent at a 95`" percent confidence interval. Some questions in the poll were administered to roughly equal haves of the samples, i.e., split samples, which produces larger margins of error. The poll was conducted by MFour Market Research and Tulchin Research. These firms were retained to represent a Republican and Democratic polling firm perspective in the drafting and analysis of the poll. The firms have worked together in other public polling efforts, including on behalf of the University of Southern California. www.MFour.com wm ,Tinchinresearch.com first—name last—name zip A. William Kelley 24019 Aaliyah Ivey 24017 Aaron Garland 24016 Adam Markwood 24015 Adrian Wilson 24014 Agnes Stringfellow 24015 Al Anway 24019 Alan Trent 24019 Albert Taylor 24011 Alexis Amos 24017 Alice Szathmary 24011 Allison Cassels 24018 Amanda Cook 24016 Amanda Jenkins 24013 Amy Carter 24011 Andre Peery 24016 Andrew Starkey 24012 Andrew Placona 24018 Angie Lowe 24017 Anna Anderson 24016 Anna Robertson 24015 Anne Dunlap 24014 Anne Lusby- Denham 24015 Anthony Untersee 24018 Ariel Clark 24015 Artisha Williams 24012 Ava Perez 24018 Barbara Duerk 24014 Barbara Kyle 24018 Ben Bristoll 24011 Bernice Giull 24017 Beth Collins 24015 Beth Brown 24015 Betty Marr 24018 Betty Leach 24014 Bill Gray 24019 Billie Sutton 24012 Blake Bentley 24015 Blanca Baker 24016 Bonny Branch 24018 Brad Yohe 24018 Brad Morris 24016 Brandon Schuetz 24015 Brenda Brown 24017 Brent Riley 24018 Brent Cochran 24015 Brian McKee 24014 Brian Stanley 24015 Brian Harris 24016 Brittany Manning 24015 Bruce Travis 24012 Bryce Bessell 24019 Caleb Shires 24016 Carl Cummings 24016 Carla Fitch 24015 Carol Yosafat 24018 Cary Bryan 24015 Charlene Jenkins -Logan 24017 Chelsea Beman 24016 Chloe LaBelle 24016 Chris Crawford 24015 Christien Mitchell 24018 Christopher Payne 24013 Christopher Mayo 24018 Chuck G rst 24011 Cindy Starkey 24016 Claire Born 24016 Cody Burchett 24018 Cody Meador 24018 Courtney Campbell 24015 Cynthia Tankwa 24015 Cynthia Henderson 24013 Dan Radnacher 24018 Dan Laluk 24019 Dana Plummer 24018 David Crawford 24019 David Sink 24014 David Oshel 24015 David Haynes 24016 David Lovern 24018 David Byrd 24019 David Scott 24015 David Johnson 24018 David Patterson 24018 Davida Monahan 24016 Deborah Freeman 24018 Debra Foltz 24017 Debra Sullivan 24019 Delmer Rhodes 24015 Dennis Hendrix 24016 Derek Wray 24018 Diana Sheppard 24012 Don Edwards 24019 Donna Leake 24019 Donnie Green 24015 Doreen Starling 24018 Dorothy Williams 24017 Dorothy Owsley 24017 Dorsey Taylor 24018 Douglas Crowe 24019 Douglas Greiner 24018 Dustin Kimberlin 24014 Earl Elmore 24014 Edgar Kyle 24018 Edward Wood 24018 Elaine Becker 24018 Elaine Fischer 24018 Slane Watson 24012 Elinor Pierce 24018 Elize Cruz -Lemus 24011 Elle Copperman 24018 Erin Headrick 24014 Erin Warner 24013 Erin Skaggs 24014 Esther Martin 24015 Eugene Green 24012 Eva Loewy -Best 24018 Frank House 24017 Fred Adams 24018 Frederick Logan 24018 Freeda Cathcart 24015 Gary Lee 24019 Gayla D'Gaia 24015 george riles 24017 Georgia Gallaher 24013 Gerrie Kallio 24018 Getra Hanes Selph 24019 Glenn Howard 24018 Heather Nance 24016 Heidi Bundy 24015 Heidi Schmidt 24015 Helen Meredith 24015 Holly Smith 24014 Igor Mistulov 24018 Jamana Taylor 24019 JAMES SAMSON 24018 james grove 24014 James Rosar 24013 James settle 24013 Jamie Lamb 24012 Jamie Maggy 24017 Jamie McDaniel 24016 Janet Martucci 24015 Jarod Weaver 24014 Jarred Hicks 24014 Jason Collins 24013 Jason Millett 24012 Jason Anderson 24015 Jason Pierson 24019 Jay McCanless 24013 Jeb Wilkerson 24014 left level 24015 Jeffrey Oligny 24016 Jennifer Nolen 24014 Jennifer (Jen) Kellner 24015 Jenny Prickitt 24015 Jeremy A. Price 24012 Jerry Wells 24019 Jessica Worthington 24014 Jessica mooney 24015 Jessica Hicks 24015 Jessica Fowler 24019 Jim Hammerstrom 24015 Jim Hildebeidel 24012 Joan Wages 24015 Joan Patterson 24017 John Hattersley 24019 John Saunders 24015 John Shepard 24012 John G. Hitchins Jr. 24014 John Venturini 24015 John Dalessandro 24018 John Edwards 24015 John Garland 24011 John Venturini 24015 John Quentin Harris 24015 John wilson 24011 John Jackson 24013 John Perry 24014 Jahn Alexander 24018 John McMahon 24012 John Leary 24014 Jonathan Barker 24015 Jonathan Harris 24014 Jonathan Boone 24015 Josh Olinger 24014 Joyce Enderle 24011 Juan Urrea 24011 Julia Durodoye 24016 Julie Buxton 24012 Justin Terry 24015 Karen Ayyildiz 24015 Karen Maxton 24012 Kama Gandhi 24013 Kathleen Wood 24018 Kay Hudson 24018 Kazia Williams 24014 Keith Wagner 24018 Kelly Jacobs 24018 Kelly Minton 24011 Kenneth Gravette 24019 kim montgomery 24012 Kim Schaffer 24012 Kris McKinney 24018 Kristopher browning 24018 Kurt Navratil 24015 Kyle Chase 24015 Lance Blow 24012 Lance Lemon 24015 Landon Williams 24012 Latasha Marshall 24017 Linda Vassallo- MCMahc 24012 Linda Lemons 24016 Linda Goodrich 24015 Linda Pharis 24019 Linda Conyers 24018 LOIS LAUCELLA 24018 Lorenzo Dawson 24015 Louise Towers 24018 M Beauchamp 24015 Malinda Britt 24018 Margaret Hillman 24012 Marian Beth Beauchamp 24015 Marilyn Beagle 24018 Marilyn Martucci 24015 Mark Lazar 24015 Martin Reich 24018 Martina McMeekins 24015 Marty Hahn 24018 Mary Barfield Croft 24015 Mary Sledd 24015 Mary Sue Crisp 24015 Maryanne Jofko 24014 Matt musselman 24015 Matthew Rhodes 24016 Maxine Taylor 24019 Maya Ittah 24014 Me'sha Brown 24017 Megan Murray 24019 MEgan jacksen 24012 Melody Black 24015 Michael Henderson 24018 Michael St. Clair 24012 Michelle Bennett 24015 Miranda Beck 24019 Mollie Levan 24014 Mona Moore 24019 Morgan Robinson 24014 Moriah Moore 24015 Moriah Krason 24018 Myra Hickey 24014 Nadirah Wright 24012 Natasha Anderson 24013 Nicole Ray 24018 Noah Dempsey 24014 Patricia McLeod - Jackson 24019 Patricia De Long 24014 Patricia Gillette 24018 Patrick Williams 24014 Patty Wloczewski 24019 Paul Gabbert 24015 Paul Brady 24017 Paula Jones 24014 Pauli Piotrowski 24018 Pauline Murrell 24016 Penny Ahuero 24015 Peter Podyma 24014 Peter Gillette 24018 Quentin Fischer 24018 R Ervin 24014 Raifu Durodoye 24016 Razak Mogul 24015 Rebecca Esch 24015 Rene Ayers 24014 Rev Denham 24015 Rhonda Wickline 24012 Richard Hamlen 24018 Richard Sifton 24017 Richard Hilton 24018 RICHARD DEHAVEN 24018 Richard Dudley 24018 Richard Godley 24017 Rick McNeil 24015 Robert Robinson 24016 Robert Capper 24015 Robert Clark 24017 Robin Barnhill 24015 Roger Conklin 24019 Roi Mitchell 24018 ronda howard 24014 Rosa Weeks 24015 Roy Forbes 24012 Rupert Saunders 24014 Russell Tanner 24018 Ryan Dunlap 24016 Ryan Boyle 24018 Ryan Lewis 24016 Ryan Murrell 24016 Salem Mann 24016 Sallee Ebbett 24014 Sandra Whitt 24018 Sandra Cregger 24015 Sara Taylor 24019 Sarah Divers 24018 Scott Leweke 24012 Sean Nix 24018 Seth Hawkins 24016 Sharon Hurlbert 24019 Sharman Scott 24015 Shannon Radmacher 24018 Sharon Pruett 24019 Sheila Mercado 24016 Sheree Payne 24017 Sheryl Ervin 24014 Shirley Stanton 24012 Stephanie Rusgrove 24018 Stephanie Hughes 24016 Steve Castagne 24018 Steve Thrasher 24019 Steven Goodwin 24012 Stewart Phillip 24019 Stratton Delany 24015 Stuart Birckhead 24018 Sue Huntington 24018 Sukasom Na Songkhla 24011 Susan mciver 24015 Susan Cloeter 24018 Susie Dudley 24018 Tammy Purser 24019 Tamyko Graham 24015 Ted Dingler 24015 Teresa Barnett 24011 Terri Wilks 24015 Terri Tatarka 24019 Terry Huxhold 24013 Theresa McPhail 24019 Thomas Hall 24015 Thomas Johnson 24015 Thomas Jones 24012 Thomas Journette 24012 Thomas Gediek JR 24013 Thomas Lancaster 24015 Tim Strawn 24018 Tim Heffron 24018 TJ Edwards 24019 Tom Poey 24012 Traci Sykes 24019 Travis Terry 24012 Vickie Murray 24019 Victoria Wray 24015 Victoria Weiss 24015 Vincent Hall 24015 Virginia Heinsohn 24013 Virginia Norcross 24018 Wanda Bryan 24017 Wanda Dennis 24017 warren coburn 24018 William Taylor 24018 William Cathcart 24015 Willie Sowell 24018 Willis Toms 24018 WmRadford Thomas 24018 Yonah Wente 24018 Local Businesses Endorsing Represent Us and the American Anti- Corruption Act Viva la Cupcake Givens Books New to Me Consignment Boutique Becky's Inspirations All Things Healthy Kids[uff M & K Food Shop The Newfangled Bride Pop's Ice Cream Curry Copy The Stitch Doctor L'il CuttPs CUPS Coffee & Tea The Cotton Gin Thai Continental Cuisine Grandin Road Barbershop Mr. Bill's Hairstylist Beads Indeed The Pet Place Digital Image Printing The Gift Niche Compact Cinema Hidden Treasures GMS Computer Solutions Consignment Boutique A Little Bit Hippy Tarpley's and Mac's Cupcake Cottage Wasabi Sushi Cardinal Bicycle Noke Truck Cundiff Drug Store Christy's Apparel Fantasy Creations Salem Pizza Elderberry's Asian Grocery Designing Women Shades of Colour Gone Coco Creative Occasions Vinton's Professional Hair The Landscape Store Cork & Crust Stylist Town Center Taphouse Three L'il Pigs BBQ Charlotte's Web Antique W illowPOd Provisions &Gifts Mall Firefly Fare Towers Chiropractic Dogwood Restaurant Blue Brick Building & Renovations Represent Us Board Our BpeN INAdrisore represerAe a broad 111"" epeclrum, Imm rN.... to Tea Party wnurratives. Confronting Me IoM of systemic Wrruptlan that's pemlyain8 Wr gwemmenlvnll require a masalve movement —TM1at means puMmg (eNSan diRerences asitle and focusing on wTere vre e0rce_ Poll after pall bae found Nat Oemamts, Republican; end IMependenle all supptt tough nex ami- 000uptmn laws. Werevokngtogetnerto lum that support Into =c n. Richard Painter Cecelia Theodore Lawrence Former Ethics Roosevelt IV Lessig Advisor to occupy o Wall Investment Harvard Law President Stree Banker School Professor George W. Bush Buddy Roemer Tom Whitmore Haiti Partovi Jack Cogan Former Former Governor of DC Tea Party Investor Chairman, Hale Patriots and Dorr Louisiana Douglas E. Schoen Todd Dipaola Mark Dennis M. Democratic Co-founder, McKinnon Kelleher Campaign Vantage Media GOP Strategist Better Markets Consultant Nick Penniman David Levine Susan McCue Jack Abramoff Fund or the American Progressive Former Lobbyist Republ Republic Sustainable Strategist Business council Ethan Beard Albert Wenger Former Director, Joe Greenstein Jonathan Haidt Partner, Union Faeebook Cofounder and Professor, NYU Square Ventures Developer CEO, Flixter Network James "Gus" Robert H. Norman J. Bayan Towfiq Speth Reynolds Ornstein Founder and Professor, Manager and American Vermont Law Entertainment Enterprise CEO, Flowroute School Attorney Institute THE AMERICAN ANTI- CORRUPTION ACT Constitutionality Is lire if nom aIf IitIi- Couuplion I a con titulionaI? 6t shot l, _les. It mitt dra/ied bl .sollu, uJ dte naliolt's f norto"t eon.Citiltiulial atlornera. 'I'll is tf /RII,trew ai+tlfrills each provision fm u/n it passes consult II met al Inusler. conflicts of interest PROVISION i The American Anti - Corruption Act mill prohibit Members of Cmtgress from raising funds from the special interests that they regulate. Under the Act, if an organization lobbies a Member of Congress, the Mernber may not solicit contributions from. that organization, its lobbyists, or persons in the organization that lobby or supervise lobbying efforts, for two years unless the Member recases himself front taking actions at the, Co,onittee or Side, no rnittee level to bonafit that organization. Additionally, if nn orgtuaizutima and its lobbyists and persons who engage in or .supervise lobbying efforts have, in the aggregate, directly or indirectly contributed $50,1100 to a Member or spent mare than $100,1100 on electioneering conomuniratioas or independent expenditures bertefitting the Member °s campaign, the Member also must recuse himself fiom taking actions at the Committee or Sabcoannittee level to benefit the organization. This provision inclines a two -year lookback. Canstitutiomnlity Requiring Members of Congrese to recuse themselves from [A i ng official act iona in situatinne is which their independence of judgment is Inestioned is highk likely In be irund eonairwional. A. the Supii.mc Cond oscritly held in Nemada Coot or, Ethics v. Carrigan, 131 S. (A. 2.443 (2011), it-stn, Lion= nn ofhcinl actions taken by legistators do not eonstitule restrictions on the First Amendment lice epeceh rights of Ile 11 Iegivlstore. PROVIS10-N 2 The Act limits the umou,nt that lobbyists, clients of lobbyists, and arnployees of lobbyists or client,, that either engage in lobbying or supervise lobbying actisities may contribute to a federal candidate, political party, or political committee to .$500 per calendar yea e Additionally, these in d widuals are prohibited f rom fundraising fur federal candidates, political parties, and political committees. This provision also includes a one year cooling off period: lnelicultials mhn make contributions in excess of $500 in a calendar year to a federal candidate, political party, or polituml conanittee, at cagage in fmalraisurg activities to benefit federal elected officials or candidates are prohibited for one year thereafter f from becoming it lobbyist. Finally. individnala involved in lobbying activities are prohibited from ranking contributions in excess of $500 or engaging in fandraixong activities to benefit federal candidates for one year after terminating their status as a lobbyist. Constitutionality Imposing a 8500 contribution limit on lobbyists is ecru likely to be found ennetiare,nA The Supramc Cowt has never directly addressed the uunstituhor' ily of applying a Lower oamlraign amtr[Lulion limit to IubLyiatr However, the Fourth Circuit reaentty upheld a North Carolina law that coinptelely prohihits vontrilm ions ie any amount 1,0.1 luhhyiste in Preston o. 1,eake,660 F. &I 726(2011). The Second Circuit also has recently issued un opinion suggesting that ronuibantae, by InbLyisls can be sir ok limited, but not prohihited entirely, in Green Parti of ConnectQat t. Garfield, 616 E 3d 1£39, 206(2d Or. 2010),md such lusts masted by New York City were subsequently upheld by the Second Circuit in 2011 in Ognihanc s. Parks,, 671 F. 8d 171, 179 -311 (2d Cie 2011). The Act does not pmbiLit contrihutooe' from IobLyim, entirely, LW rather limits them to $500 per calendar veal to nach recipient. This $500 amount permits lobbvl'ts to express their pupport for candidates, but recognizes the Increased danger of u,,cpti an and the appearmree of convption presented by aonlrihnlione made. by Inhbvists. The application of the $500 contribution limit to client, and personnel that either engage in or superviae others who engage in lobbying L11111 0111 ie designed to reduce ,toplion umI the appearance of corruption and to prevent the circumvention of the fi500Iimit un lobbyist caul rihutinns. This is in part nmdded on a pay -te- play rule pn nnrlgatcd Ly the Secoritics aid Exchange Conno,,ion in 2010 (Rule 206(1) -5) that stririty limit; contributions (5:350, or in ocrtam instances, $.150) that can be made by investment advisers and (heir executives and marketing personnel to certain goverme"a officiate WA Ilodldates for cleclive office. While mu. cannot hn ubsoltueL certain that the current Supreme Court wootd find the appheation of the $500 faint to individual, who ar, n itlohbl i,t, conatilotlmlal, it is likely constitutional. The constitutionality of pmhihiting these a dividuals fn nn soliciting ar 1 "Oohnaliug centriLutmua to f,'I"'l candidates, committees, and political parties has net vet heen decided. A hile the l;.S. Court of Appeals for ihr Sisvmd Circuit recently 'truck down a Cmmcclicot law Ihm enii,c], prohibited lohhyist, from soliciting uonhihutinns, the Courts opinion suggests that if ,tell a 'obcitatiou has penniued the Set( itatiea etcantribations (coin inunedieto iamily menthes, the Lan would he awry likely to he upheld. See Green Party of Connecticut v. Garfield, 616 K:id 139, 208 -10 (2d Cin 2010). PRIIVI:SION 3 Cnrreotly, Members of the Manse aral eniplayo. of'the IJony, aho are paid at [east 75% of n Member's sahu'y are prohihited front lobbying Congress for onQ year. This restriction atso applies reformer Senators for twa years; to Senate mnptcyees+vlw are paid of least 75% of a Menber's salaryfor rare year, mid in a more limed fashion to loss - compensated Senate enrplayees. Under current laic, former Members of the Howe, Senate, and congressional enrployee.s may freely aid or advise clients on hoao to lobby Congress m a'backgronnd role" or freely lobby the ezecurive lrrsumh. The Act extmuL' the existing revoicing -door restnctions to .5 years joy ,for mer Members aril former congressional staffers, and by all lobbying actiwrtee.v —even uctrng or a background or supervisory role — wither tire, prohibition. Constitutianalit, There is Little doubt that these cspundcd revolving door �t�ictions err constitutional Such restrietianv on post g senunent -nee ec en,plo"nocio tli zee bcc, u1h Id m,san on' oe :asinne bs art uscourt J , use mcllI ly., prcveui government employees ham being in_ `influenced in the pert ur ace of hynblic ciyytiy,s by the the u ht of later reepmg a In e.neSt from a pin air. individual." Brown u. Ui.arict of Cohunbin, Hoard cd Zonmg, 423 A 2d 1276, 1282 (D .C. App. 1980). See also Geneml Marv, Cnrparntion s Cry, of New lwk, 501 F2d 639 (2d Cry. 1974), United Store, 'Vrasser, 476 F.2d 1111 (71h (,ir. 1973); and United States c. Cordoo, 628 F.2d 150 (RC. Cir. 1980). PR0 \ ISIC)N It Existing lave prohibits federal contractors from making contributions M federal carulidates, political parties, mid political committees. The A, I extends this prohibition to die federal contractors' PACs, lobbyists, and enrployee.s who engage in or supervise lobbving. (.arali to Lionali 11 'nce v:xisling prohibition nn cmeribu6one from govennucut contractors was upheld by the U.S. I)iIt"" Court Inv the Southern District of New York in Fed. Election Comrn'n v. Weinsten, 462 F. Supp. 243 (S.D.N.1, 1971), and wan recently upheld by the U.S. District Court forth' District of Cotnmbia in Wagner I. Fed. Election Cmmn'11, 2012 WI, 5378224 (D.D.C. N(,v. 2, 2012). The Wagner decision has been appealed to the O.S. Court of Appeals for the D.C. Circuit. It is harcl Lo know whether or not the current Supreme Court will uphold the existing prohibitimi of conlribulions from government cool rectors. let atom the Act's expansion of the prohibition io the PACs, lobbyists, ;ad certain cmple,ecs of go,, lnimnil contactors. U.S. Court it Appeals fur the Secnud Circuit recenty upheld a strict New York City striation oa campaign contributions horn persons and entities doing business ,,ill, in,. City in Ognibene I. Parke,, 671 F. 31l 174 (2d Cir. 2011) reri. rleined. 11 -1153, 2012 WL 950086 (US. June 25, 2012), od also uphold nn outright ban on stale contactor oontributiona contained ill the Connecliuut Campaign Finance Relbrm Act in Green Part}' of Coarna[icut I. Garfield, 616 F. 3d 189 (2d Cir 2010). Whether or not line provision would be found consiiiuiional may become more clear when the D.C. Circuit rules on the Wagner Ill" campai,n finance PRON ISRA 5 The Act would require Super PACs to abide by the same contrilmdon limits that apply to other federal political committees Garstitntfoualit7 This question has not yet been decided by the Supreme Court The Supreme Court h Id in caizatu United that curpore K. and unions may not be prohibited from spending funds to lnfluenee federal elections lumpy independently from fedoral I a ,didvtcs and political parties. The Court did not specifically hold that unions and cmIan tions ran contribute unlimited amounts to federally "Ost�ed independent i.xpendit are -anlp political committees (a.k.e. tipper PACs). The 2012 election amply demonstrated that Super PACs do not uperatc "tomlly independently' of candidate, and pulltieal parties. Although it is eertaudy not a slam dunk, is ran be argoed that the appGentiun of the es.&g MC .Own. limits w Super pm, should be found cmutitutioual because. (1 dmmtions to Super PACs are rnntributions rather than expenditures, and (2) experience has forcefully demonstrated that Super PACs do not nperete totally independently of candidates and political parties 1,RO4ISION 6 The Art empowers individual citizens to become the pHmaryf enders of federal elections through the creation of an annual Tax Rebate q %$100 fit at registered voters can use to Inahe contributions to the f ederal candidates, political parties, and political cannreittees that they support. In order to be eligible to r-e,,,we Tax Rebate contributions, candidates, political parties, and political conmrittees must agree to limit the (out?ibutlons they receive to coryt,dua o s from individuals of no more than $'.500 per contributor per calendar year or contributions from politic alparties and political eotnntittees that are futuled exv list vely by Tux Rebates and ,,,a I, ibations ft on, individuals of no mare tlum $500 per contributor per rulendar year Consduadmmlfty There is little doubt that this provision is eunstituw.L The Supreme Court upheld the Presidential Public Financing System in Rackley In Yale, 424 U.S- I, I08 09761 The Tux Rebate created by the All does nil We additional funds available to a emulidme who fares a set Lfruanccd oppom-nt_ Such 'trigger'' mechanisms hove been band unconstitutional by the Supreme Court in Arcoaa Free Enterprise Club's Freedom CLsb PAC,. Bennett„ 131 S. Cl. 2l,'06, 2816 (2011) and in Davis n. FEC, 554 U,S. 724 (2008). pRON IFIOR 7 The FECS current coned naton, regulation, permit extensive collobaral ion between ccindidatai and supposedly "independent" Super PACs. The Act world amend federal campaign frnnnce lot,$ to more broadly define ,hut activities consfitate "coordination," each that the current phenoruenon of single- cmtdidute Super PACs and Super PACs with close tie., to cornpaigns would no longer be permissible. C not sliIouianality There is little, doubt that tightening the coordiradon regulations is , .,titmineal, The Supreme Court has variously staled that independent ex pendilures mull he male rotally independe 0} "'wholly independentll and "naV' indgrendeniy &tun campaign, ul political pmt,,. Srr.6ut/rl y r. Yaleo, 124 U.S. at 47 hlcCmanell r. fed. Election Comm n, 540 U.S. at 221; and Fad Election Cunun'n. v. C,lorado RepuGlirr,n Federal CII npatga Cn.aottm 533 U.S. 431, 442 (2001) (stating that independent expenditures noot In, au ie with ut any enndulau s approval no wink or nod))." Bringing the FEU', n gt la1 m, rh"", in line with II .sc statr.r a, its n(tha Sups na. C urt rs my likely In be upheld if challengl d. tCallks" p aITIII pI{OVISION 8 The American - Anti- Corraption Art ,ill require Members of Caugreas to disdosa on a monthly basi., he, much tune they'powl engaging in,fru..hinting addle the Cor.,rv_,., is in session. Constitutionality Chi, reyuirenr,a t would ha a l I d in th d (If the 11 a: • and Senll Lh . G.S. l r iitutiou prr< 1.: no Art 1, Sec. 5,,1.2 that N aeh House. may detennier the Boles "fit' f roueedings, puaish its Members fordinordc,N Rehavior, and, with the Coneurnnce of two thirds, expel a nrnnbc.." A court would he highly unlikely to even reach the question of whether thr, restriction is constitutional he .ause separation of power emanideratimis would likely prevent n court from encroaching on the ox lu,ive rule that each Haase of Congress ha, under the Constitution to set it, own rules ssnd to punish Members far violating those rules. PROM ISI(1➢ 9 The Anti-Corraption Act will expand the definition of `lobbyist" to include every persun who, for compensation, (1) makes two or more lobbying contacts or who lwouide_s .strategic adme, or directs or .supervises lobbying offorts, and (2) spends more than 12 hours an lobbying or tivities rat behalf of a client. The Act will broaden the definition of lobbying to inch,de the provision of strategic advice; advice and assistance with earned media related to legislation or legislative issues; polling related to lobbying goads; aad advice ou the production ofpublic cannounicatiow, related in lobbying goal.,. The Art also will require the clients f lobbying firm., to register and file disclosure reports. and iequire registrants to identify the fenders of their lobbying efforts. Finally, the Act will require lobbying disclosure reports to include more detailed nyorrnatwn about lobbyting activities, .studs ,, the specifu cntgrer.rionul officer, committees, ...la mnmittens, and Members contacted. Cmrstitutionality 'Fite esi,ting rc gn: t anon and d c lolurc iegr wenumt, of Ihc. Lobhying Di loscae. Act of 1995, a, a1w.n ell were challenged on First Amendntent grr undo owl upheld by the U.S . Couri of .Appeals for the D.(. Circuit it, N tt l A lit of Mfrs. v. Taylor, 582 F. V 1 (D.C. C6, 2009). Given that the Act waked only wino, changes to the Lobbying Disebr, tae Act, and thatthi. Supreme Court has ropeat( ltv upheld diseL,an reyuiremcat, In simlla. contexts —moot tcccnlly in Citizens United by a 8 -1 voLL—il is very likely that his provision would be found conatitutionul. pItO N ISION 10 The Act will require federal candidates to disclose site names of individuals who "handle" contributions for doe Member or candidatn, regardless ofsuhether such individuals are registered lobbyists. The Act also will require any organization that spends 1$'10,000 or more on ndvertisementa to elect or defeatfedernl candidates to file a disclosure report with the Federal Election Commission within 24 hours of airing Cite adveresement. This report would he inmwdintely tradable an the FEC web,iw, and mast list earl, of the orgamzathnn's doom's who donated .$'10,000 or more to the organization to ram such ads. CanstitatiumJity The Supreme Carat has repeatedly upheld (Its( Insole reyolrements —must reuenll, in Citizens United by a vote of 8-1. It is very likely Ihat the distl [11111- regancmants in this 1 r vision woukl loo found ronslitatioaid. Non, hs weecr that in 2012, opponroa of the DISCLOSE. Am alatmed that the Act s +'as unconslltut o sal. For example. the (National Rifle Association dais that the DISCL.OSF, Act's "pmvuion, r1 quire. organization, to turn membership and donor lists over to the govenalut" and would unconstitutionally abndge the right of citizen, "to speak and associate privately and anonymnu'I; " W, do , ,t believe Ihal It .sc a,gmnc n 1 ors correct, but wa m,liril atc That they will b1- amde by opponents .1 the Art. en(oi- cement PROVISION 11 The Act will establish a bipartisan, bicameral Task Force in Congress to a """ and provide specific recmotnendntioas to.& the shortcorniogs of the Federal Election C'onl nission and the house and Senate ethic's investigation and enforcement processes, and to exmline the 1RSls eafartmrteut of regulations governing the political activity of tnx- exmnpt orgonmarvare. Until tlwse I econancndations are developed and enacted, the Act will, in the inferinv, strengthen the Federal Election Conarlission'.s independence and en forcerneta powers. The Act also will provide federal proseeators additional tools that are neeessory to combat public corrupliory and will prohibit lobbyists who fail to properly r,gister wad disclose their activities from engaging in federal lobb) d.ng activities for a period of hvo years. Cunstitati.aadity The,,: is lilt], danger that the'faA Forte or the, . iw, in, changes to the FEC would he Ic-lol uncon.timtionul. With regard to the provisions inco,poratetl into the American Anti- Corruption Act Gam the Puhlic Convptioe Prosecution hnpmvt.mcat, Act, somo . huvc rxprraur11 ,,a,,, n that certain aspects of the Public Convpho l Prosecution fmpeovemonts Act may b,". constitutionally vugo. Sc, D_ Mlahael Grit s ct. nl., A Cmg,emi tatements from citizens in s p I rt pf Roanoke it Anti - Corruption Resolution Boni Sutton: As a small business owner operating mostly in the City of Roanoke, my interest in government being one of, for and by the people is extensive. It is imperative to me and my business that our elected officials are above reproach and not'purchased' by corporate interests. To this end,1 support legislation that removes unfettered donations and behind closed door deals between elected officials and corporations or single individuals with large amounts of disposable income. (owner, Blue Brick Building and Renovations, Inc) lason Lambert: As is, grossly wasteful amounts of money are allowed (and even required) for political campaigns and elections. This is cancerous to the public, as our government is now bought and paid for by the wealthiest and the laws made and use of public resources are largely to benefit these donors at the expense of everyone else. Andrea Midkiff: Corruption in politics has affected me personally, which is why 1 hope that Roanoke City Council passes the Anti- Corruption Resolution. My husband and I moved from always -busy Northern Virginia to SW VA, so we could have a piece of land off the Blue Ridge and experience the majestic green of the mountains; however, that is being demolished by MVP and FERC. This has been one of the most arbitrary things I have ever watched. Scoping meetings take place far from where this is happening. FERC, a government agency, shows more interest in honoring private companies' rights than protecting our own citizens'. Eminent domain is being used for a pipeline that will export gas overseas. A governor who received money from energy companies says it is not a state issue; well, it is, especially when his election was funded by these companies that want to take our land without our consent. There are a lot of environmental reasons why this pipeline is not great for SW VA, but to me the most important issue is that private companies are donating money to public officials, who then allow the abuse of eminent domain to trample on citizens' property rights. I recently learned that this is not the first time something like this has happened in Virginia. Consul Energy wanted to dump coal mine waste in empty underground mines without permission from landowners. In 2010, and again in 2011, Consul tried to pass a bill to allow them to do this, but the bill failed. Consol then increased its political donations from $91,000 to $341,000, and the bill passed in 2012. We must stop this. We, as citizens, need to speak up and hold our officials accountable to protect our rights. I hope Roanoke City Council will support anti - corruption reform, which would stop private companies from using political donations and lobbying to corrupt the political process and destroy property rights. AI Anwav: Roanoke can go down in history as the first locality in Virginia to take a stand for doing the right thing in the developing anti- corruption movement. When it becomes clear that the movement will eventually succeed, maybe even the big -money folks will support it too, as they embrace the end of their "arms race" of throwing money at politicians to affect outcomes. Kaifu Durodove: Corporations, lobbyists and other special interests have more sway and influence over the political process than individual Americans as a voting bloc. It is my hope that we can empower the American people to recapture their democratic rights and exercise the power vested in them by the U.S. Constitution. I support anti- corruption legislation because, simply put, it is the right thing to do. If you cannot support money driving politics, then on moral grounds you must support this resolution. This is and has been the sentiment of the people. Please... represent us. Willis Toms: I am especially motivated to support this resolution because of the lack of availability of quality, low- interest student loans to attend public, not - for -profit colleges, how the monumental task of repaying ever - mounting student debt is affecting members of my family, and the role of political corruption in creating this situation. I have two nephews in a prominent Southwest Virginia college who are excelling in their classes but are constantly disturbed with the pressure of just how they are going to be able to pay off their student loans. Their parents, my sister and brother -in -law, both work full-time jobs and are under daily pressure of how they can keep their home and continue to help their children obtain the education necessary to get a decent job when, and if, they are able to graduate from college. Knowing that millions of other parents are undergoing the same stress and fears on a daily basis is extremely disturbing to me, especially since 1 have a child in a Roanoke public school and I will soon join the ranks of these concerned parents all over the country. In less than 20 years student loan debt has grown by 511% (The Atlantic), and the average debt per student at graduation is $35,000 (CNN Money). The corruption in our political system has been a significant contributor to this problem. The student loan industry has spent more than $70 million on lobbying and campaign contributions since 2000 in order to block reforms that would make financing a college education and repaying loans more affordable (Center for Responsive Politics). Anti - corruption reform would make solving the student debt crisis much more feasible by enabling our representatives to put their constituents' interests first, instead of having to cater to special interest groups. 1 strongly urge the Roanoke City Council to pass this local Anti - Corruption resolution. We elected YOU to represent US ... please do so! lames Rout: Anti - corruption may seem an easy ask; no one wants to be seen as rejecting an opportunity to approve an anti - corruption measure. We, as Represent Us, have created this measure to include not only anti - corruption language, but also language regarding campaign finance reform, which seeks to enhance the democratization of campaign finance. The presumption by the public is that those that accept donations will be more likely to listen to the opinions of those that donate. We challenge you to prove them wrong -- accept this measure. Robin Barnhill: In 2008, 1 like many other seniors, fearfully watched more than half of my modest retirement savings disappear in the Wall Street meltdown. I was able to get by, but for many others, the loss meant having to choose between buying medicine or food. Some people even had to give up beloved pets, unable to continue to afford the cost of pet food and veterinarian visits. How did this happen? In 1999, President Clinton signed the Gramm- Leach - Bliley Financial Services Modernization Act, repealing the Glass - Steagall Act. This allowed investment banks to merge with commercial banks. The ills that caused the meltdown were many, but what seems to never be reported in depth is the effect of lobbyists and money in politics. Starting in 1998, the finance, insurance and real estate industry has spent $4,274,060,331 on lobbying and election donations. Billionaires, Super Pacs and Lobbyists are turning our country into an oligarchy. A country run by wealth, not the people. Is there such a thing as legal corruption? In 2013, Citigroup, helped write more than 70 lines of an 85 line Bill, to make the financial legislation less restrictive. Prior to the final passing of the bill, republicans and democrats were lobbied and received campaign contributions from financial institutions. All of this was perfectly legal. So much for my letters to Congress about my concerns over the lack of oversight for financial institutions, not to mention my small check to my favorite political party. This is why I support Represent Roanoke Valley, Represent.us, and the Roanoke anti - corruption resolution. To remain silent on this topic is a form of approval for the current status. w. Council Meetings eclecticpotter to: mayor @roanokeva.gov 10/20/201510:50 PM Dear Mayor Bowers, As a member of Represent Us Roanoke, I want to thank you and the Council for taking into Consideration the Represent Us Anti Corruption Resolution. During the meeting, I noted that several times that Councilmen noted their conflict of interest as a reason to not vote on a matter. Those actions are what part of what Represent Us is about. The withdrawal from voting shows transparency and the integrity I would like to see at the State and Federal level. When I research the campaign contributions to Candidates and financial stock holdings at the state and federal level ( http : / /maplight.org/content/73528) it has me wondering about their legislative votes . The link is just an example of why I question our current level of money in politics. Elder Lea noted that perhaps Candidates should be question on their position on Citizens United and money in Politics prior to their election. This is part of Represent Us activities although it wan't mentioned. Being a non - partisan organization with members from all parties, candidates who support getting the money out of politics will be supported with volunteers and even a campaign contribution that comes no where near Super Pac money.. Even I could cross party lines if I believed that a candidates intent is sincere. On a side note, the gentleman speaking on Out Sourcing the Food Service in Public schools, noted that employee will be fired. That is a "Yes" and "No" statement. Generally, what happens is in place workers are required to "apply" for their current jobs. So the question is to the company - "Will you require employees to re -apply for their current position?" "Will they keep their current salary?" Employees not hired in essence are fired. Add to that, reduced salaries, vacation and accrued sick time reset to zero and the potential of having to buy their Health Insurance will have some turning to Social Services for help, the remaining employees will have reduced spending power to support our local economy. While City Council cannot dictate what the Board of Education decides, the Council CAN express it opinion on behalf of our citizens. To remain silent it to give approval. Sincerely; Robin Barnhill 2309 Brandon Ave Roanoke, Va. 23015. Sent from Mail for Windows 10 CITY OF ROANOKE OFFICE OF THE CITY CLERK 215 Church Avenue, S. W., Suite 456 Roanoke, Virginia 24011 -1536 TelepLaae: (540)R53-2541 Fax: (540)853 -1145 E -mail rlerk(lraanukeva.gav S Ii PIIANIf: M. MOON IrCVNOLDti, MNI (' City Clerk October 20, 2015 Christopher P. Morrill City Manager Roanoke, Virginia CECELIA T. WEBB, CMC Acting Deputy City Clerk Dear Mr. Morrill: I am attaching copy of comments submitted by Chris Craft who appeared before the Council on Monday, October 19, 2015, with regard to the 13 it Street and Orange Avenue Improvement Project. Without objection by the Council, the matter was referred to you for appropriate response, recommendation or report to the Council. S e' Stephanie M. Moon Reynolds, MMC City Clerk Enclosure PC: Chris Craft, 1501 Eastgate Avenue, N. E., Roanoke, Virginia 24012 Daniel J. Callaghan, City Attorney Barbara A. Dameron, Director of Finance R. Brian Townsend, Assistant City Manager for Community Development Sherman M. 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