HomeMy WebLinkAboutCouncil Actions 01-07-19COBB
41342- 010719
RRHA
CITY of ROANOKE REDEVELOPMENT
and HOUSING AUTHORITY
PARTNERS IN PROGRESS
ROANOKE CITY COUNCIL
ROANOKE REDEVELOPMENT AND HOUSING AUTHORITY
JANUARY 7, 2019
9:00 A.M.
CITY COUNCIL CHAMBER
NOTICE
This morning meeting and briefings will be televised live and replayed on RVTV
Channel 3 following the 2:00 p.m. session on Friday, January 11 at 7:00 p.m. and
Sunday, January 13 at 4:00 p.m.; and video streamed through Facebook Live at
facebook.com /RoanokeVa. Council meetings are offered with closed captioning for the
hearing impaired.
1. Call to Order -- Roll Call.
• City Council All Present
(Council Member Garland tendered his resignation as a Member of the
Roanoke City Council, effective January 2, 2019)
• Roanoke Redevelopment and Housing Authority — Andrew Anguiano was
absent.
2. Welcome and Opening Remarks.
• Mayor Sherman P. Lea, Sr.
• Chair Edward Garner
3. Items for Discussion and Comments:
• Update regarding RRHA Executive Director retirement and search process.
(RRHA)
• Multi -phase plan for redevelopment of Lansdowne Park. (RRHA)
• Capital needs assessment processes for public housing developments and
low- income housing tax credits developments. (RRHA)
1
• Storm doors for Hurt Park townhomes. (Vice -Mayor Cobb)
• Amenities for Hurt Park Community Room. (Vice -Mayor Cobb)
4. Recess /Adjourn. - 9:49 a.m.
AT 10:02 A.M., THE COUNCIL MEETING RECONVENED TO CONSIDER THE
FOLLOWING AGENDA ITEMS:
A communication from Mayor Sherman P. Lea, Sr., requesting that Council convene in
a Closed Meeting to discuss a personnel matter, being the appointment of an interim
Council Member to fill the unexpired term of John A. Garland ending June 30, 2020,
pursuant to Section 2.2 -3711 (A)(1), Code of Virginia (1950), as amended.
(6 -0)
A communication from Mayor Sherman P. Lea, Sr., requesting that Council convene in
a Closed Meeting to discuss vacancies on certain authorities, boards, commissions and
committees appointed by Council, pursuant to Section 2.2 -3711 (A)(1), Code of Virginia
(1950), as amended. A list of current vacancies is included with the agenda for this
meeting.
(6 -0)
A communication from Council Member Michelle L. Davis, Chair, City Council Personnel
Committee, requesting that Council convene in a Closed Meeting to discuss a
personnel matter, being the annual performances of the Council- Appointed Officers,
pursuant to Section 2.2 -3711 (A)(1), Code of Virginia (1950), as amended.
(6 -0)
A communication from the City Attorney requesting that Council convene in a Closed
Meeting for consultation with legal counsel and briefings by staff members or
consultants pertaining to probable litigation, where such consultation or briefing in open
meeting would adversely affect the negotiating or litigating posture of the public body,
pursuant to Section 2.2 -3711 (A)(7), Code of Virginia (1950), as amended.
(6 -0)
A communication from the City Manager requesting that Council convene in a Closed
Meeting to discuss reports or plans related to the security of the Noel C. Taylor
Municipal Building, situated at 215 Church Avenue, S. W., Roanoke, Virginia, pursuant
to Section 2.2 -3711 (A)(19), Code of Virginia, as amended.
(6 -0)
ITEMS FOR DISCUSSION AT THE JOINT MEETING OF THE COUNCIL AND THE
ROANOKE CITY SCHOOL BOARD ON MONDAY, FEBRUARY 4, 2019, AT 9:00 A.M.,
IN THE CITY COUNCIL CHAMBER, ROOM 450, NOEL C. TAYLOR MUNICIPAL
BUILDING. NONE.
2
ITEMS LISTED ON THE 2:00 P.M. COUNCIL DOCKET REQUIRING
DISCUSSION /CLARIFICATION AND ADDITIONS /DELETIONS TO THE 2:00 P.M.
AGENDA. (NONE.)
TOPICS FOR DISCUSSION BY THE MAYOR AND MEMBERS OF COUNCIL.
(NONE.)
BRIEFINGS:
• General Real Estate Reassessment - 30 minutes
Received and filed.
• Budget/Financial Planning Fiscal Year 2020 - 30 minutes
Received and filed.
AT 10:55 A.M., THE COUNCIL MEETING WAS DECLARED IN RECESS UNTIL
2:00 P.M., FOR A CLOSED MEETING IN THE COUNCIL'S CONFERENCE ROOM,
ROOM 451, NOEL C. TAYLOR MUNICIPAL BUILDING.
3
ROANOKE CITY COUNCIL
REGULAR SESSION
JANUARY 7, 2019
2:00 P.M.
CITY COUNCIL CHAMBER
AGENDA
1. Call to Order - -Roll Call. All Present.
The Invocation was delivered by The Reverend Andrew Whaley, Pastor,
Raleigh Court Presbyterian Church.
The Pledge of Allegiance to the Flag of the United States of America was
led by Mayor Sherman P. Lea, Sr.
Welcome. Mayor Lea.
Mayor Lea announced that Council Member John A. Garland tendered his
resignation as a Member of the Roanoke City Council, effective January 2,
2019.
NOTICE:
Today's Council meeting will be televised live and replayed on RVTV Channel 3
on Friday, January 11 at 7:00 p.m., and Sunday, January 13 at 4:00 p.m.; and
video streamed through Facebook Live at facebook.com / /RoanokeVa. Council
meetings are offered with closed captioning for the hearing impaired.
ANNOUNCEMENTS:
The Council of the City of Roanoke is seeking applications for the following
current vacancies and /or upcoming expirations of terms of office:
Board of Zoning Appeals — one vacancy
Three -year term of office ending December 31, 2021
Building and Fire Code Board of Appeals — one vacancy
Building Representative term of office ending June 30, 2021
Roanoke Valley Greenway Commission — one vacancy
Unexpired term of office ending June 30, 2019
Access the City's homepage to complete an online application for the
abovementioned vacancies.
2. PRESENTATIONS AND ACKNOWLEDGEMENTS:
Recognition of City employees with 30, 35, 40 and 45 years of service.
Mayor Lea presented City employees with gifts for their years of service
with the City of Roanoke.
3. HEARING OF CITIZENS UPON PUBLIC MATTERS:
City Council sets this time as a priority for citizens to be heard. All matters will be
referred to the City Manager for response, recommendation or report to Council,
as he may deem appropriate.
Barbara Duerk, 2607 Rosalind Avenue, S. W., and Estelle McCadden, 2128
Mercer Avenue, N. W., appeared before the Council in support of Bob
Clement to fill the unexpired term of Council Member John A. Garland.
Alexandros Filth, 319 -A Mountain Avenue, S. W., appeared before the
Council regarding cost of living.
4. CONSENT AGENDA:
(APPROVED 6 -0)
All matters listed under the Consent Agenda are considered to be routine by the
Members of City Council and will be enacted by one motion. There will be no
separate discussion of the items. If discussion is desired, the item will be
removed from the Consent Agenda and considered separately.
5
C -1 A communication from Council Member John A. Garland tendering his
resignation as a Member of Roanoke City Council, effective January 2, 2019.
RECOMMENDED ACTION: Accepted resignation with regret; and
received and filed communication.
C -2 Annual Report of the Western Virginia Regional Industrial Facility Authority
for Fiscal Years 2017 and 2018.
RECOMMENDED ACTION: Received and filed.
C -3 Minutes of the Audit Committee held on Wednesday, September 5, 2018.
RECOMMENDED ACTION: Received and filed.
C -4 Reports of qualification of the following individuals:
Jeffrey H. Powell as a City representative of the Roanoke Valley
Resource Authority for a four -year term of office, commencing
January 1, 2019 and ending December 31, 2022;
Kenneth S. Cronin as the Citizen -at -Large member of the City of
Roanoke Finance Board for a two -year term of office ending
June 30, 2020;
Laura Leonard Clark as a member of the Human Services Advisory
Board for a four -year term of office, commencing December 1,
2018 and ending November 30, 2022;
Kermit "Kit" Hale as a member of the City Planning Commission for
a four -year term of office ending December 31, 2022; and
Charles Waters as a Citizen -at -Large representative of the Building
and Fire Code Board of Appeals for a three -year term of office
ending June 30, 2021.
RECOMMENDED ACTION: Received and filed.
REGULAR AGENDA:
5. PUBLIC HEARINGS: NONE.
6. PETITIONS AND COMMUNICATIONS: NONE.
7. REPORTS OF CITY OFFICERS AND COMMENTS OF THE
CITY MANAGER:
a. CITY MANAGER:
BRIEFINGS: NONE.
ITEMS RECOMMENDED FOR ACTION:
Authorization for access to residential parking permits in connection
with the Patrick Henry Hotel Project.
Adopted Resolution 41342 - 010719. (6 -0)
2. Acceptance of the Financial Empowerment Grant.
Adopted Resolution No. 41343 - 010719 and Budget Ordinance
No. 41344-0101719. (6 -0)
3. Authorization to execute a proposed Agreement for Purchase
and Sale of Real Estate with Brandon Woody and Booker, LLC,
and The Brandon Company, Inc., for the purchase of real
estate on Salem Avenue, S. W.
Adopted Ordinance No. 41345 - 010719 and Budget Ordinance
No. 41346- 010719. (5 -0, Council Member Davis abstaining.)
4. Authorization to schedule and advertise a public hearing on
Tuesday, January 22, 2019 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 shall determine, in his discretion, on the
proposed sale of the GRTC Relocation Parcels from the City to
Greater Roanoke Transit Company, in accordance with the
proposed City and GRTC Exchange Agreement, which
proposed agreement includes the transfer of Campbell Court
from GRTC to the City, upon certain terms and conditions.
Adopted Resolution No. 41347 - 010719. (5 -0, Council Member
Davis abstaining.)
7
5. Authorization to schedule and advertise a public hearing on
Tuesday, January 22, 2019 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 shall determine, in his discretion, on the
proposed sale of Campbell Court to Hist;Re Partners, LLC, in
accordance with the terms and conditions of the proposed
City and Developer Exchange Agreement that includes the
City's acquisition of the Future Rail Station Parcels, upon
certain terms and conditions.
Adopted Resolution No. 41348 - 010719. (5 -0, Council Member
Davis abstaining.)
COMMENTS OF THE CITY MANAGER.
The City Manager made the following comments:
Fiscal Year 2020 Budget
• Work has begun on the development of the FY20 Budget.
• For the next few months, briefings will be provided at the first City
Council meeting of the month to update Council members and the
public on the budget process.
Roanoke 100 Miler
• Once again, Roanoke Parks and Recreation is offering this popular
program in 2019.
• Every year, hundreds of people in the Roanoke Valley celebrate the
start of the New Year by accepting the Roanoke 100 Miler challenge.
• The program asks participants to track their activity levels every day for
100 days, with the goal of walking 100 miles or the equivalent of 50
hours of exercise.
• Activities must be completely human - powered, such as walking,
running, biking, or swimming.
• To kick off the 100 days, Parks and Recreation will host an event for
participants on Sunday, January 13, from 2 to 4 p.m., and walk the first
mile as a group.
• To register, visit PlayRoanoke.com
b. CITY ATTORNEY:
1. Adoption of a resolution urging the General Assembly of the
Commonwealth of Virginia to ratify the Equal Rights Amendment to the
Constitution of the United States.
Adopted Resolution No. 41349- 010719. (6 -0)
2. Adoption of a resolution acknowledging the opioid epidemic experienced
by the City of Roanoke.
Adopted Resolution No. 41350 - 010719. (6 -0)
3. Waiver of requirement of Notice of Special Meeting of Stockholder of
Greater Roanoke Transit Company set for Tuesday, January 22, 2019
at 6:30 p.m.; and authorization of the Mayor or the City Manager to
execute and deliver the waiver.
Adopted Resolution No. 41351 - 010719. (5 -0, Council Member Davis
abstaining.)
8. REPORTS OF COMMITTEES:
a. A report of the Roanoke City School Board requesting appropriation of
funds for various educational programs; and a report of the City Manager
recommending that Council concur in the request. Donna Caldwell,
Director of Accounting, Spokesperson.
Adopted Budget Ordinance No. 41352 - 010719. (6 -0)
9. UNFINISHED BUSINESS: NONE.
10. INTRODUCTION AND CONSIDERATION OF
ORDINANCES AND RESOLUTIONS: NONE.
11. MOTIONS AND MISCELLANEOUS BUSINESS:
a. Inquiries and /or comments by the Mayor and Members of City Council.
Mayor Lea announced that the 2019 Lea's High School Winter
Classic Basketball Challenge will be on Saturday, January 12, 2019 at
the Berglund Center, commencing at 12:00 Noon.
Vice -Mayor Cobb expressed gratitude to former Council Member
John A. Garland for his service to the City of Roanoke from July 1,
2018 — January 2, 2019.
b. Vacancies on certain authorities, boards, commissions and committees
appointed by Council. See below.
9
12. RECESSED - 3:19 P.M.
At 3:19 p.m., the Council Meeting recessed for continuation of a Closed
Meeting in the Council's Conference Room.
At this point, Mayor Lea relinquished the Chair to the Vice -Mayor
(3:20 p.m.).
At 3:59 p.m., the Council Meeting reconvened in the Council Chamber,
Vice -Mayor Cobb presiding and all Members of the Council in attendance,
with the exception of Mayor Lea.
CERTIFICATION OF CLOSED MEETING. (5 -0, Mayor Lea was absent.)
Appointed Stephen Ambruzs as a City representative of the Roanoke Valley
Greenway Commission to fill the unexpired term of office of Margaret
Douglas Butler ending June 30, 2019.
Appointed Va'Shay McCalla to replace Madison Duval as a member
(Student/Alternate Patrick Henry High School) of the Youth Services Citizen
Board for a term of office ending June 30, 2019.
13. RECESSED - 4:01 P.M.
The Council Meeting recessed until Wednesday, January 16, 2019, at
10:00 a.m., in the Council's Conference Room, Room 451, fourth floor,
Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., for a Closed
Meeting, being a personnel matter, to continue discussion of the
appointment of an Interim Council Member to fill the unexpired term of
John A. Garland, resigned, ending June 30, 2020.
10
A
RO
V��IkGr..atji
SHERMAN P. LEA, SR.
Mayor
CITY OF ROANOKE
OFFICE OF THE MAYOR
215 CHURCH AVENUE, S.W., SUITE 452
ROANOKE, VIRGINIA 24011 -1594
TELEPHONE: (540) 853 -2444
FAX: (540) 853 -1145
EMAIL: MAYOR @ROANOKEVA.GOV
January 7, 2019
The Honorable Vice -Mayor Joseph L. Cobb and Members
of the Roanoke City Council
Roanoke, Virginia
Dear Vice -Mayor Cobb and Members of Council:
This is to request a Closed Meeting to discuss the appointment of an interim Council
Member to fill the unexpired term of John A. Garland ending June 30, 2020, pursuant to
Section 2.2- 3711(A)(1), Code of Virginia (1950), as amended.
Sincerely,
Sherman P. Lea, Sr.
Mayor
SPL:ctw
SHERMAN P. LEA, SR.
Mayor
CITY OF ROANOKE
OFFICE OF THE MAYOR
215 CHURCH AVENUE, S.W., SUITE 452
ROANOKE, VIRGINIA 24011 -1594
TELEPHONE: (540) 853 -2444
FAX: (540) 853 -1145
EMAIL: MAYOR @ROANOKEVA.GOV
January 7, 2019
The Honorable Vice -Mayor Joseph L. Cobb and Members
of the Roanoke City Council
Roanoke, Virginia
Dear Vice -Mayor Cobb and Members of Council:
This is to request a Closed Meeting to discuss vacancies on certain authorities, boards,
commissions and committees appointed by Council, pursuant to Section 2.2- 3711(A)(1),
Code of Virginia (1950), as amended. A list of current vacancies is included with the
agenda for this meeting.
Sincerely,
Sherman P. Lea, Sr.
Mayor
S PL: ctw
COMMITTEE VACANCIES /REAPPOINTMENTS
January 7, 2019
Public
VACANCIES:
Term of office on the Board of Zoning Appeals ending December 31, 2021.
Term of office (Building Representative) on the Building and Fire Code Board of Appeals ending
June 30, 2021.
Unexpired term of office on the Roanoke Valley Greenway Commission ending June 30, 2019.
SHERMAN P. LEA, SR.
Mayor
CITY OF ROANOKE
CITY COUNCIL
215 Church Avenue, S.W.
Noel C. Taylor Municipal Building, Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
Email: clerk(aaroanokeva.gov
January 7, 2019
The Honorable Mayor and Members
of the Roanoke City Council
Roanoke, Virginia
Dear Mayor Lea and Members of Council:
I wish to request a
Appointed Officers,
amended.
MLD:ctw
Council Members
William D. Bestpitch
Joseph L. Cobb
Michelle L. Dykstra
John A. Garland
Djuna L. Osborne
Anita J. Price
Closed Meeting to discuss the annual performances of the Council -
pursuant to Section 2.2 -3711 (A)(1), Code of Virginia (1950), as
Sincerely,
Michelle L. Davis, Chair
City Council Personnel Committee
Daniel J. Callaghan
City Attorney
CITY OF ROANOKE
OFFICE OF THE CITY ATTORNEY
464 MUNICIPAL BUILDING
215 CHURCH AVENUE, SW
ROANOKE, VIRGINIA 24011 -1595
The Honorable Mayor and Members
of City Council
Roanoke, Virginia
TELEPHONE 540- 853 -2431
FAX 540 - 853 -1221
EMAIL: cityatty@roanokeva.gov
January 7, 2019
Re: Request for closed meeting
Dear Mayor Lea and Council Members:
Timothy R. Spencer
David L. Collins
Heather P. Ferguson
Laura M. Carini
Assistant City Attorneys
This is to request that City Council convene a closed meeting pursuant to Sec. 2.2- 3711.A.7, Code of Virginia,
to consult with legal counsel and briefings by staff members or consultants pertaining to probable litigation,
where such consultation or briefing in open meeting would adversely affect the negotiating or litigating
posture of the public body.
With kindest personal regards, I am
Sincerely yours,
km'VJ Pan
Daniel J. Cal City Attor
DJC /lsc
c: Robert S. Cowell, Jr., City Manager
Stephanie Moon Reynolds, City Clerk
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: January 7, 2019
Subject: Request for Closed Meeting
request that City Council hold a closed meeting pursuant to Section 2.2-3711
(A)(19), Code of Virginia (1950), as amended, for the purpose of discussion of
reports or plans related to the security of the Noel C. Taylor Municipal Building,
situated at 215 Church Avenue, S.W., Roanoke, Virginia.
SQL -
---------------------------
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Brian Townsend, Assistant City Manager for Community
Development
Sherman Stovall, Assistant City Manager for Operations
Ci -Orl-19
Roanoke City Council
General Reassessment Briefing
FY 2019 - 2020
January 7, 2019
FY 2020 Real Estate
Assessment Projections
_t_
2.76%
0.55%
3.31%
Single Family
Multi - Family
Commercial
Total
$3,958,868,900
$667,578,900
$2,702,443,800
$7,328,891,600
$T'06'
$687,117,000 2.93%
$2,815,535,800 4.18%
$7,571,300,900 3.31%
5.00%
4.50%
4.00%
3.50%
3.00%
2.50°/6
2.00%
1.50%
1.00%
0.50%
0.00%
-0.50%
-1.00%
-1.50%
-2.00%
-2.50%
-3.00%
FY 2010 -2011
Assessment History by Fiscal Year
2011 -2012 2012 -2013 2013 -2014 20142015 2015 -2016 2015-2017 2017 -2018 2018 -2019 2019 -2020
Source: PROVAL Database
Includes new construction
Residential includes Multi- family
—*— Residential
Commercial
_. Total Assessment
New Construction History by Fiscal Year
2015 -16
2016 -17
2017 -18
2018 -14
Residential New Construction Value
Commercial New Construction Value
Total New Construction Value
2014 — 2018 Actual certified permit values 4
2018 -2019 Based on Projections through June 30, 2019
3000
r 'T► �
2a=C,
E 1 =01,
4
10170
5170
History of Residential Sales and Foreclosures
2456
2307 `'
2342
2009 2010 2011 1012 2013 2014 2015 2016 2017 2018*
Calendar Year
®Foreclosures EValidSales ❑T:,-
`2018 — Sales from January through October - annualized
$140=
$100,0
r
41 $80,000
$60,000
Median Residential Sales Price 2009 to 2018
$131450 $131000 $131000 $134,975 $1341504
$130x904 r-1 F----I
2009 2010 2011
*2018 sales data from January to October
2012 2013 2014
Calendar Year
$1391900 $1401000 $1421000
-i $1361000 F----I 7
2015 2016 2017 2018*
In Summary
• The City's residential assessed values show an overall
increase of 2.77%
• The apartment sector continues to show growth @ 2.93%
• Commercial properties showed an overall increase in
assessed values of 4.18
• Overall the total assessment change is projected at 3.31%
• Sales ratios remain in line with State standards
Appealing an Assessment
✓ Appeal to the Office of Real Estate Valuation by February 4th
✓ If a property owner does not agree with our appeal decision, they
can file an appeal with the Board of Equalization.
J
If a property owner does not agree with the Board of Equalization's
decision, they can then file suit in Circuit Court.
250
200
150
3
a
a 100
CL
50
0
2010 2011 2012 2013 2014 2015 2016 2017 2018
Appeals to Real Estate Valuation Appeals to Board of Equalization
i
Tax Relief Programs
Property Owner's Status:
• Elderly Tax Freeze
• Disability Tax Relief Program
• Veterans Tax Relief Program
Real Estate Status:
• Rehabilitated Tax Abatement
• Land Use Program
• Solar Energy Abatement
• Energy Efficient— Reduced Tax Rate
All programs require an application
9
Projected Real Estate Fiscal Impact
$88,�
$87,0
w $8b.o
0
$85.0
d
$84.0
m
4W $83.0
4A
LU
M $82.0
at
$81.0
$80.c
*Actual
$82.7
FY 2018* FY 2019 FY 2020
Questions &Comments
Susan S. Lower, SRA
Director of Real Estate Valuation
Suite 250 Noel C. Taylor Building
215 W. Church Ave. S.W.
Roanoke, VA 24011
(540) 853 -2771
susan.lowera), roanokeva.gov
KC Bratton
Supervising Appraiser
Suite 250 Noel C. Taylor Building
215 W. Church Ave. S.W.
Roanoke, VA 24011
(540) 853 -2771
kelvin.bratton(a-)-roanokeva.gov
Steve Staker
Deputy Director of Real Estate Valuation
Suite 250 Noel C. Taylor Building
215 W. Church Ave. S.W.
Roanoke, VA 24011
(540) 853 -2771
steve.staker6a roanokeva.gov
Cookie Wall
Supervising Appraiser
Suite 250 Noel C. Taylor Building
215 W. Church Ave. S.W.
Roanoke, VA 24011
(540) 853 -2771
cookie.wall(a-)-roanokeva.gov
11
APPENDIX
• Timeline of Assessment Process
• History of Projected Assessments
• Tax Relief and Abatement Programs
• History of Sales Ratios
12
Timeline of Assessment Process
• January: Notices mailed and hearings begin for citizens to appeal
• February: Hearings end, mail decisions
• March: Board of Equalization (BOE) begins
• March: Begin re- assessment process and appraisers field reviewing property
data, sales and building permits
• April 5th : Second payment of tax bill due (previous assessment)
• June 30th : BOE complete
• July 1St : Begin new fiscal year
• October 5th : First payment of tax bill due (new January assessed value)
• October to December: Appraiser team finalizing re- assessment
• December: Post and certify the new assessment values
• December to January 1St : Proofing final values
13
Tax Relief and Abatement Programs
(by Assessed Values
Rehabs $131,001,200
Leaseholds $23,727,015
Veterans $19,939,300
Elderly Tax Freeze $9,193,375
Energy Efficient $2,265,200
Disabled Tax Freeze $4,346,230
Agricultural Land Use $3,953,900
Solar $249,608
$116,300,700
$24,461,056
$21,746,100
$8,116,833
$1,485,900
$4,569,647
$3,944,400
$300,768
102
100
98
96
94
Preliminary Ratio
■ Posted Ratio 92
90
88
86
84
History of Sales Ratio
100
Source: Virginia Department of Taxation
98.4
711 97.55
2012
99.4
96.9
94.9
QA 1 93.3 93.5
2011' _'- 2n15 2016 2017
L.JuuyIU L
.lane iary 7 gn1 A
Agenda
• FY 2019 Overview
• Preliminary FY 2020 Expenditure
Priorities
• Five Year Operating Model
• Next Steps
2
FY 19 General Fund Overview
• The FY19 adopted budget is $0.76 million or
0.26% higher than FY1 8 actual revenues.
• Through December, FY 19 revenues have
decreased approximately $689,000 or
(0.64 %) compared to the same period FY 18.
• Expenditures and obligations through
December decreased approximately
$391,000 or (0.28 %) compared to the same
period last year, mainly due to the timing of
CSA expenditures and transfers.
9
All Local Taxes Revenue Through
$75,000,000.00
$70,000,000.00
$65,000,000.00
$60,000,000.00
$55,000,000.00
$50,000,000.00
December
FY 19 Revenue Estimate $199.0 million
$70,767,773
$71,020,098
$72,559,331
FY 18 YTD Actual FY 19 YTD Target FY 19 YTD Actual
FY19 Local Tax revenue increased 2.53% over same period of FY18, and is 2.17% ahead of
YTD budget.
V
Preliminary FY 2020
Expenditure Priorities
• Total Non - Discretionary Cost Increases: $850,000
— Medical /Dental - $0
— Retirement - $0
— Reserves - $350,000
— Debt Service - $250,000
— Worker Compensation - $250,000
• Other:
— Compensation — 1 % Increase - $973,000
— Cash Funded Capital
• Capital Building Maintenance
• Fleet Replacement
• Technology Capital
— General Assembly Action
5
Five -Year Operating Model
$330,000,000
$320,000,000
i m 111
$300,000,000
$290,000,000
$280,000,000
$270,000,000
2017 2018 2019 ADO 2020 2021 2022 2023
Revenue Expense
T
Revenue
$279.3
$290.9
$291.7
$296.7
$302.0
$307.3
$312.8
Expense
277.5
287.3
291.7
297.5
304.2
311.3
318.7
Variance
1.8
3.6
0.0
(0.8)
(2.2)
(4.0)
(5.9)
Assumptions:
• Real Estate Tax Growth — 1.75% in FY 20, 2% in FY 21 -23
• Personal Property Tax Growth — 1.75% in FY 20 -23
• Prepared Food and Beverage Tax Growth — 1 % in FY 20 -23
• Most Other Revenue Growth — 2% in FY 20 -23
• Operating Expenditure Growth — predominantly 2% in FY 20 -23
• Salary Increases — 2% in FY 20 -23
7
Next Steps
• Budget Staff, Director and Budget Committee
Reviews
• Council Briefing — February 4, 2019
— FY 19 Budget Performance
— FY 20 Revenue Outlook
• Local Tax Trends
• Total Price of Government
— FY 20 RCPS Estimate
— FY 19 CIP Current Status
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The Honorable Sherman P. Lea, Sr.
and Members of Roanoke City Council
clo Stephanie M. Moon Reynolds, City Clerk
Noel C. Taylor Municipal Building
215 Church Avenue, S.W.
Roanoke, Virginia 24011
Re: Resignation as Member of City Council
Dear Mayor Lea, Members of Council, and Clerk Moon Reynolds:
This letter confirms and clarifies my resignation as a Member of Roanoke city Council
sent via email on Thursday, December 27, 2018, at 8 :59 P.M. EST, a copy of which email
Is attached. My resignation as a Member of City Council is effective January 2, 2019, at
5:00 p.m., EST.
Please let me know if you have any questions.
Sin ely,
J n A. Garland
Attachment
Pc: Robert S. Cowell, Jr., City Manager
Daniel J. Callaghan, City Attorney
Troy A. Harmon, Municipal Auditor
CITY OF ROANOKE
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CITY COUNCIL
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Telephone: (540)X53-2541
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William 1). Hempitch
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JA911c L. Cobb
hlichclle L. Dykstra
John A. G rhatd
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An pin J. Price
The Honorable Sherman P. Lea, Sr.
and Members of Roanoke City Council
clo Stephanie M. Moon Reynolds, City Clerk
Noel C. Taylor Municipal Building
215 Church Avenue, S.W.
Roanoke, Virginia 24011
Re: Resignation as Member of City Council
Dear Mayor Lea, Members of Council, and Clerk Moon Reynolds:
This letter confirms and clarifies my resignation as a Member of Roanoke city Council
sent via email on Thursday, December 27, 2018, at 8 :59 P.M. EST, a copy of which email
Is attached. My resignation as a Member of City Council is effective January 2, 2019, at
5:00 p.m., EST.
Please let me know if you have any questions.
Sin ely,
J n A. Garland
Attachment
Pc: Robert S. Cowell, Jr., City Manager
Daniel J. Callaghan, City Attorney
Troy A. Harmon, Municipal Auditor
Bonnie Clayton
From: John.Garland @roanokeva.gov
Sent: Thursday, December 27, 2018 8:40 PM
70: Council PlusoloCity_of Roanoke @RoanokeCity.com
Subject: City Council
It is with regret that I submit my resignation as a member of City Council. As a developer, which is my
passion, I continue to run up against conflict of interest rules. Most recently, the RRHA has determined,
that In their opinion, I have a conflict of interest in having some tenants that receive Section 8 rental
vouchers. My options to resolve this situation, included divesting myself of the properties, having tenants
removed from my properties or no longer be on City Council. I am unable to divest myself of multiple
properties owned by diverse partners and I do not want to have to ask long term tenants to move when it
is disruptive to their lives and has nothing to do with them. I am also not allowed to have tenants that
are recipients of HUD grants, which I am quite sure will continue to be a problem.
After careful review and consideration, I have decided that my ability to serve my community is best
served as a developer, while not simultaneously serving on City Council. I will work with Bob Cowell for a
smooth transition, while Council is able to find a suitable interim Council member to serve out my
term. One candidate that I would hope that you would consider is Trish White Boyd, whom lost the
election in 2016 by only 47 votes. If she is willing, I feel she would bring great value to City Council
Wishing you the best in your service to our Great City.
Sincerely,
John Garland
WESTERN VIRGINIA
REGIONAL INDUSTRIAL FACILITY AUTHORITY
Annual Report FY 20179 2018
The following is a list of significant actions taken and accomplishments of the Western Virginia
Regional Industrial Facility Authority over the course of fiscal years 2017 and 2018.
The Western Virginia Regional Industrial Facility Authority completed the process of
financing structure, acquisition, master planning, and rezoning for its first acquisition, the
Wood Haven Road property in 2017 -18.
Financing: Utilizing funds from a DHCD grant, the WVRIFA engaged Davenport &
Company (Richmond) to structure financing for Phase I of the Wood Haven Road
project. The structure was based around a $10 million borrowing and Roanoke,
Roanoke County, and Salem formed a participation committee in December 2016 to
jointly develop the project. Financing with Union Bank was closed on October 14, 2016.
Finance directors from the participating localities advised on investing unused
borrowings in a LGIP account for greater yield.
The WVRIFA also received grants from the Virginia Economic Development Partnership
($100,000) and Appalachian Power Company ($20,000) and GoVirginia ($200,000).
Property Acquisition: The Bowman, Wolfe, Peoples, and Amos parcels were acquired in
FY17 for a total of approximately 104 acres. Three houses on the property were
demolished in January 2018 due to unstable condition.
Master Planning: Draper Aden was selected in December 2016, through a public
procurement process, as the engineering firm to complete the master plan and site due
diligence as a prerequisite to land use application. The process included three
community meetings in 2017 to solicit input on plan development. The master plan and
draft restrictive covenants for designation as a Planned Technology District (PTD) were
presented and accepted in April 2018 as the first step in developing a land use
application with Roanoke County. The property went through the land use process and
was rezoned in July 2018.
• Development: The WVRIFA applied for and received a GoVirginia grant of $200,000 to
fund a $950,000 utility extension project to bring water and sewer to the Wood Haven
property entrance. Engineering and design is underway with construction anticipated to
begin in FY2019.
Administration: In September 2016, the WVRIFA entered into an agreement with the
Roanoke Valley - Alleghany Regional Commission to provide administrative /staff support.
The Roanoke Regional Partnership continues to provide administrative and technical
oversight. Clean audits were completed by Robinson, Farmer, Cox Associates for FY
2016, FY2017 and FY2018 and accepted by the WVRIFA.
III. Franklin County Project: The WVRIFA entered into a participation agreement with
Franklin County in July 2018 to act as agent to receive and distribute funds from Franklin
County for a railroad switch in Rocky Mount.
Respectfully submitted:
Beth Doughty John Hull
Executive Director Assistant Executive Director
MINUTES
Audit Committee of Roanoke City Council
Location: Council Conference Room
Noel C. Taylor Municipal Building, Room 451 South
Date: September 5, 2018
Time: 4:04 p.m. to 5:10 p.m.
Attendees:
Audit Committee Member Present (Y /N)
Anita Price (Chair) Y
William Bestpitch (Vice- Chair) Y
Michelle Dykstra (Member) N
Sherman Lea (Ex- Officio) N
Drew Harmon, Municipal Auditor
Bob Cowell, City Manager
Dan Callaghan, City Attorney
Brian Townsend, Assistant City Manager for Community Development
Sherman Stovall, Assistant City Manager for Operations
Amelia Merchant, Director of Finance
Dawn Hope Mullins, Assistant Municipal Auditor
Tasha Burkett, Information Systems Auditor
Cari Spichek, Senior Auditor
Brian Pendleton, Senior Auditor
Emma Coole, Senior Auditor
Dorothy Hoskins, Senior Accountant
Amanda Dooley, Accounts Payable Coordinator
Eric Charles, Deputy Chief of Police
1. Call to Order:
Ms. Price called the meeting to order at 4:04 p.m.
2. Approval of the Minutes from the June 6, 2018 Meeting:
The minutes were set aside until a quorum was present.
September 5, 2018
3. Police Cash and Fees Audit:
Page 2 of 6
In addition to the typical cash funds and fees audited annually, off -duty billings and a staff fund were
included in this year's audit. There were no exceptions noted in relation to the cash funds. The $2,000
emergency fund, which had been inactive for several years, was closed in March 2018.
Off -duty Billing: Businesses and other entities can request and pay for off duty officers to provide
security. Officers working off duty assignments are in uniform and follow police standard operating
procedures. Officers log into dispatch so the department is aware of where they are and their status.
The off duty program increases policing capacity because private entities pay for the additional police
coverage. Billings totaled almost $500,000 in 2017 with over 11,000 hours worked. Account
delinquencies were minimal.
Mr. Harmon explained that auditors looked at days when an officer worked more than 15 hours of shift
and off -duty time combined. A sample was tested for overlapping time. Exceptions noted were
discussed with the persons involved and their supervisors. Explanations were reasonable but indicated
a need for better documentation of schedule changes.
Verification Reports: Management had implemented their plans from the prior year's audit. Auditors
found that deposits were made timely. The availability of verification reports continued to be an issue.
Auditors reviewed ten days (10) of mailed requests and found 61% were returned to the requestor
unfulfilled. The cause appears to be with a Department of Motor Vehicles interface. A software
upgrade is expected to correct the underlying issue. Deputy Chief Charles anticipates the upgrade will
be scheduled for the fall or winter timeframe.
Online Service: The City subscribes to an online service that allows customers to download verification
reports themselves. The Police Department receives $5 for each download. The contract with the
service requires that the City upload all accident reports within 48 hours. Various factors can prevent
the City from meeting the 48 hour requirement and we noted several exceptions. The number of
reports being uploaded to the site began dropping in late 2016 and have not recovered to previously
noted levels. The cause of lower numbers has not been determined. This issue will be reviewed again
in the next audit.
Deputy Chief Charles commented that work is in progress on some of the items noted. Ms. Price
asked if the technology glitches would be addressed. Deputy Chief Charles affirmed that they would.
Ms. Price thanked him for being present.
Hearing no further questions, the report was received and filed.
4. Council Expenditures Audit:
The audit covered expenditures for the year ended June 30, 2018. No exceptions were noted. Overall,
disbursements were three percent [3 %] below budget. Ms. Price expressed her appreciation.
September 5, 2018 Page 3 of 6
Hearing no further questions, the report was received and filed.
5. Clerk of the Circuit Court Audit:
The audit covered transactions occurring January 1, 2017 through March 31, 2018, as specified by the
Auditor of Public Accounts [APA]. No exceptions or concerns were identified.
Ms. Price asked about the agreement with the APA for the audit. Mr. Harmon responded that the
agreement dates back to the 1970's and waives all costs for the audit in return for Municipal Auditing
performing a share of the audit work. There were some challenges in scheduling the work and
obtaining state reports in recent years. Ms. Price asked how other localities handle the audit. Mr.
Harmon was unaware of any that have the same arrangement. He plans to review the agreement with
the APA and consider changes going forward.
Hearing no further questions, the report was received and filed.
6. Revenue Project Update:
Ms. Burkett presented the update. The team completed the remaining Business Process Reviews
[BPRs] this quarter, with the exception of miscellaneous accounts receivable. Mr. Bestpitch asked for a
description of miscellaneous accounts receivable. Ms. Burkett responded that this would be anything
billed by the City that is not a tax. These types of fees are currently billed through the Advantage
financial system. Mr. Bestpitch asked how parks and recreation fees are billed. Ms. Mullins replied that
a separate cloud -based system is used for people to register and pay for recreation classes and
events. The Advantage financial system is used to bill sports leagues and delinquencies. Mr. Bestpitch
inquired as to how miscellaneous billing will work if it is not included in the new system. Ms. Burkett
replied that it would stay on the financial system, but options such as interfacing are available. Ms.
Mullins added that the preference is to move miscellaneous receivables to the new system, but the
decision has not yet been finalized. Mr. Bestpitch noted that one of the main objectives of the project
was to have everything someone owes in one system. Ms. Burkett assured him that was still the goal
and all options will be carefully and fully evaluated.
The vendor provided a two day demonstration of the whole system for employees this quarter. This
provided employees an opportunity to see the system work and to ask questions.
The majority of time this last quarter was spent on converting legacy data to be transferred into the new
system. Almost 200,000 records have been provided to the vendor and have passed an initial review.
The work is very detail oriented and time consuming. Employees must look at every customer record
to make sure the data is correct. The team started with business license data and is now reviewing the
associated personal property records. Additionally, departments are developing a list of reports that will
be needed, with approximately 400 currently identified. Once completed, the vendor will review the list
September 5, 2018
Page 4 of 6
and either identify a comparable report or create a new one. Ms. Burkett reported that the team is
doing an amazing job.
A kick -off luncheon was held for all project stakeholders and team members to acknowledge the start of
the project. It was very well attended, with almost all invitees present. Ms. Price asked that Ms. Burkett
let the team know how much the Committee appreciates their work. Ms. Burkett thanked the Council
Members and management for their support.
Hearing no further questions, the update was received and filed.
7. Hotline Update:
Mr. Harmon reviewed a synopsis of closed reports. All completed investigations were found to be
either unsubstantiated or were referred to other agencies. Allegations of criminal activity unrelated to
city government were referred to the Police after verifying the persons named were not City of Roanoke
employees. Allegations of fraud involving recipients of public assistance were referred to investigators
in the Department of Human and Social Services.
The investigation of code enforcement activity was extensive and compared citation history for all
inspectors. There was no evidence to support the allegations; a comprehensive report was provided to
management.
The allegation related to Valley Metro was the first such report received through the City's hotline. The
hotline was created to receive complaints involving City of Roanoke employees and has not been
publicized at Valley Metro. Auditing reviewed video and audio from the bus involved, with
management's assistance, and found no evidence to support the allegation.
Ms. Price expressed her appreciation for the way in which the hotline is handled. The reports deal with
very sensitive issues and Municipal Auditing makes certain they are appropriately investigated. Mr.
Bestpitch appreciated that the Valley Metro complaint was investigated and not passed over because of
being outside the intended scope of the hotline.
Hearing no further questions, the update was received and filed.
8. Annual Report — Audit Committee:
Mr. Harmon presented the annual report for fiscal year 2018. Mr. Bestpitch asked if the report will be
included on the consent agenda for the upcoming Council Meeting. Mr. Harmon confirmed that it would
be on the agenda.
It was an unusual year that included assisting the Department of Finance with financial statement
preparation and serving as project manager for the revenue system implementation. These projects
required considerable hours that affected the number of audits that could be completed. The number of
September 5, 2018 Page 5 of 6
hours worked on school audits was consistent with the agreement and audit plan. Indirect time that
includes activities such as paid leave, training, and employee development was in line with benchmarks
at 33 %. New staff hired in two positions during the year contributed to additional training hours. Client
satisfaction was slightly below target with only two surveys completed. Convincing people to take the
time to complete a survey has been challenging. The percentage of action plans completed was below
target primarily due to one vendor having several reportable issues that it did not resolve.
Hearing no further questions, the report was received and filed.
9. Audit Plan:
The plan is risk - based, utilizing nine risk factors along with input from management and elected
officials. Other planning considerations include staff availability and client availability. The auditable
areas identified in the plan are primarily based on budget offers.
In this year's plan, the Information Systems Auditor will work exclusively on the revenue system
implementation. Audits in the Commissioner's and Treasurer's offices, as well as DoT will be deferred
until the new system is fully implemented. Areas listed as priorities in the plan will be audited as staff
become available.
Mr. Cowell asked if a specific focus area in Fire /Emergency Medical Services was planned, such as
medical supplies. Mr. Harmon shared information about the processes for controlling medications and
explained how objectives and scope are developed during an audit. The process engages department
management in talking through risks inherent to their operational objectives.
Mr. Harmon discussed financial audits with a focus on workforce development funds. The City is part
of a regional system which contracts with vendors to provide client services. An assignment has been
set -up and work is underway. Mr. Cowell added that a recent review by the state identified a series of
issues and that a closer look is appropriate. The new director has been working to address the issues
cited by the state as well as other issues. Ms. Price commented on remarks about the workforce
development board made by citizens the previous day at the regular City Council meeting. Mr. Cowell
noted that the issues shared at the Council meeting were part of the reason the workforce development
board changed vendors. Mr. Bestpitch asked about the new vendor. Ms. Coole responded that it is
Ross IE Services, a workforce development company. Ms. Price was glad an audit had been initiated
and Mr. Bestpitch concurred. Mr. Cowell commented on the City's fiduciary responsibility as the
grantee for work force development funds. Changes to the workforce development board were
required to comply with state requirements. Mayor Lea and Vice -Mayor Cobb were appointed to the
board during the previous day's council meeting. Other member localities will need to do the same.
Mr. Harmon discussed the simplified comparative and fiscal condition report, noting that Auditing has
been considering this idea for several years. An outline has been developed as a proof of concept.
The report will include financial and non - financial data that can be compared with other localities in the
region. Most of the data will come from existing public reports and government agencies. It will be
September 5, 2018
Page 6 of 6
purely informational without recommendations, and would be published annually so that trends may be
noted and better understood. Ms. Price commented that it is a very ambitious and innovative project
that she supports.
Audit priorities for RCPS and GRTC were noted. Mr. Cowell asked if the review of GRTC's fixed route
service is related to the recently completed operational assessment. Mr. Harmon responded that it
would not directly relate to the operational assessment. The audit will potentially address processes
such as driver training, standby time and security situations.
Hearing no further questions, the plan was received and filed.
10. Other Business:
Mr. Harmon confirmed upcoming meeting dates and times including December 12, 2018, March 6,
2019 and June 5, 2019. Ms. Price and Mr. Bestpitch confirmed that 4:00 p.m. meeting times worked
well with their schedules.
11. Adjournment:
Ms. Price thanked everyone for attending and adjourned the meeting at 5:10 p.m.
STEPHANIE M. MOON REYNOLDS, MMC
Cily Clerk
CITY OF ROANOKE
OFFICE OF'I'HE CI'T'Y CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 24011 -1.536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk(n)ronuokeva.gov
January 8, 2019
Peggy Bishop, Secretary
Roanoke Valley Resource Authority
1020 Hollins Road, N. E.
Roanoke, Virginia 24012
Dear Ms. Bishop:
CECELIA F. MCCOY
Depute City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
This is to advise you that Jeffrey H. Powell has qualified as a City representative of the
Roanoke Valley Resource Authority for a four -year term of office, commencing
January 1, 2019 and ending December 31, 2022.
Sincerely,
phanie M. Moon Reyn
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Jeffrey H. Powell, do solemnly swear or (affirm) that I will support the
Constitution of the United States of America and the Constitution of the Commonwealth
of Virginia, and that I will faithfully and impartially discharge and perform all the duties
incumbent upon me as a City representative of the Roanoke Valley Resource Authority
for a four -year term of office, commencing January 1, 2019, and ending December 31,
2022, according to the best of my ability. (So help me God.)
J F Y H. POWELL
The foregoing oath of office was taken, sworn to, and subscribed before me by
Jeffrey H. Powell this Iq day of 'I�eL 2018.
Brenda S. Hamilton, Clerk of the Circuit Court
Clerk
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF THE CIrrY CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk(nsroanokeva.gov
January 8, 2019
Amelia C. Merchant, Director
City of Roanoke Finance Board
Roanoke, Virginia
Dear Ms. Merchant:
CECELIA F. MCCOY
Deputy City Clerk
C'ECELIA T. WEBB, C IC
Assistant Deputy City Clerk
This is to advise you that Kenneth S. Cronin has qualified as a Citizen -at -Large member
of the City of Roanoke Finance Board for a two -year term of office ending June 30,
2020.
Sincer y,
Stephanie M. Moon
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Kenneth S. Cronin, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the Commonwealth
of Virginia, and that I will faithfully and impartially discharge and perform all the duties
incumbent upon me as the Citizen -at -Large member of the City of Roanoke Finance
Board for a two -year term of office ending June 30, 2020, according to the best of my
ability. (So help me God.)
1 KEW ETH . CRONIN
The foregoing oath of office was taken, sworn to, and subscribed before me by
i
Kenneth S. Cronin this /iAl day of 2018.
Brenda S. Hamilton, Clerk of the Circuit Court
STE 111ANIE M. MOON REVNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 240] 1 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk(wroanokcva.gov
January 8, 2019
Teresa McDaniel, Secretary
Human Services Advisory Board
Roanoke, Virginia
Dear Ms. McDaniel:
CECELIA F. MCCCIV
Deputy City Clerk
CECE:LIA T. WEBB, CMC
Assistant Deputy City Clerk
This is to advise you that Laura Leonard Clark has qualified as a member of the Human
Services Advisory Board for a four -year term of office, commencing December 1, 2018,
and ending November 30, 2022.
Sincerely,
Stephanie M. Moon Reyno s, MC
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Laura Leonard Clark, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the Commonwealth
of Virginia, and that I will faithfully and impartially discharge and perform all the duties
incumbent upon me as a member of the Human Services Advisory Board for a four -year
term of office, commencing December 1, 2018, and ending November 30, 2022
according to the best of my ability. (So help me God.)
ZIA
LAXURA LEONARD CLARK
The foregoing oath of office was taken, sworn to, and subscribed before me by Laura
Leonard Clark this2 l day ofUC;„,2018.
Brenda S. Hamilton, Clerk of the Circuit Court
By �� , Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540)853 -1145
F_nmil• nlnrlc /n�rnn unknononv
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
January 8, 2019
Tina Carr, Secretary
City Planning Commission
Roanoke, Virginia
Dear Ms. Carr:
CECELIA F. MCCOY
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
This is to advise you that Kermit "Kit" Hale has qualified as a member of the City
Planning Commission for a four -year term of office ending December 31, 2022.
Sincere , --------------
Stephanie M. Moon Reyn ;
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Kermit "Kit" Hale, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the Commonwealth
of Virginia, and that I will faithfully and impartially discharge and perform all the duties
incumbent upon me as a member of the City Planning Commission for a four -year term
of office ending December 31, 2022, according to the best of my ability. (So help me
God.)
KERMI "KIT" HALE
The foregoing oath of office was taken, sworn to, and subscribed before me by Kermit
"Kit" Hale this Ill day of QtC.tv�\be_ _f 2018.
Brenda S. Hamilton, Clerk of the Circuit Court
By JIL , Clerk
J
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 24011 -1536
Telephone. (540) 853 -2541
Fax: (540) 853 -1145
E -mail: elerkOroanokeva.gov
January 8, 2019
Donna Payne, Secretary
Building and Fire Code Board of Appeals
Roanoke, Virginia
Dear Ms. Payne:
CECELIA F. MCCOY
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
This is to advise you that Charles Waters has qualified as an Citizen -at -Large
representative of the Building and Fire Code Board of Appeals for a three -year term of
office ending June 30, 2021.
Sincerely,
Stephanie M. Moon Reyno ,
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Charles Waters, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the Commonwealth
of Virginia, and that I will faithfully and impartially discharge and perform all the duties
incumbent upon me as a Citizen At -large representative (member) of the Building and
Fire Code Board of Appeals for a three -year term of office ending June 30, 2021,
according to the best of my ability. (So help me God.)
CHARLES WATERS
The foregoing oath of office was taken, sworn to, and subscribed before me by
Charles Waters this,day of 'Pee'��018.
Brenda S. Hamilton, Clerk of the Circuit Court
gy � ,Clerk
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41342- 010719.
A RESOLUTION approving the terms of a Second Letter Agreement between the City of
Roanoke, Virginia ( "City "), and 611 Jefferson, LLC ( "Company "), for access to parking permits for the
Patrick Henry Hotel Project ( "Project "); authorizing the City Manager to execute the Second Letter
Agreement referred to above; and authorizing the City Manager to execute such other documents and to
take such further actions as may be necessary to implement, administer, and enforce such Second Letter
Agreement.
WHEREAS, by Letter Agreement between the City and the Company dated July 11, 2011, as
authorized by Resolution No. 39156- 070511, adopted by Roanoke City Council on July 5, 2011, the
City provided access to public parking for individual residents at the former Patrick Henry Hotel
( "Original Letter Agreement ");
WHEREAS, under the terms of the Original Letter Agreement, the duration of the Original
Letter Agreement did not exceed a period of the 30 year term of financing provided to the Company by
Virginia Housing and Development Authority ( "VHDA ") in connection with the redevelopment of the
former Patrick Henry Hotel; and
WHEREAS, the Company is planning to refinance its obligations with VHDA and has requested
an agreement that will replace the Original Letter Agreement to provide for a maximum duration of 30
years from the date on which such refinancing occurs.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. City Council hereby approves the terms of a Second Letter Agreement between the City
and the Company, for access to unreserved residential parking permits for the Project, as set forth in the
attachment to the City Council Agenda Report dated January 7, 2019.
R- Patrick Henry Hotel - Second Letter Agreement - parking permits (1.7.19).doe 1
2. The City Manager is authorized on behalf of the City to execute a Second Letter
Agreement between the City and the Company, for access to unreserved residential parking permits for
the Project, upon certain terms and conditions as set forth in the City Council Agenda Report dated
January 7, 2019. Such Second Letter Agreement shall be substantially similar to the one attached to
such report and in a form approved by the City Attorney.
3. The City Manager is further authorized to execute such other documents and take such
further actions as may be necessary to implement, administer, and enforce such Second Letter
Agreement.
ATTEST:
City Clerk
r
01�1
R- Patrick Henry Hotel - Second Letter Agreement- parking permits (1.7.19).doc 2
x5�
COUNCIL CITY AGENDA REPORT
PF
To: Honorable Mayor and Members of City Council
Meeting: January 7, 2019
Subject: Authorization for a Second Letter Agreement for Access to
Parking Permits for the Patrick Henry Hotel Project
Background:
The renovation of the former Patrick Henry Hotel at 611 Jefferson Street, S.W.,
was a significant project for the long term growth and vitality of downtown
Roanoke. The $20 Million renovation project of this long vacant structure in
2012 resulted in over 130 apartment dwellings and over 26,000 square feet of
additional active commercial and retail / restaurant space on one of Roanoke's
most important corridors, Jefferson Street. The project's permanent financing
was undertaken through the Virginia Housing Development Authority (VHDA).
In order to facilitate this financing, VHDA requested that the developer of the
project, 611 Jefferson, LLC (Company), obtain access to off - street parking in
support of the project's dwelling units during the term of the VHDA permanent
financing commitment, which was for an original term of thirty years.
Through a Letter Agreement, dated July 11, 2011, authorized by City Council
Resolution No. 39156-070511, the City provided access to public parking for
individual residents of the Patrick Henry, such Agreement for a term not to
exceed the 30 year term of the original financing provided to the Company by
VHDA (Original Letter Agreement).
The Company is planning to refinance its obligations with VHDA and has
requested an agreement that will replace the Original Letter Agreement to
provide for a maximum duration of 30 years from the date on which such
refinancing occurs. Based on the foregoing, the City proposes a Second Letter
Agreement between the City and the Company, which entails the same general
terms, conditions, and obligations of the parties as were contained in the
Original Letter Agreement.
Considerations:
The Second Letter Agreement, a copy of which is attached to this report, dated
January 9, 2019, has been developed that is acceptable to 611 Jefferson, LLC,
and VHDA. The Agreement contains the terms and conditions under which 140
parking permits will be made available in the City's downtown parking system
to residents of the Patrick Henry who choose to obtain parking from the City.
The parking permits would be made available to residents upon request during
the term of the Agreement at the then current applicable posted residential
parking rate as established by the City Council. Residents of the Patrick Henry
who wish to obtain parking permits under this Agreement will be subject to all
of the terms and conditions to which all other residential parking customers in
the City's parking system must comply. The availability of parking permits in
any specific parking garage or lot will be at the sole discretion of the City
parking administration, but the City will use reasonable efforts to place
customers in parking facilities in closest proximity to the Patrick Henry.
The Agreement also provides for conditions under which the City could
terminate the Agreement, including certain reductions in the size of the City's
parking system during the Agreement's term; in the event of non - appropriation
of funds to operate the parking system; and upon certain reductions to the
number of, or cessation of the use of, the residential units in the Patrick Henry
project during the term of the Agreement.
Recommended Action:
Approve the terms of the Second Letter Agreement between the City and 611
Jefferson, LLC, as set forth in the attachment to this report.
Authorize the City Manager to execute a Letter Agreement between the City and
611 Jefferson, LLC, substantially similar to the one attached to this report, and
to execute such other documents and take such further actions as may be
necessary to implement, administer, and enforce such Agreement, with the
form of the Letter Agreement and such other documents to be approved by the
City Attorney.
Robert S. Co eil, Jr.
City Manager
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community
Development
Amelia C. Merchant, Director of Finance
Robert Ledger, Economic Development Manager
Jamie Brooks, General Manager, Park Roanoke
2
January 9, 2019
Mr. Edward Walker
c/o 611 ,Jefferson, LLC
24 Kirk Avenue, S.W.
Roanoke, VA 24011
Re: Second Letter Agreement
Dear Mr. Walker:
The City of Roanoke ( "City ") owns, operates, and manages a public
parking system in its downtown which is currently comprised of seven
parking garages and four off - street parking lots which contain a total of
approximately four thousand (4,000) parking spaces.
By letter agreement dated .July 1 1 , 201 1 , as authorized by Resolution No.
39156 -07051 1, adopted by Roanoke City Council on July 5, 2011, the
City and 611 .Jefferson, LLC, a Virginia limited liability company
( "Company "), the City provided access to public parking for individual
residents at the former Patrick Henry Hotel, situated at 611 .Jefferson
Street, S.W., Roanoke, Virginia, that was being redeveloped by the
Company ( "Original Letter Agreement "). Under the terms of the Original
Letter Agreement, the duration of the Original Letter Agreement did not
exceed a period of the 30 year term of financing provided to the
Company by Virginia Housing and Development Authority ( "VHDA ") in
connection with the redevelopment of the former Patrick Henry Hotel. The
Company is planning to refinance its obligations with VHDA and has
requested an agreement that will replace the Original Letter Agreement to
provide for a maximum duration of 30 years from the date on which such
refinancing occurs.
Based on the foregoing, the City proposes this letter agreement (the
"Second Letter Agreement ") between the City and the Company, its
successors and assigns, that provides, to the extent permitted by law,
access to public parking for individual residents of residential dwelling
units (as defined in Appendix A. Definitions of Section 36.2 Zoning, of
the Code of the City of Roanoke, 1979, as amended) located in The
Patrick Henry located in downtown Roanoke, at 611 Jefferson Street, S.W.
( "The Patrick Henry "), which is owned and operated by the Company.
The City agrees to make available for such residents a total of 140
parking permits for use in off - street parking garage or parking lot
facilities that the City owns, operates, and manages under the following
terms and conditions:
1. The determination of availability of parking permits in any
specific parking garage or parking lot owned, operated, and
managed by the City will be at the City's sole discretion,
provided the City will use reasonable efforts to make parking
available to the residents at facilities closest in proximity to
The Patrick Henry.
2. The parking permits will be made available to residents of
The Patrick Henry during the term of this Second Letter
Agreement at the then current applicable posted residential
parking rate, or other applicable rate, established and as
modified from time to time by the City Council of the City of
Roanoke. All such parking permits for residents who qualify
shall be subject to the terms and conditions of any
application and /or agreement documents that other
residential parking patrons are subject to, as well as any
other requirements for such permits that may be
promulgated from time to time by the City Manager or City
Council for the use of such permits. Currently, qualified
residents of The Patrick Henry may apply for monthly
residential parking permits at a rate of $25.00 per permit per
month.
3. The City will make available a total of 140 parking permits
for such residents in The Patrick Henry for the duration of
the project's proposed refinancing term with VHDA. The
City acknowledges and agrees this Second Letter Agreement
may be assigned, in its entirety but not in part, to VHDA or a
successor owner of The Patrick Henry during the term of this
Second Letter Agreement, but under no circumstances shall
the term of this Second Letter Agreement exceed a total of
30 years from the date of the closing on the VHDA
refinancing agreement, anticipated to be no later than June
30, 2019. Notwithstanding anything in this paragraph to the
contrary, this Second Letter Agreement shall terminate if the
Company refinances its loan with VHDA with another lender.
4. The City's obligations under this Second Letter Agreement to
provide access as set forth above to such parking permits are
specifically subject to the following conditions:
2
a. The availability of funds and the appropriation of such
funds by the City Council as may be necessary to
operate and manage the City's parking garages and
lots.
b. The City maintaining ownership, operation, and
management of parking garages and lots through the
duration of the agreement; provided if more than
2,500 of the parking spaces currently managed by the
City are sold or transferred to a single third party (or
more than one party if part of a single transaction or
series of transactions to individuals or entities having a
common control group) during the term of this Second
Letter Agreement then this Second Letter Agreement
shall be binding on such successor. Except as
provided in the preceding sentence, should the total
number of parking spaces in such facilities fall below
one thousand (1,000) during the term of this Second
Letter Agreement, this Second Letter Agreement may
be terminated by the City in its sole discretion.
C. If more than twenty five percent (25 %) of the residential
dwelling units in The Patrick Henry are no longer used
as active residential dwelling units during the term of
this Second Letter Agreement, or if The Patrick Henry
shall close or cease operation of the residential
dwelling units in their entirety for any consecutive
twelve (12) month period, this Second Letter
Agreement may be terminated by the City in its sole
discretion.
d. In the event of a breach by the City under the terms of
this Second Letter Agreement, the Company, its
successors and /or assigns, shall give written notice to
the City setting forth the nature of the breach and the
City shall have thirty (30) days following receipt of the
notice to cure the breach, provided that if the cure
cannot be reasonably completed within thirty (30) days
following the City's receipt of written notice the City
shall be granted additional time to cure the same
provided it diligently proceeds to do so. All notices to
the City shall be sent via overnight delivery or certified
mail, return receipt requested to: City Manager, City of
Roanoke, 215 Church Avenue, S.W., Suite 364,
Roanoke, VA 24011. Should the City fail to cure any
3
default within the time period set forth in the
preceding sentence, the City shall be deemed in
default of this Second Letter Agreement and the
Company may exercise all rights and remedies
available to it under Virginia law, provided the City's
liability, if any, shall be limited to an amount not to
exceed the lesser of (i) the actual cost of any excess
amount that it would cost the Company to provide
such parking permits over what the City would have
charged to provide such parking permits or (ii) an
amount not to exceed a total of $100,000.
e. The City shall not be liable for its inability to perform
its obligations under this Second Letter Agreement by
reason of strikes, lock -outs, casualties, acts of God,
labor troubles, failure of power, governmental laws or
regulations, riots, insurrection, war or other causes
beyond the reasonable control of the City.
5. The Company shall indemnify and hold harmless the City, its
Parking Management Company (if any), and their officers,
agents, and employees against any and all liability, losses,
damages, claims, causes of action, suits of any nature, costs,
and expenses, including reasonable attorney's fees, resulting
from or arising out of the Company's, its assignees, or their
employees, agents, or subcontractors actions, activities, or
omissions, negligent or otherwise, on or near the City's
property or the area where any services are to be provided,
or arising in any way out of or resulting from any of the
matters or items involved in or covered by this Second Letter
Agreement, and this includes, without limitation, any fines or
penalties, violations of federal, state, or local laws or
regulations, personal injury, wrongful death, or property
damage claims or suits.
6. This Second Letter Agreement shall take effect upon the
finalization of the refinancing of the Company's existing
obligations owed to VHDA by VDHA on or before ,June 30,
2019. Upon finalization of the refinancing agreement on or
before June 30, 2019 by the Company with VHDA, the
Original Letter Agreement shall automatically terminate and
be of no further force or effect. In the event that the
refinancing agreement does not occur as contemplated
herein by June 30, 2019, this Second Letter Agreement shall
automatically terminate, be of no further force or effect, and
12
the Original Letter Agreement shall remain in full force and
effect.
If the Company agrees to the terms and provisions set forth herein,
please have an authorized representative sign and return to me the
original of this letter. Thank you for your cooperation in this matter.
City of Roanoke, Virginia
Robert S. Cowell, Jr.
City Manager
611 Jefferson, LLC hereby acknowledges that it has read the above
Second Letter Agreement document and does hereby agree to and
accepts all such provisions, including, without limitation the automatic
termination of the Original Letter Agreement when and if this Second
Letter Agreement takes effect in accordance with Section 6 of this Second
Letter Agreement.
Date: January--, 2019 611 Jefferson, LLC
By its Manager
611 Jefferson Management, LLC
Printed Name and Title
5
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41343 - 010719.
A RESOLUTION authorizing the acceptance of the 2018 Financial Empowerment Center
Planning Grant to the City of Roanoke ( "City ") from the Cities for Financial Empowerment
Fund, Inc. (the "CFE Fund "); authorizing the City Manager to execute any documents necessary
to receive such grant, including a Memorandum of Understanding with the CFE Fund, in order
for the City to improve the financial stability of low and moderate income households by
embedding financial empowerment strategies into local government infrastructure; and
authorizing the City Manager to take such further actions and execute such other documents as
may be necessary to obtain, accept, implement, administer, and use such grant funds.
BE IT RESOLVED by the Council of the City of Roanoke as follows:
L The City of Roanoke hereby accepts the 2018 Financial Empowerment Center
Planning Grant offered by the CFE Fund in the amount of $20,000, which requires no local
match, as more particularly described in the City Council Agenda Report dated January 7, 2019.
2. City Council hereby authorizes the City Manager to execute any documents
necessary to receive such grant, including the Memorandum of Understanding with the CFE
Fund, which is attached to the above mentioned Agenda Report, with all such documents to be
approved as to form by the City Attorney.
3. The City Manager is authorized to take such further actions and execute such
further documents as may be necessary to obtain, accept, implement, administer, and use such
grant funds, as allowed by the terms and conditions of the grant, with any such documents being
approved as to form by the City Attorney.
ATTES
OEM �
City Clerk
R- Accept Grant funding from the CFE Fund (1.7.19)
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: January 7, 2019
Subject: Acceptance of an 2018 Financial Empowerment Center Planning
Grant Award
Background:
Cities for Financial Empowerment (CFE) is an organization with a mission to
help improve the financial stability of low and moderate - income households
around the country. They do this by embedding financial empowerment
strategies into local government infrastructures. In practical terms, CFE's goal
is to make free, one -on -one professional financial counseling a standard public
service provided by the participating municipality.
CFE has selected Roanoke for participation and is ready to provide a $20,000
"Planning Grant" which will be used during the first twelve months of the
program to plan and prepare to establish a "Financial Empowerment Center"
( "FEC ") in which the City, and its local partners, will offer free financial
counseling for low and moderate income individuals. If successful, the next
phase or, "Implementation Phase," would involve additional grant moneys that
would be used to make the plan a reality.
If approved, an anticipated local partner would be Freedom First Federal Credit
Union which is prepared to participate and provide the initial financial
counselors for the FEC.
Considerations:
City Council action is needed to accept the 2018 Financial Empowerment Center
Planning Grant award and authorize the City Manager to execute the MOU
between the CFE Fund and the City. A copy of the MOU and Application is
attached to this letter. There is no local funding match required for this grant.
Recommended Action:
Accept the Grant as described above and authorize the City Manager to execute
any required grant agreements, including the MOU, to be approved as to form
by the City Attorney.
0 Cities for
FINANCIAL
EMPOWERMENT
Fund
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the "MOU "), dated as of January 7, 2019 (the "Effective
Date "), is by and between Cities for Financial Empowerment Fund, Inc. (the "CFE Fund "), a
Delaware nonprofit corporation qualified as exempt from federal income tax under section
501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code ") with its principal
office located at 44 Wall Street, Suite 605, New York, NY 10005 and the City of Roanoke, VA
(the "Grantee ").
WHEREAS, the CFE Fund works to support municipal engagement to improve the financial
stability of low and moderate income households by embedding financial empowerment
strategies into local government infrastructure (the "Pu oses ").
WHEREAS, the CFE Fund has determined that the support of the Grantee in the work
contemplated by this MOU furthers the exempt purposes of the CFE Fund.
WHEREAS, the Grantee has agreed to use the funds provided by this MOU (the "Grant ") to
support the Purposes by managing the implementation and operation of the activities set forth in
Exhibit A (the "Request for Proposal & Grantee Proposal "), Exhibit B (the "Scope of Work ")
and Exhibit C (the "Model ") (Exhibits A, B and C collectively, the "Program ").
WHEREAS, the CFE Fund and the Grantee desire to enter into this MOU to provide for the
terms and conditions of the Grant and the Program.
1. Grant.
The CFE Fund pledges and agrees to provide the Grantee a Grant in the form of cash in
an amount not to exceed $20,000 (TWENTY THOUSAND DOLLARS). Grant funds
will be paid electronically in U.S. Dollars as provided for in the Grant Payout Schedule in
Section 5(c).
2. Use of Grant.
The Grant is to be used only for the purposes outlined in the Request for Proposal and in
accordance with the specific allocations identified in the Grant budget included in Exhibit
D (the "Grantee Budget "). The work detailed in the Request for Proposal should be
executed in accordance with Scope of Work. The Grantee must obtain the prior written
consent of the CFE Fund before using the Grant for goods or services outside the Scope
of Work; the failure to comply with this provision may invalidate any obligation of the
CFE Fund to pay any invoices for such goods or services and constitute breach of this
contract.
3. Term.
(a) The period of this Grant shall not exceed twelve (12) months. The Grant term will
begin as of the Effective Date and end no later than December 31, 2019. Any
funds not used by the end of the Grant term toward the purposes of this Grant will
be returned to the CFE Fund within thirty (30) days after the end of the Grant
term unless otherwise agreed upon by both parties in writing in advance.
(b) This MOU may be terminated at any time prior to its scheduled termination as set
forth above:
(i) By either the CFE Fund or the Grantee without cause by giving the other
party sixty (60) days' prior written notice;
(ii) Immediately by a non - breaching party following a material breach of this
MOU by the other party and the expiration of a ten (10) day "cure" period
after the non - breaching party shall have given notice to the breaching
party of such breach; or;
(iii) Immediately by the CFE Fund when its objectives can no longer be
advanced through the relationship set forth in this MOU, without
limitation, by the Grantee's administration of any Vendor Contract (as
defined below).
4. Vendor(s).
(a) The CFE Fund hereby appoints the Grantee as its sole and exclusive agent with
respect to any community -based 501(c)(3) organizations, governmental
organizations, consultants, or other private entities (each a "Vendor ") engaged by
the Grantee to support the implementation of the Program. Each Vendor may rely
upon the direction and instruction of the Grantee.
(b) The Grantee shall administer all aspects of each contract entered into with any
Vendor for purposes of this MOU (the "Vendor Contracts "), including, without
limitation, payment of Vendor(s)' invoices, managing and overseeing the
performance of each Vendor under the Vendor Contracts and monitoring such
Vendor's adherence to its duties, obligations and responsibilities thereunder,
including appropriate insurance.
(c) Notwithstanding the above, Grantee shall notify CFE Fund in timely, written
manner of any Vendors engaged for the purposes of this MOU.
2
5. Conditions of Disbursement of Grant.
(a) Grantee shall be eligible to receive funds upon the fulfillment of the following
condition:
(i) Receipt by the CFE Fund of a signed copy of this MOU, which includes
Scope of Work and Grantee Budget.
(b) Disbursements of the Grant shall be subject to the fulfillment of the following
conditions:
(i) Timely receipt of all Grantee reports as detailed in the Scope of Work.
(ii) Satisfactory performance of this MOU in accordance with the Scope of
Work.
(iii) The Grantee covenants and agrees that it shall take no action, omit to take
any action, or engage in any activity that could impair or endanger, either
directly or indirectly, the CFE Fund's exempt status under the Internal
Revenue Code, or which could hinder the CFE Fund's ability to fulfill its
charitable mission.
(c) Grantee Payout Schedule:
(i) Terms of payments:
a. 100% of funds will be available for payment upon execution of
MOU.
(ii) All funds will be electronically transferred.
6. Payment of Grant.
Subject to the fulfillment of the conditions set forth in Section 3:
(a) The CFE Fund may increase the Scope of Work and corresponding outcome
requirements and make concomitant payment adjustments as funds become
available to expand services. Any increase in the Scope of Work and subsequent
outcome goals would be made in consultation with the Grantee and the Vendor(s).
(b) Services provided by the Vendor to clients beyond the Grant term shall not be
Initial here within the Scope of Work under this MOU and shall not be included in the Grant.
(c) Grantee acknowledges that the CFE Fund will be making one or more electronic
grant payments, and that Amelia Merchant, Director Department of Finance
(amelia.merchant @roanokeva.gov) is authorized to enter the Fiscal Conduit's
appropriate routing and account number into CFE Fund's payment system
(bill.com).
3
7. Covenants.
During the term of this Grant, the Grantee is expected to adhere to the terms and
conditions below and outlined in the Scope of Work or as set forth in Exhibit A (the
"Request for Proposal & Grantee Proposal"). Failure to adhere to these conditions will
constitute an act of default and result in the Grantee's obligation to return of part or all of
the Grant funds to the CFE Fund and the termination of any obligation of the CFE Fund
to pay subsequent invoices submitted after such default. In such a case, the CFE Fund
will determine in its sole and absolute discretion the percentage of the Grant to be
returned. Cessation or reclamation of Grant funding by the CFE Fund may also result in
the Grantee's elimination from consideration for investment from the CFE Fund in any
other form. In the event that the CFE Fund terminates the Grant as provided herein, the
Grantee shall return Grant funds to the CFE Fund within the time period specified by the
CFE Fund upon termination.
During the Grant term and beyond as applicable, the Grantee under this MOU agrees to:
(a) Coordinate the overall implementation of the program with respect to the Scope
of Work and the Grantee Proposal.
The Grantee will oversee and direct the work of all partner organizations with
respect to the Scope of Work and the Grantee Proposal, including its Fiscal
Conduits, nonprofit, referral, integration and training partners and Vendor(s). In
particular, the Grantee will monitor and manage any Vendor(s) to ensure proper
implementation in conformance with the Scope of Work and will serve as the
main point of contact with the Vendor. The Grantee and its Vendor(s), if any, will
draft and sign an agreement that will memorialize this understanding and submit a
timely, written copy of such sub - agreement to CFE Fund.
(b) Adhere to the uses of the Grant detailed in the Request for Proposal.
(i) This Grant is made only for the purposes of implementing the Scope of
Work pursuant to the Request for Proposal and this MOU. Any Grant
funds not expended or committed for these purposes within the Grant term
will be returned to the CFE Fund. Any prospective changes in the use of
this Grant totaling over ten percent (10 %) of any individual budget line
must be submitted in writing to and approved in advance by the CFE
Fund.
(ii) The Grantee will provide immediate written notification to the CFE Fund
if significant changes or events occur during the term of the Grant which
could potentially impact the progress or outcome of the Grant, including,
without limitation, changes in the Grantee's or any Vendor(s)'
management personnel, loss of funding or other extenuating circumstances
which could affect the Grantee Budget or any Vendor(s)' budget. The CFE
Fund, in its sole and absolute discretion, will determine if requests for
budget modifications are warranted.
11
(c) To the extent that any Vendor is a tax - exempt entity, to confirm the tax - exempt
status of such Vendor at the time of each payment, and ensure that that each such
Vendor is maintaining all authorizations, filings, exemptions, insurance, etc.
required of a Vendor to perform its duties within and outside this MOU.
(i) The Grantee also agrees to provide immediately any correspondence from
the Internal Revenue Service or other related agencies regarding the
above.
(d) Cooperate in the monitoring, evaluation, and reporting of work, as detailed in the
Scope of Work and as set forth in Exhibit E ("Reporting").
(e) Adhere to the CFE Fund financial compliance stipulations.
(i) The Grantee will maintain financial records to clearly account for the
Grant funds from the CFE Fund and proper expenditures in furtherance of
the Grant. The Grantee shall retain and maintain adequate records to
substantiate such expenditures according to generally accepted accounting
practices. The Grantee shall retain original substantiating documents
related to the specific Grant expenditures and make these records available
to the CFE Fund and Bloomberg Family Foundation ( "Foundation ") upon
request.
(ii) The CFE Fund reserves the right to audit the Grantee's financial and other
records to ensure the proper utilization of its Grant funds. During and at
least three years following the end of the Grant term, the Grantee must
maintain records showing, separately from other accounts kept in its books
and records, the receipt and expenditure of the CFE Fund Grant funds.
(f) Adhere to the CFE Fund's marketing and communications guidelines.
(i) The Grantee agrees to adhere to the marketing and communication
guidelines of the CFE Fund (as it may be amended, modified,
supplemented or otherwise revised), and any Grant - relevant CFE Fund
partners, including the Foundation, as provided by the CFE Fund and as
applicable.
(ii) The Grantee agrees to provide details about all Grant - related marketing
and communication materials and events to the CFE Fund reasonably in
advance to jointly determine appropriate branding opportunities for the
CFE Fund and any relevant CFE Fund partners, including the Foundation.
Materials include but are not limited to websites, newsletters, media
releases, public announcements, event invitations and programs. The CFE
Fund will provide specific communication protocols including language
for recognizing the CFE Fund in text and logo format, as well as the
Foundation. Grantee also shall provide to the CFE Fund final copies of all
printed materials as part of the progress reports for the Program.
(iii) The Grantee will request pen- nission from the CFE Fund before using or
modifying the FEC Public and FEC logos and related branded materials.
(iv) Any Grant - related media interviews or public announcements intended for
media or public purposes must be coordinated with and approved by the
CFE Fund, in advance.
(v) The Grantee shall not make any statement or otherwise imply to donors,
investors, media, or the general public that the Foundation directly funds
the activities detailed in the Scope of Work.
(vi) The Grantee and its Vendor(s) may not publicly announce the receipt of
this Grant or its details until the CFE Fund and its institutional investors
have made their official announcement or have otherwise given
permission in writing.
(vii) Execution of this MOU provides the CFE Fund and its institutional
investors the right to disseminate any products, outcomes, or other
information related to the Grantee's efforts in any media of its choosing.
Whenever feasible, the CFE Fund will share these materials with the
Grantee prior to publication and give appropriate credit to the Grantee as
the provider of this information. The Grantee and its Vendor(s), if any,
will be expected to cooperate in any public education or outreach effort
undertaken in connection with this Grant, which may include other CFE
Fund programs.
(g) Adhere to the following prohibitions on the use of the Grant. Under no
circumstances may the Grantee or any other organization receiving the CFE
Fund's Grant funds use these funds directly or indirectly for the following
purposes or activities:
(i) Make a Grant to an individual for travel, study or other similar purpose, as
described in section 4945(d)(3) of the Code.
(ii) Promote or engage in violence, terrorism, bigotry, or the destruction of
any state, nor will it make sub - Grants to any entity that engages in these
activities.
(iii) Influence legislation, especially for the benefit of the CFE Fund or any of
its affiliates or funders, including by publishing or distributing any
statements, or any campaign in support of or opposition to any pending
legislation.
(iv) Any other purposes outside what is stated in the Request for Proposal
without express written permission from the CFE Fund.
2
8. Confidentiality.
All reports, information or data furnished to or to be prepared or assembled under this
MOU are to be held confidential, unless otherwise herein provided or subject to
disclosure by law.
9. Non - Assignability.
The Grantee shall not assign, transfer, subcontract, convey or otherwise dispose of this
MOU or of its rights, obligations, responsibilities or duties hereunder or under any
Vendor Contract, either in whole or in part, without the prior written consent of the CFE
Fund.
10. Compliance with Anti - Discrimination Rules.
In its use of Grant funds provided by the CFE Fund, and in the course of all development,
marketing and operation activities, the Grantee shall fully comply with all applicable
federal, state, local (and any other governmental), anti - discrimination laws, executive
orders, rules and regulations.
11. Entire MOU.
This MOU contains the entire understanding between the parties hereto with respect to
the subject matter of this MOU and replaces and supersedes all prior agreements and
understandings of the parties. This MOU may be amended or modified only by a writing
executed by the parties hereto.
12. Binding MOU.
Notwithstanding any other provision of this MOU, the parties agree that this MOU
constitutes a legal, valid and binding agreement of each party, and is enforceable against
each party in accordance with its terms.
13. Amendment.
The CFE Fund shall consider, but is not obligated to agree to, requests by the Grantee to
amend the terms of this MOU. Amendments to this MOU shall be made only after (i) the
CFE Fund has received written request from the Grantee stating the nature of the
amendment request, and (ii) the CFE Fund has executed a written agreement describing
the terms of the amendment.
14. Counterparts.
The MOU may be executed in any number of counterparts, including by facsimile or
other electronic means of communication, each of which shall be deemed an original of
this MOU and all of which together shall constitute one and the same instrument.
7
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be duly executed
by their respective officers as of the day and year first above written.
CITIES FOR FINANCIAL EMPOWERMENT
FUND, INC.
LIM
Name: Jonathan Mintz
Title: President and Chief Executive Officer
Date:
CITY OF ROANOKE
Name: Robert S. Cowell, Jr
Title: City Manager
Date:
Request for Proposal & Grantee Proposal
(Attached)
Exhibit A
Exhibit A
Exhibit B
The Scope of Work
Where there may be discrepancies, this Scope of Work supersedes both the Request for Proposal
and the Grantee Proposal.
As part of the Financial Empowerment Center Planning Grant, the CFE Fund will be providing
the City of Roanoke with a range of technical assistance services, including staff time, along
with a $20,000 planning grant to help it achieve the following deliverables:
• Draft an implementation plan to launch the Financial Empowerment Center initiative,
based on Exhibit C (the "Model "). This plan will serve as the main component of the
Implementation Proposal for the CFE Fund's Implementation Grant. The plan will
outline:
• the nonprofit partner(s) who will deliver the financial counseling;
• training partnerships and a training plan for the financial counselors;
• a plan to identify a dedicated FEC program manager (employed by the local
government) or name of person hired;
• any commitments for the matching funds needed during the implementation
phase;
• the partnerships secured to integrate the financial counseling within a range of
services and locations; and
• the implementation budget.
• If eligible, apply for the CFE Fund's Implementation Grant. In order to be eligible for
matching funds, Grantees will be expected to submit their Implementation Proposal
within nine months of the start of the Grant term. The CFE Fund will review all proposals
beyond the nine months but decisions will be based on funding available at the time of
submission.
In order to accomplish these deliverables, the Grantee will:
1. Designate the necessary staff members to manage and support all planning efforts.
a. Assign a senior staff member, such as the director or assistant director of the lead
office, who will serve as the main liaison between the CFE Fund and the Grantee.
b. Ensure that designated staff members are actively and successfully working
independently and collaboratively with the CFE Fund in furtherance of the
planning efforts, including regular calls and emails with the CFE Fund to monitor
progress, engage stakeholders, troubleshoot and make course corrections, as
needed.
c. Allow two staff members to attend a two -day orientation convening on October
18 and 19, 2018 in New York City.
d. Ensure that all relevant staff members attend an in -depth planning session during
the first CFE Fund site visit (early 2019); and assist in planning meetings with
relevant stakeholders during the site visit to further planning efforts.
e. Determine which office, agency or department the FEC work will fall within in
the local government.
Exhibit B
f. Work with the assigned Expert Partner who will be available for phone calls and
an in- person meeting to supplement the CFE Fund's technical assistance.
2. Coordinate key service delivery stakeholders to inform and finalize planning
activities and implementation strategies.
a. Assist in the completion of a detailed review, working collaboratively with the
CFE Fund, outlining the stakeholders, integration opportunities, resources and
issues relevant to launching a Financial Empowerment Center.
Develop a list of relevant stakeholders (including but not limited to local
government agencies, nonprofits, financial institutions, funders, etc.) who
will participate in the assessment.
Work with the CFE Fund to review findings from the assessment, provide
feedback and develop priorities.
Conduct outreach to engage community stakeholders in developing planning
and implementation strategies.
b. Identify and receive approval from the CFE Fund of acceptable counselor training
options, based on training standards provided by the CFE Fund.
c. Identify, and if possible procure, the services of, nonprofit organization partners
to deliver the financial counseling.
d. Identify and secure commitments from potential partners for counseling referrals,
for co- location opportunities and for programmatic integration.
3. Secure match funding to access the CFE Fund's Implementation Grant to launch
the FEC initiative.
a. Raise or otherwise provide match funds totaling one -half of the first year
implementation budget (estimate fundraising goal of $150,000) to be eligible for
up to $150,000 in CFE Fund match dollars.
i. Work independently or collaboratively with the CFE Fund to identify
funding opportunities.
ii. Coordinate outreach activities with local and /or national funders to
provide an overview of the FEC work.
iii. Make due effort to identify and secure Year 2 implementation funding
commitments.
Note: The CFE Fund support to those selected as implementation partners will include a
1:1 match of up to $150,000 in the first year, and a 1:2 match of up to $100,000 in the
second year. Planning Grantees will be eligible to apply for the Implementation Grant
funding if they have committed funding for Year 1 (totaling approximately $150,000)
and have displayed a high likelihood of securing Year 2 funding (totaling approximately
$200,000) through either verbal or written commitments from funding stakeholders.
4. Support a vibrant Financial Empowerment Center Learning Community.
a. Share accomplishments, best practices and lessons learned with the broader field
through participation in a variety of national Learning Community activities lead
by the CFE Fund. Such activities include:
i. Attendance at national gatherings hosted by the CFE Fund.
Exhibit B
ii. Participation in ad -hoc webinars or conference calls with other grantees
and partners.
iii. Involvement in written communications about the work, which could
include features on the CFE Fund website, newsletter, or written briefs.
5. Review the Implementation Grant Request for Proposal and draft of the
Implementation Grant Agreement.
By early 2019 the CFE Fund will send the Grantee for review a copy of the
Implementation Grant Request for Proposal and a draft template of the Implementation
Grant Agreement.
a. Review the Implementation Grant Request for Proposal to help prepare for
application within nine months of the start of the Grant term.
b. Review the draft of the Implementation Grant Agreement to get a head start on
compliance should Grantee ultimately be awarded the Implementation Grant from
the CFE Fund.
i. The draft does not constitute a final version of a contract that would be
given to Grantee in the event that they are awarded the Implementation
Grant.
ii. Neither Grantee nor the CFE Fund is bound by any terms set forth in the
draft, as it is only offered for preparation purposes and does not signify
that Grantee has been awarded an Implementation Grant.
iii. Note that the Implementation Grant Agreement contains sections covering
Insurance, Indemnification, Governing Law, Submission to Jurisdiction,
Service of Process, and Waiver of Jury Trial that are not in the Planning
Grant MOU. Further note that the Governing Law, Submission to
Jurisdiction, Service of Process, and Waiver of Jury Trial provisions are
non - negotiable. The Insurance and Indemnification sections are unlikely
to be negotiable, with the exception of municipalities that self - insure but
are able to certify that they can use their self - insurance to meet the
insurance requirements spelled out in the contract, and municipalities with
state statutes prohibiting certain types of indemnification, in which case
the CFE Fund would not be able to indemnify Grantee.
As part of the Planning Grant, the CFE Fund staff will provide technical assistance to the
Grantee on a regular basis. The CFE Fund will:
• Facilitate a series of initial training sessions, including one in- person launch session —
October 18 and 19, 2018 in New York City — to set the context for the work, provide in-
depth overviews of the Model, and share best practices;
• Lead regular calls and be available via email to support strategic planning and program
development;
• Make at least one site visit to meet partners, facilitate stakeholder discussions, and
provide targeted assistance;
• Host learning community activities, including an annual all- partner, in- person event;
• Provide assistance with fundraising activities, including participating in fundraising
meetings by phone (or in person during site visits), and review fundraising strategies; and
Exhibit B
• Provide access to a range of technical assistance resources, including fundraising
templates, training curricula, operations manuals, and other resources.
Exhibit B
Exhibit C
Financial Empowerment Center Model
(the "Model ")
In 2008, New York City under Mayor Michael R. Bloomberg first piloted a Financial
Empowerment Center ( "FEC ") to offer professional, one -on -one financial counseling targeted to
New Yorkers with low incomes as a free public service, helping residents navigate the
increasingly complex financial marketplace and increase their financial stability. Since then, and
through replication supported by Bloomberg Philanthropies and the Cities for Financial
Empowerment Fund ( "CFE Fund ") in five other cities, Financial Empowerment Centers have
grown into a large -scale network of targeted financial counseling and coaching services.
Embedded into local government social service delivery systems, the Model in the six cities has
provided financial counseling to more than 70,000 clients.
Local governments are uniquely poised to integrate financial empowerment interventions, such
as financial counseling and coaching, into core social service delivery systems: they are
responsible for local implementation of services, and can connect to residents through schools,
benefits disbursal, affordable housing, and other key touchpoints. In addition, because
underlying financial instability is often the primary backdrop, if not the actual presenting cause,
for residents seeking and receiving social services, the FEC experience both helps generate better
financial outcomes and also leads to enhanced success within primary social services (the
"Supervitamin Effect ").
As quantified in a recent evaluation of the Model, despite significant financial obstacles, people
who received FEC counseling succeeded in reducing debt, improving credit, opening bank
accounts, and even saving for emergencies and for their futures. FEC counselors helped clients
reduce debt by more than $83 million and increase their savings by $9 million, significant
success that occurred in the context of deep financial challenges. In fact, FEC clients' average
annual incomes were just over $21,000; close to 30% had no health insurance; and over 60% had
no savings.
Key elements of the Model and operations include:
Model:
• One -on -one financial counseling from trained professionals
• Offered by local government, often as delivered through nonprofit organization partners,
as a free public service
• Data systematically tracked, including defined client outcomes
• Counseling connected to a range of local government and nonprofit service delivery
systems
• Prioritizes sustainability efforts to become a sustained, publicly - funded service
Operations:
• Program implementation and management is led and overseen by the local government
• Service provision is conducted by one or more qualified nonprofit partners or local
government agencies
Exhibit C
• Counselors conduct financial triage with clients to determine the nature of their financial
situation, set goals, and establish a specific plan of action with each client focused in
four primary areas: banking, savings, debt, and credit
• Client retention, critical to outcome achievement, is prioritized
• All counselors must take and pass a CFE Fund - approved training (based on CFE Fund
standards)
The Financial Counseling Session
As defined for the Model, one -on -one financial counseling and coaching represents a mix of goal
setting and light case management in a direct service provision role, as well as deep technical
knowledge of financial issues and the ability to advise people on their financial and personal
goals in the areas of banking, savings, debt, and credit. One -on -one counseling, either in person or
remotely, is conducted or tracked with the goal of clients achieving meaningful, defined financial
outcomes.
The initial counseling session consists of a comprehensive financial health assessment, where
counselors conduct triage to determine the full nature of the client's financial situation, support
the client in setting goals, and establish a specific client -led action plan to manage their finances,
pay down debt, increase savings, establish and build credit, and access safe and affordable
mainstream banking products. Retention, or returning for more than one session, is critical; clients
are more likely to achieve outcomes if they participate in multiple counseling sessions.
Throughout the process, counselors advise clients, and track progress towards outcomes aimed at
enhancing financial stability.
Partnership Structure
The Model is a partnership between local government and community based organizations,
with critical and distinct roles for each partner.
Local Government (city or county) plays a central role of directing and coordinating the
initiative on the ground. The local government partner ensures quality and consistency of
service delivery by establishing protocols for monitoring and evaluation, using public
channels for marketing and promotion of services, and supporting integration of service
delivery within other public programs and local government access points.
Financial Counseling Providers recruit, hire and supervise the FEC counselors. Typically
nonprofits, they are responsible for all data collection and regular reporting to the local
government and the CFE Fund. They support public marketing efforts by participating in
outreach events and presentations. In addition, nonprofit providers establish and maintain
relationships with other community partners hosting counselors, referral partners, and other
outreach and community efforts. This provider role can also be fulfilled by a local government
agency.
Local and National Counselor Training Partners deliver financial counseling training
instruction based on the training standards provided by the CFE Fund, focusing on financial
content, counseling and coaching skills, and cultural awareness. Partners can deliver this
Exhibit C
training in a variety of formats, including at a local college, through self -paced webinars,
and /or with program managers or national training providers teaching the curriculum. Prior to
working with their own clients, counselors must pass an exam that evaluates their command
of training material and succeed at a period of mentored, experiential training (such as role -
playing, shadowing, and observation). In addition, local government and nonprofit managers
coordinate continuing education opportunities as the program evolves in order to further
counselors' professional development and understanding of new issues facing those with low
incomes.
Programmatic Partners are crucial to integrating the FEC services into the service streams of
local government and nonprofit agencies, especially those serving people with low and
moderate incomes. At their best, these partnerships deeply embed financial counseling and
coaching into local government and nonprofit programs and advance those programs' goals.
Potential complementary program linkages could include homeownership assistance,
homeless prevention, foreclosure prevention, workforce development, asset building, financial
access, domestic violence prevention, or other social services.
Philanthropic Partners play a key role in both the launch of the FEC and subsequent
enhancement opportunities. At the start of the implementation phase, localities secure funding
from local and /or national funders to partially match the CFE Fund's investment to launch the
FEC. Funder engagement in the FEC stems from a range of interests, including geographic
footprints, programmatic priorities, innovation opportunities, and issue -based giving. Once the
FEC has launched, funders offer opportunities to enhance the Model with targeted pilots,
while also providing support to complement the public funding.
Data Collection and Reporting
Data collection and reporting are essential to the success of the Model, used to improve
service delivery, track required outcomes, and further budgetary and political sustainability
efforts. FEC initiative partners will be required to use the FECBOT, the FEC's dedicated
database, during the Implementation grant period. Partners participate in all national data
collection, tracking, and evaluation activities throughout the grant period. Partners have access
to all local data collected and are able to create customized reports.
Learning Community
The CFE Fund operates a national learning community of local government partners engaged in
FEC development and implementation, as well as an Affiliate Network who also provide
government- connected free financial counseling. Partners will have access to, and be expected to
participate in, various learning community opportunities, both remotely and in person.
Exhibit C
Exhibit D
Grantee Budget
The CFE Fund will provide $ 20,000 planning grant to support the City of Roanoke.
The City of Roanoke will use the funding from this grant to commit staff ($10,000), manage
administrative needs ($2,500) and fund local events, marketing and promotion and if necessary
travel for site visits to other CFE programs ($7,500), in line with the Request for Proposal and
Scope of Work.
Exhibit D
Exhibit E
Reporting
The Grantee is responsible for reports using the CFE Fund's online grant portal.
• Interim Report: A six -month narrative report, includes overview of activities to date
related to the Scope of Work and next steps (estimated due date: June 30, 2019).
• Implementation Proposal: For those submitting the Implementation Proposal within the
nine -month period, it will serve as the final report. Grantees will need to also submit a
financial overview of how the planning grant funds were spent.
• Final Report: If the proposal is not submitted in that time frame, Grantees will be
required to submit a final report to outline all planning activities, as well as a financial
overview of how grant funds were spent (due on November 15, 2019).
Exhibit E
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41345 - 010719.
AN ORDINANCE authorizing the City Manager to execute a proposed Agreement for
Purchase and Sale of Real Estate ( "Agreement ") between the City of Roanoke, Virginia,
( "City "), and Brandon, Woody and Booker, LLC, ( "LLC Seller ") and The Brandon Company,
Incorporated, ( "Company Seller "), which proposed Agreement provides LLC Seller and
Company Seller agree that the City would acquire the Parcels, as described below, upon certain
terms and conditions; authorizing the City Manager to execute all documents necessary to
perform, effectuate, administer, and enforce the proposed Agreement; and dispensing with the
second reading of this Ordinance by title.
WHEREAS, LLC Seller is the owner of certain real property, together with
improvements thereon, located at (i) 0 Salem Avenue, S.W., Roanoke, Virginia, bearing Official
Tax Map No. 1010113; and (ii) 325 Salem Avenue, S.W., Roanoke, Virginia, bearing Official
Tax Map No. 1010115; and Company Seller is the owner of certain real property, together with
improvements thereon, located at (i) 0 Salem Avenue, S.W., Roanoke Virginia, bearing Official
Tax Map No. 1010121; and (ii) 0 Salem Avenue, S.W., Roanoke, Virginia, bearing Official Tax
Map No. 1010122 ( "Parcels "); and
WHEREAS, as set forth in the proposed Agreement, the City proposes to acquire the
Parcels and transfer and exchange all right, title, and interest in the Parcels to the Greater
Roanoke Transit Company ( "GRTC ") pursuant to an Exchange Agreement with GRTC.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
1. The City Manager is hereby authorized on behalf of the City to execute the
Agreement, substantially similar to the Agreement attached to the City Council Agenda Report
1
dated January 7, 2019, whereby the City proposes to purchase (i) 0 Salem Avenue, S.W.,
Roanoke, Virginia, bearing Official Tax Map No. 1010113; and 325 Salem Avenue, S.W.,
Roanoke, Virginia, bearing Official Tax Map No. 1010115 from LLC Seller; and (ii) 0 Salem
Avenue, S.W., Roanoke Virginia, bearing Official Tax Map No. 1010121; and 0 Salem Avenue,
S.W., Roanoke, Virginia, bearing Official Tax Map No. 1010122, from Company Seller, upon
such terms and conditions as more particularly set forth in the above referenced Agenda Report.
2. The City Manager is further authorized on behalf of the City to negotiate, execute,
deliver and implement such further documents and agreements and take such further actions
related to this matter and as may be necessary to implement, administer, and enforce the
conditions and obligations of the Agreement, and to negotiate, execute, deliver and implement
any other agreements or documents related to this matter.
3. The form of the documents referred to above and in the City Council Agenda
Report are to be approved by the City Attorney.
4. 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.
2
vb��'
,gam IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41346- 010719.
AN ORDINANCE to appropriate funding to the GRTC Salem Ave Bus Station
project, amending and reordaining certain sections of the 2018 -2019 Capital Projects
Fund Appropriations, and dispensing with the second reading by title of this ordinance.
BE IT ORDAINED by the Council of the City of Roanoke that the following
sections of the 2018 -2019 Capital Projects Fund Appropriations be, and the same are
hereby, amended and reordained to read and provide as follows:
Appropriations
Appropriated from General Revenue 08- 530 - 9257 -9003 $ 50,000
Appropriated from General Revenue 08- 530 - 9653 -9003 (20,000)
Contingency 08- 530 - 9575 -9220 (30,000)
Pursuant to the provisions of Section 12 of the City Charter, the second reading
of this ordinance by title is hereby dispensed with.
ATTEST: -
er
City Clerk. �-
r
COUNCIL CITY AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: January 7, 2019
Subject: Authorization to Enter Into a Contract with Brandon, Woody and
Booker, LLC, and The Brandon Company, Incorporated for the
Purchase of Real Estate on Salem Avenue
Background:
Greater Roanoke Transit Company ( "GRTC ") provides a bus transit system to the
public throughout the area of the City of Roanoke, the City of Salem, and the
Town of Vinton. As a part of its transit operations, GRTC owns the bus
transportation center located at Campbell Court within the City ( "Campbell
Court ").
Campbell Court is nearing the end of its useful life and GRTC desires to
construct and operate a new transportation center within the City and the City
is interested in acquiring Campbell Court from GRTC for future economic
development opportunities.
Brandon, Woody and Booker, LLC is the owner of two parcels of real property,
together with improvements thereon, located at (i) 0 Salem Avenue, S.W.,
Roanoke, Virginia, bearing Official Tax Map No. 1010113; and (ii) 325 Salem
Avenue, S.W., Roanoke, Virginia, bearing Official Tax Map No. 1010115 ( "LLC
Parcels "). The Brandon Company, Incorporated is the owner of two parcels of
real property, together with improvements thereon, located at (i) 0 Salem
Avenue, S.W., Roanoke Virginia, bearing Official Tax Map No. 1010121; and (ii)
0 Salem Avenue, S.W., Roanoke, Virginia, bearing Official Tax Map No.
1010122, ( "Company Parcels "). The LLC Parcels and the Company Parcels are
collectively referred to as the "Parcels."
Considerations:
The City proposes to acquire the Parcels, on terms and conditions set forth in
the attached Agreement for the Purchase and Sale of Real Estate ( "Agreement "),
and, subject to the terms and conditions of the City and GRTC Exchange
Agreement (as more particularly described in the Agreement), transfer and
exchange all rights, title, and interest in the Parcels to GRTC in exchange for all
right, title, and interest of GRTC in Campbell Court, in accordance with the
terms of the City and GRTC Exchange Agreement. The City and GRTC will
consider action on the City and GRTC Exchange Agreement on January 22,
2019, or at some subsequent date.
Performance of the Agreement by the City is expressly subject to (a)
satisfactory completion of all inspections and due diligence of the Parcels by
the City; and (b) the express written approval of the United States Department
of Transportation, Federal Transit Administration ( "FTA "), of the transaction
contemplated by (i) the Agreement, and (ii) the City and GRTC Exchange
Agreement.
Recommended Action:
Authorize the City Manager to execute an Agreement between the City and
Brandon, Woody And Booker, LLC, and The Brandon Company, Incorporated
substantially similar to the form of Agreement attached to this report, and to
execute such other documents and to take such further actions as may be
necessary to administer, and enforce the Agreement. Such Contract and any
other documents to be approved as to form by the City Attorney.
Adopt the attached Budget Ordinance to transfer funding in the amount of
$20,000 from the Passenger Rail Infrastructure account and $30,000 from the
Capital Improvement Reserve Contingency account to a designated project
account established by the Director of Finance for the required deposit
associated with the purchase of the real estate from Brandon, Woody and
Booker, LLC, and The Brandon Company, Incorporated. Funding for the balance
of the $2,135,000 required for the purchase of the real estate will be identified
during the FY 2019 -2020 budget development process and Capital
Im m o ram Update.
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
R. Brian Townsend, Assistant City Manager for Community
Development
Amelia C. Merchant, Director of Finance
Robert Ledger, Acting Director, Economic Development
Kevin Price, General Manager, GRTC
2
DRAFT January 7, 2019
AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
( "Agreement ") is made this day of January, 2019, by and between the CITY OF
ROANOKE, VIRGINIA, a Virginia municipal corporation ( "City" or "Purchaser "), and
BRANDON, WOODY AND BOOKER, LLC, a Virginia limited liability company ( "LLC
Seller ") and THE BRANDON COMPANY, INCORPORATED, a Virginia corporation
( "Company Seller ") (LLC Seller and Company Seller are collectively referred to as "Sellers ").
RECITALS
A. Greater Roanoke Transit Company, a Virginia corporation ( "GRTC ") provides a
bus transit system to the public throughout the area of the City of Roanoke, the City of Salem,
and the Town of Vinton. As a part of its transit operations, GRTC owns the bus transportation
center located at Campbell Court within the City, which transportation center is more particularly
described in Exhibit A attached hereto and made a part hereof ( "Campbell Court").
B. GRTC desires to construct and operate a new transportation center within the
City and the City is interested in acquiring Campbell Court from GRTC for future development.
C. LLC Seller is the owner of two (2) parcels of real property, together with
improvements thereon situated in Roanoke, Virginia and more particularly described in Exhibit
Battached hereto and made a part hereof ( "LLC Parcels ").
D. Company Seller is the owner of two (2) parcel of real property, together with
improvements thereon, situated in Roanoke, Virginia, and more particularly described in Exhibit
C attached hereto and made a part hereof ( "Company Parcels ").
E. The City proposes to acquire the Parcels from Sellers, on terms and conditions set
forth in this Agreement, and transfer and exchange all right, title, and interest in the Parcels to
GRTC in exchange for all right, title, and interest of GRTC in Campbell Court, in accordance
with the terms of the City and GRTC Exchange Agreement.
F. Sellers desire to sell all of their respective rights, title, and interests in the Parcels
to the City in accordance with the terms of this Agreement.
G. The Parties acknowledge and agree that performance of this Agreement is
expressly subject to the express written approval of the United States Department of
Transportation, Federal Transit Administration ( "FTA "), of the transaction contemplated by (i)
this Agreement, and (ii) the City and GRTC Exchange Agreement.
H. Subject to the terms and conditions of this Agreement, the City is willing to
purchase and acquire the Parcels from Sellers and Sellers are willing to sell, transfer, and convey
all of their respective rights, title, and interests in the Parcels to the City.
THEREFORE, based upon the mutual covenants, agreements, and understandings set
forth in this Agreement, including the Recitals set forth above and which Recitals are
DRAFT January 7, 2019
incorporated herein and constitute a material part of this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the City
and Sellers agree as follows:
ARTICLE I
DEFINITIONS
All capitalized terms, not otherwise defined in this Agreement, shall have the following
meanings:
1.1 Agreement shall mean this Agreement for the Purchase and Sale of Real Estate.
1.2 Applicable Law shall mean all federal, state, and local laws, rules, regulations, or
ordinances that affect or otherwise apply to the transactions contemplated by this
Agreement.
1.3 Business Days shall mean a Day or Days other than a Saturday, Sunday, or a
holiday established under the laws of the United States of America or the
Commonwealth of Virginia.
1.4 Campbell Court shall mean those certain parcels of real estate together with
buildings and improvements thereon, owned by GRTC, and more particularly
described in Exhibit A attached hereto and made a part hereof.
1.5 City shall mean the City of Roanoke, Virginia, a Virginia municipal corporation.
1.6 City and GRTC Exchange Agreement shall mean the agreement between the City
and GRTC dated January , 2019, under which agreement the City will sell and
transfer all of the City's rights, title, and interest in the Parcels to GRTC; and
GRTC will sell and transfer all of GRTC's rights, title, and interest in Campbell
Court to the City.
1.17 City's Inspection Period shall mean the period of 120 Days after the Effective
Date.
1.8 City Manager shall mean the person appointed by the Roanoke City Council as
City Manager or the person designated by City Manager to act on behalf of the
City Manager.
1.9 Closing shall mean the date on which the transactions contemplated by this
Agreement for the sale and transfer of the Parcels from the Sellers to the City.
1.10 Company Deed shall mean the general warranty deed, with English Covenants, by
which Company Seller sells, transfers and conveys the Company Parcels to the
City in accordance with this Agreement.
1.11 Company Parcels shall mean those two (2) parcels of real property, together with
improvements thereon, situated in Roanoke, Virginia, and more particularly
described in Exhibit C attached hereto and made a part hereof.
2
DRAFT January 7, 2019
1.12 Company Seller shall mean The Brandon Company, Incorporated, a Virginia
Corporation.
1.13 Company Seller Portion shall mean the portion of the Purchase Price to be paid to
Company Seller at Closing by the City, and which sum is equal to $1,090,000,
subject to adjustments and prorations as provided in this Agreement.
1.14 Days or Days shall mean a calendar day beginning and ending at the prevailing
time in Roanoke, Virginia.
1.15 Deposit shall mean the sum of $50,000 to be paid by the City to Sellers, to be held
by Sellers' counsel in escrow, pending the Closing, and (i) applied to the Purchase
Price at Closing; (ii) retained by Sellers; or (iii) returned to the City as provided in
this Agreement.
1.16 Effective Date shall mean the date set forth at the beginning of this Agreement.
1.17 Government Entity shall mean any federal, state, or local governmental body,
agency, board or commission.
1.18 GRTC shall mean Greater Roanoke Transit Company, a Virginia corporation.
1.19 LLC Deed shall mean the general warranty deed, with English Covenants, by
which LLC Seller sells, transfers, and conveys the LLC Parcels to the City in
accordance with this Agreement
1.20 LLC Parcels shall mean those two (2) parcels of real property, together with
improvements thereon, situated in Roanoke, Virginia, and more particularly
described in Exhibit B attached hereto and made a part hereof.
1.21 LLC Seller shall mean Brandon, Woody and Booker, LLC, a Virginia limited
liability company.
1.22 LLC Seller Portion shall mean the portion of the Purchase Price to be paid to LLC
Seller at Closing by the City, and which sum is equal to $1,095,000, subject to
adjustments and prorations as provided in this Agreement.
1.23 Parcels shall mean the LLC Parcels and the Company Parcels, collectively.
1.24 Parties shall mean the City and Sellers.
1.25 Party shall mean the City, LLC Seller, Company Seller, or Sellers.
1.26 Purchase Price shall mean the aggregate sum of $2,185,000, a portion of which is
Company Seller Portion and the other portion of which is LLC Seller Portion,
payable by the City at Closing, subject to adjustments and prorations as provided
in this Agreement.
1.27 Title Company shall mean Fidelity National Title Insurance Company or such
other nationally recognized title insurance company acceptable to this City.
3
DRAFT January 7, 2019
ARTICLE II
PURCHASE AND SALE
2.1 Subject to the terms and conditions of this Agreement, LLC Seller agrees to sell,
transfer, and convey by execution, delivery, and performance of the LLC Deed,
and the City agrees to purchase and acquire by acceptance of the LLC Deed, the
LLC Parcels.
2.2 Subject to the terms and conditions of this Agreement, Company Seller agrees to
sell, transfer, and convey by execution, delivery, and performance of the
Company Deed, and the City agrees to purchase and acquire by acceptance of the
Company Deed, the Company Parcels.
2.3 The Parties acknowledge and agree that the City's rights and obligations under
this Agreement are to purchase and acquire all of the Parcels, and not less than all
of the Parcels.
2.4 Upon the Effective Date, the City shall pay to Sellers the Deposit. Sellers'
counsel shall hold the Deposit in escrow in a non - interest bearing trust account.
The Deposit shall be applied to the Purchase Price, delivered to Sellers in the
event of default by City or returned to City, as provided in this Agreement.
ARTICLE III
RIGHT OF ENTRY AND INSPECTION PERIOD
PRIOR TO CLOSING
3.1 City shall complete City's due diligence review of Parcels during City's
Inspection Period. Should the City determine during City's Inspection Period that
it is not satisfied with the Parcels or any characteristics thereof for any reason
whatsoever, in City's sole and absolute discretion, the City may terminate this
Agreement by notifying Sellers in writing as soon as possible, but no later than
five (5) Days after the end of the City's Inspection Period, of the City's decision
to terminate this Agreement. In such case, this Agreement shall thereupon be
terminated and of no further force and effect, unless Parties, mutually agree to
modify this Agreement to address any such issue(s). In the event of termination
hereunder, Sellers shall return the Deposit to the City and upon receipt of the
Deposit this Agreement shall terminate and no Party shall have any further rights
or obligations hereunder. The City shall provide Sellers with its objections to the
title of Parcels, including without limitation, any easements, encumbrances, or
restrictions of record (including all matters shown on the plat that depicts the
Parcels), within five (5) Days after the end of the City's Inspection Period.
3.2 In connection with the City's due diligence review referenced above, Sellers
hereby jointly and severally grant to the City, its officers, agents, employees,
contractors, subcontractors, licensees, designees, representatives, and consultants,
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a revocable right to enter on Parcels at any time during the City's Inspection
Period, on not less than two (2) working days prior written notice to Sellers, in
order to survey, make test borings, and carry out such other examinations,
exploratory work, or settings as may be necessary to complete a Phase I
Environmental Site Assessment and, if required by Phase I report, a Phase Il
Environmental Site Assessment, geotechnical assessments, or other
nondestructive engineering evaluations of the Parcels, to otherwise perform the
City's due diligence with respect to the Parcels, and to store the City's property
and equipment, on the following terms and conditions:
3.2.1 If the City exceeds its rights granted under Section 3.2, or fails to
require the City's contractors to maintain and provide the
insurance coverages provided herein, Sellers may immediately
revoke this right of entry.
3.2.2 The City, to the extent permitted by Applicable Law, agrees to be
responsible for any and all damages resulting from the activity or
activities of the City, its officers, agents, employees, contractors,
subcontractors, licensees, designees, representatives and
consultants, on Parcels in the exercise of the rights granted under
this Section 3.2. The City shall, at its sole cost, promptly and fully
restore any land disturbed by the exercise of the rights under this
Section 3.2 to a condition equal to that existing immediately prior
to entry on any of the Parcels if the City does not purchase the
Parcels.
3.2.3 The City shall require its contractors to indemnify and defend
Sellers from any loss, damage, or claim arising out of City's access
to any of the Parcels pursuant to this Section 3.2 for the purpose of
making tests, inspections, studies, and other investigations. The
indemnity obligations of the City's contractors hereunder are
conditioned on Sellers promptly notifying the City and its
contractors in writing of any claim; cooperating with the City's
contractors in the defense of the claim; and granting the City's
contractors sole control of defense or settlement of the claim at the
sole cost and expense of the City's contractors. Under no
circumstance shall the City's contractors be obligated to indemnify
or defend Sellers for or from the Sellers' own negligence or willful
misconduct (which includes, without limitation, any breach by
Sellers of this Agreement), or unlawful act or omission, or any
claim resulting from any of the foregoing.
3.2.4 The City shall require each of its contractors who enter the Parcels
under Section 3.2, at the sole expense of such contractor, to obtain
and maintain, or have its contractors or representatives obtain and
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maintain, the insurance set forth below. Any required insurance
shall be effective prior to the beginning of any work or other
performance by the City under Section 3.2. The following policies
and coverages are required:
(i) Commercial General Liabilitv. Commercial General
Liability insurance, written on an occurrence basis, shall
insure against all claims, loss, cost, damage, expense or
liability from loss of life or damage or injury to persons or
property arising out of such contractor's acts or omissions.
The minimum limits of liability for this coverage shall be
$1,000,000 per occurrence and $2,000,000 general
aggregate.
(ii) Contractual Liabilitv. Broad form Contractual Liability
insurance shall include the indemnification obligation set
forth above.
(iii) Workers' Compensation. Workers' Compensation insurance
covering such contractor's statutory obligation under the
laws of the Commonwealth of Virginia and Employer's
Liability insurance shall be maintained for all its employees
engaged in work under this Section 3.2. Minimum limits of
liability for Employer's Liability shall be $100,000 bodily
injury by accident each occurrence; $500,000 bodily injury
by disease (policy limit); and $100,000 bodily injury by
disease (each employee). With respect to the Workers'
Compensation coverage, the City agrees to require its
contractors to use reasonable efforts to obtain a waiver by
the insurance company of rights of subrogation against
Sellers if the policy does not expressly permit a waiver of
subrogation.
(iv) Automobile Liabilitv. The minimum limit of liability for
Automobile Liability Insurance shall be $1,000,000
combined single limit applicable to owned or non -owned
vehicles used in the performance of any work under this
Section 3.2, and shall be written on an occurrence basis.
3.3 The insurance coverages and amounts set forth above may be met by an umbrella
liability policy following the form of the underlying primary coverage in a
minimum amount of $1,000,000. Should an umbrella liability insurance coverage
policy be used, such coverage shall be accompanied by a certificate of
endorsement stating that it applies to the specific policy numbers indicated for the
insurance providing the coverages required by this Section 3.2, and it is further
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agreed that such statement shall be made a part of the certificates of insurance
furnished to Sellers.
3.4 All insurance shall also meet the following requirements: The City or its
contractors shall furnish to Sellers appropriate documentation showing the type,
amount, effective dates, and date of expiration of policies; that Sellers, and their
officers, employees, agents, volunteers, and representatives are named as
additional insureds; where waiver of subrogation is specified with respect to any
policy or insurance required, any such waiver that the City's contractor is able to
obtain shall be specified; insurance coverage shall be in a form and with an
insurance company approved by Sellers, which approval shall not be
unreasonably withheld; and any insurance company providing coverage shall be
authorized to do business in the Commonwealth of Virginia. The City's
contractors shall provide Sellers with not less than thirty (30) Days advance notice
of cancellation or material alteration of any of the above - required insurance
coverage.
3.5 The City, in performing its inspections on Parcels pursuant to this Section 3.2,
shall at all times comply with all Applicable Law.
3.6 On the request of Sellers, the City shall, within a reasonable period of time after
receipt of any preliminary or final survey, test results or conclusory reports and
opinion statements, deliver copies of same to Sellers. If Sellers so requests, the
City shall also turn over copies of raw data obtained and any laboratory and
observation reports or analyses. Such copies of all the above shall be provided to
Seller without charge. All such deliverables shall be without any warranties
whatsoever, and neither the City nor the provider of any report or opinion shall be
deemed to make or have made any representations or warranties to Sellers
regarding such report or opinion, or any information contained therein, and
Sellers may not rely on any such report or opinion, or any information contained
therein.
3.7 The Sellers acknowledge that the City desires to acquire the Parcels for the
relocation of the GRTC transit operations currently conducted at Campbell Court,
as set forth in the City and GRTC Exchange Agreement. Sellers agree to allow
GRTC, its employees, contractors, and subcontractors to participate with the City
in the inspection and due diligence to be conducted by the City under this Article
III. Prior to entry onto the Parcels, GRTC shall enter into a right of entry
agreement that includes all requirements imposed on the City and/or its
Contractors under this Article III, including all insurance requirements.
ARTICLE IV
4.1 Title to LLC Parcels
TITLE
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The City's obligation to purchase the Parcels at the Closing is conditioned on all of the
LLC Parcels being conveyed to the City by LLC Seller by the LLC Deed, free and clear
of all restrictions, encumbrances, and liens except for such restrictions, encumbrances,
and liens that constitute LLC Parcels Permitted Encumbrances. LLC Parcels Permitted
Encumbrances with respect to LLC Parcels means and includes the following:
4.1.1 Ad valorum real property taxes (including the downtown district special
assessments), stormwater utility fees, and solid waste collection fees for the
current year, not yet due and payable.
4.1.2 The conditions set forth on the plats prepared by the City during the City's
Inspection Period that have not been designated as unacceptable by the City by
notice to the Sellers given in accordance with Section 3.1 of this Agreement.
4.1.3 Easements, restrictions and encumbrances that have not been designated as
unacceptable by the City by notice to Sellers given in accordance with Section
3.1 of this Agreement following the City's review of the preliminary title report
for the LLC Parcels and such other diligence as the City elects to perform.
The City acknowledges and agrees that the Sellers have no obligation to remove,
amend or alter any easement, restriction, or encumbrance or record, other than to
pay in full, the amount secured by a lien, deed of trust, or other encumbrance.
LLC Seller shall satisfy, at its sole expense, such deed of trust, lien or
encumbrance that may be removed and discharged as a matter of record and
record evidence that lien, deed of trust or other encumbrance has been satisfied in
full and discharged. The City's sole remedy is to accept title subject to such
easement, restriction, or encumbrance as an LLC Parcels Permitted Encumbrance
or terminate the Agreement. In the event that the City elects to terminate this
Agreement, the City shall provide the Sellers with written notice of such
termination, the Deposit shall be returned to the City and no Party shall have any
further rights or obligations under this Agreement.
4.2 Title to the Company Parcels.
The City's obligation to purchase the Parcels at the Closing is conditioned upon all of the
Company Parcels being conveyed by Company Seller to the City by the Company
Parcels Deed, free and clear of all restrictions, encumbrances, and liens, except for such
restrictions, encumbrances, and liens that constitute the Company Parcels Permitted
Encumbrances. Company Parcels Permitted Encumbrances with respect to the Company
Parcels means and includes the following:
4.2.1 Ad valorum real property taxes (including the downtown district special
assessments), stormwater utility fees, and solid waste collection fees for the
current year, not yet due and payable.
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4.2.2 The conditions set forth on the plats prepared by the City during the City's
Inspection Period that have not been designated as unacceptable by the City by
notice to the Sellers given in accordance with Section 3.1 of this Agreement.
4.2.3 Easements, restrictions and encumbrances that have not been designated as
unacceptable by the City by notice to Sellers given in accordance with Section
3.1 of this Agreement following the City's review of the preliminary title report
for Company Parcels and such other diligence as the City elects to perform.
The City acknowledges and agrees that Sellers have no obligation to remove,
amend or alter any easement, restriction, or encumbrance of record, other than to
pay in full, the amount secured by a lien, deed of trust, or other encumbrance.
Company Seller shall satisfy, at its sole expense, such deed of trust, lien or
encumbrance that may be removed and discharged as a matter of record and
record evidence that lien, deed of trust or other encumbrance has been satisfied in
full and discharged. The City's sole remedy is to accept title subject to such
easement, restriction, or encumbrance as a Company Parcels Permitted
Encumbrance or terminate the Agreement. In the event that the City elects to
terminate this Agreement, the City shall provide the Sellers with written notice of
such termination, the Deposit shall be returned to the City and no Party shall have
any further rights or obligations under this Agreement.
ARTICLE V
FTA APPROVAL
5.1 The Parties acknowledge and confirm that the City's acquisition of the Parcels is a part of
the relocation of GRTC transit operations from Campbell Court. The City and GRTC
have entered into the City and GRTC Exchange Agreement which Agreement
contemplates the acquisition of the Parcels by GRTC in exchange for the transfer to the
City of all of GRTC's right, title, and interest in Campbell Court. The transactions
contemplated by this Agreement and the City and GRTC Exchange Agreement are
subject to the prior review, consent and approval by FTA, on terms and conditions
acceptable to the City and GRTC ( "FTA Approval "). In the event that FTA does not
provide its consent and approval on terms and conditions acceptable to the City and
GRTC by the expiration of the City's Inspection Period, the City may terminate this
Agreement. In such event, the Deposit shall be returned to the City and no Party shall
have any further rights under this Agreement.
5.2 The City shall diligently pursue the review, consent, and approval of this Agreement and
the City and GRTC Exchange Agreement with FTA following the Effective Date. Sellers
agree to cooperate with the City in seeking the review, consent, and approval of this
Agreement from FTA.
5.3 The Parties acknowledge and agree that the review, consent, and approval by FTA is an
essential condition precedent under this Agreement for the benefit of the City and cannot,
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under any circumstances be waived by Sellers. The Parties further acknowledge and
agree that, in the event FTA does not approve the terms and conditions of the City and
GRTC Exchange Agreement or this Agreement, the City, in its sole and absolute
discretion, may waive this condition precedent and proceed to acquire the Parcels under
the terms of this Agreement.
ARTICLE VI
CONDITIONS TO CLOSE THE SALE OF THE PARCELS
6.1 Conditions to the City Obligations to Close.
The following are conditions precedent to the City obligation to purchase the Parcels:
6.1.1 The fulfillment to the City reasonable satisfaction of (i) LLC Seller's obligation to
convey title to LLC Parcels on the Closing Date to the City pursuant to the terms
and conditions of this Agreement; and (ii) Company Seller's obligation to convey
title to the Company Parcels on the Closing Date to the City pursuant to the terms
and conditions of this Agreement.
6.1.2 The City shall have obtained, at the City's expense, the FTA Approval in
accordance with Article V of this Agreement or such condition has been waived
by the City, as provided in Section 5.3 of this Agreement.
6.1.3 The City must be satisfied that the conditions of all of the Parcels have not
changed since the completion of the City's Inspection Period and no casualty or
other loss has occurred that is the subject of Article X of this Agreement.
6.1.4 Sellers must not be in default of the Sellers' obligations under this Agreement,
and the Sellers' representations and warranties in this Agreement must remain
true and correct as of the Closing.
6.1.5 The Title Company's commitments to issue, on payment of its standard
premiums, to the City, it's A.L.T.A. (Form B) Owner's Policies of Title
Insurance, insuring the City (i) in the amount of the LLC Seller Portion, in respect
of the LLC Parcels, and that title is vested in the City, subject only to LLC Parcels
Permitted Encumbrances; and (ii) in the amount of the Company Seller Portion, in
respect of the Company Parcels, and that title is vested in the City, subject only to
the Company Parcels Permitted Encumbrances.
All of the foregoing conditions are for the benefit of the City, and the City may choose, in the
City's sole discretion, to proceed with the Closing, despite having knowledge that one or more of
the above conditions have not been satisfied. If, after the expiration of the City Inspection
Period, any of the foregoing conditions have not been satisfied through no fault of the Sellers,
other than the provisions of Section 6.1.3, and if the City does not choose to proceed with the
Closing, then the Deposit will be paid to Sellers and the Parties shall have no further rights under
this Agreement.
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6.2 Conditions to the Sellers' Obligation to Close.
The following are conditions precedent to the Sellers' obligation to sell the Parcels to the
City:
6.2.1 The City must not be in default of its obligations under this Agreement.
6.2.2 The City has notified Sellers that funds have been appropriated to pay the
Purchase Price.
All of the foregoing conditions are for the benefit of the Sellers, and the Sellers may choose, in
their sole discretion, to proceed with the Closing, despite having knowledge the condition set
forth in Section 6.2.1 has not been satisfied.
ARTICLE VII
CLOSING DATE
7.1 Closing Date. The Closing date shall occur within 60 days after the end of the City's
Inspection Period or, if later, within 30 Days after the conditions set forth in Section 6.1
have been satisfied, and in any event prior to June 30, 2019, on a mutually agreeable
date( "Closing Date "). The Closing shall occur at a mutually acceptable time (anticipated
to be approximately 10:00 a.m. prevailing Roanoke, Virginia time) on the Closing Date
in the Office of the City Attorney, or at such other location and time as the Parties shall
approve.
ARTICLE VIII
CLOSING DELIVERABLES AND MECHANICS
8.1 Sellers' Obligations at Closing
8.1.1 LLC Parcels
8.1.1.1 The duly executed and acknowledged LLC Deed conveying to
the City the LLC Parcels in accordance with the provisions of
this Agreement, in their "as is" condition, without any
representations or warranties with respect to the presence of
hazardous materials. At the request of the City, LLC Seller
shall convey the LLC Parcels to the City using the survey
prepared during the City's Inspection Period as the description
of the LLC Parcels in the LLC Deed.
8.1.1.2 A mechanic's lien affidavit executed by LLC Seller,
satisfactory to the Title Company, and to the effect that no
work has been performed on the LLC Parcels by LLC Seller in
the 125 Days immediately preceding the Closing Date that
could result in a mechanic's lien claim, or if such work has
been performed, it has been paid in full.
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8.1.1.3 A parties in possession affidavit executed by LLC Seller,
satisfactory to the Title Company, that no parties are in
possession of the LLC Parcels as of Closing, including, without
limitation, all parking licensees and permittees.
8.1.1.4 Such documents as may be reasonably required by the Title
Company to evidence the authority of the person(s) executing
the various documents on behalf of LLC Seller in connection
with the sale of the LLC Parcels, including, without limitation,
certificate of existence, certified copies of corporate votes,
incumbency certificate of mangers and officers of LLC Seller,
and certified copy of LLC Seller's operating agreement.
8.1.1.5 A written certificate that LLC Seller's warranties and
representations in Section 12.2 of this Agreement remain true
and correct as of the Closing Date.
8.1.1.6 A duly executed counterpart of a closing statement for the
Closing.
8.1.1.7 Any other documents or items to be delivered pursuant to this
Agreement or other documents reasonably required by the Title
Company and that do not include the payment of money.
8.1.2 Company Parcels
8.1.2.1 The duly executed and acknowledged Company Deed
conveying to the City the Company Parcels in accordance with
the provisions of this Agreement, in their "as is" condition,
without any representations or warranties with respect to
presence of hazardous materials. At the request of the City,
Company Seller shall convey the Company Parcels to the City
using the survey prepared during the City's Inspection Period
as the description of the Company Parcels in the Company
Deed.
8.1.2.2 A mechanic's lien affidavit executed by Company Seller,
satisfactory to the Title Company, and to the effect that no
work has been performed on the Company Parcels by
Company Seller in the 125 Days immediately preceding the
Closing Date that could result in a mechanic's lien claim, or if
such work has been performed, it has been paid in full.
8.1.2.3 A parties in possession affidavit executed by Company Seller,
satisfactory to the Title Company, that no parties are in
possession of the Company Parcels as of Closing, including,
without limitation, all parking licensees and permittees.
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8.1.2.4 Such documents as may be reasonably required by the Title
Company to evidence the authority of the person(s) executing
the various documents on behalf of Company Seller in
connection with the sale of the Company Parcels, including,
without limitation, certificate of existence, certified copies of
corporate votes, incumbency certificate of directors and
officers of Company Seller, and certified copy of Company
Seller's articles of incorporation and bylaws.
8.1.2.5 A written certificate that Company Seller's warranties and
representations in Section 12.2 of this Agreement remain true
and correct as of the Closing Date.
8.1.2.6 A duly executed counterpart of a closing statement for the
Closing.
8.1.2.7 Any other documents or items to be delivered pursuant to this
Agreement or other documents reasonably required by the Title
Company and that do not include the payment of money.
8.2 City's Obligations
On the Closing Date, the City shall purchase and acquire the Parcels from the Sellers,
by delivering or causing to be delivered to Sellers the following:
8.2.1 The Purchase Price, less the Deposit, distributed by wire transfer as
follows:
(i) The LLC Portion, as adjusted in accordance with this Agreement
and as set forth in the closing statement, to LLC Seller; and
(ii) The Company Portion, as adjusted in accordance with this
Agreement and as set forth in the closing statement, to Company
Seller.
8.2.2 Copies of the title commitments issued by the Title Company with respect
to the LLC Parcels and the Company Parcels in forms and substance
acceptable to the City.
8.2.3 Certified copy of the ordinance adopted by Roanoke City Council
authorizing the City Manager, on behalf of the City, to enter into this
Agreement and perform all obligations of the City under this Agreement.
8.2.4 A written certification that the City's representations and warranties set
forth in Section 12.1 of this Agreement remain true and correct as of the
Closing Date.
8.2.5 A duly executed counterpart of the closing statement for the Closing.
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8.2.6 Any other documents required to be delivered pursuant to this Agreement
or reasonably required by Sellers and that do not require, except as set
forth in this Agreement, the payment of money, indemnity or the
assumption of any liability or obligation.
8.3 Prorated Expenses.
At the Closing, real property taxes, stormwater utility fees, and solid waste collection
fees, if any, shall be prorated as follows, with respect to the Parcels, Seller shall be
responsible for all amounts due prior to the Closing Date and the City being responsible
for all periods thereafter. The settlement of such prorated expenses shall occur at the
Closing or as soon thereafter as reasonably possible.
8.4 Sellers' Expenses.
Seller shall pay for (1) all attorneys' fees and expenses incurred by legal counsel for
Sellers; and (ii) Grantor's Taxes, if any, for the transfers of the Parcels.
8.5 City's Expenses.
The City shall pay for (i) the Grantee's taxes, if any, and the recording charges for the
transfer of the Parcels; (ii) its legal fees and expenses in connection with this Agreement
including the fees and expenses in connection with the City Inspections; (iii) all costs of
the City's investigations of the Parcels; and (iv) all title insurance premiums for issuance
of the title insurance process with respect to the Parcels.
8.6 Possession.
Sellers shall deliver exclusive possession of the Parcels to the City on the Closing Date,
free and clear of all tenants, licensees, and permittees.
ARTICLE IX
CONDEMNATION
Sellers have no actual knowledge of any pending or threatened condemnation of the Parcels.
However, if, after the Effective Date, and prior to the Closing Date, all or any part of the Parcels
are subject to a bona fide threat of condemnation or condemned or taken by a Government
Entity having a power of eminent domain or a transfer in lieu of condemnation, Sellers shall
promptly notify the City in writing and within thirty (30) Days after receipt of written notice,
either Party may, by written notice to the other, elect to cancel this Agreement prior to the
Closing Date, in which event all Parties shall be relieved and released of any further duties,
obligations, rights, or liabilities hereunder and this Agreement shall be deemed terminated and of
no further force or effect. If no such election is made by either Party to cancel this Agreement,
this Agreement shall remain in full force and effect and the purchase contemplated herein, less
any interest taken in condemnation or eminent domain, shall be effected without further
adjustment and on the Closing Date, Sellers shall assign, transfer, and set over to the City all of
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the right, title, and interest of Sellers in and to any awards that have been made or may thereafter
be made for any such taking or takings with respect to the Parcels.
►
: 71Y[ya0.14
RISK OF LOSS
Risk of loss by fire or other casualty for the Parcels shall be on Sellers until the Closing is
completed, subject only to the obligations of the Parties under this Agreement. If the Parcels are
substantially damaged or destroyed before the Closing by such casualty, then the City may elect
to (i) acquire the Parcels and receive all proceeds of insurance received by Sellers; or (ii) cancel
the Closing, in which event, the Deposit shall be returned to the City, and neither Party will have
any further obligations to the other (except as otherwise specifically provided in this Agreement).
Sellers shall maintain fire and extended coverage insurance on the Parcels, at the full
replacement value, pending consummation of the Closing.
ARTICLE XI
BROKER'S COMMISSIONS
Sellers represent, and warrant that they have not incurred any liability or obligation — whether
contingent or otherwise — for a brokerage commission, a finder's fee, or any other similar
payment in connection with this Agreement or the transaction contemplated herein. Sellers shall
indemnify and hold the City harmless from any and all claims of any broker.
ARTICLE XII
REPRESENTATIONS AND WARRANTIES
12.1 City's Representations and Warranties.
The City represents and warrants, as of the Effective Date and as of the Closing, to
Sellers that:
12. 1.1 No Conflicts. The City's execution and performance of this Agreement does not
(i) breach any other agreement to which the City is a party; or (ii) violate any law,
judgment, or order to which the City is subject.
12.2.1 No Litigation. No litigation, claim, or arbitration is pending or, to the knowledge
of the City threatened, with regard to performance of this Agreement.
12.2 Sellers' Representation and Warranties.
Sellers represent and warrant, as of the Effective Date and as of the Closing, with respect
to Parcels that:
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12.2.1 Title.
(a) LLC Seller is the legal and beneficial fee simple title holder of
LLC Parcels and has good, marketable title to LLC Parcels, free and clear
of all liens, encumbrances, claims, covenants, conditions, restrictions,
easements, rights of way, options, judgments, or other matters, subject
only to matters of record. LLC Seller will convey title to the LLC Parcels
to the City by the LLC Deed.
(b) Company Seller is the legal and beneficial fee simple title holder
of the Company Parcels and has good, marketable title to the Company
Parcels, free and clear of all liens, encumbrances, claims, covenants,
conditions, restrictions, right of way, options, judgments, or other matters,
subject only to matters of record. Company Seller will convey title to the
Company Parcels to the City by the Company Deed.
12.2.2 Condemnation. Sellers have no knowledge of any pending or threatened
proceedings for condemnation or the exercise of the right of eminent
domain as to any part of Parcels or the limiting or denying of any right of
access thereto.
12.2.3 Special Taxes. The Parcels are subject to the Downtown Service District
special assessment as set forth in Sections 32 -102 through 32- 102.4, Code
of City of Roanoke (1979), as amended. Sellers have no knowledge of,
nor has it received any notice of, any other special taxes or assessments
relating to the Parcels or any part thereof.
12.2.4 Hazardous Materials. Sellers make no warranties, covenants, or
representations of any type regarding hazardous materials of any type at
the Parcels.
12.2.5 Leases. The Parcels are subject to the leases, permits, and licenses set
forth and described in Exhibit D attached hereto. All such leases, permits,
and licenses shall be terminated and extinguished prior to Closing at the
request of the City. Such request shall be made thirty (30) Days prior to
Closing.
12.2.6 Access. Ingress to and egress from the Parcels is available and provided
through Salem Avenue. S.W., and Norfolk Avenue, S.W.
12.2.7 No Conflicts. Sellers' execution and performance of this Agreement does
not: (i) breach any other agreement to which either of the Sellers is a
party; or (ii) violate any law, judgment, or order to which any of the
Sellers is subject.
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12.2.8 No Notice of Violations. Sellers have received no notice of any violation
of zoning requirements or other ordinances, rules or regulations with
respect to Parcels.
12.2.9 No Litigation. There is no litigation, claim, or arbitration, pending or, to
the knowledge of Sellers, threatened, with regard to Parcels or
performance of this Agreement by the Sellers.
12.2.10 (a) LLC Seller is a Virginia limited liability company, qualified to
conduct business and in good standing in Virginia, and has the right to
own its assets and operate its business in the ordinary course.
The Manager of LLC Seller is The Brandon Company,
Incorporated.
The Manager of LLC Seller has been authorized to execute, deliver, and
perform this Agreement, the documents and agreements referred to in this
Agreement, and take all actions necessary to effectuate this Agreement on
behalf of LLC Seller.
(b) Company Seller is a Virginia corporation, qualified to conduct
business and in good standing in Virginia, and has the right to own its
assets and operate its business in the ordinary course.
The officers and directors of Company Seller are as of the date of
this Agreement:
Robin W. Ingram, Pres /CEO and Director
Lee Hardin Woody, Secretary and Director
Judith B. Bishop, Director
Patty Booker Hiott, Director
Robert Draper Woody, Director
Mary Louise W. Hahn, Director
The proper officers of Company Seller have been authorized to execute,
deliver, and perform this Agreement, the documents and agreements
referred to in this Agreement, and take all actions necessary to effectuate
this Agreement on behalf of Company Seller.
ARTICLE XIII
DEFAULT IN CLOSING OBLIGATIONS
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13.1 Sellers Default. In the event that the Closing does not occur solely by reason of
default by Sellers, and the City has fully performed its obligations and is prepared to
consummate the Closing, the City shall have all of its remedies at law or in equity, including the
remedy of specific performance. The City may also terminate this Agreement in which event,
the Deposit shall be returned to the City, and neither Party shall have any further rights or
obligations hereunder except for Sellers' indemnity obligations that will survive the termination
of this Agreement.
13.2 City Default. In the event that the Closing does not occur solely by reason of default by
the City, and Sellers have fully performed its obligations and is prepared to consummate the
Closing, Sellers' sole remedy shall be to terminate this Agreement and retain the Deposit and
neither Party shall have any further rights or obligations hereunder.
ARTICLE XIV
LIMITATIONS ON ASSIGNMENTS
Each Party agrees not to assign or transfer any part of the Party's rights or obligations
under this Agreement without the prior written consent of the other Party, which consent shall
not be unreasonably withheld, and any such assignment shall not relieve the assigning Party from
any of its obligations under this Agreement.
ARTICLE XV
NOTICES
All notices hereunder must be in writing and shall be deemed validly given, by personal service,
if sent by certified mail, return receipt requested, or by a nationally recognized overnight courier,
addressed as follows (or any other address the party to be notified may have designated to the
sender by like notice):
If to City: City of Roanoke,
ATTN: City Manager
364 Noel C. Taylor Municipal Building
215 Church Avenue, S.W.
Roanoke, Virginia 24011
Fax No. 540- 853 -2333
With a Copy to: City of Roanoke Department of Economic Development
ATTN: Economic Development Director
117 Church Avenue, S.W.
Roanoke, Virginia 24011
Fax No. 540- 853 -1213
If to LLC Seller: Brandon, Woody and Booker, LLC
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DRAFT January 7, 2019
c/o The Brandon Company, Incorporated
ATTN: Robin W. Ingram, President
540 Pembroke Avenue
Norfolk, Virginia 23507
With a Copy to: Talfourd Kemper, Esq.
Woods Rogers, PLC
10 S. Jefferson Street, Suite 1400
Roanoke, Virginia 24011
If to Company Seller: The Brandon Company, Incorporated
ATTN: Robin W. Ingram, President
540 Pembroke Avenue
Norfolk, Virginia 23507
With a Copy to: Talfourd Kemper, Esq.
Woods RogersPLC
10 S. Jefferson Street, Suite 1400
Roanoke, Virginia 24011
Notice shall be deemed delivered on the date of personal service, five (5) Days after deposit in
the United States mail, or the day after delivery to a nationally recognized overnight courier.
ARTICLE XVI
APPROVAL BY CITY COUNCIL
This Agreement is subject to approval by the City Council of the City of Roanoke. Sellers
shall be responsible for any advertising costs and other expenses incurred by the City and paid to
third party vendors in connection with any public hearings that may be required.
ARTICLE XVII
GENERAL PROVISIONS
17.1 Time. Time is of the essence in the performance of the Parties' respective obligations in
this Agreement.
17.2 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on,
the Parties hereto and their respective successors and permitted assigns.
17.3 Acquisition of All Parcels. Sellers acknowledge and agree that the City is obligated to
purchase all of the Parcels pursuant to this Agreement and the failure or inability of either
LLC Seller or Company Seller to perform its obligations under this Agreement
constitutes a failure or inability of the other entity that constitutes Sellers.
17.4 Counterpart Copies. This Agreement may be executed in one or more counterparts, and
all such counterparts so executed shall constitute one Agreement binding on all of the
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DRAFT January 7, 2019
Parties hereto, notwithstanding that all of the Parties are not signatories to the same
counterpart.
17.5 Construction. The Parties acknowledge that each Party and its counsel have reviewed
and revised this Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
17.6 Severability. If a provision of this Agreement is determined to be unenforceable in any
respect, the enforceability of the provision in any other respect and of the remaining
provisions of this Agreement shall not be impaired.
17.7 Cooperation. Each Party agrees to cooperate with the other in a reasonable manner to
carry out the intent and purpose of this Agreement.
17.8 Authority To Sign. The persons who have executed this Agreement on behalf of the
Parties represent and warrant they are duly authorized to execute this Agreement on
behalf of their respective entity.
17.9 Non - waiver. Each Party agrees that any Party's waiver or failure to enforce or require
performance of any term or condition of this Agreement or any Party's waiver of any
particular breach of this Agreement by any other Party extends to that instance only.
Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of
this Agreement or a waiver of any other breaches of the Agreement by any Party and
does not bar the non - defaulting Party from requiring the defaulting Party to comply with
all the terms and conditions of this Agreement and does not bar the non - defaulting Party
from asserting any and all rights and/or remedies it has or might have against the
defaulting Party under this Agreement or by law.
17.10 Faith Based Organizations. Pursuant to Virginia Code Section 2.2.4343.1, be advised
that the City and GRTC do not discriminate against faith -based organizations.
ARTICLE XVIII
COMPLIANCE WITH STATE LAW; FOREIGN AND DOMESTIC BUSINESSES
AUTHORIZED TO TRANSACT BUSINESS IN THE
COMMONWEALTH OF VIRGINIA
Sellers shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended,
which provides that a contractor organized as a stock or nonstock corporation, limited liability
company, business trust, or limited partnership or registered as a registered limited liability
partnership shall be authorized to transact business in the Commonwealth of Virginia as a
domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise
required by law. Each of the Sellers agrees not to allow its existence to lapse or, if applicable, its
certificate of authority or registration to transact business in the Commonwealth of Virginia, if so
required under Title 13.1 or Title 50, to be revoked or cancelled at any time before Closing, and
to promptly cure any such lapse, revocation or cancellation following notice from the City. It
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DRAFT January 7, 2019
shall be a condition of the City's closing obligations under Section 8.2 above that Sellers not be
in breach of this Article XVIII.
ARTICLE XIX
APPROPRIATION OF FUNDS
All obligations or funding to be undertaken by the City in connection with this Agreement are
subject to the availability of funds and the appropriation of such funds by City Council as may be
necessary for such obligations or funding. The City Manager shall include funding for the City's
obligations under this Agreement in seeking appropriation of funding for the project involving
the relocation of GRTC transit operations facility from Campbell Court to a new bus
transportation center. If any such funding is not approved, withdrawn, or otherwise not made
available for this Agreement, with the result that City is unable to perform its obligations under
this Agreement, City shall provide Sellers with written notice of such unavailability of funding.
ARTICLE XX
FORCE MAJEURE
None of the Parties shall be in default or otherwise liable for any delay in or failure of its
performance under this Agreement if such delay or failure arises by any reason beyond its
reasonable control, including any act of God, any acts of common enemy, the elements,
earthquakes, floods, fires, epidemics, riots, strikes, failures or delay in transportation or
communication, shortages of material, approval delays or any act or failure to act by the other
party or such other party's employees, agents or contractors; provided, however, that Sellers'
lack of funds shall not be deemed to be a reason beyond Sellers' reasonable control. The Parties
shall promptly inform and consult with each other as to any of the above causes which in their
judgment may or could be the cause of a delay in the performance of this Agreement.
Notwithstanding anything else set forth above, in no event shall the Closing Date be extended
because of force majeure beyond August 31, 2019.
ARTICLE XXI
ENTIRE AGREEMENT
This Agreement, including, without limitation, its exhibits and other attachments, contains the
entire understanding of the Parties regarding its subject matter and supersedes all prior and
contemporaneous negotiations and agreements, whether written or oral, between the Parties with
respect to its subject matter. Without limitation, and for avoidance of any doubt, the preceding
sentence shall not operate to invalidate or supersede any separate agreements between the Parties
regarding the Incentives. No amendment to this Agreement shall be valid unless made in writing
and signed by the Parties.
ARTICLE XXII
FORUM SELECTION AND CHOICE OF LAW
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By virtue of entering into this Agreement, the Parties agree and submit themselves to a court of
competent jurisdiction, which shall be the Circuit Court or General District Court for City of
Roanoke, Virginia, and further agree that this Agreement is controlled by the laws of the
Commonwealth of Virginia, with the exception of Virginia's conflict of law provisions which
shall not apply, and that all claims, disputes and other matters shall be decided only by such
court according to the laws of the Commonwealth of Virginia as aforesaid. Each Party further
waives and agrees not to assert in any such action, suit or proceeding, that the Party is not
personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought
in an inconvenient forum or that the venue of the action, suit or proceeding, is improper.
SIGNATURE PAGES TO FOLLOW
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DRAFT January 7, 2019
IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized
representatives as of the date of this Agreement.
WITNESS:
Print name and title
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE
CITY OF ROANOKE, VIRGINIA
By:
Robert S. Cowell, Jr.
City Manager
The foregoing Agreement was acknowledged before me this day of , 2019, by
Robert S. Cowell, Jr., the duly authorized City Manager of the City of Roanoke, Virginia, a
Virginia Municipal Corporation.
My Commission expires:
Notary Public
Approved as to form: Approved as to execution:
Ordinance No.
Funding has been appropriated pursuant to Ordinance No.
Director of Finance
23
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DRAFT January 7, 2019
WITNESS:
Print Name and title:
STATE OF
CITY /COUNTY of
BRANDON, WOODY AND BOOKER, LLC
By its Manager:
The Brandon Company, Incorporated
Robin W. Ingram, President
The foregoing Agreement was acknowledged before me this day of , 2019, by
Robin W. Ingram, the duly authorized president of The Brandon Company, Incorporated, a
Virginia corporation, as the duly authorized manager Brandon Woody and Book, LLC, a
Virginia limited liability company, on behalf of The Brandon Company, Incorporated.
My Commission expires:
Notary Public
24
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DRAFT January 7, 2019
WITNESS:
Printed name and title
STATE OF
CITY /COUNTY of
THE BRANDON COMPANY, INCORPORATED
LM
Robin W. Ingram, President
The foregoing Agreement was acknowledged before me this day of , 2019, by
Robin W. Ingram, the duly authorized president of The Brandon Company, Incorporated, a
Virginia corporation, on behalf of The Brandon Company, Incorporated.
My Commission expires:
Notary Public
25
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DRAFT January 7, 2019
EXHIBIT A
Description of Campbell Court
Those parcels of real property, together with improvements thereon, situated at 29 Campbell
Avenue SW and 30 Salem Avenue SW, Roanoke, VA 24011, and bearing Official Tax Parcel
Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118,
1011119, 1011120, 1011122, and 1011129, containing, in the aggregate, approximately 1.0674
acres.
DRAFT January 7, 2019
EXHIBIT B
Description of LLC Parcels
Two (2) parcels of real property, together with improvements thereon, described as follows: (i) a
parcel of real property, together with improvements thereon, containing approximately 13,258
sq. feet of land, more or less, situated at 0 Salem Avenue, S.W., Roanoke Virginia, and bearing
Official Tax Map No. 1010113; and (ii) a parcel of real property, together with improvements
thereon, containing approximately 23,307 sq. feet of land, more or less, situated at 325 Salem
Avenue, S.W., Roanoke, Virginia, and bearing Official Tax Map No. 1010115.
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DRAFT January 7, 2019
EXHIBIT C
Description of Company Parcels
Two (2) parcels of real property, together with improvements thereon, described as follows: (i) a
parcel of real property, together with improvements thereon, containing approximately 16,074
sq. feet of land, more or less, situated at 0 Salem Avenue, S.W., Roanoke Virginia, and bearing
Official Tax Map No. 1010121; and (ii) a parcel of real property, together with improvements
thereon, containing approximately 20,275 sq. feet of land, more or less, situated at 0 Salem
Avenue, S.W., Roanoke, Virginia, and bearing Official Tax Map No. 1010122.
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DRAFT January 7, 2019
EXHIBIT D
Leases, permits, and licenses at the Parcels
Oral agreements for monthly parking terminable on 30 Days notice.
29
41
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41347 - 010719.
A RESOLUTION authorizing a public hearing to receive public comments on the
proposed sale of the GRTC Relocation Parcels from the City to Greater Roanoke Transit
Company (GRTC) in accordance with the proposed City and GRTC Exchange Agreement,
which proposed agreement includes the transfer of Campbell Court from GRTC to the City, upon
such terms and conditions as more particularly set forth in the City Council Agenda Report dated
January 7, 2019.
WHEREAS, the City and GRTC are proposing to enter into a proposed agreement under
which the City, after it acquires the GRTC Relocation Parcels from the GRTC Relocation
Parcels Owners, and which GRTC Relocation Parcels and the GRTC Relocation Parcels Owners
are more particularly described and identified in the proposed City and GRTC Exchange
Agreement which agreement is more particularly described in the City Council Agenda Report
dated January 7, 2019, would transfer the GRTC Relocation Parcels to GRTC in exchange for
certain other parcels of real property described in the City and GRTC Exchange Agreement as
Campbell Court, the transportation center currently owned by GRTC; and
WHEREAS, pursuant to the requirements of State Code, the City must conduct a public
hearing before considering the transfer of City -owned property.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
I . The City Manager is authorized to schedule and advertise the proposed sale of the
GRTC Relocation Parcels from the City to GRTC in accordance with the proposed City and
GRTC Exchange Agreement, which proposed agreement includes the transfer of Campbell Court
1
from GRTC to the City, upon such terms and conditions as more particularly set forth in the City
Council Agenda Report dated January 7, 2019, for a public hearing on January 22, 2019, 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 shall determine, in his discretion.
ATTEST:
City Clerk,
2
G
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: January 7, 2019
Subject: Request to Schedule a Public Hearing for Sale of Real Estate to
Greater Roanoke Transit Company (GRTC)
Background:
The City has negotiated an agreement under which the City will acquire four
parcels of real estate to relocate the GRTC central transit facility from Campbell
Court: (i) 0 Salem Avenue, S.W., Roanoke, Virginia, bearing Official Tax Map No.
1010113; and 325 Salem Avenue, S.W., Roanoke, Virginia, bearing Official Tax
Map No. 10101 1 5, owned by Brandon, Woody and Booker LLC; and (ii) 0 Salem
Avenue, S.W., Roanoke Virginia, bearing Official Tax Map No. 1010121; and 0
Salem Avenue, S.W., Roanoke, Virginia, bearing Official Tax Map No. 1010122,
owned by The Brandon Company, Incorporated (collectively, "the GRTC Relocation
Parcels ") for the sum of $2,185,000 (the "GRTC Relocation Parcels Acquisition
Agreement "). The GRTC Relocation Parcels Acquisition Agreement allows the City
and GRTC to conduct inspections of the GRTC Relocation Parcels, including
environmental, geotechnical, and title, to confirm the suitability of the GRTC
Relocation Parcels for use and operation of a central transit facility for GRTC. The
GRTC Relocation Parcels Acquisition Agreement is subject to authorization by City
Council and approval by the Federal Transit Administration (FTA). The GRTC
Relocation Parcels Acquisition Agreement contemplates a closing by ,June 30,
2019.
Subsequent to the City acquiring the GRTC Relocation Parcels, the attached
proposed agreement provides for the transfer of the GRTC Relocation Parcels
from the City to GRTC in exchange for the transfer of Campbell Court, the transit
facility owned by GRTC, consisting of 13 parcels within the City, and which parcels
are more particularly described in a proposed Agreement for the Exchange of Real
Estate between the City and GRTC, from GRTC to the City (the "City and GRTC
Exchange Agreement "). The proposed City and GRTC Exchange Agreement is
contingent on (i) the City's acquisition of the GRTC Relocation Parcels; and either
(ii) construction of a temporary central transit facility by GRTC on the GRTC
Relocation Parcels if the City and Hist:Re Partners LLC ( "Developer ") proceed with
an agreement involving the redevelopment of Campbell Court by Developer and
the acquisition and development of a passenger rail facility by the City ( "City and
Developer Exchange Agreement "); or (iii) construction of a permanent central
transit facility if the proposed City and Developer Exchange Agreement terminates
during the inspection periods set forth in that agreement. The proposed City and
GRTC Exchange Agreement is subject to (a) approval by City Council following a
public hearing; (b) approval by the GRTC Board of Directors; (c) approval by City
Council as stockholder of GRTC; and (d) approval by FTA.
The closing of this transaction is dependent upon whether the proposed
transaction between the City and Developer is finalized. If finalized, the closing
could occur in 2019 or 2020. If that transaction does not occur, the closing would
occur after construction of the permanent facility is completed; likely in 2020 or
2021.
A public hearing is required for the sale of city -owned property. Subject to City
Council's concurrence with this request, a copy of the proposed City and GRTC
Exchange Agreement will be placed with the City Clerk for review prior to the
public hearing. Pursuant to the requirements of State Code, notice of the public
hearing must be advertised at least seven days prior to the public hearing.
Recommended Action:
Authorize the scheduling and advertising of the proposed sale of the GRTC
Relocation Parcels from the City to GRTC in accordance with the proposed City
and GRTC Exchange Agreement, which proposed agreement includes the transfer
of Campbell Court from GRTC to the City, for a public hearing on .January 22,
2019, 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 shall determine, in his discretion.
-- XCowe ------------
RoberJr.
Cit y Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
R. Brian Townsend, Assistant City Manager for Community
Development
Amelia C. Merchant, Director of Finance
Robert Ledger, Acting Director, Economic Development
Kevin Price, General Manager, GRTC
2
DRAFT DATE: January 7, 2019
AGREEMENT FOR THE EXCHANGE OF REAL ESTATE
BETWEEN THE CITY OF ROANOKE, VIRGINIA AND
GREATER ROANOKE TRANSIT COMPANY
THIS AGREEMENT FOR THE EXCHANGE OF REAL ESTATE BETWEEN THE
CITY OF ROANOKE, VIRGINIA AND GREATER ROANOKE TRANSIT COMPANY
( "Agreement ") is made this day of January, 2019, by and between the CITY OF
ROANOKE, VIRGINIA, a Virginia municipal corporation ( "City "), and GREATER
ROANOKE TRANSIT COMPANY, a Virginia corporation ( "GRTC ").
RECITALS
A. GRTC is the owner of thirteen (13) parcels of real property, together with
buildings and improvements thereon, situated in Roanoke, Virginia, known as Campbell Court,
and being more particularly described in Exhibit A attached hereto and made a part hereof
( "Campbell Court").
B. GRTC, a corporation in which the City is the sole stockholder, provides bus
transportation services to the public throughout the areas of the City of Roanoke, the City of
Salem, and the Town of Vinton. Campbell Court serves as the central bus transit facility for all
such bus transportation services.
C. GRTC is interested and desires in relocating its central bus transit facility from
Campbell Court.
D. The City is interested in acquiring Campbell Court for future potential
development as proposed in an agreement between the City and Hist:Re Partners, LLC, a
Virginia limited liability company ( "Developer "), as more particularly described in an
Agreement dated January , 2019, ( "City and Developer Exchange Agreement "), or other
development opportunities if the transactions contemplated by the City and Developer Exchange
Agreement are not consummated.
E. GRTC is willing to sell Campbell Court and relocate its central bus transit facility
within the City of Roanoke provided the transaction does not disrupt the daily bus transit
operations of GRTC.
F. The City has entered into an agreement with the GRTC Relocation Parcels
Owners of four (4) parcels of real property, together with improvements thereon, situated in
Roanoke, Virginia and more particularly described in Exhibit B attached hereto and made a part
hereof, ( "GRTC Relocation Parcels "), to acquire the GRTC Relocation Parcels for the purposes
of relocating GRTC's central bus transit facility from Campbell Court.
G. The City proposes to acquire the GRTC Relocation Parcels; and either (1) allow
GRTC to construct a Temporary Transit Facility at the GRTC Relocation Parcels; and, upon
completion of the Temporary Transit Facility, transfer and exchange all of the City's rights, title,
DRAFT DATE: January 7, 2019
and interest in the GRTC Relocation Parcels to GRTC in exchange for the transfer and exchange
of all of GRTC's rights, title and interest in Campbell Court; or (2) allow GRTC to construct the
Permanent Transit Facility at the GRTC Relocation Parcels and, upon completion of the
Permanent Transit Facility, transfer and exchange all of the City's rights, title, and interest in the
GRTC Relocation Parcels to GRTC in exchange of all of GRTC's rights, title, and interest in
Campbell Court.
H. Subject to the terms and conditions of this Agreement, (i) the City is willing to
sell, convey, and transfer all of the City's rights, title, and interest in the GRTC Relocation
Parcels to GRTC, (ii) GRTC is willing to acquire the GRTC Relocation Parcels from the City,
(iii) GRTC is willing to sell, convey, and transfer all of GRTC's rights, title, and interest in
Campbell Court to the City, and (iv) the City is willing to acquire the Campbell Court from
GRTC.
I. The City and GRTC agree to set forth their agreements and understandings in
accordance with this Agreement.
THEREFORE, based upon the mutual covenants, agreements, and understandings set
forth in this Agreement, including the Recitals set forth above and which Recitals are
incorporated herein and constitute a material part of this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the City
and GRTC agree as follows:
ARTICLE I
DEFINITIONS
All capitalized terms, not otherwise defined in this Agreement, shall have the following
meanings:
1.1 Agreement shall mean this Agreement for the Exchange of Real Estate between
the City of Roanoke, Virginia and Greater Roanoke Transit Company.
1.2 Applicable Law shall mean all federal, state, and local laws, rules, regulations, or
ordinances that affect or otherwise apply to the transactions contemplated by this
Agreement.
1.3 Approvals shall mean all licenses, permits, and other approvals under Applicable
Law required or deemed necessary to develop, construct, operate, and maintain
the Temporary Transit Facility or the Permanent Transit Facility, as applicable
under the terms of this Agreement.
1.4 Business Days shall mean a Day or Days other than a Saturday, Sunday, or a
holiday established under the laws of the United States of America or the
Commonwealth of Virginia.
2
DRAFT DATE: January 7, 2019
1.5 Campbell Court shall mean those certain parcels of real estate together with
buildings and improvements thereon, owned by GRTC, and more particularly
described in Exhibit A attached hereto and made a part hereof.
1.6 Campbell Court Deed shall mean the special warranty deed from GRTC to the
City conveying title of Campbell Court to the City.
1.7 Campbell Court Purchase Price shall mean the execution, delivery, acceptance
and recording of the GRTC Relocation Parcels Deed to effectuate the transfer of
the GRTC Relocation Parcels by the City to GRTC.
1.8 Certificate of Occupancy shall mean the permanent certificate issued by the City
of Roanoke's Department of Planning, Building and Development which
authorizes GRTC to use, occupy, and operate the Temporary Transit Facility or
the Permanent Transit Facility, as applicable under the terms of this Agreement,
at the GRTC Relocation Parcels.
1.9 City shall mean the City of Roanoke, Virginia, a Virginia municipal corporation
1.10 City and Developer Exchange Agreement shall mean the agreement between the
City and Developer dated January , 2019, under which agreement the City
would sell and transfer all of the City's rights, title, and interest in Campbell
Court to Developer; and Developer would sell and transfer all of Developer's
rights, title, and interest in the Future Rail Station Parcels to the City.
1.11 City's Approval Period shall mean the period of 90 Days beginning after the
expiration of the City's Inspection Period.
1.12 City's Inspection Period shall mean the period of 180 Days after the Effective
Date.
1.13 City Manager shall mean the person appointed by the Roanoke City Council as
City Manager or the person designated by City Manager to act on behalf of the
City Manager.
1.14 Closing shall mean the date on which the transactions contemplated by this
Agreement for (i) the transfer of Campbell Court to the City, and (ii) the transfer
of the GRTC Relocation Parcels to GRTC.
1.15 Days or Days shall mean a calendar day beginning and ending at the prevailing
time in Roanoke, Virginia.
1.16 Developer shall mean Hist:Re Partners, LLC, a Virginia limited liability
company.
1.17 Effective Date shall mean the date set forth at the beginning of this Agreement.
3
DRAFT DATE: January 7, 2019
1.18 Future Rail Station Facility shall mean the facility to be improved by the City
located on the Future Rail Station Parcels and at which facility services for
passengers of rail transportation will be provided.
1.19 Future Rail Station Parcels shall mean those parcels of real property, together
with improvements thereon, situated in Roanoke, Virginia, and more particularly
described in Exhibit C attached hereto and made a part hereof.
1.20 Future Rail Station Parcels Owner shall mean T -W Properties, a Virginia
partnership.
1.21 Government Entity shall mean any federal, state, or local governmental body,
agency, board or commission.
1.22 GRTC shall mean Greater Roanoke Transit Company, a Virginia corporation.
1.23 GRTC Relocation Expenses Payment shall mean the sum of Five Hundred
Thousand Dollars ($500,000.00) to be paid by Developer to the City in
accordance with Section 3.2 of the City and Developer Exchange Agreement.
1.24 GRTC Relocation Parcels shall mean those parcels of real property, together with
improvements thereon, described in Exhibit B attached hereto and made a part
hereof.
1.25 GRTC Relocation Parcels Agreement shall mean that agreement by and among
the City and the GRTC Relocation Parcels Owners dated January , 2019,
under which the City will purchase and acquire all rights, title, and interests of the
GRTC Relocation Parcels Owners in the GRTC Relocation Parcels.
1.26 GRTC Relocation Parcels Closing Date shall mean the date on which the City
acquires the GRTC Relocation Parcels pursuant to the terms of the GRTC
Relocation Parcels Agreement which date shall be no later than June 30, 2019,
unless otherwise extended under the terms of that agreement.
1.27 GRTC Relocation Parcels Deed shall mean the special warranty deed from the
City to GRTC conveying title of the GRTC Relocation Parcels to GRTC.
1.28 GRTC Relocation Parcels Owners shall mean the owners of the GRTC Relocation
Parcels identified in Exhibit B attached hereto and made a part hereof.
1.29 GRTC's Approval Period shall mean the period of 90 Days beginning after the
expiration of GRTC's Inspection Period.
1.30 GRTC's Construction Right of Entry Agreement shall mean the agreement
between the City and GRTC under which agreement the City grants to GRTC and
its employees, contractors, and subcontractors, the rights to enter onto the GRTC
Relocation Parcels and construct either (i) the Temporary Transit Facility, or (ii)
the Permanent Transit Facility; as provided in Sections 4.2 and 4.3 of this
Agreement.
M
DRAFT DATE: January 7, 2019
1.31 GRTC's Inspection Period shall mean the period of 180 Days after the Effective
Date.
1.32 Parties shall mean the City and GRTC.
1.33 Party shall mean either the City or GRTC.
1.34 Permanent Transit Facility shall mean the permanent central bus transit facility to
be constructed by GRTC at the GRTC Relocation Parcels in accordance with this
Agreement.
1.35 Temporary Transit Facility shall mean the temporary central bus transit facility to
be constructed by GRTC at the GRTC Relocation Parcels in accordance with this
Agreement.
1.36 Title Company shall mean Fidelity National Title Insurance Company or any
nationally recognized title insurance company (i) acceptable to the City with
respect to Campbell Court; or (ii) acceptable to GRTC with respect to GRTC
Relocation Parcels.
ARTICLE II
PRELIMINARY STATEMENT
2.1 GRTC desires to relocate its central bus transit facility from Campbell Court. The
City desires to establish a Future Rail Station Facility in the area of Downtown
Roanoke, proximate to the existing platform for passenger rail service within
Roanoke.
In furtherance of these desires, the City has entered into the following
transactions:
2. 1.1 GRTC Relocation Parcels Agreement.
Under the terms of the GRTC Relocation Parcels Agreement, the City
proposes to acquire the GRTC Relocation Parcels by the GRTC
Relocation Parcels Closing Date. The transactions contemplated in the
GRTC Relocation Parcels Agreement are subject to certain conditions,
including FTA Approval. Under the terms of the GRTC Relocation
Parcels Agreement, the City may waive the requirement of FTA
Approvals and acquire the GRTC Relocation Parcels for uses other than as
a Temporary Transit Facility or a Permanent Transit Facility.
2.1.2 City and Developer Exchange Agreement.
Under the terms of the City and Developer Exchange Agreement, the City
proposes to transfer all of its rights, title, and interests in Campbell Court
acquired by the City under this Agreement with Developer in exchange for
the transfer of all of Developer's rights, title, and interest in the Future
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Rail Station Parcels. The transactions contemplated under the City and
Developer Exchange Agreement are anticipated to close after the dates on
which (i) the elections of the City and Developer to proceed with the
transactions after completion of their respective inspections under the City
and Developer Exchange Agreement are made; and (ii) closing of this
Agreement under Section 12.1 hereof.
2.2 GRTC and the City intend to seek FTA Approvals for the relocation of the central
bus transit operations from Campbell Court to the GRTC Relocation Parcels and,
upon receipt of FTA Approvals, and satisfaction of all other applicable conditions
and terms of this Agreement, the City and GRTC intend to execute GRTC's
Construction Right of Entry Agreement to allow GRTC to construct the
Permanent Transit Facility at the GRTC Relocation Parcels prior to Closing, in
the event that the City and Developer Exchange Agreement is terminated for any
reason
2.3 The City and GRTC agree to cooperate with each other in facilitating their mutual
intents and objections as expressed and set forth in this Agreement.
ARTICLE III
PURCHASE AND SALE
3.1 Subject to the terms and conditions of this Agreement, GRTC agrees to sell, and
the City agrees to purchase Campbell Court in its "as is" condition.
3.2 Subject to the terms and conditions of this Agreement, the City agrees to sell, and
GRTC agrees to purchase the GRTC Relocation Parcels in their "as is" condition.
ARTICLE IV
RELOCATION OF GRTC OPERATIONS
4.1 Relocation of GRTC Operations. Under the terms of the City and Developer
Exchange Agreement, Developer requires that the GRTC central bus transit
operations be relocated from Campbell Court prior to the closing set forth in such
agreement. As set forth in the Recitals and Article II of this Agreement, GRTC
also desires to relocate its central bus transit facilities from Campbell Court. In
either event, such relocation requires (i) the approval of the United States
Department of Transportation, Federal Transit Administration (FTA); (ii) the
acquisition of the GRTC Relocation Parcels by the City; and (iii) either the
construction of the Temporary Transit Facility or the Permanent Transit Facility,
as applicable under the terms of this Agreement. GRTC and the City shall
diligently pursue approval of FTA and acquisition of GRTC Relocation Parcels
from the GRTC Relocation Parcels Owners. In the event that (i) FTA fails to
provide the FTA Approvals as described and defined in Article VI, or (ii) the City
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is unable to acquire the GRTC Relocation Parcels by the GRTC Relocations
Parcels Closing Date, this Agreement will automatically terminate and be of no
further force or effect.
4.2 In the event that (i) Developer and the City elect to proceed with the City and
Developer Exchange Agreement following completion of their respective
inspections and due diligence; (ii) the Parties receive the FTA Approvals; (iii)
Developer pays the GRTC Relocation Expenses Payment to the City; and (iv) the
City acquires the GRTC Relocation Parcels, the City shall make available to
GRTC the GRTC Relocation Expense Payment for use in the construction of the
Temporary Transit Facility and the relocation of GRTC's central bus transit
operations from Campbell Court to the Temporary Transit Facility. The City and
GRTC shall enter into GRTC's Construction Right of Entry Agreement for the
purpose of constructing the Temporary Transit Facility. GRTC shall procure
construction services in accordance with Applicable Law and commence
construction of the Temporary Transit Facility.
4.3 In the event that (i) Developer or the City elects to terminate the City and
Developer Exchange Agreement as a result of their respective inspections, and
pursuant to such agreement, Developer is not obligated to provide the GRTC
Relocation Expense Payment to the City; (ii) the FTA Approvals are received;
and (iii) the City acquires the GRTC Relocation Parcels, the City and GRTC shall
enter into GRTC's Construction Right of Entry Agreement for the purpose of
constructing the Permanent Transit Facility. GRTC shall procure construction
services in accordance with Applicable Law and commence construction of the
Permanent Transit Facility.
ARTICLE V
RIGHT OF ENTRY AND INSPECTION PERIODS
PRIOR TO CLOSING
5.1 City's Right of Inspection
5.1.1 The City shall complete the City's due diligence review of Campbell
Court during the City Inspection Period. Should the City determine
during the City Inspection Period that it is not satisfied with Campbell
Court or any characteristics thereof for any reason whatsoever, in the
City's sole and absolute discretion, the City may terminate this
Agreement by notifying GRTC in writing as soon as possible, but no later
than five (5) Days after the end of the City's Inspection Period, of the
City's decision to terminate this Agreement. In such case, this Agreement
shall thereupon be terminated and of no further force and effect, unless
the Parties mutually agree to modify this Agreement to address any such
issue(s). The City shall provide GRTC with its objections to the title of
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Campbell Court, including without limitation, any easement,
encumbrances, or restrictions of record (including all matters shown on
the plat that depicts Campbell Court), within five (5) Days after the end
of the City's Inspection Period.
5.1.2 In connection with the City's due diligence review referenced above,
GRTC hereby grants to the City, its officers, agents, employees,
contractors, subcontractors, licensees, designees, representatives, and
consultants, a revocable right to enter Campbell Court, at any time during
the City's Inspection Period, on not less than two (2) working days prior
written notice to GRTC, in order to survey, make test borings, and carry
out such other examinations, exploratory work, or settings as may be
necessary to complete Phase I and Phase II Environmental Assessments,
or geotechnical assessments, or nondestructive engineering evaluations of
Campbell Court, to otherwise perform the City's due diligence with
respect to Campbell Court, and to store the City's property and
equipment, on the following terms and conditions:
5.1.2.1 If the City exceeds its rights granted under Section 5.1 or fails to
obtain and maintain the insurance required by Section 5.1, GRTC
may immediately revoke its right of entry.
5.1.2.2 The City, to the extent permitted by law, agrees to be responsible
for any and all damages resulting from the activity or activities of
the City, its officers, agents, employees, contractors,
subcontractors, licensees, designees, representatives and
consultants, on Campbell Court in the exercise of the rights
granted under this Section 5.1. The City shall, at its sole cost,
promptly and fully restore any land disturbed by the exercise of the
rights under this Section 5.1 to a condition equal to that existing
immediately prior to entry on Campbell Court if the City does not
purchase Campbell Court.
5.1.2.3 The City shall require each of its contractors ( "City Contractors ")
to indemnify and defend GRTC and the City from any loss,
damage, or claim arising out of the City's access to Campbell
Court pursuant to this Section 5.1 for the purpose of making tests,
inspections, studies, and other investigations. The indemnity
obligations of the City Contractors hereunder are conditioned on
GRTC (i) promptly notifying the City and the City Contractors in
writing of any claim; (ii) cooperating with the City and the City
Contractors in the defense of the claim; and (iii) granting the City
and the City Contractors sole control of defense or settlement of
the claim at the sole cost and expense of the City Contractors.
Under no circumstance shall the City Contractors be obligated to
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indemnify or defend GRTC for or from such party's own
negligence or willful misconduct (which includes, without
limitation, any breach by GRTC of this Agreement), or unlawful
act or omission, or any claim resulting from any of the foregoing.
5.1.2.4 The City shall, at its sole expense, obtain and maintain, or have the
City Contractors obtain and maintain, the insurance set forth
below. Any required insurance shall be effective prior to the
beginning of any work or other performance by the City under this
Section 5.1. The following policies and coverages are required:
(i) Commercial General Liabilitv. Commercial General
Liability insurance, written on an occurrence basis, shall
insure against all claims, loss, cost, damage, expense or
liability from loss of life or damage or injury to persons or
property arising out of the City's and /or City Contractors'
acts or omissions. The minimum limits of liability for this
coverage shall be $1,000,000 per occurrence and
$2,000,000 general aggregate.
(ii) Contractual Liabilitv. Broad form Contractual Liability
insurance shall include the indemnification obligation set
forth above.
(iii) Workers' Compensation. Workers' Compensation insurance
covering the City's and /or City Contractors' statutory
obligation under the laws of the Commonwealth of Virginia
and Employer's Liability insurance shall be maintained for
all its employees engaged in work under this Section 5.1.
Minimum limits of liability for Employer's Liability shall
be $100,000 bodily injury by accident each occurrence;
$500,000 bodily injury by disease (policy limit); and
$100,000 bodily injury by disease (each employee). With
respect to the Workers' Compensation coverage, the City
agrees to use reasonable efforts to obtain a waiver by the
insurance company of rights of subrogation against GRTC
if the policy does not expressly permit a waiver of
subrogation.
(iv) Automobile Liabilitv. The minimum limit of liability for
Automobile Liability Insurance shall be $1,000,000
combined single limit applicable to owned or non -owned
vehicles used in the performance of any work under this
Section 5.1 and shall be written on an occurrence basis.
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5.1.3 The insurance coverages and amounts set forth above may be met by an umbrella
liability policy following the form of the underlying primary coverage in a
minimum amount of $1,000,000. Should an umbrella liability insurance coverage
policy be used, such coverage shall be accompanied by a certificate of
endorsement stating that it applies to the specific policy numbers indicated for the
insurance providing the coverages required by this Section 5. 1, and it is further
agreed that such statement shall be made a part of the certificates of insurance
furnished by the City or the City Contractors to GRTC.
5.1.4 All insurance shall also meet the following requirements: The City and /or the City
Contractors shall furnish to GRTC appropriate documentation showing the type,
amount, effective dates, and date of expiration of policies; that GRTC, its officers,
employees, agents, volunteers, and representatives are named as additional
insureds; where waiver of subrogation is specified with respect to any policy or
insurance required, any such waiver that the City Contractors are able to obtain
shall be specified; insurance coverage shall be in a form and with an insurance
company approved by GRTC, which approval shall not be unreasonably withheld;
and any insurance company providing coverage shall be authorized to do business
in the Commonwealth of Virginia. The City and /or the City Contractors shall
provide GRTC's General Manager with not less than thirty (30) Days advance
notice of cancellation or material alteration of any of the above - required insurance
coverage.
5.1.5 The City, in performing its inspections on Campbell Court pursuant to this
Section 5. 1, shall at all times comply with all Applicable Law.
5.1.6 On the request of GRTC, the City shall, within a reasonable period of time after
receipt of any preliminary or final survey, test results or conclusory reports and
opinion statements, deliver copies of same to GRTC. If GRTC so requests, the
City shall also turn over copies of raw data obtained and any laboratory and
observation reports or analyses. Such copies of all the above shall be provided to
GRTC without charge. All such deliverables shall be without any warranties
whatsoever, and neither the City nor the provider of any report or opinion shall be
deemed to make or have made any representations or warranties to GRTC
regarding such report or opinion, or any information contained therein, and GRTC
may not rely on any such report or opinion, or any information contained therein.
5.2 GRTC's Right of Inspection.
5.2.1 GRTC shall complete GRTC's due diligence review of the GRTC Relocation
Parcels during GRTC's Inspection Period. Should GRTC determine during
GRTC's Inspection Period that it is not satisfied with the GRTC Relocation
Parcels or any characteristics thereof for any reason whatsoever, in GRTC's sole
and absolute discretion, GRTC may terminate this Agreement by notifying the
City in writing as soon as possible, but no later than five (5) Days after the end of
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GRTC's Inspection Period, of GRTC's decision to terminate this Agreement. In
such case, this Agreement shall thereupon be terminated and of no further force
and effect, unless Parties, mutually agree to modify this Agreement to address any
such issue(s). GRTC shall provide the City with its objections to the title of
GRTC Relocation Parcels, including without limitation, any easements,
encumbrances, or restrictions of record (including all matters shown on the plat
that depicts the GRTC Relocation Parcels), within five (5) Days after the end of
GRTC's Inspection Period.
5.2.2 In connection with GRTC's due diligence review referenced above, and pursuant
to the authorization provided by the GRTC Relocation Parcels Owners pursuant
to the GRTC Relocation Parcels Agreement, the City hereby grants to GRTC, its
officers, agents, employees, contractors, subcontractors, licensees, designees,
representatives, and consultants, a revocable right to enter on the GRTC
Relocation Parcels at any time during GRTC's Inspection Period, on not less than
two (2) working days prior written notice to the City and the GRTC Relocation
Parcels Owners, in order to survey, make test borings, and carry out such other
examinations, exploratory work, or settings as may be necessary to complete a
Phase I Environment Site Assessment and, if required by the Phase I
Environmental Site Assessment, Phase Il Environmental Site Assessments; or
geotechnical assessments, or nondestructive engineering evaluations of the GRTC
Relocation Parcels, to otherwise perform GRTC's due diligence with respect to
the GRTC Relocation Parcels, and to store GRTC's property and equipment, on
the following terms and conditions:
5.2.2.1 If GRTC exceeds its rights granted under Section 5.2, or fails to
require GRTC's contractors to maintain and provide the insurance
coverages provided herein, the City or the GRTC Relocation
Parcels Owners may immediately revoke this right of entry.
5.2.2.2 GRTC, to the extent permitted by Applicable Law, agrees to be
responsible for any and all damages resulting from the activity or
activities of GRTC, its officers, agents, employees, contractors,
subcontractors, licensees, designees, representatives and
consultants, on GRTC Relocation Parcels in the exercise of the
rights granted under this Section 5.2. GRTC shall, at its sole cost,
promptly and fully restore any land disturbed by the exercise of the
rights under this Section 5.2 to a condition equal to that existing
immediately prior to entry on any of the GRTC Relocation Parcels
if GRTC does not purchase the GRTC Relocation Parcels.
5.2.2.3 GRTC shall require its contractors ( "GRTC Contractors ") to
indemnify and defend the City and the GRTC Relocation Parcels
Owners from any loss, damage, or claim arising out of GRTC's
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access to any of the GRTC Relocation Parcels pursuant to this
Section 5.2 for the purpose of making tests, inspections, studies,
and other investigations. The indemnity obligations of GRTC
Contractors hereunder are conditioned on the City or the GRTC
Relocation Parcels Owners promptly notifying GRTC and the
GRTC Contractors in writing of any claim; cooperating with
GRTC Contractors in the defense of the claim; and granting GRTC
Contractors sole control of defense or settlement of the claim at the
sole cost and expense of GRTC Contractors. Under no
circumstance shall GRTC Contractors be obligated to indemnify or
defend the City or the GRTC Relocation Parcels Owners for or
from the City or the GRTC Relocation Parcels Owner's own
negligence or willful misconduct (which includes, without
limitation, any breach by the City of this Agreement), or unlawful
act or omission, or any claim resulting from any of the foregoing.
5.2.2.4 GRTC shall require each of the GRTC Contractors who enter the
GRTC Relocation Parcels under this Section 5.2, at the sole
expense of such GRTC Contractors, to obtain and maintain, or
have its contractors or representatives obtain and maintain, the
insurance set forth below. Any required insurance shall be
effective prior to the beginning of any work or other performance
by GRTC under this Section 5.2. The following policies and
coverages are required:
(i) Commercial General Liabilitv. Commercial General
Liability insurance, written on an occurrence basis, shall
insure against all claims, loss, cost, damage, expense or
liability from loss of life or damage or injury to persons or
property arising out of such contractor's acts or omissions.
The minimum limits of liability for this coverage shall be
$1,000,000 per occurrence and $2,000,000 general
aggregate.
(ii) Contractual Liabilitv. Broad form Contractual Liability
insurance shall include the indemnification obligation set
forth above.
(iii) Workers' Compensation. Workers' Compensation insurance
covering such contractor's statutory obligation under the
laws of the Commonwealth of Virginia and Employer's
Liability insurance shall be maintained for all its employees
engaged in work under this Section 5.2. Minimum limits of
liability for Employer's Liability shall be $100,000 bodily
injury by accident each occurrence; $500,000 bodily injury
by disease (policy limit); and $100,000 bodily injury by
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disease (each employee). With respect to the Workers'
Compensation coverage, GRTC agrees to require GRTC
Contractors to use reasonable efforts to obtain a waiver by
the insurance company of rights of subrogation against the
City if the policy does not expressly permit a waiver of
subrogation.
(iv) Automobile Liability. The minimum limit of liability for
Automobile Liability Insurance shall be $1,000,000
combined single limit applicable to owned or non -owned
vehicles used in the performance of any work under this
Section 5.2, and shall be written on an occurrence basis.
5.2.3 The insurance coverages and amounts set forth above may be met by an umbrella
liability policy following the form of the underlying primary coverage in a
minimum amount of $1,000,000. Should an umbrella liability insurance coverage
policy be used, such coverage shall be accompanied by a certificate of
endorsement stating that it applies to the specific policy numbers indicated for the
insurance providing the coverages required by this Section 5.2, and it is further
agreed that such statement shall be made a part of the certificates of insurance
furnished to the City.
5.2.4 All insurance shall also meet the following requirements: GRTC or the GRTC
Contractors shall furnish to the City and GRTC Parcel Owners appropriate
documentation showing the type, amount, effective dates, and date of expiration
of policies; that the City, GRTC Relocation Parcels Owners, and their respective
officers, employees, agents, volunteers, and representatives are named as
additional insureds; where waiver of subrogation is specified with respect to any
policy or insurance required, any such waiver that GRTC Contractors are able to
obtain shall be specified; insurance coverage shall be in a form and with an
insurance company approved by the City's Risk Manager, which approval shall
not be unreasonably withheld; and any insurance company providing coverage
shall be authorized to do business in the Commonwealth of Virginia. GRTC
Contractors shall provide the City with not less than thirty (30) Days advance
notice of cancellation or material alteration of any of the above - required insurance
coverage.
5.2.5 GRTC, in performing its inspections on GRTC Relocation Parcels pursuant to this
Section 5.2, shall at all times comply with all Applicable Law.
5.2.6 On the request of the City, GRTC shall, within a reasonable period of time after
receipt of any preliminary or final survey, test results or conclusory reports and
opinion statements, deliver copies of same to the City and GRTC Relocation
Parcels Owners. If the City or GRTC Relocation Parcels Owner so requests,
GRTC shall also turn over copies of raw data obtained and any laboratory and
observation reports or analyses. Such copies of all the above shall be provided to
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the City and GRTC Relocation Parcels Owners without charge. All such
deliverables shall be without any warranties whatsoever, and neither GRTC nor
the provider of any report or opinion shall be deemed to make or have made any
representations or warranties to the City and GRTC Relocation Parcel Owner
regarding such report or opinion, or any information contained therein, and the
City and GRTC Relocation Parcels Owners may not rely on any such report or
opinion, or any information contained therein.
ARTICLE VI
FTA APPROVAL
6.1 The Parties acknowledge and confirm that the transactions contemplated by this
Agreement and the GRTC Relocation Parcels Agreement are subject to the prior review,
consent and approval by FTA, on terms and conditions acceptable to the City and GRTC
( "FTA Approvals "). In the event that FTA does not provide its consent and approval on
terms and conditions acceptable to the City and GRTC by the expiration of GRTC's
Inspection Period this Agreement shall terminate and neither Party shall have any further
rights herein.
6.2 GRTC shall diligently pursue the FTA Approvals with FTA following the Effective Date.
The City agrees to cooperate with GRTC in seeking the FTA Approvals.
6.3 The Parties acknowledge and agree that the FTA Approvals are an essential condition
precedent under this Agreement for the benefit of GRTC and cannot, under any
circumstance be waived by the Parties.
ARTICLE VII
GRTC APPROVALS
7.1 Upon (a) completion of GRTC's Inspection Period, (b) notification from GRTC that
GRTC elects to proceed with the acquisition of the GRTC Relocation Parcels, (c)
notification that the City desires to proceed with the acquisition of Campbell Court, and
(d) the City has acquired the GRTC Relocation Parcels, GRTC shall, within GRTC's
Approval Period seek and obtain all Approvals needed or deemed necessary for GRTC to
construct, operate, and maintain (i) the Temporary Transit Facility at the GRTC
Relocation Parcels; or (ii) the Permanent Transit Facility at the GRTC Relocation
Parcels.
7.2 GRTC may extend the term of GRTC's Approval Period for an additional 90 Days
provided that (i) GRTC is diligently pursuing all Approvals in good faith; and (ii) GRTC
provides the City with notice of GRTC's election to extend the term of GRTC's Approval
Period and such notice is provided to the City prior to the expiration of GRTC's
Approval Period.
7.3 Upon the happening of the events set forth in Section 7.1 the Parties will execute GRTC's
Construction Right of Entry Agreement with respect to construction of the Temporary
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Facility or the Permanent Transit Facility, as applicable under the terms of this
Agreement.
ARTICLE VIII
CITY'S ACQUISITION OF GRTC RELOCATION PARCELS
8.1 By the GRTC Relocation Parcels Closing Date and prior to the Closing Date set forth in
this Agreement, the City shall acquire good and marketable title, fee simple interest in
each of the GRTC Relocation Parcels in accordance with the terms of the GRTC
Relocation Agreement, a fully executed copy of which agreement has been reviewed and
approved by GRTC. The City shall, at the City's cost and expense, obtain owner's title
insurance policies for each of the GRTC Relocation Parcels, each policy insuring title of
each of the GRTC Relocation Parcels without special exceptions and without standard
conditions for (i) parties in possession; (ii) mechanics' liens; and (iii) matters that would
be revealed by an accurate ground survey. The City shall provide to GRTC certified
copies of the deeds transferring title to the GRTC Relocation Parcels to the City, as
recorded in the Clerk's Office of the Circuit Court of the City of Roanoke, Virginia,
together with fully executed copies of the title insurance policies.
8.2 The City shall hold title to the GRTC Relocation Parcels, free and clear of all liens,
claims and encumbrances, and shall not voluntarily place, or involuntarily suffer, any
deed of trust, lien, claim, or restriction from the date on which the City acquires title to
the respective GRTC Relocation Parcels through and including the Closing.
ARTICLE IX
TITLE
9.1 Title to Campbell Court.
The City's obligation to purchase Campbell Court at the Closing is conditioned on
Campbell Court being conveyed by GRTC to the City by the Campbell Court Deed, free
and clear of all restrictions, encumbrances, and liens except for such restrictions,
encumbrances, and liens that constitute City Permitted Encumbrances. City Permitted
Encumbrances with respect to Campbell Court means and includes the following:
9.1.1 Ad valorum real property taxes (including the downtown district special
assessments), stormwater utility fees, and solid waste collection fees for the
current year, not yet due and payable.
9.1.2 The conditions set forth on the plats prepared by the City and which are
acceptable to the City.
9.1.3 Easements, restrictions and encumbrances designated by the City in writing as
being acceptable to the City following the City's review of the preliminary title
report for Campbell Court and such other diligence as the City elects to perform.
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The City acknowledges and agrees that GRTC has no obligation to remove,
amend or alter any easement, restriction, or encumbrance of record, other than to
pay in full, the amount secured by a lien, deed of trust, or other encumbrance.
GRTC shall satisfy, at its sole expense, such deed of trust, lien or encumbrance
that may be removed and discharged as a matter of record and record evidence
that lien, deed of trust or other encumbrance has been satisfied in full and
discharged. The City's sole remedy is to accept title subject to such easement,
restriction, or encumbrance as a City Permitted Encumbrance or terminate the
Agreement. In the event that the City elects to terminate this Agreement, the City
shall provide GRTC with written notice of such termination, and no Party shall
have any further rights or obligations under this Agreement. Notwithstanding the
foregoing, GRTC shall be obligated to terminate all leases, licenses, and permits
to possess and use any portion of Campbell Court, including all leases identified
in Exhibit D attached hereto and made a part hereof, and all permits, licenses and
permission to park vehicles at Campbell Court.
9.2 Title to the GRTC Relocation Parcels.
GRTC's obligation to purchase the GRTC Relocation Parcels at the Closing is
conditioned upon all of the GRTC Relocation Parcels being conveyed by the City to
GRTC by the GRTC Relocation Parcels Deed, free and clear of all restrictions,
encumbrances, and liens, except for such restrictions, encumbrances, and liens that
constitute the GRTC Permitted Encumbrances. GRTC Permitted Encumbrances with
respect to the GRTC Relocation Parcels means and includes the following:
9.2.1 Ad valorum real property taxes (including the downtown district special
assessments), stormwater utility fees, and solid waste collection fees for the
current year, not yet due and payable.
9.2.2 The conditions set forth on the plats prepared by GRTC, and acceptable to GRTC.
9.2.3 Easements, restrictions and encumbrances designated by GRTC in writing as
being acceptable to GRTC following GRTC's review of the preliminary title
report for GRTC Relocation Parcels and such other diligence as GRTC elects to
perform.
GRTC acknowledges and agrees that the City has no obligation to remove, amend
or alter any easement, restriction, or encumbrance of record, other than to pay in
full, the amount secured by a lien, deed of trust, or other encumbrance. The City
shall satisfy, at its sole expense, such deed of trust, lien or encumbrance that may
be removed and discharged as a matter of record and record evidence that lien,
deed of trust or other encumbrance has been satisfied in full and discharged.
GRTC's sole remedy is to accept title subject to such easement, restriction, or
encumbrance as a GRTC Permitted Encumbrance or terminate the Agreement. In
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the event that GRTC elects to terminate this Agreement, GRTC shall provide the
City with written notice of such termination, and no Party shall have any further
rights or obligations under this Agreement.
ARTICLE X
CONDITIONS TO CLOSE THE SALE OF CAMPBELL COURT
10.1 Conditions to the City's Obligations to Close.
The following are conditions precedent to the City's obligation to purchase Campbell Court:
10.1.1 The fulfillment to the City's reasonable satisfaction of GRTC's obligation to
convey title to Campbell Court on the Closing Date to the City pursuant to the
terms and conditions of this Agreement.
10.1.2 The City must be satisfied in its sole discretion with the results of its due
diligence and inspection of Campbell Court.
10.1.3 GRTC must not be in default of GRTC's obligations under this Agreement, and
GRTC's representations and warranties in this Agreement must remain true and
correct as of the Closing.
10.1.4 The Title Company's commitment to issue, on payment of its normal premium, to
the City, its A.L.T.A. (Form B) Owner's Policy of Title Insurance insuring the
City in the amount of the Campbell Court Purchase Price in respect of Campbell
Court and that title is vested in the City subject only to the City Permitted
Encumbrances.
All of the foregoing conditions are for the benefit of the City, and the City may choose, in the
City's sole discretion, to proceed with the Closing, despite having knowledge that one or more of
the above conditions have not been satisfied.
10.2 Conditions to GRTC's Obligation to Close.
The following are conditions precedent to GRTC's obligation to sell Campbell Court to
the City:
10.2.1 The City acquires all rights, title, and interest of the GRTC Relocation Parcel
Owners in the GRTC Relocation Parcels in accordance with the terms and
conditions of the GRTC Relocation Parcels Agreement.
10.2.2 Either (i) in the event that the City and Developer Exchange Agreement remains
in force and effect and Developer has paid the GRTC Relocation Expenses
Payment to the City, GRTC completes construction of the Temporary Transit
Facility and GRTC receives Approvals, including the Certificate of Occupancy
needed to occupy and operate its central bus transit operations at the Temporary
Transit Facility; or (ii) in the event that the City and Developer Exchange
Agreement has been terminated, GRTC completes construction of the Permanent
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DRAFT DATE: January 7, 2019
Transit Facility and GRTC receives Approvals, including the Certificate of
Occupancy needed to occupy and operate its central bus transit operations at the
Permanent Transit Facility.
10.2.3 GRTC must be satisfied in its sole discretion with the results of its due diligence
and inspections of the GRTC Relocation Parcels.
10.2.4 The City must not be in default of the City's obligations under this Agreement,
and the City's representations and warranties in this Agreement must remain true
and correct as of the Closing.
All of the foregoing conditions are for the benefit of GRTC, and GRTC may choose, in its sole
discretion, to proceed with the Closing, despite having knowledge that one or more of the above
conditions have not been satisfied.
10.3 Conditions to Close on Campbell Court to which the City and GRTC are Subject
Notwithstanding the conditions precedent to the City's obligation to close on the
acquisition of Campbell Court by the City and the conditions precedent to GRTC's
obligation to close on the transfer of Campbell Court to the City, the obligation of the
Parties to close on the sale of Campbell Court are expressly subject to:
10.3.1 Receipt of the FTA Approvals, without conditions or restrictions unacceptable
to the City or GRTC. Under no circumstances may either Party waive this
condition.
10.3.2 The Temporary Transit Facility or the Permanent Transit Facility, as applicable
under the terms of this Agreement, for use by GRTC has been substantially
completed, available for use by GRTC in accordance with Applicable Law,
including issuance of a Certificate of Occupancy to GRTC.
10.3.3 The Parties are prepared to close on the sale of the GRTC Relocation Parcels at
Closing, subject only to the consummation of the transfer of Campbell Court to
the City in accordance with this Agreement.
ARTICLE XI
CONDITIONS TO CLOSE THE SALE OF
THE GRTC RELOCATION PARCELS
11.1 Conditions to GRTC's Obligation to Close.
The following are conditions precedent to GRTC's obligation to purchase the GRTC Relocation
Parcels:
11.1.1 The fulfillment to GRTC's reasonable satisfaction of the City's obligation to
convey title to the GRTC Relocation Parcels on the Closing Date to GRTC
pursuant to the terms and conditions of this Agreement.
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11. 1.2 GRTC shall have obtained, at GRTC's expense, all Approvals as applicable under
Section 10.2.2 hereof.
11.1.3 GRTC must be satisfied in its sole discretion with the results of its due diligence
and inspections of the GRTC Relocation Parcels conducted during GRTC's
Inspection Period.
11.1.4 The City must not be in default of the City's obligations under this Agreement
and the City's representations and warranties in the Agreement must remain true
and correct as of the Closing.
11.1.5 The Title Company's commitment to issue, on payment of its normal premium, to
GRTC its A.L.T.A. (Form B) Owner's Policy of Title Insurance insuring GRTC
in the amount of the GRTC Relocation Parcels Purchase Price in respect to the
GRTC Relocation Parcels that title to the GRTC Relocation Parcels is vested in
GRTC subject only to GRTC Permitted Encumbrances.
All of the forgoing conditions are for the benefit of GRTC, and GRTC may choose, in its sole
discretion, to proceed with the Closing despite having knowledge that one or more of the above
conditions have not been satisfied.
11.2 Conditions to the City's Obligation to Close.
The following are conditions precedent to the City's obligation to sell the GRTC Relocation
Parcels to GRTC:
11.2.1 GRTC must not be in material default of GRTC's obligation under this
Agreement.
11.2.2 GRTC's representations and warranties in this Agreement remain true and correct
as of the Closing.
All of the forgoing conditions are for the benefit of the City and the City may choose, in its sole
discretion, to proceed with the Closing despite having knowledge that one or more of the above
conditions have not been satisfied.
11.3 Conditions to Close on GRTC Relocation Parcels to which the City and GRTC are
Subs ect.
Notwithstanding the conditions precedent on GRTC's obligation to close on the
acquisition of the GRTC Relocation Parcels by GRTC, and the conditions precedent to
the City's obligations to close on the transfer of the GRTC Relocation Parcels to GRTC,
the obligation of the Parties to close on the GRTC Relocation Parcels is expressly subject
to consummation of the transfer of Campbell Court to the City at the Closing in
accordance with the terms and conditions of this Agreement. Under no circumstance may
either Party waive this condition.
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ARTICLE XII
CLOSING DATE
12.1 Closing Date. The Closing date shall occur prior to June 30, 2021 on a date selected by
the City ( "Closing Date ") that is on the date which is the later to occur of (i) within thirty
(30) Days to one hundred twenty (120) Days after satisfaction of all conditions set forth
in Article X and XI of this Agreement; or (ii) Thirty (30) Days after GRTC (x) completes
construction of the Temporary Transit Facility or the Permanent Transit Facility, as
applicable under the terms of this Agreement, (y) receives a Certificate of Occupancy for
the use and operation of the Temporary Transit Facility, or the Permanent Transit
Facility, as applicable under the terms of this Agreement, and (z) vacates Campbell
Court and commences its central bus transit operations at the GRTC Relocation Parcels.
The City shall provide GRTC with not less than thirty (30) Days advance written notice
of the Closing Date. The Closing shall occur at a mutually acceptable time (anticipated
to be approximately 10:00 a.m. prevailing Roanoke, Virginia time) on the Closing Date
in the Office of the City Attorney, or at such other location and time as the Parties shall
approve.
ARTICLE XIII
CLOSING DELIVERABLES AND MECHANICS
13.1 GRTC's Obligations at Closing.
On the Closing Date, GRTC shall (i) sell and convey Campbell Court to the City, and
(ii) purchase and acquire the GRTC Relocation Parcels from the City, by delivering or
causing to be delivered to the City the following:
13.1.1 The duly executed and acknowledged Campbell Court Deed conveying to
the City Campbell Court in accordance with the provisions of this
Agreement, in its "as is" condition without any representations or
warranties with respect to the presence of hazardous materials. At the
request of the City, GRTC shall convey Campbell Court to the City by
using the survey of Campbell Court obtained by the City during the City's
Inspection Period as the description in the Campbell Court Deed.
13.1.2 A mechanic's lien affidavit executed by GRTC, satisfactory to the Title
Company, and to the effect that no work has been performed on Campbell
Court by GRTC in the 125 Days immediately preceding the Closing Date
that could result in a mechanic's lien claim or, if such work has been
performed, it has been paid in full.
13.1.3 Such documents as may be reasonably required by the Title Company to
evidence that authority of the person(s) executing the various documents
on behalf of GRTC in connection with the sale of Campbell Court.
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13.1.4 A written certification that GRTC's warranties and representations in
Section 17.1 of this Agreement remain true and correct as of the Closing
Date.
13.1.5 A duly executed counterpart of a closing statement for the Closing.
13.1.6 Any other documents or items to be delivered pursuant to this Agreement
or other documents reasonably required by the Title Company and that do
not include the payment of money, indemnity, or the assumption of any
liability or obligation.
13.1.7 The title commitment from the Title Company agreeing to insure title to
the GRTC Relocation Parcels, without standard exclusions or special
exemptions, is vested, in fee simple in GRTC.
13.2 The City's Obligations at Closing.
On the Closing Date, the City shall (i) purchase and acquire Campbell Court from
GRTC, and (ii) sell and transfer the GRTC Relocation Parcels to GRTC, by delivering
or causing to be delivered to GRTC the following:
13.2.1 The duly executed GRTC Relocation Parcels Deed, conveying to GRTC
the GRTC Relocation Parcels in accordance with the provisions of this
Agreement in their "as is" condition without any warranties or
representations with respect to the presence of hazardous materials. At the
request of GRTC, the City shall convey the GRTC Relocation Parcels to
GRTC by using the survey of the GRTC Relocation Parcels obtained by
GRTC during GRTC's Inspection Period as the description in the GRTC
Relocation Parcels Deed.
13.2.2 A copy of the owner's title insurance policy, without standard exclusions
or special exceptions, issued and effective, insuring fee simple title to the
GRTC Relocation Parcels is vested in the City.
13.2.3 A mechanics' lien affidavit executed by the City, satisfactory to the Title
Company, and to the effect that no work has been performed at the GRTC
Relocation Parcels by the City in the 125 Days immediately preceding the
Closing Date that could result in a mechanic's lien claim, or, if such work
has been performed, it has been paid in full.
13.2.4 Such documents as may be reasonably required by GRTC to evidence the
authority of the person(s) executing the various documents on behalf of
the City in connection with this Agreement.
13.2.5 A written certification that the City's representations and warranties set
forth in Section 17.2 of this Agreement remain true and correct as of the
Closing Date.
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13.2.6 A duly executed counterpart of the closing statement for the Closing.
13.2.7 Any other documents required to be delivered pursuant to this Agreement
or reasonably required by GRTC and that do not require (except as set
forth in this Agreement) the payment of money, indemnity or the
assumption of any liability or obligation.
13.2.8 The title commitment from the Title Company agreeing to insure title to
Campbell Court, without standard exclusions ' or special exceptions, is
vested in fee simple in the City.
13.3 Prorated Expenses.
At the Closing, real property taxes, stormwater utility fees, and solid waste collection
fees, if any, shall be prorated as follows, with respect to Campbell Court, GRTC shall be
responsible for all amounts due prior to the Closing Date and the City being responsible
for all periods thereafter; and with respect to the GRTC Relocation Parcels, the City shall
be responsible for all amounts due prior to the Closing Date and GRTC being responsible
for all periods thereafter. The settlement of such prorated expenses shall occur at the
Closing or as soon thereafter as reasonably possible.
13.4 The City's Expenses.
The City shall pay for (i) all costs of the City's investigations of Campbell Court,
including but not limited to the City's examination of title; (ii) all attorneys' fees and
expenses incurred by legal counsel for the City; (iii) any Grantee's tax and the recording
charges required in connection with the Campbell Court Deed; (iv) the title insurance
premium for issuance of the Title Policy for Campbell Court; and (v) Grantor's Tax, if
any, for the transfer of the GRTC Relocation Parcels. The City shall also be responsible
for all tenant relocation expenses for tenants at Campbell Court in the event that
Developer fails to pay such expenses as required under the terms of the City and
Developer Exchange Agreement.
13.5 GRTC's Expenses.
GRTC shall pay for (i) all costs of GRTC's investigations of the GRTC Relocation
Parcels; (ii) all attorneys' fees and expenses incurred by legal counsel for GRTC; (iii) any
Grantee's tax and the recording charges required in connection with the GRTC
Relocation Parcels Deed; (iv) the title insurance premium for issuance of the Title Policy
for GRTC Relocation Parcels; and (v) Grantor's Tax, if any, for the transfer of Campbell
Court.
13.6 Possession.
13.6.1 GRTC shall deliver exclusive possession of Campbell Court free and clear of all
tenants, licensees, or permitees to the City on the Closing Date, subject to the
provisions of this Agreement.
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DRAFT DATE: January 7, 2019
13.6.2 The City shall deliver exclusive possession of the GRTC Relocation Parcels free
and clear of all tenants, licensees, or permitees to GRTC on the Closing Date,
subject to the provisions of this Agreement.
ARTICLE XIV
CONDEMNATION
14.1 The City has no actual knowledge of any pending or threatened condemnation of GRTC
Relocation Parcels. However, if, after the Effective Date and prior to the Closing Date,
all or any part of GRTC Relocation Parcels is subject to a bona fide threat of
condemnation or condemned or taken by a Government Entity having the power of
eminent domain or a transfer in lieu of condemnation, the City shall promptly notify
GRTC in writing and within thirty (30) Days after receipt of written notice, either Party
may, by written notice to the other party elect to cancel this Agreement prior to the
Closing Date, in which event all Parties shall be relieved and released of and from any
further duties, obligations, rights, or liabilities hereunder, and this Agreement shall be
deemed terminated and of no further force and effect. If no such election is made by
either Party to cancel this Agreement, this Agreement shall remain in full force and effect
and the purchase contemplated herein, less any interest taken by condemnation or
eminent domain, shall be effected with no further adjustments, and on the Closing Date
the City shall assign, transfer, and set over to GRTC all of the right, title, and interest of
the City in and to any awards that have been or that may thereafter be made for any such
taking or takings with respect to GRTC Relocation Parcels.
14.2 GRTC has no actual knowledge of any pending or threatened condemnation of the
Campbell Court. However, if, after the Effective Date, and prior to the Closing Date, all
or any part of the Campbell Court are subject to a bona fide threat of condemnation or
condemned or taken by a Government Entity having a power of eminent domain or a
transfer in lieu of condemnation, GRTC shall promptly notify the City in writing and
within thirty (30) Days after receipt of written notice, either Party may, by written notice
to the other, elect to cancel this Agreement prior to the Closing Date, in which event all
Parties shall be relieved and released of any further duties, obligations, rights, or
liabilities hereunder and this Agreement shall be deemed terminated and of no further
force or effect. If no such election is made by either Party to cancel this Agreement, this
Agreement shall remain in full force and effect and the purchase contemplated herein,
less any interest taken in condemnation or eminent domain, shall be effected without
further adjustment and on the Closing Date, GRTC shall assign, transfer, and set over to
the City all of the right, title, and interest of GRTC in and to any awards that have been
made or may thereafter be made for any such taking or takings with respect to Campbell
Court.
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ARTICLE XV
RISK OF LOSS
15.1 Risk of loss by fire or other casualty for Campbell Court shall be on GRTC until the
Closing is completed, subject only to the obligations of the Parties under this Agreement.
If Campbell Court is substantially damaged or destroyed before the Closing by such
casualty, then either of the Parties may cancel this Agreement by giving written notice of
such cancellation to the other Party and neither Party will have any further obligations to
the other (except as otherwise specifically provided in this Agreement). In the event that
neither Party cancels this Agreement, the City shall acquire Campbell Court in
accordance with this Agreement and shall receive all proceeds of insurance. GRTC shall
maintain fire and extended coverage insurance on Campbell Court in amounts and
conditions currently in place, pending consummation of the Closing.
15.2 Risk of loss by fire or other casualty for the GRTC Relocation Parcels shall be on the
City until the Closing is completed, subject only to the obligations of the Parties under
this Agreement. If the GRTC Relocation Parcels are substantially damaged or destroyed
before the Closing by such casualty, then GRTC may elect to (i) acquire the GRTC
Relocation Parcels and receive all proceeds of insurance received by the City; or (ii)
cancel the Closing, in which event, neither Party will have any further obligations to the
other (except as otherwise specifically provided in this Agreement). The City shall
maintain fire and extended coverage insurance on the GRTC Relocation Parcels, after
acquisition of the acquisition of the GRTC Relocation Parcels by the City, at the full
replacement value, pending consummation of the Closing.
ARTICLE XVI
BROKER'S COMMISSIONS
16.1 The Parties represent, and warrant that they have not incurred any liability or obligation,
whether contingent or otherwise, for a brokerage commission, a finder's fee, or any other
similar payment in connection with this Agreement or the transaction contemplated
herein.
ARTICLE XVII
REPRESENTATIONS AND WARRANTIES
17.1 GRTC's Representations and Warranties.
GRTC represents and warrants, as of the Effective Date and as of the Closing, to the City,
with respect to Campbell Court that:
17. 1.1 Title. GRTC is the legal and beneficial fee simple title holder of Campbell Court,
and will have good, marketable title to Campbell Court, free and clear of all liens,
encumbrances, claims, covenants, conditions, restrictions, easements, right -of-
way, options, judgments, or other matters, subject only to the City Permitted
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DRAFT DATE: January 7, 2019
Encumbrances. GRTC will convey Campbell Court to the City by Campbell
Court Deed.
17.1.2 Special Taxes. Campbell Court is subject to the Downtown Service District
special assessment set forth in Sections 32 -102 through 32- 102.4, Code of GRTC
of Roanoke (1979), as amended. GRTC has no knowledge of, nor has it received
notice of, any other special assessments or special taxes relating to Campbell
Court or any part thereof.
17.1.3 Condemnation. GRTC has no knowledge of any pending or threatened
proceedings for condemnation or the exercise of the right of eminent domain as to
any part of Campbell Court or the limiting or denying of any right of access
thereto.
17.1.4 Hazardous Materials. GRTC makes no representations with respect to Campbell
Court.
17.1.5 Leases. Campbell Court is subject to the Leases identified in Exhibit D attached
hereto and made a part hereof. Such leases shall not be modified, amended, or
extended without the prior written approval of the City.
17.1.6 Access. Access to Campbell Court is provided at Campbell Avenue, S.W., and
Salem Avenue, S.W., public streets.
17.1.7 No Conflicts. GRTC's execution and performance of this Agreement does not (i)
breach any other agreement to which GRTC is a party; or (ii) violate any law,
judgment, or order to which GRTC is subject.
17.1.8 No Notice of Violation. GRTC has received no notice of any violation of the
zoning requirements or other Applicable Law with respect to Campbell Court.
17.1.9 No Litigation. No litigation, claim, or arbitration is pending or, to the knowledge
of GRTC, threatened, with regard to Campbell Court.
17.1.10 Corporate Status. GRTC is a Virginia corporation, qualified to conduct business
and in good standing in Virginia, and has the right to own its assets and operate it
business in the ordinary course.
The stockholder of GRTC is the City of Roanoke, Virginia.
The officers and directors of GRTC are:
Robert S. Cowell, Jr., Vice - President of Operations
Sherman M. Stovall, Assistant Vice - President of Operations
Stephanie M. Moon Reynolds, Secretary
Cecelia F. McCoy, Assistant Secretary
Daniel J. Callaghan, General Counsel
Amelia C. Merchant, Treasurer
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DRAFT DATE: January 7, 2019
The proper officers of GRTC have been authorized to execute and perform
this Agreement, the documents and agreements referred to in this
Agreement, and take all actions necessary to effectuate this Agreement on
behalf of GRTC.
17.2 City's Representation and Warranties.
The City represents and warrants, as of the Effective Date and as of the Closing, with
respect to GRTC Relocation Parcels, that:
17.2.1 Title. The City has legal, binding agreements to acquire the GRTC
Relocation Parcels and, as of the GRTC Relocation Parcels Closing will
be the legal and beneficial fee simple titleholder of GRTC Relocation
Parcels and has good, marketable title to GRTC Relocation Parcels, free
and clear of all liens, encumbrances, claims, covenants, conditions,
restrictions, easements, rights of way, options, judgments, or other
matters, created by the City, subject to the GRTC Permitted
Encumbrances. The City will convey title to the GRTC Relocation
Parcels to GRTC by the GRTC Relocation Parcels Deed.
17.2.2 Condemnation. The City has no knowledge of any pending or threatened
proceedings for condemnation or the exercise of the right of eminent
domain as to any part of GRTC Relocation Parcels or the limiting or
denying of any right of access thereto.
17.2.3 Special Taxes. The GRTC Relocation Parcels are subject to the
Downtown Service District special assessment as set forth in Sections 32-
102 through 32- 102.4, Code of City of Roanoke (1979), as amended. The
City has no knowledge of, nor has it received any notice of, any other
special taxes or assessments relating to the GRTC Relocation Parcels or
any part thereof.
17.2.4 Hazardous Materials. The City makes no warranties, covenants, or
representations of any type regarding hazardous materials of any type.
17.2.5 Access. Ingress to and egress from the GRTC Relocation Parcels is
available and provided through Salem Avenue, S.W., and Norfolk
Avenue, S.W., public streets.
17.2.6 No Conflicts. The City's execution and performance of this Agreement
does not: (i) breach any other agreement to which the City is a party; or
(ii) violate any law, judgment, or order to which the City is subject.
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DRAFT DATE: January 7, 2019
17.2.7 No Notice of Violations. The City has received no notice of any violation
of zoning requirements or other ordinances, rules or regulations with
respect to GRTC Relocation Parcels.
17.2.8 No Litigation. There is no litigation, claim, or arbitration, pending or, to
the knowledge of the City, threatened, with regard to GRTC Relocation
Parcels.
ARTICLE XVIII
DEFAULT IN CLOSING OBLIGATIONS
18.1 City Default. In the event that the Closing does not occur solely by reason of default by
the City, and GRTC has fully performed its obligations and is prepared to consummate the
Closing, GRTC shall have all of its remedies at law or in equity, including the remedy of specific
performance. GRTC may also terminate this Agreement and neither Party shall have any further
rights or obligations hereunder.
18.2 GRTC Default. In the event that the Closing does not occur solely by reason of
default by GRTC, and the City has fully performed its obligations and is prepared to
consummate the Closing, the City shall have all of its remedies at law or in equity, including the
remedy of specific performance. The City may also terminate this Agreement, in which event
neither Party shall have any further rights or obligations hereunder.
ARTICLE XIX
LIMITATIONS ON ASSIGNMENTS
Each Party agrees not to assign or transfer any part of the Party's rights or obligations
under this Agreement without the prior written consent of the other Party, which consent shall
not be unreasonably withheld, and any such assignment shall not relieve the assigning Party from
any of its obligations under this Agreement.
ARTICLE XX
NOTICES
All notices hereunder must be in writing and shall be deemed validly given, by personal
service, if sent by certified mail, return receipt requested, or by a nationally recognized overnight
courier, addressed as follows (or any other address the party to be notified may have designated
to the sender by like notice):
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DRAFT DATE: January 7, 2019
If to City: City of Roanoke,
ATTN: City Manager
364 Noel C. Taylor Municipal Building
215 Church Avenue, S.W.
Roanoke, Virginia 24011
Fax No. 540- 853 -1138
With a Copy to: City of Roanoke Department of Economic Development
ATTN: Economic Development Director
117 Church Avenue, S.W.
Roanoke, Virginia 24011
Fax No. 540- 853 -1213
If to GRTC: Kevin L. Price, General Manager
Greater Roanoke Transit Company
1108 Campbell Avenue, S.E.
Roanoke, VA 24013
Fax No. 540- 982 -2703
With a Copy to: Attn: Vice President of Operations, GRTC
364 Noel C. Taylor Municipal Building
215 Church Avenue, SW
Roanoke, VA 24011
Fax No. (540) 853 -1138
Notice shall be deemed delivered on the date of personal service, five days after deposit in the
United States mail, or the day after delivery to a nationally recognized overnight courier.
ARTICLE XXI
APPROVAL BY CITY COUNCIL
This Agreement is subject to approval by the City Council of the City of Roanoke after
public hearing. GRTC shall be responsible for all advertising costs and other expenses incurred
by the City and paid to third party vendors in connection with public hearings.
ARTICLE XXII
GENERAL PROVISIONS
22.1 Time. Time is of the essence in the performance of the Parties' respective obligations in
this Agreement.
22.2 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on,
the Parties hereto and their respective successors and permitted assigns.
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DRAFT DATE: January 7, 2019
22.3 Counterpart Copies. This Agreement may be executed in one or more counterparts, and
all such counterparts so executed shall constitute one Agreement binding on all of the
Parties hereto, notwithstanding that all of the Parties are not signatories to the same
counterpart.
22.4 Construction. The Parties acknowledge that each Party and its counsel have reviewed
and revised this Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
22.5 Severability. If a provision of this Agreement is determined to be unenforceable in any
respect, the enforceability of the provision in any other respect and of the remaining
provisions of this Agreement shall not be impaired.
22.6 Cooperation. Each Party agrees to cooperate with the other in a reasonable manner to
carry out the intent and purpose of this Agreement.
22.7 Authority To Sign. The persons who have executed this Agreement on behalf of the
Parties represent and warrant they are duly authorized to execute this Agreement on
behalf of their respective entity.
22.8 Non - waiver. Each Party agrees that any Party's waiver or failure to enforce or require
performance of any term or condition of this Agreement or any Party's waiver of any
particular breach of this Agreement by any other Party extends to that instance only.
Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of
this Agreement or a waiver of any other breaches of the Agreement by any Party and
does not bar the non - defaulting Party from requiring the defaulting Party to comply with
all the terms and conditions of this Agreement and does not bar the non - defaulting Party
from asserting any and all rights and /or remedies it has or might have against the
defaulting Party under this Agreement or by law.
22.9 Faith Based Organizations. Pursuant to Virginia Code Section 2.2.4343.1, be advised
that the City and GRTC do not discriminate against faith -based organizations.
ARTICLE XXIII
NONDISCRIMINATION
23.1 GRTC will not discriminate against any employee or applicant for employment because
of race, religion, color, sex, national origin, age, disability, or any other basis prohibited
by state law relating to discrimination in employment, except where there is a bona fide
occupational qualification reasonably necessary to normal operation of GRTC. GRTC
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
23.2 GRTC in all solicitations or advertisements for employees placed by or on behalf of GRC
will state that GRTC is an equal opportunity employer.
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23.3 Notices, advertisements and solicitations placed in accordance with federal law, rule or
regulation shall be deemed sufficient for the purpose of meeting the requirements of this
Section.
ARTICLE XXIV
COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION
GRTC agrees to comply with all Applicable Law, including all licensing requirements. GRTC
further agrees that GRTC does not, and shall not, during the performance of this Agreement,
knowingly employ an unauthorized alien as defined in the federal Immigration Reform and
Control Act of 1986.
ARTICLE XXV
COMPLIANCE WITH STATE LAW; FOREIGN AND DOMESTIC BUSINESSES
AUTHORIZED TO TRANSACT BUSINESS IN THE
COMMONWEALTH OF VIRGINIA
GRTC shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended, which
provides that a contractor organized as a stock or nonstock corporation, limited liability
company, business trust, or limited partnership or registered as a registered limited liability
partnership shall be authorized to transact business in the Commonwealth of Virginia as a
domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise
required by law. GRTC agrees not to allow its existence to lapse or its certificate of authority or
registration to transact business in the Commonwealth of Virginia, if so required under Title 13.1
or Title 50, to be revoked or cancelled at any time before Closing, and to promptly cure any such
lapse, revocation or cancellation following notice from the City. It shall be a condition of the
City's closing obligations under Articles X and XI above that GRTC not be in breach of this
Article XXV.
ARTICLE XXVI
APPROPRIATION OF FUNDS
All obligations or funding to be undertaken by the City in connection with this Agreement are
subject to the availability of funds and the appropriation of such funds by City Council as may be
necessary for such obligations or funding. The City Manager shall include funding for the City's
obligations under this Agreement in appropriation for the project contemplated herein for the
relocation of the central bus transit operations of GRTC. If any such funding is not approved,
withdrawn, or otherwise not made available for this Agreement, with the result that City is
unable to perform its obligations under this Agreement, City shall provide GRTC with written
notice of such unavailability of funding.
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ARTICLE XXVII
FORCE MAJEURE
None of the Parties shall be in default or otherwise liable for any delay in or failure of its
performance under this Agreement if such delay or failure arises by any reason beyond its
reasonable control, including any act of God, any acts of common enemy, the elements,
earthquakes, floods, fires, epidemics, riots, strikes, failures or delay in transportation or
communication, shortages of material, approval delays or any act or failure to act by the other
party or such other party's employees, agents or contractors; provided, however, that GRTC's
lack of funds shall not be deemed to be a reason beyond GRTC's reasonable control. The Parties
shall promptly inform and consult with each other as to any of the above causes which in their
judgment may or could be the cause of a delay in the performance of this Agreement.
For purposes of this Agreement, any one (1) delay caused by any such occurrence shall not be
deemed to last longer than six (6) months and the Party claiming delay caused by any and all
such occurrences shall give the other Party written notice of the same within 30 Days after the
date such claiming party learns of such occurrence. Notwithstanding anything else set forth
above, after a total of twelve (12) months of delays of any type have been claimed by a Party as
being subject to force majeure, no further delays or claims of any type shall be claimed by such
Party as being subject to force majeure and /or being an excusable delay.
ARTICLE XXVIII
ENTIRE AGREEMENT
This Agreement, including, without limitation, its exhibits and other attachments, contains the
entire understanding of the Parties regarding its subject matter and supersedes all prior and
contemporaneous negotiations and agreements, whether written or oral, between the Parties with
respect to its subject matter. Without limitation, and for avoidance of any doubt, the preceding
sentence shall not operate to invalidate or supersede any separate agreements between the Parties
regarding the Incentives. No amendment to this Agreement shall be valid unless made in writing
and signed by the Parties.
ARTICLE XXIX
FORUM SELECTION AND CHOICE OF LAW
By virtue of entering into this Agreement, the Parties agree and submit themselves to a court of
competent jurisdiction, which shall be the Circuit Court or General District Court for City of
Roanoke, Virginia, and further agree that this Agreement is controlled by the laws of the
Commonwealth of Virginia, with the exception of Virginia's conflict of law provisions which
shall not apply, and that all claims, disputes and other matters shall be decided only by such
court according to the laws of the Commonwealth of Virginia as aforesaid. Each Party further
waives and agrees not to assert in any such action, suit or proceeding, that the Party is not
personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought
in an inconvenient forum or that the venue of the action, suit or proceeding, is improper.
31
DRAFT DATE: January 7, 2019
IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized
representatives as of the date of this Agreement.
WITNESS:
Print name and title
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE
CITY OF ROANOKE, VIRGINIA
Robert S. Cowell, Jr.
City Manager
The foregoing Agreement was acknowledged before me this day of , 2019, by
Robert S. Cowell, Jr., the duly authorized City Manager of the City of Roanoke, Virginia, a
Virginia municipal corporation, on behalf of the City of Roanoke, Virginia.
My Commission expires:
Approved as to form:
Notary Public
Approved as to execution:
SEAL
32
DRAFT DATE: January 7, 2019
WITNESS:
Print name and title
WITNESS:
Print name and title
STATE OF
CITY /COUNTY of
GREATER ROANOKE TRANSIT COMPANY
C
William D. Bestpitch, President
Kevin Price, General Manager
The foregoing Agreement was acknowledged before me this day of , 2019, by
William D. Bestpitch, the duly authorized President of Greater Roanoke Transit Company, a
Virginia corporation, on behalf of Greater Roanoke Transit Company.
My Commission expires:
Notary Public
STATE OF
CITY /COUNTY of
SEAL
The foregoing Agreement was acknowledged before me this day of 12018, by
Kevin Price, the duly authorized General Manager of Greater Roanoke Transit Company, a
Virginia corporation, on behalf of Greater Roanoke Transit Company.
My Commission expires:
Approved as to form:
Notary Public
Approved as to execution:
SEAL
33
DRAFT DATE: January 7, 2019
EXHIBIT A
Description of Campbell Court
Those parcels of real property, together with improvements thereon, situated at 29 Campbell
Avenue SW and 30 Salem Avenue SW, Roanoke, VA 24011, and bearing Official Tax Parcel
Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118,
1011119, 1011120, 1011122, and1011129, containing, in the aggregate, approximately 1.0674
acres.
34
DRAFT DATE: January 7, 2019
EXHIBIT B
GRTC Relocation Parcels Owners and GRTC Relocation Parcels
GRTC Relocation Parcels Owners
GRTC Relocation Parcels
Brandon, Woody and Booker LLC
Two (2) certain parcels of real property,
together with improvements thereon, situated
at 0 Salem Avenue, S.W. and 325 Salem
Avenue, S. W., Roanoke, Virginia, and
bearing Official Tax Map Nos. 1010113 and
1010115, respectively, more particularly
described as Two (2) parcels of real property,
together with improvements thereon,
described as follows: (i) a parcel of real
property, together with improvements
thereon, containing approximately 13,258 sq.
feet of land, more or less, situated at 0 Salem
Avenue, S.W., Roanoke Virginia, and bearing
Official Tax Map No. 1010113; and (ii) a
parcel of real property, together with
improvements thereon, containing
approximately 23,307 sq. feet of land, more
or less, situated at 325 Salem Avenue, S.W.,
Roanoke, Virginia, and bearing Official Tax
Map No. 1010115.
The Brandon Company, Incorporated
A certain parcel of real property, together
with improvements thereon, situated at 0
Salem Avenue, S.W., Roanoke, Virginia, and
bearing Official Tax Map No. 1010121, and
more particularly described as a parcel of real
property, together with improvements
thereon, containing approximately 16,074 sq.
feet of land, more or less.
The Brandon Company, Incorporated
A certain parcel of real property, together
with improvements thereon, situated at 0
Salem Avenue, S.W., Roanoke, Virginia, and
bearing Official Tax Map No. 1010122, a
parcel of real property, together with
improvements thereon, containing
approximately 20,275 sq. feet of land, more
or less.
35
DRAFT DATE: January 7, 2019
EXHIBIT C
Description of Future Rail Station Parcels
Two (2) parcels of real property, together with improvement thereon, owned by T -W Properties,
a Virginia partnership, situated at (i) 1 Jefferson Street, S.W. Roanoke Virginia, bearing Official
Tax Map No. 1010507, and containing 0.1670 acres, more or less, and (ii) 7 Jefferson Street,
S.W., Roanoke, Virginia, bearing Official Tax Map No. 1010508, containing 0.1158 acres, more
or less.
36
DRAFT DATE: January 7, 2019
EXHIBIT D
Leases at Campbell Court
Tenant
Location
Term
727 Mart, Inc.
2,200 square feet located on
Expires February 28, 2019 (3 Optional one year
the ground floor at 31 -B
renewals: 3/1/2019 to 02/29/2020, 3/1/2020 to
Campbell Avenue S.W.
02/29/2021, 3/1/2021 to 02/28/2022)
Greyhound
3,000 square feet located on
Expires June 30, 2019 (1 additional one year
Lines, Inc.
the ground floor at 26 Salem
renewal July 1, 2019 -June 30, 2020)
Avenue S.W.
Pyxis, Inc.
787 square feet located on
Expires June 30, 2019 (1 additional one year
the third floor at 31 -J
renewal July 1, 2019 -June 30, 2020)
Campbell Avenue S.W.
Agreements for monthly parking permits, which are terminable.
37
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41348 - 010719.
A RESOLUTION authorizing a public hearing to receive public comments on the
proposed sale of Campbell Court to Hist:Re Partners, LLC (Developer) in accordance with the
terms and conditions of the proposed City and Developer Exchange Agreement that includes the
City's acquisition of the Future Rail Station Parcels, upon such terms and conditions as more
particularly set forth in the City Council Agenda Report dated January 7, 2019.
WHEREAS, the City and Developer are proposing to enter into a proposed agreement
under which the City, after it acquires the transportation center owned by Greater Roanoke
Transit Company (GRTC), and which facility is more particularly described in the proposed City
and Developer Exchange Agreement (such agreement being more particularly described in the
City Council Agenda Report dated January 7, 2019) as Campbell Court, would transfer
Campbell Court to Developer in exchange for certain other parcels of real property described in
the City and Developer Exchange Agreement as the Future Rail Station Parcels; and
WHEREAS, pursuant to the requirements of State Code, the City must conduct a public
hearing before considering the transfer of City -owned property.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. The City Manager is authorized to schedule and advertise the proposed sale of
Campbell Court to Hist:Re Partners, LLC in accordance with the terms and conditions of the
proposed City and Developer Exchange Agreement that includes the City's acquisition of the
Future Rail Station Parcels, upon such terms and conditions as more particularly set forth in the
City Council Agenda Report dated January 7, 2019, for a public hearing on January 22, 2019, at
1
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 shall determine, in his discretion.
ATTEST:
City Clerk
2
G
y CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: January 7, 2019
Subject: Request to Schedule a Public Hearing for Sale of Campbell Court
to Hist:Re Partners, LLC
Background:
Hist:Re Partners, LLC ( "Developer ") is interested in acquiring Campbell Court in
order to redevelop Campbell Court into a new multi -use development project. In
order to acquire Campbell Court, Developer requires Campbell Court to be free
of all transit operations, and in order to avoid interruptions in transit services,
GRTC must relocate its transit operations to a temporary location and construct
a permanent facility for its transit operation. The City has negotiated
agreements under which (i) the City will acquire two parcels of real property
from Brandon, Woody and Booker LLC ( "LLC ") and two parcels of real property
from The Brandon Company, Incorporated ( "Company ") (collectively, the "GRTC
Relocation Parcels "), in accordance with an Agreement for the Purchase and Sale
of Real Estate among the City, the LLC, and the Company (the "GRTC Relocation
Parcels Agreement "); and (ii) GRTC will transfer all of its rights, title and interest
in Campbell Court to the City and the City will transfer all of its rights, title, and
interest in the GRTC Relocation Parcels to GRTC (the "City and GRTC Exchange
Agreement ").
Campbell Court consists of 13 parcels of real property, together with
improvements thereon, situated at 29 Campbell Avenue, S.W. and 30 Salem
Avenue, S.W., Roanoke, VA 24011, and bearing Official Tax Map Nos. 101 1 105,
1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117,
101 1 1 1 8, 101 1 1 19, 101 1 120, 101 1 122, and 101 1 129.
Developer has options to acquire two parcels of property, currently used as
office space for an insurance company, situated at 7 Jefferson Street, S.W.
(Official Tax Map Nos. 1010507 and 1010508) ( "Future Rail Station Parcels ")
and owned by T -W Properties, a Virginia partnership. Developer will exchange
the Future Rail Station Parcels, together with other consideration set forth in the
proposed City and Developer Exchange Agreement, at which Future Rail Station
Parcels the City intends to construct and operate a facility for use by
passengers of train services, in exchange for Campbell Court.
The proposed City and Developer Exchange Agreement provides for the transfer
of Campbell Court from the City to Developer in exchange for the transfer of
the Future Rail Station Parcels from Developer to the City. This proposed
transaction is subject to the closing of (i) the City's acquisition of the GRTC
Relocation Parcels pursuant to the GRTC Relocation Parcels Agreement; and (ii)
the acquisition of Campbell Court by the City pursuant to the terms and
conditions of the City and GRTC Exchange Agreement. The proposed City and
Developer Exchange Agreement includes inspection periods and the
requirement that, if both the City and Developer are satisfied with the
inspections and desire to proceed with the transaction, Developer shall pay
$500,000 to the City for the costs of relocating the GRTC operations at
Campbell Court to a temporary facility at the GRTC Relocation Parcels.
The proposed City and Developer Exchange Agreement is also subject to
Developer's receipt of three incentive opportunities from the City and the
Economic Development Authority for the City of Roanoke, Virginia ( "EDA "). The
Public Infrastructure Improvements Performance Grant is in the amount of the
actual costs of certain public improvements made by Developer or $2,000,000,
whichever amount is less. The Special Construction Requirements Performance
Grant is in the amount of the actual costs of Developer to address certain
conditions at Campbell Court or $2,000,000, whichever is less. The EDA
Operating Performance Grant is in an amount not to exceed $1,500,000 and is
to be awarded annually based on 50% of the real estate taxes paid by Developer
to the City with respect to the Project, after completion. The City, the EDA, and
Developer will negotiate the terms and conditions of these three grant
agreements during the due diligence periods set forth in the proposed City and
Developer Exchange Agreement.
The proposed City and Developer Exchange Agreement is subject to approval
by Council following a public hearing. The incentives will be presented to
Council and EDA following satisfactory completion of the due diligence periods
by the City and Developer.
A public hearing is required for the sale of city -owned property. Subject to City
Council's concurrence with this request, a copy of the proposed Contract will be
placed with the City Clerk for review prior to the public hearing. Pursuant to
the requirements of State Code, notice of the public hearing must be advertised
at least seven days prior to the public hearing.
Recommended Action:
Authorize the scheduling and advertising of the proposed sale of Campbell Court
to Developer in accordance with the terms and conditions of the proposed City
and Developer Exchange Agreement that includes the City's acquisition of the
Future Rail Station Parcels for a public hearing on January 22, 2019, 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 shall determine, in his discretion.
- - - - -- --------------------------
Robert S. Cowell, ,Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
R. Brian Townsend, Assistant City Manager for Community
Development
Amelia C. Merchant, Director of Finance
Robert Ledger, Acting Director, Economic Development
Kevin Price, General Manager, GRTC
3
AGREEMENT FOR THE EXCHANGE OF REAL ESTATE
THIS AGREEMENT FOR THE EXCHANGE OF REAL ESTATE ( "Agreement ") is made
this day of January, 2019, by and between the CITY OF ROANOKE, VIRGINIA, a Virginia
Municipal Corporation ( "City"), and HIST:RE PARTNERS, LLC, a Virginia limited liability
company ( "Developer ").
RECITALS
A. Greater Roanoke Transit Company, a Virginia Corporation ( "GRTC ") is the owner of
thirteen (13) parcels of real property, together with buildings and improvements thereon, situated in
Roanoke, Virginia, known as Campbell Court, and being more particularly described in Exhibit A
attached hereto and made a part hereof ( "Campbell Court").
B. GRTC provides bus transportation services to the public throughout the areas of the
City of Roanoke, the City of Salem, and the Town of Vinton. Campbell Court serves as the central
terminal for all such bus transportation services.
C. Developer is interested in acquiring Campbell Court in order to redevelop Campbell
Court into a new multi -use development project as hereinafter defined and described as the
Development Project, which Development Project is more particularly described in Exhibit B attached
hereto and made a part hereof.
D. In order to acquire Campbell Court, Developer requires Campbell Court to be free of
all transit operations and in order to avoid interruptions in transit services, GRTC must relocate its
transit operations to a temporary location and construct a permanent facility for its transit operation.
E. The City has entered into agreements with (i) the GRTC Relocation Parcel Owners of
four (4) parcels of real property, together with improvements thereon, situated in Roanoke, Virginia
and more particularly described in Exhibit C attached hereto and made a part hereof ( "GRTC
Relocation Parcels "); and (ii) GRTC under which GRTC will transfer all of its rights, title and interest
in Campbell Court to the City and the City will transfer all of its rights, title, and interest in the GRTC
Relocation Parcels to GRTC.
F. Developer proposes to acquire Campbell Court from the City through an exchange of
certain parcels of real property, together with improvements thereon, more particularly described in
Exhibit D ( "Future Rail Station Parcels "), together with other consideration set forth in this Agreement
at which Future Rail Station Parcels the City intends to construct and operate a facility for use by
passengers of train services.
G. Subject to the terms and conditions of this Agreement, (i) the City is willing to sell,
convey, and transfer Campbell Court to Developer, (ii) Developer is willing to acquire Campbell
Court, (iii) Developer is willing to sell, convey, and transfer the Future Rail Station Parcels to the City
or its assignee, and (iv) the City is willing to acquire the Future Rail Station Parcels.
H. The City and Developer agree to set forth their agreements and understandings in
accordance with this Agreement.
1
Final draft 12.27.2018
THEREFORE, based upon the mutual covenants, agreements, and understandings set forth in
this Agreement, including the Recitals set forth above and which Recitals are incorporated herein and
constitute a material part of this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which the Parties acknowledge, the City and Developer agree as follows:
ARTICLE I
DEFINITIONS
All capitalized terms, not otherwise defined in this Agreement, shall have the following
meanings:
1.1 Agreement shall mean this Agreement for the Exchange of Real Estate.
1.2 Applicable Law shall mean all federal, state, and local laws, rules, regulations, or
ordinances that affect or otherwise apply to the transactions contemplated by this
Agreement.
1.3 Approvals shall mean all licenses, permits, and other approvals under Applicable Law
required or deemed necessary to develop, construct, operate, and maintain,
respectively, the Development Project or the Future Rail Station Facility.
1.4 Business Days shall mean a Day or Days other than a Saturday, Sunday, or a holiday
established under the laws of the United States of America or the Commonwealth of
Virginia.
1.5 Campbell Court shall mean those certain parcels of real estate together with buildings
and improvements thereon, owned by GRTC, and more particularly described in
Exhibit A attached hereto and made a part hereof.
1.6 Campbell Court Deed shall mean the special warranty deed from the City to Developer
conveying title of Campbell Court to Developer.
1.7 Campbell Court Purchase Price shall mean the execution, delivery, acceptance and
recording of the Future Rail Station Parcels Deed to effectuate the transfer of the Future
Rail Station Parcels by Developer to the City.
1.8 Certificate of Occupancy shall mean the permanent certificate issued by the City of
Roanoke's Department of Planning, Building and Development which authorizes (i)
Developer to operate the Development Project at Campbell Court without conditions,
contingences, limitations, or restrictions; or (ii) the City to operate the Future Rail
Station Facility at the Future Rail Station Parcels without conditions, contingences,
limitations, or restrictions.
1.9 City shall mean the City of Roanoke, Virginia, a Virginia municipal corporation.
1.10 City and GRTC Exchange Agreement shall mean the agreement between the City and
GRTC dated , 2019, under which agreement the City will sell and transfer
all of the City's rights, title, and interest in the GRTC Relocation Parcels to GRTC;
2
Final draft 12.27.2018
and GRTC will sell and transfer all of GRTC's rights, title, and interest in Campbell
Court to the City.
1.11 City's Approval Period shall mean the period of 90 Days beginning after the expiration
of the City's Inspection Period.
1.12 City's Inspection Period shall mean the period of 180 Days after the Effective Date.
1.13 City Manager shall mean the person appointed by the Roanoke City Council as City
Manager or the person designated by City Manager to act on behalf of the City
Manager.
1.14 Closing shall mean the date on which the transactions contemplated by this Agreement
for (i) the transfer of Campbell Court to Developer, and (ii) the transfer of the Future
Rail Station Parcels to the City.
1.15 Construction shall mean activities of Developer to begin and proceed with the actual
physical development and building of the Development Project, including obtaining
all Approvals.
1.16 Construction Completion Date shall mean the date on which Developer has completed
the Construction of the Development Project and has been issued a certificate of
substantial completion by its supervising architect or has received a Certificate of
Occupancy, whichever first occurs. Under no circumstance (other than as a result of
force majeure) will the Construction Completion Date be later than two (2) years after
the Closing Date.
1.17 Days or Days shall mean a calendar day beginning and ending at the prevailing time in
Roanoke, Virginia.
1.18 Developer shall mean Hist:Re Partners, LLC, a Virginia limited liability company.
1.19 Developer Approval Period shall mean the period of 90 Days beginning after
expiration of the Developer Inspection Period.
1.20 Developer Inspection Period shall mean the period of 180 Days after the Effective
Date.
1.21 Development Project shall mean the development proposed by Developer as set forth
in Exhibit B attached hereto and made a part hereof.
1.22 EDA shall mean the Economic Development Authority of the City of Roanoke,
Virginia.
1.23 EDA Operating Performance Grants shall mean the grants from the EDA and the City
to Developer in the maximum aggregate amount of $1,500,000 that will be available
to Developer pursuant to the EDA Operating Performance Grant Agreement.
1.24 EDA Operating Performance Grant Agreement shall mean the agreement among the
City, Developer, and EDA under which agreement EDA will provide Developer with
3
Final draft 12.27.2018
EDA Operating Performance Grants in the maximum aggregate amount of $1,500,000,
and which agreement will make annual grants available to Developer, up to the
maximum aggregate amount, based upon not more than the Applicable Percentage of
the real estate tax revenues received by the City from the Development Project from
the prior fiscal year, beginning with the tax year following issuance of the Certificate
of Occupancy for the Development Project. For purposes hereof, the Applicable
Percentage shall be 50% for each fiscal year until the maximum aggregate amount of
the EDA Operating Performance Grants has been received by Developer.
1.25 Effective Date shall mean the date set forth at the beginning of this Agreement.
1.26 Future Rail Station Facility shall mean the facility to be constructed by the City and at
which facility services for passengers of rail transportation will be provided.
1.27 Future Rail Station Parcels shall mean those parcels of real property, together with
improvements thereon, situated in Roanoke, Virginia, and more particularly described
in Exhibit D attached hereto and made a part hereof.
1.28 Future Rail Station Parcels Deed shall mean the general warranty deed, with English
Covenants, from Developer to the City, conveying title of the Future Rail Station
Parcels to the City.
1.29 Future Rail Station Parcels Owner shall mean T -W Properties, a Virginia partnership.
1.30 Future Rail Station Parcels Purchase Price shall mean the execution, delivery,
acceptance, and recording of the Campbell Court Deed to effectuate the transfer of
Campbell Court by the City to Developer.
1.31 Government Entity shall mean any federal, state, or local governmental body, agency,
board or commission.
1.32 Grant Agreements shall mean, collectively, the EDA Operating Performance Grant
Agreement, the Public Infrastructure Improvements Performance Grant Agreement,
and the Special Construction Requirements Performance Grant Agreement.
1.33 GRTC shall mean Greater Roanoke Transit Company, a Virginia corporation.
1.34 GRTC Relocation Expenses Payment shall mean the sum of Five Hundred Thousand
Dollars ($500,000.00) to be paid by Developer to the City in accordance with Section
3.2 hereof.
1.35 GRTC Relocation Parcels shall mean those parcels of real property, together with
improvements thereon, described in Exhibit C attached hereto and made a part hereof.
1.36 GRTC Relocation Parcels Agreement shall mean that agreement by and among the
City and the GRTC Relocation Parcels Owners dated , 2019, under which the
City will purchase and acquire all rights, title, and interests of the GRTC Relocation
Parcels Owners in the GRTC Relocation Parcels.
Final draft 12.27.2018
1.37 GRTC Relocation Parcels Owners shall mean the owners of the GRTC Relocation
Parcels identified in Exhibit C attached hereto and made a part hereof
1.38 Parties shall mean the City and Developer.
1.39 PA!:!y shall mean either the City or Developer.
1.40 Public Infrastructure Improvements Performance Grants shall mean the amount of
grants available to Developer for the cost incurred by Developer in the construction
and installation of Public Infrastructure Improvements associated with the
Development Project in accordance with a Public Infrastructure_lmprovements
Performance Grant Agreement. Under no circumstances shall the aggregate amount
of the Public Infrastructure Improvements Performance Grants exceed the lesser of (i)
the actual costs incurred by Developer for all Public Infrastructure Improvements; or
(ii) $2,000,000.
1.41 Public Infrastructure Improvements shall mean those improvements made by
Developer in connection with the Development Project that constitute improvements
to public assets such as sidewalks, streets, curbs, gutters, stormwater drainage systems,
or utilities including water, sanitary sewer, electric, gas, and telecommunications.
Public Infrastructure Improvements are more particularly described in Exhibit E
attached hereto and made a part hereof.
1.42 Public Infrastructure Improvements Performance Grant Agreement shall mean that
agreement among the City, EDA, and Developer under which agreement Developer
may receive Public Infrastructure Improvements Performance Grants.
1.43 Special Construction Requirements shall mean those improvements to the buildings
and structures to be constructed by Developer in connection with the Development
Project that are required by the unique soils, conditions and location of Campbell
Court, which improvements are more particularly described in Exhibit F attached
hereto and made a part hereof. Special Construction Requirements shall not include
removal of any structures, improvements, or equipment situated at Closing, including
without limitation, all existing buildings, machinery, equipment, and underground
storage tanks.
1.44 Special Construction Requirements Performance Grants shall mean those grants that
will be available to Developer for the cost incurred by Developer in the construction
and installation of Special Construction Requirements associated with the
Development Project under the terms of the Special Construction Requirements
Performance Grant Agreement. Under no circumstances shall the aggregate amount of
the Special Construction Requirements Performance Grants exceed the lesser of (i) the
actual costs incurred by Developer in construction or installing Special Construction
Requirements; or (ii) $2,000,000.
5
Final draft 12.27.2018
1.45 Special Construction Requirements Performance Grant Agreement shall mean that
agreement among the City, EDA, and Developer under which agreement Developer
may receive Special Construction Requirements Performance Grants..
1.46 Title Company shall mean any nationally recognized title insurance company (i)
acceptable to Developer with respect to Campbell Court; or (ii) acceptable to the City
with respect to Future Rail Station Parcels.
ARTICLE II
PURCHASE AND SALE
2.1 Subject to the terms and conditions of this Agreement, the City agrees to sell, and
Developer agrees to purchase Campbell Court in its "as is" condition.
2.2 Subject to the terms and conditions of this Agreement, Developer agrees to sell, and
the City agrees to purchase the Future Rail Station Parcels in their "as is" condition.
ARTICLE III
RELOCATION OF GRTC OPERATIONS
3.1 Relocation of GRTC Operations. Developer requires that the GRTC transit operations
be relocated from Campbell Court prior to Closing. The Parties acknowledge and
agree that an essential condition of this Agreement is maintenance of uninterrupted
transit services provided by GRTC in order to accommodate the relocation of the
GRTC transit operations from Campbell Court to another facility prior to the transfer
of Campbell Court to the City pursuant to the City and GRTC Exchange Agreement
and the subsequent transfer contemplated under this Agreement. Such relocation
requires (i) the approval of the United States Department of Transportation, Federal
Transit Administration (FTA); (ii) the acquisition of the GRTC Relocation Parcels by
the City; (iii) the construction of temporary transit facilities at which GRTC may
operate its transit operation; and (iv) transfer of Campbell Court to the City and transfer
of GRTC Relocation Parcels to GRTC in accordance with the terms of the City and
GRTC Exchange Agreement. GRTC and the City shall diligently pursue approval of
FTA and acquisition of GRTC Relocation Parcels from the GRTC Relocation Parcels
Owners. In the event that (i) FTA fails to approve the relocation of GRTC operations
and the sale of Campbell Court within 180 Days after the Effective Date; or (ii) the
City is unable to acquire the GRTC Relocation Parcels within 180 Days after the
Effective Date, this Agreement will automatically terminate and be of no further force
or effect.
3.2 In the event that (i) FTA approves the relocation of GRTC operations to the GRTC
Relocation Parcels and the transfer of Campbell Court to the City, on terms and
conditions acceptable to GRTC and the City; (ii) the City acquires the GRTC
Relocation Parcels on terms and conditions acceptable to the City and GRTC; and (iii)
neither the City and Developer have terminated this Agreement following completion
6
Final draft 12.27.2018
of their respective Inspections as set forth in Article IV of this Agreement (items (i) -
(ii) collectively the "Contingencies "), Developer shall pay to the City the GRTC
Relocation Expenses Payment, =in immediately available funds of the United States of
America, on the date on which the event or condition set forth in Section 3.2(i), (ii) or
(iii) last occurs. In the event that Developer fails to pay the GRTC Relocation Expenses
Payment in full, in accordance with this Section 3.2, this Agreement shall automatically
terminate and be of no further force or effect.
Under no circumstances shall any portion of the GRTC Relocation Expenses Payment
be refunded or returned to Developer unless the City, through no fault of Developer,
fails or refuses to transfer Campbell Court to Developer in accordance with this
Agreement or cannot transfer title of Campbell Court as required herein and Developer
terminates this Agreement as provided in Section 8.13.
3.3 Upon satisfaction of the Contingencies and receipt of the GRTC Relocation Expenses
Payment, the City or GRTC shall procure construction services in accordance with
Applicable Law and commence construction of the temporary transit facility for use
by GRTC in accordance with the terms of the City and GRTC Exchange Agreement.
3.4 Developer acknowledges, agrees, and confirms that payment of the GRTC Relocation
Expenses Payment is an essential condition of this Agreement. Developer further
acknowledges, agrees, and confirms that Developer has no right to a refund or
reimbursement of the GRTC Relocation Expenses Payment, and Developer shall not
receive any refund or reimbursement of the GRTC Relocation Expenses Payment,
except as provided in Section 19.2 of this Agreement.
ARTICLE IV
RIGHT OF ENTRY AND
INSPECTION PERIODS PRIOR TO CLOSING
4.1 Developer's Right of Inspection
4.1.1 Developer shall complete Developer's due diligence review of Campbell
Court during the Developer Inspection Period. Should Developer determine
during the Developer Inspection Period that it is not satisfied with Campbell
Court or any characteristics thereof for any reason whatsoever, in Developer's
sole and absolute discretion, Developer may terminate this Agreement by
notifying the City in writing as soon as possible, but no later than five (5) Days
after the end of the Developer's Inspection Period, of Developer's decision to
terminate this Agreement. In such case, this Agreement shall thereupon be
terminated and of no further force and effect, unless the Parties mutually agree
to modify this Agreement to address any such issue(s). Developer shall
provide the City with its objections to the title of Campbell Court, including
without limitation, any easement, encumbrances, or restrictions of record
7
Final draft 12.27.2018
(including all matters shown on the plat that depicts Campbell Court), within
five (5) Days after the end of the Developer Inspection Period.
4.1.2 In connection with Developer's due diligence review referenced above, the
City shall obtain a right of entry agreement from GRTC to hereby grant to
Developer, its officers, agents, employees, contractors, subcontractors,
licensees, designees, representatives, and consultants, a revocable right to
enter Campbell Court, at any time during the Developer Inspection Period, on
not less than two (2) working days prior written notice to the City and GRTC,
in order to survey, make test borings, and carry out such other examinations,
exploratory work, or settings as may be necessary to complete Phase I and
Phase 11 Environmental Site Assessments, or geotechnical assessments, or
nondestructive engineering evaluations of Campbell Court, to otherwise
perform Developer's due diligence with respect to Campbell Court, and to
store Developer's property and equipment, on the following terms and
conditions:
4.1.2.1 If Developer exceeds its rights granted under Section 4.1.2 or fails to
obtain and maintain the insurance required by Section 4.1.2.4, GRTC
may immediately revoke its right of entry.
4.1.2.2 Developer agrees to be responsible for any and all damages resulting
from the activity or activities of Developer, its officers, agents,
employees, contractors, subcontractors, licensees, designees,
representatives and consultants, on Campbell Court in the exercise of
the rights granted under this Section 4.1. Developer shall, at its sole
cost, promptly and fully restore any land disturbed by the exercise of
the rights under this Section 4.1 to a condition equal to that existing
immediately prior to entry on Campbell Court if Developer does not
purchase Campbell Court.
4.1.2.3 Developer shall indemnify and defend GRTC and the City from any
loss, damage, or claim arising out of Developer's access to Campbell
Court pursuant to this Section 4.1 for the purpose of making tests,
inspections, studies, and other investigations. Developer's indemnity
obligations hereunder are conditioned on GRTC and the City (i)
promptly notifying Developer in writing of any claim; (ii) cooperating
with Developer in the defense of the claim; and (iii) granting Developer
sole control of defense or settlement of the claim at the sole cost and
expense of Developer. Under no circumstance shall Developer be
obligated to indemnify or defend GRTC or the City for or from such
party's own negligence or willful misconduct (which includes, without
limitation, any breach by the City of this Agreement), or unlawful act
or omission, or any claim resulting from any of the foregoing.
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4.1.2.4 Developer, at its sole expense, shall obtain and maintain, or have its
contractors or representatives obtain and maintain, the insurance set
forth below. Any required insurance shall be effective prior to the
beginning of any work or other performance by Developer under this
Section 4.1. The following policies and coverages are required:
(i) Commercial General Liability. Commercial General Liability
insurance, written on an occurrence basis, shall insure against
all claims, loss, cost, damage, expense or liability from loss of
life or damage or injury to persons or property arising out of
Developer's and /or Contractor's acts or omissions. The
minimum limits of liability for this coverage shall be $1,000,000
per occurrence and $2,000,000 general aggregate.
(ii) Contractual Liability. Broad form Contractual Liability
insurance shall include the indemnification obligation, if any,
set forth above.
(iii) Workers' Compensation. Workers' Compensation insurance
covering Developer's and /or Contractor's statutory obligation
under the laws of the Commonwealth of Virginia and
Employer's Liability insurance shall be maintained for all its
employees engaged in work under this Section 4.1. Minimum
limits of liability for Employer's Liability shall be $100,000
bodily injury by accident each occurrence; $500,000 bodily
injury by disease (policy limit); and $100,000 bodily injury by
disease (each employee). With respect to the Workers'
Compensation coverage, Developer agrees to use reasonable
efforts to obtain a waiver by the insurance company of rights of
subrogation against GRTC and the City if the policy does not
expressly permit a waiver of subrogation.
(iv) Automobile Liability. The minimum limit of liability for
Automobile Liability Insurance shall be $1,000,000 combined
single limit applicable to owned or non -owned vehicles used in
the performance of any work under this Section 4.1 and shall be
written on an occurrence basis.
4.1.3 The insurance coverages and amounts set forth above may be met by an umbrella
liability policy following the form of the underlying primary coverage in a minimum
amount of $1,000,000. Should an umbrella liability insurance coverage policy be used,
such coverage shall be accompanied by a certificate of endorsement stating that it
applies to the specific policy numbers indicated for the insurance providing the
coverages required by this Section 4. 1, and it is further agreed that such statement shall
be made a part of the certificates of insurance furnished by Developer to GRTC and
the City.
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4.1.4 All insurance shall also meet the following requirements: Developer and /or Contractor
shall furnish to GRTC and the City appropriate documentation showing the type,
amount, effective dates, and date of expiration of policies; that the City and GRTC,
their respective officers, employees, agents, volunteers, and representatives are named
as additional insureds; where waiver of subrogation is specified with respect to any
policy or insurance required, any such waiver that Developer is able to obtain shall be
specified; insurance coverage shall be in a form and with an insurance company
approved by GRTC and the City, which approval shall not be unreasonably withheld;
and any insurance company providing coverage shall be authorized to do business in
the Commonwealth of Virginia. Developer and /or Contractor shall provide GRTC's
General Manager and the City's Risk Manager with not less than thirty (30) Days
advance notice of cancellation or material alteration of any of the above - required
insurance coverage.
4.1.5 Developer, in performing its inspections on Campbell Court pursuant to this Section
4. 1, shall at all times comply with all Applicable Law.
4.1.6 On the request of GRTC or the City, Developer shall, within a reasonable period of
time after receipt of any preliminary or final survey, test results or conclusory reports
and opinion statements, deliver copies of same to GRTC and the City. If GRTC or the
City so requests, Developer shall also turn over copies of raw data obtained and any
laboratory and observation reports or analyses. Such copies of all the above shall be
provided to GRTC and the City without charge. All such deliverables shall be without
any warranties whatsoever, and neither Developer nor the provider of any report or
opinion shall be deemed to make or have made any representations or warranties to
GRTC and the City regarding such report or opinion, or any information contained
therein, and GRTC or the City may not rely on any such report or opinion, or any
information contained therein.
4.2 City's Right of Inspection.
4.2.1 City shall complete City's due diligence review of Future Rail Station Parcels during
City's Inspection Period. Should the City determine during City's Inspection Period
that it is not satisfied with the Future Rail Station Parcels or any characteristics thereof
for any reason whatsoever, in City's sole and absolute discretion, the City may
terminate this Agreement by notifying Developer in writing as soon as possible, but no
later than five (5) Days after the end of the City's Inspection Period, of the City's
decision to terminate this Agreement. In such case, this Agreement shall thereupon be
terminated and of no further force and effect, unless Parties, mutually agree to modify
this Agreement to address any such issue(s). The City shall provide Developer with
its objections to the title of Future Rail Station Parcels, including without limitation,
any easements, encumbrances, or restrictions of record (including all matters shown
on the plat that depicts the Future Rail Station Parcels), within five (5) Days after the
end of the City's Inspection Period.
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4.2.1.1 Developer shall secure, at its sole cost and expense, all approvals and
permissions from the Future Rail Station Parcels Owner to allow the
City and its contractors, engineers, and consultant's access to the Future
Rail Station Parcels for all purposes contemplated under this Section
4.2. All such approvals and consents shall be in writing, in a form
substantially in the form described in Section 4.2.2, and delivered to the
City prior to the commencement of the City's Inspection Period.
4.2.2 In connection with the City's due diligence review referenced above, Developer hereby
grants to the City, its officers, agents, employees, contractors, subcontractors,
licensees, designees, representatives, and consultants, a revocable right to enter on
Future Rail Station Parcels at any time during the City's Inspection Period, on not less
than two (2) working days prior written notice to Developer, in order to survey, make
test borings, and carry out such other examinations, exploratory work, or settings as
may be necessary to complete Phase I and Phase II Environmental Assessments, or
geotechnical assessments, or nondestructive engineering evaluations of the Future Rail
Station Parcels, to otherwise perform the City's due diligence with respect to the Future
Rail Station Parcels, and to store the City's property and equipment, on the following
terms and conditions:
4.2.2.1 If the City exceeds its rights granted under Section 4.2, or fails to require
the City's contractors to maintain and provide the insurance coverages
provided herein, Developer may immediately revoke this right of entry.
4.2.2.2 The City, to the extent permitted by Applicable Law, agrees to be
responsible for any and all damages resulting from the activity or
activities of the City, its officers, agents, employees, contractors,
subcontractors, licensees, designees, representatives and consultants,
on Future Rail Station Parcels in the exercise of the rights granted under
this Section 4.2. The City shall, at its sole cost, promptly and fully
restore any land disturbed by the exercise of the rights under this
Section 4.2 to a condition equal to that existing immediately prior to
entry on any of the Future Rail Station Parcels if the City does not
purchase the Future Rail Station Parcels.
4.2.2.3 The City shall require its contractors to indemnify and defend
Developer and the Future Rail Parcels Owner from any loss, damage,
or claim arising out of City's access to any of the Future Rail Station
Parcels pursuant to this Section 4.2 for the purpose of making tests,
inspections, studies, and other investigations. The indemnity
obligations of the City's contractors hereunder are conditioned on
Developer or the Future Rail Parcels Owner promptly notifying the City
and its contractors in writing of any claim; cooperating with the City's
contractors in the defense of the claim; and granting the City's
contractors sole control of defense or settlement of the claim at the sole
cost and expense of the City's contractors. Under no circumstance shall
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the City's contractors be obligated to indemnify or defend Developer or
Future Rail Parcel Owner for or from Developer or Future Rail Parcels
Owner's own negligence or willful misconduct (which includes,
without limitation, any breach by Developer of this Agreement), or
unlawful act or omission, or any claim resulting from any of the
foregoing.
4.2.2.4 The City, at its sole expense, shall obtain and maintain, and shall require
each of its contractors who enter the Future Rail Station Parcels under
this Section 4.2, at the sole expense of such contractor, to obtain and
maintain, or have its contractors or representatives obtain and maintain,
the insurance set forth below. Any required insurance shall be effective
prior to the beginning of any work or other performance by the City
under this Section 4.2. The following policies and coverages are
required:
(i) Commercial General Liability. Commercial General Liability
insurance, written on an occurrence basis, shall insure against
all claims, loss, cost, damage, expense or liability from loss of
life or damage or injury to persons or property arising out of
such contractor's acts or omissions. The minimum limits of
liability for this coverage shall be $1,000,000 per occurrence
and $2,000,000 general aggregate.
(ii) Contractual Liability. Broad form Contractual Liability
insurance shall include the indemnification obligation, if any,
set forth above.
(iii) Workers' Compensation. Workers' Compensation insurance
covering such contractor's statutory obligation under the laws
of the Commonwealth of Virginia and Employer's Liability
insurance shall be maintained for all its employees engaged in
work under this Section 4.2. Minimum limits of liability for
Employer's Liability shall be $100,000 bodily injury by accident
each occurrence; $500,000 bodily injury by disease (policy
limit); and $100,000 bodily injury by disease (each employee).
With respect to the Workers' Compensation coverage, the City
agrees to require its contractors to use reasonable efforts to
obtain a waiver by the insurance company of rights of
subrogation against Developer if the policy does not expressly
permit a waiver of subrogation.
(iv) Automobile Liability. The minimum limit of liability for
Automobile Liability Insurance shall be $1,000,000 combined
single limit applicable to owned or non -owned vehicles used in
the performance of any work under this Section 4.2, and shall
be written on an occurrence basis.
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4.2.3 The insurance coverages and amounts set forth above may be met by an umbrella
liability policy following the form of the underlying primary coverage in a minimum
amount of $1,000,000. Should an umbrella liability insurance coverage policy be used,
such coverage shall be accompanied by a certificate of endorsement stating that it
applies to the specific policy numbers indicated for the insurance providing the
coverages required by this Section 4.2, and it is further agreed that such statement shall
be made a part of the certificates of insurance furnished to Developer and the Future
Rail Station Parcels Owner. Furthermore, the City may satisfy its obligations to
provide the requisite insurance coverages with self - insurance provided Developer with
a letter evidencing the same and covering Developer thereunder.
4.2.4 All insurance shall also meet the following requirements: The City or its contractors
shall furnish to Developer appropriate documentation showing the type, amount,
effective dates, and date of expiration of policies; that Developer and the Future Rail
Station Parcels Owner, and their respective officers, employees, agents, volunteers,
and representatives are named as additional insureds; where waiver of subrogation is
specified with respect to any policy or insurance required, any such waiver that the
City's contractor is able to obtain shall be specified; insurance coverage shall be in a
form and with an insurance company approved by Developer, which approval shall not
be unreasonably withheld; and any insurance company providing coverage shall be
authorized to do business in the Commonwealth of Virginia. The City's contractors
shall provide Developer and the Future Rail Station Parcels Owner with not less than
thirty (30) Days advance notice of cancellation or material alteration of any of the
above - required insurance coverage.
4.2.5 The City, in performing its inspections on Future Rail Station Parcels pursuant to this
Section 4.2, shall at all times comply with all Applicable Law.
4.2.6 On the request of Developer or the Future Rail Station Parcels Owner, the City shall,
within a reasonable period of time after receipt of any preliminary or final survey, test
results or conclusory reports and opinion statements, deliver copies of same to
Developer or the Future Rail Station Parcels Owner. If Developer or the Future Rail
Station Parcels Owner so requests, the City shall also turn over copies of raw data
obtained and any laboratory and observation reports or analyses. Such copies of all the
above shall be provided to Developer or the Future Rail Station Parcels Owner without
charge. All such deliverables shall be without any warranties whatsoever, and neither
the City nor the provider of any report or opinion shall be deemed to make or have
made any representations or warranties to Developer or the Future Rail Station Parcels
Owner regarding such report or opinion, or any information contained therein, and
Developer or the Future Rail Station Parcels Owner may not rely on any such report or
opinion, or any information contained therein.
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ARTICLE V
DEVELOPER APPROVALS
5.1 Upon completion of Developer Inspection Period and unless this Agreement is terminated in
accordance with Section 4. 1, Developer shall, within the Developer Approval Period (i) seek
and obtain all Approvals for the Development Project deemed by Developer necessary to
construct, operate, and maintain the Development Project; and (ii) acquire the Future Rail
Station Parcels in order to deliver possession and title to the Future Rail Station Parcels to the
City in accordance with the terms of this Agreement.
5.2 Developer may extend the term of the Developer Approval Period for an additional 90 Days
provided that (i) Developer is diligently pursuing all Approvals in good faith; and (ii)
Developer provides notice to the City of Developer's election to extend the term of the
Developer Approval Period and such notice is provided to the City prior to expiration of
Developer Approval Period.
ARTICLE VI
CITY APPROVALS
6.1 Upon completion of the City's Inspection Period and unless this Agreement is terminated in
accordance with Section 4.2, the City shall, within the City's Approval Period seek and obtain
all Approvals needed or deemed necessary for the City to construct, operate, and maintain the
Future Rail Station Facility at the Future Rail Station Parcels.
6.2 The City may extend the term of the City's Approval Period for an additional 90 Days provided
that (i) the City is diligently pursuing all Approvals in good faith; and (ii) the City provides
Developer with notice of the City's election to extend the term of the City's Approval Period
and such notice is provided to Developer prior to the expiration of the City's Approval Period.
ARTICLE VII
DEVELOPER ACQUISITION OF FUTURE RAIL STATION PARCELS
7.1 Upon completion of Developer Inspection Period, Developer shall provide to the City copies
of the fully executed agreement between Developer and the Future Rail Station Parcels Owner
under which agreement Developer has the right and obligation to acquire all rights, title, and
interests in the Future Rail Station Parcels, free and clear of all liens, encumbrances, claims,
and restrictions other than customary easements that do not unreasonably interfere with the
development or use of the Future Rail Station, with title being insurable by the Title Company
without special exceptions and without standard conditions for (i) parties in possession after
Closing; (ii) mechanics' liens; and (iii) matters that would be revealed by an accurate ground
survey. Such agreement will expressly provide that the Future Rail Station Parcels Owner will
not enter into any lease, tenancy, or occupancy agreement for a term that extends beyond the
Closing without the prior written approval of the City.
7.2 At or prior to the Closing, Developer shall acquire good and marketable title, fee simple
interest in each of the Future Rail Station Parcels. Developer shall, at Developer's cost and
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expense, obtain owner's title insurance policies for each of the Future Rail Station Parcels,
each policy insuring title of each of the Future Rail Station Parcels without special exceptions
and without standard conditions for (i) parties in possession after Closing; (ii) mechanics'
liens; and (iii) matters that would be revealed by an accurate ground survey. If Developer
acquires title to the Future Rail Station Parcels prior to Closing, Developer shall provide to the
City certified copies of the deeds to Developer transferring title to the Future Rail Station
Parcels to Developer, as recorded in the Clerk's Office of the Circuit Court of the City of
Roanoke, Virginia, together with fully executed copies of the title insurance policies.
7.3 If Developer acquires title to the Future Rail Station Parcels prior to Closing, Developer shall
hold title to the Future Rail Station Parcels, free and clear of all liens, claims and
encumbrances, and shall not voluntarily place, or involuntarily suffer, any deed of trust, lien,
claim, or restriction from the date on which Developer acquires title to the respective Future
Rail Station Parcels through and including the Closing.
ARTICLE VIII
TITLE
8.1 Title to Campbell Court.
Developer's obligation to purchase Campbell Court at the Closing is conditioned on Campbell
Court being conveyed by the City to Developer by the Campbell Court Deed, free and clear of
all restrictions, encumbrances, and liens except for such restrictions, encumbrances, and liens
that constitute Developer Permitted Encumbrances. Developer Permitted Encumbrances with
respect to Campbell Court means and includes the following:
8.1.1 Ad valorum real property taxes (including the downtown district special assessments),
stormwater utility fees, and solid waste collection fees for the current year, not yet due
and payable.
8.1.2 The conditions set forth on the plats prepared by Developer.
8.1.3 Easements, restrictions and encumbrances (i) that are customary and do not
unreasonably interfere with the development or use of Campbell Court for the
Development Project or (ii) designated by Developer in writing as being acceptable to
Developer following Developer's review of the preliminary title report for Campbell
Court and such other diligence as Developer elects to perform.
Developer acknowledges and agrees that the City has no obligation to remove, amend
or alter any easement, restriction, or encumbrance or record, other than monetary liens
which the City shall satisfy at its sole expense, and instruments evidencing such
satisfaction and discharge of liens shall be placed of record at or prior to Closing.
Developer's sole remedy is to accept title subject to such easement, restriction, or
encumbrance as a Developer Permitted Encumbrance or terminate the Agreement. In
the event that Developer elects to terminate this Agreement, Developer shall provide
the City with written notice of such termination, and no Party shall have any further
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rights or obligations under this Agreement, except the City shall promptly return any
GRTC Relocation Expenses Payment.
8.1.4 The leases set forth in Exhibit G attached hereto and made a part hereof, which leases
shall be terminated by City at or prior to Closing; provided, however, if the Developer
elects, in accordance with Section 13.2.7 of this Agreement, at or prior to Closing to
assume certain of the leases the City will not terminate those leases.
8.2 Title to the Future Rail Station Parcels.
The City's obligation to purchase the Future Rail Station Parcels at the Closing is conditioned
upon all of the Future Rail Station Parcels being conveyed by Developer to the City by the
Future Rail Station Parcels Deed, free and clear of all restrictions, encumbrances, and liens,
except for such restrictions, encumbrances, and liens that constitute the City Permitted
Encumbrances. City Permitted Encumbrances with respect to the Future Rail Station Parcels
means and includes the following:
8.2.1 Ad valorum real property taxes (including the downtown district special assessments),
stormwater utility fees, and solid waste collection fees for the current year, not yet due
and payable.
8.2.2 The conditions set forth on the plats prepared by the City.
8.2.3 Easements, restrictions and encumbrances (i) that are customary and do not
unreasonably interfere with the development or use of the Future Rail Station Parcels
for their intended purpose or (ii) designated by the City in writing as being acceptable
to the City following the City's review of the preliminary title report for Future Rail
Station Parcels and such other diligence as the City elects to perform.
The City acknowledges and agrees that Developer has no obligation to remove, amend
or alter any easement, restriction, or encumbrance of record, other than to pay in full,
the amount secured by a lien, deed of trust, or other encumbrance. Developer shall
satisfy, at its sole expense, such deed of trust, lien or encumbrance that may be removed
and discharged as a matter of record and record evidence that lien, deed of trust or other
encumbrance has been satisfied in full and discharged. The City's sole remedy is to
accept title subject to such easement, restriction, or encumbrance as a City permitted
encumbrance or terminate this Agreement. In the event that the City elects to terminate
this Agreement, City shall provide the Developer with written notice of such
termination and no Party shall have any further rights of obligations under this
Agreement.
8.2.4 The leases identified in Exhibit H attached hereto and made a part hereof shall be
terminated by Developer prior to Closing.
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ARTICLE IX
INCENTIVES
9.1 Developer's obligations under this Agreement to close the purchase of Campbell Court is
subject to and conditioned on the authorization or approval of the following incentives and grants to
be available to Developer from the City and the EDA (collectively, the "Incentives "):
9.1.1 The Public Infrastructure Improvements Performance Grants as set forth in the Public
Infrastructure Improvements Performance Grant Agreement;
9.1.2 The Special Construction Requirements Performance Grants as set forth in the Special
Construction Requirements Performance Grant Agreement; and
9.1.3 The EDA Operating Performance Grants in accordance with the EDA Operating
Performance Grant Agreement.
9.2 The City, EDA, and Developer shall negotiate the terms and conditions of the Incentives
following execution of this Agreement. Each of the Incentives shall include standard terms and
conditions established by the City and EDA involving similar grant and incentive programs. The
Incentives will also include the following specific caps on the maximum aggregate amount of grants
that will be available to Developer under each of the Incentives:
9.2.1 Public Infrastructure Improvements Performance Grant Agreement.
The aggregate amount of the Public Infrastructure Improvements Performance Grants
shall not exceed the lesser of (i) the actual costs incurred by Developer for all Public
Infrastructure Improvements; or (ii) $2,000,000.
9.2.2 Special Construction Requirements Performance Grant Agreement.
The aggregate amount of the Special Construction Requirements Performance Grants
shall not exceed the lesser of (i) the actual costs incurred by Developer in construction
or installing Special Construction Requirements; or (ii) $2,000,000.
9.2.3 EDA Operating Performance Grant Agreement.
9.2.3.1 The maximum aggregate amount of the EDA Operating Performance
Grants shall be $1,500,000 provided Developer's Total Investment is at
least $25,000,000. Developer's Total Investment shall mean all costs
and expenses, direct and indirect, incurred in connection with the design
and construction of the Development Project, including, but not limited
to, (i) all costs, directly and indirectly incurred by Developer for Special
Construction Requirements and (ii) Public Infrastructure
Improvements. Developer's Total Investment shall not include the
GRTC Relocation Expenses Payment or the Tenant Relocation
Expenses as defined in Section 13.2.7 of this Agreement. The EDA
Operating Performance Grant Agreement will provide that either the
EDA or the City may request in writing from Developer reasonable
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documentation of Developer's Total Investment and, if so, Developer
shall provide such reasonable documentation to the EDA and the City,
without cost to the EDA or the City, as set forth in the EDA Operating
Performance Grant Agreement.
9.2.3.2 In the event that the Developer Total Investment is less than
$25,000,000, Developer shall be entitled to no EDA Operating
Performance Grants and the EDA Operating Performance Grant
Agreement shall automatically terminate
9.3 If, during Developer Approval Period, as extended, Developer determines in its sole discretion
that the Incentives have not been approved in amounts and on commercially reasonable terms and
conditions (other than the caps set forth in this Agreement) that render the Development Project
economically viable, Developer shall have the right to terminate this Agreement by providing written
notice to the City of such termination, in which event neither Party shall have any further rights or
obligations under this Agreement other than Developer's indemnity obligations set forth in Section
4.1 hereof.
ARTICLE X
CONDITIONS TO CLOSE THE SALE OF CAMPBELL COURT
10.1 Conditions to Developer's Obligations to Close.
The following are conditions precedent to Developer's obligation to purchase Campbell Court:
10.1.1 The fulfillment to Developer's reasonable satisfaction of the City's obligation to
convey title to Campbell Court on the Closing Date to Developer pursuant to the terms
and conditions of this Agreement.
10.1.2 Developer shall have obtained, at Developer's expense, all Approvals deemed
necessary or advisable by Developer for the construction of the Development Project
in accordance with Article V of this Agreement.
10.1.3 Developer must be satisfied in its sole discretion with the results of its due diligence
and inspection of Campbell Court.
10.1.4 Developer shall have received all approvals for, and shall have accepted, in its sole
discretion, the terms and conditions of the Incentives in accordance with Article IX of
this Agreement.
10.1.5 The City must not be in default of the City's obligations under this Agreement, and the
City's representations and warranties in this Agreement must remain true and correct
as of the Closing.
10.1.6 The Title Company's commitment to issue, on payment of its normal premium, to
Developer, its A.L.T.A. (Form B) Owner's Policy of Title Insurance insuring
Developer in the amount of the Campbell Court Purchase Price in respect of Campbell
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Court and that title is vested in Developer subject only to the Developer Permitted
Encumbrances.
All of the foregoing conditions are for the benefit of Developer, and Developer may choose, in
Developer's sole discretion, to proceed with the Closing, despite having knowledge that one or more
of the above conditions have not been satisfied.
10.2 Conditions to the City's Obligation to Close.
The following are conditions precedent to the City's obligation to sell Campbell Court to
Developer:
10.2.1 The City acquires all rights, title, and interest of GRTC's in Campbell Court in
accordance with the terms and conditions of the City and GRTC Exchange
Agreement.
10.2.2 The City acquires the GRTC Relocation Parcels from the GRTC Relocation Parcels
Owners in accordance with the GRTC Relocation Parcels Agreement.
10.2.3 The City completes construction of the temporary transit facility for GRTC at the
GRTC Relocation Parcels and GRTC receives all permits and approvals needed under
Applicable Law to operate its transit operations at such temporary facility.
10.2.4 The fulfillment to City's reasonable satisfaction of Developer's obligation to acquire
fee simple title ownership of the Future Rail Station Parcels and the issuance to
Developer of its A.L.T.A. (Form B) Owner's Policy of Title Insurance insuring
Developer in respect of the Future Rail Station Parcels and title is vested in Developer,
subject only to the Future Rail Station Parcels Permitted Encumbrances.
10.2.5 The City must be satisfied in its sole discretion with the results of its due diligence
and inspections of the Future Rail Station Parcels.
10.2.6 The City shall have obtained, at the City's expense, all Approvals deemed necessary
or advisable by the City for the construction of the Future Rail Station Facility in
accordance with Article VI of this Agreement
10.2.7 Developer must not be in default of Developer's obligations under this Agreement,
and Developer's representations and warranties in this Agreement must remain true
and correct as of the Closing.
All of the foregoing conditions are for the benefit of the City, and the City may choose, in its sole
discretion, to proceed with the Closing, despite having knowledge that one or more of the above
conditions have not been satisfied.
10.3 Conditions to Close on Campbell Court to which Developer and the City are Subject
Notwithstanding the conditions precedent to Developer's obligation to close on the acquisition
of Campbell Court by Developer and the conditions precedent to the City's obligation to close
on the transfer of Campbell Court to Developer, the obligation of the Parties to close on the
sale of Campbell Court are expressly subject to:
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10.3.1 The prior written approval of all transactions contemplated in this Agreement
involving the acquisition of the GRTC Relocation Parcels by GRTC and the transfer
of Campbell Court as contemplated in the City and GRTC Exchange Agreement by
the FTA, without conditions or restrictions unacceptable to the City or GRTC. Under
no circumstances may either Party waive this condition.
10.3.2 The temporary transit facility for use by GRTC has been substantially completed,
available for use by GRTC in accordance with Applicable Law, including issuance
of a final certificate of occupancy from the City of Roanoke Planning, Building and
Development Department, and GRTC has acquired all rights, title and interests of the
City in the GRTC Relocation Parcels in accordance with the terms and conditions of
the City and GRTC Exchange Agreement.
10.3.3 The Parties are prepared to close on the sale of the Future Rail Station Parcels at
Closing, subject only to the consummation of the transfer of Campbell Court to
Developer in accordance with this Agreement.
ARTICLE XI
CONDITIONS TO CLOSE THE SALE OF
THE FUTURE RAIL STATION PARCELS
11.1 Conditions to the City's Obligation to Close.
The following are conditions precedent to the City's obligation to purchase the Future Rail Station
Parcels:
11.1.1 The fulfillment to the City's reasonable satisfaction of Developer's obligation to
convey title to the Future Rail Station Parcels on the Closing Date to the City pursuant
to the terms and conditions of this Agreement.
11.1.2 The City shall have obtained, at the City's expense, all Approvals deemed necessary
or advisable by the City for the construction of the Future Rail Station Facility by the
City in accordance with Article VI of this Agreement.
11.1.4 The City must be satisfied in its sole discretion with the results of its due diligence and
inspections of the Future Rail Station Parcels conducted during the City's Inspection
Period.
11.1.5 Developer must not be in default of Developer's obligations under this Agreement and
Developer's representations and warranties in the Agreement must remain true and
correct as of the Closing.
11.1.6 The Title Company's commitment to issue, on payment of its normal premium, to the
City its A.L.T.A. (Form B) Owner's Policy of Title Insurance insuring the City in the
amount of the Future Rail Station Parcels Purchase Price in respect to the Future Rail
Station Parcels and that title to the Future Rail Station Parcels is vested in the City
subject only to the City Permitted Encumbrances.
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All of the forgoing conditions are for the benefit of the City, and the City may choose, in its sole
discretion, to proceed with the Closing despite having knowledge that one or more of the above
conditions have not been satisfied.
11.2 Conditions to Developer's Obligation to Close.
The following are conditions precedent to Developer's obligation to sell the Future Rail Station
Parcels to the City:
11.2.1 The City must not be in material default of the City's obligation under this Agreement.
11.2.2 The City's representations and warranties in this Agreement remain true and correct as
of the Closing.
All of the forgoing conditions are for the benefit of Developer and Developer may choose, in its sole
discretion, to proceed with the Closing despite having knowledge that one or more of the above
conditions have not been satisfied.
11.3 Conditions to Close on Future Rail Station Parcels to which the City and Developer are
Subject.
Notwithstanding the conditions precedent on the City's obligation to close on the acquisition
of the Future Rail Station Parcels by the City, and the conditions precedent to Developer's
obligations to close on the transfer of the Future Rail Station Parcels to the City, the obligation
of the Parties to close on the Future Rail Station Parcels is expressly subject to consummation
of the transfer of Campbell Court to Developer at the Closing in accordance with the terms
and conditions of this Agreement. Under no circumstance may either Party waive this
condition.
ARTICLE XII
CLOSING DATE
12.1 Closing Date. The Closing date shall occur prior to June 30, 2020 on a date selected by
Developer ( "Closing Date ") that is on the date which is the later to occur of (i) within thirty
(30) Days to one hundred twenty (120) Days after satisfaction of all conditions set forth in
Article XI of this Agreement; or (ii) Thirty (30) Days after GRTC transfers all right, title and
interest in Campbell Court to the City and GRTC vacates its transit operations from Campbell
Court. Developer shall provide the City with not less than thirty (30) Days advance written
notice of the Closing Date. The Closing shall occur at a mutually acceptable time (anticipated
to be approximately 10:00 a.m. prevailing Roanoke, Virginia time) on the Closing Date in the
Office of the City Attorney, or at such other location and time as the Parties shall approve.
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ARTICLE XIII
CLOSING DELIVERABLES AND MECHANICS
13.1 Ci 's Obligations at Closing.
On the Closing Date, the City shall (i) sell and convey Campbell Court to Developer, and (ii)
purchase and acquire the Future Rail Station Parcels from Developer, by delivering or causing
to be delivered to Developer the following:
13.1.1 The duly executed and acknowledged Campbell Court Deed conveying to
Developer Campbell Court in accordance with the provisions of this
Agreement, in its "as is" condition without any representations or warranties
with respect to the presence of hazardous materials. At the request of
Developer, the City shall convey Campbell Court to Developer by using the
survey of Campbell Court obtained Developer during the Developer Inspection
Period as the description in the Campbell Court Deed, provided to the extent of
any differences in the survey and the City's source deed, any such discrepancies
will be conveyed by quit claim deed.
13.1.2 A mechanic's lien affidavit executed by the City, satisfactory to the Title
Company, and to the effect that no work has been performed on Campbell
Court by the City in the 125 Days immediately preceding the Closing Date that
could result in a mechanic's lien claim or, if such work has been performed, it
has been paid in full.
13.1.3 Such documents as may be reasonably required by the Title Company to
evidence that authority of the person(s) executing the various documents on
behalf of the City in connection with the sale of Campbell Court.
13.1.4 A written certification that the City's warranties and representations in Section
18.1 of this Agreement remain true and correct as of the Closing Date.
13.1.5 A duly executed counterpart of a closing statement for the Closing.
13.1.6 Any other documents or items to be delivered pursuant to this Agreement or
other documents reasonably required by the Title Company or Developer and
that do not include the payment of money, indemnity, or the assumption of any
liability or obligation.
13.2 Developer's Obligations at Closing.
On the Closing Date, Developer shall (i) purchase and acquire Campbell Court from the City,
and (ii) sell and transfer the Future Rail Station Parcels to the City, by delivering or causing
to be delivered to the City the following:
13.2.1 The duly executed Future Rail Station Parcels Deed, conveying to the City the
Future Rail Station Parcels in accordance with the provisions of this Agreement
in their "as is" condition without any warranties or representations with respect
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to the presence of hazardous materials. At the request of the City, Developer
shall convey the Future Rail Station Parcels to the City by using the survey of
the Future Rail Station Parcels obtained by the City during the City's Inspection
Period as the description in the Future Rail Station Parcels Deed provided to
the extent of any differences in the survey and Developer's source deed, any
such discrepancies will be conveyed by quit claim deed.
13.2.2 A copy of the owner's title insurance policy, without standard exclusions or
special exceptions, issued and effective, insuring fee simple title to the Future
Rail Station Parcels is vested in Developer or if Developer acquiring the Future
Rail Station Parcel, at or in connection with Closing, a Pro Forma title insurance
policy.
13.2.3 A mechanics' lien affidavit executed by Developer, satisfactory to the Title
Company, and to the effect that no work has been performed at the Future Rail
Station Parcels by Developer in the 125 Days immediately preceding the
Closing Date that could result in a mechanic's lien claim, or, if such work has
been performed, it has been paid in full.
13.2.4 Such documents as may be reasonably required by the City to evidence the
authority of the person(s) executing the various documents on behalf of
Developer in connection with this Agreement.
13.2.5 A written certification that Developer's representations and warranties set forth
in Section 18.2 of this Agreement remain true and correct as of the Closing
Date.
13.2.6 A duly executed counterpart of the closing statement for the Closing.
13.2.7 Evidence reasonably satisfactory to the City that Developer, at Developer's
option, and with the approval of FTA, either (i) has assumed the leases of any
tenants and occupants of Campbell Court effective as of Closing Date, and paid
all amount due to tenant and occupants of the Future Rail Station Parcels due
under the Uniform Relocation Act, or (ii) has paid all amounts due to tenants
and occupants of Campbell Court whose leases were not assumed and the
Future Rail Station Parcels under the Uniform Relocation Act, including
without limitation, payment of all displacement costs and expenses and all
relocation expenses of any such tenants ( "Tenant Relocation Expenses ").
Unless this Agreement is terminated as provided herein, the City agrees not to
renew any lease for Campbell Court without the consent of the Developer
except on a month -to -month basis.
13.2.8 Any other documents required to be delivered pursuant to this Agreement or
reasonably required by the City and that do not require (except as set forth in
this Agreement) the payment of money, indemnity or the assumption of any
liability or obligation.
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13.3 Prorated Expenses.
At the Closing, real property taxes, stormwater utility fees, and solid waste collection fees, if
any, shall be prorated as follows, with respect to Campbell Court, the City shall be responsible
for all amounts due prior to the Closing Date and Developer being responsible for all periods
thereafter; and with respect to the Future Rail Station Parcels, Developer shall be responsible
for all amounts due prior to the Closing Date and the City being responsible for all periods
thereafter. The settlement of such prorated expenses shall occur at the Closing or as soon
thereafter as reasonably possible.
13.4 Developer's Expenses.
Developer shall pay for (i) all costs of Developer's investigations of Campbell Court, including
but not limited to Developer's examination of title; (ii) all attorneys' fees and expenses
incurred by legal counsel for Developer; (iii) any Grantee's tax and the recording charges
required in connection with the Campbell Court Deed; (iv) the title insurance premium for
issuance of the Title Policy; and (v) Grantor's Tax, if any, for the transfer of the Future Rail
Station Parcels.
13.5 The City's Expenses.
The City shall pay for (i) the Grantor's tax, if any, for transfer of Campbell Court; (ii) the
Grantee's tax, if any, and the recording charges for the transfer of the Future Rail Station
Parcels; and (ii) its legal fees and expenses in connection with this Agreement including the
fees and expenses in connection with the City Inspections.
13.6 Possession.
13.6.1 The City shall deliver exclusive possession of Campbell Court to Developer on the
Closing Date, subject to the provisions of this Agreement.
13.6.2 Developer shall deliver exclusive possession of the Future Rail Station Parcels to the
City on the Closing Date, subject to the provisions of this Agreement.
ARTICLE XIV
POST - CAMPBELL COURT CLOSING OBLIGATIONS OF DEVELOPER
Developer shall satisfy the following conditions following the Closing:
14.1 Developer shall commence Construction of the Development Project within
ninety (90) Days following the Closing Date.
14.2 Developer shall complete the Development Project by the Construction
Completion Date in substantial conformance with the terms and conditions of
the Development Project, and shall follow City streetscape design standards for
all work within any public right -of -way.
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14.3 Developer shall remove, at its sole cost and expense and in compliance with
Applicable Law, all underground tank storage systems located at Campbell
Court.
14.4 Developer shall satisfy all performance standards set forth in the Special
Construction Requirements Performance Grant Agreement, the Public
Infrastructure Improvements Performance Grant Agreement, and the EDA
Operating Performance Grant Agreement.
In the event that Developer fails to perform any of its obligations under this Section 14, the City shall
have all of its remedies under this Agreement and the City and the EDA, as applicable, will have all
of their respective rights and remedies under the Special Construction Requirements Performance
Grant Agreement, the Public Infrastructure Improvements Performance Grant Agreement, and the
EDA Operating Performance Grant Agreement.
ARTICLE XV
CONDEMNATION
15.1 The City has no actual knowledge of any pending or threatened condemnation of Campbell
Court. However, if, after the Effective Date and prior to the Closing Date, all or any part of
Campbell Court is subject to a bona fide thereat of condemnation or condemned or taken by a
Government Entity having the power of eminent domain or a transfer in lieu of condemnation,
the City shall promptly notify Developer in writing and within thirty (30) Days after receipt of
written notice, either Party may, by written notice to the other party elect to cancel this
Agreement prior to the Closing Date, in which event all Parties shall be relieved and released
of and from any further duties, obligations, rights, or liabilities hereunder, and this Agreement
shall be deemed terminated and of no further force and effect. If no such election is made by
either Party to cancel this Agreement, this Agreement shall remain in full force and effect and
the purchase contemplated herein, less any interest taken by condemnation or eminent domain,
shall be effected with no further adjustments, and on the Closing Date the City shall assign,
transfer, and set over to Developer all of the right, title, and interest of the City in and to any
awards that have been or that may thereafter be made for any such taking or takings with
respect to Campbell Court.
15.2 Developer has no actual knowledge of any pending or threatened condemnation of the Future
Rail Station Parcels. However, if, after the Effective Date, and prior to the Closing Date, all
or any part of the Future Rail Station Parcels are subject to a bona fide threat of condemnation
or condemned or taken by a Government Entity having a power of eminent domain or a
transfer in lieu of condemnation, Developer shall promptly notify the City in writing and
within thirty (30) Days after receipt of written notice, either Party may, by written notice to
the other, elect to cancel this Agreement prior to the Closing Date, in which event all Parties
shall be relieved and released of any further duties, obligations, rights, or liabilities hereunder
and this Agreement shall be deemed terminated and of no further force or effect. If no such
election is made by either Party to cancel this Agreement, this Agreement shall remain in full
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force and effect and the purchase contemplated herein, less any interest taken in condemnation
or eminent domain, shall be effected without further adjustment and on the Closing Date,
Developer shall assign, transfer, and set over to the City all of the right, title, and interest of
Developer in and to any awards that have been made or may thereafter be made for any such
taking or takings with respect to the Future Rail Station Parcels.
ARTICLE XVI
RISK OF LOSS
16.1 Risk of loss by fire or other casualty for Campbell Court shall be on the City until the Closing
is completed, subject only to the obligations of the Parties under this Agreement. If Campbell
Court is substantially damaged or destroyed before the Closing by such casualty, then either
of the Parties may cancel this Agreement by giving written notice of such cancellation to the
other Party and neither Party will have any further obligations to the other (except as otherwise
specifically provided in this Agreement). In the event that neither Party cancels this
Agreement, Developer shall acquire Campbell Court in accordance with this Agreement and
shall receive all proceeds of insurance.
16.2 Risk of loss by fire or other casualty for the Future Rail Station Parcels shall be on Developer
until the Closing is completed, subject only to the obligations of the Parties under this
Agreement. If the Future Rail Station Parcels are substantially damaged or destroyed before
the Closing by such casualty, then the City may elect to (i) acquire the Future Rail Station
Parcels and receive all proceeds of insurance received by Developer; or (ii) cancel the Closing,
in which event, neither Party will have any further obligations to the other (except as otherwise
specifically provided in this Agreement). Developer shall maintain fire and extended coverage
insurance on the Future Rail Station Parcels, at the full replacement value, pending
consummation of the Closing.
ARTICLE XVII
BROKER'S COMMISSIONS
17.1 The Parties represent, and warrant that they have not incurred any liability or obligation —
whether contingent or otherwise — for a brokerage commission, a finder's fee, or any other
similar payment in connection with this Agreement or the transaction contemplated herein.
ARTICLE XVIII
REPRESENTATIONS AND WARRANTIES
18.1 City's Representations and Warranties.
The City represents and warrants, as of the Effective Date and as of the Closing, to Developer,
with respect to Campbell Court that:
18.1.1 Title. The City has entered into the City and GRTC Exchange Agreement
and, upon performance of the City and GRTC Exchange Agreement, the
City will be the legal and beneficial fee simple title holder of Campbell
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Court, and will have good, marketable title to Campbell Court, free and
clear of all liens, encumbrances, claims, covenants, conditions, restrictions,
easements, right -of -way, options, judgments, or other matters, subject only
to such matters disclosed in the title report and existing plat for Campbell
Court. The City will convey Campbell Court to Developer by Campbell
Court Deed.
18.1.2 Special Taxes. Campbell Court is subject to the Downtown Service District
special assessment set forth in Sections 32 -102 through 32- 102.4, Code of the
City of Roanoke (1979), as amended. The City has no knowledge of, nor has
it received notice of, any other special assessments or special taxes relating to
Campbell Court or any part thereof.
18.1.3 Condemnation. The City has no knowledge of any pending or threatened
proceedings for condemnation or the exercise of the right of eminent
domain as to any part of Campbell Court or the limiting or denying of any
right of access thereto.
18.1.4 Hazardous Materials.The City makes no representations with respect to
Campbell Court.
18.1.5 Leases. Campbell Court is subject to the Leases identified in Exhibit G
attached hereto and made a part hereof. Such leases shall not be modified,
amended, or extended without the prior written approval of Developer.
18.1.6 Access. Access to Campbell Court is provided at Campbell Avenue, S.W.,
and Salem Avenue, S.W., public streets.
18.1.7 No Conflicts. The City's execution and performance of this Agreement
does not (i) breach any other agreement to which the City is a party; or (ii)
violate any law, judgment, or order to which the City is subject.
18.1.8 No Notice of Violation. The City has received no notice of any violation of
the zoning requirements or other Applicable Law with respect to Campbell
Court.
18.1.9 No Litiszation. No litigation, claim, or arbitration is pending or, to the
knowledge of the City or GRTC, threatened, with regard to Campbell
Court.
18.2 Developer's Representation and Warranties.
Developer represents and warrants, as of the Effective Date and as of the Closing, with respect
to Future Rail Station Parcels that:
18.2.1 Title. Developer has legal, binding agreements to acquire the Future Rail
Station Parcels and, as of the Closing will be the legal and beneficial fee simple
titleholder of Future Rail Station Parcels and has good, marketable title to
Future Rail Station Parcels, free and clear of all liens, encumbrances, claims,
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covenants, conditions, restrictions, easements, rights of way, options,
judgments, or other matters, created by Developer, subject to all matters
disclosed by the Title Report and the plat of the Future Rail Station Parcels.
Developer will convey or cause to be conveyed, title to the Future Rail Station
Parcels to the City by the Future Rail Station Parcels Deed.
18.2.2 Condemnation. Developer has no knowledge of any pending or threatened
proceedings for condemnation or the exercise of the right of eminent domain
as to any part of Future Rail Station Parcels or the limiting or denying of any
right of access thereto.
18.2.3 Special Taxes. The Future Rail Station Parcels are subject to the Downtown
Service District special assessment as set forth in Sections 32 -102 through 32-
102.4, Code of City of Roanoke (1979), as amended. Developer has no
knowledge of, nor has it received any notice of, any other special taxes or
assessments relating to the Future Rail Station Parcels or any part thereof.
18.2.4 Hazardous Materials. Developer makes no warranties, covenants, or
representations of any type regarding hazardous materials of any type with
respect to the Future Rail Station Parcels.
18.2.5 Leases. The Future Rail Station Parcels are subject to the Leases identified in
Exhibit H attached hereto and made a part hereof. The leases shall not be
modified, amended, or extended without the prior written approval of the City.
At the sole option of the City, all such leases shall be terminated prior to the
Closing.
18.2.6 Access. Ingress to and egress from the Future Rail Station Parcels is available
and provided through Jefferson Street and Norfolk Avenue, S.W..
18.2.7 No Conflicts. Developer's execution and performance of this Agreement does
not: (i) breach any other agreement to which Developer is a party; or (ii) violate
any law, judgment, or order to which Developer is subject.
18.2.8 No Notice of Violations. Developer has received no notice of any violation of
zoning requirements or other ordinances, rules or regulations with respect to
Future Transit Station Parcels.
18.2.9 No Litigation. There is no litigation, claim, or arbitration, pending or, to the
knowledge of Developer, threatened, with regard to Future Rail Station Parcels.
18.2.10 Due Organization. Developer is a Virginia limited liability company, qualified
to conduct business and in good standing in Virginia, and has the right to own
its assets and operate it business in the ordinary course.
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(i) The sole member of Developer is Lucas Thornton.
(ii) The sole manager of Developer is Lucas Thornton.
(iii) The manager of Developer have been authorized to execute and
perform this Agreement, the documents and agreements referred to in this
Agreement, and take all actions necessary to effectuate this Agreement on
behalf of Developer.
ARTICLE XIX
DEFAULT IN CLOSING OBLIGATIONS
19.1 Developer Default. In the event that the Closing does not occur solely by reason of default
by Developer, and the City has fully performed its obligations and is prepared to consummate the
Closing, the City shall retain the GRTC Relocation Expenses Payment and shall have all of its
remedies at law or in equity, including the remedy of specific performance. The City may also retain
the GRTC Relocation Expenses Payment and terminate this Agreement and neither Party shall have
any further rights or obligations hereunder except for Developer's indemnity obligations that will
survive the termination of this Agreement.
19.2 City Default. In the event that the Closing does not occur solely by reason of default by the
City, and Developer has fully performed its obligations and is prepared to consummate the Closing,
Developer shall have all of its remedies at law or in equity, including the remedy of specific
performance. Developer may terminate this Agreement, in which event the GRTC Relocation
Expenses Payment shall be reimbursed to Developer and upon Developer's receipt of such payments
neither Party shall have any further rights or obligations hereunder.
ARTICLE XX
LIMITATIONS ON ASSIGNMENTS
Each Party agrees not to assign or transfer any part of the Party's rights or obligations under
this Agreement without the prior written consent of the other Party, which consent shall not be
unreasonably withheld, and any such assignment shall not relieve the assigning Party from any of its
obligations under this Agreement.
ARTICLE XXI
NOTICES
All notices hereunder must be in writing and shall be deemed validly given, by personal service, if
sent by certified mail, return receipt requested, or by a nationally recognized overnight courier,
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addressed as follows (or any other address the party to be notified may have designated to the sender
by like notice):
If to City: City of Roanoke,
ATTN: City Manager
364 Noel C. Taylor Municipal Building
215 Church Avenue, S.W.
Roanoke, Virginia 24011
Fax No. 540- 853 -2333
With a Copy to: City of Roanoke Department of Economic Development
ATTN: Economic Development Director
117 Church Avenue, S.W.
Roanoke, Virginia 24011
Fax No. 540- 853 -1213
If to Developer: Hist:Re Partners, LLC
ATTN: Lucas Thornton
631 Campbell Avenue, SE
Suite 1
Roanoke, VA 24013
With a Copy to: Woods Rogers PLC
ATTN: R. Neal Keesee, Jr.
10 S. Jefferson Street, Suite 1400
Roanoke, VA 24011
Fax No. 540- 983 -7711
Notice shall be deemed delivered on the date of personal service, five days after deposit in the United
States mail, or the day after delivery to a nationally recognized overnight courier.
ARTICLE XXII
APPROVAL BY CITY COUNCIL
This Agreement is subject to approval by the City Council of the City of Roanoke after public
hearing. Developer shall be responsible for all advertising costs and other expenses incurred by the
City and paid to third party vendors in connection with public hearings.
ARTICLE XXIII
GENERAL PROVISIONS
23.1 Time. Time is of the essence in the performance of the Parties' respective obligations in this
Agreement.
23.2 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on, the
Parties hereto and their respective successors and permitted assigns.
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23.3 Counterpart Copies. This Agreement may be executed in one or more counterparts, and all
such counterparts so executed shall constitute one Agreement binding on all of the Parties
hereto, notwithstanding that all of the Parties are not signatories to the same counterpart.
23.4 Construction. The Parties acknowledge that each Party and its counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
23.5 Severability. If a provision of this Agreement is determined to be unenforceable in any respect,
the enforceability of the provision in any other respect and of the remaining provisions of this
Agreement shall not be impaired.
23.6 Cooperation. Each Party agrees to cooperate with the other in a reasonable manner to carry
out the intent and purpose of this Agreement.
23.7 Authority To Sign. The persons who have executed this Agreement on behalf of the Parties
represent and warrant they are duly authorized to execute this Agreement on behalf of their
respective entity.
23.8 Non - waiver. Each Party agrees that any Party's waiver or failure to enforce or require
performance of any term or condition of this Agreement or any Party's waiver of any particular
breach of this Agreement by any other Party extends to that instance only. Such waiver or
failure is not and shall not be a waiver of any of the terms or conditions of this Agreement or
a waiver of any other breaches of the Agreement by any Party and does not bar the non -
defaulting Party from requiring the defaulting Party to comply with all the terms and
conditions of this Agreement and does not bar the non - defaulting Party from asserting any and
all rights and /or remedies it has or might have against the defaulting Party under this
Agreement or by law.
23.9 Faith Based Organizations. Pursuant to Virginia Code Section 2.2.4343 1 be advised that the
City and GRTC do not discriminate against faith -based organizations
ARTICLE XXIV
NONDISCRIMINATION
24.1 Developer will not discriminate against any employee or applicant for employment because of
race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state
law relating to discrimination in employment, except where there is a bona fide occupational
qualification reasonably necessary to normal operation of Developer. Developer agrees to
post in conspicuous places, available to employees and applicants for employment, notices
setting forth the provisions of this nondiscrimination clause.
24.2 Developer in all solicitations or advertisements for employees placed by or on behalf of
Developer will state that Developer is an equal opportunity employer.
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24.3 Notices, advertisements and solicitations placed in accordance with federal law, rule or
regulation shall be deemed sufficient for the purpose of meeting the requirements of this
Section.
ARTICLE XXV
COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION
Developer agrees to comply with all Applicable Law, including all licensing requirements. Developer
further agrees that Developer does not, and shall not, during the performance of this Agreement,
knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control
Act of 1986.
ARTICLE XXVI
COMPLIANCE WITH STATE LAW; FOREIGN AND DOMESTIC BUSINESSES
AUTHORIZED TO TRANSACT BUSINESS IN THE
COMMONWEALTH OF VIRGINIA
Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended, which
provides that a contractor organized as a stock or nonstock corporation, limited liability company,
business trust, or limited partnership or registered as a registered limited liability partnership shall be
authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business
entity if so required by Title 13.1 or Title 50 or as otherwise required by law. Developer agrees not
to allow its existence to lapse or its certificate of authority or registration to transact business in the
Commonwealth of Virginia, if so required under Title 13.1 or Title 50, to be revoked or cancelled at
any time before Closing, and to promptly cure any such lapse, revocation or cancellation following
notice from the City. It shall be a condition of the City's closing obligations under Articles X and XI
above that Developer not be in breach of this Article XXVI.
ARTICLE XXVII
APPROPRIATION OF FUNDS
All obligations or funding to be undertaken by the City in connection with this Agreement are subject
to the availability of funds and the appropriation of such funds by City Council as may be necessary
for such obligations or funding. The City Manager shall include funding for the City's obligations
under this Agreement in each annual budget proposed by the City Manager. If any such funding is
not approved, withdrawn, or otherwise not made available for this Agreement, with the result that City
is unable to perform its obligations under this Agreement, City shall provide Developer with written
notice of such unavailability of funding.
ARTICLE XXVIII
FORCE MAJEURE
None of the Parties shall be in default or otherwise liable for any delay in or failure of its performance
under this Agreement if such delay or failure arises by any reason beyond its reasonable control,
including any act of God, any acts of common enemy, the elements, earthquakes, floods, fires,
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epidemics, riots, strikes, failures or delay in transportation or communication, shortages of material,
approval delays or any act or failure to act by the other party or such other party's employees, agents
or contractors; provided, however, that Developer's lack of funds shall not be deemed to be a reason
beyond Developer's reasonable control. The Parties shall promptly inform and consult with each
other as to any of the above causes which in their judgment may or could be the cause of a delay in
the performance of this Agreement.
For purposes of this Agreement, any one (1) delay caused by any such occurrence shall not be deemed
to last longer than six (6) months and the Party claiming delay caused by any and all such occurrences
shall give the other Party written notice of the same within 30 Days after the date such claiming party
learns of such occurrence. Notwithstanding anything else set forth above, after a total of twelve (12)
months of delays of any type have been claimed by a Party as being subject to force majeure, no
further delays or claims of any type shall be claimed by such Party as being subject to force majeure
and /or being an excusable delay.
ARTICLE XXIX
ENTIRE AGREEMENT
This Agreement, including, without limitation, its exhibits and other attachments, contains the entire
understanding of the Parties regarding its subject matter and supersedes all prior and contemporaneous
negotiations and agreements, whether written or oral, between the Parties with respect to its subject
matter. Without limitation, and for avoidance of any doubt, the preceding sentence shall not operate
to invalidate or supersede any separate agreements between the Parties regarding the Incentives. No
amendment to this Agreement shall be valid unless made in writing and signed by the Parties.
ARTICLE XXX
FORUM SELECTION AND CHOICE OF LAW
By virtue of entering into this Agreement, the Parties agree and submit themselves to a court of
competent jurisdiction, which shall be the Circuit Court or General District Court for City of Roanoke,
Virginia, and further agree that this Agreement is controlled by the laws of the Commonwealth of
Virginia, with the exception of Virginia's conflict of law provisions which shall not apply, and that
all claims, disputes and other matters shall be decided only by such court according to the laws of the
Commonwealth of Virginia as aforesaid. Each Party further waives and agrees not to assert in any
such action, suit or proceeding, that the Party is not personally subject to the jurisdiction of such
courts, that the action, suit or proceeding, is brought in an inconvenient forum or that the venue of the
action, suit or proceeding, is improper.
ARTICLE XXXI
TAX FREE EXCHANGE
The parties acknowledge that Developer may consummate this transaction as part of a like -kind
exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided
that: (i) Closing shall not be delayed; (ii) City shall not be required to acquire or hold title to any real
property for purposes of consummating the exchange except as contemplated herein, and (iii) City
33
Final draft 12.27.2018
shall incur no additional expense on account of Developer entering into such exchange.
Notwithstanding the foregoing, the City agrees to cooperate with Developer to the extent reasonably
necessary to effectuate any such exchange.
SIGNATURE PAGES TO FOLLOW
34
Final draft 12.27.2018
IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized
representatives as of the date of this Agreement.
WITNESS:
Print name and title
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE
CITY OF ROANOKE, VIRGINIA
By:
Robert S. Cowell, Jr.
City Manager
The foregoing Agreement was acknowledged before me this day of , 2019, by
Robert S. Cowell, Jr., the duly authorized City Manager of the City of Roanoke, Virginia, a Virginia
Municipal Corporation.
My Commission expires:
Approved as to form:
Notary Public
Approved as to execution:
SEAL
Final draft 12.27.2018
35
WITNESS:
Print name and title
STATE OF
CITY /COUNTY of
HIST:RE PARTNERS, LLC
am
Lucas Thornton, Manager/Member
The foregoing Agreement was acknowledged before me this day of , 2019, by
Lucas Thornton, the duly authorized manager of Hist:Re Partner LLC, a Virginia limited liability
company, on behalf of Hist:Re Partners, LLC.
My Commission expires:
Notary Public
SEAL
36
Final draft 12.27.2018
EXHIBIT A
Description of Campbell Court
Those parcels of real property, together with improvements thereon, situated at 29 Campbell Avenue
SW and 30 Salem Avenue SW, Roanoke, VA 24011, and bearing Official Tax Parcel Nos. 1011105,
1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120,
1011122, and 1011129, containing, in the aggregate, approximately 1.0674 acres.
37
Final draft 12.27.2018
EXHIBIT B
Development Project
38
Final draft 12.27.2018
H is`: Re
PARTNERS LLC
December 12, 2018
Mr. Bob Cowell
City Manager
City of Roanoke
215 Church Ave. S.W., 24011
Re: Exhibit B - Proposed New Street and Real Estate Improvements at the former Campbell
Court Site
Dear Bob:
Thank you for your consideration of the proposed redevelopment of Campbell Court. As an
addendum to the architectural renderings included as Exhibit B, I have included various notes
and details relevant to the project below. Specifically, as part of this project, we are proposing:
• A mixed -use development totaling more than 110,000 SF of constructed area.
• A contextual architectural design with multiple facades ranging from three to five
stories designed to complement the small lot vertical development characteristic of
Roanoke.
• More than 15,000 SF of retail or office use on the ground level to activate the new street.
• More than sixty street trees along the newly built street, as well as along Campbell
Avenue and Salem Avenue.
• All masonry facades along Campbell and Salem Avenues, as well as the new street.
• A new street built with pavers and characterized by greater than 15' wide sidewalks,
heavy plantings, new street lamps, benches and bike racks - all in line with the city's
standards and goals for Downtown.
• New buildings with raised parapet walls to conceal all mechanical systems.
• Heavily fenestrated buildings with multiple window types featuring brick and pre-
cast concrete sills and headers.
• Storefronts defined by awnings, canopies, traditional wood detailing, pre -cast
masonry elements as well as a variety of glass window and door configurations.
• Traditional cornice types, featuring masonry, pre -cast and wood elements.
• More than 300 linear feet of new sidewalk, new cross walks, 12 new on street parking
spaces as well as more than 26 off street parking spaces.
631 Camphell Ave_ � F., Roanoke VA 24013
(p) 340/343 -3640 (t) 540/344-4-226
WN%'%V.histrepartners.com
As we have discussed, the outlined project is expected to cost in excess of $25M and will have a
significant transformative impact on the blocks between Jefferson and 1St Street and along
Campbell and Salem Avenues as well as Norfolk Avenue.
Our development is guided by the principles put forward by the Congress for the New Urbanism
and looks to the defining historic, commercial vernacular architecture of Roanoke as an
inspiration for the future. We hope that our emphasis on the pedestrians experience will be
manifest and that the proposed project will be a complement to the town we know and love.
If you have any questions or would like to discuss further, please do not hesitate to contact me.
Thank you very much for your leadership and guidance on this project.
Sincerely,
Lucas L. Thornton
Managing Member
The Hist:Re Partners, LLC
CC Brian Townsend, Assistant City Manager
Sherman Stovall, Assistant City Manager
The Honorable Sherman P. Lea, Sr., Mayor
Street View from Salem Ave looking through new Strut
ROANOKE PARTNERS Lc Transit Oriented Development: Mixed Use and Intermodal Facility
Roanoke, Virginia Preliminary, May 2U 18
&9 u - M-0
Street View from Campbell Ave looking through new Street��
Transit Oriented Development: Mixed Use and Intermodal Facility
ROANOKE PARTNERS LLC ry Roanoke, Prehmma ,Ma 2016
Virginia Y - -
,
-
i
a f
{
'I
� 1
Hi9tey Bird's Eye View looking Southeast 8�7 Transit Oriented Development: Mixed Use and Intermodal Facility
ROANOKE PARTNERS LLC ry y
Roanoke, Virginia Prelimina �, hta � 2018
Exhibit B
ROANOKE CITY, VIRGINIA
STREET LEVEL AREA PLAN
NOT TO SCALE MvJLjEx
NOT FOR CONSTRUCTION
12/11/2018
Roanoke, Virginia 03160083 00
Exhibit B
ROANOKE CITY, VIRGINIA
�1-1-1) SO0.6
SECOND FLOOR AREA PLAN
['-]APARTMENT
❑ COMMERCIAL SPACE
M CORRIDOR
ELECTRICAL
NOT TO SCALE F)1 I ZFQ
NOT FOR CONSTRUCTION
12/11/2018
Roanoke, Virginia 0316008300
I-
Exhibit B
ROANOKE CITY. VIRGINIA
ll(SD0.7 (;>
THIRD FLOOR AREA PLAN
APARTMENT
F� COMMERCIAL SPACE
CORRIDOR
ELECTRICAL
M ELEVATOR
F-] MECHANICAL
IS STAIR
NOT TO SCALE 547TIQ
NOT FOR CONSTRUCTION
12/11/2018
Roanoke, Virginia 03160083.00
Exhibit B
ROANOKE CITY. VIRGINIA
SD0.7 4
FOURTH FLOOR AREA PLAN
APARTMENT
CORRIDOR
ELECTRICAL
ELEVATOR
NOT TO SCALE
NOT FOR CONSTRUCTION
12/11/2018
Roanoke, Virginia 03160083.00
Bt'�laZ��
Exhibit B
ROANOKE CITY, VIRGINIA
SD0.7 SD0.6
FIFTH FLOOR AREA PLAN
NOT TO SCALE
NOT FOR CONSTRUCTION
12/11/2018
Roanoke, Virginia 0316008300 ,..
Exhibit B
ROANOKE CITY, VIRGINIA
EXTERIOR ELEVATION
FIFTH FLOOR
+58' - 0'
FOURTH FLOOR
,44'- 0'
THIRDFLOOR
+30'- 0"
SECOND FLOOR
'16-0"
STREET LEVEL `l
+0 -0• `*
NOT TO SCALE
NOT FOR CONSTRUCTION
12/11/2018
Roanoke, Virginia 03160083.00
ULW/M
Exhibit B EXTERIOR ELEVATION NOT TO SCALE
NOT FOR CONSTRUCTION
FIFTH FLOOR
•68' -0' ti
FOURTH FLOOR
-44'- 0"
THIRD FLOOR h
+30' - 0' 7
SECOND FLOOR
STREET LEVEL
ROANOKE CITY, VIRGINIA 12/11/2018
Roanoke, Virginia 03160083.00
LJL LJ ItIP
KEY'
PROPOSED NEW BUILDING
ffm EXISTING AMTRAK PLATFORM /CANOPY
SITE INFORMATION (PARCEL #1):
TNN ,o TM /:,D
GREA
]O BALENRAV NSIT COMPANY N°IE 5 IT COMPANY 25 CAMIBELE
OwMDwN
PARCEL sze D.os Ac. PARCEL saE. o.os Ac.
TMN ro rM110
GREATER�ROA TRANSIT COMPANY EATER ROAN IT COMPANY
ZONI AMPBELL AVE. SR
PARCEL SIZE:O1 119 AC. PARCEL SIZE. I'S AC.
T10 101 TMN°
EATER Ro SIT COMPANY OKE T-Iff COMPANY 11 CAMPBELL ANO 5
ZONI O . °
ARCEL
PARCEL SIZE 0,10 AC. P SIZE. 005 AC.
TNN�.R „oe rMY:,o zD NORE TRANSIT COMPANY UuvBEA AvE SR IT COMPANY
PARCEL SIZE ITos AC PARCEL I zT AO
TMN�r R, A R 'NN�:,D,
RANSIT COMPANY TER RO OKE TRANSIT COMPANY
EM Av
PA IEL SIZE 1 15 SO 1110EL SIZE 0 09 Al
TN:,D TMN:,o
GRXAEl
SIT COMPANY I TO
PARCEL SIZE °O. DS AC. PARCEL SIZE. 0.,] AC.
uN 10
” 'AllBEl 11E 11
P RCEL SIZE I- AC
SITE INFORMATION (FUTURE ROANOKE AMTRAK STATION):
TNN:,a TMN:,o,os
wR oe
, WEEE RSON Si
PARCEL SIZE 0.167 AC. PARCEL SIZE
N
SCALE. 1" = 30'
CONCEPT PLAN NOTE:
C.. TONS ON ACREAEEPI -IN TO ERI ALL EXISTN°
Li(1LL/Li11
R A890CMT
tin
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ITN ERS LLC
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EXHIBIT C
GRTC Relocation Parcels and GRTC Relocation Parcels Owners
GRTC Relocation Parcels Owners
GRTC Relocation Parcels
Brandon Woody and Booker LLC
Certain parcels of real property, together with
improvements thereon, situated at 0 Salem
Avenue, S.W. and 325 Salem Avenue, S. W.,
Roanoke, Virginia, and bearing Official Tax
Map Nos. 1010113 and 1010115, respectively
The Brandon Company, Incorporated.
A certain parcel of real property, together
with improvements thereon, situated at 0
Salem Avenue, S.W., Roanoke, Virginia, and
bearing Official Tax Map No. 1010121
The Brandon Company., Incorporated
A certain parcel of real property, together
with improvements thereon, situated at 0
Salem Avenue, S.W., Roanoke, Virginia, and
bearing Official Tax Map No. 1010122
39
Final draft 12.27.2018
EXHIBIT D
Description of Future Rail Station Parcels
Two (2) parcels of real property, together with improvement thereon, owned by T -W
Properties, a Virginia partnership, situated at (i) 1 Jefferson Street, S.W. Roanoke Virginia,
bearing Official Tax Map No. 1010507, and containing 0.1670 acres, more or less, and (ii) 7
Jefferson Street, S.W., Roanoke, Virginia, bearing Official Tax Map No. 1010508, containing
0.1158 acres, more or less.
40
Final draft 12.27.2018
EXHIBIT E
Public Infrastructure Improvements
41
Final draft 12.27.2018
PARTNERS LLC
Project Title: Campbell Court - Public Infrastructure Improvement
Projected Schedule of Values
Estimate Date: Wednesday, December 12, 2018
Project SF: 1.75 Acres of City Improvements
Months:
Potential Bids:
3
Base Bid:
Bidding.
KEVINz
Architectural Design
=
$ 4S,000
Civil Engineering
=
$ 45,000
Landscape Architectural Design
=
$ 30,000
Special Inspections
=
$ 30,000
General Conditions
@
6%
=
$ 145,000
Earthwork (Site)
3,500
CY
@
$ 26
=
$ 90,000
LDPaving - StampingSalem
3,000
SY
@
$ 30
=
$ 90,000
HD Paving - New Street
-
SY
@
$ 40
=
$ -
Alternate Paving Section
0
SY
@
$ 50
=
$ -
Mill and Overlay - Campbell
500
SY
@
$ 50.00
=
$ 25,000
Traffic and Regulatory Signage (Site)
$ 35,000
Gravel & Aggregates
1667
Cy
@
$ 30
$ 50,000
Concrete Underlayment
1300
SY
@
$ 192
$ 250,000
Curb (CG -2) - Salem Pedestrian Refuge
200
LF
@
$ 75
=
$ 15,000
Curb Cut Entrances
4
ea.
@
$ 15,000
=
$ 60,000
Curb (CG-6)
600
LF
@
$ 100
=
$ 60,000
Stairs
0
SF
@
$ 75
=
$ -
Sidewalks
5,000
SF
@
$ 27
=
$ 135,000
Street Pavers
7,700
SF
@
$ 30
$ 230,000
Hardscaping
850
SF
@
$ 20
=
$ 17,000
Equipment Pads
@
=
$ -
Water Utilities est.
450
LF
@
$ 285
=
$ 128,250
Electrical Utilities - New Service & Vault est.
185
$ 165,000
Sanitary Sewerage est.
550
LF
@
$ 225
=
$ 123,750
Storm Drainage Utilities - Inc. structures est.
350
LF
@
$ 300
=
$ 105,000
Surveying
1
$ 35,000
Landscaping
1.75
acres
@
$ 95,000
Street Lamps
12
ea.
@
$ 15,000
$ 180,000
Benches
4
ea.
@
$ 5,000
$ 20,000
Bike Racks
2
ea.
@
$ 2,500
$ 5,000
GC Profit & Overhead
@
8%
1 $ 164,720
TOTALS: $ 2,373,720
SUBCONTRACTOR TOTAL: $ 2,373,720
Additional Requirements:
TRADE TOTALI $ 2,373,720
EXHIBIT F
Special Construction Requirements
42
Final draft 12.27.2018
15:
PARTNERS LLC
frtiitit _
Project Title: Campbell Court - Special Construction Requirements
Projected Schedule of Values
Estimate Date: Wednesday, December 12, 2018
Project SF: 34,475
Months: 4
Potential Bids:
<;
Base Bid:
01 A
Structural Engineering
=
$ 45,000
Civil Engineering
=
$ 15,000
Special Inspections
=
$ 65,000
General Conditions
@
6.0%
_
$ 130,000
Earth Work
$ 225,000
Gravel & Aggregates
$ 85,000
Storm Drainage Utilities - inc. structures est.
200
LF
@
300
$ 60,000
Cast -In -Place Concrete
Underpinning
30
CY
@
$ 2,500
=
$ 75,000
Footings
400
CY
@
$ 450
=
$ 180,000
Slab on Grade
34,475
SF
@
$ 8.50
=
$ 293,038
Columns
CY
@
_
$ -
Walls
CY
@
_
$ -
Miscellaneous
20
CY
@
$ 450
=
$ 9,000
Reinforcing Labor
10
Tons
@
$350
=
$ 4,500
Wire Labor
34,475
SF
@
$ 1.25
=
$ 43,094
Subcontractor Adjustment
@
_
Upgraded Micro Piles
@
_
$ 675,000
Upgraded Caissons
@
_
$ 225,000
Reinforcing
@
_
Reinforcing Material
75
Tons
@
$ 1,000
=
$ 75,000
Wire Material
34,475
SF
@
$ 1.25
=
$ 43,094
Tax
236,188
@
5.30%
_
$ 12,518
Miscellaneous Items
@
_
Flowable fill below all footings
500
CY
@
$180
=
$ 90,000
Elevated Equipment Pads & Transformers
2
ea.
@
$30,000
=
$ 60,000
GC Profit & Overhead
@
8%
=
$ 182,819
TOTALS: $ 2,593,062
SUBCONTRACTOR TOTAL:
$ 2,593,062
Additional Requirements:
Winter pouring
TRADE TOTAL:
$ 2,593,062
EXHIBIT G
Leases at Campbell Court
43
Final draft 12.27.2018
EXHIBIT G
Leases at Campbell Court
Tenant
Location
Term
727 Mart, Inc.
2,200 square feet located on
Expires February 28, 2019 (3 Optional one year
the ground floor at 31 -B
renewals: 3/1/2019 to 02/29/2020, 3/1/2020 to
Campbell Avenue S.W.
02/29/2021, 3/1/2021 to 02/28/2022)
Greyhound
3,000 square feet located on
Expires June 30, 2019 (1 additional one year
Lines, Inc.
the ground floor at 26 Salem
renewal July 1, 2019 -June 30, 2020)
Avenue S.W.
Pyxis, Inc.
787 square feet located on
Expires June 30, 2019 (1 additional one year
the third floor at 31 -J
renewal July 1, 2019 -June 30, 2020)
Campbell Avenue S.W.
Agreements for monthly parking permits, which are terminable.
EXHIBIT H
Leases at Future Rail Station Parcels
To be determined.
44
Final draft 12.27.2018
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerkaroanokeva.gov
January 8, 2019
CECELIA F. MCCOY
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
The Honorable Ralph C. Northam, Governor, Commonwealth of Virginia
The Honorable M. Kirkland Cox, Speaker of the House of Delegates of Virginia
The Honorable Eileen Filler -Corn, Minority Leader of the House of Delegates
The Honorable Terry L. Austin, Delegate, Virginia House of Delegates
The Honorable Christopher T. Head, Delegate, Virginia House of Delegates
The Honorable Joseph P. McNamara, Virginia House of Delegates
The Honorable Samuel Rasoul, Delegate, Virginia House of Delegates
The Honorable Justin E. Fairfax, President of the Senate of Virginia
The Honorable Thomas K. Norment, Jr., Majority Leader of the Senate of Virginia
The Honorable Richard L. Saslaw, Minority Leader of the Senate of Virginia
The Honorable John Edwards, Virginia State Senate, District 21
The Honorable David R. Suetterlein, Virginia State Senate, District 19
The Honorable William M. Stanley, Jr., Virginia State Senate, District 20
Dear Governor Northam and Members of the General Assembly:
I am enclosing an attested copy of Resolution No. 41349 - 010719 urging the General
Assembly of the Commonwealth of Virginia to ratify the Equal Rights Amendment to the
Constitution of the United States by adopting House Joint Resolution 579.
The abovereferenced measure was adopted by the Council of the City of Roanoke at a
regular meeting held on Monday, January 7, 2019.
Sincerely,
1�)
Od`n
Stephanie M. Moon eynolds, MMC
City Clerk
Enclosure
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41349 - 010719.
A RESOLUTION urging the General Assembly of the Commonwealth of Virginia to ratify
the Equal Rights Amendment to the Constitution of the United States by adopting House Joint
Resolution 579.
WHEREAS, constitutional equality of men and women is and should be a fundamental
principle established and maintained throughout the United States;
WHEREAS, on March 22, 1972, the United States Congress proposed the Equal Rights
Amendment to the Constitution of the United States to provide that "equality of rights under the
law shall not be denied or abridged by the United States or by any State on account of sex;"
WHEREAS, pursuant to Article V of the Constitution of the United States, all amendments
proposed by the United States Congress must be ratified by the legislatures of three- fourths of the
States to take effect as amendments to the Constitution;
WHEREAS, legislatures in thirty -seven States have ratified the Equal Rights Amendment,
including, most recently, Nevada in 2017 and Illinois in 2018; and
WHEREAS, House Joint Resolution 579, introduced in the 2019 Session of the General
Assembly of the Commonwealth of Virginia, seeks to have the Commonwealth of Virginia
become the thirty- eighth State to ratify the Equal Rights Amendment.
that:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke, Virginia
I . The City Council urges the General Assembly of the Commonwealth of Virginia
to ratify the Equal Rights Amendment to the Constitution of the United States by adopting House
Joint Resolution 579.
2. The City Council directs the City Clerk to provided attested copies of this
Resolution to the Honorable Ralph C. Northam, Governor of the Commonwealth of Virginia, the
Honorable M. Kirkland Cox, Speaker of the House of Delegates, the Honorable Eileen Filler -Corn,
Minority Leader of the House of Delegates, the Honorable Terry L. Austin, the Honorable
Christopher T. Head, the Honorable Joseph P. McNamara, the Honorable Sam Rasoul, the
Honorable Justin E. Fairfax, President of the Senate of Virginia, Thomas K. Norment, Jr., Majority
Leader of the Senate of Virginia, Richard L. Saslaw, Minority Leader of the Senate of Virginia,
the Honorable John S. Edwards, the Honorable David R. Suetterlein, and the Honorable William
M. Stanley, Jr.
Attest:
City Clerk.
tl^
Daniel J. Callaghan
City Attorney
CITY OF ROANOKE
OFFICE OF THE CITY ATTORNEY
464 MUNICIPAL BUILDING
215 CHURCH AVENUE, SW
ROANOKE, VIRGINIA 24011 -1595
The Honorable Sherman P. Lea, Sr.
and Members of Council
TELEPHONE 540 - 853 -2431
FAX 540- 853 -1221
EMAIL: cityatty @roanokeva.gov
January 7, 2019
Timothy R. Spencer
David L. Collins
Heather P. Ferguson
Laura M. Carini
Douglas P. Barber, Jr.
Assistant City Attorneys
Re: Resolution urging the General Assembly of the Commonwealth of Virginia to ratify the
Equal Rights Amendment to the Constitution of the United States by adopting House Joint
Resolution 579
Mayor Lea and Members of Council:
Background
On March 22, 1972, the United States Congress proposed adoption of the Equal Rights Amendment
(ERA) to the Constitution of the United States. The ERA provides that "equality of rights under the
law shall not be denied or abridged by the United States or by any State on account of sex." Pursuant
to Article V of the Constitution of the United States, three - fourths of State legislatures must ratify the
adoption of a proposed amendment to add the proposed amendment to the Constitution of the United
States.
Congress included a seven (7) year deadline for ratification by the States within the preamble of the
proposed ERA. Subsequently, Congress extended the deadline to 1982. As of 2018, thirty -seven (37)
States have ratified the proposed ERA, although five (5) of those States (Nebraska, Tennessee, Idaho,
Kentucky, and South Dakota) subsequently rescinded their ratifications. Assuming that Congress may
retroactively extend the expired deadline and States cannot rescind their ratifications, the next State to
ratify the proposed ERA will amend the Constitution of the United States to include the ERA.
House Joint Resolution 579, a measure ratifying the ERA, is pending in the 2019 session of the General
Assembly of the Commonwealth of Virginia.
Consideration
The 2019 Legislative Program adopted by the Roanoke City Council includes endorsement of the 2019
Legislative Program adopted by the Virginia Municipal League (VML). The VML Program endorses
ratification of the proposed ERA. Equality and diversity are fundamental principles of the City of
Roanoke. Adopting a measure urging the General Assembly to ratify the proposed ERA is consistent
with these principles.
Recommendation
Adopt the attached resolution urging the General Assembly of the Commonwealth of Virginia to ratify
the Equal Rights Amendment to the Constitution of the United States by adopting House Joint
Resolution 579, and directing the City Clerk to provide attested copies of the resolution to the
Governor, House of Delegates and Senate of Virginia leadership, and members of the City's extended
delegation.
ectfully submitted, Daniel J. laghan
Roanoke City Attorney
DJC /lsc
c: Council Appointed Officers
Amelia C. Merchant, Director of Finance
Sherman M. Stovall, Assistant City Manager for Operations
R. Brian Townsend, Assistant City Manager for Community Development
Robert Catron, Legislative Liaison
U"5
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41350 - 010719.
A RESOLUTION acknowledging the opioid addiction epidemic and its
cost to the City of Roanoke and authorizing the City Attorney to engage outside
legal counsel to take such action as he deems appropriate to recover the costs and
damages borne by the City as a result of this opioid addiction epidemic.
WHEREAS, the City of Roanoke is battling an opioid addiction epidemic
that impacts its citizens across demographic lines, harming every economic class,
race, gender and age group;
WHEREAS, Virginia's State Health Commissioner has declared the J
Commonwealth's opioid addiction problem a public health emergency; and
WHEREAS, the City of Roanoke has allocated and will continue to be
required to allocate substantial taxpayer dollars, resources, staff energy and time
to address the damages caused by the opioid epidemic to the City.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke
as follows:
1. In order to abate the public nuisance described above, and to
recover the monetary and non - monetary damages that the City of Roanoke has
incurred as a result of the opioid epidemic described above, the City of Roanoke
authorizes the City Attorney execute such documents necessary to engage outside
legal counsel on behalf of the City, including but not limited to, a retainer
agreement in such form as approved by the City Attorney to pursue litigation
against the parties that such outside legal counsel and the City Attorney determine
to be responsible for causing and perpetuating the opioid epidemic.
2. The City Attorney shall take such action, as he deems appropriate
to manage such litigation with outside legal counsel to ensure that the best interest
of the City and its citizens are served.
ATTEST:
le-
C i ty Clerk.
R- Authorizing City to join opioid litigation 1.2.19
2
CITY OF ROANOKE
OFFICE OF THE CITY ATTORNEY
464 MUNICIPAL BUILDING
215 CHURCH AVENUE, SW
ROANOKE, VIRGINIA 24011 -1595
Daniel J. Callaghan TELEPHONE 540. 853 -2431
City Attorney FAX 540 - 853 -1221
EMAIL: cityatty @roanokeva.gov
January 7, 2019
The Honorable Sherman P. Lea, Sr., Mayor
and Members of City Council Roanoke, Virginia
Timothy R. Spencer
David L. Collins
Heather P. Ferguson
Laura M. Carini
Douglas P. Barber, Jr.
Assistant City Attorneys
Subject: A Resolution acknowledging the opioid epidemic experienced by the City of
Roanoke and authorizing the City Attorney to engage outside legal counsel to
take such action as the City Attorney deems appropriate to recover the costs and
damages borne by the City as a result of the opioid addiction epidemic.
Dear Mayor Lea and Members of Council:
Background:
Virginia's State Health Commissioner has declared the Commonwealth's opioid addiction problem to be a public
health emergency. The City of Roanoke has been battling the opioid addiction epidemic at great cost to the City and
its citizens. The City has allocated and will continue to allocate significant financial and staff resources to combat
the damages caused by the opioid epidemic to the City.
Considerations:
The City has been approached by a number of outside legal firms offering their services to help the City recover the
monetary and non - monetary damages that the City has suffered because of the opioid addiction epidemic. The City
Attorney's Office has determined that it is in the best interest of the City to engage the legal services of one of these
outside legal firms to pursue litigation against the parties that such outside legal counsel and the City Attorney
determine to be responsible for causing and perpetuating the opioid epidemic.
Recommended Action:
Adopt the attached resolution authorizing the City Attorney to engage outside legal counsel to take such action as he
deems appropriate to recover the costs and damages borne by the City as a result of the opioid addiction epidemic.
ncerely,
Daniel J. Calla n
City Attorn
DJC /rry
c: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community Development
Amelia C. Merchant, Director of Finance
Glenda Edwards Goh, Executive Director, RRHA
Maryellen Goodlatte, Esq., Counsel to Hotel Roanoke Conference Center Commission
Mark Loftis, Esq., Counsel to RRHA
Stephanie Moon Reynolds, City Clerk
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 12019.
No. 41351 - 0110719.
A RESOLUTION authorizing waiver of notice requirements for a special meeting of the
stockholder of Greater Roanoke Transit Company (GRTC) on behalf of the City as the sole
stockholder of GRTC, and authorizing the Mayor or City Manager to execute and deliver a
waiver of notice to GRTC.
WHEREAS, the City is the sole stockholder of GRTC and, by notice dated January 7,
2019, the Secretary of GRTC called a special meeting of the stockholder for Tuesday,
January 22, 2019, at 6:30 p.m. for the purpose of discussing, considering, and acting upon any
recommendations of the Board of Directors of GRTC that it may make following the meeting of
the Board of Directors of GRTC on January 22, 2019, at 1:00 p.m., regarding the acquisition of
real property for a public purpose and the disposition of real property owned by GRTC, as more
particularly described in the City Attorney Letter to Council dated January 7, 2019;
WHEREAS, pursuant to the By -Laws of GRTC, notice of a special meeting of the
stockholder must be provided to the City at least 25 days prior to such special meeting;
WHEREAS, pursuant to the By -Laws of GRTC, the City may waive the notice
requirements; and
WHEREAS, it is in the best interest of the City to waive the notice requirements, as more
particularly described in the City Attorney's Letter dated January 7, 2019.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke that:
1. The City, as the sole stockholder of GRTC, waives the notice requirements for the
special meeting of stockholder set for Tuesday, January 22, 2019, at 6:30p.m., pursuant to
Section 4(a), Article II of the By -Laws of GRTC.
K: \GRTC \Stockholder Meetings \Waiver of GRTC Stockholder Meeting 1.7.19.doc 1/8/19
2. City Council authorizes the Mayor or the City Manager to execute a waiver of
notice on behalf of the City and deliver the waiver of notice to GRTC. The form of the waiver of
notice shall be approved by the City Attorney.
I
ATTEST:
City Clerk.
K: \GRTC \Stockholder Meetings \Waiver of GRTC Stockholder Meeting 1.7.19.doc 1/4/19
CITY OF ROANOKE
OFFICE OF THE CITY ATTORNEY
464 MUNICIPAL BUILDING
215 CHURCH AVENUE, SW
ROANOKE, VIRGINIA 24011 -1595
Daniel J. Callaghan TELEPHONE 540 -853 -2431
City Attorney FAX 540- 853 -1221
January 7, 2019
The Honorable Sherman M. Lea, Mayor
and Members of City Council
Roanoke, Virginia
Re: Waiver of Notice of Special Meeting of Stockholder
of Greater Roanoke Transit Company
Dear Mayor Lea and Members of Council:
Timothy R. Spencer
David L. Collins
Heather P. Ferguson
Laura M. Carini
Douglas L. Barber
Assistant City Attorneys
Stephanie M. Moon Reynolds, as Secretary of Greater Roanoke Transit Company, (GRTC), called a
special meeting of the Stockholder of GRTC pursuant to Section 2, Article II of the By -Laws of
GRTC for Tuesday, January 22, 2019, at 6:30 p.m., or as soon thereafter as the matter may be
reached. The purpose of the meeting is to discuss, consider, and act upon any recommendations of
the Board of Directors of GRTC with respect to the acquisition of four (4) parcels of real property
within the City of Roanoke, Virginia (i) owned by Brandon, Woody and Booker, LLC and
described as (a) 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010113, and (b) 325 Salem
Avenue, S.W., bearing Official Tax Map No. 1010115; and (ii) owned by The Brandon Company
Incorporated and described as (a) 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010121,
and (b) 0 Salem Avenue, S.W., bearing Official Tax Map No. 1010122; and the disposition of real
estate owned by GRTC, located in the area of Salem Avenue, S.W., and Campbell Avenue, S.W., in
Roanoke, Virginia, and generally known as Campbell Court, and bearing Official Tax Map Nos.
1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119,
1011120, 1011122, and 1011129. The Board of Directors of GRTC is considering these matters at its
regularly scheduled meeting to be held on January 22, 2019, at 1:00 p.m. and may make
recommendations to the Stockholder.
Pursuant to Section 3, Article II of the By -Laws, notice of the meeting must be provided to the
Stockholder at least 25 days prior to the special meeting. Pursuant to Section 4 (a), Article II of the
By -Laws, the Stockholder may waive notice of the meeting.
The City is the sole Stockholder of GRTC. City Council may authorize the Mayor or the City
Manager to waive the notice requirement, execute the waiver, and deliver the waiver to GRTC.
Attached to this letter is a resolution that will authorize these actions.
Based on the foregoing, I recommend that Council waive the notice requirement and authorize the
Mayor or the City Manager to execute and deliver the waiver.
Please let me know if you have questions.
incere-ly,
Daniel J. Calla an
Roanoke City Attorney
c: Robert S. Cowell, Jr., City Manager
Sherman M. Stovall, Assistant City Manager for Operations
R. Brian Townsend, Assistant City Manager for Community Development
Stephanie M. Moon Reynolds, City Clerk
Troy A. Harmon, Municipal Auditor
Amelia Merchant, Director of Finance
Laura M. Carini, Assistant City Attorney
WAIVER OF NOTICE OF SPECIAL MEETING OF STOCKHOLDER OF
GREATER ROANOKE TRANSIT COMPANY
The City of Roanoke, Virginia, a municipal corporation organized and existing under the
laws of the Commonwealth of Virginia, being the sole stockholder of Greater Roanoke Transit
Authority, a Virginia corporation (GRTC), hereby waives the notice requirements to
stockholders of a special meeting of stockholders of GRTC, as set forth in Section 3, Article II of
the By -Laws of GRTC, with respect to the call of a Special Meeting of Stockholder for January
22, 2019, at 6:30 p.m., or as soon thereafter as the matter may be reached, made by Stephanie M.
Moon Reynolds, Secretary of GRTC, dated January 7, 2019. This waiver of notice is made
pursuant to Section 4(a), Article II of the By -Laws of GRTC, as authorized by Roanoke City
Council on for January 7, 2019.
Dated this 7th day of January, 2019
CITY OF P OANOKE, VIRGINLk
By:
S erman P. Lea, Sr.
Mayor
Ap ved Va�
Daniel J. Wlaghan,
Roanoke ity Attorney
GREATER ROANOKE TRANSIT COMPANY
BOARD OF DIRECTORS
January 7, 2019
The Honorable Sherman P. Lea, Sr., and
Members of the Roanoke City Council
Roanoke, Virginia
Re: Special Meeting of Stockholder
Dear Mayor Lea and Members of City Council:
Pursuant to Section 2, Article II, By -Laws of Greater Roanoke Transit Company, this is to
advise you that I am calling a Special Meeting of the Stockholder of the Greater Roanoke
Transit Company to be held on Monday, January 22, 2019, at 6:30 p.m., or as soon
thereafter as the matter may be heard, in the Council Chamber, Room 450, 4th Floor,
Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., Roanoke, Virginia.
The purpose of the meeting will be to discuss, consider, and act upon any
recommendations from the Board of Directors of GRTC regarding the acquisition of four (4)
parcels of real property within the City of Roanoke, Virginia (i) owned by Brandon, Woody
and Booker, LLC and described as (a) 0 Salem Avenue, S.W., bearing Official Tax Map
No. 1010113, and (b) 325 Salem Avenue, S.W., bearing Official Tax Map No. 1010115;
and (ii) owned by The Brandon Company Incorporated and described as (a) 0 Salem
Avenue, S.W., bearing Official Tax Map No. 1010121, and (b) 0 Salem Avenue, S.W.,
bearing Official Tax Map No. 1010122; and the disposition of real property owned by
Greater Roanoke Transit Company, generally known as Campbell Court, located at Salem
Avenue and Campbell Avenue, S. W, in Roanoke, Virginia, and bearing Official Tax Map
Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117,
1011118, 1011119, 1011120, 1011122, and 1011129. The Board of Directors of GRTC is
considering these matters at its regularly scheduled meeting to be held on January 22,
2019, at 1:00 p.m. and may make recommendations to the Stockholder.
Sincerely,
vim,
Stephanie M. Moon Reynolds �
Secretary
PC: Sherman M. Stovall, Assistant Vice President of Operations, GRTC
Troy A. Harmon, Municipal Auditor
Daniel J. Callaghan, General Counsel, GRTC
Amelia Merchant, Treasurer, GRTC
Laura Carini, Assistant General Counsel, GRTC
Kevin Price, General Manager, Valley Metro
Ronnie Parker, Assistant General Manager, Valley Metro
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 7th day of January, 2019.
No. 41352 - 010719.
AN ORDINANCE to appropriate funding from Commonwealth grant for various educational
programs, amending and reordaining certain sections of the 2018 -2019 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
2018 -2019 School Grant Fund Appropriations be, and the same are hereby, amended and
reordained to read and provide as follows:
Appropriations
Bonuses 302 - 110 - 0000 - 0000 - 327N - 61100 - 41660 - 3 - 01 $ 12,076
Social Security 302 - 110 - 0000 - 0000 - 327N - 61100 - 42201 - 3 - 01 924
Revenues
State Grant Receipts 302 - 110 - 0000 - 0000 - 327N - 00000 - 32400 - 0 - 00 $ 13,000
Pursuant to the provisions of Section 12 of the City Charter, the second reading of this
ordinance by title is hereby dispensed with.
TTE T: t'n .
ES. I tad 61 -33Q 81.
ROANOKE CITY
PUBLIC SCHOOLS
Strong students. strong Schools. strong City.
On behalf of the School Board, thank you for your consideration.
Sincerely,
Cindy H. Poulton, Clerk
pc: Dan Callaghan Rita D. Bishop
Bob Cowell Kathleen Jackson
Amelia Merchant Holh Salyers (w /details)
Annette Lewis
www.rcps.info p: 540.853.2381 f: 540.853.2951 P.O. Box 13145 Roanoke VA 24031
School Board
January 7, 2019
Annette Lewis
Chairman
Mark K. Cathey
The Honorable Sherman P. Lea, Sr., Mayor
Vice Chairman
and Members of Roanoke City Council
Roanoke, VA 24011
William B. Hopkins, Jr.
Elizabeth C. S. Jamison
Dear Mayor Lea and Members of Council:
Laura D. Rottenborn
Lutheria H. Smith
As a result of official School Board action on Tuesday, December 18,
Dick Willis
2018, the Board respectfully requests that City Council approve the
Dr. Rita D. Bishop
following appropriation request:
Superintendent
New Appropriation Award
Cindy H. Poulton
Clerk of the Board
STEM Teacher Recruitment and Retention
Awards 2018 -19 $13,000.00
On behalf of the School Board, thank you for your consideration.
Sincerely,
Cindy H. Poulton, Clerk
pc: Dan Callaghan Rita D. Bishop
Bob Cowell Kathleen Jackson
Amelia Merchant Holh Salyers (w /details)
Annette Lewis
www.rcps.info p: 540.853.2381 f: 540.853.2951 P.O. Box 13145 Roanoke VA 24031
w1 ys • • REPORT
To: Honorable Mayor and Members of City Council
Meeting: January 7, 2019
Subject: School Board Appropriation Request
Background:
As the result of official Roanoke City School Board action at its December 11, 2018 meeting, the
Board respectfully requested that City Council appropriate funding as outlined in this report.
The 2018 -19 STEM Teacher Recruitment and Retention grant award of S 13,000 provides funds to
classroom teachers in Virginia public schools who met specified criteria in science, technology,
engineering, and math content areas and have been reassigned from a fully accredited school to a
hard -to -staff school, or a school that is not fully accredited, or teachers who are new to the
profession with three or less years of experience. This award will be reimbursed by State funds and
will end May 3, 2019.
Recommended Action:
We recommend that Council concur with this report of the School Board and adopt the attached
budget to Av establish revenue estimates and to appropriate funding as outlined.
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Rita D. Bishop, Superintendent, RCPS
Dan Lyons, Assistant Superintendent for Operations, RCPS
Kathleen M. Jackson, Chief Financial Officer, RCPS
Amelia C. Merchant, Director of Finance
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF 'FHE CITY CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 24071 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk(a,ronuokeva.gov
January 8, 2019
Stephen Ambruzs
1422 Morningside Street, S.E.
Roanoke, Virginia 24014
Dear Mr. Ambruzs:
CECELIA F. MCCOY
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
At a regular meeting of the Council of the City of Roanoke which was held on Monday,
January 7, 2019, you were appointed as a City representative of the Roanoke Valley
Greenway Commission to fill the unexpired term of office of Margaret Douglas Butler
ending June 30, 2019.
Enclosed you will find a Certificate of your apponfmanf and an Oath or
Affirmation of Office which must b the third floor ofetheeRoanokeCC'tulCourts
of the City of Roanoke, locat ed on
Facility, 315 Church Avenue, S. W.
Please return one copy of the Oath of Office to Room 456 in the Noel C. Taylor
Municipal Building, 215 Church Avenue, S. W., prior to serving in the capacity to which
you were appointed.
Pursuant to Section 2.2-3115, Code of Virginia (1950) as amended, I am required
to furnish members of the Roanoke Valley Greenway Commission with a
Financial Disclosure form Prior to assumin the duties as a member of the
Commission. State provisions further Pr ovide that all disclosures must be filed
and maintained as a matter of public record for a period of five years in the Office
of the Clerk of the -governing body. Please com lete and return the enclosed form
to the undersi ned Prior to assuming our duties as a member of the
Commission.
Furthermore, Section 2.2 -3702, Code of Virginia (1950), as amended, I am enclosing
copy of the Virginia Freedom of Information Act. The Act requires that you be provided
with a copy within two weeks of your appointment and each member is required "to read
and become familiar with provisions of the Act."
Stephen Ambruzs
January 8, 2019
Page 2
On behalf of the Mayor and Members of City Council, I would like to express
appreciation for your willingness to serve the City of Roanoke as a City representative
of the Roanoke Valley Greenway Commission,
Sincerely,
*4v, 4A
Step ante Moon Re nods MC
City Clerk
Enclosures
c: Liz Belcher, Roanoke Greenway Coordinator, 1206 Kessler Mill Road, Salem,
Virginia 24153
COMMONWEALTH OF VIRGINIA )
}
CITY OF ROANOKE )
To -wit:
I, Stephanie M. Moon Reynolds, City Clerk, and as such City Clerk of the City of
Roanoke and keeper of the records thereof, do hereby certify that at a regular meeting
of Council which was held on the seventh day of January 2019, STEPHEN AMBRUZS,
was appointed as a City representative of the Roanoke Valley Greenway Commission
to fill the unexpired term of office of Margaret Douglas Butler ending June 30, 2019.
Given under my hand and the Seal of the City of Roanoke this eighth day of
January 2019.
City Clerk
���J 1
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk @roanokeva.gov
January 8, 2019
Va'Shay McCalla
812 Maidson Avenue, N. W.
Roanoke, Virginia 24016
Dear Ms. McCalla:
CECELIA F. MCCOY
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
At a regular meeting of the Council of the City of Roanoke which was held on Monday,
January 7, 2019, you were appointed to replace Madison Duval as a member (Student
Alternate /Patrick Henry High School) of the Youth Services Citizen Board for a term of
office ending June 30, 2019.
Enclosed you will find a certificate of your appointment and an Oath or
Affirmation of Office which must be administered by the Clerk of the Circuit Court
of the City of Roanoke, located on the third floor of the Roanoke City Courts
Facility, 315 Church Avenue, S. W.
After the Oath has been administered, please return one copy to the Office of the City
Clerk, Room 456, fourth floor, Noel C. Taylor Municipal Building, 215 Church
Avenue, S.W., prior to serving in the capacity to which you were appointed.
Furthermore, pursuant to Section 2.2 -3702, Code of Virginia (1950), as amended, I am
enclosing copy of the Virginia Freedom of Information Act. The Act requires that you be
provided with a copy within two weeks of your appointment and each member is
required "to read and become familiar with provisions of the Act."
On behalf of the Mayor and Members of City Council, I would like to express
appreciation for your willingness to serve as a member (Student Alternate /Patrick Henry
High School) of the Youth Services Citizen Board.
Sincerely,
Stephanie M. Moo n
City Clerk
Enclosures
pc: Aisha Johnson, Assistant to the City Manager
Reynblds;�M
COMMONWEALTH OF VIRGINIA
To -wit:
CITY OF ROANOKE
I, Stephanie M. Moon Reynolds, City Clerk, and as such City Clerk of the City of
Roanoke and keeper of the records thereof, do hereby certify that at a regular meeting
of Council which was held on the seventh day of January 2019, VA'SHAY MCCALLA
was appointed to replace Madison Duval as a member (Student Alternate /Patrick Henry
High School) of the Youth Services Citizen Board for a term of office ending June 30,
2019.
Given under my hand and the Seal of the City of Roanoke this eighth day of
January 2019.
City Clerk
yj �
ROANOKE CITY COUNCIL
RECESSED MEETING
(CLOSED MEETING)
JANUARY % 2019
10:14 A.M.
41353- 011619
COUNCIL'S CONFERENCE ROOM
ROOM 451
215 CHURCH AVENUE, S. W.
ROANOKE, VIRGINIA
AGENDA
1. Call to Order - Roll Call. All Present.
2. Statement of Purpose. Mayor Sherman P. Lea, Sr.
City Council to convene in Closed Meeting to discuss a personnel
matter, being the appointment of an Interim Council Member to fill
the unexpired term of office of John A. Garland, resigned, ending
June 30, 2020.
3. Recessed -10:16 a.m.
4. Reconvened - 2:00 p.m.
The recessed meeting (Closed Meeting) reconvened in the Council
Chamber, with Mayor Lea presiding and all Members of the Council
in attendance.
L: \CLERK\DATA\simnoon\Agenda 2019\Tanuary 16 Recessed Meeting Action Agenda.doc
Certification of Closed Meeting. (6 -0)
Adopted Resolution No. 41353 - 011619 appointing Patricia
White -Boyd to fill the Council vacancy created by the resignation of
John A. Garland for a term commencing upon her qualification and
expiring June 30, 2020. (6 -0)
5. Adjourned — 2:08 p.m.
2
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of January, 2019.
No. 41353 - 011619.
A RESOLUTION appointing Patricia White -Boyd as a member of City Council for the City of
Roanoke in accordance with §4 of the City Charter and Virginia Code §24.2 -228 for a term commencing
upon her qualification and expiring on June 30, 2020.
WHEREAS, John A. Garland resigned from City Council on December 27, 2018 effective
January 2, 2019;
WHEREAS, Mr. Garland's term of office would have expired June 30, 2020;
WHEREAS, the Circuit Court of the City of Roanoke has determined that no special election is
required to fill Mr. Garland's vacancy, and that Council is authorized to do so; and
WHEREAS, the remaining members of Council are desirous of appointing Patricia White -Boyd
to fill the Council vacancy created by the resignation of Mr. Garland for a term commencing upon her
qualification and expiring June 30, 2020, in accordance with §4 of the City Charter and Virginia Code
§24.2 -228.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. The resignation of John A. Garland, as a member of the City Council effective January 2,
2019, is hereby acknowledged.
2. Patricia White -Boyd is hereby appointed as a member of the Council of the
City of Roanoke for a term commencing upon her qualification and expiring June 30, 2020, in
accordance with §4 of the City Charter and Virginia Code §24.2 -228.
Pursuant to §59 of the City Charter, before entering upon the duties of a member of City
Council, Patricia White -Boyd shall qualify for office by taking the oath prescribed by general law of the
Commonwealth.
ATTEST:
iY1. oo�n D P�4001
City Cle 7