HomeMy WebLinkAboutCouncil Actions 09-16-19ROANOKE CITY COUNCIL
REGULAR SESSION
SEPTEMBER 169 2019
2:00 P.M.
CITY COUNCIL CHAMBER
215 CHURCH AVENUE, S. W.
AGENDA
BESTPITCH
41546- 091619
1. Call to Order - -Roll Call. Council Member Davis arrived late.
The Invocation was delivered by The Reverend Catherine Houchins,
Pastor, Metropolitan Community 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.
NOTICE:
This afternoon's Council meeting will be televised live and replayed on RVTV
Channel 3 on Thursday, September 19 at 7:00 p.m., and Saturday,
September 21 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:
Architectural Review Board — one vacancy
Building and Fire Board of Appeals — one vacancy
Roanoke Public Library Board — one vacancy
1
Access the City's homepage to complete an online application for the
abovementioned vacancies.
2. PRESENTATIONS AND ACKNOWLEDGEMENTS: NONE.
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.
Carissa Crowe, 1531 Rorer Avenue, S. W., appeared before the Council
regarding increased gun violence in the neighborhood within the last
several weeks.
During remarks, Council Member Davis entered the meeting (2:13 p.m.)
4. CONSENT AGENDA:
(APPROVED 7 -0)
All matters listed under the Consent Agenda are considered 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.
C -1 A communication from the City Attorney requesting that Council convene
in a Closed Meeting to consult with legal counsel and hear briefings by staff
members or consultants pertaining to actual 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.
RECOMMENDED ACTION: Concurred in the request.
C -2 A communication from the City Attorney requesting that Council convene
in a Closed Meeting to consult with legal counsel and hear briefings by staff
members or consultants pertaining to actual 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.
RECOMMENDED ACTION: Concurred in the request.
C -3 Annual Report of the Youth Services Citizen Board for Fiscal Year 2019.
RECOMMENDED ACTION: Received and filed.
2
C -4 Annual Report of the Fair Housing Board for Fiscal Year 2018 - 2019.
RECOMMENDED ACTION: Received and filed.
C -5 Annual Report of the Roanoke Civic Center Commission for Fiscal Year
2019.
RECOMMENDED ACTION: Received and filed.
C -6 Annual Report of the Parks and Recreation Advisory Board for Fiscal Year
2018-2019.
RECOMMENDED ACTION: Received and filed.
C -7 Annual Report of the Roanoke City Audit Committee for Fiscal Year ended
June 30, 2019.
RECOMMENDED ACTION: Received and filed.
C -8 Minutes of the Audit Committee Meeting held on Monday, June 17, 2019.
RECOMMENDED ACTION: Received and filed.
C -9 Reports of qualification of the following individuals:
Edward Garner as a City representative of the Blue Ridge
Behavioral Healthcare, Board of Directors, for a three -year term of
office ending December 31, 2022;
Helen Favor as a member (Engineer) of the Building and Fire Code
Board of Appeals to fill the unexpired term of office of Patrick J.
Williams ending June 30, 2021;
John Hitchins, Jr., as a member of the Roanoke Arts Commission
to fill the unexpired term of office of Ariel Lev ending June 30, 2020;
and
Walton Rutherfoord as a member of the Board of Zoning Appeals
for a three -year term of office ending December 31, 2022.
RECOMMENDED ACTION: Received and filed.
REGULAR AGENDA:
5. PUBLIC HEARINGS: NONE.
3
6. PETITIONS AND COMMUNICATIONS:
a. Update on Community Solutions Center activities. Cheryl Cobbs, Director,
Spokesperson. (Sponsored by Vice -Mayor Cobb and Council Member
Price)
Received and filed.
b. Update on the Goodwill Summer Youth Employment Program. Nicole
Ross, Program Manager, Goodwill Industries of the Valleys, Inc.; and
Aisha Johnson, Roanoke City Economic Development Specialist,
Spokespersons. (Sponsored by the City Manager)
Received and filed.
At 3:09 p.m., the Mayor declared the Council meeting in recess.
At 3:24 p.m., the Council Meeting reconvened, with Vice -Mayor Cobb presiding
and all Members of the Council in attendance, with the exception of Mayor Lea.
7. REPORTS OF CITY OFFICERS AND COMMENTS OF THE
CITY MANAGER:
a. CITY MANAGER:
BRIEFINGS: NONE.
ITEMS RECOMMENDED FOR ACTION:
1. Acceptance of the Virginia Department of Social Services Child
Abuse and Neglect Prevention Program Grant.
Adopted Resolution No. 41546 - 091619 and Budget Ordinance
No. 41547 - 091619. (6 -0)
2. Acceptance of the 2020 Department of Motor Vehicles Highway
Safety Grant.
Adopted Resolution No. 41548 - 091619 and Budget Ordinance
No. 41549 - 091619. (6 -0)
3. Acceptance of the Fiscal Year 2020 Virginia Department of
Transportation Highway Safety Improvement Program Funding.
Adopted Resolution No. 41550 - 091619 and Budget Ordinance
No. 41551 - 091619. (6 -0)
4
4. Acceptance of funds from the Virginia Department of Historic
Resources for completion of the southwest historic district survey
and expansion nomination.
Adopted Resolution No. 41552 - 091619 and Budget Ordinance
No. 41553 - 091619. (6 -0)
5. Acceptance of FY 2020 Department of Fire Programs grant funds.
Adopted Resolution No. 41554 - 091619 and Budget Ordinance
No. 41555 - 091619. (6 -0)
6. Adoption of the 2019 Roanoke Valley — Alleghany Regional Hazard
Mitigation Plan.
Adopted Resolution No. 41556- 091619. (6 -0)
7. Authorization to submit an application to the Virginia Department of
Transportation for funding of the FY21 and FY22 Revenue Sharing
Programs for construction or improvement of the City's
infrastructure systems.
Adopted Resolution No. 41557 - 091619. (6 -0)
8. Execution of a 15 -foot underground utility easement across
City -owned property located at River's Edge North, with
Appalachian Power Company to provide electric service to recent
park improvements.
Adopted Ordinance No. 41558 - 091619. (6 -0)
9. Execution of a parking agreement between the City of Roanoke
and Carilion Clinic Properties, LLC, to acquire parking permits for
use in the City's downtown Park Roanoke parking system.
Adopted Ordinance No. 41559 - 091619. (5 -0, Council Member
Osborne abstained from voting due to Conflict of Interest.)
10. Execution of Amendment No. 1 to the Contract for Purchase and
Sale of Real Property located at 5550 and 5540 Precision
Circle, N. W., between the City of Roanoke and the Roanoke
Regional Airport Commission, to extend feasibility study time period
until December 19, 2019.
Adopted Ordinance No. 41560- 091619. (6 -0)
11. Execution of Amendment No. 3 to the Contract for Purchase and
Sale of Real Property located at 13 Church Avenue, S. E., between
the City of Roanoke and Old School Partners, II, LLC.
Adopted Ordinance No. 41561- 091619. (6 -0)
5
12. Establishment of a monthly parking fee at Brandon Parking Lot; and
amendment of the Fee Compendium to include the Brandon
Parking Lot to the Park Roanoke parking system.
Adopted Ordinance No. 41562- 091619 and Resolution No.
41563- 091619. (6 -0).
COMMENTS OF THE CITY MANAGER.
The City Manager offered the following comments:
Fall Waterways Cleanup
• Saturday, Oct. 5
• Cleanup will take place from 8 a.m. to 12 p.m.
• Volunteer teams from all over the Roanoke Valley will join
forces to remove trash from our streams, creeks and rivers
and their vicinities.
• Since 2001, Fall Waterway volunteers have collected over 275
tons of litter and countless tires from our waterways.
• To register your team, visit cleanvalley.org.
Go Outside Festival
• Friday- Sunday, Oct. 18 -20
• River's Edge Sports Complex
• This three -day event is presented through a partnership
between the City's Parks and Recreation Department and the
Roanoke Outside Foundation, with free concerts, outdoor
activities, and races.
• GO Fest is a celebration of everything outdoors — camping,
music, gear, races, and demos, and a beautiful outdoor
setting.
• More information is available at roanokegofest.com
Roanoke Police Chief Recruitment
Continuing stakeholders and Council Member interviews
RFP Proposal for search firm to be completed by the end of
September 2019
Established a link on City's webpage with relevant information
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. 41564- 091619. (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.
Kickoff of the City's Welcoming Roanoke Campaign began on Friday,
September 13 at 11:00 a.m. at the Roanoke City Market Building.
Annual Henry Street Heritage Festival held on Saturday,
September 14 in Elmwood Park.
At this point, Mayor Lea entered the meeting (4:46 p.m.)
Sixth Annual Youth Summit scheduled for Saturday, September 21 at
William Fleming High School from 10:00 a.m. — 3:00 p.m.
2019 -20 Maury Strauss Distinguished Public Lecture on Thursday,
September 19 at 5:30 p.m. at the VTC Biomedical Research Institute
at Carilion's Riverside Complex.
Electrifying Your Ride VA Educational Event on Saturday,
September 21 from 9:00 a.m. - 1:00 p.m., at 7 Church Avenue, S. W.
Try Transit Week from September 16 — 20, 2019. Valley Metro, in
partnership with Ride Solutions and Virginia Department of Rail and
Public Transportation promoting transit and educating the public
about transit services. Valley Metro will offer complimentary ride
vouchers through Ride Solutions. Encourage the Council and public
participation.
Task Force on Gun Violence Working Groups to meet on Monday,
September 23 at 6:30 p.m., at the Community Solutions Center.
i7
b. Vacancies on certain authorities, boards, commissions and committees
appointed by Council.
Appointed Cindy Pasternak, Jamaal Jackson and Charles Wilson for
three -year terms of office, each, commencing October 1, 2019, and
ending September 30, 2022; and Katelynn Lewis and Sunni
Purviance for two -year terms of office, each, commencing October 1,
2019, and ending September 30, 2021, as members of the reinstated
Roanoke Neighborhood Advocates.
12. RECESSED - 4:56 P.M.
THE COUNCIL MEETING DECLARED IN RECESS UNTIL 7:00 P.M., TO CONVENE
IN A CLOSED MEETING IN THE COUNCIL'S CONFERENCE ROOM; AND
THEREAFTER, TO RECONENVE AT 7:00 P.M. IN THE COUNCIL CHAMBER.
A SPECIAL MEETING OF THE STOCKHOLDER OF THE GREATER ROANOKE
TRANSIT COMPANY, REPRESENTED BY THE ROANOKE CITY COUNCIL, WAS
HELD AT 6:30 P.M., IN THE COUNCIL CHAMBER, TO DISCUSS, CONSIDER, AND
ACT UPON ANY RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF
GREATER ROANOKE TRANSIT COMPANY WITH RESPECT TO A PROPOSED
FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF FOUR PARCELS OF
REAL PROPERTY WITHIN THE CITY OF ROANOKE; AND DISPOSITION OF REAL
ESTATE OWNED BY GREATER ROANOKE TRANSIT COMPANY, LOCATED IN
THE AREA OF SALEM AVENUE AND CAMPBELL AVENUE, S. W., GENERALLY
KNOWN AS CAMPBELL COURT.
ADOPTED RESOLUTION NO. 41565- 091619 (7 -0)
9
ROANOKE CITY COUNCIL
REGULAR SESSION
SEPTEMBER 16, 2019
7:00 P.M.
CITY COUNCIL CHAMBER
215 CHURCH AVENUE, S. W.
AGENDA
Call to Order - -Roll Call. All Present.
The Invocation was delivered by The Reverend Charles Wilson, Pastor,
The Hill 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.
CERTIFICATION OF CLOSED MEETING. (7 -0)
NOTICE:
Tonight's Council meeting will be televised live and replayed on RVTV Channel 3
on Thursday, September 19 at 7:00 p.m., and Saturday, September 21 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.
9
U
PRESENTATIONS AND ACKNOWLEDGEMENTS:
Recognition of Haley Day, 2019 Miss Roanoke Valley's Outstanding Teen.
Mayor Lea recognized Miss Day and presented her with a City gift.
Recognition of London Paige, Bronze Medal Winner, 2019 NAACP National
ACT -SO Competition.
Mayor Lea recognized Miss Paige and presented her with a City gift.
PUBLIC HEARINGS:
1. Request of Timothy Luck and John McCarty to rezone property, repeal all
conditions proffered as part of previous rezoning, and proffer new
conditions for property located at 2841 Sand Road, N. E., with conditions.
Hussain Alam, Agent, Spokesperson. The City Planning Commission
postponed the matter until November 11, 2019 at 1:30 p.m., in the
Council Chamber, per the request of the petitioner.
2. Receive citizen comments with regard to the 2018 — 2019 HUD
Consolidated Annual Performance and Evaluation Report. Robert S.
Cowell, Jr., City Manager.
No Action Necessary.
3. Receive citizen comments with regard to conveyance of City -owned
property located at 1830 Blue Hills Drive, N. E., in connection with the
E- 911/Va811 Communications Center. Robert S. Cowell, Jr., City
Manager.
Adopted Ordinance No. 41566- 091619. (7 -0)
4. Receive citizen comments with regard to First Reinstated Agreement for
the exchange of real estate between the City of Roanoke and Greater
Roanoke Transit Company, in connection with a new transportation
facility. Robert S. Cowell, Jr., City Manager.
Adopted Ordinance No. 41567- 091619. (7 -0)
5. Receive citizen comments with regard to the First Reinstated Agreement
for the exchange of real estate between the City of Roanoke and Hist:Re
Partners, LLC, in connection with a new transportation facility. Robert S.
Cowell, Jr., City Manager.
Adopted Ordinance No. 41568- 091619. (7 -0)
10
6. Receive citizen comments with regard to a proposed Contract for
Purchase and Sale of Real Property between the City of Roanoke and
Roanoke Higher Education Authority, wherein the City proposed to sell a
portion of certain real property located at 23 Centre Avenue, N. W.
Robert S. Cowell, Jr., City Manager.
Matter was postponed until December 16, 2019 at 7:00 p.m., or as
soon thereafter as the matter may be heard.
C. OTHER BUSINESS:
1.(a) Petition for Appeal filed by Legacy Partners, II, Spencer Brand,
Co- Partner, appealing a decision of the Architectural Review Board
denying an amended Certificate of Appropriateness to replace stamped
metal roof on main roof with architectural shingles, replace standing on
wrap- around porch and roll rubber roof on rear porch with standing seam
roof at 801 Marshall Avenue, S. W. Nancy Baer, Co- Partner,
Spokesperson.
At 10:30 p.m., a motion to extend Council meeting past 11:00 p.m.
was adopted.
(b.) A report of the Architectural Review Board recommending that City
Council affirm its decision to deny the request, which is not consistent with
H -2 Guidelines. John Fulton, Chairman, Spokesperson.
The Council voted to remand the matter to the Architectural Review
Board for further reconsideration and consultation.
D. HEARING OF CITIZENS UPON PUBLIC MATTERS:
City Council sets this time as a priority for citizens to be heard. All matters will be
referred to the City Manager for response, recommendation or report to Council,
as he may deem appropriate.
Sean Story and Lynn Story, 2903 Mansfield Street, N. E., appeared before
the Council regarding criminal activity in the neighborhood.
During questions and comments by the Council, Council Member Bestpitch
left the meeting (11:07 p.m.)
Amanda Moses, 2813 Mansfield Street, N. E., appeared before the Council
regarding safety of the children in the neighborhood.
11
E. NEW BUSINESS:
Adopted Resolution No. 41569 — 091619 designating the Honorable Patricia
White -Boyd as Voting Delegate, the Honorable Joseph Cobb as Alternate
Voting Delegate; and Robert S. Cowell, Jr., as Staff Assistant for the Annual
Virginia Municipal League Business Meeting on Tuesday, October 8, 2019
at the Hotel Roanoke and Conference Center. (6 -0, Council Member
Bestpitch was not present when vote was recorded.)
F. ADJOURNED - 11:16 P.M.
12
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
September 16, 2019
Re: Request for closed meeting
Dear Mayor Lea and Council Members:
Timothy R. Spencer
David L. Collins
Heather P. Ferguson
Laura M. Carini
Douglas P. Barber, Jr.
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 hear briefings by staff members or consultants pertaining to actual 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,
DJC /lsc
c: Robert S. Cowell, Jr., City Manager
Stephanie Moon Reynolds, City Clerk
City Attorney
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
September 16, 2019
Re: Request for closed meeting
Dear Mayor Lea and Council Members:
Timothy R. Spencer
David L. Collins
Heather P. Ferguson
Laura M. Carini
Douglas P. Barber, Jr.
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 hear briefings by staff members or consultants pertaining to actual 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,
Daniel J.
City A
DJC /lsc
c: Robert S. Cowell, Jr., City Manager
Stephanie Moon Reynolds, City Clerk
Youth Services Citizen Board Fiscal Year 2019 Report
The Youth Services Citizen Board is a board appointed by
members. Roanoke City Council,
consisting of 15 members including two alternate
includes four high school students, one member
the fourth from
of
Roanoke City Public High School. The board meets on
every month at the Gainsboro Library from bo0hp regular and p.m.
pecial Eight
meeting were held during Fiscal Year 20 g
meetings, on the following dates:
• July 9, 2018: 6 members in attendance (Special scheduled meeting to
plan the 2018 Roanoke Youth Summit.)
• July 23, 2018: 7 members in attendance
• August 6, 2018: 3 members in attendance (Special scheduled meeting to
plan the 2018 Roanoke Youth Summit.)
• Sept. 2018 meeting canceled due to Roanoke Youth Summit being held
that month.
• October 22, 2018: 4 members in attendance
• December 2018 and January 2019 meetings canceled due to holiday
season.
• February 11, 2019: 6 members in attendance (February meeting date
changed due to planning for March 2, 2019 Roanoke Youth Mini Summit.)
• March 2019 meeting canceled due to March 2, 2019 Roanoke Youth Mini
Summit, and Chairperson and Council Member Anita James Price
attending National League of Cities (NLC) Congressional City Conference
with youth members of the Board.
• April 22, 2019: 4 members in attendance
• May 28, 2019: 5 members in attendance
• June 24, 2019: 4 members in attendance
The board held two events during Fiscal Year 2019, the 2018 Roanoke Youth
Summit and the 2019 Roanoke Youth Mini Summit. The 2018 Roanoke Youth
Summit was held September 8, 2018 at Patrick Henry High School.
Approximately 50 youth and adults attended. The 2019 Roanoke Youth Mini -
Summit was held March 2, 2019 at Lucy Addison Middle School, and
approximately 60 youth and adults attended.
Board Chairperson and Council Member Anita James Price took two student
board members to the NLC Congressional City Conference in Washington, D.C.
on March 10 -13, 2019. The annual conference includes a youth leadership
component.
This report summarizes the activity of the Youth Services Citizen Board for
Fiscal Year 2019. Attached meeting agendas and minutes, and event literature
provide additional details.
Respectfully Submitted,
i
t August 30, 2019
t
Aishajohnson, Economic Development Specialist
CITY COUNCIL AGEND A REPORT
To: Honorable Mayor and Members of City Council
Meeting: 16 September 2019
Subject: Fair Housing Board Annual Report for Fiscal Year 2018 -19
The Fair Housing Board is pleased to provide this Annual Report for fiscal year 2018-
2019 to City Council. The Board undertook training activities during the past year and
is looking forward to a new year of opportunities.
Purpose and Function:
Under the City Code, the Fair Housing Board is to serve as a source of public
information on fair housing through outreach, toraise education
awareness staff
support, the Board has continued efforts
celebrated 50 years since the passing of the Fair Housing Law.
Membership: appointing five (5) new
Significant change in Board membership occurred. Council app g
members. New members attended recent meetings and the Spring Fair Housing
Seminar. The remaining vacancy was addressed more frequently; only it did not
meeting. Board made the decision to meet
achieved a quorum. Attendance at the called meetings of the board is as follows:
Meeting Date
co
o
a`)
L
E
m
tam
-'
VO
-' `"
�O
U_ N
Q
Q T_ 0
Currently
Board Member
ti
co
LO
0)
rn
mOZ
N
on Board
Antwyne Calloway
P
P
P
P
-
R
No
Stephen Grammer
P
U
P
P
P
E
e
B ron Hamler
U
-
No
Anita Wilson
U
P
P
P
P
p
Yes
Nicole Calhoun
P
U
P
P
P
U
Yes
Amar Bhattarai
-
-
U
U
U
U
Yes
Jessie Coffman
-
P
P
P
P
I P
Yes
Peter Volosin
-
P
P
P
I P
I P
Yes
Outreach and Education Activities:
In line with the Board's mission, Board hosted two Fair Housing seminars. Both led by
DPOR certified Mally Dryden -Mason of the Virginia Fair Housing Office. The sessions
were held on 18 December 2018 and 25 April 2019. There were just over 140 and 100
registered participants respectively.
The Board continues to actively seek opportunities to enlighten and educate the City's
vulnerable populations about their rights and responsibilities. Approximately one (1)
inquiry per week in regards to fair housing complaints eal h's Department of Professional
e
member. All calls were referred to the Comm
and Occupational Regulations (DPOR) Fair Housing Office, HUD's Office of Fair Housing
and Equal Opportunity (FHEO) and /or the local Legal Aid Society for follow up and
enforcement.
Council proclaimed the month of April as Fair Housing Month. The Board distributed
the City's Fair Housin : What You Need To Know" booklet at the Fair Housing
Seminars.
The Board continues to work to forward the Board's mission and vision:
Mission: The City of Roanoke's Fair Housing Board seeks to expand the
knowledge, understanding, and desire i citizens to receive
Board seeks torprodideual
treatment in respect to housing. T he Far
education to the housing industry, housing industry related partners, and citizens
to ensure that all know their rights and responsibilities under the Federal, State,
and Local Fair Housing Laws.
Vision: To provide education so that no citizen shall be discriminated against on
the basis of race, color, religion, national origin, familial status, marital status,
disability, age, or elderliness and so that all citizens have the right to live where
they can afford.
In accordance with Title VIII of the Federal Civil Rights Act, HUD - funded contracts the
City engages in with sub - recipients are reviewed to ensure Fair Housing compliance.
For fiscal year 2019 -2020, the Fair Housing Board has two priorities:
Continue to educate Board Member on Fair Housing Issues in order to better provide
guidance /advice to City Council. The Board will continue its efforts to raise public
awareness regarding fair housing by looking for innovative ways to reach out to the
protected classes.
The Fair Housing Board hopes that Council to th'is
questions andtgu dancetive and
useful. The Board stands ready to respond
---------------------------
Lara N. Burleson
Secretary to the Board
Distribution: Council Appointed Officers
Brian Townsend, Assistant City Manager
Chris Chittum, Director of Planning Building and Development
E
Annual Report
As of June 30, 2019
Berglund Center Commission
To: The members of Council of the City of Roanoke, Virginia:
History of the Berglund Center Commission:
In 1975, City Manager Byron Haner recommended a Civic Center Advisory Commission
to govern the Roanoke Civic Center, saying it needed a business -like, fiscally sound
management approach to running it. The way it was set up in the beginning was that the
Civic Center Manager:
o could not settle a show with a promoter the night of a show because the City
finance department had to work with the RCC manager on the next business day
to agree to profit and loss;
o had to contact public works every time he needed maintenance (clogged sinks
and toilets, trash pick -up);
o or when temporary or part-time workers were needed for a show.
By setting up a commission, the Civic Center Manager would be able to:
o establish separate accounting from the City finance department;
o hire /fire workers as needed;
o have more flexibility with rental rates and fees;
o exercise latitude in negotiating with promoters (until then, it was a cumbersome
and time - consuming process to modify rates with the City).
The Council was to appoint members of the RCC Commission.
Current Berglund Center Commission Overview:
As outlined in City Code, the Berglund Center Commission serves in an advisory capacity
for Berglund Center and shall operate in the following manner:
o Within the funds provided by appropriation, recommend promotional methods to
diversify or increase events at Berglund Center.
o Recommend to the Berglund Center General Manager appropriate rates for fees,
rentals, rates, and terms for the use of the facilities.
o Advise on matters relating to the parking of vehicles, transportation, and traffic
controls at Berglund Center.
o Advise and report on the intent of the Berglund Center General Manager to award
long -term contracts.
o Advise and report matters of policy with reference to ticket sales.
o Serve as ambassador and representative within the community and assist in
promotion of upcoming events and special activities.
o Advise on the acquisition of capital needs of Berglund Center.
In practice, the Berglund Center Commission now meets every other month and acts in
an advisory capacity with a focus on the following:
• Review of monthly financial report and financial performance.
• Receive report from the General Manager on Berglund Center activities, including
event activities and capital improvement projects.
• Monitor event performance - ticket sales.
• Provide guidance /opinions to the Berglund Center General Manager on
operational issues /decisions.
Members:
Current appointed members and term expiration dates are as follows:
Kidd Carter (Chris Carver)
Commission Term Expires: 09/30/2020
Michael Dame
Commission Term Expires: 09/30/21
Linwood "Woody" Deans, Chair
Commission Term Expires: 09/30/21
Landon Howard
Commission Term Expires: 09/30/20
Samuel L. Llonberger, III
Commission Term Expires: 09/30/2020
Thomas Page
Commission Term Expires: 09/30/2022
Tom Roller
Commission Term Expires: 09/30/2019
Stephen S. Willis
Commission Term Expires: 09/30/21
Attendance:
Berglund Center Commission Attendance
2018 2019
Legend
COMMENTS
Resigned as of 5/14119.
dill not reapply.
Present �
Absent X
No Meeting N
Note: Thomas Page was appointed on 10/1/19 and Kidd Carter was appointed on 8/6/19.
In addition to the commissioned members, the meetings are also generally attended by:
Robyn Schon, General Manager of Berglund Center; Mike Stenzler, Asst. General
Manager of Berglund Center, Acquenatta Harris, Director of Finance; Sherman Stovall,
Asst. City Manager of Operations; and June Woodward, Secretary. David Collins,
Assistant City Attorney, also attends on occasion.
Minutes:
The dates of Fiscal Year 2019 Commission meetings and noteworthy discussions and /or
motions during the meetings are as follows:
8/13/18:
- Some challenges were encountered due to the Ted Nugent concert.
- A lengthy discussion about the possibility of the National Gridiron League at
Berglund Center took place.
- Judy Jackson's commission expired after 11 years of service.
- Pending contract negotiations with the Rail Yard Dawgs were deliberated.
9/10/18:
- Michael Dame was welcomed as a new Commission member to replace Judy
Jackson.
- The schedule for the National Gridiron League was distributed.
- Elmwood Park Garage challenges were discussed.
- Berglund Center's annual report for fiscal year 2018 was handed out to all
members.
Apt.'d
Exp.
J
A
S
0
N
D
J
F
M
A
M
J
Woody Deans
11/2/2009
9/30/2021
N
o'
X
v
N
X
v
X
N
Landon Howard
10/1/2011
9/30/2020
N
v
v
V
X
N
X
v
o
N
Stephen S. Willis
Ssunny Shah
8/1/2011
10/1/2014
9/30/2021
9/30/2020
N
N
v
vo
v
X
v
o
X
N
N�
v
v'
X
v
v
X
X
X
N
N
Judy Jackson
12/18/2006
9/30/2018
N
o
Tom Roller
Samuel Lionberger, III
11/7/2016
10/1/2017
9/30/2019
9/30/2020
N
N
v
v
v
v
X
X
0
o
N
N
o
X
v
X
0
N
N
Michael Dame
Thomas Page
8/6/2018
10/1/2019
9130/2021
9/30/2022
N
N
X
v
N
X
X
X
X
N
Kidd Carter
8/6/2019
9/30/2020
N
Sherman Stovall
N
X
X
N
X
X
X
N
Robyn Schon
Mike Stenzler
N
N
X
,
,
N
N
v
X
v
N
Acqui Harris I
I
N
N
o
0
o
N
David Collins I
N
X
X
X
X
N
X
X
N
Legend
COMMENTS
Resigned as of 5/14119.
dill not reapply.
Present �
Absent X
No Meeting N
Note: Thomas Page was appointed on 10/1/19 and Kidd Carter was appointed on 8/6/19.
In addition to the commissioned members, the meetings are also generally attended by:
Robyn Schon, General Manager of Berglund Center; Mike Stenzler, Asst. General
Manager of Berglund Center, Acquenatta Harris, Director of Finance; Sherman Stovall,
Asst. City Manager of Operations; and June Woodward, Secretary. David Collins,
Assistant City Attorney, also attends on occasion.
Minutes:
The dates of Fiscal Year 2019 Commission meetings and noteworthy discussions and /or
motions during the meetings are as follows:
8/13/18:
- Some challenges were encountered due to the Ted Nugent concert.
- A lengthy discussion about the possibility of the National Gridiron League at
Berglund Center took place.
- Judy Jackson's commission expired after 11 years of service.
- Pending contract negotiations with the Rail Yard Dawgs were deliberated.
9/10/18:
- Michael Dame was welcomed as a new Commission member to replace Judy
Jackson.
- The schedule for the National Gridiron League was distributed.
- Elmwood Park Garage challenges were discussed.
- Berglund Center's annual report for fiscal year 2018 was handed out to all
members.
Personnel challenges were outlined, including the recent loss of the Director of
Food & Beverage, the Executive Chef, Concessions Manager, and Marketing
Coordinator.
The logistics of the impending transition to City management on January 1, 2019,
were outlined.
10/8/18:
- Further discussion ensued about the National Gridiron League and some of the
players that were being recruited.
- An updated schedule of events was introduced for the Lea's Winter Classic in
January.
11/12/18:
- An update was provided on the Rail Yard Dawgs and their improved performance
this season.
- It was noted that we had not yet received the deposit from the National Gridiron
League and we could not move forward with scheduling until the deposit was in
hand.
A suggestion was made by Ms. Schon to move the monthly meetings from
Mondays to Tuesdays. A motion was made and unanimously approved to move
the meeting to Tuesdays.
The feasibility of a $10 premier parking pass was deliberated.
(No meeting in December)
1/15/19:
- The National Gridiron League's deposit still had not been received in spite of the
deadline given of 12/31/18. Ticket prices were still high in spite of some of the
adjustments that had previously been made.
- An update was provided for the transition to City management, enumerating some
of the challenges and issues that had been encountered, including the cost
associated with the change.
- Parking issues were again raised since the Elmwood Garage was no longer
available on Mondays, Tuesdays, and Wednesdays.
2/12/19:
It was a subject of concern that the National Gridiron League had already
announced their upcoming schedule at Berglund Center, even though their
deposit still had not been received.
- The "Berglund Cares" customer service program was rolled out to replace the
"How You Doin' ?" initiative with Global Spectrum.
3/12/19:
- All of the held dates for the National Gridiron League games were released since
the deposit never materialized. It was noted that the NGL had been selling
tickets on another platform that was not Berglund Center's, which was a violation
of their Berglund Center contract and Paciolan's.
4/9/19:
The Rail Yard Dawgs made it to round one of the playoffs and dates were blocked
for them.
It was announced that the AAF was recently sold and the National Gridiron
League was sold around the same time. Our agreement with the NGL was
pronounced terminated.
Pouring rights went out to bid and Pepsi came in with a better offer than Coca
Cola. Therefore, we began contract negotiations with Pepsi.
The ticketing contract with Paciolan was to expire in the summer so an RFP for
ticketing was issued.
It was suggested that the monthly Commission meetings be moved to bi- monthly.
A motion was made to move to bi- monthly meetings and it was unanimously
approved. A decision was made to continue meeting on a monthly schedule until
the end of the fiscal year, and then move to bi- monthly.
5/14/19:
- A proposed amended meeting schedule was distributed to all of the members
based on meeting every other month. The proposal to accept the revised
schedule as presented was voted on and unanimously approved.
- Staff changes included the hiring of Tyler Wright as the new Director of
Sponsorship and Group Sales to replace Koby Hearn and Amy Dallaverson as
Event Manager to replace Kristina Smith.
- HomeTown Bank previously had ticketing naming rights but had decided to go in a
different direction. An RFP for naming rights was being developed.
- A brief video was presented outlining the BC Cares program.
(No meeting in June)
7/9/19:
- Completed capital improvements for fiscal year 2019 were outlined and planned
improvements for fiscal year 2020 were announced.
Copies of the minutes for all 10 Commission meetings in fiscal year 2019 are attached.
Respectfully Submitted,
June Woodward, Secretary
Attachments
September 9, 2019
Stephanie Moon Reynolds, Clerk
City of Roanoke
215 Church Avenue SW
Suite 456
Roanoke, VA 24011
RE: Parks and Recreation Advisory Board Annual Report
Ms. Reynolds,
Enclosed is the 2018 -2019 annual report from the Parks and Recreation Advisory Board.
Please let me know if you have any questions.
Sincerely,
Pete Eshelman
Parks and Recreation Advisory Board Chair
Roanoke Parks and Recreation Advisory Board Annual Report 2018 -2019
Overview
The Parks and Recreation Advisory Board (PRAB) acts in an advisory capacity for the Roanoke Parks and Recreation
Department on matters pertaining to city parks and open spaces, greenways, recreation facilities, and programs.
PRAB members serve as community liaisons between parks department and residents and share community
concerns and suggestions with the department. PRAB also reviews and provides input on department projects and
provides guidance on future developments.
PRAB meets the second Tuesday of each month at 5:30pm in the Parks and Recreation Conference Room.
Members and Attendance Record
PRAB Board Member
X denotes absent
Meeting Highlights (full minutes included at end of report)
July 2018:
• The July meeting was canceled due to lack of member availability.
August 14, 2018:
• Group welcomed new member Kwan Evans.
• Member Modica made group aware of Tinker Creek cleanup.
• Member Bryant reported that trees in Vic Thomas Park are in poor condition.
• Staff member Boas updated group on new app called Happifeet through which park issues can be reported.
• Member Eshelman updated group on Morndingside Bike Park project.
• Director Clark updated group on Countryside restroom and Rivers Edge North projects. He also shared that
youth football registration numbers are declining. Clark also provided a Master Planning process update.
• Staff member Boas updated the group on the Big Ole Bike art project on Mill Mountain.
• Election of officers occurred. Eshelman remains chair and Dietz will remain Vice Chair.
711
8114
9118
10111
11/13
12120
1115
2/12
3112
1 419
Chris Bryant
X
Yes
X
X
Yes
X
Yes
Yes
X
Yes
Melanie Crovo
X
Yes
X
Yes
Yes
Yes
Yes
Yes
Yes
X
Joshua Dietz
X
X
Yes
Yes
Yes
Yes
Yes
Yes
Yes
X
Pete Eshelman
X
Yes
Yes
Yes
Yes
Yes
X
Yes
X
Yes
Kwan Evans
X
Yes
X
X
X
X
X
X
X
X
Lauren Hartman
X
Yes
Yes
Yes
Yes
X
Yes
Yes
Yes
Yes
Matthew Kelley
nia
Wa
nia
n/a
Yes
X
Yes
X
Yes
Yes
William Modica
X
Yes
Yes
X
X
Yes
Yes
Yes
Yes
X
Claude " S rt" Page
X
Yes
X
Yes
X
X
X
X
X
X
Luke Priddy
nia
nla
Wa
n1a
n/a
n/a
nta
nia
n/a
Yes
Jared Ri0by
X
Yes
Yes
X
Yes
X
Yes
Yes
Yes
Yes
Jerome Stephens
I X
Yes
Yes
Yes I
X
Yes
X
Yes
X
Yes
Sue Williams
Wa
Wa
nia
Na
n/a
Na
nia
nia
n/a
Yes
X denotes absent
Meeting Highlights (full minutes included at end of report)
July 2018:
• The July meeting was canceled due to lack of member availability.
August 14, 2018:
• Group welcomed new member Kwan Evans.
• Member Modica made group aware of Tinker Creek cleanup.
• Member Bryant reported that trees in Vic Thomas Park are in poor condition.
• Staff member Boas updated group on new app called Happifeet through which park issues can be reported.
• Member Eshelman updated group on Morndingside Bike Park project.
• Director Clark updated group on Countryside restroom and Rivers Edge North projects. He also shared that
youth football registration numbers are declining. Clark also provided a Master Planning process update.
• Staff member Boas updated the group on the Big Ole Bike art project on Mill Mountain.
• Election of officers occurred. Eshelman remains chair and Dietz will remain Vice Chair.
September 18, 2018:
• Citizen Cathcart provided public comments regarding the Blackwell House at Fishburn Park. She expressed
concern about the fact two closed meetings have occurred. She requested the house be opened for
supervised tours. Cathcart also expressed concern regarding a proposal to use the house as an office.
• Board met new P &R staff member Kait Pedigo who will be the new Events Supervisor.
• Member Hartman inquired if there was an update on the Greenway near the Walker Foundry, Director
Clark replied that there is no update.
• Member Rech resigned from PRAB. His travel schedule prevents him from attending.
• Director Clark provided updates on Rivers Edge North and Tinker Creek Greenway projects. He also
provided a Master Park Planning process update. Clark informed the group that Council met in closed
session to discuss a proposal they had received for the Blackwell House at Fishburn Park.
• Clark provided the group an update on youth athletics and a healthy discussion occurred (see minutes).
October 9, 2018:
• Member Stephens stated that the asphalt by Jamestown (greenway) is very rough and not in good
condition. Director Clark stated that it was on the list for repairs.
• Members continued discussions around youth athletics and voted to recommend P &R bring all youth
athletics in -house (see minutes).
November 13, 2018:
• The GO Outside Festival was discussed.
• Director Clark provided project updates regarding the Roanoke River Greenway and tree planting in
multiple parks. Clark notified the group that P &R was awarded a statewide award for Environmental
Sustainability and Conservation for their work to save the historic sycamore tree in Elmwood Park.
• Clark presented initial findings of the Master Park plan to the group (see minutes).
December 20, 2018:
• Director Clark presented information regarding City Council's feedback to him presenting the initial findings
of the Master Plan. Clark shared how Roanoke compares to benchmark communities with regards to miles
of trail to maintain, number of staff, budget, etc.
• Clark shared the departments new vision: Be the Reason People Choose Roanoke.
• Clark shared the departments five goals (see minutes).
• Member Modica made a motion for PRAB to recommend council adopt the Master Plan. There was not a
quorum so the group agreed to let absent members vote via email.
January 15, 2019:
• Citizen Cathcart asked questions about the Master Plan.
• Director Clark provided an update on the Morningside Bike Park project, as well as Rivers Edge North.
• Clark provided the group with a FY20 budget update.
• Member Modica requested an update on the Lick Run stream restoration.
February 12, 2019:
• Several members provided positive community feedback regarding the new Garden City Greenway.
• Member Eshelman shared that the first phase of crowdfunding the Morningside Bike Park is complete. The
community raised $6400 for the first phase of the project. Construction will begin ASAP with a completion
goal of late April.
• Director Clark recognized staff member Marilyn Arbogast who is retiring after 40 years with the City.
• Clark shared the impact Hurricane Michel on the parks with regards to clean up costs.
• Clark shared the FY20 budget with the group. He is hopeful the department will receive one or two of their
supplemental requests. The number one supplemental request is trail and greenway maintenance.
• Staff member Doug Stevens was introduced. Doug shared his responsibilities with the group. Doug is an
athletics program supervisor.
March 12, 2019:
Director Clark shared that P &R has been running ads on NPR. Clark shared an update on the Outdoor
Adventure Club, a collaboration with Roanoke Outside and Big Brothers Big Sisters. He also shared news
that a new horticulturist will begin next week.
• Clark provided a FY20 budget update.
• A discussion about scooters and ebikes ensued.
April 9, 2019:
• New PRAB member Priddy was introduced to the group.
• Member Rigby shared that some links on the P &R website were not working.
• Director Clark gave an update on the mowing schedule and shared the number of calls the urban forestry
department responded to.
• New staff member Woodson, community recreation supervisor, was introduced.
• The group discussed the need to advocate and encourage council to adopt a budget favorable to P &R.
• P &R entered into a lease agreement with a cell phone tower operator for Fallon and Preston Parks.
May 14, 2019:
• A group of local mountain bikers and trail builders spoke to the group and shared their vision regarding Mill
Mountain trails. They educated the group on the various trends in mountain biking and expressed a desire
to have modern -day bike trails built. Director Clark informed them that parks staff are currently conducting
a trail assessment for Mill Mountain and that the group needs to share their ideas with Renee Powers.
• Member Stephens shared comments regarding batting cages.
June 14, 2019:
Director Clark stated that the monthly status reports sent to PRAB members ahead of the meetings will
replace his director comments. The status report provides a much more in -depth look at department
activity.
• Clark provided updates on the Master Plan and encourage members to attend the July 15 council meeting
and encourage the formal adoption.
AUDIT COMMITTEE ANNUAL REPORT
.� For Fiscal Year Ending June 30, 2019
ROANOKE
September 4, 2019
The Audit Committee is one of three permanent committees of the City Council. It serves in an
advisory role to Council and appointed officers on matters related to the City's financial records
and activities affecting the financial records. Meetings are typically held quarterly and at the
request of any member:
Committee Member
9/5/18 12/12/18
3/6/19
6/17119
J
J
Anita Price Chair
Bill Bestpitch, Vice -Chair
Michelle Davis, Member
J
Mayor Lea, Ex- Officio
The Audit Committee oversees the City and Pension Plan annual financial statement audits, as
well as the Municipal Auditing Department's budget and work plan. It also reviews all audit
reports and updates, which for the year ending June 30, 2019, included:
• City Council Expenditures
• Police Cash and Fees
• Fire / EMS Operations
• Opinions on the FY2018 Annual
Financial Reports
• Revenue System Implementation
• Fraud, Waste and Abuse Investigations
• Clerk of the Circuit Court
Municipal Auditing's Annual Report for the year ending June 30, 2019, is attached. Meeting
minutes, audit reports and updates are available online through the City's website at
www.roanokeva.gov/auditing.
Fiscal Year Ending
June 30, 2019
CITY RCPS GRTC
n
BE**
22-
Activity by Service Type
0
nni /0 '2no/
10%
4%
fo Consultation
Performance
Financial Related
• Investigations
• Quality Assurance
Information Systems
• Audit Follow Up
32%
Direct Indirect
Benchmark = 68% Direct Time
6%
18 %J
Indirect Breakdowr
2% 2%
22 %J
�5%
Employee Leave
Employee Development
Admin - Staff
■ Admin - Office
• Boards & Committees
■Audit Plans / Risk Assess
• Dept Development
#�t
r
k..
IN
Measure Target Actual Delta
Assignments Completed / FTE 8 6 (2)
Client Action Plans Completed 80% 90% 10%
End of Report
MINUTES
Audit Committee of Roanoke City Council
Location: Council Conference Room
Noel C. Taylor Municipal Building, Room 451 South
Date: June 17, 2019
Time: 12:01 p.m. to 1:11 p.m.
Attendees:
Audit Committee Member Present (YIN)
Anita Price (Chair) Y
William Bestpitch (Vice- Chair) Y
Michelle Davis (Member) Y
Sherman Lea (Ex- Officio) Y
Bob Cowell, City Manager
Sherman Stovall, Assistant City Manager for Operations
Brian Townsend, Assistant City Manager for Community Development
Amelia Merchant, Director of Finance
Dan Callaghan, City Attorney
Drew Harmon, Municipal Auditor
Dawn Hope Mullins, Assistant Municipal Auditor
Emma Coole, Senior Auditor
Margaret Lindsey, Accounting Supervisor
Dorothy Hoskins, Senior Accountant
Shatonna Stores, PCI Project Manager
John Aldridge, Partner, Brown Edwards
Chris Banta, Partner, Brown Edwards
Evelyn Powers, Treasurer
Terra Heavner, Chief Deputy Treasurer
Walter Nanez, Automation Coordinator
Dwayne D'ardenne, Stormwater Manager
1. Call to Order:
Ms. Price called the meeting to order at 12:01 p.m.
2. Approval of the Minutes from the March 6th Meeting:
Ms. Price asked if there were any corrections to the minutes. Hearing none, the minutes were received
and filed as written.
June 17, 2019
Page 2 of 6
3. External Audit Plan for Year Ended June 30, 2019:
Mr. Harmon introduced John Aldridge and Chris Banta, partners with Brown Edwards, the City's new
external audit firm. He noted that Brown Edwards has audited the School Division for several years
and so there is a familiarity with the firm and its work. He asked Mr. Aldridge to brief the Committee on
the general audit plan for FY19.
Mr. Aldridge introduced himself and stated that he will be the primary partner working on the City's
audit. Both he and Mr. Banta will be involved in the audit and reviewing the audit work. He referred the
Committee to page three (3) of the presentation, noting that Brown Edwards had acquired the City's
former audit firm, Cherry Bekaert, subsequent to winning the job through a request for proposals
process. He assured the Committee that the City will be audited by the team originally proposed by
Brown Edwards and that last year's audit team will not be involved.
Mr. Bestpitch asked if Brown Edwards will have the benefit of the prior year work papers. Mr. Aldridge
responded that this is an interesting issue, since Roanoke was not a client of Cherry Bekaert's at the
time of the acquisition. Mr. Banta responded that he has reviewed the work papers as part of the
transition. They are hopeful that the work papers can be transferred to Brown Edwards, providing
many of the permanent records that have to be compiled. Mr. Bestpitch commented that it would be
helpful if Brown Edwards did not have to start from scratch; Mr. Aldridge agreed.
Mr. Aldridge talked about Government Auditing Standards and requirements that the firm audit federal
grants and compliance with specific state requirements, in addition to financial reporting. He reviewed
the three phases of the audit: planning, interim field work, and final field work. He noted that the State
requires local governments to file their audit by November 30 and that he foresaw no problems in
meeting this deadline.
Brown Edwards will also perform the audits of Greater Roanoke Transit Company and Roanoke City
Public Schools, which are component units of the City and whose financial results are incorporated into
the City's Comprehensive Annual Financial Report. Mayor Lea asked how long Brown Edwards has
audited the schools. Mr. Banta responded that this would be the firm's tenth year. Mr. Aldridge noted
that the schools have their own audit team but that he and Mr. Banta direct and review the work. This
will be advantageous for the overall City audit and provide efficiencies.
Mr. Aldridge talked a little more about planning and risk assessment. Areas that require more scrutiny
include things such as debt refunding or new school buildings. Virginia is unusual in that school
divisions manage and operate school buildings, but the debt and the value of the asset are on the
locality's books. The firm also looks at any new accounting standards and any impacts they may have
on the client.
Interim work is in progress with Brown Edwards staff performing grants compliance work at the City's
Social Services department. Required work in the Sheriffs office will be performed in July. One
notable change from last year is the City's taking over operations of Civic Center from an outside
June 17, 2019 Page 3 of 6
management company. Brown Edwards will spend some additional time with Finance and Civic Center
staff understanding any resulting changes in financial controls.
Final field work begins after the end of the fiscal year. When completed, opinions will be issued along
with a management letter communicating the results of the audit. Any suggestions from the auditors
will be discussed with management before it comes to the Audit Committee. All the information will be
shared with Committee members for consideration and comments. Brown Edwards will follow up on
any issues in 2020 and will report back to the Committee.
Mr. Aldridge discussed significant audit areas on page 12 of the plan. He described steps taken to
identify joint ventures and similar arrangements that add complexity to financial reporting. Mr. Aldridge
noted that one advantage of being a Roanoke -based firm is the familiarity with local news and events.
Next, Mr. Aldridge discussed plans for auditing federal grant expenditures. A material weakness in the
Workforce Investment grant last year caused the city to be reclassified as "high risk." His firm must
audit at least 40% of the City's federal grant expenditures.
Ms. Davis commented that she was excited to have a new firm and fresh eyes looking at the City's
financial reporting.
Mr. Bestpitch concurred and felt it was good to have a local firm that is familiar with local events and the
City government.
Ms. Price noted that Brown Edwards has a vested interest in the Roanoke Community and will bring
fresh perspective to the audit. She expressed the Committee's happiness at having Brown Edwards as
the City's new audit firm.
Mr. Aldridge thanked Committee members for their time and suggested they contact him or Mr. Banta
directly if they have any questions or concerns about the audit.
Hearing no further questions or discussion, the audit plan was received and filed.
4. Fire -EMS Operations Audit:
Mr. Harmon apologized for the length of the report, noting that there was a lot of information to convey.
Fire -EMS is one of the primary functions of the City and one of its larger departments. He noted that
the background information was extensive, providing context for decisions on the scope and objectives
of the audit.
Mr. Bestpitch noted that Fire -EMS is a significant portion of the City's budget and that the amount of
overtime incurred appeared to be one of the main issues identified. He understood that retirements
played a significant part in the issue and asked if this will this continue to be a concern into the future.
Mr. Stovall responded that turnover is a key factor generating overtime and that graduating only one
Fire -EMS academy per year presents challenges. Management allows the Chief to overhire each year
June 17, 2019
Page 4of6
to provide a staffing buffer, however; vacancies will always be a challenge with only one academy per
year. His direction to the Chief is that they cannot compromise the safety of the public or the safety of
firefighters, when addressing staffing shortages. The department does not brown out or black out
stations. Mr. Stovall commented that additional overfill positions may be considered, that an automated
scheduling system is being explored, and that they continue to work at forecasting turnover.
Mr. Bestpitch thanked Mr. Stovall for his comments and asked about the risks of individual firefighters
working too much over time. Mr. Harmon noted that Fire -EMS instituted a maximum 72 consecutive
hour rule in 2018 and that the audit identified only one violation after the rule took effect.
Mr. Harmon stated that there had been a lengthy discussion about retirements during the audit exit
conference. Management has been proactive in identifying who is eligible for retirement. They are
hopeful that firefighters will be more forthcoming about plans for retiring in the future. Mr. Stovall noted
that nothing in City's pension plan requires that employees provide advance notice of their retirement
plans.
Ms. Price asked about notable operational models other localities had for Fire -EMS. Mr. Harmon noted
that Auditing had attempted to compare operational data submitted to the State by public, private, and
volunteer agencies. The data was difficult to obtain and appeared to be incomplete and inaccurate,
preventing any valid comparisons. However, the data showed that emergency medical services in the
Richmond area were primarily provided by an Ambulance Authority. The Authority appears to be a very
successful model, with a centralized station from which ambulances are deployed based on historical
data in advance of calls for service. Roanoke's Fire Chief is familiar with the Authority and its
innovations; he has visited the Authority on at least two occasions.
Ms. Price commented on the wealth of information provided by the audit report and expressed her
appreciation to everyone involved.
Hearing no further questions, the report was received and filed
5. Employee Loitering Investigation:
This investigation was prompted by a hotline report filed by a concerned citizen. The concern was
substantiated with management's assistance and was promptly corrected. Mr. Harmon briefly
commented on the important responsibilities of the Stormwater Division's central business district crew
and factors that contributed to excessive idle time. A new work order system is expected to help with
planning and monitoring work throughout the Division, including downtown.
Mr. Bestpitch commented that the top line of all job descriptions should be to make the City of Roanoke
the best it can be. It should not just be about checklists, it should be about looking at what needs to be
done. He is often amazed at the amount of trash picked up weekly as reported in the City Manager's
weekly updates. Even with consistent efforts, he still hears constantly about code violations.
June 17, 2019
Page 5 of 6
Ms. Price asked if there were any other questions or comments. Hearing none, the update was
received and filed.
6. Tax and Treasury Project Update:
Ms. Mullins introduced the vendor [PCI] Project Manager, Shatonna Stores, and discussed the project
timeline, noting that five (5) systems will be converted. Due to the amount of data involved,
conversions will be ongoing throughout the project. For example, the personal property system alone
has over 100,000 records that must be migrated. Overall, there will be four rounds of conversions.
Round one involves assimilating basic customer data from legacy systems, which has been difficult.
Later rounds will focus on other data attributes and account information. New information may also be
added during the process.
Ms. Stores commented that the data conversion process involves a lot of clean up and takes significant
time. She noted that the City is also considering changes to its current business processes that may
have implications for data conversion. Ms. Mullins added that the Department of Technology (DoT) has
been able to automate some of the data cleanup and overall those conversions have been reasonably
successful. However, extracting real estate data from the legacy system has been problematic and
may require paying the current vendor for assistance.
Progress on conversions has been constrained by the availability of both DoT and vendor resources.
A temporary full time Application Developer position at the City has been advertised and, when filled,
will work exclusively on the project.
The vendor is also behind schedule in installing the cashiering side of the test system. This has
inhibited City staff in making system setup decisions. There has also been a lack of experience sharing
and direction provided by PCI. Ms. Stores stated that her experience comes primarily from the client
side, as a system user at another locality. She believes there will be more knowledge- sharing once
testing begins. In order to setup a beneficial test system, considerable data conversion needs to be
completed. Ms. Powers added that she recently had the opportunity to talk with several treasurers who
utilize the system and they had many helpful recommendations.
Ms. Davis inquired about the size of the vendor company and the number of municipal contracts. Ms.
Stores responded that the company has approximately 50 employees in Tampa and an additional 20
employees in other locations, including Europe. Clients include approximately 18 localities in Virginia.
Ms. Mullins continued with the presentation, noting that a more formal process for reaching and
documenting decisions was under development. There have been delays in decision making by the
project team due to various reasons. Hopefully, the new process will more directly capture the basis for
decisions, as well as serve to hasten the decision making process.
Ms. Mullins complimented the work of employees from the Treasurer's and Commissioner's Offices. To
date, efforts have been primarily focused on Commissioner's Office duties, but will be transitioning to
include more Treasury input. Overall, departmental time commitments will need to increase
June 17, 2019
Page 6 of 6
substantially moving forward. Project hours declined in the most recent quarter due to tax season and
accommodations will have to be made next tax season to enable employees to consistently continue
working on the project.
Critical deliverables provided by the vendor since the last update include delivery of the final project
plan, system training and a portion of the test system. The City completed multiple business process
review documents and made significant progress on conversion decisions and data files. Ms. Mullins
discussed the project budget noting that approximately $22,816 remains. Project goals for the
September update include completing round one of conversions, finalizing remaining business process
review documents and identifying potential City Code changes that may be needed. Mr. Bestpitch
asked if the October 2020 go -live date is still reasonable. Ms. Mullins responded in the affirmative, as
there are plans in place to address some of the current struggles. Ms. Price commended the team for
their hard work and thanked Ms. Stores for attending the meeting. Mr. Harmon added that it is
important to keep the process moving and the committee informed.
Hearing no further questions, the update was received and filed.
7. Other Business:
Mr. Harmon noted that the next Audit Committee meeting is scheduled for Wednesday, September 4,
2019.
8. Adjournment
Ms. Price adjourned the meeting at 1:11 p.m.
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerkCroanokeva.gov
September 17, 2019
Debbie Bonniwell, Chief Executive Director
Blue Ridge Behavioral Healthcare
301 Elm Avenue, S. W.
Roanoke, Virginia 24016
Dear Ms. Bonniwell:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
This is to advise that Edward Garner has qualified as a City representative of the Blue
Ridge Behavioral Healthcare Board of Directors for a three -year term of office ending
December 31, 2022.
Sincerely,
441w�_N-
Stephanie M. Moon
City Clerk
Reyn ,
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Edward Garner, do solemnly swear that I will support the Constitution of the
United States of America and the Constitution of the Commonwealth of Virginia, and
that I will faithfully and impartially discharge and perform all the duties incumbent upon
me as a City representative of the Blue Ridge Behavioral Healthcare, Board of
Directors, for a three -year term of office ending December 31, 2022, according to the
best of my ability. So help me God.
497n, 0Me-I Me-IM
The foregoing oath of office was taken, sworn to, and subscribed before me by
Edward Garner this a day of U 2019.
Brenda S. Hamilton, Clerk of the Circuit Court
By 7 , Clerk
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
September 17, 2019
Tina Carr, Acting Secretary
Building and Fire Code Board of Appeals
Roanoke, Virginia
Dear Ms. Carr:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
This is to advise you that Helen Favor has qualified as a member (Engineer) of the
Building and Fire Code Board of Appeals to fill the unexpired term of office of Patrick J.
Williams ending June 30, 2021.
Sincerely,
Stephanie M. Moo=Reynol�dsl,MC
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Helen Favor, 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 (Engineer) of the Building and Fire Code Board of Appeals to fill
the unexpired term of office of Patrick J. Williams ending June 30, 2021, according to
the best of my ability. (So help me God.)
HELEN FAVOR
The foregoing oath of office was taken, sworn to, and subscribed before me by
Helen Favor this day of 019.
Brenda S. Hamilton, Clerk of the Circuit Court
STEPHANIE M. MOON REYNOLDS, MMC
Cih 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: clerkCa roanokeva.gov
September 17, 2019
Melissa Murray, Secretary
Roanoke Arts Commission
Roanoke, Virginia
Dear Ms. Murray:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
This is to advise you that John Hitchins, Jr., has qualified as a member of the Roanoke
Arts Commission to fill the unexpired term of office of Ariel Lev ending June 30, 2020.
Sincerely,
• � QO�n r
Ste hanie M. Moon Reynolds, M C
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, John Hitchins, Jr., 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 Roanoke Arts Commission to fill the unexpired
term of office of Ariel Lev ending June 30, 2020, according to the best of my ability. (So
help me God.)
JOHN HITCHINS,I JR.
The foregoing oath of office was taken, sworn to, and subscribed before me by
John Hitchins, Jr. this _ZL day of ir7c v 2019.
Brenda a. Hamilton, Clerk of the Circuit Court
Clerk
STEPHANIE M. MOON REYNOLDS, MMC
Cite 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: clerkC'roanokeva.gov
September 17, 2019
Tina Carr, Acting Secretary
Board of Zoning Appeals
Roanoke, Virginia
Dear Ms. Carr:
CECELIA F. MCCOY, CMC
Depute City Clerk
CECELIA T. WEBB, CMC
Assistant Depute City Clerk
This is to advise you that Walton Rutherfoord has qualified as a member of the Board of
Zoning Appeals for a three -year term of office ending December 31, 2022.
Sincerely,
k� - Y�,. 4
Stephanie M. Moon Reynolds, MC
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Walton Rutherfoord, 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 Board of Zoning Appeals for a three -year term
of office ending December 31, 2022, according to the best of my ability. (So help me
MI
� Me
• - - •• -�
The foregoing oath of office wLLas taken, sworn to, and subscribed before me by
Walton Rutherfoord this � day ofo��k_r-2 01 9.
Brenda S. Hamilton, Clerk of the Circuit Court
-° , Clerk
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 @roanokeva.gov
September 16, 2019
The Honorable Mayor and Members
of Roanoke City Council
Roanoke, Virginia
Dear Mayor Lea and Members of Council:
Council Members
William D. Bestpitch
Joseph L. Cobb
Michelle L. Davis
Djuna L. Osborne
Anita J. Price
Patricia White -Boyd
We jointly sponsor a request of Cheryl Cobbs, Feeding America Southwest
Virginia to present an update on the Community Solutions Center activities, at
the regular meeting of City Council to be held on Monday, September 16, 2019,
at 2:00 p.m.
Sincerely,
Joseph L. Cobb
Vice -Mayor
's •
Anita J. Price
Council Member
JLC /AJP:ctw
6.Q,
FEEDING AMERICA SOUTHWEST VIRGINIA 1 1
Whatis the Community Solutions
General CSC Function Areas:
- Culinary Job Training Program
- Children's meal production
- Roanoke Police Community Outreach
- Citizen engagement efforts
- Community Health Initiative (future)
A collaborative project — partners
include:
- Goodwill Industries of the Valleys
- Roanoke Police
- Food Lion Feeds
Roanoke City leaders
Northwest Roanoke community members
FEEDING AMERICA SOUTHWEST VIRGINIA 1 21
But it all started 35 years ago
with Lowell's Restaurant...
r
FEEDING AMERICA SOUTHWEST VIRGINIA 1 5 1
FEEDING AMERICA SOUTHWEST VIRGINIA 16 1
FEEDING AMERICA SOUTHWEST VIRGINIA 1 7 1
FEEDING AMERICA SOUTHWEST VIRGINIA 19 1
�.A
r
J
Children's meals
provided, since May 2018
Employment
Opportunities
24
Students have graduated
the program
500 -650
Average fresh meals
produced per day
IWh 1 cation
ses for
d Se niors
CSC Council
provides
CUMAMS
Stude
heir o
Partnership with Carilion;
to provide Cooking
Classes once per month
Agi
4
FEEDING AMERICA SOUTHWEST VIRGINIA 113 1
v � �
�
, . .
Li
IF" r {
\ �\
�
�} 2
FEEDING AMERICA SOUTHWEST VIRGINIA 1151
��elltaom
Cheryl Cobbs
Director
540.556.8891
ccobbs @faswva.org
s
ms's
AMERICA
Southwest Virginia
FEEDING AMERICA SOUTHWEST VIRGINIA 1 16 /
t CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Presentation Regarding the Goodwill Youth Summer
Employment Program
I would like to sponsor a presentation
Developmenit Department, and N� ole
Development Specialist in our Economic
Ross, Program Manager for Goodwill Industries of the Valleys, to provide an
overview of the 2019 Youth Summer Employment Program.
Robert S. ell, fir.
City Manager
Distribution: Council Appointed Officers
Goodwill
Industries of the Valleys F
Summer Youth
Work Program
SEPTEMBER 16, 2019
Youth Services Initiative
• Middle and high school
students
• Annual summits and
mini - summits hosted by
Youth Services Citizen
Board (YSCB)
• YSCB receive feedback
from youth
nx n Feedback showed a need
for summer jobs
Summer Youth Work Program
(SYWP) Structure
• Administered by Goodwill
Industries of the Valleys,
Inc.
• Incorporated Workforce
Development Board
• Participants 14 to 21 years
of age
• Reside in Roanoke
• Two programs:
• Job training and job
placement
Career Camp
71
SYWP Schedule
April: Approximately 250 information packets distributed
at Patrick Henry and William Fleming High Schools, Forest
Park Academy, and the YHQ@Goodwill
May: Job readiness training held
• May 18: Mobile DMV at the YHQ @Goodwill
• June 10 -July 20: Youth working at job sites
Serve up to 75 youth ages 16 -21
June 17 -21: Career Camp
Serve up to 25 youth ages 14 and 15
Youth Served
• Completed job readiness training: 68*
• Completed work experience: 52
• Did not complete work experience: 3
• Refused placement at appointed sites: 6
• Did not pass drug testing: 7
Worked at sites beyond program's end: 9
*Some youth secured employment at sites not
participating in program after receiving job readiness
training.
Youth Served
Work Sites:
• Manufacturing
• Reta i I
• Grocery
• Youth engagement
• Food service
Summer Career Camp
• Fourteen youth completed
• Breakfast provided by FASWVA
• Completed career assessments and Skills 2 Succeed Academy
• Speakers:
• NuFocus Media
• Advancement Foundation
• Fashionista Roanoke
Field Trips:
Advancement Foundation/The HIVE
Noah-Christian Academy
Feedback
• Reward for completing
Summer Career Camp
• Assist 14 and 15 year old
students in securing summer
employment
Add internship component to
program
Youth Summer Work
Program /Summer Career Camp
Youth Perspective /Zion Jones
Questions?
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41546- 091619.
A RESOLUTION authorizing the acceptance of the Child Abuse and Neglect Prevention Program
Grant to the City of Roanoke ( "City ") by the Virginia Department of Social Services ( "VDSS ") in the
amount of $50,000; and authorizing the City Manager to execute any documentation required to accept
such grant on behalf of the City.
BE IT RESOLVED by the Council of the City of Roanoke that:
The City hereby accepts the Child Abuse and Neglect Prevention Grant (Grant) in the
amount of $50,000, by the VDSS, with a local in -kind match in the amount of $9,516 to be provided by
the City and a cash match in the amount of $2,984 to be provided by the City, in connection with the
Parenting Little Ones Program, such Grant to be used for the purpose of providing parenting classes with
an in -home component to parents of children 0 -5 years old identified by the City of Roanoke Department
of Social Services, and Blue Ridge Behavioral Health and Intercept Youth Services as at risk of abusing
and neglecting their children, and for the payment of certain other costs and expenses, all as more
particularly set forth in the City Council Agenda Report dated September 16, 2019.
2. The City Manager is hereby authorized to execute and file, on behalf of the City, the
Grant agreement with the VDSS and all necessary documents required to accept the Grant. All
documents shall be upon form approved by the City Attorney.
3. The City Manager is further directed to furnish such additional information as may be
required in connection with City's acceptance of this Grant.
ATTEST:
City Clerk
R -Child Abuse & Neglect Prevention Program grant.(9.16.19)
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41547 - 091619.
AN ORDINANCE to appropriate funding from the Virginia Department of Social
Services for the Child Abuse and Neglect Prevention Program Grant, amending and
reordaining certain sections of the 2019 -2020 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 2019 -2020 Grant Fund Appropriations be, and the same are hereby,
amended and reordained to read and provide as follows:
Appropriations
35- 630 - 5228 -2066 $ 49,968
Program Activities
Business Meals and Travel 35- 630 - 5228 -2144 32
Revenues
Child Abuse Prevention FY20 - Federal PT 35- 630 - 5228 -5225 23,508
Child Abuse Prevention FY20 - State 35- 630 - 5228 -5226 23,508
Child Abuse Prevention FY20 - Local 35- 630 -5228 -5230 2,984
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. l�-�1
CITY COUNCIL AGENDA REPORT
f,,,tl 4�In
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Child Abuse and Prevention Program Grant
Background:
Beginning in January 2014, el Bvir Department � Services
(DSS) partnered with Blue the
Behavioral Health (BRBH)and Intercept Youth
Services to develop a parent program for parents at risk of abusing and /or
neglecting their children. This parenting initiative includes a classroom and in-
home practice component and is focused primarily on parents with children
ages 5 to 12 years old.
The City of Roanoke's DSS has been awarded a Child Abuse and Neglect
Prevention Program grant for a fifth year. This grant will provide parenting
classes with an in -home component to 45+ parents of children 0 -5 years old
identified by DSS as at risk of abusing and neglecting their children. The
program is entitled "Parenting Little Ones." The award is for $50,000 and will be
used to pay for the classroom and in -home components, translators for Latino
parents, bus passes to assist families with transportation to the class, and child
care while the parents attend the class.
This award requires a 25% match of local funds. The total match is $12,500;
$9,516 is in -kind and the remaining $2,984 is a cash match which can be
provided from the Grant Matching account.
Recommended Action:
Accept the Child Abuse and Neglect Prevention Program grant and authorize
the City Manager to execute the grant agreement and any necessary documents
required to accept the grant, to be approved as to form by the City Attorney.
Adopt the accompanying budget ordinance to establish a revenue estimate in
the Grant Fund for $50,000, transfer $2,984 cash match from the grant match
account and appropriate funding in the same amount into accounts to be
established by the Director of Finance in the Grant Fund.
------ ------- --------------
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community
Development
Amelia C. Merchant, Director of Finance
Steven W. Martin, Director of Human /Social Services
#CM 19-00159
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41548 - 091619.
A RESOLUTION accepting the 2020 Virginia Department of Motor Vehicles Highway
Safety Grant to the City from the Commonwealth of Virginia's Department of Motor Vehicles,
and authorizing execution of any required documentation on behalf of the City.
BE IT RESOLVED by the Council of the City of Roanoke as follows:
I. The City of Roanoke does hereby accept from the Commonwealth of Virginia's
Department of Motor Vehicles, the Virginia Department of Motor Vehicles Highway Safety
Grant in the amount of $200,000, to implement a city -wide pedestrian safety media and
education campaign designed to increase awareness of pedestrian safety and improve behavior of
both drivers and pedestrians in the crosswalks. The grant, which requires a 25% match of
$50,000, by the City, is more particularly described in the City Council Agenda Report dated
September 16, 2019.
2. The City Manager is hereby authorized to execute and file, on behalf of the City,
any documents setting forth the conditions of the grant in a form approved by the City Attorney.
3. The City Manager is further directed to furnish such additional information as
may be required by the Virginia Department of Motor Vehicles, in connection with the
application and acceptance of the foregoing grant.
ATTEST:
-U4 'A
0� hllz/
City Cterri
Virginia DMV Highway Safety Grant 9.16.19.doc
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41549 - 091619.
AN ORDINANCE to appropriate funding from the Virginia Department of Transportation
for Pedestrian Safety Campaign, amending and reordaining certain sections of the 2019-
2020 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 2019 -2020 Grant Fund Appropriations be, and the same are hereby,
amended and reordained to read and provide as follows:
Appropriations
Fees For Professional Services 35- 530 - 3923 -2010 $ 200,000
Revenues
DMV — FY20 PSAC 35- 530 - 3923 -3923 200,000
Pursuant to the provisions of Section 12 of the City Charter, the second reading
of this ordinance by title is hereby dispensed with.
ATTEST:
WAV.- �- T�)' Y�j 0M
City Clerk.
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: FY 2020 Department of Motor Vehicles (DMV) Highway Safety
Grant - City of Roanoke Pedestrian Safety Campaign
Background:
The Virginia DMV is the administering agency for pass- through funds provided
by the National Highway Traffic Safety Administration. The Virginia DMV offers
these funds to successful applicants for activities, which improve highway
safety in Virginia. Transportation Division staff applied for this grant to fund a
Pedestrian Safety Education Campaign.
The City of Roanoke has been awarded $200,000 in funding to implement a
city -wide pedestrian safety media and education campaign designed to increase
awareness of pedestrian safety and improve behavior of both drivers and
pedestrians in the crosswalks. This funding will allow the Roanoke
Transportation Division to hire a consultant to develop the campaign planning
and strategy, coordinate material production and direct media buys. There is a
required 25% match of $50,000 associated with this award that will be satisfied
through the DMV's Paid Media one -to -one match requirement, where media
outlets supply a comparable free spot in exchange for every paid spot.
Additionally staff time used managing this grant can count toward the grant
match.
Recommended Action:
Accept the 2020 DMV Highway Safety (Education: City of Roanoke Pedestrian
Safety Campaign) Grant described above and authorize the City Manager to
execute the grant agreement and any related documents; all such documents to
be approved as to form by the City Attorney.
Adopt the accompanying budget ordinance to establish a revenue estimate in
the amount of $200,000 in grant revenue and appropriate funding in the same
amount into accounts to be established by the Director of Finance in the Grant
Fund.
R rt S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Amelia C. Merchant, Director of Finance
Bob Bengtson, Director of Public Works
2
r
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41550 - 091619.
A RESOLUTION accepting the Virginia Department of Transportation's (VDOT) award
to the City in the total amount of $385,460 for additional Highway Safety Improvement _Program
funds for FY20 for two separate projects; and authorizing the City Manager to take certain
actions in connection with such projects.
WHEREAS, the Council of the City of Roanoke adopted Resolution No. 40694 - 110716,
adopted on November 7, 2016, in which Council approved the application for VDOT Highway
Safety Improvement Program funds in the amount of $173,000 to install both Flashing Yellow
Arrows and Rectangular Rapid Flashing Beacons for FYI 8-23; and
WHEREAS, VDOT has identified additional funding in the Highway Safety
Improvement Program and the City has identified additional locations for installations of the
traffic control devices for funds to be provided by VDOT for the projects referred to in the City
Council Agenda Report dated September 16, 2019, and no local match will be required by the
City.
THEREFORE, BE IT RESOLVED BY THE Council of the City of Roanoke as follows:
1. The City Council hereby accepts the VDOT award for the Highway Safety
Improvement Program for FY20, in the amount of $277,460 for the Flashing Yellow Arrows
project and $108,000 for the Rectangular Rapid Flashing Beacons project, with no required local
match from the City for the projects, which projects are aimed at reducing fatal and serious
injury crashes on roadway segments and at intersections, all as more fully set forth in the City
Council Agenda Report dated September 16, 2019.
R- Authorize request for VDOT Highway Safety Improvement Program FY20 (9.16.19)
2. The City Manager is further authorized to take such further actions and execute such
further documents, approved as to form by the City Attorney, as may be necessary and to furnish
such additional information as may be required to accept such funds.
ATTEST: +6-
rn
M V
City Clerk
R- Authorize request for VDOT Highway Safety Improvement Program FY20 (9.16.19)
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41551 - 091619.
AN ORDINANCE to appropriate funding from the Virginia Department of
Transportation for traffic signal improvement projects, amending and reordaining certain
sections of the 2019 -2020 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 2019 -2020 Capital Projects Fund Appropriations be, and the same are
hereby, amended and reordained to read and provide as follows:
Appropriations
Appropriated from Fed Grant Funds
Appropriated from Fed Grant Funds
Revenues
HSIP Flashing Yellow Arrows
HSIP Flashing Beacons
08- 530 - 9265 -9002
08- 530 - 9267 -9002
08- 530 - 9265 -9265
08- 530 - 9267 -9267
$ 277,460
108,000
277,460
108,000
Pursuant to the provisions of Section 12 of the City Charter, the second reading
of this ordinance by title is hereby dispensed with.
ATTEST:
City Cler .
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Acceptance of FY 2020 Virginia Department of
Transportation (VDOT) Highway Safety Improvement Program
Funds
Background:
The Federal Highway Safety Improvement Program (HSIP) is a federally funded
program aimed at reducing fatal and serious injury crashes on roadway
segments and at intersections. The program is funded with 90% Federal funding
and 10% State funding. No local fund match is required.
In November 2016, through Resolution No. 40694-110716, the City applied for
funding in the FYI 8-23 Six -Year Improvement Program to install both Flashing
Yellow Arrows (FYAs) and Rectangular Rapid Flashing Beacons (RRFBs.) VDOT
awarded that funding and the funds were projected to be allocated in the out
years of that six year program. In early 2017, VDOT identified additional
funding in the HSIP program and asked the City to identify additional locations
for installation of these traffic control devices. VDOT awarded additional funds
and has programmed the funding for three fiscal years from FY 2020 through
FY 2022.
Considerations:
VDOT has awarded the City $277,460 for the installation of Flashing Yellow
Arrows at a number of signalized intersections throughout the City. Candidate
locations for installations include the following:
• Franklin Road and 3rd St. SW
• Franklin Road and 2 ^d St. SW
• Church Ave. and Williamson Road
• Rutgers St. and Towne Square Blvd.
• Hollins Road and Liberty Road
• Franklin Road and Duke of Gloucester
• Gainsboro Road and Wells Ave.
• Plantation Road and Preston Ave.
Aviation Drive and Towne Square Blvd.
VDOT has also awarded the City $108,000 for the installation of Rectangular
Rapid Flashing Beacons at a number of locations around the City. Candidate
locations include the following:
• Salem Turnpike at Horton Park
Salem Turnpike and Westwood Blvd.
McClanahan St. and Crystal Spring Ave.
911 St SE and Montrose Ave.
Williamson Rd and Bullitt Ave.
Grandin Road and Avenel Ave.
Campbell Ave. at the Police Station
Dale Ave and 2151 St.
Salem and 161h St SW
Recommended Action:
Accept the award of Highway Safety Improvement Program funding in the
amounts of $277,460 for FYAs and $108,000 for RRFBs.
Authorize the City Manager to execute the VDOT Standard Project
Administration Agreement and Appendices for the HSIP projects similar to
those attached, such agreements shall be in a form approved by the City
Attorney.
Authorize the City Manager to take such actions and execute such additional
documents as may be necessary to obtain, accept, implement, administer and
use such funds.
Adopt the accompanying budget ordinance to establish revenue estimates in
the amounts of $277,460 and $108,000 and appropriate the same into two
new capital accounts to be established by the Director of Finance in the Capital
Pro' u
-- -. -- ell, Jr.
City ager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Amelia C. Merchant, Director of Finance
Robert K. Bengtson, P.E., Director of Public Works
Appendix A
Project Number: 9999 - 128 -412 UPC: 111135
ng Yellow Arrow - vanuus iucduui w -
�ctions in the City of Roanoke.
ager Contact info: H
Coordinator Contact Info:
Date: 7/3/2019
# 20.205 Localit r City of Roanoke
Locality Address (Intl ZIP +4):
215 Church Ave. SW
Rnnnnke. VA 24011 -0016
Preliminary Engineering Right of Way and Utilities Construction Total Estimated Cost
ct E nses $67,500 $0 $202,460 $269,960
t E enses $2,500 $0 $5,000 $7,500
Costs $70,000 $0 $207,460 $277,460
Total CN $207,460
;ost $277,460
Total
Estimated Total
m Reimbursement by VDOT to Locality (Less Local
rsement by VDOT to Locality (Less Local Share and
$p 1 $207,460
a 1 $277,460
Aggregate
Allocations
HSIP
$277,460
$277,460
• This Project Mal administered in accordance with VDOT's Locally Administered Projects Manual and Urban Manual.
• In accordance with Chapter 12.1.3 (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 04/30/2020.
• This is a limited funds project. The LOCALITY shall be responsible for any additional funding in excess of $277,460
• Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program.
• All local funds included on this appendix have been formally committed by the local government's board or council resolution subject to appropriation.
• The LOCALITY will continue to operate and maintain the facility as constructed. Should the design features of the Project be altered by the LOCALITY subsequent to Project completion without
pproval of the DEPARTMENT, the LOCALITY inherently agrees, by execution of this agreement, to make restitution, either physically or monetarily, as required by the DEPARTMENT.
s attachment is cenmea ano mane an univai -- u „� ���� �• • -, •• •- .- - -- -- - --
Authorized Locality Official and Date
Typed or printed name of person signing
Revised: February 1, 2019
Authorized VDOT Official and Date
Jay Guy Program Manager
Typed or printed name of person signing
Maximum Reimbursement Reimbursement to
Funds type
Local % Participation for
Local Share Amount
(Estimated Cost - Local Locality
Phase
Estimated Project Costs
(Choose from drop down box)
Funds Type
Share) (Max. Reimbursement -
Est. VDOT Expenses)
unary Engineering
$70,000
HSIP
0%
$0
$0
$70,000
$70,000 $67,500
Total PE
$70,000
of Way & Utilities
$0
Total RW
$0
$207,460
_._..__
VM7 aan
HSIP
0%
Total CN $207,460
;ost $277,460
Total
Estimated Total
m Reimbursement by VDOT to Locality (Less Local
rsement by VDOT to Locality (Less Local Share and
$p 1 $207,460
a 1 $277,460
Aggregate
Allocations
HSIP
$277,460
$277,460
• This Project Mal administered in accordance with VDOT's Locally Administered Projects Manual and Urban Manual.
• In accordance with Chapter 12.1.3 (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 04/30/2020.
• This is a limited funds project. The LOCALITY shall be responsible for any additional funding in excess of $277,460
• Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program.
• All local funds included on this appendix have been formally committed by the local government's board or council resolution subject to appropriation.
• The LOCALITY will continue to operate and maintain the facility as constructed. Should the design features of the Project be altered by the LOCALITY subsequent to Project completion without
pproval of the DEPARTMENT, the LOCALITY inherently agrees, by execution of this agreement, to make restitution, either physically or monetarily, as required by the DEPARTMENT.
s attachment is cenmea ano mane an univai -- u „� ���� �• • -, •• •- .- - -- -- - --
Authorized Locality Official and Date
Typed or printed name of person signing
Revised: February 1, 2019
Authorized VDOT Official and Date
Jay Guy Program Manager
Typed or printed name of person signing
STANDARD PROJECT ADMINISTRATION AGREEMENT
Federal -aid Projects
Project Number UPC Local Government
9999 - 128 -412 111135 City of Roanoke
9999 - 128 -413 111137
THIS AGREEMENT, made and executed in triplicate this day of
, 20_, by and between the City of Roanoke, Virginia, hereinafter
referred to as the LOCALITY and the Commonwealth of Virginia, Department of
Transportation, hereinafter referred to as the DEPARTMENT.
WHEREAS, the LOCALITY has expressed its desire to administer the work
described in Appendix A, and such work for each improvement shown is hereinafter
referred to as the Project; and
WHEREAS, the funds shown in Appendix A have been allocated to finance each
Project; and
WHEREAS, the LOCALITY is committed to the development and delivery of
each Project described in Appendix A in an expeditious manner; and;
WHEREAS, both parties have concurred in the LOCALITY's administration of
the phase(s) of work for the respective Project(s) listed in Appendix A in accordance with
applicable federal, state, and local law and regulations.
NOW THEREFORE, in consideration of the mutual premises contained herein,
the parties hereto agree as follows:
The LOCALITY shall:
a. Be responsible for all activities necessary to complete the noted phase(s) of each
Project shown in Appendix A, except for activities, decisions, and approvals
which are the responsibility of the DEPARTMENT, as required by federal or
state laws and regulations or as otherwise agreed to, in writing, between the
parties. Each Project will be designed and constructed to meet or exceed current
American Association of State Highway and Transportation Officials standards
or supplementary standards approved by the DEPARTMENT
b. Meet all funding obligation and expenditure timeline requirements in
accordance with all applicable federal and state laws and regulations, and
Commonwealth Transportation Board and DEPARTMENT policies and as
identified in Appendix A to this Agreement. Noncompliance with this
requirement can result in deallocation of the funding, rescinding of state
funding match, termination of this Agreement, or DEPARTMENT denial of
future requests to administer projects by the LOCALITY.
UPC 111135 Project # 9999 -128 -412
UPC 111137 Project # 9999 - 128 -413
Locality: City of Roanoke
c. Receive prior written authorization from the DEPARTMENT to proceed with
preliminary engineering, right -of -way acquisition and utility relocation, and
construction phases of each Project.
d. Administer the project(s) in accordance with guidelines applicable to Locally
Administered Projects as published by the DEPARTMENT.
e. Maintain accurate and complete records of each Project's development and
documentation of all expenditures and make such information available for
inspection or auditing by the DEPARTMENT. Records and documentation for
items for which reimbursement will be requested shall be maintained for no less
than three (3) years following acceptance of the final voucher on each Project.
f. No more frequently than monthly, submit invoices with supporting
documentation to the DEPARTMENT in the form prescribed by the
DEPARTMENT. The supporting documentation shall include copies of related
vendor invoices paid by the LOCALITY and an up -to -date project summary
and schedule tracking payment requests and adjustments. A request for
reimbursement shall be made within 90 days after any eligible project expenses
are incurred by the LOCALITY. For federally funded projects and pursuant to
2 CFR 200.338, Remedies for Noncompliance, violations of the provision may
result in the imposition of sanctions including but not limited to possible denial
or delay of payment of all or a part of the costs associated with the activity or
action not in compliance.
g. Reimburse the DEPARTMENT all Project expenses incurred by the
DEPARTMENT if, due to action or inaction solely by the LOCALITY,
federally funded Project expenditures incurred are not reimbursed by the
Federal Highway Administration (FHWA), or reimbursements are required to
be returned to the FHWA, or in the event the reimbursement provisions of
Section 33.2 -214 or Section 33.2 -331 of the Code of Virginia, 1950, as
amended, or other applicable provisions of federal, state, or local law or
regulations require such reimbursement.
h. On Projects that the LOCALITY is providing the required match to state or
federal funds, pay the DEPARTMENT the LOCALITY's match for eligible
Project expenses incurred by the DEPARTMENT in the performance of
activities set forth in paragraph 2.a.
i. Administer the Project in accordance with all applicable federal, state, or local
laws and regulations. Failure to fulfill legal obligations associated with the
project may result in forfeiture of federal or state -aid reimbursements
j. Provide certification by a LOCALITY official that all LOCALITY
administered Project activities have been performed in accordance with all
federal, state, and local laws and regulations. If the LOCALITY expends over
OAG Approved 6/18/2012; Revised 2/5/2015 2
UPC 111135 Project # 9999 - 128 -412
UPC 111137 Project # 9999 - 128 -413
Locality: City of Roanoke
$750,000 annually in federal funding, such certification shall include a copy of
the LOCALITY's single program audit in accordance with 2 CFR 200.501,
Audit Requirements.
k. If legal services other than that provided by staff counsel are required in
connection with condemnation proceedings associated with the acquisition of
Right -of -Way, the LOCALITY will consult the DEPARTMENT to obtain an
attorney from the list of outside counsel approved by the Office of the Attorney
General. Costs associated with outside counsel services shall be reimbursable
expenses of the project.
1. For Projects on facilities not maintained by the DEPARTMENT, provide, or
have others provide, maintenance of the Project upon completion, unless
otherwise agreed to by the DEPARTMENT.
m. Ensure compliance with the provisions of Title VI of the Civil Rights Act of
1964, regulations of the United States Department of Transportation (USDOT),
Presidential Executive Orders and the Code of Virginia relative to
nondiscrimination; and as a sub - recipient of federal funds, adopt and operate
under the DEPARTMENT's FHWA- approved Disadvantaged Business
Enterprise (DBE) Program Plan in accordance with 49 CFR Part 26.
2. The DEPARTMENT shall:
a. Perform any actions and provide any decisions and approvals which are the
responsibility of the DEPARTMENT, as required by federal and state laws and
regulations or as otherwise agreed to, in writing, between the parties and
provide necessary coordination with the FHWA as determined to be necessary
by the DEPARTMENT.
b. Upon receipt of the LOCALITY's invoices pursuant to paragraph l.£,
reimburse the LOCALITY the cost of eligible Project expenses, as described in
Appendix A. Such reimbursements shall be payable by the DEPARTMENT
within 30 days of an acceptable submission by the LOCALITY.
c. If appropriate, submit invoices to the LOCALITY for the LOCALITY's share
of eligible project expenses incurred by the DEPARTMENT in the performance
of activities pursuant to paragraph 2.a.
d. Audit the LOCALITY's Project records and documentation as may be required
to verify LOCALITY compliance with federal and state laws and regulations.
e. Make available to the LOCALITY guidelines to assist the parties in carrying
out responsibilities under this Agreement.
OAG Approved 6/18/2012; Revised 2/5/2015 3
UPC 111135 Project # 9999 -128 -412
UPC 111137 Project # 9999 - 128 -413
Locality: City of Roanoke
3. Appendix A identifies the funding sources for the project, phases of work to be
administered by the LOCALITY, and additional project- specific requirements
agreed to by the parties. There may be additional elements that, once identified,
shall be addressed by the parties hereto in writing, which may require an
amendment to this Agreement.
4. If designated by the DEPARTMENT, the LOCALITY is authorized to act as the
DEPARTMENT's agent for the purpose of conducting survey work pursuant to
Section 33.2 -1011 of the Code of Virginia, 1950, as amended.
i. Nothing in this Agreement shall obligate the parties hereto to expend or provide
any funds in excess of funds agreed upon in this Agreement or as shall have been
included in an annual or other lawful appropriation. In the event the cost of a
Project is anticipated to exceed the allocation shown for such respective Project on
Appendix A, both parties agree to cooperate in providing additional funding for the
Project or to terminate the Project before its costs exceed the allocated amount,
however the DEPARTMENT and the LOCALITY shall not be obligated to provide
additional funds beyond those appropriated pursuant to an annual or other lawful
appropriation.
6. Nothing in this Agreement shall be construed as a waiver of the LOCALITY's or
the Commonwealth of Virginia's sovereign immunity.
7. The Parties mutually agree and acknowledge, in entering this Agreement, that the
individuals acting on behalf of the Parties are acting within the scope of their
official authority and the Parties agree that neither Party will bring a suit or assert
a claim against any official, officer, or employee of either party, in their
individual or personal capacity for a breach or violation of the terms of this
Agreement or to otherwise enforce the terms and conditions of this
Agreement. The foregoing notwithstanding, nothing in this subparagraph shall
prevent the enforcement of the terms and conditions of this Agreement by or
against either Party in a competent court of law.
8. The Parties mutually agree that no provision of this Agreement shall create in the
public, or in any person or entity other than the Parties, rights as a third party
beneficiary hereunder, or authorize any person or entity, not a party hereto, to
maintain any action for, without limitation, personal injury, property damage,
breach of contract, or return of money, or property, deposit(s), cancellation or
forfeiture of bonds, financial instruments, pursuant to the terms of this Agreement
or otherwise. Notwithstanding any other provision of this Agreement to the
contrary, unless otherwise provided, the Parties agree that the LOCALITY or the
DEPARTMENT shall not be bound by any agreements between either party and
other persons or entities concerning any matter which is the subject of this
Agreement, unless and until the LOCALITY or the DEPARTMENT has, in
writing, received a true copy of such agreement(s) and has affirmatively agreed,
in writing, to be bound by such Agreement.
OAG Approved 6/1812012; Revised 2/5/2015 4
UPC 111135 Project # 9999 - 128 -412
UPC 111137 Project # 9999 -128 -413
Locality: City of Roanoke
9. This Agreement may be terminated by either party upon 30 days advance written
notice. Eligible Project expenses incurred through the date of termination shall be
reimbursed in accordance with paragraphs Lf, I.g., and 2.b, subject to the
limitations established in this Agreement and Appendix A. Upon termination, the
DEPARTMENT shall retain ownership of plans, specifications, and right of way,
unless all state and federal funds provided for the Project have been reimbursed to
the DEPARTMENT by the LOCALITY, in which case the LOCALITY will have
ownership of the plans, specifications, and right of way, unless otherwise mutually
agreed upon in writing.
10. Prior to any action pursuant to paragraphs Lb or l.g of this Agreement, the
DEPARTMENT shall provide notice to the LOCALITY with a specific description
of the breach of agreement provisions. Upon receipt of a notice of breach, the
LOCALITY will be provided the opportunity to cure such breach or to provide a
plan to cure to the satisfaction to the DEPARTMENT. If, within sixty (60) days
after receipt of the written notice of breach, the LOCALITY has neither cured the
breach, nor is diligently pursuing a cure of the breach to the satisfaction of the
DEPARTMENT, then upon receipt by the LOCALITY of a written notice from the
DEPARTMENT stating that the breach has neither been cured, nor is the
LOCALITY diligently pursuing a cure, the DEPARTMENT may exercise any
remedies it may have under this Agreement.
THE LOCALITY and DEPARTMENT acknowledge and agree that this
Agreement has been prepared jointly by the parties and shall be construed simply and in
accordance with its fair meaning and not strictly for or against any party.
THIS AGREEMENT, when properly executed, shall be binding upon both parties,
their successors, and assigns.
THIS AGREEMENT may be modified in writing by mutual agreement of both
parties.
OAG Approved 6/18/2012; Revised 2/5/2015
UPC 111135 Project # 9999 -128 -412
UPC 111137 Project # 9999 - 128 -413
Locality: City of Roanoke
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed as of the day, month, and year first herein written.
CITY OF ROANOKE, VIRGINIA:
Typed or printed name of signatory
Date
Title
Signature of Witness
Date
NOTE: The official signing for the LOCALITY must attach a certified copy of his or her
authority to execute this Agreement.
COMMONWEALTH OF VIRGINIA, DEPARTMENT OF
TRANSPORTATION:
Chief of Policy Date
Commonwealth of Virginia
Department of Transportation
Signature of Witness
Attachments
Appendix A (UPC 111135)
Appendix A (UPC 111137)
OAG Approved 6/18/2012; Revised 2/5/2015 6
Date
Date: 7/3/2019
This attachment is certified and made an official attachment to this document by the parties to this agreement.
Authorized Locality Official and Date
Typed or printed name of person signing
Revised: February 1, 2019
Authorized VDOT Official and Date
Jay Guy Program Manager
Typed or printed name of person signing
C
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41552- 091619.
A RESOLUTION authorizing the acceptance of a Certified Local Government grant
from the Department of Historic Resources, and authorizing the execution of necessary
documents, upon certain terms and conditions.
BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. The City of Roanoke hereby accepts the Certified Local Government in the
amount of $7,500, with a $7,500 local match from the City, for survey and nomination of the
existing Southwest Historic District for inclusion on the Virginia Landmarks Register and the
National Register of Historic Places, all of which is more particularly described in the City
Council Agenda Report dated September 16, 2019.
2. The City Manager and the City Clerk are hereby authorized to execute, seal, and
attest, respectively, for and on behalf of the City, any and all requisite documents pertaining to
the City's acceptance of the grant, such documents to be approved as to form by the City
Attorney, and to furnish such additional information as may be required by the Virginia
Department of Historic Resources in connection with the grant.
3. The City Manager is further authorized to take any further actions, and to execute
any additional documents, approved as to form by the City Attorney, needed to implement and
administer the Certified Local Government grant.
R -DHR grant 9.16.19.doc
ATTEST:
4-41V�4 tn. Y�n �raV�
City Clerk.
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41553 - 091619.
AN ORDINANCE to appropriate funding from the Commonwealth of Virginia
Department of Historic Resources (DHR) for the Southwest Historic District Survey,
amending and reordaining certain sections of the 2019 -2020 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 2019 -2020 Grant Fund Appropriations be, and the same are hereby,
amended and reordained to read and provide as follows:
Appropriations
Historic Sites /Structures Survey
Revenues
Southwest Historic District Survey -
State
Southwest Historic District Survey -
Local
35- 610 - 8188 -5544 $ 15,000
35- 610 - 8188 -8188 7,500
35- 610 - 8188 -8189 7,500
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.
�y
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Acceptance of a Grant for the Southwest Historic District Survey
and Expansion and Appropriation of Matching Funds
The Virginia Department of Historic Resources (VHDR) awarded to the City a
$7,500 grant to complete a reconnaissance level survey of properties located
on the periphery of the existing Southwest Historic District and to prepare a
nomination of the expansion of the existing Southwest Historic District for
inclusion on the Virginia Landmarks Register and the National Register Historic
Places. The grant requires a $7,500 match from the City of Roanoke. See
Agreement attached as Exhibit A.
Background:
in the early 1980s, a survey of the properties within the central section of the
City of Roanoke was conducted in pursuit of creating a National Historic
District. As a result, in 1985, the southwest area was listed on the Virginia
Landmarks Register and the National Register of Historic Places.
The existing Southwest Historic District will soon be 35 years old. The project
will update the 1985 nomination to assess approximately 100 properties
located on the fringes of the existing district. Historic district designation
would facilitate preservation and rehabilitation of buildings that are
deteriorating or at -risk for demolition.
Attached Exhibit B illustrates the potential expansion areas are located to the
east, north, and west of the existing historic district. The areas have residential,
commercial, and light industrial uses.
The research and documentation associated with historic survey work is highly
specialized and will require the services of a consultant. The grant funds and
matching funds will be used for these professional consulting services.
Considerations:
Owners of properties in state and national register historic districts are eligible
to take advantage of federal and state tax credits for improvements made to
rehabilitate their properties. Listing is therefore an important tool for
revitalization. There are no identifiable disadvantages to being in a district
listed on the National Register and Virginia Landmarks Register.
Such designation does not implement local historic district regulations that
control the design of construction and modifications to structures.
Recommended Action:
Accept the $7,500 grant from the Virginia Department of Historic Resources
and appropriate City matching funds of $7,500 to enable the City to hire a
consultant to assist the Planning, Building, and Development Department staff
to complete a reconnaissance level survey of properties located on the
periphery of the existing Southwest Historic District and to prepare a
nomination of the expansion of the existing Southwest Historic District for
inclusion on the Virginia Landmarks Register and the National Register Historic
Places.
Adopt the accompanying budget ordinance to establish a revenue estimate in
the amount of $15,000 consisting of $7,500 in grant revenue and $7,500 in
matching funds to be transferred from the grant match account and
appropriate funding in the same amount into expenditure accounts to be
established in the Grant Fund by the Director of Finance.
----------------------------------
Robert S. Cowell, jr.
City Manager
Attachments
Distribution: Council Appointed Officers
Brian Townsend, Assistant City Manager
Amelia C. Merchant, Director of Finance
Chris Chittum, Director of Planning, Building, & Development
Ian Shaw, Planning Administrator
Wayne Leftwich, Senior City Planner
Parviz Moosavi, Historic Preservation Planner
K
(I EXHIBIT
A
Matt Strickler
Secretary of NaturalResources
July 24, 2019
'i
RECEIVED
AUG 14 2019
CITY OF ROANOKE
COMMONWEALTH of VIRGINUPLmNING BUILDING a DEVELOPMENT
Department of Historic Resources
2801 Kensington Avenue, Richmond, Virginia 23221
Parviz Moosavi
Historic Preservation Planner
City of Roanoke
215 Church Avenue S.W.
Roanoke, VA. 24011
RE: 2019 -2020 CLG Grant Agreement
Dear W. Moosavi:
Julie V. Langan
Director
Tel: (804) 367 -2323
Fax: (804) 367 -2391
www.dhr.virginiagov
I am pleased to enclose an agreement for your 2019 -2020 CLG Grant for $7,500 to conduct a
reconnaissance level survey of the Southwest Historic District and expansion of the district
boundary. Congratulations and we look forward to working with you on this project.
Please sign the agreement and return it to Aubrey Von Lindern, Nortbern Reeonal Preservation
Office, Department of Historic Resources, P.O. Box 519 in the next ten days. If you have any
questions, you are welcome to contact Aubrey at (540) 868 -7029.
Sincerely,
c4juiie-lv4fg�n
Director
Virginia Department of Historic Resources
Eastern Region Office Western Region Ounce Northern Region Office
2801 Kensington Avenue 962 Kime Larne 5357 Main Street
Richmond, VA 23221 Salem, VA 24153 PO Box 519
Tel: (804) 367 -2323 Tel: (540) 387 -5443 Stephens City, VA 22655
Fax: (804) 367 -2391 Fax: (540) 387 -5446 Tel: (540) 868 -7029
Fax: (540) SM -7033
DHRI Virginia Department of Historic Resources
CERTIFIED LOCAL GOVERNMENT SUBGRANT AGREEMENT
2019 -2020
PROJECT TITLE: Southwest Historic District Expansion(boundary increase)
PROJECT DESCRIPTION: The City of Roanoke proposes to complete a reconnaissance level survey of
approximately 100 properties located on the periphery of the existing Southwest Historic District and
expansion of the district boundary.
GRANT IDENTIFICATION: HPF- VACLG- ROAN -2019
FEDERAL FUNDING AGENCY: U.S. Department of Interior National Park Service (NPS)
GRANT: State Historic Preservation Fund (HPF) Grant to Virginia — Fiscal Year 2019
CFDA: #15.904, HISTORIC PRESERVATION FUND GRANTS -IN -AID
FEDERAL AWARD IDENTIFICATION NUMBER: P19AF00006
FEDERAL AWARD AUTHORIZATION DATE TO DEPT OF HISTORIC RESOURCES (DHR): 05/16/2019
OTHER IDENTIFYING NUMBER ASSIGNED BY DHR, THE PASS THROUGH ENTITY: 0000114687
SUBGRANTEE NAME AND DUNS# City of Roanoke, 006704316
RESEARCH & DEVELOPMENT: NO
AMOUNT OF FEDERAL FUNDS OBLIGATED BY THIS ACTION: $7,S00
TOTAL AMOUNT OF FEDERAL FUNDS OBLIGATED: $7,500
TOTAL AMOUNT OF AWARD INCLUDING MATCHING SHARE: $15,000
GRANT AMOUNT: $7,500 MATCHING SHARE: $7,500
GRANT SHARE: 50% MATCH SHARE: 5096
TOTAL PROJECT COST: $15,000
GRANT /MATCH RATIO: 50%/50%
SUBGRANT PERIOD: July 15, 2019* through August 31, 2020
* Actual Start Date is the Date of full execution of agreement
This agreement entered into the 241" day of July, 2019, by the Commonwealth of Virginia,
Department of Historic Resources (DHR), and the City of Roanoke, the Certified Local Government
(CLG), WITNESS that DHR and the CLG, in consideration of the mutual covenants, promises, and
agreements herein contained, agree that the grant awarded by DHR to the CLG shall be described
below:
DHR, Virginia Department of Historic Resources
The Subgrant Agreement Incorporates the Following Documents plus Restatements and /or
Clarifications of certain General and Special Provisions:
(1) This signed form;
(2) DHR Request for Applications — 2019 -2020 CLG Subgrant Program, dated March 01,
2019;
(3) Grant Application from the City of Roanoke dated May 14, 2019 detailing CLG Project
Description, signed Assurances, and approved Final Budget attached herein:
(4) Certified Local Government Grant Manual including the OMB Circulars and Federal
Regulations referenced therein. Full text of Codes of Federal Regulations can be found
at https: /Iwww.ecfr.gov and /or other websites. See 2CFR Part 200 Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. For additional reference, the National Park Service's Historic Preservation
Fund (HPF) Grants Manual can be found at http / /www.nps.gov /preservation- grants.
(5) Indirect Costs, whether applied directly or by indirect cost rate, will not be allowable
charges against the award unless specifically included as a line Item(s) in the approved
budget incorporated into this subgrant agreement. A proposed Indirect Cost Rate
(IDCR) must meet the requirements of 2CFR Part 200 including its Appendixes as
applicable. If the subgrantee has never had a Federally- Approved, Negotiated Indirect
Cost Rate Agreement it may request approval to charge a 10% de minimis rate as
defined in 2 CFR 200.414 paragraph (f). If chosen, this methodology once elected
must be used consistently for all Federal awards until the subgrantee chooses to
negotiate for an approved federally recognized indirect cost rate with the Federal
Government. A Federally Negotiated IDCR Agreement or De Minimis IDCR
Certification must be submitted to DHR if a rate is applied to this subgrant; otherwise,
indirect costs applied by a IDCR will be disallowed. If the subgrantee so chooses, it
may voluntarily waive federal indirect cost recovery to allow a greater share of the
HPF CLG Subaward funds to be used for direct program costs.
(6) Retention and Access Requirements for Records — All subgrantee financial and
programmatic records, supporting documents, and other grant - related records must
be retained for a period of three years from the date of submission of the final
expenditure report. Subgrantee will give NPS, the Inspector General, the Comptroller
General of the United States, DHR, or any of their authorized representatives, access
to and the right to examine any documents, papers, or other records of the
subgrantee which are pertinent to the Federal award; and will establish a proper
accounting system in accordance with generally accepted accounting standards or
agency directives. Retention and Access requirements are in accordance with 2CFR
Part 200.333 - 200.337 and the Historic Preservation Fund Grants Manual.
I D�Mj Virginia Department of Historic Resources
(7) Audit Requirements — Subgrantees that expend $750,000 or more during a year in
Federal awards shall have a single or program - specific audit conducted for that year
in accordance with the Single Audit Act Amendments of 1996 (31 U.S.C. 7501 -7507)
and 2CFR Part 200, Subpart F — Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards. Subgrantees that expend
less than $750,000 for a fiscal year in Federal awards are exempt from Federal audit
requirements for that year, but records must be available for review or audit by
appropriate officials of NPS, DHR and the General Accounting Office.
If applicable, the audit must be completed and then both the data collection form
and reporting package (described in 2CFR Part 200.512 paragraphs (b) and (c)
respectively) must be submitted to the Federal Audit Clearinghouse (FAC) within the
earlier of the thirty calendars days after receipt of the auditor's report or nine
months after the end of the audit period. See 2CFR 200.36 for FAC details.
(8) Any Negotiated modifications thereto, all of which are referenced below:
a. Any publications produced with grant funds must include the language
concerning NPS financial assistance and nondiscrimination as shown below:
This publication has been financed in part with Federal funds from the National Park
Service, U.S. Department of the Interior. However, the contents and opinions do not
necessarily reflect the view or policies of the U.S. Department of the Interior. This
program receives Federal financial assistance for identification and protection of
historic properties. Under Title VI of the Civil Rights Act of 1964, Section 504 of the
Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, as amended, the
U.S. Department of the Interior prohibits discrimination on the basis of race, color,
national origin, disability or age in its federally assisted programs. If you believe you
have been discriminated against in any program, activity or facility as described
above, or if you desire further information, please write to: Office of Equal
Opportunity, National Park Service, 1849 C Street, NW, Washington, D.C. 20240.
(9) Quarterly Progress Reports are a requirement of the subgrant as they aid DHR in
the monitoring of project process or delays. Quarterly Progress Reports, using
Attachment S as a guide, must be submitted on or before:
❖ 10/15/2019 for Reporting Period 07/15/2019 thru 09/30/2019
❖ 01/15/2020 for Reporting Period 10/01/2019 thru 12/31/2019
•3 04/15/2020 for Reporting Period 01/01/2020 thru 03/31/2020
❖ 07/15/2020 for Reporting Period 04 /01/2020 thru 06/30/2020
❖ FINAL REPORT to be submitted with Final Product and Final Reimbursement
Request on or before August 30, 2020, grant end date.
DERVirginia Departmae of Historic Resources
(10) Project Schedule and Availability of Funds— For projects funded in this grant cycle,
all work must be performed and costs incurred between July 15, 2019 and August
30, 2020. Per HPF Federal Regulations applicable to DHR, under the overall HPF
grant or CLG projects undertaken within the grant, funds not expended for costs
incurred prior to September 30, 2020 "expire" and are no longer allowable to draw
down from the federal award. Not completing projects timely may adversely
impact the dollar amount of DHR's future HPF federal awards; which, In turn, may
adversely impact future evaluations of the subgrantee's risk of noncomplying
with Federal statutes, regulations and the terms and conditions of subsequent
CLG subgrants. Per Federal Regulations, DHR may impose additional conditions
and remedies on subgrantees that are regarded a risk or noncompliant; see 2CFR
200.338 and 2CFR 200.207 Specific Conditions on a Subaward.
Subgrantees shall inform DHR's CLG Coordinator of any significant problems,
delays, or adverse conditions, actual or anticipated, as soon as they become
known if they might materially affect the products or cause the project to fall
behind schedule. The subgrantee should report the situation in the following
progress report. Any proposed changes to the project's scope of work must be
submitted to DHR in writing and must be approved in advance by DHR to be
considered valid. DHR reserves the right to de- obligate project funds and
reallocate them to another CLG, pending NPS approval, in order to ensure their
expenditure prior to HPF grant end.
(11)Termination — This agreement may be terminated with applicable termination
provisions found in 2CFR 200.339 through 200.342.
(12) Reimbursement Requests may be submitted quarterly along with Quarterly
Progress Reports. See sample Invoice Form and Quarterly Report attached. The CLG
must both incur and pay project costs prior to requesting reimbursement from
DHR; see CLG Grant Manual Reimbursement Guidelines for supporting
documentation requirements, etc. Note the Federal and Match Share funds are to
be spent concurrently, meaning each time the grantee requests reimbursement
from DHR the financial documentation submitted reflects both the federal and
matching shares. The federal share of the CLG's budgeted grant /match ratio will be
applied to the total actual documented project expenditures submitted that
quarter to calculate the federal funds dispersed to the CLG. Quarterly
reimbursement requests are encouraged and accepted; but note until the final
product(s) is received and approved by DHR, no final grant reimbursement will be
issued.
DERVirginia Depmbnot of Historic Resources
(13) Final Product Submissions are deliverables /publications that include, but are not
limited to grant projects reports; books, pamphlets and magazines; event
documentation including programs and photos, websites, exhibits, interpretive
signs, etc. NPS deliverables submission guidelines require an index for DHR's
Product Submission. Please provide the following in a Word Document or email for
each electronic deliverable submitted:
:• Title of Product
0 Filename (Name to suit your needs; file will be renamed per NPS
requirement prior to submission)
%• Product Creator (Give full names and their roles in creating the product)
1* Date Completed
❖ Extent (pages, length, etc; use when applicable
•r Description
Semple Index for a Document
- Title: Intensive Survey of East Walters Street, Lafayette, Colorado
- Filename: SHPO_16 Wl Cityoflafayette IntensiveSurveyofEastWoltersStreet pdf
- Creator. Clyde Banks(historlan), William Laurence(historlan), Laurence /Banks
Architectonics(organizatl ons).
- Date Completed. July 18, 2017
- Extent: 96 pages
- Description: Report an an intensive architectural survey of 31 properties along East
Walters Street Is divided into four sections: an introductory historic context; a
chapter on methodology; a summary of the survey's findings, and an appendix
of detailed information for each prgmrty jbund eligible for designation. The
survey found that 6S were eligible for local designation, 14 eligible for state
designation, and 12 eligible for national designation.
A
DHRI Virginia Department of Historic Resources
(14) Rights in Data — The subgrantee must grant the United States of America a
royalty -free, non- exclusive and irrevocable license to publish, reproduce, use, and
dispose of in any manner and for any purpose without limitation, and to authorize
or ratify publication, reproduction or use by others, of all copyrightable material
first produced or composed under this Agreement by the subgrantee, its
employees or any individual or concern specifically employed or assigned to
originate and prepare such material.
1
r
DHR, Virginia Deparanent of Historic Resources
IN WITNESS WHEREOF, the parties have caused this Grant Agreement to be duly executed, intending
to be bound thereby.
CERTIFIED LOCAL GOVERNMENT
SIGNATURE:
NAME: Bob Cowell
TITLE: City Manager
DATE:
COMMONWEALTH OF VIRGINIA DEPT. OF
HISTORIC RESOURCES.
SIGNAT tJuie • J
NAME: V. Langan
TITLE: Director
DATE: 6 " `7_ Z
Activity (e.g personnel, equipment, supplies, Consultant/Contract Services, travel, Federal
Volunteers, Other) Describe other in lower right hand corner. Share
Non -
Federal
Share
Subtotal
ect initiation.,Meetinn with Staff O R
300.00
300.00
$ 600.00`
Consultant
450.00
450.00
$ 900.00
Field Survey by Consultant _ ..
600.00
600.00
$12.00.00
Survw Submittals .:° ... ' , e.
3,900.00
3,900.00
7,800.00
NibonARegister and state LeSft, Nomination
f 950.00.
1950.00
$3 0.00> ;
.Public `M i
200.00
200.00;
x400.00
Miscelli ...,. .. Enmbm,'
100.00
100.00
$ , 200.00
Click here to enter text.
$0.00
Click here to enter text.
$0.00
Click here to enter text.
50.00
Click here to enter text.
$0.00
Click here to enter text.
$0.00
Click here tIo enter text.
$0.00
Click here to enter text.
$0.00
Totals
$7,500.00
$7,500.00
$15,000.00
Amount of Grant Request
7,500
Other:
The City of Roanoke will provide mapping supports needed.
Non - Federal Matching Share
7,500
Total Project Cost
15,000
• Attach Documentation(resumes, vitae, certifications)for all staff that will be associated with this project.
• A 30% Matching share is required. CLGS that can offer a 50% cash match will receive bonus points during the evaluation process.
DBRivirsiniaEkParbuct of Historic Resources
CERTIFIED LOCAL GOVERNMENT SUB GRANT APPLICATION FY 2019-2020
DONOR
SOURCE
AMOUNT
CASH*
City of Roanoke
$7,S00.00
Click here to enter text
},Ch here t(j eo(er '�Ixt
Click here to enter text
C hck he,r- to cntPr teat
Click here to enter text
Click hare to enter text.
Tile City " ;vlJ plo'jide
IN KIND
niappine, needed for the
Click here to enter text.
Click here to enter text,
survey and i,,om;iiatiori
SERVICES"
Click here to enter text.
Chck here to enter text.
Click here to enter text
Click hef,- to enter text
Chrk hero to enter text
Click here to enter text.
VOLUNTEER
Crick here to enter text.
Click here to enter text.
TIME
Click here to enter text
t i'J loerf' to text
cllck herE to enter text
General Funds not previously appropriated for in-kind services
** Funds appropriated for salaries, fringe benefits, supplies, etc.
CERTIFICATION:
I certify that the matching share identified above Is available, Is a necessary and reasonable contribution
to achieving the scope of work proposed and documentation of the expenses will be provided to
support the reimbursement request.
Virginia Dep"nait of Historic Resources
DH
CERTIFIED LOCAL GOVERNMENT SUB GRANT APPLICATION FY 2019 -2020
Signature
Title: City Maniger Date: 5/14/2019
Attachment S
CLG GRANT PROGRESS REPORT
CLG:
I PROJECT TITLE:
REPORT PERIOD: IGRANT ENDING DATE:
Reports are due: 10/15/19,1/15/20,4/15/20.7/15120,08/30120
1. Describe progress made on the project during this period.
2. Compare actual vs. projected progress as shown on approved project time schedule. Please explain any diffeerences
between actual and projected progress.
3. Compare actual vs. projected expenditures as shown on approved project time schedule. Please explain any
differences between actual and projected expenditures.
4. Make any additional comments here.
Project Manager's Signature: Date:
HISTORIC PRESERVATION FUND GRANT - CERTIFIED LOCAL GOVERNMENT PROJECT
INVOICE FORM
TO:
FROM:
Aubrey Von Lindern
Name
Northern Regional Preservation Office
Address
Department of Historic Resources
City State Zip
P.O. Box 519, Stephens City, VA 22655
Telephone
Telephone: 540 -868 -7029
Email
CLG PROJECT NAME:
PROJECT NUMBER:
REPORTING PERIOD:
INVOICE #:
From: To:
$
DOCUMENTED EXPENSES FOR APPROVED PROJECT -
FEDERAL AND NONFEDERAL MATCH:
TOTAL THIS
SUBMITTAL
SUBMITTED
PREVIOUSLY
TOTAL PROJECT
TO -DATE
Personnel
$
$ -
$ '
Travel
$
$
$ -
Contracts
$
$ -
$ -
Other
$
$
$ -
Other
$
$
$ "
ACTUAL PROJECT TOTALS 100.000%1$
-
$ -
$ '
;1t0JECT,N0NFEDERAL:'MATCH 30.000%1$
PROJECT FEDERAL SHARE 96 "° 70.000% $ - $
CLG ,`SUB6R /aNTTOTAI(MAX'FEDERAL; FUNDED)' `' $
SUBGRANT'FUNDS,REMAINING"
I certify that the costs detailed on this invoice have been paid by Subgrantee above; that these costs were for
work that was approved for funding under the Historic Preservation Grant Program; that the work was carried out
within the approved term of the Federal Grant.
I request payment of Is - I from the total of the expenses
documented in this invoice in accordance with the terms of the Grant Agreement.
Name and Title
DHR CLG Program Approval
Date
Date
Excel version of Invoice is available upon request from DHR Finance and Grants Manager Sharon.Erdt @DHR.Virginia.gov
EXHIBIT
B
Light blue areas represent the existing National Register District
Yellow dots represent the properties considered for expanding the National Historic District
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41554 - 091619.
A RESOLUTION authorizing acceptance of the FY2020 Fire Programs Funds Grant made to
the City of Roanoke by the Virginia Department of Fire Programs, and authorizing execution of any
required documentation on behalf of the City.
BE IT RESOLVED by the Council of the City of Roanoke as follows:
The City Manager is hereby authorized on behalf of the City to accept from the
Virginia Department of Fire Programs the FY2020 Fire Programs Funds Grant in the amount of
$353,406, with no local match, such Grant being more particularly described in the City Council
Agenda Report dated September 16, 2019.
2. The City Manager is hereby authorized to execute and file, on behalf of the City, any
documents setting forth the conditions of the Grant in a form approved by the City Attorney.
3. The City Manager is further directed to furnish such additional information as may be
required by the Department of Fire Programs in connection with the acceptance of the foregoing
Grant.
R -Fire Program Grant -FY20 9.16.19.doc
ATTEST:
City Clerk.
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41555 - 091619.
AN ORDINANCE appropriating funding from the Commonwealth of Virginia
Department of Fire Programs, amending and reordaining certain sections of the 2019-
2020 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 2019 -2020 Grant Fund Appropriations be, and the same are hereby,
amended and reordained to read and provide as follows:
Appropriations
Expendable Equipment <$5,000
Training and Development
Wearing Apparel
Recruiting
Fire /EMS Station #7- Memorial Ave
Revenues
Fire Program FY20
35- 520 - 3385 -2035 $ 145,000
35- 520 - 3385 -2044 50,000
35- 520 - 3385 -2064 53,406
35- 520 - 3385 -2065 5,000
35- 520 - 3385 -9978 100,000
35- 520 - 3385 -3385 353,406
Pursuant to the provisions of Section 12 of the City Charter, the second reading
of this ordinance by title is hereby dispensed with.
ATTEST:
-n. n
pf&j�y�)* t
,�►
City Clerk.
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Virginia Department of Fire Programs FY2020 Funding for
Roanoke Fire -EMS
Background:
The Fire Programs Fund was established by the General Assembly during the
mid- 1980s. Program funds are used to supplement the Fire -EMS budget in the
General Fund. Program guidelines require that funds received are non -
supplanting and may not be used to replace existing local funding.
Roanoke Fire -EMS has been awarded FY2020 funding in the amount of
$353,406. The funds will be spent as follows:
Expendable Equipment < $5,000 $145,000
Training and Development $ 50,000
Wearing Apparel $ 53,406
Recruiting $ 5,000
Fire -EMS Station 7 $100,000
Considerations:
Council action is required to accept the funds in the amount of $353,406 from
the Virginia Department of Fire Programs.
Recommended Action:
Authorize the City Manager to accept the grant and file any documents,
approved as to form by the City Attorney, setting forth the conditions of the
FY2020 Fire Programs Funds Grant, and to furnish such additional information
as may be required.
Adopt the accompanying budget ordinance to establish a revenue estimate for
Fire Program FY20 and to appropriate funding in the amount of $353,406 into
accounts t blished by the Director of Finance in the Grant Fund.
---------------------------
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Amelia C. Merchant, Director of Finance
t
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41556- 091619.
A RESOLUTION adopting the Roanoke Valley - Alleghany Regional Commission Regional
Hazard Mitigation Plan for communities that are members of the Roanoke Valley - Alleghany
Regional Commission; and authorizing the City Manager to take such action as may be needed to
implement and administer such Plan.
WHEREAS, the Disaster Mitigation Act of 2000, as amended, requires that local
governments develop and adopt natural hazard mitigation plans in order to receive certain federal
assistance;
WHEREAS, a Hazard Mitigation Plan Committee comprised of representatives from the
counties of Alleghany, Botetourt, Craig and Roanoke; the cities of Covington, Roanoke and Salem;
and the towns of Buchanan, Clifton Forge, Fincastle, Iron Gate, New Castle, Troutville and Vinton
was convened in order to study the Roanoke Valley - Alleghany Region's risks from, and
vulnerabilities to, natural hazards, and to make recommendations on mitigating the effects of such
hazards on the Roanoke Valley - Alleghany Region; and
WHEREAS, the efforts of the Hazard Mitigation Plan Committee members and the Roanoke
Valley - Alleghany Regional Commission, in consultation with members of the public, private and
non - profit sectors, have resulted in the development of the Roanoke Valley - Alleghany Regional
Hazard Mitigation Plan for the communities that are members of the Roanoke Valley - Alleghany
Regional Commission, including the City of Roanoke.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
The City of Roanoke hereby approves and adopts the Roanoke Valley - Alleghany
Regional Hazard Mitigation Plan, dated August 15, 2019, referred to above and in the City Council
Agenda Report dated September 16, 2019, including the City of Roanoke's part of such Plan.
2. The City Manager is hereby authorized to take such further actions as may be needed
to implement and administer such Plan.
ATTEST: Dn-'
City Clerk.
o-�
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: Monday, September 16, 2019
Subject: Adoption of the Roanoke Valley - Alleghany Regional Hazard
Mitigation Plan
Background:
The Disaster Mitigation Act of 2000 requires that local governments, as a condition of
receiving federal disaster mitigation funds, have a mitigation plan that describes the
process for identifying hazards, risks and vulnerabilities; identifies and prioritizes
mitigation actions; encourages the development of local mitigation; and provides
technical support for those efforts.
The Roanoke Valley - Alleghany Regional Commission, in conjunction with its member
localities and the Regional Hazard Mitigation Plan Committee, has recently updated
the Regional Hazard Mitigation Plan. The Plan includes the counties of Alleghany,
Botetourt, Craig and Roanoke; the cities of Covington, Roanoke and Salem; and the
towns of Buchanan, Clifton Forge, Fincastle, Iron Gate, New Castle, Troutville, and
Vinton. These are the same localities that participated in the previous 2006 and 2013
plans.
The Plan is a prerequisite for obtaining Hazard Mitigation Planning Grant funding. If
a locality has not adopted a Hazard Mitigation Plan, it will not be eligible for Hazard
Mitigation funding. Upon receiving the record of adoption from the State, FEMA will
issue an official approval letter stating which jurisdictions have adopted and are
approved and eligible for FEMA Hazard Mitigation Assistance programs. The approval
letter will include the expiration date five years from the date of the letter.
In accordance with Federal and State requirements, the governing bodies of each
participating jurisdiction should review and approve that portion of the overall plan
that affects their jurisdiction. Each locality should adopt those sections relevant to
their locality, as well as any regional sections. Once the plan has been formally
adopted by all localities participating in the plan, it will be resubmitted to VDEM with
the respective local resolutions, and VDEM will then forward the plan to FEMA for final
approval. The Plan, which is in effect for five years, can be modified by local
governments following its adoption and final FEMA approval, thus allowing localities
to address immediate concerns and changing circumstances.
Considerations:
Council approval is required to adopt a Hazard Mitigation Plan as a condition to
receive federal disaster mitigation funds. A copy of a summary and the portion
pertaining to the City of Roanoke are attached to this City Council Agenda Report.
Recommended Action:
Adopt the 2019 Roanoke Valley - Alleghany Regional Hazard Mitigation Plan which
includes the City of Roanoke.
--- - - - - -- -- -- -- - - - - --
Robert S. owell, Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Amelia C. Merchant, Director of Finance
Robert K. Bengtson, P.E., Director of Public Works
Dwayne R. D'Ardenne, CSM, PWM, Stormwater Utility Manager
Leigh Anne Weitzenfeld, MS, ENV SP, Water Quality Administrator
Alleghany County
Botetourt County
Craig County
Roanoke County
City of Covington
City of Roanoke
City of Salem
Town of Buchanan
Town of Clifton Forge
Town of Fincastle
Town of Iron Gate
Town of New Castle
Town of Troutville
Town of Vinton
FEMA Approved
V �(.1flRIM
l
AIkXM�a? (orrah
(V* Cofraf.
Ro�aoA�
�. Ifxa«fA.
(tlYOh �
Couch
s
.- -r, 4
it
ik.
tv
i REGIONAL FEMA
Chapter 1 Introduction
1.1 Natural Hazards Mitigation Planning Process
The Disaster Mitigation Act of 2000 (DMA 2000) requires that local governments, as a condition
of receiving federal disaster mitigation funds, have a mitigation plan that describes the process
for identifying hazards, risks and vulnerabilities, identifies and prioritizes mitigation actions,
encourages the development of local mitigation and provide technical support for those efforts.
The Federal Emergency Management Agency (FEMA) defines Mitigation as any sustained
action taken to reduce or eliminate long -term risk to life and property from a hazard event.
Mitigation, also known as prevention, encourages long -term reduction of hazard vulnerability.
The goal of mitigation is to save lives and reduce property damage. Mitigation can accomplish
this and should be cost - effective and environmentally sound. This, in turn, can reduce the
enormous cost of disasters to property owners and all levels of government. In addition,
mitigation can protect critical community facilities, reduce exposure to liability, and minimize
community disruption resulting from natural disasters. Examples include land use planning,
adoption of building codes, elevation of homes, or acquisition and relocation of homes away
from floodway and floodplain areas.
It has been demonstrated time after time that hazard mitigation is most effective when based on
an inclusive, comprehensive, long -term plan that is developed before a disaster actually occurs.
However, in the past, many communities have undertaken mitigation actions with good
intentions but with little advance planning. In some of these cases, decisions have been made
"on the fly" in the wake of a disaster. In other cases, decisions may have been made in advance
but without careful consideration of all options, effects, and /or contributing factors. The results
have been mixed at best, leading to less than optimal use of limited resources.
1.2 Purpose of the Plan
The purpose of this plan is to fulfill the Federal requirements for the Disaster Mitigation Act of
2000. The plan identifies hazards; establishes community goals and objectives and mitigation
activities that are appropriate for the Roanoke Valley - Alleghany region.
1.3 Planning Region
The 2018 Regional Pre - Disaster Mitigation Plan affects unincorporated areas, towns, cities and
counties within the Roanoke Valley - Alleghany Regional Commission service area except the
localities of Franklin County and towns of Boones Mill and Rocky Mount which are covered by
the West Piedmont PDC Plan. These are the same localities that participated in the 2006 and
2013 plans. While the plan does not establish any legal requirements for the localities, it does
provide a framework for natural hazard mitigation planning.
RVAR Regional Hazard Mitigation Plan
1.4 Plan Update Process
The plan update process is similar to the process used to develop the original 2013 plan. Local
governments and Pre - Disaster Mitigation Plan Committee members felt that following a similar
process would be the most efficient method for gathering information, reviewing priorities and
updating the plan.
The Mitigation Plan was evaluated to review progress that has been made on implementing the
projects and to identify new or updated information that could affect mitigation priorities. The
convener, Roanoke Valley - Alleghany Regional Commission, was responsible for contacting the
Pre - Disaster Mitigation Plan Committee members and organizing meetings to review the plan.
Committee members representing their respective local governments and agencies provided
guidance for the plan update.
The committee reviewed the hazard information, risk and loss data, goals and strategies and
proposed mitigation projects to determine if they are addressing current and expected
conditions. The review also considered state and Federal legislation that could affect the
implementation of the plan.
Several towns in the region requested that their interests in the planning process be
represented by the county in which they are located. The towns of Fincastle and Troutville were
represented on the Committee by the Botetourt County Deputy Emergency Management
Coordinator. The Town of New Castle was represented by Craig County Director of Emergency
Services. These representatives served as the liaison between the Committee and the town's
staff and /or elected officials.
1.5 Plan Review
In addition to the local government participants, adjoining regional planning organizations were
asked to comment on the plan. The planning process included an opportunity for adjacent
localities and regional commissions to review the draft plan.
1.6 Committee Meetings
Committee meetings were held on an as needed basis at critical times in the document's
development and for review of the draft and final versions of the Plan. Committee meeting
agendas and attendance sheets are included in Appendix A.
Localities, state and federal agencies, and other local groups were invited to serve on the
Roanoke Valley - Alleghany Regional Commission Pre - Disaster Mitigation Plan Committee. Local
governments were asked to appoint the staff and /or citizens that would be the most appropriate
representative(s) to the Committee and responded with a wide range of appointees: Emergency
Service Coordinators, engineers, planners, public works and stormwater staff, law enforcement
officers, and fire and rescue personnel. Locality representatives attended the Committee
RVAR Regional Hazard Mitigation Plan 2
meetings on a regular basis. RVARC staff also worked directly with local governments during
development of local goals /projects.
As in the pervious two versions of this plan, some rural communities requested to be
represented in the planning process by their respective county governments due to the fact that
the towns do not have full -time staff or those that do are unable to attend. The Town of New
Castle was represented on the plan committee by the Craig County Emergency Services
director who worked with the town to identify necessary changes to the plan and revise the
town's project listing. The draft plan was reviewed by the Town of New Castle. The Town of
Buchanan and Town of Troutville were represented on the plan committee by the Botetourt
County Deputy Emergency Management Coordinator who met with the towns and helped in
identifying updates to the town's sections of the project listings. The Town of Buchanan
removed two projects from their project listing — generator purchase for the sewer plant and
purchase of a portable generator. The Town of Troutville did not make any changes to the plan.
The town of Fincastle, while not attending committee meetings, did review the draft plan and did
not make any changes or additions.
In addition, the following agencies /groups participated on the Committee: the Virginia
Department of Forestry, Blue Ridge Independent Living Center, Virginia Department of
Emergency Management, Friends of the Rivers of Virginia, local insurance and real estate
agents, and the National Weather Service. Input was also provided by the Virginia Department
of Transportation and the Western Virginia Regional Water Authority.
A group of Committee members met with FEMA Regional 3 Community Planning Lead staff on
October 31, 2018 to review the progress on the plan update and learn more about new FEMA
initiatives and requirements for the plan.
RVAR Regional Hazard Mitigation Plan 3
6.9 City of Roanoke
6.9.1 Current and Past Mitigation Measures
Floodplain Management — The City of Roanoke has adopted a Floodplain Management
Ordinance that requires new residential buildings to be elevated 2 feet above the base flood
elevation. The City has a floodplain overlay district corresponding to areas identified on Flood
Insurance Rate Maps prepared by FEMA.
National Flood Insurance Program — The City participates in, and is in good standing with, the
National Flood Insurance Program (NFIP) by enforcing floodplain management regulations that
meet federal requirements. This program allows property owners to purchase flood insurance
from NFIP. As of 2018, there are 549 NFIP policies in force in the City with a total of 1,132
structures in the floodplain.
Community Rating System - The Community Rating System (CRS) is a voluntary program for
NFIP - participating communities. The goals of the CRS are to reduce flood damages to insurable
property, strengthen and support the insurance aspects of the NFIP, and encourage a
comprehensive approach to floodplain management. The CRS has been developed to provide
incentives in the form of flood insurance premium discounts for communities to go beyond the
minimum floodplain management requirements to develop extra measures to provide protection
from flooding. The City of Roanoke entered the CRS program in 1996 and maintains a class 7
rating (15% discount on flood insurance premiums for parcel owners within City limits).
River & Creek Corridors Overlay District — The City has adopted the River and Creek Corridors
Overlay District (RCC) to recognize the Roanoke River and its tributaries as valuable water
resources in the City and to designate certain areas along their banks as being critical to their
protection in order to ensure that such streams and adjacent lands will fulfill their natural
functions. Streams have the primary natural functions of conveying storm and ground water,
storing floodwater, and supporting aquatic and other life. Vegetated lands adjacent to the
stream channel in the drainage basin serve as a buffer to protect the stream system's ability to
fulfill its' natural functions. Primary natural functions of the buffer include protection of water
quality by filtering pollutants, provision of storage for floodwaters, and provision of suitable
habitats for wildlife. Within the River and Creek Overlay District, riparian buffers shall be
established and shall consist of all land adjacent to, and fifty (50) feet landward from, the top of
the banks of the Roanoke River or the applicable tributary. Further, riparian buffers shall be
retained and maintained if present, and where it does not exist, shall be established and
maintained upon any land disturbing activity. To retain ecological functional value, native
vegetation shall be preserved to the maximum extent possible.
Stormwater Management — As part of the state VSMP program, the City has a Stormwater
Management Ordinance to address stormwater runoff quantity and quality from development
RVAR Regional Hazard Mitigation Plan 237
activities that is part of the City Code. It was developed to bring the City into compliance with
state laws on stormwater management and erosion and sedimentation control.
Erosion and Sediment Control — The City of Roanoke has adopted more stringent regulations,
references, guidelines, standards and specifications than promulgated by the Virginia Soil and
Water Conservation Board (and any local handbook or publication of the board) for the effective
control of soil erosion and sediment deposition to prevent the unreasonable degradation of
properties, stream channels, waters and other natural resources. Such regulations, references,
guidelines, standards and specifications for erosion and sediment control are included in, but
not limited to, the Virginia Erosion and Sediment Control Regulations and the Virginia Erosion
and Sediment Control Handbook, as amended from time to time.
Stormwater Utility — In 2014, the Stormwater Utility was created to provide an adequate,
sustainable source of revenue for stormwater management activities that are necessary to
protect the general health, safety, and welfare of the residents of the city. The Stormwater Utility
fee is based on a parcel's impervious surface. These funds are used for projects that protect
and restore the City's watersheds and improve water quality. Project examples include:
• Planning, design, engineering, construction, and debt retirement for new facilities and
enlargement or improvement of existing facilities, including the enlargement or
improvement of dams, levees, and floodwalls, whether publicly or privately owned, that
serve to control stormwater;
• Water Quality Projects including stream restorations and other green infrastructure to
reduce pollutants and erosion and to enhance runoff infiltration;
• Facility operation and maintenance, including the maintenance of dams, levees,
floodwalls, whether publicly or privately owned, that serve to control stormwater;
• Monitoring of stormwater control devices and ambient water quality monitoring; and
• Other activities consistent with the state or federal regulations or permits governing
stormwater management, including, but not limited to, public education, watershed
planning, inspection and enforcement activities, and pollution prevention planning and
implementation.
• Creation of a Stormwater Utility Flood Mitigation Program as a supplement to nationally
competitive FEMA grants, especially for substantially damaged homes in the floodway.
• Outreach and Education on water quality, stream health, floodplain natural functions,
flood insurance and substantial damage and substantial improvement requirements.
Storm Ready — The City of Roanoke was designated a Storm Ready community in February
2010 by the National Weather Service. The City was certified based on it level of emergency
preparedness including: a 24 -hour warning point and emergency operations center;
development of at least four methods by which weather warnings can be received and
disseminated; creation of a system to monitor local weather conditions; conducting community
seminars to promote disaster readiness; and development of a formal hazardous weather plan,
RVAR Regional Hazard Mitigation Plan 238
including spotter training and emergency exercises. An additional benefit of the designation to
the residents and business owners in the City is reduced rate for flood insurance.
Dam Safety — Spring Hollow Reservoir Dam, located on a tributary of the Roanoke River and
owned by the Western Virginia Water Authority, could impact properties in the City of Roanoke if
it failed. Carvins Cove Reservoir Dam, located on a tributary of the Carvin Creek and owned by
the Western Virginia Water Authority, could impact properties in the City if it failed. Two other
smaller private lakes in the City are designated high hazard by the DCR; Windsor Lake and
Spring Lake, both in SW City.
IFLOWS — The City participates in a flood warning system developed by the National Weather
Service called Integrated Flood Observing and Warning System ( IFLOWS). Through the use of
radio - transmitted information, this system provides advanced flood forecasting to the City
Emergency Operation Center. There are five IFLOW stations located in the City.
USGS Stream Flow Monitoring — The City has partnered with the USGS to install a water quality
monitoring station that is located in the Lick Run Watershed adjacent to the greenway. The goal
of this monitoring program is to characterize streamflow and sediment transport in Lick Run
prior to, during, and after BMPs are implemented throughout the watershed. The monitoring
objectives include continual stream levels, water temperature, pH, conductivity, dissolved
oxygen and turbidity. Data will also be used to determine annual loads of suspended sediment.
USGS Precipitation Gauges — The City has also partnered with the USGS to install 9
precipitation monitoring gauges in a selected spatial distribution pattern to optimize data
capture. This robust precipitation monitoring network can provide many benefits to a variety of
stakeholders within the city, including stormwater and other utilities, first responders,
educational programs, and others. The monitoring network can provide critical data to aid the
management and modeling of the stormwater infrastructure and first responders could utilize the
real -time monitoring to better allocate resources during extreme precipitation events. The
network could also be used as an outreach tool to educate residents and students about
precipitation and potential risks of precipitation and flooding.
6.9.2 Past Mitigation Measures
Roanoke Valley Regional Stormwater Management Plan - All four Roanoke Valley jurisdictions
participated in the development of the plan that was coordinated through the efforts of the Fifth
Planning District Commission (Roanoke Valley - Alleghany Regional Commission). It offers
alternative solutions for both flooding and flash flooding problems. These alternatives include
clearing stream channels, enlarging drainage openings, constructing regional detention
facilities, and flood proofing individual structures. The plan presents a total of 138 individual
projects to address flooding in the 16 watersheds. These are ranked in order of priority within
each watershed but no overall ranking within the valley is presented. Cost estimates are
presented for each project, but neither individual project benefits, nor cumulative benefits are
RVAR Regional Hazard Mitigation Plan 239
discussed. It would be essential to analyze the benefits of these projects before the plan can be
used as a guideline for specific activities. The identified projects would cost a total of $66 million
in 2001 dollars, not including land acquisition or efforts to flood proof or move over 2,200
buildings. A formal quantification of the corresponding benefits would go a long way toward
justifying this cost, which can initially seem overwhelming to both citizens and community
officials. For example, the 1997 plan reports that between 1972 and 1992, floods caused over
$200 million in damages in the valley, and resulted in 10 deaths. The plan's Financing Options
Report recommends creation of a regional stormwater utility as a means of funding the identified
work.
Project Impact Roanoke Valley — Project Impact Roanoke Valley was a partnership of FEMA,
Roanoke County, the cities of Roanoke and Salem and the Town of Vinton to reduce
destruction to life and property during disasters through planning and mitigation. The Project
Impact Roanoke Valley Steering Committee and its work groups evaluated hazard mitigation
needs from 1998 to 2001. The four work groups were: Hazard Mitigation, Public Information and
Community Education, Stormwater Management and Partnership and Resource group.
Stormwater Management group — This group that originated with the Project Impact Roanoke
Valley initiative was responsible for the preparation of over 1,500 floodplain elevation
certificates. The Public Information and Community Education and Partnership and Resource
groups met with community organization, civic groups, businesses and the general public to
promote hazard mitigation activities. The Land Use group focused on the how local plans and
ordinances relate to hazard mitigation and published Hazard Mitigation through Land.
6.9.3 City of Roanoke Mitigation Goals and Strategies
In developing mitigation strategies for the region and each locality, a wide range of activities
were considered in order to achieve the goals and to lessen the vulnerability of the area to the
impact of natural hazards. All goals, strategies and projects are dependent on the availability
and timeliness of non -local funding.
Goals and Strategies were prioritized by each locality. Prioritization was completed in order of
relative priority — high, medium or low — based on the benefit to cost criteria and the strategy's
potential to mitigate the impact from natural hazards. Consideration was also given to
availability of funding, the department/agency responsible for implementation, and the ability of
the locality to implement the project. Under each identified pre- disaster, applicable local
government departments will be the lead in making sure that each project or action will be
implemented in a timely manner with other departments, other local government representatives
and /or other regional agencies.
The anticipated level of cost effectiveness of each measure was a primary consideration when
developing the list of proposed projects. Since the mitigation projects are an investment of
public funds to reduce damages, localities have selected, and prioritized projects based on the
RVAR Regional Hazard Mitigation Plan 240
benefit to cost of each project in hopes of obtaining the maximum benefit. Projects were
categorized as high, medium or low benefit to cost based on the available information for each
proposed project. Reduced damages over the lifespan of the projects, the benefits, are likely to
be greater than the project cost in all cases. Although detailed cost and benefit analysis was not
conducted during the mitigation action development process, these factors were of primary
concern when prioritizing and selecting the proposed projects.
6.9.3.1 Flooding
Goal: Minimize Watershed Hazard to Public Health, Safety, and Property
Responsible Departments: Stormwater Utility, Emergency Management
Strategies:
1. Participate in, and remain in good standing with, the National Flood Insurance Program
(NFIP) by enforcing floodplain management regulations that meet federal requirements.
2. Participate in The Community Rating System.
a. Acquisition of flood prone properties followed by the appropriate mitigation
action of demolition or relocation. Increased outreach, community
involvement in events such as the Preparation, and stream channel
maintenance will move the City towards its goal of a Class 6 designation.
Additionally, the Class 6 designation would allow citizens a 20% discount of
floodplain insurance.
3. Prioritize and construct capital improvement projects that both mitigate city -wide flood
hazards and improve downstream water quality.
4. In collaboration with local governments, support a comprehensive public information and
education program on flooding, living in the floodplain, flood risks, low cost simple flood
mitigation measures, flood insurance, stream remediation, hydrology, floodplain
ordinances, and NFIP. This can be accomplished through regional workshops,
neighborhood meetings, events such as the Preparathon, educational materials, and
social media for citizens, business, local staff, and elected officials.
5. Maintain an inventory and map of flood prone roadways.
6. Maintain an inventory and map of flood prone critical facilities such as hospitals, public
utility sites, airports, etc.
7. Share information and collaborate with other City Departments and Municipalities prior to
and during a natural disaster.
Goal: Update existing GIS data layers related to natural hazards.
Responsible Department: Stormwater Utility
Strategies:
1. Consider seeking funding and support programs that update FEMA's Flood Insurance
Rate Maps (FIRM). Consider participation in FEMA's Cooperating Technical Partners
RVAR Regional Hazard Mitigation Plan 241
(CTP) program that establishes partners with local jurisdictions to develop and maintain
up -to -date flood maps.
2. Utilize GIS to inventory at risk infrastructure and public and private structures within flood
prone areas.
3. Participate in FEMA's Digital Flood Insurance Rate Maps (DFIRM) program.
4. Support FIRM remapping projects that address areas in the region that have the most
serious mapping problems and where flooding is a repetitive problem.
Goal: Maintain an accurate database and map of repetitive loss properties
Responsible Department: Stormwater Utility
Strategies:
1. Work with VDEM and FEMA to update list of repetitive loss properties annually.
2. Review property addresses for accuracy and make necessary corrections.
4. Determine if and by what means each property has been mitigated.
5. Map properties to show general site locations (not parcel specific in order to maintain
anonymity of the property owners).
6. Determine if properties have been mitigated and inform FEMANDEM through
submission of an updated list/database and mapping.
Goal: Reduce impervious surfaces to improve infiltration, to deter run -off and
reduce flooding
Responsible Departments: Stormwater Utility, Transportation Division, Planning and
Development
Strategies:
1. Consider using pervious surfaces whenever possible, including but not limited to, alleys,
walkways and parking surfaces.
a. Add Stormwater Utility Fee estimation to all proposed development plan sets
to determine long -term costs of impervious areas vs. green infrastructure
costs.
Promote the use of green roofs and rainwater harvesting systems.
Goal: Promote green infrastructure to prevent flooding, manage excess runoff, and increase
infiltration
Responsible Departments: Stormwater Utility, Transportation Division, Planning and
Development
Strategies:
1. Consider using strategies and best practices identified in programs such as the
Envision Rating System to optimize decision making on and prioritization of Capital
Improvement Projects.
a. Consider adding the Envision Rating Certification as a contract requirement
for consultant- designed projects.
2. Consider an increase of pipe conveyance standards to handle more intense
precipitation (such as the 4% chance or 25 -year event vs. current 10% chance or 10-
RVAR Regional Hazard Mitigation Plan 242
year event design standard) as long as this doesn't cause more streambank erosion in
downstream channels.
3. Encourage and incentivize Green Infrastructure.
Goal: Utilize and protect wetlands and natural infrastructure to offset impervious surfaces
Responsible Department: Stormwater Utility, Transportation Division, Planning and
Development
Strategies:
1. Restore and protect riparian areas.
a. Add River and Creek Corridor Overlay boundaries to all development plan
sets. Enforce riparian buffer re- establishment as per City Code.
2. Restore waterways that have been covered or buried to natural conditions.
Goal: Consider Benefit Cost and Life Cycle Cost Analysis when designing and planning
stormwater mitigation and adaptation strategies
Responsible Department: Stormwater Utility
Strategies:
1. Rate Green Infrastructure and Capital Improvement Projects via the ISI Envision Rating
System to ensure the right project is being prioritized and implemented.
Goal: Conduct a community Climate Vulnerability & Risk Assessment to identify, and prepare
for, potential threats, health hazards and high -risk impacts and establish resilience guidelines.
Responsible Department: Stormwater Utility
Strategies:
1. Consider securing grant funding to evaluate the City's Vulnerability to Hazards and
Climate Change through the Resiliency Scorecard methodology.
Goal: Acknowledge value of Natural Floodplain Function when planning for future development
and in Neighborhood Plans.
Responsible Department: Stormwater Utility
Strategies:
1. Consider securing grant funding to study economic valuation of the Roanoke River and
priority tributaries that are more prone to flooding.
Goal: Identification of structural projects that could mitigate the impact of flooding.
Responsible Department: Stormwater Utility
Strategies:
1. Consider seeking funding to prepare site - specific hydrologic and hydraulic studies
that look at areas that have chronic and repetitive flooding problems.
RVAR Regional Hazard Mitigation Plan 243
6.9.3.2 All Hazards
Goal: Provide early warning for terrorism events and natural disasters and emergencies.
Responsible Department: Emergency Management
Strategies:
1. Maintain the Reverse 911 system. Fund annual maintenance and upgrade costs. Identify
likely targets and develop call out list for quick activation. Identify flood prone areas and
incorporate those numbers in a flood notification database.
2. In cooperation with VDEM, FEMA, the Red Cross and other localities support
comprehensive public information and education program dealing with citizen
preparedness for acts of terrorism as well as manmade disasters.
Goal: Develop Disaster Pet Sheltering capabilities through equipment procurement, plans, and
Community Animal Response Team (CART) development.
Responsible Department: Emergency Management, Animal Control
Strategies:
1. Re- engage Roanoke Community Animal Response Team to support outreach, staffing,
registration, and care of animals during pet shelter activation.
Goal: Develop Disaster Family Assistance Center capabilities through planning, and volunteer
outreach and development, and exercise.
Responsible Departments: Emergency Management, Health Department
Strategies:
1. Develop Family Assistance Center Plan, Standard Operating Guidelines for Family
Assistance Center deployment, and identify staffing needs.
2. Identify personnel for staffing and develop guidelines that identify skill set, training, and
requirements.
RVAR Regional Hazard Mitigation Plan 244
Table 94: Citv of Roanoke Hazard Mitigation Projects
Project
Hazard
Benefit
Cost Estimate
Benefit -to-
Cost
Priority
Funding Partners
Implementation/
Lead Agency
Status
Proposed
Schedule
Mitigated
Reverse 911
All Hazards
Reduced loss of life
$50,000
High
High
FEMA, VDEM, Local
Local Government,
Online registration
Ongoing
Continuing to utilize
and property
Government
Emergency
portal available.
hazard response
through improved
Management
operations
warning system.
Structure acquisition
Flooding
Removal of
$50,000 per year
High
High
FEMA, VDEM, Local
Local government,
Ongoing; To date
Ongoing
Continuing to achieve
structures from flood
Government
Stormwater Utility
$6.3M has been
property protection
hazard areas;
spent to mitigate 118
measures. Created City
reduce repetitive
homes /structures
of Roanoke Flooding
loss, reduce loss of
hereby returning 41
Mitigation Program in
life and property.
acres to natural
2019.
oodplain open
space.
Acquisition of flood prone
Flooding
Removal of
Unknown
High
High
FEMA, VDEM, Local
Local government,
Ongoing; To date
Ongoing
Continuing to achieve
properties
households from
government
Stormwater Utility
$6.3M has been
property protection
flood hazard areas;
spent to mitigate 118
measures. Created City
reduce repetitive
homes /structures
of Roanoke Flooding
loss: reduce loss of
thereby returning 41
Mitigation Program in
ife and property
Acres to natural
2019.
loodplain open space
Public Education
All Hazards
Inform public about
$50,000
Medium
Medium
FEMA, VDEM, Local
Local government,
Ongoing — Direct
Ongoing, The
Advise property
hazards and
Government
Stormwater Utility,
mailer sent each year
first
owners, potential
mitigation options
Emergency
and Flooding
Preparathon
property owners, and
and NFIP
Management
Brochure inserted in
will be held in
visitors about hazards.
Roanoke Times each
August 2019.
ear.
Flood Hazard mapping
Flooding
Increased accuracy
$100,000
High
High
FEMA, VDEM
Local government,
Ongoing; Flood prone
Ongoing,
Work with
update / modernization
of flood maps and
Stormwater Utility,
roads and critical
Roanoke
organizations to
more effective
Planning Division
lacilities have been
River Flood
improve flood hazard
regulation and
mapped. Roanoke
Reduction
mapping. Look to
enforcement of
River Flood
LOMR in
develop flood models.
regulations
Reduction LOMR in
progress.
progress.
RVAR Regional Hazard Mitigation Plan 245
Additional Hazard related
All hazards
Increased accuracy
$100,000
High
Medium
USGS, NOAA, FEMA,
Local government,
Ongoing
Ongoing
Update City of
GIS layers / data
of hazard mitigation
VDEM,VDOT
Stormwater Utility,
Roanoke Real Estate
planning.
Department of
GIS to reflect flood
Technology
zones on FEMA Map
Center.
Participate in, and
Flooding
Reduction of future
$0
High
High
FEMA
Local government,
Ongoing
Ongoing
Reflect City Codes to
remain in good standing
flood damage
Stormwater Utility
match NFIP Standards.
with, the National Flood
through enforcement
Insurance Program
of floodplain
(NFIP)
ordinances and
availability of
discounted flood
insurance for
property owners.
Elevation Certificate
Flooding
Once the LOMR is
Unknown
Med
Med
Silver Jackets, VDEM,
Local government,
Pending LOMR and
Pending
Revised Elevation
Updates
updated as a result
FEMA
Stormwater Utility
FIRM updates
LOMR, FIRM,
Certificates with
of the Roanoke
and grant
updated Base Flood
River Flood
funding
Elevations
Reduction Project,
availability
new elevation
certificates along the
river corridor may be
needed.
Inundation Mapping
Flooding
City will be able to
Unknown
High
High
Silver Jackets, local
Stormwater Utility
Pending LOMR
Pending
Ability to provide road
understand what
governments
updates and Silver
LOMR
closures and needed
looding depths will
Jacket proposal
updates and
evacuation zones at
be based on RR
approval and funding.
Silver Jacket
certain gauges levels of
stream gauge
proposal
the Roanoke River.
heights.
approval and
funding.
Economic Valuation of
Flooding
Strategic
$60,000
High
High
DCR, VDEM, FEMA
Stormwater Utility
Pending funding.
Project may
Can inform mitigation
Floodplain
development
be broken
strategies and policy.
decision making will
into smaller
be improved.
components
over several
ears.
RVAR Regional Hazard Mitigation Plan 246
Resiliency Scorecard
All Hazards
Assessment of
unknown
High
High
DCR, VDEM, FEMA
Stormwater Utility
Pending funding.
Pending
Can inform mitigation
readiness and
funding.
strategies and policy.
specific areas of
vulnerability to
hazards and climate
change.
Urban GI Lab
Flooding
Bringing together
No Cost
High
High
Earth Economics
Stormwater Utility
Pending Application
May be
Increased knowledge
local partners to
Approval
incorporated
and stakeholder
increase capacity of
into or
engagement.
ocal green
combined
infrastructure
with
projects to bring
Economic
long -term water
Valuation
quality and flood
Study of the
reduction benefits.
floodplain.
Maintain an accurate
Flooding
Identification of
Unknown
High
High
FEMA, VDEM
Stormwater Utility,
Ongoing;
Ongoing;
Continue to update
database and map of
repetitive loss
VIDEM
annual
Repetitive Loss list.
repetitive loss properties
properties that
updates
should be mitigated
Participate in CRS
Flooding
Reduction in flood
$10,000
High
High
VDEM
Local government;
Participating
Ongoing,
Continue to work with
insurance rates;
Stormwater Utility
Community —
Class 6
departments in the City
reduction in flood
Currently Class 7
projected by
of Roanoke to achieve
loss
2021.
CRS credit.
Develop and maintain
Flooding
Available inventory
$10,000
Medium
Medium
FEMA, VDEM
Local government,
Completed
Ongoing,
Plan for emergency
an inventory of flood
of critical structures
Stormwater Utility,
updates as
services. Advise
prone critical facilities
that need additional
Emergency
needed
emergency response,
or unique protection
Management
citizens, and visitors.
from flooding.
Continue participation
Flooding
Updated flood
$15,000
High
High
FEMA, local
Local government
In progress
Ongoing
Property protection.
in FEMA's DFIRM
hazard mapping
government
program
Develop Family
All Hazards
Supporting
$0
High
Medium
City & private partner
City of Roanoke
Developed
Ongoing
Plan for emergency
Assistance Center Plan
government and
agencies
Emergency
response and
Standard Operating
private employers in
Management
protection to public
Guidelines for Family
Roanoke by
safety.
Assistance Center
developing SOGs to
deployment, and
implement Family
identify staffing needs
Assistance Center
RVAR Regional Hazard Mitigation Plan 247
Secure grants to
All Hazards
Supporting
$25,000
High
Medium
City /FEMA
Roanoke Valley
Implemented
Ongoing
Plan for emergency
purchase and maintain
spontaneous
(100%
governments
response and
Volunteer Management
volunteers in a
grant
protection to public
and Reception
disaster
funded)
safety.
capabilities
Standard Operating
All Hazards
Supporting
$0
High
Medium
City Emergency
City EM & Police
Developed
Ongoing
Plan for emergency
Guidelines for pet
spontaneous
Management
Department
response and
Volunteer Reception
volunteers in a
protection to public
deployment
disaster
safety.
Develop Disaster Pet
All Hazards
Supporting Pets in
$25,000
High
Medium
City Emergency
City EM & Police
Developed
Ongoing
Plan for emergency
Sheltering capabilities
Disaster by
(100%
Management
Department
response and
developing
grant
protection to public
Community Animal
funded)
safety.
Response Team
Upgrade / repairs to
Flooding
Reduce frequency
$140,000,000
High
High
FEMA, VDEM, Local
Local government
Ongoing
Ongoing
Preventative
storm water system
and impact of
government
maintenance.
flooding
Drainage System
Flooding
Clear debris and
$500,000
High
High
FEMA, VDEM, Local
Local government
Ongoing
Annually
Preventative
Maintenance
repair banks to
government
maintenance.
prevent backup,
erosion and flooding
of existing drainage
systems.
Stream Restorations
Flooding
Improved stream
Variable
High
High
VADEQ, potentially
Local government
Ongoing
Ongoing
Natural Resource
flow and sediment
$300,000 to $2
FEMA
based on
Protection
transport, reduction
million
Watershed
of stream bank
Master Plans
erosion, increase in
water quality
benefits
Update Regional
Flooding
Watershed /
$750,000
High
High
FEMA, Local
Local government
Not started, lack of
Unknown
Actively keeping flood
Storm Water
mitigation planning
government, PDC
funding
problems from getting
Management Master
and project
worse.
Plan
identification
RVAR Regional Hazard Mitigation Plan 248
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41557 - 091619.
A RESOLUTION supporting an application and authorizing the City Manager to submit
such application to the Virginia Department of Transportation (VDOT) Revenue Sharing
Program in the amount of $10,000,000 for FY 2021/2022 for certain projects; and authorizing
the City Manager to take certain actions in connection with such projects.
WHEREAS, the City of Roanoke desires to submit an application f6r an allocation of
funds up to $10,000,000 for any funds provided by VDOT for the projects referred to in the City
Council Agenda Report dated September 16, 2019, to this Council, and which will require the
City to provide matching funds of $10,000,000.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. The City Council hereby supports the application referred to herein and hereby
authorizes the City Manager to submit such application to VDOT for funds from VDOT's
Revenue Sharing Program for FY 2021/2022 in the amount of $10,000,000 for the following five
projects, as more particularly described and itemized in the City Council Agenda Report dated
September 16, 2019, with such application being approved as to form by the City Attorney:
a. City Wide Paving - $1,420,000.
b. Patterson Avenue Pedestrian Improvements - $900,000.
C. Streetscape - $750,000.
d. Wasena Bridge (Main Street- SR221) Replacement - $4,395,000.
e. Stormwater /Drainage Improvements - $2,535,000.
R -VDOT- Authorize Request VDOT Revenue Sharing Program Funds FY21 -22 (9.16.19) 1
The City acknowledges that the required local match is $10,000,000, as more particularly
described in the City Council Agenda Report dated September 16, 2019.
2. The City Manager is further authorized to take such further actions and execute such
further documents, approved as to form by the City Attorney, as may be necessary to submit the
above application and to furnish such additional information as may be required for such
application.
ATTEST:
City Clerk
R -VDOT- Authorize Request VDOT Revenue Sharing Program Funds FY21 -22 (9.16.19) 2
~ CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Authorizing Request for Virginia Department of Transportation
(VDOT) Revenue Sharing Funds (FY 2021 - 2022)
Background:
The Virginia Department of Transportation Revenue Sharing Program is
available to localities for FY 2021 and FY 2022. The Revenue Sharing Program
provides funding up to a maximum amount of $5 million for FY 2021 and $5
million for FY 2022. These funds require matching funds (50% State / 50%
City). The application cycle has changed from annual to every two years and the
maximum amount that can be applied for has been reduced from $10 million to
$5 million for each fiscal year.
Considerations:
For the FY 2021 and FY 2022 Revenue Sharing Program application, the City will
request up to $10,000,000 from VDOT, which will require a City match of
$10,000,000. Staff identified projects for which to request VDOT Revenue
Sharing Program funds. These projects are:
1. City Wide Paving - $1,420,000. City match will be provided by using
$1,420,000 from the annual paving program.
2. Patterson Avenue Pedestrian Improvements - $900,000. City match
will be provided by using $900,000 from planned issuance of FY 21
bonds for the curb, gutter and sidewalk program.
3. Streetscape - $750,000. City match will be provided by using
$750,000 from planned issuance of bonds for FY21 streetscape and
curb, gutter and sidewalk program.
4. Wasena Bridge (Main Street - SR221) Replacement - $4,395,000. City
match will be provided by using $4,395,000 from the planned
issuance of FY 22 bonds.
5. Stormwater /Drainage Improvements - $2,535,000. City match
funding will be provided from the City's planned FY 2021/F2022
capital project funds for the Neighborhood Storm Drain Program
through the planned issuance of bonds.
Summary Table
Local
State
Cit Wid�Pavinq
$1 ,420,000
$1.420,000
Patterson Avenue Pedestrian
$900,000
$900,000
Improvements
$750,000
$750,000
Streetsca e
Wasena Bridge (Main Street -
$4,395,000
$4,395,000
SR221) - Replacement
Hollins / Liberty Road
$275,000
$275,000
Draina a Im rovements
Florida Avenue Drainage
$150,000
$1 50,000
Im rovements
-
$554,000
$ 5 54,000
GLD02
Kermit /Clyde /Dunkirk
Draina a Improvements
Campbell Avenue 2 Drainage
$500,000
$500,000
Improvements
FPS 01 - Melrose Crossing
$800,000
$800,000
Downtown - 15S Street
$ 50,000
$ 50,000
Drainage Improvements
Rorer Ave
$80,000
$80,000
Downtown -
Draina a Improvements
Kirk Ave
$126,000
$126,000
Downtown -
Draina a Improvements
$10,000,000
$10,000,000
Total
Recommended Action:
Authorize the City Manager to submit an application to VDOT for VDOT's Local
Assistance Program requesting an aggregate $10,000,000 in Revenue Sharing
funds for FY 2021 - 2022 program years.
Authorize the City Manager to take such further actions and execute such
documents, approved as to form by the City Attorney, as necessary to submit
the above application and to furnish such additional information and /or
documents as m be required for such application.
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Amelia Merchant, Director of Finance
Robert K. Bengtson, P.E., Director of Public Works
Luke Pugh, P.E., City Engineer
Dwayne D'Ardenne, Stormwater Manager
MarkJamison, P.E., Transportation Manager
3
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41558 - 091619.
AN ORDINANCE authorizing the conveyance of a 15 -foot wide underground utility
easement across City -owned property located at River's Edge North, and designated as Tax Map
No. 1040202, to Appalachian Power Company ( "APCO "), a Virginia corporation, upon certain
terms and conditions; and dispensing with the second reading of this Ordinance by title.
WHEREAS, it is necessary for the City to convey APCO a utility easement to provide for
electric service to benefit the development and improvement of City owned property bearing
Official Tax Map No. 1040202; and
WHEREAS, pursuant to Section 15.2- 1800(B) Code of Virginia (1950) as amended, a
public hearing is not required for City Council to authorize the conveyance of site development
easements, or utility easements related to transportation projects, across public property,
including, but not limited to, easements for ingress, egress, utilities, cable, telecommunications,
storm water management, and other similar conveyances, that are consistent with the local
capital improvement program, involving improvement of property owned by the locality.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke that:
1. The City Manager and City Clerk are hereby authorized, for and on behalf of the
City, to execute and attest, respectively, the necessary documents providing for the conveyance
of a 15 -foot wide underground utility easement across City -owned property located at River's
Edge North and designated as Tax Map No. 1040202, to APCO, to provide electric service to
1
recent park improvements at River's Edge North, as more particularly set forth in the City
Council Agenda Report dated September 16, 2019 and the attachment to that report.
2. In accordance with the requirements of Section 15.2 -2100, the easement
authorized herein shall be limited to a term of forty years.
3. All documents necessary for this conveyance shall be in a form 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:
V4P-�OCit Clerk
2
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: Septemberl6, 2019
Subject: Request from Appalachian Power Company for a 15 foot
Underground Easement Across City -Owned Property Also
Known As Tax Map No. 1040202
Background:
Appalachian Power Company has requested a 15 foot underground easement
across City -owned property, designated as Roanoke Tax Map Number 1040202
and located at River's Edge North. The purpose of the easement is to provide
electric service to recent park improvements at River's Edge North. The
proposed Deed of Easement and Map are attached as Attachment #1.
Recommended Action:
Adopt the attached ordinance to authorize the City Manager to execute the
Deed of Easement as described above to Appalachian Power Company, which
easement shall be approved as to form by the City Attorney.
------- ------------------
Robert S. Cowell, .Jr.
City Manager
Attachment
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community
Development
Amelia C. Merchant, Director of Finance
Michael Clark, Director of Parks and Recreation
Cassandra L. Turner, Economic Development Specialist
EDGE
MAP NO. 3780 -278B 1
PROPERTY NO. 1
EAS NO.
W. O. NO. W003150801
JOB NO. 19100018
THIS DEED OF EASEMENT, made this of , 2019, by and between the CITY
OF ROANOKE, a municipal corporation existing under the laws of the Commonwealth of Virginia,
herein called "GRANTOR," and APPALACHIAN POWER COMPANY, a Virginia corporation,
herein called "APPALACHIAN" or "Grantee ".
WITNESSETH:
WHEREAS, Roanoke City Council authorized the conveyance of this Easement to Appalachian,
as "Grantee" as pursuant to Ordinance No. , adopted on
As conveyance of this Easement met the requirements of Section 15.2 -2100 of the Code of Virginia
(1950) as amended, no public hearing was required.
NOW THEREFORE, FOR AND IN CONSIDERATION of the sum of ONE DOLLAR
($1.00), or other good and valuable consideration from Appalachian, the receipt and sufficiency of which
hereby acknowledged, the GRANTOR hereby gives license and permit to APPALACHIAN, its
successors and assigns, and the right, privilege and authority to said APPALACHIAN, its successors and
assigns, to construct, erect, operate, and maintain a line or lines for the purpose of transmitting electric
power underground on the property of the City of Roanoke, further identified as Roanoke City Tax
Parcel number 4310101 in the City of Roanoke, Virginia.
THIS INSTRUMENT PREPARED BY AND UPON RECORDATION RETURN TO
APPALACHIAN POWER COMPANY, P.O. BOX 2021, ROANOKE VIRGINIA 24022-2121
Part
BEING a right of way and easement, 15 feet in width, Shown and Designated as "Rivers Edge
North on, along, through, across or over said lands for the purpose of providing service to the
CITY of ROANOKE Tax Parcel Number 1040202 as shown on that certain drawing entitled
"RIVERS EDGE NORTH" PROPOSED EASEMENT FOR THE BENEFIT Of
APPALACHIAN POWER COMPANY ", attached hereto and made a part hereof as Exhibit A;
herein after referred to as "premises ".
TOGETHER with the right to said APPALACHIAN, its successors and assigns, to construct,
erect, install, place, operate, maintain, inspect, repair, renew, remove, add to the number
of, and relocate at will, underground conduits, ducts, vaults, cables, wires, transformers, pedestals,
risers, pads, fixtures, and appurtenances (hereinafter called "Appalachian's Facilities "), in, on, along,
through, across and under the above referred to premises; the right to cut, trim, remove and/or otherwise
control, any trees, limbs or branches, of whatever size, or other obstructions that in Grantee's reasonable
judgment endanger or interfere with the safety or use of its facilities, both within and adjoining the right
of way and easement; the right of ingress and egress to and over said above referred to premises, and any
of the adjoining lands of the Grantors at any and all times, for the purpose of exercising and enjoying the
rights herein granted, and for doing anything necessary or useful or convenient in connection therewith.
Within the right of way and easement, Grantor shall not place any buildings, structures, debris, change the
level of the ground by excavation or mounding. Further provided, however, no rights conveyed herein
unto Grantee by this easement shall confer upon Grantee the right to construct, install, or place overhead
facilities, wires, cables, conduits, or other property of any kind, and Grantee agrees that it will not
construct, install, or place such property.
The term of this Easement shall be limited to forty (40) years, commencing from the date of this
Easement, in accordance with Section 15.2 -2100 (B) of the Code of Virginia (1950) as amended, after
which time this Easement shall expire and the interests conveyed to Grantee by this Easement will
automatically revert to Grantor. "Provided however, in the event the cell tower which the easement
conveyed herein serves ceases to be operational, or is removed prior to the expiration of such forty
year term, the easement shall automatically terminate and the rights conveyed herein shall revert
to the Grantor'.
APPALACHIAN agrees to restore and repair any damage to GRANTOR'S property that may be
caused by the construction, operation, or maintenance of said easement. The GRANTOR agrees that
APPALACHIAN will not be expected to restore the property to the identical original condition, but rather
as near thereto as is reasonably practicable.
In the event APPALACHIAN should remove all of said Appalachian's facilities from the lands
of the GRANTOR, then all of the rights, title and interest of the party of APPALACHIAN in the right
of way and license hereinabove granted, shall revert to the GRANTOR, its successors and assigns.
APPALACHIAN agrees to indemnify and save harmless the GRANTOR against any and all loss
or damage, accidents, or injuries, to persons or property, whether of the GRANTOR or any other person
or corporation, arising in any manner from the negligent construction, operations, or maintenance, or
failure to properly construct, operate, or maintain said Appalachian's facilities.
TO HAVE AND TO HOLD the same unto Appalachian Power Company, its successors and
assigns. Upon recordation of this agreement Appalachian accepts the terms and conditions contained
herein.
NOTICE TO LANDOWNER: You are conveying rights to a public service corporation. A public service
corporation may have the right to obtain some or all of these rights through exercise of eminent domain.
To the extent that any of the rights being conveyed are not subject to eminent domain, you have the right
to choose not to convey those rights and you could not be compelled to do so. You have the right to
negotiate compensation for any rights that you are voluntarily conveying.
Page 3
WITNESS the signature of the City of Roanoke by Robert S. Cowell Jr, its City Manager, and its
municipal seal hereto affixed and attested by Stephanie M. Moon, its City Clerk pursuant to Ordinance
No.
adopted on
CITY OF ROANOKE
Robert S. Cowell Jr., CITY MANAGER
ATTEST:
CITY CLERK
STATE OF VIRGINIA )
) TO -WIT:
CITY OF ROANOKE )
1, , a Notary Public in and for the City and Commonwealth At
Large, do certify that
and City Manager and City Clerk, respectively, of the City of Roanoke,
whose names as such are signed to the writing above, bearing date the day of
, 2019, have each acknowledged the same before me in my jurisdiction aforesaid.
Given under my hand this day of , 2019•
My Commission Expires:
Notary Public
Reg. No.
Approved as to Form: Approved as to Execution:
Assistant City Attorney
Page
Assistant City Attorney
Site No.: S- 015584
GRANTEE: APPALACHIAN POWER COMPANY,
a Virginia corporation
By:
Daniel J. Hines, Supervisor, GIS and
Easement Services of American Electric
Power Service Corporation, a New York
corporation, Authorized Signer for
Appalachian Power Company, a Virginia
Corporation
STATE OF OHIO
CITY /COUNTY OF Franklin , to -wit:
The foregoing Deed of Easement was acknowledged before me this day of
2019, by Daniel J. Hines, Supervisor, GIS and Easement Services of
American Electric Power Service Corporation, Authorized Signer for Appalachian Power
Company, on behalf of the corporation.
My commission expires:
Notary registration no.:
Notary Public
SEAL:
4--"'
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41559 - 091619.
AN ORDINANCE authorizing the City Manager to execute a new Parking Agreement between
the City and Carilion Clinic Properties, LLC, a non - profit Virginia limited liability company,
( "Carilion "); authorizing the City Manager to execute such other documents and take such further
action as may be necessary to implement, administer, and enforce such Agreement; establishing an
effective date; and dispensing with the second reading of this Ordinance by title
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 a Parking
Agreement between the City and Carilion dated November 1, 2019, for a term of five (5) years, which
Parking Agreement may be renewed for up to one five (5) year period upon mutual agreement of the
parties and subject to approval by City Council, that will initially provide three hundred ten (310)
unreserved parking permits to Carilion by November 1, 2019, for parking spaces in the City's Church
Avenue Parking Garage in accordance with certain terms and conditions as more fully set forth in the
City Council Agenda Report dated September 16, 2019.
2. The payment for these Permits shall be in conformity with the rates set forth in
Attachment B as attached to the Parking Agreement.
3. The new Parking Agreement will be substantially similar to the one attached to the above
mentioned City Council Agenda Report, and shall be approved as to form by the City Attorney.
4. The City Manager is further authorized to execute such other documents and take such
further action as may be necessary to implement, administer, and enforce such Parking Agreement, with
any such documents being approved as to form by the City Attorney.
5. Pursuant to Section 12 of the City Charter, the second reading of this ordinance by title is
hereby dispensed with.
6. This Ordinance shall be in full force and effect on and after November 1, 2019.
ATTEST:
O- Carilion Parking Agreement- Church Ave Garage (9.16.19).doc
�W)• n�f
City Clerk.
2
STATEMENT CONFLICT OF INTEREST
I, Djuna L. Osborne, state that I have a personal interest in Agenda
Section 7, Item 7.a.9, of the 2:00 p.m. Session of City Council on
September 16, 2019, regarding the Execution of a Parking Agreement
with Carilion Clinic Properties, LLC to acquire parking permits for use in
the City's downtown Park Roanoke parking system because Carilion
Clinic Properties, LLC is an affiliate of Carilion Roanoke Hospital and
my husband is an employee with Carilion Roanoke Hospital. My husband
has no interest in Carilion Clinic Properties, LLC and does not participate
in this entity.
Pursuant to Section 2.2 -3112 of the Code of Virginia, I will not
participate in this matter and I ask that the by Clerk accept this statement
and ask that it be made a part of the minutes of this meeting.
Witness the following signature made this 16th day of September, 2019.
-- (SEAL)
Osborne, Council Member
��na �. CW
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Carilion Parking Agreement
Background:
Carilion Clinic Properties, LLC ( Carilion), formerly Carilion Health System, has
had a parking agreement with the City of Roanoke since 1998. The current
parking agreement will expire on October 31, 2019. Carilion has requested to
enter into another parking agreement (Agreement) in order to acquire parking
permits for its use in the City's downtown Park Roanoke parking system.
Considerations:
Carilion wishes to maintain a minimum of three hundred ten (310) unreserved
parking permits for use in the City's Church Avenue Parking Garage located at
121 Church Avenue, S.W. The number of parking permits may be increased
based on future parking needs. The term of this Agreement will be five (5)
years commencing on November 1, 2019 under the terms and conditions
contained in the Agreement attached to this Report and its Attachment A and
Attachment B. The Agreement will expire on October 31, 2024, and is subject
to one (1) mutually agreeable renewal. The renewal is also subject to approval
by City Council. Pursuant to the terms of the proposed Agreement, the monthly
fee for each parking permit is set at $61.50 for year one and increases to
$65.00 in the second year, $68.50 in the third year, $72.00 in the fourth year,
and $75.00 in the fifth and final year of the Agreement.
Recommended Action:
Authorize the City Manager to execute the Agreement which includes
Attachment A and Attachment B between the City of Roanoke and Carilion Clinic
Properties, LLC for a period of five (5) years commencing on November 1, 2019,
through October 31, 2024, in a form substantially similar to the Agreement
attached to this Report, with such Agreement approved as to form by the City
Attorney.
Authorize the City Manager to take such further action and execute such
additional documents as may be necessary to implement, administer, and
enforce the Agreement, the form of any such documents or agreements to be
approved by the City Attorney.
Robert S. Cowell, fir.
City Manager
Attachment: Agreement and Attachments (A) and (B)
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community
Development
.Jaime Brooks, General Manager, Park Roanoke
2
DRAFT 8`5'2019
CARILLON PARKING AGREEMENT
This Parking Agreement ( "Agreement ") is dated 2019, and is between the
City of Roanoke, Virginia, a Virginia municipal corporation, ( "City "), and Carilion Clinic
Properties, LLC, a non - profit Virginia limited liability company ( "Carilion ").
RECITALS:
WHEREAS, Carilion has had a parking agreement with the City of Roanoke since 1998, which
parking agreement will terminate October 31, 2019;
WHEREAS, the City owns and operates a public parking system in downtown Roanoke under
the name of PARK Roanoke, which provides parking permits to the public;
WHEREAS, Carilion has requested to enter into another parking agreement with the City
wherein the City would provide parking permits to Carilion in order to provide parking to
Carilion;
WHEREAS, Carilion has agreed to obtain a minimum of three hundred ten (310) parking
permits in the Church Avenue Parking Garage located at 121 Church Avenue, S.W., Roanoke,
Virginia ( "Church Avenue Garage "); and
WHEREAS, the City is agreeable to provide Carilion with a minimum of three hundred ten (3 10)
unreserved parking permits based on the terms and provisions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions
set forth herein, the parties agree that the above recitals are incorporated herein and made a part
of this Agreement and they further agree as follows:
SECTION 1. NO BAILMENT.
This is an Agreement with respect to the purchase of parking permits and no bailment is created,
intended, or implied by this Agreement.
SECTION 2. GRANT OF PARKING PERMITS.
The City hereby grants to Carilion the right to obtain and use a minimum of three hundred ten
(3 10) unreserved parking permits ( "Permits ") for use in the Church Avenue Garage, during
normal business days and hours. Such Pen-nits will be provided for spaces designated by the City
in the Church Avenue Garage based upon the terms and conditions of this Agreement and the
terms of the Monthly Parking Permit Application as set forth in Attachment A to this Agreement
or as such terms may be amended by the City. Carilion agrees and acknowledges that the
Permits that it obtains under this Agreement do not provide any right or interest in any specific
parking space within the garage for which the Permit is issued. Each of the Permits only
provides the right to park a vehicle in the garage for which each of the Permits is issued.
DRAFT 8 -'5 2019
SECTION 3. PARKING PERMITS.
A. The Permits in the Church Avenue Garage shall only be for use in the Church Avenue
Garage.
B. Each of the Permits shall be subject to all applicable rules and regulations as they appear
in the Monthly Parking Permit Application ( "Rules and Regulations "). The City and
Carillon agree that the Rules and Regulations applicable to these Permits, or as amended
by the City, are not unreasonable and City further agrees to make Carilion aware of the
Rules and Regulations applicable to the Permits or any subsequent amendments to these
Rules and Regulations during the term of this Agreement. Carilion agrees that it shall be
responsible for the users' compliance with Rules and Regulations. The City and its
Parking Management Company are not responsible for any items left in any vehicle or for
any damage to the vehicle, and such other Rules and Regulations as may be applicable to
other users of the Church Avenue Garage, Such Rules and Regulations are subject to
being amended and or changed by the City at the City's discretion.
SECTION 4. TERM.
The term of this Agreement shall be for a period of five (5) years, commencing on November 1,
2019, through October 31, 2024, unless sooner terminated as provided for in this Agreement or
in accordance with the law.
Carilion may terminate this Agreement at any time by Carilion giving the City 90 days written
notice of termination.
SECTION 5. COST OF PARKING PERMITS.
A. During the term of this Agreement, Carilion agrees to purchase from the City a minimum
of three hundred ten (3 10) Permits per month at the rates set forth in Attachment B as
attached to this Agreement ( "Rates "). The payment for these Permits shall be in
conformity with the Rules and Regulations. Payment is due to the City or personnel
serving under contract with the City by the fifth calendar day of each month and shall be
paid in one check made payable to "Park Roanoke," P.O. Box 83, Roanoke, Virginia
24012 or at such other address and or other payee as City may designate in writing to
Carilion. Any past due payments shall be subject to a 5 0o penalty per month until the full
amount is paid to the City, with any payments being applied first to any interest due.
B. Carilion may desire to obtain Permits in excess of the three hundred ten (3 10) set forth in
this Agreement. Such Permits may be obtained from the City subject to availability as
determined by the City and in such City parking locations specified by the City at rates
established in this Agreement and subject to all the terms of this Agreement.
C. Carilion agrees to maintain a minimum number of three hundred ten (3 10) Permits as set
forth in the Agreement. Carilion agrees to pay the City for 310 Permits even in the event
DRAFT 8 5'2019
that the number of Carilion parkers falls below the 310 minimum number of Permits
required in this Agreement.
D. During the term of this Agreement, the City agrees that no individual or entity seeking
more than one hundred (100) parking permits in the Church Avenue Garage may be
offered a monthly unreserved parking pennit rate lower than that set out in this
Agreement with Carilion. Permits sought and obtained in the Church Avenue Garage
exclusively for use of residents living in dwelling units located in downtown Roanoke are
excluded from this provision.
SECTION 6. MATTERS BEYOND THE CONTROL OF THE CITY.
The City shall have no liability of any type to Carilion, for any failure to provide parking spaces
for any of the Permits it provides under this Agreement that may be due to causes beyond the
City's control, including, but not limited to, accidents, acts of God, whether failure of equipment,
strikes, lockouts, damage to the parking facility, or any orders or regulations of any federal, state,
or local government body.
SECTION 7. RENEWAL OF PARKING AGREEMENT.
This Agreement may be renewed for up to one additional five -year period, subject solely to the
mutual agreement of the parties. If either party wants to renew the Agreement that party shall
give a written request to renew to the other party at least one hundred twenty (120) days prior to
the expiration of the original term or the renewal term of the Agreement. The party receiving
such request shall either accept or reject in writing such request within thirty (30) days of receipt
of that request, provided, however, if the party receiving the request to renew fails to respond
within thirty (30) days, the request to renew shall be deemed to be rejected, unless the parties
mutually agree otherwise. The renewal shall be in effect only upon the mutual written agreement
of the parties and approval by City Council.
All terms and conditions shall remain in force for the term of this Agreement and for any
renewal period unless modified by mutual agreement of both parties.
SECTION 8. ASSIGNMENT.
Carilion agrees that the Permits purchased under this Agreement are for Carilion's normal
business activities and are not transferable or assignable to other entities or individuals by
Carilion without the written consent of the City Manager.
SECTION 9. DEFAULT BY CARILION, REMEDIES.
A. Each of the following shall constitute a default hereunder by Carilion (each of the following events
is hereinafter referred to as "Default "):
The failure or refusal by Carilion to make any payment due to the City hereunder within
thirty (30) days after written notice of nonpayment is given by the City to Carilion.
3
DRAFT 8 `5'2019
2. The failure or refusal by Carilion to perform any of its other covenants or obligations
hereunder within sixty (60) days after written notice of nonperformance is given by the City
to Carilion; provided, however, that if such failure to perform cannot reasonably be cured
within sixty (60) days, Carilion shall not be in default if it commences within sixty (60) days
steps reasonably calculated to cure the nonperformance and in good faith pursues those steps
diligently and in good faith to completion.
B. Upon the occurrence of a Default as set forth in Section 9 (A), the City may immediately terminate
this Agreement by written notice to Carilion. In addition to this right to terminate this Agreement,
the City may also in the event of a default by Carilion hereunder exercise any and all other rights and
remedies available to the City at law or in equity, including without limitation the recovery of any
and all monetary damages that the City has suffered as a result of such default.
SECTION 10. LIMITATION OF LIABILITY OF THE CITY.
In the event of any default, non - performance, or breach of any of the terms or conditions of this
Agreement by the City, Carilion agrees that the City's liability hereunder shall be limited to a
prorated repayment of monies paid by Carilion to the City or a deduction from any payment due
from Carilion to the City for any Permits that are not able to be used due to such default,
nonperformance, or breach for the period of time of such inability to use such Permits.
SECTION 11. HOLD HARMLESS AND INDEMNITY.
Carilion shall indemnify and hold harmless the City and its 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 Carilion's or
its employees, agents, or subcontractors actions, activities, or omissions, negligent or otherwise,
on or near the City's property or arising in any way out of or resulting from any of the work or
items to be provided under this 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. Carilion agrees to and shall protect, indemnify, and
hold harmless all the parties referred to above from any and all demands for fees, claims, suits,
actions, causes of action, settlement or judgments based on the alleged or actual infringement or
violation of any copyright, trademark, patent, invention, article, arrangement, or other apparatus
that may be used in the performance of this Agreement.
SECTION 12. REPORTS AND RECORDS.
The City agrees to maintain all books, records, and other documents relating to this Agreement
in accordance with Code of Virginia § 42.1 -85, the Library of Virginia records retention and
disposition schedules, and the City's Records Management Policy.
SECTION 13. NONWAIVER.
Each party agrees that any party's waiver or failure to enforce or require performance of any
4
DRAFT 8 5'2019
term or condition of this Agreement or any party's waiver of any particular breach of this
Agreement by the other party extends to that instance only. Such waiver or failure is not and
shall not be a waiver of any of the terms or conditions of this Agreement or a waiver of any other
breaches of this Agreement by any party and does not bar the non - defaulting party from
requiring the defaulting party to comply with all the terms and conditions of the Agreement and
does not bar the non- defaulting party from asserting any and all rights and: or remedies it has or
might have against the defaulting party under this Agreement or by law.
SECTION 14. CHOICE OF LAW AND FORUM SELECTION.
This Agreement shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Virginia, without application of Virginia's conflict of law provisions. Venue
for any litigation, suits, and claims arising from or connected with this Agreement shall only be
proper in the Roanoke City Circuit Court, or in the Roanoke City General District Court if the
amount in controversy is within the jurisdictional limit of such court, and all parties to this
Agreement voluntarily submit themselves to the jurisdiction and venue of such courts, regardless
of the actual location of such parties. The provisions of this Agreement shall not be construed in
favor of or against either party, but shall be construed according to their fair meaning as if both
parties jointly prepared this Agreement.
SECTION 15. SEVERABILITY.
If any provision of this Agreement, or the application of any provision hereof to a particular
entity or circumstance, shall be held to be invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions of this Agreement shall not be affected and all other terms
and conditions of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
SECTION 16. FAITH BASED ORGANIZATIONS.
Pursuant to Virginia Code Section 2.2- 4343.1 be advised that the City does not discriminate
against faith -based organizations.
SECTION 17. SUCCESSORS AND ASSIGNS.
The terms, conditions, provisions, and undertakings of this Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and their respective successors and assigns.
SECTION 18. HEADINGS.
The captions and headings in this Agreement are for convenience and reference purposes only
and shall not affect in any way the meaning and interpretation of this Agreement.
P
DRAFT 8 5 2019
SECTION 19. COUNTERPART COPIES.
This Agreement may be executed in any number of counterpart copies, each of which shall be
deemed an original, but all of which together shall constitute a single instrument.
SECTION 20. AUTHORITY TO SIGN.
The persons who have executed this Agreement represent and warrant that they are duly
authorized to execute this Agreement on behalf of the party for whom they are signing.
SECTION 21. NOTICES.
All notices must be given in writing and shall be considered validly given if sent by certified
mail, return receipt requested, or by a nationally recognized overnight courier, with a receipt,
addressed as follows (or any other address that the party to be notified may have designated to
the sender by like notice):
If to the City: City of Roanoke
City Manager
364 Noel C. Taylor Municipal Building
215 Church Avenue, S.W.
Roanoke, VA 24011
Facsimile: (540) 853 -1138
With a copy to: General Manager, Park Roanoke
117 Church Avenue, S.W.
Roanoke, VA 24011
Facsimile: (540) 342 -6447
If to Carilion: Carilion Clinic
Attn:
P.O. Box 13727
Roanoke VA 24036 -3726
With a copy to: Carilion Clinic Legal Department
213 Jefferson Street, Suite 1600
Roanoke VA 24011
Facsimile: 540- 985 -4948
Notices shall be deemed to be effective one day after sending if sent by overnight courier or
three (3) days after sending it by certified mail, return receipt requested.
SECTION 22. NONDISCRIMINATION.
A. During the performance of this Agreement, Carilion agrees as follows:
Z
DRAFT 8 5'2019
i. Carilion will not discriminate against any employee or applicant for employment
because of race, religion, color, sex, national origin, age, disability, or any other
basis prohibited by state law relating to discrimination in employment, except
where there is a bona fide occupational qualification reasonably necessary to the
normal operation of Carilion. Carilion agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the
provisions of this nondiscrimination clause if Carilion desires to hire any
employees.
ii. Carilion in all solicitations or advertisements for employees placed by or on
behalf of Carilion will state that Carilion is an equal opportunity employer.
iii. Notices, advertisements and solicitations placed in accordance with federal law,
rule or regulation shall be deemed sufficient for the purpose of meeting the
requirements of this section.
B. Carilion will include the provisions of the foregoing Section A (i, ii, and iii) in every
subcontract or purchase order of over $10,000, so that the provisions will be binding
upon each subcontractor or vendor.
SECTION 23. DRUG -FREE WORKPLACE.
A. During the performance of this Agreement, Carilion agrees to (i) provide a drug -free
workplace for Carilion's employees; (ii) post in conspicuous places, available to
employees and applicants for employment, a statement notifying employees that the
unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled
substance or marijuana is prohibited in the workplace and specifying the actions that will
be taken against employees for violations of such prohibition; (iii) state in all solicitations
or advertisements for employees placed by or on behalf of Carilion that Carilion
maintains a drug -free workplace; and (iv) include the provisions of the foregoing clauses
in every subcontract or purchase order of over $10,000, so that the provisions will be
binding upon each subcontractor or vendor.
B. For the purposes of this section, "drug -free workplace" means a site for the performance
of work done in connection with a specific contract awarded to a contractor, the
employees of whom are prohibited from engaging in the unlawful manufacture, sale,
distribution, dispensation, possession, or use of any controlled substance or marijuana
during the performance of the contract.
SECTION 24. RELOCATION OF PARKING SPACES FROM THE CHURCH AVENUE
GARAGE.
If any construction, maintenance, repairs, other work, or other matters take place at the Church
Avenue Garage that requires a temporary relocation of any of the spaces designated for the
Permits provided to Carilion, the City may, on ten (10 ) days written notice (except in the case of
an emergency in which no notice is required) to Carilion, temporarily relocate any of the
DRAFT 8.5'2019
designated spaces or may redesignate the parking spaces to be used by the Permits to another
City owned and: or controlled Parking Facility until such construction and'or other work has been
completed. Such relocation will be to another location in the Church Avenue Garage or to a City
Parking Facility mutually agreeable to the City and Carilion, such agreement not to be
unreasonably withheld.
SECTION 25. RIGHTS CUMULATIVE.
All rights, powers, and privileges conferred hereunder on the City to enforce this Agreement
shall be cumulative, and not restricted to those given by law.
SECTION_ 26. COMPLIANCE WITH LAWS AND REGULATIONS, AND
IMMIGRATION LAW.
Carilion agrees to and will comply with all applicable federal, state, and local laws, ordinances,
and regulations, including, but not limited to all applicable licensing requirements,
environmental regulations, and OSHA regulations. Carilion further agrees that Carilion does
not, and shall not, during the performance of its Agreement, knowingly employ an unauthorized
alien as defined in the Federal Immigration Reform & Control Act of 1986.
SECTION 27. COMPLIANCE WITH STATE LAW, FOREIGN AND DOMESTIC
BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE
COMMONWEALTH OF VIRGINIA.
Carilion shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended,
which provides that a contractor organized as a stock or non -stock corporation, limited liability
company, business trust, or limited partnership or registered as a registered limited liability
partnership shall be authorized to transact business in the Commonwealth as a domestic or
foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law.
Carilion shall not allow its existence to lapse or its certificate of authority or registration to
transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked
or cancelled at any time during the term of the contract or agreement. The City may void this
Agreement if the Carilion fails to remain in compliance with the provisions of this section.
SECTION 28. ENTIRE AGREEMENT.
This Agreement, including any attachments, exhibits, and referenced documents, constitutes the
complete understanding between the parties. This Agreement may be modified only by written
agreement properly executed by the parties.
SIGNATURE PAGE TO FOLLOW
DRAFT 8'5 2019
IN WITNESS WHEREOF, the parties hereto have signed this Agreement by their authorized
representatives.
WITNESS: CARILION CLINIC PROPERTIES, LLC
Printed Name and Title
(SEAL)
WITNESS:
Printed Name and Title
Approved as to fonn:
City Attorney
Approved as to Execution:
City Attorney
Authorized by Ordinance No.
Printed Name and Title
CITY OF ROANOKE, VIRGINIA
BY _
Robert S. Cowell, Jr., City Manager
9
ATTACHMENT A
U���U� Roanoke
m—��mmm� mx���������
P.O. Box 88. Roanoke, VA240O2
117 Church Axe, SW, Roanoke, VA 24011
/54O\34@-OS85'(54U) 84Q'G447FAX
Email: PARK oke.conn
ROANOKE www.PARKRoanoke.com Rev. 7.1.2017
MONTHLY PARKING PERMIT APPLICATION & AGREEMENT
Start
Accountholder's wwma_— 8nnial800uhty
Drivers License Home
Billing Address:
ohy: State:-- Zip Cvdn:
Ema Aduneu:___ Cellular Telephone:
Parker's Namw (If uifforen from above noma):______
YohicloMakwmxcdwVCWor- -___ License Plate:
VehicloMake/Modol/Color. -�� License��
Employer smpmvn,Telopxvme:_______
For the purposes of this koati and agreement, the terms accountholder, parker, person
are interchangeable and have the same meaning aou person urentity. Further, the terms permit, hangtag. and key
card are also interchangeable. Upon acceptance of this application ondag,mnmmnt.mpomnit for parking io
established through the issuance nfohmngtogoro key card.
Payments are due and must be received by the 51h of every month. Accounts for which PARK Roanoke receives
payment after the 5th of the month will bm subject hua$10.0O late fee per permit or access key card. Failure tnpay
by the 15th of the month will cause key cards to be deactivated and a reactivation fee of $15.00 will apply. Checks
returned for insufficient funds will be charged a $35.00 per return item fee, in addition to the $10.00 late fee.
|f your parking permit mr space imnulongornoadwd.not/ficmdunmumtbeoubmittadtothePARNRoonokwohine.in
writing, by 5 pnmom the last business day mf the month prior mmthe first day xf the effective month. |(written
notice im not received by PARK Roanoke by 5 pm on the last business day of the month, you will be liable for parking
charges for the following month. if PARK Roanoke does not receive a written notice to cancel the permit, you will
continue twbm charged for monthly parking thereafter.
A$1uon key card deposit will bm charged the first month for each key card at account set-up. The key card deposit
shall be refundable within 30 days of cancellation of the Monthly Parking Permit provided the account is paid in full,
the key card is returned and written notice of parking termination is received by the PARK Roanoke off ice prior to the
15th of the month prior to termination. If the 15 business day advance written notice is not made, then the account
Application for each garage or lot is subject to availability and it is at PARK Roanoke's sole determination whether
such permits are available for the requested garage orlot. |f PARK Roanoke determines that permits are not
available for a particular garage or lot location, then no permits will be issued for that garage or lot,
Credit |snot allowed and charges are not prorated for vacations, illnesses, early cancellations or other contingencies.
Monthly permits are non-transferrable tn another parker, resident mrcompany. New parkem may bw selected from a
waiting list.
PARK Roanoke reserves the right tu terminate any o, all monthly permits and key cards immediately for good and
just cause and without incurring liability of any type to the undersigned parker,
ATTACHMENT A
Rates are subject to change at any time by the posting of rates in the garage or on the lot or other means of
notification,
_ Any vehicle parked in a PARK Roanoke garage or lot without a current hangtag displayed on the rear view mirror
facing outward will be subject to towing, ticketing, or booting at the owner's expense without notice. Garages with
key card access where hangtags are not issued are exempt from this requirement.
There is a $10.00 non - refundable charge for replacement of any lost, stolen or damaged hangtag or access key card.
Only vehicles identified on this application for reserved parking are permitted to park in spaces designated as
"reserved parking. Ali other vehicles parked in reserved spaces are subject to towing, ticketing, or booting at the
owner's expense. Reserved parking spaces are valid only from 6:00 a.m, to 6:00 p.m. Monday through Friday,
excluding holidays.
Reserved space parkers must park in their designated reserved parking space from 6:00 a.m. to 6:00 p.m., Monday
through Friday, excluding holidays. All violators are subject to towing, ticketing, or booting at the owners expense.
Unreserved monthly parking spaces are guaranteed to be available only from 6:00 a.m. to 6:00 p.m., Monday through
Friday, excluding holidays.
Monthly parkers are prohibited from parking in areas designated as -daily parking only." All violators are subject to
towing, ticketing, or booting at the owners expense.
Long term storage of vehicles is not permitted in any PARK Roanoke facility without express written permission from
PARK Roanoke. Vehicle License Plates and Registration must remain up -to -date at all times. Virginia requires that
all vehicles be registered within 30 days. Abandoned vehicles will be towed at the owner's expense. Vehicle
maintenance, oil changes, car washing, etc. are expressly prohibited.
Each permit is valid for one vehicle in the designated parking garage or lot, at a time. Sharing of access key cards
and/or hangtags is strictly prohibited and will result in the suspension and /or revocation of parking privileges.
The undersigned parker understands that all PARK Roanoke and City owned garages and lots are "Non- Smoking,"
PARK Roanoke, City of Roanoke, and Lancor Parking LLC, and their employees, agents, and representatives are not
and shall not be responsible for any theft or damage to individuals, vehicles or property while in any garage or on any
lot. No bailment of any type is hereby created. To reduce the chance of theft or damage, please place your personal
items out of sight, lock your doors, and avoid parking in garages and /or lots alone after normal business hours. All
parkers park at their own risk at all times and assume the risk of any injuries and damages.
The undersigned parker agrees to be responsible for any towing charges for any vehicle covered by or using the
parking permit or access key card. Parking privileges are valid for only one space, The undersigned parker further
agrees to pay for any ticketing and/or booting charges that may be issued for any vehicles covered by the parking
permit or access key card. Vehicles may receive citations for storage, double parking, parking in a reserved space,
and parking on a daily level, etc.. Vehicles must park within marked spaces and those taking up more than one
space may be subject to ticketing. Such ticketing, booting, and /or boot removal charges may be set by the City
Manager from time to time.
The PARK Roanoke manager shall enforce this Agreement in the City of Roanoke ( "City ") owned and /or operated
parking garages and lots. The City Manager may take such further actions and/or adopt policies and procedures to
implement, administer, and enforce this Agreement. The undersigned parker agrees to comply with any such policies
and procedures, a copy of which will be provided to the undersigned parker by regular mail or by email.
I CERTIFY THAT I HAVE READ AND FULLY UNDERSTAND AND AGREE TO THE TERMS, QUALIFICATIONS AND CONDITIONS
ABOVE AND TO PAY THE POSTED RATE. I HAVE BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS AND TO HAVE
THEM ANSWERED BY A PARK ROANOKE REPRESENTATIVE.
Accountholder's Signature: _ _ _ Date:
Parker's Signature (If different from above):
Date:
Witnessed or Received by:_ . Date:
ATTACHMENT B
to Parking Agreement between
City of Roanoke and Carilion Clinic Properties, LLC
Cost of Parking Permits
G
TIME PERIOD COST PER PARKING PERMIT PER
i MONTH
Year 1 1$61.50
Year 2 [ $65.00
Year 3 $68.50
Year 4 $72.00
Year 5 1$75.00
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41560 - 091619.
AN ORDINANCE authorizing the City Manager to execute Amendment No. 1 to the
Contract for Purchase and Sale of Real Property, dated May 22, 2019, (the "Contract ") between
the City of Roanoke, Virginia (the "City "), and Roanoke Regional Airport Commission ( "Buyer "),
to sell to the Buyer certain real property located at 5550 and 5540 Precision Circle, N.W., Roanoke,
Virginia, consisting of 3.02 acres, together with all improvements thereon consisting of City -
owned property designated as Official Tax Map Nos. 6640123 and 6640124 (the "Property "), to
amend certain terms of the Contract to extend the Feasibility Period, as defined in the Contract,
and the Closing Date, as defined in the Contract; authorizing the City Manager to execute such
further documents and take such further actions as may be necessary to accomplish the above
matters; and dispensing with the second reading of this Ordinance by title.
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41453- 052019,
adopted on May 20, 2019, in which Council approved the terms of a Contract between the City
and the Buyer, pursuant to which Contract the City agreed to sell City -owned property located at
5550 and 5540 Precision Circle, N.W., Roanoke, Virginia, consisting of 3.02 acres, together with
all improvements thereon consisting of City -owned property designated as Official Tax Map Nos.
6640123 and 6640124;
WHEREAS, the City and Buyer executed the Contract dated May 22, 2019;
WHEREAS, under the terms of the Contract, the Feasibility Period was to expire
September 18, 2019 and the Closing Date was to have occurred on or before December 31, 2019;
WHEREAS, Buyer has requested an extension of the Feasibility Period, as defined in the
Contract, and the Closing Date, as defined in the Contract, to complete its due diligence and
inspections; and
WHEREAS, Buyer and Seller desire to amend the Contract to address these matters in
accordance with the terms of this Amendment No. 1.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
City Council hereby approves the terms of Amendment No. 1 to the Contract as set
forth in the City Council Agenda Report dated September 16, 2019, which Amendment No. 1
amends the Contract approved by City Council by Ordinance No. 41453- 052019, adopted on May
20, 2019, and provides for certain undertakings and obligations by the Buyer and City.
2. The City Manager is hereby authorized on behalf of the City to execute Amendment
No. 1 to the Contract, to amend certain terms of the Contract to extend the Feasibility Period to
complete a feasibility study to December 19, 2019, to extend the Closing Date to prior to March
31, 2020, all as set forth in the aforementioned City Council Agenda Report. Amendment No. 1
to the Contract is to be substantially similar to the Amendment No. 1 attached to the Agenda
Report.
3. The City Manager is further authorized on behalf of the City to negotiate and
execute such further documents and take such further actions related to this matter and as may be
necessary to implement, administer, and enforce the conditions and obligations that must be met
by the Buyer pursuant to the Contract and Amendment No. 1.
4. The form of the documents referred to above and in the Agenda Report are to be
approved by the City Attorney.
5. Pursuant to the provisions of Section 12 of the City Charter, the second reading of
this Ordinance by title is hereby dispensed with.
ATTEST:
City Clerk.
2
o
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Amendment No. 1 to Contract with Roanoke Regional Airport
Commission to Complete Feasibility Study for the Sale of City-
owned Property which Houses the Hertz Maintenance Center and
the Former Budget Car Rental Center
Background:
The City of Roanoke has a Contract for Purchase and Sale of Real Property dated
May 22, 2019, to sell approximately 3.02 acres of land which houses the Hertz
Maintenance Center located at 5550 Precision Circle, N.W., Official Tax Map
Number 6640123, and the former Budget Car Rental site located at 5540
Precision Circle, N.W., Official Tax Map Number 6640124, (collectively, the
"Property ") to the Roanoke Regional Airport Commission ( "Buyer "). The Buyer is in
the process of having a Feasibility Study completed and the Expiration date for
that work to be completed in the current contract is September 19, 2019. The
Buyer has requested an extension of the Feasibility Period to December 19, 2019,
and the Closing Date to March 31, 2020, to complete its due diligence and
inspections.
Recommended Action:
Approve Amendment No. 1 to the Contract, authorize the City Manager to
execute Amendment No. 1 to the Contract, and authorize the City Manager to
take such actions and to execute such documents, as may be necessary to
provide for the implementation, of such amendment to the above mentioned
Contract with Roanoke Regional Airport Commission. All documents are
subject to the approval as to form by the City Attorney.
---------------------------------
Robert S. Cowell, Jr.
City Manager
Attachment: Amendment No. 1
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community
Development
Rob Ledger, Director, Economic Development
Amelia C. Merchant, Director of Finance
Cassandra L. Turner, Economic Development Specialist
Laura M. Carini, Assistant City Attorney
F
AMENDMENT NO. 1
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
DATED MAY 22, 2019, BETWEEN
CITY OF ROANOKE, VIRGINIA AND
ROANOKE REGIONAL AIRPORT COMMISSION
This Amendment No. 1 to the Contract for Purchase and Sale of Real Property dated May
22, 2019, between the City of Roanoke, Virginia, a Virginia municipal corporation ( "Seller" or
"City "), and Roanoke Regional Airport Commission ( "Buyer ") ( "Amendment No. 1 ") is made
this day of September, 2019, between Seller and Buyer.
RECITALS:
A. Seller and Buyer entered into a Contract for Purchase and Sale of Real Property
dated May 22, 2019 ( "Contract') under which Contract Seller agreed to sell, and Buyer agreed
to purchase, the Property as defined therein together with other considerations.
B. Under the terms of the Contract, the Feasibility Period expires September 19,
2019, and the Closing Date is on or before December 31, 2019.
C. Buyer has requested an extension of the Feasibility Period, as defined in the
Contract, and the Closing Date, as defined in the Contract, to complete its due diligence and
inspections.
D. Buyer and Seller desire to amend the Contract to address these matters in
accordance with the terms of this Amendment No. 1.
NOW, THEREFORE, based upon the mutual covenants and agreements set forth in the
Recitals, which are incorporated as a part of this Amendment No. 1, and for other good and
valuable consideration, the sufficiency of which the parties acknowledge, Seller and Buyer agree
as follows:
Amendments to Contract.
Seller and Buyer hereby amend the Contract as follows:
A. SECTION 3.D.
1. The first sentence of Section 3.D is amended by deleting the
first sentence as it appears in the Contract and replacing it with the
following:
Buyer shall have until December 19, 2019, as a Feasibility Period
(Feasibility Period) during which Buyer shall have the right to
enter the Property to investigate all aspects of the Property to
1
make such marketing, financial, surveying, architectural,
engineering, topographical, geological, soil, subsurface,
environmental, water drainage, and traffic studies and any other
audits, investigations, inspection, evaluations, studies, tests,
borings, and measurements as Buyer deems necessary or
advisable to determine whether there exist any issues with that
would prevent Buyer's intended use of the Property.
B. SECTION 11.0 TITLE AND CLOSING.
1. Section II.C. is amended by deleting the date of December 31,
2019, and inserting March 31, 2020, in its place.
2. Entire Agreement.
The Contract, as amended by this Amendment No. 1 constitutes the entire
agreement between the parties. The Contract, as amended by this Amendment No.I remains in
full force and effect.
SIGNATURES APPEAR ON FOLLOWING PAGES
2
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment No. I by their
authorized representatives effective as of the date first above written.
WITNESS:
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE, to -wit:
CITY OF ROANOKE, VIRGINIA
Robert S. Cowell, Jr., City Manager
The foregoing instrument was acknowledged before me this day of September 2019, by
Robert S. Cowell, Jr., City Manager for the City of Roanoke, Virginia, a Virginia Municipal
Corporation, for and on behalf of said municipal corporation.
My commission expires:
SEAL
Approved as to Form:
Assistant City Attorney
Authorized by Ordinance No.
Notary Public
Approved as to Execution:
Assistant City Attorney
WITNESS /ATTEST: ROANOKE REGIONAL AIRPORT COMMISSION
Tim Bradshaw, Executive Director
Printed Name
COMMONWEALTH OF VIRGINIA
CITY /COUNTY OF ROANOKE, to -wit:
The foregoing instrument was acknowledged before me this _day of , 2019, by Tim
Bradshaw, Executive Director, Roanoke Regional Airport Commission, a body corporate, for
and on behalf of such entity.
My commission expires:
Notary Public
SEAL
11
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41561 - 091619.
AN ORDINANCE authorizing the City Manager to execute Amendment No. 3 to the
Contract for Purchase and Sale of Real Property, dated June 19, 2018 (the "Contract ") between
the City of Roanoke, Virginia (the "City "), and Old School Partners II, LLC, a Virginia limited
liability company ( "Buyer "), to sell to the Buyer certain real property located at 13 Church
Avenue, S.E., consisting of approximately 0.2037 acres, together with all improvements thereon
consisting of Historic Fire Station No. 1 ( "Building "), designated as Official Tax Map No.
4011706 (the "Property "), for the development of the Property and Building by Buyer to include
some combination of retail, light manufacturing (workshop, maker space, studio), and hospitality
uses limited to hotel rooms, a tasting room, and Live Entertainment ( "Project "), to amend certain
terms of the Contract to extend the Closing Date, as defined in the Contract; reordaining
Ordinance No. 41176- 061818, adopted on June 18, 2018, Ordinance No. 41338 - 121718, adopted
on December 17, 2018, and Ordinance No. 41422 - 041519, adopted April 15, 2019, only to the
extent not inconsistent with this Ordinance; authorizing the City Manager to execute such further
documents and take such further actions as may be necessary to accomplish the above matters;
and dispensing with the second reading of this Ordinance by title.
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41176 - 061818,
adopted on June 18, 2018, in which Council approved the terms of a Contract between the City
and the Buyer, pursuant to which Contract the City agreed to sell City -owned property located at
13 Church Avenue, S.E., consisting of approximately 0.2037 acres, together with all
improvements thereon, designated as Official Tax Map No. 4011706;
1
WHEREAS, the City and Buyer executed the Contract which was dated June 19, 2018;
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41338- 121718,
adopted on December 17, 2018, in which Council approved the terms of an Amendment No. 1 to
the Contract between the City and Buyer;
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41422 - 041519
adopted on April 15, 2019, in which Council approved Amendment No. 2 to the Contract
between the City and Buyer; and
WHEREAS, under the terms of the Contract, as amended, the Closing Date is on or
before September 30, 2019;
WHEREAS, Buyer has requested an extension of the Closing Date, as defined in the
Contract, to obtain all Permits and Approvals prior to Closing;
WHEREAS, pursuant to Section 3B of the Contract, the City and Buyer agreed to amend
the Contract to include the final form of the Historic Preservation Easement that is acceptable to
the Commonwealth of Virginia, Department of Historic Resources ( "VDHR ") which Historic
Preservation Easement will be granted by Buyer to the Commonwealth of Virginia, Board of
Historic Resources ( "VBHR ") and administered by VDHR; and
WHEREAS, Buyer and Seller desire to amend the Contract to address these matters in
accordance with the terms of this Amendment No. 3
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
1. City Council hereby approves the terms of Amendment No. 3 to the Contract as
set forth in the City Council Agenda Report dated September 16, 2019, which Amendment No. 3
amends the Contract approved by City Council by Ordinance No. 41176- 061818, adopted on
June 18, 2018, and provides for certain undertakings and obligations by the Buyer and City.
2
2. The City Manager is hereby authorized on behalf of the City to execute
Amendment No. 3 to the Contract, to amend certain terms of the Contract to extend the Closing
Date to prior to February 28, 2020, and to make other amendments to the Contract, all as set
forth in the aforementioned City Council Agenda Report. Amendment No. 3 to the Contract is to
be substantially similar to the Amendment No. 3 attached to the Agenda Report.
3. The City Manager is further authorized to execute the acknowledgement, consent,
and agreement contained in Exhibit C of the Historic Preservation Easement that (i) the City
may enforce its rights and remedies under the City Deed and Contract only against Buyer and its
successors and assigns, and the Property, not against VBHR, VDHR, or the Commonwealth of
Virginia; and (ii) neither VBHR, VDHR, nor the Commonwealth of Virginia has assumed any
responsibility for enforcing the provisions of the City Deed or Contract against Buyer.
4. The City Manager is further authorized on behalf of the City to negotiate and
execute such further documents and take such further actions related to this matter and as may be
necessary to implement, administer, and enforce the conditions and obligations that must be met
by the Buyer pursuant to the Contract, Amendment No. 1, Amendment No. 2, and Amendment
No. 3.
5. The form of the documents referred to above and in the Agenda Report are to be
approved by the City Attorney.
6. Pursuant to the provisions of Section 12 of the City Charter, the second reading of
this Ordinance by title is hereby dispensed with.
ATTEST:
#91
City Clerk
3
o
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Amendment of Contract for Purchase and Sale of Real Property
between the City of Roanoke and Old School Partners II, LLC
Background:
Old School Partners II, LLC (Buyer) executed a Contract for Purchase and Sale of
Real Property (Contract) with the City of Roanoke (City) effective June 19, 2018,
whereby the City agreed to sell approximately 0.2037 acres, being a portion of
property located at 13 Church Avenue, S.E., Official Tax Map #4011706
(Property) to Buyer for the development of the Property and Building by Buyer to
include some combination of retail, light manufacturing (workshop, maker
space, studio), and hospitality uses limited to hotel rooms, a tasting room, and
Live Entertainment (Project). The terms of the original Contract provided for a
due diligence period of 180 days, with two extensions, and a closing date no
later than January 25, 2019.
Under the Contract, the City agreed to sell, and Buyer agreed to purchase, the
Property as defined therein, for the sum of $100, together with other
considerations, including the creation of a perpetual preservation easement
with respect to Historic Fire Station No. 1 situated on the Property. Buyer
subsequently notified the City that Buyer had entered into negotiations with the
Virginia Department of Historic Resources (VDHR) with respect to the specific
terms and conditions of the perpetual preservation easement. At that time,
VDHR advised Buyer that final approval of the preservation easement would
likely not occur until Spring 2019.
In April, the City approved Amendment No. 2 to the Contract based on Buyer's
request to extend the due diligence period to August 30, 2019, and to extend
the closing date to no later than September 30, 2019. Buyer requested this
extension to complete its due diligence and inspections and to allow VDHR
sufficient time to finalize the terms and conditions of the preservation
easement, in form and substance acceptable to City and Buyer, which VDHR had
advised Buyer was likely not to occur until Summer 2019.
In late August, VDHR finalized the terms and conditions of the preservation
easement, in form and substance, acceptable to Buyer and Seller. Section 3(B) of
the Contract requires the parties to amend the Contract to incorporate the final
form of Historic Preservation Easement and the acceptance by VDHR into the
Contract. Buyer has since requested a third extension of the Closing Date, as
defined in Amendment No. 3, to obtain all permits and approvals prior to
Closing.
Recommended Action:
Adopt the attached ordinance authorizing the City Manager to execute an
Amendment No. 3 of the Contract between Old School Partners II, LLC and the
City of Roanoke, substantially similar to the Amendment No. 3 attached to this
Report, with an extended closing date to no later than February 28, 2020 and to
amend the Contract to incorporate the final form of Historic Preservation
Easement and the acceptance by VDHR into the Contract. All documents are
subject to approval as to form by the City Attorney.
------------------ ------------------------
Robert S. Cowell, Jr.
City Manager
Attachment
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community
Development
Rob Ledger, Director of Economic Development
Amelia C. Merchant, Director of Finance
AMENDMENT NO.3
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
DATED JUNE 199 2018, BETWEEN
CITY OF ROANOKE, VIRGINIA AND OLD SCHOOL PARTNERS II, LLC
This Amendment No. 3, to the Contract for Purchase and Sale of Real Property dated
June 19, 2018, between the City of Roanoke, Virginia, a Virginia municipal corporation
( "Seller" or "City "), and Old School Partners II, LLC, a Virginia limited liability company
( "Buyer ") ( "Amendment No. 3 ") is made this day of September, 2019, by and between
Seller and Buyer.
RF(`ITAI.C-
A. Seller and Buyer entered into a Contract for Purchase and Sale of Real Property
dated June 19, 2018 ( "Contract ") under which Contract Seller agreed to sell, and Buyer agreed
to purchase, the Property as defined therein, for the sum of $100, together with other
considerations, including the creation of a perpetual preservation easement with respect to
Historic Fire Station No. 1 situated on the Property.
B. Seller and Buyer executed an Amendment No. 1 dated December 20, 2018,
amending certain terms of the Contract.
C. Seller and Buyer executed an Amendment No. 2 dated April 18, 2019, amending
certain terms of the Contract.
D. Under the terms of the Contract, as amended, the Closing Date is on or before
September 30, 2019.
E. Buyer has requested an extension of the Closing Date, as defined in the Contract,
to obtain all Permits and Approvals prior to Closing.
F. Section 3(B) of the Contract requires the parties to amend the Contract to
incorporate the final form of Historic Preservation Easement and the acceptance by VDHR into
this Contract.
G. Buyer and Seller desire to amend the Contract to address these matters in
accordance with the terms of this Amendment No. 3.
NOW, THEREFORE, based upon the mutual covenants and agreements set forth in the
Recitals which are incorporated as a part of this Amendment No. 3, and for other good and
valuable consideration, the sufficiency of which the parties acknowledge, Seller and Buyer agree
as follows:
1
I . Amendments to Contract.
Seller and Buyer hereby amend the Contract as follows:
A. SECTION 1. DEFINITIONS
1. The definition of Construction Activity is amended by deleting the
definition as it appears in the Contract and replacing it with the
following:
Construction Activity: The receipt of all Permits and Approvals,
needed or required to commence construction of the Project,
including demolition and building permits and approvals, and the
initiation of site work on the Property by Buyer.
2. The definition of Historic Preservation is amended by deleting the
definition as it appears in the Contract and replacing it with the
following:
Historic Preservation Easement: The historic preservation
easement to be granted by Buyer to the Commonwealth of
Virginia, Board of Historic Resources ( "VBHR ") and administered
by the Virginia Department of Historic Resources ( "VDHR "), as
the agency chosen by Buyer to manage and implement the Historic
Preservation Easement, at the Closing, and in the form of Exhibit 5
attached hereto and made a part hereof, subject to such other terms,
conditions, and provisions acceptable.
B. SECTION 3B. COMPLETION OF HISTORIC PRESERVATION
EASEMENT.
Pursuant to the provisions of Section 3B of the Contract, Seller and
Buyer hereby amend the Contract to confirm acceptance of the
Historic Preservation Easement by VDHR, the form of which is
attached hereto as Schedule A. The Historic Preservation Easement
shall be granted to VBHR and administered by VDHR. Exhibit 5
of the Contract is amended by substituting the form of the Historic
Preservation Easement attached to this Amendment No. 3 in place
of the form attached as Exhibit 5 to the Contract.
C. SECTION 11. TITLE AND CLOSING.
Section 11.C. is amended by deleting the date of September 30,
2019, and inserting February 28, 2020, in its place.
D. EXHIBIT 5. FORM OF HISTORIC PRESERVATION EASEMENT.
The form of Historic Preservation Easement attached as Exhibit 5
to the Contract is deleted in its entirety and the form of Historic
2
Preservation Easement attached to this Amendment No. 3 is
substituted in its place.
2. Entire Agreement.
The Contract, as amended by Amendment No. 1, Amendment No. 2, and this
Amendment No. 3 constitutes the entire agreement between the parties. The Contract, as
amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3 remains in full
force and effect.
SIGNATURES APPEAR ON FOLLOWING PAGES
3
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment No. 3 by their
authorized representatives effective as of the date first above written.
WITNESS:
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE, to -wit:
CITY OF ROANOKE, VIRGINIA
By
Robert S. Cowell, Jr., City Manager
The foregoing instrument was acknowledged before me this day of September, 2019, by
Robert S. Cowell, Jr., City Manager for the City of Roanoke, Virginia, a Virginia Municipal
Corporation, for and on behalf of said municipal corporation.
My commission expires:
Notary Public
Approved as to Form: Approved as to Execution:
Assistant City Attorney
Authorized by Ordinance No.
Assistant City Attorney
SEAL
WITNESS: OLD SCHOOL PARTNERS II, LLC
By
David P. Hill, Managing Member
COMMONWEALTH OF VIRGINIA:
CITY OF ROANOKE, to -wit:
The foregoing instrument was acknowledged before me this day of September, 2019, by
David P. Hill, the managing member of Old School Partners II, LLC, a Virginia limited
liability company, for and on behalf of Old School Partners II, LLC.
My commission expires:
Notary Public
SEAL
Schedule A
Historic Preservation Easement
DRAFT: 08.28.2019
NOTE TO TITLE EXAMINERS: This perpetual easement contains restrictions on permitted uses and
activities on the property described below, which run with the land and are applicable to the property in
perpetuity.
Prepared under the supervision of
The Office of the Attorney General of Virginia
When recorded, please return to:
Virginia Department of Historic Resources
2801 Kensington Avenue
Richmond, VA 23221
Title Insurance: Fidelity National Title Insurance Company
Tax Map Number: 4011706
Exempted from recordation taxes
under the Code of Virginia (1950), as amended,
§§ 58.1- 811(A)(3) and 58.1- 811(D)
and from Circuit Court Clerk's Fees under § 17.1 -266
DEED OF GIFT OF HISTORIC PRESERVATION AND OPEN -SPACE EASEMENT
FIRE STATION No. 1
City of Roanoke
VDHR EASEMENT FILE NO. 128- 0033_ep
THIS DEED OF GIFT OF HISTORIC PRESERVATION AND OPEN -SPACE EASEMENT
( "Deed of Easement ") is made this day of , 2019, by OLD SCHOOL
PARTNERS II, LLC, a Virginia limited liability company, ( "Grantor "), and the COMMONWEALTH
OF VIRGINIA, BOARD OF HISTORIC RESOURCES ( "Grantee ") (the designations "Grantor" and
"Grantee" refer to Grantor and Grantee and their respective successors or assigns).
RECITALS:
R -1 Grantor is the owner in fee simple of real property commonly known as the Fire Station
No. 1 property, situated in the City of Roanoke, Virginia, containing in the aggregate 0.2023 acre, more
or less, located at 13 Church Avenue, S.E., Roanoke, Virginia, 24011, and more particularly described on
Exhibit A attached hereto (the "Property ").
R -2 Grantor acquired the Property from the City of Roanoke, Virginia (the "City ") pursuant to a
deed dated as of . 2019, and recorded in the land records of the Clerk's Office of the
Circuit Court of the City of Roanoke Virginia as Instrument No. , ( "City Deed "),
which City Deed includes certain restrictions, obligations, conditions, and options, including the terms and
conditions set forth in the Contract for Purchase and Sale of Real Property dated as of June 19, 2018, and as
amended, by and between Grantor and the City (the "Contract "), and to which City Deed this Deed of
Easement is subject and subordinate.
Page 1 of 23
R -3 Grantor and Grantee desire to protect in perpetuity the historic, architectural, and open -
space values of the Property, listed in Section 2.2(a) -(b) and more particularly described in the BDR
(defined in Section 2.3) and in Exhibit B attached hereto (collectively, the "Preservation and
Conservation Values "), by restricting the use of the Property pursuant to the terms and conditions of this
Deed of Easement, and Grantor desires to grant and convey to Grantee, and Grantee is willing to accept, a
perpetual easement over the Property, all as more particularly set forth herein.
R -4 Grantee is entering into this Deed of Easement pursuant to the authority granted under (i)
Virginia Code § 10.1- 2204(A)(4) and (ii) Virginia Code §§ 10.1 -1700, et seq. (the "Open -Space Land
Act ").
R -5 The terms, conditions, and restrictions of this Deed of Easement will be administered and
enforced by the Commonwealth of Virginia, Department of Historic Resources ( "VDHR ") on behalf of
Grantee and pursuant to authority granted under Virginia Code § 10.1 -2202.
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and
Grantee hereby agree as follows:
ARTICLE I: EASEMENT AND DESIGNATION
1.1 EASEMENT: Grantor hereby GRANTS and CONVEYS to Grantee a perpetual historic
preservation and open -space easement in gross over, and the right IN PERPETUITY to restrict the use
of, the Property, collectively, all as more particularly set forth in this Deed of Easement (the
"Easement "). The date upon which this Deed of Easement is recorded in the land records of the City of
Roanoke, Virginia shall be the effective date ( "Effective Date ") hereof.
1.2 DESIGNATION AS OPEN - SPACE: Grantee, by acceptance of this Deed of
Easement, hereby designates the Property to be retained and used in perpetuity for the preservation and
provision of open -space land pursuant to the Open -Space Land Act.
ARTICLE II: PURPOSE AND CONDITION OF THE PROPERTY
2.1 PURPOSE: In accordance with the Open -Space Land Act and Chapter 22 of Title 10.1 of
the Virginia Code, the purpose of the Easement is to preserve and protect the Preservation and Conservation
Values of the Property in perpetuity by restricting the development, alteration, and use of the Property and by
providing for the enforcement of those restrictions. Even if the Property consists of more than one parcel
for real estate tax or any other purpose or has been acquired previously as separate parcels, the covenants,
restrictions, and enforcement rights set forth in this Deed of Easement apply to all parcels as if they were
one and bind all successors in interest of the Property in perpetuity.
2.2 EXISTING RESOURCES:
(a) Existing Historic Resources. The following historic buildings, structures, amenities,
features, and sites exist on the Property as of the Effective Date (each, an "Historic Resource," and
collectively, the "Existing Historic Resources "):
One (1) two -story brick building with cupola, approximately 6,544 square
Page 2 of 23
feet in footprint ( "Fire Station No. 1 ")
(b) Existing_Non- Historic Resources. The following non - historic buildings, structures,
amenities, features, and sites exist on the Property as of the Effective Date (collectively, the "Existing Non -
Historic Resources "):
1. One (1) concrete apron, approximately 735 square feet in footprint, located
adjacent to the north elevation of Fire Station No. 1.
2. One (1) paved asphalt apron approximately 1,305 square feet in footprint,
with two concrete ramps, located adjacent to the south elevation of Fire
Station No. 1.
3. One (1) set of concrete steps with metal railings leading to the alley
adjacent to the west Property boundary.
4. One (1) low concrete retaining wall running parallel to the southwest
Property boundary.
5. One (1) concrete curb of varying dimension running parallel to the east
Property boundary.
6. Five (5) directional and/or informational signs attached to the exterior wall
of Fire Station No. 1.
7. Two (2) pole mounted informational signs.
(d) Existing Resources. For purposes of this Deed of Easement, the Existing Historic
Resources, and the Existing Non - Historic Resources are collectively defined as the "Existing Resources ".
2.3 CONDITION OF PROPERTY:
(a) Conservation and Preservation of the Property. From and after the Effective Date
the Property shall be maintained, preserved, and protected in the same or better condition and state of repair
as documented in the Baseline Documentation Report dated June 27, 2019 (the "BDR "), except for changes
or modifications permitted under this Deed of Easement.
(b) Baseline Documentation Report. The BDR contains, among other items, (i) a
written report describing the Property (including the Existing Resources), and (ii) aerial, topographic, and
photopoint maps, a site plan, and photographs taken by the Easement Program Coordinator and Easement
Program Assistant of VDHR in support of the written report. Grantor hereby acknowledges that it has
received a copy and accepts the findings of the BDR. An additional copy of the BDR shall be stored
permanently at the VDHR, which is located at 2801 Kensington Avenue, Richmond, Virginia, or such other
location as Grantee may determine. The BDR is hereby incorporated by reference into this Deed of
Easement and may be used in determining compliance with and enforcing the terms of this Deed of
Easement.
2.4 DIVISION:
(a) Tax Parcels. As of the Effective Date, the Property consists of one tax parcel,
identified as City of Roanoke Tax Parcel No. 4011706, currently comprising 0.2023 acre, more or less.
(b) No Division. The Property shall not be divided or subdivided. The Property shall
not be conveyed in fee other than as a single tract, and any such conveyance shall be subject to the terms,
conditions, and restrictions of this Deed of Easement.
(c) Boundary Line Adjustment. Boundary line adjustments involving parcels of land
Page 3 of 23
that are (i) adjacent to the Property, and (ii) not subject to this Deed of Easement shall not be permitted
unless:
The entire adjacent parcel is subject to a recorded perpetual conservation
easement held by Grantee or another agency of the Commonwealth of
Virginia (the "Commonwealth ") pursuant to the Open -Space Land Act
and the Property remains subject to this Deed of Easement after the
boundary line adjustment;
2. Grantee reviews and approves in writing, in advance, the proposed
boundary line adjustment; and
Grantee is made a party to any deed or instrument creating such
boundary line adjustment.
Boundary line adjustments meeting the criteria of this Section 2.4(c) shall not be considered a division of
the Property.
ARTICLE III:
LIMITATIONS ON USES OF AND
CONVEYANCES OF INTERESTS IN THE PROPERTY
3.1 ACTIVITIES AND USES GENERALLY: From and after the Effective Date, Grantor's
activities on and uses of the Property shall be subject to the terms of this Deed of Easement. Grantor also
acknowledges that its use of the Property is subject to the use restrictions set forth in the Contract. As shown
by Exhibit C hereto, the use restrictions in the Contract shall be enforced by the City and Grantee has no
obligation to enforce the use restrictions in the Contract or the City Deed. Without limiting the restrictions
set forth in this Deed of Easement, the following activities on and uses of the Property are prohibited:
(a) Mining on the Property by any method, including without limitation, (i) strip,
surface, or subsurface mining (including the extraction or removal of gravel or
similar materials, whether or not deemed "minerals" under the laws of the
Commonwealth), (ii) dredging on or from the Property, and (iii) drilling for oil,
gas, or any natural resource, excluding fresh water for private use;
(b) Installation and maintenance of (i) billboards; (ii) electronic, animated or motion
signs, for example (but without limiting the foregoing) signs with animated,
blinking, chasing, flashing, or moving effects; and (iii) signs or sign structures
which are unsafe, dilapidated or in disrepair; and,
(c) Commercial airstrip, airport, helipad or heliport.
3.2 PERMITTED NEW IMPROVEMENTS: No new building, structure, amenity, or feature
may be built or maintained on the Property after the Effective Date, other than the buildings, structures,
amenities, and features described in this Section 3.2 (collectively, the "Permitted New Improvements ").
The following constitute the Permitted New Improvements and are subject to and must comply
with the terms conditions and restrictions of this Deed of Easement, including without limitation,
approvals required under Section 3.3:
(a) Buildings, structures, and amenities accessory to Fire Station No. 1, not to exceed
300 square feet in collective footprint.
Page 4 of 23
(b) Utilities, utility lines, and other infrastructure serving permitted uses on the
Property ( "Infrastructure ").
(c) New Signs, defined below.
3.3 ALTERATIONS, TREATMENT, NEW CONSTRUCTION, DEMOLITION, AND
DESTRUCTION:
(a) Alterations and New Construction. Any work involving the construction, alteration,
rehabilitation, restoration, renovation, replacement, extension, demolition, or removal, in whole or in part, of
any Existing Resources or Permitted New Improvements is prohibited unless Grantor obtains Grantee's prior,
written approval for such work. Without limiting the foregoing, Grantee's prior, written approval will be
required with respect to the location, size, design, footprint, massing, scale, height, and materials, of any such
Existing Resources or Permitted New Improvements. Grantor shall comply with all applicable federal,
Commonwealth, and local laws and regulations concerning any land or land use, including those applying
to any zoning, overlay, design, or historic district in which the Property is located, for any new
construction, reconstruction, alteration, restoration, or rehabilitation of Existing Resources and Permitted
New Improvements.
(b) Treatment of Existing Historic Resources. Subject to the terms, conditions, and
restrictions of this Deed of Easement, Grantor shall maintain, replace, repair, construct, or reconstruct all
or such portions of the Existing Historic Resources, including without limitation, Historic Interior
Features, as may be necessary to preserve them in substantially the same condition and state of repair as
that existing on the Effective Date. "Historic Interior Features" means the historic character - defining
interior architectural elements and features of Fire Station No. 1 to be protected, including without
limitation the floorplan, spaces, windows, window frames, doors, door frames, stairs, staircases, ceilings
(including without limitation stamped sheet metal ceilings), floorboards and flooring (including without
limitation grooved concrete floors and light - finished maple flooring), walls, chair rails, wainscoting,
baseboards, trim, and the following unique character - defining interior features, including, brass sliding
poles with hinged covers and base pads, wood lockers, and horse - gnawed brickwork in side walls of the
first floor. All such work shall be done in a manner consistent with the Secretary's Standards (hereinafter
defined), and in all cases, Grantor shall use like materials applied with workmanship comparable to that
which was used in the construction or application of those materials being repaired or maintained, for the
purpose of retaining in good condition the appearance and construction of such Existing Historic
Resource or portion thereof. Without limiting the foregoing, Grantor further shall comply with the
following specific treatment guidelines:
Treatment of Historic Stone and Masonry. No cleaning, repointing, or
painting, including the application or use of any water repellant, sealant
or waterproofing treatment, on the exterior or interior brick or stone
masonry of Fire Station No. 1, including on tinted mortar joints, shall be
undertaken without the prior written approval of Grantee.
Treatment of Historic Surfaces. Painted, stained, or whitewashed wood
or masonry surfaces on the interior or exterior of Fire Station No. 1,
including, but not limited to, the painted wood graining on interior
woodwork, shall not be physically or chemically stripped, scoured,
sandblasted, or otherwise altered, and unpainted wood or masonry
surfaces on the interior or exterior shall not be painted, stained, washed,
or impregnated with any chemical without the prior written approval of
Grantee.
Page 5 of 23
(c) Demolition. VDHR has determined that the Existing Non - Historic Resources do
not retain integrity or significance as historic resources eligible for listing on the Virginia Landmarks
Register or the National Register of Historic Places. The Existing Non - Historic Resources may be
demolished and removed from the Property with the prior written approval of Grantee.
(d) Damage and Destruction.
If any Existing Historic Resources are destroyed or damaged by causes
beyond Grantor's reasonable control, including without limitation, by fire,
flood, storm, earth movement, or other acts of God, to such extent that in
the opinion of Grantee, applying the Secretary's Standards and the
National Register Criteria for Evaluation (36 C.F.R. Parts 60.3 and 60.4, as
amended; see also 36 C.F.R. Part 63, as amended), such Existing Historic
Resources would no longer qualify for listing on the Virginia Landmarks
Register or the National Register of Historic Places, Grantor shall have no
obligation under this Deed of Easement to rehabilitate or reconstruct such
Existing Historic Resources or return them to their condition as existed on
the Effective Date or as thereafter altered or changed in accordance with
this Deed of Easement.
2. If any Existing Historic Resources are damaged, but, in the opinion of
Grantee, applying the Secretary's Standards, the National Register Criteria
for Evaluation, and the Virginia Rehabilitation Code (Part II of the Virginia
Uniform Statewide Building Code (2011, as amended), such Existing
Historic Resources are capable of being rehabilitated and retain sufficient
integrity to continue to qualify for listing in the Virginia Landmarks
Register or the National Register of Historic Places, such Existing Historic
Resources shall be rehabilitated or reconstructed to their condition as
existed on the Effective Date or as thereafter altered or changed in
accordance with this Deed of Easement. Any such rehabilitation or
reconstruction shall be undertaken in accordance with the provisions of this
Deed of Easement and the Secretary's Standards.
3. Notwithstanding the foregoing, in the event that any Existing Non - Historic
Resource or Permitted New Improvement is destroyed or damaged by
causes beyond Grantor's reasonable control, including without limitation,
by fire, flood, storm, earth movement, or other acts of God, Grantor shall
have no obligation under this Deed of Easement to rehabilitate or
reconstruct such building, structure, amenity, or feature.
(e) Right to Erect Certain Markers or Signs.
1. Grantor may erect signs or markers in accordance with the terms of this Section
3.3(f) ( "New Signs "). New Signs may mounted or attached to the exterior of
any Existing Historic Resources.
2. At any given time and without the prior written approval from Grantee (unless
Grantee's approval is specifically required by this Section 3.3(f)), Grantor may
erect and maintain on the Property no more than four (4) New Signs that are no
greater than nine (9) square feet. Signs that (i) exist as of the Effective Date and
(ii) are identified in Section 2.2(b)(6) and 2.2(b)(7) will not be counted toward
Page 6 of 23
the total number of New Signs.
3. Grantor must obtain written approval from Grantee prior to erecting any New
Sign that exceeds nine (9) square feet.
4. Grantor must obtain written approval from Grantee prior to erecting any New
Sign if the then -total number of New Signs on the Property is four (4) or more..
5. Grantee, in its discretion, and upon reasonable notice to Grantor, may erect at a
location mutually acceptable to Grantor and Grantee, a single marker or sign,
not exceeding two (2) feet by two (2) feet, which states the name of Grantee and
advises that Grantee is the holder of the Easement.
6. Grantor must obtain written approval from Grantee prior to erecting any New
Sign that is a freestanding sign or marker, an internally illuminated sign or
marker, a rotating or revolving sign, or a windblown structure.
3.4 TEMPORARY STRUCTURES:
(a) Temporary Structures. Temporary structures not requiring trenching, footers, or a
pad, and erected for no more than sixteen (16) consecutive calendar days for use by Grantor or Grantor's
designees, not to exceed a maximum of one - hundred sixty (160) days per calendar year may be placed on the
Property. Any extension of the sixteen (16) day duration must be reviewed and approved in advance in
writing by Grantee.
(b) Temporary Signs. Temporary signs not permanently attached to the ground or a
building or structure that may be readily moved and are displayed for no more than thirty (30) consecutive
calendar days for use by Grantor or Grantor's designees may be placed on the Property. Any extension of the
thirty (30) day duration must be reviewed and approved in advance in writing by Grantee.
3.6 TRASH: The accumulation or dumping of (a) trash, refuse, junk, or other unsightly
material, or (b) any toxic or hazardous material or substance as defined by federal or Commonwealth law
is prohibited on the Property. Grantor shall be responsible for the removal of trash, refuse, junk, and other
unsightly materials present on the Property as of the Effective Date or at any point thereafter, in
compliance with applicable laws and regulations.
3.7 PUBLIC ACCESS:
(a) Public Access. At a minimum, Grantor shall make the Property accessible to the
public for six (6) consecutive hours on at least two (2) days per calendar year. This requirement may be
fulfilled through a tour, open house, or similar event that is open to the general public or if the Existing
Historic Resources are routinely open to the general public. Grantor may have a representative present
during such public access, and access may be subject to reasonable restrictions to ensure security of the
Property and safety of the visitors.
(b) No Obstruction of View. The Property is visible Church Avenue, S.E., a public
right -of -way, and members of the general public may view the Property from said right -of -way. Nothing
permanent shall be constructed, erected, maintained, or allowed to grow above four (4) feet measured
from ground level that would obstruct the views of the Property, from Church Avenue, S.E., except as
exists as of the Effective Date and as documented in the BDR.
(c) No Public Use. Nothing in this Easement should be construed as dedicating the
Property for public use.
3.8 CONVEYANCE OF INTEREST IN REAL PROPERTY:
Page 7 of 23
(a) Grantor shall notify Grantee in writing within no less than forty -five (45)
calendar days prior to any transfer of fee simple title of the Property. All conveyances by Grantor of any
interest in the Property less than fee simple, excluding deeds of trust given for the purpose of securing
loans, requires the prior, written approval of Grantee. After the Effective Date, this Deed of Easement
shall be referenced by deed book and page number, instrument number, or other appropriate reference in
any deed conveying an interest in the Property, but failure of Grantor to comply with this requirement will
not impair the validity of the Easement or the conveyance or limit the enforceability of this Deed of
Easement in any way.
(b) Grantee acknowledges that the City may acquire the Property from Grantor
pursuant to the City's right of first refusal in Section 13 of the Contract without the approval or consent of
Grantee. All provisions of this Deed of Easement shall remain in effect and encumber the Property
following the acquisition of the Property by the City pursuant to Section 13 of the Contract.
ARTICLE IV: LANDSCAPE
4.1 TREES AND VEGETATION: Trees and vegetation on the Property shall be managed in
accordance with established arboreal and horticultural practices and in a manner that will prevent damage to
Existing Resources and Permitted New Improvements consistent with the Preservation and Conservation
Values. Grantor reserves the right to manage forested land by selective de minimis cutting, pruning, and
planting for non - commercial purposes, which may include forest management for: (a) the collection of
firewood for Grantor's personal use; (b) prevention or removal of individual dead, diseased, or dying trees or
invasive plant species; (c) control of active fire and prevention of fire and disease; (d) household gardening
and landscaping; (e) construction of Permitted New Improvements; (f) removal of trees that impose an
imminent hazard to (i) human health or safety, or (ii) Existing Resources, Permitted New Improvements,
livestock, or other domesticated animals maintained on the Property. For purposes of this Deed of Easement,
"invasive plant species" means those species listed on the Commonwealth of Virginia, Department of
Conservation and Recreation's Invasive Alien Plant Species of Virginia List (as amended).
ARTICLE V• INSPECTION, APPROVALS, AND ENFORCEMENT
5.1 INSPECTION:
(a) Right of Entry. Grantee, and its representatives and agents, have the right to enter
onto the Property once per calendar year, upon not less than ten (10) days' notice to Grantor, to inspect and
document the condition of the Property including the Historic Interior Features. Grantee and its
representatives and agents, otherwise have the right to enter onto the Property, upon reasonable notice to
Grantor, to inspect the Property and to enforce the terms, conditions, and restrictions of this Deed of
Easement. Grantor's consent is not a necessary condition to the right of entry by Grantee and its
representatives and agents; however, the parties agree to cooperate in determining a mutually agreeable time
to access the Property. Grantee may take photographs, drawings, or other representations documenting the
historical, architectural, and cultural character and features of the Property and may use or publish them.
(b) Emergency Access. No notice to or consent of Grantor is required if, in the
reasonable opinion of Grantee, emergency access is necessary to prevent irreversible damage to the
Preservation and Conservation Values. Following such emergency access, Grantee shall provide Grantor
with a written explanation of the reason for such emergency access and the actions taken by Grantee on the
Property during such emergency access. Grantee shall limit its actions during such emergency access to those
necessary to prevent irreversible damage to the Preservation and Conservation Values.
Page 8 of 23
5.2 APPROVALS: Whenever Grantee's approval is necessary under this Deed of Easement for
a proposed use or activity, including without limitation, any construction work on the Property, Grantor shall
submit in writing to Grantee, for Grantee's evaluation: (i) Grantor's specific request identifying a proposed
activity or use; (ii) relevant information about the proposed activity or use (including without limitation,
photographs, plans, specifications, and designs, as applicable); (iii) a timetable for the proposed activity or
use sufficient to permit Grantee to monitor it, and (iv) such other information as Grantee may reasonably
request. Grantor shall not make any changes to the proposed activity or use, including without limitation, any
scope of work, without Grantee's written authorization. Grantee will use reasonable efforts to respond to any
written request of Grantor within thirty (30) business days after Grantee's receipt of such request. Nothing
herein should be construed, however, to require Grantee to issue a final decision on such request within such
thirty (30) business day period, provided that a final decision is issued as timely as is practicable under the
circumstances. Such circumstances may include, but are not limited to, the complexity of the activity or use,
the adequacy of the information submitted with the written request, the degree to which the activity or use
complies with the terms of the Deed of Easement, whether the activity or use is consistent with the
Secretary's Standards, the need for on -site inspections, or the need for consultation. In the event that Grantee
does not respond in writing to Grantor's written request within thirty (30) business days of receipt of such
request, then Grantee will be deemed to have denied the request, and Grantor may proceed with any appeal
for reconsideration of such request in accordance with Grantee's written policies. Grantee is not liable to
Grantor or any third party for any damage, injury, liability, or consequence arising out of or resulting from
Grantor's failure to obtain Grantee's prior, written approval as required under this Deed of Easement.
5.3 STANDARDS FOR REVIEW:
(a) Sole Determination by Grantee. Any determination made by Grantee in exercising
its rights of inspection, approval, or review under this Deed of Easement is made in Grantee's sole discretion,
and Grantee, in making such a determination, may consider, without limitation, whether the activity or use
(i) is consistent with this historic character of the Property; (ii) is consistent or compatible with the
Preservation and Conservation Values; (iii) complies with the terms of this Deed of Easement; or (iv)
complies with the Secretary's Standards.
(b) Secretary's Standards. The following standards promulgated by the Secretary of the
Interior are collectively referred to in this Deed of Easement as the "Secretary's Standards":
1. Secretary of the Interior's Standards and Guidelines for Archeology and
Historic Preservation (48 Fed. Reg. 44,716, 44,716 44,740 (Sept. 29,
1983), as amended).
2. Secretary of the Interior's Professional Qualifications Standards (48
Fed. Reg. 44,716, 44,738 — 44,739 (Sept. 29, 1983, as amended)).
3. Secretary of the Interior's Standards for Rehabilitation (36 C.F.R. § 67.7
(2017), as amended).
4. Secretary of the Interior's Standards for the Treatment of Historic
Properties (36 C.F.R. Part 68 (2017), as amended).
5. Secretary of the Interior's Standards for the Treatment of Historic
Properties with Guidelines for Preserving, Rehabilitating, Restoring, and
Reconstructing Historic Buildings (National Park Service, 2017, as
amended).
Page 9 of 23
6. Secretary of the Interior's Standards for the Treatment of Historic
Properties with Guidelines for the Treatment of Cultural Landscapes
(National Park Service, 1995, as amended).
5.4 EASEMENT REVIEW FEES: Grantee reserves the right to assess and collect fees
relating to requests initiated by Grantor involving matters such as boundary line adjustments, amendments to
this Deed of Easement or the BDR, project reviews, preparation of reports to facilitate sales, review of access
or utility easements over the Property, and infrastructure projects affecting the Property. Such fees shall be
determined and periodically adjusted by Grantee, as set forth in a published fee schedule.
5.5 ENFORCEMENT:
(a) Grantee's Enforcement Rights. Grantee has the right to bring an action at law or
in equity to enforce the covenants and restrictions contained in this Deed of Easement, including without
limitation, the right to: (i) require restoration of the Property to comply with the terms of this Deed of
Easement; (ii) recover any damages arising from non - compliance, including but not limited to
disgorgement of any monies received by Grantor connected with such non - compliance; (iii) enjoin non-
compliance by ex parte temporary or permanent injunction; and (iv) pursue any other appropriate remedy
in law or equity.
(b) Reimbursement of Costs. If a court determines that Grantor has failed to comply
with this Deed of Easement, Grantor shall reimburse Grantee for all reasonable costs of enforcement,
including costs of restoration, court costs, expert- witness costs, and reasonable attorneys' fees, in addition
to any other payments ordered by such court.
(c) No Rights in Public. Nothing in this Deed of Easement shall create any right in the
public or any third party to maintain any judicial proceeding against Grantor or Grantee or to enforce this
Deed of Easement through any means including, but not limited to, judicial action.
ARTICLE VI: GENERAL PROVISIONS
6.1 GRANTOR'S RESERVED RIGHTS: Grantor reserves the right to use and enjoy the
Property to the extent consistent with the Preservation and Conservation Values, the terms and conditions of
this Deed of Easement, and the City Deed.
6.2 GRANTEE'S PROPERTY INTEREST: Grantor agrees that the conveyance of this
Easement gives rise to a property interest, immediately vested in Grantee, with a fair market value that is at
least equal to the proportionate value that the perpetual conservation restriction at the time of the conveyance
bears to the fair market value of the Property as a whole at that time.
6.3 INSURANCE:
(a) Grantor shall keep the Property insured by an insurance company licensed to issue
policies in the Commonwealth of Virginia and rated "Secure" by A.M. Best Company or other qualified
insurance rating company for comprehensive general liability insurance against claims for personal injury,
death, and property damage. Without limiting the foregoing, Grantor shall also insure all Existing Historic
Resources for their full replacement value against loss from the perils commonly insured under standard fire
and extended coverage policies. The Commonwealth, Grantee, and VDHR shall be named as additional
insured parties in any such policies.
Page 10 of 23
(b) If the Existing Historic Resource is damaged and Grantee determines, pursuant to
Section 33(d)(1), that it cannot be rehabilitated or reconstructed, Grantee shall be entitled to a share of any
insurance proceeds equal to the value of Grantee's property right as determined in Section 6.2 above.
(c) If Grantee determines, pursuant to Section 3.3(d)(2), that the damaged Existing
Historic Resource can be rehabilitated or reconstructed, all insurance proceeds shall be used exclusively for
the rehabilitation or reconstruction of such damaged Existing Historic Resource and related expenses
(including the cost of temporary housing for occupants of a damaged Existing Historic Resources if provided
for in the policy of insurance).
6.4 CONVERSION OR DIVERSION: No part of the Property may be converted or
diverted from historic preservation or open -space uses except in accordance with the Open -Space Land
Act, which does not permit loss of open -space land.
6.5 EXTINGUISHMENT: Should an attempt be made to extinguish this Easement, such
extinguishment can be carried out only by judicial proceedings and only if in compliance with the Open -
Space Land Act. In any sale, exchange, or involuntary conversion of the Property or portion of the Property
subsequent to such extinguishment, Grantee shall be entitled to a portion of the proceeds at least equal to the
proportionate value of the perpetual conservation restriction computed as set forth in Section 6.2. Grantee
shall use the proceeds from the sale of the Property in a manner consistent with the conservation purposes of
this Deed of Easement, Virginia Code §§ 10.1 -2200 et seq. and the Open -Space Land Act. In the event that a
proceeding is initiated to extinguish this Easement, Grantor shall provide notice of such proceeding to the
City and consent to the City's participation in such proceeding as a party -in- interest in such proceeding, based
on the restrictions set forth in the Contract.
6.6 SEVERABILITY: The invalidity or unenforceability of any provision of this Deed of
Easement shall not affect the validity or enforceability of any other provision of this Deed of Easement.
6.7 AMENDMENT: Grantee and Grantor may amend this Deed of Easement to enhance the
Property's Preservation and Conservation Values or to increase the amount of real property subject to this
Easement. No amendment to this Deed of Easement shall:
(a) affect this Easement's perpetual duration;
(b) conflict with or be contrary to or inconsistent with the purpose of this Easement as
set forth in Section 2.1;
(c) reduce the protections to the Preservation and Conservation Values;
(d) affect the qualification of this Easement as an "open -space easement;" or
(e) affect the status of Grantee as a "public body."
(f) No amendment shall be effective unless documented in a notarized writing
executed by Grantee and Grantor and recorded in the Clerk's Office of the
Circuit Court of the City of Roanoke, Virginia.
Grantor shall provide the City with a full executed copy of any amendment to this Deed
of Easement.
6.8 DURATION; SUCCESSORS IN INTEREST: This Easement is perpetual. It is an
easement in gross that runs with the land as an incorporeal interest in the Property. The covenants, terms,
conditions, and restrictions contained in this Deed of Easement are binding upon, and inure to the benefit of,
the parties hereto and their successors and assigns, and shall continue as a servitude running in perpetuity
with the Property. The rights and obligations contained in this Deed of Easement of an owner of the
Property, or any portion thereof, terminate upon proper transfer of such owner's interest in the Property,
Page 11 of 23
except that liability for acts or omissions occurring prior to transfer shall survive transfer.
6.9 GRANTOR'S REPRESENTATIONS AND WARRANTIES: Grantor hereby
represents, covenants, and warrants that: (a) Grantor has good, fee simple title to the Property; (b) the
Property is free and clear of all encumbrances, other than (i) those covenants, conditions, restrictions and
option to purchase as more fully stated in the City Deed, including the terms and conditions of the Contract
attached to and made a part of the City Deed; and (ii) restrictions, covenants, conditions, and utility and
access easements recorded in the land records of the City of Roanoke, Virginia, prior to the Effective
Date; (c) Grantor has all requisite power and authority to enter into this Deed of Easement and to grant
and convey the Easement; (d) no consents of any lender or any third party are required for Grantor to
enter into this Deed of Easement that have not already been obtained and made known to Grantee; (e)
Grantor is and shall be duly organized and legally existing under the laws of the state of its formation and
duly qualified to transact business in the Commonwealth; and (f) each person and /or entity signing on
behalf of Grantor is authorized to do so.
6.10 ASSIGNMENT: Assignment of this Deed of Easement is permitted by Virginia Code §
10.1- 1704(B), and Grantee may assign this Deed of Easement, in its discretion, after consultation with
Grantor if:
(a) The assignment, transfer or conveyance is consistent with the Open -Space Land
Act; and
(b) All restrictions and covenants and preservation and conservation purposes set
forth in this Easement are to be continued in perpetuity.
Such assignment shall be in writing with all signatures notarized and shall be recorded in the Clerk's
Office of the Circuit Court of the City of Roanoke, Virginia.
6.11 NO MERGER: Grantor and Grantee agree that in the event that Grantee, or any agency
or entity of the Commonwealth, acquires a fee interest in the Property, this Easement shall not merge into
the fee interest, but shall survive the deed and continue to encumber the Property.
6.12 JOINT OWNERSHIP: If Grantor at any time owns the Property, any portion of the
Property, or any interest therein in joint tenancy, tenancy by the entireties, or tenancy in common, all such
tenants shall be jointly and severally liable for all obligations of Grantor set forth herein.
6.13 CONTROLLING LAW; INTERACTION WITH OTHER LAWS:
(a) Controlling Law. This Deed of Easement shall be construed according to the
laws of the Commonwealth, and any legal action with respect to this Deed of Easement shall be instituted
and maintained only in state courts of the Commonwealth sitting in the City of Richmond. Any general
rule of construction notwithstanding, Grantor and Grantee agree that this Easement will be liberally
construed in favor of the conveyance to Grantee to protect the Preservation and Conservation Values and
to effect the purposes of this Deed of Easement.
(b) Interaction with Other Laws. This Easement does not permit any use of the
Property that is otherwise prohibited by federal, Commonwealth, or local law or regulation. Compliance
with this Deed of Easement in no way obviates, negates, supersedes, waives, or satisfies applicable
federal, Commonwealth, or local laws or regulations. In the event of any conflict between applicable
federal, Commonwealth, or local laws or regulations; the covenants, conditions, restrictions and option to
purchase as more fully stated in the City Deed, including the Contract attached to and made a part of the
Deed, and the provisions of this Deed of Easement, the standard which more effectively protects and
promotes the Preservation and Conservation Values will prevail.
Page 12 of 23
(c) Land Use. This Property is subject to and Grantor assumes full responsibility for
conformance with all applicable federal, state, and local laws and regulations concerning any land or land
use including those applying to any zoning, overlay, design, or historic district in which the Property is
located for any new construction, reconstruction, alteration, restoration, or rehabilitation of any Existing
Resources undertaken on the Property.
6.14 RECODIFICATION AND AMENDMENT OF STATUTES AND REGULATIONS:
In the event that any of the statutes or regulations cited in this Deed of Easement are re- codified or
amended, this Deed of Easement will be interpreted and enforced according to the re- codified or amended
statutes and regulations most closely corresponding to those cited herein and carrying out the purposes
recited herein.
6.15 CONSTRUCTION: Pursuant to the public policy of the Commonwealth favoring land
conservation, any general rule of construction to the contrary notwithstanding (including the common -law
rule that covenants restricting the free use of land are disfavored and must be strictly construed), it is the
intent of Grantor and Grantee that this Deed of Easement and all language contained herein shall be
liberally construed in favor of the grant to effect the purposes of the Easement and the policies and
purposes of Grantee. If any provision of this Deed of Easement is found to be ambiguous, an
interpretation that is consistent with the purposes of this Easement (to protect the Preservation and
Conservation Values and prevent the exercise of reserved rights in a way that would impair such values)
and that would render the provision valid will be favored over any interpretation that would render it
invalid. Notwithstanding the foregoing, lawful acts or uses consistent with the purposes of and not
expressly prohibited by this Deed of Easement are permitted on the Property.
6.16 STATUS OF GRANTEE AS AN INSTRUMENTALITY OF THE
COMMONWEALTH: With respect to tort liability for acts or occurrences on or about the Property, the
Commonwealth and Grantee and VDHR, as instrumentalities of the Commonwealth, are either: (i)
constitutionally immune (or partially immune) from suit, judgment or liability; (ii) insured; or (iii)
covered by a financial plan of risk management that is in the nature of self - insurance, all as determined by
applicable laws, government policies, and practices. Grantor acknowledges that neither Grantee, nor
VDHR have agreed to provide any indemnification or save harmless agreements running to Grantee. No
provision, covenant, or agreement contained in this Deed of Easement is deemed, in any manner, to be a
waiver of the sovereign immunity of the Commonwealth, Grantee, or VDHR, from tort or other liability.
6.17 EXTINGUISHMENT OF DEVELOPMENT RIGHTS: Any and all development
rights, subdivision rights and other rights affecting the future development (collectively, the
"Development Rights ") of the Property, except for those rights expressly reserved herein, are hereby
extinguished and terminated in perpetuity. Grantor unconditionally and irrevocably relinquishes the right
to transfer the Development Rights to any other real property or to use them for purposes of calculating
lot yield, density allowances, increases or decreases, and /or development potential of the Property or any
other property. Grantor warrants and covenants that neither the Property, nor any portion of it, has been
or will be dedicated as open -space within, or as part of, a residential subdivision or any other type of real
estate development plan or dedicated for the purpose of fulfilling density requirements to obtain approvals
for zoning, subdivision, site plan, or building permits. No Development Rights that have been
encumbered or extinguished by this Deed of Easement will be transferred to any other real property
pursuant to a transfer of Development Rights or purchase of Development Rights program, cluster
development plan, planned unit development, or other type of land use program or regulation intended to
restrict the future development of the Property.
6.18 ENVIRONMENTAL LIABILITY: Grantee is in no way liable for any condition
existing in, on, or about the Property, whether known or unknown, as of the Effective Date under the
Page 13 of 23
Clean Water Act (33 U.S.C. §§ 1251, et seq), the Clean Air Act (42 U.S.C. §§ 7401, et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. §§ 6901, et seq.), the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601, et seq.), or any
comparable Commonwealth or local law concerning the storage, disposal, remediation, or release of any
toxic or hazardous waste, material, or substance. Grantor agrees to indemnify and hold Grantee harmless
from any and all claims, suits, judgments, damages, fines, penalties, liability, costs, and expenses
(including costs and expenses for any required abatement, environmental clean -up or remediation, or
reasonable fees for costs and expenses for any required attorneys, consultants, or experts) resulting or
arising from any toxic or hazardous waste, material, or substance located in, on, or about the Property as
of the Effective Date or from the use, generation, storage, release, or disposal of any toxic or hazardous
waste, material, or substance in, on, or about the Property from and after the Effective Date.
6.19 TAX MATTERS: Grantee does not hereby provide any warranty or other assurance as
to the deductibility of the contribution of the interest conveyed, and the conveyance of this Easement is in
no way conditioned upon such deductibility. Grantee further makes no express or implied warranties that
any tax benefits will be available to Grantor from the donation of this Easement, or that any such tax
benefits might be transferable, or that there will be any market for any tax benefits that might be
transferable. By its execution hereof, Grantee acknowledges and confirms receipt of the Easement and
further acknowledges that Grantee has not provided any goods or services to Grantor in consideration of
the grant of the Easement.
6.20 RECORDING: This Deed of Easement shall be recorded in the land records in the
Clerk's Office of the Circuit Court of the City of Roanoke, Virginia, and Grantee may re- record it at any
time to preserve its rights under this Easement. This Deed of Easement shall be recorded immediately
subsequent to the City Deed and is and shall be subject and subordinate to the City Deed, including the
terms and conditions of the Contract attached thereto and made a part of the City Deed.
6.21 COUNTERPARTS: This Deed of Easement may be executed in one or more
counterparts, each of which, when executed and delivered shall be an original, but all of which shall
constitute one and the same Deed of Easement. Execution of this Deed of Easement at different times and
in different places by the parties hereto shall not affect the validity of the Easement.
6.22 NOTICE: All notices and communications under this Easement shall be directed as
follows:
Grantor:
Old School Partners I1, LLC
450 South Church Street
Fincastle, Virginia 24090
or
At the address reflected in the tax records maintained by the City of Roanoke, Virginia, for the
Property.
Grantee:
Easement Program
Virginia Department of Historic Resources
2801 Kensington Avenue
Richmond, Virginia 23221
Page 14 of 23
Written notice to the City shall be provided as follows:
City of Roanoke
Office of the City Manager
Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Suite 364
Roanoke, Virginia 24011
6.23 ENTIRE AGREEMENT: This instrument, the exhibits attached hereto, and the
documents incorporated herein by reference set forth the entire agreement of the parties hereto with
respect to this Deed of Easement and supersede all prior discussions, negotiations, understandings,
documents, drafts, and agreements relating to the conveyance of this Easement.
6.24 PRESUMPTIONS; INDEPENDENT LEGAL COUNSEL: This Deed of Easement
shall be construed without regard to any presumption or other rule requiring construction against the party
causing the Deed of Easement to be drafted. No presumption shall be created in favor of or against
Grantee with respect to the interpretation of any term or provision hereof due to the fact that this Deed of
Easement may have been prepared by Grantee or by the Office of the Attorney General of the
Commonwealth. Grantor acknowledges and understands that the Office of the Attorney General of the
Commonwealth, in preparing this Deed of Easement, solely represents Grantee. Grantor represents that
Grantor has had a chance to review this Deed of Easement and has had an opportunity to engage and
consult separate independent legal counsel of Grantor's own choice concerning the legal and other effects
of the provisions of this Deed of Easement, the rights and interests waived and granted hereunder, and all
other matters pertaining hereto.
6.25 RECITALS AND EXHIBITS: All recitals set forth above and exhibits attached hereto
are hereby incorporated into and made a part of this Deed of Easement.
6.26 HEADINGS; DEFINITIONS: The headings and titles to the articles, sections, and
subsections of this Deed of Easement are for convenience only and have no effect upon the construction or
interpretation of any part of this Deed of Easement. For the purposes of this Deed of Easement, all references
to the "Virginia Code" mean the Code of Virginia 1950, as amended.
6.27 GRANTEE NOT ASSUMING OBLIGATIONS OF GRANTOR: Notwithstanding
that the priority of the City Deed and Contract to this Deed of Easement, the parties agree that neither
Grantee, VDHR, nor the Commonwealth has assumed any obligation of Grantor under the City Deed or
the Contract. As evidenced by Exhibit C, attached hereto, the City has acknowledged, consented, and
agreed that neither Grantee, VDHR, nor the Commonwealth has assumed any obligation of Grantor under
the City Deed or the Contract.
Witness the following signatures and seal:
[COUNTERPART SIGNATURE PAGES TO FOLLOW]
{Remainder of page intentionally left blank}
Page 15 of 23
{Counterpart Signature Page 1 of 21
Grantor:
OLD SCHOOL PARTNERS, II, LLC a Virginia Limited Liability Company
David P. Hill
Its Manager
COMMONWEALTH of VIRGINIA
CITY /COUNTY of
), to -wit:
The foregoing Deed of Gift of Conservation Easement was acknowledged before me this
day of 2019, by David P. Hill, acting in his capacity as Manager and on behalf of
Old School Partners II, LLC, Grantor therein.
My commission expires:
Notary Commission No.
(SEAL)
Notary Public
Page 16 of 23
{Counterpart Signature Page 2 of 21
Accepted:
Grantee:
COMMONWEALTH OF VIRGINIA, BOARD of HISTORIC RESOURCES
By:
Julie V. Langan, Director
Commonwealth of Virginia, Department of Historic Resources
COMMONWEALTH of VIRGINIA )
CITY of RICHMOND ), to -wit:
The foregoing Deed of Gift of Conservation Easement was acknowledged before me this day
of , 2019, by Julie V. Langan, acting in her capacity as Director, Virginia
Department of Historic Resources, on behalf of the Commonwealth of Virginia, Board of Historic
Resources, Grantee therein.
My commission expires:
Notary Commission No.
(SEAL)
Notary Public
Page 17 of 23
Exhibit A
Legal Description
ALL OF THAT CERTAIN PARCEL OF REAL ESTATE located in the City of Roanoke Virginia, together
with the improvements thereon, BEGINNING at a Mag Nail at the southwest intersection of
Church Avenue, S.E. and Luck Avenue, S.E., said point being situated approximately 175 feet
east of the southeast corner of the intersection of Church Avenue, S.E. and South Jefferson
Street;
THENCE, leaving Church Avenue, S.E. and running with the western right -of -way line of Luck
Avenue, S.E., South 01 009'18" West, 176.27 feet to a Mag Nail at the northeast corner of Parcel
"B" on that certain plat referenced below;
THENCE, leaving Luck Avenue, S.E. and running with the north line of Parcel "B ", North
88 050'43" West, 50.00 feet to a Mag Nail, on the eastern right -of -way line of a 10 -foot wide
alley;
THENCE, leaving Parcel "B" and running with said alley, and with lands of The Branch Family,
L.L.C., and those of Barry C. Bellamy and Laura J. Bellamy, North 01'09'18" East, 176.27' to a
point on the southern right -of -way line of Church Avenue, S.E. and being situated 0.21 feet
south and 0.14 feet west of the corner of the building at #9 Church Avenue, S.E.;
THENCE, leaving the lands of Bellamy and running with the southern right -of -way line of
Church Avenue, S.E., South 88 °50'43" East, 50.00 feet to the BEGINNING and containing
0.2023 acres, more or less.
It being the same property shown and described as "Parcel A" on the plat entitled "Plat of Survey for Old
School Partners II, LLC Subdividing Lots 219 & 220, Ward 5, Roanoke Land & Improvement Company
(0.2295 acre) (Tax Parcel 4011706 -Deed Book 166, Page 244) Hereby Creating Parcels "A" and "B"
Situated on Church Avenue, S.E. City of Roanoke, Virginia ", prepared by Gay and Neel, Inc., dated October
11, 2018, which plat was recorded on in the Clerk's Office of the Circuit Court of the City of
Roanoke, Virginia in
It being the same property conveyed to Old School Partners II, LLC by Deed from the City of Roanoke,
Virginia dated —,recorded in the Clerk's Office of the Circuit Court of Roanoke City, Virginia,
in Deed Book —, Page _.
Page 18 of 23
Exhibit B
Preservation and Conservation Values
B -1 The Property is improved by a two -story historic brick fire station with cupola,
unoccupied as of the Effective Date, but previously in use as a fire station from circa 1907 through 2007.
B -2 The Property is individually listed on the Virginia Landmarks Register and the National
Register of Historic Places under Criterion A for its association "with events that have made a significant
contribution to the broad patterns of our history," particularly for its association with early 20d'- century
firefighting and the building's civic importance to the City of Roanoke, and under Criterion C as it embodies
"the distinctive characteristics of a type, period or method of construction" because Fire Station No. 1 is an
important example of Late Classical style architecture. The Property retains integrity of setting, location,
feeling and association with early 201x'- century firefighting and of construction, architectural style, and
materials as a turn-of the 200'- century functional firehouse.
B -3 Designed by architect Harry Hartwell "H. H." Huggins of Roanoke, Fire Station No. 1
was built circa 1906 by John Fletcher Barbour Construction Company and is a significant example of
Late Classical style architecture, which expressed a revival of classical models of architecture. Fire House
No. 1 represents this style through its embellished primary fagade distinguished by decorative motifs such
as keystones, arched and linteled openings used together, windows framed by symmetrical engaged
columns with Corinthian style pilaster capitals, cupola with bell tower, and rusticated limestone cladding
on the ground floor.
B -4 Fire Station No. 1 is an exceptional example of Late Classical period architecture
consisting of a two -story brick municipal building which illustrates defining characteristics of design and
setting, and possesses integrity of materials and craftsmanship, including its red brick walls, detailed bell
tower, modillion and dentiled cornice, rusticated first -story openings, form, massing, and plan, as well as
its ability to convey its significance as an early 20`x'- century firehouse. The exterior north elevation of Fire
Station No. 1 is laid with dark red pressed face brick and narrow joints of matching colored mortar. The east
and south elevations are laid in hand molded oversized bricks. The south (rear) elevation is painted brick.
B -5 The Property has been designated as a contributing resource to the Roanoke City Market
Historic District, which is listed on the Virginia Landmarks Register and the National Register of Historic
Places under Criterion A for its association "with events that have made a significant contribution to the
broad patterns of our history," particularly for the City Market building of 1922 and surrounding six -block
area that has served as the commercial center for the City of Roanoke from the late 19'''- century to mid -20`"
century. The district is also listed under Criterion C as it embodies "the distinctive characteristics of a type,
period or method of construction" because of the range of late 19`x' to early 200' century one to three -story
commercial buildings that distinguish the district. The Property retains integrity of setting, location, feeling
and/or association as an early 20d'- century firehouse and civil building within this district.
B -6 The Property, as of the Effective Date, is located within the City of Roanoke H -1 Historic
Downtown Overlay District known as the City Market Historic District, which local district was
established in accordance with Chapter 36.2, Zoning, of the City of Roanoke Code (1979), as amended,
and inclusion in such district requires prior review and approval by the Architectural Review Board of all
changes and alterations to the entire exterior of Fire Station No. 1 as a designated historic building in such
district.
B -7 The Property is visible from Church Avenue, S.E., and Luck Avenue, S.E. which are public
transportation corridors. The Property represents publicly significant open space in these corridors, and the
Page 19 of 23
Property's historic and open -space resources contribute to the historic, cultural, and open -space features that
define the existing urban character and streetscape quality along these roadways.
B -8 In accordance with Virginia Code § 10.1 -200, the 2018 Virginia Outdoors Plan (the
"VOP") is Virginia's official document regarding land conservation, outdoor recreation and open space
planning. It provides guidance for the protection of lands through actions of the Virginia Land Conservation
Foundation, and the VOP is required in order for Virginia to take part in the federal Land and Water
Conservation Fund ( "LWCF ") program. Chapter 12 of the VOP, entitled "Land Conservation," states:
"Conserved open -space lands provide benefits in terms of resilience to climate change, working (agricultural
and forested) landscapes, scenic landscapes, recreation, natural areas and parks, cultural and historic resource
protection, natural resource protection, water quality improvement and maintenance, and carbon
sequestration, along with the substantial economic benefits associated with these functions;" (VOP, Page
12.2) and "Land conservation is vital for protecting many of Virginia's shared community assets, such as its
rich biodiversity, outdoor recreation, water quality, historic and scenic resources, and working landscapes.
Localities and stakeholders who wish to preserve essential landscape components will be well served by a
comprehensive landscape - conservation strategy." (VOP, page 12.3) The VOP further states that the
"Preservation of historic resources is linked with land conservation and open -space protection. As
development spreads, it becomes even more important to protect cultural resources, which provide insight
into the social, cultural and economic development of Virginia and give citizens a tangible link to the past.
These resources include historic houses, commercial buildings, factories, mills, churches, battlefields,
archaeological sites and cultural landscapes. It is sound environmental policy to protect these resources,
which preserve important examples of the past needed to inspire and inform future generations." (VOP, Page
12.7) The VOP acknowledges that "Historic resources are also important to Virginia's economy. Attractive
financial incentives spur private investment in historic structures, resulting in the rehabilitation and
revitalization of neighborhoods and cities. At the same time, heritage tourism draws thousands of people to
Virginia's towns and cities each year. The 2017 VODS reports that visiting historic areas is the fifth most
needed outdoor recreation activity. Thus, protecting Virginia's historic and cultural resources in their
landscape settings is essential to maintaining the quality of life in the state." (VOP, Page 12.8)
B -9 Chapter 13 of the VOP, titled "Regional Recommendations," establishes outdoor
recreational planning regions, and Region 5: Roanoke Valley - Allegheny incorporates the Property.
Among its land conservation and historic resource recommendations for this region, the VOP includes the
following: "The cities of Roanoke, Salem and Covington are home to historic districts containing
examples of mid -19th through early 20th century buildings that reflect both national design trends and
local variations;" and "Appropriate conservation activities may include installation of highway markers
to commemorate historic locations and events, placement of historic properties on the Virginia
Landmarks Register or National Register of Historic Places and placement of historic preservation and
open space easements. Conservation targets include: 19th century farmsteads, 19th and early 20th century
dwellings and commercial buildings /districts; thermal springs resorts and hotels; and significant
prehistoric habitation sites." (VOP, Page 13.30)
B -10 The Property lies adjacent to or nearby approximately 117 acres of land protected by
historic preservation and conservation easements held by Grantee in the City of Roanoke and recorded in
the land records of the Clerk's Office of the Circuit Court for the City of Roanoke including: (i) Monterey,
116.038 acres f, recorded on January 31, 2000 as Instrument No. 070017099; (ii) 120, 122, and 124
Campbell Avenue, recorded on November 13, 1995 at Deed Book 1750, page 1445; (iii) 118 Campbell
Avenue, 0.18 f acre, recorded on February 18, 2000 as Instrument No. 000002124; and (iv) Mount Moriah
Baptist Church, 1.245 f acres, recorded on April 2, 2004 as Instrument No. 040006763.
B -11 This Easement is in furtherance of and pursuant to clearly delineated governmental
policies and documents set forth below:
Page 20 of 23
in:
Land conservation policies and documents of the United States of America as set forth in:
1. The National Historic Preservation Act of 1966 (54 U.S.C. §§ 300101 — 307108
(2015, as amended) and federal regulations (36 C.F.R. Parts 60.4, 61, 63 and 65).
2. The Secretary's Standards.
3. Review and a formal recommendation by the State Review Board of the
Commonwealth of Virginia, on behalf of the State Historic Preservation Officer,
pursuant to the National Historic Preservation Act, of eligibility for listing on the
National Register of Historic Places, which recommendation was made on September
19, 1972.
4. Formal determination by the Keeper of the National Register of Historic Places that
the Property meets the Criteria for Evaluation and subsequent listing of the Property
on the National Register of Historic Places on May 7, 1973.
b. Land conservation policies and documents of the Commonwealth of Virginia as set forth
1. Section 1 of Article XI of the Constitution of Virginia.
2. Virginia Code § § 10.1 -2200 - 10.1 -2214.
3. State regulations codified in Chapter 30, Agency 5, Title 17 of the Virginia
Administrative Code.
4. State regulations codified in Chapter 20, Agency 10, Title 17 of the Virginia
Administrative Code.
5. Grantee's formal determination at a public meeting on September 19, 1972 that the
Property meets the criteria for listing on the Virginia Landmarks Register and
Grantee's designation of the Property for inclusion in the Virginia Landmarks
Register.
6. The Open -Space Land Act.
7. The Virginia Outdoors Plan (2018), prepared by the Virginia Department of
Conservation and Recreation.
8. Grantee's practices in reviewing and accepting this Easement, which include review
by VDHR's Easement Program staff, review by a committee comprised of VDHR
staff from different divisions and review and acceptance by Grantee at a public
meeting, as set forth in Grantee's written adopted policies.
Land use policies of the City of Roanoke as delineated in:
Vision 200112020: Roanoke, Virginia Comprehensive Plan, adopted by the City
Council on August 20, 2001, to which plan the restrictions set forth in this deed
conform as follows:
(i) Chapter 3.2: Environmental, Cultural, and Historic Resources, Policy EC P6:
"Cultural and historic resources. Roanoke will support, develop, and promote its
cultural resources. Roanoke will identify, preserve, and protect its historic
districts, landmark features, historic structures, and archaeological sites."
(Chapter 3, page 49)
(ii) Chapter 3.2: Environmental, Cultural, and Historic Resources, Action EC A24:
"Develop a local funding strategy for environmental programs, conservation
easements, and cultural programs." (Chapter 3, page 51)
(iii) Chapter 3.2: Environmental, Cultural, and Historic Resources, Public and Open
Spaces, Action EC A29: "Work with conservation organizations to identify
Page 21 of 23
critical open space or sensitive environmental properties and pursue the purchase
of conservation easements." (Chapter 3, page 51)
The City of Roanoke Downtown Plan, adopted by the City Council on December 18,
2017, as amended, to which plan the restrictions set forth in this deed conform as
follows:
(i) Section 1, Policy 1 -B: "Protect historically significant buildings in the
downtown," specifically including within the City Market Historic District.
Page 22 of 23
Exhibit C
CITY'S ACKNOWLEDGEMENT, CONSENT, AND AGREEMENT
The City of Roanoke, Virginia acknowledges, consents, and agrees that, notwithstanding the priority of
the restrictions, provisions, and agreements set forth in the City Deed and Contract over the terms and
conditions of this Deed of Easement, Grantee, VDHR, and the Commonwealth have assumed no
obligation to perform any of the obligations of Grantor under the City Deed or Contract. The City further
acknowledges, consents, and agrees that (i) the City may enforce its rights and remedies under the City
Deed and Contract only against the Grantor and its successors and assigns, and the Property, not against
Grantee, VDHR, or the Commonwealth and (ii) neither Grantee, VDHR, nor the Commonwealth has
assumed any responsibility for enforcing the provisions of the City Deed or Contract against Grantor.
CITY OF ROANOKE, VIRGINIA,
a Virginia municipal corporation
C
Robert S. Cowell, Jr.
City Manager
COMMONWEALTH of VIRGINIA)
CITY OF ROANOKE ), to -wit:
The foregoing Acknowledgement, Consent, and Agreement was acknowledged before me this day
of , 2019, by Robert S. Cowell, Jr. acting in his capacity as City Manager of the City
of Roanoke, Virginia, a Virginia municipal corporation, for and on behalf of the City of Roanoke,
Virginia.
Notary Public
My commission expires:
Notary Commission No.
(SEAL)
Page 23 of 23
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41562 - 091619.
AN ORDINANCE providing for an establishment of the fees at the Brandon Lot, authorizing the
City Manager to issue guidelines to implement, administer, and enforce such fees; providing for an effective
date; and dispensing with the second reading of this Ordinance by title.
WHEREAS, on September 30, 2019, the City will purchase the Brandon Lot at 0 Salem Avenue,
S.W., and 325 Salem Avenue, S.W., Roanoke, Virginia, and effective October 1, 2019, the Brandon Lot
will be managed and operated by Park Roanoke, pending development of the Brandon Lot as a central bus
transit facility; and
WHEREAS, effective October 1, 2019, the fee for the Brandon Lot, which is monthly parking only,
will be $35.00 per month, Monday through Friday, 8:00 a.m. to 5:00 p.m.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
1. The Fee Compendium of the City, maintained by the Director of Finance and authorized and
approved by the City Council by Resolution No. 32412 - 032795, adopted March 27, 1995, effective as of
that date, shall be amended by separate resolution to reflect the new fees to be charged at Brandon Lot.
2. The above fees, charges, and related matters shall be in full force and effect on and after October
1, 2019.
3. The City Manager is hereby authorized to issue such guidelines, as the City Manager deems
appropriate in order to implement, administer, and enforce the fees and matters provided for in this
Ordinance.
4. Pursuant to the provisions of Section 12 of the City Charter, the second reading of this
Ordinance by title is dispensed with.
ATTEST:
I .
City Clerk.
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41563 - 091619.
A RESOLUTION directing an amendment of the Fee Compendium; and establishing an
effective date.
WHEREAS, on September 30, 2019, the City will purchase the Brandon Lot at 0 Salem
Avenue, S.W., and 325 Salem Avenue, S.W., Roanoke, Virginia, and effective October 1, 2019, the
Brandon Lot will be managed and operated by Park Roanoke;
WHEREAS, effective October 1, 2019, the fee for the Brandon Lot, which is monthly
parking only, will be $35.00 per month, Monday through Friday, 8:00 a.m. to 5:00 p.m., as
established by City Council by the adoption of an ordinance to establish such monthly parking fee;
and
WHEREAS, City Council desires to direct an amendment to the Fee Compendium to reflect
the inclusion of the Brandon Lot within the City's parking facilities.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke that:
The Fee Compendium of the City, maintained by the Director of Finance and
authorized and approved by the City Council by Resolution No. 32412- 032795, adopted March 27,
1995, effective as of that date, shall be amended to reflect the fee to be charged at the Brandon Lot.
2. Effective October 1, 2019, the fee for the Brandon Lot, which is monthly parking
only, will be $35.00 per month, Monday through Friday, 8:00 a.m. to 5:00 p.m.
ATTEST:
City Clerk.
G
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Amendment of the Fee Compendium Related to the
Establishment of a Monthly Parking Fee for the Brandon
Parking Lot
Background:
On September 30, 2019 the City will acquire the property located at 0 Salem
Avenue, S.W. and 325 Salem Avenue, S.W. known as the Brandon Lot for its
eventual use as the location of the Greater Roanoke Transit Company's central
bus transit facility to replace the current Campbell Court facility. While that
contemplated project moves through its design process, the City desires to use
the existing parking lot for public monthly parking purposes by the City's Park
Roanoke downtown parking system. In order to make parking spaces available
for monthly parking purposes, the location must be added to the City's Fee
Compendium.
Considerations:
Monthly parking permits would be made available at $35 per month, and
monthly parking only would be authorized and enforced Monday through
Friday, 8:00 a.m. to 5:00 p.m. There would be no charge for parking on the lot
at other times.
Recommended Action:
Adopt an Ordinance to adopt the monthly parking fee of $35 for the Brandon
Lot and adopt a Resolution to add the Brandon Lot monthly parking fee to the
City's Fee Compendium.
-- - - - - -- -- -------- - - - - --
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Brian Townsend, Assistant City Manager for Community
Development
Jaime Brooks, General Manager, Park Roanoke
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41564 - 091619.
AN ORDINANCE to appropriate funding from federal grants for various educational
programs, amending and reordaining certain sections of the 2019 -2020 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
2019 -2020 School Grant Fund Appropriations be, and the same are hereby, amended and
reordained to read and provide as follows:
Appropriations
302 - 110 - 1102 - 0420 - 141 P - 61100 - 41121 - 2 - 05
$ 35,525
Teachers
302 - 110 - 1102 - 0420 - 141 P - 61100 - 41124 - 2 - 05
46,506
Program Coordinator /Site
Manager
302 - 110 - 1102 - 0420 - 141 P - 61100 - 41141 - 2 - 05
27,600
Activity Assistants
302 - 110 - 1102 - 0420 - 141 P - 61100 - 42201 - 2 - 05
7,513
Social Security
302 - 110 - 1102 - 0420 - 141 P - 61100 - 42204 - 2 - 05
4 248
Medical /Dental
Professional Contracted Services
302 - 110 - 1102 - 0420 - 141 P - 61100 - 43313 - 2 - 05
34,627
36,900
Professional Transportation
302 - 110 - 1102 - 0420 - 141 P - 61100 - 43343 - 2 - 05
141 P 61100 - 45551 - 2 - 05
1,366
Travel — Mileage, Meals, &
302 - 110 - 1102 - 0420 - -
Lodging
Educational & Recreational
302 - 110 - 1102 - 0420 - 141 P - 61100 - 46614 - 2 - 05
4,200
Supplies
302 - 120 - 0000 - 0000 - 111 P - 61100 - 41121 - 9 - 02
2,242,000
Teachers
302 - 120 - 0000 - 0000 - 111 P - 61100 - 41124 - 9 - 02
111,843
Coordinators
302 - 120 - 0000 - 0000 - 111 P - 61100 - 41129 - 9 - 02
36,680
Supplements
302 - 120 - 0000 - 0000 - 111 P - 61100 - 41141 - 9 - 02
61,218
Classroom Aides
302-120-00 00 - 0000 - 111 P - 61100 - 42200 - 9 - 02
28,050
Retiree Health Credit
302-120-00 00 - 0000 - 111 P - 61100 - 42201 - 9 - 02
178 821
Social Security
302 - 120 - 0000 - 0000 - 111 P - 61100 - 42202 - 9 - 02
372,832
Virginia Retirement System
302 - 120 - 0000 - 0000 - 111 P - 61100 - 42204 - 9 - 02
391,764
Health Insurance
302 - 120 - 0000 - 0000 - 111 P - 61100 - 42205 - 9 - 02
28,512
Group Life Insurance
302 - 120 - 0000 - 0000 - 111 P - 61100 - 43311 - 9 - 02
70,000
Professional Services
302 - 120 - 0000 - 0000 - 111 P - 61100 - 45551 - 9 - 02
18,000
Travel /Mileage
302 - 120 - 0000 - 0000 - 111 P - 61100 - 46614 - 9 - 02
100,000
Instructional Supplies
302 - 120 - 0000 - 0000 - 121 P - 61100 - 41121 - 9 - 02
67 245
Teachers
302 - 120 - 0000 - 0000 - 121 P - 61100 - 41124 - 9 - 02
12,500
Coordinators
302 - 120 - 0000 - 0000 - 121 P - 61100 - 41129 - 9 - 02
5,467
Supplements
Retiree Health Credit
302 - 120 - 0000 - 0000 - 121 P - 61100 - 42200 - 9 - 02
583
7 911
302 - 120 - 0000 - 0000 - 121 P - 61100 - 42201 - 9 - 02
Social Security
302 - 120 - 0000 - 0000 - 121 P - 61100 - 42202 - 9 - 02
11,624
Virginia Retirement System
302 - 120 - 0000 - 0000 - 121 P - 61100 - 42204 - 9 - 02
g 882
Health Insurance
302-120-0 000 - 0000 - 121 P - 61100 - 42205 - 9 - 02
625
Group Life Insurance
302-120-0 000 - 0000 - 121 P - 61100 - 43311 - 9 - 02
5,500
Professional Services
302 - 120 - 0000 - 0000 - 121 P - 61100 - 45551 - 9 - 02
2,000
Travel /Mileage
302 - 120 - 0000 - 0000 - 121 P - 61100 - 46614 - 9 - 02
6,000
Instructional Supplies
Revenues
302-000-0 000 - 0000 - 111 P - 00000 - 38027 - 0 - 00
$ 3629
Federal Grant Receipts
302 - 000 - 0000 - 0000 - 121 P - 00000 - 38173 - 0 - 00
337
Federal Grant Receipts
302 - 000 - 0000 - 0420 - 141 P - 00000 - 38287 - 0 - 00
198,485
Federal Grant Receipts
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.
September 16, 2019
The Honorable Sherman P. Lea, Sr., Mayor
and Members of Roanoke City Council
Roanoke, VA 24011
Dear Mayor Lea and Members of Council:
As a result of official School Board action on Tuesday,
September 10, 2019, the Board respectfully requests that
City
Council approve the following appropriation requests:
New Appropriation
Award
IDEA Part B, Section 611, Flow - Through 2019 -20
$3,639,720.00
IDEA Part B, Section 619, Preschool 2019 -20
$129,337.00
Title IV, Part B, Hurt Park Elementary School
$ 198,485.00
Community Learning Center 2019 -20
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 Holli Salyers (w /details)
Mark K. Cathey
www.rcps.info p: 540.853.2381 f: 540.853.2951
ROANOKE CITY
PUBLIC SCHOOLS
Strong Students. Strong Schools. Strong City.
School Board
Mark K. Cathey
Chairman
Lutheria H. Smith
Vice Chairman
William B. Hopkins, Jr.
Elizabeth C. S. Jamison
Laura D. Rottenborn
Joyce W. Watkins
Dick Willis
Dr. Rita D. Bishop
Superintendent
Cindy H. Poulton
Clerk of the Board
P.O. Box 13145 Roanoke VA 24031
CITY COUNCIL AGEN DA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: School Board Appropriation Request
Background:
As the result of official Roanoke City School Board action at its September 10, 2019 meeting, the
Board respectfully requested that City Council appropriate funding as outlined in this report.
The 2019 -20 Title IV, Part B, Hurt Park Elementary School Community Learning Center grant award
of $198,485 supports the Hurt Park Elementary School Community Learning Center in an effort to
address the critical attendance, academic, and parental involvement needs of the school in a safe,
supervised, and nurturing environment. This grant will be reimbursed by Federal funds and will
end September 20, 2021. This is a continuing program.
The 2019 -20 IDEA Part B, Section 61 1 , Flow- Through grant award of $3,639,720 provides funding
for the education and guidance ber students 30 2021 with
This is disabilities. cos This grant will be reimbursed by
Federal funds and will end September ,
The 2019 -20 IDEA Part B, Section 619, Preschool grant award of $129,337 provides funding to
support early childhood educational services for students ll will be
reimbursed by Federal funds an illendSep tember 30, 2021. acontinu ng program.
Recommended Action:
We recommend that Council concur with this
of the appropriate lfBndiag aso adopt
linedhe attached
budget ordinance to establish reve nue estimates
� r
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
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, s. w., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk(droanokeva.gov
STEPHANIE M. MOON REYNOLDS, MMC
Cih Clerk
September 20, 2019
Cindy C. Pasternak
2606 Highland Road, S. E.
Roanoke, Virginia 24014
Dear Ms. Pasternak:
CECELIA F. MCCOY, CHIC
Deputy City Clerk
CECELIA T. WEBB, CHIC
Assistant Deputy City Clerk
At the regular meeting of the Council held on Monday, September 16, 2019, you were
appointed as a member of the Roanoke
2019 and Neihborhood Advocates for a
g September 30, 2022. three -year term
of office commencing October
For your information, I am enclosing copy of Resolution No. 41545 - 090319 amending,
restating, and reordaining the objectives, duties, and responsibilities of Roanoke
Neighborhood Advocates, which Resolution was adopted by the Council on Tuesday,
September 3, 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 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 -3702, Code of Virginia (1950), as amended, I am enclosing a
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."
Cindy C. Pasternak
September 20, 2019
Page 2
On behalf of the Mayor and Members of City Council, I would like to express
appreciation for your willingness to serve as a member of the Roanoke Neighborhood
Advocates.
Sincerely,
Stephanie M. Moon Reynolds, MMC
City Clerk
Enclosure
pc: Tonya Pickett, Neighborhood Services Coordinator
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 sixteenth day of September, CINDY C. PASTERNAK
was appointed as a member of the Roanoke Neighborhood Advocates for a three -year
term of office commencing October 1, 2019 and ending September 30, 2022.
Given under my hand and the Seal of the City of Roanoke this twentieth day of
September 2019.
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk(a-;roanokeva.gov
STEPHANIE M. MOON REYNOLDS, MNIC
Citv Clerk
September 20, 2019
Jamaal Jackson
4227 Quail Drive, N. W.
Roanoke, Virginia 24017
Dear Mr. Jackson:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CHIC
Assistant DeputyCity Clerk
At the regular meeting of the Council held on Monday, September 16, 2019, you were
appointed as a member of the Roanoke Neighborhood Advocates for a three -year term
of office commencing October 1, 2019 and ending September 30, 2022.
For your information, I am enclosing copy of Resolution No. 41545 - 090319 amending,
restating, and reordaining the objectives, duties, and responsibilities of Roanoke
Neighborhood Advocates, which Resolution was adopted by the Council on Tuesday,
September 3, 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 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 -3702, Code of Virginia (1950), as amended, I am enclosing a
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."
Jamaal Jackson
September 20, 2019
Page 2
On behalf of the Mayor and Members of City Council, I would like to express
appreciation for your willingness to serve as a member of the Roanoke Neighborhood
Advocates.
Sincerely,
Stephanie M. Moon Reynolds, MMC
City Clerk
Enclosure
PC: Tonya Pickett, Neighborhood Services Coordinator
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 sixteenth day of September, JAMAAL JACKSON was
appointed as a member of the Roanoke Neighborhood Advocates for a three -year term
of office commencing October 1, 2019 and ending September 30, 2022.
Given under my hand and the Seal of the City of Roanoke this twentieth day of
September 2019.
City Clerk
t�
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, s. w., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk(d;roanokeva.gov
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
September 20, 2019
Charles Wilson
17 Church Avenue, S. W.
Apartment 202
Roanoke, Virginia 24011
Dear Mr. Wilson:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
At the regular meeting of the Council held on Monday, September 16, 2019, you were
appointed as a member of the Roanoke 019 and egdb g September 30, 2022. three -year term
of office commencing October
For your information, I am enclosing copy of Resolution No. 41545 - 090319 amending,
restating, and reordaining the objectives, duties, and responsibilities of Roanoke
Neighborhood Advocates, which Resolution was adopted by the Council on Tuesday,
September 3, 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 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 -3702, Code of Virginia (1950), as amended, I am enclosing a
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."
Charles Wilson
September 20, 2019
Page 2
On behalf of the Mayor and Members of City Council, I would like to express
appreciation for your willingness to serve as a member of the Roanoke Neighborhood
Advocates.
Sincerely,
Stephanie M. Moon Reynolds, MMC
City Clerk
Enclosure
PC: Tonya Pickett, Neighborhood Services Coordinator
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 sixteenth day of September, CHARLES WILSON was
appointed as a member of the Roanoke Neighborhood Advocates for a three -year term
of office commencing October 1, 2019 and ending September 30, 2022.
Given under my hand and the Seal of the City of Roanoke this twentieth day of
September 2019.
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerkCa roanokeva.gov
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
September 20, 2019
Katelynn Lewis
2278 Westover Avenue, S. W.
Roanoke, Virginia 24015
Dear Ms. Lewis:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
At the regular meeting of the Council held on Monday, September 16, 2019, you were
appointed as a member of the Roanoke Neighborhood Advocates for a two -year term of
office commencing October 1, 2019 and ending September 30, 2021.
For your information, I am enclosing copy of Resolution No. 41545 - 090319 amending,
restating, and reordaining the objectives, duties, and responsibilities of Roanoke
Neighborhood Advocates, which Resolution was adopted by the Council on Tuesday,
September 3, 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 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 -3702, Code of Virginia (1950), as amended, I am enclosing a
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."
Katelynn Lewis
September 20, 2019
Page 2
On behalf of the Mayor and Members of City Council, I would like to express
appreciation for your willingness to serve as a member of the Roanoke Neighborhood
Advocates.
Sincerely,
i
M1.
Stephanie M. Moon Reynolds, MMC
City Clerk
Enclosure
PC: Tonya Pickett, Neighborhood Services Coordinator
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 sixteenth day of September, KATELYNN LEWIS was
appointed as a member of the Roanoke Neighborhood Advocates for a two -year term of
office commencing October 1, 2019 and ending September 30, 2021.
Given under my hand and the Seal of the City of Roanoke this twentieth day of
September 2019.
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
F -mail• clerkra-roanokeva_ env
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
September 20, 2019
Sunni Purviance
1340 Morningside Street, S. E.
Roanoke, Virginia 24013
Dear Ms. Purviance:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CHIC
Assistant Deputy City Clerk
At the regular meeting of the Council held on Monday, September 16, 2019, you were
appointed as a member of the Roanoke Neighborhood Advocates for a two -year term of
office commencing October 1, 2019 and ending September 30, 2021.
For your information, I am enclosing copy of Resolution No. 41545 - 090319 amending,
restating, and reordaining the objectives, duties, and responsibilities of Roanoke
Neighborhood Advocates, which Resolution was adopted by the Council on Tuesday,
September 3, 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 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 -3702, Code of Virginia (1950), as amended, I am enclosing a
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."
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 sixteenth day of September, SUNNI PURVIANCE was
appointed as a member of the Roanoke Neighborhood Advocates for a two -year term of
office commencing October 1, 2019 and ending September 30, 2021.
Given under my hand and the Seal of the City of Roanoke this twentieth day of
September 2019.
City Clerk
j;
�1I l
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41565- 091619.
A RESOLUTION approving of the disposition of Campbell Court as set forth in the First
Reinstated Agreement for the Exchange of Real Estate Between the City of Roanoke, Virginia
( "City ") and Greater Roanoke Transit Company ( "GRTC ") ( "Reinstated Agreement "), as
recommended by the GRTC Board; ratifying, approving, and authorizing the actions of the
GRTC Board to (i) authorize the President and General Manager of GRTC to execute the
Reinstated Agreement; and (ii) authorize the President and /or General Manager to execute such
further documents and take such further actions as may be necessary to accomplish the sale of
real property and the acquisition of real property; and authorizing the City Manager or the Mayor
to execute a certification that the City, as Stockholder of GRTC, approves of the disposition of
Campbell Court, as recommended by the Board of GRTC, and in accordance with the proposed
Reinstated Agreement.
WHEREAS, the Board of GRTC recommended to the GRTC Stockholder that the GRTC
Stockholder approve, ratify, and authorize the disposition of Campbell Court as set forth in the
Reinstated Agreement, the acquisition of the GRTC Relocation Parcels as set forth in the
Reinstated Agreement, and approve GRTC entering into the proposed Reinstated Agreement for
the sale of Campbell Court to the City and the acquisition of the GRTC Relocation Parcels by
GRTC and to take all steps necessary to effectuate the transactions contemplated in the
Reinstated Agreement, including, without limitation, the sale and exchange of Campbell Court to
the City by Special Warranty Deed and the acquisition of the GRTC Relocation Parcels by
GRTC pursuant to a Special Warranty Deed from the City, all as further set forth in the Letter
from the City Attorney dated September 16, 2019, to the City Council;
1
WHEREAS, under applicable provisions of State Code, the City, as the sole Stockholder
of GRTC, must approve the recommendation of the GRTC Board to dispose of Campbell Court
as set forth in the Reinstated Agreement;
WHEREAS, the City and GRTC entered into an Agreement for the Exchange of Real
Estate dated January 23, 2019, as amended (Original Agreement) following authorization by the
GRTC Board, GRTC Stockholder, and City Council through the adoption of Ordinance No.
41371- 012219;
WHEREAS, the Original Agreement authorized the sale and conveyance of four parcels
of real property, collectively referred to as the GRTC Relocation Parcels, and described as (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, currently 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 o. 1010122, currently owned by The Brandon Company, Incorporated; from the City
to GRTC, in accordance with the Original Agreement, in exchange for the transfer of cert
N ain real
property located in the City of Roanoke, Virginia, at 29 Campbell Avenue S.W., and 30 Salem
Avenue S.W., commonly known as Campbell Court and owned by GRTC, from GRTC to the
City;
WHEREAS, the Original Agreement inadvertently expired by August 30, 2019, before
the City and GRTC could complete their obligations under the Original Agreement or extend the
term of the Original Agreement. Notwithstanding the expiration of the Original Agreement, the
City and GRTC have continued to perform their obligations under the terms of the Original
Agreement as if it were in full force and effect;
0
WHEREAS, The City and GRTC propose to enter into the Reinstated Agreement under
which the City, after it acquires the GRTC Relocation Parcels from Brandon, Woody and
Booker, LLC and The Brandon Company, Incorporated, under the GRTC Relocation Parcels
Agreement, subject to the terms and conditions of the Reinstated Agreement, would transfer the
GRTC Relocation Parcels to GRTC in exchange for the transfer of Campbell Court by GRTC to
the City, subject to the terms and conditions of the Reinstated Agreement; and
WHEREAS, pursuant to applicable laws of the Commonwealth of Virginia, the
disposition of Campbell Court by GRTC pursuant to the Reinstated Agreement, must be
approved by the GRTC Stockholder.
THEREFORE, BE IT RESOLVED by the City Council of the City of Roanoke as
follows:
1. The City Council, on behalf of the City as stockholder of GRTC, finds and
determines that the Reinstated Agreement is in the best interests of GRTC and its stockholder in
providing GRTC with a new transportation center and allows GRTC to dispose of Campbell
Court for uses other than bus transportation services; and approves the execution, delivery, and
performance, by GRTC, of the Reinstated Agreement.
2. In accordance with the Articles of Incorporation and Bylaws of GRTC and
applicable laws of the Commonwealth of Virginia, including without limitation, Section 13.1-
724, Code of Virginia (1950), as amended, the City Council, on behalf of the City as stockholder
of GRTC, approves of the disposition of Campbell Court as set forth in the Reinstated
Agreement, as recommended by the GRTC Board.
3. The City Council, on behalf of the City as stockholder of GRTC, ratifies,
approves, and authorizes the actions of the GRTC Board to:
3
(i) authorize the President and the General Manager to execute the proposed
Reinstated Agreement, which proposed agreement includes the transfer of Campbell Court from
GRTC to the City. Such Reinstated Agreement shall be approved as to form by GRTC's General
Counsel.
(ii) authorize the President and the General Manager to execute such further
documents, including a Special Warranty Deed of Conveyance from GRTC transferring
Campbell Court to the City in accordance with the terms of the Reinstated Agreement, and take
such further actions as may be necessary to implement, administer, and enforce the Reinstated
Agreement, and complete the sale and transfer of Campbell Court to the City.
(iii) authorize the President and the General Manager to execute such further
documents, including the acceptance of a Special Warranty Deed of Conveyance from the City
for the sale and transfer of the GRTC Relocation Parcels to GRTC in accordance with the terms
of the Reinstated Agreement and take such further actions as may be necessary to implement,
administer, and enforce the Reinstated Agreement, and complete the acquisition of the GRTC
Relocation Parcels by GRTC.
4. The City Council authorizes the City Manager and /or the Mayor to execute a
certification that the City, as Stockholder of GRTC, approves of the disposition of Campbell
Court, as recommended by the Board of GRTC, and in accordance with the proposed Reinstated
Agreement.
ATTEST:
�4— . (), • 0 •,•
City Cle
L,
Daniel J. Callaghan
City Attorney
CITY OF ROANOKE
OFFICE OF THE CITY ATTORNEY
464 MUNICIPAL BUILDING
215 CHURCH AVENUE, SW
ROANOKE, VIRGINIA 24011 -1595
TELEPHONE 540 - 853 -2431
FAX 540.853 -1221
September 16, 2019
The Honorable Sherman M. Lea, Mayor
and Members of City Council
Roanoke, Virginia
Timothy R. Spencer
David L. Collins
Heather P. Ferguson
Laura M. Carini
Douglas L. Barber
Assistant City Attorneys
Re: Special Meeting of Stockholder of Greater Roanoke Transit Company to Consider Proposed
First Reinstated Agreement for the Exchange of Real Estate between the City and GRTC
Dear Mayor Lea and Members of Council:
Background
Pursuant to the authority set forth in the Charter of the City of Roanoke and applicable provisions of
the Code of Virginia, the City created Greater Roanoke Transit Company (GRTC) and established
GRTC to provide bus transportation services for the public. GRTC owns the City's transportation
center, known as Campbell Court and more particularly described below, and GRTC desires to
construct a new transportation center within the City. The City is the sole Stockholder of GRTC.
The City and GRTC entered into an Agreement for the Exchange of Real Estate dated January 23,
2019; as amended (Original Agreement) following authorization by the GRTC Board, GRTC
Stockholder, and City Council through the adoption of Ordinance No. 41371- 012219. The Original
Agreement authorized the sale and conveyance of four parcels of real property, collectively referred
to as the GRTC Relocation Parcels, and described as (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, currently 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, currently owned by The
Brandon Company, Incorporated; from the City to GRTC, in accordance with the Original
Agreement, in exchange for the transfer of certain real property located in the City of Roanoke,
Virginia, at 29 Campbell Avenue S.W., and 30 Salem Avenue S.W., commonly known as Campbell
Court and owned by GRTC, from GRTC to the City.
An express condition precedent to the Original Agreement was the acquisition of the GRTC
Relocation Parcels by the City, pursuant to the terms of the Agreement for the Purchase and Sale of
Real Estate between the City, Brandon, Woody and Booker, LLC, and The Brandon Company,
Incorporated, dated January 23, 2019 (GRTC Relocation Parcels Agreement). In addition, the
transaction contemplated under the Original Agreement under which GRTC would transfer
Campbell Court to the City was subject to the approval of the United States Department of
Transportation, Federal Transit Administration (FTA) by August 30, 2019.
The Original Agreement inadvertently expired by August 30, 2019, before the City and GRTC could
complete their obligations under the Original Agreement or extend the term of the Original
Agreement. Notwithstanding the expiration of the Original Agreement, the City and GRTC have
continued to perform their obligations under the terms'of the Original Agreement as if it were in full
force and effect. The City and GRTC propose to enter into the First Reinstated Agreement for the
Exchange of Real Estate (Reinstated Agreement) under which the City, after it acquires the GRTC
Relocation Parcels from Brandon, Woody and Booker, LLC and The Brandon Company,
Incorporated, under the GRTC Relocation Parcels Agreement, subject to the terms and conditions of
the Reinstated Agreement, would transfer the GRTC Relocation Parcels to GRTC in exchange for
the transfer of Campbell Court by GRTC to the City, subject to the terms and conditions of the
Reinstated Agreement. The proposed Reinstated Agreement establishes new dates for completion of
due diligence and satisfaction of other contingencies. The other terms and conditions contained in
the Original Agreement are reinstated in the Reinstated Agreement.
The Reinstated Agreement is contingent on (i) the City's acquisition of the GRTC Relocation
Parcels; and either (ii) construction of a temporary central transit transfer 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 transfer facility if the City and Developer Exchange
Agreement terminates during the inspection periods set forth in that agreement. The proposed
Reinstated Agreement is subject to (a) approval by City Council following a public hearing; (b)
approval by the GRTC Board of Directors; (c) approval by the City 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.
The proposed Reinstated Agreement was considered by the GRTC Board of Directors at its regular
meeting on September 16, 2019 at 1:00 p.m. The Board recommended to the GRTC Stockholder that
the GRTC Stockholder approve, ratify, and authorize the disposition of Campbell Court as set forth
in the Reinstated Agreement, the acquisition of the GRTC Relocation Parcels as set forth in the
Reinstated Agreement, and approve GRTC entering into the proposed Reinstated Agreement for the
sale of Campbell Court to the City and the acquisition of the GRTC Relocation Parcels by GRTC
and to take all steps necessary to effectuate the transactions contemplated in the Reinstated
Agreement, including, without limitation, the sale and exchange of Campbell Court to the City by
Special Warranty Deed and the acquisition of the GRTC Relocation Parcels by GRTC pursuant to a
Special Warranty Deed from the City. Under applicable provisions of State Code, the City, as the
sole Stockholder of GRTC, must approve the recommendation of the GRTC Board to dispose of
Campbell Court as set forth in the Reinstated Agreement.
The proposed Reinstated Agreement is under consideration by City Council following a public
hearing scheduled for September 16, 2019 at 7:00 p.m. or as soon thereafter as the matter may be
heard.
Recommendation
Based on the foregoing, I recommend that Council authorize the City, as stockholder of GRTC, to:
A
Find and determine that the Reinstated Agreement is in the best interests of GRTC and its
stockholder in providing GRTC with a new transportation center and allows GRTC to dispose of
Campbell Court for uses other than bus transportation services.
In accordance with the Articles of Incorporation and Bylaws of GRTC and applicable laws of the
Commonwealth of Virginia, including without limitation, Section 13.1 -724, Code of Virginia
(1950), as amended, approve of the disposition of Campbell Court as set forth in the Reinstated
Agreement, as recommended by the GRTC Board.
Ratify, approve, and authorize the actions of the GRTC Board to:
(i) authorize the President and the General Manager to execute the proposed Reinstated
Agreement, which proposed agreement includes the transfer of Campbell Court from GRTC to the
City. Such Reinstated Agreement shall be approved as to form by GRTC's General Counsel.
(ii) authorize the President and the General Manager to execute such further documents, including
a Special Warranty Deed of Conveyance from GRTC transferring Campbell Court to the City in
accordance with the terms of the Reinstated Agreement, and take such further actions as may be
necessary to implement, administer, and enforce the Reinstated Agreement, and complete the sale
and transfer of Campbell Court to the City.
(iii) authorize the President and the General Manager to execute such further documents,
including the acceptance of a Special Warranty Deed of Conveyance from the City for the sale and
transfer of the GRTC Relocation Parcels to GRTC in accordance with the terms of the Reinstated
Agreement and take such further actions as may be necessary to implement, administer, and enforce
the Reinstated Agreement, and complete the acquisition of the GRTC Relocation Parcels by GRTC.
Authorize the City Manager and /or the Mayor to execute a certification that the City, as Stockholder
of GRTC, approves of the disposition of Campbell Court, as recommended by the Board of GRTC,
and in accordance with the proposed Reinstated Agreement.
Attached to this letter is a resolution that will authorize these actions. Please let me know if you have
questions.
Sincerely,
Daniel J. llaghan
Roanoke ty Attorne
LMC /lsc
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 C. Merchant, Director of Finance
Laura M. Carini, Assistant City Attorney
Kevin L. Price, General Manager, GRTC
CERTIFICATION 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
Company, a Virginia corporation (GRTC), pursuant to Resolution No. - 091619, adopted
by City Council on September 16, 2019, hereby:
(i) Finds and determines that the First Reinstated Agreement for the Exchange of
Real Estate between the City and GRTC (the "Reinstated Agreement ") is in the best interests of
GRTC and its stockholder in providing GRTC with a new transportation center and allows
GRTC to dispose of Campbell Court for uses other than bus transportation services, and the
Board approves the execution, delivery, and performance, by GRTC, of the Reinstated
Agreement all as more particularly described in the proposed Reinstated Agreement and the
Letter from the City Attorney to the City Council dated September 16, 2019.
(ii) In accordance with the Articles of Incorporation and Bylaws of GRTC and
applicable laws of the Commonwealth of Virginia, including without limitation, Section 13.1-
724, Code of Virginia (1950), as amended, approves of the disposition of Campbell Court as set
forth in the Reinstated Agreement, as recommended by the GRTC Board.
(iii) Ratifies, approves, and authorizes the actions of the GRTC Board to:
a. authorize the President and the General Manager to execute the proposed
Reinstated Agreement, which proposed agreement includes the transfer of
Campbell Court from GRTC to the City. Such Reinstated Agreement shall be
approved as to form by GRTC's General Counsel.
1
b. authorize the President and the General Manager to execute such further
documents, including a Special Warranty Deed of Conveyance from GRTC
transferring Campbell Court to the City in accordance with the terms of the
Reinstated Agreement, and take such further actions as may be necessary to
implement, administer, and enforce the Reinstated Agreement, and complete
the sale and transfer of Campbell Court to the City.
c. authorize the President and the General Manager to execute such further
documents, including the acceptance of a Special Warranty Deed of
Conveyance from the City for the sale and transfer of the GRTC Relocation
Parcels to GRTC in accordance with the terms of the Reinstated Agreement
and take such further actions as may be necessary to implement, administer,
and enforce the Reinstated Agreement, and complete the acquisition of the
GRTC Relocation Parcels by GRTC.
Dated this 16th day of September, 2019
CITY OF ROANOKE, VIRGINIA
By:
Robert S. Cowell, Jr., City Manager
And
By:
Sherman P. Lea, Sr., Mayor
Approved as to form:
Daniel J. Callaghan,
Roanoke City Attorney
2
GREATER ROANOKE TRANSIT COMPANY
BOARD OF DIRECTORS
September 3, 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, September 16, 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 a proposed First Reinstated Agreement for
the Exchange of Real Estate (Reinstated Agreement) between the City of Roanoke,
Virginia (City), and Greater Roanoke Transit Company (GRTC) for the sale and exchange
of four (4) parcels of real property, collectively referred to as the GRTC Relocation Parcels,
and described as (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, currently 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, currently owned
by The Brandon Company, Incorporated; from the City to GRTC, in accordance with the
Reinstated Agreement, which proposed agreement includes the transfer of certain real
property located in the City of Roanoke, Virginia, at 29 Campbell Avenue S.W., and 30
Salem Avenue S.W., commonly known as Campbell Court from GRTC to the City. An
express condition precedent to the Reinstated Agreement is the acquisition of the GRTC
Relocation Parcels by the City, pursuant to the terms of the Agreement for the Purchase
and Sale of Real Estate between the City, Brandon, Woody and Booker, LLC, and The
Brandon Company, Incorporated dated January 23, 2019, and as amended (GRTC
Relocation Parcels Agreement).
The City and GRTC propose to enter into the Reinstated Agreement under which the City,
after it acquires the GRTC Relocation Parcels from Brandon, Woody and Booker, LLC and
The Brandon Company, Incorporated, pursuant to the GRTC Relocation Parcels
Agreement, would transfer the GRTC Relocation Parcels to GRTC in exchange for the
transfer by GRTC to the City of Campbell Court, the transportation center currently owned
by GRTC.
The Honorable Sherman P. Lea, Sr., and
Members of the Roanoke City Council
September 3, 2019
Page 2
The City and GRTC entered into an Agreement for the Exchange of Real Estate dated
January 23, 2019, as amended (collectively, the "Original Agreement ") regarding this
transaction following authorization by the GRTC Stockholder, the GRTC Board, and City
Council through the adoption of Ordinance No. 41371 - 012219. The Original Agreement
inadvertently expired by August 30, 2019, before the City and GRTC could complete their
obligations under the Original Agreement or extend the term of the Original Agreement.
Notwithstanding the expiration of the Original Agreement, the City and GRTC have
continued to perform their obligations under the terms of the Original Agreement as if it
were in full force and effect.
Sincerely,
41� ", - Yt
Stephanie M. Moon Reynolds
Secretary
LMC /Isc
c: Robert S. Cowell, Jr., Vice - President of Operations, GRTC
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
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
September 19, 2019
Timothy Luck
John McCarty
2926 Cumberland Street, N. W.
Roanoke, Virginia 24012
Gentlemen:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
A public hearing was conducted by the City Planning Commission on Monday,
September 9, at 1:30 p.m. in the City Council Chamber, fourth floor, Room 450, Noel C.
Taylor Municipal Building, 215 Church Avenue, S. W., regarding your request to rezone
property, repeal all conditions proffered as a part of a previous rezoning, and proffer new
conditions for property located at 2841 Sand Road, N. E., from Residential Mixed Density
District and Light Industrial District, with conditions, to Residential - Agricultural District, with
conditions.
Pursuant to provisions of Resolution No. 25523 adopted by the Council of the City of
Roanoke on Monday, April 6, 1981, a public hearing was also scheduled to be held by
Roanoke City Council on Monday, September 16, 2019 at 7:00 p.m., or as soon thereafter
as the matter may be heard, pending formal action by the City Planning Commission
regarding the abovementioned request.
Due to matter being postponed until the regular scheduled meeting of the City Planning
Commission on Monday, November 11, 2019 at 1:30 p.m., in the Council Chamber, and
City Council having no jurisdiction regarding the rezoning request, no action was taken at
the September 16 meeting.
Should you have questions or need additional information regarding the abovementioned
matter, please feel free to contact the City Clerk's Office.
Sincerely,
a' �• n? -7/
Stephanie M. Moon Rey C
City Clerk
Timothy Luck
John McCarty
September 19, 2019
Page 2
PC- Robert S. Cowell, Jr., City Manager
Sherman M. Stovall, Assistant City Manager for Operations
Daniel J. Callaghan, City Attorney
Amelia C. Merchant, Director of Finance
Shirley R. Butler, 9400 Gumfork Road, Midlothian, Virginia 23112
Larry B. Franklin, 3221 Richard Avenue, N. E., Roanoke, Virginia 24012
Carl T. and Prudie K. Carson, 2641 Radford Road, N. E., Roanoke, Virginia 24012
Tammy Stafford, 2845 Sand Road, N. E., Roanoke, Virginia 24012
James Emory Beeler, 2702 Radford Road, N. E., Roanoke, Virginia 24012
Leslie C. and Lula B. Persinger, 2846 Sand Road, N. E., Roanoke, Virginia 24012
Carl T. Carson et ux., 2641 Radford Road, N. E., Roanoke, Virginia 24012
Josephine Martin Life Estate, 2635 Radford Road, N. E., Roanoke, Virginia 24012
HUD COMMUNITY RESOURCES DIVISION
Attn Keith Holland
CITY OF ROANOKE
NOEL C. TAYLOR MUNICIPAL BLDG, 4TH
FLOOR
215 CHURCH AVE. SW ROOOM 456
ROANOKE, VA 24011
Date Category
08/25/2019 Notice of Sale
NOTICE OF DRAFT
2018 -2019
CONSOLIDATED ANNUAL
PERFORMANCE AND
EVALUATION REPORT
FOR THE CITY OF
ROANOKE, VIRGINIA
Beginning Monday, August 19, 2019, the
draft Consolidated Annual Performance
and Evaluation Report for the City of
Roanoke for the 2018 -2019 program
year available for a 30-day public ,
blic review
and comment period_ The draft 2018-
2019 CAPER is available for public
inspection in the City Clerk's office,
Room 456, Noel C. Taylor Municipal
Building, 215 church Avenue, S.W-
Roanoke, Virginia; HUD Community
Resources Division, Room 305 North,
Noel C_ Taylor Municipal Building. 215
Church Avenue S.W., Roanoke, Virginia;
the Roanoke Redevelopment and
Housing Authority, 2624 Salem
Turnpike, N.W., Roanoke, Virginia; Main
Branch of the Roanoke City Public
Library, 706 S. Jefferson Street,
Roanoke, Virginia; and on the City's
website www- r_oanokeva.gov._.
Comments must be received in written
form, which may be submitted by
postal mail, e-mail or fax. no later than
Tuesday, September 17, 2019, at 4:00
P.M.. and addressed to Keith Holland,
HUD community Resources Division,
Room 305 North, Noel C. Taylor
Municipal Building, 215 Church Avenue
S.W.. Roanoke, Virginia 24011, e-mail
keith.holland(g)roanokeva.gov; or by
fax (540) 853 -6597. Further details may
be obtained by calling (540) 853 -6404.
Written and oral comments may also
be provided at a public hearing of the
Roanoke City Council to review the
draft 2018 -2019 CAPER that will be held
on Monday, September 16, 2019,
beginning at 7:00 p.m., or as soon
thereafter as the matter may be heard.
in the Council Chamber, Room 450,
Noel C. Taylor Municipal Building, 215
Church Avenue, 5_W., Roanoke,
Virginia.
Dated this 16th day of August 2019.
Keith Holland
HUD Community Resources Division
City of Roanoke, Virginia
(985981)
The Roanoke Times Account Number
Roanoke, Virginia 6028915
Affidavit of Publication
Date
August 16, 2019
Description Ad Size Total Cost
NOTICE OF DRAFT 2018 -2019 CONSOLIDATED ANNUAL 1 x 74 L 407.44
Publisher of the
Roanoke Times
I, (the undersigned) an authorized representative of the
Roanoke Times, a daily newspaper published in Roanoke, in the
State of Virginia, do certify that the annexed notice NOTICE OF
DRAFT 2018 -201 was published in said newspapers on the
following dates:
08/16/2019
The First insertion being given ... 08/16/2019
Newspaper reference: 0000985981
Billing Representative
Sworn to and subscribed before me this Friday, August 16, 2019
r
Z.i
Notary Public t�alTt
State of Virginia
City /County of Roanoke
My Commission expires
Klmborly 0-
NOTARY PUBLIC
Commonwealth of Virginia
Notary Registration Number 356753
Grlrlmissian Expires January 31, 2021
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
1W
NOTICE OF DRAFT
2018 -2019
CONSOLIDATED ANNUAL
PERFORMANCE AND EVALUATION REPORT
FOR THE CITY OF ROANOKE,
VIRGINIA
Beginning Monday, August 19, 2019, the draft Consolidated Annual Performance and
Evaluation Report for the City of Roanoke for the 2018 -2019 program year (2018 -2019
CAPER) will be available for a 30 -day public review and comment period. The draft
2018 -2019 CAPER is available for public inspection in the City Clerk's Office, Room 456,
Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia; HUD
Community Resources Division, Room 305 North, Noel C. Taylor Municipal Building, 215
Church Avenue S.W., Roanoke, Virginia; the Roanoke Redevelopment and Housing
Authority, 2624 Salem Turnpike, N.W., Roanoke, Virginia; Main Branch of the Roanoke
City Public Library, 706 S. Jefferson Street, Roanoke, Virginia; and on the City's website
www.roanokeva.gov.
Comments must be received in written form, which may be submitted by postal mail, e-mail
or fax, no later than Tuesday, September 17, 2019, at 4:00 p.m., and addressed to Keith
Holland, HUD Community Resources Division, Room 305 North, Noel C. Taylor Municipal
Building, 215 Church Avenue S.W., Roanoke, Virginia 24011, e-mail
keith.holland @roanokeva.gov; or by fax (540) 853 -6597. Further details may be obtained
by calling (540) 853 -6404.
Written and oral comments may also be provided at a public hearing of the Roanoke City
Council to review the draft 2018 -2019 CAPER that will be held on Monday, September 16,
2019, beginning at 7:00 p.m., or as soon thereafter as the matter may be heard, in the
Council Chamber, Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue,
S.W., Roanoke, Virginia.
Dated this 16th day of August 2019
Keith Holland
HUD Community Resources Division
City of Roanoke, Virginia
Please publish notice in the Legal section of The Roanoke Times on Friday,
August 16, 2019
Send Affidavit to:
Stephanie M. Moon Reynolds, MMC
Office of the City Clerk
Suite 456
Noel C. Taylor Municipal Building
215 Church Avenue, S. W.
Roanoke, Virginia 24011
Send Bill to:
Keith Holland
HUD Community Resources Division
Room 305 North
Noel C. Taylor Municipal Building
215 Church Avenue, S. W.
Roanoke, Virginia 24011
Questions regarding this notice may be directed to:
Keith Holland, HUD Community Resources Administrator
Phone: 540 - 853 -6404
Fax: 540 - 853 -6597
E -mail: <keith.holland @roanokeva.gov>
City Of Roanoke - HUD
Attn: Keith Holland 305 North
215 Church Ave., SW, Rm
Roanoke, VA 24011
Date: 08/9 Inv. #C— 1— 5
TW�.'LLC
The I��1
r 540 - 343 -0326 •Fax 343 -7366
2318 Melrose Ave., NW Roanoke, VA 24017 since Fax
Making and Recording Black History
Caption
Date 2019 Runs Size
08122119 1 3 col. x 6.0"
Notice of Draft
Size -- ---p /O Number
18.0"
Net Rate Net Total
$8.00 $144.00
Stan Hale 343 -0326
-Net 30 Days -
Any questions in reference to this invoice contact
�, c
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41566 - 091619.
AN ORDINANCE authorizing the City Manager to execute the necessary documents to
perform the following actions with respect to the First Amended and Restated Agreement
( "Agreement ") dated April 17, 2018, between the City of Roanoke, Virginia ( "City ") and Virginia
Utility Protection Service, Inc. ( "VA811 "), for the design/build of a proposed joint
communications center ( "Facility ") to be located on real property owned by the City, situated at
1830 Blue Hills Circle, N.E., Roanoke, Virginia 24012, bearing Official Tax Map No. 7280104
( "Property "): (i) for the City, as the declarant and owner of the Property, to establish and create a
two unit condominium on the Property, Unit A and Unit B, as such condominium units are
described herein, in accordance with the Agreement and the Condominium Documents, for use by
the City as an E -911 Center, and for use by VA811 as an 811 Center, together with an undivided
interest in the common elements of the condominium; (ii) for the City to retain Unit A, together
with an undivided interest in the common elements of the condominium and an exclusive interest
in the limited common elements of the condominium; (iii) convey Unit B to VA811 for use by
VA811 as an 811 Center; and (iv) ratify and reaffirm the performance of the Agreement by the
City and authorize the City to execute all documents in performance of the Agreement; and
dispensing with the second reading of this ordinance by title.
WHEREAS, by Ordinance No. 41105- 041618, adopted by City Council on April 16, 2018,
the City Manager executed the Agreement with VA811 to amend certain terms of an original
agreement between the parties whereby the Facility would be constructed on the Property;
WHEREAS, the Agreement required the Facility to be developed as a two unit
condominium on the Property, Unit A and Unit B, and for the City, as the owner of the Property
and as the declarant, to create the condominium;
1
WHEREAS, the Agreement provided that the documents establishing and creating the
condominium, including a Declaration for E911 Na811 Communications Center Condominium,
Bylaws of E911 /Va811 Communications Center Condominium Owner's Association, and the
Articles of Incorporation for the Condominium Association (collectively, the "Condominium
Documents ") be finalized and completed by July 31, 2018;
WHEREAS, due to unforeseen delays, the Condominium Documents were not completed
by that time, although the Condominium Documents have now been completed and the parties
continued to perform the Agreement;
WHEREAS, the Condominium Documents require that ownership of Unit A, containing
9,151 sq. ft., more or less, to be used by the City as its E -911 Center, together with an undivided
interest in the common elements of the Condominium, and the exclusive interest in the limited
common elements of the Condominium be retained by the City; and that ownership of Unit B,
containing 10,733 sq. ft., more or less, together with an undivided interest in the common elements
of the Condominium, be sold and transferred to VA811, for use as an 811 Center;
WHEREAS, the City desires that City Council ratify and reaffirm performance of the
Agreement and authorize the City to execute all documents in performance of the Agreement; and
WHEREAS, City Council held a public hearing on September 16, 2019, at which public
hearing, interested persons were provided the opportunity to express their position on the proposed
sale of Unit B, together with an undivided interest in the common elements of the condominium
to VA811, in accordance with the Agreement and Condominium Documents.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke, as follows:
1. The City Manager is hereby authorized to execute the necessary documents for the
City, as the declarant and owner of the Property, to establish and create a two unit condominium
on the Property in accordance with the Agreement and the Condominium Documents, as further
2
described in the City Council Agenda Report dated September 16, 2019, and the attachments to
such report. All documents shall be in a form approved by the City Attorney.
2. Upon establishment and creation of the condominium in accordance with the
Agreement and the Condominium Documents, the City shall retain Unit A, containing 9,151 sq.
ft., more or less, together with an undivided interest in the common elements of the condominium,
and the exclusive interest in the limited common elements of the condominium for use as the City's
E -911 Center.
3. Upon establishment and creation of the condominium in accordance with the
Agreement and the Condominium Documents, the City Manager is authorized to sign the
appropriate documents conveying Unit B, containing 10,733 sq. ft., more or less, together with an
undivided interest in the common elements of the condominium, to Virginia Utility Protection
Service, Inc.
4. Performance of the Agreement is hereby ratified and reaffirmed. The City Manager
is further authorized on behalf of the City to negotiate and execute such further documents and
take such actions as may be necessary to implement, administer, and enforce the Agreement and
Condominium Documents, with any such documents being approved as to form by the City
Attorney.
5. Pursuant to provisions of Section 12 of the City Charter, the second reading of this
ordinance by title is hereby dispensed with.
ATTEST:
tj U
City Clerk.
3
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Public Hearing Authorizing the Declaration of Condominium for
Joint Communications Center located at 1830 Blue Hills Circle,
N.E., Roanoke, Virginia Official Tax Map No. 7280104, and the Sale
of Condominium Unit
Background:
Pursuant to Ordinance No. 41105-041618, adopted by Roanoke City Council on
April 16, 2018, the City of Roanoke (City) and Virginia Utility Protection Service,
Inc. (VA81 1) (commonly known as Miss Utility) entered into a First Amended and
Restated Agreement dated April 17, 2018 (Agreement), for the design /build of a
proposed joint communications center (Facility) to be located on real property
owned by the City, situated at 1830 Blue Hills Circle, N.E., Roanoke, Virginia
24012, bearing Official Tax Map No. 7280104, containing approximately 7.4802
acres, more or less (Property). The purpose of the Agreement was to create a
condominium for the: (i) development of an 811 Center to be owned and operated
by VA81 1; and (ii) an E-911 Center to be owned and operated by the City
(collectively referred to as the joint Project).The Agreement contemplated that the
City would create a two unit condominium and sell one of the units to VA81 1 and
retain the other unit.
The Agreement required the Facility to be established by the City, as the declarant
and owner of the Property, as a two unit condominium, with the City retaining one
condominium unit, containing 9,151 sq. ft., more or less (Unit A), together with
an undivided interest in the common elements of the condominium, and the
exclusive interest in the limited common elements of the condominium, to be
owned and operated by the City for the City's E -91 1 Center; and sale of the other
condominium unit containing 10,733 sq. ft., more or less (Unit B), to VA81 1, to be
owned and operated by VA811 as an 811 Center, together with an undivided
interest in the common elements of the condominium. The City and VA811
equally share the costs of the joint Project pursuant to the terms of the
Agreement.
The Agreement further provided that the documents establishing and creating the
condominium, including a Declaration for E91 1 /Va81 1 Communications Center
Condominium, Bylaws of E91 1 /Va81 1 Communications Center Condominium
Owner's Association, and the Articles of Incorporation for the Condominium
Association (the Condominium Documents) be finalized and completed by July
31, 2018. Due to unforeseen delays, the Condominium Documents were not
completed by that time, although the Condominium Documents have now been
completed and the parties continued performance under the Agreement.
Considerations:
Completion of the Joint Project is in the best interests of the public, as the Facility
will contain two condominium units that provide updated operations centers for
the City's E -91 1 and VA81 1. The cost sharing arrangement between the City and
VA81 1 for the Joint Project under the terms of the Agreement allow for efficient
and improved provision of these respective services to the public. City staff
accordingly desires that City Council: (i) authorize the City, as the owner of the
Property and as the declarant of the condominium, to create and establish the
condominium and condominium units in accordance with the Agreement and the
Condominium Documents; (ii) authorize the City to retain Unit A, and convey Unit
B to VA81 1, all in accordance with the Agreement and the Condominium
Documents; and (iii) ratify and reaffirm performance of the Agreement.
Recommended Action:
Following a public hearing and after consideration of comments made at the
public hearing, adopt the attached ordinance that (i) authorizes the City
Manager to sign the necessary documents for the City, as the owner of the
Property, to declare, establish, and create the condominium and condominium
units in accordance with the Agreement and the Condominium Documents; (ii)
authorizes the City Manager to thereafter sign the necessary documents
conveying Unit B to VA811 for use as an 811 Center, in accordance with the
Agreement and the Condominium Documents; and (iii) ratifies and reaffirms
performance of the Agreement, and authorizes the City to execute all
documents to perform the Agreement.
-- - - - - -- - - - -- --------------- --
Robert S. Cowell, Jr.
City Manager
Attachment
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
R. Brian Townsend, Assistant City Manager for Community
Development
Robert K. Bengtson, P.E., Director of Public Works
Luke E. Pugh, P.E., City Engineer
Vanessa Bohr, Director of Technology
2
WY Clean 8.27.19
DECLARATION
FOR
E911 /VA811 COMMUNICATIONS CENTER CONDOMINIUM
ARTICLE 1
CREATION; DEFINED TERMS
Section 1.1. Creation of the Condominium. Pursuant to the provisions of Chapter 4.2
of Title 55 of the Code of Virginia ( "Condominium Act "), the City of Roanoke, a political
subdivision of the Commonwealth of Virginia ( "Declarant "), hereby creates a condominium
comprised of the land described as submitted land in Exhibit A, located within the City of
Roanoke, Virginia ( "Land "), together with all improvements to be constructed thereon and all
easements, rights and appurtenances thereunto appertaining ( "Property ").
Section 1.2. Defined terms. Except as otherwise defined herein or in Section 1.3 of the
Bylaws comprising Exhibit B, all terms used in the condominium instruments shall have the
meanings specified in §55 -79.41 of the Condominium Act. All exhibits referred to in the
condominium instruments are exhibits to this Declaration.
Section 1.3. Name of Condominium. The name of the condominium is "E911/Va81 1
Communications Center Condominium" ( "Condominium ").
ARTICLE 2
BUILDINGS ON THE LAND; UNIT BOUNDARIES
Section 2.1. Location and Dimensions of Buildings. The location and dimensions of
the building to be constructed on the Land is depicted on the "Plats" labeled as Exhibit D.
Section 2.2. Units. The location of units within the building and their dimensions are
shown on the Plats and on the "Plans" labeled as Exhibit E. The Common Element Interest
Table attached as Exhibit C is a list of all units, their identifying numbers, location (all as shown
more fully on the Plats and Plans). As reflected on Exhibit C, the Common Element Interest
appurtenant to each unit is fifty percent (50 %).
Section 2.3. Unit Boundaries. The boundaries of each unit are as follows:
(a) Horizontal (upper and lower) Boundaries: The upper and lower
boundaries of the unit are the following boundaries extended to an intersection with the vertical
(perimetric) boundaries:
(1) Upper Boundary: The horizontal plane of the bottom surface of
the highest ceiling in the unit, except where there is a dropped ceiling or a coffered ceiling, in
which locations the upper boundary is the horizontal plane which includes the top side of the
wallboard of the dropped or raised ceiling area.
{2128 02 00112961.DOC.7
(2) Lower Boundary: The horizontal plane of the top surface of the
undecorated flooring of the lowest floor within the unit.
(b) Vertical (perimetric) Boundaries: The vertical boundaries of the unit are
the vertical planes which include the back surface of the wallboard of all walls bounding the unit
extended to intersections with each other and with the upper and lower boundaries.
(c) The unit includes the heating and air - conditioning apparatus serving only
that unit (whether or not located within the unit boundaries). Any portion of a utility system or
other apparatus serving more than one unit (e.g., pipes, conduits, ducts) which is located partially
within and partially outside the unit is part of the common elements. Any portion of a utility
system serving only one unit which is located outside the unit is a limited common element
appurtenant to that unit.
Section 2.4. Maintenance Responsibilities. Notwithstanding the ownership of the
various portions of the common elements and the units by virtue of the foregoing boundary
description, the provisions of the Bylaws shall govern the division of maintenance and repair
responsibilities between the unit owner and the Association.
Section 2.5. Relocation of unit Boundaries and Subdivision of units. Relocation of
boundaries between units and subdivision of units is permitted subject to compliance with § §55-
79.69 and 55 -79.70 of the Condominium Act.
ARTICLE 3
COMMON ELEMENTS
Section 3. 1. General Common Elements. The general common elements, as shown on
the Plat and Plans, consist of the entire Condominium other than the units and the limited
common elements as follows:
(a) The land within the Condominium Property;
(b) The air space above the units;
(c) All foundations, columns, girders, beams and supports within the
Condominium not included as parts of units or limited common elements;
(d) All exterior masonry walls and facings of the building (including without
limitation the structural grid wall of the building), the roof, windows and all partitions, including
the steel stud framing, separating units not included as parts of units;
of the units; (e) Portions of the utility systems serving the general common elements or all
{2128>02,00112961,DOC :7 )
2
(f) The mechanical and maintenance rooms not included as parts of units or
limited common elements
(g) All pumps, pipes, wires, cables, conduits and other apparatus relating to
the water distribution, subsurface drainage systems, power, light, telephone, gas, sewer, heating,
air conditioning and plumbing systems located in and /or serving only the building and not
indicated as parts of units or limited common elements;
(h) All entrance doors except those deemed part of the unit or limited
common elements as herein set forth;
(i) Except as otherwise set forth herein, all apparatus and installations
existing or hereinafter constructed in the building or on the Property for common use, the
maintenance or safety of the Condominium; and
0) All areas designated as such on the Plats and Plans attached as Exhibit D
and E hereto.
Section 3.2. Limited Common Elements. The locations of the common elements to
which each unit has direct access are shown on the Plats and Plans; pursuant to section 55-
79.50(e) of the Condominium Act, the areas designated on the Plats and Plans as a limited
common elements shall be appurtenant to the unit or units so identified.
Section 3.3. Reserved Common Elements. The Board of Directors shall have the
power in its discretion from time to time to grant revocable licenses in designated common
elements to the Association or to any unit owner and to establish a reasonable charge to such unit
owner for the use and maintenance thereof. The common elements or portions thereof so
designated shall be referred to as Reserved Common Elements. Such designation by the Board
shall not be construed as a sale or disposition of the common elements.
Section 3.4. Alteration of Common Elements by the Declarant. The Declarant reserves
the right to modify, alter, remove or improve defective, obsolete or non - functional portions of
the common elements, including without limitation any equipment, fixtures and appurtenances,
when in the Declarant's judgment it is necessary or desirable to do so, until the expiration of the
applicable warranty period. The Declarant agrees that any modifications or changes per this
section shall be as minimal as is possible to correct any warranty matter. The Declarant shall
give each unit owner at least forty eight (48) hours prior notice before entering into a unit or
making changes to the common elements in accordance with this section, except in the event of
an emergency.
ARTICLE 4
EASEMENTS
In addition to the easements created by § §55 -79.60 and 55 -79.65 of the Condominium
Act, the following easements are hereby granted.
(2128 02i00112961.DOC;7 }
3
Section 4. 1. Easement for Access and Support.
(a) Access. The Declarant reserves in favor of the Declarant, the managing
agent and any other person authorized by the Board of Directors the right of access to any
common element, limited common element or unit as provided in §55-79.79 of the
Condominium Act, provided each unit owner shall be given at least forty eight (48) hours prior
notice before its unit is accessed, except in the event of an emergency.
(b) Support. Each unit and common element shall have an easement for
lateral and subjacent support from every other unit and common element.
Section 4.2. Declarant's Right to Grant Easements.
The Declarant shall have the right prior to the termination of the Declarant
Control Period, to grant and reserve easements and rights -of -way through, under, over and across
the Property for construction purposes, and for the installation, maintenance and inspection of
the lines and appurtenances for public or private water, sewer, drainage, gas, electricity,
telephone and other utilities.
Section 4.3. Cross - Easement for Use of Common Facilities.
(a) Grant of Easement. Each unit owner of any unit located on any portion of
the Land is hereby granted a non - exclusive right and easement of enjoyment in common with
others of the amenities, grounds, driveways and facilities constituting a portion of the common
elements (other than any limited common elements) of the Condominium ( "Common
Facilities ").
(b) Extent of Easement. The rights and easements of enjoyment created
hereby shall be subject to the following:
1. the right of the Declarant prior to the termination of the Declarant
Control Period to grant and reserve easements and rights -of -way through, under, over and across
the Common Facilities, for the installation, maintenance and inspection of the lines and
appurtenances for public or private water, sewer, drainage, gas, electricity, telephone, television
reception and other utilities; and
2. the right of the Association to adopt rules and regulations
governing the use of the Common Facilities.
(c) Delegation of Use. Any person having the right to use and enjoy the
Common Facilities may delegate such rights to tenants who occupy portions of the Land and to
such other persons as may be permitted by the Association.
(d) Rights to Use. Each person having the right to use the Common Facilities
and each person to whom such right has been delegated shall comply with the rules and
regulations regarding such use, as such rules and regulations may be established and amended
{2128 02;00112961 DOC;7 }
4
from time to time by the Board of Directors. Such rights to use may be suspended upon failure
of a unit owner to pay condominium assessments, or upon failure of a tenant (other than in a
condominium unit) to pay rent to the landlord of the unit in which such tenant occupies.
ARTICLE 5
AMENDMENT TO CONDOMINIUM
INSTRUMENTS; REQUIRED CONSENT
This Declaration may be amended as provided herein and in the Condominium Act, as
amended from time to time. Except as otherwise provided herein, no amendment of the
Declaration may be made without the prior written approval of the required percentage of
Mortgagees where such approval is provided for in the Bylaws or where such approval is
required elsewhere in the condominium instruments or by the Condominium Act. No
amendment to the condominium instruments shall diminish or impair the rights of the Declarant
under the condominium instruments without the prior written consent of the Declarant. No
amendment may modify this Article or the rights of any person hereunder.
ARTICLE 6
RIGHT TO LEASE OR SELL UNITS
The Declarant shall own in fee simple each condominium unit to which legal title is not
conveyed or otherwise transferred to another person. The Declarant retains the right to enter into
leases with any persons for the occupancy of any of the units owned by the Declarant until such
time as the Declarant conveys a unit and at such time neither the Declarant nor any other unit
owner may lease any unit without the written consent of all the other unit owners.
If at any time after the first unit has been conveyed by Declarant, any unit owner desires
to sell its unit, including the Declarant, the unit may only be sold to a third party that meets the
following criteria: (1) the purchaser's function is related to safety and security of the public; (ii)
the purchaser complies with federal and state criminal justice security polices; and (iii) the
purchaser does not handle or store within the unit any type of hazardous materials. In the event
the purchaser is unable to satisfy these requirements, any attempted conveyance shall be deemed
null and void.
If at any time after the first unit has been conveyed by the Declarant, any unit owner receives
from a ready, willing and able third party purchaser an acceptable bona fide offer to purchase a unit,
or makes a bona fide offer to sell to such purchaser (the "Selling Owner "), the Selling Owner shall
give written notice via certified mail, return receipt requested to the other unit owners (individually
and collectively, the "Notice Owner "), specifying the name and address of the third party purchaser
and the price and terms of the offer, accompanied by the Selling Owner's affidavit that the proposed
sale is in good faith. Each Notice Owner shall thereupon have the first right of refusal to purchase
the unit at the price and on the terms of the offer, which option any Notice Owner may exercise by
giving the Selling Owner written notice within thirty (30) days after receipt of Seller Owner's notice
of the offer. The first Notice Owner that notifies the Selling Owner of its election to exercise the
{2128,02/00 1 1 296 1.DOC;7 }
5
right of first refusal shall have the right to purchase the unit on the terms and conditions set forth in
the offer. In the event each Notice Owner notifies the Selling Owner in writing that it will not
exercise its right to purchase or if each Notice Owner fails to notify the Selling Owner in writing
within thirty (30) days after receipt of the notice, the Selling Owner may sell the unit to the third
party purchaser. The right of first refusal set forth in this provision in favor of each Notice Owner
shall run with the land and be binding on each and every unit owner, including the Declarant.
ARTICLE 7
NO OBLIGATIONS
Nothing contained in the condominium instruments shall be deemed to impose upon the
Declarant or its successors or assigns any obligation of any nature to build, construct or provide
any improvements except to the extent required by the Condominium Act.
[Signatures on following page.]
{2178'0200 1 1 296LDOC;7 ;
6
IN WITNESS WHEREOF, the Declarant has caused this Declaration to be signed by its
authorized representative on the _ day of ___ , 2019.
CITY OF ROANOKE
No
Its:
COMMONWEALTH OF VIRGINIA
COUNTYICITY OF
SS:
I, the undersigned, a Notary Public in and for the jurisdiction aforesaid, do hereby certify
that , of the City of
Roanoke, a political subdivision of the Commonwealth of Virginia, whose name is signed to the
foregoing instrument, has acknowledged the same before me in the aforesaid jurisdiction on
behalf of the company.
GIVEN under my hand and seal on , 2019.
SEAL)
Notary Public
My commission expires:
(2128'0200112961 DOC17 }
7
EXHIBIT A
Land
The land consists of 7.4802 acres, more or less, situated at 1830 Blue Hills Circle, N.E., Roanoke,
Virginia, bearing Official Tax Map No. 7280104, and shown as Tract 6B -IA1 on (i) a Plat entitled
"Resubdivision Plat from Records for the City of Roanoke, Virginia" dated March 15, 2018,
prepared by Balzer and Associates, Inc., and recorded in the Clerk's Office of the Circuit Court of
the City of Roanoke, Virginia as Instrument 4180006333; and (ii) a Plat entitled "Easement Sketch
for the City of Roanoke showing hereon a New Variable Width Private Stormwater Management
Maintenance and Access Easement and a Portion of an Existing Variable Width Private
Stormwater Management Maintenance and Access Easement to be Vacated, Instrument
4180006333," dated August 12, 2019, prepared by Balzer and Associates, Inc., and to be recorded
in the Clerk's Office of the Circuit Court of the city of Roanoke, Virginia.
EXH IB IT B
Bvlativs
1 2128 02,()011296 1_DOC17
City /811 9.4.19
BYLAWS
MI
E911NA811 COMMUNICATIONS CENTER CONDOMINIUM OWNERS' ASSOCIATION
INC.
City of Roanoke, Virginia
ARTICLE I
GENERAL
Section 1. Applicability. These Bylaws provide for the self - governance of the
E911Na811 Communications Center Condominium Owners' Association, Inc. (the
"Association ") pursuant to the requirements of Article 3, Chapter 4.2 of Title 55 of the Code of
Virginia. The E911/Va811 Communications Center Condominium, a condominium established
under the Condominium Act, is located within the City of Roanoke, Commonwealth of Virginia
(the "Condominium ").
Section 2. Compliance. Every Unit Owner and all those entitled to occupy a
Condominium Unit shall comply with these Bylaws.
Section 3. Office. The office of the Association shall be located at the such place as
may be designated from time to time by the Board of Directors.
Section 4. Definitions. Capitalized terms used in these Bylaws which are not defined
shall have the meanings specified for such terms in the Declaration of the Condominium, which
Declaration is recorded immediately prior hereto, or in Section 55 -79.41 of the Condominium
Act.
ARTICLE II
UNIT OWNERS ASSOCIATION
Section 1. Composition. All of the Unit Owners, acting as a group in accordance with
the Condominium Act, the Declaration and these Bylaws, shall constitute the Association. The
Association shall have the responsibility of administering the Condominium, establishing the
means and methods of collecting the contributions to cover the Common Expenses, arranging for
the management of the Association and performing all of the other acts that may be required to
be performed by the Association, by the Condominium Act, the Declaration and these Bylaws.
Except as to those matters which either the Condominium Act or the Declaration specifically
require to be performed by the vote of the Unit Owners, the administration of the foregoing
responsibilities shall be performed by the Board of Directors as more particularly set forth in
Article III.
Section 2. Annual Meetings. At such time as the Association comes into existence,
when the first unit is conveyed to a Unit Owner other than the Declarant, the Association shall
hold at least one annual meeting each year. All meetings of the Association shall be held in
{2 1 28/02/001 1 408 1_DOCX;S }
compliance with Section 55- 79.75 of the Condominium Act. All meetings of the Association
shall be open to the public, except that the President or presiding officer may call to have the
meeting moved into closed session as provided in the Code of Virginia.
Section 3. Place of Meetings. Meetings of the Association shall be held at the
principal office of the Condominium or at such other place designated by the Board of Directors.
Section 4. Special Meetings. No later than sixty (60) days following the termination
of the Declarant Control Period, a special meeting of the Association shall be held at which the
Directors shall be elected by the Unit Owners. Thereafter, a special meeting may be called by
the Board of Directors.
Section 5. Notice of Meetings. It shall be the duty of the Secretary to mail a notice of
each annual or special meeting of the Unit Owners pursuant to the provisions of Section 55-
79.75 of the Condominium Act at least twenty one (21) days advance notice in the case of any
annual meeting and at least seven (7) days advance notice of any special meeting of the
Association.
Section 6. Quorum. Except as otherwise stated in these Bylaws, the presence in
person or by proxy of a representative of each Unit Owner shall be requisite for and shall
constitute a quorum for the transaction of business of all meetings of members.
Section 7. Votin .
(a) At every meeting of the Association, each of the Units shall have
the right to cast a vote based on such Unit's Common Element Interest, as set forth in the
Declaration, as said Declaration may be amended from time to time.
(b) Except where a greater number is required by the Condominium
.Act, the Declaration or these Bylaws, a Majority Vote is required to adopt decisions at any
meeting of the Association. If the Declarant owns or holds title to one or more Units, the
Declarant shall have the right at any meeting of the Association to cast the votes to which such
Unit or Units are entitled.
(c) No Unit Owner may vote at any meeting of the Association or be
elected to or serve on the Board of Directors if the Unit Owner is delinquent by more than sixty
(60) days in payment of any assessment and the amount necessary to bring the account current
has not been paid within seventy -two (72) hours prior to the time of such meeting or election.
(d) In the event the Unit Owners split on a given vote concerning the
Association, the Unit Owners agree that on the written request of either party served on the other,
the deadlocked issues shall be submitted to mediation and then if still unresolved to binding
arbitration. Said mediation or binding arbitration shall comply with and be governed by the
provisions of the American Arbitration Association for Commercial Disputes unless the Unit
Owners stipulate otherwise. The Units Owners shall share equally in the costs of the mediator.
The attorneys' fees and costs of the arbitration shall be borne by the losing party, unless the Unit
Owners stipulate otherwise, or in such proportions as the arbitrator shall decide.
{2128l02l00114081DOCX;5 )
2
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number and Qualification. The affairs of the Association shall be governed
by a Board of Directors. The Board of Directors shall consist of 4 persons, 2 elected by each
Unit Owner. Any vacancy shall be filled by the Unit Owner that designated the person vacating
the Board of Directors.
Section 2. Powers and Duties. The Board of Directors shall have all of the powers and
duties necessary for the administration of the affairs of the Association and may do all such acts
and things as are not by the Condominium Act, the Declaration or by these Bylaws required to be
exercised and done by the Association. The Board of Directors shall have the power from time
to time to adopt any Rules and Regulations deemed necessary for the benefit and enjoyment of
the Condominium; provided, however, that such Rules and Regulations shall not be in conflict
with the Condominium Act, the Declaration or these Bylaws. The Board of Directors may
authorize one or more Unit Owners to assist with the administration of the affairs of the
Association and may engage one or more Unit Owners to provide required services to the
Association.
Section 3. Managing Agent. The Board of Directors may employ for the
Condominium a "Managing Agent" at a compensation established by the Board of Directors.
(a) The Managing Agent shall be a bona fide business enterprise,
which may be affiliated with the Declarant, which manages common interest residential
communities and must be a licensed Common Interest Community Manager.
(b) The Managing Agent shall perform such duties and services as the
Board of Directors shall authorize. The Managing Agent shall perform the obligations, duties
and services relating to management of the Condominium, the rights of Mortgagees and the
maintenance of reserve funds in compliance with the provisions of these Bylaws.
(c) The Board of Directors shall impose appropriate standards of
performance upon the Managing Agent.
(d) Subject to the provisions of Section 55- 79.74(B) of the
Condominium Act, during the period when persons designated by the Declarant constitute a
majority of the Board of Directors, the Board of Directors may employ a Managing Agent for an
initial term not to exceed one (1) year. Any contract with the Managing Agent must provide that
it may be terminated, without payment of a termination fee, without cause on no more than
ninety (90) days written notice and with cause on no more than thirty (30) days written notice,
and the term of such contract or agreement may not exceed one (1) year.
Section 4. Election and Term of Office. At the first annual meeting of the Association
following the Declarant Control Period, the term of office of two (2) members of the Board of
Directors, each appointed by one Unit Owner, shall be fixed at two (2) years and the term of
office of the remaining two (2) members of the Board of Directors, each appointed by one Unit
Owner, shall be fixed at three (3) years. At the expiration of the initial term of office of each
member of the initial Board of Directors elected at the first annual meeting, a successor shall be
{2128/02/00114081 DOCX,5 }
elected by the applicable Unit Owner to serve for a term of one (1) year. The members of the
Board of Directors shall hold office until their respective successors shall have been elected by
the applicable Unit Owner. In the event of any removal or vacancy, the Unit Owner that
appointed such Board of Director shall appoint his or her replacement. A Board of Director may
serve unlimited terms.
Section 5. Removal of Members of the _ Board of Directors. Any Unit Owner may
remove for any reason one or more members of the Board of Directors designated by such Unit
Owner. The Unit Owner removing a member of the Board of Directors shall name his or her
replacement.
Section 6. Vacancies. Vacancies in the Board of Directors caused by any reason other
than the removal of a director shall be filled by the Unit Owner that designated such director.
Each person so elected shall be a member of the Board of Directors for the remainder of the term
of the member being replaced.
Section 7. Organization Meeting The date of the first meeting of the members of the
Board of Directors elected at the annual meeting of the Association shall be determined by the
Board immediately following the Association meeting and no further notice shall be necessary to
the newly elected members of the Board of Directors. Such meeting shall occur within thirty
(30) days.
Section 8. Regular Meeting Regular meetings of the elected Board of Directors may
be held at such time and place as shall be determined from time to time by a majority of the
directors. Notice of regular meetings of the Board of Directors shall be given to each director
personally, by mail, telephone or electronic mail, at least three (3) business days prior to the day
named for such meeting. All meetings of the Board of Directors shall be held in accordance with
Section 55 -79.75 of the Condominium Act. All meetings of the Board of Directors shall be open
to the public, except that the President or presiding officer may call to have the meeting moved
into closed session as provided in the Code of Virginia.
Section 9. Special Meetings. Special meetings of the Board of Directors may be
called by the President on three (3) business days' notice to each director, given personally, by
mail, telephone or electronic mail, which notice shall state the time, place and purpose of the
meetings.
Section 10. Waiver of Notice. Any director may, at any time, in writing, waive notice
of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the
giving of such notice. Attendance by a director at any meeting of the Board of Directors shall
constitute a waiver of notice by him of the time and place of such meeting. If all directors are
present at any meeting of the Board of Directors, no notice shall be required and any business
may be transacted at such meeting.
Section 11. Fidelity Bonds. The Board of Directors or the Managing Agent may obtain
and maintain a blanket fidelity bond or employee dishonesty insurance policy insuring the
Association against losses resulting from theft or dishonesty committed by the officers, directors,
or persons employed by the Association, or committed by any Managing Agent or its employees.
The premium of such bonds shall constitute a General Common Expense.
{212 8/02/00 1 140$7.DOCX,5 }
4
Section 12. Compensation. No director shall receive any compensation from the
Condominium for exercising his duties and obligations as a director.
Section 13. Conduct of Meetings. The President shall preside over all meetings of the
Board of Directors and the Secretary shall keep a Minute Book of the Board of Directors,
recording therein all resolutions adopted by the Board of Directors and a record of all
transactions and proceedings occurring at such meetings. Robert's Rules of Order (latest edition)
shall govern the conduct of the meetings of the Board of Directors when not in conflict with the
Declaration, these Bylaws or the Condominium Act.
Section 14. Action Without Meeting. Any action by the Board of Directors required or
permitted to be taken at any meeting may be taken without a meeting if all of the members of the
Board of Directors shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings of the Board of
Directors.
Section 15. Quorum of ' Boar ' d of Directors. At all meetings of the Board of Directors
there must be at least one Director apointed by each Unit Owner to constitute a quorum for the
transaction of business, and the votes of a majority of the directors present at a meeting at which
a quorum is present shall constitute the decision of the Board of Directors. If at any meeting of
the Board of Directors there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is
present, any business which might have been transacted at the meeting originally called may be
transacted without further notice.
ARTICLE IV
0FFfCFR S
Section 1. Designation. The principal officers of the Association shall be the
President, the Secretary and the Treasurer, all of whom shall be elected by the Board of
Directors. The President shall be required to be a member of the Board of Directors. The offices
of President and Secretary may not be held by the same person, but the other offices may be held
by the same person. The members of the Board of Directors appointed by City of Roanoke shall
appoint the President during the first calendar year and the Secretary and Treasurer shall be
appointed by the Board Members appointed by the other Unit Owner unless otherwise agreed by
the Board of Directors. Each officer shall serve for a term of one year, provided that in the
event that one or more officers are removed or vacates the position during a given year, the
members of the Board of Directors that appointed such person shall designate his or her
replacement.
Section 2. Election of Officers. The officers of the Association shall be elected
annually by the Board of Directors at the organization meeting of each new Board of Directors
and shall hold office at the pleasure of the Board of Directors and until a successor is elected.
The Board of Directors may appoint one or more Vice Presidents.
Section 3. Removal of Officers. Upon the affirmative vote of a majority of the
members of the Board of Directors, any officer may be removed, either with or without cause,
{2 128/02/0011408 LDOCX;5 }
and his successor may be elected at any regular meeting of the Board of Directors, or at any
special meeting of the Board of Directors.
Section 4. President. The President shall be the chief executive officer of the
Association. He shall preside at all meetings of the Association and of the Board of Directors.
He shall have all of the general powers and duties which are incident to the office of President of
a non -stock corporation organized under the Virginia Non -Stock Corporation Act, including, but
not limited to, the power to appoint committees from among the Unit Owners, subject to the
confirmation of the Board of Directors, from time to time, as he may in his discretion decide is
appropriate in the conduct of the affairs of the Condominium.
Section 5. Intentionally Deleted.
Section 6. Secretary. The Secretary shall provide notice of meetings and keep the
minutes of all meetings of the Association and of the Board of Directors; he shall have charge of
such books and papers as the Board of Directors may direct, and he shall, in general, perform all
the duties incident to the office of the secretary of a non -stock corporation organized under the
Virginia Non -Stock Corporation Act.
Section 7, Treasurer. The Treasurer shall have the responsibility for overseeing the
Association funds and securities and shall cause the keeping of full and accurate financial
records and books of account showing all required financial data; he shall also oversee the
deposit of all monies and other valuable effects in the name of the Association in such
depositories as may from time to time be designated by the Board of Directors.
Section 8. Agreements, Contracts, Deeds, etc. All agreements, contracts, deeds,
leases, and other instruments of the Association shall be executed by any one (1) officer of the
Association, or by such other person or persons as may be designated by the Board of Directors.
Section 9. Compensation of Officers. No officer shall receive any compensation from
the Association solely for exercising his duties and obligations as an officer.
ARTICLE V
LIABILITY AND fNDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Liability and Indemnification of Officers and Directors. The Association
shall indemnify every officer and director of the Association against any and all expenses,
including counsel fees, reasonably incurred by or imposed upon any officer or director in
connection with any action, suit or other proceeding (including settlement of any suit or
proceeding if approved by the Board of Directors of the Association) to which he may be a party
by reason of being or having been an officer or director of the Association whether or not such
person is an officer or director at the time such expenses are incurred. The officers and directors
of the Association shall not be liable to the Unit Owners for any mistake of judgment, negligence
or otherwise, except for their own individual willful misconduct or bad faith. The officers and
directors of the Association shall have no personal liability with respect to any contract or other
commitment made by them, in good faith, on behalf of the Condominium (except to the extent
that such officers or directors may also be owners of Condominium Units) and the Association
X2128/02/00114081 DOCX,5 )
6
shall indemnify and forever hold each such officer and director free and harmless against any
and all liabilities to others on account of any such contract or commitment. Any right to
indemnification provided herein shall not be exclusive of any other rights to which any officer or
director of the Association, or former officer or director of the Association, may be entitled.
Section 2. Insurance Coverage. The Board of Directors may obtain on behalf of the
Condominium such insurance coverages as may be reasonably necessary in order to effectively
indemnify the officers and directors of the Association as provided in Section 1 of this Article V.
The cost of said insurance shall constitute a General Common Expense.
ARTICLE VI
OPERATION OF THE PROPERTY
Section 1. Determination of General Common Expenses and Assessments.
(a) Fiscal Year. The fiscal year of the Association shall consist of the
twelve (12) month period commencing July 1 or such other on date as may be determined by the
Board of Directors.
(b) Preparation and Approval of Budget. Each year on or before thirty
(30) days before the commencement of the next fiscal year, the Board of Directors may adopt a
budget for the Association containing an estimate of the total amount which it considers
necessary to pay the cost of utility services, maintenance, management, operation, repair and
replacement of the General Common Elements and those parts of the Units as to which the Board
of Directors has all powers and responsibility with regard to maintenance, repair, renovation,
restoration and replacement, and the cost of wages, materials, insurance premiums, service,
supplies and other expenses that may be declared to be General Common Expenses by the
Condominium Act, these Bylaws or a Resolution of the Association, and which will be required
during the ensuing fiscal year for the administration, operation, maintenance and repair of the
Condominium and the rendering to the Unit Owners of all related services. The budget shall also
include any major repairs or structural repairs and applicable reserves for replacement (including
routine operation, cleaning or maintenance).
(c) Transmittal of Budget. The Board of Directors shall send to each
Unit Owner a copy of the budget, in a reasonably itemized form, which sets forth the amount of
the General Common Expenses payable by each Unit Owner, at least seven (7) days prior to the
beginning of the fiscal year to which the budget applies. The said budget shall constitute the
basis for determining each Unit Owner's contribution for the General Common Expenses of the
Condominium.
(d) Procurement. In the procurement of goods and services, the Board
of Directors shall follow the procurement procedures followed by the City of Roanoke, Virginia,
as set forth in Sections 23.2 -1, et seq. of the Code of the City of Roanoke (1979), as amended.
Section 2. Assessment and Payment of General Common Expenses.
(a) The total amount of the estimated funds required for the operation
of the Condominium set forth in the budget for the fiscal year adopted by the Board of Directors
{2 128/02/00114081 DOCX,5 }
shall be assessed against each Condominium Unit in proportion to its respective proportionate
undivided interest in the Common Elements (i.e., its Common Element Interest) as set forth in
the Declaration of the Condominium as the same may be amended from time to time. Said
assessment shall be a lien against each Unit Owner's Unit as provided in the Condominium Act
as set forth in Section 55- 79.84. On or before the first day of each fiscal year, and the first day of
each succeeding eleven (11) months in such fiscal year, such Unit Owner shall be obligated to
pay to the Board of Directors or the Managing Agent (as determined by the Board of Directors),
one - twelfth (1/12) of the assessment for such fiscal year made pursuant to the foregoing
provisions. Any amount accumulated in excess of the amount required for actual expenses and
reserves may, if the Board of Directors deems it advisable, be credited according to each Unit
Owner's Common Element Interest to the installments due in the succeeding months of that
fiscal year.
(b) Special Assessments. In the event extraordinary expenditures not
originally included in the annual budget described above become necessary during the year, the
Board of Directors may at any time levy a special assessment, which shall be assessed against
the Condominium Units in proportion to the respective Common Element Interests. Said special
assessments may be payable in a lump sum or in installments as the Board of Directors may
determine. The Board of Directors shall serve notice of any such special assessment on all Unit
Owners by a statement in writing giving the amount and reason therefor, and such special
assessment shall, unless otherwise specified in the notice, become effective with the next
monthly payment which is due after the delivery or mailing of such notice of special assessment.
All Unit Owners shall be obligated to pay the adjusted monthly amount or, if the special
assessment is not payable in installments, the amount of such assessment. The payment and
collection of the assessment made pursuant to the foregoing provisions shall be in accordance
with the terms providing for payment and collection of assessments in these Bylaws and the
Condominium Act, including without limitation, the right reserved to the Board to accelerate
payment of assessments and the right to recovery of attorney's fees and costs.
Section 3. Payment of General Common Expenses. All Unit Owners shall be
obligated to pay the General Common Expenses assessed by the Board of Directors pursuant to
the provisions of this Article VI and such expenses not paid by the 15th day of each month shall
be in default. No Unit Owner shall be liable for the payment of any part of the General Common
Expenses assessed against his Unit subsequent to a transfer or other conveyance by him of such
Unit. Any Unit Owner may be entitled to a statement from the Board of Directors or Managing
Agent setting forth the amount of the unpaid assessments against the Unit Owner pursuant to
Section 55- 79.84(H) of the Condominium Act. The statement must be furnished or made
available within ten (10) days of the request. Provided, further, that each Mortgagee who comes
into possession of a Condominium Unit by virtue of foreclosure or by deed or assignment in lieu
of foreclosure, or any purchaser at a foreclosure sale, shall take the Condominium Unit free of
any claims for unpaid assessments or charges against such Unit which accrue prior to the time
such Mortgagee comes into possession thereof.
Section 4. Maintenance Repair Replacement and Other Expenses.
(a) By the Board of Directors. Except as otherwise provided in
subsection (c) of this Section 4, the Board of Directors shall be responsible for the maintenance,
repair and replacement of all of the Common Elements (including the structural repair or
(2128/021'00114081 DOCX15 )
replacement of Limited Common Elements) as defined herein or in the Declaration, whether
located inside or outside of the Units. The cost of such maintenance shall be charged to the Unit
Owners as a General Common Expense (unless, if in the opinion of not less than a majority of
the Board of Directors, such expense was necessitated by the negligence, misuse or neglect of a
Unit Owner).
(b) By Each Unit Owner. Each Unit Owner shall keep his Unit and its
equipment and appurtenances in good order, condition and repair and in a clean and sanitary
condition, and shall do all redecorating, painting and varnishing which may at any time be
necessary to maintain the good appearance and condition of the interior of his Unit. Each Unit
Owner shall promptly report to the Board of Directors or the Managing Agent any defect or need
for repairs for which the Unit Owner believes the Board of Directors is responsible.
(c) Chart of Maintenance Responsibilities. Notwithstanding the
general provisions for maintenance set forth in subparagraphs (a) and (b) above, specific
maintenance responsibilities and the costs attributable thereto shall be determined, to the extent
set forth thereon, pursuant to the Chart of Maintenance Responsibilities attached hereto as
Exhibit A.
Section 5. Additions Alterations or Improvements by Board of Directors. Except for
the initial Board of Directors established pursuant to Article I11, Section 1, whenever in the
judgment of the Board of Directors the Common Elements shall require additions, alterations or
improvements costing a sum in excess of twenty -five percent (25 %) of the total annual budget of
the Condominium for any consecutive twelve (12) month period, the making of such additions,
alterations or improvements shall be approved by a Majority Vote of Unit Owners.
Section 6. Alterations or Improvements by Each Commercial Unit Owner. Each Unit
Owner shall have the unqualified right without obtaining the consent of the Board of Directors or
the Association to perform such non - structural alterations or modifications within his Unit
provided such alterations or modifications do not affect the structural integrity of the structure in
which the Units are located.
Section 7. Easements in Favor of Association.
(a) Easements are reserved to the Association through each of the
Units for benefit of any adjoining Unit as may be required for repair and maintenance of
electrical lines and conduits, gas lines, heating, air conditioning and ventilating ducts, water
lines, drain pipes and other appurtenances to such utility systems in order to adequately serve
each of such Units.
(b) There is reserved to the Association or its delegate, the right of
entry to any Unit and an easement for access therein, as provided by Section 55- 79.79(a) of the
Condominium Act, when and as necessary, in connection with any repairs, maintenance,
landscaping or construction for which the Association is responsible, or for which any Unit
Owner is responsible hereunder.
{2128 02/00114081.DOCX;5 }
9
ARTICLE VII
INSURANCE
Section 1. Authority to Purchase.
(a) Except as otherwise provided in Section 5 of this Article VII, all
insurance policies relating to the Condominium Property shall be purchased by the Board of
Directors. Neither the Board of Directors nor the Managing Agent, if any, nor the Declarant
shall be liable for failure to obtain any coverages required by this Section or for any loss or
damage resulting from such failure if such failure is due to the unavailability of such coverages
from reputable insurance companies or if such coverages are available only at a demonstrably
unreasonable; cost.
(b) Each such policy shall provide that:
(i) The insurer waives its right of subrogation to any claims
against the Board of Directors, the Unit Owners Association, the Managing Agent or the Unit
Owners and their respective agents, employees, guests and in the case of Unit Owners, the
members of their household.
(ii) Such policy cannot be canceled, invalidated or suspended
on account of the conduct of any member of the Board, officer or employee of the Board of
Directors, Unit Owner (including his invitees, agents and employees) or the Managing Agent
without a prior demand in writing that the Board of Directors or the Managing Agent cure the
defect and the allowance of a reasonable time thereafter within which the defect may be cured.
(iii) Such policy may not be cancelled or substantially modified
without at least sixty (60) days prior written notice to the Board of Directors and /or the
Managing Agent and, in the case of physical damage insurance, to all Mortgagees of Units.
(iv) The named insured under any such policies shall be the
Unit Owners Association, as a trustee for the Owners of the Condominium Units.
(c) All policies of insurance shall be written by reputable companies
licensed to do business in the Commonwealth of Virginia, and holding a financial size rating of a
Class X or better by Best Insurance Reports, if available, and if not available the best comparable
rating available.
(d) The Declarant, so long as the Declarant shall own any Unit, shall
be protected by all such policies as a Unit Owner. The coverage provided to the Declarant under
the insurance policies obtained in compliance with this Article VII shall not be deemed to protect
or be for the benefit of any general contractor engaged by the Declarant against liability for (or
waive any rights with respect to) warranty claims.
Section 2. Physical Damage Insurance. The Board of Directors shall obtain and
maintain a policy of hazard insurance covering the Units and Common Elements in an amount
necessary to insure the full replacement value of the Units and the Common Elements.
(2128/02/00114081.DOCX;5 }
10
Section 3. Liability Insurance. The Board of Directors may obtain and maintain
comprehensiive general liability, libel, slander, false arrest and invasion of privacy coverage and
liability coverage for acts of the Unit Owners Association, officers and directors of the Unit
Owners Association, and property damage insurance in an amount as determined by the Board of
Directors, insuring the Unit Owners Association, each member of the Board of Directors, the
Managing Agent, each Unit Owner, those entitled to occupy any Unit, against any liability to the
public or to the Unit Owners (and their invitees, agents and employees) arising out of or
incidental to the ownership an&or use of the Common Elements. Such insurance shall be issued
on a comprehensive liability basis and shall contain: (i) a cross liability endorsement under
which the rights of a named insured under the policy shall not be prejudiced with respect to his
action against another named insured; and (ii) a "severability of interest" endorsement which
shall preclude the insurer from denying liability to a Unit Owner because of negligent acts of the
Unit Owners Association or of another Unit Owner.
Section 4. Other Insurance. The Board of Directors may obtain and maintain:
(a) Adequate fidelity coverage to protect against dishonest acts on the
part of officers, directors, trustees and employees of the Unit Owners Association and all others
who handle, or are responsible for handling, funds of the Unit Owners Association, including the
Managing Agent. Such fidelity bonds shall name the Unit Owners Association as an obligee;
(b) Workmen's compensation insurance if and to the extent necessary
to meet the requirements of law; and
(c) Such other insurance as the Board of Directors may determine or
as may be requested from time to time by a Majority Vote of the Unit Owners.
Section 5. Separate Insurance. Each Unit Owner may, at his own expense, insurance
coverage upon its personal property and for the Owner's personal liability, provided that no Unit
Owner shall acquire or maintain such additional insurance coverage so as to decrease the amount
which the Board of Directors, on behalf of all Unit Owners, may realize under any insurance
policy which it may have in force on the Condominium Property at any particular time or to
cause any insurance coverage maintained by the Board of Directors to be brought into
contribution with such additional insurance coverage obtained by the Unit Owner. All such
additional policies shall contain waivers of subrogation.
Section 6. Board of Directors as Agent. The Board of Directors is hereby irrevocably
appointed the agent for each Unit Owner and for each Mortgagee of a Unit and for each Owner
of any interest in the Condominium to adjust all claims arising under insurance policies
purchased by the Board of Directors and to execute and deliver releases upon the payment of
claims.
Section 7. Premiums. Premiums upon all insurance policies purchased by the Board
of Directors shall be deemed to be a General Common Expense.
1 2 128/02/00 1 1 408 1.DOCX,5 }
11
ARTICLE VIII
REPAIR AND RECONSTRUCTION AFTER FIRE OR OTHER CASUALTY
Section 1. Repair and Reconstruction. Except as otherwise provided in Section 4 of
this Article, in the event of damage to or destruction of all or any part of the Condominium as a
result of fire or other casualty, the Board of Directors may arrange for and supervise the prompt
repair and restoration of the Common Elements. Each Unit Owner shall be responsible for the
repairs and replacement to its Unit and the personal property, equipment and fixtures located
therein and shall cooperate with the Board of Directors to coordinate the timing of such repairs
and replacements.
Section 2. Reconstruction Not Required. In the event the Board of Directors elects not
to repair damage to the Common Elements, any insurance proceeds received on account of such
damage shall be distributed among all Unit Owners in proportion to their respective Common
Element Interests. If the Condominium shall be terminated pursuant to Section 55- 79.72.1 of the
Condominium Act, the net assets of the Condominium together with the net proceeds of
insurance policies, if any, shall be divided by the Board of Directors among all Unit Owners in
proportion to their respective Common Element Interests, after first paying out of the share of
each Unit Owner, to the extent sufficient therefor, the amount of any unpaid liens on his Unit in
the order of priority of such liens.
ARTICLE IX
MORTGAGES
Section 1. Notice to Board of Directors. A Unit Owner who mortgages his Unit shall
notify the Board of Directors of the name and address of his mortgagee. The Board of Directors
shall maintain such information in a book entitled "Mortgagees of Units."
Section 2. Notice of Unpaid Assessments. The Board of Directors, whenever so
requested in writing by a Mortgagee, shall promptly report any then unpaid assessments due
from, or any other default by, the owner of the mortgaged Unit.
Section 3. Examination of Books. Each Unit Owner and each Mortgagee shall be
permitted to examine the books of account of the Condominium at reasonable times and upon
reasonable notice, on a business day, but not more often than once a month.
Section 4. Notices of Damages, Condemnation. The Board of Directors may notify:
(i) the Mortgagee of a Unit whenever material damage to the Unit occurs, or whenever the Unit
or portion thereof is made the subject matter of any condemnation or eminent domain proceeding
or is otherwise sought to be acquired by a condemning authority; and (ii) all Mortgagees
whenever material damage to the Common Elements occurs, or whenever the Common Elements
or any portion thereof is made the subject matter of any condemnation or eminent domain
proceeding or is otherwise sought to be acquired by a condemning authority.
Section 5. Intentionally Deleted.
{2 1 2 8/02100 1 1 408 1.DOCX;5 }
12
Section 6. Annual Financial Statement. Each Mortgagee shall be entitled to receive,
upon request, a copy of the annual financial statement within one hundred twenty (120) days
following the end of the Association's fiscal year, or as soon thereafter the same is available.
Section 7. Rights of Mortgagees. Unless at least two - thirds (2/3) of the Mortgagees
(based upon. one vote for each mortgage held) have given their prior written approval, the
Association shall not:
(a) change any Unit's Common Element Interest except as permitted
by the Declaration;
(b) abandon, partition, subdivide, encumber, sell or transfer the
Common Elements of the Condominium (the granting of easements for public utilities or for
other public purposes consistent with the intended use of the Common Elements shall not be
deemed a transfer within the meaning of this clause) except as may be permitted by the
Declaration;
(c) by act or omission seek to abandon or terminate condominium
status of the Condominium except as provided by statute in case of substantial loss to the Units
and Common Elements of the Condominium; or
(d) modify the method of determining and collecting assessments or
allocating distributions of casualty insurance proceeds or condemnation awards.
ARTICLE X
COMPLIANCE AND DEFAULT
Section 1. Relief. As set forth in Section 55 -79.53 of the Condominium Act, each
Unit Owner of a Unit shall be governed by, and shall comply with, all of the terms of the
Declaration„ these Bylaws and the Rules and Regulations of the Association, and any
amendments of the same. A default by a Unit Owner shall entitle the Association, acting through
its Board of Directors or through the Managing Agent, to the following relief.
(a) Legal Proceedings. Failure to comply with any of the terms of the
Declaration., these Bylaws and the Rules and Regulations of the Association shall be grounds for
relief which may include, without limitation to, an action to recover any sums due for money
damages, injunctive relief, foreclosure of the lien for payment of all assessments, any other relief
provided for in these Bylaws or any combination thereof and any other relief afforded by a court
of competent jurisdiction, all of which relief may be sought by the Association, the Board of
Directors, the Managing Agent, or, if appropriate, by an aggrieved Unit Owner.
(b) Cost and Attorneys' Fees. In any proceeding arising out of any
alleged default by a Unit Owner, the prevailing party shall be entitled to recover the costs of the
proceeding, and such reasonable attorneys' fees as may be determined by the Court.
(c) No Waiver of Rights. The failure of the Association, the Board of
Directors, or of a Unit Owner to enforce any right, provision, covenant, or condition which may
be granted by the Declaration, these Bylaws or the Rules and Regulations shall not constitute a
12128/02/00114081 UOCX;5 }
13
waiver of the right of the Association, the Board of Directors, or the Unit Owner to enforce such
right, provision, covenant or condition in the future. All rights, remedies and privileges granted
to the Association, the Board of Directors, or any Unit Owner pursuant to any term, provision,
covenant or condition of the Declaration, these Bylaws, or the Rules and Regulations shall be
deemed to be cumulative, and the exercise of any one or more thereof shall not be deemed to
constitute an election of remedies, nor shall it preclude the party exercising the same from
exercising such privileges as may be granted to such party by the Declaration, these Bylaws or
the Rules and Regulations, or at law or in equity.
Section 2. Lien for Assessments.
(a) The total annual assessment of each Unit Owner for General
Common Expenses or any special assessment or any other sum duly levied, made pursuant to
these Bylaws is hereby declared to be a lien levied against the Condominium Unit of such Unit
Owner as provided in Section 55 -79.84 of the Condominium Act.
(b) The lien for assessments may be enforced and foreclosed in the
manner provided by the laws of the Commonwealth of Virginia by action in the name of the
Board of Directors, or the Managing Agent, acting on behalf of the Association.
(c) A suit to recover a money judgment for unpaid contributions may
be maintained without foreclosing or waiving the lien securing the same, and a foreclosure may
be maintained notwithstanding the pendency of any suit to recover a money judgment.
Section 3. Subordination and Mortgage Protection. Notwithstanding any other
provisions hereof to the contrary, the lien of any assessment levied pursuant to these Bylaws
upon any Unit (and any penalties, interest on assessments, late charges or the like) shall be
subordinate to, and shall in no way affect the rights of the holder of a Mortgage made in good
faith for value received; provided, however, that such subordination shall apply only to
assessments which have become due and payable prior to a sale or transfer of such Unit pursuant
to foreclosure, or any proceeding in lieu of foreclosure. Such sale or transfer shall not relieve the
purchaser ofthe Unit at such sale from liability for any assessments thereafter becoming due, nor
from the lien of any such subsequent assessments which lien shall have the same effect and be
enforced in the same manner as provided herein.
Section 4. Priority of Lien. All assessments levied by the Association of the
Condominium shall constitute a lien on the Unit, which lien shall be subordinate to any lien of
any Mortgage.
(2128102/00114091 DOCX15 }
14
ARTICLE XI
CONDEMNATION
In the event of a taking in condemnation or by eminent domain, the provisions of Section
55- 79.44, Code of Virginia, as amended, shall prevail and govern.
ARTICLE, XII
MISCELLANEOUS
Section 1. Notices. All notices, demands, bill statements or other communications
under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered
personally or if sent by regular mail, first - class, prepaid.
(a) If to a Unit Owner, at the address which the Unit Owner shall
designate in writing and file with the Secretary, or if no such address is designated, at the address
of the Unit of such Unit Owner; or
(b) If to the Association, the Board of Directors, or the Managing
Agent, at such address as shall be designated by the notice in writing to the Unit Owners
pursuant to this Section.
Section 2. Severability. The invalidity of any part of these Bylaws shall not impair or
affect in any manner the validity, enforceability or effect of the balance of these Bylaws.
Section 3. Interchangeable Terms. As used in these Bylaws, the terms "mortgage" and
"deed of trust" are interchangeable with each other, and the terms "mortgagee" and "deed of trust
noteholder" are interchangeable with each other.
Section 4. Gender and Headings. The pronouns used herein shall be interpreted
without regard to gender. The headings in these Bylaws are inserted for convenience of
reference only and shall not be deemed a part of these Bylaws for any other purpose.
ARTICLE XIII
AMENDMENTS TO BYLAWS
Section 1. Amendments. These Bylaws may be modified or amended as provided in
Section 55 -79.71 of the Condominium Act.
Section 2. Approval of Mortgagees. These Bylaws contain provisions concerning
various rights, priorities, remedies and interests of Mortgagees. Such provisions in these Bylaws
are to be construed as covenants for the protection of such Mortgagees on which they may rely in
making loans secured by Mortgages. Accordingly, no amendment or modification of these
Bylaws impairing or affecting such rights, priorities, remedies or interests of a Mortgagee shall
be adopted without the prior written consent of such Mortgagee.
[REMAINDER OF PAGE LEFT BLANK — SIGNATURE PAGE FOLLOWS]
!2 128/02/0011408 1 DOCX15 }
15
IN WITNESS WHEREOF, the Declarant has caused these Bylaws to be executed on
behalf of _ this _ day of , 2019.
City of Roanoke
By: _
Print:
Title:
COMMONWEALTH OF
CITY /COUNTY OF
to -wit:
The foregoing instrument was acknowledged before me this
2019 by _ , _ -_-
Roanoke, on behalf of the City of Roanoke, as Declarant,
My commission expires:
My Registration No.:
Approved as to form:
Daniel J, Callaghan, City Attorney
f'1281,02/00114081 DOCX,5 }
16
day of
of the City of
NOTARY PUBLIC
EXHIBIT A TO BYLAWS
*MAINTENANCE RESPONSIBILITIES CHART
,212&0?roouaoai vocx;s }
17
ITEM
PARTY RESPONSIBLE
PARTY RESPONSIBLE i
FOR PERFORMANCE
FOR COST OF
PERFORMANCE
General Maintenance -
Association
Association as a General
Exterior
i
Common Expense
General
General Maintenance - ;
Association
Association as a
Interior
Common Expense
Exterior window washing
Association
Association as a General
Expense
Common
Maintenance, repair and
Association
Association as a General
replacement of entrance and
Common Expense
internal doors
Heating and cooling systems
Association
Association as a General
or components regardless of
Common Expense
whether located in or outside
of a Unit or exclusively
serving a single Unit
Signs serving the Units
Association
I
Association as a General
Common Ex ense
Plumbing and related systems
I Association
Association as a General
and components regardless of
'Common Expense
whether located in or outside
Unit
I
of a or exclusively
serving a single Unit
Electrical and related systems
Association -----f-X-Ssociation
as a General
and components thereof not
Common Expense
exclusively clusively serving any_Unit
Security Systems
Association
Association as a General
Security Access Controls
Association
Common Expense
Association as a General
Common Expense
Fire Alarms, Monitoring &
Association
Association as a Genera
Common Expense
Controls
,212&0?roouaoai vocx;s }
17
City of Roanoke Owned EOC
Unit A Owner
Unit A Owner as an
Equipment in the Training
individual expense
Room
Cleaning
Association
Association as a General
i
Common Expense _
Trash Removal & Recycling
Association
Association as a General
Common Expense
Roof and any other General
Association
Association as a General
Common Elements, including
Common Expense
inspections
Radio Tower
Unit A Owner
Unit A Owner as an
_
individual expense _
Stormwater management ;
Association
Association as a General
matters
_
Common Expense j
Snow removal and repaving or
Association
: Association as a General
replacement of ap rking areas
_
' Common Expense 1
Audio Visual Systems located
in the Common Areas
Association
Association as a General
Common Expense I
Audio Visual Systems located
Unit Owner where the system
Unit Owner as an individual
in a Unit ��
Generator Maintenance, UPS,
located _
I Association
expense _
Association as a General
Transfer Switch, & Fuel
Common Expense
Fencing
I Association
Association as a General
Common Ex ense
Vending Services provided to
Association
Association as a General
all Unit Owners
Common Expense
—
Landscaping
_ —.
Association
Association as a General
Common Expense
�PestControl
*CHART MAY NOT INCLUDE, ALL MAINTENANCE ITEMS
j2128;01'001 14081 DOCX;5 }
18
EXHIBIT C
Common Interest Table
Unit
A
,'2 128 02,00112961 DOC',' ;
10
Common Element Interest
50%
5O%
EXHIBIT D
Plat
{2128 02'0011296! DOC,7 j
N
Z
� I
Graz �Gq °
� _m.� 0 1n5 n °ors Oo
J/ o
Ilk
W
s s
aS oza ( �o ti lx\ 4 o a "[, 1
uzo3 sn av,
aO u¢�
°omens �d 8 '` .'i , '.\ �%� � Tl
mz °zao C
10 oo ¢ � 5
nW] U� _ PI
3 z
o
rtrt o o0o _ 1 wLL 000
iro Feu, i
tz
"" °p°
bO
W°
°°O�
p w i,
Q w
�❑ 9 � m 2Z7Z� � Q� I� �" � ° ° °°
tea' o : szwi &
z
°3 °; a aGo A ebs� se�� az
rk, h CD
aO� o on
,. � u5�s Nm
mwo
2 ¢a x uzx "^
t �o;•, LLm 4�O
oo�m =xs ;�wo ° �'� ° •opx ^a I .ice 3 p\p z
z
Q
rom sON i E'Foap.
)) I wa
U9�i, aWZZ xzmn
_ra ow'FZ+o� v'w
° mom °tr ooa n:'i ouz o x¢ 3� La
v xw K 3a°C wpN KW�Vwi WZN °U� '� F—-
i
EXHIBIT E
Plans
{2128/02/00112961.DOC;7 }
12
z
H
M
CD
z
W
i
C
C
iZ. W I
WI
D D
Q
Z.Z
wlw
Z W ro
Zip iy °
cw
LL fD Oi ZO >°
r rn w�� °y
o W,0 ZI mN�
pl WI
W LL
Z,�
CL t
H
o.
� i.. LL
p Z OQ
s w X
Ul
r ; w
mr;
LL
QI(n
0 0
4
0£
-ff1J
LL
-
w
Z w
xQ
Es
NIA
U
o�
L LL
w M
Z rn
'
J
LL
QI(n
0 0
4
'z as ooTinD °--
m z_ =zcr zO� <�o wr
xQ
Es
NIA
U
ARTICLES OF INCORPORATION
OF
E91 INA811 COMMUNICATIONS CENTER CONDOMINIUM
OWNERS' ASSOCIATION, INC.
In compliance with the requirements of Section 13.1 -801, et seq., of the Code of Virginia
(1950), as amended, the undersigned hereby forms a nonstock, nonprofit corporation, and to that
end sets forth the following:
ARTICLE I
NAME
The name of the Corporation is E911 NA811 COMMUNICATIONS CENTER
CONDOMINIUM OWNERS' ASSOCIATION, INC.
ARTICLE II
POWERS AND PURPOSES
A. The Corporation shall exist as a nonstock, nonprofit corporation under the laws of
the Commonwealth of Virginia. This Corporation does not contemplate pecuniary gain or profit
to its members, officers, or directors.
B. The Corporation shall provide for the administration, operation, management,
maintenance, preservation, and control of E91 I /VA811 Communications Center Condominium,
a condominium in the City of Roanoke, Virginia, established pursuant to the Condominium Act
as amended.
C. The Corporation shall exercise and perform all the obligations and duties of the
"unit owners' association" or the "executive organ" as these terms are used in the Condominium
Act.
(2128/02/00126903 DOCJ )
D. The Corporation, through its governing body, is hereby empowered to prepare
and promulgate Bylaws for the execution of its powers and duties.
E. The statement of corporate powers and purposes shall be broadly construed to
effectuate the corporate purposes.
ARTICLE III
MEMBERSHIP AND VOTING
Membership and voting rights in the Corporation shall be in the same ratio as ownership
of the undivided interest in the common elements of the condominium as set forth in the
Declaration of E911 /VA811 Communications Center Condominium Unit Owners' Association.
Owners of the undivided interest therein defined shall have membership and voting rights in the
Corporation to the extent of such ownership. Additional qualifications and rights of members
shall be set forth in the Bylaws of the Corporation.
ARTICLE IV
BOARD OF DIRECTORS
The Corporation shall be managed by the Board of Directors who shalt be appointed by
the members of the Corporation.
ARTICLE V
REGISTERED OFFICE.
The initial registered office of the Corporation shall be Whitlow & Youell, PLC, 28A
Kirk Avenue SW, in the City of Roanoke, Virginia 24011.
(2128102/00126903 -D0CJ ) 2
ARTICLE VI
REGISTERED AGENT
The initial registered agent for the Corporation is C. Cooper Youell, IV, Esquire, whose
business address is the same as the registered office set forth above and who is a resident of
Virginia and a member of the Virginia State Bar.
ARTICLE VII
INDEMNIFICATION
Any person who is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was so serving with respect to
another Corporation, partnership, joint venture, trust or other enterprise at the request of the
Corporation, shall be indemnified by the Corporation to the full extent permitted by applicable
law.
Incorporator
C. Cooper Youell, IV
,2128/02/00126903 DOC,1 } 3
City /811 9.4.19
BYLAWS
OF
E91 INA811 COMMUNICATIONS CENTER CONDOMINIUM OWNERS' ASSOCIATION,
INC.
City of Roanoke, Virginia
ARTICLE I
GENERAL,
Section 1. Applicability. These Bylaws provide for the self - governance of the
E911/Va811 Communications Center Condominium Owners' Association, Inc. (the
"Association "') pursuant to the requirements of Article 3, Chapter 4.2 of Title 55 of the Code of
Virginia. The E911Na811 Communications Center Condominium, a condominium established
under the Condominium Act, is located within the City of Roanoke, Commonwealth of Virginia
(the "Condominium ").
Section 2. Compliance. Every Unit Owner and all those entitled to occupy a
Condominium Unit shall comply with these Bylaws.
Section 3. Office. The office of the Association shall be located at the such place as
may be designated from time to time by the Board of Directors.
Section 4. Definitions. Capitalized terms used in these Bylaws which are not defined
shall have the meanings specified for such terms in the Declaration of the Condominium, which
Declaration is recorded immediately prior hereto, or in Section 55 -79.41 of the Condominium
Act.
ARTICLE II
UNIT OWNERS ASSOCIATION
Section 1. Composition. All of the Unit Owners, acting as a group in accordance with
the Condominium Act, the Declaration and these Bylaws, shall constitute the Association. The
Association shall have the responsibility of administering the Condominium, establishing the
means and methods of collecting the contributions to cover the Common Expenses, arranging for
the management of the Association and performing all of the other acts that may be required to
be performed by the Association, by the Condominium Act, the Declaration and these Bylaws.
Except as to those matters which either the Condominium Act or the Declaration specifically
require to be performed by the vote of the Unit Owners, the administration of the foregoing
responsibilities shall be performed by the Board of Directors as more particularly set forth in
Article III.
Section 2. Annual Meetings. At such time as the Association comes into existence,
when the first unit is conveyed to a Unit Owner other than the Declarant, the Association shall
hold at least one annual meeting each year. All meetings of the Association shall be held in
(2128 /02i00114081.00cx;s )
compliance with Section 55- 79.75 of the Condominium Act. All meetings of the Association
shall be open to the public, except that the President or presiding officer may call to have the
meeting moved into closed session as provided in the Code of Virginia.
Section 3. Place of Meetings. Meetings of the Association shall be held at the
principal office of the Condominium or at such other place designated by the Board of Directors.
Section 4. Special Meetings. No later than sixty (60) days following the termination
of the Declarant Control Period, a special meeting of the Association shall be held at which the
Directors shall be elected by the Unit Owners. Thereafter, a special meeting may be called by
the Board of Directors.
Section 5. Notice of Meetings. It shall be the duty of the Secretary to mail a notice of
each annual or special meeting of the Unit Owners pursuant to the provisions of Section 55-
79.75 of the Condominium Act at least twenty one (21) days advance notice in the case of any
annual meeting and at least seven (7) days advance notice of any special meeting of the
Association.
Section 6. Quorum. Except as otherwise stated in these Bylaws, the presence in
person or by proxy of a representative of each Unit Owner shall be requisite for and shall
constitute a quorum for the transaction of business of all meetings of members.
Section 7. Voting.
(a) At every meeting of the Association, each of the Units shall have
the right to cast a vote based on such Unit's Common Element Interest, as set forth in the
Declaration, as said Declaration may be amended from time to time.
(b) Except where a greater number is required by the Condominium
Act, the Declaration or these Bylaws, a Majority Vote is required to adopt decisions at any
meeting of the Association. If the Declarant owns or holds title to one or more Units, the
Declarant shall have the right at any meeting of the Association to cast the votes to which such
Unit or Units are entitled.
(c) No Unit Owner may vote at any meeting of the Association or be
elected to or serve on the Board of Directors if the Unit Owner is delinquent by more than sixty
(60) days in payment of any assessment and the amount necessary to bring the account current
has not been paid within seventy -two (72) hours prior to the time of such meeting or election.
(d) In the event the Unit Owners split on a given vote concerning the
Association, the Unit Owners agree that on the written request of either party served on the other,
the deadlocked issues shall be submitted to mediation and then if still unresolved to binding
arbitration. Said mediation or binding arbitration shall comply with and be governed by the
provisions of the American Arbitration Association for Commercial Disputes unless the Unit
Owners stipulate otherwise. The Units Owners shall share equally in the costs of the mediator.
The attorneys' fees and costs of the arbitration shall be borne by the losing party, unless the Unit
Owners stipulate otherwise, or in such proportions as the arbitrator shall decide.
,2128/02/00114081 DOCX;5 }
2
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number and Qualification. The affairs of the Association shall be governed
by a Board of Directors. The Board of Directors shall consist of 4 persons, 2 elected by each
Unit Owner. Any vacancy shall be filled by the Unit Owner that designated the person vacating
the Board of Directors.
Section 2. Powers and Duties. The Board of Directors shall have all of the powers and
duties necessary for the administration of the affairs of the Association and may do all such acts
and things as are not by the Condominium Act, the Declaration or by these Bylaws required to be
exercised and done by the Association. The Board of Directors shall have the power from time
to time to adopt any Rules and Regulations deemed necessary for the benefit and enjoyment of
the Condominium; provided, however, that such Rules and Regulations shall not be in conflict
with the Condominium Act, the Declaration or these Bylaws. The Board of Directors may
authorize one or more Unit Owners to assist with the administration of the affairs of the
Association and may engage one or more Unit Owners to provide required services to the
Association.
Section 3. Managing Agent, The Board of Directors may employ for the
Condominium a "Managing Agent" at a compensation established by the Board of Directors.
(a) The Managing Agent shall be a bona fide business enterprise,
which may be affiliated with the Declarant, which manages common interest residential
communities and must be a licensed Common Interest Community Manager.
(b) The Managing Agent shall perform such duties and services as the
Board of Directors shall authorize. The Managing Agent shall perform the obligations, duties
and services relating to management of the Condominium, the rights of Mortgagees and the
maintenance of reserve funds in compliance with the provisions of these Bylaws.
(c) The Board of Directors shall impose appropriate standards of
performance upon the Managing Agent.
(d) Subject to the provisions of Section 55- 79.74(B) of the
Condominium Act, during the period when persons designated by the Declarant constitute a
majority of the Board of Directors, the Board of Directors may employ a Managing Agent for an
initial term not to exceed one (1) year. Any contract with the Managing Agent must provide that
it may be terminated, without payment of a termination fee, without cause on no more than
ninety (90) clays written notice and with cause on no more than thirty (30) days written notice,
and the term of such contract or agreement may not exceed one (1) year.
Section 4. Election and Term of Office. At the first annual meeting of the Association
following the Declarant Control Period, the term of office of two (2) members of the Board of
Directors, each appointed by one Unit Owner, shall be fixed at two (2) years and the term of
office of the remaining two (2) members of the Board of Directors, each appointed by one Unit
Owner, shall be fixed at three (3) years. At the expiration of the initial term of office of each
member of the initial Board of Directors elected at the first annual meeting, a successor shall be
{2128 102/00114081.DOCX;5 }
elected by the applicable Unit Owner to serve for a term of one (1) year. The members of the
Board of Directors shall hold office until their respective successors shall have been elected by
the applicable Unit Owner. In the event of any removal or vacancy, the Unit Owner that
appointed such Board of Director shall appoint his or her replacement. A Board of Director may
serve unlimited terms.
Section 5. Removal of Members of the Board of Directors. Any Unit Owner may
remove for any reason one or more members of the Board of Directors designated by such Unit
Owner. The Unit Owner removing a member of the Board of Directors shall name his or her
replacement.
Section 6. Vacancies. Vacancies in the Board of Directors caused by any reason other
than the removal of a director shall be filled by the Unit Owner that designated such director.
Each person so elected shall be a member of the Board of Directors for the remainder of the term
of the member being replaced.
Section 7. Organization Meeting. The date of the first meeting of the members of the
Board of Directors elected at the annual meeting of the Association shall be determined by the
Board immediately following the Association meeting and no further notice shall be necessary to
the newly elected members of the Board of Directors. Such meeting shall occur within thirty
(30) days.
Section 8. Regular Meetings. Regular meetings of the elected Board of Directors may
be held at such time and place as shall be determined from time to time by a majority of the
directors. Notice of regular meetings of the Board of Directors shall be given to each director
personally, by mail, telephone or electronic mail, at least three (3) business days prior to the day
named for such meeting. All meetings of the Board of Directors shall be held in accordance with
Section 55 -79.75 of the Condominium Act. All meetings of the Board of Directors shall be open
to the public, except that the President or presiding officer may call to have the meeting moved
into closed session as provided in the Code of Virginia.
Section 9. Special Meetings. Special meetings of the Board of Directors may be
called by the President on three (3) business days' notice to each director, given personally, by
mail, telephone or electronic mail, which notice shall state the time, place and purpose of the
meetings.
Section 10. Waiver of Notice. Any director may, at any time, in writing, waive notice
of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the
giving of such notice. Attendance by a director at any meeting of the Board of Directors shall
constitute a waiver of notice by him of the time and place of such meeting. If all directors are
present at any meeting of the Board of Directors, no notice shall be required and any business
may be transacted at such meeting.
Section 11. Fidelity Bonds. The Board of Directors or the Managing Agent may obtain
and maintain a blanket fidelity bond or employee dishonesty insurance policy insuring the
Association against losses resulting from theft or dishonesty committed by the officers, directors,
or persons employed by the Association, or committed by any Managing Agent or its employees.
The premium of such bonds shall constitute a General Common Expense.
1 2 1 28/02/001 1 408 1.DOCX,5 )
4
Section 12. Compensation. No director shall receive any compensation from the
Condominium for exercising his duties and obligations as a director.
Section 13. Conduct of Meetins?s. The President shall preside over all meetings of the
Board of Directors and the Secretary shall keep a Minute Book of the Board of Directors,
recording therein all resolutions adopted by the Board of Directors and a record of all
transactions and proceedings occurring at such meetings. Robert's Rules of Order (latest edition)
shall govern the conduct of the meetings of the Board of Directors when not in conflict with the
Declaration, these Bylaws or the Condominium Act.
Section 14. Action Without Meeting. Any action by the Board of Directors required or
permitted to be taken at any meeting may be taken without a meeting if all of the members of the
Board of Directors shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings of the Board of
Directors.
Section 15. Quorum of Board of Directors. At all meetings of the Board of Directors
there must be at least one Director appointed by each Unit Owner to constitute a quorum for the
transaction of business, and the votes of a majority of the directors present at a meeting at which
a quorum is present shall constitute the decision of the Board of Directors. If at any meeting of
the Board of Directors there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is
present, any business which might have been transacted at the meeting originally called may be
transacted without further notice.
ARTICLE IV
OFFICERS
" Sec ' tion 1. Desi nag tion. The principal officers of the Association shall be the
President, he Secretary and the Treasurer, all of whom shall be elected by the Board of
Directors. The President shall be required to be a member of the Board of Directors. The offices
of President and Secretary may not be held by the same person, but the other offices may be held
by the same person. The members of the Board of Directors appointed by City of Roanoke shall
appoint the President during the first calendar year and the Secretary and Treasurer shall be
appointed by the Board Members appointed by the other Unit Owner unless otherwise agreed by
the Board of Directors. Each officer shall serve for a term of one year, provided that in the
event that one or more officers are removed or vacates the position during a given year, the
members of' the Board of Directors that appointed such person shall designate his or her
replacement.
Section 2. Election of Officers. The officers of the Association shall be elected
annually by the Board of Directors at the organization meeting of each new Board of Directors
and shall hold office at the pleasure of the Board of Directors and until a successor is elected.
The Board cf Directors may appoint one or more Vice Presidents.
Section 3. Removal of Officers. Upon the affirmative vote of a majority of the
members of the Board of Directors, any officer may be removed, either with or without cause,
{2 128 /02/00 1 1 408 1.DOCX;5 )
and his successor may be elected at any regular meeting of the Board of Directors, or at any
special meeting of the Board of Directors.
Section 4. President. The President shall be the chief executive officer of the
Association. He shall preside at all meetings of the Association and of the Board of Directors.
He shall have all of the general powers and duties which are incident to the office of President of
a non -stock corporation organized under the Virginia Non -Stock Corporation Act, including, but
not limited to, the power to appoint committees from among the Unit Owners, subject to the
confirmation of the Board of Directors, from time to time, as he may in his discretion decide is
appropriate in the conduct of the affairs of the Condominium.
Section 5. Intentionally Deleted.
Section 6. Secretary. The Secretary shall provide notice of meetings and keep the
minutes of all meetings of the Association and of the Board of Directors; he shall have charge of
such books and papers as the Board of Directors may direct, and he shall, in general, perform all
the duties incident to the office of the secretary of a non -stock corporation organized under the
Virginia Non. -Stock Corporation Act.
Section 7. Treasurer. The Treasurer shall have the responsibility for overseeing the
Association funds and securities and shall cause the keeping of full and accurate financial
records and books of account showing all required financial data; he shall also oversee the
deposit of all monies and other valuable effects in the name of the Association in such
depositories as may from time to time be designated by the Board of Directors.
Section 8. Agreements Contracts, Deeds, etc. All agreements, contracts, deeds,
leases, and other instruments of the Association shall be executed by any one (1) officer of the
Association, or by such other person or persons as may be designated by the Board of Directors.
Section 9. Compensation of Officers. No officer shall receive any compensation from
the Association solely for exercising his duties and obligations as an officer.
ARTICLE V
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Liability and Indemnification of Officers and Directors. The Association
shall indemnify, every officer and director of the Association against any and all expenses,
including counsel fees, reasonably incurred by or imposed upon any officer or director in
connection with any action, suit or other proceeding (including settlement of any suit or
proceeding if approved by the Board of Directors of the Association) to which he may be a party
by reason of being or having been an officer or director of the Association whether or not such
person is an officer or director at the time such expenses are incurred. The officers and directors
of the Association shall not be liable to the Unit Owners for any mistake of judgment, negligence
or otherwise, except for their own individual willful misconduct or bad faith. The officers and
directors of the Association shall have no personal liability with respect to any contract or other
commitment made by them, in good faith, on behalf of the Condominium (except to the extent
that such officers or directors may also be owners of Condominium Units) and the Association
{21281oziooiiaoa1.13ocx;s )
shall indemnify and forever hold each such officer and director free and harmless against any
and all liabilities to others on account of any such contract or commitment. Any right to
indemnification provided herein shall not be exclusive of any other rights to which any officer or
director of the Association, or former officer or director of the Association, may be entitled.
Section 2. Insurance Coverage. The Board of Directors may obtain on behalf of the
Condominium such insurance coverages as may be reasonably necessary in order to effectively
indemnify the officers and directors of the Association as provided in Section 1 of this Article V.
The cost of said insurance shall constitute a General Common Expense.
ARTICLE VI
OPERATION OF THE PROPERTY
Section 1. Determination of General Common Expenses and Assessments.
(a) Fiscal Year. The fiscal year of the Association shall consist of the
twelve (12) month period commencing July 1 or such other on date as may be determined by the
Board of Directors.
(b) Preparation and Approval of Budget. Each year on or before thirty
(30) days before the commencement of the next fiscal year, the Board of Directors may adopt a
budget for the Association containing an estimate of the total amount which it considers
necessary to pay the cost of utility services, maintenance, management, operation, repair and
replacement of the General Common Elements and those parts of the Units as to which the Board
of Directors has all powers and responsibility with regard to maintenance, repair, renovation,
restoration and replacement, and the cost of wages, materials, insurance premiums, service,
supplies and other expenses that may be declared to be General Common Expenses by the
Condominium Act, these Bylaws or a Resolution of the Association, and which will be required
during the ensuing fiscal year for the administration, operation, maintenance and repair of the
Condominium and the rendering to the Unit Owners of all related services. The budget shall also
include any major repairs or structural repairs and applicable reserves for replacement (including
routine operation, cleaning or maintenance).
(c) Transmittal of Budget. The Board of Directors shall send to each
Unit Owner a copy of the budget, in a reasonably itemized form, which sets forth the amount of
the General Common Expenses payable by each Unit Owner, at least seven (7) days prior to the
beginning of the fiscal year to which the budget applies. The said budget shall constitute the
basis for determining each Unit Owner's contribution for the General Common Expenses of the
Condominium.
(d) Procurement. In the procurement of goods and services, the Board
of Directors shall follow the procurement procedures followed by the City of Roanoke, Virginia,
as set forth in Sections 23.2 -1, et seq. of the Code of the City of Roanoke (1979), as amended.
Section 2. Assessment and Payment of General Common Expenses.
(a) The total amount of the estimated funds required for the operation
of the Condominium set forth in the budget for the fiscal year adopted by the Board of Directors
{2128/02/00114081 DOCX15 )
shall be assessed against each Condominium Unit in proportion to its respective proportionate
undivided interest in the Common Elements (i.e., its Common Element Interest) as set forth in
the Declaration of the Condominium as the same may be amended from time to time. Said
assessment shall be a lien against each Unit Owner's Unit as provided in the Condominium Act
as set forth in Section 55- 79.84. On or before the first day of each fiscal year, and the first day of
each succeeding eleven (11) months in such fiscal year, such Unit Owner shall be obligated to
pay to the Board of Directors or the Managing Agent (as determined by the Board of Directors),
one - twelfth (1/12) of the assessment for such fiscal year made pursuant to the foregoing
provisions. Any amount accumulated in excess of the amount required for actual expenses and
reserves may, if the Board of Directors deems it advisable, be credited according to each Unit
Owner's Common Element Interest to the installments due in the succeeding months of that
fiscal year.
(b) Special Assessments. In the event extraordinary expenditures not
originally included in the annual budget described above become necessary during the year, the
Board of Directors may at any time levy a special assessment, which shall be assessed against
the Condominium Units in proportion to the respective Common Element Interests. Said special
assessments may be payable in a lump sum or in installments as the Board of Directors may
determine. The Board of Directors shall serve notice of any such special assessment on all Unit
Owners by a statement in writing giving the amount and reason therefor, and such special
assessment shall, unless otherwise specified in the notice, become effective with the next
monthly payment which is due after the delivery or mailing of such notice of special assessment.
All Unit Owners shall be obligated to pay the adjusted monthly amount or, if the special
assessment is not payable in installments, the amount of such assessment. The payment and
collection of the assessment made pursuant to the foregoing provisions shall be in accordance
with the terms providing for payment and collection of assessments in these Bylaws and the
Condominium Act, including without limitation, the right reserved to the Board to accelerate
payment of assessments and the right to recovery of attorney's fees and costs.
Section 3. Payment of General Common Expenses. All Unit Owners shall be
obligated to pay the General Common Expenses assessed by the Board of Directors pursuant to
the provisions of this Article VI and such expenses not paid by the 15th day of each month shall
be in default. No Unit Owner shall be liable for the payment of any part of the General Common
Expenses assessed against his Unit subsequent to a transfer or other conveyance by him of such
Unit. Any Unit Owner may be entitled to a statement from the Board of Directors or Managing
Agent setting forth the amount of the unpaid assessments against the Unit Owner pursuant to
Section 55- 79.84(H) of the Condominium Act. The statement must be furnished or made
available within ten (10) days of the request. Provided, further, that each Mortgagee who comes
into possession of a Condominium Unit by virtue of foreclosure or by deed or assignment in lieu
of foreclosure, or any purchaser at a foreclosure sale, shall take the Condominium Unit free of
any claims for unpaid assessments or charges against such Unit which accrue prior to the time
such Mortgagee comes into possession thereof.
Section 4. Maintenance Repair Replacement and Other Expenses.
(a) By the Board of Directors. Except as otherwise provided in
subsection (c) of this Section 4, the Board of Directors shall be responsible for the maintenance,
repair and replacement of all of the Common Elements (including the structural repair or
(2128 /02 /0011408LD0Cx,5 )
replacement of Limited Common Elements) as defined herein or in the Declaration, whether
located inside or outside of the Units. The cost of such maintenance shall be charged to the Unit
Owners as a General Common Expense (unless, if in the opinion of not less than a majority of
the Board of Directors, such expense was necessitated by the negligence, misuse or neglect of a
Unit Owner).
(b) By Each Unit Owner. Each Unit Owner shall keep his Unit and its
equipment and appurtenances in good order, condition and repair and in a clean and sanitary
condition, and shall do all redecorating, painting and varnishing which may at any time be
necessary to maintain the good appearance and condition of the interior of his Unit. Each Unit
Owner shall promptly report to the Board of Directors or the Managing Agent any defect or need
for repairs for which the Unit Owner believes the Board of Directors is responsible.
(c) Chart of Maintenance Responsibilities. Notwithstanding the
general provisions for maintenance set forth in subparagraphs (a) and (b) above, specific
maintenance responsibilities and the costs attributable thereto shall be determined, to the extent
set forth thereon, pursuant to the Chart of Maintenance Responsibilities attached hereto as
Exhibit A.
Section 5. Additions Alterations or Improvements by Board of Directors. Except for
the initial Board of Directors established pursuant to Article III, Section 1, whenever in the
judgment of the Board of Directors the Common Elements shall require additions, alterations or
improvements costing a sum in excess of twenty -five percent (25 %) of the total annual budget of
the Condominium for any consecutive twelve (12) month period, the making of such additions,
alterations or improvements shall be approved by a Majority Vote of Unit Owners.
Section 6. Alterations or Improvements by Each Commercial Unit Owner. Each Unit
Owner shall have the unqualified right without obtaining the consent of the Board of Directors or
the Association to perform such non - structural alterations or modifications within his Unit
provided such alterations or modifications do not affect the structural integrity of the structure in
which the Units are located.
Section 7. Easements in Favor of Association.
(a) Easements are reserved to the Association through each of the
Units for benefit of any adjoining Unit as may be required for repair and maintenance of
electrical lines and conduits, gas lines, heating, air conditioning and ventilating ducts, water
lines, drain pipes and other appurtenances to such utility systems in order to adequately serve
each of such Units.
(b) There is reserved to the Association or its delegate, the right of
entry to any Unit and an easement for access therein, as provided by Section 55- 79.79(a) of the
Condominium Act, when and as necessary, in connection with any repairs, maintenance,
landscaping or construction for which the Association is responsible, or for which any Unit
Owner is responsible hereunder.
(2129/02/00114081 DoCx,s }
9
ARTICLE VII
INSURANCE
Section 1. Authority to Purchase.
(a) Except as otherwise provided in Section 5 of this Article VII, all
insurance policies relating to the Condominium Property shall be purchased by the Board of
Directors. Neither the Board of Directors nor the Managing Agent, if any, nor the Declarant
shall be liable for failure to obtain any coverages required by this Section or for any loss or
damage resulting from such failure if such failure is due to the unavailability of such coverages
from reputable insurance companies or if such coverages are available only at a demonstrably
unreasonable cost.
(b) Each such policy shall provide that:
(i) The insurer waives its right of subrogation to any claims
against the Board of Directors, the Unit Owners Association, the Managing Agent or the Unit
Owners and their respective agents, employees, guests and in the case of Unit Owners, the
members of their household.
(ii) Such policy cannot be canceled, invalidated or suspended
on account of the conduct of any member of the Board, officer or employee of the Board of
Directors, Unit Owner (including his invitees, agents and employees) or the Managing Agent
without a prior demand in writing that the Board of Directors or the Managing Agent cure the
defect and the allowance of a reasonable time thereafter within which the defect may be cured.
(iii) Such policy may not be cancelled or substantially modified
without at least sixty (60) days prior written notice to the Board of Directors and /or the
Managing Agent and, in the case of physical damage insurance, to all Mortgagees of Units.
(iv) The named insured under any such policies shall be the
Unit Owners Association, as a trustee for the Owners of the Condominium Units.
(c) All policies of insurance shall be written by reputable companies
licensed to do business in the Commonwealth of Virginia, and holding a financial size rating of a
Class X or better by Best Insurance Reports, if available, and if not available the best comparable
rating available.
(d) The Declarant, so long as the Declarant shall own any Unit, shall
be protected by all such policies as a Unit Owner. The coverage provided to the Declarant under
the insurance policies obtained in compliance with this Article VII shall not be deemed to protect
or be for the benefit of any general contractor engaged by the Declarant against liability for (or
waive any rights with respect to) warranty claims.
Section 2. Physical. Damage Insurance. The Board of Directors shall obtain and
maintain a policy of hazard insurance covering the Units and Common Elements in an amount
necessary to insure the full replacement value of the Units and the Common Elements.
,2 128/02/00 1 1408 1.DOCX,5 }
10
Section 3. Liability Insurance. The Board of Directors may obtain and maintain
comprehensive general liability, libel, slander, false arrest and invasion of privacy coverage and
liability coverage for acts of the Unit Owners Association, officers and directors of the Unit
Owners Association, and property damage insurance in an amount as determined by the Board of
Directors, insuring the Unit Owners Association, each member of the Board of Directors, the
Managing Agent, each Unit Owner, those entitled to occupy any Unit, against any liability to the
public or to the Unit Owners (and their invitees, agents and employees) arising out of or
incidental to the ownership and /or use of the Common Elements. Such insurance shall be issued
on a comprehensive liability basis and shall contain: (i) a cross liability endorsement under
which the rights of a named insured under the policy shall not be prejudiced with respect to his
action against another named insured; and (ii) a "severability of interest" endorsement which
shall preclude the insurer from denying liability to a Unit Owner because of negligent acts of the
Unit Owners Association or of another Unit Owner.
Section 4. Other Insurance. The Board of Directors may obtain and maintain:
(a) Adequate fidelity coverage to protect against dishonest acts on the
part of officers, directors, trustees and employees of the Unit Owners Association and all others
who handle, or are responsible for handling, funds of the Unit Owners Association, including the
Managing Agent. Such fidelity bonds shall name the Unit Owners Association as an obligee;
(b) Workmen's compensation insurance if and to the extent necessary
to meet the requirements of law; and
(c) Such other insurance as the Board of Directors may determine or
as may be requested from time to time by a Majority Vote of the Unit Owners.
Section 5. Separate Insurance. Each Unit Owner may, at his own expense, insurance
coverage upon its personal property and for the Owner's personal liability, provided that no Unit
Owner shall acquire or maintain such additional insurance coverage so as to decrease the amount
which the Board of Directors, on behalf of all Unit Owners, may realize under any insurance
policy which it may have in force on the Condominium Property at any particular time or to
cause any insurance coverage maintained by the Board of Directors to be brought into
contribution with such additional insurance coverage obtained by the Unit Owner. All such
additional policies shall contain waivers of subrogation.
Section 6. Board of Directors as A ent. The Board of Directors is hereby irrevocably
appointed the agent for each Unit Owner and for each Mortgagee of a Unit and for each Owner
of any interest in the Condominium to adjust all claims arising under insurance policies
purchased by the Board of Directors and to execute and deliver releases upon the payment of
claims.
Section 7. Premiums. Premiums upon all insurance policies purchased by the Board
of Directors shall be deemed to be a General Common Expense.
{2 1 28/02/001 1408LDOCX;S }
11
ARTICLE VIII
REPAIR AND RECONSTRUCTION AFTER FIRE OR OTHER CASUALTY
Section 1. Repair and Reconstruction. Except as otherwise provided in Section 4 of
this Article, in the event of damage to or destruction of all or any part of the Condominium as a
result of fire or other casualty, the Board of Directors may arrange for and supervise the prompt
repair and restoration of the Common Elements. Each Unit Owner shall be responsible for the
repairs and replacement to its Unit and the personal property, equipment and fixtures located
therein and shall cooperate with the Board of Directors to coordinate the timing of such repairs
and replacerrients.
Section 2. Reconstruction Not Required. In the event the Board of Directors elects not
to repair damage to the Common Elements, any insurance proceeds received on account of such
damage shall be distributed among all Unit Owners in proportion to their respective Common
Element Interests. If the Condominium shall be terminated pursuant to Section 55- 79.72.1 of the
Condominium Act, the net assets of the Condominium together with the net proceeds of
insurance policies, if any, shall be divided by the Board of Directors among all Unit Owners in
proportion to their respective Common Element Interests, after first paying out of the share of
each Unit Owner, to the extent sufficient therefor, the amount of any unpaid liens on his Unit in
the order of priority of such liens.
ARTICLE IX
MORTGAGES
Section 1. Notice to Board of Directors. A Unit Owner who mortgages his Unit shall
notify the Board of Directors of the name and address of his mortgagee. The Board of Directors
shall maintain such information in a book entitled "Mortgagees of Units."
Section 2. Notice of Unpaid Assessments. The Board of Directors, whenever so
requested in writing by a Mortgagee, shall promptly report any then unpaid assessments due
from, or any other default by, the owner of the mortgaged Unit.
Section 3. Examination of Books. Each Unit Owner and each Mortgagee shall be
permitted to examine the books of account of the Condominium at reasonable times and upon
reasonable notice, on a business day, but not more often than once a month.
Section 4. Notices of Damages Condemnation. The Board of Directors may notify:
(1) the Mortgagee of a Unit whenever material damage to the Unit occurs, or whenever the Unit
or portion thereof is made the subject matter of any condemnation or eminent domain proceeding
or is otherwise sought to be acquired by a condemning authority; and (ii) all Mortgagees
whenever material damage to the Common Elements occurs, or whenever the Common Elements
or any portion thereof is made the subject matter of any condemnation or eminent domain
proceeding or is otherwise sought to be acquired by a condemning authority.
Section 5. Intentionally Deleted.
12128/02/00114081.DOCX,5 }
12
Section 6. Annual Financial Statement. Each Mortgagee shall be entitled to receive,
upon request, a copy of the annual financial statement within one hundred twenty (120) days
following the end of the Association's fiscal year, or as soon thereafter the same is available.
Section 7. Rights of Mortgagees. Unless at least two - thirds (2/3) of the Mortgagees
(based upon one vote for each mortgage held) have given their prior written approval, the
Association shall not:
(a) change any Unit's Common Element Interest except as permitted
by the Declaration;
(b) abandon, partition, subdivide, encumber, sell or transfer the
Common Elements of the Condominium (the granting of easements for public utilities or for
other public purposes consistent with the intended use of the Common Elements shall not be
deemed a transfer within the meaning of this clause) except as may be permitted by the
Declaration;
(c) by act or omission seek to abandon or terminate condominium
status of the Condominium except as provided by statute in case of substantial loss to the Units
and Common Elements of the Condominium; or
(d) modify the method of determining and collecting assessments or
allocating distributions of casualty insurance proceeds or condemnation awards.
ARTICLE X
COMPLIANCE AND DEFAULT
Section 1. Relief. As set forth in Section 55 -79.53 of the Condominium Act, each
Unit Owner of a Unit shall be governed by, and shall comply with, all of the terms of the
Declaration, these Bylaws and the Rules and Regulations of the Association, and any
amendments of the same. A default by a Unit Owner shall entitle the Association, acting through
its Board of Directors or through the Managing Agent, to the following relief.
(a) Legal Proceedings. Failure to comply with any of the terms of the
Declaration, these Bylaws and the Rules and Regulations of the Association shall be grounds for
relief which may include, without limitation to, an action to recover any sums due for money
damages, injunctive relief, foreclosure of the lien for payment of all assessments, any other relief
provided for in these Bylaws or any combination thereof and any other relief afforded by a court
of competent jurisdiction, all of which relief may be sought by the Association, the Board of
Directors, the Managing Agent, or, if appropriate, by an aggrieved Unit Owner.
(b) Cost and Attorneys' Fees. In any proceeding arising out of any
alleged default by a Unit Owner, the prevailing party shall be entitled to recover the costs of the
proceeding, and such reasonable attorneys' fees as may be determined by the Court.
(c) No Waiver of Rights. The failure of the Association, the Board of
Directors, or of a Unit Owner to enforce any right, provision, covenant, or condition which may
be granted by the Declaration, these Bylaws or the Rules and Regulations shall not constitute a
12 1 28/02 /001 1 408 1.DOCX;5 }
13
waiver of the right of the Association, the Board of Directors, or the Unit Owner to enforce such
right, provision, covenant or condition in the future. All rights, remedies and privileges granted
to the Association, the Board of Directors, or any Unit Owner pursuant to any term, provision,
covenant or condition of the Declaration, these Bylaws, or the Rules and Regulations shall be
deemed to be cumulative, and the exercise of any one or more thereof shall not be deemed to
constitute an election of remedies, nor shall it preclude the party exercising the same from
exercising such privileges as may be granted to such party by the Declaration, these Bylaws or
the Rules and. Regulations, or at law or in equity.
Section 2. Lien for Assessments.
(a) The total annual assessment of each Unit Owner for General
Common Expenses or any special assessment or any other sum duly levied, made pursuant to
these Bylaws is hereby declared to be a lien levied against the Condominium Unit of such Unit
Owner as provided in Section 55 -79.84 of the Condominium Act.
(b) The lien for assessments may be enforced and foreclosed in the
manner provided by the laws of the Commonwealth of Virginia by action in the name of the
Board of Directors, or the Managing Agent, acting on behalf of the Association.
(c) A suit to recover a money judgment for unpaid contributions may
be maintained without foreclosing or waiving the lien securing the same, and a foreclosure may
be maintained notwithstanding the pendency of any suit to recover a money judgment.
Section 3. Subordination and Mortgage Protection. Notwithstanding any other
provisions hereof to the contrary, the lien of any assessment levied pursuant to these Bylaws
upon any Unit (and any penalties, interest on assessments, late charges or the like) shall be
subordinate to, and shall in no way affect the rights of the holder of a Mortgage made in good
faith for value received; provided, however, that such subordination shall apply only to
assessments 'which have become due and payable prior to a sale or transfer of such Unit pursuant
to foreclosure, or any proceeding in lieu of foreclosure. Such sale or transfer shall not relieve the
purchaser of the Unit at such sale from liability for any assessments thereafter becoming due, nor
from the lien of any such subsequent assessments which lien shall have the same effect and be
enforced in the same manner as provided herein.
Section 4. Priority of Lien. All assessments levied by the Association of the
Condominium shall constitute a lien on the Unit, which lien shall be subordinate to any lien of
any Mortgage.
{2128{02 /00114081DOCX;5 )
14
ARTICLE XI
CONDEMNATION
In the event of a taking in condemnation or by eminent domain, the provisions of Section
55- 79.44, Code of Virginia, as amended, shall prevail and govern.
ARTICLE XII
MISCELLANEOUS
Section 1. Notices. All notices, demands, bill statements or other communications
under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered
personally or if sent by regular mail, first- class, prepaid.
(a) If to a Unit Owner, at the address which the Unit Owner shall
designate in writing and file with the Secretary, or if no such address is designated, at the address
of the Unit of such Unit Owner; or
(b) If to the Association, the Board of Directors, or the Managing
Agent, at such address as shall be designated by the notice in writing to the Unit Owners
pursuant to this Section.
Section 2. Severability. The invalidity of any part of these Bylaws shall not impair or
affect in any mariner the validity, enforceability or effect of the balance of these Bylaws.
Section 3. Interchangeable Terms. As used in these Bylaws, the terms "mortgage" and
"deed of trust" are interchangeable with each other, and the terms "mortgagee" and "deed of trust
noteholder" are interchangeable with each other.
Section 4. Gender and Headings. The pronouns used herein shall be interpreted
without regard to gender. The headings in these Bylaws are inserted for convenience of
reference only and shall not be deemed a part of these Bylaws for any other purpose.
ARTICLE XIII
AMENDMENTS TO BYLAWS
Section 1. Amendments. These Bylaws may be modified or amended as provided in
Section 55 -79.71 of the Condominium Act.
Section 2. Approval of Mortgagees. These Bylaws contain provisions concerning
various rights, priorities, remedies and interests of Mortgagees. Such provisions in these Bylaws
are to be construed as covenants for the protection of such Mortgagees on which they may rely in
making loans secured by Mortgages. Accordingly, no amendment or modification of these
Bylaws impairing or affecting such rights, priorities, remedies or interests of a Mortgagee shall
be adopted without the prior written consent of such Mortgagee.
[REMAINDER OF PAGE LEFT BLANK — SIGNATURE PAGE FOLLOWS]
2M/02 oo11aos1 oocx,s y
15
IN WITNESS WHEREOF, the Declarant has caused these Bylaws to be executed on
behalf of this __ day of 2019.
City of Roanoke
By: _
Print:
Title:
COMMONWEALTH OF
CITY /COUNTY OF
to -wit:
The foregoing instrument was acknowledged before me this
2019 by —
Roanoke, on behalf of the City of Roanoke, as Declarant,
My commission expires:
My Registration No.:
Approved as to form:
Daniel J. Callaghan, City Attorney
(2128/02.100114081 D0CV5 {
16
day of
of the City of
NOTARY PUBLIC
EXHIBIT A TO BYLAWS
*MAINTENANCE RESPONSIBILITIES CHART
ITEM
PARTY RESPONSIBLE
PARTY RESPONSIBLE
FOR PERFORMANCE
FOR COST OF
PERFORMANCE
General Maintenance - Y
Association —
Association as a General
Exterior
Common Expense
i General Maintenance -
Association
Association as a General
Interior
Common Expense
Exterior window washing
Association
Association as a General
Common Expense
Maintenance, repair and
replacement of entrance and
Association
Association as a General
Common Expense
internal doors
Heating and cooling systems
Association
Association as a General
or components regardless of
Common Expense
I
whether located in or outside
of a Unit or exclusively
serving a sin le Unit
Signs serving the Units
Association
Association as a General
Common Expense
Plumbing and related systems
Association
Association as a General
and components regardless of
whether located in or outside
Common Expense
of a Unit or exclusively
serving a single Unit
I
Electrical and related systems
and components thereof not
Association
Association as a General
Common Expense
exclusively serving any Unit
Security Systems
;Association Association
as a General
Common Expense
Security Access Controls
Association
Association as a General
Common Expense
Fire Alarms, Monitoring &
j Controls
Association
_
Association as a General
Common Expense
12128i02i00114081.DOCX15 }
17
City of Roanoke Owned EOC
Unit A Owner
Unit A Owner as an
Equipment in the Training
individual expense
Room
Cleaning 1
Association
Association as a General
Common Expense
Trash Removal & Recycling
Association
Association as a General
j
Common Expense
Roof and any other General
Association
Association as a General
Common Elements, including
Common Expense
inspections
Radio Tower
Unit A Owner
Unit A Owner as an
I
individual expense
Stormwater management
_
Association
- Association as a General
matters
Common Expense
Snow removal and repaving or
!, A iation
Association as a General
replacement of parkin areas eas
_ _
Common Expense
General 1
Audio Visual Systems located
Association
Association as a
j in the Common Areas
Common Expense
Audio Visual Systems located
in Unit_
Unit Owner where the system
located
Unit Owner as an individual
+ expense
a
i
G erne a or Maintenance, UPS,
Association
;Association as a General
Transfer Switch, & Fuel
Common Expense
_
Fencing
Association
Association as a General
Common Expense
I Vending Services provided to
Association
Association as a General
all Unit Owners
Common Expense
Landscaping
i Association
Association as a General
Common Expense
Pest Control
*CHART MAY NOT INCLUDE ALL MAINTENANCE ITEMS
(2128/02,'00114081 DOCX15 }
18
The Roanoke Times Account Number
Roanoke, Virginia 6017304
Affidavit of Publication
Date
SHERMAN M STOVALL, ASSISTANT CITY MGR September 09, 2019
456 NOEL C. TAYLOR MUNICIPAL BLDG
215 CHURCH AVENUE SW
ROANOKE, VA 24011
Date Category
Description Ad Size Total Cost
09/18/2019 Legal Notices NOTICE OF PUBLIC HEARING Pursuant to Ordinance No. 4' 1 x 129 L
658.24
Publisher of the
Roanoke Times
I, (the undersigned) an authorized representative of the
Roanoke Times, a daily newspaper published in Roanoke, in the
State of Virginia, do certify that the annexed notice NOTICE OF
PUBLIC HEARING was published in said newspapers on the
following dates:
09/09/2019
The First insertion being given ... 09/09/2019
Newspaper reference: 0000993293
Billing/ I4epresentative
Sworn Ito and subscribed before me this Monday, September 9, 2019
Notary Public
Ki"ariy B. Harris
State of Virginia NOTARY PUBLIC
Commonwealth of Virginia
City/County of Roanoke Notary, Reg;straiioo Nurriber 356753
My Commission expires Comrnicsion L-xPires January 31, 2021
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
NOTICE OF PUBLIC HEARING
Pursuant to Ordinance No. 41105-
041618, adopted by Roanoke City
Council on April 16, 2018, the City of
Roanoke (City) and Virginia Utility
Protection Service, Inc. (VA811)
entered into a First Amended and
Restated Agreement (Agreement)
dated April 17, 2018, for the
design /build of a proposed joint
communications center (Facility) to be
located on real property owned by the
City, situated at 1830 Blue Hills Circle,
N.E., Roanoke, Virginia 24012, bearing
Official Tax Map No. 7280104,
containing approximately 7.4802 acres,
more or less (Property), for (i) an 811
Center to be owned and operated by
VA811; and 00 an E -911 Center to be
owned and operated by the City
(collectively referred to as the Joint
Project). The Agreement required the
Facility to be established by the City,
as the declarant, as a two unit
condominium, with the City retaining
one condominium unit together with an
undivided interest in the common
elements and the exclusive interest in
the limited common elements, to be
owned and operated by the City for the
City's E -911 Center, and the other
condominium unit to be conveyed by
the City to VA811 to be owned and
operated by VA811 as an 811 Center
together with an undivided interest in
the common elements. The Agreement
provided that the documents
establishing and creating the
condominium, including a Declaration
for E911/Va811 Communications
Center Condominium, Bylaws of
E911 /Va811 Communications Center
Condominium Owner's Association,
and the Articles of Incorporation for
the Condominium Association (the
Condominium Documents) be finalized
and completed by July 31, 20111 Due to
unforeseen delays, the Condominium
Documents were not completed by that
time, although the Condominium
Documents have now been completed.
The City proposes to take the following
actions in accordance with the terms of
the Agreement: (i) as the owner of the
Property and the declarant, authorize
the establishment and creation of a
two unit condominium on the Property
for purposes of the Joint Project,
together with common elements, and
limited common elements, as further
set forth in the Agreement and the
Condominium Documents; (ii) convey
condominium Unit B containing 10,733
sq. ft., more or less, to VA811 for use as
an 811 Center, together with an
undivided interest in the common
elements, as further set forth in the
Agreement and the Condominium
Documents; (iii) retain its interest in
condominium Unit A containing 9,151
sq. ft., more or less, for use by the City
as an E -911 Center, together with an
undivided interest in the common
elements, and the exclusive interest in
the limited common elements, as
further set forth in the Agreement and
the Condominium Documents; and (iv)
ratify and reaffirm the performance of
the Agreement as described herein.
Pursuant to the requirements of
Sections 15.2.1800(B) and 15.2 -1813,
Code of Virginia (1950), as amended,
notice is hereby given that the City
Council of the City of Roanoke will hold
a public hearing on the above matter at
its regular meeting to be held on
Monday, September 16, 2019,
commencing at 7:00 p.m., or as soon as
the matter may be heard, in the Council
Chamber, 4th Floor, Room 450, Noel C.
Taylor Municipal Building, 215 Church
Avenue, S.W., Roanoke, Virginia 24011.
Copies of the Agreement, the
Condominium Documents, and the
proposed ordinance, will be available
at the City Clerk's Office, Room 456,
Noel C. Taylor Municipal Building, 215
Church Avenue, S.W., Roanoke, Virginia
24011, on and after Monday, September
9, 2019. For further information on the
matter, you may contact the City
Clerk's Office at (540) 853.2541.
All parties and interested entities may
appear on the above date and time to
be heard on the above matter.
If you are a person with a disability
who needs accommodations for this
hearing, please contact the City Clerk's
Office at (540) 853 -2541, before 12:00
Noon on Thursday, September 12, 2019.
GIVEN under my hand this 9th day of
September, 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
(993293)
V�)
NOTICE OF PUBLIC HEARING
Pursuant to Ordinance No. 41105- 041618, adopted by Roanoke City Council on April 16,
2018, the City of Roanoke (City) and Virginia Utility Protection Service, Inc. (VA811) entered
into a First Amended and Restated Agreement (Agreement) dated April 17, 2018, for the
design/build of a proposed joint communications center (Facility) to be located on real property
owned by the City, situated at 1830 Blue Hills Circle, N.E., Roanoke, Virginia 24012, bearing
Official Tax Map No. 7280104, containing approximately 7.4802 acres, more or less (Property),
for (i) an 811 Center to be owned and operated by VA811; and (ii) an E -911 Center to be owned
and operated by the City (collectively referred to as the Joint Project). The Agreement required
the Facility to be established by the City, as the declarant, as a two unit condominium, with the
City retaining one condominium unit together with an undivided interest in the common
elements and the exclusive interest in the limited common elements, to be owned and operated
by the City for the City's E -911 Center, and the other condominium unit to be conveyed by the
City to VA811 to be owned and operated by VA811 as an 811 Center together with an undivided
interest in the common elements. The Agreement provided that the documents establishing and
creating the condominium, including a Declaration for E91 I Na811 Communications Center
Condominium, Bylaws of E911 /Va8ll Communications Center Condominium Owner's
Association, and the Articles of Incorporation for the Condominium Association (the
Condominium Documents) be finalized and completed by July 31, 2018. Due to unforeseen
delays, the Condominium Documents were not completed by that time, although the
Condominium Documents have now been completed.
The City proposes to take the following actions in accordance with the terms of the
Agreement: (i) as the owner of the Property and the declarant, authorize the establishment and
creation of a two unit condominium on the Property for purposes of the Joint Project, together
with common elements, and limited common elements, as further set forth in the Agreement and
the Condominium Documents; (ii) convey condominium Unit B containing 10,733 sq. ft., more
or less, to VA811 for use as an 811 Center, together with an undivided interest in the common
elements, as further set forth in the Agreement and the Condominium Documents; (iii) retain its
interest in condominium Unit A containing 9,151 sq. ft., more or less, for use by the City as an
E -911 Center, together with an undivided interest in the common elements, and the exclusive
interest in the limited common elements, as further set forth in the Agreement and the
Condominium Documents; and (iv) ratify and reaffirm the performance of the Agreement as
described herein.
Pursuant to the requirements of Sections 15.2- 1800(B) and 15.2 -1813, Code of Virginia
(1950), as amended, notice is hereby given that the City Council of the City of Roanoke will
hold a public hearing on the above matter at its regular meeting to be held on Monday,
September 16, 2019, commencing at 7:00 p.m., or as soon as the matter may be heard, in the
Council Chamber, 4th Floor, Room 450, Noel C. Taylor Municipal Building, 215 Church
Avenue, S.W., Roanoke, Virginia 24011. Copies of the Agreement, the Condominium
L:/ General /CaseShareBluehillsJointComm /Notice of Public Hearing - -911 Center- 9- 16- 19.doc
Documents, and the proposed ordinance, will be available at the City Clerk's Office, Room 456,
Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia 24011, on
and after Monday, September 9, 2019. For further information on the matter, you may contact
the City Clerk's Office at (540)853 -2541.
All parties and interested entities may appear on the above date and time to be heard on
the above matter.
If you are a person with a disability who needs accommodations for this hearing, please
contact the City Clerk's Office at (540) 853 -2541, before 12:00 Noon on Thursday, September
12, 2019.
GIVEN under my hand this 9th day of September, 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
Note to Publisher:
Please publish in full once in the Legal Section of The Roanoke Times, on Monday, September 9,
2019.
Please send affidavit of publication to:
Stephanie M. Moon Reynolds, City Clerk
4th Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 456
Roanoke, Virginia, 24011
Please send bill to:
Sherman Stovall, Assistant City Manager for Operations
3rd Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011
Phone: (540) 853 -2333
L:/ General/ CaseShare /BluehillsJointComm/Notice of Public Hearing - -911 Center- 9- 16- 19.doc
9L
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41567 - 091619.
AN ORDINANCE authorizing the City Manager to execute the First Reinstated Agreement
for the Exchange of Real Estate between the City of Roanoke, Virginia ( "City ") and Greater
Roanoke Transit Company ( "GRTC ") (the "Reinstated Agreement ") to provide for (i) the sale and
transfer of the GRTC Relocation Parcels, as described below, to GRTC from the City, and (ii) the
acquisition of Campbell Court, as described below, by the City from GRTC; and dispensing with
the second reading of this ordinance by title.
WHEREAS, pursuant to the authority set forth in the Charter of the City of Roanoke and
applicable provisions of the Code of Virginia, the City created GRTC and established GRTC to
provide bus transportation services for the public;
WHEREAS, GRTC owns the transportation center, known as Campbell Court and more
particularly described below and in the City Council Agenda report dated September 16, 2019,
and GRTC desires to construct a new transportation center within the City;
WHEREAS, pursuant to Ordinance No. 41345- 010719, adopted by City Council on
January 7, 2019, the City Manager was authorized to execute an Agreement for the Purchase and
Sale of Real Estate (the "GRTC Relocation Parcels Agreement ") with Brandon, Woody and
Booker, LLC ( "LLC Seller ") and The Brandon Company, Incorporated ( "Company Seller ") under
which agreement the City will acquire the four parcels of real estate (collectively referred to as the
"GRTC Relocation Parcels ") and described as: to (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, owned by 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, owned by Company Seller, for the purpose of providing
a site at which GRTC may construct a new transportation facility;
WHEREAS, the City and GRTC entered into an Agreement for the Exchange of Real
Estate dated January 23, 2019 ( "Original Agreement "), pursuant to Ordinance No. 41371- 012219,
adopted by City Council on January 22, 2019, which provided for the sale, exchange, and 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 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. 1011105, 1011106, 1011107, 1011108,
1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120, 1011122, and 1011129
( "Campbell Court"), from GRTC to the City;
WHEREAS, the Original Agreement inadvertently expired by August 30, 2019, before the
City and GRTC could complete their obligations under the Original Agreement or extend the term
of the Original Agreement, and, notwithstanding the expiration of the Original Agreement, the
City and GRTC continued to perform their obligations under the terms of the Original Agreement
as if it were in full force and effect;
WHEREAS, the City and GRTC propose to enter into the proposed Reinstated Agreement
under which the City, after it acquires the GRTC Relocation Parcels from LLC Seller and
Company Seller, under the GRTC Relocation Parcels Agreement, would transfer, subject to the
terms and conditions of the Reinstated Agreement, the GRTC Relocation Parcels to GRTC in
exchange for the transfer of Campbell Court by GRTC to the City;
WHEREAS, the proposed Reinstated Agreement establishes new dates under which the
City and GRTC can complete their due diligence and inspections and satisfy other conditions in
the proposed Reinstated Agreement;
2
WHEREAS, the other terms and conditions contained in the Original Agreement are
reinstated in the proposed Reinstated Agreement, and subject to approval of City Council, the City
intends to sell, transfer, and exchange its rights in Campbell Court with Hist:Re Partners, LLC
( "Developer ") in accordance with a proposed First Reinstated Agreement for Exchange of Real
Property between the City and Developer under which the City would acquire property on which
the City may operate a passenger rail station for use by the public ( "Future Rail Station Parcels ");
WHEREAS, the obligations and rights of the City and GRTC under the proposed
Reinstated Agreement are subject to approval of the United States Department of Transportation,
Federal Transit Administration ( "FTA "), the City's acquisition of the GRTC Relocation Parcels,
and other conditions set forth in the proposed Reinstated Agreement; and
WHEREAS, a public hearing was held on September 16, 2019, pursuant to Sections 15.2-
1800.13 and 15.2 -1813, Code of Virginia (1950), as amended, at which hearing all parties in interest
and citizens were afforded an opportunity to be heard on the proposed Reinstated Agreement
between the City and GRTC.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke, as follows:
1. The City Manager is hereby authorized to execute, in a form approved by the City
Attorney, the Reinstated Agreement with the Greater Roanoke Transit Company, for the sale,
transfer, and exchange of Campbell Court by GRTC to the City, and the sale, transfer, and
exchange of the GRTC Relocation Parcels by the City to GRTC, as further set out in the City
Manager's Council Agenda Report dated September 16, 2019. The Reinstated Agreement is to be
substantially similar to the proposed Reinstated Agreement attached to such Agenda Report, and
in a form approved by the City Attorney.
2. The City Manager is further authorized to execute such further documents,
including a Special Warranty Deed of Conveyance for the sale and transfer of the GRTC
Relocation Parcels to GRTC in accordance with the terms of the proposed Reinstated Agreement,
3
and take such further actions as may be necessary to implement, administer, and enforce the
Reinstated Agreement, and complete the sale and transfer of the GRTC Relocation Parcels to
GRTC.
3. The City Manager is further authorized to execute such further documents,
including acceptance of a Special Warranty Deed of Conveyance from GRTC transferring
Campbell Court to the City in accordance with the terms of the proposed Reinstated Agreement,
and take such further actions as may be necessary to implement, administer, and enforce the
proposed Reinstated Agreement, and complete the acquisition of Campbell Court by the City. The
City Manager is authorized to expend such sums as provided in the proposed Reinstated
Agreement for the acquisition of Campbell Court, including costs for title searches, environmental
testing, appraisal costs, closing costs and such other expenses, from available funds in the account
for this project without further action of City Council.
4. The City Manager is further authorized on behalf of the City to negotiate and
execute such further documents and take such actions as may be necessary to implement,
administer, and enforce the proposed Reinstated Agreement between the City and GRTC, with any
such documents being approved as to form by the City Attorney.
5. Pursuant to provisions of Section 12 of the City Charter, the second reading of this
ordinance by title is hereby dispensed with.
ATTEST:
wuu� �h
City Clerk.
4
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Public Hearing to Authorize First Reinstated Agreement for the
Exchange of Real Estate between the City of Roanoke, Virginia
and Greater Roanoke Transit Company
Background:
The City and Greater Roanoke Transit Company (GRTC) entered into an Agreement
for the Exchange of Real Estate dated January 23, 2019, as amended (Original
Agreement) following authorization by City Council through the adoption of
Ordinance No. 41371-012219. The Original Agreement authorized the sale and
conveyance of four parcels of real property, collectively referred to as the GRTC
Relocation Parcels, and described as (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, currently 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, currently owned by The Brandon
Company, Incorporated; from the City to GRTC, in accordance with the Original
Agreement, in exchange for the transfer of certain real property located in the
City of Roanoke, Virginia, at 29 Campbell Avenue S.W., and 30 Salem Avenue S.W.,
commonly known as Campbell Court and owned by GRTC, from GRTC to the City.
An express condition precedent to the Original Agreement was the acquisition of
the GRTC Relocation Parcels by the City, pursuant to the terms of the Agreement
for the Purchase and Sale of Real Estate between the City, Brandon, Woody and
Booker, LLC, and The Brandon Company, Incorporated, dated January 23, 2019
(GRTC Relocation Parcels Agreement). In addition, the transaction contemplated
under the Original Agreement under which GRTC would transfer Campbell Court
to the City was subject to the approval of the United States Department of
Transportation, Federal Transit Administration (FTA) by August 30, 2019.
Considerations:
The Original Agreement inadvertently expired by August 30, 2019, before the City
and GRTC could complete their obligations under the Original Agreement or
extend the term of the Original Agreement. Notwithstanding the expiration of the
Original Agreement, the City and GRTC have continued to perform their
obligations under the terms of the Original Agreement as if it were in full force
and effect. The City and GRTC propose to enter into the First Reinstated
Agreement for the Exchange of Real Estate (Reinstated Agreement) under which
the City, after it acquires the GRTC Relocation Parcels from Brandon, Woody and
Booker, LLC and The Brandon Company, Incorporated, under the GRTC Relocation
Parcels Agreement, subject to the terms and conditions of the Reinstated
Agreement, would transfer the GRTC Relocation Parcels to GRTC in exchange for
the transfer of Campbell Court by GRTC to the City, subject to the terms and
conditions of the Reinstated Agreement. The proposed Reinstated Agreement
establishes new dates for completion of due diligence and satisfaction of other
contingencies. The other terms and conditions contained in the Original
Agreement are reinstated in the Reinstated Agreement.
Recommended Action:
Following a public hearing and after consideration of comments made at the
public hearing, authorize the City Manager to execute the proposed Reinstated
Agreement with GRTC, substantially similar in form to the proposed agreement
attached to this report, which proposed agreement includes the transfer of
Campbell Court from GRTC to the City and the transfer of the GRTC Relocation
Parcels from the City to GRTC. Such Reinstated Agreement shall be in a form
approved by the City Attorney.
Authorize the City Manager to execute the necessary documents, including a
Special Warranty Deed of Conveyance for the sale and transfer of the GRTC
Relocation Parcels to GRTC in accordance with the terms of the proposed
Reinstated Agreement, and take such further actions as may be necessary to
implement, administer, and enforce the proposed Reinstated Agreement, and
complete the sale and transfer of the GRTC Relocation Parcels to GRTC.
Authorize the City Manager to execute the necessary documents, including
acceptance of a Special Warranty Deed of Conveyance from GRTC transferring
Campbell Court to the City in accordance with the terms of the proposed
Reinstated Agreement, and take such further actions as may be necessary to
implement, administer, and enforce the proposed Reinstated Agreement, and
complete the acquisition of Campbell Court by the City.
Authorize the City Manager to expend such sums as provided in the proposed
Reinstated Agreement for the acquisition of Campbell Court, including costs for
title searches, environmental testing, appraisal costs, closing costs, and such
other expenses, from available funds in the account for this project without
further action of City Council.
51 r
Robert S. Cowell, Jr.
City Manager
Attachment
N
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, Director, Economic Development
Kevin Price, General Manager, GRTC
3
FIRST REINSTATED AGREEMENT FOR THE
EXCHANGE OF REAL ESTATE
BETWEEN THE CITY OF ROANOKE, VIRGINIA AND
GREATER ROANOKE TRANSIT COMPANY
THIS FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE
BETWEEN THE CITY OF ROANOKE, VIRGINIA AND GREATER ROANOKE TRANSIT
COMPANY ( "Agreement ") is made this 17th day of September, 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. The City and GRTC entered into an Agreement for the Exchange of Real Estate
dated January 23, 2019, and as amended by one amendment ( "Original Agreement') under which
Original Agreement (i) GRTC agreed to sell, and the City agreed to purchase Campbell Court, all
as in accordance with the terms and conditions of the Original Agreement; and (ii) the City agreed
to sell, and GRTC agreed to purchase the GRTC Relocation Parcels, all as in accordance with the
terms and conditions of the Original Agreement.
B. The City and GRTC have been proceeding with their respective due diligence and
inspections, and seeking to obtain the FTA Approvals.
C. The City and GRTC agreed, pursuant to Amendment No. 1, to extend the City and
GRTC Inspection Period to August 30, 2019, due to additional due diligence review required by
both Parties.
D. Pursuant to the terms of the Original Agreement, the Original Agreement
inadvertently terminated on August 30, 2019.
E. After August 30, 2019, the Parties continued to perform their obligations in a way
which is consistent with the terms of the Original Agreement.
F. Due to the unintentional and inadvertent, technical termination of the Original
Agreement, the Parties agree that the Original Agreement is deemed to have continued
uninterrupted from August 30, 2019 up and until the Effective Date of this Agreement.
G. The Parties agree that they intend to take on the same obligations as to the events
that occurred from August 30, 2019 up and until the Effective Date of this Agreement that they
would have had if the Original Agreement had still been in effect.
H. Due to additional due diligence review required by both Parties and additional time
required to seek and obtain the FTA Approvals, the Parties desire to extend the City Inspection
Period and the GRTC Inspection Period.
1. The City and GRTC desire to reinstate, reaffirm, and replace the Original
Agreement with the terms and conditions of this Agreement.
J. 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").
K. 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.
L. GRTC is interested and desires in relocating its central bus transit facility from
Campbell Court.
M. 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 September
17, 2019, ( "City and Developer Exchange Agreement "), or other development opportunities if the
transactions contemplated by the City and Developer Exchange Agreement are not consummated.
N. 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.
O. 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.
P. 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,
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.
Q. 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.
2
R. 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
hereby agree to reinstate, reaffirm, and replace the Original Agreement, with the terms and
conditions of this Agreement, 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 First Reinstated 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.
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
3
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 September 17, 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 beginning after the expiration of the
City's Inspection Period and until March 31, 2020.
1.12 City's Inspection Period shall mean the period after the Effective Date and until
December 31, 2019.
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 Closin 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.
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.
H
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 23, 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 September 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 beginning after the expiration of
GRTC's Inspection Period and until March 31, 2020.
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 (1) the Temporary Transit Facility, or (ii)
the Permanent Transit Facility; as provided in Sections 4.2 and 4.3 of this
Agreement.
1.31 GRTC's Inspection Period shall mean the period after the Effective Date and until
December 31, 2019.
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.
5
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 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.
10
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 Il 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 is unable to
acquire the GRTC Relocation Parcels by the GRTC Relocations Parcels Closing
Date, the City or GRTC can elect to terminate this Agreement by giving notice to
the other Party in writing. 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).
4.2 In the event that (1) 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
7
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 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 1I 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 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 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 the City's and /or City Contractors'
acts or omissions. The minimum limits of liability for this
9
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 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 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 5.1 and shall be written on an occurrence basis.
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
10
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 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
11
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 II 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
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
12
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 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 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
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
13
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 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
the City or GRTC may elect to terminate this Agreement by giving notice to the other Party
in writing. In such case, this Agreement shall thereupon be terminated and of no further
14
force and effect, unless the Parties mutually agree to modify this Agreement to address any
such issue(s).
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
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.
15
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.
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.
16
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 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.
17
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 (1) 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
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:
18
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.
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.
19
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 Subject.
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.
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
(3 0) Days to one hundred twenty (120) Days after satisfaction of all conditions set forth in
Article X and X1 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.
20
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.
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
21
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.
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 (1) 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
22
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.
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
23
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.
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
24
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
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.
25
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
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.
f►.L.'.
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.
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.
27
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):
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.
28
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.
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
29
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 GRTC
will state that GRTC is an equal opportunity employer.
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.
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
31
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.
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
32
The foregoing Agreement was acknowledged before me this day of September, 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:
Assistant City Attorney
Authorized by Ordinance No.
WITNESS:
Notary Public
SEAL
Approved as to execution:
Assistant City Attorney
GREATER ROANOKE TRANSIT COMPANY
By:
Print name and title
WITNESS:
By:
Print name and title
STATE OF
CITY /COUNTY of
William D. Bestpitch, President
Kevin Price, General Manager
The foregoing Agreement was acknowledged before me this day of September, 2019, by
William D. Bestpitch, the duly authorized President of Greater Roanoke Transit Company, a
Virginia corporation, on behalf of Greater Roanoke Transit Company.
33
My Commission expires:
Notary Public
STATE OF
CITY /COUNTY of
SEAL
The foregoing Agreement was acknowledged before me this day of September, 2019, 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:
GRTC Counsel
Notary Public
Approved as to execution:
GRTC Counsel
SEAL
34
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.
35
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. 10 10 113 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.
EXHIBIT C
36
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.
37
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
the ground floor at 31 -B
year renewals: 3/1/2019 to 02/29/2020,
Campbell Avenue S.W.
3/1/2020 to 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.
SHERMAN M STOVALL, ASSISTANT CITY MGR
456 NOEL C. TAYLOR MUNICIPAL BLDG
215 CHURCH AVENUE SW
ROANOKE, VA 24011
The Roanoke Times Account Number
Roanoke, Virginia 6017304
Affidavit of Publication
Date
September 09, 2019
Date Category Description Ad Size Total Cost
09/18/2019 Legal Notices NOTICE OF PUBLIC HEARING Pursuant to the requirement 1 x 121 L 621.76
Publisher of the
Roanoke Times
I, (the undersigned) an authorized representative of the
Roanoke Times, a daily newspaper published in Roanoke, in the
State of Virginia, do certify that the annexed notice NOTICE OF
PUBLIC HEARING was published in said newspapers on the
following dates:
09/09/2019
The First insertion being given ... 09/09/2019
Newspaper reference: 0000993296
n,
ll/
�-�a
Billing Re 4sentative
Sworn to and subscribed before me this Monday, September 9, 2019
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
Notary
Public Kiawerly a• warris
NOTARY PUBLIC
State of Virginia
Commonwealth of Virginia
Registratia Number 3162021
City/County
CI /COUn of Roanoke
Not�.ry
Conrmicsion EXPires ,ianuary
My Commission expires
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
NOTICE OF PUBLIC HEARING
Pursuant to the requirements of
Sections 15.2. 1800.6 and 15.2.1813,
Code of Virginia (1950), as amended,
notice is hereby given that the Council
of the City of Roanoke will hold a public
hearing on Monday, September 16,
2019, at 7:00 p.m., or as soon thereafter
as the matter may be heard, in the
Council Chamber, 4th Floor, Room 450,
Noel C. Taylor Municipal Building, 215
Church Avenue, S.W., Roanoke, Virginia
24011, to receive public comments on a
proposed First Reinstated Agreement
for the Exchange of Real Estate
between the City of Roanoke, Virginia
(City) and Greater Roanoke Transit
Company (GRTC) (Reinstated
Agreement) for the sale and exchange
of four parcels of real property,
collectively referred to as the GRTC
Relocation Parcels, and described as (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, currently 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, currently owned by
The Brandon Company, Incorporated;
from the City to GRTC, in accordance
with the Reinstated Agreement, which
proposed agreement includes the
transfer of certain real property
located in the City of Roanoke, Virginia,
at 29 Campbell Avenue S.W., and 30
Salem Avenue S.W., commonly known
as Campbell Court from GRTC to the
City. An express condition precedent
to the Reinstated Agreement is the
acquisition of the GRTC Relocation
Parcels by the City, pursuant to the
terms of the Agreement for the
Purchase and Sale of Real Estate
between the City, Brandon, Woody and
Booker, LLC, and The Brandon
Company, Incorporated dated January
23, 2019 (GRTC Relocation Parcels
Agreement).
The City and GRTC propose to enter
into the Reinstated Agreement under
which the City, after it acquires the
GRTC Relocation Parcels from Brandon,
Woody and Booker, LLC and The
Brandon Company, Incorporated,
pursuant to the GRTC Relocation
Parcels Agreement, would transfer the
GRTC Relocation Parcels to GRTC in
exchange for the transfer by GRTC to
the City of Campbell Court, the
transportation center currently owned
by GRTC. The City and GRTC entered
into an Agreement for the Exchange of
Real Estate dated January 23, 2019, as
amended (collectively, the "Original
Agreement ") regarding this transaction
following authorization by City Council
through the adoption of Ordinance No.
41371- 012219. The Original Agreement
inadvertently expired by August 30,
2019, before the City and GRTC could
complete their obligations under the
Original Agreement or extend the term
of the Original Agreement.
Notwithstanding the expiration of the
Original Agreement, the City and GRTC
have continued to perform their
obligations under the terms of the
Original Agreement as if it were in full
force and effect.
A copy of the proposed Reinstated
Agreement and the draft ordinance will
be available at the City Clerk's Office,
Room 456, Noel C. Taylor Municipal
Building, 215 Church Avenue, S.W.,
Roanoke, Virginia 24011, on and after
Monday, September 9, 2019. For
further information on the matter, you
may contact the City Clerk's Office at
(540) 853.2541.
All parties and interested entities may
appear on the above date and time to
be heard on the above matter.
If you are a person with a disability
who needs accommodations for this
hearing, please contact the City Clerk's
Office at (540) 853 -2541 before 12:00
Noon on Thursday, September 12, 2019.
Given under my hand this 9th day of
September 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
(993296)
NOTICE OF PUBLIC HEARING
Pursuant to the requirements of Sections 15.2 - 1800.13 and 15.2 -1813, Code of Virginia
(1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a
public hearing on Monday, September 16, 2019, at 7:00 p.m., or as soon thereafter as the matter
may be heard, in the Council Chamber, 4th Floor, Room 450, Noel C. Taylor Municipal Building,
215 Church Avenue, S.W., Roanoke, Virginia 24011, to receive public comments on a proposed
First Reinstated Agreement for the Exchange of Real Estate (Reinstated Agreement) between the
City of Roanoke, Virginia (City) and Greater Roanoke Transit Company (GRTC) for the sale and
exchange of four parcels of real property, collectively referred to as the GRTC Relocation Parcels,
and described as (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, currently 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, currently owned by The Brandon Company,
Incorporated; from the City to GRTC, in accordance with the Reinstated Agreement, which
proposed agreement includes the transfer of certain real property located in the City of Roanoke,
Virginia, at 29 Campbell Avenue S.W., and 30 Salem Avenue S.W., commonly known as
Campbell Court from GRTC to the City. An express condition precedent to the Reinstated
Agreement is the acquisition of the GRTC Relocation Parcels by the City, pursuant to the terms of
the Agreement for the Purchase and Sale of Real Estate between the City, Brandon, Woody and
Booker, LLC, and The Brandon Company, Incorporated dated January 23, 2019 (GRTC
Relocation Parcels Agreement).
The City and GRTC propose to enter into the Reinstated Agreement under which the City,
after it acquires the GRTC Relocation Parcels from Brandon, Woody and Booker, LLC and The
Brandon Company, Incorporated, pursuant to the GRTC Relocation Parcels Agreement, would
transfer the GRTC Relocation Parcels to GRTC in exchange for the transfer by GRTC to the City
of Campbell Court, the transportation center currently owned by GRTC. The City and GRTC
entered into an Agreement for the Exchange of Real Estate dated January 23, 2019, as amended
(collectively, the "Original Agreement ") regarding this transaction following authorization by City
Council through the adoption of Ordinance No. 41371- 012219. The Original Agreement
inadvertently expired by August 30, 2019, before the City and GRTC could complete their
obligations under the Original Agreement or extend the term of the Original Agreement.
Notwithstanding the expiration of the Original Agreement, the City and GRTC have continued to
perform their obligations under the terms of the Original Agreement as if it were in full force and
effect.
A copy of the proposed Reinstated Agreement and the draft ordinance will be available at
the City Clerk's Office, Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue,
S.W., Roanoke, Virginia 24011, on and after Monday, September 9, 2019. For further information
on the matter, you may contact the City Clerk's Office at (540)853 -2541.
All parties and interested entities may appear on the above date and time to be heard on the
above matter.
L: General /CaseShare /Multimodal/ September 2019 Information/Notice of PH GRTC Brandon 9 19
If you are a person with a disability who needs accommodations for this hearing, please
contact the City Clerk's Office at (540) 853 -2541 before 12:00 Noon on Thursday, September 12,
2019.
Given under my hand this 9th day of September 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
Note to Publisher:
Please publish once in The Roanoke Times, legal notices, on Monday, September 9, 2019.
Please send bill to:
Sherman Stovall, Assistant City Manager
for Operations
215 Church Avenue, S.W., Room 364
Roanoke, Virginia, 24011
Please send affidavit of publication to:
Stephanie M. Moon Reynolds, City Clerk
4th Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 456
Roanoke, Virginia, 24011
L: General /CaseShare /Multimodal/ September 2019 Information /Notice of PH GRTC Brandon 9 19
�f
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41568 - 091619.
AN ORDINANCE authorizing the City Manager to execute a First Reinstated Agreement
for the Exchange of Real Estate (the "Reinstated Agreement ") between the City of Roanoke,
Virginia (the "City ") and Hist:Re Partners, LLC ( "Developer ") to provide for (i) the sale and
transfer of Campbell Court, as described below, from the City to Developer; and (ii) the acquisition
of the Future Rail Station Parcels, as described below, by the City from Developer; and dispensing
with the second reading of this ordinance by title.
WHEREAS, pursuant to the authority set forth in the Charter of the City of Roanoke and
applicable provisions of the Code of Virginia, the City created Greater Roanoke Transit Company
( "GRTC ") and established GRTC to provide bus transportation services for the public;
WHEREAS, GRTC owns the transportation center known as Campbell Court, which
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. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117,
1011118, 1011119, 1011120, 1011122, and 1011129 ( "Campbell Court") which it uses as its
transportation center, and GRTC desires to construct a new transportation center within the City;
WHEREAS, the City also desires to acquire property proximate to the current passenger
rail platform to provide the public with a rail station facility;
WHEREAS, the City 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 four (4)
1
parcels are referred to as 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, in accordance with a proposed First Reinstated Agreement
for the Exchange of Real Estate Between the City of Roanoke, Virginia, and Greater Roanoke
Transit Company (the "City and GRTC First Reinstated Exchange Agreement ");
WHEREAS, City Council adopted Ordinance No. 41345- 010719, on January 7, 2019, to
authorize the City to execute, deliver, and perform the GRTC Relocation Parcels Agreement, and
City Council is considering the adoption of an ordinance to authorize the execution, delivery, and
performance of the proposed City and GRTC First Reinstated Exchange Agreement by the City;
WHEREAS, Developer has options to acquire two parcels of property, currently used as
office space for an insurance company, situated at 1 Jefferson Street, S.W., and 7 Jefferson Street,
S.W., bearing Official Tax Map Nos. 1010507 and 1010508, respectively (collectively, the "Future
Rail Station Parcels "), and currently owned by T -W Properties, a Virginia partnership ( "T -W
Properties ");
WHEREAS, pursuant to Ordinance No. 41372 - 012219, adopted by City Council on
January 22, 2019, the City and Developer entered into an Agreement for the Exchange of Real
Estate dated January 23, 2019, as amended (the "Original Agreement ") that authorized the sale by
the City to Developer of Campbell Court, upon City's acquisition of Campbell Court from GRTC;
WHEREAS, under the Original Agreement and in consideration for the City's conveyance
of Campbell Court to Developer, Developer intended to acquire and exchange the Future Rail
Station Parcels, together with other consideration set forth in the Original Agreement, with the
2
City, on which Future Rail Station Parcels the City intends to construct and operate a facility for
use by passengers of train services;
WHEREAS, the Original Agreement inadvertently expired on July 22, 2019, before the
City and Developer could complete their obligations under the Original Agreement or amend the
terms of the Original Agreement, and, notwithstanding the expiration of the Original Agreement,
the City and Developer continued to perform their obligations under the terms of the Original
Agreement as if it were in full force and effect;
WHEREAS, the City and Developer propose to enter into the proposed Reinstated
Agreement under which the City, after it acquires Campbell Court from GRTC and after
satisfaction of all conditions in the proposed Reinstated Agreement, intends to convey Campbell
Court to the Developer in exchange for conveyance of the Future Rail Station Parcels by Developer
to the City and other considerations to be provided by Developer to the City;
WHEREAS, the proposed Reinstated Agreement establishes new dates under which the
City and Developer can complete their due diligence and inspections and satisfy other conditions
set forth in the proposed Reinstated Agreement;
WHEREAS, the other terms and conditions contained in the Original Agreement are
reinstated in the proposed Reinstated Agreement, and, subject to approval of City Council, the City
intends to sell, transfer, and exchange its rights in Campbell Court with Developer in accordance
with the proposed Reinstated Agreement;
WHEREAS, the obligations and rights of the City and Developer under the proposed
Reinstated Agreement are subject to the City's acquisition of Campbell Court from GRTC, and
Developer's acquisition of the Future Rail Station Parcels from T -W Properties, which remain
express conditions precedent to the parties' performance under the proposed Reinstated
Agreement, together with other conditions including approvals from the United States Department
3
of Transportation, Federal Transit Administration ( "FTA "), in connection with (i) the acquisition
of the GRTC Relocation Parcels by the City; and (ii) the transfer of the GRTC Relocation Parcels
by the City to GRTC in exchange for Campbell Court; and
WHEREAS, a public hearing was held on September 16, 2019, pursuant to Sections 15.2-
1800.13 and 15.2 -1813, Code of Virginia (1950), as amended, at which hearing all parties in interest
and citizens were afforded an opportunity to be heard on the proposed Reinstated Agreement
between the City and Developer.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke, as follows:
1. The City Manager is hereby authorized to execute, in a form approved by the City
Attorney, the Reinstated Agreement with Hist:Re Partners, LLC, for the exchange of Campbell
Court for the Future Rail Station Parcels, as further set out in the City Manager's Council Agenda
Report dated September 16, 2019. The Reinstated Agreement is to be substantially similar to the
proposed Reinstated Agreement attached to such Agenda Report, and in a form approved by the
City Attorney.
2. The City Manager is further authorized to execute such further documents,
including a Special Warranty Deed of Conveyance for the sale and transfer of Campbell Court to
Developer in accordance with the terms of the Reinstated Agreement, and take such further actions
as may be necessary to implement, administer, and enforce the proposed Reinstated Agreement,
and complete the sale and transfer of Campbell Court to Developer.
3. The City Manager is further authorized to execute such further documents,
including an acceptance of a General Warranty Deed of Conveyance with English Covenants, from
Developer transferring the Future Rail Station Parcels to the City in accordance with the terms of
the proposed Reinstated Agreement, and take such further actions as may be necessary to
implement, administer, and enforce the proposed Reinstated Agreement, and complete the
4
acquisition of the Future Rail Station Parcels by the City. The City Manager is authorized to
expend such sums as provided in the proposed Reinstated Agreement for the acquisition of the
Future Rail Station Parcels, including costs for title searches, environmental testing, appraisal
costs, closing costs and such other expenses, from available funds in the account for this project
without further action of City Council
4. The City Manager is further authorized on behalf of the City to negotiate and
execute such further documents and take such actions as may be necessary to implement,
administer, and enforce such proposed Reinstated Agreement, with any such documents being
approved as to form by the City Attorney.
5. Pursuant to provisions of Section 12 of the City Charter, the second reading of this
ordinance by title is hereby dispensed with.
TTEST:
• h &L
City Clerk. n'
5
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Public Hearing to Authorize First Reinstated Agreement for the
Exchange of Real Property between the City of Roanoke, Virginia
and Hist:Re Partners, LLC
Background:
The City of Roanoke, Virginia (City) and Hist:Re Partners, LLC (Developer)
entered into an Agreement for the Exchange of Real Estate dated January 23,
2019, as amended (Original Agreement) following authorization by City Council
through the adoption of Ordinance No. 41372-012219. The Original Agreement
authorized the sale by the City to Developer of 29 Campbell Avenue, S.W., and
30 Salem Avenue, S.W., bearing Official Tax Map Nos. 1011105, 1011106,
1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118,
1011 1 1 9, 101 1 1 20, 101 1 1 22, and 101 1 129, collectively and commonly known
as Campbell Court, currently owned by Greater Roanoke Transit Company
(GRTC) and used as GRTC's transportation center. The City intends to acquire
Campbell Court from GRTC pursuant to a separate agreement between the City
and GRTC.
In exchange for the conveyance of Campbell Court by the City, Developer
intends to convey two parcels of property situated at 1 Jefferson Street, S.W.,
and 7 Jefferson Street, S.W., bearing Official Tax Map Nos. 1010507 and
1010508, respectively (collectively, the "Future Rail Station Parcels "), currently
used as office space for an insurance company and owned by T -W Properties, a
Virginia partnership (T -W Properties), for which Developer has options to
acquire, together with other consideration to be provided by Developer.
Acquisition of Campbell Court by the City pursuant to its agreement with GRTC
dated as of January 23, 2019, and acquisition of the Future Rail Station Parcels
by Developer under Developer's option agreement with T -W Properties, were
express conditions precedent to the City and Developer's performances under
the Original Agreement. In addition, the Original Agreement was subject to (i)
the acquisition of the GRTC Relocation Parcels (as defined in the Original
Agreement) by the City; and (ii) approval of the sale of the GRTC Relocation
Parcels by the City to GRTC in exchange for GRTC's interest in Campbell Court,
by the United States Department of Transportation, Federal Transit
Administration (FTA) by July 22, 2019.
Considerations:
The Original Agreement inadvertently expired on July 22, 2019, before the City
and Developer could complete their obligations under the Original Agreement
or amend the terms of the Original Agreement. Notwithstanding the expiration
of the Original Agreement, the City and Developer have continued to perform
their obligations under the terms of the Original Agreement as if it were in full
force and effect. The City and Developer propose to enter into a proposed First
Reinstated Agreement for the Exchange of Real Estate (Reinstated Agreement)
under which the City, after it acquires Campbell Court from GRTC, and subject
to satisfaction of all conditions in the proposed Reinstated Agreement, would
transfer Campbell Court to Developer in exchange for the Future Rail Station
Parcels, upon Developer's acquisition of those parcels from T -W Properties.
Acquisition of Campbell Court by the City, and acquisition of the Future Rail
Station Parcels by the Developer, remain express conditions precedent to the
parties' performance under the Reinstated Agreement. The proposed
Reinstated Agreement establishes new dates for completion of due diligence
and inspections by the City and Developer, and dates by which other conditions
must be satisfied. The other terms and conditions imposed on the City and
Developer contained in the Original Agreement are reinstated in the proposed
Reinstated Agreement.
Recommended Action:
Following the public hearing and after consideration of comments made at the
public hearing, authorize the City Manager to execute the proposed Reinstated
Agreement with Hist:Re Partners, LLC, substantially similar in form to the
proposed agreement attached to this report that includes the City's transfer of
Campbell Court to the Developer and City's acquisition of the Future Rail Station
Parcels. The Reinstated Agreement shall be approved as to form by the City
Attorney.
Authorize the City Manager to execute such further documents, including a
Special Warranty Deed of Conveyance for the sale and transfer of Campbell Court
to Developer in accordance with the terms of the proposed Reinstated Agreement,
and take such further actions as may be necessary to implement, administer, and
enforce the Reinstated Agreement, and complete the sale and transfer of
Campbell Court to Developer.
Authorize the City Manager to execute such further documents, including
acceptance of a General Warranty Deed of Conveyance with English Covenants,
from Developer transferring the Future Rail Station Parcels to the City in
2
accordance with the terms of the Reinstated Agreement, and take such further
actions as may be necessary to implement, administer, and enforce the Reinstated
Agreement, and complete the acquisition of the Future Rail Station Parcels by the
City.
Authorize the City Manager to expend such sums as provided in the Reinstated
Agreement for the acquisition of the Future Rail Station Parcels, including costs
for title searches, environmental testing, appraisal costs, closing costs, and such
other expenses, from available funds in the account for this project without
further action of City Council.
Robert S. Cowell, Jr.
City Manager
Attachment
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, Director, Economic Development
Kevin Price, General Manager, GRTC
3
FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE
THIS FIRST REINSTATED AGREEMENT FOR THE EXCHANGE OF REAL ESTATE
( "Agreement ") is made this 17th day of September, 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. The City and Developer entered into an Agreement for the Exchange of Real Estate
dated January 23, 2019, and as amended by one amendment ( "Original Agreement ") under which
Original Agreement the City agreed to sell, and Developer agreed to purchase Campbell Court, which
consists of 13 parcels of real property, together with improvements thereon, situated at 29 Campbell
Avenue, S.W., and 30 Salem Avenue, SW, as shown on Official Tax Map Nos. 1011105, 1011106,
1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118, 1011119, 1011120, 1011122,
and 1011129, all as in accordance with the terms and conditions of the Original Agreement.
B. The City and Developer have been proceeding with their respective due diligence and
inspections, and seeking to obtain the FTA Approvals.
C. The City and Developer agreed, pursuant to Amendment No. 1, to extend the City and
Developer Inspection Period to August 30, 2019, due to additional due diligence review required by
both Parties.
D. Pursuant to the terms of the Original Agreement, the Original Agreement automatically
terminated on July 22, 2019, which termination the Parties agree was inadvertent.
E. After July 22, 2019, the Parties continued to perform their obligations in a way which
is consistent with the terms of the Original Agreement.
F. Due to the unintentional and inadvertent, technical termination of the Original
Agreement, the Parties continued to pursue closing of the transaction contemplated in the Original
Agreement as if the same were in place and agree that the Original Agreement is deemed to have
continued uninterrupted from July 22, 2019 up and until the Effective Date of this Agreement.
G. The Parties agree that they intend to take on the same obligations as to the events that
occurred from July 22, 2019 up and until the Effective Date of this Agreement that they would have
had if the Original Agreement had still been in effect.
H. Due to additional due diligence review required by both Parties and additional time
required to seek and obtain the FTA Approvals, the Parties desire to extend the City Inspection Period
and the Developer Inspection Period.
I. The City and Developer desire to reinstate, reaffirm, and replace the Original
Agreement with the terms and conditions of this Agreement.
J. 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
1
Final draft 9.6.2019
Roanoke, Virginia, known as Campbell Court, and being more particularly described in Exhibit A
attached hereto and made a part hereof ( "Campbell Court").
K. 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.
L. 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.
M. 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.
N. 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.
O. 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.
P. 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.
Q. The City and Developer 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 Developer hereby agree to reinstate,
reaffirm, and replace the Original Agreement, with the terms and conditions of this Agreement, as
follows:
7
Final draft 9.6.2019
ARTICLE I
DEFINITIONS
All capitalized terms, not otherwise defined in this Agreement, shall have the following
meanings:
1.1 Agreement shall mean this First Reinstated 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 September 17, 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;
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 after the City Inspection Period and until
March 31, 2020.
3
Final draft 9.6.2019
1.12 City's Inspection Period shall mean the period after the Effective Date and December
31, 2019.
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 Closin 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 beginning after expiration of the
Developer Inspection Period and until March 31, 2020.
1.20 Developer Inspection Period shall mean the period after the Effective Date and until
December 31, 2019.
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 FDA under which agreement EDA will provide Developer with
EDA Operating Performance Grants in the maximum aggregate amount of S 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
4
Final draft 9.6,2019
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 Pa ►ment 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 January 23, 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.
1.37 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 Party shall mean either the City or Developer.
5
Final draft 9.6.2019
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 Improvements
Performance Grant Agreement. Under no circumstances shall the aggregate amount
of the Public Infrastructure Improvements Performance Grants exceed the lesser of (1)
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, FDA, 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.
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.
6
Final draft 9.6.2019
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 (1) FTA fails to approve the relocation of GRTC operations
to the GRTC Relocation Parcels and the sale of Campbell Court by the end of the City's
Inspection Period ; or (ii) the City is unable to acquire the GRTC Relocation Parcels
by the end of the City's Inspection Period, the City can elect to terminate this
Agreement by giving notice to the Developer in writing. 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).
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
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(1), (ii) or
(iii) last occurs. In the event that Developer fails to pay the GRTC Relocation Expenses
7
Final draft 9.6.2019
Payment in full, in accordance with this Section 3.2, the City can elect to terminate this
Agreement by giving notice to the Developer in writing. 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).
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 1V
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
(including all matters shown on the plat that depicts Campbell Court), within
five (5) Days after the end of the Developer Inspection Period.
8
Final draft 9.6.2019
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.
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
9
Final draft 9.6.2019
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.
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,
10
Final draft 9.6.2019
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.
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
11
Final draft 9.6.2019
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
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,
12
Final draft 9.6.2019
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.
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
13
Final draft 9.6.2019
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.
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
14
Final draft 9.6.2019
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 (1) 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
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
15
Final draft 9.6.2019
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 (1) 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
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.
16
Final draft 9.6.2019
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 tenninate
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.
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;
17
Final draft 9.6.2019
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 (1) 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 (1) 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
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
Final draft 9.6.2019
18
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, which satisfaction shall be evidenced by
Developer's failure to terminate this Agreement as provided for in Section 4.1.1.
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
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:
19
Final draft 9.6.2019
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.
10.12 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, which satisfaction shall be
evidenced by the City's failure to terminate this Agreement as provided for in Section
4.2.1.
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 Subiect
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:
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
20
Final draft 9.6.2019
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, which satisfaction shall be evidenced by the City's failure to terminate this
Agreement as provided for in Section 4.2.1.
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.
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.
21
Final draft 9.6.2019
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 X1 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.
ARTICLE XIII
CLOSING DELIVERABLES AND MECHANICS
13.1 Citv'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:
22
Final draft 9.6.2019
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
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
23
Final draft 9.6.2019
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.
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.
24
Final draft 9.6.2019
13.4 Developer's Expenses.
Developer shall pay for (1) 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.
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
25
Final draft 9.6.2019
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
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
26
Final draft 9.6.2019
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
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.
27
Final draft 9.6.2019
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.
l 8.1.8 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 Litigation. 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,
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-
28
Final draft 9.6.2019
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: (1) 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. l0 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.
(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.
29
Final draft 9.6.2019
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,
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
30
Final draft 9.6.2019
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.
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.
31
Final draft 9.6.2019
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.
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,
32
Final draft 9.6.2019
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,
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
33
Final draft 9.6.2019
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
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 9.6.2019
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 September, 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:
Assistant City Attorney
Approved by Ordinance No.
35
Final draft 9.6.2019
Approved as to execution:
Assistant City Attorney
SEAL
WITNESS:
Print name and title
STATE OF
CITY /COUNTY of
HIST:RE PARTNERS, LLC
Effl,
Lucas Thornton, Manager / Member
The foregoing Agreement was acknowledged before me this _ day of September, 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.
NIv Commission expires:
Notary Public
36
Final draft 9.6.2019
SEAL
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 Campbell Ave. 5 E., Roanoke VA 24013
(p) '40.!343 -3640 (t) 540; 344 -4226
WWkv,lhistrepartners.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
r--
i_1 z i
4 r
i
�jx�k i'�1b'Y
u,
i
f:
.
_ 4
r--
i_1 z i
4 r
i
ci=
U
co
w
Cd
0
a�
b
3 �
c �
ca y
o �
v Q'
Q �
� Q
r _N
y �
V
J
J
• • V1
z
W
Z
^+ F-
CL
Q
CL
L l Y
Z
0
�jx�k i'�1b'Y
u,
i
f:
ci=
U
co
w
Cd
0
a�
b
3 �
c �
ca y
o �
v Q'
Q �
� Q
r _N
y �
V
J
J
• • V1
z
W
Z
^+ F-
CL
Q
CL
L l Y
Z
0
F--7
4W
4�
TT7
T-7
ql
r t
Cd
Cd
lx:l
0
cn
o
cl
U
w
uj
Z
0 VM.4
CL
CL
O
L
Z
LU
CL
U)
0
0
W
Lu
0
0
0
0
C-)
LLI
17)
LU U)
z
0
a.
0 0
U-
0.-
0 0
z x
21-1
Of
LLI
LU
LU
LJLJ
cn
I
z
0
Of
m
z
L.0
LLJ
IL
U)
Z
LLJ
ui
Of
< M
CL 0
U)
Lu cn
Z
0
CO w
0 0
0 0
Z Z
CL
-0-1
LLJ
ct:
:r_
IY
C)
C)
I
LL
O
LLI
U)
m
LLI
-j
<
0
<
LLI
w
0
U)
Lu cn
Z
0
CO w
0 0
0 0
Z Z
CL
-0-1
LLJ
ct:
:r_
IY
C)
C)
I
LL
O
LLI
U)
m
LLI
8
Q) cr
0 0 o 6
z 0
z
Lu
8
Lt-
m
S
z
L
LU
a_
z
C/)
cr-
0-
0
0
LU LJJ
0 C) —j _j UJ
LU Lu U)
8
Q) cr
0 0 o 6
z 0
z
Lu
8
Lt-
m
S
z
L
Q
U U
Lu
0 0
z 0 z
LU
O
O
LL-
C)
LL-
m
ZOz
LA.j X
-i
<
< w 0
0 Z
<
C)
LLI uj C) <
UJ
U)
Q
U U
Lu
0 0
z 0 z
LU
O
O
LL-
C)
LL-
m
ZOz
LA.j X
Z
llo�
Lij
C:)
C)
I
LL-
LL-
CZ3
O
LLI
�i
Z
cr- w
LLJ
0 0
z
F-
<
W
0
<
_3
0 w w
Z
0
0
=
0 a w 0
Z -
Z
llo�
Lij
C:)
C)
I
LL-
LL-
CZ3
O
LLI
W
X
0
0 0
Z2F
:2-"
0
Lij
cr_l
0
w
LU
F—
X
uj
Lj
LU oc
§ ( m § $
\ � \
0
0
Z Z -
:z
C)
!TE-
LLJ
I
LU
fit,
O
LLJ
LLI
� §LLJ
wq1 WdH315M 1vn1d30NO3 X
-LN9WdO12A3a3UjLmnoo -ria eduyvo
' j I' I 1 1 I�
133NIS NOSd3=j:j3r
1
L=L)j
co
- Iffi—S
F
NMI I
30alUg NVIU19903d 133NIS IS L o x
71
nP
S Jv 1V
i a 1- 3 � q - I'll W, is
! X AST al, I . . ,yy i I alP;
f - a. 1A I yy i Q 81"18 - 1 11 - %
- I z
ARA riPlo qp
Hy,
is
-
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 10101 15, respectively
Brandon Company, Inco orated.
The Brand p an y, rp
-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. 10 10 121
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. 10 10 122
39
Final draft 9.6.2019
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 9.6.2019
EXHIBIT E
Public Infrastructure Improvements
41
Final draft 9.62019
Hift:
PARTNERS LLC
Exhibit E
Project Title: Campbell Court - Public Infrastructure l m provement
Projected Schedule of Values
OaeMial Bids:
Estimate Oats: Wednesday, December 12, I018
project SF: 1.75 Acres of C" Improvements
Morrtlts: 4
Base Bid:
42
Final draft 9.6.2019
$ 45,000
Architectural
Design
$ 45,000
Civil
Engineering
5 30,000
Landscape
Architectural Design
5 30,000
Special
Inspections
@
6%
=
$ 145,000
General Conditions
Earthwork (site)
3,500
Cy
@
$ 26
=
$ 90,000
LDPaving Stamping Salem
3,000
Sy
@
$ 30
$ 90,000
Sy
@
5 40
-
5
HO Paving - New Street
Alternate Paving Section
0
Sy
@
$ 50
=
$
MillandOwlay Campbell
SW
Sy
@
5 50.00
=
5 25,000
$ 35,000
Traffic and Regulatory Signage (Site)
1667
Cy
@
S 30
5 50,000
Gravel & Aggregates
Concrete Underlayment
1300
SY
@
5 192
$ 250,000
Curb (CG 2) Salem Pedestrian Refuge
200
LF
@
S 75
s
5 15,000
4
ea.
@
$ 15,000
S 60,000
Curb Cut Entrances
600
!f
@
$ 100
$ 60,000
urb (CG -6)
0
Sr
@
$ 75
=
5
Stairs
5,000
SF
@
S 27
=
$ 135.000
Sidewalks
7,700
SF
@
$ 30
$ 230.000
Street Pavers
850
SF
@
$ 20
=
5 17,000
Hardscaping
Equipment Pads
@
$
450
LF
@
5 295
5 128,250
Water Utilities est.
Electrical Utilities � New Service & Vault est.
185
$ 165,000
550
LF
@
S 225
5 123,750
Sanitary Sewerage est.
350
LF
@
5 300
=
5 105,000
Storm Drainage Utilities Inc. structures est.
1
$ 35,000
urveying
1.75
acres
@
$ 95.000
Landscaping
12
ea.
tD
$ 15,000
5 180,000'
Street Lamps
4
ea.
@
5 5,000
S 20,000
Benches
2
ea.
@
S 2,500
5 5,000
Bike Racks
GC Profit & Overhead
@
8%
5 164,720
TOTALS: S 2,373,720
SUBCONTRACTOR TOI`ALJ S 2,373,720
Requirements:
TRADE TOTAL.r $ 2,373,720
42
Final draft 9.6.2019
EXHIBIT F
Special Construction Requirements
43
Final draft 9.62019
Hift:
PARTNERS LLC
Exhlbk F
Project Title: Campbell Court - special Construction Requirements
Projected Schedule of Values
Potential Bids:
Estimate Date: Wednesday, December 11, 2018
Project SF: 34,475
Months: 4 Base Bid:
44
Final draft 9.6.2019
$
45,000
Structural Engineering
_
$
15,000
Civil Engineering
=
$
65,000
Special inspections
@
6.0% =
$
130,000
General Conditiors
$
225,000
Earth Work
$
85,000
avel & Aggregates
200
LF
@
300
$
60.000
inc.
Storm Drainage Utilities - c. structures est.
Cast -in -Place Concrete
30
CY
@ $
2,500
$
75,000
Underpinning
400
CV
@ $
450
$
180,000
Footings
34,475
SF
@ $
8.50 =
$
293,038
Slab on Grade
$
Columns
CY
@
_
$
Walls
20
CY
CY
@
@ $
450 -
$
9,000
Miscellaneous
10
Tons
@
5350 =
$
4,500
Reinforcing Labor
34,475
SF
@ $
1.25 =
$
43,094
Wire Labor
Subcontractor Adjustment
@
@
_
$
675,000
Upgraded Micro Piles
_
$
225,000
Upgraded Caissons
@
Reinforcing
75
Tons
@ $
1,000 =
$
75,000
Reinforcing Material
34,475
SF
(p $
1.25
$
43,094
Wire Material
Tax
236,188
@
5.30%
_ $
12,518
@
@
Miscellaneous Items
SOO
CY
@
$180
$
90,000
Plowable fill below all footings
moon
- $
64.000
Flavored FQuiamrm Pads A Transrofiners
1
ea
is)
@
8
$
182,819
C Profit & Overhead
TOTALS:
$
2,593,062
SUBCONTRACTOR TOTAL
$
2,593,D62
Additional Requirements:
P= 11119
$
2,593,062
TRADE TOTAL:
44
Final draft 9.6.2019
EXHIBIT G
Leases at Campbell Court
Tenant
727 Mart, Inc.
Location
2,200 square feet located on
Term
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
Cam bell 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)
Pyxis, Inc.
Avenue S.W.
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.
i
Agreements for monthly parking permits, which are terminable.
45
Final draft 9.6.2019
EXHIBIT H
Leases at Future Rail Station Parcels
Lease Agreement dated January 1, 2010, between Rutherfoord Properties, LLC and Marsh &
McLennan Agency (successor by merger to Thomas Rutherfoord, Inc.), which Lease expires
December 31, 2019.
,19 SEP- 6 PM 4 :30
46
Final draft 9.620 i9
The Roanoke Times Account Number
Roanoke, Virginia 6017304
Affidavit of Publication
Date
SHERMAN M STOVALL, ASSISTANT CITY MGR
September 09, 2019
456 NOEL C. TAYLOR MUNICIPAL BLDG
215 CHURCH AVENUE SW
ROANOKE, VA 24011
Date Category
Description Ad Size Total Cost
09/18/2019 Trustee Sales NOTICE OF PUBLIC HEARING Pursuant to the requirements 1 x 113 L
585.28
Publisher of the
Roanoke Times
I, (the undersigned) an authorized representative of the
Roanoke Times, a daily newspaper published in Roanoke, in the
State of Virginia, do certify that the annexed notice NOTICE OF
PUBLIC HEARING was published in said newspapers on the
following dates:
09/09/2019
The First insertion being given ... 09/09/2019
Newspaper reference: 0000993288
n. r
Billing presentative
Sworn to and subscribed before me this Monday, September 9, 2019
YL��
�yZ
Notary Public Kiaweriy g. Hyrris
State of Virginia
City /County of Roanoke
My Commission expires
NOTARY PUBLIC
Commonwealth of Virginia
Notar, Registration Number 356753
Conrmicsion [spires January 31 , 2021
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
NOTICE Of PUBLIC HEARING
Pursuant to the requirements of
Sections 15.2 - 1800.8 and 15.2 -1813,
Code of Virginia (1950), as amended,
notice is hereby given that the Council
of the City of Roanoke will hold a public
hearing on Monday, September 16,
2019, at 7:00 p.m., or as soon thereafter
as the matter may be heard, in the
Council Chamber, 4th Floor, Room 450,
Noel C. Taylor Municipal Building, 215
Church Avenue, S.W., Roanoke, Virginia
24011, to receive public comments on a
proposed First Reinstated Agreement
for the Exchange of Real Estate
(Reinstated Agreement) between the
City of Roanoke, Virginia (City) and
Hist:Re Partners, LLC (Developer) that
authorizes the sale by the City to
Developer of 29 Campbell Avenue, S.W.
and 30 Salem Avenue, S.W., bearing
Official Tax Map Nos. 1011105, 1011106,
1011107, 1011108, 1011109, 1011110,
1011116, 1011117, 1011118, 1011119,
1011120, 1011122, and 1011129,
commonly known as Campbell Court
currently owned by Greater Roanoke
Transit Company (GRTC) and used as
GRTC's transportation center, which
the City intends to acquire from GRTC
pursuant to a separate agreement
between the City and GRTC. In
exchange for the conveyance of
Campbell Court, Developer would
convey two parcels of property
situated at 1 Jefferson Street, S.W. and
7 Jefferson Street, S.W. bearing Official
Tax Map Nos. 1010507 and 1010508
(Future Rail Station Parcels), currently
used as office space for an insurance
company and owned by T -W
Properties, a Virginia partnership,
which Developer has options to
acquire, and other consideration.
Express conditions precedent to the
parties' obligation to convey the above
referenced parcels under the
Reinstated Agreement are the
acquisition by the Developer of the
Future Rail Station Parcels and the
City's acquisition of Campbell Court.
The City and Developer propose to
enter into the Reinstated Agreement
under which the City, after it acquires
Campbell Court, would transfer
Campbell Court to Developer in
exchange for the Future Rail Station
Parcels. The City and Developer
entered into an Agreement for the
Exchange of Real Estate dated January
23, 2019, as amended (collectively, the
"Original Agreement ") regarding this
transaction following authorization by
City Council through the adoption of
Ordinance No. 41372 - 012219. The
Original Agreement inadvertently
expired on July 22, 2019, before the City
and Developer could complete their
obligations under the Original
Agreement or amend the terms of the
Original Agreement. Notwithstanding
the expiration of the Original
Agreement, the City and Developer
have continued to perform their
obligations under the terms of the
Original Agreement as if it were in full
force and effect.
A copy of the proposed Reinstated
Agreement and draft ordinance will be
available at the City Clerk's Office,
Room 456, Noel C. Taylor Municipal
Building, 215 Church Avenue, S.W.,
Roanoke, Virginia 24011, on and after
Monday, September 9, 2019. For
further information on the matter, you
may contact the City Clerk's Office at
(540) 853.2541.
All parties and interested entities may
appear on the above date and time to
be heard on the above matter.
If you are a person with a disability
who needs accommodations for this
hearing, please contact the City Clerk's
Office at (540) 853 -2541 before 12:00
Noon on Thursday, September 12, 2019.
Given under my hand this 9th day of
September 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
(993288)
NOTICE OF PUBLIC HEARING
Pursuant to the requirements of Sections 15.2 - 1800.13 and 15.2 -1813, Code of Virginia
(1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a
public hearing on Monday, September 16, 2019, at 7:00 p.m., or as soon thereafter as the matter
may be heard, in the Council Chamber, 4th Floor, Room 450, Noel C. Taylor Municipal Building,
215 Church Avenue, S.W., Roanoke, Virginia 24011, to receive public comments on a proposed
First Reinstated Agreement for the Exchange of Real Estate (Reinstated Agreement) between the
City of Roanoke, Virginia (City) and Hist:Re Partners, LLC (Developer) that authorizes the sale
by the City to Developer of 29 Campbell Avenue, S.W. and 30 Salem Avenue, S.W., bearing
Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, ,
1011117, 1011118, 1011119, 1011120, 1011122, and 1011129, commonly known as Campbell
Court currently owned by Greater Roanoke Transit Company (GRTC) and used as GRTC's
transportation center, which the City intends to acquire from GRTC pursuant to a separate
agreement between the City and GRTC. In exchange for the conveyance of Campbell Court,
Developer would convey two parcels of property situated at 1 Jefferson Street, S.W. and 7
Jefferson Street, S.W. bearing Official Tax Map Nos. 1010507 and 1010508 (Future Rail Station
Parcels), currently used as office space for an insurance company and owned by T -W Properties,
a Virginia partnership, which Developer has options to acquire, and other consideration. Express
conditions precedent to the parties' obligation to convey the above referenced parcels under the
Reinstated Agreement are the acquisition by the Developer of the Future Rail Station Parcels and
the City's acquisition of Campbell Court.
The City and Developer propose to enter into the Reinstated Agreement under which the
City, after it acquires Campbell Court, would transfer Campbell Court to Developer in exchange
for the Future Rail Station Parcels. The City and Developer entered into an Agreement for the
Exchange of Real Estate dated January 23, 2019, as amended (collectively, the "Original
Agreement ") regarding this transaction following authorization by City Council through the
adoption of Ordinance No. 41372 - 012219. The Original Agreement inadvertently expired on July
22, 2019, before the City and Developer could complete their obligations under the Original
Agreement or amend the terms of the Original Agreement. Notwithstanding the expiration of the
Original Agreement, the City and Developer have continued to perform their obligations under the
terms of the Original Agreement as if it were in full force and effect.
A copy of the proposed Reinstated Agreement and draft ordinance will be available at the
City Clerk's Office, Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W.,
Roanoke, Virginia 24011, on and after Monday, September 9, 2019. For further information on
the matter, you may contact the City Clerk's Office at (540)853 -2541.
All parties and interested entities may appear on the above date and time to be heard on the
above matter.
If you are a person with a disability who needs accommodations for this hearing, please
contact the City Clerk's Office at (540) 853 -2541 before 12:00 Noon on Thursday, September 12,
2019.
L: /General /CaseShare/Multimodal /September 2019 information/Notice of PH City HisRe Conveyance 9 19
Given under my hand this 9th day of September 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
Note to Publisher:
Please publish once in The Roanoke Times, legal notices, on Monday, September 9, 2019.
Please send bill to:
R. Brian Townsend, Assistant City Manager
for Community Development
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011
Please send affidavit of publication to:
Stephanie M. Moon Reynolds, City Clerk
4th Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 456
Roanoke, Virginia 24011
L: /General /CaseShare /Multimodal /September 2019 inform ation/N oti cc of PH City HisRe Conveyance 9 19
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(a—roanokeva.gov
September 19, 2019
Kay Dunkley, Executive Director
Roanoke Higher Education Authority
108 North Jefferson Street, N. W.
Roanoke, Virginia 24016
Dear Ms. Dunkley:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CYIC
Assistant Deputy City Clerk
A public hearing was conducted by the Council of the City of Roanoke on Monday,
September 16, 2019, regarding a proposed Contract for Purchase and Sale of Real
Property between the City of Roanoke and Roanoke Higher Education Authority, wherein
the City proposed to sell a portion of certain real property located at 23 Centre Avenue,
N. W.
On motion, duly seconded and unanimously adopted, the action on the matter was
postponed until Monday, December 16, 2019 at 7:00 pm, or as soon thereafter as the
matter may be heard.
Sincerely,
Ste hanie M. Moon Reyn M
City Clerk
C: Robert S. Cowell, Jr., City Manager
Daniel J. Callaghan, City Attorney
Brian Townsend, Assistant City Manager for Community Development
Rob Ledger, Director, Economic Development
Jaime Brooks, General Manager, Park Roanoke
Mike Sutton, Blue Eagle Partnership, LLC, 1502 Williamson Road, N. E.,
Roanoke, Virginia 24012
The Honorable John S. Edwards, Member Senate of Virginia, P. O. Box 1179,
Roanoke, Virginia 24006
The Reverend Barron Wilson, Pastor, First Baptist Church, 310 Jefferson Street,
N. W., Roanoke, Virginia 24016
Kay Dunkley, Executive Director
Roanoke Higher Education Authority
September 19, 2019
Page 2
Martin Jeffrey, Southwest Virginia Civil Rights Action Center, Inc., P. O. Box 312,
Roanoke, Virginia 24003
Evelyn Bethel, President, Historic Gainsboro Preservation District, Inc., 35 Patton
Avenue, N. E., Roanoke, Virginia 24016
Constance Crutchfield, Gainsborough Southwest Community Organization, Inc.,
131 Gilmer Avenue, N. W., Roanoke, Virginia 24016
Cecile Newcomb, 9 Gilmer Avenue, N. E., Roanoke, Virginia 24016
Jordan Bell, 5208 Lancelot Lane, N. W., Roanoke, Virginia 24019
Evelyn Slone, Hill Studio, 120 Campbell Avenue, S. W., Roanoke, Virginia 24011
Shmura Glenn, 1816 Staunton Avenue, N. W., Roanoke, Virginia 24016
The Reverend Kevin McNeil, 1407 22nd Street, N. W., Roanoke, Virginia 24017
Justin Patton, 326 Rutherford Avenue, N. W., Roanoke, Virginia 24016
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
AN ORDINANCE authorizing the proper City officials to execute a Contract for
Purchase and Sale of Real Property ( "Contract ") between the City of Roanoke, Virginia ( "City "),
and the Roanoke Higher Education Authority (the "Buyer "), to sell to the Buyer an
approximately 0.370 acre parcel of City -owned property, such property being a portion of City -
owned property located at 23 Centre Avenue, N.W., Roanoke, Virginia, designated as Official
Tax Map No. 2013016, upon certain terms and conditions; authorizing the City Manager to
execute such further documents and take such further actions as may be necessary to accomplish
the above matters; and dispensing with the second reading of this Ordinance by title.
WHEREAS, a public hearing was held on September 16, 2019, pursuant to Section 15.2-
1800.13 and Section 15.2 -1813, Code of Virginia (1950), as amended, at which hearing all parties
in interest and citizens were afforded an opportunity to be heard on such conveyance.
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 a
Contract, substantially similar to the Contract attached to the City Council Agenda Report to this
Council dated September 16, 2019, to sell to the Buyer an approximately 0.370 acre parcel of
City -owned property ( "Property "), being a portion of City —owned property located at 23 Centre
Avenue, N.W., designated as Official Tax Map No. 2013016 ( "City Parcel ") for the purchase
price of $10.00, upon certain terms and conditions, as more particularly set forth in the above-
mentioned Agenda Report.
2. The City Manager is further authorized to execute such further documents,
including a Special Warranty Deed of Conveyance for the transfer of the Property to the Buyer in
accordance with the terms of the Contract, and take such further actions as may be necessary to
implement, administer, and enforce the Contract, and complete the sale and transfer of the
Property to the Buyer.
3. The City Manager is further authorized on behalf of the City to negotiate and
execute such further documents and take such further actions related to this matter and as may be
necessary to implement, administer, and enforce the conditions and obligations that must be met
by the Buyer pursuant to the Contract.
4. The form of the documents referred to above and in the City Council Agenda
Report are to be approved by the City Attorney.
5. Pursuant to the provisions of Section 12 of the City Charter, the second reading of
this Ordinance by title is hereby dispensed with.
ATTEST:
City Clerk.
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: September 16, 2019
Subject: Sale of a Portion of City -Owned Property Located at 23 Centre
Avenue, N.W.
Background:
The Roanoke Higher Education Authority (Buyer) has requested that the City of
Roanoke convey an approximately 0.370 portion of a property (Property)
located at 23 Centre Avenue, N.W., (Official Tax Map No. 2013016) to the Buyer
for the development of a landscaped pedestrian plaza /courtyard and related
improvements on the Property for use by the Buyer (Project). The Property is
currently used as a paid short -term public parking lot by Park Roanoke.
City staff has prepared a proposed Contract for Purchase and Sale of Real
Property to convey the Property to the Buyer under certain terms and conditions
of pre- and post - closing performance by the Buyer. The salient terms of the
proposed Agreement include, but are not limited to, the following:
• Conveyance of the property to the Buyer for the nominal amount of
$10.00;
• A time period of one hundred eighty (180) days after completion of
its sixty (60) day inspection / due diligence period for the Buyer to
receive all necessary permits, approvals, and authorizations in
order to construct the landscaped pedestrian plaza prior to Closing
(Approval Period);
• The Buyer to re- establish eight (8) handicapped parking spaces and
related improvements currently located on the Property to another
location on the remaining area of the City's adjacent parking lot at
its sole cost;
• Buyer to commence construction activity within thirty (30) days
after Closing;
• A time period of eighteen (18) months after Closing for the
construction of the Project to be completed by the Buyer;
• Buyer to be responsible for all costs associated with the design,
approval, and construction of the Project;
• Buyer to complete the Project in substantial conformity to its
Proposal (Exhibit B) to the Agreement; and
• Buyer to use the Property only for outdoor public assembly, open
space, and landscaping purposes, and not for any other purpose
without the prior written consent of the Roanoke City Council.
Under Section 15.2-1800, et seq., Code of Virginia (1950), as amended, prior to
conveying City -owned property the City is required to give prior public notice,
conduct a public hearing, and adopt an ordinance by City Council.
Recommended Action:
After consideration of comments received at the public hearing and absent
comments at the public hearing needing further consideration, adopt the
attached ordinance authorizing the City Manager to execute a contract
substantially similar to the one attached to this Report, and to execute such
other documents and to take such further actions as may be necessary to
implement, administer, and enforce such contract. All documents are subject
to the approval as to form by the City Attorney.
Robert S o e , Jr.
City Manager
Distribution: Council Appointed Officers
Brian Townsend, Assistant City Manager for Community
Development
Rob Ledger, Director, Economic Development
Jaime Brooks, General Manager, Park Roanoke
2
DRAFT 08.14.19
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
This Contract For Purchase and Sale of Real Property (Contract) is dated ,
2019, by and between the City of Roanoke, Virginia, a Virginia municipal corporation (Seller or
City), and Roanoke Higher Education Authority, a political subdivision of the Commonwealth of
Virginia (Buyer).
RECITALS:
WHEREAS, Seller is desirous of selling certain real property, including any improvements
thereon, situated at 23 Centre Avenue, N.W., Roanoke, Virginia, depicted as a portion of Official
Tax Map No. 2013016 (City Parcel), consisting of approximately 0.370 acres, more or less, and
more particularly described in Exhibit A attached hereto and made a part hereof, (Property) to
Buyer and Buyer is desirous of acquiring such Property upon the terms and conditions set forth
below;
WHEREAS, Buyer intends to construct a landscaped pedestrian plaza and courtyard on the
Property which will also provide for a better pedestrian connection between the Claude Moore
Education Complex located at 109 Henry Street, N.W. and the Roanoke Higher Education Center
located at 108 Jefferson Street, N.W.; and
WHEREAS, Seiler will sell the Property to Buyer provided Buyer fully complies with
certain terms and conditions as set forth in this Contract and if Buyer fails to comply with such
terms and conditions, Buyer shall be liable to Seller for the remedies available to Seller as set forth
in this Contract.
THEREFORE, for and in consideration of the mutual covenants and conditions herein set
forth, and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties hereto, Seller and Buyer hereby agree the above Recitals are hereby
incorporated into this Contract and that they further agree as follows:
SECTION 1. DEFINITIONS.
Unless the context otherwise specifies or requires, for the purpose of this Contract, the following
terms shall have the meanings set forth in this Section:
Buyer's Proposal: Buyer's Proposal refers to the document entitled "Roanoke Higher Education
Center FY 2019 -2020 Budget Submission: Capital Budget Request" (which is attached hereto and
made a part hereof as Exhibit B) ( "Proposal ") to construct a landscaped pedestrian plaza/courtyard
and related improvements on the Property for use by the Buye
Closing: The consummation of this Contract by Seller's delivery of a Deed to the Property.
Closing Date: The date provided for in Section 1 I hereof for the Closing.
DR \F3. 08.14.19
Contemplated Use: The development of a landscaped pedestrian plaza and courtyard and related
improvements.
Days: Unless otherwise stated, this term means consecutive calendar days.
Deed: The Deed shall be a special warranty deed, subject to all restrictions of record, the
provisions of Section 16 which shall be recited in the Deed, and as set forth in the Title
Commitment.
Facility: The development and construction of the landscaped pedestrian plaza and courtyard and
related improvements on the Property for the use by the Buyer as set forth in Buyer's Proposal and
described as the Contemplated Use.
Improvements: Any and all improvements, and all appurtenances thereto, located on the Property
at the time of Closing.
Plans or Plan: As defined in Buyers Proposal.
Project: This term means and includes the design and construction work to be done by Buyer
over the course of eighteen (18) months after Closing as well as any related andior connected work
that may be required and or done on any part of the Property to result in Buyer's Contemplated
Use of the Property, all in accordance with the terms and provisions of this Contract.
Property: The real property, including any improvements, located at 23 Centre Avenue, N.W.,
Roanoke, Virginia, depicted as a portion of the City Parcel, and consisting of approximately 16,138
square feet, more or less (0.370 acres, more or less) and more particularly described in Exhibit A
attached hereto and made a part hereof.
Substantial Completion, Substantialiv Complete or Completed, or Substantial
Conformance: Development of the Property by Buyer in accordance with the Contemplated Use
of the Property and Buyer's Proposal, and its availability and suitability for its use by the Institute
and the Center.
Title Commitment: A commitment for title insurance in favor of Buyer for the Property to be
issued by a Title Company.
Title Company: Any nationally recognized title insurance company acceptable to Buyer.
SECTION 2. PURCHASE AND SALE OF PROPERTY.
A. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from
Seller, upon all the terms, covenants, and conditions set forth in this Contract.
DR %F-I 1) 8.14.19
B. The purchase price for the Property ( "Purchase Price ") shall be Ten Dollars ($10.00)
payable in cash or certified check from Buyer to Seller at Closing, together with
performance of all other obligations of Buyer as set forth in this Contract.
SECTION 3. CONDITIONS PRIOR TO CLOSING.
A. I. As a condition precedent to Buyer's obligation to purchase the Property or
otherwise to perform any obligations provided for in this Contract, Seller, as of the
Closing, shall have complied with Seller's obligations, representations and
warranties in this Contract, and the fulfillment to Buyer's reasonable satisfaction of
Seller's delivery to Buyer on the Closing Date of title to the Property and other
documents as prescribed in Section 11.
2. As a condition precedent to Seller's obligation to sell the Property or otherwise
perform any obligations provided for in this Contract, Buyer, as of the completion
of the Approval Period , and at the time of Closing, shall have secured written
commitments for funding all costs to be incurred by Buyer in the performance of
this Contract, including all costs for the work to be performed pursuant to Section
3A(B) hereof and all cost to be incurred in the development and construction of the
Project.
As a condition precedent to Seller's obligation to sell the Property or otherwise
perform any obligations provided for in this Contract, Buyer, as of the Closing,
shall have complied with Buyer's obligations, representations, and warranties in
this Contract.
B. Thirty (30) Days prior to the proposed Closing Date, Buyer will have obtained all permits,
approvals, and authorizations required by Section 3A (A) of this Contract and completed
the obligation of Buyer set forth in Section 3A (B) of this Contract and the City has
accepted such work in writing.
C. Buyer and'or Seller may, at any time on or before the Closing Date, at its election, waive
in writing any of the other party's conditions precedent referenced in this Section 3, and
Buyer's and Seller's consummation of the transaction on the Closing Date shall waive all
such conditions precedent.
D. In the event that the Closing has not occurred through no fault of Seller on or before the
Closing Date, Seller, by written notice given to Buyer, shall provide Buyer with a ten (10)
Day cure period from the Closing Date in which to deliver the Purchase Price and proceed
with Closing. If Closing has not occurred within such additional time period through no
fault of Seller, this Contract shall automatically be terminated without any further action.
In the event of any termination as set forth above, this Contract shall be deemed terminated
and of no further force and effect.
1)€i \1,q 118.14.19
E. Upon the request of Seller, Buyer, its officers, agents, employees, contractors,
subcontractors, licensees, designees, representatives and consultants, 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 Seller. If Seller so
requests, Buyer 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.
F. Buyer, its officers, agents, employees, contractors, subcontractors, licensees, designees,
representatives and consultants, shall at all times comply with all applicable federal, state,
and local laws, rules, and regulations. Buyer, its officers, agents, employees, contractors,
subcontractors, licensees, designees, representatives and consultants, prior to exercising
any rights under Section 17, shall obtain, at their cost, any and all required permits and/or
licenses for any such work.
SECTION 3A. PERMITS AND APPROVALS.
A. Buyer's Permits and Approvals
Following completion of Buyer's Due Diligence during the Inspection Period
pursuant to Section 17 of this Contract and Buyer's written election to proceed
with performance under this Contract, Buyer, at its sole cost and expense. shall
have one hundred eighty (180) Days (Approval Period) in which to apply for, seek,
and obtain all permits, approvals, and authorizations needed or required by Buyer
to develop, construct, complete, and operate the Project, including without
limitation, (i) all permits and approvals from the City of Roanoke Planning,
Building and Development Department for the construction of the Project; (ii)
subdivision approval of the City Parcel to create the Property parcel, street
dedication related to Jordan Alley; (iii) all permissions, approvals and
authorizations required for the operation of the Project as contemplated by Buyer;
and (iv) all such other approvals that are necessary for the construction of the
Project (collectively "Permits and Approvals "). No such Permits and Approvals
shall impose any restrictions or limitations on the development of the Property in a
manner consistent with Buyer's Proposal, or result in any limitations on Seller's
use of the remainder of the City Parcel. Prior to submitting any application for any
Permits and Approvals, Buyer shall present the proposed subdivision plat and other
applications required for all such Permits and Approvals to Seller for Seller's
approval, such Seller's approval shall not be unreasonably withheld. In the event
that Buyer is unable to obtain all Permits and Approvals, this Contract shall
terminate.
Under no circumstances shall the approval for subdivision of the City Parcel,
including the subdivision plat, be recorded with the Clerk's Office of the Circuit
Court for the City of Roanoke, Virginia, prior to the Closing.
4
DRAFT 08.14.19
3. Buyer acknowledges and agrees that the City Planning, Building and
Development Department shall review all applications for any Permits and
Approvals in accordance with applicable provisions of federal, state, and local
laws, rules, and regulations, without regard to the fact that the City is a party to
this Contract. The authorization to execute and perform this Contract by the
Roanoke City Council does not constitute approval of any of the Permits and
Approvals required under this Section 3A(A).
B. Buyer's Obligation to Relocate Parking Facilities.
Buyer shall be responsible for the re- establishment of eight (8) Handicapped
Parking spaces located on the Property to another location on the portion of the City
Parcel to be retained by Seller with the approval of Seller, and shall also be
responsible for the relocation and re- installation of any Parking Pay Stations that
are impacted by the Project, at Seller's direction, and at the Buyer's sole cost and
expense.
2. Buyer shall initiate such work immediately following obtaining all Permits and
Approvals during the Approval Period. Seller shall provide Buyer with a right of
entry permit to enter onto the City Parcel to perform this work. Buyer shall provide
Seller with all insurance for Buyer and its contractors in amounts, terms, and
conditions in form and substance to the insurance requirements as required under
Section 17(B) of this Contract. Buyer shall complete all such work to the written
satisfaction of the City within thirty (30) Days after commencement of such work.
SECTION 4. BUYER'S AND SELLER'S OBLIGATIONS.
A. Obligations at Closing.
Seller's Obligations.
At the Closing, Seller agrees to sell to Buyer the Property and deliver the Deed to
Buyer in accordance with the terms of this Contract.
2. Buyer's Obligations.
Buyer agrees and promises that it will do an&Ior has done the following at or prior
to Closing:
(i) Buyer will purchase the Property from Seller for the Purchase Price of Ten
and no/ 100 Dollars ($10.00) and will make payment in accordance with the
terms of this Contract.
5
1) R k 1, 1 08.14. IV
(ii) Buyer accepts the Property in an "AS 1S" condition and acknowledges and
agrees that Seller makes no representations or warranties with respect to the
Property other than what is contained within this Contract. Buyer agrees
that Buyer is taking the Property without any warranties or representations
from Seller and that Buyer has had sufficient opportunities to fully examine
the Property.
(iii) Buyer, at its sole cost and expense, shall record the subdivision plat and
approval of the subdivision of the City Parcel to create the Property parcel
and dedicate a portion of Jordan Alley, in accordance with the approval of
Seller. The recording of the plat shall occur immediately before recording
of the Deed.
(iv) Buyer shall promptly pay for all advertising costs and any related fees or
costs connected with this Contract and /or the sale of the Property, including,
but not limited to costs for any advertisement of required public hearing(s).
Such payment shall be made directly to the entity providing the advertising
or other service, or to the City, as the City may direct.
(v) Buyer agrees that the conditions and obligations of Buyer under this
Contract which are to be performed post - Closing are conditions and
obligations that shall be incorporated either directly or by reference in any
deed to the Property from Seller to Buyer, shall survive Closing, and shall
be binding on Buyer's successors and assigns. These conditions and
obligations of the Buyer which survive the Closing shall run with the land.
Upon the written request of Buyer after satisfaction of one or more
conditions or obligations by Buyer which survived the Closing, the City
shall verify satisfaction of such conditions or obligations by Buyer and,
upon verification, the City shall execute and deliver to Buyer a document in
which the City acknowledges the satisfaction of such conditions or
obligations of the Buyer which survived the Closing. Such document shall
be in a form suitable for recording in the Clerk's Office of the Circuit Court
for the City of Roanoke, Virginia. The form of the document shall be
approved by the City Attorney and shall acknowledge satisfaction of only
those conditions or obligations of Buyer specifically set forth in such
document and shall further provide that all other conditions and obligations
of Buyer (except for those previously satisfied and acknowledged by the
City in writing) remain in full force and effect. If requested by Buyer, the
City shall provide a separate document following the satisfaction of each
condition or obligation of the Buyer hereunder. Buyer shall be responsible
for the costs of recording each such document.
B. Post-Closing Performance Obligations of Buyer.
Buyer acknowledges and agrees that a part of the consideration for the Seller is Buyer's
commitment to renovate the Property in accordance with Buyer's Plans and the
C,
DR kFI 08.14.19
performance of this commitment. Buyer agrees to perform each of the following
obligations in accordance with the terms and conditions set forth in this Contract.
Buyer will develop the Property in accordance with the Plans. Completion of this
development shall be pursued diligently and timely by Buyer and Buyer shall be
solely responsible for satisfying its obligations hereunder. TIME SHALL BE OF
THE ESSENCE WITH RESPECT TO EACH AND EVERY OBLIGATION OF
BUYER HEREUNDER.
2. If Buyer fails to commence Construction Activity within thirty (30) Days after
Closing, Buyer shall be in default of this Contract and Seller may, at is sole option,
acquire the Property in accordance with Section 16 hereof. For the purposes of this
subsection "Construction Activity" shall mean: Buyer has initiated physical
demolition of the existing parking lot within the portion of the City Parcel
designated as the Property.
3. All construction work necessary to complete Buyer's Contemplated Use of the
Property shall be Substantially Completed within 18 months after the Closing Date,
4. Buyer agrees to and shall provide written progress reports (which may be by email)
to Seller's Assistant City Manager for Community Development four times a year,
on the I" day of the months of January, April, July, and October subsequent to
Closing and until Substantial Completion. Such progress reports shall provide
Seller with sufficient information regarding Buyer's status as to performance of
Post - Closing activities to meet the terms of this Contract and to alert Seller to any
issues, problems, or delays that Buyer has encountered or anticipates Buyer may
encounter.
5. The Property may be used only for outdoor public assembly, open space
landscaping purposes only and not for any other purpose without the prior consent
of Roanoke City Council. Should Buyer transfer ownership of the Property at any
time for any purpose other than those contained in the preceding sentence, Buyer
shall pay to the City an amount equal to the then current value of the Property (land
only) as assessed for land only by the Commissioner of the Revenue of the City of
Roanoke for real estate tax purposes.
SECTION 5. COMPLIANCE WITH LAWS.
Buyer agrees to and shall comply with all applicable federal, state, and local laws, ordinances, and
regulations, including all applicable licensing requirements in executing the construction of the
Project. Buyer further agrees that Buyer does not, and shall not during the construction of the
Project, knowingly employ an unauthorized alien as defined in the federal Immigration Reform
and Control Act of 1986.
SECTION 6. ASSIGNMENT.
fi]
D k l 08.14.19
Buyer agrees not to assign or transfer any part of this Contract without the prior written consent of
Seller, which consent may be granted or withheld in the absolute discretion of Seller, and any such
assignment shall not relieve Buyer from any of its obligations under this Contract.
SECTION 7. INDEMNITY.
Buyer agrees to require each contractor and subcontractor that performs work at the Property in
connection with (i) the relocation of the parking facilities as set forth in Section 3A (B) of this
Contract; and, "or (ii) the construction of the Facility to indemnify and hold harmless Seller and its
officers, directors, and employees free and harmless for and from any and all claims, causes of
action, damages or any liability of any type, including reasonable attorney's fees, on account of
any claims by or any injury or damage to any persons or property growing out of or directly or
indirectly resulting or arising in any way out of any actions, omissions, or activities of the
respective contractors, or subcontractors arising out of or connected in any way to (i) the relocation
of the parking facilities as set forth in Section 3A (B) of this Contract; and'or (ii) the construction
of the Facility as provided in this Contract.
SECTION 8. FORUM SELECTION AND CHOICE OF LAW.
By virtue of entering into this Contract, Buyer agrees and submits itself to a court of competent
jurisdiction, which shall be the Circuit Court or General District Court for City of Roanoke,
Virginia, and further agrees this Contract is controlled by the laws of the Commonwealth of
Virginia, with the exception of Virginia's conflict of law provisions which shall not apply, and
that all claims, disputes and other matters shall be decided only by such court according to the laws
of the Commonwealth of Virginia as aforesaid. Buyer further waives and agrees not to assert in
any such action, suit or proceeding, that it is not personally subject to the jurisdiction of such
courts, that the action, suit or proceeding, is brought in an inconvenient forum or that the venue of
the action, suit or proceeding, is improper.
SECTION 9. EASEMENTS.
A. Easements to benefit Seller or Western Virginia Water Authority.
Buyer promises and agrees to grant and dedicate to Seller and: or the Western Virginia
Water Authority, at any time before Substantial Completion, all reasonably necessary
easements on the Property for the construction of infrastructure improvements needed for
or benefiting the Property, including, but not limited to, storm drainage, sanitary sewers,
and or water, all at no cost to Seller and/or the Western Virginia Water Authority.
SECTION 10. COVENANTS AND WARRANTIES.
A. In addition to any representations and warranties contained elsewhere in this Contract,
Seller warrants and represents that Seller will, in accordance with this Contract, convey
title to the Property in an AS IS condition and subject to any items of record. This provision
shall survive Closing.
I)R1Fr08.14.19
B. Seller further represents and warrants with respect to the Property that:
Title. Seller has title to the Property subject to any restrictions of record. Seller is
the sole owner of the Property.
Condemnation. Seller 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
the Property or the limiting or denying of any right of access thereto.
Special Taxes. Seller has no knowledge of, nor has it received any notice of, any
other special taxes or assessments relating to the Property or any part thereof.
4. Hazardous Materials. Seller makes no warranties or representations of any type
regarding hazardous materials of any type.
No Leases. There are no leases of the Property.
6. Access. Ingress to and egress from the Property is available and provided by public
streets dedicated to the City of Roanoke.
SECTION 11. TITLE AND CLOSING.
A. Title to the Property in accordance with the Survey, shall be conveyed by Seller to Buyer
by a Deed, subject to the following;
Ad valorem real property taxes and stormwater fees for the current year, not yet
due and payable;
2. Those matters of title to which Buyer has not objected to in writing (Seller agrees
to take reasonable efforts to resolve matters objected to by Buyer which efforts shall
not include the expenditure of funds to third parties);
Those matters reflected on the Survey to which Buyer has not objected to in writing
(Seller agrees to take reasonable efforts to resolve matters objected to by Buyer
which efforts shall not include the expenditure of funds to third parties);
4. Easements and other restrictions of record as of the date of execution of this
Contract by Seller that do not materially interfere with or prevent Buyer from using
the Property for the Contemplated Use;
Liens and objections shown on the Title Commitment;
6. Other standard exceptions contained in a Title Policy as defined in Section I I (B)
below.
7. The restrictive covenant contained in Section 4.B.5 of this Contract.
0
1) R k F F 1) 8.14.19
8. Those items and matters set forth in this Contract and that the obligations and
undertakings of Buyer in this Contract shall survive Closing and be incorporated
into the Deed. All of the foregoing exceptions are herein referred to collectively as
the "Conditions of Title."
B. Delivery of title in accordance with the foregoing shall be evidenced by the willingness on
the Closing Date of the Title Company to issue, upon payment of its normal premium, to
Buyer its A.L.T.A. (Form B) Owner's Policy of Title Insurance (the "Title Policy ") insuring
Buyer in the amount of the Purchase Price in respect to the Property and that title to the
Property is vested in Buyer subject only to the Conditions of Title.
C. Buyer and Seller shall consummate and complete the closing of this transaction on or
before July 31, 2020, with the specific Closing date being designated by Buyer in writing
to Seller at least ten (l 0) business days in advance thereof (the "Closing Date "). The
Closing Date shall occur no earlier than thirty (30) Days after satisfaction of the conditions
in Section 3 and Section 3A of this Contract.
D. The purchase and sale of the Property shall be closed (the "Closing ") at 10:00 A.M. on the
Closing Date in the Office of the City Attorney, or at such other location, date, and time as
shall be approved by Buyer and Seller.
On the Closing Date, Seller shall deliver or cause to be delivered to Buyer
the following documents:
a. Its duly executed and acknowledged Deed conveying to Buyer the Property
in accordance with the provisions of this Contract;
b) A mechanic's lien affidavit executed by a representative of Seller,
satisfactory to the Title Company, and to the effect that no work has been
performed on the Property by Seller in the one hundred twenty -five (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
for in full;
C) Such evidence and documents including, without limitation, a certified copy
of the ordinance adopted by Seller, as may reasonably be required by the
Title Company evidencing the authority of the person(s) executing the
various documents on behalf of Seller in connection with its sale of the
Property;
d) A duly executed counterpart of a Closing Statement; and
e) Any other items required to be delivered pursuant to this Contract.
DRAI.1' 08.14.19
E. At Closing, real property taxes (if any) and storm water fees shall be prorated with Buyer
being responsible for all periods thereafter.
F. Buyer shall pay for (i) the cost of all investigations of the Property including but not limited
to examination of title and title insurance premiums for issuance of the Title Policy; (ii) all
attorney's fees and expenses incurred by legal counsel to Buyer; and (iii) any Grantee's tax
and recording costs required to be paid in connection with the recording of the Deed.
G. Seller shall pay the Grantor's tax, if any, and the expenses of legal counsel for Seller, if
any.
H. Exclusive possession of the Property shall be delivered to Buyer on the Closing Date,
subject to the provisions of this Contract.
SECTION 12. CONDEMNATION.
Seller has no actual knowledge of any pending or threatened condemnation of the Property.
However, if, after the date hereof and prior to the Closing Date, all or any part of Property is
subjected to a bona fide threat of condemnation or condemned or taken by a body having the power
of eminent domain or a transfer in lieu of condemnation, Buyer shall be promptly notified thereof
in writing and within twenty (20) Days after receipt of written notice to Buyer, Buyer may by
written notice to Seller elect to cancel this Contract 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 thereupon this Contract shall be deemed terminated and of no further
force and effect. If no such election is made by Buyer to cancel this Contract, this Contract 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 upon the
Closing Date, Seller shall assign, transfer, and set over to Buyer all of the right, title, and interest
of Seller in and to any awards that have been or that may thereafter be made for any such taking
or takings.
SECTION 13. RISK OF LOSS.
Risk of Loss by fire or other casualty shall be upon Seller until Closing is completed, except if
such loss is the result of acts or omissions of Buyer or Buyer's employees, agents, contractors, or
representatives, in which case such loss shall be Buyer's responsibility. Provided, however, if the
Property is substantially damaged or destroyed before Closing by such casualty, then either party
may cancel this Contract by giving the other party thirty (30) Days written notice of such
cancellation and neither party will have any further obligations to the other and Seller shall not be
liable to Buyer for any failure to deliver the Property to Buyer. In the event of a loss due to fire or
other casualty prior to completion of the Closing, all insurance proceeds for any such loss shall be
payable to the Seller under all circumstances.
SECTION 14. COMMISSIONS.
1.)KkF1' 08.14.19
Seller and Buyer each warrant and represent to the other that their sole contact with the other or
with the Property regarding this transaction has been directly between themselves and their
employees. Seller and Buyer warrant and represent that no person or entity can properly claim a
right to a commission, finder's fee, or other compensation based upon contracts or understandings
between such claimant and Buyer or Seller with respect to the transaction contemplated by this
Contract. Buyer agrees to indemnify Seller against and to hold it harmless from any claim, loss,
cost, or expense, including, without limitation, attorneys' fees, resulting from any claim for a
commission, finder's fee, or other compensation by any person or entity based upon such contracts
or understandings.
SECTION 15. REMEDIES.
A. In the event Buyer shall have fully performed or tendered performance of its duties and
obligations hereunder, but Seller fails to perform any of its duties or responsibilities in
accordance with the terms and provisions hereof, Buyer's sole and exclusive remedy shall
be an equitable suit to enforce specific performance of such duties or responsibilities. Any
and all other remedies otherwise available to Buyer, at law or in equity, are hereby
expressly waived by Buyer except as otherwise specifically stated in this Contract.
B. In addition to the remedy of repurchasing the Property pursuant to Section 16 of this
Contract in the event of nonperformance of Buyer's obligations under Section 4.13.2 of this
Contract, if Buyer either (i) fails to comply with any of the terms and conditions, or any of
Buyer's obligations under this Contract that require Buyer's performance within a specific
time period; or (ii) fails to comply with any other terms of this Contract or any other
obligations of Buyer under this Contract after written notice of such default is provided by
Seller and Buyer fails to cure such default within thirty (30) Days following Buyer's receipt
of such notice, then, in either event, Seller may terminate this Contract and recover any
specific monetary damages directly caused by Buyer's breach.
SECTION 16. SELLER'S OPTION TO REPURCHASE AND BUYER'S AGREEMENT
NOT TO CONVEY THE PROPERTY.
A. Notwithstanding any provision contained in this Contract or the Deed, if after 6 months
from the Closing, Buyer or its successor(s) in interest shall not have commenced
Construction Activity, as reasonably determined by the Seller, and as described in Section
4.B.2, Seller shall have the right to refund to the then record owner(s) of the Property all
or any part of the original Purchase Price for the Property paid by Buyer to Seller;
whereupon the then record owner(s) of the Property shall forthwith convey the Property to
Seller, free and clear of mortgages, deeds of trusts, liens, or other encumbrances. In the
event that the record owner(s) of the Property for any reason fails or refuses to convey title
back to the Seller as required herein, Seller shall have the right to enter onto and take
possession of the Property or the part thereof designated by Seller, along with all rights and
causes of action necessary to have title to the Property or the part thereof designated by
Seller conveyed to the Seller.
B. Buyer may grant a mortgage or deed of trust on the Property provided that the holder of
any such mortgage or deed of trust shall acknowledge and agree in writing that the right
12
Dkal 1 08.14.19
granted Seller pursuant to Section 16.A is superior to the mortgage or deed of trust and the
holder of such mortgage or deed of trust shall discharge the mortgage or deed of trust in
the event Seller exercises its right to repurchase the Property pursuant to Section 16.A.
Buyer shall require that each and every lender of Buyer that seeks to encumber the Property
with a mortgage or deed of trust to acknowledge and agree to the provisions of this Section
16.
SECTION 17. RIGHT OF ENTRY AND INSPECTION PERIOD.
A. Buyer shall have sixty (60) Days following the execution of this Contract to complete
Buyer's due diligence review of the Property (Inspection Period) to determine if there are
any issues that would prevent Buyer's use of the Property. Should Buyer determine during
such Inspection Period that it is not satisfied with the Property or any characteristics thereof
for any reason whatsoever, in Buyer's sole and absolute discretion, Buyer may terminate
this Contract by notifying Seller in writing as soon as possible, but no later than ten (10)
Days after the end of such Inspection Period, of Buyer's decision to tenninate the Contract.
In such case, this Contract shall thereupon be terminated and of no further force and effect,
unless Seller and Buyer mutually agree to modify this Contract to address any such issues.
B. In connection with the Buyer's ability to conduct its Due Diligence review mentioned
above Seller hereby grants to Buyer, its officers, agents, employees, contractors,
subcontractors, licensees, designees, representatives, and consultants, a revocable right to
enter upon the Property at any time during the Due Diligence Period, upon two (2) working
days prior written notice to Seller, 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 and Phase li Environmental Assessments, or geotechnical assessments, or nondestructive
engineering evaluations of the Property, and to store Buyer's property and equipment, upon
the following terms and conditions:
If Buyer exceeds its rights granted under this Section or fails to obtain and maintain
the insurance required by this Section 17, Seller may immediately revoke this right
of entry.
Buyer agrees to be responsible for any and all damages resulting from the activity
or activities of Buyer, its officers, agents, employees, contractors, subcontractors,
licensees, designees, representatives and consultants, on the Property in the
exercise of the rights granted under this Section. Buyer shall, at its sole cost,
promptly and fully restore any land disturbed by the exercise of the rights under
this Section to a condition equal to that existing immediately prior to entry on the
Property. Buyer shall pay to Seller the daily rate for any parking spaces used by
Buyer or its contractors and subcontractors to conduct any inspections, testing, or
examinations of the Property for each Day on which a parking space is used for
such purposes or is otherwise not available for use by the general public.
Buyer agrees to require all contractors and subcontractors performing inspections
hereunder to indemnify, keep and hold Seller and its officers, agents, employees,
13
DRA T 08.1-1.19
and representatives free and harmless from any and all liability, claims, causes of
action, costs and damages of any type, including attorney's fees, on account of any
injury or damage of any type to any person or property growing out of or directly
or indirectly resulting from any act or omission of Buyer in connection with this
right of entry, including, but not limited to, Buyer's use of the Property in violation
of any provision of this Contract, claims relating to the storage of property by Buyer
on the Property, or the exercise of any right or privilege granted by or under this
Section 17. In the event that any suit or proceeding shall be brought against Seller
or any of its officers, employees, agents, or representatives, at law or in equity,
either independently or jointly with Buyer, its officers, agents, employees,
contractors, subcontractors, licensees, designees, representatives and consultants,
on account thereof, the Contractors, upon notice given to it by Seller or any of its
officers, employees, agents, or representatives will pay all costs of defending Seller
or any of its officers, employees, agents, or representatives in any such action or
other proceeding. In the event of any settlement or any final judgment being
awarded against Seller or any of its officers, employees, agents, or representatives,
either independently or jointly with Buyer, its officers, agents, employees,
contractors, subcontractors, licensees, designees, representatives and consultants,
then Contractors will pay such settlement or judgment in full or will comply with
such order or decree, pay all costs and expenses of whatsoever nature, including
attorney's fees, and hold Seller or any of its officers, employees, agents, or
representatives harmless therefrom.
4. Buyer shall 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 Buyer under this Subsection 4. 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 Buyer's acts or omissions. The minimum limits
of liability for this coverage shall be $2,000,000 combined single limit for
any one occurrence.
(ii) Contractual Liability. Broad form Contractual Liability insurance shall
include the indemnification obligation set forth above.
(iii) Workers' Compensation. Workers' Compensation insurance covering
Buyer's statutory obligation under the laws of the Commonwealth of
Virginia and Employer's Liability insurance shall be maintained for all its
employees engaged in work under this Subsection 4 (iii). 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
Workers' Compensation coverage, the insurance company shall waive
14
DR FA 08.14.19
rights of subrogation against the Seller, its officers, employees, agents, and
representatives.
(iv) Automobile Liabil. 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 Subsection 4 (iv) and shall be written on an occurrence basis.
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 $2,000,000. 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, and it is further agreed that such
statement shall be made a part of the certificate of insurance furnished by Buyer to
Seller.
6. All insurance shall also meet the following requirements; unless otherwise agreed
to by the City's Risk Manager:
(i) Buyer shall furnish Seller a certificate or certificates of insurance showing
the type, amount, effective dates and date of expiration of the policies. All
such insurance shall be primary and noncontributory to any insurance or
self - insurance Seller may have. Certificates of insurance shall include any
insurance deductibles.
(ii) Should any required insurance coverage be canceled or materially altered
before the expiration term of the contract, it is the responsibility of the
contractor to notify the City of such within thirty (30) Days of the effective
date of the change.
(iii) The required insurance coverages and certificate or certificates of insurance
(except with respect to Worker's Compensation and Employers' Liability)
shall name the City of Roanoke, its officers, employees, agents, and
representatives as additional insureds.
(iv) Where waiver of subrogation is required with respect to any policy of
insurance required under this Section 17, such waiver shall be specified on
the certificate of insurance.
(v) Insurance coverage shall be in a form and with an insurance company
approved by Seller, which approval shall not be withheld unreasonably.
Any insurance company providing coverage under this Section 17 shall be
authorized to do business in the Commonwealth of Virginia.
(vi) Buyer's insurance policies and/or coverages shall not contain any
exclusions for the Contractor's subcontractors.
15
1) R k IA 08.14.19
(vii) The continued maintenance of the insurance policies and coverages
required by this Contract is a continuing obligation, and the lapse and/or
termination of any such policies or coverages without approved
replacement policies and/or coverages being obtained shall be grounds for
termination of the Contract for default.
(viii) Nothing contained in the insurance requirements is to be construed as
limiting the liability of Buyer, and/or its subcontractors, or their insurance
carriers. The City does not in any way represent that the coverages or the
limits of insurance specified are sufficient or adequate to protect Buyer's
interest or liabilities, but are merely minimums. The obligation of Buyer,
and its subcontractors, to purchase insurance shall not in any way limit the
obligations of Buyer in the event that the City or any of those named above
should suffer any injury or loss in excess of the amount actually recoverable
through insurance. Furthermore, there is no requirement or obligation for
the City to seek any recovery against Buyer's insurance company before
seeking recovery directly from Buyer.
SECTION 18. 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 Seller: City of Roanoke,
ATTN. City Manager
364 Noel C. Taylor Municipal Building
215 Church Avenue, SW
Roanoke, Virginia 24011
Fax No. 540- 853 -2333
If to Buyer: Executive Director
Roanoke Higher Education Center
108 N. Jefferson Street, Suite 208
Roanoke, VA 24016
with a copy to:
In
DR kPI 08.14 19
Notice shall be deemed delivered upon the date of personal service, two Days after deposit in the
United States mail, or the day after delivery to a nationally recognized overnight courier.
SECTION 19. TIME.
Time is of the essence in the performance of the parties' respective obligations in this Contract.
SECTION 20. SUCCESSORS AND ASSIGNS.
This Contract shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.
SECTION 21. COUNTERPART COPIES.
This Contract may be executed in one or more counterparts, and all such counterparts so executed
shall constitute one Contract binding on all of the parties hereto, notwithstanding that all of the
parties are not signatories to the same counterpart.
SECTION 22. CONSTRUCTION.
The parties acknowledge that each party and its counsel have reviewed and revised this Contract
and that the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this Contract or any amendments
or exhibits hereto.
SECTION 23. SEVERABILITY AND SURVIVAL.
if any term of this Contract is found to be invalid, such invalidity shall not affect the remaining
terns of this Contract, which shall continue in full force and effect. The parties intend for the
provisions of this Contract to be enforced to the fullest extent permitted by applicable law.
Accordingly, the parties agree that if any provisions are deemed not enforceable by any court or
agency of competent jurisdiction, they shall be deemed modified to the extent necessary to make
them enforceable. ALL TERMS AND CONDITIONS OF THIS CONTRACT TO BE
PERFORMED BY THE PARTIES POST - CLOSING SHALL SURVIVE CLOSING.
SECTION 24. COOPERATION.
Each party agrees to cooperate with the other in a reasonable manner to carry out the intent and
purpose of this Contract.
SECTION 25. AUTHORITY TO SIGN.
The persons who have executed this Contract on behalf of the parties represent and warrant they
are duly authorized to execute this Contract on behalf of their respective entity.
SECTION 26. NONWAIVER.
17
DR M 08.14.19
Each party agrees that any party's waiver or failure to enforce or require performance of any term
or condition of this Contract or any party's waiver of any particular breach of this Contract 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 Contract or a waiver of any other breaches of the Contract
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 Contract 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 Contract or by law.
SECTION 27. FAITH BASED ORGANIZATIONS.
Pursuant to Virginia Code Section 2.2.-4343. 1 be advised that the City does not discriminate
against faith -based organizations.
SECTION 28 EQUAL EMPLOYMENT OPPORTUNITY.
During the performance of this Contract, Buyer agrees as follows:
(a) Buyer will not discriminate against any employee or applicant for employment because of
race, religion, color, sex, national origin, age, disability, or any other basis prohibited by
state law relating to discrimination in employment, except where there is a bona fide
occupational qualification reasonably necessary to the normal operation of the Property.
Buyer agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
(b) Buyer, in all solicitations or advertisements for employees placed by or on behalf of Buyer,
will state that Buyer is an equal opportunity employer.
(c) Notices, advertisements and solicitations placed in accordance with federal laws, rules or
regulations shall be deemed sufficient for the purpose of meeting the requirements of this
section.
(d) Buyer will include the provisions of the foregoing subsections in every contract or purchase
order of over ten thousand dollars and no cents ($10,000.00) so that the provisions will be
binding upon each Buyer or vendor.
SECTION 29: CONFLICT BETWEEN PLANS AND CONTRACT TERMS.
Seller and Buyer agree that the provisions of the Plans and other documents provided by Buyer to
Seller are intended to be consistent with the terms of this Contract. However, if any of Seller -
supplied documents and .ior the Plans are in conflict with the terms of this Contract, the parties
agree that the terms of this Contract shall control, unless the parties mutually agree otherwise in a
writing signed by both parties.
18
1) R \F"1 08.14.11
SECTION 30. FORCE MAJEURE.
A delay in or failure of performance by any party shall not constitute a default, nor shall Seller or
Buyer be in breach of this Contract, if and to the extent that such delay, failure, loss, or damage is
directly caused by an occurrence beyond the reasonable control of such party and its agents,
employees, contractors, subcontractors, and consultants, which results from Acts of God or the
public enemy, compliance with any order of or request of any governmental authority or person
authorized to act therefore, acts of declared or undeclared war, public disorders, rebellion,
sabotage, revolution, earthquake, floods, riots, strikes, labor or employment difficulties, delays in
transportation, inability of party to obtain necessary materials or equipment or permits due to
existing or future laws, rules, or regulations of governmental authorities or any other direct causes,
and which by the exercise of reasonable diligence said party is unable to prevent. For purposes of
this Contract any one delay caused by any such occurrence shall not be deemed to last longer than
six (6) months and all delays caused by any and all such occurrences under any circumstances
shall not be deemed to last longer than a total of six (6) months. Any party claiming a force
majeure occurrence shall give the other party written notice of the same within thirty (30) Days
after the date such claiming party learns of or reasonably should have known of such occurrence,
or any such claim of force majeure shall be deemed waived. Notwithstanding anything else set
forth above, after a total of six (6) months of delays or failure of performance of any type have
been claimed as being subject to force majeure, no further delays or failure of performance or
claims of any type shall be claimed as being subject to force majeure and /or being excusable delay.
SECTION 31. ENTIRE CONTRACT.
This Contract, together with the exhibits hereto, contains all representations and the entire
understanding between the parties hereto with respect to the subject matter hereof. Any prior
correspondence, memoranda, or contracts are replaced in total by this Contract and the exhibits
hereto. No amendment to this Contract shall be valid unless made in writing and signed by the
appropriate parties.
SIGNATURE PAGES TO FOLLOW
19
DR.kFT 108.14.1()
IN WITNESS WHEREOF, Buyer and Seller have executed this Contract by their authorized
representatives.
ATTEST:
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE, to -wit:
CITY OF ROANOKE, VIRGINIA
Robert S. Cowell, Jr., City Manager
The foregoing instrument was acknowledged before me this _day of !. , 2019, by Robert
S. Cowell, Jr., City Manager for the City of Roanoke, Virginia, a Virginia municipal corporation,
for and on behalf of said municipal corporation.
My commission expires:
Notary Public
SEAL
WITNESS /ATTEST: ROANOKE HIGHER EDUCATION
AUTHORITY
By: -- - - - - --
Name:
Title:
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE, to -wit:
The foregoing instrument was acknowledged before me this day of , 2019, by
the _ of Roanoke Higher Education Authority, a
political subdivision of the Commonwealth of Virginia, for and on behalf of such entity.
My commission expires:
Notary Public
SEAL
70
1) R 1 F 1 08.14,19
Approved as to Fonn: Approved as to Execution:
Assistant City Attorney Assistant City Attorney
Authorized by Ordinance No.
21
1) R.k F F 08.14,19
Contract for Purchase and Sale of Real Property
dated by and between
City of Roanoke Virginia, as Seller, and
Roanoke Higher Education Authority, as Buyer
EXHIBIT A
Description of Property
22
Q
I ol�
LANDSCAPED PEDESTRIAN AREA
THE ROANOKE HIGHER EDUCATION CENTER
DR \1- t 08.14.19
Contract for Purchase and Sale of Real Property
dated _ _ by and between
City of Roanoke Virginia, as Seller, and
Roanoke Higher Education Authority, as Buyer
EXHIBIT B
Buyer's Proposal
23
Roanoke Higher Education Center Authority
FY 2019 -2020 Budget Submission
Capital Budget Request
Title: Provide additional funding to create an economic development opportunity for the
Roanoke region, expand the campus footprint and to honor Oliver White Hill who grew up and
practiced law for a time in Roanoke.
Agency Description: Roanoke Higher Education Authority requests additional funding of
$100,000 to create a courtyard /plaza to expand the campus footprint, establish an outdoor
learning environment for culinary arts, promote the education of civil rights in Virginia and
America, add to the regions tourism opportunities, and commemorate the legacy of Oliver White
Hill (OWH) whose life work improved educational opportunities for all people.
The Authority received $328,000 for this capital project on July 1, 2019. After reaching out to
stakeholders, including members of Roanoke City Council, the Roanoke Chapter NAACP, the
Board of Trustees of the Roanoke Higher Education Authority, and community groups,
additional funds are needed for this project. We also reached this conclusion after research of
Hill's autobiography and the book "We Face the Dawn," written by Margaret Edds. The
additional design work and interpretative signage are major reasons for upgrading our plans.
Details include:
• An historic roadside marker on Centre Avenue, adjacent to the Roanoke Higher Education
Center, denoting where the law office of Mr. Hill was located in the late 1930's
• Seven markers of granite and engravings on the seat wall and brick walkway to illustrate
significant events in his life s work
• Illumination on the seating wall and walk way to enhance the appearance
• Photographs of Hill to be placed along the seat wall
• Embossed etchings of Hill and his colleagues who worked together to advance civil rights
to be provided on the fronts of the seat walls
• Pathway markers containing quotes from Mr. Hill and significant court cases relating to
admission to higher education, teacher pay, and de- segregation of public education
• Features to provide social studies lessons for school children as well as adults and tourists
who visit
• Citations from his Presidential Medal of Freedom
• Audio features explaining his contributions
• The history of Henry Street and the Gainsboro community during Hill's time in Roanoke
(Schematic drawing attached)
Oliver White Hill moved to Roanoke at the age of six and his formative years were spent in
Gainsboro. He attended Harrison School in Roanoke until 1923 when he moved to Washington,
D.C. to attend Dunbar High School and Howard University where he received his undergraduate
and law degrees. For about two years (1936 -1938) he practiced law in Roanoke.
The Oliver White Hill Foundation and the Roanoke Higher Education Authority have been
working together on this project for over a year. The idea of the courtyard /plaza grew out of
discussions with the Authority Board beginning in June 2018. The Memorandum of
Understanding (MOU) between the Oliver White Hill Foundation and the Roanoke Higher
Education Authority was signed August 7, 2018 (attached).
This courtyard/ plaza will continue commemoration of Mr. Hill's life that has already taken place
in Roanoke, which include installation of an historic marker at Hill's childhood home on 401
Gilmer Avenue in November, 2018 and the naming of the Roanoke City courthouse as the Oliver
W. Hill Justice Center in May, 2019.
The location of the courtyard /plaza will be constructed where the existing City of Roanoke's
parking lot separates the main building of the Center with the newly expanded Claude Moore
Education Complex, which houses Virginia Western's culinary arts program. Drafting of the deed
of the City's property to the Authority and the bill of sale are in progress. An RFP to begin
construction will be published once state and local approvals are obtained.
The Oliver White Hill courtyard /plaza lies within 100 feet of the Martin Luther King Memorial
Plaza and Pedestrian Bridge. It is also within the Henry Street National Register Historic District,
a significant African American cultural and economic center (circa 1920 -1960) that was adversely
affected by urban renewal.
The commemorative courtyard/ plaza will educate visitors and students regarding the
contributions of Oliver White Hill to the advancement of civil rights and education for all persons.
In addition, the courtyard /plaza will further revitalization of Henry Street and the Gainsboro
neighborhood.
Consequences for not funding this project: The Oliver White Hill Foundation is ready to move
forward in capturing the story of Hill and Gainsboro. The president of the Foundation, Ramona
Taylor, has voiced strong support for bringing recognition to Mr. Hill's work and the role he
played in equality to all people to pursue educational opportunities. Ms. Taylor has approved the
revised design of this project and she and members of her board believe this is an important way
to honor this historic civil rights attorney. (Letter of support attached)
Costs for the total project include:
Demolition
$72,458.30
Site Improvements
$56,450.00
Earthwork
$45,540.00
Plantings
$44,840.00
Interpretative si a e
$69,030.00
Utilities
$49,120.00
Pavements
$54,136.75
Contingency
$39,157.51
TOTAL
$430,732.56
Difference between the new total and the receipt of $328,000 = 102,732.65
Project estitnates provided lnj Hill Studio Architects, a Roanoke firm specializing in
comniunihj planning, landscape architecture, architecture and historic preservation.
SHERMAN M STOVALL, ASSISTANT CITY MGR
215 CHURCH AVE SW, ROOM 364
ROANOKE, VA 24011
Date Category
09/18/2019 Legal Notices
NOTICE OF PUBLIC HEARING
Pursuant to the requirements of
Sections 15.2 - 1800.8 and 15.2 -1813,
Code of Virginia (1950), as amended,
notice is hereby given that the Council
of the City of Roanoke will hold a public
hearing on September 16. 2019, at 7:00
p.m., or as soon thereafter as the
matter may be heard, in the Council
Chamber, 4th Floor, Room 450, Noel C.
Taylor Municipal Building, 215 Church
Avenue. S.W., Roanoke, Virginia 24011,
on a proposed Contract for Purchase
and Sale of Real Property (Contract)
between the City of Roanoke, Virginia
(City) and Roanoke Higher Education
Authority (Buyer), wherein the City
proposes to sell to Buyer a portion of
certain real property consisting of
approximately 0.370 acres of City -
owned property (Property) and being a
Portion of City -owned property located
at 23 Centre Avenue, N.W., Roanoke,
Virginia, designated as Official Tax
Map No. 2013016 (City Parcel), for the
sum of $10.00, together with other
consideration and performance of
other obligations by Buyer, for the
development of a landscaped
pedestrian plaza and courtyard and
related improvements.
A copy of the proposed Contract and
Ordinance will be available at the City
Clerk's Office, Room 456, Noel C. Taylor
Municipal Building, 215 Church Avenue,
S.W., Roanoke, Virginia 24011, on and
after Monday, September 9, 2019. For
further information on the matter. you
may contact the City Clerk's Office at
(540) 853 -2541.
All parties and interested entities may
appear on the above date and time to
be heard on the above matter.
If you are a person with a disability
who needs accommodations for this
hearing, please contact the City Clerk's
Office at (540) 853 -2541, before 12:00
Noon on Thursday, September 12, 2019.
Given under my hand this 9th day of
September 2019.
Stephanie M. Moon Reynolds. MMC
City Clerk
(991938)
The Roanoke Times
Roanoke, Virginia
Affidavit of Publication
Description
Ad Size
NOTICE OF PUBLIC HEARING Pursuant to the requirements 1 x64 L
U
Publisher of the
Roanoke Times
Account Number
6017304
EDate�
September 09, 2019
I, (the undersigned) an authorized representative of the
Roanoke Times, a daily newspaper published in Roanoke, in the
State of Virginia, do certify that the annexed notice NOTICE OF
PUBLIC HEARING was published in said newspapers on the
following dates:
09/09/2019
The First insertion being given ... 09/09/2019
Newspaper reference: 0000991938
Billin presentative
Sworn to and subscribed before me this Monday, September 9, 2019
Notary Public
KiIllirerty li. Harris
State of Virginia NOTARY PUBLIC
Commonwealth of Virginia
City/County of Roanoke Notary Registraiioo Nurnber 356753
My Commission expires Commiwsion E;rnires January 31, 2021
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
Total Cost
361.84
�
NOTICE OF PUBLIC HEARING
Pursuant to the requirements of Sections 15.2 - 1800.13 and 15.2 -1813, Code of Virginia
(1950), as amended, notice is hereby given that the Council of the City of Roanoke will hold a
public hearing on September 16, 2019, at 7:00 p.m., or as soon thereafter as the matter may be
heard, in the Council Chamber, 4th Floor, Room 450, Noel C. Taylor Municipal Building, 215
Church Avenue, S.W., Roanoke, Virginia 24011, on a proposed Contract for Purchase and Sale of
Real Property (Contract) between the City of Roanoke, Virginia (City) and Roanoke Higher
Education Authority (Buyer), wherein the City proposes to sell to Buyer a portion of certain real
property consisting of approximately 0.370 acres of City -owned property (Property) and being a
portion of City -owned property located at 23 Centre Avenue, N.W., Roanoke, Virginia, designated
as Official Tax Map No. 2013016 (City Parcel), for the sum of $10.00, together with other
consideration and performance of other obligations by Buyer, for the development of a landscaped
pedestrian plaza and courtyard and related improvements.
A copy of the proposed Contract and Ordinance will be available at the City Clerk's Office,
Room 456, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia
24011, on and after Monday, September 9, 2019. For further information on the matter, you may
contact the City Clerk's Office at (540) 853 -2541.
All parties and interested entities may appear on the above date and time to be heard on the
above matter.
If you are a person with a disability who needs accommodations for this hearing, please
contact the City Clerk's Office at (540) 853 -2541, before 12:00 Noon on Thursday, September 12,
2019.
Given under my hand this 9th day of September 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
Note to Publisher:
Please publish once in the Roanoke Times, legal notices, on Monday, September 9, 2019.
Please send affidavit of publication to:
Stephanie M. Moon Reynolds, MMC, City Clerk
4th Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 456
Roanoke, Virginia, 24011
Phone: (540) 853 -2541
Send Invoice to:
R. Brian Townsend, Assistant City Manager for Operations
Yd Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011
Phone: (540) 853 -2333
NOTICE OF PUBLIC HEARING
The Council of the City of Roanoke will hold a public hearing on September 16, 2019, at
7:00 p.m., or as soon thereafter as the matter may be heard, in the Council Chamber, 4th Floor,
Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia 24011, on a
proposed Contract for Purchase and Sale of Real Property between the City of Roanoke and
Roanoke Higher Education Authority, being a portion of City -owned property located at 23 Centre
Avenue, N.W., Roanoke, Virginia for the sum of S 10.00, together with other consideration and
performance of other obligations by Roanoke Higher Education Authority, for the development of
a landscaped pedestrian plaza and courtyard and related improvements.
All parties and interested entities may appear on the above date and time to be heard on the
above matter.
If you are a person with a disability who needs accommodations for this hearing, please
contact the City Clerk's Office at (540) 853 -2541, before 2:00 p.m. on Monday, September 16,
2019.
Given under my hand this 12th day of September 2019.
Stephanie M. Moon Reynolds, MMC
City Clerk
Note to Publisher:
Please publish once in the Roanoke Tribune, on Thursday, September 12, 2019.
Please send affidavit of publication to:
Stephanie M. Moon Reynolds, MMC, City Clerk
City of Roanoke
4`h Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 456
Roanoke, Virginia, 24011
Phone: (540) 853 -2541
Send Invoice to:
R. Brian Townsend, Assistant City Manager for Operations
City of Roanoke
3rd Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011
Phone: (540) 853 -2333
STEPHANIE h7. MOON REYNOLDS, M,ti'IC
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: clerkiiroanokeva.gov
AL
Blue Eagle Partnership, LLC
First Baptist Church - Gainsboro
SW VA Civil Rights Action Center, Inc.
Roanoke Higher Education Authority
Ladies and Gentlemen:
CECELIA F. MCCOY, CIN'IC
Depute City Clerk
(gust 27, 2019 CECELIA T. WEBB, CIVIC
Assistant Deputy City Clerk
Historic Gainsboro Preservation
District, Inc.
Gainsborough Southwest Community
Organization, Inc.
A public hearing has been advertised to be heard by the City Council on Monday,
September 16, at 7:00 p.m. in the City Council Chamber, fourth floor, Room 450,
Noel C. Taylor Municipal Building, 215 Church Avenue, S. W., regarding a proposed
Contract for Purchase and Sale of Real Property between the City of Roanoke, Virginia
and Roanoke Higher Education Authority, wherein the City proposes to sell to Buyer a
portion of certain real property consisting of approximately 0.370 acres of City -owned
property and being a portion of City -owned property located at 23 Centre Avenue, N.W.,
Roanoke, Virginia. (See copy of the Public Hearing Notice attached.)
This communication is being shared with you as an interested party or adjacent property
owner. Please contact the City Attorney's Office at (540) 853 -2541 should you have
questions or concerns regarding the above - mentioned matter.
Questions regarding the City Council public hearing may be directed to the City Clerk's
Office at (540) 853 -2541.
Sincerely,
Stephanie M. Moon Reynol s, MMC
City Clerk
Enclosure
C: Daniel J. Callaghan, City Attorney
DocuSign Envelope ID: 8A4A3522- BADE - 4627- A1F9- B63CD4202481
VIRGINIA:
IN THE COUNCIL OF THE CITY OF ROANOKE
IN THE MATTER OF )
DENIAL OF APPLICATION FOR ) PETITION FOR APPEAL
CERTIFICATE OF APPROPRIATENESS )
CERTIFICATE NO. COAB19 -0007
This is a Petition for Appeal from a decision of the Architectural Review
Board under Section 36.2- 530(c)(5) of the Zoning Ordinance of the Code of
the City of Roanoke (1979), as amended.
1. Name of the Petitioner(s): NEW LEGACY PARTNERS LLC
2. Doing business as (if applicable): NOT APPLICABLE
3. Street address of property which is the subject of this appeal:
801 MARSHALL AVENUE SW ROANOKE VA 24016
4. Overlay zoning (H -1, Historic Downtown Overlay District, or H -2,
Historic Neighborhood Overlay District) of property(ies) which is the
subject of this appeal: H -2
5. Date the hearing before the Architectural Review Board was held at
which the decision being appealed was made: JUNE 13, 2019
6. Section of the Code of the City of Roanoke under which the Certificate
of Appropriateness was requested from the Architectural Review Board
(Section 36.2 -330, if H -1 or Section 36.2 -331, if H -2): SECTION 36.2 -331
7. Description of the request for which the Certificate of Appropriateness
was sought from the Architectural Review Board:
REPLACE STAMPED METAL ROOF ON MAIN ROOF WITH ARCHITECTURAL SHINGLES.
R09F 94-REAR PORG'' R-09F WIT'' STANDING SEAM.
8. Grounds for appeal: ARBITRARY AND CAPRICIOUS RULING
9
Name, title, address and telephone number of person(s) who will
represent the Petitioner(s) before City Council:
NANCY BAER, nancy.e.baer @verizon.net, 202.270.9213
DocuSign Envelope ID: 8A4A3522- BADE - 4627- A1F9- B63CD4202481
WHEREFORE, your Petitioner(s) requests that the action of the
Architectural Review Board be reversed or modified and that a Certificate of
Appropriateness be granted.
Signature of Owner(s)
(If not Petitioner):
Name:
(print or type)
Name:
(print or type)
Signature of Petitioner(s) or
representative(s), where
applicable:
5 Docu4S16ig9n5e7d E Cby:
Name: SPENCER BRAND for NEW LEGACY PARTNERS LLC
(print or type)
Name:
(print or type)
TO BE COMPLET D BY CITY CLERK:
4 Received b Date: Vt.N►.
'19 .1114-2 11 1 . ���
STEPHANIE M. MOON REYNOLDS, NiMC
Cite 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: clerkCa roanokeva.go%'
August 20, 2019
Nancy E. Baer, Managing Partner
Spencer Brand, Managing Partner
New Legacy Partners, LLC
4010 Millcreek Drive
Annandale, Virginia 22003
Dear Mr. Brand and Ms. Baer:
CECELIA F. MCCOY, CN1C
Depute Cit,, Clerk
CECELIA T. WEBB, CMC
Assistant Depute City Clerk
Your request for a continuance regarding a Petition for Appeal on a decision of the
Architectural Review Board denying an amended Certificate of Appropriateness to
replace stamped metal roof on main roof with architectural shingles, replace standing on
wrap- around porch and roll rubber roof on rear porch with standing seam roof at 801
Marshall Avenue, S. W., was before the Council of the City of Roanoke at its regular
meeting held on Monday, August 19, 2019.
On motion, duly seconded and unanimously adopted, the matter was continued until
Monday, September 16, 2019, in the Council Chamber at 7:00 p.m., or as soon
thereafter as the matter may be heard.
Sincerely,
#440�� hn 0046.0
Stephanie M. Moon Reynolds, MC
City Clerk
PC: Robert S. Cowell, City Manager
Daniel J. Callaghan, City Attorney
Timothy Spencer, Senior Assistant City Attorney
Wayne Leftwich, Senior City Planner
Parviz Moosavi, Agent, Architectural Review Board
Donna Payne, Secretary, Architectural Review Board
DocuSign Envelope ID: 0065C6DD- 7BBA- 49EF- BA5D- 4154C808BFOD
August 1, 2019
New Legacy Partners LLC
4010 Millcreek Drive
Annandale, VA 22003
City of Roanoke
Office of the City Clerk
215 Church Avenue, S.W., Suite 456
Roanoke, VA 24011 -1536
RE: ARB Petition for Appeal - 801 Marshall Avenue SW
Dear Ms. Moon Reynolds,
We are writing to request an extension of the City Council meeting date currently scheduled for August
19, 2019 on the matter referenced above to the next available meeting date. We did not receive
notification of this meeting date and our representative is unable to attend due to a scheduling conflict.
Best Regards,
DocuSigned by:
532644E8B5F1415
Spencer Brand
Managing Partner
STEPHANIE M. MOON REYNOLDS, MMC
City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Suite 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (540) 853 -1145
E -mail: clerk @roanokeva.gov
REVISED
August 1, 2019
The Honorable Mayor Sherman P. Lea, Sr.
and Members of the Roanoke City Council
Roanoke, Virginia
Dear Mayor Lea and Members of Council:
CECELIA F. MCCOY, CMC
Deputy City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
I am enclosing copy of a Petition for Appeal filed by Spencer Brand regarding a decision
of the Architectural Review Board at its meeting on June 13, 2019, denying an amended
Certificate of Appropriateness to replace stamped metal roof on main roof with
architectural shingles, replace standing seam roof on wrap- around porch and roll rubber
roof on rear porch roof with standing seam roof at 801 Marshall Avenue, S. W., which is
not consistent with the H -2, Historic Neighborhood Overlay District Guidelines. The
Petition was received in the City Clerk's Office on Monday, June 24, 2019.
Section 36.2- 530(c)(5), Certificate of Appropriateness, Code of the City of Roanoke
(1979), as amended, provides that any property owner aggrieved by any decision of the
Architectural Review Board may present to the City Council a petition appealing such
decision, provided such petition is filed within 30 calendar days after the decision is
rendered by the Board. The Council shall schedule a public meeting and render a
decision on the matter within 60 calendar days of receipt of the petition, unless the
property owner and the Agent to Architectural Review Board agree to an extension.
The Council may affirm, reverse or modify the decision of the Architectural Review
Board, in whole or in part, or refer the matter back to the Board.
With the concurrence of City Council, a public meeting will be scheduled for Monday
August 19, 2019, at 7:00 p.m., or as soon thereafter as the matter may be heard, to
render a decision with regard to the Petition for Appeal filed by Mr. Brand.
Sincerely,
�' `'�✓
Stephanie M. Moon Re olds, C
City Clerk
Enclosure
REVISED
The Honorable Mayor Sherman P. Lea, Sr.
and Members of Roanoke City Council
August 1, 2019
Page 2
pc: Spencer Brand and Nancy Baur, New Legacy Partners, LLC, 4010 Millcreek
Drive, Annandale, Virginia 22003
Robert S. Cowell, City Manager
Daniel J. Callaghan, City Attorney
Timothy Spencer, Senior Assistant City Attorney
Wayne Leftwich, Senior City Planner
Parviz Moosavi, Agent, Architectural Review Board
Donna Payne, Secretary, Architectural Review Board
OF RO
Off'
CITY COUNCIL AGENDA REPORT
�INZ�
To: Honorable Mayor and Members of City Counci
Meeting: September 16, 2019
Subject: Appeal of a decision of the Architectural Review Board (ARB) at its
June 13, 2019, meeting to deny an application to replace stamped
metal roof on main structure with architectural shingles, replace
the standing seam roof on wrap around porch with standing seam,
and replace the roll rubber roof on the rear porch with standing
seam at 801 Marshall Avenue, S.W.
The subject property is a 2-112 story residential structure situated on a corner
lot. The building, constructed in 1910, is located within the Old Southwest
Historic Neighborhood Overlay District (H -2). Exterior alterations are subject to
review and approval by the Architectural Review Board (ARB) prior to submitting
a building permit application to the City Permit Center.
Background:
On March 4, 2019, a Certificate of Appropriateness (COA) application was
received from the applicant to "Replace severely deteriorated stamped metal
roof on main house with architectural shingles, Replace a standing seam roof
on the wrap around porch with architectural shingles, and Replace roll rubber
roof on rear porch with architectural shingles "(Exhibit A).
The COA application (COABI 9 -0007) was scheduled for ARB review on April 1 1,
2019- however, the applicant's representative failed to attend the ARB meeting.
Therefore, the ARB continued the application to the May 9, 2019, meeting.
On May 9, 2019, staff received a telephone call from the applicant that the
applicant's representative would not be attending the ARB meeting.
On June 13, 2019, the applicant attended the ARB meeting and a presentation
was made by the applicant and the applicant's representative. The applicant
requested to amend the COA application to replace stamped metal roof on the
main structure with architectural shingles, replace the standing seam roof on
the wrap around porch with standing seam, and replace the roll rubber roof on
the rear porch with standing seam. Staff had recommended denial of the COA
application on the grounds that the proposed architectural shingles did not
have the same visual appearance of the existing stamped metal roof in terms of
scale, pattern, texture, and color. A copy of the Staff Report is attached (Exhibit
B).
The ARB denied the applicant's amended application by a vote of 3 -2. The
majority based its decision on the fact that replacing the stamped metal roof of
the main house with architectural shingles was not consistent with the H -2
Design Guidelines. No issues were noted with the amended COA application to
replace the standing seam metal roof on the wrap- around porch with standing
seam metal roof and the roll rubber roof on the rear porch with standing seam
metal roof.
On June 17, 2019, notice was sent to the applicant providing the reason for the
ARB denial of the COA application and the means to appeal the ARB decision to
the City Council should the applicant wish to do so (Exhibit Q.
On dune 24, 2019, the applicant filed a petition with the City Clerk's Office
appealing the ARB decision to deny the application (Exhibit D).
Findings:
The H -2 Historic Neighborhood Overlay District was designated a National
Historic District in 1985. The district is a large urban residential neighborhood
that encompasses 1,547 contributing structures developed between 1 882 and
1930, a period of tremendous growth and prosperity in the City of Roanoke's
early history. It is primarily a residential district, consisting of a variety of
popular domestic architectural styles.
The City of Roanoke created the H -2 district to:
• Identify properties (buildings, landmarks, structures, and areas) of
architectural, cultural, and historic significance within the City that are on
or are eligible for inclusion on the Virginia Landmark Register or National
Register of Historic Places;
• Encourage the preservation, enhancement, and maintenance of such
properties; and
• Develop and maintain appropriate settings and environments for
properties.
As in many other historic districts, the structures in the H -2 district have gone
through changes throughout the years. Fortunately, many structures have
retained their architectural integrity due to the efforts of the property owners,
the area residents, the City of Roanoke, and other historic preservation- minded
organizations and individuals.
K
The original stamped metal roof of the subject property is a contributing
element to the historic district.
Considerations:
The H -2 Architectural Design Guidelines (Guidelines) adopted by the ARB and
endorsed by City Council provide recommendations for exterior alterations to
buildings. The ARB uses the Guidelines during its monthly meetings to consider
applications related to alterations, additions, and new construction within the
established historic districts. Approved proposals are granted a Certificate of
Appropriateness (COA), which is necessary to obtain permits from the Permit
Center in the Planning, Building, and Development Department.
The H -2 Architectural Design Guidelines follow the Secretary of Interior's
Standards for Rehabilitation, which are generally recognized criteria for
appropriate treatment of historic buildings and contexts. The following
Guidelines for roofs are relevant to consideration of this application:
"Avoid replacing roofs with a substitute material that does not convey the same
visual appearance of the historic roof."
"Use substitute materials or replacement parts that retain the visual appearance
of the original roof and that are physically and chemically compatible.
Substitute materials should match the original in:
scale, pattern, texture, and color."
Surrounding Properties:
A majority of the surrounding properties have maintained their historic
stamped metal or tin roofs (Exhibit E).
Recommended Action:
The existing stamped metal roof is a character - defining feature of the existing
historic building. Architectural shingles do not match the scale, pattern, texture
nor color of the stamped metal roof. In -kind replacement material is readily
available and has recently been used in the Old Southwest Historic District
(Exhibit F). The Architectural Review Board finds the application inconsistent
with the H -2 Architectural Design Guidelines as noted in this report. Therefore,
the ARB recommends that the City Council affirm the ARB decision to deny the
issuance of a Certificate of Appropriateness allowing replacement of the
existing stamped metal roof on the main house with architectural shingles at
801 Marshall Avenue, S.W.
3
A41
fj�ohn Ful on, Chai
Architectural Review Board
Enclosures: Exhibit A through Exhibit F
c: Robert Cowell, City Manager
R. Brian Townsend, Assistant City Manager
Chris Chittum, Director of Planning Building & Development
Ian Shaw, Planning Administrator
Jillian Papa Moore, Zoning Administrator
Wayne Leftwich, Senior Planner
Parviz Moosavi, Historic Preservation Planner
Daniel J. Callaghan, City Attorney
Timothy Spencer, Assistant City Attorney
Spencer Brand, New Legacy Partners, LLC
Nancy Baer, New Legacy Partners, LLC
Bob Long, Commonwealth Roofing Specialist, LLC
51
EXHIBIT
DocuSign Envelope ID: 30D3C497- 76OA- 495C- AElB- OFFCD5404D76
H -2, Historic Neighborhood Overlay District
Application for Certificate of Appropriateness RECEIVED
Date of Application 03/01/2019
MAR 0 4 2019
Site Address 1801 Marshall Avenue SW Roanoke VA 24016 CITY OF ROANOKE
PLANNING BUILDING &
Property Owner: DEVELOPMENT
Name: (New Legacy Partners LLC
Address: 14010 Millcreek Drive
City: nnandale State: Zip Code: 22003
Phone Number: 1 7033955847 E -Mail: spencer.c.brand @gmail.com
Owner's Representative (if applicable
Name: Bob Long, Commonwealth Roofing Specialist, LLC
Address: 11307 Maple Avenue SW
City: Roanoke State: kA — Zip Code: 24016
Phone Number: 1 5407591825 E -Mail: crsllc2 @verizon.net
Application Prepared By: INew Legacy Partners LLC
Current Use_ r" Single - Family r Two - Family (Duplex) jx Multifamily r Townhouse F Commercial
If Commercial Describe Use:
Project Type: rx— Roof F Porch F Windows and Doors F- New Construction F Signs F_ Walls and Fences
F Parking and Paving (" Demolition F_ Other:
*PLEASE USE ATTACHED SHEET FOR PROJECT DESCRIPTION.
Acknowledgement of Responsibility; I understand that all applications requiring review by the ARB must be complete and must be
submitted before application deadlines; otherwise consideration will be deferred to the following meeting. I agree to comply with the
conditions of this certificate and all other applicable city regulations and to pursue this project in strict conformance with the plans
approved by the ARB. I understand that no changes are permitted without prior approval by the City.
Signature of Property Owner: �fU&tV ��J Date: 03/01/2019
FD6416957ECC437...
Section Below to be Completed by Staff
Certificate Number: /1 g q _ O� r', Approval By: FRB I Agent
l.IJ!"1 Other approvals needed:
Tax Parcel Number: ` 1 _-5 3-7 j— Zoning Permit
Base Zoning District: �2 -.�M, / k _ 2 _ F_ uilding Permit
Agent, Architectural Review Board:
I— BZA /Planning Commission
F Other
Date:
DocuSign Envelope ID: 30D3C497- 76OA- 495C- AE18- OFFCD5404D76
H -2, Historic Neighborhood Overlay District
Detailed Project Description
Site Address: 1801 Marshall Avenue SW Roanoke VA 24016
Property Owner: INew Legacy Partners LLC
Project
Description:
Additional information to be submitted:
rx Photographs F Site Plan f—I Elevation Drawings r Sample, Photograph, or Catalog Pictures of Proposed Material
F Other:
Signs of the leaks on the interior
Signs of the leaks on the interior
Daylight seen inside the attic space
ROANOKE
EXHIBIT
PLANNING BUILDING AND DEVELOPMENT
Noel C. Taylor Municipal Building AGENDA ITEM W. B. III. A.
215 Church Avenue, SW, Room 170
Roanoke, Virginia 24011
540853.1730
planning(a)roanokeva qov
Mr. John Fulton, Chair,
and Members of the Architectural Review Board
Roanoke, Virginia
Dear Members of the Board:
No Updates
June 13, 2019
Subject: 801 Marshall Avenue, S.W. (Official Tax Map No. 1 1 13137)
Request from New Legacy Partners, LLC, represented by Bob Long
with Commonwealth Roofing Specialist, LLC, that includes replacing
stamped metal roof on main house with architectural shingles,
replacing standing seam roof on wrap around porch with
architectural shingles, and replacing roll rubber roof rear porch
with architectural shingles.
The subject site is a corner lot consisting of a 2-112 story multi - family residence
constructed in 1910, located within the Historic Neighborhood Overlay District
(H -2). All exterior alterations are subject to review and approval by the ARB
prior to submitting a building permit application to the City Permit Center.
Background:
The main structure includes asbestos siding, wood trim, one - over -one pane
wood windows, hipped and gabled roofs with stamped metal, wood soffits, and
fascia. The house also features a wrap- around front porch with a standing seam
metal roof supported by round wooden Ionic columns on painted brick piers.
The front porch also includes a projected pediment supported by paired Ionic
columns, painted brick piers, and concrete steps leading to the front door.
The applicant is requesting approval to replace the existing pressed metal
shingles on the roof of the main structure and the standing seam metal on the
roof of the front wrap- around porch with architectural shingles. In addition, the
existing roll rubber roofing on the rear porch is proposed to be replaced with
architectural shingles.
Findings:
The H -2 Architectural Design Guidelines recommend the following:
Architectural Review Board Agenda Report
801 Marshall Avenue, S.W.
°"'d' '12!9 May 9-2019 June 13, 2019
Basic Design Principles
Page 2 of 6
• Maintain original materials and features that characterize a building and
make it unique. Architectural materials and features are considered
significant if they: are original; reflect a particular architectural style; are
examples of quality craftsmanship or design; or reflect changes associated
with a major event in the history of the building.
• Repair deteriorated materials instead of removing or replacing them.
• Replace deteriorated materials and features that cannot be repaired with new
elements of the same design and material.
The existing pressed metal shingle roof on the main structure and the
standing seam metal roof on the front wrap - around porch are unique
architectural features of this house and should be maintained.
The applicant should make all efforts to repair the existing pressed
metal shingles roof and the existing standing seam metal roof over the
wrap- around front porch instead of proposing to replace with
architectural shingles.
Roo s
Retaining Existing Roofs
• Identify and keep the original materials and features of roofs, including:
overall shape and form, chimneys, patterning and colors,
built -in gutters, finials, ridge caps, cresting and snow guards,
and valleys.
• Retain historic roofing materials, such as slate, clay tile, wood shingles,
or metal that are still in good overall condition. If a limited area of
historic roofing materials is damaged or deteriorated, repair with
compatible materials is recommended rather than the removal and
replacement of the entire roof surface. If owners choose to remove and
replace their historic roofing material they must first present sufficient
evidence and information to the ARB regarding the condition of the roof
and feasibility of repair.
The original roofing material, their shapes and forms should be
maintained. The existing pressed metal shingles roof on the main house
and the existing standing seam metal roof on the wrap - around front
porch appear to be in good condition. There is one finial at the center of
the main structures'roof and should be maintained.
Architectural Review Board Agenda Report
801 Marshall Avenue, S.W.
April 19 2019- May 9, 2019 June 13, 2019
Page 3 of 6
The applicant has attempted to repair the roof, but the applicant has
not provided documentation including pictures of the damages and
receipts of the attempted repairs. Sufficient evidence has not been
provided regarding the condition of either roof.
Replacing Existing or Missing Elements
• Avoid replacing roofs with a substitute material that does not convey the
same visual appearance of the historic roof. Replacing a standing seam
metal roof with asphalt shingles, for example, dramatically alters the
building's appearance. If replacement is not technically feasible, the
substitute material should convey the same visual appearance of the
original roof as much as possible.
Replacement and Substitute Materials
• When the use of traditional roofing materials is not feasible, suitable
alternative materials may be used.
• When it is not feasible to replace standing seam and pressed -metal roofs
with the same materials, first explore the use of prefabricated metal roof
systems.
• When replacing roofing materials, be sure to reinstall or replace
associated roof detailing, such as ridge caps and snow guards.
• Use substitute materials or replacement parts that retain the visual
appearance of the original roof and that are physically and chemically
compatible. Substitute materials should match the original in:
scale, pattern, texture, and color
If the roof requires repair and cannot be repaired with compatible
materials, the applicant should seek alternative roofing material with a
design and material consistent with the existing roofing material. The
applicant was provided with information on alternative roofing products
that would retain the visual appearance of the stamp metal and tin roof.
The proposed architectural shingle would not conform to the original
roofing material of the main house and the front porch in terms of
scale, pattern, texture, or color.
Architectural Review Board Agenda Report
801 Marshall Avenue, S.W.
April 9- May 19 June 13, 2019
Page 4 of 6
Replacing roll rubber roofing of the rear porch with architectural
shingles would certainly be an improvement. However, due to the
existing shallow roof pitch, use of standing seam metal is appropriate.
Staff Comments:
The existing pressed metal shingle roof on the house and the standing seam
metal roof on the wrap- around front porch are unique architectural features
of this house. The applicant claims they have attempted to make repairs to
both roofs, but were not successful. However, staff has requested the
applicant to provide documentations including interior and exterior pictures
of the roof damage and receipts of the attempted repairs, but the applicant
has not submitted any information. Sufficient evidence has not been
provided regarding the condition of either roof.
The applicant is requesting approval of replacing the existing pressed metal
shingles roof over the main structure with an architectural shingle roof and
replacing standing seam metal roof on the wrap- around front porch with
architectural shingles. In addition, the proposal includes replacing the rear
porch roll rubber roofing with architectural shingles.
The proposal would negatively impact the existing building character. The
applicant should seek alternative roofing material that conveys the same
visual appearance of the pressed metal shingle roof on the house,
maintaining the existing finial. The applicant should also seek alternative
roofing material conveying the appearance of the existing standing seam
roof on the wrap- around front porch. Staff suggests replacing the roll rubber
roofing on the rear porch with standing seam metal roof.
The proposed work is inconsistent with the H -2 Design Guidelines and staff
recommends denial of the COA application.
Parviz Moosavi, ARB Agent
Architectural Review Board Agenda Report
801 Marshall Avenue, S.W.
April ' 2019- '•�- y -T '�9 June 13, 2019
Page 5 of 6
- -- •- -•••y v vuccL raYdUU
Architectural Review Board Agenda Report
801 Marshall Avenue, S.W.
PFgI 11 20 9- May 9, 2019 June 13, 2019
Page 6 of 6
Existing
Pressed
Stamp Metal
Roofing on
Main House
Existing
Standing
Seam Metal
Roof on Wrap-
around Porch
txisting Rear Fagade
Existing
Rubber
Roofing on
the Rear
Porch
PLANNING BUILDING AND DEVELOPMENT
Noel C Taylor Municipal Building
215 Church Avenue, SW, Room 170
Roanoke, Virginia 24011
540 853 1730
Qlannin roanokeva.QOv
New Legacy Partners, LLC
4010 Millcreek Drive
Annandale, VA 22003
Via email at: spencer. c. bra nd(cbg mail. com
Dear Property Owner:
Subject: Denial of Application for Certificate of Appropriateness
Certificate No. COAB19 -0007, 801 Marshall Avenue, S.W.
Official Tax No. 1113137
EXHIBIT
June 17, 2019
On June 13, 2019, the Architectural Review Board (ARB) of the City of Roanoke,
Virginia, denied your COA application to replace the stamped metal roof on main house
with architectural shingles, replace the standing seam roof on wrap around porch with
architectural shingles, and replace the roll rubber roof on the rear porch with
architectural shingles at 801 Marshall Avenue, S.W. The Board found that the
application was not consistent with the H -2 Architectural Design Guidelines.
The ARB bases its review on adopted guidelines that generally follow the
Secretary of Interior's Standards for Rehabilitation, which are recognized criteria for
appropriate treatment of historic buildings and contexts. The guidelines that specifically
apply to this project are described on the Staff Report dated June 13, 2019.
At its public meeting on June 13, 2019, the ARB expressed concern that the
proposed work on the main house roof was not in keeping with the Design Guidelines.
If you are aggrieved by this decision of the Architectural Review Board, you have
the right to appeal the Board's decision to City Council within 30 calendar days of the
date of the decision, per the City Code Section 36.2 -530, see a copy attached.
Information on the appeals process is enclosed. Please contact Parviz Moosavi at 540-
853 -1522 if you have additional questions.
Very
kor"ktruly yours, y�
1 • %-P"
Donna M. Payne, Secretary to the Board
Architectural Review Board
Enclosure
c: Bob Long, Commonwealth Roofing Specialist, LLC
Via email at: crsllc2 verizon.net
CODE OF THE CITY OF ROANOKE (1979)
Sec. 36.2 -530. - Certificates of appropriateness.
(4) Any property owner aggrieved by any decision of the Architectural Review Board may present to the
City Council a petition appealing such decision, provided such petition is filed within thirty (30) calendar
days after the decision is rendered by the Board. The City Council shall schedule the matter for a public
meeting and render a decision on the matter within sixty (60) calendar days of the receipt of the
petition, unless the property owner and the Agent to the Architectural Review Board agree to an
extension. The City Council may affirm the decision of the Board, reverse or modify the Board's decision,
in whole or in part, or refer the matter back to the Board.
(5) Upon approval by the Architectural Review Board, or the City Council on appeal, of any erection,
reconstruction, alteration, restoration, or demolition, a Certificate of Appropriateness shall be made
available to the applicant.
(6) In the event City Council denies an appeal of a decision of the Architectural Review Board, the
applicant may file an appeal in Circuit Court pursuant to subsection (d), below.
(d) Appeals from City Council decision. Any property owner aggrieved by any final decision of the
City Council pursuant to this section may present to the Circuit Court of the City of Roanoke a
petition setting forth the alleged illegality of the action of the City Council, provided such
petition is filed within thirty (30) calendar days after the final decision is rendered by the City
Council. The filing of such petition shall stay any action pursuant to the decision of the City
Council pending the outcome of the appeal to the court, except that the filing of such petition
shall not stay any action pursuant to the decision of the City Council if such decision denies the
right to demolish a structure or historic landmark. The court may reverse or modify the decision
of City Council, in whole or in part, if it finds upon review that the decision of the City Council is
contrary to law or that its decision is arbitrary and constitutes an abuse of discretion, or the
court may affirm the decision of the City Council.
VIRGINIA:
IN THE COUNCIL OF THE CITY OF ROANOKE
IN THE MATTER OF
PETITION FOR APPEAL
This is a Petition for Appeal from a decision of the Architectural Review
Board under Section 36.2- 530(c)(5) of the Zoning Ordinance of the Code of
the City of Roanoke (1979), as amended.
Name of the Petitioner(s):
2. Doing business as (if applicable):
3. Street address of property which is the subject of this appeal:
4. Overlay zoning (H -1, Historic Downtown Overlay District, or H -2,
Historic Neighborhood Overlay District) of property(ies) which is the
subject of this appeal:
5. Date the hearing before the Architectural Review Board was held at
which the decision being appealed was made:
6. Section of the Code of the City of Roanoke under which the Certificate
of Appropriateness was requested from the Architectural Review Board
(Section 36.2 -330, if H -1 or Section 36.2 -331, if H -2):
7. Description of the request for which the Certificate of Appropriateness
was sought from the Architectural Review Board:
8. Grounds for appeal:
9. Name, title, address and telephone number of person(s) who will
represent the Petitioner(s) before City Council:
WHEREFORE, your Petitioner(s) requests that the action of the
Architectural Review Board be reversed or modified and that a Certificate of
Appropriateness be granted.
Signature of Owner(s)
(If not Petitioner):
Name:
(print or type)
Name:
(print or type)
TO BE COMPLETED BY CITY CLERK:
Signature of Petitioner(s) or
representative(s), where
applicable:
Name:
(print or type)
Name:
(print or type)
Received by: Date:
eO
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
STEPHANIE M. MOON REYNOLDS, MMC E-mail: derk@roanokeve.gov
City Clerk
June 25, 2019
The Honorable Mayor Sherman P. Lea, Sr.
and Members of the Roanoke City Council
Roanoke, Virginia
Dear Mayor Lea and Members of Council:
EXHIBIT
D
CECELIA F. MCCOV
Depuq City Clerk
CECELIA T. WEBB, CMC
Assistant Deputy City Clerk
I am enclosing copy of a Petition for Appeal filed by Spencer Brand regarding a decision
of the Architectural Review Board at its meeting on June 13, 2019, denying request to
replace stamped metal roof on main house, replace standing seam roof on wrap- around
porch, and replace roll rubber roof on rear porch roof, all with architectural shingles, at
801 Marshall Avenue, S. W., which is not consistent with the H -2, Historic
Neighborhood Overlay District Guidelines. The Petition was received in the City Clerk's
Office on Monday, June 24, 2019.
Section 36.2- 530(c)(5), Certificate of Appropriateness, Code of the City of Roanoke
(1979), as amended, provides that any property owner aggrieved by any decision of the
Architectural Review Board may present to the City Council a petition appealing such
decision, provided such petition is filed within 30 calendar days after the decision is
rendered by the Board. The Council shall schedule a public meeting and render a
decision on the matter within 60 calendar days of receipt of the petition, unless the
property owner and the Agent to Architectural Review Board agree to an extension.
The Council may affirm, reverse or modify the decision of the Architectural Review
Board, in whole or in part, or refer the matter back to the Board.
With the concurrence of City Council, a public meeting will be scheduled for Monday,
August 19, 2019, at 7:00 p.m., or as soon thereafter as the matter may be heard, to
render a decision with regard to the Petition for Appeal filed by Mr. Brand.
Sincerely,
. rv\.� 4#%0-
tephanie M. Moon Reynolds, C
City Clerk
Enclosure
OocuSign Envelope 10: BA4A3522 -BADE- 4627 -A1Fg- 863004202481
VIRGINIA:
IN THE COUNCIL OF THE CITY OF ROANOKE
IN THE MATTER OF )
DENIAL OF APPLICATION FOR ) PETITION FOR APPEAL
CERTIFICATE OF APPROPRIATENESS )
CERTIFICATE NO, COAS19 -0007
This is a Petition for Appeal from a decision of the Architectural Review
Board under Section 36.2- 530(c)(5) of the Zoning Ordinance of the Code of
the City of Roanoke (1979), as amended.
1. Name of the Petitioner(s): NEW LEGACY PARTNERS LLC
2. Doing business as (if applicable): NOT APPLICABLE
3. Street address of property which is the subject of this appeal:
801 MARSHALL AVENUE SW ROANOKE vA 24016
4. Overlay zoning (H -1, Historic Downtown Overlay District, or H -2,
Historic Neighborhood Overlay District) of property(ies) which is the
subject of this appeal: H -2
5. Date the hearing before the Architectural Review Board was held at
which the decision being appealed was made: JUNE 13, 2019
6. Section of the Code of the City of Roanoke under which the Certificate
of Appropriateness was requested from the Architectural Review Board
(Section 36.2 -330, if H -1 or Section 36.2 -331, if H -2): SECTION 36.2 -331
7. Description of the request for which the Certificate of Appropriateness
was sought from the Architectural Review Board:
REPLACE STAMPED METAL ROOF ON MAIN ROOF WITH ARCHITECTURAL SHINGLES.
R99F ON REAR POR01 ROOF WITH- 5TM:BING SEMI,
8. Grounds for appeal: ARBITRARY AND CAPRICIOUS RULING
9. Name, title, address and telephone number of person(s) who will
represent the Petitioner(s) before City Council:
NANCY BAER, nancy.e.baer@verizon.net, 202.270.9213
EXHIBIT
E
Circled Buildings
Maintained Historic Metal Roofs
(Stamped Metal or Tin Roofs)
EXHIBIT
F
This product is readily available as a substitute material for stamped metal roof
BERRIDGE VICTORIAN & CLASSIC SHINGLES
PF40DU T INFORMATION
Berridge Victorian & Classic metal roofing shingles are a truly traditional design, great for restoration, residential, or commercial
projects over solid wood sheathing Victorian & Classic metal shingles may also be used for wall applications
• Available in 24 gauge steel
Concealed fasteners
• UL 580 /UL 1897 tested
• Flonda Product Approval
Miami -Dade Approval
MATERIALS
Standard material is 24- Gauge, Galvalume°
Unfinished material is Acrylic Coated Gatvalumea
9 "X12°
9" X 12"
Berridge Victorian Shingle Berridge Classic Shingle
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of September, 2019.
No. 41569 - 091619.
A RESOLUTION designating a Voting Delegate and Alternate Voting Delegate for the
Annual Business Session and meetings of the Urban Section of the Virginia Municipal League and
designating a Staff Assistant for any meetings of the Urban Section.
BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. For the Annual Business Session of the Virginia Municipal League to be held during
the League's 2019 Annual Conference scheduled for October 6 through October 8, 2019, and for any
meetings of the Urban Section held in conjunction with the Annual Conference of the League, The
Honorable Patricia White -Boyd is hereby designated Voting Delegate, and The Honorable Joseph
Cobb is hereby designated Alternate Voting Delegate.
2. For any meetings of the Urban Section of the Virginia Municipal League to be held in
conjunction with the League's 2019 Annual Conference; Robert S. Cowell, Jr., shall be designated
Staff Assistant.
3. The City Clerk is directed to complete any forms required by the Virginia Municipal
League for designation of Voting Delegate, Alternate Voting Delegate, and Staff Assistant and to
forward such forms to the League.
ATTEST:
City Clerk.