HomeMy WebLinkAboutCouncil Actions 03-16-20ROANOKE CITY COUNCIL
REGULAR SESSION
MARCH 16, 2020
2:00 P.M.
CITY COUNCIL CHAMBER
215 CHURCH AVENUE, S. W.
AGENDA
- -
L ��
41685- 031620
The City of Roanoke is a safe, caring and economically vibrant community in
which to live, learn, work, play and prosper
A vibrant urban center with strong neighborhoods set amongst the spectacular
beauty of Virginia's Blue Ridge
1. Call to Order - -Roll Call. Council Member Price was absent.
The Invocation was delivered by Mayor Sherman P. Lea, Sr.
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, March 19 at 7:00 p.m., and Saturday, March 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.
1
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
Board of Zoning Appeals — one vacancy
Building and Fire Code Board of Appeals — one vacancy (Builder)
City Planning Commission — one vacancy
City of Roanoke Finance Board — one vacancy
Mill Mountain Advisory Board — one vacancy
Roanoke Civic Center Commission — one vacancy
Roanoke Valley Regional Cable Television Committee — one vacancy
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.
Brian McConnell, 32 Elm Avenue, S. W., appeared before the Council
regarding public library closures and public Wi -Fi access, and noted the
closures posed a problem for those seeking to use Wi -Fi and asked
Council to re- evaluate the closings.
4. CONSENT AGENDA:
(APPROVED 6 -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 2020. Minutes of the regular meeting of City Council held on Monday, March 2,
RECOMMENDED ACTION: Dispensed with the reading of the minutes
and approved as recorded.
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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 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 -4 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 -5 A communication from the City Manager requesting that Council convene
in a Closed Meeting to discuss and consider the acquisition of real property for
public purposes, where discussion in an open meeting would adversely affect the
bargaining position or negotiating strategy of the public body, pursuant to
Section 2.2- 3711(A)(3), Code of Virginia (1950), as amended.
RECOMMENDED ACTION: Concurred in the request.
C -6 Minutes of the Audit Committee held on Monday, December 16, 2019.
RECOMMENDED ACTION: Received and filed.
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C -7 Reports of qualification of the following individuals:
Christion Bryant as a (Student Alternate/William Fleming High
School) representative to replace Lenora Morgan for a term of
office ending June 30, 2020; and Benjamin Bazak as a
(Public /Schools) representative for a three -year term of office,
commencing July 1, 2020 and ending June 30, 2023 on the Youth
Services Citizen Board;
Jeff Todd as a member of the Mill Mountain Advisory Board to fill
the unexpired term of William Sellari ending June 30, 2020;
Auraliz Quintana as a member of the Roanoke Public Library Board
to fill the unexpired term of office of Erin Ashwell ending June 30,
2020;
Shaleen Powell as a City representative of the Visit Virginia's Blue
Ridge, Board of Directors for a one -year term of office ending
June 30, 2020; and
Lauren Hartman and Chris Bryant as members of the Parks and
Recreation Advisory Board for three -year terms of office, each,
commencing April 1, 2020 and ending March 31, 2023.
RECOMMENDED ACTION: Received and filed.
A communication from Council Member Michelle L. Davis, Chair, City
Council Personnel Committee, requesting that Council convene in a Closed
Meeting to discuss the annual performances of the Council- Appointed
Officers, pursuant to Section 2.2 -3711 (A)(1), Code of Virginia (1950), as
amended.
RECOMMENDED ACTION: Concurred in the request.
REGULAR AGENDA:
5. PUBLIC HEARINGS: NONE.
6. PETITIONS AND COMMUNICATIONS: NONE.
7. REPORTS OF CITY OFFICERS AND COMMENTS OF THE
CITY MANAGER:
a. CITY MANAGER:
BRIEFINGS: NONE.
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ITEMS RECOMMENDED FOR ACTION:
Recognition of the Western Virginia Workforce Development Board
Program Year 2018 Workforce Innovation and Opportunity Act
(WIOA) funds for award period February 1, 2020 to March 31,
2021.
Strategic Plan: Economy — Workforce Development
Adopted Resolution No. 41685- 031620. (6 -0)
2. Acceptance of the FY2019 State Homeland Security Program
Grant funds from the Virginia Department of Emergency
Management in support of the City of Roanoke HAZMAT Team.
Strategic Plan: Community Safety — Responsiveness
Adopted Resolution No. 41686- 031620 and Budget Ordinance
No. 41687- 031620. (6 -0)
3. Acquisition of real property rights in connection with the Water
Quality -Glade Creek Stream Restoration Project.
Strategic Plan: Infrastructure — Environment
Livability — Attractive Community
Adopted Ordinance No. 41688- 031620. (6 -0)
4. Acquisition of real property rights in connection with the 13th Street
Bridge over Norfolk Southern Railway Rehabilitation Project.
Strategic Plan: Infrastructure - Transportation
Adopted Ordinance No. 41689 - 031620. (6 -0)
5. Acquisition of real property rights in connection with the Stormwater
Utility Flood Mitigation Program.
Strategic Plan: Infrastructure — Environment
Adopted Ordinance No. 41690 - 031620. (6 -0)
6. Appropriation of additional funding in connection with the City's GO
Outside Festival.
Strategic Plan: Livability - Quality Amenities
Adopted Budget Ordinance No. 41691- 031620. (6 -0)
7. Authorization for issuance and sale of General Obligation Public
Improvement Refunding Bonds.
Strategic Plan: Good Government — Responsible Financial
Management
Infrastructure —All Categories
Adopted Resolution No. 41692- 031620. (6 -0)
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8. Execution of Amendment No. 5 to the Agreement for Purchase and
Sale of Real Property for development of a downtown parking
facility and hotel at 116 and 120 Church Avenue, S. E.
Strategic Plan: Economy — Business Development
Adopted Ordinance No. 41693- 031620. (6 -0)
9. Execution of a First Reinstated Performance Agreement among the
City of Roanoke, Economic Development Authority of the City of
Roanoke, Virginia, and Rutherfoord Partners, LLC, for
improvements to be made to 29 Campbell Avenue, S. W. and 30
Salem Avenue, S. W.
Strategic Plan: Economy — Business Development
(Reconsideration of the matter at the 7:00 p.m. session. See
page 11).
10. Execution of a First Reinstated Performance Agreement among the
City of Roanoke, Economic Development Authority of the City of
Roanoke, Virginia, and Rutherfoord Partners, LLC, for public
infrastructure improvements to be made adjacent to 29 Campbell
Avenue, S. W. and 30 Salem Avenue, S. W.
Strategic Plan: Economy — Business Development
Adopted Ordinance No. 41694- 031620. (6 -0)
11. Execution of a First Reinstated Performance Agreement among the
City of Roanoke, Economic Development Authority of the City of
Roanoke, Virginia, and Rutherfoord Partners, LLC, for special
construction requirements to be made to 29 Campbell
Avenue, S. W. and 30 Salem Avenue, S. W.
Strategic Plan: Economy — Business Development
Adopted Ordinance No. 41695- 031620. (6 -0)
COMMENTS OF THE CITY MANAGER.
The City Manager offered the following comments:
Response to Coronavirus
The City is taking steps to decrease the chances of our citizens being
exposed to Coronavirus:
• Non - essential events have been cancelled for the next 30 days,
including:
• Library Events and Library Community Room Events
(Libraries will remain open at this time)
• Parks and Recreation Events and Rentals (Preston Park and
Eureka Recreation Centers will remain open at this time; the
Fishburn Mansion will cancel all events).
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• Roanoke Fire -EMS tours /events /public visitors
• Roanoke Police tours /events
• Roanoke City Jail Visits (virtual visits are available)
• No new Assembly Permits will be accepted for the next 30
days.
• Leadership College has been postponed, with the intent of
rescheduling it for a future time this year.
• Berglund Center has announced:
• It is actively working with promoters and clients to
reschedule as many events as possible. Events are
rescheduling, canceling, or happening as planned on a case -
by -case basis.
• If a promoter or client decides to cancel or postpone events,
they will communicate those changes to customers via direct
e -mail, their website, and social media. Updates will be
posted as soon as possible. If an event is canceled, refunds
will be offered at the point -of- purchase.
• To ensure the safest environment possible, their staff is
proactively cleaning all common areas and making every
effort to disinfect throughout our facilities, particularly in high
traffic areas.
A website has been established at www.roanokeva.gov /coronavirus,
where you can find links to the most up -to -date information
regarding the virus.
I want to thank our citizens for their patience and cooperation as the City
makes all these adjustments in an abundance of caution to reduce the risk
of exposure to the Coronavirus.
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.
Strategic Plan: Good Government — Responsible Financial
Management
Adopted Budget Ordinance No. 41696- 031620. (6 -0)
9. UNFINISHED BUSINESS: NONE.
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10. INTRODUCTION AND CONSIDERATION OF
ORDINANCES AND RESOLUTIONS:
a. A resolution to establish an ad hoc committee focused on the effort to
reduce gun violence in the community.
Strategic Plan: Community Safety — Communication & Engagement
Good Government — Valued, Engaged & Informed
Community
Adopted Resolution No. 41697- 031620. (6 -0)
b. A resolution to establish a written policy for participation in City Council
meetings through electronic communication.
Strategic Plan: Good Government - Efficient and Effective Operations
Adopted Resolution No. 41698- 031620. (6 -0)
11. MOTIONS AND MISCELLANEOUS BUSINESS:
a. Inquiries and /or comments by the Mayor and Members of City Council.
Council Member Bestpitch brought attention to commentary in The
Roanoke Times on March 15 regarding the Virginia Women's
Veterans Week; honoring women in uniform and who are currently
serving in the military. He also honored the memory of Messrs.
Daniel Hale and Sigmund Davidson who recently passed away.
Council Member Davis expressed regret to the Hale and Davidson
families for not attending the funeral services; and commented that
Roanoke City Schools were delivering breakfast and lunch to
students via bus stops, taking orders for breakfast and lunch for the
next day; students will be able to pick up homework and other
educational materials at the bus stops and /or at their school; Boys
and Girls Club will offer free snacks and dinner to those under the
age of 19, a site will also be set up at Belmont Library.
Council Member Davis also advised Feeding Southwest Virginia
plans to activate their summer food program early and is seeking
permission from the USDA to provide food boxes to families in need.
She urged citizens to contact United Way and Council of Community
Services for resources if so desired to offer assistance to the
community.
E:
Council Member Davis acknowledged the Roanoke Valley Gives Day
on Wednesday, March 18, 2020; and noted that information with
regard to the all -day event would be posted on her Facebook page.
Mayor Lea thanked City Council and commended the non - profit
agencies caring for the vulnerable in the community and all citizens
for serving the community by providing food and medicine during
this time.
b. Vacancies on certain authorities, boards, commissions and committees
appointed by Council. None.
12. RECESSED - 3:39 P.M.
THE COUNCIL MEETING WAS DECLARED IN RECESS UNTIL 7:00 P.M., IN THE
CITY COUNCIL CHAMBER.
ROANOKE CITY COUNCIL
REGULAR SESSION
MARCH 16, 2020
7:00 P.M.
CITY COUNCIL CHAMBER
215 CHURCH AVENUE, S. W.
AGENDA
1. Call to Order - -Roll Call. Council Member Price was absent. Council
Member Osborne arrived late.
The Invocation was delivered by The Reverend Milton Hardy, Jr., Pastor,
Paradise Cathedral.
At 7:05 p.m., Council Member Osborne entered the meeting.
The Pledge of Allegiance to the Flag of the United States of America was
led by Mayor Sherman P. Lea, Sr.
Welcome. Mayor Sherman P. Lea, Sr.
CERTIFICATION OF CLOSED MEETING. (6 -0)
NOTICE:
Tonight's Council meeting will be televised live and replayed on RVTV Channel 3
on Thursday, March 19 at 7:00 p.m., and Saturday, March 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.
10
A. PRESENTATIONS AND ACKNOWLEDGEMENTS:
A Proclamation declaring March 2020 as Girl Scouts Month.
Mayor Lea read the proclamation in its entirety and advised that it would be
forwarded to the Girl Scouts of Virginia Skyline.
Adopted Resolution No. 41699- 031620 confirming the City Manager's
declaration of a local emergency; conferring emergency powers in the City
Manager as Director of Emergency Management; authorizing the City
Manager to make application for Federal and State public assistance to
deal with such emergency; designating a fiscal agent and an agent for
submission of financial information for the City; and calling upon the
Federal and State governments for assistance. (6 -0).
Reconsideration of Agenda Item 7.a.9. (6 -0)
Adopted Ordinance No. 41700 - 031620, as amended, with regard to
execution of a First Reinstated Performance Agreement among the City of
Roanoke, Economic Development Authority of the City of Roanoke,
Virginia, and Rutherfoord Partners, LLC, for improvements to be made to
29 Campbell Avenue, S. W. and 30 Salem Avenue, S. W. (6 -0).
B. PUBLIC HEARINGS:
1. Request of Hamlar Properties, LLC, to vacate two adjoining alleys that run
from Fairfax Avenue, N. W., to Moorman Avenue, N. W., and from 10th
Street, N. W., to Fairfax Avenue, N. W. Michael L. Hamlar, Petitioner.
Strategic Plan: Economy — Business Development
Adopted Ordinance No. 41701 - 031620. (6 -0)
2. Request of Eric Ferris for alley closure by barricade between 16th
Street, N. W., and 17th Street, N. W., parallel to Shenandoah
Avenue, N. W. Eric Ferris, Petitioner. Matter was continued until the
April 13, 2020 City Planning Commission Meeting.
3. Proposal of the City of Roanoke to sell City -owned property situated within
the Roanoke Centre for Industry and Technology at 1700 Blue Hills
Drive, N. E., and 0 Orange Avenue, N. E., to Cooper Crouse - Hinds, LLC.
Robert S. Cowell, Jr., City Manager.
Strategic Plan: Economy — Business Development
Adopted Ordinance No. 41702 - 031620. (6 -0)
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C. HEARING OF CITIZENS UPON PUBLIC MATTERS:
NONE.
D. ADJOURNED - 7:47 P.M.
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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
March 16, 2020
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. Call an
City Attorney
DJC /lsc
c: Robert S. Cowell, Jr., City Manager
Cecelia F. McCoy, Acting City Clerk
CITY OF ROANOKE
OFFICE OF THE CITY ATTORNEY
464 MUNICIPAL BUILDING
215 CHURCH AVENUE, SW
ROANOKE, VIRGINIA 24011 -1595
Daniel J. Callaghan TELEPHONE 540- 853 -2431
City Attorney FAX 540- 853 -1221
EMAIL: cityatty@roanokeva.gov
The Honorable Mayor and Members
of City Council
Roanoke, Virginia
March 16, 2020
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. allaghan
City Attorney
DJC /lsc
c: Robert S. Cowell, Jr., City Manager
Cecelia F. McCoy, Acting City Clerk
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
March 16, 2020
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.tCallaghan
City Attorney
DJC /lsc
c: Robert S. Cowell, Jr., City Manager
Cecelia F. McCoy, Acting City Clerk
a:
r
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Request for Closed Meeting
This is to request that City Council convene a closed meeting for discussion and
consideration of the acquisition of real property for public purposes pursuant
to §2.2 -371 1 .A.3, Code of Virginia (1950), as amended.
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
MINUTES
Audit Committee of Roanoke City Council
Location: Council Conference Room
Noel C. Taylor Municipal Building, Room 451 South
Date: December 16, 2019
Time: 1:00 p.m. to 1:40 p.m.
Attendees:
Audit Committee Member Present (Y /N)
Anita Price (Chair) Y
Michelle Davis (Member) Y
Sherman Lea (Ex- Officio) N
Joseph Cobb, Vice -Mayor
Drew Harmon, Municipal Auditor
Dan Callaghan, City Attorney
Bob Cowell, City Manager
Sherman Stovall, Assistant City Manager for Operations
Brian Townsend, Assistant City Manager for Community Development
Amelia Merchant, Director of Finance
Dawn Hope Mullins, Assistant Municipal Auditor
Tasha Burkett, Information Systems Auditor
Cari Spichek, Senior Auditor
Emma Coole, Senior Auditor
Brian Pendleton, Senior Auditor
Steve Martin, Director of Human Services /Social Services
Vanessa Bohr, Director of Technology
Mary Talley, Accounting Supervisor
Brian Mann, Enterprise Administrator
John Aldridge, Partner, Brown, Edwards & Co
Jamie Brooks, Park Roanoke General Manager
1. Call to Order:
Ms. Price called the meeting to order at 1:00 p.m. and welcomed everyone.
December 16, 2019 Page 2 of 5
2. Approval of the Minutes from the September 4, 2019 Meeting:
Ms. Price asked if there were any questions or corrections to the minutes.
Hearing none, the minutes were received and filed as written.
3. Presentation of Audit Results for the June 30, 2019 Comprehensive Annual Financial
Reports:
Ms. Price recognized Mr. Aldridge for comments. He began by explaining that his firm serves as the
City's external auditors and their goal is to opine on the annual financial report. He referred committee
members to the Fiscal Year 2019 Comprehensive Annual Financial Report [CAFR] for further
discussion, as follows:
• Page 19 — Independent Auditor's Report — This report serves as the external auditor's stamp of
approval. The City received an unmodified, or clean, opinion.
• Page 23 — Management's Discussion and Analysis — Staff prepares this analysis and it includes a
lot of valuable information. The auditors make sure it is correct.
• Page 37 — Statement of Net Position — This statement is prepared on a full accrual accounting
basis. Mr. Aldridge reviewed the various reporting categories. He also noted that the School Board
and Greater Roanoke Transit Authority [GRTC] have their own stand -alone audit reports and
external audits [including federal grant testing], which were also conducted by Brown Edwards.
• Page 40 — Balance Sheet, Governmental Funds — Mr. Aldridge reviewed general fund assets,
liabilities and fund balance. He explained the differences amongst the various categories of fund
balance and noted that the unassigned category is the piece the City would want to grow. Brown
Edwards staff compared the unassigned balance to expenditures and noted that, if everything
stopped, the City has approximately 1.7 months of spending reserve. By comparison, the City of
Lynchburg has approximately 1.96 months and the City of Charlottesville has 2.5 months. Best
practice is to have five [5] months in reserve; however, Mr. Aldridge reported that very few localities
have met that goal. Brown Edwards will continue to monitor this ratio annually.
Ms. Price asked if there were any questions. Hearing none, she thanked Mr. Aldridge for
illuminating this item.
• Page 45 — Statement of Revenues, Expenses and Changes in Net Position — Mr. Aldridge
discussed that these funds should have user charges in place to cover costs; unlike general fund
which receives general revenues, i.e. taxes. He reviewed fund operating incomes and losses and
noted that transfers covered a large Civic Facilities operating loss. He noted that what is not
captured in the statement is revenues received from hotel and sales tax generated by customers
attending events. He added that very few localities have civic centers that generate a profit.
December 16, 2019
Page 3 of 5
• Page 159 — Budgetary Comparison Schedule, General Fund — This schedule reflects the actual
results of the general fund compared to budget. Mr. Aldridge explained the different budget
categories and reviewed the final budget to actual results. He noted that nothing jumped out at him
and the fund ended the year pretty close to budget.
• Page 195 — Statistical Section — This section includes a lot of trend and demographic information.
Mr. Aldridge stated that it gives a real sense of what has happened in the last 10 years.
• Page 202 — Changes in Fund Balances of Governmental Funds — Mr. Aldridge remarked that this
exhibit includes a lot of helpful information, including a ten -year trend on fund balances. He noted
that the City's annual education expenditures have increased by $20 million since Fiscal Year 2009.
While federal requirements have had changes over this time, federal funding has not significantly
increased.
• Page 219 — Schedule of Expenditures of Federal Award — This schedule reflects federal funds that
flowed through the City is Fiscal Year 2019. Mr. Aldridge explained that Brown Edwards was
required to test 40% of expenditures over a variety of programs. He repeated that School Board
and GRTC federal expenditures are not included here.
• Page 231 — Schedule of Findings and Questioned Costs — Mr. Aldridge reviewed the specific grant
programs that were included in the audit program. The only finding was related to benefits
recertification in the Medical Assistance Program. Related to compliance with Commonwealth of
Virginia laws and regulations, the City had no findings.
• Page 235 — Department of Finance Staff — Mr. Aldridge recognized Department of Finance staff for
their hard work in preparing the CAFR and noted a special thanks to Dorothy Hoskins, Acting
Accounting Supervisor, for her time and dedication.
The CAFR was due to the APA by November 30th and everything was filed on time. Mr. Aldridge asked
if there were any questions. Ms. Davis inquired as to whether there was anything of which they should
take note. Mr. Aldridge replied there was nothing that concerned him. He reported that Brown
Edwards also conducted the Pension Plan audit; those financial statements got an unmodified, or
clean, opinion.
Mr. Aldridge directed committee members' attention to Brown Edwards' Comments on Internal Controls
document. He reviewed the issues identified on page three and noted none were considered material
weaknesses or significant deficiencies. They were things found by Brown Edwards on which the City
should do abetter job. Information technology issues were identified on page five and Mr. Aldridge
commented Brown Edwards has a Certified Information Systems Auditor on staff who would be glad to
discuss the items further, if needed. The firm will follow -up on issues and report on their status next
year. The final page included information about reporting requirements on the horizon.
Related to required communications, Mr. Aldridge reported that there were no difficulties and no
disagreements with management during the audit. There was only one audit adjustment identified by
December 16, 2019 Page 4 of 5
Brown Edwards which had to be posted, which was done. Five additional adjustments were noted, but
none were material to the financial statements. He also explained the representations required to be
made by City management before an opinion can be issued. Mr. Aldridge asked if there were any
questions. Ms. Price thanked Mr. Aldridge for walking them through the CAFR, pointing out noteworthy
items and acknowledging those who worked so diligently. Ms. Davis added that she appreciates
everything being filed on time. Both Mr. Aldridge and Ms. Price again thanked staff.
Hearing no further questions or discussion, the reports were received and filed.
4. Family Services Investigation:
Mr. Harmon advised that staff looked at the Fostering Futures Program, which provides assistance to
youth between the ages of 18 and 21 transitioning out of foster care. Benefits include maintenance
payments to assist with living expenses, as well as an annual clothing allowance. Based on a concern
received by Auditing, program - related clothing disbursements were reviewed. Standards require
purchases to be reasonable. One (1) of 25 purchases tested would not have met the standard in terms
of appropriateness. Additionally, pre - approval for purchases was not obtained for seven of eight
disbursements for which it was required.
Management has an action plan to address noted issues. Ms. Davis asked if the department is under
new management. Mr. Harmon responded that Steve Martin, Director of Human Services /Social
Services, has been in place for a year or two. Mr. Martin confirmed that he has been serving in the
position since 2017.
Hearing no further questions or discussion, the report was received and filed.
5. Parking Key Deposits Investigation:
Monthly parkers are required to pay a $10 deposit on key cards, which is refundable upon termination if
timely notice is provided, the key card is returned and the account is paid in full. Based on Auditing's
review, about 35% of customers qualified for a refund. Of those, none received refunds within 30 days,
as specified. Approximately 57% did not receive refunds.
Management has a clear action plan, which includes moving away from the deposit program, as the
cost of tracking information exceeds the value received. Ms. Price commented that there are a lot of
hoops to jump through. Mr. Harmon noted a one -time activation fee will take the place of the key
deposit. Ms. Davis asked if that means key cards would not have to be returned. Mr. Harmon
confirmed this would be the case.
Hearing no further questions or discussion, the report was received and filed.
December 16, 2019
Page 5 of 5
6. APA Review of Commonwealth Collection and Remittances for the Year Ended June 30,
2019:
Annually, the Auditor of Public Accounts [APA] audits Commonwealth funds processed by localities.
The City had no findings for Fiscal Year 2019.
There were no questions or discussion; the report was received and filed.
7. Revenue Analysis:
Mr. Harmon participates with management on an internal revenue team. As a part of this, Auditing staff
reviewed sales tax over time and assembled an analysis of total taxable sales dollars based on publicly
available information. Last year, the City received over $22 million in sales tax revenue. Of note
historically, it took until Fiscal Year 2018 for the City to reach pre- recession sales tax revenue levels.
Mr. Harmon noted that some localities are growing faster with online sales, but recent sales tax trends
looked good, even on a comparative basis.
Real estate is the City's largest tax and Mr. Harmon presented various analyses based on publicly
available information through Zillow. He remarked that only residential information is included. It
appears Roanoke is now a seller's market, which is a good sign for increasing values. The results also
reflect that the City is affordable.
Hearing no further questions or discussion, the report was received and filed.
8. Other Business:
The Audit Committee will meet on the following dates during Calendar Year 2020; March 4th, June 3rd
September 2nd, and December 91h. Ms. Price acknowledged and accepted Mr. Bestpitch's resignation
from the committee. She extended her appreciation for his services and noted there will be a new
member in January. Ms. Price recognized Vice -Mayor Cobb and thanked him for attending.
Ms. Price expressed her gratitude to everyone for their dedication and diligence and wished attendees
an enjoyable and safe holiday season.
9. Adjournment
Ms. Price adjourned the meeting at 1:40 p.m.
CECELIA F. 11CCOY, CHIC
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: clerkCkroanokeva.goc
March 17, 2020
Angela O'Brien
Assistant to the City Manager
Roanoke, Virginia
Dear Ms. O'Brien:
CECELIA T. NVE1313, CHIC
Assistant Depute City Clerk
This is to advise you that Christion Bryant has qualified as the Student Alternate/William
Fleming High School representative to replace Lenora Morgan for a term of office
ending June 30, 2020; and Benjamin Bazak as a Public /Schools representative for a
three -year term of office, commencing July 1, 2020 and ending June 30, 2023 of the
Youth Services Citizen Board.
Sincerely, n
Cecelia F. McCoy, CMC "
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Christion Bryant, 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 (Student Alternate/William Fleming High School) to
replace Lenora Morgan (Student Alternate/William Fleming High School) of the Youth
Services Citizen Board for a term of office ending June 30, 2020; and for a one -year
term commencing July 1, 2020 and ending June 30, 2021, according to the best of my
ability. (So help me God)
z _.
HRISTION BRYANT
The foregoing oath of office was taken, sworn to, and subscribed before me by
Christion Bryant this A day of rebak 2020.
Brenda S. Hamilton, Clerk of the Circuit Court
Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
i, Benjamin Bazak, 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 (Public /Schools) representative of the Youth Services Citizen
Board for a three -year term of office, commencing July 1, 2020 and ending June 30,
2023, according to the best of my ability. (So help me God.)
BENJAMIN B
The foregoing oath of office was taken, sworn to, and subscribed before me by
Benjamin Bazak, this ''(, day of Awt-L 2020.
Brenda S. Hamilton, Clerk of the Circuit Court
By v Clerk
jerl'L!
CECELIA F..N1CCOY CHIC
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: clerks roanokeva.gov
March 17, 2020
Nicole Ashby, Secretary
Mill Mountain Advisory Board
Roanoke, Virginia
Dear Ms. Ashby:
CECELIA T. NVEBB, CJIC
Assistant Deputy City Clerk
This is to advise you that Jeff Todd has qualified as a member of the Mill Mountain
Advisory Board to fill the unexpired term of William Sellari ending June 30, 2020.
Sincerely,
Cecelia F. McCoy, CMC
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Jeff Todd, 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 Mill Mountain Advisory Board to fill the unexpired term of
William Sellari ending June 30, 2020, according to the best of my ability. (So help me
God.)
JEFF TODD
The foregoing oath of office was taken, sworn to, and subscribed before me by
Jeff Todd this /'�_ day of _ 2020.
Brenda S. Hamilton, Clerk of the Circuit Court
By CI rk
CECELIA F. JICCOY, CHIC
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: clerks roanokeya.goy
March 17, 2020
Sheila Umberger, Secretary
Roanoke Public Library Board
Roanoke, Virginia
Dear Ms. Umberger:
CECELIA T. NYEBB, CHIC
Assistant Deputy City Clerk
This is to advise you that Auraliz Quintana has qualified as a member of the Roanoke
Public Library Board to fill the unexpired term of office of Erin Ashwell ending June 30,
2020.
Sincerely,
0
Cecelia F. McCoy, CMC
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Auraliz Quintana, 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 member of the Roanoke Public Library Board to fill the unexpired term of office
of Erin Ashwell ending June 30, 2020, according to the best of my ability. (So help me
God).
The foregoing oath of office was taken, sworn to, and subscribed before me by
Auraliz Quintana this J day of dt,� 2020.
Brenda S. Hamilton, Clerk of the Circuit Court
BY , Clerk
CECELIA F. 1ICC01', CJIC
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: clerkr'roanokeya.goy
March 17, 2020
Landon C. Howard, President
Visit Virginia's Blue Ridge
101 Shenandoah Avenue, S. W.
Roanoke, Virginia 24016 -2044
Dear Mr. Howard:
CECELIA T. WEBB, CJIC
Assistant Deputy City Clerk
This is to advise you that Shaleen Powell has qualified as a City representative of the
Visit Virginia's Blue Ridge, Board of Directors for a one -year term of office ending
June 30, 2020.
Sincerely,
j �.C.c
C_-
Cecelia F. McCoy, CMC
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Shaleen Powell, do solemnly swear (or affirm) that I will support the
Constitution of the United States of America and the Constitution of the Commonwealth
of Virginia, and that I will faithfully and impartially discharge and perform all the duties
incumbent upon me as a City representative of the Visit Virginia's Blue Ridge, Board of
Directors for a one -year term of office ending June 30, 2020, according to the best of
my ability. (So help me God)
a
M—
The foregoing oath of office was taken, sworn to, and subscribed before me by
Shaleen Powell this day of a map
Brenda S. Hamilton, Clerk of the Circuit Court
B Clerk
CECELIA F. MCCOY, CHIC
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: clerkr;roanokeca.goc
March 17, 2020
Nicole Ashby, Secretary
Parks and Recreation Advisory Board
Roanoke, Virginia
Dear Ms. Ashby:
CECELIA T. NYEBB, CHIC
Assistant Deputy Cit). Clerk
This is to advise you that Lauren Hartman and Chris Bryant have qualified as members
of the Parks and Recreation Advisory Board for three -year terms of office, each,
commencing April 1, 2020 and ending March 31, 2023.
Sincerely,
Cecelia F. McCoy, CMC
City Clerk
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Lauren Hartman, 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 Parks and Recreation Advisory Board for a
three -year term of office, commencing April 1, 2020 and ending March 31, 2023,
according to the best of my ability. (So help me God.)
_YJWWAVX40��_
LAU EN HARTMAN
The foregoing oath of office was taken, sworn to, and subscribed before me by
Lauren Hartman this - day of 2020.
Brenda S. Hamilton, Clerk of the Circuit Court
Oath or Affirmation of Office
Commonwealth of Virginia, City of Roanoke, to -wit:
I, Chris Bryant, 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 Parks and Recreation Advisory Board for a three -year
term of office, commencing April 1, 2020 and ending March 31, 2023, according to the
best of my ability. (So help me God.)
CHIBAS BRYANT
The foregoing oath of office was taken, sworn to, and subscribed before me by
Chris Bryant this �/ day of i;k��:iF� 2020.
Brenda S. Hamilton, Clerk of the Circuit Court
By. 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
March 16, 2020
The Honorable Mayor and Members
of the 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
I wish to request a Closed Meeting to discuss the annual performances of the Council -
Appointed Officers, pursuant to Section 2.2 -3711 (A)(1), Code of Virginia (1950), as
amended.
Sincerely,
Michelle L. Davis, Chair
City Council Personnel Committee
MLD:ctw
CECELIA F. MCCOY, CYIC
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: clerkrar roanokeva.go�
March 17, 2020
Sherry Dean, Director of Finance
Western Virginia Workforce Development Board
313 Luck Avenue, S. W.
Roanoke, Virginia 24016
Dear Ms. Dean:
CECELIA T. WEBB, CJIC
Assistant Depute City Clerk
I am enclosing copy of Resolution No. 41685- 031620 acknowledging and recognizing the
Workforce Innovation and Opportunity Act ( "WIOA ") funding from the Virginia Community
College System in the amount of $200,000.00 for the Economic Equity Initiative for the
PY18 WIOA Dislocated Worker funds, for the award period of February 1, 2020, through
March 31, 2021, the foregoing funding to be administered by the Western Virginia
Workforce Development Board.
The abovereferenced measure was adopted by the Council of the City of Roanoke at a
regular meeting held on Monday, March 16, 2020, and is in full force and effect upon its
passage.
Sincerely,
Cecelia F. McCoy, CMC
City Clerk
C: Daniel J. Callaghan, City Attorney
R. Brian Townsend, Assistant City Manager for Community Development
Amelia C. Merchant, Director of Finance
Steven W. Martin, Director of Human /Social Services
�_ �(-
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41685- 031620.
A RESOLUTION acknowledging and recognizing the Workforce Innovation and
Opportunity Act ( "WIOA ") funding from the Virginia Community College System in the
amount of $200,000 for the Economic Equity Initiative for the PY18 WIOA Dislocated Worker
funds, for the award period of February 1, 2020, through March 31, 2021, the foregoing funding
to be administered by the Western Virginia Workforce Development Board.
WHEREAS, pursuant to the WIOA that was enacted on July 22, 2014 and replaced the
Workforce Investment Act of 1998, federal funding is provided to support various programs in
support of various client populations as more particularly described in the City Council Agenda
Report dated March 16, 2020; and
WHEREAS, the Roanoke Valley - Alleghany Regional Commission was designated as the
fiscal agent for WIOA funds and administers the federal funds provided by WIOA through the
Virginia Community College System for Local Workforce Area III, the designated area which
encompasses the counties of Alleghany, Botetourt, Craig, Franklin, and Roanoke, and the cities
of Covington, Roanoke, and Salem.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
1. Council acknowledges and recognizes for the purpose of administering the
Western Virginia Workforce Development Board, the WIOA funding in the amount of $200,000
from the Virginia Community College System, with no local match from the City, to be
administered by the Western Virginia Workforce Development Board, and to be used during the
award period of February 1, 2020, through March 31, 2021, for the purpose of administering the
R- acknowledge and recognize Western Va Workforce Development- Economic Equity Initiative.(3.16.20)
Economic Equity Initiative PY18 WIOA Dislocated Worker funds, as more particularly set out
in the City Council Agenda Report dated March 16, 2020.
2. The City Manager is directed to furnish such additional information as may be
required in connection with the acknowledgement and recognition of the foregoing funding.
3. The City Clerk is directed to provide an attested copy of this Resolution to the
Western Virginia Workforce Development Board.
ATTEST:
C.uz , 4-
City Clerk.
R- recognize Western Va Workforce Development- Economic Equity Initiative. (3.16.20) 2
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Funding for Western Virginia Workforce Development Board
Economic Equity Initiative (WIOA Dislocated Worker)
Background:
The Workforce Innovation and Opportunity Act (WIOA) was signed into law on
July 22, 2014 and replaced the Workforce Investment Act of 1998 (WIA). WIOA
provisions related to Department of Labor Programs were effective July 1, 2015.
The City of Roanoke is the grant recipient for Workforce Innovation and
Opportunity Act (WIOA) funding, thus, City Council must recognize the grant
funding received, in order for the Western Virginia Workforce Development
Board to administer WIOA programs in Local Workforce Development Area III of
Virginia. The Roanoke Valley - Alleghany Regional Commission serves as the
fiscal agent for The Western Virginia Workforce Development Board and the
WIOA funds allocated to Area III which encompasses the counties of Alleghany,
Botetourt, Craig, Franklin and Roanoke, and the cities of Covington, Roanoke,
and Salem.
WIOA funding is for four primary client populations:
• Dislocated workers who have been laid off from employment through no
fault of their own. Services provided these individuals include intensive
job search assistance and employment counseling, additional training to
upgrade skills or obtain initial certification or degree, on the job training
and supportive services.
• Economically disadvantaged individuals as determined by household
income guidelines defined by the U.S. Department of Labor. Services
provided these individuals include intensive job search assistance and
employment counseling, additional training to upgrade skills or obtain
initial certification or degree, on the job training and supportive services.
• Youth who are economically disadvantaged, or who have other barriers to
becoming successfully employed adults. Services provided these
individuals include career counseling and exploration, incentives to
remain in school, work readiness classes, summer work program,
mentoring, tutoring and post secondary education /training.
• Businesses in need of employment and job training services.
The City of Roanoke has received a Notice of Obligation, on behalf of the
Western Virginia Workforce Development Board, from the Virginia Community
College System, allocating PY18 WIOA Dislocated Worker funds of $200,000 for
Economic Equity Initiative for award period February 1, 2020 -March 31, 2021.
Considerations:
• Program Operations - Existing activities will continue and planned
programs will be implemented.
• Funding - Funds are available from the Grantor agency and other sources
as indicated, at no additional cost to the City.
Recommended Action:
Recognize the Western Virginia Workforce Development Board PY2018 WIOA
funds of $200,000 for award period February 1, 2020 to March 31, 2021.
5; 7/--- - r --------
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
#CM20 -00029
K
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41686 - 031620.
A RESOLUTION accepting the FY 2019 State Homeland Security Program Grant to the
City from the Virginia Department of Emergency Management, 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:
1. The City of Roanoke does hereby accept the FY 2019 State Homeland Security
Program Grant offered by the Virginia Department of Emergency Management in the amount of
$104,970, with no matching funds from the City, to be used to purchase equipment and supplies
for the Hazardous Materials (HAZMAT) Team. The grant is more particularly described in the
City Council Agenda Report dated March 16, 2020.
2. The City Manager and the City Clerk are hereby authorized to execute, seal, and
attest, respectively, the grant agreement and all necessary documents required to accept the grant,
all such documents to be approved as to form by the City Attorney.
3. The City Manager is further directed to furnish such additional information as
may be required in connection with the City's acceptance of this grant.
ATTEST:
C;,0t� J. "46�
City Clerk.
R- Homeland Security Program Grant(VDEM) - FYI 9-Hazardous Materials Grant 3.16.20.doc
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41687 - 031620.
AN ORDINANCE appropriating funding from the U.S. Department of Homeland
Security through the Commonwealth of Virginia Department of Emergency Management
(VDEM) for hazardous materials emergency responses and training and development,
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
Technology Maintenance Contracts 35- 520 - 4700 -2555 $ 9,000
Vehicular Equipment 35- 520 - 4700 -9010 58,000
Other Equipment 35- 520 - 4700 -9015 37,970
Revenues
VDEM SHS Haz -Mat FY20 35- 520 - 4700 -4700 104,970
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: March 16, 2020
Subject: Virginia Department of Emergency Management (VDEM)
Hazardous Materials Grant Acceptance
Background:
Roanoke Fire -EMS serves as the regional Hazardous Materials (HAZMAT) Team.
VDEM allocates funds each year to regional HAZMAT Teams for related
expenses. VDEM has awarded the City of Roanoke funds in the amount of
$104,970 from the FY 2019 State Homeland Security Program Grant. This grant
requires no matching funds.
Considerations:
City Council action is needed to formally accept and appropriate these funds,
and authorize the Director of Finance to establish revenue estimates and
appropriations to purchase the equipment and supplies in accordance with
provisions of this grant.
Recommended Action:
Accept the grant as described above and authorize the City Manager to execute
any required grant agreements or documents, such to be approved as to form
by the City Attorney.
Adopt the accompanying budget ordinance to establish a revenue estimate in
the amount of $104,970 and appropriate the same amount into accounts to be
established by the Director of Finance in the Grant Fund.
- - - - -- - -- - ------- - - - - --
Robert . Cowell, fir.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Amelia C. Merchant, Director of Finance
Roanoke City
713 Third St. SW
Roanoke, VA 24016
SUBRECIPIENT DUNS Number: 006704316
SUBRECIPIENT EIN: 54- 6001569
II �
SUBAWARD AGREEMENT Page 1 of 3
1 I
I4a. SUBAWARD ID NUMBER: 8221
4b. Federal Award ID: EMW- 201 9SS- 00079 -S01
SUBAWARD DATE: November 6, 2019
PROJECT PERIOD: October 01, 2019 to June 30, 2021
BUDGET PERIOD: October 01, 2019 to June 30, 2021
�l. TOTAL AMOUNT OF THIS SUBAWARD: 3104,970.00 1,,
FEDERAL AMOUNT OF THIS SUBAWARD: $104,970.00
SUBRECIPIENT NON - FEDERAL COST SHARE
.QU IREMENT:N/A
INDIRECT COST RATE ("applicable):
PASS - THROUGH ENTITY. Virginia Department of Emergency Management
SUBAWARD NAME: 2019 State Homeland Security Grant Program (SHSP)
CFDA: 97.067 Homeland Security Grant Program (HSGP)
U.S. Department of Homeland Security (OHS)
Federal Emergency Management Agency (FEMA)
1. STANDARD TERMS AND CONDITIONS & SPECIAL CONDITIONS
he above subaward is approved subject to the 2019 Department of Homeland Security (DHS) Standard Terms and
onditions and VDEM Special Conditions found here: DHS Terms and Conditions 2019
APPROPRIATION AUTHORITY FOR GRANT
project is supported under the Department of Homeland Security Appropriations Act, 2019 (Public Law No. 115 -141).
METHOD OF PAYMENT
>mmonwealth of Virginia Cardinal Accounting System
AGENCY APPROVAL
4. NAME AND TITLE OF APPROVING VDEM OFFICIAL
Jeffrey D. Stem Ph.D.
State Coordinator
5. SIGNATURE OF APPROVING VDEM OFFICIAL
SUBRECIPIE NT ACCEPTANCE
16. NAME AND TITLE OF AUTHORIZED OFFICIAL
Bob Cowell
City Manager
7.
18. DATE: // y
SUBREGPIENT OFFICIAL
Saving lives through effective emergency management and homeland security.
"A Rea(ly Virginia is a Resilient Virginia. "
Virginia Department of Emergency
Management
10501 Trade Court
North Chesterfield, VA 23236
1. SUBRECIPIENT NAME AND ADDRESS:
Roanoke City
713 Third St. SW
Roanoke, VA 24016
SUBRECIPIENT DUNS Number: 006704316
SUBRECIPIENT EIN: 54- 6001569
II �
SUBAWARD AGREEMENT Page 1 of 3
1 I
I4a. SUBAWARD ID NUMBER: 8221
4b. Federal Award ID: EMW- 201 9SS- 00079 -S01
SUBAWARD DATE: November 6, 2019
PROJECT PERIOD: October 01, 2019 to June 30, 2021
BUDGET PERIOD: October 01, 2019 to June 30, 2021
�l. TOTAL AMOUNT OF THIS SUBAWARD: 3104,970.00 1,,
FEDERAL AMOUNT OF THIS SUBAWARD: $104,970.00
SUBRECIPIENT NON - FEDERAL COST SHARE
.QU IREMENT:N/A
INDIRECT COST RATE ("applicable):
PASS - THROUGH ENTITY. Virginia Department of Emergency Management
SUBAWARD NAME: 2019 State Homeland Security Grant Program (SHSP)
CFDA: 97.067 Homeland Security Grant Program (HSGP)
U.S. Department of Homeland Security (OHS)
Federal Emergency Management Agency (FEMA)
1. STANDARD TERMS AND CONDITIONS & SPECIAL CONDITIONS
he above subaward is approved subject to the 2019 Department of Homeland Security (DHS) Standard Terms and
onditions and VDEM Special Conditions found here: DHS Terms and Conditions 2019
APPROPRIATION AUTHORITY FOR GRANT
project is supported under the Department of Homeland Security Appropriations Act, 2019 (Public Law No. 115 -141).
METHOD OF PAYMENT
>mmonwealth of Virginia Cardinal Accounting System
AGENCY APPROVAL
4. NAME AND TITLE OF APPROVING VDEM OFFICIAL
Jeffrey D. Stem Ph.D.
State Coordinator
5. SIGNATURE OF APPROVING VDEM OFFICIAL
SUBRECIPIE NT ACCEPTANCE
16. NAME AND TITLE OF AUTHORIZED OFFICIAL
Bob Cowell
City Manager
7.
18. DATE: // y
SUBREGPIENT OFFICIAL
Saving lives through effective emergency management and homeland security.
"A Rea(ly Virginia is a Resilient Virginia. "
Virginia Department of
Emergency Management
10501 Trade Court
SUBAWARD AGREEMENT
Page 2 of 3
9
North Chesterfield, VA 23236
Subaward Name: 2019 State Homeland Security Grant Program (SHSP)
Subaward Date: November6, 2019
SPECIAL CONDITIONS
1. The Subrecipient shall comply with the Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards located at 2 CFR Part 200, and adopted by DHS at 2 CFR Part 3002
and the U.S. Department of Homeland Security Grant Program (HSGP) Notice of Funding Opportunity
N( OFO).
2. The Subrecipient agrees to permit the pass- through entity and auditors to have access to its records and
financial statements as necessary for the pass- through entity to meet the requirements of the Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards located at 2
CFR Part 200.
3. The Subrecipient understands and agrees that it cannot use any federal funds, either directly or
indirectly, in support of the enactment, repeal, modification or adoption of any law, regulation or policy, at
any level of government, without the express prior written approval of FEMA.
4. The Subrecipient shall comply with the indirect costs provisions of 2 CFRq 200.414. With the exception
of subrecipients who have never received a negotiated indirect cost rate as described in 2 C.F.R. §
200.414(f), subrecipients must have an approved indirect cost rate agreement with their cognizant
federal agency to charge indirect costs to this subaward.
5. In the event VDEM determines that changes are necessary to the award document after an award has
been made, including changes to period of performance or terms and conditions, the Subrecipient will be
notified of the changes in writing. Once notification has been made, any subsequent request for funds will
indicate Subrecipient acceptance of the changes to the award.
6. Subrecipients proposing projects that have the potential to impact the environment, including but not
limited to construction of communication towers, modification or renovation of existing buildings,
structures and facilities, or new construction including replacement of facilities, must participate in the
FEMA Environmental Planning and Historic Preservation (EHP) review process. Subrecipients must
comply with all conditions placed on the project as the result of the EHP review. Any change to the
approved project scope of work will require re- evaluation for compliance with these EHP requirements. If
ground disturbing activities occur during project implementation, the Subrecipient must ensure monitoring
of ground disturbance, and if any potential archeological resources are discovered, the Subrecipient will
immediately cease construction in that area and notify FEMA and the State Historic Preservation Office.
Any construction activities that have been initiated without the necessary EHP review and approval will
result in a non - compliance finding and will not be eligible for FEMA funding.
7. The Subrecipient agrees that federal funds under this award will be used to supplement, not supplant,
state or local funds for emergency preparedness.
Saving lives through effective emergency management and homeland secirri4
"A Readv Virginia is a Resilient Virginia. "
ou,,, Virginia Department of Emergency
Management
a
' 10501 Trade Court
SUBAWARD AGREEMENT
Page 3 of 3
" North Chesterfield, VA 23236
Subaward Name: 2019 State Homeland Security Grant Program (SHSP)
Subaward Date: November 6, 2019
8. The Subrecipient agrees that all publications created with funding under this grant shall prominently contain
the following statement: "This document was prepared under a grant from FEMA's Grant Programs
Directorate, U.S Department of Homeland Security. Points of view or opinions expressed in this document
are those of the authors and do not necessarily represent the official position or policies of FEMA's Grant
Programs Directorate or the U.S. Department of Homeland Security."
9. The Subrecipient agrees that, when practicable, any equipment purchased with grant funding shall be
prominently marked as follows "Purchased with funds provided by the U.S. Department of Homeland
Security.'
10 The Subrecipient agrees to cooperate with any assessments, national evaluation efforts, or information or
data collection requests, including, but limited to, the provision of any information required for the
assessment or evaluation of any activities within this project.
11. The Subrecipient must submit a Quarterly Progress Report for every quarter of the period of performance,
including partial calendar quarters, as well as for periods where no grant activity occurs. Reports are due
within fifteen (15) days following the end of the quarter. A Final Progress Report is due thirty (30) days after
the end date of the performance period. Failure to provide this information may result in VDEM withholding
rant funds from further obligation and expenditure and prevent future awards to the Subreci ient.
12. National Incident Management System (NIMS) Implementation Compliance
In accordance with HSPD -5, the adoption of the NIMS is a requirement to receive federal preparedness
assistance through grants, contracts, and other activities. No federal funds will be released to the primary
grantee and any other entity participating and benefiting in this project if this requirement has not been met.
In the event of a Corrective Action Plan submitted, VDEM /SAA will determine if the Subrecipient has made
sufficient progress to disburse funds.
13. All conferences and workshops using federal preparedness funds must pertain to the project being funded.
The Subrecipient agrees to submit a Trip Report when using federal funds to attend a conference or
workshop. The Trip Report template can be found at tOMvaemgraencv aov under R�Un ,,F'Qrm .
These reports must be remitted with your request for reimbursement. Failure to do so will result in a delay of
payment until received.
14. The Subrecipient agrees that under program guidelines, travel expenses are allowable for approved
training, planning, administrative, and exercise activities following local, state, and federal guidelines. Prior
to traveling for these activities outside of contiguous United States (OCONUS) as well as to Canada and
Mexico, oreaaoroval is required by the state and FEMA through the SAA office.
Please reference 2 gFR 200.x, in regard to reasonableness when considering requests for travel of this
type. Where applicable, you should also reference the following regarding travel: the Western Hemisphere
Travel Initiative (httn :( /www.dhs.gQvJfileslproaramsJgq 1200693579776.sh m).
Saving lives through effective emergency management and homeland security.
"A Rerrdv Virginia A a Resilient Virginia. "
�c IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41688- 031620.
AN ORDINANCE providing for the acquisition of real property rights needed by the
City in connection with the Glade Creek at Gus Nicks Boulevard Stream Restoration Project
(Project); authorizing City staff to acquire such property rights by negotiation for the City;
authorizing the City Manager to execute appropriate acquisition documents; 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 wants and needs certain real property rights, to include fee simple
acquisitions, and such other real property interests as needed, as set forth in the City Council
Agenda Report dated March 16, 2020, for the Project, located within floodways on Brook Street,
N.E., Roanoke, Virginia, as set forth in the above mentioned City Council Agenda Report. The
proper City officials and City staff are hereby authorized to acquire by negotiation for the City
the necessary real property interests and appropriate ancillary rights with respect to the real
property parcels referred to in the above mentioned City Council Agenda Report, and any other
real property interests needed for the Project. All requisite documents shall be approved as to
form by the City Attorney.
2. The City Manager is further authorized to execute appropriate acquisition
documents for the above mentioned parcels, and such other real property interests needed for the
Project located within the floodway, for such consideration as deemed appropriate for the
necessary interests, provided, however, the total consideration offered or expended, including
costs, title search fees, appraisal costs, recordation fees, and other related costs shall not exceed
the funds available in the Project's account for such purposes, without further authorization of
Council. Upon the acceptance of any offer and upon delivery to the City of appropriate
acquisition documents, approved as to form by the City Attorney, the Director of Finance is
authorized to pay the respective consideration to the owners of the real property interest
conveyed, certified by the City Attorney to be entitled to the same.
3. Pursuant to the provisions of Section 12 of the City Charter, the second reading of
this Ordinance by title is hereby dispensed with.
ATTEST:
City Clerk.
0-authorize acquis of prop rights -Glade Creek Stream Restoration Project (3.16.20) 2
CITY COUNCIL AGENDA REPORT
f "Ell
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Acquisition of Real Property associated with the Glade Creek at
Gus Nicks Boulevard Stream Restoration Project
Background:
In an effort to reduce sediment in the Roanoke River and 13 tributaries having
watersheds within City limits, the Stormwater Utility has designated a portion of
its annual revenue for projects that aim to stabilize waterways and increase
water quality. On an annual basis, the Stormwater Utility also applies for and
typically receives 50/50 match grant funding through the Department of
Environmental Quality's (DEQ) Stormwater Local Assistance Fund (SLAF), for
such water quality projects.
One of the proposed projects is the Glade Creek at Gus Nicks Boulevard Stream
Restoration project. The project involves the stabilization and restoration of
approximately 2,921 linear feet of creek, the installation of stream features and
bank structures, grading for floodplain reconnection and increased flood
storage, and the establishment of a riparian buffer. This project is in the
general vicinity of the jurisdictional boundary between the City of Roanoke,
Town of Vinton, and Roanoke County.
This segment of Glade Creek has been identified as a water quality project in
the Tinker Creek Watershed Master Plan because stabilization of heavily incised
streambanks will reduce erosion in Glade Creek and improve water quality.
Increasing the floodplain storage capacity will also reduce the severity of stream
flooding during heavy rainfall, mitigating risk to downstream homes and
businesses.
In order to construct, operate, and maintain the proposed improvements, the
City will need to acquire real property rights from public and private owners.
Considerations:
City Council action is necessary to authorize the acquisition of real property
rights needed for the Glade Creek at Gus Nicks Boulevard Stream Restoration
project. The real property rights needed are outlined below, but are subject to
minor variation of location and extent pending final engineering design details.
Permanent maintenance and temporary construction easements of variable
length and width are required to accommodate construction activities and will
affect thirteen (1 3) properties in the general vicinity identified above. The City
may also need to acquire various other property rights involving the property
listed below and other properties that have not yet been identified for this
project. The properties that have been identified so far are as follows:
Tax Map Parcel
Required Property
Address
Owner
Rights
Number
3410607
2532 Brook St., NE
Cuellar, Rachel A.
Fee Simple
3410608
2538 Brook St., NE
Jireh Mountain, LLC
Fee Simple
3410611
2546 Brook St., NE
Van Buren, Lesha C.
Fee Simple
Temporary Construction
999999
N/A
Norfolk Southern Railroad
and Permanent
Maintenance Easement
Temporary Construction
3410613
0 OMAR AV NE
Commonwealth of Virginia
and Permanent
Maintenance Easement
Temporary Construction
3410612
0 OMAR AV NE
Commonwealth of Virginia
and Permanent
Maintenance Easement
Temporary Construction
3410617
0 BROOK ST NE
Town of Vinton
and Permanent
Maintenance Easement
Temporary Construction
3410616
2571 IDLEWILD
BLVD NE
Beth -Ann Owens Lugar
and Permanent
Maintenance Easement
Temporary Construction
3410615
2565 IDLEWILD
Leo D. Burnetter. jr.
and Permanent
BLVD NE
Maintenance Easement
Temporary Construction
3321410
0 KERMIT AV NE
Harinath Gandhi
and Permanent
Maintenance Easement
Temporary Construction
060.11-04-17.00-0000
156 Highland Rd
Roanoke County Board
and Permanent
Vinton Va, 24179
of Su ervisors
Maintenance Easement
Temporary Construction
060.11-04-24.00-0000
0 Gus Nicks Blvd,
Town of Vinton
and Permanent
Vinton Va, 241 79
Maintenance Easement
2
Recommended Action:
Authorize the acquisition of any and all real property rights needed to construct
the proposed Glade Creek Stream Restoration project, including but not limited
to the specific property rights identified in this City Council Agenda Report, by
negotiation and execution of the appropriate acquisition documents by the City
Manager, such documents to be approved as to form by the City Attorney.
Robert OEw;e Jr.
Ci ty Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Robert K. Bengtson, P.E., Director of Public Works
Luke Pugh, P.E., City Engineer
Dwayne R. D'Ardenne, CGM, PWM, Stormwater Manager
Leigh Anne Weitzenfeld, MNR, Water Quality Administrator
Marcus F. Aguilar, PE, PhD, Stormwater Research Engineer
R. Curry McWilliams. EIT, Civil Engineer I
Cassandra L. Turner, Economic Development Specialist
3
Temporary Construction
060.11-04-23-00-0000
0 Gus Nicks Blvd,
Vinton Va, 24179
Town of Vinton
and Permanent
Maintenance Easement
Temporary
350 Gus Nicks Blvd,
Town of Vinton
Construction and
060.11-04-22.00-0000
Vinton Va, 24179
Permanent
Maintenance Easement
Temporary
0 Wayne St, Vinton
Town of Vinton
Construction and
060.11-04-11-00-0000
Va, 24179
Permanent
Maintenance Easement
Temporary
0 Gus Nicks Blvd,
Charles E. Leslie
Construction and
060.11-04-24.03-0000
Vinton Va, 24179
Permanent
Maintenance Easement
Recommended Action:
Authorize the acquisition of any and all real property rights needed to construct
the proposed Glade Creek Stream Restoration project, including but not limited
to the specific property rights identified in this City Council Agenda Report, by
negotiation and execution of the appropriate acquisition documents by the City
Manager, such documents to be approved as to form by the City Attorney.
Robert OEw;e Jr.
Ci ty Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Robert K. Bengtson, P.E., Director of Public Works
Luke Pugh, P.E., City Engineer
Dwayne R. D'Ardenne, CGM, PWM, Stormwater Manager
Leigh Anne Weitzenfeld, MNR, Water Quality Administrator
Marcus F. Aguilar, PE, PhD, Stormwater Research Engineer
R. Curry McWilliams. EIT, Civil Engineer I
Cassandra L. Turner, Economic Development Specialist
3
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41689 - 031620.
AN ORDINANCE providing for the acquisition of real property rights needed by the
City in connection with the 13th Street Bridge, SW over Norfolk Southern Railroad
Rehabilitation Project ( "Project "); authorizing City staff to acquire such property rights by
negotiation for the City; authorizing the City Manager to execute appropriate acquisition
documents; 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 wants and needs certain real property rights, to include temporary
construction and /or permanent easements of variable length and width, and such other real
property interests as needed, as set forth in the City Council Agenda Report dated March 16,
2020, for the Project, in the general vicinity of the 13th Street Bridge, SW over the Norfolk
Southern Railroad, and surrounding streets. The proper City officials and City staff are hereby
authorized to acquire by negotiation for the City the necessary real property right interests and
appropriate ancillary rights with respect to the real property parcel referred to in the above
mentioned City Council Agenda Report, and any other real property interests needed for the
Project. All requisite documents shall be approved as to form by the City Attorney.
2. The City Manager is further authorized to execute appropriate acquisition
documents for the above mentioned parcel for such consideration as deemed appropriate for the
necessary interest, provided, however, the total consideration offered or expended, including
costs, title search fees, appraisal costs, recordation fees, and other related costs shall not exceed
the funds available in the Project's account for such purposes, without further authorization of
Council. Upon the acceptance of any offer and upon delivery to the City of appropriate
acquisition documents, approved as to form by the City Attorney, the Director of Finance is
authorized to pay the respective consideration to the owner of the real property right interest
conveyed, certified by the City Attorney to be entitled to the same.
3. Pursuant to the provisions of Section 12 of the City Charter, the second reading of
this Ordinance by title is hereby dispensed with.
ATTEST:
CZ�. -4g
City Clerk.
O- Authorize acquis of prop rights -13" St Bridge, SW over Norfolk Southern Railroad Rehab Project (3.16.20)
2
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: 13`h Street Bridge S.W. over Norfolk Southern Railroad
Rehabilitation Project - Acquisition of Property Rights
Background:
As part of the City's Bridge Capital Improvement Program, City Council
appropriated $765,000 for rehabilitation of the 13`h Street Bridge S.W. over
Norfolk Southern Railroad. The rehabilitation activities include replacement of
the bridge superstructure at each approach span and elimination of deck joints.
The City will need to acquire real property rights to facilitate the project.
Considerations:
City Council action is necessary to authorize the acquisition of real property
rights needed for the 13`h Street Bridge S.W. over Norfolk Southern Railroad
Rehabilitation project. The real property rights needed are outlined below, but
are subject to minor variation of location and extent pending final engineering
design details.
Funding for acquisition of the real property rights is available in the project
account 08- 530 -9595 (13`h Street over Norfolk Southern Railroad S.W. Bridge
Rehabilitation).
Temporary construction and /or permanent easements of variable length and
width are required to accommodate construction activities and will affect one
(1) property in the general vicinity identified above. This property has been
identified as follows:
Tax Map
Parcel
Address
Owner
Required Property Rights
Number
1 220 9 0 6
0 1311 Street S.W.
Black Dog
Temporary Public Utility
Pro erties 11 LLC
Easement
Recommended Action:
Authorize the acquisition of real property rights needed to construct the
proposed 13th Street Bridge S.W. over Norfolk Southern Railroad Rehabilitation
project by negotiation and execution of the appropriate acquisition documents
by the City Manager, such documents to be approved as to form by the City
Attorney.
-------- - - - - -- ------ - - - - --
Robert S. Cowell, Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Robert K. Bengtson, P. E., Director of Public Works
Luke E. Pugh, P.E., City Engineer
2
r
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41690 - 031620.
AN ORDINANCE providing for the acquisition of real property rights needed by the
City in connection with the City's Stormwater Utility Flood Mitigation Program; authorizing
City staff to acquire such property rights by negotiation for the City; authorizing the City
Manager to execute appropriate acquisition documents; 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 wants and needs certain real property rights, to include fee simple
acquisition, and such other real property interests as needed, via the Stormwater Utility Flood
Mitigation Program, as set forth in the City Council Agenda Report dated March 16, 2020. Such
acquisition will be funded through Stormwater Utility funds pursuant to the City's Stormwater
Utility Flood Mitigation Program. The proper City officials and City staff are hereby authorized
to acquire by negotiation for the City the necessary real property interests and appropriate
ancillary rights with respect to the real property parcel located within the Garnand Branch
floodway referred to in the above mentioned City Council Agenda Report, and any other real
property interests needed for the Project. All requisite documents shall be approved as to form
by the City Attorney.
2. The City Manager is further authorized to execute appropriate acquisition
documents, and such other real property interests needed for the acquisition of the real property
parcel referred to in the above mentioned City Council Agenda Report, for such consideration as
deemed appropriate for the necessary interests, provided, however, the total consideration
offered or expended, including costs, title search fees, appraisal costs, recordation fees, and other
related costs shall not exceed the funds available for these purposes, without further
authorization of Council. Upon the acceptance of any offer and upon delivery to the City of
appropriate acquisition documents, approved as to form by the City Attorney, the Director of
Finance is authorized to pay the respective consideration to the owners of the real property
interest conveyed, certified by the City Attorney to be entitled to the same.
3. Pursuant to the provisions of Section 12 of the City Charter, the second reading of
this Ordinance by title is hereby dispensed with.
ATTEST:
e&x&, J. OW*j,
City Clerk.
0-authorize acquis of prop rights- Stormwater Utility Flood Mitigation Program - Garnand Branch floodway (3.16.20)
`~ CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Acquisition of Real Property for Flood Mitigation
Background:
The Stormwater Utility Flood Mitigation Program, authorized in 2019, provides an
additional option beyond leveraging Federal Emergency Management Agency
(FEMA) grants to acquire developed parcels within City limits that are subject to
repetitive property damage due to high -water (flood) events. This new program also
supplemented the City's existing process of acquiring vacant parcels to address
stormwater flooding issues using 100% Stormwater Utility funds. With vacant
floodplain parcels under City ownership, debris removal from the stream channel
can be performed on a routine basis without need for a maintenance easement or
right -of -entry permit from a private parcel owner. Further, under City ownership,
the riparian buffer area along the stream channel of these vacant parcels can be
enhanced to not only reduce downstream flooding but also improve water quality
downstream as required by the City's Municipal Separate Storm Sewer System (MS4)
permit. Finally, vacant parcels having deeded restrictive covenants in proximity to
river and tributary floodplains add points towards the City's progressive floodplain
management activities resulting in City residents being eligible for a 15% discount
on flood insurance premiums as part of the National Flood Insurance Program's
Community Rating System (CRS).
This request seeks authority to acquire one (1) parcel within the Garnand
Branch floodway. This currently vacant parcel will be maintained as vegetated
open space.
Considerations:
City Council action is necessary to authorize the acquisition of real property
rights needed for the Stormwater Utility Flood Mitigation Program. The real
property acquisitions are outlined below.
Funding for acquisition of the real property rights will be available in capital
account 03- 530 - 3063 -9050.
The City may also need to acquire various other property rights involving the
property listed below. The property that has been identified to date is as
follows:
Parcel
Required
Identification
Address
Owner
Property Rights
Number
PARSELL & ZEIGLER
4360529
1 332 PLEASANT RD SE
DEVELOPMENT
Fee Simple
CORPORATION
Recommended Action:
Authorize the acquisition of vacant Parcel bearing Official Tax Map No.
4360529 identified above as part of the Stormwater Utility Flood Mitigation
Program, all by negotiation and execution of the appropriate acquisition
documents by the City Manager, such documents to be approved as to form by
the City Attorney.
---- --------------- - - - --
Robert S. Cowell, .Jr.
City Manager
Distribution: Council Appointed Officers
Sherman M. Stovall, Assistant City Manager for Operations
Robert K. Bengtson, P.E., Director of Public Works
Dwayne R. D'Ardenne, CSM, PWM, Stormwater Manager
Leigh Anne Weitzenfeld, MNR, Water Quality Administrator
Marcus F. Aguilar, PE, PhD, Stormwater Research Engineer
R. Curry McWilliams. EIT, Civil Engineer
Cassandra L. Turner, Economic Development Specialist
2
M1 IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41691 - 031620.
AN ORDINANCE appropriating additional revenues from the GO Outside Festival
to be utilized for the growth of the event, amending and reordaining certain sections of the
2019 -2020 General 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 General Fund Appropriations be, and the same are hereby,
amended and reordained to read and provide as follows:
Appropriations
Special Event 01- 620 - 7124 -2125 $ 70,000
Revenues
Outdoor Recreation Events 01- 110 - 1234 -1584 70,000
Pursuant to the provisions of Section 12 of the City Charter, the second reading
of this ordinance by title is hereby dispensed with.
ATTEST:
City Clerk.
CITY COUNCIL AGENDA REPORT
1W
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Budget Amendment - Recreation Special Event Programs
Background:
The Go Outside Festival, presented by Anthem Blue Cross and Blue Shield, is an
annual event to encourage healthy, active outside recreation. By combining the
things outdoor enthusiasts love - camping, music, gear, races, and demos all in
a beautiful outdoor setting - GO Fest is a celebration of everything outdoors.
Roanoke GO Fest is a partnership between the nonprofit Roanoke Outside
Foundation and the City of Roanoke Department of Parks and Recreation.
Since its first year in 2011, the GO Outside Festival has seen tremendous
growth, not only in participation from the community but also infrastructure
needs and sponsorship /revenue generators.
Considerations:
GO Fest by the Numbers:
a. Attendance has increased from 4,500 attendees in 2011 to 40,000
attendees in 2019;
b. Expenditures have increased from roughly $32,000 in 2011 to
$290,000 in 2019;
C. Gross revenues have increased from roughly $41,000 in 2011 to
$361,000 in 2019; and,
d. Net revenue has increased from roughly $9,000 in 2011 to
$71,000 in 2019.
In order for the Parks and Recreation Department's resource allocation to
continue to grow with the success of GO Fest, the following amendment needs
to be made to the current operating budget:
Expenditures:
01- 620 - 7124 -2125 - Special Events - $70,000
Revenues:
01 -110 -1 234 -1 584 - Outdoor Recreation Events - $70,000
Recommended Action:
Adopt the accompanying budget ordinance to have the Department of Finance
to establish increased revenue estimates in the amount of $70,000, and
appropriate the same amount to the corresponding expenditure line items.
Robert S. owell, .Jr.
City Manager
Distribution: Council Appointed Officers
2
CECELIA F.,NICCOY, CHIC
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: clerks roanokeva.gov
March 17, 2020
The Honorable Brenda Hamilton
Clerk of Circuit Court
Roanoke, Virginia
Dear Ms. Hamilton:
CECELIA T. WEBB, CNIC
Assistant Depute City Clerk
I am enclosing an attested copy of Resolution No. 41692- 031620 authorizing the
issuance and sale of not to exceed twenty -three million dollars ($23,000,000.00)
aggregate principal amount of City of Roanoke, Virginia, General Obligation Public
Improvement Refunding Bonds; fixing certain details of the bonds; and otherwise
providing with respect to the issuance, sale and delivery of such bonds and the
refunding of the refunded bonds.
The abovereferenced measure was adopted by the Council of the City of Roanoke at a
regular meeting held on Monday, March 16, 2020, and is in full force and effect upon its
passage.
Sincerely,
Cecelia F. McCoy, CMC
City Clerk
Enclosure
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41692 - 031620.
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED
TWENTY -THREE MILLION DOLLARS ($23,000,000) AGGREGATE PRINCIPAL
AMOUNT OF CITY OF ROANOKE, VIRGINIA, GENERAL OBLIGATION PUBLIC
IMPROVEMENT REFUNDING BONDS; FIXING CERTAIN DETAILS OF THE
BONDS; AND OTHERWISE PROVIDING WITH RESPECT TO THE ISSUANCE,
SALE AND DELIVERY OF SUCH BONDS AND THE REFUNDING OF THE
REFUNDED BONDS
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROANOKE,
VIRGINIA, AS FOLLOWS:
SECTION 1. The Council (the "Council ") of the City of Roanoke, Virginia (the
"City "), hereby finds and determines as follows:
(a) Pursuant to the Public Finance Act of 1991, and resolutions adopted by
this Council, there were authorized to be issued, sold and delivered the City's $5,500,000
aggregate principal amount of General Obligation Public Improvement Bonds, Series 2006B,
dated January 26, 2006 (the "Series 2006B Bonds ").
(b) Pursuant to the Public Finance Act of 1991, and resolutions adopted by
this Council, there were authorized to be issued, sold and delivered the City's $4,820,000
aggregate principal amount of General Obligation Public Improvement and Refunding Bonds,
Series 2010C (Tax- Exempt), dated August 11, 2010 (the "Series 2010C Bonds ").
(c) Pursuant to the Public Finance Act of 1991, and resolutions adopted by
this Council, there were authorized to be issued, sold and delivered the City's $5,470,000
aggregate principal amount of General Obligation Public Improvement Bonds, Series 2010D
(Tax- Exempt Recovery Zone Facility Bonds), dated August 11, 2010 (the "Series 2010D
Bonds ").
(d) Pursuant to the Public Finance Act of 1991, and resolutions adopted by
this Council, there were authorized to be issued, sold and delivered the City's $15,385,000
aggregate principal amount of General Obligation Public Improvement and Refunding Bonds,
Series 2012C (Tax - Exempt), dated March 14, 2012 (the "Series 2012C Bonds ").
(e) Pursuant to the Public Finance Act of 1991, and resolutions adopted by
this Council, there were authorized to be issued, sold and delivered the City's $24,580,000
3430772.2 043265 RSIND
aggregate principal amount of General Obligation Public Improvement and Refunding Bonds,
Series 2013A (Tax- Exempt), dated February 27, 2013 (the "Series 2013A Bonds ").
(f) The City has been advised by the City's Financial Advisor that the
refunding in advance of their stated maturities of all or a portion of the outstanding Series 2006B
Bonds, Series 2010C Bonds, Series 2010D Bonds, Series 2012C Bonds, Series 2013A Bonds
and certain maturities of certain other currently outstanding issues of general obligation public
improvement bonds of the City may result in annual debt service cost savings to the City,
depending upon market conditions, or may enable the City to modify its existing annual debt
service structure.
(g) The Council desires to authorize the issuance and sale of General
Obligation Public Improvement Refunding Bonds of the City to provide for the refunding in
advance of their stated maturities and redemption of all or a portion of the outstanding Series
2006B Bonds, Series 2010C Bonds, Series 2010D Bonds, Series 2012C Bonds, Series 2013A
Bonds and certain maturities of such other outstanding general obligation public improvement
bonds, the refunding of which shall be recommended by the City's Financial Advisor (such
bonds to be refunded in advance of their stated maturities being referred to hereinafter as the
"Refunded Bonds ").
(h) Pursuant to Article 5 of the Public Finance Act of 1991, the City is
authorized to issue refunding bonds to refund all or a portion of its outstanding bonds in advance
of their stated maturities.
(i) In the judgment of this Council, it is necessary and expedient to authorize
the issuance and sale of not to exceed Twenty -Three Million Dollars ($23,000,000) aggregate
principal amount of General Obligation Public Improvement Refunding Bonds for the purpose of
refunding all or a portion of the Refunded Bonds and paying the costs related to the issuance of
such General Obligation Public Improvement Refunding Bonds.
SECTION 2. (a) Pursuant to the Public Finance Act of 1991, including in
particular Title 15.2, Chapter 26, Article 5, Section 15.2 -2643 et seq., of the Code of Virginia,
1950, as amended, for the purpose of providing funds to refund the Refunded Bonds in advance
of their stated maturities and to pay the costs of issuance of the Bonds (as defined herein), there
are hereby authorized to be issued, sold and delivered in one or more series from time to time not
to exceed Twenty -Three Million Dollars ($23,000,000) aggregate principal amount of general
obligation refunding bonds of the City which shall be designated and known as "City of
Roanoke, Virginia, General Obligation Public Improvement Refunding Bonds" (referred to
herein as the "Bonds ").
(b) The Bonds shall be issued in their entirety at one time, or from time to
time in part in series, as shall be determined by the Director of Finance or the City Manager.
There shall be added to the designation of the Bonds a series designation determined by the
Director of Finance or the City Manager. The Bonds shall be issued in fully registered form in
the denomination of $5,000 each or any integral multiple thereof. The Bonds of a given series
shall be numbered from No. R -1 upwards in order of issuance. The Bonds shall bear interest
-2-
3430772.2 043265 RSIND
from their date payable on such date and semiannually thereafter as shall be determined by the
City Manager or the Director of Finance in accordance with the provisions of Section 8 and
Section 11 hereof. The Bonds shall be issued in such aggregate principal amount (not exceeding
in the aggregate the principal amount specified in Section 2(a) hereof); and shall mature on such
dates and in such years (but in no event exceeding forty (40) years from their date or dates), and
in the principal amount in each such year, determined by the City Manager or the Director of
Finance in accordance with the provisions of Section 8 and Section 11 hereof. Interest on the
Bonds shall be calculated on the basis of a three hundred and sixty (360) day year comprised of
twelve (12) thirty (30) day months.
(c) The Bonds (or portions thereof in installments of $5,000) may be made
subject to redemption at the option of the City prior to their stated maturities, in whole or in part
from time to time on any date, in such order as may be determined by the City (except that if at
any time less than all of the Bonds of a given maturity are called for redemption, the particular
Bonds or portions thereof in installments of $5,000 of such maturity to be redeemed shall be
selected by lot or by such other method in accordance with the procedures of DTC (hereinafter
defined) as may be designated by the City Manager or the Director of Finance), upon payment of
such redemption prices (expressed as a percentage of the principal amount of the Bonds to be
redeemed), together with the interest accrued thereon to the date fixed for the redemption
thereof, as shall be determined by the City Manager or the Director of Finance in accordance
with the provisions of Section 8 and Section 11 hereof.
(d) (i) If any Bond (or any portion of the principal amount thereof in
installments of $5,000) shall be called for redemption, notice of the redemption thereof,
specifying the date, number and maturity of such Bond, the date and place or places fixed for its
redemption, and if less than the entire principal amount of such Bond is to be redeemed, that
such Bond must be surrendered in exchange for the principal amount thereof to be redeemed and
a new Bond or Bonds issued equalling in principal amount that portion of the principal amount
thereof not to be redeemed, shall be mailed not less than thirty (30) days prior to the date fixed
for redemption (or such shorter period as may be agreed to with the purchaser of such Bonds), by
first class mail, postage prepaid, to the registered owner thereof at his address as it appears on the
books of registry kept by the Registrar as of the close of business on the forty -fifth (45th) day
next preceding the date fixed for redemption. If notice of the redemption of any Bond shall have
been given as aforesaid, and payment of the principal amount of such Bond (or the portion of the
principal amount thereof to be redeemed) and of the accrued interest payable upon such
redemption shall have been duly made or provided for, interest thereon shall cease to accrue
from and after the date so specified for the redemption thereof.
(ii) Any notice of the optional redemption of the Bonds may state that it is
conditioned upon there being on deposit with the City on the date fixed for the redemption
thereof an amount of money sufficient to pay the redemption price of such Bonds, together with
the interest accrued thereon to the date fixed for the redemption thereof, and any conditional
notice so given may be rescinded at any time before the payment of the redemption price of such
Bonds, together with the interest accrued thereon, is due and payable if any such condition so
specified is not satisfied. If a redemption of any Bonds does not occur after a conditional notice
is given due to there not being on deposit with the City a sufficient amount of money to pay the
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3430772.2 043265 RSIND
redemption price of such Bonds, together with the interest accrued thereon to the date fixed for
the redemption thereof, the corresponding notice of redemption shall be deemed to be revoked.
(iii) So long as the Bonds are in book -entry only form, any notice of
redemption shall be given only to The Depository Trust Company, New York, New York
( "DTC "), or to its nominee. The City shall not be responsible for providing any beneficial owner
of the Bonds any notice of redemption while the Bonds are in book -entry only form.
SECTION 3. The full faith and credit of the City shall be and is irrevocably
pledged to the punctual payment of the principal of and interest on the Bonds as the same
become due. In each year while the Bonds, or any of them, are outstanding and unpaid, this
Council is authorized and required to levy and collect annually, at the same time and in the same
manner as other taxes of the City are assessed, levied and collected, a tax upon all taxable
property within the City, over and above all other taxes, authorized or limited by law and without
limitation as to rate or amount, sufficient to pay when due the principal of and interest on the
Bonds to the extent other funds of the City are not lawfully available and appropriated for such
purpose.
SECTION 4. (a) The Bonds shall be executed, for and on behalf of the City, by
the manual or facsimile signature of the Mayor of the City and shall have a facsimile of the
corporate seal of the City imprinted thereon, attested by the manual or facsimile signature of the
City Clerk of the City.
(b) The Director of Finance or the City Manager are hereby authorized to
appoint a Registrar and Paying Agent for the Bonds (the "Registrar ").
(c) The Director of Finance or the City Manager shall direct the Registrar to
authenticate the Bonds and no Bond shall be valid or obligatory for any purpose unless and until
the certificate of authentication endorsed on each Bond shall have been manually executed by an
authorized signator of the Registrar. Upon the authentication of any Bonds the Registrar shall
insert in the certificate of authentication the date as of which such Bonds are authenticated as
follows: (i) if a Bond is authenticated prior to the first interest payment date, the certificate shall
be dated as of the date of the initial issuance and delivery of the Bonds of the series of Bonds of
which such Bond is one, (ii) if a Bond is authenticated upon an interest payment date, the
certificate shall be dated as of such interest payment date, (iii) if a Bond is authenticated after the
fifteenth (15th) day of the calendar month next preceding an interest payment date and prior to
such interest payment date, the certificate shall be dated as of such interest payment date and
(iv) in all other instances the certificate shall be dated as of the interest payment date next
preceding the date upon which the Bond is authenticated. In the event the dates on which
interest is payable on the Bonds of any series are other than the first days of calendar months, the
provisions of this Section 4(c) with regard to the authentication of such Bonds and of Section 10
with regard to the form of such Bonds shall be modified as the Director of Finance or the City
Manager shall determine to be necessary or appropriate.
(d) The execution and authentication of the Bonds in the manner above set
forth is adopted as a due and sufficient authentication of the Bonds.
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SECTION 5. (a) The principal of and interest on the Bonds shall be payable in
such coin or currency of the United States of America as at the respective dates of payment
thereof is legal tender for public and private debts at the office of the Registrar. Interest on the
Bonds shall be payable by check mailed by the Registrar to the registered owners of such Bonds
at their respective addresses as such addresses appear on the books of registry kept pursuant to
this Section 5; provided, however, that so long as the Bonds are in book -entry form and
registered in the name of Cede & Co., as nominee of DTC, or in the name of such other nominee
of DTC as may be requested by an authorized representative of DTC, interest on the Bonds shall
be paid directly to Cede & Co. or such other nominee of DTC by wire transfer.
(b) At all times during which any Bond of any series remains outstanding and
unpaid, the Registrar for such series shall keep or cause to be kept at its office books of registry
for the registration, exchange and transfer of Bonds of such series. Upon presentation at its
office for such purpose, the Registrar, under such reasonable regulations as it may prescribe,
shall register, exchange or transfer, or cause to be registered, exchanged or transferred, on the
books of registry the Bonds as hereinbefore set forth.
(c) The books of registry shall at all times be open for inspection by the City
or any duly authorized officer thereof.
(d) Any Bond may be exchanged at the office of the Registrar for such series
of Bonds for a like aggregate principal amount of such Bonds in other authorized principal sums
of the same series, interest rate and maturity.
(e) Any Bond of any series may, in accordance with its terms, be transferred
upon the books of registry by the person in whose name it is registered, in person or by his duly
authorized agent, upon surrender of such Bond to the Registrar for cancellation, accompanied by
a written instrument of transfer duly executed by the registered owner in person or by his duly
authorized attorney, in form satisfactory to the Registrar.
(f) All transfers or exchanges pursuant to this Section 5 shall be made without
expense to the registered owners of such Bonds, except as otherwise herein provided, and except
that the Registrar for such series of Bonds shall require the payment by the registered owner of
the Bond requesting such transfer or exchange of any tax or other governmental charges required
to be paid with respect to such transfer or exchange. All Bonds surrendered pursuant to this
Section 5 shall be cancelled.
(g) (i) Except as otherwise provided in Section 11 hereof, the Bonds shall be
issued in full book -entry form. One Bond representing each maturity of each series of the Bonds
will be issued to and registered in the name of Cede & Co., as nominee of DTC, or such other
nominee of DTC as may be requested by an authorized representative of DTC, as registered
owner of the Bonds, and each such Bond will be immobilized in the custody of DTC. DTC will
act as securities depository for the Bonds. Individual purchases will be made in book -entry form
only, in the principal amount of $5,000 or any integral multiple thereof. Purchasers will not
receive physical delivery of certificates representing their interest in the Bonds purchased.
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(ii) Except as otherwise provided in Section 11 hereof, principal and interest
payments on the Bonds will be made by the Registrar to DTC or its nominee, Cede & Co., or
such other nominee of DTC as may be requested by an authorized representative of DTC, as
registered owner of the Bonds, which will in turn remit such payments to the DTC participants
for subsequent disbursal to the beneficial owners of the Bonds. Transfers of principal and
interest payments to DTC participants will be the responsibility of DTC. Transfers of such
payments to beneficial owners of the Bonds by DTC participants will be the responsibility of
such participants and other nominees of such beneficial owners. Transfers of ownership interests
in the Bonds will be accomplished by book entries made by DTC and, in turn, by the DTC
participants who act on behalf of the indirect participants of DTC and the beneficial owners of
the Bonds.
(iii) The City will not be responsible or liable for sending transaction
statements or for maintaining, supervising or reviewing records maintained by DTC, its
participants or persons acting through such participants or for transmitting payments to,
communicating with, notifying, or otherwise dealing with any beneficial owner of the Bonds.
SECTION 6. (a) CUSIP identification numbers may be printed on the Bonds,
but no such number shall constitute a part of the contract evidenced by the particular Bond upon
which it is printed; no liability shall attach to the City or any officer or agent thereof (including
any paying agent for the Bonds) by reason of such numbers or any use made thereof (including
any use thereof made by the City, any such officer or any such agent) or by reason of any
inaccuracy, error or omission with respect thereto or in such use; and any inaccuracy, error or
omission with respect to such numbers shall not constitute cause for failure or refusal by a
purchaser of any Bonds to accept delivery of and pay for such Bonds. All expenses in
connection with the assignment and printing of CUSIP numbers on the Bonds shall be paid by
the initial purchasers of the Bonds.
(b) A copy of the final legal opinion with respect to the Bonds, with the name
of the attorney or attorneys rendering the same, together with a certification of the City Clerk,
executed by a facsimile signature of that officer, to the effect that such copy is a true and
complete copy (except for letterhead and date) of the legal opinion which was dated as of the
date of delivery of and payment for the Bonds, may be printed on the Bonds.
SECTION 7. To the extent it shall be contemplated at the time of their issuance
that the interest on any Bonds issued hereunder shall be excludable from gross income for
purposes of federal income taxation, the City covenants and agrees to comply with the provisions
of Sections 103 and 141 -150 of the Internal Revenue Code of 1986, as amended, and the
applicable Treasury Regulations promulgated thereunder throughout the term of the Bonds.
SECTION 8. (a) Pursuant to the authority of and for the purposes specified
herein, this Council hereby authorizes the City Manager or the Director of Finance, without
further action of this Council, to sell the Bonds in one or more series in accordance with
Section 2 at competitive or negotiated sale, on or before September 30, 2021, at a price not less
than ninety -seven percent (97 %) of the aggregate principal amount of the Bonds, plus accrued
interest, if any, from the date of the Bonds to the date of delivery thereof and payment therefor;
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provided, however, that a series of the Bonds may be sold, whether at competitive or negotiated
sale, only if the refunding of the Refunded Bonds will result in net present value savings to the
City in an amount as shall be acceptable to the City Manager, provided further that no net
present value savings shall be required in connection with the sale of a series of the Bonds to be
issued for the purpose of modifying the City's existing annual debt service structure. The Bonds
may be sold and issued contemporaneously with other General Obligation Bonds of the City as a
separate series or as part of a single series. The Bonds may be issued as taxable or tax - exempt
Bonds and shall bear interest at such rates per annum as shall be approved by the City Manager
or the Director of Finance; provided, however, in no event shall the true interest cost for the
Bonds of any series exceed five percent (5.00 %); and provided further in no event shall the
premium payable by the City upon the redemption of the Bonds of any Series exceed two percent
(2 %) of the principal amount thereof, except that any Bonds issued may be subject to redemption
at a redemption price that includes a make -whole premium, as may be determined by the City
Manager or the Director of Finance at the time of sale of any such Bonds.
(b) If the Bonds are sold at competitive sale, the Director of Finance and the
City Manager are each hereby authorized to cause to be published and disseminated (via
electronic means or otherwise) an Official Notice of Sale of the Refunding Bonds in such form
and containing such terms and conditions as the Director of Finance or the City Manager may
deem advisable, subject to the provisions hereof.
(c) If the Bonds are sold at negotiated sale, the City Manager and the Director
of Finance are each hereby authorized to select the underwriters for the Bonds of each series (the
"Underwriters ") and to sell the Bonds of each series at a negotiated sale to the Underwriters
selected by the City Manager or the Director of Finance, and the City Manager and the Director
of Finance are each hereby authorized to execute and deliver to the Underwriters one or more
Bond Purchase Contracts relating to the sale of the Bonds by the City to such Underwriters.
(d) The City Manager and the Director of Finance are each hereby authorized
to cause to be prepared and deliver to the purchasers of the Bonds a Preliminary Official
Statement and a final Official Statement relating to the Bonds on or before the dates specified in
the Bond Purchase Contract. The City Manager and the Director of Finance are each hereby
further authorized to certify that the Preliminary Official Statement for the Bonds authorized
hereunder is "deemed final" for purposes of Rule 15c2 -12 promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended ( "Rule
15c2 -12 "). The Mayor of the City is hereby authorized to execute the final Official Statement on
behalf of the City.
(e) The City Manager and the Director of Finance are each hereby authorized
to execute and deliver to the purchasers of the Bonds a Continuing Disclosure Certificate relating
to the Bonds evidencing the City's undertaking to comply with the continuing disclosure
requirements of Paragraph (b)(5) of Rule 15c2 -12 in such form as shall be approved by the City
Manager or the Director of Finance upon advice of counsel (including the City Attorney or Bond
Counsel), such approval to be conclusively evidenced by their execution and delivery thereof.
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M All actions and proceedings heretofore taken by this Council, the City
Manager, the Director of Finance and the other officers, employees, agents and attorneys of and
for the City in connection with the issuance and sale of the Bonds are hereby ratified and
confirmed.
SECTION 9. (a) The City Manager and the Director of Finance are each hereby
authorized to enter into an Escrow Deposit Agreement in the form customarily entered into by
the City in connection with advance refunding transactions providing for the redemption of the
Refunded Bonds (the "Escrow Deposit Agreement ") and to appoint an Escrow Agent to serve
under the Escrow Deposit Agreement. The City Manager and the Director of Finance are each
hereby authorized to appoint a verification agent to verify the mathematical accuracy of
computations relating to the Bonds and the Refunded Bonds.
(b) The City Manager and the Director of Finance are each hereby authorized
to execute, on behalf of the City, subscriptions or purchase agreements for the securities to be
purchased by the Escrow Agent from moneys deposited in the Escrow Deposit Fund created and
established under the Escrow Deposit Agreement. Such securities so purchased shall be held by
the Escrow Agent under and in accordance with the provisions of the Escrow Deposit
Agreement. The City Manager and the Director of Finance are each hereby authorized to sell
any securities held by the Escrow Agent under and in accordance with the provisions of the
Escrow Deposit Agreement and to purchase securities in lieu of and in substitution therefor.
(c) Subject to the sale and receipt of the proceeds of the Bonds, the City
Manager and the Director of Finance are each hereby authorized to designate the Refunded
Bonds for redemption on such date or dates as they shall determine and are hereby further
authorized to direct the Escrow Agent to cause notices of the redemption of the Refunded Bonds
on such date or dates to be given in accordance with the provisions of the proceedings
authorizing the issuance of the Refunded Bonds.
SECTION 10. The Bonds, the certificate of authentication of the Registrar, and
the assignment endorsed on the Bonds, shall be substantially in the forms set forth in Exhibit A
attached hereto.
SECTION 11. (a) In addition to the authorization for a competitive or negotiated
sale of the Bonds as set forth in Section 8 hereof, the Council hereby authorizes the issuance and
sale of the Bonds to one or more lenders to evidence one or more loans made to the City by one
or more lenders in accordance with any proposal made by such lender(s) to the City pursuant to
any Request for Proposal issued by the City for any such loan (hereinafter any such Request for
Proposal of the City and any proposal from any lender(s) submitted in response thereto shall be
collectively referred to as a "Financing Proposal "). There is hereby delegated to each of the City
Manager and the Director of Finance, without further action by the Council, the authority to
issue and deliver the Bonds pursuant to this Section 11 at such price(s) and rate(s), and on such
other terms and conditions, as shall be provided in any Financing Proposal, which Financing
Proposal shall be in such form and containing such terms and conditions as the City Manager or
the Director of Finance deem acceptable, acting with the advice of the City's Financial Advisor
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3430772.2 043265 RSIND
and legal counsel (including the City Attorney and the City's Bond Counsel), subject to the
provisions and parameters set forth herein.
(b) Notwithstanding anything in this Resolution to the contrary, Bonds
issued and sold pursuant to a Financing Proposal as provided in this Section 11 may bear interest
at such fixed rates or variable rates of interest (which variable rates of interest shall be
determined in accordance with any variable rate formula as shall be set forth in any Financing
Proposal) as shall be determined by the City Manager or the Director of Finance, acting with the
advice of the City's financial advisor; provided, however, that the true interest cost of any fixed
rate(s), or the initial variable rate(s) of interest, shall not exceed 5.000 %; and provided further
that the fixed rate(s) or variable rate(s) determined for such Bonds may be further subject to
adjustment upon the occurrence of certain events or conditions as may be set forth in any
Financing Proposal, including, without limitation, adjustments to the stated interest rate or
interest rate formula upon the occurrence of any event of taxability with respect to the Bonds,
any default in payment with respect to the Bonds, and any change in the marginal corporate tax
rate of corporations under federal law. Notwithstanding anything in this Resolution to the
contrary, any Bonds issued and sold pursuant to a Financing Proposal as provided in this Section
11 may be pre - payable at a prepayment price or redemption price that includes any make -whole
amount, yield maintenance fee, penalty fee or break - funding amount calculated in accordance
with any formula acceptable to the City Manager or the Director of Finance, acting with the
advice of the City's Financial Advisor and legal counsel (including the City Attorney and Bond
Counsel) as may be set forth in any Financing Proposal or in the Bonds, and in such case, such
prepayment price or redemption price may exceed the 2% redemption premium limitation set
forth in Section 8 above.
(c) Any one of the City Manager or the Director of Finance is hereby
authorized to execute and deliver any Financing Agreement, purchase agreement or any other
document, agreement or instrument necessary to provide for the issuance and delivery of the
Bonds (hereinafter collectively referred to as the "Financing Documents "), which Financing
Documents shall be in such form and substance as shall be acceptable to the City Manager or the
Director of Finance, as evidenced by his or her signature thereon, acting with the advice of legal
counsel (including the City Attorney and Bond Counsel). Any one of the City Manager or the
Director of Finance is hereby further authorized to determine, or to modify the form of and terms
of the Bonds with respect to the dated date of the Bonds, the authorized denominations of the
Bonds, the assignment of CUSIP Numbers, if any, to the Bonds, and the principal and interest
payment dates of the Bonds. Notwithstanding anything in this Resolution to the contrary, any of
the Bonds may be issued directly to the purchaser thereof, as registered owner or holder thereof
SECTION 12. The City Clerk is hereby directed to file a copy of this Resolution,
certified by such City Clerk to be a true copy hereof, with the Circuit Court of the City of
Roanoke, Virginia, all in accordance with Section 15.2 -2607 of the Code of Virginia, 1950, as
amended (the same being the Public Finance Act of 1991, as amended).
SECTION 13. All ordinances, resolutions and proceedings in conflict herewith
are, to the extent of such conflict, repealed.
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3430772.2 043265 RSIND
ATTEST:
(. dd ..4, Yn
CITY CLERK.
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3430772.2 043265 RSIND
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE
GENERAL OBLIGATION PUBLIC
IMPROVEMENT REFUNDING BOND
SERIES
No. R-_
MATURITY DATE: INTEREST RATE:
REGISTERED OWNER:
PRINCIPAL SUM:
EXHIBIT A
DATE OF BOND: CUSIP NO:
DOLLARS
KNOW ALL MEN BY THESE PRESENTS, that the City of Roanoke, in the
Commonwealth of Virginia (the "City "), for value received, acknowledges itself indebted and
hereby promises to pay to the Registered Owner (named above), or registered assigns, on the
Maturity Date (specified above) (unless this Bond shall be subject to prior redemption and shall
have been duly called for previous redemption and payment of the redemption price duly made
or provided for), the Principal Sum (specified above), and to pay interest on such Principal Sum
on and semiannually on each and thereafter
(each such date is hereinafter referred to as an "interest payment date "), from the date hereof or
from the interest payment date next preceding the date of authentication hereof to which interest
shall have been paid, unless such date of authentication is an interest payment date, in which case
from such interest payment date, or unless such date of authentication is within the period from
the sixteenth (16th) day to the last day of the calendar month next preceding the following
interest payment date, in which case from such following interest payment date, such interest to
be paid until the maturity or redemption hereof at the Interest Rate (specified above) per annum,
by check mailed by the Paying Agent hereinafter mentioned to the Registered Owner in whose
name this Bond is registered upon the books of registry, as of the close of business on the
fifteenth (15th) day (whether or not a business day) of the calendar month next preceding each
interest payment date; provided, however, that so long as this Bond is in book -entry only form
and registered in the name of Cede & Co., as nominee of The Depository Trust Company
( "DTC "), or in the name of such other nominee of DTC as may be requested by an authorized
representative of DTC, interest on this Bond shall be paid directly to Cede & Co. or such other
nominee of DTC by wire transfer. Interest on this Bond shall be calculated on the basis of a
three hundred and sixty (360) day year comprised of twelve (12) thirty (30) day months.
The principal of this Bond is payable on presentation and surrender hereof at the
office of , as the Registrar and Paying Agent, in the
City of Principal of and interest on this Bond are payable in any
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3430772.2 043265 RSIND
coin or currency of the United States of America which, on the respective dates of payment
thereof, shall be legal tender for public and private debts.
This Bond is one of a series of Bonds of like date, denomination and tenor except
as to number, interest rate and maturity, and is issued for the purpose of providing funds to
refund in advance of their stated maturities certain general obligation public improvement bonds
heretofore issued by the City to pay the costs of public improvement projects of and for the City.
This Bond is issued under and pursuant to and in full compliance with the Constitution and
statutes of the Commonwealth of Virginia, including Chapter 26 of Title 15.2 of the Code of
Virginia, 1950, as amended (the same being the Public Finance Act of 1991, as amended), and a
resolution and other proceedings of the Council of the City duly adopted and taken under the
Public Finance Act of 1991.
The Bonds of the series of which this Bond is one (or portions thereof in
installments of $5,000) maturing on and after _, are subject to redemption at the
option of the City prior to their stated maturities, on or after , in whole or in
part from time to time on any date, in such order as may be determined by the City (except that if
at any time less than all of the Bonds of a given maturity are called for redemption, the particular
Bonds or portions thereof in installments of $5,000 of such maturity to be redeemed shall be
selected by lot), upon payment of a redemption price equal to the principal amount of the Bonds
to be redeemed, together with the interest accrued thereon to the date fixed for the redemption
thereof.
The Bonds of the series of which this Bond is one maturing on _,
are subject to mandatory sinking fund redemption on and on each
_ thereafter and to payment at maturity on in the principal amounts in each
year set forth below, in the case of redemption with the particular Bonds or Bonds or portions
thereof to be redeemed to be selected by lot, upon payment of the principal amount of the Bonds
to be redeemed, together with the interest accrued on the principal amount to be redeemed to the
date fixed for the redemption thereof:
Year
Principal Amount
The City, at its option, may credit against such mandatory sinking fund redemption requirement
the principal amount of any Bonds maturing on which have been purchased
and cancelled by the City or which have been redeemed and not theretofore applied as a credit
against such mandatory sinking fund redemption requirement.
If this Bond is redeemable and this Bond (or any portion of the principal amount
hereof in installments of $5,000) shall be called for redemption, notice of the redemption hereof,
specifying the date, number and maturity of this Bond, the date and place or places fixed for its
redemption, and if less than the entire principal amount of this Bond is to be redeemed, that this
Bond must be surrendered in exchange for the principal amount hereof to be redeemed and a new
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3430772.2 043265 RSIND
Bond or Bonds issued equalling in principal amount that portion of the principal amount hereof
not to be redeemed, shall be mailed not less than thirty (30) days prior to the date fixed for
redemption, by first class mail, postage prepaid, to the Registered Owner hereof at his address as
it appears on the books of registry kept by the Registrar as of the close of business on the forty -
fifth (45th) day next preceding the date fixed for redemption. If notice of the redemption of this
Bond (or the portion of the principal amount hereof to be redeemed) shall have been given as
aforesaid, and payment of the principal amount of this Bond (or the portion of the principal
amount hereof to be redeemed) and of the accrued interest payable upon such redemption shall
have been duly made or provided for, interest hereon shall cease to accrue from and after the date
so specified for the redemption hereof.
Any notice of the optional redemption of this Bond may state that it is conditioned
upon there being on deposit with the City on the date fixed for the redemption hereof an amount
of money sufficient to pay the redemption price of this Bond, together with the interest accrued
thereon to the date fixed for the redemption hereof, and any conditional notice so given may be
rescinded at any time before the payment of the redemption price of this Bond, together with the
interest accrued thereon, is due and payable if any such condition so specified is not satisfied. If
a redemption of this Bond does not occur after a conditional notice is given due to there not
being on deposit with the City a sufficient amount of money to pay the redemption price of this
Bond, together with the interest accrued thereon to the date fixed for the redemption hereof, the
corresponding notice of redemption shall be deemed to be revoked.
Subject to the limitations and upon payment of the charges, if any, provided in the
proceedings authorizing the Bonds of the series of which this Bond is one, this Bond may be
exchanged at the office of the Registrar for a like aggregate principal amount of Bonds of other
authorized principal amounts and of the same series, interest rate and maturity. This Bond is
transferable by the Registered Owner hereof, in person or by his attorney duly authorized in
writing, on the books of registry kept by the Registrar for such purpose at the office of the
Registrar but only in the manner, subject to the limitations and upon payment of the charges, if
any, provided in the proceedings authorizing the Bonds of the series of which this Bond is one,
and upon the surrender hereof for cancellation. Upon such transfer a new Bond or Bonds of
authorized denominations and of the same aggregate principal amount, series, interest rate and
maturity as the Bond surrendered, will be issued to the transferee in exchange herefor.
This Bond shall not be valid or obligatory unless the certificate of authentication
hereon shall have been manually signed by the Registrar.
The full faith and credit of the City are irrevocably pledged to the punctual
payment of the principal of and interest on this Bond as the same become due. In each year
while this Bond is outstanding and unpaid, the Council of the City is authorized and required to
levy and collect annually, at the same time and in the same manner as other taxes of the City are
assessed, levied and collected, a tax upon all property within the City, over and above all other
taxes, authorized or limited by law and without limitation as to rate or amount, sufficient to pay
the principal of and interest on this Bond to the extent other funds of the City are not lawfully
available and appropriated for such purpose.
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3430772.2 043265 RSIND
It is certified, recited and declared that all acts, conditions and things required to
exist, happen or be performed precedent to and in the issuance of this Bond do exist, have
happened and have been performed in due time, form and manner as required by law, and that
the amount of this Bond, together with all other indebtedness of the City does not exceed any
limitation of indebtedness prescribed by the Constitution or statutes of the Commonwealth of
Virginia or the Charter of the City.
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the
manual or facsimile signature of its Mayor; a facsimile of the corporate seal of the City to be
imprinted hereon attested by the manual or facsimile signature of the City Clerk of the City; and
this Bond to be dated as of the date first above written.
[SEAL]
Attest:
proceedings.
City Clerk
CITY OF ROANOKE, VIRGINIA
Mayor
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the within- mentioned
C
as Registrar
Authorized Signator
Date of Authentication:
A -4
3430772.2 043265 RSIND
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or type name and address, including postal zip code, of Transferee)
PLEASE INSERT SOCIAL SECURITY
OR OTHER TAX IDENTIFYING NUMBER OF TRANSFEREE:
the within Bond and all rights thereunder, hereby irrevocably constituting and appointing
, Attorney, to transfer such Bond
on the books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of The New York Stock
Exchange, Inc. or a commercial bank or trust
company.
(Signature of Registered Owner)
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears on the face of this Bond
in every particular, without alteration,
enlargement or any change whatsoever.
A -5
3430772.2 043265 RSIND
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Authorization for Issuance and Sale of General Obligation
Public Improvement Refunding Bonds
Background:
The City's Debt Policy establishes the parameters for issuing debt and
managing the debt portfolio. It provides guidance regarding the purposes for
which debt may be issued, types and amounts of permissible debt and methods
of sale that may be utilized. The City may issue refunding bonds to realize net
present value savings, eliminate burdensome covenants or provisions in
outstanding bond documents, or respond to financial emergencies or
hardships. The City's goal will be to obtain net present value savings, net of
issuance costs, at a minimum of three percent of the principal amount of the
refunded bonds, and to remain compliant with the City's Debt Policies.
Refunding Candidates:
In order to achieve the best possible net present value savings outcome, the
City, along with Davenport and Company LLC (Davenport), the City's financial
advisors, will review all outstanding issues of general obligation public
improvement and refunding bonds to select appropriate candidates for
refunding from both a legal and savings opportunity perspective. Accordingly,
each of the outstanding issues listed will continue to be evaluated for inclusion
or exclusion of refunding bond issues according to the City's policy of a
minimum of three percent net present value savings.
The City issued $55.755 million of General Obligation Public Improvement
Bonds and Refunding Bonds ($5.5 million of Series 2006B General Obligation
Public Improvement Bonds dated January 26, 2006, $4.82 million of Series
2010C General Obligation Public Improvement and Refunding Bonds dated
August 11, 2010, $5.47 million of Series 2010D General Obligation Public
Improvement Bonds dated August 11, 2010, $15.385 million of Series 2012C
General Obligation Public Improvement and Refunding Bonds dated March 14,
2012 and $24.580 million of Series 2013A General Obligation Public
Improvement and Refunding Bonds dated February 27, 2013).
Considerations:
Based upon discussions with the City's financial advisor, Davenport, the City is
currently in the position to generate moderate savings from issuing refunding
bonds. As interest rates fluctuate daily, it is important to the success of a
refunding that the City be able to act quickly once interest rates savings achieve
an acceptable level. Advance authorization is necessary to proactively manage
and pursue additional refunding opportunities in a volatile market where
conditions can rapidly change from favorable to unfavorable.
Refunding bonds will be considered additional debt in the context of the City's
Debt Policy and from rating agencies' perspective only to the extent that a
slightly higher level of principal would need to be issued than the amount of
bonds being refunded. Additionally, should a refunding take place, to the
extent that debt service on bonds is being provided by the Western Virginia
Water Authority (WVWA) or the Roanoke City Public Schools (RCPS), funding for
the new bonds also would come from the WVWA and RCPS, resulting in debt
service savings for those entities as well as for the City.
Under current market conditions, Series 2006B, 2010C, 2010D, 2012C and
2013A bonds present a savings near the City policy limit of three percent. To
the extent savings are below three percent, it shall be at the discretion of City
Administration to proceed with the refunding.
Recommended Action:
Adopt the accompanying resolution authorizing
Director of Finance to issue not to exceed $23.0
refunding bonds on or before September 30, 2021.
Robert S. rll
City Manager
the City Manager and the
million principal amount in
Distribution: Council Appointed Officers
Amelia C. Merchant, Director of Finance
Kristine L. Flynn, Hawkins Delafield & Wood LLP
David Rose, Senior Vice President, Davenport & Company, LLC
2
,�p
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41693- 031620.
AN ORDINANCE authorizing the City Manager to execute Amendment No. 5 to the
Agreement for Purchase and Sale of Real Property for the Development of a Downtown Parking
Facility and Hotel, dated September 20, 2018 (the "Agreement ") between the City of Roanoke,
Virginia (the "City "), Market Holdings, LLC, ( "MH ") and Big Lick Hospitality, LLC ( "Big
Lick "), which proposed Agreement provided that the City, as the owner of certain real property of
approximately 0.3607 acres, together with improvements thereon, situated at 120 Church Avenue,
S.E., Roanoke, Virginia, designated as Official Tax Map No. 4011413 ( "City Parcel "); MH, as the
owner of certain real property of approximately 0.5755 acres, together with improvements thereon,
situated at 116 Church Avenue, S.E., Roanoke, Virginia, designated as Official Tax Map No.
4011412 ( "MH Parcel "); and Big Lick, agreed that the City would (i) acquire the MH Parcel; (ii)
consolidate the MH Parcel with the City Parcel (collectively, the "Property "); (iii) construct on the
Property and own a Parking Facility, in fee simple, and (iv) convey to Big Lick condominium
units, certain air rights, and appropriate nonexclusive easement rights within the Parking Facility
for the construction and operation of a Hotel Facility to accommodate the operation of a Hotel on
portions of the Property, to amend certain terms of the Agreement to extend the Inspection Period,
as defined in the Agreement; reordaining Ordinance No. 41267- 091718, adopted on September
17, 2018, Ordinance No. 41450- 052019, adopted on May 20, 2019, Ordinance No. 41514- 071519,
adopted July 15, 2019, Ordinance No. 41595- 102119 adopted October 21, 2019, and Ordinance
No. 41654- 012120 adopted January 21, 2020, only to the extent not inconsistent with this
Ordinance; authorizing the City Manager to execute all documents necessary to perform,
effectuate, administer, and enforce the proposed Amendment No. 5, Amendment No. 4,
Amendment No. 3, Amendment No. 2, Amendment No. 1, and the Agreement; and dispensing
with the second reading of this Ordinance by title.
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41267 - 091718,
adopted on September 17, 2018, in which Council approved the terms of the Agreement between
the City, MH and Big Lick;
WHEREAS, the City, MH and Big Lick executed the Agreement which was dated
September 20, 2018;
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41450- 052019,
adopted May 20, 2019, in which Council approved the terms of an Amendment No. 1 to the
Agreement between the City, MH and Big Lick;
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41514- 071519,
adopted July 15, 2019, in which Council approved the terms of an Amendment No. 2 to the
Agreement between the City, MH and Big Lick;
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41595- 102119,
adopted October 21, 2019, in which Council approved the terms of an Amendment No. 3 to the
Agreement between the City, MH and Big Lick;
WHEREAS, the Council of the City of Roanoke adopted Ordinance No. 41654- 012120,
adopted January 21, 2020, in which Council approved the terms of an Amendment No. 4 to the
Agreement between the City, MH and Big Lick;
WHEREAS, under the terms of the Agreement, the Inspection Period expires on March
31, 2020;
2
WHEREAS, all Parties have requested an extension of the Inspection Period, as defined in
the Agreement, to complete its due diligence and inspections in form and substance acceptable to
the City, MH, and Big Lick; and
WHEREAS, the City, MH and Big Lick desire to amend the Agreement to address these
matters in accordance with the terms of this Amendment No. 5.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
1. City Council hereby approves the terms of Amendment No. 5 to the Agreement as
set forth in the City Council Agenda Report dated March 16, 2020, which Amendment No. 5
amends the Agreement approved by City Council by Ordinance No. 41267- 091718, adopted on
September 17, 2018, and amends Amendment No. 1 approved by City Council by Ordinance No.
41450- 052019, adopted May 20, 2019, and amends Amendment No. 2 approved by City Council
by Ordinance No. 41514- 071519, adopted July 15, 2019, and amends Amendment No. 3 approved
by City Council by Ordinance No. 41595- 102119, adopted October 21, 2019, and amends
Amendment No. 4 approved by City Council by Ordinance No. 41654- 012120, adopted January
21, 2020, and provides for certain undertakings and obligations by Big Lick, the City, and MH.
2. The City Manager is hereby authorized on behalf of the City to execute Amendment
No. 5 to the Agreement, to amend certain terms of the Agreement to extend the Inspection Period
to June 30, 2020, to complete the Parties due diligence review of the Property, as set forth in the
aforementioned City Council Agenda Report. Amendment No. 5 to the Agreement is to be
substantially similar to the Amendment No. 5 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
3
by Big Lick, the City, and MH pursuant to the Agreement, Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, and Amendment No. 5.
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:
d .Gtdj
City Clerk
M
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Amendment No. 5 to the Agreement for Purchase and Sale of
Real Property for the Development of a Downtown Parking
Facility and Hotel, dated September 20, 2018 (the "Agreement ")
at 11116 Church Avenue, S.E., and 120 Church Avenue, S.E.
Background:
Market Holdings, LLC, (MH), Big Lick Hospitality, LLC (Big Lick), and the City of
Roanoke (City) executed an Agreement for Purchase and Sale of Real Property
(Agreement) dated September 20, 2018, whereby (i) MH agreed to sell, and the
City agreed to purchase, 0.5755 acres, together with improvements thereon,
located at 116 Church Avenue, S.E., Official Tax Map #4011412, and (ii) the City
agreed to consolidate with City -owned property of 0.3607 acres, together with
improvements thereon, located, at 120 Church Avenue, S.E., Official Tax Map
#4011413, for the development of a downtown parking facility and hotel. The
terms of this Agreement provided for an inspection period of 240 days
(Inspection Period) with a non - refundable deposit of $50,000.00 to be paid by
the City and Big Lick to MH no later than May 20, 2019.
The City, MH, and Big Lick entered into the Agreement under which the City
would (i) acquire the MH Parcel; (ii) consolidate the MH Parcel with the City
Parcel (collectively, the Property); (iii) construct and own a 490 -500 space
Parking Facility, in fee simple; and (iv) sell to Big Lick for $700,010.00 (a) two
condominium units for hotel lobby facilities, (b) air rights for hotel rooms, and
(c) appropriate nonexclusive easement rights in the Parking Facility in order for
Big Lick to construct and own a 125-150 room Hotel Facility to accommodate
the operation of a Hotel.
In May 2019, the City approved Amendment No. 1 to the Agreement due to all
parties requiring additional time for due diligence. In July 2019, the City
approved Amendment No. 2 to the Agreement due to all parties requiring
additional time for additional soil testing and assessing the feasibility of the
Project. In October 2019, the City approved Amendment No. 3, as the parties
needed additional time to assess the feasibility of the Project. In January 2020,
the City approved Amendment No. 4, as the parties needed additional time to
address logistical issues related to the design and construction of the Project.
At this time, the parties continue to address those issues. To this end, the
Parties are seeking approval to extend the Inspection Period to June 30, 2020.
Recommended Action:
Adopt the attached ordinance authorizing the City Manager to execute an
Amendment No. 5 to the Agreement among Market Holdings, LLC, Big Lick
Hospitality, LLC, and the City of Roanoke, substantially similar to the
Amendment No. 5 attached to this Report, with an extended inspection period
to .June 30, 2020, and make such other amendments to the Agreement that are
set forth in the proposed Amendment No. 5. All documents are subject to
approval as to form by the City Attorney.
I ;Z
Robert S. Cowell, ,J r.
City Manager
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community Development
Robert Ledger, Director of Economic Development
Amelia C. Merchant, Director of Finance
Laura M. Carini, Assistant City Attorney
2
AMENDMENT NO.5
TO
AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
DATED SEPTEMBER 20, 2018
AMONG
THE CITY OF ROANOKE, VIRGINIA,
MARKET HOLDINGS, LLC,
AND
BIG LICK HOSPITALITY, LLC
This Amendment No. 5 to the Agreement for the Purchase and Sale of Real Estate for the
Development of Downtown Parking Facility and Hotel dated September 20, 2018, among the City
of Roanoke Virginia, a Virginia municipal corporation (the "City "), Market Holdings, LLC, a
Virginia limited liability company ( "MH "), and Big Lick Hospitality, LLC, a South Carolina
limited liability company and qualified to conduct business in the Commonwealth of Virginia
( "Big Lick ") ( "Amendment No. 5 ") is dated this 17th day of March, 2020.
RECITALS
A. The City, MH, and Big Lick entered into the Agreement for the Purchase and Sale
of Real Estate for the Development of Downtown Parking Facility and Hotel dated September 20,
2018 (the "Agreement ") under which Agreement, (i) MH agrees to sell, and the City agrees to
purchase, the MH Parcel, all as in accordance with the terms and conditions of the Agreement; and
(ii) the City agrees to sell, and Big Lick agrees to purchase, the Hotel Facility Property, all as in
accordance with the terms and conditions of the Agreement.
B. The Parties amended the Agreement by Amendment No. I dated May 20, 2019, to
extend the Inspection Period to July 31, 2019.
C. The Parties amended the Agreement by Amendment No. 2 dated July 17, 2019 to
extend the Inspection Period to October 31, 2019.
D. The Parties amended the Agreement by Amendment No. 3 dated October 22, 2019
to extend the Inspection Period to January 31, 2020.
E. The Parties amended the Agreement by Amendment No. 4 dated January 22, 2020
to extend the Inspection Period to March 31, 2020.
F. Due to additional due diligence review required by all Parties, the Parties desire to
extend the Inspection Period to June 30, 2020.
Based on the foregoing, for good and valuable consideration and the representations set
forth in the Recitals which are a material part of this Amendment No. 5 and are incorporated herein,
the Parties agree as follows:
1. Section 7.1.1 of the Agreement is amended by deleting the first sentence in its
entirety and inserting the following sentence in its place:
Big Lick shall have 650 Days following the Effective Date to complete Big Lick's
due diligence review of the Property (the "Inspection Period "). The Inspection
Period expires on June 30, 2020.
2. Except as amended herein, the Agreement remains in full force and effect in
accordance with its terms. The Parties acknowledge and agree that the Agreement, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this
Amendment No. 5, constitutes the entire agreement between the Parties with respect to the
purchase and sale of the MH Parcel and Hotel Facility Property.
3. Capitalized terms not defined in this Amendment No. 5 shall have the meaning
ascribed to such terms as set forth in the Agreement.
Dated as of the day and date first above written.
SIGNATURES APPEAR ON FOLLOWING PAGES
1
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 5 by their authorized
representatives as of the date of this Amendment No. 5.
WITNESS:
Print name and title
COMMONWEALTH OF VIRGINIA
CITY OF ROANOKE
CITY OF ROANOKE, VIRGINIA
Robert S. Cowell, Jr.
City Manager
The foregoing Amendment No. 5 was acknowledged before me this day of ,
2020, 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:
Notary Public
SEAL
Approved as to form: Approved as to execution:
WITNESS:
Print name and title
STATE OF
CITY /COUNTY of
MARKET HOLDINGS, LLC
in
David Wine, Manager
The foregoing Amendment No. 5 was acknowledged before me this day of ,
2020, by David Wine, the duly authorized manager of Market Holdings, LLC, a Virginia limited
liability company, on behalf of Market Holdings, LLC.
My Commission expires:
Notary Public
SEAL
WITNESS:
Print name and title
STATE OF
CITY /COUNTY of
BIG LICK HOSPITALITY, LLC
a South Carolina limited liability company
By: Aughtry Hotel Management, LLC
a South Carolina limited liability company
its Manager
By:_
Name:
Its:
Paul C. Aughtry, III
Manager
The foregoing Amendment No. 5 was acknowledged before me this day of ,
2020, by Paul C. Aughtry, III, the duly authorized manager of Aughtry Hotel Management, LLC,
a South Carolina limited liability company, as the manager of Big Lick Hospitality, LLC, a South
Carolina limited liability company, on behalf of Big Lick Hospitality, LLC.
My Commission expires:
Notary Public
SEAL
4�-;
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41694 - 031620.
AN ORDINANCE authorizing the proper City officials to execute a First Reinstated
Performance Agreement Regarding Special Construction Requirements Economic Development
Grant Agreement among the City of Roanoke, Virginia (the "City "), the Economic Development
Authority of the City of Roanoke, Virginia (the "EDA "), and Rutherfoord Partners, LLC (the
"Developer "), a Virginia limited liability company, that provides for a grant equal to the lesser of
(a) $2,000,000, or (b) Developer's actual costs incurred for all Special Construction
Requirements (the "Reinstated Performance Agreement ") subject to certain undertakings and
obligations by the parties in connection with the development of City -owned properties located
at 29 Campbell Avenue, S.W., and 30 Salem Avenue, S.W., Roanoke, Virginia, as shown on
Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116,
1011117, 1011118, 1011119, 1011120, 1011122, and 1011129 (the "Property ") that the
Developer will acquire for the construction of a redevelopment project that will consist of
approximately 110,000 square feet of constructed area, including residences and office /retail
space, as well as street trees, crosswalks, and more than 300 feet of linear sidewalk (the
"Project "); authorizing the City Manager to take such actions and execute such documents as
may be necessary to provide for the implementation, administration, and enforcement of such
Reinstated Performance Agreement; and dispensing with the second reading of this Ordinance by
title.
WHEREAS, the City and Hist:Re Partners, LLC ( "Hist:Re ") entered into an Agreement
for the Exchange of Real Estate dated January 23, 2019, as amended (the "Purchase Agreement ")
following authorization by City Council through the adoption of Ordinance No. 41372- 012219,
10
which Purchase Agreement authorized the sale by the City to Hist:Re of 29 Campbell Avenue,
S.W., and 30 Salem Avenue, S.W., and commonly known as Campbell Court;
WHEREAS, Hist:Re requested an economic development grant through the EDA to
assist with the significant costs necessary to support improvements to the buildings and
structures to be constructed by Developer in connection with the Project that are required by the
unique soils, conditions and location of the Property and on June 19, 2019, the City, Hist:Re, and
the EDA entered into a Performance Agreement Regarding Special Construction Requirements
Economic Development Grant (the "Original Special Construction Requirements Grant
Agreement "), which allows for economic development grants from the City through the EDA to
assist with the cost of such Special Construction Requirements;
WHEREAS, on July 22, 2019, the Purchase Agreement inadvertently expired, before the
City and Hist:Re could complete their obligations under the Purchase Agreement or amend the
terms of the Purchase Agreement. Notwithstanding the expiration of the Purchase Agreement,
the City and Hist:Re continued to perform their obligations under the terms of the Purchase
Agreement as if it were in full force and effect. The City and Hist:Re entered into a First
Reinstated Agreement for the Exchange of Real Estate (the "Reinstated Purchase Agreement ")
dated September 17, 2019;
WHEREAS, on March 2, 2020, by Ordinance No. 41682- 030220, adopted March 2,
2020, the City consented to an Assignment Agreement under which Hist:Re Partners, LLC,
irrevocably and unconditionally designated Rutherfoord Partners, LLC as the Developer under
the Reinstated Purchase Agreement and assigned all of its right, title, and interest under the
Reinstated Purchase Agreement to Rutherfoord Partners, LLC;
WHEREAS, due to the inadvertent expiration of the Purchase Agreement, the Original
Special Construction Requirements Grant Agreement needs to be reinstated, reaffirmed and
2
replaced with a proposed First Reinstated Performance Agreement Regarding Special
Construction Requirements Economic Development Grant (the "Reinstated Performance
Agreement ") under which the terms and conditions imposed on the City, EDA and Developer
contained in the Original Special Construction Requirements Grant Agreement are reinstated in
the proposed Reinstated Performance Agreement;
WHEREAS, City staff has advised Council that the Project will benefit economic
development within the City and the Roanoke Region, and the Project will provide additional tax
revenue and services to benefit the citizens of the City and the Roanoke Region; and
WHEREAS, the City and the EDA wish to encourage the Developer to complete the
Project in order to enhance and promote economic development within the City and the Roanoke
Region.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
1. City Council hereby approves the terms of the First Reinstated Performance
Agreement Regarding Special Construction Requirements Economic Development Grant
Agreement among the City, the EDA, and the Developer (together with recourse to Hist:Re) (the
"Reinstated Performance Agreement "), as set forth in the attachment to the City Council Agenda
Report dated March 16, 2020, which provides for certain undertakings and obligations by the
Developer, as well as certain undertakings by the City and the EDA. City Council further finds
that the economic development grant provided for by the Reinstated Performance Agreement
will promote economic development within the City and the Roanoke Region and will be of
economic benefit to the City and its citizens.
2. The City Manager is hereby authorized on behalf of the City to execute the
Reinstated Performance Agreement, upon certain terms and conditions as set forth in the Agenda
Report. The Reinstated Performance Agreement shall be substantially similar to the one attached
3
to such Agenda Report and in a form approved by the City Attorney. The Reinstated
Performance Agreement will also be subject to the approval of the EDA.
3. The City Manager is further authorized to take such actions and execute such
documents as may be necessary to provide for the implementation, administration, and
enforcement of the Reinstated Performance Agreement. Such other documents 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:
ozc� J. vxde7
City Clerk.
11
„-
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: First Reinstated Performance Agreement among the City of Roanoke,
Economic Development Authority of the City of Roanoke, Virginia,
and Rutherfoord Partners, LLC, for Public Infrastructure
Improvements to be Made Adjacent to 29 Campbell Avenue, S.W. and
30 Salem Avenue, S.W.
Background:
The City of Roanoke, Virginia (City) and Hist:Re Partners, LLC (Hist:Re) 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 Hist:Re of 29 Campbell Avenue, S.W., and 30 Salem Avenue, S.W., bearing Official
Tax Map Nos. 101 1 105, 101 1 106, 101 1 107, 101 1 108, 101 1 109, 101 1 1 10, 101 1 1 16,
1011117, 1011118, 1011119, 1011120, 1011122, and 1011129, 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, Hist:Re 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 Rutherfoord Properties, LLC, a Virginia limited
liability company ( Rutherfoord Properties), for which Hist:Re has options to acquire,
together with other consideration to be provided by Hist:Re. 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 Hist:Re, were express conditions
precedent to the City and Hist:Re'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.
Based on extensive discussions with Hist:Re, the City recognized construction of
Hist:Re's project will require significant costs for site development due to construction
and installation of 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 "). On June
19, 2019, the City, Hist:Re, and the Economic Development Authority of the City of
Roanoke, Virginia (EDA) entered into a Performance Agreement Regarding Public
Infrastructure Improvements Economic Development Grant (Original Public
Infrastructure Improvements Grant Agreement), which allows for economic
development grants from the City through the EDA to assist with the cost of such
Public Infrastructure Improvements. The estimated development costs and the
estimated structural costs are attached to the Original Public Infrastructure
Improvements Grant Agreement.
On July 22, 2019, the Original Agreement inadvertently expired, before the City and
Hist:Re 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 Hist:Re continued to perform their obligations under the
terms of the Original Agreement as if it were in full force and effect. The City and
Hist:Re entered into a First Reinstated Agreement for the Exchange of Real Estate
(Reinstated Agreement) dated September 17, 2019, under which the City, after it
acquires Campbell Court from GRTC, and subject to satisfaction of all conditions in the
Reinstated Agreement, would transfer Campbell Court to Hist:Re in exchange for the
Future Rail Station Parcels, upon Hist:Re's acquisition of those parcels from
Rutherfoord Properties. Acquisition of Campbell Court by the City, and acquisition of
the Future Rail Station Parcels by the Hist:Re, remain express conditions precedent to
the parties' performance under the Reinstated Agreement. The Reinstated Agreement
establishes new dates for completion of due diligence and inspections by the City and
Hist:Re, and dates by which other conditions must be satisfied. The other terms and
conditions imposed on the City and Hist:Re contained in the Original Agreement are
reinstated in the Reinstated Agreement.
On March 2, 2020, by Ordinance No. 41682- 030220, adopted March 2, 2020, the City
consented to an assignment agreement under which Hist:Re irrevocably and
unconditionally designated Rutherfoord Partners, LLC as the Developer under the
Reinstated Agreement and assigned all of its right, title, and interest under the
Reinstated Agreement to Rutherfoord Partners, LLC (Developer).
Due to the inadvertent expiration of the Original Agreement, the Original Public
Infrastructure Improvements Grant Agreement also needs to be reinstated, reaffirmed
and replaced with a proposed First Reinstated Performance Agreement Regarding
Public Infrastructure Improvements Economic Development Grant (Reinstated Public
Infrastructure Improvements Grant Agreement) under which the terms and conditions
imposed on the City, EDA and Developer contained in the Original Public Infrastructure
Improvements Grant Agreement are reinstated in the proposed Reinstated Public
Infrastructure Improvements Grant Agreement. In the Reinstated Public Infrastructure
Improvements Grant Agreement, Hist:Re acknowledges the Assignment made to
Developer was made with recourse and Hist:Re shall not be released or relieved from
any of the covenants or undertakings of Developer contained in the proposed
Reinstated Public Infrastructure Improvements Grant Agreement and shall remain liable
for the Reinstated Public Infrastructure Improvements Grant Agreement during the
entire term thereof.
Considerations:
The Reinstated Public Infrastructure Improvements Grant Agreement sets forth the
obligations of Developer to qualify for and receive the grant including, but not limited
to, the following terms:
1. The EDA will make distributions of the Public Infrastructure Improvements
Grant, as defined and described in the Reinstated Public Infrastructure
E
Improvements Grant Agreement, the total amount of which will not exceed
$2,000,000.00. The list of eligible structural improvement costs is provided in
Exhibit A of the Reinstated Public Infrastructure Improvements Grant
Agreement.
2. In order to qualify for any distributions of funds under the Reinstated Public
Infrastructure Improvements Grant Agreement, Developer will be required to (i)
certify that construction of the Development Project is substantially complete;
(ii) certify that Developer is in compliance with the terms and conditions of the
Reinstated Agreement and the Reinstated Special Construction Requirements
Performance Grant Agreement as of the date of the request; (iii) provide a dated
certification by the general contractor for Developer, with sufficient
documentation, and verified by a certified public accountant, that the actual
costs incurred and paid for by Developer for the Public Infrastructure
Improvements are in the aggregate amount of the lesser of (a) $2,000,000, or
(b) Developer's actual costs incurred for Public Infrastructure Improvements as
defined in the Reinstated Public Infrastructure Improvements Grant Agreement;
and, (iv) constructing the Public Infrastructure Improvements in accordance with
the City's Street Design Guidelines, dated July 19, 2007, as amended.
The other obligations of the parties are set forth in the attached proposed Reinstated
Public Infrastructure Improvements Grant Agreement. This Grant Agreement is also
subject to approval by of the EDA.
Recommended Action:
Approve the terms of the Reinstated Public Infrastructure Improvements Grant
Agreement among the City, EDA, and Developer (together with recourse to Hist:Re), as
set forth in the attachment to this City Council Agenda Report and determine that the
Reinstated Public Infrastructure Improvements Grant Agreement among Developer, the
EDA, and the City will promote economic development within the City. Authorize the
City Manager to execute such Reinstated Public Infrastructure Improvements Grant
Agreement among the City, EDA, and Developer, 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 Reinstated
Public Infrastructure Improvements Grant Agreement, with the form of such Reinstated
Public Infrastructure Improvements Grant Agreement, and such other documents, to be
approved by the City Attorney.
--- --- -----------
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
Robert Ledger, Acting Director, Economic Development
Marc B. Nelson, Special Projects Coordinator, Economic Development
Laura M. Carini, Assistant City Attorney
3
FIRST REINSTATED PERFORMANCE AGREEMENT
REGARDING
PUBLIC INFRASTRUCTURE IMPROVEMENTS
ECONOMIC DEVELOPMENT GRANT
This First Reinstated Performance Agreement Regarding Public Infrastructure Improvements
Economic Development Grant (the "Reinstated EDA Public Infrastructure Improvements Grant
Agreement ") is dated March , 2020 among the City of Roanoke, Virginia, a municipal
corporation, organized and existing under the laws of the Commonwealth of Virginia (the
"City "), , Rutherfoord Partners, LLC, a Virginia limited liability company ( "Developer "), and
the Economic Development Authority of the City of Roanoke, Virginia, an industrial
development authority organized and existing under the laws of the Commonwealth of Virginia
( "EDA ").
RECITALS
WHEREAS, Hist:Re Partners, LLC, a Virginia limited liability company ( "Hist:Re ") and the
City executed an Agreement for the Exchange of Real Estate dated January 23, 2019, (the
"Original Purchase Agreement ") in which the City agreed to sell, and Hist:Re agreed to purchase
Campbell Court (Campbell Court is more particularly described in the Original Purchase
Agreement) and Hist:Re agreed to sell, and the City agreed to purchase the Future Rail Station
Parcels (The Future Rail Station Parcels are more particularly described in the Original Purchase
Agreement).
WHEREAS, Hist:Re and the City entered into a Performance Agreement Regarding Public
Infrastructure Improvements Economic Development Grant (the "Original EDA Public
Infrastructure Improvements Grant Agreement') dated June 19, 2019.
WHEREAS, Pursuant to the terms of the Original Purchase Agreement, the Original Purchase
Agreement automatically terminated on July 22, 2019, which termination Hist:Re and the City
agree was inadvertent.
WHEREAS, After July 22, 2019, Hist:Re and the City continued to perform their obligations in a
way which is consistent with the terms of the Original Purchase Agreement.
WHEREAS, Hist:Re and the City entered into the First Reinstated Agreement for the Exchange
of Real Estate on September 19, 2019 ( "Reinstated Purchase Agreement'), which Reinstated
Purchase Agreement reinstates, reaffirms, and replaces the Original Purchase Agreement with
the terms and conditions of the Reinstated Purchase Agreement.
WHEREAS, Due to the unintentional and inadvertent, technical termination of the Original
Purchase Agreement, Hist:Re and the City continued to pursue closing of the transaction
{2546188 -1, 111055- 00001 -01}
contemplated in the Original Purchase Agreement as if the same were in place and agree that the
Original Purchase Agreement is deemed to have continued uninterrupted from July 22, 2019 up
and until September 19, 2019.
WHEREAS, Hist:Re and the City agree that they intend to take on the same obligations as to the
events that occurred from July 22, 2019 up and until September 19, 2019 that they would have
had if the Original Purchase Agreement had still been in effect.
WHEREAS, on March 3, 2020, Hist:Re irrevocably and unconditionally designated Developer
as the Developer under the Reinstated Purchase Agreement and assigned all of its right, title and
interest under the Reinstated Purchase Agreement to Developer ( "Assignment "). Developer
accepted such designation as Developer and assignment and agreed to perform the obligations of
Developer and Hist:Re thereunder arising on and after the Effective Date of the Assignment. The
Assignment did not relieve Hist:Re of any obligations under the Reinstated Purchase Agreement.
WHEREAS, as a condition of the Reinstated Purchase Agreement, the City agreed to provide
funds to EDA so that EDA may provide a grant to Developer for the cost incurred by Developer
in the construction and installation of 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 "), in an amount not to exceed
the lesser of (i) the actual costs incurred by Developer for all Public Infrastructure
Improvements; or (ii) $2,000,000, which Public Infrastructure Improvements are detailed in
Exhibit A attached hereto and made a part hereof.
WHEREAS, the City and EDA have determined that: (i) the Development Project will promote
economic development within the City and Roanoke Region; and (ii) the Development Project
will produce additional tax revenues, services, and benefits to the citizens of the City and
Roanoke Region.
WHEREAS, EDA, based upon the undertakings of Developer, has determined to make an
economic development grant to Developer from funds to be provided to EDA by the City, all in
accordance with the terms of this Reinstated EDA Public Infrastructure Improvements Grant
Agreement.
WHEREAS, the Parties wish to reduce to writing the understandings of the Parties in this matter;
and
WHEREAS, Developer is willing to perform its obligations in accordance with this Reinstated
EDA Public Infrastructure Improvements Grant Agreement.
NOW, THEREFORE, the Parties agree that the above Recitals are hereby incorporated into and
made a part of this Reinstated EDA Public Infrastructure Improvements Grant Agreement, and
for and in consideration of the mutual covenants and conditions set forth herein, and for other
good and valuable consideration the receipt and sufficiency of which the parties hereto
{2546188 -1, 111055- 00001 -01}
acknowledge, Developer, the City, and EDA hereby agree to reinstate, reaffirm, and replace the
Original EDA Public Infrastructure Improvements Grant Agreement, with the terms and
conditions of this Reinstated EDA Public Infrastructure Improvements Grant Agreement, as
follows:
SECTION 1. EDA ECONOMIC DEVELOPMENT GRANT.
1.1 Subject to the terms of this Reinstated EDA Public Infrastructure Improvements Grant
Agreement, EDA will make one grant payment to Developer in a total amount equal to
the lesser of (a) $2,000,000 or (b) Developer's actual costs incurred for all Public
Infrastructure Improvements (the "EDA Public Infrastructure Improvements Grant ").
The purpose of the EDA Public Infrastructure Improvements Grant is to assist in the
development, construction, completion, and opening of the Development Project. The
obligations of EDA hereunder are special obligations of EDA limited solely to those
funds provided by the City and received by EDA pursuant to the terms of this Reinstated
EDA Public Infrastructure Improvements Grant Agreement.
1.2 The obligations of the City to provide funds to EDA and EDA to make the EDA Public
Infrastructure Improvements Grant payment are expressly subject to (i) Developer's
performing and being in compliance with Developer's obligations under the terms of the
Reinstated Purchase Agreement and the First Reinstated Performance Agreement
Regarding Special Construction Requirements Economic Development Grant between
City, Developer, and EDA dated March 1 2020 ( "Reinstated EDA Special
Construction Requirements Performance Grant Agreement ") at each time Developer
requests distribution of a portion of the EDA Public Infrastructure Improvements Grant;
(ii) constructing the Public Infrastructure Improvements in accordance with the City's
Street Design Guidelines, dated July 19, 2007, as amended; and (iii) constructing the
Public Infrastructure Improvements in substantial conformity to the Development Project
as defined in the Reinstated Purchase Agreement. Any material modification to the
Public Infrastructure Improvements, as shown in the Development Project as defined in
the Reinstated Purchase Agreement, shall be submitted by Developer to City for its
review and approval by the City Manager, or his designee, which review shall not be
unreasonably withheld or delayed.
SECTION 2. DISTRIBUTION OF DEVELOPMENT GRANT.
2.1. In accordance with Section 2.2 hereof, EDA shall make the EDA Public Infrastructure
Improvements Grant to Developer upon the written confirmation, to the satisfaction of
EDA, of the following:
(i) Receipt of funds by EDA from the City sufficient to fund the EDA Public
Infrastructure Improvements Grant, without conditions, and
(ii) Receipt of a completed and executed request in the form of Exhibit B attached
hereto (a "Request "), which Request includes the Certifications of Developer.
{2546188 - 1,111055- 00001 -01}
(iii) For purposes of this Reinstated EDA Public Infrastructure Improvements Grant
Agreement, Certifications of Developer shall mean:
(a) At the time Developer submits its Request for the EDA Public Infrastructure
Improvements Grant from EDA in the amount of up to $2,000,000.00,
Developer shall (i) certify that the construction of the Development Project is
substantially complete; (ii) certify that Developer is in compliance with the
terms and conditions of the Reinstated Purchase Agreement and the
Reinstated EDA Special Construction Requirements Performance Grant
Agreement as of the date of the request, and (iii) provide a dated certification
by the general contractor for Developer, with sufficient documentation, and
verified by a certified public accountant, that the actual costs incurred and
paid for by Developer (or to be paid for by the Developer with grant funds)
for the Public Infrastructure Improvements. This certification shall be
accompanied by either (i) the written and dated statement of the architect for
Developer that certifies that construction of the Development Project is
substantially complete, or (ii) a copy of the final certificate of occupancy
issued by the City Department of Planning, Building, and Development.
2.2 The Request shall include the Certifications of Developer as applicable. Upon receipt of
a Request, and written approval by EDA and the City, EDA will distribute the EDA
Public Infrastructure Improvements Grant set forth in the Request within 10 business
days. Under no circumstances shall the EDA Public Infrastructure Improvements Grant
be a general obligation of EDA. The obligations of EDA shall be limited solely to funds
received from the City pursuant to the Reinstated EDA Public Infrastructure
Improvements Grant Agreement.
2.3 EDA may disapprove a Request which is not in accordance with the terms of this
Agreement and require a revised Request be submitted. In this event, EDA shall provide
written notice to Developer stating the basis for disapproval and any defect in the Request
and specifying the required additional information. Developer shall submit the revised or
resubmitted Request within 30 days of receipt of the disapproval and upon approval by
EDA, EDA shall distribute the EDA Public Infrastructure Improvements Grant as set
forth in the Request.
2.4 In the event that Developer (i) fails to submit the Request within 60 days following
receipt of the final certificate of occupancy issued by the City Department of Planning,
Building, and Development, or (ii) if the Request is not approved by EDA, and
Developer fails to submit a revised Request which complies with the provisions of this
Agreement within 90 days following receipt of the final certificate of occupancy issued
by the City Department of Planning, Building, and Development, then all obligations of
the City and EDA under this Reinstated EDA Public Infrastructure Improvements Grant
Agreement shall terminate and neither the City nor EDA shall have any obligation to
{2546188 - 1,111055- 00001 -01}
fund, distribute, or provide any outstanding part of the EDA Public Infrastructure
Improvements Grant to Developer.
2.5 EDA agrees to deposit funds received from the City pursuant to this Reinstated EDA
Public Infrastructure Improvements Grant Agreement into the checking account of EDA
and such deposit shall be designated for and limited to this Reinstated EDA Public
Infrastructure Improvements Grant Agreement. However, if the EDA does not pay all
such funds to the Developer in accordance with this Reinstated EDA Public Infrastructure
Improvements Grant Agreement the EDA will return any remaining funds to the City
within 30 days of any City request.
SECTION 3. REIMBURSEMENT OF FEES AND EXPENSES OF EDA.
Developer shall pay all reasonable fees, costs, and expenses of EDA incurred by EDA in
connection with this Reinstated EDA Public Infrastructure Improvements Grant Agreement,
including any claims or litigation of any type, together with the reasonable attorney's fees
incurred by EDA, but as to the approval of this EDA Public Infrastructure Improvements Grant
such amount will not exceed $5,000.00. Payment of such expenses and attorney's fees shall not
be made from proceeds of the EDA Public Infrastructure Improvements Grant or any other EDA
Grant. EDA will submit statements to Developer for such items and Developer will pay such
statements within 30 days after such receipt of the invoice by Developer.
SECTION 4. COOPERATION.
Each party agrees to cooperate with the other in a reasonable manner to carry out the intent and
purpose of this Reinstated EDA Public Infrastructure Improvements Grant Agreement.
SECTION 5. RESPONSIBILITY OF THE PARTIES.
The parties to this Reinstated EDA Public Infrastructure Improvements Grant Agreement will be
responsible for the actions, or omissions of its officers, employees, and agents acting within the
scope of their employment in connection with the Development Project, the Property, and the
activities provided for in this Reinstated EDA Public Infrastructure Improvements Grant
Agreement to the extent permitted by law, but nothing contained herein shall be construed as a
waiver of the immunity defenses available and afforded to the City and /or EDA.
SECTION 6 COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION LAW.
Developer agrees to and shall comply with all applicable federal, state, and local laws,
ordinances, and regulations, including all applicable licensing requirements. Developer further
agrees that Developer does not, and shall not during the performance of this Reinstated EDA
Public Infrastructure Improvements Grant Agreement knowingly employ an unauthorized alien
as defined in the federal Immigration Reform and Control Act of 1986.
SECTION 7. NONWAIVER.
{2546188 - 1,111055- 00001 -01}
Each party agrees that any party's waiver or failure to enforce or require performance of any
term or condition of this Reinstated EDA Public Infrastructure Improvements Grant Agreement
or any party's waiver of any particular breach of this Grant Performance Agreement by the other
party extends to that instance only. Such waiver or failure is not and shall not be a waiver of any
of the terms or conditions of this Reinstated EDA Public Infrastructure Improvements Grant
Agreement or a waiver of any other breach of the Reinstated EDA Public Infrastructure
Improvements Grant Agreement by any party and does not bar the nondefaulting party from
requiring the defaulting party to comply with all the terms and conditions of the Reinstated
Purchase Agreement and does not bar the nondefaulting party from asserting any and all rights
and /or remedies it has or might have against the defaulting party under this Reinstated EDA
Public Infrastructure Improvements Grant Agreement or by law.
SECTION 8 FORUM SELECTION, CHOICE OF LAW, AND DISPUTES.
This Reinstated EDA Public Infrastructure Improvements Grant Agreement shall be governed,
interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any
cause of action regarding the rights and duties of the parties must be brought in the Circuit Court
or General District Court for the City of Roanoke, Virginia. This Reinstated EDA Public
Infrastructure Improvements Grant Agreement is not subject to the conflict of laws provisions of
the Commonwealth of Virginia, and all claims, disputes, and other matters shall be decided only
by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties
further waive and agree not to assert in any such action, suit or proceeding, that such party is not
personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought
in an inconvenient forum or that the venue of the action, suit, or proceeding is improper.
SECTION 9. SEVERABILITY.
If any provision of this Reinstated EDA Public Infrastructure Improvements Grant Agreement,
or the application of any provision hereof to a particular entity or circumstance, shall be held to
be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this
Reinstated EDA Public Infrastructure Improvements Grant Agreement shall not be affected and
all other terms and conditions of this Reinstated EDA Public Infrastructure Improvements Grant
Agreement shall be valid and enforceable to the fullest extent permitted by law.
SECTION 10. FAITH BASED ORGANIZATIONS.
Pursuant to Virginia Code Section 2.2-4343.1, be advised that the City does not discriminate
against faith -based organizations.
SECTION 11. ASSIGNMENT.
{2546(88 - 1,111055- 00001 -01}
Developer shall not assign or transfer any part of this Reinstated EDA Public Infrastructure
Improvements Grant Agreement to any party without the prior written consent of the City, which
the City may grant or withhold in its sole discretion.
SECTION 12. SUCCESSORS AND ASSIGNS.
The terms, conditions, provisions, and undertakings of this Reinstated EDA Public Infrastructure
Improvements Grant Agreement shall be binding upon and inure to the benefit of each of the
parties and their respective successors and permitted assigns.
SECTION 13. FORCE MAJEURE.
A delay in, or failure of, performance by any party, shall not constitute a default, nor shall the
Developer, EDA, or the City be held liable for loss or damage, or be in breach of this Reinstated
EDA Public Infrastructure Improvements Grant Agreement, if and to the extent that such delay,
failure, loss, or damage is caused by an occurrence beyond the reasonable control of such party,
and its agents, employees, contractors, subcontractors, and consultants, including results from
Acts of God or the public enemy, compliance with any order or request of any governmental
authority or person authorized to act therefore, acts of declared or undeclared war, public
disorders, rebellion, sabotage, revolution, terrorism, earthquake, floods, riots, strikes, labor or
equipment difficulties, delays in transportation, inability to obtain necessary materials or
equipment or permits due to existing or future laws, rules or regulations of governmental
authorities or any other causes, whether direct or indirect, and which by the exercise of
reasonable diligence said party is unable to prevent. For purposes of this Reinstated EDA Public
Infrastructure Improvements Grant Agreement any one delay caused by any such occurrence
shall not be deemed to last longer than six (6) months and the party claiming delay caused by any
and all such occurrences shall give the other party written notice of the same within 30 days after
the date such claiming party learns of or reasonably should have known of such occurrence.
Notwithstanding anything else set forth above, after a total of nine (9) months of delays of any
type have been claimed by a party as being subject to force majeure, no further delays or claims
of any type shall be claimed by such party as being subject to force majeure and /or being an
excusable delay.
SECTION 14. HEADINGS.
The captions and headings in this Reinstated EDA Public Infrastructure Improvements Grant
Agreement are for convenience and reference purposes only and shall not affect in any way the
meaning and interpretation of this Reinstated EDA Public Infrastructure Improvements Grant
Agreement.
SECTION 15. COUNTERPART COPIES.
{2546188 - 1,111055 - 00001 -01}
This Reinstated EDA Public Infrastructure Improvements Grant Agreement may be executed in
any number of counterpart copies, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
SECTION 16. AUTHORITY TO SIGN.
The persons who have executed this Reinstated EDA Public Infrastructure Improvements Grant
Agreement on behalf of the parties represent and warrant they are duly authorized to execute this
Reinstated EDA Public Infrastructure Improvements Grant Agreement on behalf of their
respective entities.
SECTION 17. NOTICES.
All notices hereunder must be in writing and shall be deemed validly given if sent by certified
mail, return receipt requested, or by a nationally recognized overnight courier, addressed as
follows (or any other address the party to be notified may have designated to the sender by like
notice):
If to City: City of Roanoke, Virginia
Attn: City Manager
Noel C. Taylor Municipal Building,
Room 364
215 Church Avenue, S.W.
Roanoke, VA 24011
Fax No. 540- 853 -1138
With a copy to: City of Roanoke, Virginia
Attn: Economic Development Director
117 Church Avenue, S.W.
Roanoke, VA 24011
Fax No. 540- 853 -1213
If to EDA: Chair, Economic Development Authority
of the City of Roanoke, Virginia
c/o Roanoke City Department of Economic
Development
117 Church Avenue S.W.
Roanoke, VA 24011
Fax No. 540- 224 -8050
With a copy to: Harwell M. Darby, Jr., Esquire
Glenn, Feldmann, Darby & Goodlatte
37 Campbell Avenue, S.W.
Roanoke, VA 24011
{2546188 - 1,111055 -00001 -011
Fax No. 540- 224 -8050
If to Developer: Rutherfoord 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 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 18. NONDISCRIMINATION.
During the term of this Reinstated EDA Public Infrastructure Improvements Grant Agreement,
Developer agrees as follows:
A. Developer shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, national origin, age, disability,
or any other basis prohibited by state law relating to discrimination in
employment, except where there is a bona fide occupational qualification
reasonably necessary to the normal operation of Developer. Developer agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
B. Developer in all solicitations or advertisements for employees placed by or on
behalf of Developer shall state Developer is an equal opportunity employer.
C. Notices, advertisements, and solicitations placed in accordance with federal law,
rule, or regulation shall be deemed sufficient for the purpose of meeting the
requirements of this section.
SECTION 19. AGREEMENT SUBJECT TO FUNDING.
This Reinstated EDA Public Infrastructure Improvements Grant Agreement is or may be subject
to funding and /or appropriations from federal, state, and /or local governments and /or agencies
and /or from the Council of the City of Roanoke. If any such funding is not provided, withdrawn,
or otherwise not made available for this Reinstated EDA Public Infrastructure Improvements
Grant Agreement, with the result that the City is unable to perform its obligations hereunder, the
City shall give written notice to Developer of such unavailability of funding.
{2546188 - 1,111055- 00001 -01}
SECTION 20. COMPLIANCE WITH STATE LAW FOREIGN AND DOMESTIC
BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE
COMMONWEALTH OF VIRGINIA.
Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended,
which provides that a contractor organized as a stock or nonstock corporation, limited liability
company, business trust, or limited partnership or registered as a registered limited liability
partnership shall be authorized to transact business in the Commonwealth as a domestic or
foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law.
Developer shall not allow its existence to lapse or its certificate of authority or registration to
transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked
or cancelled at any time during the term of the contract or agreement. The City or EDA may
void this Reinstated EDA Public Infrastructure Improvements Grant Agreement if Developer
fails to remain in compliance with the provisions of this section. However, the City and EDA
agree that Developer may cure this matter 30 days after notice.
SECTION 21. DRAFTING OF THE REINSTATED EDA PUBLIC INFRASTRUCTURE
IMPROVEMENTS GRANT AGREEMENT.
The provisions of this Reinstated EDA Public Infrastructure Improvements Grant Agreement
shall not be construed in favor of or against either party, but shall be construed according to their
fair meaning as if all parties jointly prepared this Reinstated EDA Public Infrastructure
Improvements Grant Agreement.
SECTION 22. REPORTS TO EDA AND THE CITY.
The City, EDA, and Developer shall maintain all books, records, and other documents relating to
this Reinstated EDA Public Infrastructure Improvements Grant Agreement for a period of five
(5) years after the end of each fiscal year included in this Reinstated EDA Public Infrastructure
Improvements Grant Agreement. The City, EDA, and Developer, and their authorized
employees, agents, and /or representatives, shall have reasonable access to and the right to
examine, copy, and /or audit any of such materials of the other parties during the term of this
Reinstated EDA Public Infrastructure Improvements Grant Agreement and /or retention period in
connection with this Reinstated EDA Public Infrastructure Improvements Grant Agreement.
SECTION 23. ENTIRE AGREEMENT.
This Reinstated EDA Public Infrastructure Improvements Grant Agreement, together with any
exhibits, attachments, and referenced items, constitutes the entire agreement of the parties and
supersedes all prior agreements between the parties. No amendment to this Reinstated EDA
Public Infrastructure Improvements Grant Agreement shall be valid unless made in writing and
signed by the appropriate parties.
SIGNATURE PAGE TO FOLLOW
{2546188 - 1,111055- 00001 -01}
IN WITNESS WHEREOF, the City, EDA, and Developer have executed this Reinstated EDA Public
Infrastructure Improvements Grant Agreement by their authorized representatives.
WITNESS:
Printed Name and Title
WITNESS:
Name and Title
WITNESS:
Secretary
Approved as to form:
City Attorney
Approved as to form:
EDA Attorney
{2546188 - 1,111055- 00001 -01}
CITY OF ROANOKE, VIRGINIA
By:
Robert S. Cowell, Jr., City Manager
RUTHERFOORD PARTNERS, LLC
Bv:
Lucas Thornton, Manager
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF ROANOKE, VIRGINIA
in
Chair
Approved as to Execution:
City Attorney
Approved as to Execution:
EDA Attorney
The obligations of the City of Roanoke, Virginia
to appropriate funds under this Reinstated EDA Grant Performance
Agreement have been appropriated pursuant to:
Authorized by Budget Ordinance Nos.
Director of Finance
Authorized by Ordinance No.
{2546188- 1,111055- 00001 -01}
Hist:Re acknowledges the Assignment made to Developer was made with recourse and Hist:Re
shall not be released or relieved from any of the covenants or undertakings of Developer
contained in the First Reinstated Performance Agreement Regarding Public Infrastructure
Improvements Economic Development Grant between the City, Developer, and EDA dated
March , 2020 and shall remain liable for the Reinstated Performance Agreement Regarding
Public Infrastructure Improvements during the entire term thereof
WITNESS:
Name and Title
(SEAL)
12546188- 1,111055 - 00001 -01}
HIST:RE PARTNERS, LLC
By:
Lucas Thornton, Manager /Member
Exhibit A
To
Reinstated Performance Agreement
Regarding
Public Infrastructure Improvements Economic Development Grant
SCHEDULE OF PUBLIC INFRASTRUCTURE IMPROVEMENTS
Public Infrastructure Improvements to Campbell Court associated with the Development Project
which work will be done by Developer.
{2546188 - 1,111055- 00001 -01}
Hift:
PARTNERS LLC
Project Title: Campbell Court Public Infrastructure Improvement
Projected Schedule of Values
Estimate Date: Wednesday, December 12, 2018 Potential Bids:
Project SF: 1.75 Acres of City Improvements
Months: 4
Base Bid:
{2546188 - 1,111055- 00001 -01}
Architectural Design
=
$ 45,000
=
$ 45,000
Civil Engineering
Landscape Architectural Design
=
$ 30,000
=
$ 30,000
Special Inspections
General Conditions
@
6%
_
$ 145,000
Earthwork (Site)
3,500
Cy
@
$ 26
=
$ 90,000
ED Paving - Stamping Salem
3,000
SY
@
$ 30
=
$ 90,000
HD Paving - New Street
-
SY
IS
$ 40
=
$ -
hernate Paving Section
0
SY
@
$ 50
=
$ -
MillandOverlay - Campbell
500
SY
@
$ 50.00
=
$ 25,000
Traffic and Regulatory Signage (Site)
$ 35,000
Gravel& Aggregates
1667
Cy
@
$ 30
$ 50,000
Concrete Underlayment
1300
SY
@
$ 192
$ 250,000
Curb (CG -2) - Salem Pedestrian Refuge
200
LF
@
$ 75
=
$ 15,000
Curb Cut Entrances
4
ea.
@
$ 15,000
=
$ 60,000
Curb (CG -6)
600
LF
@
$ 100
=
5 60,000
Stairs
0
SF
@
$ 75
=
$ -
Sidewalks
5,000
SF
@
$ 27
=
$ 135,000
Street Pavers
7,700
SF
@
$ 30
$ 230,000
Hardscaping
850
SF
@
$ 20
=
$ 17,000
Equipment Pads
@°
-
$
Water Utilities est.
450
LF
@
$ 285
=
$ 128,250
Electrical Utilities - New Service & Vault est.
185
$ 165,000
Sanitary Sewerage est.
550
LF
@
5 225
=
$ 123,750
Storm Drainage Utilities - Inc. structures est.
350
LF
@
$ 300
=
$ 105,000
1
$ 35,000
Surveying
Landscaping
1.75
acres
@
$ 95,000
Street Lamps
12
ea.
@
$ 15,000
$ 180,000
Benches
4
ea.
@
$ 5,000
$ 20,000
Bike Racks
2
ea.
@
$ 2,500
$ 5,000
GC Profit & Overhead
@
8%
$ 164,720
TOTALS: $ 2,373,720
SU 13CONTRACTOR TOTAL: $ 2,373,720
Additional Requirements:
TRADE TOTALI $ 2,373,720
{2546188 - 1,111055- 00001 -01}
Exhibit B
To
Reinstated Performance Agreement
Regarding
Public Infrastructure Improvements Economic Development Grant
EDA Public Infrastructure Improvements Grant Request
This EDA Public Infrastructure Improvements Grant Request is submitted pursuant to that
Reinstated Performance Agreement Regarding Public Infrastructure Improvements Economic
Development Grant dated , (the "Reinstated EDA Public Infrastructure
Improvements Grant Agreement ") by and among the City of Roanoke, Virginia, a Virginia
municipal corporation (the "City "), Rutherfoord Partners, LLC, a Virginia limited liability
company ( "Developer ") and the Economic Development Authority of the City of Roanoke,
Virginia, an industrial development authority organized and existing under the laws of the
Commonwealth of Virginia (the "EDA "). Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Reinstated EDA Public Infrastructure
Improvements Grant Agreement.
The Reinstated EDA Public Infrastructure Improvements Grant Agreement provides that
Developer may make one request to EDA for funds for an economic development grant, and
which funds have been provided to EDA by the City, in an amount not to exceed the lesser of (i)
the actual costs incurred by Developer for all Public Infrastructure Improvements; or (ii)
$2,000,000. The request is an amount not to exceed the lesser of (i) the actual costs incurred by
Developer for all Public Infrastructure Improvements; or (ii) $2,000,000. At the time of the
request, Developer must make certain certifications to EDA, and provide certain documentation
to EDA.
Developer warrants that it has complied, or will comply, with all of the terms and conditions of
the Reinstated EDA Public Infrastructure Improvements Grant Agreement. Developer warrants:
A. If, with respect to the request [check here (__)], Developer certifies that:
(i) Construction of the Development Project is substantially complete;
(ii) Developer is in compliance with the terms and conditions of the Reinstated
Purchase Agreement and the Reinstated EDA Special Construction
Requirements Performance Grant Agreement as of the date of this request;
(iii) Attached to this request is the (a) dated certificate of substantial completion
of the Development Project executed by the architect for Developer or (b) a
copy of the final certificate of occupancy issued by the City Department of
Planning, Building, and Development; and
{2546188- 1,111055 - 00001 -01}
(iv) Attached to this request is the dated certificate of a certified public
accountant , with supporting detailed invoices, that Developer has incurred
and paid (or to be paid for by Developer with grant funds) for Public
Infrastructure Improvements (as described and defined in the Reinstated
EDA Public Infrastructure Improvements Grant Agreement) in the
aggregate amount of at least $2,000,000.
Developer respectfully requests that the EDA process this EDA Public Infrastructure
Improvements Grant Request through its approval process, and, upon approval by EDA and the
City pay the requested portion of the EDA Public Infrastructure Improvements Grant in the
amount of to Developer. However, such amount shall not exceed $2,000,000.
Date:
{2546188 - 1,111055 - 00001 -01}
RUTHERFOORD PARTNERS, LLC
By:
Manager
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41695 - 031620.
AN ORDINANCE authorizing the proper City officials to execute a First Reinstated
Performance Agreement Regarding Special Construction Requirements Economic Development
Grant Agreement among the City of Roanoke, Virginia (the "City "), the Economic Development
Authority of the City of Roanoke, Virginia (the "EDA "), and Rutherfoord Partners, LLC (the
"Developer "), a Virginia limited liability company, that provides for a grant equal to the lesser of
(a) $2,000,000, or (b) Developer's actual costs incurred for all Special Construction
Requirements (the "Reinstated Performance Agreement ") subject to certain undertakings and
obligations by the parties in connection with the development of City -owned properties located
at 29 Campbell Avenue, S.W., and 30 Salem Avenue, S.W., Roanoke, Virginia, as shown on
Official Tax Map Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116,
1011117, 1011118, 1011119, 1011120, 1011122, and 1011129 (the "Property ") that the
Developer will acquire for the construction of a redevelopment project that will consist of
approximately 110,000 square feet of constructed area, including residences and office /retail
space, as well as street trees, crosswalks, and more than 300 feet of linear sidewalk (the
"Project "); authorizing the City Manager to take such actions and execute such documents as
may be necessary to provide for the implementation, administration, and enforcement of such
Reinstated Performance Agreement; and dispensing with the second reading of this Ordinance by
title.
WHEREAS, the City and Hist:Re Partners, LLC ( "Hist:Re ") entered into an Agreement
for the Exchange of Real Estate dated January 23, 2019, as amended (the "Purchase Agreement ")
following authorization by City Council through the adoption of Ordinance No. 41372 - 012219,
1
which Purchase Agreement authorized the sale by the City to Hist:Re of 29 Campbell Avenue,
S.W., and 30 Salem Avenue, S.W., and commonly known as Campbell Court;
WHEREAS, Hist:Re requested an economic development grant through the EDA to
assist with the significant costs necessary to support improvements to the buildings and
structures to be constructed by Developer in connection with the Project that are required by the
unique soils, conditions and location of the Property and on June 19, 2019, the City, Hist:Re, and
the EDA entered into a Performance Agreement Regarding Special Construction Requirements
Economic Development Grant (the "Original Special Construction Requirements Grant
Agreement "), which allows for economic development grants from the City through the EDA to
assist with the cost of such Special Construction Requirements;
WHEREAS, on July 22, 2019, the Purchase Agreement inadvertently expired, before the
City and Hist:Re could complete their obligations under the Purchase Agreement or amend the
terms of the Purchase Agreement. Notwithstanding the expiration of the Purchase Agreement,
the City and Hist:Re continued to perform their obligations under the terms of the Purchase
Agreement as if it were in full force and effect. The City and Hist:Re entered into a First
Reinstated Agreement for the Exchange of Real Estate (the "Reinstated Purchase Agreement ")
dated September 17, 2019;
WHEREAS, on March 2, 2020, by Ordinance No. 41682 - 030220, adopted March 2,
2020, the City consented to an Assignment Agreement under which Hist:Re Partners, LLC,
irrevocably and unconditionally designated Rutherfoord Partners, LLC as the Developer under
the Reinstated Purchase Agreement and assigned all of its right, title, and interest under the
Reinstated Purchase Agreement to Rutherfoord Partners, LLC;
WHEREAS, due to the inadvertent expiration of the Purchase Agreement, the Original
Special Construction Requirements Grant Agreement needs to be reinstated, reaffirmed and
2
replaced with a proposed First Reinstated Performance Agreement Regarding Special
Construction Requirements Economic Development Grant (the "Reinstated Performance
Agreement ") under which the terms and conditions imposed on the City, EDA and Developer
contained in the Original Special Construction Requirements Grant Agreement are reinstated in
the proposed Reinstated Performance Agreement;
WHEREAS, City staff has advised Council that the Project will benefit economic
development within the City and the Roanoke Region, and the Project will provide additional tax
revenue and services to benefit the citizens of the City and the Roanoke Region; and
WHEREAS, the City and the EDA wish to encourage the Developer to complete the
Project in order to enhance and promote economic development within the City and the Roanoke
Region.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
1. City Council hereby approves the terms of the First Reinstated Performance
Agreement Regarding Special Construction Requirements Economic Development Grant
Agreement among the City, the EDA, and the Developer (together with recourse to Hist:Re) (the
"Reinstated Performance Agreement "), as set forth in the attachment to the City Council Agenda
Report dated March 16, 2020, which provides for certain undertakings and obligations by the
Developer, as well as certain undertakings by the City and the EDA. City Council further finds
that the economic development grant provided for by the Reinstated Performance Agreement
will promote economic development within the City and the Roanoke Region and will be of
economic benefit to the City and its citizens.
2. The City Manager is hereby authorized on behalf of the City to execute the
Reinstated Performance Agreement, upon certain terms and conditions as set forth in the Agenda
Report. The Reinstated Performance Agreement shall be substantially similar to the one attached
3
to such Agenda Report and in a form approved by the City Attorney. The Reinstated
Performance Agreement will also be subject to the approval of the EDA.
3. The City Manager is further authorized to take such actions and execute such
documents as may be necessary to provide for the implementation, administration, and
enforcement of the Reinstated Performance Agreement. Such other documents 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:
City Clerk.
11
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: First Reinstated Performance Agreement among the City of Roanoke,
Economic Development Authority of the City of Roanoke, Virginia,
and Rutherfoord Partners, LLC, for Special Construction Requirements
to be Made to 29 Campbell Avenue, S.W. and 30 Salem Avenue, S.W.
Background:
The City of Roanoke, Virginia (City) and Hist:Re Partners, LLC (Hist:Re) 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 Hist:Re of 29 Campbell Avenue, S.W., and 30 Salem Avenue, S.W., bearing Official
Tax Map Nos. 101 1 105, 101 1 106, 101 1 107, 101 1 108, 101 1 109, 101 1 1 10, 101 1 1 16,
1011117, 1011118, 1011119, 1011120, 1011122, and 1011129, 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, Hist:Re 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 Rutherfoord Properties, LLC, a Virginia limited
liability company ( Rutherfoord Properties), for which Hist:Re has options to acquire,
together with other consideration to be provided by Hist:Re. 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 Hist:Re, were express conditions
precedent to the City and Hist:Re'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.
Based on extensive discussions with Hist:Re, the City recognized that successful
development of the Development Project will cause Developer to incur significant costs
related to specialized design and engineering improvements necessary to account for
the unique soil conditions and geographic location of the Property (Special
Construction Requirements). On June 19, 2019, the City, Hist:Re, and the Economic
Development Authority of the City of Roanoke, Virginia (EDA) entered into a
Performance Agreement Regarding Special Construction Requirements Economic
Development Grant (Original Special Construction Requirements Grant Agreement),
which allows for economic development grants from the City through the EDA to assist
with the cost of such Special Construction Requirements. The estimated development
costs and the estimated structural costs are attached to the Original Special
Construction Requirements Grant Agreement.
On .July 22, 2019, the Original Agreement inadvertently expired, before the City and
Hist:Re 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 Hist:Re continued to perform their obligations under the
terms of the Original Agreement as if it were in full force and effect. The City and
Hist:Re entered into a First Reinstated Agreement for the Exchange of Real Estate
(Reinstated Agreement) dated September 17, 2019, under which the City, after it
acquires Campbell Court from GRTC, and subject to satisfaction of all conditions in the
Reinstated Agreement, would transfer Campbell Court to Hist:Re in exchange for the
Future Rail Station Parcels, upon Hist:Re's acquisition of those parcels from
Rutherfoord Properties. Acquisition of Campbell Court by the City, and acquisition of
the Future Rail Station Parcels by the Hist:Re, remain express conditions precedent to
the parties' performance under the Reinstated Agreement. The Reinstated Agreement
establishes new dates for completion of due diligence and inspections by the City and
Hist:Re, and dates by which other conditions must be satisfied. The other terms and
conditions imposed on the City and Hist:Re contained in the Original Agreement are
reinstated in the Reinstated Agreement.
On March 2, 2020, by Ordinance No. 41682- 030220, adopted March 2, 2020, the City
consented to an assignment agreement under which Hist:Re irrevocably and
unconditionally designated Rutherfoord Partners, LLC as the Developer under the
Reinstated Agreement and assigned all of its right, title, and interest under the
Reinstated Agreement to Rutherfoord Partners, LLC (Developer).
Due to the inadvertent expiration of the Original Agreement, the Original Special
Construction Requirements Grant Agreement also needs to be reinstated, reaffirmed
and replaced with a proposed First Reinstated Performance Agreement Regarding
Special Construction Requirements Economic Development Grant (Reinstated Special
Construction Requirements Grant Agreement) under which the terms and conditions
imposed on the City, EDA and Developer contained in the Original Special Construction
Requirements Grant Agreement are reinstated in the proposed Reinstated Special
Construction Requirements Grant Agreement. In the Reinstated Special Construction
Requirements Grant Agreement, Hist:Re acknowledges the Assignment made to
Developer was made with recourse and Hist:Re shall not be released or relieved from
any of the covenants or undertakings of Developer contained in the proposed
Reinstated Special Construction Requirements Grant Agreement and shall remain liable
for the Reinstated Special Construction Requirements Grant Agreement during the
entire term thereof.
Considerations:
The Reinstated Special Construction Requirements Grant Agreement sets forth the
obligations of Developer to qualify for and receive grant funds, including, but not
limited to, the following:
E
Subject to the terms of the Reinstated Special Construction Requirements Grant
Agreement, EDA will make up to two grant payments to Developer in a total
amount equal to the lesser of (a) $2,000,000 or (b) Developer's actual costs
incurred for all Special Construction Requirements (the "EDA Special
Construction Requirements Grant "). The list of eligible costs associated with
these Special Construction Requirements is provided in Exhibit A of the
Reinstated Special Construction Requirements Grant Agreement.
2. Upon seeking payment of the First Grant Installment, Developer will be required
to comply with the following: (i) certify Developer has incurred costs and has
paid for Special Construction Requirements in the aggregate amount of at least
$1,000,000; (ii) provide a dated certification by the architect or civil engineer for
Developer that certifies that the construction of the Special Construction
Requirements of the Development Project are substantially complete; and (iii)
provide a dated certification by the general contractor for Developer, with
sufficient documentation and verified by a certified public accountant, that the
actual costs incurred and paid for by the Developer for the Public Infrastructure
Improvements are at least $1,000,000.
3. Upon seeking payment of the Second Grant Installment, Developer will be
required to comply with the following - (i) certify that the construction of the
Development Project is substantially complete; (ii) certify that Developer is in
compliance with the terms and conditions of the Reinstated Agreement and the
Reinstated EDA Public Infrastructure Improvements Performance Grant
Agreement as of the date of the second request, and (iii) provide a dated
certification by the general contractor for Developer, with sufficient
documentation, and verified by a certified public accountant, that the actual
costs incurred and paid for by Developer (or to be paid for by Developer with
grant funds) for the Special Construction Requirements are in the aggregate
amount of the lesser of (a) $2,000,000, or (b) the difference between (1) the
Developer's actual costs incurred for Special Construction Requirements as
defined in Reinstated Special Construction Requirements Grant Agreement and
(2) the aggregate amount of the prior payments made to Developer pursuant to
the prior EDA Special Construction Requirements Grant Requests. This
certification shall be accompanied by either (i) the written and dated statement
of the architect or civil engineer for Developer that certifies that construction of
the Development Project is substantially complete, or (ii) a copy of the final
certificate of occupancy issued by the City Department of Planning, Building,
and Development.
4. Payment of funds provided for under the EDA Special Construction
Requirements Grant payment are expressly subject to (i) Developer's performing
and being in compliance with Developer's obligations under the terms of the
Reinstated Agreement and the Reinstated Public Infrastructure Improvements
Performance Grant Agreement at the time Developer requests distribution of the
EDA Special Construction Requirements Grant; and (ii) constructing the Special
Construction Requirements in substantial conformity to the Development Project
as defined in the Reinstated Agreement.
The other obligations of the parties are set forth in the attached proposed Reinstated
Special Construction Requirements Grant Agreement. This Grant Agreement is also
subject to approval by of the EDA.
3
Recommended Action:
Approve the terms of the Reinstated Special Construction Requirements Grant
Agreement among the City, EDA, and Developer (together with recourse to Hist:Re), as
set forth in the attachment to this City Council Agenda Report and determine that the
Reinstated Special Construction Requirements Grant Agreement among Developer, the
EDA, and the City will promote economic development within the City. Authorize the
City Manager to execute such Reinstated Special Construction Requirements Grant
Agreement among the City, EDA, and Developer, 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 Reinstated
Special Construction Requirements Grant Agreement, with the form of such Reinstated
Special Construction Requirements Grant Agreement, and such other documents, to be
approved by the City Attorney.
4�� - ------ - --------------- -
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
Robert Ledger, Acting Director, Economic Development
Marc B. Nelson, Special Projects Coordinator, Economic Development
Laura M. Carini, Assistant City Attorney
El
FIRST REINSTATED PERFORMANCE AGREEMENT
REGARDING
SPECIAL CONSTRUCTION REQUIREMENTS
ECONOMIC DEVELOPMENT GRANT
This First Reinstated Performance Agreement Regarding Special Construction Requirements
Economic Development Grant (the "Reinstated EDA Special Construction Requirements Grant
Agreement') is dated March , 2020 among the City of Roanoke, Virginia, a municipal
corporation, organized and existing under the laws of the Commonwealth of Virginia (the
"City "), Rutherfoord Partners, LLC, a Virginia limited liability company (the "Developer "), and
the Economic Development Authority of the City of Roanoke, Virginia, an industrial
development authority organized and existing under the laws of the Commonwealth of Virginia
( "EDA ").
RECITALS
WHEREAS, Hist:Re Partners, LLC, a Virginia limited liability company ( "Hist:Re ")and the City
executed an Agreement for the Exchange of Real Estate dated January 23, 2019, (the "Original
Purchase Agreement") in which the City agreed to sell, and Hist:Re agreed to purchase Campbell
Court (Campbell Court is more particularly described in the Original Purchase Agreement) and
Hist:Re agreed to sell, and the City agreed to purchase the Future Rail Station Parcels (The
Future Rail Station Parcels are more particularly described in the Original Purchase Agreement);
WHEREAS, Hist:Re and the City entered into a Performance Agreement Regarding Special
Construction Requirements Economic Development Grant (the "Original EDA Special
Construction Requirements Grant Agreement') dated June 19, 2019.
WHEREAS, Pursuant to the terms of the Original Purchase Agreement, the Original Purchase
Agreement automatically terminated on July 22, 2019, which termination Hist:Re and the City
agree was inadvertent.
WHEREAS, After July 22, 2019, Hist:Re and the City continued to perform their obligations in a
way which is consistent with the terms of the Original Purchase Agreement.
WHEREAS, Hist:Re and the City entered into the First Reinstated Agreement for the Exchange
of Real Estate on September 19, 2019 ( "Reinstated Purchase Agreement'), which Reinstated
Purchase Agreement reinstates, reaffirms, and replaces the Original Purchase Agreement with
the terms and conditions of the Reinstated Purchase Agreement.
WHEREAS, Due to the unintentional and inadvertent, technical termination of the Original
Purchase Agreement, Hist:Re and the City continued to pursue closing of the transaction
contemplated in the Original Purchase Agreement as if the same were in place and agree that the
{2546232 - 1,111055- 00001 -01}
Original Purchase Agreement is deemed to have continued uninterrupted from July 22, 2019 up
and until September 19, 2019.
WHEREAS, Hist:Re and the City agree that they intend to take on the same obligations as to the
events that occurred from July 22, 2019 up and until September 19, 2019 that they would have
had if the Original Purchase Agreement had still been in effect.
WHEREAS, on March 3, 2020, Hist:Re irrevocably and unconditionally designated Developer
as the Developer under the Reinstated Purchase Agreement and assigned all of its right, title and
interest under the Reinstated Purchase Agreement to Developer ( "Assignment "). Developer
accepted such designation as Developer and assignment and agreed to perform the obligations of
Developer and Hist:Re thereunder arising on and after the Effective Date of the Assignment. The
Assignment did not relieve Hist:Re of any obligations under the Reinstated Purchase Agreement.
WHEREAS, as a condition of the Reinstated Purchase Agreement, the City agreed to provide
funds to EDA so that EDA may provide a grant to Developer for the cost incurred by Developer
in the construction and installation of 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 A attached hereto and made a part hereof ( "Special
Construction Requirements "), in an amount not to exceed the lesser of (i) the actual costs
incurred by Developer for all Special Construction Requirements; or (ii) $2,000,000. 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;
WHEREAS, the City and EDA have determined that: (i) the Development Project will promote
economic development within the City and Roanoke Region; and (ii) the Development Project
will produce additional tax revenues, services, and benefits to the citizens of the City and
Roanoke Region;
WHEREAS, EDA, based upon the undertakings of Developer, has determined to make an
economic development grant to Developer from funds to be provided to EDA by the City, all in
accordance with the terms of this Reinstated EDA Special Construction Requirements Grant
Agreement;
WHEREAS, the Parties wish to reduce to writing the understandings of the Parties in this matter;
and
WHEREAS, Developer is willing to perform its obligations in accordance with this Reinstated
EDA Special Construction Requirements Grant Agreement.
NOW, THEREFORE, the Parties agree that the above Recitals are hereby incorporated into and
made a part of this Reinstated EDA Special Construction Requirements Grant Agreement, and
for and in consideration of the mutual covenants and conditions set forth herein, and for other
good and valuable consideration the receipt and sufficiency of which the parties hereto
12546232 -1, 111055- 00001 -01}
acknowledge, Developer, the City, and EDA hereby agree to reinstate, reaffirm, and replace the
Original EDA Special Construction Requirements Grant Agreement, with the terms and
conditions of this Reinstated EDA Special Construction Requirements Grant Agreement, as
follows:
SECTION 1. EDA ECONOMIC DEVELOPMENT GRANT.
1.1 Subject to the terms of this Reinstated EDA Special Construction Requirements Grant
Agreement, EDA will make up to two grant payments to Developer in a total amount
equal to the lesser of (a) $2,000,000 or (b) Developer's actual costs incurred for all
Special Construction Requirements (the "EDA Special Construction Requirements
Grant "). The purpose of the EDA Special Construction Requirements Grant is to assist in
the development, construction, completion, and opening of the Development Project.
The obligations of EDA hereunder are special obligations of EDA limited solely to those
funds provided by the City and received by EDA pursuant to the terms of this Reinstated
EDA Special Construction Requirements Grant Agreement.
1.2 The obligations of the City to provide funds to EDA and EDA to make the EDA Special
Construction Requirements Grant payments are expressly subject to (i) Developer's
performing and being in compliance with Developer's obligations under the terms of the
Reinstated Purchase Agreement and the First Reinstated Performance Agreement
Regarding Public Infrastructure Improvements Economic Development Grant between
City, Developer, and EDA dated March , 2020 ( "Reinstated EDA Public
Infrastructure Improvements Performance Grant Agreement ") when Developer requests
distribution of the EDA Special Construction Requirements Grant; and (ii) constructing
the Special Construction Requirements in substantial conformity to the Development
Project as defined in the Reinstated Purchase Agreement. Any material modification to
the Special Construction Requirements, as shown in the Development Project as defined
in the Reinstated Purchase Agreement, shall be submitted by Developer to City for its
review and approval by the City Manager, or his designee, which review shall not be
unreasonably withheld or delayed.
SECTION 2. DISTRIBUTION OF DEVELOPMENT GRANT.
2.1. In accordance with Section 2.2 hereof, EDA shall make the EDA Special Construction
Requirements Grant to Developer in two installments upon the written confirmation, to
the satisfaction of EDA, of the following:
(i) Receipt of funds by EDA from the City sufficient to fund the EDA Special
Construction Requirements Grant, without conditions, and
(ii) Receipt of a completed and executed request in the form of Exhibit B attached
hereto (a "Request "), which Request includes the Certifications of Developer.
(iii) For purposes of this Reinstated EDA Special Construction Requirements Grant
Agreement, Certifications of Developer shall mean:
{2546232 - 1,111055- 00001 -01}
(a) At the time Developer submits its first Request for the sum of up to
$1,000,000.00 from EDA, Developer shall (i) certify that Developer has
incurred costs and has paid for Special Construction Requirements in the
aggregate amount of at least $1,000,000; (ii) provide a dated certification by
the architect or civil engineer for Developer that certifies that the construction
of the Special Construction Requirements of the Development Project are
substantially complete; and (iii) provide a dated certification by the general
contractor for Developer, with sufficient documentation and verified by a
certified public accountant, that the actual costs incurred and paid for by the
Developer for the Public Infrastructure Improvements are at least $1,000,000.
This certification shall be accompanied by a written dated statement of the
general contractor for the Developer that indicates the aggregate amount of
the total costs of construction of the Development, the aggregate dollar
amount of requests for payment submitted by the general contractor,
subcontractors, and suppliers, and the aggregate amount paid to the general
contractor, subcontractors, and suppliers as of the date of the statement.
(b) At the time Developer submits its second Request for the balance of the EDA
Special Construction Requirements Grant from EDA in the amount of up to
$1,000,000.00, Developer shall (i) certify that the construction of the
Development Project is substantially complete; (ii) certify that Developer is in
compliance with the terms and conditions of the Reinstated Purchase
Agreement and the Reinstated EDA Public Infrastructure Improvements
Performance Grant Agreement as of the date of the second request, and (iii)
provide a dated certification by the general contractor for Developer, with
sufficient documentation, and verified by a certified public accountant, that
the actual costs incurred and paid for by Developer (or to be paid for by
Developer with grant funds) for the Special Construction Requirements are in
the aggregate amount of the lesser of (i) $2,000,000, or (ii) the difference
between (a) the Developer's actual costs incurred for Special Construction
Requirements as defined in EDA Special Construction Requirements Grant
Agreement and (b) the aggregate amount of the prior payments made to
Developer pursuant to the prior EDA Special Construction Requirements
Grant Requests. This certification shall be accompanied by either (1) the
written and dated statement of the architect or civil engineer for Developer
that certifies that construction of the Development Project is substantially
complete, or (ii) a copy of the final certificate of occupancy issued by the City
Department of Planning, Building, and Development.
2.2 A Request shall include the Certifications of Developer as applicable. Upon receipt of a
Request, and written approval by EDA and the City, EDA will distribute the portion of
the EDA Special Construction Requirements Grant set forth in the Request within 10
business days. Under no circumstances shall the EDA Special Construction
Requirements Grant be a general obligation of EDA. The obligations of EDA shall be
{2546232 - 1,111055 - 00001 -01}
limited solely to funds received from the City pursuant to the Reinstated EDA Special
Construction Requirements Grant Agreement.
2.3 EDA may disapprove a Request which is not in accordance with the terms of this
Agreement and require a revised Request be submitted. In this event, EDA shall provide
written notice to Developer stating the basis for disapproval and any defect in the Request
and specifying the required additional information. Developer shall submit the revised or
resubmitted Request within 30 days of receipt of the disapproval and upon approval by
EDA, EDA shall distribute the portion of the EDA Special Construction Requirements
Grant as set forth in the Request.
2.4 In the event that Developer (i) fails to submit all Requests within 60 days following
receipt of the final certificate of occupancy issued by the City Department of Planning,
Building, and Development, or (ii) if a Request is not approved by EDA, and Developer
fails to submit a revised Request which complies with the provisions of this Agreement
within 90 days following receipt of the final certificate of occupancy issued by the City
Department of Planning, Building, and Development, then all obligations of the City and
EDA under this Reinstated EDA Special Construction Requirements Grant Agreement
shall terminate and neither the City nor EDA shall have any obligation to fund, distribute,
or provide any outstanding part of the EDA Special Construction Requirements Grant to
Developer.
2.5 EDA agrees to deposit funds received from the City pursuant to this Reinstated EDA
Special Construction Requirements Grant Agreement into the checking account of EDA
and such deposit shall be designated for and limited to this Reinstated EDA Special
Construction Requirements Grant Agreement. However, if the EDA does not pay all
such funds to the Developer in accordance with this Reinstated EDA Special
Construction Requirements Grant Agreement the EDA will return any remaining funds to
the City within 30 days of any City request.
SECTION 3. REIMBURSEMENT OF FEES AND EXPENSES OF EDA.
Developer shall pay all reasonable fees, costs, and expenses of EDA incurred by EDA in
connection with this Reinstated EDA Special Construction Requirements Grant Agreement,
including any claims or litigation of any type, together with the reasonable attorney's fees
incurred by EDA, but as to the approval of this EDA Special Construction Requirements Grant
such amount will not exceed $5,000.00. Payment of such expenses and attorney's fees shall not
be made from proceeds of the EDA Special Construction Requirements Grant or any other EDA
Grant. EDA will submit statements to Developer for such items and Developer will pay such
statements within 30 days after such receipt of the invoice by Developer.
SECTION 4. COOPERATION.
Each party agrees to cooperate with the other in a reasonable manner to carry out the intent and
purpose of this Reinstated EDA Special Construction Requirements Grant Agreement.
{2546232- 1,111055- 00001 -01}
SECTION 5. RESPONSIBILITY OF THE PARTIES.
The parties to this Reinstated EDA Special Construction Requirements Grant Agreement will be
responsible for the actions, or omissions of its officers, employees, and agents acting within the
scope of their employment in connection with the Development Project, the Property, and the
activities provided for in this Reinstated EDA Special Construction Requirements Grant
Agreement to the extent permitted by law, but nothing contained herein shall be construed as a
waiver of the immunity defenses available and afforded to the City and /or EDA.
SECTION 6. COMPLIANCE WITH LAWS, REGULATIONS, AND IMMIGRATION LAW.
Developer agrees to and shall comply with all applicable federal, state, and local laws,
ordinances, and regulations, including all applicable licensing requirements. Developer further
agrees that Developer does not, and shall not during the performance of this Reinstated EDA
Special Construction Requirements Grant Agreement knowingly employ an unauthorized alien
as defined in the federal Immigration Reform and Control Act of 1986.
SECTION 7. NONWAIVER.
Each party agrees that any party's waiver or failure to enforce or require performance of any
term or condition of this Reinstated EDA Special Construction Requirements Grant Agreement
or any party's waiver of any particular breach of this Grant Performance Agreement by the other
party extends to that instance only. Such waiver or failure is not and shall not be a waiver of any
of the terms or conditions of this Reinstated EDA Special Construction Requirements Grant
Agreement or a waiver of any other breach of the Reinstated EDA Special Construction
Requirements Grant Agreement by any party and does not bar the nondefaulting party from
requiring the defaulting party to comply with all the terms and conditions of the Reinstated
Purchase Agreement and does not bar the nondefaulting party from asserting any and all rights
and /or remedies it has or might have against the defaulting party under this Reinstated EDA
Special Construction Requirements Grant Agreement or by law.
SECTION 8. FORUM SELECTION, CHOICE OF LAW, AND DISPUTES.
This Reinstated EDA Special Construction Requirements Grant Agreement shall be governed,
interpreted, and construed under the substantive laws of the Commonwealth of Virginia, and any
cause of action regarding the rights and duties of the parties must be brought in the Circuit Court
or General District Court for the City of Roanoke, Virginia. This Reinstated EDA Special
Construction Requirements Grant Agreement is not subject to the conflict of laws provisions of
the Commonwealth of Virginia, and all claims, disputes, and other matters shall be decided only
by such court according to the laws of the Commonwealth of Virginia as aforesaid. The parties
further waive and agree not to assert in any such action, suit or proceeding, that such party is not
personally subject to the jurisdiction of such courts, that the action, suit or proceeding, is brought
in an inconvenient forum or that the venue of the action, suit, or proceeding is improper.
SECTION 9. SEVERABILITY.
{2546232- 1,111055 - 00001 -01}
If any provision of this Reinstated EDA Special Construction Requirements Grant Agreement, or
the application of any provision hereof to a particular entity or circumstance, shall be held to be
invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this
Reinstated EDA Special Construction Requirements Grant Agreement shall not be affected and
all other terms and conditions of this Reinstated EDA Special Construction Requirements Grant
Agreement shall be valid and enforceable to the fullest extent permitted by law.
SECTION 10. FAITH BASED ORGANIZATIONS.
Pursuant to Virginia Code Section 2.2- 4343.1, be advised that the City does not discriminate
against faith -based organizations.
SECTION 11. ASSIGNMENT.
Developer shall not assign or transfer any part of this Reinstated EDA Special Construction
Requirements Grant Agreement to any party without the prior written consent of the City, which
the City may grant or withhold in its sole discretion.
SECTION 12. SUCCESSORS AND ASSIGNS.
The terms, conditions, provisions, and undertakings of this Reinstated EDA Special Construction
Requirements Grant Agreement shall be binding upon and inure to the benefit of each of the
parties and their respective successors and permitted assigns.
SECTION 13. FORCE MAJEURE.
A delay in, or failure of, performance by any party, shall not constitute a default, nor shall the
Developer, EDA, or the City be held liable for loss or damage, or be in breach of this Reinstated
EDA Special Construction Requirements Grant Agreement, if and to the extent that such delay,
failure, loss, or damage is caused by an occurrence beyond the reasonable control of such party,
and its agents, employees, contractors, subcontractors, and consultants, including results from
Acts of God or the public enemy, compliance with any order or request of any governmental
authority or person authorized to act therefore, acts of declared or undeclared war, public
disorders, rebellion, sabotage, revolution, terrorism, earthquake, floods, riots, strikes, labor or
equipment difficulties, delays in transportation, inability to obtain necessary materials or
equipment or permits due to existing or future laws, rules or regulations of governmental
authorities or any other causes, whether direct or indirect, and which by the exercise of
reasonable diligence said party is unable to prevent. For purposes of this Reinstated EDA
Special Construction Requirements Grant Agreement any one delay caused by any such
occurrence shall not be deemed to last longer than six (6) months and the party claiming delay
caused by any and all such occurrences shall give the other party written notice of the same
within 30 days after the date such claiming party learns of or reasonably should have known of
such occurrence. Notwithstanding anything else set forth above, after a total of nine (9) months
of delays of any type have been claimed by a party as being subject to force majeure, no further
delays or claims of any type shall be claimed by such party as being subject to force majeure
and /or being an excusable delay.
{2546232 - 1,111055- 00001 -01}
SECTION 14. HEADINGS.
The captions and headings in this Reinstated EDA Special Construction Requirements Grant
Agreement are for convenience and reference purposes only and shall not affect in any way the
meaning and interpretation of this Reinstated EDA Special Construction Requirements Grant
Agreement.
SECTION 15. COUNTERPART COPIES.
This Reinstated EDA Special Construction Requirements Grant Agreement may be executed in
any number of counterpart copies, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
SECTION 16. AUTHORITY TO SIGN.
The persons who have executed this Reinstated EDA Special Construction Requirements Grant
Agreement on behalf of the parties represent and warrant they are duly authorized to execute this
Reinstated EDA Special Construction Requirements Grant Agreement on behalf of their
respective entities.
SECTION 17. NOTICES.
All notices hereunder must be in writing and shall be deemed validly given if sent by certified
mail, return receipt requested, or by a nationally recognized overnight courier, addressed as
follows (or any other address the party to be notified may have designated to the sender by like
notice):
If to City: City of Roanoke, Virginia
Attn: City Manager
Noel C. Taylor Municipal Building,
Room 364
215 Church Avenue, S.W.
Roanoke, VA 24011
Fax No. 540 -853 -1138
With a copy to: City of Roanoke, Virginia
Attn: Economic Development Director
117 Church Avenue, S.W.
Roanoke, VA 24011
Fax No. 540- 853 -1213
If to EDA: Chair, Economic Development Authority
of the City of Roanoke, Virginia
c/o Roanoke City Department of Economic
Development
{2546232 - 1,111055 - 00001 -01)
117 Church Avenue S.W.
Roanoke, VA 24011
Fax No. 540- 224 -8050
With a copy to: Harwell M. Darby, Jr., Esquire
Glenn, Feldmann, Darby & Goodlatte
37 Campbell Avenue, S.W.
Roanoke, VA 24011
Fax No. 540- 224 -8050
If to Developer: Rutherfoord 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 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 18. NONDISCRIMINATION.
During the term of this Reinstated EDA Special Construction Requirements Grant Agreement,
Developer agrees as follows:
A. Developer shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, national origin, age, disability,
or any other basis prohibited by state law relating to discrimination in
employment, except where there is a bona fide occupational qualification
reasonably necessary to the normal operation of Developer. Developer agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
B. Developer in all solicitations or advertisements for employees placed by or on
behalf of Developer shall state Developer is an equal opportunity employer.
C. Notices, advertisements, and solicitations placed in accordance with federal law,
rule, or regulation shall be deemed sufficient for the purpose of meeting the
requirements of this section.
SECTION 19. AGREEMENT SUBJECT TO FUNDING.
(2546232 - 1,111055 - 00001 -01)
This Reinstated EDA Special Construction Requirements Grant Agreement is or may be subject
to funding and /or appropriations from federal, state, and /or local governments and /or agencies
and /or from the Council of the City of Roanoke. If any such funding is not provided, withdrawn,
or otherwise not made available for this Reinstated EDA Special Construction Requirements
Grant Agreement, with the result that the City is unable to perform its obligations hereunder, the
City shall give written notice to Developer of such unavailability of funding.
SECTION 20. COMPLIANCE WITH STATE LAW, FOREIGN AND DOMESTIC
BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE
COMMONWEALTH OF VIRGINIA.
Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended,
which provides that a contractor organized as a stock or nonstock corporation, limited liability
company, business trust, or limited partnership or registered as a registered limited liability
partnership shall be authorized to transact business in the Commonwealth as a domestic or
foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law.
Developer shall not allow its existence to lapse or its certificate of authority or registration to
transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked
or cancelled at any time during the term of the contract or agreement. The City or EDA may
void this Reinstated EDA Special Construction Requirements Grant Agreement if Developer
fails to remain in compliance with the provisions of this section. However, the City and EDA
agree that Developer may cure this matter 30 days after notice.
SECTION 21. DRAFTING OF THE REINSTATED EDA SPECIAL CONSTRUCTION
REQUIREMENTS GRANT AGREEMENT.
The provisions of this Reinstated EDA Special Construction Requirements Grant Agreement
shall not be construed in favor of or against either party, but shall be construed according to their
fair meaning as if all parties jointly prepared this Reinstated EDA Special Construction
Requirements Grant Agreement. All capitalized terms used but not defined herein shall have the
meanings set forth in the Purchase Agreement.
SECTION 22. REPORTS TO EDA AND THE CITY.
The City, EDA, and Developer shall maintain all books, records, and other documents relating to
this Reinstated EDA Special Construction Requirements Grant Agreement for a period of five
(5) years after the end of each fiscal year included in this Reinstated EDA Special Construction
Requirements Grant Agreement. The City, EDA, and Developer, and their authorized employees,
agents, and /or representatives, shall have reasonable access to and the right to examine, copy,
and /or audit any of such materials of the other parties during the term of this Reinstated EDA
Special Construction Requirements Grant Agreement and /or retention period in connection with
this Reinstated EDA Special Construction Requirements Grant Agreement.
SECTION 23. ENTIRE AGREEMENT.
{2546232 - 1,111055 - 00001 -01}
This Reinstated EDA Special Construction Requirements Grant Agreement, together with any
exhibits, attachments, and referenced items, constitutes the entire agreement of the parties and
supersedes all prior agreements between the parties. No amendment to this Reinstated EDA
Special Construction Requirements Grant Agreement shall be valid unless made in writing and
signed by the appropriate parties.
SIGNATURE PAGE TO FOLLOW
{2546232- 1,111055- 00001 -01}
IN WITNESS WHEREOF, the City, EDA, and Developer have executed this Reinstated EDA
Special Construction Requirements Grant Agreement by their authorized representatives.
WITNESS: CITY OF ROANOKE, VIRGINIA
Printed Name and Title
WITNESS:
Name and Title
(SEAL)
WITNESS:
Matthew Fink, Secretary /Treasurer
Approved as to form:
City Attorney
Approved as to form:
EDA Attorney
By:
Robert S. Cowell, Jr., City Manager
RUTHERFOORD PARTNERS, LLC
Bv:
Lucas Thornton, Manager /Member
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF ROANOKE, VIRGINIA
BY:
Linda D. Frith, Chair
Approved as to Execution:
City Attorney
Approved as to Execution:
EDA Attorney
The obligations of the City of Roanoke, Virginia
to appropriate funds under this Reinstated EDA Grant Performance
Agreement have been appropriated pursuant to:
Authorized by Budget Ordinance Nos.
Director of Finance
Authorized by Ordinance No.
{2546232 - 1,111055 - 00001 -01}
Hist:Re acknowledges the Assignment made to Developer was made with recourse and Hist:Re
shall not be released or relieved from any of the covenants or undertakings of Developer
contained in the First Reinstated Performance Agreement Regarding Special Construction
Requirements Economic Development Grant between the City, Developer, and EDA dated
March , 2020 and shall remain liable for the Reinstated Performance Agreement Regarding
Special Construction Requirements during the entire term thereof.
WITNESS:
Manager /Member
Name and Title
(SEAL)
{2546232- 1,111055- 00001 -01}
HIST:RE PARTNERS, LLC
Lucas Thornton,
Exhibit A
To
Reinstated Performance Agreement
Regarding
Special Construction Requirements Economic Development Grant
SCHEDULE OF SPECIAL CONSTRUCTION REQUIREMENTS
Special Construction Requirements to Campbell Court associated with the Development Project
which work will be done by Developer.
{2546232 - 1,111055- 00001 -01}
Hi9t:
PARTNERS LLC
Project Title: Campbell Court - SpecialConstructionRequirements
Projected Schedule of Values
Estimate Date: Wednesday, December 12, 2018 Potential Bids: -
Project SF: 34,475
Months: 4
a.� Base Bid:
Bidding?
Structural Engineering
=
$ 45,000
Civil Engineering
=
$ 15,000
Special Inspections
=
$ 65,000
General Conditions
@
6.0%
_
$ 130,000
Earth Work
$ 225,000
Gravel & Aggregates
$ 85,000
Storm Drainage Utilities - inc. structures est.
200
LF
@
300
$ 60,000
Cast -In -Place Concrete
Underpinning
30
CY
@
$ 2,500
=
$ 75,000
Footings
400
CY
@
$ 450
=
$ 180,000
Slab on Grade
34,475
SF
@
$ 8.50
=
$ 293,038
Columns
CY
@
_
$ -
Walls
CY
@
_
$ -
Miscellaneous
20
CY
@
$ 450
=
$ 9,000
Reinforcing Labor
10
Tons
@
$350
=
$ 4,500
Wire Labor
34,475
SF
@
$ 1.25
=
$ 43,094
Subcontractor Adjustment
@
_
Upgraded Micro Piles
@
_
$ 675,000
Upgraded Caissons
@
_
$ 225,000
Reinforcing
@
_
Reinforcing Material
75
Tons
@
$ 1,000
=
$ 75,000
Wire Material
34,475
SF
@
$ 1.25
=
$ 43,094
Tax
236,188
@
5.30%
_
$ 12,518
Miscellaneous Items
@
_
Flowable fill below all footings
500
CY
@
$180
=
$ 90,000
Elevated Equipment Pads & Transformers
2
ea.
@
$30,000
=
$ 60,000
GC Profit & Overhead
@
8%
_
$ 182,819
TOTALS: $ 2,593,062
SUBCONTRACTOR TOTAL: $ 2,593,062
Additional Requirements:
Winter pouring
TRADE TOTAL:J 2,593,062
{2546232 - 1,111055- 00001 -01}
Exhibit B
To
Reinstated Performance Agreement
Regarding
Special Construction Requirements Economic Development Grant
EDA Special Construction Requirements Grant Request
This EDA Special Construction Requirements Grant Request is submitted pursuant to that
Reinstated Performance Agreement Regarding Special Construction Requirements Economic
Development Grant dated , (the "Reinstated EDA Special Construction
Requirements Grant Agreement ") by and among the City of Roanoke, Virginia, a Virginia
municipal corporation (the "City "), Rutherfoord Partners, LLC, a Virginia limited liability
company ( "Developer ") and the Economic Development Authority of the City of Roanoke,
Virginia, an industrial development authority organized and existing under the laws of the
Commonwealth of Virginia (the "EDA "). Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Reinstated EDA Special Construction
Requirements Grant Agreement.
The Reinstated EDA Special Construction Requirements Grant Agreement provides that
Developer may make two requests to EDA for funds for an economic development grant, and
which funds have been provided to EDA by the City, in an amount not to exceed the lesser of (i)
the actual costs incurred by Developer for all Special Construction Requirements; or (ii)
$2,000,000. The first request is limited to the sum of $1,000,000; the second request is limited to
an amount equal to the lesser of (i) $1,000,000, or (ii) the difference between (a) the Developer's
actual costs incurred for Special Construction Requirements as defined in EDA Special
Construction Requirements Grant Agreement and (b) the aggregate amount of the prior payments
made to Developer pursuant to the prior EDA Special Construction Requirements Grant
Requests. At the time of each request Developer must make certain certifications to EDA, and
provide certain documentation to EDA.
Developer warrants that it has complied, or will comply, with all of the terms and conditions of
the Reinstated EDA Special Construction Requirements Grant Agreement. Developer certifies
that:
A. If, with respect to the first request [check here O], Developer certifies that:
(i) Developer has incurred and paid at least $1,000,000.00 for Public
Infrastructure Improvements;
(ii) Provide a dated certification by the architect or civil engineer for
Developer that certifies that the construction of the Special
Construction Requirements of the Development Project are
substantially complete;
{2546232- 1,111055- 00001 -01}
(iii) Developer is in compliance with the terms and conditions of the
Reinstated Purchase Agreement and the Reinstated EDA Public
Infrastructure Improvements Performance Grant Agreement as of the
date of this first request; and
(iv) Attached to this first request is the dated statement of the general
contractor for Developer, and verified by a certified public accountant,
which indicates (a) the aggregate amount of the total costs of
construction of the Development, the aggregate dollar amount of
requests for payment submitted by the general contractor,
subcontractors and suppliers, and the aggregate amount paid to the
general contractor, subcontractors, and suppliers; and (b) the actual
costs incurred and paid for by Developer for Public Infrastructure
Improvements are equal to or greater than $1,000,000.00.
B. If, with respect to the second request [check here ( _)], Developer certifies that:
(1) Construction of the Development Project is substantially complete;
(ii) Developer is in compliance with the terms and conditions of the Reinstated
Purchase Agreement and the Reinstated EDA Public Infrastructure
Improvements Performance Grant Agreement as of the date of this second
request;
(iii) Attached to this second request is the (a) dated certificate of substantial
completion of the Development Project executed by the architect of record
for the Developer or (b) a copy of the final certificate of occupancy issued
by the City Department of Planning, Building, and Development; and
(iv) Attached to this second request is the dated certificate of a certified public
accountant, with supporting detailed invoices, that Developer has incurred
and paid (or to be paid for by Developer with grant funds) for Special
Construction Requirements (as described and defined in the Reinstated EDA
Special Construction Requirements Grant Agreement) in the aggregate
amount of at least $2,000,000. However, if the amount of this second
request is less than the total aggregate amount of $2,000,000, including the
prior requests, such certificate shall state that the Developer has incurred
and paid at least the total aggregate amount of the prior requests and this
second request for such Public Infrastructure Improvements.
Developer respectfully requests that the EDA process this EDA Special Construction
Requirements Grant Request through its approval process, and, upon approval by EDA and the
City pay the requested portion of the EDA Special Construction Requirements Grant in the
amount of to Developer. However, such amount shall not exceed $1,000,000 for the
first request, and $1,000,000 for the second request.
{2546232 - 1,111055 - 00001 -01}
Date:
{2546232 - 1,111055- 00001 -01)
RUTHERFOORD PARTNERS, LLC
Manager
,( IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
�\ The 16th day of March, 2020.
No. 41696- 031620.
AN ORDINANCE to appropriate funding from federal and Commonwealth 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
Materials & Supplies
Technology Software /On -line
Professional Dev Suppl
Revenues
Federal Grant Receipts
State Grant Receipts
State Grant Receipts
302 - 110 - 1101 - 1000 -137P- 61310 - 46613 -3 -01 117
302 - 110 - 0000 - 1070 - 316P - 61100 - 46640 - 9 - 09 8,400
302 - 210 -3300- 1000 -362P- 62140 - 41129 -9 -01 14,114
302 - 000 - 0000 - 0000 - 137P - 00000 - 38365 - 0 - 00 117
302 - 000 - 0000 - 0000 - 316P - 00000 - 32220 - 0 - 00 8,400
302 - 000 - 0000 - 0000 - 326P - 00000 - 32291 - 0 - 00 14,114
Pursuant to the provisions of Section 12 of the City Charter, the second reading of this
ordinance by title is hereby dispensed with.
ATTEST:
e" '-A.
City Clerk. CT
ROANOKE CITY
PUBLIC SCHOOLS
Strong Students. Strong Schools. Strong City,
School Board
March 16, 2020 Mark K. Cathey
Chairman
On behalf of the School Board, thank you for your consideration
Sincerer ly,
`�`"`�1., . PAM I I,
Cindy H. Poulton
Clerk
pc: Dan Callaghan Rita D. Bishop
Bob Cowell Kathleen Jackson
Amelia Merchant Mary Talley (w /details)
Mark K. Cathey
www.rcps.info p: 540.853.2381 f: 540.853.2951 P.O. Box 13145 Roanoke VA 24031
Lutheria H. Smith
The Honorable Sherman P. Lea, Sr., Mayor
Vice Chairman
and Members of Roanoke City Council
William B. Hopkins, Jr.
Roanoke, VA 24011
Elizabeth C. S. Jamison
Laura D. Rottenborn
Dear Mayor Lea and Members of Council:
Joyce W. Watkins
As a result of official School Board action on Tuesday, March 10,
Dick Willis
2020, the Board respectfully requests that City Council
approve the
Rita D. Bishop
following appropriation requests:
Su
Superintendent
New Appropriation
Cindy H. Poulton
Mentor Teacher Program 2019 -20
Award
$14,114.00
Revised Appropriations
Title I, Part A, Limited English Proficient (LEP) 2019 -20
Additional Award
$117.27
State Operated Programs: Juvenile Detention Home
and Child Development Clinics 2019 -20
$8,400.00
On behalf of the School Board, thank you for your consideration
Sincerer ly,
`�`"`�1., . PAM I I,
Cindy H. Poulton
Clerk
pc: Dan Callaghan Rita D. Bishop
Bob Cowell Kathleen Jackson
Amelia Merchant Mary Talley (w /details)
Mark K. Cathey
www.rcps.info p: 540.853.2381 f: 540.853.2951 P.O. Box 13145 Roanoke VA 24031
CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: School Board Appropriation Request
Background:
As the result of official Roanoke City School Board action at its March 10, 2020 meeting, the Board
respectfully requested that City Council appropriate funding as outlined in this report.
The 2019 -20 Title III, Part A, Limited English Proficient (LEP) grant was awarded to Roanoke City
Schools from federal funding to support programs to improve the education of Limited English
proficient children and youth by helping them learn English and meet challenging state content and
achievement standards. The grant period will end September 30, 2021.
State Operated Programs constitutes educational services provided at the Roanoke Valley juvenile
Detention Home and the Virginia Department of Healthy's Roanoke Child Development Clinics. This
appropriation aligns the total with the revised award amount. The program will be full reimbursed
by state funds and will end March 31, 2020. This is a continuing program.
Mentor Teacher Program 2019 -20 provides funding to support the division in enhancing its mentor
teacher program. Funding is provided based on the number of teachers with zero years of teaching
experience reported by the school division for 2019 -20. The grant period will end June 30, 2020.
Recommended Action:
We recommend that Council concur with this report of the School Board and adopt the attached
budget ordinance to establish revenue estimates and to appropriate funding as outlined.
Robert S. owell, 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
L
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41697- 031620.
A RESOLUTION creating an ad hoc committee to study, develop, and recommend
strategies to address gun violence within the City of Roanoke, and establishing an effective date.
WHEREAS, City Council adopted Resolution No.41454- 060319 on June 3, 2019, to
create the Task Force to Reduce Gun Violence (Task Force) to study the issue of gun violence
within the City and make recommendations to City Council for actions that City Council may take
to reduce the epidemic of gun violence within our community;
WHEREAS, the Task Force presented its report to City Council on November 4, 2019 that
included several recommendations, including the need for City Council to create a committee to
continue the work of the Task Force; and
WHEREAS, City Council has determined that the creation of an ad hoc committee for a
period of one (1) year commencing as of April 1, 2020 and ending March 31, 2021, focused on
the effort to study, develop, and recommend sustainable and meaningful strategies for
implementation by City Council to reduce gun violence within our community.
follows
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as
1. City Council hereby establishes an ad hoc committee to study, develop, and
recommend strategies for consideration by City Council for implementation to reduce gun violence
within the City of Roanoke (Study Committee). The Study Committee shall be named "Ad Hoc
Study Committee on the Reduction of Gun Violence" and shall consist of eleven (11) to twenty
(20) members, including one (1) member of City Council. Pursuant to Section 2 -282 of City Code,
the Mayor shall serve as ex officio as a non - voting member of the Study Committee. The presence
1
or absence of the Mayor shall not be counted in determining a quorum. The Study Committee
shall commence as of April 1, 2020 and shall end on March 31, 2021, unless extended by further
action of City Council.
2. All members shall serve for terms of one (1) year commencing as of April 1, 2020.
3. The following individuals shall serve as members of the Study Committee:
Jordan Bell, Community Advocate
Ryan Bell, Coordinator of Family Engagement, Roanoke City Public
Schools
Antwyne Callaway, HRV Pathways HUB Manager, United Way of
Roanoke Valley
Joseph Cobb, Vice Mayor, City of Roanoke
Rabbi Kathy Cohen, Temple Emanuel
Troy Gusler, Boys into Men Initiative, TAP (Total Action for Progress)
Dr. Mark Hamill, Trauma Surgeon/Critical Care, Carilion Clinic
Rev. Tim Harvey, Pastor, Oak Grove Church of the Brethren
Bishop Jamaal Jackson, Roanoke Neighborhood Advocates
Joshua Johnson, Roanoke City Police Department
Rev. Dr. David Jones, Pastor, Williams Memorial Baptist Church
Courtney Penn, Associate Dean for Strategy and Admissions, Roanoke
College
Nicole Ross, Program Manager, Youth HQ, Goodwill Industries of the
Valleys
Natasha Saunders, Trifecta, Inc.
Stacey Sheppard, Director of Housing and Human Services Total Action
for Progress
2
Taisha Steele, Director of Counseling and Equity, Roanoke City Public
Schools
David Thomas, Community Member
Yvonne Thomas, Jobs Plus Program, Roanoke Redevelopment & Housing
Authority
Anthony West, Virginia Cares
Shakira Williams, Public Health Specialist, Advocate and Volunteer
City Council finds that, pursuant to Section 2- 281(b), Code of the City of Roanoke (1979), as
amended, that special circumstances warrant waiver of the residency requirement set forth in
Section 2- 281(b) with respect to Ryan Bell, Troy Gusler and Stacey Sheppard and hereby waives
such residency requirement with respect to these persons.
4. The members of the Study Committee shall, at its regular meeting in April, 2020,
select a chair, vice - chair, and secretary of the Study Committee. The Study Committee shall
establish a regular monthly meeting schedule and shall meet at least once during each month. The
chair, and the vice -chair in the absence of the chair, shall preside at each meeting of the Study
Committee. The secretary shall call roll at the commencement of each meeting to determine the
presence of a quorum and roll for each vote by the Study Committee. The Study Committee may
adopt bylaws with regard to operation of the Study Committee provided that such bylaws shall not
be inconsistent with this Resolution. Bylaws may provide for the creation of subcommittees.
Membership on such subcommittees may include persons who are not members of the Study
Committee.
5. The Study Committee shall study the presence of gun violence within the City,
develop strategies for implementation for the reduction of gun violence, and make
recommendations to City Council for actions that may be taken by City Council to address the
3
reduction of gun violence. The Study Committee shall make an annual report to City Council in
February 2021 as required pursuant to Section 2 -285 of City Code. Such report shall include a
recommendation to City Council regarding the extension of the Study Committee beyond March
31, 2021.
6. The Study Committee shall be subject to, and conduct all of its meetings in
accordance with, Section 2.2 -3700, et seq., Code of Virginia (1950), as amended.
7. This Resolution shall be effective upon its passage.
ATTEST:
City Clerk.
4
REVISED
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41698 - 031620.
A RESOLUTION establishing a written policy for participation in City Council meetings
through electronic communication.
WHEREAS, Virginia Code § 2.2- 3708.2 allows members of local governing bodies to
participate in a meeting through electronic communication means from a remote location in certain
situations; and
WHEREAS, a written policy must be established for such participation.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke that the
following policy is established for Council members' remote electronic participation in City Council
meetings:
1. On or before the day of a meeting, the member shall notify the Mayor that the
member is unable to attend the meeting due to an emergency or a personal matter.
The member must identify with specificity the nature of the emergency or personal
matter. A member may also notify the Mayor that the member is unable to attend
a meeting due to a temporary or permanent disability or other medical condition that
prevents the member's physical attendance.
2. Except as provided in Section 2.2- 3708.2 (A)(3), a quorum of the Council must be
physically assembled at the primary or central meeting location. The Council
members present must approve the participation; however, the decision shall be
based solely on the criteria in this resolution, without regard to the identity of the
member or matters that will be considered or voted on during the meeting. The
Clerk or Deputy Clerk shall record in the Council's minutes the specific nature of
the emergency, personal matter or disability and the remote location from which the
absent member participated. If the absent member's remote participation is
disapproved because such participation would violate this policy, such disapproval
shall be recorded in the Council's minutes.
3. Participation by the absent member shall be limited in each calendar year to two (2)
meetings of the Council.
4. The Council shall make arrangements for the voice of the absent member to be heard
by all persons in attendance at the meeting location.
5. With respect to meetings by electronic communications without a quorum of
Council present when the Governor has declared a state of emergency, Council shall
comply with the provisions of Section 2.2- 3708.2(A)(3).
ATTEST:
City Clerk.
(Vice cif the Mayor
CITY OF , ROANOKE
T 4C1��m
GIRL SCOUT MONTH
OR
REAS, March 12, 2020, marks the 108th Anniversary of Girl Scouts of the
USA, founded by Juliette Gordon Low in Savannah, Georgia;
REAS, the year of 2020, marks the 57th Anniversary of Girl Scouts of
Virginia Skyline Council, headquartered in the City of Roanoke;
WHEREAS, the City of Roanoke has approximately twenty Girl Scout troops
that include groups of girls who meet in places of worship,
neighborhood centers, schools, libraries and other public and
private spaces;
WHEREAS, through Girl Scouting, girls gain courage, confidence, and
character, making local communities and the world a better place;
and
WHEREAS, more than 2.5 million current Girl Scout members nationwide will
be celebrating 108 years of this American tradition, with nearly 60
million women who are former Girl Scouts and living proof of the
impact of this amazing movement.
NOW, THEREFORE, I, Sherman P. Lea, Sr., Mayor of the City of Roanoke,
Virginia, do hereby applaud the commitment Girl Scouting has made to
America's girls and proudly proclaim March 2020, throughout this great, seven -
time A11- America City, as Girl Scout Month.
Given under our hands and the Seal of the City of Roanoke this sixteenth day
of March in the year two thousand and twenty.
Sherman P. Lea, Sr.
Mayor
ATTEST:
A
ecelia F. McCoy
City Clerk
CECELIA F. JICCOY, CJIC
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(q roanokeya.KoN
March 17, 2020
Jeffrey D. Stern, State Coordinator
Virginia Department of Emergency Management
10501 Trade Court
North Chesterfield, Virginia 23236
Dear Mr. Stern:
CECELIA T. NN EBB, CJIC
Assistant Deputy Cih Clerk
I am enclosing copy of Resolution No. 41699- 031620 confirming the City Manager's declaration
of a local emergency; conferring emergency powers in the City Manager as Director of
Emergency Management; authorizing the City Manager to make application for Federal and
State public assistance to -deal with such emergency; designating a fiscal agent and an agent
for submission of financial information for the City; and calling upon the Federal and State
governments for assistance.
The abovereferenced measure was adopted by the Council of the City of Roanoke at a regular
meeting held on Monday, March 16, 2020, and is in full force and effect upon its passage.
Sincerely,
04 V-4--
Cecelia F. McCoy, CMC
City Clerk
C: Robert S. Cowell, Jr., City Manager
Sherman S. Stovall, Assistant City Manager for Operations
Daniel J. Callaghan, City Attorney
Timothy S. Spencer, Senior Assistant City Attorney
Brian Townsend, Assistant City Manager for Community Development
David Hoback, Chief, Fire EMS
Chester Smith, Acting Chief of Roanoke City Police
Trevor Shannon, Battalion Chief of Emergency Management and Community
Preparedness
�i
V+--
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41699 - 031620.
A RESOLUTION confirming the City Manager's declaration of a local emergency;
conferring emergency powers in the City Manager as Director of Emergency Management;
authorizing the City Manager to make application for Federal and State public assistance to deal
with such emergency; designating a fiscal agent and an agent for submission of financial
information for the City; and calling upon the Federal and State governments for assistance.
WHEREAS, the Council of the City of Roanoke finds that the City has sustained a public
health disaster arising from the outbreak of a respiratory illness referred to as the coronavirus
(COVID -19).
WHEREAS, the Governor of the Commonwealth of Virginia declared a state of
emergency related to COVID -19 on March 12, 2020;
WHEREAS, the President of the United States declared a national emergency related to
COVID -19 on March 13, 2020;
WHEREAS, pursuant to the provisions of §44- 146.21, Code of Virginia, on March 16,
2020, the City Manager as Director of Emergency Management, declared a local emergency
commencing on March 16, 2020, which Council must confirm at its next regularly scheduled
meeting; and
WHEREAS, a condition of extreme peril to life and health exists which necessitates the
declaration of the existence of a local emergency.
THEREFORE, BE IT RESOLVED by the Council of the City of Roanoke as follows:
L Council confirms that a local emergency existed throughout the City commencing
March 16, 2020.
2. The Council hereby ratifies and confirms that, during the period of the emergency
confirmed by this resolution, the City Manager, as Director of Emergency Management,
possessed and held those powers, functions and duties prescribed by the Code of Virginia (1950),
as amended, the City of Roanoke Charter of 1952, as amended, the Code of the City of Roanoke
(1979), as amended, and the Emergency Operations Plan approved by this Council, in order to
further the public health, safety and welfare, address the needs of the people of the City of
Roanoke, and mitigate the effects of such emergency.
3. The City Manager is hereby authorized for and on behalf of the City to execute
applications for Federal and State public assistance as is necessary and proper to meet this
emergency and to provide to Federal and State agencies for all matters relating to Federal and
State disaster assistance the assurances and agreements required by the Federal Emergency
Management Agency and other agencies of the State and Federal government.
4. The City's Director of Finance, is hereby designated as the City's fiscal agent to
receive, deposit and account for Federal and State funds made available to the City to meet the
emergency declared by this resolution, and is hereby designated as the City agent for executing
and submitting appropriate documentation and information regarding Federal and State
reimbursement for this emergency.
5. The City Clerk is directed to forward an attested copy of this resolution to the
State Coordinator of Emergency Management.
ATTEST:
O-eu� m6y-
City Clerk.
K: \Measures \confirming local emergency COVID 19 3 16 2020.doc
OFFICE OF THE CITY MANAGER
Noel C. Taylor Municipal Building
�� 5 Church Avenue, SW, Suite 364
Roanoke, Virginia 24011
ROA N O K E www.roanokeva.gov
www.roanokeva.gov
March 16, 2020
Mayor Sherman P. Lea, Sr., and
Members of Roanoke City Council
Subject: Declaration of Local Emergency on March 16, 2020
Honorable Mayor and Members of City Council:
On March 12, 2020, Governor Ralph S. Northam declared that a state of emergency exists in the
Commonwealth of Virginia with respect to an outbreak of a respiratory illness referred to as the
coronavirus (COVID -19), which has spread from Wuhan, Hubei Province, China to more than 80
other locations internationally, including the Commonwealth. The Commonwealth of Virginia will
continue to prepare and coordinate our response to the potential spread of COVID -19, a
communicable disease of public health threat. It is anticipated that this disease will spread, based
upon information provided the Commonwealth of Virginia and the Center for Disease Control and
Prevention. On addition, on March 13, 2020, the President of the United States declared a national
emergency related to COVID -19.
As City Manager, I serve as Director of Emergency Management for the City pursuant to Section 44-
146.21(a), Code of Virginia (1950), as amended. Based upon the information conveyed to me
regarding the spread of COVID -19 and the need to prepare and coordinate the response of the City to
the spread of this disease, I do hereby declare a local state of emergency to exist within the City of
Roanoke pursuant to Section 44- 146.21(a), Code of Virginia (1950), as amended and in accordance
with the City of Roanoke 2016 Emergency Operations Plan. This local state of emergency shall
remain in place until further action by the undersigned and City Council.
I will request that City Council confirm this action at its next regularly scheduled session set for later
today, Monday, March 16, 2020.
Sin ,
Robert S. Cowell, Jr.
City Manager
Director of Emergency Management
c: Sherman S. Stovall, Assistant City Manager for Operations
Daniel J. Callaghan, City Attorney
Timothy R. Spencer, Senior Assistant City Attorney
R. Brian Townsend, Assistant City Manager for Community Development
Trevor Shannon, Battalion Chief of Emergency Management & Community Preparedness
David Hoback, Chief, Fire EMS
Chester Smith, Acting Chief of Roanoke City Police
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41700 - 031620.
AN ORDINANCE authorizing the proper City officials to execute a First Reinstated
Performance Agreement Regarding Operation Period Economic Development Grant
( "Reinstated Performance Agreement ") among the City of Roanoke, Virginia (the "City "), the
Economic Development Authority of the City of Roanoke, Virginia (the "EDA "), and
Rutherfoord Partners, LLC (the "Developer "), a Virginia limited liability company, that provides
for a grant estimated to not exceed $1,500,000 subject to certain undertakings and obligations by
the parties in connection with the development of City -owned properties located at 29 Campbell
Avenue, S.W., and 30 Salem Avenue, S.W., Roanoke, Virginia, as shown on Official Tax Map
Nos. 1011105, 1011106, 1011107, 1011108, 1011109, 1011110, 1011116, 1011117, 1011118,
1011119, 1011120, 1011122, and 1011129 ( "Property ") that the Developer will acquire for the
construction of a redevelopment project that will consist of approximately 110,000 square feet of
constructed area, including residences and office /retail space, as well as street trees, crosswalks,
and more than 300 feet of linear sidewalk (the "Project "); authorizing the City Manager to take
such actions and execute such documents as may be necessary to provide for the implementation,
administration, and enforcement of such Reinstated Performance Agreement; and dispensing
with the second reading of this Ordinance by title.
WHEREAS, the City and Hist:Re Partners, LLC ( "Hist:Re ") entered into an Agreement
for the Exchange of Real Estate dated January 23, 2019, as amended ( "Purchase Agreement ")
following authorization by City Council through the adoption of Ordinance No. 41372 - 012219,
which Purchase Agreement authorized the sale by the City to Hist:Re of 29 Campbell Avenue,
S.W., and 30 Salem Avenue, S.W., and commonly known as Campbell Court;
1
WHEREAS, Hist:Re requested an economic development grant through the EDA to
assist with the significant costs necessary to support construction of the Project and on June 19,
2019, the City, Hist:Re, and the EDA entered into a Performance Agreement Regarding
Operation Period Economic Development Grant ( "Original Performance Agreement "), which
allows for economic development grants from the City through the EDA to assist with such
costs;
WHEREAS, on July 22, 2019, the Purchase Agreement inadvertently expired, before the
City and Hist:Re could complete their obligations under the Purchase Agreement or amend the
terms of the Purchase Agreement. Notwithstanding the expiration of the Purchase Agreement,
the City and Hist:Re continued to perform their obligations under the terms of the Purchase
Agreement as if it were in full force and effect. The City and Hist:Re entered into a First
Reinstated Agreement for the Exchange of Real Estate ( "Reinstated Purchase Agreement ") dated
September 17, 2019;
WHEREAS, on March 2, 2020, by Ordinance No. 41682 - 030220, adopted March 2,
2020, the City consented to an Assignment Agreement under which Hist:Re Partners, LLC,
irrevocably and unconditionally designated Rutherfoord Partners, LLC as the Developer under
the Reinstated Purchase Agreement and assigned all of its right, title, and interest under the
Reinstated Purchase Agreement to Rutherfoord Partners, LLC;
WHEREAS, due to the inadvertent expiration of the Purchase Agreement, the
Performance Agreement needs to be reinstated, reaffirmed and replaced with a proposed First
Reinstated Performance Agreement Regarding Operation Period Economic Development Grant
( "Reinstated Performance Agreement ") under which the terms and conditions imposed on the
City, EDA and Developer contained in the Original Performance Agreement are reinstated in the
proposed Reinstated Performance Agreement;
2
WHEREAS, City staff has advised Council that the Project will benefit economic
development within the City and the Roanoke Region, and the Project will provide additional tax
revenue and services to benefit the citizens of the City and the Roanoke Region; and
WHEREAS, the City and the EDA wish to encourage the Developer to complete the
Project in order to enhance and promote economic development within the City and the Roanoke
Region.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
I. City Council hereby approves the terms of the First Reinstated Performance
Agreement Regarding Operation Period Economic Development Grant among the City, the
EDA, and the Developer (together with recourse to Hist:Re) (the "Reinstated Performance
Agreement "), as set forth in the attachment to the City Council Agenda Report dated March 16,
2020, which provides for certain undertakings and obligations by the Developer, as well as
certain undertakings by the City and the EDA. City Council further finds that the economic
development grant provided for by the Reinstated Performance Agreement will promote
economic development within the City and the Roanoke Region and will be of economic benefit
to the City and its citizens.
2. The City Manager is hereby authorized on behalf of the City to execute the
Reinstated Performance Agreement, upon certain terms and conditions as set forth in the Agenda
Report. The Reinstated Performance Agreement shall be substantially similar to the one attached
to such Agenda Report and in a form approved by the City Attorney. The Reinstated
Performance Agreement will also be subject to the approval of the EDA.
3. The City Manager is further authorized to take such actions and execute such
documents as may be necessary to provide for the implementation, administration, and
3
enforcement of the Reinstated Performance Agreement. Such other documents 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:
City Clerk.
LI
.r, COUNCIL AGENDA •
t
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: First Reinstated Performance Agreement among the City of Roanoke,
Economic Development Authority of the City of Roanoke, Virginia,
and Rutherfoord Partners, LLC, for Improvements to be Made to 29
Campbell Avenue, S.W. and 30 Salem Avenue, S.W.
Background:
The City of Roanoke, Virginia (City) and Hist:Re Partners, LLC (Hist:Re) 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 Hist:Re of 29 Campbell Avenue, S.W., and 30 Salem Avenue, S.W., bearing Official
Tax Map Nos. 101 1 105, 101 1 106, 101 1 107, 101 1 108, 101 1 109, 101 1 1 10, 101 1 1 16,
1011117, 1011118, 1011119, 1011120, 1011122, and 1011129, 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, Hist:Re 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 Rutherfoord Properties, LLC, a Virginia limited
liability company (Rutherfoord Properties), for which Hist:Re has options to acquire,
together with other consideration to be provided by Hist:Re. 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 Hist:Re, were express conditions
precedent to the City and Hist:Re'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.
Based on extensive discussions with Hist:Re, the City recognized that Hist:Re will incur
significant costs necessary to support construction of the Project. On June 19, 2019,
the City, Hist:Re, and the Economic Development Authority of the City of Roanoke,
Virginia (EDA) entered into a Performance Agreement Regarding Operation Period
Economic Development Grant (Original Operation Grant Agreement), which allows for
economic development grants from the City through the EDA to assist with such costs.
The estimated cost of construction of the Project and related costs necessary to
support construction of the Project and the estimated development costs are attached
to the Operation Grant Agreement.
On July 22, 2019, the Original Agreement inadvertently expired, before the City and
Hist:Re 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 Hist:Re continued to perform their obligations under the
terms of the Original Agreement as if it were in full force and effect. The City and
Hist:Re entered into a First Reinstated Agreement for the Exchange of Real Estate
(Reinstated Agreement) dated September 17, 2019, under which the City, after it
acquires Campbell Court from GRTC, and subject to satisfaction of all conditions in the
Reinstated Agreement, would transfer Campbell Court to Hist:Re in exchange for the
Future Rail Station Parcels, upon Hist:Re's acquisition of those parcels from
Rutherfoord Properties. Acquisition of Campbell Court by the City, and acquisition of
the Future Rail Station Parcels by the Hist:Re, remain express conditions precedent to
the parties' performance under the Reinstated Agreement. The Reinstated Agreement
establishes new dates for completion of due diligence and inspections by the City and
Hist:Re, and dates by which other conditions must be satisfied. The other terms and
conditions imposed on the City and Hist:Re contained in the Original Agreement are
reinstated in the Reinstated Agreement.
On March 2, 2020, by Ordinance No. 41682- 030220, adopted March 2, 2020, the City
consented to an assignment agreement under which Hist:Re irrevocably and
unconditionally designated Rutherfoord Partners, LLC as the Developer under the
Reinstated Agreement and assign all of its right, title, and interest under the Reinstated
Agreement to Rutherfoord Partners, LLC (Developer).
Due to the inadvertent expriation of the Original Agreement, the Original Operation
Grant Agreement also needs to be reinstated, reaffirmed and replaced with a proposed
First Reinstated Performance Agreement Regarding Operation Period Economic
Development Grant (Reinstated Operation Grant Agreement) under which the terms
and conditions imposed on the City, EDA and Developer contained in the Original
Operation Grant Agreement are reinstated in the proposed Reinstated Operation Grant
Agreement. In the Reinstated Operation Grant Agreement, Hist:Re acknowledges the
Assignment made to Developer was made with recourse and Hist:Re shall not be
released or relieved from any of the covenants or undertakings of Developer contained
in the proposed Reinstated Operation Grant Agreement and shall remain liable for the
Reinstated Operation Grant Agreement during the entire term thereof.
Considerations:
The Reinstated Operation Grant Agreement sets forth the obligations of Developer in
order to qualify for and receive an initial grant, and subsequent grants, including, but
not limited to, the following terms:
1. The EDA will make annual distributions of the Operation Grant, as defined and
described in the Reinstated Operation Grant Agreement, the total amount of
2
which will not exceed $1,500,000.00. The list of eligible structural improvement
costs is provided in Exhibit A of the Reinstated Operation Grant Agreement. In
order to qualify for any distributions of funds under the Reinstated Operation
Grant Agreement, Developer must (i) commence construction of the Project no
later than two years after closing on the acquisition of the Property; (ii) expend,
or have caused to expend, at least $25,000,000.00 on development of the
Project (Minimum Development Costs) by the end of construction; and (iii) verify
that the project expenditures of at least $25,000,000.00 include the cost of
items shown in Exhibit B of the Reinstated Operation Grant Agreement.
2. Subject to Developer fulfilling its obligations as enumerated in the Reinstated
Operation Grant Agreement, the EDA will provide certain funds annually to
Developer, as provided from the City, to assist with the development of the
Project. Developer may request an annual grant starting on a date as described
in the Reinstated Operation Grant Agreement. The amount of the grant will be
equal to fifty percent (50 %) of the designated revenue actually received by the
City during the preceding grant year from real estate taxes.
The other obligations of the parties are set forth in the attached proposed Reinstated
Operation Grant Agreement. Also, such Reinstated Operation Grant Agreement is
subject to the approval of the EDA.
Recommended Action:
Approve the terms of the Reinstated Operation Grant Agreement among the City, EDA,
and Developer (together with recourse to Hist:Re), as set forth in the attachment to this
City Council Agenda Report and determine that the Reinstated Operation Grant
Agreement among Developer, the EDA, and the City will promote economic
development within the City. Authorize the City Manager to execute such Reinstated
Operation Grant Agreement among the City, EDA, and Developer, 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
Reinstated Operation Grant Agreement, with the form of such Reinstated Operation
Grant Agreement, and such other documents, to be approved by the City Attorney.
- - - - - -- WwWe, - - - --
Robert
City Manager
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community Development
Amelia C. Merchant, Director of Finance
Robert Ledger, Acting Director, Economic Development
Marc B. Nelson, Special Projects Coordinator, Economic Development
Laura M. Carini, Assistant City Attorney
3
FIRST REINSTATED PERFORMANCE AGREEMENT
REGARDING
OPERATION PERIOD
ECONOMIC DEVELOPMENT GRANT
This First Reinstated Performance Agreement Regarding Operation Period Economic
Development Grant ( "Reinstated EDA Operation Grant Agreement') is dated March , 2020,
by and among the City of Roanoke, Virginia, a municipal corporation ( "City "), Rutherfoord
Partners, LLC, a Virginia limited liability company ( "Developer "), and the Economic
Development Authority of the City of Roanoke, Virginia, an industrial development authority
organized and existing under the laws of the Commonwealth of Virginia ( "EDA ").
RECITALS
WHEREAS, Hist:Re Partners, LLC, a Virginia limited liability company ( "Hist:Re ") and the
City executed an Agreement for the Exchange of Real Estate dated January 23, 2019, (the
"Original Purchase Agreement") in which the City agreed to sell, and Hist:Re agreed to purchase
Campbell Court, 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 ( "Property ") and Hist:Re agreed
to sell, and the City agreed to purchase the Future Rail Station Parcels (as more particularly
described in the Original Purchase Agreement);
WHEREAS, Hist:Re and the City entered into a Performance Agreement Regarding Operation
Period Economic Development Grant (the "Original EDA Operation Grant Agreement') dated
June 19, 2019.
WHEREAS, Pursuant to the terms of the Original Purchase Agreement, the Original Purchase
Agreement automatically terminated on July 22, 2019, which termination Hist:Re and the City
agree was inadvertent.
WHEREAS, After July 22, 2019, Hist:Re and the City continued to perform their obligations in a
way which is consistent with the terms of the Original Purchase Agreement.
WHEREAS, Hist:Re and the City entered into the First Reinstated Agreement for the Exchange
of Real Estate on September 19, 2019 ( "Reinstated Purchase Agreement'), which Reinstated
Purchase Agreement reinstates, reaffirms, and replaces the Original Purchase Agreement with
the terms and conditions of the Reinstated Purchase Agreement.
WHEREAS, Due to the unintentional and inadvertent, technical termination of the Original
Purchase Agreement, Hist:Re and the City continued to pursue closing of the transaction
contemplated in the Original Purchase Agreement as if the same were in place and agree that the
{2546200 - 1,111055- 00001 -01}
1
Original Purchase Agreement is deemed to have continued uninterrupted from July 22, 2019 up
and until September 19, 2019.
WHEREAS, Hist:Re and the City agree that they intend to take on the same obligations as to the
events that occurred from July 22, 2019 up and until September 19, 2019 that they would have
had if the Original Purchase Agreement had still been in effect.
WHEREAS, as of March 3, 2020, with the consent of the City, Hist:Re irrevocably and
unconditionally designated Developer as the Developer under the Reinstated Purchase
Agreement and assigned all of its right, title and interest under the Reinstated Purchase
Agreement to Developer ( "Assignment "). Developer accepted such designation as Developer
and assignment and agreed to perform the obligations of Developer and Hist:Re thereunder
arising on and after the Effective Date of the Assignment. The Assignment did not relieve
Hist:Re of any obligations under the Reinstated Purchase Agreement.
WHEREAS, the proposed development will involve the construction of a mixed -use
development totaling more than 110,000 square feet of area, at the Property, construction of
which will be in accordance with plans (the "Project Plans ") to be submitted to the City of
Roanoke Planning, Building and Development Department (the "Project ");
WHEREAS, the City and EDA have determined that: (1) the Development Project will promote
economic development within the City and Roanoke Region; and (ii) the Development Project
will produce additional tax revenues, services, and benefits to the citizens of the City and
Roanoke Region;
WHEREAS, Developer has requested economic grants from the City through the EDA to assist
with the cost of construction of Campbell Court and related costs necessary to support
construction of the Project, which work will be performed by Developer and the costs for which
are set forth in Exhibit A, attached hereto and made a part hereof;
WHEREAS, the EDA, relying on the undertakings of Developer, has determined to make an
annual economic development grant for a specified period to Developer from funds to be
provided to the EDA by the City, all in accordance with the terms of this Reinstated EDA
Operation Grant Agreement;
WHEREAS, the parties wish to reduce to writing the agreement of the parties concerning this
matter; and
WHEREAS, capitalized terms not defined herein shall have the meanings set forth in the
Reinstated Purchase Agreement.
NOW, THEREFORE, the parties, in consideration of the promises and obligations contained in
the above Recitals, which Recitals are incorporated herein and made a part hereof, and as set
forth herein, mutually agree to reinstate, reaffirm, and replace the Original EDA Operation Grant
Agreement, with the terms and conditions of this Reinstated EDA Operation Grant Agreement,
as follows:
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2
SECTION 1. EDA OPERATION GRANTS.
Subject to the terms of this Reinstated EDA Operation Grant Agreement, the EDA will make
annual EDA Operation Grants (each an EDA Operation Grant), up to the maximum amount of
Grants distributed to Developer under this Agreement equal to $1,500,000.00, in order to assist
with development and completion of the Project for the purposes of promoting economic
development in the City and the Roanoke Region. Developer acknowledges and agrees that the
maximum aggregate amount of Grants received pursuant to this Reinstated Agreement shall be
limited to $1,500,000.00 ( "Grant Cap "). The EDA's obligations hereunder are not general
obligations of the EDA, but are special obligations of the EDA limited to those funds which are
provided by the City and received by the EDA under the terms set forth herein.
SECTION 2. OBLIGATIONS OF DEVELOPER.
Developer agrees and promises that in order to qualify to receive and to continue to receive each
EDA Operation Grant for each grant year (as defined in this Reinstated Agreement), Developer
shall do or provide each of the following, all of which are material to this Reinstated EDA
Operation Grant Agreement:
A. Provide to the EDA and the City, prior to the execution of this Reinstated EDA
Operation Grant Agreement, and at any time after its execution, sufficient
documentation, as determined by the EDA and the City, establishing that Developer
has the right, authority, and financial ability to develop the Property as contemplated
by this Reinstated EDA Operation Grant Agreement.
B. Developer shall commence construction of the Project within ninety (90) Days after
Closing, as set forth in the Reinstated Purchase Agreement. Developer shall complete
construction of the Project no later than two years after Closing on the acquisition of
the Property, as set forth in the Reinstated Purchase Agreement. Time is of the
essence.
C. By conclusion of construction, Developer will have spent or caused to have been
spent at least $25,000,000.00 on the development of the Project (the "Minimum
Development Costs "). The aggregate sum of the Minimum Development Costs shall
include the cost of items shown on Exhibit B attached hereto and made a part hereof.
The EDA or the City may request, in writing, that Developer provide sufficient
documentation of the Minimum Development Costs and, if so, Developer shall
provide such documentation within 30 days of any such written request. The
Minimum Development Costs shall not include the GRTC Relocation Expenses
Payment or the Tenant Relocation Expenses as set forth in the Reinstated Purchase
Agreement.
D. Verification of the expenditures submitted by Developer shall be sufficient to allow
the EDA and the City to determine if Developer has met the expenditure requirements
of Exhibit A and, if requested, Exhibit B. If the information submitted by Developer
12546200 -1, 111055- 00001 -01)
3
for verification of the expenditures of either Exhibit A or B is not reasonably
sufficient to evidence such expenditures, either the EDA or the City may request
further documentation, which shall be provided by Developer within 30 days of
receipt of the request for further documentation. All of the documents or information
produced by Developer to verify such costs or expenditures shall be provided to the
City and the EDA without any cost or charge to either the City or the EDA.
E. Developer shall file all appropriate and applicable real estate taxes, other taxes, fees,
and other tax forms or notices with the City, ensure it has received assessments from
the City for all such taxes and fees, and Developer shall pay on time all such taxes
and fees to the City and not claim any exemptions from real estate taxes or other taxes
or fees for any periods of time for which EDA Operation Grant funds are requested.
F. Developer shall make all Grant requests as set forth in this Reinstated EDA Operation
Grant Agreement.
SECTION 3. EDA OPERATION GRANT.
Subject to the conditions as set forth in this Reinstated EDA Operation Grant Agreement, the
EDA will provide certain grant funds, limited to those funds which are received by the EDA
from the City, as set forth below, to Developer, in order to assist with development of the
Project, as follows:
A. For the purposes of this Reinstated EDA Operation Grant Agreement, a "grant year"
means July 1 through the following June 30 (for example, July 1, 2021 -June 30,
2022) which corresponds to the Fiscal Year of the City of Roanoke. The first grant
year pursuant to this Reinstated Agreement shall commence on the first July 1 after a
certificate of occupancy is issued to the Project.
B. Such Grants may be requested only until the Grant Cap is reached. All Grant requests
shall be submitted to the EDA between the period of September 1 and December 1,
for the preceding grant year or no Grant will be considered or given for that particular
grant year and there shall be no carryover of that grant year. The City will cooperate
with Developer by providing, upon written request from Developer, public
information relevant to tax revenue received from the Property and Project.
The amount of each EDA Operation Grant request shall only be for an amount equal to 50% of
the revenue amount actually received by the City during the preceding Grant Year, subject to the
limits set forth in this Reinstated EDA Operation Grant Agreement, that directly resulted from
the Property or the Project and that came from real estate taxes. Provided, however, any new or
existing local tax or increase in the rate of the aforementioned taxes for the purpose of dedicating
the incremental revenue, or any change in the amount currently dedicated, for a specific project
or purpose shall be excluded from and not counted in the amount of tax revenue resulting from
the Property or Project.
SECTION 4. DISTRIBUTION OF EDA OPERATION GRANT FUNDS.
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4
Following the end of each Grant Year, upon Developer's compliance with the obligations set
forth in this Reinstated EDA Operation Grant Agreement, Developer may request in writing that
the EDA obtain and provide the EDA Operation Grant funds mentioned above in accordance
with the terms of this Reinstated EDA Operation Grant Agreement. Such request must be
accompanied by sufficient documentation to establish to the reasonable satisfaction of the EDA
and the City Developer's compliance with the obligations set forth in this Reinstated EDA
Operation Grant Agreement. Upon receipt of such request, and approval by the EDA (approved
request), the EDA will forward the approved request to the City Manager and Director of
Economic Development. The written EDA Operation Grant request(s) from Developer to the
EDA will be on a form approved by the EDA's counsel, attached hereto as Exhibit C. The EDA
may disapprove any request not complying with the terms of this Reinstated Agreement or
require a revised request be submitted. Should the EDA disapprove an EDA Operation Grant
request or require that Developer submit a revised request, the EDA shall provide written notice
to Developer stating the basis for disapproval and any defect in the EDA Operation Grant request
and specifying the required additional information. Developer shall submit the revised or
resubmitted request within 30 days of receipt of such written notice. After the EDA approves a
request, the EDA will promptly make a written request to the City for the distribution to the EDA
of the City's appropriation of such funds. The EDA will forward approved Grant requests to the
City Manager as well as the Director of Economic Development. The City will process such
approved request within 45 days of receipt thereof, subject to such funds being appropriated.
The EDA will make any approved payment to Developer within 10 business days from the date
of receipt of the funds from the City, provided, however, the EDA has no liability in the event
the City delays processing the EDA's requisition. The EDA's obligations shall be limited to
those funds which the EDA shall receive from the City and shall not be a general obligation, but
a special obligation of the EDA. Furthermore, no EDA Operation Grant requests may be made
by Developer or will be considered by the EDA after the payment of the maximum EDA
Operation Grant amount to Developer.
SECTION 5. PAYMENT OF EDA'S FEES.
Developer shall pay all reasonable fees, costs, and expenses of EDA incurred by EDA in
connection with this Reinstated EDA Operation Grant Agreement, including any claims or
litigation of any type, together with the reasonable attorney's fees incurred by EDA, but as to this
approval of this Reinstated EDA Operation Grant Agreement such amount will not exceed
$5,000.00. Payment of such expenses and attorney's fees shall not be made from proceeds of the
EDA Operation Grant or any other EDA Grant. EDA will submit statements to Developer for
such items and Developer will pay such statements within 30 days after such receipt of the
invoice by Developer.
SECTION 6. REPORTS TO THE EDA AND THE CITY.
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5
During the term of this Reinstated EDA Operation Grant Agreement, Developer agrees to report
to and provide the EDA and the City on a semi - annual basis, on or before June 30 and December
31 of each year, sufficient information related to Developer's compliance with the conditions of
this Reinstated EDA Operation Grant Agreement and to provide appropriate documentation to
support such compliance. Developer also agrees to allow the EDA, the City, and /or its
representative to inspect, audit, copy, or examine any of Developer's books, documents, or other
relevant materials in connection therewith upon written request by the EDA or the City. All such
documents, information (including electronic data), or access shall be provided or made available
within 30 days of a written request from either the EDA or the City, at no cost to the EDA or the
City. However, any such audit or examination will not be more frequent than twice within a
calendar year.
SECTION 7. COMPLIANCE WITH LAWS.
Developer agrees to comply with all applicable federal, state, and local laws, rules, and
regulations in the performance of this Reinstated EDA Operation Grant Agreement, including,
but not limited to, obtaining timely paying, and maintaining a City business license.
SECTION 8. COOPERATION.
Each party agrees to cooperate with the other in a reasonable matter to carry out the intent and
purpose of this Reinstated EDA Operation Grant Agreement.
SECTION 9. SEVERABILITY.
If any term of this Reinstated EDA Operation Grant Agreement is found to be void or invalid,
such invalidity shall not affect the remaining terms of this Reinstated EDA Operation Grant
Agreement, which will continue in full force and effect. The parties intend the remaining
provisions of the Reinstated EDA Operation Grant Agreement be enforced to the fullest extent
permitted by applicable law.
SECTION 10. AUTHORITY TO SIGN.
The persons who have executed this Reinstated EDA Operation Grant Agreement on behalf of
the parties represent and warrant they are duly authorized to execute this Reinstated EDA
Operation Grant Agreement on behalf of their respective entities.
SECTION 11. COUNTERPART COPIES.
This Reinstated EDA Operation Grant Agreement may be executed in any number of counterpart
copies, each of which shall be deemed an original, but all of which together shall constitute a
single instrument.
SECTION 12. SUCCESSORS.
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6
The terms, conditions, provisions, and undertakings of this Reinstated EDA Operation Grant
Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their
respective successors and permitted assigns.
SECTION 13. NONDISCRIMINATION.
During the performance or term of this Reinstated EDA Operation Grant Agreement, Developer
agrees as follows:
A. Developer will not discriminate against any employee or applicant for
employment because of race, religion, color, sex, national origin, age, disability,
or any other basis prohibited by state law relating to discrimination in
employment, except where there is a bona fide occupational qualification
reasonably necessary to the normal operation of the Developer. Developer agrees
to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
B. Developer in all solicitations or advertisements for employees placed by or on
behalf of Developer will state Developer is an equal opportunity employer.
C. Notices, advertisements, and solicitations placed in accordance with federal law,
rule, or regulation shall be deemed sufficient for the purpose of meeting the
requirements of this section.
SECTION 14. ASSIGNMENT.
Developer shall not assign or transfer any part of this Reinstated EDA Operation Grant
Agreement to any party without the prior written consent of the City which the City may grant or
withhold in its sole discretion. A change in the membership ownership of Developer shall not
constitute an assignment provided that the controlling equity interest in the Developer remains to
be held by Lucas Thornton.
SECTION 15. INDEMNITY.
Developer agrees to indemnify and hold harmless the EDA, the City, and their officers, directors,
and employees free and harmless for and from any and all claims, causes of action, damages, or
any liability of any type, including reasonable attorney's fees, on account of any claims by or any
injury or damage to any persons or property growing out of or directly or indirectly resulting or
arising in any way out of any actions, omissions, or activities of Developer or its agents,
employees, or representatives arising out of or connected in any way to any of the matters
involved in this Reinstated EDA Operation Grant Agreement or any performance thereunder,
except to the extent caused by the sole actions, omissions, or activities of the City, the EDA, or
their agents or employees.
{2546200 - 1,111055- 00001 -01}
7
SECTION 16. OPPORTUNITY TO CURE.
Except for the requirements contained in Section 2 above, Developer shall not be deemed to have
failed to perform or discharge any of Developer's duties or obligations in the other sections of
this Reinstated Agreement until such time as Developer receives written notice thereof and an
opportunity to cure within thirty (30) days after written notice thereof, which notice shall specify
the failure, or, if the failure is of such nature that it could not reasonably be cured within such
thirty (30) day period and Developer does, within said thirty (30) day period, commences to cure
such failure and thereafter proceed, with due diligence, to cure it as soon as is reasonably
practicable under the circumstances, but in no event shall any such cure period be longer than a
total of 60 days from the date of such notice.
SECTION 17. FORUM SELECTION AND CHOICE OF LAW.
This Reinstated EDA Operation Grant Agreement shall be governed, interpreted, and construed
under the substantive laws of the Commonwealth of Virginia, and any cause of action regarding
the rights and duties of the parties must be brought in the Circuit Court or General District Court
for the City of Roanoke, Virginia. This Reinstated EDA Operation Grant Agreement is not
subject to the conflict of laws provisions of the Commonwealth of Virginia, and all claims,
disputes, and other matters shall be decided only by such court according to the laws of the
Commonwealth of Virginia as aforesaid. The parties further waive and agree not to assert in any
such action, suit, or proceeding, that such party is not personally subject to the jurisdiction of
such courts, that the action, suit, or proceeding, is brought in an inconvenient forum or that the
venue of the action, suit, or proceeding is improper.
SECTION 18. NONWAIVER.
Each party agrees any party's waiver or failure to enforce or require performance of any term or
condition of this Reinstated EDA Operation Grant Agreement or any party's waiver of any
breach of this Reinstated EDA Operation Grant Agreement by any other party extends to that
instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or
conditions of this Reinstated EDA Operation Grant Agreement or a waiver of any other breaches
of the Reinstated 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 Reinstated EDA
Operation Grant Agreement and does not bar the non - defaulting party from asserting any and all
rights and /or remedies it has or might have against the defaulting party under this Reinstated
Agreement or by law.
SECTION 19. CAPTIONS AND HEADINGS.
The section captions and headings are for convenience and reference purposes and shall not
affect in any way the meaning or interpretation of this Reinstated EDA Operation Grant
Agreement.
{2546200 - 1,111055 - 00001 -01}
8
SECTION 20. APPROPRIATION OF FUNDS.
All obligations or funding undertaken by the City or the EDA in connection with this Reinstated
EDA Operation Grant Agreement are subject to availability of funds and the appropriation of
such funds by City Council as may be necessary for such obligations or funding. If any such
funding is not provided, withdrawn, or otherwise not made available for this Reinstated EDA
Operation Grant Agreement, with the result that the City is unable to perform its obligations
hereunder, the City shall give written notice to Developer of such unavailability of funding.
SECTION 21. PERFORMANCE.
If Developer fails to comply with any of Developer's material obligations under this Reinstated
EDA Operation Grant Agreement, and which are not cured as may be allowed by this Reinstated
EDA Operation Grant Agreement, as determined by the City in the City's reasonable discretion,
Developer will not be entitled to be eligible for and /or receive and /or continue to be eligible for
and /or receive any such EDA Operation Grants funds as referred to above or in this Reinstated
EDA Operation Grant Agreement.
SECTION 22. NOTICES.
All notices hereunder must be in writing and shall be deemed validly given if sent by certified
mail, return receipt requested or by a nationally recognized overnight courier, addressed as
follows (or any other address the party to be notified may have designated to the sender by like
notice):
If to City, to: City of Roanoke, City Manager
364 Noel C. Taylor Municipal Building
215 Church Avenue, SW
Roanoke, Virginia 24011
Fax No. 540 -853 -1138
With a copy to: City of Roanoke, Economic Development Director
117 Church Avenue, SW
Roanoke, Virginia 24011
Fax No. 540- 853 -1213
And, a copy to: City of Roanoke, City Attorney
464 Noel C. Taylor Municipal Building
215 Church Avenue, SW
Roanoke, Virginia 24011
Fax No. 540- 853 -1221
If to EDA, to: Chair, Economic Development Authority
of the City of Roanoke, Virginia
c/o Harwell M. Darby, Jr., Esquire
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9
Glenn, Feldmann, Darby & Goodlatte
210 First Street, SW, Suite 200
Roanoke, Virginia 24011
Fax No. 540- 224 -8050
If to Developer, to: Rutherfoord 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 upon the date of personal service, two days after deposit in the
United States mail, or the day after delivery to a nationally recognized overnight courier.
SECTION 23. FAITH BASED ORGANIZATIONS.
Pursuant to Virginia Code Section 2.2-4343. 1 be advised the City does not discriminate against
faith -based organizations.
SECTION 24. FORCE MAJEURE.
A delay in, or failure of, performance by any party, shall not constitute a default, nor shall
Developer, the City, or EDA be held liable for loss or damage, or be in breach of this Reinstated
EDA Operation Grant Agreement, if and to the extent that such delay, failure, loss, or damage is
caused by an occurrence beyond the reasonable control of such party, and its agents, employees,
contractors, subcontractors, and consultants, including results from Acts of God or the public
enemy, compliance with any order or request of any governmental authority or person authorized
to act therefore, acts of declared or undeclared war, public disorders, rebellion, sabotage,
revolution, earthquake, floods, riots, strikes, labor or equipment difficulties, delays in
transportation, inability of party to obtain necessary materials or equipment or permits due to
existing or future laws, rules or regulations of governmental authorities or any other causes,
whether direct or indirect, and which by the exercise of reasonable diligence said party is unable
to prevent. For purposes of this Reinstated EDA Operation Grant Agreement any one delay
caused by any such occurrence shall not be deemed to last longer than 6 months and the party
claiming delay caused by any and all such occurrences shall give the other parties written notice
of the same within 30 days after the date such claiming party learns of or reasonably should have
known of such occurrence. Notwithstanding anything else set forth above, after a total of 9
months of delays of any type have been claimed by a party as being subject to force majeure, no
further delays or claims of any type shall be claimed by such party as being subject to force
majeure and /or being an excusable delay.
12546200 -1, 111055-00001-01)
10
{2546200- (,111055- 00001 -01)
11
SECTION 25. COMPLIANCE WITH STATE LAW FOREIGN AND DOMESTIC
BUSINESSES AUTHORIZED TO TRANSACT BUSINESS IN THE
COMMONWEALTH OF VIRGINIA.
Developer shall comply with the provisions of Virginia Code Section 2.2- 4311.2, as amended,
which provides that a contractor organized as a stock or nonstock corporation, limited liability
company, business trust, or limited partnership or registered as a registered limited liability
partnership shall be authorized to transact business in the Commonwealth as a domestic or
foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law.
Developer shall not allow its existence to lapse or its certificate of authority or registration to
transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked
or cancelled at any time during the term of the contract or agreement. The City or EDA may
void this Reinstated EDA Operation Grant Agreement if Developer fails to remain in compliance
with the provisions of this section. However, the City and EDA agree that Developer may cure
this matter 30 days after notice.
SECTION 26. DRAFTING OF THE REINSTATED EDA OPERATION GRANT
AGREEMENT.
The provisions of this Reinstated EDA Operation Grant Agreement shall not be construed in
favor of or against either party, but shall be construed according to their fair meaning as if all
parties jointly prepared this Reinstated EDA Operation Grant Agreement.
SECTION 27. RETENTION OF REPORTS TO EDA AND THE CITY.
The City, EDA, and Developer shall maintain all books, records, and other documents relating to
this Reinstated EDA Operation Grant Agreement for a period of five (5) years after the end of
each fiscal year included in this Reinstated EDA Operation Grant Agreement. The City, EDA,
and Developer, and their authorized employees, agents, and /or representatives, shall have
reasonable access to and the right to examine, copy, and /or audit any of such materials of the
other parties during the term of this Reinstated EDA Operation Grant Agreement and /or
retention period in connection with this Reinstated EDA Operation Grant Agreement.
SECTION 28. ENTIRE AGREEMENT.
This Reinstated EDA Operation Grant Agreement, together with any exhibits or attachments,
constitutes the entire agreement of the parties and supersedes all prior agreements between the
parties. No amendment to this Reinstated Agreement shall be valid unless made in writing and
signed by the appropriate parties.
(SIGNATURE PAGE TO FOLLOW)
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12
IN WITNESS WHEREOF, the parties have executed this Reinstated EDA Operation Grant
Agreement by their authorized representatives.
WITNESS: CITY OF ROANOKE, VIRGINIA
(SEAL)
WITNESS:
Printed Name and Title
WITNESS:
Matthew Fink, Secretary /Treasurer
Approved as to form
City Attorney
Date:
Approved as to form
EDA Counsel
Date:
By:
Robert S. Cowell, Jr., City Manager
RUTHERFOORD PARTNERS, LLC
Bv:
Lucas Thornton, Manager /Member
ECONOMIC DEVELOPMENT
AUTHORITY OF THE CITY OF
ROANOKE, VIRGINIA
Bv:
Linda D. Frith, Chair
Approved as to execution
City Attorney
Date:
Approved as to execution
EDA Counsel
Date:
Appropriation and funds required for this
Agreement are subject to future appropriation.
Director of Finance
Date Acct#
{2546200 -1, 111055-00001-01)
13
Authorized by Ordinance
No.
Hist:Re acknowledges the Assignment made to Developer was made with recourse and Hist:Re
shall not be released or relieved from any of the covenants or undertakings of Developer
contained in the First Reinstated Performance Agreement Regarding Operation Period Economic
Development Grant between the City, Developer, and EDA dated March , 2020 and shall
remain liable for the Reinstated EDA Operation Grant Agreement during the entire term thereof.
WITNESS:
Name and Title
(SEAL)
{2546200-1, 111055-00001-011
14
HIST:RE PARTNERS, LLC
Bv:
Lucas Thornton, Manager /Member
Exhibit A to Reinstated Performance Agreement Regarding Operation Period Economic
Development Grant Among City of Roanoke, Virginia; Economic Development Authority of
the City of Roanoke; and Rutherfoord Partners, LLC, dated 92020
Hift:
PARTNERS LLC
Exhibit A - Projected Development Budget
Campbell Court Renovation
105 Mixed -Use Development
60,000SF Commercial
Square Footage Summary
GSF NSF
160,180 144,162
COST CATEGORY
Cost
$ GSF
% Whole
SITE ACQUISITION
Land Cost
$2,500,000
$15.61
7%
Allocated Closing Costs
$0
$0.00
0%
Total Site Acquisition Costs
$2,500,000
$15.61
7%
HARD COSTS
Site Development
$1,500,000
$9.36
4%
Off Site Construction
$500,000
-
Base Building Construction
$22,743,076
$141.98
61%
Tenant Improvements
$1,800,000
$11.24
5%
General Conditions
$1,475,249
$9.21
4%
GC Fee
$1,667,381
$10.41
4%
Total Hard Costs
$29,685,707
$182.21
78%
SOFT COSTS
Architectural and engineering fees
51,330,000
$8.30
4%
Carrying Expense
$185,000
$1.15
0%
Municipal Expense
$466,500
$2.91
1%
Financing Expense
5830,000
$5.18
2%
Construction Interest
$800,000
$4.99
201b
Developer Contingency
$1,500,000
$9.36
4%
$5,111,500
531.91
14%
TOTAL DEVELOPMENT USES
$37,297,207
$229.72
100%
Exhibit B to Reinstated Performance Agreement Regarding Operation Period Economic
Development Grant Among City of Roanoke, Virginia; Economic Development Authority of
12546200-1, 1 1 1 05 5- 00001 -01 }
the City of Roanoke; and Rutherfoord Partners, LLC, dated
2020.
His`:
PARTNERS LLC
Exhibit A - Projected Development Budget
Campbell Court Renovation
105 Mixed -Use Development
60,000SF Commercial
Square Footage Summary
GSF NSF
160,180 144,162
COST CATEGORY
Cost
$ GSF
% Whole
SITE ACQUISITION
Land Cost
$2,500,000
$15.61
7%
Allocated Closing Costs
$0
$0.00
0%
'total Site Acquisition Costs
$2,500,000
$15.61
7%
HARD COSTS
Site Development
$1,500,000
$9.36
4%
Off Site Construction
$500,000
-
-
Base Building Construction
$22,743,076
$141.98
61%
Tenant Improvements
$1,800,000
$11.24
5%
General Conditions
$1,475,249
$9.21
4%
GC Fee
$1,667,381
$10.41
4%
Total Hard Costs
$29,685,707
$182.21
78%
SOFT COSTS
Architectural and engineering fees
$1,330,000
$8.30
4%
Carrying Expense
$185,000
$1.15
0%
Municipal Expense
$466,500
$2.91
10/0
Financing Expense
$830,000
$518
2%
Constriction Interest
$800,000
$4.99
2%
Developer Contingency
$1,500,000
$9.36
4%
$5,111,500
$31.91
14%
TOTAL DEVELOPMENT USES
$37,297,207
$229.72
100%
12546200 -1, 111055-00001-011
Exhibit C to Reinstated Performance Agreement Regarding Operation Period Economic
Development Grant among the City of Roanoke, Virginia
Rutherfoord Partners, LLC, and the Economic Development Authority of the City of
Roanoke, Virginia
EDA Operation Grant Request Form
This EDA Operation Grant Request is submitted pursuant to a certain Reinstated Performance
Agreement Regarding Operation Period Economic Development Grant dated , 2019, (the
"Reinstated EDA Operation Grant Agreement "), by and among the City of Roanoke, Virginia,
( "City "), Rutherfoord Partners, LLC, ( "Developer "), and the Economic Development Authority of
the City of Roanoke, Virginia, (`EDA "). Terms defined herein shall have the same meanings
ascribed to such terms in the Reinstated EDA Operation Grant Agreement.
The Reinstated EDA Operation Grant Agreement provides that Developer shall perform and comply
with certain obligations as set forth in the Reinstated EDA Operation Grant Agreement in order to
qualify to receive and to continue to receive an EDA Operation Grant for each Grant Year as set
forth in such Reinstated EDA Operation Grant Agreement. Upon compliance with the provisions of
the Reinstated EDA Operation Grant Agreement, Developer may make a request to the EDA for an
EDA Operation Grant in accordance with the procedures set forth in the Reinstated EDA Operation
Grant Agreement and subject to the terms and limitations on the amount of such Grant as further set
forth in the Reinstated EDA Operation Grant Agreement. Furthermore, Developer must supply
sufficient documentation as required by the Reinstated EDA Operation Grant Agreement in order to
document Developer's request and Developer's compliance with the Reinstated EDA Operation
Grant Agreement. Each Grant Year is to be considered separately for compliance with the
requirements for an EDA Operation Grant Request.
Developer warrants and represents that it has complied with all the terms and conditions of the
Reinstated EDA Operation Grant Agreement necessary for Developer to obtain EDA Operation
Grant Funds from the EDA, including, but not limited to, the applicable provisions of Section 2 of
the Reinstated EDA Operation Grant Agreement.
Attached to this EDA Operation Grant Request form is the information Developer represents as
being sufficient to demonstrate that the City has been paid and has actually received the sum of
$ from the applicable revenue sources referred to in the Reinstated EDA
Operation Grant Agreement from the Project for the prior Grant Year of July 1, , through
June 30. , Accordingly, Developer hereby requests from the EDA an EDA Operation Grant,
as provided for in the Reinstated EDA Operation Grant Agreement, in the amount of $ ,
which is an amount that is allowed by the terms of such Reinstated EDA Operation Grant
Agreement and which is supported by the attached documentation as Attachment A to this EDA
Operation Grant Request.
Amounts previously paid by the EDA to Developer in EDA Operation Grants total $
Since the maximum amount of all EDA Operation Grants that may be requested and /or provided for
under the Reinstated EDA Operation Grant Agreement is $1,500,000.00(US), the total remaining
amount that Developer may request by future EDA Operation Grant Requests is
(2546200-1, 111055-00001-011
In the event of a conflict or difference between the terms of the Reinstated EDA Operation Grant
Agreement and those contained in this EDA Operation Grant Request form, the terms and
provisions of the Reinstated EDA Operation Grant Agreement shall control.
Developer respectfully requests that the EDA process this EDA Operation Grant Request through
the City and send copies to the City Manager and the City's Economic Development Administrator,
in accordance with the provisions of the Reinstated EDA Operation Grant Agreement.
This EDA Operation Grant Request is dated
WITNESS:
Printed Name and Title
Rutherfoord Partners, LLC
IM
Printed Name and Title
Exhibit A to Reinstated EDA Operation Grant Request
Supporting Documentation
12S46200-1, 111055-00001-011
CECELIA F. MCCOY, C.NiC
City Clerk
Michael L. Hamlar
Hamlar Properties, LLC
P. O. Box 3336
Roanoke, Virginia 24015
Dear Mr. Hamlar:
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: clerks roanokexa.gov
March 17, 2020
CECELIA T. WEBB, CJIC
Assistant Deputy City Clerk
I am enclosing copy of Ordinance No. 41701 - 031620 permanently vacating, discontinuing
and closing a public right -of -way in the City of Roanoke located between
Fairfax Avenue, N. W., and Moorman Avenue, N. W., and adjacent to Official Tax Map Nos.
2110201, 2110202, 2110203, 2110204, 2110213; and perpendicular to 10th Street, N. W.,
and adjacent to Official Tax Map Nos. 2110209, 2110213, 2110214, 2110215, 2110216,
and 2110217, as more particularly described hereinafter.
Paragraph 8 states that the applicant shall submit to the Subdivision Agent, receive all
required approvals of, and record with the Clerk of the Circuit Court for the City of Roanoke,
a subdivision plat, with such plat combining all properties which would otherwise dispose of
the land within the right -of -way to be vacated in a manner consistent with law, and retaining
appropriate easements, together with the right of ingress and egress over the same, for the
installation and maintenance of any and all existing utilities that may be located within the
right -of -way. The final plat shall include details as to the agreed -upon deeded access for
Official Tax Map Nos. 2110215 and 2110217, and be signed by all adjoining property
owners who are receiving said easements.
Furthermore, Paragraph 9 states that prior to receiving all required approvals of the
subdivision plat referenced in the previous paragraph, the applicant shall give to the
Treasurer for the City of Roanoke a certified check or cash in the amount of seven
thousand, one hundred twenty dollars ($7,120.00) or offset the valuation with improvements
made within the public right of way that are approved by the Agent for the Planning
Commission as consideration pursuant to Section 15.2 -2008, Code of Virginia
(1950), as amended, for the vacated right -of -way.
The applicant shall, upon a certified copy of Ordinance No. 41701 - 031620 being recorded
by the Clerk of the Circuit Court of the City of Roanoke, Virginia, where deeds are recorded
in such Clerk's Office, file with the City Engineer for the City of Roanoke, Virginia, the
Clerk's receipt, demonstrating that such recordation has occurred.
Michael L. Hamlar
March 17, 2020
Page 2
Lastly, if all of the above conditions have not been met within a period of one year from the
date of the adoption of this ordinance, then such ordinance will be null and void with no
further action by City Council being necessary, unless extended by the Agent for the
Planning Commission for an additional six (6) months prior to the end of the one year
period.
The abovereferenced measure was adopted by the Council of the City of Roanoke at a
regular meeting held on Monday, March 16, 2020, and is in full force and effect upon its
passage.
Sincerely,
Cecelia F. McCoy, CMC
City Clerk
Enclosure
PC: Byron L. Hamlar, 1002 Moorman Avenue, N. W., Roanoke, Virginia 24016
Dr. Carl Bentley, 1001 Fairfax Avenue, Roanoke, Virginia 24016
Anthony E. Keaton, 1544 Deborah Lane, Salem, Virginia 24153
Hamlar Properties, LLC, 3151 Rutrough Road, S. E., Roanoke, Virginia 24014
Tel Homes, LLC, 151 Larkspur Lane, Locust Grove, Virginia 22508
Alvin J. Everett, 931 Fairfax Avenue, N. W., Roanoke, Virginia 24016
AAC Auto Service, LLC, 932 Moorman Avenue, N. W., Roanoke, Virginia 24016
Stuart and Ruby Debondt, 1022 Fairfax Avenue, N. W., Roanoke, Virginia 24016
Michael D. Avery, 604 10th Street, N. W., Roanoke, Virginia 24016
Mission of Mt. Olives Church of God, 1015 Moorman Avenue, N. W., Roanoke,
Virginia 24016
Leonard and Leigh Ann Covington, 4306 Siden Circle, N. W., Roanoke, Virginia
24017
The Honorable Brenda Hamilton, Circuit Court Clerk
Robert S. Cowell, Jr., City Manager
R. Brian Townsend, Assistant City Manager
Chris Chittum, Director of Planning Building and Development
Daniel J. Callaghan, City Attorney
Timothy Spencer, Senior Assistant City Attorney
Ian D. Shaw, Planning Commission Agent
Tina Carr, Secretary, City Planning Commission
Susan Lower, Director of Real Estate Evaluation
Luke Pugh, City Engineer
Katharine Gray, City Planner
PUBLIC RIGHT OF WAY LOCATED ADJACENT TO
OFFICIAL TAX MAP NOS. 2110201, 2110202, 2110203,
2110204, 2110209, 2110213, 2110214, 2110215, 2110216, and 2110217
PROPERTY OWNER: CITY OF ROANOKE
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41701 - 031620.
AN ORDINANCE permanently vacating, discontinuing and closing a public
right -of -way in the City of Roanoke located between Fairfax Avenue, N.W., and
Moorman Avenue, N.W., and adjacent to Official Tax Map Nos. 2110201, 2110202,
2110203, 2110204, 2110213; and perpendicular to 10th Street, N.W., and adjacent to
Official Tax Map Nos. 2110209, 2110213, 2110214, 2110215, 2110216, and 2110217, as
more particularly described hereinafter; and dispensing with the second reading of this
ordinance by title.
WHEREAS, Michael L. Hamlar, on behalf of Hamlar Properties, LLC, filed an
application with the Council of the City of Roanoke, Virginia ( "City Council "), in
accordance with law, requesting City Council to permanently vacate, discontinue and
close a certain public right -of -way described hereinafter;
WHEREAS, the City Planning Commission, after giving proper notice to all
concerned as required by §30 -14, Code of the City of Roanoke (1979), as amended, and
after having conducted a public hearing on the matter, has made its recommendation to
Council;
WHEREAS, a public hearing was held on such application by City Council on
March 16, 2020, after due and timely notice thereof as required by §30 -14, Code of the
City of Roanoke (1979), as amended, at which hearing all parties in interest and citizens
were afforded an opportunity to be heard on such application;
WHEREAS, it appearing from the foregoing that the land proprietors affected by
the requested closing of the subject public right -of -way have been properly notified; and
WHEREAS, from all of the foregoing, City Council considers that no
inconvenience will result to any individual or to the public from permanently vacating,
discontinuing and closing such public right -of -way.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke,
Virginia, that the public right -of -way situated in the City of Roanoke, Virginia, and more
particularly described as follows:
Two adjoining alleys that run from Fairfax Avenue, NW, to Moorman Avenue,
NW, and from 10th Street, NW, to Fairfax Avenue, NW,
be, and is hereby permanently vacated, discontinued and closed, and that all right and
interest of the public in and to the same be, and hereby is, released insofar as City
Council is empowered so to do with respect to the closed portion of the right -of -way,
reserving however, to the City of Roanoke and any utility company or public authority,
including, specifically, without limitation, providers to or for the public of cable
television, electricity, natural gas, telephone service, or stormwater, an easement for
sanitary sewer and water mains, television cable, electric wires, gas lines, telephone lines,
stormwater facilities, and related facilities that may now be located in or across such
public right -of -way, together with the right of ingress and egress for the maintenance or
replacement of such lines, mains or utilities, such right to include the right to remove,
without the payment of compensation or damages of any kind to the owner, any
landscaping, fences, shrubbery, structure or any other encroachments on or over the
easement which impede access for maintenance or replacement purposes at the time such
work is undertaken; such easement or easements to terminate upon the later abandonment
14
of use or permanent removal from the above - described public right -of -way of any such
municipal installation or other utility or facility by the owner thereof.
BE IT FURTHER ORDAINED that the applicant shall submit to the Subdivision
Agent, receive all required approvals of, and record with the Clerk of the Circuit Court
for the City of Roanoke, a subdivision plat, with such plat combining all properties which
would otherwise dispose of the land within the right -of -way to be vacated in a manner
consistent with law, and retaining appropriate easements, together with the right of
ingress and egress over the same, for the installation and maintenance of any and all
existing utilities that may be located within the right -of -way. The final plat shall include
details as to the agreed -upon deeded access for Official Tax Map Nos. 2110215 and
2110217, and be signed by all adjoining property owners who are receiving said
easements.
BE IT FURTHER ORDAINED that prior to receiving all required approvals of
the subdivision plat referenced in the previous paragraph, the applicant shall give to the
Treasurer for the City of Roanoke a certified check or cash in the amount of seven
thousand, one hundred twenty dollars ($7,120) or offset the valuation with improvements
made within the public right of way that are approved by the Agent for the Planning
Commission as consideration pursuant to § 15.2 -2008, Code of Virginia
(1950), as amended, for the vacated right -of -way.
BE IT FURTHER ORDAINED that the applicant shall, upon meeting all other
conditions to the granting of the application, deliver to the Clerk of the Circuit Court of
the City of Roanoke, Virginia, a certified copy of this ordinance for recordation where
3
deeds are recorded in such Clerk's Office, indexing the same in the name of the
City of Roanoke, Virginia, as Grantor, and in the name of the applicant, and the names of
any other parties in interest who may so request, as Grantees, and pay such fees and
charges as are required by the Clerk to effect such recordation.
BE IT FURTHER ORDAINED that the applicant shall, upon recording a certified
copy of this ordinance with the Clerk of the Circuit Court of the City of Roanoke,
Virginia, where deeds are recorded in such Clerk's Office, file with the City Engineer for
the City of Roanoke, Virginia, the Clerk's receipt, demonstrating that such recordation
has occurred.
BE IT FURTHER ORDAINED that if the above conditions have not been met
within a period of one year from the date of the adoption of this ordinance, then such
ordinance will be null and void with no further action by City Council being necessary,
unless extended by the Agent for the Planning Commission for an additional six (6)
months prior to the end of the one year period.
BE IT FINALLY ORDAINED that pursuant to the provisions of § 12 of the City
Charter, the second reading of this ordinance by title is hereby dispensed with.
ATTEST:
cll",d� J. Mel
City Clerk.
Vacate - 1002 Moorman Ave.doc 4
CITY COUNCIL AGENDA REPORT
r
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Application by Hamlar Properties, LLC, to vacate two adjoining
alleys that run from Fairfax Avenue NW to Moorman Avenue NW
and from 10th Street NW to Fairfax Avenue NW.
Recommendation
The Planning Commission held a public hearing on Monday, March 9, 2020. By
a vote of 5 -0, with Commissioners Atwood and Katz absent, the Commission
recommended approval of the vacation of the two adjoining alleys as requested,
contingent upon the following conditions:
1. The applicant shall submit a subdivision plat to the Agent for the
Planning Commission, receive all required approvals of, and record the
plat with the Clerk of the Circuit Court for the City of Roanoke. Such plat
shall combine all properties which would otherwise dispose of the land
within the right -of -way to be vacated in a manner consistent with law, and
retain appropriate easements for the installation and maintenance of any
and all existing utilities that may be located within the right -of -way,
including the right of ingress and egress. The final plat shall include
details as to the agreed -upon deeded access and be signed by all
adjoining property owners who are receiving said easements.
2. Prior to receiving all required approvals of the subdivision plat referenced
in the previous paragraph, the applicant shall, as consideration pursuant
to §1 5.2 -2008, Code of Virginia (1950), as amended, for the vacated
right -of -way, either give to the Treasurer for the City of Roanoke a
certified check or cash in the amount of $7,120 or offset the valuation
with improvements made within the public right of way that are approved
by the Agent for the Planning Commission.
3. Upon meeting all conditions to the granting of the application, the
applicant shall deliver a certified copy of this ordinance for recordation to
the Clerk of the Circuit Court of Roanoke, Virginia, indexing the same in
the name of the City of Roanoke, Virginia, as Grantor, and in the name of
the petitioner, and the names of any other parties in interest who may so
request, as Grantees. The applicant shall pay such fees and charges as
are required by the Clerk to effect such recordation.
4. Upon recording a certified copy of this ordinance with the Clerk of the
Circuit Court of the City of Roanoke, Virginia, the applicant shall file with
the Engineer for the City of Roanoke, Virginia, the Clerk's receipt,
demonstrating that such recordation has occurred.
5. If the above conditions have not been met within a period of twelve (12)
months from the date of the adoption of this ordinance, then such
ordinance will be null and void with no further action by City Council
being necessary, unless extended by the Agent for the Planning
Commission for an additional six (6) months prior to the end of the
twelve (12) month period.
Application Information:
Request:
Vacation of two adjoining alleys adjacent to Hamlar
Curtis Funeral Home
Applicant:
Michael L. Hamlar, Hamlar Properties, LLC
Owner:
Hamlar Properties, LLC
City Staff Person:
Wayne Leftwich, Senior City Planner
Official Tax Nos.:
Two adjoining alleys that run from Fairfax Avenue NW
to Moorman Avenue NW and from 10th Street NW to
Fairfax Avenue NW
Site Area:
6,414 square feet
Relevant Plans:
Gilmer Neighborhood Plan
Filing Date:
Original Application: September 30, 2019
Amended Application No. 1: October 18, 2019
Background:
Hamlar- Curtis Funeral Home was established on February 3, 1952, as a
partnership between Lawrence H. Hamlar and Harry C. Curtis, .Jr. Hamlar- Curtis
has built a reputation on quality, professional service, and compassionate
support. They have been a proud member of the Gilmer community since 1952.
Currently the two alleys border the funeral home property and one of the alleys
bisects the parking lot for the funeral home. The alley running north from
Fairfax Avenue NW to Moorman Avenue NW runs directly through the parking
lot and serves as the boundary between Commercial Neighborhood (CN) zoned
property along 1 It' Street NW to the west and Commercial General (CG) to the
northeast where the funeral home building is located and Residential Mixed
Density (RM -1) to the southeast where there are still tow remaining residential
structures. The second alleyway extends from the first alley and travels east to
connect with 1011 Street NW running alongside the funeral home property to the
north and separating the commercial use from the residential properties to the
south of this alley. This alley does not extend west to 11 th Street NW, but the
2
existing parking lot along 1 1 th Street NW allows traffic to traverse across the
property and connect with the alley and continue to 1011 Street NW.
Proposed Use /Development:
The funeral home has had concerns over traffic speeding through their parking
lot and the existing alley. The funeral home has purchased a majority of the
properties on the block and aspire to use those properties and the vacated
alleys to help support and possibly expand their business.
Considerations:
The primary consideration in assessing the vacation of a public right -of -way is
assessing inconvenience that the vacation may create. That is impact to
immediate property owners /public access and broader community impact as
reflected in policy from the city's comprehensive plan.
Impact to Public Access - Inconvenience to Surrounding Properties:
The street vacation will affect some movement of vehicles, as cars often drive
between 1 1 th and l 01h Streets NW. However the parking lot along 1 1 th Street NW
is not part of the public right of way and so cars currently traversing this route
are already driving on private property, albeit a parking lot. There seems to be
less practical need for the alley running north from Fairfax Avenue NW to
Moorman Avenue NW. In either case the block is small and the surrounding
streets seem to provide adequate accessibility.
While the vacation would not impact overall vehicular circulation in the area, the
remaining residential property owners on Fairfax Avenue NW have expressed a
desire to maintain their access to the rear of the property through the alley.
Both property owners have commented that they use the alley to access the rear
of their properties. The alleys are not used for access to parking or solid waste
pickup.
Consistency with Comprehensive Plan:
Vision 2001 -2020 supports growth in commercial development in appropriate
areas, the vacation of the alleyways may support and provide room for expansion
of the Hamlar- Curtis Funeral Home. However, the southeastern portion of the
block is zoned RM -1, Residential Mixed Use and commercial uses would not be
appropriate in this district.
The Gilmer Neighborhood Plan identifies the Hamlar- Curtis Funeral Home as a
community center and proud member of the Gilmer community since 1952. The
plan highlights the current scattering of business mixed with residential structures
in the neighborhood in a way that detracts from both, and encourages a better
defined commercial area along 11 th Street NW, designating it as the commercial
3
core of the neighborhood. The vacation of these alleys could help support
economic development along the 1 1 Th Street NW corridor /village center.
The alleyways split the block into three sections with different land uses, zoning,
and future land uses. The Gilmer Neighborhood Plan calls for the future land use
along 11 `h Street NW, west of the alley running from Fairfax Avenue NW to
Moorman Avenue NW, to be Neighborhood Commercial and it is currently zoned
as such (CN). The area along Moorman Road NW, north of the alley extending
from 1 It' Street NW towards 10`h Street NW, is identified as Neighborhood
Commercial and currently zoned General Commercial (CG). The area along Fairfax
Avenue NW and southeast of the alleys in question is called out as Single and two -
family residential mix in the Future Land Use of the plan and is currently zoned
Residential Mixed Density (RM -1). The neighborhood plan seeks both to
encourage commercial growth along 11 `h Street NW and ensure that new
development will be designed to enhance existing land uses. The block split by
these alleyways is a transitional area with a mix of uses that transition from the
village center back towards the neighborhood.
Policy /Action Plan Applicability to matter
ED P6. Commercial Development.
Comprehensive
The vacation will facilitate
Roanoke will encourage commercial
Plan', pg. 59
the expansion of the
development in appropriate areas (i.e.,
Hamlar- Curtis Funeral
key intersections and centers) of
Home, a community
Roanoke to serve the needs of citizens
business since 1952.
and visitors.
However, a portion of this
block is zoned RM -1 and not
appropriate for commercial
development.
Village centers will be established
Gilmer
The alleyways are located
within the 1 1 th Street and 51h Street
Neighborhood
between 10`h and 11 [h
corridors as an economic
Plant, pg.40
Streets NW and their
development strategy to strengthen
vacation could support
the neighborhood and the City's
economic development that
economy.
would serve the 11 th Street
corridor.
Where there is a mix of residential and
Gilmer
The block bisected by these
business uses, new development will
Neighborhood
alleys is further separated
be designed to enhance existing land
Plan, pg.40
by land use, zoning, and
uses.
future land use. The
commercial uses on this
block should appropriately
transition into the
residential area.
' Vision 2001 -2020, City of Roanoke, 2001
2 Gilmer Neighborhood Plan, City of Roanoke, 2004
C!
Public Utilities:
Cox Cable approved the alley closure with no comments.
Western Virginia Water Authority approved the vacation commenting that there
appears to be no impact to WVWA or any private utilities.
No comments were received from Roanoke Gas, Verizon, and Appalachian
Power Company.
Planning Commission Work Session:
The Planning Commission had questions about the use of the alley for solid
waste and by the remaining two residential properties.
Public Comments:
Staff received a comment just before the Planning Commission hearing on
January 13, 2020, regarding 1011 Fairfax Avenue NW, which is a residence
adjacent to the alley. Tonya Lucas, representing Tel Homes, LLC, commented
that her business had invested money in the property and was opposed to the
vacation because she did not want to lose access to the rear of the property.
Planning Commission January 13, 2020:
Mr. Rick Taylor, 597 Loris Lane, Gladstone, Virginia, who identified himself as
project manager for Tel Homes, LLC, representing Tonya Lucas, spoke his
concerns about losing access to the back of the house located at 1011 Fairfax
Avenue NW if the alley were to shut down.
Dr. Carl Bentley, owner of 1001 Fairfax Avenue NW, spoke his concerns for his
family or anyone else in the neighborhood having restricted access to the back
of the homes. Dr. Bentley asked to be provided with written confirmation that
there would be in and out access through the back gate when necessary. Dr.
Bentley stated that there have been parking issues from the automobile repair
shop damaging his property. Dr. Bentley has previously asked the City for a
guard rail.
The Chair and Commissioner Martin expressed a desire that the applicant work
something out with the neighbors. The Chair asked the applicant if he would
like to continue this matter for March 9, 2020. Mr. Hamlar agreed.
Planning Commission March 9, 2020:
Mr. Hamlar told the Commissioners that he had spoken with his neighbors and
was going to give deeded access to Dr. Bentley, property owner of 1001 Fairfax
Avenue NW (Official Tax Map No. 21 1021 7), and to Tel Homes, LLC,
represented by Ms. Tonya Lucas, property owner of 1011 Fairfax Avenue NW
(Official Tax Map No. 21 1021 5), and that Hamlar Properties would be taking
care of any necessary fees to do so.
Dr. Bentley and Ms. Lucas both agreed with Mr. Hamlar's proposal.
Conclusions and Recommendations:
Hamlar- Curtis Funeral Home is a longstanding business and part of Gilmer
Neighborhood community. The Gilmer Neighborhood Plan supports
commercial development along 1 It' Street NW and also seeks for new
development to support existing uses. The block bisected by these alleys has a
mixture of uses and the alleys effectively divide those areas, if the alleyways are
vacated care should be taken to ensure new development supports the
transitional nature of this block.
The primary consideration for approval of an alley vacation per city code is an
assessment of what, if any inconvenience would result from the closure.' The
neighboring properties have both requested to maintain the access to the rear
of the property that is granted by the alley. An agreement has been made
between the adjoining property owners and the applicant to provide deeded
access through the vacated alleyway to access the rear of their properties. A
conditional statement was added within the prepared ordinance stating that the
final plat shall include details as to the agreed -upon deeded access and be
signed by all adjoining property owners who are receiving said easements.
Amended Application No. 1 is consistent with the City's Comprehensive Plan
and the Gilmer Neighborhood Plan and would not create an inconvenience to
residents and business owners in the area.
sow ,,t- klEen- w /z.�
Sarah Glenn,
Acting Chair
Distribution: Robert S. Cowell, Jr., City Manager
R. Brian Townsend, Assistant City Manager
Chris Chittum, Director of Planning Building & Development
Daniel J. Callaghan, City Attorney
Timothy Spencer, Senior Assistant City Attorney
Michael L. Hamlar, Hamlar Properties, LLC
3 Code of the City of Roanoke Section 30 -14. - Procedures for vacating city streets or alleys; fees
therefore. (5) Following the hearing before the city planning commission on an application to alter
or vacate a street or alley, the commission shall report in writing to the city council whether in its
opinion, any, and if any, what inconvenience would result if the application were approved by
council, and the commission shall report and make a recommendation to council as to whether the
application should be approved.
6
:wa�.ai�r Y •: APPLICATION
` STREET OR ALLEY VACATION
ROANOKE
Date: 12/08/2019
To: Office of the City Clerk ❑ Original Application
Fourth Floor, Noel C. Taylor Municipal Building a Amended Application
215 Church Avenue, S.W. No.
Roanoke, VA 24011
Phone: (540) 853 -2541 Fax: (540) 853 -1145
Ali submittals must be typed and include all required documentation and a check for the filing fee.
Application is hereby submitted for street or alley vacation for the property located at:
Location and description of street or alley to be closed: The location is 1002 Moomran Ave.
Owned by Hamlar Properties, I.I.C. We would like to vacate leh two allies that run from Fairfax to Moorman and 10th street to Fairfax.. Hamlar -Curtis
Fuenral Home has been maintaining these allies with new gravel, cleaning up trash and more. since the 1960s.
Proposed use of Vacated street or alley: We are planning on using it for parking and stop dangerous traffic from
speeding through our lot.
Name of Applicant/Contact Person: Hamlar Properties, LLC/ Michael L. Hamlar
Mailing Address: P.O. Box 3336, Roanoke, VA 24015
Telephone: (mod 1oQ--1967) Fax: ( ) /O `/957 E -mail: _VA C)Wumy L'-ff Pp/fie5 =mot
Applicant(s) sigtre( ,$):
5
j f
n � ,D!
Location Map Alley Vacation Hamlar
October 7. 2019 1:1,066
0 0.0075 0.015 0.03 mi
0 0.0125 0.025 0.05 km
ay d R.wake. Eagle View
Clly d Ra—M
Owner Address City
State
Zip
HAMLAR PI 3151 RUTR ROANOKE
VA
24014
HAMLAR PI 3151 RUTR ROANOKE
VA
24014
HAMLAR PI 3151 RUTR ROANOKE
VA
24014
KEATON Af 1544 DEBO SALEM
VA
24153
HAMLAR PI 3151 RUTR ROANOKE
VA
24014
HAMLAR PI 3151 RUTR ROANOKE
VA
24014
HAMLAR P13151 RUTR ROANOKE
VA
24014
TEL HOME! 151 LARKS[ LOCUST GP VA
22508
HAMLAR PI 3151 RUTR ROANOKE
VA
24014
BENTLEY G 3409 OVER FREDERICK
VA
22408
EVERETT Al 931 FAIRFP ROANOKE
VA
24016
AAC AUTO 932B MOO ROANOKE
VA
24016
DEBONDT ` 1022 FAIRF ROANOKE
VA
24016
AVERY MIC 604 10TH 5 ROANOKE
VA
24016
AVERY MIC 604 10TH 5 ROANOKE
VA
24016
MISSION 0 1015 MOO ROANOKE
VA
24016
COVINGTO 4306 SIDEI` ROANOKE
VA
24017
COVINGTO 4306 SIDEI` ROANOKE
VA
24017
TAXID SFHA
FirmPanel Community Floodway
2110201
51161C0lE0130
2110202
51161C0lE0130
2110203
51161C0lE0130
2110204
51161C0lE0130
2110209
51161C0lE0130
2110213
51161C0lE0130
2110214
51161C0lE0130
2110215
51161C0lE0130
2110216
51161C0lE0130
2110217
51161C0lE0130
2110218
51161C0lE0130
2110227
51161C0lE0130
2110803
51161C0lE0130
2121214
51161C0lE0130
2121215
51161C0lE0130
2121216
51161C0lE0130
2121306
51161C01E0130
2121307
51161C0lE0130
Assessmen PropertyAr PropertyU5 LegalDescr
680
0.1477
140 -Comm LOT 1 BL
680
0.1407
140 -Comm LOT 2 BL
680
0.2458
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250
0.1439
200 - Singlef LOT 5 & PT
680
0.7244
400 -Comm PT LOT 20 4'
250
0.1741
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250
0.1451
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250
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240
0.1418
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3151 RUTR ROANOKE
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24014
0 11TH ST I ROANOKE
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0 11TH ST I ROANOKE
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KEATON At KEATON At
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1002 MOO ROANOKE
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0 FAIRFAX, ROANOKE
HAM LAR P1 HAM LAR PI
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1015 FAIRF ROANOKE
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HAMLAR PI HAMLAR PI
151 LARKSI LOCUST GP VA
22508
1011 FAIRF ROANOKE
24016
TEL HOME!TEL HOME!
3151 RUTR ROANOKE
VA
24014
0 FAIRFAX, ROANOKE
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3409 OVER FREDERICK
VA
22408
1001 FAIRF ROANOKE
BENTLEY
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932 MOOR ROANOKE
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AVERY MIC AVERY MIC
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The Roanoke Times
Roanoke, Virginia
Affidavit of Publication
CITY OF ROANOKE - PDB
Attn Tina Carr
215 CHURCH AVE
ROOM 166
ROANOKE, VA 24011
AccountNumber
6011439
F— Date
January 14, 2020
Date Category Description Ad Size Total Cost
01/1612020 Legal Notices PUBLIC HEARING NOTICE Any public hearings advertised he 1 x 101 L 991.12
Publisher of the
Roanoke Times
I, (the undersigned) an authorized representative of the
Roanoke Times, a daily newspaper published in Roanoke, in the
State of Virginia, do certify that the annexed notice PUBLIC
HEARING NOTICE An was published in said newspapers on the
following dates:
12/31, 01/07/2020
The First insertion being given ... 12/31/2019
Newspaper reference: 0001044111
i
Billing Representative
Sworn to and subscribed before me this Tuesday, January 14, 2020
AV
Notary Publi (kte1bedy a. Vertu
NOTARY PUBLIC
State of Virginia Commonwasltt+ofVlrgl nia
CitylCounty of Roanoke
Notary Registration Number 368202+
Commission Expires January 3
My Commission expires
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
PUBLIC HEARING NOTICE
Any public hearings advertised herein
will be held in the City Council
Chamber, fourth floor, Room 450, Noel
C. Taylor Municipal Building, 215
Church Avenue, S.W., Roanoke,
Virginia. Any applications will be
available for review in Planning,
Building, & Development, first floor,
Room 170, 215 Church Avenue, S.W.,
Roanoke, Virginia.
The City of Roanoke Planning
Commission will hold a public hearing
on January 13, 2020, at 1:30 p.m., or as
soon thereafter as the matters may be
heard, to consider the following
matters:
Application by Hamlar Properties, LLC,
to vacate two adjoining alleys that run
from Fairfax Avenue NW to Moorman
Avenue NW and from 10th Street NW to
Fairfax Avenue NW.
Application by Franklin Road, LLC, to
vacate an alley running north from
Franklin Road SW towards Luck Avenue
SW, adjacent to property located at 117
Franklin Road SW, Official Tax Map No.
1012613, and extending north to the
southwest corner of 120 Luck Avenue
SW, Official Tax Map No. 1012606, and
to include the portion of the alley
running parallel to Franklin Road SW
and Luck Avenue SW, continuing east
from its intersection with the
aforementioned alley to the southeast
corner of the building on 120 Luck
Avenue SW.
Application by JE2 Investments, LLC, to
vacate a portion of Gregory Avenue NE,
north of 901 11th Street NE, Official Tax
Map No. 3051106, and running between
11th Street NE and Cherokee Street NE.
Application by Valley Funeral Home to
rezone property located at 5005
Melrose Avenue NW, Official Tax Map
No. 6110147, from CN, Commercial -
Neighborhood District, and R -5,
Residential Single- Family District, to
CG, Commercial - General District, with
conditions. The land use categories
permitted in CG District include
residential; accommodations and
group living; commercial; industrial;
warehousing and distribution;
assembly and entertainment; public,
institutional and community facilities;
transportation; utility; agricultural; and
accessory with no maximum density
specified and a maximum floor area
ratio of 5.0. The comprehensive plan
designates the property for
commercial use. The proposed use of
the property is a funeral home.
Tina M. Carr, secretary, City Planning
Commission
City Council will hold public hearings
on the aforesaid matters on January 21,
2020, at 7:00 p.m., or as soon thereafter
as the matters may be heard, In the
City Council Chamber, fourth floor,
Room 450, Noel C. Taylor Municipal
Building, 215 Church Avenue, S.W.,
Roanoke, Virginia. Citizens are advised
that the date on which these matters
will be heard is a departure from the
usual date on which such matters are
heard by City Council.
Any person with a disability requiring
any special accommodation to attend
or participate in the public hearings
should contact the City Clerk's office at
(540) 853 -2541 at least five days prior
to the scheduled public hearings.
Cecelia F. McCoy, CMC, Acting City
Clerk
(1044111)
G5
PUBLIC HEARING NOTICE
PUBLIC HEARING NOTICE
Any public hearings advertised herein will be held in the City Council Chamber, fourth floor,
Room 450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia.
Any applications will be available for review in Planning, Building, & Development, first floor,
Room 170,215 Church Avenue, S.W., Roanoke, Virginia.
The City of Roanoke Planning Commission will hold a public hearing on January 13, 2020, at
1:30 p.m., or as soon thereafter as the matters may be heard, to consider the following matters:
Application by Hamlar Properties, LLC, to vacate two adjoining alleys that run from Fairfax
Avenue NW to Moorman Avenue NW and from 10th Street NW to Fairfax Avenue NW.
Application by Franklin Road, LLC, to vacate an alley running north from Franklin Road SW
towards Luck Avenue SW, adjacent to property located at 117 Franklin Road SW, Official Tax
Map No. 1012613, and extending north to the southwest corner of 120 Luck Avenue SW,
Official Tax Map No. 1012606, and to include the portion of the alley running parallel to
Franklin Road SW and Luck Avenue SW, continuing east from its intersection with the
aforementioned alley to the southeast corner of the building on 120 Luck Avenue SW.
Application by JE2 Investments, LLC, to vacate a portion of Gregory Avenue NE, north of 901
11th Street NE, Official Tax Map No. 3051106, and running between 11th Street NE and
Cherokee Street NE.
Application by Valley Funeral Home to rezone property located at 5005 Melrose Avenue NW,
Official Tax Map No. 6110147, from CN, Commercial - Neighborhood District, and R -5,
Residential Single - Family District, to CG, Commercial- General District, with conditions. The
land use categories permitted in CG District include residential; accommodations and group
living; commercial; industrial; warehousing and distribution; assembly and entertainment;
public, institutional and community facilities; transportation; utility; agricultural; and accessory
with no maximum density specified and a maximum floor area ratio of 5.0. The comprehensive
plan designates the property for commercial use. The proposed use of the property is a funeral
home.
Tina M. Carr, Secretary, City Planning Commission
City Council will hold public hearings on the aforesaid matters on January 21, 2020, at 7:00 p.m.,
or as soon thereafter as the matters may be heard, in the City Council Chamber, fourth floor, Room
450, Noel C. Taylor Municipal Building, 215 Church Avenue, S.W., Roanoke, Virginia. Citizens
are advised that the date on which these matters will be heard is a departure from the usual date on
which such matters are heard by City Council.
Any person with a disability requiring any special accommodation to attend or participate in the
public hearings should contact the City Clerk's office at (540) 853 -2541 at least five days prior to
the scheduled public hearings.
Cecelia F. McCoy, CMC, Acting City Clerk
Please publish in newspaper on Tuesday, December 31, 2019, and Tuesday, January 7, 2020.
Please bill and send affidavit of publication to:
Tina M. Carr
Secretary to the Planning Commission
Planning Coordinator
Planning, Building, & Development
City of Roanoke
Noel C. Taylor Municipal Building
215 Church Avenue, SW, Room 170
Roanoke, VA 24011
540/853 -1730
tina.carr coroanokeva gov
Please send affidavit of publication to:
Cecelia F. McCoy, Acting City Clerk
City of Roanoke
215 Church Avenue, S.W., Suite 456
Noel C. Taylor Municipal Building
Roanoke, Virginia 24011 -1536
540/853 -2541
CE( ELLS F. NICCO1. C>IC
Citx Clerk
Michael L. Hamlar
Hamlar Properties, LLC
P. O. Box 3336
Roanoke, Virginia 24015
Dear Mr. Hamlar:
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. W., Room 456
Roanoke, Virginia 24011 -1536
Telephone: (540) 853 -2541
Fax: (510) 853 -1145
E -mail: clerk!a roanoke%a.,;o%
March 4, 2020
CE( ELI ,k T. \� EBB, CHIC
Acting Depuh Cit} Clerk
A public hearing regarding a request of Hamlar Properties, LLC, to vacate two adjoining
alleys that run from Fairfax Avenue, N. W., to Moorman Avenue, N. W., and from
101h Street, N. W., to Fairfax Avenue, N. W., was advertised in the Roanoke Times on
Tuesday, February 25 and Tuesday, March 3, 2020 and heard by the City Planning
Commission on Monday, January 13. The matter was continued to Monday, March 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., (See copy of the Public Hearing Notice attached.)
Pursuant to provision of Resolution No. 25523 adopted by the Council of the City of
Roanoke on Monday, April 6, 1981, a public hearing also has been scheduled to be held on
Monday, March 16 at 7:00 p.m. before the Roanoke City Council in the Council Chamber,
pending formal action by the City Planning Commission, which may be viewed on the City's
webpage, www.roanokeva.gov, under "Roanoke Planning Commission News ", following its
meeting on Monday, March 9.
If you have questions regarding the Planning Commission public hearing, please contact
Tina Carr, Secretary to the City Planning Commission at (540) 853 -1730. Questions
regarding the City Council public hearing may be directed to the City Clerk's Office at (540)
853 -2541.
Sincerely,
Cecelia F. McCoy, CMC
City Clerk
Enclosure
c: Byron L. Hamlar, 1002 Moorman Avenue, N. W., Roanoke Virginia 24016
Tina Carr, Secretary to the Planning Commission
CLCEEEI E..NICCOI . ( lIC
Cih Clerk
Anthony E. Keaton
Hamlar Properties, LLC
Tel Homes, LLC
Carl Bentley
Alvin J. Everett
Ladies and Gentlemen:
CITY OF ROANOKE
OFFICE OF THE CITY CLERK
215 Church Avenue, S. «., Room 456
Roanoke, Virginia 24011 -1536
Telephone. (5 30) 833 -2541
Fax: (540) 853 -1143
E -mail clerk'a roanoke%a.roN CECEEEI "r. 11 EBB. CHIC
Win,_, Depuh Citx Clerk
March 4, 2020
AAC Auto Service, LLC
Stuart F. and Ruby Debondt
Michael D. Avery
Mission of Mt. Olives Church of God
Leonard C. and Leigh Ann Covington
A public hearing regarding a request of Hamlar Properties, LLC, to vacate two adjoining
alleys that run from Fairfax Avenue, N. W., to Moorman Avenue, N. W., and from
10t" Street, N. W., to Fairfax Avenue, N. W., was advertised in the Roanoke Times on
Tuesday, February 25 and Tuesday, March 3, 2020 and heard by the City Planning
Commission on Monday, January 13. The matter was continued to Monday,
March 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., (See copy of the Public Hearing
Notice attached.)
Pursuant to provision of Resolution No. 25523 adopted by the Council of the City of
Roanoke on Monday, April 6, 1981, a public hearing also has been scheduled to be
held on March 16 at 7:00 p.m. before the Roanoke City Council in the Council
Chamber, pending formal action by the City Planning Commission, which may be
viewed on the City's webpage, www.roanokeva.gov, under "Roanoke Planning
Commission News ", following its meeting on March 9.
This letter is provided for your information as an interested party and /or adjoining
property owner. If you have questions regarding the Planning Commission public
hearing, please contact Tina Carr, Secretary to the City Planning Commission at (540)
853 -1730. Questions regarding the City Council public hearing may be directed to the
City Clerk's Office at (540) 853 -2541.
Sincerely,
Cecelia F. McCoy, CIVIC
City Clerk
Enclosure
c: Tina Carr, Secretary, City Planning Commission
n
1. > 1
IN THE COUNCIL OF THE CITY OF ROANOKE, VIRGINIA
The 16th day of March, 2020.
No. 41702- 031620.
AN ORDINANCE ratifying, confirming, and authorizing the City Manager to execute a
Deed from the City of Roanoke, Virginia ( "City "), to Cooper Crouse - Hinds, LLC, a Delaware
limited liability company qualified to transact business in the Commonwealth of Virginia, to
convey to Cooper Crouse - Hinds, LLC certain real property located at 1700 Blue Hills Drive, N.E.,
Roanoke, Virginia 24012, designated as Official Tax Map No. 7210103, consisting of
approximately 48.26 acres, more or less (Property) as well as adjoining property located at 0
Orange Avenue, N.E., Roanoke, Virginia 24012, designated as Official Tax Map No. 7200106,
consisting of approximately 9.997 acres, more or less, together with all improvements thereon,
pursuant to terms and conditions of a Lease and Option Purchase Agreement dated July 7, 1983;
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, in 1983, Cooper Industries, Inc. (Cooper) selected the Roanoke Centre for
Industry and Technology to operate a large construction and mining equipment manufacturing and
warehouse facility;
WHEREAS, pursuant to Ordinance No. 26555, adopted by City Council on June 27, 1983,
Cooper and the City entered into a Lease and Option to Purchase Agreement ( "Lease and Option
Agreement ") to lease an approximate 48.26 -acre property located at 1700 Blue Hills Drive, N.E.
Official Tax Map No. 7210103) (Property) for 40 years, paying total rent of $400,000.00, on July
7, 1983;
WHEREAS, the Lease and Option Agreement included an option to purchase the Property
at any time during the lease term for the remaining lease value, as well as the adjoining
approximate 9.997 -acre parcel Official Tax Map No. 7200106 at 0 Orange Avenue, N. E.
( "Adjoining Property ") for nominal consideration if Cooper made all payments under the
Agreement and was not otherwise in default of the Lease and Option Agreement;
WHEREAS, Cooper assigned its rights in the Lease and Option Agreement to Cooper
Crouse - Hinds, LLC in September 2004;
WHEREAS, Cooper Crouse - Hinds, LLC has made all rent payments in the amount of
$400,000.
WHEREAS, Cooper Crouse - Hinds, LLC has exercised the option to purchase both parcels,
in accordance with the terms of the Lease and Option Agreement;
WHEREAS, the City proposes to convey the Property and Adjoining Property to Cooper
Crouse - Hinds, LLC for the sum of $20.00;
WHEREAS, a public hearing was held on March 16, 2020, pursuant to Section 15.2 -1800
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; and
WHEREAS, after closing the public hearing, Council believes that the sale of the Property
to the Buyer in accordance with the terms of the Lease and Option Agreement will benefit the City
and its citizens.
THEREFORE, BE IT ORDAINED by the Council of the City of Roanoke as follows:
1. The Lease and Option Agreement authorized by Ordinance No. 26555 is hereby
ratified and confirmed and the City Manager is hereby authorized on behalf of the City to execute
a Deed for the sale of the Property and Adjoining Property to Cooper Crouse - Hinds, LLC upon
2
such terms and conditions of the Lease and Option Agreement, and to execute such other
documents and take such further action as may be necessary to implement, administer, and enforce
the Lease and Option Agreement and complete the sale and transfer of the Property and Adjoining
Property.
2. 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 Cooper Crouse - Hinds, LLC pursuant to the Lease and Option Agreement.
3. The form of the documents referred to above and in the Agenda Report are to be
approved by the City Attorney.
4. Pursuant to the provisions of Section 12 of the City Charter, the second reading of
this Ordinance by title is hereby dispensed with.
ATTEST:
City Clerk.
3
°~ CITY COUNCIL AGENDA REPORT
To: Honorable Mayor and Members of City Council
Meeting: March 16, 2020
Subject: Sale of City -owned property situated within the Roanoke Centre for
Industry and Technology at 1700 Blue Hills Drive, N.E., bearing
Official Tax Map No. 7210103 (48.26 acres, more or less) and 0
Orange Avenue, N.E. bearing Official Tax Map No. 7200106 (9.997
acres, more or less) to Cooper Crouse - Hinds, LLC
Background:
Cooper Industries, Inc. dba Eaton Crouse -Hinds (Cooper) is a diversified industrial
manufacturer over 100 years old with more than 99,000 employees. They currently
employ approximately 300 individuals in their Roanoke facility within the Roanoke
Centre for Industry and Technology.
In 1983, Cooper selected the Roanoke Centre for Industry and Technology to operate a
large construction and mining equipment manufacturing and warehouse facility. On
July 7, 1983, Cooper and the City entered into a Lease and Option to Purchase
Agreement to lease an approximate 48.26 -acre property located at 1700 Blue Hills
Drive, N.E. (Tax #7210103) (Property) for 40 years, paying a total rent of $400,000.00
(Lease and Option Agreement). The Lease and Option Agreement required that Cooper
construct a manufacturing plant for its mining and construction group on the parcel,
investing more than $14,000,000. The Lease and Option Agreement included an
option to purchase the Property at any time during the lease term for the remaining
lease value, as well as the adjoining approximate 9.997 -acre parcel (Tax #7200106) at
0 Orange Avenue, N. E. (Adjoining Property) for nominal consideration if Cooper made
all payments under the Lease and Option Agreement and was not otherwise in default
of the Lease and Option Agreement. Cooper assigned its rights in the Lease and Option
Agreement to Cooper Crouse - Hinds, LLC (Assignee) in September 2004. Assignee has
exercised the option to purchase both parcels, in accordance with the terms of the
Lease and Option Agreement.
Considerations:
Cooper has fulfilled their obligations by paying the $400,000.00 in rent, construction
of the facility and, in accordance with the Lease and Option Agreement, may acquire
the Property and the Adjoining Property.
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
ratifying and confirming the Lease and Option Agreement and authorizing the City
Manager to execute a Deed to convey the Property and the Adjoining Property to
Cooper Crouse - Hinds, LLC, 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. Cowell, Jr.
City Manager
Attachments
Distribution: Council Appointed Officers
R. Brian Townsend, Assistant City Manager for Community Development
Rob Ledger, Director of Economic Development
Laura Carini, Assistant City Attorney
Sean Adkins, Economic Development Specialist
2
F :T *N
Powering Business Worldwide
March 2, 2020
VIA CERTIFIED MAIL; POSTAGE PREPAID
NOTICE OF EXERCISE OF OPTION TO PURCHASE
City of Roanoke
Office of Billing and Collections
P.O. Box 2199
Roanoke, VA 24009
Re: Lease and Option to Purchase dated July 7, 1983 (the "Lease ") by and between The City
of Roanoke, a municipal corporation organized and existing under the laws of the
Commonwealth of Virginia ( "Seller "), and COOPER CROUSE -HINDS, LLC, a Delaware
limited liability company (successor to Cooper Industries, Inc., an Ohio corporation)
( "Purchaser "), with respect to certain real property consisting of approximately 48.220
acres located in the Roanoke Centre for Industry and Technology, in the City of Roanoke,
State of Virginia and more particularly described in the Lease (the "Property").
Dear Sir or Madam:
All capitalized terms used herein shall have the respective meanings ascribed to them in the Lease,
unless otherwise defined herein.
Purchaser hereby exercises its option to purchase the Parcel 2 for the nominal consideration of
$10.00 pursuant to Section 3 of the Lease
Purchaser hereby exercises its option to purchase its option to purchase Parcel 6 for the nominal
consideration of $10.00 pursuant to Section 4 of the Lease.
Purchaser proposes that the closing for both parcels occur as soon as possible. Please contact
Annette Caravona at 440 -523 -4533 or AnnetteCaravona@eaton.com, or Purchaser's outside
counsel, Susan Cornett, at 937- 443 -6810 or Susan.CornettEE thompsonhine.com, to discuss closing
logistics.
Very truly yours,
COOPER CROUSE- HINDS, LLC,
a Delaware limited liability company
By:
Name: K' •sten Park
Title: Vice President and Treasurer
o I qy-2 D 3 /-)
ocum ntl
Index Fields for Contracts & Leases Imaging database
Type Lease
Doc ID 9E4JZ6
Title Cooper Industries, Inc. Lease
Department Office Of Economic Development
1210912013 03:39:12 PM by Cassandra
1W
THIS LEASE AND OPTION TO PURCHASE, :Wade and entered this
7th day of July, 19.83, by the CITY OF ROANOKE, a municipal corpo-
ration organized and existing under the laws of the Commonwealth
of Virginia, hereinafter referred to as the "City ", and COOPER
INDUSTRIES, INC., an Ohio corporation, referred to as "Cooper ".
W I T N E S S E T H:
1. Term. That in consideration of the rent hereinafter
reserved and of the covenants hereinafter contained, the City
hereby leases to Cooper and Cooper hereby takes and leases from
the City a 48.220 acre parcel of land within the City of Roanoke,
lying within the Roanoke Centre for Industry and Technology (the
Centre), which parcel is more particularly described and shown
as Parcel 2 on Sheets 2, 3 and 4 of the Subdivision of the Roanoke
Centre for Industry and Technology, prepared by Guffey, Hubbel,
McGhee, P.G., and recorded in the Clerk's Office of the Circuit
Court for the City of Roanoke in Plat Book 1, pages 339, 340, 341
(hereinafter referred to as Parcel 2), the term of said lease being
for forty (40) years, commencing on July 7, 1983, and terminating
on July 6, 2023, both dates inclusive.
2. RENT. For.the forty -year term of this lease, Cooper shall
pay to the City a rental fee of $400,000, which shall be due and
payable on an accelerated basis of thirty (30) annual installments
of $13,333.33 each of which shall be due and paid in advance with-
out demand in the month during which the term of such lease shall
commence and in the same month of each year thereafter until the
entire rental fee of $400,000 is paid.
0
3. OPTION TO PURCHASE PARCEL 2.
0
At any time during
such forty -year term or at the end of such term, Cooper
shall have the option to purchase Parcel 2. If Cooper
exercises its option to purchase Parcel 2 prior to payment
in full of the rental of $400,000, the purchase price of
such property shall be $400,000 cash, and any lease payments
paid by Cooper to the City shall be credited toward such
purchase price. If Cooper exercises its option to purchase
at any time during the term of the lease after payment in
full of the entire rental fee of $400,000 or at the end of
the term, Cooper shall pay a nominal consideration of
$10.00.
Should Cooper exercise its option to purchase Parcel 2,
the City shall convey such property by deed with General
Warranty and Modern English Covenants, with good and market-
able and insurable title in fee simple.
4. OPTION TO LEASE AND /OR PURCHASE PARCEL 6. The City
further hereby grants Cooper for forty (40) years the option to
lease, for a term of (40) years, such term in any event to termi-
nate on July 6, 2023, and for nominal consideration of $10.00
the 9.997 acre parcel described and shown as Parcel 6 on
Sheet 4 of the Subdivision of the Roanoke Center for In-
dustry and Technology, prepared by Guffey, Hubbel, McGhee,
P.C.., and recorded in the Clerk's Office of the Circuit
- 2 -
5d
50
Court for the City of Roanoke, in Plat Book 1 , page 341 ,
(hereinafter referred to as Parcel 6), for a use to be approved
by the City. The City also hereby grants Cooper the option for
forty (40) years to purchase Parcel 6 for the nominal considera-
tion of $10.00. Should Cooper exercise its option to purchase
Parcel 6, the City shall convey such property by deed with General
Warranty and Modern English covenants, with good and marketable
and insurable title in fee simple.
S, QUIET POSSESSION. The City shall deliver quiet
possession of Parcel 2 to Cooper on the effective date of this
lease, and Parcel 6 on the effective date of any lease therefor.
6. USE SUBJECT TO RESTRICTIVE COVENANTS. Parcel 2, and
Parcel 6, if leased or purchased, shall be used and occupied
only for those uses permitted by the Agreement entered into by
the City and Cooper dated April 14, 1983. The use of this
property shall be subject to all restrictive covenants, as they
may be recorded or amended from time to time, applying to such
property within the Roanoke Centre for Industry and Technology.
7. INDEMNITY PROVISIONS. Except for those matters con-
tractually agreed to by the City and Cooper in Paragraph 12 of
an Agreement dated April 14, 1983, the original of which is on
file in the Office of the City Clerk, during the entire term
of this lease, Cooper will indemnify and save harmless the
City against any and all claims, debts, demands or obligations
which may be made against the City or against the City's title
-3-
19
in the leased property, arising out of, or in connnection
with, any alleged act or omission of Cooper or any person
claiming under, by, or through Cooper; and if it becomes
necessary for the City to defend any action seeking to impose
any such liability, Cooper will pay the City all costs of
court and attorneys' fees incurred by the City in effecting
such defense in addition to any other sums which the City may
be called upon to pay by reason of the entry of a judgment
against the City in the litigation in which such claim is
asserted.
8.
INSURANCE.
Except for
those matters
contractually
agreed to
by the City
and Cooper
in Paragraph
12 of an Agree-
meet dated April 14, 1983, the original of which is on file in
the Office of the City Clerk, from time to time when Cooper
commences construction on Parcel 2 or any part thereof, or
from and after any earlier date when Cooper makes actual use
of and occupies this Parcel.or any part or parts thereof,
Cooper shall cause to be written a policy or policies of
insurance in the form generally known as public liability
policies, insuring Cooper against any and all claims and
demands made by any person or persons whomsoever for injuries
received in connection with the operation and maintenance of
the premises, improvements, and buildings located on the
leased property or for any other risk insured against by such
policies, which policies shall have been written within limits
of not less than $500,000 for damages incurred or claimed by
- 4 -
any one person for bodily injury, or otherwise, plus $100,000
damages to property, and for not less than $1,000,000 for
damages incurred or claimed by more than one person for bodily
injury, or otherwise, plus $100,000 damages to property. All
such policies shall name Cooper and the City, as their re-
spective interests may appear, as the persons assured by such
policies; and a certificate of insurance evidencing such policy
or policies shall be delivered by Cooper to the City promptly
upon the writing of such policies, together with adequate
evidence of the fact that the premiums are paid.
9. DESTRUCTION OF IMPROVEMENTS. In the event of the destruc-
tion or damage, during the term of this lease, of any of the build-
ings and improvements or any part thereof to be constructed by
Cooper on the leased property, and as often as any building or
improvement on said property shall be destroyed or damaged by
fire, windstorm, or other casualty, Cooper shall rebuild or re-
pair the same in such manner that the building or improvement
so rebuilt and repaired, shall be of the same or higher value
as the said building or improvement prior to such damage or
destruction, and shall have the same rebuilt and ready for
occupancy within fifteen months from the time when the loss or
destruction occurred. The fifteen -month period for reconstruc-
tion shall be enlarged by delays caused without fault or
neglect on the part of Cooper by Act of God, strikes, lockouts,
or other conditions other than matters of finance, beyond COODer's
control.
- 5 -
0
92
10. CHARGES FOR SERVICES. Cooper shall pay or cause to
be paid all charges for water, sewer, gas, electricity, tele-
phone, or any other communication or utility service used in or
rendered or supplied to the leased property throughout the
term of this lease, and to indemnify and save harmless the
City against any liability or damage on such account.
11. TAXES AND OTHER CHARGES. Cooper shall pay, in a timely
fashion, all taxes, including leasehold taxes, assessments,
water and sewer rents, charges for public utilities, levies,
licenses and permit fees and other governmental charges,
general and special, which at any time during the term of this
lease may be assessed, levied, imposed upon or become due and
payable, or become a lien on the leased property, or any im-
provements thereon, and Cooper expressly covenants and agrees
to indemnify and to save and hold harmless the City from any
and all claims, demands or liens on account, or arising out of
any tax liability or liabilities of Cooper of any kind. Cooper
shall not be liable for any "roll -back taxes" that might apply
to Parcel 2 pursuant to the provisions of §32 -64, Code of the
City of Roanoke (1979), as amended. .
12. UNPAID RENT, If the rent to be paid by Cooper to
the City shall remain unpaid on any day on which the same
ought to be paid, then the City, or any person acting under the
City, may proceed to recover the rent owed pursuant to any man-
ner permitted by the Code of Virginia, including distress or
action, after giving Cooper and the trustees of any deed of
trust upon Parcel 2 at least thirty (30) days written notice
- 6 -
prior to taking such action, thus allowing them to cure such
default in paying rent.
13. ACCELERATION OF RENT. If Cooper becomes insolvent,
bankrupt or makes an assignment for the benefit of creditors
or if a receiver is appointed, then the rent for the balance
of the term or any part thereof at the option of the City,
shall become due and payable as if by the term of the lease it
were payable in advance. In case the rent or any other sum
payable hereunder is at any time unpaid when due, Cooper
agrees that thereupon the whole rent for the balance of the
term, 'or any part thereof at the option of the City, shall
immediately become due and payable in advance, and the City
may immediately proceed to distrain, collect, or bring action
for the whole rent or any part thereof, as if it were in
arrears, or may obtain judgment therefor. The City agrees to
give the trustees of any deed of trust upon Parcel 2 at least
thirty (30) days written notice prior to taking any such action,
thus allowing them to pay the rent for the balance of the term
or any part thereof at the option of the City.
14, IMPROVEMENTS. Cooper shall have the right to construct
buildings and other improvements on Parcel 2 and such buildings
and improvements shall be owned by Cooper.
15. LIENS. Cooper shall not have the power to subject
the interest of the City in Parcel 2 to liens of any kind,
including mortgage liens, unless expressly authorized by the
Council of the City of Roanoke, or unless authorized under the
provisions of the following paragraph.
- 7 -
co
16. ASSIGNMENT. Cooper covenants not to assign this lease
nor sublet Parcel 2 or any portion thereof, or transfer posses-
sion or occupancy thereof to any person, firm, or corporation
without the written consent of the City expressed in an ordinance
of its City Council first obtained, save for the assignment
of this lease to trustees of a deed of trust on the leased
property which assignment was approved by the Council on the
City of Roanoke on December 5 , 1983, by Ordinance No. 26794
The City agrees not to assign its interest in this lease without
the written consent of Cooper, which consent shall not unrea-
sonably be withheld.
17. GOVERNING LAW. All of the rights and remedies of the
City and Cooper with respect to this lease shall be governed by
the terms of this lease and by the laws of the Commonwealth of
Virginia.
18, ENTIRE AGREEMENT. Except as otherwise referenced in
this lease, this instrument contains the entire agreement
between the parties as of this date, with regard to the terms
and conditions of the lease of Parcel 2 and the option to lease
or purchase Parcel 6, and there are no collateral or oral agree-
ments or understandings.
19. AMENDMENTS. No amendment, modification, release, dis-
charge, or waiver of any provisions hereof shall be of any force,
effect or value unless in writing, in an instrument approved by
the Council of the City of Roanoke and signed by the authorized
agents of the parties hereto.
- 8 -
GO
20. AGENTS. The City hereby designates the Office of
Billings and Collections, P. 0. Box 2199, Roanoke, Virginia
24009, as the agent of the City for the collection of rents
and directs that payment of all rents to accrue hereunder
shall be made by Cooper to such agent. Any and all notices,
requests, or demands given or required to be given under this
lease shall, except as otherwise expressly provided herein,
be in writing and mailed by registered or certified mail, post-
age prepaid, to the aforesaid Office of Billings and Collections,
on behalf of the City, and to Cooper Industries, Inc., P. 0. Box
4446, Houston, Texas 77210, and the Plant Manager of the Roanoke
plant of Cooper Industries, Inc., on behalf of Cooper, and to
Harwell M.'Darby, Jr., Esquire, P. 0. Box 2887, Roanoke, Vir-
ginia 24001, and Pittsburgh National Bank, Attention: Donald
Ambrose, 5th Avenue & Wood Street, Pittsburgh, Pennsylvania
15222, Trustees and Assignees, and counsel for Pittsburgh
National Bank, Lynda K.Given, Esquire, Chapman & Cutler, 111
W. Monroe Street, Chicago, Illinois 60603.
WITNESS the following signatures and seals as of the day
and year first hereinabove written; the execution of this lease
and option having been authorized by Ordinance No. 26555, adopted
by the Council of the City of Roanoke on June 27, 1983.
ATTEST:
CITY OF ROANOKE,
By
Mary F. ar er, City C er H. B. Ewert, City Manager
pppraved as to Forma 6, j'&"4: '
A. oty AttorneY
ATTEST:
ATTEST:
i
Ro "e A. Scott
Secr tary
EVED]
STATE OF VIRGINIA
To -wit:
CITY OF ROANOKE
W
COOPER INDUSTRIES, INC.
Walaemar A. Oelschlager
President, Cooper Mining
and Construction Division
B Y 12'f4&ja
D. E. Kipl
Executive ice President, Operations
The foregoi g instrument was acknowledged before me this
6Wv day of f , 1983, by H. B. EWERT, CITY
MANAGER, and MARY F. PAFA i�E`K P CITY CLERK, of the CITY OF ROANOKE.
Notary Public
My Commission expires:
/.. /JF -7
STATE OF VIRGINIA )
) To -wit:
CITY OF ROANOKE )
The foregoin instrument was acknowledged before me this
day of 1983, by WALDEMAR A. OELSCHLAGER,
PRESIDENT, COOPER-MINING AND CONSTRUCTIONjand by
&L/ e4_1. DIVISION
i
My Commission expires:
STATE OF TEXAS )
) To -wit:
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me this
day of c��'^�t -� 1983, b
5-, (. , �{ 1 PL Y _ PER INDUST
17 RIES, INC. ,
with t e title of f%9cuT1Ve_ VIDE PR4-SIDLcWT, 0PF,1t+4T10tdS and by
O CjER A SCOT T� ��= � -L�-�T ARY
otary PAblic
My .Commission expires:
H. W. WERSTLER
Notary Public, State of Texas
i,ty Commission Expires June 30, 1984
- 11 -
oti
n
.ti
�i
uyo�all "`� -�orr+
Cy?.;r•
ERG i'N�iP
WILLIAM M. HACKWORTH
CITY ATTORNEY
Gary Hargrave, Manager
Real Estate Services
Cooper Industries
P. O. Box 4446
Houston, TX 77210 -4446
CITY OF ROANOKE
OFFICE OF CITY ATTORNEY
464 MUNICIPAL BUILDING
215 CHURCH AVENUE, SW
ROANOKE, VIRGINIA 24011 -1595
TELEPHONE: 540 - 853 -2431
FAX: 540 - 853 -1221
EMAIL: cityatty@ci.roanoke.va.us
February 14, 2005
TIMOTHY R. SPENCER
STEVEN J. TALEVI
GARY E. TEGENKAMP
DAVID L. COLLINS
HEATHER P. FERGUSON
ASSISTANT CITY ATTORNEYS
Re: Assignment and Assumption Agreement with Cooper Industries, Inc.
Dear Mr. Hargrave:
City Council has authorized the City Manager to execute the Assignment and
Assumption Agreement with Cooper Industries, Inc., which you sent to us. The City Manager
has signed the Agreement, and a copy is enclosed for your records.
Please let me know when and if Cooper wishes to purchase the property it leases at the
Roanoke Center for Industry and Technology.
Sincerely yours,
William M. Hackworth
City Attorney
WMH:s
Enclosure
cc: R. Brian Townsend, Acting Director of Economic Development (w /enclosure)
L:IATTORNEY \DATA \CLFF I \ LETTER \I- hargravecooperoptionrcit.doe
ASSIGNMENT AND ASSUMPTION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
That Cooper Industries, Inc., (the "Assignor), subject to the prior approval of the City of
Roanoke, Virginia (the "City "), hereby assigns and sets over unto Cooper Crouse- Hinds, LLC, with
offices at Wolf & 7t' North Street, Syracuse, New York 13221 (the "Assignee "), all of its rights,
title and interest in, to and under that certain Lease and Option to Purchase agreement dated July
7, 1983, which is incorporated herein by reference for all purposes.
In consideration of the City consenting to this Assignment, the Assignee hereby covenants
and agrees with the City to observe, comply with and pay all sums of any kind whatsoever and
perform all obligations of any kind whatsoever as and when the same are due to be paid or
performed by the Assignor pursuant to the terms of the Lease and Option to Purchase agreement
during all of the term of the said agreement and any renewal or extension thereof.
IN WITNESS WHEREOF, the Assignor and the Assignee execute this document for the
purposes stated herein effective September 1, 2004.
ASSIGNOR:'
- r
E. Daniel Leightm
Vice - President
Cooper Industries, Inc.
Date: November , 2004
TAZSGE:
Randall B. erman
Vice - President,
Cooper Crouse- Hinds, LLC
Date: November , 2004
Approval of and consent to this Assignment and Assumption Agreement is
acknowledged by the authorized signature below:
THE CITY OF ROANOKE:
By: DM I" II J MIA
Its: C :�, Hw�tl/
Page 1 of 1
The Roanoke Times
Roanoke, Virginia
Affidavit of Publication
SHERMAN M STOVALL, ASSISTANT CITY MGR
Attn R. Brian Townsend, Assistant City Manager
for Operations
456 NOEL C. TAYLOR MUNICIPAL BLDG
215 CHURCH AVENUE SW
ROANOKE, VA 24011
RECEIVED
MAR 1 12020
OFFICE OF THE
CITY MANAGER
Account Number
6017304
Date
March 09, 2020
Date Category Description Ad Size Total Cost
03/1812020 Legal Notices NOTICE OF PUBLIC HEARING Pursuant to the requirements 1 x 75 L 41200
A copy of the Lease and Option
Agreement. the a =ere ise of option, 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 Billing Representative
Monday, March 9, 2020. For further
Information on the matter, you may
contact the Office of the city clerk at
(540) 853 -2x41. Sworn to and subscribed before me this Monday, March 9, 2020
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 Office of
the City Clerk at (540) 853 -2541, before
12.00 noon on Thursday. MKarch 12.
2020. Notary Public
Given under my hand this 9th day of Kimberly U. HZMB
March, 2020. State of Virginia N01 AR / PUBI -IC
Cecelia F. McCoy. City Clerk City /County of Roanoke Commonveaith of Virginia
io(ary Regist-atian Number 355753
(1071399) My Commission expires )rnm,sSlnn Expires January 31, 2021
THIS IS NOT A BILL. PLEASE PAY FROM INVOICE. THANK YOU
Publisher of the
NOTICE OF PUBLIC HEARING
Roanoke Times
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
1, (the undersigned an authorized representative of the
hearing on March 16. 2020, at 7:00 p.m.,
or as soon thereafter as the matter
Roanoke Times a daily newspaper in Roanoke in the
may be heard• in the Council Chamber.
published
� �
4th Floor, Room 450. Noel C. Taylor
Municipal Building. 2ts church Avenue.
State of Virginia, do certify that the annexed notice NOTICE OF
S -W.. Roanoke, Virginia 24011. to ratify.
confirm, and authorize the sale of
PUBLIC HEARING was published in said newspapers on the
property Situated within the Roanoke
Centre for Industry and Technology
following dates:
located at 1700 Blue Hills Drive. N -E -,
g •
Roanoke. Virginia, consisting of
approximately 48.26 acres designated
as Official Tax Map No. 7210103: and 0
orange Avenue, N.E.• Roanoke. Virginia,
consisting of approximately 9.997 acres
03/09/2020
of City -owned property, designated as
Official Tax Map No- 7200106
(collectively, Property) for the sum of
510.00, together with other
consideration as provided in a Lease
and Option to Purchase Agreement
dated July 7, 1983, between the City
and Cooper Industries, Inc. (Cooper),
and as amended (Lease and option
Agreement). Cooper assigned its
given ... 03/0912020
The First insertion bein g g
rights in the Lease and Option
Agreement to Cooper Crouse Hinds.
LLC (Buyer) In September 2004•
consented to by the City, and Buyer has
News a er reference: 0001071399
P P
Provided the City with notice that
Buyer has exercised Its option to buy
the Property.
A copy of the Lease and Option
Agreement. the a =ere ise of option, 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 Billing Representative
Monday, March 9, 2020. For further
Information on the matter, you may
contact the Office of the city clerk at
(540) 853 -2x41. Sworn to and subscribed before me this Monday, March 9, 2020
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 Office of
the City Clerk at (540) 853 -2541, before
12.00 noon on Thursday. MKarch 12.
2020. Notary Public
Given under my hand this 9th day of Kimberly U. HZMB
March, 2020. State of Virginia N01 AR / PUBI -IC
Cecelia F. McCoy. City Clerk City /County of Roanoke Commonveaith of Virginia
io(ary Regist-atian Number 355753
(1071399) My Commission expires )rnm,sSlnn Expires 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.B 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 March 16, 2020, 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 ratify, confirm, and authorize the sale of property
situated within the Roanoke Centre for Industry and Technology located at 1700 Blue Hills Drive,
N.E., Roanoke, Virginia, consisting of approximately 48.26 acres designated as Official Tax Map
No. 7210103; and 0 Orange Avenue, N.E., Roanoke, Virginia, consisting of approximately 9.997
acres of City -owned property, designated as Official Tax Map No. 7200106 (collectively,
Property) for the sum of $10.00, together with other consideration as provided in a Lease and
Option to Purchase Agreement dated July 7, 1983, between the City and Cooper Industries, Inc.
(Cooper), and as amended (Lease and Option Agreement). Cooper assigned its rights in the Lease
and Option Agreement to Cooper Crouse - Hinds, LLC (Buyer) in September 2004, consented to
by the City, and Buyer has provided the City with notice that Buyer has exercised its option to buy
the Property.
A copy of the Lease and Option Agreement, the exercise of option, 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, March 9,
2020. For further information on the matter, you may contact the Office of the City Clerk 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 Office of the City Clerk at (540) 853 -2541, before 12:00 noon on Thursday, March 12,
2020.
Given under my hand this 9th day of March, 2020.
Cecelia F. McCoy, City Clerk
Note to Publisher:
Please publish once in the Roanoke Times, Legal Notices, on Monday, March 9, 2020.
Please send affidavit of publication to:
Cecelia F. McCoy, 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
3`a Floor, Noel C. Taylor Municipal Building
215 Church Avenue, S.W., Room 364
Roanoke, Virginia 24011
Phone: (540) 853 -2333