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HomeMy WebLinkAbout8/20/2024 - Regular1 Vinton Town Council Regular Meeting Council Chambers 311 South Pollard Street Tuesday, August 20, 2024 AGENDA Consideration of: A. 6:00 p.m. - ROLL CALL AND ESTABLISHMENT OF A QUORUM AND CITIZEN GUIDELINES B. MOMENT OF SILENCE AND PLEDGE OF ALLEGIANCE TO THE U.S. FLAG C. COMMUNITY EVENTS/ANNOUNCEMENTS/COUNCIL ACTIVITIES D. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS E. CONSENT AGENDA 1. Consider approval of the minutes of the Regular Meeting of July 16, 2024 F. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS 1. Public Works Employee Introductions – Bo Herndon G. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and questions for issues not listed on the agenda H. REPORTS FROM COMMITTEES 1. Finance Committee – Andrew Keen a. Consider approval of Financial Statements for April 30, May 31, June 30, and July 31, 2024. 2. Community Development Committee – Nathan McClung I. BRIEFINGS Bradley E. Grose, Mayor Michael W. Stovall, Vice Mayor Keith N. Liles, Council Member Sabrina M. McCarty, Council Member Laurie J. Mullins, Council Member Vinton Municipal Building 311 South Pollard Street Vinton, VA 24179 (540) 983-0607 2 1. Briefing on proposed amendments to the Vinton Zoning Ordinance – Nathan McClung J. ITEMS REQUIRING ACTION 1. Consider adoption of a Resolution approving the Term Contract for Architectural, Engineering, and Surveying Services and authorizing the Town Manager to execute and deliver contracts to selected firms. – Nathan McClung and Jamie Hurt 2. Consider adoption of a Resolution authorizing the Town Manager to execute a Purchase Agreement between Jimenez & Karki Properties, LLC., and the Town of Vinton Virginia, for property 525 Tinker Avenue, Vinton, Virginia 24179, and further identified as Roanoke County Tax Map Number 060.15-01-16.00-0000 – Deputy Town Manager 3. Consider adoption of a Resolution authorizing the Town Manager to execute a Deed of Lease with the Virginia Department of Health, for a certain building located at 227 South Pollard Street in the Town of Vinton, Virginia. – Deputy Town Manager K. TOWN ATTORNEY L. TOWN MANAGER’S PROJECT UPDATES/COMMENTS M. COUNCIL AND MAYOR N. ADJOURNMENT NEXT COMMITTEE/TOWN COUNCIL MEETINGS AND TOWN EVENTS: September 3, 2024 – 5:15 p.m. – Town Council and Vinton Planning Commission Work Session – Council Chambers September 3, 2024 – 6:00 p.m. – Joint Council Meeting with Vinton Planning Commission – Council Chambers September 7, 2024 – 5:00 p.m. – Pink Warrior Walk – Vinton Farmers Market September 11, 2024 – 9:00 a.m. – Public Works Committee Meeting – PW Conference September 16, 2024 – 3:00 p.m. – Finance Committee Meeting – TOV Annex September 17, 2024 – 6:00 p.m. – Regular Council Meeting – Council Chambers NOTICE OF INTENT TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT. efforts will be made to provide assistance or special arrangements to qualified individuals with disabilities in order to participate in or attend Town Council meetings. Please call (540) 983-0607 at least 48 hours prior to the meeting date so that proper arrangements may be made. Meeting Date August 20, 2024 Department Town Clerk Issue Consider approval of the minutes of the Regular Meeting of July 16, 2024. Attachments July 16, 2024 minutes Recommendations Motion to approve minutes Town Council Agenda Summary 1 MINUTES OF A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD AT 6:00 P.M. ON TUESDAY, JULY 16, 2024, IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA MEMBERS PRESENT: Bradley E. Grose, Mayor Michael W. Stovall, Vice Mayor Keith N. Liles Sabrina M. McCarty Laurie J. Mullins STAFF PRESENT: Richard Peters, Town Manager Cody Sexton, Deputy Town Manager Antonia Arias-Magallon, Town Clerk/Administrative Manager Andrew Keen, Finance Director/Treasurer Fabricio Drumond, Police Chief Nathan McClung, Assistant Planning and Zoning Director Jeremy Carroll, Town Attorney Mayor Grose called the meeting to order at 6:00 p.m. The Town Clerk called the roll with Council Member Liles, Council Member McCarty, Council Member Mullins, Vice Mayor Stovall, and Mayor Grose present. After a Moment of Silence, Council Member Liles l Flag. announcements, and Council Activities, Council Member McCarty announced the following: July 27 – Mingle at the Market with Five Dollar Shake from 7 Market; August 5 – Blood Drive at the Vinton War Memorial from 10 a.m. to 2 p.m.; August 6 – Memorial; September 2 – Town offices closed in observance of Labor Day; and September 7 – Vinton Pink Warrior Walk at the Vinton Farmers Market at 5 p.m. Council Member McCarty encouraged everyone to visit the entertainment venues social media and website for more information. Council Member Mullins following Council activities: July 4, Mayor Grose attended the Four on the Fourth Race; July 4 – Council Member Liles and Mayor Grose attended the Fourth of July Celebration at the Vinton War 2 and Council Member Mullins attended the Public Works Committee meeting; July 10 – Council attended the Pink Warrior Walk meeting; July 15 – Vice Mayor Stovall attended a Roundtable Discussion with Senator Ben Cline; July 16 – Council Member Liles, Council Member McCarty, Council Member Mullins, and Vice Mayor Stovall attended the RVTV tour with leadership staff. Council Member Liles made a motion to approve the Consent Agenda as presented; the motion was seconded by McCarty all members voting: Vote 5-0; Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None. 2, 2024 Under citizen's comments and petitions, Mayor Grose made a statement regarding the recent property acquisition at 935 3rd Street, has listed its business as women’s healthcare. It performed at this clinic. Mayor Grose stated that the Town of Vinton did not recruit this business and was not perform abortions at this site until recently. Mayor Grose stated that he Council could from proceeding with its plans. Given the recent United States Supreme Court ruling, abortion is an issue of state law and is legal in the state of comments. Philip Road, Roanoke, Virginia 24019, and representative of Love Life Church made comments on his opposition to the clinic being in the Town. Adam Triplett, resident of 4043 Mockingbird Hill Road, Roanoke Virginia 24013 made comments on his opposition to the clinic being in Town. Ann Russell, resident of 342 Stonebridge Drive, Vinton, Virginia 24179 Blue Ridge Women's Center made comments on her opposition to the clinic being in the Town. 3 Travis Hilton, 6405 Monet Drive, Roanoke, Virginia 24018 made comments on his opposition to the clinic being in the Town. Joe Pigford, Salem Virginia 24153, and Love Life Church, made comment opposition to the clinic being in the Town. Council expressed appreciation for the citizen's comments and coming to the meeting. The next item on the agenda was the consideration of public comments concerning the market use, located at 301 South Pollard Street, 060.15-07-40.00-0000 & 060.15-07-41.00-0000, zoned CB Central Business District. Mayor Grose opened the Public Hearing at 6:22 p.m. Mr. McClung commented that Annette Patterson with the Advancement Foundation requested a Special Use Permit. staff report attached to the agenda package that mentioned two conditions that are attached to the approval. One condition is that the use shall only be permitted in the footprint of the structure. The second condition is that all activities should happen inside the structure. Annette Patterson and Brandon Hall, Operator of the Farm Shoppe the Town Clerks office as part of the permanent record. Ms. Patterson and Mr. Hall reviewed the plans for the Farm Shoppe and what to expect. Hearing no comments, Mayor Grose closed the Public Hearing at 6:33 p.m. Vice Mayor Stovall made a motion to approve the Ordinance authorizing a Special Use Permit (SUP) for a proposed flea market use, located at Virginia, tax map numbers 060.15-07-40.00- 0000 & 060.15-07-41.00-0000, zoned CB Central Business District Council Member Mullins Public Hearing Opened Public Hearing Closed Approval of Ordinance No. 1057 Special Use Permit (SUP) for a market use, located at 301 South Pollard Street, Suite A, Vinton, Virginia, tax map numbers 060.15- 07-40.00-0000 & 060.15-07-41.00- CB Central Business District 4 Vote 5-0; Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None. The next item on the agenda was the consideration of public comments concerning an Vinton Zoning Ordinance. Mayor Grose opened the Public Hearing at 6:34 p.m. amendments would financial institution to obtain a special use permit in the GB General Business District, and allow for a personal service business use to be permitted by right in the R-B Residential- standards for vehicle storage or impound lots in Article V (Supplemental Regulations); amend the pools, tennis, or pickleball courts, ame maximum motor vehicle parking requirements in Article VI (Development Standards); and amend (Definitions). The staff report from the meeting is available at the Town Clerk’s office as part of the permanent record. Hearing no comments, Mayor Grose closed the Public Hearing at 6:36 p.m. Council Member Liles approve the proposed amendments to the Vinton Zoning Ordinance; the motion was seconded by Council Member McCarty following roll call vote, w Vote 5-0; Yeas (5) – Stovall, Grose; Nays (0) – None. Public Hearing Opened Public Hearing Closed Approval of Ordinance No. 1058 proposed amendments Ordinance Under items requiring action under the agenda, there was a motion to consider the adoption of a Resolution Manager to file an application for the allocation of Bypass Road (Rt. 24). 5 Mr. McClung commented that this Resolution is to authorize the Town Manager to file a grant application for the conversion of the intersection of Washington Avenue and Bypass Road. This conversion would change the roundabout. This application is due August 1, 2024, and the Town will be notified next year if the Town is awarded the grant. The Town would no 2031 if awarded the grant. Council Member Liles approve authorizing the Town Manager to file an (Rt. 24); the motion was seconded by McCarty, members voting: Vote 5-0; Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None. Approved Resolution No. 2605 allocation of Virginia Department of Transportation (VDOT) SMART SCALE funds for the Roundabout Project at Washington Avenue (Rt. 24) and Bypass Road (Rt. 24). Manager Sexton commented on the July 10, 2024, Public Works Committee meeting. Mr. Sexton commented that the replacement project is going well. A second set of signs have been delivered. paving process been completed. intersections at Avenue arrived and are The demolition of the flood mitigation properties has been completed. Niagara completed and reopened. The Town received an engineer's South Pollard Street and Jefferson Avenue. The Town is reviewing options for this project. The Town went out to bid and awarded Superior for the fall paving schedule. regarding a one-way street at Lynn Haven Circle. After residents on Lynn Haven Cir decided to not move forward with the one-way street. Mr. Peters commented that there was a proposal from a property owner downtown to develop an area downtown. Mr. Peters will investigate the options of that and will bring it forward when he has more of an idea. Mr. Peters commented on 6 Municipal Building and recommended that the Town inquire about a request for proposals and see what that property could be used for. Council commented on the Fourth of July. Mr. Sexton commented that the number of people at the War Memorial was estimated at 5,000 people. The next item on the agenda was a request to convene in Closed Meeting, Pursuant to § 2.2- 3711 (A) (8 amended, for the purpose of consultation with the Town Attorney. Council Member Liles convene seconded by Council Member Mullins and voting: Vote 5-0; Yeas (5) – Mullins, Stovall, Grose; Nays (0) – None. Council Convened in closed session at 6:55 p.m. At 7:50 and the Certification that the Closed Meeting was held in accordance with State Code requirements was approved on a motion by Liles; seconded by Vice Mayor Stovall and carried by the members voting: Vote 5-0; Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None. Council Member Liles made a motion, for the public necessity convenience, general welfare, and good zoning practice, to adopt a Resolution Planning Commission to modify the requirements under the Town’s Zoning Ordinance; the motion carried by the fol voting: Vote 5-0; Yeas (5) – Mullins, Stovall, Grose; Nays (0) – None. Certificate of Closed Meeting Approved Resolution No. 2606 process with Town staff approvals for medical and dental facilities under the Town’s Zoning Ordinance Council Member Liles made a motion to adjourn the by Council Member McCarty and carried by the 7 Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None. Meeting adjourned APPROVED: _________________________________ Bradley E. Grose, Mayor ATTEST: _________________________________ Antonia Arias-Magallon, Town Clerk Meeting Date August 20, 2024 Department Public Works Issue Introduction of Dillon Hambrick, Joshua Stultz, and Darick Welch to Town Council. Summary Bo Herndon will introduce the new staff members. Attachments None Recommendations No Action Required Town Council Agenda Summary Meeting Date August 20, 2024 Department Finance Issue Finance Committee Summary The Finance Committee met on August 19, 2024, and the following items were discussed at the meeting: a. April and May 2024 Financial Statements b. June and July 2024 Financial Statements c. Hotel d. Performance Agreements Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date August 20, 2024 Department Planning and Zoning Issue Community Development Committee Summary The Community Development Committee met on August 14, 2024, and the following items were discussed at the meeting: a. Community Meetings – Vinton District Supervisor Tammy Shepherd b. PFG Traffic Signal c. West Lee Avenue Project d. Jackson/Walnut Property (Former Steve’s Garage) RFP e. Thrasher Stormwater Improvement Project – Bid f. Brownfield Grant Updates g. Medical/Dental Clinic Uses & Hospital Ordinance Updates (SUP) & Sept. 3 Work Session h. A&E On-Call Contract Update i. Community Park Update j. Crosswalk Projects (Gus Nicks Blvd. & Hardy Road) Project Completion k. Glade Creek Greenway Phase 2B Update l. Vinton 2050 Comprehensive Plan Update & Oct. 1st Work Session m. Pink Warrior Walk Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date August 20, 2024 Department Planning and Zoning Issue Briefing on proposed amendments to the Vinton Zoning Ordinance. Summary The proposed amendments would require medical and dental clinic uses to obtain a special use permit in the R-B Residential-Business District, GB General Business District, CB Central Business District, M-1 Limited Industrial District, M-2 General Industrial District, PD Planned Unit Development District, and MUD Mixed-Use Development District, and it would require hospitals to obtain a special use permit in the GB General Business, M-1 Limited Industrial District, and M-2 General Industrial District. Joint Planning Commission and Town Council public hearings are to be held on Tuesday, September 3, 2024, at 6:00 p.m., or as soon thereafter as the matter may be heard, in the Council Chambers of the Vinton Municipal Building, 311 South Pollard Street, Vinton, Virginia. The Planning Commission and Town Council will also hold a joint work session on September 3rd, at 5:15 p.m., prior to the public hearing. Attachments Staff Report Recommendations No action required Town Council Agenda Summary 1 Town of Vinton Planning and Zoning Proposed Zoning Ordinance Amendments INTRODUCTION TO PROPOSED AMENDMENTS The proposed amendments would require medical and dental clinic uses to obtain a special use permit in the R-B Residential-Business District, GB General Business District, CB Central Business District, M-1 Limited Industrial District, M-2 General Industrial District, PD Planned Unit Development District, and MUD Mixed-Use Development District, and it would require hospitals to obtain a special use permit in the GB General Business, M-1 Limited Industrial District, and M-2 General Industrial District. The specific code sections proposed to be amended include Appendix B, Zoning, Article IV, District Regulations, Division 2, Multiple Purpose Districts, Section 4-5; Division 4, Planned Unit Development Districts, Section 4-11, and Division 5, Mixed-Use Development (MUD) District, Sec. 4-18 of the Vinton Town Code. SIX PRINCIPLES CONCERNING SPECIAL USE PERMITS • Special use permits are legislative in nature. • Uses allowed by special use permit are considered to have a potentially greater impact than those allowed as a matter of right. • Special use permits must be evaluated under reasonable standards, based on zoning principles. • Impacts from special use permits are addressed through conditions. • Conditions must be reasonably related to the impacts to be addressed, and the extent of the conditions must be roughly proportional to the impacts. • Decisions by a governing body granting or denying special use permits are presumed correct and reviewed under the fairly debatable standard. JUSTIFICATIONS FOR THE PROPOSED AMENDMENTS The following section identifies the reasons and justification for implementing the proposed amendments that directly tie to factors enumerated in the Virginia Code: Virginia Code § 15.2-2200. Declaration of legislative intent “This chapter is intended to encourage localities to improve the public health, safety, convenience, and welfare of their citizens and to plan for the future development of communities to the end that transportation systems be carefully planned; that new community centers be developed with adequate highway, utility, health, educational, and recreational 2 facilities; that the need for mineral resources and the needs of agriculture, industry, and business be recognized in future growth; … that residential areas be provided with healthy surroundings for family life; that agricultural and forestall land be preserved; and that the growth of the community be consonant with the efficient and economical use of public funds.” 1. Recognize the needs of agriculture, industry, and business in future growth. 2. Provide residential areas with healthy surroundings for family life. 3. Provide for growth that is consonant with the efficient and economical use of public funds. Virginia Code § 15.2-2283. Purpose of zoning ordinances “Zoning ordinances shall be for the general purpose of promoting the health, safety or general welfare of the public and of further accomplishing the objectives of § 15.2-2200. To these ends, such ordinances shall be designed to give reasonable consideration to each of the following purposes, where applicable: … (ii) to reduce or prevent congestion in the public streets; (iii) to facilitate the creation of a convenient, attractive and harmonious community; (iv) to facilitate the provision of adequate police and fire protection, disaster evacuation, civil defense, transportation, water, sewerage, flood protection, schools, parks, forests, playgrounds, recreational facilities, airports and other public requirements… (vi) to protect against one or more of the following: overcrowding of land, undue density of population in relation to the community facilities existing or available, obstruction of light and air, danger and congestion in travel and transportation, or loss of life, health, or property from fire, flood, impounding structure failure, panic or other dangers; (vii) to encourage economic development activities that provide desirable employment and enlarge the tax base…” 4. Reduction or prevention of congestion in the public streets. 5. Facilitation of the creation of a convenient, attractive and harmonious community. 6. Facilitating of the provision of adequate services. 7. Encouragement of economic development activities that provide desirable employment and enlarge the tax base. Virginia Code § 15.2-2284. Matters to be considered in drawing and applying zoning ordinances and districts “Zoning ordinances and districts shall be drawn and applied with reasonable consideration for the existing use and character of property, the comprehensive plan, the suitability of property for various uses, the trends of growth or change, the current and future requirements of the community as to land for various purposes as determined by population and economic studies and other studies, the transportation requirements of the community, the requirements for airports, housing, schools, parks, playgrounds, recreation areas and other public services, the conservation of natural resources, the preservation of flood plains, the protection of life and property from impounding structure failures, the preservation of agricultural and forestal land, the conservation of properties and their values and the encouragement of the most appropriate use of land throughout the locality.” 3 8. Factors to be considered in drawling and applying zoning ordinances and districts include: • The existing use and character of property. • The suitability of property for various uses. • The trends of growth or change. • The current and future requirements of the community as to land for various purposes. • The requirements for public services. • The conservation of properties and their values and the encouragement of the most appropriate uses of land throughout the Town. Sec. 8-27 of the Zoning Ordinance of the Vinton Town Code “Special use provisions are intended as a means for the town council, after review and recommendation by the planning commission, to authorize certain uses which, although generally appropriate in the district in which they are permitted, have potentially greater impacts on neighboring properties than uses which are permitted by right. The special use permit procedure provides the opportunity for the town council to review each proposed special use and impose such conditions as reasonably necessary to ensure the use will be compatible with the surrounding area and consistent with the purposes of this appendix.” 9. Consideration of impacts of a proposed use on neighboring properties in deciding whether to grant or deny a special use permit or to impose certain conditions upon an approved use. MEDICAL & DENTAL CLINIC USES , AND HOSPITALS (S PECIAL USE PERMIT REQUIREMENT RECOMMENDATION) Town staff find that using available property in Vinton for a medical or dental facility or a hospital could impact the needs of industry and business in future growth, the surroundings of residential areas, the efficient and economical use of public funds, congestion in the public streets, the creation of a convenient, attractive and harmonious community, the provision of adequate services, economic development activities that would result in desirable employment and an enlarged tax base, and neighboring properties of the proposed use. With these factors considered, we recommend the change in the Zoning Ordinance to no longer permit medical and dental facilities and hospitals as a matter of right within the Town but, instead, to require such uses to undergo the special use permit process. The special use permit process will allow the Planning Commission and Town Council to evaluate, among other factors, the existing use and character of the property proposed for use as a medical or dental facility or hospital, the suitability of the subject property for various other uses, the need for the proposed use in light of the trends of growth or change, the current and future requirements of the community as to land for various purposes, the impacts on public services, the conservation of properties and their values and the encouragement of the most appropriate uses of land throughout the Town, and the impact of the proposed use on neighbors. Meeting Date August 20, 2024 Department Planning and Zoning Issue Consider adoption of a Resolution approving the Term Contract for Architectural, Engineering, and Surveying Services and authorizing the Town Manager to execute and deliver contracts to selected firms. Summary The Town desires to procure on-call professional architectural, engineering, and surveying services in select disciplines through the utilization of term contracts. A Request for Proposals notice for qualified architectural and professional engineering firms to provide professional services on an “on-call” basis was advertised, and on June 17, 2024, the due date of the Request for Proposals, the Town received twenty-seven (27) proposals from qualified architectural and professional engineering firms. A committee comprised of Town staff reviewed submitted proposals from qualified firms in accordance with the evaluation and award criteria described within the Request for Proposals and recommend the awarding of contracts to the selected firms. Attachments 1) Request for Proposals Document 2) Contract 3) Resolution Recommendation Motion to adopt Resolution. Town Council Agenda Summary 1 TOWN OF VINTON, VIRGINIA CONTRACT # 2024-001-CP TERM CONTRACT FOR ARCHITECTURAL, ENGINEERING, AND SURVEYING SERVICES This Contract, made at Town of Vinton, Virginia, is dated _________, 2024, by and between the Town of Vinton, Virginia, a Virginia municipal corporation , with its address at 311 South Pollard Street, VA 24179 (“Town”), and ____________________________________, A Professional Corporation, a Virginia stock corporation with its address at ________________________________________("Firm"). W I T N E S S E T H: For and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: SECTION 1: THE FIRM’S SERVICES A. SCOPE OF SERVICES The Firm shall provide the professional services, including without limitation the preparation and delivery of required project documents, for the orderly development of project work as detailed in specific project work orders issued by the Town to the Firm. The professional services to be rendered by the Firm for the Town shall, in all instances, fall within the areas of service: (i) identified in the Town’s Request for Proposals, RFP # TOV-2024-001-CP (“RFP”), which is attached hereto as Attachment A; (ii) referenced in the Firm’s June 17, 2024, Proposal to the Town (“Proposal”), which is attached hereto as Attachment B, as an area of service in which the Firm has the requisite skills, experience, expertise, personnel, and licensing to provide such services; and (iii) contained in a project work order issued by the Town to the Firm under this Contract (each a “Work Order”). There is no guarantee that the Town will issue any Work Orders to the Firm under this Contract. B. ORDER OF PRECEDENCE Firm shall commence, carry on, and complete all services necessary for a project Work Order as more particularly set forth in: (i) the RFP, (ii) the Proposal, (iii) this Contract, and (iv) the Work Order; provided, however, that in the event of any conflict or inconsistency among the RFP, the Proposal, this Contract, and the Work Order, then the terms and conditions of the Work Order shall control over the terms and conditions of this Contract, which shall control over the terms and conditions of the RFP, which shall control over the terms and conditions of the Proposal.. C. STANDARDS OF PERFORMANCE The Firm shall perform the work and provide all professional services hereunder with the same degree of care and skill as is ordinarily exercised by members of the Firm’s profession on projects similar in type, size, scope, and complexity as the project referenced in the Work Order. The Firm also shall perform the work and provide all professional services hereunder in a sound, economical, and efficient manner, in strict compliance with the provisions hereof and all applicable laws, rules, and regulations. The Firm shall be liable to the Town for any damages, liabilities, costs, fines, or penalties resulting from the Firm’s failure to provide professional services to the degree required in this Contract. In accomplishing the tasks required under a Work Order, the Firm shall take reasonable professional efforts to ensure that the work involved is properly coordinated with any related work being carried on by the Town or by other Town employees, agents, contractors, or representatives. 2 D. WORK ORDER SCHEDULE 1. Unless otherwise provided in a Work Order, time is of the essence with regard to any project covered by a Work Order issued under this Contract and delays in the work on such project will significantly impact the feasibility and/or cost of the project. 2. The Firm will promptly commence furnishing services for a project once the Town issues the Firm a notice to proceed under a Work Order, and the Firm shall diligently and uninterruptedly work on the project until it is completed to the Town’s satisfaction. 3. Each Work Order shall have a delivery date and may have milestone dates that the Firm must meet. The Town reserves the right to establish, in a Work Order, liquidated damages for the Firm’s failure to meet milestones and completion dates. Liquidated damages shall not apply for delays caused by the Town or circumstances outside of the Firm’s reasonable control. E. PROJECT DELIVERABLES The Firm will timely and completely deliver to the Town electronic and paper copies of the final project work product as stated in the Work Order. The Firm also will timely and completely deliver to the Town all other documents and items required by this Contract including copies of all project calculations, details, certifications, cost estimates, survey notes, charts, reports, studies, sketches, maps, and other documentation (including electronic data) as may be reasonably required by the Town for the project. The Firm agrees that Town, Town’s representatives, and any approving federal, state, or local governmental agency, or any of their duly authorized representatives, shall have access to any such books, documents, papers, and records which are related to any project for which work is performed under this Contract, including for the purpose of conducting audits, examinations, excerpts, and transcriptions. All such records shall be maintained by the Firm and made available to the Town without restriction or limitation on their use at no additional charge or cost to the Town for at least 3 years after the Town has made final payment under a project Work Order and all other matters concerning any applicable grant are closed. F. ACCEPTANCE OF PROJECT DOCUMENTS Acceptance and approval of the Firm’s final Project documents, including any drawings, specifications, or other documents, by any the Town official, employee, or agent shall constitute only acknowledgement of review of such documents and shall not relieve the Firm of responsibility for any errors, omissions, or conflicts and no fee or compensation shall be paid to the Firm for the cost of rectifying any work required on account of such errors, omissions, or conflicts. G. TOWN TO PROVIDE The Town shall make available upon request to the Firm all technical data relevant to the Project that is reasonably available and in the Town’s possession, if any, including maps, surveys, environmental studies, and property descriptions. All such documents will be provided by the Town without any warranty or guarantee as to accuracy or completeness. The Firm will be solely responsible for any utilization or reliance upon such information. 3 SECTION 2: FIRM FEES The Firm shall charge the Town a fee for work under this Contract as follows: A. Through competitive negotiation, the parties have established an hourly fee schedule, by discipline, for classes of Firm personnel who will be performing services for any project pursuant to a Work Order issued under this Contract. The fee schedule is attached as Attachment C. These rates shall remain in effect for the Contract term. Escalation of rates is not permitted. If there is work required under a Work Order for which no fee has been agreed to under this Contract, then the parties shall negotiate in good faith to establish a fee prior to the issuance of a Work Order. B. The Firm will provide all services necessary to complete the project stated in a Work Order for a total not-to-exceed amount established by the parties at the time of the issuance of the Work Order, including, without limitation, reimbursable expenses. The not-to-exceed amount will be established on the basis of the parties’ reasonably anticipated man-hours to be performed on the project and the associated hourly rates for work required on the project in accordance with the fee schedule attached as Attachment C. Thereafter, the Town will pay the Firm, as the actual fee, the amount due given the actual hours worked by the Firm multiplied by the associated hourly rates given the discipline and class of the personnel performing the work; provided, however, the actual fee paid by the Town to the Firm for all services and deliverables under any Work Order shall not, under any circumstances, exceed the not-to-exceed amount established by the parties at the time of the issuance of the Work Order. The Firm acknowledges that payment up to the not-to-exceed fee amount is the maximum amount it will be compensated for all services and deliverables under the Work Order, without condition or limitation. C. Payment for the Firm’s services shall be subject to the Town’s approval of the services and deliverables provided by the Firm to the Town, in accordance with Section 3 below. D. The Firm will not begin work on a Work Order until the Town has issued a notice to proceed. The Town has the right to terminate and cancel this Contract or any Work Order issued under this Contract at any time, with or without cause, by providing written notice to the Firm at the address and as provided herein. In the event the Town terminates a Work Order or this Contract for cause and\or the Firm defaults in its performance of any of the terms, conditions, or agreements contained in a Work Order or this Contract, and Town places the enforcement of all or part of this Contract in the hands of an attorney, including, without limitation, the filing of suit, the Firm will pay all of the Town’s reasonable attorney’s fees and costs related to any such proceeding and all costs and charges incurred by the Town, together with the cost of completing the Project, which may be deducted from monies due or which may become due the Firm. If the termination of a Work Order or this Contract is without cause, then the Town will compensate the Firm for work performed through the date of cancellation as provide in Section 5(B) below. SECTION 3: PAYMENT FOR ARCHITECT\ENGINEER\SURVEYOR SERVICES The Town will only pay the Firm for work satisfactorily completed by Architect\Engineer\Surveyor and accepted by the Town, subject to the total maximum amount of compensation set forth above and subject to Section 5(E) below. Payments for services and deliverables shall be made monthly in proportion to the percentage of services satisfactorily performed, as determined in the sole discretion of Town. The Firm shall submit a monthly request for payment by the 10th day of each month for the preceding month’s services and deliverables. The payment requested shall be in proportion to the services satisfactorily completed and approved by the Town. The Town shall have the final decision with respect to the 4 proportion of the Project satisfactorily completed. A written progress report detailing work and percentage of the total Project completed, identified problems, and remaining work and remaining percentage of the total Project shall accompany each request for payment, if requested by the Town. Subject to and upon approval by Town, Town shall pay the invoice within 30 days of approval provided that the Firm has not been declared in default under this Contract. SECTION 4: SPECIAL CONDITIONS A. Each party binds itself, its principals, successors, executors, administrators, and assigns to perform all covenants and provisions of this Contract. Except as above noted, neither the Town nor the Firm shall assign or transfer its duties or obligations under this Contract without the prior written consent of the other Party hereto, which consent may be withheld at the discretion of either party. The Firm covenants and agrees that it will not use any subcontractors or other third parties in the performance of this Contract without the Town’s prior written approval. B. The term of this Contract shall be one year with up to three additional one year renewals. Contract renewals shall be at the discretion of the Town. Unless otherwise directed by the Town, the Firm shall complete any ongoing Work Orders notwithstanding the end of the term of this Contract. Nothing contained herein shall be construed to establish a period of limitation with respect to any obligation which the Firm might have under the Contract or the law of Virginia, including liability for errors and omissions. C. The Firm agrees that the work and services (which shall include, but not be limited to, the project report and any plans, drawings, and specifications required under a Work Order) that the Firm provides to the Town pursuant to this Contract shall comply with all applicable federal, state, and local laws, codes, and regulations. Furthermore, the Firm shall, in a timely manner, inform the Town in writing during the term of the Contract and until completion of the Firm’s services, about changes or modifications of all such laws, codes, or regulations that may affect or require modification or changes to any part of the project so that the Town will be able to determine if changes or modifications should be made to the project before completion. D. The Firm will provide the Town, and any approving federal, state, or local governmental agency, and grant or funding source, and any of their duly authorized representatives, access to any books, documents, papers, and records of the Firm which are pertinent to this project, Work Order, or this Contract, including, without limitation, for the purpose of making an audit, examinations, excerpts, copies, or transcriptions. E. The Firm shall, at its sole expense, obtain and maintain during the life of this Contract the insurance policies required by this Section. Any required insurance policies shall be effective prior to the beginning of any work or other performance by the Firm under this Contract. The following polices and coverage are required: 1. Commercial General Liability. Commercial General Liability insurance shall insure against all claims, loss, cost, damage, expense or liability from loss of life or damage or injury to persons or property arising out of the Firm's performance under this Contract and shall include Premises/Operations Liability, Products and Completed Operations Coverage, and Independent Contractor’s Liability or Owner’s and Contractor’s Protective Liability. The minimum limits of liability for this coverage shall be $1,000,000 per occurrence or $2,000,000 aggregate. Broad form Contractual Liability insurance shall include the indemnification obligation set forth in this Contract. 5 2. Workers' Compensation. Workers' Compensation insurance covering Firm's statutory obligations under the laws of the Commonwealth of Virginia and Employer's Liability insurance shall be maintained for all its employees engaged in work under this Contract with limits and benefits at least as required by statute. Minimum limits of liability for Employer's Liability shall be $500,000 bodily injury by accident each occurrence; $500,000 bodily injury by disease (policy limit); and $500,000 bodily injury by disease (each employee). With respect to Workers' Compensation coverage, the Firm's insurance company shall waive rights of subrogation against the Town, its officers, employees, agents, volunteers and representatives. 3. Automobile Liability. The minimum limit of liability for Automobile Liability Insurance shall be $1,000,000 combined single limit applicable to owned or non-owned vehicles used in the performance of any work under this Contract. 4. Professional Liability: Minimum limits of insurance coverage for Professional Liability shall be $1,000,000 per claim and $2,000,000 policy aggregate. 5. Umbrella Coverage. The insurance coverages and amounts set forth in subsections (1), (2), (3), and (4) of this Section may be met by an umbrella liability policy following the form of the underlying primary coverage in a minimum amount of $2,000,000. Should an umbrella liability insurance coverage policy be used, such coverage shall be accompanied by a certificate of endorsement stating that it applies to the specific policy numbers indicated for the insurance providing the coverages required by subsections (1), (2), (3), and (4), and it is further agreed that such statement shall be made a part of the certificate of insurance furnished by the Firm to the Town. 6. Evidence of Insurance. All insurance, with the exception of Professional Liability Insurance, shall be written on an occurrence basis. Professional Liability Insurance may be written on a claims-made basis. In addition, the following requirements shall be met: a) The Firm shall furnish the Town a certificate or certificates of insurance showing the type, amount, effective dates and date of expiration of the policies. Certificates of insurance shall include any insurance deductibles. b) The required certificate or certificates of insurance shall include substantially the following statement: "The insurance covered by this certificate shall not be canceled or materially altered, except after thirty (30) days written notice has been provided to the Town’s Town Manager." c) The required certificate or certificates of insurance, excluding those for Workers Compensation and Professional Liability, shall name the Town of Vinton, its officers, employees, agents, volunteers and representatives as additional insureds. d) Where waiver of subrogation is required with respect to any policy of insurance required under this Section, such waiver shall be specified on the certificate of insurance. e) Insurance coverage shall be in a form and with an insurance company approved by the Town which approval shall not be withheld unreasonably. Any insurance company providing coverage under this Contract shall be authorized to do business in the Commonwealth of Virginia. 6 7. Insurance Not to be Limit on Liability. The Firm covenants and agrees that the insurance coverages required under this Contract shall in no way be considered a limit or cap of any kind on any obligation or liability that the Firm may otherwise have, including, without limitation, liability under the indemnification provisions contained herein. G. To the extent permitted by applicable law, the Firm will defend, indemnify, and hold harmless the Town and its officers, agents, volunteers, and employees against any and all liability, losses, damages, claims, causes of action, suits of any nature, cost, and expenses, including reasonable attorney's fees, resulting from or arising out of the Firm’s or its agent’s and\or subcontractor’s negligent or willful errors, acts, or omissions on or near any of the Town's property or easements involved in any project or Work Order or arising out of or resulting from the Firm’s negligence or willfulness in providing any of the services or deliverables under this Contract, including, without limitation, fines and penalties, violations of federal, state, or local laws, or regulations promulgated thereunder, or any personal injury, wrongful death, or property damage claims of any type. H. While on the Town's property and in its performance of this Contract, the Firm or its agents and\or subcontractors shall not transport, dispose of, or release any hazardous substance, material, or waste, and the Firm shall comply with all federal, state, and local laws, rules, regulations, and ordinances controlling air, water, noise, solid wastes, and other pollution, and relating to the storage, transport, release, or disposal of hazardous materials, substances, or waste. Regardless of the Town's acquiescence, the Firm will defend, indemnify, and hold Town, its officers, agents, volunteers, and employees harmless from all costs, damages, liabilities, fines, or penalties, including attorney's fees, resulting from violation of this paragraph and agrees to reimburse Town for all costs and expenses incurred by Town in eliminating or remedying such violations. The Firm also will indemnify, defend, and hold the Town and its officers, agents, volunteers, and employees harmless from any and all costs, damages, expenses, attorney's fees and all penalties or civil judgments obtained against any of them as a result of the Firm’s or its agents and\or subcontractor’s use or release of any hazardous material, substance, or waste onto the ground or otherwise, or into the water or air from or upon or near the Town's property or easements. I. The provisions, requirements, and prohibitions as contained in Sections 2.2-4367 through 2.2- 4377 of the Code of Virginia (1950), as amended (Ethics in Public Contracting), pertaining to bidders, offerors, contractors, and subcontractors apply to this Contract and all Work Orders issued under this Contract. SECTION 5: SPECIAL PROVISIONS A. The Firm represents and warrants that the services and deliverable being provided under this Contract or any Work Order will not infringe on any United States or foreign patents, copyrights or other intellectual property rights, and that the Firm will have all requisite licenses and agreements from third parties for the provision of such services and deliverables. The Firm shall obtain and provide to the Town any and all rights, title, interests, licenses, copyrights, trademarks, and other intellectual property rights or interests in the services and deliverables to be provided to the Town as part of a project. The Firm warrants that the use of any designs, drawings, plans, specifications, instructions, materials, or information provided to the Town by the Firm shall not infringe upon any United States or foreign patents, copyrights, or other intellectual property rights. B. The Town, at any time, by written notice, may order the Firm to immediately stop work on a Work Order and\or may terminate this Contract, with or without cause, in whole or in part, at 7 any time. Upon receipt of such notice, the Firm shall immediately discontinue all services affected (unless the notice directs otherwise), and deliver to the Town all data (including electronic data), drawings, specifications, reports, project deliverables, estimates, summaries, and such other information and materials as may have been accumulated by the Firm in performing this the project order whether completed or in process (unless otherwise directed by the notice). 1. If the termination or stop work order is due to the failure of the Firm to fulfill any of its Contract obligations, the Town may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Firm shall be liable to the Town for any damages allowed by law, and upon demand of Town shall promptly pay the same to Town. 2. Should the Contract be terminated or work is stopped not due in any way to the fault of the Firm, the Firm shall only be entitled to compensation for services satisfactorily performed and deliverables actually delivered to the Town prior to the notice of termination or to stop work order as determined and approved by the Town and any applicable federal or state approving agency. No profit, overhead, or any other costs of any type, including, without limitation, reimbursables incurred after the date of such termination are allowed after the date of such notice of termination or stop work order. 3. The rights and remedies of the Town provided in this Section are in addition to any other rights and remedies provided by law or under this Contract and Town may pursue any and all such rights and remedies against the Firm as it deems appropriate. C. All documents, plans, specifications, diagrams, schematics, and other deliverables produced by the Firm for the Town under this Contract or any Work Order and all reports, studies, plans, drawings, specifications, designs, renderings and other documents which the Firm delivers to the Town pursuant to this Contract or an Work Order shall become and remain the exclusive property of the Town and shall be used exclusively for the benefit of the Town from the date of creation forward unless express written permission is given by the Town. The Firm shall not publish or disclose those reports, studies, plans or other documents to any entities or persons other than the Town and its representatives without the prior written consent of the Town. D. This Contract and all claims, disputes, and other matters relating to this Contract or any Work Order issued under this Contract shall be governed by the laws of the Commonwealth of Virginia, both as to interpretation and performance. Every action under or related to this Contract or any Work Order issued under this Contract shall be brought in a Virginia court of competent jurisdiction in the Roanoke County, Virginia, or in the United States District Court for the Western District of Virginia in Roanoke, Virginia, and not elsewhere and the Firm submits itself to such jurisdiction. E. The Firm agrees that no payment, final or otherwise, nor partial or entire use or acceptance of any project under any Work Order by the Town shall be an acceptance of any professional services not in accordance with the Contract, nor shall the same relieve the Firm of any responsibility for any errors, acts, or omissions in connection with the project or operate to release the Firm from any obligation under this Contract or a Work Order. F. The Firm shall be fully responsible to the Town for all errors, acts and omissions of all succeeding tiers of subcontractors and agents, if any, performing or furnishing any of the work just as the Firm is responsible for its own acts and omissions. G. During the performance of this Contract, the Firm agrees as follows: 8 1. The Firm will not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, marital status, pregnancy, childbirth or related medical conditions, military or veteran’s status, genetic information, 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 Firm. The Firm agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 2. The Firm, in all solicitations or advertisements for employees placed by or on behalf of the Firm, will state that the Firm is an equal employment opportunity employer. 3. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. 4. The Firm will include the provisions of the foregoing Subsections (1, 2, and 3) in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. H. The Town’s waiver or failure to enforce or require performance of any term or condition of this Contract or the Town's waiver of any particular breach of this Contract by the Firm extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of this Contract or a waiver of any other breaches of the Contract by the Firm and does not bar the Town from requiring the Firm to comply with all the terms and conditions of the Contract and does not bar the Town from asserting any and all rights and/or remedies it has or might have against the Firm under this Contract or by law. I. If any provision of this Contract, a Work Order, or the application of any provision of either to a particular entity or circumstance, shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Contract and Work Order shall not be affected and all other terms and conditions of the Contract and the Work Order shall be valid and enforceable to the fullest extent permitted by law. J. (1) During the performance of this Contract, the Firm will (i) provide a drug-free workplace for the Firm 's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Firm’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Firm that the Firm maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor. (2) For the purpose of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the Contract. K. Pursuant to Virginia Code Section 2.2 - 4343.1, be advised that the Town of Vinton does not discriminate against faith-based organizations. 9 L. (1) The Firm is liable for the entire amount owed to any subcontractor with which it contracts. However, the Firm shall not be liable for amounts otherwise reducible due to the subcontractor’s noncompliance with the terms of the subcontract. Payment by the Town to the Firm shall not be a condition of the Firm’s payment to a subcontractor. The Firm shall take one of the two following actions within seven days after receipt of amounts paid to the Firm by the Town for work performed by any subcontractor under this Contract: a. Pay the subcontractor for the proportionate share of the total payment received from the Town attributable to work performed by the subcontractor under the contract; or, b. Notify the Town and the subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment. (2) The Firmshall pay interest to any subcontractor on all amounts owed by the Firm that remain unpaid after seven days following receipt of payment from the Town for work performed by the subcontractor under the Contract, except for amounts withheld as allowed under paragraph 1 above. Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of 1% per month. The Firm’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Town. (3) The Firm shall include in its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor. (4) Prior to receiving any payments under this Contract, if the Firm is an individual, the Firm shall provide their social security number to the Owner and if the Firm is a proprietorship, partnership, or corporation, the Firm shall provide its federal employer identification number to the Town. (5) The Firm will defend, indemnify, and hold the Town harmless for any lawful claims resulting from failure of the Firm to make prompt payments to all persons supplying him equipment, labor, tools, or material in prosecution and completion of the work under this Contract. In the event of such claims, the Town may, after providing written notice to the Firm, withhold from any progress and/or final payment the unpaid sum of money deemed sufficient to pay all lawful claims and associated costs in connection with the Contract. M. Contractual claims, whether for money or for other relief, shall be submitted, in writing, no later than sixty (60) days after final payment; however, written notice of the Firm’s intention to file such claim must be given within seven (7) days of the time of the occurrence or beginning of the work upon which the claim is based. Such notice is a condition precedent to the assertion of any such claim by the Firm. In reviewing the claim, Town may request any additional information or documentation from the Firm or other parties any may utilize appropriate assistance from other sources. In the first instance, claims shall be submitted in writing to the Town’s Capital Projects Director. The Capital Projects Director shall issue a written decision to the Firm within 30 calendar days from the later of: (i) receipt of the written claim; or, (ii) receipt of any additional information requested from the Firm. If the Firm is not satisfied with the decision or resolution by the Capital Projects Director, the Firm may file a formal, written dispute with the Town Manager, with a copy to the Capital Projects Director, which claim shall be received within 30 calendar days of the date of the decision of the Capital Projects Director. A written decision upon any such claims will be 10 made by the Town Manager or his designee (hereafter Town Manager) within thirty (30) days after the later of: (i) receipt of the written claim; or, (ii) receipt of any additional information requested from the Firm. Failure of the Town to render a decision within the time period provided by statute shall not result in the Firm being awarded the relief claimed nor shall it result in any other relief or penalty. The sole result of the Town’s failure to render a decision within the time period shall be the Firm’s right to institute legal action. No administrative appeals procedure pursuant to Section 2.2-4365, of the Virginia Code, has been established for contractual claims under this Contract. N. The Firm does not and shall not during the performance of any work under this Contract knowingly employ any unauthorized aliens as defined in the Federal Immigration Reform and Control Act of 1986. O. Pursuant to 2.2-4311.2 of the Code of Virginia (1950), as amended, if the Firm is organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered limited liability partnership, the Firm shall provide documentation acceptable to Town establishing that Firm is authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia (1950), as amended, or as otherwise provided by law. The Firm shall not allow its existence to lapse or its certificate of authority to be revoked or cancelled at any time during the term of this contract. The Town may void this Contract if Firm fails to remain in compliance with the provisions of this section. P. All notices which may be proper or necessary to be served and payments to be made hereunder may be sent by regular mail, postage prepaid, to the following addresses or to such other addresses as either party may hereafter designate for such purpose in writing: To the Town: Jamie Hurt Capital Projects Director 311 S. Pollard St. Vinton, Virginia 24179 To the Firm: Q. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF REVENUE, BUSINESS INTERRUPTION, COST OF REPAIR OR REPLACEMENT SERVICES (INCLUDING THE COST OF LABOR AND MATERIALS), OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES RESULTING FROM ANY CLAIM (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY) RELATED TO OR ARISING OUT OF THIS CONTRACT, NO MATTER THE FORM OF THE CLAIM AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. R. It is the intent and understanding of the Parties to this Contract that each and every provision of law required to be inserted in this Contract shall be and is inserted herein. Furthermore, if 11 through mistakes and otherwise, any such provision is not inserted in correct form, then this Contract shall upon application of either Party, be amended by such insertion so as to comply strictly with the law and without prejudice to the rights of either Party. S. The parties hereto are independent contractors and are not agents, partners, or joint venturers. Neither party shall have the ability to bind the other to any contract with a third party and neither party shall hold itself out to any third party as having the right to bind the other party to any contract. T. This Contract constitutes the entire agreement between the Firm and the Town concerning term contracting for architectural, engineering, and surveying services, and it may be amended only by written instrument signed by both the Firm and the Town. [SIGNATURES FOLLOW ON NEXT PAGE] 12 TOWN OF VINTON, VIRGINIA _______________________________________ BY: Richard W. Peters, Jr. ITS: Town Manager _____________________________________________________ _______________________________________ BY: _____________________ ITS: _____________________ Approved as to form: ______________________________________ Town Attorney REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 1 May 26, 2024 To: Interested Offerors Re: RFP # TOV-2024-001-CP – ARCHITECTURAL AND PROFESSIONAL ENGINEERING TERM CONTRACTS The Town of Vinton, VA is soliciting proposals from qualified architectural and professional engineering firms to provide professional services on an “on-call” basis. The Town of Vinton intends to select firms from various disciplines to provide on-call services on projects that require similar experience and expertise, as outlined in the attached Request for Proposals. Competitive negotiation procedures for professional services as outlined in the Virginia Public Procurement Act will be followed to enter into one-year term contracts with the selected firms. The contracts may be renewed, at the discretion of the Town, for up to three (3) successive one-year terms. Sealed proposals will be received in the Planning & Zoning Department until 2:00 p.m. on June 17, 2024, at which time the receipt of offers will close. Submit an original and three (3) copies of completed proposals, signed Non-Collusion Statement, Virginia State Corporation Commission (SCC) Identification Number (Item S in RFP General Terms & Conditions), and any other supporting documents to the address below: Town of Vinton Planning & Zoning Department 311 S. Pollard St. Vinton, VA 24179 RFP # TOV-2024-001-CP –ARCHITECTURAL AND PROFESSIONAL ENGINEERING AND PROFESSIONAL ENGINEERING TERM CONTRACTS The Town of Vinton reserves the right to accept or reject any or all proposals, to waive any informalities or irregularities, and to accept a proposal, which is deemed in its best interest. Sincerely Jamie L. Hurt Jamie L. Hurt Town of Vinton, VA Capital Projects Manager REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 2 I. Introduction The Town of Vinton is soliciting proposals from qualified architectural and professional firms to provide professional services on an “on-call” basis. The Town will select firms from the various disciplines to provide these on-call services on projects that require similar experience and expertise, as outlined in this following Request for Proposals. Competitive negotiation procedures for professional services as outlined in the Virginia Public Procurement Act will be followed to enter into one-year term contracts with the selected firms. The contracts may be renewed, at the discretion of the Town, for up to three (3) successive one-year terms. II. Background The Town desires to procure on-call architectural and professional engineering services in the following disciplines: site and building planning studies, site plan reviews, architectural design, interior design, landscape design, MEP systems design, environmental services, contract administration assistance, topographic surveys, boundary surveys, easement surveys, preparation of plats, construction phase services and contract administration, stormwater project design, and recreational facilities design. III. Scope A. Surveying services to be provided include necessary fieldwork, deed research, and preparation of plats and descriptions in accordance with laws and regulations. B. Engineering services to be provided include completion of final design, permitting, and contract administration of projects from bidding through completion. Past projects have included but are not limited to: • Planning, design, and construction phases of a Downtown public parking facility • Planning, design, and construction phases of a multi-generational park facility • Planning and construction design of a pedestrian improvement project in a historic neighborhood • Transportation improvement projects: conceptual drawings for grant applications, PE, CEI, and construction administration • Environmental site assessments • Commercial/industrial development feasibility analysis • Survey and platting • Roadway design • Structural design/assessment a town-owned facility REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 3 • Architectural design and conceptual planning documents • Mold & moisture assessment • Stormwater infrastructure improvement project design • Streambank restoration project design C. Offerors shall furnish all labor and resources necessary for the complete performance of the projects that ultimately are awarded under this term contract. Offerors must meet the below minimum requirements and shall perform and carry out in a satisfactory and professional manner, the following, but not be limited to: 1. In consultation with Town and County staff, develop the necessary plans, sketches, specifications and/or statements of work required to bid and construct construction or renovation projects in accordance with all local and state regulations. 2. Develop an estimate of probable costs of construction for each project on an as required basis. 3. Provide on an as required basis suggestions on the most cost effective means to get a project completed. 4. Provide, as requested, construction administration services. D. Selection of firms for specific projects shall be solely at the discretion of the Town, which shall utilize the criteria set forth herein. No promise is made or implied that firms chosen under this RFP will be selected to perform services on individual projects during the contract term. The Town reserves the right to determine which projects will be included under the term contract. The Town has established the following criteria for distributing projects among selected contractors during the contract term: (1) Expertise and experience commensurate to the project. (2) Order of ranking from initial proposals. (3) Current workload on agreements with the Town of Vinton. (4) If known, current workload on projects other than in the Town of Vinton. (5) Past performance on similar projects in the Town of Vinton. (6) Prices and fees as negotiated during the contractor selection process. IV. Evaluation and Award Criteria for a Term Contract Evaluation Criteria REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 4 In determining the firms to be fully qualified and best suited for the award of a term contract, the following factors will be considered: • The ability, capacity, skill, reputation and experience of the firm and assigned personnel to provide the services required; • Experience of the firm and assigned personnel working together on similar projects in Virginia, with an emphasis on experience in the town; • The ability of the firm to complete the work efficiently; • Demonstrated capacity to meet time schedules; • References pertaining to similar projects in which Offeror has provided like requirements within the last ten years including contact person, telephone number, e-mail address, and services provided; • Overall strength of proposal submitted by firm in specifically understanding and addressing the Town’s needs and objectives as expressed in the RFP; • The fair and reasonable price negotiated during competitive negotiations; and • Any other relevant information offered or discovered during the negotiation process. V. Selection Process A committee comprised of Town staff will review proposals, conduct interviews (if necessary) and recommend award of the Contract(s) to the Vinton Town Council in the form of a resolution. The Town shall engage in individual discussions with two or more Offerors deemed fully qualified, responsible, and suitable based on initial responses and with emphasis on professional competence, to provide the required services. Offerors shall be encouraged to elaborate on their qualifications or staff expertise pertinent to engineering and planning projects. Proprietary information from competing Offerors shall not be disclosed to the public or to competitors. The Town intends to rank proposals based on the types of disciplines in which the Town believes it will need services (i.e., general architectural, planning, engineering, construction inspection, surveying, building services (electrical, plumbing, mechanical engineering, civil engineering, etc.). After the ranking of the various disciplines, the Town will negotiate with Offerors in the order of their ranking to enter into a one-year term contract. During negotiations, the parties will establish the fair and reasonable price that will be used in determining the cost of each project. The Town reserves the right to enter into contracts with one or more Offerors for engineering and planning services, thus having one or more Offerors on-call. REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 5 Should the Town determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified and suitable than the others under consideration, a contract shall be negotiated and awarded to that Offeror. The Town reserves the right in its sole discretion to reject any and all proposals. On the basis of evaluation factors published in the Request for Proposals and all information developed in the procurement process to this point, the governing body shall select one or more firms to be retained under general architectural, surveying, and engineering services term contracts. Selection does not guarantee that the selected firms will be awarded a project contract during the contract period. VI. Submissions and Deadlines To be considered proposals shall contain all information relative to the factors given in Item IV, Evaluation Criteria. Proposals shall not contain estimates for costs of services. Each firm which wishes to submit a proposal in response to this Request for Proposals (RFP) must submit an original and three (3) copies of the proposal on or before 2:00 p.m. Monday, June 17, 2024, at which time receipt of proposals will close, to the Town of Vinton Planning & Zoning Department, 311 S. Pollard St., Room 105, Vinton, VA 24179. It is the responsibility of the offeror to inquire about and clarify any requirement of this RFP that is not understood. Inquiries should be in writing and directed to: Jamie Hurt Capital Projects Manager (540) 283-7023 jhurt@vintonva.gov The deadline for questions is end of day June 10, 2024. Upon delivery, each proposal will be subject to all applicable open records laws, including but not limited to the Virginia Freedom of Information Act, of the Commonwealth. Information deemed proprietary should be clearly marked as such. Regardless, the Town makes no assertions that it can or will hold such information in confidence. Firms submitting agree to hold the Town harmless if such information is released, knowingly or not. The Town of Vinton is an Equal Opportunity Employer and will not discriminate on the basis of race, creed, color, sex, national origin, age, handicap or familiar status. Local, minority and female owned firms are encouraged to participate. REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 6 GENERAL TERMS AND CONDITIONS The general conditions set forth herein apply for contractual services rendered to Town of Vinton. All Offerors are bound by these conditions. Further, these conditions and requirements become part of any contract awarded between the Town of Vinton and the successful Offeror. Any changes in the general conditions after the proposal is advertised will be official only when submitted in writing and signed by the Town Manager. Any and all changes will be made by addendum and all Offerors notified. All addenda issued will become a part of the proposal. Should an Offeror find discrepancies, ambiguities and require clarification, he/she should notify the Capital Projects Manager at least five days prior to the date set for opening of proposals. Pursuant to Article VIII, Division 1, Section 86-251 of the Vinton Town Code and section 58.1- 3703 of the Virginia Code, offerors located in the Town of Vinton are required to have a business license. Offerors located outside the Town of Vinton who work in the town are required to purchase a Town of Vinton business license when gross receipts from work inside the Town exceed $25,000 annually. Contact the Town of Vinton Finance Department for additional information on business licenses. Every bidder (or offeror) shall include in its bid (or proposal) the identification number issued to it by the State Corporation Commission confirming that it is organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50. If the bidder (or offeror) is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law, the bidder or (offeror) shall include in its bid (or proposal) a statement describing why the bidder (or offeror) is not required to be so authorized. Any bidder (or offeror) that fails to provide the required information shall not receive an award unless a waiver of this requirement is granted by the Town Manager. A. Proposal Procedures 1. The required number of copies of the proposal must be signed, sealed, and received at the Planning & Zoning Department, prior to the opening hour, with the proposal name and RFP# shown clearly on the face of the envelope. Proposals offered by telephone, facsimile or telegraph will not be accepted. Proposals delivered in person must be delivered to the Town of Vinton Planning & Zoning Department, 311 S. Pollard St., Room 105, Vinton, VA 24179. 2. In submitting a proposal, the Offeror signifies that he/she is fully informed as to the extent and character of the supplies, materials, equipment and services necessary to perform this proposal in accordance with all documents constituting the proposal and will comply satisfactorily with the proposal documents. REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 7 3. All information required by the solicitation must be supplied to constitute a responsive proposal. All information submitted including prices should be typed so as to insure legibility. However, the Offeror’s signature shall be handwritten in ink in order for the proposal to be considered. 4. The Offeror expressly warrants that the services proposed herein are not the result of an agreement or understanding expressed or implied with any other Offeror or Offerors. 5. In the case of a tie, preference shall be given to goods, services and construction products in Virginia or provided by Virginia persons, firms or corporations, if such a choice is available; otherwise the tie shall be decided by lot. 6. Any proposal submitted with corrections must have the corrections initialed by the person who signed the original proposal. No proposal changes will be permitted after the opening. The unit price will prevail in the event an error is made in computing totals. 7. The Town of Vinton requires that the proposal remain firm 90 days after the date of the closing. At the end of the 90 days the proposal may be withdrawn at the written request of the Offeror. If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled. 8. The Town is exempt from the payment of any federal excise or any Virginia sales tax. The price bid, if applicable, must be net, exclusive of taxes. Contractors located outside the Commonwealth of Virginia are advised that when materials are picked up by the Town at their place of business, they may charge and collect their own local/state sales tax. Materials used in the performance of construction contracts are subject to Virginia Sales/Use Tax as described in Section 630-10-27J of the Virginia Retail Sales and Use Tax Regulations. 9. Right is reserved to waive any and all informalities and to cancel or reject any and all proposals. 10. The successful Offeror shall not assign, transfer, convey, sublet, or otherwise dispose of the contract or his right, title, or interest therein, or his power to execute without written consent of the Town of Vinton. 11. Proposals will be received up to the appointed hour but Town officials reserve the right to take sufficient time to study the various proposals and then make the awards. Contracts will be awarded as promptly as possible after the closing date. 12. If proposals are submitted by Federal Express, UPS or other commercial carrier, the following address must be used: Town of Vinton Attn: Planning & Zoning Dept. 311 S. Pollard St. REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 8 Vinton, VA 24179 13. Offerors may be required under Title 54.1 Code of Virginia, if applicable, to show evidence of certificate of registration. 14. Failure to comply with conditions set forth herein may result in removal of an item(s) or total proposal from consideration. B. Anti-Discrimination By submitting their proposals, offerors certify to the Town of Vinton that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Human Rights Act, the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and section 2.2-4311 of the Virginia Public Procurement Act. If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient’s religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit. (Code of Virginia, sec. 2.2-4343.1). In every contract over $10,000 the provisions in 1. and 2. below apply: 1. During the performance of this contract, the contractor agrees as follows: A. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, natural origin or disabilities, except where religion, sex, or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor 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. 2. The contractor will include the provisions of the foregoing paragraphs A, B, and C in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor. REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 9 C. Payments 1. Billing will be directed to the Town of Vinton Finance Department, 311 South Pollard St., Vinton, VA 24179. Payment will be made after the receipt of a proper invoice. 2. Payment shall not preclude the Town of Vinton from making a claim for adjustment on any item later found not to have been in accordance with General Conditions and Specifications. D. Disputes Contractual claims, whether for money or other relief, shall be submitted in writing no later than 60 days after final payment; however, written notice of the contractor’s intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pendency of claims shall not delay payment of amounts agreed due in the final payments. E. Protest of Award or Decision to Award Any bidder or Offeror who desires to protest the award or decision to award a contract shall submit such protest in writing to the Planning & Zoning Department not later than ten days after the award or the announcement of the decision to award, whichever occurs first. No protest shall lie for a claim that the selected bidder or Offeror is not a responsible bidder or Offeror. The written protest shall include the basis for the protest and the relief sought. F. Proprietary Information Ownership of all proposal documentation submitted to the Town of Vinton shall belong exclusively to the Town. Proprietary information submitted by the offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the offeror must invoke the protections of section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or material is submitted. The written notice must specifically identify the data or materials to be protected including the section of the proposal in which it is contained and the page numbers, as well as, stating the reasons why protection is necessary. The proprietary or trade secret material within the proposal must be identified by some distinct method such as highlighting or underlining, and must indicate only the specific words, figures, or paragraphs that constitute proprietary information. In addition, a summary of proprietary information submitted shall be submitted on a separate form. The classification of an entire proposal document as proprietary is not acceptable, and will be rejected. G. Indemnification. Contractor agrees to indemnify, defend and hold harmless the Town, its officers, agents, and employees from any claims, damages and actions of any kind or nature, REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 10 whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature furnished by Contractor and/or arising from or caused by any services of any kind or nature furnished by Contractor. H. Insurance By signing and submitting a proposal under this solicitation, the offeror certifies that if awarded the contract, it will have the following insurance coverages at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with sec. 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The offeror further certifies that the contractor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. INSURANCE COVERAGES AND LIMITS REQUIRED: A. Worker’s Compensation – Statutory requirements and benefits. B. Employers Liability - $500,000 C. Commercial General Liability - $1,000,000 per Occurrence/$2,000,000 General Aggregate. Commercial General Liability is to include Premises/Operations Liability, Products and Completed Operations Coverage, and Independent Contractor’s Liability or Owner’s and Contractor’s Protective Liability. D. Automobile Liability - $1,000,000 – Combined single limit. (Only if motor vehicle is to be used in the contract.) E. The Town of Vinton must be named as an additional insured with respect to General Liability and Automobile Liability when requiring a Contractor to obtain Commercial General Liability coverage. I. Nondiscrimination of Contractors The Town does not discriminate against faith-based organizations in procurement. An offeror or contractor also shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, marital status, pregnancy, childbirth or related medical conditions, military or veteran’s status, genetic information, national origin, age, or disability. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the Town shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider. In accordance with the Public Procurement Act, the Town also encourages the utilization of Small, Women and Minority and Service Disabled Veteran Owned Businesses and Employment Services Organizations (SWaM) to participate in the performance of state funded contractor contracts. A list of Virginia Department of Small Business and Supplier Diversity (DSBSD) certified SWaM firms is maintained on the DSBSD web site REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 11 (http://www.sbsd.virginia.gov/) under the SWaM Vendor Directory link. Contractors are encouraged to take all reasonable steps to ensure that SWaM firms have the maximum opportunity to compete for and perform services on the contract, including participation in any subsequent supplemental contracts. If the contractor intends to subcontract a portion of the services on the project, the contractor is encouraged to seek out and consider SWaM firms as potential sub-contractors. The contractor is encouraged to contact SWaM firms to solicit their interest, capability, and qualifications. Any agreement between a contractor and a SWaM firm whereby the SWaM firm promises not to provide services to other contractors is prohibited. J. Drug Free Workplace In every contract over $10,000 the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. K. Immigration Reform and Control Act of 1986 By submitting their proposal, Offerors certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986. L. Debarment Status. By submitting their proposals, Offerors certify that they are not currently debarred by the Commonwealth of Virginia or any political subdivision thereof from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred. M. Antitrust. By entering into a contract, the Contractor conveys, sells, assigns, and transfers to the Town all REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 12 rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Town under said contract. O. Prompt Payment Act 1. To Subcontractors: a. A contractor is liable for the entire amount owed to any subcontractor with which it contracts. However, such contractor shall not be liable for amounts otherwise reducible due to the subcontractor’s noncompliance with the terms of the contract. However, if the Contractor awarded a contract under this solicitation is hereby obligated: (1) To pay the subcontractor(s) within seven (7) days of the Contractor’s receipt of payment from the Town for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or (2) To notify the department and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason. Payment by the party contracting with a contractor shall not be a condition precedent to payment to any lower-tier subcontractor, regardless of that contracting receiving payment for amounts owed to that contractor. b. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Town, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the prime contract. A Contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Town. P. Modifications to the Contract. Modifications can be made to the contract in any of the following ways: a. The parties may agree, in writing, to modify the scope of the contract. An increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract. REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 13 b. The Town may order changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of contract include, but are not limited to, things such as services to be performed, the method of delivery, and the place of delivery. The Contractor shall comply with the notice upon receipt. The Contractor shall be compensated for any additional costs incurred as a result of such order and shall give the Town a credit of any savings. Q. Default In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Town, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies with the Town may have. R. Use of Brand Names Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict Offerors to the specific brand, make or manufacturer names, but conveys the general style, type, character, and quality of the article desired. Any article which the Town, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The Offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature catalog cuts and technical detail to enable the Town to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Unless the Offeror clearly indicates in its proposal that the product offered is an equivalent product, such proposal will be considered to offer the brand name product referenced in the solicitation. S. Authorized To Transact Business Pursuant to Virginia Code Section 2.2-4311.2 (effective July 1, 2010) each bidder or offeror organized or authorized to transact business in the Commonwealth of Virginia pursuant to Title 13.1 or Title 50 of the Code of Virginia, (1950), as amended, or as otherwise required by law, is required to include in its bid or proposal its Virginia State Corporation Commission (SCC) Identification Number. Any bidder or offeror that is not required to be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. Please complete the following: REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 14 A._____ Bidder/Offeror is a Virginia business entity organized and authorized to transact business in Virginia and such bidder’s/offeror’s SCC Identification Number is ________________________. B._____ Bidder/Offeror is an out-of-state (foreign) business entity authorized to transact business in Virginia and such bidder’s/offeror’s SCC Identification Number is ________________________. C._____ Bidder/offeror does not have an Identification Number issued to it by the SCC and such bidder/offeror is not required to be authorized to transact business in Virginia by the SCC for the following reason(s): Please attach additional sheets of paper if you need more space to explain why such bidder/offeror is not required to be authorized to transact business in Virginia. REQUEST FOR PROPOSALS # TOV-2024-001-CP OPEN-END ARCHITECTURAL, ENGINEERING AND SURVEYING SERVICES 15 PROPOSAL REQUIREMENTS AND NON-COLLUSION STATEMENT Terms and Conditions: ALL enclosed General and Special Terms and Conditions shall apply to this Request for Proposals. Offerors are reminded to read and comply with all requirements of this solicitation. My signature certifies that the accompanying proposal is not the result of, or affected by, any unlawful act of collusion with another person or company engaged in the same line business or commerce, or any act of fraud punishable under the Virginia Governmental Frauds Act, sections 18.2-498.1 et seq. of the Code of Virginia, 1950, as amended. Furthermore, I understand that fraud and unlawful collusion are crimes under the Virginia Governmental Frauds Act, the laws against bid rigging (sections 59.1-68.6 et seq.), and the Virginia Antitrust Act(sections 59.1-9.1 et seq.), and Federal Laws regarding the same, and can result in fines, prison sentences, and civil damage awards. I hereby certify that I am authorized to sign, personally or as a Representative for the Firm: Name of Firm or Individual: ________________________________________ Address: _______________________________________________________ _______________________________________________________ _____________________________________ ____________________ Signature Date _____________________________________________________________ Printed Name and Title Telephone: ____________________ Fax: _______________________ FEI/FIN No.____________________ Email: ______________________ RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, AUGUST 20, 2024, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. WHEREAS, the Town desires to procure on-call professional architectural, engineering, and surveying services in select disciplines through the utilization of term contracts; and WHEREAS, a Request for Proposals notice for qualified architectural and professional engineering firms to provide professional services on an “on-call” basis was advertised on May 26, 2024; and WHEREAS, on June 17, 2024, the due date of the Request for Proposals, the Town received twenty- seven (27) proposals from qualified architectural and professional engineering firms; and WHEREAS, a committee comprised of Town staff reviewed the proposals in accordance with the evaluation and award criteria described within the Request for Proposals and recommend the awarding of term contracts to the selected firms; and WHEREAS, the contracts may be renewed, at the discretion of the Town, for up to three (3) successive one-year terms. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Term Contract for Architectural, Engineering, and Surveying Services is hereby approved in a form substantially similar to the one presented to Council and approved by the Town Attorney. 2. The Town Manager is hereby authorized, for and behalf of the Town, to execute and then deliver the Term Contracts for Architectural, Engineering, and Surveying Services in furtherance of the same. This Resolution adopted on motion made by Council Member , seconded by Council Member , with the following votes recorded: AYES: NAYS: APPROVED: ___________________________________ Bradley E. Grose, Mayor ATTEST: _____________________________ Antonia Arias-Magallon, Town Clerk 1 Meeting Date August 20, 2024 Department Administration Issue Consider adoption of a Resolution authorizing the Town Manager to execute a Purchase Agreement between Jimenez & Karki Properties, LLC., and the Town of Vinton Virginia, for property 525 Tinker Avenue, Vinton, Virginia 24179 and further identified as Roanoke County Tax Map Number 060.15-01-16.00-0000. Summary The Town of Vinton has negotiated the purchase agreement with Jimenez and Karki Properties, LLC. Jimenez and Karki Properties, LLC expressed a desire to sell certain real estate located in the County of Roanoke, Virginia, with an address of 525 Tinker Avenue, Vinton, Virginia 24179. The property is located within the floodway making it prone to possible property damage and physical harm to any future inhabitants. The Town of Vinton recommends Council authorize the purchase of this property and preserve it as green space. Attachments Purchase Agreement Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”) is made this ___ day of August, 2024, between JIMENEZ & KARKI PROPERTIES, LLC, a Virginia limited liability company, with its address at 930 Lenoir Lane, Hardy, Virginia 24101, (“Seller”) and the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation, with its address at 311 S. Pollard Street, Vinton, Virginia 24179 (“Purchaser”). RECITALS A. Seller is the owner in fee simple absolute of certain real property, together with all improvements thereon and all rights and appurtenances thereunto pertaining, located in the County of Roanoke, Virginia, with an address of 525 Tinker Avenue, Vinton, Virginia 24179, and further identified as Roanoke County Tax Map Number 060.15-01-16.00-0000 (the “Property”). B. Purchaser desires to purchase and Seller desires to sell the Property in accordance with the terms and conditions of this Agreement. C. These recitals are incorporated by this reference into this Agreement. NOW, THEREFORE, in consideration of the purchase price and the mutual covenants and conditions contained herein, the parties agree as follows: 1. SALE. Seller agrees to sell and Purchaser agrees to purchase the Property, together with all easements, rights and appurtenances thereto, all buildings and improvements now located thereon, and all of Seller's right, title and interest in all public ways adjoining same. 2. PRICE. The purchase price (the "Purchase Price") for the Property is EIGHTEEN THOUSAND and 00/100 DOLLARS ($18,000.00), which shall be paid at closing. 3. CONDITION OF PROPERTY. The parties acknowledge that the Property is located in a Federal Emergency Management Agency Flood Hazard Area. 4. CLOSING. Closing will take place at the offices of Purchaser’s attorneys, Spilman Thomas & Battle, PLLC, 310 First Street, Suite 1100, Roanoke, Virginia 24011, on or before October 1, 2024, or sooner if the conditions precedent to Closing are satisfied. 5. RIGHT OF ENTRY. Purchaser and Purchaser’s authorized representatives may, at any reasonable time, and after giving reasonable notice to Seller, enter upon the Property to investigate such matters as Purchaser deems material to the value of the Property and its suitability for Purchaser’s intended uses, which may include inspections, appraisals, surveys, including the establishment of survey lines and putting up markers and driving stubs and stakes, soil borings, environmental tests and reports, site analysis, engineering studies, and locating existing rights of way, easements and utilities. Purchaser will exercise this right of entry in such a way so as to not 2 cause unreasonable damage to the Property, and, in the event that the Property does not sell, pursuant to the terms of this Agreement, agrees to reasonably repair any damage caused to the Property resulting from Purchaser’s or Purchaser’s representative’s actions related to the investigation of the Property. 6. CONDITIONS. Purchaser's obligations are expressly conditioned upon the satisfaction of each of the following. If any one of the following conditions are not satisfied, in Purchaser’s sole and absolute discretion, before Closing, Purchaser may unilaterally terminate this Agreement. a. Receipt of a satisfactory title commitment, including matters of survey, with all unacceptable title exceptions, encumbrances and conditions, as determined by Purchaser, removed or cured at Seller's cost. b. All of the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects, and Seller shall have timely performed all of Seller’s obligations under this Agreement up to the Closing. c. Leases for any existing tenants being terminated and the tenants vacating the Property. d. The Purchaser obtaining at its expense an environmental “Phase I” report indicating the Property is free from any hazardous substances. 7. CONVEYANCE. a. Deed. Seller agrees to convey the Property to Purchaser by general warranty deed with modern English covenants of title, free and clear of all encumbrances, tenancies, and liens (for taxes or otherwise), except as may otherwise be provided in this Agreement, subject to applicable easements and restrictive covenants of record not adversely affecting the use of the Property for any purpose, or rendering title unmarketable. b. Defects. If a defect or non-permitted encumbrance is found to exist, which is of such character that it can be cured by legal action within a reasonable time not to exceed sixty (60) days, Seller will, at Seller's expense, promptly take such action as is necessary to cure the defect. If such defect cannot be cured within such time, Purchaser will have the option of terminating this Agreement, extending the time period to permit Seller to cure the defect, or waiving the defect and proceeding to Closing. c. Possession. Possession of the Property shall be given to Purchaser at Closing, except that Purchaser shall have access to the Property for the purposes specified in Paragraph 5. 3 d. Closing Costs. Except as otherwise set forth in this Agreement, Seller shall pay any grantor’s tax, its own attorney’s fees, and other costs normally paid by a seller in similar transactions. Purchaser will pay the cost of preparing the deed, all other costs and taxes in connection with recordation of the deed, its own attorney’s fees, and other costs normally paid by a purchaser in similar transactions. e. Prorations. All rents, interest, taxes, insurance premiums, utility bills, fuel oil, and other items of income or expense for the Property, shall be prorated as of the date of Closing. 8. SELLER’S AND PURCHASER’S DOCUMENTATION. To the extent that any of the following items exist and are in the possession of the Seller and can be located through a reasonable search, Seller agrees to furnish to Purchaser, within ten (10) days from the date hereof, any and all surveys, topographical maps, title reports, leases and amendments thereto, environmental assessments, and any notices or correspondence received from a local, state or federal governmental body or agency, related to the environmental condition of the Property. (the “Inspection Documents”). 9. REPRESENTATIONS AND WARRANTIES BY SELLER. Seller represents and warrants as of the date hereof and as of Closing that: a. Seller is the sole owner of the Property and has the right, title and authority to enter into this Agreement and to perform its obligations hereunder; b. the entry and performance of this Agreement by Seller will not breach any agreement with any other party or create a violation of any applicable law, rule or regulation; c. to the best of Seller's knowledge, the Property and all structures and operations on the Property fully comply with all applicable federal, state and local environmental laws, rules, regulations, and requirements; d. no hazardous substance, petroleum substance or product, asbestos, asbestos containing material, or polychlorinated biphenyls (PCBs) as these terms are defined in any applicable local, state or federal environmental laws (hereafter, “Hazardous Substance,” “Petroleum Substance,” and “Petroleum Product”) are being manufactured, treated, stored, sold or disposed on or, to the best of Seller’s knowledge, adjacent to the Property; e. Seller has no knowledge of or reason to believe there exists on the Property or any adjacent property any contamination of the soil, surface water, groundwater, or any storage tank or other structure on or under the Property or any parcel adjacent to the Property; 4 f. Seller has no knowledge of any past or present administrative proceedings, past or present litigation, or any notices, claims or assertions of a violation of any environmental, health or safety law or regulation affecting the Property; g. there are no existing boundary, water or drainage disputes of which the Seller has any knowledge; h. there are no actual or threatened actions or proceedings against the Seller to condemn all or any part of the Property; and i. there are no leases encumbering the Property. 10. REPRESENTATIONS AND WARRANTIES BY PURCHASER. The Purchaser represents and warrants to Seller that the Purchaser has the financial ability and authority to purchase the Property and satisfy all other obligations under this Agreement. 11. INDEMNITY. Seller shall indemnify, defend and hold Purchaser harmless from all claims, actions, suits, demands and liabilities whatsoever, including reasonable attorney’s fees and costs, arising from or related to the ownership and use of the Property prior to Closing or if any Representation or Warranty made by Seller is untrue. 12. CONDEMNATION. In the event Seller or Purchaser become aware that the Property or any part thereof is or will become the subject of a condemnation proceeding, whether for public or quasi-public use, such party shall immediately give notice to the other of such proceeding. Upon the giving or receipt of such notice, Purchaser shall have the option, by giving written notice to Seller within thirty (30) days following receipt of such notice of a condemnation proceeding: a. to take title in accordance with the terms and conditions of this Agreement, and negotiate with the condemning authority for the condemnation award and receive its benefits; or b. to permit Seller to negotiate with the condemning authority and receive the condemnation award, in which event Purchaser shall take title to the remaining Property in accordance with the terms and conditions of this Agreement and the Purchase Price hereunder shall be reduced by the amount received or receivable by Seller as compensation for that portion of the Property so taken; or c. to terminate this Agreement. 13. NOTICES. All notices to the parties hereto shall be delivered by hand or via certified mail return receipt requested, via overnight express delivery, or via facsimile and shall be deemed effective upon delivery if by hand and upon confirmation of receipt thereof by other means, to the following address until such address is changed by notice in writing to the other party: 5 Purchaser: Town of Vinton, Virginia 311 South Pollard Street Vinton, VA 24179 Attn: Town Manager With a copy to: Jeremy E. Carroll Spilman Thomas & Battle, PLLC 310 First Street, Suite 1100 Roanoke, VA 24011 Seller: Jimenez & Karki Properties, LLC 930 Lenoir Lane Hardy, Virginia 24101 Attn: ___________________________ With a copy to: ___________________________ ___________________________ ___________________________ 14. RISK OF LOSS. All risk of loss or damage to the Property by fire, windstorm, casualty, or other cause is assumed by Seller until Closing. Seller represents it will insure the Property, at Seller's cost, against such perils until Closing. In the event of substantial loss or damage to the Property before Closing, Purchaser shall have the option of either: a. terminating this Agreement, or b. affirming this Agreement, in which event Seller shall assign to Purchaser all of Seller's rights under any policy or policies of insurance applicable to the Property. 15. AGENTS. Seller warrants and represents that there are no real estate brokers or agents entitled to receive a commission on the sale of the Property hereunder. 16. DEFAULT AND REMEDIES. a. If the sale and purchase contemplated by this Agreement is not consummated because of Seller's or Purchaser’s default, the non-defaulting party may elect to: (i) terminate this Agreement; 6 (ii) seek and obtain specific performance of this Agreement; or (iii) pursue all other rights or remedies available at law or in equity, including an action for damages. b. If either Seller or Purchaser defaults under this Agreement, such defaulting party shall be liable for any expenses, including reasonable attorney's fees and costs, incurred by the non-defaulting party in connection with the enforcement of its rights under this Agreement. c. These remedies are cumulative and non-exclusive, and may be pursued at the option of the non-defaulting party without a requirement of election of remedies. 17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and supersedes the terms and conditions of all prior written and oral agreements, if any, concerning the matters it covers. The parties acknowledge there are no oral agreements, understandings, representations, or warranties, which supplement or explain the terms and conditions contained in this Agreement. This Agreement may not be modified except by an agreement in writing signed by the parties. 18. WAIVER. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 19. SEVERABILITY. If any provision of this Agreement is unenforceable, the remainder of this Agreement shall continue in effect and be construed as if the unenforceable provision had not been contained in this Agreement. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20. CAPTIONS. Captions are used in this Agreement for convenience only and shall not be used to interpret this Agreement or any part thereof. 21. GOVERNING LAW. This Agreement is to be governed by and construed in accordance with the law of the Commonwealth of Virginia. 22. CHOICE OF FORUM/JURISDICTION. The parties hereby consent to the jurisdiction and venue of the courts of the Commonwealth of Virginia, specifically to the courts of the County of Roanoke, Virginia, in connection with any action, suit or proceeding arising out of or relating to this Agreement. The parties further waive and agree not to assert in any such action, suit or proceeding brought in the County of Roanoke, Virginia, that (i) the parties are not personally subject to the jurisdiction of such courts, (ii) the action, suit or proceeding is brought in an inconvenient forum, or (iii) venue is improper. 7 23. WAIVER OF TRIAL BY JURY. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY RELATED AGREEMENTS OR INSTRUMENTS AND THE ENFORCEMENT THEREOF, INCLUDING ANY CLAIM OF INJURY OR DAMAGE TO ANY PARTY OR THE PROPERTY OF ANY PARTY. 24. SUCCESSOR/ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, personal representatives, successors, and assigns. This Agreement may be assigned by Purchaser without the express written consent of the other party. 25. COUNTERPARTS. This Agreement may be executed in any number of counterpart copies, each of which when executed and delivered shall be deemed to be an original and all of which counterparts when taken together shall constitute a single instrument. Facsimile, electronic or scanned signatures shall be binding as originals in accordance with the Virginia Uniform Electronic Transactions Act at Va. Code §§ 59.1-479, et seq. 26. CONSTRUCTION/ADVICE OF COUNSEL. The parties agree that each has consulted with an attorney who has actively participated in the drafting and negotiation of this Agreement, and that the provisions of this Agreement shall not be construed in favor of either party. 8 WITNESS, the following duly authorized signatures: SELLER: JIMENEZ & KARKI PROPERTIES, LLC By: ________________________________ Its: ________________________________ PURCHASER: TOWN OF VINTON, VIRGINIA By: Richard Peters, Town Manager SIGNATURE PAGE TO PURCHASE AGREEMENT BETWEEN JIMENEZ & KARKI PROPERTIES, LLC AND TOWN OF VINTON, VIRGINIA 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, AUGUST 20, 2024, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, LOCATED AT 3ll S. POLLARD STREET, VINTON, VIRGINIA. A RESOLUTION AUTHORIZING THE PURCHASE OF 525 TINKER AVENUE, VINTON, VIRGINIA 24179 FURTHER IDENTIFIED AS ROANOKE COUNTY TAX MAP NUMBER 060.15-01-16.00-0000 LOCATED IN THE COUNTY OF ROANOKE, VIRGINIA. WHEREAS, Jimenez and Karki Properties, LLC expressed a desire to sell certain real estate located in the County of Roanoke, Virginia, with an address of 525 Tinker Avenue, Vinton, Virginia 24179, and further identified as Roanoke County Tax Map Number 060.15-01- 16.00-0000 (the “Property”) and due to his inability to redevelop the properties due to the property being located within the floodway and entirely within the 100-year floodplain; and WHEREAS, the Property is routinely negatively impacted by high water causing property damage and threatening the wellbeing of those residing on the property due to it being located in very close proximity to the intersection of Tinker and Glade Creeks; and WHEREAS, Council finds it to be in the best interest of the Town of Vinton to purchase the Property to preserve the property as green space, thereby reducing the likelihood of property damage and physical harm to any future inhabitants; and WHEREAS, the purchase amount of the Property is $18,000.00 and the demolition of the Property to preserve the Property as a green space is $7,000 that would be done in house by Town of Vinton Public Works staff. NOW THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby authorize the Mayor and/or Town Manager to execute all documents necessary to purchase the Property as per terms and conditions of the Sales Contract. To be expensed in Capital Fund account 20081104- 508000-525TK. This Resolution adopted on motion made by __________________, seconded by ______________, with the following votes recorded: AYES: NAYS: APPROVED: _____________________________________ Bradley E. Grose, Mayor 2 ATTEST: _____________________________________ Antonia Arias-Magallon, Town Clerk Meeting Date August 20, 2024 Department Administration Issue Consider adoption of a Resolution authorizing the Town Manager to execute a deed of lease with the Commonwealth of Virginia, Department of General Services for a portion of a certain building located at 227 South Pollard Street in the Town of Vinton, Virginia, Summary The Commonwealth of Virginia, Department of General Services would like to continue leasing the portion of the building located at 227 South Pollard Street, Vinton, Virginia 24179. The term of the new lease agreement with the Commonwealth of Virginia, Department of General Services will be for five years with the non-exclusive use of common areas, including, without limitation, seven (7) parking spaces in the parking lot adjacent to the building and ninety-five (95) non-exclusive parking places in the Town of Vinton Municipal Building parking lot. Attachments Deed of Lease Agreement Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, AUGUST 20, 2024, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, LOCATED AT 3ll S. POLLARD STREET, VINTON, VIRGINIA. WHEREAS, the Town of Vinton currently leases the first-floor portion of the building located at 227 South Pollard Street, Vinton, Virginia 24179, consisting of approximately 3, 344 rentable square feet to the Commonwealth of Virginia of General Services; and WHEREAS, The Town of Vinton recommends a Deed of Lease for a five-year term; and WHEREAS, during the negotiations and discussions between the Town staff and the Commonwealth of Virginia of General Services, the Premises are leased along with the non-exclusive use of common areas, including, without limitation, seven (7) parking spaces in the parking lot adjacent to the building and ninety-five (95) non-exclusive parking places in the Town of Vinton Municipal Building parking lot; and WHEREAS, the Town staff has recommended to the Town Council that the Deed of Lease between the Town and The Commonwealth of Virginia, Department of General Services be executed to. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, as follows: 1. The Deed of Lease is hereby approved in a form substantially similar to the one presented to Council and approved by the Town Attorney; and 2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and then to deliver the Deed of Lease Understanding and any other necessary documents in furtherance of the same; and This resolution shall be effective from and after the date of its adoption. This resolution adopted on motion made by _______________ and seconded by ________________, with the following votes recorded: AYES: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: Antonia Arias-Magallon, Town Clerk -1- Deed of Lease This DEED OF LEASE (this "Lease") is effective as of the ______ day of _________, 2024 (the “Effective Date”), by and between the TOWN OF VINTON, a political subdivision of the Commonwealth of Virginia, as Grantor ("Landlord"), and the COMMONWEALTH OF VIRGINIA, DEPARTMENT OF GENERAL SERVICES, as Grantee ("Tenant"), with approval of the Governor pursuant to § 2.2-1149 of the Code of Virginia (1950), as amended. WITNESSETH: For and in consideration of the terms, conditions, covenants, promises and agreements herein made, Landlord leases to Tenant the following property or premises, together with full rights of ingress and egress, in the Town of Vinton, Virginia, more particularly described as: A portion of a certain building located at 227 South Pollard Street, Vinton, Virginia 24179 (the “Building”), consisting of approximately 3,344 rentable square feet (the “Premises”). The Premises are leased along with the non-exclusive use of the Common Areas, including, without limitation, seven (7) parking spaces in the parking lot adjacent to the Building. Tenant shall have the use of ninety-five (95) non-exclusive parking places in the Town of Vinton Municipal Building parking lot across the street from the Premises located at 311 South Pollard Street, Vinton, Virginia 24179. A floor plan of the Premises is attached hereto as Exhibit A. 1. LANDLORD’S REPRESENTATIONS AND WARRANTIES. Landlord represents and warrants that the following are true and accurate, and shall be true and accurate on the Effective Date and the TI Acceptance Date (hereinafter defined): a. Organization, Power, Authorization. Landlord is a municipal corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with all requisite powers and all governmental authorizations to conduct its business and to enter into and perform its obligations hereunder. This Lease is duly authorized, executed, and delivered by all necessary action on the part of Landlord, constitutes the valid and binding agreement of Landlord, and is enforceable in accordance with its terms. b. No Conflict or Defaults with Other Agreements. The completion of the transactions contemplated by this Lease, and the fulfillment of the terms hereof, -2- will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement, indenture, or other instrument to which Landlord is a party or by which it or the Premises, or the Building is bound, or any judgment, decree, order, or award of any court, governmental body or arbitrator, or any law, rule or regulation applicable to Landlord or the Premises. c. No Consents. No consent of any lender or any other third party is required for Landlord to enter into this Lease or if such consent is required, such consent has been obtained or will be obtained prior to the Effective Date. d. Title; Permits. Landlord is the sole owner of good and marketable fee simple title to the Premises, Building, and Common Areas. Landlord possesses all licenses, permits and approvals required by any governmental, non- governmental or quasi-governmental body having jurisdiction over the Premises or the Building, for the ownership, operation and use of the Premises or the Building for the uses identified in Section 2 below. e. Pending Litigation; Solvency. To the best of Landlord’s knowledge, there are no actions or suits in law or equity, or proceedings by any governmental agency, now pending, or threatened against Landlord in connection with the Premises or the Building, and there is no outstanding order, writ, injunction or decree of any court or governmental agency affecting the Premises or the Building. Landlord has received no notice of any pending or threatened litigation, or other judicial proceeding, affecting the Premises, Building, and Common Areas including without limitation, condemnation, exercise of the right of eminent domain or bankruptcy. There is not now pending any appeal or application to appeal current or past real or personal property tax assessments. Landlord is not now insolvent nor will Landlord become insolvent as a result of the transactions contemplated by this Lease. f. Zoning and Regulations; Condemnation. Landlord has no knowledge of any federal, state or municipal zoning or other restrictions, rules, or regulations that prevent the utilization of the Premises or the Building for the uses contemplated herein; there are no eminent domain, condemnation or regulatory enforcement proceedings pending against the Premises, or the Building or any portions thereof, and Landlord has no knowledge of such proceedings or of any intentions or plans, definite or tentative, that such proceedings might be instituted. Landlord has not made and will not make, without Tenant’s prior written consent, any proffers or other commitments relating to the Premises or the Building which would impose any obligation on Landlord, Tenant or their successors and assigns, to make any contribution of money or dedications of land or to construct, install or maintain any improvements of a public or private nature on or off the Premises. -3- g. If any of the representations and warranties set forth in this Section 1 were not true in all material respects as of the Effective Date or as of the TI Acceptance Date, Tenant may terminate this Lease upon written notice to Landlord; provided, however, Tenant must provide Landlord with written notice of the purported untrue representation or warranty and Landlord shall have thirty (30) days after its receipt of the written notice to remedy or commence remedying the representation or warranty. Tenant may terminate the Lease if Landlord fails to remedy the representation or warranty in the thirty (30) day period or, if the representation or warranty cannot be remedied in the thirty (30) day period, Landlord fails to promptly commence the remedy and proceed with reasonable diligence to promptly remedy the matter. Notwithstanding the foregoing, Landlord shall have no longer than sixty (60) days from the date Tenant sent written notice to Landlord to remedy the matter. h. The representations and warranties in this Section 1 shall survive the expiration of the Term or earlier termination of this Lease. 2. USE OF PREMISES. (a) Role of Department of General Services. The Department of General Services, through its Division of Real Estate Services, is responsible for the leasing of space for the use of agencies of the Commonwealth of Virginia. The Department of General Services, as Tenant herein, does not contemplate that it will use or occupy the Premises or the Building itself, but rather that the Premises or the Building will be used and occupied by one or more agencies of the Commonwealth of Virginia as designated by Tenant (herein, “Occupant” or, collectively, “Occupants”), and that such designation may change over the Term of this Lease. No such designation shall be deemed a subletting or assignment of this Lease and Tenant shall remain the tenant hereunder. Landlord acknowledges that no such designation or occupancy creates any contractual relationship between Landlord and an Occupant; provided, however, the errors, acts and omissions of an Occupant shall, to the extent such errors, acts or omissions would constitute a breach of this Lease, be attributable to Tenant and Tenant shall be responsible for such errors, acts or omissions. Occupant(s) shall have the benefit of any rights of Tenant associated with this Lease. Each Occupant, with respect to its space, is authorized to deal directly with Landlord concerning routine maintenance and repairs, building access, entry of Landlord onto its Premises and similar matters; provided, however, that nothing herein prevents Tenant from dealing directly with Landlord as to any such matters. Landlord shall deal solely with Tenant as to change orders, major repairs, insurance, untenantability, breaches or defaults, termination, extensions of the Term (including the Option Terms, the Renewal Terms, and any Holdover), and additional charges imposed by Landlord (as may be authorized by this Lease or subsequent agreement of the parties). The initial Occupant is the Virginia Department of Health (“Initial Occupant”). -4- (b) Permitted Uses. The Premises shall be used as general offices or for such purposes as the Occupant(s) may now or hereafter be empowered or authorized by law to use same, provided that such uses are consistent with the zoning regulations and ordinances applicable to the Building. 3. TERM. The extension term of this Lease shall be that period of time from the Effective Date until the TI Acceptance Date (the “Extension Term”). The initial term of this Lease shall be five (5) years, commencing on the TI Acceptance Date (the “Initial Term”). It is anticipated that the TI Acceptance Date will be sixty (60) days from the Effective Date (the “Projected Completion Date”), subject to the provisions of Attachment A and other provisions of this Lease. The Extension Term, Initial Term and any Option Term (hereinafter defined), Renewal Term (hereinafter defined), and Holdover (hereinafter defined) herein are collectively referred to as the “Term.” 4. RENT. (a) Amount and Payment. Subject to the terms of this Lease, Tenant shall pay Landlord Base Rent, in arrears, according to the table below (collectively, the “Base Rent”): Base Rent”) Acceptance Date If the Effective Date occurs on the first day of the month, then the Extension Term Base Rent shall be paid on the tenth day of the month immediately following the Effective Date, and on the tenth day of each month thereafter. If the Effective Date does not occur on the first day of the month, then the Extension Term Base Rent from the Effective Date forward shall be prorated for the remainder of that month, with payment for such prorated period due with the first month’s full payment of the Extension Term Base Rent, which Extension Term Base Rent payment shall be made on the tenth day of the second month following the Effective Date, and on the tenth day of each month thereafter. If the TI Acceptance Date occurs on the first day of the month, then the Initial Term Rent shall be paid on the tenth day of the month immediately following the TI Acceptance Date, and on the tenth day of each month thereafter. If the TI Acceptance Date does not occur on the first day of the month, then the Initial Term Rent from the TI Acceptance Date forward shall be prorated for the remainder of that month, with payment for such prorated period due with the first full month’s payment of Initial Term Rent, which Initial Term Rent payment shall be made on the tenth day of the second month following the TI Acceptance Date, and on the tenth day of each month thereafter, subject to the provisions of Attachment A. The -5- TI Acceptance Date shall be confirmed by a Certificate of Completion of Tenant Improvements (the “COCTI”) executed by both parties, the form of which is attached hereto as Exhibit B. Notwithstanding the foregoing, Rent shall be withheld until the completion and remittance of the W9_COVA Substitute form to Tenant, a sample of which is provided in Exhibit G. The payment of all Rent to any such person or entity and to any such address as Landlord may designate shall be in accordance with the information as completed on the submitted W9_COVA Substitute form. If Landlord chooses to make modifications to any such person or entity or to change the address associated with the payment of Rent, Landlord must resubmit either, a new W9_COVA Substitute form or other acceptable documentation as determined by Tenant’s fiscal department, to Tenant. Initial Term Base Rent and Additional Rent (as defined below) are collectively referred to herein as the “Initial Term Rent.” Any Rent withheld under this paragraph shall be paid to Landlord once the appropriate form is delivered to Tenant. Any Rent due for a partial month during the Term shall be equitably prorated based upon a thirty (30) calendar day month. (b) Operating Expense Pass Through (i) Beginning with the Effective Date and continuing throughout the Initial Term, and any Option Term, Renewal Term, or Holdover Term, Tenant shall pay to Landlord, as “Additional Rent,” its Pro Rata Share (hereinafter defined) of the annual Operating Expenses (hereinafter defined), as set forth in 4(b)(v) below. Landlord agrees to use reasonable efforts to minimize Operating Expenses though prudent business practices, and, when appropriate, the application of its procurement policies. Landlord shall be responsible for the direct and timely payment of all Operating Expenses. Tenant's Pro Rata Share shall be one hundred percent (100%) of the Operating Expenses actually paid by Landlord allocable solely to the Premises, (exclusive of any such expenses that are paid directly by Tenant or are reimbursed by Tenant to Landlord pursuant to any other provision of this Lease), and, with respect to expenses actually paid by Landlord allocable to either the Common Areas of the Building or the entire Building, the proportion that the number of rentable square feet of the Premises bears to the aggregate number of rentable square feet in the Building. As of the Effective Date, the aggregate number of rentable square feet in the Building is 6,688 and Tenant's Pro Rata Share is fifty percent (50%). Notwithstanding the foregoing, so long as Tenant is the sole tenant leasing any portion of the Building, Tenant shall pay: (1) for all water and sewer usage; and (2) seventy percent (70%) of the electricity, including heating and air conditioning. The electric service shall be in the name of the Town of Vinton. (ii) Intentionally Deleted (iii) The term Operating Expenses means the following expenses incurred by Landlord with respect to the Building: electricity, fuel, water, sewer, gas, and snow and ice removal. If Landlord's employees provide services connected to other properties controlled by Landlord in addition to the Building, then only those wages -6- and benefits properly allocated to the Building shall be allocated to Operating Expenses. (iv) Operating Expenses shall not include any costs except those expressly set out in the preceding section 4(b)(iii). Furthermore, Operating Expenses shall not include any expenses that are paid or reimbursed by Landlord's insurer, or that would have been paid by Landlord's insurer but for Landlord's failure to acquire and maintain fire and hazard insurance for the Building. Also, Operating Expenses shall not include late charges, interest charges or attorney fees on unpaid accounts, handling charges or penalties incurred by Landlord. (v) For the Initial Term, Tenant shall pay to Landlord Additional Rent for Operating Expenses in the amount of Three Hundred Eighty-Three and 69/100 Dollars ($383.69) per month, based on Landlord's estimated Operating Expenses, subject to subsequent adjustment as provided in item (vi). So long as this Lease shall remain in effect, Landlord shall provide Tenant with its estimate of annual Operating Expenses for the upcoming lease year at least thirty (30) days prior to the next anniversary of the Effective Date, and Tenant shall pay 1/12th thereof each month as Additional Rent, subject to subsequent adjustment as provided in item (vi). Each installment of Additional Rent for Operating Expenses shall be due and payable at the same time as each monthly installment of Base Rent. Landlord shall send a monthly invoice for Additional Rent to Tenant at 1100 Bank Street, 3rd Floor, Richmond, Virginia 23219 Attn: Lease Administration with a copy to Occupant at 1502 Williamson Road, Second Floor, Roanoke, Virginia 24012, Attention: Administrator. If Landlord fails to provide its estimate of Operating Expenses for the upcoming lease year in a timely manner, Tenant may continue to pay Additional Rent at the prior year's rate until such time as Landlord provides Tenant with notice of the new Additional Rent rate. Landlord’s notice shall be provided to Tenant at least thirty (30) days prior to the next Base Rent payment due date to permit Tenant adequate time to adjust the payment of Additional Rent to the new rate, but this delay shall not affect the obligation to settle-up as provided in item (vi) below. (vi) Landlord shall, on an annual basis, not later than sixty (60) days following each anniversary of the Effective Date, provide Tenant with a detailed, itemized statement that describes all Operating Expenses for the prior lease year. Landlord shall also provide a statement confirming the ratio (as described above) that was applied to the Operating Expenses and the calculations used to arrive at Tenant's pro rata share. If this Lease is terminated other than on an anniversary of the Effective Date, then Landlord shall provide a final statement within sixty (60) days of the termination date, based on the Operating Expenses incurred from the last anniversary of the Effective Date to the date of termination. Based on this itemized statement and the amount actually paid by Tenant during the applicable year, Landlord shall reimburse Tenant, or Tenant shall pay Landlord, as the case may be, the amount due the other party, within forty-five (45) days following delivery to Tenant of the itemized statement. Tenant and/or the Virginia State -7- Auditor of Public Accounts shall have the right to audit Landlord's records relating to Operating Expenses and to require satisfactory evidence of payment of any and all Operating Expenses including copies of supporting tax bills, vouchers and invoices. (vii) In the event that the first and/or last year during the Term of this Lease is not equal to twelve (12) full months, Tenant’s share of Additional Rent for Operating Expenses will be prorated based on the actual number of days during such year that this Lease was in effect. (viii) Notwithstanding any other provision of this Lease, in no event shall the amount of Operating Expenses paid by the Tenant in the prior year increase from any calendar year to the immediately succeeding calendar year by more than five percent (5%), excluding from such calculation the cost of real estate taxes and insurance (the “Cap”). In the first year for which Additional Rent for Operating Expenses is due, the cap shall be based on the Base Year Operating Expenses (adjusted by the 95% gross-up provision, if applicable), pro-rated in the event that such first year is less than a full calendar year. The Cap shall be further subject to the following: (A) The Cap shall apply to the total of all applicable expenses as opposed to individual expense items. (B) After the initial calendar year for which Additional Rent for Operating Expenses are due, the Cap shall be applied to the actual Additional Rent for Operating Expenses paid by Tenant for the prior calendar year after all other adjustments have been made for such prior calendar year pursuant to this subsection (b). (C) The amount due for the final calendar year of this Lease shall be pro- rated if less than a full calendar year. (D) If, at any time during the term of this Lease, Tenant’s Pro Rata Share of all expenses shall be changed as provided in subsection 4(b)(i), then the dollar value of the Cap shall be adjusted to take into consideration the change to the Pro Rata Share. (c) Security Deposit. No security deposit shall be required. (d) Intentionally deleted. (e) Cable Installation. Tenant shall have access to the Premises, Building, and Common Areas during any construction of the Tenant Improvements, to install cabling prior to Landlord’s contractor’s enclosure of walls and ceilings, provided that Tenant’s contractors shall use commercially reasonable efforts to coordinate their work and not unreasonably interfere with Landlord’s contractors. 5. POSSESSION AND CONDITION OF PREMISES. -8- (a) Quiet Possession and Enjoyment. Landlord shall deliver quiet possession of the Premises, Building, and Common Areas to Tenant on the Effective Date and shall provide quiet enjoyment of the Premises, Building, and Common Areas to Tenant during the Term. (b) Building and Occupancy Codes; Condition Suitable for Intended Use. On the Effective Date, Landlord shall deliver the Premises, Building, and Common Areas to Tenant in good repair. On the TI Acceptance Date, Landlord shall deliver the Premises, Building, and Common Areas to Tenant in good repair, with all Tenant Improvements completed in accordance with the provisions of this Lease, along with a copy of the final Certificate of Occupancy without any conditions, qualifications, or deficiencies and the most recent Fire Marshal inspection report to demonstrate compliance with all applicable building and occupancy codes, and in a condition suitable to the use for which it is leased. (c) Landlord Entry. Landlord, and its employees, agents and contractors, shall have the right to enter and pass through any part of the Premises, without prior notice, only in the case of an emergency and to provide routine janitorial services consistent with this Lease. If Landlord, or Landlord's employees, agents or contractors, must enter the Premises in the case of an emergency, then as soon as practicable before or after such emergency entrance, Landlord, or Landlord's agent, shall contact Louise Newman (Telephone # 540-857-7800). This contact person may be changed by proper notice to Landlord which may be oral or by electronic means. Tenant may direct Landlord to give such notice to a contact person with each Occupant whose portion of the Premises has been subject to an emergency entry. Notwithstanding anything to the contrary contained in this Lease, any entry into the Premises by Landlord or Landlord’s employees, agents, or contractors, shall be in accordance with all health and safety guidelines, regulations and protocols established or implemented by Tenant or the Commonwealth of Virginia, as such guidelines, regulations and protocols may be modified from time-to- time. Tenant shall have the right to have an employee or agent accompany any entry by Landlord or Landlord’s employees, agents, or contractors into the Premises. (d) Asbestos. To the best of Landlord’s knowledge, Landlord represents, warrants, and covenants that (i) the Premises, Building, and Common Areas are free of friable asbestos that is not managed under a management plan prepared by an Asbestos Management Planner licensed by the Virginia Department of Professional and Occupational Regulation; and (ii) any friable asbestos discovered in or on the Building or the Premises shall be promptly and properly removed by Landlord, at Landlord's sole expense, in compliance with applicable federal, state and local laws and regulations, provided that, if the asbestos was introduced into the Premises by Tenant or an Occupant, the cost of the removal thereof during the Term shall be at Tenant’s expense. Landlord has delivered to Tenant a complete, true, and accurate copy of Landlord’s asbestos inspection report of the Building prepared by a licensed inspector. -9- (f) Lead. To the best of Landlord’s knowledge, Landlord represents, warrants, and covenants that (i) the Premises, Building, and Common Areas are free of lead or lead-containing paint; and (ii) any lead or lead-containing paint discovered in or on the Building or the Premises shall be promptly and properly removed by Landlord, at Landlord’s sole expense, in compliance with applicable federal, state and local laws and regulations, provided that, if the lead or lead-containing paint was introduced into the Premises by Tenant, the cost of the removal thereof during the Term shall be at Tenant’s expense. Landlord has delivered to Tenant a complete, true and accurate copy of Landlord’s lead or lead-containing paint inspection report of the Building prepared by a licensed inspector. (g) Phenylmercuric Acetate Flooring. To the best of Landlord’s knowledge, Landlord represents, warrants, and covenants that (i) the Premises, the Building and the Common Areas are free of any flooring systems using the compound Phenylmercuric Acetate (“PMA”); and (ii) any flooring using PMA discovered in or on the Premises, Building or Common Areas shall be promptly and properly removed by Landlord, at Landlord’s sole expense, in compliance with applicable federal, state and local laws and regulations, provided that, if the flooring system containing PMA was introduced into the Premises by Tenant, the cost of the removal thereof during the Term shall be at Tenant’s expense. Landlord has delivered to Tenant a complete, true and accurate copy of Landlord’s PMA flooring inspection report of the Building prepared by a licensed inspector. (h) Covenants. If any of the covenants, representations or warranties set forth in this Section 5 were not true as of the Effective Date or as of the TI Acceptance Date, as applicable, Tenant may terminate this Lease upon written notice to Landlord. (i) Survival. The covenants, representations and warranties of Landlord contained in this Section 5 shall survive the expiration of the Term or the prior termination of this Lease. 6. MAINTENANCE. (a) Condition of Premises. Landlord warrants that on the Effective Date and the TI Acceptance Date, the Premises, the Building and all their respective equipment, including the plumbing, heating, ventilation and air conditioning equipment and systems: (i) shall be in good repair and good working order; and (ii) free of termite or other pest infestation and damage. (b) Compliance with Laws and Insurance Requirements. Landlord shall equip the Premises, Building, and Common Areas, and perform all alterations, replacements, improvements, decontamination, and additions to the Premises and the Building, and the equipment upon the Premises, Building, and Common Areas, at Landlord's expense, as shall be necessary at any time during the Term of this Lease, to comply -10- with the provisions of federal, state, and local laws and regulations and all insurance requirements pertaining to health, safety, public welfare, and environmental protection, including laws and regulations pertaining to fire alarm and fire suppression system monitoring, life safety systems monitoring, asbestos, carbon monoxide, polychlorinated biphenyls, urea formaldehyde, lead paint, mold, radon, petroleum product storage tanks, and ozone depleting refrigerants, regardless of the effective date of law or regulation unless the Premises, Building, and Common Areas are grandfathered from such laws or regulations (except as provided in Section 11). This subsection shall not apply if the necessity for compliance with these laws arises from the negligent or willful misconduct of Tenant, Occupant or either of their employees found by a court of competent jurisdiction to be liable for such acts under the Virginia Tort Claims Act, or the Commonwealth’s Division of Risk Management consents that Tenant is so liable. (c) Compliance with Technical Requirements; HVAC Specifications. It shall be the sole responsibility and obligation of Landlord, at its expense and in accordance with applicable laws, technical publications, manuals and standard procedures, to (i) properly maintain, repair and replace all the structural portions of the Premises, Building, and Common Areas, including foundation, sub-floor, structural walls and roof, as well as to keep the Premises, Building, and Common Areas and all equipment and non-trade fixtures (exclusive of equipment and non-trade fixtures owned by Tenant or an Occupant), in good working order and safe condition and to perform any required repairs, replacements and maintenance, pursuant to the standards set forth in the current edition of the Virginia Maintenance Code (Part III of the Virginia Uniform Statewide Building Code (VUSBC)), and (ii) keep all plumbing, heating, air conditioning, electrical and mechanical devices, appliances and equipment of every kind or nature affixed to or serving the Premises and/or the Building in good repair, condition and working order. As used herein, the word "repair" shall be deemed to include replacement of broken or cracked glass. All equipment and systems (exclusive of equipment and systems owned by Tenant or an Occupant) shall be monitored and maintained to provide reliable, energy efficient service, without unusual interruption, disturbing noises, exposure to fire or safety hazards, uncomfortable drafts, excessive air velocities, or unusual emissions of dirt. Landlord shall cause the HVAC System to provide a temperature throughout the Building of not less than 68º F nor more than 74º F year round, during regular business hours of the Occupants, with a minimum of 30% relative humidity when heat is being provided and with a maximum of 60% relative humidity when air conditioning is being provided. Fresh air exchange rates, CO2 levels and ventilation rates shall comply with then -current Virginia Mechanical Code, during Regular Business Hours of the Tenant or Occupant. “Regular Business Hours” are designated as 8.00 a.m. to 5.00 p.m., 5 days per week, Monday through Friday, excluding Tenant’s holidays, to include but not be limited to: New Year’s Day, Martin Luther King Day, President’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Election Day, Veterans Day, Thanksgiving Day, the day following Thanksgiving, and Christmas -11- Day. Tenant may request HVAC service after Regular Business Hours by providing Landlord with 48-hours’ prior notice, which may be oral or by electronic means, specifying the time. Weekend or after Regular Business Hours HVAC service will be provided to Tenant at no additional charge. (d) Safety Systems. It shall be the sole responsibility of Landlord to install, maintain, repair, inspect, test and monitor any fire extinguishing systems and equipment, including, without limitation, fire extinguishers and smoke detectors, fire and life safety systems, associated alarm systems and sprinkler systems serving the Premises, Building, and Common Areas as required by local, state, and federal regulations, law, and code. Inspections and testing of such systems shall occur on an annual basis as required by the current edition of the Virginia Statewide Fire Prevention Code Chapter 9, or successor provisions, and shall be conducted by a National Fire Protection Association qualified company and inspector. Reports of the inspection and testing shall be provided to Tenant on an annual basis. (e) Other Maintenance. All other necessary or required maintenance, monitoring, repairs and replacements to the Premises, Building, and Common Areas, including the parking areas and landscaping, shall be the sole responsibility and expense of Landlord. Landlord's maintenance responsibilities shall include the supply and replacement of all supplies, materials and equipment reasonably necessary for such maintenance. Landlord shall provide janitorial services to the Premises, Building, and Common Areas five (5) days per week, exclusive of State holidays if the Occupant(s) will not be open for business. Specifications for janitorial services are set out in Exhibit E. Janitorial services of a disruptive nature, such as washing/waxing floors and vacuuming, shall be performed outside of Regular Business Hours, unless otherwise agreed by Occupant. (f) Tenant’s Negligence or Willful Misconduct. Landlord shall not be obligated to make any repairs to the Premises due to damage caused by the negligent or willful misconduct of Tenant, Occupant, or either of their employees. If repairs are necessary to the Premises, Building, or Common Area as a result of the negligence or willful misconduct of Tenant, Occupant, or either of their employees or invitees, then the cost of such repairs shall be charged to, and paid by, Tenant as Additional Rent, subject to Section 12(e) herein. (g) Failure to Maintain. If Landlord fails to comply with any of its obligations under this Section 6, or fails to keep, repair and maintain the Premises, Building, and Common Areas, including all plumbing, heating, air conditioning, electrical and mechanical devices, the roofing system, and appliances and equipment of every kind or nature affixed to or serving the Premises or the Building, in good repair, condition and working order as provided in this Section 6, then Tenant may give written notice thereof to Landlord. If the failure has not been remedied within ten (10) days following such notice, then Tenant, at its option and with a second written notice to Landlord, may, after waiting an additional ten (10) days following the second notice, either terminate this Lease and all obligations hereunder, or proceed -12- to make, or cause to be made, such upkeep, repair, monitoring, and maintenance, at Landlord's expense, which shall be due and payable to Tenant by Landlord within thirty (30) days after demand therefor. Tenant may deduct the cost thus incurred in fulfilling Landlord's obligations under this Lease from future Rent payments and/or may collect the cost from Landlord in any manner provided by law. No notice of termination shall be given under this Section 6 if Landlord has physically commenced such repairs or is physically causing such repairs to be made, and such repair work is being diligently and continuously pursued to completion in a good and workmanlike manner. Furthermore, if the failure has not been remedied within the time specified above, Tenant shall be entitled to deduct from the Rent, or any installment thereof, the per diem Rent for each day that such failure continues beyond the specified time. The rights of Tenant set out in this Section 6 shall be cumulative, and the exercise of any right shall not exclude the exercise of any other right. In the case of any repetitive failure of Landlord to comply with its obligations to monitor and maintain any device or system, Tenant may advise Landlord of any subsequent problem or issue with respect to such device or system, in writing, but shall not be required to wait any additional period of time before exercising its rights under this provision. Notwithstanding the foregoing, if any event occurs that creates an unreasonable risk of injury to person or property, Tenant is authorized, without prior notice to Landlord, to procure temporary monitoring or to make temporary repairs to alleviate such risk, at Landlord’s expense, which shall be due and payable to Tenant by Landlord within thirty (30) days after demand therefor. The provisions of this Section 6 shall survive the expiration of the Term or any termination of this Lease. (h) Snow Removal. When and as snow and/or ice removal become necessary, Landlord shall promptly provide for the removal of all snow and ice from all walkways, loading areas and parking areas. (i) Access. Subject to all applicable laws, ordinances, codes and zoning requirements, Tenant and Occupants shall have access to the Building and the Premises, 24 hours a day, 7 days a week. 7. DAMAGE OR DESTRUCTION OF THE PREMISES. (a) Termination. If the Premises, or the Building are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, and, in the reasonable opinion of either party, the Premises or the Building are thereby rendered substantially untenantable or unusable, and cannot be reasonably commercially rebuilt within one hundred eighty (180) days following the date of casualty, this Lease shall terminate, at the option of either party, effective -13- on the date of the casualty, upon written notice to the other party, given within thirty (30) days following the casualty. (b) Obligation to Repair and Restore. If neither party terminates this Lease as provided in “(a)” above, Landlord shall repair and restore the Building and the Premises as promptly as possible to their former condition, but in any event within one hundred eighty (180) days following the date of casualty. There shall be a proportionate abatement of all Rent and other payments otherwise due to Landlord under the terms of this Lease, for the period during which the said repairs and restoration are being completed, for that portion of the Premises not substantially usable by Tenant during such period. Landlord shall promptly commence to make all repairs, replacement, restoration, or renovation as required in this subsection and shall thereafter pursue such repairs, replacement, restoration or renovation until completed. If Landlord shall fail to substantially complete all work within the time period herein required, then, in addition to all other rights of Tenant Tenant may choose either option (i) or (ii) below: (i) Tenant, or the appropriate Occupant if authorized by Tenant, may undertake with its own resources to repair, replace, restore or renovate the Premises, Building, and Common Areas and may deduct the costs of the repairs, replacement, restoration, and renovation from the Rent or other payments otherwise due to Landlord under the terms of this Lease, or Tenant may collect all such costs from Landlord in any manner provided by law, if Landlord has not paid for such repairs within thirty (30) days after demand therefor from Tenant; or (ii) Tenant may terminate this Lease by giving fifteen (15) business days written notice to Landlord. (c) Insufficient Funds. If Landlord is willing to repair and restore the Building and the Premises, but is unable to do so in a manner that is substantially equivalent to the quality and condition of the Building and the Premises prior to the casualty, as determined by Tenant in its sole but reasonable discretion, then, unless Landlord and Tenant shall agree on an appropriate reduction to the Rent or other concessions within thirty (30) days following the occurrence of the casualty, Tenant shall have the right to terminate this Lease upon written notice to Landlord. Following the happening of a casualty for which Section 7(b) applies, Landlord shall, upon request by Tenant, provide Tenant with a copy of the as-built plans for the Building and the Premises and any post-casualty constructions plans and specifications. (d) The provisions of Section 7(b)(i) shall survive the expiration of the Term or any termination of this Lease. 8. ALTERATIONS. -14- (a) Tenant’s Right to Make Alterations. Tenant, at its sole cost and expense, may make alterations and additions to the Premises as Tenant deems proper; provided, however, unless made pursuant to Section (d) of Attachment A, this Section 8(a), or Sections 7 or 21, Tenant shall not make any structural alterations of the roof, foundation or exterior or load-bearing walls without the prior written consent of Landlord, which consent may be withheld at Landlord’s discretion. Tenant, at its sole cost and expense, may install fixtures, partitions and make such other improvements as Tenant may deem proper. The title and ownership of materials used in such alterations and additions, and all fixtures, partitions, and other improvements made and/or installed by Tenant shall remain in Tenant. Upon termination of this Lease, Tenant may, at its option, remove the fixtures, partitions and other improvements made under this Section, in which event any damage to the Premises caused by removal, other than nominal damage (such as screw holes, bracket marks, etc.) shall be repaired by Tenant at its expense. If Tenant elects not to remove the improvements, it shall have no further responsibility for them or their removal, and such improvements shall thereafter be the property of Landlord. (b) Tenant Improvements. In consideration for the Rent, Landlord agrees to perform and complete the Tenant Improvements by the Projected Completion Date, and Tenant’s obligations under this Lease are expressly conditioned upon, Landlord’s timely and proper performance and completion of the construction, improvements and/or other renovation work as required by Exhibit A-1 (the “Tenant Improvements”). Landlord shall comply with the Attachment A (General Terms and Conditions for All Work to be Performed by Landlord). Upon execution of this Lease, Landlord shall submit to Tenant samples of carpet, paint, casework, and VCT flooring. Tenant shall select or reject such samples within ten (10) business days from receipt of all of the samples. Landlord shall coordinate the scheduling of the construction of Tenant Improvements with Occupant to minimize disruption of their daily operations. Landlord shall schedule as much of the Tenant Improvements work as possible outside of the normal business hours of Occupant. (c) Plans. Landlord shall pay for the space planning and programming services, and Landlord shall pay for all architectural and engineering construction documents, including MEP drawings (if required), pertaining to the Work to be performed under this Lease. 9. UTILITIES AND SERVICES; INSURANCE; TAXES. (a) Utilities and Services. Landlord shall provide, at Landlord's sole expense, but subject to the provisions of Section 4(b), the following utilities and services for the Premises and the Common Areas: heating and air-conditioning as conditions require, electricity, gas, water and sewer, janitorial service and interior trash removal. Landlord shall also provide (if required in the exhibits), or permit Tenant or a telecommunications company to install, telecommunications connections from the public right of way through the Building to the Premises. If Landlord or Landlord's agents, employees, contractors, tenants, licensees or invitees interrupt, -15- discontinue or cause the interruption or discontinuation of any utilities or services reasonably necessary for Tenant’s use and enjoyment of the Premises and the Common Areas, in whole or in part, then Tenant, in addition to any other remedy available under law, at equity, or under this Lease, shall be entitled to deduct from the Rent, or other payments otherwise due to Landlord under the terms of this Lease, the per diem Rent for each day that such interruption or discontinuance remains in effect. If the interruption or discontinuance is caused by Landlord’s failure to pay the provider of the utility or service, resulting in the termination of the utility or services by such provider, then Tenant may pay directly to the provider the amount necessary to restore the utility or services, in which event Landlord shall reimburse Tenant all such amounts immediately on demand and / or Tenant shall be entitled to deduct from the Rent, or other payments otherwise due to Landlord under the terms of this Lease or any renewal or extension thereof, the amount of such payment to the provider. Notwithstanding anything to the contrary contained in this Lease, if any disruption of utilities or services, as provided in this Section 9(a), continues for twenty (20) consecutive days, Tenant shall have the right to terminate this Lease by written notice Landlord; provided, however, Tenant shall have no right of termination under this Section 9(a) if such interruption is the result of the grossly negligent or willful misconduct of Tenant. The provisions of this paragraph shall survive the expiration of the Term or any termination of this Lease. (b) Real Estate Taxes. Landlord shall be responsible for and shall timely pay all real estate taxes and charges in lieu of taxes applicable to the Premises, Building, and Common Areas. (c) Insurance. Landlord, at Landlord's expense, shall at all times, keep the Premises, Building, and Common Areas insured against damage by fire and other casualties, including lightning, windstorms, tornadoes, earthquakes, civil disturbances, floods, acts of nature and casualty loss, under a broad form extended coverage or similar property loss policy. The policy shall cover one hundred percent (100%) of the replacement cost of the Premises, Building, and Common Areas. Landlord is responsible for insuring under this policy one hundred percent (100%) of the replacement cost of all the Premises with no deductible or other contribution from the Tenant. Landlord hereby acknowledges and agrees that Tenant shall have no liability whatsoever relating to or in connection with any damage covered by the aforesaid insurance policy; provided, however, that Tenant will be responsible for damages and repairs pursuant to Sections 6(f). Tenant also will be responsible for insuring its contents, personal property, and trade fixtures, and Landlord shall have no responsibility for any damage to those items caused by any casualty. In addition, Landlord shall maintain broad form general commercial general liability insurance, including contractual liability and vehicular liability naming Tenant as an additional insured and in an amount equal to One Million Dollars ($1,000,000) per occurrence and Two Million ($2,000,000) in the aggregate for injury, loss or damage at the Premises, Building, and Common Areas. -16- 10. CONDITION OF COMMON AREAS. “Common Areas” shall mean all exterior areas of the property on which the Building is located, including all loading docks, parking areas and driveways and entrances and exits to and from public streets and the routes to parking areas, the exterior of the Building, all interior areas within the Building that are not leased or intended for lease, and all systems that service the Building and / or any of the aforesaid exterior areas (but excluding those portions of systems that service only portions of the Building and / or any of the aforesaid exterior areas that are leased or intended for lease to third parties). Landlord, at Landlord's sole expense, shall maintain all Common Areas and all systems serving the Common Areas or any part thereof in a good, clean, and safe condition. 11. ACCESSIBILITY BY PERSONS WITH DISABILITIES. (a) Compliance with ADA. In addition to any other requirements or covenants in this Lease, and, notwithstanding any grandfathering permitted under any laws, rules, or regulations, at all times during the Term, Landlord covenants that, as to the Premises, Building, and Common Areas (including but not limited to the parking areas and driveways and entrances and exits to and from public streets and the routes to parking areas ) it has fully complied, or will comply, to the fullest extent required by law, with: (i) the facilities accessibility laws, regulations and standards required by the "Americans With Disabilities Act of 1990", including Titles II and III thereof, and the regulations and standards promulgated thereunder, including the regulations promulgated by the U.S. Department of Justice (28 CFR Part 35, Subpart A-General “2010 Standards” and “2010 ADA Standards for Accessible Design”, September 15, 2010), as amended (the “ADA”), and (ii) the minimum requirements of the Virginia Uniform Statewide Building Code (VUSBC), Part 1 Virginia Construction Code, as amended, pertaining to access by the physically handicapped and aged persons, including Chapter 11 ("Accessibility") of said VUSBC, which, in part, incorporates the regulations and referenced standards of the U.S. Department of Justice identified above. To the extent of any conflict among any of the foregoing requirements, in each case the more restrictive of the three (Title II, Title III, or VCC Chapter 11, as referenced above) shall control. Landlord further covenants that, following the date of execution of this Lease, all alterations of the Premises, Building, and Common Areas, including parking facilities, and the route to parking facilities shall be undertaken by Landlord in such a manner that the ADA and the regulations and standards promulgated thereunder and the VUSBC are fully complied with to the extent required by law and as herein provided. -17- If Tenant shall discover that an element of the Premises or the Building, or the construction or design of the Premises, the Building or the other facilities areas noted above, or alterations thereto, are not in compliance with the requirements herein set forth, Tenant may promptly notify Landlord (or Landlord's agent) in writing detailing both the requirement and the noted deficiency and specifying the action required to bring about compliance. Should Landlord fail within thirty (30) calendar days following such notice to comply or to propose in writing an alternative for compliance that Tenant deems acceptable, or, alternatively, fail to convince Tenant that compliance is not required, either because such accommodation as would otherwise be required would constitute an undue hardship when measured against the financial resources of Landlord or because the facilities are nevertheless accessible and usable by individuals with disabilities, then Tenant may undertake with its own resources to accomplish the work needed to achieve such compliance in which event Landlord shall reimburse Tenant all amounts on demand and/or and may deduct the reasonable costs of such accommodation from the Rent or other sums then otherwise due Landlord under the terms of this Lease, or may terminate this Lease by giving three months’ written notice to Landlord. The provisions of this paragraph shall survive the expiration of the Term or any termination of this Lease. (b) Tenant’s Trade Fixtures. The foregoing provisions of this Section 11, as applied to Landlord, shall not apply to trade fixtures used or installed by Tenant or Tenant's layout of such trade fixtures, and Tenant shall be responsible for ensuring that its trade fixtures conform to the requirements of the laws, rules, regulations, and ordinances set forth in this Section 11. 12. DISCLOSURES; NON-WAIVER; APPROPRIATIONS. (a) Sovereign Immunity. Landlord agrees, understands and acknowledges that Tenant and Occupant(s) are agencies of the Commonwealth of Virginia and with respect to tort liability for acts or occurrences on or about the Premises or the Building, including product liability, the Commonwealth, Tenant and Occupant(s) are either (i) constitutionally immune (or partially immune) from suit, judgment or liability, (ii) insured, or (iii) covered by a financial plan of risk management that is in the nature of self-insurance, all as determined by applicable laws, government policies and practices. No provision, covenant or agreement contained in this Lease shall be deemed to be a waiver of the sovereign immunity of the Commonwealth of Virginia, Tenant or Occupant(s), from tort or other liability. (b) No Indemnification. Landlord agrees, understands and acknowledges that Tenant and Occupant(s) have not agreed to provide any indemnification, defense or save harmless agreements running to Landlord. -18- (c) Choice of Law. This Lease shall be governed by, and construed according to, the laws of the Commonwealth of Virginia. The parties choose the City of Richmond, Virginia, as the venue for any action instituted pursuant to the terms of this Lease. (d) Dissolution or Restructuring of Occupant. Notwithstanding any other provision of this Lease, if an Occupant shall cease to exist, and is not replaced by a successor entity with similar powers and purposes, or its powers and authority are limited so as to not permit the continued use of the Premises for its intended purpose and use, as determined by Tenant, then Tenant shall have the right to terminate this Lease. In such event, Tenant will endeavor to give as much notice as is reasonably possible of the event triggering the termination and the anticipated date by which such Occupant will completely vacate the Premises. Nevertheless, if Tenant determines that another agency or institution of the Commonwealth has a need for the Premises, Tenant may request Landlord to permit such other agency or institution to become the Occupant of the Premises pursuant to the terms and provisions of this Lease, which will continue in full force and effect. (e) Non-Appropriation. Agencies of the Commonwealth of Virginia cannot expend funds unless appropriated by the Virginia General Assembly and may not obligate a future session of the Virginia General Assembly. It is further understood that the Rent paid by Tenant is derived from appropriations (or federal funding) made to the individual Occupants and paid over to Tenant. Therefore, notwithstanding any provision in this Lease to the contrary, if any session of the Virginia General Assembly fails to appropriate funds for the continuance of this Lease for the Occupant (or federal funding for the continuation of this Lease is no longer available), this Lease and all obligations hereunder shall automatically terminate upon depletion of the then currently appropriated or allocated funds without any penalty or liability whatsoever. Nevertheless, if Tenant determines that another agency or institution of the Commonwealth has a need for the Premises, Tenant may request Landlord to permit such other agency or institution to become the Occupant of the Premises pursuant to the terms of this Lease, which will continue in full force and effect. (f) Conflict. To the extent of any conflict between the provisions of this Section 12 and the remaining provisions of this Lease, the provisions of this Section 12 shall control. 13. REPORT OF OCCUPANCY. (a) Form of Report of Occupancy. Tenant shall, within fifteen (15) business days after receipt of a written request by Landlord, submit to Landlord, or its designee, a written Report of Occupancy specifying: (i) the Effective Date, the TI Acceptance Date, and the date on which the Lease terminates, (ii) whether this Lease is in full force and effect, (iii) the annual Rent, (iv) whether there have been any modifications to the Lease, and if there have been, a reasonable description of all such modifications, and, (v) whether Tenant or a specified employee of Tenant -19- without any investigation or inquiry has actual knowledge of any default hereunder on the part of Landlord, or if it does have such knowledge, a description of any such default. (b) Effect of Report of Occupancy. The issuance of a report requested under subsection 13(a), or any errors or omissions in such report: (i) shall not operate as an estoppel against either the Commonwealth of Virginia, any agency of the Commonwealth of Virginia, Tenant, Occupant, or any of their employees, (ii) shall not form or provide any basis for liability against the Commonwealth of Virginia, any agency of the Commonwealth of Virginia, Tenant, Occupant, or any of their employees, and (iii) shall not operate as a waiver of any rights or defenses that may be available to the Commonwealth of Virginia, any agency of the Commonwealth of Virginia, Occupant, Tenant, or any of their employees, either at that time or in the future. 14. CONDEMNATION. (a) Notice. Landlord shall give prompt notice to Tenant of any discussions, offers, negotiations or proceedings with any party regarding condemnation or taking of any portion of the Premises or the Building. (b) Rights of Parties. If any portion of the Premises or any portion of the Building is taken by eminent domain or sold to the holder of such power pursuant to a threatened taking (exclusive of takings that, in the sole but reasonable discretion of Tenant, do not materially and adversely affect the use and enjoyment of the Premises by Tenant), this Lease shall terminate effective as of the date of the taking. The date of taking shall be the earlier of: (i) the date on which title vests in the condemning entity or (ii) the date on which the condemning entity takes possession. In the event of a taking, Tenant assigns to Landlord any rights that Tenant may have in and to any portion of a condemnation award, but such an assignment shall exclude any portion that may be due for, or attributed to, Tenant's fixtures, moving expenses and allowances. If the taking does not materially and adversely affect the use and enjoyment of the Premises by Tenant, so that this Lease is not terminated, Rent shall be equitably adjusted to compensate Tenant for any adverse effect of the taking. 15. SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT. Upon request by either party, Landlord and Tenant agree to execute a Subordination, Non-Disturbance and Attornment Agreement that substantially conforms to Exhibit F, attached hereto. Any modification thereof shall be subject to approval by Tenant and the Office of the Attorney General of Virginia in their sole discretion. 16. SIGNAGE. (a) Landlord Signage. Landlord, at its expense, shall provide building standard signage listing each Occupant on the Building directory and at the entrance to each -20- Occupant’s suite. If there is a Building pylon that includes the names of any tenants in the Building, then in the event that there is space available at any time that this Lease is in effect, Tenant shall have the right to include thereon the names of any of the Occupants, provided that Tenant shall pay the installation cost thereof. (b) Tenant-Provided Signage. Tenant shall be permitted to place signage on the ingress and egress doors to the Premises and within the Premises at its expense, except for the expense for signage to be provided by Landlord as part of the Improvements or as laid out in Section 16(a) above. Pursuant to Virginia Code §18.2-283.2 (the “Code Provision”), it shall be unlawful for any person, subject to certain exceptions as detailed in the Code Provision, to carry a firearm or explosive material within the Premises. Tenant shall be permitted to place signage and/or notices detailing such restrictions (the “Notices”) on any public entrance of the Premises and Building, and within the Premises. Landlord hereby acknowledges, consents, and agrees to the prohibition detailed in the Code Provision and Tenant’s posting of the Notices at the Building, Premises, and Common Areas as Tenant deems necessary, in accordance with the Code Provision. The Notices may be in substantially the same form as that attached hereto as Exhibit H, incorporated herein by this reference, as may be modified by Tenant in its sole discretion, but in any event shall be of a size and design approved by the Commonwealth of Virginia, Department of General Services. 17. OPTION, TERMINATION, RENEWAL, AND HOLDOVER. (a) Options. Tenant shall have one (1) option of five (5) years to extend the Term of this Lease (the “Option Term”) upon providing a minimum of six (6) months’ written notice to Landlord prior to the expiration of the Initial Term. Rent during the Option Term shall be Twenty-One Thousand Seventy-Four and 00/100 Dollars ($21,074.00), and shall be paid pursuant to Section 4 of this Lease. (b) Termination. Unless otherwise terminated herein, Tenant may elect to terminate this Lease and vacate the Premises at the end of the Initial Term or the Option Term upon providing a minimum of six (6) months’ written notice to Landlord prior to the expiration of the Initial Term or the Option Term, as may be applicable, or at any time during any Renewal Term (as defined below) upon providing a minimum of six (6) months’ prior written notice to Landlord. Unless otherwise terminated herein, Landlord may elect to terminate this Lease upon the expiration of the Option Term or upon the expiration of any Renewal Term by providing a minimum of six (6) months’ prior written notice to Tenant. Landlord may also elect to terminate this Lease upon the expiration of the Initial Term, if Tenant does not exercise its option rights at such times, by providing a minimum of six (6) months’ prior written notice to Tenant. (c) Renewal. This Lease shall automatically renew and continue from year to year (each year a “Renewal Term”) on the same terms and conditions as existed -21- immediately prior to the commencement of the Renewal Term, if neither party has given a timely notice of termination as provided in Section 17(b) above. Rent during each Renewal Term will equal 105% of the Rent payable during the immediately preceding year. (d) Holdover. If Tenant continues to occupy the Premises after the termination date specified in a proper notice to terminate as provided in (b) above (“Holdover”), such Holdover shall be deemed a tenancy from month-to-month upon the same terms and conditions as existed immediately prior to the commencement of the Holdover. Either party may terminate such Holdover upon providing a minimum of four (4) months’ prior written notice to the other party. Rent during each Holdover period will equal 110% of the Rent payable during the immediately preceding year. (e) Condition of Premises. At the termination of this Lease, Tenant shall peaceably deliver the Premises in substantially the same condition as originally accepted, excepting any approved alterations by Tenant or Landlord, damage by accident or casualty for which Tenant is not responsible pursuant to this Lease, condemnation, reasonable wear and tear, and subject to any provisions herein to make repairs and restoration. (f) Posting of Notice. After a proper notice of termination has been properly given by either party, Landlord may elect to post a notice that the Premises are available for lease. Landlord may show the Premises to prospective tenants only during Tenant’s Regular Business Hours, with at least twenty-four (24) hours’ prior notice to Tenant and in such a manner so as not to disturb Tenant’s operations. 18. NOTICES. (a) To Tenant. Except as provided in § 17(f), all notices to Tenant required or permitted under this Lease shall be given in any manner set out in subsection (c) of this Section 18, to Tenant addressed to: Division of Real Estate Services Attn: Director 1100 Bank Street, 3rd Floor Richmond, VA 23219 With a copy to: Virginia Department of Health Director of Office of Purchasing and General Services 109 Governor Street, 12th Floor, Richmond, Virginia 23219 -22- (b) To Landlord. Other than oral or electronic notices where permitted under this Lease, all notices to Landlord required or permitted under this Lease shall be given in any manner set out in subsection (c) of this Section, to Landlord addressed to: Town of Vinton Attn: Town Manager 311 S. Pollard Street, Vinton, Virginia 24179 (c) Manner of Delivery. Wherever a notice is required under this Lease, notice shall be deemed to have been duly given if in writing and either: (i) personally served; (ii) delivered by prepaid nationally recognized overnight courier service; (iii) forwarded by Registered or Certified mail, return receipt requested, postage prepaid; or (iv) oral or electronic notice where expressly permitted under this Lease. (d) Date of Delivery. Each such notice shall be deemed to have been given to, served upon, or received by the party to which such notice is properly addressed on the date the same is (i) delivered to the proper notice address in a manner provided for under Section 18(c), or (ii) delivery is refused. (e) Change of Address. Each party to this Lease shall notify the other party of a new address at which to mail notices, which notice shall be given in the manner provided above, and unless and until such notice of new address is given, notices to a party hereto shall be sufficient if mailed to such party's address as specified in this Section. (f) Alternative Methods. Where notice by Tenant is sent by an alternative method, the notice shall be effective if actually received by Landlord, or its appointed agent. 19. BINDING EFFECT; AMENDMENTS. Except as set forth below with regard to the approval of the Governor of Virginia, the covenants, agreements, and rights contained in this Lease shall bind and inure to the respective heirs, personal representatives, successors and assigns of Landlord and Tenant. This Lease and all exhibits and attachment hereto, all of which are hereby incorporated herein as a part hereof, constitute the entire, full and complete understanding and agreement between Landlord and Tenant, and all representations, statements, warranties, covenants, promises or agreements previously made or given by either party to the other are expressly merged into this Lease and shall be null, void and without legal effect. This Lease shall not be effective or binding unless and until signed by all parties and Tenant obtains the recommendation of the Virginia Department of General Services and the approval of the Governor of Virginia, or his designee, as required by the Code § 2.2-1149. No amendment or modification of any of the terms of this Lease shall be binding on Tenant unless in writing and executed by all parties to this Lease with the same formality as this Lease. 20. DEFAULT. -23- (a) Permitted Termination. The termination of this Lease by Tenant or Landlord pursuant to the provisions contained herein shall not be a default hereunder. (b) Breach; Rights; No Additional Obligations. If either party shall breach any provision of this Lease, the non-breaching party may give written notice thereof to the breaching party. Except as otherwise provided in this Lease, the breaching party shall have thirty (30) days (which shall be extended to the extent reasonably necessary if a cure shall reasonably require more than thirty (30) days, provided the breaching party promptly commences the cure and diligently pursues completion thereof) from the receipt of the notice to cure the breach and, if not so cured (i) in the case of a Landlord breach, Tenant, at its option, may deduct from future Rent or other payments otherwise due to Landlord under the terms of this Lease the costs Tenant incurs in curing Landlord’s breach, including curing a breach by Landlord of a failure to pay Tenant any sum of money by making such deduction, and/or Tenant may, at its option, exercise such rights as may exist at law or in equity, and (ii) in the case of a Tenant breach, Landlord may, at its option, exercise such rights as may exist at law or in equity, except that Landlord shall not take possession of the Premises by any self-help remedy. The provisions of this subsection shall not be construed as imposing any additional obligations on the non-breaching party to the extent that this Lease permits the non-breaching party to take certain actions as a result of a breach by the other party. 21. TELECOMMUNICATIONS EQUIPMENT. Subject to all applicable federal, state and local laws, including zoning ordinances, and provided that the same does not interfere with any then-existing, similar equipment maintained on the roof of the Building, Tenant shall have the right, at Tenant’s sole expense, to place upon the roof of the Building one antenna and/or one standard-size telecommunication dish (“Satellite Equipment”) as are reasonably necessary or otherwise reasonably desired by Tenant and / or Occupant for the operations of Tenant and / or such Occupant. Any related telecommunications equipment that is not required or otherwise reasonably desired by Tenant and / or Occupant to be located on the roof shall be placed within the Premises. Prior to any such installation, the specifications and location of the Satellite Equipment shall be subject to Landlord’s reasonable approval, which Landlord shall not unreasonably withhold, condition or delay. Landlord may establish reasonable rules relating to the positioning of such Satellite Equipment on the roof, as well as the manner of installation thereof so as to not interfere with the structural integrity of the roof or the rights of then current Building tenants. Tenant shall be responsible to assure that the installation, maintenance, operation and removal of such Satellite Equipment (a) complies with all laws, rules and regulations applicable thereto and (b) will not interfere with or adversely affect the operation of any other then current tenant, including any electrical or mechanical equipment thereof, located within the Building, and Tenant agrees to repair any damage to the Building arising from the installation, maintenance or removal of the Satellite Equipment. There shall be no additional Lease costs or Rent associated with such rooftop rights. In the event that any Satellite Equipment is not removed and the rooftop repaired by Tenant within ninety (90) days after the expiration or any termination of this Lease, then Landlord, at Landlord’s -24- option, shall (i) become the rightful owner of such Satellite Equipment, and Tenant shall execute reasonable necessary documentation to evidence the conveyance of such Satellite Equipment to Landlord, or (ii) Landlord shall be entitled to remove such Satellite Equipment and repair the rooftop at Tenant’s sole reasonable cost and expense. To the extent any Occupant shall have a need for Satellite Equipment, Landlord will make available to Tenant a conduit from the portion of the Premises occupied by such Occupant to the roof to install wiring and related equipment necessary to connect such Satellite Equipment on the roof with the occupied space. If such conduit does not exist, the cost of installation shall be reimbursed by Tenant promptly upon submission by Landlord of an invoice therefor. The provisions of this paragraph relating to the removal of the Satellite Equipment shall survive the expiration of the Term of this Lease or any termination of this Lease. 22. PRESUMPTIONS. No presumption shall be created in favor of or against any of the parties to this Lease with respect to the interpretation of any term or provision of this Lease due to the fact that this Lease, or any part hereof, was prepared by or on behalf of one of the parties hereto, as may be evidenced by the disclosure on the face of this Deed of Lease made pursuant to the Code § 17.1-223. 23. ASSIGNMENT. Tenant may not assign this Lease, or sublet the Premises, without the written consent of Landlord, which consent may be withheld at Landlord’s discretion, except that Tenant may assign this Lease to any other agency or institution of the Commonwealth of Virginia without Landlord’s consent, pursuant to the terms of Sections 2 and 12. 24. INTENTIONALLY DELETED. 25. NOVATION. The parties acknowledge that a certain prior Deed of Lease, relating to the Premises, dated April 19th, 2010, by and between Landlord and Tenant (the “Prior Lease”), is currently in a year-to-year renewal. Notwithstanding any terms in the Prior Lease to the contrary, the parties hereby agree that the Prior Lease shall terminate at 11:59 p.m. on the day before the Effective Date and shall thereupon be of no further force or effect. 26. SURVIVAL OF EXTENSION TERM. In the event that Tenant terminates this Lease due to a failure of Landlord to complete the Tenant Improvements as provided in Attachment A, the Extension Term shall automatically remain in effect for a period of one (1) year from the date of termination of this Lease (the “Survival Term”), on the terms and conditions currently in effect (other than the termination date thereof), including any escalation in Rent; provided, however, that Tenant may terminate the Survival Term at any time by giving Landlord at least six (6) months written notice. Landlord and Tenant, who are the sole parties to this Lease, agree that, notwithstanding anything herein to the contrary, this provision shall be construed as an amendment to the Extension Term and shall remain in effect notwithstanding the termination of this Lease. 27 HEADINGS. The headings of the sections of this Lease are inserted for convenience only -25- and do not substantively alter, modify, or amend the provisions that follow such headings. 28. COUNTERPARTS. This Lease may be executed on one or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same document. The execution of this Lease at different times and in different places by the parties hereto shall not affect the validity of this Lease. 29. ADDITIONAL PROVISIONS. This Lease is subject to the following terms, conditions, modifications, additions and/or deletions provided in the following designated attachments and exhibits, all of which are hereby incorporated into this Lease as a part hereof: Attachments: A General Terms and Conditions for Work to be Performed by Landlord Exhibits: A Floor Plan A-1 Tenant Improvements B. Certificate of Completion of Tenant Improvements (COCTI) C. Guidelines for Interior Improvements D. Intentionally deleted E. Janitorial Specifications F. Subordination, Non-Disturbance and Attornment Agreement G. Sample W9_COVA Substitute H. Notices [Signatures appear on following pages.] -26- IN WITNESS WHEREOF, the parties hereto have affixed their signatures and seals. LANDLORD: TOWN OF VINTON, VIRGINIA a political subdivision of the Commonwealth of Virginia By: Title: COMMONWEALTH OF VIRGINIA CITY/COUNTY OF __________________, to wit: The foregoing Deed of Lease was acknowledged before me this ______day of ________________, 2024 by ___________________________ acting in his/her capacity as ___________________ of the Town of Vinton, Virginia on behalf of the town. My commission expires: Registration No. ___________ Notary Public [Signatures continue on following pages.] -27- TENANT: COMMONWEALTH OF VIRGINIA DEPARTMENT OF GENERAL SERVICES By: Title: COMMONWEALTH OF VIRGINIA CITY/COUNTY OF __________________, to wit: The foregoing Deed of Lease was acknowledged before me this ______day of __________________, 2024 by _______________ acting in her capacity as Director of the Commonwealth of Virginia, Department of General Services, on behalf of the agency. My commission expires: Registration No. ____________ Notary Public [Signatures continue on following page.] -28- RECOMMEND APPROVAL: DEPARTMENT OF GENERAL SERVICES By: Director APPROVED BY THE GOVERNOR: Pursuant to § 2.2-1149 of the Code of Virginia (1950), as amended, and as the official designee of the Governor of Virginia, as authorized and designated by Executive Order 88 (01) dated December 21, 2001, I hereby approve the acquisition of the Premises pursuant to this Deed of Lease for and on behalf of the Governor of Virginia. Secretary of Administration Date [End of signature pages.] -29- Attachment A GENERAL TERMS AND CONDITIONS FOR ALL WORK TO BE PERFORMED BY LANDLORD All capitalized terms in this Attachment A which are not otherwise defined in this Attachment A shall have the meaning given to such terms in the Lease to which this Attachment A is attached. This Attachment shall apply to all work to be performed by Landlord for the benefit of Tenant at the Premises, pursuant to Section 8(b) of the Lease. (a) Landlord, shall, at Landlord’s sole cost and expense, perform and complete all the Tenant Improvements, in a professional and competent manner using good quality materials, on or before the Projected Completion Date. If Landlord fails to substantially complete the Tenant Improvements within fifteen (15) business days of the Projected Completion Date, Tenant shall have one day of rent abatement for each day of delay, except to the extent that delay was caused by Tenant Delay. This Rent abatement shall include all Rent otherwise due and owing to Landlord by Tenant. Such rent abatement shall commence on the day after the Projected Completion Date and shall continue through the TI Acceptance Date. Furthermore, if Landlord fails to substantially complete the Tenant Improvements and to so prepare the Premises for occupancy within thirty (30) business days of the Projected Completion Date, except to the extent that delay was caused by Tenant Delay, Tenant shall have the right to either: a. terminate this Lease, provided that notice of termination is sent prior to substantial completion of the Tenant Improvements. For each day of Tenant Delay, it shall be presumed that the TI Acceptance Date occurred one day earlier then in fact it occurred (but in any event not earlier than the Effective Date). Tenant Delay shall mean any delay caused by Tenant’s interference with the completion of the Tenant Improvements. Landlord shall give Tenant written notice of any alleged Tenant Delay within five (5) business days of the happening of such event; or b. Complete the Tenant Improvements itself and recover the actual costs of such completion from Landlord by Rent deduction or in any manner prescribed by law. The Rent abatement set forth in Section (c) herein shall continue while Tenant completes the Tenant Improvements pursuant to this subsection. Following the completion of the Tenant Improvements, Tenant shall, within five (5) business days thereafter, conduct a walk-through inspection to determine if there are deficiencies in the work. The walk-through inspection may be conducted earlier if agreed by both Landlord and Tenant. If, as of the walk-through inspection, Tenant finds: (A) that all Tenant Improvements have not been satisfactorily completed, in the good faith opinion of Tenant, (B) that any of the Tenant Improvements have not been performed in a good and workmanlike manner or has been done with poor quality or used materials, or (C) that all required building inspections or approvals applicable to the Tenant Improvements have not been properly obtained, then Tenant may determine that the Tenant Improvements are -30- not substantially complete and refuse to accept the Tenant Improvements at that time. All deficiencies (as described above) shall be specified in writing to Landlord. Landlord shall correct all deficiencies within fourteen (14) business days of Tenant's notice. Tenant shall not be obligated to accept the Tenant Improvements until the deficiencies are satisfactorily corrected. Alternatively, without waiving any other rights under the Lease or this Attachment, or Tenant’s remedies under law or equity, Tenant may accept the Tenant Improvements and provide Landlord with a written punch list of minor items that need correction. Landlord agrees to correct all such punch list items within fourteen (14) business days after receipt of the written punch list. If the punch list items are not corrected within said fourteen (14) business day period, then Tenant may, but is not obligated to, correct all punch list items with its own resources and deduct the reasonable costs of such corrections from Rent and any other amounts due under the Lease and/or pursue any other legal or equitable remedies available to it. Acceptance of the Tenant Improvements shall not be construed as Tenant’s waiver of: (i) any defect or condition not reasonably known to Tenant prior to acceptance of the Tenant Improvements, unless Landlord has given Tenant actual written notice thereof; or (ii) any obligation of Landlord to maintain and repair the Premises, the Building or the Parking Lot. (e) Intentionally Deleted. (f) Acceptance of the Tenant Improvements shall not be construed as Tenant’s waiver of: (i) any defect or condition not reasonably known to Tenant prior to its occupancy of the Premises that may interfere with Tenant’s use and enjoyment of the Premises, unless Landlord has given Tenant actual written notice thereof; or (ii) any obligation of Landlord to maintain and repair the Premises. (g) Tenant shall accept the Tenant Improvements, and the Initial Term Rent shall commence to accrue (subject to any abatement thereof), after all provisions of this Attachment A are satisfied, in Tenant’s reasonable discretion (the “TI Acceptance Date”). If the Initial Term Rent commences to accrue on a day other than the first day of a month, the Rent shall be prorated for the remainder of that month, with payment for such prorated period due with the first full month’s payment of Initial Term Rent. The parties shall execute the COCTI memorializing the TI Acceptance Date and the date of commencement of the Initial Term. (h) Change Orders (1) Upon Tenant’s written request for any change to the Work, Landlord shall notify Tenant of the extent by which the same shall delay or shorten the time for substantial completion of the Work, and Tenant shall either (A) withdraw its request for such change or (B) reaffirm its request for such change. Tenant’s affirmation of such request shall be deemed an acknowledgement of the effect on construction time, with the effect that the date first specified in Section 3 of the Lease shall be modified by adding the number of days specified by Landlord. (2) In addition to the requirements of Section (h)(1), upon Tenant’s written request for any change, Landlord shall notify Tenant of the extent by which the same shall increase or -31- decrease the cost of the Work, and Tenant shall either (A) withdraw its request for such change or (B) reaffirm its request for such change. Tenant’s affirmation of such request shall be deemed an acknowledgement of the effect the change has on the cost of the Work and Tenant’s responsibility for such cost. Nevertheless, if the payment of such amount is not expressly authorized by the Lease or an existing amendment thereto, then the change order shall be withdrawn unless a new amendment authorizing the payment of such amount is approved and executed by all parties with the same formality as the Lease. (3) Tenant shall be responsible for the cost of its proposed change orders only to the extent that the net effect of all such change orders increases the total cost of the Work as evidenced by the contracts entered into by Landlord, which shall be provided to Tenant if so requested. (4) Landlord may propose changes to the Work, in writing, subject to the approval of Tenant, which may be withheld in its sole but reasonable discretion. Landlord’s proposal shall state the effect the change will have on the date of completion of the Work. No such change shall be deemed a Tenant Delay, and any cost associated with such change shall be borne by Landlord. If any such change shall result in a cost decrease, then the amount of such decrease shall be available to Tenant to apply to any change order proposed by Tenant, and Tenant shall not be liable to reimburse Landlord for such amount. Notwithstanding any provision to the contrary in the Lease or this Attachment, any change to the Work to correct any defect in the plans and specifications for the Work or in the construction or permit drawings for the Work, any defective or incorrect materials or workmanship, or any damage caused in whole or in part by Landlord or its contractors or their respective agents, employees, contractors, invitees, successors or assigns, shall be deemed to have been requested by Landlord, even if actually requested by Tenant. (5) Landlord shall provide to Tenant documentation showing the effect of all change orders on the cost of construction, and payment thereof by Landlord to the contractor. Any amount due from Tenant to Landlord shall be due and payable within thirty (30) days following Tenant’s acceptance of the Premises, subject to Landlord providing to Tenant documentation that Landlord has paid the contractor in full. -32- Exhibit A Floor Plan -33- Exhibit A-1 Tenant Improvements 1. Updated LED Lighting (facility-wide) 2. Replacement of Ceiling Tiles (facility-wide) 3. Replacement of exterior rear doors (2), primary entrances for VDH 4. Updates to public lobby/waiting room- paint/wallpaper, etc. 5. Replace lights in the employee and clinic bathrooms. 6. Updating the sink and countertop we have in our "kitchen" area. 7. New cabinet in Lab, Exam Room 1 and Exam Room 2. -34- Exhibit B CERTIFICATE OF COMPLETION OF TENANT IMPROVEMENTS This Certificate of Completion of Tenant Improvements, dated ________ 20__, is entered into by and between_____________________________________, as Landlord, and the Commonwealth of Virginia, ________________(the agency name), as Tenant, the parties to a certain Deed of Lease (the "Lease") demising certain premises (the "Premises") located in the City/County of _______________, Virginia, which are more fully described in said Lease dated ____________. The undersigned Landlord and Tenant do hereby declare and confirm that the Tenant has accepted the Tenant Improvements effective as of the _____ day of ____________, 20__, (TI Acceptance Date) [subject to the punch list items set out on Exhibit A attached hereto and agree that the Initial Term shall commence on the ____ day of _____________, 20__, and terminate on the ___ day of ______, 20__. Completion of the punch list items is subject to the provisions of Attachment A of the Lease.] The annual rent shall be as specified in the Lease. All other provisions in the Lease shall remain unchanged and in full force and effect. LANDLORD: By: Title: TENANT: COMMONWEALTH OF VIRGINIA DEPARTMENT OF GENERAL SERVICES By: Title: -35- EXHIBIT C GUIDELINES FOR INTERIOR OFFICE TENANT IMPROVEMENTS This listing is intended to be a general description of the general level of acceptable finishes the Commonwealth of Virginia expects in the build out of leased office space, however, the requirements of the Tenant and Occupant will vary from site to site and specific finishes will be defined in the course of the design of the Tenant Improvements. Only those provisions of these Guidelines that relate to the Tenant Improvements identified in Exhibit A-1 are incorporated into this Lease. ADA Accessibility  All facilities shall comply with applicable ADA codes and regulations for access and ability to work in a barrier free space.  Accessible facilities to include parking, building entrance, elevators, toilets and other ancillary spaces as well as tenant office areas. Environmental  The building is to be free of friable asbestos, or friable asbestos must be properly abated prior to occupancy. ACM’s must be managed under an appropriate management plan. Certification will be required as part of the lease.  Only low VOC adhesives, paint and other materials to be used.  Space to be mold free. Certification of mold free environment may be required. Ceiling  Lay-in acoustical 2’ x 2’ or 2’x4’ tiles with suspended grid, with minimum NRC of 0.65. Lighting  Modern indirect 2’x2’ or 2’ x 4’ recessed indirect light with narrow 4” perforated center basket LED fixtures with energy efficient lamps (T-8 or better) and electronic ballasts shall be provided. Fixtures shall be capable of producing and maintaining a uniform lighting level of 50-foot candles at working surface height throughout the space. Indirect lighting to be suspended when ceiling height allows.  Restroom lighting shall be 30 foot candles measured at counter height and 20 foot candles measured at the floor in enclosed corridors.  Dimmable ballast fluorescent or zoned lights shall be provided for conference/training rooms and reception areas.  Emergency egress lighting as required by applicable life safety codes shall be provided throughout the entire space. -36- Walls  Gypsum wallboard, minimum thickness of 5/8” with studs at a maximum of 24” on center, level 4 finish.  Acoustical treatment in walls for all conference/meeting/training rooms, e.g. 3 ½” sound attenuation batt insulation.  Walls to be finished with primer and two finish coats of paint.  If applicable, Movable Partition in training/conference room to be manually operated panels with 49/50 STC sound rating, Vinyl finish over a steel face, manual floor seals and lever closure. Windows  1” wide, metal blade mini blinds shall be provided and installed. Doors  Flush solid wood core. Tenant to select whether doors will be stained or painted.  Minimum 3’-0” wide x 7’ high.  ADA compliant lever hardware.  Locks and closers provided as required in compliance with ADA and as required by Tenant.  Automatic assist on building and/or suite entry doors as required by ADA code. Floor  Finished floor to be 1/4” over 10 feet level and clean, ready to receive carpet or resilient flooring. Carpet  Branded 100% nylon with minimum density of 6,000.  Minimum face weight for carpet tiles to be 20 oz. per sq. yd.  Minimum face weight for broadloom products to be 26 oz. per sq. yd. Resilient Flooring Acceptable:  If Vinyl Composition tile is specified/used – 12” x 12”, Armstrong, Tarkett, or equal.  If Ceramic Tile is specified/used – thinset in 12” x 12” Crossville or equal. Vinyl Base  Shall be 1/8” gauge x 4” high, cove profile in longest lengths possible, continuous roll preferred. Casework  To meet A.W.I. Standard for custom grade.  High pressure plastic laminate on all exposed surfaces.  To be designed and constructed to meet ADA codes.  Solid surface countertops on all toilets having multiple fixtures.  Storage shelving as required by Tenant. -37- Electrical Power  7.5 watt per square foot.  Clean source power available, free of distortion and harmonics.  Core drills as needed for tenant systems furniture layout. Sprinkler System  Certified, compliant, fully operational sprinkler system to be provided to meet local building codes. HVAC System  Must provide a temperature throughout the leased Premises of not less than 68º F nor more than 74º F year round, during regular business hours of the Occupants, with a minimum of 20% relative humidity when heat is being provided and with a maximum of 60% relative humidity when air conditioning is being provided.  Provide terminal device every 1,200 square feet.  Fresh air exchange rates and CO2 levels shall comply with Ventilation Standard for Virginia MEP code 62.1, 2007. White Noise System  White noise masking system if specified by Tenant or architect. Coffee Breakroom  One coffee bar per floor  Water lines for supply and drainage.  Casework and power for appliances. Appliances to include toaster, microwave, refrigerator, coffee machine, icemaker. Exhaust System  Required for all toilet facilities. Drinking Fountains  The Lessor shall provide a minimum of one (1) chilled water drinking ADA Compliant fountain on each floor. Travel from any part of the leased space to this water fountain must not exceed 150 feet. High Density Filing  Live floor load shall be sufficient to accommodate modern high density filing system in specified locations. Building Vending Area  Water lines for supply and drainage.  Dedicated/separate electrical circuits for appliances and vending as required.  Supplemental cooling if required. -38- Cabling/Telecommunications/Electrical  Accessible and appropriately sized conduit from the demark location to all occupied floors.  Core drills as needed to accommodate tenant’s systems furniture layout.  1” conduit within the premises. Server Room  VCT or raised floor if required.  Full height insulated walls.  Supplemental (mini-split) HVAC system.  NEMA electrical outlets  Separate electrical panel with an emergency shut off button within the server room. Security  Card reader access system with electric strikes as identified on Tenant’s space.  Controlled access into specified areas, if required.  Security glass as required by Tenant in reception area, if applicable. -39- EXHIBIT D INTENTIONALLY DELETED EXHIBIT E JANITORIAL SPECIFICATIONS Cleaning conducted on Monday through Friday shall be performed outside of Tenant’s Regular Business Hours. Roanoke County on behalf of the Landlord shall maintain the Premises and Building, including outside areas, in a clean condition and shall provide equipment and supplies, which supplies shall be “environmentally friendly” wherever practicable and economical. The following schedule describes the level of services required. Performance will be based on Tenant's evaluation of results, not the frequency or method of performance. DAILY Empty Trash and Recycle Remove Spots/Spills from Floors and Elevators Remove Visible Debris/Litter from Floors, Elevators and Loading Docks/Platforms Spot Clean Tables Straighten Chair – Furniture Turn Off Lights Clean Drinking Fountains Police Sidewalks, Parking Areas and Driveways -40- DAILY RESTROOM CLEANING SPECIFICIATIONS Sinks Floors Counters Trash Receptacle Toilets/Urinals Dispensers Doors Spot Clean Walls Spot Clean Partitions Sweep and Damp Mop Floor WEEKLY Dust Desks and Computer Monitors (WILL NOT MOVE ANYTHING ON DESK) Vacuum Carpet Vacuum/Sweep Elevators Vacuum/Sweep Entrances, Lobbies, Corridors and Stairs Spot Clean Wastebaskets Clean Telephones Dust File Cabinets, Partitions and Bookshelves Spot Clean Chairs Spot Clean Doors Clean Tables Spot Clean Pictures and Surfaces Over 5’ Dust Window Sills, Ledges and Radiators Spot Clean Side Light Glass Sweep Loading Docks/Platforms MONTHLY Clean Light Fixtures and Vents Clean Walls, Switch Pates and Baseboards Clean Wastebaskets Clean Chairs Clean Doors Clean Tables Dust Lights Dust Pictures and Surfaces Over 5’ Clean Ceiling Vents -41- Clean Walls Clean Partitions ONCE EVERY FOUR MONTHS Clean Metal and/or Marble Surfaces in Lobbies. TWICE A YEAR Wash All Interior and Exterior Windows and Other Glass Surfaces. YEARLY Wipe with Damp Cloth all Blinds FLOOR CARE SPECIFICIATIONS DAILY Remove Spots/Spills from Floors and Elevators Remove Visible Debris/Litter from Floors and Elevators WEEKLY Burnish Polished Surfaces Vacuum Carpet Spot Clean Carpet MONTHLY Scrub Restroom Floors Scrub and Recoat Copy Room Floors Scrub and Recoat Kitchenette Floors ONCE EVERY FOUR MONTHS Shampoo Conference Room, Entrance and Elevator Carpets YEARLY Strip and Refinish all vinyl tile Shampoo All Carpets in Office Areas, Corridors, Lobbies, and Other Non-Public Areas -42- EXHIBIT F SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is made effective as of the day of , , by and among (“Lender”), (“Landlord"), and _______________________________________ ("Tenant"). R E C I T A L S WHEREAS, By Deed of Lease dated between Landlord and Tenant ("Lease"), Landlord leased to Tenant certain premises located in , situated in the , Virginia ("Premises"), which are more particularly described in said Lease. WHEREAS, Lender is the owner and holder of indebtedness secured by a Deed of Trust dated , 20 , which constitutes a lien against the Premises ("Deed of Trust"); and WHEREAS, Tenant has agreed to subordinate the above-referenced Lease to the Deed of Trust, upon the terms and conditions stated in this Agreement. A G R E E M E N T NOW, THEREFORE, in consideration of their mutual promises, Lender, Landlord, and Tenant agree as follows: -43- 1. Subordination. The Lease and all renewals, modifications, and extensions of the Lease are subject and subordinate to the Deed of Trust and all renewals, modifications, and extensions of the Deed of Trust. 2. Attornment. Tenant agrees to attorn to the Lender if Lender acquires title to the Premises at a foreclosure sale under the Deed of Trust, pursuant to a deed-in-lieu of foreclosure, or otherwise (each a “Foreclosure Event”), or to any third party who acquires title to the Premises pursuant to a Foreclosure Event (“Third Party Purchaser”), in each case under all of the terms, conditions, and covenants of the Lease; provided that: a. Tenant shall be under no obligation to pay any rent or render any performance to the Lender or any Third Party Purchaser until it has received notice (in the manner provided in the Lease) of its obligation to do so from the party entitled to such payment or performance, together with a copy of such party's deed, title insurance policy or other such satisfactory evidence of title; b. The Lender or Third Party Purchaser must assume all obligations of the Landlord under the Lease, which is incorporated in this Agreement by reference, from the date the Lender or Third Party Purchaser acquires title to the Premises, and the Lease will continue in full force and effect as a direct lease between Lender (or Third Party Purchaser, if applicable) and Tenant, under the terms, covenants and conditions of the Lease, for the remainder of the Lease term; c. Such attornment shall be automatic and self-operative, requiring no further action or documentation on the part of Lender, Landlord, or Tenant; and d. To the extent a Third Party Purchaser acquires the Premises or if Lender assigns or transfers its interest in the Loan Documents (as defined below) or the Premises, all obligations and liabilities of Lender under this Agreement shall terminate and be the responsibility of the Third Party Purchaser or other party to whom Lender’s interest is assigned or transferred.. 3. Payment of Rent to Lender. If Lender becomes a mortgagee in possession of the Premises or exercises its rights under the loan documents securing its loan to the Landlord to have rental payments made directly to Lender without taking possession of the Premises, Tenant agrees to make all payments of rent directly to Lender upon Lender's written instructions to Tenant. If and to the extent that Lender demands and receives any such payments from Tenant: a. Landlord agrees that Tenant may rely upon such written instructions of Lender and need not obtain other confirmation of Lender's right and authority to receive such payments; b. Landlord, to the extent of such rental payments, releases and discharges Tenant from liability under the Lease for such payments, to the same extent as if they had been made to Landlord; and -44- c. Landlord agrees to look solely to Lender for recovery of any such payments made by Tenant in the event Landlord disputes Lender's right to receive such payments. 4. Non-Disturbance. The Lender agrees that so long as Tenant is not in default under the Lease, or any extension or renewal thereof, beyond any applicable cure periods: a. The Tenant's quiet enjoyment, use, occupancy and possession of the Premises and its rights and privileges under the Lease or any extension or renewal thereof, will not be diminished or interfered with and its occupancy of the Premises will not be disturbed if Lender or Third Party Purchaser acquires title to the Premises via a Foreclosure Event; and b. Tenant will not be named or joined as a party in any suit, action or proceeding for the foreclosure of the Deed of Trust, or the enforcement of any rights of Lender under the Deed of Trust, unless required by law. 5. Tenant Fixtures, Alterations and Improvements. Lender agrees that the lien of the Deed of Trust shall not cover any of Tenant’s fixtures, alterations or improvements to the Premises which Tenant, under the terms of the Lease, is permitted to remove from the Premises. 6. Lender's Right to Cure Landlord Defaults. So long as the premises are subject to the lien of the Deed of Trust, Tenant shall, if so required by the Lease, give Lender duplicate notice of any claimed default on the part of the Landlord under the Lease, in the manner provided by the Lease, at the address set forth in this Agreement. If not so required by the Lease, Tenant shall, as a courtesy to Lender and not as a requirement hereunder, endeavor to give Lender the notice as aforesaid, but Tenant shall not be liable to Lender for any failure to give any such notice. Tenant consents to Lender curing any default by Landlord, during the identical time period that Landlord could so cure; provided, however, that such consent shall not be construed to create and does not create any obligation by Tenant to give notice of default to Lender beyond any such obligation set out in the Lease. 7. Tenant’s Right to Cure Landlord Defaults. So long as the premises are subject to the lien of the Deed of Trust, Lender shall give Tenant duplicate notice of any claimed breach or default by Landlord under the Deed of Trust or other documents evidencing, securing and/or otherwise pertaining to the Deed of Trust (“Loan Documents”), at the address set forth in this Agreement. Lender agrees that Tenant shall have the right, but not the obligation, to cure any breach or default specified in such notice within such period of time given to Landlord under the Deed of Trust or Loan Documents. Landlord consents to Tenant curing any such default by Landlord, during the identical time period provided by Lender to Landlord for such cure. 8. Notices. All notices required or permitted by the terms of this Agreement shall be deemed given by mailing such notice by certified U.S. mail, postage prepaid, return receipt requested, to each party and such notices shall be addressed as set forth below. A party may change the address to which notices must be sent only by giving notice to the other parties in accordance with this Paragraph. The initial notice address for each party is as follows: -45- If to Lender: If to Tenant: If to Landlord: 9. Interpretation and Effect. This Agreement: a. shall remain in effect at all times during the Lease or any extension or renewal thereof, notwithstanding any default or Foreclosure Event; b. shall be governed, enforced, and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles, and any legal action against the Commonwealth of Virginia or Tenant shall be instituted and maintained only in the courts of the Commonwealth of Virginia situated in the City of Richmond, Virginia; c. binds the parties and their successors and assigns, and the covenants contained in this Agreement shall be covenants running with the land and bind all successors in title to the Premises; and d. may not be modified except by a writing executed by the parties or their respective successors in interest. 10. Additional Terms. This agreement, or any errors or omissions herein, shall not operate as an estoppel against either the Commonwealth of Virginia or the Tenant, shall not form or provide any basis for liability against the Commonwealth of Virginia or the Tenant, and shall not operate as a waiver of any rights, claims or defenses that may be available to the Commonwealth of Virginia or Tenant either at this time or in the future. Without limiting any of the foregoing, no provision, covenant or agreement contained in this Agreement shall be deemed in any manner to be a waiver of the sovereign immunity of the Commonwealth of Virginia or Tenant from tort or other liability. [Signatures on Following Pages] -46- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers, all as of the date first stated above. Tenant: By: Name: __________________________________________ Title: __________________________________________ COMMONWEALTH OF VIRGINIA CITY OF RICHMOND, to-wit: The foregoing instrument was acknowledged before me this day of , 20 , by as for , in my jurisdiction aforesaid. My commission expires: Registration Number Notary Public Lender: By: Name: Title: STATE OF CITY/COUNTY The foregoing instrument was acknowledged before me this day of , 20 , by as for , in my jurisdiction aforesaid. My commission expires: Registration Number Notary Public -47- Landlord: By: Name: Title: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , by as for , in my jurisdiction aforesaid. My commission expires: Registration Number Notary Public -48- EXHIBIT G SAMPLE W-9 COVA SUBSTITUTE FORM Completion Information: In order for a vendor (Landlord) to do business with the Commonwealth and to receive payment from the Commonwealth, the vendor must be set up in CARDINAL, the Commonwealth’s statewide accounting system. To be set up in CARDINAL, a vendor is required to complete and return the Commonwealth of Virginia Substitute W-9 form (“W-9 COVA Substitute Form”), a sample of which is included herein. This W-9 COVA Substitute Form is different from the IRS W-9 form. The IRS has allowed the Commonwealth the opportunity to create a substitute W-9 and require use of such substitute form. When completing the W-9 COVA Substitute Form: • Make sure that the EIN or social security number provided is identical to that which is used to file the associated tax return (box 1). The Commonwealth performs a cross check of the EIN or social security number provided with tax records and if the numbers do not match the W-9 COVA Substitute Form is returned. • Close attention should be paid to the information to be completed in the “remittance address” box. The information provided in this box should be the remittance NAME and remittance ADDRESS of to whom the payments (Rent) are to be payable and to where the business payments (Rent) are to be received. -49- -50- -51- -52- -53- EXHIBIT H NOTICES