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HomeMy WebLinkAbout6/15/2021 - Regular1 Vinton Town Council Regular Meeting Tuesday, June 15, 2021 at 7:00 p.m. PARTICIPATION WILL BE BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016 AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY The Vinton Town Council will hold its regular meeting at 7:00 p.m. on Tuesday, June 15, 2021, using electronic communication means without the public being present in the Council Chambers. Participation by Council members, staff, and the public will only be available through electronic means. The public will have access to observe this regular meeting of Town Council through a livestream on the Town’s Facebook page at www.facebook.com/vintonva. Citizens may register to speak at this Council Meeting by calling the Town Clerk’s Office at 540-983- 0607 or sending an email to sjohnson@vintonva.gov by 12 Noon on Friday, June 11, 2021. Once registered, the citizen who wishes to address Council will be provided the Zoom meeting information and will be allowed to join the meeting and address Town Council by electronic means. AGENDA Consideration of: A. CALL TO ORDER B. CONFIRMATION THAT MEETING IS BEING HELD IN ACCORDANCE WITH ORDINANCE NO. 1016 AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY AND ROLL CALL C. MOMENT OF SILENCE D. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG E. UPCOMING COMMUNITY EVENTS/ANNOUNCEMENTS F. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS G. CONSENT AGENDA H. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS I. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and questions for issues not listed on the agenda. Sabrina M. McCarty, Vice Mayor Keith N. Liles, Council Member Laurie J. Mullins, Council Member Michael W. Stovall, Council Member Vinton Municipal Building 311 South Pollard Street Vinton, VA 24179 (540) 983-0607 2 J. TOWN ATTORNEY K. TOWN MANAGER 1. BRIEFINGS a. Briefing on the Town of Vinton’s 2021 annual progress report on specific mitigation projects set forth in the adopted 2019 Roanoke Valley- Alleghany Regional Hazard Mitigation Plan that was adopted on October 15, 2019 by the Vinton Town Council – Nathan McClung b. Briefing on American Rescue Plan Act of 2021 (ARPA) – Cody Sexton 2. ITEMS REQUIRING ACTION a. Consider adoption of an Ordinance approving the Town of Vinton, Virginia budget for the fiscal year beginning July 1, 2021 and ending June 30, 2022 – Anne Cantrell b. Consider adoption of a Resolution to transfer funds in the General Fund, Grant Fund and Stormwater Fund between line items and cost centers to balance these accounts in the FY 2020-2021 Budget – Anne Cantrell c. Consider adoption of Resolution appropriating funds in the amount of $1,352.17 from the Revenue Account-Recoveries and Rebates to the Police Department Operating Budget Account-Maintenance and Repair of Equipment to repair a police vehicle – Anne Cantrell d. Consider adoption of a Resolution appropriating funds in the amount of $364.20 received for scrap metal to the Public Works budget – Anne Cantrell e. Consider adoption of a Resolution authorizing the Town Manager to execute a Contract for Professional Legal Services between the Town of Vinton and Roanoke County Commonwealth’s Attorney -Town Manager f. Consider adoption of a Resolution authorizing the Town Manager to execute an Agreement between the Virginia Department of Housing and Community Development (DHCD) and the Town for the Industrial Revitalization Fund (IRF) for the Gish Mill Redevelopment Project – Town Manager g. Consider adoption of a Resolution granting a loan to Gish Mill Davii, LLC. in the amount of $468,750 from the Industrial Revitalization Fund Grant and authorizing the Mayor and/or the Town Manager to execute the necessary documents to complete said loan to Gish Mill Davii, LLC. – Town Manager 3. PROJECT UPDATES/COMMENTS 3 L. REPORTS FROM COUNCIL COMMITTEES 1. April 2021 Financial Report – Anne Cantrell M. APPOINTMENS TO BOARD/COMMISSIONS/COMMITTEES 1. Board of Zoning Appeals 2. Greater Roanoke Transit Company 3. Roanoke Valley-Alleghany Regional Commission Executive Committee 4. Roanoke Valley Greenway Commission 5. Roanoke Valley Transportation Planning Organization 6. Western Virginia Regional Industrial Facility Authority N. MAYOR O. COUNCIL P. ADJOURNMENT NEXT COMMITTEE/TOWN COUNCIL MEETINGS: July 6, 2021 – 7:00 p.m. – Regular Council Meeting July 12, 2021 – 2:00 p.m. – Finance Committee Meeting July 14, 2021 – 8:30 a.m. – Public Works Committee Meeting 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 June 15, 2021 Department Planning and Zoning Issue Briefing on the Town of Vinton’s 2021 annual progress report on specific mitigation projects set forth in the 2019 Roanoke Valley-Alleghany Regional Hazard Mitigation Plan that was adopted on October 15, 2019 by the Vinton Town Council Summary The Roanoke Valley-Alleghany Regional Hazard Mitigation Plan that was adopted on October 15, 2019 by the Vinton Town Council. As part of the commitment to strive for the completion goals and action items included within this Plan, localities are tasked with revisiting the specific mitigation projects denoted for their specific jurisdiction and give their local governing body an annual update on specific efforts, activities, and processes that have been completed or are ongoing on an annual basis. In the Annual Progress Report attached, sections marked with the color blue indicate that a specific or unique project or task has been completed in the past year, which are in addition to all the other unmarked projects that are ongoing and occurring on an annual basis. Attachments Resolution No. 2322 Annual Progress Report, 2021 Flooding Brochure for Town of Vinton Properties in the Special Flood Hazard Area Recommendation No Action Required Town Council Agenda Summary 1 Town of Vinton Hazard Mitigation Projects Update, 2021 Project Hazard Mitigated Cost Estimate Benefit-to- Cost Priority Funding Partners Implementation/ Lead Agency Proposed Schedule informational brochure or handout on emergency for about hazards. FEMA, RVARC Town of Vinton Flooding Brochure Complete mailed in June 2021 (Annual 2 Project Hazard Benefit Cost Benefit-to- Priority Funding Implementation/ Status Proposed Mitigated Estimate Cost Partners Lead Agency Schedule Coordinate with and All Hazards Coordinated information Unknown Unknown Unknown Unknown Unknown Ongoing Ongoing support Community distribution Emergency Response Team (CERT) Public education All hazards Inform public about $50,000 Medium High FEMA, VDEM, Town of Vinton Ongoing Ongoing hazards and mitigation RVARC and RVARC options Localities Determine the need for generators at public infrastructure facilities, emergency shelters, and public buildings Ensure that water and sewer service can be operational during hazard events. Needed services can be provided during emergency events. government Public Works and Police Departments (Generator installed at Vinton War Memorial Building and becomes available codes to evaluate need for changes that would improve disaster County and Town of Vinton Planning and Zoning Department legal review) 2021. remain in good standing with, the National Flood Insurance Program (NFIP) damage through enforcement of floodplain ordinances and availability of discounted flood insurance for property VDEM and Roanoke County certification to be retained. database and map of repetitive loss properties loss properties that should be mitigated VA DCR, Roanoke County and Town of Vinton And Town of Vinton 2021 RVARC Regional Hazard Mitigation Plan – Town of Vinton 3 Project Hazard Mitigated Benefit Cost Estimate Benefit-to- Cost Funding Partners Implementation/ Lead Agency Status Proposed Schedule Seek funding to prepare site-specific hydrologic and hydraulic studies that look at areas that have chronic and repetitive flooding Flooding solutions to repetitive loss properties. and RVARC Localities governments Study completed, Roanoke City Glade Creek Ongoing of flood prone residential properties and repetitive loss repetitive loss properties that could be used for planning purposes County and Town of Vinton 4 Project Hazard Benefit Cost Benefit-to- Priority Funding Implementation/ Status Proposed Mitigated Estimate Cost Partners Lead Agency Schedule Update Regional Flooding Watershed/mitigation $500,000 Medium High FEMA, VDEM, Town of Vinton Not started As funding Stormwater planning and project RVARC and other Valley becomes identification Localities governments available Stormwater facilities Construction/ streambank restoration projects impact of flooding Town of Vinton, SLAF grant development funding becomes available upgrade CRS Classification Rating insurance rates; reduction in flood loss Localities, Town of Vinton Planning and Zoning retained. additional IFLOWS monitoring and additional stream Heavy Rains timely information to allow faster, more accurate warnings to be issued to and RVARC Localities and Roanoke County location identified. Summer 2021 RVARC Regional Hazard Mitigation Plan – Town of Vinton 5 Project Hazard Benefit Cost Benefit-to- Priority Funding Implementation/ Status Proposed Mitigated Estimate Cost Partners Lead Agency Schedule Public education Tornado Public informed about how $5,000 High Medium RVARC RVARC Not started; As funding workshops for to protect yourself during Localities lack of becomes tornado drills (public, a tornado in case you are funding available businesses and at home, in a car, at the schools) office, or outside Encourage residents Wildfire Reduction in damages $5,000 High Medium VA DOF, RVARC Roanoke County, Not started; As funding and developers to from wildfire Localities Town of Vinton lack of becomes use Fire-Wise funding available building design, siting, and materials for construction Community Wildfire Wildfire Reduction of loss to $50,000 Medium Medium VA DOF, RVARC Roanoke County Ongoing As funding assessments wildfire Localities and Town of becomes Vinton available RVARC Regional Hazard Mitigation Plan – Town of Vinton K n o w y o u r R i s k T o w n o f V i n t o n , V A FLOOD SAFETY IN VINTON TALK TO US If you would like more information pertaining to the Special Flood Hazard Areas (SFHA) of the Town of Vinton or would like to look at our Flood Insurance Rate Maps (FIRM) of the Town of Vinton, please contact us. Phone: 540-983-0605 Location: Visit the Planning and Zoning Department, located in the Vinton Municipal Building, 311 S. Pollard Street. Monday - Friday, 8:00 a.m. and 5:00 p.m. Email: nmcclung@vintonva.gov Website: https://www.vintonva.gov/410/Floodplain- Management DEVELOP AN EVACUATION PLAN. Know your evacuation route to get to higher ground before a flooding event occurs. Plan for multiple options on where you would go and how you would get there. PLAN YOUR ROUTE OUT. PLAN FOR PETS. FOLLOW EVACUATION ORDERS. NEVER DRIVE THROUGH FLOODWATERS Homeowner’s insurance policies DO NOT cover damage from floods. However, because the Town of Vinton participates in the National Flood Insurance Program (NFIP), you can purchase a separate flood insurance policy. This flood insurance is backed by the Federal government and is available to everyone, even properties that have been flooded previously. Any area that is NOT mapped as a Special Flood Hazard Area (SFHA) may quality for a lower-cost Preferred Risk Policy. The Town of Vinton participates in the National Flood Insurance Program’s (NFIP) Community Rating System (CRS) and is currently at a class 8. Therefore, policy holders with property within a Special Flood Hazard Area (SFHA) may receive a flood insurance premium reduction of 10% and properties that are NOT within a SFHA may also receive the same reduction of 10%. Check with your insurance agent regarding your property’s eligibility for a premium reduction. Some people have purchased flood insurance because it was required by the bank for a mortgage or home improvement loan. Usually these policies only cover the building’s structure and not the contents. Due to the flooding that happens in your area, there is usually more damage to the furniture and contents than there is to the structure. Be sure you have contents coverage. Do not wait for the next flood to buy flood insurance protection. In most cases, there is a 30-day waiting period before the NFIP coverage takes effect. Contact your insurance agent for more information about flood insurance or to purchase a flood insurance policy. If you do not have an agent, or your agent does not write flood insurance, the NFIP has a toll-free number for agent referrals (1-888-379- 9531) or the TTY # (1-800-720-1090). You can also get more details about flood insurance at http:/www.FloodSmart.gov. BACKGROUND You have received this brochure because your property is located within the Special Flood Hazard Area (SFHA). The SFHA includes the base floodplain delineated on a Flood Insurance Rate Map that a community must regulate under the requirements of the National Flood Insurance Program (NFIP). Contact the Town of Vinton’s Planning and Zoning Department to check the extent of your property within the SFHA. Additionally, we may be able to provide historical elevation certificates for buildings on your property that are currently on file. Did you know that just 1 inch of water can cause $25,000 of damage to your home? GET A FLOOD INSURANCE POLICY: PREPARE FOR FLOODING BY DOING THE FOLLOWING: Know how to shut off the electricity and gas to your house when a flood comes. Make a list of emergency numbers and identify a safe place to go. Make a household inventory, especially of contents. Put insurance policies, valuable papers, medicine, etc. in a safe place. Collect and put cleaning supplies, camera, waterproof boots, etc. in a handy place. CONSIDER SOME PERMANENT FLOOD PROTECTION MEASURES. Consider elevating your house above flood levels. Install a floor drain plug, standpipe, overhead sewer, or sewer backup valve to prevent sewer backup flooding. More information can be found in the “Homeowner’s Guide to Retrofitting: Six ways to Protect Your House from Flooding” on the Federal Emergency Management Agency’s (FEMA) web site: https://www.fema.gov/media- library/assets/documents/480 PROTECT YOUR NEIGHBORS AND YOUR COMMUNITY BY DOING THE FOLLOWING: Always check whether or not a permit is needed before you build by contacting the Planning and Zoning Department. Also, only hire licensed contractors who know the regulations. Don’t build or grade within 10 feet from property lines so that you don’t alter the drainage between homes. Report broken silt fences: they help keep our streams clean. Keep our drinking water clean by keeping ditches, storm drain pipes, and waterways clear of debris and animal waste. STORAGE & VEHICLES During a flood, any item stored outside or vehicles may be picked up by swift-flowing floodwaters. Do not store trash, machinery, equipment, tires, debris, appliances or any other materials anywhere outdoors on your property. All vehicles and recreational vehicles parked in the regulated floodplain must be operable. Recreational vehicles and their associated trailers can be parked or stored on a property located within the regulated floodplain for a maximum of 180 consecutive days. Meeting Date June 15, 2021 Department Administration/Finance Issue Briefing on the American Rescue Plan Act (ARPA) of 2021 and its initial projected impact on the Town of Vinton. Summary The Town of Vinton is anticipated to receive between $7 and $8.5 million from the federal government as a result of the passage of the American Rescue Plan Act (ARPA) of 2021. Town Staff have been receiving guidance and input from the U.S. Department of the Treasury, the Government Finance Officers Association, and other regional localities regarding the distribution and spending of ARPA funding. Staff have developed a presentation to provide an initial overview of the ARPA funding and its projected impact on the Town. The information presented is based on what Staff knows at this time. As more information and guidance comes from the federal government, Staff will update Council as needed. Attachments PowerPoint Presentation Recommendations No action required Town Council Agenda Summary American Rescue Plan Act (ARPA) Town Council Meeting –June 15, 2021 American Rescue Plan Act March 2021 Administration and Finance2 $7 million - $8.5 million American Rescue Plan Act (ARPA) •Estimating receiving between $7 million and $8.5 million •Funds will be received in two installments, one year apart •The Town is considered a non-entitlement unit (NEU) and is awaiting guidance from the state regarding the timing of the first installment, which is estimated to be received this summer •Covered period for expenditures began on March 3, 2021, and ends on December 31, 2024 •Costs can by “incurred” by December 31, 2024, and expanded through December 31, 2026 •Interim Final Rule guidelines have been published and available for comments Administration and Finance3 ARPA -Coronavirus State and Local Fiscal Recovery Funds •Recovery funds must be used to meet pandemic response needs and rebuild a stronger, more equitable economy •Recipients may use these funds to: •Support public health expenditures •Address negative economic impacts caused by the public health emergency •Provide premium pay for essential workers •Invest in water, sewer, and broadband infrastructure •Replace lost public sector revenue Administration and Finance4 Possible ARPA Expenditures •Support public health expenditures •COVID-19 mitigation and confinement •Public health and safety and behavioral healthcare •If a use of funds was allowable under the Coronavirus Relief Fund (CRF), also referred to as “CARES funds”, it will continue to be eligible under CSFRF/CLFRF, with the following two exceptions: 1.The standard for eligibility for public health and safety payrolls has been updated; and, 2.Expenses related to the issuance of tax-anticipation notes are not an eligible funding use. Administration and Finance5 Possible ARPA Expenditures (con’t) •Address negative economic impacts caused by the public health emergency •Workers and families in the public sector and impacted industries •Small business support •Provide premium pay for essential workers •Essential work is defined as work involving regular in-person interactions or regular physical handling of items that were handled by others •The Interim Final Rule emphasizes the need for recipients to prioritize premium pay for lower income workers Administration and Finance6 Possible ARPA Expenditures (con’t) •Invest in water, sewer, and broadband infrastructure •New water and sewer line development or upgrades to existing systems (project eligibility aligns with EPA’s CWSRF or DWSRF) •Additional broadband deployment and partnerships •Replace lost public sector revenue •Revenue Replacement funds may be used to provide government services to the extent of reduction in revenue experienced due to COVID-19 •Federal government provides calculation guidelines for the amount of ARPA funding that can be counted toward Revenue Replacement •Capital projects can be booked toward Revenue Replacement funds with fewer strings attached than other ARPA funding Administration and Finance7 Ineligible Uses for ARPA Funding •The Interim Final Rule provides two ineligible uses of ARPA funding: 1.Government services would not include interest or principal on any outstanding debt instrument, including any fees or issuance costs. 2.Replenishing financial reserves (e.g., rainy day or other reserve funds) would not directly relate to the provision of government service and is therefore not eligible. Administration and Finance8 Next Steps •Receive additional guidance from the state regarding distribution of ARPA funds •Consider the outcomes of the General Assembly’s Special Session this summer and the recommendations of the Governor •Continue to receive updates from Department of the Treasury, the Government Finance Officers Association, and other regional localities •Finalize first-year Revenue Replacement estimates •Engage Council and other stakeholders regarding potential projects eligible for ARPA funding Administration and Finance9 Questions? Thank you! 10 Meeting Date June 15, 2021 Department Administration Issue Consider adoption of an Ordinance approving the Town of Vinton, Virginia budget for the fiscal year beginning July 1, 2021 and ending June 30, 2022 Summary This year’s budget represents a balanced budget with an optimistic outlook despite the lingering impact of the COVID-19 pandemic on our locality. The purpose of the annual budget is to plan necessary operating and capital expenditures within current revenue forecasts to implement the plans and vision of the Town Council. The FY2021/2022 Proposed Budget for all funds totals $14,179,981. Allocation by fund, as well as a comparison to the FY2020/2021 budget, is as follows: Adopted FY21 Proposed FY22 $ Variance % Variance Total 11,673,527 14,179,981 2,506,454 21.57% The Notice of this Public Hearing was advertised in The Vinton Messenger on May 20 and May 27, 2021 and the Public Hearing was held on June 1, 2021. Attachments Ordinance Recommendations Motion to adopt Ordinance Town Council Agenda Summary ORDINANCE NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 15, 2021, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016, AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY WHEREAS, the Town Charter requires that a budget be adopted by July 1st for the new fiscal year; and WHEREAS, the Council has reviewed the proposed budget and is of the opinion that the Town government can operate for the twelve-month period beginning July 1, 2021 to June 30, 2022, with the revenues and expenditures contained in the attached budget; and WHEREAS, any funds appropriated in this budget to any Town department may be used as participating funds in any Federal Aid Programs for like purposes, with the prior approval of the Town Council. NOW, THEREFORE, BE IT ORDAINED by the Council of the Town of Vinton, Virginia, that the budget for the fiscal year beginning July 1, 2021 and ending June 30, 2022 be set forth herein. BE IT FURTHER ORDAINED that this ordinance provides for the daily operation of the department of law and the department of finance, and in an emergency. BE IT FURTHER ORDAINED that this Ordinance takes effect July 1, 2021. This Ordinance adopted on motion made by Council Member _________________, seconded by Council Member __________________, with the following votes recorded: AYES: NAYS: APPROVED: ___________________________________ Bradley E. Grose, Mayor ATTEST: _____________________________________ Susan N. Johnson, CMC, Town Clerk Revenues Total All Funds General Fund Grant Fund $8,032,258 384,800 Utility Fund Capital Fund 4,513,595 835,000 Stormwater Fund 414,328 Total Revenues $14,179,981 Expenditures General Fund: Town Council $114,788 Town Manager's Office 149,495 Human Resources 67,436 Legal Services 53,517 Treasurer/Finance Department 332,415 Police Department 2,440,931 Communications Services 450,440 Fire & EMS 2,268 Police/Animal Control 85,326 Public Works Administration 164,639 Maintenance/Highways/Streets/Bridges 920,617 Snow and Ice Removal 32,454 Traffic Signs and Street Light 112,770 Refuse Collection 463,331 Recycling 75,029 Building & Grounds 167,774 Health Department 25,020 Special Programs 155,848 WM Interdepartmental Functions 10,000 War Memorial 246,804 Vinton Veterans Monument 5,000 Swimming Pool/Parks 2,954 Senior Program 93,525 Town Museum 13,586 Planning & Zoning 393,423 Economic Development 20,000 Public Transportation 120,000 Vinton Business Center 2,765 Performance Agreements 104,008 Retiree Insurance 4,800 Travel & Training 0 Debt Service - General Fund 444,131 Transfers 757,164 Grant Fund: Total Grant Fund $384,800 Utility Fund: Total Utility Fund $4,513,595 Capital Fund: Total Capital Fund $835,000 Stormwater Fund Total Stormwater Fund $414,328 Total Combined Expenditures $14,179,981 Meeting Date June 15, 2021 Department Finance/Treasurer Issue Consider adoption of a Resolution to transfer funds in the General Fund, Grant Fund and Stormwater Fund between line items and cost centers to balance these accounts in the FY 2020- 2021 Budget Summary During the year certain expenditure accounts have been over expended. Other accounts have appropriated monies that will not be utilized. In order to balance accounts and have non favorable variances, it is necessary to transfer budget appropriations between accounts and cost centers. These transfers are monies that exist within the budget not from the unappropriated fund balance. This Council action has been recommended by our Auditors to clean up any variances prior to the review of the variance report during the audit. Attachments Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 15, 2021, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016, AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY WHEREAS, in order to balance expenditure accounts that have non-favorable variances, it is necessary to transfer budget appropriations between line items and cost centers; and WHEREAS, these budget transfers represent monies already appropriated in the FY 2020-2021 budget and not new appropriations; and WHEREAS, there has been a recommendation from the Town’s Auditors to clean up variances prior to the review of the financial report during the Audit process; and WHEREAS, Council needs to approve transfers in the General Fund, Grant Fund and Stormwater Fund between line items and cost centers to balance these accounts in the FY 2020- 2021 Budget. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the transfers as shown on the attached FY 2020-2021 End of Year Budget Transfers. This Resolution adopted on motion made by _________________, seconded by ____________________, with the following votes recorded: AYES: NAYS: APPROVED: ______________________________ Bradley E. Grose, Mayor ATTEST: ______________________________________ Susan N. Johnson, CMC, Town Clerk BUDGET TRANSFERS - COUNCIL ACTION ITEM GENERAL LEDGER 200.25100 Estimated Revenue (149,000.00) 200.25100 Appropriations 149,000.00 MOVE FUNDS TO: GL Account Description Amount 200.1100.722 Town Council - Special Projects 7,495.00 200.1200.101 Town Manager's Office - Salaries 8,049.00 200.1203.306 Human Resources - Printing & Binding 365.00 200.1203.307 Human Resources - Advertising 11,854.00 200.1203.585 Human Resouces - Miscellaneous 2,554.00 200.1203.561 Human Resouces - Tuition Reimbursement 795.00 200.1203.707 Human Resources - Office Equipment 1,453.00 200.1207.302 Legal Services - Contractual Svcs 11,117.00 200.1214.303 Finance Department - Independent Audit 1,902.00 200.3102.305 Communication Services - E911 Center 13,619.00 200.4101.717 Highway Maintenance - Milling & Paving 17,737.00 200.4203.601 Refuse Collection - Regional Landfill 17,060.00 200.4304.350 Building & Grounds - Maint. Repair Bldg 10,693.00 200.4304.365 Building & Grounds - Gish's Mill Exp 1,871.00 200.4304.532 Building & Grounds - Property Insurance 3,306.00 200.7101.302 Special Programs - Contractual Svcs 18,814.00 200.7101.556 Special Programs - Special Event Supplies 38,606.00 200.7103.205 War Memorial - Health Insurance 3,293.00 200.7107.101 Senior Program - Health Insurance 3,192.00 200.7107.205 Senior Program - Medical Insurance 1,411.00 200.8180.502 Performance Agreement - WBHS 629.00 200.8800.705 Debt - OFS - Payment to Refund Escrow 313,402.00 200.8800.903 Debt - Other Loan Costs 6,098.00 200.8800.925 Debt - RCACP Principal 8,445.00 200.1899.008 Re-Appropriated Fund Balance 172,000.00 675,760.00 GENERAL FUND MOVE FUNDS FROM: GL Account Description Amount 200.1100.709 Town Council - Replacement of Equip 10,436.00 200.1214.101 Finance Department - Salaries 7,058.00 200.1221.101 PW Admin - Salaries 13,137.00 200.3101.201 Police - SS/Medicare 22,041.00 200.3101.202 Police - VRS Retirement 17,520.00 200.3101.203 Police - VRS Insurance 1,901.00 200.3101.205 Police - Medical Insurance 36,530.00 200.3501.205 Animal Control - Medical Insurance 15,032.00 200.4101.101 Highway Maintenance - Salaries 30,506.00 200.4101.202 Highway Maintenance - VRS Retirement 5,010.00 200.4101.205 Highway Maintenance - Medical Insurance 17,591.00 200.4101.304 Highway Maintenance - Repairs of Equip 9,302.00 200.4101.362 Highway Maintenance - Alley Maintenance 5,000.00 200.4101.712 Highway Maintenance - Sidewalks 11,044.00 200.4105.102 Snow & Ice Removal - Overtime 5,118.00 200.4105.553 Snow & Ice Removal - Materials 12,824.00 200.4108.302 Traffic & Street Lights - Contractual Svcs 18,023.00 200.4203.102 Refuse Collection - Overtime 7,032.00 200.4304.720 Buildings & Grounds - Parking Lot 10,000.00 200.7101.102 Special Programs - Overtime 12,874.00 200.7101.306 Special Programs - Printing & Binding 6,500.00 200.7102.574 WM Interdepartmental Functions 8,670.00 200.7103.103 War Memoiral - Part-Time 14,600.00 200.7107.103 Senior Program - Part-Time 11,431.00 200.8150.101 Economic Development - Salaries 14,464.00 200.8150.722 Economic Development - Special Projects 17,570.00 200.9000.560 Travel & Training Account 11,207.00 200.9970.101 PTO Payout - Salaries 2,339.00 200.1899.024 Bond Proceeds 321,000.00 675,760.00 GENERAL FUND - CONTINUED GENERAL LEDGER 200.25100 Estimated Revenue (42,042.00) 200.25100 Appropriations 42,042.00 MOVE FUNDS TO: GL Account Description Amount 250.1020.553 BVP Grant Materials 3,680.00 250.1030.553 Fire Programs Grant Materials 30,862.00 250.1100.101 Cares Act - Salaries 334,876.00 250.1100.102 Cares Act - Overtime 25,015.00 250.1100.201 Cares Act - SS/Medicare 25,195.00 250.1100.202 Cares Act - VRS Retirement 39,226.00 250.1100.203 Cares Act - VRS Insurance 4,846.00 250.1100.204 Cares Act - Nationwide 752.00 250.1100.205 Cares Act - Medical Insurance 60,974.00 250.1210.317 DHR Gish Mill Grant - H&H Study 7,500.00 532,926.00 MOVE FUNDS FROM: GL Account Description Amount 250.1100.553 Cares Act - Materials and Supplies 490,884.00 250.1020.001 BVP Grant Revenue 3,680.00 250.1030.001 Fire Programs Grant Revenue 30,862.00 250.1210.001 DHR Gish Mill Grant Revenue 7,500.00 532,926.00 MOVE FUNDS TO: GL Account Description Amount 600.6202.205 Operations - Medical Insurance 5,435.00 600.6202.601 Operations - Landfill Charges 3,304.00 8,739.00 MOVE FUNDS FROM: GL Account Description Amount 600.6200.302 Admin - Contractual Services 8,739.00 8,739.00 GRANT FUND STORMWATER FUND Meeting Date June 15, 2021 Department Police Issue Consider adoption of Resolution appropriating funds in the amount of $1,352.17 from the Revenue Account-Recoveries and Rebates to the Police Department Operating Budget Account- Maintenance and Repair of Equipment to repair a police vehicle Summary On September 27, 2020, Unit 1146 was damaged after hitting a shopping cart in the middle of the road. The proper insurance filing was made to the Virginia Risk Sharing Association (VRSA) and has been received into the Revenue Account 200.1901.001 – Recoveries and Rebates in the amount of $1,352.17. It is necessary for Council to appropriate the funds from the Revenue Account-Recoveries and Rebates to the Police Department Operating Budget Account-Maintenance and Repair of Equipment for the repair of said vehicle. Attachments Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 15, 2021, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016, AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY WHEREAS, on September 27, 2020, Unit 1146 was damaged after hitting a shopping cart in the middle of the road; and WHEREAS, the proper insurance filings were made to the Virginia Risk Sharing Association (VRSA) and has been received into the Revenue Account 200.1901.001 – Recoveries and Rebates in the amount of $1,352.17; and WHEREAS, in order for the repair work to be completed, it is necessary for the Vinton Town Council to appropriate the funds from the Revenue Account 200.1901.001 – Recoveries and Rebates to the Police Department Operating Budget Account Number 200.3101.304 – Maintenance and Repair of Equipment. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the following accounting transaction: BUDGET ENTRY GENERAL LEDGER: 200.25100 Appropriations $1,352.17 200.25000 Estimated Revenue $1,352.17 FROM REVENUE: 200.1901.001 Recoveries and Rebates $1,352.17 TO EXPENDITURE: 200.3101.304 Maintenance & Repair of Equipment $1,352.17 TOTAL $1,352.17 This Resolution was adopted on motion made by Council Member , seconded by Council Member , with the following votes recorded: AYES: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______ Susan N. Johnson, CMC, Town Clerk Meeting Date June 15, 2021 Department Public Works Issue Consider adoption of a Resolution appropriating funds in the amount of $364.20 received for scrap metal to the Public Works budget. Summary A check for $364.20 has been received from D. H. Griffin Wrecking Co., Inc and deposited in Revenue Account 200.1901.001 Recoveries and Rebates. The check for $364.20 is for scrap metal from the Public Works Department. It is necessary to appropriate the $364.20 to Public Works Operating Budget Account Number 200.1221.350 Public Works Administration, Maintenance and Repairs Building. Attachments Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 15, 2021 AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016, AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY WHEREAS, the Town of Vinton had scrap metal from the Public Works Department through D. H. Griffin Wrecking Co., Inc.: and WHEREAS, the revenue received from the scrap metal has been received into the Revenue Account 200.1901.001– Recoveries and Rebates in the amount of $364.20; and WHEREAS, in order that the money can be used for building needs and repair work in the Public Works Department, it is necessary for the Vinton Town Council to appropriate the funds from the Revenue Account 200.1901.001 – Recoveries and Rebates to the Public Works Operating Budget Account Number 200.1221.350 Town Garage, Maintenance and Repairs Building. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the following transaction: BUDGET ENTRY GENERAL LEDGER: 200.25100 Appropriations $364.20 200.25000 Estimated Revenue $364.20 FROM REVENUE: 200.1901.001 Recoveries and Rebates $364.20 TO EXPENDITURE: 200.1221.350 Maintenance & Repair Building $364.20 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: ______________________________________ Susan N. Johnson, CMC, Town Clerk Meeting Date June 15, 2021 Department Administration Issue Consider adoption of a Resolution authorizing the Town Manager to execute a Contract for Professional Legal Services between the Town of Vinton and Roanoke County Commonwealth’s Attorney. Summary The Town of Vinton’s Contract for Professional Legal Services with the Roanoke County Commonwealth’s Attorney will expire on June 30, 2021. With the assistance of the Town Attorney, Staff has negotiated a new Contract with the Commonwealth’s Attorney for a new two- year period beginning July 1, 2021 and ending June 30, 2023 for a per annum amount of $13,517.00. Council was briefed on this matter at their June 1, 2021 meeting Attachments Contract for Professional Legal Services Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 CONTRACT FOR PROFESSIONAL LEGAL SERVICES BE IT KNOWN THAT this agreement is entered into by and between the Town of Vinton, Virginia (hereinafter sometimes referred to as "Town") and Roanoke County Commonwealth’s Attorney (hereinafter sometimes referred to as "Counsel"). Counsel hereby agrees to furnish the following services: Representing the Town in the prosecution of criminal cases, including but not limited to traffic infractions, misdemeanors, civil and mental hearings, as well as cases in Juvenile and Domestic Relations Court, and in the Court of Appeals of Virginia on petitions for writ of error. Counsel will also act as a legal advisor on criminal issues for the local law enforcement (Town of Vinton Police Department). The scope of this contract does not include litigation or proceedings arising out of or involving tort or worker's compensation. These legal services are to be provided under the immediate supervision of the Roanoke County Commonwealth’s Attorney. In consideration of services described herein above, the Town hereby agrees to pay the Counsel $13,517 per annum to be used as follows: 1. Each of the seven (7) attorneys listed in Attachment A will receive a pay supplement of $69.00 per pay period. Based on 26 pay periods per year, this amounts to an annual supplement of $1,931 each (including the employer portion of FICA tax at $5.27 per pay period). 2. Any amounts remaining, due to turnover in the office, may be used by Counsel for other office expenses, related to Vinton cases. Upon execution of the contract, the Town should mail a check in the amount of $13,517 to the County of Roanoke, Finance Department, Attention Finance Director, PO Box 29800, Roanoke, VA 24018. At least semi-annually, Counsel will provide a summary of cases handled by Counsel, showing a breakdown of the cases handled on behalf of the Town of Vinton. The County of Roanoke will include the pay supplement on the County payroll checks for the attorneys listed on Attachment A. Any change in attorneys will require an amendment to Attachment A, which will need to be signed by the County Director of Finance, in order to ensure the payroll change is made. A copy of this amendment will be mailed to the Town of Vinton, Attention Town Manager, 311 South Pollard Street, Vinton, VA 24179. This contract is for a two year period only, commencing July 1, 2021 and ending on June 30, 2023. This contract may be renegotiated on a biennial basis. This contract should be renegotiated thirty days before the beginning of the new fiscal year in order to insure the continuation of the payroll supplement to the individual attorneys. All records, reports, documents and other material delivered or transmitted to Counsel by Town shall remain the property of Town, and shall be returned by Counsel to Town, at Counsel's expense, at termination or expiration of this contract. All records, reports, documents, pleadings, exhibits or other material related to this contract and/or obtained or prepared by Counsel in connection with the 2 performance of the services contracted for herein shall become the property of the Town, and shall, upon request, be returned by Counsel to Town, at termination or expiration of this contract. The Town and Counsel acknowledge and agree that the Department of Justice has the right to review all records, reports, worksheets or any other material of either party related to this contract. The Town and Counsel further agree that they or either of them will furnish to the Department of Justice, upon request, copies of any and all records, reports, worksheets, bills, statements or any other material of Counsel or Town related to this contract. Counsel agrees to abide by the requirements of the following as applicable: Title VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and counsel agrees to abide by the requirements of the Americans with Disabilities Act of 1990. Counsel agrees not to discriminate in its employment practices, and will render services under this contract without regard to race, color, religion, sex, national origin, veteran status, political affiliation, or disabilities. IN WITNESS WHEREOF, the parties have executed this Agreement as of this _____day of ________________, 2021. TOWN OF VINTON SIGNATURE: ____________________________ Title: Town Manager Richard W. Peters, Jr. APPROVED AS TO FORM: ____________________________ Title: Town Attorney COUNSEL SIGNATURE: _____________________________ Title: Commonwealth’s Attorney Brian T. Holohan ROANOKE COUNTY SIGNATURE: ______________________________ Title: Director of Finance and Management Services Laurie Gearheart ATTACHMENT A 3 The following attorneys will receive a supplement of $69.00 per pay period for work performed for the Town of Vinton, during their period of employment with the County of Roanoke, for the period of time beginning July 1, 2021 and ending June 30, 2023. Elizabeth Oates Aaron T. Lavinder Ashley E. Sweet William Braxton Nathaniel Griffith Camille Turner Harvey Molly Burke 4 AMENDMENT TO ATTACHMENT A Due to changes in personnel, the following individual will no longer receive a supplement of $69.00 per pay period, for providing services to the Town of Vinton: ___________________________________ ____________________________ Name of Attorney Effective date to stop supplement Due to changes in personnel, the following individual will begin to receive a supplement of $69.00 per pay period, for providing services to the Town of Vinton: ___________________________________ ____________________________ Name of Attorney Effective date to start supplement Submitted By: _________________________________ __________________ Commonwealth’s Attorney Date Approved By: _________________________________ __________________ Director of Finance Date RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, JUNE 15, 2021, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016, AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY WHEREAS, the Town of Vinton’s Contract for Professional Legal Services with the Roanoke County Commonwealth’s Attorney will expire June 30, 2021; and WHEREAS, Staff has negotiated a new contract with the Commonwealth’s Attorney for a two- year period beginning July 1, 2021 and ending June 30, 2023; and WHEREAS, the contract will secure services of the Roanoke County Commonwealth’s Attorney to represent the Town in the prosecution of criminal cases, including but not limited to traffic infractions, misdemeanors, civil and mental hearings, as well as cases in Juvenile and Domestic Relations Court, and in the Court of Appeals of Virginia on petitions for writ of error; and WHEREAS, it is necessary that Council authorize the Town Manager to enter into the new Contract with the Roanoke County Commonwealth’s Attorney. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Contract 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 on behalf of the Town, to execute and then deliver the Contract and any other necessary documents 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: ______ Susan N. Johnson, CMC, Town Clerk Meeting Date June 15, 2021 Department Administration Issue Consider adoption of a Resolution authorizing the Town Manager to execute an Agreement between the Virginia Department of Housing and Community Development (DHCD) and the Town for an Industrial Revitalization Fund (IRF) grant in the amount of $468,750 for the Gish Mill Redevelopment Project Summary On April 7, 2020, the Vinton Town Council authorized a Contract of Sale with Gish Mill Davii, LLC., to acquire the historic Gish Mill property located in the Town of Vinton and has submitted plans to redevelop the property into a mixed-use commercial, residential and retail development to be known as the Gish Mill Redevelopment Project. The Virginia Department of Housing and Community Development (DHCD has been authorized by the Governor of the Commonwealth of Virginia to distribute and administer grants of the Industrial Revitalization Fund (IRF) according to 36-152 of the Code of Virginia. The Town of Vinton has been awarded an Industrial Revitalization Fund (IRF) grant in the amount of $468,750 for the Gish Mill Redevelopment Project. DHCD and the Town desire to set forth their understanding and agreement as to the payout of the Grant, the use of the Grant proceeds and the obligations of the Grantee and Council needs to authorize the Town Manager to execute said Agreement. Attachments Agreement Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 CONTRACT: #21-IRF-01 AGREEMENT This AGREEMENT, entered into as of this 9th day of June, 2021, by and between the Virginia Department of Housing and Community Development hereinafter referred to as “DHCD” and the Town of Vinton, hereinafter referred to as “GRANTEE.” WITNESSETH WHEREAS, DHCD has been authorized by the Governor of the Commonwealth of Virginia to distribute and administer grants of the Industrial Revitalization Fund (IRF) according to section 36-152 et seq. of the Code of Virginia, and WHEREAS, the Gish Mill Redevelopment Project, as described in the Industrial Revitalization Fund (IRF) proposal submitted by GRANTEE, has qualified for funding on the basis of the IRF Program Design, Now THEREFORE, the above-mentioned parties hereto do mutually agree as follows: 1. DHCD agrees to award the GRANTEE an Industrial Revitalization Fund grant in an amount of the total allowable, eligible costs in carrying out the activities included in the scope of the work herein described not to exceed $468,750.00 (four hundred sixty eight thousand seven hundred fifty dollars). 2. DHCD agrees to provide the GRANTEE with technical assistance in setting up and carrying out the administration of its Gish Mill Redevelopment project. 3. The GRANTEE will commence, carry out and complete the scope of work, beginning on June 9, 2021, as described in the GRANTEE’s Industrial Revitalization Fund proposal, and any subsequent, approved, written amendments to the proposal, which are made a part of this AGREEMENT. PROJECT TITLE: Gish Mill Redevelopment Project OUTCOME: Redevelopment of the property at 350 Gus Nicks Boulevard into a restaurant, bar, and lodging facility. BENEFITS: Expected community benefits include the creation of 2 businesses, thirty-seven (37) jobs and leverage $1,897,137 in non-IRF funds. PRODUCTS: Rehabilitation of the historic mill property, to include some site demolition, construction, plumbing, and gas. 2 4. A total of $2,158,451.00 in matching funds is committed to this project by the GRANTEE. Matching funds are required for the use of the Industrial Revitalization Fund. To be eligible, matching funds must be used to support eligible expenses as outlined in the program guidelines and GRANTEE’s approved budget. The final disbursement will not be processed if GRANTEE’s matching funds obligation has not been fulfilled. Matching funds spent by Grantee as stated in its Proposal and/or the Approved Budget will satisfy the GRANTEE’s matching funds obligation. 5. The Project Management Team shall conduct regular construction progress meetings. The minutes and records of these meeting shall be kept in the project files. 6. GRANTEE agrees to provide quarterly progress reports to DHCD. The GRANTEE shall use the IRF Progress Report template in CAMS to submit the progress report. The Report shall include progress on the approved Industrial Revitalization Fund project and its economic impacts. News articles, press releases, pictures, and other documentation should be submitted along with the written report. DHCD may share copies of the report with other interested parties identified by the State. DHCD, at its discretion, may require additional reports. If reports are not submitted in a timely reasonable manner, DHCD reserves the right to withhold payment requests until such reports are submitted. 7. DHCD shall monitor the GRANTEE at least once during the period covered by this Grant Agreement. DHCD may schedule additional monitoring visits as considered necessary. At any time during the Grant period, DHCD may request and shall be provided copies of any documents pertaining to the use of Program funds. 8. GRANTEE agrees to recognize DHCD’s support for its programs in all communications with the media and its marketing publications and in the posting of a project sign on site. The following statement is suggested: “This project was funded in part by the Virginia Department of Housing and Community Development (VDHCD), a state agency that works to support communities to create healthy, safe, and affordable places for Virginians to call home.” 9. The aforementioned program shall be carried out, and grant payments made in strict conformance with the CONTRACT DOCUMENTS. 10. The GRANTEE will use the lesser of (1) the amount specified above, or (2) if, at total PROGRAM completion, there are cost under-runs or project savings, these costs shall revert to DHCD. In no case will leveraged funds be returned beyond that amount which would have changed the PROGRAM’S ability to be funded initially. 3 11. The GRANTEE will initiate the ACTIVITY(S) required by the CONTRACT DOCUMENTS beginning June 9, 2021, unless grant Special Conditions require additional action on specified ACTIVITY(S) before proceeding with that ACTIVITY(S). In such instances, the GRANTEE will initiate action relative to removal of the Special Conditions beginning with the execution of this AGREEMENT. 12. The GRANTEE shall complete the work as described in the CONTRACT DOCUMENTS, on or before December 9, 2022. Final requests for the funds must be made no later than December 9, 2022. Funds not expended by December 9, 2022 are subject to re-appropriation. If the ACTIVITIES are not completed by that date, all Grant funding and this AGREEMENT shall be terminated and the GRANTEE shall return all unexpended funds, unless an amendment to the CONTRACT DOCUMENT provides otherwise. 13. DHCD agrees to make payment to the GRANTEE upon receipt of a properly completed and signed invoice. Requests for Payment may be on a reimbursable basis upon received documentation of the required expenditure and source of matched fund, and made to allow approximately thirty (30) days to receive funds. Funds are to be immediately disbursed by the GRANTEE. 14. The term CONTRACT DOCUMENTS means the following documents which are a part of this AGREEMENT and are incorporated by reference herein as if set out in full: A. AGREEMENT; B. SPECIAL CONDITIONS; C. GENERAL CONDITIONS; D. AMENDMENTS; E. INDUSTRIAL REVITALIZATION FUND (IRF) PROPOSAL; F. APPROVED BUDGET; AND G. INDUSTRIAL REVITALIZATION FUND (IRF) REPORT. 4 In witness whereof, the parties hereto have executed or caused to be executed by their duly authorized official this AGREEMENT in duplicate, each copy of which will be deemed an original. COMMONWEALTH OF VIRGINIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT BY:_______________________________ DATE:____________________ Sara Dunnigan, Deputy Director I do certify that Sara Dunnigan personally appeared before me and made oath that she is a Deputy Director in the Department of Housing and Community Development and that she is duly authorized to execute the foregoing document. My commission expires ________________________. Given under my hand this _________ day of __________, 20___. ________________________________ _____________________________ Notary Public Registration Number TOWN OF VINTON BY: ______________________________ DATE: Richard Peters Town Manager County of _________________, Commonwealth of Virginia I do certify that Richard Peters personally appeared before me and made oath that he is Town Manager of the Town of Vinton and that he is duly authorized to execute the foregoing document on behalf of the Town of Vinton. My commission expires ________________________. Given under my hand this _________ day of ____________, 2021. _______________________________ _____________________________ Notary Public Registration Number 5 SPECIAL CONDITIONS 1. A total of $2,158,451.00 in leverage funds is committed to this project by the GRANTEE. These funds shall be expended prior to or in proportion to IRF Grant funds within the budget, per activity. Leverage may include federal, state, local, and private funds spent on activities directly related to the targeted project within the last full fiscal year (on or after July 1, 2019). 2. Documentation on the expenditure of these funds shall be maintained by the GRANTEE and reported to DHCD with each required report and at project closeout. 3. Any professional services must be procured in accordance with the Virginia Procurement Act. The GRANTEE must submit any contracts obligating IRF funds for review prior to any contract being executed. The GRANTEE also must submit documentation to detail that procurement requirements have been met, prior to any execution of contracts. 4. Grant funds will be disbursed on a reimbursement basis only. Request for funds will be completed through the CAMS (Centralized Application and Management System). Along with the reimbursement request, the Grantee will also upload and include documentation and proof of reimbursable expenditures (such as invoices, cancelled checks, source documents, etc). The Grantee will also be required to provide an update on match expenditure with the reimbursement request. 5. The GRANTEE must submit the final disbursement request to DHCD no later than December 9, 2022, in order to guarantee payment. 6. To expedite receipt of payment, it is recommended that Grantees contact the Virginia Department of Accounts (DOA) to arrange for electronic transfer of IRF funds. The forms to establish electronic payment with DOA are available at www.doa.virginia.gov. At the home page, click on the Electronic Data Interchange (EDI) link button on the right. Scroll down to the Trading Partner Agreement and Enrollment form for Localities and Grantees. Print the form, fill it out and submit it. Instructions on filling out the form are on the third page of the document. 7. The GRANTEE must submit one of the following financial documents: Financial Statement**, Reviewed Financial Statement prepared by an independent Certified Public Accountant (CPA), Audited Financial Statement prepared by an independent CPA or an OMB A-133 Audit (Single Audit) prepared by an independent CPA. Please see the table below to determine which document your organization is required to submit. The threshold requirements outlined below are the minimal standards required by DHCD. We strongly encourage all organizations receiving funds from DHCD to 6 undertake the highest level of financial management review to ensure practices and procedures are fully examined and evaluated. Threshold Requirement Document Total annual expenditures <$100,000 – regardless of source Financial Statement prepared by organizations** Total annual expenditure between $100,001 and $300,000 – regardless of source Reviewed Financial Statement prepared by an Independent Certified Public Accountant (CPA) Total annual expenditures > $300,000 – regardless of source Audited Financial Statement prepared by an Independent CPA Federal expenditures >$750,000 OMB A-133 Audit (Single Audit) prepared by an Independent CPA The full DHCD Audit Policy, including an explanation of the specific document requirements, can be found online at: http://www.dhcd.virginia.gov/images/DHCD/DHCD_Audit_Policy.pd f. 8. GRANTEE will provide a close out report by December 9, 2022, reflecting achievements with meeting performance goals as indicated in the approved grant proposal. 9. DHCD reserves the right to request and receive additional documentation pertaining to non-professional service or other contracts obligating IRF funds prior to approving drawdown requests. 10. DHCD reserves the right to end funding at any point should the project prove nonviable. This includes, but may not be limited to, lack of progress in conformance with the approved project proposal. 11. The Town of Vinton must secure the IRF investment, through the execution of restrictive language to the deed on the property for a period of ten (10) years from the date of this grant closeout to insure that the facility will remain in use as this intended funded purposed. In the event that ownership transfer or change in the use of the property is proposed, at any time prior to ten (10) years, the GRANTEE must notify DHCD immediately. DHCD may require prorated repayment of the grant under these circumstances. These legal documentation must be submitted to DHCD before any IRF construction funds will be released to the GRANTEE. 12. The following items must be performed in CAMS: a. The original executed Grant Agreement must be mailed to DHCD. A fully 7 executed copy will be uploaded into “Reports and Documents” in CAMS. b. All products required by this contract must be uploaded into “Reports and Documents” in CAMS. c. All remittance requests must be submitted through “Remittance” in CAMS. d. Complete and upload all quarterly progress reports in a timely manner. e. If products are submitted at the same time as a remittance request, the explanation text box at the bottom of the Remittances screen must note this fact. f. Entities shall file the required financial document (see Section 7) in the Centralized Application and Management System (CAMS) within nine (9) months after the end of their fiscal year or 30 (thirty) days after it has been accepted (Reviewed Financial Statement, Audited Financial Statement, and OMB A-133 Audit only) - whichever comes first. 8 GENERAL CONDITIONS 1. DEFINITIONS - Whenever used in the Contract Documents the following terms when written in all capital letters shall have the meanings indicated and shall be applicable to both the singular and plural thereof: A. ACTIVITY - A PROGRAM activity which constitutes a specific portion of the PROGRAM, and as such is covered by its own budget account. B. AMENDMENT - A formal addition or modification to the Contract Documents which has been approved in writing by both parties, and which affects the scope, objectives or completion date of the PROJECT, or which affects the manner in which the PROJECT is to be carried out. C. APPLICANT - The entity which made the proposal for Industrial Revitalization Fund (IRF) Program funding and accepted responsibility for assuring compliance and performance of all conditions. D. ASSURANCES - The ASSURANCES, if any, which are attached to this document. E. INDUSTRIAL REVITALIZATION FUND -The funds, the PROJECT and PRODUCTS to be funded, and all conditions, laws and regulations affecting administration of funds currently in effect or as subsequently amended, and provided by DHCD to the GRANTEE. F. CONTRACT DOCUMENTS - The legal agreement between DHCD and the GRANTEE including the AGREEMENT and all documents referenced in paragraph 9 and 14 thereof. G. GRANTEE - The entity which is the recipient of Industrial Revitalization Funds and as such must comply with CONTRACT DOCUMENTS. H. PROGRAM - The physical activities undertaken to meet the overall stated objective for which the Industrial Revitalization Fund (IRF) Program funding is utilized. I. WORK - All labor, equipment and materials necessary to produce the construction of the Project as required by the CONTRACT DOCUMENTS. J. WRITTEN NOTICE - Any notice from one party to the AGREEMENT to the other signed by an authorized official which transmits binding statements of fact or condition and is delivered to the appropriate authorized official either in person or through the United States mail. 9 2. ADMINISTRATIVE PROCEDURES - The GRANTEE shall perform all contracted WORK and administer all grant funds and activities in conformance with the general terms and special conditions set forth where required in THE PROGRAM DESIGN, and any WRITTEN NOTICES from DHCD. 3. ACCOUNTING RECORDS - The GRANTEE shall establish and maintain separate accounts within its existing accounting system for these funds. The GRANTEE shall record in its accounting system all Grant payments received by it pursuant to this Grant and all other funds provided for, accruing to, or otherwise received on account of the Grant. All costs, including paid services contributed by the GRANTEE or others, charged to the Grant shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Grant shall be clearly identified, readily accessible, and separate and distinct from all other such documents. Such documents shall reside at the offices of the GRANTEE locality. 4. COSTS INCURRED PRIOR TO GRANT AGREEMENT EXECUTION - No costs incurred prior to June 9, 2021 shall be eligible for reimbursement with GRANT funds. 5. PROGRAM BUDGET - The GRANTEE shall carry out activities and incur costs only in conformance with the latest approved budget for the Grant and subject to the provisions of these CONTRACT DOCUMENTS. The budget may be revised, but no such budget or revision shall be effective unless and until the Department shall have approved the same in writing. 6. RECORDS - The GRANTEE shall maintain such all records related to this Grant. Records shall be readily accessible to DHCD, appropriate State agencies, and the general public during the course of the project and shall remain intact and accessible for three years from final closeout. Except if any litigation claim or audit is started before the expiration of the three year period the records shall be retained until such action is resolved. Notwithstanding, records of any nonexpendable property must be retained for a three year period following final disposition. 7. REPORTS - The GRANTEE shall furnish, regularly and in such form as DHCD may require, reports concerning the status of project activities and grant funds. Such reports shall be submitted in the form and manner as prescribed herein and in WRITTEN NOTICES from DHCD. All reports shall be completed in full and submitted at the time prescribed by DHCD. Reports shall contain accurate information and shall detail any problems, delays or adverse conditions experienced. 10 8. QUALITY CONTROL - The GRANTEE accepts the responsibility to assure that all grant funded PRODUCTS shall be implemented with the highest possible degree of competence, workmanship, quality and cost effectiveness. 9. COMMUNICATIONS - WRITTEN NOTICES shall constitute the only means of binding statements of fact or condition between the parties of this agreement. All required reports and requests to be issued by the GRANTEE must be made by way of a WRITTEN NOTICE unless other means are specified in the CONTRACT DOCUMENTS. Please note that project-specific technical assistance provided via email does NOT have the weight of official WRITTEN NOTICE. Rather, it is comparable to oral technical assistance discussions. All directives, findings and other formal issuance by DHCD must be transmitted through a WRITTEN NOTICE unless otherwise specified in the CONTRACT DOCUMENTS. WRITTEN NOTICES shall be signed by and addressed to the appropriate authorized official and shall be considered transmitted when delivered in person or through the United States mail. The GRANTEE shall act upon and respond to WRITTEN NOTICES promptly as directed. 10. METHOD AND TIMING OF PAYMENT - The GRANTEE shall utilize Request for Payment procedures as specified by DHCD. The GRANTEE shall request funds only for those amounts which have been obligated, encumbered, or expended through other accounts and which can be expended upon receipt or soon thereafter. To this end, the GRANTEE shall develop a finan cial management system which provides for timely expenditure of requested GRANT funds. 11. DRAWDOWN AND PAYMENT OF GRANT FUNDS - Drawdowns and expenditures of IRF funds must be made subsequent to or in proportion to other funds within the budget per activity. 12. BUDGET REVISIONS/AMENDMENTS - The GRANTEE shall not obligate, encumber, spend or otherwise utilize Industrial Revitalization Fund (IRF) program funds for any activity or purpose not included or not in conformance with the budget as apportioned and as submitted to DHCD unless the GRANTEE has received explicit approval by WRITTEN NOTICE from DHCD to undertake such actions. 13. TERMINATION, SUSPENSION, CONDITIONS - a. FOR CAUSE - If through any case, the GRANTEE or DHCD fails to comply with the terms, conditions or requirements of the CONTRACT DOCUMENTS the other party may terminate or suspend this AGREEMENT by giving WRITTEN NOTICE of the same and specifying 11 the effective date of termination or suspension at least five (5) days prior to such action. If, after the effective date of any suspension of this AGREEMENT, it is mutually agreeable to DHCD and the GRANTEE upon remedy of any contract violation by the GRANTEE or DHCD, the suspension may be lifted and the AGREEMENT shall be in full force and effect at a specified date after the parties have exchanged WRITTEN NOTICES stating a mutual understanding that the cause for suspension has been identified, agreed to and remedied. In the case of contract violations by the GRANTEE, DHCD may impose conditions other than termination or suspension which are appropriate to ensure proper grant and project administration and adherence to the terms of the CONTRACT DOCUMENTS. Such conditions must be imposed through WRITTEN NOTICE. b. FOR CONVENIENCE - DHCD may terminate this AGREEMENT, FOR CONVENIENCE, in the event that DHCD is no longer authorized as an agency to administer the Industrial Revitalization Fund or if the funds allocated are no longer available. The GRANTEE may terminate this AGREEMENT for convenience at any time provided that all of the following conditions are met: i. The GRANTEE gives DHCD ten (10) days WRITTEN NOTICE; and ii. The PRODUCTS which have been initiated either have been completed and may be utilized in their stage of completion in a manner consistent with the objectives in the GRANTEE’S PROJECT Proposal, or will be completed by the GRANTEE through its own or other resources; and iii. The GRANTEE had honored or will honor all contractual obligations to third parties affected by the Industrial Revitalization Fund (IRF); and iv. DHCD agrees to the termination. A GRANTEE’S valid termination for convenience in accordance with these CONTRACT DOCUMENTS shall not affect nor prejudice the GRANTEE’S future relationship with DHCD nor its future consideration as an Industrial Revitalization Fund (IRF) recipient. 12 14. SUBSEQUENT CONTRACTS - The GRANTEE shall remain fully obligated under the provisions of the CONTRACT DOCUMENTS notwithstanding its designation of any subsequent or third parties for the undertaking of all or part of the ACTIVITIES for which the Grant assistance is being provided to the GRANTEE. Any GRANTEE or CONTRACTOR or SUBCONTRACTOR which is not the APPLICANT shall comply with all the lawful requirements of the APPLICANT necessary to ensure that the PROGRAM for which this assistance is being provided under this AGREEMENT is carried out in accordance with the APPLICANT'S Assurances and Certifications. 15. POLITICAL ACTIVITY PROHIBTED - None of the funds, materials, property or services contributed by the DHCD or the GRANTEE, under this AGREEMENT, shall be used in the performance of this AGREEMENT for any partisan political activity, or to further the election or defeat of any candidate for public office. 16. INTEREST OF MEMBER OF AGENCY AND OTHERS - No officer, member, or employee of the GRANTEE and no member of its governing body, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this PROGRAM shall participate in any decision relating to this AGREEMENT which affects his personal interest or have any personal or pecuniary interest, direct or indirect, in this AGREEMENT or the proceeds thereof. 17. OFFICIALS NOT TO BENEFIT - No member of or delegate to the Congress of the United States of America and no Resident Commissioner shall be admitted to any share or part hereof or to any benefit to arise there from. 18. CERTIFICATIONS - The GRANTEE certifies that it will comply with the following: A. Freedom of Information Act; B. Virginia Conflict of Interest Act; C. Virginia Fair Employment Contracting Act; D. Virginia Public Procurement Act; and E. Americans with Disabilities Act (ADA). 19. GRANTEE will comply with: Title VI of the Civil Rights Act of 1964 (Pub. L 88-352), and the regulations issued pursuant thereto (24 CFR Part 1), which provides that no person in the United States shall on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the grantee receives Federal or State financial assistance and will immediately take any measure necessary to 13 effectuate this assurance. If any real property or structure thereon is provided or improved with the aid of Federal or State financial assistance extended to the grantee, this assurance shall obligate the grantee, or in the case of any transfer of such property, any transferee, for the period during which the real property or structure is used for a purpose for which the Federal or State financial assistance is extended or for another purpose of involving the provision of similar services to benefits. 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, JUNE 15, 2021, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016, AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY WHEREAS, on April 7, 2020, the Vinton Town Council authorized a Contract of Sale with Gish Mill Davii, LLC., to acquire the historic Gish Mill property located in the Town of Vinton and has submitted plans to redevelop the property into a mixed- use commercial, residential and retail development to be known as the Gish Mill Redevelopment Project; and WHEREAS, the Virginia Department of Housing and Community Development (DHCD has been authorized by the Governor of the Commonwealth of Virginia to distribute and administer grants of the Industrial Revitalization Fund (IRF) according to 36- 152 of the Code of Virginia; and WHEREAS, the Gish Mill Redevelopment Project, as described in the Industrial Revitalization Fund (IRF) proposal submitted by the Town of Vinton has qualified for funding on the basis of the IRF Program Design and the Town has been awarded an IRF Grant in the amount of $468,750; and WHEREAS, DHCD and the Town desire to set forth their understanding and agreement as to the payout of the Grant, the use of the Grant proceeds and the obligations of the Grantee and Council needs to authorize the Town Manager to execute said Agreement. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. The Agreement 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 on behalf of the Town, to execute and then deliver the Agreement and any other necessary documents 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 2 ATTEST: ________________________________ Susan N. Johnson, CMC, Town Clerk Meeting Date June 15, 2021 Department Administration Issue Consider adoption of a Resolution granting a loan to Gish Mill Davii, LLC. in the amount of $468,750 from the Industrial Revitalization Fund Grant and authorizing the Mayor and/or the Town Manager to execute the necessary documents to complete said loan to Gish Mill Davii, LLC. Summary The Town of Vinton has been awarded an Industrial Revitalization Fund (IRF) in the amount of $468,750 from the Virginia Department of Housing and Community Development (DHCD). The Town in partnership with the Roanoke County Economic Development Authority, intends to provide these funds to Gish Mill Davii, LLC. in the form of a 30-year loan with a 2.5% Interest Rate and a 20-year deferment. Upon repayment of the loan, plus interest, the Town may redirect the loan proceeds back in to a future redevelopment project within the Central Business District. Should the developer sell the property before the term of the loan is completed, Gish Mill Davii, LLC., may pay off the loan in full at the time of closing, or reassign the loan to the new owner with Town and EDA approval. The Loan also requires a restrictive deed requiring the property to be maintained for the intended purpose of the loan for the duration of the loan agreement. Along with the IRF Loan Agreement, Gish Mill Davii, LLC. will also execute a Promissory Note, Deed of Trust, Affidavit of Guarantors, Unconditional Guaranty, Restriction Agreement and such other documents as the Town and/or EDA deem necessary to complete said loan. Council was briefed on the IRF Loan at their May 18, 2021 meeting. Attachments Loan Agreement with supporting documents Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary {00411543.DOCX 3} 1 LOAN AGREEMENT AMONG THE TOWN OF VINTON, VIRGINIA, THE ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA, AND GISH MILL DAVII, LLC FOR THE INDUSTRIAL REVITALIZATION FUND LOAN FUNDS This Loan Agreement for Industrial Revitalization Fund Loan Funds (“Agreement”) is made and entered into this _____ day of ___________, 2021, by and among Gish Mill Davii, LLC. ("Borrower"), the Town of Vinton, Virginia ("Town") and the Economic Development Authority of Roanoke County, Virginia (the “EDA”). WITNESSETH WHEREAS, the Virginia Department of Housing and Community Development (“DHCD”) awarded the Town an Industrial Revitalization Fund Grant (“IRF Grant”) for the purpose of redeveloping the Gish Mill Property located within the Town of Vinton, Virginia; and WHEREAS, the DHCD requires that the Town shall grant the IRF Grant funds to the EDA and the EDA shall loan those funds to Gish Mill Davii, LLC for undertaking the Gish Mill Redevelopment Project which is designed to rehabilitate the historic structure and, among other objectives, create new jobs within the Town (“IRF Loan”); and WHEREAS, the Borrower may use the IRF Loan proceeds to remodel existing buildings, improve the surrounding property, and purchase fixtures, machinery, and equipment; and WHEREAS, the Borrower shall repay the IRF Loan to the EDA in accordance with the terms of this Agreement, and the EDA shall transfer all repaid loan funds to the Town. NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the parties agree as follows: 1. Exclusively from funds granted to the Town by the DHCD pursuant to the IRF Grant, the Town shall grant to the EDA the amount of Four-hundred Sixty-eight Thousand and Seven Hundred and Fifty Dollars ($468,750.00) to be used by the EDA exclusively for the IRF Loan to Borrower under this Agreement. 2. The EDA shall loan to Borrower, pursuant to the terms of this Agreement, the amount of Four-hundred Sixty-eight Thousand and Seven Hundred and Fifty Dollars ($468,750.00) to {00411543.DOCX 3} 2 be used by the Borrower exclusively for the Gish Mill Redevelopment Project. The EDA will administer the loan. 3. Borrower shall repay said loan over a period of thirty (30) years, with no payments required during the first twenty (20) years following closing. Interest shall accrue at a rate of zero percent (0%) per annum during the initial twenty (20) years following closing. Interest shall begin to accrue on the loan’s outstanding principal balance on the first day following the twentieth (20th) anniversary of closing at a rate of two and one half per centum (2.5%) per annum. Beginning on first day of the first full month following the twentieth (20th) anniversary of closing, and continuing on the first day of each succeeding month until the loan is repaid in full, Borrower shall pay to the EDA all principal and accrued interest under this loan. If the twentieth (20th) anniversary of closing is in the middle of a month, then daily interest shall be charged to Borrower for the remainder of such month and added to Borrower’s accrued interest payment obligation. Borrower shall make one-hundred and twenty (120) equal monthly payments of principal and interest on the date when due in immediately available funds; provided, however, Borrower may pay the principal balance of the loan, or any portion thereof, plus accumulated interest, to the EDA at any time prior to the due date, without penalty. 4. As a condition of said loan, Borrower shall execute a Promissory Note, Deed of Trust, Performance Agreement, Restriction Agreement, and such other documents as the Town and/or EDA deem appropriate (collectively, the “Transaction Documents”). The Promissory Note and Deed of Trust shall further evidence the payment obligation agreed to by Borrower under this Agreement. Said Transaction Documents shall be in a form acceptable to counsel for the Town and the EDA, and shall contain certain penalties for failure to pay, as specified in the terms of such documents. The collateral offered by the Borrower(s) to secure the repayment of this loan is as follows: County of Roanoke, Virginia, Parcel ID 060.11-04-22.00-0000 (350 Gus Nicks Blvd); County of Roanoke, Virginia, Parcel ID 060.11-04-23.00-0000 (0 Gus Nicks Blvd); and City of Roanoke, Virginia, Parcel ID 3410617 (0 Brook St. NE); which collectively are known as the Gish Mill Property {00411543.DOCX 3} 3 3. Borrower represents and warrants that: a. It is, or as of closing will be, the sole owner of the above-described collateral and that the above-described collateral is free and clear of all other notes, mortgages, deeds of trusts, pledges, security interests, liens, mortgages and similar encumbrances, other than that certain deed of trust on the collateral for the benefit of Freedom First Credit Union securing a construction loan for the Gish Mill Redevelopment Project, or that such instruments will be subordinated to the Town’s interest in same, and that, at closing, the Town will be in no lower than a second priority position, behind the foregoing Freedom First Credit Union Deed of Trust, over said collateral. Town shall have the right, but not the obligation, to conduct a title search, UCC lien search, or similar review of any liens or encumbrances against the collateral prior to closing, and Borrower shall cooperate in such process and shall be responsible for all costs and expenses connected with such searches and reviews. If the results of such search or review are unsatisfactory to Town for any reason, Town shall have the right to either cancel or terminate this Agreement, or to give Borrower an opportunity to remedy the defect found in the collateral review process. b. It is a duly created, validly existing, and in good standing limited liability company under the laws of the Commonwealth of Virginia. c. It has all powers, licenses, authorizations, and consents and approvals required to exist and to enter into this Agreement and the other Transaction Documents. d. The execution and delivery by Borrower of the Transaction Documents are fully within its power, have been duly authorized as may be required by law, and are legal, binding, valid and enforceable obligations of Borrower. 4. Borrower shall strictly comply with all terms and conditions of this Agreement and all local, state and federal laws, rules and regulations applicable to the Gish Mill Redevelopment Project. The terms and conditions of this Agreement shall include all of the terms and requirements contained in the Town’s contract with the Virginia Department of Housing and Community Development for the Industrial Revitalization Fund grant proceeds. 5. Borrower shall use the loan proceeds only for the improvement of the collateral identified above. Failure to use loan proceeds for these purposes shall be a breach of this {00411543.DOCX 3} 4 Agreement which shall cause the entire amount loaned hereunder, together with all accrued interest and fees, to be due in full at the time of such breach. 6. Borrower hereby irrevocably consents to the Town’s or the EDA’s entry, or the entry of an authorized agent of either of the foregoing, at such reasonable dates and times as they may deem necessary to ensure that the Borrower is using IRF Loan proceeds for the Gish Mill Redevelopment Project and that it is carrying out the project in a good and workmanlike manner. 7. As a condition of making the loan, and as a continuing requirement of this Agreement, Borrower shall strictly comply with all terms as follows, but not be limited to: (i) timely and full repayment of the Promissory Note executed by Borrower; (ii) the achieving and maintaining of the Targets (as defined in the parties’ Performance Agreement dated as of ________, 2021) that are required for the loan; (iii) maintaining for the life of the loan the collateral described herein and not allowing such collateral to lose its value (except for ordinary wear and tear); (iv) keeping adequate casualty insurance on the collateral as required herein; (v) not declaring bankruptcy, becoming insolvent, or making any assignments for the benefit of any of the Borrower’s creditors; nor taking any action that would cause the EDA or the Town to lose its priority position in the collateral. Furthermore, as a condition of the loan, Borrower shall make its business records, personnel records and books available to EDA or the Town or any of their authorized agents for audit upon three (3) business days’ notice to Borrower, to assure that all terms and conditions of the IRF Loan and this Agreement are being met and that the IRF Loan proceeds are being spent to further the Gish Mill Redevelopment Project. 8. The Loan shall be subject to call, in full, if the Borrower breaches any of the material terms and conditions of this Agreement, any of the Transaction Documents, the Contract of Sale dated as of April 8, 2020, or any other agreement between or among any of the Borrower, the EDA, the DHCD, or the Town related to the Gish Mill Redevelopment Project (collectively, the “Related Agreements”). 9. This Agreement is entered into and governed by the laws of the Commonwealth of Virginia. Any suit to enforce or interpret any term or condition herein or concerning any other matter connected with the Loan Agreement shall be brought only in the Circuit Court of the County of Roanoke, Virginia. 9. Any notices to the parties hereto shall be sent as follows: To the Town: Town Manager, Town of Vinton, 311 South Pollard Street, Vinton, VA 24719. {00411543.DOCX 3} 5 To the Borrower: Attn: Gish Mill Davii, 120 Campbell Ave, Roanoke VA 24011 10. Borrower shall be required to procure and maintain insurance with a licensed Virginia insurance company which shall protect the assets pledged as collateral hereunder against loss due to fire or other casualty or hazard, as applicable. Town shall be named as a loss payee or additional insured under said policy up to the amount of the loan, and Borrower shall provide proof of said insurance and shall not cancel said policy or policies without first procuring qualifying replacement insurance coverage from another licensed Virginia insurance company, as required hereunder. All such insurance policies shall be written by insurers, in amounts, with endorsements, and on terms and conditions satisfactory to the Town. Copies of all such policies shall be provided to the Town. 11. Borrower shall indemnify and save the EDA and the Town harmless from any and all loss damages incurred by the EDA and/or the Town as a result of any breach of this Agreement or any Related Agreement by Borrower, including, but not limited to, reimbursement to the EDA and/or the Town of any and all costs, fees, damages, claims, losses, and similar items, as well as all attorneys’ fees incurred by the EDA and/or the Town as a result of Borrower’s breach. 13. The closing on the loan shall occur within ten (10) days from the date of this Agreement, or within such reasonable time thereafter as the necessary papers are prepared and all contingencies are satisfied. Borrower covenants that it has and will have, as of the date of closing on the Promissory Note, the Deed of Trust and other Transaction Documents, good and marketable title to the Property and full authority to convey the Property to a trustee of the EDA’s selection. The terms of this Agreement shall survive closing and shall be enforceable until the loan is fully repaid and Borrower has satisfied all requirements of this Agreement. 14. Within thirty (30) days of receiving a loan repayment from Borrower, the EDA shall remit the amount of the loan repayment to the Town. 15. This Agreement shall be binding upon the parties hereto and is not assignable or assumable by any party without the express written consent of the EDA and the Town. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first written above. {00411543.DOCX 3} 6 GRANTOR: Economic Development Authority of Roanoke County, Virginia By: ______________________________ Name: Stephen A. Musselwhite Title: Chairman COMMONWEALTH OF VIRGINIA COUNTY OF ROANOKE, to wit: The foregoing document was acknowledged before me by Stephen A. Musselwhite, Chairman of the Economic Development Authority of the County of Roanoke, Virginia, a political subdivision of the Commonwealth of Virginia, on behalf of such entity, this ___ day of __________________, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ Approved as to legal form: ____________________________ Peter S. Lubeck Roanoke County Attorney, as Counsel for the EDA {00411543.DOCX 3} 7 GRANTOR: Town of Vinton, Virginia By: ______________________________ Name: Richard W. Peters, Jr. Title: Town Manager COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ______________, to wit: The foregoing document was acknowledged before me by Richard W. Peters, Jr., Town Manager of the Town of Vinton, Virginia, a political subdivision of the Commonwealth of Virginia, on behalf of such entity, this ___ day of _________________, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ Approved as to legal form: Jeremy E. Carroll Town Attorney {00411543.DOCX 3} 8 GRANTEE: Gish Mill Davii, LLC. By: ______________________________ Name: David P. Hill, Member By: ______________________________ Name: David B. Trinkle, Member COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ______________, to wit: The foregoing document was acknowledged before me by David P. Hill, Member of Gish Mill Davii, LLC., a Virginia limited liability company, on behalf of such entity, this ___ day of ___________________, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ______________, to wit: The foregoing document was acknowledged before me by David B. Trinkle, Member of Gish Mill Davii, LLC, a Virginia limited liability company, on behalf of such entity, this ___ day of __________________, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ 1 Prepared by: Jeremy Carroll (VSB No. 41331) Guynn, Waddell, Carroll & Lockaby, P.C. 415 South College Avenue Salem, Virginia 24153 This instrument is exempt from recordation fees and taxes pursuant to Sections 17.1-266, 17.1-179(E), 58.1-811(A)(3) and 58.1-811(C)(4) of the Code of Virginia, 1950, as amended. RESTRICTION AGREEMENT This RESTRICTION AGREEMENT is made as of the ___ day of _____, 2021, by and among the Economic Development Authority of Roanoke County, Virginia, a political subdivision of the Commonwealth of Virginia (the “Authority,” to be indexed as “Grantor”), Gish Mill Davii, LLC, a limited liability company validly organized and existing under the laws of the Commonwealth of Virginia (the “Company,” to be indexed as “Grantor”), and the Virginia Department of Housing and Community Development, an agency of the Commonwealth of Virginia (“DHCD,” to be indexed as “Grantee”). WHEREAS, the Authority and the Town of Vinton, Virginia, a municipal corporation of the Commonwealth of Virginia (the “Town”) entered into a Contract of Sale dated as April 8, 2020 (the “Purchase Agreement”) and a Performance Agreement dated as of _______, 2021 (the “Performance Agreement”), contemplating the redevelopment of Gish Mill, which is located at County of Roanoke, Virginia, Parcels ID 060.11-04-22.00-0000 (350 Gus Nicks Blvd.) and 060.11-04-23.00-0000 (0 Gus Nicks Blvd.) and City of Roanoke, Virginia, Parcel ID 3410617 (0 Brook St. NE) and is more completely described in Attachment A (the “Subject Property”), as a mixed use commercial and residential development (the “Project”); and WHEREAS, by virtue of said Purchase Agreement, the Town has agreed to convey the Subject Property to the Company, subject to the terms and conditions contained therein, and the Authority will have effective control of the Subject Property, through its participation in the Performance Agreement and that certain Promissory Note and Deed of Trust which it holds on it, which include performance guarantees by the Company, dated as of __________________, 2021; and WHEREAS, on __________________, 2021, the Town entered into an agreement with DHCD for an Industrial Revitalization Fund grant (“IRF Grant”) with the understanding that the Authority will act as a pass-through entity and will loan the IRF Grant funds to the Company to undertake and complete the Project on the Subject Property; and WHEREAS, DHCD awarded to the Town an IRF Grant in the amount of $468,750, which amount the Town shall grant to the Authority and the Authority shall loan to the Company (“IRF Loan”), for 2 ultimate use by the Company to rehabilitate the Subject Property from a vacant, deteriorating facility, into the finished Project, as contemplated by the Performance Agreement; and WHEREAS, as a condition of the IRF Grant to the Town and subsequent IRF Loan to the Company, DHCD requires placement of a recorded restriction among the land records in the Clerk’s Office of the Circuit Court of Roanoke County, Virginia and among the land records in the Clerk’s Office of the Circuit Court of the City of Roanoke, Virginia. NOW THEREFORE, in consideration of the foregoing recitals, the IRF Grant to the Authority, and the IRF Loan to the Company, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. The Authority and the Company do hereby covenant unto DHCD that for a period of Ten (10) years from the date of issuance of a Certificate of Occupancy for any portion of the Subject Property (the “DHCD Compliance Period”), the Subject Property will be used as contemplated in the Performance Agreement, and specifically as a mixed use residential and commercial property with ancillary related structures. 2. The Authority and the Company covenant to notify DHCD immediately, in writing, if during the DHCD Compliance Period there is (i) a change in ownership of any parcel comprising the Subject Property that would cause it to cease to be used for the purposes of the Project; or (ii) any change in use of the Subject Property that would cause the Subject Property no longer to be considered to be within the scope of the Project. 3. In the event that a change in ownership or a change in use, as defined in section 2, causes the Subject Property no longer to be used as contemplated for the Project, DHCD will require the Authority and the Company to make an immediate and full repayment of the IRF Loan (the “Repayment”). The Repayment required under this section will include an acceleration of all amounts due and payable by the Company under that certain Promissory Note dated as of __________________, 2021. The Authority’s repayment obligations under this section are limited to those sums lawfully recovered from the Company for such Repayment. The Authority covenants to take commercially reasonable steps to undertake such recovery. 4. At the expiration of the DHCD Compliance Period, this Restriction Agreement shall terminate, without necessity of the recordation of any release. 5. All notices, requires, and other communications given under this Restriction Agreement must be in writing and delivered personally, by facsimile, reputable overnight courier, or by certified U.S. Mail, postage prepaid, to: 3 To the Authority: Economic Development Authority of Roanoke County, Virginia 5204 Bernard Drive, SW Roanoke, Virginia 24018 ATTN: Steve Musselwhite, Chair And Roanoke County Attorney’s Office 5204 Bernard Drive, SW Fourth Floor Roanoke, Virginia 24018 Attn: Peter Lubeck, County Attorney To the Company: Gish Mill Davii, LLC. 120 Campbell Ave SW Roanoke, VA 24011 To DHCD: Virginia Department of Housing & Community Development 600 East Main Street, Suite 300 Richmond, Virginia 24320 Notices will be deemed delivered: (i) if delivered personally, upon delivery; (ii) if delivered by facsimile, immediately upon electronic confirmation of receipt of transmission; (iii) if delivered by reputable overnight courier, as of noon on the business day on which or, if delivered on a weekend or holiday, next following the day on which the courier delivers it, or (iv) if delivered by U.S. Mail, as of the third business day after deposit in the U.S. Mail. 6. If any provision of this Restriction Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Restriction Agreement shall not be affected thereby, and in lieu of such provision that is held to be illegal, invalid, or unenforceable, there shall be added to this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be legal, valid, and enforceable. 7. No person executing this Restriction Agreement on behalf of the entity of which he or she is an employee or officer shall incur any personal liability by virtue of this Restriction Agreement, provided he or she acts in good faith. This Restriction Agreement is not to be construed as a general obligation of the faith and credit of the Commonwealth or any political subdivision thereof, including DHCD and the Authority. 8. The covenants, conditions, and agreements contained in this Restriction Agreement shall bind and inure to the benefit of the Authority, the Company, DHCD, and their respective successors and assigns. 4 9. No amendment or modification of this Restriction Agreement, except as to the addresses set forth in section 5, shall be effective until and unless expressed in writing and signed by the party or parties to be bound thereby. 10. Nothing herein will limit the Authority’s ability to enforce all other available rights and remedies it may have at law or in equity with regard to the IRF Loan, including without limitation the right to enforce the Promissory Note and/or the Deed of Trust dated as of _______, 2021. IN WITNESS WHEREOF, the Authority, Company, and DHCD have executed this Restriction Agreement as of the date first written above. Remainder of page intentionally left blank 5 GRANTOR: Economic Development Authority of Roanoke County, Virginia By: ______________________________ Name: Stephen A. Musselwhite Title: Chairman COMMONWEALTH OF VIRGINIA COUNTY OF ROANOKE, to wit: The foregoing document was acknowledged before me by Stephen A. Musselwhite, Chairman of the Economic Development Authority of Roanoke County, Virginia, a political subdivision of the Commonwealth of Virginia, on behalf of such entity, this ___ day of _____________, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ GRANTOR: Gish Mill Davii, LLC By: ______________________________ Name: David P. Hill, Member By: ______________________________ Name: David B. Trinkle, Member COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ______________, to wit: The foregoing document was acknowledged before me by David P. Hill, Member of Gish Mill Davii, LLC, a Virginia limited liability company, on behalf of such entity, this ___ day of ___________, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ 6 COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ______________, to wit: The foregoing document was acknowledged before me by David B. Trinkle, Member of Gish Mill Davii, LLC, a Virginia limited liability company, on behalf of such entity, this ___ day of _______, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ GRANTEE: Virginia Department of Housing and Community Development By: ______________________________ Name: ____________________________ Title: _____________________________ COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ______________, to wit: The foregoing document was acknowledged before me by __________________ of the Virginia Department of Housing and Community Development, an agency of the Commonwealth of Virginia, on behalf of such entity, this ___ day of _______, 2021. ____________________________ Registration Number: _____________ Notary Public My Commission Expires: _____________ 7 Attachment A Being all that certain tract or parcel of land together with the buildings and improvements thereon and the easements and appurtenances thereunto belonging situated in the Town of Vinton, County of Roanoke and Roanoke City, Virginia, containing 1.1671 acres and being more particularly shown and described on that certain plat of survey entitled "PLAT OF SURVEY SHOWING PROPERTY OF HOLDRENS COUNTRY STORE INC. LOCATED IN THE TOWN OF VINTON, VIRGINIA, dated July 25, 1988, made by John D. Abbott, P.E., C.L.S., a copy of which is recorded in the Clerk's Office, Circuit Court, Roanoke County in Deed Book 1398, Page 1638. Being the same real estate granted and conveyed unto Holdren's Country Store, Inc., by the Town of Vinton, a Municipal Corporation, by deed dated April 14, 1993, of record in the Office of the Clerk, Circuit Court, Roanoke County, Virginia, in Deed book 1398, at Page 1636; and by deed dated January 5, 1982 and recorded in the aforementioned Clerk's Office in Deed Book 1180, Page 1408; and by deed dated January 5, 1982 recorded in the City of Roanoke, Clerk's Office in Deed Book 1473, Page 978. {00411539.DOC 2} 1 Prepared by and return to: Jeremy Carroll (VSB#41331) GUYNN, WADDELL, CARROLL & LOCKABY, P.C. Town of Vinton Attorney 415 S. College Ave. Salem, Virginia 24153 Tel. (540) 387-2320 Fax. (540) 389-2350 City of Roanoke Tax ID # 3410617 County of Roanoke Tax Map # 060.11-04-22.00-0000 and 060.11-04-23.00-0000 2-17.00-0000 Loan Amount: $ 468,750 TOWN OF VINTON, VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA INDUSTRIAL REVITILIZATION FUND LOAN DEED OF TRUST THIS DEED OF TRUST is dated the ____ day of ______, 2021, among GISH MILL DAVII, LLC, a Virginia limited liability company (referred to herein as "Grantor"); the ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia, whose address is 5204 Bernard Dr., SW, Roanoke, Virginia, VA 24018 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and JEREMY E. CARROLL, whose business address is 415 S. College Avenue, Salem, VA 24153, and RICHARD W. PETERS JR., whose business address is 311 South Pollard Street, Vinton, VA 24179 (together "Grantee," also referred below as "Trustee"). CONVEYANCE AND GRANT For valuable consideration, Grantor grants, conveys, transfers, encumbers and pledges and assigns to Trustee, for the benefit of Lender as Beneficiary, all of Grantor's present and future right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; and all rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, which real property is located in part in the Town of Vinton, Roanoke County, Virginia and in part in the City of Roanoke, Virginia, is more particularly described on Schedule A attached hereto and made a part hereof, and is more commonly known as 350 Gus Nicks Blvd, Vinton, VA 24179 (the "Real Property"), in trust to secure to the Lender the performance and payment by the Grantor of the Indebtedness (as defined herein) and also to secure the prompt and punctual performance by Borrower of each and every covenant, condition and agreement contained herein, and each and every other obligation, covenant and agreement contained in the Related Documents (as defined below) or otherwise concerning or related to the Real Property. Grantor presently assigns, absolutely and irrevocably, to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and all rents from the Property until the Note executed contemporaneously herewith is paid in full and this Deed of Trust is released. {00411539.DOC 2} 2 DEFINITIONS The following words shall have the following meanings when used in this Deed of Trust. Beneficiary. The word "Beneficiary" means the Economic Development Authority of Roanoke County, Virginia, its successors and/or assigns. Borrower. The word "Borrower" means each and every person or entity signing the Note. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Grantor, Lender, and Trustee. Grantor. The word "Grantor" means any and all persons and entities executing this Deed of Trust. Any Grantor who signs this Deed of Trust, but does not sign the Note, is signing this Deed of Trust only to grant and convey that Grantor's interest in the Real Property and to grant a security interest in Grantor's interest in the Rents and Personal Property to Lender. Guarantor. The word "Guarantor" means and includes without limitation any and all guarantors, sureties, and accommodation parties in connection with the indebtedness and their personal representatives, successors and assigns. Improvements. The word "Improvements" means and includes without limitation all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal and interest, together with all other fees, costs, and charges, if any, payable under the Note and any amounts expended or advanced by Lender or Town (as defined below) to discharge obligations of Borrower or expenses incurred by Trustee or Lender or Town to enforce obligations of Borrower or Grantor under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Lender. The word "Lender" means the Economic Development Authority of Roanoke County, Virginia its successors and assigns. Note. The word "Note" means the Note dated on the same day as this Deed of Trust, in the principal amount of $468,750 from Borrower to Lender, together with all renewals, extensions, modifications, refinancings, and substitutions for the Note. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the property, interests, and rights described above in the "Conveyance and Grant" section. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements, and documents, whether now or hereafter existing, executed in connection with the indebtedness. Related Documents include, but are not limited to, the Performance Agreement dated _______, 2021, the Loan Agreement dated _______, 2021, and the Restriction Agreement dated _______, 2021. {00411539.DOC 2} 3 Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. Town. The word “Town” refers to the Town of Vinton, Virginia, a municipal corporation in the Commonwealth of Virginia. The Town is the recipient of a grant from the Virginia Department of Housing and Community Development Industrial Revitalization Fund. The Town is providing the proceeds of that grant to the Lender which in turn is lending those proceeds, in the amount of $468,750, to the Grantor for use in the Gish Mill Redevelopment Project in accordance with the terms of the Note, this Deed of Trust and the Related Documents. The Lender is administering the loan on behalf of the Town. Trustee. The word "Trustee" means Jeremy E. Carroll and Richard W. Peters Jr and any substitute or successor trustees. If more than one person is named as trustee, the word "Trustee" means each such person. GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (a) Grantor has the full power, right and authority to enter into this Deed of Trust and to hypothecate the Property; (b) the provisions of this Deed of Trust do not conflict with, or result in a default under any agreement or other instrument binding upon Grantor and do not result in a violation of any law, regulation, court decree or order applicable to Grantor; (c) Grantor holds good and marketable title to the Property in fee simple, free and clear of all liens and encumbrances, other than those set forth in the Real Property description or in any title insurance policy, title report or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust; and (d) Grantor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. PAYMENT AND PERFORMANCE Except as otherwise provided in this Deed of Trust, Borrower shall pay to Lender all indebtedness secured by this Deed of Trust as it becomes due, and Borrower and Grantor shall strictly perform all their respective obligations under the Note, this Deed of Trust and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY Grantor and Borrower agree that Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Grantor may (a) remain in possession and control of the Property, (b) use, operate and manage the Property, and (c) collect any Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Grantor shall not cause, conduct or permit any nuisance nor commit, permit or suffer any stripping of or waste on or to the Property or any portion of the Property. Grantor agrees neither to abandon nor leave unattended the Property. Hazardous Substances. The terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used in this Deed of Trust, shall have the same meanings {00411539.DOC 2} 4 as set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transport Act, 49 U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or Federal laws, rules or regulations adopted pursuant to any of the foregoing. The terms "hazardous waste" and "hazardous substance" shall also include, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Grantor represents and warrants to Lender that: (a) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, about or from the Property; (b) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (i) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance on, under, about or from the Property by any prior owners or occupants of the Property or (ii) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (c) Except as previously disclosed to and acknowledged by Lender in writing, (i) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (ii) any such activity shall be conducted in compliance with all applicable federal, state and local laws, regulations and ordinances, including without limitation those laws, regulations and ordinances described above. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interest and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances and regulation, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property. DUE ON SALE -- CONSENT BY LENDER. NOTICE -- THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE TERMS THEREOF BEING {00411539.DOC 2} 5 MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED. Lender may, at its option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without the Lender's prior written consent, of all of any part of the Real Property, or any interest in the Real Property. TAXES AND LIENS Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises, or if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. PROPERTY DAMAGE INSURANCE Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender, together with such other hazard and liability insurance as Lender may require. Policies shall be written in form, amounts, coverages and basis acceptable to Lender and issued by a company or companies acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverage will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance to the extent such insurance is required by Lender and is or becomes available, for the term of the loan and for the {00411539.DOC 2} 6 full unpaid principal balance of the loan, or the maximum limit of coverage that is available, whichever is less. EXISTING INDEBTEDNESS The following provisions concerning existing indebtedness (the "Existing Indebtedness") are a part of this Deed of Trust. No Modification. Grantor shall not enter into any agreement with the holder of any mortgage, deed of trust, or other security agreement, which has priority over this Deed of Trust by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender and the Town. Grantor shall neither request nor accept future advances under any such security agreement without the prior written consent of Lender and the Town. CONDEMNATION Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award by applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation. Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. DEFAULT Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default") under this Deed of Trust: Default on Indebtedness. Failure of Borrower to make any payment when due on the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Compliance Default. Failure of Grantor or Borrower to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender or the Town by or on behalf of Grantor or Borrower under this Deed of Trust, the Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. {00411539.DOC 2} 7 Defective Collaterization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral documents to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The death of any Grantor or Borrower, the insolvency of Grantor or Borrower, the appointment of a receiver for any part of Grantor or Borrower's property, any assignment for the benefit of creditors, any type of creditor workout or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor or Borrower. Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim, which is the basis of the foreclosure or forfeiture proceeding, provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. Breach of Other Agreement. Any breach by Grantor or Borrower under the terms of any other agreement between Grantor or Borrower and Lender or Town that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor or Borrower to Lender or Town, whether existing now or later. Insecurity. Lender in good faith deems itself insecure. RIGHTS AND REMEDIES ON DEFAULT Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights and remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty, which Borrower would be required to pay. This right is in addition to all other rights given to holders of any promissory note under Title 55.1 of the Code of Virginia. Foreclosure. With respect to all or any part of the Real Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. The proceeds of sale shall be applied by Trustee as follows: (a) first, to pay all proper advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustee's bond, auditor's fee, attorneys' fees, and all other expenses of sale incurred in or about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance and with interest thereon at the rate provided in the Note, and all taxes and assessments due upon the Property at time of sale, and to retain as compensation a commission of five percent (5%) on the amount of the sale or sales; (b) second, to pay the whole amount then remaining unpaid on the Indebtedness; (c) third, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in Trustee's hands are available; and (d) last, to pay the remainder of the proceeds, if any, to Grantor, {00411539.DOC 2} 8 Grantor's heirs, personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. Collect Rents. Lender shall have the right, without notice to Grantor or Borrower, to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust, the Note, the Related Documents, or at law or in equity. Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust, Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor or Borrower under this Deed of Trust after failure of Grantor or Borrower to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Notes’ rate from the date of expenditure until repaid. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. Any Trustee may act alone. Successor Trustee. Lender, at Lender's option, at any time hereafter and without prior notice and without specifying any reason, may from time to time appoint a successor Trustee to any Trustee appointed hereunder. The successor trustee shall succeed to all the title, power and duties conferred upon the Trustee in this Deed of Trust and by applicable law. {00411539.DOC 2} 9 MISCELLANEOUS PROVISIONS Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Deed of Trust shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Virginia. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. Successors and Assigns. Subject to the limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and assigns. If ownership of the Property becomes vested in a person other than the Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and Grantor or Borrower, shall constitute a waiver of any of Lender's rights or any of Grantor or Borrower's obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. Waiver of Homestead Exemption. Grantor waives the benefit of Grantor's homestead exemption as to this obligation. WITNESS the following signature(s) and seal(s): GRANTOR: Gish Mill Davii, LLC By: _______________________________ David P. Hill Member {00411539.DOC 2} 10 By: _______________________________ David B. Trinkle Member COMMONWEALTH OF VIRGINIA COUNTY OF ROANOKE, to-wit: The foregoing instrument was acknowledged before me this __ day of_________, 2021, by David P. Hill in his capacity as a Member of Gish Mill Davii, LLC. ______________________________ Notary Public My commission expires: ________. Notary Number: __________. COMMONWEALTH OF VIRGINIA COUNTY OF ROANOKE, to-wit: The foregoing instrument was acknowledged before me this __ day of_________, 2021, by David B. Trinkle in his capacity as a Member of Gish Mill Davii, LLC. ______________________________ Notary Public My commission expires: ________. Notary Number: __________. {00411539.DOC 2} 11 SCHEDULE A County of Roanoke, Virginia, Parcel ID 060.11-04-22.00-0000 and 060.11-04-23.00-0000 and City of Roanoke, Virginia, Parcel ID 3410617 ADDRESS: 350 GUS NICKS BLVD, VINTON, VIRGINIA LEGAL DESCRIPTION OF REAL PROPERTY: Being all that certain tract or parcel of land together with the buildings and improvements thereon and the easements and appurtenances thereunto belonging situated in the Town of Vinton, County of Roanoke and Roanoke City, Virginia, containing 1.1671 acres and being more particularly shown and described on that certain plat of survey entitled "PLAT OF SURVEY SHOWING PROPERTY OF HOLDRENS COUNTRY STORE INC. LOCATED IN THE TOWN OF VINTON, VIRGINIA, dated July 25, 1988, made by John D. Abbott, P.E., C.L.S., a copy of which is recorded in the Clerk's Office, Circuit Court, Roanoke County in Deed Book 1398, Page 1638. Being the same real estate granted and conveyed unto Holdren's Country Store, Inc., by the Town of Vinton, a Municipal Corporation, by deed dated April 14, 1993, of record in the Office of the Clerk, Circuit Court, Roanoke County, Virginia, in Deed book 1398, at Page 1636; and by deed dated January 5, 1982 and recorded in the aforementioned Clerk's Office in Deed Book 1180, Page 1408; and by deed dated January 5, 1982 recorded in the City of Roanoke, Clerk's Office in Deed Book 1473, Page 978. {00411537.DOCX 2} 1 TOWN OF VINTON ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA INDUSTRIAL REVITILIZATION FUND LOAN PROMISSORY NOTE Principal Amount: $468,750.00 Loan Date: _____ ___, 2021 IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. FOR VALUE RECEIVED, the undersigned GISH MILL DAVII, LLC., a Virginia limited liability company (“Borrower”) promises to pay to the order of the Economic Development Authority of Roanoke County, Virginia, its successors and/or assigns (“Lender”), without offset, at Lender’s office, currently located at 5204 Bernard Dr., SW, Roanoke, Virginia, VA 24018, or at such other place as Lender may from time to time designate, the principal sum of FOUR HUNDRED SIXTY-EIGHT THOUSAND AND SEVEN HUNDRED FIFTY DOLLARS ($468,750.00) and all other sums which may be owing to Lender by Borrower pursuant to this promissory note (this “Note”). The following terms shall apply to this Note. 1. REPAYMENT; MATURITY DATE. Interest: Interest on the unpaid balance of this Note shall accrue at a fixed rate of zero percent (0%) per year, for the first twenty years of the loan. Interest on the unpaid balance of this Note shall accrue at a fixed rate of two and one half percent (2.5%) per year, beginning on the first day following the twentieth (20th) anniversary of the Loan Date. Repayment: The indebtedness evidenced by this Note shall be paid by Borrower to Lender as follows: The term of the loan will be for 30 years, with no payments required during the initial 20 years following the Loan Date. Beginning on the first day of the month following the twentieth (20th) anniversary of the Loan Date, Borrower will commence repaying the principal, all accrued interest, and all other amounts due under this Note in (120) equal monthly installments. Each installment will be payable on the 1st day of each month for 120 consecutive months. , beginning July 1st, 2041, and continuing until June 1st, 2051, (the “Maturity Date”), when The entire principal balance and all accrued, unpaid interest thereon, if any, and all other amounts due under this Note shall be due and payable no later than the thirtieth (30th) anniversary of the Loan Date (the “Maturity Date”). Daily interest between the accruing between twentieth (20th) anniversary of the Loan Date and the first day of the month following twentieth (20th) anniversary of the Loan Date shall be calculated at a rate of 2.5% per year and included in the Borrower’s accrued interest payment obligation. {00411537.DOCX 2} 2 2. LATE PAYMENT CHARGE. If any payment due hereunder is not received by Lender within seven (7) days after the due date, Borrower shall pay a late payment charge equal to five percent (5%) of the amount then due. 3. APPLICATION OF PAYMENTS. All payments made pursuant to this Note shall be applied first to late payment charges or other sums owed to Lender, next to accrued interest, and then to principal, or in such other order or proportion as Lender, in Lender’s sole and absolute discretion, may elect from time to time. 4. PREPAYMENT. Borrower may prepay this Note in whole or in part at any time or from time to time without premium or additional interest. 5. EVENTS OF DEFAULT. Any one of the following events shall constitute an “Event of Default” under this Note: a. If any payment on this Note, or if any payment on any other present or future debt or obligation of Borrower, or any maker, endorser or guarantor of this Note or such other debt or obligation (each a “Party” and collectively the “Parties”), to Lender, is not paid when due. b. If Borrower, or any Party, defaults or breaches any term, covenant, representation, warranty, or provision of this Note or defaults or breaches any term, covenant, representation, warranty, or provision of any other agreement or document made by Borrower or any other Party for the benefit of Lender or the Town of Vinton, Virginia (“Town”), including without limitation the Loan Agreement dated as of ________, 2021, the Performance Agreement dated as of ________, 2021, the Restriction Agreement dated as of ________, 2021, and the Deed of Trust of even date herewith (collectively, as modified or amended from time to time, the “Loan Documents”), or any other instrument or agreement delivered to Lender or Town in connection with this or any other transaction with Lender or Town, or if Borrower, or any Party, makes a materially false or misleading statement to Lender or Town. c. If any of the Security (as hereinafter defined) is lost, abandoned, destroyed, severely damaged, involved in legal proceeding, sold or transferred except as permitted by prior written agreement with Lender. d. If any Borrower, or any Party, dies, dissolves, merges, consolidates, ceases to be a going concern, or there is a change in the ownership in Borrower or any Party of more than twenty percent (20%). e. If a petition or complaint under any bankruptcy, insolvency or other law seeking reorganization, liquidation, dissolution or other relief is filed by or against Borrower, or any party, or if Borrower, or any Party, becomes unable or admits an inability to pay its debts as they become due. f. If any property of Borrower, or any Party, is seized, attached or levied on, or if a receiver or custodian is appointed for Borrower or any Party. {00411537.DOCX 2} 3 g. If Lender believes in good faith that (i) the prospect of payment or performance hereunder is impaired (ii) any of the Security is insecure or (iii) a material, adverse change has occurred in Borrower’s, or any Party’s, condition, financial or otherwise. h. If any guaranty obtained in connection with this Note is terminated. 6. REMEDIES. Upon the occurrence of an Event of Default, Lender shall have the right to accelerate and declare this Note due and payable in full without demand or notice. Lender shall have all of the rights and remedies of a secured party under the Uniform Commercial Code, as well as all of the rights and remedies granted by the Loan Documents, by other applicable law, under any document related to the loan evidenced by this Note, or to any of the Security. Without limiting the generality of the foregoing, Lender shall have the right, immediately and without further action or notice, to set off against this Note all money owed by Lender in any capacity to Borrower, and any Party, whether or not due, and to set off against all other liabilities of Borrower and any Party, to Lender all money owed by Lender in any capacity to Borrower and/or each or any Party whether or not due. All rights and remedies of Lender under this Note and the Loan Documents, under any document given to Lender in connection with this Note and under applicable law shall be cumulative and not exclusive and may be exercised successively or concurrently. Lender shall not by any act, delay, omission, or otherwise be deemed to have waived any of its right or remedies and no waiver of any kind shall be deemed to have occurred unless in writing and signed by an authorized office of Lender. Following the occurrence of an Event of Default, Lender may raise the rate of interest accruing on the unpaid balance due under this Note by three percent (3%) above the rate of interest otherwise applicable until such time as such default has been cured to Lender’s entire satisfaction, independent of whether Lender elects to accelerate the unpaid principal balance as a result of such default. 7. INTEREST RATE AFTER JUDGMENT. If judgment is entered against Borrower on this Note, the amount of the judgment entered (which may include principal, interest, penalties, fees, and costs) shall bear interest at the higher of the above described default interest rate as determined on the date of the entry of the judgment, or the legal rate of interest then applicable to judgments in the jurisdiction in which judgment was entered. 8. EXPENSES OF COLLECTION. If this Note is referred to an attorney for collection, whether or not judgment has been confessed or suit has been filed, Borrower shall pay all of Lender’s costs, fees (including, without limitation, Lender’s attorneys’ fees, paralegal charges and expenses) and all other expenses resulting from such referral. 9. SECURITY. Borrower’s obligations under this Note are secured by the following real property, collectively known as the Gish Mill Property: County of Roanoke, Virginia, Parcel ID 060.11-04-22.00-0000 (350 Gus Nicks Blvd); County of Roanoke, Virginia, Parcel ID 060.11-04-23.00-0000 (0 Gus Nicks Blvd); and City of Roanoke, Virginia, Parcel ID 3410617 (0 Brook St. NE). 10. FINANCIAL CONDITION. Borrower warrants, represents and covenants to Lender that on and after the date hereof: (a) the fair saleable value of Borrower’s assets exceeds its liabilities, Borrower is meeting its current liabilities as they mature, and Borrower is and shall remain solvent; (b) all financial statements of Borrower furnished to Lender are {00411537.DOCX 2} 4 correct and accurately reflect the financial condition of Borrower as of the respective dates thereof; (c) since the date of such financial statements, there has not occurred a material adverse change in the financial condition of Borrower; (d) there are not now pending any court or administrative proceedings or undischarged judgments against Borrower, and Borrower is not in default or claimed default under any agreement; and (e) at such reasonable times as Lender requests, Borrower will furnish Lender with such other financial information as Lender may reasonably request. 11. FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Lender such information as Lender may reasonably request from time to time, including without limitation, financial statements and information pertaining to Borrower’s financial condition. Such information shall be true, complete, and accurate. 12. AFFIRMATIVE COVENANTS. Until this Note is paid in full, Borrower, the Borrower agrees as follows: a. The Borrower shall pay all amounts due under this Note in accordance with its terms without offset or deduction. b. The Borrower shall pay all costs and expenses incurred by Lender in collecting this Note, with or without litigation, or in preserving, perfecting or disposing of any of the Security including attorney’s fees. c. The liability of the Borrower shall not be affected by any failure, neglect, or omission of Lender to exercise any right or remedy that it may have or any determination that any of the collateral, lien or security interest taken by Lender is either invalid, unperfected, or any Security is damaged, misused or destroyed. d. Lender shall not be required to take action against the Borrower or resort to any of the Security, and Lender may without notice to or consent by the Borrower permit the substitution, exchange or release of any of the Security. e. The Borrower waives presentment, demand, protest, notice of dishonor and of protest, and all defenses based on suretyship or impairment of the Security. f. The Borrower waives the benefit of all homestead and other exemptions to the fullest extent permitted by law. g. The Borrower shall maintain its existence in good standing as may be from time to time required by applicable law. 13. NEGATIVE COVENANTS. Borrower agrees that from the date hereof and until final payment in full of its obligations hereunder, unless Lender shall otherwise consent in writing, Borrower will not: (a) default on any material contract with or obligation when due to a third party or default in the performance of any obligation to a third party incurred for money borrowed (b) permit the assertion or making of any seizure, vesting or intervention by or under authority of any governmental entity, as a result of which the management of Borrower is displaced of its authority in the conduct of its respective business or such business as curtailed or materially impaired (c) permit the entry of any {00411537.DOCX 2} 5 monetary judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against the Borrower or any property owned by the Borrower; and/or (d) retire or otherwise dispose of any of its ownership interests. 14. NOTICES. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivered to the address of Borrower shown above or such other address as provided hereunder; and to Lender, if in writing and mailed or delivered to the address of Lender shown above or such other address as Lender may specify in writing from time to time. In the event that Borrower changes Borrower’s mailing address at any time prior to the date the obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. 15. JOINT AND SEVERAL LIABILITY. If more than one person or entity is executing this Note as a Borrower, all liabilities under this Note shall be joint and several with respect to each of such persons or entities. 16. ASSIGNABILITY; BINDING NATURE. This Note may be assigned by Lender at any time. This Note shall inure to the benefit of and be enforceable by Lender and Lender’s successors and assigns and any other person to whom Lender my grant an interest in Borrower’s obligations to Lender, and shall be binding and enforceable against Borrower and Borrower’s personal representatives, successors and assigns. 17. INVALIDITY OF ANY PART. If any provision or part of any provision of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Note and this Note shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality or unenforceability. 18. MAXIMUM RATE OF INTEREST. Notwithstanding any provision of this Note or the Loan Documents to contrary, Borrower shall not be obligated to pay interest pursuant to this Note in excess of the maximum rate of interest permitted by the laws of any state determined to govern this Note or the laws of the United States applicable to the loans in such state. If any provision of this Note shall ever be construed to require the payment of any amount of interest in excess of that permitted by applicable law, then the interest to be paid pursuant to this Note shall be held subject to reduction to the amount allowed under applicable law, and any sums paid in excess of the interest rate allowed by law shall be applied in reduction of the principal balance outstanding pursuant to this Note. Borrower acknowledges that it has been contemplated at all times by Borrower that the laws of the Commonwealth of Virginia will govern the maximum rate of interest that it is permissible for Lender to charge Borrower pursuant to this Note. 19. CHOICE OF LAW; CONSENT TO VENUE AND JURISDICTION. This Note shall be governed, construed and interpreted strictly in accordance with the laws of the Commonwealth of Virginia. Borrower consents to the jurisdiction and venue of the courts of Roanoke County in the Commonwealth of Virginia, or to the jurisdiction and venue of the United States District Court for the Western District of Virginia in any action or judicial {00411537.DOCX 2} 6 proceeding brought to enforce, construe or interpret this Note. Borrower agrees to stipulate in any future proceeding that this note is to be considered for all purposes to have been executed and delivered within the geographical boundaries of the Commonwealth of Virginia, even if it was, in fact, executed and delivered elsewhere. 20. ACTIONS AGAINST LENDER. Any action brought by Borrower against Lender which is based, directly or indirectly, or in whole or part, upon this Note or any matter related to this Note or any other Loan Documents shall be brought only in the courts of the Commonwealth of Virginia located in Roanoke County, Virginia. 21. LIMITATION ON LIABILITY; WAIVER OR PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING LENDER, BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (A) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (B) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO THE PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION JUDICIALLY OR OTHERWISE. 22. WAIVER OF JURY TRIAL. BORROWER (BY ITS EXECUTION HEREOF) AND LENDER (BY IT ACCEPTANCE OF THIS NOTE) AGREE THAT ANY SUIT, ACTION, OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY BORROWER, LENDER OR ANY SUCCESSOR OR ASSIGN OF BORROWER OR LENDER ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR WHICH IN ANY WAY RELATES, DIRECTLY OR INDIRECTLY, TO THE OBLIGATIONS OF BORROWER TO LENDER PURSUANT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR THE DEALINGS OF BORROWER AND LENDER WITH RESPECT THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BORROWER AND LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. 23. CONFESSION OF JUDGMENT. BORROWER HEREBY CONSTITUTES AND APPOINTS LENDER THROUGH AN OFFICER DULY AUTHORIZED BY LENDER AS THE TRUE AND LAWFUL ATTORNEYS-IN-FACT FOR BORROWER UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT IN THE PAYMENT OF ANY OBLIGATION DUE UNDER THIS NOTE, AT MATURITY, OR UPON ACCELERATION, TO CONFESS JUDGMENT AGAINST BORROWER IN FAVOR OF THE LENDER, BEFORE THE CLERK OF THE CIRCUIT COURT FOR ROANOKE COUNTY, VIRGINIA, IN ACCORDANCE WITH THE CODE OF VIRGINIA (1950), AS AMENDED, SECTION 8.01-431 ET SEQ., AND ANY SUCCESSOR STATUTE, FOR ALL AMOUNTS OWED WITH RESPECT TO THE OBLIGATIONS UNDER {00411537.DOCX 2} 7 AND PURSUANT TO THIS NOTE INCLUDING, WITHOUT LIMITATION, ALL COSTS OF COLLECTION AND ATTORNEYS’ FEES IN AN AMOUNT EQUAL TO 25% OF THE OBLIGATIONS THEN OUTSTANDING (WHICH SHALL BE DEEMED REASONABLE ATTORNEYS’ FEES FOR THE PURPOSES OF THIS PARAGRAPH) AND COURT COSTS, HEREBY RATIFYING AND CONFIRMING THE ACTS OF SAID ATTORNEY-IN-FACT AS IF DONE BY THEMSELVES. UPON REQUEST OF LENDER, EACH BORROWER WILL EXECUTE AN AMENDMENT OR OTHER AGREEMENT SUBSTITUTING ATTORNEYS-IN-FACT APPOINTED TO ACT FOR EACH BORROWER HEREUNDER. [SIGNATURE PAGE FOLLOWS] {00411537.DOCX 2} 8 PROMISSORY NOTE [SIGNATURE PAGE] IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned execute this Note under seal, as Borrower as of the date first written above. BORROWER: Gish Mill Davii, LLC. a Virginia limited liability company By: Name: David P. Hill Title: Member By: Name: David B. Trinkle Title: Member COMMONWEALTH OF VIRGINIA ) ) TO-WIT CITY/COUNTY OF ROANOKE ) The foregoing instrument was acknowledged before me this _____ day of ____, 20___, by David P. Hill and in his individual capacity and in his capacity as a Member of Gish Mill Davii, LLC, and who has presented identification of (a United States Passport, a certificate of United States citizenship, a certificate of naturalization, an unexpired foreign passport, an alien registration card with photograph, a state issued driver’s license or state issued identification card or a United States military card. Notary Public Registration Number: My commission expires: Notary Seal (sharp, legible, reproducible) {00411537.DOCX 2} 9 COMMONWEALTH OF VIRGINIA ) ) TO-WIT CITY/COUNTY OF ROANOKE ) The foregoing instrument was acknowledged before me this _____ day of ____, 20___, by David B. Trinkle, in his individual capacity and in his capacity as a Member of Gish Mill Davii, LLC, and who has presented identification of (a United States Passport, a certificate of United States citizenship, a certificate of naturalization, an unexpired foreign passport, an alien registration card with photograph, a state issued driver’s license or state issued identification card or a United States military card. Notary Public Registration Number: My commission expires: Notary Seal (sharp, legible, reproducible) COMMONWEALTH OF VIRGINIA ) ) TO-WIT CITY/COUNTY OF ROANOKE ) LENDER: ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA Stephen A. Musselwhite Chairman {00411537.DOCX 2} 10 COMMONWEALTH OF VIRGINIA ) ) TO-WIT CITY/COUNTY OF ROANOKE ) The foregoing instrument was acknowledged before me this _____ day of ____, 20___, by Stephen A. Musselwhite, in his capacity as a Chairman of the Economic Development Authority of Roanoke County, Virginia, and who has presented identification of (a United States Passport, a certificate of United States citizenship, a certificate of naturalization, an unexpired foreign passport, an alien registration card with photograph, a state issued driver’s license or state issued identification card or a United States military card. Notary Public Registration Number: My commission expires: Notary Seal (sharp, legible, reproducible) Approved as to legal form: ____________________________ Peter S. Lubeck Roanoke County Attorney, as Counsel for the EDA {00411542.DOCX 2} 1 TOWN OF VINTON ECONOMIC DEVLOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA INDUSTRIAL REVITILIZATION FUND LOAN AFFIDAVIT OF GUARANTORS In connection with a certain loan in the principal amount of FOUR HUNDRED SIXTY- EIGHT THOUSAND AND SEVEN HUNDRED AND FIFTY DOLLARS ($468,750) (“Loan”) to be made by the TOWN OF VINTON (“Town”) and THE ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINA (“Authority”) (the Town and the Authority, individually and collectively, are referred to herein as the “Lender”) to GISH MILL DAVII, LLC. (“Borrower”), the undersigned individuals (individually and collectively the “Guarantors”), in order to induce the Town to grant the Loan proceeds to the Authority and for the Authority to to make the Loan, hereby represent, warrant, and certify to the Town and the Authority as follows: 1. In our capacity as Members of Gish Mill Davii, LLC, we have the full and requisite power, capacity and authorization to act on behalf of Gish Mill Davii, LLC with regard the Loan, including without limitation the execution and delivery of all of the documents associated with the Loan including the Performance Agreement, the Restriction Agreement, the Loan Agreement, the Promissory Note, and the Deed of Trust. 2. In connection with the Loan, we each, in our individual capacity, also have executed and delivered to the Town and the Authority, an Unconditional Guaranty dated as of the date of this Affidavit (“Guaranty”). 3. Neither we nor Gish Mill Davii, LLC, is in default in the payment of the principal of, or interest on, any indebtedness for borrowed money or in default under any document subject to which any indebtedness has been incurred, and no event has occurred and is continuing under {00411542.DOCX 2} 2 the provisions of any such documents which, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. 4. There is no litigation at law or in equity or any proceeding before any governmental agency involving Gish Mill Davii, LLC. 5. Neither we nor Gish Mill Davii, LLC. has declared bankruptcy. 6. We have performed all the obligations under the Guaranty required to be performed by us as of the date hereof. Each of the representations and warranties made by us in the Guaranty is true and accurate as of the date hereof. WITNESS the following signatures and seals. David P. Hill, on behalf of Gish Mill Davii, LLC., and in his individual capacity. David B. Trinkle, on behalf of Gish Mill Davii, LLC., and in his individual capacity. COMMONWEALTH OF VIRGINIA: CITY/COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this ____day of ______, 2021 by David P. Hill, in his individual capacity and in his capacity as a Member of Gish Mill Davii, LLC. My Commission Expires: , 20 ______________________________ Notary Public Notary Registration No.: {00411542.DOCX 2} 3 COMMONWEALTH OF VIRGINIA: CITY/COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this ____day of ______, 2021 by David B. Trinkle, in his individual capacity and in his capacity as a Member of Gish Mill Davii, LLC. My Commission Expires: , 20 ______________________________ Notary Public Notary Registration No.: {00411540.DOC 2} Page 1 TOWN OF VINTON ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA INDUSTRIAL REVITALIZATION FUND LOAN Unconditional Guaranty IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. Guarantors’ Names: Date: _______, 2021 David P. Hill David B. Trinkle FOR VALUE RECEIVED, the receipt and adequacy of which are hereby acknowledged, and to induce the Town of Vinton, Virginia (the “Town”) and the Economic Development Authority of Roanoke County, Virginia (the “Authority”) (the Town and the Authority, individually and collectively, are referred to herein as the “Lender,” and the Town and Authority, either of which may act independently of the other, may enforce the rights of the Lender under this Unconditional Guaranty), at any time and from time to time, to extend credit or grant accommodations of any kind whatsoever to or for the account of GISH MILL DAVII, LLC (together with all heirs, personal representatives, successors and assigns, hereinafter called the "Debtor” and/or “Borrower"), in such amounts and upon such terms, rates, conditions and with or without security, as the Lender in its sole discretion shall from time to time determine, the undersigned (each, any and all of whom are hereinafter collectively called "Guarantor", and who, if two or more in number, shall be jointly and severally bound hereunder) hereby covenants and agrees with the Lender as follows: 1. Payment and Performance. Guarantor hereby absolutely and unconditionally guarantees to the Lender the prompt payment and performance when due, without offset or deduction, whether by acceleration or otherwise, of each and all of the duties, undertakings, debts, obligations and liabilities of every kind and description owing by the Debtor to the Lender, now existing or hereafter incurred, whether matured or unmatured, direct or indirect, secured or unsecured, original, extended or renewed, absolute or contingent, whether originally contracted with or acquired by the Lender, whether contracted alone or jointly and/or severally with others, whether or not evidenced by negotiable instruments or other writings and any modifications, renewals, extensions or substitutions thereof, and including open lines of credit and obligations with respect to letters of credit or any draft presented in connection therewith, and all future advances made by the Lender; provided, however, the total amount of the Obligations (as hereinafter defined) to which the Guarantor may be subjected for payment may not exceed the principal sum of FOUR HUNDRED SIXTY-EIGHT THOUSAND AND SEVEN HUNDRED AND FIFTY DOLLARS ($ 468,750.00) plus, without limitation as to amount, (a) interest and charges thereon at the rates therein provided, or if no interest is provided, at the highest legal rate, (b) all costs, expenses and attorney's fees incurred by the Lender in connection with the collection of any of the foregoing or in the protection or enforcement of the Lender's rights or remedies hereunder or under any instrument or document given in connection with any of the foregoing, (c) all expenditures by the Lender for the maintenance, preservation or realization of any security, and (d) the payment and performance of all of the covenants contained in this Guaranty. All of the foregoing duties, undertakings, debts, obligations and liabilities of the Debtor are hereinafter collectively referred to as the {00411540.DOC 2} Page 2 "Obligations" and are hereinafter individually referred to as an "Obligation." The term "Obligations" is used in its broadest sense to include, but is not limited to, extensions of credit, interest, charges, costs, duties of performance and indebtedness of any kind or source. 2. Lender's Reliance. It is understood and agreed that the Lender's reliance upon this Guaranty is an integral part of its willingness to grant accommodation to the Debtor at any time or from time to time. 3. Continuing Obligation. This Guaranty shall be a continuing, absolute, and unconditional guaranty for any present or future Obligations of the Debtor and shall remain in full force and effect until revoked by Guarantor or cancelled by the Lender, even though from time to time no Obligations are outstanding. Revocation by Guarantor shall not take effect until the Lender receives actual notice from Guarantor in a writing sent by certified mail of Guarantor’s intent not to give further accommodation hereunder. Such notice, however, shall not release Guarantor from liability for any Obligation either existing or contracted for by Debtor prior to the Lender's receipt of such notice, whether before or after Guarantor's death. In addition, if at any time any payment or performance of any of the Obligations previously made by the Debtor or any payment by Guarantor hereunder is rescinded or is required to be restored or returned because of insolvency, bankruptcy, reorganization or otherwise, Guarantor's obligations hereunder with respect to such payment or performance shall be reinstated as though such payment had been due or performance required, but not paid or performed, at the time of such rescission or requirement. Guarantor agrees that payment or performance of any of the Obligations or other acts which toll any statute of limitations applicable to the Obligations shall also toll the statute of limitations applicable to Guarantor's liability hereunder. 4. Events Which Will Not Impair Guaranty. Guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or consent or assent of Guarantor and without in any way releasing, affecting or impairing the obligations and liabilities of Guarantor hereunder: (a) waive compliance with or any defaults under, or grant any other indulgences with respect to, the Obligations or any other guaranty pertaining thereto; (b) modify, amend or change any provisions of the Obligations or any other guaranty pertaining thereto; (c) grant extensions or renewals of or with respect to the Obligations or any other guaranty pertaining thereto, or effect any release, compromise or settlement in connection with the Obligations or any property securing the Obligations; (d) make advances for the purpose of performing in accordance with any term or provision contained in the Obligations with respect to which the Debtor may be in default; (e) assign or otherwise transfer the Obligations, this Guaranty, any other guaranty, or any interest therein or herein; (f) fail to give notice to Guarantor of a default under the Obligations or hereunder; (g) release any security for an Obligation; (h) extend credit or grant accommodation to the Debtor and generally deal in all respects with the Debtor as if this Guaranty were not in effect; or (i) release Debtor or any maker, endorser or guarantor of any of the Obligations (individually, a "Party"). The obligation of the Guarantor under this Guaranty shall be absolute and unconditional, irrespective of (i) the genuineness, validity, regularity or enforceability of the Obligations or of any security given therefor or in connection therewith, (ii) any default under the Obligations, (iii) any defense or claim asserted by the Debtor against the Lender or (iv) any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and such obligation shall in no way be affected by the voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, liquidation or other similar proceeding affecting the Debtor, any other party liable for the Obligations or any of their assets. If acceleration of the time for payment of any Obligation is stayed for any reason, including the insolvency or bankruptcy of the Debtor, such amount and all other amounts subject to acceleration under any Obligation shall, nevertheless, be payable by the Guarantor on demand by the Lender. 5. Waiver. Guarantor unconditionally waives (a) notice of any of the matters referred to in paragraph 4 above, (b) the benefit of all homestead or similar exemptions, (c) any right to require that any action be brought against the Debtor or any other person or to require that resort be had to any security or deposits of the Debtor or any other person, (d) acceptance of this Guaranty, (e) any right to assert against the Lender any counterclaims, set- off, claim or reduction of the Obligations or any other defense available to a guarantor under applicable law, including, without limitation, the defense of impairment or commercially unreasonable disposition of collateral and {00411540.DOC 2} Page 3 (f) the benefits of Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, and any amendments thereto or any similar statutes or rules of law. 6. Non-Waiver. No lawful act of commission or omission by the Lender or any delay by the Lender in exercising its rights hereunder shall in any way or at any time affect, impair or waive the rights of the Lender to enforce any right, power or benefit arising under this Guaranty. 7. Financial Statements. Guarantor agrees to furnish to the Lender from time to time information concerning the financial condition of the Guarantor, in such form and content as the Lender may request. Guarantor warrants that any financial statements and information heretofore and hereafter furnished to the Lender are and shall be true, correct and accurate. 8. Subordination; Subrogation. Guarantor hereby subordinates all indebtedness of the Debtor owing to Guarantor, whether now existing or hereafter arising, to the full and prompt payment and performance as and when due of the Obligations. Any amounts received by Guarantor as payment on such subordinated indebtedness before satisfaction of the Obligations shall be retained, held in trust by Guarantor solely for the benefit of the Lender and paid over to the Lender upon demand. Guarantor shall not exercise any right of subrogation in and to the Obligations or to all or any part of the Lender's interest therein, until the Obligations have been paid in full. 9. Joint and Several Liability; Previous and Subsequent Guaranties. Each of the parties hereto shall be jointly and severally liable hereunder and the word "Guarantor" shall be construed to refer to each of such parties separately as well as jointly. This Guaranty shall not be revoked, terminated, impaired, modified or affected in any way as to any party hereto by any termination, revocation, release, modification or change of any of the liabilities hereunder of any other party hereto. A subsequent guaranty of the Obligations by Guarantor shall not be deemed to be in lieu of or to terminate this Guaranty but shall be construed as an additional or supplementary guaranty unless otherwise expressly provided therein, and this Guaranty shall be construed to be additional or supplementary to any previous guaranty of the Guarantor or other guarantor to the Lender and not in lieu thereof or to terminate such previous guaranty, unless expressly so provided herein. 10. Events of Default. Any one of the following events will constitute an "Event of Default" under this Guaranty: a. If any payment on this Note, or if any payment on any other present or future debt or obligation of Borrower, or any maker, endorser or guarantor of this Note or such other debt or obligation (each a “Party” and collectively the “Parties”), to Lender, is not paid when due. b. If Borrower, or any Party, breaches any covenant or provision of this note or defaults or breaches any covenant or provision of any other agreement or document made by Borrower or any other Party for the benefit of Lender (collectively, as modified or amended from time to time, the “Loan Documents”), or any other instrument or agreement delivered to Lender in connection with this or any other transaction with Lender, or if Borrower, or any Party, makes a materially false or misleading statement to Lender. c. If any of the Security (as hereinafter defined) is lost, abandoned, destroyed, severely damaged, involved in legal proceeding, sold or transferred except as permitted by prior written agreement with Lender. d. If any Borrower, or any Party, dies, dissolves, mergers, consolidates, ceases to be a going concern, or there is a change in the ownership in Borrower or any Party of more than twenty {00411540.DOC 2} Page 4 percent (20%). e. If a petition or complaint under any bankruptcy, insolvency or other law seeking reorganization, liquidation, dissolution or other relief is filed by or against Borrower, or any party, or if Borrower, or any Party, becomes unable or admits an inability to pay its debts as they become due. f. If any property of Borrower, or any Party, is seized, attached or levied on, or if a receiver or custodian is appointed for Borrower or any Party. g. If Lender believes in good faith that (i) the prospect of payment or performance hereunder is impaired (ii) any of the Security is insecure or (iii) a material, adverse change has occurred in Borrower’s, or any Party’s, condition, financial or otherwise. h. If any guaranty obtained in connection with this Note is terminated. i. Guarantor agrees to notify the Lender promptly of any condition or event which constitutes or, with the passage of time, the giving of notice or both, would constitute an Event of Default. 11. Remedies Upon Default. Upon the occurrence of any Event of Default, the Lender, in addition to any other rights provided by law or by contract, (a) as provided in the Obligations, may declare all sums due under the Obligations immediately due and payable, without demand, (b) may take whatever action at law or in equity may appear necessary or desirable to collect payments then due or thereafter to become due hereunder or thereunder or to enforce observance or performance of any covenant, condition or agreement of Guarantor under this Guaranty or under any other document or instrument given in connection herewith or (c) may immediately and without further action by it, set off against any obligation of Guarantor to the Lender hereunder, all money owed by the Lender in any capacity to Guarantor or held by the Lender for Guarantor and may apply the same against the Obligations in such manner as the Lender shall deem appropriate. All rights and remedies of the Lender under any law, under this Guaranty or under any agreement given in connection with this Guaranty shall be cumulative and not exclusive and may be exercised successively or concurrently. 12. Right to Proceed Directly Against Guarantor; Separate Causes of Action. This is a guaranty of payment and not of collection, and the Lender shall be entitled to bring any suit, action or proceeding against Guarantor for the enforcement of any provision under this Guaranty without exhausting any other remedies which it may have pursuant to the Obligations, without bringing any action against the Debtor or any other Party and without resort to any collateral or other security. The Lender may exercise its rights hereunder against multiple Guarantors separately or against any of them together, at its option. Each default hereunder shall give rise, at the sole option of the Lender, to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. 13. No Duty to Extend Credit. Nothing in this Guaranty shall be construed to impose any obligation upon the Lender to extend or continue any credit to the Debtor except to the extent that the Lender may from time to time obligate itself to do so in writing. 14. Financial Condition of Debtor. Guarantor represents to the Lender that Guarantor has knowledge of the Debtor's financial condition and affairs, and Guarantor agrees to keep informed of the Debtor's financial condition and affairs so long as this Guaranty is in force. Guarantor further agrees that the Lender will have no obligation to investigate the Debtor's financial condition for Guarantor's benefit or to advise Guarantor of any fact or change which concerns the Debtor's financial condition and is known to the Lender, even if such fact or change would increase Guarantor's risk or affect Guarantor's willingness to continue as a guarantor of any present or future {00411540.DOC 2} Page 5 Obligation of the Debtor. 15. Expenses. Guarantor agrees to pay all costs and expenses, including reasonable attorney's fees, incurred by the Lender in connection with the collection of sums due hereunder and the enforcement of its rights hereunder. 16. Counterparts. This Guaranty may be executed in counterparts by one or more Guarantor. Each such counterpart shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. 17. Complete Agreement; Amendment. This Guaranty constitutes the entire understanding and all agreements between the Lender and the Guarantor. This Guaranty may be amended, supplemented or terminated only in writing, signed by all of the parties hereto. 18. Applicable Law. This Guaranty shall be governed by the laws of the Commonwealth of Virginia. 19. Severability. If any provision of this Guaranty or the application thereof in any circumstance is held to be unenforceable, the remainder of this Guaranty shall not be affected thereby and shall remain enforceable. 20. Successors and Assigns. This Guaranty shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. 21. Interpretation. For the purpose of construing this Guaranty, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural number, and vice versa, and words in one gender shall be deemed to include words in the other genders. The paragraph headings are for convenience only, and neither limit or amplify the provisions of this Guaranty. 22. Notice to Guarantor. You are being asked to guarantee the Debtor's debt. Think carefully before you do. If the Debtor does not pay the debt, you will have to. Be sure you can afford to pay if you have to, and that you want to accept this responsibility. You may have to pay up to the full amount of the debt if the Debtor does not pay. You may also have to pay late fees or collection costs which increase this amount. The Lender can collect this debt from you without first trying to collect from the Debtor. The Lender can use the same collection methods against you that can be used against the Debtor, such as suing you, garnisheeing your wages, etc. If this debt is ever in default, the fact may become part of your credit record. 23. Actions Against Lender. Any action brought by a Guarantor against Lender which is based, directly or indirectly, or in whole or part, upon this Note or any matter related to this Guaranty shall be brought only in the courts of the Commonwealth of Virginia. 24. Limitation on Liability; Waiver or Punitive Damages. GUARANTOR AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS GUARANTY, OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS, IN NO EVENT SHALL GUARANTOR HAVE A REMEDY OF (A) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (B) PUNITIVE OR EXEMPLARY DAMAGES. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION JUDICIALLY OR OTHERWISE. {00411540.DOC 2} Page 6 25. Waiver of Jury Trial. GUARANTOR AGREES THAT ANY SUIT, ACTION, OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BY GUARANTOR OR ANY SUCCESSOR OR ASSIGN OF A GUARANTOR ON OR WITH RESPECT TO THIS GUARANTY OR WHICH IN ANY WAY RELATES, DIRECTLY OR INDIRECTLY, TO THE OBLIGATIONS, OR THE DEALINGS OF BORROWER OR GUARANTOR AND LENDER WITH RESPECT THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. 26. Confession of Judgment. GUARANTOR HEREBY CONSTITUTES AND APPOINTS LENDER THROUGH AN OFFICER DULY AUTHORIZED BY LENDER AS THE TRUE AND LAWFUL ATTORNEYS-IN-FACT FOR GUARANTOR UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT IN THE PAYMENT OF THE OBLIGATION DUE TO LENDER, AT MATURITY OR UPON ACCELERATION, TO CONFESS JUDGMENT AGAINST GUARANTOR, IN FAVOR OF THE LENDER, BEFORE THE CLERK OF THE CIRCUIT COURT FOR ROANOKE COUNTY, VIRGINIA, IN ACCORDANCE WITH THE CODE OF VIRGINIA (1950), AS AMENDED, SECTION 8.01-431 ET SEQ., AND ANY SUCCESSOR STATUE, FOR ALL AMOUNTS OWED WITH RESPECT TO THE OBLIGATIONS UNDER AND PURSUANT TO THIS GUARANTY INCLUDING, WITHOUT LIMITATION, ALL COSTS OF COLLECTION AND ATTORNEYS’ FEE IN AN AMOUNT EQUAL TO 25% OF THE OBLIGATIONS THEN OUTSTANDING (WHICH SHALL BE DEEMED REASONABLE ATTORNEYS’ FEES FOR THE PURPOSES OF THIS PARAGRAPH) AND COURT COSTS, HEREBY RATIFYING AND CONFIRMING THE ACTS OF SAID ATTORNEY-IN-FACT AS IF DONE BY THEMSELVES. UPON REQUEST OF LENDER, GUARANTOR WILL EXECUTE AN AMENDMENT OR OTHER AGREEMENT SUBSTITUTING ATTORNEYS-IN-FACT APPOINTED TO ACT FOR EACH BORROWER HEREUNDER. WITNESS the following signatures and seals. {00411540.DOC 2} Page 7 David P. Hill 120 Campbell Ave, SW Roanoke, VA 24011 COMMONWEALTH OF VIRGINIA: CITY/COUNTY OF ROANOKE, to-wit: The foregoing instrument was acknowledged before me this _____ day of __________ 2021, by David P. Hill. My Commission Expires: , 20 ______________________________ Notary Public Notary Registration No.: WITNESS the following signatures and seals. David B. Trinkle 2855 Jefferson Ave Roanoke, VA 24014 COMMONWEALTH OF VIRGINIA: CITY/COUNTY OF ROANOKE, to-wit: The foregoing instrument was acknowledged before me this _____ day of ___________ 2021, by David B. Trinkle. My Commission Expires: , 20 ______________________________ Notary Registration No.: 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, JUNE 15, 2021, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016, AND SECTION 4-0.01(G) OF CHAPTER 1289 OF THE 2020 ACTS OF THE VIRGINIA GENERAL ASSEMBLY WHEREAS, on April 7, 2020, the Vinton Town Council authorized a Contract of Sale with Gish Mill Davii, LLC., to acquire the historic Gish Mill property located in the Town of Vinton and has submitted plans to redevelop the property into a mixed- use commercial, residential and retail development to be known as the Gish Mill Redevelopment Project; and WHEREAS, Gish Mill Davii, LLC., has agreed to improve the Mill (Tax Map ID: 060.11-04- 00.00 and 060.11-04-23.00) at an anticipated investment of $2,700,000 for the purpose of developing approximately 14,000 square feet of move-in ready leasable space suitable for a restaurant, commercial storefront and residential; and WHEREAS, the Town of Vinton, the Roanoke County Economic Development Authority (EDA) and Gish Mill Davii, LLC. have entered into a Performance Agreement to provide economic develop incentives to encourage the redevelopment of the Gish Mill Property; and WHEREAS, the Virginia Department of Housing and Community Development (DHCD) awarded the Town an Industrial Revitalization Fund Grant (IRF Grant) in the amount of $468,750 for the purpose of redeveloping the Gish Mill Property located within the Town of Vinton, Virginia; and WHEREAS, the DHCD requires that the Town shall grant the IRF Grant funds to the EDA and the EDA shall loan those funds to Gish Mill Davii, LLC. (Borrower) for undertaking the Gish Mill Redevelopment Project which is designed to rehabilitate the historic structure and, among other objectives, create new jobs within the Town (IRF Loan); and WHEREAS, the Borrower shall repay the IRF Loan to the EDA in accordance with the terms of this Agreement and associated loan documents, and the EDA shall transfer all repaid loan funds to the Town; and WHEREAS, the DHCD, the EDA and the Town of Vinton have agreed to lend the IRF Loan at a rate of 2.5% over thirty years, with all interest and principal payments being deferred for the initial 20 years of the loan; and WHEREAS, as a condition of said loan, Gish Mill Davii, LLC. shall execute a Promissory Note, Deed of Trust, Performance Agreement, Restriction Agreement, and such other documents as the Town and/or EDA deem appropriate (collectively, the Transaction Documents); and 2 WHEREAS, The Promissory Note and Deed of Trust shall further evidence the payment obligation agreed to by Gish Mill Davii, LLC. under this Agreement. NOW THEREFORE, BE IT RESOLVED, that the Vinton Town Council does hereby grant a loan to Gish Mill Davii, LLC. in the amount of $468,750 from the Industrial Revitalization Fund Grant and hereby authorizes the Mayor and/or the Town Manager to execute the necessary documents to complete said loan to Gish Mill Davii, LLC. 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: ________________________________ Susan N. Johnson, CMC, Town Clerk Meeting Date June 15, 2021 Department Finance/Treasurer Issue April 2021 Financial Report Summary The April 2021 Financial Statements will be presented by the Treasurer/Finance Director. Attachments April 2021 Financial Report Summary Recommendations Motion to approve April 2021 Financial Report Town Council Agenda Summary Financial Report Summary April 30, 2021 Adopted Revised YTD MTD YTD Remaining % Budget Budget Posted Posted Balance YTD Revenues 7,168,550 6,224,387 474,823 5,858,220 (366,167) 94% Expenditures 7,168,550 7,151,305 773,767 6,044,619 (1,106,686) 85% Revenues over/(under) Expenditures (926,918) (298,944) (186,399) Revenues 4,000 4,396,943 90,192 1,897,771 (2,499,172) 43% Expenditures 4,000 4,396,943 58,617 1,810,897 (2,586,046) 41% Revenues over/(under) Expenditures - 31,575 86,874 Revenues 3,826,500 3,216,655 559,229 3,537,570 320,915 110% Expenditures 3,826,500 3,140,836 295,832 3,129,176 (11,660) 100% Revenues over/(under) Expenditures 75,819 263,397 408,394 Revenues 175,000 1,669,500 354,535 989,655 (679,845) 59% Expenditures 175,000 1,669,553 82,567 503,170 (1,166,383) 30% Revenues over/(under) Expenditures (53) 271,968 486,485 Revenues 499,477 576,064 81,623 496,231 (79,833) 86% Expenditures 499,477 571,163 40,446 322,357 (248,806) 56% Revenues over/(under) Expenditures 4,901 41,177 173,874 Revenues 11,673,527 16,083,549 1,560,402 12,779,447 (3,304,102) 79% Expenditures 11,673,527 16,929,800 1,251,229 11,810,219 (5,119,581) 70% Revenues over/(under) Expenditures (846,251) 309,173 969,228 1 Meeting Date June 15, 2021 Department Council Issue Appointments to Boards/Commissions/Committees Summary Council needs to make appointments to the following: Board of Zoning Appeals Mick Michelsen has resigned from the Board of Zoning Appeals effective May 10, 2021. Teresa Davis, who currently serves as an alternate, has been contacted and is interested in completing Mr. Michelsen’s term as a full member. Council needs to appoint Ms. Davis to an unexpired term beginning June 15, 2021 and ending January 16, 2025. Greater Roanoke Transit Company Anne Cantrell’s term expires June 30, 2021. Council needs to reappoint Ms. Cantrell to a new one-year term beginning July 1, 2021 and ending June 30, 2022. Roanoke Valley-Alleghany Regional Commission Executive Committee Mayor Grose’s term ends on June 30, 2021. Council needs to re-appoint Mayor Grose to a new three-year term beginning July 1, 2021 and ending June 30, 2024. Roanoke Valley Greenway Commission Janet Scheid’s term ends on June 30, 2021 and she is interested in being reappointed. Council needs to reappoint Janet Scheid to a new three-year term beginning July 1, 2021 and ending June 30, 2024. Roanoke Valley Transportation Planning Organization (RVTPO) Council needs to appoint Cody Sexton as the non-voting member to complete the unexpired term of Anita McMillan beginning June 15, 2021 and ending June 30, 2023. Town Council Agenda Summary 2 Western Virginia Regional Industrial Facility Authority Council needs to appoint Cody Sexton to complete the unexpired term of Barry W. Thompson beginning June 15, 2021 and ending February 3, 2022. Attachments Board/Commissions/Committees Summary Recommendations Nominate and motion to appoint individuals June 10, 2021 1 BOARD OF ZONING APPEALS NAME ADDRESS INITIAL APPOINTMENT ORDER TERM EXPIRES HIGHWAY SAFETY COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES PLANNING COMMISSION NAME ADDRESS INITIAL APPOINTMENT EXPIRES June 10, 2021 2 ECONOMIC DEVELOPMENT COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES FINANCE COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES PUBLIC SAFETY COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES PUBLIC WORKS COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES June 10, 2021 3 STORMWATER CITIZENS ADVISORY COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES VINTON ADVISORY COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES CLEAN VALLEY COUNCIL NAME ADDRESS INITIAL APPOINTMENT EXPIRES June 10, 2021 4 COMPREHENSIVE ECONOMIC DEVELOPMENT STRATEGY (CEDS) NAME ADDRESS INITIAL APPOINTMENT EXPIRES GREATER ROANOKE TRANSIT COMPANY NAME ADDRESS INITIAL APPOINTMENT EXPIRES ROANOKE REGIONAL PARTNERSHIP NAME ADDRESS INITIAL APPOINTMENT EXPIRES ROANOKE VALLEY – ALLEGHANY REGIONAL COMMISSION EXECUTIVE COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES June 10, 2021 5 ROANOKE VALLEY GREENWAY COMMISSION NAME ADDRESS INITIAL APPOINTMENT EXPIRES ROANOKE VALLEY TRANSPORTATION PLANNING ORGANIZATION (RVTPO) NAME ADDRESS INITIAL APPOINTMENT EXPIRES ROANOKE VALLEY REGIONAL CABLE TV COMMITTEE NAME ADDRESS INITIAL APPOINTMENT EXPIRES ROANOKE VALLEY RESOURCE AUTHORITY NAME ADDRESS INITIAL APPOINTMENT EXPIRES June 10, 2021 6 WESTERN VIRGINIA REGIONAL INDUSTRIAL FACILITY AUTHORITY NAME ADDRESS INITIAL APPOINTMENT EXPIRES