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Home My WebLink About11/19/2024 - Regular1 Vinton Town Council Regular Meeting Council Chambers 311 South Pollard Street Tuesday, November 19, 2024 AGENDA Consideration of: A. 6:00 p.m. - ROLL CALL AND ESTABLISHMENT OF A QUORUM AND CITIZEN GUIDELINES B. MOMENT OF SILENCE AND PLEDGE OF ALLEGIANCE TO THE U.S. FLAG C. COMMUNITY EVENTS/ANNOUNCEMENTS/COUNCIL ACTIVITIES D. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS E. CONSENT AGENDA 1. Consider adoption of a Resolution appropriating funds in the amount of $16,112.65 for the receipt of an insurance claim made on a Town Vehicle that was damaged during a storm event. 2. Consider adoption of a Resolution appropriating funds in the amount of $486.40 received for scrap metal to the Public Works budget. 3. Consider approval of the minutes of the Regular Meeting of October 15, 2024 F. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS 1. Vinton’s Best Dining Award Winners – Marshall Stanley 2. Veterans Recognition – Donna Collins 3. Employee Recognition – Council 4. Police Department Recognition – Chief Drumond 5. Police Department Promotions – Chief Drumond Bradley E. Grose, Mayor Michael W. Stovall, Vice Mayor Keith N. Liles, Council Member Sabrina M. McCarty, Council Member Laurie J. Mullins, Council Member Vinton Municipal Building 311 South Pollard Street Vinton, VA 24179 (540) 983-0607 2 G. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and questions for issues not listed on the agenda H. REPORTS FROM COMMITTEES 1. Public Works Committee – Bo Herndon 2. Finance Committee Meeting – Andrew Keen a. Consider approval of Financial Statements for September 30, 2024, and October 31, 2024. I. PUBLIC HEARING 1. Consideration of public comments regarding the proposed conveyance of six parcels of real property located within and adjacent to the intersection of South Pollard Street, Cedar Avenue and 1st Street, identified as Tax Map ID 060.15-06-38.00- 0000, 060.15-06-39.00-0000, 060.15-06-40.00-0000, 060.15-06-41.00-0000, 060.15- 06-42.00-0000 and 060.15-06-43.00-0000 in the Town of Vinton, upon certain terms and conditions. a. Open Public Hearing • Report from Staff – Town Manager • Receive public comments • Council discussion and questions b. Close Public Hearing c. Consider the adoption of an Ordinance authorizing the Town Manager to sign a Contract of Sale with KARA Hospitality LLC for the purpose of developing a limited-service hotel at the intersection of South Pollard Street, 1st Street, and Cedar Avenue in the Town of Vinton to be known as the Vinton/East County Hotel Project. – Town Manager J. ITEMS REQUIRING ACTION 1. Consider adoption of a Resolution authorizing the Town Manager to execute a Performance Agreement between the Town of Vinton, the Roanoke County Economic Development Authority (EDA), and KARA Hospitality LLC for the purpose of developing an Extended Stay America Premium hotel at the intersection of South Pollard Street, 1st Street and Cedar Avenue in the Town of Vinton to be known as the Vinton/East County Hotel Project. – Town Manager K. TOWN ATTORNEY L. TOWN MANAGER’S PROJECT UPDATES/COMMENTS M. COUNCIL AND MAYOR N. ADJOURNMENT Reasonable 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. 3 NEXT COMMITTEE/TOWN COUNCIL MEETINGS AND TOWN EVENTS: November 27, 2024 – Town Offices Closed from Noon to 4 p.m. November 28 and 29, 2024 – Town Offices Closed in observance of Thanksgiving December 3, 2024 – 6:00 p.m. – Regular Council Meeting – Council Chambers December 5, 2024 – 6:00 p.m. – Tree Lighting and Christmas Parade – Vinton War Memorial December 9, 2024 – 3:00 p.m. – Finance Committee Meeting – TOV Annex December 10, 2024 – 5:00 p.m. – Santa Crawl – Throughout Town December 11, 2024 – 9:00 a.m. – Community Development Committee Meeting – TOV Annex December 17, 2024 – 6:00 p.m. – Regular Council Meeting – Council Chambers Meeting Date November 19, 2024 Department Public Works Issue Consider adoption of a Resolution appropriating funds in the amount of $16,112.65 for the receipt of an insurance claim made on a Town Vehicle that was damaged during a storm event. Summary On September 27, 2024, a Dodge Ram 2500 pick-up truck was damaged when a tree fell on it during a storm event, causing damage to the truck bed and bumper. A check for $16,112.65 has been received from Virginia Risk Sharing Association (VRSA) and deposited in Revenue Account 10035003 190204 Recoveries and Rebates. This check is for the payment of comprehensive loss less the deductible of $500.00 on a 2024 Dodge Ram 2500 pick-up truck VIN ending 7989. It is necessary to appropriate the $16,112.65 to Public Works, Admin Stormwater, Account 6009504 505000 Maintenance and Repairs – Equipment to pay the repair invoices when received. 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, NOVEMBER 19, 2024, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA WHEREAS, on September 27, 2024, a Dodge Ram 2500 pick-up truck incurred damage during a storm event; and WHEREAS, the proper insurance filing was made to the Virginia Risk Sharing Association (VRSA) and the amount less the $500.00 deductible has been received into the Revenue Account 10035003 190204 – Recoveries and Rebates in the amount of $16,112.65; and WHEREAS, in order that Buddy’s Auto Body, Inc. can be paid when the invoice is received, it is necessary for the Vinton Town Council to appropriate the funds from the Revenue Account 10035003 190204 – Recoveries and Rebates to the Public Works Operating Budget Account Number 60095104 505000 Maintenance and Repair of Equipment. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the following transaction: BUDGET ENTRY GENERAL LEDGER: 99999999 334401 Appropriations $16,112.65 99990000 334404 Estimated Revenue $16,112.65 FROM REVENUE: 10035003 190204 Recoveries and Rebates $16,112.65 TO EXPENDITURE: 60095104 505000 Maintenance & Repair of Equipment $16,112.65 This Resolution adopted on motion made by Council Member______ , seconded by Council Member ___________________, with the following votes recorded: AYES: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______________________________________ Antonia Arias-Magallon, Town Clerk Meeting Date November 19, 2024 Department Public Works Issue Consider adoption of a Resolution appropriating funds in the amount of $486.40 received for scrap metal to the Public Works budget. Summary A check for $486.40 has been received from D. H. Griffin Wrecking Co., Inc. and deposited in Revenue Account 10035003 190204 Recoveries and Rebates. The check for $486.40 is for scrap metal from the Public Works Department. It is necessary to appropriate the $486.40 to Public Works Administration Operating Budget Account Number 10041104 505040, Maintenance Highways, Streets and Bridges Admin Other. 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, NOVEMBER 19, 2024 6:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA 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 10035003 190204– Recoveries and Rebates in the amount of $486.40; and WHEREAS, in order that the money can be used for maintenance and repairs to Public Works building, it is necessary for the Vinton Town Council to appropriate the funds from the Revenue Account 10035003 190204 – Recoveries and Rebates to the Public Works Maintenance Highways, Streets and Bridges Operating Budget Account Number 10041104 505040, Admin Other Maint. Cost. NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby approve the following transaction: BUDGET ENTRY GENERAL LEDGER: 99990000 334401 Appropriations $486.40 99990000 334004 Estimated Revenue $486.40 FROM REVENUE: 10035003 190204 Recoveries and Rebates $486.40 TO EXPENDITURE: 10041104 505040 Maintenance Highway, Streets Adm Other $486.40 This Resolution adopted on motion made by Council Member______ , seconded by Council Member ___________________, with the following votes recorded: AYES: NAYS: APPROVED: Bradley E. Grose, Mayor ATTEST: ______________________________________ Antonia Magallon, Town Clerk Meeting Date November 19, 2024 Department Town Clerk Issue Consider approval of the minutes of the Regular Meeting of October 15, 2024. Attachments October 15, 2024 minutes Recommendations Motion to approve minutes Town Council Agenda Summary 1 MINUTES OF A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD AT 6:00 P.M. ON TUESDAY, OCTOBER 15, 2024, IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA MEMBERS PRESENT: Bradley E. Grose, Mayor Michael W. Stovall, Vice Mayor Keith N. Liles Sabrina M. McCarty Laurie J. Mullins STAFF PRESENT: Richard Peters, Town Manager Cody Sexton, Deputy Town Manager Antonia Arias-Magallon, Town Clerk/Administrative Manager Andrew Keen, Finance Director Tiffany Stewart, Assistant Finance Director Fabricio Drumond, Police Chief Tim Lawless, Deputy Police Chief Mike Caldwell, Lieutenant Jesse Dibble, Police Officer Donna Collins, Human Resources and Risk Management Director Mandy Adkins, Cultural Placemaking and Events Director Amanda Payne, Community Facilities Manager Shayne Hicks, Community Programs Administrative Nathan McClung, Assistant Planning and Zoning Director Fayula Gordon, Associate Planner Jill Loope, Special Project Assistant to the Town Manager Jeremy Carroll, Town Attorney Mayor Grose called the meeting to order at 6:00 Council Member Liles, Council Member McCarty, Council Member Mullins, Vice Mayor Stovall, and Mayor Grose present. After a Moment of Silence, Nathan McClung led the Pledge of Allegiance to the U.S. Flag. announcements, and Council Activities, Council Member McCarty announced the following: October 26 – Shred Event, Drug Take Back, and Flu Vaccine Clinic at the War Memorial from 10 a.m. to 2 p.m.; October 29 – Downtown Trick or Treating at 3 p.m.; November 4 – Blood Drive at the Vinton War Memorial from 10 a.m. to 2 p.m.; November 5 – Town offices closed in observance of Election Day. Town Council will not be meeting that day due to the holiday; November 2 to 16 – First Annual Field of Honor Memorial; and November 11 – closed in observance of Veteran’s Day. 2 Council Member McCarty encouraged everyone to visit the entertainment venues social media and website for more information. Council Member Mullins following Council activities: September 19 – Mayor Grose, Member Liles District Community Meeting; September 25 – School Ribbon Cutting; September 26 – Vice T September 26 – Roanoke Valley Alleghany Regional Commission Meeting; September 30 – Mayor Grose attended Meeting; October 1 – Council Member Liles and Vice Mayor Stovall attended the Hotel Proposal Discussion meeting with Town staff; October 7 – Sister City Meeting; October 9 – Council Member Liles and Council Member McCarty attended the October 10 – Council Member Liles attended the Meeting; and October 12 – and Council Member McCarty Vinton Fall Festival. Vice Mayor Stovall made a motion to approve was seconded by Council Member Liles and voting: Vote 5-0; Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None. September 17, 2024, and the minutes of the Work Session on October 1, 2024. Under awards, introductions, presentations, and proclamations, and Council Member Mullins presented a check donation of $11,500 to the Virginia Breast Cancer Foundation. Tara Nepper, a Cancer Foundation Board member, was present as a representative to receive the check. and proclamations, Lieutenant Michael Caldwell for his and dedication to the field. Chief Drumond then recognized Mandie Baker for completing the 75- Day Hard challenge. 3 Council expressed their appreciation towards the Police Department and their hard work. and proclamations, Donna Collins updated Council on the Events. Ms. Collins commente Annual Field of Honor Event at the War Memorial from November 2nd to the 16th. partnered with the Colonial Flag Foundation to display 125 flags across the lawn of the Vinton War Memorial in honor of Veterans. Flags can be purchase made. Under citizens’ comments and petitions representative of Love Life Church commented on his opposition to the clinic at 935 3rd Street, Vinton, Virginia 24179 being in the Town. Council expressed appreciation for Mr. Buchy’s comments and coming to the meeting. Under reports from committees, Nathan McClung commented on the October 9, 2024, Community Development Mr. McClung commented that the survey for the comprehensive plan ended with over 450 responses. There will be a at the Vinton War Memorial from 5 p.m. to 7 p.m. that will also be open to the public. Mr. McClung commented that the survey for the Safe Streets for All study was wrapped up and the next step is to develop a planning structure for the future development of the action plan itself. Walnut Avenue Phase III is commenced and involves survey and designing before it is finished. T pedestrian safety improvements on West Virginia Avenue to South Pollard Street is conducting survey work. This project will ramps and sidewalks in that area. Glade Creek Greenway Phase 2B is good Currently, contractors are waiting on materials to continue the work. A property owner on Ruddell Road requested improvements include striping plans. The Police Department will also provide 4 fast traffic is going. There is currently no parking on a portion of West Lee Avenue to address the concerns of owners about the parking in front of downtown businesses. We received two proposals for the hotel project. both owners and discussed the options. The building has been completed. The next step is an assessment of for. The Town is using EPA funds to survey the Fire Block Properties steps can be taken for the property. The Vinton money with Fayula Gordon’ museum lift. The Gish Mill project has commenced. The current p stabilization of the structure. Council expressed appreciation to Mr. McClung for his report. Under items requiring action under the agenda, there was a motion to award a bid and authorize Project. Town Manager Peters commented that years back some private stormwater behind the Thrasher Memorial United Methodist Church property required repair. advertise the project for bid. This project includes the repair of a 48” storm drain that runs under the parking lot located at the rear end of the Thrasher Church. stormwater structures, and the lowest responsive and responsible bid for the work was from S.C. Rossi & Company in the amount of $309,589.00. The Town will enter into Rossi for $309,589.00. The Church will pay the Town for payments made to S.C. Rossi. Council Member Mullins approve the Resolution Approved Resolution No. 2613 awarding a bid and authorizing the Town Manager to contract with S. C. Rossi and Company, Inc. in the amount of $309,589.00 for the Thrasher Church Stormwater Repair and Reconstruction Project 5 the amount of $309,589.00 for the Thrasher Church Stormwater Repair and Reconstruction Project; the motion was seconded by Council Member McCarty, carried by the following roll call vote, with all members voting: Vote 5-0; Yeas (5) – (0) – None. Under items requiring action under the agenda, there was a motion Town Manager, on behalf of the Town of Vinton, Church, a religious and charitable organization. David Hoback, a Trustee of the Thrasher Church, Council for their support in the project stormwater structure repair. Council Member Liles approve the Resolution Church, a religious and charitable organization; the motion was seconded by Vice Mayor Stovall members voting: Vote 5-0; Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None. Approved Resolution No. 2614 Town Manager, on behalf of the Town of Vinton, to Agreement with the Church, a religious and charitable organization Under items requiring action under the agenda, there was a motion to consider the adoption of a Resolution in support of the plans transplant services provided at Carilion Roanoke Memorial Hospital. Mr. Peters commented Carilion Clinic is applying to the Commonwealth of Virginia for a Certificate of Public Need (COPN) to bring kidney transplant Hospital. the Council for the plans and efforts to establish kidney transplant services provided by Carilion Roanoke Memorial Hospital. Council Member McCarty approve the Resolution in support of Approved Resolution No. 2615 in support of the 6 Memorial Hospital; the motion was seconded by Council Member Mullins, carried by the following roll call vote, with all members voting: Vote 5-0; Yeas (5) – Grose; Nays (0) – None. Under items requiring action under the agenda, there was a motion to consider the adoption of a Resolution among the Town of Vinton, the Roanoke County public plazas, improve two alleys that run among Lee Avenue, Walnut Avenue, and S. Pollard Street, and improve some utilities in the area Council Member Liles recused himself from voting due to a Member Liles currently owns a business area that is being discussed for redevelopment. Mr. Peters commented partnership with the Roanoke County Economic Development Authority, has negotiated the terms of a Performance Agreement with The Wilkinson Group, Inc. The agreement will provide financial support to the Company as it seeks to improve two buildings along West Lee Avenue, Town- owned public alleys to the south and east of the b Street, two new public plazas, and some public utilities in the area. Dale Wilkinson, with the Wilkinson Group, Inc., which will be available at the Town Clerk’s Office presented the rendering and explained the plans for the project. Vice Mayor Stovall made a motion to approve the Resolution authorizing the Town Manager to Town of Vinton, the Roanoke County Economic Wilkinson Group, Inc. to redevelop two buildings plazas, im Avenue, Walnut Avenue, and Pollard Street, and Approved Resolution No. 2616 Authority (EDA), and The Wilkinson Group, Inc. to redevelop two buildings along West Lee Avenue, develop two public plazas, improve two alleys that Pollard Street, and improve some utilities in the 7 seconded by Council Member Mullins, carried by the following roll call vote, with the following members voting: Vote 4-0-1; Yeas (4) – McCarty, Mullins, Stovall, Grose; Nays (0) – None; Recused (1) - Liles. The next item on the agenda was the consideration of public comments concerning the proposed amendment to the Town of Vinton’s FY 2024- amount of $470,000.00 in the Capital Fund and hearing to be held whenever a proposed budget budget The Mayor opened the Public Hearing at 7:12 p.m. Mr. Sexton commented that related to the actions needed to be taken earlier regarding the Thrasher repair, the public hearing is being held later in the meeting. This public hearing handles the fund transfers for the Thrasher Stormwater Project. The total cost of the project is The Town set aside $100,000 contingency. the reappropriated fund balance in the Capital Fund and transferring it to the Stormwater Fund. The Stormwater Fund is budgeted for $210,000 for the donation from the Church. The Church will have until the end of the fiscal year to make that donation. The total project cost is stat $310,000. The reason $470,000 is because the Town must revenue in both the Capital and Stormwater Fund. $130,000 is being counted twice. Once in the Capital Fund and another in the Stormwater Fund. (1%) of the total revenues shown in the currently adopted budget hearing for approval. Council expressed appreciation to Mr. Sexton for his explanation. Public Hearing Opened 8 Hearing no comments, the Mayor closed the Public Hearing at 7:17 p.m. Council Member Liles approve the Resolution to Vinton’s FY 2024- funding for a stormwater project and contingency in the total amount of $470,000.00 in the Capital Fund and Stormwater Fund. State law requires a public hearing to be held whenever a proposed budget amendment exceeds 1% of the locality’s total budget; the motion was seconded by Council Member McCarty Vote 5-0; Yeas (5) – Stovall, Grose; Nays (0) – None. Approved Resolution No. 2617 to amend the Town of Vinton’s FY 2024-2025 budget to appropriate funding for a stormwater project and contingency in the total amount of $470,000.00 in the Capital Fund and Stormwater Fund. State law requires a public hearing to be held whenever a proposed budget amendment exceeds 1% of the locality’s total budget Under appointments to boards and commissions motion to Sarah Reid for the four- 2028, and appoint Cody Sexton as an alternate Authority for the four- 2028. Council Member McCarty appoint Josh Mullen as a member of the Vinton Planning Commission to replace Sarah Reid for the four-year term beginning November 2, 2024, and ending November 1, 2028; the motion was seconded by Council Member Mullins, carried by voting: Vote 5-0; Yeas (5) – Mullins, Stovall, Grose; Nays (0) – None. Council Member McCarty appoint Cody Sexton as an alternate member of the Roanoke Valley Resource Authority four-year term beginning November 1, 2024, and ending October 31, 2028 seconded by Council Member Liles voting: Vote 5-0; Yeas (5) – Mullins, Stovall, Grose; Nays (0) – None. Appointed Josh Mullen as a member of the Vinton Planning Commission to replace Sarah Reid for the four-year term beginning November 2, 2024, and ending November 1, 2028. Appointed Cody Sexton as an alternate member of four-year term beginning November 1, 2024, and ending October 31, 2028. 9 Town Manager Peters expressed appreciation toward staff for their hard work at the Fall being done by Roanoke Gas Company on South Pollard Street. There was not a lot of notice from the company and the road will be closed for the remainder of the week. Mr. new staff member, Jill Loope, the Special Project Assistant to the Town Manager. Council welcomed Mrs. Loope to the team. for their hard work and Festival. The next item on the agenda was a request to convene in a Closed Meeting, Pursuant to § 2.2- 3711 (A) (5 amended, for the purpose of discussing a prospective business where no previous announcement has been made of the business’ interest in locating its facilities at the intersection of East Virginia Avenue and South Pollard Street in the Town. Council Member Liles convene seconded by Council Member Mullins and voting: Vote 5-0; Yeas (5) – Mullins, Stovall, Grose; Nays (0) – None. Council Convened in closed session at 7:30 p.m. and the Certification that the Closed Meeting was held in accordance with State Code requirements carried by the members voting: Vote 5-0; Yeas (5) – Liles, McCarty, Mullins, Stovall, Grose; Nays (0) – None Certificate of Closed Meeting Council Member Liles made a motion to adjourn the by Council Member McCarty and carried by the following vote, with all members voting: Vote 5-0; Yeas (5) – APPROVED: 10 _________________________________ Bradley E. Grose, Mayor ATTEST: _________________________________ Antonia Arias-Magallon, Town Clerk Meeting Date November 19, 2024 Department Economic Development Issue Recognition of Vinton’s Best Dining Award Winners Summary Marshall Stanley, Economic Development Specialist recognized the following restaurants for winning Vinton’s Best Dining Award in The Roanoker: • Dogwood Restaurant • Farmburguesa • Macado’s • New York Pizza • Our Daily Bread • Pok-E-Joe’s • Pollard 107 South • RND Coffee Attachment None. Recommendations None. Town Council Agenda Summary Meeting Date November 19, 2024 Department Administration Issue Recognition of Town of Vinton employees who are Veterans Summary Donna Collins, Human Resources/Risk Management Director, will be present to recognize the Veterans. Attachments None Recommendations No Action Required Town Council Agenda Summary Meeting Date November 19, 2024 Department Administration Issue Recognition of Town of Vinton Employees Summary Council will recognize Donna Collins and Amanda Payne for their hard work in getting Vinton recognized as the Top Performer by the Department of Defense Vietnam War Commemoration. Attachments None Recommendations No Action Required Town Council Agenda Summary DEPARTMENT OF DEFENSE VIETNAM WAR COMMEMORATION L..:.._ TOP.PERF0RMER Town of Vinton On behalf of a grateful ation, congratulations on your superb efforts as a ommemorati ve Partner with the U .. A. ietnam War ornmemoration . Your impressi ve dedication, energy, and engagement has identified you as a Top Performer, a significant Partner instrnmental in thanking and honoring more than four million of our ation 's Vietnam veteraiis and their families in twenty-eight thousand e ents across the country since 2012 . We are indebted to yo u and your vo lunteers for the countless hours spent coordinating events and acti ities that recognize the ser ice and sacrifice of this generation of eterans and families . These accomp1isbments have left a profound and lastin g impact on our lives and communitie . Thank you again, for your excellent contribution to this noble mission. Done this 22nd Day of July 2024 . ~ EDWff~ ,U AAM, DIRECTOR , V I ETNAM WAR COMMEMORATION DEPARTMENT OF DEFENSE THE UNITED STATES VIETNAM WAR COMMEMORATION 241 18TH SOUTH . SUITE 101 ARLINGTON . VA 22202 Dear Town of Vinton, 22 July 2024 On behalf of a grateful Nation and the entire staff of The United States of America Vietnam War Commemoration, we commend you for being a TopPe,formerCommemorative Partner! Since the inauguration of the commemoration in 2012, yo ur organization has faithfully represented our Nation by selflessly hosting five or more events which thanked and honored our Vietnam veterans and their families . As such, your team is among the TOP 15 percent of the more than 13 thousand commemorative partner organizations that have participated in this noble effort. Congratulations on this achievement! Your dedication and initiative contributed significantly to this national tribute, whereby over 4 million veterans and their families have been recognized for their service and sacrifice through 28 thousand events over the past thirteen years. While truly amazing, your indelible impact cannot be measured in numbers, but rather in the hearts and faces of those whose lives were touched and will never be the same again. Your worthy efforts have helped facilitate healing and bestow honor to these veterans, their families, and our communities. As a token of gratitude, we present you with the enclosed certificate of appreciation, especially designed for Top Performer Commemorative Partners. Thank you again for your incredible support of this generation of patriots, their families , and of the Vietnam War Commemoration. Si n ce re ly, Edward J. Chrystal Jr., Major General, U.S. Army Director Meeting Date November 19, 2024 Department Police Department Issue Recognition Summary Chief Drumond will recognize Sergeant Jeremy Shrewsbury, Officer Brandon Alterio, and Officer Jason Call. Attachments None Recommendations No Action Required Town Council Agenda Summary Meeting Date November 19, 2024 Department Police Department Issue Recognition Summary Chief Drumond will recognize Officer promotions in the department. Attachments None Recommendations No Action Required Town Council Agenda Summary Meeting Date November 19, 2024 Department Public Works Issue Public Works Committee Summary The Public Works Committee met on November 13, 2024. Bo Herndon, Public Works Director, will be present to provide a report to Council on what the Committee discussed. Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date November 19, 2024 Department Finance Issue Finance Committee Summary The Finance Committee met on November 18, 2024. Andrew Keen, Finance Director, will be present to provide a report to Council on what the Committee discussed. Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date November 19, 2024 Department Administration Issue Consideration of public comments regarding the proposed conveyance of six parcels of real property located within and adjacent to the intersection of South Pollard Street, Cedar Avenue and 1st Street, identified as Tax Map ID 060.15-06-38.00-0000, 060.15-06-39.00-0000, 060.15-06-40.00-0000, 060.15-06-41.00-0000, 060.15-06-42.00-0000 and 060.15-06-43.00-0000 in the Town of Vinton, upon certain terms and conditions. Summary The Town of Vinton purchased six parcels of property located within and adjacent to the intersection of South Pollard Street, Cedar Avenue and 1st Street in 2018 and 2019, for the purpose of recruiting a hotel to be constructed on the site. Since the acquisition, the Town of Vinton has completed phase I and phase II environmental assessments, has demolished existing structures on the property, conducted several hotel market studies and established a conceptual plan for the site. Following the issuance of a Request for Proposal (RFP) in August of 2024, the Town of Vinton received two formal proposals to develop a hotel at the site. The Town’s Economic Development Committee reviewed the proposals and directed staff to attempt to negotiate acceptable terms with the KARA Hospitality LLC company proposal. A Contract of Sale for the property with the KARA Hospitality LLC Company has been agreed to in principle and will include a due diligence period through June 30 2025 that will include the approval of a performance agreement with the Town (development incentive grants), finalizing building plans, site improvements and securing a hotel franchise for the project. Attachments Contract of Sale Resolution Recommendations Conduct Public Hearing Motion to adopt Resolution Town Council Agenda Summary 1 ORDINANCE NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, NOVEMBER 19, 2024 AT 6:00 PM IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA WHEREAS, the Town of Vinton purchased six parcels of property located within and adjacent to the intersection of South Pollard Street, Cedar Avenue and 1st Street in 2018 and 2019 (Roanoke County Tax Map Parcels 060.15-06-38.00-0000, 060.15-06-39.00- 0000, 060.15-06-40.00-0000, 060.15-06-41.00-0000, 060.15-06-42.00-0000 and 060.15-06-43.00-0000), for the purpose of recruiting a hotel to be constructed on the consolidated properties (“site”); and WHEREAS, the Town of Vinton has completed Phase I and Phase II environmental assessments of the site, demolished existing structures on the site, conducted several hotel market studies, and established a conceptual plan for the development of a hotel on the site; and WHEREAS, the Town of Vinton issued a Request for Proposal in August of 2024 and received two formal proposals to develop a limited-service hotel at the site and after reviewing the proposals with the Town’s Hotel RFP Review Committee, staff was directed to attempt to negotiate acceptable development terms with KARA Hospitality, LLC; and WHEREAS, the developer has agreed to the terms of a Contract of Sale that provides a due diligence period through June 30, 2025, that will include negotiating acceptable terms of a performance agreement with the Town and the Economic Development Authority of Roanoke County, Virginia that will provide development incentive grants for the development of the hotel, conducting studies on the suitability of the site for the hotel, and designing building plans and site improvements for the project; and WHEREAS, Section 15.2-1800(B) of the 1950 Code of Virginia, as amended, requires that no Town-owned real estate may be sold without first holding a public hearing; and WHEREAS, Section 15.2-2100(A) of the 1950 Code of Virginia, as amended, provides that no Town-owned real estate may be sold except by an ordinance passed by a recorded affirmative vote of three-fourths of the members of its governing body; and WHEREAS, Town Council previously authorized the conveyance of the site to another entity, but that entity did not timely close on the acquisition of the site and Town Council desires to revoke any prior authorization to sell the site to any third party; and WHEREAS, a duly-advertised public hearing concerning the proposed sale of the site to KARA Hospitality, LLC was held on November 19, 2024 and all citizen comments were considered by Council. 2 NOW THEREFORE, BE IT ORDAINED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 1. Any prior authorization to sell Roanoke County Tax Map Parcels 060.15-06-38.00-0000, 060.15-06-39.00-0000, 060.15-06-40.00-0000, 060.15-06-41.00-0000, 060.15-06-42.00- 0000 and 060.15-06-43.00-0000 is revoked. 2. The Contract of Sale between the Town and KARA Hospitality, LLC is approved in a form substantially similar to the one presented to Council, with such changes, additions, and deletions as the Town Manager may make and as approved by the Town Attorney. 3. The sale of Roanoke County Tax Map Parcels 060.15-06-38.00-0000, 060.15-06-39.00- 0000, 060.15-06-40.00-0000, 060.15-06-41.00-0000, 060.15-06-42.00-0000 and 060.15- 06-43.00-0000 to KARA Hospitality, LLC pursuant to the terms of the aforementioned Contract of Sale is approved. 4. The Town Manager is authorized and directed, for and on behalf of the Town, to execute and deliver the Contract of Sale and any and all other documents as reasonably may be necessary to carry out the purposes of this Ordinance, to carry out the Town’s obligations under the Contract of Sale, and to undertake such other actions as reasonably may be necessary in furtherance of the purposes of this Ordinance. 5. This Ordinance shall take effect immediately. This Ordinance adopted on motion made by _____________________, seconded by _____________________, with the following votes recorded: AYES: NAYS: APPROVED: ____________________ Bradley E. Grose, Mayor ATTEST: ______________________________ Antonia Arias-Magallon, Town Clerk 1 CONTRACT OF SALE THIS CONTRACT OF SALE (“Contract”), made this ___ day of ________ 20__, by and between the Town of Vinton, Virginia, a municipality in the Commonwealth of Virginia (“Seller”), and the KARA Hospitality, LLC, a Virginia Limited Liability Company (“Buyer”). WITNESSETH: WHEREAS, Buyer desires to purchase from Seller the following six parcels of land located within and adjacent to the intersection of South Pollard Street, Cedar Ave and 1st Street in the Town of Vinton (“Property”): Property Addresses: 0 Cedar Avenue, Vinton, VA 24179 0 Cedar Avenue, Vinton, VA 24179 35 Cedar Avenue, Vinton, VA 24179 509 South Pollard Street, Vinton, VA 24179 0 South Pollard Street, Vinton, VA 24179 537 South Pollard Street, Vinton, VA 24179 Property Parcel IDs: Roanoke County: 060.15-06-38.00-0000 Roanoke County: 060.15-06-39.00-0000 Roanoke County: 060.15-06-40.00-0000 Roanoke County: 060.15-06-41.00-0000 Roanoke County: 060.15-06-42.00-0000 Roanoke County: 060.15-06-43.00-0000 and WHEREAS, Buyer intends to develop a limited service extended stay hotel with 92 rooms on the Property (“Project”); and WHEREAS, Seller proposes to discontinue, vacate, and/or abandon a portion of the block of 1st Street between Virginia Avenue and Cedar Avenue (“Partially Vacated Street”) and deed the Partially Vacated Street to the Buyer for the Project, provided such discontinuance, vacation, and abandonment shall, in all respects, be subject to the requirements of applicable state law and the required discretionary approvals of the Town Council of the Town of Vinton and any required third parties; and WHEREAS, Seller desires to sell the Property to Buyer, provided Buyer agrees to be bound by a mutually-agreeable Performance Agreement concerning the development of the Project. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Buyer and Seller agree as follows: 2 1. Transfer. Seller shall, at Closing, convey to Buyer by Special Warranty Deed the fee simple interest in the Property, provided that all conditions contained in this Contract have been satisfied and all pre-Closing conditions in the Performance Agreement have been satisfied. For clarity, if Buyer fails to perform any pre-Closing conditions contained in this Contract or the referenced Performance Agreement, then Seller may terminate this Contract and will have no further obligation to Buyer. 2. Purchase Price. The purchase price for the Property shall be ten dollars and 00/100 cents ($10.00). Buyer shall place into escrow with the Seller’s agent a deposit of ten dollars and 00/100 cents ($10.00) (“Deposit”) upon execution of this Contract. 3. Due Diligence. The Buyer shall have until June 30, 2025 (“Due Diligence Period”), to perform all desired necessary due diligence and to determine that the Property is suitable for the Project and that the Project is economically viable. The Due Diligence Period may be extended by up to an additional fifteen (12) months (to no later than June 30, 2026), if Buyer needs additional time to complete the project. Buyer may extend the Due Diligence Period by providing written notice to Seller prior to June 30, 2025. If, prior to the end of the Due Diligence Period, Buyer notifies Seller that the results of the due diligence are unsatisfactory to Buyer, in Buyer’s sole discretion, then Buyer may cancel this Contract, in which case Seller shall refund the Deposit to Buyer (without interest) and the parties shall have no further obligation to each other concerning this Contract. During the Due Diligence Period, Buyer, its agents, employees, representatives, and contractors, may, at Buyer’s sole cost and expense, perform such tests, inspections, and examinations of the Property as Buyer deems advisable, including without limitation, investigations with regard to title, physical condition, environmental matters, matters of survey, flood plain, access to utilities, zoning, building code and other applicable governmental requirements, financing requirements, and development requirements. Buyer shall not damage or alter the Property while conducting its inspections, tests, and studies. Buyer shall indemnify, defend, and hold Seller harmless for any damages or claims that arise from or relate to the due diligence undertaken by Buyer concerning the Property and/or the Project. Seller shall grant Buyer, its agents, or assigns reasonable access to the Property for such purposes. 4. Closing of Contract. This Contract is void if closing on this Contract (“Closing”) does not occur on or before 12:00 p.m. on the last day of the Due Diligence Period, or any extension thereof. Closing shall be at a location selected by Buyer. 5. Obligations of the Parties. The parties shall perform their respective obligations as follows: A. Obligations of the Seller: i. Seller will reasonably assist Buyer in obtaining ratification by the Town of Vinton, Roanoke County, and the Economic Development Authority of Roanoke County of a Performance Agreement on terms and conditions that are acceptable to all of those parties. The parties intend for the Performance Agreement to require specific investments from Buyer, though the nature and extent of those required investments cannot be determined until 3 additional planning is completed for the Project. Buyer and Seller agree that this Contract will not be effective, and neither Seller nor Buyer will have any obligation to carry-out the transactions contemplated in this Contract, unless and until a Performance Agreement agreeable to both Buyer and Seller has been fully executed by all parties thereto. For clarity, the execution by Buyer of a binding Performance Agreement acceptable to Seller and the performance by Buyer of all pre-Closing obligations that may be required under that Performance Agreement are conditions precedent to Seller’s obligation to convey the Property to Buyer. ii. Within five (5) days of the execution of this Contract, Seller will provide Buyer with copies of any existing due diligence items concerning the Property requested by Buyer and which are in Seller’s possession. These materials may include, but are not necessarily limited to, surveys and plats of the Property, photos and building plans, environmental studies and reports, communications with governmental authorities concerning the Property, any title commitment or policy for the Property, inspection reports for the Property, and any warranties applicable to improvements on the Property. iii. Seller agrees that it will, if necessary, be an applicant or co-applicant, as described in the Performance Agreement, on Project grant applications, if any, and will coordinate with Buyer to the extent necessary to complete and file any such applications. iv. Seller shall pay the fees and expenses of its legal counsel. v. Within thirty (30) days of the execution of this Contract, Seller will provide Buyer with copies and conclusions of the completed Phase I and Phase II Environmental Site Assessment (“ESA”) reports of the Property. vi. Seller shall continue to maintain in full force and effect casualty insurance on or with respect to the Property as it maintains in the ordinary course of business, it being understood and agreed that all risk of loss with respect to the Property, except as may be caused by the acts or omissions of Buyer or its employees, agents, or contractors, shall remain with Seller through Closing. In the event that, prior to Closing, the improvements on the Property are materially damaged, destroyed, or rendered unusable by fire, casualty, or other cause, then Buyer may, at its option, terminate this Contract, and the Deposit shall be refunded to Buyer, or upon mutual agreement of the parties, the Buyer may affirm the Contract and the parties will continue to adhere to their obligations under this Contract. vii. Seller shall use good faith efforts to seek all approvals, votes, and ordinances that are required under applicable law for Seller’s sale and 4 conveyance of the Property, including those set forth in Virginia Code Sections 15.2-1800 et seq. and 15.2-2100 et seq. viii. Seller shall use good faith efforts to seek all approvals, votes, and ordinances that are required under applicable law for the discontinuance, vacation, abandonment, and conveyance of the Partially Vacated Street. If, for whatever reason, the discontinuance, vacation, abandonment, and conveyance of the Partially Vacated Street is not timely approved by all necessary parties and beyond any applicable appeal periods in sufficient time for Buyer to timely complete the Project, then Buyer’s sole remedy will be to cancel this Contract, if not yet fully performed, and the associated Performance Agreement. If this Contract has been performed and the Property has been conveyed to Buyer and Buyer cancels the associated Performance Agreement, then then Seller may, at its option, require that Buyer convey the Property to Seller within sixty (60) days of Seller’s written demand. Buyer must satisfy any liens, judgments, or other encumbrances on the Property that did not exist when Seller conveyed the Property to Buyer. Upon the conveyance of the Property from Buyer to Seller, Seller shall pay Buyer the same Purchase Price as Buyer had paid Seller. The parties covenant and agree that Seller may enforce this provision through an action for specific performance, mandatory injunction, or other similar equitable or legal relief. B. Obligations of the Buyer: i. Following Closing, Buyer will commence and diligently pursue construction of a limited service 92 room extended stay hotel in accordance with the terms of the Performance Agreement. If Buyer fails to comply with its obligation to commence and diligently pursue construction of the aforementioned hotel, then Seller may, at its option, require that Buyer deed the Property to Seller upon the return to Buyer of the Purchase Price. The parties covenant and agree that Seller may enforce this provision through an action for specific performance, mandatory injunction, or other similar equitable or legal relief. ii. Buyer shall timely perform all due diligence that it deems necessary to determine that the Property is suitable for the Project. iii. Buyer shall pay all fees and expenses of Buyer’s legal counsel and consultants and advisers. iv. Buyer shall provide reasonably detailed status reports in writing to Seller every sixty (60) days during the Due Diligence Period prior to Closing. Such reports shall describe Buyer’s due diligence inspections and results as well as Buyer’s efforts to obtain financing. 5 v. Closing of the construction financing and the real estate transaction will occur simultaneously. 6. Real Estate Commission. Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, that neither party has engaged any real estate broker, salesperson, or other intermediary to assist in the transfer of the Property from Seller to Buyer. 7. Condition of Property. Buyer will accept the Property in an “as is, where is” condition with all faults. Seller makes no representation or warranty whatsoever, whether express, implied, or arising by operation of law, with respect to the Property, the condition of the Property, the suitability of the Property for the Project, or of any portion, aspect, or component of any of the foregoing, and expressly disclaims the same. Likewise, Seller makes no representation or warranty whatsoever, whether express, implied, or arising by operation of law, with respect to any documents, reports, or materials provided or made available to Buyer by Seller or its agents, or the accuracy of the information contained therein, and expressly disclaims the same. The foregoing disclaimers include, but are not limited to, matters of title, survey, financial performance, physical condition (including, without limitation, environmental condition or presence or absence of hazardous substances), zoning, tax status or consequences, fitness for a particular purpose or use, compliance with governmental requirements, access to the Property, and availability of utilities. 8. Termination of Contract. Buyer may terminate this Contract by giving Seller written notice of termination at any time prior to the expiration of the Due Diligence Period, or any extension thereof, if the results of the due diligence are not satisfactory to Buyer. Buyer will commence such inspections forthwith upon execution of this Contract. If Buyer fails to give Seller written notice of termination before the expiration of the Due Diligence Period, or any extension thereof, then, and in such event, the Buyer shall be deemed to have accepted the results of such inspections and shall proceed to Closing in accordance with the terms of the Contract. Buyer may proceed to Closing sooner than the expiration of the Due Diligence Period; provided, however that in doing so Buyer waives any right to perform any additional due diligence. In the event that this Contract is terminated before the Closing, neither Buyer nor Seller shall have any obligation to the other, and each party shall then be responsible for its own expenses, including, but not limited to, legal fees and expenses incurred in connection herewith. Seller shall pay for preparation of the Deed for the Property, which shall be a Special Warranty Deed, and shall pay any grantor’s taxes that are imposed thereon. Buyer shall pay all other recording taxes and will accept and comply with the terms of said sale as herein set forth, provided the title is marketable. 9. Possession of Property. This Contract and the sale and conveyance of the Property is made subject to: (i) all public and private rights existing under applicable law; (ii) restrictions, covenants, agreements, and easements of record; and (iii) existing leases. Seller states that there are no known outstanding leases as of the execution date of this Contract. This sale is conditioned upon the improvements on the Property being in substantially the same condition on the date of Closing as the same are in on the date of this Contract. All rents, taxes, and other pro ratable items shall be prorated as of the Closing date. 10. Miscellaneous: 6 A. This Contract constitutes the entire understanding among the parties, and shall be deemed to supersede all prior written or verbal communications among the parties. This Contract may not be modified or terminated, unless in writing signed by the Buyer and Seller. B. This Contract and the provisions hereof shall be binding upon and shall inure to the benefit of the Seller and Buyer and its respective heirs, executors, administrators, personal representatives, successors, and assigns. C. The representations, warranties, and indemnities of Buyer and Seller under this Contract shall survive Closing and delivery of the Deed or the termination of this Contract for any reason. D. Buyer shall indemnify, defend, and hold Seller free and harmless for and from any and all claims, causes of action, damages or any liability of any type, including reasonable attorneys’ fees, on account of any claims by or any injury or damage to any persons or property growing out of or directly or indirectly resulting or arising in any way out of any actions, omissions or activities of Buyer or its agents, employees or representatives or arising out of or connected in any way to any of the matters involved in this Contract or its performance. E. This Contract may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. F. No covenant, agreement or obligation contained in this Contract shall be deemed to be a covenant, agreement or obligation of any present or future director, officer, employee or agent of Seller in his or her individual capacity, and no officer, employee or agent of Seller executing this Contract or any related instrument shall be liable personally on this Contract or such instrument or be subject to any personal liability or accountability by reason of the execution and delivery thereof. G. This Contract shall be construed according to the laws of the Commonwealth of Virginia without regard to its principles of conflicts of laws. H. This Contract has been jointly drafted by the parties, and is to be construed as jointly drafted and not be construed against any of the parties as the drafter. This Contract is severable, and if any provision is found to be invalid by any court of competent jurisdiction, the remainder shall survive. The section and paragraph headings in this Contract are for convenience of reference only and do not modify or restrict any provisions hereof and shall not be used to construe any provisions of this Contract. I. The parties warrant that the signatories below have full authority, and have undertaken such legal actions as may be necessary to ensure such authority, to bind the entities of which they are representatives to the full extent permitted by law. This Contract may be executed by facsimile, electronic or original signature of the parties and in counterparts, which, assuming no modification or alteration, shall constitute an original and when taken together, shall constitute one and the same instrument. J. Time is of the essence of all obligations set forth herein for which a time is stated. K. The failure of any party to this Contract to insist upon strict compliance with any term herein shall not be construed to be a waiver of that requirement. 7 L. Nothing in this Contract, express or implied, is intended to confer any rights or remedies upon any person, other than the parties hereto and, subject to the restrictions on assignment herein contained, their respective successors and assigns. WITNESS the following signatures and seals as of the date first above written: SELLER: ________________________________________ ____________________________ TOWN OF VINTON DATE BUYER: ________________________________________ ____________________________ KARA HOSPITALITY, LLC DATE Approved as to form: _______________________________ Town Attorney Commonwealth of Virginia County of Roanoke I, ______________________________, do certify that the foregoing Contract of Sale was acknowledged before me this _______ day of _________ 20__ by _________________ ____________ of the Town of Vinton, a municipality in the Commonwealth of Virginia. He/she is personally known to me or has produced identification. __________________________________________ Notary Public Registration Number: _______________________ My commission expires: _____________________ Commonwealth of Virginia City/County of __________________ I, ______________________________, do certify that the foregoing Contract of Sale was acknowledged before me this _______ day of ________ 20__ by _____________________ 8 ________ of KARA Hospitality, LLC, a Virginia Limited Liability Companty, on behalf of the company. He/she is personally known to me or has produced identification. __________________________________________ Notary Public Registration Number: _______________________ My commission expires: _____________________ 1 Meeting Date November 19, 2024 Department Administration Issue Consider adoption of a Resolution authorizing the Town Manager to execute a Performance Agreement between the Town of Vinton, the Roanoke County Economic Development Authority (EDA) and KARA Hospitality LLC for the purpose of developing an Extended Stay America Premium hotel at the intersection of South Pollard Street, 1st Street and Cedar Avenue in the Town of Vinton to be known as the Vinton/East County Hotel Project. Summary The Town of Vinton, in partnership with the Roanoke County Economic Development Authority, has negotiated the terms of a Performance Agreement with KARA Hospitality LLC. The agreement extends over a five (5) year period, which is intended to incentivize the development of the hotel. The Performance Terms of the Agreement include: • A minimum Capital Investment of $12,000,000 • Generate new and increased tax revenues of over for the Town of Vinton and Roanoke County • Creation and maintaining at least 10 new jobs • Generating a minimum of $100,000 annually in Transient Occupancy Tax Revenue • Contributing a maximum of $100,000 annually for 5 years to incentive the project Attachments Performance Agreement Resolution Recommendations Motion to adopt Resolution Town Council Agenda Summary 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, NOVEMBER 19, 2024, AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, LOCATED AT 3ll S. POLLARD STREET, VINTON, VIRGINIA. WHEREAS, on November 19, 2024, the Vinton Town Council authorized the sale to KARA Hospitality, LLC (“Company”) of six parcels of property located within and adjacent to the intersection of South Pollard Street, Cedar Avenue and 1st Street (Roanoke County Tax Map Parcels 060.15-06-38.00-0000, 060.15-06-39.00-0000, 060.15-06-40.00-0000, 060.15-06-41.00-0000, 060.15-06-42.00-0000 and 060.15-06-43.00-0000) for the purpose of constructing a hotel on the site; and WHEREAS, Company has agreed to a minimum capital investment of $12,000,000 for the development of the hotel, has agreed to create and maintain 10 new full-time equivalent jobs at the hotel, and has agreed to generate $100,000 in increased transient occupancy tax revenue per year for the Town; and WHEREAS, Town staff and representatives of Roanoke County Economic Development Authority (“Authority”) have negotiated a Performance Agreement KARA Hospitality, LLC to provide an Economic Development Incentive Grant to encourage the hotel project, which Performance Agreement will pay the amount of the grant to KARA Hospitality, LLC over a five (5) year period in exchange for KARA Hospitality, LLC’s achieving and maintaining certain investment, employment, and tax obligations; and WHEREAS, the Town and the Authority recognize that the Company’s investment in the site will promote economic development in the Town, will provide additional tax revenue for the Town, will create and maintain new jobs in the Town, and will contribute to the vitality of the area; and WHEREAS, the stimulation of additional tax revenue and economic activity to be generated by the Company’s capital investment and additional tax revenue constitute valid public purposes for the expenditure of public funds and is the animating purpose for the local grant; and WHEREAS, any previous authorizations for a performance agreement for a similar hotel project are hereby revoked; and WHEREAS, Town staff recommends that the Performance Agreement among the Town, Roanoke County Economic Development Authority, and KARA Hospitality, LLC be executed to formalize said agreement between the parties. NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON, VIRGINIA, AS FOLLOWS: 2 1. Any prior authorization to enter into a performance agreement to develop a hotel on Roanoke County Tax Map Parcels 060.15-06-38.00-0000, 060.15-06-39.00-0000, 060.15- 06-40.00-0000, 060.15-06-41.00-0000, 060.15-06-42.00-0000 and 060.15-06-43.00-0000 is revoked. 2. The Performance Agreement between the Town and KARA Hospitality, LLC is approved in a form substantially similar to the one presented to Council, with such changes, additions, and deletions as the Town Manager may make and as approved by the Town Attorney. 3. The Town Manager is authorized and directed, for and on behalf of the Town, to execute and then to deliver the Performance Agreement and any and all other documents as reasonably may be necessary to carry out the purposes of this Resolution, to carry out the Town’s obligations under the Performance Agreement, and to undertake such other actions as reasonably may be necessary in furtherance of the same. 4. This Resolution shall take effect immediately. This Resolution adopted on motion made by _____________________, seconded by _____________________, with the following votes recorded: AYES: NAYS: APPROVED: ______________________ Bradley E. Grose, Mayor ATTEST: ______________________________ Antonia, Arias-Magallon, Town Clerk {00459840.DOCX } 1 LOCAL ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT This Performance Agreement (“Agreement”) is made and entered into this ___ day of __________, 20__, by, between, and among the Town of Vinton, Virginia, a municipality in the Commonwealth of Virginia (“Town”), the Economic Development Authority of Roanoke County, Virginia, a political subdivision of the Commonwealth of Virginia created under the Industrial Development and Revenue Bond Act (“Authority”), and KARA Hospitality, LLC, a Virginia Limited Liability Company (“Company”). Collectively, the Town, Authority, and Company may be referred to herein as the “Parties.” RECITALS: WHEREAS, the Company intends to enter into a Contract of Sale with the Town to acquire certain real property, together with all improvements thereon and all rights and appurtenances thereunto pertaining, located in the County of Roanoke, Virginia, identified as Tax Map Parcels 060.15-06-38.00-0000, 060.15-06-39.00-0000, 060.15-06-40.00- 0000, 060.15-06-41.00-0000, 060.15-06-42.00-0000 and 060.15-06-43.00-0000 (collectively, “Property”) and WHEREAS, the Company intends to construct on the Property a limited service extended stay hotel for a nationally-recognized brand, with approximately 92 rooms and to make improvements in the area surrounding the Property (the “Project”); and WHEREAS, in performing the Project, the Company will be making a significant Capital Investment, as hereinafter defined, in the Property and in the area surrounding the Property in the Town, will be creating and maintaining a significant number of New Jobs, as hereinafter defined, in the Town, and will be generating Transient Occupancy Tax, as hereinafter defined, for the benefit of the Town; and WHEREAS, the Town and the Authority recognize that the Company’s Capital Investment will increase walkability, improve the gateway aesthetics, and generally act as a catalyst for additional economic development activity within the Town and provide additional tax revenue, employment opportunities, and contribute to the vitality of the area; and WHEREAS, the Town is willing to provide funds to the Authority for the Authority to provide a Local Economic Development Incentive Grant to the Company (the “Local Grant”) for the purpose of inducing the Company to construct the aforementioned Project, thereby directly and indirectly making a significant Capital Investment in the Town, creating and maintaining a significant number of New Jobs in the Town, and generating Transient Occupancy Tax in the Town; and WHEREAS, the Company will create and Maintain, as hereinafter defined, at least 10 full-time equivalent New Jobs; and WHEREAS, the stimulation of additional tax revenue and economic activity to be generated by the Capital Investment, New Jobs, and Transient Occupancy Tax Revenue constitute valid public purposes for the expenditure of public funds and is the animating purpose for the Local Grant. {00459840.DOCX } 2 WITNESSETH: NOW THEREFORE, in consideration of the foregoing premises, the mutual benefits, promises, and undertakings of the Parties to this Agreement as set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do covenant and agree as follows: I. Definitions. For the purposes of this Agreement, the following terms shall have the following definitions, unless the context or manifest purpose of this Agreement indicate otherwise: Capital Investment means an expenditure by the Company in an amount not less than $12,000,000 for construction of the Project, including engineering, architectural, developer and legal fees, building construction costs, and furniture, fixtures and equipment, all of which must be incurred and paid no later than the Capital Investment Performance Date. Maintain means that the New Jobs created pursuant to this Agreement with the assistance of the Local Grant and will continue without interruption from the Job Creation Performance Date through the Job Maintenance Performance Date. New Jobs means new permanent full-time equivalent employment of an indefinite duration at the Property for which the Company pays an average hourly wage of at least $14.00 or the minimum hourly wage under applicable state or federal law, whichever is greater. Each New Job must require a minimum of either (i) 35 hours per week of an employee’s time for at least 48 weeks per Year, or (ii) 1,680 hours per Year. Part-time positions may be aggregated to equal a full-time equivalent position. Seasonal or temporary positions with construction contractors, vendors, suppliers, and similar multiplier or spin-off jobs shall not qualify as New Jobs. All New Jobs must be created no later than the Job Creation Performance Date and maintained through the Job Maintenance Performance Date. Transient Occupancy Tax Revenue means the annual amount of tax revenue collected by the Town on hotel rooms booked by the Company under Article VII, Transient Occupancy Tax, of Chapter 86 of the Vinton Town Code, as amended. Opening Date means the date on which the first paying customer stays overnight at the hotel constructed on the Property, which date shall be no later than the date that is eighteen (18) months following the closing on the Property under the Contract of Sale. Performance Date means, for each respective Target, the following: a. Capital Investment Performance Date – the Opening Date, b. Job Creation Performance Date – the Opening Date, c. Job Maintenance Performance Date – that date which is five (5) years after the Opening Date, {00459840.DOCX } 3 d. Transient Occupancy Tax Revenue Performance Date - that date which is five (5) years after the Opening Date, If the Town deems that good faith and reasonable efforts have been made and are being made by the Company to achieve the Target(s) by the respective Performance Date, the Town may, in its sole discretion, extend any or all of the Performance Dates by up to 12 months. If any Performance Date is extended, the Town shall send written notice of the extension to the Authority and the Company and the date to which any Performance Date has been extended shall become the new “Performance Date” for the Target that is the subject of the extended Performance Date. Target means the Company’s obligations pursuant to this Agreement to: (i) make Capital Investments in the Property of at least $12,000,000; (ii) create at least 10 New Jobs at the Property; (iii) Maintain at least 10 New Jobs at the Property; (iv) annually collect and remit to the Town a minimum of $100,000 in Transient Occupancy Tax Revenue from the Property, all as of the respective Performance Dates. Year, for the purposes of this Agreement, means any 12-month period commencing on the Opening Date, or anniversary of the Opening Date. Monetary Lien includes, but is not limited to, any loan, note, or other debt secured by any interest in the Property, such as by a deed of trust, mortgage, financing lease, or other similar arrangement. II. Targets. The Company will make a Capital Investment of not less than $12,000,000 in the Property by the Capital Investment Performance Date. The development must be undertaken pursuant to plan presented to and approved by the Town, provided that such approval by the Town shall not be unreasonably withheld, conditioned, or delayed. The Company will create 10 New Jobs at the Property by the Job Creation Performance Date. The Company annually will collect and remit to the Town a minimum of $100,000 in Transient Occupancy Tax Revenue generated at the Property. The Company must achieve this Target each year through the Transient Occupancy Tax Revenue Performance Date. Annual Local Grant payments under Section III of this Agreement will be reduced by the difference between $100,000 and the amount of Transient Occupancy Tax Revenue actually collected and remitted in any Year. For example, if the Company collects and remits $80,000 in Transient Occupancy Tax Revenue, then its next ensuing annual Local Grant payment will be reduced by $20,000. The Company will maintain 10 New Jobs at the Property from the Job Creation Performance Date through the Job Maintenance Performance Date. On each anniversary of the Job Creation Performance Date, until the Job Maintenance Performance Date, the Company will annually report to the Town and the Authority whether it has continued to maintain 10 New Jobs at the Property. {00459840.DOCX } 4 III. Local Grant. The Local Grant will be paid by the Authority to the Company in multiple installments as an inducement to the Company to achieve and Maintain the Targets. The Town will provide the funds to the Authority for the purpose of making the Local Grant as set forth herein. The Company shall use the Local Grant proceeds only for expenses directly related to achieving and Maintaining the Targets, and for no other purpose. Upon receipt of the Local Grant proceeds from the Town, the Authority shall disburse the Local Grant proceeds in multiple payments to the Company as follows: A. Annual Payments: Commencing on the first anniversary of the Opening Date and continuing thereafter on each anniversary day of the Opening Date for five (5) consecutive years (for a total of five (5) annual payments), the Town will pay to the Authority and the Authority will pay to the Company a grant in the amount of $100,000; provided, however that the amount of the grant shall be reduced by the amount of any shortfall the Company has in achieving its annual Transient Occupancy Tax Revenue Target for each respective year, as stated above in Section II. Furthermore, each of the foregoing annual payments will be subject to the condition precedent that the Company has delivered to the Town and the Authority notice and evidence satisfactory to the Town and the Authority of the Company’s achieving and Maintaining the Targets as follows: 1. On or before the Opening Date, the Company shall provide notice and evidence reasonably satisfactory to the Town and the Authority that the Company has achieved the Capital Investment Target at the Property. 2. On or before the Opening Date, the Company shall provide notice and evidence reasonably satisfactory to the Town and the Authority that the Company has created 10 New Jobs at the Property. 3. On or before each anniversary of the Opening Date, until the Job Maintenance Performance Date, the Company shall provide notice and evidence reasonably satisfactory to the Town and the Authority of the number of New Jobs that it has Maintained at the Property from the Job Creation Performance Date through the date of the notice and evidence. 4. On or before each anniversary of the Opening Date, until the Transient Occupancy Tax Revenue Performance Date, the Company shall provide notice and evidence reasonably satisfactory to the Town and the Authority of the amount of Transient Occupancy Tax Revenue that the Company has collected from the Property and remitted to the Town. 5. All of the foregoing evidence will be subject to verification by the Town and the Authority, and the Town and Authority reserve the right to request additional information from the Company as necessary for such verification. The Company {00459840.DOCX } 5 will be solely responsible for obtaining and delivering to the Town and Authority any and all information needed to verify the Targets. Within 30 days of its receipt of any of the foregoing Local Grant proceeds from the Town, the Authority will disburse such Local Grant proceeds to the Company. B. Abandonment of Portion of 1st Street: If required for the Project, the Town shall use good faith efforts to seek all approvals, votes, and ordinances that are required under applicable law to discontinue, vacate, and/or abandon a portion of the block of 1st Street between Virginia Avenue and Cedar Avenue and then convey the vacated portion of 1st Street to the Company, provided such discontinuance, vacation, abandonment, and conveyance shall, in all respects, be subject to the requirements of applicable state law and the required discretionary approvals of the Town Council of the Town of Vinton and any required third parties. The Town shall have discretion in determining which portions of 1st Street will be discontinued, vacated, and/or abandoned and subsequently conveyed to the Company, provided the Town will consider the needs of the Project in making that determination. Any portion of 1st Street deeded to the Company under this provision shall, thereafter, constitute part of the Property as defined herein. If, for whatever reason, the discontinuance, vacation, abandonment, and conveyance of a portion of 1st Street is not timely approved by all necessary parties and beyond any applicable appeal periods in sufficient time for the Company to timely complete the Project, then the Company’s sole remedy will be to cancel this Agreement and, if not yet fully performed, the associated Contract of Sale. If the Contract of Sale has been performed and the Property has been conveyed to the Company and the Company cancels this Agreement under this subsection, then then the Town may, at its option, require that the Company convey the Property to the Town within sixty (60) days of the Town’s written demand. The Company must satisfy any liens, including Monetary Liens, judgments, or other encumbrances on the Property that did not exist when the Company acquired the Property from the Town. Upon the conveyance of the Property from the Company to the Town, the Town shall pay the Company the same Purchase Price as the Company had paid the Town. The parties covenant and agree that the Town may enforce this provision through an action for specific performance, mandatory injunction, or other similar equitable or legal relief. IV. Reporting. The Company shall annually provide, at the Company’s expense, detailed verification reasonably satisfactory to the Town and the Authority of the Company’s progress on the Targets. For the purposes of verifying the accuracy of reports, and for no other purpose, the Company hereby waives its protections under Section 58.1-3 of the Code of Virginia, 1950, as amended, and authorizes the Commissioner of the Revenue for Roanoke County, Virginia, to provide verification to the Town and the Authority from her records; provided, however, that such disclosure shall not waive the protections of § 58.1-3 as to any other person, nor authorize the Town or the Authority to disclose such information to any other person. The Company will be solely responsible for obtaining and providing detailed verification reasonably satisfactory to the Town and the Authority of all Capital Investments to be credited towards the Company’s Capital Investment {00459840.DOCX } 6 obligation, all New Jobs created and Maintained to be credited towards the Company’s New Jobs obligation, and all Transient Occupancy Tax Revenue generated at the Property and remitted to the Town to be credited towards the Company’s Transient Occupancy Tax Revenue obligation. V. Default; Option; Forfeiture. A. If the Company (i) fails to open a hotel consistent with the terms of this Agreement on or before the last possible date that could qualify as an Opening Date under the definition contained in Section I above or otherwise provide assurances acceptable to the Town that such opening is imminent; (ii) fails to achieve the Capital Investment Target and the New Jobs Target by the last possible date that could qualify as an Opening Date; or (iii) breaches any other material provision of this Agreement and the breach is not cured within thirty (30) days of written notice of such breach to the Company from either the Town or the Authority, then Company shall: (a) forfeit all grant payments under Section III of this Agreement and (b) convey the Property to the Town, subject to all liens and encumbrances, other than any Monetary Liens, judgments, or other encumbrances that did not exist as of the effective date of the acquisition of the Property by the Company, within sixty (60) days of written demand from the Town to the Company for such conveyance for the same consideration the Company paid for the Property as stated in the Contract of Sale. Prior to conveying the Property to the Town under the foregoing sentence, the Company must satisfy any Monetary Liens, judgments, or other encombrances on the Property that did not exist as of the effective date of the acquisition of the Property by Company. If the Company conveys the Property to the Town free and clear of any Monetary Liens, judgments, or other encumbrances that did not exist as of the effective date of the Company’s acquisition of the Property, then the foregoing remedies shall be the sole and exclusive remedies available to the Town as a result of any of the foregoing failures of the Company. If, however, the Company fails to convey the Property to the Town free and clear of any such Monetary Liens, judgments, and other encumbrances, then the Town may pursue any and all other remedies it may have available at law or in equity. B. In addition to the foregoing, the Company hereby grants to the Town an option to repurchase the Property, subject to of all liens and encumbrances, other than Monetary Liens, judgments, and other encumbrances that did not exist as of the effective date of the acquisition of the Property by the Company, for the same consideration as the Company paid for the Property as stated in the Contract of Sale; provided, however, the Town may only exercise this option if the Company has failed to open a hotel consistent with the terms of this Agreement on or before the last possible date that could qualify as an Opening Date under the definition contained in Section I above. The Town may exercise its option by notifying the Company within sixty (60) days of the last possible date that could qualify as an Opening Date. The Town shall then consummate the repurchase within sixty (60) days after exercising its option, and that Company shall cooperate in the execution and delivery of all documents required for the Town to repurchase the Property. Prior to conveying the Property to the Town under the foregoing sentence, the Company must satisfy any Monetary Liens, judgments, or other encombrances on the Property that did not exist as of the effective date of the acquisition of the Property by Company. The Town may record a memorandum of option in the Clerk’s Office of the Circuit Court of Roanoke County, and any Monetary Lien, judgment, or other encumbrance applicable to the Property after the date of such recordation shall {00459840.DOCX } 7 be subordinate to the option granted herein. This option also shall be memorialized in the deed conveying the Property to the Company, which shall have the same effect as the aforementioned memorandum of option. Upon the Company’s satisfaction of the Targets contained in this Agreement, the Town shall execute and record an appropriate instrument terminating this repurchase option. C. After the hotel opens, and provided there is no other default by the Company as of the Opening Date, the Company’s failure to meet any annual Target will not constitute a default under this Agreement; provided, however, the Company will forfeit annual grant payments under Section III of this Agreement as provided below: a. If the Company: (i) fails to Maintain the required number of New Jobs as of any anniversary of the Opening Date through the Job Maintenance Performance Date; or (ii) fails to timely provide the Town and Authority with notice and evidence reasonably satisfactory to the Town and the Authority that demonstrates that the Company has Maintained the required number of New Jobs as of any anniversary of the Opening Date, which failure is not cured within thirty (30) days of written notice of such failure to the Company from either the Town or the Authority, then the annual grants under Section III of this Agreement for that year shall be reduced pro rata by the difference between the actual number of New Jobs the Company demonstrates it Maintained and the New Jobs Target. For example, if the Company demonstrates that it Maintained 5 New Jobs instead of 10 New Jobs, then the local grants under Section III of this Agreement would be reduced by 50%. The Company’s failure to Maintain the required number of New Jobs shall not require the repayment of prior Local Grant payments. Following the forfeiture of any annual payment (or any prorata portion thereof) under this paragraph, annual payments will resume (or be increased to the full amount) once the Company demonstrates that it has created and Maintained the required number of New Jobs as of an ensuing anniversary of the Opening Date. b. The Company’s failure to collect and remit to the Town a minimum of $100,000 in Transient Occupancy Tax Revenue annually will result in an equal reduction in the amount of annual Local Grant payments as stated in Section II of this Agreement. VI. Notices. Any notices required or permitted to be given under this Agreement shall be given in writing, and shall be deemed to be received upon receipt or refusal after mailing of same in the United States by First-Class U.S. Mail, certified, postage prepaid, or by customary commercial overnight courier (refusal shall mean return of certified mail or overnight courier package not accepted by addressee): {00459840.DOCX } 8 AUTHORITY OF ROANOKE COUNTY, VIRGINIA 5204 Bernard Drive Room 421 Roanoke, Virginia 24018 OFFICE 5204 Bernard Drive Fourth Floor Roanoke, Virginia 24018 Attn: Peter S. Lubeck, County Attorney If to the Town, to: TOWN OF VINTON, VIRGINIA 311 Pollard Street Vinton, Virginia 24179 Attn: Richard W. Peters, Jr., Town Manager With a copy to: TOWN ATTORNEY Spilman Thomas & Battle PLLC 310 First Street, Suite 1100 Roanoke, Virginia 24011 The addresses set forth in this section only may be amended by sending written notice to all other parties of a change of address, without need of signed amendment to this Agreement. VII. Miscellaneous. Indemnity. The Company agrees to indemnify, defend, and hold the Authority, the Town, and their officers, directors, and employees, free and harmless for and from any and all claims, causes of action, damages or any liability of any type, including reasonable attorneys’ fees, on account of any claims by or any injury or damage to any persons or property growing out of or directly or indirectly resulting or arising in any way out of any actions, omissions or activities of the Company or its agents, employees or representatives arising out of or connected in any way to any of the matters involved in this Agreement or its performance, including without limitation the Company’s performance or failure to perform under the Loan Agreement, Promissory Note, Restriction Agreement, and/or Deed of Trust. Integration. This Agreement, including the documents referenced herein, constitutes the full and complete understanding of the Parties respecting its subject matter, and any prior or contemporaneous agreements or understandings, written or oral, are hereby merged into and superseded by the provisions of this Agreement. This Agreement may only be amended or supplemented by a subsequent writing of equal dignity except where expressly set forth herein. This Agreement may not be assigned by a Party without the prior written consent of the other Parties. No covenants of officials. No covenant, agreement or obligation contained in this Agreement shall be deemed to be a covenant, agreement or obligation of any present or future director, officer, employee or agent of the Authority or the Town in his or her individual capacity, and neither Town officials nor the directors of the Authority nor any officer, employee or agent thereof executing this Agreement or any related instrument shall be liable personally on this Agreement or such instrument or be subject to any personal liability or accountability by reason of the execution and delivery thereof. No director, officer, employee or agent of the Authority or the Town shall incur any personal liability with respect to any other action taken by him or her pursuant to this Agreement {00459840.DOCX } 9 or the Industrial Development and Revenue Bond Act or any of the transactions contemplated hereby or thereby, provided he acts in good faith. Not a pledge of full faith and credit. Any obligation of the Town to pay, set aside, or otherwise appropriate funds for performance of this Agreement shall be construed to be subject to appropriation, and shall not be construed to be in derogation of Article VII § 10 of the Virginia Constitution. THE OBLIGATIONS OF THE AUTHORITY UNDER THIS AGREEMENT ARE NOT GENERAL OBLIGATIONS OF THE AUTHORITY BUT ARE LIMITED OBLIGATIONS PAYABLE SOLELY FROM THE REVENUES AND RECEIPTS DERIVED BY THE AUTHORITY FROM THE TOWN PURSUANT TO THIS AGREEMENT. THE OBLIGATIONS OF THE AUTHORITY AND THE TOWN HEREUNDER SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AUTHORITY AND THE TOWN. Rule of construction for dates. If any action is required to be performed, or if any notice, consent or other communication is given, on a day that is a Saturday or Sunday or a legal holiday in the Commonwealth of Virginia, such performance shall be deemed to be required, and such notice, consent or other communication shall be deemed to be given, on the first business day following such Saturday, Sunday or legal holiday. Unless otherwise specified herein, all references in this Agreement to a “day” or “days” shall refer to calendar days and not business days. Choice of law; Forum Selection. This Agreement shall be construed according to the laws of the Commonwealth of Virginia without regard to its principles of conflicts of laws. The Parties consent to exclusive venue and jurisdiction in any state court of competent jurisdiction in Roanoke County, Virginia or the United States District Court for the Western District of Virginia, Roanoke Division. Attorneys’ fees. The Parties agree that, except as specifically provided in this Agreement, if any Party pursues legal action to enforce the terms of this Agreement, the American Rule shall apply and each Party shall bear its own attorneys’ fees and expert costs and no fee shifting shall occur. Drafter & Severability. This Agreement has been jointly drafted by the Parties, and is to be construed as jointly drafted and not be construed against any of the Parties as the drafter. This Agreement is severable, and if any provision is found to be invalid by any court of competent jurisdiction, the remainder shall survive. The section and paragraph headings in this Agreement are for convenience of reference only and do not modify or restrict any provisions hereof and shall not be used to construe any provisions of this Agreement. Covenant of Authority. All Parties warrant that the signatories below have full authority, and have undertaken such legal actions as may be necessary to ensure such authority, to bind the entities of which they are representatives to the full extent permitted by law. Company agrees that, during the term of this Agreement, it shall not allow its existence to lapse or its authorization to transact business in the Commonwealth of Virginia to be revoked or cancelled at any time. This Agreement may be executed by facsimile, electronic or original signature of the parties and in counterparts which, {00459840.DOCX } 10 assuming no modification or alteration, shall constitute an original and when taken together, shall constitute one and the same instrument. Time of the Essence. Time is of the essence of all obligations set forth herein for which a time is stated. Waiver. The failure of any Party to this Agreement to insist upon strict compliance with any term herein shall not be construed to be a waiver of that requirement. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies upon any person, other than the Parties hereto and, subject to the restrictions on assignment herein contained, their respective successors and assigns. Assignment of Agreement. Any obligation under this Agreement may be assigned to a third party with the prior written consent of all Parties and upon such terms as may be set forth in such consents. Any such assignment, however, shall not relieve the Company from any of its obligations under this Agreement. Town Attorney approval. This Agreement has been approved as to form by the Town Attorney of the Town of Vinton, Virginia. Any amendment that is not approved as to form by the Town Attorney is void and of no force and effect. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be construed to be an original and production of all of which shall not be necessary to prove the contents of this Agreement. IN WITNESS WHEREOF, see the following signatures, of even date herewith: [SIGNATURES ON FOLLOWING PAGE] {00459840.DOCX } 11 TOWN OF VINTON, VIRGINIA: Richard W. Peters, Jr. Town Manager Approved as to legal form: _____ Jeremy E. Carroll Town Attorney ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA Chairman Approved as to legal form: ________________________________ Peter S. Lubeck Roanoke County Attorney, as Counsel for the EDA KARA Hospitality, LLC By: _____________________________