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Home My WebLink About10/19/2021 - Regular1 Vinton Town Council Regular Meeting Council Chambers 311 South Pollard Street Tuesday, October 19, 2021 AGENDA Consideration of: A. 6:00 p.m. - ROLL CALL AND ESTABLISHMENT OF A QUORUM B. MOMENT OF SILENCE C. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG D. UPCOMING COMMUNITY EVENTS/ANNOUNCEMENTS E. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA ITEMS F. CONSENT AGENDA 1. Consider approval of minutes of Regular Meeting of October 5, 2021 G. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS 1. Introduction of New Employees a. Community Programs – Chasity Barbour b. Planning & Zoning – Nathan McClung c. Public Works – Bo Herndon H. 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 I. PUBLIC HEARING 1. Consideration of public comments concerning the proposed conveyance of one- half (1/2) undivided interest in six parcels of real estate that are located in the Vinton Business Park to the Roanoke County Economic Development Authority in order to facilitate future conveyance of the Properties to interested purchasers. a. Open Public Hearing • Report from Staff – Town Manager • Receive public comments • Council discussion and questions b. Close Public Hearing c. Consider adoption of an Ordinance J. TOWN ATTORNEY K. TOWN MANAGER 1. BRIEFINGS a. Briefing on the Vinton Advisory Committee – Town Clerk b. Briefing on the Emergency Supplemental Historic Preservation Fund (ESHPF) Sub-Award Agreement and the Historic Preservation Agreement Deed for the Gish Mill Redevelopment project from the Virginia Department for Historic Resources (DHR) – Nathan McClung 2. ITEMS REQUIRING ACTION a. 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 The McDevitt Company 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 b. Consider adoption of a Resolution awarding a bid and authorizing the Town Manager to execute a contract with Frizzell Construction Company in an amount not to exceed $1,784,888.00 for the construction of the 3rd Street Pump Station – Cody Sexton 3. PROJECT UPDATES/COMMENTS L. REPORTS FROM COMMITTEES M. COUNCIL N. MAYOR O. ADJOURNMENT 3 NEXT COMMITTEE/TOWN COUNCIL MEETINGS: November 2, 2021 – 6:00 p.m. – Regular Council Meeting November 9, 2021 – 8:30 a.m. – Public Works Committee Meeting November 15, 2021 – 2:00 p.m. – Finance 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 October 19, 2021 Department Town Clerk Issue Consider approval of minutes of the Regular Meeting of October 5, 2021 Summary None Attachments October 5, 2021 minutes Recommendations Motion to approve minutes Town Council Agenda Summary 1 MINUTES OF A REGULAR MEETING OF VINTON TOWN COUNCIL HELD AT 6:00 P.M. ON TUESDAY, OCTOBER 5, 2021, IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING LOCATED AT 311 SOUTH POLLARD STREET, VINTON, VIRGINIA MEMBERS PRESENT: Bradley E. Grose, Mayor Sabrina McCarty, Vice Mayor Keith N. Liles Laurie J. Mullins Michael W. Stovall STAFF PRESENT: Pete Peters, Town Manager Cody Sexton, Assistant Town Manager Susan N. Johnson, Executive Assistant/Town Clerk Jeremy Carroll, Town Attorney Fabricio Drumond, Police Chief Anita McMillan, Planning & Zoning Director Bo Herndon, Public Works Director The Mayor called the regular meeting to order at 6:00 p.m. The Town Clerk Council Member Liles, Council Council Member Stovall, Vice Mayor McCarty and Mayor Grose present. Roll call After a Moment of Silence, Cody Sexton led the Pledge of Allegiance to the U.S. Flag. Under upcoming community events/ announcements, Vice Mayor McCarty announced the following: October 16 – 10:00 a.m.-2:00 p.m. - Arts & Craft Show - Farmers’ Market; October 23 – 10:00 a.m.-2:00 p.m. - Unique2- Pop Up Sale – Farmers’ Market; October 28 – Trick or Treating – 3-5:00 p.m. – Downtown; November 11 – Veteran’s Day and November 25-26 – for Thanksgiving. Vice Mayor McCarty made a motion to adopt the seconded by Council Member Liles and carried by the following vote, with all members voting: Vote 5- 0; Yeas (5) – Liles, Mullins, Stovall, McCarty, Grose; Nays (0) – None. Approved minutes of Regular Meeting of September 21, 2021; adopted Resolution No. 2454 appropriating funds in the amount of $2,864.56 received for scrap metal and a hydraulic oil settlement to the Public Works budget; adopted Resolution Garthright Bridge and adopted Resolution No. 2456 appropriating funds in the amount of $479.98 from the Revenue Account- Department Operating Budget Account- 2 Under awards, introductions, presentations and proclamations, the Town Manager first commented Roanoke County submitted an application to the Virginia Association of Counties (VACo) for the Roanoke County Town of Vinton Business District Revitalization Project Roanoke County was one of 30 that was chosen to receive the award. The application was based on the last five partnered on and did not include the hotel. The project represented impact and investment for and provided over 120 new jobs. notification was also received today International Economic Developers Council (IEDC) County for the same project submitted projects for those awards. The Mayor expressed appreciation to all Town staff for the hard work on this project and the partnership with Roanoke County. The next item on the agenda was a briefing on the transfer of title to six parcels of real estate in the Vinton Business Center from the Town of Vinton to Authority (“EDA”). The Town Manager commented ownership in the Vinton Business Center. Even though the County and Town are transferring title to the six remaining parcels to the EDA, both will still share in any revenues and the expenses Center and in all potential prospects. It is common practice for EDA’s governments. The Town Attorney commented on the Public Hearing the Town had recently to grant an easement over one of the parcels. Conveying the property will allow the EDA transactions in order to develop the property. We will advertise a Public Hearing and Council will take action on October 19, 2021. Roanoke County had their first reading today and will also take action 3 The next item on the agenda was to consider adoption of a Resolution appropriating funds from the ATF – Recoveries Restricted Cash Account in Projects Account to purchase 16 body-worn cameras and in-car cameras to include installation and accessories. the Police Department is working on an in-car camera upgrade which will include adding body- Department applied for and received grant funding in the amount of $48,663.00 from the Department of Criminal Justice Services (DCJS). Town Council also approved $100,000 in the FY 2022 budget to funding. The balance of the project will be taken spent on certain police expenses, but the use of the Council. Chief Drumond commented that this will create an eco-system between the radios, in- and the body-worn cameras. The in-car cameras, which are over 10 years old will be updated to have a much wider fish-eye lens to capture from corner to corner of the police vehicle and the prisoner compartment available to potentially capture degrees of a vehicle. The body-worn cameras are brand new technology and the V300 is completely new and will work with our current Motorola radios. are also Motorola. once the installation is complete. After comments from Council Member Stovall and the Mayor, Council Member Liles made a motion to adopt the Resolution as presented; the motion was seconded by Council Member Stovall voting: Vote 5-0; Yeas (5) – Liles, Mullins, Stovall, McCarty, Grose; Nays (0) – None. Adopted Resolution No. 2457 appropriating funds from the ATF – Recoveries Restricted Cash Account in the amount of $74,159.00 to the ATF Special purchase 16 body-worn cameras and in-car accessories The next item on the agenda was to consider Manager to execute a lease with VINDOS LLC. for a certa for the Vinton War Memorial located in the Town of 4 and held a Public Hearing at their September 21, 2021 meeting. Council Member Stovall made a motion to adopt the Resolution as presented; the motion was seconded by Council Member Liles Vote 5-0; Yeas (5) – Liles, Mullins, Stovall, McCarty, Grose; Nays (0) – None. Adopted Resolution No. 2458 authorizing the Town Manager to execute a lease with VINDOS LLC. for a certain lot lying to the rear of the former Vinton Branch Library on the southeast side of Meadows Street and below the storm water detention basin for Town of Vinton, Virginia The Town Manager expressed appreciation to Chief Drumond for submitting the application for the body-worn cameras and using AFT Forfeiture funds to meet the budget deficit and to the Town Attorney purchase. While we are waiting for the repairs to be made to the 3rd Street traffic signal, Chief Drumond and his staff have been visually monitoring the intersection during peak commuter hours to see if there are any adjustments that need to be made. Kimberly Hunter started yesterday in the Finance Department as the new Financial Analyst. Several departments will be introducing new employees to Council at their next meeting. The Gish Mill received pieces before work past five years--Roland E. Cook, Billy Byrd and the Mill. The Town received formal notice that we received the (FEMA) grant for flood hazard mitigation. The as $674,000 toward the project. Under reports from Council Committees, Anne Cantrell first commented that a upgrade will take place on October 18-20 and the office will be closed due to the fact they will not be Notices will be posted at the building, media and in The Vinton Messenger. This software will take the department from desktop to web-based software. 5 The Finance Committee met on September 27, 2021. They reviewed the July 31 statements, which do not contain a lot of trend data However, the revenue performance compared to last July had definitely improved. Ms. Cantrell next part of the agenda package. Comparing year over same, but the revenues have gone up in the $100- 200,000 Resolutions for the Body-Worn Cameras and In- Car Cameras, Scrap Metal and Oil, Garthright Bridge and Police Department Vehicle Repair were reviewed. The Committee also received an informal American Rescue Plan Act (ARPA) briefing on the A formal briefing will be given to Council at a later date. Vice Mayor McCarty made a motion to approve the July 31, 2020 Financial Report; the seconded by Council Member Mullins by the following vote, with all members voting: Vote 5-0; Yeas (5) – Grose; Nays (0) – None. Approved the July 31, 2021 Financial Report Under reports from Council Committees, Bo Committee which met on September 29, 2021. With regard to the 3rd Street Signal, a contract has been signed with Davis H. Elliott. They are about six to eight weeks out receiving the two-day process to get the signal repaired. AEP improvements along Hardy Road from By-Pass to the Town limits and if received, the estimates will be presented to the Committee at their next meeting. A pre-bid meeting was held on September 29, 2021 attendance. The bid opening will be on October 14, 2021. The SCADA system approximately two months ahead of schedule and as of today approximately 21% of the residential and 20% of the commercial meters installed. Completion date is still some time in the Spring. 6 With regard to the Shepherd Stormwater Infrastructure Repair Popular to Blair Street will be replaced receive the materials. Garthright/Gus-Nicks Bridge repair also be doing between four and six geo-technical bore testings a day on Mountain View Road and it will go out for engineering the end of November. the paving cont package this week and are targeting to go out to bid on October 11, 2021 for the Spring paving. The amount is approximately $420,000 and to have it awarded sometime in November. After about a year of doing bulk collection bi-weekly, we are at the point of running trucks every two weeks to keep up with the volume Individuals are still setting bulk out on non-bulk weeks and in order to help the Town look better, we starting on Monday, October 11, 2021. Two trucks will still be use on holidays. Council Member Liles communicate to citizens once the paving begins the reason why some areas near Mountain View Road reason for that. commented that we cannot spend ARPA money on Mountain View Road. Council Member Stovall announced his daughter is getting married this Saturday. Council projects, and the Fall Festival. Vice Mayor McCarty Roanoke and delivering lemonade for “Teller Appreciation Week”. commented The Mayor made comments on the recent opening of Tractor Supply and the Fall Festival. He Thoughts” community meeting 7 Roanoke County 200 Plan and the Route 24 Study. He encouraged citizens to attend these meetings because their input is important. The next item on the agenda was a request to convene in Closed Session pursuant to Section 2.2- amended, for discussion of the investment of public funds in the town-owned public initially, the town’s financial interest would be adversely affected and Section 2.2-3711 (A) (29) of discussion of the award of a new or amended public contract concerning the town- water system, where discussion in an open session position or negotiating strategy. Mullins Session; the motion was seconded by Vice Mayor McCarty members voting: Vote 5-0; Yeas (5) – Liles, Mullins Stovall, McCarty, Grose; Nays (0) – None. Council went into Closed Session at 6:56 p.m. At 8:15 p.m., the regular meeting reconvened and approved on motion by Council Member Stovall; seconded by Council Member Liles and carried by the following roll call Vote 5-0; Yeas (5) – Liles, Mullins, Stovall, McCarty, Grose; Nays (0) – None. Certification of Closed Meeting Council Member Liles made a motion to adjourn the meeting; the motion was seconded by Vice Mayor McCarty with all members voting: Vote 5-0; Yeas (5) – Liles, Mullins, Stovall, McCarty, Grose; Nays (0) – None. APPROVED: ________________________________ Bradley E. Grose, Mayor ATTEST: _____________________________________ Susan N. Johnson, CMC, Town Clerk Meeting Date October 19, 2021 Department Community Programs Issue Introduction of new employee Summary Chasity Barbour will introduce the new Administrative Assistant Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date October 19, 2021 Department Planning & Zoning Issue Introduction of new employee Summary Nathan McClung will introduce the new Associate Planner Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date October 19, 2021 Department Public Works Issue Introduction of new employee Summary Bo Herndon will introduce the new Facility/Inventory Manager Attachments None Recommendations No action required Town Council Agenda Summary Meeting Date October 19, 2021 Department Administration Issue Consideration of public comments concerning approving an Ordinance authorizing the transfer of title to six parcels of real estate in the Vinton Business Center from the Town of Vinton to the Roanoke County Economic Development Authority (“EDA”) Summary The Town currently owns one-half (1/2) interest in six parcels totaling approximately 71 acres in the Vinton Business Center. Four of these parcels are developable and being actively marketed for economic development purposes. Roanoke County owns the remaining one-half (1/2) interest in these six parcels. It has been the practice to first convey property to the EDA, allowing the EDA to convey the property to the economic development prospect. The Town and County have agreed to transfer the six parcels to the EDA in order to shorten the time period in concluding any economic development transactions. Roanoke County had a first reading of their Ordinance at their October 5, 2021 meeting with a second reading on October 19, 2021. A Notice of Public Hearing was advertised in The Vinton Messenger on October 14, 2021. Attachments Deed of Easement Ordinance Recommendations Conduct Public Hearing Motion to adopt Ordinance Town Council Agenda Summary {00432949.DOCX } 1 Prepared by: Peter S. Lubeck, VSB #71223 County Attorney Office of the County Attorney 5204 Bernard Drive Roanoke, VA 24018 Exemptions claimed: Grantors are exempted from recordation taxes and fees pursuant to §17.1-266, §17.1-279, §58.1-811(A)(3), and §58.1-811(C)(4), Code of Virginia (1950). Parcel Identification Nos. 071.07-03-01.00-0000; 071.07-03-02.00-0000; 071.07-03-03.00-0000; 071.07-03-04.00-0000; 071.11-01-01.00-0000; 071.11-01-01.02-0000; Property Owners: Roanoke County Board of Supervisors and Town of Vinton THIS DEED is made and entered into this ________ day of _______________ 2021, by and between the TOWN OF VINTON, a Virginia municipal corporation, and the BOARD OF SUPERVISORS OF ROANOKE COUNTY, a political subdivision of the Commonwealth of Virginia, (“Grantors”) and the ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA (“EDA”), a political subdivision of the Commonwealth of Virginia (“Grantee”). WITNESSETH: WHEREAS, Grantor Town of Vinton is the owner of one-half (1/2) undivided interest in the six parcels of real estate that are the subject of this Deed (the “Property”), which is commonly known as the Vinton Business Center; and WHEREAS, Grantor Board of Supervisors of Roanoke County is the owner of the remaining one-half (1/2) undivided interest in the same parcels; and WHEREAS, Grantor Town of Vinton approved the conveyance of its one-half (1/2) undivided interest in the Property by Ordinance adopted on October 19, 2021, following a public hearing; and {00432949.DOCX } 2 WHEREAS, Grantor Board of Supervisors of Roanoke County approved the conveyance of its one-half (1/2) undivided interest in the Property by Ordinance adopted on October 19, 2021, following a public hearing; and WHEREAS, Grantors each have the authority to execute this Deed of Conveyance; and WHEREAS, Grantors each desire to convey their one-half (1/2) undivided interest in the Property, and Grantee desires to receive the conveyance of the Property; NOW, THEREFORE, FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00), cash in hand paid by Grantee to Grantors, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantors do hereby bargain, sell, grant and convey with General Warranty and Modern English Covenants of Title to Grantee, all of the following lots or parcels of land lying and being in the Vinton Magisterial District, County of Roanoke, Commonwealth of Virginia, and more particularly described as follows: Lot 1 (consisting of 12.16 acres), the Detention Lot (consisting of 11.31 acres), Lot 2 (consisting of 18.53 acres), Lot 4 (consisting of 16.86 acres), Lot 5 (consisting of 8.54 acres), and Lot 6 (consisting of 4.47 acres) as shown on the attached “Exhibit A,” “Plat of Subdivision for Vinton Business Center, Property of Town of Vinton, Virginia, Vinton Magisterial District, The County of Roanoke, Virginia,” dated October 16, 2003, and sealed by David A. Perfater on November 14, 2003, and recorded in the Clerk’s Office of the Circuit Court of Roanoke County, Virginia on November 24, 2003, in Plat Book 27, Page 55 (Instrument Number 200329007), and further identified by the following Tax Parcel ID numbers: {00432949.DOCX } 3 BEING the same property of which the Town of Vinton conveyed a one-half (1/2) undivided interest to the Board of Supervisors of Roanoke County by deed dated December 29, 2006, and recorded in the Clerk’s Office of the Circuit Court of Roanoke County, Virginia on February 6, 2007, as Instrument Number 200701817; AND BEING a part of the same property conveyed to the Town of Vinton by deed from Donald D. McDonald and Sarah M. Wall, Executor and Executrix of the Estate of Carrie B. McDonald, dated December 19, 1986, and recorded in the Deed Book 1251, Page 234, in the Clerk’s Office of the Circuit Court of Roanoke County, Virginia. Grantors covenant and agree that the conveyance by each of them of their one-half (1/2) undivided interest in the Property to Grantee shall not affect their respective obligations under their Agreement dated August 16, 2006, concerning the Vinton Business Center, which Agreement shall remain in full force and effect despite the conveyance of the Property, nor shall it affect any other agreements between them which relate to the Vinton Business Center. This conveyance is made subject to all recorded easements, conditions, reservations, and restrictions now affecting the Property, including, but not limited to, the Vinton Business Center Development Guidelines and Protective Covenants. {00432949.DOCX } 4 Grantee joins this deed acknowledging its acceptance of the aforesaid covenants and its acceptance of the conveyance. WITNESS the following signatures and seals: SIGNATURE PAGES TO FOLLOW. {00432949.DOCX } 5 GRANTOR: TOWN OF VINTON __________________________________________ By: Richard W. Peters, Jr., Town Manager COMMONWEALTH OF VIRGINIA ) COUNTY OF ROANOKE ) to-wit: The foregoing instrument was acknowledged before me this ________ day of ____________________, 2021 by Richard W. Peters, Jr., Town Manager for the Town of Vinton, Virginia. My commission expires: ________________________ __________________________________________ Registration No. __________ Notary Public Approved as to Form: __________________________________ Town Attorney {00432949.DOCX } 6 GRANTOR: BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA __________________________________________ By: Daniel R. O’Donnell, County Administrator COMMONWEALTH OF VIRGINIA ) COUNTY OF ROANOKE ) to-wit: The foregoing instrument was acknowledged before me this ________ day of ____________________, 2021 by Daniel R. O’Donnell, County Administrator for the County of Roanoke, Virginia. My commission expires: ________________________ __________________________________________ Registration No. __________ Notary Public Approved as to Form: __________________________________ County Attorney {00432949.DOCX } 7 GRANTEE: ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY __________________________________________ By: Stephen A. Musselwhite Chairman COMMONWEALTH OF VIRGINIA ) CITY/COUNTY OF _________________ ) to-wit: The foregoing instrument was acknowledged before me this ________ day of ____________________, 2021 by Stephen A. Musselwhite, Chairman for the Economic Development Authority of Roanoke County, Virginia. My commission expires: ________________________ __________________________________________ Registration No. __________ Notary Public {00432949.DOCX } 8 EXHIBIT A 1 ORDINANCE NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, OCTOBER 19, 2021, AT 6:00 P.M., IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. ORDINANCE AUTHORIZING THE TRANSFER OF THE TOWN OF VINTON’S INTEREST THE TITLE TO THE REAL ESTATE IN THEVINTON BUSINESS CENTER FROM THE TOWN OF VINTON TO THE ROANOKE COUNTY ECONOMIC DEVELOPMENT AUTHORITY WHEREAS, the Town of Vinton (“Town”) and the Roanoke County Board of Supervisors (“Board”) each own one-half (1/2) undivided interest in six parcels of real estate that are located in the Vinton Business Park. Specifically, the parcels (the “Properties”) are: Tax Map No. Lot No. Acreage where Lot references refer to the “Plat of Subdivision for Vinton Business Center, Property of Town of Vinton, Virginia, Vinton Magisterial District, The County of Roanoke, Virginia,” dated October 16, 2003, and recorded in the Clerk’s Office of the Circuit Court of Roanoke County on November 24, 2003, in Plat Book 27, Page 55 (Instrument Number 200329007); and WHEREAS, the Town and Board on August 16, 2006, entered an agreement that sets forth their respective obligations regarding the Properties; and WHEREAS, the Properties in the Vinton Business Park are actively being marketed for economic development purposes; and WHEREAS, it has been proposed that the Town and Board each convey their one-half (1/2) undivided interest in the Properties to the Roanoke County Economic Development Authority (“EDA”) in order to facilitate any future conveyance of the Properties to interested purchasers; and WHEREAS, the Town is in agreement with this proposal; however, the Town and Board desire for their respective obligations under the August 16, 2006 Agreement to remain in full force and effect despite the conveyance of the Properties to the EDA; and 2 WHEREAS, the Town Council must comply with Virginia Code §§ 15.2-1800(B) and 15.2- 2100(A) in order to sell the Properties referenced herein and a public hearing was held on Tuesday, October 19, 2021, for public comment. NOW THEREFORE, BE IT HEREBY ORDAINED by the Council of the Town of Vinton, Virginia, that: 1. The Town Council hereby approves the Deed conveying the Town’s one-half (1/2) undivided interest in the above-referenced Properties in the Vinton Business Park to the Roanoke County Economic Development Authority, which deed shall be approved as to form by the Town Attorney. 2. Pursuant to the provisions of the Deed, the Town and the Board agree that the conveyance by each of them of their one-half (1/2) undivided interest in the Properties to the EDA shall not affect their respective obligations under their Agreement dated August 16, 2006, concerning the Vinton Business Center, which Agreement shall remain in full force and effect despite the conveyance of the Properties, nor shall it affect any other agreements between the Town and the Board which relate to the Vinton Business Center. 3. The Town Manager is hereby authorized, for an on behalf of the Town, to execute and attest, respectively, the necessary documents, including the Deed conveying the six parcels. 4. This ordinance shall take effect immediately upon passage. This Ordinance 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 Meeting Date October 19, 2021 Department Council Issue Briefing on the Vinton Advisory Committee Summary At the Council Strategic Planning Retreat on October 24, 2016, Council discussed the creation of a new Advisory Committee to be called the “Vinton Advisory Committee”. The purpose of this Committee would be to review the components of the Gainsharing Agreement. This Committee was established by Council at their November 16, 2016 meeting and 13 members were appointed to serve. Due to the fact that the Committee never held an organizational meeting, several of the members are no longer employed by the Town and the Gainsharing Agreement has now been replaced with an MOU dated April 9, 2019, Staff recommends that the Vinton Advisory Committee be dissolved. Attachments Minutes of October 24, 2016 Strategic Planning Retreat Vinton Advisory Committee Recommendations No action required Town Council Agenda Summary MINUTES OF A STRATEGIC PLANNING RETREAT OF VINTON TOWN COUNCIL HELD AT 8:00 A.M. ON MONDAY, OCTOBER 24, 2016, AT THE VINTON WAR MEMORIAL LOCATED AT 814 WASHINGTON AVENUE, VINTON, VIRGINIA. MEMBERS PRESENT: Bradley E. Grose, Mayor Matthew S. Hare, Vice Mayor Keith Liles Sabrina McCarty Janet Scheid STAFF PRESENT: Barry Thompson, Town Manager Susan N. Johnson, Town Clerk Pete Peters, Assistant Town Manager Donna Collins, Human Resources Director Joey Hiner, Public Works Director Anita McMillan, Planning & Zoning Director Anne Cantrell, Interim Finance Director Chris Linkous, Deputy Chief, Fire & EMS Mary Beth Layman, Special Programs Director Tom Foster, Police Chief Chasity Barbour, Facilities Manager Mike Faw, Deputy Director of Public Works, Utility Division OTHERS PRESENT: Allen Moyer Justin Davison Stephanie Brown -Mead Angie Chewning The Mayor opened the meeting and then turned the meeting over to the Town Manager. After the Town Manager commented on the purpose and expectations of the morning session, he turned the meeting over to Allen Moyer. Mr. Moyer gave a brief overview of the agenda and set the ground rules. The next item was the Group Session led by Pete Peters. Mr. Peters asked everyone to envision what they would like for the Town to look like in 15 years. Then Mr. Peters listed items that the participants indicated they would like to keep and items they would like to change. After a short break, the participants disbursed to another room where they were divided into groups of four at five tables. Prior to the Retreat, each participant was asked to prepare a SWOT (strengths, weaknesses, opportunities and threats) analysis. Each table was given a consolidated list of the SWOT analysis prepared by the members of their table and they were asked to rank as a group their top eight to ten in each category. The next exercise was for each table to share their top ranked items in each category (that were not duplicates) while Mr. Peters assigned them to one of six categories— Neighborhoods Community, Business Environment, Land -Use Development, Public Safety, Infrastructure & Facilities and Government/Administration. Then, participants were each given 12 dots and were asked to place their dots beside the items that they deemed most important. After the items were ranked in each of the six categories, the top three were selected (Gain Sharing, Under Developed Property and the Vinton War Memorial -Hotel Development) and participants listed tools that could be used to try and address each of these significant items in the Town. After a break for lunch, the afternoon session began at 12:30 p.m. The first item on the afternoon agenda was a presentation by Andrew Kassoff of EEE Consulting in Blacksburg entitled "Stormwater Compliance". A copy of the presentation is on file in the Town Clerk's Office and will be made a part of the permanent record. The next item on the agenda was a presentation by Joey Hiner of a virtual tour of the Town's utility systems followed by information on sinkhole/storm drain repairs in May, June, July, September and October of 2016 showing man-hours, equipment and material costs. A copy of the presentation is on file in the Town Clerk's Office and will be made a part of the permanent record. The next item on the agenda was a presentation by Anne Cantrell of the Vinton-Roanoke County Gainsharing Agreement. A copy of the presentation is on file in the Town Clerk's Office and will be made a part of the permanent record. Following discussion on the Gainsharing Agreement, Council requested that a committee to be called the "Vinton Advisory Committee" be established to begin a review of the components of the Gainsharing Agreement. The following individuals were recommended to be a part of the Committee: Bradley Grose, Mayor Janet Scheid, Council Member Anne Cantrell, Interim Finance Director Justin Davison Theresa Fontana, Town Attorney Tom Foster, Police Chief Joey Hiner, Public Works Director Chris Linkous, Deputy Chief, Fire/EMS Stephanie Brown-Meade Barry Thompson, Town Manager Sherri Winkler An individual from East Roanoke County The Town Clerk was directed to put this item on the November 1 st meeting for action by Council. Discussion was had regarding the number of rental properties in the Town. Pete Peters commented that he would investigate potential housing and home ownership grants and provide Council with an update on various options. Mr. Peters also suggested that he will request a meeting with several of the prominent rental property owners to see what steps the town might take to encourage these owners to make improvements to their properties to increase values and improve esthetics. After closing comments, the retreat was adjourned at 5:00 p.m. Bradley E. Grose, Mayor �N Susan N. Johnson, 2 12 VINTON ADVISORY COMMITTEE Vinton Advisory Committee – Meeting Schedule – Terms – Not applicable. Contact – Town Manager, (540) 983-0607 NAME ADDRESS INITIAL APPOINTMENT TERM EXPIRES COUNCIL ACTION Bradle Grose 407 Ara ona Drive 11/01/2016 n/a CM-11/01/2016 Janet Scheid 1453 Wolf Creek Drive 11/01/2016 n/a CM-11/01/2016 nne Cantrell 311 South Pollard Street 11/01/2016 n/a CM-11/01/2016 Justin Davison 1149 Ruddell Road 11/01/2016 n/a CM-11/01/2016 Theresa Fontana 415 South Colle e Avenue 11/01/2016 n/a CM-11/01/2016 Tom Foste 311 South Pollard Street 11/01/2016 n/a CM-11/01/2016 Joe Hine 804 3rd Street 11/01/2016 n/a CM-11/01/2016 Chris Linkous 120 West Jackson Avenue 11/01/2016 n/a CM-11/01/2016 Bruce Ma e 1106 East Washin ton venue 11/01/2016 n/a CM-11/01/2016 Stephanie Brown-Meade 2811 W cliffe Avenue, SW, Roanoke 11/01/2016 n/a CM-11/01/2016 Gar M ers 3314 Chestnut Mountain Circle 11/01/2016 n/a CM-11/01/2016 Barr Thompson 311 South Pollard Street 11/01/2016 n/a CM-11/01/2016 Sherri Winkle 814 Washin ton Avenue 11/01/2016 n/a CM-11/01/2016 Meeting Date October 19, 2021 Department Planning and Zoning Issue Briefing on the Emergency Supplemental Historic Preservation Fund (ESHPF) Sub-Award Agreement and the Historic Preservation Agreement Deed for the Gish Mill Redevelopment project from the Virginia Department for Historic Resources (DHR). Summary The attached agreements are in conjunction with the stabilization and repair work to be undertaken at the Gish Mill site as a part of the large revitalization of this historic structure. The grant amount of $250,000 will be utilized to complete the following tasks: •Structural design and engineering plans and reviews necessary for the flood recovery and rehabilitative work. •Historic documentation and application for inclusion in the National Register of Historic Places. •Hydrologic and hydraulic (H&H) study proving no-rise will occur in the flood heights. •Repair and stabilization construction work within the attach scope of work document. The preservation covenant (easement) agreement is recorded with the deed of the property for a minimum of twenty (20) years. This agreement allows for DHR to enforce the preservation of any historic resources that benefit from a funding source like the ESHPF grant program. Attachments 1. Sub-Award Agreement 2.Historic Preservation Agreement Deed 3. Gish Mill Stabilization and Demolition Plan (Scope of Work) Recommendations No action required Town Council Agenda Summary ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 1 of 22 SUB-AWARD AGREEMENT Between the Commonwealth of Virginia, Department of Historic Resources And Town of Vinton, Virginia THIS AGREEMENT is made this 1st day of August, 2021 between the Town of Vinton, Virginia (hereinafter referred to as the “Sub-Recipient”), and the Commonwealth of Virginia acting through the Virginia Department of Historic Resources (hereinafter referred to as “DHR”); WHEREAS, DHR has been awarded $4,766,723 in Emergency Supplemental Historic Preservation Funds (ESHPF) by the U.S. Department of Interior National Park Service (hereinafter referred to as “NPS”) on January 16, 2020 for the purpose of providing recovery assistance to historic properties damaged as a consequence of hurricanes Florence and Michael in Virginia (the Public Purpose); and WHEREAS, the Town of Vinton, Virginia has demonstrated the need to implement recovery efforts at the Gish Mill (hereinafter referred to as the Property), located at 350 Gus Nicks Boulevard, Vinton, Virginia 24179, and DHR wishes to make a Sub-Award to Sub-Recipient, and; WHEREAS, DHR administers the ESHPF Grant Program in Virginia, provides management of ESHPF Sub- Awards, and reviews and approves the Scope of Work (SOW) funded by the Sub-Award in partnership with Sub- Recipient, and; WHEREAS, Sub-Recipient is the legal owner of the Property, and; WHEREAS, by signing this Sub-Award Agreement, Sub-Recipient is assuring that they have the institutional, managerial, and financial capability to ensure proper planning, management, and completion of this project; NOW THEREFORE, by accepting this Sub-Award, Sub-Recipient hereby agrees to comply with all of the Stipulations contained herein, and in all attached Exhibits. FEDERAL AWARD AND SUB-AWARD IDENTIFICATION: Federal Funding Agency: United States Department of Interior National Park Service CFDA TITLE: Historic Preservation Fund Grants to Provide Disaster Relief to Historic Properties CFDA: #15.957 Federal Grant Project Title: Emergency Supplemental Historic Preservation Fund for Florence, Yutu, and Michael Federal Award Identification Number: P20AP00018 DHR DUNS #: 168762342 Other Identifying Number Assigned by DHR, t he Pass-Through Entity: 0000116490 Research & Development: No Sub-Award Project Title: Gish Mill Study and Stabilization Sub-Award Project Incident Period Start Date: September 8, 2018 Sub-Award Project Description: Grant funds will support the stabilization and repair of the Gish Mill that was damaged during Hurricanes Florence and Michael Sub-Recipient FEIN: 54-6001655 Sub-Recipient DUNS Number: 001574052 SAM.gov Unique Entity Identifier, if assigned: Federal Funds Obligated by This Action: $250,000 Total Amount of Federal Funds Obligated: $250,000 Nonfederal Matching Share: $0 Total Amount of Sub-Award including Matching Share: $250,000 Sub-Award Period of Performance: August 1st 2021 through March 30th, 2024 ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 2 of 22 STIPULATIONS A. PROGRAM SCOPE 1. Project Eligibility a. Funding is limited to projects in the counties and independent cities in Virginia that are eligible to apply for sub-awards for the recovery and repair of historic resources based on FEMA Disaster Declarations DR-4401 and DR-4411 associated with hurricanes Florence and Michael. b. Funding is limited to projects that address repair of damage to historic properties that are National Historic Landmarks (NHLs), registered in the National Register of Historic Places, or eligible for listing in the National Register of Historic Places. c. Repair of damages must be attributable to hurricanes Florence and/or Michael. d. Project costs incurred from the Hurricane Florence or the Hurrica ne Michael incident start dates are eligible to be reimbursed provided they are documented to the standards defined in the Historic Preservation Fund Grant Manual. e. Projects must substantially mitigate storm disaster threats and include steps to mitigate fu ture damage. f. Projects under the eligible program areas as defined by the National Historic Preservation Act include: Administration, Development, National Register, Planning, Survey and Inventory, and Review and Compliance. B. COMPLIANCE WITH SECTION 106 OF THE NATIONAL HISTORIC PRESERVATION ACT Pursuant to Section 106 of the National Historic Preservation Act, DHR will act on behalf of NPS for this Emergency Supplemental HPF grant assistance and will initiate consultation and complete the consultation process stipulated in the regulations issued by the Advisory Council for Historic Preservation (ACHP) in 36 CFR 800 prior to the commencement of all grant-assisted construction, ground disturbance or project planning. DHR will initiate and carry through the Section 106 review process and provide documentation of its review to NPS. DHR will consider effects to historic properties in reviewing all applications. Using these grant funds on projects that cause adverse effects is expressly prohibited. C. PROJECTS CANNOT CLAIM POTENTIAL TAX CREDITS Work performed under this grant program may impact other work approvals and cannot be claimed for potential tax credits. Work approved under this grant shall in no way inhibit or preclude others from applying for federal assistance through other programs overseen or reviewed by NPS, such as the Federal Historic Preservation Tax Incentive for Income Producing Structures. It shall be understood that approvals through this grant funding are not transferable to other NPS or NPS sponsored programs. D. GRANT MANAGEMENT 1. DHR Grant Project Management It is anticipated that involvement will be limited to actions by DHR staff as follows. DHR will: a. Conduct administrative and technical review of the project. b. Provide Sub-Recipient with guidance on preparing documents to ensure compliance with all mandatory Historic Preservation Fund (HFP) Grant Program requirements. c. Monitor progress through review of written reports to be submitted by Sub-Recipient and through meetings with Sub-Recipient at DHR’s office, on-site, or at a mutually agreeable location. DHR staff may also take any such photographs, before, during, or after completion of the project work, as deemed necessary to document the work conducted under the grant. All photographs may be used by DHR in reporting on or about the Project to the NPS and/or to the public. 2. Project Progress Reporting In order for DHR to meet NPS Reporting Requirements, Sub-Recipient shall submit to DHR: a. Interim Project Performance and Financial Reports using the Invoice Form and Interim Progress Report provided (Exhibits A1 and A2) on or before: First Report Period from start of subaward period (8/1/2021) through 12/30/2021 Report is due on 1/17/2022 ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 3 of 22 for Reporting Period 1/1 through 3/30/2022 Report is due on 4/17/2022 for Reporting Period 4/1 through 6/30/2022 Report is due on 7/17/2022 for Reporting Period 7/1 through 9/30/2022 Report is due on 10/17/2022 for Reporting Period 10/1 through 12/30/2022 Report is due on 1/17/2023 for Reporting Period 1/1 through 3/30/2023 Report is due on 4/17/2023 for Reporting Period 4/1 through 6/30/2023 Report is due on 7/17/2023 for Reporting Period 7/1 through 9/30/2023 Report is due on 10/17/2023 for Reporting Period 10/1 through 12/30/2023 Report is due on 1/17/2024 for Reporting Period 1/1 through 3/30/2023 Report is due on 4/17/2024 Final Performance and Financial Reports Report is due on 6/30/2024 b. Final Performance and Financial Reports summarizing the project work and its cost are due on or before 6/30/2024 for Final Reporting Period End Date of 3/30/2024. 3. Communications Sub-Recipient shall address any communication regarding the Agreement to ESHPF Grant Supervisor, DHR at 2801 Kensington Ave., Richmond, Virginia 23221. The Sub-Recipient agrees to maintain close liaison with DHR throughout the project period of performance. DHR reserve s the right to request meetings, upon reasonable notice, with Sub-Recipient project staff at intervals during the course of the project work. The Sub-Recipient agrees to promptly notify DHR should any of the following conditions become known to it: a. Problems, delays, or adverse conditions that will materially affect the ability of the Sub-Recipient (or its subcontractors, if any) to attain project objectives, prevent the project from meeting planned timetables, or preclude the completion of approved work; b. The need for adjustment (revision) to the project budget; and c. The lack of non-federal matching share to meet requirements of this Grant Agreement (if applicable). d. The inability of the Sub-Recipient to expend the awarded funds within the grant period of performance; e. Or the ability of the Sub-Recipient to properly manage the grant funds. 4. Unique Identifier and System for Award Management Pursuant to 2 CFR Part 25, Universal Identifier (DUNS) and System for Award Management (www.SAM.gov), unless an applicant is exempt under 2 CFR 25.110 no applicant may receive a Sub-Award unless it has provided its unique entity identifier to the Federal Award Recipient that is passing thru the funds (in this case, DHR). Also, please note the applicant must be registered in SAM prior to submitting an application. Please note: in order to receive federal financial assistance it is required that the awarded Sub- Recipient maintain their registration in SAM; failure to maintain registration may impact federal reimbursement requests. 5. Reporting Sub-Awards and Executive Compensation DHR must report all Sub-Award and executive compensation data pursuant to the Federal Funding Accountability and Transparency Act (FFATA) of 2006 and associate amendments (P.L. 109 -282, as amended by section 6202(a) of P.L. 100-252 (see 31 U.S.C. 6101 note)). For Executive Compensation Reporting, DHR must report the names and total compensation of each of the Sub-Recipient’s five most highly compensated executives for the Sub-Recipient’s preceding completed fiscal year, if: a. In the Sub-Recipient’s preceding fiscal year, the Sub-Recipient received 80 percent or more of its annual gross revenues from Federal procurement contracts, subcontracts, and/or Federal financial assistance awards; and, b. $25,000,000 or more in annual gross revenues from Federal procurement contracts, subco ntracts, and/or Federal financial assistance awards; and, c. The public does not have access to information about the compensation information of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue code of 1986. See FFATA 2(b)(1); and, ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 4 of 22 d. The Sub-Recipient must report required information to DHR via the DHR Sub-grant Application Financial Certifications and Questionnaire Form as part of the sub-grant application submission, and such submission is hereby a part of this Sub-Award Agreement. E. SUB-AWARD STATEMENT OF WORK 1. Scope of Work, Schedule and Budget See Exhibit D 2. Secretary of the Interior’s Standards The Scope of Work is to be performed in accordance with the Secretary of the Interior’s Standards and Guidelines for Historic Preservation and Archeology . 3. Expenditure of Grant Proceeds Sub-Recipient shall expend the Sub-Award in accordance with the Project Budget outlined in Exhibit D. Costs incurred on or after the incident period start date may be eligible for reimbursement. In accordance with 2 CFR 200.458, such costs are allowable only to the extent that they would have been allowable if incurred after the date of the Federal award and only with the written approval of the NPS. All Project costs must be incurred by Sub-Recipient on or before March 30 2024. All Project costs must be submitted to DHR for reimbursement by April 30, 2024. The Final Reimbursement Request Due Date is prior to the Final Reporting Due Date to allow ample time for processing reimbursements thru DHR’s Financial System prior to the Final NPS Reconciliations and Reporting. Project expenses incurred or submitted to DHR after these dates shall not be eligible for reimbursement from Grant proceeds. If the Project is completed for an amount less than the Project Budget, the amount of the Grant will be reduced and DHR will not request the funds of NPS. Please note: All changes to the Scope of Work, Project Schedule, Project Budget, Primary Contractor, Primary Engineer, Primary Architect, and Project Completion Date, shall require the prior written consent of DHR, and NPS. 4. Sub-Award Project Period of Performance The project Period of Performance for this Sub-Award begins on August 1, 2021 and ends no later than March 30, 2024. All project work carried out under this grant must be: completed within this time frame, be an approved pre-award cost (see E3 above) or be completed during an approved extension to the grant end date. DHR, with the concurrence of the NPS, may grant an extension to the Period of Performance end date if Sub - Recipient has been actively pursuing the completion of the project, but where completion is delayed due to situations beyond control of the Sub-Recipient. Please note: Extensions to the Period of Performance are not guaranteed, but may be permissible, providing they are requested in writing at least forty-five (45) days prior to the approved project end date. F. SUB-AWARD OBLIGATIONS 1. Sub-Recipient’s Financial and Insurance Responsibilities a. Sub-Recipient confirms it is the legal owner of the Historic Property as warranted by the copy of the deed to the Property attached as Exhibit E. b. Sub-Recipient confirms it has an adequate accounting system and auditing procedures to provide effective accountability and control of property, funds, assets sufficient to meet audit requirements, and to produce the invoices and financial reporting required by DHR and the NPS, or commits to procure such services prior to the date of project initiation. Please note: The cost to hire an independent accountant is an eligible and encouraged administrative expense under this grant agreement, and may be included in the approved budget. Please notify DHR if a line-item budget adjustment is required to accommodate this line item. c. Sub-Recipient certifies by signature of this Sub-Award Agreement that there is no overlap in Federal Funding in terms of activities, costs, or time commitment of key personnel, including any application that was submitted for funding consideration to any other potential funding source – Federal or non-Federal. ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 5 of 22 d. Sub-Recipient is responsible for reviewing and complying with relevant 2 CFR 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Final Rule. e. Sub-Recipient is responsible, also, for following policies found in the Historic Preservation Fund Grant Manual available through at https://www.nps.gov/preservation- grants/manual/HPF_Manual.pdf f. All costs submitted for payment under this Sub-Award must be necessary and reasonable to accomplish the project work described Exhibit D, have been incurred during the approved project period of performance, and meet the requirements of this Sub-Agreement. Sub-Recipient must have sufficient funds to initiate project work, and must submit requests for reimbursement of costs associated with approved work. Refer to OMB 2 CFR 200 Subpart E for Determination of Allowable Costs. g. Please note: Sub-Recipient shall purchase, maintain and confirm to DHR that it has liability insurance or demonstrate present financial resources in an amount sufficient by the Government to cover claims brought by third parties for death, bodily injury, property damage, or other loss resulting from one or more identified activities carried out in connection with this Sub-Award Agreement. h. The Sub-Recipient hereby agrees to indemnify the Federal government, and the NPS from any act or omission of the Sub-Recipient, its officers, employees, members, participants, agents, representatives, or agents as appropriate: (1) against third party claims for damages arising from one or more identified activities carried out in connection with this financial assistance agreement and (2) for damage or loss to government property resulting from such an activity. This obligation shall survive the termination of this Agreement. i. The Sub-Recipient hereby agrees to provide worker’s compensation protection to the Sub- Recipient, its officers, employees, and representatives. j. The Sub-Recipient hereby agrees to cooperate with the NPS in the investigation and defense of any claims that may be filed with the NPS arising out of the activities of the Sub-Recipient, its agents, and employees. 2. Travel Costs Travel costs incurred must be considered reasonable and otherwise allowable only to the extent such costs do not exceed charges normally allowed by the Sub-Recipient in its regular operations as the result of the Sub-Recipient’s written travel policy. If the Sub-Recipient does not have written travel policies established, the Sub-Recipient and its contractors shall follow the travel policies in the Federal Travel Regulation, and may not be reimbursed for travel costs that exceed the standard rates. All charges for travel must conform to the applicable costs principles. 3. Administrative and Indirect Costs The federally-negotiated indirect rate plus administrative costs to be applied against this agreement, by statue 54 U.S.C. 302902, shall not exceed 25% of the total budget. Administrative costs are defined as: Allowable, reasonable, and allocable costs related to the overall management of activities directly related to finance, general administrative salaries and wages and other “overhead” functi ons not directly attributable to specific program areas identified in the Sub-Award Agreement. Whether applied directly or by indirect cost rate, indirect costs will not be allowable charges against the award unless specifically included as a line item(s) in the approved budget incorporated into this Sub- Award Agreement. A proposed Indirect Cost Rate (IDCR) must meet the requirements of 2 CFR Part 200 including its Appendixes as applicable. If the has never had a Federally-Approved, Negotiated Indirect Cost Rate Agreement it may request approval to charge a 10% de minimis rate as defined in 2 CFR 200.414 paragraph (f). If chosen, this methodology once elected must be used consistently for all Federal awards until the Sub-Recipient chooses to negotiate for an approved federally recognized indirect cost rate with the Federal Government. A Federally Negotiated IDCR Agreement or De Minimis IDCR Certification must be submitted to DHR if a rate is applied to this Sub-Award; otherwise, indirect costs applied by an IDCR will be disallowed. If the Sub-Recipient opts for the 10% de minimis rate and does not currently have a completed/signed De Minimis I DCR Certification; DHR can provide one for completion. ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 6 of 22 4. Insufficient Funds If the funds awarded under this Agreement prove insufficient to complete the specific tasks described in Exhibit D, Sub-Recipient must pursue one of the following courses of action: a. Request a reduction in the scope of the project described in Exhibit D, which must be approved by both DHR and the NPS; or b. Provide another source of funding in order to complete the work outlined in Exhibit D in accordance with all terms of this Sub-Award Agreement. 5. Lobbying Prohibition None of the funds awarded through this grant program may be used to process any grant or contract documents that do not include the text of 19 U.S.C. 1913 prohibiting lobbying with appropriated funds. Recipients shall not use any part of the appropriated funds for any activity or for the publication or distribution of literature that in any way tends to promote public support or opposition to any legislative proposal on which Congressional action is not complete. See 43 CFR 18 “New Restrictions on Lobbying . 6. Procurement Please note: The use of state and/or federal funds requires an open bidding process. Contractors or any person or entity being paid for services with the grant funds cannot be pre‐selected. Failure to comply with this Stipulation will jeopardize Sub-Recipient’s ability to apply for and receive future Federal assistance. The consultant/contractor(s) must have requisite experience and training in historic preservation to oversee the project work. All consultants and contractors must be competitively selected and documentation of this selection must be maintained by the Sub-Recipient and be made readily available for examination by the NPS Grant Awarding Official. Federal contracting and procurement standards can be found in 2 CFR 200.318- 200.326. Pursuant to Execute Order 12432 it is national policy to award a fair share o f contracts to small and minority firms. NPS is strongly committed to the objectives of this policy and encourages all grant recipients to take affirmative steps to ensure such fairness. Positive efforts shall be made by Sub-Recipient to utilize small business, minority-owned firms, and women’s business enterprises, whenever possible. Sub-Recipient may not hire contractors or any person or entity that have been debarred from working on federal contracts to carry out work on federal grants. Sub-Recipient shall review and sign appropriate Non- Construction or Construction assurances; see OMB Circular 2CFR200. 7. Matching Share Funding for the ESHPF Grant Program does not require cash match, however, any funding provided by the Sub-Recipient that is specific to the approved project budget must be reported to DHR so that an accurate accounting of the project total costs can be obtained. 8. Risk Assessment In accordance with 2 CFR 200.331 (b), DHR must evaluate Sub-Recipient’s risk of non-compliance with Federal statutes, regulations, and the terms and conditions of the Sub-Award for purposes of determining the appropriate level of Sub-Recipient monitoring and specific Sub-Award conditions, if any, to be incorporated into this agreement at either original execution or by modification. To assist with the risk assessment process the Sub-Recipient must report required information to DHR via the DHR Sub-grant Application Financial Certifications and Questionnaire Form as part of the sub-grant application submission, and such submission is hereby a part of this Sub-Award Agreement. 9. Reimbursement of Project Costs and Close Out Requirements Reimbursement is by check or electronic deposit (EDI). EDI must be established with the Commonwealth of Virginia prior to making the first reimbursement request, which may require several weeks. Reimbursement requests may be submitted to DHR with each Interim Project Progress Report on the reporting schedule described in Stipulation A2. If needed, reimbursement requests may be submitted more often but no more frequently than once a month. The processing of reimbursement requests is subject to the availability of grant funds from the NPS. Federal funds will be transferred via the Commonwealth of Virginia’s approved processes. Sub-Recipient may request reimbursement for costs incurred and paid for related to any approved, completed project work. Sub-Recipient must use the Program Invoice Form (Exhibit A1) when submitting requests for reimbursement of costs to DHR. DHR staff will review the request for payment to ensure that the costs meet the following criteria: ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 7 of 22 a. The work for which payment is being requested is included in Exhibit D. b. The work was incurred within the Period of Performance of this Sub-Award Agreement, or any approved extensions. c. The work is consistent with the Secretary of the Interiors Standards and/or Guidelines. Please note: Sub-Recipient is required to provide DHR with documentation to support all expenditures, including any applicable matching share. Examples of approved financial documentation may include copies of purchase orders; paid invoices indicating approval for payment; cancelled checks or financial reports with check date, check number and amount paid; supplier statements indicating account paid in full, etc. In short, financial documentation should clearly indicate that general accepted accounting principles plus state and federal procurement requirements were followed. Once the project is complete, a close‐out package including a financial report must be submitted to DHR. For Pre‐development/Planning projects, a copy of the final report/product must be sent to DHR for review and approval. For Development/Construction projects, a final site visit is required. Once all final reports and inspections (where applicable) are completed to acceptable standards DHR will authorize the final grant payment. 10. Records Retention Sub-Recipient must keep accurate records of all expenses associated with this grant for a minimum of three years (3) from the Project End Date, and henceforth until any issues related to the grant or the grant project have been resolved to the satisfaction of DHR and/or NPS. Sub-Recipient shall agree to furnish information to DHR and/or NPS upon request sufficient to make a determination of the eligibility of the project scope of work and specific project costs. Sub-Recipient must respond to such a request by providing the documentation to DHR and/or NPS within thirty (30) days. The financial information, and supporting documents, or other records pertinent to this grant which are contained in DHR files are subject to requests under Virginia’s Freedom of Information Act (FOIA). Refer to 2 CFR Part 200.333-200.337 for Retention and Access to Records Requirements. 11. Financial Audit Sub-Recipient shall obtain an audit of grant expenditure records in accordance with OMB 2 CFR Chapter I, Chapter II, Part 200, et al. - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Final Rule. Section 200.501 requires a Single Agency Audit if Sub- Recipient expends at least $750,000 of Federal grant funds (from all sources) in a fiscal year. Section 200.512 Report Submission requires publication of Single Audit Reports online in the FAC – Federal Audit Clearinghouse. https://harvester.census.gov/facweb/ a. Non-Federal entities that expend less than $750,000 for a fiscal year in Federal awards are exempt from Federal audit requirements for that year, but records must be available for review or audit by appropriate officials of NPS, DHR and General Accounting Office. Audits shall be conducted by an independent auditor in accordance with generally accepted government audit standards covering financial audits. Additional audit requirements applicable to the Agreement are found at 2 CFR Part 200, Subpart F, as applicable. The Sub-Recipient must report this information to DHR via the DHR Sub-grant Application Financial Certifications and Questionnaire Form as part of the sub-grant application submission, and such submission is hereby a part of this Sub-Award Agreement. 12. Auditors Access to Records The Secretary of the Interior and the Comptroller General of the United States, or any of their duly authorized representatives, shall have access for the purpose of financial or programmatic audit and examination to any books, documents, papers, and records of Sub-Recipient that are pertinent to the grant at all reasonable times and Sub-Recipient must maintain the property, personnel, financial, procurement and other records and accounts pertinent to the funds awarded by this grant in accordance with 2 CFR 200.333-200.337. Sub-Recipient and its contractors will permit on-site inspections by DHR and/or NPS representatives, and will furnish such information as, in the judgment of DHR and/or NPS representatives, may be relevant to a question of compliance with grant conditions and directives on the effectiveness, legality, and achievements of project work. 13. Equipment Purchases Exceeding $5,000 Prior to the expenditure of Sub-Award funds, Sub-Recipient must submit to DHR a request for written NPS authorization for any equipment purchase with an individual unit cost of more than $5 ,000. Sub-Recipient ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 8 of 22 must maintain a property inventory record and comply with the property management requirements of OMB 2 CFR 200.310 through 200.316 (as codified in 43 CFR 12.71-73) and the HPF Grants Manual, Chapter 19, for all equipment purchased with Grant Program funds. 14. Notices All notices, requests, approvals, and consents of any kind made pursuant to this Sub-Award Agreement shall be in writing or through email. Any such communication, unless otherwise specified, shall be deemed effective as of the date it is mailed/emailed, postage prepaid, addressed as follows: Communications to DHR shall be mailed or emailed to: ESHPF Grant Program Coordinator Virginia Department of Historic Resources 2801 Kensington Ave. Richmond, VA 23221 caitlin.sylvester@dhr.virginia.gov Communications to Sub-Recipient shall be mailed or emailed to: Nathan McClung, Assistant Planning and Zoning Director Town of Vinton 311 South Pollard Street Vinton, VA 24179 540-283-7009 NMCCLUNG@vintonva.gov D. GRANT CONDITIONS AND GENERAL PROVISIONS 1. All work performed under this grant will be in accordance with the Standards and Guidelines for Archaeology and Historic Preservation (collectively referenced as the Standards) https://www.nps.gov/subjects/historicpreservation/standards.htm 2. This Sub-Award Agreement includes the following signed documents in addition to restatements and/or clarifications of certain provisions as described in this Sub-Award Agreement : a. SF-424B Assurances – Non-construction Programs b. SF-424D Assurances – Construction Programs c. SF-LLL Disclosure of Lobbying Activities d. Federally Negotiated IDCR Agreement or De Minimis IDCR Certification to support the Indirect Cost line item included in the approved budget incorporated into this Sub-Award Agreement e. DHR Sub-Award Application Financial Certifications and Questionnaire Form. 3. Preservation Covenant (Easement) Sub-Award Recipient awarded funds for the physical preservation (construction/development) of a historic property shall sign a Preservation Covenant (Easement) with the DHR. The term of the covenant must follow the guidance in the HPF Manual - Chapter 6 from the end date of this sub-award agreement. The covenant must be executed by registering it with the deed of the property. A photocopy of the executed covenant/easement, stamped registered with the deed, must be submitted to the NPS ATR prior to the end o f the award period of performance and final drawdown of funding. The Preservation Covenant (Easement) obligates the Sub-Recipient, at minimum, to: a. Allow DHR to enforce the preservation of any historic resources benefitted from the funding provided by this Sub-Award; b. Ensure that a public benefit is derived from the expenditure of public funds; c. Not perform any work on the property other than routine maintenance without the prior written consent from DHR; d. Keep and maintain the property in reasonably good order, condition and repair in accordance with the Standards. ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 9 of 22 e. Not alter or change the use of the property without prior written consent from DHR; f. Maintain insurance on the property for the duration of the Preservation Covenant (Easement) (see below for timeframes); and g. Not sell, lease or otherwise convey the property, in whole or in part, without written approval of DHR. For properties that are sold which have met the conditions of this stipulation, the Preservation Covenant (Easement) shall be concluded. The duration of the Preservation Covenant (Easement) is determined by the amount of grant funds actually received to complete the project in accordance with the following schedule:  Grant of $0 to $25,000 = 5 years minimum  Grant of $25,001 to $50,000 = 10 years minimum  Grant of $50,001 and above = 20 years minimum 4. Preservation Covenant (Easement) Monitoring After project completion and continuing throughout the term of the Preservation Covenant (Easement), DHR will contact Sub-recipient on at least a yearly basis in order to monitor adherence to its terms and will use the Baseline Documentation completed at the end of the Period of Performance for this grant as a guide to changes in the property. Sub-recipient must respond to any written requests for information, consult with DHR staff on any construction work that is intended, and must provide DHR staff with access to the Historic Property for occasional, pre-scheduled site visits, or to review proposed project work. Non-compliance or violation of the terms of the Preservation Covenant (Easement) may be cause for legal action. Please Note: If the Historic Property is sold or transferred during the term of the Preservation Covenant (Easement), it is Sub-Recipient’s responsibility to inform DHR of the impending sale, and to inform the buyers or transferees about the terms and conditions of the Preservation Covenant (Easement). 5. Sub-Recipient Contractual Responsibilities Any material changes to project plans during the course of the project must be approved by DHR and NPS in writing in advance. 6. Funding Acknowledgement Sub-Recipient must acknowledge the Federal funds received in support of the Project in all articles, news releases, public announcements, publications, web site pages, or audio -visual materials related to the project. The acknowledgement should indicate that the funding source is the U.S. Department of the Interior, National Park Service, and in Virginia, by the Department of Historic Resources. 7. Publications and Publicity Publications in any format about this project must acknowledge the grant assistance provided by the ESHPF Grant Program. Sub-Recipient shall: a. Agree to post in a publically visible area of the project (provided it be secure from risk of theft) the project sign provided by DHR, and shall agree to maintain the sign in such a position for the duration of the project period of performance. b. Provide one printed and one digital copy of the publication to DHR within 30 calendar days of publication. c. Include the following disclaimer in all publications: This material is based upon work assisted by a grant from the Department of the Interior, National Park Service. Any opinions, findings, and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the Department of the Interior or the National Park Service. d. Inform all consultants hired by Sub-Recipient of this requirement. e. Produce a press release describing the project that acknowledges the Department of the Interior, NPS as the source of project funding, and submit the release to DHR and the Department of the Interior, NPS. f. Notify DHR, the Department of the Interior and the U.S. Department of Transportation, and Congressional or other Federal officials of any public ceremonies planned to publicize the project or its results in a timely enough manner so that they can attend if desired. g. Acknowledge that that NPS retains intellectual property rights to the deliverables produced as a result of this grant funding. The Sub-Recipient must grant the United States of America a ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 10 of 22 royalty-free, non-exclusive and irrevocable license to publish, reproduce and use, and dispose of in any manner and for any purpose without limitation, and to authorize or ratify publication, reproduction or use by others, of all copyrightable material first produced or composed under this Agreement by the Sub-Recipient, its employees or any individual or concern specifically employed or assigned to originate and prepare such material. 8. Non-discrimination Policy Statement All publications or videos concerning activities assisted by the Sub-Award shall include a statement of the Department of the Interior’s non-discrimination policy. This statement shall read as follows: This program receives Federal financial assistance for identification and protection of historic properties. Under Title VI of the Civil Rights Act of 196 4, Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, as amended, the U.S. Department of the Interior prohibits discrimination on the basis of race, color, national origin, disability or age in its federally assisted programs. If you believe you have been discriminated against in any program, activity, or facility as described above, or if you desire further information, please write to: Chief, Office of Equal Opportunity Programs United States Department of the Interior 1201 I Street, N.W., 5th Floor, ORG Code 2652 Washington, D.C. 20005 9. Compliance This Sub-Award is subject to compliance with the National Environmental Policy Act (NEPA) and Section 106 of the National Historic Preservation Act of 1966, as amended (hereinafter referred to as the “NHPA”). [Note: The regulations for determining adverse effects on historic properties are found in 36 CFR 800.5.] Sub-Recipient must cooperate with DHR by providing information on the project and on any changes in scope including those in which unanticipated ground disturbance may impact archaeological resources. If an adverse effect to the Historic Property occurs during the course of the project, Sub-Recipient must consult with DHR and the NPS and seek ways to resolve the adverse effect. If the adverse effect cannot be resolved, DHR in consultation with the NPS may determine that the circumstances justify granting assistance under this Agreement despite the adverse effect created. However, if Sub-Recipient intentionally adversely affects the Historic Property, the grant assistance will be terminated and DHR may take legal action to recover any Federal funds already disbursed . Sub-Recipient must also comply with Section 110(k) on the National Historic Preservation Act. If DHR determines that Sub-Recipient has carried out demolition and/or intentionally significantly adversely affected a historic property related to this Sub-Award in anticipation of the requirements of Section 106 as detailed above, Sub-Recipient will be in default, and DHR will seek immediate re-payment of any funds previously paid to Sub-Recipient. 10. GIS Data Standards Geospatial data gathered using grant funds must comply with the NPS cultural resource GIS data standards. Template data transfer standards can be found at the NPS Cultural Resource GIS Facility webpage: https://www.nps.gov/crgis/crgis_standards.htm. Technical assistance to meet the NPS Cultural Resource Spatial Data Transfer Standard specifications will be made available if requested. 11. Unanticipated Discovery Protocols In the event of an unanticipated discovery of a historic resource, Sub-Recipient or its contractor or subcontractor shall immediately stop construction in the vicinity of the affected historic resource and take reasonable measures to avoid and minimize har m to the resource until DHR, Sub-Recipient and Indian Tribes, as appropriate, have determined a suitable course of action within fifteen (15) calendar days. With the express permission of DHR, Sub-Recipient may perform additional measures to secure the jobsite if Sub- Recipient determines that unfinished work in the vicinity of the affected historic property would cause safety or security concerns. 12. Governing Law This Sub-Award Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without regard to the conflict of law principles thereof. The parties hereby ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 11 of 22 consent and submit to the exclusive jurisdiction and venue of any state or federal court located in the Commonwealth of Virginia. 13. Assignment Sub-Recipient will not assign any interest in this grant and shall not transfer any interest (whether by assignment or notation) without the prior written consent of DHR. Notice of such assignment or transfer shall be furnished promptly to DHR. However, any claims for money due or to become due to Sub-Recipient in payment for work carried out in Exhibit D may be assigned to a bank, trust company, or other financial institution without prior written consent. 14. Buy American Act Sub-Recipient warrants that the purchase of supplies, equipment, and construction materials for the Project with the Grant shall comply, to the greatest extent practicable, with the Buy American Act requirements of 43 CFR 12, Subpart E., unless DHR allows an exception specified in 43 CFR 12.710(d) and (e), and 43 CFR 12.715. Executive Order 13858 “Strengthening Buy-American Preferences for Infrastructure Projects” may also apply to this grant. 15. Trafficking Victims Act Sub-Recipient is required to comply with Trafficking Victims Protections Act of 2000, as amended (2 CFR 175.15) 16. Prohibition on Text Messaging and Using Electronic Equipment Supplied by the Government while Driving Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving , introduces a Federal Government-wide prohibition on the use of text messaging while driving on official business or while using Government-supplied equipment. Please adopt and enforce policies that immediately ban text messaging while driving company-owned or -rented vehicles, government-owned or leased vehicles, or while driving privately owned vehicles when on official government business or when performing any work for or on behalf of the government. 17. Seat Belt Provision The Sub-Recipient is encouraged to adopt and enforce on-the-job seat belt use policies and programs for their employees when operating company-owned, rented, or personally owned vehicles. These measures include, but are not limited to, conducting education, awareness, and other appropriate programs for their employees about the importance of wearing seat belts and the consequences of not wearing them. 18. Minimum Wages Under Executive Order 13658 Sub-Recipient shall ensure that new contracts, contract-like instruments, and solicitations, include a clause, which the contractor and any subcontractors shall incorporate into lower-tier subcontracts, specifying, as a condition of payment, that the minimum wage to be paid to workers complies with rates established under Executive Order 13658 for sub awards subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute. 19. Conflict of Interest Sub-Recipient must disclose any conflict of interest with the Virginia Department of Historic Resources (DHR) inclusive of but not limited to: membership on the Virginia Board of Historic Resources or Virginia State Review Board. DHR is responsible for notifying the Federal Awarding Agency in writing of any actual or potential conflicts of interest that may arise during the life of this award. Conflicts of interest include any relationship or matter which might place the DHR, its employees, or Sub-Recipients in a position of conflict, real or apparent, between their responsibilities under the agreement and any other outside interests. Please Note: Conflicts of interest may also include, but are not limited to: direct or indirect financial interests; close personal relationships; positions of trust in outside organizations; consideration of future employment arrangements with a different organization ; or decision–making affecting the award that would cause a reasonable person with knowledge of the relevant facts to question the impartiality of DHR and/or DHR’s employees and Sub-Recipients. See Chapter 3 Section C-Conflict of Interest of the NPS HPF Grants Manual. Additionally, certain state officers and employees of the Commonwealth of Virginia, including DHR, are required to participate in an annual Office of Attorney General Training on the Conflict of Interest Act and are available to consult on this topic. ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 12 of 22 The Federal Awarding Agency and the servicing Ethics Counselor will determine if a conflict of interest exists. If a conflict of interest exists, the Awarding Agency will determine whether a mitigation plan is feasible. Mitigation plans must be approved by the Awarding Agency in writing. Failure to resolve conflicts of interest in a manner that satisfies the government may be cause for termination of the award. Failure to make required disclosures may result in any of the remedies described in 2 CFR § 200.338, Remedies/or Noncompliance, including suspension or debarment (see also 2 CFR Part 180). 20. Criminal Penalties. Whoever knowingly and willfully misapplies, steals, or obtains by fraud or endeavors to embezzle any funds, assets, or properties which are the subject of a sub -award, contract or other form of assistance pursuant to this award, or whoever receives, conceals or retains such funds, assets, or property wit h intent to covert such funds, assets, or property to his/her use or gain, knowing that such funds, assets or property have been embezzled, willfully misapplied, stolen, or obtained by fraud, shall be subject to prosecution. 21. Fraud, Waste and Abuse. The sub-recipient or contractor must report any credible evidence that a principal, employee, agent, contractor, sub-recipient, or other person has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving grant funds. Report potential fraud, waste, abuse, or misconduct to: Office of Inspector General U.S. Department of the Interior ATTN: Intake Management Unit 381 Elden Street, Suite 3000 Herndon, VA 20170 Phone: (800) 424-5081 Fax: (703) 487-5402 (ATTN: HOTLINE OPERATIONS) 22. Whistleblower Rights and Requirement to Inform This award and employees working on this financial assistance agreement will be subject to the whistleblower rights and remedies in the pilot program on Award Recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239). The Award Recipient is required to inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712. DHR is required to insert the substance of this clause, in all Sub-Awards or subcontracts over the simplified acquisition threshold, 42 CFR § 52.203 -17 (as referenced in 42 CFR § 3.908-9) 23. Prohibition on Issuing Financial Assistance Awards to Entities that Require Certain Internal Confidentiality Agreements Section 743 of Division E, Title VII of the Consolidated and Further Continuing Resolution Appropriations Act of 2015 (Pub. L. 113 -235) prohibit the use of funds appropriated or otherwise made available under that or any other Act for grants or cooperative agreements to an entity that requ ires employees or contractors of such entity seeking to report fraud, waste, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. Sub-Recipients must not require their employees or contractors seeking to report fraud, waste, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. Sub-Recipients must notify their employees or contractors that existing internal confidentiality agreements covered by this condition are no longer in effect. 24. Acceptance Sub-Recipient's acceptance of this Sub-Award Agreement shall constitute Sub-Recipient's unconditional agreement to comply with the terms and provisions herein, and shall be indicated by signing this Sub-Award Agreement in the place provided below and returning it to DHR. ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 13 of 22 E. TERMINATION 1. Termination by DHR for Cause a. DHR may withhold, reduce, or terminate the Sub-Award for cause upon default, and may seek re- payment of any funds previously paid to Sub-Recipient. DHR shall provide Sub-Recipient with written notice of default, and Sub-Recipient shall have thirty (30) days from the date of such notice to cure the default. Sub-Recipient may appeal any actions made by DHR under this Stipulation in writing to the Department of the Interior. A default under this Sub-Award Agreement shall occur if: i. Sub-Recipient has not initiated the project within six (6) months of signing this Sub- Award Agreement. ii. Sub-Award funds have not been spent in accordance with the terms of this Sub-Award Agreement. iii. Project work has occurred outside the Sub-Award Period of Performance defined in this Sub-Award Agreement, or any approved extensions. iv. Contracts for project work did not follow applicable contractual requirements. v. Project work is not consistent with the Standards. vi. Sub-Recipient is not complying with the terms of this Sub-Award Agreement. vii. Sub-Recipient is not appropriately managing the project. viii. Sub-Recipient is in default under any other agreement related to the Project or the Property which, in DHR’s sole discretion, may have an adverse material impact on the Project. ix. Both parties to this Sub-Award Agreement agree that continuation of the project would not produce beneficial results commensurate with the expenditure of funds. b. In the event of termination by DHR, Sub-Recipient’s authority to request disbursements shall cease and Sub-Recipient shall have no right, title or interest in or to any of the Sub-Award funds not yet disbursed to Sub-Recipient. Sub-Recipient shall return to DHR any funds disbursed to Sub-Recipient but not yet expended as of the date of the written termination notice. DHR may exercise any or all of its rights under this Sub-Award Agreement, Preservation Covenant (Easement), if applicable, contemporaneously with any or all of its remedies, and all of such rights shall survive the termination of this Sub-Award Agreement; c. Upon the occurrence of a default under this Sub-Award Agreement involving Sub-Recipient’s bankruptcy, insolvency, or the dissolution or liquidation of Sub-Recipient’s business organization or assets, DHR’s right to terminate this Sub-Award Agreement shall be immediate. 2. Termination by DHR for Convenience DHR may at any time and for any reason terminate the Sub-Award at DHR’s convenience. Upon receipt of such notice, Sub-Recipient shall, unless the notice directs otherwise, immediately discontinue the work and placing of orders for materials, facilities and supplies in connection with the performance of this Sub-Award Agreement. Upon such termination, Sub-Recipient shall be entitled to payment only as follows: (1) the actual cost of the work completed in conformity with this Sub-Award Agreement; plus, (2) such other costs actually incurred by Sub-Recipient as are permitted by the Scope of Work and approved by DHR. Sub-Recipient shall not be entitled to any claim or claim of lien against DHR for any additional compensation or damages in the event of such termination and payment. In addition to the rights and remedies contained in this Sub-Award Agreement, DHR may at any time proceed to protect and enforce all rights available to DHR by suit in equity, action at law, or by any other appropriate proceedings, which rights and remedies shall survive the termination of this Sub-Award Agreement. 3. Termination by Sub-Recipient The Sub-Recipient may, at any time, terminate this Sub-Award Agreement by writing per CFR Title 2 Part 200.339 ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 14 of 22 IN WITNESS WHEREOF, the parties to the Sub-Award Agreement have caused same to be executed effective upon signature of both parties indicated below. BY: __________________________________________ ______________ Julie V. Langan Date Virginia State Historic Preservation Officer Director, Department of Historic Resources BY: __________________________________________ ______________ Date Richard W. Peters Town Manager Town of Vinton. ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 15 of 22 EXHIBIT A SUB-AWARD PROGRAM INVOICE FORM and INTERIM PROJECT PROGRESS REPORT TEMPLATE INVOICE TEMPLATE (EXHIBIT A1- Excel Version Available Upon Request) TO: FROM: Dhaval Patel, Finance and Grants Manager Name Department of Historic Resources Address 2801 Kensington Ave, Richmond, VA 23221 City State Zip Telephone: 804-482-6458 Telephone Email: dhaval.patel@dhr.virginia.gov Email PROJECT NAME: Gish Mill Study and Stabilization PROJECT/SUB-AWARD NUMBER: VA-01-10047 REPORTING PERIOD: INVOICE #: From: To: DOCUMENTED EXPENSES FOR APPROVED PROJECT - INCLUDING MATCH, IF APPLICABLE: TOTAL THIS SUBMITTAL SUBMITTED PREVIOUSLY TOTAL PROJECT TO-DATE BUDGET Personnel - salaries $ $ $ $ Personnel - fringe $ $ $ $ Travel $ $ $ $ Supplies and Materials $ $ $ $ Other - list/describe here $ $ $ $ Admin/Indirect - approved rate: 0.00% $ $ $ $ CONSULTANTS/CONSTRUCTION: Contract –Structural Design for Flood Recovery and Rehabilitation $ 30,000 $ $ $ Contract – National Register of Historic Places $ 5,000 Contract – Hydrologic and Hydraulic Study $ 7,500 $ $ $ Contract – Repair and stabilization construction $207,500 $ $ $ BUDGET & ACTUAL TOTALS $ 250,000 $ $ $ PROJECT NONFEDERAL MATCH SHARE 0.0% $ $ $ PROJECT FEDERAL SHARE % 100.0% $ $ $ SUB-AWARD TOTAL (MAX FEDERAL FUNDED) $250,000 SUB-AWARD FUNDS REMAINING $ I certify that the costs detailed on this invoice have been paid by Sub-Recipient above; that these costs were for work that was approved for funding under the Federal grant program; that the work was carried out within the approved term of the Federal grant. I request payment of $ _________, the total of the expenses documented in this invoice in accordance with the terms of the Sub-Award Agreement. ______________________________________________________ Date: ________________________ Name and Title ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 16 of 22 INTERIM PROGRESS REPORT TEMPLATE (EXHIBIT A2) Note: Interim reports are due on dates stipulated in the Grants Management Section of the Sub-Award Agreement (See Section A.2) Failure to submit timely and acceptable progress reports places the Sub-Recipient in noncompliance with the terms and conditions of the Sub-Award Agreement and can result in withholding, suspension, or termination of the Sub-Award. 1. Project Title:__________________________________________________________ 2. NPS Grant Number P20AP00018 3. Briefly describe the progress through (date) ___________ in completing the objectives listed under the Sub-Award Agreement Scope of Work. 4. Briefly describe any difficulties you have encountered in completing the Sub-Award work to date. 5. Please specify any changes to the Scope of Work and/or Budget you would like to request at this time. 6. If you need an extension to the end date of this project, please explain why and provide a new timeline for completion of the Sub-Award work. 7. Attach several photographs or digital images showing ALL Sub-Award work completed during the reporting period. Images may be submitted by email or on CD to DHR . Name/Title:__________________________________________________________________________________ Date:______________ Telephone:___________________ Email: _______________________________________ Return completed interim progress report to: ATTN: ESHPF Grant Program Coordinator 2801 Kensington Ave. Richmond, VA 23221 ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 17 of 22 EXHIBIT B NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EMPLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246) 1. The Bidder's attention is called to the “Equal Opportunity Clause” and the “Standard Federal Equal Employment Opportunity Construction Contract Specifications” set forth herein. 2. The goals and timetables for minority and female participation, expressed in percentage terms for the Contractor's aggregate workforce in each trade on all construction work in the covered area, are as follows: TIMETABLES Goals for Minority Goals for Female Participation for Participation for Each Trade Each Trade 11-13% 6.9% These goals are applicable to all the Contractor's construction work (whether it is federal or federally-assisted) performed in the covered area. The Contractor's compliance with the Executive Order and the regulations in 41 CFR 60 -4 shall be based on the Contractor's implementation of the Equal Employment Clause, specific affirmative action obligations required by the specification set forth in 41 CFR 60-4.3(a), and the Contractor's efforts to meet the goals established for the geographical areas where the contract resulting from this solicitation is to be performed. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor -to-Contractor or from project-to-project for the sole purpose of meeting the Contractor's goals shall be a violation of the contract, the Executive Order and regulations in 41 CFR 60-4. Compliance with the goals will be measured against the total work hours performed. 3. The Contractor shall provide written notification to the Director of the Office of Federal Contract C ompliance Programs within 10 working days of award of any construction sub -contract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the Sub-Contractor; and the geographical area in which the contract is to be performed. 4. As used in this Notice, and in the contract resulting from this solicitation, the “covered area” is the Commonwealth of Virginia. Excepted in its entirety from the Historic Preservation Fund Grants Manual (National Park Service, 2007) ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 18 of 22 EXHIBIT C EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this contract, the Contractor agrees to the following: 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure the Applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. 2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified Applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor will send to each labor union or representative of workers with which the Contractor has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and Applicants for employment. 4. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor will furnish all information and reports required by Executive Order 11246, and by rules, regulations, and orders of the Secretary of Department of Labor, or pursuant thereto, and will permit access to all books, records, and accounts by the administering agency and the Secretary of Labor for p urposes of investigation to ascertain compliance with such rules, regulations, and others. 6. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 1 1246, and such other sanctions may be imposed and remedies invoked as provided in that Executive Order, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 1124 6, so that such provisions will be binding upon each Sub-Contractor or vendor. The Contractor will take such the event a Contractor becomes involved in, or is threatened with, litigation with a Sub -Contractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. Excerpted in its entirety from the Historic Preservation Fund Grants Manual (National Park Service, 2007) ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 19 of 22 EXHIBIT D – SCOPE OF WORK and BUDGET SCOPE OF WORK SUBJECT TO BUDGET WHICH IS NOT TO EXCEED $250,000 IN TOTAL. (Budget detail to be finalized based on final bid from contractor) Grant funds will support the stabilization and repair of the Gish Mill that was damaged during Hurricanes Florence and Michael. The mill was determined eligible by DHR and a consensus Determination of Eligibility was approved by the NPS in September 2020. The Gish Mill was damaged from the hurricanes due to high water from the adjacent Glade Creek. According to an engineering report done following the hurricanes "damage to the masonry wall, dock slab and framing which is supported in the basement area is the result of the high-water flooding as a result of the aftermaths of Hurricanes Florence and Michael in 2018. Grant funds will support the hiring of engineering services to complete a Hydrologic and Hydraulic (H&H) Study to determine the proposed repair and stabilization work will not impact the pre-project base flood elevations, floodway elevations, or floodway data widths. Also, this data and certificate allows for creative and effective measures to be utilized by architects to incorporate dry flood-proofing methods, the elevation of utilities, and other proactive retrofitting techniques which will assist in future storm damage mitigation. Following that, architectural services will be hired to complete a Historic Structures Report and Structural Design for Flood Recovery & Rehabilitation (A&E) which will help to determine the construction phase of this project. Grant funds will then be used for temporary shoring, column, girder and beam shoring or replacement, repairing (or replacing in kind) to the flo or systems and foundation as well as replacing the metal roof and repairing (or replacing in kind) the slab and stabilizing bank. Stabilizing the foundation and bank and repairing the building's envelope will also help to mitigate future storm damage. Gran t funds will also support a formal NRHP nomination. Task Estimate Task Completion Date Budget Hydrologic and Hydraulic (H&H) Study December 30, 2021 $7,500 National Register of Historic Places finalized December 30, 2021 $5,000 DHR Interim Reporting Due on or before January 17, 2022 DHR Interim Reporting Due on or before April 17, 2022 Structural Design for Flood Recovery and Rehabilitation June 30, 2022 $30,000 DHR Interim Reporting Due on or before July 17, 2022 DHR Interim Reporting Due on or before October 17, 2022 DHR Interim Reporting Due on or before January 17, 2023 DHR Interim Reporting Due on or before April 17, 2023 DHR Interim Reporting Due on or before July 17, 2023 DHR Interim Reporting Due on or before October 17, 2023 DHR Interim Reporting Due on or before January 17, 2024 Stabilization and Repair Construction March 30, 2024 $207,500 DHR Interim Reporting Due on or before April 17, 2024 Final Financial Reporting Due on or before July 30, 2024 Close Out Grant August 30, 2024 Total: $250,000 ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 20 of 22 EXHIBIT E – PROOF OF OWNERSHIP (Embedded) ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 21 of 22 ESHPF SUB-AWARD (FLORENCE, YUTU AND MICHAEL RECOVERY – VIRGINIA – P20AP00018 SUB-AWARD NUMBER VA-01-10047 NPS Approved on February 19, 2020 Page 22 of 22 1 Historic Preservation Agreement Deed THIS PRESERVATION AGREEMENT DEED, made this 1st day of August, 2021, by and between Town of Vinton Virginia, the owner of the property described below (“the Grantor”) and the Virginia Department of Historic Resources (DHR) (“the Grantee”). WITNESSETH: WHEREAS, The Grantor is owner in fee simple of certain real property known as the Gish Mill located at 350 Gus Nicks Boulevard, in the Town of Vinton, Roanoke County, Virginia, more particularly described in Exhibit A attached hereto and incorporated herein (hereinafter "the Property"), The principal structure constructed of a large, multi-bay, brick mill with a stone foundation dating from 1846 (hereinafter "the Property"); WHEREAS, the Grantor has received a Sub Award in the amount of $250,000 from the NPS ESHPF Hurricanes Florence and Michael Post Disaster Relief Grant Program (ESHPF Grant) from DHR for the purpose of rehabilitating the Property as described in Exhibit B; WHEREAS, the Grantee is authorized to accept preservation agreements to protect property significant in national, state, local, and tribal history and culture under the provisions of the powers and duties of the State Historic Preservation Officer as enumerated in the Historic Preservation Act of 1966 (hereinafter "the Act"); WHEREAS, because of its architectural, historic, and cultural significance a Determination of Eligibility for listing (DOE) was made by the Keeper of the National Register on September 18, 2020; WHEREAS, the Grantor and the Grantee recognize the architectural, historic, and cultural values (hereinafter "Preservation values") and significance of the Property, and have the common purpose of preserving the aforesaid preservation values and significance of the Property; WHEREAS, the Property's Preservation values will be documented in a set of reports, drawings, and photographs (hereinafter, "Baseline Documentation"), which the parties will review upon completion of the work funded by the ESHPF Grant and will mutually agree provides an accurate representation of the Property at that time so as to ensure the future maintenance and protection of the work funded by the ESHPF Grant; WHEREAS, the grant of a preservation agreement by the Grantor to the Grantee on the Property will assist in preserving and maintaining the Property and its architectural, historic, and cultural features for the benefit of the people of the Town of Vinton, the Commonwealth of Virginia and the United States of America; WHEREAS, to that end, the Grantor desires to grant to the Grantee, and the Grantee desires to accept, a preservation agreement (hereinafter, the "Agreement") in gross for 20 years on the Property pursuant to the Act. NOW, THEREFORE, in consideration of the ESHPF Sub-Award received from DHR and other good and valuable consideration, receipt of which is hereby acknowledged, and pursuant to the requirements stipulated in Section 102 (a) (5) of the National Historic Preservation Act (16 U.S.C. 470 b), and Section 10.1-2202 of the Code of Virginia, the Grantor does hereby voluntarily grant and convey unto the Grantee a preservation agreement in gross for 20 years over the Property described in Exhibit A. 2 1. Purpose. It is the Purpose of this Agreement to ensure that the architectural, historic, and cultural features of the Property will be retained and maintained for 20 years substantially in their current condition for Preservation purposes and to prevent any use or change of the Property that will significantly impair or destroy the Property's Preservation values. 2.1 The Grantor's Covenants: Covenant to Maintain: The Grantor agrees at all times to maintain and repair the Property so as to preserve the historical integrity of its features, materials, appearance, workmanship and environment. Historical integrity shall be defined as those significant characteristics which originally qualified the property for entry on the National Register of Historic Places. Subject to the casualty provisions of paragraphs 7 and 8, this obligation to maintain shall require replacement, rebuilding, repair, and restoration of the Property whenever necessary in accordance with The Secretary of the Interior's Standards for the Treatment of Historic Properties (36 CFR 68), as these may be amended from time to time (hereinafter the "Secretary's Standards"). 2.2 The Grantor's Covenants: Prohibited Activities. The following acts or uses are expressly forbidden on, over, or under the Property, except as otherwise conditioned in this paragraph: (a) the Property shall not be demolished, removed, or razed except as provided in paragraphs 7 and 8; (b) nothing shall be erected or allowed to grow on the Property which would impair the visibility of the Property and the Buildings from street level; (c) the Property shall not be divided or subdivided in law or in fact and the Property shall not be devised or conveyed except as a unit; (d) no above-ground utility transmission lines, except those reasonably necessary for the existing Buildings, may be created on the Property, subject to utility easements already recorded; 3.1 Conditional Rights Requiring Approval by the Grantee. Without the prior express written approval of the Grantee, which approval may be withheld or conditioned in the sole discretion of the Grantee, the Grantor shall not undertake any of the following actions: (a) increase or decrease the height of, make additions to, change the exterior construction materials or colors of, or move, improve, alter, restore, or change the facades (including fenestration) and roofs of the Property and/or the Buildings on it; (b) change the floor plan of the Property(s) and/or the Buildings and Structures on it; or (c) erect any external signs or external advertisements except: (i) such as the plaque permitted (but not required) under paragraph 19 of this agreement; (ii) a sign stating solely the address of the property; (iii) a temporary sign to advertise the sale of the Property; (iv) and a limited number of uniformly designed signs advertising the building tenants as long as one (1) template sign is sent to DHR for approval and the signs are installed in a manner that would not obscure historic features or damage the historic fabric of the building. 3.2 Review of the Grantor's Requests for Approval. The Grantor shall submit to the Grantee for the Grantee's approval of those conditional rights set out at paragraph 3.1 information (including plans, specifications, and designs where appropriate) identifying the proposed activity with reasonable specificity. In connection therewith, the Grantor shall also submit to the Grantee a timetable for the proposed activity sufficient to permit the Grantee to monitor such activity. The Grantor shall not undertake any such activity 3 until approved by the Grantee. The Grantee reserves the right to consult with governmental agencies, nonprofit preservation organizations, and/or other advisors deemed appropriate by the Grantee, concerning the appropriateness of any activity proposed under this agreement. The Grantor shall make no change or take any action subject to approval of the Grantee unless expressly authorized in writing by an authorized representative of the Grantee. 4. Standards for Review. In exercising any authority created by the Agreement to inspect the Property [including the interior] to review any construction, alteration, repair, or maintenance; or to review casualty damage or to restore or approve restoration of the Building following casualty damage, the Grantee shall apply the Secretary of the Interior’s Standards. 5. Public Access. The Grantor shall make the Property and interior of the Property accessible to the public on a minimum of 12 days per year. At other times deemed reasonable by the Grantor persons affiliated with educational organizations, professional architectural associations, and historical societies shall be admitted to study the property. The Grantee may make photographs, drawings, or other representations documenting the significant historical, cultural, and architectural character and features of the property and distribute them to magazines, newsletters, or other publicly available publications, or use them to fulfill its charitable and educational purposes. The Grantor agrees to comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000 (d)), the Americans with Disabilities Act (42 U.S.C. 12204), and with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). These laws prohibit discrimination on the basis of race, religion, national origin, or disability. In implementing public access, reasonable accommodation to qualified disabled persons shall be made in consultation with the State Historic Preservation Office. 6. The Grantor's Reserved Rights Not Requiring Further Approval by the Grantee. Subject to the provisions of paragraphs 2.1, 2.2, and 3.1, the following rights, uses, and activities of or by the Grantor on, over, or under the Property are permitted by this Agreement and by the Grantee without further approval by the Grantee: (a) the right to engage in all those acts and uses that: (1) are permitted by governmental statute or regulation; (ii) do not substantially impair the preservation values of the Property; and (iii) are not inconsistent with the Purpose of this Agreement; (b) pursuant to the provisions of paragraph 2.1, the right to maintain and repair the Buildings strictly according to the Secretary's Standards. As used in this subparagraph, the right to maintain and repair shall mean the use by the Grantor of in-kind materials and colors, applied with workmanship comparable to that which was used in the construction or application of those materials being repaired or maintained, for the purpose of retaining in good condition the appearance and construction of the Buildings. The right to maintain and repair as used in this subparagraph shall not include the right to make changes in appearance, materials, colors, and workmanship from that existing prior to the maintenance and repair without the prior approval of the Grantee in accordance with the provisions of paragraphs 3.1 and 3.2; (c) the right to continue all manner of existing use and enjoyment of the Property including but not limited to the maintenance, repair, and restoration of existing structures and fences; the right to maintain existing driveways, roads, and paths with the use of same or similar surface materials; the right to maintain existing utility lines, gardening and building walkways and steps; the right to cut, remove, and clear grass or other vegetation and to perform routine maintenance, landscaping, horticultural activities, and upkeep, consistent with the Purpose of this Agreement; and 4 (d) the right to conduct at or on the Property educational and nonprofit activities that are not inconsistent with the protection of the preservation values of the Property, 7.1 Casualty Damage or Destruction. In the event that the Property or any part thereof be damaged or destroyed by fire, flood, windstorm, hurricane, earth movement, or other casualty, the Grantor shall notify the Grantee in writing within fourteen (14) calendar days of the damage or destruction, such notification including what, if any, emergency work has already been completed. No repairs or restoration of any type, other than temporary emergency work to prevent further damage to the Property and to protect public safety, shall be undertaken by the Grantor without the Grantee's prior written approval. Within thirty (30) calendar days of the date of damage or destruction, if required by the Grantee, the Grantor at its expense shall submit to the Grantee a written report prepared by a qualified restoration architect and an engineer who are acceptable to the Grantor and the Grantee, which report shall include the following: (a) an assessment of the nature and extent of the damage; (b) a determination of the feasibility of the restoration of the Property and/or restoration of damaged or destroyed portions of the Property; and (c) a report of such restoration work necessary to return the Property to the condition existing at the date hereof. 7.2. Recovered Data Protection. The Grantor shall ensure that any archaeological data or material recovered during approved restoration activities as outlined in paragraphs 3.1, 3.2, 6 and 7.1 (above) will be placed in a repository that will care for the data in the manner prescribed in the Secretary of the Interior's "Standards for Archeology and Historic Preservation," or will comply with the requirements of the Native American Graves Protection and Repatriation Act, and with 36 CFR 79 and 43 CFR 10. 8. Review after Casualty Damage or Destruction. If, after reviewing the report provided in paragraph 7.1 and assessing the availability of insurance proceeds after satisfaction of any mortgagee's/lender's claims under paragraph 9, the Grantor and the Grantee agree that the Purpose of the Agreement will be served by such restoration, the Grantor and the Grantee shall establish a schedule under which the Grantor shall complete the restoration of the Property in accordance with plans and specifications consented to by the parties up to at least the total of casualty insurance proceeds available to the Grantor. If, after reviewing the report and assessing the availability of insurance proceeds after satisfaction of any mortgagee's/lender's claims under paragraph 9, the Grantor and the Grantee agree restoration of the Property is impractical or impossible, or agree that the Purpose of the Agreement would not be served by such restoration, the Grantor may, with prior written consent of the Grantee, alter, demolish, remove, or raze one or more of the Buildings and/or Structures on the Property, and/or construct new improvements on the Property. The Grantor and the Grantee may agree to extinguish this Agreement in whole or in part in accordance with the laws of the Commonwealth of Virginia, and paragraph 23.2 hereof. If, after reviewing the report and assessing the availability of insurance proceeds after satisfaction of any mortgagee's/lender's claims under paragraph 9, the Grantor and the Grantee are unable to agree that the Purpose of the Agreement will or will not be served by such restoration, the matter may be referred by either party to binding arbitration and settled in accordance with the Commonwealth of Virginia's arbitration statute then in effect [or refer to the arbitration provision referenced at paragraph 15, below]. 9. Insurance. The Grantor shall keep the Property insured by an insurance company rated "A1" or better by Best's for the full replacement value against loss from the perils commonly insured under standard fire, [flood insurance], and extended coverage policies and comprehensive general liability insurance against 5 claims for personal injury, death, and property damage. Property damage insurance shall include change in condition and building ordinance coverage, in form and amount sufficient to replace fully the damaged Property without cost or expense to the Grantor or contribution or contribution or coinsurance from the Grantor. Such insurance shall include the Grantee's interest and name the Grantee as an additional insured. The Grantor shall deliver to the Grantee, within ten (10) business days of the Grantee's written request therefor, certificates of such insurance coverage. Provided, however, that whenever the Property is encumbered with a mortgage or deed of trust, nothing contained in this paragraph shall jeopardize the prior claim, if any, of the mortgagee/lender to the insurance proceeds. 10. Indemnification. The Grantor hereby agrees to pay, protect, indemnify, hold harmless and defend at its own cost and expense, the Grantee, its agents, trustees, directors, officers and employees, or independent contractors from and against any and all claims, liabilities, expenses, costs, damages, losses, and expenditures (including reasonable attorneys' fees and disbursements hereafter incurred) arising out of or in connection with injury to or death of any person; physical damage to the Property; the presence or release in, on, or about the Property, at any time, of any substance now or hereafter defined, listed, or otherwise classified pursuant to any law, ordinance, or regulation as a hazardous, toxic, polluting, or contaminating substance; or other injury or other damage occurring on or about the Property, unless such injury or damage is caused by the Grantee or any agent, trustees, director, officer, employee, or independent contractor of the Grantee. Except for publicly owned properties, in the event that the Grantor is required to indemnify the Grantee pursuant to the terms of this paragraph, the amount of such indemnity, until discharged, shall constitute a lien on the Property with the same effect and priority as a mechanic's lien. Provided, however, that nothing contained herein shall jeopardize the priority of any recorded lien of mortgage or deed of trust given in connection with a promissory note secured by the Property. 11. Taxes. The Grantor shall pay immediately, when first due and owing, all general taxes, special taxes, special assessments, water charges, sewer service charges, and other charges which may become a lien on the Property unless the Grantor timely objects to the amount or validity of the assessment or charge and diligently prosecutes an appeal thereof, in which case the obligation hereunder to pay such charges shall be suspended for the period permitted by law for prosecuting such appeal and any applicable grace period following completion of such action. In place of the Grantor, the Grantee is hereby authorized, but is in no event required or expected, to make or advance upon three (3) days prior written notice to the Grantor any payment relating to taxes, assessments, water rates, sewer rentals and other governmental or municipality charge, fine, imposition, or lien asserted against the Property. The Grantee may make such payment according to any bill, statement, or estimate procured from the appropriate public office without inquiry into the accuracy of such bill, statement or assessment or into the validity of such tax, assessment, sale, or forfeiture. Such payment if made by the Grantee shall constitute a lien on the Property with the same effect and priority as a mechanic's lien, except that such lien shall not jeopardize the priority of any recorded lien of mortgage or deed of trust given in connection with a promissory note secured by the Property. 12. Written Notice. Any notice which either the Grantor or the Grantee may desire or be required to give to the other party shall be in writing and shall be delivered by one of the following methods: by overnight courier postage prepaid, facsimile transmission, registered or certified mail with return receipt requested, or hand delivery; if to the Grantor, then at [address], and if to the Grantee, then to [address]. Each party may change its address set forth herein by a written notice to such effect to the other party. 13. Evidence of Compliance. Upon request by the Grantor, the Grantee shall promptly furnish the Grantor with certification that, to the best of the Grantee's knowledge, the Grantor is in compliance with the obligations of the Grantor contained herein or that otherwise evidences the status of this Agreement to the extent of the Grantee's knowledge thereof. 6 14. Inspection. With the consent of the Grantor, representatives of the Grantee shall be permitted at all reasonable times to inspect the Property [including the interior]. The Grantor covenants not to withhold unreasonably its consent in determining dates and times for such inspections. 15. The Grantee's Remedies. The Grantee may, following reasonable written notice to the Grantor, institute suit(s) to enjoin any violation of the terms of this agreement by ex parte, temporary, preliminary, and/or permanent injunction, including prohibitory and/or mandatory injunctive relief, and to require the restoration of the Property and Buildings to the condition and appearance that existed prior to the violation complained of. The Grantee shall also have available all legal and other equitable remedies to enforce the Grantor's obligations hereunder. In the event the Grantor is found to have violated any of its obligations, the Grantor shall reimburse the Grantee for any costs or expenses incurred in connection with the Grantee's enforcement of the terms of this Agreement, including all reasonable court costs, and attorneys, architectural, engineering, and expert witness fees. Exercise by the Grantee of one remedy hereunder shall not have the effect of waiving or limiting any other remedy, and the failure to exercise any remedy shall not have the effect of waiving or limiting the use of any other remedy or the use of such remedy at any other time. 16. Notice from Government Authorities. The Grantor shall deliver to the Grantee copies of any notice of violation or lien relating to the Property received by the Grantor from any government authority within five (5) business days of receipt by the Grantor. Upon request by the Grantee, the Grantor shall promptly furnish the Grantee with evidence of the Grantor's compliance with such notice or lien where compliance is required by law. 17. Notice of Proposed Sale. The Grantor shall promptly notify the Grantee in writing of any proposed sale of the Property and provide the opportunity for the Grantee to explain the terms of the Agreement to potential new owners prior to sale closing. 18. Liens. Except for publicly owned properties, any lien on the Property created pursuant to any paragraph of this Agreement may be confirmed by judgment and foreclosed by the Grantee in the same manner as a mechanic's lien, except that no lien created pursuant to this Agreement shall jeopardize the priority of any recorded lien of mortgage or deed of trust given in connection with a promissory note secured by the Property. 19. Plaque. The Grantor agrees that the Grantee may (but is not required to) provide and maintain a plaque on the Property, which plaque shall not exceed 24 by 24 inches in size, giving notice of the significance of the Property and the existence of this Agreement. 20. Binding Effect - - Runs with the Land. Except as provided in paragraphs 8 and 23.2, the obligations imposed by this Agreement shall be effective for 20 years and shall be deemed to run as a binding servitude with the Property. This Agreement shall extend to and be binding upon the Grantor and the Grantee, their respective successors in the interest and all persons hereafter claiming under or through the Grantor or the Grantee, and words "The Grantor" and "The Grantee" when used herein shall include all such persons. Any right, title, or interest herein granted to the Grantee also shall be deemed granted to each successor and assign of the Grantee and each such following successor and assign thereof, and the word "The Grantee" shall include all such successors and assigns. 7 Anything contained herein to the contrary notwithstanding, an owner of the Property shall have no obligation pursuant to this instrument where such owner shall cease to have any ownership interest in the Property by reason of a bona fide transfer. The restrictions, stipulations, and covenants contained in this Agreement shall be inserted by the Grantor, verbatim or by express reference, in any subsequent deed or other legal instrument by which the Grantor divests itself of either the fee simple title to or any lesser estate in the Property or any part thereof, including by way of example and not limitation, a lease of all or a portion of the Property. 21. Assignment. The Grantee may convey, assign, or transfer this Agreement to a unit of federal, state, tribal or local government or to a similar local, state, or national organization whose purposes, inter alia, are to promote preservation of historical, cultural, or architectural resources, provided that any such conveyance, assignment, or transfer requires that the Purpose for which the Agreement was granted will continue to be carried out. 22. Recording and Effective Date. The Grantee shall do and perform at its own cost all acts necessary to the prompt recording of this instrument in the land records of Roanoke County, Virginia. The Grantor and the Grantee intend that the restrictions arising under this Agreement take effect on the day and year this instrument is recorded in the land records of Roanoke County, Virginia. 23.1 Extinguishment. The Grantor and the Grantee hereby recognize that circumstances may arise that may make impossible the continued ownership or use of the Property in a manner consistent with the purpose of this Agreement and necessitate extinguishment of the Agreement. Such circumstances may include, but are not limited to, partial or total destruction of the Property, or the buildings and structures upon it, resulting from casualty. Extinguishment must be the result of a judicial proceeding in a court of competent jurisdiction. The Grantor may not repay the financial assistance received as a justification to ex tinguish the Agreement. 23.2 Condemnation. If all or any part of the property is taken under the power of eminent domain by public, corporate, or other authority, or otherwise acquired by such authority through a purchase in lieu of a taking, the Grantor and the Grantee shall join in appropriate proceedings at the time of such taking to recover full value of those interests in the Property that are subject to the taking and all incidental and direct damages resulting from the taking. After the satisfaction of prior claims and net of expenses reasonably incurred by the Grantor and the Grantee in connection with such taking, the Grantor and the Grantee shall be respectively entitled to compensation from the balance of the recovered proceeds in conformity with the provisions of paragraphs above unless otherwise provided by law. 24. Interpretation. The following provisions shall govern the effectiveness, interpretation, and duration of the Agreement. (a) Any rule of strict construction designed to limit the breadth of restrictions on alienation or use of Property shall not apply in the construction or interpretation of this Agreement, and this instrument shall be interpreted broadly to effect its Purpose and the transfer of rights and the restrictions on use herein contained. (b) This instrument may be executed in two counterparts, one of which may be retained by the Grantor and the other, after recording, to be retained by the Grantee. In the event of any disparity between the counterparts produced, the recorded counterpart shall in all cases govern. 8 (c) This instrument is made pursuant to the Act, but the invalidity of such Act or any part thereof shall not affect the validity and enforceability of this Agreement according to its terms, it being the intent of the parties to agree and to bind themselves, their successors, and their assigns for 20 years to each term of this instrument whether this instrument be enforceable by reason of any statute, common law, or private agreement in existence either now or hereafter. The invalidity or unenforceability of any provision of this instrument shall not affect the validity or enforceability of any other provision of this instrument or any ancillary or supplementary agreement relating to the subject matter thereof. (d) Nothing contained herein shall be interpreted to authorize or permit the Grantor to violate any ordinance or regulation relating to building materials, construction methods, or use. In the event of any conflict between any such ordinance or regulation and the terms hereof, the Grantor promptly shall notify the Grantee of such conflict and shall cooperate with the Grantee and the applicable governmental entity to accommodate the purposes of both this Agreement and such ordinance or regulation. (e) To the extent that the Grantor owns or is entitled to development rights which may exist now or at some time hereafter by reason of the fact that under any applicable zoning or similar ordinance the Property may be developed to a more intensive use (in terms of height, bulk, or other objective criteria related by such ordinances) than the Property is devoted as of the date hereof, such development rights shall not be exercisable on, above, or below the Property during the term of the Agreement, nor shall they be transferred to any adjacent parcel and exercised in a manner that would interfere with the Purpose of the Agreement. 25. Amendment. If circumstances arise under which an amendment to or modification of this Agreement would be appropriate, the Grantor and the Grantee may by mutual written agreement jointly amend this Agreement, provided that no amendment shall be made that will adversely affect the qualification of this Agreement or the status of the Grantee under any applicable laws, including the laws of the Commonwealth of Virginia. Any such amendment shall be consistent with the protection of the Preservation values of the Property and the Purpose of this Agreement; shall not limit its duration; shall not permit additional development on the Property other than the development permitted by this Agreement on its effective date; shall not permit any private inurement to any person or entity; and shall not adversely impact the overall historic and architectural values protected by this Agreement. Any such amendment shall be recorded in the land records of Roanoke County, Virginia. Nothing in this paragraph shall require the Grantor or the Grantee to agree to any amendment or to consult or negotiate regarding any amendment. THIS AGREEMENT reflects the entire agreement of the Grantor and the Grantee. Any prior or previous correspondence, understandings, agreements, and representations are null and void upon execution hereof, unless set out in this instrument. TO HAVE AND TO HOLD, the said Preservation Agreement, unto the said Grantee and its successors and permitted assigns for 20 years. This DEED OF PRESERVATION AGREEMENT may be executed in two counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but both of which together shall constitute one instrument. 9 IN WITNESS WHEREOF, the Grantor and the Grantee have set their hands under seal on the days and year set forth below. GRANTOR: By: ________________________________ Name: ________________________________ Date: ____________________ STATE/DISTRICT OF ____________________ ), to-wit: CITY/COUNTY OF ______________________ ) The foregoing instrument was acknowledged before me this ____ day of _________________, 202_, by ___________________________[signatory’s name], as ____________________________[Title] on behalf of the _____________________________[property owner], Owner therein. __________________________ Notary Public My commission expires: _________________ Notary Commission No. ________________ (SEAL) 10 GRANTEE: COMMONWEALTH OF VIRGINIA, DEPARTMENT OF HISTORIC RESOURCES By: _______________________________________ Julie V. Langan Director, Virginia Department of Historic Resources Date: _____________________ COMMONWEALTH of VIRGINIA) CITY of RICHMOND), to-wit: The foregoing instrument was acknowledged before me this ____ day of __________________, 202_, by Julie V. Langan, as State Historic Preservation Officer and Director, Virginia Department of Historic Resources, as party to this Agreement. __________________________ Notary Public My commission expires: _________________ Notary Commission No. ________________ (SEAL) 11 SCHEDULE OF EXHIBITS A. Property Description B. Scope of Work for the ESHPF grant funded project C. Baseline Documentation (to follow) [generally non-recordable] EXHIBIT A Property Description Gish Mill is located at 350 Gus Nicks Boulevard on a .61 acre lot that sits on the eastern side of Gus Nicks Boulevard, just south of the Gus Nicks Boulevard bridge over Glade Creek in Vinton, Virginia. Vinton is approximately 2.5 miles to the east of Roanoke, in the eastern end of Roanoke County. The Roanoke River runs east-west approximately 1.25 miles to the south of Gish Mill. A high school sits to the west of the mill, and a commercial building sits to the south. The Mill sits within its parcel boundaries at a northwest-southeast orientation, echoing the angle of the portion of Glade Creek that sits just below it, to the north. A residential neighborhood is located on the north side of Glade Creek. A roughly paved parking lot and entry line the eastern and southeastern edges of the building, and a small grassy bank and metal guardrail separate the parcel from Gus Nicks Boulevard. Large trees run along between the building and Glade Creek. Gish Mill is a three-story mill constructed with brick in a six-course common bond, with several additions constructed between c.1930 and 1955. The three-story brick central portion was the first section constructed c.1846. A gambrel roof clad in metal caps this portion of the mill, and the third story façade is clad in aluminum siding. The foundation is uncoursed stone. Wooden, 6/6 double- hung windows pierce the second story, though many of the windows are boarded, including those on the third floor. A loading dock was constructed with concrete blocks along the southwest facing façade c.1940. The base of the loading dock has an applied stone veneer. A metal-clad canopy shelters the loading dock and a parapet wall extends east from the bottom of the c.1846 gambrel roof to the roof of the one-story section. A concrete block addition, built c.1930, extends from the northwestern end of the original three- story block. It has a shed roof clad in metal, with exposed rafter tails along the northwestern end. A shed-roof penthouse extends from the third story of the original block, running northwest along the c.1930s addition. This pent-house contains a conveyor belt. From the southeastern end of the original c.1846 section is a c.1940s addition, constructed in two phases. A concrete foundation supports the L-shaped addition that remains flush with the original structure along the façade. Metal siding covers the exterior walls and shed roof. Windows on the front and rear elevations are covered with plywood boards, and double-hung, 1/1 window openings remain behind the boards along the façade. A six-light casement window also remains behind one of the plywood boards. The second building campaign of the 1940s extended the previous addition to the south and is clad with metal siding. Extending to the southeast from the final 1940s building effort is a post-1955 addition. A concrete foundation supports the triangular shaped section, built along the trajectory of Glade Creek. This section is wood-frame with metal siding and is capped by a shed roof, also clad in metal. Three 12 sliding freight doors pierce the façade of this section, the easternmost of which retains a concrete loading dock and ramp. An additional post-1955 addition extends westward from the shed-roofed c.1930s addition. A metal-clad shed roof caps the one-story concrete block section. A shorter 1-story addition sits just south of this addition, between it and the concrete loading dock. It has a metal clad shed roof, and its concrete block foundation is clad with a stone veneer. Vertical boards clad the exterior walls. Still remaining on the interior of Gish Mill are historic timber columns and beams, as well as exposed brick walls and wooden rafters. Non-historic materials exist in an area that was most recently occupied by a store. Some equipment still remains in the building. 1 Gish Mill Stabilization and Demolition Plan Hill Studio #1957.01 September 13, 2021 KEY PLAN GENERAL The Scope of Work for the Stabilization and Demolition Plan is to provide a two-phase approach. Phase 1- Conduct investigative demolition and stabilization (permanent and temporary) as needed of the existing structure to assess conditions and determine the existing building components that need to be repaired or replaced in kind. Phase 2-During and after investigative demolition and stabilization phase, provide detailed scope of work for building components once condition has been assessed and appropriate treatment determined. AREA 1 1. Provide openings in the concrete walls at the locations with an orange dot to gain access to the conditions of the interior. Refer to architectural drawings for opening sizes and placement in the wall. 2 AREA 2 FIRST FLOOR BASEMENT SECOND FLOOR THIRD FLOOR 1. Carefully remove Vegetation at interior and exterior in a manner that will not damage the historic fabric. Provide underpinning in northeast corner of Area 2b for temporary stabilization. 3 2. Reinstall loose brick using mortar that complies with the criteria in the CLEANING AND REPOINTING HISTORIC MASONRY AND MORTAR notes below. 3. Repoint and clean historic Masonry and mortar at interior and exterior per the CLEANING AND REPOINTING HISTORIC MASONRY AND MORTAR notes below. 4. Provide temporary scaffolding to stabilize the floors and stairs in Area 2 in a manner that will not damage historic features, building components or fabric. 5. Sloping floor areas to be stabilized are highlighted. Remove & store historic flooring and cover opening w/ plywood for temporary measure. CLEANING AND REPOINTING HISTORIC MASONRY AND MORTAR CLEANING HISTORIC MASONRY AND MORTAR 1. Clean existing cut stone, cast concrete and masonry on all exterior surfaces. 2. Refer to Preservation Brief 1 - Assessing Cleaning and Water-Repellent Treatments for Historic Masonry Buildings in the Appendix for additional guidance. 3. Do not apply products under conditions outside manufacturer's minimum requirements for installation. Product Manufacturers 1. Acceptable Manufacturer: PROSOCO, Inc., or approved equal: 3741 Greenway Circle ; Lawrence, KS 66046; Toll Free Tel: 800-255-4255; Tel: 785-865-4200; Fax: 888-343-2986; Email: request info; Web: www.prosoco.com 4 2. Cleaner for Removing Light to Moderate Atmospheric Staining from Dense Masonry: PROSOCO Light Duty Restoration Cleaner; clear, gelled liquid, with following characteristics: pH: 1.6. Specific Gravity: 1.124. Flash Point: None. Weight: 9.34 lb/gal (1.119 kg/L). Execution 1. Protect adjacent surfaces not to be treated prior to beginning application. 2. On surfaces to be coated or treated, using the gentlest means possible, remove dirt, dust, oil, grease, and other contaminants that would interfere with penetration or performance of products; where cleaners are required, use products recommended by manufacturer; rinse thoroughly and allow to dry completely. 4. Clean all exposed surfaces of masonry using materials specified, so that resulting surfaces have a uniform appearance. 5. When cleaning stains and tough dirt, test masonry for composition and select appropriate cleaner in accordance with manufacturer's instructions and recommendations; use the gentlest cleaner and cleaning methods possible when selecting to minimize damage to surfaces and deterioration of appearance. 6. Wash with low-pressure or medium-pressure water. Start with a very low pressure (100 psi or below), even using a garden hose, and progressing as needed to slightly higher pressure, generally no higher than 300-400 psi. Scrub with natural bristle or synthetic bristle brushes, never metal brushes, to help in cleaning areas of the masonry that are especially dirty. 7. At completion of work, remove protective coverings. 8. Protect completed work from damage during construction. HISTORIC MASONRY REPOINTING 1. Repoint historic masonry at damaged mortar areas on all exterior surfaces. 2. Refer to Preservation Brief 2 – Repointing Mortar Joints in Historic Masonry Buildings in the Appendix for additional guidance. 3. 4. Qualifications: Mason experienced in repointing historic structures using methods similar to that described in this section and who has specialized in work similar to the type required for this project. 5. Deliver and store repointing products protected from weather and at temperature and humidity conditions recommended by manufacturer. 6. Do not begin repointing procedure under conditions outside manufacturer's minimum requirements for installation. 7. Provide mortar manufacturer's standard warranty. Products 1. Use Type “O” mortar 350 psi. based on a mix of 1 part Portland, 2 parts lime and 9 parts sand. Or send sample of the existing historic mortar to a licensed testing agency. They will test the mortar and provide you with a recipe for new mortar to match the existing mix. 5 Execution 1. Carefully inspect all mortar surfaces to identify potentially soft, missing, or deteriorated mortar joints. After inspecting the joints, identify specific areas requiring mortar repair and repointing. The average acceptable mortar joint depth is 3/16” from face of brick. Any areas found to exceed that depth will be raked to a depth of ¾” from face of brick. 2. Using a chisel and mash hammer, carefully rake back horizontal and vertical mortar joints of original mortar, raking the joints to a depth of ¾” from the face of brick. A cutting blade or other method may be proposed but must be accepted by the Architect. 3. New repointing will meet the 3/16” average depth. 4. Where previous repointing attempts using Portland cement are identified, remove this material using the same method described above. 5. Remove all loose mortar and remaining dust and debris from cleaned mortar joint and stone face. 6. Replacement mortar shall be a lime and sand based mortar mix with a similar ‘recipe’ and color to match that of the original mortar. 7. Install mortar using an appropriate sized ‘striker’ or ‘slicker’ tool. Strike mortar to match the existing mortar profile, at the acceptable mortar depth of 3/16” from face of brick. 8. Brush joint lightly to remove sharp edges to better blend with the adjacent intact existing mortar joint surfaces. 9. Remove lime haze on stone once mortar has set hard (one to two weeks) by gently brushing with a soft fiber brush and rinsing with a low pressure water spray. Do not use muriatic acid or other masonry cleaners for this activity. AREA 3 1. Remove wood flooring to determine stabilization strategy. Retain flooring for reinstallation. 2. Remove partitions with a red X. Retain partitions with a green check. 3. Sloping floor areas to be stabilized are highlighted. Remove & store historic flooring and cover opening w/ plywood for temporary measure. FIRST FLOOR 6 AREA 4 1. Remove wood flooring to determine stabilization strategy. Retain flooring for reinstallation. 2. Remove partitions with a red X. Retain partitions with a green check. 3. Sloping floor areas to be stabilized are highlighted. Remove & store historic flooring and cover opening w/ plywood for temporary measure. FIRST FLOOR 7 AREA 5 1. Remove roof and walls of Area 5 which is a non-historic addition). Retain concrete slab, landing and ramp 2. Provide temporary wall sheathing at wall adjacent to Area 4 as needed. 3. Retain removed metal siding for future patching of remaining exterior wall. 4. Provide subgrade bank stabilization FIRST FLOOR AREA 6 1. Remove wood flooring to determine stabilization strategy. FIRST FLOOR 1 Meeting Date October 19, 2021 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 The McDevitt Company 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. Summary The Town of Vinton, in partnership with the Roanoke County Economic Development Authority, has negotiated terms of a Performance Agreement with The McDevitt Company. The agreement extends over a ten (10) year period, which is intended to incentivize the development of a limited service hotel. The Financial Terms of the Agreement include: 1. Commencing upon Opening Date (not to exceed $170,000): • Reimbursement of all permitting, utility system improvement and Utility Connection Fees paid to the Town by the Company and/or its Tenants, not exceed $140,000 • Reimbursement of all building permitting fees paid to the County by the Company and/or its Tenants, not exceed $30,000 2. Commencing after one (1) year after the Opening Date and continuing for nine (9) consecutive years: • Payment of an amount equal to sixty percent (60%) of the Transient Occupancy Tax Revenue collected by the Town from the Property for each respective year (years 1-10) • Payment of an amount equal to twenty-five percent (25%) of the Meals Tax Revenue collected by the Town from the Property for each respective year (years 1-5) Town Council Agenda Summary 2 • Payment of an amount equal to the Real Estate Tax Revenue collected by the Town from the Property for each respective year, not to exceed $35,000 (years 1-5) • Payment of an amount equal to the annual Net New Tax Revenue collected by Roanoke County from the Property for each respective year, not to exceed $150,000 (years 1-3) The Performance Terms of the Agreement include: • A minimum Capital Investment of $16,000,000 • A minimum Site Improvement Capital Investment of $900,000 • Creation and maintaining at least 20 new jobs for 10 years • Generating and paying at least $150,000 annually in Transient Occupancy Tax Revenue • Generating and paying at least $25,000 annually in Meals Tax Revenue The Roanoke County EDA will consider approval of the Performance agreement at their October 20, 2021 meeting. Attachments Performance Agreement Resolution Recommendations Motion to adopt Resolution 1 LOCAL ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT This Performance Agreement (“Agreement”) is made and entered into this ___ day of __________, 2021, by, between, and among the Town of Vinton, Virginia, a municipality in the Commonwealth of Virginia (the “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 (the “Authority”), and The McDevitt Company, a Pennsylvania Corporation (the “Company”). Collectively, the Town, Authority, and Company may be referred to herein as the “Parties.” RECITALS: WHEREAS, the Company has entered into a Contract of Sale with the Town of Vinton dated ________, 2021, 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 referred to as the “Property”) and WHEREAS, the Company intends to construct a limited service hotel for a nationally-recognized brand, with approximately 90-120 rooms, with the majority of the exterior being constructed of natural stone or brick construction materials, with amenities such as a swimming pool, business center, rooftop deck/lounge, meeting space, fitness center and outdoor green spaces with landscaping, although without obligation to include any particular amenities, with at least one-fourth (¼) of its total parking being contained underground and within the building’s footprint; and with site improvements surrounding the Property to consist of traffic signals, ornamental street lighting, buried utilities and sidewalk improvements (the “Project”); and WHEREAS, in performing the Project, the Company will be making a significant Capital Investment, as hereinafter defined, in both the Property and 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 and Meals Tax Revenue, as hereinafter defined, for the benefit of the Town; and WHEREAS, the Town and the Authority recognize that the Company’s investment in site improvements surrounding the Property will increase walkability, improve the gateway aesthetics, enhance the flow of traffic around and through the Property 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 and Meals Tax Revenue in the Town; and 2 WHEREAS, the Company and its Tenants will create and maintain at least 20 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, Transient Occupancy Tax and Meals Tax Revenue constitute valid public purposes for the expenditure of public funds and is the animating purpose for the Local Grant. 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, directly or indirectly through its Tenants, in an amount not less than $16,000,000 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. Site Improvement Capital Investment means an expenditure by the Company, directly or indirectly through its Tenants, in an amount not less than $900,000 for construction of the site improvements surrounding the Property, including engineering, architectural, developer and legal fees, building construction costs, and fixtures and equipment, all of which must be incurred and paid no later than the Site Improvement 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 or its Tenant pays an average hourly wage of at least $10.00 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 of Vinton on hotel rooms booked by the Company and/or its Tenant 3 under Article VII, Transient Occupancy Tax, of Chapter 86 of the Vinton Town Code, as amended. Meals Tax Revenue means the annual amount of tax revenue collected by the Town of Vinton on meals purchased from the Company and/or its Tenant under Article V, Tax on Prepared Food and Beverages, of Chapter 86 of the Vinton Town Code, as amended. Real Estate Tax Revenue means the annual amount of tax revenue collected by the Town of Vinton on Real Property owned by the Company and/or its Tenant under Article II, Tax on Property, of Chapter 86 of the Vinton Town Code, as amended. Net New Tax Revenue means the difference between the annual amount of tax revenues collected by Roanoke County from real estate, personal property, and sales taxes from the operation of the Project at the Property after the Opening Date as compared to the amount of such tax revenues collected by the Town of Vinton during the 2020-2021 fiscal year. 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 last of March 31, 2023, or the date that is fifteen (15) 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. Site Improvement Capital Investment Performance Date - the Opening Date, c. Job Creation Performance Date – the Opening Date, d. Job Maintenance Performance Date – that date which is ten (10) years after the Opening Date, e. Transient Occupancy Tax Revenue Performance Date - that date which is ten (10) years after the Opening Date, f. Meals Tax Revenue Performance Date – that date which is five (5) years after the Opening Date, and g. Real Estate Tax Revenue 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. 4 Target means the Company’s obligations pursuant to this Agreement to: (i) make Capital Investments in the Property of at least $16,000,000; (ii) make Site Improvement Capital Investments surrounding the Property of at least $900,000; (iii) create at least 20 New Jobs at the Property; (iv) maintain at least 20 New Jobs at the Property; (v) annually collect and remit to the Town a minimum of $150,000 in Transient Occupancy Tax Revenue from the Property, and (vi) annually collect and remit to the Town a minimum of $25,000 in Meals Tax Revenue from the Property, all as of the respective Performance Dates. Tenant means, for the purpose of this Agreement, any entity that operates any portion of the Project on the Property through a contractual relationship with the Company, whether as the holder of a leasehold interest in a portion of the Property, as a franchisee, or as an operator under a management or similar contract. Year, for the purposes of this Agreement, means any 12-month period commencing on the Opening Date, or anniversary of the Opening Date. II. Targets. The Company will make a Capital Investment of not less than $16,000,000 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 make a Site Improvement Capital Investment of not less than $900,000 surrounding the Property by the Site Improvement Capital Investment Performance Date. The development must be undertaken pursuant to a sidewalk, lighting, landscaping, traffic improvement and pedestrian accommodations plan presented to and approved by the Town, provided that such approval by the Town shall not be unreasonably withheld, conditioned, or delayed. The area eligible for qualifying Site improvement Capital Investment shall include the following areas that are not part of the Property: (i) the south side of Cedar Avenue between 2nd St and South Pollard Street; (ii) the west side of South Pollard Street between West Cleveland Avenue and East Virginia Avenue; (iii) any portion of 1st Street between East Virginia Avenue and Cedar Ave. that is not closed and abandoned as part of the Project; and (iv) the Traffic Signal at the intersection of South Pollard Street, 1st Street and East Virginia Avenue. The Company will, directly or indirectly through its Tenants, create 20 New Jobs at the Property by the Job Creation Performance Date. The Company will, directly or indirectly through its Tenants, collect from the Property and remit to the Town a minimum of $150,000 annually in Transient Occupancy Tax Revenue and $25,000 annually in Meals Tax Revenue. Annual Local Grant payments under Section III of this Agreement will be reduced by the difference between $150,000 and the amount of Transient Occupancy Tax Revenue actually collected and remitted in any Year. Annual Local Grant payments under Section III of this Agreement also will be reduced by the difference between $25,000 and the amount of Meals Tax Revenue actually collected and remitted in any Year. For example, if the Company, directly or indirectly through its Tenants, collects and remits $120,000 in Transient Occupancy Tax 5 Revenue and $20,000 in Meals Tax Revenue in any Year, then its next ensuing annual Local Grant payment will be reduced by $35,000. The Company will, directly or indirectly through its Tenants, maintain 20 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 20 New Jobs at the Property. 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. Payment Upon Opening: When the Property first opens for business, the Town will pay to the Authority and the Authority will pay to the Company a grant equal to the amount of all the permitting, utility system improvement and Utility Connection Fees paid to the Town by the Company and/or its Tenants, which grant amount will not exceed $140,000; and the Town will pay to the Authority and the Authority will pay to the Company a grant equal to the amount of building permitting fees paid to the County by the Company and/or its Tenants, which grant amount will not exceed $30,000. The total amount granted to Company for Town permitting, utility system improvements and utility connection fees and County permitting shall not exceed $170,000. B. Annual Payments: (i) Commencing one (1) Year after the Opening Date and continuing for nine (9) consecutive years thereafter (for a total of ten (10) annual payments), the Town will pay to the Authority and the Authority will pay to the Company a grant in an amount equal to 60% of the Transient Occupancy Tax Revenue collected by the Town from the Property for each respective year; (ii) Commencing one (1) Year after the Opening Date and continuing for four (4) consecutive years thereafter (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 an amount equal to 25% of the Meals Tax Revenue collected by the Town from the Property for each respective year; (iii) Commencing one (1) Year after the Opening Date and continuing for four (4) consecutive years thereafter (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 an amount equal to the Real Estate Tax Revenue collected by the Town from the Property for each respective year, which annual grant amount shall not exceed $35,000; and 6 (iv) Commencing one (1) Year after the Opening Date and continuing for two (2) consecutive years thereafter (for a total of three (3) annual payments), the Town will pay to the Authority and the Authority will pay to the Company a grant in an amount equal to the annual Net New Tax Revenue collected by Roanoke County from the Property for each respective year, which annual grant amount shall not exceed $150,000. All of the foregoing annual payments are 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: a. On or before the Opening Date, the Company shall provide notice and evidence reasonably satisfactory to the Town and the Authority of the amount of Capital Investment that it has made at the Property. b. On or before the Opening Date, the Company shall provide notice and evidence reasonably satisfactory to the Town and the Authority of the amount of Site Improvement Capital Investment that it has made to the eligible area surrounding the Property. c. On or before the Opening 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 created at the Property. d. 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 that it has Maintained 20 New Jobs at the Property from the Job Creation Performance Date through the date of the notice and evidence. e. 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 it has collected from the Property and remitted to the Town. f. On or before each anniversary of the Opening Date, until the Meals Tax Revenue Performance Date, the Company shall provide notice and evidence reasonably satisfactory to the Town and the Authority of the amount of Meals Tax Revenue it has collected from the Property and remitted to the Town. g. 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 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. 7 C. Abandonment of Portion of 1st Street: If required for the Project, the Town shall endeavor to close and abandon a portion of 1st Street between East Virginia Avenue and Cedar Avenue and, to the extent permitted by law, deed the vacated portion of 1st Street to the Company. The Town shall have discretion in determining which portions of 1st Street will be closed, abandoned and deeded 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. 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 made towards the Company’s Capital Investment, Site Improvement Capital Investment obligation and New Jobs created and Maintained to be credited towards the Company’s New Jobs obligation. V. Repayment; Forfeiture. The Company shall forfeit all grant payments under Section III of this Agreement if it: (i) fails to achieve the Capital Investment Target, the Site Improvement Capital Investment Target and the New Jobs Target by the Opening Date; or (ii) 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. The Company shall forfeit annual grant payments under Section III of this Agreement for any year in which it: (i) has failed to Maintain the required number of New Jobs; or (ii) has failed 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 Targets, 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. 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 annual payments under this paragraph, annual payments will not resume unless and until the Company Maintains the required number of New Jobs for an entire Year. The Company’s failure to collect and remit to the Town a minimum of $150,000 in Transient Occupancy Tax Revenue or $25,000 in Meals Tax Revenue annually will result 8 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): The McDevitt Company 1121 Admiral Peary Way Philadelphia, PA 19112 Tim Brown Soundvue Development LLC 49 MacDonald Court ECONOMIC DEVELOPMENT AUTHORITY OF ROANOKE COUNTY, VIRGINIA 5204 Bernard Drive Room 421 Roanoke, Virginia 24018 ROANOKE COUNTY ATTORNEY’S 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 Guynn, Waddell, Carroll & Lockaby, P.C. 415 South College Avenue Salem, Virginia 24153 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. 9 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 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 10 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, 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] 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 Stephen A. Musselwhite Chairman Approved as to legal form: ________________________________ Peter S. Lubeck Roanoke County Attorney, as Counsel for the EDA The McDevitt Company By: _____________________________ 1 RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL, HELD ON TUESDAY, OCTOBER 19, 2021, AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, LOCATED AT 3ll S. POLLARD STREET, VINTON, VIRGINIA. WHEREAS, on July 20, 2021, the Vinton Town Council authorized a Contract of Sale with The McDevitt Company to acquire six parcels of property located within and adjacent to the intersection of South Pollard Street, Cedar Avenue and 1st Street for the purpose of recruiting a hotel to be constructed on the site to be known as the Vinton/East County Hotel Project; and WHEREAS, The McDevitt Company has agreed to a minimum Capital Investment of $16,000,000 and a minimum Site Improvement Capital Investment of $900,00 and is anticipated to generate new and increased tax revenues for the Town of Vinton and Roanoke County in excess of $490,00 annually and generate at least 20 full-time equivalent (FTE) employment opportunities; and WHEREAS, during the negotiations and discussions between Town staff, representatives of Roanoke County Economic Development Authority and the Town Attorney, a Performance Agreement was negotiated to provide The McDevitt Company with an Economic Development Incentive Grant to encourage the project development over a ten (10) year period; and WHEREAS, the Roanoke County Board of Supervisors approved a Memorandum of Understanding (MOU) with the Town of Vinton to provide funding assistance to the Town in the amount of $450,000, that will be paid in annual installments over a three (3) year period and with the annual payments being based on the total net new tax revenue generated by Roanoke County and reimbursement up to $30,000 for permitting fees generated as a result of the Vinton\East County Hotel project; and WHEREAS, Town staff recommends that said Performance Agreement between the Town, Roanoke County Economic Development Authority and The McDevitt Company 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: 1. The Performance 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 to deliver the Performance Agreement and any other necessary documents in furtherance of the same. 2 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 1 Meeting Date October 19, 2021 Department Town Manager’s Office Issue Consider adoption of a Resolution awarding a bid and authorizing the Town Manager to execute a contract with Frizzell Construction Company in an amount not to exceed $1,784,888.00 for the construction of the 3rd Street Pump Station. Summary In spring 2020, the Town issued debt in order to fund some high impact utility projects that had been deferred over the years. One of the major projects to be completed with these debt proceeds was the replacement and upgrade of the 3rd Street Pump Station, which handles all of the wastewater in the Town. The anticipated budget for this project when issuing the debt was $2.0 million. In order to help coordinate the bid process and assist with overseeing the construction of the pump station, the Town contracted with Hurt & Proffitt for project management. The Notice of Invitation for Sealed Bids was advertised in The Roanoke Times on September 12, 2021, and directly distributed to various interested parties on September 13, 2021. A pre-bid meeting was held on September 29, 2021, and the due date for the sealed bids was October 14, 2021. At the public bid opening on October 14th, the town received four bids for the project, and the breakdown is as follows: Contractor’s Name Total 1. Frizzell Construction Company $1,784,888.00 2. WACO Inc. $2,027,800.00 3. Concrete Foundations $2,346,500.00 4. MEB General Contractors $3,143,400.00 In consultation with our contracted project manager from Hurt & Proffitt, Staff recommends that Council accept the bid from Frizzell Construction Company for the 3rd Street Pump Station in an amount not to exceed $1,784,888.00 and authorize the Town Manager to execute a contract with the approval from the Town Attorney. Town Council Agenda Summary 2 Attachments Resolution Recommendations Motion to adopt Resolution RESOLUTION NO. AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY, OCTOBER 19, 2021 AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF THE VINTON MUNICIPAL BUILDING, 311 SOUTH POLLARD STREET, VINTON, VIRGINIA. WHEREAS, the funding for the 3rd Street Pump Station has been secured through the issuance of debt and a scope for the project has been approved; and WHEREAS, the Town contracted with Hurt & Proffitt in summer 2021 in order to assist with the bidding process and project management for this major project; and WHEREAS, on September 12, 2021, the Town, through Hurt & Proffitt, advertised the Notice of Invitation for Sealed Bids for the construction of the 3rd Street Pump Station; and WHEREAS, at a public bid opening on October 14, 2021, Frizzell Construction Company met the bidding specifications and had the lowest bid in the amount of $1,784,888.00 for the project; and WHEREAS, the bid needs to be awarded and a contract needs to be executed for the construction. NOW THEREFORE, BE IT RESOLVED, that the Vinton Town Council does hereby award the bid and authorizes the Town Manager to execute a contract with Frizzell Construction Company in an amount not to exceed $1,784,888.00 for the construction of the 3rd Street Pump Station. 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